Overview
Our banking and finance practice is a founding practice of Mayer Brown and, as throughout the 125-year history of the firm, the practice continues to represent one of the firm's signature strengths. More than half of the firm's 100 largest clients are bank holding companies, commercial banks, investment banks, insurance companies, leasing companies, asset-based lenders or institutional real estate companies, including one out of every three of the 100 largest banks in the US (including 19 of the top 20) and 16 out of the largest 20 banks in Europe. In addition, our banking and finance practice represents numerous finance companies and fixed income funds, mezzanine investors, financial service boutiques and spin offs and other financial institutions and investors, as well as a large number of borrowers operating in many different businesses and industries. Some of the clients with which we have a substantial, ongoing relationship are listed on this page.

Chambers and Partners confirmed our leadership position in a recent survey of global law firms. We were selected as one of the top firms in banking and finance, and the survey described our finance practice as a "well-established," "top-tier international banking practice," a "banking 'powerhouse' for its sheer manpower and global coverage" and "technically excellent."

We specialize in all significant areas of banking and finance. We have well-established teams in acquisition finance, bank regulation, bank/financial institution mergers and acquisitions, capital markets transactions, CDOs and CLOs, equipment leasing, fund formation, private placements, project finance, public finance, real estate finance, securitization, structured products and derivatives, non-performing loans and syndicated lending. We are also an industry leader in counseling clients on derivatives and other structured finance products, including interest rate and currency exchange agreements, debt and asset swaps and liquidity and credit enhancement measures for a wide range of transactions and products.

Leveraged Lending and General Finance Work
Throughout virtually all of our offices, we actively represent both borrowers and financial institutions in their full range of transactional activities that require negotiation and documentation by sophisticated outside counsel. For the year ended 2006 we were ranked #5 in the US for all representations of borrowers and lenders in syndicated loans (determined by number of deals). Typical representations include the following:

• General Corporate Lending. We routinely represent individual lenders and syndicates of lenders, as well as insurance companies and other private purchasers of debt instruments, in secured and unsecured general corporate and working capital facilities of varying complexity, including competitive bid facilities, multicurrency facilities and, particularly, cross-border facilities.

• Acquisition Finance. We are one of the most active law firms representing banks and other institutional lenders and borrowers in senior secured, syndicated acquisition financings, mezzanine financings, refinancings and recapitalizations. We have represented agent banks and bank syndicates in financings for virtually all major LBO sponsors and private equity firms, including hostile tender offers and multi-jurisdictional cross-border transactions. Working with our high yield and subordinated debt team, we are a "one-stop" shop for bank/bond acquisition and leveraged financings, including the providing of "bridge" commitments and facilities and "first lien/second lien" financings.

• Asset-Based Lending. We represent a number of asset-based lenders providing financing for leveraged buyouts, recapitalizations and working capital needs. We have extensive experience in creating and perfecting liens on, and security interests in, various types of collateral, as well as with fraudulent conveyance and other business and legal issues associated with this type of lending activity. Our asset-based finance experts work closely with our firm's workout and bankruptcy experts giving us extensive experience in cash collateral arrangements, relief from stay, collateral valuations, debtor-in-possession financings, plan formation and confirmation matters.

• Energy and Natural Resource Lending. We represent providers of finance in both the private and public sectors in connection with the extension of credit facilities to companies and projects involved in the energy, mining and other natural sectors. Our experience extends from unsecured credit facilities through to the most complex structured and multi-sourced financings. We have worked on transactions throughout the world from the US and Europe to countries in the former Soviet Union, Africa and South America.

• Media and Telecommunications. We regularly advise lenders in structuring transactions in the media and telecommunications field. Our expertise is enhanced by the firm's substantial regulatory practice in this area.

• High Yield and Subordinated Debt. We have broad expertise in structuring and executing high yield debt financings, including "first lien/second lien" and other multi-tiered financings, and we regularly advise clients on "bridge" financings.

• Commodity Lending. We have developed a recognized expertise in advising on financings secured by commodities (particularly precious metals), as well as related commodity derivative products.

• Project Finance. We represent developers and financial institutions, including bilateral agencies such as the Export-Import Bank and the Inter-American Development Bank, throughout the world in a range of project and lease financings that have included industrial and manufacturing facilities, electric power plants, gas pipelines, oil refineries, and hotels, casinos and sports and exposition facilities. We are actively involved in major infrastructure and privatization projects in emerging markets.

• Private Placements. We regularly represent issuers, investors and placement agents in domestic and cross-border private placements of debt securities, including investment grade and below-investment grade transactions in the US and international private placement markets.

