Download - Snapshot of 2012
2012 Annual Review
Snapshot of
2012
01 Letter from the Chair
03 Client Stories
62 At the Intersection of Law and Policy
64 Financial Institutions Global Conference
65 Forum on the Future of Energy
66 DevelopmentsinUSLiquefiedNaturalGasExportstoJapan
67 TheNewSilkRoad:AsiaInvestmentintheMiddleEast
68 Diversity
69 Pro Bono
70 Community Service
71 2012Awards&Rankings
Contents
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Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom, France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. Latham & Watkins practices in Saudi Arabia in association with the Law Office of Salman M. Al-Sudairi. In Qatar, Latham & Watkins LLP is licensed by the Qatar Financial Centre Authority. © Copyright 2013 Latham & Watkins. All Rights Reserved.
I hope you enjoy our 2012 Annual Review. It contains many client success stories and includes highlights of our values in action. Diversity, collaboration and teamwork are central to the culture of Latham & Watkins. Throughout 2012, we collaborated with clients around the world on some of their most complex and enterprise-changing matters. We also took every opportunity to listen to and talk with clients — leading to more efficient, effective and innovative ways to provide legal services to help solve their most critical issues.
Innovation has long been a hallmark at Latham, and this year, the firm was recognized as the #1 Most Innovative US Law Firm in the Financial Times US Innovative Lawyers 2012 report. The report, now in its third year, ranks US law firms “that are bringing fresh thinking and practices to solving business problems.” While we are honored to receive this accolade, we remain energized to explore even more creative ideas to assist Latham clients to respond to changing market conditions.
We expanded our successful webcast series introducing sessions on the US JOBS Act (Jumpstart Our Business Startups), and continued our successful proxy season series, among others. We also hosted and co-sponsored a number of high-profile conferences in London, Asia and the United States, examining issues such as the role of London as a financial center and the boom in the oil and gas sector in the United States.
As always, we remained dedicated to giving back to both the legal community as well as the communities in which we work and live. In response to the damage and loss along the Eastern US coast from Hurricane Sandy, the firm established a Hurricane Sandy Disaster Relief Matching Program. Through this program, Latham matched contributions made by firm personnel to a number of organizations engaging in or supporting Hurricane Sandy disaster relief efforts. In addition, our lawyers and staff donated 176,000 hours in pro bono legal services around the world, and we were honored to receive the 2012 John H. Pickering Award from the Pro Bono Institute in recognition of our efforts to foster pro bono legal services worldwide.
Our thanks go to all of you who we had the pleasure of working with throughout 2012, as well as to all our many other friends and alumni in the legal and business communities.
Sincerely,
Robert M. DellChair and Managing Partner
Dear Clients and Friends:
Letter from
the Chair
1
ClientsMultiple Export Credit Agencies and Commercial Lenders
IndustryEnergy – Oil & Gas
PracticesBank Finance
Project Development & Finance
Transactional Tax
OfficesLondon
New York
Paris
Singapore
Tokyo
Washington, D.C.
Largest-ever Project Financing
US$20BillionLNGFacilitySlatedforCompletionin2016
In a matter that has received numerous accolades, Latham
& Watkins served as counsel to eight export credit agencies
from Japan, Australia, Korea, France, Germany and The
Netherlands, along with a syndicate of 33 commercial lenders,
on a US$20 billion project financing of a liquefied natural gas
(LNG) project in Australia sponsored by INPEX Corporation
and Total S.A. The financing efforts for the Ichthys LNG
project began in spring 2011 and the financing documents
were signed in December 2012 (with financial close occurring
in January 2013). According to press reports, the Ichthys
LNG project financing is the largest-ever arranged in the
international project finance market.
Capitalizing on Latham’s expertise and global resources
in project and bank finance, LNG and energy, the firm
assembled a cross-border team to get the massive deal done.
The Ichthys project comprises the development of two
gas liquefaction trains with a combined design capacity of
8.4-million tonnes per annum. LNG is produced by cooling
natural gas to -161°C, when it becomes a liquid that can then
be transported by LNG vessels. The LNG produced by the
Ichthys project will be supplied to seven Japanese utilities,
CPC Corporation of Taiwan and to affiliates of the sponsors.
In addition to LNG, the project is also expected to produce
1.6-million tonnes per annum of liquefied petroleum gas and
approximately 100,000-barrels per day of condensates.
This transaction was named “Asia-Pacific Deal of the Year” by
Project Finance International and “Asia-Pacific Multisource
Financing Deal of the Year” as well as “Global Deal of the
Year” by Project Finance magazine. n
Latham & Watkins • 2012 Annual Review
3
ClientAmazon.com
IndustriesInternet & Digital Media
Retail & Consumer Products
PracticesIntellectual Property Litigation
Supreme Court & Appellate
OfficesSilicon Valley
Washington, D.C.
Defending Intellectual Property
DismissalinMajorAbstractPatentsCase
When the world’s largest online retailer needed to persuade
a federal court in San Francisco to dismiss a suit brought
against it by a patent owner, it turned to Latham & Watkins.
Seattle-based Amazon.com was sued by OIP Technologies,
Inc., which claimed the company infringed its patent
covering a method and apparatus for automatic pricing in
online commerce.
In a decision granting Amazon’s motion to dismiss all
62 claims at issue in the case, the US District Court for the
Northern District of California agreed with the Latham team’s
argument that the technology at issue was not patentable
under US patent law. This was one of several victories for the
firm, which has gained a growing reputation in successfully
invalidating abstract patent claims under 35 U.S.C. §101.
Silicon Valley-based OIP claimed that the software Amazon
uses online infringed on its patent, and sought a share of
Amazon’s billions of dollars in revenue to compensate for
what it said was unauthorized use of its technology. A team
of intellectual property and appellate litigators prepared a
defense based on lack of patent eligibility due to the abstract
nature of the patent claims, at a time when the appellate
courts were issuing split opinions.
The judge in the case stated that the technology was not
patentable because it was “directed toward the abstract
idea of price optimization, which is a fundamental economic
principle” that belongs in the public domain. n
Latham & Watkins • 2012 Annual Review
5
ClientQ-Cells SE
IndustriesCleantech
Industrials & Manufacturing
PracticesAntitrust & Competition
Environmental Transactions
Mergers & Acquisitions
Restructuring, Insolvency & Workouts
Technology Transactions
Transactional Tax
OfficesChicago
Frankfurt
Hamburg
Hong Kong
London
Munich
Washington, D.C.
Sale of Q-Cells to Hanwha Group: New Synergies in Solar Industry
AcquisitionofGermanSolarCellMaker CreatesThird-largestManufacturer
In August 2012, Latham & Watkins successfully advised
leading German photovoltaic manufacturer Q-Cells SE, as
well as its insolvency administrator, in the successful sale
of the company to South Korean conglomerate Hanwha
Group. The transaction — which was approved by creditors
of Q-Cells — launched a new entity, Hanwha Q-Cells, and
created the third-largest solar manufacturer in the world, with
capacity in Germany, Malaysia, South Korea and China.
An international team of Latham lawyers experienced in
cross-border mergers and acquisitions, cleantech and the
nuances of completing a deal out of a financial restructuring,
worked closely and intensely with Q-Cells on this demanding
transaction. Led from the firm’s Hamburg office, and after
challenging negotiations in Germany, Seoul and Malaysia,
the team was able to structure a deal that met the approval
of creditors, the insolvency administrator and German
regulators — bringing together the world-class technologies
and innovation of Q-Cells with the strong financial backing of
a Fortune Global 500 company.
Hanwha acquired the German headquarters and research
and development center of Q-Cells, the manufacturing
facilities in Germany and Malaysia, several subsidiaries in
other countries, as well as intellectual property in the form
of patents and most of Q-Cells’ 1,200 employees — keeping
production, technical know-how and jobs in Germany
and Malaysia, while capitalizing on its ability to enter new
markets as a global player in a growing industry. n
Latham & Watkins • 2012 Annual Review
7
ClientWatson Pharmaceuticals, Inc.
IndustryLife Sciences
PracticesBenefits, Compensation & Employment
Environmental Transactions
Intellectual Property
International Tax
Mergers & Acquisitions
Transactional Tax
OfficesBeijing
Brussels
London
Los Angeles
Madrid
Milan
Moscow
Munich
New York
Orange County
Paris
San Diego
Silicon Valley
Tokyo
Washington, D.C.
