WOMEN’S CONNECTION

Issue #12 July 2013

LETTER FROM THE WOMEN’S COMMITTEE CHAIRS This edition of the Women’s Connection profiles four Simpson Thacher alumnae who now work in-house at Sony Music Entertainment: Alison Dow, Natalie Margulies, Susan A. Meisel and Julie Rappaport. We are delighted to report that Simpson Thacher has once again received the Women in Law Empowerment Forum’s Gold Standard Certification, which recognizes law firms Maripat Alpuche Lori E. Lesser that are committed to advancing women into leadership positions. This marks the third Women’s Committee Chairs consecutive year that the Firm has been awarded this honor. Have a wonderful summer!

—Maripat Alpuche and Lori E. Lesser

ALUMNAE PROFILE SIMPSON “ROCK STARS” AT SONY MUSIC: A CONVERSATION WITH ALISON DOW, NATALIE MARGULIES, SUSAN MEISEL AND JULIE RAPPAPORT Sony Music Entertainment represents some of the biggest names in the music industry, from contemporary artists such as Adele, Daft Punk, Justin Timberlake, PitBull, Alicia Keys, Carrie Underwood, and Ke$ha to old-school favorites like Bruce Springsteen, Bob Dylan, Michael Jackson, Paul Simon, Aretha Franklin and Whitney Houston. It is home to a range of L-R: Natalie Margulies, Julie Rappaport, Susan premier record labels, including Columbia, A. Meisel and Alison Dow

RCA and Epic, and for years, an in-house 1 Sony Music also currently employs Michael J. legal roster of Simpson Thacher alumni. Roberson (STB ’88-’93), Vice President of Business Sony Music currently employs four & Legal Affairs and L. Jeff Walker (STB ’88- Simpson Thacher alumnae: Alison Dow ’91), Executive Vice President & Head, Business (STB ’99-’04), Director, Business & Legal & Legal Affairs of the Global Digital Business group. Over the past decade, Sony Music has also Affairs in Sony Music’s Global Digital employed Kristopher E. Ahrend (STB ’98-’01), Business group; Natalie Margulies (STB Marcel C. Garaud (STB ’91-’94), John A. Ingrassia ’00-’02), Vice President, Business & Legal (STB ’85-’88), Michelle N. Jubelirer (STB ’99-’03), Affairs in the Global Digital Business and Matthew S. Lansburgh (STB ’05-’06). simpsonthacher.com Simpson Thacher Women’s Connection, July 2013 page 2

group; Susan A. Meisel (STB ’86-’92), agreement with Apple for its recently Senior Vice President and Corporate announced (and yet-to-be launched) Deputy General Counsel; and Julie digital radio service and its agreement Rappaport (STB ’01-’05), Vice President, with Google for Google’s newly launched Business & Legal Affairs, Columbia audio subscription streaming service, Records.1 intended to compete with Spotify and Susan Meisel oversees corporate other music subscription streaming transactions and legal policy worldwide services. For Dow, who joined Sony Music for Sony Music. As head of the company’s a year ago after working at long-time transactional team, she handles Simpson Thacher client Virgin Mobile acquisitions, joint ventures and other (later acquired by Sprint), her new role in strategic initiatives. Meisel also oversees the Global Digital Business group has Sony Music’s 200+ worldwide subsidiaries given her a “comprehensive view of how and manages its entire trademark music is consumed.” Recently, she portfolio, among other responsibilities. completed a deal with Microsoft for its Most recently, Meisel handled Sony new Xbox Music service, which is an all- Music’s investment and global partnership in-one music service that lets users agreement with Ultra Records, the world’s download and stream music from PCs, leading electronic and dance music label. mobile devices and televisions via a She also represented Sony’s interests in subscription streaming model and a connection with combining the locker model, among other things. independent label digital distribution Julie Rappaport works for Columbia businesses of IODA and The Orchard. A Records, a record label owned by Sony highlight of Meisel’s career at Sony Music Music. “I negotiate contracts with artists was attending the 2013 Grammy Awards, who sign with Columbia Records,” including Sony Music’s exclusive after- explains Rappaport. “I also handle their party. contracts throughout their tenure with Alison Dow and Natalie Margulies Columbia Records.” Many of the artists work together in the Global Digital Rappaport has worked with are household Business group to license content to digital names, such as John Mayer (whom service providers. They represent Sony Rappaport met face-to-face when he came Music in video and audio deals with in for his signing), AC/DC, Bob Dylan established digital music companies, such and Big Time Rush (a tween favorite). as iTunes, YouTube, Google and Spotify, Most recently, Rappaport negotiated a and start-ups, such as Turntable.fm and recording agreement with an up-and- Rdio. “What Natalie and Alison do is very coming artist professionally known as cutting edge,” explains Meisel. “Because “Haim,” consisting of three sisters (and there is no precedent for many of the new their drummer, a “mister”), on track to business models they encounter, release their first album this summer. negotiating agreements involves plenty of Reflecting on how the business has creative thinking and writing.” Recently, changed, Rappaport notes that Columbia Margulies worked on Sony Music’s is now reluctant to sign an artist unless

