©2011. Produced by Andrews Kurth’s Women’s Initiative Team.

Women’s Initiative Team 05 | 2011 www.andrewskurth.com

Women in the workplace have two competing voices in our heads, the one that tells us not to be bossy or people won’t like us and the one that tells us to get out there and compete with the boys or we risk being left at the bottom of the career ladder. Both of those voices have some validity, to an extent. We just have to find a place on the competitor/collaborator spectrum that feels genuine but still maximizes our personal growth. Obviously, competition is good. Whether we’re competing with other companies, our colleagues or ourselves, striving to do our best is always a plus. But when competition goes overboard, it can cause resentment, make enemies and reduce morale. Likewise, collaboration can be a wonderful thing. When teammates combine talents to produce a result far better than any individual could do on her own, we’re reminded that two (or three or seven) heads can definitely be better than one. Still, neither approach is suitable to every occasion. And in many cases, the best approach may be “coopetition,” in which rivals (or would-be rivals) find common ground and work to improve their respective positions. The business world is filled with examples of individuals and companies that have turned their competitors into collaborators. Labor unions are the most enduring examples, since they bring together workers who would otherwise be competing with one another. The NFL Players Association, to name one high-profile example, includes players from the Arizona Cardinals to the Washington Redskins —men who would oth-erwise be pounding mercilessly into each other on the field—working together to look out for every other player in the NFL. In this issue of Straightline, we’ll draw from the world of sports, movies and big business to offer some tips for healthy competition and winning collaboration.

‘I’ll have what she’s having’ The best kind of winning—whether it’s on the field or at the office—happens with a team. That’s why learning to collaborate and make colleagues (and subordinates) look good is so crucial. Nancy Lieberman, Olympian and Basketball Hall of Famer, puts it succinctly: “When you win collectively, it will be a story that’s told for years.” Nowhere is collaboration more evident than on the big screen. Movies take artists of every stripe—temperamental, creative sorts with strong opinions—and put them to the task of creating a product that will appeal to the masses. Some-times, the results are magical. Screenwriter/director Nora Ephron, who wrote When Harry Met Sally, frequently tells of the impromptu collaboration among herself, director Rob Reiner and actors Billy Crystal and Meg Ryan that resulted in that movie’s most memorable scene, which ended in another diner dead-panning, “I’ll have what she’s having.”

“I get credit for writing ‘I’ll have what she’s having,’ but I didn’t,” Ephron has said. “We had a reading with Billy Crystal and Meg Ryan and at the end of the reading, Meg said, ‘I think this scene would be funnier if it took place in a restaurant.’... Billy said that one of the customers could say, ‘I’ll have what she’s having.’ And that was it.” (The lucky actress who got to deliver the line was director Reiner’s mother, by the way.)

‘You’re not thinking straight’ Lieberman, author of “Playbook for Success: A Hall of Famer’s Business Tactics for Teamwork and Leadership,” confesses she struggled with collaboration during her college basketball career, particularly if it meant passing to another player who would get to take, and make, the shot she could have made. Upon her coach’s insistence, though, she began to give up the ball, and it paid off when her team won its first national championship. “[M]y job was to ask myself a single question: ‘Do I make me better, or do I make the people around me better?’” she writes. “Women can be part of and lead teams as well as men. We can learn to be unselfish and talk through problems, instead of pitting ourselves against one another. ...To do so takes open and honest, proactive and positive communication.”

Collaboration doesn’t necessarily mean working within a team. For many professionals, particularly those who don’t work in large companies or who have solitary jobs, a one-on-one partnership or a Greek chorus of trusted advisers is more effective. Regardless of which approach is taken, however, the relationship must be built on trust and honesty—the kind of honesty that isn’t afraid to challenge preconceptions or play devil’s advocate. Charlie Munger, the longtime partner to Berkshire Hathaway CEO Warren Buffett, plays that role in their relationship, according to “Working Together: Why Great Partnerships Succeed.” “It’s beneficial,” Buffett says, “to have a partner who will say ‘You’re not thinking straight.’”

Not just a women’s issue In some ways, collaboration can be easier for women, whose childhood games emphasized friendship and camaraderie over aggression and coming in first. It’s when competition enters the picture that women start having trouble. But “this isn’t just a women’s issue,” says Nan Mooney, author of “I Can’t Believe She Did That: Why Women Betray Other Women at Work.” Striking that balance “is an issue for everyone, but women are usually starting out at a different place than men are. Men are more on the ultra-competitive end, and they need to learn to pull it back and learn to collaborate. Women usually need to be a little more competitive.” “When you get into the workplace, competition is necessary in order to perform well,” Mooney tells Straightline. “There are a lot of healthily competitive environments in the work-place, such as when there’s a promotion. Those are things you don’t want to avoid.” The women who adapt most easily to workplace competition are those who played sports, particularly at the college or professional level.