Creating a Global Powerhouse
€4.25BillionMergerCreatesThird-largestGenericDrugmaker
Latham & Watkins’ longtime client, Watson Pharmaceuticals,
Inc., is a leader in both the generic and branded
pharmaceutical markets. With the help of a team of Latham
lawyers, Watson acquired European generic rival Actavis
Group Hf in a €4.25–billion deal in October 2012, creating the
world’s third-largest generic drugmaker.
Latham assembled a global team, led by the firm’s Orange
County and London offices, to steer due diligence, tax
planning and document negotiation efforts. The cross-border
deal, which was executed under English law, called for
additional expertise in intellectual property, mergers and
acquisitions and environmental law, among other areas.
Numerous subject matter experts from Latham collaborated
with Watson’s senior management team to bring the complex
global deal to its successful completion.
The transaction more than doubles Watson’s international
reach and strengthens its commercial position in a number of
key European markets, including in the emerging markets
of central and eastern Europe and Russia. It also helps Watson
expand and diversify its business, making it a true global
force. The matter follows Latham’s representation of Watson
in another groundbreaking transaction — a first-of-its-kind
biosimilars joint venture with biotech giant Amgen, Inc. n
Latham & Watkins • 2012 Annual Review
9
ClientsBanca IMI
Credit Suisse
Natixis SA
UniCredit Bank
IndustryContainers, Packaging & Glass
PracticesCapital Markets
Leveraged Finance
Transactional Tax
OfficesLondon
Madrid
Milan
New York
Helping Companies Access the Capital Markets
NewLawOpensCreditMarketstoPrivateCompaniesin Italy
In the first direct issuance by an unlisted Italian company
since the Decreto Sviluppo opened the Italian markets to
companies to access the debt capital markets, Latham &
Watkins represented the joint bookrunners Credit Suisse,
Banca IMI, Natixis and UniCredit in a high yield bond
offering of €275 million Floating Rate Senior Secured Notes
maturing in 2019.
The Decreto, or Law Decree, approved by the Italian
government in August 2012, allows issuers to fully deduct
the interest expense on bonds issued by unlisted Italian
companies and exempts interest payments to holders
resident in “whitelist” countries from withholding tax.
The issuer, Guala Closures S.p.A., is a leader in the
production of non-refillable closures for spirits, soft drinks,
wine, oil, pharmaceuticals and cosmetics, operating on five
continents, with 25 production facilities and a sales network
in approximately 100 countries.
The Latham team, led by US and Italian corporate lawyers in
Milan and London, collaborated with colleagues in Madrid
and New York, who assisted with the US securities and tax
law aspects of the deal as well as the security documentation.
The landmark transaction was the first-of-its-kind in Italy.
The deal is also noteworthy because of the role Latham’s
Milan office played in helping to craft the legislation — one
of Latham’s partners assisted the Italian government in
drafting the new corporate and tax laws under which the
Guala issuance was made, working with the Italian Ministry
of Economic Development. The firm’s expertise in the high
yield bond markets globally and in growing markets such as
Italy, has led to the involvement of the Italian capital markets
team in subsequent transactions by Rottapharm S.p.A.,
Cerved Technologies S.p.A and Zobele Holding S.p.A. n
Latham & Watkins • 2012 Annual Review
11
ClientMattel, Inc.
IndustriesMedia & Entertainment
Retail & Consumer Products
PracticesAntitrust & Competition
Benefits, Compensation & Employment
Environmental Transactions
Intellectual Property
International Tax
Mergers & Acquisitions
Real Estate
Technology Transactions
Transactional Tax
OfficesChicago
Hong Kong
Houston
London
Los Angeles
Orange County
Silicon Valley
Singapore
Tokyo
Washington, D.C.
Bringing Joy Around the World
MattelAcquiresHITEntertainment
Longtime client Mattel, Inc. turned to Latham & Watkins
to complete its acquisition of UK-based HIT Entertainment
Limited, one of the largest independent owners of preschool
intellectual property. The deal called upon Latham lawyers
from several practice areas and offices to successfully bring
the US$680 million matter to a close, uniting childhood icons
Barbie®, Thomas the Tank Engine™ and Barney™.
The firm brought together an experienced multidisciplinary
team, led by mergers and acquisitions lawyers from Los
Angeles. The team included lawyers adept in cross-border
transactions, particularly those involving acquisitions from a
privately held target. Latham’s merger control practitioners,
both in the US and UK, oversaw the antitrust and regulatory
aspects of the transaction, while tax lawyers with transactional
and international expertise assisted with the tax issues for
Mattel. Latham lawyers also consulted on environmental, real
estate and benefits and compensation issues.
HIT Entertainment, with more than US$180 million in
revenues, managed a global portfolio of popular preschool
brands. With lines of business spanning television and video
production, content distribution, publishing and consumer
products licensing, among others, in the UK, US, Canada,
China and Japan, the deal also required the expertise of
intellectual property lawyers fluent in cross-border issues.
With this acquisition, Mattel — the world’s largest toy
company — combines HIT Entertainment’s global
programming and licensing expertise with Mattel’s marketing,
distribution and brand management capabilities. n
Latham & Watkins • 2012 Annual Review
13
ClientsBarwa Bank
Deutsche Bank AG
HSBC
QInvest
Standard Chartered Bank
IndustriesFinancial Institutions
Real Estate
PracticesCapital Markets
Islamic Finance
OfficesDoha
Dubai
London
Riyadh
Setting a New Benchmark
US$4 Billion Sukuk Issuance
In July 2012, the State of Qatar in the Arabian Gulf returned to
the international sovereign Sukuk market after an absence of
nearly a decade to raise US$4 billion in a sovereign Sukuk that
was the largest US dollar-denominated Shari’ah-compliant
debt issuance of its kind to date. The successful Qatari
offering was more than six times oversubscribed, including a
record low profit rate of 2.1 percent for a five-year tranche and
3.24 percent for a ten-year tranche.
Latham & Watkins represented the joint lead managers —
Barwa Bank, Deutsche Bank, HSBC, QInvest and Standard
Chartered — on the transaction, which was a significant
development for the sovereign debt markets.
The Sukuk had an Ijara structure, a rental or leasing
agreement, where the originator sells assets to a special
purpose vehicle that issues Sukuk certificates to obtain
funding to pay for the assets. The underlying assets were
state-owned buildings and land in Qatar, and the structure
established a solid platform for future Shari’ah-compliant debt
issuances of significant scale.
As well as advising the joint lead managers, Latham lawyers
advised the State of Qatar on Qatari law, and acted for
Deutsche Bank as delegate.
This transaction was awarded the 2012 “Qatari Deal of the
Year” and received an honorable mention in the “Sovereign”
category by Islamic Finance news. n
Latham & Watkins • 2012 Annual Review
15
ClientPoseidon Resources
IndustryWater/Wastewater
PracticesEnergy & Infrastructure Project Siting & Defense
Environmental Litigation
Project Development & Finance
OfficesLos Angeles
Orange County
San Diego
New Ways of Bringing Water to Southern California
LargestDesalinationFacilityintheWesternHemisphereGets Green Light
A dedicated team of Latham & Watkins environmental and
finance lawyers helped Poseidon Resources navigate a maze
of state and federal regulatory reviews and litigation during
a 10-year period, as well as a range of financing, real estate
and corporate issues, to get its Carlsbad Desalination Project
underway. In November 2012, an appellate court rejected the
14th and final legal challenge to the construction of the project.
The decision capped a decade-long effort to approve the
building of the largest seawater desalination plant in the western
hemisphere. Scheduled to commence commercial operations in
2016, the Carlsbad plant will provide communities across the
San Diego area with a locally controlled supply of 50–million
gallons per day of high quality water — creating 2,300 jobs
during construction and 575 jobs for the life of its operations,
while generating up to US$5.3 million per year in increased
property and business tax revenue.
In addition to court challenges, the Carlsbad facility cleared
more than a dozen different regulatory reviews from state and
local agencies, including the California Coastal Commission,
State Lands Commission and Regional Water Quality Control
Board. In the penultimate lawsuit, the California Court of Appeal
upheld the conditions for withdrawing seawater from the Pacific
Ocean and turned back a series of arguments made by an
environmental non-profit group that sought to stop construction
of the innovative project.
