Latham & Watkins 2010 Annual Reviewmarket saw Latham attorneys at the forefront, advising on some of...

Latham & Watkins Annual Review for 2010

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Creative Director: Eric T. Weiss

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Writer: Barbara Finley

Produced by the Business Development Department of Latham & Watkins

Annual Review

in2010 FOCUS

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 an affiliated partnership conducting the practice in Hong Kong and Japan. Latham & Watkins practices in Saudi Arabia in association with the Law Office of Mohammed A. Al-Sheikh. © Copyright 2011 Latham & Watkins. All Rights Reserved.

02 Highlighted Matters

68 Pro Bono

69 Moving Forward by Giving Back

70 Diversity

71 Women Enriching Business

72 Innovation

73 2010 Accolades

Contents

Latham & Watkins’ 2010 Annual Review has been printed on a certified FSC paper product, using soy-based inks.

This year we continued to expand and deepen our ranks in response to growing client demands in important financial centers such as the Middle East, London, Rome, New York and Hong Kong, and opened new offices in Houston and Riyadh. These new additions complement our already strong practices and capabilities in these regions, and are already proving very beneficial to serving existing and new clients in a number of industries. For example, we have experienced significantly increased activity in all aspects of the energy sector, from the sale of oil and gas holdings in Brazil to development work for an offshore wind power transmission project in the United States. Similarly, we saw increased demand in the semiconductor, metals and mining, and communications sectors in 2010, in all corners of the world.

In 2010, we continued the longstanding firm tradition of giving back to the communities where we live and work, both through our pro bono efforts and our community service projects. Our community service program, “Moving Forward by Giving Back,” launched in honor of our 75th anniversary in 2009, was very active again this year. We take great pride in the fact that we are one of the very largest providers of free legal services in the world.

I hope you enjoy our 2010 Annual Review and we look forward to continuing to work with you in 2011 and beyond.

Sincerely,

Robert M. DellChairman and Managing Partner

Dear Clients & Friends of the Firm:

The state of the world economy continued to present challenges for business in 2010, and Latham & Watkins provided its team-oriented and innovative approaches to assist our clients as they met those challenges. With our 30 offices around the globe, our deep expertise in a wide array of practices and our extensive industry knowledge, we helped our clients solve their most complex legal and business challenges. This Annual Review provides some examples of the projects we handled for clients throughout the world. Whether in mergers and acquisitions, complex financings, tax and benefits planning or our litigation and global cartel and investigations practice, our lawyers delivered the same spirit of collaboration and intensity to meet our clients’ needs throughout the world.

Not only did we handle a number of important and groundbreaking cross-border matters, we continued to handle numerous precedent-setting and headline-worthy engagements. We handled some of the world’s largest restructurings in the United Arab Emirates and Europe and innovative project financings in Asia and the US, as well as in many emerging markets. Our globally recognized private equity practice was involved in the largest industry-transforming deals of the year, including one of the largest leveraged buyouts of 2010. In addition, the expanding global mergers and acquisitions market saw Latham attorneys at the forefront, advising on some of the most high-profile and high-value deals in key markets around the world.

Our litigation practice secured favorable outcomes for clients in a number of bet-the-company proceedings, including a string of year-end trial victories. Again this year our litigators worked closely with our key experts in many other practices to tap into the deep industry and practice knowledge resident throughout the firm.

Letter from the Chairman

Latham & Watkins • 2010 Annual Review 1


Offices

Hong Kong

London

Madrid

New York

Practices

International Tax

Latin America

Mergers & Acquisitions

Oil & Gas

Industries

Energy – Oil & Gas


Collaborating Across BordersCreating One of Latin America’s Largest Energy CompaniesIn one of the largest cross-border energy deals of the year, Latham

& Watkins represented Spanish energy giant Repsol, YPF, S.A.

(Repsol), in a strategic alliance between its upstream oil and gas

exploration subsidiary, Repsol Brasil, S.A., and China’s second-

largest oil company, the China Petroleum & Chemical Corporation

(Sinopec). The resulting entity is one of Latin America’s largest

privately owned energy companies, valued at US$17.8 billion, and

is one of the largest cross-border transactions involving a Chinese

company in 2010.

A team of mergers and acquisitions lawyers in Latham’s Madrid

office led the deal, coordinating English, US and Chinese law

issues. The ability of Latham lawyers — from numerous offices

throughout the firm — to handle all aspects of the US$7.1 billion

stock purchase and sale transaction was instrumental in its

culmination within three months of being announced.

Repsol, a fully integrated oil and gas company with operations

in more than 30 countries, will retain a 60 percent stake in the

company. The injection of funds generated by this transaction

will allow Repsol Brasil to develop fully all of its current projects,

which include some of the world’s largest exploratory discoveries

in recent years. n


Offices

San Francisco

Silicon Valley

Practices

Intellectual Property Litigation

Industries

Semiconductors


Widely Watched Trade Secrets TrialNamed California’s Top Defense Verdict of 2010A Latham & Watkins trial team, led by our San Francisco office, won

a complete defense verdict for Marvell Semiconductor, Inc. (Marvell),

which was named 2010’s Top Defense Verdict by the legal publication

the Daily Journal. Following a two-month trial, a unanimous California

state court jury cleared Marvell of all allegations. Marvell’s general

counsel stated: “We would not settle the case as a matter of principle,

so we needed to hire trial lawyers who were 100 percent committed to

trying and winning the case. And that’s what they did.”

The trade secrets misappropriation trial was one of Silicon Valley’s most

notorious business stories, stemming from an inadvertent voicemail

left by Marvell executives during a business negotiation with plaintiff

Jasmine Networks. The case was widely covered and monitored in

the legal and business press, garnering praise for the Latham team

for overcoming what was widely viewed as a “slam dunk” trade

secrets case.

Latham was retained as Marvell’s counsel shortly before the original

trial date, the day after Marvell’s former counsel was disqualified. The

unanimous jury verdict marked a dramatic conclusion to a case history

that included two trips to the California Court of Appeal, including one

over an 11th-hour dismissal that was later reversed.

As one legal publication noted, the case “closed the books on

an epic trade secrets theft suit, finding that defendant Marvell

Semiconductor Inc. didn’t abuse confidential information or violate

nondisclosure agreements.” n


Offices

Brussels

Hamburg

San Francisco

Silicon Valley

Washington, D.C.

Practices

Antitrust & Competition

Emerging Companies

International Tax


Technology Transactions

Industries

Life Sciences


Major Strategic AllianceWaging a Global Fight Against CancerCalifornia-based OncoMed Pharmaceuticals, Inc. (OncoMed),

a leader in cancer stem cell research and therapeutics, needed

a law firm with a deep understanding of the biotechnology and

pharmaceutical industries and considerable experience in handling

US, German and EU legal issues to complete its global strategic

alliance with German pharmaceutical company Bayer Schering

Pharma, AG (now Bayer HealthCare Pharmaceuticals). The lawyers

of Latham & Watkins had the cross-border capabilities to get the

deal done.

Latham attorneys across five offices and two continents coordinated

on US and German corporate and tax matters, technology licensing,

and US and EU antitrust and competition issues to complete the

strategic alliance. Bayer and OncoMed will develop antibodies,

protein therapeutics and small molecules as potential novel anti-

cancer stem cell therapeutics targeting the Wnt signaling pathway,

which has been identified as potentially important in halting

cancer stem cell activity. In addition to an upfront cash payment

of US$40 million, OncoMed is eligible to receive cash payments

for product candidates that Bayer options, additional payments

potentially totalling more than US$1 billion upon achievement of

certain development and commercialization milestones, and royalties

on product sales.

The collaboration leverages OncoMed’s leadership in cancer stem cell

drug discovery and development, and provides substantial funding

to enable OncoMed to execute its strategy for improving cancer

treatment with a global partner.

For this transaction, Latham received a “Commended” ranking in

the inaugural Financial Times US Innovative Lawyers Report, and

OncoMed was recognized with the 2010 Outstanding Partnering

Award from BayBio, a life sciences trade organization of the San

Francisco Bay Area. This is the third Latham deal to win the award

since 2005. n


Practices

Bank Finance

Project Development & Finance

Industries

Energy – Power

Offices

Beijing

Hong Kong

London

New York

Shanghai

Singapore

Tokyo

Washington, D.C.


Bringing Power to Southeast AsiaLargest Power Financing in LaosLatham & Watkins’ globally recognized project development and finance team

advised on the financing for the development, operation and maintenance of

the Hongsa Mine-Mouth Power Project in the Lao People’s Democratic Republic

(Lao PDR). The project, located in the Hongsa sub-district of Xayaboury, is the

largest lignite coal-fired power project in the country, and the largest project

loan ever raised exclusively in the Thai bank market.

Latham represented the lenders in connection with the financing, a

US$2.7 billion debt facility. The project involves the construction of a 1,878-MW

power plant consisting of three lignite-fired power generating units of 626 MW

(gross) each, which are scheduled for completion in June 2015, November 2015

and March 2016, respectively. The project also involves both coal and limestone

mines, which will be used to fuel the power plants. Pursuant to a memorandum

of agreement between the Lao PDR and Thai governments, some 95 percent

of the power generated by the project will be sold to the Electricity Generating

Authority of Thailand, adding another layer of complexity and multijurisdictional

aspects to the development financing.

