CSR Advisory Group
O’Melveny & Myers LLP CSR Advisory Group
November 2020
Eric Rothenberg (Chair) Partner New York tel: +1 212 326 2003 [email protected]
Contents
EHS and Energy Conservation Tech 3
Paul Sieben 4
EHS Stewardship 6
Kelly McTigue 7
Geoff Yost 9
Environmental 11
Eric Rothenberg, CSR Advisory Group Chair 12
FCPA and White Collar 16
David L. Kirman 17
Greta Lichtenbaum 22
Food and Product Safety 28
Hannah Y. Chanoine 29
Impact Funds 33
Alicja Biskupska-Haas 34
Labor Stewardship 36
Aparna B. Joshi 37
Adam Karr 41
Privacy and Security 45
Lisa Monaco 46
Real Estate 51
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Michael D. Hamilton 52
Renewable Energy Stewardship 57
Junaid Chida 58
Water Stewardship 64
Matt Kline 65
Heather Welles 69
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EHS and Energy Conservation Tech
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Paul Sieben Partner
Silicon Valley D: +1-650-473-2613 [email protected]
Paul Sieben, Head of O’Melveny’s Silicon Valley office, Admissions represents all stages of technology companies as well as numerous venture capital firms, other investors and market Bar Admissions participants. Paul’s practice is focused on M&A, venture capital, California private equity, early liquidity transactions, spin-offs, recapitalizations, public equity offerings and private debt Education transactions. Paul has served as lead counsel on hundreds of University of California, Los Angeles, venture capital, angel and private-equity financings, more than a J.D., 1998: Order of the Coif; Corpus hundred and fifty M&A transactions of all sizes, and a significant Juris Secundum Awards in Tort Law number of recapitalizations, public offerings and other and Civil Procedure transactions — many on behalf of, or opposite, major tech University of California, Santa companies, venture capital and private equity firms. Barbara, B.A., 1995: High Honors; Paul’s practice stems from his relationships with a combination of Dean’s List early and late stage venture capital firms, large public technology companies and from his startup company practice, where he handles formation, founder-related matters, seed investments and venture capital financings for early-stage companies and then continues to represent them in various matters including later stage financings, M&A and corporate governance matters as they grow into larger private and public companies. His clients include companies in a wide range of technology markets, including security, storage, mobile, gaming, cloud, big data, software, wearables, media, social, Internet and clean technology. Paul also has significant cross-border experience, particularly with Cayman entities doing business in China. Paul has been recognized by several publications for his work, including, the International Financial Law Review 1000 (which has named Paul one of its leading lawyers for private equity),
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Legal 500 US (which has recognized him as a leading lawyer in its Venture Capital and Emerging Companies category, citing the “extraordinary support” he provides to clients and his ability to “produce very high-quality work on short timelines”) and Super Lawyers’ “Rising Stars” list of Northern California’s best young attorneys in the area of Mergers & Acquisitions. Prior to joining O’Melveny, Paul was an associate in the Palo Alto office of Brobeck, Phleger & Harrison.
Experience • $800 million financing and related tender offer of private social media company • Over $1.0 billion spinout and sale of mobile gaming company • $200 million financing of a leading mobile payments company • $200 million acquisition of advanced authentication company • Scores of private company tender offer and other "early liquidity" transactions on behalf of both investors and large private technology companies • Formation, financing and ultimate sales of multiple social media, cyber-security, e-commerce and enterprise software companies to the world's largest public and private Internet and software companies • Spin-out, financing, public offering and sale of authentication device and software provider • Private-equity buyouts of international and domestic data center switching, health-care services, solar and telecommunications companies • Multiple joint venture transactions involving clean technology companies • $350 million sale of private data-loss prevention company • Multiple Nasdaq public offerings of flash memory companies • Nasdaq initial public offering of a U.K. automation company • Multiple PIPE transactions and Nasdaq public offerings for storage and data backup company
Professional Activities Member
• California Bar Association Speaker
• Emerging Manager Venture Summit, “Managing Partial Liquidity – A Map through the Minefield” • Silicon Valley Association of General Counsel (SVAGC): “Trends in Technology Mergers & Acquisitions” • Dow Jones VentureWire Technology Showcase, “Finding an Exit”; VentureBeat, “Downturn Roundtable” • Entrepreneurs Forum, North America Chinese Semiconductor Association (NACSA)
Honors & Awards • International Financial Law Review 1000, Leading Lawyers for Private Equity • Legal 500 US, Recommended in Venture Capital and Emerging Companies Category • Legal 500 US, Recommended in M&A - Middle-Market Category • Super Lawyers’ “Rising Stars” Northern California, Mergers & Acquisitions
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EHS Stewardship
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Kelly McTigue Partner
Los Angeles D: +1-213-430-6297 [email protected]
Martin J. (“Kelly”) McTigue’s practice covers a wide range of Admissions environmental issues, including water quality and supply, air quality including climate change and greenhouse gas regulation, Bar Admissions reporting obligations, permitting issues, and the regulation and California remediation of hazardous substances and natural resource damages. He also directs national and international Education environmental diligence associated with mergers, acquisitions Southwestern University School of and financings. The relationships with environmental regulatory Law, J.D., 1990: cum laude; agencies he established throughout his career enable Kelly to Southwestern University Law Review anticipate the environmental and water issues likely to confront University of Idaho, B.S., 1981: his clients, and provide advice tailored to their unique Business Management circumstances. Kelly’s experience with Superfund and hazardous waste law, as well as the redevelopment, transfer, and cleanup of contaminated property, includes representation of clients at several major groundwater contamination Superfund sites in California and Arizona, as well as other remediation sites in Washington, Oregon and Idaho along with federal and state locations. He represents clients across a variety of industries, including mining, waste management, property development, ports, airports, energy, oil and gas, manufacturing, biotechnology and entertainment. Kelly also provides environmental compliance, water resources and diligence advice to energy industry clients and has experience with most types of power plants, including thermal, cogeneration, and such alternative technologies as wind, solar, and geothermal. Kelly frequently negotiates with, and participates in public hearings before, federal and state environmental agencies, such as the US Environmental Protection Agency, the US Bureau of
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Reclamation, the Army Corps of Engineers, US Forest Service, US Fish and Wildlife Service, Cal-EPA’s Department of Toxic Substances Control, the Department of Health Services, the Air Resources Board and the various local air districts, the State Water Resources Control Board and its various Regional Boards, the California Energy Commission, and the California Coastal Commission, and other states’ counterpart agencies. Kelly also is a frequent speaker and author on environmental law issues. He is recognized in Chambers USA and The Best Lawyers in America as one of the leading US environmental lawyers.
Professional Activities Member
• State Bar of California, Environmental Law Section Co-Author
• “California Environmental Law Handbook,” Gov’t Institutes (4th Ed. 1990 – 6th Ed. 1992) Editor
• “Environmental Spill Reporting Handbook,” Thompson-West (2006 Ed.)
Honors & Awards • Recognized by Best Lawyers® 2020 for Environmental Law and Litigation - Environmental in Los Angeles, CA; Kelly has been listed in Best Lawyers® since 2008. • The Legal 500: United States (2018-2019) • AmLaw - Top Rated Lawyer in Energy/Environmental (2013) • Chambers USA - Americas Leading Lawyers for Business (2008-2020) • Who’s Who Legal - Recommended in Environment (2018-2019) • Los Angeles Business Journal - Who’s Who of Environmental Lawyers (2008)
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Geoff Yost Partner
San Francisco D: +1-415-984-8724 [email protected]
Geoff brings more than 21 years of experience to his practice, Admissions which focuses on high-technology patent, antitrust, and commercial litigation, as well as environmental litigation, including Bar Admissions contamination disputes, toxics issues, government enforcement, California and water and other natural resources disputes. He is also a Court Admissions member both of the firm’s Intellectual Property and Technology U.S. District Court, Eastern, Northern, practice and its Energy, Natural Resources, and Environment and Southern Districts of California practice and has extensive experience with patent litigation, U.S. Court of Appeals, Ninth Circuit environmental citizen suits, Proposition 65, and cleanup cost recovery actions. U.S. Court of Federal Claims Geoff’s clients span a wide range of industries and include semiconductor manufacturers, consumer electronics makers, Education Electronic Design Automation specialists, transportation Santa Clara University School of Law, companies, real estate trusts and trustees, banks, retailers, and J.D., 1991: cum laude; Emery Scholar consumer products manufacturers. University of California at Berkeley, With an eye toward avoiding litigation whenever possible, he B.A., 1987 adopts a sound, cost-effective strategy that focuses on successful resolution through settlement or in court.
Experience • Represented a large, multinational semiconductor manufacturer in multiple patent and antitrust actions against a high-profile computer memory interface technology firm • Helped to try patent infringement case and obtained a favorable jury verdict and a permanent injunction on behalf of major EDA company against its primary competitor
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• Defended a price fixing antitrust suit against major semiconductor manufacturer ultimately resolved by settlement • Defended and settled state hazardous waste handling enforcement action against a major transportation company • Defending a large, multinational consumer electronics manufacturer in patent litigation • Prosecuting patent litigation against major web services providers on behalf of the bankruptcy estate of a major cable internet provider • Litigated and settled international arbitration for software development firm following acquisition of Canadian software development partnership • Litigated and settled software development contract dispute between software engineering consulting firm and its client • Litigated numerous federal and state law cost recovery lawsuits in federal and state courts on behalf of landowners, manufacturers, a major railroad, and energy companies • Defended and counseled clients facing Proposition 65 claims, including clients in the consumer products, furniture, retail, home products, construction, and dry cleaning industries • Advised a major consumer products testing company regarding its Proposition 65 compliance testing services • Represented major utility in natural resource litigation • Successfully defended major bank through appeal and recovered attorneys' fees in a dispute with a developer over contaminated commercial real estate • Successfully defended California petroleum company through appeal against a Clean Water Act citizen suit • Represented renewable energy company and dry cleaner franchise in administrative proceedings before the South Coast Air Quality Management District • Successfully defended petroleum distributor and its employee against allegations of trade secret theft, obtaining dismissal on summary judgment
Professional Activities Extern
• California Supreme Court (1990) Member
• San Francisco Bar Association Adjunct Professor
• University of California, Hastings College of Law (1998) Editorial Board
• Environmental Liability, Enforcement and Penalties Reporter (2000-2008)
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Environmental
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Eric Rothenberg Partner
New York D: +1-212-326-2003 [email protected]
Eric B. Rothenberg leads the Firm’s Environmental Practice. He Admissions represents business and financial institutions in a broad range of adversarial matters, including superfund proceedings, toxic tort Bar Admissions claims and private cost recovery actions. Drawing upon his New York experience as a graduate-degree environmental engineer, Eric Missouri also directs diligence and documentation of transactions, financings and restructurings/reorganizations involving industrial Court Admissions and commercial properties. He also serves as lead counsel and US Supreme Court court-appointed allocation counsel at National Priorities List superfund sites. Education
He is a frequent speaker and author of numerous publications Northeastern University, J.D., 1981 including current U.S. and International Environmental Law Harvard University School of Public summaries for the PLI Corporate Legal Counsel series and Health, M.S., 1976 LexisNexis compliance guides. He is recognized by Chambers USA, Best Lawyers in America, Super Lawyers, and International Harvard University, A.B., 1975: magna cum laude Who’s Who as a leading US environmental lawyer.
Experience • O'Melveny provided environmental and regulatory due diligence and documentation for Apollo Management LP in its acquisition of Constellis Holdings. A consortium of investors led by Apollo entered into a definitive agreement to acquire Constellis for an estimated US$1 Billion. Constellis, formerly known as Blackwater, is a global consultant for military operations with a primary training facility in Moyock, North Carolina. • Lowell Acquisition, LLC with respect to the diligence and documentation for the roll up acquisition of a sportswear manufacturer
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• Apollo Global Management and its portfolio company, Taminco Corp. (Taminco), the world's largest producer of alkylamines and alkylamine derivatives, in the $2.8 billion sale of Taminco to Eastman Chemical Company, a global producer of specialty chemicals • Verso Paper in its $1.4 billion acquisition of NewPage, a privately held producer of specialty paper products • Apollo Global Management in its $7.15 billion acquisition of El Paso Corporation's oil and gas exploration units • The Carlyle Group in its acquisition, along with other investors, in a majority stake in Luxembourg- based metals trader, the Traxys Group • CI Capital Partners in its sale of building products distributor, FBM, to Lone Star for $560 million • CI Capital Partners in its sale of chemicals firm KIK Custom Products to Centerbridge Partners for $780 million • Apollo Global Management in its acquisition of Houston-based oilfield services company, Express Energy Services • Apollo Global Management and its Paris-based portfolio company, Constellium NV, a global aluminum fabricator, in the $1.4 billion acquisition of privately held Wise Metals Group LLC, a leading producer of aluminum can stock for the beverage and food industries • Apollo Global Management and its portfolio company, Talos Energy Offshore LLC, in the $200 million acquisition of certain Gulf of Mexico off-shore, shallow zone oil and gas properties from Stone Energy Corp. • Apollo Global Management in its $1.8 billion acquisition of the Bighorn oil and gas assets of Encana Corp. in Canada's Alberta Deep Basin • Apollo Global Management in partnering with Caelus Energy Alaska LLC in its $300 million acquisition of the Alaskan oil and gas business of Pioneer Natural Resources • Apollo Global Management in its acquisition of certain assets of Hostess Brands, Inc.'s baked snack foods business for $410 million in cash • Apollo Global Management in its $190 million acquisition of the formic acid business of Kemira Oyj • Apollo Global Management in its $400 million acquisition of Pitney Bowes Management Services • Apollo Global Management in its $2.5 billion purchase of McGraw-Hill's education unit • Apollo Global Management in forming a strategic partnership with Jimmy Sanders, Inc. • Apollo Global Management in partnering with London developer Glebe Asset Management Ltd. in its acquisition of Data Centre • Apollo Global Management in its $703 million acquisition of Wisconsin water park property owner and manager Great Wolf Resorts Inc. • Apollo Global Management in its $1 billion investment in Norwegian Cruise Lines Corporation Ltd. and subsequent $3 billion merger with Prestige Cruises International • Apollo Global Management in its $1.15 billion acquisition of Xstrata Aluminum (now Noranda) • Apollo Global Management in its acquisition of International Paper Company's fine paper business (renamed Verso Paper) • Apollo Global Management in its $1.825 billion acquisition of Rexnord and $1.25 billion acquisition of Jacuzzi Brands, Inc. • Apollo Global Management in its $3.8 billion acquisition of the plastics, resins, silicones and quartz (Advanced Materials) division of General Electric Co.