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the deal is a “360° deal” in which Sony The work tends to be fast-paced, with each Music gets a share of all (or most) of such lawyer juggling multiple deals at once. artist’s income from all sources, including “Partners are constantly coming to us with from live performances. This is in contrast new services they want to add,” Dow notes. with the past, where an artist deal was Looking back at their time at Simpson limited to recording rights. As the music Thacher, all four alumnae agree that industry has evolved, and record working at the Firm gave them “instant companies continue to spend significant credibility” and access to a huge network amounts of money on marketing and of contacts. Dow credits her attention to brand development for their artists, record detail to the training she received at the companies are increasingly asking to Firm. Rappaport attributes her participate in their artists’ revenue organizational skills, her ability to manage streams beyond recorded music. people, and her “really good work ethic” Rappaport explains that, nevertheless, it’s to her time as a Simpson Thacher associate. a hard negotiation every time, covering Of course, no Sony Music interview everything from the specific categories of would be complete without a few music rights covered to whether Sony Music is recommendations. The alumnae’s current paid on the artist’s gross or net proceeds. favorites include Daft Punk, Civil Wars, As you might imagine, there are some Jack White, Sara Bareilles, Natalie Maines specific perks for being a music industry and Walk The Moon. lawyer. For one thing, no one thinks twice about wearing jeans to work or listening to music while drafting. Music industry ALUMNAE NOTES lawyers also have access to concert tickets, Please drop us a line at free music and the occasional opportunity [email protected] to let us to rub shoulders with celebrities. (For know if you’ve changed jobs, taken on a example, Rappaport attended a private new role at your company or firm, or have Adele concert at “The Box” in New York other professional news to share. We would City, where she was able to watch Adele love to mention you in the next edition, perform a mere five feet away.) But aside either as a short note or a longer profile. from these benefits, the alumnae note that one of the major upsides of working at IN-HOUSE & CORPORATE Sony Music is the chance to serve in both a Val Ackerman (STB ‘85-‘87; business affairs and legal capacity. At some Corporate): Commissioner, Big East companies, in-house counsel are Conference; Laura Janke Jaeger (STB ’97- responsible for drafting agreements only ’98; Corporate): General Counsel, Virtual after the major terms have been hammered Piggy, Inc.; Dora Jiménez (STB ’06-’13; out by the respective business team. But Corporate, Capital Markets and Securities): Sony Music’s in-house lawyers “can and do Assistant General Counsel - Chief get involved in the negotiations,” says Investments Counsel Department, New Meisel, “so we really need to understand York Life Insurance Company; Heather our business to be good at what we do.” M. Johnson (STB ’98-’08; Litigation):