Led by a team of Latham attorneys in Hong Kong, Singapore and Tokyo,

the project is one of the largest single power financings in Asia, and

received the “Local Bank Deal of the Year” award from Project Finance

International magazine and “Deal of the Year” from Asian-Counsel magazine. n


Industries

Agricultural Products

Practices

Environmental Litigation

Environmental Regulatory

Supreme Court & Appellate

Offices

Washington, D.C.


Precedent-setting Appellate AdvocacyAn Industry Win in the US Supreme CourtLatham & Watkins continued its string of appellate victories for clients

before the US Supreme Court in 2010. Appellate lawyers in Latham’s

Supreme Court & Appellate Practice Group prevailed in a landmark

environmental decision for our longtime client, the Monsanto Company

(Monsanto), that represents an industry win in the first case before the

Court involving genetically engineered crops.

The case challenged the United States Department of Agriculture’s

Animal and Plant Health Inspection Service’s (APHIS) decision to

grant deregulated status to glyphosate-tolerant, or “Roundup Ready®”

alfalfa, as a violation of the National Environmental Policy Act (NEPA).

The district court ruled in favor of plaintiffs (environmental groups

and organic farmers), holding that APHIS should have completed an

environmental impact statement (EIS) before issuing its deregulation

determination. The district court issued a broad injunction against

the planting of almost all “Roundup Ready®” alfalfa pending the

completion of an EIS, as well as precluding APHIS from applying any

partial deregulation pending completion of the EIS.

Following an unsuccessful appeal to the US Court of Appeals for

the Ninth Circuit, APHIS and intervenors, represented by Latham,

petitioned for certiorari on the scope of the injunctive relief, arguing that

the lower courts erred by presuming broad harm based on the existence

of a NEPA violation rather than conducting an evidentiary hearing to

determine the actual risk of harm and tailoring the relief accordingly.

The Supreme Court accepted the case, to the surprise of many Court

observers, and in a 7-1 decision, reversed the Ninth Circuit.

This victory for Monsanto helps to clarify the standards for injunctive

relief in NEPA cases, represents a precedent-setting industry win and

has important implications for similar litigation involving challenges to

the planting of genetically engineered crops. n


Practices

Capital Markets

Industries

Cleantech

Energy – Power

Offices

Frankfurt

London

Paris

Washington, D.C.


First German NYSE Debut Since 2006Ground-breaking IPOThe 2010 initial public offering by Elster Group SE (Elster), one

of the world’s largest electricity, gas and water meter providers,

was the first NYSE debut by a German company since 2006, and

only the second since the adoption of Sarbanes-Oxley legislation

in 2002. Latham & Watkins acted as underwriters’ counsel on the

transaction, with a cross-border team that included lawyers from

multiple offices.

Latham clients Deutsche Bank Securities, Goldman, Sachs

& Co. and J.P. Morgan were joint bookrunning managers to

the US$240 million offering, which saw Elster list 18.6 million

American Depository Shares on the NYSE. The company used

the net proceeds of the offering it received to pay a portion of its

outstanding debt under a credit facility agreement, and to repay a

loan made to the business by one of its shareholders, while shares

subject to the underwriters’ overallotment option were sold by

Elster’s largest shareholder.

Elster makes energy meters and solutions that are used by utility

companies around the world, and is a world leader in advanced

metering infrastructure and technology. It was acquired by funds

advised by private equity firm CVC Capital Partners in 2005, and

today has more than 7,000 staff and operations in 38 countries

around the world. Latham was able to assemble a team of

international capital markets lawyers, with extensive experience in

US and German securities and other regulatory law issues, to work

on the transaction, which was completed at a challenging time for

the international capital markets. n


Offices

New York

San Francisco

Silicon Valley

Washington, D.C.

Practices


Industries

Internet & Digital Media


Completing a Sale Unconditional Clearance After In-depth FTC InvestigationWhen the Federal Trade Commission opened an in-depth “second

request” investigation into Yahoo! Inc’s (Yahoo!) sale of HotJobs

to Monster.com, a rival online job board, Yahoo! turned to an

experienced team of antitrust attorneys from Latham & Watkins’

San Francisco, New York and Washington D.C. offices to help

get the deal through the regulatory process. Working hand-in-

hand with corporate colleagues in Silicon Valley, the Latham team

succeeded in persuading the Federal Trade Commission to let the

transaction proceed without conditions.

When the deal closed in August 2010, it brought together two

pioneers of the online recruiting space. n


Industries

Jewelry & Watch Retail

Production & Manufacturing

Practices

Capital Markets

Offices

Frankfurt

London

New York

Orange County


Danish Jewelry Maker Goes PublicOne of the Largest Nordic Private Equity IPOs in YearsLatham & Watkins advised the underwriters on the €1.5 billion initial

public offering by PANDORA A/S (PANDORA), the Danish maker of

popular charm bracelets and other jewelry. Axcel, the Danish private

equity fund, owned almost 60 percent of PANDORA at the time of the

listing, making the float the largest Nordic private equity IPO ever,

and the biggest Danish IPO to occur in 16 years.

A cross-border team of Latham attorneys acted for the underwriters,

led by Goldman Sachs International, J.P. Morgan Securities Limited,

Morgan Stanley & Co. International plc and Nordea Markets.

PANDORA designs, manufactures and markets hand-finished and

modern jewelry, selling it in more than 50 countries on six continents.

The company has more than 320 PANDORA-branded concept stores

and employs more than 4,800 people worldwide. It listed 47,981,480

ordinary shares on the NASDAQ OMX Copenhagen stock exchange,

and generated revenues in 2009 of approximately €465 million.

According to Bloomberg, at the time of the listing, the PANDORA IPO

was Denmark’s largest since 1994 and the second largest in Western

Europe in 2010. At least 98 companies postponed or withdrew IPOs

during 2010 amid concern about the state of the global economic

recovery. PANDORA’s shares rose 25 percent on the first day of

trading, with about 36 percent of the company now publicly listed.

Described as a “charmed IPO” by the International Financing Review,

the deal was recognized as the publication’s “EMEA Equity Issue

Deal of the Year.” n


Industries

Energy – Power

Practices

Capital Markets

Islamic Finance

Offices

Riyadh


First Saudi Public Sukuk in 2010 Issued by a Saudi EntitySAR 7 Billion SukukThe Saudi Electricity Company issued a SAR 7 billion sukuk

in April 2010, in an offering seen to illustrate the increasing

robustness of the capital markets in Saudi Arabia. A Latham

& Watkins team based in our Riyadh office, and working in

association with the Law Office of Mohammed A. Al-Sheikh,

acted for the joint lead managers HSBC Saudi Arabia Limited

and Samba Capital & Investment Management Company on

the transaction.

The sukuk is the third from the Saudi Electricity Company, which

issued its first issue for SAR 7 billion in 2007 and its last for the

same amount in July 2009. Its 2007 issue was, at the time, the

largest ever by a Saudi company. The proceeds of the 2010 issue

were for general corporate purposes, including meeting working

capital requirements, refinancing existing financial obligations and

capital expenditure, and making other investments.

Saudi Arabia’s power producer received a ‘AA-‘ rating for its sukuk

from Fitch Ratings. The transaction involved the transfer from the

company of a portfolio of assets to a custodian, Sukuk Electricity

Company, which is a wholly owned subsidiary of Saudi Electricity

Company. The asset portfolio comprised rights to provide service

connections and the entitlement to levy and receive a one-time

charge for each connection. The sukuk was issued on an unsecured

and unsubordinated basis.

Latham has a dedicated global Islamic Finance Group, comprised

of attorneys with extensive Islamic finance experience across

our core practices of banking, project finance, capital markets,

restructuring, mergers and acquisitions, investment funds and

dispute resolution. n


Industries

Advertising & Marketing

Practices

Securities Litigation & Professional Responsibility

Offices

Chicago

New York

San Francisco

Washington, D.C.


High-profile Class Action WinClarifying the Legal Standard in Securities LitigationLatham & Watkins successfully defended Omnicom Group, Inc.

(Omnicom), and certain of its officers and directors, in a high-

profile securities fraud class action that has been widely cited for

its clarification of the legal standard relating to “loss causation” in

securities fraud matters — an essential element of such claims.

In re Omnicom Group, Inc. Securities Litigation originated in

the US District Court for the Southern District of New York.

The matter was brought when Omnicom’s stock price declined

sharply, following a negative report in The Wall Street Journal

about its accounting for certain Internet assets. Plaintiffs sued

Omnicom — a strategic holding company that manages a portfolio

of global market leaders in advertising, marketing and corporate

media services — alleging accounting fraud and improper financial

reporting. The complaint sought damages in the billions of dollars.

A multi-office team of Latham securities litigators prevailed on a

motion for summary judgment before the district court, arguing

that plaintiffs had failed to satisfy the element of loss causation. The

court agreed, granting summary judgment in favor of defendants in

January 2008. In its ruling, the district court noted that plaintiffs had

shown no evidence of loss causation, and that “there [was] simply

no way for a juror to determine whether the alleged fraud caused

any portion of the [p]laintiffs’ loss.”

