Insight Knowledge - 2014

LOEB & LOEB
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2014 HIGHLIGHTS . REFLECTING ON 2014 C ORE AREAS OF FOCUS 2 5 6 9 12 14 20 21 27 29 32 Advanced Media and Technology Bankruptcy, Restructuring and Creditors’ Rights Capital Markets Corporate Employment and Labor Entertainment Finance Intellectual Property Litigation Private Client Services Real Estate ADDED DEPTH AND EXPERIENCE 36 Making a Difference – Diversity and Pro Bono 38  Awards, Recognitions and Rankings 40 Promotions and Welcomes This publication may constitute “Attorney Advertising” under the New York Rules of Professional Conduct and under the law of other jurisdictions. . Throughout 2014, the changes in our economic climate opened new doors for businesses and individuals around the world. We were honored to have so many clients – old and new – turn to Loeb & Loeb to help them identify and pursue new opportunities, overcome obstacles, and embrace a more certain future with renewed vision and strategy. In this edition of our annual Highlights, we are pleased to feature some of the noteworthy client successes that Loeb & Loeb was privileged to be a part of in 2014. These representations and practice achievements illustrate our firm’s continued focus on our core practices and industries, and reflect our unwavering commitment to providing the highest quality legal services within the areas that we know best. Delivering on this service commitment requires an understanding of each and every client’s business, market, goals and expectations. While we seek client feedback on every matter and engagement, last year we were pleased to build momentum through a more formal client feedback program that has enabled us to gain an even deeper perspective into our clients’ priorities.

We have begun implementing a number of creative service initiatives to act upon the constructive feedback collected to date, and we remain focused on leveraging this program to continually improve our clients’ experience. By offering hands-on personal attention and passing along cost- and time-saving efficiencies driven by our internal process improvements and project management best practices, we continue to demonstrate our firm’s dedication to remaining competitive in today’s market and earning our clients’ ongoing satisfaction. As we reflect back with pride on all we have accomplished and move forward with optimism into 2015 and beyond, my colleagues and I renew our enduring pledge: LOEB & LOEB ADDS VALUE Michael D. Beck, Chairman 1 . ADVANCED MEDIA AND TECHNOLOGY Clients seeking to take advantage of new mobile marketing and mobile payments opportunities continue to rely on Loeb & Loeb to help them make the right strategic moves. Our attorneys were at the forefront of exciting mobile and digital payment solutions that hit the market in 2014 and that are helping drive the huge technological shift happening in the financial services industry today. We counseled leading financial institutions that were among the first to debut the Apple Pay functionality, which offers contactless mobile payment technology through the iPhone. We also structured and negotiated first-of-their-kind technology partnerships, including associated marketing, advertising, branding and data sharing agreements that are transforming e-commerce as we know it. 2 Advertising, Promotions and Digital Media Advised Toyota on marketing and promotional initiatives surrounding the 2015 launch of the automaker’s hydrogen fuel cell vehicles. We also provided counsel on regulatory issues in connection with vehicle data collection and optimization for targeted marketing opportunities. Provided transactional and regulatory counsel to a leading cable operator in support of the client’s advanced advertising platform offering targeted advertising insertion across linear and on-demand programming. Advised a global athletic apparel and sporting goods manufacturer on international compliance issues related to a multinational digital commerce initiative. We also provided counsel on privacy and data optimization issues associated with targeted advertising initiatives. Advised major advertising and marketing agencies, including Interpublic Group (McCann, Momentum, Gotham, etc.), Publicis Groupe (Rosetta, Razorfish, Digitas, etc.) and others, in connection with digital campaigns, privacy and technology-related issues, media services agreements, sponsorships and promotions, and branding and intellectual property issues. .

Represented T-Mobile USA, Inc. in connection with strategic music marketing, sponsorship and promotional agreements. We also represented T-Mobile in the negotiation of brand integration deals, influencer partnerships, media campaigns and charitable co-venture deals. Counseled leading brands in the food and beverage, media/telecommunications, and consumer packaged goods industries, among others, on advertising claim substantiation issues, and provided representation in connection with competitive challenges before the Better Business Bureau’s National Advertising Division and with regulatory challenges initiated by the Federal Trade Commission and the Children’s Advertising Review Unit. Privacy, Security and Data Optimization Advised international advertising and marketing agencies on pioneering data optimization transactions with leading social media platforms. The high-profile deals involved the application of predictive analysis and the development of insights from social media and telecommunications data, purchasing behavior, and browsing patterns across multimedia devices.

We also advised on global initiatives focused on location data and location-based ad targeting and mobile personalization products to enhance mobile marketing capabilities. Represented a major online retailer in connection with privacy and data security due diligence with respect to the client’s potential acquisition of a smaller online retailer. We performed a comprehensive analysis of the cookies on the target company’s website and reviewed the company’s privacy policy for compliance with data security standards and practices. Counseled leading international radio programmer Clear Channel (iHeartMedia, Inc.) on its data collection, usage and handling practices in connection with the integration of social media campaigns, targeted marketing and mobile application deployment. Counseled multiple advertising and digital marketing agencies in efforts to become compliant with the Health Insurance Portability and Accountability Act (HIPAA), following the 2013 expansion of the HIPAA rules to include application to service providers. We drafted client HIPAA policies and assisted in creating employee training programs. In 2014, Loeb & Loeb advised media companies, advertisers and agencies in high-profile technology partnerships designed to strengthen our clients’ data-driven content and precision marketing platforms. We represented global media agency Starcom MediaVest Group in its strategic partnership with data analytics company Acxiom, which enables sharing of data assets for audience segmentation and targeting of client advertising and marketing campaigns across all online and off-line channels. Our attorneys also counseled another Publicis Groupe agency, digital advertising leader VivaKi, in connection with a strategic partnership with Adobe for the development of a new marketing management platform that will make Adobe Marketing Cloud technology available to all Publicis agencies and will provide content management, analytics, and audience segmenting and targeting tools. 3 .

Loeb & Loeb helped premier companies across a range of industry verticals forge innovative and effective technology and outsourcing agreements in 2014. 4 From traditional IT and business processing outsourcing to complex cloud-based interactions, and from standard technology licensing, development and integration to novel tech-enabled transactions involving mobile commerce, electronic and biometric signatures, and other emerging technologies, we structured and negotiated cutting-edge deals to help our clients compete in today’s global marketplace. Our attorneys advised leading institutions such as Comcast, Dr Pepper Snapple Group, The Guardian Life Insurance Company of America, Horizon Blue Cross Blue Shield of New Jersey, Toyota, The TJX Companies Inc., and Universal Music Group on all facets of technology transactions and sourcing strategies, as well as with respect to related intellectual property, privacy and data security issues. . BANKRUPTCY, RESTRUCTURING AND CREDITORS’ RIGHTS Represented the indenture trustees for public bondholders to successfully obtain recoveries for ostensibly out-of-the-money holders in several hotly contested Chapter 11 reorganizations, including the structurally subordinated bondholders in a $6.5 billion restructuring. Represented the developer of an island resort off the coast of Georgia in working out a series of defaulted secured loans with three different lenders and, as a result, successfully avoided the need for a costly and high-risk Chapter 11 filing and preserved control of the project for the client. Represented a major sovereign entity in connection with the U.S. bankruptcy issues that arose when the counterparty to a contract worth nearly US$1 billion to our client became insolvent. In one of the most significant bankruptcy-law decisions of 2014, Loeb & Loeb secured a major appellate victory limiting claw-back exposure for innocent investors in the Bernard Madoff Ponzi scheme. The U.S. Court of Appeals for the 2nd Circuit unanimously affirmed a district court decision significantly curtailing the ability of the Madoff trustee to “claw back” redemption payments made by Madoff to good-faith investors with no knowledge of the fraud. As a result, those Madoff victim defendants will not have to repay approximately $1.6 billion withdrawn from the Madoff brokerage firm, and Loeb & Loeb clients and their families will save more than $80 million.

