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Gust Rosenfeld P.L.C.

Gust Rosenfeld Elects Five New Members
Gust Rosenfeld is proud to announce the election of Emily J. Auckland, Jennifer N. MacLennan, Christopher A. Schmaltz, Abbie S. Shindler and Valerie V. Todorovich into the membership.

Emily Auckland practices in the area of real estate law. Her broad experience includes commercial and residential acquisition, development, leasing and other conveyances and easements as well as development-related issues such as Clean Water Act Section 404 permitting, NEPA compliance, underground storage tanks and Endangered Species Act compliance. She graduated from the University of Michigan in 1988 with a B.A. and from the University of Michigan Law School in 1993 with a J.D. She is admitted to practice in Arizona.

Jennifer MacLennan focuses her practice on the representation of school districts in all legal matters. She assists school districts with their business needs, including compliance reviews, procurement issues, agreements of all kinds, education litigation, harassment litigation, civil rights, EEOC matters and labor and employment issues. MacLennan graduated from the University of California at Berkeley in 1989 with an A.B. and from Arizona State University College of Law in 1992 with a J.D. She was a member of the Order of the Coif while at law school. She is admitted to practice in Arizona, the U.S. Court of Appeals for the Ninth Circuit and the U.S. District Court for the District of Arizona.

Christopher Schmaltz concentrates his practice on government law, representing municipalities and school districts around the state in a variety of matters, including, land planning, zoning, real estate development, elections, public procurement, contracting and public finance. He also has represented commercial and residential developers and nonprofit entities in land use, zoning and other development-related matters. Schmaltz graduated cum laude from the University of Arizona with a B.A. in 1992. He earned his J.D. from the American University Washington College of Law in 1996. He is admitted to practice in Arizona, the District of Columbia and Maryland (inactive).

Abbie Shindler focuses her practice on estate planning, probate, trusts, corporations and business organizations, business law, and title transfers. She prepares estate plans, administers trusts and estates, obtains appointments of guardians/conservators for adults and minors and prepares pre-nuptial agreements. She also counsels clients on corporate entity formations, tax-exempt status and various corporate transactions. Shindler graduated magna cum laude with honors from the University of Arizona in 1996. She earned her J.D. from California Western School of Law in 1999. She is admitted to practice in Arizona.

Valerie Todorovich concentrates her practice in real estate law. She is highly experienced in transactions involving leasing, disposition, financing, acquisition, easements, permits, contracts, trespass claims, right-of-way agreements and zoning. She has worked with government officials, engineers and construction teams on major plant construction and highway relocation projects. Todorovich graduated from Southwest Texas State University with a B.S. in Criminal Justice in 1991 and from Whittier College School of Law in 1997 with a J.D. She is admitted to practice in Arizona and Texas.

“These attorneys exemplify the leadership, experience, dedication and quality on which Gust Rosenfeld prides itself,” said Tom Chauncey II, Executive Committee Member. “They are assets to the firm and practice groups. Their promotion is well deserved.

02-06-2007

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Hatch & Parent, LC

Appellate Decision Enables Public-Private Partnerships
In a well-reasoned opinion, the Third Appellate District affirmed that there is flexibility in the timing of the environmental review associated with public – private partnerships and projects. This decision should aide public agencies and businesses in developing successful projects, while providing the roadmap for proper compliance with the California Environmental Quality Act (CEQA). In Concerned McCloud Citizens v. McCloud Community Services District (2007 WL 4442 (Cal.App. 3 Dist.), the appellate court ruled that public agencies, businesses and developers may enter into agreements that enable them to conduct due diligence and assess project feasibility before conducting costly environmental review.

This is the first case to deal with an agreement that contained CEQA compliance as a condition precedent to the underlying project agreement. The McCloud Community Services District entered into an agreement for the sale of spring water with a private party that was expressly contingent on numerous future conditions. The Court held that the District could enter into an agreement with a private entity for a project without taking an action that constituted “approval of a project” under CEQA. In this case, the District retained the right through the agreement “to participate in and approve or disapprove of or modify major aspects of the prospective project.

Specifically, the underlying project agreement was carefully crafted to ensure that all required modifications to the proposed project would be integrated into any project approval based on the appropriate environmental review. The Court reasoned that the agreement “expressly recognizes the ultimate water bottling project is subject to CEQA, will be reviewed pursuant to CEQA, and the agreement may be modified as a result.” The Court further noted that the agreement does not preclude the District “from considering a full range of options depend ing on subsequent CEQA review,” including consideration of a “no project” alternative.

