Thomas H. Lee Equity Fund V, L.P. et al v. Mayer, Brown, Rowe & Maw L.L.P.

Filing 39

Attachment 6
DECLARATION of Seth Goodchild in Opposition re: 22 MOTION to Dismiss Complaint., 19 MOTION to Dismiss the Complaint with prejudice pursuant to Federal Rule of Civil Procedure 12(b)(6).. Document filed by Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Equity (Cayman) Fund V, L.P.. (Attachments: # 1 Exhibit A# 2 Exhibit 1# 3 Exhibit 2# 4 Exhibit 3# 5 Exhibit 4# 6 Exhibit 5# 7 Exhibit 6)(Danilow, Greg)

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Case 1:07-cv-06767-GEL Document 39-7 Filed 11/09/2007 Page 1 of 7 Exhibit 5 e 1 Mayer Brown - Mayere 1:07-cv-06767-GEL Partner in U .S . 39-7 -Filed partner promotions part of 43 a . . . Page 1 of 6 Cas Brown Promotes 27 to Document Offices U .S . 11/09/2007 Page 2 of 7 Horne I Contact I Pro Bono I Diversity -S&F LAWYERS I OFFICES I NEWS I DATIONS I EL A Mayer Brown Promotes 27 to Partner in U .S . Offices - U .S . partner promotions part of 43 appointments worldwide - Archive F In The New s 1 Press Release s Related Lawyers Bacchiocchi, Gianluca G . Barrage, Rafic H . Biskamp, Mark S . October 29, 2007 - Mayer Brown LLP, a leading international law firm, announced the promotion of 27 new partners in the U .S . as part of 43 promotions worldwide . The appointments take effect on January 1, 2008 . "The promotions recognize the exceptional work and client service of these attorneys, and underscore the firm's continued growth and global success," said James D . Holzhauer, chairman of Mayer Brown . "We are confident that the new members of our partnership will continue to make invaluable contributions to both our clients and the firm . " "The partners and I congratulate each of our colleagues on this outstanding career achievement," commented Kenneth S . Geller, vice chairman of the firm . "The xceptional ability and dedication they demonstrated to earn their new position will serve them well throughout their legal careers . " The partner promotions in the U .S . are as follows : CHICAG O Gianluca Bacchiocchi, Financ e Bogo-Ernst, Debr a De, Rajesh Desharnais, Kevin Fabian, Christian W, Gonzalez, Ricardo M . Kane, Stephen J . Kugler, Andrew T . Labat, Germain D . Luber, Zachary A . Lynch, Jamison E . Mann, William M . Mascia, Michael C . Mr . Bacchiocchi represents issuers, underwriters and swap counterparties in public and private issuances of asset-backed securities, principally backed by either mortgage, construction loan or equipment contract receivables . He also represents underwriters in private issuances of future-flow backed securities and project bond financings, and lenders in international debt restructurings and general secured and unsecured lending arrangements . Mr . Bacchiocchi received his J .D . from New York University School of Law in 1998 . Debra Bogo - Ernst, Litigatio n Noll, Lauren R . O'Keefe, Lisa Parkinson, James T . Pershkow, Amy Ward Reuling, Nicole M . Richbourg, Luke Ruback, Gregory D . Ms . Bogo-Ernst has represented both national and multi-national corporations in complex litigation, including such matters as product liability litigation, class action litigation, consumer fraud, litigation related to direct-to-consumer advertising and marketing of prescription drugs, qui tam litigation, contract disputes, insurance disputes, Equal Credit Opportunity Act claims, Truth-In-Lending Act claims, noncompetition litigation and preferred agent claims . She joined the firm in 2000 after graduating magna cum laude from the University of Illinois College of Law . Kevin Desharnais, Environmenta l Scott, Sean T. Seliga, Joseph Trauman, Brian P . Wheeler, Reb D . Tauber, Andrew Mr . Desharnais specializes in environmental law covering all media, including air, land, water, wetlands and noise matters . He is also experienced in the negotiating and drafting of environmental provisions in corporate and real estate transactions, including mergers, stock purchases, securitizations, debt offerings and credit transactions . Mr. Desharnais graduated from Pace Law School in 1992 with an Environmental Law Certificate . Christian Fabian, Corporat e Mr . Fabian specializes in mergers, acquisitions and securities law matters . His corporate practice includes representing purchasers and sellers of domestic and international businesses in public and private mergers, tender offers and other h ttp ://www .mayerbrown .com/news/article .asp?id=3871&nid= 5 1/9/2007 1 Mayer Brown - Mayer Brown Promotes 27 to Partner in U .S .39-7 -Filed. 