In Re: Methyl Tertiary Butyl Ether ("MTBE") Products Liability Litigation

Filing 4405

OPINION AND ORDER #106384: For the foregoing reasons, I conclude that the inadvertently produced emails are covered by the attorney-client privilege but the crime fraud exception applies. Accordingly, the Commonwealth need not return these records and may use them in prosecuting this action. (As further set forth in this Opinion) (Signed by Judge Shira A. Scheindlin on 4/4/2016) Filed In Associated Cases: 1:00-cv-01898-SAS-DCF, 1:14-cv-06228-SAS(kl) Modified on 4/14/2016 (ca).

disclosed certain emails in the present litigation that it now asserts are covered by
attorney-client privilege. The Commonwealth asserts variously that the documents
are not privileged, privilege was waived, and that the crime fraud exception
applies. The parties agreed that the Court should conduct an in camera review.
Having now done so, I find that while the documents are privileged, they are
covered by the crime fraud exception.
II.

BACKGROUND
During discovery in the present litigation, LAC produced, “pursuant

to a stipulation and order[,] . . . all of the non-privileged [] documents” in the
possession of the bankruptcy trustee for its former subsidiary Getty Petroleum
Marketing Inc. (“GPMI”).1 Included in this production are certain emails that LAC
claims are covered by the attorney-client privilege.2
The emails are between LAC employees, GPMI employees, and
Michael Lewis who served as the general counsel for both organizations.3 At the

1

LUKOIL Americas Corporation’s Letter in Support of AttorneyClient Privilege (“LAC Letter”) at 5 n.1.
2

See id. Because the parties have entered into a clawback agreement,
plaintiff does not argue waiver as a result of the inadvertent production of allegedly
privileged documents.
3

See id. at 1.
2

time of the emails, GPMI was a wholly owned subsidiary of LAC.4 The emails are
important because the Commonwealth asserts that this Court has jurisdiction over
LAC, inter alia, as a result of piercing GPMI’s corporate veil.5 GPMI entered
bankruptcy in December, 2011 and subsequently dissolved.6
In December, 2008, when the emails were sent, LAC was attempting
to restructure and spin-off GPMI. The Commonwealth alleges that this plan was
an attempt by LAC to fraudulently strip profitable assets from an unprofitable
company. In the emails, an LAC officer emailed Lewis (at Lewis’s “getty.com”
email) to ask why outside counsel’s legal fees – related to “[LUKOIL North
America (‘LNA’)], restructuring and Getty Master Lease negotiations” – are being
paid by LAC and not GPMI. Lewis responded that “[i]f they billed [GPMI], a
purchaser or [bankruptcy] trustee could be privy to our discussions” about
restructuring.7

4

See id.

5

See generally Plaintiff Commonwealth of Pennsylvania’s Opposition
to Defendant LUKOIL Americas Corporation’s Motion to Dismiss for Lack of
Personal Jurisdiction and Failure to State a Claim.
6

See Declaration of Vincent De Laurentis, former President and Chief
Operating Officer of GPMI, in Support of LUKOIL Americas Corporation’s
Motion to Dismiss for Lack of Personal Jurisdiction and Failure to State a Claim
(“De Laurentis Decl.”) ¶ 48.
7

Documents At-Issue (“Emails”) at LUK0064375.
3

Another LAC officer on the email chain suggested that GPMI or LNA
should pay the bill and LAC could reimburse them. Lewis responded that the safer
legal approach for preserving privilege is a complex payment scheme where
“[GPMI] can pay LUKOIL USA (LUSA) per the services agreement, LUSA can
pay LAC for monies owed and LAC can use those funds to satisfy [counsel’s]
restructuring invoices.”8 Lewis concluded, “[t]he reason for all this juggling is that
we want LAC to hold the privilege for all our confidential communications
concerning the restructuring so that we maintain control, regardless of who
ultimately controls [GPMI].”9
A.

LAC’s Purchase of GPMI
To fully understand the Commonwealth’s allegations it is necessary to

explain LAC’s relationship with GPMI. In December, 2000, LAC acquired a
controlling interest in GPMI from Getty Petroleum Corp. (“Getty”).10 Getty
“created and spun off GPMI in order to divest itself of its distribution and
marketing network (retail service stations, terminals, and other operating assets) so

8

Id. at LUK0064374.

9

Id.