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Counsel, Siemens Corporation; Berta A. District of New York—Criminal Division; Matos (STB ’06-’10; Corporate, Mergers and Rachel S. Weiss (STB ’09-’13; and Acquisitions): Legal Director - Global Litigation): Law Clerk to the Honorable Procurement, PepsiCo, Inc.; Kathryn A. Edgardo Ramos of the U.S. District Court McCarthy (STB ’03-’13; Antitrust, for the Southern District of New York. Litigation): Senior Managing Director - Technology Practice, FTI Consulting; GOVERNMENT Michele Murphy (STB ’07-’13; Corporate, Sara Schuman (STB ‘08, ’10-’13; Capital Markets and Securities): Counsel Corporate, Mergers and Acquisitions, - Global E-Commerce, Visa Inc.; Janet Asia): Office of the United States Trade Nova (STB ’93-’97; Corporate): Executive Representative, Executive Office of the Vice President and Deputy Group General President. Counsel, 21st Century Fox; Ekwutozia U. Nwabuzor (STB ’07-’13; Corporate, NON-PROFIT Investment Management, Mergers and Lisa Freeman Bagshaw (STB ’07-’13; Acquisitions, Private Funds): Vice Exempt Organizations): Assistant President/Assistant General Counsel, Counsel, The Metropolitan Museum of JPMorgan Asset Management; Jennifer R. Art; Jennifer Maimone-Medwick (STB Rackoff (STB ’99-’09; Intellectual Property, ’06-’13; Exempt Organizations): Associate Litigation): General Counsel, Fourth Wall General Counsel, The Leona M. and Harry Restaurants, LLC; Pilar Ramos (STB ’97- B. Helmsley Charitable Trust; Elizabeth ’00; Corporate): Senior Vice President, Owen (STB ‘07-‘11; Litigation): Legal MasterCard Worldwide; Qian Lisa Wang Director, Greater New Orleans Fair (STB ’11-’13; Corporate, Capital Markets Housing Action Center; Samantha Pitts- and Securities): Vice President and Kiefer (STB ’04-’07; Corporate, Banking Counsel, Bank of Tokyo - Mitsubishi UFJ, and Credit): Senior Program Officer - Ltd.; and Shawn R. White (STB ’01-’06; Nuclear Materials Security Program, Corporate): General Counsel and Assistant Nuclear Threat Initiative (NTI); and Corporate Secretary, City National Bank Elizabeth Planet (STB ’99-’02; Corporate, of New Jersey. Mergers and Acquisitions): Executive Vice President and Chief Strategy Officer, JUDICIARY Child Mind Institute. Kate Dominguez (STB ’08-’13; Litigation): Law Clerk to the Honorable EDUCATION Richard G. Taranto of the U.S. Court of Nermeen Saba Arastu (STB ’08-’13; Appeals for the Federal Circuit; Jennifer Litigation): Faculty/Clinical Instructor: A. Fleury (STB ’11-’13; Litigation): Law Immigrant and Non-citizen Rights Clinic, Clerk to the Honorable Raymond P. Moore CUNY School of Law; and Kristin N. of the U.S. District Court for the District of Johnson (STB ’03-’04, ’05-’07; Corporate): Colorado; Andrea M. Griswold (STB ’07- Professor of Law, Seton Hall School of ’12; Litigation): Assistant U.S. Attorney, Law—Specialization in Financial Markets U.S. Attorney’s Office for the Southern Regulation.

