Los Angeles Office. Skadden.

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1 Skadden. Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates... Accounting Alternative Dispute Resolution Antitrust & European Union/International Competition Appellate Litigation and Legal Issues Asia Australia and New Zealand Banking Biological and Chemical Technology Diligence and Transactions Brazil Canada CFIUS China Class Action Litigation Communications Complex Mass Torts and Insurance Litigation Consumer Financial Services Enforcement and Litigation Corporate Compliance Programs Corporate Finance Corporate Governance Corporate Restructuring Crisis Management Derivative Financial Products, Commodities and Futures Energy Environmental Europe Executive Compensation and Benefits Exempt and Nonprofit Organizations False Claims Act Defense Financial Institutions Financial Institutions Regulation and Enforcement Foreign Corrupt Practices Act Defense Franchise Law Gaming Global Policy and Litigation Strategy Government Contract Disputes Government Enforcement and White Collar Crime Health Care and Life Sciences Hong Kong Law India Information Technology and E-Commerce Insurance Intellectual Property and Technology International Law and Policy International Litigation and Arbitration International Tax International Trade Investment Management Israel Italy Japan Labor and Employment Latin America Lease Financing Litigation Media and Entertainment Mergers and Acquisitions Outsourcing Patent and Technology Litigation and Counseling Pharmaceutical, Biotechnology and Medical Device Licensing Political Law Private Equity Pro Bono Public Policy Real Estate & REITs Russia and C.I.S. Securities Enforcement and Compliance Securities Litigation Sports Structured Finance Tax Trademark, Copyright, and Advertising Litigation and Counseling Trusts and Estates UCC and Secured Transactions Utilities Mergers and Acquisitions... With a 30-year history in Southern California, the Los Angeles office of Skadden, Arps represents U.S.-based and multi-national clients, including a wide variety of California-based Fortune 500, middle-market and privately held companies in industries as diverse as the region. Skadden s Los Angeles office leverages the firm s global network to provide outstanding legal counsel. Our attorneys advise on a range of corporate matters, including mergers and acquisitions, corporate finance, private equity and restructurings. Our litigation practice comprises a high-profile trial group and advises on securities class and derivative actions, white collar and government enforcement litigation. Additional areas of practice include banking, executive compensation and benefits, labor and employment law, real estate and tax. Through our collaboration with Skadden s Palo Alto office, clients benefit from additional counsel in the areas of intellectual property transactions and IP litigation. Corporate Our corporate attorneys are sought after for many of the highest-profile deals in the marketplace. While these generally are the most visible, many of the corporate transactions handled by Los Angeles corporate attorneys are in the middle market. Whether a client is a public or private business, private equity firm, investment bank, entrepreneur or family business, each relies on our Los Angeles-based team to provide thoughtful, practical guidance in a rapidly changing legal, regulatory and business environment. We advise on a wide range of transactions, including mergers and acquisitions, corporate finance transactions, private equity investments, fund formation, and corporate restructurings and strategic reorganizations, as well as on securities law compliance, directors duties and corporate governance issues. We also have experience with virtually all industries. Drawing on Skadden s global network of offices, we are well positioned in the Southern California market to navigate the intricacies of cross-jurisdictional/cross-border transactions. Mergers and Acquisitions Utilizing our vast knowledge and experience, we advise buyers, sellers, boards of directors, special committees, shareholders and financial advisors in negotiated transactions, auctions and unsolicited ( hostile ) transactions and contests for corporate control, including tender offers and proxy fights. In 2012, Skadden advised on six of the top 10 announced California M&A deals by value, according to a Daily Journal report. The 2012 edition of Chambers USA ranked Skadden s Corporate/M&A practice in the first tier for Southern California. Corporate Finance Skadden s Los Angeles attorneys advise investment banks, issuers, selling security holders and purchasers on a full range of public and private debt and equity financings, including issuances and refinancings of high-yield and investment grade debt, IPOs, and other equity offerings across a broad range of business sectors. We have

