Paul, Weiss Alumni News 2010 by Moire Marketing Partners

ALUMNI

NEWS

2009 - 2010 The Faces of Paul, Weiss

ÂŠ 2009 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this brochure may be considered attorney advertising. Past representations are no guarantee of future outcomes.

from the chair

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Pau l , W e i s s , R i f k i n d, W h a rto n & G a r r i s o n L L P

Alu m n i N e w s 2 0 0 9

DE PA R T M E N T S

12 13

Paul, Weiss Dealmakers Firm Highlights

22 24

Nicholas R. Turner: Transport to a Better World Beth F. Levine: The Right Fit Ross B. Rosenfelt: No Stress in Distressed Michelle S. Riley: Doing Well by Doing Good

ALUMNI SPOTLIGHTs

26 28 Q&A

partner profiles 34 36 38

Private Practice, Public Service Robert D. Goldbaum Stephen P. Lamb Beth A. Wilkinson

Richard S. Borisoff

43 43

New Partners 2009 In Memoriam

44 47 53

Fighting for the Disenfranchised Events of the Year Alumni Notes

of counsel

FE AT U R E S

Fighting Back

Dynamic Duo

Our Capitol New Home

Media & Entertainment

Paul, Weiss’s representation of Citigroup yielded the most important civil trial success in the United States last year.

During the most volatile M&A marketplace in decades, Paul, Weiss helped create the nation’s third-largest quickservice restaurant company.

Based in a new location, the Washington, D.C., office of the firm is expanded to fit a growing practice.

A bird’s eye view of some of the significant achievements of this active and innovative practice.

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Living our

CLIENTS’ JOURNEY

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two of last year’s most significant successes for Paul, Weiss. These lighthearted illustrations represent the firm’s journey through Citigroup’s victory in its Parmalat lawsuit and Triarc’s acquisition of Wendy’s. But these representations are landmarks in a longer journey — the ongoing relationship the firm endeavors to build with all of its clients.

Illustrations: A lum ni News 20 0 9 | Paul, Weiss, Rifkin d, Wha rton & G a r r iso n L L P Amy Wasserman

Paul, Weiss’s representation of Citigroup yielded the most important civil trial success in the United States last year

Fighting back Paul, Weiss has played a unique role in defending the interests and ambitions of some of the leading members of this industry — not least of all Citigroup, one of the world’s most important financial services firms. In 2008, our firm helped Citigroup beat back a multi-billiondollar litigation and, at the brink of the financial crisis, achieve the largest defense trial verdict of the year.

A Dairy Giant Goes Sour

The early years of the new millennium have not been easy on the financial services industry. Beginning with the fallout from the Enron, WorldCom and internet bubble collapses and continuing through the severe economic downturn and subprime\credit crisis of the past year, banks and other financial firms have suffered not only unexpected and extreme challenges, but also the slings and arrows of public anger and mistrust.

Parmalat was the darling of the Italian marketplace, a homegrown success story that rapidly expanded worldwide. Parmalat began as a small family business selling hams and preserves in a village near Parma, Italy. Calisto Tanzi took the business over from his father in the early ’60s. Before the end of the decade, Tanzi had introduced innovations that turned the company into an international food-service giant. Using new packaging and preservation techniques, Parmalat created milk that could

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be stored on the shelf for months. The enormous success of Tanzi’s new products in Europe allowed the company to begin expanding overseas in the ’70s. Parmalat became an international player by conquering the Brazilian marketplace and over the next three decades established itself in more than 30 countries — including Australia, Canada, China and the United States. By 2003, Parmalat employed more than 35,000 workers around the world. But this global expansion wasn’t enough: The Tanzi family began buying a wide range of businesses, including Parma’s soccer team, a tourism business and a television station operator. Tanzi also became revered for his charitable activities, including funding a drug rehabilitation clinic, a homeless shelter and expensive renovations to Parma’s medieval cathedral. For his service to his community and the Italian marketplace, Tanzi was knighted by the Italian government and was awarded an honorary degree in economics. So when Parmalat collapsed in late 2002 in one of Europe’s largest corporate scandals, it came as a shock to consumers and investors alike. Several of Parmalat’s key executives — including Tanzi and then-CFO Fausto Tonna — resigned and were subsequently arrested for falsifying the company’s financial results for more than a decade. They admitted to overstating its assets by an astonishing $13 billion, if not more, by the end of 2003. Additionally, unknown sums had vanished into the pockets of Tanzi, Tonna and their cronies. After Tanzi’s resignation as CEO, the Italian government — eager to help rescue one of the country’s few multinational companies — responded to the crisis by extending

the company fast-track bankruptcy protection; the government also appointed Italian businessman and turnaround specialist Enrico Bondi as extraordinary commissioner, empowering him to oversee Parmalat’s reorganization.

Bondi Bites Back Bondi didn’t waste any time. In the early months of 2004, the extraordinary commissioner adopted an aggressive litigation strategy, filing suits accusing financial institutions of helping Tanzi and Tonna commit fraud at Parmalat and “looting” the company. While most of his suits were filed in Italy, Bondi, apparently seeing an opportunity to obtain massive damages under U.S. law, sued several of the institutions in the United States, including Paul, Weiss’s longtime client Citigroup. That Citigroup has tapped the Paul, Weiss Litigation Department for its most intractable legal challenges is well known. Our representation of the financial giant in the aftermath of the Enron, WorldCom and Dynegy scandals mitigated hundreds of billions of dollars in exposure for the company and was recognized throughout the industry as a masterful execution of complex litigation strategy that resolved several hundred separate lawsuits and class actions. So when Bondi filed suit against Citigroup on behalf of Parmalat in New Jersey, it was no surprise that the company turned to Paul, Weiss. Parmalat’s suit was wide ranging, and the damages sought were colossal. The dairy company filed 10 claims against Citigroup, including fraud, conspiracy, racketeering, unjust enrichment, and aiding and abetting breach of fiduciary duty. The damages Parmalat sought from Citigroup were more than $30 billion and carried the possibility of

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additional punitive damages. The Paul, Weiss team, led by litigation partner Jack Baughman, collaborated closely with the Citigroup team: General Counsel Michael Helfer; Citigroup Special Counsel in charge of Parmalat litigation P.J. Mode; Senior Deputy General Counsel Ed Turan; Managing Director and Counsel Peter Fisher-Jones; Managing Director and Regional General Counsel Brad Gans; and two Paul, Weiss alumni — Managing Director and General Counsel Elaine Mandelbaum and Director and Associate General Counsel Nicole Felton. The Citigroup/Paul, Weiss team forged a core strategy: to demonstrate that Citigroup was a victim of Parmalat’s fraud rather than a participant. The effort was monumental. Baughman, assisted by Paul, Weiss Litigation Counsel Dan Levi, managed a worldwide pre-trial discovery effort, with Citigroup and Parmalat exchanging 10s of millions of pages of documents and conducting more than 100 depositions in numerous countries. Four years of painstaking effort paid off in April 2008, when, in a crucial pre-trial ruling, the trial judge granted summary judgment for Citigroup on all but one of Bondi’s claims — aiding and abetting the “looting” of the company. Citigroup’s exposure was reduced from a whopping $30 billion to $2.2 billion. In addition, Paul, Weiss defeated Bondi’s motion for summary judgment on Citigroup’s counterclaims and thus gave the bank a chance to try to recoup its substantial losses.

CitiGROUP’s Valley Forge The Citigroup/Paul, Weiss team had prepared to take the Parmalat suit to trial from the moment the lawsuit was announced. The

egregious accusations by Bondi against Citigroup and its employees meant that the company’s reputation was on the line. Settlement was not an option for Citigroup, which wanted the good name of its employees vindicated and the losses suffered by the company at the hands of Parmalat’s former directors repaid. With the trial looming, Karp, Helfer and Mode entered discussions about who should lead the trial team. Karp recommended that Citigroup tap Ted Wells, co-chair of the Paul,

largely blamed on the financial services sector, of which Citigroup was a leading member. The Paul, Weiss team’s challenge became how most effectively to demonstrate the innocence of Citigroup’s employees. The employees maintained that they had done their jobs to the best of their ability, were duped by the fraudsters at Parmalat and demonstrated that it was not in the best interests of anyone at Citigroup to have aided Parmalat’s collapse. Citigroup lost hundreds of millions of dollars in the

important as the trial wore on. The global financial crisis was worsening, and financial services firms were in the news every day. Nobody knew for sure whether — or how — this might influence the jury. But Wells and Baughman ensured that the proceedings never turned into a discussion of the perceived ills of the financial system; the spotlight remained on the wrongs that were being perpetrated against Citigroup and its workers. As if to punctuate this point, the Citigroup employees who

“ Settlement was not an option for

Citigroup, which wanted the good name of its employees vindicated.” Weiss Litigation Department, to co-try the case with Baughman. Bondi v. Citigroup was exactly the kind of high-stakes legal challenge that corporations had entrusted to Wells’ care for years. And despite Baughman’s pre-trial success, Citigroup still faced significant obstacles as the trial began in May 2008. The case involved extremely complex financing transactions as well as arcane Italian accounting rules — matters potentially boring or confusing to even an attentive jury. To complicate matters further, several of Citigroup’s key witnesses faced unjust, politically motivated criminal charges in Italy since Bondi had worked closely with Italian prosecutors to tar them as responsible for helping Parmalat hide its financial condition from investors. Finally, the worst economic crisis since the Great Depression was in its early stages — a crisis the public

Parmalat scandal and was as much a victim as any other investor. Their testimony established that the case was about defending the reputation and hard work of real people — not a battle between faceless corporations. Citigroup’s witnesses presented a stark contrast to Bondi’s highly paid expert witnesses. In a surprising move, the Paul, Weiss team decided to call only one of Citigroup’s expert witnesses, relying instead on the testimony of the Citigroup employees. This move contrasted with Bondi’s case, which was built almost entirely on the opinions of professional witnesses who had been paid millions of dollars for their services. When the cross-examination was finished, the clear picture emerged: Bondi’s mercenaries versus Citigroup’s working people. This focus on the Citigroup employees became particularly

had testified at trial returned to observe summations in person. Bondi’s lawyers played into their hands by singling them out and attacking their integrity again. But these attacks — and the courage and calm composure of Citigroup’s employees — helped win the jury over to their cause. On October 20, 2008, after three days of deliberations, the jury returned a verdict of no liability on Bondi’s $2.2 billion claim and found, in favor of Citigroup on all of its counterclaims. The jury awarded Citigroup $362 million in damages — every penny for which the company had asked. In the end, justice was done. The employees were vindicated, Citigroup was remunerated for its losses, and the Paul, Weiss team was proud of its efforts to help its long time client achieve the largest defense verdict of 2008. 

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During the most volatile M&A marketplace in decades, Paul, Weiss helped create the nation’s third-largest quick-service restaurant company

Dynamic

duo

It’s quite a journey, the stuff of which legends are made: the transformation of a small family business into a financial empire by a pair of newcomers who take an idiosyncratic but canny approach to building investor value. However, Nelson Peltz’s and Peter May’s journey from control of a local family-owned business to the mega-acquisition of fast-food giant Wendy’s becomes even more remarkable upon scrutiny: Each milestone in their history as businessmen and investors is followed in short order by a new success that eclipses what came before. And ever since the morning in 1973 when Judge Simon Rifkind introduced a young Nelson Peltz to a young Paul, Weiss lawyer named Neale Albert, the firm has had the privilege of helping Peltz and May chart their unique path. Over the course of this nearly four decade journey, Paul, Weiss’s relationship with the duo and their successive companies has matured and highlights the skills, character and success of both client and law firm.

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theodore C. Sorensen

Minnow Eats Whale In 1963, Peltz left college to join A. Peltz and Sons, a small frozen-food distributor owned by his family. He set to work acquiring other small food distributors and, in 1972, persuaded his friend May, a Peat Marwick accountant, to leave the security of his job to work with him. By the early 1970s, the pair had built Flagstaff Food Service — the successor to A. Peltz and Sons — into one of the largest food distributors in the Northeast. In 1978, Flagstaff was sold in an early leveraged buyout. In 1983, Peltz and May took control of Triangle Industries Inc., a small publicly traded company that owned various businesses, including a wire and cable company and a manufacturer of currency changers, vending machines and jukeboxes. During this period, Peltz and May were garnering experience in a variety of industries and developing operations expertise that would become crucial to their investment approach.

In 1985, one transaction changed everything. “Triangle buying National Can — well, it was like a minnow swallowing a whale,” remembers Brian Schorr, then a Paul, Weiss corporate associate on the deal who now serves as chief legal officer of Peltz’s and May’s hedge fund manager Trian Fund Management, L.P. “It was one of the first transactions to use high-yield debt to fund an otherwise impossible acquisition.” The deal, in fact, was inspired by a phone conversation between Peltz and Michael Milken, who was beginning a high-yield revolution that allowed smaller players like Triangle a shot at giants like National Can. “Triangle issued $395 million in debt, all told, and suddenly they were in charge of a very, very big company,” remembers Albert, who led the deal. Alhough he retired in 2004, Albert still helps Peltz with

various matters as a Paul, Weiss of counsel. In 1987, National Can acquired American Can Packaging for $600 million. The combined entity, American National Can Company, became the largest packaging company in the world. Following the stock market crash in October of that year, Peltz and May led a successful buyout of Triangle in a going-private transaction (Paul Ginsberg, who would go on to lead many of the duo’s transactions, including their acquisition of Wendy’s 20 years later, was a first-year associate on the deal). And then what started as an uncertain adventure in innovative financing closed with a stunning coup. “One day in 1988, a representative of French company Pechiney approached Nelson and said, ‘We want to buy your company,’ ” Albert recalls. “Nelson said, ‘You can’t buy my company. I like my company. I built

my company. I enjoy running my company. Don’t be ridiculous. I am not selling my company.’ ” But Pechiney was insistent — as a major aluminum producer, it saw the world’s largest packager as an invaluable addition to its portfolio — and that put Triangle in a position of strength. “After weeks and months of hard discussions, negotiations and arguments,” Albert continues, “Peltz and May sold the company to Pechiney for $56 a share.” It was a 400 percent premium over market value. In only four years — the Pechiney deal closed in 1989 — Triangle’s $40 million enterprise value had turned into $4.3 billion.

