MATTER NAME/CASE/TRADE	DESCRIPTION
Assurant, Inc.	The Firm represents Assurant, Inc. in connection with Department of Justice and Securities and Exchange Commission investigations concerning certain finite risk reinsurance transactions. The Firm has conducted an internal investigation on this subject for the Company, and has provided guidance to the Audit Committee in its efforts to enhance internal controls related to reinsurance transactions and best practices for corporate governance.
INTEL CORP.	The Firm represents Intel Corporation in a securities class action suit brought on behalf of the shareholders of Dell Inc. against Dell, its officers and directors, Intel and PricewaterhouseCoopers LLP. The suit, which is pending in the Western District of Texas, claims that Dell issued false and misleading disclosures in its SEC filings and other public disclosures relating to a host of issues, including details surrounding its agreements with Intel concerning Dell’s purchases of microprocessors from Intel. Intel is alleged to have participated in a scheme to defraud Dell's investors pursuant to the provisions of Rule 10b-5(a) and (c). The case is in its early stages.
BLACKSTONE/EOP	The firm represents Blackstone in several putative class action and derivative lawsuits filed in state and federal courts concerning Blackstone’s proposed $39 billion acquisition of Equity Office Properties Trust, the nation’s largest publicly traded office building owner and manager, in what will be the largest LBO in history, topping KKR’s $33 billion acquisition of HCA, Inc. in 2006, on which Simpson Thacher also advised. Certain EOP shareholders allege that EOP’s Board of Directors breached their fiduciary duties by approving the sale of the Company to Blackstone. The state court actions accuse Blackstone of aiding and abetting and conspiring in the alleged fiduciary breaches by EOP’s Directors. In addition, the federal action accuses Blackstone of violating federal securities laws with respect to certain disclosures in a proxy issued by EOP. On January 30, 2007, in Maryland state court, the Firm successfully opposed plaintiffs’ motion for a temporary restraining order, which sought to delay the shareholder vote on the proposed transaction. The next day, on January 31, 2007, the Maryland state court granted the Firm’s motion to dismiss, with prejudice, plaintiffs’ second amended complaint in its entirety as to Blackstone. Subsequently, on February 7, 2007, the EOP shareholders voted overwhelmingly to approve the proposed transaction, which is expected to close on February 9, 2007. Certain claims remain pending, but are temporarily stayed, in state and federal court in Illinois. The Firm will continue to vigorously defend these actions should they go forward.
LEHMAN SHAREHOLDER LITIGATION	The Firm represents Lehman Brothers Holdings Inc. in a shareholder derivative litigation pending in the Southern District of New York. The lawsuit concerns allegations that certain proxy statements issued by Lehman Brothers contained false or misleading statements, or failed to disclose material facts concerning stock option grants to officers and directors. Plaintiffs also allege that Lehman Brothers breached its fiduciary duty of disclosure regarding the deductibility of incentive compensation to executives. The case is in its early stages.
PETROHAWK BONHOLDER LITIGATION	The Firm represents Petrohawk Energy Corporation in an action pending in the Delaware Court of Chancery brought on behalf of holders of $275 million in aggregate principal amount of 7.125% Senior Notes due 2012 issued by KCS Energy, Inc. The lawsuit concerns allegations that Petrohawk’s acquisition of KCS triggered a Change of Control under the indenture governing the Notes, allegedly entitling the bondholders to have their bonds repurchased by Petrohawk at 101% of their face value. Petrohawk moved to dismiss the initial complaint, which resulted in plaintiff filing an amended complaint that abandoned all claims against the present and former directors of Petrohawk and KCS, and all tort and conspiracy claims. Plaintiffs have filed an amended complaint asserting contract-based claims only, and briefing on that motion is underway.
L-3	The Firm represents L-3 Communications Holdings Inc., a defense contractor with over $9 billion in annual revenue, in shareholder derivative actions and a putative class action pending in the Southern District of New York. The litigation arises out of alleged improprieties with respect to the dating and pricing of the company’s historical stock option grants. Plaintiff alleges that the company’s directors and certain officers breached their fiduciary duties and committed securities fraud in connection with the grants and disclosures thereof. The cases are in their early stages.
