Latham & Watkins

Agnes Cloarec-Merendon is a partner in the Paris office of Latham & Watkins. She manages the Paris Labor Law and Employment Department, which is comprised of seven associates. Her practice encompasses French, European and international labor and employment law and she regularly advises national and multinational companies. She advises clients and represents them in litigation matters, i.e. labor, civil and criminal court. Ms. Cloarec-Merendon has developed a strong expertise in HR aspects of mergers and acquisitions, company restructuring, mass redundancy plans and in the setting up of outsourcing operations. She also assists in the negotiation of collective bargaining agreements with unions and in setting up power of attorneys' chains including preliminary audit of penal risks and the development of customized training to delegators. On the litigation side, she represents clients in strategic and sensitive litigation matters, collective litigation, litigation related to the termination of collective agreements, harassment, discrimination, "moonlighting," lending manpower, unlawful subcontracting, as well to asbestos-and work-related accidents. She is active in lobbying as well in the defense of clients' interests in the preparation of texts modifying their legal environment. Ms. Cloarec-Merendon is a frequently featured speaker at seminars and she regularly intervenes during sessions organized by RHM, DII and by the Paris Bar School. Prior to joining the firm, she was a partner and managed the labor and employment law department of French law firm Sales Vincent Georges & Associes. Ms. Cloarec-Merendon is listed in Legal 500 Paris, European Legal 500, European Legal Experts and Chambers Global .

Alain Georges is a partner in the Paris and Brussels offices of Latham & Watkins. He is also global co-chair of the Antitrust and Competition Group in Paris. He practices competition and distribution law at the French and Community level, as well as European law. He advises and represents large French and foreign companies, trade associations and professional entities. He is active in the banking sector, in particular with respect to payment systems and interbank settlement systems and in the areas of telecommunications and new technologies. He practiced from 1974 through 1981 as a conseil juridique in a US law firm in Paris and New York. After thirteen years at Sales Vincent Georges & Associes, a French law firm whose Brussels office he opened and managed, Alain Georges joined the EU Department of Latham. He is the author of "L'utilisation en bourse d'informations privilegiees dans le droit des Etats-Unis" (Editions Economica, 1976) based on his doctoral thesis on the use of inside information in the law of the United States.

A senior trial partner in the Los Angeles office, Alan B. Clark has practiced commercial litigation with the firm since 1975. He has represented a broad range of clients drawn from the real estate, entertainment, government contracts, securities, petroleum, insurance, wholesale distribution, motor vehicle, and manufacturing fields. Mr. Clark's litigation practice has included matters involving antitrust, contract, business tort, intellectual property, unfair competition, insurance, lender liability, corporate and securities, real estate and ERISA issues. Mr. Clark has extensive experience in lengthy and complex jury trials. He has obtained multimillion dollar verdicts on behalf of plaintiffs in business tort and predatory pricing cases. He has developed a recognized expertise in attorney-client privilege and other evidentiary matters. Mr. Clark has spoken and published at numerous continuing education of the bar programs on evidentiary privileges, unfair competition and unfair trade practices, appellate advocacy and alternative dispute resolution. Mr. Clark is a Fellow of the American College of Trial Lawyers, an Associate of the American Board of Trial Advocates, and a former Master of the George McBurney Business Litigation Inn of Court. He was also named a "Super Lawyer" in both the 2004 and 2005 editions of Southern California Super Lawyers, which is published annually in Los Angles Magazine. Mr. Clark serves as a director and Chairman of the Board of Skid Row Development Corporation, a Los Angeles charity for the homeless, and is a former director of the Pacific Crest Outward Bound School. He belongs to the Association of Business Trial Lawyers and is a member of the Litigation and Antitrust Law Sections of both the Los Angeles County and American Bar Associations. In addition, Mr. Clark is a member of the Trial Evidence Committee of the ABA Litigation Section, and the Los Angeles County Bar's Entertainment and Intellectual Property Law Section. At the University of Virginia Law School, Mr. Clark won the William Minor Lile Moot Court Competition. Prior to attending law school, Mr. Clark served as an Infantry officer in the US Army from 1968-1971.

Allen J. Klein is a partner in Latham & Watkins' Washington, D.C. office and a member of the Outsourcing and Technology Transactions Practice Group. Mr. Klein represents clients in the structuring, negotiation and documentation of on-shore and off-shore IT and business process outsourcing transactions. Mr. Klein, who has assisted clients in the automotive, banking, beverage, chemical, healthcare, insurance, internet, pharmaceutical, manufacturing, media, paper products and retail industries in the United States, Europe and Africa, and has represented governmental entities, also handles complex systems integration transactions, go-to-market arrangements, marketing and distribution arrangements, and other similar transactions. Mr. Klein has been involved in numerous ground breaking transactions including the outsourcing by a global chemical company of the logistics functions to support a multi-billion dollar chemical plant, the outsourcing by a pharmaceutical company of data management in support of its clinical trial program, the outsourcing by a national Revenue Service of the processing of electronically filed returns, and the implementation of large enterprise VoIP networks.

Tony Richmond is a partner in the firm's Silicon Valley office. He has significant experience in finance and securities matters involving public and private companies, as well as in mergers and acquisitions, tender offers and leveraged recapitalizations. Recent merger transactions include the acquisition of control of IMP, Inc. by TeamAsia Semiconductor of India, the sale of PictureWorks Technology to Internet Pictures Corporation and the acquisition of Metro-Optix, Inc. from Ericsson, Inc. Recent public offerings include initial public offerings by Sify Limited, Satyam Computer Services, Vicinity Corporation and Infosys Technologies Limited. Mr. Richmond also regularly represents institutional equity investors in a variety of assignments, and acts as outside general counsel for several public companies. Private equity representations include venture capital, advanced stage and buy-out and recapitalization financings sponsored by firms such as JPMorgan, Norwest Equity Partners and Broadview Capital. Mr. Richmond received a B.S. degree in finance and accounting from the Haas School of Business at the University of California at Berkeley in 1982, where he received the Departmental Citation as the top academic graduate in a class of approximately 240. He was employed for three years by a Big-4 public accounting firm as a senior accountant, with experience in audit and federal and state taxation. In 1988, Mr. Richmond received his J.D. from the Boalt Hall School of Law at the University of California at Berkeley, graduating in the top five percent of his class. He joined Latham & Watkins as an associate in November of 1988. Mr. Richmond is admitted to practice in California, where he is also licensed as a Certified Public Accountant.

Barry A. Bryer is a partner in the New York office. He is a corporate and securities lawyer who has focused primarily on mergers and acquisitions for more than thirty years. Mr. Bryer has been extensively involved in both negotiated and hostile acquisitions and has represented bidders as well as targets. Mr. Bryer also has extensive experience in leveraged buyout and restructuring transactions. He has published numerous articles and lectured on structuring leveraged buyouts, the duties of corporate directors in takeovers and corporate governance matters and representing special board committees in conflict transactions and internal investigations.

Bruce P. Howard is a partner in the firm's Los Angeles office, focusing on real estate and environmental law. Mr. Howard has handled numerous complex real estate transactions involving the sale, development and leasing of commercial, industrial and residential properties. Mr. Howard also has a multi-faceted environmental practice including expertise in soil, water and air quality regulation. His long-standing representation of major companies in complex regional Superfund programs includes several of the largest contaminated groundwater projects in the country. Mr. Howard is listed in the current edition of The Best Lawyers in America and is a prominent speaker and author on real estate and environmental law topics. His professional writings have appeared in a number of books and law journals, including the Harvard Law Review, the Columbia Law Review and the U.S.C. Law Review. He has also taught real estate and environmental law at the University of Southern California Law Center.

Bryant Edwards is a partner in Latham & Watkins' London office and the Chair of its 50-lawyer London Corporate Department. He was previously in the Los Angeles office where he was Chair of the Los Angeles Corporate Department, the largest Corporate Department in the firm. He has practiced law with the firm since 1981. His practice includes representing companies and investment banking firms in merger and acquisition transactions and in public and private offerings of securities, with a particular emphasis on issuances and restructurings of debt securities. Mr. Edwards serves as Vice-Chairman of the European High Yield Association, which recently merged with The Bond Market Association. He also serves as a member of the Board of Directors of the Bond Market Association. He was named as a leading Finance lawyer in The Lawyer's recently announced "Hot 100" list published by The Lawyer, a UK-based publication.

Ms. Carolyne Hathaway is a partner in the Washington, D.C. Office of Latham & Watkins. She is a member of the firm's Health Care Department where her practice focuses on matters involving the FDA. In addition to her legal training and practice, Ms. Hathaway has a technical background in chemistry and the biological sciences, and an MBA in health care management. Ms. Hathaway has extensive experience in technical regulatory matters and has represented pharmaceutical, device, biotechnology, chemical and agrichemical companies at various stages of product development, including preclinical and clinical testing, regulatory approval and commercialization. She has participated in a variety of proceedings before FDA and CMS, and has provided counseling to companies on issues of regulatory compliance and interpretation. Ms. Hathaway also has assisted clients participating in rulemaking proceedings relating to a variety of regulatory issues. She has also worked with trade associations and industry consortia to address specific regulatory issues pertaining to various federal and state laws and initiatives. Ms. Hathaway graduated magna cum laude from the Georgetown University Law Center in 1987. She has an undergraduate background in chemistry and biology, graduating magna cum laude from Salve Regina College in 1975. She also holds an MBA in health care management from Bryant College. Before entering private practice, Ms. Hathaway served as a judicial clerk to the Honorable J. Harvie Wilkinson, III of the United States Court of Appeals for the Fourth Circuit.

Cary K. Hyden is a partner in the Orange County office of Latham & Watkins and has practiced law since 1983. Mr. Hyden's practice focuses on mergers and acquisitions, corporate finance and general corporate and securities matters for publicly held and private companies. Mr. Hyden serves as a Co-Chair of the firm's Venture and Technology Practice Group. During each of the last three years, Mr. Hyden has received the BTI Client Service All Star award which recognizes an elite group of lawyers across the nation based on interviews with executives and general counsel at Fortune 1000 companies for delivering the absolute best client service. Mr. Hyden is one of only five lawyers in the nation to have received a "3-Year MVP" honor for delivering truly superior client service and receiving the superior client service accolades for the third year in a row. Mr. Hyden has served as primary outside counsel to various New York Stock Exchange, NASDAQ and privately held companies, and frequently counsels clients in strategic transactions, including mergers and acquisitions, public offerings and corporate governance matters. Mr. Hyden represents clients in a broad range of industry segments and has developed substantial experience representing (i) action sport and apparel companies; (ii) pharmaceutical, biotech and healthcare companies; (iii) mortgage banking companies; and (iv) technology companies. Mr. Hyden has worked on over 100 merger and acquisition transactions including public, negotiated mergers and tender offers, going private transactions and numerous privately negotiated strategic acquisitions and divestitures. Mr. Hyden is a frequent speaker on, and the author of several articles dealing with, merger and acquisition transactions. In the corporate finance area, he regularly handles public and private offerings of both equity and debt securities, representing both issuers and underwriters. Recognized as one of the nation's leading experts in the action sports and apparel sector, Mr. Hyden has represented many of the top companies in the industry including Oakley, Volcom, Quiksilver, Billabong, DC Shoes, Mossimo, Diesel SPA, Rusty and Prana. In January 2006, Mr. Hyden chaired a panel presentation at ASR in San Diego entitled "At the Crossroads: Pursuing an IPO or Sale How to Decide What's Best for Your Company" and in September 2006 chaired an ASR panel presentation entitled: "How to Safeguard Your Intellectual Property and Maximize Your Brand With a View Toward Future Corporate Transactions." Recent representative transactions include (i) serving as lead counsel in Oakley's acquisitions of Oliver Peoples, Optical Shops of Aspen and Eye Safety Systems (ESS); (ii) serving as lead counsel in Volcom's recent IPO and Secondary Offering; (iii) serving as lead counsel in DC Shoes sale to Quiksilver; (iv) serving as M&A counsel in Mossimo's going private transaction; and (v) serving as lead counsel in Prana's sale to Liz Claiborne. Mr. Hyden is also a recognized expert in representing pharmaceutical, biotech and healthcare companies and represents such industry leaders as Allergan and Beckman-Coulter, in addition to numerous other publicly held and private companies in this sector. Mr. Hyden serves as lead counsel in essentially all of Allergan's corporate finance and merger and acquisition transactions, as well as serving as its principal outside corporate counsel. Mr. Hyden also regularly advises Beckman Coulter on its M&A transactions.

Cary R. Perlman is an environmental partner in the Chicago office, where he has practiced environmental law since joining the firm in 1988. Mr. Perlman chairs the firm's Chicago Environment, Land & Resources Department. He is experienced in litigation involving the Clean Air Act, the Clean Water Act, the Oil Pollution Act, CERCLA, RCRA and white-collar environmental crime. He is also experienced in permitting, compliance counseling and transactional counseling. Mr. Perlman is particularly experienced in defending federal and state enforcement actions, as well as new source review, complex permitting and PSD matters under the Clean Air Act. Drawing on his wide range of experience, Mr. Perlman provides "full service" environmental counsel to a number of clients, which includes advice regarding in-house environmental compliance policies and procedures, advice regarding the sale or acquisition of industrial assets, permitting and regulatory advice for existing facilities and projects in development, and both litigation defense and prosecution of cost recovery claims. Mr. Perlman has spoken on environmental topics including CERCLA, RCRA, transactions and the Clean Air Act at the NYU Law School and at seminars sponsored by Executive Enterprises and the Environmental Law Institute. He is also a contributor to Matthew Bender's Clean Air Act Environmental Law Practice Guide, drafting sections on PSD and mobile source regulations. Mr. Perlman is a member of the Natural Resources, Energy, and Environmental Law Section of the American Bar Association, as well as the Environmental Law Institute. Before joining Latham & Watkins, Mr. Perlman served as Law Clerk to the Honorable Robert E. Keeton of the United States District Court for the District of Massachusetts.

Catherine E. Palmer, a partner in Latham & Watkins' New York office, is the co-chair of the White Collar and Government Investigations Practice and the former deputy chair of the global Litigation Department. Prior to joining the firm, Ms. Palmer was the former Chief of the Criminal Division and an Assistant United States Attorney, in the United States Attorney's Office, Eastern District of New York from 1985-94. During this period, Ms. Palmer investigated and prosecuted numerous international Asian organized crime groups and Southeast Asian heroin trafficking/money laundering syndicates. Her prosecutions included RICO, mail and wire fraud, money laundering, bribery and extortion offenses. Ms. Palmer worked closely with government officials and law enforcement officers in Thailand, Hong Kong, Taiwan and Singapore to direct and coordinate complex international investigations. As a result of her work, she became internationally recognized as "the premier federal prosecutor" in the US of Asian organized crime and money laundering syndicates. Ms. Palmer returned to the United States Attorney's Office for an 18 month period from November 1996 to June 1998 to work on certain sensitive projects, including the investigation of a high profile civil rights matter involving alleged policy brutality by the NYPD. During this time, at the request of the Department of Justice and the US State Department, Ms. Palmer spearheaded a sensitive foreign judicial corruption investigation, which led to the dismissal of several high-level foreign judicial officials. Ms. Palmer has won numerous accolades for her achievements including the Attorney General's Award for Distinguished Service, several Department of Justice Director's Awards for Superior Performance and Special Achievement Awards, as well as numerous domestic and international law enforcement awards. She has been the subject of articles that appeared in US News & World Report, The New York Times, The New York Law Journal, The Wall Street Journal and the ABA Journal, among other publications.