Bring Back the Snapple Lady, Please “The sale to Pechiney really put Nelson and Peter in a new position,” recalls former Paul, Weiss Chair and Tax Partner Alfred Youngwood, who created innovative tax structures for the deal and worked on countless transactions for the pair from the ’70s onward. “It was the launching pad for what lay ahead.” Peltz’s and May’s next big acquisition transformed a classic ’60s conglomerate. DWG Corporation, Victor Posner’s behemoth holding company, was involved in businesses covering a wide spread of industries, including: Royal Crown Cola, Arby’s Restaurants, National Propane, various textile companies and an ice manufacturing business. With a surfeit of cash from the sale of American National Can, the pair grabbed control of DWG for $72 million in 1993. In 1994, Schorr, who had become a Paul, Weiss partner in 1990, was invited by the duo to join DWG — renamed Triarc Companies — as executive vice president and general counsel. Associate Stuart Rosen, who had worked on Peltz/May matters with Schorr, was invited to join them shortly afterward as associate general counsel.

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“There were so many companies under the DWG umbrella,” remembers Rosen, who now serves as general counsel of Trian Fund Management. “When I arrived, they were beginning the process of thinning out the herd and concentrating on core areas.” Triarc trimmed itself by selling off some of its portfolio and bringing other holdings public. By the second half of the ’90s, Triarc was focused almost exclusively on the restaurant and beverage industries through its Royal Crown/Arby’s stake and recent acquisitions like Mistic Beverage, Inc. and Cable Car Beverage, producer of Stewart’s Root Beer. The buildup of the company’s beverage holdings led to another transformative acquisition. Quaker Oats had purchased Snapple for $1.7 billion during an all-out bidding war in the early ’90s. By 1997, the Snapple brand was failing as a result of years of mismanagement. Among other decisions, Quaker had fired the extremely popular “Wendy the Snapple Lady” who had helped give the brand a quirky, down-to-earth charisma. Sales had plummeted, and Quaker was ready to move on. It sold the company to Triarc for $300 million. No deal in the pair’s history highlights Peltz and May’s profound operational and marketing expertise as does the acquisition, restoration and resale of Snapple. “Nelson and Peter have a keen eye for businesses and making them run,” Rosen says. “They focus less on making a quick killing and more on what’s best for the underlying business.” In Snapple’s case, Triarc rebuilt distributor networks, introduced new products under the Snapple aegis and hired back Wendy the Snapple Lady for a new series of ads. “The company moved from a 25 percent sales decline at the time of acquisition — May 1997 — to flat sales by that year’s end,” remembers Schorr, who is now Trian’s Chief Legal Officer. “It was amazing. We stopped the bleeding and then increased sales 8 percent in 1998, 8 percent in 1999

and 9 percent in the first half of 2000.” In 2000, Triarc sold its beverage business, including the newly resurrected Snapple, for $1.45 billion, a stunning return for the company and its investors. The Harvard Business School developed a Snapple case study, and in 2000, Harvard Business Review featured the transaction, praising Triarc for its intuitive understanding of the Snapple brand and its pitch-perfect response to reversing its malaise.

The Value in the Multiple The real-world business savvy that transformed Triangle and saved Snapple is augmented by Peltz’s and May’s idiosyncratic approach to investing. “Almost all of the deals they do are creative deals,” Albert recalls. “But the most interesting thing about them is their approach to working with the companies they invest in. They establish a controlling stake in a public company and use that leverage to inspire change in management.” By investing in public companies, Peltz and May avoid the bidding wars and inflated premiums that many private equity firms are faced with. Once they establish a voice on the company’s board, they offer value that most financial engineers can’t. “Remember that Nelson was CEO and Peter was COO of Triangle Industries,” Schorr says. “Their background is not just in financial theory. They’re great with the theory, but they focus on operations. Marketing. The facts on the ground.” By using practical experience to turn around flagging companies, the pair increases business profitability. And when profitability increases, the value of their investment multiplies.

A Passover Hail Mary With its beverage companies sold off, Triarc was almost completely focused on the restaurant business, which, in 2000, consisted of Arby’s Restaurants — Triarc’s last major remaining company after the

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Snapple sale. The company was busy consolidating its operations, including purchases of two of Arby’s largest franchisors in 2002 and 2005. While remaining on the board at Triarc, Peltz and May relinquished their day-to-day management responsibilities at Triarc, and with former investment banker Ed Garden, established Trian Fund Management in 2005. Unsurprisingly, Trian took positions in iconic but undermanaged brands like Cadbury/ Schweppes, Tiffany and Heinz, placed friendly faces on their boards (in some cases, Peltz or May joined the boards) and proceeded to improve each company’s position. One of these investments, a stake in Wendy’s restaurants, led to Peltz’s and May’s most recent landmark deal. Trian had held a significant minority investment in Wendy’s since late 2005 when Trian wrote a broadside “white paper” describing the necessary steps for creating new value at the company. Spinning off the Tim Hortons coffee-and-doughnut chain was a first step, Trian insisted. Selling off nonessential brands, including Italian and Mexican restaurant chains, was another. Wendy’s made great gains by adopting Peltz’s suggestions: The company’s value jumped by 40 percent between 2006 and 2007. But the board was resistant to Trian’s overarching ambition: to have Triarc acquire Wendy’s, a perfect fit given its Arby’s holdings. The first serious overtures took place in March 2007. “We knew Triarc had the operational expertise to acquire Wendy’s and fix up their stores and really make them run right,” remembers Rosen. “And the acquisition would be good for Trian because we owned shares of Wendy’s. But if someone outbid Triarc, then Trian would still benefit as a shareholder. It was a win-win proposition.” But unexpected developments in the economy kept the deal in limbo. As a bidding war over Wendy’s

began to heat up that summer, the credit market freeze set in. Repeated attempts to provide financing for the deal disappeared. The Paul, Weiss team — led by Ginsberg, who had cut his teeth on Triangle’s going-private transaction 20 years earlier — helped Triarc keep pace with the rapidly sinking credit markets by devising evolving transaction structures. As the months passed, and financing arrangements continued to evaporate, the deal was reshaped, changing from an all-cash transaction, to a mix of cash and stock, to, finally, an all-stock deal. After wrangling over the deal for nearly a year, by mid-April 2008 it seemed that Triarc’s tenacity had failed — Wendy’s was seriously consid-

“The first thing I did that night was set up a conference call, which I conducted from a parking lot in Westchester,” Schorr remembers. The successful deal was announced on the morning of April 24, 2008. Triarc acquired Wendy’s for approximately $2.34 billion. The new company, Wendy’s/Arby’s Group, Inc., became the third-largest quickservice restaurant company in the United States, with more than 10,000 restaurants worldwide and $12.5 billion in system-wide sales. “The transaction finished right as the market cratered,” remembers Youngwood. “The world was coming to an end, and the deal still stayed together. It was amazing work all around.”

to share. I can name a dozen partners who’ve worked with us recently, and that means that a crucial relationship has been established and continues to grow.” Several generations of Paul, Weiss lawyers have developed their craft working on transactions dreamed up by Peltz and May, who have, in turn, left their mark on the firm. “They would keep inventing impossibly difficult things to do and then come to us and say: Make it happen!,” says Albert. “And Paul, Weiss would make it happen. We’d figure it out.” Youngwood concurs: “They’re innovative entrepreneurs, and they exposed us to cutting-edge

“As a bidding war over Wendy’s began to heat up that summer, the credit market freeze set in.” ering an offer from another bidder. And then the call came. “It was April 20th, the second night of Passover,” remembers Schorr, laughing. “And all of us get an e-mail from Nelson. Sunday night, 8:43 p.m., in the middle of Seder, we get this e-mail from him that says, ‘Guys, Happy Passover! It’s time to get back to work.’” The “hunt” for Wendy’s was back on. “The rival bidder couldn’t get good financing,” Rosen says. “And we were able to offer stock, which in that environment was just the best deal imaginable.” There was one catch: The Wendy’s board required a final agreement — and complete documentation — within 48 hours. Schorr, Rosen and the Paul, Weiss team (including Ginsberg and M&A partner Jeff Marell, who jetted back from vacation) began working around the clock to seal the deal.

All in the Family The presence of Schorr and Rosen at the top legal posts in the Trian organization speaks volumes about the type of trust and understanding that Paul, Weiss strives to achieve with every client. The firm literally is part of the team. “For me, it was a seamless transition,” says Schorr, remembering his move from Paul, Weiss to Triarc in 1994. “I was doing much of the same work that I had been doing at the firm and working with all the same people. The real challenge was remembering to dial ‘373’ before dialing Paul Ginsberg’s extension.” The sheer number of Paul, Weiss lawyers who have worked on Triangle, Triarc and Trian matters is also telling. “The list goes on and on,” says Schorr. “One of the great things about Paul, Weiss is that there’s no jealous ownership of clients. The firm is open, and partners are willing

transactions. We developed those deals together and learned a lot from each other. Paul, Weiss associates grew up on their transactions, and that’s shaped the way they approach their work.” In the end, it is perhaps a cultural affinity that sustains the relationship as it approaches its fourth decade. “Judge Rifkind was the father of the firm we are now,” says Albert. “He created a firm that was radically different from the others. He accepted people from different backgrounds — people with creative minds. Everything else was irrelevant to him. And in a place like that, intelligence can grow into creativity. “Paul, Weiss is the kind of place that nurtures creative clients like Nelson and Peter,” he continues. “If they had simple things to do, run-ofthe-mill things to do, they wouldn’t need Paul, Weiss. Right?” 

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partner spotlight

Paul, Weiss lawyers have been named “Dealmaker of the Year” by The American Lawyer four of the last six years. The magazine confers this honor annually on exceptional transactional lawyers. We take a close-up look at our latest wins.

The American Lawyer singled out Paul Ginsberg as one of its 2009 “Dealmakers of the Year” for Triarc’s acquisition of Wendy’s International Inc. Paul also was named a “Dealmaker of the Week” on October 23, 2009, for his role in the acquisition of the First Republic Bank from Bank of America. Paul shepherded the deal through the economic downturn by building new transaction structures around fast-changing developments in the credit markets. The deal, born as an “all-cash” transaction, became a mix of cash and stock and reached its final form as an all-stock deal. By helping Triarc dispose of its interest in CDO manager Deerfield & Company, Paul was instrumental in turning Triarc from a conglomerate to a “pure-play” restaurant company, a move critical to convincing the Wendy’s board that the acquisition was a compelling opportunity and a comfortable fit. When it was over, the $2.34 billion acquisition was monumental in dollar value and industry impact: Wendy’s/Arby’s Group is the thirdlargest quick-service restaurant chain in the United States, operating more than 10,000 restaurant units with sales of approximately $12.5 billion worldwide.

2009 — Paul D. Ginsberg —Triarc acquires Wendy’s

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Photo: Taylor Hooper

Paul, Weiss dealmakers

2007 — Jordan E. Yarett Dunkin’ Donuts Securitization

2006 — Robert B. Schumer Time Warner Inc.’s Acquisition of Adelphia Communications

2004 — Alan W. Kornberg Pacific Gas & Electric Company Bankruptcy

Jordan’s $1.7 billion transaction helped Lehman take Dunkin’ apart and reassemble it as a series of special-purpose entities, a daunting task considering the number of franchises making use of the Dunkin’ brands scattered across more than 100 countries and legal systems. $1.5 billion of the securitized debt notes received the highest rating from S&P and Moody’s, the agencies charged with overseeing the transaction — which meant a reduced buyout cost in the end. The American Lawyer awarded Jordan “Dealmaker” status for unleashing asset value that would otherwise have remained unexploited.

Time Warner executives began looking into the purchase of Adelphia’s cable assets shortly after Adelphia filed for bankruptcy in 2002. Four years later, Time Warner entered a joint bid with Comcast Corporation to acquire Adelphia’s cable systems out of bankruptcy for $17.9 billion. In addition, the two competitors swapped cable systems in several cities. Bob and the Paul, Weiss M&A, bankruptcy and securities teams constructed a novel approach to the transaction. Their application of the bankruptcy code to a situation where it had never been applied in the past, allowed Time Warner’s subsidiary, Time Warner Cable, to go public and issue stock to Adelphia’s creditors without registration with the SEC.

As counsel to the California Public Utilities Commission (CPUC), Alan, bankruptcy and corporate reorganization department chair, expertly navigated his client through San Francisco-based Pacific Gas & Electric Company’s (PG&E) Chapter 11 filing — the largest utility bankruptcy in U.S. history. Alan persuaded the court to terminate PG&E’s exclusive right to restructure the company — a rare decision — by arguing that CPUC’s plan of keeping PG&E intact as one entity was a solid option. After a significant ruling on the scope of the Bankruptcy Code’s pre-emption of state law, the parties reached a settlement. PG&E was able to emerge from Chapter 11 with an investment-grade credit rating and the opportunity to raise $8 billion in funds to pay its creditors in full.

Firm Highlights • Honored with Pro Bono Champion Award by The Door. • Honored for pro bono services by Volunteers of Legal Service at its 25th anniversary reception. • Selected by Asian Counsel as “TMT Firm of the Year 2009” in Asia. • Named one of the “50 Best Law Firms for Women in 2009” for third consecutive year by Working Mother magazine. • Selected by The American Lawyer as an “A-List” law firm for the seventh consecutive year since the inception of the list. • Selected as one of “America’s Best Corporate Law Firms” in 2008 and 2009 by Corporate Board Member. • Ranked as one of the “Top 50 Law Firms in the World” in The Lawyer’s Transatlantic Elite 2009. • Ranked among the top 10 most diverse law firms in the United States in 2009 by Minority Law Journal, making it the seventh year that Paul, Weiss has been among the Top 10. • Recognized for role in the restructuring of CIFG Holding, Ltd., which was selected by International Financial

Law Review for the “Restructuring Deal of the Year” Americas Award. • Recognized for role in the expansion financing of the Tanjung Jati B power project in Indonesia, which was selected by International Financial Law Review for the Project Finance Deal of the Year Asia Award. • Recognized for role in Mitsubishi UFJ Financial Group’s common stock global offering, winner of Best Secondary Equity Offering Award by FinanceAsia for being one of the deals that “achieved the most in the dangerous markets of 2008” and winner of Japan Equity Deal of the Year Award by Asian Legal Business for its ALB Japan Law Awards 2009. • Recognized for role in Tata Chemicals’ acquisition of General Chemical Industrial Products, which was selected by India Business Law Journal as one of its 2008 Deals of the Year. • Selected by Asian Legal Business as Best IT/Telecom Law Firm for the eighth year. • Recognized for role in KKR’s investment in Tianrui Cement, which was selected by China Law & Practice as the “China Private Equity Deal of the Year.”

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office spotlight

OurCapitol NEW HOME The Paul, Weiss D.C. office is a small yet robust group of practitioners who have raised the firm’s reputation as a compact, hard-hitting litigation force in Washington. With a focus on antitrust, securities, patent and complex commercial litigation, the D.C. office assists many of the firm’s most prominent clients, including Altria, Citigroup, Deloitte,

Doosan, ExxonMobil, MasterCard, Sharp and Time Warner. The office serves this impressive client portfolio by combining its advocacy prowess with the wellestablished litigation strength of the firm’s New York lawyers.