10

See De Laurentis Decl. ¶ 15(e).
4

that it could focus exclusively on managing its real estate holdings.”11 Getty, now
known as Getty Realty Corp., rented the land on which the GPMI-owned gas
stations stood in a unitary “Master Lease”12 – which meant “that portfolio of
stations and terminals could not be sold on an individual facility basis or in
pieces.”13
B.

LAC’s Account of GPMI’s Bankruptcy
Vincent De Laurentis, the former President and Chief Operating

Officer of GPMI, tells the story of GPMI’s bankruptcy in his declaration. De
Laurentis avers that in 2005 GPMI’s profitability declined due to a number of
“longer-term market trends” though the immediate impact of Hurricane Katrina
marked the beginning of GPMI’s unprofitability.14 These market trends were
exacerbated by “automatic annual rent escalations” on the gas station properties
contained in the Master Lease.15 The rent gap on these properties would eventually

11

Id. ¶ 10.

12

Id.

13

Id. ¶ 40. It is worth noting that this lease was entered into after LAC
purchased GPMI. “In late 2000, GPMI and Getty . . . entered into a Consolidated,
Amended and Restated Master Lease . . . to reflect LAC’s purchase of GPMI’s
stock.” Id. ¶ 16.
14

Id. ¶ 37.

15

Id. ¶ 38.
5

“exceed[] $20 million annually.”16 In addition, by 2007, GPMI had approximately
$600 million in debt from various projects including the purchase and rebranding
of seven hundred ConocoPhillips gas stations.17 “In order for GPMI to obtain this
financing at the lowest possible interest rate, OAO Lukoil guaranteed the debt.”18
In 2009, GPMI “participated in a series of transactions designed to
raise funds, reduce debt, and strengthen its balance sheet.”19 Among these
transactions are the sales characterized by the Commonwealth as asset stripping.
In particular, GPMI sold its “blending and supply business to an affiliated entity
for $25.4 million.”20 GPMI then sold its “heating oil business and various nonMaster Lease stations” to LNA for “$120 million and the assumption of
approximately $60 million in liabilities.”21 In addition, De Laurentis testified that
LAC contributed approximately $340 million in capital to pay off existing debt,22
although the record indicates the capital originated with OAO Lukoil and was

16

Id.

17

See id. ¶¶ 35, 39.

18

Id. ¶ 39.

19

Id. ¶ 42.

20

Id.

21

Id.

22

Id.
6

passed through LAC.23
The sale to LNA was consummated November, 2009.24 An
investment bank, Houlihan Lokey Howard & Zukin Financial Advisors which was
hired by GPMI, opined that this was a fair price,25 although the record indicates
that this opinion was based on unverified financial information provided by
GPMI.26 The emails at issue occurred nearly a year earlier in December 2008 and
referenced contemplation of this sale, stating “we still owe Houlihan [Lokey]
financial info and will want their opinion to be issued closer to when we sell to
LNA to avoid the opinion becoming stale.”27
After these transactions, De Laurentis says GPMI was “virtually debtfree.”28 Yet, it faced “another potential roadblock to financial health” due to a
23

See Bankruptcy Testimony of Sem Logovinsky, GPMI Director, Ex.
5-b to Declaration of Molly McGinley Han, Counsel to the Commonwealth, in
Support of Plaintiff Commonwealth of Pennsylvania’s Opposition to LUKOIL
Americas Corporation’s Motion to Dismiss (“Han Decl.”), 24:17-18 (“You -- were
you aware of $340 million that GPMI received from OAO LUKOIL in August of
2009?”); LUKOIL Americas Corp. Restructuring Plan, Ex. 10-c to Han Decl.
(“OAO Lukoil equity infusion of $340 million and a $40 million revolver.”).
24

See De Laurentis Decl. ¶ 42.

25

See id.

26

See Houlihan Lokey Opinion, Ex. 10-b to Han Decl., at 2-3.

27

Emails at LUK0064373.