Christian Nouel is a partner in the Paris office of Latham & Watkins and Chair of the Paris office's Tax Department. Mr. Nouel's major practice areas are corporate tax, where he has extensive experience regarding the structuring and tax aspects of mergers, acquisitions, dispositions, restructurings and tax-free reorganizations and spin-offs; employees benefits and personal planning. He has also an extensive experience in controversy (VAT and Corporate income tax).

Chris McFadzean is a partner in the Latham & Watkins London office. He was previously a partner in Linklaters for 13 years, setting up and managing Linklaters' Singapore office prior to returning to the UK in 1997. His practice focuses primarily on debt and equity capital markets where he acts for underwriters, governments and corporate players on a broad range of capital markets, privatization and structured finance transactions. Mr. McFadzean maintains business contacts with Asia where he advises corporate investors on inward and outward investments. He is currently the Chairman of the Asia Pacific Committee of International Financial Services London.

A partner in the San Diego office, Christopher W. Garrett has practiced law with the firm since 1981. His practice centers on environmental law, municipal law and land use law throughout California and the Western United States. His areas of expertise include federal, state and local regulation of air pollution, water quality, hazardous waste, solid waste, wetlands protection, endangered species preservation and other environmental and land use laws, including municipal law, public finance and government contracts requirements. His particular areas of concentration involve air pollution laws and regulations and compliance with the California Environmental Quality Act ("CEQA") and the National Environmental Policy Act ("NEPA"). In addition, he regularly counsels clients to ensure that documents prepared in compliance with these statutes can be defended in subsequent litigation. Mr. Garrett also has extensive experience in handling litigation concerning compliance with CEQA and NEPA, representing developers, public agencies and project opponents throughout California. Mr. Garrett has counseled a variety of manufacturing companies and other businesses on compliance with the Federal Clean Air Act; California air quality laws, including the California Clean Air Act and the California Air Toxic Hot Spots Act; and local air pollution control district rules and regulations. He has also reviewed negative declarations, statements of no significant impact, environmental assessments, environmental impact statements and reports for compliance with CEQA and NEPA. Further, he has developed a specialty in City and County zoning and planning regulations, including compliance with California's General Plan law, Government Code provisions on zoning and planning, and procedures necessary for obtaining conditional use permits, planned unit development approvals and Coastal Commission permits. Another specialty of Mr. Garrett's is working with developers to ensure that their projects are protected against subsequent changes in the law, voter initiatives or changes in permits granted to developments. This area includes application of the vested rights law, California's special provisions for development agreements and vesting tentative maps and other mechanisms to prevent restrictions upon already-approved developments. Mr. Garrett is a member of the San Diego County Bar Association and the Natural Resources Law Section of the American Bar Association. He also belongs to the Association of Environmental Professionals.

Craig M. Garner is a partner in the San Diego office of Latham & Watkins LLP, where he has practiced since 1993. He is vice chair of the firm's Corporate Department in San Diego. Mr. Garner's practice centers on corporate finance, mergers and acquisitions, and general company representation in a broad range of industries. In the corporate finance area, Mr. Garner represents issuers, venture capital providers and investment banks in public and private equity and debt offerings, restructurings and other financing transactions. He also represents public and private companies in a variety of merger and acquisition and corporate partnering transactions. In addition, Mr. Garner serves as regular outside corporate and securities counsel for a number of local companies. Mr. Garner is an author of the Annual Meeting Handbook, which is published annually and distributed nationwide by RR Donnelley, and lectures on related corporate and securities topics. He is admitted to practice in California and is a member of the State of California and San Diego County Bar Associations.

Cynthia Cwik is a partner with the San Diego office of Latham & Watkins. She has extensive experience in complex litigation, including multi-plaintiff and class actions. Ms. Cwik has special expertise in litigation involving health, science and technology issues, including toxic tort and products liability actions. She has had responsibility for developing the defense of scientific claims in several large high-profile litigation matters. For example, Ms. Cwik had primary responsibility for drafting motions in limine and motions for summary judgment on the science issues in the Lofgren v. Motorola toxic tort case, in which plaintiffs were alleging that a variety of health complaints, including cancer and birth defects, were caused by exposure to chemicals. After a three-week evidentiary hearing on the science issues (in which Ms. Cwik played a lead role), the court granted the motions and dismissed the claims of all plaintiffs. She also played a major role in developing the defense of the plaintiffs' health claims, including successfully excluding from evidence a critical portion of the plaintiffs' scientific case, in the Newman v. Stringfellow case. This action, which involved more than 4,000 plaintiffs, has been described as the largest non-asbestos toxic tort case in the country's history. She also has had responsibility for health and scientific issues in other significant matters, including a toxic tort case involving a utility in Southern California in which there are more than 1,000 plaintiffs and a large toxic tort class action in Phoenix, Arizona. She also has handled various products liability actions, including an action in which plaintiffs were attempting to represent a national class and were alleging that a popular consumer product caused certain health effects. In 2003, 2004, 2005 and 2006 the Los Angeles Daily Journal named Ms. Cwik one of California's "Top 50 Female Litigators." The YWCA has also awarded Ms. Cwik the "Tribute to Women in Industry" award based upon her contributions to the legal profession and to her community. Ms. Cwik has also been active in various community and bar activities. She is a current member of the Executive Committee of the Yale Law School Association. She is also the current Chair of the Committee on Scientific Evidence of the American Bar Association's Section of Science and Technology Law. She has served as President of the San Diego Chapter of the Federal Bar Association, a Lawyer Representative to the Ninth Circuit Judicial Conference and Co-Chair of the San Diego County Bar Association's Children At Risk Committee. She has published numerous articles, including articles that have appeared in the ABA publication Litigation; The National Law Journal; The Environmental Law Reporter and California Law Business. She has been serving as the co-editor of Scientific Evidence Review, a publication of the ABA Section of Science and Technology Law, since 1997. She also has been quoted in both local and national publications, and she was featured in The Trial Lawyer. She has lectured on litigation-related issues to various professional and bar organizations. For example, she was a speaker at the 2005 California Judicial Branch Conference regarding scientific and technical evidence in litigation. After graduating from law school, Ms. Cwik clerked for the Honorable Thomas J. Meskill of the United States Court of Appeals for the Second Circuit. She joined Latham & Watkins in 1988.

Mr. York also has significant experience in the litigation of government contracts disputes, including criminal trials and investigations, equitable adjustment claims and terminations for default. The areas in which Mr. York's government contracts litigation has concentrated has been computer, semiconductor and electronics manufacturing industries.

A partner in the Los Angeles office, David B. Rogers has practiced with the firm since graduating from law school in 1983. Mr. Rogers specializes in project finance and structured finance. He has led many novel transactions and is familiar with a wide variety of project types (including electric power plants, sports facilities, refineries, satellites and pulp mills) and transaction structures (including bank debt, capital markets debt, leveraged-leases, securitizations, private equity and joint ventures). In 1997, he was named to the annual list published by California Law Business as among the top 20 lawyers in the State under the age of 40.

David J. Hayes is the Global Chair of the Environment, Land & Resources Department at Latham & Watkins, a department comprised of nearly 100 lawyers who work on environmental, energy and resources matters throughout the United States and in the firm's overseas offices. Mr. Hayes is resident in the Latham & Watkins' Washington, D.C. office, where his practice focuses on counseling, litigation and transactions involving environmental, energy and natural resources matters. Mr. Hayes has practiced in the field for more than twenty-five years, combining an extensive background in EPA-related regulatory matters (contaminated sites, chemical regulation, air and water pollution issues) with natural resource-related matters (water rights and allocation, endangered species act implementation, energy project permitting, land conservation projects, and Indian-related matters). Mr. Hayes served as the Deputy Secretary of the Interior during the second term of the Clinton Administration. As Deputy Secretary, he was second in command at Interior under Secretary Bruce Babbitt, with statutory responsibility to serve as the Chief Operating Officer over Interior's 70,000 employees and $10 billion budget. Mr. Hayes was nominated for the position by President Clinton, and confirmed by unanimous vote of the United States Senate. While at Interior, Mr. Hayes played a lead role in many of the Department's most difficult and important matters with a primary focus on the acquisition and protection of threatened lands (e.g. acquisition of the Headwaters old-growth redwood forest in Northern California); the restoration of threatened ecosystems (e.g. the Bay-Delta ecosystem restoration project in California); the introduction of modern water management approaches in the west (e.g. the Colorado River initiatives undertaken by the Administration); the negotiation of habitat conservation plans under the Endangered Species Act; energy-related issues associated with federal lands and resources (e.g. oil and gas development, hydropower licensing, etc.); and the settlement of long-standing Indian water and land disputes. Prior to entering public service in early 1997, Mr. Hayes was a partner at Latham & Watkins specializing in environmental and natural resources matters. He has served in a variety of leadership positions in the environmental, energy and resources field, including Chairman of the Board of the Environmental Law Institute, a nonprofit research and publication center for environmental law and management professionals. He serves on the boards or advisory committees for a number of organizations, including American Rivers (Board member), RESOLVE (Board member) and the Natural Heritage Institute (Board member). He is the Chair of Stanford Law School's Board of Visitors. Mr. Hayes has been recognized by Chambers & Partners as one of the two highest rated environmental lawyers in Washington, D.C. Lawdragon has listed him as one of the 500 Leading Lawyers in America. Mr. Hayes is a 1978 graduate of the Stanford Law School, where he was Notes Editor for the Stanford Law Review, and he is a summa cum laude graduate of the University of Notre Dame.

David McLean is the Managing Partner of the New Jersey office and a senior litigator with broad experience in complex commercial litigation. The firm's partner in charge of alternative dispute resolution (ADR), Mr. McLean is well versed in arbitration (international and domestic) and mediation. His substantive expertise includes securities, professional liability, internal investigations, and complex business disputes, both domestic and international. Mr. McLean has handled various commercial, real estate, securities, employment, and corporate control litigations, and Foreign Corrupt Practices Act and SEC investigations for clients in such diverse industries as defense, finance, pharmaceutical, retail, oil and gas, banking, real estate, insurance, health care, aerospace, marine manufacturing, construction and leisure services. Recently, he represented a Big 4 accounting firm in a professional liability case; a multinational corporation in an international arbitration of a project finance dispute; a large industrial corporation in a contract dispute with an exclusive supplier; and a semiconductor company in a trade secrets case. Mr. McLean also represented a non-profit health care provider in a dispute with former management, and a large life insurance company through protracted insolvency proceedings. Additionally, he has represented numerous companies, officers, and directors in securities litigations and governmental investigations, at the federal and state levels. Mr. McLean is licensed to practice before the State Bar of New York, New Jersey, California and the District of Columbia Bar. He serves on the ABA's Standing Committee on Dispute Resolution, and is a member of the Board of Governors of the Federal Bar Association's Alternative Dispute Resolution section. He is also a member of the Executive Committee of the CPR Institute for Dispute Resolution. Within the firm, Mr. McLean is active in firm governance. He has served as the global Chair of the firm's Training and Career Enhancement Committee and the global Chair of the Recruiting Committee. Mr. McLean helped establish the firm's Brussels office in 2002.

Mr. Schindler is an experienced and well-respected speaker and has delivered lectures and instruction throughout the world on computer law, cybercrime, computer intrusions, corporate compliance, conducting internal investigations and financial statement fraud.

David K. Rathgeber is a partner in the Chicago office and has practiced law since 1985, concentrating in the areas of corporate finance and project finance. He is a member of the Finance Department, with an emphasis on acquisition finance and company recapitalizations. He also has extensive experience involving the development, restructuring and divestiture of electrical generating assets and the financing of the same, both domestically and internationally. He has counseled numerous investment banks and commercial banks during the course of his career on complex secured loan transactions, as well as companies involved in such transactions. In 2004 he represented Koch Industries, Inc. in the financing of their acquisition of the textiles and interior division of Du Pont, and in 2005 he also represented Koch in connection with the financing of their successful tender offer for Georgia-Pacific Corporation, a transaction valued at over $21 billion.

David Schwartzbaum is a corporate partner in Latham & Watkins' New York office. Mr. Schwartzbaum's practice focuses on mergers and acquisitions, including representing principals and financial advisors in public and private M&A transactions. He has worked on a broad range of negotiated and unsolicited M&A transactions that has included cash and stock-for-stock mergers, tender offers, exchange offers, cross-border transactions, special committee representations and going-private transactions. Mr. Schwartzbaum has been recognized as one of Latham & Watkins' leading M&A lawyers in IFLR - 1000's most recent survey. Mr. Schwartzbaum is also a faculty member of the Practicing Law Institute's Doing Deals program.

David W. Barby is a partner in the firm's Orange County office, and has practiced with the firm for 14 years. His practice focuses on employee benefit and executive compensation matters. Mr. Barby joined the Orange County office in 1988. Prior to 1988, Mr. Barby was a member of the firm's Los Angeles office. In addition, Mr. Barby is involved in various aspects of the firm's national practice.

Dennis Nordstrom is a partner of Latham & Watkins. He is resident in the London office and is co-head of the London office's Project Development and Finance Group. Mr. Nordstrom focuses on the development and financing of energy sector and other infrastructure projects around the world. He has extensive experience in all phases and aspects of project development, including project structuring; bid and feasibility analysis; risk analysis; drafting and negotiating equity and joint venture arrangements, project agreements, government supports and guarantees, turnkey construction contracts and operating and maintenance agreements; and advising on and drafting and negotiating financing and security agreements and credit supports. Mr. Nordstrom's particular interest is in the energy sector, including oil and gas, power and water projects. He has advised and represented developers of private infrastructure projects, as well host governments or governmental agencies responsible for attracting private sector investment in energy sector projects.

Dennis Lamont is a partner in the firm's New York office, where he is a member of the Corporate Finance practice group and co-chair of the Private Equity Finance practice. He started his legal career at Latham & Watkins in 1995 and has spent most of his career with the firm. Mr. Lamont's practice focuses on corporate finance and general securities and corporate matters, and he also is a member of the firm's Public Company Representation and Latin America practice groups. His clients include leading investment banks, private equity firms, public and private companies and mezzanine investment funds. Mr. Lamont has substantial experience in public and private debt and equity offerings of all kinds. He specializes in the firm's high yield practice, which includes convertible debt, mezzanine finance, acquisition financing commitments, bridge lending, second-lien financings, traditional private placements and recapitalizations. He also specializes in equity transactions (including initial public offerings, secondary offerings and preferred stock offerings) and liability management (including exchange offers, debt tender offers, change of control offers, consent solicitations and defeasance). Having worked in-house in a public company with global operations, Mr. Lamont also has first-hand experience in corporate governance, compliance and the practical issues facing general counsels of public companies. Mr. Lamont's international experience has included significant transactions in or involving the United Kingdom, the Netherlands, Australia, Brazil, Canada, France, Italy, Mexico and Spain. Mr. Lamont has lived in Brazil, Russia and the Netherlands, and he speaks Portuguese, Spanish and Russian.