Advocating for the Carlsbad plant required an intimate and
sophisticated knowledge of environmental laws and review
procedures, and the approval process set clear precedents
that should allow other such projects to proceed with more
certainty and lower litigation costs. As the first court opinion
interpreting key sections of state statutes for their application to
desalination facilities, the final decision in the case will guide
regulatory and judicial review of future desalination projects
throughout California. n
Latham & Watkins • 2012 Annual Review
17
ClientToshiba Medical Italia
IndustryHealthcare Services & Providers
PracticeAntitrust & Competition
OfficesBrussels
Milan
Rome
Italian Cartel Investigation
Latham’sEuropeanAntitrustTeamDelivers
Latham & Watkins successfully defended Toshiba Medical
Italia (TMI), a medical equipment manufacturer, in a cartel
investigation brought by the Italian Antitrust Authority
(IAA). The IAA allegations centered on an alleged, complex
bid-rigging scheme concerning a large public tender for
electro-medical equipment for hospitals in southern Italy.
TMI and subsidiaries of other large electro-medical device
manufacturers had been fined a total of €5.5 million for
violations of EU competition law. Latham represented the
company during both the IAA investigation and in the
appeal from the IAA decision.
In its April 2012 ruling, the Administrative Court of Latium
annulled the IAA decision in its entirety and on the merits.
In a rare decision, it also ordered the IAA to pay the legal
costs of TMI and the other parties. Latham’s defense of the
company involved preparing extensive briefs and expert
witness testimony, and appearing on the client’s behalf at
the final oral hearing in Rome. n
Latham & Watkins • 2012 Annual Review
19
ClientLucasfilm Ltd.
IndustryMedia & Entertainment
PracticesAntitrust & Competition
Benefits, Compensation & Employment
Mergers & Acquisitions
Real Estate
Technology Transactions
Transactional Tax
OfficesBrussels
Chicago
New York
San Francisco
Silicon Valley
Washington, D.C.
Star Power
TwoGlobalEntertainmentPowerhousesMerge
In late 2012, Latham & Watkins advised Lucasfilm Ltd.
— the company behind the iconic Star Wars motion pictures
and a leader in entertainment, innovation and technology —
on its acquisition by The Walt Disney Company, in a cash and
stock deal valued at US$4.05 billion.
The deal was widely covered by the business and legal press.
Lawyers in the Silicon Valley office led the Latham corporate
team, with contributions from Brussels, Chicago, New York
and San Francisco, to complete the landmark transaction.
In addition to the Star Wars films, the acquisition includes
Lucasfilm’s operating businesses in live action film production,
consumer products, animation, visual effects and audio post-
production. The deal combines two highly compatible family
entertainment brands and strengthens the long-standing
relationship between them that already includes successful
integration of Star Wars content into Disney theme parks in
the United States, France and Japan. n
Latham & Watkins • 2012 Annual Review
21
ClientEME Homer City Generation, L.P.
IndustryEnergy – Power
PracticesAir Quality & Climate Change
Energy Regulatory & Markets
Environmental Litigation
Supreme Court & Appellate
OfficeWashington, D.C.
Challenging the EPA’s Transport Rule
MajorCourtofAppealsVictory
In a case closely watched by every major power provider in
the United States, Latham & Watkins served as counsel in the
successful representation of the lead petitioner in EME Homer
City Generation, L.P. v. Environmental Protection Agency, in
which the US Court of Appeals for the District of Columbia
Circuit ruled against federal regulators with respect to new
rules to control air pollution.
EME, an independent power producer, filed for review of the
Environmental Protection Agency’s (EPA) Transport Rule,
also known as the Cross-State Air Pollution Rule, which
was designed to prevent power plants in certain “upwind”
states in the eastern United States from emitting what were
considered to be unacceptable levels of contaminants, such as
sulfur dioxide and nitrogen oxides, across state borders.
In a 2–1 ruling, the appellate court agreed with EME and
co-petitioners that the EPA exceeded its Clean Air Act
authority when imposing the restrictions. In a major victory
for the industry petitioners, the court upheld the Latham
team’s argument that the agency had disregarded the core
cooperative federalism framework of the Clean Air Act and
contravened other key provisions of the Act. n
Latham & Watkins • 2012 Annual Review
23
ClientUBS AG, Stamford Branch
IndustryMedia & Entertainment
PracticesAcquisition Finance
Bank Finance
OfficesFrankfurt
London
Los Angeles
Madrid
Milan
New York
Orange County
Financing a Musical Powerhouse
CreatingtheWorld’sLargestMusicPublisher
In June 2012, an investor consortium led by Sony Corp.
completed its US$2.2–billion acquisition of EMI Music
Publishing, giving the Japanese company control of the
largest music publishing empire in the world. The deal was
financed with a US$1.225 billion term B loan and revolving
credit facility provided by UBS, with a Latham & Watkins
team advising UBS.
Between EMI and Sony’s existing publishing business
Sony/ATV, the new company becomes a powerhouse in music
publishing, controlling the rights to more than 250 Beatles
songs, several Motown classics and newer works by a roster of
artists including Jay-Z, Norah Jones and Amy Winehouse.
This complex, high-profile and geographically expansive
deal was led by lawyers in Los Angeles, who oversaw work
on the senior secured loan to the acquirers and collaborated
with lawyers from across Latham’s offices. The complex
financing comprised two tranches: one US$1.15 billon term B
loan facility maturing after six years, and one US$75 million
revolving credit facility expiring after five years.
EMI Music Publishing is the music publishing division of
The EMI Group, once a FTSE 100-listed multinational music
company headquartered in London. The company has now
been broken up, with its music arm sold to Vivendi’s Universal
Music Group in 2011. n
Latham & Watkins • 2012 Annual Review
25
ClientAdvent International Corporation
IndustryRetail & Consumer Products
PracticesAntitrust & Competition
Leveraged Finance
Mergers & Acquisitions
Private Equity
Transactional Tax
OfficesBrussels
Frankfurt
Hamburg
London
Second-largest Private Equity Deal in Germany
One of the Largest Public-to-Private Transactions in Germany
A team of Latham & Watkins lawyers was involved in one of
the largest public-to-private transactions in Germany by a
private equity firm in 2012. Latham advised leading global
private equity firm Advent International Corporation in its
voluntary tender offer for European retailer Douglas Holding
AG (Douglas). The €1.5–billion deal was ranked as the
second-largest private equity deal in 2012 within Germany.
A cross-border team of corporate lawyers, led by the firm’s
Frankfurt office, spearheaded the deal, which was a standout
in the European market and nearly a year in the making.
The mergers and acquisitions team was joined by lawyers in
Brussels and Hamburg. A finance team based in the London
office handled the complex financing for the transaction.
Beauty Holding Three AG, a holding company, which is held
indirectly through funds advised by Advent International,
announced a voluntary public tender offer for all outstanding
shares of Douglas Holding at an offer price of €38 per
share. The deal met its 75 percent acceptance threshold
and acquired approximately 96 percent in the course of the
tender offer.
Douglas, regarded as the #1 retailing group in Germany,
operates five divisions that sell perfume, books, jewelry,
confections and clothing at some 1,900 retail stores throughout
Europe. The deal, which concluded in December 2012, was
notable not only for its complex public-to-private structure,
but also because the founding family of Douglas retained
a 20 percent stake. Taking a public company private by a
private equity firm is a relatively rare occurrence in Germany,
and Latham is one of the few law firms in the country with the
understanding and capacity to advise on such a deal. n
Latham & Watkins • 2012 Annual Review
27
ClientErnst & Young LLP
IndustryBusiness Services – Accounting
PracticesSecurities Litigation and Professional Liability
OfficesNew York
San Francisco
Washington, D.C.
Big Victory for Ernst & Young
LathamPrevailsinImportantAuditors’DefenseMatter
Latham & Watkins’ lawyers won a major victory for Big Four
accounting firm Ernst & Young LLP by obtaining dismissal of
the New York Attorney General’s (NYAG) claim that Ernst &
Young must disgorge and pay to the State of New York more
than US$150 million in fees that Ernst & Young allegedly
received from failed investment bank Lehman Brothers.
The NYAG sued Ernst & Young in 2010, alleging that the
auditor violated New York’s Martin Act, an antifraud blue
sky law, in connection with its audits of Lehman, and sought
all fees that the auditor received from Lehman since 2001,
plus restitution and damages. The NYAG’s lawsuit centered
on repurchase transactions known as Repo 105, which the
NYAG alleged Lehman used to manipulate its reported net
leverage figures. After a hearing in December 2012, the
judge issued a bench ruling in which he rejected the NYAG’s
argument that disgorgement is available against Ernst &
Young under the Martin Act, and dismissed the NYAG’s claim
for disgorgement of Ernst & Young’s fees as an improper claim
for punitive relief. n
Latham & Watkins • 2012 Annual Review
29
ClientSeat Lighthouse Bondholders Committee
IndustryMedia Advertising & Publishing
PracticesBank Finance
Restructuring, Insolvency & Workouts
Transactional Tax
OfficesFrankfurt
Hamburg
London
Milan
Munich
New York
Washington, D.C.
