With more than 1,200 lawyers in 21 offices around the world, Weil operates according to the one firm principle, allowing it to bring the right mix of

Transcription

1 Global Overview

2 With more than 1,200 lawyers in 21 offices around the world, Weil operates according to the one firm principle, allowing it to bring the right mix of firmwide skill and local-market presence to each matter in order to deliver the coordinated legal advice necessary to achieving sophisticated goals and objectives. Ranked among top 10 US law firms The American Lawyer 2012 A-List Recognized in the Transatlantic Elite Report for fifth consecutive year The Lawyer Named among the Global 20 a listing of the world s preeminent global law firms Law360 Global 2012 Ranked #6 on list of Top 25 Most Innovative Firms Financial Times US Innovative Lawyers Report 2012

3 Experience Worldwide Business Finance & Restructuring Corporate n Banking & Finance n Capital Markets n Financial Institutions Regulatory n Mergers & Acquisitions n Private Equity n Private Funds n Real Estate n SEC Disclosure/Corporate Governance n Structured Finance & Derivatives n Technology & IP Transactions Litigation n Antitrust/Competition n Complex Commercial Litigation n Employment n Intellectual Property/Media n International Arbitration & Trade n Patent Litigation n Product Liability & Mass Torts n Securities Litigation n White Collar Defense & Investigations Tax, Benefits & Executive Compensation n Tax n Executive Compensation and Employee Benefits 1

4 Our Commitment to Client Service In today s crowded marketplace, blue-chip corporations and financial institutions have no shortage of firms to choose from for outside legal representation. To stand out, lawyers must do more than spot legal trends and devise cookie-cutter legal solutions they must deliver excellent client service while making hard calls using sound judgment. That is the promise Weil makes to each client. Our attention to client service rests upon a few core values: Full understanding of our clients businesses and culture Thorough focus on our clients objectives, both short-term and long-term Unwavering commitment to helping clients solve problems in the most efficient, cost-effective way 2

5 An Introduction to Our Practices Business Finance & Restructuring Department Weil s premier Business Finance & Restructuring Department sets the gold standard for bankruptcy and restructuring practices and is routinely and widely recognized for its involvement in high-profile assignments, including debtor representations, creditor representations, representations of purchasers and sellers of distressed assets, and bankruptcy litigation. We have been involved in nearly every major US and international debt restructuring over the past decade, with representations ranging from top global corporations in mega-restructurings to middle-market debtors. Clients include creditors, debtors, official and unofficial committees, acquirers, DIP lenders, and other parties-in-interest, both in and out of court. Debtor Representations Weil has served as chief debtors counsel in five of the six largest US bankruptcy filings in history. Represented Lehman Brothers, General Motors, and Washington Mutual in the aftermath of the 2008 financial crisis Proven ability to rapidly coordinate legal skills across practice groups and geographies to address insolvency-related crises Creditor Representations Weil has represented creditors, agent banks, private equity and hedge funds, bondholders, first and second lien holders, and secured and unsecured lenders in claims against debtors. Maximize creditor value by developing innovative strategies to meet client goals Representations include restructuring work for institutional lenders, funds and second lien lenders and other secured and unsecured creditors, creditor and equity committees, trustees, lessors of real and personal property, acquirers of distressed assets and businesses, state and federal court receivers, and equity holders Out-of-Court Restructurings Weil s Restructuring Department brings its mastery of chapter 11 bankruptcies to shaping out-of-court and novel restructuring trends and issues affecting financial institutions, including counterparty disputes, derivatives contracts and transactions, executive compensation, and government interventions. Demonstrated leader in developing and successfully implementing the use of prepackaged and pre-negotiated restructurings Experienced in developing new methods of limiting a company s duration in bankruptcy Cross-Border Insolvencies Companies with global operations that undergo restructuring also turn to Weil s Restructuring Department for cross-border restructuring advice and critical strategies to protect their overseas assets. Experienced in cross-border restructurings involving multiple laws and jurisdictions Advise governmental authorities in developing legislation to address corporate restructuring and global financial stability, as well as in dealing with sovereign debt crises London Office Named Leading Firm for Restructuring/Insolvency Chambers UK 2012 Recognized as Restructuring Practice Group of the Year four consecutive years Law Named among the Most Innovative Firms for Restructuring Financial Times US Innovative Lawyers Report 2012 Winner of 2013 Restructuring Deal of the Year International Financial Law Review Americas 3