SCOTTISH RE SECURITIES LITIGATION	The Firm represents Lehman Brothers Inc., Bear Stearns & Co., Keefe Bruyette & Woods, Inc., and Banc of America Securities LLC in securities litigation pending in the Southern District of New York. Although a consolidated complaint has not yet been filed, the cases naming these underwriter defendants allege, inter alia, that they failed to satisfy their due diligence obligations in connection with the registration statement and prospectus relating to a June 2005 offering of preferred shares. Plaintiffs specifically allege that Scottish Re failed to disclose a number of facts about its financial health, including that it improperly valued allowances on certain deferred tax assets by approximately $112 million. The case is in its early stages.
NYFIX	The Firm represents NYFIX in a series of shareholder derivatives suits brought in Connecticut state and federal courts. The litigations arise out of alleged improprieties with respect to the dating and pricing of the company’s historical stock option grants. Plaintiff alleges that the company’s directors and certain officers breached their fiduciary duties and committed fraud in connection with the grants and disclosures thereof. The cases are in their early stages.
ENRON	The Firm represents JP Morgan Chase in more than 20 securities litigations in connection with the collapse of Enron that seek billions of dollars in damages. These litigations include an Enron shareholder class action in Texas federal court, securities class actions in New York federal court, actions by bank participants (or vulture funds that have subsequently acquired interests) in certain syndicated credit facilities agented by JPMC and various other lawsuits concerning individual investors’ and counterparties’ losses in connection with Enron. In 2005, the Firm successfully negotiated JPMC’s settlement with lead plaintiffs in the federal case in Texas. The Firm also successfully obtained the dismissal of a consolidated securities class action asserted on behalf of a putative class of JPMC shareholders alleging false and misleading statements relating to JPMC’s Enron dealings. Because the Court granted plaintiffs leave to replead in that action, JPMC and the individual defendants have since moved to dismiss the amended complaint. Fact discovery in the remaining coordinated and consolidated cases is nearly complete, and the Firm will now engage in dispositive motions and expert discovery.
HEALTHSOUTH	The Firm represents certain former outside directors of HealthSouth in numerous civil litigations. These matters include federal consolidated securities class actions, state and federal derivative litigation, and class action ERISA claims. The Firm also represented these outside directors in an investigation by a Congressional subcommittee. These litigations, and the Congressional investigation, generally arise out of a $2.7 billion accounting fraud at HealthSouth. To date, 15 HealthSouth executives and employees, including all five of the Company’s former CFOs, have pleaded guilty to criminal charges of accounting fraud. The Firm recently reached agreements in principle to settle all of the outstanding civil litigation pending against the outside directors – including the federal securities class actions, the derivative litigation, and the ERISA litigation – with no contribution from them. These settlements are subject to additional documentation and Court approval.
IPO ALLOCATION LITIGATION	The Firm represents JP Morgan Chase, J.P. Morgan Securities Inc., Chase Securities, and Hambrecht & Quist in connection with more than 300 consolidated securities class actions and an antitrust class action pending in the Southern District of New York against IPO issuers and underwriters. Plaintiffs allege, among other things, that the underwriters manipulated the IPO markets in the late 1990s and 2000 by conditioning allocations of IPO shares on their customers’ agreements to purchase additional shares in the aftermarket and customers’ agreements to pay higher commissions on other trades with the underwriting firm. On December 5, 2006, the United States Court of Appeals for the Second Circuit reversed the District Court's order certifying classes in six test cases. Plaintiffs have moved for rehearing and rehearing en banc of the Second Circuit's decision.These are the largest securities proceedings in history.
NORTHWEST AIRLINES	The Firm represents present and former officers and directors of Northwest Airlines in civil litigation in the Southern District of New York alleging that they sold stock of the company while in possession of material, non-public information concerning the Company’s plans to seek bankruptcy protection. The case is in its early stages.
