At McDermott Will & Emery, our dedicated lawyers...02 / McDermott Will & Emery / Firm Overview McDermott Will & Emery / 03 Our team works together every day across geographies, practices

McDermott Will & Emery / Firm Overview02 / McDermott Will & Emery / 03

Our team works together every day across geographies, practices and industries to deliver the insights and results that matter to your business and to the people you serve.

At McDermott Will & Emery, our dedicated lawyers combine their passion for business with a deep understanding of the law to help you knock down barriers to success by:

• Anticipating change, adapting quickly and keeping you ahead of the curve

• Uncovering inventive—and often unexpected—solutions to your most complex problems

• Turning big ideas into practical, actionable plans that let you make real progress toward your goals

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TACKLING YOUR BIGGEST CHALLENGE TODAY IN PURSUIT OF YOUR BOLDEST VISION OF TOMORROW


FOCUSED ON RESULTS THAT MATTERWhen you partner with us, you don’t just receive access, at your fingertips, to a global network of diverse, industry-leading legal talent. You also get our personal commitment to you, your team and your vision.

Our service is personalized and personable. That’s because we care deeply about what we do and who we do it for.

We understand how complex your job is, and we do our part to make it easier. We know that on any given day you’re tackling competition, corporate development, asset protection, talent management—some days all of the above. While there’s a bevy of firms out there to help you address these issues on a case-by-case basis, there are few that have the breadth and depth of focused knowledge to help you manage them all and stay ahead of what’s next.

That’s McDermott.

McDermott Will & Emery

“ [T]hey have an outstanding work ethic and recognize that our issues are also their issues. They try to resolve matters as timely as possible and they have the depth of resources and subject matter knowledge immediately available.”Chambers USA, Client Reference

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“ They work toward objectives, respect the deadlines and act as solution makers.”Chambers Europe, Client Reference


OUR AWARD-WINNING PRACTICES INCLUDE:

Antitrust & Competition

Corporate & Transactions

Employee Benefits

Employment

Global Privacy & Cybersecurity

Intellectual Property

Litigation & Dispute Resolution

Private Client & Wealth Management

Real Estate

Regulatory

Restructuring & Insolvency

Tax

White-Collar

We know your industry inside and out. Our lawyers provide multifaceted advice across a variety of global market sectors, including:

• Energy

• Financial Services

• Food, Beverage & Agribusiness

• Health

• Insurance

• Life Sciences

• Private Equity

• Technology

McDermott Will & Emery / Firm Overview06 /

Our team collaborates across practice groups and geographies to deliver nuanced perspectives to elevate strategy and surface highly effective solutions. More than 1,200 lawyers strong, there isn’t a legal issue we haven’t discussed or an industry segment into which we haven’t delved, and we thrive on working together to find the right answer for our clients.

A GLOBAL TEAM INSPIRED TO EXCEED

180 Chambers-ranked lawyers, 70+ Band 1 and Band 2

220 Recommended by Legal 500, 25+ “leading lawyers”

60 Chambers-ranked practices on 2 continents, 30+ Band 1 and Band 2

76 Legal 500 recommended practices, 20 Tier 1 and Tier 2


INDUSTRY SPOTLIGHT

Moving at the pace of innovation. It’s how we keep our clients pushing forward in the ever-changing healthcare industry. And it’s why, despite remarkable disruption, industry stakeholders are continuing to forge unique partnerships and pursue creative solutions to some of healthcare’s toughest challenges.

Our team provides unparalleled legal acumen rooted in decades of experience and forward growth powered by unconventional thinking. With a deep bench that includes lawyers at the cutting edge of digital health, we partner with our clients on the full range of healthcare-related issues, including physician practice management, healthcare litigation and the evolving regulatory landscape—both in the United States and internationally. This range of skill and experience allows us to build customized, cross-disciplinary teams to best advise all types of healthcare organizations—from multi-jurisdictional health systems to payors to investors and healthcare technology companies.

Our health practice is the only group to receive Tier 1 national rankings from Legal 500, U.S. News – Best Lawyers and Chambers USA. We draw on our extensive business and operational experience to tackle your most complex needs, even when those needs shift along with the market.

