Upload
others
View
4
Download
0
Embed Size (px)
Citation preview
Latham & Watkins Annual Review for 2009
Chief Marketing Officer: Despina Kartson
Creative Director: Eric T. Weiss
Graphic Designer: Ericson Herbas
Writer: Barbara Finley
Produced by the Business Development Department of Latham & Watkins
B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s
m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o
s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D .C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o
D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w
mu n i C h ne w je r s e y ne w yo r k or a n g e Co u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y
s i n g a P o r e to k y o wa s h i n g t o n , D .C . aB u Dh a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t
h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k
o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o
w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g
h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e
o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o
a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n
l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e
s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a
B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s
m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o
s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o
D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h
n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s ro m e sa n Di e g o sa n Fr a n C i s C o sh a n g h a i s i l i C o n Va l l e y s i n g a P o r e
to k y o wa s h i n g t o n, D .C . aB u Dh a B i Ba r C e l o n a Beijing Brussels ChiCago Doha DuBai FrankFurt hamBurg hong kong
h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n mo s C o w mu n i C h ne w je r s e y ne w yo r k or a n g e Co u n t y Pa r i s ro m e
s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a
B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s
m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o
s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o
D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h
Latham & Watkins operates as a limited liability partnership worldwide with affiliated limited liability partnerships conducting the practice in the United Kingdom, France and Italy and affiliated partnerships conducting the practice in Hong Kong and Japan. © Copyright 2010 Latham & Watkins. All Rights Reserved.
01 Letter from the Chairman
03 Client Success Stories
57 Supporting Our Practices
57 Thought Leadership
59 Diversity
60 Moving Forward by Giving Back
61 Pro Bono
62 Women Enriching Business
63 Innovation
66 2009 Accolades
Contents
1 Latham & Watkins • 2009 Annual Review
greatly enhanced our Greater China practice with the addition of several corporate partners in our Hong Kong office and the launch of an office in Beijing. Through these additions, we now have a strong Hong Kong law component to complement our US and English law capabilities, as well as strong PRC expertise in Greater China. We were also delighted to have been granted a Qualifying Foreign Law Practice (QFLP) license in Singapore. The license to practice local law in Singapore is another major milestone for us in Asia and it will allow us to build on the strong capability we have already established in the region. In addition, we saw significant growth from our three Middle East offices in their first full year of operation.
In 2009, we continued our tradition of working alongside public interest organizations to give back to our communities, both through our pro bono work and our community service projects. The firm launched a new community service program in honor of our 75th anniversary called “Moving Forward by Giving Back.” Through the program, lawyers and staff in each of our offices were able to work together on projects important to the communities in which they live. We are also proud of the fact that the firm continues to be one of the largest providers of free legal services in the world, and we are excited to see our pro bono practice grow in Europe, Asia and the Middle East.
As in past years, inside you will find examples of the firm working with clients to achieve successful business outcomes. I hope you enjoy our 2009 Annual Review and we look forward to continuing to work with you in 2010 and beyond.
Sincerely, Robert M. DellChairman and Managing Partner
Dear Clients & Friends of the Firm:
In 2009, the worldwide economy presented a number of challenges for businesses around the globe. Unpredictable times require creative solutions, and more than ever we designed innovative and cutting-edge legal solutions for our clients to help them achieve their business goals in the midst of these many challenges.
The broad diversity of our multiple practices has been instrumental in assisting our clients this past year. Clients have continued to come to us to manage the legal challenges that most acutely impact their global businesses. A significant portion of our work involved matters that spanned several jurisdictions and required expertise from many of our different practices. Many transactions have involved cross-border corporate issues, as well as antitrust issues, tax planning, multiple regulatory issues, employee benefits issues and government investigations. We pride ourselves on our teamwork-oriented culture that allows us to assemble quickly the best expertise from multiple locations to deliver real value to our clients.
Like our clients, we adapted our practices to meet the needs of the changing economy in 2009. We saw significant growth in a number of practices as a response to the global economy, including our bankruptcy and insolvency, derivatives, high yield finance, antitrust, and white collar and government investigations practices. Our global project finance practice also had a robust year, completing a number of market-leading financings throughout the energy sector. We advised clients on matters relating to global climate change regulations, an area of law that will increasingly impact our clients’ businesses in the coming years, and our emerging companies practice represented numerous clients in the rapidly expanding clean energy industry.
The firm has made a number of strategic lateral hires recently to enhance our services to our clients. Over the past year, we have welcomed several senior laterals from the US federal government. They bring their unique insight and government experience to advise clients around the globe on complex litigation, corporate and regulatory matters. We also
Letter from the Chairman
Robert M. Dell
3 Latham & Watkins • 2009 Annual Review
Hyatt Hotels Corporation
Leading Initial Public OfferingLatham & Watkins advised Hyatt Hotels Corporation on its
US $1.1 billion initial public offering (IPO) of 43.7 million shares of
Class A Common Stock listed on the New York Stock Exchange —
the second-largest IPO by a US issuer in 2009 by proceeds and the
largest sole book-run IPO since 2004.
Led by our Chicago office, a multi-office team of Latham lawyers
across the US worked to consummate the transaction, which was
widely recognized as giving a boost to the IPO market in a difficult
year where investors were very selective. Headquartered in
Chicago, Hyatt, which operates hotels and resorts in 45 countries
around the world, is a leading global hospitality company.
PracticesBenefits & CompensationCapital MarketsPublic Company RepresentationTransactional Tax
Offices InvolvedUnited States
Chicago, San Francisco, Silicon Valley, Washington, D.C.
5 Latham & Watkins • 2009 Annual Review
State of Qatar
Award-Winning Bond OfferingsA cross-border team of Latham & Watkins attorneys represented
the State of Qatar, acting through the Ministry of Economy and
Finance, in connection with the largest-ever bond issuance in
the Middle East. The US $7 billion bond offering in November
2009 followed Latham’s representation of the State of Qatar in
connection with its US $3 billion bond offering in April 2009, which
was the first bond offering undertaken by the State of Qatar since
2000 and which was named “Emerging EMEA Bond of the Year”
by International Financing Review.
PracticesCapital MarketsTransactional Tax
Offices InvolvedEurope
London
Middle East Doha, Dubai
United States New York
7 Latham & Watkins • 2009 Annual Review
Delta Air Lines’ Financing
High-Flying Bank and Bond DealIn one of the first deals in the marketplace to provide for senior
lenders and secured bondholders sharing collateral on a pari
passu basis, Latham & Watkins’ requisite banking and high yield
experience enabled it to represent both the bank credit facility
arrangers and the bond underwriters in the US $2.1 billion
financings for Delta Air Lines, Inc.
Latham represented Citibank, N.A., as administrative agent, and
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.,
as co-lead arrangers and joint bookrunners, in the US $750 million
senior secured first lien credit facilities for Delta. Concurrently,
the company issued US $750 million of senior secured first lien
notes and US $600 million of senior secured second lien notes. A
team of Latham lawyers represented J.P. Morgan Securities, Inc.,
Barclays Capital and UBS Investment Bank as underwriters of the
notes offering. This transaction was novel in that the financing was
not secured by traditional “hard asset” liens. Instead, the team at
Latham & Watkins was able to arrange for security interests on
certain of Delta’s gates, slots and routes, which was critical to the
success of these financings. The proceeds were used by Delta to
repay existing debt and for general corporate purposes.