28

De Laurentis Decl. ¶ 43.
7

2006 contract with Bionol Clearfield LLC (“Bionol”) which “obligated GPMI to
purchase substantial volumes of ethanol . . . [for] substantially above-market
prices.”29 In addition, it held the Master Lease gas station portfolio which
prevented unprofitable gas stations from being sold individually.
On February 28, 2011, LAC sold GPMI for one dollar30 to Cambridge
Petroleum Holdings Inc. (“Cambridge”), “an independent third party,” with the
hopes that Cambridge could renegotiate the unfavorable Bionol contract and
Master Lease that bound together GPMI’s remaining gas stations.31 In 2011, an
arbitration panel ordered GPMI to pay Bionol $230 million related to the ethanol
supply contract dispute.32 According to De Laurentis, this drove GPMI into
bankruptcy.
C.

The Commonwealth’s Account of GPMI’s Bankruptcy
The Commonwealth alleges that LAC attempted to “fraudulently strip

GPMI of its valuable assets and steer it into bankruptcy in order to escape

29

Id. ¶ 44.

30

See LAC Financial Projections, Ex. 14-a to Han Decl., at
LUK0011834.
31

De Laurentis Decl. ¶ 46.

32

See id.
8

liabilities, including environmental damage at MTBE contaminated stations.”33
Indeed, this is precisely the claim that the GPMI trustees made in the bankruptcy
complaint against LAC and LNA in an attempt to clawback the assets sold to
LNA.34
The former CEO of Getty Real Estate, David Driscoll, testified at the
GPMI bankruptcy proceedings that the Chairman and CEO of LAC and GPMI,
Vadim Gluzman, explained the GPMI restructuring plan to him. He stated that
Gluzman explained the plan as leverage “to get . . . concessions from [Getty Real
Estate] with respect to reduced rent [for the Master Lease] and relief from his
environmental obligations.”35
Driscoll described the plan communicated to him as one to “remov[e]
the assets from GPMI, then . . . to hold it for one year, which [Gluzman] assured
me that the lawyers were requiring . . . then the intention was to sell GPMI to

33

The Commonwealth of Pennsylvania’s Letter Opposing Assertion of
Attorney-Client Privilege (“Commonwealth Letter”) at 5.
34

See Bankruptcy Complaint, In re GPMI Adversary Proceeding, No.
11-2941, Dkt. No. 1 (Bankr. S.D.N.Y.) ¶ 1 (“Ignoring that GPMI was insolvent at
the time, LAC and LNA entered into a series of corporate transactions in
November 2009 transferring substantially all of GPMI’s properties, subleases and
subsidiaries with value and positive cash flow from GPMI to LNA.”).
35

Transcript of David Driscoll Bankruptcy Testimony (“Driscoll Tr.”),
Ex. 10-d to Han Decl., at 1813:15-17 (emphasis added).
9

anyone they could.”36 An email from Michael Hantman, Vice President and CFO
of GPMI, to Gluzman – sent in January, 2011, one month before LAC sold GPMI
– supports the narrative that LAC sought to strip profitable assets from GPMI.
Hantman wrote, “[a]ttached is data on 95 non master lease sites contained in Getty
portfolio. The analysis indicates that Getty is losing money on these sites which is
precisely the reason they were not originally included in the sale to LNA.”37
Driscoll testified that OAO Lukoil, the ultimate Lukoil family parent
company, planned to hold GPMI for at least a year and that Gluzman told him that
GPMI would remain current on its Master Lease obligations so long as OAO
Lukoil owned GPMI.38 GPMI, which now consisted primarily of the bad Master
Lease portfolio of properties as well as other unprofitable gas stations and the
unfavorable Bionol contract, would be sold for little consideration to someone who
would “take [GPMI] into bankruptcy . . . and attempt[] to challenge the unitary
nature of the Master Lease.”39 The Commonwealth alleges that the reason for LAC
continuing to hold GPMI, and then causing OAO Lukoil to infuse capital into the

36

Id. at 1810:6-13.

37

Hantman Email, Ex. 10-e to Han Decl.

38

See Driscoll Tr. at 1810:14-1811:4.

39

Id. at 1812:5-15.
10

company after removing the assets, was to avoid the power of a bankruptcy trustee
to clawback property transferred within two years of filing for bankruptcy under 11
U.S.C. § 548.40
At the GPMI bankruptcy proceeding, an expert testified that following
the November, 2009 sale of assets to LNA, GPMI was insolvent, although he did
not opine on the state of GPMI prior to the transactions.41 As noted, in February
2011, LAC in fact sold GPMI for one dollar and infused $25 million into GPMI as
a term of the sale as well as agreeing to provide an additional $40 million if certain
contingencies related to the Master Lease and Bionol dispute were met.42 Finally,
on December 29, 2011, GPMI filed for bankruptcy, barely two years after the date
of the asset transfer.
III.

