BUSINESSUNUSUAL - Paul, Weiss, Rifkind, Wharton & Garrison

1

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Hong Kong

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London

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United Kingdom

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Tokyo

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Japan

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www.paulweiss.com

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

BUSINESSUNUSUAL

A R E V I E W O F 2 0 0 9 - 2 0 1 0

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Paul, Weiss is a fi rm of more than 600 lawyers with diverse backgrounds, personalities, ideas and interests who

collaboratively provide innovative solutions to our clients’ most critical and complex legal and business challenges.

We represent a varied range of clients, including some of the largest publicly and privately held corporations and

fi nancial institutions in the United States and abroad. We are equally committed to representing those in need, and

our pro bono efforts continue to benefi t the world in profound ways.

©2010 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this brochure may be considered attorney advertising. Past representations are no guarantee of future outcomes.

REVIEW 20092010

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Does everything always go exactly as planned?

Even in the best of times, industry-leading companies

face challenges that can’t be anticipated. Ambitious

goals take businesses into uncharted waters and

unmapped territory, regions where pitfalls and

opportunities abound.

That’s why Paul, Weiss embraces the unusual.

The innovative approach. The creative solution.

The kind of insight that helps clients prepare for the

unexpected — and harness all of its possibilities.

Turbulent times demand trusted counsel — the

steady hand, focused vision and seamless service

that our clients expect from our lawyers and our fi rm.

“Anyone can hold the helm when the sea is calm.”— Democritus

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TABLE OF CONTENTS

TRANSACTIONS 7

Mergers & Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Bankruptcy & Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Fund Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

LITIGATION 27

Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Professional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Antitrust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Media & Entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

IP Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Arbitrations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Internal Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Hedge Fund Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

HIGHLIGHTS 39

Media & Entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Pro Bono . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Our Capitol New Home . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

New Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

GLOBAL KEY AFR Africa ASIA Asia CAN Canada EUR Europe ME Middle East

Paul, Weiss has a dynamic international practice that serves the world’s pre-eminent companies in transactions

around the globe. The above icons are used throughout this book to indicate which of our representations had

signifi cant international or cross-border components.


5

CLIENTS, COLLEAGUES, FRIENDS:

How can you describe the past year?

It was a year of dislocation, as the fi nancial services industry dealt with the

disappearance of several prominent institutions and the weakening of many others.

It was a year of reinvention, as the government struggled to respond to the economic

crisis with unprecedented rescue efforts and innovative regulatory initiatives. It was a

year of recovery, as the transactional marketplace began to experience, in fi ts and starts,

signifi cant new activity. Finally, this year saw the beginning of a new wave of litigation

and regulatory activity arising out of the worst fi nancial crisis in decades.

Our fi rm has always been proud of the broad range of clients we represent, from

Fortune 500 companies to cutting-edge entrepreneurs; from prominent corporate

executives to victims of human traffi cking. In this most unpredictable of years, our

diverse clientele turned to us to solve their most signifi cant and intractable legal

problems — challenges that previously would have been unimaginable. Through it all,

we helped our clients survive. And thrive.

We wouldn’t have it any other way.

Many thanks and our very best to you in 2010,

Brad S. Karp, Chair, and the Partners of Paul, Weiss

Matthew W. Abbott Allan J. Arffa Robert A. Atkins John F. Baughman Lynn B. Bayard Daniel J. Beller Craig A. Benson Mitchell L. Berg Mark S. Bergman Bruce Birenboim H. Christopher Boehning Angelo Bonvino Henk Brands James L. Brochin Richard J. Bronstein David W. Brown Susanna M. Buergel Patrick S. Campbell Jeanette K. Chan Yvonne Y.F. Chan Lewis R. Clayton Jay Cohen Kelley A. Cornish Charles E. Davidow Douglas R. Davis Thomas V. de la Bastide III Ariel J. Deckelbaum James M. Dubin Alice Belisle Eaton Andrew J. Ehrlich Leslie Gordon Fagen Marc Falcone Andrew C. Finch Roberto Finzi Peter E. Fisch Robert C. Fleder Martin Flumenbaum Andrew J. Foley Harris B. Freidus Manuel S. Frey Kenneth A. Gallo Michael E. Gertzman Paul D. Ginsberg Robert D. Goldbaum Eric S. Goldstein Eric Goodison Charles H. Googe Jr. Andrew G. Gordon Bruce A. Gutenplan Gaines Gwathmey, III Alan S. Halperin Claudia Hammerman Gerard E. Harper Brian S. Hermann Robert M. Hirsh Michele Hirshman Joyce S. Huang David S. Huntington Meredith J. Kane Roberta A. Kaplan Brad S. KarpJohn C. Kennedy Alan W. Kornberg

Daniel J. Kramer David K. Lakhdhir Stephen P. Lamb John E. Lange Daniel J. Leffell Xiaoyu Greg Liu Jeffrey D. Marell Julia Tarver Mason Marco V. Masotti Edwin S. Maynard David W. Mayo Elizabeth R. McColmMark F. Mendelsohn Toby S. Myerson John E. Nathan Catherine Nyarady John J. O’Neil Alex Young K. Oh Kelley D. Parker Robert P. Parker Marc E. Perlmutter Mark F. Pomerantz Valerie E. Radwaner Carey R. Ramos Carl L. Reisner Walter G. Ricciardi Walter Rieman Richard A. Rosen Andrew N. Rosenberg Peter J. Rothenberg Jacqueline P. Rubin Raphael M. Russo Jeffrey D. Saferstein Jeffrey B. Samuels Dale M. Sarro Terry E. Schimek Kenneth M. Schneider Robert B. Schumer James H. Schwab Stephen J. Shimshak David R. Sicular Moses Silverman Steven Simkin Joseph J. Simons Marilyn Sobel Tarun M. Stewart Eric Alan Stone Aidan Synnott Robyn F. Tarnofsky Judith R. Thoyer Daniel J. Toal Mark A. Underberg Liza M. Velazquez Lawrence G. Wee Theodore V. Wells Jr. Beth A. Wilkinson Steven J. Williams Lawrence I. Witdorchic Jordan E. Yarett Kaye Naoko Yoshino Tong Yu Tracey A. Zaccone T. Robert Zochowski Jr.

PARTNERS

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TRANSACTIONS


7

When you’re an innovator, you can’t play follow

the leader. You have to make your own way into

the unknown — equipped only with your instinct,

intelligence and inventiveness.

Staking out new territory is lonely business.

That’s why the world’s foremost companies rely

on Paul, Weiss for our clarity, insight and uncanny

sense of direction.

“ Throughout the centuries there were men who took fi rst steps, down new roads, armed with nothing but their own vision.”

— Ayn Rand


8

TRANSACT IONS

Clients interviewed by Chambers USA in 2009 praised the Paul, Weiss Media & Entertainment Group for its “uniform intelligence and consistent high quality.”

TIME WARNER CABLE Completes Separation From Time Warner Inc.We advised Time Warner Cable Inc. as it completed its spin-off from Time Warner Inc. The

transaction, valued at $10.9 billion, was executed through a pro rata dividend of all shares of Time

Warner Cable common stock held by Time Warner to its stockholders. In connection with the

transaction, we counseled Time Warner Cable as it secured fi nancing of $9 billion to fund a

special dividend.

ENDEAVOR Merges With William MorrisWe represented Endeavor Talent Agency in its merger with William Morris Agency. The merger of

the agencies — two of Hollywood’s most important talent brokers — creates a formidable force in the

entertainment business. The combined entity consists of more than 300 agents representing clients in

fi lm, television, music, books, commercials and corporate branding.

DISCOVERY Enters Joint Venture With HasbroWe helped Discovery Communications in the formation of a 50/50 joint venture with Hasbro, Inc. that

will operate a children’s television network featuring some of Hasbro’s iconic trademarks, including Mr.

Potatohead®, Transformers®, Romper Room®, Trivial Pursuit® and G.I. Joe®. As part of the transaction,

the joint venture received a minority interest in the U.S. version of Hasbro.com. Hasbro purchased a 50

percent stake in the cable network from Discovery for $300 million.

TIME WARNER CABLE Joins Clearwire Investment We counseled Time Warner Cable Inc. as it joined Sprint Nextel Corporation, Intel Corporation,

Comcast Corporation, Eagle River Holdings LLC and Bright House Networks LLC in a $1.56

billion aggregate investment in Clearwire Corporation. The investment will be used for the continued

deployment of Clearwire’s 4G mobile WiMAX network.

MEDIA & ENTERTA INMENT

MERGERS &

ACQUISITIONS


9

TELECOMMUNIC AT IONS

CARLYLE Enters Share Swap Between kbro and Taiwan Mobile ASIA We assisted The Carlyle Group in a share swap transaction between kbro, Co., Ltd. (a leading

cable TV operator in Taiwan) and Taiwan Mobile Co., Ltd., worth $1.8 billion. Under the terms

of the transaction, The Carlyle Group will exchange its holdings in kbro for a 15.5 percent stake in

Taiwan Mobile to become the second-largest shareholder in the company, which is Taiwan’s leading

telecommunications operator.

INTELSAT Enters Contract Negotiations With Boeing EUR

We assisted Intelsat, the world’s largest satellite company, in a deal with Boeing Satellite Co. to build

four telecommunications satellites that will add new capacity to Intelsat’s global satellite fl eet. The

four Boeing-built geostationary satellites will offer video, network and voice services from Asia and

Africa to the Americas and Europe.

ASIASAT Forms Joint Venture With EchoStar ASIA

We advised Asia Satellite Telecommunications Company Limited in its joint venture with EchoStar

Asia Holdings Corporation to develop and operate a direct-to-home satellite service for subscribers in

Taiwan, Hong Kong and other regions in Asia.

PAUL , WE I SS , R I F K IND , WHARTON & GARR I SON L LPANNUAL REV I EW 2009 - 2010

Paul, Weiss lawyers have been counted among The American Lawyer’s “Dealmakers of the Year” for fi ve of the last seven years.

PR AC T ICE SPOTL IGHT:

TAX

In an unusual business environment, there’s very little room to wiggle.

The tax considerations of transactions are always important. Innovative tax effi ciencies can make a deal work. Missed tax saving opportunities can cause a deal to founder. And as markets and dealmaking remain challenging, tax decisions can become business-critical. That’s why the Paul, Weiss Tax Department is dedicated to adding value to every transaction.

We help prominent companies make sound decisions that enhance their bottom lines. At the center of the fi rm’s bankruptcy work, our tax team has tackled major restructurings driven by the recent credit crisis and economic turndown, often preserving tax attributes that may be signifi cant assets of the restructured company. Working hand-in-hand with our Corporate Department, we’ve helped fi nancial industry giants raise capital and retool their enterprises and major media and entertainment industry players forge new business alliances.

Here are a few important recent transactions in which our Tax Department played a critical role:

• Agrium Inc. in its multibillion-dollar unsolicited bid for CF Industries, Inc. (see page 11)

• Citigroup Inc. in its sale of Nikko Cordial Securities, Nikko Asset Management and Nikko Citi Trust in three separate transactions for aggregate consideration of approximately $10.8 billion (see page 14)

• Endeavor Talent Agency in its merger with William Morris Agency, creating a formidable force in the entertainment business (see page 8)

• AbitibiBowater Inc. in the company’s complex U.S. and Canadian bankruptcy fi lings involving the restructuring of more than $8 billion of pre-petition indebtedness (see page 16).

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10

TRANSACT IONS


DELAWARE LAW

A high-stakes deal. A battle for corporate control. Intractable issues of fi duciary duties. They all have one thing in common: Delaware law. Far more U.S. companies are incorporated in Delaware than any other state, and the infl uence of Delaware law is pervasive.

Paul, Weiss recently opened a Wilmington, Del. offi ce, headed by a renowned former Delaware Chancery Court Vice Chancellor. The offi ce, along with a number of former regulatory and government offi cials on our team, offers a unique perspective to major transactions, governance battles and director and offi cer counseling.

DAINIPPON SUMITOMO Acquires Sepracor ASIA We represented Dainippon Sumitomo Pharma Co., Ltd., a multibillion-dollar, publicly traded

Japanese pharmaceutical company, in its acquisition of Sepracor Inc., a NASDAQ-listed

pharmaceutical company, for approximately $2.6 billion in cash.

MITSUBISHI RAYON Acquires Lucite ASIA EUR

We represented Mitsubishi Rayon Co., Ltd. in its acquisition of all outstanding shares of Lucite

International Group Limited, a global leader in the design, development and manufacture of

acrylic-based products, from U.K.-based private equity fi rm Charterhouse Capital Partners LLP.

The transaction was valued at approximately $1.6 billion in cash.

DOOSAN Acquires Škoda Power ASIA EUR

We assisted Doosan Heavy Industries & Construction Co., Ltd. in the acquisition by its subsidiary

Doosan Heavy Industries Czech a.s. of premier Czech steam turbine manufacturer Škoda Power

a.s. This acquisition will enable Doosan and Škoda Power to provide single-source engineering/

procurement/construction solutions and access the market for boilers, turbines and generators on a

global scale.

