K&L Gates Antitrust, Competition and Trade Law Practice

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1 K&L Gates Antitrust, Competition and Trade Law Practice The K&L Gates Antitrust, Competition and Trade Law Practice Group is positioned in strategic markets around the globe to help you minimize your antitrust risks, defend or pursue litigation, get your deals through the authorities, and whenever possible, turn the antitrust and competition laws to your advantage. Tier One Team Recognized as one of the strongest Antitrust and Competition Law groups in the world, the practice received a Tier One ranking in the 2010 inaugural edition of the U.S. News & World Report/Best Lawyers rankings of Best Law Firms. The firm is also listed in The Legal 500 U.S. directory among top antitrust firms for its work in the area of mergers, acquisitions and buyouts. In the UK, The Legal 500 directory recommends the K&L Gates team for European Union ( EU ) Competition law services. Members of our group have played leading roles in some of the most complex matters in this area and have been recognized in Chambers UK, Global Competition Review, and the International Who s Who of Business Lawyers. Our partners have held senior positions and have led enforcement efforts at key antitrust and competition law authorities and judicial bodies, including the U.S. Department of Justice ( DOJ ), the U.S. Federal Trade Commission ( FTC ), and the Court of Justice of the EU. We have been recognized for our trial skill and ability, have shaped antitrust law through appellate advocacy and the preparation of policy comments on behalf of the American Bar Association to the U.S. Sentencing Commission, and have had leading roles in several landmark U.S. Supreme Court antitrust decisions. Global Practice Our practice is global and we have a significant presence in the US, the EU, and China. We represent clients before competition authorities around the world, such as the Antitrust Division of the DOJ and the FTC; other US regulatory agencies with jurisdiction over mergers and competition, such as the Federal Energy Regulatory Commission ( FERC ) and the Department of Transportation; state attorneys general; the International Trade Commission; the European Commission; the EU Member State competition authorities; and the Chinese Ministry of Commerce. We defend clients in some of the largest global cartel investigations, parallel civil cases and class actions, and we obtain regulatory clearance of multibillion dollar transactions for Fortune 500 companies. Our lawyers have handled complex antitrust and competition law matters on every continent except Antarctica. Our global reach is especially valuable to clients given the increasing cooperation between antitrust authorities throughout the world. Sixty antitrust/ competition practitioners, supported by a global firm of nearly 2000 lawyers, provide coverage everywhere our clients face competition issues. Representative Clients Allegheny Technologies Incorporated Ask Jeeves Deere & Company Eaton Corporation EPCOR Utilities Inc. Flow International Corporation Fluke Corporation Formula One Administration Ltd Halliburton Hanesbrands Inc. INTTRA Lockheed Martin Corporation OfficeMax Incorporated Oki Data Americas, Inc. Orica Limited PPG Industries, Inc. PPL Corporation Propex Operating Company, LLC Service Corporation International United Kingdom Cable Protection Committee Waste Management, Inc. Wilbur-Ellis Company

2 Areas of Practice Criminal and Civil, Cartel Litigation Our clients rely on us for help with criminal and cartel investigations spanning multiple countries and continents. When an investigation involves several jurisdictions, the strength of our U.S., EU, and Asian presence differentiates us from other law fi rms. We coordinate the defense across time zones and jurisdictions as part of one unifi ed and experienced team. When one member of an industry is raided by the DOJ, the European Commission, or another antitrust authority, every member of that industry should conduct a thorough internal review to assess its own potential exposure. Our team helps clients to recognize their needs and assists them in acting promptly in their best interests. If a client faces a criminal investigation, we have a strong and experienced team, including several former government enforcers, to defend our client s vital interests. In many instances, we have persuaded government enforcers to drop an investigation. When necessary, we have represented our clients aggressively and successfully at trial and on appeal. Civil antitrust litigation (including class actions) can take years to resolve, distract business operations, and cost millions of dollars. We help clients navigate antitrust litigation to seek the earliest and most advantageous exit. Our lawyers have not only the experience to litigate class actions, but the judgment to know whether to take a leading role in the defense or to minimize cost by taking a supporting role; whether to aggressively pursue an exit strategy, such as an early motion to dismiss, or to wait and conserve credibility; and how best to distinguish our client from other defendants to minimize exposure. We have successfully served clients in some of the largest cartel cases of all time. Among many other matters, we Defended a major fl at panel manufacturer in the TFT-LCD fl at panel international cartel investigation, coordinating across multiple jurisdictions in North America, Europe and Asia. Defended a major Japanese electronics company in U.S. and Canadian investigations and prosecutions alleging the price-fi xing of carbon graphite. Defended a U.S. manufacturer of carbon fi ber in a grand jury investigation and follow-on class action alleging price-fi xing. Defended class actions in U.S. federal and state courts relating to alleged illegal price-fi xing in the setting of fuel surcharges for international cargo fl ights. Represented an amnesty recipient in the only successful U.S. extradition of a non-u.s. executive stemming from a price-fi xing cartel in the carbon/graphite industry. Represented Nike on its precedent-setting litigation with the global tennis federations involving the application of sports rules covering the use of trademarks on sporting attire. Represented Deere & Company in defense of 60 class actions relating to horsepower ratings on lawnmowers in the Eastern District of Wisconsin. Represented the California Dental Association in an antitrust challenge by the FTC to the association s ethical rules on advertising under Section 1 of the Sherman Act. Represented individuals and senior executives in aviation, freight forwarding, electronics, food, construction, air cargo, graphite electrodes, seafood products, paper products, and other industries. We have secured recovery for clients injured by illegal cartels by: Securing record monetary settlement in a conspiracy case on behalf of victims of conspiracy to fi x the price of high fructose corn syrup. Obtaining for Independence Tube Corp. a multimillion-dollar damages award and a landmark Supreme Court decision on intra-enterprise conspiracy under Section 1 of the Sherman Act.