The 2nd Circuit’s decision upheld the application of the Bankruptcy Code § 546(e) safe harbor to the redemptions of good-faith Madoff victims. The practical effect of this decision was to insulate from avoidance all of the redemption payments made to good-faith victims more than two years before the commencement of the Madoff liquidation – the Madoff trustee had been seeking to recover payments made as far back as six years. The decision also bars the Madoff trustee from seeking to recover preferential transfers from good-faith victim defendants. Loeb & Loeb was one of three firms that briefed and argued the appeal as part of a good-faith customer joint defense team. 5 .

CAPITAL MARKETS Loeb & Loeb provided valued counsel in 2014 across all facets of capital-raising and corporate finance, most notably within the technology, life sciences and energy arenas, both in the U.S. and in emerging markets. As pioneers in counseling on regulations related to the use of new technologies and developing media channels, our attorneys blend industry insight and transactional expertise to assist digital media, Internet and information services companies as they access the capital markets. We are also a go-to firm for issuers across the pharma, biotech and medical device fields, along with their financial intermediaries. Our attorneys are keenly aware of the regulatory and business issues facing life sciences companies, and we offer sophisticated market intelligence within this industry. In 2014, Loeb & Loeb’s capital markets team also continued to build on decades of experience in the energy arena, advising on public and private financings for clients in nearly every energy sector, including electric, oil and gas, and green energy technologies. 6 Technology Provided issuer representation to MOKO Social Media Ltd., a social media/advertising company based in Australia, in its initial public offering and Nasdaq listing of American Depositary Shares. Represented digital research and development lab Walker Digital, LLC, as selling stockholder, and Patent Properties, Inc., as issuer, in a PIPE transaction involving the resale of 5 million shares of Patent Properties to accredited investors in the U.S. and Canada. Provided underwriter representation to the joint book-running managers for the $20.4 million Nasdaq initial public offering of common stock of Medical Transcription Billing Corp., a healthcare information technology company. Represented wireless and mobility software provider Smith Micro Software, Inc. as issuer in a PIPE offering of common stock. Life Sciences Represented Nuvilex, Inc., a clinical-stage international biotechnology company providing cell and gene therapy solutions, in an “at the market” banking agreement with Chardan Capital Markets, LLC of up to $50 million. .

Represented the lead underwriter in connection with a $20 million shelf takedown offering of common stock of Nanosphere, Inc., a biotechnology company that specializes in targeted molecular diagnostic testing. Represented Titan Pharmaceuticals, Inc., as issuer, in an underwritten public offering of common stock and warrants. Represented molecular diagnostics company MetaStat, Inc. in multiple PIPE transactions, including the issuance of common stock and warrants, and the issuance of Series B convertible preferred stock and warrants. Represented FluoroPharma Medical, Inc., a company engaged in the development of medical diagnostic imaging technology, as issuer, in a private placement of promissory notes. Represented the underwriter in connection with an initial public offering of common stock and warrants of Capnia, Inc., a developer of therapeutic and diagnostic products. Energy Represented Beechwood Asset Management in connection with an issuance of $80 million in aggregate principal amount of 12 percent second-priority senior secured notes due 2019 issued by Northstar GOM Holdings Group LLC and offered and sold under Rule 144A. Our representation included advice regarding oil and gas industry disclosure matters and security interest filings and documentation. Represented the placement agent in connection with a private placement of common stock and warrants of Acorn Energy, Inc., a holding company whose portfolio companies provide energy infrastructure asset management. Represented the underwriter in connection with a $27.6 million public offering of common stock of Profire Energy Inc., an oilfield technology company. SPAC and IPACSM Transactions Represented Aquasition Corp., a special-purpose acquisition company, in its approximately $220 million acquisition of KBS Fashion Group Ltd. Provided underwriter counsel to Cantor Fitzgerald in the $40 million initial public offering of blank check company Sino Mercury Acquisition Corp. Advised CIS Acquisition, Ltd., an innovated public acquisition company (IPAC), in its business combination with China-based specialty chemical company Delta Advanced Materials Ltd. A broad range of China- and Asia-based companies turned to us in 2014 for leading-edge representation in equity capital markets and M&A transactions. Loeb & Loeb’s Hong Kong-based affiliate Pang & Co. acted on behalf of the issuer or underwriters in a number of public offerings on both the Main Board and the GEM Board of the Hong Kong Stock Exchange. These included listings of shares by Chun Sing Engineering Holdings Ltd., Earthasia International Holdings Ltd., ELL Environmental Holdings Ltd., Glory Flame Holdings Ltd., and Sinomax Group Ltd., aggregating more than US$200 million. Our attorneys represented China Cord Blood Corporation (CCBC) in connection with the sale by Golden Meditech Holdings Ltd. of CCBC’s 7 percent senior convertible note, due 2017 in aggregate principal amount of US$50 million, to Magnum Opus International Holdings Ltd.

and Cordlife Group Ltd. for approximately US$88 million. In addition, we represented Chinabased agricultural nutrient company Yongye International, Inc. in its US$272 million going-private transaction, and advised green energy company China Greenstar Holdings Ltd.

in a public merger with Stark Beneficial, Inc. 7 . During 2014, our attorneys were active in the energy sector. We structured complex transactions and provided regulatory counsel that advanced our clients’ goals and fueled investment, innovation and efficiency. We advised the Special Committee of the Board of Directors of World Energy Solutions, Inc., an energy technology and services firm, in its sale to EnerNOC, Inc. for approximately $77 million in cash pursuant to a tender offer and merger. A cross-practice team of attorneys from Loeb & Loeb handled corporate, securities, governance, regulatory and tax matters related to the transaction, along with the successful defense of a shareholder class action lawsuit challenging the deal. Our attorneys also represented Iberdrola USA and its subsidiaries, New York State Electric & Gas Corporation and Rochester Gas & Electric Corporation, in tender offers for an aggregate outstanding amount of $168 million of tax-exempt bonds issued by the New York State Energy Research and Development Authority. In addition, our team advised solar portfolio lender Open Energy Group in connection with the financing of multiple portfolios of operating distributed generation solar projects located in Tennessee, Alabama and Minnesota. On the regulatory front, we provided ongoing representation to Exelon Corporation and Pepco Holdings, Inc. before the District of Columbia Public Service Commission to seek approval for their $7 billion merger.

We also represented Enel Green Power in defending an order of the Federal Energy Regulatory Commission before the U.S. Court of Appeals for the 1st Circuit. 8 . CORPORATE Mergers and Acquisitions Represented the founder and sole stockholder of Construction Labor Group, Inc., a leading regional provider of skilled construction personnel, in the sale of a majority interest in the company and in our client’s rollover investment in the company going forward. Represented E-World USA Holding, Inc., a public company, in its acquisition of all the issued and outstanding shares of Prime Nutrisource, Inc., Nugale Pharmaceutical, Inc. and Prime Nutrisource, Inc. (New Jersey), for an aggregate purchase price of $28.78 million plus 25 million shares of exchangeable stock issued by E-World’s wholly owned Canadian subsidiary. Represented KnowledgeAdvisors, Inc., the leading provider of analytics solutions for talent development professionals, in its sale to CEB (The Corporate Executive Board Company), a leading member-based advisory company, for approximately $52 million. Advised RTL Group, a leading European media company, in its acquisition of a majority ownership interest in the video advertising firm SpotXchange, Inc. for an initial investment of approximately $144 million.

In a separate transaction, we represented RTL in its acquisition of a controlling stake in StyleHaul, the largest multichannel fashion and beauty network, for over $100 million. RTL will also invest $20 million into StyleHaul to fund the company’s growth plan. Served as co-counsel to Turtle Mountain, LLC, doing business as So Delicious® Dairy Free, a producer of dairy-free food and beverage products, in connection with the sale of the company to WhiteWave Foods Company for approximately $195 million in cash. Represented TransUnion LLC in the acquisition of L2C, Inc., a provider of predictive analytics solutions that utilize alternative data for credit scoring and other risk analysis purposes. The acquisition of L2C expands TransUnion’s already robust credit data offerings and provides TransUnion clients with additional data for more precise lending decisions and targeted offers. Represented the selling shareholders of a leading manufacturer of condiments and other food products in China in connection with the sale of a controlling stake in the company to an Asia-focused private equity fund and with the associated corporate restructuring of the company. 9 .

