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

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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.

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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.

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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 the number of musicians required for future Broadway musicals.

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IMERYS INTERNATIONAL LABOR After four years of continuous litigation in federal court in & EMPLOYMENT LAW Georgia, we obtained summary judgment in favor of PRACTICE GROUP IMERYS, the French mining and mineral giant, and its U.S. In 2003, our international labor and employment law subsidiaries in Hartley v. IMERYS. The plaintiff, who was attorneys continued to counsel companies doing the former president and CEO of IMERYS’ largest U.S. business globally. We provided multinational subsidiary, asserted claims of national origin organizations with advice and participated in strategic discrimination, and breach of the covenant of good faith planning that concerned “offshoring” integrated worldwide and fair dealing after his employment was terminated and workforces, launching global human resources programs, he was “replaced” by his longtime rival. solving cross-border employment and employee benefits law problems, and ensuring that global operations comply with employment laws and WAGE & HOUR LITIGATION corporate policy worldwide. We won a summary judgment motion for our client, a large insurance company, in a collective action brought under the Fair Labor Standards Act in federal district court ON-LLINE TRAINING PRODUCTS in Arkansas. In the case, the plaintiff insurance adjustors We continue to expand our efforts with WeComply, a alleged that they were entitled to overtime pay; the leading provider of on-line compliance training tools, to decision impacted over 3,000 adjustors nationwide. develop a series of fully customizable workforce training programs. Using Proskauer-developed materials, the programs cover topics such as preventing workplace EMPLOYMENT LITIGATION discrimination and harassment, interviewing within the Among other clients, we also continue to represent law, and company codes of conduct. For further Bristol-Myers Squibb, CBS, Prudential, UBS Financial information on these cost-effective training products, and Citigroup in the defense of employment claims in contact: [email protected] or New York and throughout the U.S. [email protected].

HIGHER EDUCATION We advised Yale University, Pratt Institute, and Columbia University on numerous labor-related issues, including union efforts to organize student teachers and other student workers. We also advised New York University in connection with negotiations for an initial collective bargaining agreement covering adjunct faculty and have defended the University against a number of unfair labor practice charges arising out of the negotiations. We successfully represented Hofstra University in negotiating the first in a series of collective bargaining agreements expiring over the next several years.

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EMPLOYEE BENEFITS AND EXECUTIVE COMPENSATION LAW „ The Employee Benefits and Executive Compensation Law Group continued our extensive representation of many high-profile, multi-employer pension and welfare funds, including the Plumbers & Pipefitters National Pension Fund with respect to various aspects of its almost $800 million investment in the Westin Diplomat Resort and Spa and the Diplomat Country Club in Florida.

„ In light of the 2000-02 decline in the equity markets, we guided many of our deferred benefit plan clients through issues related to minimum funding obligations. Our employee benefits litigation team also continued to achieve superior results, obtaining a precedent-setting summary judgment decision for the Mason Tenders’ District Council Pension Fund and its Board of Trustees in a federal class action, alleging violations of various complex provisions of ERISA.

„ Since 1993, we have represented the AFTRA Health & Retirement Funds and the Funds’ Board of Trustees in a complex ERISA class action lawsuit brought in Georgia by a group of 1950s and ‘60s recording artists, claiming a failure to pay benefits and collect contributions. In 2003, we negotiated a comprehensive settlement that resolved all of plaintiffs’ claims with no out-of-pocket costs to the Funds.

„ We also continue to represent independent fiduciaries of 401(k) plans that are invested in the stock of the corporate plan sponsor in connection with the investigation and settlement of class action securities and ERISA claims, as well as the fiduciaries defending such lawsuits. Most recently, we have represented the independent fiduciary of The PNC Financial Services Group, Inc. Incentive Savings Plan in such endeavors. We are also representing 25 current and former members of the Board of Directors of Agway, Inc. in a case alleging breach of fiduciary duties in connection with plan participants’ purchase of Agway securities.

„ We also continued our representation of companies and senior executives in connection with executive employment and severance agreements and other compensation and equity arrangements.

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MBIA We obtained a judgment for more than $350 million, for MBIA Inc., the world’s pre-eminent insurer of municipal bonds, in a Delaware federal court against a U.S. unit of the U.K. insurer, The Royal and Sun Alliance. Royal refused to make good on its guaranties of payment of certain securitized loans, claiming it had been defrauded by the company that initiated the securitizations. We obtained summary judgment, persuading the judge that Royal’s promise of absolute and unconditional payment of the defaulted loans meant exactly what it said and should be enforced. The decision helped to establish the reliability and quick enforceability of absolute and unconditional promises, which should benefit the entire financial guaranty industry.

