LL80for Juan.indd - Media Mindshare Leadership Series

2006 HIGHLIGHTS
Dear Colleagues and Friends:
Loeb & Loeb had a watershed year in 2006. With accomplishments celebrated by clients as
well as the firm, it was a year in which vision and strategy came together to define our future.
Our success stems from our strategy of selecting and excelling in core industries and practice
areas; we do not endeavor to be all things to all clients.
Last year, we added depth to our Los Angeles, New York and Chicago offices by acquiring
teams of nationally recognized attorneys. This strategic expansion helped solidify our position
in many of our core practice areas such as Securities, Private Equity, Real Estate, Bankruptcy,
Litigation, including Patent and Employment Litigation, and Trusts and Estates, among others.
Loeb & Loeb ended the year with a total of 250 attorneys.
Adding value for our clients would not be possible without a motivated, satisfied team of lawyers,
many of whom are also ranked among the best in their fields by some of the nation’s leading
legal publications.
We are pleased to present 2006 Highlights and to share our many milestones from last year. As
we focus on the opportunities and challenges of the future, we renew our commitment to you:
LOEB & LOEB adds Value.
MICHAEL D. BECK
Co-Chairman
JOHN T. FRANKENHEIMER
Co-Chairman
This publication may constitute “attorney advertising” under the New York Code of Professional Responsibility.
DEPTH
It takes commitment from the top down
– and the bottom up – to provide the
quality and level of detail that we feel our
clients deserve. Our depth of resources is
a result of that dedication and is evident in
every matter we handle, at every level.
Loeb & Loeb is a national firm focusing on core industries and practice areas, rather than endeavoring to be
all things to all clients. Widely recognized as a leading global service provider for all aspects of the media
industry, our representation of the financial services industry – commercial banks, investment banks, insurers,
finance companies and private equity funds – is also a key strategic focus for us. Our other core industries
include real estate, professional services, advertising, health care, e-business, information technology, and
biotech and life sciences.
We possess significant transactional and litigation expertise and depth, and we work across platforms in
interdisciplinary teams.
Commercial Finance
During 2006, the Commercial Finance Group continued to represent financial institutions in debt-financing
transactions of varying sizes and types. Among its senior lender representations were senior secured working
capital facilities provided by Merrill Lynch Capital, Wells Fargo Business Credit and Bernard National Loan
Investors, Ltd. (an affiliate of D.B. Zwirn & Co.).
On the borrower side, the group’s representations included Rachel Ashwell Designs, Inc., in connection
with its sale of secured promissory notes and its working capital financing, and the group advised
Stone Arcade Acquisition Corporation in connection with the financing of its acquisition of International
Paper’s Saturating Kraft paper business. The group also closed in excess of $360 million in PIPE transactions
for Laurus Master Fund, Ltd.
In 2006, the group welcomed Jessica Thaler, who brought broad experience in sports finance.
Corporate Media and Entertainment
Loeb & Loeb’s Corporate Media and Entertainment Group is one of the largest and most diverse teams of
attorneys focusing on finance, mergers and acquisitions, securities, licensing and other complex transactions.
The group is focused on the converging media, entertainment and technology industries and is noted for its depth
of experience in the film, music, cable and satellite and publishing sectors. The group worked on over $4 billion
in such transactions in 2006.
Finance matters included representing Cold Spring Pictures in a $200-million combined debt and equity
financing for the production of motion pictures with DreamWorks Pictures; and representing Merrill Lynch
in connection with financing the acquisition of the Broder-Webb-Chervin-Silbermann Agency by International
Creative Management. M&A matters included the representation of Bertelsmann AG in the sale of BMG Music
Publishing to Universal Music Group, creating the world’s largest music publisher, and the representation of the
management and the private equity investors in the largest roll-up of personal service companies in the history
of the music industry.
The group also handled a number of sophisticated licensing transactions throughout the year, including representing
Grateful Dead Productions in the development of an exclusive licensing arrangement with Rhino Entertainment,
a subsidiary of Warner Music Group, to manage the group’s intellectual property assets; representing some of
the country’s largest retailers in crafting and executing sophisticated licensing and content agreements for digital
platforms; and representing wireless companies in industry-wide content aggregation.
