Snapshot of 2012

2012 Annual Review Contents 01 Letter from the Chair 03 Client Stories 62 At the Intersection of Law and Policy 64 Financial Institutions Global Conference 65 Forum on the Future of Energy 66 Developments in US Liquefied Natural Gas Exports to 67 The New Silk Road: Asia Investment in the Middle East 68 Diversity 69 Pro Bono 70 Community Service 71 2012 Awards & Rankings

Latham & Watkins’ 2012 Annual Review has been printed on a certified FSC paper product, using soy-based inks.

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, , and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. Latham & Watkins practices in Saudi Arabia in association with the Law Office of Salman M. Al-Sudairi. In Qatar, Latham & Watkins LLP is licensed by the Qatar Financial Centre Authority. © Copyright 2013 Latham & Watkins. All Rights Reserved. Letter from the Chair

Dear Clients and Friends:

I hope you enjoy our 2012 Annual Review. It contains many client success stories and includes highlights of our values in action. Diversity, collaboration and teamwork are central to the culture of Latham & Watkins. Throughout 2012, we collaborated with clients around the world on some of their most complex and enterprise-changing matters. We also took every opportunity to listen to and talk with clients — leading to more efficient, effective and innovative ways to provide legal services to help solve their most critical issues.

Innovation has long been a hallmark at Latham, and this year, the firm was recognized as the #1 Most Innovative US Law Firm in the Financial Times US Innovative Lawyers 2012 report. The report, now in its third year, ranks US law firms “that are bringing fresh thinking and practices to solving business problems.” While we are honored to receive this accolade, we remain energized to explore even more creative ideas to assist Latham clients to respond to changing market conditions.

We expanded our successful webcast series introducing sessions on the US JOBS Act (Jumpstart Our Business Startups), and continued our successful proxy season series, among others. We also hosted and co-sponsored a number of high-profile conferences in London, Asia and the United States, examining issues such as the role of London as a financial center and the boom in the oil and gas sector in the United States.

As always, we remained dedicated to giving back to both the legal community as well as the communities in which we work and live. In response to the damage and loss along the Eastern US coast from Hurricane Sandy, the firm established a Hurricane Sandy Disaster Relief Matching 1 Program. Through this program, Latham matched contributions made by firm personnel to a number of organizations engaging in or supporting Hurricane Sandy disaster relief efforts. In addition, our lawyers and staff donated 176,000 hours in pro bono legal services around the world, and we were honored to receive the 2012 John H. Pickering Award from the Pro Bono Institute in recognition of our efforts to foster pro bono legal services worldwide.

Our thanks go to all of you who we had the pleasure of working with throughout 2012, as well as to all our many other friends and alumni in the legal and business communities.

Sincerely,

Robert M. Dell Chair and Managing Partner

Largest-ever Project Financing

US$20 Billion LNG Facility Slated for Completion in 2016 Clients Multiple Export Credit Agencies In a matter that has received numerous accolades, Latham and Commercial Lenders & Watkins served as counsel to eight export credit agencies from Japan, , Korea, France, and The Industry Energy – Oil & Gas , along with a syndicate of 33 commercial lenders, on a US$20 billion project financing of a liquefied natural gas Practices (LNG) project in Australia sponsored by INPEX Corporation Bank Finance and Total S.A. The financing efforts for the Ichthys LNG Project Development & project began in spring 2011 and the financing documents Finance Transactional Tax were signed in December 2012 (with financial close occurring in January 2013). According to press reports, the Ichthys Offices LNG project financing is the largest-ever arranged in the London international project finance market. New York Paris Capitalizing on Latham’s expertise and global resources Singapore in project and bank finance, LNG and energy, the firm Tokyo assembled a cross-border team to get the massive deal done. Washington, D.C.

The Ichthys project comprises the development of two gas liquefaction trains with a combined design capacity of 8.4-million tonnes per annum. LNG is produced by cooling natural gas to -161°C, when it becomes a liquid that can then be transported by LNG vessels. The LNG produced by the

Ichthys project will be supplied to seven Japanese utilities, 3 CPC Corporation of Taiwan and to affiliates of the sponsors. In addition to LNG, the project is also expected to produce 1.6-million tonnes per annum of liquefied petroleum gas and approximately 100,000-barrels per day of condensates.

This transaction was named “Asia-Pacific Deal of the Year” by Project Finance International and “Asia-Pacific Multisource Financing Deal of the Year” as well as “Global Deal of the

Year” by Project Finance magazine. n

Latham & Watkins • 2012 Annual Review

Defending Intellectual Property

Dismissal in Major Abstract Patents Case Client Amazon.com When the world’s largest online retailer needed to persuade a federal court in San Francisco to dismiss a suit brought Industries against it by a patent owner, it turned to Latham & Watkins. Internet & Digital Media Seattle-based Amazon.com was sued by OIP Technologies, & Consumer Products Inc., which claimed the company infringed its patent covering a method and apparatus for automatic pricing in Practices Intellectual Property Litigation online commerce. Supreme Court & Appellate

In a decision granting Amazon’s motion to dismiss all 62 claims at issue in the case, the US District Court for the Offices Silicon Valley Northern District of California agreed with the Latham team’s Washington, D.C. argument that the technology at issue was not patentable under US patent law. This was one of several victories for the firm, which has gained a growing reputation in successfully invalidating abstract patent claims under 35 U.S.C. §101.

Silicon Valley-based OIP claimed that the software Amazon uses online infringed on its patent, and sought a share of Amazon’s billions of dollars in revenue to compensate for what it said was unauthorized use of its technology. A team of intellectual property and appellate litigators prepared a defense based on lack of patent eligibility due to the abstract nature of the patent claims, at a time when the appellate 5 courts were issuing split opinions.

The judge in the case stated that the technology was not patentable because it was “directed toward the abstract idea of price optimization, which is a fundamental economic principle” that belongs in the public domain. n

Latham & Watkins • 2012 Annual Review

Sale of Q-Cells to : New Synergies in Solar Industry

Acquisition of German Solar Cell Maker Client Creates Third-largest Manufacturer Q-Cells SE

In August 2012, Latham & Watkins successfully advised Industries leading German photovoltaic manufacturer Q-Cells SE, as Cleantech well as its insolvency administrator, in the successful sale Industrials & Manufacturing of the company to South Korean conglomerate Hanwha Group. The transaction — which was approved by creditors Practices Antitrust & Competition of Q-Cells — launched a new entity, Hanwha Q-Cells, and Environmental Transactions created the third-largest solar manufacturer in the world, with Mergers & Acquisitions capacity in Germany, , and . Restructuring, Insolvency & Workouts An international team of Latham lawyers experienced in Technology Transactions Transactional Tax cross-border mergers and acquisitions, cleantech and the nuances of completing a deal out of a financial restructuring, Offices worked closely and intensely with Q-Cells on this demanding Chicago transaction. Led from the firm’s office, and after Frankfurt challenging negotiations in Germany, and Malaysia, Hamburg the team was able to structure a deal that met the approval Hong Kong London of creditors, the insolvency administrator and German Munich regulators — bringing together the world-class technologies Washington, D.C. and innovation of Q-Cells with the strong financial backing of a Fortune Global 500 company. 7 Hanwha acquired the German headquarters and research and development center of Q-Cells, the manufacturing facilities in Germany and Malaysia, several subsidiaries in other countries, as well as intellectual property in the form of patents and most of Q-Cells’ 1,200 employees — keeping production, technical know-how and jobs in Germany and Malaysia, while capitalizing on its ability to enter new markets as a global player in a growing industry. n

Latham & Watkins • 2012 Annual Review

Creating a Global Powerhouse

€4.25 Billion Merger Creates Third-largest Generic Client Drugmaker Watson Pharmaceuticals, Inc.

