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The market for asset finance continues to improve, particularly for the aviation side. The market is finding room for increasingly innovative products, including the use of Enhanced Equipment Trust Certificate (EETC) structures, as well as a greater number of asset-backed securitizations. The need for innovation has ensured a continued flight to quality when it comes to which law firms get instructed. Those with strong client bases among export credit agencies and aircraft lessors report robust activity. The picture is more bleak for the ship finance side, which remains in the doldrums. Nevetheless, the distressed nature of the industry has attracted work from clients in the private equity and hedge fund industry.

The bank lending sector is becoming increasingly competitive, almost returning to levels seen before 2008. As institutions seek out higher yields, covenant-lite structures have also returned to popularity in a way that few would have thought possible in the immediate aftermath of the financial crash. The increased competition among banks to get involved in deals has also meant that, for acquisition finance, it is the sponsor that typically picks the lender’s counsel. This has resulted in a significant upshift in work for law firms known for providing "commercial" advice to the banks. The fact that law firms view this as an area of growth is reflected in the increasing level of lateral hires, particularly in places such as Houston, where oil and gas-related financings have attracted a great deal of interest.

Although the capital markets were fairly choppy throughout 2012, law firms remained consistently busy, particularly on the debt and high-yield debt side. With interest rates so low, clients continued to issue new debt and to refinance existing debt at a steady pace. There was also a substantial amount of acquisition financing. The demand for high-yield debt is still extremely high, and this market remains as hot as ever, with law firms continually pushing for more work and market profile in the area.

Despite a slow start to the year, the tempo dramatically increased during the second half of 2012. Additionally, the markets experienced a burst of activity before the elections in November, as deals were swiftly pushed through before any changes were made to the administration, and similarly the fiscal cliff issues towards the end of 2012 caused a rush of transactions before the start of 2013.

In corporate restructuring, the firms that have attracted the largest share of debtor-side mandates have been considered the leaders in this space. However, up-and-coming specialists are more likely to handle both debtor and creditor mandates and have started to lure the biggest cases away from the traditional bankruptcy stalwarts. Nevertheless, prominence in this chapter is still awarded to firms with critical mass, the ability to tap into other complementary practice areas and those with international offices - given the often cross-border nature of most significant corporate meltdowns. Many of the high-ranking practices also have a strong New York presence, a function of the proximity to the highly respected New York and Delaware commercial courts which handle most major bankruptcies and the closeness to the financiers and banks. Other critical geographic hotspots include the Midwest, which has generated industrial instructions for decades and the West Coast, in particular for tech-related restructurings and those requiring significant input from Asian offices.

The global financial crisis has resulted in a prolific rise in litigation within the financial services sector. Legislation introduced by the Obama administration (including the Dodd-Frank and the 2009 credit CARD acts) have brought banks and other lenders under increased scrutiny by US regulators. Similarly, there continues to be a wave of enforcement actions and litigation arising out of the behaviour of financial institutions prior to the economic downturn. Many of the disputes/enforcement actions relate to the practice of packaging up residential mortgages and selling them to investors. A seemingly un-ending flow of litigation has been brought by plaintiffs, predominantly seeking to argue that the issuers and underwriters of these securities misrepresented the quality of the loans underlying the securities. Other high-profile areas of dispute which are either directly or indirectly linked to the economic downturn include the global LIBOR investigations and the scrutiny placed on the ratings agencies that afforded the residential mortgage-backed securities AAA ratings. Practices at the top of the ranking are those that can demonstrate an active participation in many of these high-profile disputes, as well as overarching expertise in other issues affecting financial services institutions including commercial litigation and antitrust disputes. Since many of the current disputes in the industry involve a dual enforcement and private litigation procedure, credence will be given to those firms that can demonstrate not only pure litigation prowess but also the ability to handle the concomitant regulatory procedures. Although firms are active throughout the country, New York remains the primary location for this kind of work given its proximity to the most prominent financial services institutions.

Aimed at reshaping the US regulatory landscape, reduce systemic risk and help restore confidence in the financial system, the Dodd-Frank Act is the prism through which much of the work handled by firms within the sector continues to be viewed. Although it was signed into federal law in 2010, many of the changes that it sought to introduce have still yet to come into force, therefore, financial services clients are understandably uncertain and wary as to its effect on their day-to-day operations or strategic decisions. A good deal of the work handled by lawyers in the area remains rooted on the advisory side, most specifically advising clients how best to comply with the changes and predicting, as far as possible, the extent of the changes. However, transactional work is also regularly undertaken with a view to complying with or extricating themselves from the pending/expected changes. Although the spate of big bank mergers have now concluded and TARP repayments largely made, there have still been a number of transactions within the industry as entities look to divest non-core operations, either to comply with heightened capital requirements or the changes laid out by the Volcker rule - which restricts proprietary trading and certain investment management activities by banks. Similarly, although it has yet to reach its peak, there is increased merger activity within the community bank space, as these smaller banks look to offset the increased regulatory burdens somewhat by applying the notion of economies of scale. Practices at the top of the ranking are those that can demonstrate an overarching excellence across all facets of financial services regulatory work including financial services M&A, banking compliance, broker/dealer compliance and consumer finance. Although firms are active throughout the country in this kind of work, New York and Washington DC are the main locations, given their proximity to the financial institutions and the seat of government respectively.

Even though the number of municipalities in fiscal distress rose in the past year, Chapter 9 filings did not. Yet there are a few high-profile and closely monitored cases to report. Jefferson County, AL, citing $4.23bn in debt, filed the largest municipal bankruptcy in US history in November 2012. Developments and rulings in the ongoing San Bernardino and the recent Chapter 9 approved protection in Stockton, CA, defaults are being scrutinized as the pending decisions in both instances are likely to set precedent. At the heart of both Californian cases is the position of the nation's largest public pension fund California Public Employees' Retirement System (CalPERS). The question is whether CalPERS’ obligations supersede unsecured bondholders. These rulings will have broad implications nationwide for local governments that are struggling to balance their deflated budgets amid soaring labor and employee retirement costs.

Nonprofit & tax-exempt organizations face a plethora of issues on a state and federal level. The recent tax uncertainty, lobbying and political campaigning activities during the presidential election year coupled with the Internal Revenue Services (IRS)’ relentless enforcement of its regulations all have deeply impacted the sector. The relief efforts in the wake of Hurricane Sandy highlighted once more the importance of charitable giving when natural disasters strike. Many different practice areas come into play when advising nonprofit clients, as they deal with both unique and similar issues as for-profit corporations. Recent and current market developments include an increasing demand for transparency and accountability by the public and consumers, which leads to a rise in corporate governance work. Corporate philanthropy - on a national and global scale - is booming, and complex cross-border deals pose new challenges, such as acting in various jurisdictions and regulatory environments. There is a strong push towards entrepreneurial activities with program-related investments (PRIs) becoming increasingly popular as a way to ‘recycle funds’ instead of traditional grant making. Collaborations with for-profit entities to generate alternative revenue streams are sought after and result in cause-related marketing and IP work. Nonprofits are also showing an interest in public private partnerships, especially in the higher education space, to offset dwindling budgets in a climate of government spending austerity and to create funding for academic programs tailored to emerging business trends.

2012 was a challenging year for the renewable energy sector in the US. Although the expiry of Production Tax Credit (PTC) for renewable energy, which has been providing crucial support to renewable energy projects in the US, was delayed from its original expiry date in 2012 to the end of 2013, nonetheless the renewable energy market experienced a decline in the number of wind and solar deals. Wind projects, which over the past ten years had been the greatest beneficiary of the PTC scheme, have been the most affected by this development. Outside of the renewable sector, fracking technology brought increased availability of natural gas and a significant drop in price as a result, leading to a prioritisation of petrochemical projects and LNG facilities to liquefy and export gas. International commercial banks continue to take a cautious approach to their lending activities, although the capital markets have stepped in to fill the gap with project bonds in particular becoming a significant source for project financing.

The structured finance ranking covers securitization, derivatives and all forms of structured products. Since the global financial crisis, the emphasis of many departments has been on expertise, quality, and bespoke advice; and while deals are slowly returning to market, many firms are cautious about the strength of the recovery. Esoteric securitization is currently one of the areas that is consistently growing in volume in these uncertain times, and many firms have been active in creating innovative solutions for hedge funds that are turning to esoteric transactions as a source of higher returns. Although residential mortgage-backed securities (RMBS) are rare, commercial mortgage-backed securities (CMBS) are still seeing a resurgence, and there is also increasing dominance of non-mortgage assets particularly in the auto loan and lease space. The collateralized loan obligation (CLO) and collateralized debt obligation (CDO) markets are depressed, but derivatives activity has been healthy, as have insurance-linked products. There remains some economic and regulatory uncertainty surrounding the various Regulation AB and Dodd-Frank Wall Street Reform details soon to emerge, and lawyers remain busy counseling clients on such initiatives.


Asset finance and leasing

Index of tables

  1. Asset finance and leasing
  2. Leading lawyers

Leading lawyers

Aviation finance is a core focus for Clifford Chance, which primarily acts for lessors, banks and underwriters. The highly esteemed New York practice, which is jointly led by John Howitt and Zarrar Sehgal, is considered ‘among the best’ for innovative cutting edge financings, particularly when it comes to bond underwritings and asset-backed securitization (ABS). The firm’s position at the forefront of the market was illustrated by its role on the Willis Engine Securitization, where it advised Credit Agricole Securities and Goldman Sachs as joint bookrunners on the issuance of $390m of senior secured notes by Willis Engine Securitization Trust II. The finance was secured against 79 aircraft engines acquired from Willis Lease Finance Corporation, and was the first aviation-related ABS for some time. On the lessor side - which has kept the firm very busy despite the economic downturn - the firm recently represented The Milestone Aviation Group, a major helicopter operating lessor, on the $355m portfolio financing of 32 helicopters. While airlines don’t make up a large portion of the clientbase, Geoffrey White is highly experienced advising clients on this side of the table. Most recently he represented LATAM Airlines Group on a landmark transaction relating to three issues of US Ex-Im Bank guaranteed bonds totalling $1bn. This was for the finance and re-finance of 12 aircraft and was the first time such bonds were issued on a pre-funding basis. Other major clients include AerCap, AWAS, BNP Paribas and FLY Leasing.

Milbank, Tweed, Hadley & McCloy LLP has an excellent reputation for transport finance and gives its clients access to a highly versatile practice. Although the extremely well regarded Eliot Gewirtz retired at the end of 2011, the team’s strength in depth, as well as its ability to draw upon sector specific expertise in ancillary areas such as tax, private equity and corporate, ensures its position among the very top. Drew Fine, who is regularly singled out for praise by clients, jointly heads the team with fellow New York partner Elihu Robertson. The firm is relied upon for the more complex transactions, and recently represented Doric Nimrod Air Finance Alpha as issuer on the $558m 2012-1 Class A and B Enhanced Equipment Trust Certificate structure (EETC) for Emirates. Another highlight was advising JPMorgan Chase as initial purchaser of $657m of Ex-Im Bank-supported bonds to finance nine Boeing 767-316ER’s being leased to LATAM Airlines Group. This was the first pre-funded Ex-Im Bank capital markets deal. Beyond aviation, the firm also has plenty of expertise in rail financings, as well as a more niche offering in space and satellite –related financings, an area where Peter Nesgos has a first-class reputation. Major clients include Citibank, International Lease Finance Corporation, and Sumitomo Mitsui Banking Corporation, which it advised on its $7.3bn acquisition of RBS Aviation Capital from RBS.

For sheer breadth and size, few can match Vedder Price’s all embracing transportation finance group. Client feedback states that this scale is also matched in terms of quality, whereby the ‘level of service is first rate, with always timely responses, great access to partners and very good support teams’. The practice is also considered ‘very good value for money, and contrary to other law firms, we have never had any problem with its bill’. The majority of the team, which is headed by Dean Gerber, is based in Chicago, although there is also a sizeable contingent in New York, as well as two partners in Washington DC and London respectively. Cameron Gee in New York is singled out for being ‘the PDP (pre-delivery payment financing) specialist. He has very good industry knowledge and is very business oriented. Also, very useful and quite rare for a lawyer, he understands the maths’. Chicago-based John Bycraft is also praised for his ‘excellent market knowledge and experience’, and Geoffrey Kass has a very strong reputation. The firm is extremely experienced in Export Credit Agency (ECA) related matters, and as primary counsel to Ex-Im Bank, the group gets a large flow of work. Most notably it advised Ex-Im on the groundbreaking LatAm financing, involving a first-of-its-kind option to issue prefunded bonds backed by the bank. On the airline side, the firm recently represented Southwest Airlines as lessor in the $1.5bn subleasing of 88 Boeing 717200 aircraft to Delta Air Lines. Another significant highlight, which reflects the firm’s broad range of clients, has been representing several creditors, including banks, hedge funds, ECAs, and operating lessors, in the American Airline’s bankruptcy. Beyond the transportation sector, Edward Gross stands out for his expertise in equipment financing.

Holland & Knight LLP’s team covers every corner of the market, including aviation, shipping, rail car, locomotive and many other forms of asset finance and leasing. ‘The overall level of service is excellent. Especially in the last several years, the strength-in-depth of team, in addition to the business acumen and industry knowledge, has stood out among the peer law firms. And there is excellent value for the money’. The firm also ‘does an excellent job of right-sizing its staffing and support to address the simple and the complex’. Among the partners, group head John Pritchard is ‘one of the world’s foremost asset finance lawyers’, and the ‘very responsive, helpful and innovative’ William Piels and Fred Bass ‘have a deep knowledge of the industry’. Associate Nancy Lucas is considered ‘a rising star’. On the aviation side, a significant highlight was representing GE Capital Aviation Services as issuer on $1.7bn of bonds secured by a portfolio of over 137 aircraft on lease to US airlines. On the shipping front, the firm represented Citigroup Global markets as underwriter on two separate issues by an affiliate of Crowley Maritime corporation of $269m ship financing bonds. The firm also represented GE Capital Rail Services on its acquisition of railcars and the multimillion-dollar sale of several portfolios of leased locomotives and railcars.

White & Case LLP’s highly rated asset finance group is extremely experienced in aviation and shipping finance, and is also well versed in other asset classes, including equipment and energy-related asset finance. Global head Christopher Frampton heads the team out of New York alongside the ‘just amazing’ Americas’ head Someera Khokhar. Together, they oversee a group that includes lawyers in Miami, as well as Los Angeles, where clients praise the ‘excellent’ aviation finance specialists Richard Smith and James Cairns. Overall, the team’s lawyers ‘are always available and deliver high-quality output in a timely manner’. Frampton and Hazem Derhalli come highly recommended, and ‘in addition to their technical skills and depth of market knowledge, they take a very proactive role in developing an overall strategy and managing the document negotiation and transaction process’. On the ship finance side, a major highlight was advising the lead arrangers, including ING Capital and Banco Santander, on the $1.1bn financing of the OSX-2 Floating Production Storage and Offloading Vessel. Banco Nacional de Desenvolvimento Economico e Social (BNDES) is a major client of the firm, which it advised on the $1.8bn restructuring of the financing arrangements for 218 Embraer regional jets owned by American Airlines and leased to American Eagle Airlines. The firm has also been representing BNDES in the subsequent American Airlines chapter 11. Another aviation highlight, which also reflects the firm’s excellent global reach, was representing Aviation Capital Group on the establishment of a $500m multi-currency MTN program listed on the Singapore Exchange.

Debevoise & Plimpton LLP’s focus might be narrower than other firms in the top two tiers, but for what it does, which is representing airlines, it is unquestionably second to none. This ‘outstanding’ expertise is born out by its ongoing representation of American Airlines, on all related matters, as well as Delta Air Lines and JetBlue Airways. The ‘highly knowledgeable and responsive’ practice is headed by John Curry who is praised for his ‘exceptional intellect’. Others singled out for praise include counsel Emily DiStefano for her ‘knowledge of the industry’, and Raymond Wells for being a ‘go-to resource’. American Airlines has inevitably provided the largest flow of work over the past year as a result of its Chapter 11 proceedings, which involved the restructuring of complex financing and purchase arrangements for over 1,000 aircraft. In spite of the ongoing chapter 11, the firm has also represented American Airlines on the financing of the largest aircraft order in aviation history, involving the acquisition of 460 narrow-body single-aisle aircraft from Boeing and Airbus. The firm also recently represented Delta Air Lines in seven separate EETC offerings raising over $875m.

Hughes Hubbard & Reed LLP gave its already excellent equipment finance credentials an extra boost in 2013 when it recruited partner Jeffrey Tenen and counsel Israel Sanchez to its Miami office. Both joined from Greenberg Traurig LLP and have very good reputations representing carriers, leasing companies and lenders, particularly in Latin America. New York corporate co-chair John Hoyns heads the well regarded team, which also includes Steven Chung in Washington DC and Mark Denham in Los Angeles. Recent highlights include representing Continental Airlines on its public offering of $892m Pass Through Certificates to finance 18 new and three used aircraft. On the lender side, the firm also acted for Wells Fargo Securities and Norddeutsche Landesbank Girozentrale as joint lead arrangers on a $320m senior secured financing for AWAS Aviation Leasing. The firm represents clients from all corners of the market, most notably, United Airlines, Azul Linhas Aereas Brasileiras, Goldman Sachs Lending Partners, Citibank and General Electric Capital Corporation.

Pillsbury Winthrop Shaw Pittman LLP is praised for its ‘proven ability to provide expert advice in the specialised field of asset financing and leasing’. Clients also praise its ‘quick and timely resolution of issues and accessibility to its clients’. Based in New York, the highly rated team is headed by structured finance and leasing expert Mark Lessard. He is backed up by a balanced team of quality partners including former head Payson Coleman, capital markets specialist William Bowers, as well as Charlotta Otterbeck and Michael Schumaecker who are both highly recommended for ECA financings. A significant highlight was advising Willis Lease Finance Corporation on a $390m issue of new notes by its newly formed subsidiary Willis Engine Securitization Trust II. The deal was the only aviation ABS placed on the capital markets in 2012. On the ECA side, the firm advised Atlas Air Worldwide Holdings on the $1.21bn financing of nine 747-8F aircraft, which included one Ex-Im Bank supported financing worth $850m. This was the first ever Ex-Im supported financing for a US airline. The firm acts for a broad spread of clients including airlines, lessors and banks. Key clients include Ethiopian Airlines, Etihad Airways, Natixis and JPMorgan Chase.

Shearman & Sterling LLP has a multi-faceted transportation and equipment finance group that has a string of quality partners and counsel. Transportation finance head Jonathan Goldstein has a very good reputation for aviation finance, and finance partners William Yaro and Joshua Thompson also come highly recommended. Of counsel Ji Hoon Hong is widely considered a market leader for issues relating to EETCs as well as other aspects of aviation finance. The firm acts for an impressive array of lenders and lessors, and is increasingly acting for hedge funds investing in the aviation sector. Recently, it advised a fund on its $300m acquisition of the 100% equity interest in the GECAS rotor securitization vehicle involving 30 spare aircraft engines. The firm has been involved in several major EETCs, and represented the underwriters, including Deutsche Bank Securities on a $479m EETC by Delta Airlines. The firm also represented the underwriters, Morgan Stanley and Deutsche Bank, on the $1.4bn EETC by American Airlines, which was impressive as it was achieved while the airline was in chapter 11. In addition, the firm acts for several lessors, including Crane Aircraft Partners and Automatic.

Fulbright & Jaworski LLP has a quality equipment finance practice with a strong following in the market. The extremely experienced James Tussing heads the team, which works primarily out of New York, but also has several practitioners in London. Sean Corrigan and Marc Latman are also very active on this front. The practice is by no means limited to aviation finance, and is also experienced in financings for the rail, ship and mass transit sectors, as well as other asset classes and equipment. The firm advised Emirates Air in a cross-border aircraft lease deal with Doric Nimrod Air Finance Alpha, involving an EETC offering worth over $587m, secured against four Airbus A380s. Another highlight was advising Boeing Capital Corporation on the sublease of 88 717 aircraft by Southwest Airlines to Delta Air Lines. Other significant clients include Jackson Square Aviation, Bank of New York Mellon, Mitsui & Co and International Lease Finance Corporation.

Praised by clients for having a very ‘strong team in this area’, Kaye Scholer LLP’s aviation finance and leasing group comes highly recommended. The highly experienced Michael Mulitz heads the nine-partner practice out of New York, and is backed up by a strong team of finance lawyers, including finance chair Henry Morriello, and Chicago-based partner Daniel Hartnett. The firm has particularly good experience advising private equity funds investing in aircraft, with clients including Guggenheim Aviation Partners, HHM Capital, BlackRock and TPG Credit Management. The practice has also been involved in establishing credit facilities and restructuring commercial aircraft financing facilities and securitizations for lessors including AerCap and Avolon. Most recently the firm has been advising numerous creditors, including Banc of America Leasing & Capital, AT&T Credit Holdings and HSH Nordbank on issues relating to the American Airlines bankruptcy. On the ECA side, the firm acts for several European agencies, including Germany’s Euler Hermes, France’s COFACE, and the UK’s ECGD.

Global co-chair Kevin Fingeret is one of the main points of contact at Latham & Watkins LLP’s versatile securitization and structured finance practice. The 30-lawyer team, which includes six partners in New York, Chicago and Los Angeles, continues to grow following the promotion of Graeme Smyth to partner in 2013. The asset finance side of the practice covers a variety of sectors and asset types, including aircraft leases, cell tower and broadcast tower assets, and rental car fleets. Recently it represented Deutsche Bank on the $282m financing for Global Tower Partners’ purchase of a portfolio of wireless cell tower easements and ground leases from Goldman Sachs. This was the first ever broadcast tower securitization. On the aviation finance side, the firm was issuer’s counsel to US Airways on two EETC offerings, worth over $1bn, used for the purchase and refinancing of several Airbus A321s and A330s. The firm has also been active in the automotive side, and represented Deutsche Bank Securities as conduit counsel on a $350m variable funding note issue for a rental truck securitization program by Centre Point Funding.

George Miller heads the broad and versatile asset finance group at Mayer Brown, which is particularly well regarded for its expertise on the structured finance side. Spread across offices in New York, Chicago and Los Angeles, the practice also benefits from a strong international offering, especially in France and Asia. This expertise covers most sectors, including aviation, automotive, maritime and rail. A recent highlight for the firm was representing MassMutual Asset Finance and MMAF Equipment Finance as issuer, master servicer and sponsor in a $704.5m equipment securitization. On the aviation front, Miller and Robert Barnard in New York advised Jackson Square aviation on a $435m term loan facility for the financing of various aircraft with DVB Bank acting as agent. The firm has also been active on the rail front and recently represented Credit Suisse Securities in a $857m securitization of TRIP Rail Master Funding LLC’s equipment leases. Other active clients include Dell, Mitsui Rail, Nissan Motor Acceptance Corporation and BNP Paribas.

Simpson Thacher & Bartlett LLP might not specialise to the same degree as some other firms, but that hasn’t stopped it from regularly being instructed on some of the most complex financings and securitizations in the market. This is testament to the quality of its partners, including structured finance expert Laura Palma, and Alan Brenner, who has an excellent reputation for aircraft finance. On the securitization front, the firm recently represented the underwriters, led by Citigroup Global Markets, Deutsche Bank Securities and RBS Securities, on an asset-backed notes offering by Mercedez-Benz Auto Receivables Trust, involving over $1bn of asset-backed notes. On the aircraft finance side, the firm is advising several creditors in the ongoing American Airlines chapter 11 proceedings. Airbus is another major client, which the firm recently advised on the acquisition of 80 Airbus A320 Family Aircraft by Republic Airlines. The firm also represented JPMorgan on several revolving $943m credit facility for Air Lease Corporation, as well as a $1bn senior notes offering.


Bank lending (including other sources of financing)

Index of tables

  1. Bank lending (including other sources of financing)
  2. Leading lawyers

Leading lawyers

Cravath, Swaine & Moore LLP has a ‘terrific practice’ that provides ‘an exceptional product’. The firm has a superb reputation for representing the banks, such as Credit Suisse, Goldman Sachs and JPMorgan, on financings of every type. While 2010 and 2011 were dominated by refinancings, for 2012, new financings were increasingly on the agenda, particularly acquisition financings and LBOs. On the lender side, a major highlight was advising Citigroup and Credit Suisse on over $3bn of senior secured credit facilities to finance Bausch & Lomb’s acquisition of Ista Pharmaceuticals, as well as to refinance existing debt. The firm also saw an increase in borrower-led mandates, and recently advised Dreamworks Animation SKG in connection with $400m of credit facilities. The firm also represented Ashland on a $3.9bn loan to finance its acquisition of International Specialty Products. The highly rated Michael Goldman heads the versatile team, which doesn’t specialise in the same way that some other firms do. Most partners are encouraged to take a more holistic approach to bank lending work, nevertheless certain specialisms have developed, partially as a result of client relationships. Among the partners, James Cooper is well regarded for investment grade debt, while B Robbins Kiessling has an active sports lending practice, which includes team takeovers and stadium financings. Paul Zumbro is considered one of the firm’s go-to partners for bankruptcy and distressed debt work. One of the firm’s most esteemed financing partners C Allen Parker has now become the firm’s Presiding partner, but will nevertheless continue fee-earning.

The ‘service levels are unmatched’ at Simpson Thacher & Bartlett LLP where ‘attorneys are accessible 24/7 to assist’ on all aspects of a transaction. ‘Undoubtedly a powerhouse in the market’, the team is led by Patrick Ryan who has an ‘exceptional style when negotiating or dealing with difficult issues’, and is credited for ‘the amount of time he is willing to spend helping train our more junior bankers’. One thing that makes the firm standout is its ability to provide strong teams that are capable of handling both sponsor and lender work, something that is very uncommon on LBOs, where lenders typically prefer their counsel not to represent borrowers at all. Both sides of the practice contain market leaders, with Ryan and James T Knight highly recommended for lender work, as well as Houston-based Robert Rabalais for energy-related financings. On the borrower side, James Cross and Brian Steinhardt have excellent reputations. A major highlight was advising a group of investor’s including KKR, Natural Gas Partners, Crestview Partners and Itochu Corporation, on the financing for their $7.2bn acquisition of Samson Investment Company. On the lender side, the firm also represented JPMorgan on the highly complicated financing for Wolverine World Wide’s $1.2bn acquisition of the Performance + Lifestyle Group business of Collective Brands Inc.

Cahill Gordon & Reindel LLPhas a phenomenal practice’ and has few rivals when it comes to representing lenders, particularly on LBOs. The team is also one of the largest in the market and has ‘a very deep bench and given its deal flow for blue chip deals, it is the largest repository for industry knowledge’. This industry expertise has made its lawyers particularly sought after, and when it comes to private equity deals they are often chosen by the sponsor to act as lender’s counsel. While this might seem counterintuitive, it is commonplace within the market, and banking clients are reportedly pleased to have the firm onside, since they already have well-established independent relationships with its lawyers: ‘It is a very smart and thoughtful team, and it makes the banker’s job easier. That is why it is the best’. The work itself goes beyond acquisition finance and LBOs, and the versatile practice is also strong in investment grade debt and has recently been involved in numerous refinancings. The firm has several highly rated partners, among whom James Clark is held in particularly high regard, and Noah Newitzmay be the best transaction lawyer on the street at present’. Others include Daniel Zubkoff and Susanna Suh, who represented UBS and other lead arrangers on a $1.2bn term loan facility to International Paper Company to partially finance its acquisition of Temple-Inland. Stuart Downing and Jennifer Ezring were among the lead attorneys advising the lenders such as Barclays Bank and JPMorgan Securities on the various facilities and bond offerings linked to The Carlyle Group’s $3.3bn acquisition of Getty Images.

Davis Polk & Wardwell LLP is another favourite for lender led advice on major acquisition financings, LBOs and investment grade debt. The firm has also been involved in several significant refinancings. Jointly headed by James Florack and Joseph Hadley, the firm has been an increasingly ubiquitous presence in the market, regularly getting instructed on some of its largest financings. Jason Krywood represented Goldman Sachs on its £3.8bn financing to Hologic for its acquisition of Gen-Probe, while Florack represented Morgan Stanley and Bank of Tokyo-Mitsubishi as lead arrangers on the $1.2bn financing for DigitalGlobe’s acquisition of GeoEye. Another highlight was Bradley Smith’s advice to Citigroup on a $950m debtor-in-possession (DIP) credit facility for Eastman Kodak Company. The firm also saw an increasing amount of work on the borrower side, and Joseph Hadley advised Facebook on its $5bn five-year senior unsecured revolving credit facility.

Latham & Watkins LLP is ‘very good across the board in all respects’, and is another rare firm with a consistently strong track record for both lender and borrower advice on LBOs. Michele Penzer co-heads the team with John Mendez, who ‘in the banking world, stands head and shoulders above his peers. He is not only our legal counsel, but also our business adviser’. Clients appreciate the firm’s broad international reach. ‘Regardless of which partner may be in charge, it is a global, full-service firm that has consistently provided top-notch legal services’. This reach was enhanced through the recruitment of Greg Robins from Skadden, Arps, Slate, Meagher & Flom LLP in Los Angeles, while in the firm’s nascent Houston practice, Catherine Ozdogan joined from Bracewell & Giuliani LLP. An undoubted highlight on the lender side was representing Barclays as arrangers’ counsel for a $13.3bn bridge, term loan and revolving credit facility linked to Kinder Morgan’s acquisition of El Paso Corporation. The firm also advised Credit Suisse on the complex $1.78bn financing for Vista Partners’ bid for the UK company Misys, and represented UBS on the $1.25bn financing for the acquisition of EMI Music Publishing Group by Sony, Mubadela Development Company, and the estate of Michael Jackson. Partners Daniel Seale, Christopher Plaut, Melissa Alwang, David Teh and Eugene Mazzaro are also singled out by clients for recommendation.

Milbank, Tweed, Hadley & McCloy LLP is ‘an excellent firm’, and Marc Hanrahan and Albert Pisa have built up a strong and very focused New York-based team with a core stable of major banking clients, including Goldman Sachs, Credit Suisse and Barclays. The six-partner practice might not be on the same scale as those in the top two tiers, but pound for pound it is considered more than a match when it comes to quality of advice. LBOs and acquisition finance are the bread and butter of the practice, and the firm has been involved in several significant transactions. Blair Tyson led the team in advising Deutsche Bank on its $1.9bn acquisition financing for Molson Coors Brewing company to finance its takeover of Starbev. Another highlight was representing Goldman Sachs Lending Partners, Citigroup Global Markets, RBC Capital Markets and Macquarie Capital as joint lead arrangers on the financing of Permira’s $1.5bn purchase of Genesys from Alcatel-Lucent. Other key partners in the group include Lauren Hanrahan and Marcus Dougherty.

Shearman & Sterling LLP’s ‘timely and precise’ bank lending team primarily acts for lenders. 2012 saw an uptick in acquisition finance work, particularly on the borrower side. A notable example was its advice to Canada Pension Plan Investment Board (CPPIB) on the financing of its $1.1bn acquisition of the Air Distribution division of Tomkins. This was the CPPIB’s first LBO as lead equity investor. Another highlight was representing Credit Suisse Securities on the complex $465m refinancing for DS Waters of America. The firm also represented the lenders, including Bank of America and Merrill Lynch on a $1.8bn term loan financing for Watson Pharmaceuticals and its acquisition of Actavis. Clients are ‘happy to put trust and faith’ with the ‘excellent’ team head, and global deputy head, Joshua Thompson, who alongside Maura O’Sullivan and Monica Holland receives very strong feedback from clients. The firm has suffered some significant departures and retirements in recent years, but it has moved to replace them, and recently recruited former Dewey & LeBoeuf LLP finance partner Jonathan DeSantis

While Skadden, Arps, Slate, Meagher & Flom LLP’s ‘great’ bank lending practice is best known for its borrower-led advice (particularly corporate borrowers), the firm has been increasingly active for lenders including Bank of America and Credit Suisse. One of the firm’s largest mandates was from Barclays Bank, where highly rated co-head Sarah Ward led on a $1.45bn superpriority secured DIP loan facility provided to Residential Capital, which filed for Chapter 11 in May 2012. On the borrower side, the firm was involved on some of the largest transactions the market had to offer, including its advice to Express Scripts on its $29.1bn acquisition of Medco Health Solutions and the related $5.5bn financing. Another highlight was advising Travelport on a complex cross-border financial restructuring involving $3.8bn of debt. The team has a strong collection of partners based in its New York, Los Angeles and Chicago offices. New York-based partner Alejandro Gonzalez Lazzeri is noted for his expertise in Latin America-related financings, including recent deals for Cementos Argos and Grupo Bimbo. Stephanie Teicher and Sal Guerrera also have very active practices.

Weil, Gotshal & Manges LLP is considered by clients to be ‘best in class for high-grade acquisition finance’ thanks to its ‘very experienced team with the best industry and legal knowledge’. The highly experienced Daniel Dokos heads the global team out of New York, and is backed up by a string of top notch partners with strengths across all areas. Morgan Bale has an excellent reputation for high-grade acquisition finance and was involved in some of 2012’s largest transactions, most notably for Goldman Sachs as lead arranger in the $3.5bn senior unsecured bridge facility for Walgreen’s strategic investment in Alliance Boots, involving $6.7bn in cash and stock. Another highlight for the firm (and Dokos as lead partner) was representing General Motors Corporation on an $11bn revolving credit facility, the largest such unfunded revolver of all time. For sponsor-led financings, US co-head Angela Fontana has a very good reputation, and recently represented Ontario Teachers’ Pension Plan, Canada’s third-largest pension fund, for the $750m financing for its acquisition of a majority stake in Heartland Dental Care. Douglas Urquhart also comes highly recommended and advised Citi and Barclays Bank on the multi-million DIP financing for Patriot Coal. The expanding practice has also brought in several significant new partner hires, including John Cobb, the former banking head of Dewey & LeBoeuf LLP, who primarily advises the firm’s lender clients, and leveraged buyout expert Allison Liff from Goldman Sachs.

White & Case LLP has an ‘excellent’ practice led by the extremely well regarded global head Eric Berg. Among the partners Scott Zemser is singled out for his ‘subject matter expertise, responsiveness, and ability to advise while taking into account the underlying business issues’. The practice continues to grow and recently recruited Greg Owens a former banking partner at Dewey & LeBoeuf LLP to its New York office. The practice is best known for its lender-led work, with Deutsche Bank being one of its largest clients. A major recent highlight was advising Deutsche Bank as joint lead arranger on a $2.1bn senior secured credit facility provided to Colfax Corporation to help finance the cash side of its acquisition of Charter international. The firm was also involved in several borrower-led representations, and advised Dynegy Power on its $1.1bn senior secured financing. Other major clients include BNP Paribas, Jefferies Finance and China Development Bank.

Cleary Gottlieb Steen & Hamilton LLP has a good reputation for private equity and corporate work, and invariably acts for the sponsors and borrowers. The ‘extremely responsive and knowledgeable team’ is praised for its ‘very high level of service’ and ‘business acumen’. Among them, the ‘stellarDuane McLaughlin is singled out by clients as a ‘responsive, practical, extremely smart and a very good lawyer’, who is ‘both creative for us and persuasive with opposing lawyers’. Laurent Alpert and Meme Peponis recently advised Bausch & Lomb on the refinancing and upsizing of its existing senior secured credit facilities, valued at over $3bn, much of which was used to repay existing facilities and fund acquisitions, such as its takeover of ISTA Pharmaceuticals. The firm is well regarded for cross-border financings, and stands out for its extremely strong links with the Latin American market. Recently it advised Codelco, a Chilean state-owned copper company on its $1.26bn financing by Mitsui & Co for its acquisition of 24.5% stake in Anglo American Sur. On the refinancing side, the firm was also counsel to the bank steering committee in the successful and very innovative refinancing of approximately $7bn of Cemex debt. For private equity, TPG Capital is a major client of the firm.

Debevoise & Plimpton LLP is ‘an excellent firm with excellent lawyers and excellent value, even considering it is New York-based’. The firm is extremely popular for sponsor-led mandates, particularly on the private equity side where it is one of the very best in the market, representing some of its largest players, including Oaktree Capital Management and Providence Equity Partners. While the team covers every type of product, it is ‘beyond the basics where it truly distinguishes itself’. Group head David Brittenham and William Beekman are ‘best in breed’, providing ‘technically strong, cohesive and very commercial’ advice. The ‘careful and diligentPaul Brusiloffis very experienced from a restructuring and capital structure point of view and can be a single source solution to all our questions’. Clients also have a ‘high degree of trust’ in Jeffrey Ross, who is ‘exceptional on both the financing and the M&A front’. Recent highlights include advising The Carlyle Group on the financing of its $3.3bn acquisition of Getty Images, as well as Clayton, Dubilier & Rice on the financing of its $1.05bn acquisition of David’s Bridal. The firm also saw plenty of activity on the corporate borrower side, and the highly experienced Pierre Maugüé advised Reynolds Group Holdings on its $3.25bn note offering, which was the third-largest single-tranche issue on record in the high-yield market.

Clients of Fried, Frank, Harris, Shriver & Jacobson LLP appreciate that the firm’s finance lawyers work for banks, sponsors and borrowers, ‘which gives them insight into the different perspectives of each of these industry participants. That insight has been really valuable to our team in getting deals done in a variety of market conditions’. The ‘very conscientious and knowledgeableWilliam Reindel heads the team, which includes the ‘extremely responsive and very thoughtfulGus Atiyah in Washington DC, who is ‘always eager to assist’. The ‘very strongChristian Nahrunderstands the financing markets and provides solid, commercial advice’. On the LBO side, the firm saw a significant amount of activity, and a major highlight was advising Permira on the financing of its $1.5bn acquisition of the Genesys call centre business from Alcatel-Lucent. The firm also advised Goldman Sachs Capital Partners on the financing of its acquisition, along with P2 Capital Partners, of Interline Brands. Among the institutional lenders, Bank of America Merrill Lynch is a major client of the firm, which it worked with on numerous major financings and refinancings. Brian Murphy is particularly well regarded for his advice to lenders.

Kirkland & Ellis LLP’s ‘terrific’ debt finance group is extremely popular with clients, and very well respected in the wider legal market, especially for advising private equity sponsors on related financings. According to one client, Chicago-based practice head Linda Myers is ‘by far the best debt lawyer I have worked with’, with a level of practicality that ‘allows her to check her ego at the door and not feel she has to win every point to prove herself’. The team is ‘an outstanding partner in the debt arena’, which provides an ‘exceptional level of service’. Clients also single out the ‘outstandingMaureen Sweeney in Chicago, and the ‘fantasticJason Kanner in New York, who ‘consistently provides value’ and ‘has a good sense of market terms for debt deals’. In San Francisco, Francesco Penati is ‘terrific’ and ‘combines legal knowledge with business savvy so can be effective with negotiations’, and Christopher Kirkham is ‘excellent at what he does and resolves any issues that invariably arise’. 2012 was a busy year for the practice, and advising Kerzner International Holdings on its $4bn restructuring was a significant highlight. The firm also represented Vista Equity Partners on its $1.7bn financing for its $2bn acquisition of Misys. On the corporate side, the firm advised Bristol-Myers Squibb on the $1.5bn financing used for its $7bn takeover of Amylin Pharmaceuticals. Another corporate highlight was advising WideOpenWest on the $3.14bn refinancing and subsequent acquisition financing of its take private of Knology.

Ropes & Gray LLP has an ‘excellent’ private equity practice and is invariably advising the sponsors on all their financing issues. Clients commend the practice for having ‘a much deeper bench, better industry knowledge and therefore better value’, than many of its close competitors within the market. The highly-rated finance team is jointly headed by Byung Choi and Jay Kim in New York. The firm’s workload and client base is reflective of its standing in the market. Recent highlights include representing Bain Capital Partners on the financing of its $1bn acquisition of a 30% stake in the Indian outsourcing technology company Genpact from Oak Hill Capital Partners and General Atlantic. The firm also represented TPG, one of its major clients, on the financing for its $1.9bn acquisition of Par Pharmaceutical Companies. Former finance head Thomas Draper remains an active presence in the market, and Steven Rutkovsky also has a strong reputation.

Gibson, Dunn & Crutcher LLP has an active borrower led practice that acts for a wide range of corporate clients, on a broad variety of financings and refinancings. The team is largely split between New York and Los Angeles, with LA-based partner Jeff Hudson jointly heading the practice with Robert Cunningham and Joerg Esdorn in New York. Hewlett-Packard (HP) is a major client. Having initially advised HP on a bridge credit facility for its $8.2bn acquisition of Autonomy, in 2012 the firm also represented it on a five-year $3bn unsecured revolving credit agreement. A highlight for Linda Curtis was representing Wolverine World Wide on a $1.1bn facility to finance, in part, the acquisition of certain assets comprising the Performance + Lifestyle Group business of Collective Brands. The firm is also well known for its experience advising on financings in the utilities arena, as well as the renewables sector. Other active team members include Aaron Adams and Darius Mehraban in New York, and Cromwell Montgomery in Century City, California. In 2012, Andrew Cheng in Los Angeles was promoted to partner.

Clients have ‘very high praise’ for Paul Hastings LLP’s lawyers, when it comes to bank debt, high-yield financings and bankruptcies. The team, which is jointly headed by John Hilson in Los Angeles and William Schwitter in New York, has been moving forward at a rapid pace. The firm boosted its credentials on the energy finance side through the recruitment of Paris Theofanidis from Vinson & Elkins L.L.P.. His arrival formed a core part of the new Houston office that the firm opened in 2012. This comes on the back of several significant new lateral hires in New York in 2011, namely Michael Michetti, Rich Farley and Michael Baker. The new recruits have since started to pay dividends. Both Baker and Farley represented RBC Capital Markets and BMO Capital Markets as lead arrangers on the financing of Ares Management and CPPIB’s $1.6bn acquisition of 99 Cents Only Stores. Theofanidis recently represented JPMorgan Chase on a $1.5bn unsecured credit agreement for NuStar Logistics. Michetti and Farley also advised Bank of America Merrill Lynch on a $600m facility to Midstates Petroleum Company for its acquisition Mississippian Lime oil properties in Oklahoma and Kansas from Eagle Energy Production. Other key clients on the bank lending side include Wells Fargo, UBS, GE Capital Markets and Citibank.

Proskauer Rose LLP impresses on the back of some excellent feedback from leading financial institutions, and its market leading expertise in specialised areas such as uni-tranche financings and sports finance. The group ‘consistently exceeds expectations with regard to turnaround time and market knowledge’ and provides ‘extraordinary value, has a deep bench and possesses expertise among all relevant practice areas’. The ‘truly exceptional’ finance co-head Stephen Boyko and Steven Ellis, fellow multi-tranche finance expert, ‘are two of the finest lawyers I have used in more than 20 years’ and ‘deeply steeped in all aspects of middle-market financing’. The ‘knowledgeable, flexible and resilient’ finance co-head Ron Franklin is ‘an exceptional lawyer’ who clients ‘would recommend to anyone requiring stellar legal advice within leveraged finance’. Meanwhile, the ‘smart, practical, well connected and affable’ firm chairman Joseph Leccesse, who co-heads the sports law group, is ‘a global leader in sports’ and the ‘firm is a standout for its sports industry knowledge’. Highlights included advising Ares Capital as administrative agent in a $245m uni-tranche credit facility for The Carlyle Group’s acquisition of Service King Collision Repairs. On the borrower side, it also represented Sankaty Advisors in a $400m financing for its take-private acquisition of Tekelec from Siris Capital Group.

Sidley Austin LLP provides clients with ‘an extremely competitive and good-value’ team, with ‘a deep bench’ that will ‘work to protect the banks and also provide sound advice as to negotiation’. Group head James Clark and Mark Kirsons are, according to the banks, both ‘great with our clients. They are very firm, however, not with an arrogant or derisive attitudes’. The ‘direct and to the pointRobert Lewis is also commended for his ‘very sound legal advice’ and ability to ‘delegate work to less expensive associates to keep bills reasonable’. Zulfiqar Bokhari and Pamela Martinson are also praised for their ‘depth of knowledge, sound advice and guidance’ and ‘ability to separate business issues from legal issues quickly and succinctly’. The firm’s work is primarily bank led, with major clients including Bank of America, Wells Fargo Bank, Barclays Bank and JPMorgan. A significant highlight was representing Wells Fargo Bank as administrative agent on a $1bn senior secured revolving credit facility to General Growth Properties Limited Partnership. The firm is well placed across much of the US market, with strong practices in Chicago, New York, Los Angeles and Houston, and has one of the most active national practices for mid-size transactions.

Sullivan & Cromwell LLP is an ‘absolutely first-rate’ firm where, according to clients, there are few partners who ‘are not super smart’. The practice, which is headed by John Estes and Neal McKnight primarily works out of New York, although Dennis Sullivan is very active in the firm’s Washington DC office. Corporate borrowers make up the bulk of the work, and in the past year the abundant refinancing mandates have started to make way for more activity on the acquisition finance side. One of the biggest and most complex transactions the firm was involved in was for United Rentals, which it advised on the $2.8bn acquisition financing, required for the company’s $4.2bn cash and stock merger agreement with RSC Holdings. On the restructuring and refinancing side, the firm acted for Eastman Kodak Company on its $650m DIP facility, as well as its $793m junior DIP. The firm also represented Fortescue Metals Group as borrower on a $5bn five-year secured term loan B facility, the largest such transaction since 2007. Erik Lindauer also represented AIG on its amended and restated $4bn four-year bank credit facility. Despite its leaning toward the borrower side of the market, the firm also received significant lender mandates, and was instructed by Goldman Sachs on several financings, including a $1.8bn syndicated loan to two subsidiaries of the Sara Lee Corporation.

Cadwalader, Wickersham & Taft LLP has a quality finance practice with partners in New York, Charlotte and Houston. The Texas office, which opened in early 2011, has a strong focus on financings in the energy and commodities sector, with Robert Stephens and Michael Niebruegge particularly well regarded on this front. This side of the practice has been very busy, and a recent highlight was advising Morgan Stanley on a ten-year, $744m volumetric production payment deal with Chesapeake Energy. Partners in New York and Charlotte have also been involved in several energy sector mandates. Group head Steven Cohen has been involved in several related financings for Bank of America Merrill Lynch, including its $215m credit facility to Guadalupe Power Partners for a natural gas-fried combined-cycle merchant electric generating facility. In Charlotte, Chris McDermott represented BNP Paribas Securities as sole lead arranger on the amendment and restatement of a $500m syndicated facility to the energy trading and terminal company, NIC Holding. Other major clients include RBC Capital Markets, JPMorgan Chase, RBS and Citibank.

Jones Day has an extremely strong national practice that is very popular for mid-market lender work. Brett Barragate, who divides his time between New York and Cleveland, and Chicago-based Robert Graves, jointly head the team, which has a strong spread of partners throughout Atlanta, Boston, Houston and San Francisco. On the borrower side, Chip Bensinger led the team advising ConAgra Foods on the financing necessary for its $5bn acquisition of Ralcorp Holdings. Robert Graves also advised Eastman Chemical Company on the $3.5bn financing connected to its $4.8bn acquisition of Solutia. The firm also acts for a number of lender clients, including Bank of America, Goldman Sachs, Morgan Stanley and Citigroup.

When it comes to bank lending work, Mayer Brown is ‘an A-plus firm in all respects’ according to clients, and has established a very strong reputation acting for lenders on a wide variety of matters. With offices in Chicago, Houston, New York, Charlotte, and Washington DC, the firm has a broad geographic reach. This was significantly enhanced in 2012 through several top level recruits, including former Dewey & LeBoeuf LLP partner Barbara Goodstein in New York, Perry Hicks from Cadwalader, Wickersham & Taft LLP in Charlotte, and also Ann Richardson Knox from Haynes and Boone, L.L.P. in New York. Their arrivals add to a team that includes Michael Mascia, who is ‘a top expert’ in subscription finance, with a team that is ‘exceptionally attentive to detail’, ‘works very fast and at the same time delivers quality advice and legal documentation’. A recent highlight for Mascia was advising Wells Fargo & Company on its $3bn deal to acquire WestLB’s subscription finance portfolio. Chicago-based co-head Doug Doetsch has a very strong reputation, as does New York practice head David Duffee and Christopher Erckert in Washington DC. The firm’s Houston office is also noted for its energy-related financings, an area where Tristan Propst is particularly active.

O'Melveny & Myers LLP has a well regarded team that represents a mix of borrowers and lenders. The firm has been involved in several significant transactions, often with a large capital markets component. Among the highlights, the firm advised the underwriters, including Citigroup Global Markets and Credit Suisse Offerings, on two debt offerings for Wellpoint, that helped finance its acquisition of Amerigroup. The firm also represented the joint book-runners, including Merrill Lynch and Wells Fargo Securities on a multi-tranche registered debt offering for Watson Pharmaceuticals to finance its acquisition of Actavis. Group head Eric Reimer divides his time between New York and Los Angeles and is backed up by a strong team that includes the highly experienced Tom Baxter and Joe Kim.

Top notch in all areas’, Paul, Weiss, Rifkind, Wharton & Garrison LLP’s increasingly active practice has begun to gain some traction. The firm has made a considerable push into the area, and the recent recruitment of Gregory Ezring from O'Melveny & Myers LLP has been very well received within the market. The ‘wonderfulTerry Schimek co-heads the ‘world-class’ team with Jordan Yarett and is praised for her ‘wealth of experience, enthusiasm and dedication’. Clients also single out Thomas de la Bastide, and the ‘creative, reasonable and very pleasantDale Sarro, who is praised for his ‘excellent grasp of the details and achieving the best that the current market conditions permit’. The firm acts for an impressive range of private equity clients including Oak Hill Capital Management and Towerbrook Capital Partners. A significant highlight was advising Apollo Global Management as part of a private equity consortium on its financing for the $7bn acquisition of the energy company El Paso.