Seat Pagine Gialle Restructuring
LandmarkCross-borderRestructuring
Latham & Watkins represented an ad hoc committee of
bondholders in a restructuring involving approximately
€2.7 billion of debt of the listed Italian multimedia directories
publisher and information search services provider Seat Pagine
Gialle S.p.A. Close collaboration between the firm’s Milan
and London offices, among others, helped bring this landmark
restructuring to completion.
The complex financial restructuring called for innovative and
creative problem solving from the Latham team. The team
worked to complete a legal and options analysis that aligned
the interests of Seat Pagine Gialle and the bondholders, which
ultimately paved the way to completion of the restructuring.
The matter involved the first UK scheme of arrangement of
an Italian debtor, which was approved by the English courts,
and the first managed unwinding of a non-transparent Italian
Bank Lender of Record (IBLOR) structure. Following the
equitization of approximately €1.3 billion of subordinated
bonds, the final step in the restructuring included a cross-border
reverse merger to cure the company’s negative equity. As a
result, our clients received 90 percent of the listed shares in the
post-restructured group.
The restructuring, which was completed in September 2012,
allowed the firm’s client to retain a significant stake in
the business. n
Latham & Watkins • 2012 Annual Review
31
ClientSpirit Realty Capital, Inc.
IndustryREITs
PracticesBank Finance
Benefits, Compensation & Employment
Capital Markets
Real Estate
Transactional Tax
OfficesChicago
Houston
Los Angeles
New York
Stock Exchange Debut
LargestREITIndustryIPOSinceMay2011
Latham & Watkins’ lawyers advised real estate investment
trust (REIT) Spirit Realty Capital, Inc. in its New York Stock
Exchange-listed initial public offering (IPO). The transaction,
with gross proceeds of US$500 million, was the largest REIT
IPO in the US since May 2011.
A Latham team with extensive experience in REIT-specific
corporate, finance, real estate and tax issues led the deal,
which involved a number of complicated restructuring and
financing transactions, including a new credit facility and the
conversion of certain senior indebtedness into equity in the
newly public REIT. The net proceeds of the offering were used
to repay the remainder of the company’s senior indebtedness
in order to reduce its overall leverage.
Spirit Realty Capital, Inc. is a self-administered REIT that
specializes in single-tenant, free-standing properties in more
than 45 US states. n
Latham & Watkins • 2012 Annual Review
33
ClientLeonard Green & Partners L.P.
IndustryRetail & Consumer Products
PracticesAntitrust & Competition
Benefits, Compensation & Employment
Mergers & Acquisitions
Private Equity
Real Estate
Technology Transactions
Transactional Tax
OfficesBrussels
Chicago
London
New York
Investment in a Legendary British Retailer
Cross-border Acquisition in Topshop/Topman Limited
Leonard Green & Partners L.P. (LGP) is a US-based private
equity firm with a solid track record of investments in the
retail industry. The firm continued its string of successes in
the apparel sector with the acquisition of a 25 percent stake in
iconic British fashion retailer Topshop/Topman Limited from
Arcadia Group Brands Limited.
A cross-border, multidisciplinary team of Latham & Watkins
lawyers advised LGP on structuring and executing the
transaction. Led by Latham’s Private Equity Practice, the
transaction required additional expertise in antitrust and
merger clearance, employee benefits and compensation,
finance, intellectual property, real estate and tax.
Executed under English law, the purchase price of
approximately US$555 (£345) million positions Topshop/
Topman for growth and further global expansion. n
Latham & Watkins • 2012 Annual Review
35
ClientNalco Chemical Company
IndustryChemicals
PracticesEnvironmental Litigation
Insurance Coverage Litigation
Product Liability, Mass Torts and Consumer Class Actions
OfficesChicago
Los Angeles
Washington, D.C.
Securing Summary Judgment in Gulf Oil Spill Litigation
Latham’sEnvironmentalTeamPrevails
In November 2012, Latham & Watkins’ lawyers obtained a
summary judgment dismissal of numerous personal injury
class action lawsuits filed against Nalco Chemical Company in
the multi-district BP oil spill litigation before the United States
District Court for the Eastern District of Louisiana.
Nalco’s product Corexit was the oil dispersant used, at the
request of the United States Coast Guard, during the response
to the April 2010 Deepwater Horizon oil spill. Nalco was
subsequently sued by individuals and putative classes who
claimed to have suffered personal injuries and damages as
a result of alleged exposure to Corexit. Nalco is the only
defendant in these major lawsuits to be dismissed.
In the opinion, the district court judge ruled that the
plaintiffs’ claims were preempted by the comprehensive oil
spill response scheme set forth in the Clean Water Act and
National Contingency Plan.
The judge wrote, “Nalco did not decide whether, when,
where, how or in what quantities Corexit was applied in
response to the Deepwater Horizon/Macondo Well oil
spill.” Allowing such claims might harm an all-out response
to future spills. “If the court were to permit” the claims
against Nalco, even if its product was found to be defective
or dangerous, “then during the next substantial spill or
‘spill of national significance,’ the threat of liability might
cause the manufacturer of dispersant X to refuse to provide
its product.” n
Latham & Watkins • 2012 Annual Review
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ClientJ.P. Morgan
UBS Investment Bank
IndustryCommunications
PracticesCapital Markets
Transactional Tax
OfficesFrankfurt
London
Madrid
Munich
New York
Largest European Initial Public Offering of the Year
German Debut Largest Since 2007
Latham & Watkins advised on Europe’s largest initial public
offering (IPO) of 2012 and the largest in Germany since 2007.
An international team of Latham capital markets lawyers
represented the underwriting syndicate, led by joint global
coordinators J.P. Morgan and UBS Investment Bank, on
the deal.
Telefónica Deutschland Holding AG, the German subsidiary
of Spain’s biggest telephone company, debuted on the
Frankfurt Stock Exchange in October, offering more than
258 million ordinary no par value registered shares and
raising approximately €1.5 billion. A London, Madrid and
Frankfurt-led team handled all aspects of the deal, which
included a public offering in Germany and Luxembourg and
a private placement in other jurisdictions, including in the
United States.
The transaction was seen as a bright spot in the European
IPO market. The deal, which was also the EU’s largest IPO
in the telecommunications industry since 2004, establishes
Telefónica Deutschland as the third-largest wireless company
in Germany. n
Latham & Watkins • 2012 Annual Review
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ClientsCoöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
John Hancock Life Insurance
Lloyds TSB Bank plc
Pacific Life Insurance Company
Prudential Investment Management, Inc.
Rabobank Nederland, New York Branch
Sovereign Bank
Union Bank, N.A.
IndustriesCleantech
Energy – Power
PracticesBank Finance
Private Equity Finance
Project Development & Finance
OfficesChicago
Los Angeles
New York
Orange County
San Diego
San Francisco
Award-winning Project Financing
Innovative Financing Structure
Latham & Watkins represented the arrangers in a project
financing for the development, construction and operation of
an approximately 127-megawatt photovoltaic solar electric
generating facility to be located in Maricopa County, Arizona.
The project, known as Arlington Valley Solar Energy II, is
scheduled to go online at the end of 2013, and is seen as an
industry benchmark for its innovative financing structure.
The deal involved a bank fixed-rate note hybrid structure
that allowed the borrower to maximize debt sizing while
minimizing financing costs. This structure also allowed for
greater flexibility with respect to cash flows. The end result
was a four-tranche deal structure — new to project financing.
This new style of financing has gained notice in the market,
and was recognized as the “North American Single Asset
Deal of the Year” for 2012 by Project Finance magazine
and was commended in the Financial Times US Innovative
Lawyers 2012 report. n
Latham & Watkins • 2012 Annual Review
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ClientOnex Corporation
IndustryIndustrials & Manufacturing
PracticesAcquisition Finance
Antitrust & Competition
Benefits, Compensation & Employment
Mergers & Acquisitions
Private Equity
Real Estate
Transactional Tax
OfficesBrussels
Chicago
Frankfurt
Hamburg
London
Los Angeles
Moscow
Munich
New York
Washington, D.C.