The plaintiffs appealed the lower court decision to the US Court of

Appeals for the Second Circuit. Again, the Latham team prevailed,

with the appellate court affirming the district court’s summary

judgment ruling in its entirety on March 9, 2010. n


Industries

Apparel

Practices

Acquisition FinanceBank FinanceBenefits & CompensationInternational TaxLeveraged FinanceTransactional Tax

Offices

FrankfurtHamburgLondonLos AngelesMunichNew YorkOrange CountyTokyo


Building a Fashion PowerhouseCreating an Apparel GiantA Latham & Watkins team of attorneys from multiple offices

advised a group of banks on the financing for Phillips-Van Heusen

Corporation’s (PVH) acquisition of Tommy Hilfiger B.V. (Tommy

Hilfiger), creating one of the world’s largest and most profitable

apparel companies. Latham acted on behalf of Barclays Capital,

Deutsche Bank, Bank of America Merrill Lynch, Credit Suisse

and RBC Capital Markets arranging the term loan and revolving

credit facilities for PVH in connection with the transformative

US$2.4 billion acquisition.

PVH designs and markets branded dress shirts, sportswear,

footwear and other related products, and has a portfolio of brands

including Calvin Klein, Van Heusen and Kenneth Cole New York.

Tommy Hilfiger, which had been controlled by funds affiliated

with London-based private equity firm Apax Partners since 2006,

designs, sources and markets men’s and women’s casualwear

through department and specialty stores worldwide. The combined

revenue of the new company is approximately US$4.6 billion, and

the deal significantly expands the PVH business outside of the

United States.

Barclays Capital acted as joint lead arranger and joint bookrunner

on the transaction, which also involved the refinancing of existing

debt at both PVH and Tommy Hilfiger. The senior secured credit

facility comprised US dollar- and euro-denominated term loans in

an aggregate amount of approximately US$1.4 billion and €400

million, and multicurrency revolving credit facilities in an aggregate

amount of approximately US$450 million. Latham’s role spanned

multiple legal disciplines and called on experts in our offices across

the US, and in the UK, Japan and Germany. n


Offices

Los Angeles

New York

Orange County

San Francisco

Silicon Valley

Washington, D.C.

Practices

Benefits & Compensation

Capital Markets

Emerging Companies

Transactional Tax

Industries

Cleantech

Life Sciences


An IPO on Earth Day Cleantech Company Goes PublicCodexis, Inc. (Codexis) is a “green” chemistry company that

serves major global markets where clean technology can have

a positive impact. When planning for its initial public offering of

US$78 million of common stock on the NASDAQ exchange on

Earth Day 2010, the company looked to Latham & Watkins to get

the deal done.

Led by Latham attorneys in Silicon Valley with extensive

experience with companies in the cleantech industry, the Codexis

deal team also included members of the firm’s capital markets and

tax practices.

The offering was one of the few for a cleantech company last year,

and received considerable press coverage as a result. Codexis is a

leading provider of optimized biocatalysts that help make existing

industrial processes cleaner and more efficient, and add value

to manufacturing processes in the energy, pharmaceutical and

environmental industries. The company intends to make use of

the proceeds to fund working capital and reinvest in its business.

Latham also represented Codexis in its subsequent acquisition

of the intellectual property portfolio of Maxygen, Inc., which will

allow Codexis to continue to grow and move into new markets. n


Offices

London

Practices


Finance

Intellectual Property

International Tax


Real Estate

Transactional Tax

Industries

Retail


A Legendary AcquisitionIconic British Department Store SaleSince its controversial acquisition in 1985 by Mohamed al-Fayed,

Harrods has been rumored to be for sale several times. On

May 7, 2010, after many months of commercial and legal

negotiations, Qatar Holding LLC (Qatar Holding), the direct

investment arm of Qatar’s sovereign wealth fund, bought Harrods,

London’s best-known luxury department store, and added

it to an array of British investments. A team of lawyers from

Latham & Watkins advised Qatar Holding on the deal.

The acquisition follows investments by Qatar Holding in the

London Stock Exchange, Barclays PLC and the J Sainsbury plc

supermarket chain, all of which Latham advised Qatar Holding

on. The latest British institution to be acquired by the emirate,

Harrods has been a landmark in Knightsbridge, London, since it

opened in 1849. It sells high-value goods that include designer

fashions, caviar and gold bars. The Harrods Group also includes

bank, real estate agency, insurance and aviation businesses.

Lawyers from Latham’s mergers and acquisitions, real estate, tax,

finance, intellectual property, and benefits and compensation

practices worked on the transaction. The transaction also involved

regulatory and pensions complexities. n


Focus: EnergyIn 2010, the firm expanded our market-leading energy practice with the addition of a new office in Houston to strengthen our oil and gas capabilities. Latham & Watkins has had a preeminent position in the global power sector for many years, handling some of the largest and most complex project financings, mergers and acquisitions, government approvals and regulatory proceedings.

With the expansion of our oil and gas team into Houston, we can now advise clients comprehensively across the entire oil and gas value chain, from wellhead to LNG, refining and petrochemicals. We have lawyers based in all the major energy, commercial, financial and regulatory centers around the world, and last year we frequently pulled together teams of experts across capital markets, tax, mergers and acquisitions, project finance, bank lending and other disciplines to work on matters for our energy clients.

Latham’s in-depth industry knowledge allows us to assist clients in all aspects of the energy sector. Our energy group is one of the best in the world — strengthened by our ability to pull together cross-border and multi-office teams quickly and seamlessly. For example, our Houston office led the US$968.5 million sale of Talon Oil & Gas LLC’s oil and natural gas properties in the Barnett Shale in North Texas to a group of EnerVest, Ltd. affiliates; the

US$1.45 billion sale of Enduring Resources, LLC’s oil and natural gas properties in the Eagle Ford Shale in South Texas to Talisman Energy and Statoil ASA; and the US$818 million sale of Plains Exploration & Production Company’s shallow water Gulf of Mexico properties to McMoRan Exploration Co.

Additionally, eight of our offices worked together to advise the lenders on the US$1.215 billion Paiton 3 power project in Indonesia, which required a challenging financing structure to construct a new project within an existing complex. The legal work on the project earned Latham the “Project Finance Team of the Year” honors in International Financial Law Review’s 2010 Asia awards. Elsewhere, our work on the Piedmont Green Power Biomass Facility in Georgia was cutting-edge, being one of the few biomass construction financings to have been completed in the US, for a project that will ultimately provide clean energy to more than 40,000 homes.

In 2010, Latham & Watkins continued to work with many of the world’s leading energy developers, sponsors, financing entities, governments and export credit agencies. As well as handling transactions for them, we advised on energy regulatory, environmental and land issues, and provided counsel on arbitrations, mediations, and administrative and judicial proceedings. n

in


Focus: Global M&ALatham & Watkins is a recognized leader in global mergers and acquisitions as a result of our cross-border strength and our integrated team-based approach across offices. The breadth and depth of our practice sets us apart from many of our competitors — allowing us to work with clients on more than 340 announced transactions totalling more than US$265 billion in deal value in 2010.

Our attorneys bring in-depth experience across many industries, with both emerging and established companies in such sectors as energy, biotechnology and pharmaceuticals, gaming and hospitality, healthcare, information technology and communications. Our industry expertise means we give our clients not just mergers and acquisitions counsel but also regulatory and commercial insights. For example, in the oil and gas sector, we advised on the US$7.1 billion cross-border strategic alliance between Repsol Brasil, S.A., a subsidiary of Spanish energy company Repsol, YPF, S.A. with China Petroleum & Chemicals Corporation, or Sinopec. The transaction created one of the largest privately owned energy companies in Latin America. In the food and beverage arena, a multi-office team represented Moscow-based Wimm-Bill-Dann Foods OJSC in its US$3.8 billion acquisition by PepsiCo. Latham’s retail sector experience included The Carlyle Group’s US$4 billion acquisition of NBTY, a leading global manufacturer and marketer of nutritional supplements.

Latham offers clients access to vast resources that only a global law firm can provide, and most of our deals last year called on attorneys from a number of offices, often across continents. We delivered advice under English, US, French, Hong Kong, Italian, Japanese, Singaporean, Spanish, German and Russian law, frequently applying more than one to a single transaction. In 2010, we demonstrated our ability to deliver integrated US, German and EU law capabilities when advising OncoMed Pharmaceuticals in its strategic alliance with Bayer HealthCare Pharmaceuticals, and when lawyers from six of our offices advised Trilantic Capital Partners on its €680 million sale of seafood company MW Brands to Thai Union Frozen Public Company.

In the US, our attorneys continue to provide fiduciary and deal counsel to public company boards of directors on complex transactions, including assisting oil field services company Schlumberger Limited in its US$11.3 billion acquisition of Smith International, Inc., and advising the Special Committee of the Board of Directors of CNA Surety in consideration of the take-private proposal by its parent company.

