arnoldporter.com

ARNOLD PORTER LLPCOMMITMENT | EXCELLENCE | INNOVATION

Our Values

commitment | excellence | innovation

Our firm is defined by the following core values:

a commitment to excellence in the practice of law;

adherence to the highest standards of ethics and professionalism in everything we do;

a profound appreciation and respect for diversity and individuality among our colleagues;

a deep commitment to public service and pro bono work.

These values are an integral part of the fabric of Arnold & Porter LLP and inform all our actions. This includes finding the right approach to find the best solutions for our clients complex matters with an interdisciplinary approach to problem solving. In an era of constant change, our values help us stay focused and enable us to continue to be the law firm that, when the stakes are high, provides the decisive edge.

At the Intersection of Business, Law, and Regulatory PolicyFrom the founding of the firm through today, Arnold & Porter LLP has been building on a solid foundation of understanding the complexities of regulatory mandates and requirements that can be an impediment to getting business done. Our lawyers operate at the critical intersection of business, law, and regulatory policy. Through precedent-setting work before administrative agencies and courts, we have helped clients establish new interpretations of existing laws. In other instances, we have provided key strategic advice on drafting important legislation. A number of our lawyers have served in key positions in the government, and they bring a sophisticated understanding of the pivotal relationship between government and business to the clients they now serve.

Landmark Merger/Antitrust Clearance

Arnold & Porter helped Boston Scientific Corporation acquire Guidant Corporation in the largest medical device company merger in history. The success of the $27 billion acquisition hinged on the firm quickly obtaining FTC antitrust approval for the deal. On January 26, 2006, Boston Scientific and Guidant announced that Guidants Board of Directors had unanimously approved and entered into the merger agreement provided to Guidant by Boston Scientific. Guidant Corp. rejected longtime suitor Johnson & Johnson in favor of a $27.2 billion offer from rival Boston Scientific Corp., ending one of the most intense bidding wars in years, stated The Washington Post. The transaction was particularly noteworthy because Johnson & Johnson had already received antitrust approval world-wide for its acquisition of Guidant, and Boston Scientific Corp. had to convince Guidant shareholders that it would be able to obtain similar antitrust clearances on an expedited basis. The FTC granted antitrust approval on April 21, 2006.

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2casestudyCreating a New Era for Telecommunications

We represented SBC Communications Inc. in a landmark transaction heralding a new era for the telecommunications industry. On November 18, 2005, SBC completed its $16 billion acquisition of AT&T Corp. forming the new AT&T Inc. Lawyers in our Washington, London, and Brussels offices helped SBC secure US and foreign regulatory approvals for the AT&T merger and antitrust clearance in the US and a number of foreign countries, and also provided government contracts and regulatory policy advice. We have assisted SBC in most of its previous major mergers, including its acquisitions of Pacific Telesis, Ameritech, and SNET; the combination of SBCs and BellSouths wireless businesses to form Cingular Wireless; and Cingulars $41 billion acquisition of AT&T Wireless.

Our firms approach can be seen most clearly in the way our lawyers litigate complex disputes. More than half of our attorneys are actively engaged in litigation in federal and state courts. In addition to serving in all traditional rolesfrom pretrial discovery to trials to appellate advocacywe frequently serve as national coordinating counsel for the principal defendants in mass tort litigations.

A High Stakes Mass Tort

In 1997, Wyeth selected Arnold & Porter as its National Counsel to defend claims by six million former users of its diet drugs in what has been called the largest mass tort case involving a single defendant. After three years of tough litigation, Arnold & Porter lawyers persuaded the class action court to accept an unprecedented settlement which resolved the vast majority of the six million claims. That settlement was praised in the Harvard Law Review as a fundamental shift with the potential to redefine the future of the mass tort class action.

Although about 98 percent of the class members accepted the Settlement, 60,000 opted to file individual lawsuits in courts across the nation. Over the next three years, 80 Arnold & Porter attorneys spearheaded the efforts of attorneys throughout the country to resolve those lawsuits through an aggressive removal strategy, medical eligibility hearings, and ultimately almost 70 bellweather trials involving about 200 claimantsall designed to protect the original Settlement from the attacks of maverick plaintiff lawyers.

Overall, the Arnold & Porter-led trials resulted in either defense verdicts or minimal awards more than 90 percent of the time. One opposing counsel was quoted in the press as calling those verdicts insulting to the plaintiffs. Faced with such losses in court, virtually all of the plaintiffs then accepted the terms Wyeth had publicly announced.

3casestudySetting the Standard for Dealing with Tough Lawsuits

Airline

Biotechnology

Broadcasting

Chemicals

Communications

Computer Hardware and Software

Construction

Consumer Products

Defense Contracting

E-business

Energy

Entertainment

Environmental Services

Financial Institutions

Health Care

Homeland Security

Hospitality

Information Technology

Life Sciences

Media

Medical Devices

National Security

Paper

Petroleum

Pharmaceuticals

Real Estate

Real Estate Brokerage and Management

Securities Underwriting and Brokerage

Smokestack

Sports

Telecommunications

Among the Industries We Serve

Forging a Path for the New Economy

Today, its not enough for legal counsel to keep pace with the new information- driven economythey must help their clients set the pace. With a keen understanding of the current legal and regulatory policy environment and broad experience in intellectual property rights and technological issues, Arnold & Porter is a pacesetter. Across international borders, our firm has gained a reputation for providing sophisticated insight in acquiring, protecting, and commercializing intellectual property and technology. We have created relationships within virtually every boom market in the new economyincluding the Internet and e-commerce, biotechnology, pharmaceuticals, life sciences, telecommunications, and information technology.