LIFE SCIENCESWe fuel your mission. Composed of top lawyers with demonstrated strength across FDA, intellectual property, regulatory, transactional and litigation law, we’re a purpose-built team united by a passion for our work. As the top-ranked law firm for health and a leader in life sciences, we’ll help you navigate the issues that matter when it comes to achieving your mission and solidifying your position in the market.

HEALTH & LIFE SCIENCES

11 years in Band 1 Healthcare; the only Band 1 for 2020 Chambers USA 2020

Law Firm of the Year for Healthcare Law, 2020U.S. News – Best Lawyers “Best Law Firms”

Health Group of the Year 2019Law360

Recognized for healthcare in GermanyChambers Europe 2020 (Band 1) Legal 500 EMEA 2020 (France - Tier 1) Legal 500 EMEA 2020 (Germany - Tier 2) Ranked in JUVE 2019/2020

Tier 1 for healthcare and life sciences in FranceLegal 500 EMEA 2020

Recognized for healthcare in the United KingdomLegal 500 UK 2020

“ McDermott has extraordinary depth–we have needed experts in diverse areas of law, and they have been able to provide assistance in each case. We value the practical business advice they provide.”Chambers USA 2020

“ The team is professional, informed, articulate, responsive and fun to work with. They are trusted advisors that I turn to whenever I have important strategy development needs.” Best Law Firms, Client Reference

“ They have the ability to find creative solutions when different parties at the table have adverse interest.” Chambers Europe, Client Reference

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CORPORATE & TRANSACTIONSWhether you are tapping into capital, pursuing a strategic acquisition, streamlining daily operations with ironclad contracts and agreements or tackling obstacles to business survival, we stand ready to partner with you as a trusted legal advisor who will go the extra mile to accomplish—and exceed—your goals.

Our seasoned lawyers represent the full spectrum of corporate interests around the world, from global corporations to family-owned businesses to privately held companies. We thrive on solving the most complex business problems facing our clients today and mapping out strategies to drive their success tomorrow. Our service is truly global, as we field teams out of key business centers across Europe and the United States, and maintain a network of trusted advisors in jurisdictions where we do not have offices, allowing us to deliver pragmatic, actionable advice wherever your operations are based.

Our broad capabilities include seamless transactional services, such as negotiating cross-border acquisitions or outsourcing deals, representing issuers in public offerings, securing preferred financial credit arrangements for borrowers or navigating a business restructuring. We pair deep understanding of the industries in which our clients operate with access to the Firm’s fully integrated practice groups, resulting in sophisticated and practical advice. What's more, we excel at innovation and spotting trends in the market, allowing us to develop forward-thinking legal solutions that address the shifting challenges of today’s global business arena.

SERVICE SPOTLIGHT

Tier 1 in M&A: Middle-Market Legal 500 US 2020

Tier 2 in Corporate and Commercial: M&A – Midmarket Legal 500 UK 2020

Top 5 most active law firm in private equity globallyPitchbook 2019 League Tables

Recognized in Germany for Corporate M&A (Band 1) and Real Estate Chambers Europe 2020

Recognized in France for Private Equity – Buyouts (Band 2)Chambers Europe 2019

CROSS-BORDER COLLABORATION, SPEED AND AGILITY DRIVE A LANDMARK DEAL

THE CHALLENGEWhen the famed Chrysler Building in New York City went up for sale, McDermott teams in different countries represented two of the interested parties bidding separately on the building: New York-based RFR Holding LLC and Austria-based SIGNA Holding GmbH.

RFR and SIGNA decided to engage in a joint effort to purchase the Chrysler Building, trusting McDermott’s international team to help them move faster, pre-empting other bids and securing a deal.

THE SOLUTION In less than a week, we negotiated and secured a signed contract with a closing sale price of $151 million. The sale came at a bargain price to the buyers: the majority owner had purchased a 90 percent stake in the Chrysler Building in 2008—just before the financial crisis—for a much higher cost of $800 million.