MORGAN STANLEY Advises Wyeth in Acquisition by Pfi zer We represented Morgan Stanley, as fi nancial advisor to Wyeth, in the $68 billion acquisition of

Wyeth by Pfi zer Inc. The acquisition made Pfi zer the world’s largest pharmaceutical company.

STR ATEG IC

MERGERS &

ACQUISITIONS

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11

Paul, Weiss was once again selected as one of “America’s Best Corporate Law Firms” by Corporate Board Member in 2009.

“ Clients say the fi rm ‘does a great job of hiring the best and the brightest’... and has a reputation for ‘consistently high quality’.”

– Legal 500 USA 2009

AKEBONO Purchases Brake Business From BoschWe assisted our client, Akebono Corporation (North America), in its purchase of Robert Bosch

LLC’s North American foundation brake business. As a part of the transaction, Akebono acquired

manufacturing sites in Clarksville, Tenn. and Columbia, S.C. as well as other assets located in six

other North American locations.

CANADIAN COMPANIES Cross the Border CAN

We acted as U.S. counsel to a variety of Canadian companies in cross-border transactions, including:

• Agrium Inc. in its multibillion-dollar unsolicited bid for CF Industries, Inc.

• Eldorado Gold Corp. in its acquisition of Australian Sino Gold Mining Ltd. for Cdn$2 billion,

creating a global gold producer with combined market capitalization of about Cdn$6.4 billion ASIA

• Encana Corporation in its spin-off of Cenovus Energy Inc.; the transaction resulted in two New

York Stock Exchange- and Toronto Stock Exchange-listed energy companies: Cenovus Energy Inc.,

an integrated oil company with a $17 billion enterprise value, and Encana Corporation, a pure-play

natural gas company with a $33 billion enterprise value

• Teck Resources Limited in connection with the purchase by China Investment Corporation of a

$1.5 billion equity interest in Teck. ASIA

SUPERIOR PLUS Executes Strategic Acquisitions CAN We represented Superior Plus Corp. in several strategic acquisitions this year:

• We counseled a subsidiary of Superior Plus Corp. in its acquisition of Specialty Products & Insulation

Co., a leading U.S. distributor of insulation and architectural brand products, for $135 million.

• We assisted Superior in three transactions to establish its refi ned fuel distribution and energy services

business in the northeastern United States. We represented Superior in its acquisition of Sunoco,

Inc.’s retail and heating oil and propane distribution business; in the purchase of the heating oil,

propane and motor fuels distribution businesses and assets from Griffi th Energy Services, Inc.; and in

the acquisition of Griffi th Holdings, Inc., the parent company of Griffi th Energy, Inc., a diversifi ed

marketer and distributor of propane.



12

MORGAN STANLEY PRIVATE EQUITY Makes Successful Offer for Sihuan ASIA

We helped Morgan Stanley Private Equity in its investment in Singapore-listed Sihuan

Pharmaceutical Holdings Group Ltd. through a going-private transaction in partnership with the

company’s senior management team. Sihuan Pharmaceutical is a leading pharmaceutical company

based in the People’s Republic of China.

ELLIOTT Undertakes TransactionsWe represented Elliott Associates in signifi cant transactions:

• We assisted Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital

Advisors Inc. in the signing of a proxy settlement agreement with Epicor Software Corporation. The

agreement provided for the expansion of Epicor’s board of directors from fi ve to seven members, the

appointment of two new mutually agreed-upon directors to the board and the nomination of the two

new directors at Epicor’s 2009 annual meeting of stockholders.

• We represented Elliott Associates, L.P. and Symphony Technology Group in their joint acquisition

of MSC Software Corporation, a leading global provider of simulation software and services, for

$390 million.

WELLSPRING Executes Transactions We represented Wellspring Capital Management LLC and its affi liates in several signifi cant sales and

acquisitions this year, including:

• the sale of all of the capital stock in Vatterott Education Holdings, Inc., a leading provider of career-

oriented post-secondary education with 22 campuses across nine midwestern states, to TA Associates

• the add-on acquisition of the business of JSC Enterprises, Inc., a wholesale distributor of outdoor

sporting goods and supplies, by Wellspring portfolio company Ellett Brothers, LLC

• the acquisition by Wellspring portfolio company Checkers Drive-In Restaurants, Inc. of the business

of its largest restaurant franchisee group.

TRANSACT IONS

Paul, Weiss was named a “Leading Private Equity and Venture Capital Firm: Asia” by Asian Legal Business in 2009.

Multinational corporations, distinguished international investment banks, private equity funds and hedge funds, emerging businesses and entrepreneurs all rely on Paul, Weiss to achieve their business objectives.

PRIVATE EQUIT Y & HEDGE FUNDS

MERGERS &

ACQUISITIONS


13

GENERAL ATLANTIC Executes Transactions We assisted General Atlantic LLC in its most business-critical acquisitions and investments, including:

• the acquisition, with Kohlberg Kravis Roberts & Co., of TASC, Inc. from Northrop Grumman

Corporation for $1.65 billion; the transaction, executed in partnership with TASC’s management

team, made the company the nation’s most recognized independent provider of advanced systems

engineering and technical assistance to the defense and intelligence industries in federal, state and

local markets

• its role as one of two leading members of a buying consortium that purchased First Republic Bank

from Bank of America

• the acquisition of Gevity HR, Inc., a public human resources outsourcing company, by General

Atlantic’s portfolio company TriNet Group, Inc., a human resources outsourcing provider

• the acquisition of a majority interest in QualityTech LP, a data center business; in connection with

General Atlantic’s investment, the General Atlantic-QualityTech team completed a series of complex

restructuring and roll-up transactions.

CI CAPITAL PARTNERS Executes TransactionsWe represented CI Capital Partners LLC in a variety of acquisitions and sales, including:

• the acquisition of Transplace, Inc., a leading provider of non-asset-based third-party logistics and

transportation management services, by CI Capital Partners’ leveraged buyout fund, CI Capital

Investors II, L.P.

• the sale of its portfolio company, Valley National Gases, to Matheson Tri-Gas, Inc., a subsidiary of

Taiyo Nippon Sanso Corporation Group

• the acquisition by A-T Solutions, Inc., a provider of anti- and counter-terrorism training and

consulting services and a subsidiary of CI portfolio company Covant Technologies, LLC, of

Accelligence LLC, a Virginia-based national security and intelligence consulting fi rm, and Trancite

Logic Systems, an information technology company that specializes in anti-terrorist and law

enforcement technology solutions

• the acquisition by EAS Residential Services, LLC, a newly formed subsidiary of ARS Investment

Holdings, LLC, a CI portfolio company, in its purchase of Effi cient Attic Systems, L.P.’s attic

insulation, ventilation and radiant barriers installation business

• the acquisition by Conney Safety Products, LLC, a CI portfolio company, of Elvin Safety LLC’s

safety product distribution and service business.


INDUSTRY SPOTL IGHT:

RENEWABLE ENERGY

Few fi elds promise the growth and opportunity offered by the clean technology and renewable energy industries.

Interest in clean energy and renewable technologies — spurred on by changes in the climate, increasing dependence by the United States upon foreign sources of energy, scarcity of resources, rising energy costs and the need for economic growth — has resulted in government programs and incentive packages to stimulate investment. In addition to private capital, federal incentives and other stimulus measures, such as loan guarantees earmarked for clean and alternate energy technologies and state-mandated renewable portfolio standards, are contributing to growth in the sector. Further, an aging infrastructure provides opportunities for publicly and privately funded upgrades of ineffi cient energy delivery methods.

Major innovators in the clean technology and renewable energy sectors rely on our lawyers to take advantage of the opportunities this burgeoning sector offers. We support our clients’ efforts with the diverse skills of practitioners experienced in fund formation, M&A and private equity transactions, capital markets offerings, commercial lending, real estate, tax, intellectual property, environmental law and litigation.

Some of our recent representations include:

• Stephens Inc. as lead placement agent and FBR Capital Markets & Co. as co-placement agent in the offering by BlackLight Power, Inc., the inventor of a new primary energy source with applications to heating, distributed and central power generation and motive power, of its common stock in a private placement

• Good Energies, a leading private equity investor in the renewable energy and energy effi ciency sectors, in connection with a number of venture capital and private equity transactions; our most recent work for Good Energies includes investments in Tendril Networks Inc., Emergence BioEnergy Inc., 3TIER Environmental Forecast Group, Inc. and SAGE Electrochromics, Inc.

• RBC Capital Markets Corporation and Lazard Capital Markets LLC as joint book-running managers and Robert W. Baird & Co. Incorporated and Stephens Inc. as co-managers in an underwritten offering by Comverge, Inc. of its common stock; Comverge is a leading demand response and advanced metering company dedicated to smart grid technology innovations and providing best-in-class technology and services to the electric utility industry.


14

CITIGROUP Closes Three Sales in Japan ASIA

We represented Citigroup in the sales and simultaneous closings of three signifi cant businesses

in Japan:

• the sale of Nikko Cordial Securities, Nikko’s retail brokerage business, to Sumitomo Mitsui Banking

Corporation,

• the sale of Nikko Asset Management, a premier asset management company, to The Sumitomo Trust

and, Banking Co., Ltd, and

• the sale of Nikko Citi Trust to Nomura Trust.

The three sales were consummated for aggregate cash proceeds of approximately $10.8 billion.

MASTERCARD Acquires Orbiscom EUR We represented MasterCard Incorporated in its acquisition of Orbiscom Limited, an Ireland-based

leading payments solutions software provider for major fi nancial institutions.

TRANSACT IONS


FINANCIAL SERVICES

The world’s largest fi nancial institutions need to be as nimble as they can be. The radical realignment of the entire sector leaves no doubt that strategic transactions, executed with blistering speed and surgical precision, are the order of the day.

Paul, Weiss is the trusted M&A counsel for many of the world’s pre-eminent fi nancial institutions. We execute mergers, acquisitions and divestitures that help our clients remain fi t and focused, always with an eye to their strategic positioning and exposure to regulatory and market risk.

We helped the Federal Deposit Insurance Corporation (FDIC) maximize its returns on the assets of a failed bank.

Paul, Weiss handled the $10.8 billion sale of three of Citigroup’s Japanese businesses as the banking institution refi ned its global strategy in response to market conditions (see description at left).

We helped General Atlantic in its role as one of two leading members of a consortium that purchased First Republic Bank from Bank of America, which sold the company after acquiring its parent, Merrill Lynch, at the height of the economic crisis (see page 9).

In an unusual business environment, our M&A team’s speed, knowledge and creativity are trusted resources for the world’s most important fi nancial players.

F INANC IAL SERV ICES

PRIVATE EQUIT Y & HEDGE FUNDS (CONT ’D)

MISTRAL EQUITY PARTNERS Invests in JambaWe advised Mistral Equity Partners, a private equity fi rm focused on the consumer and media sectors,

in its role as lead investor in a convertible preferred stock PIPE investment in Jamba, Inc., a leading

restaurant retailer of healthy lifestyle food and beverage offerings. Mistral now owns nearly 20 percent

of Jamba and holds two seats on Jamba’s board of directors.

OAK HILL Helps Create Butler Schein Animal HealthWe represented Oak Hill Capital Partners in the creation of Butler Schein Animal Health, formed by

Oak Hill portfolio company Butler Animal Health Supply and Henry Schein, Inc. The new company

combines Butler Animal Health Supply and Henry Schein’s U.S. animal health businesses and will be

49.9 percent owned by Oak Hill and other co-owners of Butler Animal Health Supply. With combined

revenues of approximately $850 million over the 12 months prior to the deal, Butler Schein Animal

Health will be the leading U.S. companion animal health distribution company.

MERGERS &

ACQUISITIONS


15

LEHMAN MERCHANT BANKERS Form Trilantic AFR We represented managers from the Lehman Brothers merchant banking group as they joined forces

with South African businessman Johann Rupert to form Trilantic Capital Partners and buy out

the Lehman Brothers merchant banking private equity business, a $3.5 billion business with

institutional and employee investment funds in the United States and Europe. The transaction

was effected through the purchase of the funds’ general partners and the transfer of investment

advisory contracts. In addition to his participation in the general partners and investment advisor of

the newly renamed Trilantic Capital funds, an entity controlled by Mr. Rupert took over Lehman’s

outstanding commitments.

R3 CAPITAL MANAGEMENT Acquired by BlackRock We represented R3 Capital Management LLC, a credit hedge fund manager, in its acquisition by

BlackRock Inc.

AMG To Acquire Pantheon Ventures EUR

We advised Affi liated Managers Group, Inc. (AMG), in the signing of a defi nitive agreement

to acquire the business of Pantheon Ventures, a leading global private equity fund-of-funds manager.

Under the agreement, AMG will pay approximately $775 million in cash with the potential for

additional payments over the next fi ve years, contingent on the growth of Pantheon’s business.