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• Apollo Global Management in its $1.48 billion acquisition of the business and assets of the logistics division of TNT N.V., the Dutch parent company of TNT Logistics North America (now CEVA) • Apollo Global Management in its acquisition of, and $1.85 billion secured load and high yield note and bridge financing in connection with its acquisition, of Berry Plastics • Apollo Global Management and portfolio companies Borden Chemical, Inc. Resolution Performance Products LLC and Resolution Specialty Materials LLC in the formation of Hexion Specialty Chemicals, Inc. and subsequent tuck-in acquisitions of specialty chemical businesses of Akzo, Eastman, Orica, Rhodia, and Reutgers • Apollo Global Management and the Texas Pacific Group LLC in their $15.1 billion acquisition of Caesar's/Harrah's Entertainment Inc. • Apollo Global Management in its investment in two subsidiaries of Welspun Group • CI Capital Partners in its acquisition of specialty packaging company IntraPac • CI Capital Partners in its acquisition of Valley National Gases Incorporated • Elementis in its acquisition of Deuchem • Francisco Partners in its investment in Data Connection Limited • International Game Technology in its acquisition of Cyberview Technology, Inc. • KIK Custom Products, Inc., a portfolio company of CI Capital Partners, in its $300 million acquisition of the BioLab pool care additives business of Chemtura Corporation • Kohlberg & Company, LLC in its acquisition of SM&P Utility Resources, Inc. and Central Locating Service, Ltd. • Palladium Equity Partners in its acquisition of American Gilsonite Co. • QSA Holdings Ltd., a portfolio company of Coller Capital Ltd., in the sale of its wholly-owned subsidiary, QSA Global Inc., to an undisclosed purchaser • TCW Global Project Fund II, Ltd. in its investment in a hydroelectric power plant in Puebla, Mexico • TCW Group in the merger of GSC Acquisition Company with Complete Energy
Professional Activities Member
• American Bar Association • The Bar of the City of New York • American Industrial Hygiene Association Author
• “Companies Face Demand for Third-Party CSR Certifications,” CFO.com (November 26, 2019) • “Hydraulic Fracturing Developments,” Pratt’s Energy Law Report (Quarterly 2015-2017) • “International Environmental Law,” International Corporate Practice: A Practitioner's Guide To Global Success, PLI, 4th ed. (Annual updates 2014-2018) • “Specific Corporate Compliance Challenges By Practice Area: Environment,” Corporate Compliance Practice Guide: The Next Generation (LexisNexis, August 2009-2018) • “Latest Developments in International Maritime Environmental Regulation,” The Tulane Maritime Law Journal (winter ed., 2008) • “The Greening of Older Buildings,” New York Law Journal (September 29, 2008)
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• “Successfully Minimizing Risk” in Environmental Law Deal Strategies (Aspatore Books 2008) • “Exploring the Carbon Trading Landscape,” New York Law Journal (July 16, 2007) • “USEPA and State Brownfield Programs,” RTM/BNA Contaminated Property Transaction Symposium, Washington DC (April 11-12, 2007) • “Overview of Environmental Law,” Corporate Legal Departments, PLI, 6th ed. (2006) • “Overview of Environmental Law,” Westchester/Fairfield County ACCA Mergers and Acquisitions Conference (Sept. 22, 2005) • “Federal and State Superfund Laws Affecting Business and Financial Transaction,” New York State Bar Association Annual Environmental Conference (July 2005) Featured
• “Turbulent Times,” Aviation Industry Review, Euroasia Industry magazine (May 2012) Editor
• “Environmental Risk Management: A Desk Reference,” Risk Management Technologies, Inc., 2d ed. (1998) Research Assistant Professor
• Harvard University School of Public Health (1976)
Honors & Awards • Recognized by Best Lawyers® 2020 for Environmental Law in New York, NY; Eric has been listed in Best Lawyers® since 2008 • Chambers USA - Leading Lawyer in Environment: Mainly Transactional (2012-2020) • Recognized by Legal 500 in the area of Finance: Capital markets: high-yield debt offerings (2012); Recommended in Environment: transactional (2018-2019) • Recognized by Super Lawyers in the Environmental Litigation section (2007, 2009-2018) • Recognized by Who’s Who Legal: Environment (2009-2019) • Chambers USA - America’s Leading Lawyers for Business (2008-2017) • Recognized by Who’s Who Legal: Business (2006-2016) • Named a “Super Lawyer” in a survey conducted by Thomson Reuters (2007-2016) • Recognized by AmLaw as a Top Rated Lawyer in Energy/Environmental (2013-2015) • Recognized as one of the New York Area’s Top Lawyers by New York Magazine (2009, 2011) • PLC Cross-border Environmental Handbook - Recommended in Environment: Corporate Section in NY (2011/2012, 2009/2010 and 2008/2009) • Corporate Counsel “Top Lawyer” (2008)
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FCPA and White Collar
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David L. Kirman Partner
Century City D: +1-310-246-6825 [email protected]
David Kirman’s combination of government and commercial Admissions experience—federal prosecutor, complex litigation counsel, first- chair trial lawyer, and boardroom advisor—makes him an in- Bar Admissions demand lawyer for corporate boards, companies, and executives. California
David represents clients in litigation, internal investigations, Court Admissions government investigations, and often a mix of all three. David US Court of Appeal for the Ninth handles matters involving fraud, illegal sales practices, money Circuit laundering, kickbacks, the Foreign Corrupt Practices Act, the US District Court for the Central Bank Secrecy Act, OFAC, securities laws, RICO, the False District of California Claims Act, and workplace misconduct. US District Court for the Southern While David’s practice encompasses a wide range of industries, District of California he is a recognized authority on fintech and life sciences. David’s fintech clients include leading blockchain and digital currency Education companies, which rely on him to defend against government investigations and advise on evolving federal and state laws. University of California, Berkeley, David also has extensive experience in the health care and life J.D.: Managing Editor, California Law sciences industries, where he frequently represents clients in Review internal investigations and government inquiries. United States Military Academy, B.S. Before joining O’Melveny, David spent seven years at the US Attorney’s Office in the Central District of California, where he was a member of the Major Frauds Section and a Criminal Healthcare Fraud Coordinator. He served as lead or co-lead trial counsel in jury trials, argued appeals before the Ninth Circuit, and directed complex grand jury and wiretap investigations. David is a sought-after speaker on enforcement issues related to fintech and health care. He is also an adjunct professor at Loyola Law School, where he teaches a course on white-collar crime.
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Experience Investigations Experience
• Conducted board-driven independent investigation for a telecommunications giant into allegations that internet, cable television, and telephone customers around the country were overcharged for services they ordered or billed for services they never agreed to. • Led defense of CEO of blockchain company in SEC investigation into alleged sales of unregistered securities. • Led internal investigation for a fintech company related to potential violations of the FCPA. • Led defense of multiple fintech companies in government investigations into potential violations of OFAC. • Led internal investigation into life sciences company related to potential anti-kickback issues. • Led internal investigation into health care providers related to potential violations of federal criminal laws. • Represented pharmaceutical company in investigation related to patient assistance programs. • Led internal investigation into pharmaceutical company related to off-label promotion. • Serves as outside counsel to the leading enterprise blockchain solution for global payments on regulatory, corporate, and strategic legal matters. • Conducted numerous board-level and company-level investigations into claims of sexual misconduct and harassment. • Provided advice on federal and state anti-kickback (AKS) laws, the Foreign Corrupt Practices Act (FCPA), any willing provider (AWP) laws, freedom of choice (FOC) laws, generic drug substitution laws, the Affordable Care Act, the Sunshine Act and state spend laws, drug pricing, group purchasing organizations (GPO), pharmacy benefit managers (PBM), speaker programs, and the Sunshine Act. Complex Civil Litigation
• Led defense of leading pharmaceutical company in whistleblower claims related to kickbacks and off- label promotion. • Obtained complete dismissal of False Claims Act complaint filed against a subsidiary of one of Korea's largest power corporations related to renewable energy projects in Oklahoma. • Led defense of leading Hollywood executive accused of sexual misconduct. • Led defense of national religious organization accused of wrongful hiring and inadequate supervision of employees and volunteers. • Defend educational company in nationwide class actions alleging violations of civil-RICO and other consumer protection laws. • Defend world-class boxer in contract dispute regarding rights assigned to publishing company. • Served on trial team that defended former Enron CEO Jeffrey Skilling in four-month criminal trial. • Served on trial team that represented a recreational vehicle manufacturer in a trial seeking damages from a manufacturer of composites used in RV fabrication. • Represented boxing promoter in dispute with boxer who attempted to nullify a personal services contract through bankruptcy. • Defended major oil company in multibillion-dollar lawsuit for environmental damages.
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• Defended major oil company in oil spill matters. Public Sector Experience Healthcare
• Won convictions in numerous healthcare fraud and kickback trials, including the successful prosecution of a Los Angeles physician assistant in a $18.9 million Medicare fraud scheme and prosecution of six individuals, including two notable Los Angeles pastors, engaged in a $14 million Medicare fraud scheme. • Prosecuted criminal violation of HIPAA. • Conducted Food, Drug, and Cosmetic Act investigations. • Conducted criminal–civil parallel investigations and evaluated False Claims Act complaints for allegations of criminal conduct. Financial Services
• Prosecuted two financial institutions, their owners, and a compliance officer on Bank Secrecy Act and anti-money laundering charges—one of the first criminal indictments for willful failure to maintain an effective AML program. • Successfully tried as co-lead counsel high-profile defendant for violation of the Bank Secrecy Act. • Prosecuted bank bribery scheme. Defense Industry
• Prosecuted five defendants, including a procurement officer of a major defense contractor, for their roles in a decade-long bribery scheme related to millions of dollars in subcontracts for the manufacturing of satellite parts. • Prosecuted defense contractor for paying gratuities to government officials. Pro Bono and Community Service David serves as Pro Bono Co-Chair in O'Melveny's Century City office and devotes a significant portion of his practice to pro bono. Representative matters include:
• Represented a high school coach after a school district fired him for raising concerns that women were not receiving the same athletic opportunities as men. • Defended the Alzheimer's Association in a commercial dispute. • Represented radio station KCRW in civil matter. During his time as a federal prosecutor, David regularly taught students at an East LA elementary school techniques for resolving conflict, resisting peer pressure, promoting tolerance, and respecting diversity. Military Service Before becoming a lawyer, David was an officer in the United States Army, where he held a number of leadership positions, including command of the Army's only amphibious landing craft unit. David also led a team of soldiers on a deployment to Central and South America, where they provided logistical support for an international peacekeeping mission and the United States' withdrawal from Panama. David was awarded the Meritorious Service Medal when he left the Army as a Captain.
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Corporate & Government Experience • Captain, U.S. Army (1996–2001) • Assistant United States Attorney, Central District of California (2008-2015)
Professional Activities Clerkships
• Honorable Robert J. Timlin, United States District Judge for the Central District of California (2004– 2005) Adjunct Professor
• Loyola Law School (2015–) Speaker
• Board Member, U.S. Vets (2018–) • Board Member, Karma Rescue (2017-2018) Speaker
• Initial Coin Offerings (American Bar Association’s 2018 Blockchain Technology, Digital Currency and ICO National Institute, Apr. 2018) • Blockchain Panel (2018 Southern District of California Judges Conference, Apr. 2018) • Blockchain/Digital Currency Legal Issues Panel (Inns of Court, South Bay, Los Angeles, Apr. 2018) • Senior Executives Under the Microscope: How to Protect and Defend Yourself During an FCPA Investigation (ACI's 9th West Coast FCPA Enforcement & Compliance Conference, San Francisco, Oct. 2016) • Current Trends in FCPA and Patient Assistance Program (PAP) Enforcement (Association of Corporate Contributions Professionals [ACCP] 2016 Annual Meeting, New Brunswick, NJ) • Current Off-label Enforcement Developments and the Impact of the Supreme Court’s Decision in McDonnell on Pharmaceutical Companies (The Pharmaceutical Compliance Forum, Sept. 2016) • Knowledge, Advice of Counsel, and Liability for Improper Claims to and Retention of Payment from Federal Health Care Programs (American Health Law Association, June 2016) • The Sunshine Act for Corporate Contributions Professionals (ACCP, Webinar, Jan. 2016) • 6th Annual West Coast Compliance Congress (CBI, San Francisco, Nov. 2015) • 8th Annual Forum on Sunshine Act, Open Payments, and Aggregate Spend Compliance (ACI, New York, Oct. 2015) • Off-Label Guidelines Summit (keynote panelist) (CBI, Philadelphia, June 2015) • Fraud & Abuse in the Sales and Marketing of Drugs (ACI, March 2015) • Sunshine Act, Open Payments, and Aggregate Spend Compliance Forum (ACI, New York, 2014) • Transparency and Aggregate Spend Forum (CBI, Washington, D.C., 2014) • West Coast Transparency and Aggregate Spend Forum (CBI, La Jolla, 2014) • Los Angeles Consumer Protection Health Care Summit (2013) • National Health Care Anti-Fraud Association Annual Meeting (2013)
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Guest Lecturer
• Federal Criminal Law, University of Southern California School of Law (2015) Publications
• “McDonnell's impact on the evolution of the Anti-Kickback Statute,” Compliance Today (April 2017) • “FDA changes regulations on what info manufacturers can share,” Daily Journal (Feb. 2017) • “DPA, NPA Deals Are Not Up To the Judge,” Daily Journal (April 2016) • “Companies Should Note Joint AKS, FCPA Action,” Daily Journal (March 2016) • “Transparency comes with costs under the Sunshine Act,” Daily Journal (Jan. 2016) • “Current trends in FCPA enforcement in the healthcare industry,” Compliance Today (Jan. 2016) • “Anti-Kickback Statute Enforcement Trends,” The Health Lawyer (Dec. 2015) Client Alert
• “FDA Takes Action to Allow Broader Manufacturer Communications” (Feb. 2017) • “Joint Enforcement of the Anti-Kickback Statute and the Foreign Corrupt Practices Act” (April 2016)
Honors & Awards • Recommended by The Legal 500 in corporate investigations and white-collar criminal defense (2018)
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Greta Lichtenbaum Partner
Washington, DC D: +1-202-383-5249 [email protected]
Greta Lichtenbaum’s practice focuses on compliance with US Admissions laws that govern international business transactions and trade. Greta represents and advises clients in matters related to US Bar Admissions economic sanctions, export controls, anti-corruption (the Foreign District of Columbia Corrupt Practices Act, or “FCPA”), foreign investment, money laundering, antiboycott, and customs laws. In addition to advising Education clients on the application of these laws to on-going business and potential acquisitions, Greta assists clients in all aspects of Harvard University, J.D., 1990: Managing Editor, Harvard Human managing compliance with these laws, including developing Rights Journal; Member, International corporate compliance programs, conducting internal Law Society investigations relating to potential violations of these laws, and representing companies before the relevant agencies in Haverford College, B.A., 1986: Phi Beta Kappa, Departmental Honors connection with enforcement proceedings, clearances, license requests, and government inquiries. These include the Treasury Department’s Office of Foreign Assets Control (OFAC), the Committee on Foreign Investment in the United States (CFIUS), the Departments of Justice, Commerce and State, the Securities and Exchanges Commission (SEC), and the US Bureau of Customs and Border Protection. Greta is highly ranked by both Chambers USA and Chambers Global. Chambers describes her as the “dean of the sanctions bar” and notes that in the area of export controls she “combines experience with technical knowledge to provide extremely valuable counsel,” is “very knowledgeable about the arcana in this area” and “very skilled at helping the client get that end result.” Greta has deep experience advising clients in a range of industry sectors, including financial, insurance, Fintech, energy, semiconductor, defense, and telecommunications.
