COMMITMENT | EXCELLENCE | INNOVATION

ARNOLD PORTER LLP

arnoldporter.com

Our Values
Our firm is defined by the following core values:

commitment | excellence | innovation

a commitment to excellence in the practice of law;

adherence to the highest standards of ethics and
professionalism in everything we do;
a profound appreciation and respect for diversity
and individuality among our colleagues;
a deep commitment to public service and
pro bono work.

These values are an integral part of the fabric of

Arnold & Porter LLP and inform all our actions. This
includes finding the right approach to find the best
solutions for our clients complex matters with an
interdisciplinary approach to problem solving. In an era
of constant change, our values help us stay focused and
enable us to continue to be the law firm that, when the
stakes are high, provides the decisive edge.

Landmark Merger/Antitrust Clearance

casestudy

At the Intersection of
Business, Law, and Regulatory Policy
From the founding of the firm through today, Arnold & Porter LLP has
been building on a solid foundation of understanding the complexities
of regulatory mandates and requirements that can be an impediment to
getting business done. Our lawyers operate at the critical intersection
of business, law, and regulatory policy. Through precedent-setting work
before administrative agencies and courts, we have helped clients
establish new interpretations of existing laws. In other instances, we
have provided key strategic advice on drafting important legislation. A
number of our lawyers have served in key positions in the government,
and they bring a sophisticated understanding of the pivotal relationship
between government and business to the clients they now serve.

Arnold & Porter helped Boston Scientific Corporation acquire Guidant

Corporation in the largest medical device company merger in history.
The success of the $27 billion acquisition hinged on the firm quickly
obtaining FTC antitrust approval for the deal. On January 26, 2006,
Boston Scientific and Guidant announced that Guidants Board of
Directors had unanimously approved and entered into the merger
agreement provided to Guidant by Boston Scientific. Guidant
Corp. rejected longtime suitor Johnson & Johnson in favor of a
$27.2 billion offer from rival Boston Scientific Corp., ending one of
the most intense bidding wars in years, stated The Washington Post.
The transaction was particularly noteworthy because Johnson &
Johnson had already received antitrust approval world-wide for its
acquisition of Guidant, and Boston Scientific Corp. had to convince
Guidant shareholders that it would be able to obtain similar antitrust
clearances on an expedited basis. The FTC granted antitrust approval
on April 21, 2006.

casestudy

Creating a New Era for

Telecommunications
We represented SBC Communications Inc. in a
landmark transaction heralding a new era for the
telecommunications industry. On November 18,
2005, SBC completed its $16 billion acquisition of
AT&T Corp. forming the new AT&T Inc. Lawyers
in our Washington, London, and Brussels
offices helped SBC secure US and foreign
regulatory approvals for the AT&T merger and
antitrust clearance in the US and a number of
foreign countries, and also provided government
contracts and regulatory policy advice. We have
assisted SBC in most of its previous major
mergers, including its acquisitions of Pacific
Telesis, Ameritech, and SNET; the combination
of SBCs and BellSouths wireless businesses
to form Cingular Wireless; and Cingulars
$41 billion acquisition of AT&T Wireless.

Setting the Standard for

Dealing with Tough Lawsuits
Our firms approach can be seen most clearly in the way our
lawyers litigate complex disputes. More than half of our attorneys
are actively engaged in litigation in federal and state courts.
In addition to serving in all traditional rolesfrom pretrial discovery
to trials to appellate advocacywe frequently serve as national
coordinating counsel for the principal defendants in mass
tort litigations.