11/09/2007 Page 3 of 43 a.. . Page 2 of 6 Case 1:07-cv-06767-GEL Document Offices U .S partner promotions part of 7 business combinations and representing public and private companies in joint ventures, corporate governance matters and securities law compliance . Mr. Fabian also represents issuers and underwriters in public offerings of equity and debt securities, as well as issuers and initial purchasers in Rule 144A transactions, including high yield debt and convertible debt . He has worked with clients in a several industries, including telecommunications, automotive, healthcare and technology . Mr. Fabian is a graduate of the University of Detroit Mercy School of Law . Stephen Kane, Litigati on As a member of Mayer Brown's Supreme Court and Appellate Practice Group, Steve has written numerous briefs in the United States Supreme Court and in the lower federal and state appellate courts . He has argued appeals before the United States Courts of Appeals for the Seventh and D .C . Circuits as well as the Illinois Appellate Court . Mr . Kane also has a great deal of expertise in the trial courts, where he focuses on brief-writing and counseling clients on case strategy . His areas of expertise include class actions, consumer fraud, employment discrimination, products liability, and securities fraud . Mr . Kane graduated magna cum laude from Georgetown University Law Center, where he was elected to the Order of the Coif and served as an editor of the Georgetown Law Journal . Following graduation, he clerked for Judge Frank J . Magill of the United States Court of Appeals for the Eighth Circuit . Zachary Luber, Corporate Mr . Luber graduated from Northwestern University School of Law cum laude and joined Mayer Brown in 2000, where he specializes in stock and asset acquisitions and sales, mergers and tender offers, venture capital and private equity investments, corporate governance matters and general corporate representation . He has represented publicly traded and privately held clients in a variety of industries . Jamison Lynch, Intellectual Property Mr. Lynch's practice is concentrated on pharmaceutical patent matters with particular emphasis on litigation, counseling and portfolio management under the HatchWaxman Act . He has participated in numerous Hatch-Waxman patent litigations and client counseling matters for a diverse range of drug products including antibiotics, anti-depressants, proton-pump inhibitors, muscle relaxants and hormone replacement therapy . Additionally, he has advised clients on patent portfolio matters such as life cycle management and portfolio review associated with the purchase or license of patent rights . Mr . Lynch graduated from the University of Wisconsin Law School, cum laude, in 1998 . Lauren Frank Noll, Litigatio n Ms . Noll's expertise is in complex commercial and class action litigation involving breach of contract, fraud, breach of fiduciary duty, accountant malpractice, business torts, telecommunications and securities laws . She is also experienced in all aspects of civil litigation, including dispositive motions, discovery issues and depositions . Ms . Noll has written numerous briefs in the federal and state appellate courts and argued before the United States Court of Appeals for the Seventh Circuit . She graduated from the University of Illinois College of Law, magna cum laude, in 2000 . Lisa O'Keefe, Real Estat e Ms . O'Keefe primarily represents buyers, sellers, borrowers, lenders, tenants and landlords in connection with the sale, financing and leasing of commercial real estate . She has more than ten years of legal experience and graduated from Loyola Law School in 1991 . Sean Scott, Bankruptcy Mr . Scott specializes in advising individual institutional lenders and lender syndicates in all types of distressed situations, including out-of-court restructurings and in-court bankruptcy proceedings . He also regularly counsels financial institutions in structuring complex debt and securitization transactions . Mr . Scott has represented a variety of corporate and hedge fund clients in successful asset acquisitions from distressed or bankrupt entities . He graduated magna cum laude from the University of Notre Dame Law School in 2000 . h ttp ://www .mayerbrown .com/news/article .asp ? ] d=3871 &nid=5 1 /9/2007 f M Mayer Brown - Mayer e 1:07-cv-06767-GELPartner in U .S . 