We represent a large and diverse group of domestic public and private companies, including many Fortune 500 corporations, in executive compensation and corporate governance matters, including Abbott Laboratories, Activision Blizzard, Alcoa, Alpha Natural Resources, American Express, American Tower, Ann Taylor Stores, ArcelorMittal, Bausch + Lomb, CARBO Ceramics, Dollar Thrifty Automotive Group, Forest Laboratories, Fresh Del Monte, Google, Hexcel, Honeywell, IMAX, The Interpublic Group of Companies, J. Crew, Kindred Healthcare, McDonald’s, MDC Partners, Pall Corporation, Sabre, Sempra Energy, Sony, Tech Data, United Technologies, VeriSign and The Washington Post Company.

We are also regular counsel to virtually every major financial institution on pension investment matters, including Barclays Capital, BNP Paribas, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, ING, Morgan Stanley and others.

We provide ongoing counsel to private equity firms, such as TPG, EMSO Partners Ltd., KKR, Highstar Capital, Helios Advisors, First Reserve and Angelo, Gordon, in connection with the application of the ERISA rules to their investment funds.

Recent highlights include:

• Counsel to advisors of the Kazakhstan Sovereign Wealth Fund in crafting rules for Kazakhstani pension plans to participate in the Peoples’ IPOs.
  
  
• Counsel to HSBC and Prudential, plc on the U.S. securities requirements applicable to the offering and sale of securities to U.S. employees under various equity and equity-based compensation arrangements.
  
  
• Counsel to the Securities Industry and Financial Markets Association (SIFMA) for the submission of comment letters on the Basel 3 remuneration guidelines as well as the incentive compensation rules of the Dodd-Frank Act (Section 956), which is applicable to financial institutions of all types in the United States with over $1 billion in assets.
  
  
• Counsel to Citigroup in connection with the formation of a plan asset hedge fund, the first of its kind that Citigroup has established.
  
  
• Counsel to ArcelorMittal in structuring and implementing its 2010 Employee Share Purchase Plan (ESPP 2010), offered to more than 190,000 employees in 21 countries, and in connection with the structuring and implementation of performance-based incentive compensation arrangements for selected management personnel in 2011.
  
  
• Counsel to Vallourec in structuring and implementing its “Value 11” international employee share offering plan.
  
  
• Counsel to the UAW in negotiations relating to the Chapter 11 proceedings of Chrysler and General Motors, including advising the UAW on ERISA aspects of the landmark Section 363 sales consummated in both cases.
  
  
• Counsel to Google on the implementation of a transferable stock option (TSO) program as well as other executive compensation measures.
  
  
• Counsel to a consortium of private equity sponsors in connection with the revision of certain equity-incentive arrangements related to certain senior service providers of Univision Communications.
  
  
• Counsel to ING in the filing of an appellate brief before the 11th Circuit in connection with its stock drop litigation.
  
  
• Counsel to Bank of America involving litigation over hedge fund distribution.
  
  
• Counsel to Nortel Networks in employee benefits issues arising from its complex bankruptcy, including negotiations with the Pension Benefit Guaranty Corporation, one of Nortel’s largest creditors.
  
  
• Counsel to executives of Foster Wheeler, Mast and Omnicare with respect to contract negotiations and tax matters.
  
  
• Counsel to financial institutions in various regulatory matters involving the Department of Labor and Internal Revenue Service.

• Google in its acquisitions of Motorola Mobility, ITA Software, AdMob, Admeld and other telecom, media and technology companies;
  
  
• Home Depot in its acquisition of Redbeacon;
  
  
• Bausch + Lomb in its $500 million proposed acquisition of Ista Pharmaceuticals Inc.;
  
  
• Biomet in its offer to acquire the global trauma business of DePuy Orthopaedics, Inc., a Johnson & Johnson company;
  
  
• América Móvil in its acquisition of Digicel Group Limited and subsequent sale of América Móvil’s Jamaica operations to Digicel;
  
  
• Grupo Bimbo in the successful acquisition of Sara Lee’s North American Fresh Bakery business; 
  
  
• Stanley Black & Decker in its acquisition of Niscayah Group AB;
  
  
• Dollar Thrifty Automotive Group in its proposed acquisition by Hertz Global Holdings;
  
  
• J.P. Morgan Ventures Energy Corporation in its acquisition of RBS Sempra’s energy commodities operations; 
  
  
• Royal DSM in its acquisition of Martek Biosciences; 
  
  
• Alpha Natural Resources in its merger with Massey Energy Company;
  
  
• Warburg Pincus and Vestar Capital Partners in their purchase of a controlling interest in Triton Container International Limited;
  
  
• Kindred Healthcare in its acquisition of RehabCare;
  
  
• Goldman Sachs in the sale of Litton Loan Servicing to Ocwen Financial Corporation and in its acquisition of Dwight Asset Management Company;
  
  
• First Reserve in its acquisition of a 45% interest in Ansaldo Energia; and
  
  
• The Raine Group in its investment in Vice Holding.