WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL GUEST OF HONOR: George Dalton Group General Counsel, Dubai World Copyright © 2012 Directors Roundtable WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL THE SPEAKERS George Dalton Augusto Sasso Group General Counsel, Managing Director, Co-Head of Dubai World Investment Banking for Middle East and North Africa (MENA), Moelis & Company A. William Urquhart Mitchell Seider Bryant Edwards Partner, Quinn Emanuel Partner, Partner, Urquhart & Sullivan, LLP Latham & Watkins LLP Latham & Watkins LLP TO THE READER: General Counsel are more important than ever in history. Boards of Directors look increasingly to them to enhance financial and business strategy, compliance and integrity of corporate operations. In recognition of our distinguished guest of honor’s personal accomplishments in his career and his lead- er-ship in the profession, we are honoring George Dalton, General Counsel of Dubai World, with the leading global honor for General Counsel. Dubai World operates in a number of countries in diverse industries, including transport and logistics; dry docks and maritime; urban development; and invest- ment and financial services. Mr. Dalton’s address will focus on key issues facing the general counsel of an international corporation. The panelists’ additional topics include restructuring corporate and sovereign debt; international litigation; challenges among partners of joint ventures; and operating in diverse countries in multiple regions. The Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors, including General Counsel. Jack Friedman Directors Roundtable Chairman & Moderator Fall 2011 2 Copyright © 2012 Directors Roundtable WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL George Dalton, as both general counsel and over 75 countries in commercial and residen- in private practice, has over 30 years of legal tial property development, hotels, resorts, experience in most aspects of international port operations, private equity, ship build- business and law, including advising boards ing and repair, warehousing and logistics, of directors, large mergers and acquisitions, and numerous other holdings. Amongst his significant infrastructure development and other responsibilities, he was a member of financing, litigation, securities, risk manage- the Chief Restructuring Officers’ Committee ment, regulatory compliance, real property, which supervised a $25 billion restructur- tax structuring, government relations in both ing of corporate debt. Prior to the debt the U.S. and foreign, and media relations. restructuring, he led the legal team in over $30 billion in financings and acquisitions. George Dalton Before recently joining ITT Corporation, He is a graduate of Fordham University and George was located in Dubai for the last Fordham Law School. six years, where he was General Counsel of Dubai World — one of the largest companies in the Middle East. Dubai World is active in Dubai World Global holding company Dubai World This will allow us to move forward with focuses on the strategic growth areas greater efficiency. of Transport & Logistics, Drydocks & Maritime, Urban Development, We are committed to investment in Investment & Financial Services. the long term and generating value for our shareholder, the government of Our portfolio contains some of the world’s Dubai, with a corporate philosophy in leading companies in their industries, line with the vision set for Dubai by including Drydocks World, Economic His Highness Sheikh Mohammed Bin Zones World, Istithmar World and Rashid Al Maktoum, Vice President and majority ownership of DP World. Prime Minister of the UAE, and Ruler of Dubai, based on sustainability, best ethical Dubai World has embarked on a process to practices and integrity. streamline the group and its core activities. Fall 2011 3 Copyright © 2012 Directors Roundtable WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL JACK FRIEDMAN: I would like to say that honoring George Dalton is a special privilege. I have found George to be, apart from all the good qualifications of being a general counsel, very organized, a people- oriented person, a serious person — all these good qualities. GEORGE DALTON: I’m not that organized. JACK FRIEDMAN: One other thing I want to credit. George is from New Jersey originally, and has come all the way here to New York by way of Dubai. He is also an undergraduate and law school graduate of Fordham. Without further ado, I’d like to have George speak on his opening remarks. GEORGE DALTON: First of all, I want a few people who can’t be here because The Panel had a number of discussions to admit that I did not know much about Dubai is about a 14 ½-hour flight. I have about where we were heading today, and the Directors Roundtable, and certainly a fantastic team back in Dubai who also what we came up with was a theme about not Jack Friedman, until very recently. So deserve the recognition that a 150,000 reputation and relationships. They go aside from thanking him, I’d also like to transcript distribution means. My deputy is hand in hand, and reputation and relation- encourage everybody in the audience to Lisa Chan. Lisa keeps me organized — I’m ships can be good, or they can be bad. It’s really look into this organization if you’re not. She’s very patient with me, and very, critical for the topics — we’ll get into some not already familiar with it. It seems to be very diligent. I’d like to thank her a lot. specific topics — but each of those topics a fantastic organization from just the few has an impact on reputation, or I should weeks that I’ve been involved with them. I have two business unit general counsels say, reputation and relationships have an who are my sounding boards, and that’s impact on all of our topics. I must say, this honor is entirely Nick Hornung from Istithmar and some- un expected for me. I think most of us one in the audience knows him quite Let me just say a few words about the pan- like to be recognized for the work that well, because she was seconded there from elists, because frankly, they represent the we do, but I think frequently lawyers Cleary Gottlieb some time ago. Olivier good hand of reputation and relationships. are not recognized for what they do, and Schwartz, is the general counsel of DP to be recognized by such a prestigious World, which is where I first started at I hate litigation. It’s the last resort. Notice organization is quite humbling for me. So Dubai Ports — DP World is also its other that I didn’t say “I hate litigators.” Bill again, thank you very much. name. Urquhart has been a valued confidant and a very close friend for over 30 years. Now, I also wanted to thank Latham & Watkins Lastly is Bernadette Allinson. She’s a very ironically, I rarely use Bill or his firm, who for hosting this event — in particular, the experienced British-trained lawyer and cor- are pure litigators, and there are a number staff were nice enough to really bump up porate secretary. She has taken DP World of his colleagues in the audience today. But the strength of the coffee so that after I through two listings, one an IPO which I that changed over the last few years, and get finished speaking, you guys can pay was involved with. But more importantly, with Dubai World going through some of attention to the ones who really know what Bernadette helps me a lot on corporate the problems that it’s faced, Bill and his they’re talking about. governance and ethics, which is something firm were very involved with that. I knew that is critical for all of us. I could trust the firm; I knew I could trust A lot of times, awards like this are given Bill; and his reputation, and the firm’s rep- to individuals, but it’s really not about So I wanted to thank those folks. utation for handling critical matters, were the individual, and I just want to mention very important. I’m going to keep coming Fall 2011 4 Copyright © 2012 Directors Roundtable WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL back to this whole idea of reputation and for six and a half years. The challenges, relationship. We’ll hear about a couple of the social experience, the cultural experi- those problems in a few minutes, which ence, the work was absolutely fascinating. Bill will talk about. But the timing was really very good for me to return to my family. My children, who I’ve only known Mr. Sasso for a couple are adults, are both in the United States; of years, but Augusto got involved with and it was time to return. I worked very us quickly and in a large way. Dubai cooperatively with Dubai World to plan World was having some issues in the to leave shortly after the debt restructuring largest investment that we have outside of took place. I moved back just before the Dubai, which is CityCenter in Las Vegas. snowstorm a couple of weeks ago, so that I called Ken Moelis and asked if they was a nice welcome — a little bit of change were interested in coming on board. The from the heat of Dubai. So it’s good to be reason that we called Ken was that they’re back in the United States. investment advisors, but they don’t take positions in companies. Thankfully, Ken We have three topics to talk about. The had the foresight to nominate Augusto to first one is really not appropriate for lead the Moelis team. the panel discussion, but it fits very well into the reputation and relationship topic. Augusto jumped in the fire with both feet, Many of you, and perhaps all of you, and he actually took over some very dif- have read about the Dubai Ports crisis ficult negotiations in 2009 where Dubai in Washington a few years ago.