K&L Gates has one of the most experienced legal practices serving clients globally in the steel and specialty metals industry.  This practice has developed, over the last several decades, through representation of a wide range of clients throughout the world.  Practical experience with metals industry clients gives our lawyers a depth of understanding of the underlying business issues which is critical to the delivery of first-rate legal service. 

Our range of representation on major corporate projects in the metals industry has included public offerings, mergers and acquisitions, recapitalizations, going-private transactions, joint ventures, venture capital, ESOPs and debt financing.  Similarly, our litigation practice has extensive experience representing metals industry clients in nearly every significant litigation practice area, including commercial litigation, insurance coverage, product liability and toxic tort, environment and natural resource litigation, antitrust litigation, and construction litigation.  Our litigation experience is bolstered by one of London’s strongest litigation and dispute resolution practices.  On the regulatory side, we are experienced counseling clients in areas such as natural resources, energy procurement, trade regulation, and emissions trading.  Our intellectual property practice has a rich history of advising clients in the metals industry, including patent and trademark prosecution, licensing, counseling and infringement litigation.

We provide comprehensive services in connection with the full range of issues facing the metals industry, including environmental, labor and employment, commercial and general contract matters, corporate, real estate, securities, taxation, and antitrust.  A wide variety of clients with interests in the metals industry utilize our services, from large public companies to entrepreneurial start-up firms, international investors and owners, banks, investment banks and equity funds, steel, specialty steel and metals manufacturers, equipment manufacturers, high tech businesses, and construction contractors.

The experience of our metals industry practice group is international in scope and includes work for some of the leading metals companies in the world.  The combination of our practices in the U.S. and the U.K. leaves us well positioned to serve the global needs of the metals industry.  The following is a brief description of some of our prominent metals industry practice areas:

Mergers & Acquisitions
We have represented purchasers, sellers, financing sources, equity investors, management and advisers in a wide variety of transactions involving both public and private companies in the metals industry.  We have experience with negotiated transactions involving the purchase and sale of companies and businesses, stock-for-stock mergers, cash mergers, tender offers, leveraged buyouts, spin-offs, joint ventures and strategic investments.  Our Mergers & Acquisitions practice is supported by the strength of our experience in the various practice areas that are critical to advising clients in the metals industry.

• We acted for a Russian billionaire holding a significant stake in FTSE 100 listed steel producer, in relation to the exercise of shareholders rights to call for the appointment of a director and subsequent sale of that stake through a series of complex financial derivatives.
  
  
• In 2004, we acted for a listed stainless and specialty steel producer in acquiring the U.S. specialty steel business of a Luxembourg steel conglomerate.  K&L Gates had acted as sole outside corporate, transactional and tax adviser to one of this client’s predecessor companies in a $5 billion business combination.  For the resulting company, we subsequently advised in the acquisition of a titanium producer and the corporate control contest for another steel producer and in the disposition of more than 25 businesses, including the tax-free spin-offs of two subsidiaries that are now each independent listed companies.
  
  
• We acted as corporate/M&A counsel to an integrated steel producer as debtor-in-possession in its 2004 sale for approximately $300 million to a global steel conglomerate.
  
  
• We acted as corporate M&A counsel for a London Stock Exchange listed company on the disposal of a number of steel trading subsidiaries and its interests in Russian steel mills.

Securities

• We have acted on the IPOs of several ferrous, non-ferrous and precious metals deposits looking for funds on the fashionable AIM market of the London Stock Exchange. 
  
  
• Acquisition of new UK aerospace division for a US NYSE listed client and commercial contracts.
  
  
• Ongoing work for specialty metals

Joint Ventures and Strategic Alliances and Other Commercial Contracts
Our work in the metals industry is international in scope and includes representation of clients in international joint ventures, strategic alliances and the complex issues arising from such arrangements.  The following are some examples of our work involving international joint ventures and strategic alliances:

• We acted in a series of inter-connected multi-jurisdictional disputes arising out of joint ventures involving mining, processing, sales and distribution of alumina, iron ore and ferro-chrome product originating in Kazakhstan.
  
  
• We advised in connection with the formation of a joint venture to build and operate a precision rolled stainless steel strip plant in China.
  
  
• We advised in connection with the formation of a joint venture between a U.S. titanium manufacturer and a Russian titanium manufacturer.
  
  
• We advised in connection with the formation of a proposed joint venture between a U.S. specialty metals conglomerate and a Swedish steel manufacturer.
  
  
• Formation of a strategic alliance between a U.S. specialty metals manufacturer and a Finnish metals conglomerate for a joint capital development project.
  
  
• Implementation of agency and distributorship arrangements for physical commodities through tax-friendly off-shore trading companies.
  
  
• Standard terms and conditions.
  