Capital markets: debt offerings

Index of tables

  1. Capital markets: debt offerings - advice to issuers
  2. Capital markets: debt offerings - advice to managers
  3. Leading lawyers

Cleary Gottlieb Steen & Hamilton LLP is ‘one of the greatest firms for capital markets work’ and has an enviable depth of experience in both the US and beyond, particularly in Latin America. The team is noted for its strength in acting as both issuer and underwriter counsel and has an impressive client roster, featuring major financial institutions and corporations. Sandra Flow and Craig Brod advised American Tower Corporation on a $700m SEC-registered offering of senior notes. Brod, Jeffrey Karpf and Helena Grannis also advised the underwriters on AIG’s $750m SEC-registered debt offering in 2012. The ‘very respectedLeslie Silverman, together with David Parish, represented the underwriters, led by Barclays, Citigroup, JPMorgan and Wells Fargo Securities, in Transocean Inc’s SEC-registered public offering of $1.5bn senior notes. Leading practitioner David Lopez continued to advise key client LyondellBasell Industries, and in April 2012 he advised the company on a $2bn offering of 5% senior notes due 2019 and a $1bn offering of 5.75% senior notes due 2024, in addition to advising on concurrent tender offers issued by a subsidiary company. Adam Fleisher advised the initial purchasers, led by Merrill Lynch, on a $690m convertible senior debt offering by Salix Pharmaceuticals. Also singled out from the ‘highly capable team’ are Duane McLaughlin, John Palenberg and Nicolas Grabar.

Cravath, Swaine & Moore LLP’s ‘top-rate’ team of ‘uniformly competent’ lawyers is noted for its impressive experience advising both managers and issuers in the debt capital markets. The firm acts for many major corporations and financial institutions: ‘nobody has a better client base than Cravath’. Key issuer mandates included advising CBS Corporation on two registered senior debt offerings of $1.6bn total, and advising CyrusOne LP and CyrusOne Finance Corp. (subsidiary companies of Cincinnati Bell) on a $525m Rule 144A/Reg. S senior debt offering; these matters were handled by William Whelan and William Fogg, respectively. Elsewhere, Eric Schiele advised Time Warner on a $1bn registered debt offering, and William Rogers Jr acted for Shell International Finance regarding its $2.5bn registered debt offering. On the manager side, Kris Heinzelman advised the underwriters, led by Bank of America Merrill Lynch, BNP Paribas, Citigroup and HSBC, on Hewlett-Packard’s $2bn registered debt offering. Craig Arcella acted for the underwriters in the $200m registered senior debt offering by Service Corporation International, and Andrew Pitts represented the initial purchasers in the $5.8bn Rule 144A/Reg. S senior debt offering by Phillips 66 Company. Whelan also advised the initial purchasers, including Bank of America Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, Morgan Stanley and RBS, on two Rule 144A/Reg. S offerings totaling $7.6bn by Aristotle Holdings. LizabethAnn Eisen acts for Xerox, and Stephen Burns and John White are also highly recommended. Johnny Skumpija made partner in 2013, and senior attorney Douglas Johnson is ‘one of the most competent capital markets lawyers’.

A key player in the capital markets, Davis Polk & Wardwell LLP is noted for its strength acting for both issuers and managers, and for its solid experience within the US and beyond. Richard Truesdell and Michael Kaplan remain the ‘go-to individuals’ of the practice, and clients rate the ‘deep bench of highly skilled lawyers’. Highlights for Truesdell included advising Citigroup Global Markets, Goldman Sachs and JPMorgan Securities as underwriters of Apache Corporation’s $3bn SEC-registered notes offering, and advising Freeport-McMoRan Copper & Gold on a $3bn SEC-registered senior notes offering. Richard Sandler advised Citigroup Global Markets and Goldman Sachs as representatives of the underwriters regarding The Hartford Financial Services Group’s offerings of $1.55bn senior notes and $600m of junior subordinated debentures. Elsewhere, Sandler and Joseph Hall advised the initial purchasers on the first capital markets offering by ING US, a $850m Rule 144A/Reg. S senior notes offering in July 2012. Hall continues to act for PepsiCo, and the ‘excellent’ Deanna Kirkpatrick advised Cigna on a $2.1bn SEC-registered debt shelf takedown, to fund part of Cigna’s acquisition of HealthSpring. From Menlo Park, Bruce Dallas advised Comcast on a $2.25bn SEC-registered debt offering, and Alan Denenberg is also recommended. In New York, Richard Drucker, Sarah Beshar and John Meade are noted for their expertise.

Renowned for its ‘great work’, the team at Sidley Austin LLP demonstrates broad capabilities in the debt capital markets, and regularly acts as issuer and designated underwriters’ counsel in debt offerings. The group has experience across the US and wide-ranging expertise, from the financial sector to REITs. Key practitioner Edward Petrosky benefits from ‘decades of experience’, and the team also fields the ‘attentive, thorough and practicalCraig Chapman, and Samir Gandhi, who is ‘unequivocally a top lawyer’. James O’Connor is also recommended, and together with Petrosky, he advised the underwriters on a $400m notes offering by Flower Foods. Petrosky also acted as underwriters’ counsel in O’Reilly Automotive’s $300m notes offering, and a $300m notes offering by Land O’Lakes (together with Gandhi). Other highlights included Bartholomew Sheehan III advising the underwriters on CommonWealth REIT’s $175m notes offering, and Chapman acting for the underwriters with regard to four MTN offerings totaling $1.8bn by Australia and New Zealand Banking Group. In San Francisco, Eric Haueter acted as underwriters’ counsel in Occidental Petroleum’s $2.2bn senior notes offering. On the issuer side, the Chicago-based team handled several matters: Larry Barden advised Owens Corning on its $600m notes offering, and Paul Choi advised Caterpillar Inc on its $1.5bn notes offering. From New York, Jonathan Miller acted for Colgate-Palmolive regarding two MTN offerings totaling $1bn. San Francisco-based Sharon Flanagan is recommended alongside William Massey in New York.

Providing ‘terrific attention to detail’ on debt capital market transactions, Simpson Thacher & Bartlett LLP has a superb reputation and acts for a host of manager and issuer clients, including many first-time issuers. It is praised for its ‘excellent substantive knowledge’ and ‘strong communication and understanding of client objectives’. In July 2012, Arthur Robinson assumed responsibility for the firm’s capital markets group following Vincent Pagano’s retirement. The ‘very reponsive’ team is ‘excellent at identifying issues and proposing solutions’, and clients praise the ‘great strength at partner level through to senior associates’. Andrew Keller notably represented the initial purchasers, led by Barclays, Citigroup, Goldman Sachs, JPMorgan, RBS, Credit Suisse, Deutsche Bank Securities, HSBC and Wells Fargo Securities, in a $6bn aggregate principle amount Rule 144A/Reg. S notes offering by Kraft Foods Group. Keller also advised a syndicate of underwriters on the $800m public offering of floating rate notes by Kraft Foods Inc. Marisa Stavenas acted for the underwriters regarding Halliburton Company’s $500m offering of 3.25% senior notes due 2021 and a $500 offering of 4.50% senior notes due 2041. Glenn Reiter has ‘extensive experience in debt transactions’ and is rated for his ‘deep knowledge of all legal issues involved with debt offerings’. Reiter, together with William Brentani in Palo Alto, advised Microsoft on its $2.25bn public offering of debt. In 2012, Joseph Kaufman advised the underwriters on a $2bn SEC-registered senior notes offering by NBCUniversal Media, and from Palo Alto, William Hinman advised the underwriters on Oracle Corporation’s $5bn aggregate principle amount registered public offering of notes. ‘Invaluable in providing careful and timely advice’, counsel Kirsten Davis has ‘excellent organizational and product management skills’. The ‘engaged and involved’ Roxane Reardon is ‘very intelligent’ and has a ‘broad understanding of relevant issues’. Edward Tolley and Richard Fenyes are recommended.

One of the best firms for capital markets work’, Sullivan & Cromwell LLP maintains its status as a forerunner in debt capital markets, including high-yield debt. Head of the corporate and finance group, Robert Downes has a top reputation. Noted for his wide-ranging experience, highlights for Robert Buckholz included acting for the underwriters in ADT Corporation’s $2.5bn Rule 144A/Reg. S guaranteed bonds offering, and advising AIG on several notes offerings in 2012, including a $2bn notes offering in March 2012. Elsewhere, David Harms advised the underwriters on the $9.8bn SEC-registered global notes offering by United Technologies Corporation, the second-largest debt deal of 2012 by a US issuer. A Los Angeles-based team of Patrick Brown and Alison Ressler advised toy company Mattel on its $600m SEC-registered offering of senior unsecured notes. William Farrar, Andrew Soussloff, Neal McKnight and John Estes are all highly recommended.

Latham & Watkins LLP is renowned for its strength in debt capital markets, and the large team draws on the capabilities of lawyers across the US to act for both issuers and managers. Marc Jaffe in New York and Patrick Shannon in Washington DC remain the global co-chairs of the practice, and the team also counts on the support of Lene Malthasen in the London office. Jaffe and Senet Bischoff acted for Goldman Sachs as the initial purchaser in a bond offering by CNO Financial Group (also including a tender offer for existing bonds and the repurchase of convertible senior debentures). Gregory Rodgers and Shayne Kennedy, in New York and Orange County respectively, advised Banc of America Securities in connection with a multi-tranche senior notes offering by Gilead Sciences. Elsewhere, Bischoff, together with Christopher Lueking in Chicago, acted for Goldman Sachs, Wells Fargo Securities and Stifel Nicolaus Weisel in a $550m offering of 7.875% senior secured notes due 2019 by Viasystems, together with a tender offer. Houston-based Michael Chambers advised RBS Securities as initial purchaser on the $1.8bn debt offering of 6.250% senior notes due 2019 by Linn Energy. On the issuer side, the team has acted for Hyatt Hotels Corporation. Also recommended are Alexander Cohen, ‘powerhouseKirk Davenport and Barry Clarkson, based in Washington DC, New York and San Diego respectively.

Highly recommended by peers and clients, Shearman & Sterling LLP has solid experience in the debt capital markets, with an excellent reputation in the US and Latin America. The 16-partner team acts for both issuers and financial institutions. David Beveridge was appointed as global managing partner at the firm in May 2012. Lisa Jacobs acted for Bank of America Merrill Lynch, Citigroup and Wells Fargo Securities as joint bookrunning managers in the $3bn senior notes offering by Precision Castparts, in order to fund its acquisition of Titanium Metals Corporation. In San Francisco, John Wilson represented JPMorgan, Citigroup, Credit Suisse and Deutsche Bank Securities as underwriters in the registered public offering of $3bn aggregate principal amount of investment-grade notes by eBay. The team also acted for the joint bookrunning managers in a multi-tranche notes offering by Eaton Corporation (merged with Turlock Corporation), including a private placement of $600m 0.950% senior notes due 2015. Among issuer mandates, leading rainmaker and head of the Americas practice group Antonia Stolper acted for Peruvian mining company Volcan Compañia Minera on a first-time issuance of $600m 5.375% senior notes due 2022, pursuant to Rule 144A/Reg. S. Jacobs and Stephen Giove also advised Viacom on two investment-grade debt offerings of senior notes and senior debentures totaling $1.6bn. Stuart Fleischmann and Robert Evans are recommended.

Skadden, Arps, Slate, Meagher & Flom LLP continues to be a very well-recognised player in the debt capital markets, and the team has impressive sector experience and regularly advises issuers and financial institutions. Among major highlights, Stacy Kanter represented a pharmacy benefit management provider in its $1.5bn offering of senior notes, and in a $3.5bn Rule 144A/Reg. S senior notes offering in three tranches and a $4.1bn Rule 144A/Reg. S senior notes offering in four tranches made by its subsidiary company. Gregory Fernicola advised an online travel services company on debt issuances totaling $3.8bn made by entities in the US, UK, Bermuda and Cayman Islands as part of the company’s financial restructuring. In Los Angeles, Gregg Noel and Rodrigo Guerra Jr are recommended. Noel and Palo Alto-based Thomas Ivey advised Broadcom Corporation on its $500m public offering of 2.7% senior notes. Richard Aftanas advised a major US beverage company on several mandates totaling $6.5bn as part of its refinancing, including a $2.75bn offering of notes in three tranches and a two-step debt issuance and exchange offer. David Goldschmidt is noted for his extensive experience. All individuals are based in New York unless mentioned otherwise.

A key player in the energy sector, Baker Botts L.L.P.’s capital markets experience spans debt, equity and high-yield debt offerings. The Houston-headquartered team has experience advising both issuers and managers, and it is also known for its master limited partnership (MLP) practice. Practice head David Kirkland represented two subsidiary companies of Schlumberger in a $2bn Rule 144A/Reg. S senior notes offering. Gerald Spedale and Tull Florey advised key client CenterPoint Energy Houston Electric on its $800m offering of general mortgage bonds in two series, and also acted for CenterPoint Energy Transition Bond Company IV in its $1.695bn aggregate principal amount offering of its 2012 senior secured transition bonds. On the manager side, John Geddes acted as counsel to the underwriters in two debentures offerings by Burlington Northern Santa Fe of $1.25bn each. Kirkland also advised the underwriters on Newfield Exploration Company’s $1bn offering of 5 5/8% senior notes due 2024, and Theodore Paris and Hillary Holmes acted for the underwriters in Weatherford International’s $1.3bn senior notes offering. Dallas-based Doug Rayburn is recommended, alongside Kelly Brunetti Rose and Joshua Davidson in Houston.

Cahill Gordon & Reindel LLP’s strength lies in advising manager clients, and the firm acts for an impressive roster of financial institutions, particularly on the high-yield side. Highlights for the capable team included Jonathan Schaffzin and William Miller advising Citigroup, Deutsche Bank Securities, RBS, Scotiabank and US Bancorp as joint bookrunning managers and co-managers of Ashland’s $500m Rule 144A/Reg. S senior notes offering, and advising the initial purchasers on a $4bn notes offering by DIRECTV Holdings and DIRECTV Financing, a matter led by Corey Wright and Daniel Zubkoff. Miller and William Hartnett acted for JPMorgan Securities as lead bookrunner and the initial purchasers in News America’s $1bn senior notes offering. Elsewhere, Susanna Suh advised Praxair on its $600m notes offering. James Clark, Noah Newitz and Brian Kelleher also acted as counsel to the underwriters regarding a $1.5bn notes offering by Ally Financial.

Second to none in terms of business acumen and the strength of its team’, Debevoise & Plimpton LLP has strong debt capital markets experience, spanning investment-grade and high-yield debt offerings. It provides ‘incredibly practical and clear advice’ to issuers and underwriters, and the firm can also draw on its private equity expertise. Aviation and insurance remain key sectors of focus for the team, and the ‘practical and insightfulAlan Paley and Peter Loughran continue to co-head the firm’s securities group. Among recent highlights, Paley and Paul Rodel advised Westpac on several offerings related to its $20m global covered bond program, and Loughran advised Principal Financial Group on three separate offerings, each of $300m senior notes. Rodel is particularly noted for his experience in Latin America, and in 2012 he represented Globo Comunicação e Participações in two Rule 144A/Reg. S offerings, as well as advising Itaú Unibanco on notes offerings totaling $5bn as part of the bank’s MTN program (together with Loughran). Elsewhere, Matthew Kaplan acted for Warner Music Group in the offering of $500m 6.000% senior secured notes due 2021 and the offering of $1.75m 6.250% senior secured notes due 2021 by WMG Acquisition Corp, and Ethan James represented Prudential Financial in a $1bn offering of 2.997% class A notes due 2015 of the Prudential Covered Trust 2012-1. James also acted for Bank of America Merrill Lynch and JPMorgan as representatives of the initial purchasers in two senior notes offerings of total $1bn by Liberty Mutual. The ‘very knowledgeable and responsiveSteven Slutzky, together with Pierre Maugüé, advised Reynolds Group on its $3.25bn offering of 5.75% senior secured notes due 2020. The ‘clear and concise’, Paul Brusiloff is recommended, and clients praise the team’s ‘first-rate’ service.

Dechert LLP’s debt capital markets experience spans both US and cross-border offerings, and the team regularly acts for issuer and manager clients. Thomas Friedmann and David Rosenthal lead the practice from Washington DC and New York respectively, and the team has solid sector experience, particularly in life sciences and in acting for business development companies (BDCs) and private equity firms. In the investment-grade debt arena, a Philadelphia team led by William Lawlor and Ian Hartman advised longstanding client Crown Holdings on a $1bn senior notes offering, comprising a $800m Rule 144A/Reg. S initial offering of 4.5% senior notes due 2023, and an add-on $200m Rule 144A/Reg. S offering of 4.5% senior notes due 2023. New York-based Howard Kleinman is recommended, alongside Henry Nassau and James Lebovitz in Philadelphia. The team also handled several high-yield debt offerings for issuers, including an offering made by Physiotherapy Associates Holdings. Elsewhere, the firm made a commitment to its international growth in 2012 with the hire of several former Dewey & LeBoeuf LLP partners across its European and Middle Eastern offices.

Noted for its ‘superior acumen and knowledge’, Fried, Frank, Harris, Shriver & Jacobson LLP has excellent capabilities in the debt capital markets and a solid track record for the quality of its advice to managers. The ‘accessible and reachable’ team demonstrates ‘technical competence’ and fields ‘a pool of talented and committed associates’, and it continues to be headed up by the highly respected and experienced firm chairperson Valerie Ford Jacob. The team regularly acts as designated underwriters’ counsel in debt offerings, and in 2012, Ford Jacob, Daniel Bursky and Andrew Barkan represented Citigroup, Goldman Sachs and JPMorgan as underwriters of Procter & Gamble’s $1bn offering of 2.300% notes due 2022: significantly, this was the lowest-ever unsecured corporate-bond coupon rate for 10-year notes. Barkan and Michael Levitt also acted for Bank of America Merrill Lynch, Morgan Stanley and Citigroup Global Markets as underwriters in the first investment-grade debt offering of $600m 3.125% senior notes due 2022 by Invesco. Elsewhere, Paul Tropp acted for the underwriters in two $250m offerings of senior notes by Estée Lauder, and the ‘outstandingStuart Gelfond advised Stifel, Nicolaus & Company as the lead underwriter in KCAP Financial’s $41.4m senior notes offering. The team is also growing its issuer experience, and highlights included Levitt advising Merck & Co on its $2.5bn notes offering, and Jeffrey Bagner acting for Humana in its $1bn notes offering. The team also has expertise in handling convertible bond offerings, acting for numerous major underwriters, and clients value the firm’s broad private equity experience in capital markets transactions.

Gibson, Dunn & Crutcher LLP’s capital markets group is led by three group chairs: San Francisco-based Stewart McDowell, Peter Wardle in Los Angeles and Andrew Fabens in New York, illustrating the firm’s capacity across the US. The team has experience advising on investment-grade debt offerings, and also in the high-yield arena. It continues to advise many issuer clients, including Hewlett-Packard, Capital One Financial Corporation and Kraft. Highlights of 2012 included Fabens advising Amazon.com on a $3bn notes offering, and McDowell advising Intel Corporation on its offering of $6bn senior notes. Among underwriter mandates, Kevin Kelley in New York advised JPMorgan Chase Securities on a $1.5bn notes offering by Vale, and acted for BNP Paribas in Vale’s $941.8m notes offering. Douglas Smith is very active and counts Wells Fargo Securities as a key client. Jeffrey Chapman and Alan Bannister, based in Dallas and New York respectively, are recommended.

Jones Day’s capital markets practice spans the US, and the team is experienced in all types of debt offering, providing both issuer and manager representation. Christopher Kelly in New York heads up the team, which also features John Owen, who advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs and JPMorgan Securities as representatives of the underwriters on several debt offerings by PepsiCo totaling $2.75bn. From Cleveland, Michael Solecki acted for The Sherwin-Williams Company in its $1bn senior notes offering, and also advised ConAgra Foods on three debt offerings of $250m each. Eric Maki in New York and Gregory Gorospe in Columbus advised Sprint Nextel Corporation on a $2.28bn offering of 6.000% notes due 2022.

Kirkland & Ellis LLP’s ‘excellent team’ has a superb reputation for its advice to issuers in both the investment-grade and high-yield debt markets. The firm is highly regarded for the strength of its private equity practice, and it acts for several private equity firms. Clients praise the team for its ‘crucial guidance based on strong industry knowledge’, ‘rapid responses’ and ‘to-the-point answers’. New York-based Joshua Korff has ‘invaluable legal knowledge and business sense’. Key mandates included Chicago-based Dennis Myers advising new client Bristol-Myers Squibb on three notes offerings of $750m, $750m and $500m, and Korff advising Zurich-headquartered ABB as issuer in three notes offerings of $500m, $1.25m and $750m. Also in New York, Christian Nagler acted for Wyndham Worldwide Corporation in three notes offerings totaling $950m, and represented Molson Coors Brewing Company in three senior notes offerings totaling $1.9bn. A Chicago team including Keith Crow and Robert Hayward also acted for Kellogg regarding offerings of $350m senior notes, $400m senior notes, $700m senior notes, and $500m senior notes. James Rowe represented the Packaging Corporation of America in its $400m 3.9% senior notes offering due 2022, and Hayward advised Whirlpool Corporation on the issuance of $300m 4.7% senior notes due 2022.

Mayer Brown has investment-grade debt and high-yield debt experience, and the team is noted for its strength across the US. A team featuring Philip Niehoff in Chicago and John Berkery in New York acted for Abbott Laboratories regarding its subsidiary company AbbVie’s $14.7bn notes offering in six series, the third-largest US corporate offering to date. Also from Chicago, James Patti assisted Turkiye Is Bankasi in a $1bn offering of 6% subordinated notes due 2022. David Bakst and Christopher Erckert, in New York and Washington DC respectively, advised Mexico-based wind power projects Oaxaca II and Oaxaca IV (Acciona Energia) on a $300m offering of senior secured notes due 2031. Among underwriter mandates, Chicago-based Edward Best acted for HSBC Securities in The Dow Chemical Company’s issuance of $1.25bn 3.000% notes due 2022 and $1.25bn 4.375% notes due 2042. Best also represented JPMorgan Securities as underwriter in Colgate-Palmolive’s $500m debt offering of 1.95% medium-term notes due 2023. Elsewhere, the firm’s Houston office handles energy-related work, and William Moss and Robert Gray Jr advised RBC Capital Markets as underwriter in a $500m 4.875% senior notes due 2022 offering by Rowan Companies, a provider of offshore oil and gas contract drilling services.

Milbank, Tweed, Hadley & McCloy LLP has a strong reputation for the breadth of its securities practice, spanning key locations in Europe, Asia and Latin America. Marcelo Mottesi leads the team, which is particularly adept at advising major financial institutions on both investment-grade and high-yield debt offerings. Mottesi advised the initial purchasers, including Banco Internacional del Perú and Santander Investment Securities, on a $300m Rule 144A/Reg. S senior unsecured notes offering by Ajecorp. Robert Mullen Jr represented Barclays, Bank of America Merrill Lynch, JPMorgan, RBS, Citigroup, Goldman Sachs, RBC Capital Markets and Wells Fargo Securities as joint bookrunning managers, the senior co-managers and the co-managers in several debt offerings of aggregate amount $4.5bn by Verizon Communications. Arnold Peinado, Rod Miller, Paul Denaro and Douglas Tanner are all recommended. The firm increased its Latin America expertise with the arrival of Carlos Albarracín, who joined from Chadbourne & Parke LLP.

The ‘very responsive and creative’ team at Morrison & Foerster LLP has an excellent track record for handling investment-grade debt work for both issuer and underwriter clients. Highly regarded for its ‘excellent service’ and broad sector experience, the firm is also ‘very good for structured products and derivatives’, and demonstrates a valued ‘can-do attitude’. In 2012, the highly recommended James Tanenbaum and Lloyd Harmetz advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Agricole Securities (USA) as underwriters in a $1.5bn shelf takedown and public debt offering of senior notes as part of Bank of America’s MTN program. The ‘very personable’ senior of counsel Jerry Marlatt is recommended on the covered bonds side, and is ‘intelligent, efficient and knowledgeable’. Marlatt and of counsel Melissa Beck acted for the Royal Bank of Canada in its $2.5bn covered bond offering. The ‘hard working and reliable’ Anna Pinedo is ‘very practical, thorough, efficient and user-friendly’. Pinedo and Harmetz advised Capital One Financial Corporation on a $1bn primary offering of $250m floating rate senior notes due 2015, and $750m 1% senior notes due 2015. San Francisco-based Brandon Parris advised Boyd Acquisition Sub and Boyd Acquisition Finance (subsidiaries of Boyd Gaming) on its $350m Rule 144A offering of senior notes due 2018. Washington DC-based David Lynn is recommended, and newly made-up partner Ze’-ev Eiger has a ‘practical approach to all issues’. Clients also rate the firm’s ‘familiarity with current market trends and deal terms’. All individuals are based in New York unless mentioned otherwise.

O'Melveny & Myers LLP made a significant commitment to its capital markets practice with the hire of Michael Schiavone in New York from Shearman & Sterling LLP to co-head the practice with San Francisco-based Brophy Christensen. ‘One of the best lawyers’, the ‘fantastic’ Schiavone is ‘knowledgeable, commercial and easy to work with’ and brings notable experience on the manager side to the practice. Recent mandates include John-Paul Motley in Los Angeles and Hong Kong-based David Johnson acting for the underwriters in Toyota Motor Credit Corporation’s $1bn offering of 1.75% notes due 2017, and Schiavone and William Kuesel advising Goldman Sachs, JPMorgan Securities and RBS Securities as representatives of the underwriters on a $1.3bn registered public offering by Thermo Fisher Scientific. Elsewhere, a team from San Francisco featuring Peter Healy and Eric Sibbitt, and Winston Chang in Newport Beach, acted for several banks as agents in a $450m offering of medium-term notes by AvalonBay Communities. Washington DC-based Martin Dunn is also recommended.

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s ‘very strong and dedicated’ team continues to build a significant profile in the capital markets arena. Edwin Maynard in New York and Mark Bergman in London co-head the cross-border team, which provides ‘great client service’. The firm is noted for its very strong Canadian practice, and it continues to be highly active in advising Canadian issuers. In 2012, Maynard acted for Canadian company Teck Resources on public debt offerings totaling $2.75bn in 2012, and Andrew Foley represented Canadian oil company Cenovus Energy in its public offerings of $500m of 3.000% notes and $750m of 4.450% notes. Maynard also advised Agrium on a $500m public offering of 3.15% debentures due 2022. John Kennedy advised Time Warner Cable on its £650m offering of 5.25% notes due 2042, and its $2.25bn offering of senior unsecured notes and debentures. On the high-yield side, Gregory Ezring and Monica Thurmond provide ‘strong knowledge and practical advice’ and are noted as ‘great problem solvers’.

Proskauer Rose LLP is rated for its ‘top-notch service’ and has a very active practice in investment-grade debt offerings, particularly on the issuer side, as well as demonstrating high-yield debt experience. The team is also ‘quick to bring in experts from around the firm to answer questions in a timely manner’. Julie Allen advised longstanding client Icahn Enterprises on several debt offerings in 2012. Frank Lopez and Justin Breen count Global Hunter Securities, Imperial Capital, Knight Capital, Jefferies & Company as key clients on the underwriter side. For one client, Michael Woronoff in Los Angeles is ‘hands-down the best lawyer I have ever worked with’ and is ‘able to prioritise to help move negotiations over the finish line’. Los Angeles-based Monica Shilling advised Ares Capital Corporation as issuer of several debt offerings totaling $750m, and Philippa Bond acted for Church & Dwight in its $400m offering of 2.875% senior notes due 2022. Frank Zarb, Stuart Bressman and Arnold Jacobs are all recommended.

Vinson & Elkins L.L.P. maintains its longstanding strength in energy-related mandates, and the firm’s strategic location in Houston ensures that it has a major role on the largest energy-sector deals in the capital markets. The team acts for both issuers and underwriters, and also has an established MLP practice. Firm chairman Mark Kelly is well known for his experience: in 2012, Kelly advised FMC Technologies on its $800m senior notes offering, and also acted for Barclays Capital in two senior notes offerings of $300m and $375m by Hornbeck Offshore Services. Highlights for David Oelman included advising Energy Transfer Partners on its $2bn senior notes offering, and representing Plains All American Pipeline on its $1.25bn senior notes offering. Douglas McWilliams advised JPMorgan and Citigroup regarding two debt offerings of $750m and $1.75m senior notes by Enterprise Products Operating. Kevin Lewis is recommended.

Weil, Gotshal & Manges LLP’s capital markets practice continues to go from strength to strength, and the firm acts for an impressive client roster on both the issuer and manager side. Clients praise the team for ‘getting up to speed efficiently’ and for ‘hitting tight deadlines’. The group has a ‘very good sense of the market from both legal and business perspectives’. Known for its ‘great relationships with underwriters’, the firm handled several key mandates in 2012. Matthew Bloch, who provides ‘capable and practical advice’, advised Goldman Sachs and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint bookrunning managers on a $4bn public offering of senior notes by Walgreens in five tranches. ‘A great project manager’, Corey Chivers demonstrates ‘good attention to detail’ and is ‘helpful in matters relating to disclosure and due diligence processes’. Chivers acted for JPMorgan Securities, Barclays Capital and UBS Securities as representatives of the underwriters in the $2.25bn offering of investment-grade senior unsecured notes by Microsoft. Chivers and David Lefkowitz also acted for H&R Block regarding the $500m offering of 5.50% notes due 2022 by Block Financial. On the issuer side, Bloch represented DIRECTV Holdings in its $4bn bond offering, and DIRECTV on its £750m senior notes offering pursuant to its shelf registration. In March 2012, the firm welcomed John Cobb from Dewey & LeBoeuf LLP, who brought a significant client relationship with Barclays to the firm’s high-yield debt practice. Jennifer Bensch also joined in 2012 from Skadden, Arps, Slate, Meagher & Flom LLP, and advised Franklin Resources on a $600m senior unsecured notes offering to finance an acquisition of a stake in a independent fund of hedge funds manager. Other issuer clients include The Estée Lauder Companies and Vivendi. Clients rate the firm’s ‘deep bench strength’ and ‘very capable associates’.

Houston-headquartered Andrews Kurth LLP maintains a busy practice and advises issuers in the energy sector on debt offerings, both investment-grade and high-yield. The firm is also growing its roster of manager clients, which already features Bank of America Merrill Lynch, Credit Suisse and Wells Fargo Securities. Michael O’Leary and David Buck continue to head up the team, and clients rate the firm’s ‘second to none service’. In 2012, Buck advised Enterprise Products Operating on its $750m debt offering, and Henry Havre acted for Rowan Companies Inc and Rowan Companies plc (as issuer and guarantor respectively) on a $500m offering of 4.875% senior notes due 2022 by Rowan Companies Inc. Recent manager side mandates include O’Leary and Gislar Donnenberg advising the underwriters on a $2bn investment-grade debt offering by Energy Transfer Partners, and Washington DC-based William Cooper advising Barclays Capital, JPMorgan, Citigroup and Deutsche Bank Securities as initial purchasers regarding Gulf South Pipeline Company’s $300m Rule 144A senior notes offering. Rob Taylor and Stephanie Conklin Beauvais are also recommended.

At Bracewell & Giuliani LLP, the team handles debt offerings for issuer clients. The firm is headquartered in Houston and has a significant profile in the energy sector. Highlights for key practitioner Michael Telle included advising Chesapeake Energy Corporation on a $1.3bn offering of senior notes, and acting for Chesapeake Midstream Partners in its $750m issuance of 6.125% senior notes due 2022. William Anderson represented Phillips 66 in its $5.8bn Rule 144A offering of senior notes. Anderson and Charles Still Jr acted for Sysco Corporation in a $300m offering of senior notes due 2015 and a $450m offering of senior notes due 2022. John Brantley and Gregory Bopp are noted for their expertise.

Clifford Chance’s experience lies on the manager side, and the firm acts for many financial institutions, including JPMorgan, Bank of America Merrill Lynch and BNP Paribas. Alejandro Camacho and Jay Bernstein are recommended, and the team also features Andrew Epstein, Tony Lopez and Gary Brooks.

Covington & Burling LLP continues to expand its ‘excellent’ capital markets capabilities, and the team assists issuers and managers across all types of debt work. Clients rate the team for its ‘comprehensive expertise’ and ‘best in class judgment’, and the firm is known for its sector expertise, particularly in healthcare. ‘Able to call on his experience in tough negotiations’, practice head Bruce Bennett does a ‘very good job’ and is ‘unbiased in his views’. From Washington DC, David Engvall counts SandRidge Energy as a key client on the issuer side, and Kerry Shannon Burke advised Potomac Electric Power Company (Pepco) on its $200m registered offering of first mortgage bonds. The firm gained the highly recommended Donald Murray and Eric Blanchard from Dewey & LeBoeuf LLP in April 2012, and both are experienced in handling financings within the life sciences and cleantech sectors. The duo acted for UBS as lead underwriter in Senior Housing Properties Trust’s $350m registered offering of 5.625% senior notes due 2042. Frederick Knecht is singled out for ‘decades of experience advising underwriters’ which ‘translates very well into representing companies’. In San Francisco, Nora Gibson, who joined from Jones Day in 2012, is a ‘valuable asset’. All individuals are based in New York unless mentioned otherwise.

DLA Piper’s capital markets capability spans several offices across the US and covers both investment-grade and high-yield debt offerings. Christopher Paci heads up the team from New York, which saw recent expansion in 2012 with the arrivals of David Luce, formerly in the fixed income division of Credit Suisse, and Jeffrey Potash, who joined from Dewey & LeBoeuf LLP. Jamie Knox is singled out for his knowledge. On the issuer side, Potash led in advising Central Media European Enterprises on a €104m Rule 144A high-yield debt offering, and assisted its Czech subsidiary company on a €70m Rule 144A senior secured notes offering. Gregory Hayes in Chicago advised Equity Residential Public on its $1bn public offering of 4.625% notes due 2021. Elsewhere, Jack Kantrowitz acted as designated underwriters’ counsel in France Telecom’s public debt offering of aggregate amount $2.9bn, and Baltimore-based Jason Harmon acted for the underwriters, including JPMorgan and Bank of Merrill Lynch, in a $950m investment-grade senior notes offering by Marriott International. From Washington DC, Eric Geppert advised Scripps Networks Interactive on its inaugural $500m offering of investment-grade public debt. Gianluca Bacchiocchi in Chicago also represented Bank of America Merrill Lynch as counsel in a $230m Reg. S offering of project bonds to finance several medical facilities in Peru: this was the first public health infrastructure project in Peru to be financed through the capital markets.

Demonstrating ‘outstanding business knowledge and appropriateness of advice’, Hogan Lovells LLP acts for a substantial roster of issuer clients, and the team is also handling an increasing number of mandates for managers. The ‘solid and effective’ team is able to ‘negotiate in difficult situations’ and can draw on the firm’s longstanding regulatory expertise to assist clients in regulated sectors in capital markets transactions. Recent mandates include representing New Corporation on its $1bn offering of 3.00% senior notes due 2022, and advising Smithfield Foods on its $1bn senior notes offering. Washington DC-based Stuart Stein advised National Rural Utilities Cooperative Finance Corporation on two offerings of $300m and $400 collateral trust bonds. Petroleos de Venezuela, UnitedHealth Group, and WellPoint are also issuer clients. On the manager side, the team advised Morgan Stanley, Bank of America Merrill Lynch and Barclays Capital as joint bookrunning managers, and Deutsche Bank Securities and RBC Capital Markets as co-managers in ERP Operating Limited Partnership’s $1bn offering of 4.625% Notes due 2021. In New York, the ‘competent and highly experienced’ Sina Hekmat is ‘dedicated to clients and to the success of their businesses’. Also recommended are David Bonser and Richard Parrino in Washington DC, Paul Hilton in Denver and Jeffrey Rubin in New York.

Orrick, Herrington & Sutcliffe LLP continues to handle debt offerings for issuer clients. From New York, Bruce Czachor acted for Viking Cruises in its $250m Rule 144A/Reg. S offering of 8.50% senior notes. Co-heading the practice alongside Czachor, San Francisco-based Brett Cooper led in advising key client Pacific Gas & Electric Company on several notes offerings totaling $1.65bn. Cooper also continues to act for Levi Strauss & Company. Don Keller in Menlo Park is recommended for both his equity and debt capital markets experience.

Thompson & Knight LLP is experienced in handling issuer-side mandates for clients in the energy sector. Michael Pierce leads the corporate and securities team from Houston. Dallas-based Joe Dannenmaier and David Wheat, together with Robert Saunders in New York, advised Noble Energy on a $1.85bn public offering of 4.15% senior notes due 2021, and the team’s client roster also includes Brigham Exploration Company, Texas Industries, Halcyon Resources Corporation and Petrohawk Energy Corporation. Harry Beaudry and Amy Curtis are recommended.

Wachtell, Lipton, Rosen & Katz has broad financing experience as part of its M&A practice. The team advises on both investment-grade and high-yield debt offerings, and is focused on providing advice to issuer clients. Eric Rosof and Joshua Feltman are the key contacts, and highlights included assisting Abbott Laboratories on its $14.7bn senior notes issuance (related to its spin-off of AbbVie).

Providing a ‘high-quality service’, White & Case LLP is active in representing both issuer and manager clients. In 2012, Gary Kashar acted for Morgan Stanley, Barclays Capital, JPMorgan Securities and BNP Paribas Securities (as joint bookrunning managers), and UBS Securities, Credit Suisse Securities (USA), Wells Fargo Securities and PNC Capital Markets LLC (as co-managers), in three offerings of $400m, $450m and $400m by Campbell Soup Company. John Donovan led in advising Canada Housing Trust No. 1 as issuer, and Canada Mortgage and Housing Corporation as guarantor, on the offering of CAD$29.65bn of Canada Mortgage Bonds. Colin Diamond and Ronald Brody are recommended, and associate Terry O’Brien is valued for his ‘responsiveness, common-sense approach and effective team work’.

The Chicago-headquartered practice at Winston & Strawn LLP has solid experience in acting for both issuers and managers in investment-grade and high-yield debt offerings. Jim Junewicz provides ‘solid company-side representation’ and is rated for his ‘objective viewpoint’. Junewicz advised Wells Fargo Securities as lead managing underwriter on Stryker Corporation’s $750m bond offering, and counts Bank of America Merrill Lynch as a major client. Cab Morris represented Barclays Capital, RBS Securities, Scotia Capital and UBS Securities as initial purchasers’ counsel in Exelon Generation Company’s $275m Rule 144A offering of 4.25% senior notes due 2022, and a $500m offering of 5.60% senior notes due 2042. On the issuer side, Morris acted for Motorola Solutions in its $750m public offering of 3.75% senior notes due 2022. David Sakowitz in New York is recommended.


Capital markets: equity offerings

Index of tables

  1. Capital markets: equity offerings - advice to issuers
  2. Capital markets: equity offerings - advice to managers
  3. Leading lawyers

Leading lawyers

The capital markets capabilities at Cleary Gottlieb Steen & Hamilton LLPmake it really easy for the client at all stages of the transaction’; and it is this level of service which has allowed the firm to remain at the forefront of equity work. The collaborative nature of the firm is highlighted; ‘the team is always ready to call on other experts when needed’. While extremely competent on both the issuer and underwriter side, the firm has a particularly strong practice advising managers. It recently advised Citigroup, Deutsche Bank, Goldman Sachs and JPMorgan, on the largest secondary equity offering in US history, when the US Treasury sold 636,923,075 shares of its American International Group (AIG) common stock at $32.50 per share; the $20.7bn deal was handled by Jeffrey Karpf and Craig Brod. ‘Undoubtedly one of the country’s top equity lawyers’, Leslie Silverman, along with senior attorney David Parish, advised Barclays, Citigroup, JPMorgan and Wells Fargo Securities, in an SEC-registered public offering by Transocean of $1.5bn of its senior notes in September 2012. Duane McLaughlin, ‘who always keeps his cool, even when IPOs are put together at a frantic pace’, recently acted for Nationstar Mortgage Holdings in its $250m IPO, in March 2012. The future of the practice shows no sign of diminishing in quality, with counsel Helena Grannis and young partner Adam Fleisher gaining strong reputations for their expertise. A senior figure in US capital markets, Alan Belleris a joy to work with’ and ‘possibly the most respected securities lawyer around’. David Lopez is also a respected figure. Also recommended are Michael Dayan, William Gorin, Michael Volkovitsch and John Palenberg.

A longstanding leader in the field of equity, the securities team at Davis Polk & Wardwell LLP is equally adept advising issuers and underwriters in the full range of transactions. A team led by Richard Truesdell, a lawyer with ‘a huge amount of credibility’, advised Morgan Stanley, JPMorgan Securities and Goldman Sachs as joint book-running managers in connection with the $1.1bn IPO of ordinary shares of Michael Kors Holdings. Truesdell subsequently advised the same clients for several underwriters in connection with the $1.2bn SEC-registered secondary offering of ordinary shares of Michael Kors Holdings. Joseph Hall recently advised EPAM Systems on its $83m IPO of common stock in February 2012; the shares are listed on the NYSE and the underwriting syndicate included Citigroup Global Markets, UBS Securities, Barclays Capital, Renaissance Securities, Nicolaus & Company and Cowen and Company. Another highlight saw John Meade advise Syngenta Finance on its SEC-registered offering of $750m of notes, guaranteed by Syngenta AG. Michael Kaplan has expertise on the issuer and manager side in a range of offerings, particularly IPOs and leveraged finance deals, as well as for his expertise in technology-related equity work. Bruce Dallas in Menlo Park is also highly rated, and advised Comcast on its $2.25bn SEC-registered debt offering.

Latham & Watkins LLP represents businesses, investment banks and sovereign governments with equity and equity-linked products, including derivatives. The team is also known for its expertise with emerging companies and REITs. A team led by the highly respected Marc Jaffe and Ian Schuman acted for Manchester United in its IPO on the NYSE, which was the first IPO that went from start to finish under the JOBs act; this was a complex deal due to unorthodox voter rights between prospective buyers and the majority shareholders. Patrick Pohlen in Silicon Valley advised Intermolecular in its IPO of 9,650,000 shares of common stock. The team also advised Allison Transmission Holdings’ in its IPO of over 30,000 shares of common stock for $690.35m. Kirk Davenport is rated as ‘one of the most capable capital markets experts in the field’ by his peers and a major draw for clients. Washington DC-based Alexander Cohen and Julian Kleindorfer in Los Angeles are also recommended.

With a strong reputation for equity work, the team at Simpson Thacher & Bartlett LLP has been enhanced with Ryan Bekkerus and Juan Méndez in New York making partner. The Palo Alto office, which houses the formidable talents of William Hinman and Daniel Webb, recently counselled the underwriters in Facebook’s $16bn IPO, which closed in May 2012 and was the largest ever technology offering and the third largest IPO in US history. The highly rated Joshua Ford Bonnie recently represented The Carlyle Group on its $671m IPO of common units representing limited partner interests. The team represented Dollar General and its controlling shareholder Buck Holdings, an affiliate of Kohlberg Kravis Roberts, in connection with a secondary offering of 41,400,000 shares of common stock and a subsequent share repurchase by Dollar General of 4,929,508 additional shares. The secondary offering closed at a public offering price of $51.75 per share, resulting in gross proceeds to the selling shareholders of $2.14 bn. The deal was led by respected practitioner Joseph Kaufman.

With a strong track record in both issuer and underwriter-side work, Skadden, Arps, Slate, Meagher & Flom LLP continues to be a major player in the equity capital markets arena. A team led by the highly rated Rodrigo Guerra represented Merrill Lynch, Pierce, Fenner & Smith as sole underwriter in a $30m offering of 6.5% cumulative preferred shares of beneficial interest by Public Storage, a REIT and a self-storage company. This followed Public Storage’s offering of $325m 6.5% cumulative preferred shares of beneficial interest. Stacy Kanter represented Pfizer in the proposed IPO of up to a 20% ownership stake in its animal health business Zoetis. Phyllis Korff, who has a significant reputation, is also recommended. Michael Zeidel is a considerable authority in underwriter-side transactions, and David Goldschmidt is also a senior figure in the market.

Cravath, Swaine & Moore LLP is ‘one of the best for complex equity transactions’, and issuers and underwriters state ‘the quality of work is excellent’. A team, led by the highly-rated Andrew Pitts represented the underwriters, including Morgan Stanley, Bank of America Merrill Lynch, Citigroup, JPMorgan and PNC Capital Markets, in connection with two offerings totaling $1.95bn of depositary shares representing preferred stock of The PNC Financial Services Group, one of the largest diversified financial services companies in the United States. On the issuer side, Craig Arcella represented specialty food retailer The Fresh Market in connection with its $583m registered secondary offering of common stock on the Nasdaq Global Select Market. William Rogers, ‘who knows securities law inside-out’, represented GasLog, a manager of liquefied natural gas carriers, in connection with its $330m IPO of common stock on the NYSE. Another highlight was William Fogg’s representation of JPMorgan, Credit Suisse and Bank of America Merrill Lynch as underwriters in the $391m IPO of class A common stock of WhiteWave Foods. Also recommended are William Whelan, and the respected chair of the firm’s securities practice Kris Heinzelman.

Always very responsive to clients’ questions and needs’, Debevoise & Plimpton LLPhas an excellent equity practice with significant experience and capability’. The team is adept at providing assistance to issuers and underwriters on a range of securities transactions and advisory matters, and clients are ‘always confident that the legal counsel provided reflects not just the current state of securities law, but also the specific characteristics of clients’ cultures and industries’. A team led by Matthew Kaplan recently advised Warner Music Group in the offering by WMG Acquisition of $500m of 6% senior secured notes due 2021. Kaplan ‘exhibits significant knowledge and thoughtfulness in his responses’, and is ‘a trusted advisor who inspires great confidence’. Steven Slutzky and Pierre Maugüé advised Reynolds Group in its $3.25bn offering of 5.75% senior secured notes due 2020. Another highlight for the team was representing Clayton, Dubilier & Rice as selling shareholder in the $419m secondary offering of common stock by Sally Beauty Holdings. The transaction was led by Peter Loughran, with assistance from David Brittenham and Paul Brusiloff. Jeffrey Ross and Paul Rodel are also recommended.

Comparable to any of the elite international firms specialising in capital markets work’, the lawyers at Fried, Frank, Harris, Shriver & Jacobson LLPare willing to go anywhere and work round the clock to get matters accomplished. They are outstanding in both in terms of the quality of the legal advice and the quantity of work the team can handle’. A team led by Daniel Bursky represented the underwriters in connection with Armstrong World Industries’ $305m offering of common stock by the company’s principal shareholders, including a trust created in October 2006 in connection with the company’s emergence from bankruptcy to address asbestos-related liability. On the issuer side, Michael Levitt represented MRC Global and the selling stockholder in connection with the $477m IPO of 22.73m shares of common stock. Head of the global capital markets practice, Valerie Ford Jacob has long been considered one of the finest capital markets practitioners in the country. Also recommended is Paul Tropp and Stuart Gelfond, who is ‘extremely responsive and highly skilled’.

Combining underwriter and issuer expertise, as well as a recognised strength in regulatory matters, the equity practice at Gibson, Dunn & Crutcher LLP handled a range of complex IPOs in 2012. New York-based co-chair of the department, Andrew Fabens recently represented Capital One Financial Corporation in its $3bn common stock offering. Morgan Stanley, Citigroup and Bank of America Merrill Lynch acted as underwriters in the deal. On the issuer side, Glenn Pollner acted for UBS Investment Bank, as underwriter, in Healthcare REIT’s $718.8m issuance of cumulative convertible perpetual preferred stock in March 2012. Co-chairs Peter Wardle, who heads the team’s Los Angeles office, and Stewart McDowell in San Francisco, are recommended. The firm added Tomer Pinkusiewicz in New York from White & Case LLP in May 2012, and Candice Cho made partner in Los Angeles in January 2013.

With a strong and balanced practice for both issuers and underwriters, Hogan Lovells LLP has the capability to advise on the full range of equity and hybrid securities offerings, with a focus on transactions relating to highly regulated industries. A team, led by Washington DC-based lawyers David Bonser and Prentiss Feagles, advised the underwriters, JPMorgan, Citigroup, Deutsche Bank and KeyBanc, in the $292.56m IPO by Retail Properties of America. The team has expertise in the pharmaceutical industry, with Jon Layman and Laura Berezin in Silicon Valley acting for therapeutic drugs provider VIVUS on its $203m offering of common stock. Paul Hilton in Denver is recommended.

Kirkland & Ellis LLPgets its work done in an orderly and efficient manner and its bills are more reasonable than competitors’. The respected team, which handles all manner of issuer-side equity transactions and a growing amount of underwriter work, is ‘excellent in all regards and highly recommended for equity work’. The department recently represented Burger King and its controlling stockholder, 3G Capital Partners, in a business combination with Justice Holdings, a London Stock Exchange-listed public investment vehicle; the transaction resulted in a partial sale of Burger King, with $1.44bn to the Justice shareholders and a New York Stock Exchange listing of the fast food giant. The transaction was led by Joshua Korff in New York, who is praised as ‘deeply knowledgeable and very client friendly’. Eva Davis in Los Angeles recently assisted Westport Innovations, a global supplier of proprietary solutions that allow engines to operate on clean-burning fuels, in its $272.6m secondary offering of common stock. Gerald Nowak and Dennis Myers in Chicago are also recommended, as are Christian Nagler and Brian Raftery, ‘who provides clear, informed and practical advice and responds promptly to all inquiries’, in New York.

Paul Hastings LLP has invested heavily in its capital markets team in recent years and its stature is growing accordingly. In 2012, the team brought in Michael Baker from Shearman & Sterling LLP, who has experience assisting major investment banks and has an active Canadian practice. Also new to the team is Michael Fitzgerald, who joined from Dewey & LeBoeuf LLP and is a major name in the Latin American market. The team has continued to expand its underwriter-side practice and department head Michael Zuppone represented Citigroup and Bank of America Merrill Lynch as joint bookrunning managers for Sun Communities’ $163m re-IPO common stock follow-on public offering, and the $85m public offering of 7.125% Series A cumulative redeemable preferred stock. Zuppone also represented Citigroup as sole bookrunner for Sun’s subsequent $132m common stock follow-on public offering. On the issuer-side, San Francisco-based Thomas Pollock represented BioMarin Pharmaceutical in connection with its offering of 6,500,000 shares of common stock, expected to raise $249m.

