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Cleary, Gottlieb, Steen & Hamilton, L.L.P.

Mittal in €26.6 Billion Arcelor Deal, Merger Will Unite World s Two Largest Steelmakers
Cleary Gottlieb is advising long-time client Mittal Steel in its unsolicited but ultimately recommended bid for Arcelor, which was first announced on January 27, 2006 and culminated in the announcement on July 26 that approximately 92% of Arcelor’s shares had been tendered into Mittal Steel’s €26.6 billion offer. Settlement of the offer will occur on August 1, with a subsequent offering period to close in mid-August and settle in early September. The combined entity, Arcelor Mittal, will be, at 100 million tons of steel shipped per year, the world’s largest steel company, more than three times larger than its closest rival.

This transaction attracted a great deal of media attention for reasons including the initially hostile nature and the prolonged (five month) and hard-fought takeover battle; the nature and histories of the companies involved; political considerations (Arcelor results from the combination of three European steel companies and operates in a symbolic and politically-charged sector, and several governments initially expressed opposition to or reservations about the bid); and the role of shareholder activism and importance of corporate governance considerations in the takeover battle.

The transaction was extremely complex from the regulatory perspective. The terms and documentation of the offer required the approval of the Belgian, French, Luxembourg and Spanish securities regulators since Arcelor is listed on markets in all four jurisdictions. The applicable regulatory framework for the bid therefore had to be constructed sui generis since the European Takeover Directive had not yet been implemented in the relevant jurisdictions. The share offering prospectus required the approval of the Dutch securities regulator as Mittal Steel is a Dutch company, and the offering was registered with the SEC (among other reasons because Mittal Steel’s shares are NYSE-listed). Antitrust filings were necessary in the EU, U.S., Canada and various other jurisdictions around the world. The transaction was further complicated by Mittal Steel’s agreed on-sale for approximately C$5.6 billion to Thyssen-Krupp of Dofasco, a Canadian steel company acquired by Arcelor after a prolonged take-over battle that ended just before the launch of Mittal Steel’s bid and the possibility that Mittal Steel might have to launch an offer to buy out the minority interests in Arcelor’s listed Brazilian subsidiaries for over €3 billion.

In addition to clearing the regulatory hurdles, Mittal Steel had to overcome a wide array of defensive measures employed by Arcelor. These included: a concentrated effort to obstruct or delay the necessary regulatory approvals; the placing of Dofasco into a stichting (a Dutch foundation), the unanimous approval of whose board is required for any sale of the company; and the signing an agreement with the controlling shareholder of Severstal, a Russian steel company, providing for the acquisition of a controlling interest in Arcelor without a premium or a subsequent mandatory bid, subject only to antitrust approval and the veto of 50% of the total outstanding share capital (where historical EGM attendance averaged around 35%).

Mittal Steel overcame each of these hurdles. The regulatory approvals were obtained after months of protracted effort and negotiation. The Dofasco stichting proved non-dissuasive. A shareholder revolt led to the withdrawal of the proposed share buyback and undid the Severstal stitch-up, which was ultimately rejected by 60% of total outstanding shares at an EGM. Mittal Steel continued to seek negotiations with Arcelor’s Board throughout the process with the goal of obtaining a recommendation, which it did on June 25 after having seen off the various defensive measures, revising its offer on two separate occasions and signing a Memorandum of Understanding relating, among other things, to revised offer terms and corporate governance matters.

Cleary Gottlieb is acting as sole transaction counsel to Mittal Steel and handling all aspects of the transaction, working with local counsel in various jurisdictions (principally Luxembourg, Spain and the Netherlands).
Practice Groups: Antitrust and Competition - European, Antitrust and Competition - U.S., Belgian Law, Corporate Governance, French Law, Mergers, Acquisitions and Joint Venture.

07-26-2006

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Proskauer & Rose, LLP

Proskauer Rose Partners with Habitat for Humanity to Build House for New Orleans-Area Family
This Friday and Saturday, July 28 and 29, Proskauer Rose LLP, an international law firm with more than 650 lawyers in the United States and Europe, will bring together 75 summer associates, attorneys and staff from its national and New Orleans offices to partner with Habitat for Humanity to build a house in Slidell, Louisiana for a local family. The firm will also donate $45,000 to Habitat for the cost of the house.

