DEFINING MATTERS 2015 Attorney Advertising

DEFINING MATTERS 2015 Attorney advertising. Prior results do not guarantee a similar outcome.

A Letter from the Managing Partner 2 Litigation 4 Restructuring 14 Corporate Transactions and Finance 22 Intellectual Property 32 Real Estate, Land Use and Environmental 36 Tax, Employee Beneﬁ ts and Individual Clients 44 Employment and Business Immigration 48 Pro Bono 52 Diversity 56 Firm Management and New Partners 58 A LETTER FROM THE MANAGING PARTNER

Paul S. Pearlmann

Dear clients, colleagues and friends: It is customary during this time of year to refl ect on the previous year’s accomplishments and plan for the year ahead. Looking back at 2015, we are particularly proud of the depth and longevity of our relationships, and we are grateful for the many opportunities we have had to widen our circle of friends. Highlights of our work in 2015 include the Puerto Rico bankruptcy, in which we represent bondholders of more than 35 percent of Puerto Rico Electric Power Authority’s (PREPA’s) outstanding bonds, and the Caesars Entertainment restructuring, where we are advising holders of more than $3.5 billion fi rst lien notes. We also obtained a complete victory on behalf of Elizabeth Elting in a precedent-setting case involving her company, TransPerfect, and a favorable verdict on behalf of longtime client Finjan in its patent infringement suit against Blue Coat Systems. On the transactional front, we represented General Maritime in its merger with Navig8 Crude Tankers Inc. and the subsequent IPO of the combined company, Gener8 Maritime Inc. In real estate, we handled two multibillion-dollar fi nancings for developers of Hudson Yards on the West Side of Manhattan. We also played an important role in the U.S. Supreme Court marriage equality case. These and many more “defi ning matters,” as we like to call them, are described in the following pages.

2 WE ARE PARTICULARLY PROUD OF THE DEPTH AND LONGEVITY OF OUR RELATIONSHIPS.

The year was notable, too, for an unusually large (for us) number of lateral partner hires. Seven partners joined us since February 2015, helping to round out our commercial litigation, patent litigation, real estate, ﬁ nance and fund formation practices. As I look over these pages, I am struck by the sheer diversity and quality of the assignments that have been entrusted to us. I know I speak for everyone at our ﬁ rm when I say it is an honor and a privilege to work on such important matters alongside our clients and other professionals, and we look forward to continuing to earn their trust and friendship.

Paul S. Pearlman Managing Partner Kramer Levin Naftalis & Frankel LLP

3 Litigation OUR RECORD OF SUCCESS in trying difﬁ cult commercial cases – including white collar defense and SEC matters – places us among the pre-eminent litigation groups in the nation. In recent years, we have tried to judgment a wide range of contract, fraud and other complex commercial disputes in industries as diverse as entertainment, energy, ﬁ nancial services and consumer products. Our trial readiness often facilitates favorable settlements for clients. We also engage in alternative dispute resolution and international arbitration to achieve superior results.

Commercial Litigation

Represented Al-Rushaid Parker Drilling Co. Ltd., a Defended Al Haymon, a prominent fi gure in the boxing Saudi Arabian oil services venture, and affi liates, as world, against a $100 million lawsuit fi led by Top Rank plaintiffs in an action in federal court in Houston and Inc. alleging that Mr. Haymon and his companies in a related arbitration before the ICC in France against sought to monopolize the U.S. boxing management certain vendors who allegedly bribed our clients’ former and promotions markets. A federal district judge employees in connection with contracts related to in Los Angeles dismissed the case, ruling that Top procuring equipment and services necessary to build Rank “failed to allege how it has been injured by the and operate oil rigs. We recently won an appellate victory alleged conduct.” Top Rank subsequently amended its when the defendants attempted to compel our clients to complaint. In deciding a second motion to dismiss, the arbitrate with all defendants in the ICC arbitration, even court characterized the defense arguments as “very though only one defendant had an agreement with an persuasive,” but “more appropriately resolved on a ICC provision. The 5th Circuit agreed with our arguments motion for summary judgment.” and concluded that the remaining defendants had no Represented Axima Concept, a subsidiary of right to an ICC arbitration. In related actions pending in Engie Group, in arbitration proceedings against China New York Supreme Court, our clients also sued various State Construction Engineering Corporation Ltd. other vendors that allegedly paid bribes to plaintiffs’ relating to the construction of the Great Mosque of employees and the Swiss bank that assisted them in Algiers in Algeria. receiving and transferring the payments. The New York Court of Appeals granted our motion for leave to appeal Won a trade secret case for defendants KPMG US in the action against the Swiss bank that had been and KPMG Canada in a suit brought by A Star Group dismissed for lack of personal jurisdiction. We argued LLC in U.S. District Court for the Southern District of that the Supreme Court, Appellate Division – First New York. In July, the U.S. Court of Appeals for the Department misapplied controlling precedent in light of 2nd Circuit affi rmed a decision of the lower court the allegations that the Swiss bank had repeatedly used in which all of A Star’s claims against KPMG were its New York correspondent bank account to transfer dismissed with prejudice. funds in the bribery and kickback scheme.

HONORS & ACCOLADES U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 national and New York rankings in the areas of Commercial Litigation and Regulatory Enforcement in its 2016 Best Law Firms listings. Kramer Levin’s Litigation practice and several of its attorneys were honored by many of the country’s leading legal publications. In 2016, Benchmark Litigation named Kramer Levin a top-tier New York litigation ﬁ rm. Chambers USA 2015 named our general Commercial Litigation practice in its “Elite” section and gave high rankings to our White Collar Defense and Investigations practice.

5 Obtained a $250 million settlement in an antitrust agents conﬁ scated the coins from the Langbord family class action of consumer packaged goods companies, on the theory that they had been stolen from the United including The Kraft Heinz Company and The Dial States Mint sometime in the 1930s. Corporation, against News Corp. and afﬁ liated In 2009, a federal court ruled that the government co-defendants alleging that News Corp. monopolized had acted unconstitutionally by seizing the coins and the third-party, in-store promotions market. had further violated the Langbords’ rights by depriving Obtained a precedential decision for Joan, Roy and them of due process of law. That court, however, David Langbord when the U.S. Court of Appeals for the refused to enforce the dictates of the Civil Asset 3rd Circuit ordered the federal government to return Forfeiture Reform Act of 2000 (CAFRA), which provides ten 1933 Double Eagle gold coins – among the most the government with limited time to commence a valuable coins in the world – to our clients. The case forfeiture action in court or otherwise return property began approximately 10 years ago when government to the person from whom it was seized. As a result,

Kramer Levin Secures Victory for Elizabeth Elting in Precedent-Setting TransPerfect Case

Kramer Levin is representing Elizabeth Elting, the co-founder, co-CEO and 50 percent owner of TransPerfect, in hard-fought litigation pending in Delaware Chancery Court against Philip Shawe, TransPerfect’s other co-CEO and 50 percent shareholder. TransPerfect is the world’s largest privately owned language services provider, with ofﬁ ces in 90 cities around the globe. Alleging irreconcilable deadlock with Mr. Shawe over the management and operation of the company, Ms. Elting sued for, among other things, the appointment of a custodian under Delaware law with powers to break the parties’ deadlock and put the company up for sale. The unusual litigation presented a combination of cutting-edge legal issues, extremely complex and contested facts, intense personal drama between the two sides, high stakes, and a remarkable level of misconduct by the opposition. Following expedited discovery involving millions of documents and dozens of fact and expert witnesses, the four consolidated cases comprising the litigation were tried before Chancellor Andre G. Bouchard in February and March 2015. On Aug. 13, 2015, in a sweeping 104-page decision, Chancellor Bouchard awarded Ms. Elting a complete victory. He appointed a custodian to sell the company in order to maximize value for the shareholders and also ordered the dissolution of a separate LLC held by the parties, granting Ms. Elting all of the relief she had sought in the case. In addition, all of Mr. Shawe’s claims against our client were dismissed, and a separate evidentiary hearing was ordered to determine whether, based on “very serious issues of spoliation and discovery abuse,” Mr. Shawe should be sanctioned by requiring him to pay “the entire amount of [Ms. Elting’s] attorneys’ fees and expenses” in the litigation. The court is expected to rule on sanctions sometime in spring 2016. The precedent-setting decision to force the sale of a company valued at more than $1 billion was important in reinforcing the Court of Chancery’s broad powers to do equity in cases of corporate deadlock, no matter the size of the company.

6 that court permitted the government to prosecute a Defended LCL-Le Crédit Lyonnais against many claims forfeiture claim against the coins and proceed to trial based on the contractual rate calculation method used in 2011. The 3rd Circuit reversed the lower court’s in credit agreements. decision to allow the government to proceed to trial, Secured a rehearing by the Court of Appeals for the 2nd vacated all of the lower court’s subsequent orders Circuit in an insider trading case brought by the U.S. adverse to the Langbords and vacated the jury verdict Attorney’s Ofﬁ ce against Rajat K. Gupta, McKinsey’s that was returned at the conclusion of that trial. The former managing director worldwide and a former 3rd Circuit subsequently agreed to rehear the case member of the Goldman Sachs Board of Directors. en banc, vacating the panel opinion, and we are now Although Mr. Gupta was acquitted on many counts in a awaiting a decision from the full court following en June 2012 trial, he was convicted on other counts. His banc oral argument in October 2015. defense was hindered by the then-prevailing standard

7 on the “benefi t” element of insider trading. In December principal,” a benefi ciary, and part of an effort to defraud 2014, the 2nd Circuit, in United States v. Newman, the plaintiffs. The plaintiffs claimed that The Rashi revised the law on benefi t, and Mr. Gupta fi led a habeas Foundation and other defendants breached the contract corpus petition arguing that the government had failed by failing to provide the $500 million investment and to satisfy the Newman requirement and that the district sought more than $74 million in unpaid fees and lost court should set aside his conviction. After the district profi ts they would have earned on the investment. In court denied his petition and denied his motion for July, a 29-page decision issued by the U.S. District Court permission to appeal, Mr. Gupta moved in the 2nd for the Southern District of New York dismissed the Circuit for permission to appeal. In late December 2015, plaintiffs’ claims with prejudice. the 2nd Circuit also denied Mr. Gupta’s motion, but in Won dismissal of an action against Royal Bank of early February 2016, after Mr. Gupta fi led a motion for Canada, RBC Capital Markets Corporation and panel rehearing and rehearing en banc, the 2nd Circuit Royal Bank of Canada Europe Limited that was took the unusual step of vacating its earlier denial and unanimously affi rmed by the New York Appellate Division, granted Mr. Gupta the right to appeal, agreeing that 1st Department, on Feb. 9, 2016. Rakuten Bank, a he had made a substantial showing of the denial of a Japanese bank, alleged that our clients fraudulently constitutional right. Mr. Gupta’s opening appellate brief induced it to purchase certain collateralized debt is due on May 5, 2016. obligation notes by misrepresenting the credit quality Won dismissal of a claim brought against The Rashi of the notes and their underlying collateral. This is one Foundation, an independent private foundation of the few recent cases in which a bank has obtained a dedicated to assisting the underprivileged in Israel, prediscovery dismissal of a claim involving residential by Stanley Jonas and his investment advisory fi rm mortgage-backed securities. Dutch Book Partners. The plaintiffs alleged that Provided ongoing representation to a cross-border the founder of the Perrier mineral water empire contractor in a dispute relating to cost overruns in a contracted to invest $500 million in a new Cayman major energy-sector construction project. Islands investment portfolio to be managed by the plaintiffs, and that The Rashi Foundation was a “hidden

HONORS & ACCOLADES Chambers USA 2015 ranked Litigation department Co-chairs Gary P. Naftalis and Barry H. Berke in its top band for trial lawyers nationwide. Mr. Naftalis was named a “White Collar Trailblazer” by The National Law Journal in 2015. Benchmark Litigation recognized Mr. Naftalis, Mr. Berke, Michael J. Dell and Harold P. Weinberger as “Litigation Stars” and Eric A. Tirschwell as a “Future Star.”

8 Jury Awards TydenBrooks Millions in Trade Secrets Case

After a seven-day jury trial presided over by Judge Loretta A. Preska in the U.S. District Court for the Southern District of New York, Kramer Levin won a multimillion-dollar jury victory for TydenBrooks SPG in its long- standing lawsuit against Cambridge Security Seals. Tyden alleged that Cambridge had stolen trade secrets relating to unique and state-of-the-art manufacturing processes that it had developed over decades to manufacture plastic indicative seals. Tyden alleged that Cambridge hired away almost all of Tyden’s engineering staff with the express purpose of stealing our client’s manufacturing processes and competing with it in the market. Cambridge asserted antitrust counterclaims based on its claim that Tyden brought a sham litigation to prohibit Cambridge from competing in the marketplace. During pretrial motions, Tyden won an order that bifurcated Cambridge’s antitrust counterclaims against Tyden, with those claims to be tried after Tyden’s trade secret claims and only if Cambridge prevailed at trial. After Tyden presented its case to the jury, the court granted our client a directed verdict on Cambridge’s counterclaims. The jury, after deciding that Cambridge engaged in unfair competition and unjustly beneﬁ ted from its actions, awarded millions of dollars to our client.

9 Synagogue in Historic Landmark Trial Over Colonial-Era Silver Bells

In a high-profi le, two-week federal trial that received national and international press coverage, Kramer Levin represented Congregation Jeshuat Israel of Touro Synagogue in a wide-ranging and complex property and trust dispute with evidence that stretched back to the 18th century. Touro Synagogue in Newport, Rhode Island, is the oldest synagogue in the United States and considered the nation’s cradle of religious liberty. In a famous letter to the congregation there, in 1790 President George Washington declared the United States would extend equal citizenship to members of all religions, and that “happily the Government of the United States, which gives to bigotry no sanction, to persecution no assistance, requires only that they who live under its protection should demean themselves as good citizens, in giving it on all occasions their effectual support.” For the past three years, Kramer Levin has represented Touro Synagogue pro bono in litigation against another synagogue, Congregation Shearith Israel of New York, concerning the ownership of the synagogue building itself and of a pair of silver ornaments, called rimonim, crafted by the Colonial silversmith Myer Myers. With its future at stake, Touro Synagogue agreed to sell the rimonim to the Museum of Fine Arts in Boston, where they could be viewed by thousands of visitors each year. The synagogue would use the proceeds from the sale to create an irrevocable trust that would ensure the survival of both the congregation and the historic building in which it prays. The New York congregation, however, effectively blocked the sale by claiming that it owns the silver ornaments. Also at issue is the relationship between the two congregations; Touro Synagogue says that, by historical accident, the New York congregation holds the synagogue building in trust for its benefi t, while the New York congregation claims to own the building and all its contents outright. The parties submitted substantial posttrial briefi ngs and are awaiting a decision.

