WHAT MATTERS: a Review of 2009 and 2010

WHAT MATTERS: A Review of 2009 and 2010

Kramer Levin Naftalis & Frankel LLP Introduction Chambers USA 2010 Chambers Global and highly ranked ten What Matters Kramer Levin practice areas as some of the best in the legal field. Dear Clients, Colleagues, and Friends of Kramer Levin:

The past two years have been like none other in our lifetimes. The tumultuous business climate has affected our clients in many ways. Some have faced serious disruptions, including bankruptcy, restructuring, and major litigation. Others have taken proactive measures to protect and build their businesses for the recovery. In our role as a true business ally, we have done our utmost to help each navigate through to the best possible outcome. In such a climate, it is only natural that we should step back and reflect on what really matters, both to us and to the global clients we are privileged to serve. What we have seen is that the things we have always valued as a firm do not change Thirty-five Kramer Levin attorneys were listed with the business cycle. Creative solutions, senior involvement, operational efficiency, in the Best Lawyers in America 2010 and the agility to adapt to shifting circumstances — these are all transcendent qualities, applicable to any economic environment. They matter very much to us. And, not Best Lawyers in France 2010, representing coincidentally, they matter to our clients as well. In the following pages, we would like to share with you some of the recent matters 20 practice areas. that illuminate these values, values that have served us — and our clients — equally well in both prosperous and uncertain times. We thank the many clients and friends who have shaped our experiences and who have helped make Kramer Levin a success. We look forward to continuing to expand our relationship with each throughout the year.

Paul S. Pearlman Kramer Levin ranked #18 in the New York Law Journal’s list of the “Top 100 Largest New York Law Firms.” Managing Partner Kramer Levin Naftalis & Frankel LLP

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 1 Driving value in two of the nation’s largest bankruptcies Advertising For many years Kramer Levin has been recognized as having one of the nation’s Two of the biggest bankruptcies of 2009 — and the largest from Daimler, Chrysler’s former parent, for extracting billions of premier advertising practices. In 2009-10, we continued to build on our long industrial bankruptcies of all time — were Chrysler and General dollars in assets from Chrysler in 2007. record of success in false advertising litigation. We achieved a landmark victory Motors. In a little more than a month, the entire American On June 1 — days after the Bankruptcy Court approved the for our client PBM Products, winning a jury verdict finding Mead Johnson liable automotive industry was rocked to its core, as two of its most Chrysler sale — General Motors (GM) filed its Chapter 11 case famous names teetered on the brink of collapse, with millions of and its 15-member creditors’ committee retained us on June 3 for falsely claiming that store brand infant formula manufactured by PBM was jobs hanging in the balance. because of our experience and success in the Chrysler case. We nutritionally inferior to Mead Johnson’s products, and awarding PBM $13.5 million As these events were unfolding at breakneck speed, we were instantly mobilized the Chrysler team — dozens of bankruptcy, in damages. In another recent litigation, we obtained a permanent injunction privileged to represent the unsecured creditors’ committees of litigation, corporate, tax, real estate, environmental, finance, and from a federal court in favor of our client Neutrogena against advertising in which not one, but both companies. benefits lawyers — to work on the GM transaction. Schering-Plough falsely claimed that its Coppertone Sport line provided better Chrysler filed for Chapter 11 protection on April 30 immediately protective coverage than Neutrogena’s Sport products and that Neutrogena’s after President Obama committed to push Chrysler’s assets product consisted of 28% chemical propellant. We have continued to secure through an unprecedented sale in 30 days, with the U.S. and favorable results both in prosecuting and defending challenges before the Canadian treasuries funding Chrysler’s cash losses to the tune National Advertising Division (NAD), including for our clients McNeil-PPC, Inc., of $1 billion per week. “New Chrysler” — owned by Fiat, the Johnson & Johnson Vision Care, and The Dannon Company. healthcare trust of the United Auto Workers (UAW), and the governments of the United States and Canada — would buy the assets. Banking and Finance An 11-member committee of unsecured creditors chose Kramer The difficult economic environment cast a long shadow over recent financing Levin over five other firms on the afternoon of May 5, and we matters, but we nonetheless successfully represented all manner of major were in court 30 minutes later, negotiating improvements to the players — banks, hedge funds, and large corporations especially — in a wide sale on behalf of thousands of dealers and suppliers whose worlds variety of significant transactions. Representing HSBC Bank USA, N.A., we had been turned upside down by the filing. Like Chrysler, GM sold its assets to a new company principally helped arrange a $135 million credit facility to a large private equity firm and a When a small group of dissident secured banks sought to block owned by the U.S. and Canadian treasuries and the UAW retirees; $350 million loan to a well-known hedge fund. We represented Credit Suisse the sale, our attorneys joined with counsel to the company to unlike Chrysler, the old company retained a substantial stake as agent for first lien lenders in a restructuring of approximately $350 million overcome the objection — before the Bankruptcy Court on (20%) in the equity of new GM for the benefit of unsecured of first lien credit facilities to a film production/technology company. We helped May 26, the United States Court of Appeals for the 2nd Circuit creditors. Our task was to preserve that stake, valued originally Citibank, N.A. on June 5, and finally the Supreme Court of the United States restructure credit facilities worth $360 million for a major-league- at $6 billion, for unsecured creditors. We walked a tightrope, on June 9. Thousands of unsecured creditors benefited from level sports team and its investors. Representing JPMorgan Chase Bank, N.A. opposing the sale sufficiently to increase the Treasury’s cash new Chrysler’s assumption of their agreements, including most as agent and lender, we assisted in connection with the restructuring of secured contribution by $215 million and cause new GM to assume of Chrysler’s dealers and suppliers, the UAW, and the Pension credit facilities for a well-known group of hedge funds and private equity funds warranty claims, while not toppling the deal. Benefit Guaranty Corporation. in the amount of $500 million. We represented Sumitomo Mitsui Banking In the words of United States bankruptcy Judge Robert Gerber: The deal left behind creditors with over $7 billion in claims, Corporation “...I’ve never seen a creditors’ committee counsel perform as agent and lender in connection with loans to a global industrial including asbestos claimants, product liability claimants, rejected as effectively and economically in a Chapter 11 case on my manufacturer in the amount of $1.3 billion. We also helped a Fortune 500 dealers, and Chrysler’s banks, who were paid only 29% in the watch, as I saw Kramer Levin perform here.” company with its $1.25 billion asset based loan facility. sale. For these creditors, we won the right to pursue damages

