Selected Representations

Selected Litigation Representations

AlliedSignal Inc. (now Honeywell) (proxy and takeover litigation and Third Circuit appeal)

ARCO Chemical Company Directors (class action following sale)

Bally/Midway Company (Pac-Man trademark and copyright infringement)

Bendix Corporation (Martin Marietta Corporation takeover litigation and Fourth Circuit appeal)

Berkey Photo, Inc. (antitrust litigation)

Cox Communications Special Committee (shareholder litigation concerning buyout by controlling stockholder)

Chemical Bank (now JPMorgan Chase & Co.)(major loan disputes)

Chevron Corporation (now ChevronTexaco Corporation) (derivative litigation)

CIGNA Corporation (securities fraud, ERISA class actions and shareholder derivative suit)

Columbia/HCA Healthcare Corp. (securities and derivative litigations)

El Paso Energy Corporation (Federal Trade Commission merger investigation)

Freddie Mac executive (securities fraud, ERISA class actions and shareholder derivative suit)

Gearhart Corporation ("springing warrant" litigation and Fifth Circuit appeal)

Gelco Corporation (class action, arbitrations, SEC inquiry and Eighth Circuit appeal)

Goldman, Sachs & Co. (SEC matters, mergers and acquisitions, depositions)

Grumman (now Northrop Grumman Corporation) ("Flxible" buses suit by New York City)

Humana Inc. (securities fraud class actions, derivative litigation and Sixth Circuit appeal)

InterTAN, Inc. (13D litigation)

Kindred Healthcare, Inc. (securities fraud class action)

Landmark Savings Bank (proxy fight defense)

Lear Siegler Services Inc. (breach of contract, pension dispute)

Lear Siegler Pension Plan (class action by participants)

Loews Cineplex Entertainment Corporation (antitrust and Second Circuit Appeal)

Mattel, Inc. (He-Man copyright infringement and Second Circuit appeal)

Merrill Lynch & Co. (FTC deposition and other litigation)

NYPIRG (New York Public Interest Research Group) (Second Circuit appeals)

Penn-Dixie (antitrust class action)

Physicians Corp. of America (securities fraud class action)

Potlatch Corporation (fiduciary and proxy claims)

Salant Corporation (securities fraud class action)

Salomon Brothers Inc. (securities fraud class action)

Southern Poverty Law Center (Sixth Circuit appeal)

Telewest Communications plc (now Telewest Global Inc.) Bondholders (securities litigation)

Tri-Star (now Loews Cineplex) (letter of credit)

UBS PaineWebber (arbitrations and litigation)

Vencor, Inc. (now Kindred Healthcare) (securities fraud class action)

Warnaco Group, Inc. executives (derivative litigation)

Wasserstein, Perella & Co. (now Dresdner Kleinwort Wasserstein) (takeover and other litigation)

Wheelabrator-Frye Inc. (covenant not to compete)

White Consolidated Industries (Pension Benefit Guarantee Corporation plan termination litigation and Third Circuit appeal)

Selected M&A Representations

AlliedSignal (now Honeywell) in its bid for AMP

BellSouth Corporation in the Cingular Wireless joint venture's acquisition of AT&T Wireless Services, Inc.

Bendix in the Martin Marietta "Pac-Man" takeover battle

Brown-Forman Corporation in its bid for Lenox

Burlington Resources Inc. and Chevron in their responses to stock accumulations by Pennzoil-Quaker State Company

Credit Suisse First Boston Corporation's Special Board Committee in considering a bid for CSFBdirect tracking stock

Charter Medical Corporation's Special Board Committee in considering a bid from its controlling stockholder

Connecticut General Insurance Company in its merger with INA (Insurance Company of North America) into CIGNA

Dunkin' Donuts' Board of Directors in its defense against a takeover raid by Unicorp Canada

Farmers Group, Inc.'s Special Board Committee in reviewing a leveraged buyout alternative to the takeover bid by BATUS Inc.

Gearhart Industries in its defense against a tender offer by Smith International, Inc.

Gelco's Board of Directors in defeating a bid by Coniston Partners, upholding a "poison pill" defense

General Semiconductor, Inc. in its response to an unsolicited bid and merger with Vishay

Getty Oil Co. in its defense to Pennzoil's hostile bid and acquisition by Texaco Corporation

Goldman Sachs, financial adviser to The Limited in its acquisition of publicly-held Intimate Brands Stock

Gotham Partners LP in its proxy contest for control of First Union Real Estate

Gulf States Utilities in its merger with Entergy Corporation

Hobart Corporation in its defense against Canadian Pacific Ltd.

InterTAN in its defense against a raid by Unicorp

Landmark Savings in its proxy fight against the Connelly Group

Lazard Frères & Co., financial adviser to Paramount Pictures in its acquisition by Viacom International Inc.

McGill Manufacturing Co. in its defense against a tender offer by SKF Group and its acquisition by Emerson Electric Company

Merrill Lynch, financial adviser to Norfolk Southern Corporation in its bid for Conrail Corporation and financial adviser to ADT in its defense against a bid by Western Resources and in its acquisition by Tyco International, Ltd.

Northrop Grumman in its proposed merger with Lockheed Corporation (now Lockheed Martin Corporation)

Occidental Petroleum Corporation in its stock tender offer for the Mead Corporation

The Pillsbury Company's investment bankers in defense of Grand Metropolitan plc's tender offer

Potlatch in its defense against a raid by First City Financial

Rio Tinto plc in reviewing a potential acquisition

The Rouse Company in its acquisition by General Growth Properties

SPX Corporation in its bid for Echlin Inc.