Left to Right: Partners Beth A. Wilkinson and Kenneth A. Gallo; associates Ludovic C. Ghesquiere and Katherine Halpin Moor; partners Patrick S. Campbell, Robert P. Parker and Charles E. Davidow

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D.C.-based partners: most visit the New York office once a week. The D.C. practice, staffed by veterans including Joe Simons, Henk Brands, Alex Oh and Bob Parker, was recently enhanced by the arrival of Chuck Davidow in 2006 and Beth Wilkinson in 2009. “Chuck is known as a great securities litigator, and Beth is a renowned trial lawyer; their addition really raised our profile,” says Ken. Partner Julia Tarver Mason, a fierce advocate for the firm’s pro bono initiatives, also recently relocated to the Paul, Weiss D.C.

office after practicing in New York for 12 years, bolstering the firm’s litigation presence. But the D.C. office is not exclusively a litigation shop; the partnership includes a homegrown Paul, Weiss corporate telecommunications specialist, Patrick Campbell. Patrick, who has been with the firm since his summer associate years, was mentored by Paul, Weiss alumnus Phillip Spector, former D.C. office managing partner and now executive vice president and general counsel at Intelsat, the

Photo: THE PHOTOGRAPHERS’ GALLERY

“I like to think of Paul, Weiss D.C. as another floor of the New York office,” explains Ken Gallo, managing partner of the D.C. office. As the partner in charge of the office, Ken has dedicated himself to the seamless integration of D.C. and New York lawyers to serve clients. “The depth of our teamwork between the offices is highly uncommon for large firms. But we find that it greatly benefits our clients,” Ken says. The collaborative nature of the two offices manifests itself in the travel itineraries of the

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office spotlight

Prominent Paul, Weiss Lawyers Have Called the D.C. Office Home. Jerome Kurtz Current: Paul, Weiss Alumnus Joined the D.C. Office: 1981 Previously: Served as Commissioner of the IRS Tax Legislative Counsel, U.S. Treasury Department

Lionel Olmer Current: Paul, Weiss Of Counsel Joined the D.C. Office: 1985 Previously: Served in the U.S. Department of Commerce as Undersecretary of Commerce for International Trade

Senator Warren Rudman Current: Paul, Weiss Of Counsel Joined the D.C. Office: 1992 Previously: U.S. Senator from New Hampshire 1980 –1993; Co-Chair of Stonebridge International, an advisory firm for leading multinationals, financial institutions and nonprofit organizations

Phillip Spector Current: Executive Vice President and General Counsel at Intelsat Joined the D.C. Office:1992 Previously: Served as managing partner of the D.C. office

Kenneth A. Gallo, Managing Partner, Washington, D.C., Office

world’s largest satellite company. In addition to other high-profile telecom transactions, Patrick represents Intelsat on an array of matters. Chuck represents another important aspect of the practice. The U.S. financial crisis has caused a shift within the legal community and the nation — New York had traditionally held the title of financial epicenter of the country, but Washington is more important than ever. “SEC-related matters have always been a substantial component of the firm’s practice,” Chuck says, “but in this environment, the SEC and other D.C.-based financial regulators are playing an even larger role in the business of our clients.”

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Accordingly, the firm’s location in D.C. helps clients immensely because of its proximity to and experience with the headquarters of the nation’s pre-eminent regulatory bodies. The old adage of “location, location, location” is true — but gone are the days when living in one city hindered lawyers from helping clients and colleagues in another. The lawyers in the D.C. office of Paul, Weiss have proven time and again the value of being clientfocused rather than office-focused. And after nearly 30 years, the office continues to dedicate itself to providing outstanding client service.

Our D.C. OFFICE Staff size: 70 (40 attorneys) Sq. Footage: 32,500 Floors: 2 Conference rooms: 5 Maximum conference capacity: 38

Photos: THE PHOTOGRAPHERS’ GALLERY

Expanding along with our practice Bright light welcomes you into the lobby of the fifth floor at 2001 K Street, NW — the firm’s new home in Washington, D.C. It is the third location for the firm in the nation’s capital since 1981, when nine lawyers set up shop in a townhouse on Massachusetts Avenue. Only a few years later, in 1985, the firm was growing and in need of new space. Paul, Weiss moved across town to L Street, where the firm remained until this past year. By 2004, the D.C. office had doubled in staff size, growing to about 20 members (legal and nonlegal). Four years later, that number doubled again. All told, the office has grown to nearly seven times its original space size and boasts a collective staff of 70 on two floors of an eleven-floor complex — with room to grow.—

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Alumni spotlight

Nicholas Turner shares his passion for making a difference

Transport to a Better World “I’ve learned a few core values,” Nicholas Turner says. “Tolerance, moderation and public service. A connection to others.” This simple dedication to public service has propelled Nicholas into a leading position at the Rockefeller Foundation, one of the world’s most sophisticated and influential philanthropic institutions. Nicholas is one of the foundation’s managing directors, staff members who help run the organization’s projects. Established by John D. Rockefeller as a global philanthropic organization, the foundation’s mission is nothing less than to “promote the well being of humanity”. The foundation’s primary areas of focus are advancing global health care, repairing frayed social contracts, addressing climate change issues and strengthening urban environments. “We’re dedicated to improving the lives of the world’s poorest and most vulnerable. Simple, isn’t it?” he jokes. Nicholas’s love for public service has deep roots. “I went to a Quaker school as a child — Sidwell Friends in Washington, D.C.,” he says. The school, known for educating the children of presidents, diplomats and other Washington elites, embraces an ethic of responsibility that left its mark on Nicholas. After graduating Yale, Nicholas returned to Washington and dove straight into social work, working for a time with a nonprofit in Washington,

D.C., where he helped local families get troubled teenagers off the streets and back in school. “The kids and families I helped were just extraordinarily poor,” he says. “And I saw that the accident of their birth meant that they had far fewer opportunities than I or my classmates at Sidwell and Yale had.” Nicholas’s realization was a revelatory experience that he finds hard to put into words. “It’s really difficult to explain,” he says. “But it was very profound. It struck me that I needed to contribute in some way to reducing those inequities.” While he enjoyed his work, he was yearning to tackle larger, more complex issues. “I felt constrained working on a case-by-case basis. You can get a kid back in school for a year or two, but you’ve returned them to a school that wasn’t really preparing them for anything in the first place,” he remembers. “I wanted to do more — to improve the whole system.” After graduating Yale Law School, Nicholas chose to begin his career as a Paul, Weiss litigator. “It’s the only real private-sector work I’ve

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ever done. But I went to Paul, Weiss largely because of its reputation — its commitment to doing good.” For about a year, Nicholas stayed at the firm, where he was thrown headlong into challenging situations. “I think that the biggest matter that I worked on was a civil antitrust litigation, and I knew nothing about it when I started!” he laughs. “But Paul, Weiss gives associates opportunities like that. It gave me the feeling that I could step into any situation without knowing what on earth I was going to work on and make something out of it.” When he left Paul, Weiss, Nicholas landed a position as special counsel at the Vera Institute of Justice, a New York City-based nonprofit that works on criminaljustice reform. Vera eschews advocacy and lobbying in favor of working directly with reformminded public servants, helping them develop programs to effect change from within their organizations. By the time he left nine years later, Nicholas was vice president and chief program officer of the institute, responsible for creating programs and developing relationships with key players in government. He had developed just the right blend of training and experience to make the leap to Rockefeller, which, after almost 100 years of philanthropy, was retooling itself for the 21st century. “I came to Rockefeller in 2007 because I was intrigued by some of the new ideas being explored by the foundation,” Nicholas recalls. The venerated institution was changing into a more nimble and precise organization. “The issues that philanthropists work on — poverty, health care,

NICHOLAS R. TURNER Job Title: Managing Director Company: The Rockefeller Foundation Years in Current Position: 2 Base of Operations: New York, N.Y. Years at Paul, Weiss: 1 (1997 – 1998)

PhotO: Taylor Hooper

Passions Outside the Law: “I love cooking. And soccer — I’m an avid fan of the sport, and my kids play competitively.”

the environment — they’re persistent issues. They’re big issues, and they can’t be solved all at once,” says Nicholas. “We believe that opportunities to make progress on problems of this size are few and far between. Many factors have to fall into place to provide an opportunity for change. So philanthropic organizations have to act quickly and effectively.” The foundation brought a new breed of manager on board to handle the change. “We’re basically intelligent generalists,” says Nicholas. “We might not be experts in any one particular area, but we can see patterns of opportunity across disciplines. Patterns that a narrow specialist might miss.” As managing director, Nicholas develops and runs the foundation’s transportation reform initiative. He devises grant-making strategy, resources advocacy coalitions, creates educational efforts aimed at political and civic leaders, and helps support research and policy development through groups like the Brookings Institution and the Bipartisan Policy Center. The focus on transportation is a new path for the Rockefeller Foundation and is indicative of the organization’s more flexible, surgical approach. “The transportation sector has a huge impact on global warming,” Nicholas says. “It is also

the highest household cost for lowincome families because they have no options other than to drive and own multiple cars. It has an important impact on national security because it is the main source of our oil dependence. “If we create intelligent transportation policy,” Nicholas says, “we can impact many different issues simultaneously.” Nicholas sees another advantage to working on transportation — its low political profile. “It’s not a partisan policy area,” he says. “There isn’t a clear partisan divide like we see on health, judicial nominations or reproductive rights.” All in all, it’s a great opportunity — a perfect philanthropic storm that the newer, more entrepreneurial Rockefeller Foundation is poised to take advantage of.

“Here’s the opportunity,” he says. “If we can shape transportation policy, influence the debate with ideas that advance climate sensitivity, accessibility and affordability, then we can take advantage of that political opening. All of these factors lining up — that’s what compelled us to dive into the subject in the first place.” Nicholas credits his legal education and Paul, Weiss experience with the success he’s found as one of Rockefeller’s “intelligent generalists”. “I had no experience with transportation issues before I came here.None,” he says. “And studying the law, practicing it, has helped me know how to ask the right questions. The deep questions. How to surround an issue. How to develop an analytical approach. To recognize the patterns, the opportunities, the openings for real change.” 

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Alumni spotlight

Reflections on a career in the rapidly shifting pharmaceutical sector

The Right Fit After 15 years as in-house counsel for pharmaceutical

corporations large and small, Beth Levine has found a happy medium in an industry undergoing rapid change. Today, Beth serves as vice president, assistant general counsel and chief compliance officer for Regeneron Pharmaceuticals in Tarrytown, N.Y. She is part of a small legal group within a fully integrated pharmaceutical company of about 1,000 employees. Her work focuses on general corporate support for the commercial and research and development organizations within the company as well as corporate compliance, employment law and litigation. “In a small legal department, you basically do whatever needs to be done,” she says. But Beth’s chief responsibility is to guide the company through the complex legal and regulatory framework that governs the pharmaceutical industry. As chief compliance officer, her duties include developing policies, training staff, investigating allegations of noncompliance and reporting to the board of directors. According to Beth, “one of the great attractions about working in-house is the ability to help prevent legal issues from arising through proactive involvement with the business, keeping up with changes in the law and keen

issue-spotting,” a skill that Beth honed during her years as a Paul, Weiss litigator. And there have been sizable shifts in the pharmaceutical industry since Beth entered the sector 15 years ago, which keep her job interesting. While legislative frameworks for the industry are well-established, new ethics and marketing guidelines have been introduced, and public officials and government agencies are examining the relationships between pharmaceutical companies and health care professionals. New anti-kickback laws and other regulations forced many in the industry to adjust their approach to sales and marketing practices. Even the economic downturn has fueled enforcement activity. “Particularly in the budget crisis,” Beth says, “pursuing health care fraud at the state and federal level has proven to be a very lucrative focus for the government.” Since her departure from Paul, Weiss in 1994, Beth has worked exclusively in this swiftly changing landscape. Her first position after leaving the firm was with Pfizer, where she remained for 13 years.

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As general counsel of Pfizer’s U.S. Pharmaceuticals Division, Beth handled the day-to-day legal needs of the company’s largest operating division, which marketed many wellknown products such as Lipitor®, Zoloft®, Celebrex® and Neurontin®. Beth led a group of approximately 40 corporate generalists within a legal division that had more than 500 lawyers. As a business lawyer for a highly regulated industry, Beth’s job was to find the balance between business imperative and legal risk. “For example, because the company was often involved in significant product liability litigation, a litigator’s perspective might be to severely limit advertising, because anything you say is going to be twisted,” she says. “On the other hand, our job as in-house counsel is to try to help the company advance its legitimate business objectives and the interests of shareholders while at the same time making appropriate risk decisions. Ultimately, the solution took the shape of carefully crafted advertising with extensive, exhaustive review.” Just as the external environment was changing, the internal environment at Pfizer was also going through a metamorphosis. Part of that change resulted in a reorganization of the U.S. Pharmaceuticals Division — making it difficult for Beth to have a holistic general counsel experience at the helm. She found it instead at Keryx Biopharmaceuticals Inc. Keryx had about 50 employees when

Beth F. Levine Job Title: Vice President, Assistant General Counsel and Chief Compliance Officer Company: Regeneron Pharmaceuticals Incorporated Years in Current Position: 1 Base of Operations: Tarrytown, N.Y. Years at Paul, Weiss: 4½ (1990 – 1994) Passions Outside the Law: Family: Husband Michael, a musician — bass and guitar; daughter Emily (16); and son Daniel (14)

PhotO: Taylor Hooper

“Music is a big part of our collective family life. I’ve recently taken up the ukulele to keep up with the rest of my musical family. We also enjoy skiing, baseball — Yankees! — and taking “mystery weekends” — we pack the kids in the car and don’t tell them where we’re headed. The last place we went? New York City!”

Beth joined it as general counsel and chief compliance officer — an extreme contrast to the Pfizer behemoth. There were no commercial attorneys and only one patent lawyer at Keryx. Beth finally had her chance to learn what it was like to be the executive legal officer of a publicly traded company. She dealt with the board of directors and SEC requirements — a new area for her — and she was on the front line of the company’s decision making. “At Pfizer, I was spending most of my time managing people, as one does in any big organization. I enjoyed it, but it was refreshing to come to Keryx and dig in.” It was a pivotal time for the company.

