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General Motors Convertible Debentures Offering
Davis Polk & Wardwell advised Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman, Sachs & Co. as joint book-running managers of a $1.5 billion offering by General Motors Corporation of its 1.50% Series D convertible senior debentures due 2009. In connection with the offering, Davis Polk also advised an affiliate of Citigroup Global Markets Inc. on a capped call transaction with respect to the common stock of General Motors.

General Motors, headquartered in Detroit, Michigan, is the world’s largest automobile manufacturer, based on 2006 sales.

The Davis Polk corporate team included partners Richard A. Drucker and Sarah E. Beshar and associates Arthur Einav and Pheabe S. Morris (not yet admitted). The equity derivatives team included partner John M. Brandowand associates Mark M. Mendez, Jae Myung Kim and Derek Dostal (not yet admitted). The tax team included partners Michael Mollerus and Lucy W. Farr and associate Arie Rubenstein (not yet admitted). Lisa Garmong was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.

05-31-2007

IndyMac Bank, F.S.B. Preferred Stock Offering
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. as joint bookrunners on an offering pursuant to Rule 144A and Regulation S of $500 million of 8.50% perpetual non-cumulative fixed-rate preferred stock of IndyMac Bank, F.S.B., a wholly owned subsidiary of IndyMac Bancorp, Inc.

Headquartered in Pasadena, California, IndyMac Bank is a $29 billion-asset hybrid thrift/mortgage bank, and is the 7th largest savings and loan and the 2nd largest independent mortgage lender in the nation. IndyMac Bank provides cost-efficient financing for the acquisition, development, and improvement of single-family homes, as well as other banking products to facilitate consumers’ personal financial goals.

The Davis Polk team included partners John M. Brandow and Luigi L. De Ghenghi and associates Pieter Weyts, Gloria Qiao (not yet admitted) and Joanna A. McGinley (not yet admitted) of the New York office and associate John Crawford of the Menlo Park office. Partner Samuel Dimon and associate Raymond J. Holst of the New York office provided tax advice. Erica Nuber was the legal assistant on the transaction.

05-31-2007

The Travelers Companies, Inc. Senior Notes Offering
Davis Polk & Wardwell advised Banc of America Securities LLC, Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC as joint book-running managers and representatives of the several underwriters on an SEC-registered offering by The Travelers Companies, Inc. of $1.5 billion aggregate principal amount of its senior notes, which consisted of $250 million aggregate principal amount of 5.375% senior notes due 2012, $450 million aggregate principal amount of 5.750% senior notes due 2017 and $800 million aggregate principal amount of 6.250% senior notes due 2037.

Based in St. Paul, Minnesota, The Travelers Companies, Inc. is a holding company principally engaged, through its subsidiaries, in providing a wide range of commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals.

The Davis Polk insurance team included partner Ethan T. James and associates Yixin (Christine) Chen, Shawn T. Richards and Kenneth C. Piercy (not yet admitted) and summer associate Taavi Annus. The tax team included partner Mario J. Verdolini and associate Catherine Paskoff Chang (not yet admitted). Partner Edmond T. FitzGerald provided ERISA advice. Joel Emans was the legal assistant for the transaction. All members of the Davis Polk team are based in the New York office.

05-31-2007

Twenty-Four Eckert Seamans Attorneys Named Pennsylvania Super Lawyers
"The national law firm Eckert Seamans Cherin and Mellott, LLC today announced that 24 of its attorneys have been named Pennsylvania Super Lawyers for 2007 by Philadelphia magazine and Pennsylvania Super Lawyers magazine.

Selection for the honor is determined through the independent research of Law & Politics magazine, and over 36,000 Pennsylvania attorneys were contacted as part of a peer selection process. According to Law & Politics, the organization which publishes Pennsylvania Super Lawyers magazine, only five percent of Pennsylvania attorneys are included in the “Super Lawyers” directory.

“Attorneys are selected by their peers and must provide not only strong legal counsel but also high quality client service,” said Tim Ryan, Eckert Seamans’ Chief Executive Officer. “Each of these attorneys makes significant contributions, and we are proud that so many were recognized for their dedication to their profession, their clients and the firm.”