PracticesBanking Benefits & Compensation Capital MarketsTransactional Tax
Offices InvolvedUnited States
Chicago, New York
9 Latham & Watkins • 2009 Annual Review
Ford Motor Company
An Antitrust VictoryIn a closely watched and long-running antitrust conspiracy case in
which plaintiffs sought US $1.1 billion in damages before trebling,
Latham & Watkins attorneys won summary judgment for Ford
Motor Company and its Canadian subsidiary. Plaintiffs, a putative
national class of all consumers who purchased motor vehicles from
2001 to 2003, alleged that the major automobile manufacturers
conspired to prevent the importation of discount vehicles from
Canada into the United States.
After Latham succeeded in securing the dismissal of the national
consumer class action under US Supreme Court precedent,
plaintiffs refiled their claims under the antitrust and consumer
protection laws of all 50 states. Latham & Watkins secured
dismissal of claims under 30 of those state laws, and successfully
obtained summary judgment on the remaining 20 state classes,
on the ground that plaintiffs’ economic evidence failed to show
that consumer prices would have been lower if defendants had
not prohibited imports. This brought a successful conclusion to a
federal litigation that began in 2003.
PracticeAntitrust & Competition
Office InvolvedUnited States
Washington, D.C.
11 Latham & Watkins • 2009 Annual Review
Oracle Corporation
Transforming an IndustryLatham & Watkins represented Oracle Corporation, the world’s
largest business software company, in its US $7.3 billion acquisition
of Sun Microsystems, which, in addition to its substantial hardware
services, owned the Java platform software and the MySQL
open source database. Following antitrust complaints and a more
extensive investigation of the Java aspect of the deal, Latham, which
handled the US and international merger control filings related to
the acquisition, partnered with Oracle to obtain clearance for the
deal from the US Department of Justice, helping Oracle make this
industry-transforming transaction a reality.
In another matter in 2009, Latham & Watkins again partnered with
Oracle to score a litigation victory. A coordinated team of Latham &
Watkins and Oracle lawyers secured summary judgment for Oracle
and three of its individual officers and directors in a multibillion dollar
securities fraud and insider trading class action.
The case arose out of Oracle’s failure to meet its 2001 fiscal year
third quarter earnings forecast. The parties argued cross-motions for
summary judgment twice — the second time after the newly assigned
judge to the matter ordered re-briefing and re-argument. Less than a
month before the case was scheduled to go to trial, the court granted
Oracle’s motion and dismissed the case with prejudice.
PracticesAntitrust & CompetitionBenefits & CompensationMergers & AcquisitionsPublic Company RepresentationTransactional TaxSecurities Litigation & Professional Liability
Offices InvolvedAsia
Tokyo
EuropeBrussels, Moscow
United States Chicago, Los Angeles, New York, Orange County, San Francisco, Silicon Valley, Washington, D.C.
13 Latham & Watkins • 2009 Annual Review
Torresol Energy
European Clean Tech Deal of the YearLatham & Watkins’ experienced project development and finance
team advised on a €639 million (US $902 million) project financing
that will bring thermosolar technology to Cadiz, Spain. Latham
advised sponsor Torresol Energy, a joint venture between Spanish
engineering group Sener and Masdar, a subsidiary of Mubadala,
which is owned by the government of Abu Dhabi, on the deal. The
project includes the construction of two 50-MW thermoelectric solar
power plants and will enable the generation of electricity for more
than seven hours without sunlight. It represents a big step forward
in the reduction of carbon emissions.
The highly anticipated project, which is scheduled to go online in
2011, was named Project Finance magazine’s “European Clean
Technology Deal of the Year” in 2009.
PracticesProject Development & FinanceTransactional Tax
Offices InvolvedEurope
Barcelona, Madrid
15 Latham & Watkins • 2009 Annual Review
C.R. Bard, Inc.
Successful Patent LitigationLatham & Watkins obtained one of the largest patent verdicts in
the last decade for C.R. Bard, Inc. (Bard), a medical technologies
company. In 2007, after a six-week trial in the US District Court in
Arizona, the jury found that W.L. Gore & Associates, Inc. (Gore)
willfully infringed Bard’s patent relating to artificial vascular
grafts, upheld the patent’s validity and awarded US $185 million in
damages to Bard. In July 2008, after the parties tried, and the court
rejected, Gore’s inequitable conduct defense, the court entered final
judgment against Gore.
In March 2009, the court decided the remaining post-trial
motions, rejecting Gore’s 11 motions for a new trial and
judgment notwithstanding the verdict. The court awarded
Bard enhanced damages by doubling the jury verdict to more
than US $371 million, and awarding prejudgment interest of
US $20.4 million, an accounting of post-verdict damages and a
compulsory license on Gore’s future infringing sales. The trial
was featured as the cover story in the November 2009 issue of
The American Lawyer magazine.
PracticeIntellectual Property Litigation
Offices InvolvedUnited States
New York, Washington, D.C.
17 Latham & Watkins • 2009 Annual Review
Republic of Ecuador
Winning Ways in International ArbitrationsContinuing its unbroken string of victories in international arbitrations
before the World Bank’s International Centre for Settlement of
Investment Disputes, Latham & Watkins successfully defended the
Republic of Ecuador against a claim brought by Empresa Eléctricia
del Ecuador (EMELEC). EMELEC sought nearly US $2 billion in
damages for an alleged violation by Ecuador of the US-Ecuador
bilateral investment treaty (BIT). EMELEC, a foreign investor that
held a long-term electricity concession in Ecuador, alleged that
Ecuador had expropriated the concession.
EMELEC argued that its claim fell under the US-Ecuador BIT
because it was a US company, controlled through a complex series of
Bahamian trusts. After the Latham team cross-examined EMELEC’s
witnesses, the tribunal concluded that EMELEC had failed to
establish that it was actually controlled by the trusts. EMELEC thus
had not properly brought the claim under the BIT. The tribunal
therefore held that it lacked jurisdiction to hear the case and
dismissed the claim with prejudice.
PracticeInternational Dispute Resolution
Office InvolvedEurope
London
19 Latham & Watkins • 2009 Annual Review
Sterlite Industries (India) Limited
Market-Leading Convertible OfferingLatham & Watkins represented Sterlite Industries (India) Limited,
India’s largest non-ferrous metals and mining company, in
connection with its issuance of US $500 million 4% Convertible
Senior Notes due 2014. The notes are convertible into Sterlite’s
American Depository Shares, which are listed on the New York
Stock Exchange (NYSE). This was the first-ever convertible security
offered by an Indian issuer in the US in a SEC-registered offering,
and it contained an innovative feature to address the absolute
minimum conversion price that Indian law imposes on convertible
securities. If as a result of certain required adjustments, the
conversion price had to be reduced below the minimum conversion
price mandated under Indian law, the investor will be compensated
through an increase on the coupon rate.
Prior to the convertible offering, Latham & Watkins worked on
Sterlite Industries’ US $1.6 billion follow-on offering of American
Depository Shares listed on the NYSE. This deal was awarded the
“Capital Markets Deal of the Year” by India Business Law Journal.