Don Berger joined the Los Angeles office of Latham & Watkins in September 2003 from Morrison & Foerster, where he served as the co-chair of the firm's Real Estate Practice Group. Mr. Berger's practice primarily involves the representation of clients in the financing, acquisition, development, entitlement, construction and leasing of real property, with a particular emphasis on the representation of investment banks, real estate funds and other institutional clients. His experience in the real estate finance and capital markets area includes the origination and restructuring of numerous syndicated, mezzanine and securitized loans, and REIT, loan portfolio, capital commitments and hotel/resort financings; domestic and international secondary loan transactions involving performing and non-performing real property secured loan portfolios; initiating and supervising major real estate loan conduit programs; preferred equity and hybrid debt/equity transactions; and development and construction financing of major commercial, residential and industrial properties. Mr. Berger's transactional practice has also included the assemblage and disposition of master planned communities and mixed use projects; acquisition, leasing and disposition of corporate headquarters and major industrial and co-generation facilities; and the formation, management and dissolution of limited liability companies, joint ventures, and partnerships, including fund and institutional investment in joint development projects. Mr. Berger also counsels property owners, developers, financial institutions and industrial companies regarding development and land use issues. He has worked extensively with local, state and federal governmental agencies in connection with the siting, entitlement and permitting of major real estate development and industrial projects. Among other areas in which Mr. Berger has developed substantial expertise is the redevelopment and re-use of large agriculture and industrial properties; the California Environmental Quality Act (CEQA); vesting of entitlements, including the establishment and transfer of development rights; and endangered species issues.

Eric Bernthal is the Managing Partner of the Washington, D.C. office of Latham & Watkins. The office has grown to more than 250 lawyers, providing a full range of legal services to clients around the world. In his personal practice, Mr. Bernthal has provided general corporate counseling and strategic advice to clients for more than 35 years. He has specialized in transactional matters, having led deal teams through hundreds of transactions of all size and complexity, and he has advised corporate clients (both public and privately-held) on the full range of governance, litigation, regulatory and financial matters. Mr. Bernthal's experience has centered on the telecommunications industry. He has represented hundreds of radio and television stations in all facets of their transactional, corporate, controversy, litigation and regulatory needs. He has also represented programming services, networks, trade associations, cellular telephone companies, communications investors and lenders, vendors and others (including management executives and on-air talent) whose businesses and careers relate to the telecommunications industry. In addition, Mr. Bernthal provides general and corporate counsel to health care companies, companies in the manufacturing and retail industries, companies in the aviation sector and major-league sports teams (both on media-related matters and otherwise). Prior to joining Latham & Watkins in 1986, Mr. Bernthal was a partner at the Arent, Fox firm, and was elected to that firm's first Executive Committee. He served as a law clerk to the Honorable Ruggero J. Aldisert, United States Court of Appeals for the Third Circuit, from 1970-72.

Gene Lucero joined Latham & Watkins in December 1992 and currently serves as Deputy Chair of the firm's Global Environment, Land and Resource Department and as Local Chair of the Los Angeles ELR Department. Prior to being in private practice, Mr. Lucero directed the United States Environmental Protection Agency's enforcement of the federal environmental laws governing hazardous waste for nearly six years. As the Director of the Office of Waste Programs Enforcement from 1982 to 1988, Mr. Lucero shaped many of EPA's regulations and policies concerning environmental liability and directed federal enforcement of a number of laws, including the Resource Conservation and Recovery Act (RCRA); the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA); the Emergency Planning and Community Right-to-Know Act (EPCRA) and the Underground Storage Tanks law. He testified regularly before Congress about federal and state environmental enforcement and played a key role in the Congressional reauthorization of RCRA and Superfund.

Gerald R. Peters was Chairman of Latham & Watkins' National Health Care Practice Group from 1997-2005. His practice focuses on business, transactional, regulatory and tax-exemption matters for health care clients, including health care systems, hospitals, physician groups, payors and ancillary service providers. Mr. Peters serves as outside general counsel to health care clients, and as lead attorney in transactions requiring strategic business planning. His areas of expertise include mergers, acquisitions, joint ventures, development of integrated health care systems, restructurings and spin-offs, medical practice consolidation, physician group formation, contract negotiation, tax-exemption, fraud and abuse and corporate law. Mr. Peters is ranked in the first tier of California Healthcare Lawyers by Chambers and Partners USA: America's Leading Business Lawyers, 2005-2006. He was a board member of American Health Lawyers Association (1992-1998 and Executive Committee 1997) and Chairman of the Board of Hospice by the Bay (1996-1999). He is currently Chairman of the Board of Hospice in Marin County. He has published three books on health care business transactions, and co-authored four others on various health care topics. He has published numerous articles on health care legal and business issues, and has been a frequent speaker nationally for over 20 years. He is based in San Francisco.

Glen B. Collyer regularly advises clients in public and private financing transactions including financings for mergers and acquisitions and workouts of troubled loans. Mr. Collyer is a partner in the firm's Los Angeles office and has practiced with the firm since 1987. He has been the Chair of the Los Angeles Finance and Real Estate Department and the Banking Practice Group.

Mr. Lindstrom has extensive management experience, having served for seven years as Managing Partner of the San Francisco office and two terms on Latham's Executive Committee.

Ian Clark is a partner in the Latham & Watkins London office. His practice focuses on a range of corporate finance and securities transactions, in particular Rule 144A offerings and private placements of debt and equity securities as well as privatisation transactions and privately negotiated mergers and acquisitions. He has particularly broad experience advising on capital markets transactions by issuers in Russia, Ukraine, Turkey, Pakistan, India and the Middle East. Mr. Clark has represented a number of sovereign governments in connection with their external debt issues and debt restructuring transactions, including Ukraine, Bulgaria and Egypt. He also advises major corporate issuers and investment banks, both in the emerging markets and in Western Europe, on cross-border transactional matters. Mr. Clark has substantial experience advising issuers and investors in cross-border private placements of debt securities in the US institutional market.

James Gorton is a partner in the Corporate Department of our New York office, who specializes in international financing transactions. Mr. Gorton has substantial experience advising companies and private equity firms seeking to make investments in the telecommunications sector, as well as providing advice to telecommunications companies generally. He has also represented many banks, financial institutions and companies in a wide range of US and international project and infrastructure financings, including buildouts and financings of a number of telecommunications systems, energy facilities, securitization and lease financing transactions and specialized trade financings. Before joining Latham, Mr. Gorton was an Executive Vice President and General Counsel of Global Crossing Limited from its inception as a public company through 2001. He was responsible for structuring Global Crossing's contractual relationships with customers, vendors and financing parties which became the standard in the independent subsea telecommunications industry. He was also responsible for the legal and regulatory work in connection with the buildout of Global Crossing's telecommunications network in Europe, North America, Central and South America and Asia. Mr. Gorton is a member of the New York Bar.

James F. Rogers is a partner in the Washington, D.C. office and has practiced law with the firm since 1981 and heads the firm's Mid-Atlantic Venture & Technology Practice Group. He practices corporate law with an emphasis on technology and communications, including information technology and internet-related businesses, health care and life sciences, and energy. Mr. Rogers has considerable experience and expertise in the purchase, sale and financing of all parts of the communications and information technology industries, including wireless communications, telephone, fiber optic cable, satellite, broadcasting and cable, the internet and software companies. In the health care and life science areas, Mr. Rogers has represented biotechnology companies, clinical research organizations, medical device companies and allied fields, as well as investors in those industries. Mr. Rogers has represented both companies and investors in early and late-stage venture investments, buyouts and other private equity transactions. He has negotiated the purchase and sale of companies and divisions, in both public and private transactions. He has represented companies in strategic transactions and commercial contracts and has represented issuers, underwriters and placement agents in high-yield debt offerings and initial and follow-on public offerings. He also represents companies before the FCC, particularly in support of transactions. In June 2006, the Legal Times named Mr. Rogers as one of the "top-ten" deal-making lawyers in the D.C. area.

James Redway has more than 20 years experience in banking law and international finance. In addition to 14 years experience in New York, Mr. Redway has practiced as a New York lawyer in Moscow, Taipei and Singapore. Mr. Redway has extensive experience acting for both issuers and underwriters in debt capital markets transactions, including those involving a variety of structured products. He has extensive experience representing debtors, creditors and steering/creditors committees in both sovereign and private sector financial restructurings, as well as opportunity funds and purchasers of distressed debt, in a broad range of industry sectors in both litigious and consensual work-outs. Mr. Redway has extensive experience with derivatives claims and claims arising from accounting and other regulatory issues. Mr. Redway was recognized as a leading lawyer in Global Counsel's Restructuring and Insolvency Handbook of 2002/2003. Mr. Redway also acts for sponsors, contractors and credit providers in structuring and financing power generation and telecommunications projects, hard minerals and oil and gas developments as well as equipment finance. Mr. Redway's mergers and acquisitions practice focuses on cross-border mergers and acquisitions and emerging markets privatization transactions as well as project finance and cross-border restructuring transactions. In recent years, Mr. Redway has been active principally in Indonesia. Mr. Redway also has extensive experience in transactions in Thailand, Taiwan, Russia and the People's Republic of China.

James V. Kearney is a senior partner in the international law firm of Latham & Watkins LLP. He is the chairman of the firm's Pro Bono Committee. Since 2000, Latham & Watkins has provided over $200 million in pro bono legal services to low income individuals and not-for-profit organizations and to advance access to justice.

A partner in the Chicago office, James W. Doran has practiced law since 1981, and has practiced in the banking and commercial finance practice area since 1987. James' practice is focused primarily on representing banks, commercial finance companies and other financial institutions in structuring and underwriting loan originations and out-of-court workouts. He frequently represents lead lenders and agents in structuring and underwriting syndicated loan transactions, including leveraged change-of-control transactions and recapitalizations of both public and privately held companies. James came to Latham & Watkins in 1997 from Winston & Strawn, where he had been a senior partner in that firm's commercial finance practice. He is ranked as one of the leading banking and finance lawyers in Chicago by Chambers USA "America's Leading Business Lawyers".

Jim Ritter, a partner in the Washington, D.C. office of Latham & Watkins, is a member of the Corporate Department and the Finance Department. He has extensive experience in negotiating a wide variety of financing arrangements, including senior secured loans (both asset-based and cash flow loans) and mezzanine and other subordinated debt, high yield securities, working capital facilities, international and U.S. domestic power and other infrastructure project financings, equipment leasing and other vendor finance transactions, letters of credit, derivatives contracts, and venture capital and other equity investments. He represents businesses seeking and providing access to capital in a number of industries, with particularly extensive experience in the aerospace, defense, communications and health care industries. He also has worked with foreign governments, developers, utilities and energy industry trade associations with respect to privatizations, supply-side and demand-side energy, environmental and transportation projects and policy and competitive bidding matters. Mr. Ritter is a member of the California Bar and the District of Columbia Bar.

Jiyeon Lee-Lim is a partner in the New York office and has practiced law with the firm for 13 years. Ms. Lee's practice centers around international, federal, state and local taxation. She regularly advises clients on a broad range of corporate tax issues and international tax matters, including taxation of corporate financing, mergers and acquisitions, and asset-backed securities as well as issues related to both foreign corporations entering into United States and domestic corporations expanding abroad.

John Mendez is the head of the firm's West Coast Banking Group, and a member of the Finance Department. Mr. Mendez has practiced in various cities, including New York, Hong Kong and Washington D.C., before locating to Los Angeles in 1988. Mr. Mendez has a broad range of financing experience in both domestic and international transactions.

John Kenney is a partner in the San Francisco office of Latham & Watkins. Mr. Kenney represents banks, insurance companies, monoline insurance companies, multilateral agencies, leasing companies and developers in all phases of infrastructure project development and finance transactions. Mr. Kenney has worked on energy projects of all varieties, including geothermal, wind, low sulfur fuel oil, solar, waste coal, waste coal gasification, biomass, landfill gas and natural gas, and on other industrial facilities, such as paper recycling and gas manufacturing. He has worked for both lenders, including in multi-tranche transactions, utilities, and developers, from early development and structuring, through contracting and construction, financings (including issuance of public taxable and tax exempt debt), refinancings, leases, workouts, and interest rate and currency hedging arrangements.

John Houghton specializes in advising banks, note holders, insolvency practitioners and companies on all areas of insolvency, reconstructions, corporate rescues and general corporate recovery. Mr. Houghton has extensive experience of high and complex corporate and partnership rescues and reconstructions, administrations and receiverships, liquidations and international cross-border insolvencies.

John Huber is the former Director of the SEC's Division of Corporation Finance which is responsible for administering the federal securities laws relating to public offerings, private placements, periodic reporting by public companies, tender offers and proxy contents. During his 11 years at the SEC, he was the primary draftsman of the first permanent tender offer rules and the going-private rule and was in charge of the Division's rulemaking program for, among other things, the integrated disclosure and shelf registration rules. He also participated in the drafting of the financial statement requirements of Regulation S-X. As Director and Deputy Director of the Division from 1981 through 1986, he was responsible for the SEC's review process for public offerings and disclosure documents by public companies with particular emphasis on financial statement and accounting issues.

Mr. Clair is a member of the Los Angeles County, State of California, and American Bar Associations. He has lectured before various professional tax organizations including the University of Southern California Tax Institute, the University of Chicago Tax Institute, the Tax Executives Institute, the New York University Tax Institute, the UCLA Mergers & Acquisitions Tax Institute, and the Practicing Law Institute.

John Kirby is a partner in the New York office of Latham & Watkins where he is the head of the Intellectual Property and Technology Practice Group. He has extensive experience in litigating and advising clients in the areas of intellectual property and antitrust, including patents, copyrights and trademarks. Mr. Kirby served as chairman of the New York Litigation Department from 1995 to 2004.

John J. Lyons graduated from Dartmouth College in 1973, summa cum laude, Phi Beta Kappa, Senior Fellow and Highest Distinction in Government. He coauthored The Politics of Representation (St. Martin's Press 1974). He graduated from the University of California (Berkeley) Law School (Boalt Hall) in 1976 obtaining the Jameson Award for outstanding scholarship and advocacy. He joined Latham & Watkins in June 1976 immediately after graduation and has been engaged in the practice of corporate litigation throughout his career.

John Kallaugher is a partner dividing his time between the Brussels and London offices of Latham & Watkins, where his practice focuses primarily on competition law. He is a Visiting Professor at University College London, where he teaches Comparative US/EC/Antitrust/Competition Law.

John Jameson, a partner in Latham & Watkins' Los Angeles office, practices commercial law and has extensive experience in a broad array of commercial finance transactions, including numerous types of loan transactions and structured finance transactions. John is the chair of the Finance Department in Los Angeles, and chair of the Finance Department Opinion Committee.