6 #1 in Global Private Equity with 16% market share Bloomberg 2012 Among Top 5 in Announced M&A Deals US, Europe, and Asia Bloomberg 2012 Named Private Equity International Firm of the Year Chambers China 2012 Asian Private Equity Team of the Year 2011 and 2012 International Financial Law Review Corporate Department Weil s Corporate Department regularly advises on the largest and most complex transactions in the world, and its many practice areas offer recognized depth and quality across borders and legal service areas. We receive consistently high rankings in league tables and law firm surveys that measure transactional legal advice. Mergers & Acquisitions Weil has one of the leading mergers and acquisitions practices in the world and is consistently ranked among the top firms. Leader in structuring, negotiating, and completing highly visible and complex M&A transactions on behalf of an international roster of clients Comprehensive knowledge covering public and private deals, friendly and hostile takeovers, joint ventures, strategic alliances, spinoffs, proxy contests, tender offers, distressed M&As, and public-to-private transactions Private Funds Weil is a recognized leader in private investment, fund formation, and related execution transactions, with experienced teams in the US, Europe, and Asia representing first-tier sponsors. Represent prominent private investment fund sponsors in the formation of a broad range of fund types and sizes, including buyout funds, real estate funds, infrastructure funds, distressed debt funds, special situation funds, mezzanine funds, hedge funds, secondary funds, and fund of funds Private Equity We are involved in some of the largest and most sophisticated transactions in the industry, as well as many mid-market transactions, with leading private equity lawyers in the US, Europe, and Asia. Integrated international experience covering the entire range of legal areas relevant to the completion of complex private equity transactions, as well as support from strong financing, tax, and capital markets practices Unparalleled knowledge of latest market trends and developments in private equity transactions Technology & Intellectual Property Transactions Weil is a leader in highly sophisticated technology transfers, licensing, outsourcing, and related transactions. Counsel clients on all technology and intellectual property-related transactions, including IP acquisitions, joint ventures, cross-border licensing and technology transfers, strategic counseling, and enforcement of rights Provide outstanding client service in all aspects of the fund formation process, including in connection with complicated economic sharing and governance arrangements among fund sponsors, as well as with fund spin-outs by financial institutions 4

7 Shortlisted for Debt and Equity-linked Team of the Year and Deal of the Year International Financial Law Review Americas 2013 Named Law Firm of the Year for Corporate Governance Law U.S. News Best Lawyers Best Law Firms Survey 2013 Ranked among Top 10 Corporate Law Firms in America Corporate Board Magazine 2012 Banking & Finance Our broad-based international banking practice is built on a solid understanding of our clients businesses. Exceptional capabilities and experience representing borrowers and lenders, including cross-border finance, acquisition finance, aircraft and equipment finance, and exit financings, and among the leaders in handling syndicated leveraged loans Capital Markets Weil s Capital Markets practice is recognized as a leader for its representation of both issuers and underwriters in a wide range of securities transactions. Substantial experience in all types of public and private equity and debt transactions, including IPOs, high yield, investment grade, shelf registrations, private placements, Rule 144A offerings, and Regulation S international offerings Financial Institutions Regulatory Weil counsels a number of regulated financial institutions, including domestic and foreign banks, thrift institutions, and holding companies. Expertise with the latest federal financial reform legislation and rule making, including living wills, the Volcker Rule, and contingent capital instruments Focus on five main areas of expertise: US regulatory compliance, financial institutions M&A, corporate governance, enforcement actions and litigation, and insolvency and financial distress Structured Finance & Derivatives Weil possesses unparalleled experience in advising clients over the entire life cycle of structured products, including development, origination, syndication, trading, and restructuring/ remediation/commutation. Extensive experience handling structures funded in both term and commercial paper markets, including publicly registered and privately placed asset-backed securitizations, mortgagebacked securitizations, and multi-seller and single-seller commercial paper conduits Strong capabilities in handling derivative transactions of all types, including futures contracts, equity and credit derivatives, equity and credit linked notes, currency and interest rate swaps, as well as energy and commodities derivatives Real Estate We represent many of the major real estate companies and capital sources in all aspects of real estate investment, financing, and development. Global experience in acquisitions and dispositions of major properties of every asset class on both a portfolio and individual property basis, including all types of secured, convertible, and participating loans, and in sale-leasebacks, public and municipal bond financings, securitizations, and project financings SEC Disclosure/ Corporate Governance Weil is widely recognized as the preeminent counsel to boards of directors and institutional investors, and has advised many of the world s largest organizations on governance structures, charters, and processes. Leading counsel on director fiduciary duties, crisis management, internal investigations, federal and state governmental investigations, and other extraordinary events 5