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WOMEN AT SIMPSON THACHER buyout since 2007. TODAY Kirsten J. Jensen (Palo Alto office) SELECTED ENGAGEMENTS and Gary I. Horowitz (New York office) Maripat Alpuche (New York office) led the team representing Yahoo! Inc. in represented Best Buy in its announced connection with its acquisition of Tumblr. agreement by Citigroup to purchase the Marni J. Lerner (New York office) $7 billion portfolio of Best Buy-branded represented Del Monte Corporation in its private label and co-branded credit cards announced acquisition of Natural Balance in the United States; and J.C. Flowers & Pet Foods, Inc. She also worked with Co. LLC in connection with the sale to an Robert E. Spatt (New York office) to lead affiliate of Encore Capital Group, Inc. of a the team representing the Special 50.1% equity interest in Janus Holdings Committee of the Board of Directors of Luxembourg S.a.r.l., a holding Company Clearwire Corporation in connection with of Cabot Credit Management. the Special Committee’s review of strategic Sarah Cogan (New York office) alternatives which resulted in the represented Western Asset Middle Market acquisition by Sprint Nextel Corporation Debt Fund Inc. in its $177 million IPO; the of the remaining shares of Clearwire that underwriters in the follow-on offerings of Sprint did not already own. Solar Capital Ltd. and Solar Senior Capital Linda H. Martin (New York office) Ltd.; Clearbridge Energy MLP Total led the team representing UBS Securities Return Fund Inc. in its $180 million LLC in achieving the dismissal of an offering of senior secured notes; the adversary proceeding filed against UBS in underwriters in the approximately $1.1 connection with its role as joint lead billion IPO of Neuberger Berman MLP arranger and joint bookrunner of a $1 Income Fund Inc.; and the underwriters in billion senior secured term loan facility the $2.3 billion IPO of DoubleLine Income comprising part of the financing for Solutions Fund, one of the largest IPOs for Lyondell Chemical Company’s emergence any closed-end bond fund in the U.S. from bankruptcy. Caroline B. Gottschalk (New York Lynn K. Neuner (New York office) led office) represented Alegeus Technologies, the team representing Pfizer in obtaining LLC, an affiliate of Lightyear Capital LLC, the dismissal of an ERISA stock drop case. in its acquisition of Workable Solutions, Risë B. Norman (New York office) LLC.; and J.P. Morgan as financial advisor represented Automotive Investors LLC, a to Service Corp International in its Blackstone affiliate, and certain members approximately $1.4 billion acquisition of of TRW Automotive Holdings Corp.’s Stewart Enterprises, Inc. (TRW) management in the public offering Jennifer L. Hobbs (New York office) of 10 million shares of TRW’s common is currently representing Silver Lake stock for approximately $591 million; Partners and Michael Dell on the financing TRW and its subsidiary TRW Automotive for their announced $24.4 billion Inc. (TAI) in the $400 million senior notes acquisition of Dell, Inc. This transaction offering by TAI; Cedar Fair, L.P. in represents the largest private equity restructuring its secured bank and high

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yield debt profile; and MDC Partners Inc. Temasek Holdings in its participation in a in its $550 million senior notes offering consortium to acquire AsiaInfo-Linkage and $225 million amended and restated Inc.; and Vingroup Joint Stock Company revolving credit facility. in its definitive agreements by a Lesley Peng (New York office) consortium led by Warburg Pincus to represented JPMorgan Chase & Co. in its make a $200 million investment in Vincom $850 million preferred stock offering. Retail. Roxane F. Reardon (New York office) Marissa Wesely (New York office) represented the underwriters in the $350 represented Algeco Scotsman in its million Convertible Senior Notes offering incurrence of a $400 million PIK loan to by Ship Finance International Limited fund a partial redemption of capital. and concurrent registered stock borrow facility; the underwriters in the $250 AWARDS & HONORS million debt offering by Avery Dennison Sarah Cogan was named “Best in Corporation; and Cogeco Cable Inc. in its Investment Funds” and Mary Kay $400 million senior notes offering. Vyskocil (New York office), for the second Jennifer I. Reynoso (New York office) consecutive year, was named “Best in led the team representing the Stephen A. Insurance & Reinsurance” at the second Schwarzman Education Foundation in annual Americas Women in Business Law connection with the creation of a $300 Awards presented by Euromoney Legal million scholarship fund for study at Media Group. Ms. Cogan was recognized Tsinghua University in Beijing and the for her extensive experience in investment creation of Schwarzman College at the and registered funds work and Ms. University. Vyskocil was recognized for achieving Marisa Stavenas (New York office) significant victories for her clients in the represented the initial purchasers in the insurance and reinsurance industries over €330 million Rule 144A/Reg S senior notes the last year. offering of OI European Group B.V.; the Marni J. Lerner has been appointed underwriters in a $1.7 billion secondary to Law360’s 2013 Private Equity Editorial offering by selling stockholders of Realogy Advisory Board for the second consecutive Holdings Corp.; and the initial purchasers year. in the sale of $500 million senior notes by Linda H. Martin was elected Realogy Group LLC. President-Elect of the national Duke Law Kathryn King Sudol (Hong Kong Alumni Association. She also was elected office) is representing Kohlberg Kravis Vice Chairperson of the Children’s Tumor Roberts & Co. L.P. (KKR) in its announced Foundation, a non-profit organization agreement to acquire a controlling stake dedicated to funding research and in Alliance Tire Group from an affiliate of bringing an end to neurofibromatosis. Warburg Pincus; Alibaba Group in its Lynn K. Neuner has been appointed $586 million investment in Weibo to the Commercial Division Advisory Corporation and strategic alliance with Council of the Supreme Court of the State SINA Corporation; a subsidiary of of New York.