PXRE GROUP	The Firm represents PXRE Group Ltd. in securities litigation pending in the Southern District of New York. The actions are brought on behalf of a putative class consisting of investors who purchased the publicly traded securities of PXRE between July 28, 2005 and February 16, 2006. The complaints allege that during the purported class period certain PXRE executives made a series of materially false and misleading statements or omissions about PXRE’s business, prospects and operations, thereby causing investors to purchase PXRE’s securities at artificially inflated prices, in violation of Sections 10(b) and 20(a) of the 1934 Act. The complaint specifically alleges, among other things, that the Company misrepresented the magnitude of the losses caused by hurricanes Katrina, Rita and Wilma in 2005. The actions are in the early stages.
BARRIER THERAPEUTICS	The Firm represents Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., and Pacific Growth Equities, LLC, the three underwriters who handled the initial and secondary offerings for Barrier Therapeutics, Inc. on April 28, 2004 and February 10, 2005, respectively. Barrier is a start up pharmaceutical company based in Princeton, N.J., that develops and sells prescription dermatology products. Following adverse news regarding testing and approval of two of Barrier’s products, shareholders filed a class action complaint in the District of New Jersey, alleging, among other things, claims against Barrier, several of its executives and the three underwriters under Sections 11 and 12 of the 1933 Act. The action is in the early stages.
LJM2	The Firm represents 46 limited partners in LJM2, a partnership formed by former Enron CFO Andy Fastow to make investments with Enron. LJM2 is the most well-known of the off-balance sheet vehicles that Fastow created to manipulate Enron’s financial statements. The Firm’s clients include numerous major financial institutions, individual investors, public pension plans, family investment vehicles, not-for-profit organizations, and include J.P. Morgan Chase, AIG, Citigroup, Morgan Stanley, CSFB, Bankers Trust, Lehman Brothers, the Arkansas Teachers Retirement System and Rho Fund Investors. The Firm’s clients were sued in the Delaware Court of Chancery and the U.S. Bankruptcy Court for the Northern District of Texas by a trustee representing six bank creditors seeking to recover monies loaned to LJM2. The Firm previously tried and won a case in Chancery Court validating the removal of Fastow’s successor, Michael Kopper, as general partner of LJM2.
KERZNER INTERNATIONAL	The Firm represents certain members of the Board of Directors of Kerzner International Limited—owner of a number of resorts, casinos and luxury hotels around the world, including Paradise Island, the 2,317-room Bahamas resort—in civil litigation in California Superior Court, Los Angeles County. The lawsuit relates to the plan by which the company is to be acquired by an investor group, and alleges a breach of fiduciary duty arising out of what plaintiff claims is too low a price. On July 19, 2006, the California Superior Court, granted defendants’ motions to dismiss or stay the action based on forum non conveniens. Because the lawsuit concerned the internal affairs of a Bahamian corporation under Bahamian law, defendants argued that the case should proceed (if at all) in The Bahamas. The Court agreed, finding The Bahamas to be a suitable alternative forum and that the private and public interests weighed heavily in favor of conducting the litigation in The Bahamas.
CFS SECURITIES LITIGATION	The Firm represents J.P. Morgan Securities Inc. in litigation in Oklahoma arising out of the failure and bankruptcy of Commercial Financial Services, Inc., a Tulsa-based collector of charged off-credit card receivables. JPMSI acted as placement agent when CFS raised more than $1 billion by issuing securities backed by charged-off credit card receivables. Plaintiffs in eleven securities fraud actions in federal court alleged that CFS was a Ponzi scheme and asserted that JPMSI knew or should have known of the fraud. In 2005, the Firm achieved a very favorable settlement for JPMSI in the federal actions. Subsequently, the plaintiff in a related action in Oklahoma state court dismissed its case against JPMSI in its entirety. On January 11, 2006, an Oklahoma state court granted summary judgment in favor of JPMSI in an action brought by CFS in which CFS alleged claims for professional negligence and breach of fiduciary duty, claiming that JPMSI knew or should have known that CFS's business was failing. The decision, as well as an award to JPMSI of attorneys fees, was recently affirmed by an intermediate appellate court. The time for CFS to seek reargument or a further appeal has not yet expired.