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Experience Enforcement Proceedings and Internal Investigations
• Conducts internal investigations relating to potential violations of economic sanction laws, antiboycott laws, the FCPA, the Export Administration Regulations (EAR), and the International Traffic in Arms Regulations (ITAR) and Customs rules. • Represents US and foreign companies in connection with internal investigations and enforcement matters arising from potential violations of economic sanctions, export control, and customs laws, including assisting clients in responding to subpoenas and other information requests from the Department of Justice, the SEC, the Commerce Department's Office of Export Enforcement, the State Department, and OFAC, and in settling pending enforcement matters before such agencies. • Recent illustrative examples include: ‒ Represented oilfield services company in connection with SEC inquiry related to corruption risks in countries subject to US economic sanctions. ‒ Represented engineering firm in connection with internal investigation in the Middle East related to its interactions with employees of state-owned enterprises. ‒ Advised digital currency exchange on issues arising from OFAC subpoena. Compliance Risk Assessments and Audits
• Conducts assessments and audits of compliance programs in a variety of industries. • Recent illustrative examples include: ‒ Conducted an FCPA risk assessment for a US publicly-traded semiconductor manufacturer, with a particular focus on its Asian operations. ‒ Managed a worldwide risk assessment for a multinational chemical company covering anti- corruption, economic sanctions, and antitrust laws. Due Diligence and Post-Investment Planning
• Advises parties on FCPA and trade controls due diligence within the context of mergers and acquisitions, financings, and IPOs. Assists with due diligence, appropriate contractual protections and undertakings, as well as post-acquisition planning. • Recent illustrative examples include: ‒ Advised petrochemical firm on measures and strategies for mitigating anti-corruption risk in prospective minority-held joint venture in China. ‒ Assisted private equity firm with developing plan to enhance new portfolio company's compliance program for anti-corruption, economic sanctions and export controls. ‒ Conducted anti-corruption due diligence on Brazilian target for US software company. Development of Compliance Programs and Procedures
• Advises companies in a wide range of sectors on the development and implementation of corporate compliance programs in the areas of FCPA, export controls, economic sanctions, customs, and the antiboycott laws. • Recent illustrative examples include:
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‒ Advised a Chinese manufacturer on the type of program necessary to comply with the FCPA when the company became an "issuer" for purposes of US securities laws and assisted in the implementation of that program. ‒ Assisted a US water treatment company with enhancements to its FCPA compliance program. ‒ Assisted a reinsurance broker with establishing worldwide anti-bribery program and training materials. Licensing, Classifications, and Advisory Opinions
• Represents US and foreign companies in obtaining a range of authorizations, licenses and advisory opinions under the EAR, the ITAR, as well as the economic sanctions regulations governing trade with Cuba, Iran, Iraq, Libya, Sudan, and Syria. • Recent illustrative examples include: ‒ Licenses authorizing activities associated with terminating operations in Iran ‒ Technical Assistance Agreements for defense-related activities ‒ Export control authorizations for encryption and oilfield service products ‒ OFAC licenses for reinsurance activity ‒ Commodity classification ruling requests ‒ Commodity jurisdiction filings Counseling
• Advises companies in various sectors (including semiconductor, oilfield services, energy exploration, hospitality, insurance and reinsurance, and a range of other financial services) on legal issues arising under trade controls, anti-bribery, antiboycott, customs, and anti-money laundering laws. • Recent illustrative examples include: ‒ Provide advice on anti-bribery risks associated with marketing plans that include the provision of business courtesies to government officials. ‒ Advise numerous companies on intermediary due diligence strategies designed to mitigate anti- corruption and economic sanctions risks. ‒ Advise on the consequences of changes in economic sanctions laws, including the recent Russia/Ukraine sanctions and changes in the Iran and Cuba sanctions programs. Government Proceedings and Inquiries
• Prepared a number of voluntary notices and mandatory declarations to CFIUS on behalf of both non- US investors and domestic firms. • Represented US companies in connection with "focused assessment" audits conducted by the US Bureau of Customs and Border Protection.
Professional Activities Publications
• One of the lead authors of the Fifth, Sixth and Seventh Editions of the Firm’s well-regarded FCPA Handbook
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• Chapters, “Export Controls” and “FCPA/Antibribery,” Corporate Compliance Practice Guide: The Next Generation (Matthew Bender/LexisNexis, 2018) • “US Economic Sanctions Laws - Opportunities And Compliance Challenges,” Risk and Compliance Magazine (April 2017) (with McAllister Jimbo) • “Iran Nuclear Agreement: Compliance Strategies for Companies Considering Doing Business with Iran,” Corporate Counsel (January 2016) (with Hayley Ichilcik) • “The Extraterritorial Scope of the FCPA as Addressed in New Government Guidance,” in Competition Policy International Antitrust Chronicle (December 2012) (with Beth France) • “Iran Sanctions Mean Multinationals Need To Prepare for Close Scrutiny,” Corporate Counsel (March 2012) • “Economic sanctions laws: the European Union and the United States,” a chapter published in Serious Economic Crime: A Boardroom Guide to Prevention and Compliance. Published by White Page Ltd in association with the Serious Fraud Office (December 2011) (with James Barratt and Hayley Ichilcik) Speaker
• “Trump Administration Trade Policy and Impact on the Energy Industry,” The Center for American and International Law’s 71st Annual Oil & Gas Law Conference (February 2020)
• “Coping with US Export Controls and Sanctions 2019,” Practicing Law Institute’s 24th Annual Consumer Financial Services Institute (December 2019) • “Expansion of Regulatory Oversight on Overcoming National Security Concerns and Trends,” ACI’s European Forum on Foreign Investment Security Reviews and CFIUS (June 2019) • “CFIUS and the Expanding Scope of Foreign Direct Investment Reviews.” PLI One-Hour Briefing (May 2019) • “Complying with U.S. Sanctions in a Time of Change,” ACI’s 12th Flagship Conference on Economic Sanctions Enforcement & Compliance (May 2019) • “Taking Your Compliance Program to the Next Level,” PLI’s The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2019 (April 2019) • “Beyond Europe - The Screening Schemes of Major EU Trade Partners,” A Common European Law on Investment Screening: Foreign Investment in Times of Change (March 2019) • “Complying with U.S. Sanctions in a Time of Change,” UNC’s Banking Institute (March 2019) • “Real World Contract Management Scenarios: How to Build-in Contingency Plans When Drafting Contracts,” ACI’s 4th Asia Pacific Summit on Economic Sanctions (October 2018) • “Real World Compliance Issues and How to Solve Them,” PLI’s The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2018 (April 2018) • “Cross-Border Enforcement: US Economic and Trade Sanctions Prosecutions,” American Bar Association’s 32nd Annual National Institute on White Collar Crime (March 2018) • “Ethics and Compliance Considerations for Trade Controls Lawyers,” Practicing Law Institute’s Coping with US Export Controls and Sanctions 2017, Washington, DC (December 2017) • “Key Issues in Developing and Maintaining an Effective Compliance Program: Taking Your Program to the Next Level,” Practicing Law Institute’s The Foreign Corrupt Practices Act and International Anti- Corruption Developments 2017, New York, NY (April 2017)
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• “Ethics Considerations in Trade Control Practice,” Practicing Law Institute’s Coping with US Export Controls and Sanctions 2016, Washington, DC (December 2016) • “Key Issues in Developing and Maintaining an Effective Compliance Program: Taking Your Program to the Next Level,” Practicing Law Institute’s The Foreign Corrupt Practices Act and International Anti- Corruption Developments 2016 (May 2016) • “Economic Sanctions Enforcement and Compliance,” ACI (April 2016) • “Liability for Cross-Border Activity: Increasing Enforcement of Economic Sanctions and Export Control Laws,” ABA White Collar Crime National Institute (March 2016) Client Alerts (Most Recent)
• “United States Lifts Sanctions on Turkish Government Ministries and Cabinet Officials” (O’Melveny & Myers International Trade Alert, October 2019) (with Ted Kassinger, David Ribner, Mary Pat Dwyer) • “United States Imposes Sanctions on Turkish Government Ministries and Cabinet Officials” (O’Melveny & Myers International Trade Alert, October 2019) (with Ted Kassinger, David Ribner, Mary Pat Dwyer) • “The Government Is Wielding Sticks and Carrots to Address National Security Concerns in the Telecommunications Sector” (O’Melveny & Myers Regulatory & Government Affairs Alert, October 2019) (with John Dermody, Steve Bunnell, Ted Kassinger, Lisa Monaco) • “Treasury Issues Long-Awaited Proposed CFIUS Regulations” (O’Melveny & Myers International Trade Alert, September 2019) (with Ted Kassinger, David Ribner, Mary Pat Dwyer) • “China Creates an ‘Unreliable Entities List’” (O’Melveny & Myers Regulatory & Government Affairs Alert, June 2019) (with Philip Monaghan, Courtney Dyer, Scott Schaeffer, Lining Shan) • “Expansion of US Economic Sanctions Measures on Iran, Venezuela, and Other Jurisdictions Compel Companies Operating Internationally to React Quickly” (O’Melveny & Myers International Trade Alert, May 2019) (with Ted Kassinger, David Ribner, Mary Pat Dwyer) • “CFIUS Update: Interim Regulations, FIRRMA Pilot Program, and Proposed Rulemaking on Emerging Technologies” (O’Melveny & Myers International Trade Alert, November 2018) (with Ted Kassinger, David Ribner, McAllister Jimbo, Mary Pat Dwyer) • “US Completes Withdrawal from Iran Nuclear Deal with Conclusion of Wind-Down Period, Imposition of New Sanctions” (O’Melveny & Myers Mergers & Acquisitions Alert, November 2018) (with Ted Kassinger, David Ribner, Mary Pat Dwyer) • “Venture-Backed M&A: Hot Topics and Recent Developments in 2018” (O’Melveny & Myers International Trade Alert, November 2018) (with David Makarechian, AJ Talt, Scott Pink, Ted Kassinger, David Ribner, Eric Amdursky, Heather Meeker) • “New Russian Sanctions Restrict Exports of Sensitive Goods; Additional Sanctions Likely in Three Months” (O’Melveny & Myers International Trade Alert, August 2018) (with Ted Kassinger, David Ribner, McAllister Jimbo, Mary Pat Dwyer) • “Second Circuit Decision Limits FCPA Jurisdiction as to Foreign Nationals Outside the United States” (O’Melveny & Myers White Collar Alert, August 2018) (with Ronald Cheng, Steve Olson, Mark Racanelli, Sharon Bunzel, Jeremy Maltby, Ben Singer) • “DOJ Criminal Division Launches One-Year Pilot Program as Part of Enhanced FCPA Enforcement Strategy” (O’Melveny & Myers White Collar Alert, April 2016) (with Mary Patrice Brown, Ronald Cheng, Jeremy Maltby, Mark Racanelli, Katherine Betcher, Mai Gonzalez, and Emilie Winckel)
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• “The Iran Nuclear Deal: Nuclear Sanctions Lifted for Foreign Companies, Restrictions on US Firms Remain” (O’Melveny & Myers International Trade Alert, January 2016) (with Ted Kassinger and McAllister Jimbo)
Honors & Awards • Named one of Global Investigation Review’s “25 Most Respected Sanctions Lawyers” in Washington, DC (2019) • Ranked Band 1 Nationwide by Chambers Global and Chambers USA for International Trade: Export Controls & Economic Sanctions (2009-2014; 2016-2020) • Named a “Super Lawyer” in International Law in Super Lawyers - Washington, DC edition (2013- 2014; 2017) • Recognized by The Legal 500 US for having expertise in International Trade (2014-2019) • Recommended in Trade & Customs (2018-2019); Trade & Customs - International Sanctions (2019) by Who’s Who Legal • Recognized by BTI as a “Client Service All-Star” (2013) • Recognized in The Guide to the World’s Leading Women in Business Law (2012) • Named a “Super Lawyer” in Super Lawyers - Corporate Counsel Edition (2010-2012) • Recognized in The Guide to the World’s Leading International Trade Lawyers (2010 and 2012
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Food and Product Safety
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Hannah Y. Chanoine Partner
New York D: +1-212-326-2128 [email protected]
Hannah Chanoine focuses on defending and advising companies Admissions in a diverse range of class action matters in the trial and appellate courts. Bar Admissions New York Hannah began her career clerking for the Hon. Sonia Sotomayor on the Second Circuit Court of Appeals, and then served as a trial Massachusetts attorney in the Department of Justice, Civil Division (Federal Court Admissions Programs Branch) through the Attorney General's Honor's US Supreme Court Program. Hannah received her JD from Columbia University School of Law, where she was twice named a James Kent US District Court for the Southern and Scholar for outstanding academic achievement. Hannah is Eastern Districts of New York, Northern District of Florida, and currently member of the adjunct faculty at Columbia Law School, Eastern District of Michigan where she co-teaches a course on US Food Law and Policy. US Court of Appeals for the First, Experience Second, Third, Seventh, Ninth, and Eleventh Circuits • Defending and advising consumer packaged goods companies in nationwide false advertising cases. Hannah United States Court of Federal Claims has represented leading manufacturers and retail distributors of whitening toothpaste, coconut water, pet food, household Education cleaners, flavored olive oil, Greek yogurt, personal care Columbia Law School, JD, 2004; products, kombucha, baking products, probiotic baby food, Winner: 2004 Columbia Law Review juice beverages and many other consumer products. Publishable Notes Competition, Hannah counsels CPG clients up and down the supply chain James Kent Scholar (2002-2003 and on strategies for mitigating class action litigation risk during 2003-2004) product and label development, and advises investors Wellesley College, BA, magna cum conducting due diligence on the class action litigation risk laude, 1998; Economics, Phi Beta profiles posed by potential targets. Kappa • Defending leading HD television distributor in nationwide class action alleging deceptive marketing relating to energy efficiency.