Private Equity and Venture Capital Represented Clearview Capital, LLC and its affiliate investment funds in multiple acquisitions and dispositions of North American companies. These deals included the purchase of Northwest Cosmetic Laboratories, LLC, a formulator and manufacturer of cosmetic and skin care products, and the acquisition of Xcellence Inc., a provider of electronic-discovery and data management services. We also counseled Clearview in connection with the $130.5 million sale of its controlling interest in hunting and shooting accessories provider Battenfeld Technologies, Inc. to Smith & Wesson Holding Corporation. Represented Gary Comer Inc.

(GCI) in connection with a private equity investment in River’s End Trading Company, LLC, and with related corporate restructuring transactions. River’s End is a Minnesota-based apparel company that offers a full range of apparel and innovative decoration options to the promotional products, golf and uniform markets. Represented private investment firm Pillsman Partners, LLC in connection with its acquisition of SST Conveyor Components, Inc., a manufacturer of conveyor belts and other similar equipment. Represented River Hollow Partners, a private equity firm, in connection with an investment in Dancing Deer Baking Co., a nationally known manufacturer of gourmet baked goods. Represented a range of startup and emerging growth companies in seed, venture and strategic financings ranging in value from tens of thousands of dollars to more than $5 million. These included financings for wearables software, energy storage, mobile application, social commerce, beverage and content marketing companies such as Augmate, Encell Technology, NimbleDroid, Stylinity, Temple Turmeric and Vestorly. 10 .

Loeb & Loeb was active on both sides of the deal table in 2014’s spree of mergers and acquisitions within the non-scripted television space. As the content business of reality television continues to present rich opportunities for cable networks, big broadcasters and digital platforms, we’ve seen large European media outlets snapping up smaller American production operations, and significant consolidations among several major players in the non-scripted space. Our corporate attorneys provided representation to many of the industry’s leading production companies in some of the year’s most significant deals, including: FremantleMedia in its acquisition of a majority stake in 495 Productions, a non-scripted television producer whose credits include Jersey Shore and Party Down South. Half Yard Productions in its sale to Red Arrow International. Half Yard produces such hit shows as Say Yes to the Dress, 100 Days of Summer and Modern Marvels. Magical Elves, an independent U.S.-based television, motion picture and digital production company, in its sale to the U.K.-based Tinopolis Group. Magical Elves is known for producing hit shows that include the popular Top Chef franchise and Project Runway. Znak & Jones Productions in its partnership with Sky Broadcasting, the largest pay-TV broadcaster in Europe. 11 .

EMPLOYMENT AND LABOR Litigated and resolved a variety of employee mobility disputes involving claims of breach of post-employment restrictive covenants, trade secret misappropriation and unfair competition. We obtained many noteworthy victories for employers in this regard, protecting and defending our clients’ rights, intellectual property and proprietary information in California, New York and other jurisdictions where such litigation is closely scrutinized by the courts. Conducted employment and labor-related corporate diligence in connection with a number of significant and dynamic acquisitions for clients within the media, entertainment, financial services and other industries. We assessed employment-related liabilities of target businesses, brought target businesses into compliance with pertinent laws, and negotiated purchase terms to account for, eliminate or substantially reduce post-closing exposure for labor-related claims. Negotiated employment and separation agreements for public and nonpublic companies, as well as for C-level and other senior executives, in the entertainment, media, real estate brokerage, financial services, health and fitness, and other industries. Achieved multiple victories in California wage and hour class action lawsuits, including a grant of summary judgment on behalf of a restaurant group and its investors, and dismissal of an action in the Northern District of California involving statewide messengers. Efficiently and effectively secured a favorable pre-answer settlement of wage and hour claims brought against a private equity firm client by a former employee. Obtained dismissal of sexual harassment and retaliatory demotion and discharge claims brought against an international asset management and investment services company and its founder by a former employee. The U.S. District Court for the Northern District of Illinois granted our client’s motion to dismiss on the grounds that the former employee had not timely served the defendants. 12 .

Loeb & Loeb remains one of the select few law firms that handles complex labor concerns unique to the entertainment industry. Throughout 2014, we assisted clients across the film, television, Internet, mobile and advertising arenas in connection with collective bargaining negotiations, picketing and strike activity, and interpretation and enforcement of SAG-AFTRA, DGA, WGA, AFM, Teamsters and IATSE agreements. Loeb & Loeb represented the producers of a major motion picture in negotiations with the International Alliance of Theatrical Stage Employees (IATSE) and the National Association of Broadcast Employees and Technicians-Communications Workers of America (NABET) after the Canadian film production was shut down due to a union jurisdiction dispute. We were also recently called into a union negotiation on behalf of a major reality television production company after the entire crew walked off a series. Our attorneys were able to negotiate a collective bargaining agreement and get the crew back to work within a matter of hours. In addition, over the past year we have actively counseled our leading digital and new media production clients in connection with sophisticated guild- and unionrelated matters with respect to the development of digital entertainment content. 13 . ENTERTAINMENT Film Represented RatPac Entertainment in the distribution and financing of its inaugural slate of independent motion pictures, including Truth, starring Cate Blanchett and Robert Redford, and I Saw the Light, starring Tom Hiddleston and Elizabeth Olsen. Represented Warren Beatty in connection with design of the financing and distribution structure for an untitled Howard Hughes biopic written, produced and directed by Mr. Beatty. Represented Teddy Schwarzman’s Black Bear Pictures in connection with a U.S. distribution deal with The Weinstein Company for the Academy Award- and Golden Globe-nominated film The Imitation Game (the biggest deal concluded for U.S. rights to a film at the 2014 European Film Market in Berlin).

We also advised Black Bear in the structuring and negotiation of its strategic investment in – and multiple picture output deal with – the newly formed Canadian distribution company Elevation Pictures. Represented Indian Paintbrush in connection with the distribution and financing of the Academy Award-winning film The Grand Budapest Hotel, directed by Wes Anderson. Represented Merced Media Capital in the formation and launch of Merced Media, a new $500 million film development, production and financing vehicle, and with respect to the financing of numerous motion pictures, including November Man, American Ultra, Sing Street and The Whole Truth. Represented Vine Alternative Investments in various financing transactions with major independent film and television production companies, including several second-lien credit facilities, a unique multipicture co-financing agreement, and the acquisition of revenue interests in a slate of motion pictures. 14 . Loeb & Loeb entertainment attorneys continue to serve as leading dealmakers in China’s growing film market. In 2014, we represented major motion picture production and distribution companies, studios, banks, financial institutions and leading talent throughout Greater China in connection with a range of high-profile projects. We advised East West Bank in the financing of the Chinese motion pictures The Crossing, directed by John Woo; Zhong Kui: Snow Girl and the Dark Crystal, directed by Zhao Tianyu; and the Chinese-Australian co-production The Moon and the Sun, starring Pierce Brosnan. We represented Chinese martial arts film director Yuen Wo Ping and producer Anthony Wong in the negotiation of their respective directing and executive producing deals with The Weinstein Company for Crouching Tiger, Hidden Dragon II: The Green Legend. In addition, our attorneys represented Hong Kong-based Celestial Pictures Ltd. in a new five-year programming deal with Robert Rodriguez’s El Rey Network, which extends and expands El Rey’s access to the Celestial library of films. 15 . Talent Represented Lee Daniels in connection with his agreement with 20th Century Fox Television to be the executive producer of the new hit television series Empire, which he also created. Represented Glenn Close in connection with her starring role in Edward Albee’s Broadway play A Delicate Balance. Music competition shows continue to anchor major television networks, and Loeb & Loeb handles a range of matters associated with these productions and the rising stars whose careers they are helping launch. In 2014, we represented the season 7 contestants of NBC’s The Voice – the network’s No. 1-rated show – in connection with recording, publishing, merchandising, management and touring agreements with Universal and affiliated entities. Our attorneys also provide ongoing counsel to individual contestants from past seasons of the show with respect to their emerging careers, including The Swon Brothers, Melanie Martinez and Matt McAndrew. In addition, we represented 19 Entertainment in connection with season 14 of American Idol, including distribution, recording, merchandising, touring, publishing and management agreements with the top finalists. 16 Represented Ryan Murphy as creator, executive producer and director of the new FX anthology series American Crime Story, which will focus on a different true crime story each season. We also provided ongoing representation to Mr.

