Corporate

The Firm's Corporate and Securities Department provides a full range of legal services in business matters, including general company representation, mergers and acquisitions, public offerings and private placements, emerging company/venture capital issues and alternative investment transactions. The Firm's Corporate and Securities Department consists of approximately 25 attorneys.

Mergers and Acquisitions

Over the past few years the Firm has been involved in many significant merger and acquisition transactions. We advise clients on all aspects of acquisitions, ranging from antitakeover strategies, responding to acquisition offers and advising proxy contestants, to structuring acquisitions, making acquisition offers and arranging public and private financing. In our Mergers and Acquisitions practice, we have represented both bidders and target companies in all types of transactions, including friendly and hostile takeovers, and have handled exchange offers, going private transactions and various multi-step acquisitions of all sizes.

The Firm has been involved in many large high profile transactions. For example, the Firm represented MGM MIRAGE in its acquisition of Mandalay Resort Group. Also, the Firm recently represented Metro-Goldwyn-Mayer, Inc. in its acquisition by a consortium led by Sony and Tracinda Corporation in connection with its tender offer for General Motors common stock. The Firm also represented MGM Grand, Inc. (now MGM MIRAGE) in connection with its acquisition of Mirage Resorts, Inc.

In addition, the Firm represented Gores Technology Group, a privately held buyout firm, in connection with its acquisitions of VeriFone from Hewlett Packard and the personal computer business from Micron PC. The Firm has also represented Gores Technology Group in connection with other acquisitions of technology businesses, including the acquisition of The Learning Company from Mattel, Inc.

The Firm has also been involved in many smaller transactions as well. For example, the Firm represented Million Dollar Video in a sale of a 300 Spanish language film library to Univision and the Firm represented Nigro, Karlin & Segal and Philpott, Bills & Stoll, business management firms, in connection with their acquisition by Assante Corporation. As a result of the Nigro, Karlin & Segal and Philpott, Bills & Stoll transactions, the Firm was retained by Assante Corporation to represent it in its acquisition of Steinberg, Moorad & Dunn, Inc. and another sports agency. The Firm represented Santa Barbara Restaurant Group (La Salsa) in its acquisition by CKE Restaurants (Carl's Jr.).

Public Offering and Private Placements

The Firm has extensive experience in public offerings and private placements of debt and equity securities. Attorneys of the Firm have been involved in both public offerings and private placements in both large and small transactions.

The Firm represented Youbet.com, Inc. in connection with a $50 million public offering of common stock, as well as the initial public offering by Decrane Aircraft Holdings, Inc. and the public offering of stock by Premiere Radio Networks. The Firm has also represented MGM MIRAGE and Metro-Goldwyn-Mayer, Inc. in numerous debt and equity public offerings, including the initial public offering of MGM MIRAGE and 144A offerings.

The Firm also represented Youbet.com, Inc. in a $45.5 million private placement of convertible notes and Chadmore Wireless Group in connection with its private placement of $15 million of debt and equity securities.

Alternative Investment Transactions

The Firm and its attorneys have extensive experience in representing clients in virtually all aspects of alternative investment transactions. The Firm has been involved in the formation of entities established for the purpose of making alternative investments, the underlying investment activities in such entities and direct and co-investment activities of institutional investors. The Firm's representation of clients in the alternative investment area has generally focused on the representation of institutional investors in the formation of investment funds and co-investments by such investors. The Firm has also represented investment funds in their investments in portfolio companies.

The Firm has represented the California Public Employees Retirement System, one of the largest public pension funds, in its Alternative Investment Program since 1995. Over the course of its representation of CalPERS the Firm has been involved in close to $3.5 billion of investments by CalPERS, including the formation of California Emerging Ventures, a $500 million vehicle formed to make venture capital investments. The Firm also represents the Oregon Public Employees Retirement System, the Los Angeles County Employees Retirement Association and, among others and the Colorado Fire and Police Pension Association and the Pacific Corporate Group Private Equity Fund.

Emerging Companies / Venture Capital

The Firm has extensive experience in assisting high growth companies face a wide range of financial, management and competitive challenges. We advise clients in, among other areas, the choice, capitalization and management structure of entities, shareholder matters, bank debt financing, the licensing of technology, as well as executive compensation issues. The Firm also has strong expertise in representing issuers and investors in all stages of the venture capital fund raising process.

The Firm has represented investors in connection with various investments in technology and communications companies, including IndTV, LLC, a cable television channel formed by Al Gore and Zone Labs, Inc., a developer of software to secure email transmissions. The Firm also represented investors in investments in Zhone Technologies, the entity formed by the founders of Ascend Communications, and Integra Telecom, a CLEC in Oregon.

General Company Representation

The Firm provides day-to-day legal advice on all aspects of corporate operations, including directors' and officers' duties, indemnification and the business judgment rule for both public and private companies. The Firm also provides advice on corporate governance matters and Sarbanes-Oxley issues. The Firm serves as general corporate counsel to numerous corporations, including MGM MIRAGE (NYSE).

The Firm has strong expertise in all aspects of SEC disclosure, including the preparation and filing of periodic reports (Forms 10-Q, 10-K, etc.) and beneficial ownership reports and responding to stockholder derivative demands. Our attorneys are well versed in a broad range of other securities matters including the transfer of restricted securities pursuant to Rule 144 and Rule 144A, the scope and effect of insider trading laws, the preparation and implementation of dividend reinvestment and stock and debt repurchase programs, as well as stock option and other equity-based executive compensation plans.