2008 Firm report - Winstead PC · group’s deal history over the past 12 months: Transaction Size ($) Number of Transactions Worked $10 - $50 million 8 - 10 $50 - $100 million 5+

2008 Firm report

our clients“Ensuring that our clients are satisfied is central to our

business strategy.”

35th anniversary“As we celebrate our 35th anniversary, we want to take

this opportunity to extend our heartfelt gratitude to our

clients, employees and friends of the firm.”

adding value“By combining our professional skills, diversity and team-

driven, yet practical approach, we work to add value in all

we do for our clients.”

trusted legal advisors“We are committed to providing services that foster

innovation and success for our clients.”

teamwork“Leveraging the breadth and depth of our experience to

serve each client’s unique needs.”

the future“While helping our clients prepare for the future, we are

actively working with them to manage the immediate

economic issues facing all businesses, and the country

at large.”

Ceo’s message

Dear Clients and Friends of the Firm:

On behalf of our attorneys and staff, I am pleased to present Winstead’s 2008 Firm Report. The highlights included in this year’s Firm Report illustrate the strength of our firm, the depth of our expertise, and most importantly, our commitment to you, our clients.

The year 2008 has been filled with both challenges and opportunities. This year also marks Winstead’s 35th anniversary. In reflecting on our firm’s history, we wish to express our sincere appreciation to each of you.

We have been in business for 35 years because of clients who depend on us to serve as their trusted legal advisors. Representing you is a privilege that we know we must continue to earn each day, and we thank you for trusting us to work for you.

As we look to 2009, Winstead is well positioned and prepared to help clients manage daily business decisions, and provide counsel for immediate planning and long-term strategies to achieve both business and individual goals.

Winstead continues to represent major institutions and companies regionally and nationally in a broad range of legal services. Our litigation and appellate practices are setting high standards for legal representation, particularly as controversy work increases in a challenging economy. Our distressed debt, corporate, securities, mergers and acquisitions, tax, financial services, bankruptcy and workout practices handle some of the most sophisticated and complex matters in the country today, supported by a cross-section of great lawyers from a number of diverse practice groups. Our award-winning real estate practice has worked on some of the most prominent real estate projects across the nation, and they are ensuring that our clients’ businesses and interests are well preserved and strengthened with a long-term view. And our technology practices continue to provide innovative solutions to our clients’ rapidly evolving technology transactions.

Furthermore, significant additions have been made to our bench strength in the regulatory, environmental, energy, nanotechnology and biotechnology practice areas with superb practitioners enhancing our client services.

While we are proud of our clients’ successes and the strength of our firm, we understand that our country is facing a pivotal and extraordinary period for our economy. With this very important situation in mind, Winstead continues to strive to make our law firm even better, with a goal of providing superior legal services that are value-driven for your benefit during these trying times. We are on your team and will continue to focus on essential work for you. In recognition of the current economic slow-down, we will not implement any general, across-the-board increases in billing rates for 2009, although some modest adjustments will be made for associates moving up to their next class and experience level.

Again, we appreciate the confidence you have shown in our firm. It is our pleasure to work for you and be assured that Winstead remains committed to our core values and our focus on helping you. We wish you continued success.

If Winstead can be of assistance to you in any way, please feel free to contact me personally at [email protected] or your regular representative at the firm.

Denis Clive BrahamChairman & CEO

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Winstead praCtiCe and industry groups

table oF Contents

Winstead Practice and Industry Groups ....................... 2-3

Winning For Our Clients ............................................. 3-19

Business & Transactions

•Business Restructuring/Bankruptcy .............................. 3

•Corporate, Securities/Mergers & Acquisitions ............... 4

•Finance & Banking ..................................................... 4

•Government Relations ................................................ 7

•Public Finance ........................................................... 7

•Public & Regulatory Law ............................................. 8

•Real Estate Development & Investments ...................... 9

•Real Estate Structured Finance ................................. 10

•Taxation, Employee Benefits & Private Business ......... 11

•Wealth Preservation ................................................. 12

Litigation & Dispute Resolution

•Appellate ................................................................. 13

•Commercial Litigation .............................................. 14

•Construction ............................................................ 14

•Energy & Environmental Law...................................... 16

•Government Enforcement & Regulated

Industries Litigation ................................................. 16

•Intellectual Property ................................................. 17

•Labor, Employment & Immigration ............................. 18

•Tort & Insurance Litigation ........................................ 18

Professional Excellence ................................................ 19

Diversity Committee Report .......................................... 21

Community Relations Report ........................................ 22

Pro Bono Report ........................................................... 23

Leadership Winstead .................................................... 24

New Attorneys .............................................................. 25

Strategic Focus & Commitment to Clients ..................... 26

At Winstead, we help our clients solve their toughest business challenges. And that means focusing on a multitude of practice areas from business and transactions to litigation and dispute resolution. Led by a qualified team of attorneys and experienced professionals, each practice area delivers the perfect combination of practical knowledge and responsive service. And it’s all backed by a get-it-done attitude.

BUSINESS & TRANSACTIONS

Business Restructuring/BankruptcyPractice Group Leader – Phillip L. [email protected] • 214.745.5180

Corporate, Securities/Mergers & AcquisitionsPractice Group Leader – Mark G. [email protected] • 214.745.5600

Finance & BankingPractice Group Leader – Michael W. [email protected] • 214.745.5843

Government RelationsPractice Group Leader – William [email protected] • 202.572.8016

Public FinancePractice Group Leader – M. Paul [email protected] • 210.277.6801

Public & Regulatory LawPractice Group Leaders – Andrew Kever, Forrest C. Roan [email protected] • [email protected] • 512.370.2999

Real Estate Development & InvestmentsPractice Group Leader – Mike C. [email protected] • 214.745.5631

Real Estate Structured FinancePractice Group Leader – Kevin A. [email protected] • 214.745.5292

Taxation, Employee Benefits & Private BusinessPractice Group Leader – Thomas R. [email protected] • 214.745.5342

Wealth PreservationPractice Group Leader – John F. [email protected] • 214.745.5289

LITIGATION & DISPUTE RESOLUTIONAppellatePractice Group Leader – Craig T. [email protected] • 512.370.2883

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Commercial LitigationPractice Group Leader – Wayne W. [email protected] • 512.370.2859

ConstructionPractice Group Leader – Stewart [email protected] • 512.370.2854

Energy & Environmental LawPractice Group Leader – Thomas T. [email protected] • 713.650.2717

Government Enforcement & Regulated Industries LitigationPractice Group Leader – Linda J. [email protected] • 512.370.2881

Intellectual PropertyPractice Group Leader – Robert C. [email protected] • 713.650.2764

Labor, Employment & ImmigrationPractice Group Leader – Dan [email protected] • 214.745.5314

Tort & Insurance LitigationPractice Group Leader – Michael C. [email protected] • 214.745.5232

Winstead serves a vast range of industries. The list below represents justa few of our key industry groups.

• Aviation• Biotechnology• Construction• Energy & Natural Resources• Financial Services• Government• Insurance• Nanotechnology• Real Estate• Sports Business & Public Venues• Technology• Telecommunications• Transportation

To learn more about Winstead’s practice and industry groups,please visit winstead.com

Winning For our Clients

Winstead praCtiCe and industry groups

The following examples of client work, while not a comprehensive list of all our recent work, demonstrate the breadth of Winstead’s talent and experience.

BUSINESS & TRANSACTIONS DEPARTMENT

business restruCturing/bankruptCy

• Acted as administrative agent for a syndicate of lenders in a successful amendment and waiver to the Revolving Credit and Term Loan Credit Agreements of an independent oil refinery. The refinery was caught between rapidly increasing costs of petroleum supply and not-as-rapidly increasing sales prices of refined products, primarily gasoline. The lenders are owed approximately $3.4 billion. In addition to amending its current Credit Agreements, we also succeeded in structuring an additional $75 million Letter of Credit Facility on a “first out” basis for those lenders participating in it, in

order to give comfort to the suppliers of the refinery while it executes on strategic alternatives to reduce its debt.

• Served as legal counsel to a large publicly traded bank as part of a syndicate of lenders to a cotton broker and trader company that found itself caught in the middle of an unexpectedly rapid rise in commodity prices. The lenders are owed approximately $1.4 billion. The credit facility was amended to give the company time and flexibility to “square the book,” that is to align its physical and trading positions.

• Represented the same publicly traded bank as Administrative Agent for a syndicate of lenders to a Kentucky coal mining operation. The lenders are owed approximately $75 million.

• Winstead continues to represent the Western division of a publicly traded bank (responsible for all corporate and commercial loans west of the Mississippi) on many of its problem credits.

• Represented a leading investment firm and a large international financial services company as the majority bondholders of an Arizona mining, smelting, and refinery company in connection with its

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The corporate group as a whole has been busy this year system-wide. There has been a high level of activity in each of our cities. The associates in particular have been consistently logging long hours. Although “deal” size and volume only tells part of the story, this past year has been very strong on the deal front, as evidenced by the following breakdown of our group’s deal history over the past 12 months: Transaction Size ($) Number of Transactions Worked$10 - $50 million 8 - 10 $50 - $100 million 5+$100 - $500 million 6Over $500 million 2 In addition to our deal work, we remained busy representing our public company clients with their securities needs, and representing all of our corporate clients with their general business needs.

Chapter 11 case in Corpus Christi. The company is one of the largest copper miners and refiners in the U.S. The majority bondholders, who are owed over $350 million, are one of the primary suitors for the company.

• Engaged by another large international financial services company as the secured lender to a Texas drilling company, a Chapter 11 debtor, filed in the Northern District of Texas. The case is ongoing. The capital markets company is owed approximately $32 million.

• Represented the Unsecured Creditors’ Committee in a case involving a major refinery in the Eastern District of Texas, Tyler Division.

• Represented two large financial services companies as syndicate members of a $2.4 billion loan to an energy industry finance and logistics company and its affiliates. Both financial services companies were owed approximately $25 million and are active participants in the syndicate and bankruptcy, which was filed in the District of Delaware.

• Assisted a Texas bank as Indenture Trustee related to a series of notes issued by a bank-holding company that is in Chapter 11 in Fort Worth.

• Represented another Texas financial institution as one of several secured lenders to one of largest homebuilders in the Chicago area.