RELIGARE To Acquire Stake in Northgate Capital ASIA

We represented Religare Enterprises Limited as it announced a defi nitive agreement to acquire a

majority stake in the management company of Northgate Capital, a leading global private equity and

venture capital fi rm. Northgate manages approximately $3 billion for more than 400 distinguished

institutional and high-net-worth families and individuals.



INVESTMENT

MANAGEMENT M&A

The asset management industry is experiencing considerable fl ux. Many investment banks and other traditional buyers of asset management fi rms have recently become sellers in response to balance sheet pressures. Talented portfolio management teams inside larger fi nancial institutions seek independence through spin-outs. And many independent fi rms are pursuing strategic partnerships or outright sales to larger organizations in these turbulent times.

Long known for the strength of our fund formation practice, Paul, Weiss is a leader in asset management deals through the addition of new dedicated resources to our Investment Management transactions practice, which represents industry-leading clients such as Affi liated Managers Group, Inc. (AMG), Religare Enterprises, Evercore Partners and Legg Mason.

Our recent industry transactions include AMG’s acquisition of Pantheon Ventures (see description at right), Religare Enterprises’ acquisition of Northgate Capital (see description at right), Evercore Partners’ minority investment in Atalanta Sosnoff, Quellos’ sale to BlackRock, Trilantic’s sale of a minority interest to Evercore Partners and the spin-outs of R3 and Trilantic from Lehman Brothers.

“ This practice elicits outstanding praise for its advice on fund formation and corporate, securities, fi nance and investment matters involving hedge funds.”

— Chambers USA 2009

INVESTMENT MANAGEMENT M & A


16

GM BONDHOLDERS Navigate Chapter 11We represented the ad hoc committee of bondholders of General Motors Co. (GM) in connection with

GM’s historic chapter 11 case.

HOUGHTON MIFFLIN Executes Signifi cant Recapitalization We represented Houghton Miffl in Harcourt Publishing Company and its affi liates in the successful

completion of one of the largest out-of-court balance sheet restructurings to date. Highlights of the

restructuring included:

• senior secured lenders with claims in excess of $4 billion converting more than half of their debt

into equity

• mezzanine lenders with $2.1 billion of secured debt converting all of their debt into equity and

warrants to purchase additional equity in the company

• a $650 million rights offering to certain of the company’s lenders.

ABITIBIBOWATER Files Cross-Border Bankruptcy Proceedings CAN

We represent, as lead U.S. bankruptcy counsel, AbitibiBowater Inc., one of the world’s largest

producers of newsprint, commercial printing papers, market pulp and wood products, and its affi liates

in connection with the company’s complex U.S. and Canadian bankruptcy fi lings involving the

restructuring of over $8 billion of pre-petition indebtedness.

INTERSTATE BAKERIES Emerges From Bankruptcy We advised Silver Point Capital, as lender and agent, in all aspects of Interstate Bakeries Corporation’s (IBC)

chapter 11 case, including the completion of IBC’s plan of reorganization and related exit fi nancing.

SIMMONS BONDHOLDERS Assist Restructuring EffortWe represented an ad hoc group of Simmons Bedding Company’s senior subordinated bondholders,

comprised of Oaktree Capital Management, JPMorgan and MSD Capital, in the bedding

manufacturer’s prepackaged chapter 11 fi ling. The fi ling was part of a larger plan for the $760 million

purchase of the company by private equity fund Ares Management LLC and the Ontario Teachers

Pension Plan.

NORTEK BONDHOLDERS Assist Reorganization We represented the bondholders of Nortek, Inc., a manufacturer and distributor of innovative, high-

quality and competitively priced building products, in connection with the company’s prepackaged

chapter 11 reorganization. The reorganization cut Nortek’s total debt by roughly $1.3 billion.

TRANSACT IONS

“ While small in comparison to some of its rivals, [the Paul, Weiss Bankruptcy Department’s] ability to call upon the services of lawyers in the corporate, litigation and tax groups enables the practice to effectively resource deals of a signifi cant scale and complexity.”

– Legal 500 USA 2009

International Financial Law Review awarded CIT Group its “Restructuring Deal of the Year Award” — the deal represents the largest prepackaged bankruptcy solicitation in history.

BANKRUPTCY &

RESTRUCTURING


17

CIT BONDHOLDERS Raise Rescue Loan We helped bondholders of CIT Group Inc. (CIT) to structure and document $3 billion of emergency

fi nancing in under 72 hours, enabling CIT to avoid bankruptcy for long enough to negotiate with its

creditors and the government. We then negotiated a prepackaged reorganization plan to provide $4.5

billion in chapter 11 fi nancing and to restructure approximately $33 billion in debt, reducing CIT’s

total debt by $10 billion. The plan allowed CIT to emerge from chapter 11 by year’s end and ensured

that CIT’s customers continued to have access to credit. The reorganization was accomplished in less

than 45 days.

GMAC BONDHOLDERS Assist Restructuring We represented the bondholders of GMAC, the former fi nancial services arm of General Motors, in

connection with exchange offers for approximately $28.5 billion of GMAC’s unsecured bonds and

approximately $9.4 billion of outstanding unsecured bonds of Residential Capital LLC. Residential

Capital is a GMAC subsidiary that offers residential mortgages and insurance products. The

restructuring modifi ed GMAC’s capital structure, qualifying it as a bank holding company.

SAMSONITE RestructuresWe advised Samsonite Corporation, as its U.S. counsel, in connection with Samsonite’s worldwide

restructuring. In connection with our representation, we counseled Samsonite Company Stores

on its successful prepackaged chapter 11 case, which was confi rmed by the Bankruptcy Court in

approximately two months.

ERICSSON Acquires Nortel Businesses EUR

We advised Ericsson, the world-leading supplier in telecommunications, in two important acquisitions:

• the purchase of Nortel Networks’ CDMA and LTE businesses for $1.1 billion; the acquisition,

awarded after a 12-hour bankruptcy auction, positions Ericsson as the leading provider of

telecommunications technology and services in the United States and Canada CAN

• its agreement to purchase, with Kapsch CarrierCom AG of Austria, Nortel Networks’ Global System

for Mobile (GSM) business for $103 million; the purchase complements Ericsson’s existing GSM

infrastructure business. EUR

CIFG Settles CDO Exposure With Counterparties and Bondholders EUR

We represented Banque Populaire Group and Caisse d’Epargne Group in connection with their

jointly owned monoline subsidiary, CIFG Holding, Ltd. CIFG reached a settlement with credit

default swap counterparties and bondholders holding 98 percent of its collateralized debt obligation

(CDO) exposure. The agreement successfully commuted approximately $12 billion in exposure

and substantially reduced CIFG’s exposure to problematic derivatives, resulting in a signifi cantly

improved fi nancial position.

TOWERBROOK Becomes Majority Owner of Wilton Holdings EUR We represented TowerBrook Capital Partners L.P. in the recapitalization of Wilton Holdings Inc.,

parent company of Wilton Brands Inc., a creative consumer products company with a portfolio

focused on craft products, including scrapbooks and food crafts. Affi liates of TowerBrook and

Deutsche Bank Trust Company Americas were Wilton Holdings’ largest creditors. As a result of this

agreement, TowerBrook and Deutsche Bank are the new majority owners of Wilton Holdings.


BANKRUPTCY H IGHL IGHT:

CHARTER

COMMUNICATIONS

Emerges From Bankruptcy Victorious

We represented the unoffi cial noteholder

committee that sponsored Charter

Communications’ historic prearranged chapter

11 plan. Calling it “perhaps the largest and

most complex” prearranged bankruptcy ever

attempted and “in all likelihood ... among the

most ambitious and contentious,” the U.S.

Bankruptcy Court for the Southern District

of New York confi rmed Charter’s plan after

a 19-day trial, permitting the fourth-largest

cable television operator to emerge from

chapter 11 with $8 billion less debt on its

balance sheet and $2.5 billion of capital newly

invested by our clients. The case was closely

watched because Charter took advantage of a

rarely used provision of the Bankruptcy Code

to “reinstate” approximately $11 billion of

low-cost pre-petition debt over the objection of

lenders that wanted to reprice such obligations

to market terms.

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18

FINANCING

U.S. DEPARTMENT OF ENERGY Closes Advanced Technology Vehicles Loan ArrangementsWe represented the U.S. Department of Energy (DOE) in connection with its $1.4 billion loan

arrangement for Nissan North America, Inc. and its $465 million loan arrangement for Tesla Motors,

Inc. The loan proceeds will be used to build or retool manufacturing facilities in Tennessee and

California for the production of all-electric vehicles and related components. These transactions are

part of DOE’s $25 billion Advanced Technology Vehicles Manufacturing loan program to promote

the development of fuel-effi cient vehicles in the United States.

SUMITOMO Completes Tanjung Jati B Project ASIA We represented Sumitomo Corporation as it completed the Tanjung Jati B Expansion Project in

Indonesia, one of the fi rst large-scale coal-fi red power plant projects in Asia and the fi rst in Indonesia

to close since the start of the credit crisis. Sumitomo is the sponsor, developer and EPC contractor for

the project.

ABITIBIBOWATER Securitizes Accounts Receivable CAN

We assisted AbitibiBowater Inc., one of the world’s largest producers of newsprint, commercial printing

papers, market pulp and wood products, in the securitization of $270 million in accounts receivable.

The proceeds from the securitization will provide fi nancing to the company during its insolvency

proceedings pending in Canada and the United States.

TRANSACT IONS


DERIVATIVES

Over-the-counter (OTC) derivatives featured prominently in many high-profi le bankruptcy fi lings, near insolvencies and out-of-court reorganizations spurred by the recent credit crisis. Regulatory action in response to the crisis has made it abundantly clear that OTC derivatives have matured from exotic niche products into widely used and important instruments that infl uence the fi nancial markets.

In this dynamic environment, users of derivatives need to protect and enforce their rights against bankrupt or struggling counterparties, address outstanding derivatives in restructurings and use derivatives to take advantage of strategic investment opportunities. Paul, Weiss offers clients a dedicated team of derivatives attorneys with years of experience in advising both sell-side and buy-side clients on derivatives instruments across all major asset classes (credit, equity, fi xed income, FX).

In 2009, our derivatives team was tapped by a diverse group of clients, including banks, hedge funds, private equity funds and corporate end-users. We advised clients on a broad range of OTC derivative-related matters, including complex bankruptcy proceedings, out-of-court restructurings and transactional solutions in distressed and non-distressed situations. Our derivatives lawyers also work closely with our Corporate, Bankruptcy and Litigation Departments to advise on derivatives aspects of major fi nancings, restructurings or litigations.

Some of our team’s recent representations include:

• Citigroup and other creditors in connection with the protection and enforcement of remedies under thousands of OTC derivatives contracts in the Lehman Brothers insolvency proceedings

• the unoffi cial steering committee of CIT Group bondholders in resolving CIT Group’s exposure under total return swap transactions (see page 17)

• Kingdon Capital Management, LLC and investment funds managed by it in connection with the negotiation of the funds’ prime brokerage and derivatives trading documentation infrastructure, as well as transaction-specifi c and regulatory advice.


19


APPAREL

Our Retail and Apparel Industry Group has spent 20 years building one of the most active and sophisticated clothing-related practices in the world.

Our lawyers possess thorough knowledge of the economic, regulatory and technological forces that shape business decisions in the industry. We offer clients sophisticated New York-based M&A counsel as well as litigation advice on protecting valuable trademarks and intellectual property.

Fashion labels, department stores, international chains, portfolio companies of private equity fi rms and public companies: All turn to Paul, Weiss for their most important deals and litigations. Examples in the recent past include representations of:

• Talbots in a series of transactions that will strengthen the company’s fi nancial position (see description at right)

• The Bon-Ton Stores in their recent credit and loan facilities (see description at right)

• Liz Claiborne, Inc. in a $90 million offering of convertible senior notes (see page 22)

• Polo Ralph Lauren and Versace in various intellectual property disputes and issues

• Liz Claiborne and Kate Spade in various intellectual property litigations and transactions

• Calvin Klein in various contractual and intellectual property issues

• Link Theory Holdings in its acquisition of trademarks, worldwide intellectual property rights and business archives from the Prada Group; our Litigation Department also represented Link in the defense of a lawsuit brought by Elie Tahari

• NRDC Equity Partners in its acquisition of Hudson’s Bay Company and the consolidation of its ownership of Hudson’s Bay with Lord & Taylor.

THE BON-TON STORES Completes Refi nancing TransactionsWe represented The Bon-Ton Stores, Inc., a public company that operates approximately 278 regional

department stores in 23 states, in connection with a $675 million senior secured revolving credit facility

and a $75 million second lien term loan facility. The proceeds of both facilities were used to refi nance

Bon-Ton’s existing senior credit facility and to provide the company with increased liquidity.