Murphy as showrunner of the Fox series Glee, as creator and executive producer of the FX series American Horror Story, and as director of the Emmy-winning film The Normal Heart, together with a new series titled Scream Queens. Represented the producers of Nightcrawler, an Academy Award-nominated film starring Jake Gyllenhaal. Represented Robert Rodriguez and his partners at FactoryMade Ventures in matters associated with his El Rey Network, a recently launched English-language television and digital network targeting Latino audiences. Provided continued representation of established recording artists such as Carrie Underwood, Quincy Jones, Vince Gill, Diana Ross and B.B. King; emerging artists such as Sturgill Simpson and Haley Georgia; and other major songwriters, performers and producers in a range of music industry matters. Music Represented the Academy of Country Music in negotiations with the Dallas Cowboys and the Texas Rangers for the production and telecast of the 50th Anniversary Academy of Country Music Awards show and related music festival and activities. The representation included negotiations of strategic partnership, economic incentive and stadium lease agreements, as well as sales, marketing and promotion agreements. We also provided counsel with respect to the local organizing committee and negotiations with local governmental agencies, including finance, venue, local media and lodging agreements. .

Provided continued representation to Warner Music Group and its subsidiaries and affiliates in connection with a broad array of business matters, including the recent acquisitions of significant music publishing catalogs. Represented Fujipacific Music in an agreement with Pulse Recording to form Pulse Music Publishing. Fujipacific will provide Pulse with a multimillion-dollar capital fund to drive future growth and expand its music-publishing roster, as well as to augment its creative services for its client base of established artists, songwriters and producers. Represented independent record label Glassnote Records in connection with the company’s continued expansion, including its move to the Universal Music Group for distribution and its launch of Resolved, a second record label. Represented Reservoir Media Management in a share and asset acquisition of the First State Media Group catalog, comprising 26,000 music compositions. The catalog, one of the largest independent music catalogs in Europe, contains collections from sources such as Wind-up Music Publishing and Dimensional/ DreamWorks Music Publishing, and iconic songs such as Chubby Checker’s “The Twist” and The Kingsmen’s “Louie Louie,” as well as a number of contemporary hits. Represented Alcon Entertainment in connection with the formation of a joint venture with Sleeping Giant Music to launch a music division, ASG Music Group, designed to exploit the companies’ combined film and television music assets. Provided continued representation of the John R. Cash Revocable Trust in matters concerning the Johnny Cash trademarks, publicity rights, records and publishing. We also represented the Estate of Elvis Presley in connection with compliance with all union obligations on its various TV and DVD programming. Represented country music festival company Country Thunder in negotiations with William Morris Endeavor Entertainment to establish a strategic alliance that will bring the two entities together to build, brand, market and execute country music festivals in markets across the U.S. and Canada, including the Craven Country Jamboree and Texas Thunder festivals. 17 . Television Provided continued representation of many of the industry’s leading non-scripted television production companies, including Big Fish Entertainment, Original Media, Sharp Entertainment, True Entertainment and Original Productions in connection with development, production and distribution matters for well over 100 projects involving many of the most successful reality shows of the past year. Represented Hit The Ground Running Films and producer and director Andrew Jarecki in connection with The Jinx: The Life and Deaths of Robert Durst, a six-part docu-miniseries premiering on HBO, which examines the reclusive millionaire at the heart of three unsolved murders spanning four decades. Provided business and legal affairs assistance to AMC in connection with the television series Better Call Saul, Turn: Washington’s Spies, Halt and Catch Fire, Mad Men, The Walking Dead, Hell on Wheels, Humans and The Night Manager, as well as series development deals with U.S. studios, independent production companies, and individual writers, directors and producers. Our attorneys also represented AMC Networks affiliates WE tv, SundanceTV and BBC America in original programming deals. Represented ION Media Networks in connection with scripted and non-scripted deal structures with production companies, preparation of master agreements, financing and distribution of original productions, and contractual litigation. Negotiated original animated series production agreements with Amazon for Out of the Blue Enterprises. We also represented Out of the Blue in connection with the asset acquisition of the classic toy brand Colorforms, which it plans to adapt for a new toy line, animated series and digital apps. Represented the El Rey Network in connection with the drama series From Dusk Till Dawn, as well as in scripted development and financing transactions. 18 .

Represented the producers of American Epic, a multipart documentary television special about the history of the American recording industry airing this fall on PBS and the BBC, including securing all the music rights from artists such as Elton John, Beck, Alabama Shakes, Jack White and The Avett Brothers. Digital Media Represented Amazon Studios and Netflix, Inc. in connection with original programming deals. Represented cutting-edge technology companies such as Music Mastermind (Zya), Rednote and Rithm Messaging in seeking content platforms and/ or industrywide content licenses for streaming or messaging services. Represented YouTube in connection with various funded content initiatives. Represented Grosvenor Park in the financing of an upcoming Web series to be released on Hulu. Represented a major online streaming service in numerous overall multi- and single-picture licensing arrangements with various motion picture studios, including the licensing of the streaming rights for The Interview from Sony Pictures. Theater Over the past year, Loeb & Loeb was at the forefront of cutting-edge digital content financing and distribution deals. Our attorneys represented Netflix, Inc. in connection with its groundbreaking agreement with The Weinstein Company to finance and distribute the sequel to the Academy Award-winning 2000 film Crouching Tiger, Hidden Dragon. In a first-of-its-kind deal that upends the traditional distribution model, Netflix will debut Crouching Tiger, Hidden Dragon II: The Green Legend simultaneously around the world on the Netflix service and in select IMAX theaters. We also provided continued representation to Netflix with respect to the financing and distribution of its original television, film and documentary content, including the original series Marco Polo; the new comedy series Grace and Frankie, starring Jane Fonda and Lily Tomlin; the second seasons of Hemlock Grove and Orange Is the New Black; the upcoming series Sense8, produced by Andy and Lana Wachowski; and the series Narcos. Served as ongoing production counsel for 18 Broadway, touring and London productions in the seasons ending in 2014 and 2015, including Raisin in the Sun (2014 Tony Award winner for Best Revival of a Play), Hedwig and the Angry Inch (2014 Tony Award winner for Best Revival of a Musical), Jersey Boys, Chicago, Wicked, Pippin and Of Mice and Men. Represented writers, directors, designers, rights holders, investors and other parties involved with almost all first-class commercial productions, including new productions such as An American in Paris and Doctor Zhivago, and currently handle the production and financing of productions of new plays and musicals opening on Broadway in the new season, such as Disgraced, A Delicate Balance, Fish in the Dark, Skylight and Finding Neverland. 19 . FINANCE Represented Bank Hapoalim as the lender in secured term loan facilities to subsidiaries of Xcel Brands in connection with the acquisition of the Judith Ripka and H Halston brands. Represented Brevet Capital Management in a term loan facility extended to a group of investors used to acquire five sports talent agencies and a brand activation agency to create a new sports and entertainment management company, Stealth SME. The newly created entity represents over 200 athletes across all the major North American sports leagues as well as corporate and property clients. Represented City National Bank in a multimillion-dollar cross-border credit facility with a talent agency with offices in several countries outside the U.S. Represented a major U.S. bank in connection with a $105 million credit facility to a prominent private equity firm for the purpose of acquiring a portfolio of private equity funds. Represented a major financial institution in connection with a $23 million revolving credit facility to an individual secured by a limited partnership interest in a publicly traded real estate investment trust. Represented a major financial institution in a $419.5 million term loan facility to a sports and entertainment media company in connection with the acquisition of additional media interests from a private equity fund. The loan was secured by a lien on personal property assets, including certain intellectual property interests. Represented several major money-center institutions in connection with their subscription lending programs to private equity funds.