8 Litigation Department Weil s Litigation Department is consistently recognized for excellence in all major substantive areas of litigation and dispute resolution. We have an extraordinary track record of winning complex cases for major clients at every phase of the litigation process, including jury and bench trials, pre- and post-trial motions, arbitrations, and on appeal, and a proven ability to obtain creative settlements often through aggressive litigation that achieve our clients business objectives. Litigation Department of the Year Honorable Mention The American Lawyer 2012 Recognized as Leading Dispute Resolution Practices in several of our international offices Chambers Global and Chambers Europe Ranked Among Top 30 Firms for Arbitration Global Arbitration Review 2013 Complex Commercial Litigation Weil is recognized as a firm that tries and wins cases across the full spectrum of business and commercial litigation. More than 170 commercial litigators with collectively one of the deepest resumes for successful high-stakes litigation outcomes on behalf of the world s most sophisticated clients, in actions involving breach of contract, fraud, tortious interference, unfair competition and other business tort claims, class actions, and litigations arising under RICO, the False Claims Act, and numerous other statutes Focused on minimizing litigation and business risk while preparing trial-ready strategies that provide clients with superior negotiation positions at all times Intellectual Property/Media Weil has established a market-defining presence in several novel areas of media and technology, including digital media, social media, music licensing, and e-commerce. Experienced in cutting-edge, precedent-setting copyright litigations, trademark and unfair competition issues, and matters involving false advertising, media First Amendment/libel and defamation issues, television/motion picture and other content distribution, and privacy/ data protection Premier music licensing practice, representing established and new media clients in industrywide negotiations and copyright royalty litigation proceedings, counseling, and interfacing with regulatory authorities Securities Litigation Our firm has nationally recognized expertise in securities class action litigation, shareholder derivative suits, M&A litigation, financial products litigation, SEC and other regulatory proceedings, and internal investigations on behalf of audit and other board committees. Trusted by leading corporations and financial institutions, and their officers and directors, to litigate and try securities cases, fiduciary duty class actions and shareholder derivative actions, as well as cutting-edge Section 10(b) and Rule 10b-5 litigations, and actions in connection with the short-swing profit provisions of Section 16(b) Counsel clients on fiduciary duties of officers and directors of public and privately owned companies; internal investigations involving audit and other board committees; compliance with SEC and other governmental regulations regarding Sarbanes-Oxley and disclosure responsibilities and fiduciary duties; and SEC investigations and enforcement proceedings Patent Litigation Weil is widely recognized for its success in highstakes patent cases and its ability to litigate multijurisdictional, multi-patent matters, often with related proceedings simultaneously pending in courts across the country and around the world. Leader in handling complex patent disputes for major companies, representing clients across a broad spectrum of industries, from computer technology to life sciences Extensive experience with high-profile matters in key jurisdictions for patent cases, including district courts, the ITC, and the Federal Circuit Antitrust/Competition With its integrated global regulatory, transactional, litigation, investigation, and counseling services, Weil has one of the largest, most diversified, and highly respected Antitrust/Competition practices of any international law firm. Advise on the antitrust/competition implications of mergers, acquisitions, and joint ventures including pre-transaction counseling and notification requirements that often represent the largest merger in the client s company history Investigations involving state, national, and international competition authorities, litigation, and settlements/undertakings At the forefront of US antitrust policy and procedure for many years, with attorneys who, prior to joining Weil, assisted in developing the government s approach to merger enforcement, influenced the body of HSR rulings, and designed the government s merger discovery process 6