PracticesCapital Markets Transactional Tax
Offices InvolvedAsia
Singapore
United StatesNew York, Washington, D.C.
21 Latham & Watkins • 2009 Annual Review
Beckman Coulter, Inc.
Leading Biomedical TransactionCalifornia-based Beckman Coulter, Inc. took advantage of
Latham & Watkins’ global transactional capabilities in one of
the most complex cross-border acquisitions of the year. Both our
client Beckman Coulter and the seller, Tokyo-based Olympus
Corporation, did business in the clinical diagnostics arena around
the world. And while Beckman Coulter’s acquisition of the
diagnostic systems portion of Olympus’ Life Sciences business was
coordinated out of Latham’s Orange County office, attorneys across
numerous practices and from virtually every Latham & Watkins
office around the world worked together to conduct separate,
simultaneous acquisition transactions in more than 30 countries.
The ¥76 billion (US $780 million) transaction, which closed in
August of 2009, significantly broadened Beckman Coulter’s
geographic scope and chemistry and automation portfolio.
PracticesAntitrust & CompetitionBenefits & Compensation EmploymentEnvironmental CounselingHealth Care & Life SciencesIntellectual PropertyInternational TaxMergers & AcquisitionsPublic Company RepresentationTechnology TransactionsTransactional Tax
Offices InvolvedAsia
Tokyo
Europe Barcelona, Brussels, Frankfurt, Hamburg, London, Madrid, Milan, Moscow, Paris, Rome
United States Los Angeles, New York, Orange County, Washington, D.C.
23 Latham & Watkins • 2009 Annual Review
Southern California Edison
Helping to Bring Renewable Energy to Southern CaliforniaLatham & Watkins represented Southern California Edison (SCE),
an electric power company, in successful proceedings before the
California Public Utilities Commission to obtain a Certificate of Public
Convenience and Necessity for the 170-mile Tehachapi Renewable
Transmission Project. This nearly US $2 billion high-voltage
transmission line will connect the energy-thirsty Los Angeles basin
to the renewable-energy-rich Tehachapi Wind Resource Area. The
Commission’s decision to allow SCE to use its existing right-of-way
for the safe construction, operation and maintenance of high-voltage
transmission infrastructure, including in an urban area, establishes an
important precedent that will help utilities use existing rights-of-way
to minimize costs and uncertainties arising from the acquisition of new
rights-of-way.
This decision followed an extensive environmental review under
the California Environmental Quality Act and a 10-day evidentiary
proceeding against numerous project opponents.
PracticesEnergy Regulatory & MarketsEnvironmental CounselingEnvironmental LitigationEnvironmental RegulatoryLand Use
Offices InvolvedUnited States
Orange County, San Diego, San Francisco, Washington, D.C.
25 Latham & Watkins • 2009 Annual Review
US Supreme Court Victories
Precedent-Setting Environmental Law DecisionsLatham & Watkins scored an 8–1 win in the US Supreme Court
on behalf of clients BNSF Railway and Union Pacific Railroad in a
landmark case under the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA). Latham attorneys
successfully challenged the imposition of joint and several liability
for 100 percent of the cleanup costs at a site leased by the railroads
to a polluter that later became insolvent. Over the opposition of the
US government, the Latham team argued that CERCLA liability
should not ordinarily be joint and several but instead apportioned
under flexible and reasonable standards derived from the common
law. Latham & Watkins’ victory will ensure that landowners,
manufacturers and transporters across the nation will not be held
liable for billions of dollars of recovery costs caused by the pollution
of others.
In a second Supreme Court matter in 2009, Latham & Watkins
represented New Jersey-based PSEG Fossil LLC and PSEG
Nuclear LLC (PSEG) and other power plant operators in
obtaining a 6–3 ruling reinstating regulations promulgated by the
US Environmental Protection Agency (EPA) to govern cooling water
intake structures at major electric power plants. The Second Circuit
had held that EPA lacked authority to weigh costs against benefits
when setting standards under the Clean Water Act, but Latham
& Watkins convinced the Supreme Court to reverse. The Second
Circuit’s decision might have required the retrofitting of cooling
water towers at such plants, and Latham’s victory potentially saved
the industry billions of dollars in costs.
PracticesEnergy Regulatory & MarketsEnvironmental LitigationEnvironmental RegulatorySupreme Court and Appellate
Office InvolvedUnited States
Washington, D.C.
27 Latham & Watkins • 2009 Annual Review
Papua New Guinea Liquefied Natural Gas Project
Large-Scale Project FinancingA team of Latham & Watkins lawyers from six countries advised the
commercial banks and export credit agencies in the US $14 billion
financing for the development of the Papua New Guinea Liquefied
Natural Gas (PNG LNG) project. The project is being developed
by affiliates of Exxon Mobil Corporation and includes affiliates
of Oil Search Limited, Santos Limited, Nippon Oil Exploration
Limited, Japan Papua New Guinea Petroleum Corporation and
the Independent State of Papua New Guinea. It will consist of a
6.6 million tons per annum liquefaction plant, onshore and offshore
pipelines, and upstream development and associated infrastructure.
The PNG LNG project is the largest resource development project
ever undertaken in this South Pacific nation, and is expected to
more than double the GDP of the country. Due to its location and
capabilities, the project is well positioned to serve the growing
demand for LNG in the Asia-Pacific gas markets. The PNG LNG
project was one of the largest global project financings in 2009 and
received Project Finance International’s award for “Asia-Pacific
Deal of the Year.”
PracticesBankingProject Development & Finance
Offices InvolvedAsia
Beijing, Shanghai, Singapore, Tokyo
Europe London
Middle EastAbu Dhabi, Dubai
United StatesNew York, Washington, D.C.
29 Latham & Watkins • 2009 Annual Review
LS Power
Major US Power Acquisition and Related FinancingLS Power turned to an experienced multidisciplinary Latham &
Watkins team to structure one of the most complicated energy deals
of 2009. In what was the year’s largest power plant acquisition,
LS Power completed its US $1.5 billion acquisition of a portfolio
of eight power plants from Dynegy Inc., a wholesale provider of
power, capacity and ancillary services to utilities, in a complex
exchange of cash, stocks and bonds.
LS Power, whose 2006 joint venture with Dynegy formed the
largest US developer of coal-fired power plants, paid Dynegy
US $970 million in cash and returned US $245 million Class B
shares in exchange for five peaking and three combined-cycle
power facilities. In addition, LS Power acquired the remaining
interest in the Sandy Creek coal-fired power project under
construction in Texas, received US $235 million in senior
unsecured notes, and through an exchange of securities
maintained a 15 percent ownership stake in the common stock
of Dynegy. Latham & Watkins also represented LS Power in the
US $775 million secured financing for this transaction.
PracticesAntitrust & CompetitionBankingBenefits & CompensationCapital MarketsEnergy Regulatory & MarketsEnvironmental CounselingMergers & Acquisitions Project Development & Finance Real EstateTransactional Tax
Offices InvolvedUnited States
Los Angeles, New York, Orange Country, Washington, D.C.
31 Latham & Watkins • 2009 Annual Review
OpenTable, Inc.