Our attorneys routinely represent these institutions as agents, lead arrangers, lenders, letter of credit issuers and derivative providers in multilender syndications and club deals, as well as single-lender structured deals ranging in size from $50 million to $1 billion. Represented a leading insurance company in connection with its purchase of a $10 million note issued by a large farming cooperative. Our attorneys structured the transaction as a senior secured private placement, guaranteed by a subsidiary of the issuer and secured by real estate of the issuer and one of its subsidiaries. In addition, we drafted and negotiated the note purchase agreement and guarantee, and negotiated the mortgages and intercreditor and collateral agency agreements with the issuer’s group of bank lenders. 20 .

Our IP attorneys manage and maintain thousands of domestic and foreign trademark matters for hundreds of clients, including high-profile celebrities, entertainment companies, consumer products manufacturers and financial institutions. Over the past year, we provided ongoing trademark prosecution, portfolio management and strategic counseling to help our clients protect and exploit their valuable brand assets. Our team handled nearly 800 trademark applications in 2014 – a 30 percent increase from the prior year – on behalf of Fortune 500 companies and other businesses and individuals across nearly every industry vertical, including for clients such as City National Bank, HBO, National Collegiate Athletic Association, Saks Fifth Avenue and Arnold Schwarzenegger. We also represented individuals and organizations in the negotiation of trademark license agreements and other branding matters, and handled IP due diligence in connection with multimillion-dollar business combinations. In addition, our attorneys resolved high-profile domestic and international trademark disputes for clients in jurisdictions across the country. 21 . INTELLECTUAL PROPERTY Trademarks and Copyrights Achieved an appellate victory on behalf of Fox Entertainment Group, Inc., Peter Chernin, Kiefer Sutherland, Richard Timothy Kring and others when the 2nd Circuit Court of Appeals affirmed a district court’s dismissal of a copyright infringement action alleging that the television series Touch infringed the plaintiff’s screenplay and an earlier novel by the plaintiff that the plaintiff claimed was related to the screenplay. Secured an appellate victory on behalf of David Guetta and Frédéric Riesterer, producers and writers of The Black Eyed Peas’ song “I Gotta Feeling,” when the 9th Circuit Court of Appeals affirmed a district court’s summary judgment dismissal of a copyright infringement suit brought by an unknown artist with respect to the hit song. Following the victory, we obtained an award of attorneys’ fees for our clients amounting to nearly $1.5 million. Secured an appellate victory on behalf of Pom Wonderful, LLC when the 9th Circuit Court of Appeals reversed a district court’s order denying a preliminary injunction in a trademark infringement action against Pur Beverages over the sale of “pur pom” energy drinks, which violate Pom Wonderful’s trademark of its “POM” line of juices. The 9th Circuit concluded that the district court erred in its likelihood of confusion analysis and remanded the case to the trial judge. Obtained dismissal of a lawsuit filed against Twentieth Century Fox Film Corporation and other defendants in the U.S. District Court for the Southern District of New York in which the plaintiff (an actor in the film Office Space) claimed that his likeness was used on a product associated with the film without his consent, in violation of the Lanham Act. 22 .

Obtained dismissal of a copyright infringement case in the U.S. District Court for the Southern District of New York against Twentieth Century Fox Film Corporation, James Cameron, Lightstorm Entertainment and other defendants brought by Roger Dean, a well-known British artist, alleging that the film Avatar infringed the plaintiff’s pre-existing artwork. The court granted the defendants’ motion to dismiss, finding no substantial similarity existed between the film and copyrightable elements of the plaintiff’s paintings. Won a motion to dismiss on behalf of more than two dozen major record labels, music publishers and artists, including Sony/ATV Music, Warner Music Group, Universal Music Group and related defendants, in a massive copyright infringement action brought by musician Paul Batiste in the U.S. District Court for the Eastern District of Louisiana in which the plaintiff claimed infringement of nearly 100 works by the defendants. Patent Secured a victory for a leading online daily deal marketplace in a patent, trademark and copyright suit related to the client’s promotion of vouchers for the purchase of allegedly infringing battery cases for smartphone devices.

The U.S. District Court for the Central District of California granted our client’s motion for summary judgment of noninfringement of trademark, trade dress and copyright claims and invalidity of the patent in suit. Provided ongoing representation to several innovator drug companies in Hatch-Waxman litigation and inter partes reviews at the Patent Trial and Appeal Board. Our attorneys also advised innovator drug companies on intellectual property issues with licensing and acquisitions of oncology and neuroscience drugs, including a recent corporate acquisition valued at over $900 million. Provided ongoing representation to international trading software leader CQG, Inc. in two nationally prominent patent infringement actions in the U.S.

District Court for the Northern District of Illinois and an appeal before the U.S. Court of Appeals for the Federal Circuit against Trading Technologies International, Inc. These actions involve approximately 20 joint defendants and 19 patents directed to graphical user interfaces for displaying market information associated with a traded commodity.

Our attorneys also represented CQG before the U.S. Patent and Trademark Office in Covered Business Method Review proceedings under the America Invents Act. 23 . Provided ongoing representation to leading hepatocyte supplier Celsis International Ltd. in a patent infringement action in the U.S. District Court for the Northern District of Illinois against Life Technologies Corporation involving a patent directed to cryopreserved hepatocytes. Represented a group of marketing companies in a patent suit against Quest NetTech Corporation involving a system and method of electronic promotion. Loeb & Loeb formed a joint defense group and successfully negotiated an advantageous settlement for the group. Obtained resolution of a patent litigation matter on behalf of apparel company HanesBrands Inc. with respect to a business process patent for a marketing program. The suit settled quickly and favorably for our client. Provided ongoing representation to Visa in connection with patent portfolio and risk analysis matters relating to patents directed toward mobile applications, mobile wallets and mobile payments technologies. Provided ongoing strategic patent counseling and prosecution for innovators across a variety of industry sectors, including green technology company Advanced Green Innovations, upstart golf club manufacturer Parsons Xtreme Golf, LLC, aerial data solutions provider Precision Hawk and pharmaceutical software provider Sentry Data Systems. 24 .

Life sciences leaders and early-stage innovators across the pharma, biotech and medical device arenas relied on Loeb & Loeb for cutting-edge regulatory and compliance counsel in 2014. Over the past year, our work in this space ranged from training executives at a top 15 medical device manufacturer to assisting in the commercial launch of new prescription drugs with national advertising campaigns. Our team supervised a quality assurance evaluation and a global investigation into a research/development program for a top 100 prescription drug, and also led life sciences regulatory due diligence for filings related to multiple initial public offerings, both in the U.S. and abroad. We were part of numerous clients’ promotional and scientific review committees, evaluating and providing feedback on a range of product communications directed toward consumers and healthcare professionals, and we also monitored nationwide speaking programs related to a top 100 prescription drug. From fundraising through commercialization, our interdisciplinary team worked to address the full spectrum of regulatory and compliance issues facing life sciences companies throughout the complete life cycle of their FDA-regulated products. 25 .

In one of the National Law Journal’s “Top 100 Verdicts in 2014,” Loeb & Loeb secured an $82 million judgment on behalf of the four highestgrossing Illinois casinos after a federal RICO jury trial. 26 The civil racketeering suit accused an Illinois racetrack owner of conspiring to bribe then Illinois Gov. Rod Blagojevich to sign legislation in 2008 that transferred 3 percent of the gross revenues of Illinois’ four highest-grossing casinos to the state’s horse racing tracks. After a little over two hours of deliberations, a federal jury found in favor of Loeb & Loeb’s clients, returning an $82 million verdict against the track owner and two tracks for damages stemming from this portion of the corruption scandal that toppled and jailed former Gov. Blagojevich.