As the media and technology industries continued to converge, we handled matters including the representation
of MediaFlo USA, a subsidiary of QUALCOMM Incorporated, in connection with the 2007 commercial launch
of a new network to distribute television programming and other services to cell phones, and we assisted
SNOCAP, Inc., as it announced its widely reported partnership with MySpace.com in creating the MyStore directto-consumer sales applications.
Cable and satellite matters included representing The International Music Feed (IMF), a subsidiary of Universal
Music Group, in connection with the commercial launch of the IMF music channel, and representing Plum TV
in connection with raising additional capital. We also worked in the publishing arena with Seed Media Group in
connection with a Series B round of financing.
Closing out a robust year, the group was delighted that Susan Z. Williams, one of its partners, was honored by
the Women’s Image Network as one of their Outstanding Women (WOW!) for 2006.
Mergers and Acquisitions
Loeb & Loeb has a long and rich history in the mergers and acquisitions field. In 2006, the national group was
formalized to recognize the growth of the firm’s practice in this field and the increasing complexity of joint
venture and other strategic partnerships, including cross-border deals.
The group handles the full range of M&A activities for public and private companies, concentrating on middlemarket transactions and representing buyers, sellers, stockholder groups, boards of directors, special
committees and financial advisors in a variety of business combinations.
Last year, transactions the group helped clients close included the acquisition of ArtSelect, Inc., by a21, Inc.,
through a merger; the acquisition by Accoona Corporation of Skynet Communications Corp. and Buyer’s Edge;
the equity purchase by Advanced Medical Institute Inc. in Intelligent Medical Technologies; the public tender
offer by Great Wall Acquisition Corporation for ChinaCast Communications Holdings, Ltd.; Merrill Lynch in
various proprietary M&A transactions; and the asset sale by TH Lee Putnam Ventures of Avero, Inc., as well as
an ongoing roll-up of personal service companies on behalf of TH Lee Putnam Ventures.
Loeb & Loeb was recognized as having “an impressive mid-market M&A practice” by Legal 500, a UK-based
independent researcher on the leading law firms in the US, which went on to describe the firm as “making a
name for itself in sectors such as financial services, Internet and telecommunications in addition to media and
entertainment, where the firm has historically been recognized as prominent.”
Private Equity
In 2006, the Private Equity Group completed more than a dozen deals, including the investment by VSS
Mezzanine Partners, LP, in Contexo Media, LLC, and its affiliates in connection with Contexo Media’s
acquisition of Medical Management Institute, as well as an investment in Red 7 Media, LLC, and its affiliates
in connection with Red 7 Media’s acquisition of Agenda USA and an additional growth capital investment in
Red 7 Media.
The group also represented TCW/Crescent Mezzanine Partners IV, LP, in its mezzanine loan and
direct equity investment in Faith Media Holdings, LLC, among other transactions. It also represented
Clearview Capital, LLC, in its acquisition of Hettinger Welding, Inc., and in connection with Clearview’s
acquisition of Rowmark, Inc., as well as Merrill Lynch Global Emerging Market Partners, LP, in connection
with existing and new investments.
In addition, the group represented Lincolnshire Management, Inc., in connection with its successful exit from
three portfolio company investments and the restructuring of a fourth portfolio company; Silverline Capital
Partners, LLC, in connection with an add-on acquisition, which is expected to close in early 2007; Anglo Irish
Bank Corporation, plc, as sponsor in the formation of a real estate fund; and GKM Newport, a private equity
fund of funds, in connection with its investments.
Finally, in 2006, the group welcomed Barry T. Mehlman to the team.
KNOWLEDGE
More than just having the facts, the laws,
the precedents and the principles, knowledge
encompasses the keen ability to assess
a wide spectrum of information gained
from experience over time. Applying that
knowledge to our clients’ present situations
is key to how we approach every matter,
every case and every transaction.
Securities
The Securities Group is a recognized leader in representing issuers and underwriters in initial public offerings
(IPOs), special purpose acquisition corporation (SPAC) offerings and acquisitions, PIPEs, public companies
and emerging growth private companies. In 2006, Loeb & Loeb was the 12th-ranked IPO-issuer law firm in
the country. Also in 2006, Securities Group Chair Mitch Nussbaum ranked first in the nation in terms of the
number of issuers he represented that completed IPOs during the year (according to the IPO Vital Signs
Corporate Scorecard).