APPLICABLE LAW
Whether the attorney-client privilege applies to these emails involves

three issues: (1) whether New York or Pennsylvania law applies, (2) whether the
communications are covered by the attorney-client privilege, and (3) whether the
40

Section 548 governs “Fraudulent transfers and obligations” and
describes the conditions under which a trustee may clawback transfers that
occurred prior to bankruptcy.
41

See Expert Testimony, Ex. 12-b to the Han Decl., at 35:16-24.

42

See Stock Purchase Agreement, Ex. 9-a to Han Decl; De Laurentis

Decl. ¶ 46.
11

crime fraud exception applies to the communication based on the accusation that
the restructuring was intended to defraud GPMI’s creditors.43
A.

Choice of Law
Under Federal Rules of Evidence 501, “in a civil case, state law

governs privilege regarding a claim or defense for which state law supplies the rule
of decision.” I have previously held, and the parties do not dispute, that
Pennsylvania choice of law rules apply to this case.44 The only dispute is whether
Pennsylvania choice of law rules direct this Court to apply New York or
Pennsylvania privilege law.

43

LAC also argues that discovery of these documents should not be
permitted under Rule 26(b)(1) because they are not relevant or proportional to the
needs of the case. This argument is meritless. “Proportionality focuses on the
marginal utility of the discovery sought.” Vaigasi v. Solow Mgmt. Corp., No. 11
Civ. 5088, 2016 WL 616386, at *14 (S.D.N.Y. Feb. 16, 2016) (citing Zubulake v.
UBS Warburg, LLC, 217 F.R.D. 309, 322-23 (S.D.N.Y. 2003)).
The evidence goes directly to a scheme that demonstrates LAC
domination of GPMI sufficient to justify veil piercing – the Commonwealth’s
defense to LAC’s motion to dismiss. Furthermore, the evidence in the record
related to the GPMI restructuring scheme discusses environmental liabilities facing
GPMI, i.e., MTBE liability. Without veil piercing, LAC would have no liability
nor would the Court have jurisdiction over LAC, making the marginal utility of
such discovery high.
44

See In re MTBE Prods. Liab. Litig., No. 14 Civ. 6228, 2015 WL
1500181 (S.D.N.Y. Mar. 30, 2015) (holding the present suit maintained “its
state-law identity” despite removal to this Court based on a federal defense). See
also Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941) (holding that
federal courts apply the conflicts rules of the forum state).
12

I find that New York law applies. Under Pennsylvania choice of law
rules, a court must conduct an interest analysis. This requires a court to first
“determin[e] whether the laws of the competing states actually differ.”45 “If a true
conflict exists, the Court must then determine which state has the ‘greater interest
in the application of its law.’”46 Here, the parties agree that New York and
Pennsylvania attorney-client privilege law differ.47 The only question is which
state has the greater interest in the application of its law.
In order to determine who has the greater interest, a court must
“‘weigh the contacts on a qualitative scale according to their relation to the policies
and interests underlying the [particular] issue.’”48 “The contacts are relevant only
if they relate to the ‘policies and interests underlying the particular issue before the
court.’”49 Carbis Walker, LLP v. Hill, Barth & King, LLC, a Pennsylvania

45

Ratti v. Wheeling Pittsburgh Steel Corp., 758 A.2d 695, 702 (Pa.
Super. Ct. 2000).
46

Hammersmith v. TIG Ins. Co., 480 F.3d 220, 231 (3d Cir. 2007)
(quoting Ratti, 758 A.2d at 702).
47

See LAC Letter at 2-3; Commonwealth Letter at 2.

48

Hammersmith, 480 F.3d at 231 (quoting Shields v. Consolidated Rail
Corp., 810 F.2d 397, 400 (3d Cir. 1987)).
49

Suchomajcz v. Hummel Chem. Co., Newark, New Jersey, 524 F.2d 19,
23 (3d Cir. 1975) (quoting Griffith v. United Air Lines, Inc., 416 Pa. 1, 21 (1964)).
13

Superior Court case, is directly on point.50 There the court held that the key to the
interest analysis for attorney-client privilege is a “connection between the
communication which the plaintiff sought and the Commonwealth of
Pennsylvania” rather than a connection between the underlying lawsuit and
Pennsylvania.51
New York has the greater interest. Lewis and the two LAC executives
were located in New York, and the legal work they discussed occurred in New
York.52 The communication lacks a “direct and explicit connection” to
Pennsylvania.53 Although the Commonwealth seeks to use the emails as evidence
in the present litigation, a post hoc connection to litigation brought in Pennsylvania
unrelated to the substance of the communication does not implicate the policy
justifying the attorney-client privilege as the interest analysis demands.
B.