“Competing & Collaborating” continued on page 2

Life is neither all competition nor all collaboration. And even the most competitive person won’t go far without a support team to provide advice, ideas and contrary viewpoints.

Welcome toStraightlineStraightline is a publication from Andrews Kurth for women, by women. We will give you the bottom line on women’s issues, be on the front line for timely substantive legal topics, and serve as the hotline for firm news. We’ll introduce you to fresh faces at Andrews Kurth, provide a pipeline of topical legal updates, and promise to infuse some fun features, facts and resources along the way. So join us for what promises to be Straight Talk on women’s issues. No lawyer-speak. No double talk. Just the most direct line between you and our women lawyers.

Competing & Collaborating in the Real World

©2011. Produced by Andrews Kurth’s Women’s Initiative Team.

Sidelines Competing & CollaboratingContinued from page 1

continued on page 3

Andrews Kurth hosted 120 female clients and attorneys at the annual Nutcracker Market Preview Party on December 10. The firm was a table sponsor for the event filled with shopping, food and live entertainment. All proceeds from the Market benefit Houston Ballet Foundation, Houston Ballet’s Ben Stevenson Acad-emy and its scholarship funds.

The Foundation for Women’s Resources accepted Dena Palermo (Houston) to participate in the 2011 program of Leadership Texas, an event dedicated to providing valuable education and training to Texas’ women leaders. Leadership Texas brings together Texas women who have demonstrated leadership ability in their profession, community or workplace. The vision of the program is to identify and develop Texas’ women leaders by providing them with essen-tial information, an awareness of ongoing changes, sharpened skills and an enduring network of women from diverse backgrounds. Past participants are: Kathy Garner, Laura Trenaman and Alumni Liz Wiley, Judge Sylvia Matthews and Cassie Stinson.

“Passion, Purpose and Performance—A New Era” was the theme for North Texas Women’s Summit on November 18, 2010. Partner and Chief Diversity Officer Elizabeth Campbell (Houston) was the keynote speaker and one of six panelists. Other panelists included Regina Montoya, SVP and General Counsel, Children’s Medical Center, and Sheryl Adkins-Green, Global VP of Brand Development, Mary Kay, Inc.

The Washington, DC office was a sponsor of the National Women’s Law Center 2010 Awards Dinner on November 17. Shemin Proctor, Vera Rechsteiner, Luciane Juliani, Leasa Woods Anderson, along with several Andrews Kurth clients, were in attendance at the event that honored Melanne Verveer, Ambassador- at-Large. Secretary of State Hillary R. Clinton made a surprise appearance at the dinner to present an award.

Brigitte Kimichik (Dallas) participated on a panel of experts at the 10th Annual Trigild Conference in San Diego on October 22, 2010, on the topic of “Managing Small Balance Loans.” The Trigild Conference is a distressed asset conference attended by lenders, servicers, workout specialists and advisors, brokers and investors from around the country.

Andrews Kurth is pleased to welcome the following women to the partnership: Monica S. Blacker, Bank-ruptcy (Dallas); Nancy B. Bostic, Corporate/Securities (Houston); Heather McLemore, Corporate/Securities (Houston), Allison D. Mantor, Tax (Houston).

Andrews Kurth has stepped up to the podium and will lead the development of the mentoring program for students participating in schools supported by the Dallas Urban Debate Alliance. Led by Dallas Partner Marc Katz, the Andrews Kurth Dallas contingent consists of Jerry Beane, Aaron Epstein, Mike Jewesson, Mark Shoffner and Cristina Torres (Dallas).

On December 14 and 15, 2010, several women from Andrews Kurth volunteered at the Houston Area Women’s Center Holiday Store. The Center helps individuals affected by domestic violence in their efforts to move forward with their lives. The Holiday Store is a place where women and children who have been affected by abuse can make holiday gift selections for their family members. Volunteers assisted clients with shopping and wrapping the gifts for their loved ones. The experience was truly rewarding and afforded the participants a wonderful opportunity to help less fortunate families during the holiday season.

More Good News on Promotion of Women and Reduced Hours Lawyers. Forty percent of the firm’s 2011 partner class is women. In addition, two of the four women elected to partnership are on the firm’s Flex Path program.

Robin Russell (Houston) has been appointed Manag-ing Partner of the Firm’s Houston office. Tom Perich has been appointed Chairman of the Firm. Robin is a mem-ber of the Firm’s Policy Committee, Finance Committee and Women’s Initiative Team. She also co-chairs the Firm’s Bankruptcy and Financial Restructuring section.

Summer AdventuresFrom Iceland to Kenya

“Sports can help women in this territory a lot,” Mooney says. “We don’t feel conflicted when we’re trying to win the basketball game. It’s not personal, and you can see opponents at a party afterward and there are no hard feelings. Unfortunately, that doesn’t translate directly into the workplace. It’s not pure com-petition. But if you can transfer some of that competition into the workplace, that could be a healthy thing for women.”