Latham & Watkins’ longtime client, Watson Pharmaceuticals, Industry Inc., is a leader in both the generic and branded Life Sciences pharmaceutical markets. With the help of a team of Latham lawyers, Watson acquired European generic rival Actavis Practices Group Hf in a €4.25–billion deal in October 2012, creating the Benefits, Compensation & Employment world’s third-largest generic drugmaker. Environmental Transactions Intellectual Property Latham assembled a global team, led by the firm’s Orange International Tax County and London offices, to steer due diligence, tax Mergers & Acquisitions planning and document negotiation efforts. The cross-border Transactional Tax deal, which was executed under English law, called for additional expertise in intellectual property, mergers and Offices Beijing acquisitions and environmental law, among other areas. Brussels Numerous subject matter experts from Latham collaborated London with Watson’s senior management team to bring the complex Los Angeles global deal to its successful completion. Madrid Milan The transaction more than doubles Watson’s international Moscow Munich reach and strengthens its commercial position in a number of New York key European markets, including in the emerging markets Orange County of central and eastern Europe and Russia. It also helps Watson Paris expand and diversify its business, making it a true global San Diego 9 force. The matter follows Latham’s representation of Watson Silicon Valley Tokyo in another groundbreaking transaction — a first-of-its-kind Washington, D.C. biosimilars joint venture with biotech giant Amgen, Inc. n

Latham & Watkins • 2012 Annual Review

Helping Companies Access the Capital Markets

New Law Opens Credit Markets to Private Companies Clients in Italy Banca IMI Credit Suisse SA In the first direct issuance by an unlisted Italian company Bank since the Decreto Sviluppo opened the Italian markets to companies to access the debt capital markets, Latham & Watkins represented the joint bookrunners Credit Suisse, Industry Containers, Packaging & Banca IMI, Natixis and UniCredit in a high yield bond Glass offering of €275 million Floating Rate Senior Secured Notes maturing in 2019. Practices Capital Markets The Decreto, or Law Decree, approved by the Italian Leveraged Finance government in August 2012, allows issuers to fully deduct Transactional Tax the interest expense on bonds issued by unlisted Italian companies and exempts interest payments to holders Offices resident in “whitelist” countries from withholding tax. London The issuer, Guala Closures S.p.A., is a leader in the Madrid production of non-refillable closures for spirits, soft drinks, Milan wine, oil, pharmaceuticals and cosmetics, operating on five New York continents, with 25 production facilities and a sales network in approximately 100 countries.

The Latham team, led by US and Italian corporate lawyers in Milan and London, collaborated with colleagues in Madrid and New York, who assisted with the US securities and tax 11 law aspects of the deal as well as the security documentation. The landmark transaction was the first-of-its-kind in Italy.

The deal is also noteworthy because of the role Latham’s Milan office played in helping to craft the legislation — one of Latham’s partners assisted the Italian government in drafting the new corporate and tax laws under which the Guala issuance was made, working with the Italian Ministry of Economic Development. The firm’s expertise in the high yield bond markets globally and in growing markets such as Italy, has led to the involvement of the Italian capital markets team in subsequent transactions by Rottapharm S.p.A.,

Cerved Technologies S.p.A and Zobele Holding S.p.A. n

Latham & Watkins • 2012 Annual Review

Bringing Joy Around the World

Mattel Acquires HIT Entertainment Client Mattel, Inc. Longtime client Mattel, Inc. turned to Latham & Watkins to complete its acquisition of UK-based HIT Entertainment Industries Limited, one of the largest independent owners of preschool Media & Entertainment intellectual property. The deal called upon Latham lawyers Retail & Consumer Products from several practice areas and offices to successfully bring the US$680 million matter to a close, uniting childhood icons Practices Antitrust & Competition Barbie®, Thomas the Tank Engine™ and Barney™. Benefits, Compensation & Employment The firm brought together an experienced multidisciplinary Environmental Transactions team, led by mergers and acquisitions lawyers from Los Intellectual Property Angeles. The team included lawyers adept in cross-border International Tax Mergers & Acquisitions transactions, particularly those involving acquisitions from a Real Estate privately held target. Latham’s merger control practitioners, Technology Transactions both in the US and UK, oversaw the antitrust and regulatory Transactional Tax aspects of the transaction, while tax lawyers with transactional and international expertise assisted with the tax issues for Offices Mattel. Latham lawyers also consulted on environmental, real Chicago Hong Kong estate and benefits and compensation issues. Houston London HIT Entertainment, with more than US$180 million in Los Angeles revenues, managed a global portfolio of popular preschool Orange County brands. With lines of business spanning television and video Silicon Valley production, content distribution, publishing and consumer Singapore 13 Tokyo products licensing, among others, in the UK, US, Canada, Washington, D.C. China and Japan, the deal also required the expertise of intellectual property lawyers fluent in cross-border issues.

With this acquisition, Mattel — the world’s largest toy company — combines HIT Entertainment’s global programming and licensing expertise with Mattel’s marketing, distribution and brand management capabilities. n

Latham & Watkins • 2012 Annual Review

Setting a New Benchmark

US$4 Billion Sukuk Issuance Clients Barwa Bank In July 2012, the State of Qatar in the Arabian Gulf returned to AG the international sovereign Sukuk market after an absence of HSBC QInvest nearly a decade to raise US$4 billion in a sovereign Sukuk that Bank was the largest US dollar-denominated Shari’ah-compliant debt issuance of its kind to date. The successful Qatari Industries offering was more than six times oversubscribed, including a Financial Institutions record low profit rate of 2.1 percent for a five-year tranche and Real Estate 3.24 percent for a ten-year tranche. Practices Latham & Watkins represented the joint lead managers — Capital Markets Barwa Bank, Deutsche Bank, HSBC, QInvest and Standard Islamic Finance Chartered — on the transaction, which was a significant development for the sovereign debt markets. Offices Doha The Sukuk had an Ijara structure, a rental or leasing Dubai agreement, where the originator sells assets to a special London Riyadh purpose vehicle that issues Sukuk certificates to obtain funding to pay for the assets. The underlying assets were state-owned buildings and land in Qatar, and the structure established a solid platform for future Shari’ah-compliant debt issuances of significant scale.

As well as advising the joint lead managers, Latham lawyers 15 advised the State of Qatar on Qatari law, and acted for Deutsche Bank as delegate.

This transaction was awarded the 2012 “Qatari Deal of the Year” and received an honorable mention in the “Sovereign” category by Islamic Finance news. n

Latham & Watkins • 2012 Annual Review

New Ways of Bringing Water to Southern California

Largest Desalination Facility in the Western Hemisphere Client Gets Green Light Poseidon Resources

A dedicated team of Latham & Watkins environmental and Industry finance lawyers helped Poseidon Resources navigate a maze Water/Wastewater of state and federal regulatory reviews and litigation during a 10-year period, as well as a range of financing, real estate Practices and corporate issues, to get its Carlsbad Desalination Project Energy & Infrastructure Project underway. In November 2012, an appellate court rejected the Siting & Defense Environmental Litigation 14th and final legal challenge to the construction of the project. Project Development & The decision capped a decade-long effort to approve the Finance building of the largest seawater desalination plant in the western hemisphere. Scheduled to commence commercial operations in Offices 2016, the Carlsbad plant will provide communities across the Los Angeles San Diego area with a locally controlled supply of 50–million Orange County gallons per day of high quality water — creating 2,300 jobs San Diego during construction and 575 jobs for the life of its operations, while generating up to US$5.3 million per year in increased property and business tax revenue.

In addition to court challenges, the Carlsbad facility cleared more than a dozen different regulatory reviews from state and local agencies, including the California Coastal Commission, State Lands Commission and Regional Water Quality Control

Board. In the penultimate lawsuit, the California Court of Appeal 17 upheld the conditions for withdrawing seawater from the Pacific Ocean and turned back a series of arguments made by an environmental non-profit group that sought to stop construction of the innovative project.

