Compensation and Benefits — Recent Engagements

Our work in 2005 included the representation of:

• Chevron Corporation (International). Chevron in its $17 billion dollar acquisition of Unocal Corporation. The purchase agreement was initially signed in April 2005; however, a competing bid was subsequently made by Chinese National Offshore Oil Corporation (CNOOC). CNOOC eventually withdrew from the bidding, and the purchase by Chevron closed in August 2005. Orrick assisted Chevron in evaluating Unocal's change in control severance plans, its qualified and nonqualified retirement plans, and other related compensation and benefits matters. The Deal profiled Chevron's acquisition of Unocal as one of the "2005 M&A Deals of the Year." The group is continuing to work with Chevron to integrate Unocal's and Chevron's benefits programs.
• Cisco Systems, Inc. (International). Cisco in its $7 billion acquisition of Scientific-Atlanta, Inc., the second-largest acquisition in Cisco's history. Orrick negotiated the compensation and benefits aspects of the merger agreement, provided executive compensation and corporate governance advice to Cisco's board and compensation committee, advised on the defined benefits plan and assisted with the 280G/golden parachute issues. This merger was profiled in The Deal's "2005 M&A Deals of the Year."
• Oregon Public Employees Retirement System (United States). Orrick represented the board that governs the Oregon Public Employees Retirement System (OPERS) in two important victories involving approximately $6 billion in potential liabilities. OPERS members had challenged key aspects of pension reform legislation that was adopted in 2003.