Washington, D.C. offiCe

Overview 1

PracticeAreas

AntitrustLitigationandMergerReview

andEnforcement 2

GovernmentandInternalInvestigations,including

SECEnforcementandFCPAMatters 9

InternationalArbitration

andLitigation 14

RegulatoryMatters,includingNational

SecurityReviewsofForeignInvestments 16

AttORNEyAdvERtISING

PRIORRESULtSdONOtGUARANtEEASIMILAROUtCOME.

overvieWAroundtheworld,clientsseekingcoordinatedlegaladviceon

theirlargestandmostcomplexlitigationmattersandcorporate

transactions turn to Simpson thacher & Bartlett LLP.

Established over 125 years ago, we are one of the world’s

leading international law firms with over 850 lawyers.

Our Washington, d.C. office, which recently relocated and

expandedtonewquartersat1155FStreet,N.W.,excelsinits

ability to serve clients in theirmost significant national and

internationalengagements.

Top Tier Rankings for Antitrust, Commercial

Litigation and Securities Litigation

C h a m b e r s U s a

2 0 0 6 , 2 0 0 7 , 2 0 0 8

a n d 2 0 0 9

Our Washington, d.C. office is conveniently located near the Federal trade

Commission(FtC),thedepartmentofJustice(dOJ),theSecuritiesandExchange

Commission (SEC), the treasury department and other U.S. regulatory and

internationalagencies.Ourlawyersworkonanintegratedbasiswithouroffices

inNewyork,Beijing,HongKong,Houston,London,LosAngeles,PaloAlto,

SãoPaulo,Seoulandtokyoonmatters,including:

• Antitrustlitigationandmergerreviewandenforcement;

• Government and internal investigations, including securities enforcement

andForeignCorruptPracticesAct(FCPA)mattersandinvestigations;

• International arbitration, including commercial and investment treaty

arbitrations;and

• Regulatory matters, particularly national security reviews before the

CommitteeonForeignInvestmentintheUnitedStates(CFIUS),aswellas

matters before the Federal Energy Regulatory Commission (FERC) and

OfficeofForeignAssetControl(OFAC),amongothers.

1

“Recognized as one of the top antitrust practices in the world.”G l o b a l C o m p e t i t i o n R e v i e w 2 0 0 8

“Simpson Thacher & Bartlett LLP’s ‘superb’ 16-partner antitrust practice is one of the leading firms in the market.”

t h e l e G a l 5 0 0

U n i t e d S t a t e S 2 0 0 9

U.S.departmentofJustice

Antitrust LitigAtion And Merger review And enforceMentClients rely on Simpson thacher for our unparalleled

globalexperiencewitheveryaspectofaclient’santitrust

needs – from complex mergers and acquisitions that

requireclearancefrommultiplecompetitionauthorities,

to high stakes litigations that threaten our clients’

economic survival, to government investigations that

challengeourclients’corebusinesspractices.Asoneof

the preeminent U.S. antitrust practiceswith significant

global capabilities, our antitrust practice is consistently

rankedinthetoptierbyChambers & Partners.

Leading international corporations seek our advice on

antitrust matters that impact key industries, including

chemicals, pharmaceuticals, food and agricultural

products, finance, telecommunications, insurance,

entertainment and media, energy, utilities, heavy

manufacturing, health care, semiconductors, software,

transportationanddefense.

Our global antitrust team has helped our clients

successfullyobtainclearanceforhundredsoftransactions

reviewed in the United States and by merger control

authorities around the globe.What sets us apart from

otherlawfirmsisnotsimplythenumberoftransactions

on which we advise, but also their complexity: since

2007,we have handledmore than ten Second Request

antitrustinvestigationsbytheFtCorthedOJ.

2

“Well versed in international competition work, the group regularly assists clients with obtaining merger clearance across the globe.”

C h a m b e R S U S a 2 0 0 9

FederaltradeCommission

Our antitrust partners are equally adept at litigation,

representingmanyofthemostprominentdomesticand

internationalcorporationsindisputesthatchallengetheir

core business practices. Our partners excel at taking

complexlitigationstotrial–andwinning.Whenout-of-

court resolutions are the better path to achieving our

clients’goals,however,webringouradvocacy skills to

bear to achieve concessions in our clients’ favor at the

settlementtable.