Advocating for the Carlsbad plant required an intimate and sophisticated knowledge of environmental laws and review procedures, and the approval process set clear precedents that should allow other such projects to proceed with more certainty and lower litigation costs. As the first court opinion interpreting key sections of state statutes for their application to desalination facilities, the final decision in the case will guide regulatory and judicial review of future desalination projects throughout California. n

Latham & Watkins • 2012 Annual Review

Italian Cartel Investigation

Latham’s European Antitrust Team Delivers Client Toshiba Medical Italia Latham & Watkins successfully defended Toshiba Medical

Italia (TMI), a medical equipment manufacturer, in a cartel Industry investigation brought by the Italian Antitrust Authority Healthcare Services & Providers (IAA). The IAA allegations centered on an alleged, complex bid-rigging scheme concerning a large public tender for Practice electro-medical equipment for hospitals in southern Italy. Antitrust & Competition TMI and subsidiaries of other large electro-medical device manufacturers had been fined a total of €5.5 million for Offices violations of EU competition law. Latham represented the Brussels company during both the IAA investigation and in the Milan appeal from the IAA decision. Rome

In its April 2012 ruling, the Administrative Court of Latium annulled the IAA decision in its entirety and on the merits. In a rare decision, it also ordered the IAA to pay the legal costs of TMI and the other parties. Latham’s defense of the company involved preparing extensive briefs and expert witness testimony, and appearing on the client’s behalf at the final oral hearing in Rome.n

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Star Power

Two Global Entertainment Powerhouses Merge Client Lucasfilm Ltd. In late 2012, Latham & Watkins advised Lucasfilm Ltd.

— the company behind the iconic Star Wars motion pictures Industry and a leader in entertainment, innovation and technology — Media & Entertainment on its acquisition by The Walt Disney Company, in a cash and stock deal valued at US$4.05 billion. Practices Antitrust & Competition The deal was widely covered by the business and legal press. Benefits, Compensation & Employment Lawyers in the Silicon Valley office led the Latham corporate Mergers & Acquisitions team, with contributions from Brussels, Chicago, New York Real Estate and San Francisco, to complete the landmark transaction. Technology Transactions Transactional Tax In addition to the Star Wars films, the acquisition includes

Lucasfilm’s operating businesses in live action film production, Offices consumer products, animation, visual effects and audio post- Brussels Chicago production. The deal combines two highly compatible family New York entertainment brands and strengthens the long-standing San Francisco relationship between them that already includes successful Silicon Valley integration of Star Wars content into Disney theme parks in Washington, D.C. the United States, France and Japan. n

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Challenging the EPA’s Transport Rule

Major Court of Appeals Victory Client EME Homer City Generation, L.P. In a case closely watched by every major power provider in the United States, Latham & Watkins served as counsel in the Industry successful representation of the lead petitioner in EME Homer Energy – Power City Generation, L.P. v. Environmental Protection Agency, in which the US Court of Appeals for the District of Columbia Practices Circuit ruled against federal regulators with respect to new Air Quality & Climate Change rules to control air pollution. Energy Regulatory & Markets Environmental Litigation EME, an independent power producer, filed for review of the Supreme Court & Appellate Environmental Protection Agency’s (EPA) Transport Rule, also known as the Cross-State Air Pollution Rule, which Office was designed to prevent power plants in certain “upwind” Washington, D.C. states in the eastern United States from emitting what were considered to be unacceptable levels of contaminants, such as sulfur dioxide and nitrogen oxides, across state borders.

In a 2–1 ruling, the appellate court agreed with EME and co-petitioners that the EPA exceeded its Clean Air Act authority when imposing the restrictions. In a major victory for the industry petitioners, the court upheld the Latham team’s argument that the agency had disregarded the core cooperative federalism framework of the Clean Air Act and contravened other key provisions of the Act. n 23

Latham & Watkins • 2012 Annual Review

Financing a Musical Powerhouse

Creating the World’s Largest Music Publisher Client UBS AG, Stamford Branch In June 2012, an investor consortium led by Sony Corp. completed its US$2.2–billion acquisition of EMI Music Industry Publishing, giving the Japanese company control of the Media & Entertainment largest music publishing empire in the world. The deal was financed with a US$1.225 billion term B loan and revolving Practices credit facility provided by UBS, with a Latham & Watkins Acquisition Finance Bank Finance team advising UBS.

Between EMI and Sony’s existing publishing business Offices Sony/ATV, the new company becomes a powerhouse in music Frankfurt London publishing, controlling the rights to more than 250 Beatles Los Angeles songs, several Motown classics and newer works by a roster of Madrid artists including Jay-Z, Norah Jones and Amy Winehouse. Milan New York This complex, high-profile and geographically expansive Orange County deal was led by lawyers in Los Angeles, who oversaw work on the senior secured loan to the acquirers and collaborated with lawyers from across Latham’s offices. The complex financing comprised two tranches: one US$1.15 billon term B loan facility maturing after six years, and one US$75 million revolving credit facility expiring after five years.

EMI Music Publishing is the music publishing division of 25 The EMI Group, once a FTSE 100-listed multinational music company headquartered in London. The company has now been broken up, with its music arm sold to Vivendi’s Universal

Music Group in 2011. n

Latham & Watkins • 2012 Annual Review

Second-largest Private Equity Deal in Germany

One of the Largest Public-to-Private Transactions Client Advent International in Germany Corporation

A team of Latham & Watkins lawyers was involved in one of Industry the largest public-to-private transactions in Germany by a Retail & Consumer Products private equity firm in 2012. Latham advised leading global private equity firm Advent International Corporation in its Practices voluntary tender offer for European retailer Douglas Holding Antitrust & Competition AG (Douglas). The €1.5–billion deal was ranked as the Leveraged Finance second-largest private equity deal in 2012 within Germany. Mergers & Acquisitions Private Equity A cross-border team of corporate lawyers, led by the firm’s Transactional Tax Frankfurt office, spearheaded the deal, which was a standout in the European market and nearly a year in the making. Offices Brussels The mergers and acquisitions team was joined by lawyers in Frankfurt Brussels and Hamburg. A finance team based in the London Hamburg office handled the complex financing for the transaction. London

Beauty Holding Three AG, a holding company, which is held indirectly through funds advised by Advent International, announced a voluntary public tender offer for all outstanding shares of Douglas Holding at an offer price of €38 per share. The deal met its 75 percent acceptance threshold and acquired approximately 96 percent in the course of the 27 tender offer.

Douglas, regarded as the #1 retailing group in Germany, operates five divisions that sell perfume, books, jewelry, confections and clothing at some 1,900 retail stores throughout Europe. The deal, which concluded in December 2012, was notable not only for its complex public-to-private structure, but also because the founding family of Douglas retained a 20 percent stake. Taking a public company private by a private equity firm is a relatively rare occurrence in Germany, and Latham is one of the few law firms in the country with the understanding and capacity to advise on such a deal. n

Latham & Watkins • 2012 Annual Review

Big Victory for Ernst & Young

Latham Prevails in Important Auditors’ Defense Matter Client Ernst & Young LLP Latham & Watkins’ lawyers won a major victory for Big Four accounting firm Ernst & Young LLP by obtaining dismissal of Industry the New York Attorney General’s (NYAG) claim that Ernst & Business Services – Accounting Young must disgorge and pay to the State of New York more than US$150 million in fees that Ernst & Young allegedly Practices received from failed investment bank Lehman Brothers. Securities Litigation and Professional Liability The NYAG sued Ernst & Young in 2010, alleging that the auditor violated New York’s Martin Act, an antifraud blue Offices sky law, in connection with its audits of Lehman, and sought New York all fees that the auditor received from Lehman since 2001, San Francisco Washington, D.C. plus restitution and damages. The NYAG’s lawsuit centered on repurchase transactions known as Repo 105, which the NYAG alleged Lehman used to manipulate its reported net leverage figures. After a hearing in December 2012, the judge issued a bench ruling in which he rejected the NYAG’s argument that disgorgement is available against Ernst & Young under the Martin Act, and dismissed the NYAG’s claim for disgorgement of Ernst & Young’s fees as an improper claim for punitive relief. n

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Seat Pagine Gialle Restructuring