Such deals are typical of Latham & Watkins’ diverse multijurisdictional practice and depth of experience, and helped to make 2010 a landmark year. For more information on our global mergers and acquisitions practice, see pages 3, 7, 27, 31, 37, 39, 43 and 65. n

in


Offices

London

Los Angeles

Madrid

Paris

Practices


Capital Markets

Intellectual Property

International Tax


Project Finance & Development

Transactional Tax

Industries

Metals & Mining


Cross-border AcquisitionReshaping the Global Aluminum IndustryWhen Norwegian aluminum producer Norsk Hydro ASA (Hydro)

sought to expand its holdings in South America to support its

existing downstream manufacturing operations, it turned to

Latham & Watkins. Led by a team of lawyers with considerable

experience in the metals and mining industry, Latham structured an

acquisition and a US$1.6 billion fully underwritten rights offering

that enabled Hydro to purchase substantially all of the Brazilian

bauxite, alumina refining and aluminum units of Vale S.A., the

diversified Brazilian mining multinational corporation.

The US$5 billion transaction required a firm with the ability to

handle a wide variety of legal issues. The Latham team conducted

complex pre-completion reorganizations of each of the four target

businesses, reviewed Brazilian mineral exploitation regulations

and created a highly tailored approach to structuring the purchase

of each target entity, based on the nature of its business and its

position in the aluminum value chain. Other members of the team

addressed aspects of merger clearance and control, intellectual

property rights, and project development and finance issues

associated with the deal. The entire transaction was agreed to and

signed in a truncated timeframe, with documents being negotiated

within a month.

This landmark transaction provides Hydro with high-quality

assets in Brazil, including full control of one of the world’s largest

bauxite mines, Paragominas, and controlling interests in the world’s

largest alumina refinery, Alunorte, aluminum plant Albras and the

CAP alumina refinery project. The culmination of the transaction

transforms Hydro into a fully integrated aluminum company and

has been widely noted as being instrumental in reshaping the

aluminum industry worldwide. n


Offices

Chicago

New Jersey

Practices


Environmental Regulatory

Product Liability, Mass Torts & Consumer Class Actions

Industries

Chemicals


Landmark Environmental TrialVictory in the First Natural Resource Damages Case in New JerseyA combined team of Latham & Watkins’ environmental litigation and

regulatory attorneys won a complete defense judgment for Essex

Chemical Corporation (Essex) in a natural resource damages action

brought by the State of New Jersey Department of Environmental

Protection (NJDEP). The case against Essex, a subsidiary of The Dow

Chemical Company, was the first of its kind to go to trial in New Jersey.

The NJDEP brought claims primarily under New Jersey’s Spill

Compensation and Control Act, alleging millions of dollars in natural

resource damages. The case concerned groundwater contamination

from 1976 to 1984 stemming from an Essex-operated adhesive-backed

paper products facility. Upon discovering the contamination, Essex

immediately coordinated with the remediation branch of the NJDEP

to remediate the site using approaches agreed upon by both parties.

More than 20 years later, another branch of the NJDEP filed suit against

Essex, demanding “primary restoration damages” and the purchase

of 15 acres of land as “compensatory restoration damages.” The

primary restoration damages sought to compel Essex to use a remedial

procedure that had previously proven unsuccessful in eliminating

contamination and was exceedingly more expensive than the

remedial method agreed upon by Essex and the NJDEP’s remediation

branch. The compensatory restoration damages sought compensation

despite the fact that no humans, animals or plants had lost use of the

groundwater during the contamination period.

After a two-week bench trial, the judge held that the NJDEP had

not met its burden of proof as to primary or compensatory restoration

damages. The judge agreed with Latham’s arguments that the proposed

primary restoration approach was neither necessary nor appropriate,

and that the NJDEP was not entitled to compensation without a showing

of harm or loss. n


Industries

Financial Institutions

Practices

Bank Finance

Capital Markets

International Tax

Restructuring, Insolvency & Workouts

Offices

Dubai

London

New York


Major Global Debt RestructuringAward-winning RestructuringAs the global financial crisis worsened, Dubai World, the state-owned

investment vehicle, announced that it would seek a standstill on

certain of its debt liabilities, sending shockwaves through the global

credit markets. The Government of Dubai and the Dubai Financial

Support Fund appointed Latham & Watkins to advise them on the

Dubai World restructuring. A team of attorneys from our offices in

the Middle East, Europe and the US handled the mandate, which

called for cross-border bank finance, out-of-court restructuring and

insolvency expertise.

The Dubai World restructuring was named “Restructuring Deal of

the Year” by Acquisitions Monthly magazine, which described the

transaction as “the largest and most complex EMEA restructuring of

2010.” Dubai World developed the Palm Jumeirah and other high-

profile real estate projects. It also manages Dubai’s ports and many of

its foreign investments. Its restructuring made headlines around the

world, and was closely watched as a barometer of the health of the

Gulf economy.

On October 27, 2010, the creditors signed on to a US$23 billion

debt restructuring, agreeing to terms that involved converting

US$8.9 billion of government debt into equity, leaving Dubai World

with US$14.4 billion of remaining debt. By securing the agreement of

all the company’s creditors, Dubai World avoided a costly and time-

consuming special tribunal process. n


Industries

Retail

Practices

Acquisition Finance



Bank Finance

Capital Markets

Company Representation

Leveraged Finance


Private Equity

Securities Litigation

Transactional Tax

Offices

Brussels

Chicago

London

Munich

Washington, D.C.


Leading LBO TransactionThe Carlyle Group Acquires World Leader in Nutritional SupplementsNBTY, Inc. (NBTY) is a vertically integrated global manufacturer,

marketer and distributor of a line of nutritional supplements with

major retail operations in North America and Europe. The company

markets approximately 22,000 products under numerous brands,

including Nature’s Bounty, Ester-C, Solgar, MET-Rx, Puritan’s Pride,

GNC (UK), Physiologics, Le Naturiste, De Tuinen, Julian Graves

and Vitamin World, among others. Latham & Watkins advised its

client, The Carlyle Group, in its acquisition of NBTY, valued at

US$4.0 billion. The transaction was one of the largest leveraged

buyouts of 2010.

The global nature of NBTY’s business called for a cross-border

team to handle the variety of multijurisdictional legal issues that

the transaction presented. The deal was led by our Washington,

D.C. mergers and acquisitions practitioners and the firm’s Private

Equity Finance Group, which completed a US$2.0 billion senior

secured loan transaction and a US$650 million senior notes offering

in conjunction with the acquisition. The Latham team also called

on attorneys with transactional tax, benefits and compensation,

company representation and merger clearance and control

expertise to complete the matter. n


Industries

Energy – Oil & Gas

Practices



Transactional Tax

Offices

Chicago

Houston

Los Angeles

New York

Orange County

San Francisco

Silicon Valley

Washington, D.C.


Creating New OpportunitiesEnergy Company Spin-offLatham & Watkins acted for Questar Corporation, the NYSE-listed

energy company, on the tax-free spin-off to shareholders of its

exploration and production (E&P) units. The US$5 billion deal

resulted in the creation of QEP Resources, Inc. (QEP) — a new US

exploration and production business. QEP took on the natural gas

assets and midstream field services business of Questar, which will

now focus on its regulated natural gas business.

A Latham team from multiple offices and three practice areas, led

by attorneys from our new Houston office, handled the complex

transaction, which was structured as a prorata dividend of the

common stock of QEP Resources. Questar shareholders received

one share of QEP common stock for each share of Questar

common stock they held, meaning that, after the dividend, Questar

shareholders owned an equal number of shares in both businesses.

Following the spin-off, Questar now has three major lines of

business — retail gas distribution, interstate gas transportation

and gas production. The company conducts business through its

three principal subsidiaries: Wexpro Company, which develops

and produces natural gas; the Questar Pipeline Company, which

operates interstate natural gas pipelines and storage facilities in

the western US and Questar Gas Company, a regulated natural

gas distribution utility that serves more than 900,000 US homes

and businesses. n


Industries

Industrial Manufacturing

Practices

Bank Finance


Offices

Brussels

London

Moscow


Landmark European RestructuringOn the Road to RecoveryIn one of the largest restructurings in Europe in 2010, OC Oerlikon

Corporation AG (Oerlikon), the high-tech industrial conglomerate

based in Switzerland, finalized a CHF 3.5 billion restructuring plan.

Latham & Watkins represented Oerlikon’s majority shareholder, Renova

Industries, on the transaction. The restructuring, which involved a

capital increase, the waiving of debt by lenders and a debt-for-equity

swap, boosted Oerlikon’s equity base by as much as CHF 1.3 billion and

reduced its net debt by approximately 77 percent.

Latham lawyers specializing in bank finance and insolvency and

bankruptcy acted for Russian-based Renova, with a cross-border team

from our London, Brussels and Moscow offices. At the heart of the

financial restructuring was a capital increase of CHF 1 billion, and the

restructuring of CHF 2.5 billion of senior facilities.