NEW DAWN SATELLITE Completes First-of-Kind Project Financing AFR

We represented New Dawn Satellite Company Ltd., a joint venture controlled by our longstanding

client Intelsat (the world’s leading provider of fi xed satellite services), in connection with the fi rst bank-

led non-recourse project fi nancing for the construction and launch of a satellite. The new satellite will

offer wireless, broadband and television programming to Africa.

WENDY’S/ARBY’S GROUP Amends Credit Facility We represented Wendy’s/Arby’s Restaurants, LLC, a subsidiary of Wendy’s/Arby’s Group, Inc., in

the amendment and restatement of its senior secured credit facility that covers all of its Wendy’s and

Arby’s restaurant operations.

TALBOTS Completes Transactions to Reduce Debt and Accelerate GrowthWe represented The Talbots, Inc., a leading international specialty retailer and direct marketer of

women’s apparel, shoes and accessories, in a series of related transactions that will reduce Talbots’

debt by approximately $330 million, provide access to a newly secured debt facility, and re-establish

the company’s strong fi nancial position. As counsel to the company, we collaborated with Talbots’

separate counsel to the Audit Committee. The centerpieces of the transactions were the repurchase

of a controlling block of stock of the company owned by Aeon Corporation, a merger between

Talbots and BPW Acquisition Corp., a special purpose acquisition company with approximately

$300 million in cash, repayment of the company’s existing debt and the establishment of a new $200

million senior secured revolving credit facility led by GE Capital.


58591_p3_46.indd 1958591_p3_46.indd 19 5/10/10 4:26:51 PM5/10/10 4:26:51 PM

20

FUND

FORMATION

We assisted with the fundraising and formation of several leading funds, including:

• Avenue Capital Group in the formation of Avenue Europe Special Situations Fund, L.P., with

commitments of approximately €1.14 billion; the fund invests in distressed debt opportunities in

Europe EUR

• BlackRock in the formation of BlackRock Asian Credit Hedge Fund; the fund invests in the credit

markets in the Asia Pacifi c region ASIA

• Clearlake Capital Group, L.P. in the formation of Clearlake Capital Partners II, L.P. with

commitments of approximately $415 million

• Fortress Investment Group, LLC in connection with its establishment of separately managed

accounts for U.S. and non-U.S. institutional investors

• KPS Capital Partners, LP in the formation of KPS Special Situations Fund III (Supplemental), LP

with commitments of $800 million; the fund will invest alongside KPS Special Situations Fund III,

LP, a $1.2 billion fund, giving KPS an aggregate of $2 billion to invest

• Reservoir Capital Group, LLC in connection with the formation of Reservoir Secondary

Opportunities Fund, L.P.; the fund invests in the restructurings of distressed hedge funds

• Oak Hill Advisors, L.P. in the formation of OHA Strategic Credit Fund with commitments of

approximately $1.1 billion; the fund invests in distressed, stressed and undervalued loans, bonds and

similar investments

• Oak Hill Capital Management, LLC in the formation of Oak Hill Capital Partners III, L.P.

with commitments of approximately $3.8 billion; the fund focuses on middle-market investments,

primarily in North America

• The Sterling Group in the formation of Sterling Group Partners III, L.P. with commitments totaling

$820 million

• Unison Capital Partners in the formation of Unison Capital Partners III, L.P. with commitments

of approximately $1.5 billion; the fund invests in Japanese companies or companies with signifi cant

business or managerial exposure to the Japanese market ASIA

• Värde Partners in the formation of The Värde Fund IX-A, L.P. with commitments of $1 billion; the

fund invests in public and private U.S. and non-U.S. distressed debt opportunities

• Wellspring Capital Management in the formation of Wellspring Capital Partners V, L.P.; the fund

focuses on value-oriented, control investments in middle-market companies.

TRANSACT IONS

“ First-class in terms of client service, responsiveness and commerciality,” the Paul, Weiss Investment Funds Group demonstrates “an excellent understanding of the market’s dynamics and practices.”

– Chambers USA 2009


21

SWISS RE Accepts Berkshire Hathaway Investment EUR We represented Swiss Reinsurance Company Ltd in a CHF 3 billion investment by Berkshire

Hathaway Inc. in the form of a novel convertible perpetual capital instrument. The investment

was made through Berkshire Hathaway’s indirect wholly owned subsidiary, National Indemnity

Company.

WENDY’S/ARBY’S GROUP Completes Notes Offering We represented Wendy’s/Arby’s Restaurants, LLC, a subsidiary of Wendy’s/Arby’s Group, Inc., in its

offering of $565 million of senior notes.

TIME WARNER CABLE Executes Senior Debt Offerings We helped Time Warner Cable Inc. execute a number of registered offerings of senior debt securities

with a total principal amount of $6.5 billion.

POLO RALPH LAUREN Undertakes Cash Tender Offer EUR We helped Polo Ralph Lauren Corporation launch a cash tender offer to purchase up to one-third of

its €300 million 4.50 percent notes due 2013. The dealer manager for the offer was Deutsche Bank,

and the tender agent was Lucid Issuer Services Limited.

NEC Closes Stock Offering ASIA

We assisted NEC Corporation in an offering of 500 million shares of common stock for a total

offering amount of ¥107.5 billion. The lead underwriters were Daiwa Securities SMBC and

Morgan Stanley.

SECURITIES



NATURAL RESOURCES

In the natural resources sector, volatility is the watchword.

Since the onset of the economic downturn, gold prices have soared as buyers sought a hedge against rising market turbulence; booming oil prices plummeted and then began a slow recovery to more rational levels; copper and other commodities crucial to industrial growth in developing economies suffered similar losses and made similar gains. Rare buying opportunities were created for investors willing to brave uncertain markets.

These dramatic changes in the marketplace have spurred signifi cant activity in capital markets and the M&A arena. Paul, Weiss was uniquely positioned to help major natural resources companies navigate these unusual circumstances.

Our important natural resource representations included, among others, two of the largest cross-border debt offerings by Canadian companies in 2009 (see page 22), Teck Resources Limited in China Investment Corporation’s $1.5 billion investment in Teck (see page 11) and Encana Corporation in its spin-off of Cenovus Energy (see page 13).

58591_p3_46.indd 2158591_p3_46.indd 21 5/10/10 4:26:55 PM5/10/10 4:26:55 PM

22

CANADIAN ROYALTY TRUSTS AND INCOME FUNDS Convert to Corporations CAN

We continue to act as U.S. counsel to a number of public Canadian royalty trusts and income funds

as they reorganize themselves into public corporations. This year, we represented Acadian Timber

Income Fund, Advantage Energy Income Fund, CanWel Building Materials Income Fund and GMP

Capital Trust as each converted to a corporation.

LIZ CLAIBORNE Closes Convertible Notes Offering We represented Liz Claiborne, Inc. in a $90 million offering of convertible senior notes.

EMDEON Closes Initial Public Offering We advised Emdeon Inc., a leading provider of revenue and payment cycle management solutions for

the U.S. health care system, in its $422 million initial public offering.

UNDERWRITERS Bring Successful Offerings to Market CAN

We acted as U.S. counsel for underwriters in debt and equity issuances by Canadian companies,

including representations of:

• Banc of America Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and

RBC Capital Markets Corporation as joint book-running managers in Talisman Energy Inc.’s public

offering of $700 million of debt securities

• a syndicate of underwriters led by Canaccord Capital Corporation and Piper Jaffray & Co. and

including CIBC World Markets Inc., GMP Securities L.P., RBC Dominion Securities Inc., Dundee

Securities Corporation, TD Securities Inc. and Pacifi c Crest Securities LLC, in DragonWave Inc.’s

$129 million initial public offering in the United States.

SIGNATURE BANK Repurchases TARP Stock Issue and Completes Public Offerings We represented Signature Bank in the repurchase of all of the shares it issued to the U.S. Department

of the Treasury in connection with the bank’s participation in the Troubled Asset Relief Program

(TARP) Capital Purchase Program. The purchase price was $120 million, plus accrued and unpaid

interest. Signature repaid its TARP shares on the fi rst day that repayments were accepted. We also

represented the bank in its entry into the program in December 2008 and in two public capital

market transactions — totalling $300 million — that bookended Signature’s TARP tenure.

TRANSACT IONS


CANADIAN SECURITIES

CANADIAN COMPANIES Execute More Than $15 Billion in Offerings CAN

We served as U.S. counsel to a number of Canadian companies, trusts and fi nancial institutions across a wide spectrum of industries in public and private offerings of equity and debt securities in the United States.

These transactions, exceeding a combined $15 billion in value, included the three largest cross-border debt offerings by Canadian companies in 2009. Our representations included:

• The Caisse de dépôt et placement du Québec in a $5 billion private offering of debt securities; this deal was the largest offering by a non-governmental Canadian issuer in the United States to date

• Canadian Oil Sands Limited in a private

offering of $500 million of debt securities in

the United States

• Canadian Pacifi c Railway Company in a public offering of $350 million of debt securities in the United States

• Canadian Pacifi c Railway Limited in a Cdn$511 million public offering of common shares in Canada and the United States

• Cenovus Energy Inc., a wholly owned subsidiary of Encana Corporation, in a $3.5 billion private offering of debt securities in the United States

SECURITIES


23

CARNIVAL Launches an At-The-Market Offering EUR We assisted Carnival Corporation & plc in an at-the-market offering, the fi rst of its kind in the

United Kingdom. The offering consists of up to 25 million ordinary shares of Carnival plc to be sold

from time to time in market transactions.

MITSUBISHI UFJ Completes Record-Setting Offering ASIA

We represented Mitsubishi UFJ Financial Group as international counsel in an offering of 2.5 billion

shares of common stock for an aggregate amount of ¥1.07 trillion. The transaction is the largest

follow-on offering by a Japanese issuer and is the largest securities offering in the country for the

past decade. The joint global coordinators for the transaction were Morgan Stanley, Mitsubishi UFJ

Securities, Nomura Securities and JPMorgan.

REVLON Issues New Senior Secured Notes We represented Revlon, a portfolio company of MacAndrews & Forbes Holdings Inc., in an issuance

of $330 million of new senior secured notes. The offering refi nanced existing debt.

DUANE READE HOLDINGS Closes Senior Note Offering and Private Placement We assisted two wholly owned subsidiaries of Duane Reade Holdings, Inc. — Duane Reade Inc.

and Duane Reade — in the closing of a $300 million offering of senior secured notes, a private

placement of $125 million of preferred stock and a related cash tender offer for existing debt using

the proceeds of the fi nancings. Duane Reade Holdings, Inc. is a portfolio company of our client

Oak Hill Capital Partners.


• Compton Petroleum Corporation in a Cdn$172 million public offering of units in Canada and the United States

• Encana Corporation in a public offering of $500 million of debt securities in the United States

• Harvest Energy Trust in a Cdn$116 million private offering of trust units in Canada and the United States

• Husky Energy Inc. in a public offering of $1.5 billion of debt securities in the United States and elsewhere

• Nexen Inc. in a public offering of $1 billion of debt securities in Canada and the United States

• Oilsands Quest Inc. in a public offering of $29.8 million of common stock in Canada and the United States

• Pengrowth Energy Trust in a Cdn$300 million public offering of trust units in Canada and the United States

• Silver Wheaton Corp. in a U.S. private and Canadian public offering of Cdn$287.5 million of common stock

• Silver Standard Resources Inc. in a public offering of $88 million of common stock in Canada and the United States

• Teck Resources Limited in a private offering of $4.2 billion of secured debt securities in the United States.


24

REAL ESTATE

MTA’s Atlantic Yards Development Project ClosesWe represented Metropolitan Transportation Authority (MTA) in the sale to Forest City Ratner

Companies of the air space development rights over MTA’s Vanderbilt Railyards to be included in

the multibillion-dollar Atlantic Yards development project. Under the state-approved project plan,

which covers 22 acres in the Brooklyn, New York neighborhoods of Prospect Heights and Park Slope,

Forest City is to build a new arena for the Nets basketball team as well as up to 16 residential and

commercial buildings and a new railyard facility for MTA. Much of the residential and commercial

construction is to occur on platforms to be constructed by the developer over the MTA Railyards.

CITIGROUP Engages in Real Estate LitigationWe represent Citigroup in connection with litigation against subsidiaries and principals of The

Pyramid Companies concerning Citi’s mortgage and mezzanine loans secured by the Carousel Center

Mall in Syracuse, N.Y., and the construction loan for the development of the Destiny USA expansion

to the mall.

ZURICH ALTERNATIVE ASSET MANAGEMENT Completes Arbitration EUR

We assisted Zurich Alternative Asset Management, LLC with the rent reappraisal under a ground

lease based on the fair market value of the land underlying 111 Wall St. — one of the fi rst arbitrations

of its kind since testing the effects of the economic crisis on Manhattan real estate values. Our

representation included working with an extensive team of experts from all sectors of the Manhattan

real estate industry to develop a residual value analysis evaluating four alternative uses for the site and

presenting the model in a 10-day hearing.