10 White Collar Defense and Investigations

Represented Icade Property Management, the at Steinberg’s case and preserved for appeal that the Montparnasse Tower property manager, in proceedings government had overstepped the bounds of insider against the company for implementation of health trading law when it sought to prosecute remote tippees. and safety rules regarding asbestos that allegedly The decision received widespread media attention, endangered the lives of individuals. including coverage in The Wall Street Journal, The New Represented FIFA Secretary General Jérôme Valcke York Times and New York Law Journal, and on CNBC. in matters relating to the Department of Justice’s Represented a special committee of the board of recent criminal charges against numerous individuals directors of a major international bank in connection associated with FIFA and related organizations. with investigations of foreign exchange trading Obtained dismissal of charges against Michael conducted by the U.S. Department of Justice as well Steinberg in a high-proﬁ le insider trading case when as numerous domestic and foreign regulatory U.S. prosecutors dropped their case. The government’s enforcement agencies. reversal followed the U.S. Supreme Court’s decision Represented a senior executive of a foreign private bank not to review an earlier favorable ruling from the federal in connection with Swiss banking probes. appeals court in New York in which the 2nd Circuit agreed with arguments that Kramer Levin had made

Kramer Levin Vindicates Two Separate Defendants in Same Criminal Case

Kramer Levin represented David Parse, a former Deutsche Bank AG broker accused of participating in one of the largest tax frauds in U.S. history, in a tax fraud case brought by the U.S. Attorney for the Southern District of New York. In November 2015, prosecutors agreed our client will not have to face retrial and all charges against him will be dropped. In 2011, Mr. Parse had been convicted on two counts of tax fraud, sentenced to 42 months in prison and ordered to pay $190 million in restitution. When that conviction was overturned on appeal in 2015, Mr. Parse retained Kramer Levin to represent him for the retrial. In the fi rst trial, Kramer Levin represented Mr. Parse’s co-defendant, former Deutsche Bank Broker Raymond Craig Brubaker, who was the only defendant of the fi ve on trial to be acquitted of all charges. Prior to agreeing to drop the case against Mr. Parse, the government won eight trial convictions or guilty pleas in related cases. The Wall Street Journal described the deferred prosecution agreement Kramer Levin secured for Mr. Parse as a “rare settlement” of a white collar case involving an individual defendant. It is even rarer for a single law fi rm to obtain vindication for two separate defendants in the same white collar criminal prosecution.

HONORS & ACCOLADES U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 New York rankings in Criminal Defense: White-Collar in its 2016 Best Law Firm listings.

11 Securities Litigation

Retained as co-counsel to represent Pershing Square Freddie Mac, under Section 12 of the Securities Act of Capital Management, William Ackman and others 1933 and the Virginia and District of Columbia blue-sky in defense of a large securities class action arising laws, arising from their purchases of mortgage-backed out of the joint effort by Pershing Square and Valeant securities. This is the sixth amicus brief we have fi led Pharmaceuticals to acquire Allergan in 2014. The on behalf of SIFMA this year – three in the 2nd Circuit, complaint, fi led in the Central District of California, two in the 5th Circuit and one in the 9th Circuit. The alleges that Pershing Square and Valeant violated Clearing House joined three of these briefs and the tender offer rules and engaged in insider trading. American Bankers Association joined one. The defendants deny the allegations. Executed a comprehensive litigation strategy across a Filed an amicus brief in the U.S. Court of Appeals for broad array of civil and regulatory challenges faced by a the 2nd Circuit on behalf of the Securities Industry major nonbank fi nancial services company accused of and Financial Markets Association (SIFMA), an securities fraud, gross negligence and other violations association of hundreds of securities fi rms, banks and of law. We negotiated a non-fraud books and records asset managers, and The Clearing House Association settlement with a national regulator; persuaded a LLC, a nonpartisan advocacy organization that federal court to dismiss with prejudice one securities represents the interests of its owner banks. The brief fraud class action and substantially reduce the scope of supports an appeal by Nomura Holding America Inc. a second; and dealt with multiple derivative actions fi led and associated entities and RBS Securities Inc. of in four different jurisdictions, corralling the operative an $806 million judgment in favor of Federal Housing cases into one consolidated action in the federal district Finance Agency, on behalf of Fannie Mae and in which the company operates.

HONORS & ACCOLADES U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 national and New York rankings in Litigation – Securities in its 2016 Best Law Firm listings. Kramer Levin’s Advertising Litigation practice received top-tier rankings in Chambers USA 2015 for Advertising: Litigation and in Legal 500 US 2015 for Media, Technology and Telecoms: Marketing and Advertising. Harold P. Weinberger, co-chair of the ﬁ rm’s Advertising Litigation practice, was named Advertising Law “Lawyer of the Year” for New York by 2016 Best Lawyers in America.

Kramer Levin’s Paris lawyers routinely advise clients in cybersecurity, privacy and data protection matters. We have advised Aéroports de Paris in negotiations with mobile phone operators regarding data protection, cybersecurity and other obligations; a U.S. social media company on safe-harbor and other European Union privacy issues; and insurance company Generali on data protection matters relating to an innovative employee beneﬁ t health care program.

12 Advertising Litigation

Secured a favorable defense verdict in a federal jury Mounted a successful challenge on behalf of trial on behalf of Congoo LLC, d/b/a Adblade, an The Procter & Gamble Company, maker of Pampers online advertising company. Plaintiff Broadspring Inc., brand disposable diapers, before the National a competitor in the online advertising business, sued Advertising Division (NAD) regarding advertising by Adblade for false advertising and for making several Kimberly-Clark Global Sales LLC. NAD recommended allegedly false and defamatory statements to website discontinuation of certain claims on Kimberly-Clark publishers from which both Adblade and Broadspring product packaging and in television commercials. We had sought to purchase ad space. After a six-day trial, also represented Procter & Gamble in a federal action the jury deliberated for two days before returning a against Hello Products LLC, which alleged that the verdict that rejected completely Broadspring’s claim that Lanham Act precluded the defendant from marketing an Adblade had engaged in false or misleading advertising. anti-cavity toothpaste as “99% Natural.” We obtained While fi nding that some of the statements made by a stipulated permanent injunction order requiring an Adblade employee had been defamatory, the jury the defendant to discontinue making the claim on its awarded Broadspring only $157.17 of actual damages, toothpaste packaging and in its advertising. one dollar of assumed damages and modest punitive Represented Revlon Inc. in a putative class action in damages. Broadspring had asked the jury to award over the district of New Jersey alleging that several deodorant $20 million for its alleged lost profi ts, disgorgement manufacturers violated the New Jersey consumer fraud of Adblade’s profi ts, corrective advertising, punitive statute and other laws by labeling their deodorants as damages and attorney’s fees. In addition, the court “unscented” when in fact they emitted a scent. After awarded Adblade its costs in light of Broadspring’s we fi led a motion to dismiss the plaintiff’s amended rejection of a pretrial offer of judgment. complaint, she voluntarily dismissed her case. Obtained a favorable decision for Johnson & Johnson Vision Care, maker of Acuvue brand contact lenses, in a National Advertising Division (NAD) proceeding challenging Bausch & Lomb Incorporated’s (B&L) advertising for its Ultra contact lens product. NAD recommended that B&L discontinue various claims to eye care professionals, including claims that were based on a study methodology that NAD determined to be “materially fl awed.”

13 Restructuring WITH 45 ATTORNEYS who focus exclusively on bankruptcy and creditors’ rights, Kramer Levin has been involved in many of the largest and most complex U.S. bankruptcies over the past 30 years, representing creditors’ committees, bondholders and companies. We also advise clients in the areas of complex bankruptcy litigation and investigations, distressed investments, mergers and acquisitions, and mass tort and class action bankruptcies. Other areas of focus include distressed and special situations lending as well as claims trading.

Bondholder Group Representations

Represented funds affi liated with or managed by confi rmation trial process and helped Patriot achieve Knighthead Capital Management LLC Midtown confi rmation on Oct. 28, 2015. Kramer Levin utilized Acquisitions LP, Caspian Capital LP and Hudson Bay attorneys from several departments, including Absolute Return Credit Opportunities Master Fund Corporate Restructuring, Corporate, Banking and Ltd. in connection with the 2015 bankruptcy cases Finance and Tax, to facilitate the consummation of the of Patriot Coal Corp. and certain of its subsidiaries debtor’s reorganization, the sale of Patriot’s assets (collectively, “Patriot”). Kramer Levin counseled its and several debt issuances by Blackhawk Mining. clients, holders of a majority of fi rst lien term loans Patriot was a leading producer and marketer of and second lien notes, in providing a $100 million thermal and metallurgical coal in the United States, debtor-in-possession fi nancing facility and more than selling thermal coal to electricity generators and $110 million in new debt investments into Blackhawk metallurgical coal to steel and coke producers. This Mining, the acquirer of a majority of Patriot’s mining was Patriot’s second bankruptcy, having emerged from facilities, which allowed Patriot to confi rm its plan of its fi rst bankruptcy on Dec. 18, 2013. Kramer Levin reorganization notwithstanding several objections. represented the Offi cial Committee of Unsecured Kramer Levin defended its clients during a contested Creditors in the fi rst bankruptcy.

Kramer Levin Represents Molycorp Creditors in Bankruptcy Restructuring

Kramer Levin represents the holders of a majority of senior secured notes issued by Molycorp Inc., including funds JHL Capital and QVT, in Molycorp’s bankruptcy case. Molycorp fi led for bankruptcy in June 2015 with a restructuring support agreement executed by more than 75 percent of secured noteholders. In addition, Kramer Levin’s clients had agreed to provide $225 million of structurally senior debtor-in-possession (DIP) fi nancing. Oaktree Capital Management, which held secured claims throughout the debtors’ capital structure, objected to the structural seniority of the noteholders’ DIP facility and offered its own DIP loan. Ultimately, the debtors’ DIP fi nancing was provided by Oaktree. Following the fi nal DIP hearing, market conditions worsened and the debtors’ business declined. Based in part on urging from the secured noteholders, the debtors launched a marketing process to sell their assets. However, the debtors also agreed to reorganize with Oaktree as their new owner if the sale process did not yield a price in excess of Oaktree’s full claim, including more than $100 million in disputed make-whole premiums. Kramer Levin objected to the proposed bidding procedures, and contested the extension of the debtors’ exclusivity period, on the grounds that the sale process and proposed reorganization were unduly favorable to Oaktree. Through mediation before Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York, all parties in the case agreed to a consensual resolution of the bidding procedures and exclusivity extension. Among other things, Kramer Levin’s clients gained the right to control credit bidding for the rare earth mineral mine that constitutes the notes’ collateral and a portion of Oaktree’s collateral. The confi rmation hearing is scheduled for early spring 2016.

15 Represented Luxor Capital Group LP, its affi liates the operational stability for the company to emerge from and managed funds in negotiating a comprehensive bankruptcy on an expedited basis. restructuring of RCS Capital Corporation through a pre- Represented certain holders of claims arising from arranged Chapter 11 case. RCS is the holding company the rejection of so-called lot option agreements in the of Cetera Financial Group, which, through a network of bankruptcy of homebuilder TOUSA Inc. The claimants 9,100 independent retail advisors, provides fi nancial asserted that their claims were entitled to be treated advice to approximately 2.5 million individual retail as senior debt under certain subordinated notes investor clients with approximately $220 billion in assets indentures, while the debtors, the Creditors’ Committee under administration. Luxor is the company’s largest and the senior noteholders opposed such treatment. holder of unsecured debt and a holder of preferred After Kramer Levin’s clients prevailed before both the and common equity in the company. As part of the bankruptcy court and the district court, the senior restructuring, RCS and certain of its subsidiaries fi led for noteholders appealed to the 11th Circuit Court of Chapter 11 in the U.S. Bankruptcy Court for the District Appeals. On March 26, 2015, the 11th Circuit issued of Delaware on Jan. 31, 2016. The restructuring will an opinion affi rming the lower courts’ holdings and reduce the company’s debt and preferred stock by more determining that all of the lot option agreement claims than $500 million, including a reduction in its prepetition were entitled to senior debt treatment. secured debt of more than $200 million, $100 million Advised a banking pool led by Caisse Régionale de of which will be converted into equity in the reorganized Crédit Agricole Mutuel de Paris in the restructuring company. The proposed restructuring has support from proceedings of Vivarte, a company in the fashion and both secured and unsecured creditors, and will provide clothing industry.

Creditors’ Committee Representations

Selected as counsel to the offi cial committee of Bennett Management Corp., Wyoming Machinery unsecured creditors of Arch Coal Inc., the second- and Pension Benefi t Guaranty Corp. On behalf of the largest holder of coal reserves in the United States. In an committee, Kramer Levin is currently, among other effort to address liquidity issues and unable to resolve things, leading an investigation into the extent and certain intercreditor disputes prior to fi ling, on Jan. 11, validity of the claims and liens of the company’s 2016, the company sought Chapter 11 protection in prepetition lenders, as well as any potential estate the Eastern District of Missouri, listing approximately claims or causes of action arising out of the debtor’s $5 billion of debt on its balance sheet. The seven- prepetition transactions, including a failed exchange member committee consists of Kinder Morgan Inc., offer in the summer of 2015. UMB Bank NA, GSO Capital Partners, Nelson Brothers,

HONORS & ACCOLADES Kramer Levin’s Corporate Restructuring and Bankruptcy group was ranked in Chambers USA 2015’s top tier in New York. U.S. News & World Report and Best Lawyers also gave Kramer Levin Tier 1 New York rankings in Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law and in Litigation – Bankruptcy in its 2016 Best Law Firms listings. We have been recognized for our work on many “deals of the year” by industry watchers. M&A Advisor awarded us its “Restructuring Deal of the Year (Over $1 B)” honor for the fi rm’s representation of the offi cial committee of unsecured creditors in the restructuring of Nextel International Holdings (NIHD) and its “Energy Deal of the Year” honor for the fi rm’s representation of the creditors’ committee in the restructuring of AES Eastern Energy LP. We also received M&A Advisor’s “Sec. 363 Sale of the Year (over $1 billion)” award as well as Global M&A Network’s “Special Situation M&A Deal of the Year” honor for our role in representing the Creditors’ Committee in Residential Capital’s Chapter 11 case.