Cross-border Private Equity
HelpingClientsExpandIntonewMarkets
Demonstrating the firm’s strength in international private
equity and finance, a cross-office team of Latham & Watkins
lawyers advised on one of the biggest European private
equity transactions of 2012. In a deal involving several
European and US offices, Latham advised Toronto-based
private equity firm Onex Corporation in its acquisition of
KraussMaffei AG, a German manufacturer of production and
processing machinery and equipment for plastics and rubber.
The €568-million transaction was a US-style financing in a
German-style auction, and included numerous cross-border
antitrust and tax issues, as well as complex employment law
questions. Onex financed a portion of the purchase price with
an equity investment of US$348 million. The acquisition is the
first direct investment for Onex in Germany.
KraussMaffei has more than 4,000 employees at sites in
Germany, Switzerland, Czech Republic, Slovakia and China,
with approximately €1 billion in revenue during the 2011–12
fiscal year. n
Latham & Watkins • 2012 Annual Review
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ClientBioMed Realty Trust, Inc.
IndustryREITs
PracticesBenefits, Compensation & Employment
Mergers & Acquisitions
Real Estate
Securities Litigation & Professional Liability
Technology Transactions
Transactional Tax
OfficesLondon
San Diego
San Francisco
Silicon Valley
Securing Victory and Entering New Markets
DualLandmarkResultsforLong-standingClient
In one of the first “say-on-pay” shareholder derivative actions interpreting Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), Latham & Watkins litigators won a victory for BioMed Realty Trust, Inc., a real estate investment trust that focuses on the life sciences industry. The lawsuit was brought as a result of Dodd-Frank’s requirement that most publicly traded companies seek a nonbinding shareholder vote to approve executive compensation plans. The 2011 proxy season, the first under the new framework, saw a rash of lawsuits against companies that did not receive shareholder support for their executive compensation proposals.
Latham immediately went to work for BioMed, developing a multi-pronged strategy utilizing Latham’s cross-disciplinary capabilities. The firm’s securities litigation lawyers teamed with Latham’s corporate and compensation and benefits lawyers to develop a forward-looking approach for BioMed aimed at avoiding protracted or additional litigation. This strategy proved successful. The US District Court for the District of Maryland granted BioMed’s initial motion to dismiss the action without leave to amend, adopting Latham’s arguments on behalf of BioMed. The court’s decision was one of only a few published opinions addressing “say-on-pay” litigation arising from the 2011 proxy season.
Latham also advised BioMed in one of the most high-profile real estate transactions in the UK in 2012. Leveraging the firm’s global platform and local acumen, a transatlantic team of lawyers helped BioMed expand its holdings with the acquisition of Granta Park in Cambridge. The £126.8–million property, with its proximity to the Cambridge University research community, is one of the premier life science clusters in the United Kingdom. The purchase includes 11 laboratory and office buildings as well as some 138,000–square feet of development and expansion rights. With
this transaction, BioMed enters the global markets. n
Latham & Watkins • 2012 Annual Review
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ClientPTT Global Chemical Public Company Limited
IndustryPetrochemicals
PracticesCapital Markets
Transactional Tax
OfficesHong Kong
Los Angeles
New York
Singapore
Inaugural Bond Offering
US$1 Billion Bond Offering is Largest Ever by a Thai Corporation
Latham & Watkins represented PTT Global Chemical
Public Company Limited, Thailand’s largest integrated
petrochemical and petroleum refining company, in connection
with its inaugural US$1 billion bond offering. The issue,
consisting of 4.25 percent Senior Unsecured Notes due 2022,
was listed on the Singapore Stock Exchange and represents
the largest single-tranche US-Dollar denominated bond
offering by a Thai corporate entity. The bond also achieved
the lowest-ever coupon for a Thai 10-year fixed rate US Dollar
denominated bond.
The capital markets team on the deal was led by lawyers in
the Singapore and Hong Kong offices. US tax advice for the
transaction was provided by practitioners in the firm’s Los
Angeles and New York offices.
PTT Global Chemical is an affiliate of PTT Public Company
Limited. It was formed through the amalgamation of PTT
Chemical Public Company Limited and PTT Aromatics and
Refining Public Company Limited to be the chemical flagship
of PTT Group. The diversified company is a leading producer
of petrochemicals in Asia. n
Latham & Watkins • 2012 Annual Review
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ClientKohlberg Kravis Roberts & Co.
IndustryIndustrials & Manufacturing
PracticesAcquisition Finance
Antitrust & Competition
Benefits, Compensation & Employment
Environmental Transactions
General Commercial Litigation
Insurance Coverage/Advice
Intellectual Property
Mergers & Acquisitions
Private Equity Finance
Product Liability
Real Estate
Technology Transactions
Transactional Tax
OfficesBrussels
Frankfurt
Hong Kong
London
Los Angeles
Madrid
New York
Paris
San Diego
Silicon Valley
Singapore
Washington, D.C.
Cross-border Acquisition
US$1.12BillionLeveragedBuyout
In a deal that leveraged the strengths of a global platform,
Latham & Watkins was counsel to private equity firm
Kohlberg Kravis Roberts & Co. (KKR) in its US$1.12 billion
acquisition of Capital Safety Limited, a provider of safety
harnesses and other fall-protection equipment.
Latham lawyers advised KKR on all aspects of the deal.
The team was comprised of lawyers with experience in
financing arrangements, benefits and compensation, antitrust,
insurance, intellectual property, product liability, mergers and
acquisitions, real estate and tax.
KKR bought the business from European buyout firm Arle
Capital Partners, and its own debt financing unit played a
role in arranging financing for the transaction. KKR Capital
Markets LLC, KKR Corporate Lending LLC, UBS Securities
LLC, UBS Loan Finance LLC, Morgan Stanley Senior
Funding, Inc. and Mizuho Corporate Bank, Ltd. arranged the
senior secured debt package. KKR Asset Management and
TCW Crescent Mezzanine Management V, LLC also arranged
financing in the form of senior unsecured notes.
Led by the firm’s New York office, the cross-border deal is yet
another example of Latham’s ability to execute on all facets of
a transaction and the advantages of its global reach. n
Latham & Watkins • 2012 Annual Review
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ClientsBank of America, N.A.
Credit Suisse (USA) LLC
Jefferies Finance LLC
IndustriesFinancial Institutions
Information Technologies – Hardware, Software & Services
PracticesBank Finance
Benefits, Compensation & Employment
International Tax
Mergers & Acquisitions
Transactional Tax
OfficesLondon
New York
Innovative Bank Financing
StructuredTake-PrivateDealCrossesJurisdictions
In an innovative model that might become the standard for
such financings going forward, Latham & Watkins represented
the lead arrangers in an approximately US$1.78 (£1.27) billion
financing from Bank of America, Credit Suisse and Jefferies
for Vista Partners’ bid for Misys plc, a public company in the
United Kingdom.
The financing involved the sponsor creating a US borrower
finance vehicle to access US financing for a predominately
European business. A team of Latham banking and finance
lawyers from London and New York, showcasing the firm’s
strengths in working seamlessly across offices, structured the
multi-jurisdictional take-private deal, providing finance, tax
and mergers and acquisitions advice.
Misys, a company that develops software for the financial
services industry, has been operating as a private company
since the deal was completed in June 2012. n
Latham & Watkins • 2012 Annual Review
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ClientsBausch & Lomb, Inc.
Home Concrete & Supply, LLC
IndustriesHealthcare Services & Providers
Construction Materials
PracticesSupreme Court & Appellate
Tax Controversy
OfficesChicago
Washington, D.C.
Prevailing in the US Supreme Court
LandmarkTaxVictory
Members of the Latham & Watkins Supreme Court &
Appellate and Tax Controversy Practices won a significant
victory on behalf of Home Concrete & Supply LLC, in a case
with major implications for US taxpayers. The case involved
the limits of the government’s ability to collect tax deficiencies
stemming from the taxpayer’s overstatement of the basis in
property, an issue that had arisen in numerous cases and
caused split decisions among the federal appellate courts.
The Internal Revenue Service (IRS) had urged the
US Supreme Court to grant review in another case from
the US Court of Appeals for the Seventh Circuit that the
IRS had won. At the time of the Fourth Circuit’s decision in
Home Concrete, Latham represented a different client in
a similar case pending in the Second Circuit and had filed
amicus briefs on the issue in seven other circuits, including
in Home Concrete. The team also filed an amicus brief with
the Supreme Court arguing that if the Court was inclined
to grant certiorari on this issue, it should do so in the Fourth
Circuit case rather than the Seventh Circuit case. The Latham
strategy succeeded when the Supreme Court took the unusual
step of disagreeing with the Solicitor General on the matter,
and granted certiorari in Home Concrete. The team was
then engaged as co-counsel by Home Concrete to handle
the matter before the Supreme Court, which it won in a
5–4 decision.
