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ONLINE @ANLAWYER.COM MARCH 2012 Ever notice that those who minimize the importance of winning, often don’t? We have, which is why we devote allof our considerable experience, passion and talent to just one thing: our clients’ success. It’s a philosophy that’s made www.sedgwicklaw.comVICE PRESIDENT, GROUP PUBLISHERScott PierceVICE PRESIDENT, NATIONAL ADVERTISINGMike MedwigCORPORATE ACCOUNT MANAGERSLisa Corrigan, Ron Cummings, James Golando, Barrie Harmelin,Marnie Maroney, Sheila McShane, Joe PavoneLAW FIRM ACCOUNT MANAGERSJoAnn Cannon, Jennifer Jones,Nicole Kramer, Jai WallaceLAW SCHOOLS/LEGAL RECRUITERS ACCOUNT MANAGERRoseann AgostinoDIRECTOR OF CUSTOM PROJECTSLester F. GoodmanADVERTISING COORDINATORBrenda W. BaileyMANAGING DIRECTOR/INTERNATIONAL LAW FIRM DIVISIONDanny Collins, London office (dcollins@alm.com)Tel: +44 (0) 207 316 9547; Fax: +44 (0) 207 316 9278BUSINESS MANAGERMatt MigaczCIRCULATION DIRECTORShane MolloyGROUP ACCOUNT MANAGERJudy Weiss (347) 227-3140 (jweiss@alm.com)SUBSCRIPTION CUSTOMER SERVICE ANDSINGLE COPY/BACK ISSUES SALES(800) 755-2773 (info@theamericanlawyer.com)REPRINTSSyndia J. Torres (347) 227-3382 (reprints@alm.com)LIST RENTAL INFORMATIONDanny Grubert (914) 925-2400SENIOR PRODUCTION MANAGERJohn CusmanoVICE PRESIDENT/MARKETINGCathy ChristinoVICE PRESIDENT/OPERATIONSAbby De MilloVICE PRESIDENT/EVENTSHenry DickerVICE PRESIDENT/RESEARCH ANDCONTINUING EDUCATION PRODUCTSKevin IredellVICE PRESIDENT/DIGITAL PRODUCTS AND LAW.COMJill WindwerALM SENIOR MANAGEMENTPRESIDENT/CEOWilliam L. PollakSENIOR VICE PRESIDENT/CHIEF LEGAL OFFICERAllison C. HoffmanSENIOR VICE PRESIDENT/CHIEF FINANCIAL OFFICEREric F. LundbergSENIOR VICE PRESIDENT/INFORMATION & RESEARCH SOLUTIONSKevin H. MichielsenSENIOR VICE PRESIDENT/LEGAL MEDIAKevin J. VermeulenSENIOR VICE PRESIDENT/CHIEF TECHNOLOGY OFFICERJeffrey K. WhittleVICE PRESIDENT/REAL ESTATE MEDIAMichael DesiatoVICE PRESIDENT/REGIONAL BUSINESSESStephen LincolnVICE PRESIDENT/EDITOR IN CHIEFAric PressPRINTED IN THE U.S.A.JOIN THE CONVERSATIONIn January, Am Law 200 firms startedreleasing their 2011 financials. A storyabout how Baker Hostetler’s work on theBernard Madoff bankruptcy helped increasethe firm’s gross revenue 14 percentdrew one reader’s ire.Obscene! This is a cash cow that theSecurities Investor Protection Corporationand the trustee won’t let go.—Posted by Scammed,January 31, 2012One commenter took a strong stance on aJanuary 25 story about legal work thatMichael Best & Friedrich did for aWisconsin Supreme Court judge at nocharge—and the judge’s refusal to recuseCORRECTIONSIn February we incorrectly reported thetotal number of lateral partner moves collectedas part of our Lateral Partners Report.We captured 2,454 moves, not 2,460.As a result, the total number of non-Howreymoves that took place during our surveyperiod is 2,246 instead of 2,252. Wealso incorrectly stated the number of lateralpartner hires at Polsinelli Shughart.They had 32 arrivals, instead of 33, for anet gain of 20 lateral partners. The firmalso added new offices in Dallas and LosAngeles, not Phoenix. We also misspelledthe name of Polsinelli’s chairman, W. RussellWelsh.In “New Horizons” [February], weshould have said that Kasowitz BensonCORRECTIONS POLICYERRATA1. We are eager to make corrections quickly and candidly.himself from several cases involvingMichael Best clients.This is a clear violation of judicial ethicsno matter which party you support.—Posted by Alan M.,January 27, 2012In January we launched our “WomenPartner Watch” page, which breaks downby gender all the Am Law partners namedduring the latest round of promotions.Several commenters praised the project.This is a fantastic example of using datato shine a light on the world. Firms cansay what they like, but at the end of theday, the numbers speak for themselves.—Posted by Stephanie Lee,January 18, 2012Torres & Friedman partner Douglas Lumishsucceeded in limiting damages in arecent Texas case to $1.4 million against arequest for hundreds of millions.In The Work [February], because ofan editing error, two headings were incorrect:Fulbright & Jaworski’s DeborahGitomer was actually Dealmaker in theSpotlight, and Venable’s Jan Handzlik andCrowell & Moring’s Janet Levine wereLitigators in the Spotlight.Also, “The Billionaires’ Lawyer” [February]incorrectly gave the year of EligioCedeno’s victory before the U.N. WorkingGroup on Arbitrary Detention andrelease from a Venezuelan prison as 2010.The correct year is 2009.We regret the errors.2. Although we welcome letters to the editor that are critical of our work, an aggrieved party need not havea letter to the editor published for us to correct a mistake. We will publish corrections on our own and inour own voice as soon as we are told about a mistake by anyone—our staff, an uninvolved reader, or anaggrieved reader—and can confirm the correct information.3. Our corrections policy should not be taken for a policy of accommodating readers who are simply unhappyabout a story that has been published.4. Any information about corrections or complaints should be directed to Editor in Chief Robin Sparkman.She may be reached by mail at 120 Broadway, New York, NY 10271; by fax at 646-822-5131; or by e-mailat editorial@alm.com.The American Lawyer | March 2012 11

Ranking the 350 Largest Law Firms in the NationNLJ.comMarch 26: The NLJ 250April 2: The NLJ 250Regional ReportApril 9: Three Decadesof the NLJ 250April 16: Introducing the NLJ 350NLJ.com

BAR TALK ONLINEFOR MORE ONTony Angel and DLA Piper,go to americanlawyer.com.INSIDE: 16 Ropes & Gray’s ties to Romney.18 What’s in a firm’s name?26 The new partner class of 2012.28 Seattle’s legal market heats up.BARTALKMONTRÉAL OTTAWA TORONTO CALGARY VANCOUVER NEW YORK CHICAGO LONDON BAHRAIN AL-KHOBAR* BEIJING SHANGHAI* blakes.com*Associated OfficeBlake, Cassels & Graydon LLP | Practicing Exclusively Canadian LawTOUCHED BYAN ANGELCan a former Magic Circle managing partnertransform DLA Piper? By CHRIS JOHNSONIllustration by ALEXANDRA COMPAIN-TISSIERTO SOME, FORMER LINKLATERSchief Tony Angel is the mostsuccessful law firm manager of ageneration. During his ten-yeartenure as managing partner of the Magic Circlefirm, he transformed it from a London-basedpractice into a global, moneymaking powerhouse.But his critics claim he went too far inhis quest to make Linklaters more businesslike,and that by placing a premium on profits andimposing a more tightly managed structure, hedamaged the historic firm’s culture.The partners at DLA Piper will soon dis-cover which assessment of Angel rings true.Last October, the firm announced that the59-year-old former tax attorney was comingout of retirement to become its new globalcochairman and international senior partner.Angel, who will be making about $3 milliona year for a three-year term, has been taskedwith molding the global giant into a morestreamlined, profitable, and cohesive entity.The question now is whether Angel, whoretired from law firm management in early2008, can pull off a repeat performance. A lothas changed in the legal profession since then,and DLA Piper is entirely different from Link-laters. The latter is a 174-year-old blue-chipfirm that retains a more centralized structure.DLA Piper, by contrast, is a midmarket, fullservicefirm that grew through a tidal wave ofcombinations and is now a sprawling hodgepodgethat lacks financial integration. (LikeBaker & McKenzie and the recent batch oftrans-Atlantic mergers, the firm is organized asa Swiss verein—essentially a holding structurethat lets participating entities maintain theirexisting forms.)“DLA has achieved a hell of a lot over thepast ten years—the naysayers need to rememberthat—but they’ve got to a certain point inthe market, and that progress has slowed,” saysformer Clifford Chance managing partnerTony Williams, now head of law firm consultancyJomati. “Tony will help push throughThe American Lawyer | March 2012 15

BARTALKthat glass ceiling, but whether oneperson can do that remains to beseen. He certainly can’t just wavea magic wand and make thingschange overnight.”Angel comes into the job with astrong resume. When he took controlof Linklaters in 1998, it wasalready one of the top practices inLondon. When he left the firm tenyears later, to take a senior positionat credit ratings agency Standard& Poor’s, its revenues hadincreased by 385 percent and averagepartner profits by 167 percent,and it had cemented its reputationas a world leader.Much of Angel’s success atLink laters was due to his ability totake concepts and practices fromthe business world and successfullytransplant them within the confinesof an organization that, like mostlaw firms at the time, was fairlylightly managed. He pioneered amore rigorous and quantitativeapproach to performance management,narrowed the firm’s practiceto focus on doing more profitablework for fewer, larger clients, andestablished a new executive committeeto help him implement hisstrategy—an operational templatethat would be mimicked by firmsthroughout the city.Chief among Angel’s goals atDLA is to solve the firm’s longrunningintegration issues; bolster“There will inevitably be areas of [DLA] that don’t fit, andTHERE MAY WELL BE INSTANCES WHERE IT’S BETTER FOR PEOPLE TO PARTcompany than trying to get oil and water to mix,” says Angel.its underweight corporate and financeofferings in London, Paris,and Germany; strengthen thefirm’s presence in Asia; and weedout the legacy clients and practicesthat are unwanted remnants of itsmerger-filled past.DLA’s international practice isthe cumulative result of a staggering31 mergers, acquisitions, andjoint ventures—21 of which havetaken place since 2000. Its vast networkspans 76 offices in 31 countries,and its army of 4,200 lawyersmakes it, by head count, the largestfirm in the world. (RevenuesFRIENDS WITH BENEFITSRopes & Gray profits from its connection to Mitt Romney.of $1.96 billion in fiscal year 2010were enough to place it third onlast year’s Global 100.)“We probably get too muchstick for this, but there’s no doubtthat we are still far too siloed,” saysone London-based DLA partner,who spoke under the conditionof anonymity. “After the merger,everything was about coming togetherto be one firm globally, butthat slowly faded away.Management absolutelyhates it when people labelus a franchise, but insome respects it’s a prettyaccurate description.”In fairness, DLA already has proceduresin place for its U.S. and internationalbranches to share costsrelating to joint initiatives, such asnew office launches and Angel’s loftysalary. The firm is also investigatingproposals to convert its U.K.–basedpartnership to the same all-equitymodel it operates in North America,and last spring its U.S. and internationalarms adopted their firsteverjoint strategy. The plan callsfor partners on both sides of theAtlantic to target the same leadingnational and multinational corporations—suchas Kraft Foods Inc. andPfizer Inc., which currently retainDLA in a range of areas—and towork for this select group of clientsacross a greater number of practiceareas and geographies.While Angel stresses that DLAis not looking to become anotherLinklaters, he nonetheless predictsthat it will begin to challenge themajor law firm players more regularlywhen it comes to premiumtransactional work. DLA co–CEONigel Knowles believes that it isalready doing much better on thisfront than many give it credit for,pointing to deals such as advisingBanco Santander on its €2.9 billion($3.8 billion) acquisition ofPolish financial institution BankZachodni WBK, and its representationof an Asian consortium onthe £5.8 billion ($9 billion) purchaseof EDF’s U.K. electricity distributionassets. (Both deals werecompleted in 2010.)But while it’s true that DLA isan increasingly common fixtureamong the upper echelons of theend-of-year deal rankings, a closerinspection of the data highlightsjust how far behind the firm iscompared to its competitors. DLAwas not present on any of the tenGES: MARK MAINZ (BEGLEY, JR.); JORDAN STRAUSS (FREEMAN); JON FURNISS (CLOONEY); DILLIP VISHWANAT (OLSON);JASON LAVERIS (LITHGOW); ANDY KROPA (SHEEN). CRAIG LASSIG/LANDOV (BOIES)largest M&A deals of 2011, andalthough it racked up 347 suchtransactions globally—more thanany other firm in 2011, accordingto Mergermarket Limited—theaverage size of those deals was just$167 million. Baker & McKenzie,which has arguably been moresuccessful in realizing DLA’s integratedservice mantra, had an averageM&A deal size of almost twicethat at $330 million.As DLA attempts to close thatgap, some partners—and potentiallyeven offices—may find that theirpractices no longer meet the grade.“There will inevitably be areasof the business that don’t fit, andthere may well be instances whereit’s better for people to part companythan trying to get oil andwater to mix,” says Angel. He insiststhat it is “far too early” to saywhether any regional bases arelikely to close as a result, addingthat “having offices in lower-costcenters can turn out to be a significantadvantage, if you manageit right.” But several current partners,who asked not to be named,say that a number of office locationsare under intense scrutiny.The spotlight is most stronglyfocused, they say, on Central andEastern Europe, which has seenother international firms withdrawfrom the market in recent years, aswell as on DLA’s extensive band ofregional U.K. offices—excludingLondon, the firm currently has fiveoffices in other English cities andanother two in Scotland. (Globalcochair Frank Burch insists thatthe firm’s network will continueto expand, however, adding thata host of new jurisdictions—includingCanada, South Korea, andMexico—are currently being consideredfor future office launches.)Clearly, Angel has his work cutout for him. “It’s a bit like a jigsawpuzzle,” Angel says. “Some ofthe pieces are missing, some aren’tquite the right shape, and othersprobably shouldn’t be in the box atall, but the important thing is thatwe’ve got an incredibly clear visionof what the finished picture shouldlook like. It’s my job to help put itall together.”In doing so, DLA may finally gofrom being a jumble of merged entitiesto an aligned business that’smore than just the sum of its parts.E-mail: cjohnson@alm.com.RecountMay 2008 TV8Sept. 2011 Stage reading8March 2012 Benefit readingED BEGLEY, JR. MORGAN FREEMAN GEORGE CLOONEYPortrayingDAVID BOIESIT WOULD BE A STRETCH to call it typecast-In early March, George Clooneying.and Martin Sheen were planning toplay David Boies of Boies, Schiller & Flexnerand Ted Olson of Gibson, Dunn & Crutcher,respectively, in a private reading from 8, aplay based on the fight over California’s banon same-sex marriage.This wasn’t the first time that actors havestepped in to play Boies and Olson. Last year,SEPARATED at BIRTH?Morgan Freeman (Boies) and John Lithgow(Olson) performed the same reading at theEugene O’Neill Theatre in New York. Andthree years earlier, Boies was portrayed byEd Begley, Jr., and Olson by Paul Jeans, inRecount, an HBO docudrama about the Bushv. Gore 2000 election battle. (Boies repre-sented Al Gore and Olson representedGeorge W. Bush.)Who’s next? Brad Pitt and RyanGosling?–MARY ELLEN EGANROPES & GRAY HAS HAD A LONGand fruitful relationship withBain Capital and its cofounder,Republican presidential hopefulMitt Romney. For more than 20years, Ropes has advised the privateequity and venture capitalfirm on a host of big acquisitionsand leveraged buyouts. Additionally,Ropes’s chairman, R. BradfordMalt, counsels Romney on avariety of personal and politicalmatters. Malt played a key rolein saving Bain & Company, theconsulting firm Romney joinedin 1977, from bankruptcy (BainCapital was spun off as a separatecompany in 1984). He alsohelped Romney stay on the Massachusettsgubernatorial ballot in2002 when Democrats challengedRomney’s residency. When Romneytook office the following year,Malt helped set up a blind trust toavoid potential conflicts of interest.Today, Ropes’s chair serves asthe trust’s trustee and tax plannerand operates in the same capacityfor the Romney family’s TylerCharitable Foundation.Here are some of the otherties that bind Romney, Bain Capital,and Ropes & Gray.HISTORIC DEALS: Bain purchaseda controlling interest in Domino’sPizza Inc. in 1998 for $1 billionwith Ropes partners Patrick Diazand David McKay advising. In2005 partner Alfred Rose representedBain, along with six otherprivate equity firms, in a $11.3billion leveraged buyout of Sun-Gard Data Systems Inc. In 2006Rose and David Chapin took thelead on Bain’s $26 billion acquisi-tion of Clear Channel CommunicationsInc., the largest U.S. radiostation owner, while Chapinpitched in on Bain’s $2.4 billiondeal for Dunkin’ Brands, Inc., theoperator of Dunkin’ Donuts. Thatsame year, partners R. NewcombStillwell and William Shieldshelped Bain and The BlackstoneGroup buy Michaels Stores Inc.for $6 billion.RECENT DEALS: Ropes partnersTsuyoshi Imai of Tokyo and MichaelNicklin of Hong Kong ledBain’s $2.1 billion acquisition ofJapan’s Skylark restaurant chainlast October. Nicklin and HongKong partner Brian Schwarzwalderadvised on the private equityfirm’s $1.3 billion purchaseof a majority stake in Australiansoftware giant MYOB Ltd. in August.Partner Craig Marcus waslead counsel for Bain’s $460 millioninitial public offering forDunkin’ Brands last July. AndStillwell took the lead for Bainwhen it bought The GymboreeCorporation in October 2010 for$1.8 billion.COMMON BONDS: Sean Doherty,formerly an associate at Ropes,joined Bain Capital as its firstin-house lawyer in 2005 and iscurrently its chief legal officer.Bain associate general counselMichael Butler is also a formerRopes associate. And EdwardConard, a former managing directorat Bain who retired in 2007,consulted with Ropes to set upa phantom company in order todonate $1 million to the RomneybackingSuper PAC Restore OurFuture last April. —Victor LiPAUL JEANSRecountMay 2008 TVPortraying TED OLSONJOHN LITHGOW8Sept. 2011 Stage readingMARTIN SHEEN8March 2012 Benefit reading16 March 2012 | americanlawyer.comThe American Lawyer | March 2012 17

BARTALKTouchdown!The Am Law firmsthat profited from theNFL and the playersunion negotiations.Now that the 2011 footballseason is behind us, thefour-and-a-half-month lockoutand the legal battle thatthreatened to scuttle theseason seem like a distantmemory. But it’s worthlooking at what the NationalFootball League PlayersAssociation (NFLPA) spenton lawyers and lobbyists inthe run-up to the collectivebargaining agreement (CBA)that was reached last July.Here’s a breakdown ofthe top Am Law 200 billersfor legal and labor-relatedmatters for the NFLPAbetween March 2010 andFebruary 2011.—Brian Baxter$3.1 MillionLATHAM & WATKINS$2.9 MillionDEWEY & LEBOEUF$948,983PATTON BOGGS$294,843GIBSON, DUNN & CRUTCHER$274,075WEIL, GOTSHAL & MANGES$258,663FULBRIGHT & JAWORSKITHE SCORESource: U.S. Department of LaborTHE NAME GAMEAmong law firms, there are increasingly fewer namepartners. Some firms, such as Squire Sanders (Squire,Sanders & Dempsey) and Locke Lord and Sedgwick(Locke Lord Bissell & Liddell and Sedgwick Detert Moran & Arnold), shorten their names for marketingpurposes. Regardless of the reason behind the cuts, it’s easy to forget that the names being sliced off werepeople who, in many instances, founded the firms or laid the groundwork for their current national and globalambitions. Below, a look at some partners whose names no longer grace their firms’ logos. —NATE RAYMONDJAMES DEMPSEYd. May 2, 1920FRANK LIDDELLd. July 16, 1964LEONARD JANOFSKYd. March 1, 2000After attending Harvard Law School, Janofsky struggled to find a job at the major Los Angeles law firms because of stillprevailinganti-Semitism. He taught celestial navigation to pilots in Brazil during World War II, then joined up with Lee Pauland Robert Hastings to form what was initially called PAUL & HASTINGS in 1951. Janofsky’s name landed on the mastheadin 1962. Janofsky represented management for clients including the Los Angeles Times and Union Oil Company of California—inunion negotiations. In 1979 Janofsky became the first labor lawyer to head the American Bar Association.GUNTHER DETERTd. August 13, 1994WILLIAM SANDERSret. December 31, 1999NOWSQUIRE SANDERSEffective: Jan. 1, 2012NOWLOCKE LORDEffective: Sept. 27, 2011NOWPAUL HASTINGSEffective: July 22, 2011NOWSEDGWICKEffective: March 31, 2011HUSCH BLACKWELLEffective: Aug. 30, 2010BEFORESQUIRE, SANDERS & DEMPSEYAfter just one year of studying law, Dempsey took a full-time job at what had been his summer employer, Cleveland’s ESTEP,DICKEY & SQUIRE. In 1890 he and partner Andrew Squire left the firm to set up Squire, Sanders & Dempsey with JudgeWilliam Sanders. Over the next 30 years, Dempsey focused largely on corporate work, taxes, and estates. At the dawn of thetwentieth century, he and Squires represented street railways owner Marcus Hanna, an industrialist turned U.S. senator.The firm consolidated the railways into the Cleveland Railway Company, which the city later took over during World War II.BEFORELOCKE LORD BISSELL & LIDDELLAfter serving in World War I, Liddell returned to his adopted home of Houston in 1919 and landed a job as an associate atHUGGINS & KAYSER, a Locke Lord predecessor. A year later the partners added his name to the door. He gained a regularclient in Houston Chronicle owner Jesse Jones after defending the paper in a libel lawsuit over an article about a doctoraccused of murdering a young woman. The doctor lost the suit and went to prison for perjury. Liddell also served as generalcounsel for El Paso Natural Gas Company and The National Bank of Commerce, now part of JPMorgan Chase & Co.BEFOREPAUL, HASTINGS, JANOFSKY & WALKERBEFORESEDGWICK DETERT MORAN & ARNOLDDetert joined SEDGWICK in 1941, when it was called KEITH & CREEDE. Detert was the relationship partner on one ofSedgwick’s largest clients, the Government Employees Insurance Company (GEICO). Considered a generalist, he alsohandled estate planning for several prominent San Francisco families. A spokesperson called him “the firm’s residentviticulturist”: Detert acquired a vineyard in 1953 and became a founding member and president of the CaliforniaVintage Wine Association. Today, his grandsons operate Detert Family Vineyards.BEFOREHUSCH BLACKWELL SANDERSAfter joining Husch Blackwell predecessor CALDWELL, DOWNING, NOBLE & GARRITY in Kansas City in 1945, Sandersdefended clients such as Firestone Tire & Rubber Company and the Dow Chemical Company in more than 500 jury trialsthroughout the country. He has since retired, spending most of his time at his ranch in eastern Kansas.FOTOLIA (FOOTBALL PLAYER); WILLIAM RIESER18 March 2012 | americanlawyer.com© 2012 K&L Gates LLP. All rights reserved.

BARTALKCOMING HOME TO ROOST?Law firms have evaded blame from companies harmed during the financialcrisis. But that may be changing.THE GAME OF WHO’S TOblame for the complexfinancial instruments thathelped create the global financialcrisis has been under way for justover four years now. Banks, regulators,rating agencies, and individualshave all taken their turns on thehot seat. Law firms, on the otherhand, have largely escaped scrutiny.But that could be changing.During the last week of January,two law firms found themselveson the receiving end of complaintsover their involvementin financial transactions that unraveledduring the recession. OnJanuary 25 Orrick, Herrington& Sutcliffe was slapped with amalpratice suit by a Dallas-basedinvestment company over lossesfrom a collapsed loan deal. Andfive days later Greenberg Traurigwas sued by an investor in a nowbankruptprivate mortgage brokerand real estate loan provider.In the Orrick lawsuit, whichwas filed in Texas state court,Highland Financial Partners andits affiliates allege that the firmacted negligently in a 2008 multimillion-dollarcollateralized debtobligation (CDO) transaction betweenHighland and The RoyalBank of Scotland. (Full disclosure:RBS is an investor in the parentcompany of The American Lawyer.)Highland had hired Orrick to reviewtwo amendments that weresupposed to extend the deadline toclose the CDO transaction. Highlandalleges in its complaint thatOrrick failed to tell the companyabout a provision of the deal thatallowed RBS to cancel the agreementat any time. Highland claimsthat it had paid nearly $65 millionto extend the negotiations ofthe deal, but RBS terminated theagreement in October 2008. Orrickdenies any wrongdoing.Greenberg Traurig is beingsued for fraud and breach of fiduciaryduty in California statecourt in a class action suit broughtby David Nolan, who, along withother investors, lost a collective$700 million through now-defunctmortgage broker RE Loans, LLC.The complaint alleges that GreenbergTraurig helped secure a loanfrom codefendant Wells FargoCapital Finance that would hideRE Loans’s losses from a portfolioof loans that fell into defaultand foreclosure, even though thefirm knew that RE Loans’s agreementwith its investors barred thebroker from taking on third-partydebt. Nolan further alleges thatthe defendants advanced the allegedcover-up by forming a newinvestment vehicle that was usedto solicit new capital from existinginvestors to conceal the broker’scash flow problems. GreenbergTraurig says it “acted properly andin no way wrongfully.”While it’s too soon for the Orrickand Greenberg Traurig suitsto have gained traction, the suitsare not without precedent. In NewYork state court, Nomura AssetCapital Corporation, a Japanesesecurities company, has been waginga five-year malpractice battleagainst Cadwalader, Wickersham& Taft. Nomura sued Cadwaladerin 2006, accusing the firm ofbotching a 1997 assignment toadvise Nomura on the originationand securitization of 156commercial loans in a fund worth$1.8 billion. (Cadwalader signeda tolling agreement that prolongedthe statute of limitations.)The most significant claims stemfrom a $50 million loan made toa hospital that fell into default in2000. Cadwalader, acting as Nomura’scounsel, had asserted indocuments that this loan qualifiedfor special tax treatment as a RealEstate Mortgage Investment Conduit(REMIC). Nomura later discoveredthat the loan didn’t meetthe REMIC requirements. Whenthe hospital defaulted, the fundtrustee sued Nomura over theloan’s REMIC qualification. Aftersettling with the trustee, Nomurathen sued to recover the moneyfrom Cadwalader. The suit hassurvived a motion to dismiss anda motion for summary judgmentfiled by Cadwalader’s counsel atCravath, Swaine & Moore.In the end, however, it mayturn out that the plaintiffs in thesesuits have little legal ground tostand on. While the laws governingsecurities fraud can vary fromstate to state, it’s tough to hold lawfirms liable for soured financialproducts and transactions becausefirms base their opinions on factsthey receive from their clients,says Jonathan Macey, a corporateand securities law professor atYale Law School. “If the facts ona document are wrong, that’s theclient’s fault,” Macey says. “Whathas to be shown is that the lawfirm is doing more than just paperingthe transaction. It has tobe directly involved in piecing thedeal together.” —CLAIRE ZILLMANThe power of togetherCITATIONS“One is a practicing polygamist, and he’s not even the Mormon.”—Retired U.S. Supreme Court justice SANDRA DAY O’CONNOR jokingabout the difference between Republican presidential candidatesMitt Romney and Newt Gingrich in a speech at the Alfalfa Club.Above The Law, February 3.“Abandoned by counsel, Maples was left unrepresented at acritical time for his postconviction petition . . . no just system wouldlay the default at Maples’s death-cell door.”—JUSTICE RUTH GINSBURG, in a Supreme Court ruling abouta death row inmate who had been represented by lawyersfrom Sullivan & Cromwell. The National Law Journal, January 18.“Picture a law written by James Joyce and edited bye.e. cummings. Such is the Medicare statute, which has beendescribed as ‘among the most completely impenetrable textswithin human experience.’ ”—A memorandum opinion, issued by the U.S. districtcourt for the District of Columbia in Catholic Health Initiativesv. Kathleen Sebelius, January 30.WILLIAM RIESER20 March 2012 | americanlawyer.com

IT COULD HAPPEN AGAINTony Valukas, the Lehman Brothers examiner, on the continuing lack of oversight for financial institutions.BARTALKRYAN ROBINSONTwo years ago, Anton Valukas issued a 2,200-page report that laid bare the accountinggimmicks that hid Lehman Brothers Holding, Inc.’s shaky finances. Valukas, the chair ofJenner & Block, had been hired 14 months earlier as the examiner in the bankruptcy of the158-year-old former financial industry stalwart. Since then, class action settlements totaling$515 million, including $90 million stemming from a suit against Lehman’s directorsand officers, have been reached. And although the New York attorney general is pursuingfraud claims against Lehman’s auditor, Ernst & Young, the Securities and Exchange Commissionhasn't filed any charges against any individuals in connection to Lehman's collapse. Senior reporterDrew Combs caught up with Valukas to get his take on the fallout from the examiner’s report and efforts toreform the financial services industry.Are you disappointed that in theaftermath of your report, the Securitiesand Exchange Commissionhasn’t brought any claimsagainst Lehman executives andothers whose actions were scrutinizedin the report? No. Ourrole as examiner was not to findvillains or lay the foundationsfor lawsuits. There was informationthat caused us to concludethat there were colorable claimsthat the company’s financialstatements were misleading.Whether the SEC thinks there isa claim worth bringing is somethingit will have to decide.About four months after yourreport was released, the Dodd-Frank Wall Street Reform andConsumer Protection Act wassigned into law. Are you satisfiedwith the pace and amountof reform that has taken place?I have not been satisfied withreform [of the financial servicesindustry]. Dodd-Frank has setup a framework for reform, butit is not clear that those regulationsare going to have anyteeth. There is a battle goingon in which certain interests areattempting to prevent meaningfulreform. What happened inLehman Brothers could happenagain.The SEC has proposed a rule thatwould require companies to provide“a comprehensive explanationof short-term borrowing.”What are your thoughts on this?Requiring a comprehensive explanationand disclosure withrespect to short-term borrowingwould certainly be one positivestep. Many of the instrumentsand accounting maneuvers involvingshort-term borrowing,especially those used by Lehman,were not well understood.This opaqueness allowed themto make a lot of money becausethey could take enormous riskswithout being held accountableby investors. But when it cametime to put a real value on theseassets, which is what happenedat Lehman, there is only uncertainty.And uncertainty leadsto flight. You have a run on thebank. Without clear and conciseregulation you can’t preventthese things from happening inthe future, and the least effectiveway to deal with these things isto bring litigation after the fact.When the Monday morningquarterbacking starts, it's alreadytoo late.As U.S. attorney for the NorthernDistrict of Illinois from 1985 to1989, you oversaw high-profileinvestigations, including lookinginto judicial corruption in CookCounty. Were there any similaritiesbetween composing theLeh man report and major corruptioninvestigations? Lehmanwas similar to some investigationsin that once you start lookinghard, you’re surprised by thedepth and extent of the behavior.It has also been my experienceas a federal prosecutor thatonce the tide goes out, you seewho’s swimming without trunks.If we had not had the financialcrisis, what was happening atLehman would never have becomepublic record.How do you compare your reportto that of the FinancialCrisis Inquiry Commission’s January2011 report, which not onlypointed to excessive risk in explainingLehman’s collapse, butalso looked at the underlyingfinancial crisis? -formation to them, but we werelooking at two different things.They were looking at macro andwe were looking at micro. Lehmanfailed because of what washappening in the economy, butalso because they made decisionsto take on enormous risk in an effortto make money. There weremarket forces at play, but [Lehman]bet wrong.Some commissions and agencieshave concluded that repurchaseagreements like Repo 105 usedby Lehman and other accountingsleights of hand weren’t widespreadin the financial services industry.Was Lehman an anomaly?After the report was filed, theSEC demanded financial institutionstell it about transactionsthat altered the balance sheet atquarter-end. Published reportsindicate that a few firms reliedon transactions similar to Repo105 to adjust balance sheets.Lehman used Repo 105 in hugeamounts, up to $50 billion. In thelast quarter of 2007 and the firsttwo quarters of 2008, these accountinggimmicks had a materialimpact on [Lehman’s] leveragenumbers. Billions of shares weretraded on this misinformation. Seven years on the A-List.– The American Lawyer

BARTALKFor more on new partners, go to americanlawyer.comTIMING IS EVERYTHINGPartner promotions are up over last year, but women struggle to gain ground.LIKE MANY OF HIS LAWfirm peers, attorney ColinKemp had his sightsset on making partner when hejoined Pillsbury Winthrop ShawPittman’s life sciences and technologygroup straight out of lawschool. In January, ten years afterhe began his legal career, Kempreceived that long-sought-afterpromotion.Kemp is one of the 1,236 associatesand counsel to make partnerat 128 Am Law 200 firms asof February 1. And while thereare some positive aspects to thisyear’s elevation process—overall,the number of lawyers namedto partner has inched up sincelast year—there are also a fewsour notes. Women continue tobe promoted at lower rates thanmen, and, regardless of gender,the amount of time it takes tomake partner appears to be longerthan it used to be.Of the firms reporting on newpartner promotions, the overallnumber of partners named was 5percent higher than the previousyear, but a third of firms namedfewer partners than they did in2011. Among those with largerpartner classes this year, EpsteinBecker Green showed the mostgrowth. The firm elevated eightlawyers this year, compared to justone last year. Schulte Roth & Zabeland Wachtell, Lipton, Rosen& Katz, which both took a year offfrom promotions in 2011, got backin the game with four and threepartner elevations, respectively.Not surprisingly, the firms withthe most lawyers tended to namethe most new partners. Jones Day,which has 2,500 lawyers, named45 new partners (up from 36 lastyear); Mayer Brown,with 1,650 lawyers, promoted39 attorneys (upfrom 36); and HoganLovells, with its 2,350-lawyer force, elevated 35 new partners(down from 36 in 2011).In the 2012 class, women accountedfor nearly one-third ofthe 1,236 promotions, with somefirms doing a better job of elevatingwomen than others. Nineteenfirms—including Haynes andBoone (with nine new partners) andIce Miller (eight new partners)—didn’t promote any female associates.Overall, just 20 percentof the firms had new classes thatwere at least half women. One ofthose firms, Choate Hall & Stewart,promoted only women, albeitwith a class size of two. And JonesDay promoted the greatest numberof women, 15, which was exactlyone-third of its 45-lawyer class.While most firmsdon’t have a formal policyabout the number of yearsit takes to make partner, manyconcede that it typically takes atleast seven or eight years before anassociate can even be considered.But for this year’s crop, the waitwas substantially longer. An analysisof a sampling of 650 membersof the new partner class found thatit took an average of ten-and-a-halfyears before they were promoted.Now that the wait is over, newpartners like Kemp are ready forthe challenges that come with theposition. “The last couple months,a lot of folks have asked me,‘Now do you get to go on a tripto Hawaii and relax?’” Kemp says.“The answer is unequivocally no.”—SARAARANDAZZOWILLIAM RIESERWe are honored to be named Litigation Department of the Yearfor the second time in a row and would like to thank our clientsfor making it possible. We appreciate your trust and consider it aprivilege to work with you.“ First Republic Securities has the knowledgeand integrity to serve our investment needs.They serve us well.”ANDREW GIACOMINIManaging Partner/CEOHanson Bridgett LLPJOAN CASSMANHead of Government SectionHanson Bridgett LLPTERESA PAHLHead of Corporate & Business SectionHanson Bridgett LLPThank you.PRIVATE BANKING PRIVATE BUSINESS BANKING WEALTH MANAGEMENT(800) 392-1400 or visit www.firstrepublic.comNew York Stock Exchange Symbol: FRCBrokerage services provided through First Republic Securities Co., LLC. Member FINRA/SIPC.Investment products are not FDIC insured, carry no bank guarantee and may lose money.