Capable of moving very quickly and of mobilising quality teams at short notice’, clients are ‘very pleased with the dedicated specialists’ at Paul, Weiss, Rifkind, Wharton & Garrison LLP. The department is known primarily for representing issuers in a variety of equity offerings in industries as diverse as energy, fashion, leisure and telecommunications. However, the firm has recently increased its underwriter-side representation. A team led by the prolific and highly respected John Kennedy recently advised Michael Kors Holdings, a global luxury lifestyle brand, in its $1.1bn IPO. The team also advised Turquoise Hill Resources (formerly Ivanhoe Mines), a Canadian mineral exploration and development company, in its $1.8bn rights offering on the NYSE, NASDAQ and TSX. The transaction was led by Edwin Maynard and Andrew Foleywho are both very strong’; Maynard is singled out for being ‘calm, thoughtful and technically minded’. Foley also advised BMO Nesbitt Burns as lead underwriter in a Rule 144A offering of $351m subscription receipts, each representing the right to receive one common share, by AltaGas, a Canadian energy infrastructure business. Gregory Ezring is also recommended.

The ‘exceptional’ equity practice at Proskauer Rose LLP continued to grow in 2012, gaining momentum and respect from clients and peer firms alike through its ‘depth of knowledge and experience in the sector, the quality of its advice and its thought leadership’. The firm has seen an increased workflow from issuer-side clients in the technology, healthcare and consumer industries, where ‘its execution skills and expertise are the benchmark for the industry’. The highly rated Julie Allen advised long-term client Solera Capital as sponsor and selling stockholder in the $109m IPO by Annie’s, an organic food company. The ‘incomparable knowledge and experience’ of Monica Shilling in Los Angeles is singled out, as is her ‘insight and alternative approaches to problem solving’. Shilling regularly represents Ares Capital in its capital markets activities, most recently in its $253m offering of 16,422,000 shares of common stock, including the underwriters’ exercise in full of their over-allotment option. Stuart Bressman represented Credit Agricole in an at-the-market offering program for Chicago Bridge & Iron, one of the world’s leading engineering, procurement and construction companies, pursuant to which CBI, through Credit Agricole, would sell up to 7,551,317 shares of its common stock.

The ‘overall capital markets service is very good’ at Sidley Austin LLP and the ‘response times, business acumen and industry knowledge are all strengths’ of the New York-centred practice. The team handles IPOs, secondary offerings, preferred stock and other hybrid capital instruments, and all other types of equity transactions on behalf of both issuers and underwriters. Recently, the team acted as underwriter’s counsel in connection with a $1.75bn offering of notes, a $1.25bn offering of common stock and a $914.2m offering of common stock by Simon Property Group. J Gerard Cummins worked on the transactions along with Edward Petrosky. Petrosky and New York-based colleague Samir Gandhi are singled out for ‘their subject matter expertise’, with one client stating that the pair’s ‘decades of experience have come through for us on dozens of tough deals’. They recently acted as agents’ counsel in connection with a $275.5m at-the-market offering of common stock by Home Properties in May 2012. Bartholomew Sheehan III is also recommended, and recently acted for the underwriters in connection with a $200.5m offering of common shares by Government Properties Income Trust. Robert Mandell and Chicago-based Larry Barden are also highly regarded.

Shearman & Sterling LLP combines a number of star individuals and a strong supporting cast of junior lawyers. While the team has a formidable depth of experience across the equity market, it has a particular strength in manager-side transactions. A team led by Robert Evans represented BMO Capital Markets and CIBC as co-lead underwriters in connection with the IPO of Milestone Apartments Real Estate Investment Trust raising gross proceeds of $200m. Evans and Robert Treuhold represented Credit Suisse Securities as underwriter in connection with The Carlyle Group’s block trade secondary public offering of 4,666,116 shares of Triumph Group’s common stock, initially priced at $58.82 per share. Also recommended is team leader David Beveridge.

Sullivan & Cromwell LLP has ‘a strong bench of really capable lawyers’ and along with a highly respected track record in underwriter work, the firm had an active year advising issuers on several high-profile deals, including representing AIG in a series of transactions aimed at reducing the US government's stake in the company. Beginning in May 2011, the firm advised AIG in connection with its re-IPO - a secondary offering of 300 million common shares, of which 200 million shares were sold by the US Treasury, raising $8.7bn. The team, led by Marion Leydier, Robert Buckholz and Robert Reeder subsequently advised AIG in connection with four additional offerings in March, May, August and September 2012 - raising aggregate proceeds in excess of $20bn. On the manager-side, Los Angeles-based Patrick Brown represented the underwriters, led by Goldman Sachs, Morgan Stanley and Bank of America Merrill Lynch, in Oaktree Capital Group’s $380m IPO of 8,843,023 Class A units on the NYSE. Eric Krautheimer in Los Angeles and Robert Risoleo in Washington DC are also recommended.

Weil, Gotshal & Manges LLPprovides great service. It is exceptionally broad in its knowledge base, which seems to cover any type of public offering issue’. The team, ‘which has an amazing cast of subject matter experts’, acts for underwriters and issuers, and has specialist expertise advising portfolio companies of private equity firms on equity offerings. A team led by Alexander Lynch represented Vantiv, a processor of credit, debit and gift card payments and joint venture of Advent International and Fifth Third Bank, in its $575m SEC-registered IPO and subsequent $308m secondary offering of Vantiv common stock by Advent and an individual shareholder. Corey Chivers and David Lefkowitz represented General Electric Capital Corporation (GECC), provider of consumer, commercial, and real estate, energy and aviation financial products, in its $1.75bn issue of non-cumulative perpetual preferred stock and its subsequent $2.25bn issue of fixed-to-floating rate non-cumulative perpetual preferred stock. Both lawyers are highly rated by clients: Lefkowitz is ‘very responsive and diligent and is able to digest information quickly and provide timely and thoughtful answers’; and Chivers is ‘hardworking, knowledgeable, and never gets rattled’. On the underwriter side, David Wohl represented the underwriters in an $834.8m IPO of the Blackstone/GSO Strategic Credit Fund, a mutual fund that will invest in high-yield corporate debt.

Based in Houston, and with capital markets capabilities in Dallas and New York, Baker Botts L.L.P. is ‘one of the top firms for energy capital market deals’ and recently recruited William Lamb to its New York office from Dewey & LeBoeuf LLP, as well as adding Amar Murugan and Kyle Guse from McDermott Will & Emery LLP, to bolster its life sciences and technology practice from its Palo Alto office. Kelly Rose advised LINN Energy in connection with its $674.7m equity offering of common units in January 2012. Rose also represented LinnCo, a wholly-owned subsidiary of LINN Energy, in a subsequent $1.2bn IPO in October 2012. Josh Davidson and Gerry Spedale represented the underwriters in Plains All American Pipeline’s $455m public offering of common units in March 2012, as well as acting for the client in a subsequent $300m equity distribution agreement with Citigroup and in a $390.2m public offering of common units in May 2012 and November 2012 respectively. David Kirkland leads the practice and is highly recommended.

Known for its investment grade debt and high-yield expertise, and particularly for its work with leveraged finance, Cahill Gordon & Reindel LLP continues to increase its market standing in equity transactions, working on the undewriter-side for clients such as Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, Deutsche Bank, UBS and Wells Fargo. A team led by William Hartnett and Douglas Horowitz recently advised JPMorgan and Morgan Stanley as joint book-running managers and the other co-managers in connection with the $1bn public offering of 34,500,000 shares of common stock of Nielsen Holdings. Hartnett, along with John Tripodoro and the highly respected William Miller represented Credit Suisse, Citigroup, Bank of America Merrill Lynch, Deutsche Bank Securities, KeyBanc Capital Markets, Lebenthal & Co and Ramirez & Co as underwriters in connection with the $18.7m IPO of luxury hotel and casino provider Caesars Entertainment. The highly experienced James Clark is also recommended.

The capital markets team at Clifford Chance has considerable sector-specific experience in healthcare-related and REIT equity transactions. A team led by Jay Bernstein recently acted for the underwriters, including Deutsche Bank, JPMorgan Securities and Wells Fargo Securities, in Chesapeake Lodging Trust’s issue of $130m common stock. Highly rated REIT expert Larry Medvinsky is one of the most respected attorneys in this area, and Jason Myers and Kathleen Werner are both highly experienced IPO specialists. Alejandro Camacho is also recommended.

Covington & Burling LLP is ‘distinguished by its experience with all equity matters’. The firm, which is ‘without peer in terms of value and client service’, has taken steps to increase its underwriter representation, adding Nora Gibson, ‘a trusted set of hands’, from Jones Day in San Francisco. Also new to the firm from Dewey & LeBoeuf LLP, Donald Murray represented the underwriters, led by joint bookrunners Jefferies & Company and Leerink Swan, in the $100m IPO of OncoMed Pharmaceuticals. In New York, and also newly arrived from Dewey & LeBoeuf LLP, Eric Blanchard represents both issuers and managers on financings in the life sciences, renewable technology and financial services industries and is praised for his ‘exceptional securities law knowledge’. A team led by David Engvall in Washington DC recently advised SandRidge Mississippian Trust II, a royalty trust sponsored by SandRidge, in its $628m IPO. Bruce Bennett, who is rated for his ‘client focused approach’ and heads the department along with David Martin, is also recommended. James Wawrzyniak and associate Matt Franker in Washington DC ‘are especially good on capital markets transactions’.

With a steady stream of underwriter and issuer-side equity work, the capital markets team at Dechert LLP has specialist experience in life sciences and particularly work representing business development companies. Respected practitioners James Lebovitz in New York and Thomas Friedmann in Washington DC recently advised FS Investment Corporation in its $2.5bn continuous public offering of common stock. The pair subsequently represented FS Investment Corporation II in its $2bn continuous public offering of common stock, and FS Energy & Power Fund in connection with its $1.5bn continuous offering of common stock. Friedman also represented the underwriters, led by Robert W Baird & Co, William Blair & Company, and Janney Montgomery Scott, in a $75m IPO of common stock by Monroe Capital, a business development company specializing in lending to private lower-middle-market companies. David Rosenthal advised Novadaq Technologies in its initial US exchange listing and subsequent underwritten public offering of 7,015,000 common shares, with total gross proceeds of $40.3m.

Goodwin Procter LLP has experience advising underwriters and issuers in the full range of equity deals, including IPOs, convertible and equity-linked issues and shelf offerings, through its offices in New York, Boston, San Francisco, San Diego, and Silicone Valley. The department is adept at dealing with technology-sector issues and REITs, attracting praise for being ‘extremely well versed in the nuances associated with the industry and giving valuable advice’. The team is also appreciated for its deep bench and consistency, with one client stating that ‘in decades of service, it has always delivered on our behalf’. Practice leader Ettore Santucci, ‘a great capital markets lawyer with a very deep knowledge of his field’, represented Bank of America Merrill Lynch, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan and Morgan Stanley as lead underwriters of a $830m common stock offering for Digital Realty, to fund the acquisition of a data center portfolio in London. The firm also represented Retail Properties of America in connection with its concurrent initial listing on the NYSE and $254m IPO of common stock as a listed company. The team was led by Gil Menna, ‘one of the best REIT and capital markets lawyers in the business’, and Daniel Adams, who is a ‘strong up-and-coming partner with a great grasp of numbers as well as capital markets knowledge’.

Known for its expertise in complex, high-end transactions, Milbank, Tweed, Hadley & McCloy LLP had a productive 2012, with the closing of several equity offerings in the year’s final quarter. Clients continue to be ‘extremely pleased with the firm’s response times; overall the work done and the value for money offered are most satisfactory’. Recently, James Ball, ‘whose knowledge is great’, represented the underwriters, led by Bank of America Merrill Lynch and Morgan Stanley, in the $92.7m SEC-registered IPO of common stock by WisdomTree. Following the successful IPO, Ball represented the underwriters, Bank of America Merrill Lynch, Barclays and Citigroup, in the $152.7m SEC-registered secondary offering of common stock by WisdomTree's controlling shareholder and chairman and the company's second-largest stockholder. Douglas Tanner represented Erickson Aircrane in its $38.4m IPO, the first IPO in the State of Oregon for over seven years.

Good value for money with a can-do attitude’ is characteristic of the equity practice at Morrison & Foerster LLP, where lawyers ‘provide sound counsel and have real expertise across a range of issues’. The team advises on matters including IPOs, preferred stock offerings, hybrid offerings and investment-grade offerings, as well as developing synthetic products, hybrid securities, structured notes and derivatives. It also has a noted REIT practice, and recently added David Slotkin to its Washington DC office from Hogan Lovells LLP. Slotkin, along with David Lynn, represented high-profile REIT client UDR in a $562m public offering of common stock. On the underwriter side, the firm is representing WR Hambrecht + Co in the IPO of Applied Medical, a medical device company qualifying as an emerging growth company under the JOBS Act. The transaction is being led by Andrew Thorpe in San Francisco, who is ‘great to work with: he’s knowledgable, has excellent capital markets and regulatory experience, and is creative, smart and always keeps his cool’. The highly respected Anna Pinedo and James Tanenbaum are also recommended.

The equity capital markets team at O'Melveny & Myers LLP is ‘very good and always responsive’; it significantly boosted its capabilities with the addition of Michael Schiavone from Shearman & Sterling LLP in April 2012. Schiavone ‘is excellent at what he does’ and is co-chair of the capital markets team from New York, alongside the experienced Brophy Christensen in San Francisco. Also based in San Francisco, Peter Healy and Eric Sibbitt recently represented Goldman Sachs, Barclays, Bank of America Merrill Lynch, Deutsche Bank Securities, JPMorgan, UBS Investment Bank, Wells Fargo Securities, Bank of New York Mellon, PNC and SunTrust Robinson Humphrey in the $2bn public offering of 16,675,000 shares of common stock of AvalonBay Communities. Sibbitt, alongside John-Paul Motley in Los Angeles, also represented Vector Group in its registered public offering of $230m of variable interest convertible senior notes due 2019 and 6,114,000 shares of its common stock. Martin Dunn in Washington DC is also recommended.

Houston-based Vinson & Elkins L.L.P. represents issuers and underwriters in a wide range of equity-related offerings as well as providing regulatory advice. The firm is primarily known for its energy expertise, and it is in this field that it has made its reputation in the capital markets arena. During a particularly active 2012, the highly rated co-head of the department David Oelman represented, among others, Plains All American Pipeline in connection with $390m, $500m and $460m common unit offerings in March, September and November 2012 respectively; and, on the underwriter side, acted for Morgan Stanley in connection with the SandRidge Mississippian Trust II $603m royalty trust IPO in April 2012. Kevin Lewis is co-head of the department and is a respected energy capital markets expert, as is chairman of the firm Mark Kelly, who represented Western Gas Partners in connection with a $219m common units offering in June 2012. Douglas McWilliams is also recommended.

Clients speak highly of ‘the top-notch service’ at White & Case LLP, where ‘responsiveness, professional advice and strength-in-depth’ are the firm’s major strengths. The capital markets team - which is ‘a great choice for securities matters’ - advises several leading investment banks, as well as assisting major corporations across the full range of equity transactions. A team led by Holt Goddard represented the underwriters, led by Barclays and Jefferies & Company, as joint bookrunning managers in connection with the $253m public offering of 11,500,000 shares of common stock of Thermon Group, a provider of thermal solutions for process industries. Colin Diamondis a top-notch securities lawyer and provides extremely accurate, thoughtful and prompt advice’. He recently represented Caesarstone Sdot-Yam, an Israeli company, in its IPO of 6.66 million ordinary shares for $73m on the NASDAQ.

Houston-based energy specialists Andrews Kurth LLP’s main focus is on oil and gas upstream deals for both underwriter and issuer-side clients. A team including the respected trio of David Buck, Meredith Mouer and Scott Olson represented Cheniere Energy Partners in the $1.5bn private placement of Class B Units to Blackstone Group, and represented Cheniere Energy in its related purchase of $500m of the same securities from Cheniere Energy Partners. Gislar Donnenberg and the highly rated Michael O’Leary represented the underwriters, a group made up of 13 major investment banks, including JPMorgan, Merrill Lynch, Barclays and Goldman Sachs, in a follow-on equity offering of 15,525,000 common units of limited partner interests in Energy Transfer Partners. Melinda Brunger is also highly recommended.

Houston-based Bracewell & Giuliani LLP continues to handle a number of high-profile equity deals, particularly in the energy sector. The respected Michael Telle recently represented Frac Tech Services in its $1.5bn IPO on the NYSE. Gregory Bopp and the highly-rated Gary Orloff recently represented Kinder Morgan in the sale of 63,000,000 shares of common stock valued at $2bn.

DLA Piper’s capital markets team handles both issuer and underwriter-side offerings, and recently represented Dividend Capital Diversified Property Fund with its registration of common shares worth $3bn, in an ongoing best efforts public offering with NAV-based pricing; Robert Bergdolt in North Carolina led the deal. In Baltimore, Penny Minna represented Wells Fargo as underwriter's counsel in a $111.4m public offering of 7.750% Series A cumulative redeemable perpetual preferred shares of beneficial interest of First Potomac Realty Trust, a Maryland REIT. Christopher Paci leads the team from New York and is highly recommended, as is Peter Astiz in Palo Alto.

Jones Dayacts as a true partner’ to clients, and ‘always responds quickly, efficiently and accurately’. The team advises an enviable list of major investment banks on the full range of equity offerings. Recently, Michael Solecki, and Cleveland-based department head Christopher Kelly represented Citigroup and Morgan Stanley in connection with the $277m public offering of common stock by Apartment Investment and Management Company (AIMCO), a self-administered and self-managed REIT, as well as the subsequent $55m secondary offering of common stock by AIMCO’s selling stockholders. In San Francisco, Michael Reagan has ‘great expertise in securities’, and Khoa Do is ‘a great manager and motivator’. Stuart Ogg in Los Angeles ‘has an extremely deep knowledge of capital markets and equity offerings. There is not a question he cannot answer’.

Chicago-headquartered Mayer Brown has a range of impressive issuer-side clients and continues to steadily add to its reputation; it has increased its workflow in underwriter-side equity matters as well as gaining plaudits for its expertise in oil and gas transactions led from its Houston office. A team led by John Berkery and Philip Brandes in New York represented TAL International, one of the world's largest intermodal freight containers and chassis leasing firms, and the selling stockholders, in two secondary offerings of common stock: a $109m offering by the selling stockholder of three million shares in March 2012 and a $192m offering by the selling stockholders of five million shares in May 2012. Philip Niehoff and Jon Van Gorp represented Home Loan Servicing Solutions, a development stage company focusing on acquiring mortgage servicing assets, in its IPO of 13.3 million ordinary shares at a price of $14 per share and in the concurrent private placement of $10m ordinary shares equal to the IPO price of $14 per share, sold to the company’s founder and chairman of the board of directors; the deal raised $196.76m.

The equity practice at Morgan Lewis advises companies, investment banks and institutional investments. A team led by Steve Farrell and Finn Murphy represented Goldman Sachs, Citigroup, JPMorgan Securities and UBS as lead underwriters of the $329m IPO of common shares of GasLog, a leading owner, operator, and manager of liquefied natural gas carriers. Another highlight saw Justin Chairman act as counsel to Corporate Office Properties Trust in its $172.5m public offering of 6,900,000 of 7.375% Series L cumulative preferred shares.

The growing capital markets practice at Orrick, Herrington & Sutcliffe LLP had a comparatively busy 2012 for equity deals, allowing the team to utilise its expertise advising cleantech, technology and emerging companies, and foreign private issuer clients. Department heads Brian Margolis in New York and Karen Dempsey in San Francisco advised Shutterstock, in what was the first IPO for a New York-based technology company in over two years. The company raised $81.8m on the NYSE, which priced at $17 per share. The department also advised PG&E Corporation in connection with a $250m public offering of 5,900,000 shares of its common stock. Brett Cooper acted as lead on the deal.

Reed Smith LLP advises issuers and underwriters in a range of IPOs and follow-on offerings, making specific use of its industry expertise in healthcare and life sciences. The team, led by the respected Yvan-Claude Pierre, represented Aegis Capital as underwriters’ in connection with public offerings worth $70m by Synergy Pharmaceuticals in December 2011 and May 2012. Daniel Goldberg represented Cantor Fitzgerald as placement agent in the $100m at-the-market offering of CubeSmart. Willam Haddad is also highly recommended.

Seward & Kissel LLP has a recognised position of strength in maritime and transport transactions as well as representing a range of other issuer-side clients in IPOs and other equity offerings. Highlights during 2012 included the representation of Hemen Holding, the selling shareholder, and Seadrill, the issuer, in connection with the selling shareholder’s offering of 24 million common shares of the issuer, valued at $960m. Gary Wolfe, Robert Lustrin and Edward Horton are the key contacts at the firm.

With a strong regulatory practice and significant skill assisting business development companies (BDCs) with equity transactions, Sutherland Asbill & Brennan LLP has developed a leading niche practice in this area of capital markets law. Steven Boehm advised the issuer in connection with the follow-on $428.2m public equity offering by Ares Capital, of 25,875,000 shares of common stock. Another highlight was representing CION Investment in the registration of $1bn of common equity in a non-traded BDC to be sold in a continuous offering. Cynthia Krus advised on this transaction and leads the department alongside Boehm from Washington DC.

With a particular focus on IPOs, WilmerHale represents a range of issuers in the technology and life sciences industries. The firm also represented Merrimack Pharmaceuticals in a $105.3m IPO. The transaction was handled by David Redlick and Brian Johnson. Redlick’s ‘experience spans decades; he is second to none. He has great resources and is good at building relationships’. Johnson’s ‘breadth of knowledge in capital markets is amazing. There are always a number of unexpected twists and turns when conducting an IPO, but he is always on top of any situation’.


Capital markets: global offerings

Index of tables

  1. Capital markets: global offerings - advice to financial institutions
  2. Capital markets: global offerings - advice to corporates
  3. Leading lawyers

Leading lawyers

Cleary Gottlieb Steen & Hamilton LLP is ‘always available and able to meet even the tightest of deadlines’ and continues to be ‘undoubtedly one of the dominant firms on a global level’, with standout global capabilities in the representation of both issuers and underwriters in a variety of transactions. Latin American specialist Jorge Juantorena recently acted as counsel to Mexico’s largest construction and infrastructure operations company, Empresas, in its $350m Rule 144A/Reg. S offering of 8.375% senior notes due 2017. The prolific and respected Leslie Silverman, with assistance from Helena Grannis, advised Oriental Financial Group, a Puerto Rican bank holding company, in connection with its SEC-registered offering of 4,829,267 shares of common stock (including the underwriters’ exercise in full of their option to purchase an additional 439,024 shares to cover overallotments) and 960,000 shares of non-cumulative perpetual preferred stock, Series D, with a liquidation preference of $25 per share; the deal was completed in November 2012. Experienced Duane McLaughlin acted as counsel to the initial purchasers, JPMorgan Securities, Barclays Capital, RBS Securities, Credit Agricole Securities, HSBC Securities and ING Financial Markets, in a Rule 144A/Reg. S high-yield global debt offering by CEMEX. The transaction consisted of a bond offering of $1.5bn 9.375% senior secured notes due 2022, issued and sold by CEMEX Finance, an indirect subsidiary of CEMEX.

Davis Polk & Wardwell LLP is an ‘excellent capital markets law firm with an excellent team’. It continued to strengthen its foothold in Latin America with a number of high-profile deals. Nicholas Kronfeld, who has ‘great experience and technique, an excellent attitude and is always available to support and give confidence to clients’, advised Santander Mexico in connection with its SEC-registered IPO of $4.2bn of American Depositary Shares and common stock, trading on the NYSE. This was the largest equity offering in Latin America, and the second largest in the world in 2012. Rated as ‘one of the best capital markets lawyers around’, Manuel Garciadiaz advised Mexichem, one of the largest chemical companies in Latin America and a leader in plastic pipes and solutions in Europe, in connection with a $1bn equity offering. The highly rated Maurice Blanco advised Arcos Dorados in connection with its $1bn SEC-registered follow-on public offering of class A shares. Also recommended are Richard Truesdell, Richard Drucker and Michael Kaplan.

Simpson Thacher & Bartlett LLP has a successful global practice advising both issuers and underwriters in numerous securities offerings, including completed common stock, convertible debt, high-yield debt and investment grade debt offerings across Asia, Latin America and Europe. David Williams, who recently became the head of the firm’s Latin American practice, represented Banco de Crédito e Inversiones, a leading Chilean bank, in connection with an inaugural $600m global offering of 3.00% senior notes due 2017. A team led by Glenn Reiter represented Citigroup and Morgan Stanley in connection with the public offering by Mexican telecommunications giant, América Móvil, of $350m aggregate principal amount of 3.125% senior notes due 2022 and $40m aggregate principal amount of 4.375% senior notes due 2042. The firm also acted on behalf of Cementos Pacasmayo in connection with its $230m initial public offering of American Depository Shares. This was the first IPO by a Peruvian company on the NYSE in almost two decades. Jaime Mercado in São Paulo and Juan Méndez in New York led the transaction.

Cravath, Swaine & Moore LLP has a highly creative and versatile global practice run from its offices in New York and London. Although smaller in size than many of its competitors, the firm maintains its global standing through strong, collaborative relationships with local firms in the world’s financial centres and emerging markets. A team led by the ‘excellentWilliam Rogers - who clients ‘would have no hesitation in recommending for any capital markets-related work’ - represented INEOS Finance in connection with two Rule 144A/Reg. S high-yield senior secured debt offerings, totaling $1.775bn, as well as in its €500m Rule 144A/Reg. S high-yield senior secured debt offering. The highly-rated Craig Arcella recently represented the underwriters, led by Barclays Capital, Goldman Sachs & Co and UBS Investment Bank, in connection with the $1.5bn registered debt offering of the State of Israel, also listed on the Luxembourg Stock Exchange. Andrew Pitts and William Whelan are also recommended. ‘Talented attorneyJohnny Skumpija was promoted to partner in January 2013.

Shearman & Sterling LLP has a longstanding reputation for global offerings, with offices in the UK, France and Germany as well as strong capabilities in Canada, a respected Asian practice, and one of the strongest practices in Latin America. Highly-rated capital markets practitioner Robert Evans recently represented the underwriters, led by Morgan Stanley, Deutsche Bank, Goldman Sachs, Credit Suisse and Citigroup, in a public offering of $725.7m enhanced pass-through certificates (Series 2011-2A) by American Airlines. Stuart Fleischmann represented joint bookrunners Banco Bradesco and JPMorgan Securities in conncetion with Brazil’s Banco do Estado do Rio Grande do Sul’s debt offering of $275m 7.375% Subordinated Notes due 2022. The London and New York offices also represented the underwriters (led by RBS Securities) in connection with a global offering by The Royal Bank of Scotland Group of $2.25bn of 6.125% subordinated tier 2 notes due 2022.

With a noted presence in Europe and Asia, the global capital markets team at Skadden, Arps, Slate, Meagher & Flom LLP advises both issuers and underwriters in a range of debt, equity and high-yield offerings. A team led by Gregg Noel advised Westfield Group, an Australian developer and manager of real estate and shopping malls in a $1bn Rule 144A/Reg. S offering of 4.625% senior guaranteed notes due in 2021. Alongside Noel, Rodrigo Guerra represented a group of initial purchasers, led by Merrill Lynch, Pierce, Fenner & Smith, Citigroup Global Markets, Credit Suisse Securities, Deutsche Bank Securities, JPMorgan Securities and Wells Fargo Securities in a $700m Rule 144A/Reg. S high-yield offering of 5% senior notes due in 2022 by Fidelity National Information Services. Phyllis Korff has a strong reputation, and Gregory Fernicola is also recommended.

Sullivan & Cromwell LLP provides advice globally on all phases of debt and equity capital markets transactions and represents issuers, underwriters, selling and controlling shareholders. A team led by the prolific Robert Bucholz advised the Bank of Montreal, Canada’s fourth-largest bank, in connection with its $5.25bn aggregate principal amount of SEC-registered medium-term notes offerings. John Estes, head of the firm’s corporate finance practice, represented JPMorgan Securities, Merrill Lynch, Pierce, Fenner & Smith and Merrill Lynch International, as dealer managers of five private exchange offers by Mexican company CEMEX in the issue of €179.2m aggregate principal amount of 9.875% euro-denominated senior secured notes due in 2019. Estes also represented the same clients in the issue of $703.86m aggregate principal amount of 9.875% US dollar-denominated senior secured notes due in 2019. The highly-rated Roberto Risoleo advised Bancolombia in its $932m capital raise, consisting of $300m SEC-registered American Depository Shares preferred shares and a $632m rights offerings.

With offices throughout major cities in Europe, Asia, the Middle East and a presence in Latin America, Clifford Chance continues to be particularly noted in the areas of REITS, covered bonds and healthcare, advising issuers and managers in both debt and equity offerings. A team from New York including Jonathan Zonis and Lewis Carey worked with the firm’s London office advising Deutsche Bank as arranger on the establishment by Panama-based Global Bank of a $500m covered bond programme. The team successfully advised the client on the first issue under the programme, a $200m five year Rule 144A/Reg. S offering in October 2012.

With extensive experience in both transactional and advisory securities work, Debevoise & Plimpton LLP has offices in London, Paris, Frankfurt, Moscow, Shanghai and Hong Kong, with close collaborative relationships with firms across South America. The capital markets department ‘has an excellent equity markets practice with significant experience and capabilities’, with one client stating that ‘we never feel that we are anything less than its most important client given the speed in which the firm returns calls and responds to requests for written advice or drafts’. A team including John Vasily and Peter Loughran worked with the firm’s Hong Kong offices in the representation of American International Group in its $6bn sale of a portion of its controlling stake in AIA Group Limited in March 2012. Steven Slutzky also led a team including lawyers from Frankfurt and London in the representation of Reynolds Group in its $1.25bn offering of 9.875% senior notes due 2019.

The team at Dechert LLP has continued to grow its cross-border capabilities, advising issuers and major banks on debt, high-yield and equity offerings. The team is particularly active in Latin America with underwriter-side specialist Howard Kleinman. David Rosenthal has an active practice in the life sciences sector and recently represented Novadaq Technologies, a Canadian producer of medical imaging equipment, as US counsel in connection with its initial US exchange listing and subsequent underwritten public offering of 7,015,000 common shares, with total gross proceeds of $40.3m. The highly respected Thomas Friedmann in Washington DC is recommended, as is James Lebovitz.

One of the best-value capital markets firms’, Fried, Frank, Harris, Shriver & Jacobson LLP has ‘outstanding attorneys with cutting-edge expertise’. Led by senior market figure Valerie Ford Jacob in New York, the firm also has a strong presence in Asia, with offices in Hong Kong and Shanghai. It recently acted for leading fashion accessories company Coach, in connection with its secondary listing on the Hong Kong Stock Exchange. The department also advised Sound Global, one of China’s largest water and waste management companies, in connection with its listing on the Hong Kong Stock Exchange. New York-based Joshua Wechsler is a key expert on the Asian market and is highly recommended. Also recommended is Stuart Gelfond, who has ‘outstanding securities law expertise, tremendous client responsiveness and an incredible work ethic’.

Latham & Watkins LLP recently bolstered its global capabilities with the addition of Los Angeles-based securities specialist Casey Fleck from Skadden, Arps, Slate, Meagher & Flom LLP, and Courtenay Myers Lima who joined the New York team from Davis Polk & Wardwell LLP, who focuses on complex capital raising transactions. The team has experience working with equity products (including equity derivatives) and equity-linked and debt products in the US, Asia, Middle East and Europe. The firm recently advised on a $1bn package of shares in Seadrill, a leading offshore deepwater drilling company, placed by Goldman Sachs. The cross-Atlantic deal team was led by New York-based financial products partner Witold Balaban. The firm has practices in Germany, the Nordic countries and particularly Hong Kong. The reputation and experience of Marc Jaffe in New York is a major draw for clients.

The team at Milbank, Tweed, Hadley & McCloy LLP has strengthened its Latin American practice, with Marcelo Mottesi emerging as a real star in the region. He recently advised Peruvian company Coazucar in its offering of $325m of senior unsecured notes. Mottesi also represented the underwriters, JPMorgan Chase, Bank of America Merrill Lynch and IM Trust, in the IPO of Chilean construction and investment firm Inversiones La Construccion. The deal, which raised $466m on the Santiago Stock Exchange when it debuted in July 2012, is the largest IPO to date in Chile. The team was also bolstered by the arrival of Carlos Albarracín from Chadbourne & Parke LLP, who divides his time between New York and Mexico to further increase the firm’s presence in Mexico. Also recommended is Andrew Jánszky, who divides his time between New York and Sao Paulo, and is highly regarded in both Brazil and the United States.

Morrison & Foerster LLP has expertise in handling multi-jurisdictional transactions in Europe, Latin America, Israel and particularly Asia, through its offices in Hong Kong and Tokyo. The highly-rated James Tanenbaum represented Protalix BioTherapeutics, an Israeli biotechnology company, in its $25m common stock offering of 5,175,000 shares on the NYSE. New York-based Jonathan Melmed represented Canadian pharmaceutical company, Trimel Pharmaceuticals Corporation, in connection with a CAD$13.2m public equity offering in Canada of 7,569,000 units consisting of common stock and warrants to purchase common stock. Senior of counsel Jerry Marlatt, who is ‘very personable, intelligent, efficient and knowledgeable’, is highly recommended. Anna Pinedo is a highly respected practitioner and recently represented underwriters Barclays Capital, Bank of America Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, Goldman Sachs, HSBC, Incapital, JPMorgan, Morgan Stanley and RBC Capital Markets in connection with a $20bn update to the Rabobank Nederland, Utrecht Branch medium-term note program.

The service provided by Proskauer Rose LLP ‘is outstanding, in particular its responsiveness, depth of knowledge and experience in the sector, quality of advice and leadership’. With offices in major financial centres around the globe, the capital markets group is positioned to service clients in the United States, Asia, Europe and Latin America. A team led by Frank Lopez and Justin Breen represented Knight Frank as lead underwriter in senior secured notes offerings by Implamed, a Brazilian medical device marketing and distribution company. The pair also advised Knight Frank in its role as underwriter in secured notes transactions by Far East Energy, a coalbed methane exploration company in China.

White & Case LLP is adept in cross-border and high-yield debt and equity offerings throughout the Middle East, Africa, Asia and Latin America. John Donovan recently represented of Canada Housing Trust No 1, as issuer, and Canada Mortgage and Housing Corporation, as guarantor, in the offering and sale of $29.47bn in aggregate principal amount of Canada Mortgage Bonds. Colin Diamond is ‘a top-notch securities lawyer, providing extremely accurate, thoughtful and prompt advice’. New York-based John Donovan recently represented the Canada Housing Trust No. 1, as issuer, and Canada Mortgage and Housing Corporation, as guarantor, in the offering and sale of CDN$29.65bn in aggregate principal amount of Canada Mortgage Bonds. The bonds were sold to qualified institutional buyers in the United States under Rule 144A, and to institutional buyers in Canada and a number of European countries, and are admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Arnold & Porter LLP has an impressive practice representing sovereign debt issuers, and recently advised the Republic of Turkey in the issuance of $1.5bn worth of lease certificates due in 2018. Steven Tepper and Jeremy Willcocks led the transaction from New York. Mark Stumpf in Washington DC also represented the Republic of Colombia in $559.8m 4.375% Global TES Bonds due 2023. Another highlight saw Gregory Harrington, in Washington DC, and counsel Stephen Double, in New York, advise Peruvian agricultural company, Camposol, in its $125m offering of 9.875% senior notes due 2017.

Chicago-based Mayer Brown is has experience handling global offerings in Europe, Latin America and Canada. A team led by James Patti in Chicago represented Turkiye Garanti Bankasi, a Turkish bank that provides corporate, commercial and retail banking services, in the issuance of $600m 4% notes due 2017, and $750m 5.25% notes due 2022. A team led by Edward Best represented Caisse Central Desjardins du Québec, a cooperative financial institution, in the investment grade issuance of $1.5bn 1.6% series CB2 covered bonds due 2017, under the €5bn global covered bond programme. The firm also represented Oaxaca II and Oaxaca IV, Mexico-based wind power projects, in the investment grade issuance of $300m senior secured notes due 2031. The team was led by the highly rated David Bakst in New York and Christopher Erckert in Washington DC.


Capital markets: high-yield debt offerings

Index of tables

  1. Capital markets: high-yield debt offerings - advice to issuers
  2. Capital markets: high-yield debt offerings - advice to managers
  3. Leading lawyers

The ‘outstandingCahill Gordon & Reindel LLP is ‘one of the best, if not the best underwriters’ counsel and retains its top position in the high-yield debt arena. The firm has an enviable depth of experience together with a very impressive client roster, and it consistently handles a vast number of high-yield transactions. Clients rate the ‘excellent service, from partners through to associates’, and the team offers ‘valuable insight’. It is also noted for its expertise in acquisition finance. Among recent mandates, Jonathan Schaffzin, William Miller and John Tripodoro advised Barclays, Deutsche Bank Securities and Bank of America Merrill Lynch as joint physical bookrunning managers of a $1.2bn Rule 144A/Reg. S offering of $700m of 5.875% senior notes due 2020 and $500m of 6.250% senior notes due 2022, by HDTFS Inc, now a wholly-owned subsidiary of The Hertz Corporation. Tripodoro, Brian Kelleher and James Clark represented the joint bookrunning managers and the co-managers in HD Supply’s $1.625bn Rule 144A/Reg. S offering, comprising $950m 8.125% senior secured first-priority notes due 2019, and $675m 11% senior secured second-priority notes due 2020. Also singled out from the team are Corey Wright, who has ‘excellent knowledge’, and Susanna Suh, Daniel Zubkoff and the ‘knowledgeable and professionalDouglas Horowitz, who all ‘really understand the market’. A large team including Zubkoff, Horowitz, William Hartnett, Ann Makich, Timothy Howell and Michael Ohler acted for Citigroup, JPMorgan, Credit Suisse, Deutsche Bank Securities, BMO Capital Markets, RBC Capital Markets, UBS and Nomura in Everest Acquisition Finance’s $2.750bn Rule 144A/Reg. S high-yield debt offering. Due to the firm’s focus on solely advising underwriters, clients appreciate the lack of conflicts of interest when instructing the team.

Providing ‘the absolute best legal representation in the high-yield arena’, Cravath, Swaine & Moore LLP has superb experience and acts as both issuer and manager counsel to a range of clients in several industry sectors. William Whelan has a growing practice in the homebuilder sector: he advised the initial purchasers, led by Credit Suisse and RBC Capital Markets, on Mattamy Group Corporation’s $300m and $200m senior debt offerings, and acted for Credit Suisse and the other initial purchasers in the $325m Rule 144A/Reg. S high-yield senior debt offering of William Lyon Homes. Whelan and Joseph Zavaglia also represented Credit Suisse, Deutsche Bank Securities and HSBC as initial purchasers in two Rule 144A/Reg. S high-yield senior debt offering of total amount $675m by Taylor Morrison Communities and Monach Communities (both subsidiaries of TMM Holdings Limited Partnership). On the issuer side, William Fogg counts CyrusOne and CyrusOne Finance as clients, and William Rogers Jr acted for Ineos Finance in two Rule 144A/Reg. S high-yield senior secured debt offerings totaling $1.775bn, and in its €500m Rule 144A/Reg. S high-yield senior secured debt offering. ‘At the top of the game’, Craig Arcella acted for Lender Processing Services in its $600m high-yield debt offering, and Eric Schiele acted for J M Huber Corporation. Stephen Burns and newly made-up partner Johnny Skumpija advised Crown Castle International on its $1.65bn Rule 144A/Reg. S offering of high-yield senior debt. Kris Heinzelman is a key practitioner, and Andrew Pitts and LizabethAnn Eisen are recommended.

Demonstrating extensive experience in high-yield debt offerings for both issuer and manager clients, Latham & Watkins LLP has a superb reputation. The securities team can call on the strength of individuals across several US offices, and the firm’s global cross-border practice is also highly rated. In 2012, Washington-DC based Patrick Shannon acted for Taminco Global Chemical Corporation on its $400m offering of 9.75% second-priority senior secured notes due 2020. In Chicago, Christopher Lueking acted for Libbey Glass in its $450m Rule 144A/Reg. S offering of 6.875% senior secured notes due 2020. On the underwriter side, Marc Jaffe and Senet Bischoff in New York acted for Jefferies & Company and RBC Capital Markets in the issuance of $100m 9% senior notes due 2017 by Thermadyne Holdings Corporation, as a tack-on to an existing series of secured notes. Bischoff and Lueking also acted for Goldman Sachs, Wells Fargo Securities and Stifel Nicolaus Weisel in a $550m offering of 7.875% senior secured notes due 2019 by Viasystems. Houston-based Michael Chambers advised RBS Securities as the initial purchasers on the $1.8bn offering of 6.250% senior notes due 2019 by Linn Energy. New York-based Kirk Davenport is highly rated by clients. Elsewhere, Casey Fleck joined the Los Angeles office from Skadden, Arps, Slate, Meagher & Flom LLP, and Brett Braden in Houston is also recommended.

One of the best in the business’, Simpson Thacher & Bartlett LLP is highly rated for ‘partner attention and 24/7 accessibility’. ‘A first port of call for high-yield debt work’, the firm provides ‘unmatched levels of service’ to both issuers and managers. The ‘extremely smart’ Arthur Robinson is an ‘exceptional negotiator’, and leads the group after Vicent Pagano retired in mid-2012. Robinson and John Lobrano advised the underwriters, led by Barclays Capital and Goldman Sachs on the $1bn offering of 6.625% senior notes due 2022. Robinson and Marisa Stavenas advised JPMorgan Securities, Barclays Capital, Credit Suisse Securities (USA) and Goldman Sachs on Realogy’s $593m Rule 144A/Reg. S private offering of 7.625% senior secured first-lien notes due 2020 and a $325m offering of 9.000% senior secured notes due 2020. John Ericson acted for the underwriters, led by JPMorgan, in The ServiceMasterCompany’s $750m Rule 144A/Reg. S offering of 7% senior notes due 2020. Kenneth Wallach and the ‘very good’ Ryan Bekkerus advised the initial purchasers led by JPMorgan Securities and Credit Suisse Securities (USA) as global coordinators and joint bookrunning managers on Inmet Mining Corporation’s $1.5bn Rule 144A/Reg. S offering of 8.75% notes due 2020. Elsewhere, William Brentani in Palo Alto acted for the initial purchasers, led by key client JPMorgan, in Air Lease Corporation’s $1bn offering of 5.625% senior notes due 2017, and a further $450m offering of 4.5% senior notes due 2016. The team also handles many issuer-side mandates, largely thanks to the firm’s superb private equity practice. Richard Fenyes represented First Data Corporation in its $1.3bn Rule 144A/Reg. S offering of 6¾% senior secured notes due 2020. ‘An authority on high-yield debt work’, Edward Tolley has ‘incredible experience’ and ‘rolls up his sleeves on every deal’; Tolley acted for Sampson Investment Company in its $2.25bn Rule 144A/Reg. S offering of 9.750% senior notes due 2020. Joseph Kaufman counts HCA as an issuer client. The team is also praised for its ‘thorough handling of due diligence processes’, and Robinson ‘understands accounting issues better than anyone else’. All individuals are based in New York unless mentioned otherwise.

Davis Polk & Wardwell LLP’s ‘outstanding’ high-yield debt practice fields a ‘deep bench’ of experienced practitioners, and the team handles both manager and issuer mandates in the arena. ‘A great and trusted advisor’, Michael Kaplan is ‘one of the best’ and ‘very bright, quick and experienced’. Kaplan was extremely active in advising major financial institutions on high-yield debt in 2012: highlights included advising Credit Suisse Securities, JPMorgan Securities, Citigroup Global Markets and Wells Fargo Securities regarding the $1.55bn SEC-registered offering of high-yield senior notes by AmeriGas, and representing JPMorgan Securities as representative of the initial purchasers in LyondellBasell Industries’ $3bn Rule 144A/Reg. S senior notes offering. Kaplan also advised the initial purchasers on Taminco Global Chemical Corporation’s $400m offering of second-priority senior secured high-yield notes. The ‘very well respected and knowledgeable’ Richard Truesdell, together with John Meade, represented Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey and RBS Securities as joint bookrunning managers and representatives of the initial purchasers in SandRidge Energy’s $750m Rule 144A/Reg. S notes offering, occurring simultaneously with the acquisition of Dynamic Offshore Resources by SandRidge. On the issuer side, Meade acted for Dufry in its $500m Rule 144A/Reg. S senior notes offering listed on the Irish Stock Exchange: this was Dufry’s first dollar-denominated high-yield offering. Richard Drucker also represented Ruby Tuesday in its $250m Rule 144A/Reg. S senior notes offering. Joseph Hall led in advising Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the initial purchasers on a $800m Rule 144A/Reg. S senior notes offering by Continental Resources. Deanna Kirkpatrick is recommended.

Kirkland & Ellis LLP’s ‘extremely smart’ and ‘very responsive’ team provides ‘excellent legal and commercial advice’ to high-yield debt issuers. The firm continues to draw on the strength of its private equity practice to assist clients in the capital markets, and it provides ‘one of the best blends of legal advice and practical solutions available’. New York-based Christian Nagler represented Charter Communications in a $1.25bn offering of 5.25% senior notes due 2022, a $750m offering of 6.625% notes due 2022 and a $750m offering of 7.375% senior notes due 2020. Offering ‘practical and concise advice’, Joshua Korff acted for Community Health Systems in three high-yield debt offerings totaling $3.8bn in 2012, and advised Gold Gate Capital Software on two high-yield notes offerings of $1.015bn and $250m. Korff also represented a private equity consortium led by Apax Partners in a $1.75bn offering of 10.5% second-lien secured notes due 2018 and a $750m offering of 12.5% senior notes due 2019 to finance the leveraged buyout of Kinetic Concepts Inc. (KCI). A team in Chicago led by James Rowe and Jon Ballis advised Clear Channel Communications on a private offering of $2.725bn 6.5% series A and series B senior notes due 2022, a private offering of $2bn 9% priority guarantee notes due 2019, and a private offering of $2.2bn 7.625% series A and series B senior subordinated notes due 2020. Also from Chicago, Gerald Nowak counts NRG Energy as a client, and Dennis Myers acted for Audatex North America (a company of Solera Holdings) in its $400m offering of 6.75% senior notes due 2018. Clients value the ‘impressive depth of the team’, and New York-based Michael Kim is recommended.

Shearman & Sterling LLP has broad strength in the debt capital markets, and the firm’s high-yield experience is valued by issuers and managers alike. The team features key individuals David Beveridge and Michael Benjamin, and the arrival of Jonathan DeSantis from Dewey & LeBoeuf LLP in 2012 also strengthened the team’s high-yield capabilities. Recent mandates include Beveridge and DeSantis acting for Bank of America Merrill Lynch and Goldman Sachs in a $750m Rule 144A/Reg. S rights offering of high-yield senior notes by Steel Dynamics, and Benjamin advising Morgan Stanley, Bank of America Merrill Lynch and RBC Capital Markets as joint bookrunning managers on Hub International Limited’s $740m Rule 144A/Reg. S high-yield notes offering. The team also represented Morgan Stanley, Barclays Capital, JPMorgan Securities and Merrill Lynch, Pierce, Fenner & Smith Incorporated in the $14.7bn Rule 144A offering of senior notes in six tranches by AbbVie. Elsewhere, Robert Evans acted for Bank of America Merrill Lynch as lead bookrunning manager regarding Sprint Nextel Corporation’s $2.28bn registered offering of high-yield notes. Issuer work included DeSantis advising NGPL PipeCo on its $550m Rule 144A/Reg. S offering of high-yield senior secured notes. The firm’s Canadian practice remains very active, and Jason Lehner, who splits his time between Toronto and New York, acted for Inmet Mining Corporation in its $1.5bn offering of 8.75% senior notes due 2020. In New York, Stuart Fleischmann is recommended.

Skadden, Arps, Slate, Meagher & Flom LLP’s high-yield debt strength lies in advising issuers, and the firm has strong sector experience, in areas including healthcare, REITs and financial services. Clients value the firm’s global practice and experience in handling cross-border instructions. Notable highlights for Stacy Kanter included advising a healthcare services provider on two offerings of high-yield senior notes totaling $475m, and advising a drugstore chain on high-yield debt offerings of $902m. The team also handles work for major financial institutions; Richard Aftanas acted for the initial purchasers in a high-yield debt offering by an intermodal chassis provider, and also advised the initial purchasers on a high-yield offering of senior subordinated notes by a US cable provider. Michael Zeidel acts for both issuers and underwriters, and also singled out from the team are David Goldschmidt, Gregory Fernicola and Los Angeles-based Gregg Noel. Phyllis Korff is highly regarded as a capital markets institution.

Sullivan & Cromwell LLP represents both issuers and managers in high-yield debt offerings, and the team has experience in sectors spanning healthcare, energy, and finance, among other areas. Key issuer mandates in 2012 included Robert Downes acting for CSC Holdings in a $750m SEC-registered high-yield senior unsecured notes offering, and John Estes advising Aurora USA Oil & Gas on a $200m Rule 144A/Reg. S senior unsecured debut bond offering and a $165m Rule 144A/Reg. S senior notes offering. Estes also assisted Fortescue Metals Group in its $1bn aggregate principle amount of 6% senior notes due 2017, and $1bn aggregate principle amount of 6.875% senior notes due 2022, both pursuant to Rule 144A/Reg. S. Robert Reeder advised Forest City Enterprises on its $125m SEC-registered senior unsecured notes offering, and from Palo Alto, Scott Miller represented Dish DBS Corporation in two Rule 144A/Reg. S high-yield senior unsecured debt issuances of combined aggregate principal amount $2.9bn. On the underwriter side, Estes represented JPMorgan Securities, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch International as dealer managers in CEMEX’s five private exchange offers. Leveraging off his experience in the Australian market, Estes also acted for the underwriters in a $325m Rule 144A/Reg. S guaranteed bonds offering by Nufarm Australia. Neal McKnight represented the underwriters in the $300m Rule 144A/Reg. S senior unsecured offering by Sotheby’s. Andrew Soussloff, Robert Buckholz and John Mead are all recommended.

