You might be surprised to learn that junior associates work on cutting-edge deals and disputes from day one. They have direct and frequent client contact soon after arriving here.
Junior litigators draft motions and briefs and take and defend depositions. In pro bono and smaller matters, they conduct trials and hearings.
Junior corporate lawyers draft and negotiate a variety of corporate agreements and play critical roles in the due diligence process and closings of prominent transactions.
We have no set timetable or hierarchy for associate responsibility except to increase the challenge steadily. The level of work assigned is limited only by an associate’s desire and capabilities. Mid-level and senior associates commonly handle a level of responsibility of a magnitude equal to that of partners in many other firms.
$45 Billion Leveraged Buyout of TXU Corporation
We represent private equity funds KKR and Texas Pacific Group in connection with their $45 billion acquisition of TXU Corp., a Dallas-based energy company. The deal marks one of the largest leveraged buyouts in history.
Junior associates have been intimately involved in all aspects of the TXU transaction. They have drafted and negotiated confidentiality agreements, representation letters and client memoranda and prepared and reviewed disclosures for filings with the Securities and Exchange Commission. Junior associates have also conducted and coordinated the extensive due diligence process, and participated in numerous diligence calls with potential co-investors and financing sources.
Post-execution of the merger agreement, junior members of the team have continued to play an active role in equity syndication for the TXU deal. For example, junior associates have negotiated confidentiality agreements and process letters with all of the prospective investors, and drafted and reviewed the documentation necessary to consummate the syndication process.
International Arbitrations for the Dominican Republic
We represent the Dominican Republic in the country’s first-ever international investment treaty arbitrations. The disputes stem from foreign investment in the Republic’s electricity sector and involve matters of national significance for the sovereign.
Although the arbitrations are still in their early stages, junior associates have already participated in client meetings and interviews of potential witnesses; worked closely with local counsel in the Dominican Republic to address questions of local law; negotiated with opposing counsel; drafted document requests; researched complex issues of public international law; and drafted submissions to the arbitral tribunal.
As the arbitrations progress, junior associates will be integrally involved in mounting an aggressive defense to the investors’ claims based on established principles of international and investment treaty law.
Google’s $1.65 Billion Acquisition of YouTube
We represented Google in its $1.65 billion stock-for-stock acquisition of YouTube. The enormously popular YouTube site has revolutionized the way people use and share their personal video collections.
The Google-YouTube deal proceeded at breakneck speed. Because of the unique time pressures involved, junior associates were given substantial responsibility from the get-go. Junior members of the deal team interacted one-on-one with members of the client’s staff, and actively participated in conference calls and the review of disclosure schedules with opposing counsel. They frequently had the chance to go “backstage” and meet the shareholders and employees of YouTube as part of their diligence efforts.
Antitrust Litigation on Behalf of MasterCard
We represent MasterCard in a variety of antitrust proceedings that challenge the business practices of both MasterCard and Visa. Recently, we achieved a dramatic trial victory for MasterCard in a challenge to a Visa bylaw that prevented large Visa debit card issuing banks from switching to the MasterCard network.
The MasterCard trial presented junior associates with many opportunities to develop and hone their skills. For example, junior associates not only assisted with the preparation for key witness depositions, but also took some of the more important depositions in the case.
Junior members of the team also drafted pre- and post-trial submissions; helped prepare for and attended pre-trial conferences and oral arguments; drafted scripts for direct and cross-examination; helped to prepare witnesses for their trial testimony during mock sessions; and participated in the development of trial strategy at every step of the way.
Sirius Satellite Radio’s $13 Billion Merger with XM Satellite Radio
We represent Sirius Satellite Radio in its headline-making $13 billion merger of equals with XM Satellite Radio. The combination creates a nationwide audio entertainment provider with 14 million subscribers and combined 2006 revenues of $1.5 billion.