Antitrust representAtions:

• sanyo electric Co., Ltd.,aworldleaderinelectronics,

industriallogisticsandalternativesourcesofenergy,

in its $8.6 billion cash tender acquisition by

Panasonic Corporation during 2009. We have

coordinatedcompetitionfilingsintheUnitedStates

and in multiple jurisdictions in theAmericas and

recentlygainedantitrustapprovalforthetransaction

before the FtC. In addition to the substantive

antitrust issues, the transaction presented unique

logisticalchallengesasaresultofthelargevolume

of relevantmaterials in Japanese, and the fact that

bothpartiesarebasedinJapan.thefirmaddressed

manyofthesechallengesbycombiningitsexperience

intheregulatoryprocesseswiththeresourcesofour

tokyo office to simultaneously reduce the burden

on Sanyo while providing client service that

operatedona24/7basis.

• staples, inc. in aputative class action arising from

its strategic enterprise agreement with Hewlett-

PackardCo.concerningHP-compatiblereplacement

“The antitrust lawyers at Simpson Thacher & Bartlett LLP

became experts in our business [and] . . . represented us tirelessly

and extremely well.” t h e l e G a l 5 0 0

U n i t e d S t a t e S 2 0 0 9

3

“[B]oasting a trial-ready approach unmatched by many of its peers, the firm continues to have staggering success

in some of the most challenging mergers in the market.”t h e l e G a l 5 0 0 U n i t e d S t a t e S 2 0 0 9

technologies. the BdA draws its strength from

the valuable contributions from many of the

leading companies in the areas of consumer

electronics, computer hardware and software,

and the entertainment industry – with significant

participation from companies in Japan, Europe and

the United States. We represented the BdA during

the “format wars” with Hd-dvd and continue to

supporttheorganizationwithcounselinginstrategic

andday-to-daybusinessissues.

• DoubleClick and its majority shareholder Hellman &

FriedmaninthesaleofdoubleClicktoGoogleInc.for

$3.1billion–inatransactioncombiningdoubleClick’s

expertise in ad management technology for media

buyers and sellers with Google’s leading advertising

platformandpublishermonetizationservices.thedeal

wasclearedwithoutconditionsbytheFtCindecember

2007andtheEuropeanCommissioninMarch2008.

inkcartridges,wheretheplaintiffallegedthatStaples

unlawfully agreed not to compete with HP ink

cartridges. We prevailed on a motion to dismiss

arguing that the HP-Staples agreement, on its face,

had procompetitive effects. the court dismissed the

complaintwithprejudice.

• Kintetsu Worldwide express, atokyo-based freight

forwarding company with operations across the

globe, in a putative antitrust class action alleging a

conspiracytoimposecertainfeesonimportsintothe

UnitedStates.theclaimsinvolveseparateconductin

Japan andChinawith alleged impact in theUnited

States.We areworkingwith attorneys in ourtokyo

office toprovide coordinated service to thedifferent

groupswithinthecompanyacrossJapan,Chinaand

theUnitedStates.

• Blu-ray Disc Association (BDA) in its efforts to

develop and promote the Blu-ray disc format and

4

“Clients think [Simpson Thacher is] on another level. ‘It’s like dealing with someone who knows the company better than I do,’ one client says. ‘There was no lack of connection between client and lawyer,’ another says. ‘They had the perfect strategy time and time again for us.’”

e U R o m o n e y b e n C h m a R k l i t i G a t i o n G U i d e 2 0 0 9

“With resources in New York, Washington, D.C. and London, this group has the reach and resources to

handle competition filings and antitrust-related litigation and

government investigations across the USA and beyond.” C h a m b e R S U S a 2 0 0 9

• the Blackstone Group in a putative antitrust class

actionlitigationalleginganoverarchingconspiracyto

allocate bids, restrict the supply of private equity

financing, fix the prices for target companies at

artificially low levels and divide up a market for

privateequityservicesinleveragedbuyoutsofpublic

companiesvaluedinexcessof$2.5billion.

• CsL Behringinamulti-districtclassactionlitigation

concerning alleged price-fixing among leading

manufacturersintheapproximately$15billionglobal

blood plasma therapeutic products industry. the

complaintsallegethatCSLBehringanditscompetitor,

Baxter International, conspired to restrict output of

certainbloodplasmaproducts.