In-Bound Asian Practice To the extent that we are able to identify a niche or “hot area” that has gained noticeable traction in our group this year, the in-bound Asian work is it. Through the hard work and dogged perseverance of many, we have developed what is becoming a steady flow of local deal work for in-bound Asian companies and the U.S. affiliates of Asian-based companies. Our goal in this regard is twofold: first, keep doing what we’re doing; second, add some order and structure to the process by organizing and energizing a hybrid client/industry team focusing on the in-bound Asian deal work.

RecruitingRecognizing that we need to grow our numbers in virtually every one of our cities, we are continuing to recruit across the system, but are being very strategic in our targeting, thorough in our diligence, and selective in extending offers. Progress is slow, but steady. We have just hired one senior level associate and one mid-level associate in the Dallas office, and we are continuing to press wherever opportunities present themselves.

CLE ProgramWe have broken ground on a comprehensive corporate CLE Program. Under the auspices of WinU, we have designed a 24-month rolling corporate CLE curriculum; six months into it, we can declare it a total success. The topics are timely and substantive, the presenters are practiced and prepared, and in-house attendance (including from outside the corporate group) is steady. Added to that, we have aggressively marketed the programs to clients and prospects through a well orchestrated e-mail and regular mail promotional/invitation campaign. The client/prospect attendance numbers (and favorable responses) continue to climb.

2008 Expansion

2008 is bringing some exciting changes and additional depth and experience to Winstead’s Financing & Banking Practice Group, first with the addition of colleagues from our former Real Estate Banking, Insurance Companies and Fund Advisors (“REBIF”) Practice Group who bring to our practice group vast experience and top-notch reputations in real estate lending, and then with the recent addition to our Central Texas practice of exceptional team members in Austin and San Antonio. They are all welcome and valuable additions who make us better and help deepen and expand our capabilities.

FinanCe & banking

Corporate, seCurities/ mergers & aCquisitions


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Serving the Poor

What does Winstead’s banking practice have in common with the Nobel Prize-winning Grameen organization? In the past year we’ve given attention to micro-finance programs and projects to enable not-for-profit organizations to provide very small business loans (micro-loans) to the unemployed, to poor entrepreneurs, and to others living in poverty who are not otherwise bankable and have explored with a client a pilot program for possible implementation across the United States. Research and experience show that the poor are among the most diligent in making business loan payments when credit is available.

After exploring more than a dozen options, one of our lawyers identified a Honduras-based lending institution with whom several faith-based organizations could establish a collaborative and cooperative alliance that helps ensure maximum benefit and real oversight without requiring the organizations to build infrastructures or fund operations – all the money flows directly to micro-loans (90% of the borrowers are women and the average loan size is $340) and as “seed money,” or early stage venture capital loans, to fund larger endeavors as well. For a global bank, we assisted in evaluating its first-ever purchase of a pool of U.S. micro-loans from a not-for-profit lender that makes commercial loans to the poor and disadvantaged along the Texas-Mexico border. The average size of those loans is $5,000, but they are instrumental in enabling these poor entrepreneurs access to business loans and to an opportunity to escape from a negative economic cycle.

Regulatory, Corporate and Community/Local Bank Activities

Our bank regulatory and corporate activities practice continues to expand and in 2008 we successfully represented individuals, banks and other regulated lenders in a broad range of administrative actions. Our successes included a reduced administrative penalty for a mortgage broker from the Texas Department of Savings and Mortgage Lending, a reduced penalty and more favorable terms in an order for a regulated lender from the Office of Consumer Credit Commissioner, and more favorable provisions in administrative orders from the Federal Deposit Insurance Corporation and the Texas Department of Banking.

We also represented a number of banks and shareholders in share exchanges, conversions to a state charter from a national charter, corporate name changes and changes in control. We also aided several clients with product requirements and features, such as fixed-rate options for home equity loans and lines of credit, and in curative matters.

Our community and local bank practice continues to flourish. For example, one bank jumped 333 places on our client list and is now firmly a Top 100 client and our work for it includes not only our practice group, but also the Litigation Department, and Business Restructuring/Bankruptcy, Corporate, Securities/Mergers & Acquisitions, and

Taxation, Employee Benefits & Private Business Practice Groups. At the community bank level, mortgage fraud and fidelity bonds are hot topics and our significant efforts in those areas are supported, and in some cases led, by our colleagues in Commercial Litigation and Tort & Insurance Litigation.

We also continue to support the financial institution and related regulatory needs of Real Estate Development & Investments, Commercial Litigation, Government Relations, Labor & Employment, Corporate Securities/Mergers & Acquisitions, and Intellectual Property Practice Groups.

Distressed Debt Transactions

For a major bank client headquartered in Texas, we created a set of uniform documents appropriate for sales of loans from the bank’s portfolio of poor- and non-performing loans. Working closely with our client, our lawyers developed a form engagement agreement for use with loan brokers who conduct bid/sale programs, developed strict confidentiality agreements and several different loan sale agreements for differing classes of loans from distressed to better, albeit poor quality, and provided ongoing support for the program.

Our distressed debt acquisition and disposition efforts cut across a wide variety of industries, but (to-date) principally involve commercial and residential real estate; range from single loans to large loan pools; and involve a wide variety of clients, from banks to private equity funds to insurance companies to private investors, and included assisting the Real Estate Structured Finance Practice Group in the loan sales involving seller financing for the purchaser and with respect to second lien, intercreditor and litigation issues.

Auction-Rate Securities

Working with our Government Enforcement & Regulated Industries Litigation colleagues, we helped a client navigate the rough waters engulfing auction-rate securities transactions and the displacement that occurred in the financial markets in a matter of first-impression that was of significant importance and established precedent as to how our client could deal with similar situations.

Workouts and Restructuring

As is widely-publicized in the news media, turmoil continues in the debt and equity markets and credit standards have tightened dramatically. As a result, our work with our colleagues in Business Restructuring/Bankruptcy is increasing as is the overall level of work in the work-out, turnaround and restructuring arenas and, as noted above, in the acquisition and disposition of distressed debt.


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We act as nationwide outside general counsel for a major banking institution, handling all of its workouts and overseeing foreclosures, bankruptcies and related litigation involving homebuilder lines of credit.

Working with Business Restructuring/Bankruptcy, we have handled a number of complex and interesting projects involving issues from complex intercreditor arrangements to sovereign immunity to Native American tribal law to coal mining practices to maritime liens. Workout projects ranged from middle-market single lender transactions to credit facilities as large as $2.2 billion.

Expanded Foci

We assisted several life insurance companies in establishing a co-lender commercial mortgage loan origination program and in creating loan closing and servicing agreements for the origination of commercial loans for the account of unaffiliated life insurance companies.

An affiliate of a major east coast bank holding company engaged us to assist in its proposed sale of $1.5 billion of auto receivables, and we now represent a global software finance company in its domestic and foreign acquisitions and sales of software license receivables and recently delivered a legal opinion letter concerning the rights of assignees of the receivables.

We recently successfully concluded a client’s acquisition of five wastewater treatment facilities located in multiple states and related lease rights. The transactions involved the acquisition, operating and finance agreements and creativity in revising the structure of three of the transactions for three of the facilities to eliminate the necessity of obtaining consents from the industrial companies at the plants served by the facilities. The transactions also involved the creation of five special purpose companies, each of which raised equity and debt financing under pass-through trust arrangements, and one holding company for the five operating companies. We will be working with our client and a major environmental company for the acquisition, operation and financing of additional wastewater treatment plants throughout the country. Our work had substantial support from Real Estate Development & Investments and Taxation, Employee Benefits & Private Business.

We have continued to strengthen our working relationship with our Public Finance area to ensure that Winstead has a seat-at-the-table across a broad spectrum of public finance transactions. Cross-discipline work in 2008 included assisting a major investment house in the restructuring, bond redemption and purchase and sale of a 2,000 unit multi-family military housing project, including a complex series of negotiations among the U.S. Army, the project owner, a proposed purchaser, guaranteed investment contract providers, bond insurers and 10 separate institutional investors.

Our lawyers play key roles in the Sports Business & Public Venues Industry Group where, along with Public Finance and Real Estate Development & Investments, they were integral in representing a major sports franchise in obtaining a nine-figure letter of credit facility to support outstanding bonds that were previously bought and sold in the auction-rate securities market and in obtaining the necessary consents from a bond issuer and sports league.

Two of our lawyers co-chair Winstead’s Legal Opinion Committee and the coordination and interaction with other practice groups has helped to ensure quality opinion products.

Work in the credit enhancement area, in addition to the work with Public Finance, included assisting a client with a letter of credit in lieu of supersedeas bond and in assisting another client with a post-petition letter of credit to support ongoing purchases, principally from China. While letters of credit are often used to support the issuance of a bond, this is one of the rare instances in which the letter of credit was actually used in lieu of a bond. Fortunately, our participation in the American Bar Association’s Letter of Credit Subcommittee enabled us to quickly locate a number of resources and precedents and protect our client’s interest.

Energy Industry

Again, in 2008 we handled billions of dollars of credit facilities secured by producing oil and gas properties in most of the oil and gas producing states with support from our Environmental & Energy lawyers, and we continue to be active in the project financing (and now restructuring) of biofuels and other renewables with substantial input and support from Environmental & Energy, Real Estate Development & Investments, Alternative Energy, Business Restructure/Bankruptcy, and Construction.

Lending Across a Broad Spectrum of Industries

We also handled a large number of syndicated lending transactions, both originations and workouts/restructures, of all types and sizes and across a myriad of industries from real estate to energy to media and telecom to cotton and other commodities to construction materials to heavy equipment and to nearly everything in between.

Other lending transactions included secured acquisition and other credit facilities to a residential cabinet manufacturer for a national home improvement store group to an orthopedic brace and related medical device manufacturer to a helicopter maintenance company to large oil refineries to a consumer finance company to a major manufacturer of airplane parts and equipment to a light truck accessory manufacturer to a national carbon dioxide distribution company.


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Borrower Representations

For Winstead’s Corporate, Securities/Mergers & Acquisitions and Real Estate Development clients, as well as those who sought our services independently because of our market knowledge and breadth of experience, we also successfully handled a significant number of borrower assignments as large as $250 million.

We introduced a prospective client to our Sports Business & Public Venues colleagues and, as a result of collaborative efforts, are now assisting the client in seeking additional financing to support its on-going business while it awaits governmental approvals to consummate a sale valued at over a half billion dollars.