Our win on behalf of our client casinos ranked as the 24th largest verdict in the country in 2014, according to the National Law Journal, and the No. 1 verdict in Illinois. . LITIGATION Business Litigation Secured a summary judgment victory for television network company ION Media Networks dismissing a $4 million breach of contract action brought by French television production company Atlantique Productions, a subsidiary of the French conglomerate Lagardère, regarding licensing of the U.S. distribution rights for the international television co-production of Jo, formerly called Le Grand. Obtained complete dismissal of claims under the Racketeer Influenced and Corrupt Organizations Act (RICO) and a variety of state law claims brought by the former Olympic figure skater Oksana Baiul against the talent and literary agency William Morris Endeavor Entertainment LLC, several former William Morris agents and the accounting firm Wallin Simon & Black, seeking recovery of more than $100 million in funds that were allegedly owed to Ms. Baiul for skating performances and endorsements. Real Estate Litigation Defended Westmount Properties LLC against breach of contract, breach of fiduciary duty and constructive fraud claims of more than $60 million concerning the entitlement of several thousand acres of land in Imperial County, California. Following several rounds of demurrer, an appeal, and several dozen depositions of engineers, governmental representatives and plaintiff’s principals, the client’s motion for summary judgment was granted in its entirety and judgment was entered. Obtained a defense verdict for a leading title insurer following a two-month jury trial in which the plaintiff claimed breach of policy, bad faith and fraudulent concealment and sought more than $100 million in compensatory and punitive damages.

At issue was coverage of an easement that the plaintiffs claimed was invalid. Represented 80-90 Maiden Lane Del. LLC, a New York City-based property management company, in connection with the successful resolution of an action against its tenant for nonpayment of rent and violation of a lease agreement. The case centered on the interpretation of an early termination provision in the lease that would have allowed the state-funded tenant to terminate its lease in the event that funding was not available to cover the full lease term. 27 .

Securities Litigation Represented American Oriental Bioengineering, Inc. (AOB), a China-based pharmaceutical company, in the defense of a putative shareholder class action that alleged AOB’s failure to disclose the sale of a subsidiary company in quarterly filings constituted securities fraud. We succeeded in obtaining dismissal of the fourth amended complaint with prejudice. Represented China Integrated Energy, Inc., a U.S. public company with operations in China, as well as its senior management, in the defense of a shareholder class action alleging that the company misstated revenue in certain regulatory filings. Shortly after the Supreme Court’s ruling in Halliburton, the federal district court denied class certification in this case, finding that the plaintiff had failed to establish that there was an efficient market for the company’s stock. White Collar Criminal Defense Completed an internal investigation for a national communications company victimized by a fraud scheme related to service providers misrepresenting their status as city- and county-approved minority-owned businesses in order to secure certain work contracts.

We assisted the U.S. Attorney’s Office in its preparation for trial, which resulted in a swift verdict of guilty on all counts. In addition to sentencing the defendants to prison, restitution was ordered for all of Loeb & Loeb’s fees. Represented a high-ranking executive of a leading auto parts manufacturer in the ongoing U.S. Department of Justice (DOJ) auto parts cartel investigation.

After the company admitted in its plea agreement that certain of its employees engaged in a bid-rigging conspiracy in violation of the Sherman Act, the DOJ carved out for further prosecution five individuals alleged to have been responsible for the conspiracy, including our client. Loeb & Loeb’s attorneys successfully convinced the DOJ to decline prosecution of our client and instead focus on the other four individuals, whose involvement in the conspiracy was more significant and damaging. This decision marks one of the few times in history that anyone carved out in a DOJ investigation has not been prosecuted. Represented a professional poker player in a 34-defendant criminal case that alleged that the defendants, including associates of the Russian mob, operated an international sports book that laundered more than $100 million.

The government dismissed all felony charges against our client. The client then pleaded to a one-count misdemeanor and received a $5,000 fine with no jail time and no probation. Served as special counsel to the co-president of the New York State Senate and the New York State Senate’s Independent Democratic Conference in connection with Gov. Andrew Cuomo’s Moreland Commission to Investigate Public Corruption in the New York State legislature. 28 .

PRIVATE CLIENT SERVICES Trust and Estate Planning and Administration Handled a variety of estate and wealth transfer planning matters and the administration of simple and complex estates and trusts, ranging in value from $5 million to more than $1 billion. Represented multiple individuals and estates in the settlement of estate and gift tax audits and appeals with the IRS and with state and local taxing authorities. Counseled individuals and families in a variety of multijurisdictional and international estate, probate and tax planning matters, including with regard to U.S. federal and state pre-immigration tax planning and restructuring, the establishment and administration of offshore trusts and domestic trusts for non-U.S. persons, U.S. expatriation issues, and other cross-border tax and trust issues. Counseled closely held business owners in connection with the structuring and implementation of business succession plans. Structured and implemented estate planning transfers of carried interests in multibillion-dollar private equity funds for fund principals through installment sales to grantor trusts and through the creation of family limited partnerships and limited liability companies. Trust and Estate Litigation Provided ongoing representation as counsel to the co-executors of the $5 billion-plus Estate of Leona Helmsley in their final accounting proceeding. Secured a trust litigation victory for former Microsoft CEO Steve Ballmer when the Los Angeles Superior Court confirmed the authority of Shelly Sterling to sell the Los Angeles Clippers NBA basketball franchise to Mr.

Ballmer for $2 billion over the objections of her husband, longtime team owner Donald Sterling. Key to the deal was a novel strategy to seek an order under a rarely used probate code provision that authorized Ms. Sterling to sell the team despite any appeal from Mr.

Sterling, which would normally freeze the transaction. 29 . Concluded a partial settlement on behalf of the executor of the estate of a major New York real estate owner in a Tax Court proceeding that resulted in a reduction of more than $50 million in the IRS tax assessment. Secured a victory in an estate tax dispute involving the value of interests in the stock of an S corporation that owned the Sahara hotel/casino, and parcels of land on and near the Las Vegas Strip. The difference between the values asserted by the estate and the IRS was worth $80 million in estate tax. After a petition was filed in Tax Court, the case moved to IRS Appeals where, after nearly two years, the IRS agreed to give up $70 million of the tax. Successfully represented the co-executors of a $23 million estate in a contested probate proceeding involving, inter alia, claims of fraud and undue influence. Settled multimillion-dollar claims brought against co-trustees by a co-trustee and beneficiary of an inter vivos trust for self-dealing and breach of fiduciary duty arising out of the valuation and distribution of assets held by family-owned and family-controlled limited liability partnerships. Charitable Giving and Tax-Exempt Organizations Represented the National Institute for People with Disabilities, Inc., a §501(c)(3) provider of healthcare, social services and job training to individuals with intellectual and developmental disabilities, in the acquisition of all of the assets and programs of Easter Seals New York, the New York affiliate of Easter Seals Inc. Represented The Garden of Dreams Foundation (GDF), the charity sponsored by Madison Square Garden, LP in connection with a multimillion-dollar nationwide promotional campaign with Lexus of North America wherein the proceeds from the sale of the 2015 Lexus RX Hybrid SUV through April 2015 were donated to GDF. Provided continued representation to the trustees of the charitable trusts of the late Margaret Cargill, formerly the largest individual shareholder of Cargill, Inc. We negotiated and executed agreements to monetize the trusts’ holdings in The Mosaic Company, which were received as part of complex corporate transactions with Cargill, Inc., and which will result in an estimated $7 billion to carry out Ms.