Taking the lead in briefing and arguing the case, the Latham
team devised a strategy that navigated the nuances of the
complex statutory issue presented, emphasized existing
Supreme Court precedent and used the factual circumstances
of the case to prevail. The case establishes an important
principle of administrative law concerning an agency’s
authority to reinterpret a statute in the face of Supreme Court
precedent interpreting the same statute. It also has been
reported to implicate more than US$1 billion in tax revenue
and represents a rare defeat for the IRS before the Supreme
Court in a major tax dispute. n
Latham & Watkins • 2012 Annual Review
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ClientsBC Partners
The Carlyle Group
IndustriesAerospace, Defense & Government Services
Industrials & Manufacturing
PracticesAntitrust & Competition
Bank Finance
Capital Markets
Environmental Transactions
Intellectual Property
Mergers & Acquisitions
Real Estate
Technology Transactions
Transactional Tax
OfficesBrussels
Chicago
Dubai
Hong Kong
London
Madrid
Paris
Singapore
Tokyo
Washington, D.C.
Global Business Acquisition
US$3.4BillionDealCreatesNewCompany
Private equity firms BC Partners and The Carlyle Group had
a busy 2012. In July, they paired up to announce the purchase
of Hamilton Sundstrand Industrial from US conglomerate
United Technologies Corporation for US$3.4 billion.
BC Partners and Carlyle turned to Latham & Watkins for
advice on the deal, which closed in December 2012.
The Latham team was led by the firm’s Washington, D.C.
office, and included offices throughout the Latham global
network handling all aspects of the transaction. Mergers and
acquisitions lawyers well versed in cross-border transactions
and the sale of divisional carve-outs worked closely with bank
finance, capital markets, intellectual property, real estate and
tax lawyers to complete the deal. Merger clearance with US
and other regulatory authorities was overseen by a team of
Latham lawyers in Brussels and Washington, D.C.
With the closing of the deal, the three global industrial
businesses acquired — Milton Roy Company, Sullair
Corporation and Sundyne LLC — have been rebranded
as a newly created company with two strategic platforms:
flow control and industrial air compressors. It employs
approximately 3,300 people and operates 19 manufacturing
facilities in seven countries across four continents. n
Latham & Watkins • 2012 Annual Review
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ClientManchester United plc
IndustryMedia & Entertainment
PracticesCapital Markets
Transactional Tax
OfficesLondon
New York
Washington, D.C.
Taking a Legend Public
IPOforoneoftheWorld’sMostPopularTeams
The legendary Manchester United football club is one of
the world’s most popular sports teams with 659 million
followers around the globe, and its debut on the New York
Stock Exchange in August 2012 was among the most hotly
anticipated initial public offerings (IPO) of 2012. A team of
Latham & Watkins lawyers from three offices advised the
135-year-old club on its IPO and the shares of the British soccer
club sold to the public raised approximately US$233 million.
Manchester United, with a record 19 English Premier League
Championship wins, is one of the best-known brands on the
planet. Half of the 16.7 million shares were sold by the club
and the rest were sold by the club’s owners. The Glazer family
who also own the Tampa Bay Buccaneers American football
team, purchased Manchester United for US$1.47 billion seven
years ago. The Glazer family retains control of the club after
the IPO. n
Latham & Watkins • 2012 Annual Review
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ClientGoldman Sachs
IndustriesEnergy – Oil & Gas
Financial Services
PracticesCapital Markets
Derivatives
Leveraged Finance
Transactional Tax
OfficesLondon
New York
Integrated Team Yields Results
Award-winningAcceleratedBookbuiltOffering
An integrated team of financial products and capital markets
lawyers advised Goldman Sachs as the sole bookrunner in
an innovative accelerated bookbuilt offering. The deal was
recognized as the “Best Accelerated Deal” in EuroWeek’s
inaugural EMEA Equity Capital Markets Awards 2011/2012.
The deal involved the sale of US$1 billion shares in Seadrill
Limited, a leading offshore deepwater drilling company, by
Hemen Holdings Limited, the holding company of Seadrill’s
controlling shareholder, in reliance on Rule 144A and
Regulation S. As part of the package, the buyers also entered
into over-the-counter 90-day at-the-money put options with
Goldman, which Goldman hedged through back-to-back
put options with the selling shareholder. The structure was
designed to provide buyers with 90-day downside price
protection, which enabled the deal to go forward, in what
EuroWeek described as a transaction that “showed how
the ability to think creatively provided the opportunity
to unlock an otherwise impossible — or at least heavily
discounted — deal.”
Later in the year, Latham again advised Goldman Sachs as
the initial purchaser in a high yield bond offering by Seadrill.
Comprising 5⁵⁄₈ percent Senior Notes due 2017, the deal was
structured under Rule 144A and Regulation S. The proceeds
of the US$1 billion transaction were used to pay outstanding
indebtedness on a number of credit facilities. n
Latham & Watkins • 2012 Annual Review
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ClientBoston Scientific Corporation
IndustryLife Sciences
PracticesMergers & Acquisitions
Transactional Tax
OfficeBoston
Groundbreaking Life Sciences Deal
US$1.35BillionAcquisitionofCameronHealth
When New York Stock Exchange-listed Boston Scientific
Corporation acquired privately held medical device maker
Cameron Health, Inc., in March 2012, it took control of the
world’s first defibrillator with wires that can be implanted
under the skin instead of connected through veins to the
heart. Latham & Watkins’ Boston-based lawyers advised
Boston Scientific on the deal, which enables the company
to market the groundbreaking device, one that provides a
less invasive option for patients to regulate heart rhythms.
The US Food and Drug Administration (FDA) approved the
device, known as the S-ICD, in September 2012.
Latham’s mergers and acquisitions lawyers worked to
structure the potentially US$1.35 billion acquisition such that
the company paid US$150 million upfront, with an additional
payment of US$150 million upon FDA approval and a total of
US$1.05 billion in subsequent payments if specific revenue
targets are met in the six years following the approval.
The deal marked the culmination of a decade-long
relationship between the two companies, after Boston
Scientific invested in Cameron Health during its research and
product commercialization phases. Boston Scientific already
produces the industry’s thinnest, longest-lasting intravenous
defibrillator, and now plans to develop the next generation of
under-the-skin products. The S-ICD is commercially available
in many countries in Europe and in New Zealand, with more
than 1,300 devices already implanted in patients around
the world. n
Latham & Watkins • 2012 Annual Review
61
T H O U G H T L E A D E R S H I P
USJOBSActIn the US, Latham & Watkins was one of two law firms represented on the IPO Task Force, a group of industry experts whose membership included entrepreneurs, investors, venture capitalists, investment bankers, academics and former government officials. The IPO Task Force was formed after the US Treasury Department’s Access to Capital Conference in 2011 and produced a report on the IPO process. In its report, the IPO Task Force suggested ways to streamline the IPO process in the United States while maintaining existing investor protections. An overwhelming bipartisan majority of the US Congress implemented the recommendations of the IPO Task Force in the IPO-related provisions of Title I of the Jumpstart Our Business Startups (JOBS) Act of 2012, which became law on April 5, 2012.
The US IPO market has long been recognized as an engine of innovation and job growth. Based on the IPO Task Force’s work, the JOBS Act created a new category of issuer known as an “emerging growth company (EGC)”, which benefits from a streamlined process and a phased transition period, or on-ramp, that a private company can take on the road to becoming publicly traded. The newly implemented IPO on-ramp has already become a standard route in the IPO process — EGCs represent nearly two-thirds of companies that priced IPOs in the United States after the JOBS Act’s enactment.
At the Intersection of Law and PolicyLatham & Watkins’ commitment to helping clients on business-critical issues takes many forms. In 2012, for example, Latham lawyers in the United States and Europe served on task force and advisory groups which culminated in two highly publicized legal reforms aimed at creating greater access to the capital markets.
Latham-hosted webcasts, seminars and other events
20
Educational meetings with client groups
31
Speaking engagements by Latham lawyers at seminars, panels and conferences, hosted by the American Bar Association, Practising Law Institute, CorporateCounsel.net and others
19
Latham led the way in client outreach and education on the JOBS Act, speaking at conferences and holding webcasts, seminars and other JOBS Act programming. Of the IPOs that EGCs completed in 2012, Latham advised issuers or their underwriters in nearly 25 percent — more than any other law firm.