Highly regarded for its ‘breadth and depth of market knowledge’, Cleary Gottlieb Steen & Hamilton LLP’s ‘excellent’ team demonstrates ‘great acumen and experience’ in the high-yield debt arena. The firm has significant experience in markets outside the US, particularly Latin America, and it represents issuers and managers. Key individual Duane McLaughlin acted for the initial purchasers, including JPMorgan Securities, RBS Securities and ING Financial Markets in CEMEX’s $1.5bn Rule 144A/Reg. S offering of 9.375% senior secured notes due 2022. Jorge Juantorena has a ‘thorough understanding of Latin American business realities’, and in 2012 he acted for Citigroup Global Markets, JPMorgan Securities and Santander Investment Securities as the initial purchasers in the $400m offering of 8.875% senior guaranteed notes due 2022 by Corporacion Geo. Among issuer mandates, David Lopez acted for Sabre in a $400m reopening of its 8.5% senior secured notes due 2019, and McLaughlin advised Nationstar Mortgage and Nationstar Capital Corporation in four high-yield debt offerings of total amount $775m. Michael Volkovitsch acted for Rural/Metro (a portfolio company of Warburg Pincus) in its $108m Rule 144A/Reg. S offering of 10.125% senior unsecured notes due 2019. Sandra Flow, Laurent Alpert and John Palenberg count Alpha Natural Resources as a key client, and Juantorena also advised Empresas ICA on its $350m Rule 144A/Reg. S debt offering of 8.375% senior notes due 2017.

The ‘all-round excellent’ team at Debevoise & Plimpton LLP demonstrates ‘significant experience and capability’ in advising issuers on high-yield debt offerings. The firm continues to act for many private equity clients, drawing on its expertise in this area, and it is experienced in advising sponsors and portfolio companies in high-yield debt offerings related to leveraged buyouts. Highlights included Steven Slutzky representing Reynolds Group in its $1.25bn offering of 9.875% senior notes due 2019, and Peter Loughran and David Brittenham advising The ServiceMaster Company on its $600m offering of 8% senior notes due 2020. Loughran and Jeffrey Ross advised Clayton, Dubilier & Rice on a $200m offering of 10% senior notes due 2020 by Roofing Supply Group. Ross is singled out for his ‘knowledge, thoroughness and commitment to client service’. Elsewhere, a team featuring Slutzky, Brittenham and Paul Brusiloff, acted for HD Supply regarding a $675m offering of 11% senior secured second-priority notes due 2020, a $950m offering of 8.125% senior secured first-priority notes due 2019, a $757m offering of 14.875% senior notes due 2020, and a $300m offering of 8.125% senior secured first-priority notes due 2019. Alan Paley is ‘highly proactive in monitoring legal and industry developments’, and Matthew Kaplan and Paul Rodel are recommended.

Dechert LLP acts for a solid base of issuer clients, including several private equity firms. The team also has growing experience assisting managers, and it is noted for its substantial cross-border capabilities. A Philadelphia-based team of Carmen Romano and Eric Siegel assisted Edgen Murray Corporation on its $540m Rule 144A/Reg. S offering of 8¾% senior secured notes due 2020. Siegel and William Lawlor acted for Amkor Technology in its $300m Rule 144A/Reg. S offering of 6.375% senior notes to 2022. Craig Godshall led a team in representing Physiotherapy Associates Holdings on its $210m Rule 144A/Reg. S offering of 11.875% senior unsecured notes. From New York, Derek Winokur and Richard Goldberg acted for H&E Equipment Services on its $530m offering of 7% senior unsecured notes due 2022. Howard Kleinman and David Rosenthal co-head the practice from New York.

Fried, Frank, Harris, Shriver & Jacobson LLP is praised for its ‘cutting-edge expertise’ and has strong high-yield debt experience. The ‘efficient and responsive’ team of ‘outstanding attorneys’ has solid underwriter relationships, and it also advises issuer clients, including private equity sponsors. The team is led by firm chairperson Valerie Ford Jacob, who has a superb reputation, and features the ‘very knowledgeableAndrew Barkan, who is ‘always available’. Barkan advised Dematic and its sponsors regarding the $265m offering of 7.750% notes due 2020 by DH Services Luxembourg (a subsidiary of Dematic), and Ford Jacob and Barkan also represented Penske Automotive in its $550m issuance of 5.75% senior notes due 2022. Praised for his ‘experience in dollar-denominated, high-yield and other complex debt offering structures’, Daniel Bursky is an ‘invaluable team member’ and provides ‘strategic negotiating advice’. Bursky and Joshua Wechsler acted for USI and its sponsor regarding the $630m offering of 7.75% senior notes due 2021 by USI to finance the LBO of USI by private equity firm Onex. Stuart Gelfond is noted for his ‘tremendous responsiveness to clients’ and ‘incredible work ethic’, and together with Barkan, Gelfond acted as designated underwriters’ counsel in the $200m offering of 7.00% senior subordinated notes due 2022 by Sonic Automotive. Paul Tropp and Washington DC-based Vasiliki Tsaganos are recommended.

Gibson, Dunn & Crutcher LLP provides high-yield debt advice from several offices across the US and it is particularly well known for providing issuer counsel. Key practitioner Andrew Fabens represented Tenet Healthcare Corporation in its $900m high-yield debt offering of senior secured notes, and also acted for Celanese Corporation in its $500m high-yield debt offering of senior notes. Again from New York, Aaron Adams advised Zayo Group on its $1.25bn high-yield debt offering. From Dallas, Robert Little counts Energy Future Holdings as an issuer client in the high-yield debt arena. Robyn Zolman in Denver is recommended.

The focus of Jones Day’s high-yield expertise remains on advising issuer clients, and New York-based Christopher Kelly continues to head up the practice. Key issuer mandates included advising Sprint Nextel Corporation on a $1bn Rule 144A/Reg. S offering of 9.125% notes due 2017 and a $1bn Rule 144A/Reg. S offering of 7.000% guaranteed notes due 2020. Gregory Gorospe in Colombus, Eric Maki in New York and Kimberly Pustulka in Cleveland led the transaction, and also advised the client on a further $1.5bn offering of 7.000% notes due 2020. Elsewhere, the team is growing its manager-side experience. In 2012, Alexander Gendzier in New York, together with Houston-based Angela Olivarez and Cassandra Mott, advised Jefferies & Company on Offshore Group Investment’s $775m Rule 144A/Reg. S offering of 11½% senior secured first-lien notes due 2015. Gendzier and Olivarez also acted for Citigroup Global Markets and Jefferies & Company as representatives of the initial purchasers in Offshore Group Investment’s $1.15bn Rule 144A/Reg. S offering of 7.5% senior secured first-lien notes due 2019.

Following its substantial formation of a leveraged finance group in 2011 through several lateral hires, Paul Hastings LLP continued to make a strong play for work in the high-yield debt arena throughout 2012. The team is experienced in advising managers, and a highlight included advising RBC Capital Markets and BMO Capital Markets as lead arrangers on a $250m offering of unsecured notes as part of the financing for Ares Management and Canada Pension Plan Investment Board’s $1.6 billion acquisition of 99 Cents Only Stores. The team also represented the initial purchasers on a debt offering of 8.375% senior guaranteed notes due 2017 by Empresas. The addition of a Latin America-focused team in 2012 was also a major boost to the practice: Michael Fitzgerald, Taisa Markus, Joy Gallup and Arturo Carrillo recently advised the initial purchasers and dealer manager on Mexican conglomerate Grupo Kuo’s $325m Rule 144A/Reg. S offering of 6.25% senior notes due 2022. Among issuer mandates, the team acted for LIN Television Corporation in its $290m Rule 144A/Reg. S private placement of 6.375% senior notes due 2021. Michael Michetti, Richard Farley and William Schwitter are recommended.

The ‘outstanding’ practice at Paul, Weiss, Rifkind, Wharton & Garrison LLP continues to build its high-yield debt experience, particularly on the issuer side. Demonstrating a ‘consistent level of excellence’, the team is active in advising clients from several sectors, including media, energy, telecoms and hospitality. Within the team, Edwin Maynard and Andrew Foley are ‘first class’; both are ‘highly responsive, hands-on and knowledgeable’ and ‘excellent problem solvers’. Maynard is also recommended for his experience in cross-border mandates between the US and Canada, where he demonstrates ‘great judgment in handling tough decisions’. ‘Pragmatic and solutions-orientated practitionerLawrence Wee has ‘in-depth expertise in securities law’, and together with Maynard, Wee advised Taylor Morrison Communities and Monarch Communities on a $550m Rule 144A/Reg. S offering of 7.75% senior notes due 2020, and a $125m Rule 144A/Reg. S offering of 7.75% senior notes due 2020. The highly recommended duo of Gregory Ezring and Monica Thurmond acted for Caesars Entertainment Corporation in two Rule 144A/Reg. S offerings by its subsidiaries of $1.25bn 8.50% senior secured notes due 2020, and $750m 9% senior secured notes due 2020, and also represented EP Energy in several high-yield debt offerings of total amount $3.1bn. John Kennedy and Raphael Russo advised Intelsat Global Holdings on a $1.2bn Rule 144A/Reg. S offering of 7.25% senior notes due 2020 and a $640m Rule 144A/Reg. S offering of 6.625% senior notes due 2022, both of Intelsat Jackson Holdings. The firm is growing its capabilities in advising managers, with a Toronto-based team of Christopher Cummings and Adam Givertz noted for its experience.

Praised for its ‘very fast response times’ and ‘strength in client service’, Proskauer Rose LLP fields a team of ‘highly skilled and very experienced lawyers’ who are ‘available 24/7’. The firm provides ‘practical solutions to legal issues’ and advises both issuers and managers on high-yield debt offerings. On the manager side, the firm maintains a key relationship with Jefferies & Company. Frank Lopez advised GSO Capital Partners on the $75m Rule 144A/Reg. S offering of 10.5% senior secured notes due 2019 by Advance Lighting Technologies. Lopez and Justin Breen, who is singled out for his experience in advising managers, also count Knight Capital and Imperial Capital as clients. Among issuer mandates, Monica Shilling regularly acts for Ares Capital Corporation in debt offerings, and Philippa Bond advised 99 Cents Only Stores on a $250m offering of 11% senior notes due 2019. The ‘outstandingJulie Allen is ‘one of the most business-minded lawyers’, and among several offerings for Icahn Enterprises, she represented the client on a $500m tack-on offering of 8% senior notes due 2018.

Weil, Gotshal & Manges LLP made significant strides in the high-yield debt arena with the 2012 hire of John Cobb from Dewey & LeBoeuf LLP. The ‘consistently strong’ team is described by one client as being ‘at the cutting edge of corporate finance’ and demonstrates ‘excellent knowledge’. Cobb is highly regarded for his strength in advising underwriters, and advised key client Barclays as lead arranger in connection with Centene Corporation’s $175m add-on senior notes offering. Corey Chivers represented Credit Suisse Securities (USA) and JPMorgan Securities as joint bookrunning managers and co-managers in a $600m offering of senior notes by Frontier Communications, and acted for Deutsche Bank Securities as joint bookrunning manager in a $500m offering of senior notes by Frontier Communications. On the issuer side, highlights for Todd Chandler included acting for Advent International (majority shareholder of Serta Simmons Holdings) in the $650m notes offering of Serta Simmons, and advising Sotheby’s on its $300m senior notes offering. Chandler also acted for Ceridian Corporation in its $720m offering of 8 7/8% senior secured notes due 2019, and advised Univision Communications on two high-yield debt offerings. Jennifer Bensch, who joined from Skadden, Arps, Slate, Meagher & Flom LLP in 2012, advised Nortek on its $235m offering of senior notes due 2021. Heather Emmel represented Centerbridge Partners in a $300m Rule 144A/Reg. S offering of 10.25% senior notes by Wok Acquisition Corp. Matthew Bloch is recommended.

Focused on advising managers in the high-yield debt arena, the team at White & Case LLP handled several key mandates in 2012. Gary Kashar acted for Morgan Stanley, as a joint bookrunning manager and representative of the other joint bookrunning managers, the senior co-managers and the co-managers in W&T Offshore’s $300m tack-on offering and sale of 8.5% senior notes due 2019. Jin Kim acted for Jefferies & Company as sole bookrunning manager and initial purchaser regarding a $220m offering of 11.5% senior secured notes due 2017 by IDQ Holdings. Kenneth Suh represented Jefferies & Company as placement agent and closing agent in a $475m private placement of 8.625% senior secured notes due 2018 by Shelf Drilling Holdings. Suh also acted for Jefferies & Company and UBS Securities as joint bookrunning managers in GRD Holding III Corporation (Garden Ridge)’s $360m offering of 10.75% senior secured notes due 2019. Other manager clients include Deutsche Bank Securities, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley and Wells Fargo Securities. The firm is also able to act for issuer clients. Nazim Zilkha represented Tembec in its $50m add-on offering and sale of 11.25% senior secured notes due 2018 by its subsidiary Tembec Industries, and Kashar advised Welltec on its debut offering of $325m 8% senior secured notes due 2019.

Baker Botts L.L.P. has top energy sector expertise and acts for both issuers and managers on high-yield debt offerings. Joshua Davidson advised Midstates Petroleum Company on its $600m Rule 144A/Reg. S private placement of 10.75% senior notes due 2020, and corporate practice head Kelly Brunetti Rose acted for Linn Energy on its $1.8bn offering of 6.250% senior notes due 2019. From Dallas, Luke Weedon represented Hercules Offshore in a $300m private offering of 7.125% senior secured notes due 2017 and a $200m private offering of 10.25% senior notes due 2019, both pursuant to Rule 144A/Reg. S. On the manager side, Davidson and Dallas-based Doug Rayburn represented the initial purchasers in the $250m Rule 144A/Reg. S private placement of 7.875% senior notes due 2022 by BreitBurn Energy Partners. Davidson and Hillary Holmes also acted for the initial purchasers in Chesapeake Midstream Partners’ $750m private placement of 6.125% senior notes due 2022. David Kirkland heads the team. All individuals are based in Houston unless mentioned otherwise.

Mayer Brown continues to build its experience advising issuer clients on high-yield debt offerings across several of its US offices. A highlight included advising Türkiye Vakýflar Bankasý T.A.O. (Vakifbank) on its offering of $500m 5.75% notes due 2017, a matter led by Chicago-based James Patti. A team featuring John Berkery in New York, and Philip Niehoff and Paul Theiss in Chicago, advised Isle of Capri Casinos on its $350m offering of 8.875% senior subordinated notes due 2020. In an underwriter mandate, Christopher Erckert in Washington DC acted for BNP Paribas in Linea Amarilla’s $527m high-yield debt issuance.

Fielding a team of ‘very knowledgeable securities lawyers’, Milbank, Tweed, Hadley & McCloy LLP demonstrates a ‘high level of client dedication’. The team acts for managers in high-yield debt work, and it can call upon the firm’s excellent global experience to further assist clients. Rod Miller is noted for his ‘market knowledge, technical skill, accessibility and hands-on service’; Miller advised Barclays, Bank of America Merrill Lynch, Citigroup, and Wells Fargo Securities as initial purchasers in two debt offerings and a concurrent cash tender offer by Tenet Healthcare Corporation. Marcelo Mottesi advised Bank of America Merrill Lynch, Credit Suisse and Citigroup as initial purchasers in a $146m Rule 144A/Reg. S offering by Arcos Dourados, reopening 10.25% five-year senior unsecured notes first offered in 2011. Paul Denaro and Robert Williams are ‘very good’. Denaro and Miller acted for Goldman Sachs, Deutsche Bank Securities, Credit Suisse, UBS and Citigroup in a $200m offering of 10% senior notes due 2020 by Roofing Supply. The firm is also growing its representation of issuers. Douglas Tanner advised Covanta Holding Corporation and its subsidiary companies on a $400m offering of 6.375% senior notes due 2022, and Miller acted for MGM Resorts International in its $1bn Rule 144A offering of 6.75% senior notes due 2020. Arnold Peinado and associate Jessica Cunningham are recommended.

O'Melveny & Myers LLP continues to demonstrate its broad capabilities in advising issuer clients from a range of sectors on high-yield debt offerings. A New York-based team featuring Sung Pak, Sam Zucker and Eric Reimer acted for Nektar Therapeutics in its $125m Rule 144A offering of 12% senior secured notes due 2017. Elsewhere, Andor Terner in Newport Beach and Washington DC-based Robert Plesnarski advised Sabra Health Care REIT on its $100m Rule 144A offering of 8.125 senior notes due 2018. The firm welcomed Michael Schiavone from Shearman & Sterling LLP in April 2012.

Vinson & Elkins L.L.P. acts for issuer clients in the energy sector. In 2012, Michael Harrington advised Concho Resources, Oasis Petroleum, Lone Pine Resources Canada and Endeavour International Corporation on high-yield debt offerings. David Stone advised Belden on its $700m high-yield offering of senior subordinated notes, and assisted Gulf Mark Offshore on its $300m high-yield offering of senior notes. On the manager side, Stone acted for Barclays Capital in connection with Halcón Resources Corporation’s $750m high-yield offering, and also represented Wells Fargo Securities in Berry Petroleum Company’s $600m high-yield offering of senior notes.

Wachtell, Lipton, Rosen & Katz has extensive expertise in all financing matters. On the high-yield debt side, the team, led by Eric Rosof and Joshua Feltman, acted for IAC/InterActiveCorp in its $500m bond offering and advised Sunoco on its $400m offering of senior notes (together with a $450m senior secured credit facility).

Winston & Strawn LLP impresses due to the expertise of Jim Junewicz. Junewicz has extensive experience in the arena, and advised Bank of America Merrill Lynch on a $250m offering of 6 3/8% senior unsecured notes due 2020 by Boise Cascade Holding. On the issuer side, Junewicz acted for Hub International in a high-yield debt offering.


Corporate restructuring (including bankruptcy)

Index of tables

  1. Corporate restructuring (including bankruptcy)
  2. Leading lawyers

Leading lawyers

Traditionally known for its creditor work, the ‘very talented and professionalDavis Polk & Wardwell LLP acted as debtor’s counsel in two major Chapter 11 cases in 2012. Clients consider the ‘top-notch’ group as ‘one of the top three firms for lender’s counsel on Wall Street’ and highlight lawyers as ‘among the best in the business and enjoyable to work with as well’. Donald Bernstein is ‘a recognized leader in the corporate restructuring field’ and co-chairs a ‘highly committed and communicative’ group alongside the ‘knowledgeable, thoughtful and accommodating’ Marshall Huebner. The 12-partner team also includes ‘exceptional lawyer’ Damian Schaible, litigation specialists Karen Wagner and Elliot Moskowitz, and newly-made-up partner Brian Resnick. Clients praise the department’s ‘real strength-in-depth’ and ability to ‘combine technical expertise with good practical advice’ - qualities that are evidenced through a varied deal list. On the creditor side, it continues to represent the joint administrators of Lehman Brothers International (Europe) in its Chapter 11 cases, worth $75bn. In a highlight contentious case, the firm advised Sterling Equities Partners, one of the largest creditors in the Madoff ponzi bankruptcy, in its claims as well as defending it in an avoidance action brought by the estate’s trustee. Among the firm’s headline debtor-side representations, it is advising Patriot Coal on its Chapter 11 reorganization, which involves debts worth $3.1bn, and on a related $802m debtor-in-possession (DIP) financing. Other recent clients include Citibank, Pinnacle Airlines and JPMorgan.

The consensus is that Kirkland & Ellis LLPis the one of, if not the, best restructuring firm in town,’ and attracts praise for having ‘the deepest bench and the most experience’. The firm retains its strong foothold at the top of the market and is considered a ‘debtor-side powerhouse’, with one source saying: ‘of the firms that do debtor work, I prefer it because it focuses on how to get things done with the least amount of fuss and drama.’ The team is among the largest in the US, fielding nearly 40 partners as part of a 100-lawyer strong department; its historical preeminence combines with its strong national capability to ensure that it regularly takes the lead role in headline restructurings. Lawyers are ‘indefatigable and deliver impeccable advice around the clock’. Richard Cieri stands out as ‘among the best there is’ due to his ‘great judgment, experience and solutions-oriented approach’. James Sprayregen is ‘smart, responsive and practical’. Paul Basta is a ‘restructuring specialist through and through’, and Edward Sassower is a ‘true business-savvy deal lawyer who knows when to fight and when to negotiate’. In 2012, the firm advised supermarket chain The Great Atlantic & Pacific Tea Company (A&P) in its Chapter 11 cases including successfully guiding it through a contested plan confirmation process. In a high-profile financial services matter, the firm won an instruction from Ally in the prearranged bankruptcy cases for its wholly-owned mortgage subsidiary, Residential Capital (ResCap), which filed for bankruptcy with over $4bn in debt-related liabilities and potentially up to $4bn in litigation liabilities. Other headline matters included advising Barneys New York in its out-of-court restructuring, and representing Corus Bankshares in its complex restructuring.

The ‘cutting edge team’ at Paul, Weiss, Rifkind, Wharton & Garrison LLP is ‘solidly in the top tier of corporate restructuring practices’. The firm specializes in advising creditors and is renowned for its expertise in financial services work, but it is equally as comfortable advising debtors and investors and has recently handled cases in the publishing, power, telecoms and entertainment sectors. Lawyers are ‘highly responsive, business savvy, practical and deeply knowledgeable’ and the firm’s ‘advice and execution are appropriate and first rate’. Department chair Alan Kornberg is ‘undoubtedly a leading light in market’, and Andrew Rosenberg has ‘firmly established himself as one of the top restructuring lawyers in the US’. Jeffrey Saferstein is also recommended as ‘pragmatic and capable of conveying complex subjects in an easily comprehendible manner’ and acted alongside Kornberg in advising Houghton Mifflin Harcourt Publishing on the negotiation of a pre-packaged Chapter 11 plan that eliminated approximately $3.1bn in debt and $250m in annual interest costs; the plan was successful and the company emerged from Chapter 11 in 32 days. The firm also represented restaurant franchisor Quiznos in its out-of-court debt restructuring, which involved over $1bn of secured debt and a new capital raise which required 100% first and second lien lender consent. On the creditor side, Douglas Davis and Stephen Shimshak acted for Citigroup in claims against Lehman Brothers relating to $2.5bn of assets. In a series of high-profile M&A-related mandates, the firm advised telecommunications giant Ericsson in several matters, including advising it as part of a consortium that purchased Nortel’s $4.5bn patent portfolio following a bankruptcy auction. Other representative clients include the ad hoc committee of bondholders of Trico Marine Group and Buffets Restaurant Holdings.

Considered ‘a specialist in debtor-side restructuring assignments’, Skadden, Arps, Slate, Meagher & Flom LLP is a ‘leading force in the market’ and also packs a punch in creditor-side work and distressed M&A matters. Indubitably, the 23-partner team counts some of the US’ leading bankruptcy lawyers among its ranks. Leading names include: New York-based global group head Jay Goffman, who is commended by clients as ‘an amazing restructuring attorney’; ‘technical wizard’ Jack Butler, who resides in the firm’s Chicago office; and deputy practice leaders George Panagakis (‘highly experienced and user-friendly’) and Ken Ziman (‘very knowledgeable and commercial’), who practice in Chicago and New York respectively. The firm’s national restructuring capability also calls on the services of partners in Wilmington and Los Angeles. In a headline example of its creditor work, the group advised the official committee of unsecured creditors for AMR Corporation - the parent company of American Airlines’ - in its bankruptcy case, which was significantly the second-largest Chapter 11 case filed in 2011. Barclays Bank also instructed the firm on the $1.45bn DIP credit facility it provided to ResCap following its filing for Chapter 11. Among its recent work for debtors, in 2012 the firm advised DSW Group in its successful out-of-court restructuring, which was part of a larger restructuring and refinancing deal involving several DS Waters entities and more than $900m of debt. The firm has also recently handled work for Jackson Hewitt Tax Service, MF Global and Syms Corp.

Weil, Gotshal & Manges LLP is ‘widely regarded as one of the best firms in the restructuring arena’ and is a top choice on the back of its ‘large, fully-equipped team, which is staffed with lawyers that understand every angle of a corporate restructuring’ and for its ‘genuine ability to advise seamlessly in cross-border cases’. Although it attracts acclaim for its long-held status as ‘debtor’s counsel extraordinaire’, the firm also advises creditors and asset purchasers on major and mid-size restructurings. Senior statesman Harvey Miller is ‘one of the world’s leading restructuring players’ and ‘has been called a doyen more times than many of his peers have had hot dinners’. Miller continues to be the driving force behind many of the group’s headline cases, most notably acting alongside Lori Fife to advise Lehman Brothers in the largest Chapter 11 cases in US history, which involved three years of negotiations with creditors and finally received approval in December 2011. In a further example of its debtor-side reputation, New York-based restructuring partner Brian Rosen acted alongside Adam Strochak in Washington DC and litigation partner John Mastando to advise Washington Mutual in its Chapter 11 case, which was significantly the second-largest by asset size in US history - the fact that it filed for bankruptcy just 11 days after Lehman demonstrates the firm’s ability to resource the market’s largest cases. Certainly, clients rave about the firm’s ‘deep bench, unrivalled market knowledge and technical strength’. Other leading partners include business finance and restructuring chair Marcia Goldstein, who has recently led advice on several high-profile mandates for non-debtor side parties, including acting for Citigroup Global Markets and Barclays Bank as arrangers in an $800m senior secured DIP credit facility in the Chapter 11 cases of Patriot Coal. Stephen Karotkin and Gary Holtzer are also recommended.

The fourteen-partner team at Akin Gump Strauss Hauer & Feld LLPstands on a par with the best firms in the bankruptcy area’. Indeed, the ‘creditor-side specialist’ is recognized as a ‘dominant force, if not the number one firm, in advising creditors’ committees in restructuring and bankruptcy cases’. Led out of New York by ‘highly experienced’ department chair Fred Hodara, the team also calls on the services of restructuring specialists in Dallas, Los Angeles and Washington. Among the firm’s most high-profile instructions, Hodara and David Simonds worked together to lead advice to the official committee of unsecured creditors in Washington Mutual’s Chapter 11 proceedings, which was the largest savings and loan association in the US before it filed for protection in 2008 - the Bankruptcy Court finally confirmed the seventh amended reorganization plan in February 2012. In a more recent filing, the ‘fantastically commercial and client-oriented’ Ira Dizengoff acted alongside ‘safe pair of hands’ Arik Preis to advise the official unsecured creditors committee in the Chapter 11 of Dynegy Holdings, the largest of Dynegy Inc’s four subsidiaries, which involved the restructuring of more than $4bn worth of liabilities. In a rare debtor-side mandate, the firm also successfully represented TerreStar Corporation, the parent of mobile satellite network operator TerreStar Networks, in its Chapter 11 - the plan was confirmed by the court in October 2012. Other leading names include Michael Stamer, who is singled out by clients as ‘one of the leading restructuring lawyers in the market’, and Daniel Golden, who is ‘the lawyer that you want fighting for you, not against you’.

Admired for providing a ‘top-shelf productJones Day has the ‘necessary size and depth of resources to ensure that any problem is handled swiftly and delicately’. Among the 25-partner team’s many accolades, it receives particular recognition for its ‘great combination of high service and fair pricing’ and for its ‘superb litigators’ that ‘always arrive prepared for any scenario that may unravel that day’. Driven out of New York by ‘exceptional lawyer’ and ‘formidable tacticianPaul Leake, the firm’s restructuring practice fields an enviable national footprint that was bolstered in May 2012 through the hire of a group of lawyers from Dewey & LeBoeuf LLP’s Los Angeles office. The new arrivals included former Los Angeles managing partner Bruce Bennett, Sidney Levinson, James Johnston and Joshua Mester and of counsel Monika Wiener. Other offices that house significant restructuring personnel are Chicago, Cleveland, Columbus, Dallas, Houston, San Francisco and Washington DC. As one of the rare firms that has the capacity to handle a steady volume of both debtor and creditor instructions, it continues to impress with the scope of its expertise. Most notably, on the debtor side, it recently acted as lead debtors’ counsel to US baked-goods giant Hostess Brands in its Chapter 11. The complex case involved more than $800m in secured debt and a $75m DIP financing facility with Silver Point. On the creditor side, the firm represented the official committee of unsecured creditors in the Chapter 11 cases of General Maritime Corporation and its subsidiaries. Other representative clients include Plant Insulation Company, AFA Foods and PT Arpeni Pratama Ocean Line. Distressed M&A specialist Corinne Ball is a ‘phenomenon in the courtroom’ and Richard Wynne and David Heiman are also recommended.

Noted for its ‘ability to get results’, Kramer Levin Naftalis & Frankel LLP is widely acknowledged as ‘a market leader, particularly in creditor-side representations and complex bankruptcies’. The firm has a preeminent reputation for its bankruptcy litigation skills but clients also praise the team’s ‘diverse strength that spans all issues and industries’. Its position as a bankruptcy law specialist was evidenced in 2012 through securing major roles in some of the biggest bankruptcies of the year, including advising the creditor’s committee in the ResCap case, the largest bankruptcy of 2012. Co-chaired by Kenneth Eckstein, ‘who has a deep and seasoned track record in creditor representations’, and Thomas Moers Mayer, who is ‘not only an outstanding legal mind but appreciative of the realities of the commercial world’, the 13-partner team provides ‘timely and sophisticated legal counsel and practical business advice’ and lawyers are of ‘the highest quality, both in litigating complex issues and in counselling clients’. In addition to the ResCap case, the firm also won an instruction to advise the official committee of unsecured creditors in the Chapter 11 of Patriot Coal Corporation, the fifth largest bankruptcy of 2012 in terms of pre-petition assets. It is also advising JPMorgan Chase Bank as administrative agent for more than $75m of secured bank debt and as collateral agent for more than $225m in secured bank and bond debt in Dewey & LeBoeuf LLP’s Chapter 11 - the largest law firm bankruptcy case ever filed. Amy Caton is praised as a ‘smart no-nonsense lawyer’ and represented the largest bondholders in the American Airlines bankruptcy. Thomas Janover is ‘highly responsive and commercial’ and is recommended for distressed investment matters.

Latham & Watkins LLP impresses for its ‘very deep bench of lawyers who are at the top of their field in the bankruptcy and restructuring area’ and for ‘building great rapport with its clients’. Following the arrival of Jan Baker, singled out as ‘the consummate professional: clever, client-focused and collaborative’, from debtor shop Skadden, Arps, Slate, Meagher & Flom LLP in 2010, the firm has made serious strides in the debtor-side space. It now has an excellent track record of representing both debtors and creditors across the United States. Led from New York by global co-chairs Baker and Mitchell Seider, the team is ‘knowledgeable, client-oriented and efficient’ and benefits from a significant number of bankruptcy specialists in Los Angeles - where ‘exceptional bankruptcy lawyer’ Peter Gilhuly heads the West Coast practice - and Chicago. In a highlight debtor-side representation, the firm advised US Airways, the fifth largest airline in the US, on the Chapter 11 case of its parent company AMR Corp. It also represented New United Motors Manufacturing, a multibillion-dollar joint venture between Toyota and old General Motors, on its wind-down and insolvency issues; the case was notable for being the first successful out-of-court wind-down of a company of this size ($5bn in annual revenue). In a headline non-debtor instruction, the firm represented Jefferies & Co as the underwriter that funded the exit of Satelites Mexicanos from a pre-packaged bankruptcy, which allowed Mexico’s satellite operator to reorganize under Chapter 11. Other recent clients include A123 Systems, Wastequip Restructuring and Ship Finance Management.

Considered by many as ‘the gold standard for creditors’ counsel’, Milbank, Tweed, Hadley & McCloy LLP is a ‘top choice for bondholders and creditors’ committees’. The firm is considered ‘peerless in the market in terms of easing a case through - both clients and lawyers love it’ and it is also commended for its ‘outstanding subject matter expertise’. Certainly, it has played a leading role in some of the market’s most high-profile restructurings, most notably it advised the official committee of unsecured creditors of Lehman Brothers in its Chapter 11 cases, which listed assets and liabilities of over $600m. New York-based Dennis Dunne led advice on the Lehman case and is highlighted as a ‘great guy and a tremendous lawyer’ and as ‘really respected throughout the industry’. Dunne co-chairs the 12-partner restructuring group alongside Los Angeles-based Paul Aronzon, who is singled out for his ‘gritty approach to negotiations’ and ‘excellent business and strategic advice’. Aronzon and corporate partner Adam Moses advised Chukchansi Economic Development Authority in the out of court restructuring of $310m of maturing unsecured bonds and other liabilities. In a high-profile lateral hire, in 2012 the group welcomed the arrival of ‘stand out specialist’ Gerard Uzzi from White & Case LLP; he is representing the ad hoc group of junior secured noteholders of ResCap on $2.3bn worth of debt. The firm is also advising the official committee of unsecured creditors in the Chapter 11 cases of Eastman Kodak Company and Arcapita Bank. On the debtor side, the firm successfully represented Station Casinos in its Chapter 11 - the largest gaming company to file for Chapter 11.

The restructuring and finance group at Wachtell, Lipton, Rosen & Katz may be modest in size, but the consensus is that what the practice lacks in terms of partner numbers it makes up for in firepower. Certainly, its leading reputation ensures that it is often involved in the market’s big-ticket bankruptcies because, ‘few firms have access to a corporate client base that is the caliber of this firm’. The firm’s resolute focus in representing creditors has earned it a status as one of the major powerhouses in this area and it has a prominent practice that specializes in acting for banks, funds, and other creditors, as well as acquirers of distressed assets. The firm’s restructuring pedigree is evident through the government’s decision to trust it with the plum role of advising the United States Treasury in the rescues of Fannie Mae and Freddie Mac, including in its multibillion-dollar investment in the senior preferred stock of the government-sponsored enterprises following the commencement of their conservatorships. The firm also represented senior secured lender JPMorgan Chase in the Chapter 11 proceedings of MF Global. On the contentious side, the firm is advising JPMorgan Chase in high-value litigations in the Lehman Brothers and Madoff bankruptcy cases. The six-partner team contains ‘one of the market’s foremost big hitters for creditor work’ in restructuring chair Harold Novikoff, who is ‘without doubt, one of the most experienced and knowledgeable figures in restructuring law’. Other leading names include Richard Mason and the ‘technically excellent and highly commercialScott Charles.

Led out of New York, Bingham McCutchen LLP’s restructuring practice also benefits from sizeable platforms in Hartford, where it recently welcomed the arrival of Jeffrey MacDonald from the now defunct Dewey & LeBoeuf LLP, and Boston. The firm receives a broad spread of instructions from noteholders, lenders, debt investors, creditors’ committees and other financial institutions and is valued for its ‘excellent global presence and cross-border capability’. Lawyers are recommended for their ‘high levels of knowledge, attention to detail, insight, instincts and responsiveness’ and for their ability to ‘always deliver top-line results’. In particular, co-group head Michael Reilly ‘listens to his clients and is a very skilled negotiator’ and recently acted for the bond insurance providers in the out-of-court restructuring of $2bn of debt accumulated by the largest Native American gaming casino in the US, notably involving complex issues of sovereign immunity and implementation without bankruptcy. Jeffrey Sabin co-leads the practice and acted alongside Julia Frost-Davies and Sabin Willett to advise Anadarko Petroleum Corporation and Kerr-McGee in defending a $25bn fraudulent transfer action brought by chemicals company Tronox, which was spun off from Kerr-McGee prior to its acquisition by Anadarko. The firm also acts on debtor-side mandates and Ronald Silverman advised Evergreen Solar in its Chapter 11 case. Other representative clients include the ad hoc committee of bondholders in the $300m restructuring of Molecular Insight Pharmaceuticals and a group of former shareholders of the Tribune Company.

The ‘knowledgeable and commercial’ team at Cadwalader, Wickersham & Taft LLP is distinguished by its ‘extreme responsiveness’ and by being ‘very conscious about how it staffs projects’. The nine-partner team has a strong creditor-side focus and is split between the firm’s New York, Washington DC and Charlotte offices. ‘Hands-on partner’ Douglas Mintz to represent Barclays as agent to the senior lenders in the pre-packaged bankruptcy of CHL, which involves debt of $400m. George Davis, led the advice to US Bank National Association as trustee for certain notes and pass through certificates in the Chapter 11 cases of Dynegy Holdings, Dynegy Roseton and Dynegy Danskammer. In another of its headline cases, the firm won an instruction from MBIA Insurance in relation to the ResCap Chapter 11, where it is asserting claims of over $2bn and was recently appointed to serve on the official committee of unsecured creditors. The firm also has strong debtor-side experience and it acted for Vertis Holdings, which was once the largest US producer of advertising inserts in newspapers, in its global restructuring efforts including its commencement of Chapter 11 proceedings following its levels of secured indebtedness rising to over $400m. Washington DC-based Mark Ellenberg is singled out for praise on the back of his ‘excellent knowledge of derivatives and their treatment in bankruptcy’ (since publication, Douglas Mintz has joined Orrick and George Davis has joined O'Melveny & Myers LLP).

Cleary Gottlieb Steen & Hamilton LLP stands out for the sheer scope of its restructuring practice and clients commend its ‘broad capabilities in restructuring but also in M&A and intellectual property’ as well as its ‘extensive international expertise in both restructuring and other disciplines, which differentiates it from US-focused firms’. The group fields a ‘very deep bench that covers the full spectrum of matters in the bankruptcy space’ and attracts strong praise for its niche strength in complex banking issues, with lawyers highlighted as ‘extremely knowledgeable, especially with regard to esoteric bankruptcy issues that involve derivatives and regulatory matters’. Led out of New York by James Bromley - singled out for his ‘comprehensive advice, creativity, global leadership management and consensus-building abilities’ - the team has a sizeable Washington DC offering as well as significant international platforms in Europe, the Middle East and Latin America. The firm is utilizing its global presence to represent longstanding client Nortel Networks on its Chapter 11 proceedings, including advising it in various contested and mediated matters related to the cross-border allocation of nearly $7.5bn of proceeds from its asset sales. The firm also recently won an instruction from Overseas Shipholding Group in its Chapter 11 filing. On the creditor side, the firm acted for several financial institutions in the bankruptcy litigation arising from the Madoff fraud, and represented Goldman Sachs, and other derivative creditors, in the Lehman Brothers bankruptcy. Lisa Schweitzer has a ‘strong presence and is very capable at managing assignments to a conclusion’. Richard Cooper is praised for his ‘ability to make decisions and understand the key issues’. Lindsee Granfield is a ‘fountain of bankruptcy knowledge’, and Thomas Moloney is a ‘stellar bankruptcy litigator’.

Standing shoulder to shoulder with some of the best firms in the bankruptcy area, Dechert LLP’s strong creditor focus pays dividends with a steady volume of instructions from bondholder groups, first and second lien lenders, hedge funds and other creditors. However, debtor-side mandates are not uncommon and it recently acted as Chapter 11 counsel to consumer services marketing company Velo Holdings as well as representing a life sciences company on the restructuring of $175m in total funded debt. The team is ‘very timely in its responses’ and ‘able to bring in outside subject matter experts when required’ - clients particularly highlight its ability to provide ‘significant senior partner level interaction’. Michael Sage is ‘an instantly recognisable name in this field’ and acted for the Government of Singapore Investment Corporation in its $1.5bn bid to purchase the assets of MSR Resorts in its Chapter 11, as well as advising it as creditor with a mezzanine debt claim of $360m in the same case. Sage co-chairs the group alongside the ‘commercial and strategic’ Allan Brilliant, who is representing the ad hoc group of Vitro noteholders on the contentious cross-border restructuring of $1.6bn in defaulted senior notes issued by the Mexican glass manufacturer. The firm also advised the ad hoc committee of holders of the senior secured notes issued by Broadview Networks Holdings on Broadview’s pre-packaged reorganization plan.

The ‘single-minded and remarkably responsive’ team at Fried, Frank, Harris, Shriver & Jacobson LLP is ‘aggressive when it needs to be, with a strong litigation practice but also pragmatic in its approach to issues that can be dealt with through negotiation’. Although it is better known for its reputation advising creditors, the New York team is ‘as capable as any considered to be at the top of the market’ and impresses for being ‘equally comfortable on both sides of the table’. Brad Eric Scheler heads the group and is recommended for his ‘great business mind and ability to cut to the heart of complex issues’. Scheler recently played a major role in the firm’s advice to American Securities Opportunities II Fund, the largest secured lender of Synagro Technologies, on the restructuring of Synagro’s outstanding indebtedness, involving around $416.5m of debt. Among its debtor-side highlights, ‘good communicatorGary Kaplan represented Greece-based global shipping company NewLead Holdings in its efforts to restructure $665m of debt. The ‘attentiveJennifer Rodburg attracts praise for her ‘sharp mind and good negotiation skills’ and acted alongside Shannon Lowry Nagle to advise a group of holders of $500m of mezzanine debt of entities related to the American Dream Meadowlands Project. Other representative clients include Mount Kellet Capital Management LP, certain secured bondholders of Penson Worldwide and Promontory Financial Group.

Simpson Thacher & Bartlett LLP is ‘near the top of the line when it comes to dishing out financial services-related instructions’. That said, the firm’s status as a capital markets and funds heavyweight does not restrict it to advising on cases only in these areas; it has a broad restructuring practice that specializes in advising creditors, usually senior lenders, across a wide variety of sectors including technology, manufacturing and construction - the team even has experience in advising on specialist asbestos-related cases. Clients highlight its ‘superb litigators’ and its ‘ability to work on the most complicated and challenging cases’, and single out group head Peter Pantaleo as a ‘sensible, commercially aware lawyer that is always in demand’. Pantaleo leads a nine-partner team that also includes Steve Fuhrman, who is ‘respected in the restructuring world and can get things done that other lawyers can’t’, and recommended bankruptcy litigators William Russell and Thomas Rice. JPMorgan is a trophy client and the firm advised it as holder of over $1bn of special revenue warrants issued by Jefferson County in its Chapter 9 case. The firm also continues to represent The Travelers Indemnity Company in the long-running Chapter 11 bankruptcy case of a mechanical contracting company that ceased operations in the 1970s and was subsequently named a defendant in 20,000 asbestos-related personal injury actions - the company alleges that it is entitled to coverage for some claims under policies issued by Travelers.

Driven out of New York and Miami, White & Case LLP’s restructuring team fields a ‘very deep bench’ that also includes partners in the firm’s Los Angeles and Washington DC offices and impresses clients with its ‘global breadth of talent’. Known for representing both creditors and debtors, the firm scored a major coup in 2011 by winning a central role in the Dynegy Holdings Chapter 11 cases, where it utilized its outstanding reputation for energy matters to successfully represent parent company Dynegy Inc in its restructuring of approximately $4bn of debt. Group head Thomas Lauria is recommended for ‘managing the public and private aspects of a deal and helping his investor clients to navigate the restructuring process’ and for being ‘outstanding at seeing the general, strategic picture’. Lauria led the firm’s representation of Dynegy Inc and also acted with John Cunningham, considered ‘the tactician in the practice, with an eye towards creative, value-additive solutions’, to advise Major League Baseball in the Chapter 11 cases commenced by the Los Angeles Dodgers. Notably, the firm successfully assisted in the opposition of the Dodgers’ initial DIP proposal and helped clear the way for a mediated settlement. Indeed, the firm’s litigation skills receive high praise generally and lawyers are credited for ‘zealously representing their clients in an adversarial negotiation’, with Christopher Shore highlighted for being ‘remarkably good at executing strategy in the courtroom’. Michael Shepherd is also singled out as ‘decisive and extremely organized’.

In 2012, Willkie Farr & Gallagher LLP demonstrated its position as ‘one of the top firms for restructuring work’ through its involvement for both debtor and creditors in some of the market’s most complex bankruptcies. Most significantly, the firm represented Broadview Networks in its successful pre-packaged restructuring, winning approval for the plan in just 42 days, despite objections from High River Limited Partnership. Concentrated in New York, the 17-partner team is co-chaired by ‘formidably talented’ debtor-side specialist Marc Abrams and Matthew Feldman, who regularly advises both debtors and creditors. The group also includes ‘excellent attorney’ Rachel Strickland, who has a ‘powerful presence in court’, and Margot Schonholtz who is known for her strong practice in representing creditors. The firm’s ‘strong bench strength’ and ‘excellent ability to pull together supplementary support’ came to the fore in its advice to RG Steel, where it represented the steelmaking company in the orchestration of multiple auctions over a two-week period and successfully overcame determined opposition to obtain court approval of a management incentive plan tied to the company’s sale efforts. On the lender side, the firm is advising Bank of America, as joint lead arranger, in Patriot Coal’s $802m DIP financing facility. Other recent headline mandates include advising K-V Pharmaceutical Company in its Chapter 11 bankruptcy cases and acting for Crystallex International Corporation in its Chapter 15 case.

Cravath, Swaine & Moore LLP’s restructuring group is considered ‘impeccable in all respects’ and lawyers are praised as ‘extremely approachable’, ‘pragmatic and result-focused’ and ‘easy to get hold of and communicate with’. The team’s modest size is capably bulked up when necessary through the assistance of other practices within the firm and remains a favourite with clients due to its ‘seamless advice on inter-departmental transactions’. Group head Richard Levin is highly recommended for having ‘knowledge that is second to none’ and for his excellent contacts and reputation in the market: ‘other New York lawyers appear to hold him in the highest esteem.’ The firm does have an active debtor-side practice but it more regularly acts for creditors in bankruptcy matters. In a recent example, it won a role advising Credit Suisse as administrative agent and collateral agent in a $360m prepetition credit agreement relating to the $617.6m senior DIP credit agreement for ATP Oil and Gas Corporation, which filed for Chapter 11 in August 2012. The firm also advised Financial Guaranty Insurance Company as co-plan proponent in the Chapter 11 case of FGIC Corporation, its corporate parent, which was confirmed in May 2012. The practice is also handling work on behalf of the Trustees of the DII Industries Asbestos Personal Injury Trust, the Securities Industry and Financial Markets Association and Goldman Sachs.

Debevoise & Plimpton LLP attracts rare praise from clients who single out the firm as being ‘appropriately humble’, and ‘I feel that it believes that it needs to work hard to provide value, earn trust and best support its clients’. Lawyers ‘exceed expectations’ in areas such as ‘breadth of expertise and quickly gained in-depth business understanding’. In particular, clients praise Richard Hahn for his ‘outstanding grasp of the issues, judgment, diplomacy and communication skills’, and Steven Gross has a ‘razor-sharp mind’ - together Hahn and Gross co-chair the team from New York. Recent work demonstrates the firm’s strong experience in Chapter 11 cases, out-of-court restructurings, distressed asset transactions and cross-border bankruptcies and clients include debtors, creditors, acquirers and other parties involved in complex insolvency matters. Aviation is a firm sweet spot and it represented American Airlines as special aircraft financing counsel in its Chapter 11 case, which involved the restructuring of complex financing and purchase arrangements relating to over 1,000 aircraft. On the cross-border side, the firm’s strong international presence was evidenced by its work for Culligan, where the New York office acted in conjunction with London and Paris to advise the international water treatment company and its affiliates in the restructuring of more than $700m in funded debt. Natasha Labovitz and Michael Wiles also attract praise from clients.

Morgan Lewis’ finance and restructuring practice is led out of New York by James Garrity and also includes a significant partner presence in Boston as well as active platforms in Philadelphia and San Francisco. The firm receives a steady flow of instructions from financial institutions, and other secured and unsecured creditors, but it also has solid experience in advising debtors. Most notably, in 2012 it advised Journal Register Company and 29 of its affiliates in their Chapter 11 bankruptcy cases, which involved assets of over $125m and liabilities exceeding $200m. The firm also has strong retail experience and advised department-store chain Mervyn’s and clothing chain Anchor Blue in their respective Chapter 11 cases. Among the firm’s recent headline bank mandates, Andrew Gottfried is representing JPMorgan Chase Bank as agent for a syndicate of lenders in General Motors’ Chapter 11 cases, which relates to a $1.5bn secured loan. In another high-profile creditor instruction, Garrity advised Deutsche Bank as trustee in relation to over $500m of mortgage-backed securities in the ResCap Chapter 11 cases. Distressed M&A is also an active area and the firm regularly represents global private equity player Sun Capital Partners in purchases of assets in Chapter 11 cases, including in the cases of Eastern US restaurant chain operator, Friendly Ice Cream Corporation and Pemco World Air Services.

It is not just clients that say ‘up-and-comerMorrison & Foerster LLPshows a lot of promise as potentially joining the upper echelon of debtor-side law firms’; peers also admit ‘it has become a major player in this market’ and that its ‘leading partners have done an excellent job of positioning the firm as a leading alternative to the traditional players’. There is no doubt that its appointment as debtor’s counsel in the ResCap case was a major game-changer for how the firm is seen by the rest of the market, and it is advising the residential real estate finance giant (which has approximately $15bn in assets and $15bn in liabilities) in what was the largest Chapter 11 filed in the US in 2012. Lawyers are ‘extremely commercially driven and focused on the right issues’ and ‘have developed top level expertise in insurance, insolvency, real estate and mortgage litigation, among other areas of bankruptcy’. The group’s success was capped in 2012 through the appointment of Larren Nashelsky as chair and chief executive of the firm. Nashelsky is highlighted for his ‘ability to negotiate in good faith and move processes along as opposed to grandstanding’. The other prominent partners in the practice are: ‘strategic’ chair Gary Lee; Brett Miller, who provides ‘excellent advice and perspective’; and Todd Goren, who ‘conveys difficult concepts clearly and concisely’. Sources also commend the team’s ‘unsurpassed interface with creditors, both individually and through ad hoc and official committee work’ and it represented former Federal Judge Louis J Freeh as Chapter 11 trustee for MF Global Holdings - which was the largest bankruptcy filing of 2011.