Serving Up an Initial Public OfferingIn one of the most anticipated — and most successful — initial
public offerings (IPOs) in a sagging market, a team of Latham &
Watkins lawyers assisted OpenTable, Inc., a leading supplier of
restaurant reservation, table and guest management software, in
making its debut on the NASDAQ exchange with an initial offering
of US $60 million of common stock. The Latham team coordinated
a broad array of matters in the United States, Europe and Asia to
make the IPO a success.
The offering marked the first venture capital-backed IPO in
Silicon Valley since August 2008 and delivered a 60 percent
performance gain — the best of any IPO since 2007. The firm also
represented OpenTable in its follow-on secondary offering of nearly
US $200 million of common stock later in the year.
PracticesBenefits & CompensationCapital MarketsEmerging CompaniesEmploymentIntellectual PropertyPublic Company RepresentationTransactional Tax
Offices InvolvedAsia
Tokyo Europe
Hamburg, London, Madrid, Milan, Paris United States
Los Angeles, San Francisco, Silicon Valley
33 Latham & Watkins • 2009 Annual Review
Unity Media S.C.A.
Selling Germany’s Second-Largest Cable OperatorLong time private equity clients BC Partners and Apollo Global
Management came to Latham & Watkins for representation in
the cross-border sale of jointly-owned company Unity Media
S.C.A. The €2.6 billion (US $5.2 billion) sale of Unitymedia GmbH,
Germany’s second-largest cable operator, to US-based Liberty
Global, Inc. was handled by a Latham team on two continents,
led by Frankfurt and New York partners who negotiated the deal
in less than a week. Latham lawyers also handled the proposed
alternative IPO and related matters.
The deal is notable for being one of the first major deals in
approximately two years that did not have a distressed element
to it, on either the acquirer or seller side. The debt financing was
arranged through a bond offering in the capital markets. The
Financial Times called it one of the largest acquisitions in Europe
since the credit crisis began.
PracticesAntitrust & CompetitionBanking Benefits & CompensationCapital MarketsMergers & AcquisitionsReal Estate Technology TransactionsTransactional Tax
Offices InvolvedEurope
Brussels, Frankfurt, London, Munich
United StatesNew York, Washington, D.C.
35 Latham & Watkins • 2009 Annual Review
Georgia-Pacific Corporation
Litigation Win in Superfund MatterJust weeks before trial was scheduled to begin, Latham & Watkins
secured dismissal of plaintiffs’ Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) contribution
claims on summary judgment for its client Georgia-Pacific
Corporation. The litigation revolved around a Superfund cleanup
allocation dispute arising from polychlorinated biphenyls (PCB)
contamination of the Lower Fox River in Wisconsin. Georgia-
Pacific was one of six major paper recycling mills that were sued
by the manufacturer of PCB-containing paper for costs associated
with what may be considered one of the largest pollution cleanup
projects in the United States. The court’s ruling meant that
Georgia-Pacific was not liable to the plaintiffs for contributing to
the estimated US $1 billion cost of removing PCB contamination
from the Lower Fox River, a problem that was created by the
production and recycling of the plaintiffs’ carbonless copy paper
from 1954–1971.
Collaboration and cooperation among cross-border teams of
Latham & Watkins lawyers enabled the firm, through a combination
of proceedings in the US and UK, to recover critical historical
records held near London by the plaintiffs’ French parent. Based
on this and other evidence along with legal arguments, the court
dismissed plaintiffs’ claims.
PracticesEnvironmental LitigationProduct Liability, Mass Torts and Consumer Class Actions
Offices InvolvedEurope
London
United States Chicago, Los Angeles, San Francisco
37 Latham & Watkins • 2009 Annual Review
Yahoo! Inc.
Middle East Acquisition of Maktoob.com Inc.Yahoo! Inc. sought to extend its reach into Arab markets by acquiring
Maktoob.com Inc., the leading online community in the Middle East
with more than 16.5 million unique users. Yahoo! executives looked
to the local acumen and global footprint of Latham & Watkins to carry
out the transaction. In what is regarded as a strategic move into a
growing market for the Internet company, Latham & Watkins lawyers
in the Middle East, US and Europe teamed up to provide Yahoo! with
seamless coverage.
In conjunction with advice on structuring and negotiating the
transaction, Latham & Watkins counseled Yahoo! on the US
regulatory aspects associated with doing business in the Middle
East and the commercial, employee benefits and employment issues
surrounding the pre-completion restructuring of Maktoob.com’s
business in the United Arab Emirates, Jordan, Saudi Arabia, Kuwait
and Egypt. The acquisition was noteworthy as the first major
acquisition of an Internet-based company in the Middle East by a
major US industry player.
PracticesBenefits & CompensationEmploymentIntellectual PropertyInternational TaxMergers & AcquisitionsPublic Company RepresentationRegulatoryTechnology TransactionsTransactional Tax
Offices InvolvedEurope
Brussels, London
Middle East Abu Dhabi, Dubai
United StatesLos Angeles, Silicon Valley, Washington, D.C.
39 Latham & Watkins • 2009 Annual Review
Quebecor World Restructuring
Cross-Border RestructuringIn one of the largest cross-border insolvency proceedings in
2009, Latham & Watkins advised client Royal Bank of Canada, as
administrative agent for the pre-petition syndicate of lenders, in
the US Chapter 11 bankruptcy proceedings for Quebecor World,
Inc. and Quebecor USA. At the time it filed for reorganization,
Montreal-based Quebecor World was the second-largest printing
company in North America, with more than 90 locations.
The matter involved more than 18 months of negotiation with
representatives of five different series of bondholders and a
committee representing trade creditors from 29 different debtor
entities. Latham’s multi-office insolvency team handled all aspects
of the restructuring, including corporate, finance, antitrust and
bankruptcy litigation. The team also fended off a major fraudulent
conveyance attack on the bank groups’ claims and liens and dealt
with a last minute effort to acquire the company.
The US $2.5 billion restructuring was completed in July, with
Quebecor World emerging as World Color Press. The matter was
recognized as one of Turnaround and Workouts’ “Most Successful
Restructurings of 2009.”
PracticesAntitrust & CompetitionBankingInsolvencyLitigationTransactional Tax
Offices InvolvedUnited States
Chicago, New York, Washington, D.C.
41 Latham & Watkins • 2009 Annual Review
Kohlberg Kravis Roberts & Co. L.P.
Strengthening Kodak’s Financial PicturePrivate equity investment pioneer Kohlberg Kravis Roberts & Co.
L.P. (KKR) turned to Latham & Watkins for advice on its strategic
investment in Eastman Kodak Company, renowned for its global
brand. The Latham & Watkins team assisted KKR in structuring its
investment, through managed investment vehicles, in US $300 million
of 10.50% Senior Secured Notes due 2017 and warrants to purchase
40 million shares of Kodak common stock. The transaction called on
expertise from the firm’s high yield, banking, equity capital markets
and M&A practices, among others.