16 Kramer Levin Represents Caesars’ First Lien Bondholders in Largest Gaming Restructuring in History

Since March 2014, Kramer Levin has represented holders of more than $3.5 billion fi rst lien notes issued by Caesars Entertainment Operating Company Inc. in connection with its highly contested and complex bankruptcy proceedings and related litigation. Caesars, which was formed as part of a $30 billion leveraged buyout sponsored by Apollo Global Management and TPG Capital at the height of the market in 2008, has struggled persistently with its substantial debt. Kramer Levin played a pivotal role in negotiating a restructuring support agreement (RSA) that was supported by holders of more than $5 billion (80 percent) of fi rst lien notes, the company and its parent and formed the basis for Caesars’ 2015 bankruptcy fi ling. The RSA contemplates a plan of reorganization that would separate Caesars’ gaming and hotel businesses into a real estate investment trust (REIT) to hold Caesars’ valuable real estate assets and an operating company to manage its gaming and hotel operations. Kramer Levin is negotiating both the REIT and plan-related documents. In addition, Kramer Levin has continued to represent the interests of its clients in various litigations related to the Caesars proceedings. Among other matters, Kramer Levin is litigating whether fi rst lien lenders have valid defi ciency claims; opposing efforts by the Offi cial Unsecured Creditors’ Committee to obtain standing to challenge certain fi rst lien creditors’ liens; and participating in appeals related to an involuntary petition against Caesars.

Claims-Trading and Distressed Investment Advice Kramer Levin is involved in more than 2,500 transactions each year involving billions of dollars of distressed debt through its representation of investment banks, commercial banks and hedge funds engaged in the purchase and sale of securities and claims of domestic and international companies undergoing ﬁ nancial restructuring or in bankruptcy. Recently we handled transactions related to investments in Alpha Natural Resources, Bernard L. Madoff Securities, Chesapeake Energy, Dex Media, Drydocks, Glitnir Bank (Iceland), Kaupthing Bank (Iceland), Lehman Brothers, Millennium Health, Paciﬁ c Drilling, Quicksilver Resources, Sabine Oil & Gas, Samson Investments, Seadrill, Stanford International Bank and Texas Competitive Electric Holdings, among many others.

17 EFH: Biggest Failed LBO

Attorneys from a cross section of Kramer Levin practices represented the indenture trustee in a bankruptcy-related matter involving approximately $2.2 billion of second lien notes issued by Energy Future Intermediate Holding Co. LLC (EFIH) – a subsidiary of Energy Future Holdings (EFH) – and an ad hoc group of second lien noteholders. EFH fi led for bankruptcy in April 2014 with more than $40 billion in liabilities – the largest bankruptcy by a failed leveraged buyout. At the inception of the case, the debtors sought to implement a restructuring that would forcibly redeem EFIH second lien notes through a second lien debtor in possession (DIP) facility, offer a 50 percent settlement of the second lien noteholders’ make-whole claim and litigate with those who did not settle. Kramer Levin vigorously contested these motions, objecting to the lack of fairness of the settlement. We defeated the restructuring support agreement (RSA) favored by EFH, EFIH’s unsecured creditors and holders of more than $13 billion in secured bank debt. Our victory ensured that the EFIH second lien notes would remain outstanding, continuing to earn contract rate interest and preserving the ability to recover the contractual make-whole premium. While actively litigating these issues, Kramer Levin also helped develop an alternative DIP and restructuring proposal with NextEra Energy Inc., one of the largest rate-regulated electric utilities in the United States and the largest generator of renewable energy in North America. During the contested hearing, Kramer Levin exposed the debtors’ inadequate marketing efforts – directly evidenced by the joint NextEra/second lien noteholders’ proposal – and shortly thereafter, the debtors abandoned their efforts to seek approval of a second lien DIP facility and second lien settlement. The debtors subsequently terminated the RSA in order to explore the proposal with NextEra and other alternatives. In August 2015, the debtors and a group of creditors from a different subsidiary (the so-called T-side creditors) proposed a Chapter 11 plan that purported to pay the EFIH second lien note claims (and other creditors of EFIH) “in full.” After contesting the plan on the grounds that it impaired the legal, equitable and contractual rights of the EFIH second lien noteholders, Kramer Levin was able to successfully negotiate a resolution of these contested plan issues that provided for true unimpairment of all legal, equitable and contractual rights and payment in full of the EFIH second lien note claims. The plan was confi rmed in December 2015. Also in late 2015, Kramer Levin fi led an appeal of the bankruptcy court’s decision denying the EFIH second lien make-whole claim. This appeal remains pending before the district court, and the fi rm continues to be actively involved in the appeal and ongoing restructuring on behalf of our clients.

18 Provided representation to the ResCap Liquidating Trust of our work, ResCap’s parent company, Ally Financial, in general corporate and bankruptcy matters following our increased its contribution for creditors from $750 million representation of the Offi cial Committee of Unsecured to $2.1 billion and reached a settlement that paved the Creditors of Residential Capital LLC and its affi liates, path to confi rmation of ResCap’s fully consensual Chapter including GMAC Mortgage LLC and Residential Funding 11 plan. The ResCap Liquidating Trust, the successor Company. The ResCap bankruptcy, the largest bankruptcy entity to the bankruptcy estates of the ResCap entities, is fi ling in 2012, was successfully concluded in only 18 responsible for managing hundreds of millions of dollars months following a multifaceted program of investigation, in legacy assets, as well as resolving thousands of claims litigation and negotiation led by Kramer Levin. As the result fi led in the ResCap bankruptcy case.

Following Trial, Revised Chapter 11 Plan Speeds NII Bankruptcy to Completion

On June 18, 2015, the U.S. Bankruptcy Court for the Southern District of New York confi rmed the Joint Chapter 11 Plan of Reorganization of NII Holdings Inc. proposed by the debtors and the Creditors’ Committee. NII’s bankruptcy was one of the largest Chapter 11 cases fi led in 2014. Kramer Levin represented the seven-member Creditors’ Committee, which included contract counterparty American Tower, bondholder Aurelius Capital Management, bondholder Capital Research and Management, contract counterparty Motorola Mobility, indenture trustee Wilmington Savings Fund, indenture trustee Wilmington Trust and indenture trustee U.S. Bank. At the outset of the Chapter 11 cases, the creditor constituencies and the company had been mired in disagreement over how to restructure the company due to various intercompany and intercreditor claims arising out of pre-petition transactions. The Creditors’ Committee, with the advice of Kramer Levin and FTI Consulting, spearheaded an extensive investigation of these claims, which fostered negotiations among the key creditors and the company and ultimately led the parties to agree to a plan support agreement in mid-November 2014. The marketplace stability provided by the plan support agreement helped facilitate the sale of the debtor’s Mexico operations to AT&T for $1.88 billion, providing $400 million in additional value for the estates and increased recoveries for all creditor constituents. Shortly thereafter, the parties reached an agreement on a revised Chapter 11 plan – co-sponsored by the Creditors’ Committee – that had even broader creditor support. Nevertheless, the plan was opposed by a minority bondholder group, which was overruled by the bankruptcy court after extensive discovery and a nine-day trial. Confi rmation of the plan resolved all the claims and brought about a successful conclusion of NII’s bankruptcy case. Due to the extensive efforts of all parties involved, the company emerged from bankruptcy after only nine months (from Sept. 15, 2014, to June 26, 2015), with a balance sheet that had been deleveraged by $4.35 billion.

HONORS & ACCOLADES Of the many honors received by members of our Corporate Restructuring and Bankruptcy group, several were particularly noteworthy: Department Co-chairs Kenneth H. Eckstein and Thomas Moers Mayer were recognized as “Litigation Stars” by Benchmark Litigation 2016; Mr. Eckstein was also named “Legal Advisor of the Year” by M&A Advisor in January 2015. Partner Amy Caton was named one of Law360’s “Ten Bankruptcy MVPs” for 2015, M&A Advisor’s “Legal Advisor of the Year” in January 2016 and one of Turnarounds & Workouts’ “12 Outstanding Restructuring Lawyers of 2015.” Partner Stephen D. Zide was one of 12 lawyers named to Turnarounds & Workouts’ “Outstanding Young Restructuring Lawyers” list and honored by M&A Advisor as one of its “40 Under 40 Emerging Leaders in 2015.”

19 Municipals

Represented The Bank of New York Mellon in its capacity bankruptcy case in the District of New Jersey. After the as Indenture Trustee for approximately $120 million hotel and casino was sold, Kramer Levin continued to in municipal bonds issued by ACR Energy Partners advise the Indenture Trustee on contested foreclosure LLC, the dedicated utility provider for the former Revel proceedings against ACR, litigation with the new owner hotel and casino in Atlantic City, New Jersey. ACR was of the hotel and casino in state and federal court, and Revel’s largest unsecured creditor. As counsel to the the mediation of disputes with both parties. A global bank, Kramer Levin actively participated in the Revel settlement was reached in late 2015.

Kramer Levin Negotiates Puerto Rico Electric Power Authority Restructuring Deal for Bondholders

On Dec. 23, 2015, bondholder clients of Kramer Levin inked a restructuring support agreement (RSA) with the Puerto Rico Electric Power Authority (PREPA) after nearly 16 months of negotiations. The deal is supported by creditors holding or controlling approximately 70 percent of PREPA’s debt, including the monoline bond insurers who wrap bonds issued by PREPA and PREPA’s fuel line lenders. Kramer Levin’s clients hold over 35 percent of PREPA’s outstanding bonds. Puerto Rico will enter into its fi rst utility securitization transaction as part of the RSA. Under the securitization, PREPA bondholders agree to exchange their debt into debt issued by a newly created public corporation that has the power to place a surcharge on the bills of electricity consumers. The surcharge adjusts automatically to take into account variation in customers’ electric use and collection rates, among other factors. The securitization vehicle will have additional creditor safeguards, including bankruptcy remoteness, limitations on future indebtedness and a substantial debt service reserve fund. Utility securitizations have been successfully used to reduce fi nancing costs for utilities throughout the United States. Puerto Rico must pass enabling legislation in early 2016 in order for the transaction to occur. Under the RSA, the Kramer Levin client group would agree to a reduction in the amount of outstanding bond debt, near-term debt service relief and a lowering of interest rates if Puerto Rico can achieve the necessary ratings on the bonds. The same offer will be made to all PREPA bondholders. The proposed securitization is designed to give PREPA bondholders certainty of repayment through a proven fi nancing structure, provide PREPA with debt service savings and restore PREPA’s access to capital markets at lower fi nancing costs. Kramer Levin is pleased with the consensual PREPA agreement and looks forward to its consummation in 2016.

20 Debtor and Company-Side Representations

Represented the former holding companies for the the value of the company was below the level of the international operations of Targus, the global leader in company’s secured debt. Ultimately, the restructuring mobile device cases and accessories, in their recently fi led amicably addressed more than $250 million in secured prepackaged Chapter 11 cases in the U.S. Bankruptcy debt and $61 million in unsecured funded debt. It also Court for the Southern District of New York. Kramer Levin transferred Targus’ global operations to the senior secured also previously advised the operating entities in their lenders through a consensual non-bankruptcy process, fi nancial and operational out-of-court restructuring, which while facilitating the orderly wind-down of the holding entailed negotiating an agreement with the secured companies. Kramer Levin restructuring attorneys were lenders that enabled the company to test its value on assisted by the fi rm’s tax and M&A lawyers in advising the open market and guaranteed payment to the holding the boards of the respective entities and assisting the company’s unsecured creditors when the test confi rmed operating companies with their strategies.

Negotiations with PREPA began in June 2014, after Puerto Rico passed the Public Corporation Debt Enforcement and Recovery Act, which would compel a restructuring of more than $18 billion in bonds issued by PREPA as well as the commonwealth’s sewer and highway corporations. Kramer Levin clients Franklin Mutual and Oppenheimer funds ﬁ led a complaint challenging the act’s constitutionality within 24 hours of its passage. Later joined by BlueMountain, Franklin and Oppenheimer prevailed in U.S. District Court for the District of Puerto Rico in February 2015 and scored a major win in July 2015 when the U.S. Court of Appeals ruled 3-0 that the act was pre-empted by the Federal Bankruptcy Code. The U.S. Supreme Court is expected to hear oral argument in late March 2016. Kramer Levin also expects to be heavily involved in representing Franklin Mutual and Oppenheimer with respect to Puerto Rico’s governmental debt. At the end of 2015, the commonwealth asserted that it lacks the revenue to satisfy debt service for certain public corporations and began negotiating with its creditors in an effort to reach a consensual agreement. Negotiations will continue in 2016.

21 Corporate Transactions and Finance WE HAVE EXTENSIVE EXPERIENCE in virtually every type of complex corporate and securities transaction, including public offerings and private placements, mergers, acquisitions, dispositions and joint ventures. We also provide the full range of general corporate law services, from contract preparation to strategic counseling, to a broad range of clients. Our Banking and Finance practice handles a wide range of secured and unsecured debt transactions as well as workouts.

