MERGERS, ACQUISITIONS AND CORPORATE CONTROL CONTESTS

Our Litigation Group has extensive experience in litigating a broad range of cases that relate to the relationship among corporations, directors and shareholders. This includes cases in which shareholders sue in connection with mergers or acquisitions, claiming that the directors of the corporation have breached their fiduciary duties of care or loyalty. In addition, our partners have handled major derivative claims, both in the context of extraordinary transactions and in the context of allegations of accounting or other irregularities. In addition to shareholder initiated lawsuits, the Litigation Group frequently represents corporations and major shareholders with respect to the following:

• Conducting Annual Meetings of Shareholders;

• Representing corporations and insurgents in proxy contests;

• Representing corporations and directors in suits seeking advancement or indemnification of fees and expenses;

• Representing corporations and major shareholders in statutory appraisal actions and other valuation lawsuits;

• Representing corporations and major shareholders in suits to determine the rights of preferred shareholders;

• Representing bidders and targets in litigation relating to hostile takeovers

The members of the Litigation Group are also active counselors to boards of directors on the litigation aspects of merger and acquisition transactions, working hand in hand with our Global Corporate Group. This work includes counseling boards of directors on their fiduciary duties in connection with transactions; representing special committees of boards of directors in conflict transactions; and representing special litigation committees and other investigative committees in connection with internal investigations. Many of our partners also counsel boards and committees on best practices in the area of corporate governance, including compliance with the various sets of laws and regulations to which boards are subject today.

The following is a list of some of our recent Corporate Governance related matters handled by partners in the Litigation Group:

David Friedman -- Represented David Friedman, a casino developer in a dispute with a former partner who claimed that the opportunity to develop a casino in Macau, China was his. The matter settled after a motion for a preliminary injunction was defeated.

Iberdrola, S.A. -- Milbank represents Iberdrola, the acquiring company, in a shareholder suit that was brought against Energy East Corporation, the target company, for breach of fiduciary duties under New York law. The shareholders allege that Energy East breached their duties by agreeing to the merger at an unfair price and without making sufficient disclosures regarding the transaction. Energy East has entered into settlement negotiations with shareholders' counsel.

Sabre Holdings -- Represented Sabre Holdings, Inc. and its subsidiary, Travelocity, in a statutory appraisal action arising from a going private transaction and involving cutting edge issues of entrepreneurial finance. The case was tried and resulted in a favorable result for Sabre.

Grupo Mexico -- Represented Grupo Mexico in a case challenging its sale of a wholly-owned subsidiary, Minera Mexico, to a partially-owned subsidiary, Southern Peru Copper Corporation.

Pilgrim’s Pride -- Represented Pilgrim’s Pride, Inc., a poultry producer, in its hostile takeover of Gold Kist, Inc. The matter included a proxy contest and litigation.

Chartermac, Special Committee of the Board of Trustees -- Represented a special committee of the Board of Trustees of Chartermac, a Delaware statutory trust, in a complex transaction with The Related Companies.