39-7 - Filed partner promotions part of 43 a . . . Page 3 of 6 Cas Brown Promotes 27 to Document Offices U .S . 11/09/2007 Page 4 of 7 Joseph Seliga, Government & Global Trad e Mr. Seliga specializes in state and local government law, representing public sector and private sector clients in a wide array of transactional, legislative and regulatory matters with particular emphasis on complex government transactions and infrastructure matters . He was integrally involved in Mayer Brown's representation of the City of Chicago on the $1 .83 billion concession and lease of the Chicago Skyway Toll Bridge from the early planning stages of the transaction through closing . Mr . Seliga also advised the Indiana Finance Authority on the $3 .8 billion concession and lease of the Indiana Toll Road and the City of Chicago on the $563 million concession and lease of the over 9,000 space Chicago downtown underground parking garage system . He is currently advising the Northwest Parkway Public Highway Authority with respect to its recently signed $603 million concession and lease transaction related to the Northwest Parkway toll road outside of Denver, Colorado . In addition, he has represented private entities with respect to proposed transactions related to the Illinois Lottery and Indiana Lottery . Mr . Seliga graduated from Northwestern University School of Law, cum laude, in 2000 . CHARLOTT E Michael Mascia, Financ e Mr. Mascia specializes in securitization and other structured financial products, including commercial paper conduit transactions, term securitizations, CDOs, and CLOs . He regularly represents underwriters, conduits, commercial banks, issuers and other finance companies in the securitization of private equity capital commitments, student loans, auto loans and leases, middle market corporate loans, trade receivables, intellectual property receivables, equipment leases, residential mortgages, and other esoteric assets ; and underwriters, issuers and collateral managers in corporate CLOs . Mr . Mascia graduated from the University of North Carolina Law School in 1998 . Gregory Ruback, Charlott e r. Ruback specializes in general leveraged lending transactions, and has additional experience in structured finance matters . He represents lead banks and agents in bilateral and syndicated acquisition and working capital financings . Mr . Ruback has significant experience with senior secured credit facilities, first and second lien facilities, bridge (and takeout) facilities, mezzanine financings and asset based loan acilities . His experience includes transactions involving loan parties and/or collateral located in foreign jurisdictions, including the United Kingdom, Germany, the Netherlands, Canada, Mexico, the Dominican Republic, Costa Rica, Japan and Taiwan . Mr . Ruback's structured finance experience includes representation of financial institutions in synthetic, leveraged and cross-border leasing transactions and collateral debt obligation financings . Mr . Ruback is a 1999 graduate of Fordham University School of Law . HOUSTO N Mark Biskamp, Real Estat e r . Biskamp practices in the areas of real estate, finance, and business law . His real estate practice includes acquisitions, sales, leasing, development, and financing of income producing properties nationally and internationally ; representation of developers, pension funds, and other institutional investors ; and corporate real estate services involving acquisitions, sales, and construction of plant and facilities . Mr. Biskamp's finance practice includes the national representation of banks and other financial services companies in construction, mezzanine, and permanent financing . His business practice includes assisting companies with joint ventures, day-to-day business transactions, and general operational matters . Mr . Biskamp graduated from Southern Methodist University Dedman School of Law in 1982 . LOS ANGELE S Ricardo Gonzalez, Corporate ,-ittp ://w ww .mayerbrown .com/news/article .asp?ld=3871&nid= 5 11/9/2007 M 1 Mayer Brown - MayereBrown Promotes 27 to Partner in U .S . 39-7 -Filed partner promotions part of 43 a... Page 4 of 6 Cas 1:07-cv-06767-GEL Document Offices U .S . 