  
• Consignment agreements.
  
  
• Distribution and agency agreements.
  
  
• Supply and sales contracts.

Litigation
From our fully integrated offices in the United States and the United Kingdom, K&L Gates has recognized litigation expertise that has taken our advocates to state or federal courts in 47 of the 50 United States, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, every United States court of appeals and the U.S. Supreme Court.  In the United Kingdom, we regularly appear in all divisions of the High Court and have taken cases to the Court of Appeal, House of Lords and the European Court on numerous occasions.  We have substantial experience litigating in the Courts of the majority of the member states of the recently enlarged EU, together with the more frequently encountered off-shore tax jurisdictions (including those in the Channel Islands and the Caribbean) and we have managed multi-jurisdictional disputes which have taken K&L Gates lawyers into the courts of several Middle and Far East countries, North Africa, Russia and a number of states of the former Soviet Union.  We have the breadth and depth of experience and capability to address the most complex and difficult engagements in a cost-effective and efficient manner. 

Specifically we have litigated and arbitrated over trading disputes involving non-delivery, non-payment, delayed delivery, transportation and defective quality issues.  These disputes have encompassed physical and futures trading, frame contracts and spot purchases.

Approximately 450 of our lawyers, of whom more than 150 are partners, work with our clients to prevent and resolve disputes.

Our litigation & dispute resolution practice in the metals industry features some of our marquee litigation practices, including Insurance Coverage, Construction and Engineering, Product Liability and Toxic Tort, Commercial Finance, Environment and Natural Resources, and Employment and Labor .

Antitrust & Competition
We provide comprehensive antitrust and competition counseling so that our clients can achieve their business objectives without running unnecessary risks of violating antitrust and competition laws.  We represent clients in antitrust and competition law matters before U.S. and European enforcement agencies, including the U.S. Department of Justice, Antitrust Division; U.S. Federal Trade Commission; state attorneys’ general; the U.K. Office of Fair Trading and Competition Commission; and the European Commission.  Our in-depth understanding of the metals industry allows us to provide reliable antitrust and competition counseling and formulate cost-effective litigation strategies for our clients in the metals industry.  Our depth of understanding of the industry also allows us to provide knowledgeable and cost efficient representation in antitrust litigation.  The following are some recent examples of our antitrust representations in the metals industry:

• We represented an individual steel producer in recovering damages for the overcharges it suffered as a result of price-fixing by an international cartel in the graphite electrode industry.
  
  
• We represented the second largest United States domestic producer of tin plate in the Spring of 2004 in connection with the antitrust review of its acquisition by the third largest of the four domestic tin plate producers.  Antitrust clearance was obtained from the Antitrust Division of the United States Department of Justice despite opposition from a rival financial group bidding for the company.  The financial group asserted that, since it was not a competitor in the tin plate market, its acquisition of our client would have fewer anticompetitive effects.  Our client’s board of directors, however, determined that the competing producer’s bid was financially superior. 
  
  
• We acted in the European Court of First Instance and the European Court of Justice for major non-EU producers of ferro-silicon in supporting the European Commission's decision to permit anti-dumping to lapse.  European producers challenged the decision and sought interim remedies, but the Commission and our clients were successful in defending the decision.
  
  
• In April, 2004, we represented the largest US producer of specialty steel in obtaining from the Antitrust Division of the United States Department of Justice clearance for the acquisition of certain assets of the third largest of the four major domestic producers of flat-rolled specialty steel.  The acquisition was key to the acquirer’s plans to increase the efficiency of its specialty steel production operations in order to improve its competitive positions with regard to with newer domestic and international plants. 
  
  
• We represented a manufacturer of nickel alloys in connection with a grand jury investigation regarding concerns with respect to potential price-fixing in the sale of such alloys.  K&L Gates succeeded in persuading the US Department of Justice that there was no price-fixing and that the investigation should be closed, without any charges being pursued.
  

Bankruptcy, Insolvency, Business Reorganization & Restructuring
K&L Gates has represented a wide variety of clients in the metals industry in bankruptcy proceedings and out-of-court restructurings.  In the bankruptcy arena, we have represented public and private companies in reorganization proceedings under Chapter 11 of the Bankruptcy Code, purchasers of distressed assets, creditors committees, and lenders and suppliers to and customers of distressed businesses.  Together, the combination of our United States and United Kingdom offices provide K&L Gates with a platform that allows us to represent clients wherever they are confronted with bankruptcy, finance or restructuring issues nationally and internationally. Our insolvency practice involves both litigation and transactional work, and encompasses the automatic stay, critical vendor orders, reclamation claims, debtor-in-possession financing and use of cash collateral, section 363 sales, executory contracts, claims disputes, and the prosecution and defense of preference, fraudulent transfer, and other avoidance power claims.  Typical recent engagements in the metals industry include the following:

• Advising Weirton Steel Corporation in connection with a strategic restructuring plan initiated in 2001, and advising the company as special counsel on a variety of matters in connection with the company’s recently completed reorganization case under Chapter 11 of the Bankruptcy Code.
  