Don’t feel guilty about winning For women without an athletic background who may struggle with being competitive, Mooney advises three things: commu-nication, professionalism and empathy. If there’s a conflict with a co-worker, don’t shy away from talking about it. “Ninety-nine percent of the situations I heard about, if they couldn’t be resolved, they could be ameliorated by a better degree of communication. We shouldn’t pretend it’s not happening. We need to be direct and upfront about it.

All that weird second-guessing and rumor-spreading tends to arise because women feel uncomfortable competing with other women.” Professionalism is another component. “If you behave ethically and professionally toward your colleagues, you can assume you’re not doing anything wrong,” Mooney says. “Beating someone out of a promotion isn’t something you should feel guilty about.” Empathy can help workers who find female supervisors hard to work for. “They expect (their female bosses to be) a mother/mentor who will cut them slack, and that’s not necessarily realistic,” Mooney says. “They can’t always reschedule a meeting because you have to pick up your kids. If there’s a problem with your work product, they (the boss) are the ones who are going to hear it from their superiors. If you can really put yourself in your boss or colleague’s shoes,” it can head off a number of problems, she says. Life is neither all competition nor all collaboration. And even the most competitive person won’t go far without a support team to provide advice, ideas and contrary viewpoints. For women, the challenge can be reconciling our natural aversion to conflict with life in the workplace, where leadership often requires confrontation and, sometimes, bare-knuckled competition. Both for our personal long-term success and that of our colleagues, finding the sweet spot between the “be nice” and the “kick ’em in the teeth” voices in our heads is well worth the effort.

Old Faithful awaits: The Yellowstone Association offers “Yellowstone for Families,” a moderately priced package for families with kids 8–12 years old. It includes 5 days and 4 nights of lodging inside America’s first national park, two meals a day, and activities sure to engage travelers young and old. Experienced Yellowstone guides lead explorations of canyons, waterfalls and geyser basins. Other activities include animal tracking, wildlife watching, photography, painting and hiking. For more information, visit yellowstoneassociation.org. Rafting, caving and hiking in Iceland: The elite tour designers at Butterfield & Robinson offer a trip for families with children 8 and older through Iceland’s glaciers, volcanoes, hot springs and mountain ranges. The trip travels by “Super Bus,” described as part bus, part 4x4, but families will also spend time hiking, caving, rafting and riding horses. For more information, visit butterfield.com. Kayaking, whale watching and more in Maine: The College of the Atlantic in Bar Harbor, Maine, hosts several sessions of their “Family Nature Camp” for families with kids 5 years and older. Families will stay in the college’s dorm, dine in the surprisingly good cafeteria, and spend their days exploring tide pools, kayaking, whale watching and learning about nature and wildlife in spectacular Acadia National Park. For more information, visit coa.edu. Biking & hiking in Peru: Families with older children may want to check out the adventures at Backroads, which offers a wide range of active travel packages. Their multi-sport package through Peru takes families from the Inca salt pans and Cusco’s market all the way to Machu Picchu, the lost city of the Incas. For more information, visit backroads.com.

Nehe Nehe and Maru Maru in Bora Bora: The breathtaking Hilton Bora Bora Nui Resort & Spa in French Polynesia is literally suspended above the turquoise waters of a stunning lagoon. Vacationers looking to get away from it all can spend the day on Motu Tapu, the resort’s private island, and revel in a 4-hour ceremony called the “Nehe Nehe” (loosely translated as “pretty”), which includes a floral foot-cleansing ritual for two, a Maru Maru body scrub and a Haari body wrap. For more information, visit hilton.com. Golf and relaxation in the Arizona mountains: Nestled in Arizona’s high Sonoran Desert, the Ritz-Carlton, Dove Mountain resort offers hiking trails, Jack Nicklaus Signature Golf, full spa services, mountain biking, guided desert jeep tours, tennis and some of the nation’s best star-gazing. For more information, visit ritzcarlton.com. Wings over Kenya: Abercrombie & Kent, the top-notch travel company, offers this woman-only journey through Kenya’s Amboseli National Park, the Laikipia Plateau and Masai Mara plains. Travelers will fly between permanent tented and A&K mobile camps, while stopping for lunch at the Karen Blixen (a.k.a. Isak Dinesen) Coffee Garden, where a guest speaker lectures about women’s issues in Africa. For more information, visit abercrombiekent.com. Cowabunga and Namaste in Costa Rica: Pura Vida Adventures, in the village of Malpais on the Pacific Coast of Costa Rica, offers a weeklong Surf & Yoga Retreat for Women. Visitors partake in nutritional and health counseling, outings to take in the local art, food and culture, massage and, of course, surfing and yoga. For more information, visit puravidaadventures.com.

