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Sonnenschein Adds Tax Attorney Michael J. Legamaro
Sonnenschein Nath & Rosenthal LLP today announced that Michael J. Legamaro has joined the law firm as a partner in its Chicago office and a member of the national Taxation practice. Most recently, he was a principal at Schwartz Cooper Chartered in Chicago and head of the International practice.

“Michael brings a depth of knowledge in the areas of real estate, corporate partnership and international tax which will significantly advance the interests of our clients,” said Marc Teitelbaum, chair of Sonnenschein’s Taxation practice. “He will be an important contributor to the growth of our practice in Chicago and across the country.”

Legamaro focuses on foreign and domestic tax matters. He assists corporations (both public and private), partnerships and real estate investment trusts in the analysis, structuring and negotiation of corporate and real estate transactions. In addition, he has developed an expertise in international tax-related planning solutions for multinational corporations and wealthy multi-jurisdictional families and individuals.

“Sonnenschein’s sophisticated and significant corporate, real estate and estate planning services will be of great value to my clients,” said Legamaro. “I look forward to working with my partners in the Taxation practice and across the firm to meet their full range of legal needs.”

A frequent author and speaker, Legamaro is a member of the International Tax Specialists Group and the Society of Trust & Estate Practitioners. He received a J.D. degree from the Northwestern University School of Law and an A.B. degree, summa cum laude, from Washington University in St. Louis, where he was selected to Phi Beta Kappa, Omicron Delta Kappa, and a number of other honorary organizations.

11-16-2006

Poyner & Spruill Attorney Certified As Specialist in Commercial Real Property Transactions By North Carolina State Bar
Paul A. Arena, an attorney in Poyner & Spruill’s Raleigh office, was recently certified by the North Carolina State Bar as a specialist in Real Property Law: Business, Commercial and Industrial Transactions. He is one of 55 lawyers state-wide to achieve this distinction. Paul’s practice focuses on acquisition, financing, development and leasing of real property. He received both his B.A and J.D degrees from the University of North Carolina, in 1993 and 1996 respectively. He is a member of the Real Property Law Section, Business Law Section and Land Use Section of the North Carolina Bar Association.

Paul represents real estate developers in contract negotiation, due diligence and title review, analysis of local government ordinances and policies, negotiation with local governments, preparation of reciprocal easement agreements and restrictive covenants and organization of homeowner’s associations. He advises real estate developers and investors in the tax implications of real estate transactions including conventional and reverse tax-deferred exchanges. He can be reached at 919.783.2852 or parena@poynerspruill.com.

The North Carolina State Bar certifies lawyers as specialists in designated practice areas as a service to the public. The program assists members of the public in the selection of legal counsel by identifying lawyers who have demonstrated special knowledge, skill and proficiency in certain areas of law. The program also gives lawyers a credible way of making their expertise known to the public and other lawyers.

To be certified as a specialist in a practice area, a lawyer must have been in practice for at least five years, devote a significant part of his or her practice to the specialty area, attend continuing legal education (CLE) seminars in the specialty, be favorably evaluated by other lawyers and judges (peer review), and pass a written examination in the specialty practice area. For more information about the North Carolina Legal Specialization program, and to view a list of legal specialist by practice area.

11-16-2006

McCarthy Tétrault Receives Canadian National Pro Bono Law Firm Award
McCarthy Tétrault is proud to announce that it garnered the Canadian National Pro Bono Law Firm Award this evening at the first-ever National Pro Bono Conference, being held at the Metropolitan Hotel in Toronto on November 16 and 17, 2006.

"While this recognition of our efforts is certainly an honour, we view pro bono work as a responsibility that our firm and the entire legal industry must continue to shoulder," said W. Iain Scott, McCarthy Tétrault Chair and CEO. "We are proud of the $1.2 million in pro bono services that 192 McCarthy Tétrault lawyers contributed so far this year to communities across Canada in 2006, but there is still much work to be done. It is our hope that this award serves as an instrument of inspiration and change, beginning with the formation of Pro Bono Law organizations all across Canada."