Securitization
We are consistently recognized as one of the world's leading law firms in the area of securitizing assets and in sophisticated off-balance sheet financing mechanisms. With over 140 securitization lawyers throughout our offices worldwide, we represent commercial banks, investment banks, issuers, credit enhancers, liquidity providers, trustees, servicers, underwriters, placement agents and other securitization parties in transactions throughout the world, and we have securitized virtually every asset type that can be securitized. Our experience includes work relating to the securitization of the following assets:

• Aircraft Leases
  
• Auto Leases
  
• Auto Loans
  
• CLOs/CDOs/CBOs
  
• Commercial Installment Loans
  
• Commercial Mortgage Loans
  
• Credit Card Receivables
  
• Distressed Consumer Debt
  
• Equipment Leases
  
• Entertainment Royalties
  
• Future Receivables
  
• Franchise Loans
  
• Health Care Receivables
  
• Home Equity Loans
  
• Insurance and Insurance Premium Receivables
  
• Marine Loans
  
• Residential Mortgage Loans
  
• Rental Car Fleets
  
• Royalty Receivables
  
• Student Loans
  
• Synthetic Securitizations
  
• Timeshare Receivables
  
• Trade Receivables
  
• Viatical and Life Settlement Receivables
  
• Whole Loans
  

Mayer Brown is one of the most active law firms in securitizations in emerging markets. In 2006 we completed innovative transactions in Latin America, the Caribbean, Central and Eastern Europe, Russia and Turkey.  We also retain our pre-eminent position in the Australian market.

Many securitization transactions that are commonplace today were first initiated by members of our firm's securitization group, including the following:

• the first collateralized loan obligation transaction
• the first partially enhanced multi-seller commercial paper conduit
• one of the first leveraged lease transactions for auto leases financed by asset-backed debt

We routinely rank as one of the top five law firms in credit card securitizations, and our commercial paper conduit practice is one of the largest in the world. We helped FannieMae develop its multifamily CMBS program and assisted the Federal Home Loan Bank of Chicago in creating the Mortgage Partnership Finance Program®, which is one of the most efficient and fastest growing mortgage-backed securities programs in the US. Our CDO practice is also highly regarded, and we regularly rank among the five most active law firms representing issuers and arrangers in CDO transactions.

Our firm is also active in the representation of industry groups on both sides of the Atlantic. In the US, for example, we advise industry groups in negotiations with the Financial Accounting Standards Board (FASB), the body responsible for making and interpreting accounting rules and policy on issues that affect securitization. One of our partners is a founding member of the American Securitization Forum, the primary trade group and advocate for the US securitization industry. Other lawyers in our firm played a critical role in commenting on the development of FIN 46, FIN 46R, FAS 140 and its predecessor, FAS 125. We represented industry groups with respect to the FFIEC Recourse Project and the new Basel II Accord affecting the risk-based capital treatment of securitization and other specialized lending transactions by US and international banks, as well as with respect to the SEC's Rule 2a-7 and the SEC's rules, regulations, releases and other policies that affect asset-backed securities, including Regulation AB.

In Europe, the firm is involved in important European regulatory and accounting developments as they occur. We represented the European Securitization Forum in connection with the EU Capital Requirements Directive and the implementation of the new Basel II regulatory capital fund in England, Germany, France, the Netherlands, Spain and Italy. We are actively involved with market participants and accounting firms in reviewing and commenting on interpretations in international accounting standards relevant to securitization.

The Securitization of Financial Assets, the seminal legal treatise on securitization in the US, is principally the work of our lawyers.

Latin American Financing
We routinely represent lenders, underwriters and issuers throughout Latin America in financings in the international bank and capital markets. Our transaction expertise encompasses capital markets financings (including Eurobonds and medium-term note offerings, high yield bond offerings and private and public offerings of American Depositary Receipts), bank financings (including acquisition, project and lease financings), debt restructurings, liability management, private equity investments, joint ventures and mergers and acquisitions, structured financings, securitization and derivative transactions (including the securitization of remittances and future export receivables), country funds and other investment funds and privatization transactions. We also regularly advise Latin American companies concerning their US periodic and disclosure obligations, including Sarbanes-Oxley compliance, as well as trade, tax and regulatory issues.

Our Latin American practice group consists of over 40 lawyers, many of whom are fluent in Spanish, Portuguese or both. We also have an independent correspondent relationship with Jáuregui, Navarrete y Nader, S.C., a prominent Mexico City law firm that specializes in corporate, securities, finance and intellectual property work.