Landmark Cross-border Restructuring Client Seat Lighthouse Bondholders Committee Latham & Watkins represented an ad hoc committee of bondholders in a restructuring involving approximately Industry €2.7 billion of debt of the listed Italian multimedia directories Media Advertising & publisher and information search services provider Seat Pagine Publishing Gialle S.p.A. Close collaboration between the firm’s Milan and London offices, among others, helped bring this landmark Practices restructuring to completion. Bank Finance Restructuring, Insolvency & Workouts The complex financial restructuring called for innovative and Transactional Tax creative problem solving from the Latham team. The team worked to complete a legal and options analysis that aligned Offices the interests of Seat Pagine Gialle and the bondholders, which Frankfurt ultimately paved the way to completion of the restructuring. Hamburg London The matter involved the first UK scheme of arrangement of Milan an Italian debtor, which was approved by the English courts, Munich New York and the first managed unwinding of a non-transparent Italian Washington, D.C. Bank Lender of Record (IBLOR) structure. Following the equitization of approximately €1.3 billion of subordinated bonds, the final step in the restructuring included a cross-border reverse merger to cure the company’s negative equity. As a result, our clients received 90 percent of the listed shares in the post-restructured group. 31

The restructuring, which was completed in September 2012, allowed the firm’s client to retain a significant stake in the business. n

Latham & Watkins • 2012 Annual Review

Stock Exchange Debut

Largest REIT Industry IPO Since May 2011 Client Spirit Realty Capital, Inc. Latham & Watkins’ lawyers advised real estate investment trust (REIT) Spirit Realty Capital, Inc. in its New York Stock Industry Exchange-listed initial public offering (IPO). The transaction, REITs with gross proceeds of US$500 million, was the largest REIT IPO in the US since May 2011. Practices Bank Finance A Latham team with extensive experience in REIT-specific Benefits, Compensation & Employment corporate, finance, real estate and tax issues led the deal, Capital Markets which involved a number of complicated restructuring and Real Estate financing transactions, including a new credit facility and the Transactional Tax conversion of certain senior indebtedness into equity in the newly public REIT. The net proceeds of the offering were used Offices to repay the remainder of the company’s senior indebtedness Chicago Houston in order to reduce its overall leverage. Los Angeles New York Spirit Realty Capital, Inc. is a self-administered REIT that specializes in single-tenant, free-standing properties in more than 45 US states. n

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Investment in a Legendary British Retailer

Cross-border Acquisition in Topshop/Topman Limited Client Leonard Green & Partners L.P. Leonard Green & Partners L.P. (LGP) is a US-based private equity firm with a solid track record of investments in the Industry Retail & Consumer Products retail industry. The firm continued its string of successes in the apparel sector with the acquisition of a 25 percent stake in iconic British fashion retailer Topshop/Topman Limited from Practices Antitrust & Competition Arcadia Group Brands Limited. Benefits, Compensation & Employment A cross-border, multidisciplinary team of Latham & Watkins Mergers & Acquisitions lawyers advised LGP on structuring and executing the Private Equity Real Estate transaction. Led by Latham’s Private Equity Practice, the Technology Transactions transaction required additional expertise in antitrust and Transactional Tax merger clearance, employee benefits and compensation, finance, intellectual property, real estate and tax. Offices Brussels Executed under English law, the purchase price of Chicago approximately US$555 (£345) million positions Topshop/ London

Topman for growth and further global expansion. n New York

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Securing Summary Judgment in Gulf Oil Spill Litigation Client Nalco Chemical Company Latham’s Environmental Team Prevails

In November 2012, Latham & Watkins’ lawyers obtained a Industry Chemicals summary judgment dismissal of numerous personal injury class action lawsuits filed against Nalco Chemical Company in Practices the multi-district BP oil spill litigation before the United States Environmental Litigation District Court for the Eastern District of Louisiana. Insurance Coverage Litigation Product Liability, Mass Torts Nalco’s product Corexit was the oil dispersant used, at the and Consumer Class Actions request of the United States Coast Guard, during the response to the April 2010 Deepwater Horizon oil spill. Nalco was Offices subsequently sued by individuals and putative classes who Chicago Los Angeles claimed to have suffered personal injuries and damages as Washington, D.C. a result of alleged exposure to Corexit. Nalco is the only defendant in these major lawsuits to be dismissed.

In the opinion, the district court judge ruled that the plaintiffs’ claims were preempted by the comprehensive oil spill response scheme set forth in the Clean Water Act and National Contingency Plan.

The judge wrote, “Nalco did not decide whether, when, where, how or in what quantities Corexit was applied in response to the Deepwater Horizon/Macondo Well oil 37 spill.” Allowing such claims might harm an all-out response to future spills. “If the court were to permit” the claims against Nalco, even if its product was found to be defective or dangerous, “then during the next substantial spill or ‘spill of national significance,’ the threat of liability might cause the manufacturer of dispersant X to refuse to provide its product.” n

Latham & Watkins • 2012 Annual Review

Largest European Initial Public Offering of the Year

German Debut Largest Since 2007 Client J.P. Morgan Latham & Watkins advised on Europe’s largest initial public UBS Investment Bank offering (IPO) of 2012 and the largest in Germany since 2007. An international team of Latham capital markets lawyers Industry Communications represented the underwriting syndicate, led by joint global coordinators J.P. Morgan and UBS Investment Bank, on Practices the deal. Capital Markets Transactional Tax Telefónica Deutschland Holding AG, the German subsidiary of ’s biggest telephone company, debuted on the Offices Frankfurt Stock Exchange in October, offering more than Frankfurt 258 million ordinary no par value registered shares and London raising approximately €1.5 billion. A London, Madrid and Madrid Frankfurt-led team handled all aspects of the deal, which Munich New York included a public offering in Germany and Luxembourg and a private placement in other jurisdictions, including in the United States.

The transaction was seen as a bright spot in the European IPO market. The deal, which was also the EU’s largest IPO in the telecommunications industry since 2004, establishes Telefónica Deutschland as the third-largest wireless company 39 in Germany. n

Latham & Watkins • 2012 Annual Review

Award-winning Project Financing

Innovative Financing Structure Clients Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. Latham & Watkins represented the arrangers in a project John Hancock Life Insurance financing for the development, construction and operation of Lloyds TSB Bank plc an approximately 127-megawatt photovoltaic solar electric Pacific Life Insurance Company generating facility to be located in Maricopa County, Arizona. Prudential Investment Management, Inc. The project, known as Arlington Valley Solar Energy II, is Nederland, New York scheduled to go online at the end of 2013, and is seen as an Branch industry benchmark for its innovative financing structure. Sovereign Bank Union Bank, N.A. The deal involved a bank fixed-rate note hybrid structure that allowed the borrower to maximize debt sizing while Industries Cleantech minimizing financing costs. This structure also allowed for Energy – Power greater flexibility with respect to cash flows. The end result was a four-tranche deal structure — new to project financing. Practices Bank Finance This new style of financing has gained notice in the market, Private Equity Finance and was recognized as the “North American Single Asset Project Development & Finance Deal of the Year” for 2012 by Project Finance magazine and was commended in the Financial Times US Innovative Offices Lawyers 2012 report. n Chicago Los Angeles New York Orange County San Diego San Francisco 41

Latham & Watkins • 2012 Annual Review

Cross-border Private Equity

Helping Clients Expand Into new Markets Client Onex Corporation Demonstrating the firm’s strength in international private equity and finance, a cross-office team of Latham & Watkins Industry lawyers advised on one of the biggest European private Industrials & Manufacturing equity transactions of 2012. In a deal involving several European and US offices, Latham advised Toronto-based Practices private equity firm Onex Corporation in its acquisition of Acquisition Finance Antitrust & Competition KraussMaffei AG, a German manufacturer of production and Benefits, Compensation & processing machinery and equipment for plastics and rubber. Employment Mergers & Acquisitions The €568-million transaction was a US-style financing in a Private Equity German-style auction, and included numerous cross-border Real Estate Transactional Tax antitrust and tax issues, as well as complex employment law questions. Onex financed a portion of the purchase price with Offices an equity investment of US$348 million. The acquisition is the Brussels first direct investment for Onex in Germany. Chicago Frankfurt KraussMaffei has more than 4,000 employees at sites in Hamburg Germany, , , and China, London with approximately €1 billion in revenue during the 2011–12 Los Angeles Moscow fiscal year.n Munich New York Washington, D.C.