Attorney-Client Privilege
Under New York law, attorney-client privilege applies “when the

50

See 930 A.2d 573 (Pa. Super. Ct. 2007).

51

Id. at 581.

52

See LAC Letter at 3 (“Michael Lewis was based [in New York], as
were email recipients Vadim Gluzman and Vincent De Laurentis, and the Akin
Gump attorneys involved in giving the advice for which the fees were incurred.”).
53

Carbis Walker, 930 A.2d at 581.
14

communication is made “for the purpose of facilitating the rendition of legal advice
or services, in the course of a professional relationship. The communication itself
must be primarily or predominantly of a legal character.”54 “‘That nonprivileged
information is included in an otherwise privileged lawyer’s communication to its
client—while influencing whether the document would be protected in whole or
only in part—does not destroy the immunity.’”55
C.

Crime Fraud Exception
In New York the party seeking privileged communications under the

crime fraud exception must demonstrate “a factual basis for a showing of probable
cause to believe that a fraud or crime has been committed and that the
communications in question were in furtherance of the fraud or crime.”56 This
covers “‘a fraudulent scheme, an alleged breach of fiduciary duty or an accusation
of some other wrongful conduct.’”57 Therefore, a court will find the crime fraud

54

Spectrum Sys. Int’l Corp. v. Chemical Bank, 78 N.Y.2d 371, 378

(1991).
55

Vector Capital Corp. v. Ness Techs., Inc., No. 11 Civ. 6259, 2014 WL
171160, at *2 (S.D.N.Y. Jan. 9, 2014) (quoting Spectrum Sys., 78 N.Y.2d at 379).
56

In re New York City Asbestos Litig., 109 A.D.3d 7, 10 (1st Dep’t
2013) (citing United States v. Jacobs, 117 F.3d 82, 87 (2d Cir. 1997)).
57

Id. (quoting Art Capital Group LLC v. Rose, 54 A.D.3d 276, 277 (1st

Dep’t 2008).
15

exception applicable where “‘a prudent person ha[s] a reasonable basis to suspect
the perpetration or attempted perpetration of a . . . fraud.’”58 In addition, “the
moving party must also establish probable cause that the disputed communications
‘were intended in some way to facilitate or to conceal the [fraudulent] activity.’”59
At least two provisions of the New York Debtor and Creditor Law
addressing fraudulent conveyance are relevant to the Commonwealth’s allegations.
First, Section 273 provides:
Every conveyance made and every obligation incurred by
a person who is or will be thereby rendered insolvent is
fraudulent as to creditors without regard to his actual intent
if the conveyance is made or the obligation is incurred
without a fair consideration.60
Second, Section 274 provides:
Every conveyance made without fair consideration when
the person making it is engaged or is about to engage in a
business or transaction for which the property remaining in
his hands after the conveyance is an unreasonably small
capital, is fraudulent as to creditors and as to other persons
who become creditors during the continuance of such

58

Freedman v. Weatherford Int’l Ltd., No. 12 Civ. 2121, 2014 WL
3767034, at *6 (S.D.N.Y. July 25, 2014) (quoting Chevron Corp. v. Donziger, No.
11 Civ. 691, 2013 WL 1087236, at *25 (S.D.N.Y. Mar. 15, 2013)) (brackets in
original).
59

Id. (quoting Jacobs 117 F.3d at 88) (brackets in original).

60

N.Y. Debt. & Cred. Law § 273.
16

business or transaction without regard to his actual intent.61
Therefore, the crux of the crime fraud exception, for the purposes of this opinion,
is probable cause to believe that GPMI did not receive fair consideration in the sale
of its assets.
IV.

DISCUSSION
A.

