Michael P. Rogan, global co-head of Skadden’s Transactions Practices, handles mergers and acquisitions, securities regulation, corporate finance and corporate governance matters. He is experienced in Securities and Exchange Commission issues (having served five years on the staff of the SEC) and provides corporate and securities law advice to a number of public companies on an ongoing basis.

Mr. Rogan’s clients include electric and gas utilities, diversified energy companies and private investment funds, as well as domestic industrial and financial service companies.

In the merger and acquisition context, Mr. Rogan has represented bidders, targets and investment bankers in U.S. and cross-border transactions, as well as friendly and hostile situations. He is experienced in asset acquisitions and dispositions (including electric utility restructurings), proxy contests, spin-offs and joint ventures.

Mr. Rogan has an active corporate governance practice and regularly advises boards of directors with respect to the Sarbanes-Oxley Act of 2002 and related governance matters. In this context, he is experienced in advising board committees, including audit committees, with respect to compliance matters and internal investigations.

In the corporate finance area, Mr. Rogan has represented public and private companies in both debt and equity financings, including venture capital investments and Rule 144A financings.

Some of Mr. Rogan’s significant transactions include the representation of:

• Aflac Incorporated, a provider of supplemental health and life insurance, in its US$850 million public offering of 8.5% senior notes due 2019 and in its US$400 million public offering of 6.90% senior unsecured notes due 2039;

• Allegheny Energy, Inc. in its US$4.7 billion acquisition by FirstEnergy Corp. The deal was structured as a stock-for-stock transaction;

• BET Holdings, Inc. in its acquisition by Robert L. Johnson and Liberty Media Corporation;

• BET Holdings, Inc. in its acquisition by Viacom Inc;

• DaimlerChrysler AG (Germany) as co-counsel in its US$7.4 billion sale of an 80 percent stake in Chrysler Holding LLC (a special purpose entity formed to hold automobile manufacturer Chrysler Corporation LLC and Chrysler Financial Services LLC) to an affiliate of private equity firm Cerberus Capital Management, L.P. Skadden also represented DaimlerChrysler North America Finance Corporation as borrower of a US$2 billion acquisition financing from JP Morgan Chase Bank, N.A.;

• Duke Energy in the spin-off of its gas businesses;

• Duquesne Light Holdings in its US$1.6 billion acquisition by a Macquarie-led Consortium;

• Electricite de France (EDF), in its investment in Constellation Energy Group (CEG) and EDF’s unsolicited proposal (September 2008) to acquire CEG in response to CEG’s announced US$4.7 billion merger with MidAmerican Energy Holdings, a subsidiary of Berkshire Hathaway and in its US$4.5 billion acquisition of a 49.99 percent stake in the nuclear business of CEG;

• Entergy Corporation in the spin-off of its non-utility nuclear business that will own approximately 5,000 megawatts of nuclear power generation in the U.S. (the spin-off would create the largest virtually emission-free publicly-traded company on the NYSE) and the formation of a joint venture with the spun-off business;

• Great Western Financial Corporation in its proxy contest against H.F. Ahmanson & Co.;

• InterGen, N.V. (a Shell/Bechtel joint venture) in the marketing, auction and successful sale of a portfolio of 10 international generating assets for US$1.75 billion;

• Kansas City Power & Light Company in its proxy contest against Western Resources, Inc.;

• Mirant Corporation in its US$3.4 billion sale of Mirant Asia-Pacific Limited to the Tokyo Electric Power Company, Incorporated and Marubeni Corporation;

• PSI Resources, Inc. in its defense against IPALCO Enterprises, Inc.;

• PPL Corporation in its defense against PECO Energy Company;

• Reliant Energy, Inc., a provider of electricity and energy services, in its US$350 million PIPEs offering of convertible preferred stock to First Reserve Corporation, a private equity firm and in the approximately US$288 million sale of its retail electric business in Texas to NRG Energy, Inc.;

• the special committee of Kinder Morgan, Inc. in its consideration of the US$22 billion buyout by members of management and a group of private equity investors; and

• the special committee of the board of directors of Total System Services, Inc. in the approximately US$4.7 billion spin-off of Total System Services, Inc. from its 81-percent parent company, Synovus Financial Corp.

Mr. Rogan joined Skadden, Arps in 1980 and became a partner in 1984. From 1994-2009, he served as head of the Washington, D.C. office Corporate Group (35 attorneys), and from 1998-2009 he was the leader of the firm’s Washington, D.C. office.

Mr. Rogan repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America.