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Latham & Watkins • 2012 Annual Review

Securing Victory and Entering New Markets

Dual Landmark Results for Long-standing Client Client BioMed Realty Trust, Inc. In one of the first “say-on-pay” shareholder derivative actions interpreting Section 951 of the Dodd-Frank Wall Street Reform Industry and Consumer Protection Act (Dodd-Frank), Latham & Watkins REITs litigators won a victory for BioMed Realty Trust, Inc., a real estate investment trust that focuses on the life sciences industry. The Practices lawsuit was brought as a result of Dodd-Frank’s requirement that Benefits, Compensation & most publicly traded companies seek a nonbinding shareholder Employment vote to approve executive compensation plans. The 2011 proxy Mergers & Acquisitions season, the first under the new framework, saw a rash of lawsuits Real Estate against companies that did not receive shareholder support for Securities Litigation & Professional Liability their executive compensation proposals. Technology Transactions Latham immediately went to work for BioMed, developing a Transactional Tax multi-pronged strategy utilizing Latham’s cross-disciplinary capabilities. The firm’s securities litigation lawyers teamed with Offices Latham’s corporate and compensation and benefits lawyers London to develop a forward-looking approach for BioMed aimed at San Diego avoiding protracted or additional litigation. This strategy proved San Francisco successful. The US District Court for the District of Maryland Silicon Valley granted BioMed’s initial motion to dismiss the action without leave to amend, adopting Latham’s arguments on behalf of BioMed. The court’s decision was one of only a few published opinions addressing “say-on-pay” litigation arising from the 2011 proxy season. 45 Latham also advised BioMed in one of the most high-profile real estate transactions in the UK in 2012. Leveraging the firm’s global platform and local acumen, a transatlantic team of lawyers helped BioMed expand its holdings with the acquisition of Granta Park in Cambridge. The £126.8–million property, with its proximity to the Cambridge University research community, is one of the premier life science clusters in the United Kingdom. The purchase includes 11 laboratory and office buildings as well as some 138,000–square feet of development and expansion rights. With this transaction, BioMed enters the global markets. n

Latham & Watkins • 2012 Annual Review

Inaugural Bond Offering

US$1 Billion Bond Offering is Largest Ever by a Client Thai Corporation PTT Global Chemical Public Company Limited

Latham & Watkins represented PTT Global Chemical Public Company Limited, Thailand’s largest integrated Industry Petrochemicals petrochemical and petroleum refining company, in connection with its inaugural US$1 billion bond offering. The issue, Practices consisting of 4.25 percent Senior Unsecured Notes due 2022, Capital Markets was listed on the Singapore Stock Exchange and represents Transactional Tax the largest single-tranche US-Dollar denominated bond offering by a Thai corporate entity. The bond also achieved Offices the lowest-ever coupon for a Thai 10-year fixed rate US Dollar Hong Kong denominated bond. Los Angeles New York The capital markets team on the deal was led by lawyers in Singapore the Singapore and Hong Kong offices. US tax advice for the transaction was provided by practitioners in the firm’s Los Angeles and New York offices.

PTT Global Chemical is an affiliate of PTT Public Company Limited. It was formed through the amalgamation of PTT Chemical Public Company Limited and PTT Aromatics and Refining Public Company Limited to be the chemical flagship of PTT Group. The diversified company is a leading producer of petrochemicals in Asia. n 47

Latham & Watkins • 2012 Annual Review

Cross-border Acquisition

US$1.12 Billion Leveraged Buyout Client Kohlberg Kravis Roberts & Co. In a deal that leveraged the strengths of a global platform,

Latham & Watkins was counsel to private equity firm Industry Kohlberg Kravis Roberts & Co. (KKR) in its US$1.12 billion Industrials & Manufacturing acquisition of Capital Safety Limited, a provider of safety harnesses and other fall-protection equipment. Practices Acquisition Finance Latham lawyers advised KKR on all aspects of the deal. Antitrust & Competition Benefits, Compensation & The team was comprised of lawyers with experience in Employment financing arrangements, benefits and compensation, antitrust, Environmental Transactions insurance, intellectual property, product liability, mergers and General Commercial Litigation acquisitions, real estate and tax. Insurance Coverage/Advice Intellectual Property Mergers & Acquisitions KKR bought the business from European buyout firm Arle Private Equity Finance Capital Partners, and its own debt financing unit played a Product Liability role in arranging financing for the transaction. KKR Capital Real Estate Markets LLC, KKR Corporate Lending LLC, UBS Securities Technology Transactions LLC, UBS Loan Finance LLC, Morgan Stanley Senior Transactional Tax Funding, Inc. and Mizuho Corporate Bank, Ltd. arranged the senior secured debt package. KKR Asset Management and Offices Brussels TCW Crescent Mezzanine Management V, LLC also arranged Frankfurt financing in the form of senior unsecured notes. Hong Kong London Led by the firm’s New York office, the cross-border deal is yet Los Angeles 49 another example of Latham’s ability to execute on all facets of Madrid New York a transaction and the advantages of its global reach. n Paris San Diego Silicon Valley Singapore Washington, D.C.

Latham & Watkins • 2012 Annual Review

Innovative Bank Financing

Structured Take-Private Deal Crosses Jurisdictions Clients , N.A. In an innovative model that might become the standard for Credit Suisse (USA) LLC such financings going forward, Latham & Watkins represented Jefferies Finance LLC the lead arrangers in an approximately US$1.78 (£1.27) billion financing from Bank of America, Credit Suisse and Jefferies Industries Financial Institutions for Vista Partners’ bid for Misys plc, a public company in the Information Technologies United Kingdom. – Hardware, Software & Services

The financing involved the sponsor creating a US borrower finance vehicle to access US financing for a predominately Practices Bank Finance European business. A team of Latham banking and finance Benefits, Compensation & lawyers from London and New York, showcasing the firm’s Employment strengths in working seamlessly across offices, structured the International Tax Mergers & Acquisitions multi-jurisdictional take-private deal, providing finance, tax Transactional Tax and mergers and acquisitions advice.

Misys, a company that develops software for the financial Offices London services industry, has been operating as a private company New York since the deal was completed in June 2012. n

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Latham & Watkins • 2012 Annual Review

Prevailing in the US Supreme Court

Landmark Tax Victory Clients Bausch & Lomb, Inc. Members of the Latham & Watkins Supreme Court & Home Concrete & Supply, LLC Appellate and Tax Controversy Practices won a significant victory on behalf of Home Concrete & Supply LLC, in a case Industries with major implications for US taxpayers. The case involved Healthcare Services & the limits of the government’s ability to collect tax deficiencies Providers stemming from the taxpayer’s overstatement of the basis in Construction Materials property, an issue that had arisen in numerous cases and caused split decisions among the federal appellate courts. Practices Supreme Court & Appellate The Internal Revenue Service (IRS) had urged the Tax Controversy US Supreme Court to grant review in another case from the US Court of Appeals for the Seventh Circuit that the Offices IRS had won. At the time of the Fourth Circuit’s decision in Chicago Home Concrete, Latham represented a different client in Washington, D.C. a similar case pending in the Second Circuit and had filed amicus briefs on the issue in seven other circuits, including in Home Concrete. The team also filed an amicus brief with the Supreme Court arguing that if the Court was inclined to grant certiorari on this issue, it should do so in the Fourth Circuit case rather than the Seventh Circuit case. The Latham strategy succeeded when the Supreme Court took the unusual step of disagreeing with the Solicitor General on the matter, and granted certiorari in Home Concrete. The team was then engaged as co-counsel by Home Concrete to handle the matter before the Supreme Court, which it won in a 53 5–4 decision.

Taking the lead in briefing and arguing the case, the Latham team devised a strategy that navigated the nuances of the complex statutory issue presented, emphasized existing Supreme Court precedent and used the factual circumstances of the case to prevail. The case establishes an important principle of administrative law concerning an agency’s authority to reinterpret a statute in the face of Supreme Court precedent interpreting the same statute. It also has been reported to implicate more than US$1 billion in tax revenue and represents a rare defeat for the IRS before the Supreme Court in a major tax dispute. n

Latham & Watkins • 2012 Annual Review

Global Business Acquisition

US$3.4 Billion Deal Creates New Company Clients BC Partners Private equity firms BC Partners and The Carlyle Group had The Carlyle Group a busy 2012. In July, they paired up to announce the purchase of Hamilton Sundstrand Industrial from US conglomerate Industries Aerospace, Defense & United Technologies Corporation for US$3.4 billion. Government Services BC Partners and Carlyle turned to Latham & Watkins for Industrials & Manufacturing advice on the deal, which closed in December 2012.