M&A and Capital Markets

Represented AmTrust Financial Services Inc. in through the sale and assignment by the minority its acquisition of Warranty Solutions, a Wells Fargo holders of equity securities of CVP’s subsidiaries to business, for $152 million in cash. Warranty Solutions CVP’s applicable subsidiaries and the merger of a wholly designs, markets, administers and underwrites vehicle owned subsidiary of CVP Intermediate with and into CVP. service contracts for new and used automobiles through Represented Constellation Enterprises in its a national network of more than 70 active agencies and recapitalization through a series of fi nancing 1,500 franchised and independent dealers. transactions, including the amendment and extension of Represented APCO Holdings Inc. and its controlling its existing $130 million high-yield notes, an asset-based stockholder, Stone Point Capital LLC, in APCO’s merger loan with PNC Bank, and an additional equity infusion with a newly formed entity affi liated with Ontario Teacher’s from an affi liate of Goldman Sachs. Pension Plan, which will acquire control of APCO. APCO, Represented Education Growth Partners in its through its affi liates, provides vehicle service contracts acquisition of an equity stake in Fuse Universal, a global and other automotive benefi ts to enhance consumers’ workplace learning technology company. vehicle buying and ownership experience. Represented Fortress Funds in a joint venture with Represented Avenue Capital in the sale of its SP Fiber HarbourVest Partners and Nova Capital Group. Holdings Inc. portfolio company, a producer of recycled cardboard and paper packaging, to WestRock Company Represented Kilowatt Holdings LLC, a leading provider for $200 million, and in the sale of debt and equity in of fi nancing to U.S. consumers for residential solar Green Power Solutions, a biomass power project and electricity systems and other energy-effi cient home joint venture between SP Fiber and Beasley Forest improvements, in its merger with Clean Power Finance Products, for $40 million. Inc. (CPF), a San Francisco-based fi nancial services and software company for the residential solar industry, to Represented Camtek Ltd., in an underwritten form a new entity called Spruce Finance Inc. public offering of 4.3 million of its ordinary shares. The company also granted the underwriters a 30-day In a related fi nance transaction, our attorneys advised option to acquire an additional 450,000 shares to Kilowatt and CPF on a new credit facility with Kilowatt’s cover overallotments. existing lender that allowed Kilowatt and CPF to refi nance existing debt, extend the term of the existing Represented Community Veterinary Partners LLC credit facility and increase the amount available under (CVP) in its acquisition by Cortec Group, a New York- the credit facility. based private equity fi rm. The deal was accomplished

HONORS & ACCOLADES Kramer Levin was awarded two 2015 Deal of the Year honors by Global M&A Network. Our representation of Stone Point Capital in its acquisition of Oasis Outsourcing was named “North America Private Equity Deal of the Year (Middle Markets),” and our representation of SJ Partners in its sale of Spectrio LLC was named “North America Deal of the Year (Small Markets).”

23 Assisting BlackRock in Strategic M&A, Bespoke Alternative Investment Transactions

During the past several years, Kramer Levin has represented BlackRock Inc. in a broad range of corporate matters, including strategic M&A transactions as well as alternative investment transactions executed on behalf of BlackRock’s clients. On the strategic M&A front, Kramer Levin represented BlackRock in its acquisition of FutureAdvisor, a leader in digital wealth management. The deal, which was announced in August 2015, will enable BlackRock to provide ﬁ nancial institution clients with technology that their clients can use to gain personalized insights into their investment portfolios. We also represented BlackRock in its agreement, inked in November 2015, with Bank of America’s asset management business, BofA Global Capital Management, to transfer investment management responsibilities of approximately $87 billion of assets managed by BofA to BlackRock. The transaction combines BlackRock’s global cash management expertise and product suite with the strength of BofA’s client relationships, resulting in a platform of high-quality, global liquidity investment solutions accessible to a broader spectrum of clients. In addition, Kramer Levin represents BlackRock in strategic joint venture arrangements, including its formation of PennyMac Financial Services, which is now a publicly traded company on the New York Stock Exchange. Kramer Levin also represents BlackRock in structuring and documenting innovative investment transactions on behalf of its clients. In this area, Kramer Levin is called on to employ a seamless, multidisciplinary approach to transactions that run the gamut in terms of structure and asset classes. In serving BlackRock in its strategic M&A and alternative investment transactions, our attorneys draw on diverse disciplines to assist BlackRock in better serving its clients. In doing so, we are fortunate to have built a long-term partnership with one of the most storied players in ﬁ nancial services.

24 The two deals are among several leading M&A and Represented Perion Network, a global performance- fi nancing transactions in the residential solar and clean based media and Internet company, in the U.S. legal energy industry sector that Kramer Levin advised on aspects of its $180 million acquisition of Undertone, during 2015. a leader in high-impact, cross-screen advertising Represented London-based Long Tall Sally Ltd. in its solutions. The acquisition continues the strategic acquisition of Long Elegant Legs Inc., a New Jersey- evolution of Perion into a global technology company based online retailer of clothing for tall women. delivering high-quality advertising solutions to brands and publishers. Assisted longtime client The NPD Group Inc., a leading privately owned market research fi rm, in unwinding Represented Quad Partners in its acquisition of a joint venture with GfK SE, a market research fi rm an equity stake in Endeavor Schools, a group of publicly traded in Germany, that enabled the two fi rms private schools. to track sales of consumer electronics around the world. Represented Stone Point Capital in a number of The unwind involved share exchanges in companies corporate transactions, including: formed in the United States, The Netherlands, Germany, • The formation of Greenspoint Capital LLC and Spain, Japan, Australia and Argentina. We also its subsequent $180 million acquisition of Clark represented the company in its acquisition of Nielsen Consulting, a U.S. bank-owned life insurance Entertainment’s VideoScan, a product that tracks sales distribution and servicing unit of Aegon USA LLC, a of videos for home viewing in the United States and subsidiary of Aegon NV. The acquisition was made Canada, for integration into NPD’s expanding home through a joint venture with The Newport Group, entertainment product portfolio. which acquired the Greensboro, North Carolina, Represented Oasis Outsourcing, a Florida-based operations of Clark Consulting and its broker-dealer professional employer organization (PEO) and portfolio subsidiary Clark Securities Inc., and Greenspoint company of Kramer Levin client Stone Point Capital, retained the remaining assets of Clark Consulting. in two M&A transactions. In the fi rst deal, certain Oasis Greenspoint is a joint venture between funds subsidiaries merged with A1HR, a Tampa-based PEO, managed by Stone Point Capital LLC and A2 Capital and affi liated entities. In the second deal, Oasis acquired Insurance Services LLC. Doherty Employer Services, a Minneapolis-based PEO.

A Transformative Year for a Shipping Client

Kramer Levin advised General Maritime Corporation in a series of transformative transactions in 2015 creating Gener8 Maritime Inc., a world-class provider of international seaborne oil transportation services with a fl eet of 45 wholly owned vessels on a fully delivered basis. First, we advised General Maritime in a stock-for-stock merger with Navig8 Crude Tankers Inc., combining the General Maritime fl eet of 32 vessels – including seven very large crude carrier (VLCC) newbuilding vessels – with the 14 VLCC newbuilding vessels owned by Navig8 to create a combined Gener8 Maritime fl eet with a value at closing on a fully delivered basis in excess of $3 billion. Next, we advised the combined company in its $236 million initial public offering and listing on the New York Stock Exchange. We also represented Gener8 Maritime in the largest-ever series of tanker fi nancings. This $1.9 billion series included a $581 million term loan credit facility, which refi nanced existing indebtedness; a $963.7 million term loan credit facility to fi nance 15 VLCC newbuilding vessels being built by Korean shipyards; modifi cations to a $138 million term loan credit facility; and a $259.6 million multiple-draw term loan credit facility to fi nance four VLCC newbuilding vessels being built by Chinese shipyards. Two of these credit facilities are partially credit-enhanced by Korean and Chinese export-import banks and sovereign insurers.

25 • The acquisitions of Situs Group LLC, a premier • An investment in Tree Line Capital Partners, a global provider of end-to-end commercial real San Francisco-based asset management fi rm, estate and loan advisory services and integrated through Stone Point-controlled Enhanced solutions; Black Mountain Systems LLC, a Capital Partners. software company that develops data and process • The sale of portfolio company Preferred Concepts management solutions for asset managers and LLC, a leading insurance program underwriter and fi nancial institutions; and Maverick Funding Corp., wholesale broker, to Alliant Insurance Services. a residential mortgage loan originator, underwriter, processor and servicer. Represented Temco Service Industries Inc. in its acquisition by La Financière Atalian SAS, a Paris- • A $175 million commitment to Preston Hollow Capital based provider of outsourced building and facilities LLC, a diversifi ed merchant bank. management and related services. The acquisition • The acquisition of an equity stake in Broadstone was accomplished through a cash-out merger with a Real Estate LLC, a full-service real estate company newly formed subsidiary of Atalian. that serves as the sponsor of two private real estate offerings and manages commercial and residential properties across 32 states.

Advancing the Strategic Growth of Alex Brands

Alex Brands, a leading maker of children’s toys and creative products, experienced tremendous growth in 2015 with the assistance of Kramer Levin on two transformative transactions: the cross-border acquisitions of France-based Juratoys and Hong Kong- and New Jersey-based Buzz Bee Toys. Juratoys is the parent company of two well-known European toy brands, Janod and Kaloo. Founded in 1970, Janod is France’s leading wooden toy brand, with a long tradition of designing award-winning learning toys, role-play toys and building sets. Since 1998, Kaloo has grown into a leader in plush products that use high-end fabrics and innovative themes. With offi ces in France, the United Kingdom, the United States, Hong Kong and China, Juratoys helps Alex Brands continue its growth trajectory and expand its consumer reach in both domestic and international markets. Kramer Levin’s New York and Paris offi ces provided seamless global representation in the matter. The acquisition of Buzz Bee Toys complements Alex Brands’ growing collection of indoor and outdoor active and pretend play products, which includes Air Warriors, Water Warriors and Ruff Stuff. Kramer Levin led the transaction, working closely with local counsel in Hong Kong. Kramer Levin has been the go-to counsel for Alex Brands since its parent company’s acquisition of Poof-Slinky in 2012. We subsequently provided representation in the strategic acquisition of Alex Toys and several other domestic and international toy companies. Today, the company’s global family of brands includes Janod, Kaloo and Buzz Bee Toys, Alex Toys, Poof, Slinky, Scientifi c Explorer, Ideal, Zoob, Backyard Safari, Zillionz, Citiblocs and Shrinky Dinks.

26 Represented TravelClick Inc. in its acquisition Represented Weld North LLC in its acquisitions of of ZDirect Inc., a global software provider of solutions Intellify LLC, a provider of curriculum learning delivery for the hospitality and resort industry in the areas systems, and Performance Matters LLC, a provider of of Internet, electronic marketing and customer instructional materials and assessment tools. relationship management. Represented institutional investors in the modiﬁ cation, Represented Trinity Place Holdings Inc., a real estate amendment and extension of outstanding senior holding, investment and asset management company, in a notes and the issuance of new senior secured notes rights offering of common stock to existing shareholders. of Gold Reserve Inc. MFP Partners LP served as the standby purchaser.

Investment Funds

Assisted Acofi Asset Management in the creation mostly in French companies or companies producing and structuring of the PME Emplois Durables fund mainly in France, based on qualitative criteria such as dedicated to fi nancing job development and creating the capacity to create jobs and contribution to research small and midsize enterprises with a socially responsible and innovation. investment approach. The fund will fi nance and invest

27 Advancing Securitization in the Renewable Energy Arena

Drawing upon our deep experience in structuring securitization deals involving unique and esoteric assets, Kramer Levin is pioneering the use of securitization fi nancing in the renewable energy sector, particularly in solar, property-assessed clean energy (PACE) and energy effi ciency. In 2015, our securitization attorneys led the structured fi nance market in structuring and documenting warehouse and capital markets PACE transactions; residential and commercial solar securitizations involving inverted lease, partnership fl ip and inverted lease partnership tax equity transactions; and securitizations of federal energy savings performance contracts related to energy effi ciency projects. Noteworthy securitizations during 2015 included representing Credit Suisse in the structuring of a partnership fl ip tax equity transaction for SunPower Corp. that was designed to accommodate a warehouse facility and a rated securitization transaction from the related project company; the fi rst-ever securitization of solar loans, which were originated by SolarCity Finance Company, a subsidiary of SolarCity Corporation; a securitization warehouse facility for Sunnova Energy Corp. to leverage its portfolio of solar assets; and the fi rst securitization by Sunrun Inc., the second-largest solar developer in the United States after SolarCity. The Sunrun transaction was named one of the most innovative deals of the year by the Financial Times. The rollout and securitization of residential PACE assessments in California continued to accelerate in 2015. Kramer Levin worked on each of the 144A PACE securitizations in 2015, all of which were related to Renovate America’s HERO program. The fi rm also secured engagements related to three other residential and commercial PACE assessment programs. We expect growth in this sector in 2016 as other programs grow in size, expand outside California and tap the securitization market. We also represented institutional investors in a fi rst-of-its-kind securitization of utility-scale solar and wind real estate assets owned by affi liates of Hannon Armstrong Sustainable Infrastructure Inc. The issued securities were certifi ed as “green bonds” by the Alliance to Save Energy pursuant to its CarbonCount methodology.

28 Represented Alliance Consumer Growth, a leading acquisition and fund-related issues over the past few consumer-retail focused private equity fi rm, in the fi rst years. In 2015, Kramer Levin represented the group and fi nal closing of Alliance Consumer Growth Fund in acquiring 49.9 percent of U.S. investment adviser III LP, with capital commitments totaling $210 million. Alger Management Ltd., an affi liate of Fred Alger The signifi cantly oversubscribed fund will follow the Management Inc. same investment strategy as ACG’s two previous funds, Advised several boards, including those of First Eagle focusing on fast-growing brands. Funds, JP Morgan Funds, Morgan Stanley Funds Represented Archstone, Corsair and trustees of and OppenheimerFunds, on what to expect and how Susa Funds in obtaining SEC exemptive relief permitting to deal with new regulations resulting from the U.S. their respective new, closed-end alternative funds to Securities and Exchange Commission’s issuance of new issue multiple classes of their shares. rules and guidance updates governing money market mutual funds. Participated in the organization and launch of new public alternative funds for various clients, including: Worked with clients to address Dodd-Frank’s effect on the structure and documentation of tender option bonds • Arden Investment Series Trust in connection with used by municipal bond funds. the acquisition of Arden Asset Management by Aberdeen Asset Management and the reorganization Represented investment company clients in overturning of Arden Mutual Funds into new Aberdeen liquid the Puerto Rico Public Corporation Debt Enforcement alternative funds. and Recovery Act as unconstitutional. • Alternative manager Archstone Partnerships in Represented funds established to invest in new or the launch of the closed-end Archstone Alternative trending areas of investor interest, including alternative Solutions Fund. energy, real estate, gold and China-based initiatives. • OppenheimerFunds in the establishment of Advised mutual fund boards in 36(b) excessive-fee its Oppenheimer International Growth Currency cases and administrative proceedings involving Hedge Fund and Oppenheimer Macquarie Global distribution and revenue-sharing allegations. Infrastructure Fund. Represented the independent directors relating to a Advised Groupe La Française, a French asset $4.9 billion acquisition of First Eagle Asset Management manager with more than 50 billion euros under where control was acquired by a joint venture between management, on a variety of strategic partnership, Blackstone Group and Corsair Capital Management.