Whether it takes an adrenaline high or a stress-melting spa treatment, summer is the perfect time to create lifelong memories with your family or indulge in reinvigorating me-time. Here is a sample of moderately priced as well as more high-end domestic and foreign travel suggestions to consider.

Splurge

©2011. Produced by Andrews Kurth’s Women’s Initiative Team.

Top of the Line Sidelines continued from page 2

Kathleen Wu (Dallas) was the recipient of the SMU Women’s Symposium Community Award (2011). She was honored at the 46th Annual Women’s Symposium on March 2, 2011. The Profiles in Leadership Awards were initiated in 2000 during the 35th Annual Women’s Symposium. Their purpose is to recognize and celebrate the accomplishments of women who have made a sig-nificant impact on the city of Dallas and on the quality of life for women overall.

Vera Rechsteiner (Washington, DC) moderated the panel, “Investment Outlook and Opportunities,” at the Platts Caribbean Energy Conference in Miami, Florida, on January 27. This year the conference centered around strategies for lowering costs, using energy more efficiently and reducing carbon footprints. Andrews Kurth was a sponsor of this conference.

Diana Hudson (Houston) has been named one of “Houston’s 50 Most Influential Women of 2010” by Houston Woman Magazine. Diana was honored at an event on January 9, 2011, at the St. Regis Hotel.

A report recently released by the Dallas Diversity Task Force indicates that progress—from a representation standpoint—has been slow. However, a December 13, 2010 article in Texas Lawyer noted that “the Dallas office of Andrews Kurth had the most improved composite score, increasing by almost 20 points...” Our Partner and Chief Diversity Officer, Elizabeth Campbell (Houston), was quoted in the article: “The [firm’s] improved score tells her that ‘all the work we’ve been doing is taking hold.’” The report rated 20 firms overall and our Dallas office finished an impressive third—ahead of many of our competitors.

Firm Receives 2011 Community of Respect Designation. The Firm was bestowed the 2011 Community of Respect designation by the Anti-Defamation League (ADL). The ADL is a non-profit organization dedicated to defending democratic ideals, safeguarding civil rights and combating prejudice, discrimination and bigotry of all kinds.

Andrews Kurth was a platinum sponsor of the DirectWomen Institute. The Institute, held in New York City on February 10 and 11, 2011, culminated in the Sandra Day O’Connor Board Excellence Award Luncheon which recognized a number of women lawyers already serving with distinction as independent public directors. Elizabeth Campbell (Houston), Gail Merel (Houston) and Shemin Proctor (Washington, DC) attended a reception in honor of the platinum sponsors on February 10. Following the reception Gail, who is both Co-Chair of the Devel-opment Committee and a member of the Steering Committee, made opening remarks at a dinner attended by DirectWomen class members, alumnae, faculty members and significant sponsors.

Elizabeth Campbell (Houston) has been elected President of the Houston Urban Debate League (HUDL) for a two-year term. Elizabeth, along with Griffin Vincent, has served on the HUDL Board since its formation in 2008.

Michelle Scheffler (Houston) helped organized a roundtable discussion with a diverse group of Houston- area young lawyers to discuss issues pertinent to the bar with United States District Judge Keith P. Ellison. The Chamber Chat took place on January 13, 2011.

Lisa Shelton (Austin) participated on a panel presenta-tion regarding “Economic and Industry Impact of the EPA’s New BACT Guidance for Greenhouse Gases” at the 2011 Carbon and Climate Change Conference in Austin, Texas, on February 9. The panelists included representatives from the refining, power generation, manufacturing and technology sectors. She was asked to represent the technology sector and also drafted a paper which summarized the EPA’s recent guidance document and outlined potential economic impacts.

Christine York (Houston) was a speaker at the “Medi-cal Records Law” seminar hosted by Lorman Education Services in Houston, Texas, on February 11, 2011. She gave two presentations: “Special HIPAA Issues Affecting Medical Records” and “Handling Sensitive Records.”

7. Iomoi Extra Large Canvas Tote$198 at iomoi.comA personalized spin on everyday durable canvas. Fit to carry all your summer duds; available in several monogrammed designs.

8. TOMS Canvas Espadrilles$69 at toms.comTOMS steps it up with its own take on the espadrille: cool canvas and a basket-weave heel, plus a philanthropic bonus.

9. Lands’ End Canvas: The Heritage Boatneck Sailor Tee$30 at canvas.landsend.comFor a swap that does not sacrifice on style, this budget-friendly alternative is effortlessly chic.

Save10. L.L. Bean Seaside Woven Hat$40 at llbean.comRelax in the shade, revel in the savings. L.L. Bean’s traditional version resists stains and warping for several summers of style.

11. Paperthinks Recycled Leather Notebook $6 at katespaperie.comAvailable in 22 richly saturated colors, each is made of 100% recycled leather and 50% recycled paper pages.