""This is a significant event that gives us the opportunity to help the New Orleans community and to provide our summer associates with a more meaningful experience with the firm,"" said Howard Shapiro, head of Proskauer's New Orleans office. ""Instead of spending thousands of dollars on a party or similar social outing, we are providing an important public service and giving our summer associates the opportunity to literally get their hands dirty and give something to a community that continues to be in desperate need. The response and excitement within the firm has been tremendous.""

The four-bedroom house is being built in Slidell, a suburb of New Orleans, for Natasha Arrington and her four children. Ms. Arrington is currently living in a three-bedroom house with a total of 13 family members, many of whom were displaced by Hurricane Katrina.

""This home will offer an extraordinary opportunity for Ms. Arrington and her family,"" said Bernard Plum, Co-Chair of Proskauer's Labor and Employment Department, who, with Mr. Shapiro, will participate in the home building and present Proskauer's check to Habitat for Humanity on Friday morning. ""It's also an unprecedented event for the firm or any large law firm, for that matter as it brings together summer associates in our U.S. offices and allows us to continue to help a community that is so important to us.""

Proskauer Rose is the only major New York law firm with an office in New Orleans. Opened in October 2004, the firm's New Orleans office specializes in the nationwide defense of large national and global employers in the area of employee benefits and employment litigation. Following Hurricane Katrina, all attorneys and staff in the office relocated temporarily to Proskauer's offices in Boca Raton and New York and temporary offices in Baton Rouge. The firm extended support, counseling, and financial assistance to all of its New Orleans personnel, including providing housing and assisting them with all other aspects of relocation. Proskauer also established The Proskauer Rose Disaster Recovery Fund, which provides financial assistance to the firm's New Orleans personnel as well as support for relief efforts in the city. The office re-opened in December 2005.

07-26-2006

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Dykema Gossett PLLC

Dykema Attorney Receives Champion Of Justice Award
Elliott S. Hall, Of Counsel in Dykema’s Government Policy Department, has been selected by the Board of Commissioners of the State Bar of Michigan to receive its 2006 Champion of Justice Award. Not more than five Champion of Justice Awards are given to practicing lawyers and judges each year by the State Bar of Michigan. The award is based on integrity and adherence to the highest principles and traditions of the legal profession, superior professional competence, and an extraordinary professional accomplishment that benefits the nation, the state, or the local community in which the lawyer or judge lives.

Mr. Hall’s practice focuses on government policy and practice matters with emphasis on legislative issues pertaining to the automotive industry, as well as matters relating to municipalities. Active in the business community, Mr. Hall serves on many corporate boards in Detroit and Washington, D.C.

Mr. Hall joined Dykema in 1985 as a litigator. Shortly thereafter he was appointed Vice-President of Washington Affairs for Ford Motor Company. He was the first African American Vice-President in the history of Ford. He was with Ford for 15 years and returned to Dykema in 2002. His extensive legal background included assignments as a former Chief Assistant Prosecutor for Wayne County and Corporation Counsel for the City of Detroit. He was also a former President of the Detroit Bar Association and Wolverine Bar Association..

A resident of Washington, D.C., Mr. Hall received his B.A. and his J.D. from Wayne State University.

07-26-2006

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Robinson & Cole LLP

Robinson & Cole Land Use Lawyer Addresses Urban Land Institute
Dwight H. Merriam, a lawyer in R&C's Land Use Group recently addressed 150 Urban Land Institute members, who are Seattle planners and developers, on the emergence of compact development. Click here for presentation.

07-26-2006

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Baker & Hostetler, L.L.P.

Patricia Poole Assumes Legal Aid Board Presidency
Patricia Poole, a partner in Baker Hostetler’s Cleveland office, is the new president of The Legal Aid Society of Cleveland’s Board of Trustees, the governing body for Legal Aid – the nonprofit law firm for low-income families in Northeast Ohio. Ms. Poole began her term on July 1.

Ms. Poole has been an active Legal Aid board member since 2003 and co-chaired Legal Aid’s 100th Anniversary Gala in 2005. The Gala event hosted Senator Hillary Rodham Clinton as the keynote speaker. Ms. Poole has been an active fundraiser for Legal Aid, and previously served on numerous board committees.

More specifically, Ms. Poole has worked during her tenure to recruit well-qualified board members. She served on the committee which recruited and hired Legal Aid’s new executive director, Colleen Cotter. “We look forward to Pat’s guidance and leadership during the upcoming year; her passion for justice is inspirational,” said Ms. Cotter.