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• Defending a major satellite radio broadcaster in class action lawsuit alleging over $1 billion in damages for violations of novel intellectual property rights. • Defending products manufacturer against class action claim based on novel tort theory seeking comprehensive injunctive relief valued at over $200 million. • Serving as counsel for trade associations and business oriented advocacy groups as amici curiae addressing cutting edge class action issues in federal courts of appeal and the U.S. Supreme Court. • Serving as legal strategy counsel for Fortune 200 consumer products company in 15 jury trials tried to verdict or mistrial, including individual and mass actions, each seeking millions of dollars in compensatory and/or punitive damages. • Defending Department of Interior against class action claims alleging hundreds of millions of dollars of damages for breached contracts. • Writing merits and amicus briefs addressing a broad range of substantive and evidentiary issues in state and federal appellate courts nationwide, including the US Supreme Court and state supreme courts, and arguing multiple times before the Second Circuit Court of Appeals. • Lead responsibility for defending federal agencies in federal and state courts nationwide, including the Treasury Department's Office of Foreign Assets Control and the State Department's Foreign Service. • Maintaining an active pro bono practice. Hannah has worked closely with the ACLU and other civil rights organizations on LGBT rights, including: filing a lawsuit in Wisconsin to vindicate the rights of more than 500 same-sex couples that had married following a federal court ruling striking down that state's marriage ban, but where the state refused to recognize the marriages, successfully persuading the state to change their position; filing amicus briefs in two "refusal of service" cases in the Colorado and New York appellate courts, advocating for robust enforcement of those states' anti-discrimination laws on behalf of LGBT couples who had been denied services because of their orientation; and filing amicus briefs in the US Supreme Court and the Eighth Circuit cases addressing marriage equality. Hannah recently served a three-year term appointment to the Second Circuit Court of Appeals' Pro Bono Panel.
Professional Activities Clerkships
• Honorable Sonia Sotomayor, US Court of Appeals, Second Circuit Faculty Member
• Columbia University School of Law, Lecturer-in-law, US Food Law & Policy Panelist
• ACI Advanced Food Law and Marketing Symposium: “Class Action Strategies: Practical Pointers for Avoiding and Resolving Claims in Light of Plaintiff Bar’s Continuously Evolving Theories,” New York (1 April 2020) • Michigan State University Institute for Food Laws and Regulations, Global Food Law Current Issues Conference 2018, “Managing Class Action Litigation Risk - Label Workshop,” East Lansing (20 June 2018) • OMM CLE Marathon: “Good Corporate Citizenship Efforts: CSR and Pro Bono”, New York (16 May 2018)
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• ACCP Annual Conference 2018: “When to Check with Legal: Navigating Complex CSR Waters,” Portland (19 Mar 2018) • GMA Legal Conference 2018: “It’s Raining Cats and Dogs: Increasing Litigation Against Pet Food Companies” New Orleans (28 Feb 2018) • Conference Co-Chair: ACI Defending and Managing Class Actions Conference, New York (3-4 April 2017) • CLE International, Food Law: The Evolving Food Law Landscape Conference, “Hullabaloo about Healthy: Nutrition Bars, Total Fat, and the Like,” Austin (11-12 May 2017) • PLI 22nd Annual Consumer Financial Services Institute, “Class Action Developments and Settlements,” Chicago (4 May 2017) • ACI Defending and Managing Class Actions Conference, “Tackling the Unique Ethical Considerations in Class Actions CLE," New York, (3-4 April 2017) • GMA Legal Conference 2017: “Lessons Personal Care and Household Product Companies can Learn from Food Industry Litigation Battles,” San Diego (27-28 Feb 2017) • FDLI Food Advertising, Labeling and Litigation Conference, “Litigation Proofing, Litigation Strategy, and Risk-Management,” (15 September 2016) • Michigan State University: Food Law Current Issues Conference, “Food Law Litigation Landscape: Trends and Emerging Legal Risks,” (12-14 July 2016) • WeiserMazars Food and Beverage Industry CFO Bootcamp “Investing in Food & Beverage Companies: Assessing a Target company’s Litigation Risk Profile During Due Diligence,” (15 June 2016) • PLI 21st Annual Consumer Financial Services Institute, “Class Action Developments and Settlements,” Chicago (12 May 2016) • PLI 21st Annual Consumer Financial Services Institute, “Class Action Developments and Settlements,” New York (4 April 2016) • CLE International Food Law Conference, “Trans Fat: Not ‘Generally Recognized as Safe,’” (17-18 March 2016) • FDLI Food Advertising and Litigation Conference, “Insights into the Food Court and Key Cases,” (24 September 2015) Author
• “Companies Face Demand for Third-Party CSR Certifications,” CFO.com (26 November 2019) • “Managing Investor Risk in Food and Beverage Industry,” New York Law Journal (8 September 2016) • “Hain Celestial ‘Natural’ Case Could Set Precedent Favorable To Industry,” Pharma & MedTech Business Intelligence’s, The Rose Report (16 April 2015) • “Non-Capital Stay Applications In The United States Supreme Court: A Procedural Primer,” Certworthy (2010) • “Clarifying the Joint Action Test for Media Actors When Law Enforcement Violates the Fourth Amendment,” 104 Columbia Law Review 1356 (2004) Member
• Federal Bar Council: Second Circuit Courts Committee, Inn of Court
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Director
• Federal Bar Council Foundation
Honors & Awards • Super Lawyers, New York Metro “Rising Stars,” (2011- 2016)
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Impact Funds
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Alicja Biskupska-Haas Partner
New York D: +1-212-728-5829 [email protected]
Alicja Biskupska-Haas is an experienced and knowledgeable Admissions lawyer who specializes in the asset management sector. Alicja advises sponsors on fund structuring, formation, operations, Bar Admissions compliance with securities laws, secondary and portfolio New York company transactions. Alicja’s expertise includes private equity funds, venture capital funds, hedge funds, hybrid vehicles, joint Education ventures and separately managed accounts. Alicja’s experience spans across diverse asset classes, including liquid securities, oil Benjamin Cardozo School of Law, J.D.: magna cum laude; Order of the and energy, clean energy, real estate, infrastructure, sports and Coif; editor, Cardozo Arts and media and AI. Entertainment Law Journal
Alicja also counsels asset managers in connection with their University of Szczecin, Szczecin, operations, including internal governance, carry arrangements, Poland, B.S., M.S., Economics: with restructuring, and regulatory compliance matters arising in each High Honors; Ministry of Education stage of an investment cycle, including issues arising for Full Scholarship for Outstanding sponsors with multi-jurisdictional operations. Academic Achievement In addition, Alicja frequently represents institutional investors, including major pension funds, acquiring positions in private equity, venture capital, and hedge funds, or entering into joint ventures or other bespoke arrangements. Furthermore, she expertly guides asset managers engaged in direct investments or co-investments, and handles issues relating to the acquisition, disposition, and structuring of portfolio investments. Alicja regularly negotiates complex agreements both on the sponsor’s and on the investor’s side. She uses this multifaceted experience to the clients’ benefit - understanding each investment opportunity from all angles allows her to anticipate, identify, and efficiently resolve the issues that are at the heart of the client’s transaction.
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Alicja also has extensive transactional and compliance experience in capital markets and has handled numerous securities offerings. She has represented public and private companies in connection with a variety of corporate transactions, including stock and asset purchases and equity and debt financings. She has also advised foreign private issuers in compliance with SEC and stock exchange regulations.
Professional Activities Co-Author
• “The Below the Radar Boom in Co-Investments,” The Investment Lawyer (2017) • “Open-End vs. Closed-End Real Estate and Infrastructure Funds,” The Real Estate Finance Journal (2017) • SEC Publishes Alert Describing Most Common Advertising Rule Violations (September 2017) • New California Law Mandates Public Disclosure of Additional Private Fund Information (October 2016) • FINRA Proposes New Category of Broker-Dealer for “Capital Acquisition Brokers,” (August 2016) • What Does FinCEN’s Proposed AML Rule Really Mean for Registered Investment Advisers? (July 2016) • SEC Raises “Qualified Client” Net Worth Threshold (June 2016)
Honors & Awards • Recognized as a “Notable Practitioner” by IFLR1000 in Investment Funds, and Industry Sector: Investment Management (2019 & 2020)
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Labor Stewardship
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Aparna B. Joshi Partner
Washington, DC D: +1-202-383-5132 [email protected]
Aparna B. Joshi represents employers in a wide variety of labor Admissions and employment matters. She has substantial experience advising aviation industry clients, representing airlines in federal Bar Admissions court litigation under the Railway Labor Act, as well as in labor District of Columbia arbitrations, mediations, collective bargaining negotiations and Illinois proceedings before the National Mediation Board and the National Labor Relations Board. She also has significant Court Admissions experience representing clients in employment class action U.S. District Court for the District of litigation as well as in international labor matters. Columbia and the Northern District of Illinois Additionally, Aparna represents employers in a wide range of U.S. Court of Appeals for the Third employment discrimination matters including Title VII, the and Seventh Circuits Americans with Disabilities Act, the Family and Medical Leave Act, wrongful discharge, the Age Discrimination in Employment Act. She further routinely advises clients on employee Education terminations and other employment matters. University of Chicago, J.D., 2000: with Aparna actively works to improve diversity in the legal profession honors including as a member of the Firm’s Diversity Working Group and University of Pennsylvania, B.A., as a past Fellow of the Leadership Council on Legal Diversity International Relations, 1996: summa (LCLD), a growing organization of more than 200 corporate chief cum laude legal officers and law firm managing partners dedicated to creating a truly diverse legal profession.
Experience • Spirit Airlines v. Air Line Pilots Association, et al. (S.D. Fla) - Counsel for Spirit Airlines - successfully obtained injunctive relief for Spirit Airlines prohibiting a job action by pilots.
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• Cunningham v. United Airlines, et al. (N.D. Ill.) - Counsel for United Airlines - successfully obtained dismissal of complaint brought by a putative class of pilots alleging breach of the collective bargaining agreement by United resulting in reduction of pay longevity and collusion in an alleged breach of the duty of fair representation by the pilots' union. • Wyatt v. United Airlines (E.D.N.C.) - Counsel for United Airlines - successfully obtained dismissal of complaint challenging the Company's changes to its employee pass travel program following the merger of United and Continental Airlines. • Flight Attendants in Reunion v. American Airlines, et al. (E.D.N.Y) - Counsel for American Airlines - successfully obtained dismissal of complaint alleging violation of McCaskill-Bond in connection with the seniority list integration following the merger of American and US Airways and alleging collusion in an alleged breach of the duty of fair representation by the flight attendants' union. • Local 591 Transport Workers Union of America v. American Airlines (N.D. Ill.) - Counsel for American Airlines - successfully obtained dismissal of complaint by union local and four individuals alleging claims under the Railway Labor Act for failure to resolve disputes arising from a collective bargaining agreement; for interference with representation rights; and failure to "treat" with the certified bargaining representative. • In re FedEx Ground Package Systems, Inc. Employment Practices Litigation (U.S.D.C., MDL Case No. 1700, N.D. Ind.) - Counsel for FedEx Ground with respect to pending putative class action lawsuits in forty-two states seeking to reclassify as "employees" thousands of independent contractors engaged in package pick-up and delivery services. • United Air Lines, Inc. v. Air Line Pilots Ass'n, Int'l, No. 08 CV 4317 (N.D. Ill.) - Counsel for United Air Lines --obtained a preliminary injunction against pilots' union and individual pilots to stop a job action by pilots. • United Air Lines, Inc. v. Air Line Pilots Ass'n, Int'l, 563 F.3d 257 (7th Cir.)- Counsel for United Air Lines -- successfully represented United in the Seventh Circuit Court of Appeals which upheld grant of preliminary injunction against pilots' union and individual pilots. • Air Line Pilots Association International v. US Airways Group, Inc. et al, No. 1:09-cv-00222-CMH-TCB (E.D. Va.) - Counsel for US Airways Group, Inc. and US Airways, Inc.-- obtained a precedent-setting dismissal of a two-count complaint brought by the Air Line Pilots Association alleging that the Railway Labor Act required a multi-party arbitration board. • Air Line Pilots Association International v. US Airways Group, Inc. et al, No. 09-2083 (4th Cir.) - Counsel for US Airways Group, Inc. and US Airways, Inc. -- won appeal before the Fourth Circuit Court of Appeals, defeating ALPA's effort to obtain a multi-party arbitration board. • International Ass'n of Machinists v. US Airways, Inc., 358 F.3d 255 (3rd Cir.) - Counsel for US Airways -- won appeal before the Third Circuit in an action alleging that the outsourcing of aircraft maintenance constituted a "major dispute" under the RLA. • Lead counsel for airlines in negotiations with various work groups including pilots and flight attendants. • Lead counsel for airlines in numerous labor arbitrations involving pilots, flight attendants, mechanics and other work groups.