METROPOLITAN TRANSPORTATION AUTHORITY For our long-standing client, the Metropolitan Transportation Authority (MTA), we won a unanimous reversal by the Appellate Division, First Department of two lower court decisions that had Our Firm culture struck down the MTA’s March 2003 fare increase. The ruling was a complete vindication for the MTA, and ensured that the operator of the nation’s largest mass transportation system ITIGATION would not be starved for essential revenues. fosters teamwork

JETBLUE among lawyers, and Proskauer was retained by JetBlue Airways, with respect to Federal Trade Commission and state attorney general inquiries, to advise in connection with nine civil actions, and to serve as uses experience, privacy law counsel, following the unauthorized transfer of passenger information to a government contractor at the request of the Department of Defense for homeland security testing creativity, and a wide purposes. Although no public disclosure of that information resulted, there was an outcry by the press and privacy advocates over the release. range of skills to

achieve complex

client objectives

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SILVERSTEIN PROPERTIES / WORLD TRADE CENTER We continue as co-counsel for Silverstein Properties and the corporate lessees of the World Trade Center in their insurance coverage action arising out of the tragic events of September 11, 2001. Silverstein purchased $3.6 billion “per occurrence” property coverage from two dozen insurers for the Twin Towers and Buildings 4 and 5. The principal disputed issue is whether the events of September 11 that destroyed the insured’s properties at the World Trade Center were one occurrence or two. If they were two occurrences, the insured could recover $7.2 billion, which would be used to rebuild the World Trade Center.

Silverstein bought the leases from the Port Authority in July 2001. The insurers bound coverage at that time on the basis of binders (domestic insurers) or slips (European carriers). No insurance policies were in place on September 11.

Thirteen insurers claim their binders or slips reference a brokers’ form under which there would be one occurrence as a matter of law. Trial on their contention started on February 9th, 2004.

CORPORATE CRIMINAL DEFENSE Our involvement in the area of corporate criminal defense, SEC litigation, and complex civil litigation included:

„ Representation of the former CEO of Gateway Computers in an SEC action.

„ Representation of the former CFO of TV Guide in the Gemstar TV Guide SEC investigation.

„ Conducting an internal investigation for the Board of Directors of Tenet Healthcare into allegations of insider trading.

„ Representation of a former senior executive of Credit Lyonnais in the federal criminal investigation of the Executive Life matter.

„ Representation of former CEO and Chairman of Critical Path in federal criminal and SEC investigations.

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REPUBLIC OF AUSTRIA We represented the Republic of Austria and the Austrian National Gallery in successfully petitioning the United States Supreme Court for review of a case concerning the applicability of foreign sovereign immunity in United States Courts, Republic of Austria v. Altmann, United States Supreme Court No. 03-13. The case was argued before the U.S. Supreme Court on February 23, 2004.

PARAMOUNT PICTURES CORPORATION We represent major motion picture studios and television networks in copyright litigation challenging the legality of certain features of the defendants’ personal video recorder (“PVR”), a case involving the balance between intellectual property rights and the development and use of consumer electronics that infringe those rights. Paramount Pictures Corporation v. ReplayTV, Inc., United States District Court, Central District of California Case No. 01-09358 FMC.

ENTERTAINMENT We successfully defended recording and performance artist Marilyn Manson in a federal court jury trial against claims that his stage performance was an improper assault and not artistic expression. We also represented and successfully resolved disputes for premier Hollywood talent management company Handprint Entertainment in highly publicized disputes, including a dispute with client Jennifer Lopez, and one with United Talent agency regarding the departure of a Handprint partner.

We also successfully defended Britney Spears, Zomba Recording Corp’s Jive label, and BMG Music Publishing against a claim that the song “What U See (Is What U Get)” infringed the copyrights in the plaintiffs’ song “What You See Is What You Get.”

We represented the recording artist Madonna, Warner Bros. Records, Warner/Chappell Music, and MTV Networks in connection with a claim that the music video for the Madonna song “Hollywood” infringed the copyrights in photographs by the late French fashion photographer, Guy Bourdin.