Real Estate Finance

In addition to the matters discussed earlier, our former REBIF colleagues have been integral to our expansion into a broader spectrum of real estate financing, including a nine-figure syndicated construction loan for a new Class A building in uptown Dallas, a nine-figure syndicated line of credit for industrial property acquisition and development in California, refinancing and construction loans for properties in Sugarland and Dallas, and workouts and restructurings of large loans for development projects in Central Texas for a Houston homebuilder and in connection with a mixed-use development in New Mexico.

Central Texas Corridor

We are working with lawyers in a number of our offices to help our new colleagues in Austin and San Antonio capitalize on their contacts and existing clientele and to forge new relationships and expand business in the Central Texas corridor. In just a few short weeks after expansion of our San Antonio office, our successes include construction loans for three assisted living centers in various Texas locales, refinancing of an office building in Oklahoma City, a large revolving credit facility, and several borrower and buyer representations. And the best is yet to come.

• Winstead served as general counsel to a Houston area health facilities fundraising corporation. As a result of this representation, the Public Finance Practice Group participated in the restructuring of more than $3 billion of debt this year.

• Currently serving as legal counsel to a coalition of large hotel and real estate companies that own premium hotels and resorts throughout the

government relations

country. During the upcoming legislative sessions, the Government Relations Practice Group will work to amend the Revised Franchise Tax laws to broaden the definition of “cost of goods sold.”

• On the strength of two previous major legislative wins by the Winstead Consulting Group on its behalf, a major international hotel company recommended the firm to a coalition of the nation’s largest hotel owners, led by a hotel/resort-focused real estate company, to seek relief from the Texas margin tax. This marks the third such referral in three years by a client for vital assistance on a multimillion-dollar issue before the state government in Texas, thus continuing the unbroken streak of cross-selling between offices.

• The Government Relations Practice Group has tripled the number of federal matters undertaken for a Houston-based energy company, the third largest publicly traded natural gas delivery company in the United States. In just three years, it has become the 64th largest Winstead client, measured by fee income through June 30, 2008.

As the result of the downgrading of ratings of major bond insurance firms and the disruption of the auction rate securities market:

- Represented remarketing agents in the conversion of auction rate securities to variable rate securities.

- Served as general counsel to nonprofit healthcare organizations in the refinancing of debt enhanced by downgraded bond insurers.

- Served as bank counsel for the issuance of letters of credit to support refinancings structured as variable rate bond issues.

- Served as part of the team representing a NFL franchise in the refinancing of debt enhanced by downgraded bond insurer.

- Assisted issuers with continuing disclosure filing needed due to the downgrading of bond insurers.

• Assisted the second largest city in the state of Texas in passing the largest bond election in the city’s history, and served as bond counsel in the issuance of the first installment of those bonds.

publiC FinanCe


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• Served as the underwriter’s counsel for a unique financing by a regional mobility authority, supported by pass-through toll payments from TxDOT and by payments to be made by the private developer.

• Serving as bond counsel on the lease revenue bond financing of a $257.5 million state prison facility.

• Serving as legal counsel to financial institutions in their acquisition of municipal securities through private placement.

• Advised and assisted a client with restoring its credit rating with the three national rating agencies.

• Served as underwriters’ counsel for a state public finance authority bond issue.

• Part of a team representing the largest airline in the United States, by number of passengers carried domestically, in an airport modernization program.

• Negotiated an extension of a $50 million credit facility for a water utility district.

• Represented a financial institution’s issuing letters of credit for liquidity support and credit enhancement for variable rate debt issued by state agencies, cities, and non-profit corporations.

• Advising client as general counsel to public facility corporation acting on behalf of a city as the owner and manager of a convention center hotel.

• Served as underwriters’ counsel on a number of public school financings.

• Served as bond counsel on the issuance of $55 million in bonds to finance a new jail in the Central Texas region.

• Serving as bond counsel on the financing of medical information technology upgrades in 14 small cities for a regional health consortium.

• Assisted Winstead’s Corporate, Securities/Mergers & Acquisitions Practice Group in advising the developer of a nuclear power plant on the financing of its construction and operating license.

• Underwriter’s counsel in connection with the simultaneous sale and restructuring of a $212 million military family housing project. The restructuring resulted in the downsizing of the project from 2,500 units to 1,800 units and the early redemption of $80 million in outstanding

debt. The restructuring occurred in connection with the sale of the project from one development company to another development company. The transaction was particularly challenging because it involved five-way negotiations among the buyer, seller, United States Army, Royal Bank of Canada (the guaranteed investment agreement provider), and 10 institutional bondholders.

• Underwriters’ counsel in connection with the program development and financing of five lifestyle centers for a military exchange service. The lifestyle centers, which will cost approximately $100 million each, will be located on domestic military bases, including Fort Bliss in El Paso and Fort Sam Houston in San Antonio. The centers will feature upscale shopping, health clubs, movie theaters, and other amenities for soldiers and their families.

The Public & Regulatory Law Group has achieved many notable successes on behalf of Winstead clients. The Group’s practice areas primarily include representing clients before the Department of Insurance, the Banking Department and other Finance Commission constituencies, the Public Utility Commission, the Texas Commission on Environmental Quality and the Railroad Commission.

However, the practice group generally represents clients before more than twenty-five other state agencies as well; we thus have a broad-based administrative and regulatory law capability. Our senior members have a collective 200+ years of experience working with state and federal government policy-makers and agencies. In addition, our insurance practitioners have been ranked “number 1 in Texas in insurance law” by the Best Lawyers in America. Listed below are a few notable matters.

• Represented the seller of a surplus lines group in negotiations and obtaining regulatory approvals in the $200 million transaction.

• Negotiated the agreement for a merger of two life insurers in a $120 million transaction and obtained regulatory approval of the merger.

• Acted as organizational and regulatory counsel in the establishment of a new life insurance group with two life insurer subsidiaries and subsequently representing the group in a private offering.

• Represented a large UK property and casualty insurance group in negotiating a settlement of its obligations under its reinsurance treaty with a U.S. insurer in receivership.

publiC & regulatory laW


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• Successfully represented a major national title insurer and its multiple subsidiaries in a series of hearings before the Commissioner of Insurance dealing with rates, rules and several special issues.

• Represented a number of both life and property and casualty insurers in individual regulatory approval matters involving forms, holding company transactions, rate and financial filings, and investment issues.

• Represented a title insurer and its subsidiary in an enforcement proceeding at the State Office of Administrative Hearings in which the Hearings Officer granted our motion to dismiss a case hotly contested by the Insurance Department, resulting in a complete win for our clients.

• Participated in multiple rulemaking proceedings at various agencies on behalf of clients.

• In conjunction with the Government Enforcement & Regulated Industries Practice Group, our practice group members represented numerous clients in compliance and enforcement matters involving the Insurance Department, Banking Department, Office of Consumer Credit Commissioner, and the Attorney General.

• The Public & Regulatory Law Practice Group has represented the nation’s leading developer of compressed natural gas fueling infrastructure in connection with initiatives by the State of Texas, as well as certain transit authorities and large cities, to demonstrate the positive benefits from the use of CNG technology in fleets of vehicles.

• Over the past year, a team of Winstead lawyers have represented the founders of a communications and utilities company in the negotiation of a development agreement that was signed last month with a Texas municipal power agency. The agreement creates a public-private partnership to develop approximately 4,000 MW of renewable and fossil fired electric power and construct a high capacity transmission line to deliver the power to market with a forecasted total investment in excess of $8 billion. The project calls for the development of wind energy, a biomass plant, natural gas fired peaking units and base-load coal plants. The project will be a leading national development of a balanced fuel portfolio exploring a combination of leading edge renewable and clean coal technologies.

• This negotiation has been a great example of Winstead bringing lawyers with specialized expertise in diverse areas together to help clients succeed in highly complex projects. Lawyers from the Public & Regulatory Practice Group’s Electric Industry Team joined with lawyers from the Corporate and Securities, Public Finance and Litigation teams to help the client structure, negotiate and draft the agreement. The combined team is now helping the client with pulling together the other

resources required by this massive infrastructure project. Winstead will be helping the client plan and negotiate all of the engineering, construction, finance, procurement and related agreements necessary to bring the project to operation. Winstead’s construction, real estate and eminent domain experts will join the team as the project proceeds.

• The Electric Industry Team has represented the state’s largest electric power generation company, which also is the state’s largest purchaser of wind-generated electricity, in the Public Utility Commission of Texas’ ongoing consideration of the growing wind energy industry. The PUCT recently decided to authorize almost $5 billion in new electric transmission facility construction to open the way to the addition of more than 18,000 MW of new wind generation, securing Texas’ role as the national leader in development of wind energy. During the hearing, the client and Winstead team identified the new transmission lines that would most quickly increase the amount of available wind energy, and would assure that the largest number of Texans would have access to that power. The PUCT was asked to give priority to those lines and it has agreed to do so.

• In another interdisciplinary venture, the Public & Regulatory Practice Group is leading the representation of the largest airline in the United States, by number of passengers carried domestically, in an airport modernization program. This project, which looks to cover a number of years, will call upon many areas of the firm’s expertise, including real estate, public finance and environmental law.


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real estate development & investments

• Representing a leading Austin real estate development and investment firm as a new client. Winstead has eight transactions either closed or under contract for the company since February.

• Advising a Texas university in relation to the ground lease of property to a new presidential library foundation and development documentation relating to the library.

• Representation of a San Diego developer in relation to a mixed-use development in the River Oaks district of Houston, Texas comprised of two hotels, apartments, retail, specialty retail, entertainment and for sale condominium uses.

• Advising a Dallas developer in relation to a mixed-use development in Richardson, Texas comprised of townhomes, retail, apartments and for sale condominium uses.

• Representation of a national developer in relation to mixed-use development in Fort Worth comprised of retail, big box and apartment uses.

• Serving as legal counsel to a national developer in relation to mixed-use development in Fort Worth, Texas comprised of apartments, retail, and hotel uses.

• Representation of a San Antonio developer in relation to a mixed-use development on Mustang Island in Corpus Christi, Texas comprised of townhome, hotel, residential and dock uses.

• Assisted a San Antonio developer in relation to a mixed-use development in San Antonio, Texas comprised of hotel, for sale condominiums, apartments, retail, entertainment, educational and office uses.

• Representation of a Dallas-based national air carrier in relation to a public/private transaction involving the modernization of an airport in cooperation with the City of Dallas, including land use, real estate, public finance and construction matters.

• Represented one of the nation’s largest wireless communications service providers in the expansion, management and maintenance of its wireless network infrastructure in Texas, Arkansas, and Oklahoma. This representation involved approximately 400 distinct real estate transactions, including land purchase acquisitions, leases for new communication facilities, communication facility lease amendments necessary for the deployment of wireless technology advances, and communication facility subleases to other wireless service providers.