BEA SYSTEMS	The Firm represents the Audit Committee of BEA’s Board in connection with a self-initiated investigation of the Company's historical stock option grants. The Firm has conducted an internal investigation into the Company’s current and historic practices, advised the Audit Committee on the Company’s successful request for continued listing on Nasdaq, and counseled the Audit Committee in restating the Company's financial statements. The Firm is advising the Audit Committee in remedial measures to be taken as a consequence of the Committee's findings from the internal investigation. The Firm also represents the Audit Committee in its cooperation with inquiries by the SEC. Finally, the Firm is providing guidance to the Audit Committee in its efforts to institute better internal controls and best practices for corporate governance.
KEYSPAN -BRODY	The Firm represents and its Board of Directors in a purported class action litigation filed in New York state court alleging breach of fiduciary duty in connection with KeySpan’s merger agreement with National Grid plc. The Firm filed a motion to dismiss the complaint for failure to state a claim, and, rather than respond to the motion, plaintiff amended the complaint in May 2006. The parties have reached a preliminary settlement, which is subject to Court approval.
ST. PAUL TRAVELERS	The Firm represents St. Paul Travelers in various shareholder actions pending in the District Court of Minnesota, including putative class actions alleging violations of the federal securities laws, derivative actions, and an action brought on behalf of alleged beneficiaries of the Company’s 401K plan claiming ERISA violations. One consolidated federal securities class action and the ERISA action arise from the Company’s announcement of a $1.6 billion reserve adjustment following the merger of St. Paul and Travelers. With motions to dismiss pending, the Firm successfully negotiated settlements in both of these matters. The Firm is currently litigating a second consolidated federal securities class action concerning the company’s alleged non-disclosure of its involvement in insurance industry practices being investigated by the New York Attorney General and other regulators, including the payment of contingent commissions, and the use of non-traditional reinsurance products. Finally, a consolidated derivative action was brought against the Company’s Board of Directors based on both sets of allegations outlined above. The Firm successfully obtained dismissal of that matter and has negotiated a favorable settlement. The Firm also represents the Company in numerous related regulatory inquiries as well as a related multi-district litigation pending in the District of New Jersey brought by a putative nationwide class of policyholders against all major commercial insurers and brokers in the industry alleging, among other things, federal RICO and antitrust violations.
ROYAL AHOLD	The Firm successfully moved to dismiss the amended consolidated class action complaint against the underwriters of a 2001 secondary offering of Royal Ahold shares. The complaint filed in the District of Maryland arose out of a series of earnings restatements made by Royal Ahold in 2003 totaling $24.8 billion in revenues. On December 21, 2004, the Court granted the underwriters’ motions to dismiss all claims asserted against them, staying the dismissal of the Section 12 claims against 3 of the 6 underwriters and permitting plaintiffs to seek leave to replead that claim. On August 25, 2005, the Court dismissed all Section 12 claims against two of the three underwriters. On November 28, 2005, plaintiffs and Royal Ahold announced a settlement that includes releases for the underwriter defendants. The Court has approved the settlement and proposed plan of allocation.
BLACKSTONE/PRIME HOSPITALITY	The Firm represents Blackstone and other parties in Delaware Chancery Court litigation concerning Blackstone’s 2004 acquisition of Prime Hospitality, an owner and operator of U.S. hotels. Former Prime shareholders allege that Prime’s Board of Directors breached its fiduciary duty by approving the sale of the Company to Blackstone. Blackstone is accused of aiding and abetting the alleged fiduciary breach by Prime’s directors. The parties have reached a preliminary settlement that is subject to court approval.
HOLLINGER INTERNATIONAL	The Firm represents a former outside director of Hollinger International in several litigations arising out of alleged improprieties by the majority shareholder of Hollinger, Conrad Black, and others.
J.P. MORGAN TRANSFER AGENT CASE	The Firm represents J.P. Morgan Chase & Co. as well as certain of its subsidiaries and current and former employees and officers, in a purported class action in the Eastern District of New York claiming that they violated RICO and common law duties by allegedly deleting accounting records for $46.8 billion of un-cashed bonds for which JPMC acted as transfer or paying agent, failing to repay bond holders, and collecting undeserved service fees. The case is in its early stages.
