Latham & Watkins Annual Review for 2009

Chief Marketing Officer: Despina Kartson

Creative Director: Eric T. Weiss

Graphic Designer: Ericson Herbas

Writer: Barbara Finley

Produced by the Business Development Department of Latham & Watkins

B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s

M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o

S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o

D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w

M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y

S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t

H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k

O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o

W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g

H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e

O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o

A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n

L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e

S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a

B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s

M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o

S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o

D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h

N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e

T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a Beijing Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong

H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e

S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a

B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s

M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o

S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o

D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h Contents 01 Letter from the Chairman

03 Client Success Stories

57 Supporting Our Practices

57 Thought Leadership

59 Diversity

60 Moving Forward by Giving Back

61 Pro Bono

62 Women Enriching Business

63 Innovation

66 2009 Accolades

Latham & Watkins operates as a limited liability partnership worldwide with affiliated limited liability partnerships conducting the practice in the United Kingdom, France and Italy and affiliated partnerships conducting the practice in Hong Kong and Japan. © Copyright 2010 Latham & Watkins. All Rights Reserved. Letter from the Chairman

Dear Clients & Friends of the Firm:

In 2009, the worldwide economy presented a number of challenges for businesses around the globe. Unpredictable times require creative solutions, and more than ever we designed Robert M. Dell innovative and cutting-edge legal solutions for our clients to help them achieve their business greatly enhanced our Greater China practice goals in the midst of these many challenges. with the addition of several corporate partners in our Hong Kong office and the launch of an The broad diversity of our multiple practices office in Beijing. Through these additions, we has been instrumental in assisting our clients now have a strong Hong Kong law component this past year. Clients have continued to come to complement our US and English law to us to manage the legal challenges that capabilities, as well as strong PRC expertise most acutely impact their global businesses. in Greater China. We were also delighted to A significant portion of our work involved have been granted a Qualifying Foreign Law matters that spanned several jurisdictions Practice (QFLP) license in Singapore. The and required expertise from many of our license to practice local law in Singapore is different practices. Many transactions have another major milestone for us in Asia and it involved cross-border corporate issues, as will allow us to build on the strong capability well as antitrust issues, tax planning, multiple we have already established in the region. In regulatory issues, employee benefits issues addition, we saw significant growth from our and government investigations. We pride three Middle East offices in their first full year ourselves on our teamwork-oriented culture of operation. that allows us to assemble quickly the best expertise from multiple locations to deliver In 2009, we continued our tradition of working real value to our clients. alongside public interest organizations to give back to our communities, both through Like our clients, we adapted our practices to our pro bono work and our community meet the needs of the changing economy in service projects. The firm launched a new 2009. We saw significant growth in a number community service program in honor of our of practices as a response to the global 75th anniversary called “Moving Forward by economy, including our bankruptcy and Giving Back.” Through the program, lawyers insolvency, derivatives, high yield finance, and staff in each of our offices were able to antitrust, and white collar and government work together on projects important to the investigations practices. Our global project communities in which they live. We are also finance practice also had a robust year, proud of the fact that the firm continues to completing a number of market-leading be one of the largest providers of free legal financings throughout the energy sector. We services in the world, and we are excited to advised clients on matters relating to global see our pro bono practice grow in Europe, climate change regulations, an area of law Asia and the Middle East. that will increasingly impact our clients’ businesses in the coming years, and our As in past years, inside you will find examples emerging companies practice represented of the firm working with clients to achieve numerous clients in the rapidly expanding successful business outcomes. I hope you clean energy industry. enjoy our 2009 Annual Review and we look forward to continuing to work with you in The firm has made a number of strategic 2010 and beyond. lateral hires recently to enhance our services to our clients. Over the past year, we have Sincerely, welcomed several senior laterals from the US federal government. They bring their unique Robert M. Dell insight and government experience to advise Chairman and Managing Partner clients around the globe on complex litigation, corporate and regulatory matters. We also

1 Latham & Watkins • 2009 Annual Review

Hyatt Hotels Corporation

Leading Initial Public Offering Latham & Watkins advised Hyatt Hotels Corporation on its US $1.1 billion initial public offering (IPO) of 43.7 million shares of Class A Common Stock listed on the New York Stock Exchange — the second-largest IPO by a US issuer in 2009 by proceeds and the largest sole book-run IPO since 2004.

Led by our Chicago office, a multi-office team of Latham lawyers across the US worked to consummate the transaction, which was widely recognized as giving a boost to the IPO market in a difficult year where investors were very selective. Headquartered in Chicago, Hyatt, which operates hotels and resorts in 45 countries around the world, is a leading global hospitality company.

Practices Benefits & Compensation Capital Markets Public Company Representation Transactional Tax

Offices Involved United States Chicago, San Francisco, Silicon Valley, Washington, D.C.

3 Latham & Watkins • 2009 Annual Review

State of Qatar

Award-Winning Bond Offerings A cross-border team of Latham & Watkins attorneys represented the State of Qatar, acting through the Ministry of Economy and Finance, in connection with the largest-ever bond issuance in the Middle East. The US $7 billion bond offering in November 2009 followed Latham’s representation of the State of Qatar in connection with its US $3 billion bond offering in April 2009, which was the first bond offering undertaken by the State of Qatar since 2000 and which was named “Emerging EMEA Bond of the Year” by International Financing Review.

Practices Capital Markets Transactional Tax

Offices Involved Europe London

Middle East Doha, Dubai

United States New York

5 Latham & Watkins • 2009 Annual Review

Delta Air Lines’ Financing

High-Flying Bank and Bond Deal In one of the first deals in the marketplace to provide for senior lenders and secured bondholders sharing collateral on a pari passu basis, Latham & Watkins’ requisite banking and high yield experience enabled it to represent both the bank credit facility arrangers and the bond underwriters in the US $2.1 billion financings for Delta Air Lines, Inc.

Latham represented Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as co-lead arrangers and joint bookrunners, in the US $750 million senior secured first lien credit facilities for Delta. Concurrently, the company issued US $750 million of senior secured first lien notes and US $600 million of senior secured second lien notes. A team of Latham lawyers represented J.P. Morgan Securities, Inc., Barclays Capital and UBS Investment Bank as underwriters of the notes offering. This transaction was novel in that the financing was not secured by traditional “hard asset” liens. Instead, the team at Latham & Watkins was able to arrange for security interests on certain of Delta’s gates, slots and routes, which was critical to the success of these financings. The proceeds were used by Delta to repay existing debt and for general corporate purposes.