In other words, the contract provided sufficient contingencies and safeguards of the District's future exercise of discretion over the project so that entering into the agreement itself did not constitute ultimate project approval.

The court’s opinion provides a detailed explanation of specific contract provisions. The opinion also provides a thorough review of the factors that a public agency and private party should include in an agreement whose effectiveness is contingent on CEQA.

In sum, the court’s ruling provides valuable guidance to agencies and companies that want to appropriately defer environmental review while they conduct due diligence. Most importantly, the ruling will facilitate entering into public-private partnerships, while ultimately ensuring environmental issues are addressed before any project proceeds. For more information regarding the case, contact: Liz Rothman or Diane De Felice at (310) 5 0 0 - 4 6 1 6 ; L R o t h m a n @ h a t c h p a r e n t . c o m , DDefelice@hatchparent.com.

02-06-2007

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Mintz, Levin, Cohn, Ferris, Glovsky & Popeo P.C.

Pam Greene and Megan Gates will present at MCLE Seminar
Mintz Levin attorneys Pam Greene and Megan Gates will be presenting at the MCLE Seminar on February 6, 2007 at the MCLE Conference Center in Boston, MA. The seminar is entitled "The SEC's New Executive Compensation Disclosure Rules." It will include;

* CD&A: The Centerpiece of the Reforms
* New and Expanded Executive Compensation Tables
* Change in Control, Severance and Termination Arrnagement Disclosures
* Corporate Governance
* Answer and Question Session

Megan is a member in the firm's Boston office, practicing in the Business and Finance Section. She also serves as the Co-Chair of the firm's Securities Practice Group. She concentrates her practice on providing counsel to companies in public and private equity and debt financings and with respect to compliance obligations under the Securities Exchange Act of 1934. She has extensive experience with tender offers, exchange offers and going-private transactions, including preparation of offering documents and related materials. She also frequently advises clients with respect to corporate governance matters, including compliance with the Sarbanes-Oxley Act of 2002.

Pam is Special Counsel in the firm's Boston office, where she practices in the Business and Finance Section. Her practice concentrates on counseling public companies with respect to securities compliance under both the Securities Act of 1933 and the Securities Exchange Act of 1934 and corporate governance matters, including compliance with the Sarbanes-Oxley Act of 2002. In addition, she advises and represents public and private companies, as well as individuals on equity compensation matters.

02-06-2007

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Husch & Eppenberger, LLC

Husch & Eppenberger Supports The St. Louis Bar Foundation's Golden Anniversary Fundraiser
Husch & Eppenberger is the first law firm to commit funds to the St. Louis Bar Foundation's "Strengthening the Foundation of Justice" fundraising campaign. The Firm donated $10,000 to the Bar Foundation, which recently kicked off the fundraiser as part of its golden anniversary celebration.

The St. Louis Bar Foundation's goal is to enlist local law firms and individual attorneys to support its role as advocate for the St. Louis metropolitan legal profession, the justice system, and the community. The campaign's goal is $250,000.

Husch is a nationally ranked law firm with approximately 300 attorneys in seven cities across the Midwest and Mid-South. For more than eighty years, Husch has served local, regional, national, and international businesses; financial institutions; charitable and governmental organizations; and individuals in sophisticated litigation and business representation.

Husch's primary practice areas are general business litigation, product liability, land use and development, tax and estate planning, and corporate and financial transactions. The firm also offers specialized legal expertise in labor and employment, construction, environmental and regulatory, health law, insolvency, intellectual property and technology, franchise law, international law, and e-business.

In November 2006, The National Law Journal ranked Husch as the 132nd largest firm in the country in terms of number of lawyers. In June 2006, The American Lawyer named Husch as the 169th largest firm in the nation, based on 2005 gross revenues. These rankings are the result of the firm's commitment to growth and expansion in the Midwest and Mid-South, and its service to litigation and transactional clients nationwide.

Husch has offices in St. Louis, Kansas City, Jefferson City, and Springfield, Missouri; Peoria, Illinois; and Chattanooga and Memphis, Tennessee.