3 M o nopolization/unilateral Conduct As our clients become bigger and more successful, so does the antitrust risk associated with their conduct. We defend clients in all manner of investigations and lawsuits alleging the misuse of market power. We confront litigation on a range of business practices including strategic alliances, distribution practices, product innovation, and changes in existing distribution or pricing strategies. At other times, we help our clients use the antitrust laws to solve problems caused by their competitors or to gain access to new markets. At all times, we provide practical advice. Our satisfi ed clients include Eaton Corporation, a multibillion-dollar global technology manufacturer and distributor, in an antitrust and patent complaint. A leading vendor to the nuclear power industry in a claim that it attempted to monopolize an alleged market for auxiliary nuclear plant equipment. A leading northeastern ski resort in a federal monopolization and tying complaint brought by homeowners at the resort. A leading waste services company in various state attorney general monopoly investigations. A leading soft drink manufacturer in a monopolization lawsuit brought by its chief competitor. Boise Cascade Corp. in an FTC challenge to purchasing practices under the Robinson-Patman Act. Our litigation clients represent a broad range of industries including airlines, automobiles, banking and fi nancial services, branded consumer products, chemicals, computer software and hardware, health care, ocean shipping and transportation, oil and gas, pharmaceuticals, sporting goods, telecommunications and media, trucking, and waste services. Mergers, Acquisitions, and Joint Ventures We help clients structure transactions by isolating or minimizing competition concerns. This involves analyzing substantive competition issues, preparing merger control notifi cations, and representing merging parties before the competition authorities. For multi-jurisdictional mergers, we evaluate notifi cation and approval obligations and manage the process across multiple jurisdictions. Our lawyers have represented clients in a number of high-profi le and precedent-setting transactions. Among other matters, we Obtained DOJ clearance of Delta s merger with Northwest Airlines and Air France s merger with KLM. Represented Waste Management in obtaining DOJ and state attorney general clearance for numerous strategic acquisitions and sales. Our global reach is especially valuable to clients given the increasing cooperation between antitrust authorities throughout the world.

4 Represented Orica Ltd. in the acquisition of Dyno Nobel s explosives business a matter that involved a reference to the European Commission under Article 22, the successful application to close part of the transaction during Commission review, and Phase I remedies. Represented Flow International in obtaining FTC clearance of the merger of the world s two largest manufacturers of waterjet cutting systems. Represented Lockheed Martin in its acquisition of INSYS Ltd, the fi rst Special Intervention by the Secretary of State on national security grounds. Represented Service Corporation International, the largest funeral services company in the United States, in the acquisition of Keystone, the third largest. Represented Bosch in an FTC investigation of a joint venture with another global supplier of automotive technology, systems, and components. Represented Offi cemax in obtaining FTC and Mexican competition clearance for its purchase of a leading company in the offi ce products industry. Obtained clearance in various jurisdictions around the world for a leading soft drink manufacturer s acquisition of a competitor. Represented PPL Corporation in obtaining HSR clearance and approval from FERC and the Federal Communications Commission for its $7.65 billion acquisition of E.ON US and its utility subsidiaries, Louisville Gas & Electric and Kentucky Utilities. We provide many of these same services to clients that are opposed to or concerned about mergers of competitors or suppliers. We assist clients in presenting their concerns to the relevant enforcement agencies, proposing appropriate divestitures or other relief, and acquiring assets to be divested. For example, we Represented PPL Corporation in its successful challenge to the proposed merger of Exelon Corporation and Public Service Enterprise Corporation, Inc. Our lawyers participated in proceedings before FERC, the Pennsylvania Public Utilities Commission and the New Jersey Board of Public Utilities and presented PPL Corporation s views to the DOJ. Represented Lockheed Martin in opposing the merger between Boeing and McDonnell Douglas; and obtaining long-term pricing remedies for Lockheed Martin in the merger of the Alenia and Alcatel satellite businesses. Represented Delta Air Lines in successfully opposing the acquisition in bankruptcy of Delta by US Airways, before the Antitrust Division, the Department of Transportation, and Congress. Represented a major rail products manufacturer in acquiring assets required to be divested as a condition of the DOJ s approval of the merger of two competitors. We help our clients use the antitrust laws to solve problems caused by their competitors or to gain access to new markets.