Cargill’s charitable legacy through one of the nation’s largest charitable foundations. 30 . Throughout 2014, Loeb & Loeb represented private clients in their charitable giving and philanthropic endeavors, and advised the full spectrum of taxexempt organizations on a variety of legal and business matters. Over the past year, our team represented charitable donors who made gifts or promised gifts in excess of $200 million. We also represented private foundations and public charities in complex transactions involving planning to avoid unrelated business income taxation, excess benefit transactions and excise taxes. We counseled charitable, religious and other tax-exempt entities on issues ranging from executive compensation and governance to the structuring and execution of creative revenue-generating strategies such as corporate sponsorships, cause-related marketing, and integrations involving both for-profit and not-forprofit organizations. Our attorneys also handled complex tax audits and appeals for exempt organizations, and resolved disputes surrounding charitable gifts. 31 . REAL ESTATE Acquisitions, Sales and Joint Ventures Represented BNY Mellon in the $585 million sale of its One Wall Street headquarters office building to a joint venture led by Macklowe Properties. Represented a real estate company in the $255 million sale of an office building at 555 Broadway in Manhattan’s SoHo neighborhood to a leading children’s book publisher. Represented Ocean West Capital Partners, a real estate investment, operations and management company, in a $100 million joint venture and acquisition in Southern California. Represented the sponsorship group in a $100 million joint venture for the acquisition and renovation of the Figueroa Hotel, a premier downtown Los Angeles hotel near L.A. LIVE and the Staples Center. Represented the purchaser of a $70 million Upper East Side Madison Avenue building in Manhattan for future occupancy by an international luxury jeweler. Financings Represented Aareal Capital Corporation in connection with approximately $900 million in mortgage loan originations and restructurings in 2014, including as the senior lender in a $275 million loan for the construction of the new Waldorf Astoria Beverly Hills and the refinancing of the Beverly Hilton. Represented National Cooperative Bank, N.A. (formerly known as NCB, FSB) and its affiliates in connection with six issuances of commercial mortgage-backed securities in 2014 in which the bank sold in excess of $300 million in mortgage loans and acted as a sponsor, master servicer and special servicer. We also represented the bank in closing more than 100 real estate mortgage loans, in the sale of over $85 million in mortgage loans to Fannie Mae and in numerous loan servicing matters. Represented the agent and lead lender in a $250 million leasehold mortgage loan for the construction of the platform on the Eastern Rail Yards portion of Related Companies’ Hudson Yards project in New York City. 32 .

Represented a major U.S. lender in connection with two real estate financing deals, including a $53 million term loan to a vineyard and wine company secured by real estate in Napa County, California, and a $50 million term loan to a real estate fund secured by a commercial office building in Stamford, Connecticut. As New York City’s skyline undergoes major changes, Loeb & Loeb real estate attorneys are at the forefront of projects that continue to shape the city’s transformation. Represented a major financial institution in connection with a $170 million credit facility for acquisition of a leasehold for a nationally landmarked property, and subsequent construction financing for the development of such property. In Midtown Manhattan, adjacent to one of the city’s most iconic landmarks, Grand Central Terminal, SL Green Realty Corp.’s proposed new skyscraper known as One Vanderbilt is poised to transform the area’s commercial district. Loeb & Loeb represented TD Bank US Holding Company in connection with multiple transactions related to development of the 1.6-million-square-foot tower. These included agreements to terminate the bank’s existing office and retail branch leases at 317 Madison Ave.

(the site where One Vanderbilt will be built), thus permitting the future demolition of that building; the negotiation of a new lease for approximately 200,000 square feet of office space and a retail branch lease at One Vanderbilt; leases for office and retail space at SL Green’s building located at 125 Park Ave.; and multiple years of advertising time on an electronic billboard owned by SL Green located in the Times Square area. Represented a lender in connection with an $80 million construction loan for a hotel in Manhattan. Represented a financial institution in connection with a $110 million syndicated mortgage loan on a 245,000-square-foot office building in Washington, D.C. Represented an educational not-for-profit entity in the $70 million mortgage refinancing of its property on the West Side of Manhattan. Commercial Leasing Tenant Representation Represented BNY Mellon in a 350,000-square-foot, 20-year lease for its new world headquarters at 225 Liberty St. in the Brookfield Place complex in Lower Manhattan. Represented JPMorgan Chase Bank in the lease of approximately 123,000 square feet of office space at 5 Manhattan West, located at 450 W. 33rd St.

in New York City. Represented Neuberger Berman Group LLC in leasing approximately 400,000 square feet for its headquarters at 1290 Avenue of the Americas in New York City. Represented Thomson Reuters in a 250,000-squarefoot lease of office space from Citibank in Ann Arbor, Michigan. Represented Toyota Motor Sales, U.S.A., Inc. in its net lease of the entire building at 412 W. 14th St.

in the Meatpacking District of New York City for use by Intersect by Lexus, a restaurant, café, library lounge/ bar and vehicle display area where visitors can experience the Lexus brand without getting behind the steering wheel. 33 . Represented True Religion Brand Jeans in the lease and construction build-out of its new headquarters building in Manhattan Beach, California, consisting of approximately 72,000 rentable square feet. Landlord Counsel Represented Brookfield Office Properties in the lease of 700,000 square feet of office, auditorium and studio space to Time Inc. for the company’s new headquarters located at 225 Liberty St. in New York City. Represented 450 Partners LLC, an affiliate of Brookfield Office Properties, as landlord in a lease of approximately 227,000 rentable square feet of office space at 5 Manhattan West, located at 450 W. 33rd St. in New York City, to R/GA Media Group, Inc. Represented RFR Realty LLC in a lease of 135,000 square feet of office space to Grant Thornton, LLP at 757 Third Ave.

in New York City. We also represented RFR in an extension and expansion of a lease of approximately 98,000 rentable square feet to IPsoft, at 17 State St. in New York City. Represented Trinity Real Estate in the lease of approximately 100,000 square feet of office space to the Web-based publishing group Squarespace, Inc., and in the renewal of a lease of 63,000 square feet to Workman Publishing Company at 225 Varick St.

in New York City. Represented 1114 6th Avenue Owner, LLC, an affiliate of Brookfield Office Properties, in the renewal of a lease of 98,000 square feet of office space at the Grace Building, located at 1114 Avenue of the Americas in New York City, to the Interpublic Group. Represented Eastgate Realty in the lease of approximately 90,000 square feet of office space at 875 Third Ave. in New York City to Troutman Sanders. Represented Starwood Hotels & Resorts Worldwide, Inc. in connection with multiple restaurant leases in the W New York–Times Square, including leases to Blue Fin and Dos Caminos. 34 .

Loeb & Loeb serves as legal counsel behind many of Southern California’s most significant real estate developments, particularly in the booming mixeduse and residential markets of downtown Los Angeles. In 2014, we continued to steer the reimagining of the venerable City Market of Los Angeles, processing a change to the city’s general plan and zoning code to allow for development of the 2-million-square-foot mixed-use project in the area’s Fashion District. Also in downtown Los Angeles, our team assisted Greenland USA with regard to certain entitlements for its iconic Metropolis mixed-use project that will serve as the new gateway to downtown when completed. On behalf of the Los Angeles County Metropolitan Transportation Authority, we negotiated, drafted and executed various joint development agreements and ground leases for transit-oriented mixed-use development projects. We also represented some of Southern California’s leading educational institutions, including Claremont McKenna College, Claremont Graduate University and the Claremont University Consortium, in land use, entitlement and real estate matters. In addition, we have worked to defend our clients’ entitlements against challenges in court, including a challenge to the entitlement of a large medical office building brought under the California Environmental Quality Act and a challenge to a private school for underserved children. 35 . MAKING A DIFFERENCE Throughout 2014, Loeb & Loeb remained committed to making a difference in our communities, supporting a wide range of underserved and under-resourced populations; donating our time and experience to causes we believe in; and working to foster and sustain an inclusive culture and environment within our firm and within the legal profession. Diversity and Inclusion Building on the firm’s partnership with leadership and inclusion expert Dr. Arin Reeves, we hosted multiple continuing education events for attorneys and clients on diversity-related topics, and instituted internal training and professional development programs in collaboration with the firm’s women and minority affinity groups. We also organized quarterly social and educational gatherings for all attorneys and professional staff to recognize and celebrate the heritage and background of diverse groups whose contributions have enriched our nation’s character. Loeb & Loeb was proud to underwrite a diversity scholarship through the California Bar Association in 2014, which was presented to a promising first-year law student from a community underrepresented in the California Bar. We also continued our partnership with and sponsorship of numerous organizations dedicated to diversity in the legal profession and business community, participating in networking receptions, career development events, charitable benefits and other initiatives designed to facilitate mentoring, encourage professional growth, and help recruit and retain diverse attorneys and professionals. We are proud of Loeb & Loeb’s women and minority attorneys who have served in leadership positions within the firm and in professional, civic and philanthropic organizations over the past year, and we continue to explore new ways to support and promote our outstanding professionals from diverse backgrounds. 36 .