BARTALKMADDENINGLYREALA legal scholar’s take on the boozy television drama Mad Men.Former solicitor general WALTER DELLINGER has a full docket these days: The O’Melveny & Myerspartner heads a Harvard/O’Melveny Supreme Court and appellate practice clinic, and is a visitingprofessor of law at Harvard Law School. But there is one evening already blocked out on Dellinger’scalendar: March 25, the season five premiere of Mad Men, a TV show about New Yorkadvertising executives in the 1960s. An avid fan since its 2007 debut, Dellinger led a blog discussionof the show’s fourth season for The Wall Street Journal. Senior reporter Amy Kolz spoke withDellinger about life during the Mad Men years, and his expectations for the upcoming season.You began your law career duringthe Mad Men era. What do you thinkis most realistic about the show’sportrayal of the time? I think theshow is at its best when it dealswith the changing gender roles inthe 1960s. It does a wonderful jobof showing [through the charactersof copywriter Peggy Olson and of-fice manager Joan Harris] the tensionsthat arose between the veryfirst women who were in professionalroles and their predecessors,women who had been confined tosecretary and staff roles. In 1965I was a law clerk at Paul, Weiss,Rifkind, Wharton & Garrison onMadison Avenue, and my wife,Anne, was a technical editor at aninsurance company in Manhattan.We’re constantly struck over howaccurately the show conveys thosenuances. Mad Men also shows a1960s world of closeted homosexualityand casual anti-Semitism,and gets those just right too.What about the show’s copiousdaytime drinking? Did you encounterthat as a young associate? It’shard to describe how extraordinarythe world of law practice [inthe 1960s] was to someone whogrew up relatively poor in NorthCarolina. I was very struck by thefact that it was quite common forpeople to drink a good bit at lunchat a fancy restaurant.Where, if anywhere, does the showfall short? The most serious criticismof the show is that while ittakes a stance of disapproving ofthe benighted ways of that era, italso undeniably takes great pleasurein portraying them. Oneweakness is that the show doesn’tquite know what to do about race,but I don’t think the world of MadMen quite knew what to make of[changing race relations] either,so maybe that’s accurate. Theshow’s weakest link is probablyits portrayal of the rising counterculture,which tends to be a morecartoonish version.What are you most looking forwardto in the upcoming season? Thecontinuing saga of Don Draper’sself-invention is always interesting,and the question that always lurksover the show, is whether he willbe able to escape his past. And itwill be fascinating to see what thefuture holds for Peggy and Joan,who both have shown the enormousprice that women had topay to be successful. Although theshow is called Mad Men, in someways the most interesting aspect iswhat’s going on with the women. MAKE YOUR MARKON THE CANADIAN LANDSCAPE.Looking for a full-service law firm to navigate your business interests north of the border? As Canada’s largest law firm,Borden Ladner Gervais LLP’s (BLG) government contracting professionals will help you realize your business goals andensure there are no barriers to your Canadian success.Not only has BLG been recognized as a Go-To Law Firm ® of the World’s Leading Companies for five straight years, butwe also have the most lawyers selected by their peers in the 2012 edition of The Best Lawyers in Canada. ®AN ILTA EVENT IN ASSOCIATION WITH LEGALTECH, A DIVISION OF ALMCalgary | Montréal | OttawaToronto | Vancouver | Waterloo RegionLawyers | Patent & Trade-mark AgentsBorden Ladner Gervais LLPis an Ontario Limited Liability Partnership.blg.comGo-To Law Firm ® is a registered trademark of ALM Media, LLC. Used with permission. The Best Lawyers in Canada ® 2011(Copyright 2010 by Woodward/White, Inc., of Aiken, S.C.)

BARTALKTHE NEXT SILICON VALLEY?Technology deals are heating up the Seattle legal market.DOUBLE DOWN INTERACtiveLLC was founded in2010 with financing froma single angel investor. Less thantwo years later, the Seattle-basedcompany’s virtual casino was oneof the top four social media gamesas rated by Facebook. It was soldin January to Nevada-based IGTin a deal worth up to $500 million.The growth trajectory was “astonishing,”says Stuart Campbell,a Davis Wright Tremaine partnerwho represented Double Down.Seattle’s technology market,while not as frothy as the one inthe valley 700 miles south in California,is enjoying its own revival,and both local law firms and outof-townersare benefiting.Bellwether technology companiesare thriving. Seattle’s DavisWright and Perkins Coie areamong Microsoft’s ten preferredlaw firms, and Amazon uses suchfirms as Stoel Rives, K&L Gates,and K&L split-off PacificaLaw Group for locallitigation. Thesecompanies also spinoff engineers andexecutives who formtechnology start-upsthat need corporatelegal advisers.“In the last 18 monthswe’ve seen a major uptick ingrowth of major companies andstart-ups,” says Dan Waggoner,the head of Davis Wright’s communications,media, and informationtechnology practice. “Iwouldn’t say it’s going crazy, butthere’s definitely an uptick.”One area that seems especiallyhot is gaming. In July, Seattle’sPopCap games, represented by aSeattle-based DLA Piper team, wasIn The MARKETacquired by Electronic Arts for $1.3billion in cash, stock, and earnouts.A month later, SonyComputer Entertainmentbought Bellevue-basedSuckerPunch Productionsfor an undiscloseda m oun t . Suck e rPunch was representedby the Law Officesof David Rosenbaum inSouthern California and Seattle’sKarr Tuttle Campbell.“In a lot of ways the PugetSound area has emerged in thelast year as the most dynamic,significant technology center” af-ter Silicon Valley, says Microsoftgeneral counsel Brad Smith. Hesees it challenging Boston, Austin,and the Research Triangle area fornumber two status. Microsoft itselfcounts 315 in-house lawyers inWashington, making it the biggestprivate sector employer of lawyersin the state.Stephen Graham, the managingpartner of Fenwick & West’s Seattleoffice, says he’d like to see moreprivate companies remain in thearea as independent concerns. Grahamis cochair of the Securities andExchange Commission’s committeeon small and emerging companies.The committee is lookingfor ways to help private companiesraise capital and comply with regulationsthat sometimes force themto give up their independent statusprematurely. “There’s a lot to besaid for the [Seattle] area,” Grahamsays. “We certainly see ourselvesexpanding over the years becauseas the economy turns around andthe regulation gets straightenedout, the area will be poised for explosivegrowth.” —SCOTT T GRAHAMHAISAM HUSSEINandWage and Hour Class Actions: Successfully Navigating thePretrial ProcessIntellectual Property Rights for the Entertainment Industry42 States.100 Practice Areas.750 Courses.Rock it, baby, atCLECenter.com.ONLY GERMAN ENGINEERS ARE AS ADEPTAT MERGING POWER WITH STABILITY.NO ONE IS BETTER EQUIPPED THAN THE MCKINLEY GROUP TO INTRODUCE POWERFUL SENIOR PARTNERSand groups to the most successful and stable law firms worldwide. With 25 years of experience, we know the firms thatoffer growth, stability and the highest financial rewards. It’s no wonder partners and groups who are considering newopportunities look to us to learn who they should be talking to.Environmental Compliance: What Every Real Estate LawyerNeeds to Know — Now1-866-565-7800 mckinleygroup.com

You’ve met ourProduct Liability Practice.BIGDEALS…33Zynga goespublic, UnitedRentals makes apurchase, and EastmanChemical buys Solutia.To find out which law firms are landing new matters, go to The Work at americanlawyer.comNow, let us introduce you to ourIntellectual PropertyLawyersClass ActionExpertsEnvironmentalTeamEmploymentLitigationGuruseDiscoveryExpertsGovernmentEnforcementPracticeBIGSUITS…39The FDIC mustreimburse shareholdersof a bankseized in 1992, and DaiichiSankyo settles with the feds.BIGCANADIANDEALS…47Chinese, Polish,and U.S. buyersmake deals foroil sands, copper,and natural gas processing.$5.9 millionPrepetition bankruptcyfees and expenses billed toHostess Brands, Inc., byJones Day, March 31, 2011–January 10, 2012Data: U.S. bankrupcty court filing“We did facesome headwind.”—Davis Polk & Wardwell’sLawrence Portnoy, on how afederal district court judge at firstprovisionally denied his summaryjudgment motion in a class actionagainst client Credit SuisseGroup AG.AntitrustTeamPublic PolicyGroupReal EstateLawyers475 lawyers, 40 practices, 9 offices, one mission:Bringing innovation to litigation strategies and legal budgets.Meet them all at www.shb.com.The American Lawyer has named Shook, Hardy & Bacon its 2012 Product LiabilityLitigation Department of the Year, marking the third consecutive time the firm hasbeen recognized in this biennial competition.www.shb.comDEALMAKERIN THE SPOTLIGHTWhen aconsortiumled bySumi tomo Mitsui BankingCorporation bid $7.3 billionfor the airplane-leasing unit ofThe Royal Bank of ScotlandGroup plc, it turned to airlinefinance lawyers at Milbank,Tweed, Hadley & McCloy.So did three other bidders.“In this space, there justaren’t that many [firms],” saysMilbank’s Roland Hlawaty,who handled Sumitomo’ssuccessful bid. (Because ofinternal “walls,” he does notknow who the other bidderswere.) Sumitomo is a longtimefirm client, but this isHlawaty’s first time representingthe bank: “I guess Iwas lucky enough to get onthe winning team.”—TOM HUDDLESTON JR.LITIGATORIN THE SPOTLIGHTFor Credit Suisse Group AGcounsel Lawrence Portnoyof Davis Polk & Wardwell,it was the end of a long campaign. Ten yearsago, Credit Suisse was hit with 14 class actions,after e-mails and other evidence suggestedthat the bank’s analysts had produced overlyrosy reports to land business from the companiesthey tracked. But the last of those casesdisappeared in January, when a federal districtcourt in Boston granted summary judgmentto Credit Suisse and four individuals, endinga shareholder fraud suit by AOL-Time Warner,Inc., investors. The crux of the successfulCredit Suisse defense: loss causation. “Even ifyou put aside the content of the e-mails andreports, we thought we could prove there wasno market impact,” Portnoy says. Of the other13 cases, 11 were dismissed or won by thecompany on summary judgment; the other twosettled for small amounts.—SUSAN BECKGENEVA | HOUSTON | KANSAS CITY | LONDON | MIAMI | ORANGE COUNTY | SAN FRANCISCO | TAMPA | WASHINGTON, D.C.The choice of a lawyer is an important decision and should not be based solely upon advertisements.PHOTOGRAPH BY MATTHEW FURMANThe American Lawyer | March 2012 31

ANNE LUNSFORD / OWNERANNE F. LUNSFORD, P.A.MEDICAL MALPRACTICE ATTORNEYSINCE 1997 3 EMPLOYEESTo find out who is the dealmaker of the week, go to americanlawyer.comZynga IPOSTAYINGIN MOTIONCHALLENGE: Anne’s law practice had a steadycaseload, but only one attorney: herself. That meantjuggling multiple cases along with monthly payrolland bills. She needed help managing her cashflow — and a bank that could keep up.SOLUTION: Anne had the Cash Flow Conversationwith her PNC banker, who put his detailed knowledgeof the legal profession to work. Together, they setup a PNC Professional Services Checking accountwith Online Banking. Anne was now able to see herfull financial picture 24/7, even while on the go.Plus a line of credit helped cover research fees andexpenses leading up to her trial dates.ACHIEVEMENT: Anne’s practice now has the financialresources and support she needs to keep it movingforward, and Anne has the peace of mind to giveevery case her undivided attention.TO WATCH ANNE’S FULL STORYscan this code or go to pnc.com/cfoand see how The PNC Advantage forProfessional Services can help solveyour business challenges, too. Call1-877-535-6316 or visit a PNC branch to start yourown Cash Flow Conversation today.ACCELERATE RECEIVABLESIMPROVE PAYMENT PRACTICESZynga Inc. went public on December 16 in the largest initialpublic offering by a technology company since that ofGoogle Inc. in 2004. Zynga develops online games suchas CityVille, FarmVille, Mafia Wars, and Words With Friends.The company offered 100 million shares at $10 each in one of themost anticipated tech IPOs of last year along with the debuts ofLinkedIn Corporation [Big Deals, July 2011] and GroupOn, Inc.[Big Deals, January].Zynga stock opened at $11 a share on the first day of trading onNasdaq but closed at $9.50 and continued to struggle in the weeksthereafter, falling as low as $7.97. It closed at $10.60 on February 1,which gave it a market value of $7.4 billion.FOR ISSUER ZYNGA INC.(SAN FRANCISCO)In-House: General counsel ReggieDavis, deputy general counselKaryn Smith, and senior corporatecounsel Devang Shah.Cooley: Corporate: KennethGuernsey, Eric Jensen, JohnMcKenna, David Peinsipp, PeterWerner, and associates AmandaBusch, Matthew Roberts, andElizabeth Zeratsky. Executivecompensation and benefits: WendyDavis and associate Ashlie Lawton.Tax: Mark Windfeld-Hansen.(All are in San Francisco exceptfor Jensen, McKenna, Davis, andWindfeld-Hansen, who are in PaloAlto, and Lawton, who is in Reston,Virginia.) Cooley had previously donework for Zynga. Smith was a Cooleypartner from 1992 to 2002.FOR LEAD UNDERWRITERS MORGANSTANLEY (NEW YORK) AND GOLDMAN,SACHS & CO. (NEW YORK)Ropes & Gray: Corporate: BrianErb, Keith Higgins, and associatesMeredith Connolly andRachelle Soderstrom. Intellectualproperty: Edward Black, DavidMcIntosh, and associate AdinnaSmith. (All are in Boston except forErb, Connolly, and Soderstrom, whoare in San Francisco.) Erb representedZynga in 2010 when the companyacquired social gaming developersNewtoy, Inc., and Conduit Labs, Inc.—David MarcusEastman Chemical /SolutiaEastman Chemical Companyagreed to acquireSolutia Inc. for $3.4 billionin cash and stock on January27. Eastman will pay $22 in cashand 0.12 shares for each Solutiashare, which values the targetat $27.65 per share, a 42 percentpremium over its closing priceon January 26. Eastman will alsoassume $1.3 billion in Solutiadebt, giving the deal a total valueof $4.7 billion.Solutia produces specialtychemicals used in the automotiveand construction industries.Spun out from MonsantoCompany in 1997, Solutia filedfor Chapter 11 six years laterbecause of liabilities assigned toit in the spin-off and emergedfrom bankruptcy protectiononly in 2008.Eastman and Solutia hopeto close the deal in the middleof the year pending approvalsfrom regulators and targetshareholders.FOR ACQUIROR EASTMANCHEMICAL COMPANY (KINGSPORT,TENNESSEE)In-House: Chief legal and administrativeofficer Theresa Lee andassociate general counsel DavidGolden.Jones Day: M&A: Bryan Davis,William Rowland, LizanneThomas, William Zawrotny,and associates Justin Hitchcock,James Hsiung, Rebecca Smith,and K. Scott Voelker. Capital mar-kets: Mark Hanson and of counselNeil Simon. Banking and finance:Robert Graves and of counselTodd Roach. Employee benefitsand executive compensation: TravisDeHaven, Rory Lyons, andassociate Nicole Adolphus. Tax:Jerry Smith. Antitrust: J. BruceMcDonald. Government regulation:of counsel Charles Perry. (All arein Atlanta except for Graves, who isin Chicago, and McDonald, who is inWashington, D.C.) Rowland representedEastman last year on its $100million purchase of Sterling Chemicals,Inc., and in 2006 on the $255million sale of its polyethylene andepolene polymer unit to WestlakeChemical Corporation.Richards, Layton & Finger: Corporate:C. Stephen Bigler. (He is inWilmington.)FOR TARGET SOLUTIA INC.(ST. LOUIS)In-House: General counsel PaulBerra III and assistant generalcounsel Miriam Singer.Kirkland & Ellis: Corporate: DavidFox, William Sorabella, andassociates Richard Brand, LauraSullivan, and Jessica Woolf.Debt finance: Ashley Gregoryand Christian Nagler. Executivecompensation: Scott Price. Competition:Marimichael Skubel. (Allare in New York except for Skubel,who is in Washington, D.C.) Richard“Rick” Cieri and JonathanHenes, who led Kirkland’s representationof Solutia in its Chapter11 restructuring, introduced Fox toSolutia CEO Jeff Quinn.Solutia filed for bankruptcy in 2003and emerged from Chapter 11 in 2008.FOR SOLUTIA BOARDFaegre Baker Daniels: Corporate:INVEST EXCESS CASHLEVERAGE ONLINE TECHNOLOGYENSURE ACCESS TO CREDITThe person pictured is an actual PNC customer, who agreed to participate in this advertisement. Anne F. Lunsford, P.A.’s success was due to a number of factors, and PNC is proud of its role in helping thecompany achieve its goals. All loans are subject to credit approval and may require automatic payment deduction from a PNC Bank Business Checking account. Origination and/or other fees may apply.Bank deposit products and services provided by PNC Bank, National Association. PNC and ACHIEVEMENT are registered marks of The PNC Financial Services Group, Inc. (“PNC”). BBK-6909 ©2012 ThePNC Financial Services Group, Inc. All rights reserved. PNC Bank, National Association. Member FDICERIC JENSENCooleyKEITH HIGGINSRopes & GrayWILLIAM ROWLANDJones DayDAVID FOXKirkland & EllisFRANK AQUILASullivan &CromwellARIEL DECKELBAUMPaul, WeissDOUGLAS WARNERWeil, GotshalThe American Lawyer | March 2012 33

When it comes to eDiscovery less is MORE:DEALS IN BRIEF / M&ATechnically SpeakingLast year was a good one for M&A in the technology sector, which saw 137 deals of $100 millionor more worth a total of $106 billion, according to Dealogic. Those figures easily outpacedthe previous three years, and the activity was spread across a variety of market segments.Competition between Apple Inc. and Google Inc. for patents related to smartphones led to a bidding war in a bankruptcyauction for 6,000 patents and patent applications owned by Nortel Networks Inc. [Big Deals, September 2011]. Apple teamedwith EMC Corporation, Microsoft Corporation, Research in Motion Limited, and Sony Corporation to win the assets with a$4.5 billion bid. Google responded seven weeks later by agreeing to pay $12.5 billion in cash for Motorola Mobility Holdings,Inc. [Big Deals, October 2011].The year’s largest software deal came on August 17, when Hewlett-Packard Company agreed to buy Autonomy Corporationplc for $10.8 billion in cash [Big Deals, October 2011]. Texas Instruments Incorporated struck the year’s largest chipdeal when it agreed to pay $6.5 billion in cash for industry rival National Semiconductor Corporation on April 4 [Deals inBrief, June 2011], and on September 12 Broadcom Corporation agreed to pay $3.7 billion in cash for rival semiconductormanufacturer NetLogic Microsystems, Inc. [Big Deals, November 2011]. We feature another chip merger in this month’sDeals in Brief column.In the cloud computing space, Oracle Corporation agreed on October 24 to pay $1.5 billion for RightNow Technologies,Inc., a Web-based provider of customer service software [Big Deals, January]. Oracle’s business software rival SAP AGhopes to increase its presence in the cloud with the purchase of SuccessFactors, Inc., which is the other deal in this month’scolumn. SuccessFactors used Gordon Davidson and Jeffrey Vetter at Fenwick & West, who landed a much bigger prize onFebruary 1: a spot as issuer’s counsel on the planned IPO of Facebook, Inc., one of the most eagerly awaited debuts ever ona U.S. exchange.—David Marcus10 efficientPredictive Coding from RecommindmoreLam ResearchNovellusLam Research Corporation agreed to pay$3.3 billion in stock for rival semiconductormanufacturer Novellus Systems, Inc.,after the stock market’s close on December14. The deal came at a 28 percentpremium to Novellus’s closing price thatday. The parties hope to close the deal inthe second quarter of 2012 pending approvalsfrom regulators and both sets ofshareholders.LAM RESEARCH CORPORATION(FREMONT, CALIFORNIA)Jones Day: Timothy Hoxie andDaniel Mitz.NOVELLUS SYSTEMS, INC. (SAN JOSE)Morrison & Foerster: Brandon Parrisand Robert Townsend.SAPSuccessFactorsSAP AG agreed to pay $3.4 billion in cashfor cloud-based employee managementsoftware company SuccessFactors, Inc.,on December 3. The German softwarecompany will pay $40 per SuccessFactorsshare, a 52 percent premium to the target’sDecember 2 closing price. The companieshope to close the deal in the first quarterpending approvals from regulators andSuccessFactors shareholders.SAP AG (WALLDORF, GERMANY)Allen & Overy: Peter Harwich, Hans-Christoph Ihrig, and Jennifer Kwong.Jones Day: Daniel Mitz.SUCCESSFACTORS, INC. (SAN MATEO, CALIFORNIA)Fenwick & West: Gordon Davidsonand Jeffrey Vetter.Morrison & Foerster: Intellectual property:Tessa Schwartz.RECOMMINDTHE NEXT-BEST SYSTEM(and up to 50x more efficient than other approaches)presents:Register TODAY!Call 212.457.7905Email: register@almevents.comwww.americanlawyer.com/businessRecommind’s Axcelerate eDiscovery with patentedPredictive Coding is the clear winner in the eDiscovery race.May 1-2, 2012 | The Harvard Club | New York, NYLearn more at www.predictivecoding.com/efficiency

of counsel Philip Garon. (He is inMinneapolis.)United Rentals /RSC Holdings Inc.—D.M.United Rentals, Inc.,agreed to acquire rivalindustrial equipmentrental agency RSC HoldingsInc. on December 16. URI willassume $2.3 billion in RSC debtand pay $1.9 billion in cash andstock for the target’s equity.At $10.80 in cash and 0.2783URI shares for each RSC share,the deal came at a 58 percentpremium to the target’s closingprice of $11.37 on December 15.Shares of both companies haverisen significantly since then.Oak Hill Capital Partners,L.P., agreed to vote its 33.5percent stake in RSC for thedeal. Oak Hill and New Yorkprivate equity shop RipplewoodHoldings LLC bought RSC fromStockholm-based Atlas CopcoAB in 2006 and took the companypublic a year later. Ripplewoodhas sub sequently exitedthe investment.The RSC acquisition is URI’sfirst significant foray into theM&A market since CerberusCapital Management, L.P., paid$100 million to exit a $6.6 billionagreement to buy URI in 2007.The buyout was one of severalthat fell apart after financingmarkets collapsed that summer.URI overhauled its managementteam thereafter.The parties hope to close thedeal in the first half of the yearpending approvals from regulatorsand both sets of shareholdersFOR ACQUIROR UNITEDRENTALS, INC. (GREENWICH,CONNECTICUT)In-House: General counsel JonathanGottsegen, deputy general counselJoli Gross, directors–legal affairsDaniel Hewitt and Jeff Vona, anddirector–litigation and claims counsel torisk management Rita Castro.Sullivan & Cromwell: M&A: FrankAquila and George Sampas.Financing: John Estes and S. NealMcKnight. Tax: Ronald Creamer,Jr. Executive compensation andbenefits: Marc Trevino. Securities:Andrew Soussloff. Antitrust: StevenHolley. Intellectual property:Nader Mousavi. (All are in New Yorkexcept for Mousavi, who is in Palo Alto.)Sullivan & Cromwell began working forURI in 2008. Aquila knew Gottsegenpresentsfrom his work at Home Depot, Inc., andalso knew URI’s then newly appointedboard chair, Jenne Britell, from hertime as a board member at AamesInvestment Corp. Aquila took the leadon URI’s 2010 joint venture with FluorCorporation.FOR TARGET RSCHOLDINGS INC. (SCOTTSDALE,ARIZONA)In-House: General counsel KevinGroman and associate general counselJoseph Webb.Paul, Weiss, Rifkind, Wharton& Garrison: M&A: Ariel Deckelbaum,Justin Hamill, RobertSchumer, counsel Frances Mi,and associates Phillip Bongiorni,Ellen Ching, Noah Craven,Brian Darsow, Daniel Evans,Justin Fraterman, Takuyo Furukawa,Katherine Harp, RobertHilton, Joel Karansky, MartaKelly, Jason Koenig, StephanieMcKinnon, Jocelin Park, AdamShevell, Ramy Wahbeh, andPearl Yuan-Garg. Capital markets:Gregory Ezring and LawrenceWee. Finance: Eric Goodison. Tax:David Sicular and associate BrianGrieve. Executive compensation andemployee benefits: Robert Flederand associates Meghan Fox andRomica Singh. Litigation: DanielBeller, Joseph Simons, and associateJordan Feit. Antitrust: counselDidier Malaquin. Environmental:counsel William O’Brien. Realestate: associate Brandilyn Dumas.(All are in New York except for Simons,who is in Washington, D.C.) Paul, Weiss isOak Hill’s primary outside counsel. OakHill general counsel John Monsky is aformer Paul, Weiss associate.Debevoise & Plimpton: Finance:David Brittenham. M&A: JeffreyRosen. (Both are in New York.) Debevoiserepresented Oak Hill and New Yorkprivate equity shop Ripplewood on their2006 acquisition of RSC from StockholmbasedAtlas Copco, was issuer counselon RSC’s 2007 IPO, and has also donefinancing work for RSC.FOR 33 PERCENT RSC SHAREHOLDEROAK HILL CAPITAL PARTNERS, L.P.(NEW YORK)In-House: General counsel JohnMonsky.Weil, Gotshal & Manges: Corporate:Douglas Warner and associatesJoe Doyle and Frank Martire.(All are in New York.) Weil regularlyrepresents Oak Hill, whose associategeneral counsel Gardenia Cucci is aformer Weil associate. —D.M.Marcus is a reporter at The Deal. E-mail:dmarcus@thedeal.com.ONLINE April 19VIRTUALFORUMVisit the website at: www.virtualcorporatecounselforum.com