It had a new product that was in a Phase III clinical study — the results of which would dictate the future success of the company. Unfortunately, the data wasn’t promising, and Keryx downsized. A year after she joined the company, Beth felt the need to revisit her options. She promptly landed her position at Regeneron. “What’s unusual about Regeneron is that it’s been able to survive the ups and downs of the industry because of the high quality of its science and the broad array of programs in development,” Beth says. “Right now, the company is at a really exciting point because we have a number of different

products in the final stages of clinical development.” And with the possible advent of several new Regeneron products, Beth is preparing for a lot of overtime. “Developing marketing policies, training people on the policies, monitoring their activities, going out with sales representatives on calls…this will become a big piece of my job,” she says. But Beth is excited by the opportunities and feels that Regeneron is a happy medium between corporate giant and entrepreneurial start-up. “I feel a little bit like Goldilocks,” she explains. “Pfizer was too big, Keryx was too small. Regeneron is just right!” 

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Alumni spotlight

A knack for detail fuels Ross Rosenfelt’s quest for success

No Stress in Distressed While Ross Rosenfelt was studying law at the University of Virginia, he found himself short one elective class and was torn trying to figure out how to fill the credits. He wanted the class to be interesting, but it also couldn’t keep him in Virginia on Friday nights. He needed the weekend to visit his fiancéee in New York City. A bankruptcy law course was the answer, and he quickly fell in love with the material. “It was grounded in reality,” Ross explains. “It wasn’t just theory — the discipline centered on negotiation and flexibility.” He arrived at Paul, Weiss as a summer associate in 2001 and joined the firm full time the following year. While at Paul, Weiss, he met partners Brian Hermann and Kelley Cornish, who were key mentors to him. “Brian and I are still close friends, and he’s a fantastic lawyer,” he says. “I really sold myself on the bankruptcy group at Paul, Weiss because of people like Brian and Kelley and the small-group dynamic. It’s always been a close-knit family, and it made practicing law in a large New York law firm a bit more personal.” Born and raised in New York, Ross was always interested in the law. “I always thought — and my parents cemented this belief — that it was important to have a law degree,” he says. “Being a lawyer teaches you to think critically. But at the same time, I would be lying if I said I wanted to be Clarence Darrow, or even

expected to practice law for the rest of my life,” Ross confesses. Becoming a sportscaster like Bob Costas or even becoming a professional athlete was closer to Ross’s dreams. Nowadays, he leaves the baseball playing to the pros, but he proudly admits that “I’m about as big a New York Giants and New York Mets fan as they come, save maybe [Paul, Weiss Bankruptcy Partner] Andy Rosenberg.” After five years in the Bankruptcy Department at Paul, Weiss, Ross was ready for a change. Advising companies from a legal perspective was interesting enough, but he was captivated by the business side of the equation. Joining the distressed investing group at Deutsche Bank in 2006, Ross began to explore the nuanced world of investment analysis and evaluation. It’s work that continues to intrigue him. Distressed investing is an ideal fit for Ross’s skill set. He collects and evaluates data on potential investments for his company to buy or sell, processing this information to exploit inaccuracies in the pricing of securities on the secondary markets.

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Michael Lipsky — a talented and senior member of the distressed products group research team at Deutsche Bank — left about a year into Ross’s tenure to start a distressed investing platform. This platform, in turn, became part of Global Principal Strategies — a proprietary trading group within Lehman Brothers. In another year, Ross joined his former boss at Lehman, but another move quickly followed. “Just as soon as I figured out where the bathrooms were,” Ross jokes, “I was told that members of Global Principal Strategies were leaving to start their own stand-alone hedge fund — R3 Capital.” (Paul, Weiss, led by Corporate Partner Marco Masotti, played an instrumental role in the spin-off, representing R3.) R3, a stand-alone fund now a part of BlackRock, lives on. And Ross benefited greatly from his connections in previous work experience, as his colleagues from Deutsche Bank, Lehman and R3 were alongside him once again at BlackRock. At BlackRock, Ross is part of a team that works on what he describes as “deep-dive” analysis on distressed situations. The team includes a former Goldman Sachs bankruptcy workout specialist, a former engineer and a former investment banker who specialized in advising distressed companies. Ross primarily focuses on analyzing legal and process issues associated with ongoing and potential investments, and Lipsky oversees them all as the portfolio manager. A knack for detail is a direct result of his time at Paul, Weiss. “I’m amazed every day how people really do sweat the details at Paul, Weiss,”

PhotO: Taylor Hooper

he says. “This is not true of every law firm, and having that habit drilled into my brain from the numerous rounds of drafts of pleadings and all the markups I would get back — I think that trait has served me well.” Ross describes his role as a counselor to his own company. “I’m able to give my guidance and judgment as to where push points are in a situation, who has leverage, who doesn’t, what would happen if this company filed and this issue was litigated before this judge, because at the end of the day, interpreting these issues correctly in distressed situations can make the difference between a profitable or an unprofitable trade.” BlackRock will depend on Ross’s judgment as it launches — again with representation by Masotti — its latest venture: a new pure distressed hedge fund named BlackRock Value Credit Partners. Since moving to the client side of transactions, Ross has developed the necessary acumen to add value in a broad sense, not just in the minutiae of bankruptcy law. He cites a particular instance where the real-time nature of his work played a critical role. “Huntsman was a company which was pursued by Hexion, an Apollo portfolio company. Lots of my colleagues were betting that the merger would go through, and others were betting against it. What is fascinating about our work is that you can actually watch live developments happen right on your computer screen.” Or, rather, screens — Ross has three on his desk. During the Huntsman saga, one monitor was tuned to the trial, another kept abreast of the markets, and the third

was dedicated to buying and selling securities based on events at the trial. Instant gratification is also a perk of Ross’s new job. “As a junior associate, impatience isn’t a great trait to have,” he admits. “My work product was solid, but I caught myself wanting to cut to some of the more interesting, meaty issues that perhaps were a couple of years away.” BlackRock is the perfect forum for his restless energy. His job takes up the majority of his spare time. Often hitting the gym at 5:30 a.m., at his desk by 7:00 a.m., then working through the early evening to get home by 7:30 p.m., he makes his family the center of his attention from that point on, spending quality time with his wife and their 9-month-old son. There’s not much more time for hobbies. “I like to be lazy when I’m not at work,” he says. And who can blame him? 

Ross B. Rosenfelt Job Title: Vice President Company: BlackRock Years in Current Position: 1 Base of Operations: New York, N.Y. Years at Paul, Weiss: 4 (2002 – 2006) Passions Outside the Law: Wife Amanda Son Oliver (1)

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Alumni spotlight

Finding the “job of her dreams,” michelle riley reflects on the education and experience that helped her land it

Doing Well by Doing Good The perfect opportunity was staring Michelle Riley in the face. The ad read: “Lawyer with eight-plus years in the M&A arena, ideally well-versed in technology deals, with experience living and working abroad, cross-border deal expertise and a private equity fund formation and project finance background.” She showed the ad to a friend, who replied, “The only thing they left out was ‘is named Michelle Riley and lives in New York City.’ ” The ad was placed by COFRA Holding AG, a Swiss company that is owned by the Brenninkmeijer family, one of the wealthiest families in the world. Subsidiaries include C&A, a clothing company with locations throughout Europe, Latin America and Asia; Redevco, one of the largest retail real estate companies in Europe; Banco ibi, a consumer bank in Brazil; and two private equity businesses: the fund-of-funds Bregal Investments and Good Energies, an investor in the renewable-energy space. Michelle eagerly replied to the ad, and COFRA’s chief legal officer flew into New York from Switzerland to meet her. Over the course of the interview, Michelle realized she had another connection to the company: She had attended Oxford with a member of the Brinninkmeijer family. The next week she was invited to meet with the CEOs of Good Energies and Bregal. “After meeting with them,” Michelle says, “I would have been devastated not to get the job.”

She got the job. Or, rather, the jobs. Not only does she serve as COFRA’s North American counsel, but also as general counsel-Americas to Good Energies and counsel to all of Bregal. Her responsibilities are rendered more complex by the international range of COFRA’s holdings. The parent company has service offices in more than 20 countries — with lawyers, tax and accounting professionals in-house to assist the businesses with everything they do in the various jurisdictions. Working for two subsidiaries and their parent company, navigating novel international legal issues — challenges like these make Michelle’s job interesting. But it’s the environmental focus of COFRA that thrills her. The COFRA Group has made the transition to a cleaner environment and a cleaner economy a central objective of its business; one of the group’s subsidiaries is making a real difference by investing in early-stage

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venture capital transactions and development and project financing. Good Energies invests in solar power, wind power and energy efficiency. It found success quickly, becoming the largest shareholder in Q-Cells, the largest solar cell manufacturer in the world. Good Energies has also invested in Solarfun, a Chinese solar cell manufacturer, and roughly 35 other renewable-energy portfolio companies around the world. Not bad for a company that was founded only in the last decade. “It’s a wonderful intersection of doing well by doing good,” says Michelle. Her devotion to environmental issues has deep roots. To pay for her undergraduate degree in political communication at George Washington University, she worked for the U.S. Environmental Protection Agency from 1992 to 1994, helping industry groups find alternative technologies that would reduce their use of harmful chemicals in their everyday work. After law school at Yale, she began her legal career at Debevoise & Plimpton LLP, which shipped her off to London to work on a large transaction that leveraged Michelle’s EPA experience and her interest in environmental matters. “I thought it would be a two-month deal in London, but I ended up staying for four years, working on a lot of cross-border M&A and also doing some private equity funds formation work.” she says. In 2003, Michelle left London for Raleigh, N.C., spending a year working as counsel for John Edwards’ presidential campaign. “I learned what it’s like to be the chief lawyer in an organization,” she says, remembering the career insights she garnered from the campaign. “I dealt

Michelle S. Riley Job Title: Vice President-Legal and General Counsel-Americas at Good Energies, Inc. Company: COFRA North America, Inc. Years in Current Position: 2 Base of Operations: New York, N.Y. Years at Paul, Weiss: 3 (2004 – 2007) Passions Outside the Law: “Sailing, kayaking and hiking. I love the theater, too,

PhotO: Taylor Hooper

and travel as much as I possibly can.”

with a myriad of issues — the perfect training for going in-house later.” Doors were opening to the political world, but Michelle came back to corporate law. “I realized that I really, really missed doing deals. I missed being a deal lawyer.” When the campaign ended, Michelle refocused her attention on private practice — this time with an emphasis on M&A work. But she didn’t return to Debevoise. “I had heard about the type of work Paul, Weiss was doing in London, and it sounded exciting,” she says. “So I called [former Paul, Weiss Partner] Stuart Steingold in the D.C. office and asked if they needed anybody in London, and Stuart put me in touch with David Lakhdhir.” She joined Paul, Weiss in early 2004. While at the firm, Michelle worked closely with the General Atlantic team, assisted on several

Doosan Corporation deals and worked on Indian transactions with Lakhdhir. Michelle is ebullient about her time at Paul, Weiss. “David Lakhdhir is the most amazing person and the most brilliant lawyer, and Tarun Stewart was a wonderful mentor. I learned from the best — David, Tarun, [former Paul, Weiss Partner] Doug Cifu, Mark Perlmutter, Carl Reisner and Judith Thoyer.” Michelle left Paul, Weiss in 2007 to pursue a co-general counsel position at New York private equity fund ICON, but after the unexpected death of the firm’s founder — Beaufort J.B. Clarke, “one of my heroes and a dear and inspiring person” — the focus of the fund changed. She began looking for a new position. That’s when the perfect opportunity presented itself. Michelle spends most of her time working on matters for Good

Energies, whose mission suits her talents and enthusiasms perfectly. “We were one of the very first investors in the renewable energy space,” she explains. And in her role, Michelle is the deal lawyer she always hoped she’d be. “I’m deeply involved with all the acquisitions we do here,” she says, “and we are very involved, long-term investors. So I help negotiate and manage the deals and work across portfolio companies with management issues after we’ve closed, making sure that they are on track when it comes to our economic and environmental mission.” Michelle is emboldened by increasing social and political support for renewable energy, and she’s inspired Good Energies’ part in making clean energies profitable and widely available. “We’re helping overcome an entrenched, wasteful approach to energy,” she says. “We’re still a long way from success on energy transition. But these days, consumers care a lot more about transitioning to new energy sources. The tide will turn. There are too many people out there working to make it happen.” It’s a battle she loves to fight. “This is a perfect, perfect job. I love what I do every day,” she says. “I get up every morning excited and inspired by my company, my colleagues and our mission.” 

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Q&A

Private Practice, public service There’s a long history of Paul, Weiss lawyers who leave their practice behind to take up roles in public service as prosecutors, judges, ambassadors even as cabinet officials. Likewise, the firm has enjoyed an influx of lawyers with distinguished public-service careers, lawyers who enrich its expertise and profile.

Jeh C. johnson General Counsel of the U.S. Department of Defense

And then there’s Jeh Johnson, who has taken the synergy between public and private to a new level. Jeh refers to his career as “a revolving door between top-notch private practice and government service” with good reason. In 1988, Jeh, a young sixth-year Paul, Weiss associate, took three years out of his practice to become an assistant U.S. attorney in the Southern District of New York. He returned to Paul, Weiss in January 1992 and became partner two years later. Public service beckoned again in 1998 when Jeh was appointed general counsel of the U.S. Air Force by President William J. Clinton. Jeh’s return to Paul, Weiss in 2001 kicked off his most productive years as a partner, but he kept close ties to the political arena, working with the John Kerry campaign in 2003 and 2004 and the Barack Obama campaign in 2007 and 2008. His dedication to Obama’s candidacy — he was one of the first former Clinton officials to support the future president — has led to key roles in Obama’s campaign, his transition team and, most recently, his administration, where he serves as general counsel of the Department of Defense. We talked with Jeh about his new duties as the Pentagon’s top civilian

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lawyer, what inspired his public-service career choices and how his experiences in government positions and private partnership have enriched one another.

What made public service so important to you as a young lawyer? Well, my political awakening occurred in 1968, when Dr. King was assassinated. I hadn’t really paid attention to national affairs until then, but that set me to thinking. For the remainder of that year, I was preoccupied with King, Kennedy, the Republican and Democratic conventions, the Vietnam War, George Wallace and the reasons for his third-party candidacy and then, finally, the Apollo 8 mission in December of that year. Images matter, too. We got a color TV set that year. It all led me to think. With so much going on, how could my life, my career, be important to someone else — besides myself? Morehouse College was the final push. They teach this philosophy, and after four years, you leave as a man with a mission. I decided that I wanted to pursue a career in public service, and I went to law school hoping to fulfill that ambition. But I also wanted to work with the best lawyers I could find and learn from them. And that meant a large law firm.