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Risë B. Norman and Roxane F. her extensive banking and finance Reardon have been named 2013 Client experience as well as for her contributions Service All-Stars by BTI Consulting Group. to diversity programs at the Firm and in The attorneys selected were nominated by the broader legal community. In addition, their clients and chosen based on client Elizabeth A. Cooper was nominated for focus, exceptional understanding of the “Up and Coming Finance Lawyer of the client’s business, outsized value, legal Year” and Andrea K. Wahlquist was skills and outstanding results. nominated for “Up and Coming Kathryn King Sudol was profiled by Employment Lawyer of the Year.” All The American Lawyer as the February 2013 three partners are in our New York office. Dealmaker of the Month for leading the Associate Meghan Cannella Carroll Simpson Thacher team representing a received the St. John’s University School of Chinese investor group in connection Law’s Recent Graduate Service Award for with an agreement to purchase up to a her outstanding service to graduates of 90% stake in International Lease Finance their law school. Corporation (ILFC), an aircraft leasing Senior associate Marcela Robledo company wholly-owned by American (Palo Alto office) was selected to be a International Group, Inc. (AIG). The member of the third class of Leadership transaction values ILFC at approximately Council on Legal Diversity (“LCLD”) US$5.28 billion. Ms. Sudol was also Fellows. LCLD is an organization recognized in December 2012 by The Asian comprised of law firm managing partners Lawyer for this deal. and general counsel dedicated to Mary Kay Vyskocil was appointed to improving diversity in the legal the Commercial Division Advisory profession. The LCLD Fellows Program is Council by the Chief Judge of the State of designed to connect high-potential New York, Jonathan Lippman. The attorneys with in-house counsel from Advisory Council is responsible for preeminent organizations for a yearlong advising Chief Judge Lippman on an professional development program that ongoing basis about all matters involving focuses on relationship building and and surrounding the Commercial leadership skills. Division of the state Supreme Court and Associate Sara L. Terheggen (Palo implementing the recommendations Alto office) has been named by The proposed by Chief Judge Lippman’s Task Recorder as a Lawyer on the Fast Track. The Force on Commercial Litigation in the 21st Recorder selected 50 attorneys in California Century. Ms. Vyskocil was also appointed whose early accomplishments indicate to the Board of the New York Community they will be tomorrow’s top lawyers and Trust. She was nominated by the Chief leaders. Judge of the U.S. Court of Appeals for the Second Circuit to serve on the Board. MENTOR SPOTLIGHTS Marissa C. Wesely was named Lori E. Lesser (New York office) was “Finance Lawyer of the Year” at the 2013 featured in The Glass Hammer, an award- Chambers USA Women in Law Awards for winning blog created for women