• HCA, inc. and Methodist Healthcare of san Antonio

(MHs)inclassactionlitigationintheWesterndistrict

of texas. the class complaint alleges that MHS (an

HCA-affiliated hospital system) and two other San

Antonio, texas-area hospital systems colluded to

suppress the wages of nurses or, in the alternative,

exchangedwageinformationwiththeeffectofholding

wagesbelowthecompetitivelevel.

• equitas Ltd. and certain of its affiliates in an antitrust

litigation commenced by Global Reinsurance

Corporation.Althoughthecourtpreviouslyhadupheld

Global’s allegations of an antitrust violation, we

persuaded the court to consider a second motion to

dismiss.InMarch2009,themotionwasgranted,andthe

casewasdismissedwithprejudiceandcosts.theFirmis

nowdefendingthelowercourtdecisiononappeal. FederaltradeCommission

5

“[T]he department remains best known for its ‘peerless’ merger clearance capability.” t h e l e G a l 5 0 0 U n i t e d S t a t e S 2 0 0 9

“Although it has an excellent M&A platform from which to leverage off, the group is a

top go-to antitrust destination in its own right.”

C h a m b e R S U S a 2 0 0 9

“The [antitrust] team enjoys strong relationships with clients, who report: ‘These lawyers drop everything for us and provide us

with the support we need.’” C h a m b e R S U S a 2 0 0 9

• Wyeth, a global pharmaceuticals company, in

connectionwith its sale toPfizer ina cash-and-stock

transaction valued at approximately $68 billion. We

represented Wyeth before the FtC and in merger

reviewproceedingsintheEuropeanUnion,Chinaand

numerousotherjurisdictionsaroundtheworld.

• sirius satellite radioinitshistory-making$13billion

merger of equals with XM Satellite Radio. We

represented Sirius before the dOJ, the Federal

Communications Commission (FCC) and in

Congressionalhearings.thedOJapprovedtheSirius-

XMmergerinMarch2008,andtheFCCapprovedthe

mergershortlythereafter. InJuly2008, theSirius-XM

mergerwascompleted.

• MasterCard international in a number of complex

civil andgovernmentproceedings, includingprivate

antitrust actions for damages brought by American

ExpressanddiscoverfollowingadOJantitrustaction,

whichheldthatcertainMasterCardandvisaby-laws

andpoliciesviolatedSection1oftheShermanAct.We

also represented MasterCard in successfully

challengingavisadebitcardexclusionaryruleunder

adOJenforcementjudgment.

• texas pacific Group and its portfolio company

Altivity packaging LLC in negotiating a favorable

settlementwith thedOJ thatallowed thecompany’s

$1.75 billion combination with Graphic Packaging

Corporationtoclosewithoutprolongedlitigation.

6

• Warner Chilcott in government enforcement actions

and private actions arising out of the company’s

exclusivesupplyagreementwithBarrPharmaceuticals,

agenericmanufactureroforalcontraceptives.In2007,

the Firm negotiated favorable settlements with the

FtC, the states, two classes of indirect purchaser

plaintiffs,aclassofdirectpurchaserplaintiffs,aswell

asopt-outdirectpurchaserplaintiffs.

“[R]egarded by many as the first port of call for advice on . . . [antitrust-related] government investigations.”

C h a m b e R S G l o b a l 2 0 0 9

• A major corporation in connection with its

simultaneousapplicationsunderboththedOJ’sand

Office of Fair trading’s (OFt) corporate leniency

programs for immunity from prosecution for

antitrust violations, and in the resulting

investigations. Based on our advice, the corporation

obtained immunity from prosecution by the dOJ

and the OFt, protecting it and its employees from

anycriminalfinesorpenalties.

Simpsonthacher&BartlettLLP,Washington,d.C.Office

7

“[Simpson Thacher is] a force in the government investigation sphere . . . ”C h a m b e R S U S a 2 0 0 9

governMent And internAL investigAtions, incLuding sec enforceMent And fcpA MAtterstheWashington,d.C.officeaugmentsourprovenability

torepresentclientsinthefullrangeofhighprofileciviland

criminal government and internal investigations and

proceedings, including federal and state grand jury

proceedings, SEC investigations and enforcement

proceedings,Congressionalcommittee investigationsand

otherregulatorymattersandrelatedcivillitigation.

Increasingly, we are called upon to guide our clients

through the government and internal investigations that

precedeorfollowontheheelsofsecuritiesfraudlitigation.