Widely acclaimed as a ‘litigation powerhouse’, it is no surprise that Quinn Emanuel Urquhart & Sullivan, LLP excels in complex contentious bankruptcies and workouts. Under the leadership of New-York based Susheel Kirpalani, the team is highlighted as ‘very strong in identifying and planning for serious litigation relating to large amounts’ and benefits from a strong West Coast capability that calls on partners in San Francisco and Los Angeles. Lawyers are applauded for being ‘very much in control of their egos and emotions’, with Benjamin Finestone recommended as an ‘excellent strategic mind and a great writer of briefs and responses’. The firm’s unblinking focus on creditor work ensures that it secures a stream of high-profile instructions from investors in distressed companies and litigation vehicles. The firm continues to showcase its creditor-side skills in its advice to the official committee of unsecured creditors in the NewPage bankruptcy, where it is pursuing litigation arising from the papermaker’s failed leveraged acquisition of Stora’s North American division in 2007. However, the firm’s most high-profile role came via the Office of the United States Trustee, which selected Kirpalani to serve as an examiner in the Dynegy Holdings Chapter 11 cases to investigate whether any fraudulent prepetition transactions occurred, and to mediate contentious disputes in those cases. Structured finance and derivatives specialist Andrew Rossman is ‘excellent’ and Eric Winston is a ‘fabulously persuasive litigator’.

Sidley Austin LLP is commended for ‘having a combinational of traits that render the firm unparalleled’ and those traits include ‘raw intelligence combined with a pragmatic approach to problem-solving and a ceaseless work ethic’. Clients also highlight its ‘depth of collective experience’ and certainly the Chicago-headquartered practice is a ‘very talented, business savvy and attentive team’ that is supported by platforms in Los Angeles, New York and Washington DC. Joint group heads James Conlan and Larry Nyhan have ‘expansive experience and bankruptcy knowledge combined with the willingness to roll up their sleeves and achieve practical solutions’ and oversee a group of lawyers that ‘give great advice and proactively anticipate areas of need’ . The firm has secured an impressive number of major debtor-side instructions over the past two years and it represented the debtors in the Chapter 11 cases of Dynegy Holdings, Tribune Company and The Flintkote Company. In a recent high-profile creditor mandate, the firm is advising Credit Suisse as administrative and collateral agent for a $1.7bn prepetition secured facility and a $400m DIP loan to Hawker Beechcraft, in the Chapter 11 cases of the American aerospace manufacturing company. Bojan Guzina is a ‘rising star that is wise beyond his years’ and Matthew Clemente is also recommended.

Sullivan & Cromwell LLP provides ‘extraordinary results’ under the leadership of ‘highly creative’ restructuring group head Andrew Dietderich, and clients also ‘enthusiastically recommendJohn Jerome for his ‘excellent service’. The firm scored a coup in 2012 by winning an instruction from Eastman Kodak to represent the multinational photographic equipment company in the reorganization of fifteen different business lines in over 36 countries. The firm’s focus on building its debtor-side practice is obvious and it has also recently advised PMI Group, a holding company whose primary subsidiary is PMI Mortgage Insurance, in its Chapter 11 cases as well as advising The Weinstein Company in its out-of-court reorganization and consensual recapitalization - where it assisted to reduce the independent film studio’s consolidated indebtedness from $650m to around $140m. The firm also has an active distressed M&A practice and recent highlights on that front include advising JPMorgan Chase Bank in its acquisition of assets of Washington Mutual from the FDIC out of bankruptcy and also advising AT&T in its acquisition of NextWave Wireless. Other recent clients include Canary Wharf Group, the former owner of the Los Angeles Dodgers, Frank McCourt, and Versa Capital Management.

Singled out for its ‘vast experience’ and ‘deep bench of responsive attorneys’, Bracewell & Giuliani LLP is ‘excellent value compared to some of the bigger restructuring groups’. Evan Flaschen is an ‘undoubted star in the area’ and heads a team that ‘serves clients well due to its practical experience in a number of major restructurings including corporate restructurings, bank receiverships and international insolvency proceedings’. Although led out of Connecticut, the team also counts specialist partners in New York, Houston and Dallas and significantly its strong Texas presence ensures that it retains an excellent practice in energy-related restructurings. It is representing Athens-based Omega Navigation, a company that transports refined petroleum products, in Chapter 11 proceedings worth around $500m. The firm also has a robust creditor practice as shown by its advice to the senior lenders to Centro Properties Group in the high-profile restructuring of the Australian shopping mall, which involved the sale of Centro’s US operations for more than $9bn. Renée Dailey is ‘especially adept at pursuing matters that require persistence and focus’, and Kurt Mayr is the ‘kind of user-friendly partner that you return to again and again’.

Brown Rudnick LLP’s clients are drawn to the firm for its ‘focus on economic outcomes, not pure legal theory’ and for being ‘very good at creating leverage for out-of-the-money creditors’. Divided between the firm’s New York and Boston offices, the 24-partner team ‘also works seamlessly with other practice areas as needed’. William Baldiga heads a ‘resourceful and responsive group’ that includes Robert Stark (‘tenacious and creative’), Jeff Schwartz (‘very commercial and super easy to work with’), Bennett Silverberg (‘excellent at fostering good rapport with the adversary’) and Mary Bucci (‘simply unmatched in terms of responsiveness and client service’). Known for its experience in representing creditor interests, the team is particularly valued for being ‘skilled at managing the different personalities and agendas in occasionally contentious creditors’ committees’. Among its recent committee cases, the firm represented the official committee of unsecured creditors of A123 systems in the Chapter 11 of the electronics manufacturer, and it was also selected to represent the official committee of unsecured creditors in the liquidating Chapter 11 case of Dewey & LeBoeuf LLP. Other representative clients include the Central Bank of Bahrain, Wilmington Trust Company and the ad hoc committee of asbestos claimants of Quigley Company.

Following an aggressive lateral hiring spree over the past three years, DLA Piper’s practice has ‘significantly raised its market profile and increased its bench of experienced lawyers’. The 21-partner team is co-chaired from New York and Chicago respectively by Gregg Galardi, who joined from Skadden, Arps, Slate, Meagher & Flom LLP in 2011, and Richard Chesley, who joined from Paul Hastings LLP in 2011, and also includes partners in Baltimore, Dallas, Miami, San Francisco and Wilmington. In a strong example of its new status in the restructuring field, the firm won an instruction from Reddy Ice Corporation, the largest packaged ice manufacturer in the US, in relation to its prearranged Chapter 11. The case saw Reddy shed $400m in debt and transfer majority equity ownership to Centerbridge, and other secured lenders, and was completed in 36 days. In another headline debtor mandate, the firm represented Trident Microsystems and its Cayman affiliate in their complex Chapter 11 bankruptcy cases filed in 2012, which involved the sale of all four of their business divisions as well as the commencing of the wind-down of fourteen non-subsidiaries located in ten different jurisdictions.

Largely split between New York and Orange County, Gibson, Dunn & Crutcher LLP’s enviable national footprint ensures that its restructuring team has a strong presence across the country. Together, David Feldman, Craig Millet and Michael Rosenthal co-chair a practice that acts on a healthy balance of creditor and debtor-side representations. Among the firm’s recent highlights, it advised Bahrain-based Arcapita Bank, and certain of its affiliates, in their Chapter 11 cases, which involved debt in excess of $2.5bn including a $1.1bn shariah-compliant murabaha facility - significantly, Arcapita is the first ever shariah-compliant financial institution to file a Chapter 11 case. The firm also won an instruction from TBS Shipping Services to advise it on its pre-packaged Chapter 11, which was filed in early 2012 and confirmed within in two months. On the creditor side, the firm is acting as US counsel to PricewaterhouseCoopers (Zurich) as Swiss bankruptcy liquidator of Lehman Brothers Finance, the multibillion-dollar Swiss affiliate of Lehman. It is also advising Claren Road Asset Management as a substantial holder of subordinated debt of Dynegy.

The ‘highly responsive, highly capable and talented’ team at Greenberg Traurig LLP attracts praise for being ‘attentive to cost needs while still providing an excellent work product’. The 36-partner group encompasses professionals from across the country and is co-chaired by Mark Bloom, Keith Shapiro and Bruce Zirinsky in Miami, Chicago and New York respectively. Nancy Mitchell is singled out as a ‘brilliant legal and finance professional that rises to every challenge with ease and authority’ and Maria DiConza is a ‘highly accessible and compassionate counsel’. The firm’s deal sheet demonstrates its experience in acting for debtors, creditors and acquirers and clients testify that it has a broad capability that awards it the ability to ‘implement a holistic approach to evaluate the appropriate path to success’. On the creditor side, the firm is representing a group of bondholders that hold a substantial amount of the bonds issued by GM Nova Scotia, which was a wholly-owned Canadian subsidiary of General Motors, in litigation involving claims of approximately $1.2bn. Among its debtor-side work, it advised Indianapolis Downs and Indiana Downs Capital Corp in their pending Chapter 11 cases, which involve indebtedness of $600m.

Jenner & Block LLP’s 24-partner team is driven out of the firm’s Chicago headquarters but also benefits from a considerable New York presence. The ‘tenacious and hardworking’ Daniel Murray chairs a bankruptcy and workout team that leverages off its strong reputation for litigation to shine in complex, and often contentious, restructurings. Although the firm does have debtor-side experience, it specializes in advising lenders and creditors. Recently, Vincent Lazar and Catherine Steege led advice to Frederick J Grede, the liquidation trustee of Sentinel Management Group, on all matters relating to the ongoing $1bn-plus investment advisor fraud case. Patrick Trostle has a busy practice and represented Fir Tree Capital Opportunity Master Fund and Fir Tree Value Master Fund in litigation against Anglo Irish Bank arising from defaults under a $200m note purchase agreement; the complex case involves issues relating to the bank’s claim for immunity under the Foreign Sovereign Immunities Act. Michael Terrien is also highly active and led advice to Ronald Peterson, the bankruptcy trustee for the Lancelot family of failed hedge funds, relating to over $1.7bn worth of claims - notably the Lancelot funds are collectively the largest creditor in the Petters Ponzi scheme bankruptcy, which was the largest Ponzi scheme exposed in US history before Madoff.

Kasowitz, Benson, Torres & Friedman LLP may retain its strong focus on creditors’ rights but its recent work for Borders in the Chapter 11 liquidation of the major bookstore chain demonstrates that it can also ably turn its hand to debtor-side mandates. Nevertheless, clients and peers highlight the firm as a ‘strong choice for complex, contentious bankruptcies’ and its recent deal list demonstrates that high-profile creditor representations are definitely its forte. The firm is representing Federal Housing Finance Agency (FHFA) as conservator for the Federal Home Loan Mortgage Corporate in the ResCap bankruptcy cases; which involved an adversary proceeding commenced by the debtors against numerous parties, including the FHFA. In another headline case, the firm is representing the official committee of former partners in the bankruptcy of Dewey & LeBoeuf LLP. David Friedman and David Rosner co-chair an ‘effective and can-do’ group that has recently grown to 15 partners, following the promotion of Daniel Fliman in August 2012.

Although Mayer Brown has historically been focused on creditors’ rights, it recently secured a debtor-side instruction that saw it play a key role in the sixth largest bankruptcy in the US in 2012; the firm advised Houston-based ATP Oil & Gas Corporation, which is over $3bn in debt, in its Chapter 11 case. Led out of New York by ‘star bankruptcy lawyerHoward Beltzer, who is also singled out as a ‘wonderful guy with a great sense of humor’, the ‘incredibly deep and highly commercial’ team includes Brian Trust (‘knows the issues important to banks’, ‘excellent judgment’) and Chicago-based Thomas Kiriakos (‘knowledgeable, astute, practical and responsive’). The firm continues to win a good share of top-shelf creditor mandates and it is representing BNP Paribas Fortis in the out-of-court restructuring of a series of project finance loans for four cancer-treatment centers across the US, worth $500m. It also continues to act for more than 50 financial institutions, including several of the world’s largest banks, as creditors in the Lehman Brothers bankruptcy. Also worthy of note, is the firm’s strong track record in contested bankruptcy cases and related litigation.

Attorneys at Paul Hastings LLPconsistently provide sound advice’ and ‘never waiver - they always first and foremost look to protect the position of the client they are representing’, The team also attracts praise for its ‘industry knowledge and ability to strategize and engage with other parties to achieve the desired result’ and for its ‘solid bench-strength’ - significantly, the group calls on experienced restructuring partners in Atlanta, Chicago, Houston, New York and Los Angeles. In New York, global group head Luc Despins is recognized for his strong reputation in advising creditor committees and represented the unsecured creditors committee in the Chapter 11 of NewPage, which involved $4.5bn indebtedness. Atlanta-based Jesse Austin is noted for his ‘considerable experience in bankruptcy law, and DIP lending in particular, which makes him a go-to lawyer in troubled loan situations’; he recently led advice to Wells Fargo Capital Finance on the prepetition and DIP loan provided to Perkins & Marie Callender’s and on the DIP credit facility for the Friendly’s restaurant chain. Leslie Plaskon is a ‘visionary in strategy and forward-planning’ and acted alongside Austin to advise General Electric as agent on the senior secured asset-based financing facility in the Hostess Brands bankruptcy.

The ‘strongly responsive, knowledgeable and experienced’ group at Shearman & Sterling LLP is a top choice with clients for its ability to work ‘extremely well as part of a global team’. Despite its small size - the New York-based team fields three partners nationally - it has an active practice that shines on the creditor side. Fredric Sosnick heads the group and led the restructuring aspects of the firm’s advice to Citigroup Global Markets, as lead arranger and bookrunner, in a $500m DIP and exit financing for Houghton Mifflin Harcourt Publishers. Douglas Bartner and counsel Jill Frizzley are ‘both very responsive’ and provide ‘clear and concise advice’, together they represented Media General in financing agreements with Berkshire Hathaway including a $400m term loan agreement and a $45m revolving credit agreement as well as advising on Berkshire Hathaway’s $142m acquisition of nearly all of Media General’s newspapers. Andrew Tenzer is also recommended and advised Deutsche Bank Securities and Morgan Stanley on a $1.5bn financing for American Airlines, which will be used to repay three secured debt capital markets transactions that American entered into prior to its chapter 11 filing.

Texas-headquartered Vinson & Elkins L.L.P. leverages off its signature strength in energy matters to occupy a strong niche in advising creditors in oil and gas-related bankruptcies. However, the firm’s experience is diverse, and it is also acting on cases involving insolvent entities in the financial services, media and communications and retail sectors. Under group head William Wallander, the team counts two full-time partners in New York, seven in Dallas and three in Houston and its national penetration is demonstrated by the fact that it has recently been involved in cases in California, Delaware, Kentucky, Louisiana, New York, South Carolina, Texas, and the Virgin Islands. Wallander worked with Dov Kleiner to represent the Brazilian operator of the Peregrine I drilling vessel, Etesco Drilling Company, in its $290m Chapter 11 cases. From Houston, Harry Perrin and Duston McFaul acted as oil and gas counsel to the ad hoc committee of second lien bondholders, which have total claims of over $1.5bn, in the Chapter 11 cases of ATP Oil & Gas. Other recent matters included representing Deutsche Bundesbank in a $3.5bn claim arising from the Lehman Brothers’ bankruptcy, and advising GE Business Financial Services as agent for the senior secured lenders in the Chapter 11 of the Levelland-Hockley County ethanol refinery.

Allen & Overy LLP’s ‘name is synonymous with quality across the globe and the world’s biggest banks trust it’; this gold-standard reputation makes it a good choice for cross-border restructurings and it is particularly distinguished by its niche in advising on cases involving UK schemes of arrangement. The team’s other main strengths are considered to be ‘timeliness, thoughtfulness and thoroughness’, with group head Ken Coleman singled out as ‘excellent’. Clients are largely comprised of financial institutions, investors and accountants and it has won a substantial share of shipping instructions over the past year. Most notably, the firm advised the agent for the senior secured lenders in the restructuring of Eagle Bulk Shipping’s $1.15bn revolving loan facility. It is also advising The Sanko Steamship Company in its US and Japanese reorganization, which involved successfully obtaining relief broadening the scope of the automatic stay and obtaining provisional relief available to a foreign debtor under Chapter 15. Daniel Guyder and Elizabeth Leckie are also names to note.

The team at Clifford Chance is widely applauded as a ‘top choice for complex and cross-border restructurings’, not least because it can ‘marshal appropriate resources across the globe very quickly’. Lawyers ‘have a knack for untangling complicated legal and business matters and providing clear and concise explanations’ and are supported by ‘the firm’s broad practice that allows them to bring all relevant skills to the table, including litigation, derivatives and tax, whether in the US, Europe or elsewhere’. Led jointly out of New York by Andrew Brozman, who provides ‘thoughtful advice and fresh solutions to legal questions’, and Evan Cohen, the team also includes ‘star in the group’ Jennifer DeMarco who receives rave reviews for being ‘very commercial, practical and responsive’. The firm has a strong track record in distressed M&A and acted as bankruptcy counsel to Ocwen Financial Corporation on the successful bid by its subsidiary, Ocwen Loan Servicing, for the mortgage servicing assets of ResCap. On the creditor’s side, it represented AerCap, and other creditors, in relation to the American Airlines chapter 11 filing. Other representative clients include Barclays Capital, Crédit Agricole and Commerzbank.

Hughes Hubbard & Reed LLP concentrates on creditor-side representations under the leadership of group chair James Giddens, who maintains a leading track record in advising on brokerage firm liquidations. In a prime illustration of his experience in this area, he is acting as trustee for the liquidation of Lehman Brothers in the second largest of the 76 Lehman proceedings administrated across 16 countries, notably handling the distribution of more than $92bn in property and the processing of around $150bn in claims. Giddens is also acting as trustee for the $40bn liquidation of MF Global, which was the largest commodities broker liquidation ever. Christopher Kiplok is also recommended and represents Eagle Picher Industries, Inc. Personal Injury Settlement Trust in its efforts to resolve hundreds of thousands of asbestos personal injury claims - so far the Trust has administered over a billion dollars. Despite its creditor expertise, debtor-side work is not uncommon and the firm acted for Delta Petroleum, a Denver-based oil and natural gas explorer and developer, in its Chapter 11 reorganization.

Orrick, Herrington & Sutcliffe LLP has leveraged off its strong experience in the energy and infrastructure sectors to capitalize on the recent increase in work in these areas. In a highlight example, the firm advised Exxaro Australia Sands, and certain of its affiliates, in the bankruptcy of Tronox, which was a joint venture participant in an Australian mining operation with its client. It also advised Banco Bilbao Vizcaya Argentaria, as administrative agent, and a syndicate of lenders on the bankruptcy case of South Bay Expressway, which involved the restructuring of $560m worth of loans. New York-based Raniero D’Aversa co-chairs the nine-partner practice with Roger Frankel, who splits his time between the firm’s Washington DC and New York offices.

Divided between the firm’s Texas and New York offices, the team at Andrews Kurth LLP is ‘very efficient and responsive’ and provides ‘very commercial advice’. Co-chaired by Houston managing partner Robin Russell, singled out as ‘extremely gifted at resolving issues quickly’, and New York-based Paul Silverstein, who ‘puts clients’ interests first’, the group is particularly praised for ‘calling on the firm’s considerable cross-industry expertise’. In 2012, it won an instruction from FiberTower Corporation, which owns and operates the country’s largest non-carrier wireless backhaul network, in relation to its Chapter 11 cases. On the creditor side, it is advising HSH Nordbank as agent for a group of secured lenders under a $240m senior facility agreement with Omega Navigation Enterprises.

Arnold & Porter LLP has a diverse practice that acts for a broad mix of debtors, investors, creditors and acquirers in bankruptcy cases. From Washington DC, Michael Bernstein heads the national 16-partner group that was recently boosted by the arrival of Evan Hollander from White & Case LLP into the firm’s New York office. Lisa Hill Fenning is the main contact for the firm’s California bankruptcy practice and recently led the team that represented Downey Regional Medical Center-Hospital, a non-profit community acute care hospital, in its successful Chapter 11 reorganization, which was confirmed in February 2012.

Andrew Silfen’s 12-partner practice at Arent Fox LLP is represented across the firm’s New York, Washington DC, and Los Angeles offices. The national team has experience in acting for debtors, creditors and acquirers but it is particularly known for its niche in advising on ERISA and employee benefits-related bankruptcy matters. Mary Joanne Dowd heads the Washington practice and recently represented general contractor Dietze Construction Group in its Chapter 11 proceedings. Other representative clients include Calumet Photographic, Mattress Discounters Group and Wilmington Trust Company.

Under the leadership of Elihu Inselbuch, Caplin & Drysdale’s restructuring practice has a strong creditor bent and is recognized for its niche expertise in advising official committees of asbestos claimants in bankruptcy proceedings. Clients highlight lawyers as ‘knowledgeable, thorough, hard-working and zealous’. In particular, litigator Trevor Swett is singled out as ‘extremely articulate, intelligent, sensible and diligent’, and James Wehner is ‘excellent in analytical endeavours and possessed of a great deal of common sense’. Recent representative clients include the Official Committee of Asbestos Personal Injury Claimants of W R Grace & Co, the Official Committee of Asbestos Personal Injury Claimants of Garlock Sealing Technologies and the Pittsburgh Corning Unsecured Asbestos Creditors Committee.

At Chadbourne & Parke LLP, global bankruptcy and restructuring chair Howard Seife is highly regarded as a ‘very commercial partner and a specialist in the restructuring area’. The firm generally acts for creditors and is currently handling cases for US and non-US banks, insurance companies, bondholders and other creditor parties. In 2012, the firm won an instruction from Arthur J Gonzalez, a former chief bankruptcy judge, to represent him as the court-appointed examiner in the mammoth ResCap case. The firm is also acting for the joint liquidators of ABC Learning Centers in its Chapter 15 cases. David LeMay and Theodore Zink are also highly active partners.

Choate, Hall & Stewart’s ‘competent and responsive team’ regularly acts for creditors, acquirers of distressed assets and debtors. Led by Douglas Gooding, the Boston-based practice fields 23 lawyers dedicated to bankruptcy and restructuring. In 2012, Lyman Bullard spearheaded the team that advised Citibank, as administrative agent for a syndicate of lenders, on a $80m credit facility provided to SLB Acquisition to purchase the St. Louis Blues NHL franchise. On the M&A side, the firm advised investment company Gordon Brothers in its successful $20m bid for construction equipment at a highly contested bankruptcy auction. The group has also recently handled matters for RBS Citizens, Hudson Advisors and Bank of America.

Covington & Burling LLPoften exceeds expectations in terms of responsiveness, business acumen and industry knowledge’ and ‘it is not inexpensive, but the value it creates more than justifies the expense.’ From New York, Benjamin Hoch heads a four-partner team that includes Michael Hopkins, who is also in the New York office, and the ‘practical and strategicMichael St. Patrick Baxter in Washington DC. In a high-profile distressed M&A mandate, the firm represented Microsoft as a principle member of a consortium that successfully bid $4.5bn for the worldwide licensing and patent portfolio of Nortel Networks. Among its recent creditor instructions, it acted for Wilmington Trust Company as co-chair of the official unsecured creditors’ committee in the A&P bankruptcy and as indenture trustee for A&P’s unsecured bonds.

Curtis, Mallet-Prevost, Colt & Mosle LLP is rated as a ‘hidden gem’ and praised for being ‘filled to the brim with smart, talented, creative, commercial and insanely hard work attorneys’. The group retains a reputation for being the first port of call for conflict referrals from prominent New York restructuring practices and is widely recommended for providing ‘top 10 law firm abilities at outer-city prices’. The ‘superbly analytical’ Lynn Harrison co-heads the team alongside Steven Reisman who ‘gives great strategic advice and has terrific rapport with opposing counsel’ and ‘doesn’t fight for the sake of the fight but makes commercial decisions to reach a resolution’. The firm continues to act as conflicts counsel for Lehman Brothers in its Chapter 11 cases and among its new mandates, it won an instruction to act as debtor’s conflicts counsel for global Italian restaurant chain Sbarro.

Foley & Lardner LLP impresses with its ‘excellent service’ and ‘prompt response times’, with Michael Small singled out as an ‘excellent strategist with a client-oriented approach’. Led from Chicago by Jill Nicholson the team swelled to 25 partners in 2011 following the arrival of three partners from Duane Morris LLP into the firm’s San Diego office. It also has platforms in Florida, Michigan, Washington, Wisconsin and California. Creditor representations make up the backbone of the practice and it recently advised US Bank as secured indenture trustee for two separate tranches of bondholders with combined claims of over $1.5bn in the American Airlines bankruptcy. Harold Kaplan is one of the group’s leading names and is also recommended.

Louis Strubeck’s team at Fulbright & Jaworski LLP is led out of Dallas, but in addition to its strong Texas presence it fields significant platforms in New York and across the West Coast. The firm is experienced in advising creditors, committees and asset purchasers and excels in contentious matters. Most notably, it represented National Rural Utilities Cooperative Finance Corporation and Rural Telephone Finance Cooperative, as the primary secured lenders, in contested bankruptcy proceedings in the US Virgin Islands, including successfully defending claims of lender liability in litigation brought by the guarantors and certain debtors. Other recent clients include Versata, Duke Energy and JPMorgan Chase.

Hogan Lovells LLP’s bankruptcy practice has a strong track record in advising corporate trustees but it receives a steady flow of instructions from borrowers, distressed investors and insolvency administrators. New York-based group head Robin Keller recently advised Wilmington Trust as the indenture trustee for $1bn of Vitro SAB’s 8.625% senior notes due 2012 and 9.125% senior notes due 2017 in various matters relating to Vitro’s bankruptcy proceedings, including Concurso proceedings in Mexico and its Chapter 11 and Chapter 15 proceedings in Texas. In a debtor-side highlight, the firm successfully represented Ambac Financial Group in its reorganization and the Chapter 11 plan was confirmed in March 2012.

Kelley Drye & Warren LLP has a ‘depth of talent that can advise on any issue pertinent to a bankruptcy matter’ and lawyers are ‘knowledgeable and personable, which helps to get the job done very well’. Creditor-side instructions dominate the workload of the four-partner practice but it is particularly well regarded for its niche in advising landlords in out-of-court workouts and bankruptcy cases. Group head James Carr is an ‘extremely intelligent, articulate and skilled negotiator who can easily traverse the most complex situations with ease’ and is acting alongside Eric Wilson to advise US Bank National Association, as indenture Trustee, in the ResCap case. The firm is also representing the official committee of unsecured creditors of Real Mex Restaurants in the Chapter 11 proceedings of the Mexican restaurant chain operator.

Led from Atlanta, the seven-partner team at Kilpatrick Townsend & Stockton also includes partners in the firm’s New York and Washington DC offices. Todd Meyers heads the group and recently represented a large noteholder in the Washington Mutual Chapter 11. Among its other highlights, the firm also acted for Wilmington Trust Company as indenture trustee in the First Place Financial Corporation bankruptcy, which involved approximately $64m in outstanding debt instruments. Washington DC-based Mark Taylor is also recommended.

Linklaters LLP is a ‘pleasure to work with’ and lawyers are ‘very responsive and commercial and are good at drawing on other areas of the firm’. The two-partner team is led by Martin Flics who is highly rated for his ‘tremendous judgment, wealth of experience and technical knowledge’. The firm advised PricewaterhouseCoopers as joint administrators of 19 former Lehman Group companies in all aspects of the US bankruptcy and insolvency proceedings for Lehman Brothers, and also advised the co-ordinating committee of senior lenders on the debt restructuring of multinational media company Hibu.

McDermott Will & Emery LLP impresses for its ability to marshal ‘supplementary support expertise that is unrivalled by any other firm in its peer group’. Split between the firm’s New York and Chicago offices, the practice is led by Timothy Walsh and ‘pays close attention to the client’s business and industry’. Clients single out ‘formidable opponent’ William Smith as ‘one of the leading experts in the country in the areas of healthcare insolvencies and bond and other public debt defaults’. Nathan Coco is a ‘thorough and commercial lawyer’. The firm recently acted as debtor’s counsel to Victory Memorial Hospital in its Chapter 11 case and it also advised a private equity firm on the bankruptcy of a pipeline operator that is leasing and operating two pipelines it owns.

Porter Hedges LLP has a reputation for fielding a ‘historically strong financial institutions creditor practice’ and group head John Higgins is highlighted as ‘highly responsive’. Energy, chemical and natural resources-related matters are a specialism and it continues to garner a steady amount of instructions in these areas. Among its recent highlights, it advised creditors Anadarko Petroleum, Buffalo Gap Instrumentation & Electrical, Concho Resources, DnB NOR Bank and Forest Oil Corporation in the Chapter 11 case of SemCrude.

Reed Smith LLP received a good balance of debtor and creditor-side instructions over the past year and active sectors included finance, technology and transport. Clients praise the team’s ‘deep team across the country and in Europe’, its ‘consistently high-quality attorneys’ and its ‘prompt response times’. Pennsylvania-based Peter Clark brings a ‘true common sense approach to the law’ and chairs a group that also encompasses the firm’s Chicago, Los Angeles, New York and Wilmington offices. Among its recent cases, the firm represented hedge fund New Stream Capital in its complex bankruptcy, which included a sale of a life settlement portfolio for $180m.

From New York, Schulte Roth & Zabel LLP concentrates on creditor representations, but it also acts for debtors and acquirers, and is known for its strong record in contentious bankruptcies. Adam Harris heads the team and recently acted alongside Brian Pfeiffer to advise Owl Creek Asset Management as one of the largest creditors in the Washington Mutual bankruptcy - it also defended Owl Creek against allegations of inequitable conduct and insider trading. The firm also represented an ad hoc group of second-lien noteholders - including affiliates of Tennenbaum Capital Partners and JPMorgan Investment Management - in their purchase of substantially all of the assets of Real Mex Restaurants.

Sheppard, Mullin, Richter & Hampton LLP is commended for its ‘improved strength-in-depth’ and for its ‘very knowledgeable and experienced lawyers’. Led by Geraldine Freeman and Alan Martin, the ‘responsive’ team also includes associate Michael Lauter who is valued for being ‘very service-oriented and attentive to detail’. The practice acts for both creditors and mid-size debtors and has a broad national capability, with platforms across California as well as in New York, Washington DC and Chicago. In a key highlight, the firm is representing two creditors, billionaire Karl Eller and his company Red River Resources, in the chapter 11 bankruptcy of Carlos Miguel Collazo, which involves claims of approximately $15m against Collazo’s estate.

Steptoe & Johnson LLP’s lawyers are ‘smart, extremely knowledgeable about applicable law and very sophisticated in their approach to solving complex business issues’. Washington DC-based Filiberto Agusti is a highly rated insolvency litigator and is advising the Allied Pilots Association, in both its capacity as a labor union and as a creditor of American Airlines, in the reorganization of the major US airline, and he is also representing Public Service Enterprise Group in its efforts to enjoin restructuring of Dynegy. In Century City, Robbin Itkin is recommended for being ‘good at getting people to work together towards a deal, while also holding her ground where necessary’.

Squire Sanders’ team is led by Stephen Lerner, who divides his time between the firm’s New York and Cincinnati offices, and it acts for a diverse range of creditors, debtors and acquirers of distressed assets. On the creditor side, the firm is advising Broadridge Financial Solutions on the $500m restructuring of the US and Canadian broker dealer subsidiaries of Penson Worldwide, where its client was the holder of a large subordinated note. In an M&A highlight, the firm advised Avnet as the acquirer of substantially all the assets of Hartford Computer Group and its subsidiary, Nexicore Services, in a pre-negotiated Chapter 11 sale.

Sullivan & Worcester LLP is considered a ‘great partner’ because it ‘knows the client’s business, its risk factors and how much it wants to invest in a matter’. Practice head Patrick Dinardo is highlighted for providing ‘practical and very personable counsel’, and Jeanne Darcey is also singled out for her ‘efficiency, depth of knowledge and practical advice’. Darcey is leading advice to US Bank National Association, as indenture trustee, in the insolvency proceedings of Mexican glassmaker Vitro.

Texas-headquartered Thompson & Knight LLP leverages off its strong presence in oil and gas matters to specialize in advising debtors within the energy sector on restructuring issues. Most notably, team head David Bennett led advice to Cano Petroleum in its Chapter 11 bankruptcy cases. The firm’s strong presence in Mexico is also a significant deal driver and it recently secured a central instruction in the Vitro case, where it is advising Vitro as debtor in its high-profile cross-border bankruptcy, which involves over $1bn in restructured debts. The team grew to ten partners in 2012, following the arrival of Michael Blumenthal from Crowell & Moring LLP into the firm’s New York office.

At Wiley Rein LLP, restructuring chair Jason Gold is highlighted as ‘among the best in this field’, and heads a team that was boosted in 2013 by the arrival of George Pitts from Dickstein Shapiro. Driven out of Washington, the group also houses specialist lawyers in Northern Virginia and regularly acts for both creditors and debtors. Among its debtor-side cases, the firm represented bankrupt global law firm Howrey LLP in its Chapter 11 proceedings and advised radio station group Black Crow Media in its Chapter 11 reorganization. Valerie Morrison is also recommended and acted as distribution agent for Park Place (which owns and operates a large event venue in Washington) following the company’s successful emergence from Chapter 11.

Winston & Strawn LLP’s group is distinguished by its ability to ‘harness various litigation resources inside the firm to be able to play in the world of complex high stakes bankruptcy litigation’ and by its ‘responsive, knowledgeable, pragmatic and effective’ lawyers. Headquartered in Los Angeles, the diverse group also benefits from active practices in San Francisco, the Midwest and New York and ‘can represent a client in any size case and can compete with all the major firms’. National chair Eric Sagerman is an ‘extremely capable and insightful bankruptcy lawyer’ and represented the liquidating trustee in the Chapter 11 cases of People’s Choice Home Loan and Touch America Holdings, following on from advising the official committee of unsecured creditors in both cases.


Financial services: litigation

Index of tables

  1. Financial services: litigation
  2. Leading lawyers

Leading lawyers

With a plethora of true trial lawyers, including the ‘redoubtableEvan Chesler, Cravath, Swaine & Moore LLP is well equipped to provide a ‘trial ready’ service to clients across the waterfront of disputes including securities fraud, antitrust, general commercial, M&A litigation and bankruptcy cases. The practice is instructed by an exceptionally broad range of clients including major financial institutions, broker-dealers, private equity funds, hedge funds and accounting firms, and consequently is ‘absolutely on top of current market trends’. At the vanguard of work in the financial services litigation arena, the firm has been involved in many of the most complex and high-profile disputes arising directly or indirectly out of the economic downturn. It is national co-ordinating counsel for both Credit Suisse and JPMorgan Chase in residential mortgage-backed securities (RMBS) litigation throughout the country. The practice has also represented the two entities across a range of other litigation in cases relating to complex derivatives including currency-linked total-return swaps, credit default swaps and collateralized debt obligations (CDOs), and also continues to advise Credit Suisse as creditor in connection with the Chapter 11 bankruptcy of Lehman Brothers. A ‘strong bench’ of litigators includes the ‘superbRichard Clary, who as well as being heavily involved in the aforementioned RMBS and Lehman Brothers bankruptcy litigation for Credit Suisse, is also acting for the outside directors of Citigroup in a shareholder derivative action, alleging breach of fiduciary duty, corporate waste and mis-management in connection with the bank’s losses on CDOs. Daniel Slifkin is also a key member of the team and recently successfully persuaded the Court of Appeal to affirm the lower court’s original decision in favour of Morgan Stanley in relation to a shareholder derivative action brought against the bank, its inside directors and certain of its executives alleging breach of fiduciary duty, corporate waste and unjust enrichment arising from the setting of employment compensation. Michael Reynolds and Robert Baron are also recommended. Other clients include American Express, Banco Santander and Deutsche Bank.

Familiar with the relevant procedures and substantive law’, Davis Polk & Wardwell LLP is the go-to firm for a raft of leading financial institutions seeking a resolution to a range of potential disputes. Drawing upon the expertise of lawyers from within the firm’s well regarded shareholder litigation, white-collar and corporate restructuring groups, the firm has competency across the spectrum of the most pressing issues facing financial institutions including matters arising directly out of the economic downturn such as MBS disputes, as well as core securities fraud matters and commercial litigation. With a number of former high-ranking government lawyers within its ranks, the firm is particularly accomplished at handling enforcement and investigatory work, although it also has the civil litigation capability to handle the contentious work that often proceeds in its wake. Former high-ranking SEC lawyer Linda Chatmen Thomsen is ‘one of the top regulatory enforcement lawyers’ and displays ‘great knowledge and judgement’ to both the institutions themselves and the individual directors. As well as being involved for a major institution in the recent LIBOR investigations, she is also representing several independent board members of MF Global in connection with the ongoing regulatory investigations relating to the company’s well-publicized bankruptcy. Jennifer Newstead is another former high-ranking government lawyer and is well regarded by clients who are appreciative of her ‘excellent litigation skills’ across a range of hot-button issues including FCPA and OFAC-related matters. Notably, Newstead recently successfully ensured that leading Italian bank Intesa Sanpaolo was not subject to any criminal charges following the high-profile, multi-year, multi-forum criminal and civil investigations regarding alleged OFAC violations concerning the processing of payments relating to Iran, Cuba, Libya and Sudan. James Rouhandeh spearheads the firm’s litigation efforts for financial institutions and is currently defending the underwriters of the recent Facebook IPO against securities fraud allegations brought by shareholders in the social media company. The firm benefits from a deeply entrenched relationship with Morgan Stanley and is instructed by the banking behemoth across a slew of matters including successfully ensuring that no charges were brought against it following a high-profile DOJ and SEC investigation into alleged FCPA offences relating to the bank’s real estate investment operation in China. Scott Muller led on this matter and is a key member of a team that also includes the ‘excellent’ Carey Dunne and Raul Yanes. Clients include Credit Suisse, Citigroup, RBS and Bank of America.

Top to bottom first-rate’, Paul, Weiss, Rifkind, Wharton & Garrison LLP’s preeminent reputation ensures that it is regularly instructed in many of the highest-stakes litigation in the market. Peopled with lawyers with vast regulatory knowledge, as well as those who are ‘at the top of their game in terms of trying cases’, the firm is comfortably able to handle matters progressing on numerous fronts including regulatory enforcement actions and major civil class actions. Praised for his ‘client service, responsiveness and judgement’, Brad Karp is regularly at the forefront of the most significant matters handled by the group. Karp has guided core client Citigroup to a number of recent notable victories including its high-profile success before the Second Circuit where it held that the bank would likely overturn the recent refusal by the district court to approve Citigroup’s $285m settlement regarding the SEC’s recent investigation into its CDO practices and affirmed the ability of parties to resolve federal regulatory matters without requiring an admission of liability. Daniel Kramer is another leader for handling complex civil litigation and regulatory matters for some of the largest financial institutions and is currently representing Bank of America in the Merrill Lynch litigation and UBS in CDO disputes. Bruce Birenboim has an excellent reputation as a trial lawyer, and has had a particular focus on recent years in disputes emanating out of the economic downturn. As well as representing Citigroup in multiple RMBS litigations, he recently successfully defended it in a month long arbitration hearing against claims that it had fraudulently induced Abu Dhabi Investment Authority to invest $7.5bn in the bank. Charles Davidow, Richard Rosen and Susanna Buergel are also recommended.

Litigation boutique Quinn Emanuel Urquhart & Sullivan, LLP has ‘carved out a great niche’ at advising institutional plaintiffs in financial services litigation. Praised for its ‘trial-ready approach’, the firm is at the forefront of cases arising out of the financial crisis including disputes relating to RMBS, credit default swaps, CDOs and other structured products and derivatives. Philippe Selendy is co-chair of the firm’s structured finance litigation group and is representing the Federal Housing Finance Agency (FHFA) as conservator of Fannie Mae and Freddie Mac in 14 separate securities cases brought against many leading banks alleging misrepresentation in the sale of billions of dollars of mortgage-backed securities to the two government-sponsored entities. Selendy is also involved in numerous other significant matters including representing HSH Nordbank in a fraud case brought against UBS over losses on a CDO linked to the US subprime mortgage market and the defense of a synthetic CDO action for Swiss Re against investors in the Briethorn CDO transactions. Peter Calamari has vast experience in complex financial services litigation, and fresh from negotiating a $7.5bn settlement for Washington Mutual in its high-profile case against JPMorgan, is representing monoline insurer MBIA in multibillion-dollar claims against Bank of America and others arising out of collapsed RMBS transactions. Jon Pickhardt and Harry Olivar are also recommended.

Praised for its ‘responsive, highly knowledgeable and extremely practical approach’, Simpson Thacher & Bartlett LLP’s litigators ‘combine strong trial experience with a client-orientated focus’. With approximately 16 partners who devote a large proportion of their time to handling financial services litigation, clients benefit from a ‘very deep bench of highly skilled litigators’ with expertise across a broad range of areas including antitrust, securities, bankruptcy and government and internal investigations. The firm continues to be involved in a slew of high-profile litigation that arose in the wake of the global financial crisis, including the defense of RBS, Deutsche Bank and UBS in numerous RMBS litigations brought by government-sponsored entities, private institutional investors and putative class plaintiffs. The ‘incredibly skilled and responsive’ Thomas Rice has been pivotal to this work and is appreciated by clients as a result of his ‘tireless work ethic, tactical nous and creative thinking’, as well as an ability to ‘provide leading advice on technical matters and case strategy’. Rice is also defending core client JPMorgan on all of its LIBOR-related litigation, as well as in a variety of auction rate securities cases. ‘Outstanding securities litigator’ Jonathan Youngwood is also a key member of the team guiding JPMorgan through its auction rate securities disputes and is recognized as a ‘rising star’ with a ‘great courtroom presence’. The firm benefits from deeply entrenched ties with many of the leading sponsors in the private equity industry and is also regularly involved in litigation arising from their investment activities. Bruce Angiolillo frequently handles litigation for private equity heavyweight Blackstone, and along with Youngwood is defending it against allegations that it fraudulently induced investors to purchase shares in Kosmos Energy. The ‘smart and hardworking’ Peter Kazanoff is also regularly called upon to represent private equity firms as a result of his ‘excellence’ at handling transactional-related litigation. Paul Gluckow also has significant M&A litigation experience, both on behalf of corporates and private equity firms. The firm’s practice is rounded out by a number of partners who specialize in governmental investigations and enforcement actions including former assistant US Attorney Mark Stein and Paul Curnin, the latter who also regularly defends major financial institution clients in securities litigation. Clients include KKR, Morgan Stanley and Deutsche Bank.

Able to call upon the services of an ‘excellent’ roster of enforcement lawyers, as well as individuals with vast litigation experience, in addition to having the capability to tap into other relevant concomitant practice areas, Skadden, Arps, Slate, Meagher & Flom LLP is well-equipped to handle financial services litigation work. Able to seamlessly resource both the enforcement/investigation piece as well as the follow-on civil litigation, should it occur, the firm is a go-to destination for clients engaged in the current spate of cases which have fallen under the regulators’ ever more vigilant gaze. The ‘accomplished’ Jay Kasner is one of the best-known securities lawyers in the country and, along with Scott Musoff, recently successfully overturned the original ruling and persuaded the court to grant a dismissal with prejudice on behalf of the underwriting syndicate of billions of dollars of Deutsche Bank securities in a federal securities class action alleging that the bank had failed to adequately disclose its exposure to subprime and other residential mortgage-backed securities. The ‘superb’ Colleen Mahoney covers the whole gamut of issues facing financial institutions and is recognized as a ‘go-to person for complex SEC enforcement investigations’. As well as civil matters, the team is also frequently called upon to advise clients on white-collar criminal matters at every stage of the enforcement process. John Carroll is a leader in this field and has been at the heart of the DOJ’s insider-trading investigations regarding the ties between hedge funds and the so called "network of experts". David Zornow is also a fine white-collar litigator, and on the civil side, Anand Raman and Joseph Barloon handle a plethora of financial services enforcement/investigations work, with Raman recently instructed by a number of banks including JPMorgan Chase on Consumer Financial Protection Bureau matters.

Co-ordinating efforts with its bank regulatory and financial institutions practices, Sullivan & Cromwell LLP provides a ‘superlative service’ to many of the most prominent financial services clients both in relation to litigation and the regulatory and criminal enforcements stemming from such cases. Involved in many of the most significant disputes stemming from the financial downturn, the firm recently reached a settlement with the DOJ and the FSA in the UK on behalf of Barclays in the multi-agency LIBOR investigations and is also currently acting for the bank in the pending civil actions. The firm also handles work for JPMorgan Chase and is currently national co-ordinating counsel for the bank on its RMBS litigation and regulatory matters. The bench strength of the firm and also the esteem with which it is held by clients is underscored by its current representation of five (including JPMorgan and Goldman Sachs) out of the 16 banks being sued by the FHFA, as conservator of Fannie Mae and Freddie Mac, for their role in the alleged misrepresentation of billions of dollars of mortgage-backed securities sold to the two government-sponsored entities. Sharon Nelles excels at matters which sit at the intersection between investigations, enforcement proceedings and the civil lawsuits that follow; she is currently engaged in the various investigations and litigation surrounding Moody’s methodology regarding RMBS’ and CDOs. Robert Giuffra is recognized as a ‘bet the company litigator’ and this was recently underscored when he successfully defended UBS in the remaining securities actions regarding its market capital decline following the collapse of the mortgage-backed and auction-backed securities market. Generalist litigator David Braff is increasingly active in financial services litigation and amongst his many recent cases is leading the firm’s efforts for Barclays in its various LIBOR-related matters. The ‘excellentRichard Klapper and Gandolfo DiBlasi are also recommended for litigation, and the ‘considered, calm and experiencedSamuel Seymour provides expertise to clients engaged in matters that have a white-collar element.

Arnold & Porter LLP has a ‘longstanding’ presence representing financial services clients across a range of matters including enforcement/congressional investigations, securities actions and antitrust litigation. The firm has a strong reputation within the consumer finance sector and regularly acts for clients in discrimination and unfair lending cases brought by the DOJ and Office of Thrift Supervision (OTS). Michael Mierzewski is at the forefront of much of this work and also continues to represent the FHFA in litigation related to the Fannie Mae and Freddie Mac conservatorships. Another area of strength for the firm is in relation to federal pre-emption, most of which is handled out of its West Coast offices. Los Angeles-based Laurence Hutt is using this argument as a defence for FIA Card Services (formerly MBNA America Bank) against allegations that it contravened a unique California disclosure statute. Although the firm does not pick up the same level of high-profile credit crunch-related instructions, it has been handling a growing volume of MBS matters including representing Bank of America in the defence of an action brought by monoline insurer Ambac seeking reimbursement for all payments made in respect of the defaulting underlying mortgages that made up part of the mortgage-backed securities originated and securitized by First Franklin (now Bank of America following Merrill Lynch’s acquisition). The firm also continues to represent Flagstar in another high-profile case brought by monoline insurer Assured Guaranty. Recommended partners include Howard Cayne, Charles Berry, Pamela Miller, Stewart Aaron and David Bergman.

Based out of New York and Washington DC, Cleary Gottlieb Steen & Hamilton LLP’s 20-partner commercial litigation group includes a number of lawyers who have developed specific expertise representing financial institutions in core and non-core banking issues, as well as enforcement matters. As befits the firm’s work sharing ethos and culture, the team draws upon the strengths of other practice areas and works particularly closely with its corporate and regulatory colleagues. ‘Extremely responsive and staffed with appropriate bench strength’, the firm’s multi-disciplinary approach has come to the fore in its ongoing representation of several major banks including HSBC, BNP Paribas and Citigroup as defendants across a number of Madoff-related lawsuits. The ‘responsive and dedicatedJeffrey Rosenthal has handled a slew of work for the Bank of New York in the Madoff litigation and is a key member of a team that also includes the ‘smart and hardworkingMitchell Lowenthal and Roger Cooper, both of whom are primarily known for their securities litigation expertise. Along with Lewis Liman, Lowenthal and Cooper recently successfully defended several underwriters, including Merrill Lynch and Morgan Stanley, against claims that they produced false and misleading offering documents relating to the issuance of RBS preference stock. Able to leverage off the existence of lawyers in key foreign jurisdictions including London, Paris, Frankfurt and Hong Kong, a good deal of the work handled by the group has an international complexion. Indeed, many of the ‘seasoned and savvyLawrence Friedman’s cases feature a multi-jurisdictional component including his recent work defending Credit Lyonnais and National Westminster Bank in Anti-Terrorism Act lawsuits, and his representation of several banks in cross-border disputes regarding the Lehman Brothers bankruptcy. ‘At the top of his profession, Lawrence has a keen sense of fairness and moral compass, both of which are tremendous assets in any high-value, high-stakes litigation matter where the defendant faces reputational risk’. Also strong on the enforcement/investigation side, the firm is advising two major financial institutions in the worldwide LIBOR scandal, as well as several financial institutions in regulatory investigations into the structuring, marketing and sale of CDOs and RMBS.

A significant proportion of work handled by Fried, Frank, Harris, Shriver & Jacobson LLP’s ‘knowledgeable, focused, user-friendly and responsive’ 115-lawyer litigation team relates to disputes affecting financial services clients, from general commercial litigation and work across numerous substantive areas including antitrust, to many high-profile matters arising from the global financial fallout. Driven out of its New York office, and often working in unison with its recently reconfigured regulatory enforcement group, the firm has a ‘good handle on market practices and regulatory priorities’. Douglas Flaum and Israel David recently secured a notable victory for Wells Fargo, Wachovia Corporation and Wachovia’s former officers and directors before the US District Court for the Southern District of New York in two major separate class action securities cases and a series of additional large securities cases. ‘Excellent’ litigation head William McGuinness regularly handles work within the financial services industry as part of his broad-ranging suite of cases and recently secured a notable victory (affirmed on appeal) for underwriter clients Goldman Sachs, UBS and Citigroup in defeating class certification in a $9bn RMBS class action. The ‘solutions-oriented and responsiveKarl Groskaufmanis is recognized as an ‘exceptional resource’ as a result of his dual capability both on the SEC enforcement and civil litigation sides. Other recommended partners include Carmen Lawrence and Dixie Johnson for SEC enforcement, and William Johnson for white-collar regulatory matters.