Practices The Latham team was led by the firm’s Washington, D.C. Antitrust & Competition office, and included offices throughout the Latham global Bank Finance network handling all aspects of the transaction. Mergers and Capital Markets acquisitions lawyers well versed in cross-border transactions Environmental Transactions Intellectual Property and the sale of divisional carve-outs worked closely with bank Mergers & Acquisitions finance, capital markets, intellectual property, real estate and Real Estate tax lawyers to complete the deal. Merger clearance with US Technology Transactions and other regulatory authorities was overseen by a team of Transactional Tax Latham lawyers in Brussels and Washington, D.C. Offices With the closing of the deal, the three global industrial Brussels businesses acquired — Milton Roy Company, Sullair Chicago Dubai Corporation and Sundyne LLC — have been rebranded Hong Kong as a newly created company with two strategic platforms: London flow control and industrial air compressors. It employs Madrid approximately 3,300 people and operates 19 manufacturing Paris 55 Singapore facilities in seven countries across four continents. n Tokyo Washington, D.C.

Latham & Watkins • 2012 Annual Review

Taking a Legend Public

IPO for one of the World’s Most Popular Teams Client Manchester United plc The legendary Manchester United football club is one of the world’s most popular sports teams with 659 million Industry followers around the globe, and its debut on the New York Media & Entertainment Stock Exchange in August 2012 was among the most hotly anticipated initial public offerings (IPO) of 2012. A team of Practices Latham & Watkins lawyers from three offices advised the Capital Markets Transactional Tax 135-year-old club on its IPO and the shares of the British soccer club sold to the public raised approximately US$233 million. Offices Manchester United, with a record 19 English Premier League London New York Championship wins, is one of the best-known brands on the Washington, D.C. planet. Half of the 16.7 million shares were sold by the club and the rest were sold by the club’s owners. The Glazer family who also own the Tampa Bay Buccaneers American football team, purchased Manchester United for US$1.47 billion seven years ago. The Glazer family retains control of the club after the IPO. n

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Latham & Watkins • 2012 Annual Review

Integrated Team Yields Results

Award-winning Accelerated Bookbuilt Offering Client Goldman Sachs An integrated team of financial products and capital markets lawyers advised Goldman Sachs as the sole bookrunner in Industries an innovative accelerated bookbuilt offering. The deal was Energy – Oil & Gas recognized as the “Best Accelerated Deal” in EuroWeek’s Financial Services inaugural EMEA Equity Capital Markets Awards 2011/2012. Practices The deal involved the sale of US$1 billion shares in Seadrill Capital Markets Limited, a leading offshore deepwater drilling company, by Derivatives Leveraged Finance Hemen Holdings Limited, the holding company of Seadrill’s Transactional Tax controlling shareholder, in reliance on Rule 144A and Regulation S. As part of the package, the buyers also entered Offices into over-the-counter 90-day at-the-money put options with London Goldman, which Goldman hedged through back-to-back New York put options with the selling shareholder. The structure was designed to provide buyers with 90-day downside price protection, which enabled the deal to go forward, in what EuroWeek described as a transaction that “showed how the ability to think creatively provided the opportunity to unlock an otherwise impossible — or at least heavily discounted — deal.”

Later in the year, Latham again advised Goldman Sachs as the initial purchaser in a high yield bond offering by Seadrill. 59 Comprising 5 ⁄ percent Senior Notes due 2017, the deal was structured under⁵ ₈ Rule 144A and Regulation S. The proceeds of the US$1 billion transaction were used to pay outstanding indebtedness on a number of credit facilities. n

Latham & Watkins • 2012 Annual Review

Groundbreaking Life Sciences Deal

US$1.35 Billion Acquisition of Cameron Health Client Boston Scientific Corporation When New York Stock Exchange-listed Boston Scientific Corporation acquired privately held medical device maker Industry Cameron Health, Inc., in March 2012, it took control of the Life Sciences world’s first defibrillator with wires that can be implanted under the skin instead of connected through veins to the Practices heart. Latham & Watkins’ Boston-based lawyers advised Mergers & Acquisitions Boston Scientific on the deal, which enables the company Transactional Tax to market the groundbreaking device, one that provides a less invasive option for patients to regulate heart rhythms. Office The US Food and Drug Administration (FDA) approved the Boston device, known as the S-ICD, in September 2012.

Latham’s mergers and acquisitions lawyers worked to structure the potentially US$1.35 billion acquisition such that the company paid US$150 million upfront, with an additional payment of US$150 million upon FDA approval and a total of US$1.05 billion in subsequent payments if specific revenue targets are met in the six years following the approval.

The deal marked the culmination of a decade-long relationship between the two companies, after Boston Scientific invested in Cameron Health during its research and product commercialization phases. Boston Scientific already 61 produces the industry’s thinnest, longest-lasting intravenous defibrillator, and now plans to develop the next generation of under-the-skin products. The S-ICD is commercially available in many countries in Europe and in New Zealand, with more than 1,300 devices already implanted in patients around the world. n

Latham & Watkins • 2012 Annual Review THOUGHT LEADERSHIP

At the Intersection of Law and Policy

Latham & Watkins’ commitment to helping clients on business-critical issues takes many forms. In 2012, for example, Latham lawyers in the United States and Europe served on task force and advisory groups which culminated in two highly publicized legal reforms aimed at creating greater access to the capital markets.

US JOBS Act In the US, Latham & Watkins was one of two law firms represented on the IPO Task Force, a group of industry experts whose membership included entrepreneurs, investors, venture capitalists, investment bankers, academics and former government Latham led the way in client outreach and officials. The IPO Task Force was formed education on the JOBS Act, speaking at after the US Treasury Department’s Access conferences and holding webcasts, seminars to Capital Conference in 2011 and produced and other JOBS Act programming. Of the IPOs a report on the IPO process. In its report, the that EGCs completed in 2012, Latham advised IPO Task Force suggested ways to streamline issuers or their underwriters in nearly 25 the IPO process in the United States while percent — more than any other law firm. maintaining existing investor protections. An overwhelming bipartisan majority of the US Latham’s JOBS Act-related activities for clients Congress implemented the recommendations and others in 2012 included: of the IPO Task Force in the IPO-related provisions of Title I of the Jumpstart Our Latham-hosted webcasts, seminars 20 Business Startups (JOBS) Act of 2012, which and other events became law on April 5, 2012. 62 Educational meetings with client 31 The US IPO market has long been groups recognized as an engine of innovation and Speaking engagements by 19 job growth. Based on the IPO Task Force’s Latham lawyers at seminars, work, the JOBS Act created a new category panels and conferences, hosted of issuer known as an “emerging growth by the American Bar Association, company (EGC)”, which benefits from a Practising Law Institute, streamlined process and a phased transition CorporateCounsel.net and others period, or on-ramp, that a private company can take on the road to becoming publicly traded. The newly implemented IPO on-ramp has already become a standard route in the IPO process — EGCs represent nearly two- thirds of companies that priced IPOs in the United States after the JOBS Act’s enactment. THOUGHT LEADERSHIP

New Measures in Italy Relieve Credit Crunch In Milan, Latham & Watkins was part of a The reforms led to immediate positive results group that offered technical and market with several closely held Italian companies guidance to Italy’s Ministry of Development. announcing their entry into the bond markets. At a 2011 meeting of 30 professionals Latham’s capital markets team in Milan has addressing approaches to re-launch the Italian been instrumental in bringing the first of economy, one of Latham’s partners presented these landmark transactions to a successful a paper on the legal and tax limitations faced close. The firm advised the joint bookrunners by Italian private companies when raising in the first post-reform bond issuance by an capital in the bond markets and proposed Italian company when Guala Closures S.p.A. suggested reforms. refinanced its existing credit facility with new bonds. A working group of academics, tax specialists and Latham’s corporate partner collaborated The firm played a role in advising clients in the with the Ministry of Development to present next two deals under the new legal framework. the proposed rule changes as part of overall Latham is the only law firm that was involved economic legislative reform undertaken by in each of the transactions. the Italian Treasury, Tax Authority and the Bank of Italy. After the law was approved by the Italian Cabinet in June and converted into law in August, the group worked with the Italian Tax Authority to introduce key amendments to facilitate the structure of bond issues. A Decree was made by the Italian Cabinet in October and converted into law in 63 December 2012. THOUGHT LEADERSHIP

Financial Institutions Global Conference

In the midst of the Eurozone crisis in June 2012, Latham & Watkins’ London office assembled an esteemed panel of regulatory, finance and political experts for a discussion of the policy and regulatory issues triggered by the crisis, and the uncertain future of London as a European and global financial capital.