Practices Banking Benefits & Compensation Capital Markets Transactional Tax

Offices Involved United States Chicago, New York

7 Latham & Watkins • 2009 Annual Review

Ford Motor Company

An Antitrust Victory In a closely watched and long-running antitrust conspiracy case in which plaintiffs sought US $1.1 billion in damages before trebling, Latham & Watkins attorneys won summary judgment for Ford Motor Company and its Canadian subsidiary. Plaintiffs, a putative national class of all consumers who purchased motor vehicles from 2001 to 2003, alleged that the major automobile manufacturers conspired to prevent the importation of discount vehicles from Canada into the United States.

After Latham succeeded in securing the dismissal of the national consumer class action under US Supreme Court precedent, plaintiffs refiled their claims under the antitrust and consumer protection laws of all 50 states. Latham & Watkins secured dismissal of claims under 30 of those state laws, and successfully obtained summary judgment on the remaining 20 state classes, on the ground that plaintiffs’ economic evidence failed to show that consumer prices would have been lower if defendants had not prohibited imports. This brought a successful conclusion to a federal litigation that began in 2003.

Practice Antitrust & Competition

Office Involved United States Washington, D.C.

9 Latham & Watkins • 2009 Annual Review

Oracle Corporation

Transforming an Industry Latham & Watkins represented Oracle Corporation, the world’s largest business software company, in its US $7.3 billion acquisition of Sun Microsystems, which, in addition to its substantial hardware services, owned the Java platform software and the MySQL open source database. Following antitrust complaints and a more extensive investigation of the Java aspect of the deal, Latham, which handled the US and international merger control filings related to the acquisition, partnered with Oracle to obtain clearance for the deal from the US Department of Justice, helping Oracle make this industry-transforming transaction a reality.

In another matter in 2009, Latham & Watkins again partnered with Oracle to score a litigation victory. A coordinated team of Latham & Watkins and Oracle lawyers secured summary judgment for Oracle and three of its individual officers and directors in a multibillion dollar securities fraud and insider trading class action.

The case arose out of Oracle’s failure to meet its 2001 fiscal year third quarter earnings forecast. The parties argued cross-motions for summary judgment twice — the second time after the newly assigned judge to the matter ordered re-briefing and re-argument. Less than a month before the case was scheduled to go to trial, the court granted Oracle’s motion and dismissed the case with prejudice.

Practices Antitrust & Competition Benefits & Compensation Mergers & Acquisitions Public Company Representation Transactional Tax Securities Litigation & Professional Liability

Offices Involved Asia Tokyo

Europe Brussels, Moscow

United States Chicago, Los Angeles, New York, Orange County, San Francisco, Silicon Valley, Washington, D.C.

11 Latham & Watkins • 2009 Annual Review

Torresol Energy

European Clean Tech Deal of the Year Latham & Watkins’ experienced project development and finance team advised on a €639 million (US $902 million) project financing that will bring thermosolar technology to Cadiz, Spain. Latham advised sponsor Torresol Energy, a joint venture between Spanish engineering group Sener and Masdar, a subsidiary of Mubadala, which is owned by the government of Abu Dhabi, on the deal. The project includes the construction of two 50-MW thermoelectric solar power plants and will enable the generation of electricity for more than seven hours without sunlight. It represents a big step forward in the reduction of carbon emissions.

The highly anticipated project, which is scheduled to go online in 2011, was named Project Finance magazine’s “European Clean Technology Deal of the Year” in 2009.

Practices Project Development & Finance Transactional Tax

Offices Involved Europe Barcelona, Madrid

13 Latham & Watkins • 2009 Annual Review

C.R. Bard, Inc.

Successful Patent Litigation Latham & Watkins obtained one of the largest patent verdicts in the last decade for C.R. Bard, Inc. (Bard), a medical technologies company. In 2007, after a six-week trial in the US District Court in Arizona, the jury found that W.L. Gore & Associates, Inc. (Gore) willfully infringed Bard’s patent relating to artificial vascular grafts, upheld the patent’s validity and awarded US $185 million in damages to Bard. In July 2008, after the parties tried, and the court rejected, Gore’s inequitable conduct defense, the court entered final judgment against Gore.

In March 2009, the court decided the remaining post-trial motions, rejecting Gore’s 11 motions for a new trial and judgment notwithstanding the verdict. The court awarded Bard enhanced damages by doubling the jury verdict to more than US $371 million, and awarding prejudgment interest of US $20.4 million, an accounting of post-verdict damages and a compulsory license on Gore’s future infringing sales. The trial was featured as the cover story in the November 2009 issue of The American Lawyer magazine.

Practice Intellectual Property Litigation

Offices Involved United States New York, Washington, D.C.

15 Latham & Watkins • 2009 Annual Review

Republic of Ecuador

Winning Ways in International Arbitrations Continuing its unbroken string of victories in international arbitrations before the World Bank’s International Centre for Settlement of Investment Disputes, Latham & Watkins successfully defended the Republic of Ecuador against a claim brought by Empresa Eléctricia del Ecuador (EMELEC). EMELEC sought nearly US $2 billion in damages for an alleged violation by Ecuador of the US-Ecuador bilateral investment treaty (BIT). EMELEC, a foreign investor that held a long-term electricity concession in Ecuador, alleged that Ecuador had expropriated the concession.

EMELEC argued that its claim fell under the US-Ecuador BIT because it was a US company, controlled through a complex series of Bahamian trusts. After the Latham team cross-examined EMELEC’s witnesses, the tribunal concluded that EMELEC had failed to establish that it was actually controlled by the trusts. EMELEC thus had not properly brought the claim under the BIT. The tribunal therefore held that it lacked jurisdiction to hear the case and dismissed the claim with prejudice.

Practice International Dispute Resolution

Office Involved Europe London

17 Latham & Watkins • 2009 Annual Review

Sterlite Industries (India) Limited

Market-Leading Convertible Offering Latham & Watkins represented Sterlite Industries (India) Limited, India’s largest non-ferrous metals and mining company, in connection with its issuance of US $500 million 4% Convertible Senior Notes due 2014. The notes are convertible into Sterlite’s American Depository Shares, which are listed on the New York Stock Exchange (NYSE). This was the first-ever convertible security offered by an Indian issuer in the US in a SEC-registered offering, and it contained an innovative feature to address the absolute minimum conversion price that Indian law imposes on convertible securities. If as a result of certain required adjustments, the conversion price had to be reduced below the minimum conversion price mandated under Indian law, the investor will be compensated through an increase on the coupon rate.

Prior to the convertible offering, Latham & Watkins worked on Sterlite Industries’ US $1.6 billion follow-on offering of American Depository Shares listed on the NYSE. This deal was awarded the “Capital Markets Deal of the Year” by India Business Law Journal.

Practices Capital Markets Transactional Tax

Offices Involved Asia Singapore

United States New York, Washington, D.C.