The group was very active in representing SPACs, which are steadily gaining credibility and wider acceptance
in the financial industry. Deals ranged from $27 million to $225 million. Its clients were involved in a wide
range of industries, such as technology, energy and homeland security, and covered a broad geographic base,
including China, India and Europe. Loeb & Loeb was tied for first in the nation in the number of issuer clients
that consummated SPAC offerings during 2006, according to IPO Vital Signs.
In 2006, Loeb & Loeb’s PIPEs practice continued to be strong, representing both underwriters and issuers. It
ranked 11th in PrivateRaise.com’s Top 25 PIPE Investor Law Firms, providing counsel on eight deals, totaling
$92.1 million.
As a number of non-US-based companies continue to engage in reverse mergers as a means of
entering the US equity markets, Loeb & Loeb continues to be very active in reverse mergers of Chinese
companies and the ongoing securities representation of such companies. In December, the group’s client
American Oriental Bioengineering, Inc. (NYSE:AOB), became the first such type of company to list on the
New York Stock Exchange.
The team grew significantly in 2006, welcoming Angela M. Santoro Dowd and four associates to the
New York office.
Securitization and Structured Finance
The Securitization and Structured Finance Group continued to grow in 2006 and expanded the roster of
ABCP issuers that it represents. In addition, the group continued to be involved with numerous capital markets
transactions through representation of its client Lord Securities Corporation, including hospitality industry
transactions, energy sector financing, ambulance and EMS equipment financing, health care receivables and
student loan and fund investment management fees.
In other significant transactions, the group represented Merrill Lynch in connection with two transactions
involving the securitization of royalties. In each transaction, the proceeds of the securitization were utilized
for acquisition financing.
The team grew in 2006, welcoming Joseph P. Sverchek, a capital markets attorney.
Bankruptcy, Restructuring and Creditors’ Rights
The Bankruptcy, Restructuring and Creditors’ Rights Group saw its ranks grow with the addition of Michael L.
Molinaro, a bankruptcy lawyer, who joined our Chicago office, and Karl E. Block, a corporate and restructuring
attorney, who joined our Los Angeles office.
Group Chair Walter H. Curchack and his colleagues in New York handled a number of high-profile matters
during the year, including representation of the Chair of the Official Unsecured Creditors’ Committee in the
successful Chapter 11 reorganization of Refco, Inc., the first “megacase” filed after the 2005 amendments to the
Bankruptcy Code went into effect, and effectuating the final distribution to creditors (including over 15,000 former
employees) of the original Pan American World Airways. Other prominent cases in which Loeb & Loeb played
a role during the year included representation of Merrill Lynch in the bankruptcy proceeding of the subprime
mortgage lender Ownit Mortgage and matters involving Northwest Airlines, Allied Holdings, Inc., Delphi
Corporation and Franchise Pictures.
Employment and Labor
While the Employment and Labor Group continued to advise employers and high-level executives on
employment-related matters, 2006 was marked by a significant increase in employment-related litigation,
particularly in class actions and in defending employers against wage and hour claims.
Also during 2006, group members from the New York office were successful in, among other venues, the US
Court of Appeals for the Second Circuit in securing the final dismissal, with costs, of Rowe v. William Morris
Agency, Inc., et al., a $700-million race discrimination and antitrust lawsuit, and, in a separate matter, securing
disputed insurance coverage for a significant employment litigation.
In California, notable events included securing the complete dismissal of an administrative class action
brought by the Department of Labor that alleged significant nonpayment of wages and finalizing a collective
bargaining agreement with the steelworkers for Niagara Corporation.
During the past year, the Employment and Labor Group welcomed into its ranks Ivy Kagan Bierman, a
noted authority on guild-labor issues, as well as Dana Scott Fried, a prominent expert in ERISA and
executive compensation.
Securities Litigation
In the securities litigation and arbitration arena, the group defeated numerous claims brought against
Merrill Lynch both in court and before the NASD and NYSE. It obtained five pretrial dismissals and several
awards in the client’s favor following arbitration hearings.
