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Nayeri Appointed to Arizona State Bar Committee
Jones, Skelton & Hochuli, P.L.C. is pleased to announce that Sonia Nayeri has been appointed to the Arizona State Bar Committee on Minorities and Women in the Law.

The committee's mission is to educate the legal community and general public on issues relating to minorities and women in the practice of law; to support and serve minority and women practicing attorneys and students, by advocating the retention and advancement of minority and women lawyers; and to develop strategies to broaden the legal opportunities for minority and women attorneys. Nayeri, who concentrates her practice on environmental law and commercial litigation, joined Jones, Skelton & Hochuli in 2006.

08-11-2006

CVRD Announces $17.6 Billion Bid for Inco
Shearman & Sterling is representing financial advisors and lenders to Companhia Vale do Rio Doce (CVRD) in its $17.6 billion all-cash offer to acquire all of the outstanding common shares of Inco Limited. The transaction will create one of the three largest diversified mining companies in the world. Through the purchase, CVRD will boost its production capabilities in iron ore and across a range of other metal commodities.

CVRD’s bid follows previous competing bids from Teck Cominco Inc. and Phelps Dodge Corp. for Inco, the world’s second-largest producer of nickel. Brazil-based CVRD, the largest metals and mining company in the Americas, has over 38,000 employees worldwide, with $14.5 billion in revenue and $4.5 billion in profits last year. In 2005, Inco had revenues of $4.5 billion and net earnings of $836 million.

Shearman & Sterling is representing Credit Suisse and UBS, acting as financial advisors and dealer managers to CVRD. The firm is also advising Credit Suisse Securities (USA) LLC, UBS Securities LLC, ABN AMRO Bank N.V. and Santander Investment Securities Inc. as joint lead arrangers and bookrunners in connection with the proposed two-year senior acquisition facility.

Principal attorneys working on the transaction include partners Ronald Bayer (New York - Finance), Christa D’Alimonte (New York – M&A), Joel Klaperman (New York – Capital Markets), Bradley Sabel (New York – Asset Management) and John Wilson (San Francisco – Capital Markets), counsel Ansgar Simon (New York - Tax) and Martin Toulouse (New York – Finance) and associates Robert Katz (New York – M&A), Brad Kern (San Francisco – Capital Markets), Mark Schlegel (New York – Finance) and Fang Xue (New York – M&A).

08-11-2006

Shearman & Sterling Advises Schaeffler Group on the Acquisition of Automotive Business of Renold
Shearman & Sterling has advised Schaeffler Group and its subsidiary Schaeffler Chain Drive Systems SAS on the acquisition of the automotive business of Renold Group. The transaction was closed on August 3, 2006.

The acquired business produces and distributes chain drive systems for the automotive industry.

The following Shearman & Sterling attorneys advised Schaeffler Group on the transaction: Rolf Koefer (partner, M&A, Düsseldorf), Birgit Reese (associate, M&A, Düsseldorf), Cyrille Niedzielski (partner, M&A, Paris), Christophe Bachelet and Olivia Depret-Bixio (both associates, M&A, Paris), Hans Jürgen Meyer-Lindemann (partner, Antitrust, Düsseldorf), Mathias Stöcker (associate, Antitrust, Düsseldorf), Thomas Nägele (partner, IP, Mannheim), Christian Engelhardt (associate, IP, Mannheim) as well as W. Jeffrey Lawrence (partner, M&A, New York) and James E. Elworth (associate, M&A, New York).

08-11-2006

Professional Misrepresentation Carries Risk of Legal Penalties
Individuals Who Hold Themselves Out as Architects May Face Fines, Jail Time

In Maryland, Virginia, and the District of Columbia, there are significant, adverse legal consequences to practicing architecture, attempting to practice architecture, or even claiming to be an architect without a valid architecture license.

In Maryland, a person may not practice architecture unless licensed by the Maryland State Board of Architects. Similarly, absent such a license, a person may not represent to the public by use of a title such as “architect,” “licensed architect,” or “registered architect” that he or she is authorized to practice architecture. Aperson who violates these statutory provisions is guilty of a misdemeanor and is subject to a fine of up to $3,000 and/or imprisonment of up to one year. In determining the penalty, the Board will consider the following factors: 1) the seriousness of the violation; 2) the harm caused by the violation; 3) the good faith of the violator; 4) any history of previous violations by the violator; and 5) any other relevant factors.

08-11-2006

Andrew Shure Published in Commercial Leasing Law & Strategy
Andrew’s article, “Issues Related to Turnover of Leased Premises at Expiration of Lease Term” in the July issue of Commercial Leasing Law & Strategy, is a practical analysis of important items for both landlords and tenants to address before lease signing.

During the negotiation and drafting of a lease, attention is too often focused on initial matters of importance. “As a result, too little attention is paid to the issues surrounding the return of the premises when the lease term expires. Obviously, the business terms of the transaction such as rent, operating costs, and construction allowances all must be identified before a deal can be reached. Furthermore, those matters have a direct impact on the tenant’s occupancy and use of the premises are of clear importance to the parties from an operational standpoint. However, when the landlord and tenant fail to give the same level of consideration to the expiration of the lease term that is given to the commencement of the term, problems can arise.”