Oerlikon is one of the world’s most innovative and research-intensive

industrial groups. Six of the company’s business units are active in

machinery and plant engineering, and its customers include Sony,

Bosch, Kraft Foods, Ferrari, Reliance and Caterpillar. The company

employs more than 16,000 people around the world, at 157 sites across

36 countries, and in 2010, it generated sales of more than CHF 1.6 billion.

Renova has been Oerlikon’s biggest shareholder since 2008. n


Practices


Private Equity

Transactional Tax

Industries

Healthcare Services

Offices

Chicago

Los Angeles

New York

Orange County

Washington, D.C.


Global Healthcare Services Company Goes Private Healthcare LBOLatham & Watkins represented longtime private equity client

Leonard Green & Partners, L.P. as part of a consortium, including

TPG Partners V, L.P. and TPG Partners VI, L.P., that acquired

IMS Health Incorporated (IMS Health) in a transaction valued at

US$5.2 billion. The leveraged buyout was one of the largest in the

US in 2010.

IMS Health is the world’s leading provider of market intelligence

to the pharmaceutical and healthcare markets. It offers end-to-end

solutions including market measurement; assessing the commercial

effectiveness of medical products; product portfolio planning; and

assessing health economics, outcomes, pricing, reimbursement and

disease and treatment patterns. The going-private transaction was

the subject of much media attention, and was one of the largest

leveraged buyouts completed since the onset of the global financial

crisis in 2008.

A Latham team, led by our New York and Los Angeles offices and

consisting of attorneys from multiple other US offices, handled

merger control, mergers and acquisitions and other issues related to

the deal. n


Latham & Watkins is one of the few law firms able to offer clients access to first-class English, US and local law capabilities in offices around the globe. An increasing volume of cross-border transactions call for this combination of skills — in many parts of the world, including Asia, the Middle East and parts of Europe — English law is often the favored choice of governing law for contracts related to major transactions. Latham offers clients access to English law capability in 11 of our offices around the world, and can provide local law advice in 12 countries. We also have US-qualified lawyers practicing in each of our 30 offices.

Acting as an international hub for the origination and execution of a large number of cross-border matters making use of our English law capabilities, Latham’s London office has achieved considerable expansion in recent years. The firm now has more than 190 lawyers in that office, which is one of the largest to offer clients both English and US law capabilities on the ground.

We are unique among international law firms in offering market-leading and sizeable bank finance, high yield bond and restructuring teams in both Europe and the United States. In Europe, we operate a pan-European platform with English and local law expertise in these areas in England, France, Germany, Italy and Spain. We have approximately 30 leveraged finance and high yield partners in Europe, of whom 16 are in London. In 2010, our European team worked on six of the top 10 European leveraged buyouts, and our market-leading transactions included the largest European LBO financing, the largest sterling leveraged

loan syndication of the past two years, one of the largest leveraged finance refinancings, the largest European private equity financing and the largest syndicated European margin loan transaction.

As the global acquisition finance market underwent fundamental changes in 2010, Latham & Watkins was well placed to command a leadership position. A lack of liquidity from traditional sources drove borrowers and private equity sponsors to seek a wide variety of funding alternatives. These often came in the form of high yield bonds or borrowing from other markets, and for European financings, this often meant the United States markets. Our deep bench of experience with bank finance and bond transactions in London, New York and Asia allowed us to handle European financings syndicated in the US under New York law, as well as those with bank and bond financing components in numerous jurisdictions. As the leveraged finance markets become increasingly dependent on these multiple sources of funding, our combined resources allow clients to navigate the complex structures using a single team whom they know and trust.

Our London finance team, which added several partners to its bench in 2010, also complements our strong multijurisdictional European debt restructuring practice.

Latham & Watkins also offers its clients access to local law capabilities in our strongest disciplines throughout the emerging markets, providing to our clients strategic insight into the global trends being driven by those markets. n

Focus: English and Local Law Capabilitiesin


Latham & Watkins’ Financial Institutions Group leverages the firm’s global footprint to service both the sell-side and the buy-side of the worldwide market for financial products and services. Our global leadership, regional expertise and industry focus helps companies accomplish their business goals. We offer our clients the extensive resources only a truly international firm can provide, coupled with a deep and broad understanding of regulatory practices, local markets and industry-specific issues.

We have been advising financial services institutions for decades. Our lawyers have a deep understanding of the markets in which these firms operate and the changing regulatory climate they face on a global scale. The lawyers in Latham’s close-knit, cross-border Financial Institutions Group offer clients the benefit of experience in all aspects of the financial industry, from transaction advice and support to regulatory compliance and investigations.

Latham’s financial industry practitioners can assist clients as they face a changing regulatory environment. Many members of the team are former regulators, and others are at the forefront of recent developments in changing regulatory regimes, including Basel III, the Dodd-Frank Act and other regulatory developments in major jurisdictions in Europe, the United States, Asia and the Middle East that affect financial institution businesses globally. In 2010, the addition of several new

partners with regulatory experience has deepened the group’s ability to assist clients as they face new paradigms and changing market conditions.

Our presence in the world’s financial centers allows Latham lawyers to provide unparalleled legal acumen with an understanding of the local environment. Whether working on the acquisition or disposal of assets, advising on capital raisings and restructurings or providing internal organizational advice, this on-the-ground knowledge can be invaluable to organizations that need to move quickly in response to dynamic market conditions.

The group also represents financial services institutions in investigations, regulatory enforcement issues and compliance matters. Our international regulatory teams provide comprehensive global counseling on local regulations relating to banking, securities, derivatives, stock exchange matters and other transactions.

Latham lawyers understand the market drivers and risks facing clients in the financial services industry. Our collaborative approach and global reach provide clients with comprehensive legal advice on sophisticated transactional and advisory assignments in virtually all jurisdictions where we practice. n

Focus: Financial Institutions Industry in


Industries

Financial Institutions

Practices

Capital Markets

Offices

Doha

London

Washington, D.C.


Successful Debut Bond Offering for Qatari BankQatar National Bank (QNB), which is 50 percent owned by the

State of Qatar, completed the offering of a five-year US$1.5 billion

bond, its debut bond offering in the international capital markets.

A team of Latham & Watkins attorneys from three offices advised

the issuer, which is the country’s leading financial institution. The

offering is considered to be one of the largest ever Regulation S

issues completed by a bank from the Middle East and North

Africa region.

QNB’s benchmark dollar bond offering of 3.125% senior notes

due 2015 will be used for general corporate purposes, as the bank

undergoes considerable expansion. Latham’s corporate finance

lawyers advised on all aspects of the transaction with a multi-

office team, which included securities lawyers with considerable

expertise in the Middle East, Europe and the United States.

QNB was established in 1964 as the country’s first Qatari-owned

commercial bank, and now offers a full range of retail, corporate,

investment, treasury, wealth management and Islamic banking

products to individuals, corporate and government entities. Its

ownership is split equally between the Qatar Investment Authority

and the private sector, and it has grown its market share to

40 percent of the country’s banking sector assets. With a presence

in 23 countries, QNB is considered to be among the highest-rated

regional banks in the world. n


Industries

Cleantech

Energy – Power

Practices

Africa Practice


Offices

London

New York

Washington, D.C.


Innovative OPIC FinancingAward-winning Cross-border Project FinancingLatham & Watkins represented ContourGlobal Solutions Limited

(ContourGlobal) in connection with an innovative US$250 million

project financing of a portfolio of environmentally friendly power plants

located in 13 countries across Europe and Africa. This transaction, with

so many different countries involved, presented a myriad of unique

challenges, which Latham’s premier project development and finance

team was able to overcome.

ContourGlobal entered into agreements with affiliates of Coca-

Cola Hellenic Bottling Group (CCH) — the second-largest bottler of

Coca-Cola products globally — to build, own and operate up to 17

environmentally friendly, advanced energy saving quad generation

(Quad Gen) power plants within CCH’s bottling plants. Quad Gen

plants use primarily natural gas to generate electric power, heat and

other byproducts using an energy efficient process that significantly

lowers CO2 emissions. The construction and term loan facilities provided

by the Overseas Private Investment Corporation (OPIC) will finance the

development, construction, ownership and operation of the plants.

Given the many countries involved, the parties were challenged to

balance OPIC’s interest in securing a comprehensive collateral structure

with ContourGlobal’s desire to finance plants quickly and at low cost.

The parties came up with a novel and adaptable solution involving a

hybrid of corporate and project finance structures that were flexible

enough to be used in different jurisdictions and with plants in various

stages of development. The parties also developed model agreements

and check-the-box requirements to make the financing of individual

plants in the future relatively easy and quick. In addition, the portfolio

structure allows for financings in emerging markets that, until now,

have had minimal exposure to project finance requirements.

This groundbreaking deal was recognized as Project Finance magazine’s

“EMEA Power Portfolio Deal of the Year” for 2010. n


Industries

Industrial Manufacturing

Practices

Acquisition Finance

Bank Finance

Offices

London

Milan

Tokyo


Major Italian Acquisition FinancingImproving Global Manufacturing CapacityUniCredit S.p.A (UniCredit) acted as the lender on a €150 million

acquisition financing for Industrie De Nora S.p.A (De Nora),

an Italian-based global technology licensing, engineering and

manufacturing entity. A team of Latham & Watkins lawyers, led

by the firm’s Milan office, advised UniCredit on the financing,

which enabled De Nora to complete its acquisition of Permelec

Electrode Ltd. (Permelec) and Chlorine Engineers Corp. Ltd.

