Snapshot of 2012 - Latham & Watkins€¦ · I hope you enjoy our 2012 Annual Review. ... #1 Most...

2012 Annual Review

Snapshot of

2012

01 Letter from the Chair

03 Client Stories

62 At the Intersection of Law and Policy

64 Financial Institutions Global Conference

65 Forum on the Future of Energy

66 DevelopmentsinUSLiquefiedNaturalGasExportstoJapan

67 TheNewSilkRoad:AsiaInvestmentintheMiddleEast

68 Diversity

69 Pro Bono

70 Community Service

71 2012Awards&Rankings

Contents

Latham&Watkins’2012AnnualReviewhasbeenprintedonacertifiedFSCpaperproduct,usingsoy-basedinks.

Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom, France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. Latham & Watkins practices in Saudi Arabia in association with the Law Office of Salman M. Al-Sudairi. In Qatar, Latham & Watkins LLP is licensed by the Qatar Financial Centre Authority. © Copyright 2013 Latham & Watkins. All Rights Reserved.

I hope you enjoy our 2012 Annual Review. It contains many client success stories and includes highlights of our values in action. Diversity, collaboration and teamwork are central to the culture of Latham & Watkins. Throughout 2012, we collaborated with clients around the world on some of their most complex and enterprise-changing matters. We also took every opportunity to listen to and talk with clients — leading to more efficient, effective and innovative ways to provide legal services to help solve their most critical issues.

Innovation has long been a hallmark at Latham, and this year, the firm was recognized as the #1 Most Innovative US Law Firm in the Financial Times US Innovative Lawyers 2012 report. The report, now in its third year, ranks US law firms “that are bringing fresh thinking and practices to solving business problems.” While we are honored to receive this accolade, we remain energized to explore even more creative ideas to assist Latham clients to respond to changing market conditions.

We expanded our successful webcast series introducing sessions on the US JOBS Act (Jumpstart Our Business Startups), and continued our successful proxy season series, among others. We also hosted and co-sponsored a number of high-profile conferences in London, Asia and the United States, examining issues such as the role of London as a financial center and the boom in the oil and gas sector in the United States.

As always, we remained dedicated to giving back to both the legal community as well as the communities in which we work and live. In response to the damage and loss along the Eastern US coast from Hurricane Sandy, the firm established a Hurricane Sandy Disaster Relief Matching Program. Through this program, Latham matched contributions made by firm personnel to a number of organizations engaging in or supporting Hurricane Sandy disaster relief efforts. In addition, our lawyers and staff donated 176,000 hours in pro bono legal services around the world, and we were honored to receive the 2012 John H. Pickering Award from the Pro Bono Institute in recognition of our efforts to foster pro bono legal services worldwide.

Our thanks go to all of you who we had the pleasure of working with throughout 2012, as well as to all our many other friends and alumni in the legal and business communities.

Sincerely,

Robert M. DellChair and Managing Partner

Dear Clients and Friends:

Letter from

the Chair

1

ClientsMultiple Export Credit Agencies and Commercial Lenders

IndustryEnergy – Oil & Gas

PracticesBank Finance

Project Development & Finance

Transactional Tax

OfficesLondon

New York

Paris

Singapore

Tokyo

Washington, D.C.

Largest-ever Project Financing

US$20BillionLNGFacilitySlatedforCompletionin2016

In a matter that has received numerous accolades, Latham

& Watkins served as counsel to eight export credit agencies

from Japan, Australia, Korea, France, Germany and The

Netherlands, along with a syndicate of 33 commercial lenders,

on a US$20 billion project financing of a liquefied natural gas

(LNG) project in Australia sponsored by INPEX Corporation

and Total S.A. The financing efforts for the Ichthys LNG

project began in spring 2011 and the financing documents

were signed in December 2012 (with financial close occurring

in January 2013). According to press reports, the Ichthys

LNG project financing is the largest-ever arranged in the

international project finance market.

Capitalizing on Latham’s expertise and global resources

in project and bank finance, LNG and energy, the firm

assembled a cross-border team to get the massive deal done.

The Ichthys project comprises the development of two

gas liquefaction trains with a combined design capacity of

8.4-million tonnes per annum. LNG is produced by cooling

natural gas to -161°C, when it becomes a liquid that can then

be transported by LNG vessels. The LNG produced by the

Ichthys project will be supplied to seven Japanese utilities,

CPC Corporation of Taiwan and to affiliates of the sponsors.

In addition to LNG, the project is also expected to produce

1.6-million tonnes per annum of liquefied petroleum gas and

approximately 100,000-barrels per day of condensates.

This transaction was named “Asia-Pacific Deal of the Year” by

Project Finance International and “Asia-Pacific Multisource

Financing Deal of the Year” as well as “Global Deal of the

Year” by Project Finance magazine. n

Latham & Watkins • 2012 Annual Review

3

ClientAmazon.com

IndustriesInternet & Digital Media

Retail & Consumer Products

PracticesIntellectual Property Litigation

Supreme Court & Appellate

OfficesSilicon Valley

Washington, D.C.

Defending Intellectual Property

DismissalinMajorAbstractPatentsCase

When the world’s largest online retailer needed to persuade

a federal court in San Francisco to dismiss a suit brought

against it by a patent owner, it turned to Latham & Watkins.

Seattle-based Amazon.com was sued by OIP Technologies,

Inc., which claimed the company infringed its patent

covering a method and apparatus for automatic pricing in

online commerce.

In a decision granting Amazon’s motion to dismiss all

62 claims at issue in the case, the US District Court for the

Northern District of California agreed with the Latham team’s

argument that the technology at issue was not patentable

under US patent law. This was one of several victories for the

firm, which has gained a growing reputation in successfully

invalidating abstract patent claims under 35 U.S.C. §101.

Silicon Valley-based OIP claimed that the software Amazon

uses online infringed on its patent, and sought a share of

Amazon’s billions of dollars in revenue to compensate for

what it said was unauthorized use of its technology. A team

of intellectual property and appellate litigators prepared a

defense based on lack of patent eligibility due to the abstract

nature of the patent claims, at a time when the appellate

courts were issuing split opinions.

The judge in the case stated that the technology was not

patentable because it was “directed toward the abstract

idea of price optimization, which is a fundamental economic

principle” that belongs in the public domain. n


5

ClientQ-Cells SE

IndustriesCleantech

Industrials & Manufacturing

PracticesAntitrust & Competition

Environmental Transactions

Mergers & Acquisitions

Restructuring, Insolvency & Workouts

Technology Transactions

Transactional Tax

OfficesChicago

Frankfurt

Hamburg

Hong Kong

London

Munich

Washington, D.C.

Sale of Q-Cells to Hanwha Group: New Synergies in Solar Industry

AcquisitionofGermanSolarCellMaker CreatesThird-largestManufacturer

In August 2012, Latham & Watkins successfully advised

leading German photovoltaic manufacturer Q-Cells SE, as

well as its insolvency administrator, in the successful sale

of the company to South Korean conglomerate Hanwha

Group. The transaction — which was approved by creditors

of Q-Cells — launched a new entity, Hanwha Q-Cells, and

created the third-largest solar manufacturer in the world, with

capacity in Germany, Malaysia, South Korea and China.

An international team of Latham lawyers experienced in

cross-border mergers and acquisitions, cleantech and the

nuances of completing a deal out of a financial restructuring,

worked closely and intensely with Q-Cells on this demanding

transaction. Led from the firm’s Hamburg office, and after

challenging negotiations in Germany, Seoul and Malaysia,

the team was able to structure a deal that met the approval

of creditors, the insolvency administrator and German

regulators — bringing together the world-class technologies

and innovation of Q-Cells with the strong financial backing of

a Fortune Global 500 company.

Hanwha acquired the German headquarters and research

and development center of Q-Cells, the manufacturing

facilities in Germany and Malaysia, several subsidiaries in

other countries, as well as intellectual property in the form

of patents and most of Q-Cells’ 1,200 employees — keeping

production, technical know-how and jobs in Germany

and Malaysia, while capitalizing on its ability to enter new

markets as a global player in a growing industry. n


7

ClientWatson Pharmaceuticals, Inc.