9 Employment Weil s Employment group is among the best in the US, litigating and advising clients on the full range of employment issues. Focus on complex, multidisciplinary problems, such as class and mass actions, large-scale reductions in force, labor issues, restrictive covenant and trade-secret litigation involving key personnel, internal investigations, and complex issues arising from mergers, acquisitions, corporate restructurings, and bankruptcies Extensive experience counseling clients and litigating actions arising under a wide variety of federal statutes, including ERISA, the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, as well as state and local employment statutes International Arbitration Weil is recognized as a top practice in dispute resolution and international arbitration, with involvement in all major commercial and financial sectors, for major corporations and multinationals, governments, and international non-governmental organizations. Involved in helping to resolve more than 200 major international disputes, including arbitrations arising in dozens of different nations and relating to trade and bilateral investment treaties Experienced in appearing before the major arbitral and trade institutions of the world, including the ICC, ICSID, LCIA, ICDR, AAA, SCC, HKAC, and SIAC, as well as numerous ad hoc arbitrations under UNCITRAL and other rules More than 30 lawyers based in offices across three continents who are multilingual, multicultural, and multijurisdictional with cross-cultural and regional insight and expertise Facility for working fluently in multiple languages, such as Spanish, Portuguese, French, Hungarian, German, and Arabic Product Liability & Mass Torts Our firm has decades of experience and an extraordinary winning record in the defense of high-risk, seminal cases before juries and judges involving a unique mix of complex product liability and mass tort issues. Deep experience handling high-risk, groundbreaking nationwide class actions, MDL proceedings, joint state/federal litigations, large consumer fraud/defective product class actions, and international product recalls, as well as assisting clients with risk assessment, crisis management, and government investigations Partners and counsel frequently selected as first chair trial lawyers by clients because of our success in the courtroom and our vigorous advocacy Advise on product liability and mass tort issues on behalf of domestic and international companies all over the world, from the Middle East and Europe to Africa and Australia, arising in corporate acquisitions and divestitures, including successor/predecessor liability and corporate veil issues, and regulatory compliance White Collar Defense & Investigations Weil s deep criminal law and regulatory expertise, coupled with its core strengths in class action litigation and corporate governance, enables our lawyers to handle investigations quickly, efficiently, and thoroughly. Represent major financial institutions and corporations in investigations related to allegations of securities, healthcare, financial, or tax fraud, environmental crime, antitrust violations, and violations of money laundering laws Counsel clients in internal investigations and enforcement proceedings related to criminal and regulatory laws with international and extraterritorial dimensions, including the Foreign Corrupt Practices Act and the UK Bribery Act, as well as with respect to sensitive whistleblower issues Recognized among the Top US Firms in Lawyers to the Innovators Category Financial Times US Innovative Lawyers Report 2012 Recognized as a Leading Litigation Firm Nationwide and in New York, Florida, and Texas Chambers USA

10 Top-ranked Tax Practice Chambers USA Leading Global Tax Practice Chambers Global Ranked Tier 1 in Employee Benefits (ERISA) Law U.S. News Best Lawyers Best Law Firms Survey 2013 Shortlisted for M&A Tax Team of the Year International Tax Review 2012 Tax, Benefits & Executive Compensation Department Praised by Chambers as head and shoulders above the competition, Weil s Tax Department plays a key role in delivering value to the firm s clients by generating intelligent, tax-efficient solutions, whatever the nature of the transaction. According to Chambers USA, our team of tax lawyers excels in all aspects of transactional tax. Global orientation that allows our Tax practice to counsel clients on cross-border acquisitions, dispositions joint ventures, public offerings, and investments in private equity funds, as well as financings, securitizations, capital markets transactions, restructurings, and recapitalizations and to design creative structures across jurisdictions that are a significant driver of value Advising regularly on all aspects of executive compensation and employee benefits matters, with a primary focus on counseling US and multinational clients on issues that arise in M&A and private equity transactions Diversity Most Innovative Gender Diversity Initiative Chambers USA Women in Law Awards 2013 Weil has a solid reputation as both a pioneer and a leader in adopting a firmwide diversity policy and implementing programs and initiatives to promote diversity in our workplace. We are consistently rated as among the best law firms in this area. First major New York-based law firm to institute a firmwide diversity training program and a formal diversity policy Committed to creating a climate of inclusion that extends beyond its lawyers to all its staff members Pro Bono Weil s pro bono policy is based on its belief in the notion of justice for all and encourages lawyers at every level and in every practice group to devote considerable time to providing pro bono legal services. Practiced in developing innovative ways to deliver pro bono services, including partnerships with legal service providers and in-house counsel, to maximize their effectiveness Commitment to giving back to our communities through pro bono services extends beyond the US to our European and Asia offices 8

11 weil.com BEIJING BOSTON BUDAPEST DALLAS DUBAI FRANKFURT HONG KONG HOUSTON LONDON MIAMI MUNICH NEW YORK PARIS PRAGUE PRINCETON PROVIDENCE SHANGHAI SILICON VALLEY WARSAW WASHINGTON, DC WILMINGTON These materials may contain attorney advertising. Prior results do not guarantee a similar outcome. Copyright 2013 by Weil, Gotshal & Manges LLP Weil, Gotshal & Manges LLP

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