PRIME OUTLETS Malls Acquired by Simon Property GroupWe represented Prime Outlets Acquisition Company and certain of its affi liated entities in the

disposition of their outlet shopping center business to Simon Property Group, Inc., the largest

public U.S. real estate company. The transaction, in which the owners of Prime Outlets Acquisition

Company received cash as well as units of Simon’s operating partnership, was valued at approximately

$2.325 billion, including the assumption of Prime Outlets’ existing indebtedness and preferred stock.

TRANSACT IONS


REAL ESTATE

The Paul, Weiss Real Estate Department is a recognized leader in the New York and national real estate bars. Our clients include developers, entrepreneurial and institutional investors, REITs and equity funds, lenders, public-private partnerships, governmental entities and other major players in the real estate industry.

Our Real Estate Department provides a full range of services from organizing and structuring the largest, most complex transactions throughout the country and around the globe to advising clients on daily portfolio-management issues. This strong record of supporting clients in a diverse array of transactions continued through this year of unprecedented challenges as we helped them make the most out of these demanding times.


25

LAS VEGAS SANDS Continues Development Projects ASIA

We continued to assist longtime client Las Vegas Sands (LVS) with various international and

domestic projects. Our work in 2009 included various tasks in connection with the development

of the Marina Bay Sands Integrated Resort in Singapore, which will include hotel, gaming, retail,

convention center and cultural components and will be the only gaming facility on the Singapore

mainland; the development and contemplated sale of Four Seasons private residences in Macau;

amendments to LVS’ existing $3.3 billion Macau credit facility; and negotiations in connection with

a contemplated new $1.75 billion construction loan for the development of additional casino resorts

on the Cotai Strip in Macau.

We also assisted LVS in negotiating a joint-venture agreement with local partners and obtaining the

fi nancing to develop “Sands Bethworks,” a gaming, hotel, retail and museum complex on the site of

the former Bethlehem Steel Plant in Pennsylvania. The complex opened in May 2009.

ROCKROSE FOUNDERS AND OWNERS Guided Through Company’s DivisionWe represented H. Henry Elghanayan, one of the founders and owners of Rockrose Development

Corp., in the division of a multibillion-dollar real estate company in a complex transaction involving

dozens of properties in New York and Washington, D.C.

MIAMI’S FONTAINEBLEAU RESORT Restructures DebtWe are representing the joint venture that owns and recently redeveloped the iconic Fontainebleau

Resort in Miami in negotiations with its lenders for a potential substantial restructuring of its debt.

THE ROUSE COMPANY Engages in a Pre-Bankruptcy EffortWe represented an ad hoc committee of holders of the $2.2 billion bonds issued by The Rouse

Companies in connection with a pre-bankruptcy effort to achieve an out-of-court restructuring

of The Rouse Companies/General Growth Properties. Paul, Weiss currently represents American

High-Income Trust in its capacity as a member of the Offi cial Committee of Unsecured Creditors

appointed in the General Growth Properties bankruptcy proceeding.


“ This experienced and creative group can turn its hand to all types of transactions, from large-scale development to complex sales, acquisitions, fi nancings, investment funds and workouts.”



LITIGATION


Unexpected obstacles. Intriguing possibilities.

New worlds to explore. The more ambitious your

goals, the easier it is to get lost in the details.

A successful litigation strategy creates order out of

chaos. It clarifi es the path to success.

No one builds comprehensive legal strategies

like Paul, Weiss. The trust of the world’s most

enterprising businesses proves it.

“ All truths are easy to understand once they are discovered. The point is to discover them.”

— Galileo Galilei

27NASA

/courtesy of nasaimages.org


28

FINANCIAL SERVICES

BANK OF AMERICA Settles SEC Claims We were retained by Bank of America (BofA) to help resolve claims brought by the U.S. Securities

and Exchange Commission (SEC) in connection with BofA’s 2008 acquisition of Merrill Lynch &

Co. The U.S. District Court for the Southern District of New York granted BofA’s motion to approve

the settlement of claims involving alleged misrepresentations and omissions in the proxy statement

issued in connection with the merger. The settlement requires BofA to pay $150 million into a “fair

fund” for distribution to shareholders and to undertake a number of remedial actions.

BB&T CORP. Defends Against Auction Rate Securities ClaimsWe are defending BB&T Corp. in auction rate securities litigation brought by Dow Corning

Corp. in the U.S. District Court for the District of New Jersey. Dow Corning alleges that BB&T

misrepresented the risks and liquidity of auction rate securities and is seeking the rescission of its

investment as well as damages.

JPMORGAN CHASE Wins Amaranth DismissalWe represented JPMorgan Chase & Co. in a class action fi led by investors in natural gas futures and

options contracts against Amaranth Advisors LLC and certain of Amaranth’s brokers, including

JPMorgan Chase. The investors alleged that Amaranth manipulated the market for natural gas

futures and options and that JPMorgan Chase aided and abetted the alleged manipulation in

violation of the Commodity Exchange Act. The court granted JPMorgan Chase’s motion to dismiss

the suit in its entirety.

The Paul, Weiss Litigation Department has been involved in nearly every high-stakes litigation of our time, successfully handling the most complex and threatening cases — cases that require groundbreaking litigation strategies.

L I T I GAT ION


FINANCIAL SERVICES

The world has changed. The aftershocks of the economic crisis dominate the country’s political and economic life.

No other litigation department has been at the center of the crisis in the way that Paul, Weiss has. We have dealt with every major aspect of the fi nancial crisis and its continuing fallout: Multibillion-dollar litigations and regulatory inquiries brought in the wake of the disappearance of major institutions. Litigations and class actions relating to auction rate securities, credit default swaps and subprime exposures. Successful representations of the directors and offi cers of the world’s foremost fi nancial institutions. Hearings before Congress, the Congressional Oversight Panel and the Financial Crisis Inquiry Commission.

Paul, Weiss has helped the world’s most important fi nancial services fi rms mitigate and manage exposures and seize opportunities in the most diffi cult business environment in memory.


29


DIRECTORS AND

OFFICERS LITIGATION

Paul, Weiss has one of the most experienced and trusted securities litigation practices in the world. Our litigation team possesses a deep background in the markets and the courtrooms that are at the center of the current director and offi cer-related litigation. We also have experience working with the insurance companies that provide coverage to directors and offi cers. Moreover, our record of trial victories serves as an asset to our clients whether they intend to settle a case or pursue it in court.

Our team has represented companies and their executives in the most threatening shareholder derivative litigations. Our victory in a shareholder derivative action in Delaware Chancery Court, upholding the ability of directors to make business judgments relating to subprime exposures, free of potential liability, was just one among many success stories in recent years. In addition to winning early dismissals for our clients, we are also experienced in working with special litigation committees in response to shareholder demands. We’ve represented special committees, executives and companies in these cases, and our experience on behalf of each type of client makes us more effective when representing the others.

At Paul, Weiss, we help top-fl ight directors and executives and the companies that they serve mitigate and eliminate the threats of shareholder litigation.

Subprime Shareholder Derivative Suit VictoriesWe helped Citigroup secure the dismissal of several shareholder derivative actions that alleged

that certain of Citigroup’s current and former offi cers and directors breached their fi duciary duties

by, among other things, failing adequately to monitor and manage the risks relating to Citigroup’s

subprime assets. In the fi rst case to tackle director liability for subprime losses under Delaware law,

Chancellor William Chandler III dismissed all but one claim of the suit brought in the Delaware

Court of Chancery. A similar shareholder derivative class action brought in the U.S. District Court

for the Southern District of New York was dismissed by Judge Sidney H. Stein in its entirety.

FCIC Inquiry We are representing Citigroup in connection with the investigation by the Financial Crisis Inquiry

Commission (FCIC) into the causes of the fi nancial crisis.

Auction Rate Suit DismissalsWe helped Citigroup Inc. secure the dismissal of a pair of class action lawsuits in which plaintiffs

alleged that Citigroup manipulated the market for auction rate securities. A derivative class action

lawsuit brought against Citigroup’s offi cers and directors and a separate class action against the

company were also dismissed.

Fraud Suit Battle EUR

We are representing Citigroup in a multibillion-dollar fraud suit brought by U.K.-based private equity

fi rm Terra Firma Investments in connection with the sale of EMI Group to Terra Firma in 2007.

Appellate ERISA Suit DismissalWe represented Citigroup in an ERISA appeal to the U.S. Court of Appeals for the Second Circuit,

where the three-judge panel overturned an earlier decision granting partial summary judgment to

fi ve former Citigroup employees bringing ERISA claims in connection with the company’s cash

balance plan. The panel ruled that Citigroup’s plan does not violate ERISA’s minimum benefi t

accrual rules or notice requirements.

Appellate Credit Default Swap Judgment Affi rmanceWe represented Citibank N.A. before the Second Circuit Court of Appeals in securing the

affi rmance of a district court judgment in favor of Citibank that dismissed all of the claims that

VCG Special Opportunities Master Funds, Ltd. had asserted against Citibank and entered judgment

in Citibank’s favor on its counterclaim seeking an additional payment from VCG. In the underlying

transaction, Citibank, in 2007, had purchased “credit protection” from VCG with respect to notes

issued by a collateralized debt obligation vehicle. By virtue of the market deterioration for those

notes, Citibank had made (and VCG had complied with) a number of demands for additional

collateral. In December 2007, however, when Citibank determined that an implied write-down

credit event had occurred under the credit default swap (CDS) contract, triggering VCG’s payment

obligation to Citibank, VCG refused to make payment and brought suit. Citibank counterclaimed

for the remaining funds owed. The victory is signifi cant for the $30 trillion-plus market in CDS

transactions and is particularly signifi cant in construing the “implied write-down” provisions present

in a number of CDS contracts.

CDO Dismissal We represented Citigroup in securing the dismissal of a lawsuit brought in the U.S. District Court

for the Southern District of New York by investors in a collateralized debt obligation (CDO)

structured by Citigroup. The court ruled that plaintiffs failed to establish scienter and granted

Citigroup’s motion to dismiss.


For the past decade, CITIGROUP has trusted Paul, Weiss with its most critical litigations and

regulatory matters. Recent representations include:

58591_p3_46.indd 2958591_p3_46.indd 29 5/10/10 4:27:15 PM5/10/10 4:27:15 PM

30

ING Fights Discrimination Suit EUR

We are helping ING Groep N.V. and its insurance subsidiaries defend a Title VII employee class

action complaint.

JPMORGAN CHASE Defends Bear Stearns Civil CasesWe represent JPMorgan in numerous civil cases brought by shareholders of Bear Stearns following the

near collapse of the investment bank in March 2008. These derivative, securities and ERISA actions

were consolidated by the court earlier this year and are awaiting the court’s ruling on our motions to

dismiss the consolidated actions. We also represent JPMorgan/Bear Stearns in matters relating to the

Financial Crisis Inquiry Commission, charged by Congress to investigate the fi nancial crisis.

MORGAN STANLEY Wins Affi rmance of Two Class Action DismissalsWe helped Morgan Stanley and various Morgan Stanley-related affi liates and mutual funds win the

dismissal of two class actions involving funds that concentrated on the technology and information

sectors. The complaints alleged that investment managers had been improperly infl uenced in their

investment decisions by Morgan Stanley’s banking relationships with certain public companies and

by reports prepared by sell-side research analysts employed by Morgan Stanley. The district court held

that the defendants had no duty to disclose the types of information plaintiffs argued should have

been disclosed. On appeal, the U.S. Court of Appeals for the Second Circuit affi rmed.

BANK HAPOALIM Wins Dismissal of Third-Party Action ME

We defended Bank Hapoalim in a third-party action brought against it and other defendants by

Arab Bank. Arab Bank has been sued by Israeli victims of violence, alleging that Arab Bank provides

banking services to the perpetrators. Arab Bank subsequently brought third-party actions against

Bank Hapoalim and two other Israeli banks, alleging that the Israeli banks processed transactions for

the perpetrators, and that if Arab Bank is found liable, the Israeli banks should be liable as well.

The court dismissed Arab Bank’s action.

L I T I GAT ION


ERISA AND BENEFITS

LITIGATION

Our litigators represented a wide range of clients in complex Employee Retirement Income Security Act (ERISA) and employee benefi ts disputes. Our litigators draw on our Employee Benefi ts and Executive Compensation Group, which is nationally known for its technical skill and creativity on tax, ERISA, PBGC and executive compensation issues; this year, their work included:

• a win for Citigroup in the U.S. Court of Appeals for the Second Circuit, reversing the district court and throwing out all of plaintiffs’ claims; the case involved highly technical ERISA issues, including backloading and notice requirements in a cash-balance pension plan (see page 29)

• a number of important ERISA stock-drop litigations, where 401(k) plan sponsors and fi duciaries were accused of breaching their fi duciary duties by offering employer stock as an investment choice

• a victory for Citigroup in an ERISA stock-drop case; the decision was remarkable for the clarity of the judge’s favorable ruling for plan fi duciaries and the sponsor. On appeal now to the U.S. Court of Appeals for the Second Circuit, the case is likely to become a critical ERISA precedent

• defending a major investment bank in two signifi cant putative class actions asserting that the bank violated fi duciary duties owed to ERISA plans when investing collateral posted under securities lending programs

• helping settle U.S. Department of Labor claims that an investment advisor’s own 401(k) and pension plans had been harmed by market-timing activities in mutual funds sponsored by the advisor

• resolving a novel claim by the Pension Benefi t Guaranty Corporation (PBGC) that our private equity fund client was responsible for the underfunding in a portfolio company pension plan

• representing benefi t plans covering governmental employees in Alaska in a multibillion-dollar claim asserting negligence and fraud by the actuaries who calculated plan liabilities and employer contribution rates.