Although Gibson, Dunn & Crutcher LLP has not created a specialist financial services group, it has some ‘excellent litigators’, who in conjunction with some superb enforcement lawyers, are able to provide a formidable offering across many of the most significant disputes in the market. Lawrence Zweifach is regularly involved in complex matters that involve parallel proceedings and is currently representing UBS in class action litigation and investigations involving the alleged manipulation of LIBOR. Los Angeles-based Dean Kitchens is representing numerous underwriters including Deutsche Bank and UBS in multi-district litigation (MDL) regarding the issuance and sale of Countrywide mortgage-backed securities. Robert Serio has an excellent reputation representing underwriters in securities class actions and is currently doing so in a class action brought against the underwriters of IndyMac Bank sponsored RMBS securities. The firm also has significant capability on the enforcement side, and in Amy Rudnick has ‘one of the best enforcement securities regulatory lawyers around’.

Sidley Austin LLP provides a ‘smart, strategic, efficient, creative and professional’ offering across the panopoly of disputes including securities class actions, ERISA litigation, SEC enforcement, M&A litigation and accountant’s liability. With lawyers spread out on both coasts as well as benefiting from a strong presence in the firm’s traditional Chicago heartland, the firm is well placed to handle litigation irrespective of location. New York-based Robert Pietrzak has ‘a wealth of knowledge about the industry’ and heads up the firm’s global securities litigation group. Regularly called upon to advise financial institutions on some of their most significant litigation, along with Dorothy Spenner, he recently represented six major investment banks (including Citigroup and Deutsche Bank) in the IStar securities class action. The same combination is also currently engaged by JPMorgan Chase to defend it in a number of its MBS cases. On the West Coast, the ‘excellentSara Brody handles a plethora of securities litigation including her recent work on behalf of underwriters in litigation relating to bond offerings made by Wachovia. The ‘persuasive and strategicGary Bendinger regularly handles work within the industry as part of his broad-ranging litigation practice and is particularly noted for his excellence at handling securities disputes on behalf of accounting firms. On the regulatory and enforcement side, former SEC lawyers Paul Gerlach and Barry Rashkover have excellent credibility before the agencies and were recently strengthened by the arrival of a team of ten partners from Bingham McCutchen LLP including ‘quintessential regulatory enforcement lawyerSusan Merrill and ‘strategist and tactician’ Neal Sullivan.

What it lacks in size, Wachtell, Lipton, Rosen & Katz more than makes up for in the ‘superb quality’ and high-profile nature of the work that the group handles. Leveraging off a top financial institutions M&A practice, the firm provides a ‘seamless service’ to many of the leading banks on any disputes that should arrive out of their merger activity. The team is also regularly involved in complex commercial and securities litigation affecting financial services clients and recently successfully persuaded the bankruptcy court to remove the $19bn case, brought against JPMorgan Chase by the trustee for the liquidation of Bernard Madoff’s failed firm, from the bankruptcy court to the federal court and have the majority of claims dismissed. It has handled a raft of matters for core client Bank of America including in relation to the resolution of the multibillion-dollar claims arising from the foreclosure crisis with the federal government and 49 State Attorneys General. The ‘brilliantLawrence Pedowitz is one of the country’s foremost white-collar criminal litigators and recently represented Citigroup in an SEC investigation into its 2007 public disclosures relating to its subprime exposure. John Savarese is also recommended for white-collar and civil regulatory matters, and the ‘superbTheodore Mirvis is regularly involved in some of the country’s highest profile and market defining litigation.

Bingham McCutchen LLP has ‘very good expertise in issues arising out of securities businesses’, and with lawyers spread out across both the East and West Coast has the critical mass and the geographical diversity to handle large, complex cases irrespective of location. Although the firm advises a broad spectrum of entities within the industry, banking clients including Bank of America, Credit Suisse and JPMorgan account for the largest proportion of instructions. Involved in a significant number of cases flowing directly from the economic downturn, the firm has been representing JPMorgan in a raft of MBS litigation, as well as acting for Freddie Mac in multiple securities class actions and derivative lawsuits predicated on allegations that former officers, among others, made false and misleading statements concerning Freddie Mac’s participation in and exposure to the subprime and Alt-A mortgage markets. Team head Jeffrey Smith is ‘very dynamic’ in the field of securities litigation and recently scored a notable victory on behalf of Morgan Stanley when he secured the dismissal of mortgage servicer Central Mortgage Company’s attempt to expand its original claim relating to 47 loans to include an additional 20,000 mortgage loans. Kenneth Schacter has handled a significant amount of work for JPMorgan, and, along with Beth Boland and David Salmons, is currently defending the bank against the Federal Home Loan Bank’s allegation that it made misrepresentations regarding the securitization and sale of approximately $5.3bn in residential mortgage loans.

Combining deep regulatory and enforcement expertise with a trial-ready approach to litigation, Covington & Burling LLP is well-placed to handle both the regulatory enforcement action and the corresponding civil action that are the common features of many of the cases brought against financial services entities. Described as an ‘outstanding quarterback’, Jean Veta and the ‘superb’ Ben Razi have had significant successes in the multitude of enforcement actions and civil securities class actions brought against Michael Perry, the former CEO of failed bank IndyMac. On the pure civil litigation side, the firm has been involved in a number of cases against banks alleging that they partook in unfair and deceptive practices. Robert Wick and Eric Bosset are representing JPMorgan Chase in cases brought by the Attorney General’s of various states alleging that the bank violated state consumer law statutes by the way in which it marketed and administered payment protection and identity protection plans to its credit card customers. Tapping into its excellent antitrust capability, the firm recently filed motions to dismiss on behalf of Citibank in a series of class actions brought against multiple banks alleging the manipulation of the LIBOR interbank lending rate. Former Comptroller of the Currency John Dugan was involved in the aforementioned matter, as was Andrew Ruffino, who is appreciated by clients for his litigation expertise across an array of substantive law including securities, antitrust and consumer protection claims.

Praised for its ‘creativity and excellent judgement’, Debevoise & Plimpton LLPexcels at handling complex matters’ that require a multi-disciplinary approach, and in particular where it is able to bring in lawyers from its market-leading white-collar and regulatory enforcement groups. The inclusion of a number of lawyers with former governmental regulatory experience ensures that the group has tremendous credibility in matters including both a criminal and civil enforcement component. Led by the ‘excellent’ Andrew Ceresney and also including the ‘very experienced and commercially orientatedSean Hecker, the firm is representing JPMorgan Chase in state and federal regulatory investigations surrounding its mortgage acquisition and securitization practices. The firm is also noted for its ‘superlative knowledge of the insurance industry’ and under the guidance of Mark Goodman recently successfully secured the dismissal of all claims brought against monoline insurer Security Capital Assurance (now Syncora Holdings) and four of its former officers in a case alleging a failure to disclose exposure to subprime mortgage risk. Goodman also continues to represent Amit Vijayvergiya, former partner and Chief Risk Officer of hedge fund firm Fairfield Greenwich, in civil litigation and regulatory investigations relating to the Bernard Madoff matter. Former lynchpin of the white-collar practice Mary Jo White left in March 2013 to head up the SEC.

Goodwin Procter LLP’s ‘excellent practice’ has bench strength out of its East and West Coast offices and consequently has the critical mass to handle major cases irrespective of location. Headed by Tom Hefferon, the firm’s consumer finance litigation group handles the full range of private litigation and governmental investigations for mortgage companies, credit card companies and banks, and has been at the forefront of the market for almost two decades. As well as recently achieving notable success for Quicken Loans in a Supreme Court hearing, Hefferon also successfully secured the dismissal of the MDL action on behalf of Wells Fargo Bank and Bank of America in litigation challenging the widespread mortgage industry practice of using a nominee (MERS) to hold title to mortgages. The firm also handles a raft of other cases for Bank of America/Countrywide Financial, many of which go to the heart of issues surrounding the credit crisis. The ‘thoughtful and thorough’ Brian Pastuszenski continues his role as national co-ordinating counsel for the bank across a range of MBS-related litigation and of many high-profile victories recently successfully resisted the plaintiff’s attempts to send back to the traditionally plaintiff-friendly California state court the largest MBS class action ever filed involving 430 offerings relating to approximately $350bn in original principal amount of securities offered. Clients include JPMorgan Chase, Credit Suisse and People’s United Bank.

Latham & Watkins LLP is a ‘significant player’ in the market and continues to handle some major mandates for a broad range of financial services clients. As well as instructions from numerous banks, the firm has developed a strong reputation for the representation of accountancy firms in securities class actions. California-based partners Peter Wald and James Farrell were both heavily involved in the firm’s recent successes for Ernst & Young and Deloitte & Touche in the respective securities class actions relating to the failures of both IndyMac Bancorp and Washington Mutual Bank. On the bank side, the firm has been involved in the majority of Deutsche Bank’s post-credit crisis shareholder and other civil actions related to its RMBS business. James Brandt was involved in the Deutsche Bank litigation and is a key member of a team that also includes Christopher Harris and Jeff Hammel.

A recognized litigation powerhouse, Kirkland & Ellis LLP derives a significant amount of mandates from the financial services industry. Active out of its East and West Coast offices as well as its Chicago headquarters, the team provides a ‘professional, timely and empathetic’ service to clients, and while it may lack any standout marquee individuals, it is praised for the ‘consistently high-quality’ level of service across the board. Robert Kopecky is representing Ally Financial as one of the defendants in a high-profile action brought by the conservator of Freddie Mac alleging that they lied about the quality of the $200bn of MBS sold to the government-sponsored mortgage company. Bankruptcy-related mandates continue to account for a significant proportion of the group’s workload, and as well as successfully securing summary judgment for Greenwich Capital Financial Products in a $100m dispute with the bankruptcy trustee of American Business Financial Services, the team also continues to handle work for clients in Madoff-related disputes including for Herald Fund in $600m clawback claims brought by Irving Picard. Recognized for its ‘trial-ready approach’, the firm recently prevailed in a high-profile Supreme Court case for Morgan Stanley and other underwriters; in the process successfully wiping away decades of lower court jurisprudence regarding the two-year period for filing insider-trading suits concerning short-swing trading activity. Washington DC-based Christopher Landau argued the case for all the underwriters before the Supreme Court and is a key member of a team that also includes the ‘experienced, practical and sharpAlexander Pilmer, and Emily Nicklin, who has earned an excellent reputation for representing accountancy firms. The arrival of the ‘very experienced’ white-collar and SEC enforcement lawyer Neil Eggleston from Debevoise & Plimpton LLP, enhances the firm’s ability to handle standalone regulatory enforcement matters, as well as those running in conjunction with private litigation.

Leveraging off an extensive national network of offices and an increasingly strong international presence, particularly in London, Morgan Lewis is able to handle a broad range of matters for clients in the industry irrespective of location. The arrival of former deputy attorney general George Terwilliger and a team of three partners from White & Case LLP, enhances an already strong regulatory presence on the criminal and civil side, and provides the firm with increased credibility before the agencies. The firm is involved in many of the key issues under the regulators’ glare and is representing numerous financial institutions in RMBS investigations. The firm also continues to act as national litigation counsel to a national trust company in the defence of class actions by investors in RMBS trusts. Recommended partners include Jami McKeon, whose broad litigation practice frequently includes significant disputes involving financial services clients; Michele Coffey, for securities enforcement and litigation; and Kenneth Kliebard, who has a significant focus on consumer class action litigation. Clients include JPMorgan, HSBC and Deutsche Bank.

Able to provide a one-stop-shop service to clients engaged in ligation across multiple forums, Morrison & Foerster LLP handles financial services litigation under the umbrella of its securities litigation, enforcement and white-collar defense practice group (SLEW). Co-chair of the SLEW group Carl Loewenson has a white-collar bent to his practice and as well as recently representing the former COO of Barclays in the worldwide LIBOR investigations, has also gained recognition for his success as court-appointed receiver for the victims of the $200m Ponzi scheme perpetrated by Credit Bancorp. Leveraging off the firm’s ‘premier position’ within the consumer finance space, the team handles numerous mandates for significant players within the space including Capital One - who it is representing, along with several of its officers and directors, in a shareholder derivative action relating to various credit card "add on" products. Jordan Eth and Joel Haims led on this matter and are co-chairs of the SLEW group.

Headed by Brian Boyle out of Washington DC and reinforced by a strong presence on the West Coast and New York, O'Melveny & Myers LLP’s ‘very responsive’ 32-partner team is well-versed across the most significant issues exercising the regulators’ minds, and ‘has been great at keeping up to date with legal developments’. Bank of America continues to provide the firm with a significant flow of work, particularly in successor liability claims relating to its acquisition of Countrywide. As well as recently successfully securing a notable dismissal in the US District Court for the Central District of California which limited the liability of the bank for a significant amount of Countrywide’s mortgage practices, the team also secured the dismissal of actions brought by the attorney generals of Arizona and Nevada challenging loan servicing and loan modification practices. Jonathan Rosenberg has been a key partner in much of the Bank of America work, and along with Dan Cantor also recently represented UBS in an appeal hearing arguing that the lower court was correct in its judgment that the bank should not be held liable for anti-terrorism offences relating to transfers with Iranian counterparties. The ‘very goodRandall Edwards is recommended for handling financial services-related class actions. Clients include Fannie Mae, Visa and Wells Fargo.

With a strong litigation presence on both coasts and aided by a significant regulatory practice, Paul Hastings LLP is able to handle the full suite of matters for clients, whether it be ensuring compliance methods to avoid litigation, or handling government investigations/enforcement actions and civil class actions. Benefiting from ‘excellent substantive knowledge’ and able to call upon the expertise of the transactional banking and finance lawyers, the firm has been involved in a number of disputes regarding structured financial products, with a particular focus on CDOs and MBS. Barry Sher and James Bliss recently successfully secured the dismissal of a fraud claim filed before a New York state court against UBS by HSH Nordbank over losses on a CDO linked to the US subprime-mortgage market. The team has also been involved in disputes arising out of bank failures and led by Gerard Comizio and Kirby Behre is currently involved in pending litigation involving the failure of IndyMac Bank and the seizure of United Western Bank by the Office of Thrift Supervision. Global head of litigation William Sullivan and Joshua Hamilton are recommended.


Financial services: regulatory

Index of tables

  1. Financial services: regulatory
  2. Leading lawyers

Leading lawyers

Deeply entrenched in the financial services industry, Cleary Gottlieb Steen & Hamilton LLPknows the laws and regulations and also the industry, so it can give practical and useful advice which is tailored to a client’s needs’. Active for many of the most significant players in the industry including Goldman Sachs and Bank of America, ‘because it represents so many institutions, you know that its advice is consistent with the best practices in the market’. As one of the few remaining major US firms operating a pure "lockstep method" of compensation, it benefits from a highly collegiate approach to work across all practice areas, a factor which ensures that its financial services regulatory team benefits from significant input and work sharing from other complementary substantive areas of law including M&A, securities, tax and litigation. Regularly instructed on ‘the most difficult issues and problems, where it is important to know both the requirements and the regulatory expectations’, much of the work handled by the team has a strong international complexion, and in this regard the firm benefits from offices in key financial centres including London, Frankfurt and Hong Kong. In a deal that involved significant input from London, the ‘highly intelligentRobert Tortoriello represented Bank of America Merrill Lynch on the sale of its non-US wealth management business to Julius Baer Group. Other cross-border transactional work includes advising Oriental Financial Group on its acquisition of BBVA’s Puerto Rico bank subsidiary and two related capital markets offerings. The ‘strategic, extremely intelligent and responsiveDerek Bush has a strong pedigree across a raft of banking compliance, transactional and enforcement work. ‘Excellent on Volcker rule issues’, Bush has advised a number of major domestic and international banks on strategic and compliance issues relating to the proposed law restricting proprietary trading at US banks. Recently promoted partner Katherine Carroll is ‘super knowledgeable’ across a range of matters and is currently representing the Institute of International Bankers with their advocacy to government agencies on Dodd-Frank matters on behalf of international banks. Praised for its ‘strength and depth’, the team was further enhanced by the recent arrivals of former FDIC general counsel Michael Krimminger and James Freis, from the Treasury Department’s Financial Crimes Enforcement Network. Both have a vast array of experience at a governmental level, with Krimminger active across a range of issues including resolution planning and capital requirements, and Freis particularly strong on anti-money laundering matters. Other recommended partners include Giovanni Prezioso and David Aman, both of whose wide-ranging practices also include broker-dealer work.

Blessed with the ‘deepest bench strength and decades of recognition in the industry’, Sullivan & Cromwell LLP provides ‘market-defining’ regulatory work for some of the largest clients in the sector. The team is praised for its ‘unfussy approach, which concentrates on accomplishing the best outcome for its clients rather than unnecessary grandstanding’, and as well as advising clients such as American Express and Goldman Sachs on the regulatory issues pursuant to their conversions to bank holding companies and ongoing banking operations, it also continues to represent the major trade association, The Clearing House, on various matters including pending legislation and regulations relevant to the banking industry. As well as advising on domestic matters the firm is regularly called upon by foreign institutions to provide the regulatory expertise pursuant to their operations in the US; recently advising China Merchants Bank, Banco Espírito Santo de Investimento and the Bank of Ireland in connection with the establishment of operations in the US. On the transactional side, the practice continues to advise clients looking to divest non-core business lines. The ‘peerless’ Rodgin Cohen remains active advising on M&A activity within the industry and along with the ‘fantastic up-and-coming lawyerAndrew Gerlach advised the Bank of East Asia on the $140m sale of a majority stake in its US bank subsidiary to the Industrial and Commercial Bank of China. Mitchell Eitel recently handled key deals on behalf of HSBC, including the $2.6bn sale of its US credit card-related businesses to Capital One and of 195 US retail bank branches to First Niagara Bank. Special counsel Wendy Goldberg is ‘a delight to work with’ and is a recommended member of the team that also includes the ‘excellentMichael Wiseman and Elizabeth Davy.

Davis Polk & Wardwell LLP has tremendous visibility within the industry and has quickly become recognized as a real thought leader across a range of Dodd- Frank-related matters including the Volcker rule and OTC Derivatives Reform. Able to call upon the expertise of a number of lawyers with former government experience, the group’s ‘advice is extremely practical and efficient’. As former general counsel at the FDIC during the savings and loan crisis, the ‘excellent’ John Douglas provides ‘tremendous insight’ into the current banking malaise. As well as handling many of the most significant troubled bank transactions over recent years, including the $525m recapitalisation of First Bancorp, he is currently heavily involved in advising numerous major banks on their Living Will requirements. A ‘real thought leader on regulatory matters’, Randall Guynn’s advice on bank regulatory reform is regularly sought out by major domestic and foreign banks as well as the US and UK governments. Praised for his ‘excellent judgement’, Arthur Long ‘understands the lore and the law of all matters relating to the Bank Holding Company Act’. Long provides expertise on Dodd-Frank implementation matters and has advised on numerous comment letters on the Volcker Rule for clients such as Bank of New York Mellon and Deutsche Bank. Outside of bank holding company matters, Annette Nazareth advises a raft of clients such as broker-dealers, swap dealers and hedge funds, and Lanny Schwartz has an excellent reputation for trading and market regulation issues. As well as regularly advising major banks such as Morgan Stanley, Credit Suisse and Deutsche Bank, the firm’s advice is also sought out by major trade associations including the Securities Industry and Financial Markets Association (SIFMA).

Superlative on all counts’, Debevoise & Plimpton LLP provides ‘first-class’ advice across a range of complex banking, insurance, broker-dealer and investment management matters. The ‘collaborative nature’ of the lawyers ensures that they ‘work with the client instead of "for" the client’, and the team is an excellent choice for those seeking a commercial approach on a range of standalone compliance advisory, financial institution M&A and enforcement matters. At ‘the cutting-edge of regulatory advisory and transactional issues’, the esteem with which the firm is held in the area is underscored by its representation of a plethora of trade bodies including the Private Equity Growth Capital Council and the Risk Management Association across Dodd-Frank and Basel III issues. Paul Lee is key to much of this work as a result of his ‘overarching knowledge of the rules’. ‘The very personable and approachableGregory Lyons is ‘extremely responsive and knowledgeable about the industry and its players’ and handles a plethora of banking compliance work as well as an increasing volume of M&A mandates within the sector. Formerly at the Federal Reserve Board, Satish Kini also benefits from deep knowledge of the industry and is praised for his ‘expeditious responses’ to clients such as Safra, which he is providing ongoing operational and general compliance advice relating to a range of banking and securities regulatory matters. Although the firm has successfully broadened the scope of its financial institutions group, it remains best-known for its expertise within the insurance sector, where both Nicholas Potter and John Vasily are regularly at the heart of some of the most significant M&A transactions in the industry. Vasily is advising Prudential Financial on its $615m acquisition of The Hartford’s individual life insurance business, and Potter recently acted for Pan-American Life Insurance on its acquisition of select businesses and assets from MetLife in the Caribbean, Panama and Costa Rica. David Luigs is also recommended for providing ‘well-thought out and strategic advice’ across a myriad banking, securities, consumer financial protection and mortgage-related matters. Other clients include AIG, Citibank and UBS.

An M&A and private equity powerhouse, unsurprisingly the majority of Simpson Thacher & Bartlett LLP’s regulatory instructions are as an adjunct to its transactional work. Praised for its ability to ‘effectively balance business objectives with legal, regulatory and structural considerations’, the New York-based team is frequently the go-to firm for clients engaged in transactions with complex regulatory hurdles to vault and is well-placed to handle the plethora of private equity mandates occurring within the financial services industry by dint of its deeply entrenched ties with heavyweights such as Carlyle, Oak Tree Capital and KKR. Team head Lee Meyerson is the preferred adviser for many clients engaged in high-profile transactions which have a significant regulatory component as a result of his ‘balanced and fact-based judgment, his knowledge of the industry, integrity and his ability to be creative and flexible’. Alongside the ‘hardworking, focused, diligent and thoughtful’ Elizabeth Cooper, Meyerson advised Carlyle Group on its acquisition of TCW from Société Générale. Gary Horowitz is another key member of the group and is praised for his ‘ability to identify key issues’ as well as his ‘balanced approach to negotiations’. Horowitz handles a raft of work for KKR and recently represented it on its acquisition of Prisma Capital Partners. He has also acts as underwriters’ and issuers’ counsel in many IPOs in the financial services sector. The ‘excellent’ Maripat Alpuche rounds out a ‘highly capable and deeply talented team’.

Skadden, Arps, Slate, Meagher & Flom LLP has had a longstanding presence in the market and provides an ‘excellent service’ to a slew of major financial services clients across the gamut of compliance, enforcement, legislative and transactional work. Able to tap into the firm’s regular flow of major M&A mandates, the team provides the concomitant regulatory expertise on transactions within the financial services industry. Recent highlights include representing BlackRock, in connection with Barclays Bank PLC’s sale of its stake in BlackRock, and acting for Société Générale on its sale of The TCW Group to The Carlyle Group. Leveraging off an extensive international network, the practice regularly advises international banks on the US regulatory aspects of their US and non-US operations. Team head William Sweet ‘generates a lot of work for the group’ and is acknowledged for his expertise across an array of banking compliance work as well as M&A transactions in the industry. Co-head William Rubenstein handles a raft of financial institution M&A work as well as general banking compliance mandates. The firm also has a ‘strong consumer finance’ offering and is instructed by clients on advisory matters, as well as enforcement/litigation concerns. Joseph Barloon is particularly active in this area and handles mandates for a range of clients including International Bancshares Corporation, which he is representing across a raft of matters including regulatory compliance relating to fair lending and Unfair & Deceptive Acts and Practices. Barloon co-heads the consumer financial services litigation and enforcement practice alongside Anand Raman, who continues to represent JPMorgan Chase, Capital One Financial Corporation and Fifth Third Bancorp on Consumer Financial Protection Bureau matters. Other recommended partners include Brian Christiansen, across a range of advisory and transactional matters; Mark Young, who excels at derivatives regulation; and Jamie Boucher, who anchors the firm’s enforcement offering.

Based out of the firm’s Washington DC, New York and Los Angeles offices, Arnold & Porter LLP provides a ‘very accomplished service’ across a range of transactional, legislative and compliance matters for bank holding companies, insurance companies, private equity firms and securities firms, amongst others. Praised for its ‘very deep bench’, the team of over 35 lawyers includes a number of partners with significant governmental experience such as the ‘excellent’ John Hawke, who was former Comptroller of the Currency. Hawke benefits from a ‘wealth of experience’ and is advising Federated Investors on legislative and regulatory counseling matters related to the implementation of the Dodd-Frank Act. Co-head Kevin Barnard also benefits from significant agency experience, ensuring that he is able to provide clients with a unique perspective into the regulatory elements associated with a whole host of matters. Barnard is currently representing Banco do Brasil on all aspects of its US expansion strategy and establishment of a national financial services platform. As well as successfully acquiring Florida-based EuroBank, the state-controlled Brazilian bank successfully qualified for financial holding company status; notably, this was the first time this designation was granted to a financial institution controlled by a foreign government. ‘Experienced’ co-head Patrick Doyle has ‘encyclopedic knowledge of the Dodd-Frank Act’ and as part of his broad-ranging practice is regularly called upon by parties to advise on the potential implications of the legislation and on legislative matters. Working closely with numerous other practice groups, including the legislation and public policy practice, Doyle is advising State Farm Insurance Company on the potential impact of the Dodd-Frank Act on its business, as well as drafting and filing comments on the proposed regulations. ‘Outstanding’ managing partner Richard Alexander has an ‘incredible sense of how to get problems solved’ and is a key component of the firm’s ‘first-class’ enforcement practice. Other recommended partners include Robert Azarow, for financial services M&A; David Freeman, who is particularly strong advising on matters at the intersection of securities and banking; Michael Mierzewski, for consumer finance; and insurance regulatory expert Charles Landgraf, who recently joined following the closure of Dewey & LeBoeuf LLP. Clients include VISA, Bank of America, Apple Bank and Hudson City Bancorp.

Covington & Burling LLP’s seven-partner Washington DC-based practice provides an ‘exceptional service’ across the waterfront of regulatory issues affecting a broad range of financial institutions including Freddie Mac, John Hancock Financial Services, Wells Fargo and Citigroup. The firm combines deep regulatory and legislative expertise, and is praised for its ‘ability to effectively converse with regulators and others in Washington DC’. Consequently it is regularly instructed by major trade associations to provide advice on legislation affecting its members, as exemplified by its recent drafting of a comment letter on behalf of the American Bankers Association with regard to the proposed implementation of new capital requirements. Team head John Dugan has an ‘excellent reputation amongst legislators and policy makers’, and as well as being involved in the aforementioned matter, also had a pivotal role in the firm’s recent work for both the Clearing House and SIFMA on matters relating to Title II of the Dodd-Frank Act. Mark Plotkin regularly advises foreign banks on their US banking operations and recently acted for Austrian bank Raiffeisen on its application to the Federal Reserve Board to open a new US office. The group is also increasingly active in relation to securities/commodities regulatory matters where the ‘bright and practical’ New York-based Bruce Bennett is the main contact. Other recommended partners include Stuart Stock, who benefits from ‘holistic banking industry views and in-depth regulatory knowledge’, and Ed Yingling, who has ‘excellent credibility within Washington DC’.

Headed by Richard Schaberg, Hogan Lovells LLP’s ten-partner Washington DC-based team has ‘deep knowledge’ of the regulatory landscape and gives ‘practical business advice’ to a broad range of clients including national and state-chartered banks and trust companies, federal and state-chartered savings banks, and mortgage lenders. While domestic institutions remain the lifeblood of the practice, the recent merger has enabled it to provide a more complete service to international clients which are becoming an increasingly prominent element of the group’s workload. The team has been active advising on financial institution M&A transactions, particularly within the community bank space - which has witnessed significant consolidation of late. It advised Alliance Financial Corporation on its $233m sale to NBT Bancorp. Peopled with a number of former regulators, the group has significant credibility before the agencies. Consequently it has an excellent track-record at handling enforcement actions and is currently advising a major international bank in connection with numerous actions. The ‘smart responsive and dedicatedStuart Stein and Gregory Parisi are recommended. Clients include UBS, Barclays and Westfield Bank.

Although former team head Brian Smith retired from the partnership, Latham & Watkins LLP’s rapid growth in recent years has ensured that the firm has more than enough strength and depth to cope with his departure. Active across most areas of regulatory concern including banking, derivatives and investment management, the nine-partner New York-based team is best-known for its broker-dealer expertise. The ‘excellentDana Fleischman and ‘smart, thoughtful and practicalStephen Wink are the main contacts for this work and have both been advising a number of top investment banks, both individually and through SIFMA, on the implications of the recently passed JOBS Act. Both on behalf of a number of global investment banks and through the ABA Trading and Markets subcommittee, Fleischman and Wink are also working with the SEC’s Trading and Markets Division to obtain guidance regarding the application of the safe harbour provisions for foreign broker-dealers from the impact of the SEC’s broker-dealer registration requirements. On the bank regulatory side, Alan Avery has thrived since his arrival in 2011 from Arnold & Porter LLP and handles a vast array of regulatory work associated with transactions, in addition to general regulatory compliance work relating to Dodd-Frank matters. Avery recently advised Société Générale on the bank regulatory advice associated with its minority stake in the sale of asset manager Rockefeller Financial Services to RIT Capital Partners. Clients include Bank of America, GE, UBS and Credit Suisse.

Predominantly based out of the firm’s Washington DC office, Morrison & Foerster LLP’s 12-partner team provides an ‘excellent service, both from a substantive and timeliness perspective’. ‘At the forefront of work in the consumer finance space’, the firm’s capability in this area was recently enhanced by the arrivals of Leonard Chanin and Tom Noto from the Consumer Financial Protection Bureau and Bank of America respectively. The team has handled a raft of work for Capital One including advising it on implementing various provisions of the CARD Act and on its $2.6bn acquisition of HSBC Holdings’ US credit card business. Other M&A work includes representing ING on the $9bn sale of its online bank to Capital One and acting for longstanding client Raymond James Financial Services on its acquisition of the business of registered broker-dealer Morgan Keegan from Regions Financial. ‘Even handed and impartial’ co-chair Richard Fischer has a deeply entrenched knowledge of the consumer finance market and was involved in the aforementioned Capital One transaction. On the West Coast, Henry Fields has an ‘excellent banking practice’, and as well as domestic clients also receives a significant flow of mandates from foreign institutions. New York-based Barbara Mendelson is ‘very knowledgeable at advising clients about financial-related issues’, and is a key member of a team that also includes Joan Warrington and Nicholas Spiliotes, who are praised for their ‘knowledge, high levels of integrity and practicality’. The firm’s international footprint, particularly in the Far East, makes it a top choice for Asian banks such as Bank Sinopac and ChinaTrust Commercial Bank, for which it handles regulatory issues affecting US operations. Other clients include Citibank, JPMorgan and Visa.

Benefiting from an ‘unparalleled scope and breadth’, Sidley Austin LLP’s six-partner Washington DC-based team works closely with complementary practice areas such as corporate, finance and litigation to provide a ‘high-quality’ service to clients across the panoply of regulatory matters, ranging from Dodd-Frank counselling and compliance to the regulatory factors associated with transactions in the industry. Clients are appreciative of the group’s ‘user-friendly style’ and ability to ‘deliver conclusions in a manner that both in-house counsel and non-legal staff can appreciate and use without the need for "Rosetta Stone" interpretation’. The ‘extraordinary bank regulatory specialist’ William Eckland heads the team and handles transactional and general advisory work for both domestic and international clients. He is acting as underwriters’ counsel to Bank of America Merrill Lynch and Sandler O’Neill in connection with the sale of TARP shares held by the US Department of Treasury. New York-based Connie Friesen handles work exclusively for foreign financial institutions and continues to be particularly busy advising Chinese banks on their US expansionary plans including China Construction Bank, China Merchants Bank and Agricultural Bank of China. The team is also strong on the consumer finance side and is recommended for its work in the credit card space. David Teitelbaum spearheads the firm’s work within the consumer finance space and is advising First Data on the regulatory issues associated with its payments and network businesses. Praised for his ‘very broad set of specialities’, James Huizinga is also regularly engaged by clients within the consumer finance arena, both in a transactional setting and in a pure compliance manner. John Van De Weert is also recommended and ‘is an exceptional technician with a comprehensive grasp of the nuances of financial services practices and delivery’. Clients include Citibank, Morgan Stanley, Green Dot and Natixis.

Often working in close co-operation with other complementary practice groups including corporate, banking and litigation, Mayer Brown provides cohesive and integrated advice across the spectrum of work within the sector including bank regulatory, broker-dealer, investment management and consumer compliance. Leveraging off the firm’s wide international network of offices, the team has been active advising foreign banks on the regulatory concerns with their operations in the US. It recently advised Nara Bancorp on its $285.7m acquisition of Center Financial Corporation, to create the largest Korean-American banking franchise in the US. The team also advised Capital One on its $9bn acquisition of the online banking unit of ING. The deal involved complex US and cross-border legal and regulatory issues, including advising on the impact on the proposed transaction of the Dutch Government’s support of ING Groep arising out of the recent financial crisis. As well as providing the regulatory input associated with transactions, the team has been busy advising international banks including HSBC and Handelsbanken on a whole host of compliance issues arising out of the Dodd-Frank Act including matters associated with the Volcker rule provisions. Team head Scott Anenberg is recognized by one client as the ‘go-to person for every complicated or nettlesome issue’, and is particularly strong at advising on banking compliance matters. Noted for its ‘good network of policy makers and regulators’, the team excels at representing clients that are the subject of enforcement proceedings, and has the capability to represent clients in multiple forums. The ‘experienced and analytical’ Thomas Delaney is regularly involved in enforcement matters and has been particularly active recently advising on anti-money laundering sanctions and enforcement proceedings by the US Congress. Other recommended partners include the ‘highly analytical’ Jerome Roche, for US securities regulation; ‘excellent communicator’ Alex Lakatos, who specialises in advising foreign financial institutions in enforcement actions and litigation; and David Sahr, who is regularly engaged by international banks to advise on the regulatory implications of expanding their operations into the US. Clients include Wells Fargo, ACE and The Clearing House.

Under the leadership of the ‘excellent’ Gerard Comizio, Paul Hastings LLP’s financial services regulatory team has responded well to the increased regulatory challenges faced by clients in the industry and now has a team of 16 lawyers dedicated to providing a service across the panoply of issues. However, the group’s sweet-spot is undoubtedly its ‘broad-ranging competence’ at handling payments systems work. In this area, the firm’s client base knows no bounds and encompasses all manner of entities, from traditional banks to social networking and credit card companies. The ‘redoubtable’ Chris Daniel spearheads the firm’s efforts and handles work for a varied mix of clients including Facebook, which he is advising on a range of issues related to the burgeoning market of online social commerce. Also active on the transactional side, Daniel recently advised GlobalCollect, a leading provider of online payment processing solutions in the Netherlands, on its acquisition of Sub1, a leader in the Latin American e-payment market. Although it is far less active in bank M&A than many of those in the higher echelons of the ranking, it is gaining increased traction in the market, where its full-service approach and far-reaching international network of offices enables it to provide a viable alternative. Comizio handles much of this work and recently advised Brooklyn Federal Bancorp on its $3.4m merger with Investors Bancorp. Kevin Petrasic has a broad-ranging practice and is a key member of a team that also recently welcomed back Behnam Dayanim from Axinn Veltrop & Harkrider. Clients include Charles Schwab, PayPal and Scottrade Financial Services.

Benefiting from longstanding financial services regulatory expertise, Shearman & Sterling LLP is seen as a go-to firm for those with bespoke regulatory concerns across the patchwork of issues currently affecting the industry. This standalone expertise is perhaps best exemplified by the firm’s ‘deeply entrenched’ broker-dealer practice which sees it providing a true advisory service rather than one which is merely an adjunct to the litigation or M&A functions. Russell Sacks spearheads the firm’s work in this area and is acknowledged by those in the industry as a ‘very safe pair of hands’, a strength that has been recognized by the securities trade group SIFMA, which has retained his services in 2011 and 2012 to provide advice on important new broker-dealer rules affecting the industry. ‘Vastly experienced’ of counsel Charles Gittleman has a particular expertise advising on the formation and continued counselling of US brokers who are affiliated with foreign financial institutions; he recently advised Banco Pine on the formation of PINE Securities to enable it to become a US-registered broker-dealer and subsidiary of the Brazil-based bank. Able to leverage off a wide international network, the firm excels at providing clients with a seamless global perspective of the regulatory challenges affecting their business including advice on the capital adequacy requirements being mapped out in accordance with Basel III. Co-head Bradley Sabel handles the more traditional bank regulatory matters, both from a purely advisory viewpoint and also as it relates to M&A activity within the industry, and Washington DC-based Don Lamson has ‘excellent contacts’ as a result of his long tenure at the Office of the Comptroller of the Currency. Clients include Bank of America, Barclays and Mizuho Corporate Bank.

Venable LLP’s 13-partner Washington DC-based team provides a very ‘co-ordinated’ service with ‘strong partner involvement’ across enforcement and general compliance work for a myriad of clients including commercial banks, securities firms, savings banks, credit unions and bank holding companies. The practice benefits from ‘deep industry and regulatory knowledge’ and has ‘excellent credibility before the US regulatory agencies’ as a result of a significant roster of former high-profile government lawyers. ‘One of the leading financial regulatory lawyers in Washington DC’, team head Ronald Glancz previously held numerous high-ranking positions in several of the bank regulatory agencies as well as the DOJ and consequently benefits from ‘extensive regulatory contacts’. This often comes to the fore in enforcement matters and in this regard he is representing several directors and officers in investigations and actions in connection with more than ten separate depository organizations. John Beaty is another former high-ranking agency official and is recognized as ‘one of the top association (thrift) lawyers in Washington DC’; he is advising numerous savings banks and savings and loan holding companies on their transition to Federal Reserve Board and OCC supervision as stipulated by Dodd-Frank. Praised for his ‘extensive knowledge and expertise in all US regulatory matters’, John Bowman joined the firm from the Office of Thrift Supervision, and is a welcome addition to a ‘strong and deep team’ that also includes the ‘very knowledgeableJonathan Pompan and Edward Wilson, who is recognized as ‘one of the leading US regulatory lawyers dealing with economic and other sanctions, and anti-money laundering’.

As good as it gets for consumer finance’, Ballard Spahr LLP’s 37-partner team combines litigation and non-contentious regulatory advice to a broad range of clients including trade industry groups, banks, credit card issuers and internet-based providers. The stature with which the firm is held for this kind of work is illustrated by the fact that no fewer than five of the firm’s lawyers are members of the American College of Consumer Financial Services Lawyers (ACCFSL) - which recognizes those lawyers who have made substantial contributions to the development of consumer financial services law. Team head Alan Kaplinksy has been at the forefront of the firm’s work advising a raft of clients as they seek to negotiate the minefield of new regulations under the nascent Consumer Financial Protection Bureau. Philadelphia-based Jeremy Rosenblum has a focus on the interplay between federal and state laws and has handled a raft of work advising unbanked and underbanked consumers on the regulatory aspects attached to the provision of financial services. Rosenblum also recently advised Mexican financial services company Grupo Elektra on the regulatory aspects associated with its acquisition of US-based "payday lender" Advance America. The recruitment in December 2011 of a number of lawyers from Patton Boggs LLP affords the firm broader bandwidth and enhances its capability for handling mortgage banking work.

Bracewell & Giuliani LLP provides ‘high service levels’ to banks, financial institutions and broker-dealers engaged in negotiating the myriad regulatory concerns affecting their businesses. Deeply entrenched ties with banks in Texas and other Southern states ensures that the firm receives a steady flow of compliance and transactional mandates with a regulatory component. The ‘excellentSanford Brown is representing Texas Capital Bank and Park Cities Bank across a raft of regulatory compliance work. Up-and-coming partner Justin Longis incredibly responsive and level headed’ and aided Brown on Main Street Bank’s recent liquidation and surrender of its state banking charter. New York-based Julian Rainero has a ‘very nice technical practice’ and heads up the firm’s broker-dealer and market regulation practice. Rainero regularly handles matters in conjunction with Robert Frenchman, who is particularly accomplished at representing broker-dealers in enforcement proceedings. William Luedke is also recommended. Clients include Priority Bank, Texas Capital Bank and Credit Suisse.

Cadwalader, Wickersham & Taft LLP is well regarded within the broker-dealer space, where the team has ‘very deep knowledge; not just of the law but also of the business practices across the industry’. This enables the team to provide ‘superior’ advice to a whole host of major clients such as JPMorgan Chase, which it is advising on its swap dealer compliance procedures. The group is also advising a raft of foreign banks on Dodd-Frank Title VII issues. The ‘superior’ Steven Lofchie is a large reason behind the firm’s success in the broker-dealer space and commands the respect of clients and peers alike as a result of his ‘excellent industry connections and his ability to think creatively’. Jeffrey Robins is also recommended and, along with Lary Stromfeld, recently undertook the major task of amending all ISDA "master agreements" used by swap dealers in the US to comply with the Dodd-Frank Act. Although the firm’s banking team is smaller and less visible in the market, under the leadership of special counsel Scott Cammarn it also handles a range of work including for newly converted bank holding companies, foreign banks looking to do business in the US, and Dodd-Frank compliance advice for major US banks. Alongside Lofchie, Cammarn is advising Deutsche Bank on the measures it needs to take to comply with the pending Volcker rule. Other clients include ING, CIT and Morgan Stanley.

Since his move to Dechert LLP in 2010, the ‘outstanding’ Thomas Vartanian has quickly ensured that the firm has significant market penetration off the back of some major mandates. For example, he is advising the bondholders in the FDIC receivership of Washington Mutual Bank. Also a former Fried, Frank, Harris, Shriver & Jacobson LLP alumni, the ‘practical, commercial and insightful’ David Ansell has vast bank regulatory expertise and recently represented East Rock Capital on its non-controlling investment in Northeast Bancorp.

Headed out of Washington DC by Christopher Bellini, Fried, Frank, Harris, Shriver & Jacobson LLP’s small practice represents banks across the spectrum of current regulatory issues including matters relating to the Volker rule and the Basel capital requirements. As well as acting for pure bank holding companies, the firm is well connected on the funds side, and is consequently regularly instructed on the regulatory aspects affecting the fund subsidiaries of banks. For example, the team is advising JPMorgan Chase’s subsidiary Highbridge Principal Strategies on numerous aspects of the Bank Holding Company Act and the Dodd-Frank Act. The firm has also handled work for Bank of America in its capacity as underwriter to financial institutions in equity offerings. Other clients include Sovereign Bank, Goldman Sachs and Capital One.

Although it recently lost broker-dealer and investment management lawyer Susan Grafton to K&L Gates, Gibson, Dunn & Crutcher LLP has ‘some of the smartest lawyers in the US’ and consequently is still seen as a safe pair of hands to advise a broad spectrum of clients across the panoply of regulatory issues. Washington DC-based Amy Rudnick is ‘one of the best enforcement regulatory lawyers around’ and continues to handle a raft of anti-money laundering matters. Rudnick is also currently representing the independent consultants in two of the residential mortgage foreclosure reviews being undertaken pursuant to consent orders entered into by the servicers with the Office of the Comptroller of the Currency and the Federal Reserve Board.

Schulte Roth & Zabel LLP’s seven-partner team provides ‘highly practical and business-oriented advice’ across the spectrum of regulatory issues affecting the investment fund industry. The ‘impressiveJoseph Vitale is ‘particularly knowledgeable regarding matters at the intersection between the private equity and banking worlds’, and has represented the Clinton Group in the acquisition of equity interests in numerous financial institutions including as lead investor in the recapitalization of Pacific Mercantile Bank. Spearheaded by the ‘outstandingDonald Mosher, the firm also excels at handling the myriad regulatory issues affecting the payments industry. The ‘premier expert in emerging payments’, Mosher is a ‘genuinely nice guy that has made great connections with regulators and has gained their respect over the years for being a responsible, smart, thoughtful and respectful attorney’. Other recommended partners include Eleazer Klein, who is ‘particularly strong advising on hedge fund regulatory compliance issues’.

Although it is less active on bank regulatory work than many of its peers, Sutherland Asbill & Brennan LLP’s ‘very responsive and knowledgeable’ practice provides a wealth of expertise in more specialized areas such as broker-dealer, investment adviser and derivatives regulatory work. Holly Smith has a ‘high level of expertise in broker-dealer regulatory issues’, and along with the ‘excellent’ Clifford Kirsch, continues to handle work for AIG’s investment management arm including on the development of a new wealth management platform and in the design and implementation of compliance structures and procedures in response to new SEC and FINRA rules. The firm’s expertise within the insurance arena was also recently strengthened by the arrival of a team of lawyers from Dewey & LeBoeuf LLP including Cynthia Shoss and John Pruitt, who previously headed that firm’s insurance regulatory practice. Team head Stephen Roth is ‘one of the pre-eminent experts in variable insurance products and mixed insurance products’, and Steven Boehm spearheads the firm’s work within the niche area of business development companies. Clients include Ares Capital, Main Street Capital and The Hartford Financial Services Group.

Spearheaded by the ‘very knowledgeable and commercial’ Derrick Cephas, following his arrival in 2011 from Amalgamated Bank, Weil, Gotshal & Manges LLP’s nascent bank regulatory group has made rapid strides in the industry. Able to leverage off the firm’s preeminent corporate restructuring reputation, the team has quickly developed an ‘excellent reputation for resolution planning’ and has handled a raft of work for some major banks on its Living Wills contingencies. The group has also worked alongside the firm’s strong private equity team to provide the concomitant regulatory expertise on deals such as Advent International’s $3bn acquisition (along with Goldman Sachs) of TransUnion. ‘Very nice guyHeath Tarbert was involved in the aforementioned deal and is recognized for his transactional and regulatory expertise involving US and foreign banks, thrifts, nonbank financial institutions, and holding companies. Clients include GE Capital, AIG and Thomas Lee Partners.

Headed out of Chicago by the ‘strategic and creativeChristine Edwards, Winston & Strawn LLP provides ‘efficient and cost-effective’ advice to banks, broker-dealers, investment managers and funds across the spectrum of regulatory coverage, oversight, enforcement and transactional activity. One of numerous lawyers in the team with former-in house experience, Edwards is well respected in the industry and provides regular counsel to the Financial Services Roundtable - a Washington DC-based trade association - across a range of Dodd-Frank matters. ‘Among the very finest regulatory practitioners in the country’, of counsel Julius Loeser has a ‘wealth of contacts in the industry, and an extensive knowledge of both the regulations and their application’. He is currently advising trade associations on Dodd-Frank implementation and providing bank regulatory advice to national, regional and local community banks and holding companies.


Municipal bankruptcy

Index of tables

  1. Municipal bankruptcy
  2. Leading lawyers

Leading lawyers

Historically one of the first firms in the municipal space, Arent Fox LLP has seen an increase in this type of work in the past year. ‘There are few firms that have the experience in a developing area of the law where there is not a vast body of legal precedent to guide decision making or to predict outcomes’. Andrew Silfen heads the bankruptcy and financial restructuring practice and has the support of a multidisciplinary seven-partner team. It primarily represents creditors, bondholders, bond insurers and trustees, but is equally equipped to act on the debtor side due to extensive Chapter 11 experience. In-court proceedings account for two-thirds of the workload, with the rest mainly consisting of out-of-court restructurings and general advisory work. The firm has ‘a good and deep bench in related practice areas’, and its advice is ‘informed, balanced and practical, enabling the making of clear and efficient business decisions’. Highly praised David Dubrow has ‘rare expertise in both municipal bankruptcy and in general municipal bond law’, is ‘extremely efficient and cost-effective’, and his ‘instincts for narrowing down the potential outcomes are peerless’. He is also ‘one of a handful of lawyers who have the broadest knowledge of Chapter 9’ and his ‘legal analysis and strategizing is top notch’. Pensions expert Carol Connor Cohen is a former general counsel for Pension Benefit Guaranty Corporation (PBGC) and her seasoned bankruptcy litigation and constitutional expertise ties in with, and adds to, the breadth and depth of the practice. Recently hired partner Mark Joachim brings deep M&A and distressed debt knowledge to the team that acted in the Stockton, CA and Harrisburg, PA defaults. The firm is also involved in the ongoing San Bernardino, CA proceedings in relation to the fate of California Public Employees’ Retirement System (CalPERS) and pension bond obligations. The firm is also advising on the proposed plan of debt adjustment that does not impact the firm’s bondholder client in the case of Central Falls, RI, which emerged from bankruptcy after just a year. Notable clients include Ambac Assurance, Radian Group, Vanguard Mutual Funds and Goldman Sachs.

Particularly accomplished on the debtor side, boutique firm Klee, Tuchin, Bogdanoff & Stern LLP’s ‘extremely professional and experienced’ seven-partner team also acts for secured and unsecured creditors. The vast proportion of the firm’s revenue though stems from debtor representations; it ‘understands budget and business needs’ and is praised equally by clients and peers. Founding partner Kenneth Klee is undisputedly an, if not the, authority on municipal bankruptcy law in the US, and was involved in drafting the current Bankruptcy Code in the 1970s. His ongoing and time-consuming engagement in Jefferson County, AL is not likely to come to an end in the near future. The county filed the largest municipal bankruptcy in US history last November, citing $4.23bn in debt. Of that, more than $3bn is related to the county’s financially struggling sewer system. In May 2012, Alabama State lawmakers rejected a bill providing the county with much needed revenue via restoration of the occupational tax; Klee argued that without a steady revenue stream the county would not be able to present a feasible adjustment plan to the court. The firm also reached a historic settlement in Mammoth Lakes, CA’s US Bankruptcy Court mandated mediation process with its biggest creditor, Mammoth Lakes Land Acquisition LLC (MLLA), reducing the $43m judgment held by MLLA against the town to $29.5m. Klee and Michael Tuchin are ‘very efficient, extremely bright, personable and calm’ and ‘respectful of an organization’s goals’. Lee Bogdanoff is also highly recommended.