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Professional Activities Member
• American Bar Association, Labor and Employment Law Section, Railway and Airline Labor Law Committee • District of Columbia Women’s Bar Association Author
• “Independent Contractors, Temporary Staffing Agencies, Outsourcing: At What Point Do You Become Joint Employer?” (with Jeffrey Kohn, Rachel Schy), NYU 66th Annual Conference on Labor: Regulation of Compensation (2013) • “The Essential Role of Workplace Culture in the New Whistleblower Era,” Corporate Counsel (with Rachel Janger) Senior Editor
• “The Railway Labor Act, Third Edition,” 2014-present Cumulative Supplements, BNA Books Contributing Editor
• “The Railway Labor Act, Third Edition,” BNA Books (2012) Fellow
• Leadership Council on Legal Diversity (2013) Recent Speaking Engagements/Papers
• Panelist, “National Mediation Board Issues,” ABA Section of Labor & Employment Law, Railway & Airline Labor Law Committee’s Midwinter Meeting (March 2019) • Panelist, “Airline and Railroad Labor and Employment Law 2018,” American Law Institute (September 2018) • Panelist, “Med-Arb: Hybrid, Flexible, Low Cost, Efficient Approach to Resolving Disputes,” Labor and Employment Relations Association, 70th Annual Meeting (June 2018) • Panelist, “Pattern Bargaining in the Airline Industry,” ABA Section of Labor & Employment Law, Railway & Airline Labor Law Committee’s Midwinter Meeting (March 2018) • “How Are Labor and Management Getting Along Nowadays,” ABA Forum on Air & Space Law (September 2017) • Panelist, “Airline and Railroad Labor and Employment Law 2017,” American Law Institute (April 2017) • “Hot Issues in the Field of Labor Law,” American Bar Association Forum on Air & Space Law (September 2015) • “Recent Developments in the Railroad and Airline Industries,” 24th Annual ALI-CLE Course of Study, Airline and Railroad Labor and Employment Law (April 2014) • “Pilot Duty and Rest Requirements: The FAA Puts its Past Approach to Bed as the New FAR 117 Requirements Take Off,” ABA Section of Labor & Employment Law, Railway & Airline Labor Law Committee’s Midwinter Meeting (March 2014) • “Strategic Employment Litigation,” Washington Metropolitan Area Corporate Counsel Association (September 2012)
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Honors & Awards • Recognized in Lawdragon’s Guide to The Most Powerful Corporate Employment Lawyers, ranking among the Top 20 Lawyers in Traditional Labor and Employment Law (2018-2019) • Recommended by Legal 500 in the area of Labor and Employment: Labor-management Relations (2015-2017, 2019) and Transport: Aviation and Air Travel (2019) • Recognized as a Washington, DC “Super Lawyer” by Super Lawyers (2015-2018) • Recognized as a Washington, DC “Rising Star” by Super Lawyers (2014)
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Adam Karr Partner
Newport Beach D: +1-949-823-7126 [email protected]
Adam J. Karr represents clients in class action and individual Admissions litigation, arbitrations, and before state and federal agencies, principally in labor and employment-related claims. Adam Bar Admissions practices before state and federal courts, at both the trial and California appellate levels, and has represented clients in a broad range of Court Admissions disputes, including wage and hour matters, contract disputes, US District Court for the Southern, non-compete and trade secret litigation, employee benefits Central, Eastern, and Northern claims, and matters arising under the National Labor Relations Districts of California Act and Railway Labor Act. Adam also has represented clients in claims of employment discrimination, harassment, wrongful US Court of Appeals for the Eighth and Ninth Circuits discharge, and disputes under the family and medical leave laws. US Supreme Court Adam provides preventive advice to clients on an ongoing basis and assists clients in handling employment related investigations, employee termination and discipline decisions, drafting Education employment agreements and policies, layoffs, and compliance University of Washington, J.D., 1999: with all aspects of labor and employment laws. He also provides National Order of the Barristers; assistance on labor and employment law issues arising out of Comments Editor, Pacific Rim Law mergers and acquisitions. Adam has been recognized by the and Policy Journal; Vice President, Daily Journal as a Top Labor & Employment Lawyer and by Moot Court Honor Board; American Law360 as one of 10 Rising Stars in the United States in the area Bar Association National Appellate of labor and employment law. Advocacy Competition Washington State University, B.A., Adam has represented clients in a variety of industries, including 1996: cum laude entertainment, financial services, telecommunications, aerospace, professional services, technology, manufacturing, airline, and private equity, among others. In addition to his regular practice, Adam also devotes significant time each year to pro bono matters.
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Experience • Counsel to Fortune 500 real estate brokerage company in a class action challenging whether the company's sales agents (or brokers) should be classified as independent contractors or as employees • Counsel for major television studio in class action brought by television writers over the age of 40 alleging industry-wide age discrimination against all of the major television networks, studios, and talent agencies • Counsel for Fortune 500 tax preparation company in nationwide class and collective action alleging failure to provide compensation for continuing education. Obtained summary judgment against 40,000 member class, which was affirmed on appeal. Petroski, et al. v. H&R Block, Inc., 750 F.3d 976 (8th Cir. 2014) • Trial counsel for worldwide transportation logistics company in trade secrets case arising from the hiring of a national sales director from a competitor • Counsel for national bank in class action arising from the Bank's charging of check cashing fees to non-relationship customers. Obtained dismissal of all claims • Counsel for national home loan company in class action related to payment of severance. Obtained summary judgment • Counsel for Fortune 500 company in benefits and contract dispute with former Chief Executive Officer of acquired company • Counsel for national pet supply company in cross jurisdictional non-compete and trade secret litigation • Counsel for nationwide specialty food store chain in class action alleging failure to provide rest breaks to a class of nearly 10,000 employees. Class certification was denied • Counsel for amicus party in precedent setting appeal establishing the enforceability of release agreements in the wage and hour context in California. Chindarah v. Pick Up Stix, Inc., 171 Cal. App. 4th 796 (2009) • Counsel for grocery cooperative in class action alleging that its outside sales employees were improperly classified as exempt from overtime. Class certification was denied • Counsel for nine battered women's shelters in a statutory and constitutional challenge to the shelters' gender based standard for admission, resulting in a groundbreaking decision on appeal upholding the shelters' practices. Blumhorst v. Jewish Family Services of Los Angeles, et al., 126 Cal. App. 4th 993 (2005) • Counsel for publicly traded technology company in executive stock option dispute. The matter was disposed of on a motion to dismiss • Counsel for investment bank on appeal, resulting in precedent setting decision regarding the enforceability of pre-dispute arbitration agreements in California. McManus v. CIBC World Markets Corp., 109 Cal. App. 4th 176 (2003) • Lead trial counsel in a pro bono lawsuit brought by four low-income tenants against their landlord for housing abuses. At trial, the four tenants were awarded in excess of US$400,000 in compensatory and punitive damages, and attorneys' fees
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Professional Activities Clerkships
• Honorable Barbara A. Madsen, Washington Supreme Court Board of Directors
• Volunteers of America – Los Angeles • Association of Business Trial Lawyers – Orange County Member
• American Bar Association, Labor and Employment and Litigation Sections • Orange County Bar Association • Los Angeles County Bar Association Author
• “Compensable Time - A Trap for the Unwary Employer,” Orange County Business Journal (April 2010) • “California’s Unique Approach to Arbitration: Why This Road Less Traveled Will Make All the Difference on the Issue of Preemption Under the Federal Arbitration Act,” Journal of Dispute Resolution 61 (2005) Recent Speaking Engagements
• Corporate Counsel Section (OCBA, 2017) • “Telling Your CSR Story on Social Media - How To Not Get Yourself Sued” (ACCP Webinar, 2016) • Arbitration On The Wage & Hour Front (ACI, 2015) • Issues Arising from Cross-Jurisdictional Non-Compete and Trade Secret Cases (Bridgeport, 2015) • Recent Developments Concerning Independent Contractor Classification (California Employment Law Council, 2015) • “The Use of PAGA, 17200 SB 459, 469 and other Issues Specific to California Wage & Hour Cases” (11th Annual Wage & Hour Litigation & Management, 2012) • “Not So Usual Suspects - You and Your Client” (ABA, 2011) • “Annual Mid Year Wage & Hour Litigation Conference” (Bridgeport, June 2011) • “Recent California and Federal Legislative and Case Law Developments In Employment Law” (Orange County Executive Human Resource Forum, January 2010) • “Precedents and Predictions: A Review of 2014’s Significant Labor and Employment Law Developments and What to Expect in 2015” (Two-part O’Melveny Seminar, 2015) • “The Employment Relationship - Structuring Employment and Severance Agreements” (Los Angeles County Bar Association Seminar, 2009) • “Strategically Managing Your Workforce-Adjusting to Changes on Wall Street and in Washington” (California Employment Law Council, 2009) • “Keeping Your Base and Avoiding Current Litigation Pitfalls” (Los Angeles County Bar Association Corporate Law Roundtable, 2009) • “Workplace and Employment Law Update” (Employers Group, 2008)
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Honors & Awards • Recognized by Legal 500 (2014-2019) • Selected by the Daily Journal as a Top Labor & Employment Lawyer (2015) • Recognized by Law360 as one of 10 Rising Stars in the United States in the area of labor and employment law (March 2010) • Named a Southern California “Rising Star” and “Super Lawyer” in surveys conducted by Law and Politics Media Inc. and published in Los Angeles magazine (2009-2013; 2015)
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Privacy and Security
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Lisa Monaco Partner
Washington, DC D: +1-202-383-5413
New York D: +1-212-326-2000 [email protected]
Lisa O. Monaco is co-chair of O’Melveny’s Data Security and Admissions Privacy group and a member of the firm’s White Collar Defense and Corporate Investigations Practice Group. She served as Bar Admissions Homeland Security and Counterterrorism Advisor to President District of Columbia Obama and prior to that she held several senior positions in the New York Department of Justice, including as an Assistant Attorney General for National Security, the Department’s top national Education security lawyer. She is also a former Chief of Staff to then- Director of the FBI, Robert S. Mueller, III. Drawing on her University of Chicago Law School, experience as an advisor at the highest level of government, she JD, editor-in-chief of the University of counsels clients on the business, legal, and policy issues Chicago Law School Roundtable surrounding on Data Security and Privacy issues, as well as on Harvard University, BA other areas of Crisis Management and government and regulatory affairs. Lisa works out of both the firm’s Washington, DC and New York offices. As the President’s Homeland Security and Counterterrorism Advisor from 2013-2017, she coordinated the federal government’s crisis management and response to a wide array of risks and challenges – from cyber threats and pandemics to terrorist threats – and chaired the Cabinet-level Homeland Security Council Principals Committee and advised the President on homeland security issues and crises. She has extensive experience in policy development and crisis management having operated at the senior- most levels of the Federal government as a lawyer and advisor. Before her service in the White House, Lisa spent 15 years at the Department of Justice and FBI under the Administrations of President Bill Clinton, President George W. Bush and President Barack Obama. As counsel and then Chief of Staff at the FBI,
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she helped then-Director Robert S. Mueller, III, transform that organization after 9/11 into a national security organization focused on preventing terrorist attacks on the United States. In 2009, she joined the Justice Department’s senior leadership in the Deputy Attorney General’s office. As the Principal Associate Deputy Attorney General, she was the Deputy Attorney General’s primary advisor on a range of criminal policy, law enforcement, national security and civil litigation matters and she assisted in overall management and supervision of the Department, including the United States Attorney’s Offices. In 2011, she was nominated by the President and confirmed by the United States Senate as Assistant Attorney General for National Security, the first woman to serve in that position. She led the National Security Division’s nearly 400 lawyers and professional staff and oversaw all federal terrorism and national security prosecutions nationwide. During her tenure she made cyber threats a top priority and created the first nationwide network of national security cyber specialists. Lisa spent six years as an Assistant United States Attorney in the United States Attorney’s Office for the District of Columbia prosecuting a range of cases, from violent crime to fraud and public corruption. Her time as an AUSA includes service on the Enron Task Force, a group of federal prosecutors drawn from around the country to investigate and prosecute the fraud at Enron. She received the Attorney General’s Award for Exceptional Service, the Department’s highest award for her service on the Enron Task Force. She has received numerous awards in recognition of her public service career including the Department of Justice Edmund J. Randolph Award, the National Intelligence Distinguished Public Service Medal, and the CIA Director’s Award. She has been recognized internationally for her work with key allies and foreign governments; in 2017 the President of the Republic of France named her an Officer of the French Legion of Honor. Earlier in her career, Lisa served as Counsel to the Attorney General. She began her legal career as a law clerk to the Honorable Jane R. Roth on the United States Court of Appeals for the Third Circuit. Lisa’s experience extends to the board room as a member of the board of Accenture Federal Services; Cognosante LLC; and the non-profit organization, Hostage US. Lisa is a Distinguished Senior Fellow at New York University Law School’s Reiss Center on Law & Security and Center for Cybersecurity; and a nonresident senior fellow at Harvard’s Belfer Center on Science and International Affairs. She co-chairs the Aspen Institute’s Cybersecurity Group, a cross- disciplinary group of industry, former government, Capitol Hill, academic and civil society leaders focused on cybersecurity. She is a member of the Council on Foreign Relations. In 2017 Governor Andrew Cuomo named Lisa to a bipartisan Counterterrorism Advisory Panel for the State of New York. Lisa is also a member of the Bipartisan Commission on Biodefense. A regular voice in national publications on national security and cybersecurity; she is a Senior National Security Analyst for CNN.