The group also obtained the dismissal of numerous claims, including a Section 10(b) claim, brought against
the Whittier Trust Company in a multiparty securities fraud litigation in federal court arising out of a stock
purchase agreement.
The group defended a major broker-dealer in industry arbitrations and a putative class action arising from alleged
sales practice violations relating to collateralized mortgage obligations. The claimants – 40 customers with
over 100 securities accounts – sought more than $25 million. The arbitrations were resolved for approximately
25 percent of the aggregate amounts sought, and the putative class action was resolved for less than
15 percent of the amount plaintiffs demanded before any attempt was made to certify the class.
It also represented a major accounting firm in connection with multiple investigations by the US Securities and
Exchange Commission and an investigation by the Public Company Accounting Oversight Board.
White Collar Criminal Defense,
Corporate Compliance and Investigations
The members of the White Collar Criminal Defense, Corporate Compliance and Investigations Group continued
to represent companies large and small, boards, committees, executives and other individuals in criminal matters,
preventative counseling and investigations, including those involving offshore financial activities.
Examples include representing a public company with respect to investigations by the US Attorney’s Office
and the SEC regarding options backdating and accounting fraud and defending a stock promoter accused
of money laundering and securities fraud, as well as representing the CFO of an insurance company in
investigations by the Justice Department and the SEC and in related civil litigation.
Other matters included representation of an investment advisory company and its employees in connection with
the indictment of two firm principals for multimillion-dollar fraud; representation of a major financial institution
victimized in a $40-million scheme; defense of a New York Stock Exchange company in an investigation by the
Department of Commerce for allegedly shipping regulated national security products without the necessary
licenses; and representation of two individuals in investigations by the SEC, the US Attorney of the Northern
District of Texas and the New York District Attorney.
Intellectual Property Protection
Over the past year, the Intellectual Property Protection Group continued to handle numerous copyright and
trademark, rights of publicity and privacy, and consumer branding and marketing issues on behalf of its clients,
who range from consumer products companies and manufacturers to entertainers and athletes.
In 2006, the group began to manage the trademark portfolios of Archer Daniels Midland Company,
Hilary Duff, Muhammad Ali and the Estate of Elvis Presley, a long-time firm entertainment client serviced by
our Nashville office. This eclectic group joins a diverse intellectual property client roster, including such names
as Dell Inc.; Anheuser-Busch Companies; Grateful Dead Productions; the estates of Johnny Cash,
Dean Martin and Alfred Hitchcock; and the NCAA, among others.
Loeb & Loeb attorneys resident in our Chicago office were recently recognized by their peers in a statewide
survey to be among the top lawyers in Illinois in IP law.
The Intellectual Property Protection Group continued its involvement at the midyear and annual meetings of the
International Trademark Association, where several of its attorneys serve on committees and hold leadership
positions. The group’s attorneys also continue to hold adjunct faculty positions at several law schools.
IP and Entertainment Litigation
The IP and Entertainment Litigation team handled several high-profile matters in 2006. It represented the
major Hollywood film studios in CleanFlicks of Colorado, LLC v. Steven Soderbergh, et al., prevailing in their
copyright infringement claim against companies that edit the studios’ movies, without consent, by deleting
“objectionable content.”
In another high-profile industry case, the group obtained a victory on behalf of Metro-Goldwyn-Mayer Inc. in
“The Pink Panther” case – a dispute over whether the plaintiffs owned an interest in the renewal-term copyright
of the movie. The court granted summary judgment, dismissing the claims.
The group won summary judgment for Rainbow Media Holdings LLC against a producer claiming his idea
was the basis for a Bravo television program and for BMI and Peermusic in their 10-year battle against
Latin American Music Co., Inc., regarding almost 500 songs.
The group received high praise in the 2006 edition of the Chambers USA Guide to America’s Leading Business
Lawyers, which ranks law practices through interviews with clients and competitors. Chambers noted that Loeb
& Loeb’s IP and Entertainment Litigation Group was renowned for the “fantastic judgment of its attorneys” and
commented that “the firm’s client-friendly and service-oriented approach in dealing with litigation matters also
wins accolades from clients.”
Advertising and Promotions
The Advertising and Promotions Group continued to assist Fortune 500 companies, advertisers, agencies,
entertainment and media companies, direct marketers and other clients in all advertising, branding and
promotional contexts, providing transactional, regulatory and dispute resolution assistance.