The Communications Are Privileged62
The communications at issue involved the general counsel of LAC

and GPMI giving legal advice to employees of LAC and GPMI about how best to
protect the attorney-client privilege. Lewis was acting in his role as general
counsel and providing specific advice to his clients on a clear legal issue. The
Commonwealth asserts that the emails are primarily of a business character
because they mention payment to a consultant. It is well established, however, that
“the privilege is not lost merely by reason of the fact that it also refers to certain

61

Id. § 274.

62

The Commonwealth asserts that LAC waived privilege by sharing the
documents with GPMI. See Commonwealth Letter at 5. However, because the
Commonwealth has failed to provide sufficient factual allegations about the
circumstances and nature of that disclosure, the Court is unable to make a
determination about waiver. The Commonwealth does not argue that disclosure in
the present case waived privilege because the parties have entered into a clawback
agreement. See LAC Letter at 5 n.1.
17

nonlegal matters.”63 This is particularly true here where the specific legal advice –
preservation of privilege – related directly to the GPMI restructuring transaction
discussed by Lewis.
B.

The Communications Are Subject to the Crime Fraud Exception
I find sufficient factual support for the allegation that the GPMI

restructuring was a fraudulent scheme to deprive creditors of GPMI’s profitable
assets. The very nature of the asset transfer from GPMI to LNA is suspicious.
LAC transferred all of the GPMI stock to LNA, then GPMI sold its profitable
assets to LNA, and finally LNA transferred all of GPMI’s stock back to LAC.64
This all occurred in seventeen days from November 13, 2009 to November 30,
2009, and LAC does not provide any explanation for the structure of the
transaction.65 An expert testified at the bankruptcy proceedings that GPMI was
insolvent after the asset transfer, contrary to LAC’s assertion that the arbitration
award drove GPMI into bankruptcy.66

63

Rossi v. Blue Cross & Blue Shield of Greater New York, 73 N.Y.2d
588, 594 (1989) (noting that “the nature of a lawyer’s role is such that legal advice
may often include reference to other relevant considerations”).
64

See Board Consent to Stock Transfer, Ex. 7-a to Han Decl.

65

See id.

66

See Expert Testimony at 35.
18

The record is replete with facts that indicate the profitable assets of
GPMI were stripped and then GPMI was sold for the express purpose of taking it
into bankruptcy. Hantman’s email to Gluzman strongly suggests LAC’s intent to
sell only profitable assets to LNA. And while Houlihan Lokey opined that the
consideration received in the sale of assets to LNA was fair, such an opinion was
based entirely on unverified financial data provided by GPMI. Driscoll’s
testimony also suggests LAC’s intent to remove assets from GPMI such that GPMI
would no longer be able to supports its obligations under the Master Lease.
Finally, Driscoll’s testimony about LAC and OAO Lukoil’s plan to support GPMI
just long enough for the two-year clawback period under section 548 to expire,
coupled with the fact that GPMI in fact filed for bankruptcy one month after the
two-year period ended, suggests that the restructuring was intended to defraud
creditors.
LAC argues that the allegations of fraudulent conveyance ignore the
$340 million capital infusion made after the emails were sent. This argument is
unavailing given that these funds originated with OAO Lukoil, and De Laurentis
concedes that OAO Lukoil guaranteed GPMI’s debt, making it responsible for
repayment regardless of whether GPMI entered bankruptcy.
Finally, LAC argues that the legal advice provided by Lewis is not “in

19

Dated:

New York, New York
April 4, 2016

21

- Appearances Liaison Counsel for Plaintiffs:
Robin Greenwald, Esq.
Robert Gordon, Esq.
Weitz & Luxenberg, P.C.
180 Maiden Lane
New York, NY 10038
[phone]
Counsel for the Commonwealth:
Michael Axline, Esq.
Miller, Axline & Sawyer
1050 Fulton Avenue, Suite 100
Sacramento, CA 95825
[phone]
Liaison Counsel for Defendants:
James A. Pardo, Esq.
Lisa A. Gerson, Esq.
McDermott, Will & Emery, LLP
340 Madison Avenue
New York, NY 10017
[phone]
Counsel for LUKOIL Americas Corporation:
James P. Tuite, Esq.
Katherine M. Katchen, Esq.
Matthew A. Scarola, Esq.
Akin Gump Strauss Hauer & Feld LLP
1333 New Hampshire Avenue, N.W.
Washington, DC 20036
[phone]

22