Mr. Anderson handles high profile transactions, such as the first SEC-registered offering of asset-backed securities secured by insurance premium finance loans and the first joint venture in the history of the Goldman Sachs Group. He represents purchasers, sellers and financial advisors in complex negotiated acquisitions of publicly held companies, equity investments in privately held companies, joint ventures, and strategic alliances and spin-offs.

In addition, Mr. Anderson regularly advises issuers and their executive officers and directors on corporate governance and compliance matters and fiduciary duties of directors and officers.

Mr. Anderson began his legal career in 1994 with Sullivan & Cromwell LLP where he practiced until June 2003 when he joined Bracewell & Giulliani LLP as a partner. Prior to relocating to Houston, Mr. Anderson practiced in New York City, Hong Kong and Palo Alto, where he helped found Sullivan & Cromwell’s Silicon Valley office. Prior to attending law school, Mr. Anderson worked in the financial consulting and audit division of a major public accounting firm.

Representative Matters

Capital Markets

A.I. Credit Corp., a subsidiary of American International Group Inc. Counsel to the issuer in a $208 million SEC-registered offering of floating rate asset backed securities, the first SEC-registered offering of asset-backed securities secured by insurance premium finance loans.

Airborne Inc. Counsel to the underwriters in a $150 million Rule 144A offering of convertible senior notes.

Allied Riser Communications Corporation. Counsel to a venture capital investor in convertible preferred stock, common stock and warrants.

APT Satellite Holdings Ltd. (Hong Kong). Counsel to the principal stockholders in a $165 million SEC-registered IPO of common stock and listing on the New York Stock Exchange and the Hong Kong Stock Exchange.

Asia Satellite Telecommunications Holdings Ltd. (Hong Kong). Counsel to the issuer and selling stockholders in a $313 million SEC-registered IPO of common stock and listing on the NYSE and the Hong Kong Stock Exchange.

Blue Chip Casino Inc. Counsel to the placement agent and the purchasers in a Reg. D private placement of senior subordinated discount notes.

Capital Trust. Counsel to an investor in a $150 million Reg. D private placement of convertible trust preferred securities of a Delaware trust in a QUIPs type structure.

Catena Networks Inc. Counsel to the placement agent in a $75 million Reg. D private placement of convertible preferred stock.

Captivate Network Inc. Counsel to a venture capital investor in convertible preferred stock.

General Growth Properties Inc. Counsel to the issuer in a $330 million SEC-registered offering of common stock.

Genuity Inc. Counsel to the underwriters in a $1.9 billion SEC-registered IPO of common stock and listing on the NASDAQ national market, one of the world’s five largest IPOs in 2000 according to The Wall Street Journal.

Great Eagle Holdings Ltd. (Hong Kong). Sole international counsel in a $125 million Rule 144A and Reg. S offering of a Cayman Islands special purpose entity’s convertible bonds guaranteed by, and exchangeable for common stock of, Great Eagle Holdings Ltd.

Hutchison Whampoa Ltd (Hong Kong). Counsel to the issuer in a $2.0 billion Rule 144A and Reg. S offering of debt securities. Named best overall asian debt deal and best Asian yankee bond in 1997 (Finance Asia); Asian Borrower of the Year in 1997 (International Financing Review); and International Deal of the Year in 1997 (Institutional Investor).

Immunex Corporation. Counsel to the underwriters in a $3.2 billion SEC-registered secondary offering of common stock, the largest biotechnology common stock offering ever according to Morgan Stanley.

The Industrial Bank of Japan Ltd. (Japan). Counsel to the issuer in a ¥ 176 billion ($1.5 billion) Reg. S offering of a Cayman Islands special purpose entity’s preferred equity, which constituted Tier 1 capital of the bank.

Loews Cineplex Entertainment Corporation. Counsel to the underwriters in a $200 million Rule 144A and Reg. S offering of senior subordinated notes.

Mass Transit Railway Corporation (Hong Kong). Counsel to the issuer in a $300 million SEC-registered offering of notes.

Merrill Lynch & Co. Inc. Counsel to the underwriters in a $425 million SEC-registered offering of depositary shares, each representing a 1/400 interest in a share of Merrill Lynch’s nine percent cumulative preferred stock.