One of the group’s notable matters during the last year was successfully representing Pfizer Inc, maker of Listerine,
in a false advertising case against one of its principal competitors in the mouthwash category, Procter & Gamble.
The group expanded in 2006 with the additions of Ivy Kagan Bierman, a prominent labor attorney and authority
on union guild issues, who was honored by the Women’s Image Network as one of WIN’s Outstanding Women
(WOW!) for 2006, and Michael L. Mallow, a leading class action consumer defense litigator, who has been
recognized by the Los Angeles Daily Journal as one of California’s top 20 lawyers under 40 years old.
Members of the group continued their leadership roles at many premier industry events, such as the
Promotional Marketing Association annual conference, and partner Terri J. Seligman chaired the 18th Annual
National Advanced Corporate Counsel Forum on Advertising Law.
INSIGHT
The ability to employ focus and intuition
allows us to bring a new perspective to
our approach. We get to the heart of the
matter and identify solutions that are in
the best interests of our clients. That’s the
value of insight that we add every day,
for every client.
Music
The multidisciplinary Music Group had another busy year as it continued to see the impact of rapid convergence
of technology and content, further consolidation and the emergence of new platforms. It continued to assist
clients in financing and lending, shaping capital structures, raising debt and equity capital, mergers and
acquisitions, licensing and other corporate transactions. The group’s expertise in the music industry was
instrumental in its successful representation of Bertelsmann AG in the sale of BMG Music; SNOCAP, Inc.,
in its partnership with MySpace.com; and the representation of Grateful Dead Productions in an exclusive
licensing arrangement, among others.
The group’s talent and production clients, including Carrie Underwood, Vince Gill, the Dixie Chicks and
Third Day, had an outstanding year in terms of both commercial and financial success and garnered numerous
industry-wide awards for excellence in their crafts.
Finally, starting in 2007, songwriters will benefit from the group’s pro bono efforts on behalf of the Nashville
Songwriters Association International to draft legislation that erases the disparity of taxes paid by publishers
versus songwriters on proceeds from the sale of a song catalog.
Talent
In 2006, the Talent Group, which remains an integral part of one of the most prominent and renowned entertainment
practices in the world, continued its representation of talent in all areas of the entertainment and media industries,
including film, television, commercials, music, publishing, radio and legitimate theater.
In addition to providing strategic counsel regarding its clients’ careers and projects, the group evaluated, negotiated
and drafted services agreements; provided counsel on copyright and trademark matters, labor- and union-related
matters and industry practices; handled contract disputes; protected its clients’ privacy and intellectual property
rights; and advised on wealth planning and tax matters.
Some of Loeb & Loeb’s Talent Group clients include television talk show host and political satirist Bill Maher and
his production company, Kid Love Incorporated; fashion guru Steven “Cojo” Cojocaru; radio and television
personalities Leeza Gibbons and Ryan Seacrest; producer Dave Broome, creator of “The Biggest Loser;” and
film and television writers and directors Robert Rodriguez, Ryan Murphy, Tony Gilroy and Peter Weir. Our
theater clients include the producers and directors of “The Lion King,” “Jersey Boys” and “Chicago,” as well as
the producers of “Wicked.”
Real Estate
Loeb & Loeb’s national Real Estate Group welcomed Raymond A. Sanseverino, Richard A. Nardi and
Kenneth W. Sold to our New York office. Just weeks after they joined the firm, the commercial leasing team
represented Aon Corporation as sublessee and lessee for 387,000 rentable square feet in one of the largest
lease transactions completed in 2006 in downtown Manhattan; Mellon Capital Management Corporation,
as tenant, for 96,000 square feet of office space in San Francisco; and PRIMEDIA Inc., as tenant, for
135,000 rentable square feet in New York City.
The real estate finance team advised one of our foreign bank clients in the negotiation of a real estate fund
formed with the bank, an operator/developer and private clients of the bank. The fund has already acquired
two hotels in a major US market, with 25 percent of the capital funded with equity provided by the private
clients and the balance with term and construction debt provided by the bank.
The team also continued representation of Apartment Investment and Management Company, a residential
real estate investment trust, handling numerous transactions involving its property disposition program,
financing activities, acquisitions program and 1031 tax-deferred exchanges.