Orrick, Herrington & Sutcliffe LLP’s restructuring group is ‘a leader representing municipalities’ and benefits from five partners dedicating the majority of their time to this practice area. California-based Marc Levinson is ‘very smart in how he approaches work’ and excels in advising municipalities in complex Chapter 9 cases. Praised public finance partner John Knox and the firm’s litigation department support the excellent bankruptcy team. Prominent debtor representations included the in-court proceedings in Stockton, CA and the post-bankruptcy restructuring of Vallejo, CA. The Stockton default touches upon intricate and sophisticated public finance, real estate and litigation matters. The city recently wanted to settle an unrelated lawsuit outside the bankruptcy court, a position heavily disputed by its other creditors. They are prohibited to pursue their claims through litigation due to the automatic stay on legal action against a municipality under Chapter 9 protection. Levinson’s reply raised fundamental jurisdiction issues, arguing that a US Bankruptcy Court cannot tell a municipality how to spend its money, therefore is in no position to weigh in on its settlements in state court. In Vallejo, the firm won court approval for the plan to end the city’s Chapter 9 bankruptcy, from which it emerged at the end of 2011. Ever since the plan became effective, the team has been working with the municipality to resolve claims and helped it save tens of millions of dollars by cutting retiree benefits and slashing, by two-thirds, the interest rate paid to its lender.

New York-based ‘outstandingLawrence Larose heads up the strong municipal bankruptcy practice at Winston & Strawn LLP. Its high-profile clients include MBIA Insurance, which he advised as lead counsel in its complex restructuring a couple years ago. The firm’s ‘overall service level is extremely high’ and it has ‘a strong presence in this area’. In a very busy year, it acted mainly on the creditor’s side, representing in particular bondholders and bond insurers. In the pending Chapter 9 case of Jefferson County, Larose served as lead counsel for Assured Guaranty, which has an exposure of $1bn in municipal bonds. The team argued that the county’s sewer revenue warrants should be treated as "special revenue bonds" and therefore the net revenues of the sewer system not be subject to the automatic stay; instead they should continue to be applied to the payment of debt service on the sewer revenue warrants. The firm is involved in the post-bankruptcy restructuring of Vallejo, CA and in San Bernardino, CA’s Chapter 9 case on behalf of the firm’s client, National Public Finance Guarantee Corporation. For the same client, the team filed formal objections regarding Stockton, CA’s eligibility for Chapter 9 protection, on the grounds that neither the negotiations with creditors nor the filing itself were in good faith. Furthermore, the firm represented major creditors in the out-of-court restructuring of municipal debt issued in Harrisburg and Scranton, PA as well as Detroit, MI. Samuel Kohn has been involved in many major in and out-of-court municipal restructurings.

Co-headed by Mark Ellenberg and Lary Stromfeld, the latter renowned for his ‘deep municipal finance experience’, Cadwalader, Wickersham & Taft LLP’s distressed municipal finance practice is ‘the preeminent practice for sophisticated municipal investors’ and provides ‘both legal and regulatory expertise’. Stromfeld, special counsel Douglas Mintz and the up-and-coming Ivan Loncar are ‘stars’ and ‘approachable, professional and plain-spoken’. Mintz has represented bondholders in Stockton and San Bernardino, CA, as well as Jefferson County, AL for in-court proceedings. The firm has a ‘broader municipal perspective’ and ‘an excellent practice in both municipal finance and bankruptcy and its internal team works well together’. It is highly regarded because of its ‘demonstrated ability to add value in a highly cost-effective manner’, and provides ‘thoughtful, diligent and very commercial’ advice. Four dedicated partners draw support from a large team, and service a balanced roster of clients including bondholders and other creditors as well as investors. It handles in and out-of-court restructurings and rescue, post-petition and exit financing. Owing to its constant involvement in Chapter 11 cases, the firm is adept at representing the debtor side as well and is particularly knowledgeable in the fields of monoline insurance and municipal swaps restructuring. The firm advised Securities Industry and Financial Markets Association (SIFMA) on the development of its guiding principles for the municipal derivatives market, and acted for Bank of America Merrill Lynch in relation to Detroit, MI’s declining financial condition. Other prominent clients include Goldman Sachs and Barclays. Former financial restructuring co-chair Deryck Palmer left for Pillsbury Winthrop Shaw Pittman LLP.

Boston-based ‘excellent lawyer’ William Kannel heads the multidisciplinary team at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. that predominantly acts for indenture trustees and bondholders. It is described as ‘the best at representing indenture trustees in municipal workouts and bankruptcies due to its depth’. The combined resources of the firm’s public finance, bankruptcy and restructuring and distressed tax-exempt bonds practices are equally commended by its peers. Kannel is ‘calm, excellent, very smart and knowledgeable’ and his expertise encompasses all phases of bankruptcy litigation, practice and case management from both a debtor’s and creditor’s perspective. He is ‘able to work through tense situations with multiple parties extremely effectively’. The firm is involved in ongoing Chapter 9 cases, and represents the indenture trustee for over $500m in bonds in Stockton, CA, and the largest liquidity bank in Jefferson County, AL. Richard Moche leads the nationwide public finance practice and is a senior expert on distressed bonds and tax-exempt finance. Of counsel Adrienne Walker has significant workouts, restructuring and bankruptcy know-how. With a background of over 30 years’ experience in this area, Ann-Ellen Hornidge is ‘extremely knowledgeable regarding municipal bonds’. Michael Gardener chairs the privacy litigation practice and is the go-to litigator in municipal bankruptcies. Representative clients include Wells Fargo, UMB Bank, State Street Bank and Trust Company, and institutional mutual funds.

Reed Smith LLP has a long-standing commitment to representing indenture trustees and ‘understands the business and legal issues at stake and accommodates them all’. Former leader of the commercial restructuring and bankruptcy group Eric Schaffer, counsel Mike Buckley and up-and-coming associate Luke Sizemore form the core municipal bankruptcy team. It acted for secured and unsecured creditors mostly in in-court proceedings but also dealt with non-judicial restructurings. The ‘responsive and protective’ Schaffer in particular ‘is highly strategic. He knows when to fight and when to cooperate’. He leads the team advising Wells Fargo in Jefferson County, AL’s ongoing bankruptcy proceedings, in which the bank, the largest unsecured creditor, is involved in its capacity as indenture trustee for the county’s general obligation warrants. Buckley has extensive appellate court experience and is representing Wells Fargo in relation to its $130m exposure in Vallejo, CA’s post-bankruptcy restructuring process. In Harrisburg, PA’s insolvency, the team is advising Bank of New York Mellon as trustee for defaulted incinerator bonds and is additionally active in the litigation state court. It also advised Bank of New York Mellon in two Californian Health Care Districts’ bankruptcy claims, namely those of Sierra Kings and Mendocino Coast.

Ballard Spahr LLP traditionally represents trustees and is ‘very highly regarded in municipal bond defaults’. It ‘always looks to build goodwill in a transaction’ and is ‘very proactive’. William Rhodes chairs the public finance and the municipal recovery practices, and the seventeen-partner team that is spread over several US locations. It benefits from strong public sector labor and public finance practices, the latter of which is active in all fifty states. The clear focus is on the avoidance of Chapter 9 filings. Consequently, ninety-five percent of the firm’s workload comprises out-of-court workouts, and negotiations and labor counsel advice, and only a small share of its instructions are related to in-court proceedings. The firm acts for debtors and creditors alike and particularly assists municipalities with rebuilding their tax base to improve and create new revenue streams. It was instructed by Jordanelle Special Service District, Utah to handle its state civil action and subsequently its Chapter 9 filing, which the firm successfully got dismissed and the case remanded to the district court. On the creditor side, it represented several trustees in relation with defaulted revenue bonds in the ongoing Harrisburg, PA bankruptcy and Alliance Bank in the San Bernardino, CA Chapter 9 proceedings. Accomplished litigator and partner Jeffrey Cohen recently joined from Patton Boggs LLP. His arrival adds expertise in capital and municipal recovery as well as litigation aspects of bond defaults and other financial reorganization issues to the team. Joseph Fanone is noted for his ‘experience and knowledge’ in public finance and municipal recovery.

Chair of Cravath, Swaine & Moore LLP’s restructuring practice, Richard Levin’s ‘knowledge is second to none’. The firm does not have a dedicated municipal insolvency team, but bankruptcy and corporate reorganization lawyers work closely with specialists from related practice areas such as securities, mergers and acquisitions as well as the litigation department. On the creditor side, the firm represented the Securities Industry and Financial Markets Association (SIFMA) in filing a brief in the appeal to the US Court of Appeals for the 11th Circuit from the bankruptcy court’s decision in the Jefferson County, AL bankruptcy. The brief involved untested issues of the treatment of revenues that the county pledged to secure bonds.

Jones Day boosted its business restructuring and reorganization practice with the arrival of several partners from now defunct Dewey & LeBoeuf LLP. It added four lawyers to its California location, namely Sidney Levinson, Joshua Mester and notably the nationally acclaimed Bruce Bennett and praised of counsel James Johnston. Johnston and Bennett were lead counsel to Orange County, CA in its Chapter 9 case, and have tremendous experience in the municipal space representing debtors and creditors alike. Rather than consisting of partners exclusive to this area, the municipal bankruptcy team comprises the experience of a broader base of experts in the fields that matter in municipal defaults. Its client base is mainly made up of bond insurers such as MBIA, which the firm represented in the Jefferson County, AL proceedings related to in-detail risk assessment, litigation strategies and the negotiation of any proposed plan of adjustment. The firm also acted for MBIA in Harris County Houston Sports Authority’s default regarding $900m in municipal bond debt. Heather Lennox is also recommended

McDermott Will & Emery LLP’s municipal bankruptcy practice has four dedicated partners. Chicago-based William Smith is recommended by bond insurers and trustees and has ‘a good knowledge of the municipal space’. He is a well-known expert in tax-exempt finance and healthcare-related bankruptcy and restructuring. Miles Hughes has a great track record dealing with municipal debt adjustment cases under Chapter 9, and he and Smith have represented debtors as well as creditors. The firm was instructed by Ambac Assurance to handle its $525m credit exposure to Jefferson County, AL in relation to school and lease revenue warrants. The ensuing novel argument in US Bankruptcy Court centered on a county’s power to reject a municipal lease; in the recent settlement regarding the courthouse and jail warrants, the debtor prevailed. Smith and Hughes are currently advising a private equity fund making $22m exit financing available to distressed municipality Scranton, PA. Both are also acting on behalf of trustee US Bank in San Bernardino, CA regarding sixteen separate financings amounting to $170m, all direct or indirect obligations of the distressed municipality. The firm strengthened its ‘outstanding’ bankruptcy practice in 2012 with the addition of three partners from DLA Piper, including new head of the international restructuring & insolvency practice Timothy Walsh.

Though Sidley Austin LLP does not have a dedicated practice group dealing with distressed municipalities, it is ‘doing a very good job in Stockton’ where it argued that the city does not meet the definition of insolvency. The firm has been involved in several creditor representations, and municipal bankruptcy expert Jeffrey Bjork, who has a varying number of associates and support from other departments at his disposal, is getting noticed. He acted for bond insurer Assured Guaranty in pending Chapter 9 cases Stockton, CA and San Bernardino, CA. The firm also represented Mammoth Mountain Ski Resort in the, eventually dismissed, Chapter 9 case of Mammoth Lakes. With the combined expertise of its established public finance, international bankruptcy and restructuring practices as well as its first-class appellate practice, the firm is well suited to play a bigger role in the municipal market in the future. Eric Tashman, a public finance partner in San Francisco, and Washington DC-based bankruptcy litigator Guy Neal regularly support Bjork in the municipal arena.


Not-for-profit (non profit and tax exempt organizations)

Index of tables

  1. Not-for-profit (non profit and tax exempt organizations)
  2. Leading lawyers

Leading lawyers

The ‘stellarCelia Roady leads Morgan Lewis’ tax-exempt organizations practice that provides a broad spectrum of services for a sophisticated client base. This includes advising charities, foundations, colleges and universities, museums and other nonprofit entities with a special emphasis on tax and governance issues. She ‘does a fabulous job’ and is ‘the most knowledgeable lawyer on issues relating to tax exempt organizations’, ‘a pleasure to work with and practical, creative, smart and responsive’. Matthew Elkin equally dedicates his time to the practice and has handled complex transactional matters for nonprofits, including the formation of investment funds by both nonprofit and for-profit sponsors and the acquisition and disposition of investments. The firm ‘responds quickly, thoroughly and creatively’ and the lawyers ‘are true problem solvers’. Its six-attorney nonprofit team saw an increase in work dealing with program-related investment (PRI) and a heightened interest by exempt organizations in entrepreneurial and international activities as well as public-private partnerships. It recently represented a private foundation in its PRI and establishment of a $100m equity fund and several leading economic development organizations with their investments and other program activities in Eastern Europe and Africa (Polish American Enterprise Fund and Southern Africa Enterprise Development Fund). The arrival of Alexander Reid adds extensive public policy experience to the practice, and newly hired partner Rod Donnelly focuses on tax aspects of complex international transactions.

New York-based Patterson Belknap Webb & Tyler’s twelve-attorney tax-exempt organizations team is chaired by Robin Krause and advises public charities, private foundations and other 501(c) entities. It handles governance and tax issues, international operations, gift planning, grantmaking, PRI and state and federal regulatory matters. The ‘very strong team’ has equally ‘deep industry knowledge’ on lobbying rules and restrictions, unrelated business taxable income (UBIT) and charitable fundraising. The firm’s ‘expertise, timeliness, economic value, and understanding of a foundation’s culture is unsurpassed’. It also provides ‘valuable and timely pro bono service that is outstanding’. Krause is ‘extremely knowledgeable and pleasant to work with on all exempt organizations and tax matters’, and recently began representing new client American Society for the Prevention of Cruelty to Animals (ASPCA). She assisted the Edna McConnell Clark Foundation with establishing a $53m fund, structuring its new PRI program and developing grant and sub-grant agreements. Tomer Inbar is ‘just a superstar and truly gets the complex in-house issues of a nonprofit’. Recent instructions include large multi-funder projects, restructuring a public charity’s advocacy program, international developments and microfinance. Laura Butzel is ‘excellent as an exempt organizations and private foundation lawyer’, and counsel Jean Tom is ‘very strong in exempt organizations tax law, and adept at providing strategic advice and guidance’. John Sare is ‘knowledgeable on T&E and nonprofit corporation matters, governance issues and art law’; he recently advised a US philanthropist on the establishment of a $40m perpetual scholarship program at a European university. Of counsel Rochelle Korman is also recommended. Clients include American University of Beirut, Goldman Sachs Foundation, and Global Alliance for TB Drug Development.

Simpson Thacher & Bartlett LLP operates internationally and its nine-attorney team ‘provides a full service’ in all nonprofit-related areas for a very broad client base. Its ‘deep team is ultra-responsive, has tremendous acumen, is excellent at communicating’ and ‘gives stellar service across all dimensions’. Victoria Bjorklund passed the mantle of head of the exempt organizations group on to David Shevlin, who recently made partner and ‘has a very deep knowledge of the sector’. He advises a variety of international and domestic exempt entities, including all forms of private foundations and public charities. A recent engagement was the discovery of over $1m of "excess benefits" for an environmental public charity, involving deep tax issues and Internal Revenue Service (IRS) audit work. The highly respected Bjorklund, who is ‘kind of a dean of the practice’, and was awarded the 2012 Vanguard Award for lifetime achievement and commitment to nonprofit law by the American Bar Association. In the restructuring of Community Preservation Corporation (CPC), Bjorklund led the team that represented Deutsche Bank in its capacity as agent on CPC’s $405m bank facility. Another highlight was litigation work on behalf of The Reed Foundation in the New York Supreme Court, enforcing the specific performance of a donor recognition clause in a gift agreement. True to the firm’s longstanding involvement with disaster relief work, Bjorklund chaired the Robin Hood Relief Fund that raised over $50m in the NYC 12-12-12 concert in the aftermath of Hurricane Sandy; this operation showcased several of the firm’s core competencies as it involved, inter alia complex fundraising, grant-making, international tax matters and sponsorship agreements.

Described as ‘the premier Washington DC tax boutique’, Caplin & Drysdale is ‘top quality’ and has ‘a deep bench’. Its exempt organizations team benefits from several former high-ranking IRS officials, and has represented a broad range of nonprofit organizations including private foundations, charities, US affiliates of foreign charities, churches and trade associations. The firm focuses on establishing and restructuring exempt entities, especially with regard to operational and governance issues and ‘does excellent, high-quality, timely, and cost-effective work’. Before joining the firm in 2000, highly respected and ‘very accessible’ Marcus Owens spent his entire professional career at the IRS and was the director of its Exempt Organizations Division for 10 years. He ‘transitioned well from government to private practice’ and ‘breathes life into’ the firm’s nonprofit practice. Former IRS Deputy Commissioner Mark Matthews joined the firm recently and is a member of its tax controversies and tax litigation practices. Owens recently filed a complaint with the IRS, charging American Legislative Exchange Council (ALEC) with illegal lobbying and partisan violations, that should lead to revocation of its tax exemption. William Klimon has advised over 500 nonprofits in the last decade and focuses on corporate governance and transactions.

Covington & Burling LLP’s core five-partner team provides a ‘great level of advice and has an amazing response time’. The ‘fabulous’ firm has international reach and has seen the wealthy Middle East as a future focal point for the sector. Its attorneys ‘are very responsive as issues arise, very detailed, and have a firm grasp of the issues from all points of view’, and assist a broad client base on a multitude of issues ranging from antitrust, trademarks and IP, tax to legislative and lobbying. Practice head Robert Gage and of counsel Heather Haberl provide corporate governance and real estate expertise, and are ‘very easy to speak with, very accessible and extremely competent’. Of counsel Stuart Irvin advised Developments in Literacy on bylaws, HR, compliance and contractual issues. Irvin is ‘just great’, ‘oversees everything himself, is always approachable even when on business abroad’. Equally commended of counsel Kevin Shortill advises exempt entities and nonprofits on tax, corporate governance and political & election law issues, and Jeremy Spector is a tax specialist. Both represent high-profile sports clients. In the election year of 2012, the firm acted for both sides of the political spectrum and new clients include Super PAC Priorities USA Action, Republican Committee PACs and the Qatar Foundation.

Loeb & Loeb LLP’s level of service ‘is top notch’ and the firm has ‘a strong and deep team’, with Leah Bishop and Eliot Green co-chairing the tax-exempt organizations practice. Recent tax uncertainty has influenced its scope of work, as many businesses were sold at year’s end, resulting in capital gains and accelerated charitable givings. Coming from a tax background, West Coast-based Bishop has a tremendous knowledge of trust and estates (T&E). She primarily deals with high-net-worth individuals and is ‘one of the best, if not the best, not-for-profit person’, ‘typically knows the answer right off the top of her head’ and provides a ‘level of sophistication’. She acted for The Roddenberry Foundation in relation to grant negotiations, including for the foundation of the prominent Roddenberry Center for Stem Cell Biology and Medicine at Gladstone Institute. Green is located in New York and concentrates on corporate foundations, public charities and the healthcare sector. His client base is entrepreneurial and has advised clients such as Amazon.com, Walt Disney Company Foundation and private foundations on cause-related marketing and grantmaking. The firm handles all on-going legal matters with respect to tax consulting, IP and corporate administration for a $160m nonprofit organization. The firm recently added five attorneys to its Washington DC office and two partners to its New York office. Up-and-coming Rachel Harris made partner and is an expert in international estate planning.

Nonprofit practice leader Carolyn Duronio is ‘a top domain-expert in all matters related to private foundations, trusts and estates as well as in corporate governance’, at Reed Smith LLP. She also advises on compliance with IRS and state level regulations governing private foundations, UBIT, planned giving, investment and restructuring issues. Her ‘business acumen, communication skills, response times, and range of knowledge are outstanding’ and her work for foundations, public charities and associations is praised as ‘stellar’. Martha Hartle Munsch is ‘an incredible expert in the field on employment law’; both Munsch and Duronio are ‘always clear, always accurate and get to the point quickly’. Duronio secured federal approval of an organization’s tax-exempt status, and subsequently arranged for it to parent on top of a for-profit entity, a scenario where the subsidiary dwarfs the exempt in size. She also created a very carefully structured organizational chart to make sure the exempt parent does not profit accidentally; she is now seeking to get the unique structure approved on state level. For Financial Services Organization, Duronio planned and implemented a large donor advised funds sponsor, and helped create an employee assistance fund in the wake of Hurricane Sandy.

Steptoe & Johnson LLP’s exempt organizations practice is headed by Suzanne Ross McDowell, who is ‘one of the leaders in her field’. She has an impressive breadth of experience in private practice, government and as former deputy general counsel for National Geographic. The firm’s client base consists of public charities, private foundations, quasi-governmental organizations, regulators and big government contractors. Its recent focus has been on issues related to employment benefits, corporate governance, international regulatory work and commercial transactions. The firm advised a leading scientific nonprofit organization on structural matters regarding its worldwide operations, fundraising and Internal Revenue Code (IRC) Section 501(c)(3) classification questions. McDowell recently served as expert witness in a matter related to the Lansburgh Theater in Washington DC Superior Court, where she showcased her ‘ability to explain complicated concepts of law related to supporting organizations in a simple manner’. Catherine Wilkinson, a certified public accountant, equally devotes most of her time to this practice area and deals mainly with executive compensations, tax controversies and professional standards. Clients include The Nature Conservancy and Battelle Memporial Institute; a notable new client is the American Institute of Physics.

Venable LLP has a ‘deep and exceptional level of expertise and specialists on every area of law’. The firm advises nonprofits on a wide array of matters related to tax, governance, compliance, labor, IP and lobbying. It is praised as a ‘one-stop shop for legal issues’, and delivers a ‘fantastic service’; the large and multifaceted team includes seven attorneys that dedicate the majority of their time to this practice area. Due to a continuing push from the federal tax agency to enforce existing tax laws and influence board governance, it has dealt with an increase in instructions from clients facing such scrutiny. ‘Personable, very professional, highly responsive and realistic’, practice chair Jeffrey Tenenbaum and team represented three clients in IRS audits, and subsequently in US Tax Court, examining exempt status issues and an alleged excess of compensation. The firm took an aggressive litigation stand and negotiated satisfactory settlements on all counts. It also assisted a corporate private foundation with designing an internal grant-making program, a merger and provides ongoing regulatory compliance advice. Tenenbaum, Jonathan Pompan and ‘knowledgeable and personable’ associate Matthew Journy acted as lead outside counsel for Homeowner Preservation Foundation (HPF). Tenenbaum knows ‘how to bridge the gap between theory and the letter of the law, and the reality of running a business and making management decisions’, ‘works great with boards’ and ‘really understands the association community’. Of counsel Lisa Hixknows her stuff and has a non-intimidating way when explaining issues’ and ‘seems to have above average insight’ into her clients’ memberships. George Constantine focuses on contracts, tax, antitrust, governance, and political activity matters. Other key leaders in the group are Brock Landry, who focuses on trade associations, and Robert Waldman, who focuses on charities and foundations. HSUS and American Lumber Standard Committee are among recent clients.

San Francisco-based Adler & Colvin is a much-talked about boutique firm that specializes in nonprofits and represents tax-exempt organizations and individual philanthropists. Principal Robert Wexler is ‘terrific’ and highly respected among his peers. The firm acted for social enterprise Salesforce.com Foundation, advised University of California, Berkley on charitable gift planning, and Trust for Public Land with respect to tax treatment of lobbying and political activities. The firm also provides legal counsel to $133m private foundation Cisco Systems Foundation. The firm saw a few significant changes in the past year; in December 2012 Betsy Buchalter Adler retired as senior counsel at the firm she helped found and build over thirty years ago. Name partner of the then Silk, Adler & Colvin, Thomas Silk, a recipient of the 2012 ABA’s Vanguard Award for lifetime achievement and commitment to nonprofit law, recently left to set up Silk Nonprofit Law. Remaining name partner Gregory Colvin is recommended and his practice includes political and lobbying activities of nonprofit organizations, fiscal sponsorship, donor advised funds, anonymous giving and grantmaking.

The eight-partner team at Arent Fox LLP saw a sharp rise in tax controversy-related work, and assisted clients with subpoenas and audits caused by the IRS’ substantially increased enforcement of its regulations. The firm has an international scope of work and its special expertise lies in the tax-exempt bond financing and real estate areas, servicing the trend among nonprofits to own real estate and become more entrepreneurial. A significant deal was the $260m acquisition of half a city block in downtown Washington DC by the Association of American Medical Colleges (AAMC), and the tax-exempt and taxable financing of the project; Washington DC-based Richard Newman was the lead lawyer in this transaction and ‘is in a class by himself’. He recently assisted with the financial structuring and key deal terms in the negotiations with the issuing authority and the letter of credit provider for a large private nonprofit corporation. He chairs the firm’s nonprofit organization practice that also acted as political and election law counsel for numerous clients and facilitated the launch of a new trade association. The firm represented the American Psychological Association in litigation matters, and was instructed with devising an insurance program. Eve Corbin was involved in the majority of complex tax-exempt financing transactions in Washington DC acting for clients such as Sidwell Friends School and Potomac School.

McDermott Will & Emery LLP’s nonprofit organizations practice has several locations. The internationally operating team focuses on the healthcare industry and is particularly strong on the regulatory and transactional side. Yet, the departure of Douglas Mancino, one of the country’s top healthcare and tax-exempt organization lawyers for Hunton & Williams LLP was a significant loss. Chicago-based Michael Peregrine has special expertise advising nonprofit entities on matters of corporate law and governance, acts for hospitals and major national charities ‘and never elevates form over substance’. He successfully structured highly complex transactions between a large faith-based and a secular nonprofit health system, and served as outside counsel to the America Cancer Society in connection with its corporate structure reorganization. Another matter was the successful pre-negotiation of a Chapter 11 plan for a nonprofit in which its attorneys were ‘not only outstanding as technicians and tacticians’ but also ‘worked well with our board and did a great job dealing with very difficult opposing counsel’. The firm recently assisted Tenet Healthcare Corporation with acquiring a controlling percentage of equity interest in a medical center in California. Robert Louthian III used to be an attorney in the Exempt Organizations Technical Division of the IRS, and focuses his practice on tax-exempt entities.

The ‘very prominent’ Los Angeles-based David Wheeler Newman chairs the charitable sector practice at Mitchell, Silberberg & Knupp, which brings together experts from its tax, T&E and litigation departments. The firm is an ‘expert in its field, provides great client service and is at the top’. As large charities and universities increasingly gravitate towards campaign fundraising as a means to secure funds, the firm assists with planning, structuring and documenting charitable contributions. Newman is ‘the best charitable giving and tax expert’, and recently represented UCLA Foundation in documenting a $50m donation to UCLA School of Public Health, and advised the Western Association of Schools and Colleges on structural governance issues. Another purely transactional highlight was the representation of returning client Islamic Center of Southern California, which became one of three partners of a newly founded multi-religious university in Los Angeles. The firm also performed a full federal and state nonprofit and compliance review for a major hospital. While the majority of its client base is located in California, a fair share of the work is distributed nationally. Other notable clients are Chapman University, CA and The Nature Conservancy. Tax expert Jeffrey Davine is ‘outstanding’.

Proskauer Rose LLP’s senior counsel Scott Harshbarger specializes in corporate and not-for-profit governance and comes from a background of nonprofit executive management. Jacob Friedman heads the not-for-profit/exempt organizations group. Its areas of expertise include corporate and administrative compliance, election law, ERISA, tax and labor law and litigation. The team members are ‘extremely responsive and either pick up telephone calls directly or respond immediately to voicemail messages and emails’. Its international client base ranges from hospitals, sports leagues to multimillion-dollar foundations and public charities. Due to synergies between its healthcare, corporate governance and employment practices, the firm is well placed to handle multifaceted and complex matters. Senior counsel Daniel Winslow, Harshbarger and Friedman are part of a larger team that serves as national outside counsel for Americans Elect. Monte Dube is ‘practical, always responsive, easy to work with’, and delivers ‘outstanding results’ in M&A and antitrust matters in the healthcare industry. He recently represented The Colorado Health Foundation in the sale of a $1.45bn equity share. Key clients include The Ford Foundation, Beth Israel Medical Center and Metropolitan Museum of Art.


Project finance

Index of tables

  1. Project finance: advice to lender
  2. Project finance: advice to sponsor
  3. Leading lawyers

Eighty lawyers spread across its Washington DC, New York and Los Angeles offices collectively make up Chadbourne & Parke LLP’s ‘top-tier project finance practice’, which ‘outsmarts the competition’ and impresses with its ‘responsiveness, quality of work product and knowledge of the energy industry’. Washington DC-based partners Keith Martin and Rohit Chaudhry jointly head a ‘skilled and very capable’ team that draws praise for its ‘formidable strength-in-depth’, and is singled out for its sponsor-side work in the renewables space. It has been especially active in PPP, electric transmission and pipeline projects, and has sharpened its focus on emerging markets, particularly in Latin America. In a reflection of its impressive wind and solar capabilities, the group represented Macquarie Capital and Macquarie Mexican Infrastructure Fund in its initial purchase with Fomento Economico Mexicano of the development rights to the Ion wind farm, a 396MW wind project located in Oaxaca, Mexico. The ‘technically excellent, deeply experienced and client-focused’ Chaudhry handled the $1bn deal, which was the largest wind farm to be developed and financed in Latin America. In another highlight, the ‘responsive and experiencedNoam Ayali and Benjamin Koenigsberg advised Société Générale as intercreditor bank and joint lead arrangers on the $3.6bn financing of Cheniere Energy’s $6bn Sabine Pass LNG liquefaction project. Washington DC-based Peter Fitzgerald led a team that advised the US Department of Energy on an $8.3bn loan guarantee to construct units 3 and 4 of the $14bn Vogtle nuclear project. The ‘very knowledgeable, hardworking and professionalDouglas Fried handles PPP matters from New York, and draws praise for his ‘ability to influence key decision makers’. Also recommended in New York are Paul Weber, Todd Alexander, Robert Eberhardt and tax specialist Eli Katz. New York-based Margarita Oliva recently arrived from Allen & Overy LLP, and Evelyn Lim and Paul Kaufman joined the Los Angeles office from in-house positions.

Latham & Watkins LLP’s highly regarded project finance team is spread across the firm’s New York, Washington DC, San Diego, Los Angeles, Houston and San Francisco offices, and benefits from a long-established global presence that enables it to call on 150 lawyers across its international network. It has an impressive roster of sponsor and lender-side clients, which it advises on complex US domestic and international projects, with a particular focus on the oil and gas and power sectors. San Diego-based Kelley Gale chairs the global project finance practice, and acted alongside New York-based Jonathan Rod on AES Solar Power’s development and construction financing for a $715m, 200MW photovoltaic power plant in California. In Washington DC, Paul Hunt represented The Blackstone Group as lead equity investor in its $1.5bn purchase of Class B shares in connection with the senior debt financing for the construction and operation of the Sabine Pass liquefaction facility, the first LNG export facility in the US. New York-based Warren Lilien led a team that represented Panda Power Generation Infrastructure Funds and its affiliate Panda Temple Power as sponsor and borrower in the financing of a $340m combined natural gas fired electrical generation plant in Texas. Washington DC-based John Sachs represented South Jamaica Power Company in the development and financing of a $750m oil and gas fired power project, the first of its kind in Jamaica. The ‘outstanding and highly knowledgeableChristopher Cross and Matthew Henegar (both based in New York) are also recommended, as are energy specialist Dennis Nordstrom, who splits his time between London and Washington DC, and Jeffrey Greenberg in Los Angeles. New York-based Amy Maloney was promoted to partner in January 2013.

Easily one of the best firms on the market’ for lender-side work, Milbank, Tweed, Hadley & McCloy LLP is ‘especially useful for multibillion-dollar, multi-source project financings’. The team has strength-in-depth that ‘few firms can match and none exceed, with excellent structuring skills and the finest understanding of the sector’. Clients single out its ability ‘to work in all regions and across all sectors’, including power, mining, oil and gas, petrochemicals and infrastructure. New York-based partners Eric Silverman and Jonathan Green (‘an extremely quick and excellent problem solver’) lead the ten-partner group, which is frequently at the forefront of the most complex infrastructure projects worldwide. New York-based partners William Bice and John Franchini advised Bosque Power Company on the $432m sale of a 800MW central Texas power plant to Calpine Corporation. Also based in New York, Daniel Bartfeld represented a group of international lenders in a $378m facility to finance a gas transmission pipeline being laid in the Mexican state of Chihuahua; and represented the lenders in the $900m financing of the Cerro del Águila hydroelectric plant in Peru. Washington DC managing partner Glenn Gerstell represented Inter-American Development Bank, China Development Bank Corporation, and Corporación Andina de Fomento as multilateral lenders on the $390m project financing for Sociedad Concesionaria Operadora Aeroportuaria Internacional’s redevelopment of International Airport El Dorado in Bogotá, Colombia. On the sponsor side, Los Angeles-based Allan Marks represented the project sponsors Hochtief and Meridiam in the $1.1bn Presidio Parkway PPP project for a new highway in San Francisco, California. Other recommended individuals include Carolina Walther-Meade for her mining and energy project expertise in Latin America; Washington DC-based Jonathan Maizel; and New York-based associate Roland Estevez, who ‘deserves special mention for his excellent work’.

Frederic Rich’s ‘outstanding’ New York-based team at Sullivan & Cromwell LLP delivers ‘thoughtful, reasoned and careful advice’, and is able to tailor ‘imaginative, workable, and even brilliant’ solutions to any issue. The firm is particularly noted for handling large-scale projects on behalf of sponsors, and for its proficiency in mining projects in Latin America, where the ‘extraordinary level of service’ makes it ‘worth every penny’. Although the firm’s core focus is on projects outside the US, the team is also playing a major role in the wave of LNG matters originating within the States. Rich and Inosi Nyatta - both ‘extremely intelligent and pleasant to work with’ - are advising Sempra Energy on the financing of its Cameron LNG export terminal in Louisiana. The pair also represented project company Australia Pacific LNG in the $8.5bn project financing for the development of a $20bn coal seam gas to liquefied natural gas facility in Queensland. Latin America practice head Sergio Galvis is advising the project company comprised of Sumitomo Metal Mining, Sumitomo Corporation and Quadra FNX Mining, on the $1bn financing for the $3bn Sierra Gorda copper-molybdenum project in Chile. On the infrastructure side, Christopher Mann represented Chrysler Group in the financing arrangements for its $1.1bn joint venture with Fiat and Russian credit institution Sberbank to build two car manufacturing factories in Russia. Rich is also advising Tengizchevroil (comprising affiliates of ChevronTexaco, ExxonMobil, and the Government of Kazakhstan) as borrower on the $4.5bn expansion of upstream operations at the Tengiz oil field in Kazakhstan, which involves the largest project financing to date in the former Soviet Union. Associate Werner Ahlers is also recommended.

White & Case LLP fields 17 partners, the majority of which are based in the firm’s New York and Washington DC offices, with Arthur Scavone heading the firm’s global energy, infrastructure and project finance group, and Someera Khokhar serving as its regional head. The team has a superb reputation for its oil and gas sector project financing work, and benefits from a strong following among banking sector clients. In an illustration of the firm’s global reach, Wendell Maddrey is leading a cross-office team advising Saudi Arabian Oil Company on its joint venture with Dow Chemical Company to build and operate a $20bn integrated chemical complex in Saudi Arabia. Its financing will involve multiple tranches, including a $5bn loan from the Export-Import Bank of the US. On the lender side, Lawrence Gannon represented Morgan Stanley as structuring agent and underwriter in a $1bn lease-purchase transaction to finance the 880MW John Sevier combined cycle plant in Tennessee. Scavone also represented Morgan Stanley as joint lead arranger on the B-term loan financing for the 758MW natural gas fired, combined cycle Panda Temple power project in Texas. Washington DC-based Victor DeSantis represented Citigroup Global Markets, ING Bank and BNP Paribas as lead arrangers in the $900m financing of the Amaralina Star and Laguna Star drillships. On the renewables side, Jason Webber advised the mandated lead arrangers, lenders and swap counterparties on the $410m project financing of a portfolio of nine photovoltaic solar energy generation plants in Canada to be acquired by Mitsubishi, Osaka Gas and Sharp. Other clients include Goldman Sachs, Mizuho Corporate Bank and Banco Itaú. Marius Griskonis was promoted to the partnership in January 2013.

Allen & Overy LLP fields eight partners across the firm’s New York and Washington DC offices that handle project finance matters under the leadership of the highly regarded Robert Kartheiser. The firm is a renowned advisor to export credit agencies, mandated lead arrangers and other credit agencies such as OPIC, IFC and Ex-Im Bank. It is also adept at advising sponsors and lenders on renewable energy project financings in the Americas. The team further strengthened its standout expertise in PPP infrastructure transactions with the arrival of PPP experts Kent Rowey and Dolly Mirchandani from Freshfields Bruckhaus Deringer LLP. They are advising the lender consortium to Highstar Capital and Aeropuerto de Cancún on the proposed $500m financing for the long-term lease and concession of the Luis Muñoz Marín International Airport; and Yonkers Public Schools on its multimillion-dollar PPP project. Washington DC managing partner David Slade is representing the US Department of Energy on the $673m Mesquite Solar Project in Arizona, and is also leading a team representing the agency lenders on the $4.5bn Etileno XXI petrochemical project in Mexico. On the sponsor side, New York-based Mitchell Silk advised joint venture AES Solar on the financing of the 200MW Mount Signal Solar photovoltaic power plant in California. The highly regarded Gregory Smith, who recently joined the Washington DC office from Dewey & LeBoeuf LLP in June 2012, advised Overseas Private Investment Corporation as lender to the $250m project financing of the Boshoff solar power generation facility in South Africa. Also recommended are New York-based PPP specialist Andrew Fraiser and Cathleen McLaughlin, who founded the firm’s Latin America practice. Dorina Yessios was promoted to the partnership in May 2012.

Mayer Brown draws praise for its ‘on-point, solutions-based advice’, its ability to ‘consistently meet or beat deadlines’, and for fielding ‘a particularly strong and experienced pool of partners and senior associates’. The team is ‘simply top-notch in terms of project finance generally’, with ‘remarkable strength in the power, mining and infrastructure sectors’. It has a strong following among lenders and capital investors such as Morgan Stanley, Bank of America and Siemens Financial. In 2012 it remained at the forefront of airport privatizations, representing government entities in airport transactions in the US, the Caribbean, Spain and Brazil. Chicago-based partners John Schmidt, David Narefsky and Joseph Seliga have been advising the Puerto Rico Public-Private Partnerships Authority on its proposed PPP transaction involving the Luis Muñoz Marín International Airport in San Juan. Another highlight saw Christopher Erckert, who has substantial experience in projects in Latin America, assisting Acciona Energia with two separate project bond financings for the Oaxaca II & IV wind farm projects in Mexico. The ‘vastly experiencedBarry Machlinprovides services well above and beyond’, and Paul Astolfi has ‘significant expertise in renewable energy project finance’. Houston-based Robert Goldberg, and newly appointed partner Nathan Galer are also highly regarded. Thomas Eldert was recruited from Morrison & Foerster LLP and is ‘a strong addition’ to the team.

Shearman & Sterling LLP fields ‘a solid team of knowledgeable partners’ based in New York that represents a balanced portfolio of sponsors and lenders. The firm is a first-class outfit for Latin American projects, and also attracts plaudits for its US domestic practice. Robert Freedman is advising Borealis Infrastructure on its $230m acquisition of a 49% equity shareholding in a portfolio of four US wind farms from Renováveis, and teamed with Howard Steinberg to advise joint venture Aurora Solar Corporation on its purchase of nine photovoltaic facilities in Canada. Freedman and Patricia Hammes represented Credit Suisse as joint lead arranger and joint book runner on the $750m senior secured financing for LSP Madison Funding, collaterized by a portfolio of seven power plants owned by LS Power. Hammes also advised Goldman Sachs, Morgan Stanley and Merrill Lynch as joint lead arrangers, bookrunners and syndication agents on the $455m refinancing of Astoria Generating Company Acquisitions, which owns three electric power generation facilities in New York City. It is also heavily active on the mining and minerals front; deputy group leader Gregory Tan is acting for Carlos Slim’s Minera Frisco in the $1.1bn financing of its acquisition of mining assets in Mexico from AuRico Gold, and Cynthia Urda Kassis is advising General Moly in relation to the proposed financing by a Chinese bank for its $1.2bn Mount Hope molybdenum project in Nevada.

Skadden, Arps, Slate, Meagher & Flom LLP’s project finance group is co-headed by Martin Klepper in Washington DC and Harold Moore in New York. It is a stalwart figure across the energy and infrastructure arena representing both sponsors and lenders, with a particular strength in solar projects, and is able to draw on the firm’s excellent M&A and regulatory groups to add formidable breadth and depth to its project finance expertise. Moore, Toronto-based David Armstrong and newly promoted partner Tatiana Monastyrskaya advised Bank of Tokyo-Mitsubishi UFJ and UnionBank as co-lead arrangers in the financing for Tenaska’s Imperial Solar Energy Center South, which was the largest-ever bank financing for a solar project in the US. Klepper and Washington DC-based solar expert Lance Brasher advised First Solar on the $1.9bn loan financing for its 550MW solar power project Topaz Solar Farm in California, and the project’s subsequent sale to MidAmerican Energy Holdings. He also represented affiliates of global power company InterGen and China Huaneng Group in the refinancing of AU$467m of senior secured term and working capital facilities for the Millmerran Power Station, a 840MW coal-fired plant in Australia. In the oil and gas space, Houston-based partner Ann Hawkins represented Castle Harlan, CHAMP Private Equity and Lime Rock Partners in the formation of vehicle Shelf Drilling International Holdings and its $1bn acquisition of 38 shallow-water drilling rigs from offshore-drilling contractor Transocean. Also on the sponsor side, Washington DC-based Paul Kraske advised Southeast PowerGen - formed by ArcLight Capital Partners, GE Energy Financial services and the Government of Singapore Investment Corporation - on its acquisition of Mid-Georgia Cogen, which owns a 300MW dual-fuel, cogeneration facility in Georgia. New York-based Julia Czarniak is also recommended.

Clifford Chance’s seven-partner team is rated for its depth of knowledge and its ability to draw on the firm’s expertise in various jurisdictions, as well as its outstanding capabilities in providing advice to agencies, lenders and capital market providers in the multilateral debt financing arena. David Evans and Lori Bean have continued to be heavily involved in the Department of Energy’s Financial Institution Partnership Program; in 2012, they advised it in a $1.5bn financing guarantee for the Desert Sunlight Solar Farm in California sponsored by First Solar. Bean also assisted International Finance Corporation (IFC) with its $55m investment in a holding company that will invest in solar generation assets in India, Malaysia, South Africa and Thailand over two and a half years. The team also has a strong capability in Latin American project financings, particularly in the renewable sector; Fabricio Longhin is advising IDB, IFC, BNP Paribas and a syndicate of local banks on the B bond loan for the $1bn Reventazón hydroelectric project in Costa Rica. Longhin also represented Goldman Sachs as arranger on the project bond to finance the expansion of the Paita port in Peru, and Catherine McCarthy represented IDB, EKF, HSBC, Crédit Agricole, BBVA and BNP Paribas in the $693m financing of the Mareña Renovables wind farm in Mexico. The team also represents sponsors such as Acciona Energía, Globeleq Mesoamerica Energy and Conduit Capital. Christopher McIsaac, who co-heads the practice alongside Evans, is also recommended.

Clients praise Hogan Lovells LLP’s ‘exemplary level of service’, and its ability to draw on ‘worldwide resources, substantial collective expertise and deep bench of associates’. The team, which predominantly acts for sponsors, is also singled out for its ‘top-rate’ oil and gas and energy project financing expertise. It has an established Latin America practice headed by Miami-based José Valdivia, which is particularly active in conventional and renewable energy and infrastructure projects, and is assisting a growing roster of Chinese clients investing in the region. The team advised Venezuelan state-owned oil and gas company Petróleos de Venezuela on a number of its project-related transactions, including a joint venture with PetroChina for the development, construction, and financing of an $8bn oil refinery in China. The team is also advising Recursos Naturales y Celulosas on the $200m project financing for the development of a hydroelectric generating plant in Guatemala, and is representing state-controlled Trinidad Generation in the development and financing of a $700m gas-fired combined cycle facility in Trinidad. In another highlight, the firm acted as lead project counsel for Dominion Cove Point in its project to build liquefaction facilities and LNG exporting services at its existing LNG terminal in Maryland. The ‘extremely knowledgeable, very sharp and proactive’ team includes Miami-based Miguel Zaldivar, who co-chairs the global projects practice; Keith Larson, who ‘embodies all the firm’s strengths’; and ‘excellent’ Baltimore partner Brian Chappell, whose ‘engineering background gives the team an extra edge’. Evan Koster joined from Dewey & LeBeoeuf LLP in January 2012.

Under the leadership of Michael Meyers and Daniel Mathews, Orrick, Herrington & Sutcliffe LLP’s project finance team has established a formidable reputation in PPP infrastructure work, as well as solid renewable energy and power expertise. The firm is continuing to invest in this space, and recently welcomed Neil Golden in Washington DC from Chadbourne & Parke LLP, as well as Tara Higgins, who is ‘a rare combination of friendliness, intellect and humility’; Torsten Marshall, who is ‘very knowledgeable, and great with details’; and Rafael Galvan, all from Bingham McCutchen LLP. Sponsor-side highlights included representing Macquarie and Skanska in the financial close of the 60-year Midtown Tunnel concession in Virginia, and representing a consortium comprised of Fluor and Transurban in the $935m project to build HOV/HOT lanes in Northern Virginia. On the energy side, Christopher Moore advised Spanish wind-turbine maker Gamesa Energy USA on its $900m sale of a majority interest in a portfolio of four US wind power projects to Algonquin Power Fund. San Francisco-based Mark Weitzel assisted GCL-Poly Energy with the debt financing of two solar generating facilities in California, and their subsequent sale to electric utility Consolidated Edison Development for $266m. Lender-side highlights included representing the banking consortium in the $1.1bn Presidio Parkway project in California. All individuals are based in New York unless otherwise specified.

Sidley Austin LLP made a significant investment in its project finance and infrastructure group through the recruitment of 12 partners, including seven in its newly opened Houston office. The team, headed by the highly regarded Irving Rotter, has particular strength representing sponsors and lenders in oil and gas and alternative power generation projects, and is able to call upon its full-service offering and presence in key global locations where necessary. In New York, a team led by Rotter represented Exelon Generating in its $1.36bn acquisition of Antelope Valley Solar Ranch One from First Solar, and Houston-based attorney Glenn Pinkerton acted for Cheniere Energy Partners in its $2bn sale of new senior subordinated paid-in-kind units to Blackstone Energy Partners. Also in Houston, Cliff Vrielink acted for electric utility company Dynegy in the sale of its Danskammer and Roseton power plants located in New York, a complex transaction that involved bankruptcy matters and an existing sale and leaseback structure for the assets. Another highlight saw a team led by the Washington DC-based Timothy Moran represent the lenders in the financing of the Cape Wind project, which will be America’s first offshore wind farm. Also recommended are Anne Falvey and counsel Gregory McMahon in New York; Michael Joyce and Michael Duff in Los Angeles; and Ayaz Shaikh in Washington DC.

Simpson Thacher & Bartlett LLP is ‘a great firm’ that has a superb reputation for the ‘high level’ of its domestic project finance expertise, and its ability to field ‘a deep bench of very responsive partners and associates’ who ‘can handle big, complicated transactions’ for banking and private equity clients. The opening of a new office in Houston and the hire of energy financing expert Robert Rabalais from Vinson & Elkins L.L.P. has raised its profile in the oil and gas space, which supplements the team’s traditional focus on power and renewable energy projects. In one recent highlight, Jennifer Hobbs assisted Kinder Morgan with securing over $13bn of committed debt facilities to finance its $38bn acquisition of El Paso, a deal that created the largest natural pipeline network in the US. The team has also been active in matters involving transmission projects; in 2012, the ‘timely, knowledgeable and commercially reasonable’ Alan Brenner and Olga Gutman advised Royal Bank of Canada, RBS and Société Générale as lead arrangers on a $667m secured construction, term and letter of credit facility to Sharyland Projects. Practice head David Lieberman also represented the lenders in a $386m secured construction and term credit facility for Lone Star Transmission to finance its project to build a 329-mile transmission line. In the renewables sector, the firm represented Union Bank and RBS as lenders in the $650m project financing of the Alta VII and IX wind power projects, and acted for Kohlberg Kravis Roberts and its affiliates on its acquisition of four solar photovoltaic facilities in California from Recurrent Energy. New York-based Brian Chisling was promoted to the partnership.

Predominantly based in Houston, but with partners in Dallas, New York, Palo Alto and Washington DC, the ‘thoroughly excellent’ project finance practice at Vinson & Elkins L.L.P. advises on the full range of energy and infrastructure projects, and is best known for its particular strength in oil and gas matters. The team has a sponsor-heavy client list that includes a wide array of Chinese clients investing in Latin America. LNG deals have been a key feature of 2012; highlights included representing GasAtacama on the charter and service contracts for its floating LNG storage and regasification unit in Chile. Washington DC-based practice co-head Mark Spivak and natural gas specialist David Andril led on that deal. In New York, Karen Smith and Brett Santoli handled the $200m project financing of two LNG production units on behalf of GE Energy Financial Services. Based in Houston, Douglas Bland and ‘committed, timely and attentive’ new partner Kaam Sahely assisted Dyno Nobel with the development of a greenfield plant for NH3 production, which was the first new ammonia plant built in the US in 25 years. Also in Houston, Mark Spradling and associate Katy Gottsponer advised Merchant Energy Holdings on the development and financing of a natural gas storage facility in Colorado owned by its subsidiary East Cheyenne Gas Storage. On the lender side, Karen Smith acted for ING Capital as replacement agent on the restructuring of hedging arrangements for a $688m project financing of four power plants in Texas. Houston-based attorneys John Michael and Shay Kuperman were also promoted to the partnership in 2012.