The Canadian National Pro Bono Law Firm Award recognizes the outstanding contribution the recipient firm has made in the provision of pro bono legal services and the significant strides the firm has made towards the establishment of policies and programs that encourage lawyers to volunteer to represent low-income individuals. The firm has demonstrated dedication to the development and delivery of legal services through its pro bono program and has contributed significant work towards developing innovative approaches to volunteer legal services.

In its pro bono services, McCarthy Tétrault lawyers work with the Regent Park Neighbourhood Initiative, which was established to advocate and protect the interests of the residents of Regent Park in Toronto, and to reduce poverty and increase the quality of life for all its 7,500 residents.

McCarthy Tétrault also help make a real difference for law schools, students and communities in need through financial support and as the sole national law firm partner to Pro Bono Students Canada (PBSC). This national organization of more than 6,500 law students works with over 500 public interest and community groups in need of legal services. This is a quadruple win situation – for law students, law schools, the community and McCarthy Tétrault lawyers.

The firm also helps children in the Unaccompanied Minors Project, in partnership with Pro Bono Law Ontario and the Immigration and Refugee Board of Canada. This program matches McCarthy Tétrault lawyers with children who arrive alone at Toronto’s international airport from foreign countries and helps them navigate the complicated refugee claim process.

The firm’s lawyers also support ArtScape, a non-profit organization devoted to enhancing creativity in communities, and its Green/Arts Barn Project, which will restore and redevelop the historic Wychwood TTC streetcar repair barns in Toronto. The Project will provide affordable housing and work studios for artists, offer affordable office space for arts and environmental non-profit organizations and provide a venue for community festivals. The land surrounding the barns will become a park. Our lawyers help in negotiations for the lease of land, land-use planning and zoning, easement agreements and sub-leases for artists and others.

11-16-2006

UPDATE 2- Holders sue private equity firms over deals
Shareholders filed a federal lawsuit on Wednesday against 13 private equity firms that alleges their investments were hurt when the buyout firms violated antitrust laws by conspiring to fix deal prices.

The lawsuit names big private equity firms, including the Carlyle Group, Texas Pacific Group Ventures Inc. [TPG.UL], the Blackstone Group [BG.UL] and Kohlberg Kravis Roberts & Co. [KKR.UL].

It claims the plaintiffs "were paid less for their equity shares that they sold to the private equity defendants and their co-conspirators than they would have been paid under conditions of free and open competition."

The lawsuit, which seeks class-action status, cites news reports of an investigation by the U.S. Department of Justice "into potential collusion by large buyout firms."

On Tuesday, Blackstone President Tony James told the Reuters Investment Banking Summit that he had never seen collusion between private equity firms.

The complaint, filed in U.S. District Court in Manhattan, alleges that the investment firms formed "clubs" among themselves to bid collectively in buyout actions. It also charges that the firms exchanged information and submitted bids at agreed upon prices.

This year, 901 private equity deals worth $289 billion have been announced in the United States. That is nearly twice the value twelve months ago, according to Dealogic, a financial data provider.

The firms, which pool private and institutional capital, are targeting larger and more recognizable companies.

The plaintiffs are individuals who own shares of Univision Communications Inc. , HCA Inc. and Harrah's Entertainment Inc. . They seek unspecified damages.

Univision agreed in June to a $12.3 billion buyout by four private equity firms and media mogul Haim Saban. Univision said on November 2 that the deal was expected to close in the first quarter.

HCA, the No. 1 U.S. hospital operator, agreed to be acquired by an investor group that includes Bain Capital, KKR, and Merrill Lynch & Co. for about $21 billion in cash. That deal is expected to close in the fourth quarter of 2006.

Bain and Merrill are also named as defendants in the lawsuit.

Harrah's is reviewing a buyout offer worth more than $15 billion from Apollo Management and Texas Pacific Group. Apollo is also named in the complaint.