Karen N. Higgins, chair of the California Real Estate Group, was nominated for the Los Angeles Business
Journal’s “2006 Women Making a Difference.”
Tax
Loeb & Loeb’s business tax practice remained very strong, with its attorneys helping clients structure complex
and innovative transactions in diverse industries, including financial services, real estate, entertainment,
telecommunications, natural resources and manufacturing.
The Tax Group handled significant international tax matters for public companies and high-net-worth private
clients. Representation included tax structuring for a major telecommunications company in connection with
the sales of its interests in a multibillion-dollar satellite joint venture; international estate planning advice for
structuring a transaction for a Los Angeles-based production company entering into an offshore venture with
a European media partner; planning advice for a former US citizen for offshore holdings and US activities;
and tax structuring and business and employment advice for an EU-based public company looking to expand
into the US market.
The group’s tax-exempt organizations practice, one of the largest bicoastal teams of lawyers concentrating on
tax-exempt organizations, continued representation of some of the most prominent public charity and private
philanthropic foundations in the country.
The group also published an inaugural and two subsequent editions of the High Net Worth Family Tax Report,
which reports on developments in the tax law specifically of interest to high-net-worth families. In addition, it
published various client alerts describing new legislation.
Trusts and Estates
Loeb & Loeb’s trusts and estates capabilities were strengthened with the addition of nationally recognized
attorneys Stuart P. Tobisman, Leah M. Bishop and Regina I. Covitt, along with five associates, four paralegals
and other staff members.
The trusts and estates litigation team achieved a major trial victory when the group won an eight-figure award
in an extraordinarily complex case over the ownership of approximately 70 real properties and 25 bank and
brokerage accounts. The team successfully recovered control of these assets, untangling some 40 years of
fraudulent creditor and tax avoidance schemes; proceeds from sales of properties, rents and profits; and double
damages on behalf of the trustee’s and executor’s parents’ trusts and wills.
In addition, trusts and estates litigation partners successfully represented the trustees of a trust that controls
one of the largest privately owned media companies in the world and fended off challenges to the dividendsetting policies of the media company on the grounds that to do so would constitute a violation of the trust’s
no-contest clause. The trustees are also directors of the corporation.
Trusts and estates partner Leah M. Bishop was selected by Worth magazine’s editors as one of the
100 top attorneys representing high-net-worth clients. The survey was based on readers’ and financial
advisors’ recommendations.
Loeb & Loeb Recognizes…
those partners who joined the firm or were promoted in 2006.
New Partners
Ivy Kagan Bierman
Partner, Los Angeles
Entertainment, Labor and Litigation
Leah M. Bishop
Partner, Los Angeles
Trusts and Estates
Karl E. Block
Partner, Los Angeles
Corporate, Bankruptcy,
Workouts and Restructuring
Regina I. Covitt
Partner, Los Angeles
Trusts and Estates
Angela M. Santoro Dowd
Partner, New York
Securities, Mergers and Acquisitions
Dana Scott Fried
Partner, New York
ERISA and Employee Benefits
Michael L. Mallow
Partner, Los Angeles
Advertising and Promotions,
Litigation
Barry T. Mehlman
Partner, New York
Private Equity
Michael L. Molinaro
Partner, Chicago
Bankruptcy, Workouts and Restructuring
Richard A. Nardi
Partner, New York
Real Estate
Raymond A. Sanseverino
Partner, New York
Real Estate
Kenneth W. Sold
Partner, New York
Real Estate
Joseph P. Sverchek
Partner, New York
Securitization and Structured Finance
Stuart P. Tobisman
Partner, Los Angeles
Trusts and Estates
Promoted to Partner
David P. Ansel
Partner, New York
Private Equity
Christopher J. Kelly
Partner, Los Angeles
Corporate
Mark A. Streams
Partner, Los Angeles
Corporate Media and Entertainment
Po Yi
Partner, New York
Advertising and Promotions
10100 Santa Monica Boulevard
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Los Angeles, CA 90067
Tel: 310.282.2000
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New York, NY 10154
Tel: 212.407.4000
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Tel: 312.464.3100
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Nashville, TN 37212
Tel: 615.749.8300
www.loeb.com