19 Latham & Watkins • 2009 Annual Review

Beckman Coulter, Inc.

Leading Biomedical Transaction California-based Beckman Coulter, Inc. took advantage of Latham & Watkins’ global transactional capabilities in one of the most complex cross-border acquisitions of the year. Both our client Beckman Coulter and the seller, Tokyo-based Olympus Corporation, did business in the clinical diagnostics arena around the world. And while Beckman Coulter’s acquisition of the diagnostic systems portion of Olympus’ Life Sciences business was coordinated out of Latham’s Orange County office, attorneys across numerous practices and from virtually every Latham & Watkins office around the world worked together to conduct separate, simultaneous acquisition transactions in more than 30 countries. The ¥76 billion (US $780 million) transaction, which closed in August of 2009, significantly broadened Beckman Coulter’s geographic scope and chemistry and automation portfolio.

Practices Antitrust & Competition Benefits & Compensation Employment Environmental Counseling Health Care & Life Sciences Intellectual Property International Tax Mergers & Acquisitions Public Company Representation Technology Transactions Transactional Tax

Offices Involved Asia Tokyo

Europe Barcelona, Brussels, Frankfurt, Hamburg, London, Madrid, Milan, Moscow, Paris, Rome

United States Los Angeles, New York, Orange County, Washington, D.C.

21 Latham & Watkins • 2009 Annual Review

Southern California Edison

Helping to Bring Renewable Energy to Southern California Latham & Watkins represented Southern California Edison (SCE), an electric power company, in successful proceedings before the California Public Utilities Commission to obtain a Certificate of Public Convenience and Necessity for the 170-mile Tehachapi Renewable Transmission Project. This nearly US $2 billion high-voltage transmission line will connect the energy-thirsty Los Angeles basin to the renewable-energy-rich Tehachapi Wind Resource Area. The Commission’s decision to allow SCE to use its existing right-of-way for the safe construction, operation and maintenance of high-voltage transmission infrastructure, including in an urban area, establishes an important precedent that will help utilities use existing rights-of-way to minimize costs and uncertainties arising from the acquisition of new rights-of-way.

This decision followed an extensive environmental review under the California Environmental Quality Act and a 10-day evidentiary proceeding against numerous project opponents.

Practices Energy Regulatory & Markets Environmental Counseling Environmental Litigation Environmental Regulatory Land Use

Offices Involved United States Orange County, San Diego, San Francisco, Washington, D.C.

23 Latham & Watkins • 2009 Annual Review

US Supreme Court Victories

Precedent-Setting Environmental Law Decisions Latham & Watkins scored an 8–1 win in the US Supreme Court on behalf of clients BNSF Railway and Union Pacific Railroad in a landmark case under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Latham attorneys successfully challenged the imposition of joint and several liability for 100 percent of the cleanup costs at a site leased by the railroads to a polluter that later became insolvent. Over the opposition of the US government, the Latham team argued that CERCLA liability should not ordinarily be joint and several but instead apportioned under flexible and reasonable standards derived from the common law. Latham & Watkins’ victory will ensure that landowners, manufacturers and transporters across the nation will not be held liable for billions of dollars of recovery costs caused by the pollution of others.

In a second Supreme Court matter in 2009, Latham & Watkins represented New Jersey-based PSEG Fossil LLC and PSEG Nuclear LLC (PSEG) and other power plant operators in obtaining a 6–3 ruling reinstating regulations promulgated by the US Environmental Protection Agency (EPA) to govern cooling water intake structures at major electric power plants. The Second Circuit had held that EPA lacked authority to weigh costs against benefits when setting standards under the Clean Water Act, but Latham & Watkins convinced the Supreme Court to reverse. The Second Circuit’s decision might have required the retrofitting of cooling water towers at such plants, and Latham’s victory potentially saved the industry billions of dollars in costs.

Practices Energy Regulatory & Markets Environmental Litigation Environmental Regulatory Supreme Court and Appellate

Office Involved United States Washington, D.C.

25 Latham & Watkins • 2009 Annual Review

Papua New Guinea Liquefied Natural Gas Project

Large-Scale Project Financing A team of Latham & Watkins lawyers from six countries advised the commercial banks and export credit agencies in the US $14 billion financing for the development of the Papua New Guinea Liquefied Natural Gas (PNG LNG) project. The project is being developed by affiliates of Exxon Mobil Corporation and includes affiliates of Oil Search Limited, Santos Limited, Nippon Oil Exploration Limited, Japan Papua New Guinea Petroleum Corporation and the Independent State of Papua New Guinea. It will consist of a 6.6 million tons per annum liquefaction plant, onshore and offshore pipelines, and upstream development and associated infrastructure.

The PNG LNG project is the largest resource development project ever undertaken in this South Pacific nation, and is expected to more than double the GDP of the country. Due to its location and capabilities, the project is well positioned to serve the growing demand for LNG in the Asia-Pacific gas markets. The PNG LNG project was one of the largest global project financings in 2009 and received Project Finance International’s award for “Asia-Pacific Deal of the Year.”

Practices Banking Project Development & Finance

Offices Involved Asia Beijing, Shanghai, Singapore, Tokyo

Europe London

Middle East Abu Dhabi, Dubai

United States New York, Washington, D.C.

27 Latham & Watkins • 2009 Annual Review

LS Power

Major US Power Acquisition and Related Financing LS Power turned to an experienced multidisciplinary Latham & Watkins team to structure one of the most complicated energy deals of 2009. In what was the year’s largest power plant acquisition, LS Power completed its US $1.5 billion acquisition of a portfolio of eight power plants from Dynegy Inc., a wholesale provider of power, capacity and ancillary services to utilities, in a complex exchange of cash, stocks and bonds.

LS Power, whose 2006 joint venture with Dynegy formed the largest US developer of coal-fired power plants, paid Dynegy US $970 million in cash and returned US $245 million Class B shares in exchange for five peaking and three combined-cycle power facilities. In addition, LS Power acquired the remaining interest in the Sandy Creek coal-fired power project under construction in Texas, received US $235 million in senior unsecured notes, and through an exchange of securities maintained a 15 percent ownership stake in the common stock of Dynegy. Latham & Watkins also represented LS Power in the US $775 million secured financing for this transaction.

Practices Antitrust & Competition Banking Benefits & Compensation Capital Markets Energy Regulatory & Markets Environmental Counseling Mergers & Acquisitions Project Development & Finance Real Estate Transactional Tax

Offices Involved United States Los Angeles, New York, Orange Country, Washington, D.C.

29 Latham & Watkins • 2009 Annual Review

OpenTable, Inc.