IndustryLife Sciences

PracticesBenefits, Compensation & Employment


Intellectual Property

International Tax


Transactional Tax

OfficesBeijing

Brussels

London

Los Angeles

Madrid

Milan

Moscow

Munich

New York

Orange County

Paris

San Diego

Silicon Valley

Tokyo

Washington, D.C.

Creating a Global Powerhouse

€4.25BillionMergerCreatesThird-largestGenericDrugmaker

Latham & Watkins’ longtime client, Watson Pharmaceuticals,

Inc., is a leader in both the generic and branded

pharmaceutical markets. With the help of a team of Latham

lawyers, Watson acquired European generic rival Actavis

Group Hf in a €4.25–billion deal in October 2012, creating the

world’s third-largest generic drugmaker.

Latham assembled a global team, led by the firm’s Orange

County and London offices, to steer due diligence, tax

planning and document negotiation efforts. The cross-border

deal, which was executed under English law, called for

additional expertise in intellectual property, mergers and

acquisitions and environmental law, among other areas.

Numerous subject matter experts from Latham collaborated

with Watson’s senior management team to bring the complex

global deal to its successful completion.

The transaction more than doubles Watson’s international

reach and strengthens its commercial position in a number of

key European markets, including in the emerging markets

of central and eastern Europe and Russia. It also helps Watson

expand and diversify its business, making it a true global

force. The matter follows Latham’s representation of Watson

in another groundbreaking transaction — a first-of-its-kind

biosimilars joint venture with biotech giant Amgen, Inc. n


9

ClientsBanca IMI

Credit Suisse

Natixis SA

UniCredit Bank

IndustryContainers, Packaging & Glass

PracticesCapital Markets

Leveraged Finance

Transactional Tax

OfficesLondon

Madrid

Milan

New York

Helping Companies Access the Capital Markets

NewLawOpensCreditMarketstoPrivateCompaniesin Italy

In the first direct issuance by an unlisted Italian company

since the Decreto Sviluppo opened the Italian markets to

companies to access the debt capital markets, Latham &

Watkins represented the joint bookrunners Credit Suisse,

Banca IMI, Natixis and UniCredit in a high yield bond

offering of €275 million Floating Rate Senior Secured Notes

maturing in 2019.

The Decreto, or Law Decree, approved by the Italian

government in August 2012, allows issuers to fully deduct

the interest expense on bonds issued by unlisted Italian

companies and exempts interest payments to holders

resident in “whitelist” countries from withholding tax.

The issuer, Guala Closures S.p.A., is a leader in the

production of non-refillable closures for spirits, soft drinks,

wine, oil, pharmaceuticals and cosmetics, operating on five

continents, with 25 production facilities and a sales network

in approximately 100 countries.

The Latham team, led by US and Italian corporate lawyers in

Milan and London, collaborated with colleagues in Madrid

and New York, who assisted with the US securities and tax

law aspects of the deal as well as the security documentation.

The landmark transaction was the first-of-its-kind in Italy.

The deal is also noteworthy because of the role Latham’s

Milan office played in helping to craft the legislation — one

of Latham’s partners assisted the Italian government in

drafting the new corporate and tax laws under which the

Guala issuance was made, working with the Italian Ministry

of Economic Development. The firm’s expertise in the high

yield bond markets globally and in growing markets such as

Italy, has led to the involvement of the Italian capital markets

team in subsequent transactions by Rottapharm S.p.A.,

Cerved Technologies S.p.A and Zobele Holding S.p.A. n


11

ClientMattel, Inc.

IndustriesMedia & Entertainment

Retail & Consumer Products


Benefits, Compensation & Employment



International Tax


Real Estate


Transactional Tax

OfficesChicago

Hong Kong

Houston

London

Los Angeles

Orange County

Silicon Valley

Singapore

Tokyo

Washington, D.C.

Bringing Joy Around the World

MattelAcquiresHITEntertainment

Longtime client Mattel, Inc. turned to Latham & Watkins

to complete its acquisition of UK-based HIT Entertainment

Limited, one of the largest independent owners of preschool

intellectual property. The deal called upon Latham lawyers

from several practice areas and offices to successfully bring

the US$680 million matter to a close, uniting childhood icons

Barbie®, Thomas the Tank Engine™ and Barney™.

The firm brought together an experienced multidisciplinary

team, led by mergers and acquisitions lawyers from Los

Angeles. The team included lawyers adept in cross-border

transactions, particularly those involving acquisitions from a

privately held target. Latham’s merger control practitioners,

both in the US and UK, oversaw the antitrust and regulatory

aspects of the transaction, while tax lawyers with transactional

and international expertise assisted with the tax issues for

Mattel. Latham lawyers also consulted on environmental, real

estate and benefits and compensation issues.

HIT Entertainment, with more than US$180 million in

revenues, managed a global portfolio of popular preschool

brands. With lines of business spanning television and video

production, content distribution, publishing and consumer

products licensing, among others, in the UK, US, Canada,

China and Japan, the deal also required the expertise of

intellectual property lawyers fluent in cross-border issues.

With this acquisition, Mattel — the world’s largest toy

company — combines HIT Entertainment’s global

programming and licensing expertise with Mattel’s marketing,

distribution and brand management capabilities. n


13

ClientsBarwa Bank

Deutsche Bank AG

HSBC

QInvest

Standard Chartered Bank

IndustriesFinancial Institutions

Real Estate


Islamic Finance

OfficesDoha

Dubai

London

Riyadh

Setting a New Benchmark

US$4 Billion Sukuk Issuance

In July 2012, the State of Qatar in the Arabian Gulf returned to

the international sovereign Sukuk market after an absence of

nearly a decade to raise US$4 billion in a sovereign Sukuk that

was the largest US dollar-denominated Shari’ah-compliant

debt issuance of its kind to date. The successful Qatari

offering was more than six times oversubscribed, including a

record low profit rate of 2.1 percent for a five-year tranche and

3.24 percent for a ten-year tranche.

Latham & Watkins represented the joint lead managers —

Barwa Bank, Deutsche Bank, HSBC, QInvest and Standard

Chartered — on the transaction, which was a significant

development for the sovereign debt markets.

The Sukuk had an Ijara structure, a rental or leasing

agreement, where the originator sells assets to a special

purpose vehicle that issues Sukuk certificates to obtain

funding to pay for the assets. The underlying assets were

state-owned buildings and land in Qatar, and the structure

established a solid platform for future Shari’ah-compliant debt

issuances of significant scale.

As well as advising the joint lead managers, Latham lawyers

advised the State of Qatar on Qatari law, and acted for

Deutsche Bank as delegate.

This transaction was awarded the 2012 “Qatari Deal of the

Year” and received an honorable mention in the “Sovereign”

category by Islamic Finance news. n


15

ClientPoseidon Resources

IndustryWater/Wastewater

PracticesEnergy & Infrastructure Project Siting & Defense

Environmental Litigation


OfficesLos Angeles

Orange County

San Diego

New Ways of Bringing Water to Southern California

LargestDesalinationFacilityintheWesternHemisphereGets Green Light

A dedicated team of Latham & Watkins environmental and

finance lawyers helped Poseidon Resources navigate a maze

of state and federal regulatory reviews and litigation during

a 10-year period, as well as a range of financing, real estate

and corporate issues, to get its Carlsbad Desalination Project

underway. In November 2012, an appellate court rejected the

14th and final legal challenge to the construction of the project.

The decision capped a decade-long effort to approve the

building of the largest seawater desalination plant in the western

hemisphere. Scheduled to commence commercial operations in

2016, the Carlsbad plant will provide communities across the

San Diego area with a locally controlled supply of 50–million

gallons per day of high quality water — creating 2,300 jobs

during construction and 575 jobs for the life of its operations,

while generating up to US$5.3 million per year in increased

property and business tax revenue.

In addition to court challenges, the Carlsbad facility cleared

more than a dozen different regulatory reviews from state and

local agencies, including the California Coastal Commission,

State Lands Commission and Regional Water Quality Control

Board. In the penultimate lawsuit, the California Court of Appeal

upheld the conditions for withdrawing seawater from the Pacific

Ocean and turned back a series of arguments made by an

environmental non-profit group that sought to stop construction

of the innovative project.