Latham’s JOBS Act-related activities for clients and others in 2012 included:
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T H O U G H T L E A D E R S H I P
NewMeasuresinItalyRelieveCredit Crunch In Milan, Latham & Watkins was part of a group that offered technical and market guidance to Italy’s Ministry of Development. At a 2011 meeting of 30 professionals addressing approaches to re-launch the Italian economy, one of Latham’s partners presented a paper on the legal and tax limitations faced by Italian private companies when raising capital in the bond markets and proposed suggested reforms.
A working group of academics, tax specialists and Latham’s corporate partner collaborated with the Ministry of Development to present the proposed rule changes as part of overall economic legislative reform undertaken by the Italian Treasury, Tax Authority and the Bank of Italy. After the law was approved by the Italian Cabinet in June and converted into law in August, the group worked with the Italian Tax Authority to introduce key amendments to facilitate the structure of bond issues. A Decree was made by the Italian Cabinet in October and converted into law in December 2012.
The reforms led to immediate positive results with several closely held Italian companies announcing their entry into the bond markets. Latham’s capital markets team in Milan has been instrumental in bringing the first of these landmark transactions to a successful close. The firm advised the joint bookrunners in the first post-reform bond issuance by an Italian company when Guala Closures S.p.A. refinanced its existing credit facility with new bonds.
The firm played a role in advising clients in the next two deals under the new legal framework. Latham is the only law firm that was involved in each of the transactions.
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T H O U G H T L E A D E R S H I P
Financial Institutions Global ConferenceIn the midst of the Eurozone crisis in June 2012, Latham & Watkins’ London office assembled an esteemed panel of regulatory, finance and political experts for a discussion of the policy and regulatory issues triggered by the crisis, and the uncertain future of London as a European and global financial capital.
As the economic crisis continued to unfold, Latham & Watkins convened 200 senior executives from the banking and business sectors in London for a lecture and panel discussion among prominent academic, business and political leaders debating the policy and regulatory outlook of the EU and its potential impact on the City of London as one of the world’s financial capitals. Niall Ferguson, noted author and Professor of History at Harvard University, delivered the keynote address on the “Future of London.” The panelists, who in addition to Ferguson included Mark Field, MP, Cities of London & Westminster; Jeremy Quin, Managing Director, UK Regional Management, Deutsche Bank; David Wright, Secretary General of the International Organization of Securities Commissions; and James Ashton, City Editor, London Evening Standard; discussed the political mindset for the creation of a banking and fiscal union and the policy and regulatory response to the financial crisis, in particular whether response could adversely impact the competitiveness of the City of London as a global and European financial capital.
The panelists covered many topics — from the regulatory, financial and political consequences of a breakup of the Eurozone and the impact of the UK government’s influence on the financial crisis to the question of whether there is a consensus among G20 countries to harmonize regulation of the global financial sector. Professor Ferguson stated: “The macroeconomic issues and changes in the regulatory environment pose real challenges for the financial services sector. London’s clout in the global economy is inextricably linked to its position as the most comprehensive ‘full service’ financial capital in the world. We have a highly integrated, highly complex global financial network, where financial stress ripples through the system to create global instability. With London at the center of this financial nervous system, it is far from immune to the consequences of an escalating eurozone crisis.”
Those in attendance were enthusiastic about the event, and praised the firm for hosting such a timely and important program. To view a video of Professor Ferguson’s keynote, visit LW.com.
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Forum on the Future of Energy In November 2012, Latham & Watkins and mergermarket hosted the Oil & Gas Forum on the future of the energy industry. The Houston-based conference transpired one day after the US Presidential election and featured keynote speakers James Carville and Mary Matalin, as well as industry and legal experts.
Understanding the future of the oil and natural gas industry, a vital component of the global economy, is critical to the business community and political leaders. With global energy demand expected to increase about 30 percent by 2040, the oil and natural gas sector is expected to experience continued growth and to prosper well into the future.
The Oil & Gas Forum was designed to inform senior executives about changes in the energy landscape so that they are primed to take full advantage of favorable long-term industry dynamics. The presenters provided insight into important industry trends such as the continuing convergence to natural gas, expectations for the debt and equity capital markets, dealmaking trends, and the development of best practices for oil and gas extraction.
James Carville and Mary Matalin also shared their insights on how the outcome of the US Presidential election will shape energy policy in the coming years.
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RecentDevelopmentsinUSLiquefiedNaturalGasExportstoJapan
Latham lawyers from its award-winning project finance, energy and export practices hosted important and timely conferences on the LNG market.
the firm’s award-winning project finance, energy and export practices, and was well received by those attending.
The conference, which was the third in a series for clients of the firm, drew positive reviews from the audience, leading a representative of one of Japan’s largest energy companies to comment that “the topics were very up to date and stimulating.” Another participant noted that the seminar helped in “checking and confirming my understanding of the LNG business.”
Latham & Watkins regularly hosts conferences and seminars drawing on the experience of our lawyers to provide valuable and current insight to our clients.
Exhibiting its commitment to clients and client service takes many forms at Latham & Watkins. In 2012, the firm continued to broaden this concept by hosting innovative thought leadership events on current topics of importance to clients.
In the summer, Latham lawyers from offices in Tokyo, Singapore, Washington, D.C., Houston, and London presented to clients at a conference on the topic of Japan’s need to increase fuel imports, something that has been receiving increasing attention as a result of a drop in Japanese nuclear power capacity. The June conference discussed recent developments in the US gas market — particularly as it relates to the market for liquefied natural gas (LNG) from the US — including gas pricing differentials, US export regulations, key environmental issues and the importance of LNG investments for Japan. The conference featured Latham lawyers from 66
T H O U G H T L E A D E R S H I P
TheNewSilkRoad: AsiaInvestmentintheMiddleEastFor two weeks in September 2012, Latham & Watkins presented a series of conferences, panels and roundtable events for clients and contacts across Asia. The conferences were held in five key cities in Asia, including Seoul, Tokyo, Beijing, Shanghai and Hong Kong, with a focus on growth opportunities in trade, commerce and investment between Asia and the Middle East. The events included keynote speakers and panel discussions led or moderated by Latham lawyers, on key issues specific to the regions.
Korea:InvestinginandVenturingwithMiddleEastCompaniesIn Seoul, the starting point for the New Silk Road Conferences, Latham partnered with client Korea Eximbank (KEXIM). The keynote, given by Ki-Sub Nam, Senior Executive Director of KEXIM, focused on the opportunities and considerations for Korean corporations and lenders interested in investing in alternative energy, infrastructure and petrochemicals projects in the Middle East. Panel discussions, moderated by a number of Latham partners with experience working on cross-border transactions in the region, covered current market forces, business trends and investment conditions. Panelists included Jong-Hwa Kim, Director General of Renewable Energy, Korea Electric Power Corporation; Sangjin Ju, a Director in the Financial Advisory & Structuring Department, KEXIM; Paddy Padmanathan, CEO & President, ACWA Power; Christophe Mariot, Designate CEO, BNP Paribas in the Kingdom of Saudi Arabia; Amjad Ghori, Managing Director, Credit Agricole Corporate & Investment Bank; and Mark Aplin, Founding Partner, Verus Partners.
More than 200 delegates attended, including representatives of companies invested in or considering investments in the Middle East. Key industry sectors represented at the conference ranged from power, technology, trade and natural resources, to financial services, engineering and manufacturing.
HongKongRoundtable: Why Dubai Developed into a FinancialandLogisticalHubforChineseInvestmentintheMiddleEast and AfricaSome 40 attendees participated in a roundtable made up of executives from numerous industry sectors to discuss issues associated with increasing Chinese investment in the Middle East.
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T H O U G H T L E A D E R S H I P
DiversityLatham & Watkins is a leader in conceiving, advocating and implementing methods that ensure our lawyers, staff and paralegals are hired, trained and promoted fairly and with attention to the goals of equal opportunity and diversity in the practice of law.
Latham lawyers, paralegals and professional staff comprise a rich mixture of different races, ethnic backgrounds, sexual orientations, cultures and primary languages. The firm is strengthened enormously by this diversity, and this commitment enables Latham to retain the best lawyers and maintain one of the world’s leading law firms.
The American Lawyer’s 2012 “A-List,” based on four core professional values, including workplace diversity, ranked Latham among the leading US law firms for the 10th consecutive year. In addition, Working Mother and Flex-Time Lawyers recognized the firm as a “2012 Best Law Firm for Women.”
