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Annual Review 3 14 04.Qxd Dear Friends: On behalf of our attorneys and staff, I am pleased to present to you Proskauer Rose’s 2003 Annual Review, which highlights many of the interesting matters we handled for our clients. 2003 was a year of significant growth and development for Proskauer. Our attention was directed to the everyday issues our clients face: contractual obligations, government regulations, investment and finance, trademarks, copyrights and patents, and employee rights and benefits, to name a few. We demonstrated yet again that our legal talent and experience runs wide and deep, and that our work is very much a team effort drawing upon attorneys from each of our departments and offices. We also focused on the not-so-everyday issues faced by our clients. And in these complex and often groundbreaking matters we are fortunate to be able to call upon some of the greatest minds in the legal community including one former U.S. Attorney, former Assistant U.S. Attorneys, a former SEC director, Bar Presidents, and several who have held government posts. With the addition of twenty partners, counsel and senior counsel who joined us last year (their photos appearing throughout this book), we strive to offer our clients the very best in legal representation and service. Proskauer has always been defined by its commitment to public service and a desire to give back, and 2003 was no exception. Our attorneys were cited for their many pro bono projects and participation in civic and charitable events. We are thankful to our clients and colleagues for the opportunities afforded us, and we look forward to the challenges that lie ahead. Sincerely, Alan S. Jaffe, Chairman Louis M. Solomon, Elise Yablonski, Hal S. Shaftel, Colin A. Underwood, Bertrand C. Sellier, Daryn Grossman, John C. Stellabotte, Michael S. Lazaroff, Claude M. Millman, Partner Senior Counsel Partner Partner Partner Partner Senior Counsel Senior Counsel Partner PROSKAUERROSE LLP® ANNUAL REVIEW 2003 Corporate 2 Labor 6 Litigation 10 Sports 14 Real Estate 17 Health Care 20 CONTENTS Noteworthy 23 Michael A. Katz, Jennifer R. Scullion, George D. Karibjanian, Michael J. Album, Margaret A. Dale, Edwin M. Baum, Joanne Orizal, Steven Yarusinsky, Donald C. Dowling, Jr., Senior Counsel Senior Counsel Senior Counsel Partner Partner Partner Senior Counsel Senior Counsel Senior Counsel CORPORATE PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROS ALCATEL We represented Alcatel, a leading global supplier of high- technology equipment, in its $152 million acquisition of TiMetra, and the acquisition of stock in iMagicTV Inc. valued at $32.2 million. We also represented Alcatel in the sale of its optical components businesses to Avanex Corp., a leading provider of intelligent photonic solutions, for approximately $135 million. LINCOLNSHIRE MANAGEMENT, INC. Lincolnshire Management is engaged in the acquisition, ownership, and supervision of businesses for the accounts of the Lincolnshire Equity Funds. Among other transactions we were involved in this year, we represented Lincolnshire in a stock sale to a Fenway Partners Inc. affiliate, Riddell Sports Group, Inc., a leading provider of football helmets, athletic equipment, uniforms, and practice wear. RELATED CAPITAL COMPANY We represented Related Capital Company, a prominent real estate financial services company, in the acquisition of Assisting large public Related by CharterMac for approximately $338 million. We also represented Related Capital in connection with: companies, private The $94 million redevelopment of a three-square-block area of the North Beach section of San Francisco, near Fisherman’s Wharf, the second-largest Section 42 equity and venture transaction undertaken in the past decade. The formation of Related Corporate Partners XXIII, L.P., capital funds, Related Corporate Partners XXIV, L.P., and Related Corporate Partners XXV, L.P. funds, which each raised $175 million to invest in approximately 60 affordable housing projects throughout the U.S. medium and small The closings of Related Guaranteed Corporate Partners – Series C and Related Guaranteed Corporate Partners – cap companies, Series D, each fund formed to invest in affordable housing projects throughout the U.S. with contributions exceeding $150 million. and entrepreneurs 3 UER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW CHARTERHOUSE GROUP INTERNATIONAL, INC. We represented Charterhouse, a leading private equity group, in the acquisition of a controlling interest in Oakleaf Waste Management, LLC, a privately held company in the non-hazardous solid waste disposal