As the economic crisis continued to unfold, Latham & Watkins convened 200 senior executives from the banking and business sectors in London for a lecture and panel discussion among prominent academic, business and political leaders debating the policy and regulatory outlook of the EU and its potential impact on the City of London The panelists covered many topics — as one of the world’s financial capitals. Niall from the regulatory, financial and political Ferguson, noted author and Professor of consequences of a breakup of the Eurozone History at Harvard University, delivered the and the impact of the UK government’s keynote address on the “Future of London.” influence on the financial crisis to the question The panelists, who in addition to Ferguson of whether there is a consensus among G20 included Mark Field, MP, Cities of London countries to harmonize regulation of the global & Westminster; Jeremy Quin, Managing financial sector. Professor Ferguson stated: Director, UK Regional Management, Deutsche “The macroeconomic issues and changes Bank; David Wright, Secretary General of in the regulatory environment pose real the International Organization of Securities challenges for the financial services sector. Commissions; and James Ashton, City Editor, London’s clout in the global economy is London Evening Standard; discussed the inextricably linked to its position as the most political mindset for the creation of a banking 64 comprehensive ‘full service’ financial capital and fiscal union and the policy and regulatory in the world. We have a highly integrated, response to the financial crisis, in particular highly complex global financial network, where whether response could adversely impact the financial stress ripples through the system to competitiveness of the City of London as a create global instability. With London at the global and European financial capital. center of this financial nervous system, it is far from immune to the consequences of an escalating eurozone crisis.”

Those in attendance were enthusiastic about the event, and praised the firm for hosting such a timely and important program. To view a video of Professor Ferguson’s keynote, visit LW.com. THOUGHT LEADERSHIP

Forum on the Future of Energy

In November 2012, Latham & Watkins and mergermarket hosted the Oil & Gas Forum on the future of the energy industry. The Houston-based conference transpired one day after the US Presidential election and featured keynote speakers James Carville and Mary Matalin, as well as industry and legal experts.

Understanding the future of the oil and natural James Carville and Mary Matalin also shared gas industry, a vital component of the global their insights on how the outcome of the US economy, is critical to the business community Presidential election will shape energy policy and political leaders. With global energy in the coming years. demand expected to increase about 30 percent by 2040, the oil and natural gas sector is expected to experience continued growth and to prosper well into the future.

The Oil & Gas Forum was designed to inform senior executives about changes in the energy landscape so that they are primed to take full advantage of favorable long-term industry dynamics. The presenters provided insight into important industry trends such as the continuing convergence to natural gas, expectations for the debt and equity capital markets, dealmaking trends, and the development of best practices for oil and gas extraction. 65 THOUGHT LEADERSHIP

Recent Developments in US Liquefied Natural Gas Exports to Japan

Latham lawyers from its award-winning project finance, energy and export practices hosted important and timely conferences on the LNG market.

Exhibiting its commitment to clients and client service takes many forms at Latham & Watkins. In 2012, the firm continued to broaden this concept by hosting innovative thought leadership events on current topics of importance to clients.

In the summer, Latham lawyers from offices in Tokyo, Singapore, Washington, D.C., Houston, and London presented to clients at a conference on the topic of Japan’s need to increase fuel imports, something that has the firm’s award-winning project finance, been receiving increasing attention as a energy and export practices, and was well result of a drop in Japanese nuclear power received by those attending. capacity. The June conference discussed The conference, which was the third in a recent developments in the US gas market series for clients of the firm, drew positive — particularly as it relates to the market for reviews from the audience, leading a liquefied natural gas (LNG) from the US — representative of one of Japan’s largest including gas pricing differentials, US export energy companies to comment that “the regulations, key environmental issues and the topics were very up to date and stimulating.” importance of LNG investments for Japan. Another participant noted that the seminar 66 The conference featured Latham lawyers from helped in “checking and confirming my understanding of the LNG business.”

Latham & Watkins regularly hosts conferences and seminars drawing on the experience of our lawyers to provide valuable and current insight to our clients. THOUGHT LEADERSHIP

The New Silk Road: Asia Investment in the Middle East

For two weeks in September 2012, Latham & Watkins presented a series of conferences, panels and roundtable events for clients and contacts across Asia. The conferences were held in five key cities in Asia, including Seoul, Tokyo, Beijing, Shanghai and Hong Kong, with a focus on growth opportunities in trade, commerce and investment between Asia and the Middle East. The events included keynote speakers and panel discussions led or moderated by Latham lawyers, on key issues specific to the regions.

Korea: Investing in and Venturing More than 200 delegates attended, including with Middle East Companies representatives of companies invested in or considering investments in the Middle East. In Seoul, the starting point for the New Key industry sectors represented at the Silk Road Conferences, Latham partnered conference ranged from power, technology, with client Korea Eximbank (KEXIM). The trade and natural resources, to financial keynote, given by Ki-Sub Nam, Senior services, engineering and manufacturing. Executive Director of KEXIM, focused on the opportunities and considerations for Hong Kong Roundtable: Korean corporations and lenders interested in Why Dubai Developed into a investing in alternative energy, infrastructure Financial and Logistical Hub for and petrochemicals projects in the Middle Chinese Investment in the Middle East. Panel discussions, moderated by a East and Africa number of Latham partners with experience working on cross-border transactions in Some 40 attendees participated in a the region, covered current market forces, roundtable made up of executives from business trends and investment conditions. numerous industry sectors to discuss Panelists included Jong-Hwa Kim, Director issues associated with increasing Chinese 67 General of Renewable Energy, Korea Electric investment in the Middle East. Power Corporation; Sangjin Ju, a Director in the Financial Advisory & Structuring Department, KEXIM; Paddy Padmanathan, CEO & President, ACWA Power; Christophe Mariot, Designate CEO, BNP Paribas in the Kingdom of Saudi Arabia; Amjad Ghori, Managing Director, Credit Agricole Corporate & Investment Bank; and Mark Aplin, Founding Partner, Verus Partners. THOUGHT LEADERSHIP

Diversity

Latham & Watkins is a leader in conceiving, advocating and implementing methods that ensure our lawyers, staff and paralegals are hired, trained and promoted fairly and with attention to the goals of equal opportunity and diversity in the practice of law.