Corporate & Government Experience • Assistant to the President for Homeland Security and Counterterrorism • Assistant Attorney General for National Security • Principal Associate Deputy Attorney General • Associate Deputy Attorney General • Chief of Staff, Federal Bureau of Investigation • Special Counsel to the Director, Federal Bureau of Investigation • Assistant United States Attorney, Enron Task Force
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• Assistant United States Attorney, US Attorney’s Office, Washington, DC • Counsel to the Attorney General • Principal, WestExec Advisors
Professional Activities Clerkships
• Honorable Jane R. Roth, US Court of Appeals, Third Circuit Member
• Co-Chair, Aspen Institute Cybersecurity Group • Distinguished Senior Fellow, NYU School of Law, Reiss Center on Law and Security and Center for Cybersecurity • Senior Fellow, Harvard University, Kennedy School of Government, Belfer Center for Science and International Affairs, Homeland Security Program • Council on Foreign Relations • American Law Institute • University of Chicago Law School Council • Advisory Board, National Security Institute at George Mason University’s Antonin Scalia Law School • New York State Bipartisan Counterterrorism Advisory Panel • Bipartisan Commission on Biodefense • ABA Standing Committee on Law and National Security Selected Speeches
• Remarks at the University of Chicago Law School, 530th Convocation, June 10, 2017 • Remarks at International Conference on Cybersecurity, Fordham University, July 26, 2016 • Keynote Address, Intelligence & National Security in American Society, Univ. of Texas-Austin, March 30, 2016 • The Kenneth A. Moskow Memorial Lecture, Council on Foreign Relations, Washington, DC, March 6, 2016 • Cyber Threats & Vulnerabilities, Securing America’s Most Important Assets, Woodrow Wilson Center, Washington, DC, February 10, 2015 Articles/Op-Eds
• “The Coronavirus Shows Why the U.S. Must Make Pandemic Disease a National Security Priority,” Lawfare (February 2020) • “We are in uncharted territory now. Are we prepared for that?,” Washington Post (January 2020) • “America, please look beyond your self interest and do your duty,” Washington Post (August 2019) • “We’ve Declared War on Foreign Terrorism, Why Not Do the Same for Domestic Terrorism,” Washington Post (November 2018) • “The Next Pandemic Will Be Arriving Shortly,” Foreign Policy (September 2018) • “A ‘global game of whack-a-mole’: Overseas data rules are stuck in the 19th century,” Washington Post (March 5, 2018)
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• “The Next Phase in the War on Terror,” Lawfare (November 6, 2017) • “Preventing the Next Attack: A Strategy for the War on Terrorism,” Foreign Affairs (November/December 2017) • “The Next Front in the U.S. Fight Against ISIS,” The New York Times (May 11, 2017) • “Attention Team Trump: Globalism works in fighting terror,” CNN Op-Ed (May 9, 2017) • “The Dangers of Walling Off America,” Lawfare (February 6, 2017) Public Appearances
• “Margaret Talev talks cybersecurity with Sen. King and Rep. Gallagher,” News Shapers (March 10, 2020) • The Aspen Institute Cyber Summit, Transnational Supply Chains and Emerging Technology Threats (October 2, 2019) • “Into the Breach,” The Texas Tribune Festival (September 28, 2019) • “From Within,” The Texas Tribune Festival (September 27, 2019) • Cyber Risk: Who’s Job is It Anyway?, Global Cyber Innovation Summit (May 1, 2019) • Interview with NPR Weekend Edition, On Drone Strikes Transparency (March 10, 2019) • National Security Challenges Facing the United States, University of Akron (March 7, 2019) • New Rules: Comparing the California Consumer Privacy Act and the EU GDPR, RSA Conference 2019, (March 5, 2019) • Artificial Intelligence: National Security & Defense, AI Policy Congress, Massachusetts Institute of Technology (January 2019) • State of the Union with Jake Tapper, CNN (February 24, 2019) • Intelligence Matters Podcast, Former Homeland Security Advisor on Today’s Threat Landscape, CBS (January 2, 2019) • Aspen Cyber Summit, A Cyber Agenda for 2019 (November 8, 2018) • The New Front Line of Defense: Security in a Post-9/11 World, 9/11 Memorial Museum Security Summit (November 2018) • Brennan Center for Justice, Politics & Prosecutors: Where Will the Special Counsel Investigation Lead Us? (October 24, 2018) • Cloudflare Internet Summit, Cyber the New Frontier in State Warfare (October 4, 2018) • Washington Post Cybersecurity Summit, America’s Cybersecurity Posture (October 2, 2018) • State of the Union with Jake Tapper, CNN (August 19, 2018) • Aspen Security Forum, Confronting Global Cyber Threats (July 19, 2018) • Stay Tuned with Preet, On Criminal Justice (June 21, 2018) • Resilient World, On Tackling Transnational Threats, Terrorism and Cybersecurity Atlantic Council (June 6, 2018) • The Lawfare Podcast, On protecting the 2018 election (April 24, 2018) • Dartmouth College, Dickey Center Lecture (February 2018) • Cape Up with Jonathan Capehart, Washington Post (January 16, 2018) • The President’s Inbox, Council on Foreign Relations (November 30, 2017)
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• C-SPAN Washington Journal, US Counterterrorism Efforts (November 15, 2017) • Bloomberg Next: The Connected Future, Trusting the News: From Politics to National Security (October 24, 2017) • Stay Tuned with Preet, Behind Closed Doors: Advising Obama and Mueller (September 27, 2017) • Duke University, Terry Sanford Distinguished Lecture (September 13, 2017) • The Lead with Jake Tapper, CNN (August 25, 2017) • Axios Smarter Faster, On Fighting ISIS and Social Media (July 25, 2017) • Aspen Ideas Festival, America’s Online Enemies, (July 1, 2017) • The Lead with Jake Tapper, CNN (May 17, 2017) • The Axe Files (April 17, 2017) • The President: Conflict with Syria, North Korea Testing Boundaries, with Anderson Cooper, CNN (April 10, 2017) • The Global Politico (April 3, 2017) • Pod Save the World (February 2017) • Interview with Charlie Rose (February 2, 2017) • The Internet of Broken Things: Future Challenges of Global Cybersecurity, Aspen Institute, (January 13, 2017) • Council on Foreign Relations, Remarks on Counterterrorism, Cybersecurity and Homeland Security (January 8, 2017) • Interview with NPR, Homeland Security Advisor on Russian Cyber Activity (December 16, 2016) • Christian Science Monitor Breakfast Discussing Election Security, CSPAN (December 9, 2016) • Keynote Address, The National Security Division at 10, Center for Strategic and International Studies (September 19, 2016) • Aspen Security Forum, The View from the West Wing, Aspen Institute (July 30, 2016) • Aspen Security Global Forum, London, Counterterrorism in the Age of ISIL (April 22, 2016) • Interview with Charlie Rose (September 30, 2015) • Aspen Institute, The Future of Cyber Threats (June 23, 2015)
Honors & Awards • Edmund J. Randolph Award, United States Department of Justice • Attorney General’s Award for Exceptional Service • Officer of the Legion of Honor of France, Awarded by the President of the Republic of France • National Intelligence Distinguished Public Service Medal • Director’s Award, Central Intelligence Agency • Bar Association of the District of Columbia Lifetime Achievement Award • Distinguished Alumna Award, University of Chicago Law School • Recognized by The Legal 500 US for General Commercial Disputes
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Real Estate
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Michael D. Hamilton Partner
Los Angeles D: +1-213-430-8384 [email protected]
Michael Hamilton is an advisor to clients in real estate, finance Admissions and corporate restructuring transactions. Michael is nationally recognized for his borrower-side finance practice, representing Bar Admissions numerous borrowers in loans of all shapes and sizes across the California nation. During 20+ years of practice, Michael has originated hundreds of loans on behalf of borrowers in excess of US$125 Education billion. Michael also represents corporate and institutional owners University of Oregon, J.D. of large property portfolios, and is highly experienced in crafting unconventional solutions for challenged assets, such as Rice University, M.A., Geology and environmentally contaminated properties. Geophysics Prior to practicing law, Michael was an environmental geologist. Hamilton College, B.A., Geology He worked with a national consulting firm in the assessment of environmental contamination and the design of remediation systems.
Experience • Represented a brand name, publicly-traded retailer in the origination of approximately $440 million of conventional mortgage and mezzanine debt secured by approximately 125 store sites across the country. The transaction also required the restructuring of the ownership of all assets and the funding of certain pension fund obligations of the public company • Represents a Wall Street investment banking firm on the equity investments (and related borrowings) of a nontraded, public REIT, and other privately held funds of the institution and its partners • Represented the borrower in a $450 million mortgage loan secured by a shopping center in Northern California
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• Represented the seller of 11 Madison in Manhattan in 2015, which (at the time) was the second largest single office building sale in New York City history (US$2.8 billion total deal value) • Represented a public REIT, a private REIT and a Canadian pension plan in a US$1.8 billion restructuring and recapitalization of a joint venture • Represented the borrower in a single asset, US$1.4 billion CMBS loan secured by the Metropolitan Life Insurance Company building in New York City • Represented a joint venture involving a public REIT and a foreign sovereign in the refinancing of 4 shopping centers with an aggregate loan amount of US$1.8 billion • Represented a municipality in the successful settlement of a disputed purchase and sale transaction involving highly contaminated property; represented the same municipality in the disposition of its interest in such property to a developer and manufacturer which has now resulted in a successful re- use of the brownfield property and long term stream of reliable, utility revenue for the municipality • Served as co-lead counsel to the acquiror in a US$22+ billion corporate transaction, involving a publicly-traded real estate investment trust (REIT) that owned 400+ properties globally. The transaction required constant-readiness and "on-call" knowledge of the target's operations as well as the law of 25+ state and foreign jurisdictions in which the target's properties were located. As coordinator of more than 200 lawyers within his Firm over an 18-month period, Michael advised the client on matters pertaining to 100+ mortgage financings, 30+ hedge instruments, 20+ joint ventures, 15+ ground leases, 20+ local development agreements, 30+ taxable and tax-exempt financings, and 400+ existing entities. On a single day in late 2007, Michael and his co-counsel from 5 other leading New York law firms oversaw the closing of the target acquisition which required the concurrent formation of 1000+ new entities, completion of 8 new corporate credit facilities (exceeding US$6 billion), closing of 100+ property refinancings (exceeding US$9 billion), and 40+ amendments to existing credit facilities and hedge instruments • For 20 years, Michael has been counsel to a publicly-traded shopping center REIT in connection with various aspects of its operational, development and financing needs. Michael has assisted the company with more than US$15 billion of financing transactions involving construction loans, permanent loans and securitized facilities. Michael has also represented the company in portfolio acquisitions involving, in the aggregate, 50+ properties and has advised on numerous proposed redevelopment activities undertaken by the company • Michael served as counsel to a bankrupt lender in the sale of a distressed loan portfolio valued at US$519 million. The portfolio consisted of 40+ commercial mortgage loans, approximately 50% of which were non-performing (i.e., underlying borrower in default) • Advised a NYSE company in connection with a joint venture recapitalization of one of the top performing shopping centers in the nation. The first phase of the strategy involved a US$300+ million refinancing with two life insurance company lenders. The second phase involved the admission of a joint venture partner to the structure. The admitted partner was a foreign pension plan whose investment in the structure required careful tax planning to address tax and pension fund complications arising from cross-border regulatory schemes. The final phase of the transaction involved the conversion of the relevant entities in the structure to real estate investment trusts
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• Michael served as deal counsel to a Wall Street private equity firm in connection with its resort projects in California. He had primary responsibility for drafting and negotiation of all development, financing and brokerage documentation for the projects. As counsel to the financial partner in the development, Michael also oversaw the activities of the developer partner to ensure the financial partner's interests were protected • Early in his legal career, Michael served as lead associate in the representation of a Wall Street based real estate investment fund in the acquisition, privatization and redevelopment of McClellan Air Force Base in Sacramento, California. The transaction involved numerous governmental agencies and demanded solutions to address extensive environmental issues and intersecting, and often- conflicting, agency regulations on redevelopment. The transaction evolved over a two year period and required sustained focus on the client's needs and limits in the face of ever-changing needs of the opposing parties • Assisted in the representation of the largest provider of water in the United States in a high-profile lawsuit relating to the operation of the California State Water Project (the primary distribution system for drinking water in southern California). The underlying claim involved the California Environmental Quality Act and purported noncompliance with the Act in the operations of the project. The case involved negotiations and settlement with 20+ counterparties (local water districts and stakeholders). Due to the highly-politicized nature of the claim and profile of the project, Michael also worked side- by-side and behind the scenes with state regulators in crafting a solution that not only addressed the immediate claim but which would also be a sustainable solution in light of much larger water and distribution system issues
Professional Activities Memberships
• Los Angeles County Bar Association • California State Bar Association • American Bar Association • Former Member, Board of Directors, Theodore Payne Foundation, a 501(c)(3) organization dedicated to the preservation and use of California native plants • Board Member and Fellow, American College of Real Estate Lawyers, a highly selective group of leading real estate lawyers in the United States • Former Member, Board of Directors, Heritage Housing Partners, a 501(c)(3) organization involved in the preservation, restoration and re-use (for affordable housing purposes) of historically-important residential structures in Southern California • Faculty Member, American Law Institute and American Bar Association, Annual Conference on Modern Real Estate Transactions (2007 – present) • Faculty Member, American Law Institute and American Bar Association, Annual Conference on Real Estate Financing Documentation (2007 – present) • Faculty Member, American Law Institute and American Bar Association, Annual Conference on Banking and Finance (2007, 2008) • Adjunct Faculty Member, University of Southern California School of Law (2007) • Adjunct Faculty Member, Pepperdine University School of Law (2006)
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• Faculty Member, Practising Law Institute, Annual Conference on Commercial Real Estate Financing (2004 – 2007) Publications
• Co-author, "Real estate in a world of disruption, innovation and rapid technological change," Who's Who Legal: Real Estate (November 2018) • Co-author, "Lenders' New Rules - Basel III & the Impact on High-Volatility CRE," Commercial Property Executive (November 2015) • "Let the Seller Beware - The 'Fraud by Omission' Exception to Caveat Emptor," Commercial Property Executive (August 2015) • "Caveat Emptor (Kinda) - When As-is Clauses Are Not "As Is"," Commercial Property Executive (May 2015) • "No Free Pass - How to Keep from Falling into Brownfield Development Traps," Commercial Property Executive (February 2015) • Co-author, "First Rights - Navigating the Hazards of ROFOs and ROFRs," Commercial Property Executive (November 2014) • "A Marriage of Words - What it Means to Indemnify, Defend and Hold Harmless," Commercial Property Executive (August 2014) • "Signed, Sealed, Delivered - Pros and Cons of Assigning Contracts to a Third Party," Commercial Property Executive (May 2014) • "All Appropriate Inquiry - New EPA Standard for Phase I Environmental Site Assessments," Commercial Property Executive (February 2014) • "Test Your Knowledge Of Property Transfers - Do You Know What's Restricted and the Implications for Non-Recourse Carveouts?," Commercial Property Executive (November 2013) • Co-author, "The Mysterious Reg AB - Understanding the SEC's ABS Reporting Requirements," Commercial Property Executive (August 2013) • Co-author, "Do Not Delay - Latest Enforceable Carveouts Guaranty Decision Reiterates Liability," Commercial Property Executive (May 2013) • "Lesson Learned - Why a Completion Guaranty Does Not Guarantee Completion," Commercial Property Executive (February 2013) • "LIBOR: London, If Bad, Over/understate the Rate - While Substitute Reference Rates Exist, Better Solutions Are Needed," Commercial Property Executive (November 2012) • Construction Warning: Changes Ahead - Basel III Promises Greater Scrutiny, Leading to Increased Expense for Lenders, Borrowers," Commercial Property Executive (August 2012) • "Liability Trigger - Should Insolvency Be Cause for Recourse?," Commercial Property Executive (May 2012) • "Foreclose and File? - Buyers of Mezzanine Loans May Be Liable for Mortgage Debt," Commercial Property Executive (February 2012) • Contributing Author, Madison, Dwyer and Bender, "The Law of Real Estate Finance (West)," Ch. 17 (regarding California Real Estate Finance Law)