Among companies that have done, or are doing, transactions for prices that are below market rates due to the alleged conspiracy are: Linens 'n Things Inc. , Michaels Stores Inc. , OSI Restaurant Partners Inc. , Warner Chilcott PLC , Serena Software Inc., and Freescale Semiconductor Inc. , according to the lawsuit.

The other buyout firms named in the lawsuit are Clayton, Dubilier & Rice, Silver Lake Partners, Thomas H. Lee Partners, Madison Dearborn Partners, Warburg Pincus and Providence Equity Partners.

Representatives for KKR; Texas Pacific; Bain; Blackstone; Clayton, Dubilier; Merrill Lynch; and Warburg Pincus declined to comment on the lawsuit. Representatives for the other firms named in the lawsuit were not immediately available.

11-16-2006

Alan Levine Named Chair of the Board of Legal Aid Society of New York
Alan Levine, partner in charge of Cooley Godward Kronish’s New York office, has been elected Chair of the Board of Directors of The Legal Aid Society of New York. Mr. Levine was elected at the Legal Aid Society’s annual meeting on November 15, 2006.

“I am extremely honored to be elected Chairperson as the work of the Legal Aid Society is so vital to the interests of underprivileged New Yorkers,” said Mr. Levine. “It is humbling to follow Patricia Hynes as Chairperson who served with such distinction. I look forward to working with both the talented staff attorneys and the member firms who contribute their time so generously to achieve the ambitious agenda of the Legal Aid Society.”

Founded in 1876, the Legal Aid Society is the nation’s oldest and largest provider of legal services to the indigent. The Society’s core service is to provide free legal assistance to New Yorkers who live at or below the poverty level and cannot afford to hire a lawyer when confronted with a legal problem.

Mr. Levine has been active in the Legal Aid Society for several years, including serving as a member of its Board. In addition, the New York office of Cooley Godward Kronish has received the Pro Bono Award for outstanding contributions to the Legal Aid Society in 2004, 2005 and 2006, and earlier this year, seven Cooley Godward Kronish attorneys in New York received individual Pro Bono Awards for their work on the Legal Aid Society’s immigration program.

One of the nation’s most accomplished litigators, Mr. Levine has long been active in civic and community affairs. He currently serves as a member of the New York State Commission on Public Authority Reform and as a member of the Board of the Jewish Theological Seminary. In 2006, the Police Athletic League honored Mr. Levine with the Robert M. Morgenthau Award for being “a tireless advocate for the community.”

Mr. Levine served for eight years (1998-2006) as managing partner of Kronish Lieb Weiner & Hellman LLP, a premier, 110-lawyer firm in Manhattan which merged on October 1, 2006 with Cooley Godward LLP to form Cooley Godward Kronish LLP. Prior to joining Kronish Lieb, Mr. Levine served as an Assistant United States Attorney in the Southern District of New York, where he played a key role in the investigation and prosecution of union corruption on the New York City waterfront.

11-16-2006

Cooley Partner Margaret H. Kavalaris Honored by Hugh O’Brian Youth Leadership
Margaret Kavalaris, a founding partner of Cooley Godward Kronish LLP’s Washington, DC office, was honored by Hugh O’Brian Youth Leadership (HOBY) at the Albert Schweitzer Leadership Awards Dinner in New York City on November 13, 2006.

Kavalaris, a corporate and securities partner specializing in taking technology and biotech companies through M&A or public offering transactions, was honored with HOBY’s Inspiration Award for her ongoing, significant contributions to the business community.

Since 1985, HOBY has presented a select group of individuals and organizations with awards that recognize leadership in many diverse areas of human endeavor. The awards are presented to deserving men, women and organizations who have demonstrated superior leadership in business, philanthropy and the professions, and who have made notable contributions to youth.