• Representing a leading international owner/operator of student housing projects as buyer of a to-be-built project consisting of multiple individual cottages at a Texas university with a purchase price exceeding $50 million. In addition to a complex purchase and sale agreement (“PSA”), the transaction involved multiparty agreements between our client, the seller/developer and the construction lender, including agreements relating to the letter of credit being furnished by our client (as buyer) to the seller/developer as earnest money under the PSA, which letter of credit was, in turn, being pledged to the construction lender.

• Representing a large New York Stock Exchange shopping center and real estate investment trust in assembling land, both by ground leases and fee acquisitions for development of shopping centers;


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and assisting in other work relating to such development activities, including negotiating and documenting contracts with engineers, architects and contractors.

• Advising a large New York Stock Exchange real estate investment trust in developing a three-phase mixed-use project consisting of a committed first phase and options on two additional phases. Projected phase one costs are approximately $40 million. If all three phases are developed, estimated costs are approximately $110 million.

• Assisting a national real estate investment trust in two large ground leases to J.C. Penney in connection with the development of two first class community shopping centers.

• Representing a Dallas investor in the sale of a large industrial portfolio of properties located in Jacksonville, Florida.

• Legal counsel to one of the largest non-profit hospital systems in the country in connection with the development of three major medical office buildings on campuses in Dallas, Fort Worth and Plano, Texas.

• Advising a NASDAQ-traded golf equipment company in connection with its corporate facilities, including the negotiation of a 65,000 square foot lease in Plano, Texas for its corporate headquarters.

• Representing a regional bank in connection with branch locations throughout the Dallas/Fort Worth Metroplex.

• Representation of a publicly traded REIT and its parent company in land assemblage and acquisition of property in Grand Prairie, Texas for construction development of a major outlet mall. The work has included real estate, land use, entitlements, tax and entity structure, and the transaction project cost is approximately $175 million.

real estate struCtured FinanCe

• Representation of securitized loan originator in complete restructure of existing mortgage loan into a reduced first lien mortgage loan and a mezzanine loan. Subsequent representation of such party in selling the newly created mezz loan to a third party. The objective for all of this was to create a new, reduced mortgage loan susceptible to being sold.

• Representation of CMBS originator with respect to allegations of breach in representations associated with 2001 securitization.

• Large syndicated construction/bridge loan for the future development of a 161 acre tract in the Dallas/Fort Worth area as a mixed-use project (multifamily, town homes, big box retail and office).

• Negotiated a forbearance agreement and workout with a hotel/entertainment developer for a remodel being completed on a prominent Beverly Hills, California hotel project that was more than $60 million over budget. Negotiations involved borrower, mezzanine lender, participant interest holders and the servicer representing a REMIC trust.

• Analyze existing loan structure for a $121 million debt facility secured by numerous multifamily projects in California currently owned by a prominent owner. The goal is to determine the rights of lender and possible workout strategy in anticipation of possible borrower defaults and take-out risk when the loan matures in 12 to 24 months.

• Numerous agency-based originations (Fannie and Freddie) for apartment complexes and apartment portfolios around the country.

• Advised a national lender in the origination of a $46.5 million portfolio loan secured by an office park located in a suburb of Chicago, Illinois. The loan was structured to accommodate complex transfer rights of the borrower and the right of the lender to bifurcate the loan into an A/B note structure post-closing.

• Represented a bank in the sale of a defaulted first priority mortgage lien loan, the foreclosure of which was enjoined by a TRO granted to the insolvent holder of a subordinate mortgage lien. The sale was financed through seller-financing secured by the loan purchaser’s interest in the defaulted loan and a subsequent first priority mortgage lien upon the purchaser obtaining fee simple title to the mortgaged property.

• Assisted executives of a privately held company with avoiding more than $20 million in tax penalties for parachute payments made in connection with an acquisition of the company.

• Assisted several publicly and privately held companies amend and restate their deferred compensation plans to comply with Section 409A of the Internal Revenue Code.

• Assisted in strategy and implementation of transitioning employee benefit plans for the $600 million acquisition of a public company by a client.

taxation, employee beneFits & private business


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• Assisted major airline with the negotiation of collectively bargained retiree benefits.

• Advised a Catholic Archdiocese with respect to the structure and fiduciary obligations of the Board of Trustees appointed under the retirement plan.

• Assisted a major hospital group with IRS filings to correct operational deficiencies under qualified retirement plans.

• Assisted a major bank group with tax compliance for executive equity and long-term incentive plans.

• Assisted international conglomerate with the employee benefits aspects related to the disposition of domestic subsidiaries.

• Represented a $400 million Land Fund in connection with its formation and joint venture structures for large tract acquisitions in Texas and the Carolinas.

• Provided counsel to a public company in delisting and going private, and represented the same company in creating an incentive management plan generating capital gain instead of ordinary income.

• Represented real estate/financial investment group in connection with finance and joint ventures for development of town square, acquisition of dairy industry treatment facilities, and private offering of real estate investment fund.

• Provided special tax planning relating to disposition of unwanted subsidiaries in connection with $200 million sale of company.

• Provided tax planning and lead representation for onshore oil and gas exploration group in $560 million sale of operating assets to public company.

• Designed and implemented innovative incentive bonus and retention plan funded by self-directed rabbi trust for key employees of onshore oil and gas exploration group.

• Provided tax planning and structuring for buyout and redemption of $80 million in membership and partnership interests of offshore oil and gas exploration and production company.

• Provided tax planning and structuring for $350 million IPO for oil and gas service company involving partial cash out of equity interests by founders.

• Assisted with tax planning and structuring for tax-exempt entities to fund major international mathematical prize through International Mathematical Union.

• Provided tax planning and structuring for major post season amateur football event in Houston, Texas.

• Represented emergency response and HAZMAT company in IRS audit, achieving large net refund from IRS.

• Provided tax planning and structuring for acquisition of private jet in sales tax efficient manner for several privately held businesses.

• Represent several publicly traded royalty trusts on tax matters.

• Provided tax planning and structuring for business investment in professional soccer team.

• Designed and implemented margin tax savings strategies for oil and gas exploration and production companies.

• Represented a continuing care retirement community as corporate counsel for the planning of the project and assisted underwriter and bond counsel in successfully closing a $166 million tax exempt bond financing to fund the project.

• Represented a major homebuilder in the acquisition of numerous subdivisions in progress from its national publicly traded partner.

• Represented related owners of a large family-owned automobile dealership with a restructure of the underlying real estate in a tax-advantaged transaction.

• Advised numerous clients in tax controversy and litigation matters including favorable settlements involving an IRS challenge to an in-kind charitable contribution and a tax shelter arrangement formerly promoted by a national accounting firm.

• Published a significant article in the Journal of Taxation, a national tax publication.

• Served as legal counsel to China-based NYSE company in tax planning for U.S. operations.

• Represented principal U.S. owners of a company engaged in international oil and gas exploration regarding U.S. tax aspects of disposition of their shares in an acquisition by a UK public company.


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Wealth preservation

• Represented a foreign corporation in connection with private equity investment and structuring of U.S. operations for importation of ethanol.

• Represented international oilfield supplier in acquisition of target company, private equity investment, and structure of group.

• Began representation of a U.S.-based entertainment software company in connection with their worldwide tax planning.

• Represented numerous foreign investors in structuring their U.S. real estate ownership.

Winstead’s Wealth Preservation Practice Group is focused on providing sophisticated, innovative and objective legal services for all aspects of our clients’ wealth preservation and transfer. We understand that every client, family, trust and estate is unique, and our attorneys customize their planning to meet each individual client’s needs. To accomplish this goal, we work together as a team, drawing from our collective years of experience to help find the most efficient, cost-beneficial solutions for our clients. We focus on tax-sensitive estate planning, estate administration, trust administration, and family wealth transfer for business executives, professionals, closely held business owners, and other high-net-worth individuals and their families.

Our wealth preservation attorneys work closely with our colleagues from several other areas of the firm, including income tax, corporate, real estate, and employee benefits to handle all facets of our clients’ needs, from typical transfer tax issues to the most sophisticated wealth transfer techniques.

Our attorneys work extensively in tax-efficient planning for transfers of business interests and family investments, as well as in structuring the ownership of new businesses and investment opportunities to build overall family net worth laterally, rather than solely in the senior family member’s generation.

Although tax planning is an important element of estate planning, we believe it must be coupled with the client’s personal objectives in building, maintaining and transferring wealth. In initial meetings with our clients, we strive to understand their goals, as well as their families, assets, liabilities and overall wealth preservation and transfer goals. Only then do we recommend and assist in implementing objective and innovative solutions

Winstead’s Appellate Practice Group, led by two experienced former appellate judges, brings a level of service that our clients deserve and expect. For our clients, Winstead’s appellate practice group has battled:

Plaintiff litigation abuse: A financial services giant’s insurance arm was sued by one plaintiff for one injury, but under eleven different insurance certificates in eleven separate lawsuits. Our client preferred to be in federal court, but the plaintiff, by ingeniously separating the claims, kept the amount in controversy in any one suit under the federal jurisdiction limit. After our client’s motion to consolidate the cases was denied by the state trial court, Winstead’s Appellate Practice Group went to work seeking a writ of mandamus from the appellate court, and won. Winstead now holds the honor, as appears from published cases, of winning the first case in Texas appellate history in which a court of appeals ordered a trial court to consolidate cases.

Serious trial court error: Despite a well-tried case by Winstead’s trial team, an important electrical design contractor was on the receiving end of a potentially economically ruinous trial court decision. Relying on the excellent trial record, the Winstead team won a total reversal in the court of

appellate


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appeals, including a remand to the trial court to enable our client to recover statutory damages and attorneys’ fees.

Loss of significant contract rights: The Texas Supreme Court has rarely permitted a party to avoid private arbitration, though strong arguments are sometimes made that a particular arbitration would not be fair. Winstead’s school district client was misled into agreeing to a private arbitration, though its contracts clearly excluded such private conduct. Winstead’s appellate team successfully defended our client’s contractual rights throughout the appellate process.