(Chlorine Engineers).

Latham represented UniCredit in the negotiation of the term

loan and revolving credit facilities. De Nora acquired the two

businesses, which are Japanese leaders in the development and

commercialization of novel electrochemical processes, from the

Japanese conglomerate Mitsui. Permelec develops and produces

electrodes for the chemical industry and Chlorine Engineers

produces industrial electrolysis plants.

Permelec was originally founded in 1969 by Mitsui and De Nora

as a 50-50 joint venture to serve the Japanese market, and the

acquisition was important for De Nora as it moves to improve

its global manufacturing capacity. Chlorine Engineers has been

expanding its activities since its establishment in 1973 and has

licensed a significant share of the worldwide chlorine production

by ion exchange membrane process. Following the acquisition,

De Nora will become a leader in the Asian electrochemicals

market, adding to its already significant presence in Europe, the

US and South America.

Latham was able to call on lawyers in London and Tokyo to

assist on the transaction, and drew on the firm’s extensive global

acquisition finance and bank finance experience. The financing

was significant because it was one of few sizeable loans in 2010’s

constrained global credit markets. n


Offices

New York

Washington, D.C.

Practices


Transactional Tax

Industries

Energy – Power


Atlantic Wind Connection Project Bringing the US Wind Energy In a project development matter notable for both the nature of the asset

and the intricacy of the legal work it demanded, Latham & Watkins

represented a consortium, Atlantic Grid Holdings LLC, owned

indirectly by Good Energies II LP, Google Inc. and Marubeni

Corporation, in the structuring and initial development planning of the

Atlantic Wind Connection Project, an offshore backbone transmission

line that is expected to eventually be able to transport up to 6,000 MW

of wind energy from offshore wind projects in the Atlantic Ocean to

terrestrial markets on the Eastern seaboard of the US from Virginia to

New Jersey.

It is a first-of-its-kind project that could help promote the development

of scores of offshore renewable energy projects and bolster the energy

infrastructure of the United States. Upon closing, the project generated

extensive news coverage due to its innovation and ambitiousness. In

addition, the scale and complexity of the project required intricate

corporate structuring work to address tax, regulatory, governance

and other issues, as well as the drafting and negotiation of an inter-

related set of development agreements, license agreements and other

contracts designed to facilitate the rolling development of various

segments of the transmission line.

When fully funded with debt and equity, the total cost to develop and

construct the project is estimated to be approximately US$5 billion. n


Industries

Health Care Products

Practices

Bank Finance

Capital Markets

International Tax

Transactional Tax

Offices

Brussels

Frankfurt

Hamburg

London

New York

San Diego

Silicon Valley

Singapore

Tokyo

Washington, D.C.


A Landmark RefinancingHealthy Bank and Bond DealLatham & Watkins drew on its market-leading international

banking and high yield capabilities to advise ConvaTec,

which creates innovative medical products and devices, on its

US$2.8 billion debt refinancing. The combined UK secured and

unsecured bond deal and US secured bank financing called on

lawyers in 10 Latham offices across Europe, the US and Asia, and

required an integrated bank finance and capital markets team.

ConvaTec, which is headquartered in New Jersey, is a world leader

in the development and marketing of wound therapeutics, critical

care and ostomy care products, and is owned by European private

equity firm Nordic Capital and New York- and London-based

Avista Capital Partners. The company used the proceeds of

the financing to repay outstanding senior and mezzanine

finance facilities.

The deal is one of 2010’s landmark refinancings and is distinctive

because it is the start of what will likely become a trend for

European-owned portfolio companies to access enhanced liquidity

and financing terms through the US market. The financing was

comprised of €550 million and US$750 million term loan and

revolving credit facilities, €300 million of 7.375% senior secured

notes due 2017, US$745 million of 10.500% senior notes due

2018, and €250 million of 10.875% senior notes due 2018. The

financing was guaranteed by group subsidiaries in the US, the UK,

Singapore, Switzerland, Germany, Luxembourg and Denmark.

Latham’s multidisciplinary team was led out of our London office

and included English and US-qualified lawyers. n


Offices

Los Angeles

New Jersey

Orange County

San Diego

Practices


Insolvency Litigation


Industries

Water Supply


Bay/Delta and Colorado River Proceedings Protecting the Drinking Water of 19 Million CaliforniansThe Metropolitan Water District of Southern California (MWD) is the largest wholesale water supplier in the US, serving 19 million people in six Southern California counties. In 2010, Latham & Watkins represented MWD in two matters related to MWD’s efforts to protect its principal water supplies — the Sacramento-San Joaquin Bay/Delta and the Colorado River.

In the first matter, Latham & Watkins represented MWD in its advocacy for new federal Clean Water Act permit conditions requiring Sacramento’s major regional sanitation district to install best practicable pollution control technologies to reduce the daily discharge of more than 10 tons of ammonia into the Sacramento River, the central artery of California’s largest water project. The river flows into the Sacramento-San Joaquin Delta, which is home to the controversial Delta smelt and native salmon species, and is a primary water source for millions of Californians and two million acres of prime farmland. After several years of administrative proceedings, culminating in a 14-hour adjudicative hearing, the National Pollutant Discharge permit for Sacramento-area wastewater found for the first time that these previously unabated ammonia discharges were toxic to the Bay/Delta, and undermining the food web for Delta fisheries.

Latham also represented MWD in In Re Tronox Incorporated et al., a bankruptcy case in the Southern District of New York. The debtor, Tronox (a spin-off of Kerr-McGee Corporation), owns a chemical plant located 13 miles southeast of Las Vegas, Nevada, where rocket fuel and explosives were produced from the mid-1940s to the 1990s. Operations released ammonium perchlorate to groundwater, which then entered (and continues to enter) Lake Mead and the Lower Colorado River, which provides drinking water to 21 million people in Arizona and Nevada, as well as California. Latham’s interdisciplinary team of finance, environmental and litigation lawyers collaborated across offices, and with the other two states as well as MWD, to secure a favorable plan of reorganization that provides significant assets to fund ongoing cleanup of the site, as well as a Superfund reservation of rights agreement with the US government, which originally established the plant as part of the war effort in the 1940s. n


Offices

Los Angeles

Orange County

Silicon Valley

Practices

Intellectual Property – Patent Litigation

Industries

Semiconductors


Successful Patent DefenseComplete Victory Before Two TribunalsLatham & Watkins represented integrated circuit design company

Monolithic Power Systems, Inc. (MPS), in two related patent

infringement actions brought before the US International Trade

Commission (ITC) and the US District Court for the Northern District

of California. O2Micro International, Inc. (O

2Micro) alleged that MPS

infringed four O2Micro patents. O

2Micro requested that the ITC issue an

exclusion order banning the importation of all products incorporating

the accused MPS circuits. In the district court action, O2Micro sought an

injunction and several million dollars in alleged damages. During the

discovery process, the Latham team established that O2Micro’s named

inventors on three patents had withheld prior art from the US Patent

and Trademark Office. O2Micro subsequently dropped its infringement

claims as to those patents.

The ITC proceeding went to a full hearing (trial) on the remaining

patent. During the hearing, the O2Micro inventor was forced to recant

his prior testimony as to how he created the documents allegedly

corroborating his invention date. In April 2010, the Administrative Law

Judge (ALJ) issued a finding that the inventor had not conceived of

his invention until July 1999 — 17 months after his claimed conception

date. The ALJ also found that MPS’s products did not infringe any of the

asserted claims. In June 2010, the full ITC issued its final determination,

upholding these findings.

In the district court case, the Latham team prevailed on motions to strike

various of O2Micro’s infringement and damages contentions and again

prevailed on the conception date issue. Faced with those losses, and

less than four weeks before the scheduled trial, O2Micro unilaterally

dismissed its infringement claims with prejudice, and granted MPS

and its customers broad covenants not to sue on the patent. The court

recently issued an order that, in addition to over US$300,000 in costs,

MPS is entitled to recover attorneys’ fees due to litigation misconduct

surrounding the inventor’s now-discredited testimony. n


Industries

Energy – Power

Practices

Insolvency Litigation


Transactional Tax

Offices

Chicago

Los Angeles

New York

Orange County

San Diego

Silicon Valley

Washington, D.C.


High-Stakes Insolvency LitigationTrial Victories in the Disposition of Generating AssetsLatham & Watkins successfully represented Boston Generating LLC

(Boston Generating) and its subsidiaries, which supply electrical

power to approximately half the City of Boston and its surrounding

communities, in Chapter 11 proceedings in the US Bankruptcy

Court for the Southern District of New York. The matter is in

connection with Boston Generating’s effort to sell substantially

all of its assets to Constellation Energy Group (Constellation) for

US$1.1 billion.