Plaintiffs and defendantswill be pleased to knownow works on both sides.Of the Atlantic.Slattery tv. U.S.Ending a 19-year fight with the federal government over theFederal Deposit Insurance Corporation’s 1992 seizure ofMeritor Savings Bank, the U.S. Court of Federal Claimson December 15 ordered the U.S. government to pay a $276 millionjudgment to Meritor’s shareholders.Meritor’s investors stand to receive $4.50 a share; their counsel,Winston & Strawn, gets a $24 million contingency fee. The firm’sThomas Buchanan has represented shareholders since 1993.The order followed years of tortured litigation involving not justMeritor but various banks that failed during the savings and loancrisis. Meritor took over a failing Pennsylvania bank in 1982 at thebehest of the FDIC; as part of that deal, the FDIC credited Meritorwith almost $800 million in “goodwill,” an accounting trick that thegovernment sanctioned throughout the crisis to encourage mergersby solvent institutions.But in 1991, the FDIC stopped recognizing goodwill, and Meritorsubsequently fell below the minimum capital threshold requiredof the bank. In 1992 the agency seized Meritor and sold its assetsfor $181 million. Soon afterward Winston & Strawn filed a derivativeand putative class action against the FDIC in the Court ofClaims. In 2006 the trial court judge found that the governmenthad breached its contract with Meritor and awarded damages.The government appealed, arguing that the Court of FederalClaims did not have jurisdiction over federal agencies like theFDIC that do not receive funds appropriated by Congress. After a2-to-1 ruling finding that jurisdiction was valid, the court agreed toreview the issue en banc. In January 2011 it ruled once again thatthe court did have jurisdiction.FOR PLAINTIFFS FRANK P.SLATTERY, JR., ET AL.Winston & Strawn:Thomas Buchanan, and PeterDykema. (Dykema has since leftthe firm; the rest are in Washington,D.C.) Slattery hired Buchanan, then40, despite qualms about his relativelyyoung age, after being turneddown by other attorneys.FOR INTERVENOR STEVEN ROTHSullivan & Cromwell: RichardUrowsky, counsel Bradley Smith,and associate Benjamin Walker.(They are in New York.) The firm hadno additional comment.FOR DEFENDANT UNITED STATESOF AMERICAIn-House: At the commercialFor breaking litigation news, read The Am Law Litigation Daily. Go to litigationdaily.comlitigation branch of the U.S. Departmentof Justice: director JeanneDavidson, assistant director ScottAustin, senior trial counsel BrianMizoguchi, and counsel JacobSchunk. At the Federal DepositInsurance Corporation: seniorcounsel Lawrence Richmondand counsel Leslie Conover andJaclyn Taner.—Nate Raymond, with Tom CosterU.S. v. RanbaxyaxOn December 21 DaiichiSankyo Company,Limited, of Japan announcedthat it would pay $500million to resolve civil andcriminal liability related toRanbaxy Laboratories Limited,an Indian generic drugcompany in which it acquired acontrolling stake in 2008. Thesettlement stemmed from allegationsthat Ranbaxy marketedgeneric drugs that didn’t meetU.S. safety standards.On January 25, the U.S.Department of Justice filed aconsent decree for a permanentinjunction against Ranbaxypreventing it from makingdrugs for the U.S. market atspecific facilities until theymeet U.S. standards. It alsomandates that Ranbaxy hire anoutside expert to audit futuredata that it submits to the Foodand Drug Administration.Ranbaxy was represented byW. Warren Hamel and GeoffreyGarinther of Venable inthe settlement with the JusticeDepartment. Carmen Shepardand Kate Beardsley of ZuckermanSpaeder handled the FDAagreement.The case dates back to 2008,when federal prosecutors suedRanbaxy and a consultant infederal district court in Baltimoreto enforce subpoenas relatedto the probe. According tothe consent decree, the governmentuncovered that Ranbaxywas submitting false drug datato the FDA and producing andmarketing adulterated drugsinternationally.FOR PETITIONER THE UNITEDSTATES OF AMERICAIn-House: For the Food and DrugAdministration: deputy generalcounsel David Horowitz, actingchief counsel–food and drug divisionElizabeth Dickinson, deputychief counsel–litigation Eric Blumberg,and senior counsel MarciNorton. For the Justice Department’scivil division: assistant attorneygeneral Tony West and actingdeputy assistant attorney generalMaame Ewusi-Mensah Frimpong.At the consumer protectionERIC BLOOMWinston &StrawnTHOMAS BUCHANANWinston &StrawnW. WARREN HAMELVenableCARMEN SHEPARDZuckermanSpaederKATHLEENDONOVAN-MAHERBerman DeValerioBILL CARMODYSusmanGodfreySUSAN SHINArnold &PorterThe American Lawyer | March 2012 39

#12010 CustomerSatisfactionSurveySmarter legal research.branch: director Michael Blumeand trial attorney Allan Gordus. Atthe Maryland U.S. attorney’s office:U.S. Attorney Rod Rosensteinand assistant U.S. attorney StuartBerman.FOR DEFENDANT RANBAXYLABORATORIES LIMITED(GURGAON, INDIA)Venable: Geoffrey Garinther, W.Warren Hamel, Thomas Kelly,Jr., and Winnie Weitsen. (Hamelis in Baltimore; the rest are in Washington,D.C.) The firm advised on theJustice Department settlement.Zuckerman Spaeder: KateBeardsley and Carmen Shepard.(They are in Washington, D.C.) The firmadvised on the FDA settlement.Simpson Thacher & Bartlett:Bryce Friedman, Henry Gutman,and Noah Leibowitz. (Theyare in New York.) The firm advisedDaiichi Sankyo and Ranbaxy’s boardand senior management.—David Bario, with T.C.In ReGeneral e Electric c Co.Securities iees Litigationig ioAfederal district courtjudge in Manhattanruled on January 12that an Illinois pension plancould proceed with a class actionagainst General ElectricCompany on behalf of investorswho purchased $12 billionof the company’s stock. Theplan claims that investors weremisled by GE and dozens offinancial institutions aboutthe company’s exposure tosubprime mortgages and otherrisky investments during thefinancial crisis.Federal district court judgeRichard Holwell kept alive mostof the suit against GE, severalofficers, and 27 GE underwriters,including The GoldmanSachs Group, Inc., BarclaysCapital Finance Ltd., MorganStanley, J.P. Morgan SecuritiesLLC, and Citigroup Global MarketsLimited. Spearheading thelead plaintiff’s case is KathleenDonovan-Maher at BermanDeValerio. GE is looking toGreg Danilow at Weil, Gotshal& Manges.In an amended complaintfiled in October 2009, the Illinoispension plan alleges thatGE repeatedly touted its AAArating and promised to pay a fulldividend in the first quarter of2009; meanwhile, it allegedlyfailed to disclose its exposure,via the GE Capital unit, tonearly $220 billion in subprimemortgages and other bad investments.The plan alleged thatGE also withheld informationabout its difficulty issuing commercialdebt before the dividendannouncement.The complaint cited excerptsfrom former secretaryof the Treasury Hank Paulson’smemoirs in which he confessedto being “stunned” by the“troubling news” that GE washaving difficulty selling debt. Ifthat information was importantto Paulson, Holwell wrote inhis decision, it was likely to beof interest to an investor. Healso found that December 2008statements by Immelt on futuredividends were misleading.GE argued that its assertionsfell within the “Safe Harbor”provision of the Private SecuritiesLitigation Reform Act, andclaimed that it never made anyguarantees. Defendants filed amotion for partial reconsiderationon January 26.FOR PLAINTIFF THE STATEUNIVERSITIES RETIREMENT SYSTEMOF ILLINOIS ET AL.In-House:MichaelWeinstein.Berman DeValerio: KathleenDonovan-Maher, Joseph Tabacco,Jr., counsel Kristin Moody,and associate Steven Buttacavoli.(Tabacco is in San Francisco; the restare in Boston.) The firm is a regularlitigation counsel to the fund.Lowey Dannenberg Cohen &Hart: Richard Cohen, David Harrison,and Thomas Skelton. (Theyare in White Plains, New York.) Thefirm was local counsel.FOR DEFENDANTS GENERALELECTRIC COMPANY (FAIRFIELD,CONNECTICUT) ET AL.Weil, Gotshal & Manges: GregDanilow, Paul Dutka, and associatesAshish Gandhi and CarolineZalka. (They are in New York.)The firm did not respond to requestsfor comment.FOR DEFENDANTS BARCLAYS CAPITALFINANCE LTD. (LONDON) ET AL.Willkie Farr & Gallagher: RichardBernstein, Mei Lin Kwan-Gett,and Antonio Yanez, Jr., and associateZheyao Li. (Bernstein is inWashington, D.C.; the rest are in NewYork.) The firm successfully representedGE in a billion-dollar pensionlitigation with the federal government,according to its Web site.—Victor Li, with T.C.Fairfax axFinancial ncial v. S.A.C...Capital al Management, agennt et al.ANew Jersey state courtjudge threw out an $8billion claim againstthree hedge funds over allegationsthat they conspired todepress the share price of aCanadian insurer, Fairfax FinancialHoldings Limited. TheDecember 23 decision followsthe dismissal of a fourth hedgefund, S.A.C. Capital Management,LLC, in September.The three hedge funds andtheir principals—InstitutionalCredit Partners LLC, ThirdPoint LLC, and Kynikos Associates,Ltd.—were jointly representedby Susman Godfrey’sBill Carmody. Michael Boweof Kasowitz, Benson, Torres &Friedman argued the case forFairfax.Fairfax filed suit against thehedge funds, their principals,and analysts in July 2006 instate court in Morristown, NewJersey, alleging that they had engagedin a stock market manipulationscheme aimed at deflatingFairfax’s share price in order toprofit by short selling the stock.The complaint also included aracketeering allegation.AALL 2010New Product of the Year When you need a law firmthat's plugged into your business...

Discovery took five years.During that time, the Securitiesand Exchange Commissionlaunched its own probe intowhether S.A.C. Capital and theother hedge funds had profitedby short selling on advance informationfrom a negative reporton Fairfax by investment firmMorgan Keegan & Co., Inc.Last September, New Jerseysuperior court judge StephanHansbury dismissed S.A.C.Capital and its founder from thecase, finding no direct evidenceof conspiracy. A handful ofdefendants remain, includingMorgan Keegan and Exis CapitalManagement, Inc.FOR PLAINTIFFS FAIRFAXFINANCIAL HOLDINGS LIMITED(TORONTO) ET AL.Kasowitz Benson Torres & Friedman:Michael Bowe, MichaelBowen, Marc Kasowitz, AlbertMishaan, James Stricker,Natasha Romagnoli, and JenniferRecine. (They are in New York.)The firm has represented numerousclients in cases against financialinstitutions.Nagel Rice: Bruce Nagel. (He is inRoseland, New Jersey.) The firm waslocal counsel.FOR DEFENDANTS THIRD POINT LLC(NEW YORK) ET AL.In-House: For Third Point: chiefoperating officer and general counselJoshua Targoff.Susman Godfrey: Jacob Buchdahl,Bill Carmody, Tibor Nagy,Stephen Shackelford, andassociates Amanda Bonn andRebecca Tinio. (Shackelford is inDallas; Bonn is in Los Angeles; therest are in New York.) The firm led ajoint defense group for three hedgefund defendants and their principals.FOR DEFENDANTS S.A.C. CAPITALMANAGEMENT, LLC (STAMFORD) ANDSTEVEN COHENIn-House: General counsel PeterNussbaum.Willkie Farr & Gallagher: MartinKlotz, Tariq Mundiya, ScottRose, Steven Reisberg, andassociates Lindsay Addison,Gretchen Adelson, RebeccaBonagura, Casey Donnelly,Jordan Hicks, Benjamin McCallen,Joshua Troy, Rina Vazirani,Sarah Wastler, and SamanthaWilliams. (Addison is in Washington,D.C.; the rest are in New York.) Thefirm has previously represented S.A.C.Capital.McCarter & English: Joseph Boccassiniand associate James Sheil.(They are in Newark.) The firm waslocal counsel.FOR DEFENDANTS KYNIKOSASSOCIATES, LTD. (NEW YORK) ANDJAMES CHANOSArnold & Porter: Stewart Aaron,Susan Shin, John Willett, andassociates James Flynn, MoniqueGaylor, Daniel Kuhn, MarcoMartemucci, and Joel Rohlf.(Rohlf is in Washington, D.C.; the restare in New York.) The firm is a regularoutside counsel to Kynikos.Gibbons: James Lee, BrianMcMahon, and associates JoshuaElias and William Deni, Jr. (Theyare in Newark.) The firm was localcounsel.FOR DEFENDANT MORGAN KEEGAN & CO.,INC. (MEMPHIS)Carrington, Coleman, Sloman& Blumenthal: Bruce Collins,Bryan Erman, Todd Murray,Sharon Shumway, and DianeSumoski. (They are in Dallas.) Thefirm is lead counsel.Schwartz, Simon, Edelstein &Celso: Stephen Edelstein. (He isin Whippany, New Jersey.) The firmwas local counsel.FOR DEFENDANT EXIS CAPITALMANAGEMENT, INC. (NEW YORK)McCormick & O’Brien:O’Brien and counsel ChristopherVan De Water. (They are in NewYork.)—Tania KarasU.S. Fidelity i etal. v.American Re-Insurance nc e et al.On January 24 a NewYork state appellatecourt upheld a $420million summary judgmentruling for United States Fidelity& Guaranty Company andits parent, Travelers Companies,Inc. The victory, whichwas obtained with the help ofSimpson Thacher & Bartlett’sMary Kay Vyskocil, caps oneof the longest-running and mostcomplicated litigations everstemming from asbestos claims,according to news reports.With postjudgment intereston the 2010 ruling, the award,to be paid by its reinsurers, approachesa half-billion dollars.The facts underlying the suitthat USF&G brought against itsreinsurers date back to 1948,when USF&G first wrote a liabilityinsurance policy for WesternAsbestos Co. Western’s successorcompany became the targetof a rash of claims beginning inthe 1970s by people allegedlyharmed by its asbestos. Western,in turn, sued USF&G in 1993seeking indemnification for theasbestos claims.In 2002 Western and USF&Gstruck a billion-dollar settlement.USF&G, by then part ofTravelers, in turn sought indemnificationfrom its reinsurers.But they balked at covering theirshare of the settlement, and in2002 Travelers sued for breachof contract.In August 2010 a judgegranted Travelers a summaryjudgment of $202 million againstAmerican Re and $60 millionagainst ECRA, with interest—everypenny Travelers had sought.The reinsurers appealed.At oral arguments last May,Vyskocil faced off with HerbertWachtell of Wachtell, Lipton,Rosen & Katz, for AmericanRe-Insurance Company;Kathleen Sullivan of QuinnEmanuel Urquhart & Sullivan,for OneBeacon America InsuranceCompany and Excess andCasualty Reinsurance Company;and George Carpinello of Boies,Schiller & Flexner, for Ace Property& Casualty Company andCentury Indemnity Company.Vyskocil argued that thereinsurers were bound toshare USF&G’s burdens in thesettlement under clauses in their... to help you navigate legal obstacles,outside your window, around the world...

PresentsJoin us for a special dinner and awards presentationhonoring outstanding teamwork and achievement.contracts that allowed USF&Gthe right to defend and settle anyclaims against it. In the end, a4-to-1 majority of judges agreed.FOR APPELLANT AMERICANRE-INSURANCE COMPANY (ATLANTA)Wachtell, Lipton, Rosen & Katz:Herbert Wachtell, Ben Germana,and associate MichaelMcDuffie. (They are in New York.)Wachtell led just for the appeal.Bates Carey Nicolaides: RobertBates, Jr., and Mark Sheridan.(They are in Chicago.) The firm wascocounsel for the trial and appeal.Grais & Ellsworth: David Grais.(He is in New York.) The firm was alsococounsel.FOR APPELLANTS ACE PROPERTY &CASUALTY COMPANY (PHILADELPHIA)AND CENTURY INDEMNITY COMPANY(PHILADELPHIA)Boies, Schiller & Flexner: GeorgeCarpinello and associate BenjaminBattles. (They are in Albany.)FOR APPELLANTS EXCESS AND CASUALTYREINSURANCE ASSOCIATION ANDONEBEACON AMERICA INSURANCECOMPANY (MINNETONKA, MINNESOTA)Quinn Emanuel Urquhart & Sullivan:Jane Byrne, Michael Carlinsky,Kathleen Sullivan, SanfordWeisburst, and associates J. TojiCalabro and Brad Rosen. (Theyare in New York.) Quinn Emanuel wasbrought in in 2007, as discovery wasclosing, to represent ECRA and itspool members.FOR RESPONDENTS UNITED STATESFIDELITY & GUARANTY COMPANY ET AL.Simpson Thacher & Bartlett:Chet Kronenberg, Seth Ribner,Mary Kay Vyskocil, and associatesRobert Annis, Sarah Dunn,Ryan Kane, and Jonathan Weiss.(Vyskocil, Dunn, and Kane are in NewYork; the rest are in Los Angeles.)Vyskocil has represented USF&Gsince 2002; Travelers has been a clientof the firm for nearly 30 years.FOR AMICUS REINSURANCE ASSOCIATIONOF AMERICA (WASHINGTON, D.C.)Freeborn & Peters: Robin Dusek,Joseph McCullough IV, and associateKerry Slade. (Slade has sinceleft the firm; the others are in Chicago.)The firm was tapped by RAAbecause of its past work on behalf ofthe reinsurance industry.FOR AMICI COMPLEX INSURANCE CLAIMSLITIGATION ASSOCIATION (WASHINGTON,D.C.) AND CHARTIS INC. (NEW YORK)Chaffetz Lindsey: Peter Chaffetzand counsel AndreasFrischknecht. (They are in NewYork.)—Ross ToddSt. Jude et al. v.AccessClosurecessCseOn January 23, afternearly four years litigatingpatent infringementclaims, St. Jude Medical,Inc., won a $27.1 millionjudgment against a rival overtechnology used to close holesin arteries created during catheterizationprocedures. Federaldistrict court judge HarryBarnes in Texarkana, Texas,affirmed the jury’s finding ofwillful infringement against therival company, AccessClosure,Inc., leaving open the possibilityof treble damages.The judgment comes a littlemore than a year after heavyweightpatent litigators MorganChu of Irell & Manella (for St.Jude) and Charles Verhoevenof Quinn Emanuel Urquhart& Sullivan (for AccessClosure)squared off in a December 2010jury trial.St. Jude filed suit in October2008, claiming that AccessClosure’sMynx vascularclosure device infringed five ofits patents. St. Jude alleged in itscomplaint that it had obtainedthe five patents related to thevascular closure technology inthe late 1990s, and that rival AccessClosurewas aware that it wasinfringing on St. Jude’s patentsno later than 2005.AccessClosure filed a counterclaim,alleging that the St.Jude patents in question were invalidand unenforceable becauseof alleged disclosure lapses in St.Jude’s patent applications andother alleged improprieties.Jurors returned a somewhatcomplicated verdict, findingthat AccessClosure infringedthree patents but that one ofthe infringed patents was invalidbecause of double patenting.The jury awarded $27.1 millionin damages on the two patentsit found valid and willfullyinfringed.Judge Barnes took a closerlook at the double patenting issueduring a one-day bench triallast June, and in November hefound that double patenting doesnot apply to the St. Jude patentunder the patent code’s safeharbor provision.The judgment tees the caseup for a potential interlocutoryappeal to the U.S. Court of Appealsfor the Federal Circuit.FOR PLAINTIFFS ST. JUDE MEDICAL,INC. (ST. PAUL) ET AL.Irell & Manella: Morgan Chu,Andrei Iancu, Jonathan Steinberg,counsel Maclain Wells, andassociates C. Jay Chung, LauraEvans, Eric Hanson, and DougWinnard. (Evans is in Los Angelesand Newport Beach, California; therest are in Los Angeles.) The firm waslead counsel.Patton, Tidwell & Schroeder:Geoffrey Culbertson, NicholasPatton, and Robert Schroeder III.(They are in Texarkana, Texas.) Thefirm was local counsel.FOR DEFENDANT ACCESSCLOSURE,INC. (MOUNTAIN VIEW, CALIFORNIA)Quinn Emanuel Urquhart &Sullivan: Brian Cannon, DavidEiseman, Charles Verhoeven,and associates Linda Brewer andCathleen Garrigan. (Cannon is inRedwood Shores, California; the restare in San Francisco.) The firm led attrial; it did not respond to inquiries.Greer, Herz & Adams: J. ScottAndrews. (He is in Galveston,Texas.)Haltom & Doan: Darby Doanand James Haltom. (They are inTexarkana, Texas.) The firm was localcounsel.—R.T.E-mail: big.suits@alm.com.Sponsored in part by:N... and wherever youneed to be in Canada.Plug into Bennett Jones.

CANADIANFor more international news, go to law.com/internationalNew YorkWashington, DCTexasCaliforniaWe have you covered.McKool Smith and Hennigan Dorman LLP have joined to solidify anational litigation powerhouse with more than 165 trial lawyers acrossoffices in Austin, Dallas, Houston, Los Angeles, Marshall, New York, andWashington, DC. The combined firm, McKool Smith, will do business asMcKool Smith Hennigan in California.Austin | Dallas | Houston | Los Angeles | Marshall | New York | Washington, DCPolska Miedz /QuadraaAnew foreign bidder has entered the Canadian resourcesmarket. Polish state-controlled copper miner KGHMPolska Miedz S.A. made a $2.86 billion friendly cash offerfor Vancouver-based rival Quadra FNX Mining Ltd. on December6. The deal would be the largest overseas acquisition by a Polishcompany. Poland’s treasury ministry owns 32 percent of PolskaMiedz and said on January 26 that it backs the deal. Polksa Miedzis Europe’s largest producer of mined copper, and is the ninthlargestcopper miner and third-largest silver producer in theworld.At press time Quadra shareholders were scheduled to vote onthe $15 per share offer on February 20. Quadra agreed not to lookfor higher bids, but analysts expected competing offers for its minesin the United States and Canada and its copper deposits in Chile.The company was created in 2010 when Quadra Mining Ltd. boughtFNX Mining Co. for about $1 billion.FOR ACQUIROR KGHM POLSKAMIEDZ S.A. (LUBIN, POLAND)Davies Ward Phillips & Vineberg:M&A: William Ainley, PeterHong, Gerald Shepherd, RobinUpshall, and associates TracieAllan and Paul Watkins. Tax: IanCrosbie and Raj Juneja. Competition:George Addy and RichardElliott. (All are in Toronto exceptfor Shepherd and Watkins, who arein New York.) This is Davies’s firstrepresentation for Polska Miedz.Gide Loyrette Nouel: Tax/Competition:M&A: Rafal Dziedzic and DariuszTokarczuk. (They are in Warsaw.)FOR TARGET QUADRA FNX MININGLTD. (VANCOUVER)Blake, Cassels & Graydon: Securities:Andrew McLeod and PeterO’Callaghan. Tax: Bruce Sinclairand Kevin Zimka. Competition:Jason Gudofsky. (They are in Vancouver.)Quadra has been a client ofthe firm since its 2002 incorporation.Cassels Brock & Blackwell:Securities and mining: JenniferHansen, Sandra Maio, JeffRoy, and Paul Stein. (They are inToronto.) The firm represented FNXin its merger with Quadra in 2010.Paul, Weiss, Rifkind, Wharton &All values in this article are inU.S. dollars.Garrison: M&A: Adam Givertz.Tax: David Sicular and associateSamuel Duncan. Employee benefitsand executive compensation:Lawrence Witdorchic. (All are inNew York except for Givertz, who isin Toronto.) The firm was U.S. counselto Quadra.Sinopec / Daylight—Laura KingFor the last few yearsChina has been tiptoeinginto the Canadianoil patch, buying bits and piecesof energy companies and assets.But the $2.2 billion purchase ofDaylight Energy Ltd. by SinopecInternational PetroleumExploration and ProductionCorporation (SIPC) changed allthat. The Chinese state corporation’stakeover of the Calgarybasedoil sands company closedon December 21, 2011.Canada has the world’s thirdlargestoil reserves, mostly indeposits of oil sands in Alberta.Canada’s Conservative governmenthas said that it wouldactively market its oil to Asianbuyers including China, and hasbacked construction of anotherpipeline from Alberta to the Pacific,where oil could be loadedonto Asia-bound tankers.SIPC is a wholly ownedsubsidiary of China PetrochemicalCorporation (Sinopec Group)and undertakes overseas investmentsand operations in the upstreamoil and gas sector. SinopecGroup is China’s largest producerand supplier of oil products andmajor petrochemical products.SIPC indirectly acquired allof Daylight’s outstanding commonshares at a price of $10.08in cash for each share, and allof Daylight’s outstanding 6.25percent Series D convertibledebentures at a price of $1,110per $1,000 principal amount ofSeries D debentures (plus accruedand unpaid interest).Daylight is now operating asSinopec Daylight Energy Ltd.FOR ACQUIROR SINOPEC GROUP(SHANGHAI)In-House: Director of legal departmentLu Yongjun and legal adviserLiu Xuefei.Vinson & Elkins: M&A: David Blumental,Jay Kolb, and associatesYi Duan, Yun Ji, and RobertOberlies. (All are in Shanghai exceptfor Duan, who is in Beijing.)Bennett Jones: Corporate/Securities:John Kousinioris, JonTruswell, and associates AmandaCoen and Spencer Coupland. Oiland gas: associates Krishna Kouland Chelsea Nickles. Foreign investmentand competition: DonaldWILLIAM AINLEYDavies WardANDREW MCLEODBlake, CasselsGreenfield and Beth Riley. (Theyare in Calgary.)FOR TARGET DAYLIGHT ENERGYLTD. (CALGARY)In-House: Vice president, generalcounsel, and corporate secretaryCameron Proctor.Blake, Cassels & Graydon: Cor-porate/Securities: Jeff Bakker, PatFinnerty, Chad Schneider, andassociates Jennifer Marshall l andPaul Pasalic. Tax: Edward Roweand associate Ted Thiessen.Competition and regulatory: JasonGudofsky and associate JoshuaKrane. (All are in Calgary exceptfor Gudofsky and Krane, who are inToronto.) Blakes has represented Daylighton various matters since 2002.Paul, Weiss, Rifkind, Wharton &Garrison: M&A: Adam Givertz.Capital markets and securities: EdwinMaynard. Tax: David Mayo andassociate Lee Hepner. (All are in NewYork except Givertz, who is in Toronto.)—L.K.Plains Alll American /BPPlains All AmericanPipeline LP is buyingBP p.l.c.’s natural gasliquids business in Canada for$1.67 billion in cash, expandingits footprint in Canada andgaining the opportunity to increaseits U.S. operations. Thebusiness includes 2,500 milesDALE LASTMANGoodmans| March 2012 47

CANADIANpresents:EARN CLE CREDITS!of pipelines, 21 million barrelsof storage capacity, and threefractionation plants. The purchaseadds to Plains’s 16,000miles of pipeline and makes itone of the largest natural gasliquids service providers in theUnited States.The sale brings BP closer toits goal of raising almost $40 billionthrough asset sales to helpit pay for the 2010 DeepwaterHorizon spill in the Gulf ofMexico, the worst in U.S. history.BP chief executive RobertDudley has overseen divestituresin Venezuela, Vietnam, and theU.S. since taking over from formerCEO Tony Hayward morethan a year ago.BP sold other Canadian gasassets as part of a $7 billion dealwith Apache Corp. last year. Thecompany is also getting rid ofhalf its U.S. refining capacity,including plants in Texas City,Texas, and Carson, California. Itplans to complete the U.S. refinerysales by the end of 2012. Thesale of the Canadian natural gasoperations is expected to closein the first half of 2012.FOR ACQUIROR PLAINS MIDSTREAMCANADA ULC (CALGARY)In-House: At PAA Natural GasStorage: vice president–legal andbusiness development RichardMcGee. At Plains MidstreamCanada ULC: senior legal counselMichael Callihoo.Bennett Jones: Energy: DonaldGreenfield, Vivek Warrier, andassociates Robert Bodnar, ChelseaNickles, and Yun Zhu. Competition:Beth Riley. Intellectualproperty: Michael Whitt. Employment:John Batzel. Regulatory: associatesKaren Beattie and BlakeWilliams. The firm has representedPlains Canada since 2000.Felesky Flynn: Tax: SiobhanGoguen. (She is in Calgary.)FOR SELLER BP P.L.C.(LONDON)In-House: Legal manager–CanadaBrian Selinger and legal counselJenelle Matsala.Fraser Milner Casgrain: M&A:Dale Skinner. Energy: MichaelHurst. (They are in Calgary.) —L.K.BCE &Rogers / Maple LeafSports & Entertainmentta nm e Apair of Canadiantelecom giants avoideda face-off and cooperatedto score big, acquiring acombined 75 percent stake inMaple Leaf Sports & Entertainment(MLSE), the companythat owns the Toronto MapleLeafs professional hockey team,the Toronto Raptors pro basketballteam, and other sportsrelatedbusinesses. RogersCommunications Inc. and BCEInc. announced on December9, 2011, that each will acquire37.5 percent of MLSE fromthe Ontario Teachers’ PensionPlan in a $1.3 billion deal thatalso includes the Toronto FCprofessional soccer club, the TorontoMarlies American HockeyLeague team, and the AirCanada Centre in downtownToronto, among other assets.As part of the deal, KilmerSports Inc., which is owned byMLSE chairman Larry Tanenbaum,will increase its stake to25 percent and Tanenbaum willremain chairman. MLSE is notpublicly traded and its financialsare not disclosed, but it is widelyregarded as hugely profitable.For Rogers and BCE, content isthe king of this deal, which willgive them programming fuel fortheir all-sports networks, digitalIN-HOUSE COUNSEL LABOR ANDEMPLOYMENT LAW FORUMMarch 27, 2012 | The Harvard Club | New York, NYIn-House Counsel Labor and EmploymentLaw Forum Top Five Reasons to Attend:DISCOVER ANALYZEEXAMINEHEAR ABOUTLEARN Register TODAY!www.corpcounsel.com/laborforumASSOCIATION PARTNER:FROM THE PUBLISHERS OF:

CANADIANPROFESSIONAL ANNOUNCEMENTSand mobile platforms, and more.The deal is expected to close inmid-2012.FOR ACQUIRORS BCE INC.(TORONTO) AND ROGERSCOMMUNICATIONS INC. (TORONTO)In-House: At BCE: senior vice-presidentand general counsel MichelLalande, assistant general counsel–corporate development and M&AMartin Cossette, legal counselGenevieve Pinto, and assistantgeneral counsel–regulatory law. AtRogers: senior vice president, generalcounsel, and secretary DavidMiller, vice president–legal MichaelWebber, and vice president–regulatory/mediaKen Engelhart.McCarthy Tétrault: Randy Bauslaugh,Garth Girvan, Geoff Hall,Robert Hansen, Hank Intven,and counsel Ian Bies. (They are inToronto.) McCarthy Tétrault has representedBCE for many years.Blake, Cassels & Graydon: M&A:Shlomi Feiner, Brock Gibson,David Kruse, Jeff Lloyd,Graham Smith, and associatesSaad Ahmad and Alex Mac-Millan. Competition: Brian Facey,Randall Hofley, J.A. Prestage,Julie Soloway, Micah Wood,and associates Mark Graham,Joshua Krane, and AleksandraPetkovic. Financing: SimonFinch and Mike Harquail. Tax:Ron Richler. Real estate: Thomasvon Hahn and associate LarryWinton. Pensions: Kathy Bush.(All are in Toronto.) Blakes has actedfor BCE for a number of years onvarious regulatory and transactionalmatters, and acted for both BCE andRogers on the corporate and financingfronts on this transaction.Torys: Corporate: Bill Estey,Sharon Geraghty, CameronKoziskie, Michael Siltala, JamesC. Tory, Cornell Wright, andassociates Harry Cherniak, LaurieDuke, Raegan Kennedy, andZack Newton. Tax: Jim Welkoff.Competition: Jay Holsten. (All arein Toronto.) The firm has representedRogers since 1981.Davies Ward Phillips & Vineberg:Competition: George Addy andMark Katz. (Both are in Toronto.)Davies acts for Rogers in competitionmatters.Fasken Martineau DuMoulin:Regulatory: Laurence Dunbar andScott Prescott. (They are in Toronto.)FOR SELLER ONTARIO TEACHERS’PENSION PLAN (TORONTO)Stikeman Elliott: M&A: WilliamBraithwaite, Michael Burkett,Jeffrey Singer, and associateGreg Herget. Competition: ShawnNeylan and counsel LawsonHunter. Communications: GregoryKane. Tax: John Lorito. (All are inToronto except for Kane, who is inOttawa.) The firm represents OTPPon a number of its domestic andinternational investments.Bennett Jones: Competition:Randal Hughes and Adam Kalbfleisch.(They are in Toronto.)FOR KILMER SPORTS INC. ANDLAWRENCE TANENBAUM (TORONTO)Goodmans:DaleLastman, David Matlow, and MichaelPartridge. Communications:Robert Malcolmson and counselRichard Annan. (All are in Toronto.)Goodmans has acted for LawrenceTanenbaum and Kilmer Sports onvarious matters since 1998, includingthe purchase by Maple Leaf Gardens,Limited, of the Toronto Raptors.McMillan: Tax: Mary-Ann Haney.(She is in Toronto.)FOR TARGET MAPLE LEAF SPORTS& ENTERTAINMENT LTD. (TORONTO)In-House: Senior vice president andgeneral counsel Robin Brudner.—L.K.E-mail: editorial@alm.com. We are pleased to announce thatChristopher T. Coxhas joined the firm as Partner in theCorporate Department based in New York.With a leading reputation in advisingbusinesses in the pharmaceutical industry,he concentrates his practice on mergersand acquisitions and corporate governance.Cadwalader, Wickersham & Taft LLPwww.cadwalader.comNew York London Charlotte WashingtonHouston Beijing Hong Kong Brusselswww.almreprints.comUpcoming Conferences!Turn your good press into great marketing!Order your reprints as published in The American Lawyer. Contact 202.828.0318 or msolomon@alm.com.IN PRINT DIGITAL INTEGRATED MEDIAMember, Energy Arbitration ChambersFormer Vice Chair, Ontario Energy BoardCounsel, Borden Ladner Gervais LLPFormer Chair, Alberta Utilities CommissionPresident, Municipal SolutionsChairman, Ontario Nuclear New Build CouncilScan barcode to get a quote.March 2012

By Thomas S. ClayBuriedIn PaperAdministrative duties preventpractice groups from reaching theirfull potential, a survey suggests.If 51 percent of a corporation’s product lines or departments functioned at a fair to poorlevel, what would a CEO do? That’s the situation my colleagues at Altman Weil and Ifound with law firm practice groups in our latest survey on practice group performance.UMBERTO MISCHIOur survey asked managing partners in U.S.law firms to assess their practice groups in a varietyof areas. Eighty-one firms responded. Of those,7.4 percent were firms of 500 or more lawyers,12.3 percent were firms of 250–499 lawyers, 45.7percent were firms of 100–249 lawyers, and 34.6percent were firms of 50–99 lawyers. Only 49 percentof respondents rated the overall performanceof their practice groups as very good or excellent.Even fewer rated their groups as very good or excellentin generating new business (42 percent) orcross-selling (41 percent).This means that a majority of managing partnersbelieve that their practice groups, as a whole,are performing at a fair or poor level in each ofthese three categories. At a time when the growthof legal business is flat and few people believe thatit will return to prerecession levels anytime soon,it is imperative that practice groups, as law firms’primary competitive engines, operate at maximumeffectiveness. Firms are spending a great dealof time, money, and other resources on practicegroup development, and they are not achievingthe return they should.Why? The most glaring causes are shortcomingsby senior leadership in attending to a fewsimple things.The survey identified three areas in which thereis a clear correlation between specific practicegroup activities and better performance. They are:time spent on group leadership by practice leaders,mandatory leadership training of group leaders,and practice group planning. In our survey, forexample, firms in which group leaders spent morethan 250 hours per year on leadership activitiesscored almost 15 percentage points higher thanfirms in which group leaders spent fewer than 100hours a year on such activities.Much of this is common sense. In fact the surveyshowed that firms were aware of the merit ofinvesting in each of these areas—but that manywere not doing so, or were not doing so effectively.Consider what the survey showed on the subjectof leadership training. Overall, 58 percent ofMORE ONLINEFOR MORE ABOUTpartner and associatecompensation, go toamericanlawyer.com.Contact:llpATTORNEY ADVERTISINGThe American Lawyer | March 2012 53

WilmerHaleDiscoverySolutions.comrespondents offered such training for practicegroup leaders, but only 13 percent madeit mandatory. Among firms with 500 or morelawyers, all offered training to their groupleaders, but only one-third of those firms requiredit. This is a missed opportunity.The key is to do a few things better thatwill render significant improvements in practicegroup effectiveness. They are: DEFINE ROLES PROPERLY AND CLEARLY. Lawfirm practice groups were initially conceptualizedas externally oriented—groups of lawyersfocused on clients, strategy, competitiveness,and growth. However, over the last 15 yearsmany practice groups have morphed into internallyoriented operational units that existprimarily for administrative, organizational,and management purposes. The survey showsroughly a fifty-fifty split between internal andexternal group orientation in today’s law firms.While internal management of administrativematters is important, it should not be apractice leader’s main focus. Those tasks shouldbe delegated to deputies within the groups and/or to nonlawyer personnel and professionals.Group leaders will never be as effective as firmswant them to be, and as they should be, unlessthey are unburdened from administrative tasks.A first step is reviewing the practice leader’sjob description. It should not include dozensof areas of responsibility. Rather, it should articulatea clear set of areas to focus on that willmove the group forward competitively by acquiring,retaining, and increasing business, andby building and sustaining market position. ENSURE THAT TIME IS USED WISELY. Mostfirms expect that their practice leaders willspend enough time on practice group duties,but few firms demand it. In our experience,many managing partners just assume that professionals,being professionals, will do the rightthing, and thus there is little need for closemanagement. This assumption is not correct.In addition, simply setting an expected numberof hours for leaders to spend on practice grouptasks and activities is insufficient. They need tospend time on the right things.To achieve this, senior leadership (managingpartners and others) must communicate withpractice leaders in an effective way. This mightinclude coaching, encouragement, and othermeans of motivation. Effective interaction withsenior management that includes ongoing faceto-facecommunication is usually a clear predictorof how successful practice leaders will be.Busy professionals almost always have goodintentions. They intend to get the right thingsdone, but it is all too easy to move from crisisto crisis and overlook important issues. Senior54 March 2012 | americanlawyer.comleadership should be the catalyst for keepingpractice leaders on track and focused on thoseinvestments that will benefit their groups inthe long term.Providing practice leaders with adequatetraining on leadership and plan formulationwill also be invaluable as they make decisionsabout how to use their time most effectively. TAKE LEADERSHIP DEVELOPMENT SERIOUSLY.Leadership development works best in firmsthat recognize the need for continual and tailoredskills training. New practice group leadersprobably require 30–40 hours of leadershipand management training over the first twoyears. More experienced leaders may need less.Our experience is that the best firms have individualleadership development plans for all oftheir leaders, customized to the specific needsof each person.Along with the training, there must be aneffective and robust evaluation program forpractice leaders. At a minimum the groupleader should be evaluated for developmentof a group plan and how well group memberscarry out the plan. Firms should evaluate howwell group members are carrying out their individualplans (if they have them), achievingany articulated metrics (beyond billable hoursand revenues), and exhibiting leadership skills.Providing coaches for practice leaders, especiallynew ones, can be very effective. It isimportant that new leaders develop and sustainthe right behaviors and not be distractedby things that will not enhance the group’scompetitiveness. EMPHASIZE PLANNING. The survey showedthat only 63 percent of firms have a formalpractice group planning process. In the absenceof planning, not much is going to happen.Every firm should install, support, and sustainan effective planning process. This shouldnot be an overwhelming, bureaucratic, or formulaictask. The program should assure collaborationamong group members and sharing ofplans with other group leaders to promote collaborativeactivities like cross-selling. The bestplans will be short, focused, and achievable.Regular one-on-one communication withsenior management and periodic evaluation ofefforts and results is essential to maintainingthe plan’s effectiveness. At larger firms, thisoversight should not be the managing partner’sresponsibility. Instead, another seniorleader should be designated to support thepractice group functions. Other departments,such as human resources, IT, and finance willneed to be involved as well. HOLD GROUP LEADERS ACCOUNTABLE. Oneof the biggest reasons that practice leaders fallshort of expectations is that senior leadershipfails to hold them accountable. If a firm wantspractice leaders to get things done, it mustmove beyond a policy of hope and into therealm of effective accountability.A firm cannot hold group leaders accountablefrom afar. It cannot do it through e-mailsand memoranda. It can only be done throughongoing personal interaction. Accountabilityin a professional services environment doesnot take the form of threats, nor can it be accomplishedthrough incentives like compensation.Rather, it results from finding the thingsthat motivate each professional to get the jobdone, inspiring them to act and, when necessary,coaching them on how to get there.Role clarity, leadership skills, effective planning,and sufficient time to focus on the needsof the group are the key components of a results-orientedpractice group program. Otherissues, like good leadership selection, appropriatecompensation adjustments for practiceleaders, and useful management data on groupperformance, should also be considered.Each of these considerations is interdependent.Executed correctly, the pieces will meshto improve practice group performance. A failureof any part will affect the entire dynamic.The ultimate driver is sustained accountability—andthat must come from the firm’s seniorleadership.Our experience, along with these surveyresults, tell us that law firms currently seepractice group performance as important—but not that important. Investments in training,planning, time, and resources aren’t beingmade at the levels they should be. There is notthe degree of accountability needed to createreal excellence.What is an acceptable practice group returnon investment for law firms? Returningto the corporate analogy, what percentage ofproduct lines or departments should receive a“very good” or “excellent” rating in a healthy,thriving business? We think 80–85 percent is areasonable expectation. The bar is high—butthe path is clear.In a time in which law firms face evergreatercompetition, practice group performanceshould be recognized as a way to achievea competitive advantage. As with all performance-improvementinitiatives, the firms thatrealize this first, and act upon that realization,will set themselves apart.Thomas S. Clay is a principal with managementconsultancy Altman Weil, Inc. He advises lawfirms on strategy and leadership. E-mail: tsclay@altmanweil.com.Precision. Speed. Value.E-discovery that hits the mark.WilmerHale clients demand innovative and efficient solutions to their e-discovery challenges.Our unique document review strategy puts today’s foremost predictive coding technology in thehands of the smartest lawyers in the profession. The result? Superior accuracy. Exceptional value.A quantum leap in efficiency. WilmerHale DiscoverySolutions. Revolutionizing e-discovery.DiscoverySolutionsAttorney Advertising. Wilmer Cutler Pickering Hale and Dorr LLP is a Delaware limited liability partnership. WilmerHale principal law offices: 60 State Street, Boston, Massachusetts 02109, +1 617 526 6000; 1875 Pennsylvania Avenue, NW, Washington,DC 20006, +1 202 663 6000. Our United Kingdom offices are operated under a separate Delaware limited liability partnership of solicitors and registered foreign lawyers authorized and regulated by the Solicitors Regulation Authority (SRA No. 287488).Our professional rules can be found at www.sra.org.uk/solicitors/code-of-conduct.page. A list of partners and their professional qualifications is available for inspection at our UK offices. In Beijing, we are registered to operate as a Foreign Law FirmRepresentative Office. This material is for general informational purposes only and does not represent our legal advice as to any particular set of facts; nor does it represent any undertaking to keep recipients advised of all relevant legal developments.Prior results do not guarantee a similar outcome. © 2012 Wilmer Cutler Pickering Hale and Dorr LLP

Instinct onlygets you so farBy Alan CohenCirque duCell PhoneBigger, faster, brighter: Lawyerscraving better mobile deviceshit the jackpot at an electronicstrade show in Las Vegas.Verizon Jetpacks fromZTE (above) andNovatel (left):Your new travelingcompanions.When you’re in the moment, making tough decisionsfor your business, you need more than a gut reaction.ALM Legal Intelligence backs you up with thefacts—our sound research and comprehensive marketdata are second to none, giving you the confidence youneed to make the most well-informed choices, always.Visit ALMLegalIntel.com today.Call: 888-770-5647 or Email: almlegalintel@alm.comWhen it comes to technology, what happens in Vegas seldom stays in Vegas—and thisyear, that’s a particularly good thing. As it does each January, the International ConsumerElectronics Show rolled into town, showcasing new technologies that will hit the marketover the coming months. Historically, the productsunveiled at CES haven’t always lived up totheir hype—remember netbooks, anyone?—but2012 is shaping up to be a year where vendors actuallyput some brawn behind the buzz. Lawyers,especially, will reap the rewards, since some of themost highly touted CES technologies could alsohave the biggest impact on the way they do theirjob. Here’s what to watch for.4G NETWORKS. Even though mobile deviceshave become increasingly powerful, their performancehas been held back by the speed of cellularnetworks. Current 3G networks were designed tohandle data (downloading attachments and viewingWeb sites, for example), and they do, but relativelyslowly. Most 3G systems offer speeds far below theaverage household WiFi network. That’s a seriousdrawback for business users. The new 4G networksbeing rolled out by all of the major U.S. providerspromise to significantly change the equation.We tried a 4G mobile hotspot—a card-sizegadget that lets any WiFi–enabled device use acellular signal to access the Internet—late lastyear [“Holiday Makeovers,” December 2011] andfound it to be a potent tool for lawyers. That device,from Verizon Wireless, allowed multiple laptops,tablets, and smartphones to share a signalthat turned out to be significantly faster than thatof most WiFi networks. Verizon claimed downloadspeeds of 5 to 12 megabits per second, but intesting we saw speeds that surpassed 20 megabitsper second—blazingly fast.At CES, all of the cellular providers emphasizedtheir expanding 4G networks (look for many regionsof the country to come online in 2012) andnew lines of 4G–enabled products (that old 3Ghandset on your hip won’t work on the new system).They’re leveraging different technologies toget 4G on their networks—Verizon and Sprint usea technology called Long Term Evolution (LTE),T-Mobile is using an enhanced version of theHigh Speed Packet Access standard (HSPA+), andAT&T is using both—but for road-warrior attorneys,the payoff will be the same: far greater mobileInternet speeds.While 4G smartphones were getting plentyof CES love, it was, again, the mobile hotspotsthat got our attention. Verizon introduced a pairof new models at the show (no prices were announced,but the devices should be in stores bythe time this article appears). Both the VerizonJetpack EuFi890 (from ZTE) and the VerizonJetpack MiFi 4620L (from Novatel Wireless)enable up to ten WiFi–enabled devices to sharea 4G LTE signal (or a slower 3G signal in areasMORE ONLINEFOR THE LATESTnews on law firmtechnology, go toamericanlawyer.com.The American Lawyer | March 2012 57

Windows Phone:The empire strikes back.Windows 8:Redecorating with tile.Android 4.0:Will lawyers screamfor Ice Cream?where 4G has not yet been launched). Look for hotspotslike these to become standard equipment for mobile lawyers.Imagine, for example, a team of litigators setting up ahotel war room on the fly, linking every attorney’s laptopto a broadband connection that rivals the one back at theoffice—without having to worry about what sort of Internetaccess the hotel provides. Pretty nifty.WINDOWS PHONE: TAKE TWO. Over the years, MicrosoftCorporation’s mobile operating system has assumed a slewof shapes and identities, from Windows CE to WindowsMobile to the current Windows Phone. They’ve all hadone thing in common: an utter inability to take the worldby storm. While Apple Inc.’s iOS platform and GoogleInc.’s Android system have come to dominate mobile devices,Microsoft has had far less penetration, particularlyamong lawyers. Indeed, The American Lawyer’s 2011 surveyof law firm technology [“Drawing the Line,” November2011] found that while 96 percent of firms had lawyerson iOS and 67 percent had Android users, just 32 percentof firms supported Windows Phone. And Microsoft’s appecosystem is dwarfed by both of its rivals. As of January,the Windows Phone marketplace was selling some 50,000apps. Apple had ten times that amount.At CES, though, the Redmond, Washington, giant doubleddown on Windows Phone, announcing new 4G modelsfrom the likes of Nokia Corporation and HTC Corporation.The Nokia Lumia 900 Windows Phone will be availablefrom AT&T, as will the HTC Titan II. Microsoft also announcedWindows Phone models for T-Mobile’s network.While Windows Phone redux may turn out to be a caseof too little too late, we’re not quite ready to count Microsoftout. Lawyers live and die on Microsoft Office, and eventoday there is no iOS or Android app that is fully compatiblewith Word or Excel. If Microsoft can combine its newhardware with robust software integration, it may—at longlast—be onto something. Another potential ace up Microsoft’ssleeve: Over the coming months, the Windows Phoneuser interface—known as Metro—will look mighty familiarto lawyers. That’s because the new version of Microsoft’sdesktop operating system, Windows 8, will sport it, too.WINDOWS 8. Besides the new interface—which uses large“tiles” and big, scrolling text as navigation aids—there ismuch to note about Windows 8, the successor to Microsoft’s500-million-users-and-counting Windows 7. Thenew operating system takes some key cues from tablets: Itwill support touch (fear not, traditionalists: It will supportkeyboard and mouse input, too); it will boast a “WindowsStore” where users can download apps—everything fromsmall programs costing a few dollars a pop to full-blown$1,000 software; and it will feature a “Start Screen” thatat a quick glance will display new mail, messages, and appointments,along with shortcuts to favorite applications.Of particular interest to law firms will be the new Windowsto Go feature, which will enable Windows 8 to runfrom a USB thumb drive. This will enable mobile lawyers toturn any PC into a secure machine that exactly mimics theircomputer back at the office. The firm’s IT staff loads a com-plete Windows image—the same environment that wouldbe loaded onto an in-house machine—onto the USB drive.When the drive is plugged into another PC, that host computerfunctions like one of the firm’s machine and is controlledby the same management and security policies. Sucha tool could greatly expand the ability of an attorney to worksecurely from any computer in any location—a client’s laptop,a hotel computer, even a shared PC at an Internet cafe.ANDROID 4.0. CES also saw a slew of products based on“Ice Cream Sandwich,” the new Android 4.0 mobile operatingsystem (the name refers to how it merges smartphoneand tablet platforms onto a single OS). In Vegas, Android4.0 was running on new devices like the Samsung GalaxyNexus smartphone (available now on Verizon, coming soonon Sprint), but many current Android tablets, such as theSamsung Galaxy Tab and Motorola Xoom, will be able torun it too. That is welcome news, since traditionally, olderAndroid hardware tended to be locked into older Androidoperating systems.Some of the new Android devices include a featureknown as near-field communication. This is a short-rangewireless technology that lets two devices communicatewith each other when they come in very close proximity(such as by tapping them together or holding them acouple of centimeters apart). Google uses this feature inits Google Wallet application, enabling users to make apayment simply by tapping the phone on an NFC–enabledterminal. The same technology, however, allows manytypes of data to be shared. For example, a new Androidfeature, called Android Beam, lets users share contacts,maps, videos, files, and even apps by holding their phonesclose together. Down the road, NFC–equipped phonesRegistration is complimentary –Complimentary CLE Webinars*!sign up today!Online March 15, 2012The Most Important Legal Technology Event Online!Co-located with Cyber ALA Virtual Forum!For sponsorship opportunities contactHenry Dicker at 212-457-7902 or email hdicker@alm.com

The Irish LawyerLenovo ThinkPad U430u:Ready to hit the road.Dell XPS 13:Light but powerful.could even become high-tech keys; within a law firm, attorneyscould access offices, libraries, conference rooms,and even desk drawers simply by swiping their smartphone.It would mean one less thing to carry—and onemore reason not to lose your phone.BIG, BEAUTIFUL SCREENS. None of us are getting younger,and if your eyes aren’t what they used to be, one trendseen at CES will be especially welcome—bigger, brighter,better smartphone displays. On Android and WindowsPhone platforms, the days of the 3.5-inch screen are drawingto a close. (Apple doesn’t attend CES, although the rumoris that Apple, too, will beef up screen size with the nextiPhone.) Most new models sport displays of 4.3 inches andup. Samsung’s Galaxy Nexus smartphone measures in at4.65 inches, the HTC Titan II at 4.7 inches (it also boastsa 16-megapixel camera—unprecedented on a phone), andSamsung’s new Galaxy Note at a whopping 5.3 inches.These are vibrant, high-contrast, high-resolution screens,thanks to display technologies like AMOLED—active matrixorganic light emitting diode. You won’t pay for theirsize with bulk, either; the use of edge-to-edge displays letsvendors boost screen real estate without increasing thephone’s footprint too much.so, but they’re also a response to netbooks—and why thoseproducts ultimately failed. Netbooks were underpoweredand small in all the wrong places, with puny screens andkeyboards. Ultrabooks feature robust processors (but lowvoltagemodels specially made for mobile PCs), and manyuse flash memory for storage—a pairing that makes themquite zippy. They’re also thin, rather than small, so usersget the weight reduction without having to squint and peck.Many feature quick start-up times and some—like Apple’sMacbook Air—can wake up instantly from sleep mode.A perfect formula for a mobile computer? Vendors certainlythink so (particularly Intel Corporation, which hasbeen spending a big chunk of its marketing dollars on thecategory). They showed a host of upcoming models at CES,including Lenovo Group Limited’s ThinkPad U430u; Acer,Inc.’s Aspire S5 (less than 0.6 inches thick); and Dell, Inc.’sXPS 13 (weighing less than three pounds).Intel expects more than 75 Ultrabooks to be releasedin 2012—most of them after the introduction of Intel’snew Ivy Bridge line of processors, expected soon. Unlikenetbooks, this is not bargain-basement hardware: Expectto see prices around $1,000. But we think this is a smarttake on business laptops—fast and light, but not too small.Sometimes, you really do get what you pay for.Legal market in review, 2012ULTRABOOKS. A new generation of lightweight laptops,these have been called a response to tablets. That may beAlan Cohen is a freelance writer in New York. E-mail:alanc31@yahoo.com. SPECIAL ADVERTISING SECTIONCover picture: The Ha’penny Bridge, Dublin

IRELANDCOMING UP FOR EIREWith some of the world's major players, such as Google, Facebook and a raft of other computerand tech companies opening headquarters in Dublin, there has been a significant uptick in thenumber of deals in the area – making it one of the few bright spots in a fairly bleak market.Anastasia Hancock reportsRobert O'Shea, Partner and Head ofthe International Business Group atMatheson Ormsby Prentice (MOP)AS EUROPE continues to labour its way through ongoingeconomic turmoil, it’s safe to say that Ireland hasn’t exactlyescaped its own share of financial hardship. The strength ofthe country’s banks has withered as they struggle to deal with theaftershocks of huge loans handed out to the property industry, abitter pill to swallow after the Celtic Tiger boom years that hadpreceded it.Public outcry followed governmental problems, and a debt ratingof junk status in the summer of 2011 compounded a lack ofconfidence in the system. Little surprise then, that investor confidencewas quick to fall.Ireland needed a hero – it wasn’t going to come in the shapeof the property industry, certainly, and the banking system did notoffer much optimism either. So when global giants in the technologysector publically stated that they would be upping theirinvestment in Ireland, it was hailed as the good news the countryhad been waiting for. Recent reports note that Facebook is preparingfor a significant expansion of its European headquarters inIreland, with a move to bigger offices purportedly in the offing.And with the world’s major industry players, such as Google,Hewlett-Packard, Intel and Microsoft already in residence, this sectoris increasingly appearing as a solid source of optimism.In fact, Ireland’s chequered economic history since the downturnhit is even working in its favour when it comes to luring inthe giants. US players, especially, cite excellent opportunities interms of office space as a big draw, and then there is Ireland's distinctivelylow corporation tax, which is notably lower than therates found elsewhere across Europe. However, while MyraGarrett, corporate technology partner and managing partner atWilliam Fry says that the allure of low corporate tax is strong, it isnot the ‘decisive factor’.Instead, key drivers behind Ireland’s success in attracting ICTcompanies to locate here is ‘our appropriately skilled labour force– particularly our pool of high quality engineering graduates. Twokey factors in Ireland’s proven track record as a location of excellencefor the technology industryare our young, well educated,English-speaking workforceand our geographic locationon the western gateway intoEurope from the US’ addsGarrett. She points out thatgovernment incentives and significanttax breaks for key areassuch as research and developmentare also very relevant.Net WorkingThe enticements introduced bythe government haveundoubtedly played a big partin the influx of multinationalcompanies, although it is, ofcourse, a virtuous circle.Companies were initially attracted by, among other factors, governmentsupport for investment and growth in the sector, such asthe government backed Science Foundation Ireland and Irish universitieswhich offered programmes and funding. This provedencouraging for both the home grown industry and foreign directinvestment. However, the trickle of new entrants quickly becamea flood, and the trend John Whelan, head of the IP andTechnology group at A&L Goodbody, dubs ‘the pulling power’ ofexisting multinational companies operating successfully in Irelandbegan in earnest. ‘The growth of the IT sector in Ireland has ledto support structures being put in place over the past decade leavingus ideally placed to become a global hub for cloud computingservices’ he explains.This, of course, has had a positive knock-on effect on Ireland’sown original tech industry, which has benefitted hugely from theincreasing international standards brought in by the global play- fundseuropeawardsEuropean Advisor2011 March 2012 | americanlawyer.com

SPECIAL ADVERTISING SECTIONIRELANDers. The government’s petition to attract strong multinationalinterest has translated into excellent opportunities for start-ups ofall kind. ‘Early stage venture funding is readily available for theright opportunity and we now have a generation of technologyentrepreneurs who are looking to aggressively scale their businessesrather than exit early as was the tendency in the past’ notesColm Rafferty, corporate partner in Maples and Calder’s Dublinoffice. ‘Ireland's strong indigenous tech sector has grown becauseIrish entrepreneurs also look to foreign markets for opportunityand growth’.The reputational effects of this bunching have buoyed the sectorin Ireland to an impressive degree, and there is little doubtnow that Dublin can be deemed a technology centre with its positioningproviding access to Eurozone markets working as a bigincentive. Philip Nolan, partner and head of the commercialdepartment at Mason Hayes & Curran says that it has now hit ‘aninflection point’ as a clustering effect has taken hold to such anextent that Dublin has become the European technology hub. ‘Acritical mass of talent and know-how has come together. This,coupled with the well-established advantages of using Ireland asa business location, is driving the continued growth. Global leadersare attracted to Dublin and a technology ecosystem has developedwhich benefits local entrepreneurs’. The outcome wasinevitable; ‘success begets success’ he explains.Myra Garrett, Managing Partner & Corporate Technology Partner at William FryIreland’s strong pro-business reputation in this field has alsooffered businesses the potential to expand beyond their own sectors.While the market has already proved it has the necessary kitto establish a strong track record, it has sent out a strong signal toother potential investors. As Robert O'Shea, partner and head ofthe international business group at Matheson Ormsby Prenticesays, ‘it has really delivered on the promises it made to the likes ofGoogle and Microsoft’.‘Having so many blue-chip technology companies here sends offa strong message to other would-be investors, with Ireland’s CV givingthem confidence to set up operations here. This is taking placenot only at a sectoral or ‘cluster’ level, where Ireland has a reallystrong reputation in niche markets such as gaming, but across thewider ICT sector, where we are seen as a country with the right mixof talent, business conditions and a real can-do attitude’.As Garrett points out, ‘our geographic and very accessible locationas the first stop across the Atlantic and time zone differencesare definitely an added attraction and convenience for US corporates’.Ireland has clearly reached critical mass for success in thesector. Currently nine out of ten global ICT companies maintain apresence in Ireland, including the top five global software companies,four of the top five semiconductor firms and four of thetop five technology hardware companies. US corporates are themost significant source of foreign direct investment into Ireland,totalling approximately USD18 bn in the first half of 2011, havingmaintained record growth in the past decade.Silk PursesThese reputational benefits that Ireland has nurtured recently inthis sector will have necessarily been affected by the hardship thecountry has endured over recent years. The banking system hasbeen criticised and gruelling austerity measures have taken theirtoll both on Irish companies and international investors whoseconfidence in the market was dented.Limited funding has proved a difficult hurdle for new companiesand potential investors and a stalling economy is clearly offputting.However, far from standing in the way of the success ofthe technology sector in Ireland, these significant drawbacks haveproved themselves as somewhat of a silver lining. For a start, thesector has not drastically depended on bank financing in the sameway as industries like the beleaguered property market, and therehave been examples of start-ups garnering the capital they doneed through venture capital and some private equity.While the cutbacks necessitated by companies here have certainlytaken their toll, it has had the knock-on effect of a helpfulincrease in competitiveness. As Rafferty points out, the recessionhas resulted in significant reduction in property, professional servicesand labour costs. ‘This has definitely impacted on how overseasinvestors view the competitiveness of the Irish proposition.’In fact, the recession has, at least in part, actually played to thesector’s advantage, especially for new entrants to the market whohave made the most of a fall in rents for prime office space. Nolanclaims that the restructuring of the Irish economy resulting fromthe recession has actually improved the Irish market for technologyfirms. ‘The commercial property bubble of the last decadeMarch 2012 | americanlawyer.com

SPECIAL ADVERTISING SECTIONIRELANDInternationalpushed rents to levels which in some cases acted as a deterrent forinvestors, while the related residential property bubble putupward pressure on salaries. However, the recession has led toreduced rents and resulted in Ireland winning back the muchvaunted competitiveness which had come under strain during theboom years. Start-ups have made intelligent use of technologiessuch as cloud computing and reduced rents to overcome the challengesposed by lower levels of debt funding’.Competitive behaviourIn an economic climate where clients are increasingly savvy aboutwhat they can demand from companies, location is becoming amore and more significant factor. This is especially true of thetechnology sector, an area which is dominated by major US players.This has been reflected in the industry landscape of the Irishmarket, where the vast majority of new entrants recently haveemanated from the US. Ireland’s location provides much-vauntedaccess into Europe but maintains the proximity to the US notoffered by Eastern European markets to the same extent.Keen to develop a rare bright spot on a troubled financial horizon,the Irish government is dedicating a lot of resources to thepromotion of the sector. It’s a smart move in a time when jobopportunities and economic boosts are proving very thin on theIn an economic climate where clients areincreasingly savvy about what they candemand from companies, location isbecoming a more and more significantfactor. This is especially true of thetechnology sector, an area which isdominated by major US players.ground, and has done a lot for improvement of the country’s perceptionin the eyes of Europe – providing a much needed competitiveedge. Ireland’s Science Foundation, for example, hasrecently announced a healthy investment in the sector with theproposed establishment of a series of research centres with anonus on support for start-ups. ‘Ireland has the three ‘Ts’ – talent,tax and track record’ Whelan notes. ‘It has digital infrastructurethat will support both the foreign direct investment companiesoperating in that ecosystem and new Irish start-ups that are creatingthousands of jobs’.Ireland’s feted headline corporate tax rate is certainly of signif-Perspective.With an IrishPoint of View. E: T:E:E:T: March 2012 | americanlawyer.com