02-06-2007

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Kramer, Levin, Naftalis & Frankel, LLP

Rain Commodities To Acquire The Business Of Great Lakes Carbon Income Fund
Great Lakes Carbon Income Fund (the “Fund”) (TSX: GLC.UN) and Rain Commodities (USA) Inc. (“Rain”), announced that they have entered into a definitive agreement (the “Agreement”) to acquire all of the assets of the Fund. Under the Agreement, Rain, through a wholly-owned subsidiary, has agreed to acquire the Fund’s wholly-owned Canadian subsidiary, Carbon Canada Inc., which holds a 73.56% interest in GLC Carbon USA Inc. (“GLC”) and all of the outstanding 16% unsecured subordinated notes issued to the Fund by Huron Carbon ULC. Rain currently holds a 20.23% ownership interest in GLC. The balance of the 6.21% nonpublic equity interest in GLC is owned by certain members of GLC management and a third party holder.

The aggregate purchase price for the Fund is approximately C$437 million in cash. The proceeds of the sale equate to C$11.60 per outstanding unit of the Fund (“Unit”), which is expected to be distributed to Unitholders following completion of the transaction. On a fully-diluted basis, including Rain’s interest in GLC and the assumption of GLC’s third party debt, the enterprise value of the transaction is approximately C$767 million. The proposed transaction, which is subject to approval by 66 2/3rd of the votes represented at a Unitholders meeting, regulatory approvals and other customary closing conditions, is expected to close at the end of the first quarter of 2007. A termination fee of $14.5 million is payable to Rain by the Fund under certain circumstances. The Fund has set February 19, 2007 as the record date for a special meeting of Unitholders to approve the terms of the proposed transaction and the wind up of the Fund. The special meeting of Unitholders is expected to be held by the end of March, 2007. The Fund’s financial advisor, BMO Capital Markets, has provided an opinion to the Board of Trustees of the Fund (the “Board of Trustees”) that the consideration to be received by the Unitholders under the Agreement is fair from a financial point of view to the Unitholders. The Board of Trustees has unanimously determined that the Agreement and the proposed transaction are fair to and in the best interests of the Fund’s Unitholders. Accordingly, the Board of Trustees has unanimously recommended that the Unitholders vote in favour of the special resolution to approve the proposed sale and the winding-up of the Fund. The sale of the Fund’s assets is the outcome of a review by the Board of Trustees of alternatives for maximizing unitholder value. The Fund’s business is located entirely outside of Canada.

The proposed transaction also constitutes a related party transaction for the purposes of applicable securities laws. The Fund and Rain have applied, or will apply, for a discretionary exemption from the applicable securities regulatory authorities from the requirement to prepare a formal valuation. After submission of the requisite notices and applications, it is intended that the Units will be de-listed from the Toronto Stock Exchange as soon as practicable following the closing of the proposed transaction. Following the redemption of the Units, the Fund will cease to be a reporting issuer and will be wound up.

Adam S. Karasik (Corporate Associate), Ernest S. Wechsler (Corporate Partner), Kenneth Chin (Banking & Finance Partner), J. Eric Wise (Banking & Finance Partner), Abbe L. Dienstag (Corporate Partner), Barry Herzog (Tax Partner), Avram Cahn (Employee Benefits Associate), Carol Archer (Corporate Associate) and Brooke Pollak (Corporate Associate) of Kramer Levin Naftalis & Frankel LLP are acting as legal counsel to Rain Commodities Limited. Stikeman Elliott LLP is acting as Canadian legal counsel to Rain Commodities Limited. BMO Capital Markets is acting as financial advisor to the Fund. Torys LLP is acting as legal counsel to the Fund and Osler, Hoskin & Harcourt is acting as legal counsel to the Board of Trustees. Citigroup Corporate and Investment Banking is acting as financial advisor to Rain Commodities Limited.

02-06-2007

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King & Spalding

King & Spalding Continues Expansion of its FDA/Healthcare Practice With Arrival of Partner Pam Furman and Consultants Ann Graham and Anne Kelly
In the continuing expansion of its FDA/Healthcare practice, King & Spalding, a leading international law firm, announced today the addition of partner Pamela J. Furman and consultants Ann Graham and Anne E. Kelly, whose special expertise enhances the firm's practice serving the pharmaceutical, biotechnology and medical device industries on FDA and healthcare regulatory issues. The arrival of these three women brings to 35 the total number of attorneys and non-attorney professionals in the practice, making it the largest legal practice in the United States dedicated to the FDA and healthcare matters. This practice has more than doubled in size since 2004.

Furman, with a broad medical device practice that focuses on pre-market submissions and enforcement issues, joins King & Spalding’s Washington, D.C., office as a partner. She will represent clients in areas including orthopedic, cardiovascular, surgical and dental devices. Furman was a principal at Olsson, Frank and Weeda, P.C.