A combined team of Latham’s insolvency litigation and finance

lawyers worked on a two-stage litigation to obtain a successful

result under an expedited timeframe. Latham’s first victory, in

mid-October 2010, was in securing approval for Boston Generating

to convene an auction, at which it hoped to top Constellation’s

US$1.1 billion sale price. Over strenuous objection, the court

approved the auction. A second trial took place at the end of

November, where the court overruled all objections to the sale in

their entirety. Every aspect of Boston Generating’s argument in

support of the sale was sustained, thus clearing the way for the

closing of the transaction. n


Industries

Semiconductors

Practices



Transactional Tax

Offices

Chicago

Hamburg

London

Los Angeles

Milan

New York

Paris

San Francisco

Silicon Valley

Tokyo


Seminal Semiconductor Restructuring One of the Largest US Reorganizations of the YearSpansion Inc. (Spansion), a US-based semiconductor device

company with worldwide operations focused on Flash memory

solutions, entered into Chapter 11 bankruptcy proceedings in

March 2009. A variety of external economic factors contributed to

the decline of its operating performance and led to the Chapter 11

filing — by the time it sought bankruptcy court protection, Spansion

had more than US$1.6 billion in total indebtedness.

A team of Latham & Watkins lawyers acted on behalf of Spansion

and its affiliates as debtors-in-possession in connection with the

Chapter 11 bankruptcy proceedings. Latham lawyers in offices

across Europe, Asia and the US advised the company in complex

negotiations with creditors, on issues related to the insolvency

and bankruptcy proceedings, as well as the tax and benefits and

compensation matters that arose.

A plan of reorganization for Spansion was confirmed in April 2010,

and distributions to creditors began following Spansion’s

emergence in May 2010. Spansion’s successful emergence from

Chapter 11 required a restructuring of its business operations as

well as its balance sheet. It significantly downsized its businesses

and, while in Chapter 11, completed a number of transactions.

Latham also acted for Spansion in these transactions, which

included a syndicated term loan credit facility as well as a rights

offering in connection with its exit from Chapter 11. Spansion’s

successful reorganization, completed against the backdrop of

extremely tight capital markets and in just 15 months, was one of

the largest true reorganizations achieved in the US in 2010. n


Industries

Food & Beverage

Offices

Chicago

London

Moscow

New York

Washington, D.C.

Practices


Transactional Tax


Major Moscow Acquisition Largest Food and Beverage Deal in RussiaIn what has been described as the largest food and beverage

acquisition in Russia, and its largest non-energy-related investment

ever, Latham & Watkins advised Wimm-Bill-Dann Foods OJSC

(Wimm-Bill-Dann), the country’s leading branded food and

beverage company, in its US$3.8 billion transaction with PepsiCo,

Inc. (PepsiCo). The deal nets PepsiCo an initial 66 percent stake

in the maker of branded juice, dairy products and baby food, and

establishes the company as the market leader in Russia.

The legal aspects of the deal were complex — a unique blend of

Russian legal, regulatory, cross-border mergers and acquisitions,

and public company issues. Led by Latham’s Moscow office, a

team of lawyers from our London and several US offices worked to

complete the deal.

The historic combination joins Wimm-Bill-Dann, which has grown

in less than 20 years to more than 16,000 employees and 42

facilities across Russia, Ukraine and Central Asia, and one of the

world’s best known and most successful global brands in the food

and beverage sector. Latham’s on-the-ground knowledge, global

footprint and legal acumen were among the determinative factors

in bringing this precedent-setting transaction to fruition. n


Focus: Global LitigationHome to nearly 600 lawyers, the Latham & Watkins Litigation Department operates across the US, Europe and Asia, providing clients with an effective and efficient means of dispute resolution wherever matters arise. The breadth and depth of our geographic platform — including more than 100 dedicated litigation lawyers in Europe alone — sets Latham apart from many law firms, and enables us to handle significant and complex matters for important clients around the world.

Many of our cases are cross-border in nature, and involve lawyer teams from several offices. For example, during 2010 Latham & Watkins represented clients in five global cartel enforcement matters, involving defense, immunity and leniency procedures before the US Department of Justice (DOJ), the European Commission, the criminal enforcement staff of the UK OFT, the JFTC, the Australian ACCC, the New Zealand NCCC, the Brazilian SDE and authorities in other countries, including South Africa, Korea and Switzerland. In addition, our white collar lawyers represented clients in DOJ, US Securities and Exchange Commission and internal investigations involving potential violations of the US Foreign Corrupt Practices Act arising in worldwide operations, including in Africa, Europe, Latin America, the Middle East and Asia.

Latham lawyers also handled a number of transnational criminal and regulatory investigations related to US trade sanction and export control laws on behalf of both US-based and non-US based companies.

As our clients continue to globalize, they increasingly need a litigation department that can handle complex and fast-moving disputes across jurisdictions and practice areas. Latham lawyers have litigated in hundreds of jurisdictions globally and prevailed in countless trials, arbitrations and appeals. Last year we achieved significant victories in cases concerning securities litigation and professional liability, antitrust and competition, intellectual property, consumer class actions, product liability, and white collar and government investigations.

The firm’s Litigation Department garnered numerous awards and accolades in 2010, and was named to BTI Consulting Group’s exclusive “Fearsome Foursome” list — one of only four firms that “corporate counsel would most like to have by their side in head-to-head competition.” The Department also received high marks in the Chambers Europe and US guides, the Legal 500 Paris, UK and US guides and The American Lawyer’s biennial “Litigation Department of the Year” survey. n

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Focus: New Offices and MarketsAt Latham & Watkins, we take pride in our ability to offer clients seamless cross-border teams that can deliver legal advice in all the world’s major financial centers and beyond. In 2010, we continued to extend the reach of our internationally recognized transactional, litigation, corporate and regulatory expertise, adding lawyers in key jurisdictions and markets.

In January 2010, the firm expanded its Greater China practice with the opening of a Beijing office — bringing us to three offices in the region, including Hong Kong and Shanghai. As China’s administrative, policy and regulatory hub, Beijing is an important center for our long-term growth plans in the region. This, along with our presence in Tokyo and Singapore, enables the firm to provide clients with coverage across Asia.

At the same time, we strengthened our energy practice with the opening of an office in Houston, adding a team of lawyers with a pre-eminent reputation in the oil and gas market that complements Latham’s existing first-class reputation in power and project finance.

In April 2010, Latham added to its Middle East presence with a new office in Riyadh, adding to our growing practices in Doha, Abu Dhabi and Dubai. Since the firm’s launch in the region in 2008, we have grown to more than 50 lawyers in the Gulf, and have represented some of the most active strategic and financial clients.

For Latham & Watkins, 2010 also saw more work involving emerging markets, as our lawyers handled an increasing number of matters in places where the firm’s global footprint and capabilities were determinative factors in securing engagements in markets such as Latin America, Southeast Asia and Africa. The World Bank expects the emerging market countries, which account for only a quarter of global GDP, to account for almost half of global growth in 2011. As our clients respond to this shift in economic power from west to east, Latham will continue to invest in the places that matter. n

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Beijing RiyadhHouston


Pro Bono

Latham & Watkins has one of the largest pro bono practices

of any private law firm worldwide, providing pro bono

legal assistance to poor and disadvantaged individuals and

organizations addressing the needs of the poor and nonprofit

community organizations lacking the ability to pay.

With almost 1,900 lawyers, summer associates, paralegals and professional staff in 27 offices across 13 countries participating in our program, Latham & Watkins provided almost 200,000 hours of free legal services valued at approximately US$91 million in 2010. Since 2000, Latham & Watkins has provided more than US$675 million in free legal services, totaling more than 1.8 million pro bono hours.

Our pro bono program is broad and diverse, with widespread participation among our lawyers, paralegals and professional staff. Like our commercial clients, our pro bono clients come to us with problems big and small, from nearly every corner of the world. From domestic violence prevention, poverty law, civil rights, microfinance, immigration work and nonprofit corporate counseling to social entrepreneurship, child advocacy, Holocaust reparations, death penalty work and appellate advocacy, our pro bono program covers almost every area of public interest law.

The scale and diversity of Latham & Watkins’ pro bono program reflects the commitment, compassion and enthusiasm of our lawyers, paralegals and staff in providing needed legal services to the poor and disadvantaged in our communities. To learn about some of our many pro bono efforts from 2010, read our 2010 Pro Bono Annual Review, available at LW.com. n

199,000*

1,476

105

318

$91 million*

Pro BonoHighlights2010

Hours

Participating Lawyers

Participating Summer Associates

Participating Paralegals, Trainees, and

Professional Staff

Value of Services

*�Approximate figures. Includes pro bono services by lawyers, paralegals, summer associates, trainees and professional staff.


Moving Forward by Giving Back

At Latham & Watkins, we have always considered pro

bono work and community involvement to be central to

our culture. Supporting those around us was important for

our founders in 1934, and so when the firm marked its 75th

anniversary in 2009, we launched a new community service

program as part of our celebrations.

“Moving Forward by Giving Back” is an initiative involving lawyers, paralegals and staff in all our offices around the globe, who put their time and energies to work in support of local charitable organizations. A significant number of Latham lawyers, paralegals and staff were involved with the launch of the program, and our offices have kept up the momentum by working on a wide range of initiatives in 2010. In the last year, our lawyers and staff have been involved in activities including regular volunteering at a soup kitchen in New Jersey, organizing a charity Legal Run in Brussels, supporting a Share Your Lunch program in Silicon Valley and collecting flower and vegetable seeds for families in Moscow.