Junior associates have been front and center in all aspects of the deal. On the M&A side, their responsibilities have included performing legal diligence; reviewing strategic options; and drafting client memoranda and government filings. On the antitrust side, junior associates have been instrumental in developing arguments to defend the Sirius-XM merger in a Department of Justice investigation.
Junior antitrust associates have responded to government requests for information; prepared senior members of Sirius management and other Sirius employees for interviews, depositions and Congressional testimony; worked with economists and other consultants on reports defending the merger from a market perspective; and drafted white papers on various topics for review by government regulators.
World Trade Center Insurance Litigation for Swiss Re
We represented global insurer Swiss Re in the landmark insurance litigation over whether the coordinated terrorist attacks of September 11, 2001 constituted one or two “occurrences” under the terms of the applicable insurance policies. Following a ten-week trial in a courthouse just steps from Ground Zero, a jury rendered a verdict in our client Swiss Re’s favor. The Second Circuit affirmed the jury’s verdict in the fall of 2006.
The case offered outstanding learning opportunities for junior associates. Junior associates helped to research and prepare numerous written submissions both at the trial and appellate levels and assisted in the preparation of direct and cross-examination witness scripts. They played an active role during the court proceedings as well.
For example, during each witness examination, the junior associate assigned to that witness sat at counsel’s table and coordinated the accompanying trial graphics and publication of evidence to the jury. Junior associates also responded in real-time from the courthouse to evidentiary issues and jury questions as they arose during the course of trial. Finally, junior associates helped defend Swiss Re against an aggressive media campaign that sought to try the case in the local and national press.
Blackstone’s $4+ Billion Initial Public Offering
We advised Blackstone on its $4+ billion initial public offering. The dramatically-oversubscribed offering was the largest domestic IPO in five years and one of the largest ever in corporate history.
Because of the complexity and high-profile nature of the offering, the Blackstone IPO proved to be an amazing learning opportunity for junior associates. Junior members of the team were tasked with responsibility for action-oriented items such as the preparation of offering documentation; internal agreements implementing the necessary restructuring of the issuer and its private equity funds; and governance-related documentation.
They also developed an in-depth knowledge of the relevant laws — including the 1940 Act and the 1933 Act — and contributed to the complex legal analysis and strategy decisions involved as the project moved forward. What made for a particularly rewarding experience was the high level of client contact: Junior associates enjoyed close working relationships with Blackstone’s senior management throughout the course of the engagement.
Predatory Bidding Litigation for Weyerhaeuser
We represent international forest products company Weyerhaeuser in a number of antitrust litigations challenging the company’s purchasing practices with respect to alder sawlogs. Competitors accused Weyerhaeuser of paying an excessively high price for alder sawlogs in order to monopolize the market. Recently, the Supreme Court decided the seminal case in Weyerhaeuser’s favor, holding that predatory bidding claims must be evaluated according to the same standard used for predatory pricing violations.
From the start, junior associates have been involved not just in day-to-day case management, but also in the development of the legal strategy that led to a successful outcome for Weyerhaeuser. The case has presented a bonanza of research and writing opportunities for the youngest members of the team. Junior associates have assisted in the preparation of motions to dismiss, motions in limine, summary judgment motions, proposed jury instructions, post-trial motions for judgment as a matter of law, appellate briefs and other submissions.
Junior associates have also frequently been asked to think on their feet and make independent judgment calls. For example, when a serious issue was raised during trial regarding whether improper comments were made to the jury, junior associates on the team were immediately called upon to research the issue and draft a motion for a mistrial to be filed in court the next day.
$15.3 Billion Unsolicited CEMEX Bid for Rinker Group
We represent Australian building materials company Rinker Group Limited in connection with an unsolicited $15.3 billion bid by Mexican cement producer CEMEX for 100% of Rinker’s outstanding shares. If completed, the deal will mark Australia’s largest cash transaction and the largest cross-border acquisition by a Mexican company. Together, Rinker and CEMEX will become one of the world’s largest suppliers of construction materials.