SPECIAL ADVERTISING SECTIONIRELANDInnovationicant consequence for international companies looking to make ahome here. A clear and competitive corporation tax regime iscoupled with great government support and tax breaks for areasincluding research and development. However, O'Shea is quick topoint out that, while these are certainly attractive to investors,there is more to the development of a technology cluster inIreland. ‘The biggest attribute Ireland has is the way it has providedcertainty and clarity of treatment to international investors.Tech companies who are making significant investments herewant to know that the rules won’t change overnight, and in fairnessboth to the current government and its predecessors, Irelandhas been unambiguously and consistently clear in how it treatsmultinational investors’.Recovery positionGiven the well-documented turmoil experienced by Irish banks asa backdrop to the success of the technology sector, it is unsurprisingthat Irish companies are quick to seize upon this burgeoningsector as some sort of economic deliverance. However, whilethis would be a tidy result, is the industry really hardy enough toprovide a hopeful future for the Irish market, and balance outsome of the recent strife?Garrett points out that the continued success of the tech sectorand wider Irish export sector has been a key factor behind thePhilip Nolan, Partner and Head of Commercial at Mason Hayes & CurranIrish economic recovery over the last four years and ‘has helpedcounteract the large drop in the domestic economy. For example,five of the top ten exporters in Ireland are technology companiesand the sector is credited with contributing approximately onethird of the country’s turnover’.However, there are serious lessons to be learnt from history,which has seen the economy relying too heavily on one industry,such as the property sector. It is crucial that Ireland does notadopt a recovery approach which depends almost entirely on thetechnology industry to instigate long-term economic stimulation.‘For Ireland to successfully overcome the fallout of Irish bankingcollapse and have a more stable and balanced economic growthpattern in the future, we need to reignite our domestic economyand local consumer confidence. I have no doubt that this will happenbut it will take time. With the tech sector leading the way andproviding an excellent example of performance and growth,other industries in Ireland will gradually take confidence and theIrish domestic economy will recover’ Garrett adds.And while this sector has certainly proved itself to be resilientin the face of some pretty testing times, Ireland must continue tostrive to attract further international interest in order to fill in thegap left by the exit of older international players who have notweathered the storm. ‘Equally foreign capital will be required tofund expansion of the next generation of Irish emerging technologycompanies. Only by growing companies of scale in Irelandwill the sector make a meaningful contribution to recovery’ saysRafferty.The domestic economy in Ireland is currently experiencing aperiod of deleveraging, the effect of which has inevitably led to adecrease in funding. As Nolan points out, ‘this is negativelyimpacting upon some capital intensive industries’. That said, thetechnology sector is fairly well protected, and a dearth of localfunding proves less problematic for global players who benefitfrom an alternative source of funding such as group treasury. ‘Thecurrent crop of Irish start-ups are hardy, lean and highly competitiveby necessity’ he adds.However, the problems that the banking system still facesaside, there is certainly the sentiment that Ireland has paid itsdues, and now is the time to face forwards. ‘On a wider level,there is recognition internationally that Ireland has taken its medicine,that it is taking the right steps towards recovery’ notesO’Shea.Byte MarksWhile the technology sector certainly has provided some solacefor the Irish market at a time when it needs it most, it is essentialthat the country continues to tap into the demands of the globalcompanies that have headquartered here. This sector, arguablymore than any other, is the last word in fast changing industries,and it is crucial that Ireland and its legal service providers continueto provide an environment that caters for its requirements.‘Over the last 50 years, the Irish economy has evolved dramaticallyfrom a largely agri-based economy to a low skill manufacturingbase – such jobs have now migrated eastwards – to the cur-mergermarketAilish FinnertyarthurcoxGary McSharry212 782 3299March 2012 | americanlawyer.com

ent high skill knowledge based economy as evidenced by thegrowing multinational technology presence in Ireland and ourvibrant and innovative indigenous software sector’ says Garrett.‘Because the tech sector is one of unusually rapid change and continuousground breaking evolution, it is one in which every playerin the sector has to be constantly anticipating the next trend’.Ireland has already proved its potential in this respect, havingachieved a leading global role in the emerging Cloud Computingindustry, while, as Garrett points out, a recent Microsoft commissionedreport forecasts the country will capture around 13% ofthis market.As well as an impressive digital infrastructure which continuesto be improved through government investments including theESB electricity grid investment, state support is backing its domesticventures as well as continuing to welcome foreign directinvestment. As Rafferty notes, ‘Irish companies with serious ambitionwill continue to scale and attract foreign capital in greaternumbers’.It has certainly worked, thus far. There’s no doubt that Irelandis still facing its own issues, ‘both in relation to its own bankingsystem and the impact of the wider Eurozone debt crisis’ saysO’Shea. ‘However, in the context of an otherwise gloomy domesticeconomy, I think that the tech sector has been a shining light,John Whelan Head of the IP and Technology group at A&L GoodbodyMarch 2012 | americanlawyer.comSPECIAL ADVERTISING SECTIONIRELANDFor Irish firms, the onus now is to developspecialist practice areas, and to continueto invest in them, in order to keep up withthe rate of development in this rapidlychanging sector. Emerging technologiesmight not be the only route to redemptionfor the Irish economy but the success ofthis sector has gone a long way toimprove investor confidence – a trendwhich needs to be nurtured.and has exemplified the importance of FDI to Ireland’.The market here has not only seen a 17% increase in foreigndirect investment in Ireland from International DevelopmentAssociation linked companies over the past year, but more significantly,in terms of optimism for the future, there has been a leapof 30% in the number of companies investing in Ireland for thefirst time. In addition, Intel has made significant research anddevelopment investments, which were soon followed by HP.Facebook has recently announced an increased focus on its Irishoperation, while CISCO is expanding its Galway operation. Othersignificant foreign direct investments announced over the pastyear have come from global players such as Twitter, Intel, IBM,Microsoft and PayPal, proof that for now, at least, Ireland is workingits competitive advantage very successfully.‘Ireland works well as a European hub and the growth in theoperations of the multinational companies who locate in Irelandoften mirror the growth in their expansion into European andother markets outside the US’ says Rafferty. ‘Time and again wesee small operations on the ground in Ireland accelerate as theyfind employees and a business environment which suit therequirements of a fast growing business. The Irish operations ofGoogle, Facebook and Linked-In are all great examples of thistrend’.For Irish firms, the onus now is to develop specialist practiceareas, and to continue to invest in them, in order to keep up withthe rate of development in this rapidly changing sector. Emergingtechnologies might not be the only route to redemption for theIrish economy but the success of this sector has gone a long way toimprove investor confidence – a trend which needs to be nurtured.‘Firms that can guarantee experience and understanding ofclient industries and how those industries operate and evolvethrough time can offer the long term legal support needed’ saysWhelan. ‘Irish firms work hand in hand with government andsemi-state bodies who are progressing Ireland's technical andlegal infrastructure so as to better represent their client's interestsin those areas, and Ireland on the international stage’. IRELANDBUYING DISTRESSED REAL ESTATE ASSETS INIRELAND IN 2012U The increased frequency of theappointment of receivers by NAMAindicates that much more real estateproduct is likely to be brought to themarket in 2012. SPECIAL ADVERTISING SECTION The American Lawyer | March 2012

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etire by 2022, providing that most do so around the firm’snormal retirement age of 62. Assuming a handful die early,the firm may see 43 new full-freight retirees within thedecade. Assuming that this batch of senior partners havebeen earning $3.5 million during their highest-compensatedyears—a conservative estimate, consultants say, at afirm that posted average profits per partner of $2.6 millionin 2010—a soon-to-retire partner can expect roughly$875,000 a year in benefits, plus roughly $650,000 in eachof the first seven years from the additional distribution(subtracting roughly $50,000 offset by another definedbenefit plan funded by the firm). Over the decade, thefirm’s annual liability gradually creeps up to roughly $65million for the new retirees by 2022, not including benefitsfor those already in retirement. But as long as the firmincreases its net by about 3–4 percent a year (since 2000,PPP has grown an average of 4.68 percent annually), thedrag on profits will remain just about what it is now.At Simpson and many other Am Law 200 firms, pensionsare the elephant in the room. Several firms continue to guaranteetheir equity partners far richer pension plans than theyprobably should. And that future pension liability is growingat a time when it is looking less than certain that profits andpartner head count will grow in step with them.The recession, with its double whammy of retirementinvestment portfolio declines and firm revenue slowdowns,was a broad wake-up call for firms that fund pensions outof current income, as well as for the broader swath of firmsA PENSIONS PRIMERThe fine print about how firm retirement plans work.UNTIL 1987, the Internal Revenue Servicedidn’t allow firms to put more than$7,500 per partner into tax-advantagedpension plans each year. In 2000 and2002 the IRS sharply increased theamounts that firms could set aside indefined benefit programs, and many lawfirms adopted the new plans as an alternativeto their then common unfundedplans. Currently the maximum retireebenefit permitted under the tax-advantagedplans is $200,000; it rises yearlywith the cost of living. (Non-tax-advantagedplans continue to have no benefitor contribution limits.)Here is a guide to what many firmsnow offer:DEFINED BENEFIT PLAN This is anumbrella term for any plan where theannual retirement benefit is determinedby a set formula, including traditionalplans and the newer-generation cashbalance and variable-annuity plans. Theformula establishing the benefit mayincorporate past compensation, yearsof employment, age at retirement, andother factors.CASH BALANCE PLAN Sometimescalled a “partner parity” plan, this isa defined benefit plan that looks like abank account. Traditionally, each partnerhas a notional retirement account whereinterest is credited on the basis of anexternal index, such as a Treasury rate.The firm pays a contribution annually,charged back to the current partners,to fund the plan up to a defined targetor level of “pay credit” (usually based ondeferred compensation). If the investmentgains do not meet the externalinterest rate returns credited to eachpartner’s account, the firm—and indirectly,the current partners—must makean additional contribution to top up theinvestment pool.MARKET-RATE CASH BALANCE PLANThis IRS–approved plan, which is permittedas of October 2010, allows retirementannuity levels to fluctuate alongwith the actual return on a firm’s investmentportfolio, thus reducing the possibilityof a shortfall. A similar plan thatallows payouts to fluctuate is known asa “variable annuity.”—J.T.that fund benefits out of firm-run investment portfolios.Many in the latter category had to dig into earnings tocover shortfalls in guaranteed benefits funded by firm investments.But the problems created by the sagging economybrought into relief a bigger, looming issue: The ranksof retired partners is swelling just as the number of equitypartners—who are ultimately responsible for funding thepension plans—is leveling off. “This is an issue that cutsacross all regions and all sizes of firms,” says Dan DiPietro,chair of the Law Firm Group of Citi Private Bank. “It’s agenerational issue: As firms face the bubble of baby-boomerpartner retirement, the problem will only get bigger.”The firms facing the largest future liability are the AmLaw 100 firms with rich guaranteed benefits paid out of currentincome. We independently obtained information aboutthe plans currently or recently active at 15 of the top 50Am Law 100 firms [see “Retiring in Style,” page 77]. All buttwo—Sullivan & Cromwell and Weil, Gotshal & Manges—offered unfunded pension plans. We shared our informationwith each firm and offered them the chance to update it;only five chose to do so. For the rest, we corroborated theinformation independently to the extent possible.Many partners we interviewed told us they had littleknowledge or understanding of their benefit plans ortheir firms’ financial liabilities. But it’s not surprisingthat some firms aren’t being open with their partnership:Unfunded plans, in particular, tend to divide partnershipsalong generational lines. “Younger partnersare saying, ‘I’m never going to see the money; I’m payingto guys who were here when I was in high school,’ ”says Bradford Hildebrandt, president of Hildebrandt ConsultingLLC. “Then you have guys who are about to retirewho are saying, ‘Are you kidding me? You owe it to me.’ ”It’s a division that will only intensify with time. Simpledemographics dictate that payouts to retired partnerswill be an increasing weight on profits for at least thenext decade, and maybe two. “The 45-year-old types areenormously productive and are diverting money to satisfy68-year-olds,” says Peter Kalis, chair of K&L Gates, a firmthat phased out its unfunded plan in the late 1980s. “Whenthose [younger partners] are attracted to go to firms withoutthat overhang, that business model [of the firm withthe pension] fails. That day may never come, but it’s importantto consider.”Historically,many firms set up unfundedplans. Many of these plans are still in place, thoughoften current partners are no longer accruing benefits underthem. “The theory was that these partners built thefirm, and we owe it to them,” says Hildebrandt. There isno mechanism for funding; retired partners’ pension benefitsare scooped out of the firm’s current profits—in muchthe way that Social Security payouts are funded by payrollcontributions from current workers.Generally, it is the lockstep or modified lockstep firmsthat still embrace unfunded plans. At these firms the benefitis usually calculated as a percentage of compensation,typically 20–30 percent of the average of a retiring partner’shighest-compensation years. Partners vest in the plansafter 20–30 years of equity partnership, though in somecases partners can partially vest in as few as ten.Firm leaders describe these unfunded plans as goldenhandcuffs. Noncompete clauses built into nearly all the unfundedplans mean that partners lose their pensions if theyjoin another firm [see “Taking It with You,” right]. As a partnerapproaches the age of 48 or 49, with vesting just aroundthe corner, it becomes hard to leave. “Those of us who havebeen seeing our net income get hit every year are lookingforward to receiving [the pension],” says one senior partner.Because benefit levels are linked to a partner’s highestearningyears, payouts have ballooned, as the Simpson exampleshows. In the early to mid-nineties, senior partnersat the most profitable firms earned around $1 million; a 30percent annual benefit of $300,000 might have been typical.But these days, senior partners at the most profitableWall Street firms may take home $3–4.5 million a year,generating an entitlement of $1 million or more for life.“They’re making a fortune in their retirements,” says consultantPeter Zeughauser, chair of the Zeughauser Group.“There are many who are making more in retirement thanthey ever imagined.”Such plans assume a level of confidence in future financialperformance. “Our plan works as long as the firmcontinues to grow profitably,” says Thomas Reid, managingpartner of Davis Polk & Wardwell, which guaranteespartners 30 percent of their highest compensation yearsfor life. “We have a handle on our demographic in termsof who is approaching retirement. We have sufficient associatesmoving toward partnership, and we’re confident thatretiring partners can be replaced without any adverse impacton profitability. I know there are some firms that havestruggled with this, but it’s not an issue for us.”Some younger partners at the firms with unfundedplans, however, lament the drain on their current income,and many also worry that their firms’ business strategiesare increasingly driven by the need to fund partner retirement.An unfunded plan “puts a huge onus on the firm,”says a partner at a firm with a generous plan who spoke oncondition that he and his firm not be identified. “It forcesyou . . . to grow in order to pay the pension fund.”Younger partners also express skepticism about the futureviability of unfunded plans. “Everyone understandsit’s a crapshoot,” one such partner wrote in an anonymousflash survey we conducted in January on this topic. “It is, ineffect, deferred compensation.”In 1997the Internal Revenue Service beganallowing firms to establish prefunded, tax-advantaged definedbenefit plans. Under these plans, firms invest a portionof current income in a firm-managed portfolio eachyear, with the contributions and investment proceedsdedicated to funding future retirement payouts. The planslooked more like 401(k) plans—partners were assigned notional“accounts” that are credited with a set growth rate—but just like pension plans, they guarantee a benefit [see “APensions Primer,” page 74].Additional IRS changes in 2000 and 2002 substantiallyincreased the maximum individual annual benefit underthese plans. (For 2012 the maximum per retiree under anIRS–approved defined benefit plan is $200,000 a year; theannual contribution limit under defined contribution planslike the Keogh or HR.10 plans is $50,000; and for 401(k)plans, $17,000.) Increasingly, a combination of IRS–qualifiedplans began to look like an attractive alternative to theunfunded plans, says Philip Deitch, a partner at PricewaterhouseCoopersLLP who specializes in law firm actuarialplanning. Firms hoped to thereby eventually avoid havingTAKING IT WITH YOULateral movement can complicate the pensions picture.LAST YEAR SAW A STRONG increasein lateral movement among Am Law 200firms. It’s a trend that’s unlikely to slow.But what happens to a partner’s retirementbenefits when he or she joins anotherfirm?Any vested money in IRS–approvedplans, whether defined contribution planslike 401(k)s, Keoghs, or defined benefitplans like cash balance or variable annuityplans, is safe. A partner keeps thoseassets and can roll them over into an IndividualRetirement Account.But for partners leaving or joiningfirms with unfunded plans, the situationis more complicated. Typically, lateralswho join firms with active unfunded pensionsystems have the most to gain: Theyare folded into their new firm’s plan afterachieving a specified amount of tenure.Conversely, partners who leave firmswith the richest unfunded plans to joinnew ones risk leaving a lot of money onthe table. While retiring early from thosefirms may be encouraged—some firmsoffer partners a reduced benefit beginningat around ten years’ service as apartner—firms with unfunded plans generallyhave the right to cut off all benefitsif a partner joins a rival firm.If lost benefits are an issue, hiringfirms often have ways to make a lateralpartner whole. “It really depends on ‘howmuch does the firm want this partner?’”says Jon Lindsey, managing partner atlegal recruiting firm Major, Lindsey & Africa.“You have to be creative to find away to make it work for both sides.”At one extreme, firms have offered aone-off payment to replace the net presentvalue of benefits that were forfeited;LeBoeuf, Lamb, Greene & MacRae wassaid to have awarded prominent litigationpartner Ralph Ferrera an $8 millionspecial payment to replace the Debevoise& Plimpton pension he forfeitedwhen he joined that firm (now Dewey &LeBoeuf) in 2005. (The firm declined tocomment.) In other cases, “a firm mayhave to buy them an annuity that willmake up the bulk of lost benefits,” Lindseysays. In some situations, he says, thefirm will make a loan, which is forgivenover time to net out an equivalent sumby the time a partner finally retires. Orthe firm may increase current compensationenough for a partner to put asideenough money to offset some or all ofthe loss. Such arrangements are relativelyrare, and older partners or thosewithout a large and portable book ofbusiness seldom receive them.But disputes over terminated benefitsare on the rise, according to ArthurCiampi, a New York lawyer who representspartners in litigating such disputes.Many pension disputes arose during therecession, when some firms eased outpartners who were on the cusp of vestingand then cut off benefits, arguingthat those lawyers forfeited them whensome inevitably joined other firms.Ciampi says his firm has handleda half-dozen cases recently involvingbreach of fiduciary duty and age-discriminationclaims; most such disputes aresettled. With the laws regarding age discriminationin partnerships still in flux,firms don’t want to risk a bad ruling.Another type of dispute concernsthe validity of pension plan noncompeteprovisions. Ciampi says that, while firmsare permitted to have such provisionsin plans that are considered genuine retirementbenefits, they sometimes areinconsistent about who gets to keep thebenefits. In the course of reporting thisstory, we were told of several instanceswhere firms permitted retired partnersto join smaller firms that they don’t considerrivals without losing benefits; inone case, however, when the small firmwas acquired by a larger firm, a retiredpartner had to leave the merged firmin order to retain the benefits from hisoriginal firm.“It can be a very scary time,” Ciampisays. “You anticipate a benefit will bethere. You’re at a vulnerable time in yourcareer. This has now been taken awayfrom you. And when you try to replaceit, the plans are not available.” —J.T.74 March 2012 | americanlawyer.comThe American Lawyer | March 2012 75

AVERAGE NUMBER OF EQUITY PARTNERScurrent partners fund retired partners’ benefits, thoughthey still have to pay for accrued benefits for many years.Deitch estimates that about eight in ten Am Law 100 firmsnow have some form of tax-qualified defined benefit plan.But the plans, while enormously popular, are not necessarilya panacea. “There are significant risks associated withcertain types of defined benefit plans,” most notably traditionalcash balance plans, says Deitch. Unlike in a 401(k),the payout to individual partners in a cash balance plan isnot linked to the actual performance of the investments, butto an external interest rate, such as a Treasury index rate. Ifa firm’s investment portfolio underperforms that rate andfalls short of the amount needed to fund the guaranteedlevel of benefits, partners have to make up the difference,either out of current income or in years to come. Unlessfirms adopt a stringent pay-as-you-go approach, “they riskcreating subsidies between . . . generations of partners,” saysDeitch.Firms learned this, to their dismay, in 2008 and 2009,when the balances in many firm-run retirement portfoliosfell by 20 percent or more, Deitch says. The problem wasespecially acute at firms that had established non-tax-advantagedplans with much higher guaranteed benefits thanthe tax-advantaged plans. According to a senior partnerat a New York law firm, some firms had invested retirementmoney in hedge funds, and these funds plummetedin 2008–09, just as overall firm profits slid. “Everyone gotexcited about hedge funds and their great returns” in the1990s, when their returns beat the equity markets, thispartner says. “Well, that didn’t work out so well for us.”In the first quarter of 2011, as part of its annual LawWatch survey, Citi Private Bank asked its clients, a healthyA GROWING OBLIGATIONThe average size of Am Law 100 equity partnershipshas doubled since 1986, leaving some firms’ pension plansstruggling to keep pace.200150100500198619911996200120062010**Most recent figure available. Includes worldwide equity partner counts for vereins.SOURCE: ALM LEGAL INTELLIGENCE (AM LAW 100 SURVEY)proportion of Am Law 200 firms, about their obligationsto retired partners. Roughly 40 percent of firms, includingthose with unfunded and underfunded pension liabilities,projected a shortfall between future obligations to retiredpartners and funds firms had allocated to pay for them;those indicating some shortfall included 21 of the Am Law50 firms that report to the bank, and 23 of the Am Law51–100 firms. Among firms that projected a shortfall, Citidetermined that the gap between future funds availableand projected aggregate payouts to retirees ranged widely—fromless than $1 million for some firms to more than$100 million for others; Citi did not disclose the averageamount of exposure.Firms withboth unfunded pensionplans and the newer defined benefit plans generally havemoved to limit their annual liability by instituting caps onthe percentage of firm income that can be used to fund retirementbenefits in any single year. In researching this storywe found that caps usually ranged from 3 to 5 percent.But for some firms with The Am Law 100’s highest profitsper partner, caps ranged between 10 and 15 percent, andat one firm, Cahill Gordon & Reindel, the cap was 20 percentas recently as 2007. (The firm declined to confirm orupdate that information.)In recent years many firms reduced their caps, welearned. But the caps may lead to a false sense of securitythat the firm has its financial obligations under control; inreality, most plans bar firms from giving retired partners apension haircut even if the cap is surpassed. The cap simplyallows a firm to reduce pension payouts temporarily; itthen has to pay out the shortfall as soon as it can meet itsobligations without breaching the annual cap. Meanwhile,overall future liability remains unaffected.Though our reporting did not uncover any firm thathad breached its cap, several law firm financial consultantsand managing partners say that day is soon approachingfor many firms, given the demographic realities: Throughthe nineties and well into the last decade, the size of equitypartnerships at Am Law 100 firms expanded rapidly.But firms began applying the brakes in recent years [see “AGrowing Obligation,” left]. Firms will also be paying retiredpartners longer: Average life expectancy is expectedto rise from 78 today to a projected 80 by 2020, accordingto U.S. Census Bureau data. Never will so many retiredpartners be supported by so relatively few active ones.The futurechallenges and future liabilitiesfor firms that have shifted to investment-fundeddefined benefit plans (including both tax-advantaged andnon-tax-advantaged plans) are distinct from the firms withunfunded plans. Since the 2008 recession, these firms havebeen wrestling with how best to invest funds, and howmuch to ante up now, to ensure that they can cover futureguaranteed benefits.For firms with tax-advantaged plans, relief may be onthe way. In late 2010 the IRS approved a new kind of definedbenefit plan, called a market-rate cash balance plan,that reduces investment risk. These plans for the first timelink benefit levels to actual investment continued on page 91RETIRING IN STYLEMany Am Law 100 firms maintain generous pension plans. Here are details of a sampling. Some firms were not willing to share current information ontheir plans; in those cases, which are footnoted, we used the most recent available. Because it takes several years for any change in plans (such as afreeze at current accrued benefit levels) to make a dent in future annual benefit payouts, we view even outdated information as germane.FIRMFUNDINGmechanismFORMULA for determining annual benefit,duration of benefit, and years to vestCahill 1 None Fixed amount ($245,000 as of 2007).For life. Vesting at 24 years.Cleary 1 None 12% of what the partner earned in his last yearfor first ten years of retirement, then 7.7% of thelast-year earnings. For life. Vesting at 20 years.Cravath 2 None 25% of an average of the partner’s highestcompensationyears. For life. Vesting at 30 years,including time as associate.Davis Polk None 30% of the average of a partner’s three highestcompensatedyears in the five years beforeretirement. For life. Vesting at 20 years.Debevoise 1 None 25% of average earnings in the ten years beforeretirement. For life. Vesting at 20 years.Foley & Lardner 1 None 25% of the average of the partner’s threehighest-compensation years. Duration: N/A.Vesting at 30 years.Fried, Frank 1 None Three benefit levels; as of 2007, they rangedbetween $117,000–$175,000 a year.Duration: Ten years. Vesting at 20 years.Kaye Scholer 1 None Based on firm income; annual benefit was$200,000 in 2007. For life. Vesting at 15 years.Latham 3 None 36% of the average of the partner’s threehighest-compensation years for first five yearsof retirement, then 24% of the same average.Duration: Ten years. Vesting at 20 years.Milbank 1 None 23% of the average of five of the highestcompensationyears in the last ten years ofservice. Duration: N/A. Vesting at 20 years.Paul, WeissProskauerSimpson ThacherSullivan & CromwellWeil, GotshalPartially offsetby funded plansPartially offsetby funded plansPartially offsetby funded plansFunded throughfirm investmentsPartially fundedby firm investments20% of the average of five of the highestcompensationyears in the last ten years ofservice. For life. Vesting at 20 years.0.5% per year of service, up to a maximum of30 years. This service factor is multiplied by theaverage of the partner’s eight highestcompensatedyears, capped at $2 million asof 2010. For life. Vesting at 30 years.25% of the partner’s final-year compensation.For life. Vesting at 20 years. Retired partners getan additional equity payout of 130% of annualincome, paid out over seven years.All retired partners receive the same amountannually, which depends on the firm’scontributions to its retirement fund and thereturns on the firm’s investments. Duration: N/A.Based on a percentage of a partner’s highestcompensation, subject to a maximum individualcap. For life. Vesting at 20 years.1AS OF 2007. 2 AS OF 2009. 3 AS OF 2011. N/A MEANS THAT INFORMATION WAS NOT AVAILABLE.CAP onfirm net20%RECENT CHANGES10% In 2006, the firm reduced its cap to 10% from 15%and introduced a haircut of 1–5% applicable tosenior partners.15% A previous plan vested at 20 years of service.15% Firm recently established a variable annuity plan.10%N/A8%4%

Is Delaware’s top Chancery Court judgepro-business, pro-plaintiff, or pro-Delaware?Answer: All of the above.Tell Us How You Really Feel, LeoBy Susan BeckIllustration By Joe CiardielloOn December 19an impassioned argument was heard in the Court ofChancery of the state of Delaware, explaining why a group of plaintiffs lawyers deserveda fee that worked out to $35,000 an hour. Two months earlier, the lawyershad won a whopping $2 billion award in a derivative suit brought by shareholders ofSouthern Peru Copper Corporation and were seekinga proportionately whopping fee. When one ofthe defense lawyers suggested that such a huge feewould be a windfall, it raised the hackles of one personin the courtroom.“There’s nothing that’s going to be a windfallabout this. Nothing,” this person insisted. “A windfallis someone else bought a Powerball ticket andthe wind blew it and it fell in someone’s lap.” Clearlyagitated, he kept going for several minutes on thistheme. “You know,” he asked, “what is it about lawyersgetting money that’s ickier than investmentbankers or other people in society?”Who was this person jumping to the defense ofthe plaintiffs bar? It wasn’t one of the lawyers seekingthe fee. It was Chancellor Leo Strine, Jr., whoat that December hearing awarded the lawyers $305million, the largest fee award ever in the annals ofDelaware litigation by many multiples.Strine explained to the assembled counsel that hewanted to create a “healthy incentive” for plaintiffslawyers to seek real achievement. “I would hate toset a different incentive,” he said. “I think that thatwould be worse.”These might not be the words you’d expect tohear from the chief judge of America’s top businesscourt, the court that for eight straight years hasearned the number one rating from the U.S. Chamberof Commerce in its ranking of state courts. TheChamber of Commerce doesn’t take kindly to plaintiffslawyers, or their friends.The 47-year-old Strine—who was elevated to thetop seat on the Chancery Court last June, replacingthe diplomatic and uncontroversial William ChandlerIII—is hard to pigeonhole. He’s the product ofDemocratic politics, having served for six years as atop aide to a Democratic governor of the state. He’sspent scant time in the private sector and advocatesfor stronger business regulation. And he has pointedlycondemned the irresponsible behavior of companiesand institutional shareholders.At the same time, he’s a proud son of DelawareMORE ONLINEFOR THE LATEST NEWSon the DelawareChancery Court, go tothe Litigation Daily atLitigationdaily.com.78 March 2012 | americanlawyer.comThe American Lawyer | March 2012 79