In Pittsburgh, 11 attorneys were named to the list: Scott D. Cessar, Fred W. George, John J. McCague, John R. McGinley, John F. Meck, John J. Myers, Christopher R. Opalinski, Peter N. Pross, James H. Roberts, Timothy P. Ryan, and Arnold B. Silverman.

In Philadelphia, 11 attorneys were selected: Mitchell L. Bach, Albert G. Bixler, Gary D. Bressler, Neil G. Epstein, William H. Ewing, Stephen M. Foxman, Lewis H. Gold, Edward A. Gray, Barry D. Kleban, John E. Quinn, and Karen Lee“Kitt” Turner.

In Harrisburg, Heidi B. Hamman Shakely was selected.

In Southpointe, Phillip J. Binotto, Jr. was selected.

The basis for selection to the list included noteworthy verdicts or settlements; creativity or innovation within the legal process; the number of cases tried or transactions handled; years in practice; position within the firm; professional activities; writings and lectures; community involvement and volunteer work; professional degrees or training; and academic and employment background, including honors and clerkships."

05-31-2007

Supreme Court Decision Could Shed Different Light on Patents
A recent ruling by the U.S. Supreme Court could change the way Memphis businesses look at patents.

One thing is for sure, it will definitely change the way attorneys look at them.

In a unanimous ruling on a patent case in late April, the court used a new, more flexible standard that favors competition and ultimately will make it more difficult to get - and keep - patents on new and existing products.

"This is big news, and not just in intellectual property law," said John R. Branson, shareholder in the Memphis office of Baker, Donelson, Bearman, Caldwell & Berkowitz PC. "It affects everybody - microbiologists, car makers, the Internet, everywhere."

The general consensus among Memphis attorneys who practice in the area of intellectual property is the ruling will make it easier to overturn existing patents and it will make new patents more difficult to get, Branson said.

At issue in that Supreme Court case, KSR International Co. v. Teleflex Inc., was a patent for a position-adjustable vehicle pedal assembly.

In the court's opinion, written by Justice Anthony Kennedy, "Granting patent protection to advances that would occur in the ordinary course without real innovation retards progress and may, in the case of patents combining previously known elements, deprive inventions of the value or utility."

05-31-2007

Paci joins DLA Piper’s Corporate and Securities Practice in New York
"DLA Piper US LLP has announced that Christopher C. Paci, a leading corporate and securities lawyer, has joined the firm’s Corporate and Securities practice group as a partner in the New York office. He comes to the firm from King & Spalding. Previously, he was a partner in the capital markets group at Shearman & Sterling.

Paci’s arrival comes two and a half months after Roger Meltzer joined DLA Piper from Cahill Gordon & Reindel LLP as Global Chair of the firm’s Corporate and Finance practice. Meltzer’s near-term focus is to attract and manage significant engagements in New York and to lead efforts to recruit quality corporate and finance lawyers in the market.

“Chris’s recruitment is a major development for the firm’s New York office and an important step in advancing our strategic plan to further develop the Capital Markets practice, including debt-oriented transactions,” said Meltzer. “His considerable experience, particularly in underwriter engagements, will nicely augment our existing New York Corporate and Finance practices.”

Paci has substantial experience representing investment banks and U.S. and foreign issuers in a broad range of capital markets transactions, including registered offerings and private placements of equity, equity linked, high-yield and investment-grade debt securities, as well as exchange offers, tender offers and consent solicitations.

He has worked with issuers in many industries, including aerospace/defense, consumer/retail, health care/life sciences, manufacturing, natural resources, technology and telecommunications, often in connection with leveraged acquisitions or recapitalizations. He regularly advises company clients regarding SEC reporting and disclosure requirements and corporate governance matters. He also has significant experience in merger and acquisition transactions and debt restructurings.

“Chris is a well respected and highly experienced corporate and securities lawyer,” commented Jay Smith, co-chair of the firm’s Corporate and Securities practice group. “His extensive contacts throughout the industry, especially among growing multinational companies and investment banking groups, align him with the practice group’s strategic objectives and the firm’s international focus.”