Serving Up an Initial Public Offering In one of the most anticipated — and most successful — initial public offerings (IPOs) in a sagging market, a team of Latham & Watkins lawyers assisted OpenTable, Inc., a leading supplier of restaurant reservation, table and guest management software, in making its debut on the NASDAQ exchange with an initial offering of US $60 million of common stock. The Latham team coordinated a broad array of matters in the United States, Europe and Asia to make the IPO a success.

The offering marked the first venture capital-backed IPO in Silicon Valley since August 2008 and delivered a 60 percent performance gain — the best of any IPO since 2007. The firm also represented OpenTable in its follow-on secondary offering of nearly US $200 million of common stock later in the year.

Practices Benefits & Compensation Capital Markets Emerging Companies Employment Intellectual Property Public Company Representation Transactional Tax

Offices Involved Asia Tokyo

Europe Hamburg, London, Madrid, Milan, Paris

United States Los Angeles, San Francisco, Silicon Valley

31 Latham & Watkins • 2009 Annual Review

Unity Media S.C.A.

Selling Germany’s Second-Largest Cable Operator Long time private equity clients BC Partners and Apollo Global Management came to Latham & Watkins for representation in the cross-border sale of jointly-owned company Unity Media S.C.A. The €2.6 billion (US $5.2 billion) sale of Unitymedia GmbH, Germany’s second-largest cable operator, to US-based Liberty Global, Inc. was handled by a Latham team on two continents, led by Frankfurt and New York partners who negotiated the deal in less than a week. Latham lawyers also handled the proposed alternative IPO and related matters.

The deal is notable for being one of the first major deals in approximately two years that did not have a distressed element to it, on either the acquirer or seller side. The debt financing was arranged through a bond offering in the capital markets. The Financial Times called it one of the largest acquisitions in Europe since the credit crisis began.

Practices Antitrust & Competition Banking Benefits & Compensation Capital Markets Mergers & Acquisitions Real Estate Technology Transactions Transactional Tax

Offices Involved Europe Brussels, Frankfurt, London, Munich

United States New York, Washington, D.C.

33 Latham & Watkins • 2009 Annual Review

Georgia-Pacific Corporation

Litigation Win in Superfund Matter Just weeks before trial was scheduled to begin, Latham & Watkins secured dismissal of plaintiffs’ Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) contribution claims on summary judgment for its client Georgia-Pacific Corporation. The litigation revolved around a Superfund cleanup allocation dispute arising from polychlorinated biphenyls (PCB) contamination of the Lower Fox River in Wisconsin. Georgia- Pacific was one of six major paper recycling mills that were sued by the manufacturer of PCB-containing paper for costs associated with what may be considered one of the largest pollution cleanup projects in the United States. The court’s ruling meant that Georgia-Pacific was not liable to the plaintiffs for contributing to the estimated US $1 billion cost of removing PCB contamination from the Lower Fox River, a problem that was created by the production and recycling of the plaintiffs’ carbonless copy paper from 1954–1971.

Collaboration and cooperation among cross-border teams of Latham & Watkins lawyers enabled the firm, through a combination of proceedings in the US and UK, to recover critical historical records held near London by the plaintiffs’ French parent. Based on this and other evidence along with legal arguments, the court dismissed plaintiffs’ claims.

Practices Environmental Litigation Product Liability, Mass Torts and Consumer Class Actions

Offices Involved Europe London

United States Chicago, Los Angeles, San Francisco

35 Latham & Watkins • 2009 Annual Review

Yahoo! Inc.

Middle East Acquisition of Maktoob.com Inc. Yahoo! Inc. sought to extend its reach into Arab markets by acquiring Maktoob.com Inc., the leading online community in the Middle East with more than 16.5 million unique users. Yahoo! executives looked to the local acumen and global footprint of Latham & Watkins to carry out the transaction. In what is regarded as a strategic move into a growing market for the Internet company, Latham & Watkins lawyers in the Middle East, US and Europe teamed up to provide Yahoo! with seamless coverage.

In conjunction with advice on structuring and negotiating the transaction, Latham & Watkins counseled Yahoo! on the US regulatory aspects associated with doing business in the Middle East and the commercial, employee benefits and employment issues surrounding the pre-completion restructuring of Maktoob.com’s business in the United Arab Emirates, Jordan, Saudi Arabia, Kuwait and Egypt. The acquisition was noteworthy as the first major acquisition of an Internet-based company in the Middle East by a major US industry player.

Practices Benefits & Compensation Employment Intellectual Property International Tax Mergers & Acquisitions Public Company Representation Regulatory Technology Transactions Transactional Tax

Offices Involved Europe Brussels, London

Middle East Abu Dhabi, Dubai

United States Los Angeles, Silicon Valley, Washington, D.C.

37 Latham & Watkins • 2009 Annual Review

Quebecor World Restructuring

Cross-Border Restructuring In one of the largest cross-border insolvency proceedings in 2009, Latham & Watkins advised client Royal Bank of Canada, as administrative agent for the pre-petition syndicate of lenders, in the US Chapter 11 bankruptcy proceedings for Quebecor World, Inc. and Quebecor USA. At the time it filed for reorganization, Montreal-based Quebecor World was the second-largest printing company in North America, with more than 90 locations.

The matter involved more than 18 months of negotiation with representatives of five different series of bondholders and a committee representing trade creditors from 29 different debtor entities. Latham’s multi-office insolvency team handled all aspects of the restructuring, including corporate, finance, antitrust and bankruptcy litigation. The team also fended off a major fraudulent conveyance attack on the bank groups’ claims and liens and dealt with a last minute effort to acquire the company.

The US $2.5 billion restructuring was completed in July, with Quebecor World emerging as World Color Press. The matter was recognized as one of Turnaround and Workouts’ “Most Successful Restructurings of 2009.”

Practices Antitrust & Competition Banking Insolvency Litigation Transactional Tax

Offices Involved United States Chicago, New York, Washington, D.C.

39 Latham & Watkins • 2009 Annual Review

Kohlberg Kravis Roberts & Co. L.P.

Strengthening Kodak’s Financial Picture Private equity investment pioneer Kohlberg Kravis Roberts & Co. L.P. (KKR) turned to Latham & Watkins for advice on its strategic investment in Eastman Kodak Company, renowned for its global brand. The Latham & Watkins team assisted KKR in structuring its investment, through managed investment vehicles, in US $300 million of 10.50% Senior Secured Notes due 2017 and warrants to purchase 40 million shares of Kodak common stock. The transaction called on expertise from the firm’s high yield, banking, equity capital markets and M&A practices, among others.