PracticesBankingBenefits & CompensationCapital MarketsMergers & AcquisitionsTransactional Tax
Offices InvolvedUnited States
Los Angeles, New York, San Diego, Silicon Valley
43 Latham & Watkins • 2009 Annual Review
Wind Acquisition S.A. Financing
High Yield Financing in EuropeSeveral Latham & Watkins offices teamed up to represent Deutsche
Bank, Credit Suisse and Bank IMI as global coordinators and
lead bookrunners on the €2.7 billion (US $3.8 billion) offering of
Euro and US dollar denominated 11.75% Senior Notes due 2017
issued by Wind Acquisition Finance S.A. and guaranteed by Wind
Telecomunicazioni S.p.A. — the largest high yield offering from a
European issuer since 2006. Both tranches performed well in the
secondary market demonstrating a widespread investor appetite for
the risk and the entire offering helped reinvigorate the high yield
market in Europe. Proceeds were used to pay a dividend, a portion
of which was used to repay the payment-in-kind (PIK) loan of Wind
Acquisition Holdings Finance S.A.
Subsequent to the offering in December, Latham & Watkins
represented Morgan Stanley as global coordinator and lead
bookrunner in connection with the issuance by Wind Acquisition
Holdings Finance S.A. of €750 million (US $1.09 billion) of Euro
and US dollar denominated PIK 12.25% Senior Notes due 2017.
This was the first European offering of PIK notes since the credit
crisis began in 2007, and it demonstrated the strength of the
then-current European and US high yield markets. The proceeds
were used to fund a distribution to its parent company, Weather
Investments S.p.A., a portion of which was used to fund financings
within the Weather group and to repay in full a bridge loan made
to fund Weather Investments’ distressed acquisition of Wind Hellas
Telecommunications.
PracticesBanking Capital MarketsTransactional Tax
Offices InvolvedEurope
London, Milan
United StatesNew York
45 Latham & Watkins • 2009 Annual Review
Live Nation, Inc.
Creating an Entertainment PowerhouseLos Angeles-based Live Nation, Inc., the world’s largest concert
promoter, called upon Latham & Watkins to handle its tax-free,
all-stock merger of equals with Ticketmaster Entertainment, Inc. to
create the world’s premier live entertainment company, Live Nation
Entertainment. Latham’s role spanned multiple legal disciplines,
including serving as lead counsel in M&A and merger control. The
US $2.5 billion transaction closed in January 2010 after obtaining
the necessary regulatory clearances and approvals in the US and
Europe. The acquisition creates the first truly integrated platform
for live entertainment.
PracticesAntitrust & Competition BankingBenefits & CompensationCapital MarketsEmploymentEnvironmental CounselingIntellectual PropertyMergers & AcquisitionsPublic Company RepresentationReal EstateTransactional Tax
Offices InvolvedEurope
Brussels
United StatesLos Angeles, New York, Orange County, San Francisco, Silicon Valley, Washington, D.C.
47 Latham & Watkins • 2009 Annual Review
Senoko Power Limited
Asian Power Plant RefinancingLatham & Watkins advised Senoko Power Limited, Singapore’s
largest power generation company, in its successful refinancing of
bridge loan facilities used in its acquisition from Temasek Holdings
(Private) Ltd in 2008. Senoko, which is owned by a consortium of
sponsors comprising Marubeni Corporation, GDF Suez S.A., The
Kansai Electric Power Co., Inc., Kyushu Electric Power Co., Inc.
and Japan Bank for International Cooperation, made use of an
innovative non-recourse structure including a SGD $2.35 billion
(US $1.9 billion) senior debt facility.
A group of 16 commercial banks acted as mandated lead arrangers
for the financing, which included complex currency and interest
rate hedging arrangements. The Latham team successfully
navigated multiple jurisdictional issues with Belgian and Japanese
sponsors, Dutch and Singaporean borrowers, as well as Japanese
government-owned parties participating in the financing. This
cross-border deal was recognized by Project Finance International
as the “Asia-Pacific Power Deal of the Year” in 2009.
PracticesBankingProject Development & Finance
Offices InvolvedAsia
Hong Kong, Singapore, Tokyo
EuropeLondon
United StatesNew York
49 Latham & Watkins • 2009 Annual Review
BC Partners Limited
Strategic PIPE Investment in Office Depot, Inc.When international private equity firm BC Partners sought to invest
in Florida-based office supplies chain Office Depot, Inc., it turned
to Latham & Watkins’ international private equity team to provide
seamless legal assistance with its deal.
Latham’s team advised BC Partners on its US $350 million investment
in Office Depot, which was accomplished by the purchase of
approximately US $275 million of the company’s newly created
10% Series A Redeemable Convertible Perpetual Preferred Stock
and approximately US $75 million of the company’s newly created
10% Series B Redeemable Contingent Convertible Perpetual
Preferred Stock.
The deal closed with the completion of the sale of the preferred
shares to funds advised by BC Partners, the corresponding receipt of
proceeds by Office Depot and by the addition of three representatives
of BC Partners to the Office Depot board of directors.
PracticesAntitrust & CompetitionBenefits & CompensationCapital MarketsMergers & AcquisitionsReal EstateTechnology TransactionsTransactional Tax
Offices InvolvedEurope
Munich
United StatesNew York, Washington, D.C.
51 Latham & Watkins • 2009 Annual Review
Nuance Communications, Inc.
Regulatory Win in Antitrust InvestigationWhen Nuance Communications, Inc., a global leader in providing
speech and digital imaging software, was the target of an
investigation of the Networks and Technology Section of the
Antitrust Division of the US Department of Justice (DOJ), it turned
to Latham & Watkins’ antitrust litigation lawyers for counsel.
The government investigation arose out of Nuance’s 2008 cross-
border acquisition of Philips Speech Recognition Systems GmbH,
a business unit of Royal Philips Electronics and a leader in speech
recognition solutions in the European healthcare market.
Following the acquisition, the DOJ served Nuance with a Civil
Investigative Demand pursuant to the Antitrust Civil Process Act
to investigate claims of monopolizing trade under Section 2 of the
Sherman Act and Section 7 of the Clayton Act. Latham & Watkins’
experienced team of regulatory lawyers collaborated to successfully
defend Nuance, and the investigation was closed by the DOJ in
December 2009.
PracticeAntitrust & Competition
Offices InvolvedUnited States
San Francisco, Washington, D.C.
53 Latham & Watkins • 2009 Annual Review
CV Therapeutics, Inc.
Major Pharmaceutical MergerLatham & Watkins represented biopharmaceutical company CV Therapeutics
(CVT) in what became one of the most complex M&A transactions completed
during the economic downturn. A multi-office team of Latham & Watkins
attorneys steered CVT through a myriad of legal challenges — including a
hostile takeover attempt, litigation, a lawsuit by Astellas Pharma to dissolve
CVT’s “poison pill,” a potential proxy fight and ultimately the negotiation of a
merger agreement with “white knight” Gilead Sciences, Inc. — culminating
in a nearly US $1.5 billion acquisition by Gilead.
The hostile takeover attempt of CVT by Astellas was the first hostile bid by a
Japanese company of a US company in more than 20 years. While defending
against Astella’s hostile bid, CVT and Latham lawyers initiated negotiations
with Gilead, which itself insisted that a complete merger agreement be
completed prior to the time that CVT was required to file its 14d-9 response
consistent with federal securities law — less than 10 days from the time that
discussions commenced.