New York Times Digital, a division of The New York Times Company. Counsel to the underwriters in the proposed SEC-registered IPO of tracking stock.

Nextlink Communications Inc. Counsel to the underwriters in a $500 million Rule 144A and Reg. S offering of senior notes.

Overstock.com, Inc. Counsel to the issuer in a $100 million Rule 144A offering of convertible senior notes.

Overstock.com Inc. Counsel to the issuer in a $69 million SEC-registered offering of common stock.

Parker Drilling Company. Counsel to the issuer in a $150 million Rule 144A and Reg. S offering of senior floating rate notes due 2010.

Parker Drilling Company. Counsel to the issuer in a cash tender offer for up to $80 million outstanding principal amount of its 10 1/8 percent senior notes due 2009.

Parker Drilling Company. Counsel to the issuer in a $175 million Rule 144A and Reg. S offering of 9 5/8 percent senior notes due 2013 and a $150 million senior secured credit facility.

Parker Drilling Company. Counsel to the issuer in a cash tender offer and consent solicitation for any and all of the $214 million outstanding principal amount of its 9 3/4 percent senior notes due 2006 and a consent solicitation relating to its 10 1/8 percent senior notes due 2009.

Parker Drilling Company. Counsel to the issuer in a $175 million SEC-registered exchange offer for privately issued senior notes.

PAULA Financial. Counsel to the underwriters in a $53million SEC-registered IPO and listing on the NYSE of common stock.

Perlegen Sciences Inc. and Affymetrix Inc. Counsel to Perlegen Sciences and Affymetrix in the formation of Perlegen Sciences as a wholly owned subsidiary of Affymetrix and the preparation of various contribution, license, chip supply and services agreements.

Perlegen Sciences Inc. Counsel to the issuer in a $100 million Reg. D private placement of convertible preferred stock.

Plitt Theatres Inc. Counsel to the dealer-manager in an issuer tender offer for, and consent solicitation relating to, $200 million of senior subordinated notes.

PMC-Sierra Inc. Counsel to the underwriters in a $275 million Rule 144A offering of convertible subordinated notes.

The PMI Group Inc. Counsel to the issuer in a $360 million Rule 144A offering of senior contingent convertible debentures (contingent conversion and contingent payment of interest) and the related resale registration statement filed with the SEC.

PTT Exploration and Production Public Company Ltd (Thailand). Counsel to the underwriters in a $200 million Rule 144A, Section 4 (1 1/2) and Reg. S offering of notes, the first Yankee bond offering by a Thai corporate and Thai state enterprise.

The Sakura Bank Ltd (Japan). Counsel to the placement agent in a ¥ 25 billion ($206 million) Reg. S offering of a Cayman Islands special purpose entity’s preferred equity and a ¥ 5 billion ($41 million) Reg. S offering of a Cayman Islands special purpose entity’s notes, each of which constituted Tier 1 capital of the bank.

The Sakura Bank Ltd (Japan). Counsel to the placement agent in a ¥ 258.7 billion ($2.1 billion) Reg. S offering of a Cayman Islands special purpose entity’s preferred equity, which constituted Tier 1 capital of the bank.

Siam Commercial Bank Public Company Ltd (Thailand). Sole international counsel in a $150 million Rule 144A and Reg. S offering of the Singapore branch’s subordinated notes.

Siteline Inc. Counsel to a venture capital investor in convertible preferred stock.

SmarTone Telecommunications Holdings Ltd (Hong Kong). Counsel to the issuer in a $187 million Rule 144A and Reg. S IPO of common stock and listing on the Hong Kong Stock Exchange.

Staples.com, a division of Staples Inc. Counsel to the underwriters in the proposed SEC-registered IPO of tracking stock.

The Sumitomo Bank Ltd (Japan). Counsel to the placement agent in a ¥ 340 billion ($2.8 billion) Reg. S offering of a Cayman Islands special purpose entity’s preferred equity, which constituted Tier 1 capital of the bank.