On behalf of businesses navigating arcane laws governing local option elections for the lawful sale of alcoholic beverages: Texas laws govern how to petition for and where to call local option elections that determine the local, lawful sale of alcoholic beverages. Winstead’s appellate team has been actively involved in advising a Winstead client on these election laws and actively conferring with Texas’ chief election officer, the Texas Secretary of State, about violations of these election laws. These efforts have enabled Winstead’s client to achieve remarkable success in its petitioning efforts. In addition, the appellate group handled the client’s petition for writ of mandamus in the Texas Supreme Court requesting the Court to provide guidance to the county commissioners court and its election department on how to properly call and hold a local option election. The Supreme Court responded by providing a roadmap for petitioning for and holding local option elections, and cautioning the commissioners court that it must respond when a request for a local option election, as the Supreme Court instructed, is made.

For industry concerns: Winstead’s appellate practice group identifies intermediate appellate court decisions that present serious concerns for Winstead’s clients and their industries. Winstead, through its Friends-of-the-Court briefing practice, gives a strong voice before Texas appellate courts to the concerns of Winstead’s clients. Recently, and of great concern to Winstead’s insurance clients was a court of appeals’ holding that an appraiser, authorized to determine the value of a loss, was also authorized to determine questions of coverage. Standing up for the views of our clients’ industry, Winstead filed a Friend-of-the-Court brief speaking out, strongly, that appraisers are only qualified to determine the monetary value of a loss and not whether the loss is a “covered loss” under an insurance policy. Based in part on Winstead’s voice, the matter is currently being considered by Texas’ high court.

and strategies to help our clients achieve and enhance their goals. Our attorneys’ expertise extends not only to the planning stages of a client’s life, but also to the administration, distribution, funding, tax reporting, beneficial interests and rights, and fiduciary responsibilities involving trusts and estates.

Winstead’s Wealth Preservation attorneys are highly qualified and offer the finest, yet discreet, counsel to our clients. Several of our attorneys are board-certified in estate planning by the Texas Board of Legal Specialization. In addition, our group includes members of the American College of Trust and Estate Counsel. And all of our Wealth Preservation attorneys belong to one or more of the estate planning, probate and transfer tax sections of the American Bar Association, State Bar of Texas, or the Austin, Dallas or Houston Bar associations. In fact, many of our attorneys hold leadership positions within these groups and are also frequent speakers on a wide range of topics relating to their practices, including local, statewide and national engagements, as well as presenting tax-related issues and comments at IRS tax forums and to the U.S. Department of Treasury.

LITIGATION & DISPUTE RESOLUTION DEPARTMENT

Representing clients in commercial litigation is a significant part of Winstead’s practice. Our commercial litigators proficiently leverage the knowledge, resources and experiences of our full-service business law firm. Our litigation team includes more than 100 attorneys. The following is a short list of representative matters we handled during the preceding year:

• Defended a retirement partnership in a fraud case in Zapata County. Obtained a favorable settlement after a damages demand of $4 billion.

• Defending heirs of famed Dallas fortune in Dallas County against

claims alleging tortious interference, breach of contract and breach of fiduciary duty.

• Representing a major real estate firm in a substantial dispute with an international technology company. The case is proceeding in arbitration in London and a trial court in Dallas.

• Defending a national bank and an executive officer in a case alleging breach of fiduciary duty.

• Pursuing arbitration for accounting adjustments of more than $20 million following the sale of a large business.

• Settled two major class actions for a NASDAQ-listed company, previously pending in New Jersey and West Virginia.

• Obtained dismissal of a long running class action for a NASDAQ-listed company after several trips to the New York appellate courts.

• Partial settlement of class action in which the firm represented an out-of-state national retailer listed on the NYSE. Claims made involved collection of Texas sales taxes.

• Obtained favorable summary judgment for a publicly traded financial services company in a case brought by the beneficiaries of a trust. The trustee asserted our client was a responsible third party. The case is now on appeal and could be a case of first impression on these issues.

• Representing a national bank and related entities in investigating

and assessing risks arising from the offer and sale of “auction rate securities.”

• Defending senior executives of a large investment firm in multidistrict litigation involving allegations of market timing and other practices.

• Serving as legal counsel to a Houston-based pharmaceutical company in a class action claiming breach of fiduciary duty and other claims arising from a failed merger.

• Represented a limited partner in a derivative action involving partnership organized to acquire paper mill and related properties.

• Ongoing representation before Texas State Securities Board (and in related spin-off litigation) of former principal of company that offered and sold investments in life settlement pools.

• Served as local counsel in Montgomery County, Texas for the largest railroad network in the United States in a dispute over a tax allocation agreement.

• Upheld through appeal to Maryland’s highest court a $22 million judgment for a publicly traded financial services company. Follow-up case now active in Connecticut, asserting alter ego and fraudulent transfer claims against judgment debtors and controlling and related parties.

• Defended several cases attempting to stop our client from drawing on a $4 million letter of credit securing a $22 million loan extended to the plaintiff’s brother. The letter of credit was successfully drawn.

• Defended claims asserted by an obstetrician against a healthcare

services provider for breach of contract, tortious interference, discrimination and other business torts. After obtaining favorable rulings in pretrial motions, case favorably settled for client.

• Defended a surgery center against securities claims asserted by one of its physician/investors.

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The Construction Practice Group continued to expand its statewide and national profile in 2008. Winstead’s construction lawyers assisted clients on projects and in litigation in and outside of Texas. In addition to the representative matters listed below, Winstead’s construction lawyers continued their leadership of the Texas State Bar Construction Section. Robert Bass, Chair of the Section stepped down in 2008 and Michelle Rieger assumed the leadership of the Section for 2008-9.

ConstruCtion

Transactions:

• Drafted and negotiated architectural agreements and construction contracts for a variety of multifamily, condominium and mixed-use projects in San Antonio, Dallas, and Fort Worth, Texas; California and Washington D.C.

• Represented various developer clients in drafting and negotiating construction contracts, including a luxury condominium tower in the Dallas Arts District, large mixed-use project in Fort Worth, Texas and a hotel construction in Georgia.

• Negotiated construction contracts and architect agreements for a housing authority for three large public housing projects.

• Prepared construction contracts for infrastructure for large residential development in the Clear Lake, Texas, area.

• Represented a Texas student association in drafting and negotiating a $71 million construction contract for master-planned continuing care retirement community and separate $12.5 million construction contract (with different contractor) for 41 villas for the project.

• Represented a national construction company in drafting and negotiating a $65 million construction contract for condominium project in Austin, Texas.

• Represented national construction company in negotiating a $360 million construction contract for a major hospital in Houston, Texas.

• Developed “template” forms for a national REIT construction project for investment “Fund” financed projects.

• Represented a national REIT in drafting design and construction contracts for two multimillion dollar fund financed multifamily residential projects.

• Drafted and negotiated more than 30 design and construction contracts for major projects (between $2 million and $15 million) and more than 50 design and construction “master” agreements and project authorization agreements for a national REIT.

• Assisting a large regional construction company in winding down business and closing out multiple projects for subsidiary.


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Litigation:

• Representing a large resort developer in $3.5 million structural defect case at a resort community outside of Fort Worth, Texas.

• Advising a developer in architectural disputes involving a California winery.

• Represented an EPC contractor for a California power plant in a successful, multimillion dollar settlement of California litigation and related claim by the EPC contractor against a subcontractor for supplying defective and out-of-specification equipment. The subcontractor settled shortly before trial for the full amount of the claim and all attorneys’ fees incurred by client, plus interest.

• Working with EPC contractor for an Arkansas power plant in a multimillion dollar dispute against a subcontractor and its surety arising from defective work.

• Representing a housing authority in dispute against developer and contractor arising from late delivery and defective work on a public housing project.

• Serving as legal counsel to the largest city in the state of Texas in a dispute with a subcontractor and its surety arising from the termination of that subcontractor on wastewater treatment plant public project.

• Representing an EPC contractor for anaerobic wastewater treatment facility for a large beer distillery in California in dispute with project owner.

• Advising a general contractor in litigation and arbitration proceeding against public entity owner arising from claims related to construction of fire station.

• Assisting a major university in litigation against a national contractor and architect over construction and design defects at multimillion dollar, on-campus building.

• Representing a condominium developer in construction defect litigation against contractor.

• Working with international fixture supplier in litigation against national construction company.

• Represented developer in dispute with golf course contractor.

2008 has been a busy and productive year for the Energy & Environmental Practice Group. In the environmental area, we added Dan Vineyard as a shareholder from the Baker Connelly firm. Dan served as senior counsel in the environmental area at Chevron for many years, handling or supervising much of its Superfund work. Dan’s addition adds significant environmental depth and expertise to The Woodlands and Houston offices, and he has been hired to handle several large Chevron Superfund cases. In the Energy area, we added Gary Compton as a shareholder in our Austin office. Gary splits his time between our group and the Public & Regulatory Practice Group. Gary has a vast amount of energy experience, formerly serving not only as counsel to the Texas Railroad Commission, but also on the interstate Oil and Gas Compact Commission. In Houston, following Greg Mathews’ transition to Chevron, we recently added Tracy Walne and Kate Willyard to our Energy Practice Group. Tracy has more than 30 years of experience in handling oil and gas transactional work for an extended portfolio of oil and gas clients. Tracy, assisted by Kate, also does bank financing and title work for energy and banking clients.

Winstead’s Energy & Environmental Practice Group wins big arbitration for the third largest global energy companyOn August 22, 2008, an arbitration panel handed down a 65-page opinion holding that our client, the third largest global energy company, had no contractual obligation to indemnify an international oil and gas company for tens of millions of dollars in environmental clean up costs at 22 gas plants and other industrial sites that were jointly sold for $3.75 billion in 2000. Winstead successfully tried this arbitration for our client before a panel of 3 arbitrators. The contractual indemnity language between our client and the oil and gas company involved in this arbitration was approved by one of the principal in-house merger and acquisition lawyers, and is identical to the language included in three subsequent purchase and sales agreements under which our client subsequently sold additional producing properties. Therefore, the arbitrators’ decision in favor of Winstead’s client will likely be dispositive of the plaintiff’s environmental indemnity claims against our client under all three of those other contracts. One thing that makes this victory so sweet is that in an effort to put pressure on the defendants to settle, the plaintiff voluntarily reported to several governmental agencies during the course of the arbitration that several of the sites needed to be cleaned up at our client’s expense. Now, the plaintiff has to clean them up at its sole cost!