Jon Anderson is a member of the Litigation Department in the firm's Orange County office and has practiced with the firm since 1977. Mr. Anderson was the Managing Partner of the firm's Orange County office for six years and is Chairman of the office's Litigation Department. Mr. Anderson's practice principally involves complex commercial, securities and tort litigation, and internal investigations for clients in the energy, accounting, technology, leasing, automotive, medical supply, real estate development and retail fields, among others. Mr. Anderson handles litigation matters in trial and appellate courts in both the state and federal court systems and has special expertise in matters involving accounting, securities, finance, environmental litigation, trade secrets and unfair competition. Mr. Anderson has tried over 50 cases in state and federal courts. He has defended national product liability/breach of warranty claims against a major automobile manufacturer, securities and professional liability lawsuits against public accounting and consulting firms, environmental contamination lawsuits against oil companies, corporate control lawsuits and a series of lawsuits against a major real estate owner for alleged toxic mold contamination in commercial buildings. Mr. Anderson is a member of the California and Orange County Bar Associations, has been responsible for trial practice and litigation training within the firm, and has taught trial practice techniques for the National Institute for Trial Advocacy. He is active in church and civic activities including the Boy Scouts of America, for which he serves as General Counsel and is a member of the Board of Directors and the Executive Committee of the Orange County Council. Mr. Anderson teaches trial advocacy and has coached mock trial teams through the Constitutional Rights Foundation.

Jonathan Rod is a partner in the New York office of Latham & Watkins, where he is a member of the Finance Department. Prior to joining the firm, Mr. Rod was a corporate and project finance partner at Freshfields Bruckhaus Deringer LLP in New York, where he had been a partner since 1998. Mr. Rod was also previously a partner at Milbank, Tweed, Hadley & McCloy. Mr. Rod handles a wide variety of securities and finance matters with a principal focus on the energy, oil, gas, and telecommunications sectors. He has extensive experience in securities work, including innovative project bond financings in US capital markets. He has also represented investors and bank groups on export receivable financings. Mr. Rod is listed in Chambers & Partners Global as one of the leading attorneys in the US in the project finance area.

Joe Farrell has been practicing litigation, with a focus on employment law litigation and counseling, since joining Latham & Watkins in 1988. He has trial experience in employment and commercial litigation. Mr. Farrell provides employment law advice to and represents employers in litigation in the automobile, utility, garment, telecommunications, health care and food service industries, as well as not-for-profit organizations. Mr. Farrell's experience includes defending a national health care organization in an ERISA class action; a public utility in a race discrimination class action, a restaurant chain in a public accomodation race discrimination class action and defense of a finance company in a race discrimination class action. Mr. Farrell has also defended employers in numerous individual wrongful termination, sexual harassment and sex, race and age discrimination actions.

Joseph Blum is a partner in the London office of Latham & Watkins and co-head of the office's Project Development and Finance Group. Mr. Blum has extensive experience in representing sponsors, financial institutions and governments in all aspects of project development and financings, as well as privatizations. Mr. Blum has particular sector expertise in the oil and gas, electricity and telecommunications sectors.

Joshua Stein is a partner in the real estate practice group of Latham & Watkins LLP. This website is, however, totally independent of the firm. Joshua works in the New York office of the firm, where he primarily represents borrowers and lenders in substantial real-estate-related loans, including modifications, workouts, and defaults; handles large development transactions and acquisitions; negotiates (and, when necessary, repairs) major ground leases; negotiates commercial leases for both landlords and tenants; and handles hotel purchases, sales, and financing. He has also closed a wide range of other real estate transactions and has developed over 1000 model documents for commercial real estate practice, again emphasizing development, finance, leasing, and hotels. Joshua is a member of the American College of Real Estate Lawyers. His name regularly appears in published lists of the leading real estate lawyers in the United States and the world. The "Chambers" guides have identified him as one of about 20 leaders of the New York commercial real estate bar. For the year ending May 31, 2006, he chaired the Real Property Law Section of the New York State Bar Association. He has chaired the Practising Law Institute's annual two-day seminar on commercial real estate financing since 1997.

Karl Lytz is chairman of the Environment, Land & Resources Department in Latham & Watkins' San Francisco office, and co-chairman of Latham & Watkins' Environmental Litigation Practice Group. He has practiced in the environmental field for 23 years, representing clients in a variety of federal and state court litigations, administrative enforcement proceedings, civil and criminal investigations, administrative rulemakings, project developments and business transactions. His has worked in the areas of hazardous substance liability (response costs and natural resource damage claims), hazardous waste regulation, Clean Water Act enforcement, Endangered Species Act compliance, California Environmental Quality Act and National Environmental Policy Act compliance, radioactive materials licensing, federal land acquisitions, military base conversions and electric power plant operations.

Katherine A. Lauer is a partner in the firm's San Diego office, where she focuses her practice on healthcare litigation, with emphasis on healthcare fraud defense. She has defended some of the country's largest and most high-profile civil and criminal government healthcare fraud investigations and qui tam cases, representing such clients as HCA (formerly Columbia/HCA), Tenet Healthcare and Catholic Healthcare West. Ms. Lauer has repeatedly been recognized by Nightingale's Healthcare News as one of the country's top healthcare attorneys in 2004 as an "Outstanding Fraud and Compliance Lawyer" and in 2006 as an "Outstanding Healthcare Litigator." Ms. Lauer has extensive expertise in the federal Anti-kickback Statute, the Stark Laws and the federal False Claims Act, as well as cost reporting and other reimbursement issues. She advises a wide array of healthcare industry clients on issues related to pharmaceutical and medical device marketing, the structure and formation of joint ventures and other corporate transactions, including mergers and acquisitions. She also has particular expertise in the design and implementation compliance programs, and has structured and conducted many internal investigations and compliance audits. Ms. Lauer is the Co-Chair of the Health Law Litigation Committee of the American Bar Association Litigation Section. She is a member of the American Health Lawyers Association, the Healthcare and Government Contracts section of the Federal Bar Association and the California Society for Healthcare Attorneys. Ms. Lauer is a Barrister in the William Enright Chapter of the American Inns of Court and a member of the Association of Business Trial Lawyers.

A partner in the San Diego office, Kelley Michael Gale has practiced law with the firm since 1979. His practice centers on the representation of both private and public sector clients in the development, regulation and financing of alternative energy projects and capital intensive infrastructure projects. Mr. Gale has represented major project lenders and developers in connection with cogeneration projects, and many different types of small power energy projects, including geothermal, wind, solar, biomass, waste-to-energy and hydroelectric. His environmental and energy law expertise includes a broad range of work in the air, energy regulation, hazardous waste and land use areas. Mr. Gale is a member of the San Diego County Bar Association and the Natural Resources Law Section of the American Bar Association.

Ken Wolfson is a partner in the firm's Orange County office, focusing on real estate development law. His primary clients are master developers, retail developers and commercial and office developers. The majority of his time is spent on the transactional side, although he also has significant expertise in connection with community facilities districts, as well as statutory development agreements and certain other land use issues. He has substantial experience with purchase and sale transactions, leasing transactions, conventional financings, shopping center developments and business park developments. He is the primary counsel for the development of the 2,743 acre community of Foothill Ranch in Lake Forest, California, the 5,000 acre community of Rancho Santa Margarita in Rancho Santa Margarita, California, and the 400 acre commercial/industrial business park of Ocean Ranch in Oceanside, California. He has also negotiated several disposition and development agreements and is the primary counsel for the redevelopment of George Air Force Base as an international air cargo center with surrounding commercial/industrial development encompassing an estimated 15,000 acres. Mr. Wolfson has participated on panels discussing development agreements and has published an article in Builder and Developer Magazine on development agreements and vesting maps. In addition, Mr. Wolfson is a member of the Long-Range Planning Committee for his Temple and serves on the Board of Directors of Saddleback Memorial Medical Center. He is also a visible participant and advocate of community youth sports, coaching and instructing youth soccer and baseball in the City of Laguna Hills.

Ken Blohm is a partner in the San Francisco office of Latham & Watkins. He specializes in international project finance and has extensive experience in the financing of electricity, oil and gas, petrochemical and water projects around the world. His clients include commercial bank lenders, government project finance lenders, project advisors and project sponsors. Mr. Blohm also has an active leasing practice, with particular expertise in the cross-border leveraged lease financing of industrial facilities. Some of Mr. Blohm's recent project financings include: the West Seno Deep Water Crude Oil Project; representing the lead arranger in the financing of Tractebel's 760 megawatt power project near Ankara, Turkey; representing the lead arrangers in the financing of the Gebze, Izmir and Adapazari power projects in Turkey totaling 3860 megawatts; representing a public lender on the 1250 megawatt KEPCO Ilijan Project in the Philippines; and representing the arrangers in the limited recourse financing of the Corridor Block gas production, gathering and processing facilities in Indonesia. In the leveraged finance sector, Mr. Blohm has recently represented private equity firms and lenders in numerous leveraged acquisition financings, as well as leasing companies and lenders in the leveraged lease financing of transportation equipment and industrial facilities.

Kevin Blauch is a partner in the New York office of Latham & Watkins, and is the Chairman of the Finance Department in the New York office. Mr. Blauch has more than twenty years of in-depth experience in all aspects of Structured Finance. Mr. Blauch has represented various depositors, issuers, underwriters, initial purchasers, originators, sellers of mortgage loans, trustees and investors in a wide range of Structured Finance transactions. Mr. Blauch's recent emphasis has been in the field of commercial mortgage-backed securities (CMBS) and related real estate finance transactions, and more particularly, the securitization of commercial loan portfolios or newly-originated real estate loans in REMIC transactions (including acting as deal counsel in the "TOP" and "HQ" programs), commercial real estate CDOs and A/B loan structures. In connection with these projects, Mr. Blauch has developed significant experience in the wide range of legal issues that arise in the course of these transactions. The experience also includes first-hand preparation and negotiation of the wide range of documentation that is typically utilized in Structured Finance transactions, including pooling and servicing agreements, indentures, trust agreements, loan agreements, underwriting agreements, servicing agreements, custodial agreements, loan purchase agreements and other types of asset-related contracts. Mr. Blauch came to Latham & Watkins from Milbank, Tweed, Hadley & McCloy, where he was a partner in the Structured Finance Group. Mr. Blauch also worked for over 10 years at the law firm of Skadden, Arps, Slate, Meagher & Flom, mostly in the Structured Finance Department.

Kevin C. Boyle, a partner in the Northern Virginia office, focuses his practice on technology and communication industries. He has extensive experience in technology outsourcing transactions, technology and communications industry mergers and acquisitions, technology medical device, pharmaceutical, and cosmetics licensing and regulatory matters relating to the communications industry. His clients include large retailers, technology service providers and communications providers as well as startup companies in these areas. Mr. Boyle's experience includes (i) representing Sears, Roebuck & Co. in a series of technology transactions relating to the management of its $26 billion credit card portfolio (including outsourcing hardware and software support for the Sears Card), (ii) advising a startup ethical pharmaceutical company in a series of in-licensing and other compound acquisition transactions, (iii) advising a variety of technology and communications service providers in transactions with their customers, (iv) negotiating more than 100 agreements relating to the purchase, sale and merger of broadcast and other communications companies, on behalf of AMFM, Inc. (and its predecessors), Regent Communications, Citadel Communications Ltd., Beasley Broadcast Group, Dame Media, Scanlon Communications, Comsat, MobileMedia, General Cellular and other companies, (v) representation of medical device companies in supply, licensing, manufacturing agreements, (vi) allocation, equipment authorization and other matters before the FCC, and (vii) various air space matters before the FAA. Before joining Latham & Watkins, Mr. Boyle was an associate at Arent, Fox, Kintner, Plotkin & Kahn 1984-87. Mr. Boyle's practical experience includes development of a variety of software systems used by the firm and service on the firm's Technology Committee. He recently managed the firm's technology staff in a conversion of the firm's email system. Mr. Boyle serves as technology consultant for the China-America Adoption Association and as legal advisor to the Northern Michigan University Student Radio Board of Directors. He is a member of the Federal Communications Bar Association and the American Bar Association's Forum Committee on Communications Law.

A partner in the Chicago office, Kevin M. Murphy has practiced commercial litigation with the firm since 1981. Mr. Murphy has tried cases and argued appeals in both state and federal courts. He has represented clients in cases involving breach of contract, consumer fraud, commercial fraud and RICO claims. He has significant expertise in environmental law, with a focus on remediation of contaminated properties and regulation of hazardous waste. He has also litigated a wide variety of insurance coverage disputes, including environmental, employment and product liability coverage issues. Mr. Murphy is a member of the Chicago and American Bar Associations.

Kim Marie Boylan is an experienced tax attorney who focuses her practice on tax controversy, including litigation, and sophisticated accounting policy issues. She is a member of the firm's active tax controversy practice that includes audits, administrative appeals, and judicial proceedings in federal and state trial courts and appellate courts. Prior to joining the firm, Ms. Boylan was a partner at Mayer, Brown, Rowe & Maw and clerked for the Honorable Robert J. Yock on the United States Court of Federal Claims. She is also a C.P.A. Ms. Boylan is a member of the District of Columbia Bar Association, the US Court of Federal Claims Bar Association, the J. Edgar Murdock Inn of Court (United States Tax Court), the American Institute of Certified Public Accountants and the Friends of Dresden, Inc. (Board of Directors). She is admitted to practice in the District of Columbia, Massachusetts and Pennsylvania and before the US Court of Appeals for the District of Columbia, the US Court of Appeals for the Federal Circuit, the US Court of Federal Claims and the US Tax Court.

Kirk Wilkinson is a partner who focuses on environmental litigation. Mr. Wilkinson has extensive experience in public and private nuisance law, having defended public companies in actions brought by cities and private plaintiffs. His "toxic tort" experience includes defense of multi-plaintiff actions for alleged exposure to hazardous substances from airborne emissions or soil and groundwater contamination. He obtained summary judgment in favor of one client on public and private nuisance claims related to soil and groundwater contamination and had obtained summary judgment against personal injury claims based upon alleged exposure to airborne benzene for another client. He was also part of the trial team which obtained a multi-million dollar jury verdict in favor of an environmental contractor wrongfully terminated from a remediation project. Mr. Wilkinson also has worked extensively on CERCLA and California cost recovery litigation for Superfund sites in California. He has litigated such cases as the petroleum exclusion, application of CERCLA to asbestos and PCB wastes, the definition of disposal, and the question of remediation consistent with the National Contingency Plan in both state and federal courts. He obtained a trial verdict recovering remediation costs, lost rents and attorneys' fees for a landlord whose property was contaminated with solvents by a former tenant. He has obtained settlements covering response costs and attorneys' fees in other cost recovery actions, and has represented several private party clients in PRP Group allocation determinations. A significant portion of Mr. Wilkinson's experience has been for clients in the petroleum industry clients and for public utilities, for which he has participated in the defense of cost recovery and public and private nuisance claims relating to refining operations, defended toxic tort claims related to alleged episodic and chronic exposure to chemicals, and provided oversight in the preparation of risk assessments. In addition, he has experience in noise litigation, insurance coverage litigation, regulatory litigation and general commercial disputes. Mr. Wilkinson is currently serving on the Board of the Legal Aid Foundation of Los Angeles. Prior to joining Latham & Watkins in 1986, Mr. Wilkinson served as a judicial clerk for the Hon. Cynthia Hall, Ninth Circuit Court of Appeals.