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NBA/WNBA We represented the National Basketball Association (NBA) and certain of its member teams in connection with two League-wide financings. The first involved the structuring and implementation of a $1 billion commercial paper facility with a group of financial institutions led by JPMorgan Chase Bank. The second involved the issuance and sale of $300 million of senior secured notes in an offering arranged by J.P. Morgan Securities, Inc. We also advised the NBA and the Women’s National Basketball Association (WNBA) on a number of other matters involving team ownership transactions and team and arena financings, including the sale of a WNBA expansion team to the Mohegan Sun.

We were involved in the negotiation of a new collective bargaining agreement covering WNBA players and in the establishment of new benefit plans covering NBA players, and, in light of the scheduled expiration of the collective bargaining agreements with the referees’ union (in 2004) and the National Basketball Players Association (in 2005), we assisted the NBA in its planning for the bargaining with those labor organizations. “In the last decade MAJOR LEAGUE BASEBALL We continued our representation of Major League Baseball (MLB) in Proskauer has connection with a variety of labor and employment matters, including proceedings before the NLRB, initiated by the union that represents the umpires, which involves the use of QuesTec, a computerized handled ... nearly system designed to tell whether a pitch is a ball or a strike, as well as in continuing litigation that has its antecedents in the “mass resignation” of the umpires several years ago. In addition, we provided regular counsel and advice to MLB on a number of player- every major issue in related matters. professional sports ...” NATIONAL HOCKEY LEAGUE The National Hockey League used our services on a wide range of labor, litigation, contractual, licensing, antitrust, and bankruptcy issues. In our role as labor counsel to the League, we continued to defend complex grievance arbitrations and were intensively involved in preparations for and participation in collective bargaining with the Players’ Association, looking to a renewal of the collective bargaining agreement expiring September 15, 2004.

Street & Smith’s Sports Business Journal MAJOR LEAGUE SOCCER We continue to advise Major League Soccer (MLS) regularly in connection with a variety of business, litigation, and labor issues. We represented the League in connection with the recognition of a players’ union and are actively involved in assisting the League in the negotiations for its first collective bargaining agreement.

We also provided advice in connection with the negotiation and drafting of MLS’s historic player contract with 14-year-old “phenom” Freddy Adu, universally recognized as perhaps the best young soccer player in the world.

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NEW YORK JETS We continued to represent the New York Jets in its efforts to develop a new stadium on the West Side of Manhattan, as well as on a variety of team-related matters.

PHILADELPHIA EAGLES We continued our representation of the Philadelphia Eagles in a broad range of transactions relating to the development, financing, and operation of its new $512 million football stadium, Lincoln Financial Field, including use arrangements with Bruce Springsteen, the Manchester United Football Club, and Temple University’s football program. We also represented the Eagles in a variety of team-related matters.

SOCIÉTÉ GÉNÉRALE & JPMORGAN CHASE BANK We represented a group of financial institutions led by Société Générale and JPMorgan Chase Bank in connection with a $225 million secured loan to an entity that owns 70% of the Houston Texans National Football League team.

FLORIDA MARLINS & KANSAS CITY ROYALS We continued to represent the World Champion Florida Marlins on a variety of matters, including their salary arbitrations with A.J. Burnett, Mark Redman, and Vladimir Nunez; a private placement of limited partnership interests, and the defense of an arbitration proceeding brought by the club’s limited partners against its general partner. Proskauer also successfully represented the Kansas City Royals in their salary arbitration with centerfielder Carlos Beltran.

ATP TOUR / WTA TOUR Proskauer continues to serve as general outside counsel to the ATP Tour, which operates the international circuit for men’s professional tennis. During the past year, we represented ATP in its successful defense of a challenge by one of its top players to the enforcement of a disciplinary determination, and in a wide variety of corporate, tax, litigation, governance, and other issues regularly confronted by ATP.

We also began serving as outside counsel to the WTA Tour, which operates the international circuit for women’s professional tennis.

THOROUGHBRED OWNERS & BREEDERS ASSOCIATION We represented the Thoroughbred Owners & Breeders Association in the development of a new thoroughbred horse racing circuit, the Thoroughbred Championship Tour.

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U.S. REALTY ADVISORS, LLC We represented an affiliate of U.S. Realty Advisors, LLC in an acquisition from the United States Post Office of a $130 million participation interest in the ground rents under a long-term ground lease of 450 Lexington Avenue in New York City, including the financing of such acquisition with Credit Lyonnais Securities (USA), Inc.