Practices Banking Benefits & Compensation Capital Markets Mergers & Acquisitions Transactional Tax

Offices Involved United States Los Angeles, New York, San Diego, Silicon Valley

41 Latham & Watkins • 2009 Annual Review

Wind Acquisition S.A. Financing

High Yield Financing in Europe Several Latham & Watkins offices teamed up to represent Deutsche Bank, Credit Suisse and Bank IMI as global coordinators and lead bookrunners on the €2.7 billion (US $3.8 billion) offering of Euro and US dollar denominated 11.75% Senior Notes due 2017 issued by Wind Acquisition Finance S.A. and guaranteed by Wind Telecomunicazioni S.p.A. — the largest high yield offering from a European issuer since 2006. Both tranches performed well in the secondary market demonstrating a widespread investor appetite for the risk and the entire offering helped reinvigorate the high yield market in Europe. Proceeds were used to pay a dividend, a portion of which was used to repay the payment-in-kind (PIK) loan of Wind Acquisition Holdings Finance S.A.

Subsequent to the offering in December, Latham & Watkins represented Morgan Stanley as global coordinator and lead bookrunner in connection with the issuance by Wind Acquisition Holdings Finance S.A. of €750 million (US $1.09 billion) of Euro and US dollar denominated PIK 12.25% Senior Notes due 2017. This was the first European offering of PIK notes since the credit crisis began in 2007, and it demonstrated the strength of the then-current European and US high yield markets. The proceeds were used to fund a distribution to its parent company, Weather Investments S.p.A., a portion of which was used to fund financings within the Weather group and to repay in full a bridge loan made to fund Weather Investments’ distressed acquisition of Wind Hellas Telecommunications.

Practices Banking Capital Markets Transactional Tax

Offices Involved Europe London, Milan

United States New York

43 Latham & Watkins • 2009 Annual Review

Live Nation, Inc.

Creating an Entertainment Powerhouse Los Angeles-based Live Nation, Inc., the world’s largest concert promoter, called upon Latham & Watkins to handle its tax-free, all-stock merger of equals with Ticketmaster Entertainment, Inc. to create the world’s premier live entertainment company, Live Nation Entertainment. Latham’s role spanned multiple legal disciplines, including serving as lead counsel in M&A and merger control. The US $2.5 billion transaction closed in January 2010 after obtaining the necessary regulatory clearances and approvals in the US and Europe. The acquisition creates the first truly integrated platform for live entertainment.

Practices Antitrust & Competition Banking Benefits & Compensation Capital Markets Employment Environmental Counseling Intellectual Property Mergers & Acquisitions Public Company Representation Real Estate Transactional Tax

Offices Involved Europe Brussels

United States Los Angeles, New York, Orange County, San Francisco, Silicon Valley, Washington, D.C.

45 Latham & Watkins • 2009 Annual Review

Senoko Power Limited

Asian Power Plant Refinancing Latham & Watkins advised Senoko Power Limited, Singapore’s largest power generation company, in its successful refinancing of bridge loan facilities used in its acquisition from Temasek Holdings (Private) Ltd in 2008. Senoko, which is owned by a consortium of sponsors comprising Marubeni Corporation, GDF Suez S.A., The Kansai Electric Power Co., Inc., Kyushu Electric Power Co., Inc. and Japan Bank for International Cooperation, made use of an innovative non-recourse structure including a SGD $2.35 billion (US $1.9 billion) senior debt facility.

A group of 16 commercial banks acted as mandated lead arrangers for the financing, which included complex currency and interest rate hedging arrangements. The Latham team successfully navigated multiple jurisdictional issues with Belgian and Japanese sponsors, Dutch and Singaporean borrowers, as well as Japanese government-owned parties participating in the financing. This cross-border deal was recognized by Project Finance International as the “Asia-Pacific Power Deal of the Year” in 2009.

Practices Banking Project Development & Finance

Offices Involved Asia Hong Kong, Singapore, Tokyo

Europe London

United States New York

47 Latham & Watkins • 2009 Annual Review

BC Partners Limited

Strategic PIPE Investment in Office Depot, Inc. When international private equity firm BC Partners sought to invest in Florida-based office supplies chain Office Depot, Inc., it turned to Latham & Watkins’ international private equity team to provide seamless legal assistance with its deal.

Latham’s team advised BC Partners on its US $350 million investment in Office Depot, which was accomplished by the purchase of approximately US $275 million of the company’s newly created 10% Series A Redeemable Convertible Perpetual Preferred Stock and approximately US $75 million of the company’s newly created 10% Series B Redeemable Contingent Convertible Perpetual Preferred Stock.

The deal closed with the completion of the sale of the preferred shares to funds advised by BC Partners, the corresponding receipt of proceeds by Office Depot and by the addition of three representatives of BC Partners to the Office Depot board of directors.

Practices Antitrust & Competition Benefits & Compensation Capital Markets Mergers & Acquisitions Real Estate Technology Transactions Transactional Tax

Offices Involved Europe Munich

United States New York, Washington, D.C.

49 Latham & Watkins • 2009 Annual Review

Nuance Communications, Inc.

Regulatory Win in Antitrust Investigation When Nuance Communications, Inc., a global leader in providing speech and digital imaging software, was the target of an investigation of the Networks and Technology Section of the Antitrust Division of the US Department of Justice (DOJ), it turned to Latham & Watkins’ antitrust litigation lawyers for counsel.

The government investigation arose out of Nuance’s 2008 cross- border acquisition of Philips Speech Recognition Systems GmbH, a business unit of Royal Philips Electronics and a leader in speech recognition solutions in the European healthcare market.

Following the acquisition, the DOJ served Nuance with a Civil Investigative Demand pursuant to the Antitrust Civil Process Act to investigate claims of monopolizing trade under Section 2 of the Sherman Act and Section 7 of the Clayton Act. Latham & Watkins’ experienced team of regulatory lawyers collaborated to successfully defend Nuance, and the investigation was closed by the DOJ in December 2009.

Practice Antitrust & Competition

Offices Involved United States San Francisco, Washington, D.C.

51 Latham & Watkins • 2009 Annual Review

CV Therapeutics, Inc.

Major Pharmaceutical Merger Latham & Watkins represented biopharmaceutical company CV Therapeutics (CVT) in what became one of the most complex M&A transactions completed during the economic downturn. A multi-office team of Latham & Watkins attorneys steered CVT through a myriad of legal challenges — including a hostile takeover attempt, litigation, a lawsuit by Astellas Pharma to dissolve CVT’s “poison pill,” a potential proxy fight and ultimately the negotiation of a merger agreement with “white knight” Gilead Sciences, Inc. — culminating in a nearly US $1.5 billion acquisition by Gilead.

The hostile takeover attempt of CVT by Astellas was the first hostile bid by a Japanese company of a US company in more than 20 years. While defending against Astella’s hostile bid, CVT and Latham lawyers initiated negotiations with Gilead, which itself insisted that a complete merger agreement be completed prior to the time that CVT was required to file its 14d-9 response consistent with federal securities law — less than 10 days from the time that discussions commenced.