Securitization

Represented Bank of America, as administrative agent Represented Credit Suisse Securities (USA) LLC, as and lender, in a $122 million securitization timeshare structuring agent and bookrunner, in two issuances, warehouse facility and a $100 million capital markets valued at $170 million and $180 million, of timeshare- term securitization for Orange Lake Country Club Inc. loan-backed notes backed by pools of timeshare loans and Wilson Resort Group. originated by Diamond Resorts. Represented Bank of America, Merrill Lynch, Represented Credit Suisse, Deutsche Bank and Credit Suisse and Deutsche Bank Securities, as Barclays Capital, as joint bookrunners, in three joint bookrunners, in a $255 million securitization term securitizations of timeshare loans originated by of timeshare loans originated by Marriott Vacations Wyndham Worldwide. Worldwide and its affi liates. Represented the sponsor and issuer in several Represented BB&T Capital Markets in a $120 million issuances under Renovate America Inc.’s HERO securitization of equipment leases and equipment loans securitization program. Renovate America is the originated by North Mill Equipment Finance LLC. program administrator for residential PACE programs in Represented BB&T Capital Markets and Bank of California on behalf of their municipal partners, Western America, as joint bookrunners and lead managers, Riverside Council of Governments, the San Bernardino and Capital One Securities Inc. and Deutsche Bank, Associated Governments and Los Angeles County. In as co-managers, in a $129.6 million securitization of 2015 and early 2016, HERO Funding LLC (an affi liate of timeshare loans originated by Welk Resort Group. Renovate America) completed four term securitizations 29 of PACE bonds, each offered for sale in Rule 144A Acted as U.S. counsel to Real Estate Asset transactions by Deutsche Bank or Morgan Stanley and Liquidity Trust in a Rule 144A securitization of each rated by Kroll or DBRS. In the recent offerings, commercial mortgage loans made on Canadian HERO Funding added an innovative feature by retaining properties. The securities issued were designated an environmental consulting fi rm, Sustainalytics, to as Commercial Pass-Through Certifi cates, Series certify that the notes comply with the International 2015-1, and had an initial aggregate principal Capital Markets Association’s criteria for “green bonds,” balance of CA$321.4 million. thus widening the scope of potential investors to include Served as U.S. counsel to several European banks specialized “green funds” and other environmentally in cross-border trade receivables transactions that minded investors. involved the sale of receivables from U.S. payers into Acted as U.S. counsel to Institutional Mortgage bankruptcy-remote funding structures, allowing the Securities Canada Inc. in a securitization of commercial banks to provide fi nancing to U.S. affi liates of their mortgage loans made on Canadian properties. The major European customers. securities issued were designated as Commercial Pass- Through Certifi cates, Series 2015-6, and had an initial aggregate principal balance of CA$312.36 million.

Derivatives and Structured Products

Negotiated several committed structured credit negotiation of related trading facilities on behalf product/total return swap facilities for clients such as of various client-facing various dealers and other DW Partners and VakifBank. Our work on behalf of market participants. DW Partners included a $650 million transaction that Represented global distressed investment fi rms in enabled DW funds to gain synthetic exposure, on an structuring and negotiating complex pass-through swaps unfunded basis, to a portfolio of bonds and loans while providing exposure to interest rate swaps of stressed maintaining most of the attributes of ownership. On project fi nance entities. behalf of VakifBank, a leading Turkish bank, we reviewed and negotiated a fi ve-year $428 million total return Represented a hedge fund investing in mortgage- swap with JP Morgan providing VakifBank with synthetic backed securities trading in two repurchase agreements exposure to a corresponding amount of asset-backed providing the fund with $300 million of committed notes issued by VakifBank under its Diversifi ed Payment fi nancing from Wells Fargo. The agreements enable the Rights future-fl ow securitization program. fund to sell certain mortgage-backed securities to Wells Fargo with a commitment to repurchase them at Advised Ocwen Financial Corp. on the creation of a the end of the three-year commitment period. The repo customized form of agency securities forward-trading facilities will provide the fund with additional fi nancial facility (based on the Master Securities Forward resources to pursue investment opportunities. Transaction Agreement published by the Securities Industry and Financial Markets Association) and

In 2015, Kramer Levin’s Insurance and Reinsurance group handled a wide range of transactional and regulatory matters in the sector, including matters on the leading edge of regulatory trends and developments as well as novel reinsurance and other risk-transfer mechanisms.

30 Banking and Finance

Represented 400 Capital Credit Opportunities Represented Sumitomo Mitsui Banking Corporation Master Fund Ltd., a fund managed by 400 Capital in several multibillion- and multimillion-dollar Management LLC, in two repurchase agreements transactions involving industrial companies and providing the fund with $300 million of committed fi nancial institutions, including a $1.5 billion credit fi nancing from Wells Fargo. The agreements enable facility to a fi nancial institution, a $1.2 billion credit 400 Capital to sell certain mortgage-backed securities facility to an industrial company, and $200 million and to Wells Fargo with a commitment to repurchase them $100 million collateralized loan obligation facilities to at the end of the three-year commitment period. The investment managers. repo facilities will provide 400 Capital with additional Advised The Technical Centre for Agricultural and fi nancial resources to pursue investment opportunities. Rural Cooperation (CTA) in the African development Represented funds managed by Ares Management LLC of agricultural value chain fi nance; best practices in a $100 million revolving asset-backed credit facility and opportunities in mobile applications for enhancing backed by automobile retail installment contracts and agri-value chain fi nance; and smallholder-inclusive Ares Capital Corp. in a $75 million revolving credit fi nance for nontraditional value chains; as well as input facility backed by health care claims. on the establishment of a commodities exchange in Advised Caceis on the management and signature of Ivory Coast. 414 custody-related banking contracts. Advised UK company XXIII Capital Limited on bank Advised Carrefour Banque in drafting an e-money monopoly and French professional soccer league license, its follow-up, the renegotiation of its e-payment issues raised by its fi nancing of the cross-border agreements and the centralization of all payment fl ows transfer of professional players by French teams as on a common platform. unmatured receivables. Advised on several euro private placement transactions, Advised an Asian real estate management and generally representing French institutional investors development company on the creation of an innovative such as Fédéris Gestion, OFI Asset Management and online credit platform in France. its subsidiary Zencap Asset Management.

Insurance and Reinsurance

Represented AXA GIE’s property and casualty product investment arm of China Minsheng Investment Corp. line in defi ning processes and controls related to their Ltd., for approximately $2.5 billion in cash. claims proceedings. Represented a fi nancial planning fi rm with more Represented White Mountains Insurance Group Ltd. than $14 billion in assets under management on the in the U.S. insurance regulatory aspects related to the regulatory aspects of its sale of a majority interest to a sale of Sirius International Insurance Group Ltd. to private equity fi rm. CM International Holding PTE Ltd., a Singapore-based

HONORS & ACCOLADES Banking and Finance Partner Kenneth Chin was inducted as a Fellow into the American College of Commercial Finance Lawyers in April 2015. U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 New York rankings in Corporate Law in its 2016 Best Law Firm listings.

31 Intellectual Property MORE THAN 45 LAWYERS FIRMWIDE, including our entire Silicon Valley ofﬁ ce, are devoted primarily to IP matters, making Kramer Levin’s IP department one of the largest among full-service ﬁ rms. Patent litigation is the heart of our practice, but we regularly represent clients – both defendants and plaintiffs – in trademark, copyright and other types of IP litigation before the federal district and appellate courts. We also advise clients in the areas of prosecution, licensing, due diligence and technology transactions.

Patent Litigation

Continued representation of Depomed as plaintiff in for the District of Delaware ruled the defendant’s a patent infringement lawsuit against Purdue Pharma generic version of the anti-fungal medication Cancidas LP relating to its drug OxyContin in federal district infringes Merck’s patent. court in New Jersey. Depomed is seeking a fi nding Obtained a verdict of infringement against Sprint of infringement, money damages and appropriate Spectrum and a $30 million damage award following a injunctive relief. six-day jury trial in Omaha, Nebraska, on behalf of Prism Obtained a favorable patent infringement verdict for Technologies. In the second of fi ve trials scheduled longtime client Finjan Inc. following a two-week jury against the major wireless carriers, the jury returned a trial in the US. District Court for the Northern District verdict for our client less than four hours after starting of California. The Nasdaq-listed computer and network deliberations. This was Prism’s second win against the security company alleged infringement by Blue Coat major wireless carriers. A favorable settlement with Systems and its products WebPulse, ProxySG Content AT&T Mobility was reached in 2014, just hours before Analysis System (CAS), Malware Analysis Appliance closing arguments were set to begin. (MAA) and ProxyAV. After returning a unanimous verdict Successfully defended Sirius XM Radio Inc. in that Blue Coat had literally infringed four Finjan patents a purported consumer class action brought in an and had infringed a fi fth patent under the doctrine of arbitration claiming misrepresentation of discounts for equivalents, the jury awarded Finjan $39.5 million in multiradio subscriptions. Deciding in favor of our client, compensatory damages. the arbitrator issued an award denying class certifi cation Represented Merck Sharp & Dohme Corp. as that was confi rmed by the Supreme Court of the State of plaintiff in a successful patent infringement suit New York, New York County. against Xellia Pharmaceuticals. The U.S. District Court

HONORS & ACCOLADES Corporate INTL magazine named Kramer Levin 2015 “IP Litigation Law Firm of the Year in California.” Global Law Experts named Kramer Levin the 2015 “IP Litigation Law Firm of the Year in California.” U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 New York rankings in Litigation - Intellectual Property and Litigation – Patent and Tier 1 national and New York rankings in Patent Law in its 2016 Best Law Firms listings. Kramer Levin’s win on behalf of Finjan Inc. in a patent infringement suit ﬁ led against Blue Coat Systems was named a Top Verdict of 2015 by the Daily Journal. Intellectual Property Partner Lisa Kobialka was named “California IP Litigator of the Year” by Managing IP. Ms. Kobialka was also named to Silicon Valley Business Journal ’s list of 2016 Women of Inﬂ uence.

33 Patent Trial and Appeal Board Proceedings

Secured three critical wins for Depomed, defeating all of California in 2014. The fi ve patents at issue relate Purdue Pharma LP’s patent invalidity challenges in three to systems and methods to protect computers and separate inter partes review trials. This marked one of networks from malicious software. Earlier, in September the fi rst times that the Patent Trial and Appeal Board 2015, Kramer Levin successfully rebuffed two inter affi rmed the validity of all the patent claims subjected to partes petitions by Sophos that challenged two Finjan inter partes review. The decisions, which were affi rmed patents. Three additional inter partes petitions will be by the Federal Circuit on March 24, 2016, are related to reviewed in March. the above-mentioned patent infringement lawsuit that Won two inter partes review trials initiated by Finjan Inc. Depomed brought against Purdue’s drug OxyContin in against patents issued to FireEye Inc. The Patent Trial federal district court in New Jersey. and Appeal Board issued two decisions that FireEye Defeated an unprecedented eight inter partes review patent claims were invalid in light of prior art presented petitions on behalf of fi rm client Finjan Inc. On Jan. 14, by our client. 2016, Kramer Levin defeated six petitions by Symantec, Continued our representation of Forward Pharma in a which had requested inter partes reviews on fi ve patents U.S. Patent and Trademark Offi ce interference proceeding held by Finjan. Symantec had petitioned the U.S. against Biogen MA Inc. regarding who was fi rst to invent Patent and Trademark Offi ce in response to a patent the patent claims covering Biogen’s blockbuster multiple infringement suit that Finjan fi led against the company sclerosis drug, Tecfi dera. Kramer Levin also coordinates in the U.S. District Court for the Northern District of Forward’s IP strategy worldwide.

IP Counseling

Prosecuted patent applications for Olivo licenses to Howard Stern’s extensive audio and video Laboratories LLC. library of performances, specials and shows spanning Represented Sirius XM Radio Inc. in preparing and more than 30 years of his broadcast career. These negotiating a contract to continue production and rights will form a core component of Sirius XM’s planned broadcast of “The Howard Stern Show.” The term of the expansion into offering video services. contract is for an additional 12 years, and expands Handled patent prosecution for WABCO related to Sirius XM’s rights to now include worldwide exclusive safety and control systems for commercial vehicles.

Trademark Litigation

Secured dismissal of a trademark infringement action Achieved a favorable settlement for MRC Global Inc., brought by Crayola Properties Inc. against Alex Toys LLC, the largest North American distributor of pipe, a seller of high-quality crafts and toys for kids, relating valves and ﬁ ttings to the energy industry, which was to use by Alex Toys of the term “crayola” on crayons. sued by SKF Inc., a manufacturer of bearings, for the A favorable settlement was also achieved following the use of the mark “MRC.” The case was settled just court’s grant of our motion to transfer the case from before opening statements. the district where Crayola’s parent resides to the home district of Alex Toys.

34 35 Real Estate, Land Use and Environmental KRAMER LEVIN HAS ONE OF THE LARGEST and most sophisticated real estate practices in New York City. Over the past 40 years, we have literally helped shape the New York skyline. Today, we are involved in the development of all the super-tall buildings in and around the 57th Street corridor. Whether developing, repositioning, buying, selling or ﬁ nancing a property; creating a condominium structure; or devising a tax-efﬁ cient strategy, clients rely on our real estate, land use and environmental lawyers to provide results-oriented counsel.