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• Co-Author and Presenter, "Considerations in Drafting Partnerships and LLC Agreements: Equity and Preferred Equity Basics," National Association of Industrial and Office Properties, Los Angeles Section Continuing Education (2006) • Co-Author and Presenter, "Purchase and Sale: Understanding Why the Documents Say What They Say: Practical Implications of Legal-Ease," National Association of Industrial and Office Properties, Los Angeles Section Continuing Education (2006)
Honors & Awards • Chambers USA recognized him as a well-regarded real estate practitioner and market sources stated he "really thinks deeply about the consequences and is detail-oriented". Rated by Chambers 2013 to present • In 2020, Michael was recognized as a NLJ Trailblazer in Real Estate Law by The National Law Journal. • In 2012, The Legal 500 United States recognized him for his real estate practice and called him a "risen star" • Since 2012, Michael has been listed in the "Who's Who of International Lawyers" • In 2008, The Daily Journal named him one of Los Angeles' Top 20 Under 40 Lawyers • In 2008, Institutional Investors News named him one of its 20 Rising Stars of Real Estate • In 2007, Michael was lead counsel in the "Deal of the Year" as selected by Institutional Investor News and Real Estate Forum • In 2007, Selected as "Young Lawyer of the Year" by the Los Angeles County Bar Real Property Division
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Renewable Energy Stewardship
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Junaid Chida Partner
New York D: +1-212-326-2031 [email protected]
Junaid Chida offers counseling, structuring, negotiating and deal Admissions management guidance on M&A and financing transactions in the domestic and international markets for a wide range of energy, Bar Admissions infrastructure, and transportation assets. California With a dominant position in the renewable and clean energy New York space, Junaid has represented tax-equity investors and other clients in a significant portion of all clean and renewable energy Education deals done in the United States in the past fifteen years. In University of Wisconsin, J.D.: cum addition, he has handled numerous highly structured and laude; editor, Law Review complex financings, as well as M&A transactions, including through leveraged leases, partnerships, and other structures. University of Wisconsin, Eau Claire, Asset classes have included: B.B.A.: cum laude
• Wind, solar, fuel cell, geothermal, biomass, and other clean and renewable energy technologies • Coal-fired, gas-fired, nuclear, and hydroelectric projects • Industrial projects • Oil and gas projects • Water and waste treatment facilities • Aircraft, ships, rail, intramodal facilities, and other transportation systems and assets • Satellites and transponders Constantly vigilant and utterly dedicated to serving his clients, Junaid makes himself available on a 24/7 basis, 365 days a year, as does his team. A creative problem solver and strategic counselor, he is valued for his skill at addressing and anticipating his clients’ issues while, at the same time, building bridges and developing solutions that work for all parties in a deal.
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Junaid has been recognized by IFLR 1000: The Guide to the World’s Leading Financial Law Firms as a leading lawyer in the field of project finance; Super Lawyers for New York-Metro; Chambers USA - America’s Leading Lawyers for Business, as a leader in the field of projects; Legal 500, as a leader in asset finance and leasing, project finance (Lender) and project finance (Sponsor); and Chambers Global - The World’s Leading Lawyers as a leader in the field of project finance. Junaid has also been recognized by New York Law Journal as a “Distinguished Leader.”
Experience Domestic Renewable and Clean Energy Transactions:
• Citicorp North America and Berkshire Hathaway Energy in their: ‒ acquisition of preferred equity interests in the 160 MW Rattlesnake wind power project developed by Goldwind Americas in McCulloch County, Texas ‒ acquisition of preferred equity interests in the 300MW South Plains II wind power project developed by Sun Edison in Floyd County, Texas
• Citicorp North America in its acquisition of preferred equity interests in the 52 MW Mississippi Solar project developed by D.E. Shaw Renewable Investments in Lamar County, Mississippi • Citicorp North America in connection with its commitment to acquire preferred equity interests in the approximately 55 MW Gray Hawk solar power project being developed by D.E. Shaw Renewable Investments in Kingman, Arizona • Leading financial institution in its: ‒ acquisition of preferred equity interests in, and project financing of, three wind power projects located in California, Indiana, and Nebraska ‒ acquisition of preferred equity interests in the White Pine and White Oak solar power projects, collectively worth approximately US$349 million. The projects are being developed by NextEra Energy, Inc. in Georgia ‒ acquisition of preferred equity interests in the approximately US$403 million Live Oak, River Bend, and Chaves solar power projects being developed by NextEra Energy, Inc. in Georgia, Alabama, and New Mexico, respectively ‒ commitment to acquire approximately US$200 million in preferred equity interests in the Cotton Plains, Old Settler, and Phantom Solar power projects being developed by Apex Clean Energy Holdings, LLC in Texas
• John Laing Group plc in its: ‒ acquisition of preferred equity interests in the Sterling Wind power project being developed by Akuo Energy USA, Inc., a French developer of renewable energy projects, in Lea County, New Mexico ‒ $100 million investment in the 149 MW Rocksprings wind project in Texas.
• Leading financial institution in connection with the Bloom Wind power project developed by Capital Power in Ford and Clark Counties, Kansas • The acquisition by Goldman Sachs and one of its wholly-owned subsidiaries from BayWa r.e. Wind, LLC of the Anderson Wind Project consisting of two wind projects located in Chaves County, New Mexico
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• The approximately US$287 million Osage wind power project being developed by Enel Green Power North America Inc. • The acquisition by Macquarie Infrastructure Company of ownership interests in Idaho Wind Partners 1, LLC, a project company that owns a 183 MW portfolio comprised of eleven wind power projects in Idaho • The acquisition by Macquarie Infrastructure Company from BayWa r.e. Wind, LLC of the Brahms wind power project in New Mexico • The approximately US$180 million Route 66 wind power project being developed by First Wind Energy • The approximately US$314 million Panhandle II wind power project developed by Pattern Energy Group • The approximately US$455 million Buffalo Dunes wind power project developed by Enel Green Power North America Inc. • The establishment of a joint venture to provide solar energy services to large-scale solar power projects and the acquisition of various solar power projects for Building Energy S.p.A. as part of its entry into the U.S. renewable energy market • The approximately US$476 million Canadian Hills wind power project developed by Atlantic Power Corporation • The approximately US$419 million Chisholm View wind power project developed by Enel Green Power North America Inc. • The approximately US$355 million Prairie Rose wind power project developed by Enel Green Power North America Inc. • The approximately US$158 million Rocky Ridge wind power project developed by Enel Green Power North America Inc. • The approximately US$1.7 billion Alta II-V and Alta I wind power projects developed by Terra-Gen Power, which were the first leveraged lease financings of a wind power project • The US$240 million Rail Splitter wind power project, one of the first power projects to use Treasury grants in lieu of ITCs as an integral part of the project's capital structure • The US$200 million Lost Lakes wind project • The financing by an affiliate of a major U.S. utility of several portfolios of solar power projects developed by Solar City • The financing by an affiliate of a major utility of a portfolio of solar power projects developed by Sun Run • The approximately US$325 million Peace Garden wind power project portfolio • The approximately US$275 million Dixie Valley geothermal project developed by Terra-Gen Power • The approximately US$250 million Armenia wind power project, which was the first leveraged renewable energy project to utilize Treasury grants in lieu of ITCs • The acquisition and related project financing of a utility scale solar power project developed by Sunpower • The financing, on behalf of different clients, of several portfolios of solar power projects developed by Sun Edison
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• The acquisition by the affiliate of a major Japanese conglomerate of an interest in the Stanton wind power project • The approximately US$1.3 billion Horizon wind power project portfolio • The US$723 million Aelous II wind power project portfolio, which was one of the largest energy projects to utilize a PAYGO structure • The investments by a Canadian private equity fund in several U.S. clean tech companies • The US$1 billion Coso geothermal power project leveraged lease financing, the largest geothermal project financing completed to date • The US$1 billion Frontier Wind wind power project portfolio, which included the largest equity investment in a wind power project portfolio completed to date • The US$869 million Aeolus I wind power project portfolio • The Nevada Solar One solar project, at the time the largest solar project completed in the U.S. in 15 years • The Locust Ridge wind power project • The Camp Springs I and Camp Springs II wind power projects • The Burney Forest biomass project • The Buffalo Gap I and Buffalo Gap II wind power projects • The Bear Creek and Atlantic City wind power projects • The Sand Bluff wind power project • The Puna geothermal project in Hawaii • The Sweetwater II and Sweetwater III wind power projects • The US$510 million Cedar Creek wind power project • The Combine Hills wind power project • The Caprock wind power project • The Oasis wind power project • The Sweetwater I Wind Farm project, which was the first wind power transaction to be financed by institutional equity investors • The Blue Canyon I wind power project Other Domestic Energy Transactions Junaid's experience in the domestic energy sector includes:
• The Bear Swamp transaction, which established the template for the so-called "genco" financings done in this sector • The Calpine Geysers transaction, which established the template for a sponsor-supported pure merchant project financing done through a leveraged lease • The Attala transaction, which established the template for a project financing done through a leveraged lease on the strength of a related party tolling contract • The Southern Energy Mid-Atlantic genco transaction, which was the largest genco financing in the leveraged lease market • The landmark US$2.5 billion Homer City transaction, which is the largest project financing of a single- asset merchant project done to date and the first to be consummated through a leveraged lease
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• The Calpine Peakers transaction, which utilized an innovative partnership structure together with Rule 144A financing to finance a power purchase agreement with the California Department of Water Resources • The acquisition financing of the Arroyo gas-fired project in Colorado • The Calpine Pasadena gas-fired power plant financing • The PPL Montana coal-fired power project financing • A major oil products pipeline expansion on behalf of one of the leading U.S. oil pipelines • The lenders in the El Dorado merchant power project (the project, which sold power to the California power exchange, was located in Nevada and was the first successfully syndicated pure merchant power project financing consummated in the United States) International Transactions Junaid is proficient in Portuguese and has participated in transactions in Latin America, Europe and Asia for more than 20 years. His experience includes representing:
• The lenders in the Itajai Port project in Santa Catarina State, Brazil • The lenders in the Jacui project, which was the first attempt at a pure non-recourse power project financing in Brazil • The underwriters in the Marlim Oilfield project, an offshore oil field development in Brazil, which was the first Brazilian infrastructure project financing to be successfully consummated in the international capital markets. This financing established the template for subsequent similar projects completed in the Brazilian market by other international lenders • The sponsor in the proposed development of the Santa Branca project, one of the largest independent power projects proposed to be developed in Brazil • The sponsor in the proposed development of the Norte Fluminense power project in Brazil • A syndicate of international banks in the financing of a major expansion of the metro underground rail system in Santiago, Chile • The sponsor in the Cabiunas gas pipeline project in Brazil • The sponsor in the proposed development of the Pinamucan power project in the Philippines • The sponsor in the proposed development of the Mangalore power project in India Aircraft, Ships and Other Transactions Junaid has represented clients in transactions involving virtually every one of the world's major airlines as well as in complex ship and other vessel financings, rail financings and financings of satellites and transponders. Airlines and other companies in these transactions have included:
• American Airlines • Amtrak • Burlington Northern • British Airways • Continental Airlines • Delta Airlines • KLM Royal Dutch Airlines
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• Korean Air Lines • Lufthansa • NBC • Northwest Airlines • PanAmSat • Qantas • United Airlines • U.S. Lines
Honors & Awards • Recognized as a “Notable Practitioner” by IFLR1000 in Mergers & Acquisitions; Industry Sectors: Energy, Oil & Gas, Transport, and Utilities (2019 & 2020) • Distinguished Leader, The New York Law Journal • Asset Finance and Leasing, Project Finance (Lender), Project Finance (Sponsor), and Energy (Renewable/Alternative), The Legal 500 • New York-Metro, Super Lawyers • Projects, Chambers USA • Project Finance, Chambers Global • Project Finance, IFLR 1000: The Guide to the World’s Leading Financial Law Firms • Trailblazers - Energy & Environmental, National Law Journal • Project Finance Expert, Who’s Who Legal
Languages • Hindi • Portuguese • Urdu
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Water Stewardship
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Matt Kline Partner
Century City D: +1-310-246-6840 [email protected]
Matt Kline is a nationally recognized lawyer with a broad litigation Admissions practice who also advises on public policy matters. Bar Admissions Matt’s cases are as varied as the clients he represents. California Matt heads the firm’s Water Industry Group, which helps clients navigate the transactional, regulatory, and litigation issues Education implicated by this ever-more vital resource. Matt has twice been named California trial lawyer of the year in this area, having University of California at Berkeley, J.D., 1999: Order of the Coif; Editor- served as lead counsel in numerous high-profile California water in-Chief, California Law Review; Moot cases. As a lecturer at Stanford University, Matt co-teaches a Court Advocacy Award; Teaching “Business of Water” class. Assistant for Contracts and Matt has also received awards and recognitions as a leading Constitutional Law copyright and trademark lawyer, handling high-profile, precedent- University of California at Santa setting cases for clients like Warner Bros. Matt has been Barbara, B.A., 1996: College Honors; recognized by The American Lawyer, Variety, Chambers, The University Service Award; May Legal 500, Daily Journal, the Houston Chronicle, Benchmark Company Award; Founder and Editor- Litigation, and Managing Intellectual Property for his litigation in-Chief, Catalyst: The UCSB Undergraduate Creative Works work. Matt is a regular first chair trial lawyer in cases and Publication arbitrations across the country and is a member of the firm’s appellate practice as well. Matt is actively involved in public service, including work as counsel on the National War Powers Commission and board service for KCRW, the Center for Early Education, and Cancer for College. He is Chairman of the Warren Christopher Scholarship committee and devotes hundreds of hours each year to running the 25-year-old scholarship program that serves public high school students in Los Angeles.