who is fiercely protective of the money-minting franchise that is Delawarecorporate law, which is known for a predictable, conservativebrand of jurisprudence that corporate America likes.Throughout his career the strong-willed Strine has been driven tomake a difference. If he wanted to make a statement in Southern Peru—which was his first major ruling since becoming chancellor—he certainlydid. “He’s always been a bold thinker,” says William Lafferty ofWilmington’s Morris, Nichols, Arsht & Tunnel, who’s known StrineThe chancellor steadfastly defends his court.“We are the Bergdorf Goodman, not the Dollar Store,of corporate law,” says Strine.since they were undergraduates and soccer teammates at the Universityof Delaware. “He’s not afraid to shake things up.” But corporate Americadoesn’t want to feel too much shaking in Delaware. How will Strinebalance corporate America’s desire for comfort with his own penchantfor boldness? If the Southern Peru case is any indication, it will be afascinating story to watch.The museum of the Delaware Historical Society inWilmington is small and modest, befitting the union’s second-tinieststate. One exhibit commemorates the world’s largest frying pan, createdin 1950 for the Delmarva Chicken Festival.In a nearby corner is a small exhibit dedicated to Delaware’s courts.There’s not much to see. Visitors can play an interactive game called“You Decide,” in which they’re given the facts of famous corporatecases and invited to rule. The judicial robe of Chancellor William Marvel,who served on the court for more than two decades, until 1976,qualifies as the most eye-catching part of the exhibit.An old black robe may not offer the sensationalism of the world’slargest frying pan, but the Chancery Court is more important to thestate than its large poultry industry, or any other business. Roughly onequarterof Delaware’s budget comes from franchise taxes paid by themore than 850,000 businesses that choose to incorporate here. Theyselect Delaware because they like the state’s courts, which traditionallyhave given officers and directors a lot of leeway to run companies asthey see fit. (And allow them to avoid pesky juries.)Around the corner from the museum rises the modern county courtbuilding, with its blue-tinted glass facade, which houses the ChanceryCourt. On the eleventh floor, Strine is spending most of this week inJanuary reading and writing in his chambers. Early in an interviewStrine displays his famed cutting wit by taking a jab at the “soulless”design of the courthouse. “It looks like something created by a prisonarchitect and an airport architect who got drunk together,” he says.Strine is wearing suspenders decorated with chickens—a gift fromhis former boss, the ex-governor and current Democratic U.S. senatorTom Carper—and a tie adorned with small U.S. flags. “This is my nation-and-stateoutfit,” he explains with a smile. His chambers resemblethe typical office of a busy lawyer who is slightly messy, assuming thatthat lawyer has a man crush on James Taylor. Two large framed postersof the singer hang behind Strine’s desk, near a pile of music CDs.The judge notes that he uses music to assuage his fear of writing. “I’venever gotten over the anxiety I have about writing,” he says. “There’sthat line between me and the public revelation of my stupidity that Iworry about crossing.”If Strine suffers from writing anxiety, he’s managed it well. Since hewent on the bench in 1998, he’s published 28 articles, ranging from anacademic discussion of corporate governance for the Harvard Law Reviewto an article analyzing excessive corporate risk-taking for The New YorkTimes’s Dealbook column. The more than 100 published decisions that he’spenned are typically long and crafted with an eye to engage and provoke.Strine has developed a cultlike following amongthe ranks of America’s top corporate lawyers. Thosewho are willing to talk on the record, not surprisingly,shower him with praise. “I think the worldof him,” says Robert Spatt of Simpson Thacher &Bartlett. “He has a fabulous mind, a great wit, andan almost unlimited capacity for intellectual curiosity.”Says plaintiffs lawyer Stuart Grant of Grant &Eisenhofer: “I think Leo Strine will go down in thehistory of Delaware as one of the finest jurists we’veever had, and maybe beyond Delaware.” TheodoreMirvis tops Grant and takes the praise to anotherlevel. “He’s the greatest man who ever lived!” exclaims the Wachtell, Lipton,Rosen & Katz partner, possibly indulging in a bit of hyperbole.Allowed to speak without attribution, one lawyer mentions anotherquality echoed by others. “He’s an incredibly impressive jurist, but thefirst word I think of with him is ‘scary,’ ” he says, alluding to Strine’s occasionalbursts of temper and penchant for cutting down lawyers whodisplease him.Delaware’s Chancery Court dates back to 1792 and operated with justone judge until 1939. It’s still a relatively modest operation, consistingof Strine, four vice-chancellors, and their staff. According to the court’smost recent annual report, 4,184 cases were filed with the court in 2010,and less than a quarter were corporate disputes. As a court of equity, thecourt’s jurisdiction covers all sorts of matters in which parties are seekingsomething other than money damages, including trusts and estates cases(which make up more than half of the court’s caseload) and guardianshipfilings. Strine earns a little more than a federal court of appeals judge:$185,750. (His wife is a physical therapist at a children’s hospital, andthey have two teenage boys.)Strine is driven by a work ethic that’s remarkable even by the standardsof a type-A profession. As if he’s not busy enough presiding overhis court docket, he teaches at no fewer than four law schools (TheUniversity of Pennsylvania, Harvard, Vanderbilt, and the Universityof Southern California), flies around the country to appear at numerouscorporate law panels, was chosen as a fellow for a program run byThe Aspen Institute for “accomplished entrepreneurial leaders,” andcoached his sons’ soccer teams until the end of 2010. And in a display ofdetermination that might be characterized as either admirable or crazy,he ran every single day for 12 years straight—through snow drifts, drivingrain, and dark city streets at 4 a.m.—until his body broke down. “Atthe end when I was running,” he admits, “I looked like somebody whoneeded an ambulance or was drunk.”As chancellor, Strine gets to choose his cases. At press time his docketincluded litigation over Martin Marietta Materials Inc.’s hostile bid forVulcan Materials Co., and derivative suits brought by shareholders ofBarnes & Noble, Inc., and Bank of America Corporation. It also includesa case in which shareholders of El Paso Corporation have challenged asale of assets to Kinder Morgan Inc. on the grounds that one of El Paso’sadvisers, Goldman Sachs Group, Inc., has a conflict because it owns 19percent of Kinder Morgan.The hallmark features of a Strine opinion are a searching inquiry intothe facts, and a long string of footnotes bursting with his stream of consciousnessobservations about all matters of corporate law, popular culture,and beyond. Strine’s ruling on the merits of the Southern Peru case, forexample, runs 106 pages and contains 206 footnotes, and probes with rigorand tenacity as it deconstructs exactly how that deal was put together.The shareholders of Southern Peru claimed that the company, whichis listed on the New York Stock Exchange, paid too much for a Mexicanmining company that it bought from its controlling shareholder, GrupoMéxico, S.A.B. de C.V. At the start of the trial, Strine expressed skepticismabout the plaintiffs’ claims against defendant Grupo México, butafter hearing the evidence, he changed his mind. In his October ruling,he systematically poked holes in the complex formulas that the partiesused to evaluate the mining company’s value.He concluded that Southern Peru’s special committee of independentdirectors—who were advised by the prestigious combo of GoldmanSachs and Latham & Watkins—relied on a flawed and strainedjustification to pay the $3.1 billion price demanded by Grupo México,despite strong evidence that the price was inflated. Notably, the judgewasn’t impressed by the fact that Goldman Sachs had given a fairnessopinion to support the deal, or that former Wachtell, Lipton partnerHarold Handelsman played a lead role on the specialcommittee. Grupo México, as a controlling shareholderof Southern Peru, breached its duty of loyaltyto act in the best interests of the company and itsstockholders, Strine ruled. He ordered Grupo Méxicoto return $1.347 billion of Southern Peru stockit received in the deal, and tacked on $685 million ofinterest. Grupo México is appealing.Despite his thorough trashing of this transaction,Strine didn’t hold the special committee accountable.In 2010 he dismissed claims against Handelsman andthe others in a ruling from the bench. His hands werepartly tied: As Delaware law allows, Southern Peru’scharter insulates directors from liability for a breachof fiduciary duty, with certain exceptions for intentionalmisconduct.Steven Davidoff, associate professor at The OhioState University Moritz College of Law, praises Strineas a “clear thinker,” but takes issue with Delawarecourts’ tendency to absolve officers and directors ofwrongdoing. “I don’t agree with some of the Delawaredecisions,” he says, although he declined to name anycases in particular. “I think Delaware should be lessprotective of directors and officers and needs to holdthem responsible when they make really bad decisions.But that is a difficult line for the court to walk. Theyhave a very important franchise to protect.”In November, Columbia Law School held aconference on the Delaware Chancery Court. Duringa morning panel discussion, professor BernardBlack of Northwestern University School of Law arguedthat Delaware’s market share of corporate governancelitigation was shrinking. From 1995 to 2009Delaware’s share of cases where directors were suedfell from more than 80 percent to less than 40 percent,according to his data. (Professor Davidoff hasalso looked at this topic, and found that while Delaware’smarket share might be slipping, it’s holding onto most of the strongest cases.)In his working paper on the subject, Black suggestsseveral possible reasons for the change, including thesurge in federal securities litigation, and the fact thatmany stock option backdating cases were filed outside Delaware. Blackalso suggested that plaintiffs were filing cases outside Delaware in partbecause Strine and vice-chancellor J. Travis Laster—who were both sittingin the Columbia audience—had too often said nasty things aboutplaintiffs lawyers, and had too often been stingy with fee awards.In particular, Black pointed to Strine’s 2005 ruling in a shareholderchallenge to a Cox Communications Inc. leveraged buyout where thesettlement led to very minor alterations in the deal. Strine refused to approvea $4.95 million attorneys’ fee that both sides had agreed on, andslashed it to $1.3 million. The judge explained that he wouldn’t award apremium where the plaintiffs lawyers had taken no appreciable risk, andwhere the litigation didn’t have a significant impact on the deal price.(The following year, in a case involving Hollinger International Inc.’souster of former chairman Conrad Black, Strine gave a less than glowingassessment of the fee award process in this statement from the bench: “Ifeel queasy a lot of the times when I examine applications for attorneys’fees. But I have to get right in there, take my Maalox, ignore the vilesmell, and see whether a fee should be awarded.” continued on page 89In His Own WordsOver the years Chancellor Leo Strine, Jr., has thought long and hard about the properfunctioning of the business world. In his writings off the bench in particular, he’s madeit clear that he supports stronger government regulation. These excerpts show Strine’sthinking on the most recent financial crisis and the Enron scandal.“Distilled down, what is most critical is that robust prudential regulation protectingsociety from risky corporate activity abated, precisely when corporations facedincreasingly strong pressures to engage in much riskier endeavors in order to generateshort-term results. In the financial sector, this potent cocktail was chased by severalgovernmental interventions to rescue the industry when its ‘innovative’ activitiesthreatened its health, a course of conduct that suggested that the financial industry couldtake risks other industries could not, because it had a de facto form of federal insurance.”—“Why Excessive Risk-Taking Is Not Unexpected,”The New York Times Dealbook, October 2009.“Rawest of all [in the aftermath of the financial crisis], though, was the dealfor millions of hardworking people who were paying their bills until the calamitydestroyed economic growth and resulted in double-digit, persistent unemployment.They continue to suffer as do many others who have retained their jobs but enduredfurloughs, benefit cuts, and pay freezes, and seen their local taxes increase as servicesby budget-crunched governments diminish.”—From a March 2011 speech at The University of Western Ontario.“For a variety of reasons . . . institutional investors often have a myopic concernfor short-term performance. . . . What is even more disturbing than hedge fundturnover is the gerbil-like trading activity of the mutual fund industry which is theprimary investor of Americans’ 401(k) contributions.”—“One Fundamental Corporate Governance Question We Face:Can Corporations Be Managed for the Long Term Unless TheirPowerful Electorates Also Act and Think Long Term?,”The Business Lawyer, November 2010.I confess that part of me sees the Enron situation as a healthy, if very painful, lessonabout the need for investors and other market players to be attentive to their ownself-interest. Caveat emptor! Caveat emptor! Caveat emptor! The after-the-fact threatof federal and state law liability can never be an efficient or adequate method by whichto ensure corporate integrity. And quite bluntly, it is questionable whether costlygovernment policies ought be directed at placing crutches under well-heeled investorswho can walk for themselves.—“Derivative Impact? Some Early Reflections on theCorporation Law Implications of the Enron Debacle,”The Business Lawyer, August 2002.80 March 2012 | americanlawyer.comThe American Lawyer | March 2012 81

MBIA and other monolines lost billionsinsuring toxic mortgage-backed securities.So they went after the banks that securitizedthe loans. So far they’re winning.THE AVENGERSWill they be the ones who make the banks payfor the mortgage mess?By Nate RaymondPhotographs By Steven LaxtonONLOOKERS CROWDED the aisles and doorwayof the Manhattan courtroom of Justice EileenBran sten on October 5. The New York state courtjudge normally wouldn’t have allowed a standing room audience.But with lawyers, investors, and court watchers coming from asfar away as San Francisco and Cleveland to squeeze into room442 at 60 Centre Street, Bransten made an exception. After all,she said, her ruling would have “a major impact on lots of people.”If anything, her words were an understatement.The plaintiffs in the case, MBIA Inc. and Syncora HoldingsLtd., are just two of the monoline insurers who have launcheda fusillade of litigation against big banks over toxic mortgagebackedsecurities. Insuring securities backed by bad loans hascost the monolines billions and pushed some of them intobankruptcy; now the insurers are fighting to recover their lossesfrom the banks that made the loans and packaged them. JusticeBransten’s ruling on this latest issue—to what extent MBIAand Syncora would have to prove fraud by defendants Bankof America Corporation and Countrywide Financial Corporation—willlikely affect manyof the almost three dozen otherWILLING TO TAKE ON THEBANKS: QUINN EMANUEL’SPHILIPPE SELENDY (LEFT)AND PETER CALAMARImonoline suits against the banks.In court that day, Countrywidecounsel Mark Holland ofGoodwin Procter argued that theFor more on mortgage-backed securities litigation, visit www.litigationdaily.com82 March 2012 | americanlawyer.comThe American Lawyer | March 2012 83

insurance companies were unfairly blaming the banks for the falloutfrom an unprecedented national housing market crash. Quinn EmanuelUrquhart & Sullivan’s Philippe Selendy, representing MBIA, retortedthat Countrywide wanted the judge to rule that the crisis was “a ‘getout-of-jail-free’card that allows them to escape liability for their fraudand shift the costs to innocent parties.”Three months later, on January 3, Justice Bransten largely sided withthe monolines. She ruled that MBIA and Syncora only needed to showthat they wouldn’t have insured the mortgage-backed securities if theyhad known about the alleged misrepresentations by Countrywide—now owned by Bank of America—in its mortgage securitizations. LikeBran sten’s other rulings in the monoline litigation, her decision providedammunition for monolines like Assured Guaranty Ltd. in theirown fights with the banks. (The decision is now on appeal.)At press time a settlement increasingly seemed the likely result inMBIA’s suit against Bank of America, which has its own pending suitagainst the monoline over the insurer’s 2009 restructuring, set for trial inMBIA and other monolines demanded that thebanks repurchase hundreds of thousands oftroubled mortgages. But the banks resisted.April. But even if MBIA and Bank of America make peace, another slewof suits—largely handled by firms such as Quinn Emanuel and PattersonBelknap Webb & Tyler—are still moving through the courts, and the riskof significant liability for the banks does not seem to be diminishing.The monolines’ progress so far contrasts with the struggles of regulatorsto hold Wall Street accountable for the excesses of the housingboom. Few criminal prosecutions have resulted from the subprimemeltdown. The Securities and Exchange Commission’s settlements withthe banks have drawn scrutiny from at least one judge, who questionswhether they went far enough. Class actions brought by investors inmortgage-backed securities have hit procedural roadblocks, and investorshave fought among themselves over whether the biggest settlementproposed so far related to their contractual mortgage repurchase claims,an $8.5 billion accord with Bank of America, is big enough.Amid the troubled lawsuits and investigations, will it be a groupof battered insurers who hold the banks accountable in court for thefinancial crisis?THE FIRST MONOLINES—known as such because they had justone line of business, backing bonds against possible defaults—were Ambac Financial Group, Inc., and Municipal Bond InsuranceAssociation (now MBIA), born in the early 1970s with the goalof insuring municipal bonds. Over time, the monolines came to includecompanies such as Assured Guaranty, XL Capital Assurance Inc. (nowSyncora), and CIFG Holding, Ltd., and they expanded their focus to insurestructured finance securities, including securities backed by mortgageson residential real estate. What began as a niche grew rapidlyduring the housing bubble of the 2000s.Then the bubble burst. When the mortgages in the securities soured,billions of dollars in claims by investor policyholders overwhelmed themonolines. By 2010 Ambac was paying out a reported $120 million amonth on claims related to mortgage-backed securities. As of September,MBIA had incurred losses of more than $4.6 billion. Assured Guarantysays it has paid out $2.5 billion net of reinsurance.The monolines’ own AAA credit ratings—crucial for reassuring munibond investors that the firms can pay out claims—vanished. In somecases, their ratings went to junk status. The insurers were forced to takedrastic steps. In February 2009 MBIA split into two separate companies:One entity would handle municipal bond insurance; the other tookthe troubled structured finance business. Ambac faced a similar fate.In March 2010 the insurer separated $64 billion in structured financepolicies into a segregated account at the order of Wisconsin insuranceregulators. Its holding company filed for Chapter 11 bankruptcy protectionin November 2010. Financial Guaranty Insurance Company,another monoline, filed for Chapter 11 in August 2010.(These moves didn’t go over well with the banks, which were tryingto collect on policies for their own mortgage-related investments.Eighteen banks brought in Sullivan & Cromwell to sue MBIA in May2009 for fraudulently conveying $5 billion in assets to its municipalbond arm. MBIA denies the claims and has since settled withall but four banks.)As more and more mortgage-backed securities went bad,monolines lawyered up to investigate the toxic investments.Court records show that in fall 2007, MBIA hired Weil, Gotshal& Manges and Cadwalader, Wickersham & Taft to adviseit on potential claims against Countrywide and ResidentialFunding Company LLC, the mortgage arm and securitizationsponsor of what is today Ally Financial Inc. As a party to thesecuritizations, MBIA had contractual rights under two separatesets of agreements: one that governed the securitizations’structure and another that covered how the insurance policies worked.Within those agreements lay a potential escape hatch to recover fromtheir losses. The documents provided for representations and warrantiesabout the mortgages being securitized, such as the homeowners’income, employment, and credit scores. The agreements also stipulatedthat if a mortgage did not meet those standards, a monoline or trusteecould demand that the bank buy back or replace the mortgage.The trick, then, was to figure out how many mortgages didn’t live upto the reps and warranties and needed “put-back,” as lawyers later cameto call the claim. Under its servicing and insurance agreements, MBIA’slawyers believed that the insurer had a right to demand access to theunderlying documents and mortgage files related to the securitizations.After MBIA gained what it says was limited access, consultants hiredto analyze samples of the mortgage files found big problems. WithResidential Funding, for example, reviews of 7,913 loan files found thatmore than 88 percent of the mortgages did not meet the standards describedin the contracts, according to MBIA’s later court filings.MBIA and the other monolines demanded that the banks repurchasehundreds of thousands of troubled mortgages. But the banks resisted.Some loans were still performing despite alleged breaches, which couldstem from missing paperwork. More fundamentally, the banks claimedthat the monolines had known exactly what they were insuring. BarryLevin, an Orrick, Herrington & Sutcliffe partner who representsCredit Suisse Group AG in suits by MBIA, Ambac, and Assured, callsthe monolines “extremely sophisticated” deal participants in the securitizationmachine who had access to all relevant information whenthey agreed to insure the securitizations. Yet by their own accounts, themonolines did no independent due diligence on the loans, relying insteadon what banks told them. “And now that the market has collapsed,they decided to try to shift their losses to others,” Levin says.MBIA sued Countrywide for fraud and breach of contract in NewYork state court on September 30, 2008, just two weeks after LehmanBrothers Holdings Inc. collapsed. The lawsuit was the first of many. InNovember 2008 Ambac launched a federal suit against an arm of Bear,Stearns & Co., Inc., now owned by JPMorgan Chase & Co. A monthlater MBIA sued Residential Funding after the insurer had alreadypaid out $264 million in claims to investors in five GMAC securitizations.By the beginning of 2012, another four monolines had joinedMBIA and Ambac in filing at least 32 lawsuits in federal and statecourts in New York, California, Washington, D.C., and Texas.ASMALL COTERIE OF FIRMS is representing the monolines.“There’s a fraternity of lawyers handling these cases onbehalf of the monoline plaintiffs, and we are in regularcontact to compare notes and share ideas,” says Jacob Buchdahl of SusmanGodfrey. While some of these firms, such as Debevoise & Plimpton,Cadwalader, and Kutak Rock, had transactional experience relatedto securitizations or to the monolines, more often the monolines haveturned to firms with few if any banking conflicts: Quinn Emanuel, PattersonBelkap, Susman Godfrey, and Boies, Schiller & Flexner.ORRICK’S BARRY LEVIN SAYSTHE MONOLINES DIDN’T DOTHEIR OWN DUE DILIGENCE ONSECURITIZED MORTGAGES.The lawsuits drew interest amonginvestors such as Manal Mehta, apartner at San Francisco-based hedgefund Branch Hill Capital. Mehta, aformer Morgan Stanley trader whodescribes himself as left-leaning, twoyears ago started buying stock first inMBIA and then in Assured Guaranty,after deciding that investing in themonolines was the surest way to profitfrom the banks’ mortgage-backedsecurities liabilities. “Two years ago,people said this wasn’t real, that theywere suing and weren’t going to recoveranything,” he says. But as favorablerulings have piled up, Mehta hasbecome more sure of his bet.The numbers in two Bank ofAmerica settlements—one with investorsand another with a monoline—alsoback Mehta’s hunch thatthe insurers are on track to land biggerrecoveries than other plaintiffs.Last June, Bank of America reachedan $8.5 billion settlement with investorsin private label mortgage-backedsecurities following negotiationsbetween Gibbs & Bruns, who representeda group of institutional investors,and the bank’s lawyers atWachtell, Lipton, Rosen & Katz.Lawyers for investors not at the negotiatingtable have since challenged thesettlement as too small; it equates tojust 4 cents on the dollar when comparedto the amount outstanding atthe time, $221 billion. In contrast,lawyers for Assured Guaranty at PattersonBelknap and Deb evoise helped their client land a settlementof at least $1.1 billion in April 2011 with BofA that was equal to 21percent of the $5.2 billion still owed by homeowners in the mortgagesecuritizations that Assured Guaranty had insured.With each court ruling, Mehta figures, the cost of settling increasesfor the banks. And there have been a lot of court rulings thatfavor the monolines.The first big decision came in July 2009. Justice Bransten largelydisregarded a motion by Countrywide to dismiss parts of MBIA’s suitaccusing it of fraud in misrepresenting which loans went into the securitizations.Her ruling had big reverberations. In the two years thatfollowed, state and federal judges in New York cited the decision andallowed several other suits by MBIA, Syncora, and Ambac allegingfraud to move forward against units of Ally Financial, Morgan Stanley,JPMorgan Chase, and Bank of America. Keeping the fraud claimsalive meant that the monolines not only could seek punitive damagesbut also potentially probe the business operations that allowed the allegedlyflawed loan processes in the first place.84 March 2012 | americanlawyer.comThe American Lawyer | March 2012 85

When a state appellate court affirmed Justice Bransten’s decision inJune 2011, it effectively killed the banks’ hopes of narrowing the suits.By then, the series of fraud decisions had emboldened lawyers for themonolines to dig deeper in their quests for damages. In February 2011Patterson Belknap partners Philip Forlenza and Erik Haas unleashed a165-page suit in New York state court against the former Bear Stearns,now J.P. Morgan Securities LLC. The suit claimed that Bear Stearnshad tricked their client Ambac into insuring a mortgage pool underwrittenby the bank that was a “SACK OF SHIT,” as one Bear Stearnsdeal manager termed it in an e-mail.“And it gets worse,” the Patterson lawyers wrote. Although JPMorganhad refused to pay up on Ambac’s put-back claims after acquiring Bear inMarch 2008, the lawsuit claimed that the bank had quietly pocketed sumsit recovered from the loans’ originators while leaving the bad loans in thesecuritizations. Greenberg Traurig lawyers representing Bear’s mortgagearm, EMC Mortgage Corporation, call those claims a “conspiracy-theoryfiction, with a commensurate amount of truth” in court papers.The suit is still pending. In a sign of confidence, Forlenza and Haashave filed new complaints in suits for Syncora and Assured GuarantyTAKING AIM AT THE BANKSSUITMBIA v. Countrywide(Bank of America)MBIA v. ResidentialFunding (Ally)DAMAGESSOUGHTMONOLINECOUNSELBANKCOUNSEL$3 billion Quinn Emanuel Goodwin Procter(Countrywide);O’Melveny & Myers(BofA)$871 million Cadwalader Carpenter Lipps& Lelandagainst EMC and JPMorgan that tacked fraud claims onto what hadoriginally been simpler breach-of-contract suits. The new state courtcomplaint that Assured filed in November cited no less than 35 confidentialwitnesses, including former employees at Bear Stearns, who theinsurer said would back its claims that the bank’s representations aboutquality control and due diligence were “false and misleading.” JPMorgandenies the allegations.Other rulings have similarly encouraged the monolines. The bankshave struck out three times in trying to convince judges that the insurersneed to go loan-by-loan to prove breaches of contract rather thanprove their cases based on a sampling of loans. Justice Bransten firstsigned off on the idea in December 2010 in MBIA’s suit against Countrywide,and federal district court judges Paul Crotty and Jed Rakofflater followed in suits against units of Flagstar Bancorp and JPMorgan.In the latest monoline victory, Justice Bransten again leads the pack,declaring that MBIA and Syncora did not have to prove that Countrywide’smisrepresentations caused a mortgage to go sour. The monolines’lawyers will no doubt seize on the decision for other cases. Lawyershave already teed the causation issue up for judges Crotty and Rakoff.Monoline insurers have filed more than 32 suits against banks over mortgage-backed securities gone bad. The cases below areamong the most closely watched, either because of the damages at stake or because of how far the litigation has advanced.Ambac v. EMCMortgage (J.P. MorganSecurities)$641 million Patterson Belknap Greenberg Traurig (EMC);Sullivan & Cromwell(J.P. Morgan Securities)CLAIMSFraud,breach of contractFraud,breach of contractFraud,breach of contractFGIC v. Ally Financial $549 million* Jones Day Orrick Fraud,breach of contractMBIA v. Credit Suisse $296 million Patterson Belknap Orrick Fraud,breach of contractSyncora v. J.P. MorganSecuritiesAssured Guaranty v.Flagstar Bancorp$168.6 million Patterson Belknap Greenberg Traurig;Sullivan & CromwellFraud,breach of contractSTATUSA New York state appellate courtgreenlit MBIA’s fraud claims in June 2011.Justice Eileen Bransten in January heldthat MBIA only had to show it wouldn’thave insured the securitizations had itknown of Countrywide’s alleged fraud.Discovery is proceeding after a NewYork state court judge denied a motionto dismiss in December 2009.Discovery is proceeding in New York statecourt after federal district court judgeRichard Berman dismissed a federalversion of the suit on diversity grounds.Ally has removed the suits to federaldistrict court in Manhattan.In October New York state court judgeShirley Kornreich reversed her owndecision dismissing MBIA’s fraud claims.Credit Suisse has appealed.Filed in New York state court, the suit ismoving parallel to a federal suit brought bySyncora against EMC.$82.4 million Susman Godfrey Arnold & Porter Breach of contract At press time, trial was set to begin beforefederal district court judge Jed Rakoff inManhattan as early as February 15.*Total damages sought in eight separate lawsuits filed by FGIC against units of Ally“Everyone’s paying attention to everyone else’s case and every reporteddecision,” Susman’s Buchdahl says.The insurers are now engaged in a discovery campaign that has takenthem around the country. In 2011 MBIA issued thousands of subpoenasseeking employment records for homeowners throughout the country todetermine if they really had the jobs and incomes they had claimed whenCountrywide sold them mortgages. Confidential witnesses increasinglyare being cited in the monolines’ complaints; in a January 19 letter to thejudges overseeing Syncora’s and Ambac’s suits against JPMorgan, Haasdescribed various whistle-blowers who had met with Patterson Belknap.The evidence the firm gathered in its case for MBIA against Credit Suissegot the attention of the Securities and Exchange Commission, which hassubpoenaed Patterson Belknap.Eileen Foster, a former Countrywide Financial executivewho says she alerted senior management to fraud in its mortgagepractices, told 60 Minutes in December that the U.S. Departmentof Justice had never interviewed her during its investigations.That same month, Quinn Emanuel got the okay to deposeher for MBIA’s suit against her former employer. Another monoline,FGIC, is also seeking to depose her, according to her lawyer,Irvine, California, solo practitioner Matthew Tonkovich.Still, for all the monolines’ success in court, awards are scant,and obstacles remain. At least one judge has complained of theyears the cases have taken to progress. Frequent motions by thebanks, coupled with multiple appeals on pretrial issues, have slowed thecases considerably. “The banks’ major strategy seems to be to drag theseout as long as possible,” says Isaac Gradman, a litigation consultant in SanFrancisco and former associate at Howard Rice Nemerovski Canady Falk& Rabkin who frequently blogs about MBS cases.Some of the delays can be blamed on the monolines’ fraud claims;motion practice related to those fraud claims continues to bog downmany cases. Assured Guaranty, in contrast, left those claims out of severalof its suits, and at press time Susman lawyers representing Assuredand Arnold & Porter lawyers for Flagstar were preparing for trial in asuit filed in federal district court in Manhattan only last April. “It’s beena whirlwind discovery period, with document discovery, depositions,and expert reports completed in just a few months,” Buchdahl says.Neither Buchdahl nor a spokeswoman for Assured would comment onwhy it has not alleged fraud in most of its suits. But given that Assured todayranks as the healthiest of the monolines—and the only one still issuingpolicies—it may see a day in the future when it wants a relationshipwith the banks. James Michener, Assured’s general counsel, told the NewYork State Assembly in February 2011 that Assured had held off from suingCountrywide since “we have tried to make the put-back process work”with out-of-court requests for mortgage repurchases. “Their strategy hasbeen to try to be the good guy,” says Mehta, who holds shares of Assured.Delay isn’t the only problem standing in the way of big settlements.Suits filed by the monolines over more complicated financial instrumentshave struggled. In 2009 Quinn Emanuel, on behalf of MBIA,sued Merrill Lynch & Co., Inc., over $5.7 billion in credit default swapsthe insurer issued on collateralized debt obligations. Merrill’s counsel atSkadden, Arps, Slate, Meagher & Flom knocked that suit out throughrulings at both the lower and appellate court levels in the New Yorkstate courts. MBIA sought to file an amended complaint with new allegationsin June 2011, then wound up settling for an undisclosed sum amonth later with Merrill, which Bank of America today owns.And while most court precedent so far favors the monolines, onestate court judge in New York, Justice Shirley Kornreich, has taken adifferent view of the merits of their cases. Her docket includes all threeof the monolines’ suits against Credit Suisse, and those cases have resultedin some of the biggest legal hiccups so far for their put-back crusade.Initially, she handed them a win—denying a motion by Orrick’sLevin to dismiss MBIA’s fraud claims against Credit Suisse—that puther in line with other judges in the New York courts. But when she gotto Ambac’s very similar case in April 2011, she dismissed Ambac’s fraudclaims—and withdrew her MBIA decision, too. In October, in the wakeof the Countrywide appellate ruling that let MBIA bring fraud claimsagainst the bank, MBIA’s lawyers at Patterson Belknap convinced her tochange her mind one more time, allowing fraud claims against CreditSuisse. But the incident marked Justice Kornreich as a judge moving ina different direction from her colleagues on the bench.Banks are also positioning themselves for Armageddon with bankruptcybackup plans. In lawsuits against Countrywide, Bank of America’slawyers at O’Melveny & Myers have fought to avoid court rulings thathold that the parent has successor liability for its troubled stepchild. ThatOther judges have followed Justice Bransten’s leadin keeping alive fraud claims against the banks—emboldening the monolines to expand their allegations.strategy appears designed to allow Bank of America to send Countrywideinto bankruptcy protection if the liabilities get too big. (Justice Branstenstands alone in allowing MBIA to pursue claims against Bank of America;the bank’s decision not to appeal prevented a more disastrous highercourt decision on the subject.) Ally Financial appears to have a similaridea in mind with its own mortgage origination unit, Residential Capital,LLC. FGIC’s lawyers at Jones Day noted the “significant possibility” of aResCap bankruptcy filing when they launched eight lawsuits seeking atleast $549 million against ResCap and other Ally subsidiaries beginningin November. Ally, which turned to Orrick for its defense in the suits,declined to comment on ResCap’s future.EVEN WITH ALL THE POTENTIAL roadblocks to booking recoveries,though, the monolines are hopeful. In November,MBIA said it expected at least $2.8 billion in potential settlementsor awards for breach of contract claims—an amount recordedprior to a December settlement in its suit with Morgan Stanley. AssuredGuaranty estimates that it will recover $1.48 billion from banks otherthan Bank of America via its rep and warranty claims.The monolines have added new banks to their hunt too: UBS AG inNovember received a letter from the monolines’ trade group, the Associationof Financial Guaranty Insurers, that criticized its disclosures ofpotential mortgage-backed securities liabilities. In a statement UBS saidthe letter’s claims were “inaccurate” and called many of the put-backdemands “unfounded.”Those contentions did not stop Assured Guaranty from firing off abreach of contract suit against UBS, whose toxic investment productshad already resulted in $308 million in insurance claims. At its side wasQuinn’s Selendy, fresh off his causation win.Will it be the last suit he files for a monoline? Selendy declined tosay. But with at least a year left before the statute of limitations runsout on bringing fraud lawsuits on the last generation of securitizations,monolines have plenty of time left for more suits. There are still plentyof other troubled loans for them to sue over.E-mail: nraymond@alm.com.86 March 2012 | americanlawyer.comThe American Lawyer | March 2012 87