PRIMEDIA DERIVATIVE LITIGATION	The Firm represents Primedia and certain of its directors in shareholder derivative litigation pending in Delaware Chancery Court concerning the Company’s redemptions of certain series of preferred stock in 2004 and 2005. The parties began discovery in January 2007.
EXPRESS SCRIPTS	The Firm represents Express Scripts, a pharmacy benefit manager that helps employers, unions, and state governments contain the cost of prescription medication, in a host of securities fraud class actions and shareholder suits filed around the country. In late 2004 and 2005, all of these actions were consolidated in Missouri federal court. The suits arise out of New York Attorney General Elliot Spitzer’s aggressive “business practices” suit against the Company, in which Spitzer alleges a “scheme” of hiding rebates that should have been passed on to the Company’s customers. The Firm moved to dismiss the securities litigation in October 2005. A fully-briefed motion to dismiss the derivative action will be decided after a ruling in the securities case. Since the litigation commenced in 2004, the Firm has secured orders from the Court barring any discovery from proceeding until the motions to dismiss have been ruled on. The discovery stay extends beyond that mandated by statute to encompass the shareholder derivative cases, as well as the securities cases.
NATIONAL CENTURY FINANCIAL ENTERPRISES	The Firm represents former outside directors of National Century Financial Enterprises (“NCFE”), one of the largest U.S. financiers of health care receivables, in a $2.5 billion consolidated multi-district litigation arising from NCFE’s collapse and bankruptcy in November 2002. NCFE financed its purchases of health care receivables by private placements of bonds with institutional investors. Plaintiffs allege, among other things, that defendants, which include the former outside directors, JPMorgan Chase Bank, Bank One, Credit Suisse First Boston, PricewaterhouseCoopers, Deloitte & Touche and others, misrepresented the nature of NCFE’s operations in various offering materials, extended unsecured credit to companies associated with NCFE insiders, and improperly transferred funds between NCFE accounts. There are at least 17 NCFE-related civil cases that have been consolidated for pre-trial proceedings in the Southern District of Ohio. Motions to dismiss all of the claims against the former outside directors are pending, and amended complaints continue to be briefed. On February 22, 2006, the former outside directors, JPMorgan Chase Bank and Bank One together signed conditional settlement agreements totaling $425 million with certain noteholders (and a bankruptcy related trust), whose alleged losses comprise approximately 50% of all noteholder losses.
NYFIX	The Firm represents NYFIX and certain of its officers and directors in a securities fraud class action lawsuit. NYFIX provides electronic trading infrastructure and services to some of the world’s largest financial institutions. The suit arises out of the Company’s May 2004 restatement of earnings that followed an SEC inquiry into a complex accounting methodology the Company had applied to the formation of one of its affiliates. In response to the Firm’s motion to dismiss, on October 3, 2005, the District of Connecticut dismissed all claims. The Court, applying the heightened pleading standards of the Reform Act of 1995 to both the Exchange Act and the Securities Act claims, found that plaintiffs failed to plead facts that would create a strong inference of intent to commit fraud. Plaintiffs have since filed an amended complaint alleging a more limited claim. The Firm is in the process of moving to dismiss that complaint.
AMERICAN ELECTRIC POWER	The Firm represents AEP in connection with a federal securities class action, ERISA litigation, and derivative litigation pending in the Southern District of Ohio. Plaintiffs allege that AEP failed to disclose in its public statements that certain traders were allegedly reporting inaccurate natural gas trade data to industry publications. The securities complaint was dismissed with prejudice and not appealed, and the derivative suit was voluntarily dismissed by plaintiffs. The ERISA actions have been settled.
CELERA GENOMICS	The Firm represents Celera Genomics in federal securities litigation arising out of the Company’s secondary public offering in February 2000. Beginning in 1999, Celera worked to sequence the human genome, and in June 2000, Celera announced, in conjunction with the publicly funded Human Genome Project, the completion of the sequencing process. The complaints allege that Celera should have disclosed in its offering materials unsuccessful preliminary joint-venture discussions with the Human Genome Project in 1999. Fact and expert discovery are substantially complete. Defendants’ motion for summary judgment was granted; plaintiffs have appealed and briefing to the Sixth Circuit is in progress.