2 extensive experience with REITs, special purpose acquisition corporation (SPAC) transactions and blind pool bank offerings. Skadden has represented underwriters and issuers in some of the most notable high-yield debt offerings in recent history, including silent second priority financings, and we frequently handle transactions involving a wide range of investment grade debt products. Many of our corporate finance transactions are effected in close coordination with our Banking Group. The 2012 edition of Chambers USA names Skadden as having one of the leading capital markets practices in California. Private Equity Skadden is a law firm leader in all aspects of private equity, including M&A transactions for sponsors, complex leveraged acquisition financing transactions and fund formation. Our Los Angeles group represents numerous private equity firms in connection with all aspects of their business, including executing acquisition, financing and exit transactions; providing transactional and general corporate advice to portfolio companies; and structuring and organizing fund sponsors and their investment funds. In addition to advising private equity sponsors and their portfolio companies, our perspective on leveraged financing structures is enhanced by our extensive experience in representing most of the leading banks and underwriters providing or arranging bank and highyield financing in private equity transactions. Our practice advises on multibillion dollar transactions for some of the largest funds and a vast array of middle-market deals. Corporate Restructuring Our Los Angeles attorneys represent debtors, creditors, committees, acquirers, investors and other participants in Chapter 11 reorganization cases, including prepackaged and prenegotiated cases, out-of-court workouts, and cross-border restructurings. Our attorneys are well-positioned to understand our clients most complex business challenges and create innovative solutions across a variety of industry sectors including public and private banking, technology, entertainment, gaming, real estate, restaurant, retail and agriculture companies. Our regional presence coupled with the strength of the firm s global resources enables us to successfully represent clients throughout California, across the United States in key restructuring centers such as Delaware and New York as well as around the world. The complex Metro-Goldwyn-Mayer Inc. (MGM) restructuring and prepackaged bankruptcy deal led by Skadden resulted in its being named 2011 Media, Entertainment or Telecom Deal of the Year by The M&A Advisor. General Corporate and Securities Law Los Angeles corporate attorneys advise clients in connection with a variety of general corporate matters, including corporate governance and compliance with federal securities laws. Our attorneys also counsel clients on related matters such as board Page 2

3 of directors and committee composition, practices and procedures; board committee charters, governance guidelines, codes of conduct and other corporate programs and policies; directors duties and responsibilities; CEO/CFO certifications; and compliance with applicable state and federal laws and the regulatory requirements of the SEC, FINRA and the national securities exchanges. Litigation Skadden s Los Angeles litigation department represents clients in high-stakes, highprofile international, national and local litigation. Our litigation attorneys regularly appear in trial and appellate courts at the federal and state levels, before administrative tribunals, and in arbitrations and other alternative dispute resolution proceedings. Skadden is well positioned to help clients navigate the legal landscape when business conduct results in concurrent criminal, civil and/or administrative proceedings that require a strategically coordinated response. High-Profile Trial Practice We are well recognized as having a national trial practice, and our attorneys frequently serve as lead trial counsel for major matters across the country, reinforcing the firm s well-earned reputation as one of the nation s go-to firms for complex litigation. Leveraging our extensive resources and experience in legal strategy and complex case management, the firm employs top trial advocacy techniques at all stages of litigation to achieve success across a broad spectrum of high-stakes litigation. Our attorneys have been retained as lead trial counsel in several high-profile litigation matters, including the representation of Toyota in the economic loss class action arising from allegations of unintended acceleration; the representation of Wells Fargo in a class action suit alleging racial discrimination in its lending practices; the representation of MGA Entertainment, Inc. in a lawsuit with Mattel, Inc. alleging unfair competition and trademark claims over the BRATZ fashion dolls; the defense of the former CFO of Broadcom Corp. in stock option backdating matters involving the SEC and the Justice Department; and the defense of the former CEO of Brocade in various matters arising out of allegations of backdating options, among others. Securities Our Los Angeles attorneys represent corporations and their officers, directors and outside professionals, including accountants, attorneys and underwriters, facing large-scale, nationwide class and derivative action lawsuits. We also have frequently represented special committees both in litigation arising out of corporate transactions and in internal investigations. Government Enforcement and White Collar Crime Our Los Angeles office includes former federal prosecutors from the Office of the United States Attorney for the Central District of California, each with significant Page 3