Junior associates have actively participated in advising the client of possible strategic alternatives in the face of a hostile takeover. Junior members of the team have also helped draft and review the relevant agreements for each of the possible defensive strategies; coordinated the due diligence process; assisted in negotiations with the bidder and other potential business partners; prepared and filed the necessary disclosure documents with the Securities and Exchange Commission; communicated with the Commission’s staff; and advised the client on various securities laws issues specific to foreign private issuers.
At every step of the way, junior associates have played a critical role in coordinating our actions with the client’s other advisors and consultants, including investment banks and foreign counsel.
Hostile Takeover of Endesa
We represented both the initial bidder and the successful bidder in the takeover of Spain's largest electricity company, Endesa. The battle for Endesa’s control was one of the most significant hostile takeover contests in European history.
The takeover effort spawned a series of fast-paced U.S. litigations. Due to the speed at which these cases progressed, junior associates had the unique opportunity to see cases from start-to-finish and participate at every stage of the game. For example, junior members of the team had the chance to meet with the client and an expert witness to prepare their affidavits. In the process, they gained insight about the business that proved crucial for our case strategy. Junior associates also researched and drafted numerous pleadings and client memoranda, and helped to develop creative and novel securities law-based theories on which our clients' claims could be grounded.
In addition, junior associates with foreign language skills monitored foreign press coverage of the takeover battle and reviewed documents and pleadings from the ensuing litigations in Spain and the European Union.
$58 Billion Financing for Cerberus’s Acquisition of Chrysler
We represented J.P. Morgan Securities, Citigroup Global Markets, Goldman Sachs Credit Partners, Morgan Stanley Senior Funding, and Bear Stearns as arrangers of Cerberus Capital Management’s $58 billion financing package for its acquisition of Chrysler from DaimlerChrysler AG. The financing package is the largest amount ever raised for a private equity acquisition.
Junior associates made invaluable contributions on many aspects of the transaction. For example, junior members of the deal team assisted in drafting the financing agreements and ancillary documents; communicated directly with clients during the negotiation process; reviewed and reported to clients on due diligence items; and coordinated the execution and delivery of the closing documents for the deal.
Alcohol Advertising Class Action Suits Against Heineken
We represent Heineken in connection with a series of multibillion dollar class action suits accusing Heineken and other alcohol manufacturers of intentionally targeting underage drinkers through their advertising campaigns.
The plaintiffs claim that Heineken and its co-defendants have engaged in a “long-running, sophisticated and deceptive scheme” to “capture the minds, hearts and wallets” of young drinkers by placing ads in youth-oriented media using themes that resonate particularly with teenagers. We have been extraordinarily successful at dismissing these suits before discovery in courts around the country.
Junior associates have been instrumental in the defense of these highly-publicized cases. They have participated in the development of case strategy; assisted in the research and drafting of briefing papers in support of our successful motions to dismiss and defense on appeal; helped to evaluate advertisements by Heineken; and aided in preparations for oral argument.
Pharmaceutical Patent Litigations for Daiichi
We successfully represented Daiichi Pharmaceutical (now Daiichi Sankyo) in a number of patent litigations brought by generic competitors seeking to market versions of our client’s blockbuster drug Levaquin®. Every court to date has held that the Levaquin® patent is valid and fully enforceable.
One of these Levaquin®-related cases — a challenge by Mylan Pharmaceuticals — proceeded through a two-month trial and an appeal before the Federal Circuit before it was resolved. Junior associates assisted with all aspects of pre-trial and trial work in the Mylan litigation. Their roles included preparing fact and expert witnesses for deposition and trial; working with trial graphics professionals on demonstrative exhibits and trial presentation; and drafting motions and pre-trial and post-trial briefing at the trial and appellate levels.
Junior members of the team had similar responsibilities on other Daiichi matters. In connection with a related case against Teva Pharmaceutical Industries, for example, junior associates assisted in drafting submissions and helped to prepare for oral argument on Daiichi's successful motion for summary judgment.