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 3 Historic jury verdict in infant formula advertising war Corporate Consumers often turn to store brands as a money-saving alternative to name-brand products. Our Our Corporate group has played a prominent role in a number of recent complex client, PBM, makes a generic baby formula which, because it is regulated by the Food and Drug M&A transactions in the areas of strategic M&A, private equity, and distressed Administration, has the same nutritional content as Mead Johnson’s name brand, Enfamil. M&A. In the first group, we represented General Maritime in its acquisition When Mead Johnson sent out advertising mailers to 1.6 million parents, falsely claiming that any of Arlington Tankers, Liz Claiborne in divesting four apparel brands, Kroll blend of ingredients other than Enfamil’s could mean children may develop poor eye and brain Government Services as it was acquired by Veritas Capital, and RiskMetrics development, those false claims had a serious impact on PBM’s business. Group in its sale to MSCI for approximately $1.6 billion. We also represented Our advertising attorneys argued that Mead Johnson’s mailings were not just false and misleading, Vishay Intertechnology, Inc. in its spin-off of Vishay Precision Group, Inc., they were directly related to a drop in PBM’s store-brand sales. creating a new public company. Among our private equity transactions were The jury agreed, finding Mead Johnson liable for false advertising and awarding PBM $13.5 million our representation of BlackRock in the joint venture that formed Private in damages. The Court also issued a permanent injunction barring Mead Johnson from making the National Mortgage Acceptance Company, Stone Point Capital in a number of false claims at issue. equity investments including Pierpont Securities and NXT Capital, and Perella This was one of the largest false advertising awards ever, and was the largest jury award of any kind Weinberg Partners in various joint ventures and asset acquisitions. We are also in Virginia in 2009. representing Alloy, Inc., originators of “Gossip Girl” and “The Vampire Diaries,” in its acquisition by an investor group led by ZelnickMedia. Our distressed M&A work included our representation of Deloitte LLP in acquiring the North American Public Services practice of BearingPoint, M&A transactional work for the Official Unsecured Creditors’ Committees in the Chrysler LLP and General Motors bankruptcies, representing Systemax in acquiring CompUSA and the trademark and e-commerce business of Circuit City, and representing Described by clients as ‘one of the best’ advertising litigation firms...[Kramer Levin Radware Ltd. in the successful acquisition of assets of Nortel Networks. lawyers] provide ‘excellent service, very prompt responses, and practical informed advice.’ “Clients particularly praise the team for their ‘understanding of the business implications M&A Advisor named three Kramer Levin deals as winners in four award of litigation strategy.’ categories including “Middle Market Deal of the Year,” “Professional Services – Advertising Practice” ranked in the top tier by both Chambers USA and Legal 500 US Industry Sector Deal of the Year,” and “Cross Border Deal of the Year.” Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 5 A strategic acquisition for Deloitte Corporate Restructuring and Bankruptcy In addition to our well-publicized work for the Official Unsecured Creditors’ Government contracting was already a major part of Deloitte LLP’s ongoing business when an Committees of Chrysler LLC and General Motors exciting opportunity presented itself. BearingPoint Inc. was under significant financial stress. Its , we are playing leading North American Public Services (NAPS) practice group — a leading provider of management and roles in some of the most significant bankruptcies in recent times. In the technology consulting services to U.S. government agencies — represented an important potential automotive industry alone, we have represented official creditors’ committees acquisition target for Deloitte LLP. for Cooper Standard, Dana Corporation, and Dura Automotive Systems, There were a number of serious obstacles to overcome. The business was in crisis, its government giving us a pivotal role in the shaping of recent industry-wide restructurings. contracts were under official scrutiny, and it was losing its most valuable employees at an alarming In other industries, we have been representing the creditors’ committees rate. BearingPoint filed for bankruptcy protection. of Capmark Financial Group, Smurfit-Stone Container Corporation, and Our Corporate and Bankruptcy attorneys worked with our client to structure a bidding strategy which Magna Entertainment Corporation; the equity committee of W.R. Grace; allowed Deloitte LLP to secure the two primary assets of the NAPS business — key employees and and a variety of distressed investors in the Chapter 11 cases of Lyondell key contracts. The team focused on offering an attractive return to the sellers and their creditors while Chemical Corporation, CIT Group, ASARCO, Calpine, The Tribune Company, promoting employee retention and client acceptance. Client and Kramer Levin teams implemented and Charter Communications. Recent debtor representations include Saint seamless responses to an array of corporate, bankruptcy, and litigation issues. Together, we closed the Vincent Catholic Medical Centers, and Bally Total Fitness. transaction successfully within seven weeks of our client’s initial stalking horse bid, with Deloitte LLP acquiring 4,500 former BearingPoint employees and maintaining the contracts they served.