Ms. Poole plans to focus her presidency on strategic planning and staff salary issues. Legal Aid staff and board members commenced a strategic planning process, and Ms. Poole expects to begin implementation of the strategic plan during her term. “It is important that The Legal Aid Society of Cleveland develop a solid strategic plan to ensure its continued growth and success in the upcoming years. Legal Aid has always and will continue to deliver top-notch legal services to its clients,” said Ms. Poole

“Pat’s commitment to social justice, demonstrated by her involvement on the board of Legal Aid, combined with her leadership capabilities, make her an outstanding choice for president,” said Hewitt Shaw, Managing Partner of Baker Hostetler’s Cleveland office.

“Having witnessed Pat’s leadership first-hand, from her coordination of the firm-sponsored ‘Brief Advice & Referral Clinic’ to the instrumental role she assumed in finalizing our recent grant to sponsor Legal Aid’s Special Education Attorney position, I know she will bring those same abilities to her role in providing vision and leadership to the Board in all its future endeavors. Pat has earned the respect of all of us here at the firm for her tireless efforts and we are proud to support her in her new role with Legal Aid,” said Shaw.

Ms. Poole’s leadership will be complemented by her executive committee: vice-presidents David Kutik, Esq. (Jones Day), Edward Icove, Esq. (Smith & Condeni) and secretary Carole Heyward, Esq. (Cleveland-Marshall College of Law).

Legal Aid provides high-quality free legal assistance to those in need from five Northeast Ohio counties. For more information on Legal Aid’s services, visit www.lasclev.org or call 216-861-5217.

Ms. Poole is available for interviews regarding the legal needs of low-income families in Northeast Ohio.

07-26-2006

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Andrews Kurth

Chris Fenelon Joins Andrews Kurth
Andrews Kurth announces the arrival of Chris Fenelon, who joins the Tax section as a Partner and will work in the firm's Houston office. Fenelon brings 24 years of ERISA and employee benefits experience to the firm.

Fenelon's practice focuses on all aspects of executive compensation, retirement plans, ERISA fiduciary matters, income tax aspects of qualified and non-qualified plans, and welfare arrangements including COBRA compliance. He works with both public companies and large privately held firms across the country.

""I'm delighted to be part of Andrews Kurth,"" Fenelon said. ""The firm's comprehensive tax practice and client base are a perfect fit with my employee benefits practice and will enable me to offer my clients a complete portfolio of legal services.""

Fenelon received his LL.M. from New York University in 1982 and his J.D. from Emory University in 1981. He graduated from the University of Connecticut with a B.A. in Political Science, 1978, magna cum laude.

""We are proud to have a lawyer of Chris' caliber join our firm,"" says Tom Ford, Chair of the firm's Tax section. ""His experience and skill in ERISA matters are strong additions to our practice.""

For more than a century, Andrews Kurth LLP has built its practice on the belief that ""straight talk is good business."" Real answers, clear vision and mutual respect define the firm's relationships with clients, colleagues, communities and employees. With more than 400 lawyers and offices in Austin, Beijing, Dallas, Houston, London, Los Angeles, New York, The Woodlands and Washington, DC, Andrews Kurth represents a wide array of clients in all areas of business law.

07-26-2006

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Weltman, Weinberg & Reis, Company

Weltman, Weinberg & Reis Co., L.P.A. Is Pleased to Announce That Beth Ann Schenz, Esquire, Has Rejoined the Firm
Weltman, Weinberg & Reis Co., L.P.A., the nation’s largest creditors’ rights law firm based on revenue and placements according to Collections & Credit Risk magazine, welcomes Beth Ann Schenz back to the firm.

Beth Ann Schenz will be working in the bankruptcy department of the Brooklyn Heights office. Ms. Schenz has a B.S. in Business Administration from the Xavier University (1992) and a J.D. from the Cleveland State University, Cleveland-Marshall College of Law (2001). She was previously employed at Roetzel & Andress. As a member of the Cuyahoga County Bar Association, Ms. Schenz is currently serving as Co-Chair of the Bankruptcy Committee. In addition, Ms. Schenz is a member of the Federal, Ohio State and Cleveland Bar Associations as well as the American Bankruptcy Institute and the International Women’s Insolvency & Restructuring Confederation. Ms. Schenz is licensed in the state courts of Ohio and admitted to practice before the U.S. District Court (Northern District of Ohio, Southern District of Ohio), the Sixth Circuit Court of Appeals and the United States Supreme Court. Ms. Schenz has been a speaker for the Lorman Education Services and the National Business Institute CLE programs.

07-26-2006

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