Our litigators also excel at the defense of shareholder

litigation in connectionwithmulti-billiondollarmergers

and acquisitions. Our securities team has been at the

forefrontofeffortstodefendfinancialservicesinstitutions

against an onslaught of subprime mortgage-related

litigationsandgovernmentinvestigations.

With the addition of Peter H. Bresnan, former deputy

director of the SEC’s division of Enforcement, the

Washington, d.C. office is well-positioned to handle

securities-related government investigations for financial

institutions,corporations,directorsandofficersandhigh-

rankingexecutives.

Recently,thedOJandtheSEChavedramaticallyincreased

theirenforcementoftheFCPA.theFCPAwasenactedby

Congressin1977toprohibitU.S.businessesfrombribing

foreigngovernmentofficials,buttheanti-briberyprovisions

“Simpson Thacher is widely regarded as the gold standard . . . ”C h a m b e R S U S a 2 0 0 9

of the FCPAwere rarely enforced for many years. Our

Firm is adept at establishing FCPA compliance policies

and procedures that comport with current government

expectations,aswellasinconductingFCPAduediligence

in the acquisition context. We also have both extensive

experience in conducting investigations into potential

FCPA violations and the skills to defend clients against

FCPA-relatedchargesbroughtbythedOJandtheSEC.

Our extensive experience in securities litigation and

government and internal investigations – coupled with

ourfluencyinthecomplexfinancialissuesinvolved–has

made us the firm of choice for clients in need of

sophisticatedlegaladviceinsecuritiesmatters.

U.S.SecuritiesandExchangeCommission

9

GovernMent AnD internAL

investiGAtions:

• Fairfield Greenwich Advisors,aninvestmentadvisor

to funds with significant exposure to Bernard L.

Madoff Investment Securities, Inc., in investigations

bytheMassachusettsSecuritiesdivision,theSEC,the

U.S. Attorney’s Office for the Southern district of

New york and the Financial Industry Regulatory

Authority(FINRA).

• A former senior executive from Bank of Americain

connection with his testimony before the United

States House of Representatives Committee on

“[T]he department has been at the forefront of efforts to defend financial services firms faced with a raft of subprime mortgage-related . . . regulatory investigations.”

t h e l e G a l 5 0 0 U n i t e d S t a t e S 2 0 0 9

OversightandGovernmentReformregardingBankof

America’sacquisitionofMerrillLynch,andanumber

ofongoingfederalandstateinvestigations.

• JpMorgan Chase in a variety ofmatters relating to

auction rate securities (ARS). ARS are municipal

bonds, corporate bonds and preferred stocks with

interestratesordividendyieldsthatareperiodically

resetthroughauctions.InFebruary2008,asaresultof

the unprecedented turbulence and paralysis in the

creditmarkets,certainauctionsforARSbeganfailing

en mass, leavingcertain investorsunable tosell their

securities.Ourclient–likemanyotherbroker-dealers

–underwrote,soldandmanagedauctionsforARSas

wellasplacedbidstopurchaseARSinauctionsthey

managed. Following the widespread failure ofARS

auctions inFebruary2008, anumberofgovernment

agencies – including the SEC, FINRA and multiple

state agencies – opened investigations into the role

that financial institutions played in supportingARS

auctions.Wehaveactivelyguidedourclientthrough

these investigations, and successfully negotiated

comprehensive settlementswith theNewyorkState

Attorney General’s office, the Office of Financial

Regulations of the State of Florida (on behalf of the

North American Securities Administrator’s

Association)andnumerousotherstateregulators.

U.S.SecuritiesandExchangeCommission

10

U.S.SupremeCourt

“[Simpson Thacher] nudges ahead of many of its competitors on the mergers and government investigations front.”

C h a m b e R S U S a 2 0 0 9

• the Audit Committee of a multi-national

corporation in an internal investigation and related

inquiries fromgovernmentalagenciesregarding the

valuation of the multi-billion dollar investment

portfolioofoneof thatcorporation’swholly-owned

subsidiaries. the investigation centered on the

appropriateness of the valuation methodologies

employedbythatsubsidiary,andtheefficacyofthe

corporation’sinternalcontrolfunctioninoverseeing

thevaluationprocess.

• the Ceo and president of a major mortgage

companyinconnectionwithaninvestigationbythe

SECintothecompany’scollapseduringthesubprime

mortgage crisis. After representing the CEO and

PresidentduringanumberofinterviewswiththeSEC,

wesuccessfullynegotiatedasettlementwiththeSEC.

