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World Report - USA

JUNE 2012

dewey & LeBoeuf LLP files for chapter 11 protection

the troubled international law firm dewey & LeBoeuf LLP has finally filed for protection under chapter 11 of the U.S. Bankruptcy code, in a bid to preserve assets and wind down its business in an orderly manner.

the filing does not anticipate a return to business but instead a managed wind-down of affairs, followed by liquidation.

Stephen J. Horvath, Executive

Partner, commented: "We are proud of the dedication and professionalism that has characterized dewey & LeBoeuf over many years, and we intend to bring the same focus to the unfortunate task of closing out our affairs."

Skadden represents Yahoo! on sale of alibaba stake for $7.1 billion

Skadden is representing Yahoo! Inc. in the sale of its 20% stake in Alibaba Group Holding Limited to Alibaba for approximately $7.1 billion. Skadden partner, Leif King, led the Skadden deal team on this matter.

The first step is the repurchase by Alibaba of up to one-half of Yahoo!’s stake, or approximately 20% of Alibaba’s fully-diluted shares. The purchase price will be based on a valuation of Alibaba to be established through equity financings that Alibaba intends to undertake to finance the transaction, subject to a floor valuation of approximately US$35 billion. The agreement includes


financial incentives for Alibaba to raise the additional equity at a valuation higher than US$35

billion. At the minimum price and assuming the initial repurchase of the full 20% stake, Yahoo! would receive from Alibaba consideration

approximately US$7.1 billion, composed of at least US$6.3 billion in cash proceeds and up to US$800 million in newly-issued Alibaba preferred stock.

“[This] agreement provides clarity for our shareholders on a substantial component of Yahoo!’s value and reaffirms the significance of our relationship with Alibaba,” said Ross Levinsohn, Interim CEO of Yahoo!. “We look forward to continued collaboration with the Alibaba team on business initiatives as we explore joint opportunities for growth and benefit from Alibaba’s future. I want to thank Jack


Ma, Joe Tsai and the Alibaba team, as well as Tim Morse, Michael Callahan and our Yahoo! team for their dedication in achieving this successful outcome.”

“This transaction opens a new chapter in our relationship with Yahoo!,” said Jack Ma, Chairman and Chief Executive Officer of Alibaba Group. “I look forward to working with Ross Levinsohn and the Yahoo! team as Alibaba builds China’s leading e-commerce company. Yahoo!’s global audience reach will provide attractive partnership opportunities for Alibaba to explore markets outside of China. The transaction will establish a balanced ownership structure that enables Alibaba to take our business to the next level as a public company in the future.”

“We look forward to delivering the proceeds of the near-term transaction to our shareholders, and to the further enhancement of value and the additional monetization in the future that

this agreement

enables,” said Timothy R. Morse, Executive Vice President and Chief Financial Officer of Yahoo!.

Winston & Strawn attorneys Secure Victory for

Panasonic corp. in consumer antitrust class action

Winston & Strawn lawyers secured a victory for Panasonic Corporation in a consumer antitrust class action brought by indirect purchasers of secure digital (SD) memory cards, in which purchasers challenged the SD Card patent pool and licensing program. The Honorable Jeffrey S. White, U.S. District Court for the Northern District of California, dismissed the plaintiffs' first amended complaint with prejudice on statute of limitations grounds.

The plaintiffs' complaint mirrored


brought by Samsung Electronics Co. in a related case that has also been dismissed with prejudice. The plaintiffs claimed that Panasonic and co-defendants


Corp. and SanDisk Corp. established a standard for SD memory cards that incorporated technology owned by the three companies, and then required SD Card manufacturers to enter a license agreement with defendant SD-3C LLC — the three companies' jointly owned licensing affiliate — that imposed an "entry fee"

that raised the cost for competitors to enter the market. Plaintiffs claimed that this "entry fee" was then passed on to them in the retail price of SD Cards.

The Court held that the plaintiffs' claims accrued outside of the limitations period because the conduct that allegedly caused permanent cost differentials occurred in the late 1990's and early 2000's, when the SD Card specification was publicly released and SD-3C licensing program began. The Court further held that the limitations period did not

restart whenever

plaintiffs purchased SD Cards at retail, because such a rule would effectively extend the limitations period indefinitely in indirect purchaser actions.

The Winston & Strawn team was led by partners Jeffrey Kessler and Aldo Badini, of counsel Jim Lerner, and associates


Torpey, Ian Papendick, and Diana Hughes. This team recently joined the firm from Dewey & LeBoeuf, where the case originated.

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