Terence K. McLaughlin Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8691 F 212-728-9691

---

Terence K. McLaughlin is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in New York. Mr. McLaughlin specializes in complex commercial litigation with particular emphasis on bankruptcy. He also advises clients in connection with anti-bribery and anti-corruption investigations.

Mr. McLaughlin is a member of the New York State and American Bar Associations, the Association of the Bar of the City of New York and the New York County Lawyer’s Association.

Bankruptcy Litigation

Mr. McLaughlin has extensive litigation experience representing debtors, creditors and other parties in or surrounding bankruptcy proceedings. As trial counsel in such matters, Mr. McLaughlin routinely leads litigation teams in a wide spectrum of contested matters and adversary proceedings through all stages of the bankruptcy process, regularly appearing and arguing in court in connection with such matters. Mr. McLaughlin’s deep and nimble bankruptcy experience includes litigating financing issues, automatic stay issues, asset and equity sales (and related assumption, assignment and rejection issues), employee compensation and incentive / retention bonus plans, preference and other avoidance litigation, disclosure statement and confirmation disputes, all aspects of claims litigation, inter-creditor disputes, and appellate litigation related to all of the foregoing. Mr. McLaughlin also regularly advises clients -- either creditors of financially distressed institutions or the institutions themselves -- on non-traditional means to achieve strategic objectives while avoiding the costs, delays and uncertainties of formal litigation.

Most recently, Mr. McLaughlin was engaged as lead bankruptcy litigation counsel to the debtors in In re Spheris Inc., et al., 10-10352 (KG) (Bankr. D. Del.), where he advised the debtors on all litigation aspects of their chapter 11 proceedings. Among other things, Mr. McLaughlin developed a procedure for addressing, on a pre-auction basis, certain disputed issues related to the assignability of a critical software license. Mr. McLaughlin tried the matter before the Bankruptcy Court and ultimately secured guidance that enabled the debtors to conduct a robust auction at which the total consideration paid for the debtors’ assets was increased by nearly 55%.

Some of Mr. McLaughlin’s other recent debtor engagements include:

• In re The Journal Register Company, et al., 09-10769 (ALG) (Bankr. S.D.N.Y.). Lead bankruptcy litigation counsel in underlying chapter 11 proceedings and related appeals.
  
  
• In re LandAmerica Financial Group, Inc., et al., 08-35994 (KRH) (Bankr. E.D. Va.). Lead bankruptcy litigation counsel charged with (among other things) the handling and resolution of more than $2 billion in disputed claims filed against the Debtors.
  
  
• In re Adelphia Communications, Inc., et al., 02-41729 (REG) (Bankr. S.D.N.Y.). In one of the largest and most complex chapter 11 cases in history, Mr. McLaughlin was instrumental in designing and defending on appeal a novel litigation protocol that channeled a multi-billion dollar inter-creditor dispute into a litigation process. Further, he was an integral member of the team that tried the vigorously contested confirmation hearing in the Bankruptcy Court and he successfully defended the reorganization plan through appeals to the United States Court of Appeals for the Second Circuit.

Some of Mr. McLaughlin’s recent creditor engagements include:

• In re Delphi Corp., et al., 05-44481 (RDD), Adv. Proc. No. 08-1232 (RDD) (Bankr. S.D.N.Y.). Lead trial counsel to major distressed debt hedge fund in connection with highly-publicized litigation commenced by debtors arising out of disputed $2.55 billion equity investment in reorganized debtor.
  
  
• In re Aleris International, Inc., et al., 09-10478 (BLS) (Bankr. D. Del.). Litigation counsel to ad hoc group of senior secured prepetition lenders in connection with complex inter-creditor dispute.
  
  
• In re Circuit City Stores, Inc., et al., 08-35653 (KRH) (Bankr. E.D. Va.). Lead litigation counsel to major electronics manufacturer in connection with motion seeking "temporary disallowance" of administrative expense pursuant to 11 U.S.C. § 502(d).
  
  
• In re Lehman Brothers Holdings, Inc., et al., 08-13555 (JMP) (Bankr. S.D.N.Y.). Litigation counsel to various creditors on issues including assumption / rejection and claims resolution.

Mr. McLaughlin also represents third-parties that become embroiled in bankruptcy-related litigation. Notable examples include:

• Richard Haskell, et al. v. Goldman Sachs & Co., et al., Adv. Proc. No. 04-53375 (PJW) (Bankr. D. Del.). Lead trial counsel to former Chief Financial Officer of Genesis Health Ventures, Inc. in connection with adversary proceeding brought by junior creditors alleging debtors’ management conspired with senior creditors to artificially deflate valuation of post-emergence equity in reorganized debtors.
  
  
• In re Magnesium Corporation of America, 01-14312 (REG) (Bankr. S.D.N.Y.). Successfully obtained dismissal on behalf of KPMG LLP of all direct and derivative claims asserted in an adversary proceeding brought by the Chapter 7 trustee.

Commercial Litigation

Mr. McLaughlin’s complex commercial litigation experience is both broad and varied, spanning state and federal courts nationwide. Most recently, Mr. McLaughlin was lead trial counsel to a private equity portfolio affiliate of Warburg Pincus & Co., Inc. in connection with direct and derivative claims brought by minority shareholders challenging the decision to wind down the affiliate after it failed to weather the recent economic downturn. Mr. McLaughlin successfully defeated the minority shareholders’ attempt to obtain preliminary injunctive relief and thereafter moved to dismiss the action, which positioned the client to resolve the matter on very favorable terms. Mr. McLaughlin regularly counsels clients, including The NewYork and Presbyterian Hospital, KPMG LLP and WalMart Stores, Inc., with respect to a range of litigation issues.

Internal Investigations

In addition to his core bankruptcy and complex commercial litigation practice, Mr. McLaughlin has experience advising clients in internal investigations, particularly with regard to the Foreign Corrupt Practices Act. Mr. McLaughlin has counseled a global manufacturer of generic pharmaceuticals as well as the Fire and Security business segment of a multi-national group of manufacturing and services-providing companies on FCPA-related investigations. Mr McLaughlin has conducted and/or supervised in-country investigations throughout the world including China, Mexico, Chile, Argentina, Venezuela and Azerbaijan and has represented clients before the United States Department of Justice and the United States Securities and Exchange Commission. He has also assisted clients in drafting and implementing global anti-corruption and anti-bribery policies.