Advocating for the Carlsbad plant required an intimate and

sophisticated knowledge of environmental laws and review

procedures, and the approval process set clear precedents

that should allow other such projects to proceed with more

certainty and lower litigation costs. As the first court opinion

interpreting key sections of state statutes for their application to

desalination facilities, the final decision in the case will guide

regulatory and judicial review of future desalination projects

throughout California. n


17

ClientToshiba Medical Italia

IndustryHealthcare Services & Providers

PracticeAntitrust & Competition

OfficesBrussels

Milan

Rome

Italian Cartel Investigation

Latham’sEuropeanAntitrustTeamDelivers

Latham & Watkins successfully defended Toshiba Medical

Italia (TMI), a medical equipment manufacturer, in a cartel

investigation brought by the Italian Antitrust Authority

(IAA). The IAA allegations centered on an alleged, complex

bid-rigging scheme concerning a large public tender for

electro-medical equipment for hospitals in southern Italy.

TMI and subsidiaries of other large electro-medical device

manufacturers had been fined a total of €5.5 million for

violations of EU competition law. Latham represented the

company during both the IAA investigation and in the

appeal from the IAA decision.

In its April 2012 ruling, the Administrative Court of Latium

annulled the IAA decision in its entirety and on the merits.

In a rare decision, it also ordered the IAA to pay the legal

costs of TMI and the other parties. Latham’s defense of the

company involved preparing extensive briefs and expert

witness testimony, and appearing on the client’s behalf at

the final oral hearing in Rome. n


19

ClientLucasfilm Ltd.

IndustryMedia & Entertainment




Real Estate


Transactional Tax

OfficesBrussels

Chicago

New York

San Francisco

Silicon Valley

Washington, D.C.

Star Power

TwoGlobalEntertainmentPowerhousesMerge

In late 2012, Latham & Watkins advised Lucasfilm Ltd.

— the company behind the iconic Star Wars motion pictures

and a leader in entertainment, innovation and technology —

on its acquisition by The Walt Disney Company, in a cash and

stock deal valued at US$4.05 billion.

The deal was widely covered by the business and legal press.

Lawyers in the Silicon Valley office led the Latham corporate

team, with contributions from Brussels, Chicago, New York

and San Francisco, to complete the landmark transaction.

In addition to the Star Wars films, the acquisition includes

Lucasfilm’s operating businesses in live action film production,

consumer products, animation, visual effects and audio post-

production. The deal combines two highly compatible family

entertainment brands and strengthens the long-standing

relationship between them that already includes successful

integration of Star Wars content into Disney theme parks in

the United States, France and Japan. n


21

ClientEME Homer City Generation, L.P.

IndustryEnergy – Power

PracticesAir Quality & Climate Change

Energy Regulatory & Markets

Environmental Litigation

Supreme Court & Appellate

OfficeWashington, D.C.

Challenging the EPA’s Transport Rule

MajorCourtofAppealsVictory

In a case closely watched by every major power provider in

the United States, Latham & Watkins served as counsel in the

successful representation of the lead petitioner in EME Homer

City Generation, L.P. v. Environmental Protection Agency, in

which the US Court of Appeals for the District of Columbia

Circuit ruled against federal regulators with respect to new

rules to control air pollution.

EME, an independent power producer, filed for review of the

Environmental Protection Agency’s (EPA) Transport Rule,

also known as the Cross-State Air Pollution Rule, which

was designed to prevent power plants in certain “upwind”

states in the eastern United States from emitting what were

considered to be unacceptable levels of contaminants, such as

sulfur dioxide and nitrogen oxides, across state borders.

In a 2–1 ruling, the appellate court agreed with EME and

co-petitioners that the EPA exceeded its Clean Air Act

authority when imposing the restrictions. In a major victory

for the industry petitioners, the court upheld the Latham

team’s argument that the agency had disregarded the core

cooperative federalism framework of the Clean Air Act and

contravened other key provisions of the Act. n


23

ClientUBS AG, Stamford Branch


PracticesAcquisition Finance

Bank Finance

OfficesFrankfurt

London

Los Angeles

Madrid

Milan

New York

Orange County

Financing a Musical Powerhouse

CreatingtheWorld’sLargestMusicPublisher

In June 2012, an investor consortium led by Sony Corp.

completed its US$2.2–billion acquisition of EMI Music

Publishing, giving the Japanese company control of the

largest music publishing empire in the world. The deal was

financed with a US$1.225 billion term B loan and revolving

credit facility provided by UBS, with a Latham & Watkins

team advising UBS.

Between EMI and Sony’s existing publishing business

Sony/ATV, the new company becomes a powerhouse in music

publishing, controlling the rights to more than 250 Beatles

songs, several Motown classics and newer works by a roster of

artists including Jay-Z, Norah Jones and Amy Winehouse.

This complex, high-profile and geographically expansive

deal was led by lawyers in Los Angeles, who oversaw work

on the senior secured loan to the acquirers and collaborated

with lawyers from across Latham’s offices. The complex

financing comprised two tranches: one US$1.15 billon term B

loan facility maturing after six years, and one US$75 million

revolving credit facility expiring after five years.

EMI Music Publishing is the music publishing division of

The EMI Group, once a FTSE 100-listed multinational music

company headquartered in London. The company has now

been broken up, with its music arm sold to Vivendi’s Universal

Music Group in 2011. n


25

ClientAdvent International Corporation

IndustryRetail & Consumer Products


Leveraged Finance


Private Equity

Transactional Tax

OfficesBrussels

Frankfurt

Hamburg

London

Second-largest Private Equity Deal in Germany

One of the Largest Public-to-Private Transactions in Germany

A team of Latham & Watkins lawyers was involved in one of

the largest public-to-private transactions in Germany by a

private equity firm in 2012. Latham advised leading global

private equity firm Advent International Corporation in its

voluntary tender offer for European retailer Douglas Holding

AG (Douglas). The €1.5–billion deal was ranked as the

second-largest private equity deal in 2012 within Germany.

A cross-border team of corporate lawyers, led by the firm’s

Frankfurt office, spearheaded the deal, which was a standout

in the European market and nearly a year in the making.

The mergers and acquisitions team was joined by lawyers in

Brussels and Hamburg. A finance team based in the London

office handled the complex financing for the transaction.

Beauty Holding Three AG, a holding company, which is held

indirectly through funds advised by Advent International,

announced a voluntary public tender offer for all outstanding

shares of Douglas Holding at an offer price of €38 per

share. The deal met its 75 percent acceptance threshold

and acquired approximately 96 percent in the course of the

tender offer.

Douglas, regarded as the #1 retailing group in Germany,

operates five divisions that sell perfume, books, jewelry,

confections and clothing at some 1,900 retail stores throughout

Europe. The deal, which concluded in December 2012, was

notable not only for its complex public-to-private structure,

but also because the founding family of Douglas retained

a 20 percent stake. Taking a public company private by a

private equity firm is a relatively rare occurrence in Germany,

and Latham is one of the few law firms in the country with the

understanding and capacity to advise on such a deal. n


27

ClientErnst & Young LLP

IndustryBusiness Services – Accounting

PracticesSecurities Litigation and Professional Liability

OfficesNew York

San Francisco

Washington, D.C.

Big Victory for Ernst & Young

LathamPrevailsinImportantAuditors’DefenseMatter

Latham & Watkins’ lawyers won a major victory for Big Four

accounting firm Ernst & Young LLP by obtaining dismissal of

the New York Attorney General’s (NYAG) claim that Ernst &

Young must disgorge and pay to the State of New York more

than US$150 million in fees that Ernst & Young allegedly

received from failed investment bank Lehman Brothers.

The NYAG sued Ernst & Young in 2010, alleging that the

auditor violated New York’s Martin Act, an antifraud blue

sky law, in connection with its audits of Lehman, and sought

all fees that the auditor received from Lehman since 2001,

plus restitution and damages. The NYAG’s lawsuit centered

on repurchase transactions known as Repo 105, which the

NYAG alleged Lehman used to manipulate its reported net

leverage figures. After a hearing in December 2012, the

judge issued a bench ruling in which he rejected the NYAG’s

argument that disgorgement is available against Ernst &

Young under the Martin Act, and dismissed the NYAG’s claim

for disgorgement of Ernst & Young’s fees as an improper claim

for punitive relief. n


29

ClientSeat Lighthouse Bondholders Committee

IndustryMedia Advertising & Publishing


Restructuring, Insolvency & Workouts

Transactional Tax

OfficesFrankfurt

Hamburg

London

Milan

Munich

New York

Washington, D.C.