Among the Industries We Serve

Airline

Information Technology

Biotechnology

Life Sciences

Broadcasting

Media

Chemicals

Medical Devices

Communications

National Security

Computer Hardware and Software

Paper

Construction

Petroleum

Consumer Products

Pharmaceuticals

Defense Contracting

Real Estate

E-business

Real Estate Brokerage

and Management

Energy
Entertainment
Environmental Services
Financial Institutions
Health Care
Homeland Security
Hospitality

Securities Underwriting
and Brokerage
Smokestack
Sports
Telecommunications

casestudy

A High Stakes Mass Tort

In 1997, Wyeth selected Arnold & Porter as its National
Counsel to defend claims by six million former users of its
diet drugs in what has been called the largest mass tort case
involving a single defendant. After three years of tough litigation,
Arnold & Porter lawyers persuaded the class action court to
accept an unprecedented settlement which resolved the vast
majority of the six million claims. That settlement was praised
in the Harvard Law Review as a fundamental shift with the
potential to redefine the future of the mass tort class action.
Although about 98 percent of the class members accepted the
Settlement, 60,000 opted to file individual lawsuits in courts
across the nation. Over the next three years, 80 Arnold & Porter
attorneys spearheaded the efforts of attorneys throughout
the country to resolve those lawsuits through an aggressive
removal strategy, medical eligibility hearings, and ultimately
almost 70 bellweather trials involving about 200 claimants
all designed to protect the original Settlement from the attacks
of maverick plaintiff lawyers.
Overall, the Arnold & Porter-led trials resulted in either defense
verdicts or minimal awards more than 90 percent of the time.
One opposing counsel was quoted in the press as calling those
verdicts insulting to the plaintiffs. Faced with such losses
in court, virtually all of the plaintiffs then accepted the terms
Wyeth had publicly announced.

Forging a Path for the New Economy

Today, its not enough for legal counsel to keep pace with the new informationdriven economythey must help their clients set the pace. With a keen understanding
of the current legal and regulatory policy environment and broad experience in
intellectual property rights and technological issues, Arnold & Porter is a pacesetter.
Across international borders, our firm has gained a reputation for providing sophisticated
insight in acquiring, protecting, and commercializing intellectual property and technology.
We have created relationships within virtually every boom market in the new
economyincluding the Internet and e-commerce, biotechnology, pharmaceuticals,
life sciences, telecommunications, and information technology.
To meet the growing needs of these clients, we have created a network of offices in
such key high-tech and financial centers as New York, London, Los Angeles, Denver,
and Northern Virginia, while maintaining a strong presence in Washington, DC, to
stay ahead of the changing regulatory curve. In a volatile global marketplace, Arnold
& Porter is one firm you can trust to keep your future in mind.

casestudy

Setting Precedents in Intellectual

Property: AtheroGenics
AtheroGenics chose Arnold & Porter to help partner
the development and commercialization of its Phase
3 cardiovascular compound. This was a bet the
company deal and resulted in an agreement with
AstraZeneca for up to $1 billion in milestones, plus
substantial royalties and funding for a new AtheroGenics
sales force. It was, according to Bio World, the
biggest biotech deal of 2005. We represent numerous
pharmaceutical companies, biotechs, and nonprofits in
their most important licensing, corporate, regulatory,
and antitrust matters.

Practice Areas
Antitrust, Competition, and Trade Regulation

International Trade

Bankruptcy

Litigation

Compensation and Benefits

Privatization

Consumer Product Safety

Product Liability

Corporate and Securities

Project Finance

Derivatives

Public Policy and Legislative

Environmental

Real Estate

Financial Services

Securities Enforcement and Litigation

Food, Drug, and Medical Devices

Tax

Government Contracts

Telecommunications

Intellectual Property and Technology

White Collar Crime

International Litigation and Arbitration

World of Commerce
Our transactional attorneys negotiate, structure, and complete business
transactions of all types and sizes across the country and around the world.
At any given time, we are involved in significant mergers, acquisitions, divestitures,
financings, and new business ventures. Our extensive regulatory expertise brings
sophistication, creativity, and value to our representationwhether the matter be a
billion-dollar merger, an IPO, a real estate build-to-suit project for a Fortune 500 company,
or anything in between. The scores of transactions in which we participate each year
involve every major industry, capital market, and global regionand the handling of
each matter is individually tailored to the clients objectives and needs. Just ask an
Arnold & Porter client.