Following the announcement of Gilead’s tender offer, shareholder litigation was filed, challenging the proposed acquisition and seeking to enjoin the transaction. A team of Latham attorneys litigated the matter on an expedited schedule. Within days, the team conducted numerous depositions in seven locations across the US and successfully argued against the injunction seeking to halt the sale. After Latham & Watkins prevailed in court, the case was voluntarily dismissed and CVT’s sale to Gilead was consummated.

Practices Antitrust & Competition Benefits & Compensation Health Care & Life Sciences Mergers & Acquisitions Public Company Representation Securities Litigation & Professional Liability Takeover Defense

Offices Involved Europe Brussels

United States New York, San Francisco, Silicon Valley, Washington, D.C.

53 Latham & Watkins • 2009 Annual Review

San Diego Gas & Electric Company

High-Profile Asbestos Defense Latham & Watkins represented San Diego Gas & Electric Company (SDG&E) in a three-year Clean Air Act federal criminal prosecution involving the decommissioning of a natural gas facility. The government claimed that miles of asbestos-containing materials removed during the project were “regulated” and subject to EPA- mandated work practices. Latham revealed that for more than a decade EPA (and states) had based their asbestos enforcement programs on a test method for determining asbestos content and federal jurisdiction that was never promulgated into law. In a case of first impression, Latham successfully challenged the government’s prosecution, leading to dismissal of the first indictment.

Following re-indictment and a six-week trial in 2007, Latham demonstrated that the regulatory threshold for asbestos content was not exceeded. After the government argued that the correct test method was “not the law,” SDG&E was found guilty based on the government’s inflated test results. The court granted a new trial because a “serious miscarriage of justice” occurred, and the Ninth Circuit Court of Appeals affirmed. In 2009 while preparing for retrial, Latham convinced the court to exclude all of the government’s evidence for failing to comply with the proper test method. Following that ruling, the government dismissed all charges.

Practices Environmental Litigation Product Liability, Mass Torts and Consumer Class Actions White Collar & Government Investigations

Office Involved United States San Diego

55 Latham & Watkins • 2009 Annual Review 56 Latham & Watkins • 2009 Annual Review Supporting Our Practices

Thought Leadership

Latham & Watkins’ commitment to helping clients find innovative and creative solutions to their legal challenges takes many forms. The firm continued to demonstrate market leadership in 2009 by remaining at the forefront of issues — from emerging industries and government policy to business and legal reform.

At the Center of the On behalf of the California Climate Environmental Debate Coalition, the firm is engaged in the implementation of California’s landmark Latham & Watkins is a leader in economy-wide climate change program sustainability and renewable energy that Governor Arnold Schwarzenegger issues around the world. In the renewable signed into law in the fall of 2006. At energy sector, for example, the firm co- the national level, Latham represents founded the Middle East Renewable the National Climate Coalition in the Energy Forum (MEREF), the region’s development of the US Environmental leading association focused on advancing Protection Agency’s greenhouse gas the renewable energy sector’s interests regulatory programs under the federal in the Middle East and North Africa. Clean Air Act. Both coalitions are focused Latham is at the center of MEREF’s on how best to structure carbon markets so efforts to advance clean energy policy as to accelerate the development of low- in the Middle East and North Africa, carbon, clean technologies and to minimize actively working with the region’s regulatory costs. Latham is also assisting leading developers, financiers, advisors clients with the latest incentives designed and investors. to promote renewable energy and clean In the US, Latham attorneys sit on technology in the American Recovery and important national government advisory Reinvestment Act of 2009. groups, such as the Climate Change Work San Diego and other markets, for example, Group, and the Advanced Coal Technology have had success implementing regional Work Group. The firm also regularly “cluster” approaches that involve advises clients regarding greenhouse gas business, civic and academic players to issues arising under the Kyoto Protocol, incubate growth industries. When such emerging US state and regional climate as effort was launched for cleantech programs, shareholder disclosure issues in southern California in 2007, Latham related to climate risks, and related climate played an instrumental role in organizing change and carbon credit litigation. the CleanTECH San Diego coalition,

57 Latham & Watkins • 2009 Annual Review which provided local businesses and Latham & Watkins is also involved public agencies with legal and financial in the Basel II Accord for banks, assistance in submitting applications for particularly regarding regulatory capital federal grants. In 2009, this assistance requirements for the banking book and helped produce US $154 million in federal the trading book and the rules relating bond financing opportunities for solar to hybrid capital instruments. Latham installations on public facilities in San participates actively, both directly and Diego through the Clean Renewable on behalf of clients, in developing the Energy Bonds program of the American banking industry’s response to the Recovery and Reinvestment Act of 2009. wide-ranging modifications to the Accord currently underway and in Developing Government Policy connection with its implementation and Legal Standards within the European Union. Latham is Latham & Watkins’ work in regional also at the center of the development business and law reform includes co- of the Solvency II Directive regarding chairing a working group committee regulatory capital requirements for in Dubai charged with re-drafting the insurance companies within the NASDAQ Dubai listing rules, as well as European Union. n advising on insolvency and creditors’ rights law and institutional reform across numerous Middle East jurisdictions. Latham attorneys are also assisting the Qatar Financial Markets Authority and the Qatar Exchange on their securities laws and listing rules architecture.

Similarly, Latham is a leader of the European High Yield Association’s Insolvency Law Reform Working Group. In consultation with the UK government, the Group seeks to promote significant reform to UK insolvency laws.

58 Latham & Watkins • 2009 Annual Review Diversity

Latham & Watkins continues to be a orientation. Latham & Watkins also leader in conceiving, promoting and received high marks in two implementing methods that ensure assessments of law firm diversity lawyers are hired, trained and promoted published by MultiCultural fairly and with attention to the goals of Law magazine. equal opportunity and diversity in the All of these accolades and recognition practice of law. Latham’s commitment would not be possible without a to these goals is reflected both in concerted effort throughout the firm our attorney population and in our to promote the spirit of inclusion. management. Lawyers of diverse Latham & Watkins encourages full backgrounds have a history of serving participation in diversity-related on firm committees — responsible for programming throughout all firm promotions to partnership, recruiting initiatives, from programs focusing on and training, and other aspects of business development, training and firm management. career enhancement to the Latham In 2009, Latham & Watkins’ commitment Mentoring Program, which is designed to diversity was recognized by client to facilitate the integration of lawyers Navistar International Corporation, with of all backgrounds. its “Large Firm Minority Diversity” Award. In addition to focusing on members By doubling the presence and participation of the firm, Latham & Watkins has a of minority attorneys on Navistar matters, commitment to recruiting lawyers and the firm exceeded Navistar’s voluntary others of diverse backgrounds. As an diversity goals. integral part of our Global Recruiting For the seventh consecutive year, Latham Committee, the firm maintains & Watkins was included in The American an active Diversity Hiring Sub- Lawyer’s “A-List,” a component of Committee consisting of lawyers and which includes workplace diversity. For professional staff devoted to diversity the second consecutive year, Latham outreach efforts. Latham & Watkins & Watkins earned also continued its Diversity Scholars a perfect score in Program in 2009, awarding four the Human Rights $10,000 scholarships to second-year