• the Board of Directors of an international oil and

gas exploration company in connection with a

significant ongoing FCPAmatter. Beginning in late

2007andcontinuingthroughthepresent,counselfor

the companyandcounsel foroneof the company’s

jointventurepartnershavebeenconductingextensive

FCPAduediligence relating to the company’s local

partnerinthejointventure.Wewereretainedinlate

2008 to advise the Board on both the ongoing due

diligenceprocessaswellasoninformalinquiriesby

theU.S.dOJandaforeignattorneygeneral.

“Combining extensive experience with banks, insurers and private equity

companies, the firm ‘thinks on multiple levels,’ and has developed ‘a fine team’

of ‘excellent litigators.’”t h e l e G a l 5 0 0

U n i t e d S t a t e S 2 0 0 8

11

“This is a team ‘focused on doing the right thing for the client . . . ’”C h a m b e R S U S a 2 0 0 9

• three different financial institutions in ongoing

governmentinvestigationsrelatedtotheinstitutions’

trading activities in certain securities following the

disruptions in the housing and credit markets. We

haveworkedcloselywitheachclientandtheSECin

respondingtosubpoenas,includingrepresentingtwo

clientsinvoluntaryinterviewswiththeSEC.

• individual Lehman Brothers and Merrill Lynch

executives inconnectionwith their testimonybefore

the United States House of Representatives

Committee on Oversight and Government Reform

concerningLehman’sbankruptcyinthefallof2008.

• An individual Citigroup executive in ongoing

governmentinvestigationsrelatedtoCitigroup’s2007

disclosures about its subprime-related assets. In the

courseoftheinvestigations,whichprimarilyconcern

disclosures of subprime-related write downs and

exposures within Citigroup’s Markets and Banking

division, we have defended our client in voluntary

interviewswiththeSEC.

• A former Bear stearns senior executive in

connectionwithongoinggovernmentinvestigations,

civil litigations and related matters arising out of

thecompany’sMarch2008collapseandacquisition.

Formorethanayear,wehavedefendedourclient’s

interests on multiple fronts, working closely with

counsel to the company’s successor and

participating in several voluntary interviews,

includingwiththeSEC.

• A former outside director of Hollinger international

(now known as sun-times Media Group) in

government investigations arising out of alleged

improprietiesbythemajorityshareholderofHollinger,

ConradBlackandothers.

• A global technology company in connectionwith a

subpoena from the SEC. this subpoena sought

information relating to potential accounting

irregularities at one of the company’s customers.

Althoughthecustomer,ratherthantheFirm’sclient,

appeared to be the target of the investigation, the

client faced theoretical aiding and abetting liability

simplybyvirtueofitstransactionswiththecustomer.

Accordingly, the Firm engaged in an extensive

investigationintoavarietyoftransactionsovermany

years. In response to the subpoena, the company

produced documents, and certain of the company’s

seniorexecutivesprovidedtestimonytotheSEC.

• A General Counsel of a major mortgage insurer in

connectionwithaninvestigationbytheSECinvolving

subprimelendingandrelatedsecurities.

12

“Best known for its traditionally strong commercial capabilities, and strong financial know-how, Simpson Thacher & Bartlett LLP impresses clients with its ‘broad experience in complex commercial arbitrations.’”

t h e l e G a l 5 0 0 U n i t e d S t a t e S 2 0 0 9

internAtionAL ArbitrAtion And LitigAtionSimpson thacher has one of the most dynamic and

successfulinternationalarbitrationpracticesintheworld.

Our Washington, d.C. office provides an important

platform, alongwithNewyork, London and tokyo, for

resolving complicated, high-stakes, multi-jurisdictional

disputes. Our litigators represent clients as counsel and

also act as arbitrators in cases under all of the major

international arbitration rules, including the ICC, AAA,

LCIA and UNCItRAL rules. Leading multi-national

corporations turn to us for advice on their significant

arbitrationsacrosstheglobe,includingrecentarbitrations

in Geneva, Paris, London, Amsterdam, Hong Kong,

Buenos Aires, Melbourne, New york and Washington,

d.C.Clients seek our guidance in structuring corporate-

wide strategic and cost-efficient arbitration and dispute

resolution programs, as well as in drafting arbitration

clausesforparticularinternationalcommercialcontracts.