To meet the growing needs of these clients, we have created a network of offices in such key high-tech and financial centers as New York, London, Los Angeles, Denver, and Northern Virginia, while maintaining a strong presence in Washington, DC, to stay ahead of the changing regulatory curve. In a volatile global marketplace, Arnold & Porter is one firm you can trust to keep your future in mind.

Antitrust, Competition, and Trade Regulation

Bankruptcy

Compensation and Benefits

Consumer Product Safety

Corporate and Securities

Derivatives

Environmental

Financial Services

Food, Drug, and Medical Devices

Government Contracts

Intellectual Property and Technology

International Litigation and Arbitration

International Trade

Litigation

Privatization

Product Liability

Project Finance

Public Policy and Legislative

Real Estate

Securities Enforcement and Litigation

Tax

Telecommunications

White Collar Crime4casestudySetting Precedents in Intellectual Property: AtheroGenics

AtheroGenics chose Arnold & Porter to help partner the development and commercialization of its Phase 3 cardiovascular compound. This was a bet the company deal and resulted in an agreement with AstraZeneca for up to $1 billion in milestones, plus substantial royalties and funding for a new AtheroGenics sales force. It was, according to Bio World, the biggest biotech deal of 2005. We represent numerous pharmaceutical companies, biotechs, and nonprofits in their most important licensing, corporate, regulatory, and antitrust matters.

Practice Areas

Our transactional attorneys negotiate, structure, and complete business transactions of all types and sizes across the country and around the world. At any given time, we are involved in significant mergers, acquisitions, divestitures, financings, and new business ventures. Our extensive regulatory expertise brings sophistication, creativity, and value to our representationwhether the matter be a billion-dollar merger, an IPO, a real estate build-to-suit project for a Fortune 500 company, or anything in between. The scores of transactions in which we participate each year involve every major industry, capital market, and global regionand the handling of each matter is individually tailored to the clients objectives and needs. Just ask an Arnold & Porter client.

World of Commerce

Global Transactions

Arnold & Porters sovereign finance practice is one of the most sophisticated in the world. In 2006, our attorneys advised the government of Pakistan on UK and US law in its series of bond issues, including a Rule 144A placing for US investors. The Islamic Republic of Pakistan completed an $800 million global securities offeringits first Rule 144A transaction in more than a decade. For many years, we have represented Brazil, Venezuela, Panama, and Turkey, representing them in hundreds of transactions. In the fall of 2005, we handled two marquee transactions for Brazil. Weve also recently handled significant sovereign finance transactions for Colombia and El Salvador.

6casestudyMergers & Acquisitions

After US Airways first failed Chapter 11 reorganization, in which it was represented by other counsel, we represented US Airways in its second Chapter 11 proceeding and merger with America West, creating the first nationwide full service low-cost airline. When US Airways filed its second Chapter 11 case in September 2004, most experts and analysts opined that the company would fail as a going concern in early 2005, shut its doors, and liquidate. But our firm proved the experts wrong by moving at top speed on several fronts for US Airways. In the first days and weeks of the Chapter 11 case, we obtained continued use of an Air Transportation Stabilization Board Loan as cash collateral at amounts well in excess of amounts permitted under the loan agreement before the Chapter 11 filing. We restructured billions of dollars of aircraft financings, purchase orders, and related agreements. We obtained a DIP loan convertible to equity in an as yet undefined plan of reorganization. And, in a unique legal approach, we obtained court authorization for (a) rejection of collective bargaining agreements under Section 1113, (b) reduction of retiree medical expenses under Section 1114, and (c) termination of three defined benefit plans, collectively involving billions of dollars of current and future obligations, all in a single motion filed in the bankruptcy court on 20 days notice to parties. The success of our bankruptcy team in assisting US Airways with restructuring its balance sheet paved the way for US Airways to raise almost $1.5 billion of new capital and to exit bankruptcy via its innovative merger with America West.

One of the top 10 Leading mergers and acquisitions law firms by value of deals, first quarter 2006. Bloomberg Financial Markets source

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True to our reputation for independence and innovation, our firm maintains an uncommon commitment to serving organizations and individuals who cannot afford to pay for legal representation. From defending government employees suspected of disloyalty during the McCarthy era of the 1950s to the landmark 1963 Supreme Court case Gideon v. Wainwrightwhich guaranteed the right to legal counsel in serious criminal cases regardless of ability to payto our work for civil and international human rights today, Arnold & Porters commitment to pro bono service spans more than half a century.

To help us reach out to the underserved, our firm has developed strong ties with community-based public interest organizations. We have taken on a diverse set of issues, including the arts, the rights of the disabled, employment discrimination, the environment, and free speech.

Committed to Serving All

Our commitment to and leadership on diversity and workplace issues have been core values of the firm since its founding, and have been acknowledged through numerous awards and recognitions over the years. These honors include being named to Fortune Magazines 100 Best Companies to Work For for four years in a row (2003-2007); receiving the Minority Corporate Counsel Associations Thomas L. Sager Award on seven occasions since 1999 and being the only law firm ever named Employer of Choice by MCCA. We have been included on Working Mother Magazines Working Mother 100 Best Companies a total of seven times, and in 2004 and 2005, Arnold & Porter was the only law firm on the Fortune list that also made Working Mothers list of best companies.

Diversity

Dedicated to Your Success

By partnering with Arnold & Porter, you retain a force of over 600 attorneys practicing in close to 25 practice and industry areas worldwide, with a sophisticated understanding of the complex environment where business, law, and regulatory policy intersect.

We invite you to learn more about Arnold & Porter and what powerful benefits we can bring to your business. To learn more about Arnold & Porter, please visit our website at arnoldporter.com.