12. Satya Jewelry Heart Pendant Ruby Necklace$108 at satyajewelry.comPassion and love translate to a limited edition Sanskrit pendant, a hand-stamped heart and a ruby drop. Supports a donation to the American Red Cross in support of their aid to Japan.

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1. Goyard Saint Louis GM$1,000+ at Barneys New YorkPersonalized luxury to tote all your summer necessities, or wares from any season. Orders by custom request, in-store only.

2. Sperry Top-Sider Women’s Original Wedge by Jeffrey$225 at sperrytopsider.comSperry’s iconic silhouette gets a designer twist. Slip on for dates at the dock or dinners downtown.

3. Peter Beaton Sailor Shirt$60 at peterbeaton.comRefresh your wardrobe with a timeless classic made famous by the French Navy and Hollywood starlets of the ’50s.

4. Helen Kaminski The Malaika Summer Hat$250 at hartfordyork.comMeaning ‘Angel’ in Swahili, The Malaika shades your face from the summer sun, with a raffia braided flower and a wired brim.

5. Hermès Tout en Carré $160 at usa.hermes.comPaper notebooks presented in an archival box. Binding is printed with a special design that creates a beautiful Hermès scarf pattern.

6. Katrina Kelly Jewelry$2,500+ at katrinakellyjewelry.comA splurge with heart, the 7 Layers of Love collection by Katrina Kelly embodies luck, light, laughter, lover, loyalty, love and life.

Summer classics from both sides of the coin

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Risk,inherentinbusiness,isheightenedwhendealingwithacompanyinfinancialdistress.Understandingtheweaponsthatwillbeavailabletoadebtorif itfilesbank-ruptcycanoftenassistyouinmanagingandminimizingthoserisks.Therearefivefocuspointswhenassessingexposuretothe

potentialbankruptcyof acontractcounterparty.

#1: HOW WOULD THE AUTOMATIC STAY AFFECT YOU? Themostfrustratingaspectof dealingwithadebtorinbankruptcyistheinabilitytotakeactionduetotheautomaticstayandtoenforce“ipsofacto”clauses.TheBankruptcyCodelistsseveralactionsspecificallyprohibitedbytheautomaticstay,including“anyacttocollect,assess,orrecoveraclaimagainstthedebtorthatarosebeforethecommencementof the[bankruptcy]case.”Additionally,onceadebtorhasfiledforbankruptcy,acontractcounterpartycannotterminateormodifyacontractwiththedebtorbasedonthedebtor’sbankruptcyorinsolvency.Suchclausesarecommonlyreferredtoas“ipsofacto”clauses.Abankruptcycourtmayprovideacreditorrelief fromtheautomaticstay“forcause,”buttheburdentoshowcauseishigh.Limitingexposureunderacontractbyrequiringprepaymentorsecuringthedebtor’sobligationswithaletterof creditisthebestwaytominimizerisk.

#2: ARE YOU PARTY TO AN EXECUTORY CONTRACT OR LEASE? Duringthebankruptcyproceeding,thenon-debtorpartymustcontinuetoperformunderanexecutorycontractorleasewhilethedebtordecideswhethertoassumeorreject.If thedebtorchoosestoreject,therejectionistreatedasabreachof theagreementimmediatelypriortothebankruptcyfiling—givingrisetoaprepetition(usuallyunsecured)claimforrejectiondamages.However,if acounterpartyhasvalidlysuspendedperformanceonacontractpriortobankruptcy,thesuspensionremainsinplaceinbankruptcy.Similarly,avalidlyterminatedcontractmaynotberesurrectedinbank-ruptcy.Forthisreason,cautionshouldbetakenindraftingcontractstoallowperformancetobesuspendedawaitingadequateassuranceof futureperformance. Typically,acounterpartyhastherighttodemandadequateassuranceif ithasreasonablegroundsforuncertaintythatitscounterpartywillperform.Rumorsaloneregardingthedis-tressedcompany’sfinancialconditionareseldomsufficientgroundsforinsecurity.However,downgradesinyourcounterparty’screditratingoraspecifiedpercentagedeclineinitsstockprice,if setforthinthecontractasgroundsforinsecurity,canbeabasisforsuspendingperformanceoreventerminatingthecontract.

#3: ARE YOU RELYING ON OFFSET RIGHTS? Setoff allowsentitiesthatoweeachothermoneytoapplytheirmutualdebtsagainsteachother,therebyavoidingtheabsurdityof makingApayBwhenBowesA.Inordertoeffectasetoff inbankruptcy,courtshaveheldthatthedebtstobeoffsetmustbemutual(i.e.,samepartiesinthesamecapacities)prepetitiondebts.Allowingacreditortooffsetadebtowedtoonecorporationagainstfundsowedtoitbyanothercorporation—evenawholly-ownedsubsidiary—constitutesanimpropertriangularsetoff.Acarefulreviewof allaffiliatedpartytransactionsforyourcounterpartyontheonehandandyourcompanyontheotherprovidesaclearerpictureof whatoffsetsmaybeavailable.Manyacompanyhasbeenlulledintoafalsesenseof securityonlytodiscoveruponthebankruptcyof AthatnooffsetisavoidablebecauseAowesB,butBowesA’ssub.