11/09/2007 Page 5 of 7 Mr . Gonzalez represents issuers and underwriters in connection with public and private offerings of debt, equity, convertible and hybrid securities by U .S ., European (particularly Spanish), Latin American and Asian issuers . His practice has particular emphasis on cross-border securities offerings and M&A transactions . Prior to joining Mayer Brown's Los Angeles office, Mr . Gonzalez practiced in the New York, London, Hong Kong and Madrid offices of another leading international law firm . He also regularly advises clients on 1934 Act reporting, corporate governance and other general corporate matters . Mr . Gonzalez graduated from the New York University School of Law in 1998 . Andrew Kugler, Government & Global Trade r. Kugler specializes in representing clients before federal, state and local governments and agencies . His expertise includes ballot initiatives, legislative strategies, public information campaigns, government investigations, campaign finance laws, and nonprofit advice . Mr. Kugler has testified before state legislatures and regulatory bodies, advised companies seeking to procure government contracts and licenses, and successfully defended a government entity in ballot measure litigation . He graduated from Columbia University Law School in 1997 . Germain Labat, Litigatio n Mr . Labat advises and represents parties in civil litigation including jury and bench trials before federal and state courts, and in arbitrations, in matters involving complex commercial, business and securities litigation . He graduated cum laude from Boston College Law School in 1999 . NEW YOR K Luke Richbourg, Financ e Mr . Richbourg's practice focuses on debt and equity securities, private equity, corporate finance and project finance transactions . Mr . Richbourg is fluent in Spanish and Portuguese and specializes in on transactions in the United States and Latin America, particularly Brazil and the Caribbean . Mr. Richbourg has wide experience with private placements and off-shore offerings of securities, including high yield bonds, and medium term notes . He has represented banks, borrowers and private equity sponsors in a variety of finance and restructuring transactions, including recent matters in Argentina, Brazil, Mexico, Peru and Spain . Mr . Richbourg is a graduate of Cornell Law School, where he served as Managing Editor of the Cornell Law Review . Brian Trauman, Tax Controversy Mr. Trauman concentrates in the area of tax controversies, with emphasis on transfer pricing and related international tax matters . He represents clients at all stages of the controversy process, including domestic and foreign audits and administrative appeals, competent authority and APA negotiations, alternative dispute resolution proceedings and, where necessary, in the federal court system . Clients include large multinational companies, with particular emphasis on the automotive industry . Before joining Mayer Brown in 2002, he was a law clerk to U .S . Tax Court Judge L . Paige Marvel . Mr . Trauman graduated from the University of Florida, Levin College of Law in 1999 with honors, and from New York University School of Law with an L .L .M . in Taxation in 2000 . Reb Wheeler, Corporat e Mr . Wheeler represents U .S . and international companies and investors in connection with a wide range of transactions and other matters . His transactional experience includes mergers, stock and asset acquisitions and divestitures, leveraged buyouts, joint ventures, licensing arrangements, restructurings, venture and later-stage equity financings and debt securities offerings . Mr . Wheeler graduated from the George Washington University Law School in 1999 . WASHINGTON, D .C . Rafic Barrage, Tax Transaction s Mr . Barrage specializes in international taxation, tax planning, tax transactions, tax ,,ittp :// w ww .mayerbrown .com/news/article .asp?ld=3871&nid= 5 1/9/2007 1 Mayer Brown - Mayer e 1:07-cv-06767-GELPartner in U .S . 39-7 - Filed partner promotions part of 43 a. . . Page 5 of 6 Cas Brown Promotes 27 to Document Offices U .S . 