Latham & Watkins takes on community work in support of a wide range of charities. Staff and lawyers in our Hong Kong office helped an organization called Against Child Abuse by organizing a visit to a local fire station for eight families and a team from the firm, and by producing a casebook about the charity to be distributed at its Annual General Meeting. In London, members of our office supported Centrepoint, the homeless charity, by sleeping out for the night to raise money and awareness for the charity and its cause. In Los Angeles, we collected 220 pairs of gently-used shoes to donate to the people of Haiti in support of a project run by Soles4Souls.

As our firm continues to expand into new communities, giving back remains as important to us today as it was when our first office opened. n


Diversity

At Latham & Watkins, our commitment to diversity is not just a

philosophy — it is integrated into everything we do. We endeavor to

sustain a culture that values individuality and tolerance, while at the

same time fosters an attitude of teamwork and collaboration.

Our lawyers, paralegals and staff around the world represent a rich mosaic of men and women of different races, ethnic backgrounds, sexual orientations, cultures and primary languages. Latham has long been a proponent of promoting and implementing methods and programs that support the recruitment, hiring, training and retention of lawyers from diverse backgrounds throughout all of our 30 offices. In 2010, we continued this mandate in a variety of ways.

Diversity initiatives at Latham have included a number of client-partnering events. Latham partners and associates attended separate multi-day diversity roundtables hosted by clients that were aimed at strengthening relationships, discussing business trends and breakout sessions on diversity-related issues. These events often took place at the clients’ headquarters, and were run by lawyers from the general counsel’s office and business division executives, providing younger lawyers with direct interaction with their client counterparts. Diversity events were also co-sponsored with Women Enriching Business, which broadens business relationships and networks. Men and women professionals alike attended networking events and panel discussions, addressing issues ranging from work-life balance to leadership development.

The firm also has robust programs in place internally to support diversity and equal opportunity. The firm’s Training and Career Enhancement Committee works closely with

members of the Diversity Committee to provide comprehensive training, and our global Mentoring Committee helps to integrate new associates of all backgrounds into the firm.

This level of commitment to diverse populations extends to the firm’s efforts in recruiting as well. Latham participates in a number of diversity job fairs, sponsors academic and social events at law schools and conducts active diversity outreach with students being recruited by the firm. This, along with Latham’s Diversity Scholars program, which awards four US$10,000 scholarships to second-year law students throughout the US, is another demonstration of our commitment to increasing the number of diverse members of the bar.

Diversity at Latham & Watkins extends to the LGBT community as well. Groups are active throughout the firm, and meet to discuss how to engage with similar groups at client companies and other law firms, and share information pertaining to LGBT rights issues. For the third year in a row, Latham received a perfect score in the Human Rights Campaign Foundation’s 2010 Corporate Equality Index, which examines workplace policies with respect to sexual orientation.

Latham & Watkins is proud of its legacy and commitment to being an open and welcoming workplace. n

Latham & Watkins • 2010 Annual Review 71Latham & Watkins • 2010 Annual Review 71

WEB

WEB — Women Enriching Business — is part of

Latham & Watkins’ ongoing diversity efforts aimed

at creating broader networks and productive

business relationships to attract and invest in the

long-term success of its women lawyers.

This successful initiative, launched in 2006, continued to break new ground in 2010. More than 33 programs and events in approximately half of the firm’s offices around the globe provided networking opportunities, increased visibility on the variety of roles of women in business and addressed the interest of clients and business leaders committed to working with a more diverse law firm.

As the issue of women’s participation in business has gained worldwide attention, Latham’s WEB programming has been at the forefront. WEB in Paris continued its well-received Petits-déjeuners du WEB roundtable series for clients, this year focusing on topics relating to women’s service on corporate boards. Programs included: “More Women on Boards of Directors,” “Women in Enterprise — Leadership” and “New Roles and Challenges for General Counsel,” each featuring a number of prominent French women business leaders and general counsel. Paris WEB also continued to forge important partnerships with other leading French women’s business organizations, including HEC au Féminin, the women’s alumni network of one of Europe’s leading business schools, networking with the women’s networks of 25 companies and the French Chapter of Women Corporate Directors (WCD). Paris WEB co-sponsored several events with WCD, hosting a number of events targeting women on boards. The partnership will continue

in 2011, with programs on legal training offered by the men and women of Latham’s Paris office to WCD members.

Latham & Watkins’ Munich office held its first WEB event — a walk through the city to view the sites where famous women, including Erika Mann, Queen Therese of Bavaria and others, influenced the history of Munich.

In the Middle East, WEB hosted several events in Dubai, including seminars co-sponsored by global networking organization 85 Broads and Heels and Deals, a UAE-based networking and social media organization focusing on women entrepreneurs, as well as events with clients. In the US, WEB in Chicago continued the firm’s co-sponsorship of “If You Build It, They Will Climb” with firm client Ernst & Young, including a well-attended session featuring a unique and diverse panel discussion of men and women exploring the challenges and opportunities facing women in the workplace.

WEB’s efforts in Washington, D.C. brought together clients, Latham lawyers and young women from local area public schools for the day-long “Sign Up to Stand Out” conference. Now in its second year, “Sign Up to Stand Out” combines one-on-one mentoring with a program to educate, mentor and discuss opportunities after high school. n


Innovation

As we have expanded our business in scale

and scope, Latham & Watkins has continued

to make use of cutting-edge technology for

the benefit of our clients around the world.

With a long track record as an innovator,

we are always looking for new ways to

adopt sophisticated tools to enhance client

service, and the launch of our iPhone Apps

illustrates this approach.

In September 2010, we launched the first Latham iPhone App, The Book of Jargon™ — US Corporate and Bank Finance. It is a free-to-download electronic version of our popular glossary of banking and capital markets slang and terminology, which many have found to be a terrific help when penetrating complex industry language. The Book of Jargon has been available online for some time as a tool for recent law school and business graduates, and in hard copy as a desktop reference for not-so-recent graduates. Now it’s on the iPhone in a user-friendly format that caters to those on the move and in need of instant access to this resource.

Following the launch of the US Corporate and Bank Finance Book of Jargon App, we have since made available two more Apps — the US Project Finance Book of Jargon and the European Capital Markets and Bank Finance Book of Jargon. All three are

compatible with iPhones, iPod Touches and iPads with operating systems 3.1.3 or later, and can be downloaded from the App Store to an iPhone using the keywords “Latham” or “Book of Jargon.”

The Apps have been well-received by our clients and contacts as an innovative and environmentally friendly way to present useful information in an easily accessible format. Their launch yielded a top 10 Innovative Lawyer award for Latham & Watkins from the Financial Times, recognizing our ongoing commitment to plain English and demystifying the world of corporate finance for our clients. n


FT Innovative Lawyers Award Our firm was recognized among the leading US law firms for innovation in 2010 in research conducted on behalf of the Financial Times by RSG Consulting. The firm received praise across its transactional, litigation, regulatory and pro bono practices.

The report stated: “Latham & Watkins’ most innovative work featured a heavily scientific and technological slant, enabling it to score wins in medical patent and pollution cases, as well as crafting new forms of biotech alliances and project financing. Their ability to bring colour and imagination to the way in which they conducted litigation cases was notable.”

2010 AccoladesCelebrating Our Success. Latham & Watkins is honored to have received numerous rankings and awards in 2010, which span our departments, practice areas and industries. For a brief compilation of some of the most impressive rankings and awards the firm has earned, please visit LW.com.

The American Lawyer’s “A-List” In 2010, Latham & Watkins appeared for the eighth consecutive year on the “A-List,” which was created by The American Lawyer to determine, as objectively as possible, “the firms that best embody what it means to be a success in the legal community.”

The ranking is based on revenue per lawyer, participation in pro bono, associate training and satisfaction, and workplace diversity. Latham has appeared in the “A-List” each year since it was launched.

BTI Consulting’s “Client Service A-Team” Latham & Watkins was recognized by BTI Consulting Group’s 2011 “Client Service A-Team,” a list based on 2010 data of the 30 US law firms that clients rate the highest for client service. The A-Team is compiled using interviews with nearly 300 corporate counsel at large and Fortune 1000 companies, and the firm was praised for its total commitment to its clients.

The BTI report said: “Latham & Watkins’ clients praise the firm for ‘superior service’ and ‘institutional knowledge of our company and their capacity to get on an issue whenever needed.’”

*In association with the Law Office of Mohammed A. Al-Sheikh

United StatesChicagoHouston

Los AngelesNew Jersey

New YorkOrange County

San DiegoSan FranciscoSilicon Valley

Washington, D.C.

EuropeBarcelona

BrusselsFrankfurtHamburg

LondonMadrid

MilanMoscowMunich

ParisRome

AsiaBeijing

Hong KongShanghai

SingaporeTokyo

Middle EastAbu Dhabi

DohaDubai

Riyadh*

LW.com

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