In 1976 — I remember the exact date, it was December 19th — I was home from college for the holidays and my father, who understood my ambitions and would quietly steer me toward good choices, showed me an article he had read in the business section of The New York Times called “The Law Firm That Stars in Court.” It was about a unique firm with top-notch lawyers who were also public servants, who were involved in Democratic Party politics and involved in New York public affairs. And I read the article and said, “This is it. This firm combines public service with being a hot-shot lawyer. This is my law firm.” Can you guess which firm it was?

Are you having fun in your new position? Fun is not the word I would use. I am convinced this is one of the biggest and most demanding legal jobs in Washington. The job is intriguing, exciting and draining. All at once. No easy issues come to my office. If they are easy, someone else has already fixed them.

Give us a bird’s eye view of your duties. There are 10,000 lawyers in the Department of Defense, which is the largest government agency in the world. I’m also told it is one of the largest single employers in the world. I have 10 deputies, and I oversee the legal work of our JAGs, the general counsel of the Army, Navy and Air Force and the general counsel of the dozens and dozens of defense agencies that are out there. Issues range from military operations, intelligence collection, acquisition, environmental policy, fiscal law, litigation oversight and, of course, detainee affairs. That includes Guantánamo, military commissions, the Uyghurs, you name it. I testified before Congress four times in the month of July alone on reforming military commissions. My office is also responsible for drafting all the legislation that is put forth by the Pentagon.

Paul, Weiss has always tackled legal issues of the highest significance: matters that have influenced the structure of the nation’s economy, the soul of its judicial system and the quality of its public life. Public service is embedded in the firm’s DNA. The lawyers who built Paul, Weiss had been working at the heart of America’s civic life for decades, establishing their reputations by helping frame the legal issues wrought by the transformative crises of the early 20th century. Other Paul, Weiss lawyers carried that banner of service forward through to the present day. What follows is a glimpse at some of the more recognizable names in our firm’s public service tradition and a few of their exceptional accomplishments and experiences.

theodore c. sorensen Theodore (Ted) C. Sorensen, Paul, Weiss of counsel, was President John F. Kennedy’s special counsel and adviser and his chief speechwriter. His role in the Kennedy administration highlighted his skills as a wordsmith, policy advisor and special legal counsel. The communications he drafted for President Kennedy to send to Soviet Premier Nikita Khrushchev during the Cuban Missile Crisis helped avert a nuclear war with the Soviet Union. A sought-after speaker on international relations and foreign policy, Sorensen, as a partner at Paul, Weiss, was called upon to act as a trusted advisor to governments around the world after he left the White House. His latest memoir of the 11 years he spent with President Kennedy, as well as his 40 years as a Paul, Weiss partner, Counselor: A Life at the Edge of History, was released in May 2008. It is a New York Times best seller and is now out in paperback.

Adrian W. DeWind Adrian W. “Bill” DeWind served as partner from 1948 until his retirement in 1984. As a lawyer for the Treasury Department, DeWind was a major contributor

to the drafting of legislation that shaped the postwar federal tax code, and he also famously served the nation as chief counsel for the Subcommittee on Administration of the Internal Revenue Laws of the House Ways and Means Committee (the “King Committee”), which regularly made front-page news during 1951 and 1952 by investigating corruption in the Internal Revenue Service. He taught at New York University School of Law from 1947 to 1955 and was a long-serving trustee of the New School. He advised Presidents Kennedy and Lyndon B. Johnson on tax policy and contributed to a variety of social justice and advocacy organizations, including the NAACP Legal Defense Fund, Human Rights Watch, Americas Watch, the Natural Resources Defense Council, the Revson Foundation, the Nation Institute, the Committee for Public Justice, the New World Foundation, the National Coalition Against Censorship, New York Lawyers for the Public Interest and the Lawyers’ Alliance for Nuclear Arms Control.

Honorable A. Leon Higginbotham, Jr. Renowned civil rights advocate and federal judge A. Leon Higginbotham, Jr. joined Paul, Weiss as of counsel in 1993, remaining at the firm until his death at 70. As chief justice of the U.S. Court of Appeals for the Third Circuit in Pennsylvania, Higginbotham was only the third

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Q&A

African-American to serve as chief of any circuit court and that was the first AfricanAmerican judge to serve on the U.S. District Court for the Eastern District of Pennsylvania. A recipient of the Presidential Medal of Freedom, Judge Higginbotham was an unyielding advocate for civil rights. Growing up in segregated Ewing Park in Trenton, N.J., his experiences as a college student and as an alumnus of Yale Law School gave him firsthand knowledge of the pain of racial prejudice. It would become his life’s passion to help the needy regardless of race. He served as president of the Philadelphia chapter of the NAACP from 1960 to 1962.

Arthur L. Liman Widely regarded as one of the greatest trial lawyers of his time, Arthur L. Liman was a partner at the firm from 1969 to 1997. He became a household figure through his appearances as chief counsel to the Senate investigations of the Irancontra affair in 1987 — in particular his legendary questioning of Marine Corps Lieutenant Colonel Oliver North. He first took public service leave from Paul, Weiss in 1961, when he worked as an assistant U.S. attorney in the office of Robert Morgenthau. Ten years later, Liman was appointed chief counsel to the McKay Commission, which investigated the highly publicized inmate uprising at Attica state prison. His experience with the case and the report he and his colleagues published describing the riots, encouraged the prison reform movement. Following his experience at Attica, he served as president of the Legal Aid Society for two years as well as chair of the Capital Defender Office in New York. Liman also served in several capacities for the City of New York, including an appointment by Mayor Edward Koch to head a commission investigating fraud in the city medical examiner’s office.

honorable judge simon h. rifkind Perhaps no other Paul, Weiss lawyer figures as prominently in its history as Judge Simon H. Rifkind, who was partner and leading light of the firm from 1950 until his death in 1995. Before becoming a judge, Rifkind served as legislative secretary to New York Senator Robert F. Wagner from 1927 to 1933. While working with Wagner, he helped create important aspects of New Deal legislation, including Section 7(a) of the National Industrial Recovery Act. In 1941, Rifkind was nominated by President Franklin D. Roosevelt to the U.S. District Court for the Southern District of New York. In 1945, Rifkind took a leave of absence from the bench to serve as an adviser to the Theatre Commander of U.S. forces in Europe, helping Holocaust survivors in the aftermath of World War II. For his work, he was awarded the Presidential Medal of Freedom by President Harry S. Truman. In 1956, the U.S. Supreme Court appointed Judge Rifkind to mediate several western states’ claims on the Colorado River. He was later appointed by President Kennedy to lead an examination of railroad labor problems throughout the nation.

lloyd k. garrison A partner at Paul, Weiss from 1946 until his retirement in 1974, Lloyd K. Garrison, greatgrandson of William Lloyd Garrison, the well-known abolitionist, served the nation on countless occasions. After Garrison led several successful fraud investigations for the Association of the Bar of the City of New York, President Herbert C. Hoover appointed him as an assistant attorney general to investigate and propose reforms of the

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bankruptcy laws. These assignments, among others, led to a prominent career in public service in the 1930s, including his contribution in part to establishing the National Labor Relations Board and his assistance in the creation of the National Labor Relations Act of 1935. Other positions in the government throughout his career included special assistant on bankruptcy law to Attorney General William D. Mitchell, special mediator appointed by the U.S. Supreme Court between the State of Georgia and railroad companies, board member of the New York City Board of Education and its president from 1965 to 1967. Known for his longtime membership in the American Civil Liberties Union, Garrison defended poet Langston Hughes and playwright Arthur Miller when they were subpoenaed by the House un-American Activities Committee.

Randolph e. paul Randolph E. Paul, Paul, Weiss partner from 1946 to 1956, is widely recognized as one of the architects of modern tax law. An innovative thinker in the early days of federal income tax, Paul joined the Treasury Department immediately following Pearl Harbor, rising to the position of general counsel and acting secretary for foreign funds control. He is credited as the chief author of the Revenue Act of 1942, which transformed federal income taxation from a modest program affecting only a small percentage of the population into a broad-based progressive system collected at the source through the introduction of payroll withholding. Soon after leaving government service, he agreed to join what became Paul, Weiss, Wharton & Garrison. He twice took leave to serve as special advisor to President Truman and in private practice continued to influence tax and fiscal policy. He remained with the firm until 1956 when he died while testifying before a joint congressional committee on budget issues. 

From Paul, Weiss to the Department of Defense — that’s quite a transition. It was, but I had two things going for me. I had previously held the GC position at the Air Force under President Clinton, so I wasn’t a stranger to the Pentagon like I was back then. Secondly, I had been working on the transition team for President Obama, so I was tasked with looking into the legal issues that DoD was grappling with. What’s amazing is that I am now familiar with all of our military operations around the world. The general counsel must review them and make sure they comport with domestic and international law — with U.S. domestic law, with the laws of war, with international law and with our treaty obligations. It’s my single biggest task, and it’s the most important thing I do.

Those issues were of central importance to the Obama campaign. I’m proud to say that the rule of law is a cornerstone of this administration’s national security policy. And that he ran on those issues, and he’s following through on them. We believe that abusing human rights, violating the rule of law, ignoring the treaties we’ve signed, torture of prisoners — all of these things serve to undermine our efforts to combat international terrorism. Because human rights abuses are used by terrorists as recruitment tools.

How do you approach an enormous undertaking like that? You start work at 6:00 a.m. My second week on the job, I went down to Guantánamo Bay for a day trip, and a little later I went to Iraq and Afghanistan and spent a week in both countries. There was a Taliban rocket attack at the base where I was staying in Afghanistan while I was there. Landed about 500 feet from where my head hit the pillow. Oddly enough, I got a good night’s sleep that night. The trip gave me the necessary first-hand account of what we are doing there.

And what did you take away? Simply put, there are no easy answers. Our number one guiding principle is and should be safety of the American people. National security first. The second principle is keeping our policies toward detainees consistent with U.S. domestic law and international law. Third, we’re concerned with preventing acts of recidivism when prisoners are released from Guantánamo. You don’t want them to go back to the fight. These are all very challenging goals, and striking the right balance between them is not an easy job. Having said that, the president has taken numerous concrete steps to put our policies on firm legal and moral ground. On his second day in office, he signed an executive order to close Guantánamo within the year. We are in the middle of a process to review each detainee’s case on an individual basis and set up an Interagency Group to do it — tapping prominent members of the Defense, Justice and State Departments and the intelligence community. The president also signed another executive order banning torture from interrogations, so we’re busy reviewing and revising all of our detention policies to make sure that they’re up to this standard. It’s fair to say that I’m intricately involved in all of this work on an almost daily basis. So we believe in getting it right when it comes to Guantánamo, when it comes to detainee affairs, when it comes to interrogation, when it comes to how we engage in counterterrorism activities. And the president believes that effectively combating international terrorism and adhering to the law are not inconsistent. You can do both. You can pursue both at the same time. And when you adhere to the law, you’re promoting American values, which is good on an international level. That’s our basic philosophy.

Over the years, how have your private practice and public service experiences reinforced each other? On a certain level, training at a place like Paul, Weiss helps you prepare for just about anything. We like to tell ourselves that anyway. Because it teaches you how to write clearly, how to do careful research, how to be methodical — all skills and habits I needed when I became an assistant U.S. attorney. Because when I started at the Department of Justice, I didn’t know a thing about how to try a case. Conversely, public service helps develop skills which enrich your private practice. Coming back to Paul, Weiss after being an assistant U.S. attorney meant I was personally acquainted with judges, I knew the rules of evidence, I knew criminal law, I knew how to try a case, so it was a great launching pad for becoming a trial lawyer. But on a deeper level, transitions between private practice and public service provide perspective.

On a personal level, how has the transition back to Washington been? Long. I basically started down here almost full time right after the election, working on the transition team. Shortly before Christmas, I met with Secretary Gates about becoming his general counsel. My confirmation hearing was January 15, before the inauguration, and I was one of the first appointees of the new administration. Susan and I bought a great house in Georgetown, Jeh Jr. and Natalie are placed in good schools here. We are keeping our house in Montclair, New Jersey and will visit there some weekends. The president has Camp David. I have Camp Natalie.

What do you miss most about Paul, Weiss? My colleagues, obviously. Mentoring and teaching the younger lawyers about the practice, the profession and the careers they might like to have. Friday-evening cocktail parties. We don’t do those at the Pentagon. 

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NEW PARTNER

Robert D. Goldbaum After several years as a principal at asset management

firms, Rob Goldbaum returns to private practice as a partner at Paul, Weiss. Why did he decide to join Paul, Weiss? “I’d have to say the decor,” he deadpans, looking around at his bare, yet-to-be decorated office on his second day as partner. “But if you pressed me,” he adds with a smile, “I’d tell you that I needed to get back to my roots.” After three years working in asset management, Rob is thrilled to return to the law and to be making that return at a firm he admires. “I missed being an advisor and a counselor to multiple asset-management clients on transactions and other facets of their businesses,” he says, “and it was important for me to be with a firm that carried a strong sense of brand and reputation. “In my experience with clients on deals, I find that people want to hire the lawyer they want to hire, provided that they are associated with a firm with stature in the area. And the Paul, Weiss brand and investment management group are world-class.” In particular, he wanted to join a firm with a strong private fund formation practice and significant experience with asset-management transactions. Since 2006, Rob had

been keenly aware of the presence — and importance — of asset-management transactional capabilities within law firms: He was reliant on them as a client at Affiliated Managers Group and HighView Investment Group. He didn’t grow up expecting to become a lawyer. Raised in a family filled with attorneys — his mother and sister are lawyers, as were his grandfathers — he gravitated toward the sciences, thinking about becoming a physician. He became a biology major at Cornell. “Over the course of the first couple of years there,” he remembers, “I discovered that, despite my strong interest in science, I had an unfortunate trait for a young doctor: I couldn’t stand the sight of blood!” The family trade was calling. When he finished his degree at Cornell, he enrolled at the University of Chicago Law School. He was an enthusiastic student — “I really enjoyed law school,” he says. “If I could have stayed there longer, I probably would have!” — and he still thinks about returning to teach. He spent his first year in private practice as a litigator but quickly decided that corporate transactional

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work was more appealing. In more than 13 years of corporate practice at Simpson Thacher & Bartlett, Rob honed his skills on private equity deals and leveraged buyouts for Blackstone and other financial sponsors. He also worked closely with the investment management practice to build a specialized transactional capability. Asset-management transactional experience, combined with his private equity work, gave Rob a relatively unique skill set that was in greater demand as the ‘90s drew to a close. In 1997, three years before he became a Simpson partner, Rob began representing AMG on its new investments. The Boston-based company, which is a frequent acquirer of stakes in asset-management firms, relied on Rob for more than a dozen deals over the next decade. His efforts so impressed the company that AMG asked him to join in 2006 to focus on new investments as a principal. Rob obliged and relocated to Boston, joining AMG as senior vice president of new investments. In late 2007, Ralph Schlosstein, the president and a co-founder of BlackRock, got in touch with Rob. He was leaving BlackRock to create a new investment management firm that would focus on acquiring minority stakes in alternative-asset managers. Would Rob join him? The company, HighView Investment Group, was launched in 2008, closing the first tranche of its financing from a number of founding investors in September. That’s when the financial crisis hit. Schlosstein and Rob determined earlier this year, after reviewing their strategy and the changed financial industry landscape, to release the founding investors from their capital commitments and pursue other opportunities.