FINANCIAL SERVICES

The American Lawyer named Paul, Weiss a “Litigation Department of the Year” fi nalist in 2010 and winner in 2006.


31



INSURANCE

Paul, Weiss has maintained a longstanding litigation practice focused on the insurance industry. We represent prominent insurance companies and policyholders on every type of matter, from routine coverage disputes to the thorniest and most intractable insurance-related issues.

Our current representations include:

• Global Aerospace, Inc. and The Boeing Company in the multibillion-dollar property damage litigation arising from the Sept. 11, 2001 terrorist attacks on the World Trade Center

• a leading international energy company in a London arbitration with its Bermuda-based insurance carrier.

DELOITTE Auditor Litigation Dismissed We successfully represented Deloitte LLP in securing the dismissal of lawsuits associated with the

fi rm’s auditing of the fi nancial statements of several clients, including Merrill Lynch.

RECEIVER OF DREIER LLP Recovers Lost AssetsA Paul, Weiss partner was appointed as the receiver for the assets of Mark S. Dreier. Dreier, a

prominent New York lawyer, was involved in a multimillion-dollar case that led to the collapse of

his law fi rm, Dreier LLP. Our fi rm acted as counsel to the receivership, and we fi led for chapter 11

bankruptcy protection on behalf of Dreier LLP. We also coordinated efforts to locate, recover and

safeguard assets belonging to Dreier and his law fi rm. Our efforts resulted in the safeguarding of more

than $100 million recovered in the form of bank accounts, fi ne art, real estate, Dreier’s yacht and other

tangible assets.

ERNST & YOUNG Fights Class Action We represent Ernst & Young in a securities class action related to the fi rm’s accounting work for

Tronox, a subsidiary of Keer McGee.

AMLAW 100 FIRMS Battle Litigation As a testament to our fi rm’s reputation among our peers, we were retained this year by 11 of the top

100 law fi rms in the United States as counsel in threatening litigations and regulatory matters.

Chambers USA 2009 describes the Paul, Weiss Litigation Department as a “powerhouse which stands head and shoulders above most New York fi rms when it comes to litigation fi repower.”

PROFESSIONAL

SERVICES


32

PERSEUS-SOROS Wins Dismissal of Securities Class ActionWe represented Perseus-Soros Biopharmaceutical Fund, LP (PSBF) in a securities fraud class action.

The complaint alleged that PSBF and its co-defendants failed to disclose a plan to sell Bioenvision

Inc. to Genzyme Corporation. The court dismissed the action in its entirety, and plaintiffs elected

not to appeal the dismissal of PSBF from the suit.

CP SHIPS Earns Affi rmance of Securities Class Action Settlement CAN

We represented CP Ships Ltd. in its settlement of a class action that was triggered by two restatements

the company made in 2004 and a series of stock sales that company insiders made in the months

between the two restatements. The settlement was challenged by two shareholders who were

concerned over the settlement’s potential effect of reducing the size of a separate Canadian class action.

CP Ships successfully opposed the challenges, both in the district court and the appellate court.

CENTERLINE Defeats Securities Fraud Class ActionWe successfully defended offi cers of Centerline Holding Company in a securities fraud class action,

obtaining a dismissal for failure to state a claim. Plaintiffs alleged that Centerline and its co-defendants

misrepresented and omitted material facts regarding Centerline’s plans to transform its business from a

full-service real estate company to that of an asset manager and to reduce its dividend.

SAC CAPITAL Beats Securities Fraud Class ActionWe helped S.A.C. Capital Advisors LP secure the dismissal of a securities fraud class action in which

plaintiffs alleged that SAC Capital, analysts and journalists drove down the stock price of Biovail

Corporation by disseminating false information about its products, business and accounting practices.

The court took the extraordinary action of ordering the dismissal as part of an order, under Rule 11,

sanctioning the lead plaintiff and lead counsel.

ERICSSON Victory Affi rmed by Second Circuit EUR We represented LM Ericsson Telephone Company as it sought affi rmance of a district court decision

dismissing a putative class action fi led in 2007. The U.S. Court of Appeals for the Second Circuit

affi rmed the decision, holding that plaintiffs failed to show that Ericsson issued misleading

fi nancial statements.

L I T I GAT ION

Legal 500 USA 2009 describes the Paul, Weiss securities litigation practice as “a staggering array of trial lawyers who are at the very top of their game” and says that “clients are well served in civil and criminal proceedings, as well as administrative proceedings and regulatory investigations, as a consequence of the fi rm’s complementary market-leading white-collar crime capability.”


WHITE COLLAR CRIME

The Paul, Weiss Litigation Department is home to one of the most respected white collar practice groups in the world. Our lawyers are celebrated by the legal industry and mainstream media alike for their successful representations of high-profi le executives and government offi cials.

But individual representations in isolated criminal cases have always been rare; criminal proceedings are regularly accompanied by complex class actions and civil suits that threaten executives and their businesses simultaneously. White collar representations involve more than the headline-grabbing trial of a single executive; they involve a complicated behind-the-scenes interplay of distinct corporate legal issues.

Our team fi elds a unique combination of skills and experience that provides an overall strategic approach to every aspect of a white collar case. In addition to our renowned trial lawyers, our team includes former federal prosecutors, ex-regulatory offi cials and former state attorney generals’ staff.

Together, they unravel the most intractable legal challenges faced by executives and boardrooms alike.

SECURITIES


33

JAPANESE CORPORATIONS Investigated by U.S. Department of Justice ASIA

Over the course of the last year, we have represented several major Japanese corporations in cartel

investigations conducted by the U.S. Department of Justice.

BECTON, DICKINSON Settles Major LawsuitWe helped Becton, Dickinson and Company dispose of an antitrust suit seeking upward of

$100 million in damages. UltiMed, a rival insulin syringe manufacturer, accused Becton, Dickinson

of monopolizing the market and denying access to competitors. We obtained the dismissal of the

claims in exchange for a $750,000 settlement.

NIELSEN Fights Monopolization CaseWe represent The Nielsen Company in a purported monopolization case brought by a local television

station in federal district court in Florida alleging that Nielsen has prevented potential competitors

from entering the market for local television audience measurement in Miami, which in turn has

enabled Nielsen to implement a purportedly defective new ratings system that plaintiff alleges has

resulted in a material decline in its ratings and, thus, its revenues.

MASTERCARD Defends Against Merchant ClaimsWe represent MasterCard against individual claims and class actions brought on behalf of all

merchants in the United States who accept the company’s cards. The actions allege that the fees

merchants pay when consumers use credit and debit cards are set illegally under the antitrust laws.


“ The group has experience in every type of antitrust representation, from high-profi le class actions and signifi cant government investigations by the FTC and the DOJ to private litigation involving allegations of monopolization, vertical restraints and price fi xing.”



ANTITRUST

In unusual economic times, the regulatory environment is subject to drastic change. This shifting landscape requires more than experience; it requires wisdom.

Our Antitrust Practice Group combines litigation skill and economic savvy, earning us the trust of top-fl ight clients. They rely on Paul, Weiss to exploit economic arguments that few other teams can marshal.

Our team possesses impressive economic and trial experience combined with inside knowledge of the most important regulatory bodies in the country. Our lawyers have served in important roles in the U.S. Federal Trade Commission, the U.S. Department of Justice and the U.S. Securities and Exchange Commission. Our team boasts a professor of antitrust law and the co-developer of “Critical Loss Analysis,” one of the standard analytic tools used by the government in high-profi le cases and investigations. And one of our partners successfully argued one of the most recognized antitrust cases of all time before the U.S. Supreme Court.

Our lawyers don’t react to the regulatory environment. They help shape it.

ANTITRUST


34

WARNER MUSIC Defuses Class ActionWe helped Warner-Elektra-Atlantic Corporation, the distribution arm of Warner Music Group Corp.,

defeat a purported nationwide class action brought by several small, independent retailers of compact

discs. The retailers claimed that Warner-Elektra-Atlantic, along with other music distributors,

violated the Robinson-Patman Act by giving special discounted rates and other benefi ts to larger

retailers. The court ruled that the independent retailers had not met the necessary requirements for

class certifi cation; subsequently, we negotiated a settlement on behalf of Warner-Elektra-Atlantic on

extremely favorable terms.

TIME WARNER CABLE Wins FCC ProceedingWe represent Time Warner Cable Inc. in a proceeding brought by WealthTV before the U.S. Federal

Communications Commission (FCC). WealthTV, a programming network, claims that Time Warner

Cable discriminated against it in violation of the Communications Act and FCC rules by denying

it carriage in favor of an allegedly affi liated network, MOJO. Following trial, the chief judge of the

FCC ruled in favor of Time Warner Cable on all counts.

WARNER MUSIC Wins Case Against Former ExecutiveWe helped Warner Music Group win summary judgment in a multimillion-dollar case brought in

the U.S. District Court for the Southern District of New York — a decision that was subsequently

affi rmed by the U.S. Court of Appeals for the Second Circuit — by the former head of Warner Music

Group’s international division who had alleged breach of his stock options agreement.

PARAMOUNT Wins Dismissal of SuitWe obtained a signifi cant victory on behalf of Paramount Pictures Corporation, when the U.S. District

Court for the Southern District of New York granted Paramount’s motion to dismiss the complaint

brought against the company by investors in a special purpose vehicle that in turn invested in a slate

of Paramount fi lms. The investors alleged that their investments were induced by a private placement

memorandum containing false and misleading statements.

ASCAP Negotiates and Litigates With BroadcastersWe continue to represent ASCAP in licensing negotiations and Rate Court litigations in the radio,

television and cable television industries, the principal sources of revenue for its songwriter and music

publisher members.

NMPA Navigates Rate-Setting ProceedingsWe continued to represent the National Music Publishers’ Association (NMPA) in connection with

the Copyright Royalty Board rate-setting proceeding for the reproduction and distribution of

musical works.

L I T I GAT ION

L IT IGAT ION H IGHL IGHT:

ANDREW LLOYD WEBBER

ART FOUNDATION Wins Appeal

We represented the Andrew Lloyd Webber Art Foundation in a dispute involving Pablo Picasso’s Blue Period painting “Portrait de Angel Fernández de Soto” (1903). Julius H. Schoeps, a German citizen, alleged that his great-uncle had sold the painting in Germany in 1935 as the result of economic duress. The foundation’s trustees purchased the painting at a Sotheby’s auction in 1995 and planned to auction it in 2006 to raise proceeds for charitable purposes, including scholarships in the theatrical arts, which Schoeps’ claim prevented. We successfully moved in Supreme Court, New York County, to dismiss Schoeps’ claim, and the dismissal was unanimously affi rmed by the New York Appellate Division, First Department.

MEDIA &

ENTERTAINMENT


35

WEIGHT WATCHERS Wins Settlement Against Jenny CraigWe helped Weight Watchers International, Inc. win a signifi cant settlement in a false advertising

suit against Jenny Craig, Inc. Following a successful motion for a temporary restraining order, Jenny

Craig agreed to permanently cease and refrain from broadcasting, publishing or disseminating an

advertising campaign that falsely claimed that Jenny Craig clients lost twice as much weight as those

following the Weight Watchers weight loss program. Jenny Craig also agreed to permanently refrain

from publishing similar claims based on comparisons of past studies sponsored by Jenny Craig and

Weight Watchers.

BASF Sues Pioneer Hi-Bred and DuPont for Patent InfringementWe represented BASF in its patent infringement actions against E.I. du Pont de Nemours and its

subsidiary, Pioneer Hi-Bred International, relating to genetically modifi ed corn. In the same actions,

we defended BASF against DuPont’s claims of patent infringement and sought a judgment declaring

DuPont’s patents invalid and unenforceable.

EDWARDS LIFESCIENCES Wins Patent VictoryWe won a jury verdict of $74 million for Edwards Lifesciences, the global leader in the fi eld of heart

valves, for its claim that Medtronic CoreValve’s ReValving system infringes Edwards’ transcatheter

heart valve U.S. patent. The jury awarded Edwards the full amount of its claimed lost profi ts and

found that the defendant’s infringement was willful.