Kristine Wilkes is a partner in the San Diego office of Latham & Watkins. Ms. Wilkes' practice area focuses on complex litigation, with a specialty in state and federal appellate court litigation. Prior to joining the firm, she served as a law clerk for two years to Judge William B. Enright of the United States District Court for the Southern District of California. Ms. Wilkes has handled numerous appellate, trial and alternative dispute proceedings covering a broad spectrum of legal areas, including insurance, land use, intellectual property, contracts, securities, constitutional law, employment, antitrust and civil procedure. Among recent awards, Ms. Wilkes was named by her peers to "Best Lawyers in America" for 2006. She was also listed as one of the "Top Lawyers" in San Diego in San Diego Magazine, April 2006, and honored as one of San Diego's 2006 Best Lawyers in the San Diego Daily Transcript. Ms. Wilkes is a member of the Board of Governors for the Association of Business Trial Lawyers, a Lawyer Representative to the Ninth Circuit Judicial Conference and a member of the San Diego County Bar Association's Appellate Court Committee.

Ms. Laura DeFelice is a partner in the New York office of Latham & Watkins and has practiced in the securities law area for more than 20 years, with a concentration of in-depth experience in all aspects of Structured Finance. Ms. DeFelice is the co-head of the global Structured Finance Practice Group at Latham & Watkins. Ms. DeFelice has represented issuers, underwriters, placement agents, investment advisors, commercial banks, monoline insurers and others in a wide range of Structured Finance transactions. Ms. DeFelice has substantial experience with a variety of asset types and structures, including collateralized debt obligations, structured fund investments, derivative and synthetic transactions, overseas and cross border transactions, consumer receivables transactions, corporate receivable transactions, equipment leasing transactions, commercial and residential real estate related products and other asset-backed securities. Ms. DeFelice has developed several "first time" structures, including the earliest CBOs, securitizations of intellectual property, whole businesses, cross border future flow transactions, international project finance loans, natural resource production and cash flows and debtor-in-possession securitizations. Ms. DeFelice is admitted to practice in New York and is a member of the New York and American Bar Associations. She has published articles in the Corporate Securities Law Series, "Securitizations, Legal & Regulatory Issues," published by the Law Journal Press, and in "Securitization of Financial Assets," edited by Jason H.P. Kravitt and published by Aspen Law & Business. Ms. DeFelice was named one of 15 Dealmakers of the Year in The American Lawyer 2001 Corporate Scorecard.

Linda Inscoe is a partner in the San Francisco office of Latham & Watkins, where she is a member of the Litigation Department and the Employment Law Group. Ms. Inscoe has extensive experience in employment law litigation and advice, including wrongful discharge, employment discrimination, sexual harassment, application of the Worker Adjustment and Retraining Notification ("WARN") Act and other laws, to facilities closures and reductions in force, resume fraud, investigation of employee complaints and misconduct, terminations of independent contractor and authorized agency agreements, and application of wage and hour laws. She has drafted and negotiated executive employment contracts and provided advice to management in executive employment disputes. In addition, Ms. Inscoe has represented management in negotiations with unions and disputes under collective bargaining agreements.

Marc P. Hanrahan is a partner in the New York office of Latham & Watkins and serves as co-chair of the firm's Banking Practice Group. He focuses his practice on representing banks and other financial institutions in senior lending transactions. Mr. Hanrahan has extensive experience representing lenders in acquisition financings, including leveraged buyouts, tender offers and other going private transactions. Prior to joining Latham, Mr. Hanrahan was a partner at Skadden, Arps, Slate, Meagher & Flom LLP and a member of their Banking and Institutional Investing Group. He has handled major transactions for financial institutions such as Bankers Trust Company, Barclays Bank PLC, The Chase Manhattan Bank, Credit Suisse First Boston, Goldman Sachs Credit Partners L.P., HSBC and The Royal Bank of Scotland. Mr. Hanrahan has been recognized inThe International Who's Who of Banking Lawyers (2d ed.), The International Who's Who of Business Lawyers (2003) and in Chambers Global: The World's Leading Lawyers 2003.

Mark A. Flagel is a litigation partner in the Los Angeles office of Latham & Watkins. He specializes in intellectual property matters and is the former global Co-Chair of the firm's Intellectual Property and Technology Practice Group.

Mark S. Pulliam graduated from the University of Texas School of Law with honors in 1980. He was Articles Editor of the Texas Law Review and a member of the Order of the Coif. After graduation, he served as a law clerk to the Hon. Walter R. Ely on the U.S. Court of Appeals for the Ninth Circuit in Los Angeles from 1980-1981. Mr. Pulliam joined Latham & Watkins in 1981 and has practiced primarily in the areas of employment law and employment litigation since then. He is a partner with the firm's San Diego office, where he heads the Employment Law Group in that office. Mr. Pulliam has handled numerous wrongful discharge, employment discrimination, sexual harassment, trade secret, and employee benefit disputes for corporate clients, in state court, federal court, and before administrative agencies such as the Fair Employment and Housing Commission. In addition to substantial experience litigating cases, both individual actions and class actions, at trial and on appeal, Mr. Pulliam has considerable experience in alternative dispute resolution. He has successfully mediated or resolved by negotiation literally hundreds of threatened or pending employment lawsuits. Mr. Pulliam's practice encompasses all regulatory compliance issues faced by employers: wage and hour matters, prevailing wage issues for public works, intellectual property, covenants not to compete, employment taxes, the Americans With Disabilities Act, FMLA, WARN, and similar state and federal laws and regulations. He has represented employers in state and federal court, and before virtually every state and federal agency having jurisdiction over the employment relationship. Mr. Pulliam also advises his clients on union contracts, collective bargaining, and contract administration, and represents management generally in labor matters. Mr. Pulliam specializes in "litigation avoidance," meaning the type of prophylactic counseling and advice designed to allow employers to recruit, hire and supervise employees, impose discipline, terminate employees, implement reductions in force, and buy and sell businesses without litigation by the affected employees. He drafts and reviews employee handbooks, personnel policies, and other documentation used in the employment relationship. Mr. Pulliam frequently assists in the employment law aspects of corporate transactions. He negotiates and drafts employment agreements for executives and, when necessary, severance arrangements for departing employees. Mr. Pulliam is a member of the California Bar, and is admitted to practice before the U.S. Court of Appeals for the Ninth Circuit and the U.S. District Courts for the Eastern, Central and Southern Districts of California. Mr. Pulliam is a prolific writer, having written over 25 articles primarily on labor and employment law in numerous law reviews, legal periodicals and newspapers, including The Wall Street Journal and the Los Angeles Times. He has presented papers at seminars sponsored by Pepperdine University and George Mason University, and has appeared as a panelist at the Second and Third Annual Labor Law Conferences (sponsored, in part, by the NLRB) and at the Massachusetts Bar Association's Conference on "National Labor Relations Act: Directions for the Next 50 Years."

Martha Jordan's practice focuses on a broad range of real estate project representation including land use, finance and general corporate transactional work. A substantial portion of her practice involves the transfer and/or financing of multi-state portfolios of real property. She has been actively involved in many aspects of numerous REIT transactions, including the formation, roll-up and initial public offerings of Maguire Properties, Inc., Digital Realty Trust, Inc., AMB Property Corporation, Arden Realty, Kilroy Realty and CenterTrust and the complete liquidation of the Wells Fargo Mortgage and Equity Trust. She has represented public companies and REITs in connection with acquisitions, credit facilities and other portfolio financing deals such as CMBS or securitized debt, including the financing and acquisition by Maguire Properties of the $1.5 billion CommonWealth office portfolio. Other multi-property transactions include the reorganization of Red Lion Hotels, the sale of Wine World Estates (including the Beringer Winery), the acquisition of Orchard Supply Hardware, the sale of the Stouffer Hotel chain and the acquisition of A&M Homes. Ms. Jordan has also worked on a variety of public/private development joint ventures with private developers and governmental agencies such as the City of Los Angeles, the Community Redevelopment Agency, the County of Los Angeles and the Los Angeles Unified School District. Such projects include the Maguire Thomas Partners Library Square Project (2.5 million sq. ft. multi-phased office development in downtown LA), the Ketchum-Downtown YMCA, the Metropolis Project (2.7 million sq. ft., multi-phased mixed use LA development), the Disney Concert Hall project and the Mello-Roos financing for the Pershing Square public park in downtown Los Angeles. Ms. Jordan has served in many different management roles at Latham & Watkins, most recently as the managing partner for the 300-lawyer Los Angeles office from 1998 through June of 2004. She is active in numerous charitable and civic organizations serving on the Board of Public Counsel, LA's Best, The California Women's Law Center and Penn State's Smeal College of Business. She is also a former member of the Board of Trustees of the Los Angeles County Bar Association and the former Chair of the Board of the Ketchum Downtown YMCA. She was named one of California's Top 100 most influential lawyers by California Law Business in 1999 and was recently selected for the Lawdragon 500, a list of 500 leading lawyers in the US as ranked by clients and peers. Ms. Jordan is qualified to practice before the California bar.

Martin Saywell is a partner in Latham & Watkins' London office. He is an English solicitor whose practice focuses on public and private mergers, private equity transactions, takeovers and initial public and secondary offerings. He studied for a masters degree at Kobe University and speaks Japanese. Before joining Latham & Watkins, he was a partner in the UK firm Simmons & Simmons from 1997 - 2003.

Maureen Mahoney is a partner in the Washington, D.C. office of Latham & Watkins, and leads the firm's appellate and constitutional practice. Ms. Mahoney originally joined the firm in 1980, but left in 1991 to accept an appointment as a United States Deputy Solicitor General. During her tenure in the Solicitor General's Office, President Bush nominated Ms. Mahoney to fill a vacancy on the United States District Court for the Eastern District of Virginia, but the Senate did not act on her nomination prior to the election. Ms. Mahoney returned to the partnership of Latham & Watkins in 1993.

Michael Schlesinger is a partner in the Washington, D.C. office. He is a corporate lawyer and specializes in mergers and acquisitions, venture capital and private equity finance and transactional planning. He also provides general company representation to a wide variety of enterprises. As an M&A lawyer, Mr. Schlesinger has extensive experience in over 20 years of practice representing numerous purchasers and sellers in a wide variety of acquisition, sale, merger, joint venture and other business combination and divestiture transactions. These matters include tax free reorganizations, asset transactions, bankruptcy "Section 363" asset sale transactions, management buyouts and exit transactions for founders. In venture capital, he has represented both companies and funds in a significant number of equity, convertible debt and bridge financing transactions, including seed, angel, early, expansion and mezzanine round financings. In later stage private equity transactions, he has represented companies and investors in joint ventures, leveraged recapitalizations, special dividend transactions, dispositions and private self tender offerings. His venture capital and private equity fund clients have included Updata Venture Partners, Grotech Capital Partners, Core Capital Partners, Thomas Weisel Healthcare Venture Partners, Bear Stearns Health Innoventures and Tenaska Power Fund. For numerous emerging and established entities, Mr. Schlesinger provides general corporate representation, including advice to boards of directors and management concerning corporate governance matters and structuring and implementing incentive compensation arrangements. Mr. Schlesinger also represents a number of well known and successful Washington D.C. area serial entrepreneurs in a wide variety of investments and other matters. In this role, he counsels and negotiates on behalf of his clients exit strategies for investments in existing companies, employment and incentive compensation arrangements with new enterprises, investments in start up and existing ventures, service on boards of directors and advisory boards and protections against liabilities and contingencies. As a member of the firm's Venture & Technology Practice Group, Mr. Schlesinger regularly represents clients engaged in information technology, media, healthcare and the life sciences, including companies in software, data conversion, interoperability, electronic commerce, telecommunications, security, clinical research and support services, personalized medicine, consumer directed healthcare, genomics, medical devices and drug development. As part of this representation, he has negotiated software development agreements, research and development agreements, CRADAs, joint development agreements and clinical research agreements. A number of these companies are focused on providing products and services to federal government agencies and, along with his colleagues from the firm's government contracts practice, he advises on matters affecting their businesses as well. He also represents established middle market companies engaged in real estate, specialty retail, radio broadcast, distribution, manufacturing and professional services and, in particular, has negotiated numerous real estate purchase, sale, debt finance and joint venture arrangements for developers, investors and lenders in a wide variety of real estate investment, finance and development transactions. Mr. Schlesinger has served as an Adjunct Professor at Georgetown University Law Center teaching Business Planning, a course focused on corporate, securities and tax law matters affecting emerging enterprises. He is a frequent speaker on topics involving venture capital, mergers and acquisitions and financings and other issues affecting early stage ventures. He has also served as Co-Chair of the Executive Committee of the Family Business Forum, as a member of the Selection Committee for the Mid-Atlantic Venture Association's Capital...

Michael G. Romey is a partner in the Los Angeles office of Latham & Watkins. He has a broad range of litigation experience, with a particular emphasis on environmental litigation. He has represented clients in toxic tort, "Superfund," cost recovery, Clean Air Act, RCRA, civil penalty and insurance coverage litigations. Mr. Romey has defended numerous public and private companies in major, multi-plaintiff or class action lawsuits alleging exposures to hazardous substances from soil, groundwater and airborne contamination. These include claims of personal injury and property damage arising out of alleged exposures to chromium from natural gas pumping stations, sodium azide from an air bag manufacturing facility, elemental mercury from a gold mining operation, petroleum from oil wells, benzene from a synthetic rubber facility, asbestos from an asphalt roofing plant and pesticide from a historic DDT manufacturing facility. Mr. Romey has represented clients in enforcement actions and litigations at many state and federal "Superfund" sites. He currently defends a public company in a multi-party cost-recovery lawsuit arising out of acid mine drainage in the Pinal Creek Basin Site in Globe, Arizona. Mr. Romey has both prosecuted and defended numerous contaminated property and diminution in value lawsuits brought under public and private nuisance law. Mr. Romey has defended clients in a variety of enforcement actions under the Clean Air Act, including a public utility in a Clean Air Act citizen suit brought by national environmental organizations, a refinery operator in a major air emission enforcement action brought by a district attorney and a regional air quality management district, and a public company seeking to construct a state-of-the-art natural gas power plant in Southern California. Mr. Romey defends companies in citizen suits by environmental groups brought under California's Proposition 65. Mr. Romey has also prosecuted actions on behalf of clients to obtain coverage for their environmental, toxic tort and other liabilities. Because of his experience Mr. Romey has developed significant expertise in numerous areas of environmental compliance, enforcement and regulation, as well as insurance. He represents clients before the Environmental Protection Agency, the State Water Resources Board, the regional boards and other environmental agencies. He also advises clients in the negotiation and purchase of environmental liability policies and other forms of insurance policies. Mr. Romey is an adjunct professor of environmental law at the University of Southern California School of Law. Prior to joining Latham & Watkins in 1989, Mr. Romey was a law clerk to the Honorable J. Lawrence Irving, United States District Court, Southern District.