WACHOVIA BANK We originated numerous mortgage loans secured by properties located throughout the U.S. for Wachovia Bank, National Association, including a $515 million mortgage loan secured by 11 Madison Avenue, New York City; a $110 million mortgage loan secured by 260-261 Madison Avenue, New York City; a $130 million mortgage loan secured by EAB Plaza in Long Island, New York; a $140 million mortgage loan secured by 40 Wall Street, New York City; a $90 million mortgage loan secured by self-storage sites in multiple states; a $184 million mortgage loan secured by the Starrett Lehigh Building in New York City; and a $336 million mortgage loan secured by shopping centers located in multiple states. Additionally, we represented Wachovia in connection with the origination, sale, and acquisition of numerous mezzanine loans and subordinate participation interests and in connection with construction loan financings.

VORNADO REALTY TRUST We represented a subsidiary of Vornado Realty Trust in connection with the sale of the office building located at Two Park Avenue, New York City, consisting of more than one million square feet of rentable space. Upon Vornado’s acceptance of a $292 million bid from a German group for the property, we negotiated the contract of sale and assisted in the consummation of the closing of the transaction.

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MERRILL LYNCH MORTGAGE LENDING, INC. We originated numerous mortgage loans secured by properties located throughout the United States for Merrill Lynch Mortgage Lending, Inc. for securitization in the We represented commercial mortgage-backed securities marketplace, including a loan secured by the Puck Building in New York City (which is prominently featured in the TV show Will and major developers, Grace) and a loan secured by Trump Plaza in New York City. lenders, financial DLJ REAL ESTATE CAPITAL PARTNERS II, L.P. We represented DLJ Real Estate Capital Partners II, L.P.in a institutions, and joint venture with WCB Properties Limited Partnership to acquire Sorrento Mesa Corporate Center, an office park located in San Diego, California. In addition to representing DLJ in the joint venture, we represented the joint venture corporations in a entity in obtaining an $80 million LIBOR-based floating rate first mortgage loan from Secore Financial Corporation, an affiliate of Société Générale, in connection with wide variety of large, the acquisition of the property, which loan was structured for securitization. complex real estate BANK OF SCOTLAND We represented Bank of Scotland in connection with a $575 transactions. million secured credit facility made available to a developer of residential golf course communities located in Arizona, New Mexico, Hawaii, and Scotland.

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AVALON HEALTH CARE, INC. The Health Care Department represented the purchaser, Avalon Health Care, Inc. and its affiliates, in a $95 million acquisition of 23 skilled nursing facilities in four states in a complex transaction, in which an affiliate of Credit Suisse First Boston took assignment of Avalon’s purchase rights in certain of the facilities subject to a leaseback to Avalon. The transaction involved financing from three different lending institutions and involved facilities in four states.

CARE REALTY, L.L.C. We represented Care Realty, L.L.C. in the reacquisition from Sun Healthcare Group, Inc. of 34 hospitals and skilled nursing facilities in eight states, and the leasing and licensing associated with the reacquisition.

We combine practical AVETA HEALTH, INC. We represented Aveta Health, Inc. and its affiliates in purchase and loan transactions related to the acquisition of Partners industry knowledge Healthcare, L.L.C., Solutions Homecare, L.L.C., and Care Alternatives, Inc., among other institutional pharmacy and hospice providers. with unsurpassed NEW YORK DIALYSIS SERVICES, INC. regulatory and We assisted New York Dialysis Services, Inc. in connection with its acquisition of nine separate dialysis programs in the New York metropolitan region. compliance awareness CONTINUUM HEALTH PARTNERS to create one of The Health Care Department successfully represented Continuum Health Partners in an arbitration against Oxford Health Plans, seeking termination of ongoing managed care contracts and damages suffered as a result of Oxford the leading health denying payment for hospital care and/or paying for such care at a rate below the contractually agreed-upon rate. care practices in We have also represented numerous other providers in negotiations and dispute resolution proceedings involving the country. managed care companies.

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STATE OF ALABAMA MEDICAID AGENCY AND DEPARTMENT OF MENTAL HEALTH Our work on behalf of various state agencies included our representation of the state of Alabama’s Medicaid Agency and the Alabama Department of Mental Health with respect to complex federal Medicaid funding issues, as well as disputes with the United States government regarding the proper interpretation and application of the laws and regulations governing federal matching funds programs.