4 trial experience, including the former deputy chief of the General Crimes Section and the former assistant chief of the Criminal Division. Lawyers in this group are active in a variety of cases brought by the U.S. Attorney s Office and the SEC and have extensive experience in the regulatory and enforcement issues confronted by all participants in the securities markets, including public accounting firms, brokerdealers, investment companies and investment advisers. Our attorneys have represented corporate and individual clients in white collar criminal matters, including federal and state grand jury investigations involving securities fraud, money laundering, RICO, health care fraud, qui tam whistle blower actions, insider trading violations, options backdating, and environmental crime investigations. In addition, we are retained by public company boards, audit committees and special committees in internal investigations in response to allegations of accounting irregularities and other misconduct. Real Estate Skadden s Los Angeles real estate practice assists clients in structuring and executing a wide spectrum of transactions. We represent real estate investment trusts (REITs), developers, lenders, investment banks, opportunity funds, domestic and foreign investors, public companies, and private entrepreneurs. Our attorneys routinely represent clients in the structuring, negotiation and implementation of: conventional, mezzanine and securitized real estate financings; purchases and sales of real estate and real estate owning companies; design, development and construction agreements; and management and real estate services agreements. We also regularly advise clients with respect to real estate debt and equity funds; joint ventures; leasings; and restructurings. Our transactions involve a wide cross section of property classes, including office, retail, hotel, industrial, residential, sports venue and energy projects throughout the United States and abroad. Banking Banking attorneys in the Los Angeles office regularly handle domestic and international transactions representing a wide range of financial institutions, borrowers and equity sponsors. We advise clients on syndicated credit facilities for investment grade and non-investment grade companies, acquisition financings, bridge loan transactions, restructurings, workouts and debtor in possession and exit financings, mezzanine debt financings and project financings. Skadden attorneys also have handled numerous leveraged financings, involving many of the world s largest investment banks and financial institutions, private investment funds and other institutional lenders and investors, as well as LBO sponsors, private equity funds, hedge funds, strategic buyers, and other corporate borrowers and issuers of securities. Our practice advises on transactions spanning a wide range of industries, including media and entertainment, health care, real estate, manufacturing and retail, among others. Page 4

5 The 2012 edition of Chambers USA selected Skadden s Banking practice in the first tier for Southern California. Executive Compensation and Benefits The Executive Compensation and Benefits Group advises clients to help identify, manage and resolve the most complex, tax, securities law and governance matters relating to employee compensation plans and arrangements. This includes negotiating and drafting employment and severance agreements, employee benefit plans, and all types of stock and cash-based plans and arrangements, including with respect to the tax efficient structuring of equity compensation arrangements and shareholder agreements. Labor and Employment. NEW YORK BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA. Members of our Los Angeles Labor and Employment group advise on a wide range of matters arising in representation proceedings, collective bargaining negotiations, arbitrations, litigation in state and federal courts, and administrative proceedings before such government agencies as the National Labor Relations Board, the Equal Employment Opportunity Commission, state human rights agencies, and the federal and state Departments of Labor. Our attorneys advise employers in a range of issues, including restrictive covenants, wage and hour actions, discrimination, harassment, affirmative action, WARN Act, whistleblowers (SOX), workplace investigations, occupational safety and health, leaves of absence and disability accommodation, and immigration. We also provide assistance on the labor relations issues that arise in connection with corporate transactions and bankruptcies. Tax Skadden s Los Angeles tax attorneys represent clients in a wide range of federal income tax matters, with an emphasis on domestic and international mergers and acquisitions, tax-free spin-offs, leveraged buyouts, restructurings and workouts, controlled foreign corporations and international tax planning. In addition, we have extensive experience in structuring complex partnerships, advising REITs, and representing sovereign wealth funds and private equity/real estate funds in connection with a wide variety of transactions, including formation. Page 5