Acquisitions, Sales, Joint Ventures and Financings

Represented Alexico Group and various affi liated Represented DLJ Real Estate Capital Partners borrowers in connection with the $260 million leasehold in connection with a $175 million term loan originated mortgage and mezzanine refi nancing of The Mark by Metropolitan Life Insurance Company and a Hotel, an Upper East Side luxury hotel/restaurant/ $140 million construction loan from a consortium cooperative-apartment property. The fi nancing package of lenders headed by JPMorgan Chase Bank N.A. was advanced by affi liates of TPG Real Estate Finance, The term loan was used to pay off prior construction Deutsche Bank and Starwood Capital Group. fi nancing on a rental apartment complex in Represented American Real Estate Partners in a Los Angeles consisting of four six-story buildings joint venture with Morgan Stanley Real Estate Funds for comprising 535 rental residential units, retail space, the $180 million acquisition of Rosslyn Metro Center, a parking and billboard signage. 22-story offi ce-and-retail building in Rosslyn, Virginia. Represented DW Commercial Finance in connection Represented Clipper Equity in the acquisition of two with approximately 12 loans throughout the United mixed-use buildings, including approximately 500 States, including acquisition/development loans for residential units, located at 50 Murray St./53 Park Place condominium, multifamily and offi ce projects in Tribeca for over $550 million, including the negotiation and hotel acquisition loans. of mortgage and mezzanine fi nancing.

Kramer Levin Advises on First Hudson River Park Air Rights Transfer

Kramer Levin is advising Atlas Capital Group and Westbrook Partners in the creation of a new zoning mechanism to allow the transfer of development rights from Pier 40 in New York City’s Hudson River Park for use in the redevelopment of the St. John’s Warehouse site at Houston Street, across the West Side Highway from the pier. Transfers of development rights from the Hudson River Park were authorized by state legislation in 2013 to generate funds to rehabilitate the park, subject to the creation of an appropriate local zoning framework to allow such transfers. Kramer Levin, on behalf of its clients, is negotiating with the Department of City Planning to develop this zoning framework, and is seeking a rezoning and other discretionary approvals for the proposed development. Atlas and Westbrook reached an agreement with the Hudson River Park Trust to buy approximately 200,000 square feet of development rights, in what will be the fi rst project to use the new mechanism. Pending public approval, the project would enable Atlas and Westbrook to develop buildings with approximately 1.7 million square feet of fl oor space, including approximately 1,586 residential units (30 percent of which would be low-income, moderate-income and senior housing), retail, hotel and/or offi ce uses, and parking. The Hudson River Park Trust would use the funds from the sale to repair the 15-acre Pier 40, which currently supports athletic fi elds and public parking.

37 Represented Gamma Real Estate, a real estate SJP Properties Inc. to acquire 200 Amsterdam Ave., investment and lending fi rm, in a number of fi nancings, the future site of a 400,000-square-foot residential including an approximately $147 million bridge fi nancing tower; a joint venture with Align Real Estate Inc. for the package covering an Upper East Side assemblage proposed construction and development of a mixed-use located near Sutton Place known as “Sutton 58,” on building consisting of commercial and residential units which the developer proposed to build a 1,000-foot-tall at 790 Pennsylvania Ave. and 1395 22nd St. in condominium tower. We are now representing Gamma in San Francisco; and a $123 million loan for the UCC foreclosure proceedings relating to this fi nancing. construction and development of a multifamily rental development located at 1430 2nd Ave. in Seattle. Provided HFZ Capital Group with real estate and land use advice for the acquisition and the condominium Represented New Valley LLP, an affi liate of The Vector conversions of fi ve mixed-use buildings in New York City: Group Ltd., in a variety of joint venture matters relating 301 W. 53rd St. (the “Metro”), 235 W. 75th St. to existing as well as development projects in the United (the “Astor”), 340-344 W. 72nd St. (the “Chatsworth”), States and surrounding areas. 88 Lexington Ave. and 90 Lexington Ave. Represented Pacifi c Western Bank (CapitalSource) Continued our representation of Mitsui Fudosan in multiple mortgage loan originations of a wide range America Inc. in joint ventures and fi nancings throughout of asset types (e.g., hotels, offi ce buildings, shopping the country, including a land loan fi nancing with centers, residential condominium developments and Sumitomo Trust Bank (New York) and a joint venture with various construction projects) located across the country,

Kramer Levin Client Onex Sparks Renaissance in Queens

Kramer Levin continued its representation of Onex Real Estate Partners in the development of Sky View Parc, a massive retail and residential complex that has anchored the renaissance of downtown Flushing, New York. The fi rm has been engaged in this project on behalf of the developers of the site for over a decade – starting with the creation of an overall master legal framework for the simultaneous development of an approximately 700,000-square-foot retail center comprising a pair of three- story retail buildings fl anking a multilevel parking garage, all in a fee parcel below a plane, and the phased creation of a self-contained residential community that will ultimately include six residential buildings, outdoor recreation areas and an extensive shared amenity facility in the air parcel above the retail center. During the past 10 years, Kramer Levin has registered for sale nearly 1,000 condominium apartments; handled the initial construction fi nancing for the project as well as leases with major tenants such as BJ’s Wholesale Club, Chuck E. Cheese’s, Home Depot, Best Buy, Bed Bath & Beyond and Staples; represented the client in the sale to Target of a retail condominium unit comprising the entire third fl oor of the eastern portion of the retail mall; and other related matters. In 2014, Kramer Levin handled the subdivision of the retail condominium, enabling the creation of a 33-unit medical offi ce condominium on the third fl oor of the western portion of the retail mall. In 2015, Kramer Levin advised Onex on the $400 million-plus sale to Blackstone of signifi cant portions of the project’s retail space and of the adjoining garage facility, and on matters related to construction fi nancing for the second trio of luxury residential condominium towers which, upon completion, will contain 800-plus apartments built above the western roof of the retail mall. Our work in relation to these transactions included representing Onex in negotiating a development agreement between Onex and Blackstone that will govern the relationship among the retail mall owners, the developer of the new residential construction and other mall constituents.

38 including in Houston; Chicago; Los Angeles, Tysons with 10 fl oors of offi ce space within the existing Corner and Arlington, Virginia; and New York City. We also structure and above it, using air rights included in the represented Pacifi c Western Bank in various intercreditor transaction. The transaction involved the creation of and syndication arrangements. a condominium structure to separate the downsized Represented, as co-counsel, a joint venture between department store space, which Macy’s will continue to affi liates of The Peebles Corporation and El-Ad Group own and operate, from the future offi ce component. Ltd. in a senior and mezzanine construction fi nancing Represented Trinity Place Holdings Inc. in the totaling more than $400 million for 108 Leonard St. development, including the mortgage fi nancing, of in Manhattan. 77 Greenwich St., the site of the former Syms Clothing Represented Quilvest Private Equity in the fi nancing store in New York’s Financial District, into a mixed-use and acquisition of Gwinnett Corporate Center, a 115-acre development. property in Gwinnett County, Georgia, that encompasses Represented a Westbrook Partners joint venture in 1.2 million square feet in 17 Class A buildings and an connection with its $161 million purchase of a Brooklyn additional six-acre site for future development. mixed-use complex. The deal is for the 10-story Advised Tishman Speyer in a $270 million transaction Hall Street Complex, a 665,000-square-foot building to purchase the upper portion of Macy’s historic across the street from the Brooklyn Navy Yard. The joint downtown Brooklyn store, which will be redeveloped venture intends to reposition the property as a creative loft offi ce building.

39 Advised the development team on issues relating to will be built on a steel and concrete platform almost six the subdivision, development, and condominium feet above the roof of the existing building and supported formation and offering related to a new condominium by columns surrounding the existing building, allowing to be constructed above an existing building at the two buildings to remain independent and separately 711 West End Ave. The development was the subject of supported structures while still appearing visually uniﬁ ed. an article in The New York Times titled “When Tenants Represented various owners of buildings in Battery Park Can’t Be Evicted, Build Around or Over Them.” Unlike other City in matters ranging from condominium conversions, vertical developments in New York City, this new building ground rent reset negotiations and a variety of will not be constructed on top of the existing building, but operational matters.

Land Use

Obtained an approval from the New York City Board of Represented the Collegiate Churches of New York Standards and Appeals to facilitate the construction with redevelopment plans to restore and convert a of a new transportation and distribution facility with a historic 12-story building at 378 West End Ave. in capacity for 70 tractor trailers for A. Duie Pyle Inc., a New York City to residential use, and integrate it with supply chain services provider. a new, 18-story building to be constructed on an Secured a zoning variance from the New York City Board adjacent site now occupied by the Collegiate School. of Standards and Appeals for the Alvin Ailey American The 198,000-square-foot redevelopment will contain Dance Theater to enlarge its headquarters located at the 66 residential units, resident amenity spaces and northwest corner of Ninth Avenue and West 55th Street. an 18-car garage. The Collegiate Churches acquired The enlargement will include four new dance studios, two the Collegiate School property for $125 million. It will new classrooms and new ofﬁ ce space. It will allow the use proceeds from the redevelopment to support Ailey organization to address recent and projected growth its ministries and to preserve its nearby West End in the Ailey School, which includes both professional and Church building. nonprofessional/junior divisions, and the Ailey Extension, Obtained approval from the Landmarks Preservation which offers classes to the general public. The variance Commission for renovations to the Conservative includes zoning waivers from the Special Clinton District Synagogue of Fifth Avenue, located in the Greenwich regulations relating to maximum permitted ﬂ oor area, Village Historic District. Approvals include a rooftop building height and lot coverage. addition and the relocation and reconstruction of

Extell Embarks on Several Projects With Kramer Levin Counsel

In 2015, Kramer Levin attorneys helped Extell Development Company advance several projects that are underway across Manhattan, including 555 Tenth Ave., One Riverside Park, 1010 Park Ave., The Carlton House and Central Park Tower, which will become the world’s tallest residential building upon its completion in 2019. In addition, we provided land use and condominium advice that paved the way for Extell’s acquisition and development of a mixed-use property on the Lower East Side known as “One Manhattan Square” at South Street and Pike Slip. Two buildings are currently under construction on the same development site at 252 South St. One building will contain approximately 815 market-rate residential condominium units, retail space and a parking garage; the other will contain approximately 205 affordable rental apartments. Our representation of Extell included preparing and ﬁ ling a condominium offering plan with the New York State Department of Law; preparing the condominium’s governing documents; and negotiating with the New York City Department of Housing Preservation and Development and the New York State Housing Finance Agency on the affordable rental component of the project.

40 Kramer Levin Condo Team Advances Development at Hudson Yards

Kramer Levin acted as condominium counsel to Related Companies and Oxford Properties, developers of the 28-acre Hudson Yards project rising above the Long Island Rail Road yards on the far West Side of Manhattan, in two multibillion-dollar fi nance packages that closed in 2015 as well as the sale of major blocks of space in three new towers. The fi rst fi nancing transaction included a $1.3 billion fi nancing package for 15 Hudson Yards, a 960,000-square-foot residential condominium tower, with equity provided by Related, Oxford and a sovereign wealth fund; tax-exempt bonds from New York State Housing Finance Agency; and an $850 million construction loan provided by London-based The Children’s Investment Fund. The second was a $5 billion fi nancing package for a mixed-use retail building and connected offi ce tower at 20-30 Hudson Yards. The new 20 Hudson Yards will consist of a 1-million-square-foot retail destination and the adjoining 30 Hudson Yards will be a 90-story offi ce building with a public observation deck that will house Time Warner’s new world headquarters as well as large blocks of offi ce space for KKR and Wells Fargo. The fi nancing package includes equity provided by Related and Oxford, a $1.5 billion construction loan from a consortium of lenders led by Deutsche Bank for 20 Hudson Yards, and a $690 million construction loan from lenders led by Bank of America and Wells Fargo for 30 Hudson Yards. Our work on these transactions included representing Related and Oxford on condominium matters relating to the loan structuring and documentation, as well as implementing novel, phased condominium regimes for each of the developments that enabled different lenders and capital sources to fi nance each building’s different components. In addition to these transactions and the creation of individual building condominiums, Kramer Levin structured and implemented a projectwide ownership and management association specifi cally designed to allow the separate buildings to operate and exist as an integrated community and satisfy MTA requirements for constructing the platform covering the rail yard, as well as a cross-easement regime for the infrastructure underlying the operation of the entire Hudson Yards development area, which includes four buildings and park facilities.

41 the synagogue’s front facade to accommodate the Represented a Magnum Real Estate Group / expansion of the its existing building, an altered CIM Group joint venture in a $390 million acquisition carriage house built in 1852. The expansion will allow and construction ﬁ nancing from a consortium of the synagogue to provide access and facilities for the lenders for the development of the 140 West St. disabled as well as additional meeting space, and condominium project, which will consist of approximately allows for the reorientation of the sanctuary to face 159 residential condominium units and approximately east in accordance with Jewish practice. 94,000 square feet of retail space. We also represented Obtained landmark and zoning approvals for the joint venture in all condominium aspects of the Larga Vista Companies to develop a new building on project as well as matters relating to Verizon, which will the property it owns at 300 Lafayette St. in Manhattan’s continue to own a portion of this art deco tower. SoHo neighborhood. Larga Vista is partnering with Represented the Park Avenue Christian Church in Related Companies on the $200 million project, securing approvals from the Landmarks Preservation currently the site of a BP gas station, into a seven-story, Commission to demolish its Annex Building and terra-cotta and limestone building that will have 30,000 redevelop the site of the Annex with a new, 17-story square feet of retail space and 53,000 square feet of apartment house. We also negotiated with the developer ofﬁ ce space. the condominium/reciprocal easement agreement governing the operation of this mixed-use project.

Kramer Levin is the top law fi rm for condominium fi lings in Manhattan, according to statistics published in The Real Deal. From Jan. 1, 2013, to Sept. 30, 2015, we represented developers in fi ling 24 plans for 3,422 units – approximately 31 percent of all units fi led during the period.

Kramer Levin Takes Active Role in MiMA Evolution

For several years, Kramer Levin has represented Related Companies in various aspects of developing Midtown Manhattan’s MiMA building, located at 450 W. 42nd St., into a vibrant mixed-used property featuring luxury rental apartments and condominium residences, a hotel, a theater, retail stores and a fi tness center. Our involvement with MiMA on behalf of Related dates back to the project’s original development and the creation of a multi-tiered condominium regime that permitted the construction of several hundred rent-stabilized apartments alongside luxury for-sale condos, together with the fl agship Yotel-brand hotel, Signature Theater, retail stores, an Equinox gym and a future subway station. After converting the intended luxury condo component (which Kramer Levin registered for sale) to rentals during the recession, we restructured the condominium yet again for Related. This component, known as One MiMA Tower, consists of the top 13 fl oors of the building. Our work helped Related position One MiMA Tower for sale. In 2015, our attorneys represented Related in its $260 million sale of One MiMA Tower to SCG MiMA Associates, an affi liate of our client, Kuafu Properties. We then represented Kuafu, with Related’s consent, in its subsequent $400-million-plus offering of refurbished condominiums to tenants and the general public.