Graham, as former branch chief of anesthesia and respiratory devices for the Office of Device Evaluation of the U.S. Food and Drug Administration, was responsible for review and approval of investigational device exemption applications as well as pre-market review and approval of these devices. At King & Spalding, she will specialize in the area of product submissions and medical devices, primarily for the medical device industry.

Anne E. Kelly, who recently served as senior vice president of quality for Andrx Pharmaceuticals, Inc., and is a former Midwest regional non-sterile drug expert and biologics specialist for the FDA’s Chicago district office, will specialize in the area of quality systems, FDA product compliance standards and current good manufacturing practices for drugs, biologics and medical devices.

Both Kelly and Graham are based in the firm's Washington, D.C., office.

"We welcome Pam, Ann and Anne and look forward to the contributions they will make to our practice and our clients,” said John T. Bentivoglio, co-head of King & Spalding's FDA/Healthcare practice. "We are proud of the work we do for our more than 500 life sciences clients, and we believe the addition of these newest members of our team will strengthen our reputation as the ‘go to’ law firm for medical devices."

More than 150 King & Spalding attorneys and non-attorney professionals devote all or a substantial portion of their practice to serving the firm’s drug, device and biotech clients.

"For our pharmaceutical, medical device and biotech clients, getting top-notch counsel at every stage of the product life cycle is key," said Mark S. Brown, co-head of King & Spalding's FDA/Healthcare practice. "Pam, Ann and Anne add another dimension in our ability to do that by bringing us their special skills in FDA medical and regulatory issues."

Furman is nationally recognized for her work in medical devices and knowledge of FDA laws and regulations, specifically, pre-market submissions, quality system regulation compliance, recalls, medical device reporting, promotion and advertising, reclassification and import and export issues. She is vice chair for education programs of the Life Sciences Practice Group of the American Health Laws Association. She earned a B.A. degree in Political Science, summa cum laude, at Yale University and a J.D. degree at Stanford Law School.

Graham, an anaesthetist with 22 years’ experience at the FDA, has focused on review of medical device pre-market submissions, technology assessments and setting standards for medical equipment manufacturers. She received an M.PH. in Epidemiology from Johns Hopkins University and a B.S. in Nursing from Northeastern University.

Kelly is a former FDA investigator, industry consultant on FDA compliance and vice president of quality with extensive experience in all aspects of current good manufacturing practices. She will assist the firm’s clients in identifying potential CGMP problems and developing efficient and cost-effective solutions. She earned a B.S. in Medical Laboratory Science at the University of Illinois.

King & Spalding's Washington, D.C.-based FDA/Healthcare practice comprises 35 attorneys and non-attorney professionals who focus on assisting drug, device and biologics manufacturers at every stage of the product life cycle. The lawyers in this practice have expertise on a wide range of issues, including clinical development, FDA approval, CMA coverage and reimbursement, post-market advertising and promotion and healthcare regulatory compliance.

King & Spalding's Washington, D.C., office employs more than 160 attorneys and non-lawyer professionals, including government relations specialists, trade consultants and policy advisors. These lawyers and professionals practice in a broad range of areas including antitrust, class-action and mass tort litigation, commercial disputes, corporate finance, corporate governance, environmental, FDA/healthcare, public policy and government advocacy, government investigations, international trade, mergers and acquisitions and tax, among others.

02-06-2007

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King & Spalding

King & Spalding's Corporate & Finance Practices Receive High Marks in Inaugural Edition of The Legal 500: US
King & Spalding, an international law firm, has earned rankings in four corporate and finance practice areas in the inaugural edition of The Legal 500 US Volume I: Corporate & Finance. In addition, The Legal 500 singles out 14 King & Spalding corporate and finance lawyers as among the best in their chosen fields.

The Legal 500 US ranked King & Spalding as among the best in the United States in these practice areas, singling out individual lawyers as leaders in their fields:

International Mergers and Acquisitions (International Deals $1bn-$5bn) - Tier 1
Bill Baxley
Glenn Campbell
Jack Capers
Sandi Hallmark
Jim Wilson
Stephen Wiseman

Private Equity (Buyouts sub-$1bn) - Tier 1
Ray Baltz
William Roche

Credit and Syndicated Transactions - Tier 2
Carolyn Alford
Todd Holleman
Margaret O'Neil

Corporate Restructuring (Advice to companies and debtors) - Tier 3
Sarah Borders
Paul Ferdinands
James Pardo

The Legal 500 guides review the strengths and strategies of law firms in over 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Researchers speaks to thousands of law firm clients in order to identify the best law firms across the globe.

02-06-2007

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