Continuing to Build a Leading Global Corporate and Finance Practice

Paci’s arrival represents the latest move by DLA Piper in continuing to build a leading global Corporate and Finance practice.

DLA Piper’s Corporate and Finance practice includes more than 800 attorneys worldwide. Recognized as one of the world’s leading emerging growth, venture capital and technology law firms, DLA Piper lawyers advise clients on public and private equity and debt securities offerings, mergers and acquisitions and reorganizations, in addition to corporate governance, IT, tax, compensation and technology issues. Lawyers in the firm’s Finance practice counsel clients on syndicated loans, asset-based and cash flow loans, mezzanine and private equity investments, transportation finance and leveraged lease transactions, as well as specialty areas such as projects and infrastructure and real estate structured finance products.

DLA Piper made a significant investment in its Real Estate Capital Markets practice in 2005 that has created one of the world’s leading fund formation and real estate structured finance practices. The firm has also been retained to handle a number of major IPOs in China based on its expanding capital markets capabilities in the region while also rapidly growing its project finance practice in Europe, South America, the U.S. and Africa.

About Chris Paci

Prior to joining DLA Piper, Paci was a partner at King & Spalding in the firm’s corporate group. Previously, he was a partner in the capital markets group at Shearman & Sterling.

Paci is a member of the Association of the Bar of the City of New York and of the American Bar Association. He serves as a member of the Financial Reporting Committee of the Association of the Bar of the City of New York. He also serves on the board of directors of the Harlem School of the Arts.

Paci received a B.A., magna cum laude, from Yale University and a J.D. from Stanford Law School. He was also a Fulbright Fellow at the Universities of Rome and Perugia, Italy."

05-31-2007

Loeb & Loeb Continues to Bolster Corporate Department
"Loeb & Loeb LLP announced today that two new attorneys have joined the firm’s Los Angeles office in the Corporate Department. Michael Rosner and Gregory Shamo are the newest in a steady stream of additions to the Corporate Department since January. Rosner joins the firm as Senior Counsel from FINOVA Capital Corporation where he was Vice President and Corporate Counsel, and Shamo joins the firm as an associate from Paul, Hastings, Janofsky & Walker, LLP where he practiced in the corporate group.

“Michael’s in-house counsel background and perspective along with his extensive experience in commercial finance will contribute greatly in our continuing efforts to provide strategic counsel to our clients in this robust area of finance,” said Kenneth R. Benbassat, Partner and Chair of the Los Angeles Corporate Department. He added, “Greg’s experience adds to our already deep bench in the corporate group here in LA.”

Six new attorneys have joined Loeb & Loeb’s Corporate Department in Los Angeles since January 2007, making it the fastest growing practice in the firm’s Los Angeles office. The rapid growth is in response to a sharp increase of work in the practice, including in M&A, private equity and finance. In the past three months, the firm has handled over $3 billion in transactional matters for clients.

“As our work for corporate clients continues to expand, we have been diligent in seeking out talented attorneys who will provide a level of support and intelligence these clients have come to expect from us,” said Loeb & Loeb Co-Chair John Frankenheimer. “Michael and Greg embrace these qualities and we are very pleased they have decided to join us.”

Michael Rosner served as Vice President and Corporate Counsel for FINOVA Capital Corporation for almost four years after spending nearly six years working in the Financial Services Department of the Philadelphia law firm of Blank Rome LLP. With a strong background in commercial lending, Rosner focuses his practice on syndicated secured and unsecured senior credit facilities, asset based loans, healthcare finance, equipment leasing, rediscount lending, mezzanine finance, acquisition finance and loan workouts and restructurings. His extensive work in-house has also provided him with vast experience in loan underwriting and structuring processes.

Rosner earned his J.D. from the University of California, Boalt Hall School of Law and his B.A. with honors from the University of Michigan, Ann Arbor.

Gregory Shamo focuses his practice on commercial and corporate finance, asset-based lending, subordinated debt financings and other lending transactions, where he has primarily served financial institutions in establishing and maintaining credit facilities for acquisitions and working capital financings.

Shamo earned his J.D. from the University of Southern California and his B.A with distinction from Purdue University."

05-31-2007

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