  
• Representing Shenango, Inc. and its affiliates, major suppliers of coke to the metals industry, in connection with their successful reorganization under Chapter 11 of the Bankruptcy Code.
  
  
• Representing the creditors committee of Edgewater Steel Corporation in its liquidating Chapter 11 case.
  
  
• Representing National Forge Company and its affiliates, producers of heavy precision machined forged steel components, in their Chapter 11 cases culminating in a sale of their assets.
  
  
• Representing the purchaser of assets of an insolvent steel manufacturer in a transaction that eliminated the need for a bankruptcy filing by the seller.

Corporate Governance
In the metals industry, K&L Gates counsels publicly traded corporations and their boards, independent directors, board committees and management on a wide range of corporate governance issues.  In the U.S., concerns surrounding corporate governance have been magnified by the Sarbanes-Oxley Act, the updated corporate governance rules of the NYSE and NASDAQ, and the other regulatory initiatives taken in response to the high-profile failure of certain public companies.  In the U.K., fully-listed and AIM listed clients are subject to various standards relating to corporate governance.  Our experience includes corporate governance reviews, corporate examinations and investigations, and preparation of corporate governance codes, charters, policies and procedures.  We have represented metals industry clients in connection with a vast array of corporate, securities and tax matters. 

Environment and Natural Resources
Our lawyers in the U.S. and the U.K. handle complex environmental litigation and compliance matters for our clients on a daily basis.  We have experience with every major environmental statute and regulatory program, having counseled or represented clients in over 30 U.S. states and in the U.K.  Our metals industry experience allows us to understand the business context in which environmental issues arise and the regulatory processes in which they are usually resolved.

Employee Benefit Plans/ERISA
Our employee benefits practice has a long history of providing clients in the metals industry with comprehensive employee benefits counseling.  We have experience counseling metals industry clients in a variety of benefits-related areas, including assistance with the implementation, administration and termination of qualified and non-qualified retirement plans, welfare benefit plans, fringe benefit programs and individual retirement accounts; advice concerning fiduciary responsibility and prohibited transaction issues; representation and advocacy before federal government agencies with jurisdiction over employee benefit plans such as the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation; strategic advice concerning employee benefit plans in mergers and acquisitions; and litigation with respect to a wide variety of employee benefit plan matters.  Our experience with employee stock ownership plans, one of our marquee benefits practice areas, dates to the creation of ESOPs as part of ERISA in 1974.  We have advised our clients in virtually every conceivable type of ESOP matter, including leveraged ESOP transactions, ESOP refinancings, termination of leveraged ESOPs and ESOP audits and investigations.

Intellectual Property
Intellectual property assets continue to grow in importance for the metals industry as new developments pave the way for the new products and processes that will affect the competitive landscape.  Our intellectual property practice has the experience and expertise to serve clients in the metals industry in intellectual property protection, litigation and counseling matters throughout the world.  We have more than 70 lawyers, including 40 registered patent lawyers with engineering or advanced scientific degrees, who devote their practice to defining, managing and prosecuting intellectual property assets.  We prepare and prosecute hundreds of patent applications each year both in the U.S., the U.K., and, through a network of foreign associates, internationally.  Our intellectual property licensing practice includes experience advising metals industry clients in licensing arrangements and joint development agreements.  Our understanding of clients in the metals industry is critical to our representation of metals industry clients in complex intellectual property litigation.  We have the knowledge and expertise necessary to respond quickly to claims for injunctive relief and to help our clients achieve their objectives in litigating complex commercial disputes.

Executive Compensation and General Employment 
We design all types of executive compensation programs to meet the goals of our clients.  For companies and executives, we negotiate and document compensation packages that achieve the objectives of our clients in the metals industry.  We structure and negotiate compensation packages for new executives as well as severance packages for executive terminations.  Our lawyers are experienced with the most recent developments in laws impacting executive compensation arrangements, including tax, securities and corporate governance.  We advise boards and board committees with regard to their corporate law responsibilities and potential liabilities in connection with executive compensation decisions.

Real Estate
Our real estate practice has experience in acquisitions and divestitures, development and construction, commercial leasing and management matters, real estate investment trusts, and land use planning matters.  Our experience in the metals industry allows us to counsel our clients with respect to the business and legal aspects of real estate projects.  We have experience with many of the special issues facing the metals industry, including advising clients in planning for development of brownfield projects at complex industrial sites and other issues facing the owners of old industrial sites.