Following the announcement of Gilead’s tender offer, shareholder litigation
was filed, challenging the proposed acquisition and seeking to enjoin the
transaction. A team of Latham attorneys litigated the matter on an expedited
schedule. Within days, the team conducted numerous depositions in seven
locations across the US and successfully argued against the injunction
seeking to halt the sale. After Latham & Watkins prevailed in court, the case
was voluntarily dismissed and CVT’s sale to Gilead was consummated.
PracticesAntitrust & CompetitionBenefits & CompensationHealth Care & Life SciencesMergers & AcquisitionsPublic Company RepresentationSecurities Litigation & Professional LiabilityTakeover Defense
Offices InvolvedEurope
Brussels
United States New York, San Francisco, Silicon Valley, Washington, D.C.
55 Latham & Watkins • 2009 Annual Review
San Diego Gas & Electric Company
High-Profile Asbestos DefenseLatham & Watkins represented San Diego Gas & Electric Company
(SDG&E) in a three-year Clean Air Act federal criminal prosecution
involving the decommissioning of a natural gas facility. The
government claimed that miles of asbestos-containing materials
removed during the project were “regulated” and subject to EPA-
mandated work practices. Latham revealed that for more than a
decade EPA (and states) had based their asbestos enforcement
programs on a test method for determining asbestos content
and federal jurisdiction that was never promulgated into law.
In a case of first impression, Latham successfully challenged
the government’s prosecution, leading to dismissal of the
first indictment.
Following re-indictment and a six-week trial in 2007, Latham
demonstrated that the regulatory threshold for asbestos content
was not exceeded. After the government argued that the correct
test method was “not the law,” SDG&E was found guilty based
on the government’s inflated test results. The court granted a
new trial because a “serious miscarriage of justice” occurred,
and the Ninth Circuit Court of Appeals affirmed. In 2009 while
preparing for retrial, Latham convinced the court to exclude
all of the government’s evidence for failing to comply with the
proper test method. Following that ruling, the government
dismissed all charges.
PracticesEnvironmental LitigationProduct Liability, Mass Torts and Consumer Class Actions White Collar & Government Investigations
Office InvolvedUnited States
San Diego
56 Latham & Watkins • 2009 Annual Review
57 Latham & Watkins • 2009 Annual Review
Supporting Our Practices
Thought Leadership
Latham & Watkins’ commitment to helping clients find innovative and creative solutions
to their legal challenges takes many forms. The firm continued to demonstrate
market leadership in 2009 by remaining at the forefront of issues — from emerging
industries and government policy to business and legal reform.
At the Center of the Environmental DebateLatham & Watkins is a leader in
sustainability and renewable energy
issues around the world. In the renewable
energy sector, for example, the firm co-
founded the Middle East Renewable
Energy Forum (MEREF), the region’s
leading association focused on advancing
the renewable energy sector’s interests
in the Middle East and North Africa.
Latham is at the center of MEREF’s
efforts to advance clean energy policy
in the Middle East and North Africa,
actively working with the region’s
leading developers, financiers, advisors
and investors.
In the US, Latham attorneys sit on
important national government advisory
groups, such as the Climate Change Work
Group, and the Advanced Coal Technology
Work Group. The firm also regularly
advises clients regarding greenhouse gas
issues arising under the Kyoto Protocol,
emerging US state and regional climate
programs, shareholder disclosure issues
related to climate risks, and related climate
change and carbon credit litigation.
On behalf of the California Climate
Coalition, the firm is engaged in the
implementation of California’s landmark
economy-wide climate change program
that Governor Arnold Schwarzenegger
signed into law in the fall of 2006. At
the national level, Latham represents
the National Climate Coalition in the
development of the US Environmental
Protection Agency’s greenhouse gas
regulatory programs under the federal
Clean Air Act. Both coalitions are focused
on how best to structure carbon markets so
as to accelerate the development of low-
carbon, clean technologies and to minimize
regulatory costs. Latham is also assisting
clients with the latest incentives designed
to promote renewable energy and clean
technology in the American Recovery and
Reinvestment Act of 2009.
San Diego and other markets, for example,
have had success implementing regional
“cluster” approaches that involve
business, civic and academic players to
incubate growth industries. When such
as effort was launched for cleantech
in southern California in 2007, Latham
played an instrumental role in organizing
the CleanTECH San Diego coalition,
58 Latham & Watkins • 2009 Annual Review
which provided local businesses and
public agencies with legal and financial
assistance in submitting applications for
federal grants. In 2009, this assistance
helped produce US $154 million in federal
bond financing opportunities for solar
installations on public facilities in San
Diego through the Clean Renewable
Energy Bonds program of the American
Recovery and Reinvestment Act of 2009.
Developing Government Policy and Legal StandardsLatham & Watkins’ work in regional
business and law reform includes co-
chairing a working group committee
in Dubai charged with re-drafting the
NASDAQ Dubai listing rules, as well as
advising on insolvency and creditors’
rights law and institutional reform across
numerous Middle East jurisdictions.
Latham attorneys are also assisting the
Qatar Financial Markets Authority and the
Qatar Exchange on their securities laws
and listing rules architecture.
Similarly, Latham is a leader of the
European High Yield Association’s
Insolvency Law Reform Working Group. In
consultation with the UK government, the
Group seeks to promote significant reform
to UK insolvency laws.
Latham & Watkins is also involved
in the Basel II Accord for banks,
particularly regarding regulatory capital
requirements for the banking book and
the trading book and the rules relating
to hybrid capital instruments. Latham
participates actively, both directly and
on behalf of clients, in developing the
banking industry’s response to the
wide-ranging modifications to the
Accord currently underway and in
connection with its implementation
within the European Union. Latham is
also at the center of the development
of the Solvency II Directive regarding
regulatory capital requirements for
insurance companies within the
European Union. n
59 Latham & Watkins • 2009 Annual Review
Diversity
Latham & Watkins continues to be a
leader in conceiving, promoting and
implementing methods that ensure
lawyers are hired, trained and promoted
fairly and with attention to the goals of
equal opportunity and diversity in the
practice of law. Latham’s commitment
to these goals is reflected both in
our attorney population and in our
management. Lawyers of diverse
backgrounds have a history of serving
on firm committees — responsible for
promotions to partnership, recruiting
and training, and other aspects of
firm management.
In 2009, Latham & Watkins’ commitment
to diversity was recognized by client
Navistar International Corporation, with
its “Large Firm Minority Diversity” Award.
By doubling the presence and participation
of minority attorneys on Navistar matters,
the firm exceeded Navistar’s voluntary
diversity goals.
For the seventh consecutive year, Latham
& Watkins was included in The American
Lawyer’s “A-List,” a component of
which includes workplace diversity. For
the second consecutive year, Latham
& Watkins earned
a perfect score in
the Human Rights
Campaign Foundation’s
2009 Corporate Equality
Index, an annual
survey that examines
workplace policies
relating to sexual
orientation. Latham & Watkins also
received high marks in two
assessments of law firm diversity
published by MultiCultural
Law magazine.
All of these accolades and recognition
would not be possible without a
concerted effort throughout the firm
to promote the spirit of inclusion.
Latham & Watkins encourages full
participation in diversity-related
programming throughout all firm
initiatives, from programs focusing on
business development, training and
career enhancement to the Latham
Mentoring Program, which is designed
to facilitate the integration of lawyers
of all backgrounds.