Sweetwater Investors LLC. Counsel to the underwriters in a $168 million Rule 144A offering of senior secured notes, the proceeds of which were used to purchase a limited term, non-participating royalty interest derived from certain coal and trona leases from an indirect subsidiary of Anadarko Petroleum Corporation.

Texas Petrochemicals LP. Counsel to TPLP in connection with its bankruptcy reorganization and in a rights offering of $31 million of common stock and senior secured convertible notes to unsecured creditors under Rule 1145 of the Bankruptcy Code, a $49 million Reg. D private placement to private equity funds of common stock and senior secured convertible notes and a distribution of common stock valued at $73 million to unsecured creditors under Rule 1145 of the Bankruptcy Code.

Unifi Communications Inc. Counsel to the majority stockholder in a $175 million Rule 144A and Reg. S offering of units, consisting of debt securities and warrants to purchase common stock, and a related financial restructuring.

Vornado Realty L.P. Counsel to the issuer in numerous transactions, including five separate Reg. D private placements of preferred units totaling $440 million.

Vornado Realty Trust. Counsel to the issuer in numerous transactions, including several SEC-registered public offerings of common shares totaling $1.2 billion, several SEC-registered offerings of cumulative redeemable preferred shares, totaling $200 million and a $1 billion revolving credit agreement.

The Walking Company. Counsel to the issuer in a Reg. D private placement of convertible preferred stock.

Yangming Marine Transport Corporation (Taiwan). Counsel to the underwriters in a $116 million Rule 144A and Reg. S IPO and listing on the London Stock Exchange of common shares in the form of global depositary receipts.

Merger & Acquisitions

Airborne Inc./DHL. Counsel to the financial advisor to Airborne in the $1.05 billion acquisition of Airborne’s ground operations by DHL and the separation of Airborne’s air operations from its ground operations into an independent public company called ABX Air Inc.

AKQA New Media Ltd/Citron Haligman Bedecarré Incorporated. Counsel to AKQA in the stock-for-stock merger of AKQA New Media and Citron Haligman Bedecarré.

Arbor Property Trust/Vornado Realty Trust. Counsel to Vornado in its $225 million acquisition of Arbor Property Trust in a stock-for-stock merger.

Archipelago Holdings LLC. Counsel to the Goldman Sachs Group Inc. in the investment by Goldman Sachs and E*Trade Group Inc. in Archipelago, the United States’ first totally open, all electronic stock exchange.

Archipelago Holdings L.L.C. Counsel to Archipelago in the sale of minority interests to American Century Companies Inc, BNP Cooper Neff , CNBC, Instinet Corporation, J.P. Morgan and Merrill Lynch & Co. in a series of separate transactions over several years.

Archipelago Holdings LLC. Counsel to Archipelago in the development of an innovative equity entitlement program designed to provide participants with the opportunity to acquire equity in Archipelago based upon qualifying order flow.

Cadence Design Systems Inc./Simplex Solutions Inc. Counsel to the financial advisor to Cadence in the $300 million acquisition of Simplex by Cadence in a stock-for-stock merger.

Callida Genomics Inc. and N-Mer Inc. Counsel to Affymetrix Inc. in the formation and initial funding of two collaborative biotechnology joint ventures (including cross-licensing, chip supply and product solicitation arrangements) in connection with the comprehensive settlement of all existing patent infringement litigation between Affymetrix and Hyseq Inc.

Compañía Panameña de Aviación S.A. Counsel to COPA and its principal shareholder in the sale of a significant equity interest in COPA, the primary air carrier in the Republic of Panamá, to Continental Airlines Inc. and a broad-based alliance with Continental, which included marketing, code sharing, frequent flyer programs and the provision of various services.

eBay Inc./PayPal Inc. Counsel to eBay in its $1.5 billion acquisition of PayPal in a stock-for-stock merger, named one of “The 2002 Deals of the Year” by Institutional Investor.

E*Trade Group Inc. Counsel to Softbank Corp. in connection with its sale of common stock of E*Trade Group in a block trade under Rule 144.

Expo Comm. Counsel to Ziff-Davis Inc. in the sale of Ziff-Davis’ interest in Expo Comm.