600TravisSuite4200Houston,Texas77002713.220.4200Fax:713.220.4285www.andrewskurth.com

©2011

Straightline

Fresh Faces

Formoreinformation,pleasecontactCourtneyCulverat214.659.4689orcourtneyculver@andrewskurth.com.

Robin Russell, Partner, Andrews Kurth LLP

With much excitement, we welcome these new lawyers to the Andrews Kurth team.

Dealing with Companies in Financial DistressFive focus points for protecting against your counterparty’s bankruptcy

Editor in Chief:Kathleen Wu,kwu@andrewskurth.com

Editorial Board:Donna Kim Shemin ProctorLaura Trenaman

Wei Wei Jeang (Partner, Dallas) WeiWeiisaPartnerintheIntellectualPropertysectionof theDallasoffice.WeiWeifocusesontheprocurement,licensingandenforcementof intellectualproperty,includingpatents,copyrights,

trademarksandtradesecretsof hightechclients.Shealsoworkscloselywithclientsonpatentreexaminationsandlegalopinionsrelatedtopatentinfringement,validity,freedom-to-operate,clearanceandotherissues.SheworkswithclientsrangingfromFortune100companiestosoloinventorstosecureandprotecttheirpatentrights.ShereceivedherJ.D.in1993fromSouthernMethodistUniversityDedmanSchoolof LawandherB.S.in1986inComputerEngineeringfromtheUniversityof IllinoisatUrbana-Champaign.

Rachael Rolón (Counsel, The Woodlands) Rachaelisamemberof thefirm’sLitigationSection.Shehashandledabroadarrayof trialandappellatemattersinvolvingoilandgasdisputes,contractdisputes,businesstorts,

intellectualproperty,employment,generalnegligenceandproductsliability.RachaelreceivedherJ.D.in1999fromTheUniversityof TexasSchoolof LawandherB.A.,summa cum laude,fromtheUniversityof SaintThomasin1996.

Christine Williford (Associate, Dallas) Christine’spracticefocusesongeneralcorporateandsecuritiesmatters.Sherepresentsissuersandunderwritersinpublicandprivateofferingsof equityanddebtsecurities.

Christinealsorepresentsmultinationalcompaniesincross-borderandinternationalcorporatefinancetransactions,includingpublicandprivatesecuritiesoffer-ings.ShereceivedherJ.D.in2009fromTheUniversityof TexasSchoolof LawandherB.B.A.inAccountancywithaconcentrationinInternationalBusinessin2006,cum laude,fromtheUniversityof NotreDame.

Cassandra Cuellar, AustinCorporateTheUniversityof TexasSchoolof Law

Jennifer Bell, HoustonPublicLawLitigationSouthTexasCollegeof Law

Ali Farish, HoustonBusinessTransactionsSouthernMethodistUniversityDedmanSchoolof Law

Jocelyn Tau, HoustonTaxTheUniversityof TexasSchoolof Law

#4: WILL YOUR OPTION TO PURCHASE OR RIGHTS OF FIRST REFUSAL BE ENFORCEABLE? TheBankruptcyCodeandcaselawdonotprovideaclearanswerwhetherrightsof firstrefusal(“ROFR”)oroptionstopurchasewillbeenforceableinabankruptcycase.Thatriskshouldbeunderstoodupfront.Thenon-debtor’sabilitytoenforcetheserightsinabankruptcyoftenhingesupontherationaleappliedbythecourtinwhichthebankruptcyisfiled.Manycourtsviewthesecontractualrightsasbeingsubjecttorejection.Anon-debtorcanbestpositionitsoptiontobuyrealestatebyrecordingitsoptionintherealpropertyrecords,andbyformulatingthecontractinawaythatmakestheexerciseof theoptionextremelysimple,withasfewstepsorrestrictionsaspossibleforexercise,paymentanddeliveryof documentation.WithrespecttooptionsandROFRonstockorotherequityinterests,thelikelihoodof successinenforcingthoserightsinbankruptcyisheightenedbyincorporatingtherightintotheformationdocumentsforthebusinessentitytoallowfortheargumentthatthedebtorcanonlysellwhatitownsanditownstheequityinterestsubjecttotheROFR.