In addition to focusing on members
of the firm, Latham & Watkins has a
commitment to recruiting lawyers and
others of diverse backgrounds. As an
integral part of our Global Recruiting
Committee, the firm maintains
an active Diversity Hiring Sub-
Committee consisting of lawyers and
professional staff devoted to diversity
outreach efforts. Latham & Watkins
also continued its Diversity Scholars
Program in 2009, awarding four
$10,000 scholarships to second-year
law students in the United States. n
60 Latham & Watkins • 2009 Annual Review
Moving Forward by Giving Back
Teamwork, pro bono and community
service have been staple components
of the Latham & Watkins culture since
the firm’s founding in 1934. In 2009,
Latham & Watkins celebrated its 75th
anniversary and, in conjunction with that
celebration, launched the “Moving
Forward by Giving Back” community
service program.
Through this initiative, attorneys,
paralegals and staff from the firm’s offices
across the globe shared their time, talents
and enthusiasm in support of charities
and other organizations with missions that
help the poor and/or eradicate poverty in
their local communities. Activities included
raising funds to support homeless youth
in London, sports activities for disabled
children and adults in Madrid and Brussels,
feeding the hungry in San Diego, Rome,
Chicago, Milan and San Francisco, and
providing clothing, computers and pajamas
to orphans in New York, Singapore and
Hong Kong.
Latham & Watkins offices also were active
in participating in teaching and mentoring
programs for low-income, high-risk
youth in New Jersey and Los Angeles,
cooking and serving meals to the homeless
at a Tokyo food bank — the first-ever
food bank established in Japan — and
by spearheading a charity drive that
collected clothing, household goods and
medical supplies for vulnerable families,
orphanages and hospitals throughout
Russia. Continuing to grow as a firm, and
to celebrate the Latham & Watkins spirit by
sharing it with our communities and each
other, is as important to the firm now as it
was in its first 75 years. n
61 Latham & Watkins • 2009 Annual Review
Pro Bono
Latham & Watkins plays a leading role
in addressing the unmet legal needs
of the poor and disadvantaged in our
communities. Our attorneys, summer
associates, paralegals and professional
staff provide free legal services to low-
income individuals as well as organizations
addressing the needs of the poor and
nonprofit community organizations lacking
the ability to pay. Through the thousands
of hours we dedicate to pro bono, Latham
makes public interest work an integral part
of our practice of law.
With more than 2,000 attorneys, summer
associates, paralegals and professional
staff in 25 offices across 13 countries
participating in our program, Latham &
Watkins provided approximately 250,000
hours of free legal services valued in
excess of US $100 million in 2009. In the
past decade, Latham & Watkins provided
more than US $500 million in free legal
services, totaling more than 1.6 million pro
bono hours. This tremendous effort makes
the firm one of the world’s largest providers
of free legal services.
Our pro bono program is broad and
diverse. Like our commercial clients,
our pro bono clients come to us with
problems big and small, from nearly
every corner of the world. From domestic
violence prevention, poverty law,
microfinance, immigration work and
nonprofit corporate counseling to social
entrepreneurship, death penalty work
and appellate advocacy, our pro bono
program includes almost every area of
public interest law.
The pro bono program at Latham &
Watkins demonstrates the commitment
and compassion of our attorneys,
paralegals and staff in providing
needed legal services to the poor and
disadvantaged in our communities. To
learn about some of our many pro bono
stories from 2009, read our 2009 Pro Bono
Annual Review at LW.com. n
* Approximate figures. Includes pro bono services by attorneys, summer associates, paralegals and professional staff.
2009 Pro Bono Highlights
Hours:
Participating Attorneys:
Participating Summer Associates:
Participating Paralegals:
Value of Services:
250,000*
1,727
142
179
$100 million*
62 Latham & Watkins • 2009 Annual Review
Women Enriching Business
Latham & Watkins’ WEB — Women
Enriching Business — initiative is an
ongoing effort to focus on business
development issues and opportunities
particularly relevant to women. The goal
of WEB is to help address the changing
face of influence in business by creating
broader networks and productive
business development relationships for
women in business.
WEB has partnered with a number of
women’s initiative groups from other
organizations to further this endeavor. In
2009, WEB co-sponsored an event with
firm client Ernst & Young in Washington,
D.C. titled, “Build It and They Will Come,”
a women’s leadership forum. In addition,
WEB hosted a series of breakfast programs
in Paris titled, “Petits-Déjeuners du WEB,”
that delved into various issues affecting
women in business. Latham & Watkins
also hosted a number of social, educational
and networking events as part of WEB
in 2009, including panel discussions, a
reception at a tennis tournament, cooking
demonstrations, a charity event at an
Italian fashion outlet and more.
Working Mother and Flex-Time Lawyers
named Latham & Watkins one of the
“2009 Best Law Firm for Women.” It was
the firm’s second consecutive year on the
list. Each year the magazine honors 50
law firms that are “leading the charge
for change” based on “workforce profile,
family-friendly benefits and policies,
flexibility, leadership, compensation,
advancement and retention of women,
among other factors.” Latham’s PRO
RATA program, which gives associates
returning from parental leave an option
to work a reduced pace schedule for six
months without seeking prior approval,
was singled out as a key work-life
initiative and woman-friendly policy. n
WEBWOMENENRICHINGBUSINESS
63 Latham & Watkins • 2009 Annual Review
Innovation
As Latham & Watkins has expanded in size and practice to become one of the
largest law firms in the world, we have also expanded the technology we rely on
to facilitate client matters and intra-firm communications, implementing cutting-
edge solutions to maintain the firm’s trademarks of efficiency and innovation. With
a long track record as an innovator in law firm management, Latham & Watkins is
constantly looking to adopt sophisticated technology that enhances client service,
fosters collaboration and supports firm administration.
This innovative application of technology
is borne out in a number of ways,
including delivery of client service. The
following products and services exemplify
this approach:
CaptureThe Latham & Watkins Outsourcing
team has launched a new product called
“Capture” to transform the initial stage
of outsourcing projects, during which
attorneys must capture the client’s
requirements for inclusion in requests
for proposals or contract documents.
Latham has built a portfolio of interactive
Adobe forms for clients to complete that
anticipate the different permutations of an
outsourcing deal. The forms are structured
so that only the questions relevant to the
particular needs of the client are revealed,
based on answers to previous questions.
Once completed, the forms provide the
roadmap for the drafting of the contract
and its schedules.
ComplianceNetLatham & Watkins created this Web-based
compliance tool to manage more efficiently
compliance program transactions
by allowing users in all locations to
immediately access and manage extensive
provider contract information within a
single, system-wide database. With all
compliance personnel using standardized,
law firm-designed data entry forms to
input contract information, ComplianceNet
promotes a greater level of legal
compliance while reducing operating costs
and enhancing management efficiency.
Discovery Services GroupComprised of former Latham & Watkins
litigation associates, the Discovery
Services Group utilizes its legal expertise
to master the process of preserving,
collecting, processing, reviewing
and producing electronically stored
information. As a mission, the group seeks
to help clients address the increasing costs
and complexity of electronic discovery.
The group works closely with Latham’s
practice support technologists, who
64 Latham & Watkins • 2009 Annual Review
provide high level technical services and
consulting for all phases of litigation.