The language used to draft the lease is of great importance regarding the issue as to whether the tenant is permitted to leave the premises in its improved condition or if the tenant must remove any improvements they have made and return the space in its “shell” condition. Andrew describes one solution in which a lease would allow the landlord to “control the process” by making “its election concerning the removal of alterations right up until the expiration of the lease term. Some leases actually allow the landlord to wait until 10 days prior to the expiration of the term before the landlord has to decide whether or not the tenant will have to restore the premises to the condition that existed at lease commencement.” This situation would not be ideal, of course, for a tenant who knows from the onset that they would need to make substantial renovations to the space over time. It could also result in unanticipated restoration costs, which, if not completed quickly enough (i.e. 10 days), would result in “hold-over status and incurring the additional penalties and costs associated therewith.” If landlords are not permitted to use such an option, he advises them to familiarize themselves with the tenant’s business type and respective needs, and how that will impact the space for potential future tenants.

Andrew notes that initial tenant improvements versus future improvements are treated differently in many leases and can lead to misunderstandings. “Only by carefully analyzing these issues during the lease negotiation and drafting accordingly, will future disputes be minimized.” In closing, Andrew counsels that “Since the dollars involved in premises restoration are significant, and since one of the goals of any lease is to avoid disputes in the future, both landlords and tenants need to focus on the turnover sections of their leases and draft with a conscientious hand.

08-11-2006

DLA Piper Attorney Naar Named Among Illinois 40 Under 40
Sonya Naar, a partner in the Litigation practice of DLA Piper, is one of the Chicago Daily Law Bulletin's 40 Attorneys Under 40 in Illinois to Watch for 2006, the law firm has announced.

The Law Bulletin's annual list seeks to identify the most accomplished young attorneys in Illinois. Those named to the list have been chosen for the quality of their practice as well as their contributions to the community. Naar was nominated not by a colleague but by a client of the firm.

""We are delighted that the Law Bulletin is recognizing Sonya,"" said Louis Cohen, managing partner of DLA Piper's Chicago office. ""Her excellent legal skills, her business acumen, and her remarkable generosity to the Chicago community definitely place her among the rising stars of the legal community.""

""Sonya is a driven and successful attorney, and this is yet another testament to her hard work and strong commitment to her clients and to Illinois,"" added Samuel Isaacson, chair of the Chicago litigation practice group.

Naar concentrates her practice in general commercial litigation, with an emphasis on class actions and complex contract and business disputes. She was nominated to the 40 under 40 list by a DLA Piper client, who described her as a lawyer who is always able to synthesize complicated input into a coherent and viable position, working patiently and exhaustively while always keeping business strategy at the fore, and praised her for showing leadership and an ability to quickly master legal skills. Her practice also has been noted within the legal community, including coverage in the Daily Law Bulletin concerning an Illinois Supreme Court decision on behalf of a client.

She is also extensively involved in pro bono work in the Chicago area and often supports efforts focused on children and education, including the Juvenile Justice Project; teaching the curriculum of the Constitutional Rights Foundation in Chicago classrooms; and serving on the board of directors of the Starlight Starbright Children's Foundation. Naar has also taken a leadership role in a unique partnership between DLA Piper and Barry Elementary School, a Chicago public school. The partnership, which focuses on literacy and career success, includes a book drive, family literacy nights, tutoring and a career day.

Naar is this year's recipient of the Illinois State Bar Association's Young Lawyer of the Year award.

The Chicago Bar Foundation honored her with the 2005 Abraham Marovitz Making-a-Difference Award, in recognition of her long commitment to teaching in the Chicago public schools.

08-11-2006

Minnesota Court Strikes Down State’s Video Game Act
In another victory for Jenner & Block’s video game industry clients, a federal judge recently declared unconstitutional a Minnesota law that would have fined minors for obtaining certain video games rated “M” (Mature) or “AO” (Adults Only). The law also would have required video game retailers to post conspicuous warning signs about the fine.

In granting the Firm’s motion for a permanent injunction, the court ruled that the law violates the First and Fourteenth Amendments. It is “clearly established” that video games are a constitutionally protected form of free speech, the court noted. As such, content-based regulations like the Minnesota law are subject to the “highest level of scrutiny,” which requires the state to show a “compelling interest” in enforcing the law, among other things.

According to the opinion, the state’s purported interests in protecting minors from the harmful effects of violent video games are “inchoate.” The court agreed with the Firm’s position that the alleged harm that graphic video games have on minors is “merely conjectural” and unsupported by substantial evidence. Moreover, the court wrote, the State itself acknowledges that “it is entirely incapable of showing a causal link between the playing of video games and any deleterious effect on the psychological, moral, or ethical well-being of minors.”

Furthermore, in deeming the law unconstitutional, the court ruled that signage requirement is a “forced declaration of an unenforceable law” that serves no legitimate governmental interest and amounts to a “state-mandated political declaration.”

This decision comes on the heels of several successful challenges by Jenner & Block against similar laws in California, Illinois and Michigan. The Firm has also successfully represented the video game industry to defeat legislative attempts to censor video games in Washington and Missouri, and is currently representing the industry in challenging a similar law in Louisiana.

Partners Paul M. Smith and Katherine A. Fallow and Associates Matthew S. Hellman, Duane Pozza and Elizabeth Valentina represented the Entertainment Software Association and Entertainment Merchants Association in this matter.

08-11-2006

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