Michael J. Weaver is a litigation partner in the San Diego office of Latham & Watkins. In a professional career spanning more than 30 years, Mr. Weaver has specialized in complex business litigation and trial practice. He has significant experience, including trials to verdict and appeals in state and federal courts, before various administrative tribunals and arbitrations on matters involving complex business litigation, such as class and derivative actions, securities fraud, RICO, bank litigation, lender liability, antitrust, defamation, unfair competition, business torts, fiduciary duty matters, wrongful termination, partnership and corporate dissolution, product defect litigation, real property matters, contract and UCC disputes, directors and officers liability, intellectual property and legal, accounting and other professional malpractice, errors and omissions. From 1973 to 1975, Mr. Weaver served as a law clerk to the Hon. Gordon Thompson, Jr., United States District Court for the Southern District of California. He was a member and a Special Master of the Standing Committee on Discipline for the United States District Court for the Southern District of California. He was appointed to the California Judicial Task Force to evaluate the desirability of establishing business courts or departments in California, and was the Chair of the Federal Court Committee of the San Diego County Bar Association. He was also an Attorney Delegate to the Ninth Circuit Judicial Conference and has served as a member and the chair of the Merit Selection Panel, which evaluates applicants for the position of United States Magistrate Judge for the Southern District. In addition to serving on a number of boards of local community charitable and educational organizations, he lectures frequently to various professional organizations. Mr. Weaver is a member of the Executive Committee and a Master of the Bench of the Inn, American Inns of Court, Louis M. Welsh Chapter, and was a founding member of the Board of Governors of the San Diego Association of Business Trial Lawyers. Mr. Weaver is listed in the "Best Lawyers in America," "Who's Who in America" and "Who's Who in American Law." He is a Fellow in the American College of Trial Lawyers.

Michael S. Immordino is a partner in the London and Milan office. He practices in the areas of corporate finance, mergers and acquisitions and general corporate law. Mr. Immordino works closely with corporate, finance and government clients in Italy, especially with regard to their US-related transactions. Mr. Immordino has been recognized in industry journals such as The Lawyer Hot 100, Legal 500 and Who's Who in the City.

Michael Lurey is a member of the law firm of Latham & Watkins, in its Los Angeles office. He currently serves as co-chair of the firm's global Insolvency Practice Group. From 1988 to 1991, Mr. Lurey chaired the firm's Finance Department, which administers finance, commercial law and insolvency matters. He has practiced law with the firm since 1970. Mr. Lurey regularly represents lenders, creditors' committees, borrowers and other parties in all aspects of insolvency matters, including chapter 11 cases and out-of-court restructurings. He currently represents Consolidated Freightways Corporation, et al as chapter 11 debtors. He was counsel to NorthPoint Communications Group, Inc. et al as debtors in possession in their recent chapter 11 cases, through which they sold substantially all of their assets on a going-concern basis. He represented the official creditors' committees in the chapter 11 cases of Superior National Insurance Group, Inc. and MedPartners Provider Network, Inc., which successfully confirmed chapter 11 plans of liquidation. He also represented Sun World International, Inc. and its affiliates as chapter 11 debtors in possession, and negotiated and confirmed a consensual plan of reorganization for these entities. He represented the secured bank groups in the chapter 11 cases of Matthews Studio Equipment Group, and Global Health Sciences, Inc. and their affiliates, and negotiated the liquidation of the bank groups' collateral in each of these cases. Mr. Lurey was counsel to Intermark, Inc. and Triton Group Ltd. as chapter 11 debtors, which confirmed pre-negotiated chapter 11 plans of reorganization. Mr. Lurey has represented secured creditors and creditors' committees in major financing transactions and restructurings, in and out of court. He has also represented lenders and borrowers in new financings and structured finance transactions. Mr. Lurey is a frequent lecturer and chairperson for the Practising Law Institute, the American Bankruptcy Institute, the California Bankers Association and various other state educational organizations. He has published articles on numerous aspects of secured and unsecured lending, fraudulent transfer laws, chapter 11 cases and loan restructurings and is co-author of Matthew Bender's treatise "Collier Lending Institutions and the Bankruptcy Code" (1985) and annual updates for that treatise. Mr. Lurey was recently named as an Outstanding Bankruptcy Lawyer of 2003 by Beard Group Inc.'s Turnarounds and Workouts Reporter. He is listed as "Recommended in Insolvency" in Chambers & Partners treatise Chambers USA: America's Leading Business Lawyers (2003-2004). He is also listed as one of the leading insolvency and restructuring counsel in the Law Business Research, Ltd. treatise "Who's Who Legal, The International Who's Who of Business Lawyers," (2002 edition) and in "The K&A Restructuring Register" America's Top 100" (Fourth Edition, 2003). He was selected to membership in the American College of Bankruptcy in 1994. He is a member of the Los Angeles County Bar Association and was chairperson of the Commercial Law and Bankruptcy Section of that association from 1981 to 1982. He has been a member of the Committee on Business Bankruptcy and the Corporation, Banking and Business Law Section of the American Bar Association since 1974. Mr. Lurey is a member and past president of the Financial Lawyers Conference in Los Angeles.

Nicolas Bombrun is a partner in the Paris office of Latham & Watkins. His practice covers and focuses on domestic and international mergers and acquisitions, involving either private or public companies or LBO's. He is also active in public offerings and private placements of securities, stock exchange listings of French companies on French and foreign regulated markets. Mr. Bombrun is recognized by European Legal 500, Legal 500 Paris, European Legal Experts 2006 and Chambers Global 2006 as a leading practitioner in his fields. He is described by Chambers Global as a "superb technician" and praised for his work in public and private M&A. In Chambers Global, Mr. Bombrun received praise from both clients and lawyers. "I can't say enough good things about him," said one client, "he really is an in-house counsel's dream." Another commentator attributed his success to his notable business sense: "He certainly knows the technical points, but he looks at it all through a businessman's eyes." He was also recognized by DecideursStrategieFinance Droit (November 2004) as ranking in the top tier (incontournable) for his Private Equity practice and the counseling of investment funds. Mr. Bombrun began his legal career in the Paris office of a US law firm and joined in 1988 Giroux Buhagiar & Associes, a French law firm with a renowned financial and mergers and acquisitions practice, where he became a partner in 1994.

NIGEL CAMPION-SMITH (Legal Adviser) is a partner in the London office of Latham & Watkins and has worked with EPE LLP & EPE Ltd since its inception. Nigel advises the EPIC Reconstruction plc and EPIC plc Boards.

Ms. Kelly is a member of the Los Angeles County, State of California and American Bar Associations as well as the Business Law Section of the American Bar Association. She served as an extern law clerk to the Honorable Joyce Hens Green of the D.C. District Court.

Pamela Palmer is a litigation partner in Latham & Watkins' Los Angeles and Orange County offices. She specializes in defending clients in securities class actions, derivative suits, corporate control disputes, SEC proceedings, and other complex business and financial accounting disputes. Ms. Palmer also represents clients in internal corporate investigations and audit committee matters, and counsels clients regarding whistleblowers, disclosure obligations, fiduciary duties, corporate governance and crisis management. Ms. Palmer has represented numerous public companies, officers, and directors, as well as underwriters, financial institutions, large private companies and major accounting firms in securities related matters, and has achieved significant defense victories on pre-trial motions, at trial, arbitration and on appeal. Ms. Palmer lectures and publishes frequently regarding securities disputes, governance, investigations, and electronic discovery including for, among others, the American Bar Association, the Center for Professional Education, Glasser LegalWorks, the Association of Corporate Counsel (ACCA), Wall Street Lawyer and Latham & Watkins' seminars. Ms. Palmer is Chair of the Derivative Suits Committee of the American Bar Association's Class Actions & Derivative Suits Committee. She serves on Latham & Watkins' Ethics Committee and, prior to private practice, served as a judicial clerk on the Ninth Circuit Court of Appeal.

Patrick A. Pohlen is a partner in Latham & Watkins' Silicon Valley office, where he is the global Co-Chair of the firm's Venture and Technology Group and a member of the firm's Corporate Department. Mr. Pohlen is one of the nation's leading attorneys in representing technology and life science companies and the financial institutions (venture capitalists and investment banks) that finance them. His practice focuses on general corporate counseling, private finance, public offerings, securities and mergers & acquisitions. Prior to joining Latham & Watkins, Mr. Pohlen ran a high profile technology start-up. This experience makes him especially attuned to the business and legal issues facing emerging growth companies today. Mr. Pohlen has extensive experience in corporate finance and securities matters. He has represented companies, underwriters and investors in private financings and public offerings. Since 1997, Mr. Pohlen has been ranked nationally in the IPO Journal's listing of the country's top ten IPO lawyers based on the number of initial public offerings completed. From 1996 to 2000, Mr. Pohlen was a partner at Cooley Godward LLP where he headed the firm's Public Offering Practice Group and the Investment Banking Practice Group. Earlier in his career, Mr. Pohlen practiced at a major law firm in New York. Mr. Pohlen has been a guest lecturer and publisher of materials for several Practising Law Institute seminars, including Securities Offerings; Securities Laws and Internet; and Venture Capital: Planning an Exit. He has also been an instructor at the University of Iowa College of Business and has been a guest lecturer for the Executive MBA Program at Rockhurst College. Mr. Pohlen is also active in many community activities. Mr. Pohlen is a member of the California and New York State Bar Associations and admitted to practice in California and New York.

Patrick Dunaud is chair of Latham & Watkins' Paris office Litigation Department and co-chair of the firm's Securities and Professional Liability Practice. He has an extensive experience in intellectual property and competition law litigation, with particular focus on copyrights, media, broadcasting, entertainment and movie production. He is also very active in the corporate and securities litigation areas, representing financial institutions as well as companies. His practice encompasses a broad range of complex cross-border business litigation. An active trial lawyer for over 20 years, Mr. Dunaud is experienced in civil, commercial and criminal courts as well as in the EU Court of Justice. Mr. Dunaud has been a partner in the Paris office of Latham & Watkins since March 1, 2004. Prior to joining Latham & Watkins, Mr. Dunaud served as Managing Partner and head of the Litigation Department of Sokolow, Dunaud, Mercadier & Carreras, which he co-founded in 1994. Before that, he practiced with Coudert Freres, where he served as the Managing Partner since 1992 and as head of its Litigation Department since 1989 when he joined that firm. From 1987 to 1989 and from 1980 to 1982, he practiced with Courtois, Bouloy, Lebel & Associes and from 1982 to 1987, was with Debevoise & Plimpton in its New York and Paris offices. Mr. Dunaud is regularly invited to speak at conferences and seminars all over the world. Recent events where he was a featured speaker include a DII conference entitled "The Legal Director faced with the choice of his counsels." He also moderated a panel discussion entitled "Media & content issues: in a convergent environment" during the Global Forum on Digital Convergence in November 2006. He is listed in Legal 500 Paris and European Legal 500. He is recognized by Chambers Global 2007 as a leader in the field of media and ranked in the category "experts" by European Legal Experts 2007 in the areas of intellectual property, litigation and arbitration, media and entertainment. He is recognized by PLC Which Lawyer as a leader in the fields of Communication and Media and Entertainment, and highly recommended in the area of Intellectual Property. Most recently, Mr. Dunaud was listed as the leading attorney in France by PLC Which Lawyer Global 50 for his Media practice.

Paul D. Tosetti, a partner in the firm's Los Angeles office, is a member of the firm's Corporate Department and served for ten years as the co-head of its Global Mergers and Acquisitions Group. In his practice, Mr. Tosetti focuses on the acquisition of companies on both a solicited and an unsolicited basis, and has extensive expertise in the leveraged buyout field. He has been involved in transactions in a broad range of businesses, including the airline, pharmaceutical, e-commerce, logistics, television broadcasting, health care, petroleum, motion picture, consumer retail, electronics, gaming, apparel and hospitality industries. Mr. Tosetti has also written and lectured on a variety of corporate and securities law matters. Over the years, Mr. Tosetti has represented some of the nation's most sophisticated transactional clients, including Allergan Inc., Amgen Inc., Hilton Hotels Corporation, Beckman Coulter, Inc., Broadcom, Telemundo Group, Inc., ShopNBC and Arden Realty, Inc. He also regularly represents a number of investment and merchant banking firms. Mr. Tosetti is regularly recognized in The Best Lawyers in America. In polls conducted by Los Angeles Magazine, he was named in 2004 and 2005 as one of Southern California's top 100 lawyers, and in the July 1989 issue of The National Law Journal, he was named as one of America's Top 50 Young Lawyers. In the 2003 edition of the authoritative Chambers Global Leading Lawyers publication, he was named as one of California's top three corporate lawyers, and in 2005 Lawdragon Magazine named him one of the nation's top 500 attorneys. Prior to entering the practice of law, Mr. Tosetti served as a law clerk to the late Hon. Edward Allen Tamm, Circuit Judge for the United States Court of Appeals for the District of Columbia Circuit, and Chief Judge for the Temporary Emergency Court of Appeals. Mr. Tosetti also practices actively in the area of sports and entertainment law, with experience ranging from the negotiation of television contracts to the organization of new sports leagues. Mr. Tosetti acted as outside counsel to World Cup USA 1994, Inc., the organization responsible for coordinating the international soccer championships, which were held in America in 1994 for the first time. He is also acting as counsel to Major League Soccer, LLC, the country's Division One soccer league.

Paul R. DeMuro is a partner in the Los Angeles and San Francisco offices of Latham & Watkins LLP. He is a CPA with an MBA in finance who has practiced corporate and health care law since 1979. Mr. DeMuro has practiced extensively in the areas of corporate transactions, joint ventures, mergers and acquisitions (M&A), corporate organization, governance, finance and regulatory compliance. He works with hospitals, health plans, e-health and health care technology companies, medical groups, physician practice management companies and integrated delivery systems. He also practices in the areas of Medicare reimbursement, fraud and abuse, compliance and managed care. Mr. DeMuro primarily represents hospitals, health systems, physicians, physician groups, physician practice companies, integrated health systems, managed care organizations, e-health care and health care technology companies and ancillary providers, including laboratories, pharmaceutical companies, DME companies, clinics, home health agencies, etc. and investment banks in health care transactions.

Peter Kerman is Global Chair of the firm's Corporate Department. He joined Latham & Watkins in 1984 and has practiced in its Los Angeles, San Francisco and Silicon Valley offices. His practice centers on mergers and acquisitions, venture capital, start-ups and company representation. In the area of mergers and acquisitions, Mr. Kerman has represented financial buyers, strategic buyers and sellers in numerous acquisitions and dispositions of public and private companies. In addition he has represented a number of investment banking firms in their role as financial advisor in acquisitions and dispositions. Mr. Kerman has represented a number of venture capital firms in numerous investments and has represented a large number of private venture-backed companies, primarily in the technology field. In the area of company representation he has advised numerous companies in a variety of public and private offerings, corporate governance matters and compliance with federal securities laws.

Peter Rosen is a partner in the Los Angeles office of Latham & Watkins. He represents insurance policyholders in matters involving property disputes, professional liability, directors and officers' liability, commercial general liability policies, environmental insurance, fidelity insurance, and surety bonds. Most recently, Mr. Rosen was the lead lawyer for the retail leaseholder at the World Trade Center in the massive insurance coverage litigation arising out of the 9/11 attacks. His role in the World Trade Center insurance coverage action gained him worldwide recognition. Mr. Rosen is ranked as one of the "leading individuals" among California policyholder lawyers in The Insurance Section of both the 2004 and 2005 editions of Chambers USA survey of America's Leading Business Lawyers. Additionally, he is listed in The Insurance Section of the 2006 edition of The Best Lawyers in America. Mr. Rosen's practice also includes securities litigation, private securities disputes, broker-dealer matters and special investigations. Additionally, he counsels boards of directors and senior management on directors and officers' litigation, compensation and benefits agreements, corporate governance issues, employment practices, insurance strategies, indemnification, and bylaws and agreements.