Latham lawyers, paralegals and professional Latham also continues to actively incorporate staff comprise a rich mixture of different diversity into its recruiting efforts, and maintains races, ethnic backgrounds, sexual numerous committees devoted to diversity orientations, cultures and primary languages. outreach efforts, with the goal of attracting The firm is strengthened enormously by people whose diversity and quality reflect the this diversity, and this commitment enables best in the profession. Latham to retain the best lawyers and maintain one of the world’s leading law firms. The Latham & Watkins Diversity Scholars Program, launched in 2005, is designed to The American Lawyer’s 2012 “A-List,” increase the number of diverse law students based on four core professional values, studying at ABA-accredited US law schools including workplace diversity, ranked Latham who want to pursue a career at a global law among the leading US law firms for the firm. In its seventh year, Latham expanded the 10th consecutive year. In addition, Working program by offering six students US$10,000 Mother and Flex-Time Lawyers recognized scholarships for their third year of law school. the firm as a “2012 Best Law Firm for Women.” To help students get off to a good start during their first year of law school, Latham offered As part of the firm’s scholarships to select students at Georgetown, participation in the London Northwestern, NYU, Stanford and UC Davis legal community’s PRIME to attend Law Preview’s intensive, week-long

68 social mobility initiative, program that provides an overview of law Latham’s London office school and the key skills to succeed. hosted ten students from high schools in central London for a week- Latham partnered with Sponsors for long work experience program. The program, Educational Opportunity (SEO) to host its which aims to provide access to quality work interns in the New York, Washington D.C. and experience to students from less privileged London offices. SEO organizes internships for backgrounds, provided mentorships with talented, underrepresented students of color Latham lawyers and participation in a who have been accepted to top law schools. full curriculum of training, activities and Continuing its commitment to the long-term presentations, including introductions to the success of women, Latham’s Women Enriching different practice areas and support functions Business (WEB) initiative held programs at the firm. to address the business challenges and opportunities unique to women lawyers and existing and prospective women clients. n THOUGHT LEADERSHIP

Pro Bono

At Latham & Watkins, we are privileged to be able to engage in what we do best on behalf of those most in need. The firm’s steadfast, long- 176,000 hours of pro bono work in 2012 standing institutional commitment to pro bono and community service makes this possible. 2.2 million hours In addition to significant and sustained funding since 2000 for our pro bono program, Latham provides its lawyers with full billable hour credit for all time US$91 million devoted to pro bono matters. value of services

Latham is one of the world’s largest providers of free legal services. In 2012, with more than 2,000 lawyers, paralegals, summer 107 277 1,673 summer paralegals, associates, trainees and professional staff in lawyers associates trainees, staff 31 offices across 14 countries participating in our program, the firm provided more than 176,000 hours of free legal services valued at approximately US$91 million. Since 2000, with contributions from nearly 100 lawyers Latham has provided more than 2.2 million and professional staff from across the firm, hours valued in excess of US$851 million. we released the 2012 edition of the “Survey of Pro Bono Practices and Opportunities in Our firm’s commitment to pro bono is best Various Jurisdictions.” And we were honored reflected in the dedication, compassion and to receive the 2012 John H. Pickering Award diligence our lawyers bring to each of the from the Pro Bono Institute, which recognizes hundreds of pro bono matters we take on our pro bono work and commitment to each year. Our program spans the globe, fostering pro bono globally. 69 involving our offices in the United States, Europe, Asia and the Middle East, and At Latham, we recognize that we are fortunate touches upon nearly every area of public to have the ability to help ensure that the interest law, including veterans’ rights, doors of justice are open to all. By offering pro asylum and immigration, children, domestic bono legal services to low-income individuals violence, Holocaust reparations, prisoners’ and nonprofit organizations without the rights, election protection, microfinance and means to pay, we take an active role in our civil rights. communities and make public interest issues integral to our practice of law. To learn more This year, we undertook several international, about Latham’s pro bono work, read our 2012 cross-office collaborations in support of efforts Pro Bono Annual Review at LW.com. n addressing such diverse issues as human trafficking, discrimination, homelessness, gender equality, land rights and free expression. We developed several new pro bono partnerships and projects, and we continued our efforts to develop nascent pro bono cultures around the world. In addition, THOUGHT LEADERSHIP

Community Service

The community service initiatives at Latham office regularly welcomes ninth graders & Watkins embody our values — character, from Thurgood Marshall Academy for “Law energy, teamwork and excellence. In addition Day”, at which our lawyers lead mock trials to our robust pro bono program, we undertake and discussions on advocacy, negotiation a variety of public service projects around and other legal issues. In London, our office the world. has developed a mentoring program with Centrepoint that helps homeless young people For example, our Barcelona, Brussels, develop professional skills. Frankfurt, Hamburg, London, Madrid, Milan, Moscow, Munich, Paris and Rome offices In the aftermath of Hurricane Sandy in the came together in 2012 to raise money United States, Latham and firm personnel to purchase more than 200 supply-filled contributed more than US$216,000 to disaster shoeboxes for impoverished families, children relief efforts. Our New York office launched and the elderly in . a Hurricane Sandy Pro Bono Initiative to provide critical pro bono legal services to In Hong Kong, our lawyers, staff and their those in communities devastated by the storm. families joined the Walk for Millions, which The firm also created an internal employee benefits the Community Chest, a nonprofit assistance program that included support organization that provides grants to social from our Insurance Recovery Practice Group, welfare projects and agencies. And, in Los a virtual message board where Latham Angeles, our personnel climbed the steps employees affected by Hurricane Sandy could of the tallest building west of the Mississippi solicit help and other employees could offer River to raise money for the YMCA’s assistance, and a seminar on federal and community programs. The YMCA Stair Climb state aid programs. was created 19 years ago by a Latham partner whose exercise routine included Our Doha office hosted its second annual 70 jogging the stairs of the building. Eidsgiving Family Dinner in November. Inspired by the shared spirit of US This year, we once again participated in the Thanksgiving and the Muslim holiday of Eid Carrera de la Ciencia, a 10-kilometer race al-Adha — both holidays involve expressing in Madrid to benefit Fundación Deporte y gratitude, embracing family and sharing with Desafío, a nonprofit organization whose those in need — our staff cooked up a feast. primary objective is the social integration As part of the celebration, the office asked that of physically, mentally, visually or hearing- participants donate money to the charity of challenged people through specially adapted their choice. sports and outdoor activities. With a record- breaking 185 runners, Latham was the largest These are just a few of the many public participant in the race. service efforts our personnel undertook in 2012. To learn more about Latham’s Volunteering is also important to us. In community service efforts, read our 2012 Pro Silicon Valley, our lawyers and staff serve as Bono Annual Review at LW.com. n “Reading Buddies”, helping children discover the joy of a good book. Our Washington, D.C. 2012 Awards & Rankings

Latham & Watkins is gratified to have received numerous firmwide accolades in 2012, in addition to the awards and rankings garnered for its work at an industry and practice level. A more comprehensive listing of 2012 accolades can be found at LW.com.

Financial Times US Innovative Lawyers Report Latham & Watkins garnered the top spot in the Financial Times 2012 US Innovative Lawyers report, which ranks law firms that are “bringing fresh thinking and practices to solving business problems in America.” Latham’s #1 overall ranking in the FT Law 25 Index recognizes the firm as one that displays “resilience to changing market conditions and a commitment to innovation that marks them out to their clients.”

The American Lawyer “A-List” For the 10th consecutive year, Latham & Watkins was named to The American Lawyer’s “A-List,” which identifies “firms that represent the industry’s all-around best” by accounting for factors such as revenue per lawyer, pro bono participation, associate satisfaction and workplace diversity. Latham is one of only four firms to have appeared on the “A-List” every year since its founding in 2003.

Corporate Board Member/FTI Consulting Survey Latham & Watkins ranked #4 in a poll of US general counsel and #8 among corporate directors in the 2012 study of leading US corporate law firms issued by Corporate Board Member magazine and FTI Consulting. This is the 12th consecutive year that Latham has been ranked in the survey, which recognizes select law firms “for strong corporate stewardship and commitment to providing outstanding client service.” 71

Acritas “Sharplegal Global Elite Brand Index” Latham & Watkins was recognized as one of the Top 20 most powerful law firm brands in the world in a global survey by Acritas, a leading market research firm. The research, based on a survey of more than 1,000 in-house counsel whose companies gross at least US$1 billion in annual revenue, factored brand awareness, favorability and firms that in-house counsel would consider for both multijurisdictional litigation and transaction capabilities.

Working Mother magazine and Flex-Time Lawyers Working Mother magazine and Flex-Time Lawyers has selected Latham & Watkins to their “2012 Best Law Firms for Women” list. The list was founded to “celebrate the law firms that are most successful in retaining and promoting women lawyers,” according to Working Mother/Flex-Time Lawyers. Latham has been named a “Best Law Firm for Women” since 2008. Asia Beijing Hong Kong Shanghai Singapore Tokyo

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