Campaign Foundation’s law students in the United States. n 2009 Corporate Equality Index, an annual survey that examines workplace policies relating to sexual

59 Latham & Watkins • 2009 Annual Review Moving Forward by Giving Back

Teamwork, pro bono and community service have been staple components of the Latham & Watkins culture since the firm’s founding in 1934. In 2009, Latham & Watkins celebrated its 75th anniversary and, in conjunction with that celebration, launched the “Moving Forward by Giving Back” community service program. Latham & Watkins offices also were active Through this initiative, attorneys, in participating in teaching and mentoring paralegals and staff from the firm’s offices programs for low-income, high-risk across the globe shared their time, talents youth in New Jersey and Los Angeles, and enthusiasm in support of charities cooking and serving meals to the homeless and other organizations with missions that at a Tokyo food bank — the first-ever help the poor and/or eradicate poverty in food bank established in Japan — and their local communities. Activities included by spearheading a charity drive that raising funds to support homeless youth collected clothing, household goods and in London, sports activities for disabled medical supplies for vulnerable families, children and adults in Madrid and Brussels, orphanages and hospitals throughout feeding the hungry in San Diego, Rome, Russia. Continuing to grow as a firm, and Chicago, Milan and San Francisco, and to celebrate the Latham & Watkins spirit by providing clothing, computers and pajamas sharing it with our communities and each to orphans in New York, Singapore and other, is as important to the firm now as it

Hong Kong. was in its first 75 years.n

60 Latham & Watkins • 2009 Annual Review

Pro Bono

Latham & Watkins plays a leading role in addressing the unmet legal needs 2009 Pro Bono Highlights of the poor and disadvantaged in our Hours: 250,000* communities. Our attorneys, summer associates, paralegals and professional Participating Attorneys: 1,727 staff provide free legal services to low- Participating income individuals as well as organizations Summer Associates: 142 addressing the needs of the poor and Participating Paralegals: 179 nonprofit community organizations lacking the ability to pay. Through the thousands Value of Services: $100 million* of hours we dedicate to pro bono, Latham makes public interest work an integral part * Approximate figures. Includes pro bono services by attorneys, summer associates, paralegals and professional staff. of our practice of law.

With more than 2,000 attorneys, summer microfinance, immigration work and associates, paralegals and professional nonprofit corporate counseling to social staff in 25 offices across 13 countries entrepreneurship, death penalty work participating in our program, Latham & and appellate advocacy, our pro bono Watkins provided approximately 250,000 program includes almost every area of hours of free legal services valued in public interest law. excess of US $100 million in 2009. In the The pro bono program at Latham & past decade, Latham & Watkins provided Watkins demonstrates the commitment more than US $500 million in free legal and compassion of our attorneys, services, totaling more than 1.6 million pro paralegals and staff in providing bono hours. This tremendous effort makes needed legal services to the poor and the firm one of the world’s largest providers disadvantaged in our communities. To of free legal services. learn about some of our many pro bono Our pro bono program is broad and stories from 2009, read our 2009 Pro Bono diverse. Like our commercial clients, Annual Review at LW.com. n our pro bono clients come to us with problems big and small, from nearly every corner of the world. From domestic violence prevention, poverty law,

61 Latham & Watkins • 2009 Annual Review Women Enriching Business

Latham & Watkins’ WEB — Women Enriching Business — initiative is an ongoing effort to focus on business WEB development issues and opportunities WOMEN particularly relevant to women. The goal ENRICHING of WEB is to help address the changing face of influence in business by creating BUSINESS broader networks and productive business development relationships for women in business. list. Each year the magazine honors 50 law firms that are “leading the charge WEB has partnered with a number of for change” based on “workforce profile, women’s initiative groups from other family-friendly benefits and policies, organizations to further this endeavor. In flexibility, leadership, compensation, 2009, WEB co-sponsored an event with advancement and retention of women, firm client Ernst & Young in Washington, among other factors.” Latham’s PRO D.C. titled, “Build It and They Will Come,” RATA program, which gives associates a women’s leadership forum. In addition, returning from parental leave an option WEB hosted a series of breakfast programs to work a reduced pace schedule for six in Paris titled, “Petits-Déjeuners du WEB,” months without seeking prior approval, that delved into various issues affecting was singled out as a key work-life women in business. Latham & Watkins initiative and woman-friendly policy. n also hosted a number of social, educational and networking events as part of WEB in 2009, including panel discussions, a reception at a tennis tournament, cooking demonstrations, a charity event at an Italian fashion outlet and more.

Working Mother and Flex-Time Lawyers named Latham & Watkins one of the “2009 Best Law Firm for Women.” It was the firm’s second consecutive year on the

62 Latham & Watkins • 2009 Annual Review

Innovation

As Latham & Watkins has expanded in size and practice to become one of the largest law firms in the world, we have also expanded the technology we rely on to facilitate client matters and intra-firm communications, implementing cutting- edge solutions to maintain the firm’s trademarks of efficiency and innovation. With a long track record as an innovator in law firm management, Latham & Watkins is constantly looking to adopt sophisticated technology that enhances client service, fosters collaboration and supports firm administration.