NICHIA Settles Blue Laser ITC Dispute ASIA

We represented Nichia Corporation in responding to a U.S. International Trade Commission (ITC)

complaint fi led by Seoul Semiconductor Co. (SSC), a Korean laser diode manufacturer, which

demanded that the ITC exclude Nichia’s blue lasers and products that use them from U.S. markets.

Nichia fi led two motions to terminate the case; in the wake of the ITC’s full support of these

motions, SSC settled the dispute.

WEIGHT WATCHERS Sues Nestlé and Dreyer’s For Trademark InfringementWe represent Weight Watchers International, Inc. in a trademark infringement suit fi led against

Nestlé USA, Inc. and Dreyer’s Grand Ice Cream, Inc. The suit alleges that Nestlé and Dreyer’s

are using, without authorization and in a manner likely to confuse consumers, the WEIGHT

WATCHERS and POINTS trademarks on Lean Cuisine frozen foods and Skinny Cow

frozen novelties.

THE DVD FORUM and DVD FORMAT/LOGO LICENSING CORPORATION Win Dismissal ASIA

We won a major victory for The DVD Forum and DVD Format/Logo Licensing Corporation, when

the Central District of California dismissed an antitrust and Lanham Act complaint brought against

them by Swiss company EcoDisc Technology AG.



PHARMACEUTICAL

AND MEDICAL DEVICE

Increased regulatory scrutiny. Reinvigorated antitrust enforcement. Highly publicized anti-kickback and fraud investigations. Patent infringement threats. The ever-present danger of product liability suits. The pharmaceutical and medical device industries are facing unprecedented pressure.

Effective legal counsel is not an option for medical supply companies; it’s a necessity.

Paul, Weiss possesses a deep understanding of the issues that face the medical and healthcare industry. Our track record representing industry leaders speaks for itself:

We represented Pfi zer Inc., the world’s largest research-based pharmaceutical company, in products liability litigation relating to the hormone therapy Prempro. Prempro was manufactured and sold by Wyeth, which was acquired by Pfi zer in October 2009. Plaintiff brought a wrongful death action on behalf of his deceased wife’s estate claiming that her illness was caused by Prempro. A Philadelphia jury determined that Pfi zer was not liable for damages.

We represented Merck in connection with an investigation by the U.S. Securities and Exchange Commission (SEC) into Merck’s public disclosure relating to Vioxx. The SEC has closed the investigation without bringing any action against Merck.

Other prominent clients include Becton, Dickinson (see page 33), Genentech and Warner Chilcott.

IP LITIGATION


36

INVESTMENT BANK Wins Favorable Fee-Dispute ResolutionWe obtained a favorable settlement of a fee dispute for a boutique investment bank. The investment

bank had helped sell the business and assets of a privately owned steel company to a major

international steel producer. The steel company client then refused to pay the investment bank’s fees.

We aggressively pursued an arbitration against the steel company, which ultimately settled on the eve

of arbitration hearings for a substantial sum paid to the investment bank.

PRIVATE EQUITY MANAGER Wins $20 Million Arbitration ProceedingWe represented a manager of a family of private equity partnerships in a purchase price adjustment

arbitration concerning one of its portfolio companies’ acquisition of the assets of a prominent metals

business. One of the main issues in contention involved the valuation of certain assets of the metals

business. The arbitrator accepted our client’s argument that the value of the assets should be based

on the market price of the closing day of the contract and adopted our position on a number of other

disputed issues, leading to a very favorable result.

FEDERAL INSURANCE Wins Appeal of Arbitration AwardWe helped Federal Insurance Company, a division of The Chubb Corporation, win an appeal

challenging a district court’s confi rmation of an arbitration decision against InterDigital

Communications Corporation. This appellate victory preserved a $20 million arbitration award

for Federal.

PROMINENT INVESTMENT BANK Wins Favorable Arbitration ResultWe represented a major investment bank in a Financial Industry Regulatory Authority arbitration

brought by a hedge fund. The fund claimed that the investment bank had committed fraud with respect

to the fund’s investment in collateralized bond obligation notes that it had purchased from the bank in

2002. The panel awarded the fund only $1.1 million, a small fraction of the $54 million in damages

that it claimed it was owed.

CITIGROUP Defends Against International Arbitration Claim ME

We represent Citigroup in an American Arbitration Association international arbitration brought

by the Abu Dhabi Investment Authority (ADIA) in connection with ADIA’s 2007 equity

investment in Citigroup. ADIA seeks to rescind its investment or recover damages based on alleged

misrepresentations by Citigroup.

L I T I GAT ION


INTERNATIONAL

REPRESENTATION

Paul, Weiss is an international law fi rm, representing clients in matters arising around the globe, including international arbitrations, patent and IP litigation, mergers and acquisitions, securities, regulatory disputes and internal investigations. Our experience cuts across a wide array of industries and business sectors.

Paul, Weiss maintains offi ces in the major fi nancial centers of the world — London, Tokyo, Hong Kong and Beijing. We focus on building collaborative partnerships with local lawyers; this approach has helped us become the trusted resource for cross-border transactions and litigations of every stripe.

ARBITRATIONS


37

INTERNAL

INVESTIGATIONS

HAMPSHIRE AUDIT COMMITTEE Launches InvestigationWe represented the audit committee of the board of directors of The Hampshire Group Ltd., one of

the foremost designers and marketers of men’s and women’s sportswear, in an internal investigation

into wrongdoing by senior executives that occurred in 2006.

U.S. COMPANY in China Begins Accounting Investigation ASIA

We represented the audit committee of the board of directors of a U.S.-listed company located in

Beijing, China in connection with an internal investigation into alleged accounting improprieties.

COMPANIES Contend With FCPA Investigations AFR ASIA ME

We conducted Foreign Corrupt Practices Act (FCPA) investigations and counseled U.S. and non-U.S.

clients on FCPA-related matters in Africa, Asia, the Middle East, and North, Central and South

America involving such industries as electronics, energy, fi nancial services, food, medical products,

mining, telecommunications and travel/leisure.

VIKING GLOBAL INVESTORS and Its Founders Beat SuitWe represented Viking Global Investors and two of its founders, Andreas Halvorsen and David Ott,

in a lawsuit brought by the third founder, Brian Olson, whose employment was terminated in 2005.

Olson claimed that he was entitled to the “fair value” of his equity interest in Viking based on Viking’s

extraordinary six-year fi nancial track record. Alternatively, he claimed that he had reached an oral

agreement with his partners to pay him a six-year “earnout” based on a percentage of Viking’s profi ts

going forward. The Delaware Court of Chancery granted summary judgment for defendants, dismissing

the oral “earnout” claim on the ground that the statute of limitations applied to LLCs in Delaware — a

question of fi rst impression affi rmed on appeal by the Delaware Supreme Court. After a full trial on the

merits, the court then dismissed all of Olson’s remaining claims, including his “fair-value” claim.



FOREIGN CORRUPT

PRACTICES ACT

The U.S. Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC) have brought more Foreign Corrupt Practices

Act (FCPA) prosecutions in recent years than in the preceding several decades. With additional dedicated DOJ and SEC resources committed to enforcement, increasing cooperation from foreign regulators, rising numbers of multi-jurisdictional investigations and signifi cantly increased sanctions, any company engaged in cross-border business needs to pay close attention to corruption risk in its organization and invest in an effective anti-corruption compliance program.

Paul, Weiss offers a unique combination of world-recognized expertise, experience and resources that can effectively handle the most complex and challenging FCPA issues, compliance matters and investigations. Our Litigation Department recently announced the addition of a former Deputy Chief of the DOJ, Criminal Division, Fraud Section, an experienced prosecutor who served as the architect and key enforcement offi cial of the DOJ’s FCPA enforcement program from 2004 to 2010.

Our team also features former SEC Enforcement Division offi cials with signifi cant FCPA experience, both at the SEC and at Paul, Weiss. They work closely with the DOJ’s dedicated FCPA personnel in connection with parallel investigations and prosecutions, and are sought-after speakers on U.S. and global compliance issues.

HEDGE FUND

LITIGATION


HIGHLIGHTS


How do you know when you’ve reached the heights

of your profession, the pinnacle of your industry?

Certain benefi ts accrue: Wisdom. Confi dence.

A sense of perspective. Not to mention a

wonderful view.

Since the fi rm’s inception, Paul, Weiss lawyers

have played a vital role in helping clients reach —

and exceed — their most ambitious goals.

“ The heights of great men reached and kept Were not attained by sudden fl ight, But they, while their companions slept, Were toiling upward in the night.”

— Henry Wadsworth Longfellow

39


40

MEDIA &

ENTERTAINMENT

H IGHL IGHTS

Famous for our roots in the glory days of Broadway and Hollywood, Paul, Weiss has forged an active and innovative media and entertainment practice.

Decades of working with prominent industry players — combined with a thorough knowledge of

the economic, regulatory and technological forces that shape the present day — places our fi rm in a

unique position to help media and entertainment businesses, investors and entrepreneurs in business-

critical, precedent-setting transactions and litigation.

Our cross-departmental Media and Entertainment Group marries one of the oldest and most

prominent entertainment and IP practices in the country with years of sophisticated New York-based

M&A and fi nance experience and world-renowned Litigation and Bankruptcy Departments. What

follows is a list of some of our outstanding work:

• We handled the strategic merger of the Endeavor Talent Agency with rival William Morris (see page

8). The combined agency — William Morris Endeavor Entertainment — boasts more than 300

agents representing clients in fi lm, television, music, books, commercials and corporate branding.

• We’ve been at the center of the evolution of the cable television industry, sustaining long-term

relationships with the industry’s key players. Our recent efforts include Time Warner’s $17.9 billion

acquisition of the cable properties of bankrupt Adelphia Communications Corporation. We also

represented the unoffi cial noteholder committee that sponsored Charter Communications’ historic

prearranged chapter 11 plan (see page 17).


41


Paul, Weiss was selected as “Technology, Media & Telecommunications Firm of the Year 2009” by Asian Counsel magazine.

Paul, Weiss lawyers are “longtime experts in a range of IP litigation affecting the fi lm and music industries.”


• Discovery Communications has been our client for nearly 20 years. Most recently, we’ve helped

Discovery structure two exciting joint ventures — OWN, The Oprah Winfrey Network, a 50/50

joint venture between Winfrey and Discovery, and a new partnership with Hasbro to create the HUB,

a new children’s cable television network (see page 8).

• In a sign of the times, our Bankruptcy Department was also busy representing Houghton Miffl in Harcourt Publishing Company and its affi liates in the successful completion of one of the largest

out-of-court balance sheet restructurings to date (see page 16).

• Warner-Elektra-Atlantic Corporation, the distribution arm of Warner Music Group Corp., called

on us to help it defeat a purported nationwide class action brought by several small, independent

retailers of compact discs under the Robinson-Patman Act (see page 36).

• As the global demand for entertainment and information continues to grow, we are helping our

clients capitalize on this brave new world through the reach of our overseas offi ces, with a special

concentration on deals in Asia. Prominent clients include AsiaSat (see page 9), Sony Pictures, Columbia Pictures, Motorola, Inc. and Microsoft. ASIA

Clients depend on us for our knowledge of the media and entertainment business and for our

commitment to helping them forge a more connected world.

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42

Recent awards for the fi rm’s pro bono

efforts include:

• The 2010 Immigration Equality Safe Haven Award for our representation of persons seeking asylum in the United States due to persecution they face in their native countries as a result of their sexual orientation or HIV status

• The Matthew G. Leonard Award for Pro Bono Excellence from MFY Legal Services, Inc., and The Adult Home Resident Hero Award from the Coalition of Institutionalized Aged and Disabled for our representation of Disability Advocates, Inc. on behalf of individuals with mental illness

• The Legal Aid Society’s 2009 Pro Bono Publico Award, presented to eight Paul, Weiss lawyers for outstanding service to the society and its clients

• The Pro Bono Champion Award from The Door, an organization devoted to empowering young people to reach their potential.

H IGHL IGHTS

PRO BONO

Throughout our fi rm’s history, we have maintained an unwavering commitment to provide pro bono legal assistance to those in need and to serve the public interest, and the fi rm’s pro bono work continues to contribute to signifi cant progress and changes in the law.

DISABILITY ADVOCATES Wins Victory Against Discrimination We represented Disability Advocates, Inc., an organization that protects and advances the rights of

adults and children with disabilities, in a pro bono suit against New York State agencies and offi cials.

The suit sought to end the state’s policy and practice of placing persons with mental illnesses who

reside in New York City in adult homes, maintaining that the state administered its mental health

services in a way that denies segregated individuals with mental illnesses the most integrated settings

appropriate to their needs. The court sided with Disability Advocates on all fronts by ruling after a

three-week trial that the state violated the Americans with Disabilities Act.