Philip J. Perzek is a partner in the Chicago office of Latham & Watkins and a member of the firm's Finance Department. Mr. Perzek has substantial expertise in structuring and documenting secured and unsecured revolving and term loan facilities, letter of credit and bankers' acceptance facilities, receivables purchase agreements, subordinated debt financings, lease financings and asset-based financings. His practice also includes representing lenders in mezzanine and second lien lending transactions. Mr. Perzek also represents issuers, underwriters, and liquidity and credit enhancement providers in tax-exempt financing transactions. In addition, he routinely represents secured and unsecured creditors in a variety of workouts, restructurings, bankruptcies and consensual foreclosure transactions. He has extensive experience on cross border secured financings, particularly those involving Canadian and U.K. law issues. Mr. Perzek also serves as pro bono counsel to COACH House, Inc., a non-profit organization providing respite care for medically fragile children and their families in the greater Chicago area and to Day Star School, a non-denominational Christian school in the south loop area of Chicago. Prior to joining Latham & Watkins, Mr. Perzek was a law clerk to the Honorable Nicholas J. Bua, Federal District Court Judge for the Northern District of Illinois. He is a co-author of the chapter on Federal Tax Liens in the IICLE Handbook on Creditor's Rights in Illinois. He is also the founding co-editor of Banking News, a quarterly newsletter published by Latham & Watkins focusing on recent legal developments affecting the financial community. Mr. Perzek is a member of the Illinois Bar.

Pierre Descheemaeker is a partner in the Paris office of Latham & Watkins. He assists a broad range of businesses and entrepreneurs in developing their business strategy. He is active in mergers and acquisitions, in particular with respect to acquisitions and financing of real estate. He also advises his clients on international business transactions, cross border mergers and acquisitions investments in France, property investments and international joint ventures. Prior to joining Latham & Watkins, he practiced law initially within the New York and Paris offices of Cleary Gotlieb Steen & Hamilton, concentrating in particular on international mergers, acquisitions, joint ventures, banking and finance, with a special emphasis on the fields of mining as well as oil and gas exploration and production. In 1984, he joined Sales Vincent Georges & Associes, a French law firm with a strong international practice, where he continued his corporate and oil, gas and mining practice. He also developed an environmental practice, covering, among others, the remediation of polluted industrial land.

Richard A. Levy is a partner in the Chicago office, and has practiced law with the firm since 1982. Rick's practice is centered on representing major financial institutions, institutional bond holders, indenture trustees, other secured and unsecured creditors and debtors, as well as strategic and financial sellers and buyers of stock, assets or debt in a broad range of insolvency and bankruptcy areas, including major corporate business reorganizations, workouts and out-of-court restructurings, fraudulent conveyance/lender liability litigation, and bankruptcy and Article 9 sales of businesses as going concerns. He has represented numerous financial institutions, including Heller Financial, FINOVA Capital Corporation, Congress Financial Corporation, LaSalle National Bank, LaSalle Business Credit, Conseco Finance Services Corporation, BT Commercial Credit, Citibank, Citicorp North America, Citicorp Real Estate, Wells Fargo, Royal Bank of Canada, Canadian Imperial Bank of Commerce, PPM America, Aetna Life Insurance Company, Teachers Retirement System of Texas, TransAmerica Business Credit, Security Pacific, Bank of America Business Credit, Continental Bank and First Interstate. Rick is a member of the Chicago and American Bar Associations. Prior to entering the practice of law, he served as law clerk to the Hon. Milton I. Shadur of the Northern District of Illinois.

Richard L. Chadakoff is a partner in the New York office of Latham & Watkins, where he heads the firm's 90-member global real estate practice group and chairs the New York office's real estate practice group. He has broad-based experience in the business and legal aspects of real estate development, investment, financing and related transactions. Mr. Chadakoff has been the primary northeastern outside real estate financing counsel for General Electric Capital Corporation for the past 17 years. As counsel to major national institutional lenders, as well as other lenders and developers, Mr. Chadakoff has had vast experience in single and multiple property real estate financings, including structured and securitized financings, and loan participations and syndications. Also Mr. Chadakoff has had significant experience in sale-leaseback and other "off-balance sheet" financing structures, including both conventional financings and publicly assisted financings. In addition, Mr. Chadakoff has had considerable experience in the representation of lenders and borrowers in connection with troubled loans, involving structuring, negotiating and implementing workouts, including foreclosure litigations and bankruptcy proceedings (both adversarial and "prepackaged"). Mr. Chadakoff has worked closely with investment bankers and major owners of real property in structuring and implementing major real estate acquisitions and dispositions. Mr. Chadakoff has represented developers in countless landmark and "trophy" real estate developments throughout the United States involving office, retail, hospitality, mixed-use, entertainment and all other types of commercial properties. In addition to his financing background, Mr. Chadakoff has had extensive experience in joint venture, partnership and limited liability company formation and representation. He has negotiated the terms of the agreements for such entities on behalf of both the developer or manager side and the investor or institutional side. Mr. Chadakoff also has had considerable experience in all other areas of transactional real estate, representing developers, owners, lenders, borrowers, tenants, landlords, and venturers, both institutional and noninstitutional. Mr. Chadakoff has lectured at law schools and before real estate industry groups. He is a member of the Board of Advisors of Chicago-Ticor Title Guarantee Company. He has recently been recognized by Euromoney Legal Media Group as one of the world's leading real estate attorneys and was nominated to the Law Business Research's "An International Who's Who of Real Estate Lawyers".

Robert A. Koenig is Chair of the Corporate Department for the firm's Silicon Valley office. He practices corporate securities law with a focus on technology companies. He represents issuers, investors and investment banks in the public and private equity markets. He has negotiated investments in every phase of company growth, including start-ups, venture financings, initial public offerings and acquisitions. Since joining the firm in 1986, Mr. Koenig has also represented many buyers and sellers of businesses, including both financial and strategic investors, in a broad range of mergers and acquisitions. Mr. Koenig serves as lead outside counsel for a number of publicly-held technology companies, providing advice on corporate governance standards and obligations under federal securities laws, including the regulation of insider trading under Section 16 of the Securities Exchange Act, Securities Act registration, Rule 144, proxy rules and disclosure requirements. Mr. Koenig is a member of the Board of Directors of the Legal Aid Society of San Mateo County and a recipient of its 2004 "Guardian of Justice" award.

Robert A. Zuccaro is a partner in the New York office. His practice focuses on corporate finance, securities and other corporate law matters. He advises underwriters and issuers in US and international capital markets, corporate finance and SEC matters. He has extensive experience in a wide variety of corporate finance techniques, including equity offerings, high-yield debt securities, convertible securities, initial public offerings, private placements including PIPE transactions, primary and secondary offerings, fully registered US transactions, transactions under Rule 144A and Regulation S and venture capital financings. He also advises clients on general corporate and securities law matters, negotiated M&A transactions and joint ventures. He has advised clients and handled transactions throughout North America, South America, Europe, Asia and Australia. Mr. Zuccaro has been recognized by Euromoney as one of the world's leading capital markets lawyers. He recently completed a three-year term as a member of the Committee on Securities Regulation of the Association of the Bar of the City of New York.

Mr Crockett's recent legal publication is "Taking it to the Bank: A Recent Survey of Jury Verdicts in Los Angeles, etc.," L.A. Law, Sep. 2001, at 47, which he co-authored with Jonathan M. Jenkins. Mr. Crockett has served on Latham & Watkins' technology committee from 1989 to 2006, and on its finance committee in the 1980s and 90s. He has been a panelist in Continuing Education of the Bar programs pertaining to health care litigation and land use litigation. Mr. Crockett presented a paper in 2002 to the Rubber Manufacturers Association, has served as an Associate Editor of The Los Angeles Lawyer, and also as an economics professor at a California junior college. Prior to practicing law, Mr. Crockett was a software engineer for Boeing Computer Services in a cruise missile project in the 1970s, and an academic research computer programmer for Brigham Young University. He placed third in his age class in a recent 50K trail ultrathon.

Roger S. Goldman, a partner in the Washington, D.C. office, has practiced law with the firm since 1981. His practice centers on the False Claims Act and white collar criminal litigation with an emphasis on health care fraud defense. He has handled numerous qui tam proceedings, congressional investigations and grand jury investigations, representing a host of major health care corporations, government contractors and telecommunications firms. Mr. Goldman has played a principal role in the defense of a number of high profile health care fraud investigations on behalf of clients such as Tenet Healthcare, Columbia/HCA and Integrated Health Services. He has also successfully litigated to resolution false claims act cases for clients such as National Semiconductor Corporation and Royco, Inc.

Ronald Hanson, a partner in the Chicago office, leads the Chicago office's insolvency and creditor's rights practice. Mr. Hanson has represented major financial institutions and other interested parties for over 30 years in insolvency and creditors' rights matters, including defense of lender liability, fraudulent conveyance and other claims against lenders; major corporate bankruptcy reorganizations; workouts and restructurings; and enforcement of security interests in stock and assets under Article 9 of the Uniform Commercial Code. He has regularly represented lending groups comprised of banks, insurance companies, hedge funds and other types of financial institutions in complex bankruptcies and workouts. Most recently, Mr. Hanson represented the Official Unsecured Creditors Committee in the chapter 11 case of Comdisco, Inc. and represented the agent for 40 secured lenders in chapter 11 proceedings involving the two largest gas-fired power plants in North America, Union Power Partners, L.P. and Panda Gila River, L.P. In addition, Mr. Hanson has represented numerous strategic and financial buyers and sellers in the purchase and sale of companies or their assets, including public companies. He has extensive experience in the sale and acquisition of financially distressed companies. Mr. Hanson is a member of the Business Bankruptcy Subcommittee, the Creditors' Rights Subcommittee and the Commercial Financial Services Subcommittee of the American Bar Association. He has served as an official advisor to the National Conference of Commissioners on Uniform State Laws in its efforts to revise Article 6 (Bulk Sales) of the Uniform Commercial Code. He has written and lectured extensively in the area of bankruptcy and lender liability for the American Bankruptcy Institute, the Banking Law Institute, the Practicing Law Institute and the American Law Institute. He has also published articles in the Commercial Lending Review dealing with lender liability topics and issues regarding the enforcement of creditors' rights.

Mr. Weiner is a member of the Los Angeles County, State of California and American Bar Associations, and has served as Chairman of the State Bar of California's Corporate Tax Committee and Secretary of the Los Angeles County Bar Association's Corporate Taxation Section. He is a frequent lecturer on tax issues, and has written various articles for the Practising Law Institute, Major Tax Planning and Turnarounds & Workouts.

Scott Haber is the Managing Partner of Latham & Watkins' San Francisco office and is a former member of the firm's Executive Committee. Mr. Haber represents a number of public and private corporations in a variety of M&A transactions, SEC matters and corporate planning (e.g., shareholder rights plans). He recently represented Safeway Inc. in connection with its acquisitions of Genuardi's Family Markets, Inc., Randall's Food Markets, Inc., The Vons Companies, Inc. and Carr-Gottstein Foods Co. Mr. Haber represents Genstar Capital, for which he has handled the purchase of PRA International, Inc., its sales of NEN Life Sciences and Panolam International and its investment in BioSource International. He has also been involved in numerous other M&A transactions representing corporate and private investors such as Kohlberg Kravis Roberts & Co., Gryphon Investors, Spectrum Equity Investors, Dennis Washington, and Cordant Technologies. Additional representations include Safeway in connection with a series of debt and equity offerings totaling more than $7 billion. A member of the American and California State Bar Associations, Mr. Haber frequently lectures on the subject of shareholder rights plans (poison pills). Mr. Haber is an alumnus of Cornell University, having received his J.D., magna cum laude and Order of the Coif, his M.B.A. in 1983, and his B.A. in 1980. He was also Editor of the Cornell Law Review. After graduating from law school in 1984, he served as Law Clerk to the Honorable Richard J. Cardamone of the United States Court of Appeals for the Second Circuit. Mr. Haber joined the firm in 1985 and currently serves as a member of the Berkeley Repertory Theatre Board.

Scott N. Wolfe is partner-in-charge of the San Diego North County office and has practiced law with the firm since 1978. He practices in the areas of general corporate and securities law and is the head of the San Diego office Corporate Department. Mr. Wolfe has a strong background in advising startups and emerging businesses, particularly in the life sciences/biotechnology and healthcare industries, and in acquisitions and sales of businesses. He also regularly represents companies and investment banking firms in public offerings, private placements, venture capital financings, real estate investment trusts, complex debt offerings and corporate partnering arrangements.

Steven Bauer has earned a reputation for taking tough cases to trial, having tried more than 30 cases from all sides of the courtroom representing plaintiffs and defendants, corporations and individuals, in civil and in criminal cases. Mr. Bauer has come to specialize in creative strategies for the multi-front, civil-criminal-regulatory cases that confront today's corporations and executives. Mr. Bauer joined our San Francisco office in 1993 and is the past chairman of our San Francisco and Silicon Valley Litigation Departments.

Stuart Kurlander is a partner in Latham & Watkins' Washington, D.C. office, chair of the Washington, D.C. Health Care and Life Sciences Practice and co-chair of the Global Health Care and Life Sciences Practice group. Mr. Kurlander provides health care regulatory, reimbursement, fraud and abuse, corporate and litigation counsel to medical device, pharmaceutical and biotech firms, as well as health care providers including hospitals and skilled nursing facilities. Additionally, Mr. Kurlander regularly counsels underwriters, leveraged buyout firms, venture capital groups and private equity firms on health care matters. He represents health care interests at all levels of government. Mr. Kurlander serves as outside legal counsel to several health care companies and trade associations, including AdvaMed, the largest association representing the interests of medical device manufacturers worldwide. Mr. Kurlander also represents companies on Medicare and Medicaid coverage and reimbursement matters as well as compliance matters. His client list includes a diverse array of health care entities, including hospitals, nursing homes, medical device manufacturers, biotech firms, pharmaceutical firms, medical suppliers, rehabilitation companies, home health agencies, third party billing companies, assisted living centers, imaging companies, health care REITs and other health care providers. Mr. Kurlander also advises on health care issues related to corporate transactions, including mergers & acquisitions, SEC matters, and licensing and distribution agreement issues. Lastly, Mr. Kurlander provides health care counsel in complex litigation matters, including Qui Tam suits, and regularly negotiates with the US Department of Justice, the DHHS Office of Inspector General and the Center for Medicare and Medicaid Services (CMS, f/k/a HCFA). Prior to entering private practice, Mr. Kurlander served as an attorney in the General Counsel's office of the US Department of Health and Human Services, Health Care Financing Division. In this position, Mr. Kurlander drafted Medicare and Medicaid regulations, and litigated complex Medicare and Medicaid cases in federal court. In addition, he was involved in matters before the Office of the Inspector General, the Food and Drug Administration and the Public Health Service. He regularly authors legal and regulatory articles and columns in several major health care publications, including Home Health Dealer/Supplier and Rehab Management. He serves on boards of various publications, and is active in national and international health care, legal, civic and community organizations.