Seat Pagine Gialle Restructuring

LandmarkCross-borderRestructuring

Latham & Watkins represented an ad hoc committee of

bondholders in a restructuring involving approximately

€2.7 billion of debt of the listed Italian multimedia directories

publisher and information search services provider Seat Pagine

Gialle S.p.A. Close collaboration between the firm’s Milan

and London offices, among others, helped bring this landmark

restructuring to completion.

The complex financial restructuring called for innovative and

creative problem solving from the Latham team. The team

worked to complete a legal and options analysis that aligned

the interests of Seat Pagine Gialle and the bondholders, which

ultimately paved the way to completion of the restructuring.

The matter involved the first UK scheme of arrangement of

an Italian debtor, which was approved by the English courts,

and the first managed unwinding of a non-transparent Italian

Bank Lender of Record (IBLOR) structure. Following the

equitization of approximately €1.3 billion of subordinated

bonds, the final step in the restructuring included a cross-border

reverse merger to cure the company’s negative equity. As a

result, our clients received 90 percent of the listed shares in the

post-restructured group.

The restructuring, which was completed in September 2012,

allowed the firm’s client to retain a significant stake in

the business. n


31

ClientSpirit Realty Capital, Inc.

IndustryREITs



Capital Markets

Real Estate

Transactional Tax

OfficesChicago

Houston

Los Angeles

New York

Stock Exchange Debut

LargestREITIndustryIPOSinceMay2011

Latham & Watkins’ lawyers advised real estate investment

trust (REIT) Spirit Realty Capital, Inc. in its New York Stock

Exchange-listed initial public offering (IPO). The transaction,

with gross proceeds of US$500 million, was the largest REIT

IPO in the US since May 2011.

A Latham team with extensive experience in REIT-specific

corporate, finance, real estate and tax issues led the deal,

which involved a number of complicated restructuring and

financing transactions, including a new credit facility and the

conversion of certain senior indebtedness into equity in the

newly public REIT. The net proceeds of the offering were used

to repay the remainder of the company’s senior indebtedness

in order to reduce its overall leverage.

Spirit Realty Capital, Inc. is a self-administered REIT that

specializes in single-tenant, free-standing properties in more

than 45 US states. n


33

ClientLeonard Green & Partners L.P.

IndustryRetail & Consumer Products




Private Equity

Real Estate


Transactional Tax

OfficesBrussels

Chicago

London

New York

Investment in a Legendary British Retailer

Cross-border Acquisition in Topshop/Topman Limited

Leonard Green & Partners L.P. (LGP) is a US-based private

equity firm with a solid track record of investments in the

retail industry. The firm continued its string of successes in

the apparel sector with the acquisition of a 25 percent stake in

iconic British fashion retailer Topshop/Topman Limited from

Arcadia Group Brands Limited.

A cross-border, multidisciplinary team of Latham & Watkins

lawyers advised LGP on structuring and executing the

transaction. Led by Latham’s Private Equity Practice, the

transaction required additional expertise in antitrust and

merger clearance, employee benefits and compensation,

finance, intellectual property, real estate and tax.

Executed under English law, the purchase price of

approximately US$555 (£345) million positions Topshop/

Topman for growth and further global expansion. n


35

ClientNalco Chemical Company

IndustryChemicals

PracticesEnvironmental Litigation

Insurance Coverage Litigation

Product Liability, Mass Torts and Consumer Class Actions

OfficesChicago

Los Angeles

Washington, D.C.

Securing Summary Judgment in Gulf Oil Spill Litigation

Latham’sEnvironmentalTeamPrevails

In November 2012, Latham & Watkins’ lawyers obtained a

summary judgment dismissal of numerous personal injury

class action lawsuits filed against Nalco Chemical Company in

the multi-district BP oil spill litigation before the United States

District Court for the Eastern District of Louisiana.

Nalco’s product Corexit was the oil dispersant used, at the

request of the United States Coast Guard, during the response

to the April 2010 Deepwater Horizon oil spill. Nalco was

subsequently sued by individuals and putative classes who

claimed to have suffered personal injuries and damages as

a result of alleged exposure to Corexit. Nalco is the only

defendant in these major lawsuits to be dismissed.

In the opinion, the district court judge ruled that the

plaintiffs’ claims were preempted by the comprehensive oil

spill response scheme set forth in the Clean Water Act and

National Contingency Plan.

The judge wrote, “Nalco did not decide whether, when,

where, how or in what quantities Corexit was applied in

response to the Deepwater Horizon/Macondo Well oil

spill.” Allowing such claims might harm an all-out response

to future spills. “If the court were to permit” the claims

against Nalco, even if its product was found to be defective

or dangerous, “then during the next substantial spill or

‘spill of national significance,’ the threat of liability might

cause the manufacturer of dispersant X to refuse to provide

its product.” n


37

ClientJ.P. Morgan

UBS Investment Bank

IndustryCommunications


Transactional Tax

OfficesFrankfurt

London

Madrid

Munich

New York

Largest European Initial Public Offering of the Year

German Debut Largest Since 2007

Latham & Watkins advised on Europe’s largest initial public

offering (IPO) of 2012 and the largest in Germany since 2007.

An international team of Latham capital markets lawyers

represented the underwriting syndicate, led by joint global

coordinators J.P. Morgan and UBS Investment Bank, on

the deal.

Telefónica Deutschland Holding AG, the German subsidiary

of Spain’s biggest telephone company, debuted on the

Frankfurt Stock Exchange in October, offering more than

258 million ordinary no par value registered shares and

raising approximately €1.5 billion. A London, Madrid and

Frankfurt-led team handled all aspects of the deal, which

included a public offering in Germany and Luxembourg and

a private placement in other jurisdictions, including in the

United States.

The transaction was seen as a bright spot in the European

IPO market. The deal, which was also the EU’s largest IPO

in the telecommunications industry since 2004, establishes

Telefónica Deutschland as the third-largest wireless company

in Germany. n


39

ClientsCoöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

John Hancock Life Insurance

Lloyds TSB Bank plc

Pacific Life Insurance Company

Prudential Investment Management, Inc.

Rabobank Nederland, New York Branch

Sovereign Bank

Union Bank, N.A.

IndustriesCleantech

Energy – Power


Private Equity Finance


OfficesChicago

Los Angeles

New York

Orange County

San Diego

San Francisco

Award-winning Project Financing

Innovative Financing Structure

Latham & Watkins represented the arrangers in a project

financing for the development, construction and operation of

an approximately 127-megawatt photovoltaic solar electric

generating facility to be located in Maricopa County, Arizona.

The project, known as Arlington Valley Solar Energy II, is

scheduled to go online at the end of 2013, and is seen as an

industry benchmark for its innovative financing structure.

The deal involved a bank fixed-rate note hybrid structure

that allowed the borrower to maximize debt sizing while

minimizing financing costs. This structure also allowed for

greater flexibility with respect to cash flows. The end result

was a four-tranche deal structure — new to project financing.

This new style of financing has gained notice in the market,

and was recognized as the “North American Single Asset

Deal of the Year” for 2012 by Project Finance magazine

and was commended in the Financial Times US Innovative

Lawyers 2012 report. n


41

ClientOnex Corporation

IndustryIndustrials & Manufacturing


Antitrust & Competition



Private Equity

Real Estate

Transactional Tax

OfficesBrussels

Chicago

Frankfurt

Hamburg

London

Los Angeles

Moscow

Munich

New York

Washington, D.C.

Cross-border Private Equity

HelpingClientsExpandIntonewMarkets

Demonstrating the firm’s strength in international private

equity and finance, a cross-office team of Latham & Watkins

lawyers advised on one of the biggest European private

equity transactions of 2012. In a deal involving several

European and US offices, Latham advised Toronto-based

private equity firm Onex Corporation in its acquisition of

KraussMaffei AG, a German manufacturer of production and

processing machinery and equipment for plastics and rubber.