Clients say that at Kramer Levin ‘the level of service is exemplary...the quality of This team is extremely smart and effective, with some of advice and the dedication and attention of the attorneys is superb.’ The New York the most experienced bankruptcy partners around. “firm’s M&A experience is impressively diverse.... “ – Chambers USA – Legal 500 US in ranking national M&A” practices within the middle market ” Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 7 Kramer Levin was named the “Best Employment Team, Kramer Levin Naftalis & Frankel has generated an astonishing level of recognition USA 2010” by World Finance Legal Awards. on a national level. The high-profile cases the firm has been involved with in 2009 Employee Benefits and Executive Compensation alone have made the headlines.... Major companies, both public and private, regularly seek our advice on “ compliance and transactional matters involving employee benefit plans and – Benchmark Litigation 2010 as ranking the firm in the top tier of NY litigation firms executive compensation arrangements. In this capacity, for example, we counseled Alaska Tanker Company on the termination of its variable cash balance plan, and we serve as special outside counsel to the investment ” committee of a major insurance company regarding investment options available under its plan. Recently, we have played significant roles in the benefits Bear Stearns and the financial meltdown and compensation matters of companies in bankruptcy, including for the When the history of the recent financial crisis is written, one of the most dramatic chapters will no doubt be the collapse of Bear Official Unsecured Creditors’ Committees in the Chrysler LLC and General Stearns in early 2008. It was followed, in quick succession, by the failure of Lehman Bros., then by the well-publicized rescues of Motors bankruptcies. For several of these entities, we negotiated substantial Merrill Lynch, Washington Mutual, AIG, and others. modifications of employment and incentive arrangements that allowed for In the fall of 2007, months before market-wide forces and a spreading crisis of confidence would bring down some of Wall Street’s effective management both during and after the bankruptcy period. For Bally oldest and most venerable institutions, we were retained to represent Bear Stearns in the first criminal investigation arising out of Total Fitness, we negotiated employment agreements for senior management the collapsing credit markets. The investigation was centered on events and implemented the company’s equity incentive arrangements. leading up to the failure in the summer of 2007 of two Bear Stearns hedge funds that were invested in a range of structured credit products including mortgage-based collateralized debt obligations. Employment Law Ultimately, two Bear Stearns hedge fund managers were indicted and Economic turmoil has resulted in increased activity in both the litigation and criminally prosecuted (and later acquitted) by the Eastern District of New York U.S. Attorney’s office in connection with the failure of these advisory aspects of our Employment Law practice. Clients retained us to funds. But we were able to avoid the government pursuing charges handle two large FLSA wage and hour class actions. We also successfully tried against our client — a subsidiary of Bear Stearns itself — bucking several litigations and arbitrations. For example, in a FINRA case on behalf of the recent trend of the Department of Justice pressuring large public JPMorgan Chase/Bear Stearns, a whistle-blowing case was dismissed in its companies to enter into deferred or non-prosecution agreements and entirety by an arbitration panel, with over $600,000 awarded to our client. In pay large penalties in order to avoid the almost certain death-sentence other arbitrations, we represented Barclays in the dismissal of a national origin of a corporate indictment. discrimination case, UBS in the dismissal of a seven-figure bonus claim, and Since Bear Stearns’ subsequent acquisition by JPMorgan Chase, we have remained involved in a range of ongoing actions and Marathon Asset Management in the dismissal of a bonus claim brought by a investigations and litigations. We continue to represent them in government inquiries, in federal derivative lawsuits, and in a multi- former employee. Advisory matters included acting as employment counsel to billion dollar lawsuit brought by Bank of America, the first major bank-to-bank litigation arising out of the financial meltdown. Saint Vincent Catholic Medical Centers in connection with its restructuring and wind down as well as numerous restructurings, WARN issues, drafting of dozens of employment agreements, and counseling regarding employee terminations and discipline.

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 9 Keeping affordable housing in New York Environmental Work in our Environmental practice continues to grow as more and more Starrett City is the largest federally subsidized housing complex in the U.S. With nearly 6,000 apartments, its own schools, shopping center, and places of matters — from land use and development, to transactions, bankruptcies, and worship, the 140-acre Brooklyn enclave has long been recognized as a highly litigations — have significant environmental components. In theGeneral Motors successful example of racially-mixed, middle- to low-income housing. bankruptcy, for example, our well-known work for the Official Unsecured Partnering with our Real Estate group, the owners of Starrett City reached an Creditors’ Committee also included handling of federal and state governmental agreement with various government agencies to facilitate the sale or refinancing environmental claims, which were among the most important aspects of the of this mammoth complex and preserve its affordable rent structure as well as bankruptcy. We currently represent Avalon Bay Communities in the recovery of permit the current ownership to refinance on a similar basis as a new purchaser. up to $20 million in remediation costs for the clean-up of a contaminated site in The agreement with the government included adoption of specific enabling Queens. We advise TF Cornerstone, a real estate developer, in the completion legislation on a federal and state-wide basis. of the Queens West Project which will result in their eligibility for substantial With that agreement in place, our client put together a major refinancing of the brownfield tax credits. And we are representing another developer, RXR Glen complex, which also has required the extensive cooperation of city, state, and Isle Partners, in getting both state and federal approvals for a new billion- federal agencies, as well as a number of senior elected officials including Senator dollar, mixed use waterfront project in Glen Cove. Our litigation matters during Charles Schumer. the past year included representation of Forest City Ratner Companies LLP in multiple environmental challenges to the Atlantic Yards mega-development project in Brooklyn, which is now underway. We also represented Hines West Two big players, one big deal Fifty-Third Realty, LLC in the environmental review of a Jean Nouvel-designed In the wake of the financial meltdown, “risk management” is a recurring phrase on the lips of financial services companies everywhere. building in midtown Manhattan that will include gallery space for another client, Hungry for tools that can help these companies mitigate the risk in their portfolios, the market was ripe for a powerhouse provider. The Museum of Modern Art. Thanks to an approximate $1.6 billion merger, that powerhouse is now here. Our client, RiskMetrics Group, was known for its multi- asset risk management platform and its corporate governance tools. MSCI was a major player in equity risk models and analytics. MSCI’s acquisition of RiskMetrics creates a best-of-breed portfolio risk management offering that provides a seamless view of risk across the board. The combined company is expected to have a diversified revenue base, a strong cash flow, and a financial position that will enable aggressive investment in new market opportunities. Several of our practice areas were heavily involved in advising RiskMetrics in this acquisition, a cash and stock transaction valued Market sources identify [Kramer Levin] as the premier at $21.75 per share, hence the $1.6 billion figure. The transaction raised cutting-edge issues related to MSCI’s financing of the transaction given widespread concerns about the debt markets at the time. Our Corporate group took the lead role, with extensive zoning and land use firm in New York. support from Banking and Finance, Tax, Employee Benefits and Executive Compensation, and Intellectual Property. “ – Chambers” USA