industry, among other transactions. JEFFERIES & COMPANY, INC. We represented Jefferies & Company, Inc., a leading investment bank serving middle-market investors and issuers, in the following transactions: Financial advisor to Samsonite Corporation in connection with its $807.5 million recapitalization and restructuring plan. Financial advisor to the special committee of the Board of Directors of Fidelity National Information Solutions, Inc., in connection with its $365 million acquisition. THE PEPSI BOTTLING GROUP, INC. Our representation of Bottling Group, LLC, the principal operating subsidiary of The Pepsi Bottling Group, Inc. and the world’s largest manufacturer, seller, and distributor of carbonated and non-carbonated Pepsi-Cola beverages, involved a number of transactions, including underwritten offerings of $400 million and $500 million. PITNEY BOWES, INC. We represented Pitney Bowes, a global leader in the development, manufacturing, and distribution of mailing solutions for business customers, in connection with its acquisition of DDD Company, a provider of secure mail processing and messenger services, for $49.5 million. UER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW 4 PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROS CELGENE CORPORATION Celgene, one of the top ten U.S. biotech companies, utilized our services in numerous transactions, including a $400 million private offering of convertible notes, initially purchased by Morgan Stanley. IMPULSE DYNAMICS N.V. We represented Impulse Dynamics N.V. in a transaction with Johnson & Johnson, in which J&J provided substantial funding to Impulse for its U.S. clinical trials, and acquired Impulse’s innovative cardiology products and patents for approximately $350 million. PROBITAS PHARMA, S.A. We represented Grifols Biologicals, Inc., a subsidiary of Probitas Pharma, S.A., a Spanish biopharmaceutical company, in the acquisition of certain assets of Alpha Therapeutic Corporation. WFD VENTURES LLC We represented WFD Ventures, a venture capital fund focused on investing in the medical device and business process outsourcing industries, in connection with a number of transactions including the formation of a $250 million health care fund, focused on early- to later-stage medical technology and software outsourcing companies. PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROS 5 LABOR PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROS CORPORATE EXPRESS OFFICE PRODUCTS, INC. Halting an anti-business trend in the law, we obtained a victory for Corporate Express Office Products, Inc. in Florida’s highest court by winning a unanimous reversal of an appellate court decision that deprived a successor company of its right to enforce non-compete agreements that its former employees had entered into with the predecessor company. REALTY ADVISORY BOARD ON LABOR RELATIONS, INC. We helped our client, the Realty Advisory Board on Labor Relations, Inc., obtain a new collective bargaining agreement with Local 32B-32J, Service Employees International Union, which represents 28,000 apartment building doormen, porters, elevator operators and superintendents in New York City. The often very difficult negotiations yielded a settlement and avoided a strike that would have left city residents taking out their own trash, and with more concerns than ever about building security. METLIFE Proskauer’s We continued our representation of Metropolitan Life Insurance Company, whom we serve as counsel for employment litigation matters throughout the United States. We defended the Labor & Employment company in a nationwide class action lawsuit alleging sex discrimination within the company’s financial services sales force. The lawsuit was brought by five women who sought to Law practice is in a represent a class of several thousand current, former, and prospective employees. After significantly limiting the class size and the claims at issue over the course of the litigation, we successfully negotiated a comprehensive settlement. “league of its own” MUSICIANS’ STRIKE As part of its long-standing relationship with The League of American Theatres and Producers, we represented the League in its negotiations with Local 802 of the American Federation of Musicians. After numerous around-the-clock bargaining Chamber’s USA sessions and a brief strike that resulted in the cancellation of a number of Broadway musicals, the League and Local 802 America’s Leading reached a new collective bargaining agreement that achieved, Business Lawyers among other things, the League’s primary goal of 2003-2004 edition significantly reducing
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