11/09/2007 Page 6 of 7 controversies and government relations . He graduated from Mercer University, Walte r F . George School of Law in 1998 . Rajesh De, Litigatio n Mr . De focuses on appellate litigation, public policy, and internal corporate investigations . He advises clients on legislative and regulatory matters, and specializes in Congressional oversight and investigations . He has particular expertise in national security matters . Mr. De graduated magna cum laude from Harvard Law School in 1999. William Mann, Litigation Mr . Mann's practice focuses on securities enforcement and regulatory matters, including internal corporate investigations and securities regulatory investigations, examinations and actions . He represents broker-dealers, investment companies, investment advisers, corporations, corporate officers and directors, and other individuals before the U .S . Securities and Exchange Commission, the Department of Justice, securities self-regulatory organizations and state authorities . Mr. Mann also represents clients in litigation, arbitration, criminal grand jury investigations and other white-collar criminal matters involving the securities laws . He graduated from the University of Virginia School of Law in 1999 . James Parkinson, Litigatio n Mr . Parkinson litigates criminal defense matters for corporations and individual defendants . He conducts corporate internal investigations and provides compliance counseling associated with these investigations . Mr. Parkinson focuses on the Foreign Corrupt Practices Act (FCPA) enforcement defense and compliance counseling, business and environmental crimes . He graduated magna cum laude from American University - Washington College of law in 1999 . Amy Pershkow, Financial Service s Ms . Pershkow's practice focuses on investment companies, investment advisers and financial institutions . She assists clients with a wide variety of investment management matters, including : the formation, registration, ongoing operation, compliance and reorganization of investment companies and investment advisers ; preparation of exemptive applications, "no-action" letters, registration statements and forms, proxy statements, compliance procedures, corporate documents and other regulatory and business filings and documents . Ms. Pershkow is a 1999 graduate of The Catholic University of America, Columbus School of Law . Nicole Reuling, Tax Controvers y Ms . Reuling represents clients in administrative proceedings and litigation in complex tax matters . Before joining Mayer Brown, Ms . Reuling was a Trial Attorney with the Tax Division, U .S . Department of Justice . She was the second chair on one of the Tax Division's most prominent cases in recent years, Long-Term Capital Holdings v . United States . She was also a member of the trial team of Dow Chemical Co . & Subsidiaries v . United States . In addition, she was involved in multiple trials and many more cases that were resolved on dispositive motions or through settlement . At Mayer Brown, she is a member of the trial team for Consolidated Edison Co . of New York v . United States, currently pending in the Court of Federal Claims . Ms. Reuling focuses on complex tax matters with the potential to be litigated . She also represents third parties in responding to subpoenas issued by the Tax Division . Ms . Reuling graduated from Harvard Law School in 2000 . Andrew Tauber, Litigation Mr . Tauber focuses on appellate litigation . He represents clients in matters involving defamation, product liability, federal preemption, and attorney-client privilege, as well as a wide variety of other issues . Mr. Tauber, together with several colleagues, represented the petitioners in Fernandez-Vargas v. Gonzales, 126 S . Ct . 2422 (2006), and Penry v. Johnson, 532 U .S . 782 (2001) . Mr . Tauber is a co-author of the upcoming treatise, Mayer Brown on Federal Appellate Practice . He has a Ph .D . from M .I .T ., and graduated from Yale Law School in 1999 . Mayer Brown LLP is among the largest law firms in the world with more than 1,500 lawyers in seven U.S. cities (Charlotte, Chicago, Houston, Los Angeles, New York , ittp :// www .mayerbrown .com/news/article .asp?id=3871&nid= 5 1 /9/2007 1 Mayer Brown - Mayere 1:07-cv-06767-GEL Partner in U .S . 39-7 - Filed partner promotions part of 43 a . . . Page 6 of 6 Cas Brown Promotes 27 to Document Offices U .S . 11/09/2007 Page 7 of 7 Palo Alto and Washington), six European cities (Berlin, Brussels, Cologne, Frankfurt , London and Paris) and Hong Kong . Additionally, Mayer Brown is currently in the process of establishing its first South American office in Sao Paulo, Brazil . 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