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 11 Can a city face criminal charges? Financial Services We continue to be the go-to high-end firm in the registered funds area and our The fire in the Deutsche Bank building killed two New York City firefighters four of the top 20 fund complexes and triggered a massive investigation that revealed what has been called a list of prestigious clients includes . We “perfect storm” of errors. Our White Collar Defense group was brought in represent the independent directors of JPMorgan, Morgan Stanley, Invesco, to represent the City itself in this inquiry. OppenheimerFunds, First Eagle, and ProFunds/ProShares. On money-market The 41-story tower, which had been severely damaged in the 9/11 attacks, was fund issues, we represent some of these same companies, as well as Reich simultaneously undergoing both demolition and asbestos decontamination & Tang Funds and Victory Funds (Key Bank). We have long advised major when a carelessly tossed cigarette apparently ignited the fire. As firefighters clients on securities lending, governance, risk management, compliance, board tried to contain the blaze, they were hampered by a dismantled standpipe compensation, emerging regulation and legislation, and other key financial which was supposed to have supplied water in event of fire. Several staircases services issues. In one of our recent matters, we served as counsel to the had been sealed, making it more difficult to escape in an emergency. Two Independent Trustees of the Invesco Funds with respect to the acquisition by firefighters were trapped, and they lost their lives trying to get out. Invesco of management of some of the Morgan Stanley and Van Kampen funds We were able to show the Manhattan district attorney that criminal charges in a transaction which aggregated approximately $120 billion of assets. against the City and its agencies were unwarranted for legal, factual and equitable reasons. As a result, when indictments were handed down, manslaughter charges were brought against three construction supervisors and one subcontractor, but New York City faced no criminal charges.

[Kramer Levin] is one of the most knowledgeable firms in the U.S. with regard to the ’40 Act – it has a deep bench... The group has considerable trial experience and is widely respected for its white collar “[They are] often brought in on innovative projects and on criminal [defense] capabilities. Clients appreciate the group’s steady guidance in stressful issues requiring special expertise in board governance. “situations....The lawyers give thorough advice and deliver excellent results. – Legal 500 US – Chambers USA: General Commercial, The Elite and White Collar” Defense ” Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 13 Offering a deep bench of impressive attorneys, this firm has an excellent reputation for its meticulous handling of business immigration matters. “Clients specifically endorse the firm’s superb customer service, praising the strong relationships fostered by the lawyers. – Chambers USA, Ranking in top band of all firms Defending wireless signal technology in a patent plaintiff-friendly court Immigration The Eastern District of Texas, long known for its favorable rulings to patent- Our Business Immigration group continues to be ranked as one of the leading practices in the country, serving companies, financial” institutions, and other holding plaintiffs, is not the easiest court for defending a patent suit. But that’s what our intellectual property attorneys were there to do when our client, organizations in all aspects of business immigration. In recent representations, Sirius XM Radio, went to court over two patents for wireless signal technology. we assisted clients in acquiring temporary and permanent immigration status Just the year before, while defending the U.S. and Canadian subsidiaries for leading executives, managers, and professionals, and we counseled clients of another IP client, TS Tech Co., Ltd. (a subsidiary of Honda, the Japanese on employer sanctions and employment verification compliance programs. automotive maker), we successfully convinced the Federal Circuit to transfer the We also advised on the immigration consequences of corporate mergers and case out of the Eastern District of Texas, a landmark ruling which has enabled reorganizations, and handled a wide range of matters involving naturalization, numerous other defendants to transfer out of that district as well. The same judge relinquishment of citizenship, and retention of permanent residence. For whose ruling had been overturned also was assigned to the Sirius XM case. example, we represented a global insurance company in its compliance with The patents were asserted by Keystone Autonics, who pressed the court for a immigration requirements when it acquired the life insurance unit of a leading broad interpretation of their scope. After a two-year battle, the judge ruled for competitor, and a top ten global financial institution with immigration matters Sirius XM by agreeing to a much narrower scope than sought and, therefore, made clear there was no infringement. when it acquired a bank with approximately 10,000 employees. In reorganization scenarios, we represented a major international media company and a top Keystone, faced with a narrower-than-expected scope for its patents, dropped Asian investment bank the suit. with the immigration ramifications of restructuring the businesses. We have long been known for bringing leading artists into the country for both short- and long-term engagements, most recently including the cast of and technical staff for the theatrical productions of “Billy Elliot” and “A Behanding in Spokane.” With the recent liberalization of the law allowing foreign investors to qualify more easily for permanent residence Kramer Levin was named to the “BTI Client Service A-Team 2010.” status, we actively represent foreign national investors in seeking immigration status based on their substantial investments in their own enterprises or in special pre-approved investment vehicles. And we are actively involved on the legislative side, having proposed, analyzed, and commented on immigration reform measures.