The €568-million transaction was a US-style financing in a

German-style auction, and included numerous cross-border

antitrust and tax issues, as well as complex employment law

questions. Onex financed a portion of the purchase price with

an equity investment of US$348 million. The acquisition is the

first direct investment for Onex in Germany.

KraussMaffei has more than 4,000 employees at sites in

Germany, Switzerland, Czech Republic, Slovakia and China,

with approximately €1 billion in revenue during the 2011–12

fiscal year. n


43

ClientBioMed Realty Trust, Inc.

IndustryREITs

PracticesBenefits, Compensation & Employment


Real Estate

Securities Litigation & Professional Liability


Transactional Tax

OfficesLondon

San Diego

San Francisco

Silicon Valley

Securing Victory and Entering New Markets

DualLandmarkResultsforLong-standingClient

In one of the first “say-on-pay” shareholder derivative actions interpreting Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), Latham & Watkins litigators won a victory for BioMed Realty Trust, Inc., a real estate investment trust that focuses on the life sciences industry. The lawsuit was brought as a result of Dodd-Frank’s requirement that most publicly traded companies seek a nonbinding shareholder vote to approve executive compensation plans. The 2011 proxy season, the first under the new framework, saw a rash of lawsuits against companies that did not receive shareholder support for their executive compensation proposals.

Latham immediately went to work for BioMed, developing a multi-pronged strategy utilizing Latham’s cross-disciplinary capabilities. The firm’s securities litigation lawyers teamed with Latham’s corporate and compensation and benefits lawyers to develop a forward-looking approach for BioMed aimed at avoiding protracted or additional litigation. This strategy proved successful. The US District Court for the District of Maryland granted BioMed’s initial motion to dismiss the action without leave to amend, adopting Latham’s arguments on behalf of BioMed. The court’s decision was one of only a few published opinions addressing “say-on-pay” litigation arising from the 2011 proxy season.

Latham also advised BioMed in one of the most high-profile real estate transactions in the UK in 2012. Leveraging the firm’s global platform and local acumen, a transatlantic team of lawyers helped BioMed expand its holdings with the acquisition of Granta Park in Cambridge. The £126.8–million property, with its proximity to the Cambridge University research community, is one of the premier life science clusters in the United Kingdom. The purchase includes 11 laboratory and office buildings as well as some 138,000–square feet of development and expansion rights. With

this transaction, BioMed enters the global markets. n


45

ClientPTT Global Chemical Public Company Limited

IndustryPetrochemicals


Transactional Tax

OfficesHong Kong

Los Angeles

New York

Singapore

Inaugural Bond Offering

US$1 Billion Bond Offering is Largest Ever by a Thai Corporation

Latham & Watkins represented PTT Global Chemical

Public Company Limited, Thailand’s largest integrated

petrochemical and petroleum refining company, in connection

with its inaugural US$1 billion bond offering. The issue,

consisting of 4.25 percent Senior Unsecured Notes due 2022,

was listed on the Singapore Stock Exchange and represents

the largest single-tranche US-Dollar denominated bond

offering by a Thai corporate entity. The bond also achieved

the lowest-ever coupon for a Thai 10-year fixed rate US Dollar

denominated bond.

The capital markets team on the deal was led by lawyers in

the Singapore and Hong Kong offices. US tax advice for the

transaction was provided by practitioners in the firm’s Los

Angeles and New York offices.

PTT Global Chemical is an affiliate of PTT Public Company

Limited. It was formed through the amalgamation of PTT

Chemical Public Company Limited and PTT Aromatics and

Refining Public Company Limited to be the chemical flagship

of PTT Group. The diversified company is a leading producer

of petrochemicals in Asia. n


47

ClientKohlberg Kravis Roberts & Co.

IndustryIndustrials & Manufacturing


Antitrust & Competition



General Commercial Litigation

Insurance Coverage/Advice



Private Equity Finance

Product Liability

Real Estate


Transactional Tax

OfficesBrussels

Frankfurt

Hong Kong

London

Los Angeles

Madrid

New York

Paris

San Diego

Silicon Valley

Singapore

Washington, D.C.

Cross-border Acquisition

US$1.12BillionLeveragedBuyout

In a deal that leveraged the strengths of a global platform,

Latham & Watkins was counsel to private equity firm

Kohlberg Kravis Roberts & Co. (KKR) in its US$1.12 billion

acquisition of Capital Safety Limited, a provider of safety

harnesses and other fall-protection equipment.

Latham lawyers advised KKR on all aspects of the deal.

The team was comprised of lawyers with experience in

financing arrangements, benefits and compensation, antitrust,

insurance, intellectual property, product liability, mergers and

acquisitions, real estate and tax.

KKR bought the business from European buyout firm Arle

Capital Partners, and its own debt financing unit played a

role in arranging financing for the transaction. KKR Capital

Markets LLC, KKR Corporate Lending LLC, UBS Securities

LLC, UBS Loan Finance LLC, Morgan Stanley Senior

Funding, Inc. and Mizuho Corporate Bank, Ltd. arranged the

senior secured debt package. KKR Asset Management and

TCW Crescent Mezzanine Management V, LLC also arranged

financing in the form of senior unsecured notes.

Led by the firm’s New York office, the cross-border deal is yet

another example of Latham’s ability to execute on all facets of

a transaction and the advantages of its global reach. n


49

ClientsBank of America, N.A.

Credit Suisse (USA) LLC

Jefferies Finance LLC

IndustriesFinancial Institutions

Information Technologies – Hardware, Software & Services



International Tax


Transactional Tax

OfficesLondon

New York

Innovative Bank Financing

StructuredTake-PrivateDealCrossesJurisdictions

In an innovative model that might become the standard for

such financings going forward, Latham & Watkins represented

the lead arrangers in an approximately US$1.78 (£1.27) billion

financing from Bank of America, Credit Suisse and Jefferies

for Vista Partners’ bid for Misys plc, a public company in the

United Kingdom.

The financing involved the sponsor creating a US borrower

finance vehicle to access US financing for a predominately

European business. A team of Latham banking and finance

lawyers from London and New York, showcasing the firm’s

strengths in working seamlessly across offices, structured the

multi-jurisdictional take-private deal, providing finance, tax

and mergers and acquisitions advice.

Misys, a company that develops software for the financial

services industry, has been operating as a private company

since the deal was completed in June 2012. n


51

ClientsBausch & Lomb, Inc.

Home Concrete & Supply, LLC

IndustriesHealthcare Services & Providers

Construction Materials

PracticesSupreme Court & Appellate

Tax Controversy

OfficesChicago

Washington, D.C.

Prevailing in the US Supreme Court

LandmarkTaxVictory

Members of the Latham & Watkins Supreme Court &

Appellate and Tax Controversy Practices won a significant

victory on behalf of Home Concrete & Supply LLC, in a case

with major implications for US taxpayers. The case involved

the limits of the government’s ability to collect tax deficiencies

stemming from the taxpayer’s overstatement of the basis in

property, an issue that had arisen in numerous cases and

caused split decisions among the federal appellate courts.

The Internal Revenue Service (IRS) had urged the

US Supreme Court to grant review in another case from

the US Court of Appeals for the Seventh Circuit that the

IRS had won. At the time of the Fourth Circuit’s decision in

Home Concrete, Latham represented a different client in

a similar case pending in the Second Circuit and had filed

amicus briefs on the issue in seven other circuits, including

in Home Concrete. The team also filed an amicus brief with

the Supreme Court arguing that if the Court was inclined

to grant certiorari on this issue, it should do so in the Fourth

Circuit case rather than the Seventh Circuit case. The Latham

strategy succeeded when the Supreme Court took the unusual

step of disagreeing with the Solicitor General on the matter,

and granted certiorari in Home Concrete. The team was

then engaged as co-counsel by Home Concrete to handle

the matter before the Supreme Court, which it won in a

5–4 decision.