In addition, we represented the Alabama Department of Mental Health in several matters involving state and federal funding questions; Medicare and Medicaid certification issues, including, among others, a hearing before a federal administrative law judge of the Department of Health and Human Services to contest the results of a Medicaid survey of a state facility; and provided ongoing representation to the department during an investigation by the Department of Justice under the Civil Rights of Institutionalized Persons Act.

NEW YORK STATE OFFICE OF MENTAL RETARDATION AND DEVELOPMENTAL DISABILITIES We were appointed outside counsel to the New York State Office of Mental Retardation and Developmental Disabilities to provide representation to the agency in a Medicaid survey and certification dispute with the Centers for Medicare and Medicaid Services.

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Betsy Plevan has been nominated as President of the practice is in a “league of its own” and “home to a Association of the Bar of the City of New York. The number of the sector’s best-known figures.” The Firm’s election of the 133-year-old Association’s 61st president New York Entertainment and Real Estate practice will take place at its annual meeting in May 2004. This groups, along with many individual attorneys, were also is a great honor and accomplishment for Betsy, who included in the guide. has devoted much time to the public interest and the improvement of the legal profession. Betsy was David Zurndorfer was appointed a member of the New President of the Federal Bar Council from 1996-1998 York City Board of Collective Bargaining by Mayor and Vice Chair of The Legal Aid Society, and has served Michael Bloomberg. The Board is responsible for as director of the Committee for Modern Courts, New administering the City’s collective bargaining law that York Lawyers for the Public Interest, and Volunteers of governs relations with its unions. Retired Proskauer Legal Service. partners Ed Silver and Saul Kramer both served as members of the Board in the past. She follows in the footsteps of Michael Cardozo and Robert Kaufman who in the recent past served Andrew Gutterman received the Cornerstone Award as City Bar Presidents, and Steve Krane, Meg Gifford, from the Lawyers Alliance for New York for his work on and Klaus Eppler who have also led important behalf of Harlem Congregations for Community bar associations. Improvement (HCCI). Since March 1999, Andrew has served as HCCI’s principal outside counsel on labor Crain’s New York Business named partner Jack and employment matters, advising them on a variety of Jackson as one of “New York’s 100 Most Powerful compliance issues and assisting them in developing Minority Business Leaders.” From Wall Street to employment policies and an employee handbook. Madison Avenue to 1585 Broadway and beyond, the list Andrew has also conducted sexual harassment and of honorees is reflective of the “most influential people anti-discrimination training for HCCI’s managers and in the most significant industries.” Other honorees employees and defended HCCI against allegations of include Vera Wang, Jennifer Lopez, Vernon Jordan, Jr., employment discrimination. Wynton Marsalis, and Oscar De la Renta. Susan Friedfel received one of The Legal Aid Society The Daily Journal, California’s leading legal newspaper, 2003 Pro Bono Awards for her work with The Society’s named partner Richard Marmaro as one of the 100 Education Advocacy Project. Susan has represented most influential attorneys in California and further children with special needs in order to ensure that they identified him as one of the leading white collar and receive the education and rehabilitative services to SEC enforcement defense attorneys in the State. which they are entitled under the New York State Early Intervention Program and the Individuals with Disabilities Described as “one of the deans of management-side Education Act. professional sports labor wars,” partner Bob Batterman has been ranked #21 in the 5th Annual List of the Top Claire Gutekunst was elected to the Executive 100 People of Power & Influence by The Hockey News, Committee of the New York State Bar Association and the “Bible” of the hockey world. was named to the Executive Committee of the CPR Institute for Dispute Resolution. Proskauer received the 2003 Special Award of Merit for its contribution to the advancement of women and for Paul Salvatore was appointed to the Society for Human its long-standing support of the New York Women’s Bar Resource Management’s (SHRM) National Labor Association (NYWBA). The NYWBA recognized Relations panel. Proskauer for its commitment to the equality of women and to the Association and its mission. Throughout the Ron Sernau has been named one of the “Top 25 (We years, Proskauer attorneys have been active members Mean 30) People to Watch in 2004!” in the commercial of the NYWBA. Meg Gifford is a past president of the real estate industry by Realcomm.com. The publication NYWBA and of the Women’s Bar Association of the looks at those who are involved in technology and State of New York. Elise Yablonski serves as an automation and believes individuals like Ron will set the NYWBA officer in 2003-04 and Lisa Bauer serves as a pace, raise the bar, rethink the rules, and ultimately lead member of the NYWBA Board of Directors. us into a new way of doing business. Ron’s development of the on-line, interactive Proskauer Proskauer’s New York Labor & Employment practice Commercial Leasing System is continuing to change group tops the charts in the 2003-2004 edition of the way commercial leases are produced. For more Chamber’s USA America’s Leading Business Lawyers. information contact Ron at: [email protected]. Chamber’s reports that the Labor & Employment

PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROSKAUER ROSE LLP 2003 ANNUAL REVIEW PROS

23 PROSKAUERROSE LLP® ANNUAL REVIEW 2003 PRODUCES RESULTS

Brian B. Margolis, David N. Ellenhorn, Jack P. DiCanio, James E. Gregory, Christophe Henin, Harry Frischer, Marc A. Persily, Caroline S. Press, Leonard S. Baum, Partner Counsel Partner Senior Counsel Partner Partner Partner Senior Counsel Counsel NYFor over 125 years, as long as LAProskauer Rose LLP’s Los Angeles DCProskauer has maintained an office in Proskauer Rose LLP has been in office services both nationally and the nation’s capital since 1978. existence, its headquarters in New locally originated clients. As part of Concentrating its practice in the York City has been in operation. an international law firm, the office areas of complex commercial The office has grown during this time has the ability to handle large, litigation, health care, intellectual from less than a dozen lawyers to sophisticated matters that ordinarily property and new media law, labor over 400, making it one of the ten are beyond the capabilities of most and employment law, securities largest in New York City. offices its size. regulation, and white-collar crime, the Washington office also provides The New York office clientele The Los Angeles Practice is the Firm’s clients access to major represent many national and organized into three practice group federal agencies. international business leaders among designations. The Litigation and the Fortune 1000 and the Dispute Resolution Group Among Proskauer’s partners in BusinessWeek Global 1000. Our represents clients in areas as diverse Washington are the former Director clients are served by corporate, as public accounting, entertainment, of Corporate Finance of the health care, labor and employment, real estate and financial services. Securities and Exchange litigation, real estate, tax and The Business Group includes Commission, the former General personal planning departments corporate, securities, real estate, Counsel of the U.S. Copyright Office, whose breadth and depth of general bankruptcy, entertainment, tax, and a former Deputy Assistant Secretary and specialty law assures world-class related business planning. The of Labor, a former Executive services. Operating in a nexus of Labor Group represents and advises Assistant to the Secretary of international business, the New York employers in the full spectrum of Commerce, and several former U.S. office takes pride in its rich legal labor and employment law. Department of Justice trial lawyers. history and technological savvy in serving clients.

FLOpened in 1977 to provide personal NJProskauer’s New Jersey office FRKeeping with our more than 80-year planning advice to high net worth represents New Jersey and history of representing French and individuals relocating to Florida, the metropolitan New York area other European clients, Proskauer Boca Raton office has matured into a corporations, large and small, and maintains an office in Paris. Our full-service law practice as more and also serves as local counsel for New partners in the Paris Office provide more major corporations have Jersey-based actions emanating from an understanding of global markets established corporate headquarters Proskauer’s other offices. and the transnational needs of the and other significant business Firm’s clients. installations in southeast Florida. Proskauer’s New Jersey office concentrates its practice in labor and The Paris office, with experience in In addition to the Personal Planning employment and immigration international transactions and Practice, which provides estate matters. The attorneys advise arbitrations, foreign licensing planning and administration, trusts, employers in all areas of labor and arrangements, corporate finance, and probate services, the Boca Raton employment law and represent them restructuring European operations, office is organized into three other in state and federal courts, before and employment law and labor practice groups: Transactional, Labor administrative and quasi-judicial negotiations and disputes, represents and Employment, and Litigation and agencies, and in negotiations, a wide variety of American and other Dispute Resolution. These groups arbitrations, and union organizing multinational companies with work closely with their counterparts campaigns. business activities in France, as well in New York and Los Angeles to as some of the largest French provide seamless service in The office’s clients span a broad companies in the financial, oil, corporate and real estate range of industries including finance, chemical, pharmaceutical, consumer transactions, matters affecting insurance, publishing, transportation, products and leisure sectors. employers and employees, and entertainment, pharmaceutical, and commercial litigation of all types. chemical manufacturing.