APRIL 17, 2012 | MARINES MEMORIAL CLUB, SAN FRANCISCO, CAKEYNOTE:Amy Singer, Ph.D.President & CEOTrial Consultants, Inc.Session Topics Include: Jury Trials in the New Social Media Universe Social Media Policy: Building, Monitoring andEnforcing Crisis Management: Laying Out a Clear Plan Social Media and eDiscovery Who’s Responsible: Ethics Behind Social Media Social Media Rules of Engagement and theArt of Digital Marketing/Brand Recognition Everything in Moderation - Is this Still True? Crisis Management: Laying Out a Clear PlanWe’ve had “the financial crisis, Gulf oil spill,[coal mine disasters], and people are talking aboutregulation holding down America?” Strine says.TELL US HOW YOU REALLY FEEL, LEO continued from page 81 And he didindeed award $5 million in attorneys’ fees to a major shareholder for itsrole in Black’s removal.)Two months later, Strine is still roiled about the Northwestern professor’sthesis. He says he’s not sure if Bernard Black’s data is correct, butwarns that there’s a danger if other courts start routinely interpretingDelaware law. “People should stay in their own lane,” he says, using oneof his favorite expressions. “How do you get accountability unless youget the answer from the horse’s mouth?” He adds: “We are the BergdorfGoodman, not the Dollar Store, of corporate law.”Strine doesn’t identify any particular states as running Dollar Store corporatelaw shops, but in the past he has parried with judges in other statesover the proper place for M&A litigation. In 2007 shareholder litigationover a leveraged buyout involving The Topps Company, Inc., he basicallytold New York state court judge Herbert Cahn to keep his mitts off thisdispute when different shareholder groups filed challenges to the deal inNew York and Delaware. Although Cahn refused to step back, Strine didend up issuing the controlling ruling, in which he enjoined a shareholdermeeting because he found Topps’s proxy materials misleading.The chancellor maintains that he isn’t concerned about Delaware’s“market share,” per se, but only wants to see the proper and consistentapplication of Delaware law. However, in a December 2008 speech atUtrecht University in the Netherlands, Strine spoke frankly about Delaware’sfinancial interest in keeping corporate litigation in Delaware.“For us, a small state, it is vital that we remain the leader in corporationlaw. That leadership produces thousands of Delaware jobs and nearly aquarter of our state’s budget revenues.”When corporate lawyers talk about Strine, they’ll wax rhapsodic overhis rulings in Topps, or Cox, or his discussion of takeover law in ChesapeakeCorp. v. Shore, in which he invalidated certain defensive tactics of a targetbecause they interfered with shareholders’ rights to vote on the deal.When Strine talks about his judicial career, he enjoys reminiscingabout some less famous cases. “I’ll never forget Prince the barking dog,”he says. Prince’s neighbors sued to halt the canine’s incessant yapping.Strine’s edict: “I finally had to send Prince to live somewhere else.”Strine has also resolved neighbor battles over so-called spite fences,family squabbles over wills, and emotionally wrenching guardianshipcases. Early in his tenure on the bench, he ruled in 1999 that an insurancecompany had to pay for a lung transplant for a dying woman.“The national focus on our court is business cases,” he remarks, “butthese things keep you human.”In another little-known aspect of the chancellor’s job, Strine sits onDelaware’s Board of Pardons. In January the board voted 4 to 1 to commutethe death sentence of convicted murderer Robert Gattis to life inprison. In a written ruling explaining its decision, the board noted thatone member of its panel believed that there is no moral justification forexecuting the incarcerated: “When the taking of life is not required asa matter of self-defense, that member believes that one cannot ethicallyor morally take that act.”Strine acknowledges that he is that member. “I’ve been around thedeath penalty more than I would like,” he says. As Governor Carper’scounsel, Strine had to tell wardens by phone to proceed with roughly ahalf-dozen executions. Strine struggles to describe a case that still upsetshim, in which a prisoner refused to participate in a lethal injection,and was hanged from a gallows. It particularly bothered Strine that theprisoner had to wait for many long minutes in the cold before Strinecould tell the warden to proceed. “The case with the hanging—that stillgets to me,” he says.Strine was just 28 when he left his job as an associate at the Wilmingtonoffice of Skadden, Arps, Slate, Meagher & Flom to become Carper’slegal adviser and one of his top policy aides. (Strine had worked on variousCarper campaigns since he was an undergraduateat the University of Delaware.) “GovernorCarper was an extraordinarily good governor, andwe did a lot of good things,” the judge says. “Welfarereform, charter schools, Head Start for all4-year-olds in poverty, extended day care.” Strinealso pushed to ensure that sexual orientation wasprotected under the state’s hate crime statute. Butalong the way, Strine made some enemies. “Thisis a small state. It’s a very personal place,” explainsJeffrey Bullock, who worked closely with Strineas Carper’s chief of staff, and who is now Delaware’ssecretary of state. “Leo was very, very successful, but at the sametime we had left some bruised feelings, particularly in the [state] Senate.”Bullock adds, Strine’s “wit and sense of humor gets him in troublesometimes. He can be difficult sometimes, but usually with some purpose.People sometimes misinterpret that or misunderstand.”So when Carper nominated Strine for the Chancery Court in 1998,some Republicans took aim, and his confirmation process turned into aknock-down, drag-out affair. Making matters more stressful for Strine, hisconfirmation hearing was held on his wife’s due date for their first child.There wasn’t much doubt that Strine—who graduated summa cumlaude from the University of Delaware and magna cum laude from theUniversity of Pennsylvania Law School—had the intellectual chops tobe a judge. Instead, his opponents raised the issue of whether he hadthe right judicial temperament.Strine’s nomination barely squeaked through the Delaware Senateby a vote of 12-to-8, one vote over the minimum needed. And it waswidely reported that Governor Carper had to engage in some blatantpolitical horse trading to ensure that vote: One senator got a judgeshipfor his son, and another got a political post for his son. Strine declinedto comment on the tumult over his nomination.By the time that Strine’s 12-year appointment was up in 2010, thecontroversy was far behind him. The state senate unanimously approvedhim for another term as vice-chancellor.Strine’s corporate rulings are hard to neatly characterize.In recent years he has refused to dismiss derivative claims againstformer American International Group, Inc., chairman Maurice Greenberg;he has upheld Barnes & Noble’s poison pill; he has refused to enjointhe $7 billion sale of Massey Energy Company to Alpha Natural Resources,Inc., at the request of shareholders whose derivative claims would be extinguishedby the deal; and he forced Sun-Times Media Group Inc. to paythe backbreaking legal defense bills of its former chairman Conrad Blackuntil the appeal of his criminal fraud conviction was resolved.Although he can be harsh on plaintiffs who bring weak cases, he alsocan unleash his sharp tongue against corporate titans who he believeshave crossed the line. In a ruling on a derivative suit on behalf of AIG,he used especially harsh words to describe the allegations against Greenberg.“The complaint fairly supports the assertion that AIG’s Inner Cir-The American Lawyer | March 2012 89

THEHOW TOGUIDEWhether you need competitive, career or customer intelligence, the online LegalIntelligence Database provides easy access to essential market data and insights.In three simple steps, you can capture your CI advantage.STEP Clarify your market STEP Cut into the largest STEP Compare and1position with more2300 to 400 global3contrast all ofthan 40 Surveys,firms with Law Firmour data with theLists and RankingsReportsrobust search toolGET STARTED TODAY: Schedule a free demonstration withPhil Flora | 212-457-7767 | PFlora@alm.comALMLegalIntel.comcle led a—and I use this term with knowledge of its strength—criminalorganization,” he wrote in a 2009 ruling denying Greenberg’s motionto dismiss. “The diversity, pervasiveness, and materiality of the allegedfinancial wrongdoing at AIG is extraordinary.” (That case later settled.)In last year’s ruling involving Massey Energy—which owned the UpperBig Branch coal mine where 29 men were killed—his ruling drips withcontempt for the company and its former CEO, Don Blankenship.Strine is troubled by what happened in the last financial crisis, andhas written extensively on the subject. In a 2009 article for the Times’sDealbook, he wrote that stronger regulation is needed to protect longterminvestors from “corporate idiocy.” He’s also repeatedly taken aimat institutional investors for their “myopic concern for short-term performance,”calling this phenomenon a problem that “vexes our corporategovernance system.”“Here we’ve had a period with the financial crisis, Gulf oil spill, and[coal mine disasters], and people are talking about regulation holdingdown America?” he exclaims during the interview in his office. “Lotsof people are hurting because of massive regulatory failure and speculation.”Strine offers an ambitious vision for some sort of worldwideA HEAVY BURDEN continued from page 76 performance on a chosen portfolio,much as 401(k) plans do. “We’ve seen many of the largest firms upand down The Am Law 100 looking at these plans,” Deitch says. He saysmany firms that want to implement the new market-rate plans are consideringwhether to terminate their old cash balance plans. The IRS allowspartners to roll the accrued assets into IRAs.Banks like Citi, meanwhile, are advising firms that want to terminatetheir underfunded plans about new ways to fund the shortfall. Accordingto Michael McKenney, who heads credit origination at Citi Private Bank’sLaw Firm Group, firms are exploring financing the difference betweenprojected funds and payouts through term loans or life insurance. (In thelatter scenario, firms buy insurance on all their partners; the firm’s pensionfund is the beneficiary.) Because interest rates are low, McKenney says, dependingon a firm’s demographics and future pension obligations, it couldmake sense to borrow money now to fill a projected funding gap, ratherthan waiting until later, when borrowing costs may be higher.It’s much harderregulatory regime. “We need regulatory structures to be globalized,” hesays. “We have to understand the extent to which our fates are alignedwith others,” he says. “It’s not easy, but what is your choice?”Yet Strine says he doesn’t see the need for his court to make corporationsmore accountable. “Corporate law has almost nothing to dowith this,” he says. “The role of corporate law is not to police externalities.. . . Corporate law is a specialized contract law between investorsand managers.”Strine stresses above all that judges must know their place in thesystem. “The judicial branch has a special role of impartiality,” he says.“You must be willing to subordinate the personal.” But that doesn’tmean Strine plans to be boring.When Strine was elevated to chancellor last summer, he said at thetime: “I will do everything in my power to ensure we have a strongCourt of Chancery.” Then he added, “I’m sure at times I’m going to saythings that aren’t the most diplomatic. I will always be mindful of thereputation of my state, but I am going to be myself.”E-mail: sbeck@alm.com.to substantially reducefuture liability with the unfunded plans. Eliminating or substantiallyscaling back the benefit formulas is tough. With partners closest to retirementunwilling to make sacrifices, and new partners lacking clout,it is often the partners in their late forties and early fifties that have totake the initiative—and absorb the brunt of any reductions. Many whohave gone through it say that the process is an emotional minefield.“We fought about this,” recalls the head of one Am Law 100 firm, discussingefforts to reduce his firm’s future benefit guarantees. “The olderpartners should have exhibited leadership. They didn’t.”One recently retired partner from Foley & Lardner says that there waswidespread tension over the management committee’s decision in 2009to freeze the firm’s traditional pension plan to current participants and atcurrent prorated vesting levels; the old plan guaranteed partners with 30years of service an annual benefit of a quarter of the average of their threehighest-earning years. Says this partner: “I worked under a partnershipagreement that promised me something. I don’t feel that I’ve gotten a gift.But I feel for the people who will be missing out on that benefit.” (Foleydeclined to comment on its pension plan or changes to the plan.)To “avoid pulling the rug out from anyone,” as one managing partnerput it, some firms are gradually reducing their benefits levels. Beginningin 2008, for example, Paul, Weiss, Rifkind, Wharton & Garrison reducedits benefit percentage from 25 percent of the average of a partner’s topcompensationyears to 20 percent. The firm will continue to reduce thepercentage by a half-percentage each year until the obligation drops to15 percent. The firm has also gradually lowered its cap, from 15 to 8.5percent of total firm income; by 2014, the cap will be 7.5 percent. (Thechanges apply only to active partners, not retirees.)To get rid of the unfunded plans entirely takes a strong commitmentfrom firm leadership and years to accomplish. Charles Smith, a seniorERISA partner at K&L Gates who spearheaded his firm’s overhaul inthe mid-eighties and manages current benefit plans, says he had tomeet with and persuade each of the roughly 100 partners then at thefirm to agree to phase out the unfunded plan and change over to 401(k)retirement funding. At the time, retiring partners could look forward toreceiving 40 percent of their last three years of compensation for life. “Iknew it was a time bomb if the firm continued to do it,” Smith says.Even so, the firm is still whittling down its unfunded liability morethan 25 years later; there are two or three partners still receiving benefitsunder the old plan.K&L Gates has also recently sought opportunities to increase retirementbenefits. In 2009 the firm was an early adopter of the new marketrate plans (it set up the program under draft rules that became fullyeffective this year). In exchange for security down the road, the firmpromises a very low growth rate, investing in short-term Treasuries andsimilar instruments. “This is your sleep-at-night money,” Smith says. “IfI can get, in today’s market, 30 basis points, I’m doing just fine.”Such plans still expose firms to limited liability. Under IRS rules,when a retired partner receives a distribution from the plan, he or shemust receive an amount at least equal to the contributions he or shehas made to the plan. In the unlikely event of a shortfall, the firm mustcover it, but in turn, the firm charges that payout against the partnershipaccount of the partner receiving the distribution.K&L Gates got the job done at a time when its partnership wasyoung, small, and spread between just two offices. Most firms hoping tochange their plans now aren’t so lucky. But doing nothing has becomeincreasingly risky. At a time when it is by no means certain that eventhe best-positioned firms can continue to grow their way out of a pensionproblem, it is worth considering whether the sums being paid topartners who were lucky enough to retire at the tail end of an economicboom can still be justified.Let the conversation begin.E-mail: jtriedman@alm.com.The American Lawyer | March 2012 91

A SPECIAL ADVERTISING SECTIONA SPECIAL ADVERTISING SECTIONANNUAL GUIDE TO INTELLECTUAL PROPERTY LAWANNUAL GUIDE TO INTELLECTUAL PROPERTY LAWThis list of Top Rated Lawyers was created by Lexis-Nexis ® Martindale-Hubbell ® , the company that haslong set the standard for peer review ratings, sharing itslist of local lawyers who have reached the highest levelsof ethical standards and professional excellence.To create this list of Top Rated Lawyers, LexisNexis ® Martindale-Hubbell ®tapped its comprehensive database of Martindale-Hubbell ® Peer ReviewRatings to identify lawyers who have been rated by their peers to be AV ®Preeminent — the highest Peer Review Rating available.Martindale-Hubbell Peer Review Ratings are driven by the confidentialopinions of lawyers and members of the judiciary who receive invitationsfrom LexisNexis ® Martindale-Hubbell ® , via an online survey or by mail, toprovide reviews of lawyers of whom they have professional knowledge. PeerReview Rated lawyers are not required to have a paid listing on Lawyers.com SM or martindale.com ® . To learn more about Martindale-Hubbell PeerReview Ratings, please go to www.martindale.com/ratings.These lawyers can be found online at Lawyers.com and martindale.com ® ,in the Martindale-Hubbell ® Law Directory in print and CD-ROM formats, andonline through the LexisNexis ® services and at lexis.com ® .CALIFORNIASAN DIEGOSTEPHANIE L. SEIDMAN, PHDDr. Stephanie Seidman has more than 27years of experience providing strategiccounseling on the development and commercializationof patent portfolios for thebio-pharma industry. Dr. Seidman, who is aregistered patent attorney (admitted in the DConly), has prosecuted hundreds of biotechnicaland pharmaceutical patents. Her Ph.D. in molecularbiology and biochemistry, her degreesin chemistry and physics, and her detailed understanding of patent law,enable her to understand complex technologies and issues presented byher clients. She and the group of Ph.D. attorneys and technical specialistsshe has trained are dedicated to providing a high level and quality ofservice to her clients. She has been named to Best Lawyers – Biotechnology2010-2012, and was awarded a Women Who Mean Business award inSan Diego in 2006.ILLINOISCHICAGOJOHN S. PANIAGUASJohn S. Paniaguas is a partner in theIntellectual Property Practice of KattenMuchin Rosenman LLP. He focuses on strategicplanning for domestic and internationalintellectual property, with an emphasis onhigh technology patent matters. Mr. Paniaguasrepresents both publicly traded and privatelyheld companies, including start-ups.Mr. Paniaguas currently serves as vice chairmanof the International Patents Committeeof the Intellectual Patent Law Association ofChicago (IPLAC) and as chair emeritus of theDePaul University College of Law Advisory Board for the Center forIntellectual Property and Information Technology (CIPLIT). Mr. Paniaguasalso is an adjunct faculty member at DePaul University College of Law,where he teaches Advanced Patent Law, and the author of “A Practitioner’sGuide to Protecting Technology Assets” (DePaul Journal of Art,Technology & Intellectual Property Law, Spring 2010).Mr. Paniaguas formerly was an in-house patent counsel forMcGraw-Edison and Motorola. He graduated from Purdue Universitywith a B.S.E. in 1973 and from DePaul University College of Law in 1982and is a licensed professional engineer in Illinois and Indiana.ILLINOISCHICAGOR. MARK HALLIGANR. Mark Halligan is a veteran intellectualproperty litigator and jury trial lawyer.Mark has tried patent, copyright, trademark andtrade secret cases. Mark is a trusted counseloron all aspects of intellectual property law, forindividual and corporate clients, and Mark is afrequent lecturer on intellectual property issues.Mark Halligan is a go-to practitioner andthought leader in the increasingly important areaof trade secret protection. As an accomplishedlitigator, with over 30 years of experience, Markhas been sought out to take on the most complex trade secret matters.These global engagements often involve damages in the hundreds ofmillions and, even, billions of dollars. He also has been a pioneer inhelping clients identify, classify, and defend their trade secrets from theft.Mark leads Nixon Peabody’s expanding Trade Secret Team in theUnited States and internationally and he has been at the forefront offorensic discovery issues which are inextricably intertwined with tradesecret and IP litigation.4435 Eastgate Mall, Suite 400, San Diego, CA 92121p: 619.595.8010 , f: 619.595.8135sseidman@mckennalong.com525 W. Monroe Street, Chicago, IL 60661p: 312.902.5312, f: 312.902.1061300 S. Riverside Plaza, 16th Floor, Chicago, IL 60606-6613p: 312.425.3970, c: 312.607.0102, f: 866.770.4974ILLINOISCHICAGORUSSELL E. LEVINE, P.C.Mr. Levine is a Partner at Kirkland & Ellis LLP where he has spent his entire 25+ year career.He focuses his trial, appellate and alternative dispute resolution practice on patentinfringement matters and disputes involving and related to technology transfer and patentlicense agreements. His trial practice includes both jury trials and Section 337 proceedingsbefore the ITC. His appellate practice concentrates on appeals in the Court of Appeals forthe Federal Circuit. His technology transfer and licensing practice includes structuring andnegotiating both licensing-in and licensing-out transactions.Mr. Levine has received numerous accolades for his IP practice. He is named in the IAM250 World’s Leading Strategists, World’s Leading Patent and Technology Licensing Lawyers,and World’s Leading Patent Litigators. These IAM publications state that Russell “brings agreat sense for clients’ IP objectives to the table,” that he is “well known for the depth of hislicensing expertise,” and that “for the most important cases, he is one of the leading figuresin Chicago and nationally.” Legal 500 US has referred to him as an “outstanding strategist”and stated that “Russell comes highly recommended: ‘his strength is in understanding the issuesin a business context and seeking creative ways to end litigation.’” He has been includedin Chambers USA each year since 2008.Mr. Levine is Counsel to the Board of Trustees of LES (USA & Canada); an International Delegateto LESI; a member of the Board of Trustees at Chicago’s Museum of Science and Industryand Chair of its President’s Council; co-editor of “International Licensing and TechnologyTransfer: Practice and the Law;” and a member of WIPO’s List of Mediators and Arbitrators.300 N. LaSalle, Chicago, IL 60654p: 312.862.2466, c: 312.497.0937THE AMERICAN LAWYERwww.theamericanlawyer.com/topratedlawyerswww.theamericanlawyer.com/topratedlawyersMarch 2012

A SPECIAL ADVERTISING SECTIONA SPECIAL ADVERTISING SECTIONANNUAL GUIDE TO INTELLECTUAL PROPERTY LAWANNUAL GUIDE TO INTELLECTUAL PROPERTY LAWMICHIGANBLOOMFIELD HILLSMICHAEL D. FISHMANMichael D. Fishman, a founding member ofRader, Fishman & Grauer, advises clientson building and managing their intellectualproperty portfolios to maximize opportunities forlicensing, worldwide trademark filing, prosecution,and domain name registration. His practicefocuses on trademarks, unfair competition, andrelated matters. He has served on the EditorialBoard of the Trademark Reporter, published by the International TrademarkAssociation, and is a member of the American Bar Association, the StateBar of Michigan, and the International Trademark Association. In additionto being listed as an AV Preeminent Lawyer, Michael is listed among theBest Lawyers in America and Michigan Super Lawyers.MICHIGANBLOOMFIELD HILLSR. TERRANCE RADERR. Terrance Rader, a founding member ofRader, Fishman & Grauer, has been trialcounsel in more than 400 Federal lawsuitsinvolving intellectual property. He has triedmore than 70 cases including 18 patent jurytrials. As plaintiffs’ trial counsel, he has obtainedmore than 25 multimillion dollar judgments orsettlements ranging from $2 million to $280million. As defendant’s trial counsel, he hasobtained more than 25 judgments or settlementswhich have prevented damage awardsagainst clients ranging from $4 million to $550 million. He has extensivelitigation experience in Federal Court throughout the United States. Healso has extensive appellate experience at the Federal Circuit. In additionto being listed as an AV Preeminent Lawyer, Terry is listed among theBest Lawyers in America, Michigan Super Lawyers, Who’s Who in America,Who’s Who in American Law and was recognized by Best Lawyers as“Lawyer of the Year 2011” for Intellectual Property Law.NEW YORKNEW YORKMARY DONOVANMary Donovan has over thirty years experiencein intellectual property law. She is afounding partner in the firm of Donovan & YeeLLP, which practices exclusively in the area ofintellectual property. The firm handles domesticand international trademark, copyright andunfair competition matters. Firm attorneys litigatetrade dress, copyright, software, database,counterfeiting, and dilution matters before thecourts, the United States Trademark Trial andAppeal Board, and ICANN dispute arbitrationproviders. The firm also advises clients onlicensing and the intellectual property aspects of mergers and acquisitions.Since 1997, the firm has served clients in virtually every type ofindustry, including consumer goods, entertainment, pharmaceuticals,financial services, publishing, fashion, sports, and communications. Ithas been named a “go to” firm by Fortune 100 companies as reportedin IP Law & Business.Mary and her colleagues are active participants in the CopyrightSociety of the USA, the International Trademark Association, the AmericanIntellectual Property Association, the Association of the Bar of the Cityof New York, and the New York State Bar Association. Donovan & Yee LLPis a certified Women’s Business Enterprise.NEW YORKNEW YORKWILLIAM R. GOLDEN, JR.William R. Golden, Jr., a partner in theNew York office of Kelley Drye & WarrenLLP, chairs the firm’s Intellectual Property andTechnology Litigation practice group. Bill advisesmajor pharmaceutical, beverage, fragrance,cosmetic and apparel companies, and clientsin other industries, on acquiring and enforcingintellectual property rights, and he litigatesdisputes arising under the federal patent, trademark,and copyright statutes and theSherman Act. Bill has notable experience counseling clients in theinteraction between intellectual property and antitrust laws.Before joining Kelley Drye & Warren LLP, Bill was a partner at RogersHoge & Hills, a New York City law firm which specialized in intellectualproperty and food and drug law. A graduate of the University of VirginiaSchool of Law and Boston College, Bill has been a member of the InstitutionalReview Board of Rockefeller University for a number of years.KELLEY DRYE & WARREN LLP39533 Woodward Ave, Bloomfield Hills, MI 48304p: 248.594.0630, f: 248.594.061039533 Woodward Ave, Bloomfield Hills, MI 48304p: 248.594.0620, f: 248.594.0610161 Avenue of the Americas, Suite 1201, NYC, NY 10013p: 212.226.3946, f: 212.226.1995101 Park Avenue, New York, NY 10178p: 212.808.7992wgolden@kelleydrye.comMICHIGANBLOOMFIELD HILLSMINNESOTAMINNEAPOLISTEXASSHERMANMICHAEL B. STEWARTMichael B. Stewart, a founding memberof Rader, Fishman & Grauer, advisesclients on domestic and foreign patentprosecution, e-commerce and informationtechnology, patent opinions, and intellectualproperty litigation, domestic and foreigntrademark prosecution, trademark opinions,copyrights, trade secrets, rights of publicity,and intellectual property evaluations/duediligence and on drafting and negotiatingtechnology and intellectual property agreements.He has worked in a wide range of technical areas includinginformation technology, e-commerce, telecommunications, and mechanical,aerospace, computer, and nuclear engineering. Michael has beenrecognized by Crain’s Detroit Business as a 40 Under 40 business leaderto watch. In addition to being listed as an AV Preeminent Lawyer, he islisted among the Best Lawyers in America, Michigan Super Lawyers,Who’s Who in America and Who’s Who in American Law.R. J. ZAYEDR. J. has extensive experience in trial andappellate advocacy. He has tried over 40cases to jury verdict in federal court as lead trialcounsel (including patent infringement, contract,fraud and criminal cases) and has handled manymore bench trials, evidentiary hearings, andsummary judgment arguments throughout thecountry. R.J. also has briefed and argued over30 criminal and civil appeals before the U.S.Courts of Appeals for the Seventh, Eighth, Ninth and Federal Circuits.R.J.’s practice emphasizes patent and trade secret litigation, and whitecollar defense. His technical areas include medical devices, investmentmodels, nutraceuticals, polymers, flowmeters, composites, encryptiondevices, identity cards, memory devices, digital and analog circuitry,telecommunications, and chemical and mechanical processes.CARLSON, CASPERS,VANDENBURGH & LINDQUIST, P.A.INTELLECTUAL PROPERTY LITIGATION & COUNSELINGCLYDE M. SIEBMANActively involved in the litigation of patents,trademarks and copyrights in the Eastern & NorthernDistricts of Texas since 1989. Counsel of record in over325 cases in the Eastern District. Board Certified inCivil Trial Law by the Texas Board of Legal Specialization.Cases by Appointment in Tyler, Marshall, Lufkin, Plano and ShermanClyde M. Siebman39533 Woodward Ave, Bloomfield Hills, MI 48304p: 248.594.0633, f: 248.594.0610225 South Sixth Street, Suite 3200Minneapolis, MN 55402p: 612.436-9600, direct: 612.436.9643, f: 612.436.9605Federal Courthouse Sq., 300 N. Travis St., Sherman, TX 75090p: 903.870.0070, c: 903.819.3076THE AMERICAN LAWYERwww.theamericanlawyer.com/topratedlawyerswww.theamericanlawyer.com/topratedlawyersMarch 2012

A SPECIAL ADVERTISING SECTIONA SPECIAL ADVERTISING SECTIONANNUAL GUIDE TO INTELLECTUAL PROPERTY LAWANNUAL GUIDE TO LEGAL MALPRACTICE LAWTEXASDALLASGERALD T. WELCHJerry is a member of SNR Denton’s Intellectual Property practice. With more than 30 years ofexperience advising corporations worldwide, he helps his clients integrate their intellectualproperty within their overall business strategy. His practice includes: Developing corporate patent portfolios based on (i) internal invention programs and(ii) external development programs resulting from technology development programs. Preparing and negotiating a variety of technology transactions including agreementsinvolving consulting, research, technology development, supply and distribution,joint ventures, and M&A agreements. Conducting technology audits and evaluations of target and third-party assetsfor debt/equity investors. Structuring and conducting worldwide licensing-out programs to generate revenuefrom idle technology. sLitigation support including case management, Markman analyses,and damages analyses.Jerry previously served as Director of Licensing at Kodak, and as General Counsel ofM&SD Corp. (acquired by EDS). He also served in the U.S. Air Force (1971-1977) as a systemsengineer on the B1-A program and later in the Office of the Judge Advocate General.MICHIGANSOUTHFIELDHARVEY R. HELLERMr. Heller is the shareholder in charge of thefirm’s Insurance Coverage and DefensePractice Group. He has specialized in Lawyers’Professional Liability Defense for over 30 years andrepresented over 1000 lawyers, as well as a largecross section of other professionals. Mr. Helleralso provides insurance coverage and relatedlitigation services to the insurance industry.In addition to being an active litigator,Mr. Heller is a member of the Michigan State BarFoundation Fellows and the Michigan DefenseTrial Council. On a national level, Mr. Heller is amember of the American Bar Association Standing Committee on Lawyers’Professional Liability, the Defense Research Institute, as well as the InternationalAssociation of Defense Counsel. He has authored articles on the subject ofprofessional liability and has been a featured speaker at professional liabilityseminars. Mr. Heller is honored to have been repeatedly selected for inclusionin The Best Lawyers in America.Area of Practice: Legal Malpractice Defense, Professional Liability Defense,Insurance Coverage, General Business LitigationEducation: Detroit College of Law, Juris Doctor, cum laude, 1976, MichiganState University, B.A., with honors, 1973MICHIGANSOUTHFIELDSTEVEN M. WOLOCKr. Wolock is a shareholder in the firm whoMspecializes in professional liability defenselitigation, insurance coverage litigation and generalcommercial litigation and has extensive experiencein labor and employment law. In addition to beingan active litigator, Mr. Wolock recently served onthe Michigan Supreme Court Dispute ResolutionRules Committee and on the Michigan SupremeCourt Mediation Confidentiality and StandardsCommittee. In 2009, Mr. Wolock was appointed byMichigan’s Governor to serve as the attorney memberof the Michigan State Board of Accountancy fora four year term. He is also a member of the Laborand Employment and Negligence Sections of the State Bar of Michigan, theAmerican Bar Association, the Oakland County Bar Association and the OaklandCounty Bar Foundation. Mr. Wolock has served as as a panelist on the StateBar of Michigan Attorney Discipline Board since 1999. Mr. Wolock is honoredto have been continuously selected since 2007 for inclusion in Michigan SuperLawyers and since 2008 in The Best Lawyers in America.Area of Practice: Legal Malpractice Defense, Professional Liabilty Defense,Insurance Coverage Litigation, Employment Litigation, Commercial Litigation.Education: University of Michigan, Juris Doctor, 1985; University of California atSanta Cruz, 1977.SNR DENTON US LLP2000 McKinney Avenue, Suite 1900, Dallas, TX 75201-1858p: 214.259.0942, f: 214.259.0910www.snrdenton.com28400 Northwestern Highway, Third Floor Essex Centre, Southfield, MI 48034p: 248.827.1899, f: 248.359.614928400 Northwestern Highway, Third Floor Essex Centre, Southfield, MI 48034p: 248.827.1897, f: 248.359.6147ANNUAL GUIDE TO LEGAL MALPRACTICE LAWNEW YORKNEW YORKPHILIP R. FORLENZAKnown as “lawyers’ lawyers,” Patterson Belknap represents law firms in a broadrange of matters in addition to law firm defense, including investigations, employmentand real estate leasing. Our attorneys also advise law firm management on internalissues including partnership disputes, disciplinary matters, risk management and conflicts.Philip R. Forlenza, Co-Chair of the firm’s Law Firm Defense Group, has over 25 years’experience representing international, national, regional and local law firms and lawyers.Mr. Forlenza and Patterson Belknap have successfully litigated many law firm liabilitymatters to judgment.For a detailed description of Patterson Belknap’s Law Firm Defense practice,please visit www.pbwt.com.1133 Avenue of the Americas , New York, NY 10036p: 212.336.2140, f: 212.336.2222prforlenza@pbwt.comTHE AMERICAN LAWYERwww.theamericanlawyer.com/topratedlawyerswww.theamericanlawyer.com/topratedlawyersMarch 2012