As part of the firm’s participation in the London legal community’s PRIME social mobility initiative, Latham’s London office hosted ten students from high schools in central London for a week-long work experience program. The program, which aims to provide access to quality work experience to students from less privileged backgrounds, provided mentorships with Latham lawyers and participation in a full curriculum of training, activities and presentations, including introductions to the different practice areas and support functions at the firm.
Latham also continues to actively incorporate diversity into its recruiting efforts, and maintains numerous committees devoted to diversity outreach efforts, with the goal of attracting people whose diversity and quality reflect the best in the profession.
The Latham & Watkins Diversity Scholars Program, launched in 2005, is designed to increase the number of diverse law students studying at ABA-accredited US law schools who want to pursue a career at a global law firm. In its seventh year, Latham expanded the program by offering six students US$10,000 scholarships for their third year of law school.
To help students get off to a good start during their first year of law school, Latham offered scholarships to select students at Georgetown, Northwestern, NYU, Stanford and UC Davis to attend Law Preview’s intensive, week-long program that provides an overview of law school and the key skills to succeed.
Latham partnered with Sponsors for Educational Opportunity (SEO) to host its interns in the New York, Washington D.C. and London offices. SEO organizes internships for talented, underrepresented students of color who have been accepted to top law schools.
Continuing its commitment to the long-term success of women, Latham’s Women Enriching Business (WEB) initiative held programs to address the business challenges and opportunities unique to women lawyers and existing and prospective women clients. n
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T H O U G H T L E A D E R S H I P
Pro BonoAt Latham & Watkins, we are privileged to be able to engage in what we do best on behalf of those most in need. The firm’s steadfast, long-standing institutional commitment to pro bono and community service makes this possible. In addition to significant and sustained funding for our pro bono program, Latham provides its lawyers with full billable hour credit for all time devoted to pro bono matters.
Latham is one of the world’s largest providers of free legal services. In 2012, with more than 2,000 lawyers, paralegals, summer associates, trainees and professional staff in 31 offices across 14 countries participating in our program, the firm provided more than 176,000 hours of free legal services valued at approximately US$91 million. Since 2000, Latham has provided more than 2.2 million hours valued in excess of US$851 million.
Our firm’s commitment to pro bono is best reflected in the dedication, compassion and diligence our lawyers bring to each of the hundreds of pro bono matters we take on each year. Our program spans the globe, involving our offices in the United States, Europe, Asia and the Middle East, and touches upon nearly every area of public interest law, including veterans’ rights, asylum and immigration, children, domestic violence, Holocaust reparations, prisoners’ rights, election protection, microfinance and civil rights.
This year, we undertook several international, cross-office collaborations in support of efforts addressing such diverse issues as human trafficking, discrimination, homelessness, gender equality, land rights and free expression. We developed several new pro bono partnerships and projects, and we continued our efforts to develop nascent pro bono cultures around the world. In addition,
with contributions from nearly 100 lawyers and professional staff from across the firm, we released the 2012 edition of the “Survey of Pro Bono Practices and Opportunities in Various Jurisdictions.” And we were honored to receive the 2012 John H. Pickering Award from the Pro Bono Institute, which recognizes our pro bono work and commitment to fostering pro bono globally.
At Latham, we recognize that we are fortunate to have the ability to help ensure that the doors of justice are open to all. By offering pro bono legal services to low-income individuals and nonprofit organizations without the means to pay, we take an active role in our communities and make public interest issues integral to our practice of law. To learn more about Latham’s pro bono work, read our 2012 Pro Bono Annual Review at LW.com. n
176,000 hours of pro bono work in 2012
2.2 million hours since 2000
107summer
associateslawyers paralegals, trainees, staff
2771,673
US$91 million value of services
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T H O U G H T L E A D E R S H I P
Community ServiceThe community service initiatives at Latham & Watkins embody our values — character, energy, teamwork and excellence. In addition to our robust pro bono program, we undertake a variety of public service projects around the world.
For example, our Barcelona, Brussels, Frankfurt, Hamburg, London, Madrid, Milan, Moscow, Munich, Paris and Rome offices came together in 2012 to raise money to purchase more than 200 supply-filled shoeboxes for impoverished families, children and the elderly in Romania.
In Hong Kong, our lawyers, staff and their families joined the Walk for Millions, which benefits the Community Chest, a nonprofit organization that provides grants to social welfare projects and agencies. And, in Los Angeles, our personnel climbed the steps of the tallest building west of the Mississippi River to raise money for the YMCA’s community programs. The YMCA Stair Climb was created 19 years ago by a Latham partner whose exercise routine included jogging the stairs of the building.
This year, we once again participated in the Carrera de la Ciencia, a 10-kilometer race in Madrid to benefit Fundación Deporte y Desafío, a nonprofit organization whose primary objective is the social integration of physically, mentally, visually or hearing-challenged people through specially adapted sports and outdoor activities. With a record-breaking 185 runners, Latham was the largest participant in the race.
Volunteering is also important to us. In Silicon Valley, our lawyers and staff serve as “Reading Buddies”, helping children discover the joy of a good book. Our Washington, D.C.
office regularly welcomes ninth graders from Thurgood Marshall Academy for “Law Day”, at which our lawyers lead mock trials and discussions on advocacy, negotiation and other legal issues. In London, our office has developed a mentoring program with Centrepoint that helps homeless young people develop professional skills.
In the aftermath of Hurricane Sandy in the United States, Latham and firm personnel contributed more than US$216,000 to disaster relief efforts. Our New York office launched a Hurricane Sandy Pro Bono Initiative to provide critical pro bono legal services to those in communities devastated by the storm. The firm also created an internal employee assistance program that included support from our Insurance Recovery Practice Group, a virtual message board where Latham employees affected by Hurricane Sandy could solicit help and other employees could offer assistance, and a seminar on federal and state aid programs.
Our Doha office hosted its second annual Eidsgiving Family Dinner in November. Inspired by the shared spirit of US Thanksgiving and the Muslim holiday of Eid al-Adha — both holidays involve expressing gratitude, embracing family and sharing with those in need — our staff cooked up a feast. As part of the celebration, the office asked that participants donate money to the charity of their choice.
These are just a few of the many public service efforts our personnel undertook in 2012. To learn more about Latham’s community service efforts, read our 2012 Pro Bono Annual Review at LW.com. n
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2012Awards&RankingsLatham & Watkins is gratified to have received numerous firmwide accolades in 2012, in addition to the awards and rankings garnered for its work at an industry and practice level. A more comprehensive listing of 2012 accolades can be found at LW.com.
FinancialTimesUSInnovativeLawyersReportLatham & Watkins garnered the top spot in the Financial Times 2012 US Innovative Lawyers report, which ranks law firms that are “bringing fresh thinking and practices to solving business problems in America.” Latham’s #1 overall ranking in the FT Law 25 Index recognizes the firm as one that displays “resilience to changing market conditions and a commitment to innovation that marks them out to their clients.”
The American Lawyer “A-List” For the 10th consecutive year, Latham & Watkins was named to The American Lawyer’s “A-List,” which identifies “firms that represent the industry’s all-around best” by accounting for factors such as revenue per lawyer, pro bono participation, associate satisfaction and workplace diversity. Latham is one of only four firms to have appeared on the “A-List” every year since its founding in 2003.
Corporate Board Member/FTI Consulting Survey Latham & Watkins ranked #4 in a poll of US general counsel and #8 among corporate directors in the 2012 study of leading US corporate law firms issued by Corporate Board Member magazine and FTI Consulting. This is the 12th consecutive year that Latham has been ranked in the survey, which recognizes select law firms “for strong corporate stewardship and commitment to providing outstanding client service.”
Acritas“SharplegalGlobalEliteBrandIndex”Latham & Watkins was recognized as one of the Top 20 most powerful law firm brands in the world in a global survey by Acritas, a leading market research firm. The research, based on a survey of more than 1,000 in-house counsel whose companies gross at least US$1 billion in annual revenue, factored brand awareness, favorability and firms that in-house counsel would consider for both multijurisdictional litigation and transaction capabilities.
Working MothermagazineandFlex-TimeLawyersWorking Mother magazine and Flex-Time Lawyers has selected Latham & Watkins to their “2012 Best Law Firms for Women” list. The list was founded to “celebrate the law firms that are most successful in retaining and promoting women lawyers,” according to Working Mother/Flex-Time Lawyers. Latham has been named a “Best Law Firm for Women” since 2008.
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