Taking the lead in briefing and arguing the case, the Latham

team devised a strategy that navigated the nuances of the

complex statutory issue presented, emphasized existing

Supreme Court precedent and used the factual circumstances

of the case to prevail. The case establishes an important

principle of administrative law concerning an agency’s

authority to reinterpret a statute in the face of Supreme Court

precedent interpreting the same statute. It also has been

reported to implicate more than US$1 billion in tax revenue

and represents a rare defeat for the IRS before the Supreme

Court in a major tax dispute. n


53

ClientsBC Partners

The Carlyle Group

IndustriesAerospace, Defense & Government Services

Industrials & Manufacturing


Bank Finance

Capital Markets




Real Estate


Transactional Tax

OfficesBrussels

Chicago

Dubai

Hong Kong

London

Madrid

Paris

Singapore

Tokyo

Washington, D.C.

Global Business Acquisition

US$3.4BillionDealCreatesNewCompany

Private equity firms BC Partners and The Carlyle Group had

a busy 2012. In July, they paired up to announce the purchase

of Hamilton Sundstrand Industrial from US conglomerate

United Technologies Corporation for US$3.4 billion.

BC Partners and Carlyle turned to Latham & Watkins for

advice on the deal, which closed in December 2012.

The Latham team was led by the firm’s Washington, D.C.

office, and included offices throughout the Latham global

network handling all aspects of the transaction. Mergers and

acquisitions lawyers well versed in cross-border transactions

and the sale of divisional carve-outs worked closely with bank

finance, capital markets, intellectual property, real estate and

tax lawyers to complete the deal. Merger clearance with US

and other regulatory authorities was overseen by a team of

Latham lawyers in Brussels and Washington, D.C.

With the closing of the deal, the three global industrial

businesses acquired — Milton Roy Company, Sullair

Corporation and Sundyne LLC — have been rebranded

as a newly created company with two strategic platforms:

flow control and industrial air compressors. It employs

approximately 3,300 people and operates 19 manufacturing

facilities in seven countries across four continents. n


55

ClientManchester United plc



Transactional Tax

OfficesLondon

New York

Washington, D.C.

Taking a Legend Public

IPOforoneoftheWorld’sMostPopularTeams

The legendary Manchester United football club is one of

the world’s most popular sports teams with 659 million

followers around the globe, and its debut on the New York

Stock Exchange in August 2012 was among the most hotly

anticipated initial public offerings (IPO) of 2012. A team of

Latham & Watkins lawyers from three offices advised the

135-year-old club on its IPO and the shares of the British soccer

club sold to the public raised approximately US$233 million.

Manchester United, with a record 19 English Premier League

Championship wins, is one of the best-known brands on the

planet. Half of the 16.7 million shares were sold by the club

and the rest were sold by the club’s owners. The Glazer family

who also own the Tampa Bay Buccaneers American football

team, purchased Manchester United for US$1.47 billion seven

years ago. The Glazer family retains control of the club after

the IPO. n


57

ClientGoldman Sachs

IndustriesEnergy – Oil & Gas

Financial Services


Derivatives

Leveraged Finance

Transactional Tax

OfficesLondon

New York

Integrated Team Yields Results

Award-winningAcceleratedBookbuiltOffering

An integrated team of financial products and capital markets

lawyers advised Goldman Sachs as the sole bookrunner in

an innovative accelerated bookbuilt offering. The deal was

recognized as the “Best Accelerated Deal” in EuroWeek’s

inaugural EMEA Equity Capital Markets Awards 2011/2012.

The deal involved the sale of US$1 billion shares in Seadrill

Limited, a leading offshore deepwater drilling company, by

Hemen Holdings Limited, the holding company of Seadrill’s

controlling shareholder, in reliance on Rule 144A and

Regulation S. As part of the package, the buyers also entered

into over-the-counter 90-day at-the-money put options with

Goldman, which Goldman hedged through back-to-back

put options with the selling shareholder. The structure was

designed to provide buyers with 90-day downside price

protection, which enabled the deal to go forward, in what

EuroWeek described as a transaction that “showed how

the ability to think creatively provided the opportunity

to unlock an otherwise impossible — or at least heavily

discounted — deal.”

Later in the year, Latham again advised Goldman Sachs as

the initial purchaser in a high yield bond offering by Seadrill.

Comprising 5⁵⁄₈ percent Senior Notes due 2017, the deal was

structured under Rule 144A and Regulation S. The proceeds

of the US$1 billion transaction were used to pay outstanding

indebtedness on a number of credit facilities. n


59

ClientBoston Scientific Corporation

IndustryLife Sciences

PracticesMergers & Acquisitions

Transactional Tax

OfficeBoston

Groundbreaking Life Sciences Deal

US$1.35BillionAcquisitionofCameronHealth

When New York Stock Exchange-listed Boston Scientific

Corporation acquired privately held medical device maker

Cameron Health, Inc., in March 2012, it took control of the

world’s first defibrillator with wires that can be implanted

under the skin instead of connected through veins to the

heart. Latham & Watkins’ Boston-based lawyers advised

Boston Scientific on the deal, which enables the company

to market the groundbreaking device, one that provides a

less invasive option for patients to regulate heart rhythms.

The US Food and Drug Administration (FDA) approved the

device, known as the S-ICD, in September 2012.

Latham’s mergers and acquisitions lawyers worked to

structure the potentially US$1.35 billion acquisition such that

the company paid US$150 million upfront, with an additional

payment of US$150 million upon FDA approval and a total of

US$1.05 billion in subsequent payments if specific revenue

targets are met in the six years following the approval.

The deal marked the culmination of a decade-long

relationship between the two companies, after Boston

Scientific invested in Cameron Health during its research and

product commercialization phases. Boston Scientific already

produces the industry’s thinnest, longest-lasting intravenous

defibrillator, and now plans to develop the next generation of

under-the-skin products. The S-ICD is commercially available

in many countries in Europe and in New Zealand, with more

than 1,300 devices already implanted in patients around

the world. n


61

T H O U G H T L E A D E R S H I P

USJOBSActIn the US, Latham & Watkins was one of two law firms represented on the IPO Task Force, a group of industry experts whose membership included entrepreneurs, investors, venture capitalists, investment bankers, academics and former government officials. The IPO Task Force was formed after the US Treasury Department’s Access to Capital Conference in 2011 and produced a report on the IPO process. In its report, the IPO Task Force suggested ways to streamline the IPO process in the United States while maintaining existing investor protections. An overwhelming bipartisan majority of the US Congress implemented the recommendations of the IPO Task Force in the IPO-related provisions of Title I of the Jumpstart Our Business Startups (JOBS) Act of 2012, which became law on April 5, 2012.

The US IPO market has long been recognized as an engine of innovation and job growth. Based on the IPO Task Force’s work, the JOBS Act created a new category of issuer known as an “emerging growth company (EGC)”, which benefits from a streamlined process and a phased transition period, or on-ramp, that a private company can take on the road to becoming publicly traded. The newly implemented IPO on-ramp has already become a standard route in the IPO process — EGCs represent nearly two-thirds of companies that priced IPOs in the United States after the JOBS Act’s enactment.

At the Intersection of Law and PolicyLatham & Watkins’ commitment to helping clients on business-critical issues takes many forms. In 2012, for example, Latham lawyers in the United States and Europe served on task force and advisory groups which culminated in two highly publicized legal reforms aimed at creating greater access to the capital markets.

Latham-hosted webcasts, seminars and other events

20

Educational meetings with client groups

31

Speaking engagements by Latham lawyers at seminars, panels and conferences, hosted by the American Bar Association, Practising Law Institute, CorporateCounsel.net and others

19

Latham led the way in client outreach and education on the JOBS Act, speaking at conferences and holding webcasts, seminars and other JOBS Act programming. Of the IPOs that EGCs completed in 2012, Latham advised issuers or their underwriters in nearly 25 percent — more than any other law firm.

Latham’s JOBS Act-related activities for clients and others in 2012 included:

62


NewMeasuresinItalyRelieveCredit Crunch In Milan, Latham & Watkins was part of a group that offered technical and market guidance to Italy’s Ministry of Development. At a 2011 meeting of 30 professionals addressing approaches to re-launch the Italian economy, one of Latham’s partners presented a paper on the legal and tax limitations faced by Italian private companies when raising capital in the bond markets and proposed suggested reforms.

A working group of academics, tax specialists and Latham’s corporate partner collaborated with the Ministry of Development to present the proposed rule changes as part of overall economic legislative reform undertaken by the Italian Treasury, Tax Authority and the Bank of Italy. After the law was approved by the Italian Cabinet in June and converted into law in August, the group worked with the Italian Tax Authority to introduce key amendments to facilitate the structure of bond issues. A Decree was made by the Italian Cabinet in October and converted into law in December 2012.