casestudy

Global Transactions
Arnold & Porters sovereign finance practice is one of the
most sophisticated in the world. In 2006, our attorneys
advised the government of Pakistan on UK and US law in
its series of bond issues, including a Rule 144A placing for
US investors. The Islamic Republic of Pakistan completed
an $800 million global securities offeringits first Rule
144A transaction in more than a decade. For many years,
we have represented Brazil, Venezuela, Panama, and
Turkey, representing them in hundreds of transactions.
In the fall of 2005, we handled two marquee transactions
for Brazil. Weve also recently handled significant sovereign
finance transactions for Colombia and El Salvador.

One of the top 10 Leading mergers

and acquisitions law firms by value
of deals, first quarter 2006.
Bloomberg Financial Markets source

Mergers & Acquisitions

After US Airways first failed Chapter 11 reorganization, in which it was
represented by other counsel, we represented US Airways in its second
Chapter 11 proceeding and merger with America West, creating the first
nationwide full service low-cost airline. When US Airways filed its second
Chapter 11 case in September 2004, most experts and analysts opined
that the company would fail as a going concern in early 2005, shut its
doors, and liquidate. But our firm proved the experts wrong by moving at
top speed on several fronts for US Airways. In the first days and weeks of
the Chapter 11 case, we obtained continued use of an Air Transportation
Stabilization Board Loan as cash collateral at amounts well in excess
of amounts permitted under the loan agreement before the Chapter 11
filing. We restructured billions of dollars of aircraft financings, purchase
orders, and related agreements. We obtained a DIP loan convertible to
equity in an as yet undefined plan of reorganization. And, in a unique
legal approach, we obtained court authorization for (a) rejection of
collective bargaining agreements under Section 1113, (b) reduction of
retiree medical expenses under Section 1114, and (c) termination of
three defined benefit plans, collectively involving billions of dollars of
current and future obligations, all in a single motion filed in the bankruptcy
court on 20 days notice to parties. The success of our bankruptcy team
in assisting US Airways with restructuring its balance sheet paved the
way for US Airways to raise almost $1.5 billion of new capital and to exit
bankruptcy via its innovative merger with America West.

casestudy

Committed to Serving All

Diversity

True to our reputation for independence and innovation, our firm

maintains an uncommon commitment to serving organizations and
individuals who cannot afford to pay for legal representation. From
defending government employees suspected of disloyalty during
the McCarthy era of the 1950s to the landmark 1963 Supreme Court
case Gideon v. Wainwrightwhich guaranteed the right to legal
counsel in serious criminal cases regardless of ability to payto our
work for civil and international human rights today, Arnold & Porters
commitment to pro bono service spans more than half a century.

Our commitment to and leadership on diversity and workplace issues

have been core values of the firm since its founding, and have been
acknowledged through numerous awards and recognitions over the
years. These honors include being named to Fortune Magazines 100
Best Companies to Work For for four years in a row (2003-2007);
receiving the Minority Corporate Counsel Associations Thomas L.
Sager Award on seven occasions since 1999 and being the only law
firm ever named Employer of Choice by MCCA. We have been
included on Working Mother Magazines Working Mother 100 Best
Companies a total of seven times, and in 2004 and 2005, Arnold &
Porter was the only law firm on the Fortune list that also made Working
Mothers list of best companies.

To help us reach out to the underserved, our firm has developed

strong ties with community-based public interest organizations. We
have taken on a diverse set of issues, including the arts, the rights
of the disabled, employment discrimination, the environment, and
free speech.

Dedicated to Your Success

By partnering with Arnold & Porter, you retain a force of over
600 attorneys practicing in close to 25 practice and industry
areas worldwide, with a sophisticated understanding of the
complex environment where business, law, and regulatory
policy intersect.
We invite you to learn more about Arnold & Porter and what
powerful benefits we can bring to your business. To learn
more about Arnold & Porter, please visit our website at
arnoldporter.com.