42 Provided land use and environmental counsel to campus to accommodate additional academic and Trinity School that secured a variance allowing a outdoor recreation space. two-story enlargement of the school’s Upper West Side

Litigation

Representing Forest City Ratner Companies (FCRC) that limits large Manhattan hotels’ ability to convert their and related entities in two suits relating to the Pacifi c space to other uses. The law prohibits, for a period of Park (formerly Atlantic Yards) Project, one against two years, the conversion to residential use of more Skanska Building USA relating to construction of a than 20 percent of the space in Manhattan hotels with modular high-rise building adjacent to the Barclays more than 150 rooms. The fi rst lawsuit is a declaratory Center, and one against the owner of an A.J. Richards judgment action claiming that the law violates the & Sons store relating to a Letter of Intent regarding due process and equal protection clauses of the U.S. a building to be constructed at the current site of a and New York State Constitutions. The second suit is P.C. Richards’ store across from the Barclays Center. an Article 78 proceeding that challenges the law on We are also representing FCRC and related entities procedural grounds. in a suit against Blumenfeld Development relating Defended development approvals granted by New York to a claim of alleged partnership in connection with City agencies to Trinity School, The Chapin School, the redevelopment by FCRC-related entities of the the El-Ad/Peebles joint venture and the owner of Nassau Coliseum. Park West Village on the Upper West Side. Represented Gamma Real Estate in litigation related Continued to represent parties to numerous real estate to its UCC foreclosure auction concerning a $20 million disputes involving alleged breaches of contract, fraud mezzanine loan that constituted part of the development and misrepresentation claims, rights of fi rst refusal, fi nancing for a 1,000-foot-tall condominium tower to property damage claims, and proceedings to compel be located at 428-432 E. 58th St. The borrower moved access to neighboring properties. to enjoin the auction in New York Supreme Court, but Kramer Levin submitted opposition papers two business Obtained a $20.7 million award, plus interest, for a days later and obtained a ruling from the bench allowing Nassau County property owner in an eminent domain the auction to proceed. dispute regarding land that required environmental remediation at the time it was taken. The award followed Filed two lawsuits in New York State Supreme Court on an 18-day bench trial and represented the full amount of behalf of the Real Estate Board of New York (REBNY), the damages sought by our client. seeking to overturn a recently enacted New York City law

HONORS & ACCOLADES U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 New York rankings in Real Estate Law and Tier 1 rankings in New York and nationwide in Land Use & Zoning Law, Environmental Law, and Litigation – Real Estate in its 2016 Best Law Firm listings. Legal 500 US 2015 ranked Kramer Levin in the top tier nationally in Real Estate and Construction – Land Use and Zoning. Kramer Levin’s work on the Hudson Yards development project on Manhattan’s West Side was recognized in Real Estate Forum’s “Dealmakers: Deals of the Year 2015.” Land Use Partner Elise Wagner was named to Commercial Observer ’s “Power 100.” Kramer Levin was named 2015 Environmental Law Firm of the Year in New York by Global Law Experts and by Corporate INTL, and was named 2015 New York Global Award Winner for Environmental Law by Corporate LiveWire.

43 Tax, Employee Benefits and Individual Clients OUR TAX DEPARTMENT is not only a service arm of our corporate practices but also a destination practice in its own right. We are well-known for groundbreaking tax work in middle-market M&A, bankruptcy restructurings, capital asset planning, and New York state and local tax controversies. Our Employee Benefi ts lawyers advise on the administration of benefi t plans in connection with outsourcing arrangements, acquisitions, restructurings and litigation. Our Individual Clients group develops estate and business plans relating to trusts and estates, income and transfer tax planning, charitable gift planning, corporations and partnerships, real estate, securities, employee benefi t plans, intellectual property and charitable organizations.

M&A/Corporate

Represented Alliance Consumer Group in the Represented Propel Equity Partners in domestic and acquisition of a signiﬁ cant minority interest in foreign acquisitions of Juratoys and Buzz Bee Toys, and Tender Greens Restaurant Group in conjunction with advised on related corporate restructuring matters. Union Square Hospitality Group. Advised Stone Point Capital, BlackRock Inc., Advised Focus Financial in its acquisition of Kovitz. Quad Partners and other fund clients on several Represented Gener8 Maritime in its acquisition of portfolio investments and dispositions; add-on Navig8 and subsequent IPO. acquisitions and dispositions by portfolio companies; and on internal restructurings and planning for several Advised HiTouch with a reﬁ nancing and new portfolio companies. equity investment. Represented Temco Services in its sale to Atalian Advised Kilowatt Holdings in its merger with Global Services Inc. Clean Power Finance. Represented a famous fashion designer’s company in the sale of a minority interest to a private equity fund.

Restructuring

Advised ﬁ rst lien noteholders of Caesars Entertainment Advised senior creditors of Patriot Coal in a bankruptcy Operating Company Inc. in a complex bankruptcy reorganization that involved the sale of substantially restructuring that entailed splitting the debtor into a REIT all of Patriot’s assets to Blackhawk Mining LLC and the and an operating company, and distributing the REIT receipt of Blackhawk notes and equity in exchange for equity to creditors in a tax-free spin-off. Patriot debt and new cash investments. Represented Constellation Enterprises in the Provided ongoing tax advice to the ResCap restructuring of its debt. Liquidating Trust. Advised EFIH second lien noteholders in the Represented Targus Group in the turnover of stock EFH bankruptcy. of its TGII subsidiary to TGII creditors and the bankruptcy Advised 10 percent noteholders of Molycorp Inc. of Targus. in its restructuring.

Real Estate

Represented the borrower/owner in connection with Ponte Equities, The Peebles Corporation, the loan restructuring of Doral Arrowwood Hotel Broadway Palace Theater, Repauno Riverfront Conference Center. Partners, Meritage Properties, Brause Realty, Represented several real estate clients on joint Manchester Real Estate & Construction and ventures and other matters; clients included Trinity Place Holdings, among others.

45 Provided entertainment and media clients with tax • Represented a foreign bank in tax litigation with counsel, including: New York City involving the application of U.S. treaty provisions to the determination of New York • Alignment Artist Capital in structuring and City income, and the sourcing of income from loan implementing tax-effi cient alternative fi nancing for participations. At issue is whether income from A-list entertainers. loan participations with respect to loans to U.S. • A business manager in restructuring the potential borrowers constitutes effectively connected income. sale of a business as a multimillion-dollar loan to • Represented a fi nancial services organization in a more effi ciently address international tax issues and New York City controversy involving the ability of a residency matters. partnership to claim deductions under Code Section • Several well-known recording artists and athletes in 754 for unincorporated business tax purposes. structuring license and endorsement transactions. • Obtained a highly favorable settlement with In the area of tax litigation and controversy, our New York City with respect to unincorporated attorneys: business tax resulting from the receipt of tax- • Secured a win for a major Italian bank with a deferred revenues at a time when the taxpayer had New York branch when the New York State Tax substantially reduced its presence in the city. Appeals Tribunal dismissed an appeal by the • Received a highly favorable settlement with New York State Tax Department and upheld our New York City on behalf of a fi nancial services client’s position that amounts recorded in its client with respect to the city’s use of discretionary international banking facility are not income and authority to attribute certain activities of affi liated should be disregarded for purposes of calculating entities to the taxpayer. the bank’s New York tax.

Employee Benefits

Advised insurance underwriters, including American Represented large fi nancial institutions and professional International Group Inc., on employee benefi ts and service fi rms in plan fi duciary matters. executive compensation aspects of reps and warranties Acted as independent counsel to committees insurance products. responsible for managing the assets of large employee Handled employee benefi ts aspects of several M&A benefi t plans. transactions, including Automobile Protection Represented a broad range of clients in compliance Corporation’s purchase of Automotive Development matters. Group LLC; Oasis Outsourcing Inc.’s purchase of Doherty Employment Group Inc. and A-1 Contract Staffi ng Group LLC; and BlackRock Inc.’s purchase of Xulu Inc. and assets of Bank of America Advisors LLC.

HONORS & ACCOLADES Chambers USA 2015 recognized Kramer Levin and its attorneys for excellence in Tax (New York). Legal 500 US 2015 recognized Kramer Levin and its attorneys for excellence in both Domestic and International Tax. U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 national and New York rankings in Trusts & Estates Law in its 2016 Best Law Firm listings.

46 Individual Clients

Represented a trust benefi ciary in litigation alleging that Created and advised on several private charitable a collateral family member had breached his fi duciary foundations that enabled clients to fulfi ll their duties while serving as trustee of our client’s trusts. charitable goals. Represented a Florida private foundation in the Represented the controlling shareholder of a substantial transfer of all of its assets to a Delaware private privately held corporation in the preparation of a foundation, followed by the termination of the Florida complex voting trust agreement, and obtained a private foundation. groundbreaking favorable IRS private letter ruling that Defended clients against claims by disinherited parties the voting trust agreement would not adversely affect to obtain part of a $300 million estate. the corporation’s Subchapter S status. Negotiated a buy-sell agreement for a multibillion-dollar Prepared a Cayman Islands STAR trust to receive hedge fund. distributions from a Liechtenstein foundation for the benefi t of members of a wealthy international family. Represented a client in his claim for several million dollars against his business partner’s estate. Advised wealthy international families regarding tax-effi cient transfers of valuable shares of holding Advised several prominent New York real estate families company stock to offshore trusts. in matters related to gifts of substantial assets to trusts for younger generations.

47 Employment and Business Immigration WE HELP EMPLOYERS develop employee relations policies and practices that minimize the risk of litigation while accommodating the organization’s needs. When a dispute arises, we seek the most expedient, cost-effective resolution, whether through negotiation, mediation, arbitration or litigation. Our extensive trial experience enables us to advise clients throughout the dispute resolution process about alternative strategies to achieve success, control costs and position the matter for early resolution whenever possible.

Employment Litigation

Represented Barclays in two FINRA arbitrations Represented a large equipment rental company in two involving compensation and discrimination claims. actions to enforce restrictive covenant agreements Defended Deutsche Bank against a former against departing executives. Enforcement was employee who sued for gender discrimination and particularly important to our client due to the executives’ sexual harassment. access to highly confi dential information. Represented Lloyds Banking Group in an arbitration Represented a major fi nancial institution in three brought by a former employee alleging breach of Sarbanes-Oxley whistleblower claims brought by former contract and wrongful discharge. and current employees. Secured the dismissal of all claims against real estate Represented a “Big Four” accounting fi rm in connection developer The Peebles Corporation in a case involving with an action commenced by a competitor arising out of a former employee who fi led a $6 million claim for equity its hiring of a team of former employees. participation in a development property. Defended a major developer against wage and hour Represented RBC in three separate litigations involving claims arising under the Fair Labor Standards Act and age and gender discrimination claims as well as the New York Labor Law, and achieved a settlement on compensation claims involving high-level executives. benefi cial terms. Defended Societe Generale against a former employee in a sexual orientation harassment suit. Prevailed in a deferred compensation and discretionary bonus case on behalf of UBS Securities LLC in a FINRA arbitration brought by a former trader in UBS’ Investment Bank. The three-member FINRA arbitration panel denied the plaintiff’s claims – totaling more than $12 million – in their entirety.

HONORS & ACCOLADES In its 2016 listings of Best Law Firms, U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 rankings in the national and New York categories in its Litigation – Labor & Employment and Employment Law categories. Employment Law Partner Kevin B. Leblang was named one of 2015’s “Most Powerful Employment Attorneys” by Human Resource Executive Magazine and Lawdragon. Mr. Leblang was also named one of the 100 leading corporate employment lawyers.

49 OUR INTERNATIONALLY RECOGNIZED Business Immigration group is one of the premier immigration practices in the country. With 10 experienced lawyers and a full complement of knowledgeable paralegals, we have distinguished ourselves by the level of personalized attention, legal acumen and innovative strategic planning we provide our clients. We represent many of the world’s leading companies and other organizations in all phases of the hiring and transfer of foreign national executives, managers, professionals, investors and persons of extraordinary ability in the arts, business and a wide range of other ﬁ elds.

Business Immigration

Represented many of the world’s leading companies – Advised an internationally prominent IT consulting with particular focus on those in the ﬁ nancial, media, company on immigration issues related to its billion- advertising and insurance sectors – on immigration dollar merger with a leading competitor. matters involving foreign national executives, managers Counseled sports leagues on immigration matters and professionals. involving prominent athletes. Represented a top 10 global ﬁ nancial institution in its Represented approximately one-third of the 50 largest immigration matters. advertising, media and marketing agencies in the United Represented a top Asian investment bank in U.S. States in connection with all of their immigration needs. immigration matters. Represented a number of high-net-worth foreign Counseled leading companies on U.S. Immigration and national investors seeking immigration status based on Customs Enforcement worksite investigation matters. substantial investments in their own enterprises or in Represented prominent companies in major special, preapproved investment vehicles. investigations led by the U.S. Department of Labor’s Advised French and American clients – many of whom Wage and Hour Division. are well-known luxury brands – on issues related to Represented major theater productions in order for business immigration policies and matters involving foreign talent to take on both long- and short-term secondment, expatriation and other aspects of stage and screen engagements, including the popular workforce mobility. Broadway productions “The King and I,” “Long Day’s Journey Into Night” and “Thérèse Raquin.”

HONORS & ACCOLADES Chambers USA 2015 placed Kramer Levin’s Business Immigration group in New York’s top-tier list for Immigration. The 2016 edition of U.S. News & World Report and Best Lawyers gave the ﬁ rm Tier 1 national and New York rankings for Immigration Law in its Best Law Firms listings. Business Immigration Partners Ted Ruthizer, Mark D. Koestler and Matthew S. Dunn were among 20 lawyers named the “Most Powerful Employment Attorneys – Immigration” in 2015 by Human Resource Executive Magazine / Lawdragon.