Robert D. Goldbaum Job Title: Paul, Weiss Corporate Partner Wife: Lisa Children: Andrew (8) and Ashley (6) Base of Operations: New York, N.Y.

PhotO: E. LEE WHITE

Passions Outside the Law: Poker (“I’m a no limit hold-’em aficionado”), spending time at the beach and bike riding.

Rob made up his mind to return to work as a corporate lawyer. “I knew that the ideal firm to join would have a strong private funds formation practice,” he says, “which leads to a lot of synergy and client overlap with a transactional practice in this space. And a terrific brand with great professionals was also critical to my decision.” At the suggestion of a mutual friend at Evercore Partners, he met with Corporate Partners Bob Hirsh and Paul Ginsberg. Paul, Weiss quickly became his firm of choice. “It was a perfect fit,” he remembers. “The investment management practice at Paul, Weiss has a significant

history of transactions in my areas of strength. Between Ariel Deckelbaum, Paul Ginsberg, Bruce Gutenplan, Jeff Marell and Ken Schneider, Paul, Weiss has done a number of significant deals in the asset-management industry. Quellos’s sale to BlackRock, Avenue’s sale of a minority interest to Morgan Stanley, the spinout of Trilantic, the spinout of R3...” Rob has hope that his move to Paul, Weiss will help the firm develop an integrated business development approach between lawyers working in several facets of investment management.

“It’s an interesting time in the practice of high-end mergers and acquisitions law for the asset-management industry. The industry obviously is in significant flux,” Rob says. “There has been a lot of dislocation, and many historical buyers of asset managers have now become sellers because of balance sheet pressures. Teams and businesses are looking to spin out of larger institutions, and a number of independent firms are looking for strategic alliances. “One of the types of transactions that I find most interesting is minority investments in alternatives firms,” he says. “When an outside financial or strategic buyer wants to purchase less than a majority stake in a firm, they want a piece of the business, but in connection with buying that stake, they also take significant steps to help the business move forward. “Often, when these deals are launched, they are motivated by purchase price and financial considerations,” he maintains. “But by the time you get to the finish line you’re really helping to institutionalize the business and enhance value for everyone.” How has Rob prepared for his return to private practice? “I’ve started to represent a number of my former clients in connection with a variety of matters,” he says. “I’m also planning on connecting with friends and former clients of mine in the investment banking community to share with them my new association with Paul, Weiss. It’s a relationship that I’m proud to share.” 

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NEW PARTNER

Stephen P. Lamb Paul, Weiss welcomed Vice Chancellor Stephen Lamb, an esteemed member of the Delaware Court of Chancery, as partner in August 2009. Steve is no stranger to many of the lawyers roaming the halls of Paul, Weiss. Several of them have spent hours arguing in front of him in the Delaware Court of Chancery, where he recently completed a 12-year term as vice chancellor. “Mostly, the Paul, Weiss lawyers won — but now they sure are giving me a hard time about those few losses!” Steve says jokingly. “They say, ‘I argued for six hours! I moved you from the five-yard-line to the opposite end of the field, but I never got you across the goal!’ ” Despite their frustrations, Paul, Weiss partners were eager for Steve to join the firm, and soon he was convinced that it was a great place to begin the next phase of his career. “It seemed like a great opportunity,” Steve says. “I think the firm has clearly done a very good job of managing the transition to a new generation of leadership. The economic challenges around us have highlighted the many great ways the firm can provide their expertise — and most important, I found the people here to be energetic, interesting and fun.”

Steve’s arrival brings a Delaware vice chancellor’s perspective to the firm’s distinguished litigation and corporate departments; his Chancery Court experience, in-depth understanding of Delaware law and insight into the latest issues facing corporations will be of enormous value to clients who are looking for direction when facing the court. The former vice chancellor is taking on significant responsibilities in the litigation and corporate departments, which allow him to explore diverse practice areas. “I’m looking forward to diving into special committee work, too,” he says, “both in the transactional or internal corporate review context.” The son of a lawyer who focused on civil litigation, Steve always had the law on his mind as he was growing up in Ridgewood, N.J. “I learned from my father that it was an honorable profession,” Lamb says, “and it seemed like an attractive way to lead your life.” Interestingly, his father practiced before the Chancery Court early in his career. As an undergrad, he studied European intellectual history at

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the University of Pennsylvania, taking his junior year to study abroad at the University of Bristol in England. Law school followed shortly thereafter, followed by a federal court clerkship for H. Curtis Meanor in the U.S. District Court for the District of New Jersey. After his clerkship, Steve worked for two years as a lawyer for the U.S. Securities and Exchange Commission, rising to become special counsel in the office of the general counsel. He worked in various capacities: writing position memos for the SEC regarding regulations and their authority and traveling around the country to enforce and defend the legality of newly adopted regulatory policies. It was while he was at the SEC that he found himself arguing across the table from lawyers at Skadden, Arps, Slate, Meagher & Flom LLP — in Delaware Supreme Court no less — on whom he made a lasting impression. Skadden invited him on as an associate, followed by partnership from 1980 through 1995. “I focused mainly on litigation,” Steve remembers. “Back in those days, it was almost all dealdriven, but we did some other interesting things.” Among them, he represented boards of directors involved with internal investigations and other matters. After leaving Skadden, he practiced with his own small firm, Lamb and Bouchard, where he continued to establish a reputation as a leader in commercial law before he was nominated to the Delaware Chancery Court. The honor of serving on the Chancery Court was not

Stephen P. LAMB Job Title: Paul, Weiss Partner, Litigation and Corporate Departments Wife: Joyce Children: Michael (31) and Jenny (28); Grandchild Tallulah (1) Base of Operations: Wilmington, Del.

PhotO: Taylor Hooper

Passions Outside the Law: Golf

something Steve had planned for. “I honestly had no thought of applying for the job,” Steve explains. “I began to get calls from the chairman of the Judicial Nominating Commission (JNC) asking me to consider putting my name in. Eventually, I agreed.” His arrival on the court was the result of a long process. After a formal announcement of a vacancy on the court, candidates are asked to submit an application to the JNC. A number

of applications are received, and the committee pares the finalists to about three or four. “The JNC consists of lawyers and nonlawyers,” Steve explains. “It’s a cross section of people from around the state. The governor then chooses a nominee after interviewing the finalists, and that name is sent to the state senate for confirmation.” And while Steve was proud of serving his term, the change back to private practice is exciting. “It was a great

privilege to be a vice chancellor,” he says, “but I was ready to move on and pursue other interests.” One great perk of his new job is that he won’t have to leave the city he has made his home. Steve will be resident in Wilmington, helping to establish Paul, Weiss’s newest office. Wherever his work takes him, Paul, Weiss enthusiastically welcomes Steve to the partnership and is proud that he calls our firm his new home. 

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NEW PARTNER

Beth A. Wilkinson “People look back on my career now, and it all seems like a brilliant plan, but it wasn’t at all,” says Beth Wilkinson, Paul, Weiss’s new litigation partner. “It was luck, pure luck.” Every lawyer should be so fortunate. Beth, who joined Paul, Weiss in February, has enjoyed a career that any litigator would envy — a series of challenging assignments, coveted posts and high-profile victories. And while her modesty is becoming, it’s given the lie by her skill and tenacious dedication to her clients — the essential ingredients for a stellar career. Beth is well-known for her work on one of the most high-profile criminal cases the country has ever endured: the trials of Timothy McVeigh and Terry Nichols for the Oklahoma City bombing. As a prosecuting attorney, Beth made closing penalty arguments against both defendants. The cases made her a public figure and an in-demand counselor. The groundwork for Beth’s achievements in the Oklahoma City bombing trials was an ROTC program she joined while pursuing an undergraduate degree in political science at Princeton. “I spent a summer at boot camp at Fort Bragg,” Beth recalls. “I marched in the dirt, carried an M-16, fired machine guns and threw hand grenades. All the stuff that most girls do in college. And I was a member of a dance company at the same time. I had a lot of issues,” she laughs. ROTC paid for Beth’s undergraduate studies, and when she finished, she turned her attention

to the law. “I always wanted to be a lawyer,” she says. “I think at first I wanted to show my parents there’s some value in being argumentative!” Beth’s abilities were quickly recognized by the Army’s General Counsel Office, which invited her to join its honors program after she graduated from the University of Virginia School of Law. The position is awarded to two young military lawyers each year. After almost four years in the program, Beth was placed on special duty with the U.S. District Court for the Southern District of Florida, working on the case against Manuel Noriega, the former military dictator of Panama. Fortuitously for Beth, the Noriega case ground to a halt over a fee dispute, and the Army entered an agreement with the Justice Department to allow her to work in the district as a special U.S. attorney. “Not only did I work on the Noriega case, but I actually tried two cases in Miami and a case in Key West,”

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she remembers. “Two drug cases and a bank robbery. It was great fun. I just fell in love with being a prosecutor.” Beth finished her time with the Army in 1991 and secured an assistant U.S. attorney position in the Eastern District of New York, where she worked on a case that presaged many key characteristics of the Oklahoma cases. United States v. Dandeny Muñoz Mosquera was the first trial in the United States of a foreign national in the bombing of an airliner. Beth’s work on Mosquera earned her the Attorney General’s Exceptional Service Award, the Justice Department’s highest honor. Soon she was promoted to counsel to the deputy attorney general, and, thereafter, principal deputy of the department’s Terrorism and Violent Crime Section. Then came the Oklahoma City bombing and the case that brought the promising young lawyer — Beth was 34 at the time — into the national spotlight. In January 1996, Beth flew to Oklahoma City and spent the next two years steeped in what was arguably one of the most high-profile trials in the country’s history. “It was not your ordinary case,” she says. “After the bombing, people felt susceptible to attack on their own soil for the first time; the fact that the perpetrators were their own countrymen exacerbated that feeling of unease. Most importantly, there are few crimes committed in the United States with that many victims. 168 people who were killed, more than 500 injured — factoring in the economic damage, our victim list was more than 2,500 people.” When the cases concluded in 1998, Beth ended her stay at the Justice Department. On her way out, she garnered a second Exceptional

BETH A. WILKINSON Job Title: Paul, Weiss Litigation Partner Husband: David Gregory, host of NBC’s “Meet the Press” Children: Max (7) and twins Ava and Jed (4) Base of Operations: Washington, D.C. Passions Outside the Law: “Everyone in my family is a huge Washington Nationals fan. We’re season ticket

Photo: Taylor Hooper

holders and probably the only family that has five season tickets!”

Service Award for the Oklahoma trials; she remains the only lawyer to have won the award twice. Beth became a litigator at Latham & Watkins LLP, where she kicked off her new career by representing the Salt Lake City Organizing Committee in the 2002 Olympics bribery scandal. Beth’s client obtained a declination of prosecution from the Department of Justice, holding off an action against the committee. “The clients were terrific, and the work was fascinating,” Beth says. “They even let me run the torch in the official Olympic relay...I ran the torch down Atlantic Avenue in Brooklyn. It was fantastic.”

Another career highlight came when she was asked to be the lead trial lawyer in a multi-billion dollar product liability case for tobacco giant Philip Morris. She won the case against a plaintiff’s lawyer who had won $3 billion and $28 billion awards against Phillip Morris in earlier trials. After spending three more years at Latham, Beth made the move to the general counsel’s seat at Fannie Mae. She describes her time there as a wonderful learning experience, but she’s very clear about why she left. “The government put the company into conservatorship in 2008, and I wasn’t really interested in working

for the government,” she says. She began looking for a new home for her private practice, and Paul, Weiss was ready with an offer. “It all started with Ken [Gallo], whom I did not know at all — he just called me out of the blue. And it was a close call! I was close to joining another firm,” she remembers. “But Ken got me excited about the opportunities in Washington and New York, and within three days, I was having lunch with Ted [Wells], Michele Hirshman, Jay Cohen and Brad [Karp].” What made up her mind? “It’s the people and the reputation,” she says. “There’s nowhere else like Paul, Weiss. I’m part of a great litigation team working on the most important matters that clients face. It’s a privilege.” Beth is looking forward to getting back in to the courtroom. “Simply put, I want to try cases. Any case the client will let me try!” she says, laughing. “After only being here for two months, I already have a criminal antitrust case, a class action for Phillip Morris, I’m representing a law firm, and I just got asked to work for a private equity firm on a potential litigation. The variety is amazing. I’m excited to be here.” 

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of counsel

Dick Borisoff reflects on the growth and success of the Paul, Weiss corporate department

Richard S. Borisoff From the independent practitioners of the early ’70s

to the top-flight, integrated practice of 2009, Dick Borisoff has been a leading force in the transformation of the Paul, Weiss Corporate Department. His retirement last year brought to a close nearly 40 years of practice and his tenure as chair of the Corporate Department. With his trademark blend of perceptiveness, intelligence and dry humor, Dick talked to us about his career, the history of the department, client relationships and an unexpected pitfall in an otherwise enjoyable retirement.

We’ll start with the hardest question: Why did you become a lawyer? Oh, that’s easy. My mother said I could become either a doctor — which was her preference — a certified public accountant, which was my father’s profession, or a lawyer. I knew doctor was out when we had to dissect a frog in 10th grade. Horrible. I didn’t want to work with my father, and my brother was going to be a C.P.A., so I didn’t want to do that. I had no choice. There’s not much more to it than that.

You came to Paul, Weiss out of Columbia Law School, but you summered at a different firm. Why did you choose Paul, Weiss? I chose Paul, Weiss for two reasons. The first was location, location, location. Paul, Weiss was uptown, and the firm I summered at

was downtown. And downtown was depressing. The World Trade Center had not even been built. Downtown was not a very pleasant place to work. If the other firm had told me they were going to move to Grand Central 15 years later, I may have made a different decision! The other reason: When I came out of law school, it was at the very end of an era of discrimination in law firms. I arrived at the moment when religion-blind hiring by law firms became the norm. Race and gender were just beginning to enter the picture. I really thought I’d fit in better here.

Because Paul, Weiss was already an open workplace? Yes. It was different than other firms. Less buttoned up, less formal. Anyone could feel at home here.