Pro Bono Partnered with the Alliance for Children’s Rights in connection with the 2014 National Adoption Day to successfully represent three sets of adoptive parents in the completion of their adoptions of children in foster care. In total, seven children were adopted by Loeb & Loeb’s clients. Provided continued counsel to Green America, a not-for-profit organization that promotes ethical consumerism and sustainability. Our representation of Green America in 2014 included resolution of a dispute with one of its partners, avoiding costly litigation and exposure for damages, as well as advice in connection with strategic partnerships and initiatives. Provided continued support and legal counsel to Hudson Link for Higher Education in Prison, a not-for-profit organization that offers college education, life skills and re-entry support to incarcerated men and women. Our attorneys offer executive and board leadership, assist with varied legal matters, and provide coaching/mentoring support. Provided ongoing pro bono services to a number of other organizations for which our partners also serve on the board of directors, including Lawyers For Children, which has established a national model for representation of children in the foster care system; New Dramatists, the leading playwright development organization; and the Canavan Foundation, which has spearheaded education and testing concerning Jewish genetic diseases. Worked in conjunction with Public Counsel’s Immigrants’ Rights Project to provide legal representation to a number of individuals seeking asylum in the U.S., helping these clients navigate a complex legal process to avoid deportation and the threat of violence or death in their native countries.

Our team achieved a significant victory on behalf of a client from Mexico who was shot nine times after reporting gang violence to the Mexican police. We secured a grant of asylum for the client and her child based on their credible fear of further violence if they were to return to Mexico. We are also providing representation to eight unaccompanied minors fleeing persecution and torture in Honduras and El Salvador, as well as to other asylum-seekers from South America, Kazakhstan and the Philippines. Provided ongoing representation as outside general counsel for Team Turnaround, which is collaborating with the U.S. Department of Education and the My Brother’s Keeper initiative to partner athletes and professional sports teams with schools in their communities. Provided pro bono legal counsel through the firm’s Veterans Assistance Project to U.S.

military veterans seeking disability benefits from the U.S. Department of Veterans Affairs (VA). In 2014, we achieved a heartwarming victory on behalf of a World War II Purple Heart recipient who was able to successfully raise his disability rating from 30 percent to 100 percent, securing a substantial increase in benefits from the VA. 37 . U.S. News & World Report – Best Lawyers ® 2015 “Law Firm of the Year” in Entertainment Law – Music 52 Best Lawyers ® 40 “Best Law Firms” Practice Rankings National Tier-1 Practice Rankings: Advertising I Motion Pictures & Television Music I Technology Trademark I Trusts & Estates AWARDS, RECOGNITIONS AND RANKINGS Chambers USA 2014 42 Attorney Rankings – 9 Practice Rankings Band 1 Practice Rankings: Advertising: Transactional & Regulatory Media & Entertainment: Transactional & Litigation Loeb & Loeb practices and attorneys were recognized in 2014 as among the best in the U.S. and around the world by leading legal directories and trade journals, industry publications and bar associations. We were The Legal 500 United States 2014 honored to receive these accolades, which reflect our commitment to our clients and to delivering the highest quality of legal services. 31 Recommended Attorneys 8 Recommended Practices Top Tier Practice Recommendations: Copyright I Marketing and Advertising Middle-Market Mergers and Acquisitions Managing Intellectual Property 2014 IP Stars 13 Recommended Attorneys 38 National and Regional Practice Rankings: Copyright I Trademark Contentious Trademark Prosecution I Patent Contentious .

U.S. NEWS & WORLD REPORT AMERICA’S LEADING LAWYERS FOR BUSINESS Excellence in Legal Practice Award TOP WOMEN SUPER LAWYERS CHAMBERS MANAGING ARD SW HO’S WHO TOP ENTERTAINMENT LAWYERS TOP IP LITIGATORS LAWYERS GLOBAL INTELLECTUAL PROPERTY CHICAGO DAILY LAW BULLETIN NEW The Best Lawyers in America ® 500 LL UBBE ALE-H MARTIND RISING STARS – YOUNG NY LAWYERS MAKING THEIR MARK LEGAL IP STARS NEW YORK LAW JOURNAL YORK THE BAR LEGAL STATE ASSOCIATION Outstanding Young Lawyer Award  AV PRE EMIN VARIETY HOLLYWOOD LAW360 DEALMAKERS IMPACT REPORT I MUSIC CITY IMPACT REPORT HOLLYWOOD’S NEW LEADERS I POWER TOP OF WOMEN I LEGAL IMPACT REPORT AW ITY ENT WO IN MUSIC C M EN 20 Best Law Firms Journal 40 REPORTER Daily Nashville Business Journal UNDER TOP DEVELOPMENT LAWYERS ® 40 ILLINOIS ATTORNEYS UNDER FORTY TO WATCH INTERNATIONAL ALTERNATIVE INVESTMENT REVIEW CHAMBERS USA POWER LAWYERS MVP OF THE YEAR RISING STARS SELECTED 2014 ACCOLADES 39 . PROMOTIONS AND WELCOMES Promotions and Welcomes We congratulate the following attorneys who have been promoted to partnership within the firm: Bankruptcy, Restructuring and Creditors’ Rights Daniel B. Besikof, New York Entertainment and Media Tiffany A. Dunn, Nashville Denise M. Stevens, Nashville Capital Markets David J.

Levine, New York Finance Anthony Pirraglia, New York Corporate Steven E. Hurdle, Jr., Los Angeles Real Estate Nichole D. Cortese, New York We welcomed the following partners, senior counsel and management to the firm in 2014: Corporate Scott S.

Liebman, Partner, New York Nancy S. Jacobson, Senior Counsel, Chicago Entertainment and Media Carol M. Kaplan, Partner, New York Robert M.

Wise, Partner, Washington, D.C. Michael Z. Maizner, Senior Counsel, New York Patent Litigation and Counseling Terry Garnett, Partner, Los Angeles David Newman, Senior Counsel, Chicago Andrew R. Smith, Senior Counsel, Chicago Arthur T.

Yuan, Senior Counsel, Chicago Real Estate Adam I. Knowlton, Senior Counsel, Los Angeles Senior Management Christa M. Crane, Chief Client Development and Marketing Officer 40 .

Firm Management Chairman Michael D. Beck Deputy Chairmen Kenneth R. Florin Mickey Mayerson Chairman Emeritus John T. Frankenheimer Senior Management Alan B.

Cutler, Chief Operating Officer Scott Cotie, Chief Financial Officer Christa M. Crane, Chief Client Development and Marketing Officer Patti O’Hara, Chief Information Officer Constance Sheehan, Chief Administrative Officer Practice Management Advanced Media and Technology Kenneth R. Florin, Co-Chair James D.

Taylor, Co-Chair Litigation Daniel G. Murphy, Chair Christian D. Carbone, Deputy Chair Bankruptcy, Restructuring and Creditors’ Rights Walter H.

Curchack, Chair Patent Litigation and Counseling Mark E. Waddell, Chair Capital Markets and Corporate Mitchell S. Nussbaum, Co-Chair Paul W.

A. Severin, Co-Chair Arash Khalili, Deputy Chair Lloyd L. Rothenberg, Deputy Chair Employment and Labor Michelle La Mar, Chair Entertainment and Media Craig A.

Emanuel, Chair Finance Bryan G. Petkanics, Chair Real Estate Raymond A. Sanseverino, Chair Trusts and Estates Leah M.

Bishop, Co-Chair Bruce J. Wexler, Co-Chair . Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com .

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