50 51 Pro Bono Litigation

Filed an amicus brief in the U.S. Supreme Court in support pretrial identifi cation procedure entitles the defendant of an appeal from an order upholding restrictions that to a Wade hearing. A majority of the judges went on to Texas imposed on abortion providers that would force conclude, however, that the lack of a Wade hearing in more than 75 percent of the abortion clinics in the state the case at hand was harmless error because there to close. The brief was fi led on behalf of 10 women who was an independent source for the witness’ in-court chose to have an abortion. Because many members of the identifi cation. Two judges dissented from this harmless- Supreme Court may believe they have never met anyone error analysis, arguing there was an independent source who has had or needed an abortion, our clients came not presented to the court and the record did not forward to share their personal stories with the court. Our substantiate the claim. clients are a computer science professor, a leader in the Submitted an amicus brief in the 2nd Circuit Court of fi nancial services industry, an anthropologist and human Appeals on behalf of the Center for Constitutional rights activist, a member of the clergy, a famous actress, a Rights in United States v. Ganias. In 2014, a panel of the public relations professional, authors, doctors, wives and 2nd Circuit held that the government had unreasonably mothers. Our brief, one of 45 amicus curiae briefs urging retained Mr. Ganias’ digital data for two and a half years the U.S. Supreme Court to reject Texas’ clinic-shutdown in violation of the Fourth Amendment. The data was law, was highlighted in a USA Today article about the case. initially seized as part of an investigation into two of Filed an amicus curiae brief in the New York Court of Mr. Ganias’ clients and was revisited years later upon the Appeals on behalf of The Innocence Project Inc., government’s procurement of a second search warrant arguing that New York should eliminate its “trial related directly to Mr. Ganias. The 2nd Circuit panel preparation” exception to the rule requiring notice and vacated his criminal tax-evasion conviction. Almost a a Wade hearing to test pretrial identifi cation procedures year later, the 2nd Circuit agreed to hear the case en for undue suggestiveness. Specifi cally, the brief argued banc. In its amicus brief, Kramer Levin argued that that any pretrial identifi cation procedure – regardless the 2nd Circuit should only permit responsive digital of its intended purpose – risks undue suggestiveness data to be used for the purposes set out in the original undermining the reliability of a later in-court warrant and that nonresponsive digital data should identifi cation, and that the “trial preparation” exception be returned and deleted after a reasonable period. was out of step with New York precedent protecting Amicus briefs were also submitted in support of against admission of in-court identifi cations tainted Mr. Ganias by Google, the ACLU, the Brennan Center by unduly suggestive procedures. The New York Court for Justice, the Federal Public Defenders within the of Appeals accepted our argument, holding that any 2nd Circuit and others.

Kramer Levin Contributes to U.S. Supreme Court Victory in Right-to-Marry Case

Kramer Levin capped a decade of work on marriage equality by playing a key role in the ultimate U.S. Supreme Court victory in June 2015. The fi rm fi led an amicus curiae brief in Obergefell v. Henry on behalf of nearly 2,000 mainstream clergy and religious organizations – including leadership of the Episcopal Church, the United Church of Christ, and Conservative, Reform and Reconstructionist Judaism – supporting the freedom to marry. The fi rm fi led similar briefs in United States v. Windsor, which struck down part of the Defense of Marriage Act in 2013, and in the wave of subsequent cases leading up to Obergefell. The brief documented growing LGBT acceptance within mainstream U.S. religions and refuted the idea of a single “religious” defi nition of marriage limited to different-sex couples. Kramer Levin has played a leading role in pro bono LGBT rights litigation for two decades. The fi rm previously submitted amicus briefs in Boy Scouts v. Dale and Lawrence v. Texas, two landmark Supreme Court LGBT rights cases, and also served as co-counsel in Hernandez v. Robles, which sought equal marriage rights under the New York constitution.

53 Asylum/Immigration

Obtained asylum for Mr. Zhijin Yang and Ms. Mingxia denial of asylum was a clear error because it rested Sun, Chinese citizens who were persistently targeted, entirely on an adverse credibility determination, which persecuted and tortured because of their adherence to the was based solely on the nonexistent inconsistency practice of Falun Gong. The Kramer Levin team prepared between our client’s written application and her oral the clients to testify at an interview with U.S. Citizenship testimony. The BIA issued a written decision holding that and Immigration Services, and drafted a brief and the credibility determination was clearly erroneous and supporting affi davits establishing that Mr. Yang’s and Ms. that it was unclear whether the judge had applied the Sun’s Falun Gong practice led them to suffer persecution appropriate legal framework when deciding the case. The on three separate grounds: their religion, their political BIA remanded the record to the immigration judge for a opinion and their membership in a particular social group. new hearing and our client will be given the opportunity to Obtained asylum for a Russian citizen who was persistently update the record and present additional legal arguments. targeted and persecuted because of his homosexuality. Obtained grants of asylum for two gay men from Jamaica Our client’s journey for asylum was a two-year venture who suffered severe persecution, including when one that included the fi ling of a mandamus, working diligently was nearly killed by his own family due to his sexual to research current anti-gay laws in Russia and obtaining orientation. Our clients, referred by the Peter Cicchino evidence of his abuse. Youth Project, became homeless following their ordeals Won an appeal from the denial of asylum for a and had been waiting nearly two years for adjudication of Salvadoran woman who was subjected to rape and their applications for asylum. To address this delay, our domestic violence by her common-law husband attorneys fi led mandamus petitions in the U.S. District because she was unable to have children. Our client, Court for the Eastern District of New York seeking orders who was referred by the Catholic Legal Immigration compelling the United States Citizenship and Immigration Network Inc., entered the United States in 2014 and Service (USCIS) to immediately schedule our clients’ was taken into custody at the border. While detained, interviews. The USCIS scheduled interviews within our client claimed asylum due to the risk that her weeks, and we successfully represented the clients persecution would continue if she were returned. at their interviews. In one of the cases, we secured an The immigration judge denied asylum on credibility exception from the one-year fi ling deadline applied to grounds, even though the Asylum Offi ce found that our all applications for asylum. Our attorneys argued that client could likely establish past persecution, a well- post-traumatic stress disorder brought on by our client’s founded fear of future persecution, and membership abuse at the hands of his own family, followed by several in a qualifying social group. years of homelessness, constituted an extraordinary circumstance that merited waiver of the one-year Our attorneys successfully argued to the Board of deadline to apply for asylum. Immigration Appeals (BIA) that the immigration judge’s

HONORS & ACCOLADES Legal Services NYC (LSNYC) presented Kramer Levin with its Pro Bono Leadership Award in 2015 in recognition of the fi rm being one of the organization’s top 25 pro bono partners. In addition to helping LSNYC provide food, shelter and subsistence income to more than 70,000 New Yorkers, the fi rm also provided research support for LSNYC’s equal rights initiative and provided a housing extern in Brooklyn. Catholic Legal Immigration Network Inc. (CLINIC) selected Kramer Levin to receive its annual pro bono award for its commitment to providing pro bono representation to immigrants in removal proceedings and for its support of CLINIC’s Board of Immigration Appeals Pro Bono Project. Eric Tirschwell, co-chair of the fi rm’s White Collar Defense and Investigations group and chair of its Pro Bono committee, was named to a select list of “Lawyers Who Lead by Example” by the New York Law Journal.

54 Obtained permanent U.S. residency for two previously Won an appeal on behalf of a Honduran journalist who undocumented brothers who fl ed diffi cult living had been denied asylum despite being the victim of conditions in the Dominican Republic to live in New York threats and attacks by local gang members in response City. Shortly after arriving in the United States 14 years to his anti-gang speech. Following the immigration ago, the boys’ father was convicted of a drug-related judge’s denial of asylum on the ground that our client crime and subsequently deported. With high school did not qualify as a member of a “particular social graduation drawing near for the eldest brother, it was group,” our attorneys successfully argued to the BIA unclear whether he would be able to attend college that our client, as a journalist who spoke publicly because, as an undocumented student, he would be against narco-traffi ckers, was a member of a particular ineligible for federal fi nancial aid. In cooperation with social group. The BIA further found that our client lawyers at Morgan Stanley and the Safe Passage demonstrated he suffered past persecution due to his Project, our attorneys successfully navigated the case membership in that group and remanded the matter through Family Court, Immigration Court and United solely for the required security checks. States Citizenship and Immigration Services, ultimately securing the brothers’ legal permanent residency.

Veterans Assistance

Obtained positive resolution for a low-income Army veteran stopped the garnishment, moved the loan out of default in remediating $15,000 in student debt and stopping the status and no longer requires additional payments from garnishment of his Social Security income, which was his the client. Our team worked with Legal Services NYC only source of income. Our attorneys petitioned for an through its Veterans Student Debt Initiative. Income Based Repayment (IBR) plan for our client, who Obtained a discharge of $10,000 in federal student loans paid over $20,000 in interest on a student loan from 1972 for a low-income Army veteran who had unknowingly that had an initial principal amount of only $2,750. Upon applied for federal student loans to attend a sham trade graduation from college, he served for four years in the school that did not offer the business classes that had Army in both Vietnam and Germany. After his service, he been advertised and did not administer required entry worked for many years, during which time he continued examinations. The discharge both relieved our client of paying the loan. Upon becoming disabled, the veteran his payment obligations and allowed him to proceed with was no longer able to work, and the loan was placed into other legal matters that had been impeded by the default default, resulting in the garnishment of approximately status of his loans. Our team worked with Legal Services 20 percent of his Social Security income. The IBR plan NYC through its Veterans Student Debt Initiative.

Transactional

Provided pro bono zoning counsel to Broadway Our representation paved the way for the grand opening Housing Communities, the nonproﬁ t developer of the of The Sugar Hill Museum of Art & Storytelling Sugar Hill affordable housing project in West Harlem. located in the community.

LGBT Rights

Represented our client, a mother, in securing a name identity. We submitted a name change petition and change for her son who was born female, but identiﬁ ed supporting documents, attended a hearing in civil court as male from a young age. Our client sought a legal and successfully obtained an order legally changing her name change for her son to conform to his gender son’s name.

55 Diversity KRAMER LEVIN’S UNWAVERING COMMITMENT to diversity includes initiatives that reinforce inclusivity not only within our ﬁ rm but also within the broader legal industry. At Kramer Levin, we know our careers will not be limited in any way by race, color, ethnicity, gender, sexual orientation, gender identity and expression, religion, nationality, age, disability, or marital and parental status. Our top-down approach to promoting, evaluating and reﬁ ning our diversity initiatives encourages all attorneys and staff to make diversity a priority.

The signature events and innovative programming we Engaging the fi rm’s Affi nity groups – the Attorneys of hosted during 2015 focused on expanding cultural Color, the Working Parents, LGBT Attorneys and the competency, leveraging diversity and fostering inclusion. Women’s Initiative – to sponsor programs that provide We supplemented the foundational training offered in years our lawyers with new circles of collaboration, support, past with new areas of education, including: mentoring and networking. Programs have included Partnering with noted educators, including webinars for our working parents and their partners by Dr. Sheen Levine and Jerry Kang, to raise awareness nationally recognized parenting expert Amy McCready of bias and share insights on the benefi ts of diverse and a celebratory annual gathering for our Affi nity group working groups. for Attorneys of Color. Hosting several discussions, organized by our women and led by Triad Consulting and Dr. Arin Reeves, to offer strategies and skills to improve infl uence and strengthen relationships. Sponsoring speakers and discussions in conjunction with cultural heritage months throughout the year. These forums covered a wide range of topics, including updates on the LGBT rights movement; legal issues at the dawn of new relations between Cuba and the United States; and groundbreaking access to justice work for immigrants.

HONORS & ACCOLADES The New York State Bar Association honored Kramer Levin Corporate Partner and Diversity Committee Chair Christopher S. Auguste with its 2016 Diversity Trailblazer Award. The award recognizes an individual’s exceptional efforts to promote the full and equal participation of diverse people at all levels of the legal profession. OUTLaw, the LGBTQ student organization at New York University School of Law, awarded its annual Alumnus of the Year award to Kramer Levin Partner Jeffrey S. Trachtman for his decades of civil rights work on behalf of the LGBTQ community.

57 Firm Management and New Partners Firm Management

Managing Partner: Paul S. Pearlman Co-chairmen: Gary P. Naftalis and Thomas E. Constance Chairman Emeritus: Ezra G. Levin

New Partners

David S. Berg joined the fi rm’s Banking and Finance Kevin P. Scanlan joined the fi rm’s Corporate group in June 2015. His practice focuses on corporate department in October 2015. He advises clients on and fi nancing transactions, including mergers, structuring, forming and investing in international and acquisitions, divestitures, venture capital, private equity domestic private investment funds, including hedge investments and joint ventures. funds, private equity funds, real estate funds, venture New York | 212.715.9176 | [email protected] capital funds and fund-of-funds. New York | 212.715.9374 | [email protected] Andrew Charles joined the fi rm’s Real Estate department in May 2015. He has extensive experience Gregory B. Sephton joined the fi rm’s Intellectual in all aspects of commercial real estate law, including Property department in April 2015. His litigation partnerships and joint ventures, fi nancing for borrowers experience spans medical devices, chemicals, and lenders, acquisitions and sales, and development pharmaceuticals and biologics. He also advises clients and leasing. on patent strategy as well as ex parte and inter partes New York | 212.715.9164 | [email protected] matters before the Patent Offi ce. New York | 212.715.9163 | [email protected] Richard E. Farley joined the fi rm’s Corporate department in March 2016 and serves as chair of Brian V. Slater joined the fi rm’s Intellectual Property the Leveraged Finance group. His practice centers on department in April 2015 and serves as chair of the representing global commercial and investment banks Life Sciences group. He has extensive experience and alternative investment funds in leveraged buyout litigating pharmaceutical patent cases under the fi nancings, recapitalizations and refi nancings. Hatch-Waxman Act as well as in intellectual property New York | 212.715.9106 | [email protected] counseling and transactions. New York | 212.715.9168 | [email protected] Daniel B. Goldman joined the fi rm’s Litigation department in February 2015. His substantial experience includes litigating and trying high-stakes disputes in jurisdictions throughout the country and handling multimillion-dollar securities, antitrust, merger and contract cases. New York | 212.715.9162 | [email protected]

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