A SPECIAL ADVERTISING SECTIONANNUAL GUIDE TO LEGAL MALPRACTICE LAWILLINOISCHICAGOSPELLMIRE GRASSO BASS, LLPSpellmire Grasso Bass, LLP concentrates its practice upon professional liability and ethicslitigation. The firm provides trial and related litigation services to corporations, insurancecompanies, and individuals involving professional responsibility, liability and disciplinary issues.SGB represents national and international business entities through their office of generalcounsel concerning their relationships with outside counsel. In addition, SGB regularlydefends lawyers and law firms in disputes with their clients, and disciplinary proceedingsinitiated by state bar regulators. SGB also provides legal advice and service to clientsinvolved in real estate, gaming and related business ventures, and regulatory issues withstate, municipal and local governments. Firm members are frequently requested to provideexpert testimony in lawyer professional liability litigation.Gary A. Grasso is a recognized leader in the area of professional liability litigationand has tried cases before federal and state courts and the Illinois Attorney Registrationand Disciplinary Commission.George W. Spellmire has tried numerous legal and accounting malpractice casesand has represented hundreds of lawyers, law firms and accountants from coast to coast.He was recognized by the National Law Journal as one of the most prominent professionalmalpractice lawyers in the USA and he has been included since 1995 in editions of theBest Lawyers in America. Mr. Spellmire has been AV rated by Martindale-Hubbell for morethan twenty five years and is identified among the Selected Leading Illinois Attorneys andIllinois Super Lawyers in Legal Malpractice. He is a Member of the Society of Trial Lawyersand a Fellow of the American College of Trial Lawyers.SGB’s fees are structured to the client’s needs. They include hourly, contingency orblended arrangements. SGB accepts cases on referral as provided by the governing rules.George W. SpellmireGary A. Grasso233 S. Wacker, Suite 2100, Chicago, IL 60606p: 312.258.9400gws@spellmirelaw.comNEW YORKNEW YORKMARTIN CLEARWATER& BELL LLPMartin Clearwater & Bell LLP (MCB) recognizes that theoutcome of a legal malpractice case can have severerepercussions, affecting both reputation and the financial statusof the named defendants. The Firm’s partners understand thesensitive nature of professional liability claims and aggressivelydefend legal professionals in state and federal courts. Duringpre-trial preparation, all the way through trial proceedings, MCBhas earned the reputation of being a recognized leader by boththe bench and bar. The Firm is New York’s oldest medical andhealthcare law defense firm and emphasizes a wide range ofprofessional practice areas. The Firm defends attorneys and lawfirms in diverse underlying subject matters, including commercialtransactions, personal injury, corporate governance and fraud,mortgage and financing issues, real estate syndication matters, andtaxation. For the last 100 years, the Firm, and its predecessor Firm,has provided clients with exceptional trial lawyers that bring vastexperience, specialized technical knowledge and outstanding litiga-Bruce G. Habian Peter T. Crean Michael F. Lynchtion skills to try cases in both state and federal courts and in mediation. MCB’s commitmentto client satisfaction, education and communication coupled with the stability and resourcesof the Firm allow it to provide high-quality legal services in a cost-effective manner.The Firm’s Professional Liability Practice Group is headed by senior partners BruceG. Habian and Peter T. Crean, who along with senior partner Michael F. Lynch have over60 years combined experience in this area. All three senior partners are AV Preeminentrated by Martindale-Hubbell. Mr. Habian and Mr. Crean are also Fellows of the AmericanCollege of Trial Lawyers.220 East 42nd Street, New York, NYTHE AMERICAN LAWYERwww.theamericanlawyer.com/topratedlawyers

A.W. RUSH & CO.230 Park Avenue10th FloorNew York, NY 10169Tel: (212) 551-3670 Fax: (212) 551-3678Website: www.awrush.comFull-time recruiters in New York Office: 8Part-time recruiters in New York Office: 2Profile: With 27 years in search A.W. Rush remains the leading globallegal search firm.Our focus is on placing stellar lawyers throughout the world in lawfirms, corporations and financial services institutions, (including investmentand commercial banks and funds). We have a division whichspecializes exclusively in the compliance area and a group devoted toadvising clients on mergers. All consultants/recruiters are former practicinglawyers. Our team of experts work closely together employingour combined industry, legal and business experience to guide andadvise our clients and candidates with their business and career relateddecisions. We provide career coaching and counseling to all of our candidatesas well as providing business advice, management and relationshipcounseling to our vast array of clients.Our steadfast focus is on providing our clients and candidates withthe right solutions to their particular business needs.We maintain our stature throughout the global business and legalcommunities because of our reputation for honesty and integrity, ourincredible wealth of knowledge and connections and our unparalleledability to achieve longstanding results.When you need a legal search team there is 1 clear choice - A.W. Rush& Co. www.awrush.comAffiliate offices in D.C., London, Los Angeles, Paris.Flagship office: NEW YORKE. P. DINE INC.115 E. 57th Street, Suite 1230New York, NY 10022http://www.epdine.comLaurie Becker, PresidentDIRECTORY OF LEGAL RECRUITERSE.P. Dine Inc., founded in 1975, has a national reputation forconducting retained searches and for placing highly qualifiedattorneys into premier New York and other nationally prominentlaw firms and corporations. Our clients include lawfirms, Fortune 500 companies and financial institutions,as well as other national and international corporations.Current In-House Opportunities:finance experience to join its legal department. Spanish languageskills are a plus.experience to join its legal department. A mix of health andwelfare and retirement plan experience is a plusregulatory experience. Must have experience advising oncontrolled substances and other DEA and state regulatoryrequirements.Current Law Firm Opportunities:ing bankruptcy, corporate, employee benefits, tax, trust & estatesinformation technology, intellectual property, labor & employment,litigation and real estate.CMW RESOURCES, LTD.845 Third Avenue, 19th FLNew York, NY 10022Tel: (212) 328-6180Fax: (212) 328-6181Principal Contact:Bobbi A. Langer, Esq.CMW Resources, Ltd. specializes in the placement of high qualityattorneys and other legal professionals in law firms, corporations,and non-profit legal departments on a temporary, temp-to-permor project basis. CMW Resources works in conjunction with CorraoMiller Wiesenthal Legal Search Consultants, Inc. to locate thehighest caliber contract attorneys.CMW Resources places legal professionals on projects rangingfrom short-term, temp-to-perm, or for an indefinite length oftime. We provide lawyers and paralegals of all major specialties tosupplement existing legal staff or to take on new responsibilitieswithin firms or companies.All principals and all consultants of the firm have previouslypracticed law.CMWLocating Attorneys for the Worldwww.cmwsearch.comEMPIRE SEARCH PARTNERS, LLC130 East 59th Street, 11th FloorNew York, NY 10022Tel: (212) 688-9200Fax: (212) 688-9212Website: www.empiresearchpartners.comEmail: info@empiresearchpartners.comPrincipal Contacts: Andrew ReganJonathan Ross, Esq.Scott Yaccarino, Esq.New York, NY – Washington, DC – San Francisco, CAEmpire Search Partners has one of the largest Law Firm andIn-House practices in the country. We take great pride in being atrue full-service search firm that possesses the access, experienceand knowledge to most effectively consult the world’s leading legalprofessionals, corporations, financial institutions and law firms.We consider the elite institutions and attorneys with which wework to be our partners, and we conduct every facet of our businesswith that principle in mind.With experience acquired working on location in the UnitedStates, Europe and Asia, Empire Search Partners is positioned toprovide the most comprehensive information and insight available.Our team has a deep respect for the sensitivities inherent inevery step of the search process, having practiced law at prestigiousinternational law firms and earned degrees from the most distinguishedof academic institutions.Our Law Firm practice incorporates partner, counsel and associatelateral placements, while our In-House practice offers bothbreadth and depth, with placements regularly made at the GeneralCounsel, Divisional Head, and staffing levels. Corporate clientsrange from Fortune 500 corporations and leading financial institutionsto top tier private equity firms and hedge funds.CORRAO MILLER WIESENTHALLegal Search Consultants, Inc.845 Third Avenue, 19th FLNew York, NY 10022Tel: (212) 328-6180Fax: (212) 328-6181Principal Contacts:Laura S. Corrao, Esq.Robin S. Miller, Esq.Lauren M. Wiesenthal, Esq.Steven B. Bitterman, Esq.Juliet DeMasi, Esq.Kerry G. Golden, Esq.Marc A. Pifko, Esq.Preeminent global search firm, founded in 1990, specializingexclusively in the placement of exceptional attorneys throughoutthe world. Our client roster includes law firms, investment andcommercial banks and financial institutions, and corporations(domestic and international).We conduct retained and contingency partner, counsel andassociate searches and M&A of groups and firms. Additionally,we engage in select consulting assignments on behalf of our firmand corporate clients globally.All principals and all consultants of the firm have previouslypracticed law.CMWLocating Attorneys for the Worldwww.cmwsearch.comGREENE-LEVIN-SNYDER LLCLegal Search Group150 E. 58th Street16th FloorNew York, NY 10155(212) 752-5200Fax: (212) 752-8245search@glslsg.comwww.glslsg.comPrincipal Contacts: Karin L. GreeneAlisa F. Levin, Esq.Susan Kurz Snyder, Esq.Established in 1997, Greene-Levin-Snyder conducts retained exclusiveas well as co-exclusive searches for General Counsel, in-housecounsel, partners, and associates of all levels in every practice area.The firm also places lawyers in business and quasi-businesspositions.Clients include domestic and international law firms as wellas financial institutions, media and entertainment companies,and a variety of other corporations. Many of our eighteen searchprofessionals are former practicing attorneys who, combined, haveover ten decades of legal search expertise. Search consultants workin teams to ensure that clients receive the full benefit of our collectiveknowledge and experience. The firm provides placement as wellas career counseling and strategic planning services.*Greene-Levin-Snyder is a member of the National Association of LegalSearch Consultants (NALSC), is certified by the Women’s Business EnterpriseNational Council (WBENC), and was a recipient of the 2008 EnterprisingWomen of the Year Award.MAJOR, LINDSEY & AFRICAOffices Worldwidewww.mlaglobal.com1-877-482-1010Founded in 1982, Major, Lindsey & Africa is the world’slargest and most experienced legal search firm.Combining local market knowledge and a globalrecruiting network, MLA has earned recognition for itstrack record of successful General Counsel, CorporateCounsel, Partner, Associate and Law Firm Managementplacements.With offices throughout the United States and in HongKong, London and Tokyo, MLA recruiters are dedicatedto understanding and meeting clients’ and candidates’needs while maintaining the highest degree of professionalismand confidentiality.MLA considers every search a diversity search andhas been committed to diversity in the law since itsinception.For these reasons, MLA was voted “Best Legal SearchFirm in the U.S.”* in the most recent national surveyof America’s top law firms. To learn more about MLA,visit our website at www.mlaglobal.com.Partners - General Counsel - In-House Counsel - AssociatesLaw Firm Management*Worldlaw Business Survey 2000PATHWAYS PERSONNEL455 Market Street, Suite 1170San Francisco, CA 94105Tel: (415) 391-2060E-mail: ccrowley@pathwayspersonnel.comWebsite: www.pathwayspersonnel.comPrincipal Contacts: Chris CrowleyFounded in 1969 Pathways Personnel uses its strong regional networkof legal professionals that has been built from our stable andcontinuous presence in the bay area legal industry for the last 40years. All Pathways recruiters are legal industry veterans. Our experiencelets us better understand the challenges that our clientsand candidates face working in and running a law firm. Equippedwith state of the art technology and a Fiber Ethernet internet/dataconnection Pathways has the capacity to house up to 70 attorneysin our Project facilities.Project Facility Locations:225 Bush Street, San Francisco. Capacity of 25 Contract Attorneys455 Market Street, San Francisco. Capacity of 45 Contract AttorneysLegal Staffing ServicesContract Attorneys & Direct HireParalegals: Contract & Direct Hire.Legal Secretaries: Contract & Direct Hire.Litigation Support Professionals: Contract & Direct Hire.Practice Support Personnel: Contract & Direct Hire.Human Resources: Contract & Direct Hire.Administrative Support Personnel: Contract & Direct Hire.Finance & Accounting: Contract & Direct Hire.Law Firm Management: Contract & Direct Hire.DIRECTORY OF LEGAL RECRUITERSTHE MCKINLEY GROUPOffices NationwideTel: (866) 565-7800Email: partners@mckinleygroup.comWebsite: www.mckinleygroup.comPrincipal Contacts:J. Michael WebbVice President / Managing PartnerThe McKinley Group specializes in bringing significant partners,practice groups, and law firm merger opportunities to law firmsthroughout the United States, Europe and Asia. Known as thepremier legal consulting firm in this market, The McKinley Groupfacilitates every aspect of the partner, group or merger searchprocess with expertise and confidentiality, from introduction anddue diligence to negotiation and integration. More firms interestedin partners, practice groups, and law firm merger opportunities trustThe McKinley Group when considering strategic law firm growth.Serving major cities in Europe, Asia, and the America’sTHE PETERSAN GROUP, INC. /PETERSAN LEGAL STAFFINGLegal Search Consultants1450 Broadway, 15th floor New York, NY 10018(212) 981-4500 Fax: (212) 981-4560Email: resumes@petersan.comWebsite: www.petersan.comPrincipal Contacts:Carol F. Crossdale, Esq.Daniel Demba, Esq.Marjorie Flannigan, Esq.Sandrea Friedman, Esq.Peter GoldfederPeter GosuleGwen L. Feder, Esq.Michael Hutt, Esq.Jan C. Irwin, Esq.Daniel S. Lux, Esq.Sarah G. Marshall, Esq.Melissa B. Musman, Esq.Patricia Paul, Esq.Lee Presser, Esq.Stephen F. Rado, Esq.Rachel E. Yoel, Esq.Nancy J. ZeldisPeterSan Legal Staffing: Dana JackowitzAdrian MelvilleBarry Munk, Esq.Shana PedersonLarissa Stakerpltresumes@petersan.comMESTEL & COMPANY575 Madison Avenue, Suite 3000New York, NY 10022COO & Executive Managing Director:Avery Ellis, Esq.(202) 349-3883Boston:Maurya Tangney(617) 273-8184Los Angeles:Lyndon Parker, Esq.(213) 223-2035New York:Avery Ellis(646) 356-0500Washington, D.C.:Howard S. Parris, Esq.(202) 349-3886Chicago:Adrianne Kalyna, Esq.(312) 624-7663Miami:Curtis Lando, Esq.(305) 913-1615San Francisco:David Bennett(415) 568 -2312Mestel & Company is the only 100% employee owned company in thelegal placement industry through our Employee Stock Ownership Plan(ESOP).Our ESOP reinforces our core values of teamwork,integrity andprofessionalism. Since 1987, Mestel & Company has been the nation’sleading legal placement firm. 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THIS INDEX INCLUDES ALL LAW FIRMS, SOLO PRACTITIONERS, COMPANIES, GOVERNMENT AGENCIES, AND PUBLIC INTEREST ORGANIZATIONSMENTIONED IN THIS ISSUE. PAGE NUMBERS REFER TO WHERE STORIES CONTAINING THE INDEXED ORGANIZATIONS BEGIN.A DAOL–Time Warner, Inc. ............31Aames Investment Corp. ............36AccessClosure, Inc. ....................45Ace Property & CasualtyCompany...................................43Allen & Overy.............................34Ally Financial Inc. .......................84Alpha Natural Resources, Inc. ...89Amazon Inc. ................................28Ambac Financial Group, Inc. .....84American Bar Association ..........18American InternationalGroup, Inc. ................................89American Re-InsuranceCompany...................................43Apache Corp. ..............................48Apple Inc...............................34, 58Arnold & Porter r....................43, 87Association of FinancialGuaranty Insurers .....................87Assured Guaranty Ltd. ...............84Atlas Copco AB ...........................36Autonomy Corporation plc ........34BCE Inc. .....................................48BP p.l.c........................................47Bain & Company ........................16Bain Capital ................................16Baker & Hostetler ......................11Baker & McKenzie .....................15Banco Santander.........................16Bank of AmericaCorporation ........................80, 83Bank Zachodni WBK..................16Barclays Capital Finance Ltd. ....41Barnes & Noble, Inc. ..................80Bates Carey Nicolaides ...............45Bear, Stearns & Co., Inc. ............85Bennett Jones..............................47Berman DeValerio ......................41The Blackstone Group ...............16Blake, Cassels & Graydon ..........47Boies, Schiller& Flexner ......................17, 43, 85Branch Hill Capital .....................85Broadcom Corporation ..............34CIFG Holding, Ltd. ....................84Cadwalader, Wickersham& Taft ..................................20, 84Cahill Gordon & Reindel ...........76Caldwell, Downing, Noble& Garrity...................................18California Vintage WineAssociation ................................18Carrington, Coleman, Sloman& Blumenthal ...........................43Cassels Brock & Blackwell .........47Century Indemnity Company ....43Cerberus CapitalManagement, L.P. .....................36Chaffetz Lindsey.........................45Chartis Inc. .................................45China PetrochemicalCorporation (Sinopec Group)...47Choate Hall & Stewart...............26tCitigroup GlobalMarkets Limited .......................41Clear ChannelCommunications Inc. ...............16Cleveland Railway Company ......18Clifford Chance ..........................15Complex Insurance ClaimsLitigation Association ...............45Conduit Labs, Inc. ......................33Cooley.........................................33Countrywide FinancialCorporation ..............................83Cox Communications Inc. .........81Cravath, Swaine & Moore ..........20Credit Suisse Group AG ......31, 84Crowell & Moring ......................11DLA Piper .............................15, 28Daiichi SankyoCompany, Limited ....................39Davies Ward Phillips& Vineberg..........................47, 50Davis Polk & Wardwell .........31, 75Davis Wright Tremaine ..............28Daylight Energy Ltd. ..................47Debevoise & Plimpton .........36, 85Detert Family Vineyards .............18Domino’s Pizza Inc. ....................16Double Down Interactive LLC ...28Dow Chemical Company ...........18Dunkin’ Brands, Inc. ..................16E LEDF .............................................16EMC Corporation ......................34EMC Mortgage Corporation .....86Eastman Chemical Company.....33El Paso Corporation ...................80El Paso Natural Gas Company...18Electronic Arts ............................28Epstein Becker Green ................26Equal Justice Works ..................106Ernst & Young ............................23Estep, Dickey & Squire ..............18Excess and CasualtyReinsurance Company ..............43Exis Capital Management, Inc. ...43FNX Mining Co. ........................47Facebook, Inc........................34, 28Faegre Baker Daniels .................33Fairfax Financial HoldingsLimited ......................................41Fasken Martineau DuMoulin .....50Federal Deposit InsuranceCorporation ..............................39Felesky Flynn ..............................48Fenwick & West ....................28, 34Financial Crisis InquiryCommission ..............................23Financial GuarantyInsurance Company ..................84Firestone Tire & RubberCompany ...................................18Flagstar Bancorp .........................86Fluor Corporation ......................36Foley & Lardner r .........................91Freeborn & Peters ......................45Fulbright & Jaworski ..................11General Electric Company.........41Gibbons .......................................43Gibbs & Bruns ............................85Gibson, Dunn & Crutcher r .........17Gide Loyrette Nouel ..................47Goldman, Sachs & Co. ...............33The Goldman SachsGroup, Inc. ..........................41, 80Goodmans ...................................50Goodwin Procter........................83rGoogle Inc. .....................33, 34, 58Government EmployeesInsurance Company ..................18Grais & Ellsworth .......................45Grant & Eisenhofer....................80Greenberg Traurig ...............20, 86Greer, Herz & Adams .................45GroupOn, Inc. ............................33Grupo México, S.A.B. de C.V. ....81The Gymboree Corporation ......17HTC Corporation ......................58Haltom & Doan ..........................45Haynes and Boone ......................26Hewlett-Packard Company ........34Highland Financial Partners ......20Hogan Lovells .............................26Hollinger International Inc. .......81Home Depot, Inc. .......................36Hostess Brands, Inc. ...................31Houston Chronicle .....................18Howard Rice NemerovskiCanady Falk & Rabkin ..............87Huggins & Kayser ......................18Husch Blackwell .........................18IGT .............................................28Ice Miller ....................................26Institutional CreditPartners LLC ............................41Intel Corporation .......................60Irell & Manella ...........................45J.P. MorganSecurities LLC ....................41, 86JPMorgan Chase & Co, .......18, 85Jenner & Block ...........................23Jones Day .................. 26, 31, 33, 34K&L Gates ............................28, 74KGHM Polska Miedz S.A. .........47Karr Tuttle Campbell .................28Kasowitz Benson Torres& Friedman .........................11, 41Keith & Creede ..........................18Kilmer Sports Inc. ......................48Kinder Morgan Inc. ....................80Kirkland & Ellis ..........................33Kraft Foods Inc. ..........................16Kutak Rock .................................85Kynikos Associates, Ltd. .............41Lam Research Corporation ........34Latham & Watkins......................81Lehman BrothersHoldings Inc. ......................23, 84LinkedIn Corporation ................33Linklaters ....................................15Locke Lord .................................18Locke Lord Bissell & Liddell .....18Los Angeles Times .....................18Lowey Dannenberg Cohen& Hart.......................................41M RMBIA Inc. ...................................83MYOB Ltd. .................................17Maple Leaf Sports& Entertainment t ......................48Martin Marietta Materials Inc. ...80Massey Energy Company ...........89Mayer Brown ..............................26McCarter & English ...................43McCarthy Tétrault......................50tMcCormick & O’Brien ..............43McMillan .....................................50Mergermarket Limited ..............17Meritor Savings Bank.................39Merrill Lynch & Co., Inc............87Michael Best & Friedrich ...........11Michaels Stores Inc. ...................16Microsoft Corporation ...28, 34, 58Milbank, Tweed, Hadley& McCloy..................................31Monsanto Company ...................33Morgan Keegan & Co., Inc. .......43Morgan Stanley...............33, 41, 85Morris, Nichols, Arsht& Tunnel ...................................80Morrison & Foerster r ..................34Motorola MobilityHoldings, Inc. ...........................34Municipal Bond InsuranceAssociation ................................84Nagel Rice ..................................43Nasdaq ........................................33The National Bankof Commerce ............................18National Football LeaguePlayers Association ...................18National SemiconductorCorporation ..............................34NetLogic Microsystems, Inc. .....34Newtoy, Inc. ................................33Nokia Corporation .....................58Nomura Asset CapitalCorporation ..............................20Nortel Networks Inc. .................34Novellus Systems, Inc. ................34O’Melveny & Myers .............24, 87Oak Hill Capital Partners, L.P.....36OneBeacon AmericaInsurance Company ..................43Ontario Teachers’Pension Plan .............................48Oracle Corporation ....................34Orrick, Herrington& Sutcliffe ...........................20, 84Pacifica Law Group .....................28Patterson Belknap Webb& Tyler ......................................84Patton, Tidwell & Schroeder ......45Paul, Weiss, Rifkind, Wharton& Garrison .............. 24, 36, 47, 91Perkins Coie ...............................28Pfizer Inc. ...................................16Pillsbury WinthropShaw Pittman ............................26Plains All AmericanPipeline LP ...............................47Plains Midstream Canada ULC ...48Polsinelli Shughart .....................11PopCap ........................................28PricewaterhouseCoopers LLP ...75Quadra FNX Mining Ltd. ..........47Quadra Mining Ltd. ...................47Quinn Emanuel Urquhart& Sullivan ......................43, 45, 84RE Loans, LLC. ..........................20RSC Holdings Inc.......................36Ranbaxy Laboratories Limited ...39Reinsurance Associationof America .................................45Research in Motion Limited ......34Residential Capital, LLC ............87Residential FundingCompany LLC ..........................84Richards, Layton & Finger .........33RightNow Technologies, Inc. .....34Ripplewood Holdings LLC ........36Rogers Communications Inc. ....48Ropes & Gray .......................16, 33Law Offices of DavidRosenbaum ...............................28The Royal Bank of ScotlandGroup plc ............................20, 31S ZS.A.C. CapitalManagement, LLC....................41SAP AG .......................................34Schulte Roth & Zabel .................26Schwartz, Simon,Edelstein & Celso .....................43Securities and ExchangeCommission ............ 23, 28, 43, 84Sedgwick .....................................18Simpson Thacher& Bartlett ................ 41, 43, 73, 80Sinopec Daylight Energy Ltd. ....47Sinopec International PetroleumExploration and ProductionCorporation ..............................47Skadden, Arps, Slate,Meagher & Flom ................87, 89Solutia Inc. ..................................33Sony Computer Entertainment ...28Sony Corporation .......................34Southern Peru CopperCorporation ..............................79Squire Sanders ............................18St. Jude Medical, Inc. ..................45Standard & Poor’s .......................16State Universities RetirementSystem of Illinois ......................41Sterling Chemicals, Inc. .............33Stikeman Elliott ..........................50Stoel Rives ..................................28SuccessFactors, Inc. ....................34Sucker Punch Productions .........28Sullivan & Cromwell ...36, 39, 74, 84Sumitomo Mitsui BankingCorporation ..............................31SunGard Data Systems Inc. .......16Sun-Times Media Group Inc. ....89Susman Godfrey ...................41, 85Syncora Holdings Ltd. ................83Texas InstrumentsIncorporated .............................34Third Point LLC ........................41Let Your Voice Be Heard in the2012 Annual CompensationSurvey for Paralegals/LegalAssistants & ManagersRepresent Your Region!FREE[ ]SurveySurveyParticipate Now!http://bit.ly/ParalegalSurveyTorys ...........................................50Travelers Companies, Inc. ..........43Tyler Charitable Foundation ......16U.S. Chamber of Commerce ......79U.S. Department of Justice .........39Union Oil Companyof California ..............................18United Rentals, Inc. ....................36United States Fidelity& Guaranty Company ..............43Venable .......................................39Verizon Wireless.........................57Vinson & Elkins..........................47Vulcan Materials Co. ..................80Wachtell, Lipton, Rosen& Katz ....................... 26, 43, 80, 85Weil, Gotshal& Manges ................ 36, 41, 74, 84Wells Fargo Capital Finance ......20Western Asbestos Co. ................43Westlake ChemicalCorporation ..............................33Willkie Farr & Gallagher ...........41Winston & Strawn ......................39XL Capital Assurance Inc. ..........84Zuckerman Spaeder ...................39Zynga Inc. ...................................33104 March 2012 | americanlawyer.com

By Aric PressTime for Equal JusticeMayson speaking atthe American Lawyerawards dinner in 2009Every year at about this time I receive a report (and a thank-you note) from one of the EqualJustice Works fellows that ALM, the parent company of The American Lawyer, supports. Theseare bracing and satisfying moments. On one level this is personal: We help some terrific younglawyers start their careers. My grandmother wouldhave called my reaction kvelling. But on anotherlevel, this is patriotic, even philosophical: By underwritingtheir two-year projects, we help support andextend the rule of law to those who otherwise wouldbe left outside our system.At the moment, we fund two splendid younglawyers: one in Pittsburgh, who helps foster carechildren receive their statutorily guaranteed educations,and the other in North Carolina, who is battlingagainst state laws that limit theability of ex-felons to get jobs in a hostof trades. A third fellow, Sandra Mayson,finished her two years at the NewOrleans Office of Public Defenders(OPD) last autumn. She’s now boundfor a Third Circuit clerkship. Here’s anexcerpt from her summary report:My fellowship project aimed to help theOPD improve representation of immigrantsarrested in New Orleans and charged withcrimes, particularly immigrant workerswho came to rebuild the city after Katrina.In two years I saw thousands of very poorpeople—overwhelmingly young black men, with growingnumbers of Latino immigrants—shuttled througha system dedicated to producing efficient convictions.I represented 495 of them. Some of my clients werestunned and traumatized by police abuse. Others expectedit. Rich people made bond; poor people sat in jail.In jail, violence and illness ran rampant. Medical carewas practically nonexistent. . . .In that environment, immigrants are among themost vulnerable and the most isolated. Your supporthas allowed me, for the last two years, to help ensurebasic justice for noncitizens and non–English speakersarrested in Orleans Parish. It is not fertile territoryfor success: I met most of my clients in jail, and ouraim was to avoid catastrophe. . . . Before my fellowship,Spanish speakers could languish in jail for weeks afterarrest with no idea what was happening and no meansof communicating with the outside world. I was able,with Liman Fellow Benjamin Plener, to create andlaunch OPD’s Pre-Trial Services program, includinga volunteer-staffed language access corps to ensure interpretationand advocacy support for noncitizens andnon–English speakers in jail. . . . I will never forgethow grateful my Spanish-speaking clients were simplyto be able to talk to me. I will never forget the man I’llcall Pablo, who could have gotten out of jail by takinga plea but instead sat in jail for seven months ratherthan plead guilty to a burglary he did not commit,only to have the judge, on the day of trial, grant prosecutorsan additional continuance because they weren’tprepared. On that day a desperate Pablo did pleadguilty, albeit to a misdemeanor trespass. He was goingto immigration detention regardless so, as he put it, “IfI lose, I lose; and if I win, I lose.”There were triumphs, too. There were three heartstoppingmoments when I stood with a client andheard the jury foreperson say “not guilty.” One of thoseclients had faced a ten-to-40-year prison sentence if welost; another, 20-to-life. (Of four jury trials, I lost one.That client was eligible for probation.)It was an honor and a privilege to represent myclients, and to work alongside the tireless defenders atOPD. So long as we incarcerate more of our populationthan any other country in the world (and NewOrleans more than any other U.S. city), it will be aformidable challenge to ensure effective representationto all. But unless we do, we make a farce of the notionthat all are equal before the law, and the SixthAmendment will not live.Like most of you, we at ALM believe in the SixthAmendment and are grateful for the opportunity toshow our support. For the law firms and corporationswho support Equal Justice Works, that is rewardenough. It doesn’t have to stop there. Overthe last few years, EJW has developed a program ofcosponsorships for law firms and their clients. Since2010, there have been 18 partnerships that not onlysupported an EJW fellow but also strengthened lawfirm–client ties. It’s a business strategy: doing wellby doing good. And a chance to kvell.Press, ALM’s editor in chief, can be reached at apress@alm.com.ROB RICH (MAYSON); MATT GREENSLADE (PRESS)106 March 2012 | americanlawyer.com

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