Takashi Matsumoto, a partner in the firm's Tokyo office, has broad and extensive legal expertise through his work at two major Japanese companies. He started his legal career in 1966 in Tokyo, Japan at the legal department of Itochu Corporation. He handled first, domestic legal matters including secured transactions, bankruptcy and various corporate transactions, and then, international legal matters including cross border investment, aircraft leasing, technical licensing, plant export and construction and natural resources development. Mr. Matsumoto was transferred to New York in 1981 to become the manager of the legal department of Itochu International, Inc. where he concentrated on various corporate transactions, international trade issues and litigations. In May 1987, Mr. Matsumoto joined the New York branch of The Sumitomo Trust & Banking Co., Ltd. as the senior vice president and general counsel. He established and managed the bank's first in-house legal department in New York. He concentrated on bank regulations, various banking transactions, compliance programs and litigations. At his former law firm in New York, Mr. Matsumoto presided over the Japan Desk and acted as the liaison to the Japanese business community in the United States. As Mr. Matsumoto has lived and worked in New York for 14 years since 1981, he is quite familiar with the legal issues facing Japanese companies when they do business in the United States. Since joining the firm in 1995, he has represented both Japanese and foreign clients in various projects, including in particular, cross-border M&A transactions, joint ventures, technology licenses, simultaneous initial public offering for a Japanese corporation at MOTHERS and NASDAQ. He is also very experienced with dispute resolution issues typically faced by Japanese companies when doing business in the US. He is a member of the Inter-Pacific Bar Association and the Bar of the State of New York and is qualified as Gaikokuho-Jimu-Bengoshi (foreign lawyer) in Japan.

Terrence J. Connolly is a partner in the Litigation Department in Latham & Watkins' New York office. He has extensive experience in both litigating and advising clients with respect to complex intellectual property and antitrust matters.

Thomas A. Edwards is a partner in the San Diego office, and has practiced law with the firm since 1983. His practice focuses on general corporate and securities law, and he has a strong background in capital financings, acquisitions, divestitures and spin-offs of companies and partnerships. Mr. Edwards regularly represents companies and investment banking firms in public offerings, private placements, venture capital financings and corporate partnering arrangements. Mr. Edwards is a member of the American, California and San Diego Bar Associations. He serves as a trustee for the San Diego Space and Science Foundation. In addition, he acts as outside legal counsel for numerous Southern California companies.

Tracy Edmonson is a partner in the San Francisco office, was the Global Recruiting Chair from 2003-2005, Chair of the San Francisco Corporate Department from 2002-2006 and has been head of the Bay Area Corporate Finance Practice Group since 1998. Ms. Edmonson's practice focuses primarily on corporate finance, with particular focus on high-yield debt offerings, debt tender offers and consent solicitations, equity-linked securities and complex restructurings. She also advises public companies on a variety of general corporate issues, including securities law compliance, financings and corporate governance.

Vicki Marmorstein is a partner in the Los Angeles office of Latham & Watkins and previously served as Global Chair of the Finance Department. Her practice focuses on representation of financial institutions, funds, insurance companies, issuers, asset managers, investors and other parties in all kinds of finance and structured finance transactions and other business transactions and corporate matters. Ms. Marmorstein has developed significant expertise in the documentation and negotiation of various types of domestic and cross-border financings including numerous types of credit transactions and structured finance transactions such as single and multi-asset securitizations and Collateralized Debt Obligations, syndicated, single-bank, secured, unsecured, senior and subordinated credits, credit enhancement facilities and all kinds of leveraged finance and structured finance facilities, as well as general business transactions. Ms. Marmorstein is an adjunct professor at the UCLA School of Law, where she teaches a course on Complex Financing Transactions. Ms. Marmorstein also practiced commercial law and was based for several years in Asia. Ms. Marmorstein was recently named in Chambers & Partners 2006 Guide to America's Leading Lawyers for Banking and Finance, Euromoney's 2004 Legal Group Guide to the World's Leading Structured Finance and Securitization Lawyers, a supplemental publication to the International Financial Law Review. She was named in the February 2004 issue of Los Angeles Magazine as one of the top women lawyers in Los Angeles. Ms. Marmorstein was named in the 2003-2004 edition of Global Counsel 3000 as a Highly Recommended Banking and Finance lawyer in Los Angeles and was selected in Academic Keys Who's Who in Law Education. In 2007, Ms. Marmorstein was nominated by her peers and in-house counsel to be included in the Guide to the World's Leading Structured Finance and Securitization Lawyers.

Bill Voge is a partner in the New York office of Latham & Watkins. Mr. Voge has extensive experience in all aspects of project development and project financings, and he has acted for project sponsors, banks, underwriters and other parties on a wide variety of electricity and oil and gas projects in the United States and abroad. His activities have included structuring complex project financings involving multiple groups and types of lenders, including commercial banks, multilateral agencies, export credit agencies and debt offerings in the capital markets. Mr. Voge has written many published articles on topics including political risks, environmental concerns for projects, export credit agencies, financing private power projects in developing countries, disclosure issues in project financing in the capital markets, the use of common financing conditions for all lenders in international projects, Islamic capital as a source of funding international projects and using the capital markets to finance international projects. Mr. Voge is a frequent guest lecturer on energy project financing for the Center for Energy, Marine Transportation and Public Policy at Columbia University. He has also been a speaker in conjunction with several presentations on structuring the financing of private power and oil and gas projects in emerging markets and the issues that arise in connection with the concurrent funding of bank facilities and capital market offerings. Mr. Voge is listed in Chambers & Partners Global as one of the leading attorneys in the US in the project finance area.

Bill Cernius has practiced law with Latham & Watkins since 1985 and has been a resident attorney in each of the San Diego, Los Angeles, London and Orange County offices of the firm. Mr. Cernius has extensive mergers and acquisitions experience representing both sellers and buyers (both financial and strategic), including the $4.0 billion merger between Kimco Realty Corporation and Pan Pacific Retail Properties, Inc., the $2.9 billion merger between Health Care Property Investors, Inc. and American Health Properties, Inc., the $1.0 billion merger between British Telecommunications plc and Infonet Services Corporation, and the $680.0 million leveraged buy-out acquisition of Irvine Apartment Communities, Inc. by The Irvine Company. In addition, Mr. Cernius has participated in hostile acquisition situations including the defense of ARV Assisted Living, Inc. and the acquisition of JCC Holdings, Inc. He has handled numerous securities-related transactions of virtually all types and sizes, including the $1.2 billion initial public offering for Infonet Services Corporation, the $300.0 million initial public offering for Aames Investment Corporation, the $160.0 million Rule 144A common stock offering for NNN Realty Advisors, Inc., and the $53.0 million initial public offering by Sangamo BioSciences, Inc. and has represented both issuers and investment banks in these transactions. Mr. Cernius has considerable experience in advising private and public companies regarding the intricacies of the US federal and state securities laws and lectures often on related topics including, in particular, initial public offerings. Earlier in his career, Mr. Cernius spent two years as an investment banker with the firm of Morgan, Olmstead, Kennedy & Gardner, Incorporated where he focused on initial public offerings, venture capital financings and middle market mergers and acquisitions. While at Morgan, Olmstead, Mr. Cernius was in charge of the firm's venture capital fund. Mr. Cernius is a member of the Orange County and American Bar Associations.

William K. Rawson is a partner in the Washington, D.C. office of Latham & Watkins and chairs the firm's Environment, Land & Resources Department in that office. Mr. Rawson has represented companies and industry groups in petitions, agency rulemaking proceedings and litigations covering a wide variety of topics, including the Toxic Substances Control Act (TSCA), Emergency Planning and Community Right-to-Know Act (EPCRA), FIFRA, the OSH Act, the Clean Air Act, the Clean Water Act, RCRA, the Safe Drinking Water Act, Federal Hazardous Substances Act and California Proposition 65. Mr. Rawson has extensive experience dealing with complex issues pertaining to hazard, exposure and risk assessment and risk communication, and has counseled clients on these issues before various state as well as federal agencies and also in connection with high visibility coverage by national news media. Before joining the Environment, Land & Resources Department, Mr. Rawson spent several years in the firm's Litigation Department and handled a variety of matters in various state and federal jurisdictions. Mr. Rawson has lectured on TSCA, EPCRA, OSHA and other topics, and co-authored (with other Latham attorneys) a handbook on TSCA published by the Environmental Law Institute. Mr. Rawson also co-authored an article on chemicals in the body that was the cover story for the July 2004 issue of European Chemical News. Before joining the firm in 1982, he served as a law clerk to the Hon. Jerome J. Farris of the US Court of Appeals for the Ninth Circuit.

Allen C. Wang is an associate in the Los Angeles office of Latham & Watkins LLP. Mr. Wang practices corporate and securities law, with a focus on corporate finance and mergers and acquisitions. He has represented major companies and investment banks, including Mattel, Goldman Sachs, Credit Suisse First Boston, Bear Stearns, Lehman Brothers, Merrill Lynch, Banc of America Securities and Deutsche Bank Securities. Prior to joining Latham, Mr. Wang worked as an associate in the general practice group at Sullivan & Cromwell in New York and as an investment banking associate in the Financial Institutions Group at Morgan Stanley, where he specialized in corporate finance and M&A. Mr. Wang received his B.A. from Yale University, J.D. from Harvard Law School and M.B.A. from the University of Oxford, where he was a Fulbright Scholar. Mr. Wang is proficient in Chinese, Spanish and French.

Andreas Weitbrecht, a German Rechtsanwalt, is widely regarded as a pre-eminent member of the German and EC Competition bars. Managing Partner of the Brussels office and Co-chair of the firm's Global Antitrust and Competition Practice, Mr. Weitbrecht focuses his practice in EU and German competition law. He advises multinational companies on all issues of competition law, particularly with respect to merger control and cartel enforcement matters. In addition, he has participated in numerous competition matters before the European Commission and the German Federal Cartel office as well as before the European and German courts. His publication experience covers various subjects on European and German competition law, both in English and in German. Mr. Weitbrecht has co-authored (with Professor Jurgen Schwarze of Freiburg University) "Grundzuge des Europaischen Kartellverfahrensrechts," published in 2004, and, with Dr. Jorg Karenfort, a case book on European competition law. He also regularly reports on developments under the EU Merger Control Regulation as well as under Articles 81 and 82 of the Rome Treaty. Mr. Weitbrecht teaches competition law at the Treves University and the Danube University in Krems. He is fluent in both German and English.

Courtney E. Vaudreuil is an attorney in the Los Angeles office of Latham & Watkins. She practices in the firm's Litigation and Environment, Land & Resources Departments. She received her JD from Georgetown University, 2002, and her BA from Claremont McKenna College, 1998, magna cum laude. Ms. Vaudreuil has experience in a wide variety of litigation matters, including significant matters involving areas of antitrust, product liability and toxic tort. Ms. Vaudreuil has also participated in Latham & Watkins' pro bono program. Through this program, Ms. Vaudreuil has worked with the American Bar Association to observe facilities holding federal foreign detainees and the Children's Alliance Network to assist with child adoptions. Ms. Vaudreuil also successfully defended a non-profit client seeking to establish a space for environmentally focused youth education programs that will provide at-risk communities coastal access and environmental education.

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Eugene Lee is an of counsel in the Hong Kong office of Latham & Watkins and a member of the Corporate Department. Mr. Lee has more than eight years' experience in corporate and securities matters, including NYSE and Nasdaq IPOs, and private placements of equity, debt and equity-linked securities by companies in Greater China and Southeast Asia. In addition, he has advised on several major M&A transactions in the Asian region.

Frederique Berthier is an associate in the Paris office of Latham & Watkins. She specializes in mergers and acquisitions, with a particular emphasis on leveraged acquisitions (LBO/MBO) and private equity transactions. After graduating from HEC Graduate School of Management in 1997, Ms. Berthier then completed her Business Law degree at the University of Paris II in 1998. Prior to joining Latham & Watkins, she began her career as a corporate associate with Ashurst's Paris office in 1999.

Mr. Saylin joined Fabian & Clendenin after working for Latham & Watkins in Orange County, California. He is a shareholder, member of the Firm's Litigation Practice Group, chair of the Firm's Products Liability Practice Group, and chair of the Firm's Practice Development Committee. Mr. Saylin has broad experience in business dispute resolution, and complex and class action litigation. He has represented clients in the areas of commercial torts, contract disputes, intellectual property, products liability, trade secrets, consumer fraud and employment litigation, among others. He also has experience working with technology and internet companies, including anti-spam litigation in both Utah and California. Mr. Saylin has handled matters in both federal and state courts, as well as arbitration before the American Arbitration Association and JAMS. He is admitted to the California and Utah State Bars; the U.S. District Court, Southern and Central Districts of California, and the District of Utah; and the Ninth Circuit Court of Appeals. He received his Bachelor of Arts (in Spanish and Political Science) from Sarah Lawrence College in Bronxville, New York, and his Juris Doctorate from Vanderbilt University School of Law in Nashville, Tennessee, where he was Order of the Coif and Editor-in-Chief of the Vanderbilt Journal of Transnational Law.

Joshua Lipton is a corporate associate in the Moscow office of Latham & Watkins. Prior to moving to the Moscow office, Mr. Lipton was resident in the firm's New York office. In New York, Mr. Lipton's practice focused on corporate, M&A and high yield transactions. Since joining Latham's Moscow office, Mr. Lipton has focused on capital market transactions. He has also assisted Russian issuers with their SEC reporting requirements.

Luke Reese is a senior operating executive with 14 years of experience successfully managing high-end consumer goods businesses. In every position he has held, Mr. Reese has delivered dramatic profitability improvements accompanied by market share gains. He achieves this by maintaining low fixed costs, continually improving profit margins and insisting on high-energy sales efforts. Before founding Winona Capital Management, Mr. Reese was the General Manager of the Wilson Sporting Goods Global Golf business. During his tenure at Wilson Golf, the division experienced a $20 million turnaround on $200 million in sales. Previously, he served as Group Head, Managing Director of Amer Sports Europe (the parent company of Wilson and Atomic). Early in his career, he practiced corporate and finance law as an attorney with Latham & Watkins. Mr. Reese is a graduate of the University of Michigan Law School and DePauw University, a US Army veteran, a published author, and a fluent speaker of German and French.

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Sandhya is an attorney specializing in employee benefits at Latham & Watkins. She attended Northwestern University for both her undergraduate degree and her law degree. She lives in the Chicago area with her children. Her son, Reese, has been a student of Soma's since 2005.

David H. Vena, a member of Latham & Watkins since 1964, retired from Partnership on December 31, 2004. Mr. Vena has a practice centered around real estate development and urban planning. In the recent past, he has handled the development of both Library Square, a commercial center in downtown Los Angeles, and Playa Vista, a 1,087 acre mixed-use master planned community near Marina del Rey in Los Angeles. He also represented the University of California in new campus planning and campus long range development planning. Mr. Vena belongs to the California State Bar Association, the Los Angeles County Bar Foundation and the Real Estate Section of the Los Angeles County Bar Association. Active in the arts, he has served as president of the Curator's Council of the Museum of Contemporary Art, as a member of the Board of Governors of Otis Art Institute and a member of the Board of Directors of the Friends of Photography. Mr. Vena is also a past-President of the Board of Advisors to the UCLA Medical Center.