Fairbanks Capital Holding Corp. Counsel to The PMI Group Inc. in connection with its acquisition of a majority interest in Fairbanks.

The International Engineering Public Company Ltd. (Thailand). Counsel to a private equity investor in the acquisition of a significant equity interest in the International Engineering Public Company Limited, a Thai public company with its shares listed on the Stock Exchange of Thailand.

Klemp China (Shanghai) Corporation Ltd. (China). Counsel to Chatwins Group Inc. in the formation of a joint venture in Shanghai, China.

Kotak Mahindra Capital Company (India). Counsel to the Goldman Sachs Group Inc. in the formation of a strategic alliance with, and the acquisition of a significant equity interest in, Kotak Mahindra Capital Company, an Indian investment banking firm and a subsidiary of Kotak Mahindra Finance Ltd, one of India’s leading financial services firms, the first joint venture in the history of Goldman Sachs.

Kotak Securities (India). Counsel to the Goldman Sachs Group Inc. in the formation of a strategic alliance with, and the acquisition of a significant equity interest in, Kotak Securities, a brokerage firm with a membership on the Bombay Stock Exchange.

Liquidian Corporation. Counsel to Liquidian and a major insurance company in connection with the formation of a joint venture for an on-line commercial insurance exchange.

Marvell Technology Group Ltd./Galileo Technology Ltd. Counsel to the financial advisor to Marvell in the $2.7 billion acquisition of Galileo by Marvell in a stock-for-stock merger.

Rykoff-Sexton Inc./JP Foodservice, Inc. Counsel to the financial advisor to JP Foodservice in the $1.4 billion stock-for-stock merger of Rykoff-Sexton and JP Foodservice.

SC Bancorp/Western Bancorp. Counsel to Western Bancorp in the $110 million acquisition of SC Bancorp by Western Bancorp in a stock-for-stock merger.

Seagate Technology Inc. Counsel to a private equity investor in a new privately held company formed in connection with the $20 billion multi-company transaction, whereby Seagate became a privately held company, Veritas Software Corporation received cash and shares of Veritas stock and other securities then held by Seagate, and Seagate stockholders received a combination of cash and Veritas stock.

Softbank Emerging Markets Ltd. Counsel to Softbank in the formation of a joint venture in Asia.

Sun Microsystems Inc./Cobalt Networks Inc. Counsel to the financial advisor to Cobalt in the $2 billion acquisition of Cobalt by Sun in a stock-for-stock merger .

Tradepoint Financial Networks PLC. Counsel to an investor in a joint venture formed by a consortium that included several leading financial services companies to acquire a majority interest in Tradepoint, a U.K.-based electronic stock exchange.

Tradepoint Financial Networks PLC. Counsel to an investor in the sale of its indirect interests in Tradepoint in a series of transactions to a number of leading financial services companies.

Unifi Communications Inc. Counsel to the majority stockholder in the sale of its entire interest in Unifi.

Vornado Operating Company. Counsel to Vornado Realty Trust and Vornado Operating Company in the spin-off of Vornado Operating from Vornado Realty and the listing of Vornado Operating’s common stock on the American Stock Exchange.

Wireless Communications Services Company Ltd. (Thailand). Counsel to WCS in the acquisition by SK Telecom of a significant equity interest in WCS.

Wireless Communications Services Company Ltd. (Thailand). Counsel to a private equity investor in the acquisition of a significant equity interest in WCS.

Corporate Governance and Compliance

Advised a “Final Four” accounting firm on provisions of the Sarbanes-Oxley Act affecting auditors and their clients.

Publications and Speeches

"SEC Postpones Deadline for Filing Internal Control Reports for Accelerated Filers With a Public Float of Less Than $700 Million", November 2004.

"SEC Proposes Significant Securities Act Reform", October 27, 2004.

"A Director's Guide to Conducting Effective Internal Investigations," Financier Worldwide, September 2004.

"SEC Proposes to Postpone Acceleration of Filing Deadlines for Annual and Quarterly Reports," August 26, 2004.

"SEC Adopts Final Rules Accelerating Form 8-K Filing Deadline and Adding New Disclosure Requirements," March 25, 2004.