Real Estate Financing
We regularly represent individual lenders and syndicates in all types of real estate finance transactions, including in connection with construction loans and commitments, permanent and "standby" loans and commitments, predevelopment loans, acquisition loans, investment loans, synthetic leases, participating, convertible and other "equity kicker" loans, mezzanine financings, prepayments and refinancings, letter of credit transactions, condominium financings, construction and conversion loans, secured and "credit-enhanced" revenue bond financings, lines of credit, other varieties of direct and indirect financings and workouts, restructurings and foreclosures. We believe that our expertise in advising lenders on real estate finance transactions is significantly enhanced by the expertise we have derived from our regular representation of some of the most significant real estate developers, institutional advisors and investors and lessors.

In addition, our firm has become a leader in representing clients dealing with troubled real estate financing arrangements and our real estate lawyers work closely with our workout, bankruptcy and business reorganization practice group and our litigators who specialize in foreclosures, general creditors' remedies and bankruptcy litigation to bring an extra dimension of expertise to our clientele.

Structured Credit Products
We have a very active and varied structured product practice, representing sponsors, arrangers, placement agents, collateral managers, derivative counterparties, investors, credit and liquidity providers and a rating agency. Our practice includes CDOs (both cash and synthetic), credit- and equity-linked instruments, warehouse facilities, portfolio and index credit derivatives, equity derivatives, repackagings and all types of derivatives components in finance transactions.

Leasing
We have an active and long-standing practice in leveraged and single investor leasing. Our work includes representation of equity participants, lessees, governments and governmental agencies and underwriters in privately placed and public transactions. These transactions have involved equipment, manufacturing facilities, aircraft, rolling stock and ships, nuclear, fossil, wind and solar power projects, cogeneration plants, gas processing and storage facilities, computers and credit-based leveraged leases of large single- and multi-tenant real estate projects and of many properties involving a single lessee. We have extensive experience in sophisticated leasing products such as cross-border transactions, "double-dips," debt pass-through trusts, domestic and cross-border leasehold structures and qualified technological equipment transactions.

Bankruptcy and Workouts
We represent secured and unsecured creditors extensively, acting individually and on behalf of lending syndicates and committees of creditors, in numerous corporate and real estate bankruptcies. We cover every phase of client representation, including the structuring of workouts, the negotiation and preparation of transactional and financing documents, and all aspects of bankruptcy proceedings, US Chapter 11 and Chapter 7 cases and their European equivalents, including debtor-in-possession financing, negotiation and preparation of consensual and contested plans of reorganization and diverse and extensive adversary litigation in connection with or related to insolvency issues. We have represented clients in proceedings involving such businesses as the development and management of all forms of real estate, hotels, oil and gas, retail department store chains, manufacturing, automotive supply and service, automobile distributorship, consumer electronics, stockbroker liquidations, hospitals and other health care providers and railroad reorganizations. In the US, one of our partners is the author of Reorganization Under Chapter 11 of The Bankruptcy Code, a periodically updated service published by Law Journal Seminar Press. Two other partners are members of the US National Bankruptcy Conference.

Distressed Debt and Non-Performing Loans
We are recognized as one of the leading law firms in the European distressed debt and non-performing loans ("NPL") market. We regularly represent sellers and buyers in major NPL transactions as well as in their day-to-day trading activities. Documents created by our firm have established market standards, particularly in Germany, and are indirectly used by a variety of participants. Our expertise includes the financing of NPL transactions via leveraged loans and securitizations.

Regulatory Matters
Our regulatory practice is highly distinctive in the range and sophistication of the issues we consider and the practical, creative solutions we bring to bear on regulatory problems and concerns. We represent depository institutions of all sizes (money center, regional and community), domestic and foreign, in matters before all major regulatory agencies with jurisdiction over banks and bank holding companies and over national, regional and local savings and loan associations.

We also represent national, regional and local banks and savings associations and their holding companies with regard to the full panoply of regulatory matters, including in connection with supervisory enforcement actions, capital adequacy requirements, restrictions on transactions with affiliates, reserve requirements, preemption and new products. We have extensive experience in the structuring of nationally and regionally marketed consumer loan and deposit products; compliance with consumer lending, licensing, predatory lending and other laws and regulations; commercial real estate and other business loans, products and services; and other financial and funding transactions and issues.

Bank Mergers and Acquisitions
We are actively engaged as leaders in the merger and acquisition field for financial institutions, and our work has included one of the largest bank acquisitions in this decade. We also regularly advise on acquisitions and divestitures of thrifts and savings institutions, branches and assets, including the securitization of loan portfolios.

We have also represented numerous financial institutions before the major regulatory agencies in connection with bank and bank holding company mergers and acquisitions. The book, Bidders and Targets, a widely consulted text on mergers and acquisitions, is the work of lawyers in our corporate and securities practice.