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 15 Individual Clients A supremely strong group for representing lenders and committees in bankruptcy In a number of recent matters, we have represented the interests of high net-worth individuals, often in the transfer of wealth to the next generation. cases, with an excellent understanding of investment processes. We advised one client, a Europe-based U.S. citizen anticipating the sale of his business to a large public company, regarding the creation of a series of trusts – Chambers USA that would allow the transfer of millions of dollars of value to his children, free “ of any transfer tax. We helped another client implement a complex series of voting trust agreements and grantor retained annuity trusts that allowed him ” to transfer a majority interest in his corporation to his six children, while giving one of those children voting control. We advised a client with a valuable art Win, place and show: a bankruptcy in which we put our clients in the money collection regarding using a family artwork limited liability company to save When Magna Entertainment, the country’s leading owner of horse transfer taxes. And we have advised another client in separating his interests racing tracks, filed for bankruptcy in 2009, its creditors faced a from those of the other beneficiaries of a large estate in order to give him direct crisis. MI Developments (MID), Magna’s majority shareholder — control of his seven-figure share of the estate’s assets. and largest secured lender — had a history of exerting control over the company and was going to use its position as a secured creditor Intellectual Property to force a sale of Magna’s assets that would have left unsecured The recent wins of our Intellectual Property group have made headlines in a creditors with nothing. wide range of legal and industrial publications. A series of highly-publicized The unsecured creditors’ committee, which included bondholders favorable rulings, including one for Sirius XM Radio, in the Eastern District who were owed $225 million, turned to our Bankruptcy group to of Texas, has significantly changed the outlook for patent defendants in that challenge MID’s secured claims so unsecured creditors would be notoriously plaintiff-friendly venue. But beyond that, we successfully defended fairly paid. We conducted an investigation and determined that the Savient Pharmaceuticals committee had significant claims they could assert against MID and from the claims of an inventor that could have cost certain Magna directors. We sued MID on their behalf to eliminate the company hundreds of millions of dollars in profits. On behalf of ATMI, we MID’s claims, and, additionally, secured a ruling that allowed the obtained a rare summary judgment invalidating one disputed patent, then had committee to pursue claims against other third parties involved in two remaining patents declared unenforceable. We won the dismissal of a MID’s past domination of Magna. patent infringement action for StarTech Corp., a maker of waste management The result, announced in January 2010, was a settlement in which MID agreed to pay the unsecured creditors cash, plus additional technology. And we convinced the court to deny a restraining order and then a amounts from the sale of several racetracks. Thus far, creditors expect to be paid at least $130 million under the settlement. preliminary injunction against Nycomed that would have prevented them from selling a generic topical cream, finding that, among other things, the balance of both hardships and public interest favored our client’s case.

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 17 David v. Goliath: False advertising by a healthcare giant Land Use It was quite possibly the most comprehensive examination of false advertising claims ever. A 39-day trial with seven expert witnesses, Our land use attorneys have obtained approvals for some of the most 34 other witnesses, and over 1,400 exhibits. When the ruling came down, giant GE Healthcare was found liable for advertising that architecturally ambitious and innovative projects in New York City. We its x-ray contrast agent was superior to that of our client, Bracco represent major universities, teaching hospitals, medical centers, and Diagnostics Inc. other institutions, such as The Museum of Modern Art, in complex expansion A contrast agent is an intravenous drug that enhances the level of projects. We counseled Taconic Investment Partners in connection with the detail in x-rays. The superiority claim was based on a study in The rezoning of waterfront property for a mixed use development on Coney Island. New England Journal of Medicine that compared two such agents, We secured landmarks approvals for Carnegie Hall, enabling substantial both made by GE Healthcare. The study found that Visipaque, alterations including the construction of a new roof garden. We completed GE’s iso-osmolar contrast agent, had a better kidney safety record review processes for the ARC Project, a new rail tunnel under the Hudson River than Omnipaque, its low osmolar drug. and a new terminal under West 34th Street. We advised Extell Development From this study, GE extrapolated that Visipaque was therefore Company on land use matters involving the three million square foot Riverside superior to any and all low osmolar contrast media, including Center, as well as on its new 73-story building on West 57th Street. We advised Bracco’s product, Isovue. When GE claimed this in its advertising, Ironstate Holdings mentioning Isovue by name, Bracco took exception. Our in the development of approximately 900 residential Advertising Litigation group sued for false advertising on behalf units on the Staten Island waterfront. We represented Romanoff Equities in of Bracco. their new office/retail building adjoining the High Line, Disney/ABC in the When the exhaustive trial was over, GE was ordered to pay Bracco adaptive reuse of the former First Battery Armory, and RFR Holding LLC in at least $11.4 million in damages. It was permanently forbidden to the enlargement of the former Sotheby’s building on Madison Avenue. We are make false claims concerning Visipaque’s comparative safety profile. It was further ordered to post a press release about the decision representing Vornado Realty Trust in obtaining land use approvals for a 2.8 on its website, to issue corrective ads, and to retrain its sales and marketing staff to comply with the decision. million square foot building to be constructed across from Penn Station. We represented Weill Cornell Medical College in litigation challenging a variance allowing construction of a new bio-medical research building, and Forest City Ratner Companies LLC in litigation challenging approvals for the Atlantic Yards project.