“A key strength of the practice is its ability to cater to clients from a number of industry-sectors.”

t h e l e G a l 5 0 0 U n i t e d S t a t e S 2 0 0 9

two features of our international arbitration practice

distinguishusfromourpeerfirms:

• First, unlike other law firms with designated

internationalarbitrationattorneys,ourapproachoffers

clientsafullrangeoftheFirm’slitigationresources–

including insurance, antitrust, securities, intellectual

property, project finance and complex commercial

matters– for their internationalarbitrationneeds.By

complementing the full range and strength of our

litigation resources with our specific international

arbitration experience, we marshal the necessary

advocacy skills and resources required for

comprehensiverepresentationofourclients.

• Second,wehaveaproven track recordof takingbig

cases, including the largest multi-party arbitration

everheardundertheICCRules,throughtrialtofinal

awards.thisapproachmakesusmoreeffectiveinthe

proceedings leading up to the final hearing and

frequentlyallowstheFirmtoresolvecasesforclients

on favorable terms before reaching trial. the Firm’s

willingness and ability to take cases to trial is

particularly important inarbitration,where theroute

to trial is lessobstructedbydiscoveryandotherpre-

trialproceedingsthanitisinU.S.litigation.

internAtionAL ArBitrAtion

representAtions:

• the Government of the Dominican republic in

multiple investment treaty arbitrations and one ICC

arbitration relating to disputes stemming from the

privatizationoftheelectricitydistributionsectorinthe

Republicinthelate1990s.thecasesincludedthefirst

international investment treaty arbitration that the

14

Among the Top 8 Law Firms in International Arbitration: NationwideC h a m b e R S U S a 2 0 0 9

dominican Republic ever faced and the second ever

arbitration under the Central America-dominican

Republic-United States Free trade Agreement

(CAFtA-dR). Following an evidentiary hearing, the

Firm successfully achieved a tribunal award on

jurisdiction substantially limiting the scope of claims

against the Republic. Following the jurisdictional

award, theFirmnegotiatedasuccessfulsettlementof

allclaimsagainsttheRepublic.

• A foreign pharmaceutical manufacturer in an ICC

arbitration against a U.S. manufacturer relating to

disputes under a long-term development and

distributionagreement.Wearerepresentingthesame

manufacturerwithrespecttoadditionaldisputeswith

worldwidepartnersundercertainsupplyagreements.

• oil Basins Limited in an international arbitration

proceeding in Melbourne, Australia against BHP

Billiton,EssoAustraliaandrelatedAustralianentities.

We helped to achieve a significant victory in a 2005

arbitration;followingachallengetothearbitralaward,

anewarbitralpanelwasconstitutedtorehearthecase,

andweareagainservingasco-counselintherehearing

ofthecaseinMelbourne,whichisexpectedin2010.

• new Brunswick power, the electric utility for the

ProvinceofNewBrunswick,Canada, in international

arbitration and federal court proceedings against

venezuela’s state-owned petroleum company and an

affiliate to enforce an unsigned long-term supply

agreement for the supply of a special boiler fuel.We

withstoodamotionforsummaryjudgmenttodeclare

the agreement unenforceable and successfully

negotiatedasettlementthatincludedasignificantcash

paymentandanewsignedfuelagreement.

• Accenture (formerly Andersen Consulting) in the

largest multi-party case in ICC history. the Firm

prevailedonAccenture’sbehalffollowingtrialwitha

finalawardterminatingAccenture’sagreementswith

theArthurAndersennetworkoffirms.We continue

to represent Accenture in various commercial and

otherdisputes.

15

reguLAtory MAtters, incLuding nAtionAL security reviews of foreign investMentsOurWashington,d.C.officeregularlycounselsclientsinconnectionwithU.S.foreign

ownershiprestrictionsandtheCommitteeonForeignInvestmentintheUnitedStates

(CFIUS) reviewprocess, includingproviding guidance on structuring transactions to

minimizeCFIUSconcerns,navigatingtheCFIUSreviewandinvestigativeprocessand,

wherenecessary,coordinatingwithmediaandgovernmentrelationsfirmsonstrategies

toaddressanypoliticalconcerns.thisworkisparticularlyrelevantfollowingtheU.S.

treasury department’s 2008 regulations, which provided new rules for CFIUS in

reviewinginvestmentsbyforeignpersonsinU.S.businessesfornationalsecurityissues.