Kavalaris has a long history of public service and community leadership. She has served as Chair of the Women’s Campaign Forum in Washington DC; Member of the Harvard Women's Leadership Board in Cambridge, Mass; Trustee of the San Francisco Zoological Society; Director of the DC Tech Council in Washington DC; Chair of the Crystal Springs Uplands School Board of Trustees in Hillsborough, CA; Director of the California Alumni Association in Berkeley, CA; and Member of the University of California Millennium Capital Campaign in Berkeley, CA.

Kavalaris earned a BA from the University of California, Berkeley and a JD from University of San Francisco School of Law.

11-16-2006

FGB Wins Significant Pro Bono Victory
On October 2, 2006, the Supreme Court of the United States denied Educational Credit Management Corporation's ("ECMC") petition for certiorari, thereby leaving in place the United States Court of Appeal for the Eighth Circuits' affirmance of the United States Bankruptcy Court's discharge of student loans held by Laura Reynolds. Flynn, Gaskins & Bennett partner, Jon Strauss, along with Monica Clark of Dorsey & Whitney LLP, were proud to represent Ms. Reynolds in these appellate hearings and the underlying trial.

In May 2001, Ms. Reynolds sought discharge of over $142,000 in student loan debt acquired while obtaining her law degree at the University of Michigan. Since high school, Ms. Reynolds has suffered from persistent, debilitating depressive conditions and received diagnoses of major depression, panic and anxiety disorder and borderline personality disorder. Although she passed the Colorado bar exam, she was never able to obtain employment as an attorney. At the time of trial, Ms. Reynolds held a clerical job that did not pay enough to cover her monthly student loan obligations. The Bankruptcy Code makes it difficult for debtors to discharge student loans, requiring that debtors prove it would be an "undue hardship" to maintain their loans.

Despite finding that Ms. Reynolds had some disposable income, the Bankruptcy Court discharged the entirety of Ms. Reynolds' debt. The bankruptcy court held “there is really no doubt that preserving the Debtor’s liability for even a portion of her educational loan burden would impose a hardship on her . . . [which] under the totality of her circumstances . . . would be ‘undue.’” Reynolds v. Pennsylvania Higher Educ. Assistance Agency (In re Reynolds), 303 B.R. 823, 840 (Bankr. D. Minn. 2004). The creditors appealed, but the United States District Court for the District of Minnesota affirmed, finding that “[t]he Eighth Circuit’s adherence to a highly particularized approach suggests that non-financial concerns may authorize discharge even when the debtor has some disposable income.” United States Dep't of Educ. v. Reynolds, 2004 WL 1745835, at *4 (D. Minn. Aug. 2, 2004).

Three creditors, including the United States Department of Education, appealed to the Eighth Circuit. The Eighth Circuit had recently affirmed that it relied on the more discretionary "totality of circumstances test," as opposed the the stricter "Brunner" test used in most other Circuits. Jon argued on behalf of Ms. Reynolds before an Eighth Circuit panel. In October 2005, the Eighth Circuit, noting that "a debtor's health and financial situations are inextricably intertwined," affirmed the Bankruptcy and District Court decisions. The Eighth Circuit emphasized, "[w]e will not adopt an interpretation of 'undue hardship' that causes the courts to shut their eyes to factors that may lead to disaster, both personal and financial, for a suffering debtor." Reynolds v. Pa. Higher Educ. Assistance Agency, 425 F.3d 526 (8th Cir. 2005). cert. denied, Educational Credit Management Corp. v. Reynolds, --- S.Ct. ----, 2006 WL 1130539 (U.S. Oct 02, 2006). In January 2006, the Eighth Circuit denied the creditors’ petitions for rehearing en banc, by a vote of 6 to 5.

With the Supreme Court's denial of certiorari, Ms. Reynolds' loans are officially discharged. Although this matter is at an end, the related Bankruptcy Court and Eighth Circuit opinions are cited frequently in cases where individuals with mental illness and other similar conditions, who would not have received any relief from the courts before Reynolds, are now having their student loans discharged in bankruptcy.

11-16-2006

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