#5: WHAT TRANSFERS WILL BE AT RISK? Oneof thebankruptcyestate’smostsignificantpowersisitsabilitytoavoidprepetitiontransfersmadebythedebtorwhichwereactuallyorconstructivelyfraudulentorpreferredonecreditoroveranother.Themostbasicfraudulentconveyanceconcernisthatabankruptcycourt,withhindsight,willmakeadeterminationthatthedebtordidnotreceivereasonablyequivalentvalueinexchangeforthetransferof itsassets.Trans-actionssusceptibletofraudulentconveyanceattackincludeaffiliateguarantiesandthirdpartypledgesof collateral,intercompanydividends,assettransfersbetweenaffiliatesandcontractualobligationstothirdpartiesundertakenforthebenefitof affiliates.Theycanalsoincludeasaletoathirdpartyforaprice“toogoodtobetrue.”Obtainingvaluationorsolvencyopinionsfromindependentthirdparties,limitingguarantiestotheamountof thebenefitreceivedbytheguar-antorandmakingsurepurchasepricefundsflowtothetrueassetowner(asopposedtoitsparentorotheraffiliate)areafewwaystoprotectagainstrisk. TheBankruptcyCodealsoprovidesthatatransferof propertytoanentitythatisacreditorof adebtorcanbeavoidedif thetransfercanbecharacterizedasapaymentwithin90daysof bankruptcy(oroneyearif youareaninsider)insatisfactionof suchcreditor’santecedentdebtwhich“preferred”itoverothercreditors.Thiscoversnotonlycashpaymentsbutobtainingliensandlettersof credittosecureanantecedentdebtwithinthepreferenceperiod.Thereareseveraldefensestoapreferenceattack,including:ordinarycourseof businesstransactions;contemporaneousexchangefornewvalue;andenablingloans,but,aswithanydefenses,youwillhavetheburdenof proof.If yourequireprepaymentthereisnoantecedentdebtandif youaresecuredyouareprotecteduptothevalueof thecollateralorletterof credit,sodon’twaituntilitistoolate!Theordinarycoursedefensecanbetheeasiesttoestablishif contractpaymentshavebeenmadeaccordingtoschedule. Focusingonthesefivefactorsandassessingtherelatedriskwhenacontractualrelationshipisfirstestablishedisoptimum.Ataminimum,theseshouldbeanalyzedatthefirstsignsof financialdistressbyacounterpartywhenyoumaystillhavetimeto“workdown”yourexposure.

New Associates

Lateral Hires

Team WITCo-Chairs:Bob Jewell, bjewell@andrewskurth.comMeredith Mouer, mmouer@andrewskurth.com

Advisory Members:HowardAyersCourtneyCulverBrittanyThompson

TammyBrennigElizabethCampbellMartyDeBuskDeborahGrabeinAmyHancockDonnaKimPeterMcKee,Jr.ThomasPerich

SheminProctorRobinRussellMichelleSchwartzLisaSheltonLauraTrenamanKendallLoweryKathleenWu

Members:

ScreenTest

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4. For Your Lips Nivea’s A Kiss of Protection SPF 30 Lip Care, $2.65

5. For the TravelerTocca Stella SPF 30+ Sunscreen Towelettes, $28 for 8

Sunless Tanners6. GelClarins Self-Tanning Instant Gel, $33 7. TowelettesKate Somerville Somerville360 Tanning Towelettes, $488. MousseSt. Tropez Tanning Essentials Gradual Tan Mousse, $30–$409. Subtle ResultsJergens Natural Glow Healthy Complexion Daily Facial Moisturizer (in medium to tan), $910. LotionL’Oreal Sublime Bronze Self-Tanning Lotion with SPF 15 (in medium natural tan), $10

SummerLivingAfter the brutally cold, snowed-in winter we’ve had, it’s time to look forward to the long days and starry nights of summer. By August, we may be wishing for snow again, but in the meantime, Straightline offers some tips for making the most of our warmest season.

Check Out the Stars. It may not get dark until late in the evening, but when the sun finally does go down, some of the best star-watching all year is in July and August. Between July 18 and August 18, check out the Southern Delta Aquarids Meteor Shower (though the best viewing is probably going to be July 28–29). This meteor shower can produce about 20 meteors per hour at its peak, and the best viewing is usually to the east after midnight from a dark location. Between July 23 and August 22, the Perseids Meteor Shower will produce up to 60 meteors an hour at its peak. The best viewing will be August 13– 14, though a full moon may drown out some of the fireworks. Find a spot far from the city lights and look to the northeast after midnight.

Make a Summer “Bucket List.” Like it or not, summer ends. So before Memorial Day gets here, come up with three things you want to do this summer. Some suggestions: Make homemade ice cream. Visit your local museum or zoo. Take a daytrip to a nearby state park. Zip through a beach read (even if you’re thousands of miles from the nearest beach). Make peach cobbler with peaches you bought at a roadside stand. Take in a Minor League Baseball game. Catch a drive-in movie. The possibilities are endless, but your list shouldn’t be. Keep it manageable and make it memorable.