The reforms led to immediate positive results with several closely held Italian companies announcing their entry into the bond markets. Latham’s capital markets team in Milan has been instrumental in bringing the first of these landmark transactions to a successful close. The firm advised the joint bookrunners in the first post-reform bond issuance by an Italian company when Guala Closures S.p.A. refinanced its existing credit facility with new bonds.

The firm played a role in advising clients in the next two deals under the new legal framework. Latham is the only law firm that was involved in each of the transactions.

63


Financial Institutions Global ConferenceIn the midst of the Eurozone crisis in June 2012, Latham & Watkins’ London office assembled an esteemed panel of regulatory, finance and political experts for a discussion of the policy and regulatory issues triggered by the crisis, and the uncertain future of London as a European and global financial capital.

As the economic crisis continued to unfold, Latham & Watkins convened 200 senior executives from the banking and business sectors in London for a lecture and panel discussion among prominent academic, business and political leaders debating the policy and regulatory outlook of the EU and its potential impact on the City of London as one of the world’s financial capitals. Niall Ferguson, noted author and Professor of History at Harvard University, delivered the keynote address on the “Future of London.” The panelists, who in addition to Ferguson included Mark Field, MP, Cities of London & Westminster; Jeremy Quin, Managing Director, UK Regional Management, Deutsche Bank; David Wright, Secretary General of the International Organization of Securities Commissions; and James Ashton, City Editor, London Evening Standard; discussed the political mindset for the creation of a banking and fiscal union and the policy and regulatory response to the financial crisis, in particular whether response could adversely impact the competitiveness of the City of London as a global and European financial capital.

The panelists covered many topics — from the regulatory, financial and political consequences of a breakup of the Eurozone and the impact of the UK government’s influence on the financial crisis to the question of whether there is a consensus among G20 countries to harmonize regulation of the global financial sector. Professor Ferguson stated: “The macroeconomic issues and changes in the regulatory environment pose real challenges for the financial services sector. London’s clout in the global economy is inextricably linked to its position as the most comprehensive ‘full service’ financial capital in the world. We have a highly integrated, highly complex global financial network, where financial stress ripples through the system to create global instability. With London at the center of this financial nervous system, it is far from immune to the consequences of an escalating eurozone crisis.”

Those in attendance were enthusiastic about the event, and praised the firm for hosting such a timely and important program. To view a video of Professor Ferguson’s keynote, visit LW.com.

64


Forum on the Future of Energy In November 2012, Latham & Watkins and mergermarket hosted the Oil & Gas Forum on the future of the energy industry. The Houston-based conference transpired one day after the US Presidential election and featured keynote speakers James Carville and Mary Matalin, as well as industry and legal experts.

Understanding the future of the oil and natural gas industry, a vital component of the global economy, is critical to the business community and political leaders. With global energy demand expected to increase about 30 percent by 2040, the oil and natural gas sector is expected to experience continued growth and to prosper well into the future.

The Oil & Gas Forum was designed to inform senior executives about changes in the energy landscape so that they are primed to take full advantage of favorable long-term industry dynamics. The presenters provided insight into important industry trends such as the continuing convergence to natural gas, expectations for the debt and equity capital markets, dealmaking trends, and the development of best practices for oil and gas extraction.

James Carville and Mary Matalin also shared their insights on how the outcome of the US Presidential election will shape energy policy in the coming years.

65


RecentDevelopmentsinUSLiquefiedNaturalGasExportstoJapan

Latham lawyers from its award-winning project finance, energy and export practices hosted important and timely conferences on the LNG market.

the firm’s award-winning project finance, energy and export practices, and was well received by those attending.

The conference, which was the third in a series for clients of the firm, drew positive reviews from the audience, leading a representative of one of Japan’s largest energy companies to comment that “the topics were very up to date and stimulating.” Another participant noted that the seminar helped in “checking and confirming my understanding of the LNG business.”

Latham & Watkins regularly hosts conferences and seminars drawing on the experience of our lawyers to provide valuable and current insight to our clients.

Exhibiting its commitment to clients and client service takes many forms at Latham & Watkins. In 2012, the firm continued to broaden this concept by hosting innovative thought leadership events on current topics of importance to clients.

In the summer, Latham lawyers from offices in Tokyo, Singapore, Washington, D.C., Houston, and London presented to clients at a conference on the topic of Japan’s need to increase fuel imports, something that has been receiving increasing attention as a result of a drop in Japanese nuclear power capacity. The June conference discussed recent developments in the US gas market — particularly as it relates to the market for liquefied natural gas (LNG) from the US — including gas pricing differentials, US export regulations, key environmental issues and the importance of LNG investments for Japan. The conference featured Latham lawyers from 66


TheNewSilkRoad: AsiaInvestmentintheMiddleEastFor two weeks in September 2012, Latham & Watkins presented a series of conferences, panels and roundtable events for clients and contacts across Asia. The conferences were held in five key cities in Asia, including Seoul, Tokyo, Beijing, Shanghai and Hong Kong, with a focus on growth opportunities in trade, commerce and investment between Asia and the Middle East. The events included keynote speakers and panel discussions led or moderated by Latham lawyers, on key issues specific to the regions.

Korea:InvestinginandVenturingwithMiddleEastCompaniesIn Seoul, the starting point for the New Silk Road Conferences, Latham partnered with client Korea Eximbank (KEXIM). The keynote, given by Ki-Sub Nam, Senior Executive Director of KEXIM, focused on the opportunities and considerations for Korean corporations and lenders interested in investing in alternative energy, infrastructure and petrochemicals projects in the Middle East. Panel discussions, moderated by a number of Latham partners with experience working on cross-border transactions in the region, covered current market forces, business trends and investment conditions. Panelists included Jong-Hwa Kim, Director General of Renewable Energy, Korea Electric Power Corporation; Sangjin Ju, a Director in the Financial Advisory & Structuring Department, KEXIM; Paddy Padmanathan, CEO & President, ACWA Power; Christophe Mariot, Designate CEO, BNP Paribas in the Kingdom of Saudi Arabia; Amjad Ghori, Managing Director, Credit Agricole Corporate & Investment Bank; and Mark Aplin, Founding Partner, Verus Partners.

More than 200 delegates attended, including representatives of companies invested in or considering investments in the Middle East. Key industry sectors represented at the conference ranged from power, technology, trade and natural resources, to financial services, engineering and manufacturing.

HongKongRoundtable: Why Dubai Developed into a FinancialandLogisticalHubforChineseInvestmentintheMiddleEast and AfricaSome 40 attendees participated in a roundtable made up of executives from numerous industry sectors to discuss issues associated with increasing Chinese investment in the Middle East.

67


DiversityLatham & Watkins is a leader in conceiving, advocating and implementing methods that ensure our lawyers, staff and paralegals are hired, trained and promoted fairly and with attention to the goals of equal opportunity and diversity in the practice of law.

Latham lawyers, paralegals and professional staff comprise a rich mixture of different races, ethnic backgrounds, sexual orientations, cultures and primary languages. The firm is strengthened enormously by this diversity, and this commitment enables Latham to retain the best lawyers and maintain one of the world’s leading law firms.

The American Lawyer’s 2012 “A-List,” based on four core professional values, including workplace diversity, ranked Latham among the leading US law firms for the 10th consecutive year. In addition, Working Mother and Flex-Time Lawyers recognized the firm as a “2012 Best Law Firm for Women.”

As part of the firm’s participation in the London legal community’s PRIME social mobility initiative, Latham’s London office hosted ten students from high schools in central London for a week-long work experience program. The program, which aims to provide access to quality work experience to students from less privileged backgrounds, provided mentorships with Latham lawyers and participation in a full curriculum of training, activities and presentations, including introductions to the different practice areas and support functions at the firm.

Latham also continues to actively incorporate diversity into its recruiting efforts, and maintains numerous committees devoted to diversity outreach efforts, with the goal of attracting people whose diversity and quality reflect the best in the profession.