Electronic Financial Services
Our electronic financial services practice group was formed to meet the growing demand for electronic commerce expertise, which represents an ever-larger share of financial revenues. We represent financial services providers in electronic transactions and payment systems as well as vendors and consultants such as on-line banking service providers, telecommunications and communications systems providers, software developers, hardware suppliers, electronic currency system developers, data and information suppliers, card-based and other diversified financial services processors and suppliers.

Private Equity and Hedge Funds
Our private fund practice includes the representation of private funds and their sponsors in connection with fund formations, portfolio investments and transactions, fund administration and regulatory matters and disposition transactions. Our private fund clients include sponsors, financial institutions, investment banking firms, insurance companies, investment advisors, commodity pools and broker-dealers, as well as pension funds, universities and other institutional investors.

Our broad experience in advising sponsors of investment partnerships includes the formation and offering of leveraged buyout funds, venture capital funds, offshore investment funds, hedge funds and real estate funds. We also advise a number of large pension funds and other institutions with respect to their investments in a wide variety of investment partnerships.

Other Related Practices
The volume of complex matters handled in the banking and finance practice has created a breadth of understanding throughout other practice areas integral to the successful completion of financial transactions. Lawyers in these practice groups, like their colleagues in the banking and finance practice, are accustomed to analyzing issues from a perspective focused on a sophisticated institution's interest.

• Securities. Our corporate and securities practice is as well established as our banking and finance practice. We deal in all aspects of corporate and securities law, including mergers and acquisitions, syndications, restructuring transactions and securities offerings in domestic and international markets. Services for issuers have involved the full range of securities offerings, from commercial paper to every kind of equity security and senior and subordinated debt. We also regularly represent the major investment banking firms in financing and merger and acquisition transactions.

• Tax. Our tax practice covers the full range of activities encompassed by our banking and finance practice. Our tax specialists deal regularly with the tax effects of, and structuring opportunities in, workouts and reorganizations, leasing, real estate investments, investment by tax-exempt entities, project finance, energy projects, securitizations, acquisitions and cross-border transactions. We have pioneered various tax-oriented structures in capital markets activities and have worked closely with customers of our banking and finance clients to achieve tax savings through efficient lending structures involving multiple jurisdictions. Additionally, our tax lawyers have represented banking clients in litigation involving most of the income tax issues concerning the banking and finance industry, including the treatment of cap loans and foreign tax credits.

• Pension. We provide advice to sponsors and fiduciaries of pension plans and other tax-exempt entities with respect to the application of ERISA, tax, real estate, securities and other applicable laws to a variety of investments, including advice on financial futures, international currency trading, lending, mortgage-backed securities, securitization transactions, direct investments in real estate, mortgage loans, venture capital and LBO funds and joint ventures, limited partnerships and other pooled investment vehicles, as well as advice on the engagement of independent fiduciaries and service providers.

• Environmental. We have an extensive practice in environmental and toxic tort law at the national, state and local levels. We are experienced in the full range of environmental issues, including private cost recovery matters, air, water and solid waste regulation and enforcement matters and, in the US, CERCLA and other hazardous waste cleanup and RCRA permitting and enforcement issues.

• Litigation. The firm is a leader in representing financial services institutions, with broad expertise in such matters as lender liability, financial instruments, leveraged buyouts, corporate trust issues, lead lender disputes, securities law, common law contract and fraud, RICO and all of the various fraudulent or voidable transfer and preference claims that arise out of bankruptcy proceedings. We number more than 60 such institutions as our clients.

  The firm litigates matters on behalf of financial services institutions in the European courts and in state and federal courts throughout the United States. There are lawyers in each of our US and principal European offices with substantial experience in such litigation.

• Appellate Litigation. Our appellate litigation practice, which includes a former Acting Solicitor General of the United States and four former Deputy Solicitors General of the United States and which collectively has argued more than 250 cases before the Supreme Court of the United States, has represented the Federal Reserve Board in appellate litigation. The group represents the American Bankers Association from time to time when it files amicus curiae briefs in appellate cases and represents many of the nation's leading corporations, institutional investors and associations in business-related appellate matters.

• Public Finance. Our traditional strength in structuring and handling complex financial transactions made the practice of public financing a logical area of expertise. In each of the last three years, we have served as counsel for approximately $500,000,000 of municipal bond financings. One of our particular strengths is the financing of public works and infrastructure improvements in the US and Europe. We have represented a number of special purpose government bodies established to finance and operate major public works projects. Our public finance group is regularly retained to develop and implement innovative financing solutions to regional policy issues such as solid waste disposal and mass transportation. We also have extensive experience in the industrial revenue and development financing fields, including single- and multi-family housing development and tax increment financing.