Do Nothing on Purpose. There’s a reason we loved sum-mer when we were kids: for the first time in months, we didn’t have to do anything. We could sleep late, watch Gilligan’s Island all day and just generally live a life of sloth and irresponsibility. Those days are long gone of course, and our lives are now filled with obligations. We can recapture a bit of those lost days, though, if only for a couple of hours. This summer, plan a few hours of nothing. Heck, go crazy and plan a whole day of it. No productivity allowed. The only rule is that you enjoy yourself and live in the moment.

Be Prepared for Scrapes, Burns, Bites and More. Mosquitoes, sunburn, chiggers and minor injuries can take the fun out of even the best-planned holidays. Water-resistant sunscreen should be an every day staple; the sprays are easier to apply than the creams. Latex-free bandages in a variety of shapes and sizes are a must-have, as is antibiotic ointment or cream. Benadryl (or its generic equivalent, diphenhydramine hydrochloride) can come to the rescue in the event of a mild allergic reaction, and the liquid form can be taken by kids and adults. Keep an instant cold compress on hand to soothe minor injuries. Hand sanitizer can provide a quick clean-up if there’s no soap and water around. If you don’t like chemical insect repellent, you can whip up your own using a mixture of essential oils (like cinnamon, citronella and eucalyptus) and a “carrier” liquid, like olive oil, witch hazel or even vodka. If you’ve already been bitten, AfterBite (or any similar anti-itch treatment) is essential to keep the itch at bay.

If you don’t like chemical insect repellent, you can whip up your own using a mixture of essential oils (like cinnamon, citronella and eucalyptus) and a “carrier” liquid, like olive oil, witch hazel or even vodka.

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©2011. Produced by Andrews Kurth’s Women’s Initiative Team.

From Page Turners to Head TurnersFour Fabulous Frames for Any Face

AVIATORDiane von FurstenbergSemi Rimless Aviator $175 at neimanmarcus.comNeither masculine nor plain Jane, a pop of color brightens this traditional style.

OVERSIZEDWilliam RastOversized Sunglasses$150 at nordstrom.comA classic with full coverage, these shades are a modern twist on tortoiseshell in ivory.

SPORTMaui JimPunchbowl $189 at mauijim.com Sport is no longer a sacrifice for style. Fight the glare from the court to the cabana.

WAYFARERSuper SunglassesBasic BHM$161 at eyegoodies.com The monopoly is over. Meet the next generation of this popular shape.

Lonny lonnymag.comLaunched in 2009, the bimonthly magazine focuses on lifestyle and home decor. Highlights include interiors, innovative bloggers and the latest market finds.

Rue ruemag.comThe inaugural issue launched in September/October 2010. In addition to the magazine, the website features giveaways, downloads, videos and playlists.

Matchbook matchbookmag.comLaunched in January 2011, the online lifestyle publication serves as a field guide to a charmed life. Monthly issues cover past and present fashion, decor, the arts, travel and culture.

High Gloss highglossmagazine.comThe eclectic online magazine draws on the Southern and West Coast roots of most of its editors. Rather than just focusing on interiors, it also features fashion, travel tips and entertaining.

I Can’t Believe She Did That *Why Women Betray Other Women at Workby Nan Mooney

Playbook for Success *A Hall of Famer’s Business Tactics for Teamwork and Leadershipby Nancy Lieberman

Who’s Got Your Back The Secret to Finding the 3 People Who Will Change Your Lifeby Keith Ferrazzi

Working Together Why Great Partnerships Succeedby Michael D. Eisner with Aaron Cohen

Digital Magazines Page Turners

From Page Turners to Head TurnersFour Fabulous Frames

Better Things by Sharon Jones & the Dap-Kings

Dog Days Are Over by Glee Cast

Fly Me to the Moon by Diana Krall

Holiday by Madonna

Island in the Sun by Emma Roberts

Our Last Summer by ABBA

Ready to Run by Dixie Chicks

Soak Up the Sun by Sheryl Crow

Summer Nights by Olivia Newton-John

Summertime by Janis Joplin

The Way I Am by Ingrid Michaelson

Walkin’ on Sunshine by Katrina and the Waves

White Nights by Oh Land

Vacation by The Go-Gos

Hot Child in the CityFrom the commute to the cabana, these sizzling summer tunes are a little ray of sunshine for your earbuds.

Follow us on Twitter @ twitter.com/andrewskurthllp“Like” us on Facebook: Andrews Kurth LLP

The demise of many great print magazines has ushered in a new era of digital magazines. Now we can read on our tablets. We can click and zoom directly on images that take us right to the site or shop to purchase. We can share links on any social networking site or email to a friend. And they are free. Below are a few of our favorite Ezines.

Book Nook

* As referenced in this issue’s featured business article,“Competing & Collaborating in the Real World.”