Clearly a leader in zoning and land use work, this team is creative and diligent with broad-based experience. “ ”– Chambers USA Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 19 Not just any gold coins Litigation — Securities In the past year, our litigation attorneys again played key roles in major securities- 2009 brought a major constitutional victory for our client seeking to recover from the government ten of the most valuable coins in the world. related lawsuits. For example, after three dismissals and two favorable settlements regarding class action and other claims alleging over $10 billion in losses In 1933 the U.S. Mint produced nearly 500,000 “Double Eagles” — gold coins with a $20 face value. Around the same time, President Roosevelt took the country off the gold standard, so the government sought to melt the new coins into gold bars. Nonetheless, a arising from the bankruptcy of dairy conglomerate Parmalat Finanziaria SpA, we number of Double Eagles survived and found their way out of the Mint. continue to represent Deloitte Touche Tohmatsu in connection with remaining United Rentals Because of their rarity and the Mint’s contention that all 1933 Double Eagles are contraband subject to seizure, the coins exploded claims. We are defending , the world’s largest equipment rental in value. In 1996, undercover government agents seized a 1933 Double Eagle from one of our clients. After years of litigation, we company, in a class action suit relating to a failed merger agreement. In the successfully persuaded the government to drop its case, and the coin was sold in 2002 for $7.59 million. wake of the subprime mortgage crisis, we have represented JPMorgan Chase/ Soon thereafter, the Langbord family of Philadelphia discovered ten 1933 Double Bear Stearns in a number of regulatory matters and civil proceedings relating Eagles in a safe deposit box containing family heirlooms. to the high-profile collapse of two Bear Stearns investment funds. We represent In 2004, the Langbords hired us to help protect their interests. Without waiving senior officers in several financial services firms in connection with inquiries any rights, they transferred the coins to the government to be authenticated. into the transactions of those firms in structured financial products. We are also The Mint determined that the coins were authentic but refused to return them, representing the independent trustees of various mutual funds in securities claiming that the Double Eagles were government property that had been class actions arising from losses incurred by those funds during the recent obtained illegally. market downturn. We are defending Deloitte & Touche LLP against claims Because the government may not confiscate private property without proving brought by the RGH Liquidating Trust arising out of the liquidation of Reliance first that a crime was committed, we filed a lawsuit claiming violations of the Insurance Company, having previously obtained the dismissal of claims brought Fourth and Fifth Amendments. on behalf of Reliance’s parent companies and their bondholders. In the summer of 2009 a federal judge issued a sweeping and unprecedented ruling in our clients’ favor, concluding that the government had violated our clients’ constitutional rights by illegally seizing their property without due process of law and ordering the government to commence a forfeiture proceeding. The government must now either return the coins or prove in a court of law that they were stolen from the Mint in the 1930s.

The firm is filled with top-class litigators who can turn around your fortunes in the courtroom. “ – Chambers USA Kramer Levin Naftalis & Frankel LLP ” Kramer Levin | What Matters: A Review of 2009 and 2010 21 Litigation — White Collar Defense Kramer Levin ranked in the top ten for The Real Deal’s “Top 20 Our White Collar group continued to be one of the premier defense groups Law Firms with the Biggest NYC Real Estate Practices” list. in the nation. Among the highlights was the high-profile dismissal we won in favor of Kenneth Langone, the former head of the New York Stock Exchange Compensation Committee, clearing him of all charges relating to the compensation of NYSE Chairman Richard Grasso. We successfully represented City of New York Land Use approvals help create an iconic presence on the New York City skyline the in the criminal inquiry into the fire at the Deutsche Bank building that killed two city firefighters — no criminal charges were brought In New York City real estate, the visibility does not get much higher than the patch of land at 53 against the City or any of its agencies. We represented J. Pedro Reinhard in West 53rd Street in Manhattan. The site sits next door to The Museum of Modern Art, epicenter of his highly-publicized dispute — allegations were published on the front page the art world, and along a corridor distinguished by some of the best-known modern skyscrapers in of The Wall Street Journal — with his former company Dow Chemical, resulting the world. in a hotly contested litigation that was settled on mutually satisfactory terms. So when Hines West Fifty-Third Realty, LLC won approval for development of one of the city’s We conducted an internal investigation on behalf of Moody’s Corporation tallest buildings on that parcel, the visibility got even higher. regarding complaints about its securities rating methodology, the results of The building, designed by Pritzker Prize-winning architect Jean Nouvel, will be approximately as tall which were widely reported and cited in congressional hearings. as the Chrysler Building at 1,050 feet tall, will feature a hotel and residential condominiums, and will add nearly 40,000 square feet of new gallery space to the museum, giving it room to display more Real Estate works from its permanent collection. Our Real Estate practice group has been especially busy lately. We have Our land use and environmental attorneys advised both Hines and MoMA on zoning and Forest City Ratner Companies LLC environmental impact matters related to the transfer of development rights from two venerable represented in all litigations relating to landmarks, the University Club and St. Thomas Church, which required two separate special permits, the Atlantic Yards project in Brooklyn. We have represented Muss/Onex in the as well as the approval of the Landmarks Preservation Commission. The project will also benefit the development of SkyView, a $1 billion complex under construction in Flushing, American Folk Art Museum through the purchase of additional development rights. which includes 1,100 apartments and 800,000 square feet of retail space. We The City Council approved the project on October 28, 2009. represented Starwood Hotels in its $117 million sale of the retail portion of New York’s St. Regis Hotel, Stonehenge Partners in a joint-venture purchase of the legendary Brill Building, New York Life Insurance Company in the 414,000 square foot lease renewal and modification at 63 Madison Avenue, and the successor sponsor in the post-foreclosure acquisition, operation, and condominium sales at the Sheffield57. We counseled the enterprise and documented the transactions that culminated in the division of assets relating Best Lawyers in America 2010 ranked Kramer Levin as #1 in New York to the Rockrose organization and launched the on-going companies, Rockrose Development and TF Cornerstone. for both its real estate and land use practices.