This innovative application of technology ComplianceNet is borne out in a number of ways, Latham & Watkins created this Web-based including delivery of client service. The compliance tool to manage more efficiently following products and services exemplify compliance program transactions this approach: by allowing users in all locations to immediately access and manage extensive Capture provider contract information within a The Latham & Watkins Outsourcing single, system-wide database. With all team has launched a new product called compliance personnel using standardized, “Capture” to transform the initial stage law firm-designed data entry forms to of outsourcing projects, during which input contract information, ComplianceNet attorneys must capture the client’s promotes a greater level of legal requirements for inclusion in requests compliance while reducing operating costs for proposals or contract documents. and enhancing management efficiency. Latham has built a portfolio of interactive Adobe forms for clients to complete that Discovery Services Group anticipate the different permutations of an Comprised of former Latham & Watkins outsourcing deal. The forms are structured litigation associates, the Discovery so that only the questions relevant to the Services Group utilizes its legal expertise particular needs of the client are revealed, to master the process of preserving, based on answers to previous questions. collecting, processing, reviewing Once completed, the forms provide the and producing electronically stored roadmap for the drafting of the contract information. As a mission, the group seeks and its schedules. to help clients address the increasing costs and complexity of electronic discovery. The group works closely with Latham’s practice support technologists, who

63 Latham & Watkins • 2009 Annual Review provide high level technical services and ClientNET consulting for all phases of litigation. Latham & Watkins offers clients 24/7 Together, the two groups have the legal secure access to their data from any and technical expertise to streamline the Internet connection through our in-house electronic discovery process, resulting in developed extranet, ClientNET. Latham’s increased efficiency, decreased costs and ClientNET is a secure online environment reduced risk. where clients and their Latham team members can share data, allowing for Next Generation easier matter management. ClientNET Videoconferencing has been customized in the following Latham & Watkins has designed and ways to handle both transactional and implemented an industry-leading litigation matters: videoconference strategy that utilizes in-house expertise and highly integrated Virtual Deal/Data Rooms – provide access communications technologies. The to documents contained within online data videoconference platform, which rooms, giving acquirers, sellers, sponsors, includes six state-of-the-art telepresence investment banks, lenders and borrowers rooms, allows for immediate multi- additional flexibility while providing clients location collaboration between attorneys with significant time and cost savings. and clients. Virtual data rooms can be structured to allow full access to all documents or may In this cost-conscious environment, law be configured so that only authorized firms and clients who are scrutinizing persons have view-only access to specific travel budgets can appreciate this robust folders of documents. technology that allows for increased personal client interaction, often over an extended period of time. One Latham team in London, for example, was able to convene a series of meetings lasting six hours a day over a 10-day period with a key client in New York, facilitating immediate collaboration in a high quality and secure environment to finalize a deal.

64 Latham & Watkins • 2009 Annual Review Virtual War Rooms – provide access in Contract Manager to track progress to transcripts, pleadings and discovery during the transaction (using its powerful documents for all types of disputes in one reporting tools) and to provide general central online location. Other standard counsel and company executives with an Latham litigation tools are integrated online repository of all of the agreements into the ClientNET system to simulate that support the carved out business. a physical case war room. All electronic Clients who have used Contract Manager data about the dispute are aggregated say it is better than any commercial within ClientNET and accessed via package they have tried. native applications such as iCONECT, Context – another extension of ClientNET LiveNote Web and Pleading Clip Library, is Context, which provides a complete tool meaning that no additional fees are for collaborating on executed contracts. incurred by clients. Contracts are stored as part of Contract Contract Manager – an extension Manager in ClientNET, allowing clients of ClientNET, Contract Manager is and Latham attorneys to easily comment a dedicated tool that provides for on points of interest and collaborate on key organizing and tracking both hard and areas, as well as capture know-how about soft copies of agreements. Although a deal. Context facilitates navigation of designed to allow a company general large documents, not merely adding first counsel or contract management office class search capabilities, but allowing tours to create a virtual filing system for a to be created that walk users through key company’s agreements, it can also points of interest. n be used as a collection tool during diligence projects. It is particularly useful in carve out transactions where Latham is called upon to put in place numerous agreements to support a new company or division. All of the contract documentation and details can be placed

65 Latham & Watkins • 2009 Annual Review 2009 Accolades

The American Lawyer “A-List” For the second consecutive year, Latham & Watkins ranked #2 among US law firms inThe American Lawyer’s 2009 “A-List.” This marks the firm’s seventh consecutive year on the list — Latham & Watkins has ranked in the “A-List’s” Top 10 since its inception in 2003. The list is based on an evaluation of several criteria, including revenue per lawyer, pro bono participation, associate satisfaction and workplace diversity. Created by The American Lawyer, the “A-List” strives to identify law firms that are “best at balancing a thriving business with their obligations to the profession.” Placing consistently at the top of the “A-List” reinforces Latham & Watkins’ success on many different levels, from its commitment to providing excellent client service and pro bono, to workplace diversity in all its forms.

Financial Times Innovative Lawyers Awards Latham & Watkins was once again recognized in a number of categories in the 2009 Financial Times Innovative Lawyers awards. The firm was noted as “Highly Commended” in the Client Service category for its outsourcing team’s “Capture” tool. The firm was “Commended” in the Law Firm Management category for its sophisticated use of videoconferencing technology that can “simulate the dynamics of real meetings . . . and has been used by their clients in negotiations.” The publication also recognized Latham’s innovation in substantive legal categories, including dispute resolution, private equity and defense of companies in securities fraud and ERISA class actions resulting from the US mortgage crisis.

Working Mother Magazine Working Mother magazine and work/life balance consulting firm Flex-Time Lawyers have, for the second year in a row, recognized Latham & Watkins as one of the “2009 Best Law Firm for Women.” The magazine names 50 law firms to its prestigious list. In recognizing Latham & Watkins, Working Mother noted that “this global law firm [is] at the ready to help” moms and dads transition back to the workplace, and that the firm encourages flexibility and provides mentoring for associates remaining on the partnership track. This honor also recognizes leadership, compensation, advancement and the retention of women, among other criteria.

66 Latham & Watkins • 2009 Annual Review Latham & Watkins’ 2009 Annual Review has been printed on a certified FSC paper product, using soy-based inks.

67 Latham & Watkins • 2009 Annual Review

LW.com

B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s Asia

Beijing M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o Hong Kong S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o Shanghai Singapore D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w Tokyo M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y

Europe S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t Barcelona H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k Brussels Frankfurt O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o Hamburg London W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g Madrid H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e Milan Moscow O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o Munich Paris A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n Rome L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e

Middle East S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a Abu Dhabi B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s Doha Dubai M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o

United States D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h Chicago N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e Houston Los Angeles T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a Beijing Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong New Jersey New York H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e Orange County S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a San Diego San Francisco B e i j i n g B r u s s e l s C h i c a g o D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s Silicon Valley Washington, D.C. M a d r i d M i l a n M o s c o w M u n i c h N e w J e r s e y N e w Y o r k O r a n g e C o u n t y P a r i s R o m e S a n D i e g o S a n F r a n c i s c o S h a n g h a i S i l i c o n V a l l e y S i n g a p o r e T o k y o W a s h i n g t o n , d . c . A b u D h a b i B a r c e l o n a B e i j i n g B r u s s e l s C h i c a g o 68 Latham & Watkins • 2009 Annual Review D o h a D u b a i F r a n k f u r t H a m b u r g H o n g K o n g H o u s t o n L o n d o n L o s A n g e l e s M a d r i d M i l a n M o s c o w M u n i c h