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At my summer firm, many of the partners (who, by the way, were great people) were descended from bankers and other professionals. Aristocracy. My grandfather was a tailor from Poland.

What do you think changed the hiring practices? Law schools became completely open. There was no discrimination in law schools. That probably started in the late ’60s. And around the same time, there was the beginning of intense competition among the law firms. And if you were going to exclude law school talent for reasons of ethnicity, or religion, or gender, you were excluding a substantial part of the talent pool, and your competitors would pick them up and beat you.

What’s the big transformation that you’ve seen in our Corporate Department since you started at the firm as an associate? How has it evolved? It’s evolved into a top-rate Corporate Department. It wasn’t one when I started here. We were still a litigation firm, and corporate work was an extra service for litigation clients — for Judge Rifkind’s clients, largely. He brought in entrepreneurial people, people who were just starting out, inventive and ambitious people. And I think that attracted good lawyers who were fast on their feet and were able to adapt

when the legal landscape changed in the ’70s and ’80s. Up until that point, banks and insurance companies had longstanding relationships with firms, and those relationships were largely unbreakable. But financial institutions became much more sophisticated and decided that they would hire the best lawyers even if it meant straining the old relationships. And I think we were able to take advantage of that change — we raised our profile and brought in a lot of new work from institutional clients. And when the private equity world started to develop, we were a natural fit for that work.

Photo: Taylor Hooper

How did you approach these large institutions as they started considering “outsider” firms like Paul, Weiss? How did you prove yourself? Lawyers in the other firms had been doing the same sorts of transactions for 30, 40 years — their whole careers. And we had smart lawyers who were able to do transactions that were outside of the mainstream. It was high-risk, don’t get me wrong — at first we got hired through personal relationships. That gives you one shot to impress the client. But those relationships brought in some of our first big early clients — people like Charles Revson, who built Revlon — he came in through Judge Rifkind. We had the Book of the Month Club, which I think had been brought in through a trust and estates representation.

Who were the corporate leaders when you were a young associate? Bud Taylor, Jack Massengale, Ernie Rubenstein, Peter Haje, Sy Hertz, Len Quigley. What’s remarkable about the way these men practiced was that they seldom worked together. They all had their own practices, and they all dealt with their own clients and they did their own thing. It’s unthinkable today. But they were essentially a group of people who came together to share office space, work with the same associates and secretaries and so on.

Clearly that changed at some point. I think Time Warner did it. They were called National Kinney at the time, when Allan Ecker and then Peter Haje started working with them. And they gave us so much work that it required two very sophisticated corporate partners working in concert. But that’s the way you create innovation in a corporate practice. That’s the way you expand the relationship, and that’s the way you serve and attract larger clients. And as the larger clients started coming in, the partners had to work more closely together. But I think we kept that entrepreneurial spirit.

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of counsel

Any favorite representations of your own?

do everything we can to let them fulfill their ambitions.

ADP has been a standout client. You know, I started working on ADP matters as a second-year associate — Len Quigley was the partner. Eventually I became a partner and Len went on to work on Canadian matters, so I became more and more active with ADP. It’s been a 35-year relationship for me. By 2005, the only people left from my first days on ADP were myself and the ADP CEO, whom I met in 1973 when he was a fourth- year manager at Touche, Ross and I was a third-year associate at Paul, Weiss. I joked with him recently — here we are 30 years later — I’m still doing the same thing, and you’re the CEO of a major, worldwide company. We have a great relationship with ADP. I like clients where you become part of the client, where you communicate on an almost daily basis.

But how do you transform the trust a client places in you as an individual into a relationship with the firm as a whole?

What’s rewarding about that relationship? You know their business. And you know how the client will deal with the advice you give them. And in many ways you become a member of the management team, except you provide a perspective that is not available from insiders. And you become very comfortable with everybody you are working with. With those clients, you don’t have to constantly prove yourself. They know what they’re getting. But being a great lawyer is not enough. Corporate lawyers have to be business people. What we do is not an academic exercise. We further our clients’ business agendas. We protect our clients. We

I think as our clients get bigger, we’re developing much wider institutional relationships. The success of the client often drives the change in the relationship. Good work helps the client succeed, their success helps them grow, their growth creates more work, and they trust you with it because you’re the one who helped them get there in the first place. This necessarily draws in newer — and younger — partners and associates. Now one big challenge in all this is that the younger partner has to live with all the little things that have endeared the older partner to the client. I’ve almost always returned my clients’ calls within an hour, and that spoils them. But the key is to get the younger people in the trenches in a major transaction while the older partner is still around. Returning phone calls within an hour may seem important, and it is, but frankly, it’s not as critical as whether the younger partner can handle the important matter well and get the confidence of the client. That’s what’s crucial: steeping the new partner in the day-to-day work.

Looking back on your practice, how would you characterize it? What do you think were its strengths? This is going to sound like an easy answer, but it’s different for every client. You have to do good

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work. You have to instill a sense of confidence in your client. I learned very early on that when you keep getting asked questions that you don’t know the answer to, the way you deal with a client’s problem is just as important as what the actual answer is. You need to make your clients feel good when they ask you a question. I’ve seen very good lawyers create anxiety in their clients over their own — very good, very sound — advice. You might say I have a knack for creating confidence in my advice no matter how wrong it might be. I’m kidding, of course.

How is retirement treating you? Great. Fantastic. I’m traveling, doing a lot of reading. I’m working on my golf game. You know, every year, in the partner’s year-end reports, we’re supposed to write down our goals for next year? So I said my goal for 2009 is to have a single-digit handicap. I haven’t reached it yet, but the year is not over. Additionally, I’m president of my condo association, which is a mixed blessing at best. After many years of positive feedback, now all I hear are complaints.

So are your Paul, Weiss skills helping you there at all? Funny you should mention that. Recently, there was a litigation. I was the client. It was really frustrating. My lawyer wouldn’t return my phone calls, wouldn’t return my e-mail, wouldn’t tell me what is going on. It’s just amazing how some people practice law! 

New Partners 2009 In addition to the lateral partners profiled on previous pages, the following lawyers were elected partner effective January 1, 2009:

David W. Brown

Manuel S. Frey

David W. Brown became a partner in the Litigation Department, where his practice focuses on securities litigation, intellectual property matters and the defense of white-collar criminal and regulatory enforcement matters.

Manuel S. Frey became a partner in the Corporate Department, where his practice focuses on broad-based cross-border derivatives, structured products and hedge funds. He is involved in the structuring, negotiation and execution of financing, derivative and synthetic products and the resolution of related credit, regulatory, legal and riskmanagement issues.

Andrew J. Ehrlich Andrew J. Ehrlich became a partner in the Litigation Department, where his practice focuses on complex commercial litigation, securities litigation and regulatory defense. He has represented major financial institutions in a range of matters in state and federal trial and appellate courts, FINRA arbitrations and regulatory proceedings.

In Memoriam Adrian W. DeWind 1913 – 2009 A Paul, Weiss partner from 1948 until 1984 and former head of the firm’s Tax Department, Adrian W. “Bill” DeWind passed away on August 7th of this year in New York City. Before becoming a Paul, Weiss partner, DeWind served in the U.S. Treasury Department and became, with Randolph Paul, one of the principal authors of the revolutionary Revenue Act of 1942. DeWind’s most celebrated national role

Jacqueline P. Rubin

was chief counsel for the Subcommittee

Jacqueline P. Rubin became a partner in the Litigation Department, where her practice focuses on civil and criminal litigation, internal investigations and SEC matters. Her civil litigation experience includes antitrust disputes, securities arbitrations and class action matters.

Revenue Laws of the House Ways and

on Administration of the Internal Means Committee, dubbed the King Committee, which regularly made frontpage news during 1951 and 1952 by investigating corruption in the Internal Revenue Service. He taught at New York University School of Law from 1947 to 1955 and was a long-serving trustee of the New School. He advised Presidents John F. Kennedy and

Update your address books

Lyndon B. Johnson on tax policy and

Wilmington Office Opens Paul, Weiss is proud to announce its new office in Wilmington, Delaware, a city that is widely regarded as the seat of modern U.S. corporate law. The Wilmington office will focus primarily on corporate litigation and counseling. The new office’s address is: Brandywine Building 1000 N. West Street, Suite 1200 Wilmington, DE 19801 302-655-4410

contributed to a variety of social justice and advocacy organizations. He was a member of the American Law Foundation and, for more than a half century, the American Law Institute. He received a law degree from Harvard Law School in 1937. In 1976, The City College of New York awarded him an honorary doctorate in law.

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pro bono

Paul, Weiss’s Pro Bono efforts have helped support the growth and success of the Urban Justice Center

fighting for the disenfranchised For the past quarter-century, the Urban Justice Center has been protecting the most vulnerable of New York City’s residents. Paul, Weiss has been helping the organization execute its unique mission. In the summer of 1992, New York City’s homeless services were at a breaking point. For years, the number of homeless people had been increasing, fueled by a rise in drug and alcohol abuse, the loss of low-income housing throughout the boroughs and the release of tens of thousands of mentally ill individuals from state-run institutions during the ’80s. This flood of homeless people was crammed into an overburdened shelter system that made use of many of the city’s armories — antiquated structures that were overcrowded and unsafe. Enter Doug Lasdon, executive director of the Legal Action Center for the Homeless. Working with Paul, Weiss Partner Dan Leffell, the center (renamed the Urban Justice Center shortly after the case closed) brought suit against the city, arguing that the number of men packed into two armory shelters in Brooklyn and the Bronx was reaching dangerous levels.

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“We filed a complaint against the city and the state in state court and moved for preliminary injunction,” says Leffell. “We held a hearing, and we put on fire-safety experts and security experts. The judge gave us our injunction from the bench, which was a very positive and exciting outcome.” “It was a very important case,” remembers Lasdon. “The city shelters were violent, forbidding places, and large numbers of homeless people opted for the streets or the subways. And that was one of the reasons that the public streets and the burned-out buildings and the subways had become home to so many homeless people. And we helped to change that.” It also marked the beginning of a long, fruitful and ongoing relationship between the center and Paul, Weiss. Lasdon, a Cornell Law School graduate, created the

Judi Mukarhinda, a former Street Vendor Project organizer, and Sean Basinski, director of the project, talking to Nadir Ayub, a hot dog vendor, who was being harassed by the police.

Legal Action Center for the Homeless out of frustration with multitiered bureaucracies that served New York City’s poor in the 1980s and early 1990s. “Homelessness was a new problem for the city, and they were just slapping systems together to handle it,” remembers Lasdon. “But they did it on the cheap, they did it ignorantly, and they did it without an eye towards justice. There were serious oversights, and many people were falling through the cracks. The situation was ripe for lawyers to make a difference.” After a brief tenure working with homeless youth at New York City’s Covenant House, Lasdon was dissatisfied. “It was a big bureaucracy,” he says, “and I was having trouble bringing the cases that I thought were important.” In 1984, two years after joining Covenant House, Lasdon was invited by a smaller homeless charity, the Emmaus

Rights for Imprisoned People with Psychiatric Disabilities (RIPPD), now an independent organization, works to end the criminalization of people with psychiatric disabilities.

House of Harlem, to set up a legal office in an abandoned, burnedout building next door to the street ministry. He ran an extension cord into Emmaus’s building to provide electricity and covered up holes in the building’s walls with loose plywood. Lasdon’s early success was centered on an important insight: portability of service. “I always thought that in order to represent homeless people, you had to go to them. So I opened outreach legal clinics in soup kitchens — one of the few places that the homeless return to again and again.” The center offered a hodgepodge of basic legal services, helping the disenfranchised understand their rights, navigate a hostile bureaucracy and, if necessary, take their battles to court. “We took on the city’s practice of simply kicking young adults out of foster care,” he recalls. “It used to be that foster kids would turn 18 and get handed a

token for the homeless shelter. No intermediate steps at all. We helped change that.” Likewise, Lasdon fought to ensure that married homeless couples could not be forced to split up in order to get shelter. Lasdon’s ground-up approach worked, and the Legal Action Center for the Homeless grew. In the early days, Lasdon took the bulk of the legal work, but as time went on, he began to rely on lawyers from prominent firms across the city. “After a year or so, I had three class actions going simultaneously,” he says. “I couldn’t do that all on my own!” So the center came to rely on the generosity and capabilities of private firms. But the center didn’t just grow during the mid-90s; its focus changed. “From our original emphasis on the homeless, we were branching out into other legal issues that involved the poorest and most neglected in the city,” Lasdon says. “We started

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pro bono

Doug Lasdon, executive director of the Urban Justice Center

a domestic violence project and a mental health project and an LGBT Youth project.” Lasdon changed the name to the Urban Justice Center. “It was a way of letting everyone know that we served many different communities and constituencies.” No matter which constituency the center serves, its grass-roots pedigree and street-level focus have fostered an approach that sets it apart from other charities. “Almost all advocacy groups are top-down,” Lasdon explains. “They have big budgets, they might get one huge grant and then they decide on their priorities.” The center, he maintains, is different. “We’ve never had a really big donor. We still don’t. So what we look for are individuals who are smart and dynamic and highly motivated and who have some special project in their heart that they want to work on.” This staff of lawyers, each of whom runs or assists a center program, raises the money for their

projects and procures legal and logistical support from the center and the many law firms, especially Paul, Weiss, that donate their resources. Since Leffell’s original work with the center on the armory cases, the firm has been busy helping Lasdon and his staff tackle other important issues. Leffell helped the center fight Mayor Rudy Giuliani’s attempts to round up homeless men in the late ’90s and went on to serve on the center’s board for several years. Litigation partner Marc Falcone first worked with the center in seeking alternative foster housing accommodations for gay, lesbian and transgendered youth in the custody of the New York City child welfare system. Many of these young people were being routinely abused by their fellow foster children and even the adults who were entrusted with their care. Most recently, Falcone, who took over Leffell’s board position at the center in 2002, partnered with Lasdon to challenge the decades-long neglect of a welfare benefit provision in the New York State Constitution. The provision commits the state government to the “aid, care and support” of the needy; however, the levels of support that any needy individual or family could expect to receive under the provision had been fixed for almost 20 years. Since 1990, for instance, the basic monthly grant has remained at $291 for a family of three ($3,492 per year). In the intervening years, inflation has increased by more than 65 percent.