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Matt has worked extensively on pro bono matters during his tenure at O’Melveny. His pro bono work has been recognized by the Legal Aid Foundation of Los Angeles and National Lawyers Guild.
Experience Representative intellectual property disputes:
• Represented Warner Bros. and DC Comics in long-running copyright and trademark litigation concerning Superman. As reported in the national press, Matt helped secure a string of "blockbuster" wins in these cases, including In re Pac. Pictures Corp., 679 F.3d 1121 (9th Cir. 2012); DC Comics v. Pacific Pictures Corp., 2013 WL 120807 (9th Cir. 2013); Larson v. Warner Bros. Entm't, Inc., 2013 WL 1113259 (9th Cir. 2013); DC Comics v. Pacific Pictures Corp., 545 F. App'x 678 (9th Cir. 2013); and Larson v. Warner Bros. Entm't Inc., 640 Fed. Appx 630 (9th Circ. 2016). • Represented Warner Bros. in a variety of other important matters, including copyright, idea-theft, and trademark disputes related to properties like the Conjuring motion picture franchise, Gravity, War Dogs, Trouble With the Curve, and Westworld; profit participation matters, including concerning the movie Goodfellas and television series Gilmore Girls; and a variety of other matters concerning the Lord of the Rings, The Hobbit, and Harry Potter franchises, as well as motion pictures like A Star Is Born. Matt also represents the company in important First Amendment cases, including a lawsuit brought by former Los Angeles Clippers owner Donald Sterling—whose $2 billion lawsuit the court struck under California's anti-SLAPP statute. • Represented videogame developers in various disputes, including helping one secure a nine-figure settlement for plaintiffs in a case involving contract, patent, trade-secret, copyright, and trademark claims. • Represented various clients—including skin care, apparel, and media companies—in trademark, false advertising, and unfair competition cases. This includes defending a major clothing maker against a libel trademark action that not only resulted in victory for our client, but also in its being awarded fees and costs. • Defeated trademark advertising claims exceeding $80 million brought against renowned dermatologist and his company by competitor. Representative water matters:
• Secured summary judgment victory on behalf of Coachella Valley Water District in federal groundwater water litigation, in which opponent had sought to enjoin the District from recharging the basin using Colorado River water. • Represented California Resources Corporation (CRC) in its successful bench trial takings and due process challenges to Measure Z, a 2016 ballot initiative passed in Monterey County that sought to shut down an industry, without compensation, under the auspices of water regulations. • Represented investment firms, agricultural firms, and others with regard to their respective water- based investment and development strategies in the Western United States, including concerning financing, water rights due diligence, water rights transfers, groundwater banking, the Sustainable Groundwater Management Act (SGMA), and U.S. Bureau of Reclamation issues. • Advised companies on a variety of new water business strategies, including new sources of water, water wheeling, proof of concept of new water businesses, and water treatment and disposal issues.
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• Advised on water rights disputes, including defending a major energy company in a series of water rights and water quality cases, including a successful First Amendment defense in a RICO action Committee to Protect Our Agricultural Water v. Occidental Oil & Gas Corp., 235 F.Supp.3d 1132 (E.D. Cal. 2017). • Representing several California agricultural growers in a first of its kind, multi-phase SGMA adjudication, including on prescriptive groundwater rights claims. Representative international disputes:
• Defended Unocal in a series of lawsuits and investigations arising out of investments in Myanmar (Burma). Matt's work included briefing before the U.S. and California Supreme Courts, foreign investigations in several countries, and a bench trial in California where Unocal defeated plaintiffs' alter-ego claims. • Represented many other companies (including Yahoo! and energy and natural resources companies) in Alien Tort Statute and related cases—both in litigation and before various branches of government. E.g., Saldana v. Occidental Petroleum Corp., 774 F.3d 544 (9th Cir. 2014); Zheng v. Yahoo! Inc., 2009 WL 4430297 (N.D. Cal. 2009). These cases involved claims and work in Europe, Asia, Africa, and South America, and claims asserted under various sources of international and U.S. law, including privacy laws. • Handled international arbitrations (including in the International Chamber of Commerce), as well as investigations in Afghanistan, Asia, and the Middle East related to criminal and intellectual property matters. Matt has also advised clients on real-estate disputes in a variety of foreign jurisdictions, including Europe and Africa. Representative trial, appellate, and arbitration work:
• Defended Jeff Skilling, the former CEO of Enron, in his five-month criminal trial in Houston. Matt's work, as a primary brief writer for the team, included briefing work on Mr. Skilling's victory in the U.S. Supreme Court. • First chair at an arbitration for a leading consumer electronic company against one of world's largest telecommunications companies, in which Matt's client prevailed on its contract claims (worth tens of millions of dollars) and defeated fraud and mistake counterclaims. • Successfully represented private equity clients against ERISA withdrawal liability claims, including a complete defense award in an AAA arbitration involving a claim for over $50 million in damages and interest. • Major energy companies challenging voter initiatives seeking to constrain its natural-resources rights. • A music video director in a wrongful-death plane crash case. • A media executive in fraud and breach-of-contract claims against his former business partners. • A large non-profit in a dispute with one of its founders and board members. • A sports investment bank and a professional sports team in a variety of contract disputes and tort claims. • A major motion picture studio in a fraud and breach of contract case brought in Texas. Matt has experience from this and other cases successfully enforcing arbitration agreements.
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Professional Activities Member
• Chairman, Warren Christopher Scholarship Committee • Past Chairman and current member of the Board, KCRW Foundation, Inc. • Board Member, Cancer for College • Pacific Council on International Policy • Staff Member and Counsel, National War Powers Commission Trustee
• Center for Early Education Author
• Essay in the University of California-Berkeley School of Law / Boalt Hall California Law Review, “The Best Lesson: A Tribute to Eleanor Swift,” April 2017 • “The Line Item Veto Case and the Separation of Powers,” 88 Calif. L. Rev.181 (2000) • “Mainstream Loudoun v. Bd. of Trustees of the Loudoun County Library,” 14 Berk. Tech. L.J. 347 (1999) • “Remarks from the Investiture of Judge William A. Fletcher,” 87 Calif. L. Rev. 511, 516 (1999) Clerkships
• Honorable Edward R. Becker, Chief Judge, US Court of Appeals, Third Circuit Externships
• Honorable J. Anthony Kline, Presiding Justice, California Court of Appeals Internships
• Felony I Investigator, District of Columbia Public Defender Service Lecturer
• “The Business of Water,” Stanford Law School
Honors & Awards • Named Environment/Natural Resources Litigation Attorney of the Year (2019 and 2020) and Local Litigation Star (2020) for General Commercial by Benchmark Litigation • Verdict recognized by The American Lawyer in story naming O’Melveny California Litigation Department of the Year and national runner-up in its 2019 Litigation Departments of the Year contest • Recommended by Legal 500 (2014-2019) • Named among “IP Stars” by Managing Intellectual Property (2016-2019) • Named to Variety’s Legal Impact Report (2019) • Recognized by Chambers USA for Litigation: General Commercial in California (2018-2020) • Named a “Rising Star” or “Super Lawyer” (2005-2019) by “Southern California Super Lawyers,” as published in Los Angeles magazine • Appellate win in Superman litigation recognized among the “Top Appellate Reversals” of 2013 by the Daily Journal
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Heather Welles Counsel
Los Angeles D: +1-213-430-7613 [email protected]
Heather Welles represents clients in complex litigation and Admissions transactions and provides regulatory and strategic advice, with a particular focus on water and public law and policy issues. She Bar Admissions has drafted briefs in federal and state trial and appellate courts, California including the US Supreme Court, and in ADR settings on a range Court Admissions of subjects, including federal constitutional law, federal courts and US Court of Appeals, Ninth Circuit jurisdictional issues, statutory interpretation, water law, contracts, and trademark law. Heather is a core member of the firm’s water US District Court, Central District of practice, representing clients in industries including public California agencies, agriculture, energy, private equity, and environmental conservation. She regularly speaks on water law and related Education issues. Heather also maintains an active pro bono practice University of California at Berkeley, focused on civil rights and impact litigation. J.D.: Thelen Marrin Prize for Prior to joining O’Melveny, Heather completed two federal Academic Excellence (best academic appellate clerkships, most recently for the Honorable David S. record in graduating class); Order of Tatel on the DC Circuit Court of Appeals, and previously for the the Coif; Editor in Chief, Ecology Law Honorable William A. Fletcher on the Ninth Circuit Court of Quarterly; Landis Prize (most accomplished research paper in water Appeals. or local government law); American Heather graduated from the University of California, Berkeley Jurisprudence Awards for best exam School of Law, where she was awarded the Thelen Marrin Prize in Constitutional Law, Contracts, for Academic Excellence and served as the Editor in Chief of the Water Law, and Land Use Law Ecology Law Quarterly. She previously served as a legislative University of California at San Diego, director in the Texas House of Representatives, where she B.A., Political Science drafted legislation, staffed committee hearings, and worked on groundwater regulation, water quality, energy, and land use.
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Experience • Representing a public agency in federal court on multiple matters of first impression involving reserved water rights, including successfully obtaining dismissal of multiple claims on standing grounds. • Serving as the primary drafter of appellate briefing defending a successful challenge to a local initiative impacting property rights and water use. Co-authored trial briefing and presented argument in a regulatory takings bench trial and collateral administrative proceedings. The case resulted in a rare facial takings ruling in favor of O'Melveny's client. • Representing multiple large landowners in the first groundwater adjudication under California's modified statutory scheme for such adjudications. • Advising a major energy company and a major utility company on federal constitutional and statutory issues related to international and interstate pipelines, including appellate briefing and strategy, consulting with federal officials, and regulatory advice. • Co-authoring pre-trial and post-trial briefing in a contract and trademark dispute involving more than $150m in potential liability. • Advising on water rights and legal issues affecting water supply in multiple contexts, including disputes, project development, and regulatory compliance. Representative projects include multi- million-dollar transactions related to land acquisition and infrastructure. • Represented a nonprofit organization in connection with high-profile negotiations over water quality in the Sacramento/San Joaquin River Delta system. • Advised a government agency and nonprofit organization on constitutional, statutory, and regulatory issues related to immigration. • Representing Planned Parenthood Arizona and individual clinicians in litigation challenging multiple statutes that reduce access to reproductive health care. • Representing anti-violence organizations before the US Supreme Court in defending a Sixth Circuit decision holding that transgender Americans are protected by Title VII's prohibition on discrimination on the basis of sex.
Professional Activities Clerkships
• Honorable David S. Tatel, US Court of Appeals, District of Columbia Circuit • Honorable William A. Fletcher, US Court of Appeals, Ninth Circuit Publications
• “Toward a Management Doctrine for Texas Groundwater,” Ecology Law Quarterly, Vol. 40 (2013) • “What’s a Smelt Worth?: The Endangered Species Act and the Commerce Clause in the Bay-Delta,” Ecology Law Quarterly, Vol. 39 (2012) • “Will the Wilderness Act Be Diluted in Drakes Estero?” Ecology Law Quarterly Currents (Aug. 26, 2012) (co-authored with Nell Green Nylen, Elisabeth Long, Mary Loum, Dan Carlin, Brynn Cook, and Sage Adams)
Honors & Awards • Member of the team recognized as Environment/Natural Resources Litigation Firm of the Year by Benchmark Litigation California (2019)
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