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 23 Kramer Levin won the “Chapter 11 Reorganization of the Year” for Lawyers ‘gave us top-quality advice in a number of complex issues.’ Bally Total Fitness at the 2010 Global M&A Network’s Distressed There is also positive comment about the excellent level of partner M&A Deal Forum and Turnaround Atlas Awards Gala. “contact and involvement in instructions. – Legal 500 US in ranking Domestic Tax for the East Coast

Bally gets fit and emerges from bankruptcy Tax ” Bally Total Fitness entered 2008 with far too much debt to withstand the Our Tax group continues to provide advice and planning in connection with a greatest recession in decades. With the credit markets closed, Bally’s survival wide variety of federal, international, state, and local tax matters — including was in serious jeopardy. Its 375 locations and 13,000 jobs were at risk of significant tax controversies — to a broad range of clients with varying economic disappearing. considerations. Our clients range from multinational corporations, mid-size Our corporate restructuring team was brought in to reorganize the company. corporations, partnerships, and other entities, to high net-worth individuals They opted for the extraordinary step of a second Chapter 11 bankruptcy in in a variety of industries, including real estate, hedge funds, entertainment, less than two years. This time, the bankruptcy process was effective. and fashion. We represented a NYSE company in the structuring of a large In nine months, Bally reduced its debt from $800 million to $85 million and international joint venture. We represented a large privately-held apparel converted the remaining debt into equity of the reorganized company. The company in the sale of its assets to a publicly-traded corporation. We structured board recruited new management, eliminated weak locations, and created fashion licensing, royalty securitization, and joint venture transactions for a profitable health club business that continues to employ 13,000 people several A-list entertainment personalities. Recent representations of our and service over three million customers. Bally is an excellent example of highly-regarded state and local practice include representing two large how bankruptcy can be used as a tool to solve severe corporate and financial communications companies problems in a positive manner. , one in a controversy involving the tax treatment of satellite-delivered programming and another in analyzing state tax proposals for the communications industry. With the onslaught of bankruptcy matters in 2009, we have been called upon as tax counsel to debtors, creditors, equity holders, and/or creditors’ committees, both in and out of court.

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 25 Three countries, one transaction Paris Office The Paris office works very closely with the New York office on cross-border Our Paris attorneys can point to a long list of recent accomplishments in both litigation transactions and many other international matters. An example of seamless and non-litigation matters. For the Terra Foundation of American Art, we negotiated collaboration in a complex transaction was when we represented U.S.-based with governmental and public entities to create the new Museum of Impressionisms and NYSE-traded Systemax Inc. in its acquisition of France-based WStore in Giverny. We handled the acquisitions of French companies for Systemax, Chartis Europe, SA. Systemax sells computers, computer supplies, consumer International, and AVL. We represented bank pools in major restructurings of two listed electronics, and industrial products through a variety of channels, including Carrère Group Rodriguez Group branded e-commerce websites, retail stores, relationship marketers, and companies, and . Our extensive tax work included direct mail catalogs. This made them a good fit with WStore — a supplier representations on transfer-pricing issues for two U.S. multinational companies of software, hardware, peripheral supplies, other business IT products, and that are among the world leaders in the computer and chemical sectors and a consumer electronics — with operations in both France and the UK. With world-wide leader in packaging. We handled a number of commercial and finance- three countries participating, the details involved three sets of laws, three related litigations, as well as white-collar criminal cases such as our successful defense separate currencies, and three piles of paperwork in two different languages. of a major bank against fraudulent bankruptcy charges. We won a dismissal of false In each country there were antitrust laws to consider and employment advertising charges on behalf of a multinational Internet company. We successfully issues to work out. With offices on both sides of the Atlantic, our attorneys, handled several cross-border structured finance and securitization transactions, representing a number of practice areas, were able to manage these details smoothly, and the transaction closed on time in September 2009. including one involving a $400 million insurance-linked facility. And we participated in the international aspects of transactions mentioned elsewhere in this review, including the French-law aspects of the General Motors bankruptcy.

Kramer Levin is the attorney for many large French and international banks. [Firm attorneys listed are featured as] among the ‘best banking Kramer Levin is endowed with ‘profound expertise in the and finance lawyers in Paris’ [and] ‘absolute best banking and finance “ insurance sector’ and delivers advice that is ‘effective ....’ litigation specialists.’ – Legal 500 Paris ” – Legal 500 Paris “ ”

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 27 Charities and Community Support Pro Bono Leadership