Together, the two groups have the legal
and technical expertise to streamline the
electronic discovery process, resulting in
increased efficiency, decreased costs and
reduced risk.
Next Generation VideoconferencingLatham & Watkins has designed and
implemented an industry-leading
videoconference strategy that utilizes
in-house expertise and highly integrated
communications technologies. The
videoconference platform, which
includes six state-of-the-art telepresence
rooms, allows for immediate multi-
location collaboration between attorneys
and clients.
In this cost-conscious environment, law
firms and clients who are scrutinizing
travel budgets can appreciate this robust
technology that allows for increased
personal client interaction, often over an
extended period of time. One Latham
team in London, for example, was able
to convene a series of meetings lasting
six hours a day over a 10-day period with
a key client in New York, facilitating
immediate collaboration in a high quality
and secure environment to finalize a deal.
ClientNETLatham & Watkins offers clients 24/7
secure access to their data from any
Internet connection through our in-house
developed extranet, ClientNET. Latham’s
ClientNET is a secure online environment
where clients and their Latham team
members can share data, allowing for
easier matter management. ClientNET
has been customized in the following
ways to handle both transactional and
litigation matters:
Virtual Deal/Data Rooms – provide access
to documents contained within online data
rooms, giving acquirers, sellers, sponsors,
investment banks, lenders and borrowers
additional flexibility while providing clients
with significant time and cost savings.
Virtual data rooms can be structured to
allow full access to all documents or may
be configured so that only authorized
persons have view-only access to specific
folders of documents.
65 Latham & Watkins • 2009 Annual Review
Virtual War Rooms – provide access
to transcripts, pleadings and discovery
documents for all types of disputes in one
central online location. Other standard
Latham litigation tools are integrated
into the ClientNET system to simulate
a physical case war room. All electronic
data about the dispute are aggregated
within ClientNET and accessed via
native applications such as iCONECT,
LiveNote Web and Pleading Clip Library,
meaning that no additional fees are
incurred by clients.
Contract Manager – an extension
of ClientNET, Contract Manager is
a dedicated tool that provides for
organizing and tracking both hard and
soft copies of agreements. Although
designed to allow a company general
counsel or contract management office
to create a virtual filing system for a
company’s agreements, it can also
be used as a collection tool during
diligence projects. It is particularly
useful in carve out transactions where
Latham is called upon to put in place
numerous agreements to support a new
company or division. All of the contract
documentation and details can be placed
in Contract Manager to track progress
during the transaction (using its powerful
reporting tools) and to provide general
counsel and company executives with an
online repository of all of the agreements
that support the carved out business.
Clients who have used Contract Manager
say it is better than any commercial
package they have tried.
Context – another extension of ClientNET
is Context, which provides a complete tool
for collaborating on executed contracts.
Contracts are stored as part of Contract
Manager in ClientNET, allowing clients
and Latham attorneys to easily comment
on points of interest and collaborate on key
areas, as well as capture know-how about
a deal. Context facilitates navigation of
large documents, not merely adding first
class search capabilities, but allowing tours
to be created that walk users through key
points of interest. n
66 Latham & Watkins • 2009 Annual Review
The American Lawyer “A-List”For the second consecutive year, Latham & Watkins ranked #2 among
US law firms in The American Lawyer’s 2009 “A-List.” This marks the
firm’s seventh consecutive year on the list — Latham & Watkins has
ranked in the “A-List’s” Top 10 since its inception in 2003. The list
is based on an evaluation of several criteria, including revenue per
lawyer, pro bono participation, associate satisfaction and workplace
diversity. Created by The American Lawyer, the “A-List” strives to
identify law firms that are “best at balancing a thriving business with
their obligations to the profession.” Placing consistently at the top of
the “A-List” reinforces Latham & Watkins’ success on many different
levels, from its commitment to providing excellent client service and
pro bono, to workplace diversity in all its forms.
Financial Times Innovative Lawyers Awards Latham & Watkins was once again recognized in a number of
categories in the 2009 Financial Times Innovative Lawyers awards.
The firm was noted as “Highly Commended” in the Client Service
category for its outsourcing team’s “Capture” tool. The firm was
“Commended” in the Law Firm Management category for its
sophisticated use of videoconferencing technology that can “simulate
the dynamics of real meetings . . . and has been used by their clients
in negotiations.” The publication also recognized Latham’s innovation
in substantive legal categories, including dispute resolution, private
equity and defense of companies in securities fraud and ERISA class
actions resulting from the US mortgage crisis.
Working Mother Magazine Working Mother magazine and work/life balance consulting firm
Flex-Time Lawyers have, for the second year in a row, recognized
Latham & Watkins as one of the “2009 Best Law Firm for Women.”
The magazine names 50 law firms to its prestigious list. In recognizing
Latham & Watkins, Working Mother noted that “this global law
firm [is] at the ready to help” moms and dads transition back to the
workplace, and that the firm encourages flexibility and provides
mentoring for associates remaining on the partnership track. This
honor also recognizes leadership, compensation, advancement and the
retention of women, among other criteria.
2009 Accolades
67 Latham & Watkins • 2009 Annual Review
Latham & Watkins’ 2009 Annual Review has been printed on a certified FSC paper product, using soy-based inks.
68 Latham & Watkins • 2009 Annual Review
LW.com
United States
ChicagoHoustonLos AngelesNew JerseyNew YorkOrange CountySan DiegoSan FranciscoSilicon ValleyWashington, D.C.
Europe
BarcelonaBrusselsFrankfurtHamburgLondonMadridMilanMoscowMunichParisRome
Asia
BeijingHong KongShanghaiSingaporeTokyo
Middle East
Abu Dhabi DohaDubai
B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s
m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o
s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D .C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o
D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w
mu n i C h ne w je r s e y ne w yo r k or a n g e Co u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y
s i n g a P o r e to k y o wa s h i n g t o n , D .C . aB u Dh a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t
h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k
o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o
w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g
h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e
o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o
a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n
l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e
s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a
B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s
m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o
s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o
D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h
n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s ro m e sa n Di e g o sa n Fr a n C i s C o sh a n g h a i s i l i C o n Va l l e y s i n g a P o r e
to k y o wa s h i n g t o n, D .C . aB u Dh a B i Ba r C e l o n a Beijing Brussels ChiCago Doha DuBai FrankFurt hamBurg hong kong
h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n mo s C o w mu n i C h ne w je r s e y ne w yo r k or a n g e Co u n t y Pa r i s ro m e
s a n D i e g o s a n F r a n C i s C o s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a
B e i j i n g B r u s s e l s C h i C a g o D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s
m a D r i D m i l a n m o s C o w m u n i C h n e w j e r s e y n e w y o r k o r a n g e C o u n t y P a r i s r o m e s a n D i e g o s a n F r a n C i s C o
s h a n g h a i s i l i C o n V a l l e y s i n g a P o r e t o k y o w a s h i n g t o n , D . C . a B u D h a B i B a r C e l o n a B e i j i n g B r u s s e l s C h i C a g o
D o h a D u B a i F r a n k F u r t h a m B u r g h o n g k o n g h o u s t o n l o n D o n l o s a n g e l e s m a D r i D m i l a n m o s C o w m u n i C h