The Latham & Watkins Diversity Scholars Program, launched in 2005, is designed to increase the number of diverse law students studying at ABA-accredited US law schools who want to pursue a career at a global law firm. In its seventh year, Latham expanded the program by offering six students US$10,000 scholarships for their third year of law school.

To help students get off to a good start during their first year of law school, Latham offered scholarships to select students at Georgetown, Northwestern, NYU, Stanford and UC Davis to attend Law Preview’s intensive, week-long program that provides an overview of law school and the key skills to succeed.

Latham partnered with Sponsors for Educational Opportunity (SEO) to host its interns in the New York, Washington D.C. and London offices. SEO organizes internships for talented, underrepresented students of color who have been accepted to top law schools.

Continuing its commitment to the long-term success of women, Latham’s Women Enriching Business (WEB) initiative held programs to address the business challenges and opportunities unique to women lawyers and existing and prospective women clients. n

68


Pro BonoAt Latham & Watkins, we are privileged to be able to engage in what we do best on behalf of those most in need. The firm’s steadfast, long-standing institutional commitment to pro bono and community service makes this possible. In addition to significant and sustained funding for our pro bono program, Latham provides its lawyers with full billable hour credit for all time devoted to pro bono matters.

Latham is one of the world’s largest providers of free legal services. In 2012, with more than 2,000 lawyers, paralegals, summer associates, trainees and professional staff in 31 offices across 14 countries participating in our program, the firm provided more than 176,000 hours of free legal services valued at approximately US$91 million. Since 2000, Latham has provided more than 2.2 million hours valued in excess of US$851 million.

Our firm’s commitment to pro bono is best reflected in the dedication, compassion and diligence our lawyers bring to each of the hundreds of pro bono matters we take on each year. Our program spans the globe, involving our offices in the United States, Europe, Asia and the Middle East, and touches upon nearly every area of public interest law, including veterans’ rights, asylum and immigration, children, domestic violence, Holocaust reparations, prisoners’ rights, election protection, microfinance and civil rights.

This year, we undertook several international, cross-office collaborations in support of efforts addressing such diverse issues as human trafficking, discrimination, homelessness, gender equality, land rights and free expression. We developed several new pro bono partnerships and projects, and we continued our efforts to develop nascent pro bono cultures around the world. In addition,

with contributions from nearly 100 lawyers and professional staff from across the firm, we released the 2012 edition of the “Survey of Pro Bono Practices and Opportunities in Various Jurisdictions.” And we were honored to receive the 2012 John H. Pickering Award from the Pro Bono Institute, which recognizes our pro bono work and commitment to fostering pro bono globally.

At Latham, we recognize that we are fortunate to have the ability to help ensure that the doors of justice are open to all. By offering pro bono legal services to low-income individuals and nonprofit organizations without the means to pay, we take an active role in our communities and make public interest issues integral to our practice of law. To learn more about Latham’s pro bono work, read our 2012 Pro Bono Annual Review at LW.com. n

176,000 hours of pro bono work in 2012

2.2 million hours since 2000

107summer

associateslawyers paralegals, trainees, staff

2771,673

US$91 million value of services

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Community ServiceThe community service initiatives at Latham & Watkins embody our values — character, energy, teamwork and excellence. In addition to our robust pro bono program, we undertake a variety of public service projects around the world.

For example, our Barcelona, Brussels, Frankfurt, Hamburg, London, Madrid, Milan, Moscow, Munich, Paris and Rome offices came together in 2012 to raise money to purchase more than 200 supply-filled shoeboxes for impoverished families, children and the elderly in Romania.

In Hong Kong, our lawyers, staff and their families joined the Walk for Millions, which benefits the Community Chest, a nonprofit organization that provides grants to social welfare projects and agencies. And, in Los Angeles, our personnel climbed the steps of the tallest building west of the Mississippi River to raise money for the YMCA’s community programs. The YMCA Stair Climb was created 19 years ago by a Latham partner whose exercise routine included jogging the stairs of the building.

This year, we once again participated in the Carrera de la Ciencia, a 10-kilometer race in Madrid to benefit Fundación Deporte y Desafío, a nonprofit organization whose primary objective is the social integration of physically, mentally, visually or hearing-challenged people through specially adapted sports and outdoor activities. With a record-breaking 185 runners, Latham was the largest participant in the race.

Volunteering is also important to us. In Silicon Valley, our lawyers and staff serve as “Reading Buddies”, helping children discover the joy of a good book. Our Washington, D.C.

office regularly welcomes ninth graders from Thurgood Marshall Academy for “Law Day”, at which our lawyers lead mock trials and discussions on advocacy, negotiation and other legal issues. In London, our office has developed a mentoring program with Centrepoint that helps homeless young people develop professional skills.

In the aftermath of Hurricane Sandy in the United States, Latham and firm personnel contributed more than US$216,000 to disaster relief efforts. Our New York office launched a Hurricane Sandy Pro Bono Initiative to provide critical pro bono legal services to those in communities devastated by the storm. The firm also created an internal employee assistance program that included support from our Insurance Recovery Practice Group, a virtual message board where Latham employees affected by Hurricane Sandy could solicit help and other employees could offer assistance, and a seminar on federal and state aid programs.

Our Doha office hosted its second annual Eidsgiving Family Dinner in November. Inspired by the shared spirit of US Thanksgiving and the Muslim holiday of Eid al-Adha — both holidays involve expressing gratitude, embracing family and sharing with those in need — our staff cooked up a feast. As part of the celebration, the office asked that participants donate money to the charity of their choice.

These are just a few of the many public service efforts our personnel undertook in 2012. To learn more about Latham’s community service efforts, read our 2012 Pro Bono Annual Review at LW.com. n

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2012Awards&RankingsLatham & Watkins is gratified to have received numerous firmwide accolades in 2012, in addition to the awards and rankings garnered for its work at an industry and practice level. A more comprehensive listing of 2012 accolades can be found at LW.com.

FinancialTimesUSInnovativeLawyersReportLatham & Watkins garnered the top spot in the Financial Times 2012 US Innovative Lawyers report, which ranks law firms that are “bringing fresh thinking and practices to solving business problems in America.” Latham’s #1 overall ranking in the FT Law 25 Index recognizes the firm as one that displays “resilience to changing market conditions and a commitment to innovation that marks them out to their clients.”

The American Lawyer “A-List” For the 10th consecutive year, Latham & Watkins was named to The American Lawyer’s “A-List,” which identifies “firms that represent the industry’s all-around best” by accounting for factors such as revenue per lawyer, pro bono participation, associate satisfaction and workplace diversity. Latham is one of only four firms to have appeared on the “A-List” every year since its founding in 2003.

Corporate Board Member/FTI Consulting Survey Latham & Watkins ranked #4 in a poll of US general counsel and #8 among corporate directors in the 2012 study of leading US corporate law firms issued by Corporate Board Member magazine and FTI Consulting. This is the 12th consecutive year that Latham has been ranked in the survey, which recognizes select law firms “for strong corporate stewardship and commitment to providing outstanding client service.”

Acritas“SharplegalGlobalEliteBrandIndex”Latham & Watkins was recognized as one of the Top 20 most powerful law firm brands in the world in a global survey by Acritas, a leading market research firm. The research, based on a survey of more than 1,000 in-house counsel whose companies gross at least US$1 billion in annual revenue, factored brand awareness, favorability and firms that in-house counsel would consider for both multijurisdictional litigation and transaction capabilities.

Working MothermagazineandFlex-TimeLawyersWorking Mother magazine and Flex-Time Lawyers has selected Latham & Watkins to their “2012 Best Law Firms for Women” list. The list was founded to “celebrate the law firms that are most successful in retaining and promoting women lawyers,” according to Working Mother/Flex-Time Lawyers. Latham has been named a “Best Law Firm for Women” since 2008.

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Europe

BarcelonaBrusselsFrankfurtHamburgLondonMadridMilanMoscowMunichParisRome

Asia

BeijingHong KongShanghaiSingaporeTokyo

United States

BostonChicagoHoustonLos AngelesNew JerseyNew YorkOrange CountySan DiegoSan FranciscoSilicon ValleyWashington, D.C.

MiddleEast

Abu Dhabi DohaDubaiRiyadh*

* In association with the Law Office of Salman M. Al-Sudairi

LW.com

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