CFius revieWs AnD investiGAtions:

• Aluminum Corporation of China (Chinalco), the largest domestic producer of

aluminum in China, in successfully securing CFIUS clearance for its proposed

investmentof $19.2billion inRiotinto, the largest foreign investment everby a

Chineseentity.Weobtainedclearanceof theproposed transactionbyCFIUS ina

PhaseIIinvestigationpriortoRiotinto’sdecisiontowithdrawfromthedeal.

• the Gerdau Group, one of theworld’s largest steelmakers, in connectionwith

Gerdau Ameristeel’s acquisition of Chaparral Steel Company in a transaction

valued at $4.22 billion and in connection with Gerdau S.A.’s acquisition of the

vehicularmetalsunitofQuanexSteelCorp.inatransactionvaluedat$1.67billion.

Inbothtransactions,CFIUSclearancewasobtainedattheendoftheinitial30-day

reviewperiod.

• the virgin GroupinconnectionwiththeproposedacquisitionofHelioLLCby

virgin Mobile USA L.P. from SK telecom and Earthlink, and SK telecom’s

relatedinvestmentinvirginMobileUSAL.P.CFIUSclearancewasobtainedat

theendoftheinitial30-dayreviewperiod.

• the Blackstone Group indiscussionswithCFIUSinrelationtoChinaInvestment

Corporation’smulti-billiondollarinvestmentintheBlackstoneGroupaspartof

its IPO.the investmentwasoneof thefirstmajor investmentsbyChina in the

financial sector. the transaction was also one of the most prominent foreign

investmentsbyastate-ownedsovereignwealthfund.

• terra Firma Capital partners,aleadingprivateequityfirmbasedintheUKand

Channel Islands, in successfully obtaining CFIUS clearance of its $230 million

acquisition of EverPowerWindHoldings, Inc. EverPower is aNewyork-based

developerofutilitygradewindprojects,withearlystagedevelopmentopportunities

in the Northeastern, Pacific Northwest and Mid Atlantic Regions, and a wind

powergenerationfacilitythatrecentlylaunchedoperationsinPennsylvania.

Fourteen Litigation Partners Recognized

in 2009 as Leading Lawyers

C h a m b e R S G l o b a l

2 0 0 9

a n d

C h a m b e R S U S a

2 0 0 9

16

CeilingMuralintheU.S.Capitoldome

UniteD states425LexingtonAvenueNewyork,Ny10017+1-212-455-2000

2HoustonCenter909FanninStreetHouston,tX77010+1-713-821-5650

1999AvenueoftheStarsLosAngeles,CA90067+1-310-407-7500

2475HanoverStreetPaloAlto,CA94304+1-650-251-5000

1155FStreet,N.W.Washington,d.C.20004+1-202-636-5500

asia3919ChinaWorldtower1JianGuoMenWaiAvenueBeijing100004China+86-10-5965-2999

ICBCtower3GardenRoad,CentralHongKong+852-2514-7600

ArkHillsSengokuyamaMoritower9-10,Roppongi1-ChomeMinato-Ku,tokyo106-0032Japan+81-3-5562-6200

Westtower,MiraeAssetCenter126Eulji-ro5-gil,Jung-guSeoul100-210Korea+82-2-6030-3800

eUroPeCityPointOneRopemakerStreetLondonEC2y9HUEngland+44-(0)20-7275-6500

soUth aMeriCaAv.PresidenteJuscelinoKubitschek,1455SãoPaulo,SP04543-011Brazil+55-11-3546-1000

Key contActsnew York

KevinJ.ArquitPartnerkarquit@stblaw.com+1-212-455-7680+1-202-636-5555

Washington, D.C.

PeterC.thomasManagingPartnerpthomas@stblaw.com+1-202-636-5535

PeterH.BresnanPartnerpbresnan@stblaw.com+1-202-636-5569

Armany.OrucPartneraoruc@stblaw.com+1-202-636-5599

www.simpsonthacher.com

OVERVIEWANTITRUST LITIGATION AND MERGER REVIEW AND ENFORCEMENTGOVERNMENT AND INTERNAL INVESTIGATIONS, INCLUDING SEC ENFORCEMENT AND FCPA MATTERSINTERNATIONAL ARBITRATION AND LITIGATIONREGULATORY MATTERS, INCLUDING NATIONAL SECURITY REVIEWS OF FOREIGN INVESTMENTS