Establishing good rapport with the sellers’ counsel, focusing on the big picture and approaching the deal with a problem-solving mindset contributed to McDermott lawyers’ ability to move quickly and facilitate the fast-track closing process required by the seller.

“ McDermott’s team is very commercially focused, understands clients’ priorities as a business and is flexible in how it staffs to suit budget and transaction type.”Legal 500 US, Client Reference


Recognized for Dispute Resolution: White-Collar CrimeLegal 500 EMEA 2020

Recognized for our know-how and credibility with international arbitrationsGlobal Arbitration Review GAR100

Recognized for Corporate Investigations, White-Collar Criminal Defense and General Commercial Disputes Legal 500 US 2020

Nationally Tier 1 ranked in Commercial Litigation; Criminal Defense: White-Collar; Litigation – Securities Best Law Firms 2020

Highly Recommended Firm

Benchmark Litigation 2020

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SERVICE SPOTLIGHT

LITIGATION & DISPUTE RESOLUTION

MOTOROLA: KNOCKING DOWN BARRIERS TO SUCCESS

THE CHALLENGEMotorola, along with all other major cell phone manufacturers, faced lawsuits in the District of Columbia claiming brain cancer caused by cell phones. The district court ruled that some of the plaintiffs’ experts satisfied the Frye standard for determining the admissibility of expert opinion testimony, but would likely be excluded under Daubert.

THE SOLUTION Building on decades of successfully defending Motorola against personal and class action lawsuits challenging the safety of wireless phones, we secured a landmark ruling for Motorola and the wireless telephone industry.

In Motorola v. Murray, after almost 100 years of applying the Frye standard, the US Court of Appeals for the DC Circuit rejected Frye and adopted the federal Daubert standard.

The ruling has had a significant impact not only for cell phone cases in the District of Columbia, but litigation across the United States.

Our litigation and dispute resolution lawyers are always ready to roll up their sleeves and deliver the sound, practical legal strategies necessary for both short- and long-term success.

Based throughout the United States and Europe, our nimble and creative lawyers are dedicated to providing passionate client advocacy through superior trial skills and incisive industry knowledge.

We have earned an exceptional reputation for helping major multinationals win big-ticket cases. Our litigation lawyers collaborate with colleagues across the Firm, including our top-ranked antitrust, healthcare, life sciences, employee benefits and product liability teams, to bring you fully developed solutions that make meaningful progress toward your business goals, in and out of the courtroom. We have extensive on-the-ground experience before US and European courts, regulatory agencies and arbitration institutions. This synthesis of skill and experience, flexibility and strength—plus our track record of success in high-stakes controversies—is what makes us a go-to firm for large-scale, complex litigation.

WHITE-COLLARHeightened scrutiny of companies and their executives requires seasoned legal counsel to spot—and mitigate—potential compliance risks, respond quickly and effectively to government investigations and provide world-class defense in qui tam actions, criminal charges and parallel proceedings. Our white-collar team has tried hundreds of cases in courts throughout the United States and internationally, and draws on the unmatched insights of our lawyers who previously served as senior federal prosecutors.


ABBOTT LABORATORIES: TURNING BIG IDEAS INTO ACTIONABLE PLANS

THE CHALLENGEFaced with an increasingly competitive labor market, long-term client Abbott Laboratories wanted to develop a creative way to build a sustainable talent pipeline while addressing the heavy burden of student loan debt on early-career professionals.

THE SOLUTION We partnered with Abbott in developing an innovative student loan repayment benefit as part of Abbott’s 401(k) plan: If employees contribute at least 2% of their salary to paying off student loans, Abbott provides a tax-exempt 5% retirement contribution that mirrors its 401(k) match. Our skilled employee benefits lawyers secured a private letter ruling from the Internal Revenue Service granting Abbott permission to launch this groundbreaking benefit, which differentiates Abbott in the talent market and contributes to its culture of employee loyalty.

SERVICE SPOTLIGHT

Tax Practice Group of the Year 2019Law360

Top marks year after year from Chambers, U.S. News – Best Lawyers, International Tax Review/World Tax Guide, Legal 500 and JUVE German Commercial Law Firms

Amid increasing competition, legislative ambiguity and ever-shifting business models, tax strategy is more critical than ever.