ULTICOM	The Firm represents Ulticom, a provider of software for wireline, wireless and internet communications, in derivative litigation pending in the District of New Jersey and New Jersey state court arising out of Ulticom’s April 2006 announcement that it would need to restate earnings due to uncertainty relating to the accounting treatment of certain options awarded by Comverse Technology to Ulticom management prior to the company’s IPO. Comverse owns a majority of Ulticom’s common shares. The litigation is in its early stages.
WINSTAR	The Firm represents three former senior officers of Winstar Communications, a bankrupt wireless broadband communications company, in a consolidated federal securities action filed in the Southern District of New York. Plaintiffs allege that defendants artificially inflated Winstar’s financial results and misled investors regarding the willingness of Lucent, Winstar’s strategic partner, to continue to finance its operations. On March 19, 2007, the court is scheduled to consider a settlement that would resolve all claims asserted against the Firm’s clients.
CENDANT	The Firm represents the former directors and officers of HFS in litigations arising from its 1997 merger with CUC International to form Cendant. The claims are based on accounting irregularities that affected CUC’s financial statements. Settlements of both the class action and the derivative action have been approved in New Jersey District Court, with the Firm’s clients not being required to contribute to the nearly $3 billion in cash settlement proceeds. In addition, the Delaware Chancery Court dismissed a parallel derivative action. Five former CUC personnel were indicted on criminal charges in connection with the accounting irregularities. Three of the five pled guilty, the former President and COO was convicted in 2004, and the former CEO was convicted in 2006. Several of our clients have served as prosecution witnesses in these criminal trials. In addition to the ongoing criminal case, numerous claims, cross-claims and counterclaims remain among the Company, certain current and former officers and directors, and the former auditors of CUC. These cases, which are pending in the District of New Jersey, are being actively litigated, with depositions currently taking place.
MCI WORLDCOM	The Firm represented WorldCom before the SEC and achieved a precedent-setting resolution of all issues. The Firm also represented the Company’s former directors in connection with more than 100 securities class actions and related ERISA class actions filed following the Company’s announcements that it would file a multi-billion dollar restatement. In December 2003, the Firm obtained a dismissal of all 10b-5 claims against the Audit Committee directors. In September 2005, a settlement of the remaining class action claims pending against these directors was approved by the Southern District of New York, and virtually all remaining litigation was subsequently resolved.
DRUGSTORE.COM	The Firm represented drugstore.com and certain of its officers and directors in federal securities class and consolidated shareholder derivative actions in Washington state and federal courts. In both actions, Plaintiffs alleged that defendants made false and misleading statements about drugstore.com’s earnings and general business prospects. Plaintiffs alleged violations of the Securities Exchange Act of 1934 and SEC Rule 10b-5 in the securities class action and breach of fiduciary duty and related claims in the derivative suit. On October 19, 2005, the United States District Court for the Western District of Washington dismissed the federal securities class action without prejudice, finding that all of the allegedly false statements were ‘’forward-looking statements” and were accompanied by sufficient cautionary language to fall under the first prong of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. After reviewing the dismissal order, Plaintiffs decided not to pursue their claims, and the securities class action was dismissed with prejudice on November 18, 2005. On July 14, 2006, Judge Roberts of the Washington state court granted the motion to dismiss the derivative complaint with prejudice for Plaintiffs’ failure to make a demand on drugstore.com;s Board of Directors.
SIRIUS SATELLITE RADIO	The Firm represents Sirius Satellite Radio and certain of its officers and directors in several putative class action lawsuits alleging violations of federal securities law, which were consolidated in the Southern District of New York. Sirius broadcasts 100 channels of digital quality radio throughout the continental United States from its three orbiting satellites. Plaintiff shareholders allege that Sirius issued materially false and misleading statements concerning when its service would be commercially available. The court approved the parties’ settlement in November 2006.