HOUSING AUTHORITY RESIDENTS Seek Safe Elevators Together with co-counsel the New York Legal Assistance Group, we represent more than 7,000

New York City Housing Authority (NYCHA) residents with serious mobility impairments in a class

action lawsuit. The federal suit asserts that NYCHA’s widespread failure to maintain the elevators in

its buildings in operable working condition discriminates against disabled residents.

WELFARE RECIPIENTS Seek Subsistence Grant Working with the Urban Justice Center and the Economic Justice Project of the City University

of New York School of Law, we brought an action in New York Supreme Court challenging the

suffi ciency of New York State’s basic welfare grant. Article XVII of the New York State Constitution

establishes that “the aid, care and support of the needy are public concerns.” For nearly 20 years,

New York State failed to raise the basic welfare grant despite the corrosive effect of infl ation. The

state case is pending.

LAW ENFORCEMENT OFFICERS Obtain VindicationWe represented 11 Asian-American police offi cers in a case against the Port Authority. After 2½

weeks of trial, the jury unanimously found that the Port Authority’s promotion practices from

1996 to 2005 had a disparate impact on Asian-American police offi cers and that the Port Authority

intentionally discriminated against seven of the 11 plaintiffs, who were awarded a total of

$1.64 million in back pay and compensatory damages.


43

SOCIAL ENTREPRENEURS Undertake Transformative Work AFR ASIA EUR

We counsel Ashoka Fellows, entrepreneurs who combine innovative solutions to social problems with

a commitment to bold new ideas that transform economic patterns across the world. We are currently

helping Ashoka with legal matters in South Africa, Ireland, Nepal and Tanzania.

CLIENTS Seek Effective Assistance of Counsel We represent indigent defendants at a number of stages in the criminal process. We recently obtained,

on appeal and in post-conviction proceedings, reversals of convictions based on ineffective assistance

of counsel. One client is serving as the lead plaintiff in a class action challenging New York’s public

defense system statewide for failing to provide adequate representation for indigent criminal defendants.

YALE LAW SCHOOL CLINIC Revitalizes NeighborhoodWe assisted Yale Law School’s Community Economic Development Law clinic as it worked

with a local community development organization in its efforts to revitalize the Greater Dwight

neighborhood in New Haven, Conn. Students at the clinic recently closed an $11.5 million mortgage

loan refi nancing of the only full-service supermarket within the city of New Haven.

STUDENTS Work on Behalf of Iraqi Refugees ME

We assist the Iraqi Refugee Assistance Project, a student-run organization with chapters at Yale Law

School, New York University School of Law and University of California, Berkeley School of Law.

The project works to improve the plight of Iraqi refugees by facilitating the resettlement of refugees

from abroad, improving U.S. policy toward the refugee crisis and easing the transition of newly

resettled refugees to American life.

CITY BAR JUSTICE CENTER Assists Survivors of Human Traffi cking and Violent CrimesWe are assisting the City Bar Justice Center’s Immigrant Women & Children Project in its efforts

to assist survivors of human traffi cking and victims of violent crimes applying for lawful permanent

residency in the United States.


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44

OUR CAPITOL NEW HOME

the fi rm’s reputation as a compact, hard-hitting

litigation force in Washington. With a focus

on antitrust, securities, product liability,

patent and complex commercial litigation,

the D.C. offi ce assists many of the fi rm’s most

prominent clients, including Altria, Citigroup,

Deloitte, Doosan, ExxonMobil, MasterCard,

Pfi zer, Sharp and Time Warner. The offi ce

serves this impressive client portfolio by

combining its advocacy prowess with the

well-established litigation strength of the fi rm’s

New York lawyers.

H IGHL IGHTS

“I like to think of Paul, Weiss D.C. as another

fl oor of the New York offi ce,” explains Ken

Gallo, managing partner of the D.C. offi ce.

As the partner-in-charge of the offi ce, Ken has

dedicated himself to the seamless integration

of D.C. and New York lawyers to serve clients.

“The depth of our teamwork between the

offi ces is highly uncommon for large fi rms.

But we fi nd that it greatly benefi ts our clients,”

Ken says. The collaborative nature of the two

offi ces manifests itself in the travel itineraries

The Paul, Weiss D.C. offi ce is a robust practice that has raised

LEFT TO RIGHT: Partners Beth A. Wilkinson and Kenneth

A. Gallo; associates Ludovic C. Ghesquiere

and Katherine Halpin Moor; partners

Patrick S. Campbell, Robert P. Parker and

Charles E. Davidow


45


EXPANDING ALONG

WITH OUR PRACTICE

Bright light welcomes you into the lobby of the fi fth fl oor at 2001 K St., NW — the fi rm’s new home in Washington, D.C. It is the third location for the fi rm in the nation’s capital since 1981, when nine lawyers set up shop in a townhouse on Massachusetts Avenue. Only a few years later, in 1985, the fi rm was growing and in need of new space. Paul, Weiss moved across town to L Street, where the fi rm remained until this past year.

By 2004, the D.C. offi ce had doubled in staff size, growing to about 20 members (legal and nonlegal). Four years later, that number doubled again. All told, the offi ce has grown to nearly seven times its original size since it opened and today boasts a collective staff of 70 on two fl oors of an 11-fl oor complex — with room to grow.

of the D.C.-based partners: Most visit the

New York offi ce once a week.

The D.C. practice, staffed by veterans

including Joe Simons, Henk Brands, Alex

Oh and Bob Parker, was enhanced by the

arrival of Chuck Davidow in 2006 and

Beth Wilkinson in 2009. “Chuck is known

as a great securities litigator, and Beth is a

renowned trial lawyer; their addition really

raised our profi le,” says Ken. Partner Julia

Tarver Mason, a fi erce advocate for the fi rm’s

pro bono initiatives, also recently relocated to

the Paul, Weiss D.C. offi ce after practicing in

New York for 12 years, bolstering the fi rm’s

litigation presence even further.

But the D.C. offi ce is not exclusively a

litigation shop; the partnership includes

a homegrown Paul, Weiss corporate

telecommunications specialist, Patrick

Campbell. Patrick, who has been with the

fi rm since his summer associate years, was

mentored by Paul, Weiss alumnus Phillip

Spector, former D.C. offi ce managing partner

and now executive vice president and general

counsel at Intelsat, the world’s largest satellite

company. In addition to other high-profi le

telecom transactions, Patrick represents

Intelsat on an array of matters.

Chuck Davidow represents another important

aspect of the practice. The U.S. fi nancial crisis

has caused a shift within the legal community

and the nation at large — New York

traditionally had held the title of fi nancial

epicenter of the country, but Washington

is now more important than ever. “SEC-

related matters have always been a substantial

component of the fi rm’s practice,” Chuck says,

“but in this environment, the SEC and other

D.C.-based fi nancial regulators are playing an

even larger role in the business of our clients.”

Accordingly, the fi rm’s location in D.C. helps

clients immensely because of its proximity to,

and experience with, the headquarters of the

nation’s pre-eminent regulatory bodies.

The old adage of “location, location, location”

is true — but gone are the days when living in

one city hindered lawyers from helping clients

and colleagues in another. The lawyers in the

D.C. offi ce of Paul, Weiss have proven time

and again the value of being client-focused

rather than offi ce-focused. And after nearly 30

years, the offi ce continues to dedicate itself to

providing outstanding client service.

OUR D.C . OFF ICE :

Staff size: 70 (40 attorneys)

Floors: 2

Conference rooms: 5

Craig A. Benson Henk Brands Patrick S. Campbell Charles E. Davidow Kenneth A. Gallo Julia Tarver Mason

Mark F. Mendelsohn Alex Young K. Oh Robert P. Parker Joseph J. Simons Beth A. Wilkinson

PARTNERS RESIDENT IN OUR

WASHINGTON, D.C. OFFICE


46

NEW PARTNERS

CRAIG A. BENSON became a partner in the Litigation Department, where his practice focuses on

general commercial litigation matters, including antitrust and intellectual property. His experience has

involved representing clients in industries including fi nancial services, pharmaceuticals and biotechnology,

automotive, chemicals, oil and gas, tobacco and hospitality.

ALICE BELISLE EATON became a partner in the Bankruptcy Department, where she advises clients

in corporate restructurings and chapter 11 cases, focusing on transactions arising in the context of

out-of-court workouts, rescue and post-petition fi nancings, asset sales, exit fi nancings and related

emergence transactions.

ANDREW C. FINCH became a partner in the Litigation Department, where his practice focuses on

antitrust matters, including civil and criminal government investigations, complex private litigation in

federal and state courts, and appeals. He also counsels clients on the full range of business practices that raise

antitrust issues, including mergers and acquisitions, joint ventures, interlocking directorates, distribution

practices and compliance training. Mr. Finch joined Paul, Weiss in 2005 from the Antitrust Division of the

U.S. Department of Justice (DOJ), where he served as counsel to the Assistant Attorney General.

ROBERT D. GOLDBAUM joined the fi rm to head our Investment Management transactions practice,

which focuses on acquisitions, sales and minority investments in the investment management industry.

Before joining Paul, Weiss, Mr. Goldbaum co-founded HighView Investment Group with Ralph

Schlosstein (co-founder and former President of BlackRock), an investment management fi rm targeting

acquisitions of minority interests in independent alternative asset managers. Previously, he was a senior vice

president focusing on new investments at Affi liated Managers Group, which he joined after more than 14

years in private legal practice.

DAVID S. HUNTINGTON became a partner in the Corporate Department, where his practice focuses on

corporate fi nance and securities transactions. Prior to joining Paul, Weiss, Mr. Huntington served as counsel

to Chairman William H. Donaldson and Chairman Christopher Cox of the U.S. Securities and Exchange

Commission (SEC) and as senior counselor to the general counsel of the SEC.

STEPHEN P. LAMB joined the Corporate and Litigation Departments of the fi rm in the summer of 2009,

following a 12-year term as Vice Chancellor of the Delaware Court of Chancery. As Vice Chancellor, Judge

Lamb presided over and decided some of the most important and precedent-setting matters in corporate law.

Before his appointment to the Court of Chancery, Judge Lamb practiced corporate and securities litigation

law for 17 years in Wilmington, Del. On Sept. 1, 2009, Judge Lamb established the fi rm’s newest offi ce in

Delaware. He divides his time between the Delaware and New York offi ces.

ELIZABETH R. McCOLM became a partner in the Bankruptcy Department, where her practice focuses

on insolvency matters for debtors, offi cial creditors committees, ad hoc bondholder groups, investors and

acquirers. She was the Secretary of the Committee on Bankruptcy and Corporation Reorganization of the

Association of the Bar of the City of New York from 2005 to 2008 and is currently a Committee Member.

MARK F. MENDELSOHN joins the Litigation Department effective June 1, 2010 following his service

as Deputy Chief of the Department of Justice, Criminal Division, Fraud Section. Mr. Mendelsohn is

internationally acknowledged as the architect and key enforcement offi cial of the DOJ’s FCPA enforcement

program. Prior to joining the Fraud Section, he was senior counsel in the DOJ’s Computer Crime and

Intellectual Property Section in Washington, D.C., and served as Assistant United States Attorney in the

U.S. Attorney’s Offi ce for the Southern District of New York. Mr. Mendelsohn will be resident in the fi rm’s

Washington, D.C. offi ce.

H IGHL IGHTS

For the seventh consecutive year since its inception, Paul, Weiss was selected by The American Lawyer as an “A-List” law fi rm — one of the top 20 law fi rms in the United States.


Paul, Weiss is a fi rm of more than 600 lawyers with diverse backgrounds, personalities, ideas and interests who

collaboratively provide innovative solutions to our clients’ most critical and complex legal and business challenges.

We represent a varied range of clients, including some of the largest publicly and privately held corporations and

fi nancial institutions in the United States and abroad. We are equally committed to representing those in need, and

our pro bono efforts continue to benefi t the world in profound ways.

©2010 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this brochure may be considered attorney advertising. Past representations are no guarantee of future outcomes.

REVIEW 20092010

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1

New York

1285 Avenue of the Americas

New York, NY 10019-6064

United States

Tel 212-373-3000

Beijing

Unit 3601, Fortune Plaza Offi ce Tower A

No. 7 Dong Sanhuan Zhonglu

Chao Yang District, Beijing 100020

People’s Republic of China

Tel 86-10-5828-6300

Hong Kong

Hong Kong Club Building, 12th Floor

3A Chater Road, Central

Hong Kong

Tel 852-2846-0300

London

Alder Castle, 10 Noble Street

London, EC2V 7JU

United Kingdom

Tel 44-20-7367-1600

Tokyo

Fukoku Seimei Building, 2nd Floor

2-2 Uchisaiwaicho 2-chome

Chiyoda-ku, Tokyo 100-0011

Japan

Tel 81-3-3597-8101

Washington, D.C.

2001 K Street, NW

Washington, DC 20006-1047

United States

Tel 202-223-7300

Wilmington

500 Delaware Avenue, Suite 200

Post Offi ce Box 32

Wilmington, DE 19899-0032

United States

Tel 302-655-4410

www.paulweiss.com

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

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