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executives in finance, law, technology and United States 2013. Corporate: Maripat business, for serving as a mentor in Alpuche (financial services—regulatory); Senator Gillibrand’s Women’s Mentoring Sarah E. Cogan (mutual/registered Initiative, a program sponsored by the funds); Elizabeth A. Cooper (financial Partnership For New York City and the services—regulatory, M&A mega-deals Council for Urban Professionals. For more ($5bn+); Kirsten L. Davis (capital information on this program and to read markets—debt offerings, energy— the full article, please click here. transactions); Olga Gutman (investment The Firm has established associate- funds); Jennifer L. Hobbs (banking); led “Lean-in Circles,” inspired by Sheryl Marni J. Lerner (energy—transactions); Sandberg’s bestselling book, Lean In: Lori E. Lesser (technology—transactions); Women, Work, and the Will to Lead. Laura Palma (asset finance and leasing, Associates in the New York and Palo Alto structured finance); Roxane F. Reardon offices had their first “Lean-in” meeting (capital markets—debt offerings); Marisa this May and their second meeting in D. Stavenas (capital markets—debt June. offerings and high yield debt offerings); and Joyce Y. Xu (derivatives). Employee RANKINGS benefits and executive compensation: Sixteen women partners were ranked Andrea K. Wahlquist. Litigation: Mary as leading lawyers in Chambers USA 2013. Beth Forshaw (insurance—advice to Corporate: Maripat Alpuche (financial insurers); Deborah L. Stein (insurance— institutions M&A); Sarah E. Cogan advice to insurers); Mary Kay Vyskocil (investment funds/registered funds); (insurance—advice to insurers, Supreme Elizabeth A. Cooper (financial institutions Court and appellate); and Janet M. M&A); Olga Gutman (investment funds/ Whittaker (international arbitration). hedge funds); Lori E. Lesser (technology Tax—West Coast: Katharine P. Moir. & outsourcing); Stacie E. McGinn Three women partners and one (banking compliance); Laura Palma counsel were ranked as leading lawyers (securitization); Marissa C. Wesely in Chambers Asia-Pacific 2013. Corporate: (banking & finance); and Joyce Y. Xu Kristina H. Kang (capital markets); Celia (derivatives). Employee benefits and Lam (capital markets and corporate/M&A); executive compensation: Andrea K. Sinead O’Shea (banking); and Kathryn Wahlquist. Litigation: Aimee H. King Sudol (corporate/M&A and private Goldstein (antitrust); and Mary Kay equity). Vyskocil (insurance dispute resolution— Seven women partners and one insurer and reinsurance). Tax: Marcy G. counsel were recognized as leading Geller; Nancy L. Mehlman; and lawyers in Chambers Global 2013. Corporate: Katharine P. Moir. Wealth management: Olga Gutman (hedge funds); Kristina H. Laura M. Twomey. Kang (capital markets and Sixteen women partners and two corporate/M&A); Celia Lam (capital counsel were ranked as leading lawyers markets and corporate/M&A); Sinead or recommended lawyers in The Legal 500 O’Shea (banking); Laura Palma

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(securitization); Kathryn King Sudol • A women’s quarterly lunch in the (corporate/M&A); Marissa C. Wesely New York office this past May; (banking); and Joyce Y. Xu (derivatives). • A lunch for the women attorneys in the Real Estate Group earlier this EVENTS AND PROGRAMS month; and We have recently established • A breakfast in July at which Sally associate-led “Lean-in Circles,” inspired Krawcheck, a former senior executive by Sheryl Sandberg’s bestselling book, on Wall Street, spoke about the Lean In: Women, Work, and the Will to Lead. U.S. banking system and the Associates in the New York and Palo Alto professional advancement of women. offices had their first “Lean-in” meeting Ms. Krawcheck now owns 85 Broads, this May and their second meeting in a professional women’s network June. Other recent women’s events named after the address of Goldman sponsored or hosted by the Firm have Sachs’ former headquarters. The included: breakfast was attended by 100 • A networking reception in January women from 85 Broads and the for Cafecitos, a network of Latina Kate Stoneman Project. women attorneys in the New York City area co-founded by Diversity Director Natalia Martín (New York office). New York State Attorney General Eric T. Schneiderman gave remarks at the event; • A business development workshop in February for women litigators at the 10 member firms of the Kate Stoneman Project. The workshop featured a panel discussion with SEC Chairman Mary Jo White, Mary Kay Vyskocil and Karen Patton Seymour of Sullivan & Cromwell; • A coffee get-together in April for women attorneys in the Funds Group; • The Southern California Chapter of 100 Women in Hedge Funds’ (“WHF”) 5th annual networking reception, which corporate associate Sara L. Terheggen co-chaired, as well as the inaugural WHF Leverage Dinner in Beverly Hills. Both events took place in May;

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