Our attorneys and staff donated personal time, pro bono hours, and financial resources to approximately 225 charities in 2009. Recognizing that pro bono legal work has never As co-counsel with the Center for Constitutional Below is a representative sampling: been more important, we’ve stepped up our Rights, we helped win the high-profile release of leadership efforts in a number of vital areas. three ethnic Uighurs from eight years of unjust n 92nd Street Y n Friends of the High Line n New York Civil Liberties and unlawful imprisonment at Guantánamo Our most recent LGBT rights work generated n Alzheimer’s Association n Harlem Children’s Zone Union Foundation Bay. The three men, who had been persecuted considerable media attention. We were co- n American Cancer Society n Hellenic Times Scholarship n Northside Center for Child in their native China, were temporarily resettled Development counsel with ACLU in the case of a lesbian n Anti-Defamation League n Human Rights First in the island nation of Palau pending efforts to n Operation Smile Mississippi student who wanted to attend her n Appleseed n Immigration Equality find them permanent sanctuary. n Pencil, Inc. high school prom with her girlfriend and wearing n Asian American Bar Association n inMotion n Pro Bono Institute a tuxedo. When the school cancelled the prom In our ongoing commitment to families unable n Asian American Law Fund n Inner-city scholarships n RedLight Children rather than permit this, we helped convince the to afford legal assistance, two programs stand n Big Brothers Big Sisters n Juvenile Diabetes Research n court that our client’s First Amendment rights out. We continue to assign lawyers full-time to n Cancer Hope Network Foundation Sanctuary for Families n had been violated and secured a judgment South Brooklyn Legal Services for four-to-six n Center for Civic Responsibility n Lambda Legal South Brooklyn Legal Services n that included an award for damages and a month stints representing low-income tenants n Children at Heart n Lawyers Alliance for New York The ABNY Foundation district policy change banning discrimination or in Housing Court. We have also launched a n The ACLU Foundation n Chinatown Health Clinic n Legal Outreach harassment on the basis of sexual orientation program at P.S. 11 in Manhattan, helping n The Legal Aid Society n Christopher Reeves Paralysis Foundation n Legal Services NYC or gender identity expression. low-income families address legal problems n The Michael J. Fox Foundation n City Bar Justice Center n LGBT Community Center n that may affect students’ ability to attend or n The New York Bar Foundation Each year, we take on at least a dozen asylum City Parks Foundation n NAMI-NYC Metro succeed in school. n Theater for a New Audience cases for those fleeing persecution in their n Citymeals-on-wheels n National Center for Learning n n Coalition for the Homeless Disabilities Trust for Public Land home countries based on politics, religion, or Beyond our pro bono litigation efforts, we provide n n Cystic Fibrosis Foundation n National Lesbian & Gay Law Turn 2 Foundation sexual orientation. Recently we won asylum for legal assistance for literally dozens of non-profit n n Diversity Scholarship Foundation Foundation UJA Federation of New York a Tibetan refugee whose activities promoting organizations large and small. Of particular n n independence for his country led to his torture note is our substantial work for the William J. n Empire State Pride Agenda New York Cares Vera Institute of Justice n and imprisonment by the Chinese government. Clinton Foundation, established by the former n Equal Justice Works n New York Center for Autism Volunteer Lawyers for the Arts n Other cases have involved a Peruvian trans– president to help people around the world meet n Foundation for Individual Rights Research & Education Worldwide Orphans Foundation in Education n New York Center for Law and Justice n YWCA gender woman, a deaf Gambian human rights the challenges of global interdependence. We activist, and a Malian woman fleeing violent have assisted the foundation with a wide range attacks and death threats following the death of legal issues, including intellectual property, Legal Services NYC honored Kramer Levin as one of its “Pro Bono Visionaries” of her husband. transactional advice, contracts, leases, and event negotiations. for 2009 for its decade-long commitment to staffing a full-time Housing Court externship at South Brooklyn Legal Services.

Kramer Levin Naftalis & Frankel LLP Kramer Levin | What Matters: A Review of 2009 and 2010 29 Partners of the Firm

Peter A. Abruzzese Charlotte Moses Fischman Kevin B. Leblang Adam C. Rogoff Arthur H. Aufses III David J. Fisher Eric M. Lerner Scott S. Rosenblum Christopher S. Auguste David S. Frankel Ezra G. Levin Howard J. Rothman Thomas D. Balliett Alan R. Friedman Randy Lipsitz Theodore (Ted) Ruthizer Jay G. Baris Carl Frischling Christine Lutgens Robert T. Schmidt Philip Bentley Christophe Gaschin Douglas H. Mannal Paul H. Schoeman Barry H. Berke Richard H. Gilden Alexander Marquardt Paul D. Selver John Bessonette James P. Godman Jean-Pierre Mattout Terrence L. Shen Jeffrey L. Braun Steven M. Goldman Thomas Moers Mayer Michael T. Sillerman Jonathan H. Canter James A. Grayer J. Michael Mayerfeld Norman C. Simon Jonathan S. Caplan Ronald S. Greenberg Thomas E. Molner Stephen M. Sinaiko Pamela M. Capps Cheryl E. Hader Robert W. Morris Peter G. Smith Amy Caton Timothy P. Harkness Gary P. Naftalis Steven S. Sparling Kenneth Chin Barry Herzog Jay A. Neveloff William J. Spatz Nicholas L. Coch Robert N. Holtzman John C. Novogrod Howard T. Spilko Christopher A. Colvin Gregory Aaron Horowitz Michael S. Oberman John A. Stevenson Thomas E. Constance Dani R. James P. Bradley O’Neill Gary R. Tarnoff Jeffrey W. Davis Thomas T. Janover Christian Orengo Eric A. Tirschwell Vito J. DeBari Maria T. Jones Antoine Paszkiewicz Jeffrey S. Trachtman Michael J. Dell Philip S. Kaufman Paul S. Pearlman Neil R. Tucker Rémi Dhonneur Erica D. Klein Susan J. Penry-Williams Elise Wagner Abbe L. Dienstag Mark D. Koestler Marco Plankensteiner Jonathan M. Wagner Renaud Dubois Peter S. Kolevzon Bonnie D. Podolsky Charles S. Warren Matthew S. Dunn Kenneth P. Kopelman Allan E. Reznick Ernest S. Wechsler Kenneth H. Eckstein Michael Paul Korotkin Donald L. Rhoads Harold P. Weinberger Ronald M. Feiman Shari Kahn Krouner Paul M. Ritter Philip R. Weingold Reid Feldman Kerri Ann Law Jennifer L. Rochon Robin M. Wilcox

Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas 47, avenue Hoche www.kramerlevin.com New York NY 10036 75008 Paris, France 212.715.9100 (33-1) 44 09 46 00 Fax 212.715.8000 Fax (33-1) 44 09 46 01