5 Europe a n State Aid U.S. corporations may fi nd their competitive activities in Europe threatened or restricted by protectionist measures ( State Aid ) implemented by national governments of the EU Member States. Our lawyers have extensive experience in the EU State Aid arena, representing both complaining parties and parties accused of benefi ting from some form of State Aid. Our clients also face State Aid implications in transactions for the sale of public assets and real estate and we guide them through the necessary process. We provide advice on State Aid procedures under the Treaty of Rome and relevant subordinate European legislation, as well as the risks involved in the receipt of State Aid. Counseling Our lawyers counsel clients to minimize or avoid antitrust risk both in the planning of cooperation and in its execution. Our experience includes antitrust audits, compliance programs and internal investigations. We counsel clients on agreements regarding distribution, agency, purchase and supply, licensing/technology transfer and joint venture, specialization, and research and development. We also advise on pricing and price discrimination issues and obtaining market access. And we do so on behalf of some of the largest companies in the world. Competition Advocacy Our lawyers have extensive experience representing clients before legislative bodies and regulatory authorities that are considering legislation or regulations that regulate or affect competition. We have helped shape competition regulations promulgated by such agencies as the Federal Energy Regulatory Commission, the Federal Communications Commission, Department of Transportation, Federal Maritime Commission, the Postal Regulatory Commission, and the UK Environment Agency. We have participated in drafting state legislation and regulations that have an impact on competition in the industries in which our clients participate. We have also advised and represented clients in appellate and judicial proceedings in which challenges to federal and state regulatory actions affecting competition are considered. Consumer Protection & False Advertising The consumer protection missions of the FTC and state regulatory authorities increasingly affect our clients business operations. Private litigation under the Lanham Act can expose businesses to millions of dollars in damages for false advertising or unfair trade practices. We provide counseling and represent clients in consumer protection matters ranging from Made in USA and comparative-advertising claims to mortgage- servicing investigations. We also defend clients against deceptive practices and unfair-competition claims brought by state attorneys general under state laws, or by private entities under the Lanham Act. International Trade Regulation Our long-standing international trade regulation and trade policy experience, coupled with our global reach, enables us to assist clients in the United States and abroad with nearly any type of international trade matter. K&L Gates trade lawyers are experienced in every area of international trade law and regulation, including export controls and sanctions, customs, trade remedies and unfair trade practices proceedings, trade agreements, foreign direct investment in the United States, and unlawful payments. The fi rm s international trade lawyers represent manufacturers, exporters, importers, governments, individuals, associations, and other organizations from virtually every geographic region. Our lawyers in the United States, Europe, and Asia provide assistance in connection with business planning and transactions, regulatory proceedings, national and multinational trade proceedings and disputes, and government investigations and enforcement proceedings.

6 For more information, please contact: Washington, D.C. Kenneth L. Glazer Anchorage Austin Beijing Berlin Boston Charlotte Chicago Dallas Dubai Fort Worth Frankfurt Harrisburg Hong Kong London Los Angeles Miami Moscow Newark New York Orange County Palo Alto Paris Pittsburgh Portland Raleigh Research Triangle Park San Diego San Francisco Seattle Shanghai Singapore Spokane/Coeur d Alene Taipei Tokyo Warsaw Washington, D.C. K&L Gates includes lawyers practicing out of 36 offices located in North America, Europe, Asia and the Middle East, and represents numerous GLOBAL 500, FORTUNE 100, and FTSE 100 corporations, in addition to growth and middle market companies, entrepreneurs, capital market participants and public sector entities. For more information, visit K&L Gates comprises multiple affiliated entities: a limited liability partnership with the full name K&L Gates LLP qualified in Delaware and maintaining offices throughout the United States, in Berlin and Frankfurt, Germany, in Beijing (K&L Gates LLP Beijing Representative Office), in Dubai, U.A.E., in Shanghai (K&L Gates LLP Shanghai Representative Office), in Tokyo, and in Singapore; a limited liability partnership (also named K&L Gates LLP) incorporated in England and maintaining offices in London and Paris; a Taiwan general partnership (K&L Gates) maintaining an office in Taipei; a Hong Kong general partnership (K&L Gates, Solicitors) maintaining an office in Hong Kong; a Polish limited partnership (K&L Gates Jamka sp.k.) maintaining an office in Warsaw; and a Delaware limited liability company (K&L Gates Holdings, LLC) maintaining an office in Moscow. K&L Gates maintains appropriate registrations in the jurisdictions in which its offices are located. A list of the partners or members in each entity is available for inspection at any K&L Gates office. This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer K&L Gates LLP. All Rights Reserved _4900