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F RANKFURT H AMBURG H ONG K ONG H OUSTON L ONDON L OS A NGELES N EW Y ORK O RANGE C OUNTY P ARIS R OME S AN D IEGO S AN F RANCISCO W ASHINGTON , D . C . A BU D HABI B ARCELONA B EIJING B RUSSELS C HICAGO K ONG H OUSTON L ONDON L OS A NGELES M ADRID M ILAN M OSCOW P ARIS R OME S AN D IEGO S AN F RANCISCO S HANGHAI S ILICON V ALLEY B ARCELONA B EIJING B RUSSELS C HICAGO D OHA D UBAI F RANKFURT A NGELES M ADRID M ILAN M OSCOW M UNICH N EW J ERSEY N EW Y ORK F RANCISCO S HANGHAI S ILICON V ALLEY S INGAPORE T OKYO B EIJING B RUSSELS C HICAGO D OHA D UBAI F RANKFURT H AMBURG M ADRID M ILAN M OSCOW M UNICH N EW J ERSEY N EW Y ORK O RANGE F RANCISCO S HANGHAI S ILICON V ALLEY S INGAPORE T OKYO C HICAGO D OHA D UBAI F RANKFURT H AMBURG H ONG K ONG H OUSTON M UNICH N EW J ERSEY N EW Y ORK O RANGE C OUNTY P ARIS R OME V ALLEY S INGAPORE T OKYO W ASHINGTON , D . C . A BU D HABI B ARCELONA F RANKFURT H AMBURG H ONG K ONG H OUSTON L ONDON L OS A NGELES N EW Y ORK O RANGE C OUNTY P ARIS R OME S AN D IEGO S AN F RANCISCO W ASHINGTON , D . C . A BU D HABI B ARCELONA B EIJING B RUSSELS C HICAGO H OUSTON L ONDON L OS A NGELES M ADRID M ILAN M OSCOW M UNICH R OME S AN D IEGO S AN F RANCISCO S HANGHAI S ILICON V ALLEY S INGAPORE B EIJING B RUSSELS C HICAGO D OHA D UBAI F RANKFURT H AMBURG H ONG K ONG M OSCOW M UNICH N EW J ERSEY N EW Y ORK O RANGE C OUNTY P ARIS R OME V ALLEY S INGAPORE T OKYO W ASHINGTON , D . C . A BU D HABI B ARCELONA F RANKFURT H AMBURG H ONG K ONG H OUSTON L ONDON L OS A NGELES N EW Y ORK O RANGE C OUNTY P ARIS R OME S AN D IEGO S AN F RANCISCO W ASHINGTON , D . C . A BU D HABI B ARCELONA B EIJING B RUSSELS C HICAGO H OUSTON L ONDON L OS A NGELES M ADRID M ILAN M OSCOW M UNICH

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Page 1: 2009 Annual Review - Latham & Watkins1 Latham & Watkins • 2009 Annual Review greatly enhanced our Greater China practice with the addition of several corporate partners in our Hong

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

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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

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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

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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.

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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

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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

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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.

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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.

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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

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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.

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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

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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.

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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.

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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.

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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.

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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.

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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.

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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

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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.

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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

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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.

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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.

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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

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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

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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.

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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

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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.

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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.

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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.

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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

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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,

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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

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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

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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

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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*

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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

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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

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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.

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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

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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

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67 Latham & Watkins • 2009 Annual Review

Latham & Watkins’ 2009 Annual Review has been printed on a certified FSC paper product, using soy-based inks.

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68 Latham & Watkins • 2009 Annual Review

LW.com

United States

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

Europe

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Asia

BeijingHong KongShanghaiSingaporeTokyo

Middle East

Abu Dhabi DohaDubai

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