Developing New Securities Products

In the securities area, one of the key developments in 2007 was the emergence of trading systems designed to permit issuers to issue common equity in the U.S. private institutional market while providing investors with a degree of liquidity, transparency and disclosure that is consistent with public market standards. S&C advised Goldman Sachs on the development of its GS TrUE (tradable unregistered equity) procedures and on the first offering to use these procedures, a US$ 1.01 billion offering of equity units by Oaktree Capital Management (named “Innovation of the Year” by IFR). We also advised on the GS TrUE aspects of the subsequent US$ 800 million GS TrUE offering of equity units by Apollo Global Management, LLC, and advised Goldman Sachs in connection with the formation of the PORTAL Alliance, an industry-standard facility designed to serve the 144A equity market, which was founded by Goldman Sachs, NASDAQ, Bank of America, Bear Stearns, Citibank, Deutsche Bank, JPMorgan Chase, Morgan Stanley, UBS and others.

In addition to this innovative work, we continued to advise on the new generation of debt-equity hybrid securities for which our Firm has been the leading law firm since the mid-1990s, when we played a central role in the creation of trust preferred securities. Based largely on the strength of our work on hybrid offerings, International Financial Law Review (IFLR) named our Firm “Americas Debt and Equity-linked Team of the Year” for the second consecutive year. In 2007, we participated in approximately 50 offerings of this type (by more than 30 different issuers) with an approximate aggregate value of US$ 60 billion. In 2007, we worked on hybrid offerings by AIG, Australia and New Zealand Banking Group, Barclays Bank, CEMEX, Goldman Sachs, The Hartford Financial Services Group, JPMorgan Chase, Lehman Brothers, Merrill Lynch, Wachovia, Washington Mutual and Wells Fargo.