Winstead Obtains Favorable Judgment for the world’s largest oil and gas corporationThe Energy & Environmental team obtained a favorable judgment for the world’s largest oil and gas corporation. The case involved

energy & environmental laW


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a large explosion at our client’s refinery in Baton Rouge, Louisiana. Approximately 6,000 residents sued our client under a negligence and strict liability theory (the old strict liability standard – pre-1996). This strict liability standard is an extremely tough standard for owners, but in a bifurcated trial in Louisiana, Winstead was able to convince the judge that our client had not acted negligently, and more surprisingly, that our client was not liable for the explosion, even under the pre-1996 law. With no liability, the causation and damage issues were not tried.

Winstead’s Government Enforcement & Regulated Industries Litigation Practice Group’s impact continues to grow. The practice group was formed in 2007 to respond to the stepped-up efforts by government officials and regulatory agencies to enforce consumer protection statutes and industry regulations. The expertise of the practice group is what sets us apart from other Texas law firms. Below are examples of matters the group handled in 2008.

Private Investment Mining Group: A major private investment firm, specializing in metals mining and processing, called on Winstead to assist with battling for control of certain assets of a mining firm in bankruptcy. The battle has been raging on multiple fronts. In addition to calling on Winstead’s bankruptcy, restructuring, and environmental practice groups, our client needed help with both the Texas Attorney General and the U.S. Department of Justice. That brought in the Government Enforcement & Regulated Industries Litigation Practice Group. Though represented by national counsel, it was Winstead’s combined efforts that ultimately led to our client’s concerns finally being addressed by the Department of Justice.

Food Industry: Winstead represents a number of restaurant enterprises, and this year’s salmonella scare brought them great concern. One of our clients, though not the target of any investigation, was singled out and asked for all its customers’ credit card receipts so that the health department could make random calls to customers about their eating habits. Caught between statutes requiring restaurants to cooperate with the health department and statutes requiring them to protect customers’ personal information, our client received the immediate intervention of Winstead’s team that included the Government Enforcement & Regulated Industries Litigation Practice Group. Working nearly non-stop over a weekend, a successful resolution satisfying both the health department’s and our client’s concerns was reached.

government enForCement & regulated industries litigation


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Down Payment Assistance Providers: Winstead’s Government Enforcement & Regulated Industries Litigation Practice Group successfully sought an order in U.S. District Court for the District of Columbia preliminary enjoining the U.S. Department of Housing and Urban Development’s October 2007 regulation that would decimate housing down payment assistance programs sponsored by, among others, our clients—two faith-based organizations, a Mobile, Alabama community ministry and an Austin, Texas Baptist church. The U.S. District Court later invalidated the HUD regulation, finding HUD’s explanation for the regulation reflected a lack of reasoned decision-making and therefore violated the Administrative Procedures Act.

Title Insurance: Winstead’s Government Enforcement & Regulated Industries Litigation Practice Group represented a major title insurance underwriter and its affiliate in a hotly contested enforcement action by the Texas Department of Insurance (TDI). TDI sought stiff penalties against the companies for charging Texas consumers for mortgage lien release services. TDI contended Winstead’s clients were double charging consumers because the lien release services were part of “closing the title transaction” and therefore already included in the base title insurance premium. The State Office of Administrative Hearings’ judge held otherwise, agreeing with Winstead’s legal briefing that the charges were entirely proper. The court’s opinion provides clarity to the title industry on what services are included in “closing the title transaction.”

Direct Marketing: Winstead successfully represented a national direct marketing company in an investigation by the Texas Attorney General over alleged deceptive trade practices with respect to the client’s direct mail and internet advertising. Winstead’s Government Enforcement & Regulated Industries Litigation Practice Group worked with the client to cooperatively resolve the Attorney General’s concerns. The investigation ended favorably without a penalty or finding of wrongdoing.

Automobile Insurance Agents: Winstead’s Government Enforcement & Regulated Industries Litigation Practice Group successfully represented a collection of general agents who helped manage “Non-resident automobile insurance” programs providing coverage to Mexican residents driving vehicles licensed in Mexico and traveling in the United States in overturning an ex parte cease and desist order issued by the Texas Department of Insurance. The order found that the agents had engaged in fraudulent acts and the unauthorized business of insurance. After examining the evidence presented and the applicable law, an Administrative Law Judge determined the Commissioner’s ex parte emergency cease and desist order should be set aside in its entirety.

Prosecution

In 2008, Winstead’s Intellectual Property Practice Group (IP Practice Group) handled agreements for patent work for eight of Texas’ leading universities and medical institutions, totaling $900,000. Below is a short overview of the types of clients we assist with prosecution matters. In the area of biotechnology, the IP Practice Group represents many leading companies and universities, including:

• An emerging specialty pharmaceutical company • A leading Texas college of medicine• A developer of advanced pain management systems• A biopharmaceutical company focused on drug discovery• A biopharmaceutical manufacturing company• A life science technology developer• A research-based technology developer

In the area of nanotechnology, the IP Practice Group represents:

• One of the nation’s leading cancer centers• A leading aerospace company (new materials)• A thermoelectric devices company (conversion of thermal energy

into electrical energy-ETF award recipient from state of Texas)• Many other leading medical and educational institutions

In the area of energy (clean/alternative/renewable), the IP Practice Group represents:

• A technology development company that works in the discovery and generation of natural gas

• A research and development firm that is creating new and improved separation technologies for the petroleum, petrochemical, environment and power generation industries

• A provider of energy efficiency and renewable energy solutions for homes and businesses

• An international provider of tubular technologies for drilling and completions

• A leading oilfield services company supplying technology, integrated project management and information solutions

• A company focused on providing commercial alternatives for traditional fossil fuels

intelleCtual property

Transactions

Winstead’s IP team handled two complex, million-dollar-plus transactions for a large software company based in Frisco, Texas. The deal was the result of a 24-7 effort over the last 80 days, put forth by a Winstead team made up of a “multi-practice group” that included 35 attorneys, patent agents and paralegals.

Litigation

IP litigation has been exploding over the past year for the firm. Winstead’s Houston office has three major ongoing patent cases, two in Houston in the southern district, with an additional companion trade secret case in Houston district court and related proceedings in Boston, Massachusetts. In addition, there is a trademark case on behalf of a luxury automaker being handled in tandem with Houston litigation attorneys, and several copyright and trademark disputes. Below is a short sample of the types of IP litigation clients we have been representing:

• One of the top-rated online insurance companies• A leading developer of digital voice technology• A large commercial fencing company• A leading global network marketing company that provides health

and wellness solutions • A California-based, high quality golf equipment manufacturer• A leading manufacturer of innovative law enforcement mobile

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• Resolved contentious litigation against one of the firm’s largest clients, resulting in a take nothing judgment for the plaintiff, and recovery of fees for the client.

• Retained by large, national retailer based in California to defend several charges filed with the Equal Employment Opportunity Commission and other employment-related matters.

• Retained by a global leader in energy trading and risk management solutions to handle more than 30 immigration files.

• Defended large, international oil company in several union-related disputes.

tort & insuranCe litigation

• Defended an insurer of an oil field service company that was sued after nine people died in an explosion of oil field waste material at an Angleton, Texas, waste reclamation facility. The plaintiff claimed it was an additional insured under the defendant’s policy, and that the pollution exclusion did not apply. The district court ruled in favor of our client on both issues (The plaintiff was not an additional insured; the pollution exclusion did apply), and the court of appeals affirmed on the basis of the pollution exclusion, letting the district court’s decision on the additional insured issues stand. The court of appeals’ opinion contains a long discussion about the pollution exclusion and its various terms and provisions.

• A unanimous Texas Supreme Court held that Winstead’s client, a building supply company, was entitled to a defense under a policy in an unsettled area of Texas law. The question is one of trigger: what events or damage is sufficient to require a liability insurer to provide a defense to and indemnify its insured? Older Texas and fifth circuit cases suggest that the insurer whose policy covers the point in time when the damage “manifests” itself must defend; newer authority gives the duty to all insurers during the period of time when the damage “occurs,” whether or not it has manifested itself. This is a very important issue and one that was unsettled in Texas.

• Winstead successfully defended our client, one of the world’s largest retailer of home improvement and construction, against a complex nonsubscriber employee injury suit that lasted more than two years. The plaintiff claimed he was blinded and suffered a series of debilitating strokes due to the negligence of a fellow employee. The Winstead team filed a motion for sanctions and requested the case be dismissed and that the plaintiff and his lawyers be ordered to pay our client the defense costs and attorney’s fees. The court heard Winstead’s Motion to Dismiss argument and, shortly thereafter, plaintiffs agreed to dismiss their claims without prejudice. This was a huge victory for our client.

• Successfully defended a trucking and transportation company in a trial in Federal Court in Sherman, Texas. In a case that involved a head-on collision and an 18-wheeler, the jury found there was no negligence on behalf of our client.

• Winstead obtained a significant victory for an insurance client in the Dallas Court of Appeals. The case involved an insurance coverage question concerning policy exclusions based in construction defects

labor, employment & immigration

and property damage. The court held that our client owed no duty to share costs paid by another carrier in defense or settlement of claim where the insurance company contended it did not provide coverage. The trial court below initially held in favor of our client and later changed its ruling based upon a Dallas Federal District Court ruling that has now been overturned.

• Defended a large insurance carrier in Indiana against claims of breach of contract and bad faith. We were able to resolve the case for a great settlement. Winstead was also successful in defeating claims made by

others who claimed to have an interest in the policy and the insured in Indiana state court which was affirmed on appeal.

• We have successfully resolved a number of cases for favorable settlements and have assisted the client in formulating policies and procedures for handling and preventing future claims, and developing a process for early review and resolution of future claims.

• Representing a nursing home group this year against claims of both employee injury and wrongful death claims by the families of residents.


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the FirmWinstead PC celebrates its 35th Anniversary.

Greg Erwin was named managing shareholder of Winstead’s Houston office. Greg succeeds Ross Margraves, who served as Winstead’s Houston office managing shareholder for seven years.

Dallas Shareholder Roland Love was elected to Winstead’s Executive Committee. Roland replaces Bob Fisher who left Winstead to become general counsel for Winstead’s top 100 client, Camden Property Trust. Roland chairs the Real Estate Litigation sub-practice group and is known for his strong leadership skills and dedication to the firm and its clients.

Winstead elected Justin Presnal as shareholder. Justin is a member of the Appellate Practice Group in Houston.

Winstead created a scholarship program targeting first-year, top minority candidates at three Texas law schools. Each scholarship includes a one-time grant of $20,000 and a position in the Winstead Summer Associate Program. Unique to this scholarship award is that a portion of the grant ($2,000) is presented to each scholarship recipient’s student interest group of choice

Houston Shareholder Stewart Whitehead was named chair of Winstead’s Construction Practice Group.