With this pivotal role in business performance—and with shareholder pressure mounting—it is more important than ever to choose the right tax counsel. Our team of thought leaders go beyond technical requirements, adding a deep understanding of your company and your specific market dynamics. We couple that with the perspective, insights and know-how to help you go further.

We advise some of the world’s most successful companies on tax matters, including more than 60% of the Fortune 100. We are a combination of tax practitioners, strategists and creative thinkers who can validate sound strategies and offer innovative solutions that help you advance your organization’s growth plan—with our senior partners involved at every step—365 days a year with a 360-degree view of the evolving tax landscape.

TAX

National Tier 1 in Tax Law and Tier 1 in Litigation - Tax“Best Law Firms 2020”

Nationally ranked in Tax: Controversy and Tax: Corporate and FinanceChambers USA 2020

Ranked Tier 1 in US Taxes: Contentious; Tier 2 in Tax: Financial Products and Tier 2 in International TaxLegal 500 US 2020

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SERVICES AT A GLANCE

ANTITRUST & COMPETITIONAs clients around the world experience increasing antitrust activity, cross-jurisdictional government investigations and private litigation, we meet these multifaceted challenges head-on. Our top-ranked lawyers are deeply familiar with all major US and international regulatory frameworks and dispute-resolution forums. We provide effective, coordinated counsel on US antitrust law, EC competition law, China’s Anti-Monopoly Law and other competition regimes worldwide to help you eliminate roadblocks and achieve your business goals.

Named to the Global Competition Review Global Elite list for the seventh consecutive year

EMPLOYEE BENEFITSIn today’s fast-paced global marketplace, employers face challenges on every front as they manage their policies, plans and people. We are here to support you at every level—internationally, nationally, regionally and locally—to help you maximize the value of your human capital while avoiding exposure to liability. We deliver strategic day-to-day counsel on everything from executive compensation and health/welfare plan compliance to plan vendor contracting and reductions in force.

Among the few practices nationally ranked in Best Law Firms in America, Chambers and Legal 500 US

EMPLOYMENTWe protect your most valuable assets, people and reputation, using an agile approach tailored to your specific labor and employment needs worldwide. As forward-thinking advisors, we proactively identify trends in your industry and present clear counsel that allows you to anticipate emerging workplace issues, ensure compliance with evolving laws and regulations and develop strategies to mitigate potential litigation risks. When challenges do arise, we are equipped to handle your most pressing employment matters, from C-suite and board guidance to bet-the-company matters.

“ They are professional, very responsive and they definitely do their homework in order to give us the most detailed and comprehensive answers to our questions.” Chambers USA, Client Reference


GLOBAL PRIVACY & CYBERSECURITYWhen it comes to your organization’s data privacy and cybersecurity, the stakes could not be higher. We keep you out ahead of the curve on issues ranging from global privacy compliance, response to catastrophic cyber incidents, implementation of cutting-edge technologies and data strategies and breaking developments in health information privacy. Our deep bench of talented lawyers advise on the statutory, regulatory and enforcement regimes that govern the collection, use and disclosure of data around the world.

Ranked by Chambers Global 2020; Chambers USA 2020 and Legal 500 US 2020

INTELLECTUAL PROPERTY In the face of fierce competition, our team is your secret weapon in both the boardroom and the courtroom. Whether you’re building the next iconic brand, protecting game-changing new technology or creating new revenue streams from your established IP assets, we help you achieve your business goals at every stage of the IP lifecycle. We are fearless, relentless advocates in protecting your greatest investment—your intellectual property. From strategic patent and trademark portfolio development and transactions, licensing and monetization to enforcement and litigation, we offer actionable recommendations to mitigate risk and capitalize on opportunity.

“ They hit that sweet spot of high-quality, efficient, practical and strong institutional knowledge.”Chambers USA, Client Reference

GDPR READINESS: PROPELLING CROSS-BORDER SUCCESS

THE CHALLENGEAs the 2018 implementation deadline for the EU General Data Protection Regulation (GDPR) loomed, all organizations with data subjects in the European Union had to swiftly achieve compliance with the complex new rules—or face devastating fines.