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“The state, which has a constitutional obligation to provide for the aid, care and support of the needy, allowed inflation to eat away at the basic welfare grant for 20 years without even considering whether the grant remained reasonable in light of the actual costs of a sound, basic standard of living,” Falcone says. “As a result, the state failed to fulfill the constitutional mandate.” While the case is ongoing, positive changes have occurred: Governor David A. Paterson recently signed into law a 10 percent increase of the benefit every year for the next three years. The center continues to seek out disadvantaged and neglected communities that other organizations and local government agencies miss or ignore. “We have projects that protect the legal rights of street vendors, veterans and military service members, the mentally ill, sex workers and victims of domestic violence,” says Lasdon. “Any group that does not have a voice.” And while Paul, Weiss doesn’t work on every project for the center, it has played an integral role in the organization’s growth, its success and a string of court decisions that have made a positive impact on the legal rights of citizens who mostly are overlooked. “Paul, Weiss has been great for the center,” says Lasdon. “It’s been a great partnership. The firm’s resources and intelligence and knowhow have added tremendously to our work and to our community.” 

EVENTS of the YEAR 1

Diversity Networking Reception 1 More than 600 guests attended our seventh annual Diversity Networking Reception on July 22 at Jazz at Lincoln Center

2 Associates David Clunie and Kerry Quinn; alumnus Josh Rothstein, special assistant at the U.S. Department of Defense; Counsel Anne Raish; and Associate Michael Klunder 3 Partner Judith Thoyer with Summer Associates Kate Belzberg, Michael Wagman and Jesse Dallal 4 Alumnus Jeh C. Johnson addresses the crowd 5 Partner Patrick Campbell; and guests Richard Nelson of Bank of New York Mellon and Hervé Gouraige of Epstein, Becker and Green, P.C.

6 Partner Ted Wells, Partner and Firm Chair Brad Karp; alumnus Jeh Johnson, general counsel of the U.S. Department of Defense; Partner Meredith Kane; and Associate Robert Harmon 7 Guests Vany Vargas from Con Edison and Jemel Liverpool from Ohio Northern University College of Law

8 Summer Associate Camele-Ann White; Associate Stephen Friend; Summer Associate Jennifer Lambert; and Paul, Weiss SEO Intern Kelli Newman

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The Global Economic Crisis: Challenges and Opportunities On May 7, 2009, Paul, Weiss hosted a special CLE event at the Essex House in New York. The panel addressed the global economic crisis and the proposed regulatory and governmental initiatives under consideration in various jurisdictions.

1 Attendees incuded clients, general and in-house counsel and company executives 2 Special guest P.J. Mode, special counsel at Citigroup; and Partner Charles Davidow 3 Partner Mark Bergman 4 Partners Terry Schimek and Brad Karp 5 Partner Marco Masotti

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PHOTOS: E. LEE WHITE

Honoring Alfred Youngwood On October 28, 2008, the firm held a reception honoring retiring Chair Alfred Youngwood and welcoming new Chair Brad Karp.

1 Of Counsel John McEnroe, Ted Sorensen, David Washburn; and alumna Diane Knox, senior counsel at Mitsubishi International Corporation 2 Retiring Firm Chair Alfred Youngwood addresses the guests

3 Clients and friends gathered at 583 Park Avenue to celebrate Alfred Youngwood and send best wishes to his successor, Brad Karp 4 Partner Kenneth Gallo; alumnus Alexander Vasilescu, regional trial counsel at the U.S. Securities and Exchange Commission; and Partners Mark Underberg and Bruce Birenboim

Photos: Rick kopstein

5 Passing the torch: Alfred Youngwood embraces Brad Karp

6 Guests Peter Moskowitz, vice president at Reservoir Capital Group, Celia Felsher, general counsel and chief operating officer at Reservoir Capital Group, and Barry Radick, director at Huron Consulting Group

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5 4

Holiday Party 2008 1 Alumni Peter and Helen Heineman Haje 2 More than 80 alumni celebrated the holidays with us at our annual party at the Marriott Marquis Hotel in New York

3 Alumni Heather Reid, associate at Franklin Weinrib Rudell & Vassallo, PC; Juanne Renee Harris, director of legal affairs at Tribeca Enterprises; and Michelle Kahl-Parham of Citigroup 4 Associates Rachel Altfest, Josh Rothstein; and alumnus Will Shuman 5 Partner Aidan Synnott and alumnus Rick Antonoff, partner at Pillsbury Winthrop Shaw Pittman LLP 6. Alumni Carl McCarthy, associate at Shearman & Sterling LLP; George Flowers, senior commercial counsel at Schering-Plough Corporation; and Stefanie Fleischmann, general counsel of Bicent Power LLC

7 Alumni Riva Horwitz, David Speiser of The Related Companies, L.P.; and Partner Meredith Kane 8 Associates Michael Roberts, Robert Harmon; alumnus Yossi Subar; Associate Sarah Wong; and staff member Sandette Raysor 9 Alumna JaneAnne Murray and Counsel Didier Malaquin

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Big Apple Circus On January 11, 2009, Paul, Weiss lawyers, alumni, staff and their families enjoyed a day at the Big Apple Circus.

1 Alumna Colleen Codey with her husband, Edward Hughes, and daughter Kelly

2 Partner Chris Boehning serves as ringmaster with son Julian 3 Paul, Weiss staffer Rachel Segal and family 4 Partner Marc Falcone with his wife, Caitlin Halligan, and daughter Anna 5 Counsel Scott Grader and daughter Lulu 6 Partner Carl Reisner and daughter Jenny

PHOTOS: RICK KOPSTEIN

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China Offices Outing Members of the Paul, Weiss Hong Kong and Beijing offices held their annual retreat this year in Huizhou, China.

1 Partner Jeanette Chan; Summer Associate Tian Tian; and China Law Consultant Iris Wang

2 China Law Consultant Yi Hu; Associate Wei Chen; China Law Consultant Qi Xu; and Translator Holly He 3 Team-building competition — “The Castle of Our Future” 4 Paul, Weiss team photo 5 China Law Consultant Iris Wang; Associate Amy Chau; Paralegal Jackie Chung; Associate Mable Law; China Law Consultant Lily Zhuo; Summer Associate Tian Tian; and Partner Jeanette Chan, prepare for karaoke 6 Partner Jack Lange urges the troops to victory

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alumni notes 1940

1955

1967

The Legion of Honor was presented to Mortimer by French Minister of Defense Herve Morin in March 2009 at the Embassy of France in Washington, D.C. He also received the William J. Brennan, Jr. Award in 2009 at the National Trial Advocacy College ceremony held at the University of Virginia School of Law and the Federal Bar Association Section on Taxation Kenneth H. Liles Award in March 2009.

Of counsel at Fried, Frank, Harris, Shriver & Jacobson LLP, William recently testified before the Senate Finance Committee on tax-exempt organization issues. This testimony appeared in Tax Notes, The CPA Journal and Exempt Organizations Tax Review. He also published the third of his electoral college studies, “Senate Election of the Vice President, House Election of the President,” in the February 2009 issue of the Journal of Constitutional Law.

Ted has been professor of law and dean emeritus since 1997 at the University of New Mexico School of Law and has spent the past 12 years working overseas in Vietnam, Madagascar, Montenegro, China, Eritrea and Afghanistan. He completed his fifth assignment in Afghanistan in February, working with Afghan judges, law professors and students. He has three lawyer sons, five grandchildren and a very patient spouse.

1958

1972

Mortimer Caplin

1947

Richard Lane After 20 years in private practice, 20 years as a judge in the New York City Civil Court and 18 years-plus at Legal Services for New York City in the Bronx, Richard Lane finally retired at the end of 2007. He is unable to sit still, however, as he is volunteering as a guardian ad litem in the New York City Housing Court.

1948

Honorable Louis Pollak Judge Pollak received the American Inns of Court’s 2009 Professionalism Awards for the Third Circuit in May 2009. Third Circuit Professionalism Awards honor a senior practicing judge or lawyer whose life and practice display sterling character and unquestioned integrity coupled with ongoing dedication to the highest standards of the legal profession.

William Josephson

Theodore Parnall

Anthony McClellan

James Ponsoldt

Former Paris office Counsel Anthony McClellan, happily retired, is serenely entering his 85th year.

Jim recently retired as the Joseph Henry Lumpkin Professor of Law at the University of Georgia. He occasionally teaches part-time at Georgia and elsewhere while consulting in the areas of corporate governance, business crime and antitrust. He has also become involved in developing screenplays.

1959

Duncan Cameron Duncan recently organized a mediation service company with his colleagues. Called Global InterMediation, it is a panel of 16 mediators in different parts of the world that helps resolve international commercial disputes.

1963

Jeremiah Ginsberg Jeremiah and his wife, Wendy, are working on a production of their award-winning musical, “Mendel & Moses,” for Broadway. They originally produced the musical at the Century City Playhouse in Los Angeles and the Canon Theatre in Beverly Hills for four months in 1997 to outstanding reviews. Jeremiah wrote the music and lyrics and also directed the production.

1976

Ricardo Seeber Ricardo is the proud grandfather of Ricardo Clemente Seeber, who is 5 months old.

1980

David Pierce David has joined the board of ACCION International, the global not-for-profit microfinance organization, and continues to serve as chief executive officer of Squadron Capital Advisors Limited, which was named “Best Fund of Funds in Asia 2008” by Private Equity International — the second time the company has won the award.

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Steve Seiler Steve is happy to report that he has just set up a new biotech company — AesRx — for the development of a therapeutic treatment for sickle-cell disease. Steve is the proud father of daughters Morgan and Blair.

1982

Janet Hoffman Janet has spent the last few years teaching legal English to LL.M. students at New York University School of Law who are from other countries. In June 2009, she presented on a panel at the Global Legal English conference at Georgetown University Law Center. She continues as co-counsel to the Coalition for Intellectual Property Rights, a public/private partnership whose members come from companies with active business interests in the independent states formerly comprising the USSR. She also serves on the Subcommittee for Eastern Europe and the CIS of the Dilution and Well Known Marks Committee of the International Trademark Association.

1984

Herbert Nass Herbert’s new book 101 Biggest Estate Planning Mistakes will be published in November of 2009. The book details what one should not do when administering an estate, or setting up an estate plan.

1988

1996

Richard was honored to receive California Lawyer magazine’s 2009 California Lawyer Attorney of the Year (“CLAY”) Award for extraordinary achievement in environmental law in 2008 for work on the Tejon Ranch agreement. The agreement provides for permanent protection of 240,000 acres of the historic Tejon Ranch in what has been called one of the largest conservation deals in California history. He and his colleagues led negotiations on behalf of a coalition of major environmental organizations, including the Sierra Club, the Natural Resources Defense Council, Audubon California, the Planning and Conservation League and the Endangered Habitats League.

Firoz left his post as managing director of the General Counsel Roundtable and the Audit Committee Leadership Forum to launch a business dedicated to sustaining growth for high-performing law firms.

Richard S. Taylor

1992

Firoz Dattu

David Reiss The faculty at Brooklyn Law School recently voted to grant David tenure promotion to full professor of law.

1997

Marci Gordon Marci Gordon was named a partner in the Real Estate Department of Ballard Spahr Andrews & Ingersoll, LLP

David Siegal

Laura Menninger

After almost 10 years as an assistant U.S. attorney in the criminal division of the Southern District of New York, David recently moved to the New York office of Haynes & Boone LLP as a partner in the Litigation Department.

Laura joined the White Collar Practice Group at Holland & Hart LLP, where she is handling federal and state criminal and civil matters.

1995

Deborah Reiss Deborah would like to thank her former colleagues and friends at Paul, Weiss for their support and concern when her former employer Bear Stearns was acquired under difficult circumstances by J.P. Morgan. She is proud to be affiliated with J.P. Morgan, supporting its prime brokerage business.

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Beat Sonderegger Beat rejoined the Tax Department of Ernst & Young Switzerland, where he works out of their office in Zug.

1998

John Connon In November 2008, John was named one of Canada’s “Top 40 Under 40” lawyers by Lexpert magazine.

Brendan O’Neill

Damien Crossley

Brendan is a partner in the Corporate Restructuring Group at Goodmans LLP in Toronto, Canada. In 2008, he represented the Pan-Canadian Investors Committee that led the successful restructuring of Canada’s $32 billion market in asset-backed commercial paper, recognized by The American Lawyer magazine as “the largest and by far the most complex restructuring in Canada’s history — the only privately negotiated workout of an entire market anywhere in the world.”

Damien became a partner at Macfarlanes LLP in London in May 2009.

David Polgreen David was elected partner at Maslon Edelman Borman & Brand, LLP in Minneapolis, where he focuses his practice on mergers and acquisitions, private placements and public offerings of securities.

Andrew Weinstein

George was named to the “Rising Stars” list for 2009 for his work in bankruptcy and creditors’ rights by Law & Politics, which publishes the annual North Carolina Super Lawyers magazine. Besides bankruptcy law, he also practices general commercial litigation and antitrust law.

2000

2001

Michael became a partner at Goodmans LLP in Toronto in January 2009.

In April 2009, Eli and his wife, Ashley, welcomed baby Ethan Emmanuel into their family. Eli was promoted this past fall to associate professor at the University of Denver Sturm College of Law. His recent scholarship includes The Rise and Fall of the WASP and Jewish Law Firms, 60 Stan. L. Rev. 1803 (2008); Notes from Tsinghua: Law and Legal Ethics in Contemporary China, 23 Conn. J. Int’l L. 369 (2008); and Taking AttorneyClient Communications (and therefore Clients) Seriously, 42 U. S. F. L. Rev. 747 (2008).

George Sanderson

Michael Bertrand

Richard Agabs Richard and his wife, Joanne, are happy to announce the arrival of a healthy baby boy, Maksim Chase Agabs, on August 3, 2008. All are doing well.

Nyasha Laing Nyasha has recently completed a film titled Punta Soul through her company Paranda Media, LLC. She also works with The Global Parish Project, a Belize-based collective of writers, filmmakers and activists whose vision is inspired by the culturally diverse people of the Caribbean.

Dilshad Marolia After more than six years at Paul, Weiss in the Litigation Department, Andrew is vice president and counsel at AllianceBernstein L.P., providing legal and regulatory advice to the sellside broker-dealer business Sanford C. Bernstein & Co., LLC, including research and equity and options trading. He and his wife welcomed their second daughter, Colombe, into the world in December 2008. Older sister Lily is almost 2 1/2.

1999

2002

Eli Wald

Dilshad and her husband, Zal Dabhoiwala, welcomed their first child, a boy, Zerxes Dabhoiwala-Marolia, on July 3, 2008. They love being parents.

2005

Thomas Rosenstock After leaving Paul, Weiss in January 2008, Tom spent six months traveling and set up a private practice in Afghanistan. He is a consultant on commercial contracts and is, to his knowledge, the only practitioner in the country as the domestic legal profession has very little experience with complex contracts. In connection with this work, he has advised Afghan companies, international companies, NGOs, the Central Bank of Afghanistan and completed work for USAID — including putting together a conference on commercial contracts in February 2009. That was the first of its kind.

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