The Woodlands office relocates to 24 Waterway Avenue on The Woodlands Waterway. The new location further enhances Winstead’s reputation as a leading law firm in The Woodlands, the Houston area and throughout the country.

The Financial Industry Group launched the firm’s first Web blog, toughtimesforlenders.com. The leading writers include Mike Baggett, Keith Mullen, James Ruiz and Lou Strawn.

The new Web casts, available on the Appellate Practice Group page of winstead.com, give Winstead the opportunity to demonstrate the strength and expertise of the firm’s Appellate Practice Group’s attorneys as they represent recent cases before the Supreme Court of Texas.

honorsTexas Lawyer: Winstead 10th largest law firm in TexasWinstead was ranked 10th largest law firm in Texas by Texas Lawyer.

Chambers & Partners USA Guide: America’s Leading Business Lawyers Seventeen Winstead attorneys from seven different practice areas (Real Estate, Finance & Banking, Immigration, Environment, Construction, Tax and Insurance) ranked as some of America’s leading business lawyers.

Go-To Law FirmClients Comerica Inc. and AEGON USA, Inc. nominate Winstead as a Go-To Law Firm for Leading Financial Services Companies.

Dallas Business Journal: Best Real Estate Deals of the Year In February 2008, the Dallas Business Journal presented the Best Real Estate Deals of 2007. Several Winstead projects were selected, including: Comerica Inc., Bank of America, Museum Tower, The Presidio, Victory Park (Phase II), and The Villages at Fairview and Allen.

proFessional exCellenCe

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Who’s Who Legal: Texas 2008Eleven Winstead attorneys were recognized as Texas’ leading business lawyers in Who’s Who Legal: Texas 2008. A list designed to be a resource for clients seeking legal counsel, Who’s Who Legal: Texas lists 552 of the state’s leading private practice lawyers across 24 distinct areas of law.

Texas Lawyer: Summer Associates SurveyWinstead ranked #2 and #3, respectively, for the percentages of women summer associates and minority summer associates, according to a survey of the top 25 Texas law firms.

The Best Lawyers in America 2008Sixty-four Winstead attorneys were selected through a peer-review survey of top attorneys in the country. Of more than 1,400 law firms with attorneys listed in Best Lawyers, Winstead ranked #1 in Texas in Insurance Law with 6 attorneys listed, #1 in Texas in Real Estate Law with 18 attorneys listed, #1 in Dallas in Real Estate Law with 8 attorneys listed, and #1 in Houston in Real Estate Law with 9 attorneys listed.

Texas Monthly: Rising Stars Twenty-four Winstead attorneys were named Rising Stars. Only 2.5 percent of Texas attorneys receive this honor each year

DMagazine Eleven Winstead lawyers named Dallas’ top lawyers in D Magazine.

D CEO MagazineD CEO magazine named Noelle Garsek a Rising ThirtySomethings in Commercial Real Estate.

H Texas MagazineSixteen Winstead lawyers named Houston’s Top Lawyers in H Texas Magazine.

Pete Winstead honored with the W. Neal Kocurek Legacy Award in recognition of his tremendous contributions to the civic and business communities of central Texas.

Clyde Parker named chairman of The South Montgomery County Woodlands Economic Development Partnership.

Ross Margraves appointed to a 3-year term on the Board of Visitors at Texas A&M University’s Galveston Campus.

Harry Joe selected for the 2008 Minority Business Leader Awards by the Dallas Business Journal.

Denis Braham named one of Lawdragon’s 100 Managing Partners You Need to Know.

Joel Reese named Top Business Defender by the Dallas Business Journal.

Mark Johnson elected to serve as one of four trustees for American Performance Funds.

Governor Rick Perry announced his re-appointment of Craig Enoch to the Texas Judicial Districts Board.

Tom Hutcheson elected to Advisory Board of the Boy Scouts of America.

Talmage Boston selected to serve on Advisory Board of Maguire Center for Ethics and Public Responsibility; and the Texas State Bar Board of Directors.

Stewart Whitehead elected chair of Meals on Wheels and More Board of Directors.

Mike Cook elected to American Law Institute.

Austin Business Journal named Mary Keller a Profiles in Power Finalist.

Talmage Boston received his fourth State Bar of Texas Presidential Citation.

Dallas Shareholder and Texas Representative Dan Branch selected to join Dallas Mayor’s Task Force and appointed to the Legislative Budget Board by Speaker Tom Craddick.

Justin Hoover was accepted into the 2008-2009 Leadership Class of Fort Worth and was named as chair of the Southwest Regional Board of the Make-A-Wish Foundation of North Texas.

The YMCA awarded James Ruiz with the Gerald T. Olson Distinguished Service Award.

Rebecca Massiatte appointed to serve on the Laws Relating to Immigration and Nationality Committee.

Alex Valdes accepted into 2009 Leadership Austin Class.

Koy Killen co-founded and was elected chairman of the Tarrant County Bar Association Energy Section.

Elliot Clark elected as the vice-chair of the Construction Section of the Austin Bar Association.


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diversity Committee report


Diversity is an essential ingredient of Winstead’s culture and success. Our firm and our firm’s leadership team are strongly committed to the recruitment, retention, development and advancement of men and women of all backgrounds so that our workforce reflects the diversity of our clients and our communities. This commitment to diversity applies to our attorneys, staff and to the selection of our business partners and vendors.

For the past two years, Winstead has refocused its efforts and resources to achieve meaningful increases in diversity within our firm. And although we are proud of our progress, we recognize that we must continue to set new goals and expand our efforts. We appreciate our attorneys who have contributed to the success of our diversity efforts. We are looking forward to continued success in the years to come.

Listed below are a few noteworthy accomplishments for 2008.

• DiversityScholarshipProgramIn 2008, the firm launched the Winstead Juris Doctor Scholarship program targeting first-year top minority candidates. The inaugural recipients included Aida Wondwessen (Southern Methodist University), Sameer Saxena (University of Houston Law Center) and Suparna Salil (University of Texas School of Law). Each of the Winstead scholarship recipients will receive a one-time grant of up to $20,000 and a position in the 2009 Winstead Summer Associate Program.

• Women’sAllianceWinstead’s Women’s Alliance is continuing to move forward with its goals and plans that were set in 2007. In May 2008, the Women’s Alliance hosted three landmark business development and networking events for firm clients in Austin, Dallas and Houston.

The events were designed to promote business development and networking opportunities for both clients and the Women’s Alliance.

• KeyDiversityInitiativesThrough the efforts of the Diversity Committee, we have systematically implemented activities such as monitoring case assignments for participation of diverse attorneys; skill strengthening and mentoring for all attorneys; introducing diverse attorneys to key clients for fostering lasting relationships; and revision of Winstead’s alternative work policy, mentoring program and assignment systems.

Because diversity requires not just ideas, but action and support, Winstead actively participated this year in a number of key organizations and events including:

- Jackie Robinson Foundation Scholarship Co-sponsor - Texas Minority Counsel Program - Minority Corporate Counsel Association - Asian American Bar Association of Houston - National Bar Association Convention - Hispanic Bar Association of Houston President’s Day - Houston Association of Black Journalist Gala - Houston Diversity Council (Winstead is a founding member) - Tomorrow’s Attorneys Pipeline Program

Teresa SchneiderChair, Women’s Alliance

Tom ForestierChair, Diversity Committee

Bill Ramey of the Houston and The Woodlands offices appointed to the Austin Alliance Steering Committee, an affiliate of the Rice Alliance.

Harry Joe made the 2008 International List of Who’s Who of Corporate Immigration Lawyers.

Jeff Burbach was elected to the Board of Directors for South Montgomery County Woodlands Chamber of Commerce.

Tom Forestier was appointed general counsel/chairperson of the legal committee for the Houston Golf Association.

Roland Love elected to the Council for the Real Estate, Probate, and Trust Law Section of the State Bar of Texas.

Michelle Rieger elected chair of the Construction Section for the State Bar of Texas.

Mike Baggett elected chairman of the Fellows of the State Bar of Texas Foundation.

Jay Madrid named chairman of the Fellows of the Dallas Bar Foundation.

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Community relations report

Committed to our Communities Winstead’s commitment to serving our communities dates back to the firm’s inception. We support our communities by providing pro bono legal assistance to low-income individuals and non-profit organizations, supporting charitable organizations, volunteering our time as board members and assisting with fundraising projects. Some of the organizations Winstead proudly supported in 2008 include:

AEGON FoundationAmerican Cancer SocietyAmerican Diabetes AssociationAmerican Heart AssociationAmerican SIDS InstituteArthritis FoundationAttorneys Serving the CommunityAustin Children’s MuseumAustin Museum of ArtBoy Scouts of AmericaBoys & Girls Clubs of the Capital AreaBrock ElementaryCancer FoundationCandlelighters ChildhoodCaptain Hope’s KidsCASAChildren’s Justice ProjectColorado River FoundationCook Children’s Health Care SystemCrystal Charity BallCystic Fibrosis FoundationDallas Center for the Performing ArtsDallas OperaDallas Symphony OrchestraDallas Theater CenterDallas Zoological SocietyDisabled American VeteransDowntown DallasEl Paso Symphony Orchestra AssociationEntrepreneur’s Foundation - Freedom DayEugene Field Elementary SchoolFort Worth Museum of Science and HistoryGreater Dallas Council on Alcohol & Drug AbuseHabitat for HumanityHeritage Society of AustinHidalgo Foundation of Bexar CountyHill Country ConservancyHouston Grand Opera

Houston Livestock Show and RodeoInterfaith of The WoodlandsJackie Robinson FoundationJewish Community Center of DallasJohn H. Reagan Elementary School – DallasKids Who Care, Inc.Lone Star Girl Scout CouncilLyric Opera of AustinMake-A-Wish FoundationMarch of DimesMeals on Wheels and MoreMedina Valley ISD Education FoundationMuscular Dystrophy AssociationNational Multiple Sclerosis SocietyPartners in Education- Travis Heights ElementaryPaws for PatriotsPost Oak Family YMCAPromise House, Inc.Pulmonary Hypertension AssociationRainbow DaysRonald McDonald HouseSER Jobs For ProgressSouth Montgomery County YMCASPCASpecial OlympicsSt. Jude Children’s Research HospitalState Fair of TexasSusan G. Komen for the CureTexas Alcoholism FoundationTexas Community Building with Attorney ResourcesThe Helping Hand for ChildrenThe Leukemia & Lymphoma SocietyThe Woodlands Arts CouncilTITASTwilight Wish FoundationUnited Way of AmericaVICTORY BoardVolunteer Legal ServiceWest Austin Youth AssociationWomen Helping WomenWoodlands Rotary ClubYMCA

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pro bono report

Winstead greatly supports the right to legal representation, especially access for the less fortunate, marginalized and disadvantaged. Our attorneys, paralegals and legal assistants donate numerous hours each year to a wide variety of organizations and individuals.