THE SOLUTION Our highly skilled EU-based lawyers put their deep familiarity with EU regulations to work, in partnership with the Firm’s cutting-edge data privacy and digital health teams, to create an innovative microsite housing a complete set of GDPR resources for our clients. We sponsored an in-depth research survey cited extensively in global news outlets, and provided a toolkit, detailed thought leadership and continuing web-based education, all designed to minimize compliance headaches and ensure our clients’ success.


PRIVATE CLIENT & WEALTH MANAGEMENTFrom the global to the personal, we bring our full-service network to bear in helping closely held business owners and high-net-worth individuals effectively structure their assets, meet their wealth transfer and planning goals and make their mark philanthropically. As you make the critical decisions that shape your personal, business, tax, civic and charitable concerns around the world, we’ll be at your side with creative, customized solutions.

The only national Band 1 Firm in Chambers High Net Worth Guide 2020

REAL ESTATEWe are the “go-to” team for the sector’s most active lenders, investors, owners, developers and management companies regularly advising leading industry players on sophisticated transactions involving iconic properties that shape the world’s skylines. Our lawyers bring an unusual degree of cohesiveness, collaboration and collective experience to their matters. As recognized leaders in the space, our team is on the cutting edge of real estate trends, often pioneering innovative strategies and structures that are later adopted by the industry. Together with our clients, we have helped close more than $300 billion in real estate transactions across the United States and Europe.

“ By any criteria, they are one of the top firms you would mention when it comes to private wealth, particularly for challenging, larger and international matters. They have a terrific senior group of attorneys.”Chambers High Net Worth 2019, Client Reference

REGULATORYGovernment regulation affects all aspects of commerce, whether local or global. That’s why our lawyers marry legal skill with political savvy to turn regulatory risks into forward-looking business solutions. Based in government and trade capitals around the world, we support companies traversing the increasingly complex international trade landscape, and we tackle rising global antitrust activity in all major US and international forums. Wherever your business reaches, our talented regulatory lawyers can help position your organization for success.

RESTRUCTURING & INSOLVENCYWhen companies and investors face business risks, our team is equipped to provide seamless, cross-bordercounsel around all aspects of distressed transactions. On behalf of debtors, creditors and distressed investors, we leverage our experience and track record to help you understand your best options and maximize the value of the business when faced with a business restructuring, insolvency proceeding or opportunity to acquire distressed assets.

Top marks from BTI Consulting Group, Chambers, U.S. News – Best Lawyers, Benchmark Litigation, Legal 500 and The World’s Leading Competition and Antitrust Lawyers

UNCOVERING INVENTIVE SOLUTIONS

THE CHALLENGEIn the 1980s, the wife of a world-renowned art dealer was appointed his conservator, and upon his death, the executor of his estate. Her stepsons challenged her actions in these roles and after years of contentious litigation, by the mid-1980s, settled and broadly released their stepmother from any current or future claims. After the stepmother’s death, one of her stepsons petitioned the New York Surrogate to reopen the late art dealer’s estate and be appointed its administrator. He then sought to depose our client, as trustee for the stepmother’s trust, and various auction houses regarding missing artwork he claimed had been stolen and misappropriated by his stepmother.

THE SOLUTION We launched a comprehensive investigation into the background of this case going back 30 years, and tracked down historical data to file a successful motion to dismiss the various petitions that had been filed by the stepson. Our cross-practice team then delivered a complete litigation victory for the trustee in the New York Surrogate’s Court, and on appeal to the First Department of the Appellate Division and the New York State Court of Appeals.

OLIVE GROWERS: DIGGING DEEPER TO DELIVER

THE CHALLENGESpanish ripe olive producers were gaining US market share at the expense of the US industry by undercutting US prices and taking large customers. The situation created an unsustainable competitive environment for US processors and growers.