Leaders in the Community:The following is a list of organizations in which Winstead attorneys currently serve as pro bono general counsel or legal counsel or special counsel for projects.

Academy of Medicine, Engineering and Science of TexasAsian American Forum, Inc.Avalon Place Property Owners’ AssociationBig Brothers Big Sisters of Central TexasBritish American Business Counsel - DFW FoundationCatholic Charities of the Archdiocese of Galveston-HoustonContact CrisisDallas Lutheran SchoolDallas Regional ChamberDallas Symphony OrchestraDallas Tennis AssociationDallas Texans Soccer ClubDallas/Fort Worth Hospital Council DaVinci SchoolDIAL - Developing Independent Adult LivingDispute Resolution Services of Tarrant County, Inc. Family EldercareFirst Tee of DallasForest Heights Neighborhood Development CorporationFoundation for Arlington YouthFUNED, HondurasGrace Church FriscoGreater Dallas Chamber Young ProfessionalsGreater Houston Convention and Visitors BureauHarris County Healthcare AllianceHarris County Precinct OneHelping Hand Home for ChildrenHouston Golf AssociationHouston International Seafarers’ CentersHouston Livestock Show and RodeoHouston SPCAHouston Super Bowl XLVI Bidding CommitteeHouston Technology CenterJesuit College Preparatory School Young Alumni AssociationJewish Federation of Greater HoustonJoe Sample Youth Organization, Inc.Kardivas, Inc.KIPP, Inc. (Knowledge is Power Program)Legal Aid of Northwest Texas

LifeWorksLutheran High School Association of San AntonioMaria Kannon Zen Association, Inc.Meals on Wheels and MoreMercy StreetMuseum of Nature and Science - Dallas, TexasNCAA 2011 Men’s Final Four - Local Organizing CommitteeNorth Dallas Chamber of CommerceNorth Houston Catholic High SchoolNorth Texas Super Bowl XLV Host CommitteeNorthwest Assistance Ministries, Inc.Plano Children’s TheaterPrison Entrepreneurship ProgramProvidence Homes DallasReal Estate CouncilRegents School of AustinSalesmanship Club of DallasSam Houston Area Council Boy Scouts of America.Sininian DevelopmentSt. Michael Catholic Church-HoustonSusan G. Komen for the CureTexas Corinthian Yacht ClubTexas Scottish Rite Hospital for ChildrenTexas Urban Forestry CouncilThe Woodlands Children’s MuseumThe Woodlands Waterway Arts CouncilUniversity of Texas SystemUplift EducationWinston SchoolYET Centers of HoustonYMCA of AustinYoung Widow - Chapter Two

Legal Aid Organizations:Several Winstead attorneys volunteer for various legal aid organizationsthat are instrumental in preserving “equal access to justice.” Some ofthese organizations include:

Dallas Volunteer Attorney ProgramDallas Urban Land Bank ProgramCourt Appointed Special Advocates (CASA)Houston Volunteer Lawyers ProgramLegal Aid of Northwest TexasTexas C-BarVolunteer Legal Services of Central Texas

For more questions regarding Winstead’s pro bono legal assistance, pleasecontact John Reenan, at 214.745.5109 or [email protected].

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leadership Winstead

Tracey R. Scoggin

David F. Staas

John Mark Stephens

Alex S. Valdes

Kathryn S. Kildebeck

Robert J. Montoya

Joseph P. Regan

Brooke J. Reynolds

Kyle R. Watson

Congratulations to the members of Leadership Winstead 2008. And special appreciation to the coordinating shareholders of Leadership Winstead 2008, Cheryl Crabbe and Mike Johnson.

Leadership Winstead is a program designed to reward those associates in the firm who have demonstrated a high level of leadership, loyalty, and work ethic by (a) further developing in those associates the core values and history of Winstead; (b) exposing associates to the business side of the firm; (c) developing our associates’ leadership potential and skills; and (d) enhancing our associates’ overall experience with the firm. Senior shareholders assist by developing an agenda for interactive programs on various topics. The associate members and shareholder advisors meet formally once a month with more informal settings throughout the year.

Members of Leadership Winstead 2008 include:

Cheryl Cain Crabbe – Coordinating Shareholder

Michael B. Johnson – Coordinating Shareholder

Paige Ingram Castañeda

Greta E. Goldsby

25

neW attorneys

Timothy H. Bannwolf – ShareholderSan Antonio, Finance & Banking

Kathryn Blackney – AssociateHouston, Real Estate

Catherine E. Bright – AssociateDallas, Wealth Preservation

Ryan Bush – AssociateDallas, Commercial Litigation

Polin Chieu – AssociateHouston, Intellectual Property

Gary D. Compton – ShareholderAustin, Public & Regulatory Law

Kathy M. Connelly – AssociateHouston, Wealth Preservation

Michael C. Danforth – AssociateDallas, Taxation, Employee Benefits & Private Business

Ryan Dickerson – AssociateDallas, Real Estate

Tony Eppert – Of CounselHouston, Taxation, Employee Benefits & Private Business

Elaine Flores – AssociateDallas, Finance & Banking

Greta G. Goldsby – AssociateAustin, Finance & Banking

Emily Herbster – AssociateHouston, Commercial Litigation

Barrett R. Howell – AssociateDallas, Corporate, Securities/Mergers & Acquisitions

David Lovell – AssociateDallas, Intellectual Property

Matt Mattson – AssociateDallas, Intellectual Property

Stuart McMahen – AssociateHouston, Corporate, Securities/Mergers & Acquisitions

Seth McNew – AssociateDallas, Real Estate

Jennifer Messer – AssociateDallas, Corporate, Securities/Mergers & Acquisition

Allen Moon – Staff AttorneyDallas, Intellectual Property

Chris Murphy – AssociateAustin, Corporate, Securities/Mergers & Acquisitions

Thomas W. Oliver – Of Counsel Dallas, Corporate, Securities/Mergers & Acquisitions and Taxation, Employee Benefits & Private Business

Kirk D. Rasmussen – ShareholderDallas, Public & Regulatory Law

Kristina Fumiko Rollins – AssociateAustin, Public & Regulatory Law

Gracie Saenz – ShareholderHouston, Government Relations

Laura Schultz – AssociateDallas, Business Restructuring/Bankruptcy

Sunita Shirodkar – AssociateHouston, Labor, Employment & Immigration

Brian Short – ShareholderDallas, Real Estate Structured Finance

Louis Stoler – ShareholderHouston, Finance & Banking

Daniel E. Vineyard – ShareholderThe Woodlands, Energy & Environmental Law

Walter H. Walne III – Of CounselHouston, Energy & Environmental Law

Marshall T. White – Of CounselHouston, Public Finance

Benjamin Wickert – AssociateHouston, Commercial Litigation

Katherine A. Willyard – Staff AttorneyHouston, Energy & Environmental Law

Our Strategic FocusWe are a full-service business law firm built on strong Core Values. Teamwork, intensity and excellence are indisputable principles. Our diverse and extraordinary practice and industry groups complement each other and work together to achieve our overriding goal: To provide superior legal services and value to our clients in a demanding business environment. We do so by understanding their businesses and industries as an extension of their team. Their successes are our successes.

To provide quality legal services to our clients in an unpredictable global economy, we must strategically build and enhance the business base of our firm. In furtherance of this goal, we will develop, maintain and leverage our dominant core competencies in industries where we are market leaders, particularly with respect to real estate and financial services. At the same time, we will explore and, where appropriate, continue to expand into emerging regional and national business markets.

Winstead Commitment to ClientsWe are more than just your attorneys – our knowledge of your business and industry makes us an extension of your core business team. We are practical, roll-up-our-sleeves lawyers committed to using our broad legal experience to relentlessly pursue innovative solutions on your terms. Our Core Values include:

Office Locationsaustin401 Congress AvenueSuite 2100Austin, Texas 78701512.370.2800 office 512.370.2850 fax

dallas5400 Renaissance Tower1201 Elm StreetDallas, Texas 75270214.745.5400 office214.745.5390 fax

Fort Worth1100 Carter Burgess Plaza777 Main StreetFort Worth, Texas 76102817.420.8200 office817.420.8201 fax

houston1100 JPMorgan Chase Tower600 Travis StreetHouston, Texas 77002713.650.8400 office713.650.2400 fax

san antonio700 North St. Mary’s StreetSuite 1900San Antonio, Texas 78205210.277.6800 office210.277.6810 fax

the Woodlands24 Waterway AvenueSuite 500The Woodlands, Texas 77380281.681.5900 office281.681.5901 fax

Washington, d.C.1120 20th Street, NWSuite 700, North BuildingWashington, D.C. 20036202.572.8000 office202.572.8001 fax

©2008 Winstead PC

winstead.com

TeamworkWe accomplish more together than we could alone, knowing that inclusiveness is essential to teamwork, and we are willing to give more than we receive.

ExcellenceWe expect and accept only the best.

Personal GrowthWe challenge ourselves and will continually examine and raise our expectations.

RespectWe respect each other, our clients, our adversaries and the law. We support and take pride in our firm and each other.

IntegrityWe are fair and honest in all we do. The truth is absolute – regardless of consequences.

Dependability We take responsibility, act professionally and will meet or exceed expectations.

IntensityWe are committed to and relentlessly pursue all we undertake.

Service We serve our clients, our firm, each other, our profession and our community.

CommitmentWe are loyal to our clients and each other, and provide long-term opportunity and stability.

Austin | Dallas | Fort Worth | Houston | San Antonio | The Woodlands | Washington, D.C. | WINSTEAD.COM

Winstead Commitment to Clients“We are more than just your attorneys–our knowledge of your business and industry makes us an extension of your core business team. We are practical, roll-up-our-sleeves lawyers committed to using our broad legal experience to relentlessly pursue innovative solutions on your terms.”

Documents

2008 Firm report - Winstead PC · group’s deal history over the past 12 months: Transaction Size ($) Number of Transactions Worked $10 - $50 million 8 - 10 $50 - $100 million 5+