THE SOLUTION We drew on our wide-ranging experience with US trade remedy law and our deep understanding of EU agriculture subsidy practices to craft a US import relief action on behalf of the US industry that targeted the Spanish industry’s unfair pricing and unfair benefits from vast EU and Spanish government subsidies. We refuted arguments by not only the Spanish industry, but also the governments of the European Union and Spain, in persuading the US Department of Commerce to find unfair pricing (dumping) and unfair subsidization of Spanish ripe olive imports into the United States, and we persuaded the US International Trade Commission that the unfairly traded imports were a cause of “material injury” to the US industry. Our client had hoped to secure remedial tariffs (antidumping and countervailing duties) of 30% on the incoming olives. Our trade action resulted in a net 35% tariff.


Integrity. Creativity. Passion. They underpin everything we do and set McDermott apart.

From committing to diversity in our hiring practices and embracing Firm-wide pro bono goals to providing time for mindfulness and sponsoring days of service in our communities around the world, we know that our best work isn’t limited to the boardroom or the courtroom. That’s why in our culture, we work to ensure that excellence and happiness go hand in hand.

We put our global resources to work advocating for legal and social change around the world through our collaboration with nonprofits, non-governmental organizations and social enterprises.

Our lawyers bring their innovative legal skills to bear in pro bono cases involving asylum, civil rights, children’s rights, family law and criminal defense. Our 2,000+ lawyers and staff pool their efforts in regular service projects to fight hunger, raise funds for cancer research and support local community organizations. We have taken great strides in reducing our carbon footprint, and our new riverfront Chicago office is certified LEED Gold for energy efficiency and environmental sustainability.

GOING ABOVE & BEYOND FOR OUR CLIENTS, OUR PEOPLE & THE COMMUNITIES WE SERVE

1,000+pro bono matters handled globally

56,000+pro bono service hours

50+countries supported through pro bono partnership

of lawyers dedicated time to pro bono service80%

199 organizations supported through philanthropy

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WE’RE ALL IN.Embracing progress means prioritizing fresh perspectives. We work every day to build a culture of belonging—one where extraordinary people can thrive.

Score on Corporate Equality Index 15 years running100%

Mansfield Certification Plus Status

McDermott Will & Emery / Firm Overview

THE SIKH COALITION: ELIMINATING BARRIERS TO EQUALITY

THE CHALLENGEThe US military's uniform and grooming rules forced observant Sikhs to deny their articles of faith before they could serve.

THE SOLUTION We secured religious accommodations for individual Sikh soldiers while steadily and publicly advocating for widespread policy reform. After 27 retired generals joined 120 congressional leaders in calling for change, the Army issued a meaningful policy change allowing Sikhs and other religious minorities to serve with their articles of faith intact—the most significant step forward for religious accommodations in the US Armed Forces in more than 30 years.

Our ongoing efforts continue to help break down barriers in the remaining branches of the US military. Several years after the Army announced its policy change, the Air Force followed suit with a revision to its uniform and grooming accommodation policy for religious minorities who wish to enlist and serve, including Sikh Americans.

We are deeply committed to extending an ethos of inclusion not only within our Firm, but throughout the broader legal profession and in our communities.

We are proud to propel the success of the world’s most respected, dynamic and important organizations. Together, we fuel missions, knock down barriers and shape markets. Pride and determination abound at McDermott because every member of our team is respected, supported and inspired to exceed.

OUR VISION IS TO PROPEL YOURS


Fortune 100

Forbes 100 Private Companies

79%

60% 55%

France CAC 40

40%

German DAX 30 Companies

85+

Years of legal & industry experience

20+

Locations across the United States and Europe

1,200+

Lawyers

31,000+

Matters handled in 2019

340+

M&A transactions handled in 2019

WE COUNSEL CLIENTS IN MORE THAN 100 COUNTRIES ACROSS 6 CONTINENTS:

mwe.com

©2020 McDermott Will & Emery. McDermott Will & Emery conducts its practice through separate legal entities in each of the countries where it has offices. For a complete list visit mwe.com/legalnotices. This may be considered attorney advertising. Prior results do not guarantee a similar outcome.

Documents

At McDermott Will & Emery, our dedicated lawyers...02 / McDermott Will & Emery / Firm Overview McDermott Will & Emery / 03 Our team works together every day across geographies, practices