Houston-based Andrews Kurth LLP assists on both the development and the financing of projects for a host of sponsor clients. It is highly regarded in the energy space, with renowned expertise in oil and gas matters. Team head Timothy Unger and Rob Taylor advised Cheniere Energy Partners’ subsidiary Sabine Gas Liquefaction on its $3.6bn loan for the development of the LNG export project. In a reflection of its renewables capability, a team including Taylor, Dahl Thompson, Doris Rodríguez, George Humphrey and Mark Thurber acted as primary development and finance counsel to AEI and Pattern Energy Group as sponsors on a $245m wind power project financing in Chile. Once built it will be the largest wind project in Chile, and was one of the first in the country to be purely project-financed. Thompson also represented BP in its acquisition of a wind farm development asset in New York, and Thurber represented a client in a joint venture with a major gas transportation company to develop a natural gas pipeline and facilities for regional gas marketing in Mexico. Hal Haltom represented Hilcorp Resources in its $3.5bn sale of oil and gas properties in Texas' Eagle Ford shale field to Marathon Oil, and represented Cordillera Energy Partners in its $3.1bn acquisition by Apache Corporation.

One of the best for energy work, especially in the electric power sector’, Baker Botts L.L.P.’s project finance team is able to leverage the firm’s top capability in the capital markets arena, and is praised for its ‘excellent industry knowledge’. The team, headed by New York attorney William Giusti, has a well-balanced practice that handles a steady stream of work for both sponsors and lenders. Petrochemical and LNG projects have been high on the agenda; Houston-based Denmon Sigler advised Kraton Performance Polymers on an operating joint venture with Formosa Petrochemical Corporation to build a new polymers manufacturing facility in China. Giusti and Martin Toulouse also advised the administrative agent and lead arranger on a $270m term loan facility for the refinancing of a LNG project. Toulouse, Thomas Moore (a new arrival from Dewey & LeBoeuf LLP) and Stuart Solsky represented Excelerate Energy in the financing and development of a floating regasification facility. On the renewables side, Solsky, David Powers and ‘very insightful, commercially savvy and phenomenal project finance lawyerMaura Goldstein acted as lead project counsel for Buchanan Renewables in the development and $290m financing of a Liberia-based biomass business and a 35MW biomass-fired electric power generation project. Also recommended is the New York-based William Lamb (‘one of the best in the business and an excellent problem solver’), who recently joined from Dewey & LeBoeuf LLP along with Michael Didriksen. Other new arrivals include Elaine Walsh, who joined in Washington DC from Kirkland & Ellis LLP, and Houston-based Joe Poff.

The ‘always available and highly professional’ team at Cleary Gottlieb Steen & Hamilton LLP delivers ‘excellent, prompt and deal-oriented’ advice to high-profile clients such as Ports America, GDF Suez and Alpha Natural Resources. The firm works extensively in Latin America in the areas of infrastructure and renewable energy, with a particular bent towards sponsor representation. Richard Lincer recently advised Aerostar Airport, a consortium comprised of longstanding client ASUR and Highstar Capital, on its successful bid to operate the Luis Muñoz Marin International Airport in Puerto Rico. The concession will involve a $1.4bn investment in capital improvements, including an upfront $615m leasehold fee. William Gorin and Chantal Kordula represented Codelco on the $320m financing for the development, construction and operation of a metals processing plant in Chile. Kordula also advised Chilean iron ore company CAP as one of the sponsors on the project financing of a desalination plant in the Atacama region, which involved a mix of equity contributions and a $123m secured term loan. On the lender side, Carmen Amalia Corrales is advising Credit Suisse on the second tranche of financing for the completion of an office building and multi-purpose civic centre in Mexico. Jeffrey Lewis is also recommended. All the individuals named are based in New York.

Davis Polk & Wardwell LLP’s 11-partner team is headed by Waide Warner and Joseph Hadley in New York. Although smaller than some of its peers, it is able to offer ‘an excellent and focused service’ to a client roster of sponsors and lenders spanning the full range of sectors, including energy, oil and gas, minerals and infrastructure. The practice’s Latin America credentials were further strengthened with the opening of its Brazil office in 2011, and its list of international clients reflects the firm’s global focus and its strength in cross-border fund flows. In an illustration of this, Warner advised the Brazilian Embraport and sponsors Odebrecht Transport and Dubai Ports on the $1.1bn project financing for a greenfield mixed-use private port terminal at Brazil's largest privately owned port. Also in South America, he represented project company Línea Amarilla and sponsors OAS Constructora and INVEPAE in the $885m bank/bond project financing for the expansion of a toll road in Lima. The firm is also an active player in the domestic gaming sector, where the team represented Stockbridge Real Estate Funds in the $300m construction financing for the renovation and repositioning of the Sahara Hotel & Casino. The team also benefits from telecoms sector expertise, and in 2012 advised wireless telecommunications operator Digicel on the amendment and restatement of its $170m senior secured non-recourse loan facility for the expansion of its business in Papua New Guinea.

Debevoise & Plimpton LLP is particularly noted for its niche capability in PPP transport infrastructure projects, which supplements its excellent mining, electric power, oil and gas and petrochemical work in Latin America, Russia, and other emerging countries, as well as in the US. The team acts as counsel to sponsors, equity investors and lenders, and counts large corporations among its clients. Highlights included assisting: Footprint Power with its acquisition of the Salem Harbor coal and oil fired power station; Sithe Global Power with the sale of its 50% stake in cycle power generating facility Goreway station; and Mitsui in its joint venture with Codelco to acquire 29.5% of Anglo American Sur. On the lender side, the team continued to represent the US Department of Energy on the closing of the $1.2bn senior secured financing for the Mojave Solar Power Project sponsored by Abengoa Solar, and the $1.45bn loan guarantee for the Solana Solar Power Project in Arizona. Douglas Buchanan QC recently joined the New York office as co-head of the firm’s global infrastructure and project finance group. New York-based partners Darius Tencza, Ivan Mattei and Craig Bowman are all recommended.

Foley & Lardner LLP’s ‘excellent’ team is led by Charles Hedrick in Jacksonville, and has good geographic coverage through its Washington DC, New York, Milwaukee, Chicago and Los Angeles offices. It is ‘particularly knowledgeable about trends in the solar and wind industry’, and has a solid practice on the sponsor side, although lender work for tax equity investors is also a feature. The group is adept at non-recourse asset financings and related acquisitions, with a focus on domestic projects and a growing Latin America practice based in Miami. A team led by New York-based James Tynion advised First Wind on the non-recourse construction, sale and leaseback and take-out financing for a 34MW wind farm in Maine. The team also advised Citicorp Capital Markets on its tax equity investment in a $180m wind farm located in Idaho. Other highlights included representing Duke Energy on its solar project investments and financings, including a portfolio financing for nine solar projects involving institutional investor non-recourse senior debt; Milwaukee-based Jason Allen and Edward Hammond handled the transaction. On the lender side, Tynion and Chicago-based Lisa Conmy advised US Bancorp on its $467m tax equity investment in a 214MW wind farm in Illinois. On the international projects front, Allen and chair of the firm’s solar energy team Jeffery Atkin acted for GCL Solar in its $285m acquisition of a multi-phase project in Puerto Rico. Clients single out Tynion, Allen, Evelyn Kim and Elizabeth Hanigan, all of whom are ‘superior lawyers’.

Freshfields Bruckhaus Deringer LLP provides ‘outstanding’ levels of service to a host of sponsors and lenders, and is rated for the strength of its global practice and excellent capabilities in the energy, mining, metals and renewable spaces. Lisa O’Brien provides expertise in advising financial institutions, developers and multinational companies on a range of power, renewable energy and infrastructure projects in the US and abroad. She recently acted for private equity firm ArcLight Capital Partners on its acquisition of Teesside Gas Processing Plant, and Scottish Southern Energy on its $700m debt placement in the US. The ‘diligent and objective’ Melissa Raciti-Knapp is highly experienced in Latin America transactions, particularly related to projects in Chile and Mexico. She advised Spanish infrastructure operator Abertis on the €204m acquisition of three highways in Chile owned by Spanish construction group OHL; and KfW IPEX-Bank, as lender and ECA agent, and Finnish export credit agency Finnvera, on the $228m limited recourse financing for the GreenPac containerboard mill in Niagara Falls. Also recommended are newly appointed partner Doug Bacon, and associates Adam Giuliano and Raquel McKenney, who is ‘always available, and thoroughly understands the subject’. PPP specialists Kent Rowey and Dolly Mirchandani left for Allen & Overy LLP.

Fulbright & Jaworski LLP is ‘superior in its work’ and ‘obtains game-changing results’ on behalf of its clients, who praise its ‘great ability to work seamlessly with other professionals’. The firm is best known for its expertise in energy matters, and is highly active on projects in emerging markets, particularly in Africa. Oil and gas transactions are the team’s primary focus, and the firm’s merger with Norton Rose LLP in 2013 will bring top-rated mining expertise to the combined outfit. The team has solid private equity credentials and an excellent reputation for representing multilateral export credit agencies such as International Finance Corporation and the Inter-American Development Bank. Practice head Gregg Harris and Jeremy Hushon, both based in Washington DC, represented a group of multilateral and commercial lenders in the secured financing for an 87MW oil-fired power plant in Kenya. Hushon also assisted two multilateral lenders on the secured financing of two cement plants in Iraq, and a group of multilateral and commercial lenders on the financing of a 65MW land-based power project in Jamaica. New York-based Mark Tibberts advised Sumitomo Mitsui Banking Corporation as administrative and document agent, and seven other lenders on the $925m project financing of its joint venture with Dow Chemical Company for the development of a chloralkali chemical facility in Texas. On the sponsor side, Tibberts and David Gillespie advised True Green Capital Management as private equity fund sponsor and project company on the term loan financing of a $35m rooftop solar photovoltaic energy installation in New Jersey. In Houston, Gail Watkins represented CPS Energy in its $600m acquisition of the Rio Nogales Power Project, which included a natural gas combined cycle generation plant and transmission lines in Texas. The ‘meticulous, persistent and very quickJeffrey Goodman is ‘an absolutely brilliant strategist’.

The ‘experienced and knowledgeable’ team at Hunton & Williams LLP delivers a ‘fantastic’ level of service. The team is primarily East Coast-based through its New York, Richmond and Washington DC offices, and has historically been adept at sponsor representation. 2012 saw six former Dewey LeBoeuf LLP partners join its New York ranks; their focus on underwriter and private equity work adds weight to the team’s existing lender-side credentials. It is well known for its expertise in US utility and energy-related M&A transactions, as well as energy and infrastructure projects, which has seen it play a recurring role in a number of landmark projects in the US, Latin America and Africa. In New York, Raj Pande and Michael Madden advised Mitsubishi on its acquisition of a 34% equity interest in the $1bn Mareña Renovables wind power generation project in Mexico, Latin America’s largest single-stage wind farm project. The firm also advised Reliance Power as sponsor on the $2.2bn financing of Sasan Power Limited’s Ultra Mega Power Project, a 3.960MW coal-based power plant in India. On the domestic front, it assisted ArcLight Capital Partners with its $1.3bn bid on a portfolio of gas-fired power plants; and represented the investors in a $1bn financing of the Tennessee Valley Authority’s John Servier power generation facility. On the lender side, Richmond-based John Beardsworth is representing the Government of Uganda and the World Bank on the development and financing of the $1bn Bujagali Hydroelectric Project in Uganda. Practice co-chairs John Hawkins and Jeffrey Schroeder are also recommended, as are Laurence Skinner and Ellis Butler. In New York, the ‘experienced, client-centric and very personable’ Gregory Lang is ‘outstanding’.

Spread across the firm's San Francisco, San Diego, Washington DC and New York offices, Morrison & Foerster LLP fields ‘an extremely hardworking team’ that ‘performs beyond expectations’. Clients praise its ‘responsiveness, strength and knowledge in project financing structures and regulatory legislation’. The team traditionally handles agency and multilateral lender representation, with energy (particularly renewables) its strong suit. Leveraging the firm’s significant presence in Tokyo, it has a superb New York-based Japanese practice and excels at multi-jurisdictional mandates. In one recent highlight, it advised Mitsui on its acquisition of a 30% ownership stake in a portfolio of Canadian renewable energy power generation projects currently developed and operated by GDF SUEZ Canada, valued at over $2bn. The ‘very strong’ and ‘talented’ Jana Mansour is representing Toshiba on its bids to develop two advanced boiling water reactor units for two different nuclear power projects in Finland. In Washington DC, Frederick Jenney advised the US Department of Energy on £1.6bn of loan guarantees provided to BrightSource Energy, NRG Energy and Google for a 375MW concentrated solar thermal power complex in California. New York-based Peter Dopsch represented Israel Corporation’s subsidiary Inkia Energy in a $668m financing for a 513MW hydroelectric power plant in Peru. In oil and gas, of counsel Jeffrey Kayes in San Francisco and Steve Rowles in San Diego advised Clean Energy Fuels on the project financing of two liquefied natural gas plants with General Electrics. Also recommended in San Francisco are Jill Feldman, David Gold, Chris Carr and of-counsel Michael Ginsburg, who ‘provides an excellent service’.

Part of the firm’s wider banking, finance and major projects group, Baker & McKenzie’s highly capable project finance team is led by James O’Brien in Chicago, and is able to leverage a formidable network of finance practitioners worldwide to provide large-scale, cross-border financing expertise. Working closely with attorneys in the energy, mining and infrastructure group, the ‘very specialised’ team continues to act predominantly on the sponsor side, with a focus on renewable energy projects. Mona Dajani represented Sharp Electronics in the acquisition of nine large-scale solar power generation projects in Canada in a joint participation with Osaka Gas and Mitsubishi. Charles Hallab led a team that acted for The Dow Chemical Company in $1.4bn of Islamic finance facilities for the construction and operation of three petrochemical plants in Saudi Arabia. Lender-side highlights included Ata Dinlenc’s advice to Danish export credit agency Eksport Kredit Fonden on the project financing of biomass-fired power project in Ohio. José Antonio Morán also represented Spanish financial group CaixaBank as sole lender in the $25m term loan credit facility granted to ACS Infrastructure Canada for the financing of a highway project in Canada.

Alan Rafte’s project finance team at Bracewell & Giuliani LLP is principally based in Houston and New York and draws on the firm’s reputation in the oil and gas sector. It acts predominantly on behalf of sponsors, but has been committed to growing its lender-side experience in recent years. The highly regarded Robin Miles led a team advising joint venture Ruby Pipeline and its parent company El Paso Corporation on the project debt refinancing of the natural gas pipeline that runs through Wyoming, Nevada, Utah and Oregon. On the renewables front, Houston-based Thomas Tomlinson assisted a number of international commodity hedge providers on the financing of energy projects, including two wind-powered electric generation facilities in Texas and Canada. Miles also represented Macquarie Bank in its $30m project financing of rooftop solar installations in New Jersey, New York and Maryland for Hudson Solar. The team expanded its northeastern coverage in 2012 with the hire of three former partners from Dewey & LeBoeuf LLP: John Klauberg and Frederick Lark in New York, and Charles Vandenburgh in Connecticut.

DLA Piper provides ‘an excellent service’ and has ‘strong experience in project finance, particularly in power generation’. Its fast-growing practice strikes a good balance between lender and sponsor work, with a slight slant towards the latter. The team is co-headed by the highly regarded Joseph Tato, who joined from Dewey & LeBoeuf LLP, and Nicolai Sarad, and is spread across its New York, Chicago, Los Angeles and Houston offices. Its strong profile in project finance partly derives from the firm’s solid expertise in private equity and asset sales and dispositions, as well as the international breadth and diversity of its practice. In a recent highlight, Tato represented the Ghanaian Volta River Authority in the development and financing of the $270m project to expand a thermal generating facility to a combined cycle facility. Also in Africa, Tato and Sarad are advising Biotherm Energy on the prospective equity investment and financing of a 27MW wind project and two 10MW solar projects in South Africa, worth $150m. In a reflection of the firm’s strength in Latin America, Chicago-based Gianluca Bacchiocchi assisted Terminales Portuarios Euroandinos Paita and the project sponsor in a $110m Rule144A/Reg. S offering of senior secured notes, which was notable for being the first port-related project bond financing in Latin America. On the lender side, the firm advised RBC Merchant Bank (Caribbean) and a group of lenders on the restructuring, recapitalization and refinancing of a $180m project financing for Hidro Xacbal, which operates a 94MW hydroelectric facility in Guatemala. Andrianne Payson joined the New York office from Dewey & LeBoeuf LLP, and Houston-based Glenn Reitman joined from Thompson & Knight LLP.

The ‘excellentMorgan Lewis fields a ‘great all-round project finance team’ whose ‘invaluable assistance’ is ‘always top notch’. The ten-partner team, headed by oil and gas expert David Asmus, has footprints in Boston, Los Angeles and New York, and a broad range of sponsor and developer clients including BP, Total, ArcLight Capital, Everpower and Goldwind. While it is highly active in the oil and gas sector, it is also respected for its high-end renewables sector expertise, and recently enhanced its power expertise with the addition of Boston attorneys Richard Filosa and Mitchell Carroll from Bingham McCutchen LLP, who are both hailed as ‘pragmatic and excellent lawyers’. Asmus and Latin America co-chair Brian Bradshaw advised Sempra Energy on its agreements with Japanese conglomerates Mitsubishi and Mitsui and GDF Suez for the development of a $6bn natural gas liquefaction export facility at its existing Cameron LNG terminal in Louisiana. The well-respected Asmus is also representing BG on the financing of a number of projects in Brazil, including an offshore floating LNG facility, pipeline assets and an offshore oil development. Filosa and Carroll represented Energy Investors Fund on the project financing of a 750MW gas-fired power plant in Maryland for Keys Energy. Filosa also acted for HECA Project Development on an integrated gasification combined cycle polygeneration plant project in California. In Los Angeles, Wayne Song assisted First Wind with the multimillion-dollar financing of three wind energy projects, including a 69MW wind farm in Hawaii and a 105MW wind farm in Washington. Also in Los Angeles, ‘terrific business partnerRichard Shortz advised Edison Mission Energy as sponsor on the financing of the 484MW gas-fired Walnut Creek power project in California.


Structured finance

Index of tables

  1. Structured finance
  2. Leading lawyers

Cadwalader, Wickersham & Taft LLP’s elite structured products and derivatives practice lawyers are ‘responsive and, because of their breadth of experience, able to provide valuable advice early’. A comprehensive expertise in securitization, structured products and derivatives has attracted, and retained, a blue-chip following which includes ISDA, Goldman Sachs, Morgan Stanley, Barclays, JPMorgan Chase, and Bank of America Merrill Lynch. Through 2012, the group continued to work on the post credit-crunch restructuring of existing securities and also noted a modest improvement in the market for new loan-related structures including credit linked notes, repackagings and CLOs. In New York, Richard Schetman, co-chair of the financial services department, has an expert practice which ranges from derivatives to complex securitization structures. Schetman recently led the work for Barclays in a joint venture to acquire Maiden Lane III holdings of MAX CDO bonds and assisted in the unwinding and placement of underlying mortgage collateral. Co-chair Steven Lofchie, has a strong derivatives practice, as does Ray Shirazi. Ivan Loncar and Lary Stromfeld, ‘first class, a true expert’ in the municipal derivatives field, are also recommended. Securitization experts include Neil Weidner, ‘a good practitioner with tremendous experience in both New York and London securitization markets’. Weidner led the work for Bank of America Merrill Lynch in connection with a $388.5m collateralized loan obligation transaction, Symphony CLO VIII, the first CLO to price and close in 2012. Also in New York, Michael Gambro ‘knows how to position his clients in a way that gives them an advantage - in a fair manner’. Charlotte-based Stuart Goldstein handled the Arbor Realty Collateralized Loan Obligation 2012-1 transaction, the first non-static pool, managed Commercial Real Estate (CRE) CLO following the credit crisis.

Cleary Gottlieb Steen & Hamilton LLP has ‘excellent business acumen, industry knowledge and very strong teams’, and it is recommended ‘for truly complex matters’. The US structured finance, securitization and derivatives group, housed in New York and Washington DC, shares ‘the true strength of the firm, which lies in the fact that its partners bring to bear the collective wisdom of the firm; we receive integrated, holistic advice’. It is ‘clearly a top-rank firm in the equity-linked and equity derivative space’. New York’s Michael Dayan ‘is one of the top experts in the US on equity derivatives and equity linked transactions’. Also in New York, Edward Rosen is ‘excellent but always very busy’. The Washington DC group includes Mitchell Dupler, who has the ‘unique ability to explain complexities to a variety of audiences - traders, bankers and investors’; Robin Bergen, ‘an excellent deal lawyer with a very deep understanding of securities laws and the applicable regulatory regime’, who led the team acting for Citigroup Global Markets in the structuring and offering of more than $3.4bn in seven CLO transactions during the first three quarters of 2012; and Michael Mazzuchi, counsel to Bank of America in litigation concerning the notice requirements of the ISDA credit derivatives definitions. Senior counsel Linda Soldo and senior associate Scott Goodwin are also valued by clients. The group also represented the underwriters, including Barclays, Goldman Sachs, Jefferies, Mizuho, JPMorgan, and Morgan Stanley, in mortgage-backed issuances to a total value of $127bn during the first nine months of 2012.

Davis Polk & Wardwell LLPreally delivers on many levels: deep market knowledge of the area, practical approaches to complex issues, sound risk judgments and commercial savvy’. John Brandow leads the New York group, noted for equity derivatives expertise, and with a wider practice including complex structured finance and securitization. The derivatives and structured products group, which benefits from excellent tax support, ‘has a pretty deep bench given their breadth of clients and expertise’. The group includes Ray Ibrahim ‘invaluable in spotting issues and identifying practical solutions’, and ‘go-to lawyer’ James Rothwell. The group handles a high volume of complex issues. Warren Motley and Christopher Schell advised Morgan Stanley on numerous structured product offerings linked to a reference assets, including commodities, currencies, equities, rates and combinations, with an aggregate value of $3.6bn in the first nine months of 2012. Similar work was completed for Deutsche Bank, and to a similar value, during the same period. Other commended lawyers in the group include ‘cool, calm, and collected’ Sarah Beshar, who worked with ‘detail-oriented brains trust’ counsel Albert Cua on over 300 issues in the JPMorgan Structured Products Issuance Program. Other practice clients include Deutsche Bank, Société Générale, Royal Bank of Canada, Toyota Motor Credit and Wells Fargo.

Mayer Brown’s service ‘is as you would expect from a top player - its knowledge of the securitization industry is impressive and very comprehensive’. The practice is built on partner-intensive, high-value, bespoke deals and clients particularly appreciate that ‘it updates its clients very quickly and accurately on changes in the regulatory, legal and accounting framework such as Dodd-Frank’. The practice group is distributed between the New York, Chicago, Charlotte, and Washington DC offices. The New York office, which took three partners from Dewey & LeBoeuf in 2012, houses Joshua Cohn, head of the US derivatives and structured products group, and the founder of the firm’s securitization practice Jason Kravitt, who brings vast knowledge and experience to the group. Also in New York Paul Jorissen is ‘top notch’ for structured lending, as is Perry Hicks. In recent Chicago-led instructions, Jon Van Gorp, who ‘uses the expertise of his partners in a surgical way to get to the answers quickly’, and ‘rising star’ Angela Ulum, represented Bank of America in connection with the formation of the first-ever auto financing program for Volvo’s captive finance company, Volvo Car Financial Services. Stuart Litwin led the work on Porsche Financial Services first-ever securitization financing of Bentley and Lamborghini loans and leases. James Patti, who divides his time between Chicago and London, has established a reputation for complex, cutting-edge transactions in emerging markets. George Pecoulas and Paul Forrester are also recommended. In Charlotte, Carol Hitselberger is ‘knowledgeable, responsive and very client-oriented’. Practice group clients include Barclays Capital, GE Capital, GMAC LLC, Morgan Stanley and Société Générale.

Dechert LLP’s structured finance group has ‘intricate knowledge of various legal structures, the ability to think outside the box, and knowledge of the regulatory requirements surrounding structured transactions’. The group works with offerings of both traditional debt such as credit card receivables, and novel securities including pharmaceutical patent royalties, life settlements, and aircraft leases. Joseph Heil in San Francisco and Richard Jones in New York head the 16-partner securitization practice group which subdivides to some extent into asset-class teams. The firm’s penetration of the wider structured market is more limited although a strong push into the CLO market is noteworthy. Key members of the team are located across America. In New York, Patrick Dolan, ‘knows exactly where to find the talent we need in the firm’, and Malcolm Dorris is ‘highly responsive’. Dorris recently advised Guggenheim Securities as the initial purchaser in connection with a $271m Oxford Finance Funding Trust securitization of loans to pharmaceutical and healthcare companies. The Philadelphia office houses David Forti, who ‘is professional, responsive and has in-depth legal knowledge’, and mortgage backed expert Ralph Mazzeo. In Charlotte, John Timperio is ‘willing to provide legal feedback at a moment’s notice and has instilled this quality in the associates who work with him’. Clients of the securitization group include AmeriCredit, Cerberus, RBS, World Omni and Bank of America.

Morrison & Foerster LLP ‘is always available and responsive to us - no matter the time of day or day of the week, it is ready to drop everything and do whatever it takes to help’. Despite the economic turmoil of recent years, the firm’s derivatives, structured products, securitization and covered bonds practice areas have all expanded, perhaps because ‘it is quick and inexpensive relative to other large law firms in the structured note documentation business’. A recent client win is HSBC, the second largest issuer of structured products, by volume, in the US market. In a group well-balanced in age and experience, New York’s Jerry Marlatt and Ken Kohler in Los Angeles, both senior of counsel, bring gravitas; in the mid-generation David Kaufman is ‘an expert with encyclopedic knowledge of derivatives regulation in the United States’ , and younger partners including Anna Pinedo, who is ‘extremely knowledgeable and works hard to find solutions that other miss’, and Lloyd Harmetz ‘a leader in structured notes regulation and documentation’, continue along the innovation track for which the firm is known. Pinedo and Harmetz represented Royal Bank of Canada in the highly inventive EquityCompass equity risk management strategy, which provides for a return based on an asset management-type structure in a number of other products. Active clients include Bank of America Merrill Lynch, RBC Capital Markets, Goldman Sachs and Rabobank.

Shearman & Sterling LLP’s New York concentrated practice group has three partners specializing in derivatives, and six in structured finance and securitization. The first group houses Donna Parisi, co-chair of asset management, who has ‘a very able team, and delegates appropriately’. The derivatives team, which works closely with colleagues in the London office, is frequently awarded key advisory roles. Parisi, alongside Geoffrey Goldman, advises Bank of America Merrill Lynch and other US and non-US financial institutions, including Deutsche Bank, on regulatory reform and implementation raised by the Dodd-Frank Act. The group also assisted Intercontinental Exchange in the ongoing development of its ICE Clear Credit and ICE Clear Europe swap clearing houses. Another partner on the derivatives side, Azam Aziz, ‘always in tune with the market’, is known for designing complex, over-the-counter (OTC) derivative products for dealers, hedge funds and end-users. The second securitization group, which represents long-term client John Deere in connection with public and private-market securitizations of financed equipment receivables, includes Stuart Fleischmann, who is highly experienced in novel securitization transactions. William Yaro’s recent transactions include the representation of American Sugar Refining in connection with a trade receivables securitization facility arranged and administered by Rabobank. Other clients include FedEx and Delta.

Sidley Austin LLP’s ‘large number of knowledgeable partners provides a breadth of experience not found in most other firms’. Clients also comment on ‘the effective balancing of partners and junior resources to achieve efficiency and good value’. Renwick Martin in New York and Gary Stern in Chicago co-head the structured finance and securitization group. In a busy year for CMBS, New York’s Kevin Blauch and Jonathan Nunes represented Morgan Stanley in connection with two issuances of commercial mortgage-backed securities with a combined value of $2.4bn. Also in New York, Ellen Pesch has represented a number of domestic and international banks in derivatives transactions involving complex financing, structured finance and securitization elements. In the strong Chicago office, Jeffrey Weinsteinhas an excellent grasp of the business concepts, which helps a smooth and efficient execution’. In San Francisco, in addition to a large auto-loan practice, Dale Lum specializes in the use of structured financings in mergers and acquisitions and hedge fund and private equity transactions. The firm’s clients include Citigroup, Morgan Stanley, Deutsche Bank, Credit Suisse and Nomura.

Skadden, Arps, Slate, Meagher & Flom LLP is ‘great for cutting edge transactions but at senior attorney prices, only to be used for complex work’. The firm’s experts in derivatives, securitization and structured products, Richard Kadlick and Susan Curtis, co-chair the structured finance group from New York. In recent transactions, James Stringfellow advised Citigroup Global Markets, as initial purchaser, and Riverside Park CLO, as issuer, in connection with a $369m collateralized loan obligation transaction, David Midvidy acted for Mitsubishi Motors Credit of America, as originator and sponsor, and MMCA Auto Owner Trust 2012-A as issuer, in connection with a $226m asset-backed securities offering backed by prime-quality automobile retail installment loan contracts. Mark Young, based in Washington DC, heads the derivatives regulation and litigation group. In New York, Paula Greenman is expert in credit derivatives, and Yossi Vebman advises on a wide range of derivative and structured products. The firm’s structured finance clients include Citigroup Global Markets, Chase Bank, Amerigroup, BlackRock, Morgan Stanley and Grupo Mexico.

Weil, Gotshal & Manges LLP’s New York-based structured finance group, strongest in securitization, ‘staffs appropriately and uses time efficiently’. The team has been involved in some of the largest high-profile structured finance-related restructuring assignments of recent years; head of group Frank Nocco, ‘good at new projects, digs into things’, with Robert Chiperfield, represented MBIA Insurance Corporation in connection with the complex restructuring, remediation, and commutation of its multi-national CMBS exposure utilizing CDS and CDOs. Eric Peterman is a key member of the team advising the New York Liquidation Bureau as rehabilitator of the monoline insurer, FGIC; the work involved an analysis of FGIC’s entire insured RMBS and credit default swap portfolios and advisory follow up. The practice group also represented Guggenheim Partners in its purchase of an equity interest in Aircraft Lease Securitisation Limited (ALS), an asset backed securitization vehicle with a portfolio of 50 aircraft, leased to 26 airlines and valued at approximately $1bn. Also recommended, Jason Smith, ‘a workhouse, tireless, he’s a doer, he just gets down to things and gets them finished’, has extensive experience in a wide range of synthetic and derivative products, including credit default swaps, total return swaps and credit-linked notes.

Bingham McCutchen LLP ‘fields a strong team across a broad group of asset classes - extremely responsive and very efficient’. Represented on East and West Coasts, the firm has one of the busiest securitization practices in the US. Washington DC-based John Arnholz has taken over from the skilled securitization veteran Reed Auerbach as chair of the structured transactions group. Auerbach, ‘approachable, very client service-oriented and proactive’, and fellow New York partner Steven Levitan, recently assisted Sallie Mae to create a new class of securities to meet regulatory demands. Laurence Isaacson in New York is an important contributor to the bench strength of the practice; Isaacson has served as underwriter’s counsel on innovative offerings of asset-backed securities for virtually every key investment bank. Washington DC houses Robert Gross, ‘an excellent securitization lawyer, very competent in his area of expertise’. In Los Angeles, Daniel Passage is ‘an expert in highly complex structured finance, is a strong advocate for his client, and attempts to develop constructive solutions’. The group has also acted for Truman Capital Advisors, Mercedes-Benz Financial, Wells Fargo and Barclays Capital.

Clifford Chance’s ‘response times are very good, industry knowledge is very high, the strength-in-depth of team is excellent’. The New York group includes two partners, David Felsenthal and ‘intelligent, pleasant and very responsive’ Gareth Old, and the highly experienced senior counsel, David Yeres, who is ‘highly experienced and very fast in his responses’. The group attracts a steady flow of high-level advisory assignments as well as transactional matters. Recent instructions include advising various banks, including Capital Group, Standard Life Investments, Morgan Stanley Investment Management, Wells Fargo and MAN Group on the impact of the Dodd-Frank Act, including the potential regulation of swap dealers and the treatment of swaps of all types. In a project valued at $5bn, Yeres is assisting iShares in developing and establishing a series of commodity-related exchange traded funds. Old was on the team which assisted Pacific Investment Management Company LLC (PIMCO) to resolve its clients’ exposure to Lehman Brothers’ entities in the US, UK and Germany; the work involved the resolution of several thousand financial transactions, including swaps and securities. The practice group has also acted for Perella Weinberg Partners, New Oak Capital, Munich Re, and Deutsche Bank.

Cravath, Swaine & Moore LLP’s structured finance practice provides ‘business acumen, industry knowledge, strength in depth and, though expensive, value for money’. Practice group chair Joel Herold ‘understands his clients’ needs, and produces very high-quality work’. The modestly-sized team is well supported by other practice groups and has considerable expertise in innovative projects, generally acting as counsel for issuers and underwriters. The firm still handles some credit card programs for long-term client Citibank, but more commonly the instructions include more challenging assets such as cell tower rentals, whole businesses or, in a recent mandate, advising and representing DRI Capital and Drug Royalty LP1, a special purpose subsidiary of DRI’s first royalty fund, in connection with its $195m offering of notes backed by various pharmaceutical royalties. Clients of the practice group include Banco Santander, Crown Castle, Olin, Cincinnati Bell, DRI Capital, ITT and DuPont.

Freshfields Bruckhaus Deringer LLP ‘benefits from its international network and the cooperation between its New York and European lawyers, which is always impeccable and smooth’. The New York-located US practice group comprises three partners and 12 lawyers and handles matters of the highest value. Recent work has included a good deal of restructuring of underperforming portfolios and Dodd-Frank advisory mandates. Group head Brian Rance, ‘has extensive experience in structured credit products including TRS and CLOs from both the dealer and end user perspective’. Rance’s expertise in Total Return Swap (TRS) has been directed towards complex loan portfolio financing, and he has developed industry-leading documentation for Citibank, Barclays and RBS. In a high-profile instruction, the largest post-crisis CLO, a team advised Citigroup Global Markets as initial purchaser and placement agent in connection with a $1bn cash-flow collateralized loan obligation transaction managed by Guggenheim Investment Management. Jerome Ranawake, who ‘has a well-received, commercial, negotiating style’, recently advised State Street on the transactional and regulatory aspects of derivatives trading relationships, including the implementation of the Dodd-Frank business conduct rules. Clients of the practice group include Citigroup, Credit Suisse, Man Group, Kylin Management and UBS.

Fried, Frank, Harris, Shriver & Jacobson LLP provides ‘sound, commercial, reasoned, and useful advice’. The practice is strongest in the derivatives space, including equity derivatives, currency and interest rate swaps, credit derivatives, futures and options, commodity derivatives, CDOs and CLOs, as well as more esoteric risk classes. The group has been busy with advisory work arising from the application of the Dodd-Frank Act to the derivatives market. In New York, David Mitchell provides ‘very strong regulatory and industry knowledge, very thorough drafting skills and follow up’, and in the Washington DC office, Walid Khuri, who is ‘great to work with’, regularly advises hedge funds and other clients on trading and operational issues, including advice regarding swaps and other derivatives. Robert McLaughlin, led the work on the significant derivatives component for Permira in its acquisition of Genesys from Alcatel-Lucent in a cash transaction valued at $1.5bn. McLaughlin is also representing Goldman Sachs Asset Management (GSAM) in connection with extensive OTC derivatives negotiations and re-negotiations involving trading agreements with 22 different dealers, and counseling GSAM on compliance with Dodd-Frank Act requirements. In the New York office, clients recommend Lisa Mandell Schneider, ‘a sought after and busy young lawyer’.

Latham & Watkins LLP’s structured finance lawyers ‘demonstrate a remarkable commitment to us, which is evidenced by their responsiveness, availability, and teamwork’. The relatively small practice group comprises six partners and some 30 lawyers based in New York, Chicago and Los Angeles. In addition to standard securitization issues, such as credit card and auto-loan backed securities, the group is well versed in the complexities of one-off and innovative transactions such as the recent representation of Deutsche Bank in the first ever broadcast tower securitization for Richland Towers. New York’s Kevin Fingeret heads the global securitization and structured finance practice. Derivatives expert Witold Balaban was a member of the team which advised Goldman Sachs on an innovative accelerated book-built offering (ABO), which involved a $1bn package of shares in Seadrill, placed by Goldman with institutional investors in reliance on Rule 144A, and OTC put options entered into by the buyers with Goldman Sachs, which provided the buyers with downside price protection. Los Angeles-based Vicki Marmorstein is extremely experienced and expert in securitization, derivatives, and structured products generally. Ellen Marks in the Chicago office, led the representation of Goldman Sachs and Citigroup Global Markets as arrangers in the Desert Sunlight Solar Power Plant Securitization project financing component, a deal valued at $2.9bn. Graeme Smyth was promoted to partner in the New York office in January 2013. Group clients include Deutsche Bank, Bank of America Merrill Lynch, Credit Suisse, Citibank, US Airways, Ares Management, PIMCO, Discover Financial Services and Zipcar.

Orrick, Herrington & Sutcliffe LLP’s ‘entire asset-backed securities team is amazing, knowledgeable, bright, attentive, responsive and resourceful’. The firm is present in all of the major sectors of the asset backed market, including credit card securitizations, auto loan, auto lease and dealer floor-plan securitizations, mortgage securitizations and CLOs, as well as having expertise and experience in the securitization of a variety of other assets. The firm is also ‘extremely strong in derivatives and general structured finance transactions’. The firm’s acclaimed senior lawyers in the practice area include Howard Altarescu, Al Sawyers, Katharine Crost and ‘the very strong’ Joshua Raff. Alan Knoll and senior associate David Ridenour, who ‘bring their undivided attention to the project and give excellent client service’, were on the team which acted as issuer’s counsel for Barclays Bank Delaware in connection with the creation of its Dryrock platform, the first new major credit card securitization platform to be compliant with the new FDIC Safe Harbor Rule adopted in September 2010. Clients also commend several of the younger members of the team, Leah Sanzari for ‘spectacular industry knowledge’, and in the derivatives area, new partner Nikiforos Mathews, who is ‘absolutely phenomenal, very user-friendly in a highly complex area’. Orrick has served as transaction counsel and designated underwriter’s counsel on all of American Express’ registered and unregistered securitization transactions for the past 17 years. Other clients include First National Assets, Redwood Trust, Bayerische Vereinsbank, Royal Bank of Canada, and ResCap.

Schulte Roth & Zabel LLP’s New York-housed Paul Watterson, ‘practical, knows how to move deals along, and does them well’, and Craig Stein co-head a four partner group which straddles structured products and derivatives. Well supported by the tax practice, the group provides a sophisticated expertise which attracts complex instructions. In recent instructions, Philip Azzollini and Stein acted as counsel to Wells Fargo Bank on the restructuring of a collateralized debt obligation transaction. Watterson acted for as counsel to Prudential Investment Management, the collateral manager, and as US counsel to the co-issuers in connection with a CLO issuance of $413m. Stein also represented credit fund manager Claren Road Asset Management, to negotiate participation in a credit facility in the form of a Total Return Swap (TRS) with Credit Suisse Group, in which Claren acquired participation in loans to an Indonesian multinational under a revolving credit facility. Joseph Suh is recommended for his expertise across the structured and derivatives field and special counsel Kristin Boggiano highly rated in the derivatives space. The group has acted for Cerberus Capital Management, Deerfield Capital Management, Fortress Investment Group, Guggenheim Partners and Wells Fargo Securities.

Debevoise & Plimpton LLP’s structured finance department ‘keeps track of all of the moving pieces to make sure the deal closes on time’. Byungkwon Lim leads the firm’s New York hedge funds derivatives and structured finance group, which includes four other corporate and tax partners and some 15 counsel and associates. In conformity with the firm’s overall market position, the group has a particular expertise in derivatives and structured finance transactions relating to insurance and investment management products. In securitization, the departmental niche is in aircraft and shipping-related issues. Pierre Maugüé is ‘an excellent team leader, and deals well with time-pressure’, and William Beekman is ‘responsive throughout highly complex series of transactions’. Christopher Rosekrans, counsel in New York, specializes in structured finance, and ‘picks ups the case and runs with it, he’s great to work with’. The group recently advised container giant Cronos in a series of securitization transactions in which parts of the Cronos cargo container fleet were transferred to a special purpose vehicle, which then issued a total of $450m notes each backed by the containers and related assets. Active clients of the practice group include American Airlines, Norilsk Nickel, US Foods, Goldman Sachs and Swiss Re.

Greenberg Traurig LLP’s structured finance practice group is ‘top quality, extremely responsive, very knowledgeable - not inexpensive, but good value’. The 35-lawyer group, which is represented in the firm’s offices nationwide, advises in virtually every asset class in the mortgage, asset-backed, municipal and structured products markets. Members have recently advised on Federal economic stimulus initiatives, including the Term Asset-Backed Securities Loan Facility (TALF), and the Troubled Assets Relief Program (TARP). In New York, group leader Mark Michigan, who provides ‘strong knowledge and advice’, worked with Trent Murch from the Chicago office to represent CNH Capital America as issuer of an ABS backed by a pool of equipment receivables to the value of $950m. Also recommended is New York derivatives expert Sylvie Durham, ‘who I would follow if she left the firm’. Group members have acted for Deutsche Bank, WestLB, and Bank of Tokyo Mitsubishi.

Katten Muchin Rosenman LLP has added a good deal of strength to the structured finance and securitization group in recent years, the latest lateral being Stanford Renas who joined the firm from Linklaters LLP in July 2012. Renas brings wide experience of financial and physical assets securitization in domestic and cross-border transactions. The group, now consolidating its brand after the expansion, is co-chaired by Chris DiAngelo in New York and Anna-Liza Harris in Washington DC. Both co-chairs recently worked with auto-loan expert Joseph Topolski to counsel Ford Motor Credit FUEL in an innovative program in which asset-backed debt is mandatorily exchanged for Ford Credit unsecured corporate debt when Ford Credit receives an investment grade corporate rating. John Keiserman, DiAngelo and Topolski authored guidance to the American Securitization Forum about the applicability of Dodd-Frank’s Orderly Liquidation Authority to securitization. Chicago’s Kevin Foley and Kenneth Rosenzweig have deep expertise in the exchange-traded and over-the-counter markets.

Kirkland & Ellis LLP, ‘while pricey, is well worth it - the advice we receive is practical and timely - the team we deal with is excellent and it pulls in others if needed’. The 25-strong practice group regularly tops the league table for advising in asset-backed security issues by both volume and value, and is particularly strong in the automobile sector. Kenneth Morrison, who contributes widely to ABS policy reform, leads the firm’s global asset finance and securitization practice from the Chicago office, which also houses Jeffrey O’Connor, who is ‘super smart, but with the ability to explain very complex things so that everyone can understand them’, and James Antonopoulos ‘responsive and helpful, he knows our business and recognizes issues quickly’. In recent assignments, Morrison was lead partner in counseling RBS Securities and Barclays Capital in offerings of term securities backed by dealer floorplan receivables originated by Ford Motor Credit to a value of $4.3bn, and in New York Janette McMahan recently led the work for Ally Bank and Ally Financial to structure an auto receivables grantor trust to the value of $1.2bn, and advised in further transactions with a value of $8.9bn. Long term clients include Navistar Financial and World Omni Financial.

Kramer Levin Naftalis & Frankel LLP ‘has a passion for understanding the commercial side of a deal, and doesn’t let the lawyering obstruct the commercial intent’. Strong in the mid-market for non-standard securitization issues in such classes as royalties, whole business and timeshare loans, one client comments, ‘on a dollar for service basis in middle market deals, it can’t be beat’. In a recent, highly complex instruction, the team negotiated a $1.5bn structured credit product/total return swap which enabled the client hedge fund to gain synthetic exposure, on an unfunded basis, to loans made to distressed companies while retaining most of the attributes of ownership. Client-recommended lawyers include the highly experienced Gilbert Liu and Laurence Pettit. Richard Rudder ‘clearly and succinctly presents us with legal issues but he does not push his views in the presence of conflicting business objectives’. Also recommended is associate Fabien Carruzzo, who is ‘confidence inspiring and clever’. Representative clients include New York Life Investment Management, VakifBank, Credit Suisse, Perella Weinberg Partners and John Hancock.

Morgan Lewis’ practice has a strong focus on the representation of end users in the financial, corporate , and energy sectors in documenting and negotiating derivatives transactions including equity, debt, credit, commodity, interest rate, currency and weather derivatives. New York-based chair Thomas D’Ambrosio continues to grow the group and in 2012 recruited Michael Philipp and a team from Winston & Strawn LLP to the Chicago office; Philipp brings useful expertise in derivatives regulation to the practice. New York’s Georgia Bullitt is particularly expert in equity derivatives and exchange traded funds. In a recent instruction, the firm acted Auxilium to close a $350m convertible note deal with a derivative call spread overlay, and represented several corporations, insurers, investment advisers and pension funds in connection with the derivative reform provisions of the Dodd-Frank Act.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is ‘responsive, and provides excellent technical advice’. The structured finance group comprises approximately one third of the fifty strong finance departments which, with key specialist partners, operates flexibly according to the assignments on hand, and draws on the firm’s tax and bankruptcy specialists when needed. The practice is geared towards international and domestic transactions including whole-business securitizations, securitization of operating assets, and the more esoteric products rather than high-volume commoditized issues. Jordan Yarett, with a quarter century of experience in complex securitization, recently worked with Lawrence Wee to assist Barclays Capital and JPMorgan to complete a $1.6bn offering of senior secured term and variable funding notes backed by a whole business securitization of the assets of Domino’s Pizza. Robert Zochowski, expert in intellectual property issues, represented Barclays Capital in the securitization of the Miramax film library, which is the first publicly-issued securitization of film library assets and the first major film ABS transaction of any kind to close since the financial crisis. Clients include Citigroup, Barclays, the FDIC, Goldman Sachs and Major League Baseball.

Simpson Thacher & Bartlett LLP’s Laura Palma is recommended for the securitization of non-standard assets including cell-tower receivables, and complex equipment backed issues such as airplane and rental truck fleets. Derivatives partner Joyce Xu who advises financial institutions, corporate clients, hedge funds and private equity funds on the structuring, negotiation and documentation of equity, interest rate, currency and commodity derivatives, was joined in 2012 by senior counsel Jonathan Lindabury, who was previously with Goldman Sachs and has extensive experience in structuring and negotiating complex derivative and equity-linked capital market transactions. Practice clients include Barclays, Deutsche Bank, BNP Paribas, Silver Lake and Apax.

Stroock & Stroock & Lavan LLP’s lawyers are ‘outstanding, talented, dedicated individuals who always make my colleagues and myself feel that we are their most important client’. The core practice derives from an excellent knowledge of commodities markets which extends into expertise in the related derivatives. The group acts for major banks, financial institutions, investment advisors, energy companies, hedge funds and money managers. Conrad Bahlke who ‘conveys a sense of ease in the technical areas and is able to boil it down simply for clients’, is recommended for his technical expertise in derivatives field. Bahlke advises a wide range of financial institutions including private equity, hedge, and mutual funds. Boris Ziser is recommended for mortgage-backed and asset-backed securitizations, warehouse facilities, commercial paper conduits and related transactions. The firm’s clients include American Express, Bank of America, Bank of New York Mellon, iShares, Lazard, Legg Mason and Merrill Lynch.

Sullivan & Cromwell LLP’s Kenneth Raisler heads the firm’s commodities futures and derivatives group, which includes David Gilberg, who leads much of the work on establishing the legal framework for new futures exchanges, including the CBOE Futures Exchange, the Chicago Climate Exchange, and OneChicago. The derivatives group also houses Rebecca Simmons, who has a reputation for pioneering novel products and credit-risk expertise. Mark Welshimer founded and leads the firm’s structured finance group; Welshimer has represented most of the nation’s largest financial institutions, or their underwriters, in capital-raising transactions. Group clients include MetLife, Goldman Sachs and Allianz.

Winston & Strawn LLP is the ‘quickest and most dependable of any firm I have ever worked with’. The firm has an experienced and well-rounded 20 attorney structured finance practice centered in Chicago, with representation in the New York, Los Angeles and Washington DC offices. The group has an established reputation for innovative securitization. Chicago-based David Galainena has the ‘ability to work with opposing lawyers to get favorable outcomes without unproductive theatrics or confrontation’. Also in Chicago, Michael Mullins ‘the fastest and most thoughtful document producer I’ve ever seen’, recently represented Perella Weinberg Partners and its portfolio company, Northpoint Commercial Finance, as issuer’s counsel in a $100m dealer floorplan receivables warehouse facility. In Los Angeles, Warren Loui acted for Nissan Motor Acceptance Corporation, in connection with two automobile lease securitizations with a total issue value of $2.35bn. Also recommended in Chicago, Patrick Hardiman is ‘a creative thinker when it comes to developing the options’. Group clients include Deutsche Asset Management, Forestar Realty Group, GE Asset Management and Invenergy.

Allen & Overy LLP’s ‘rising star’ John Hwang advised the underwriters on the first ever US. SEC-registered covered bonds, which were issued in September 2012 by Royal Bank of Canada. Hwang is commended for ‘client service, his ability to explain complex issues in an understandable manner, and impressive technical expertise’.

Ashurst LLP is ‘responsive, creative and has a strong knowledge of OTC derivatives, securitization, regulatory and US municipal market issues’. Key New York contacts include William Gray, who ‘stays on top of developments’ and is recommended for all types of derivative transactions, and Patrick Quill who represents financial institutions as issuers, underwriters, investment managers and derivative counterparties in connection with cash and synthetic CDOs, structured note programs and credit linked securities. In Washington DC, Scott Faga’s practice includes CLOs, CDOs, derivative and other swap transactions.

Bracewell & Giuliani LLP ‘brings appropriate staffing to each deal and provides very high value for the money’. The firm is deservedly noted for expertise in the energy sector and this seam of excellence flows through into the structured finance group. Houston-based Alan Rafte chairs the firm’s energy practice and contributes to numerous financing deals. In a recent matter, Ryan Holcomb, also Houston-based, represented Citibank in a secured hedging facility for the SandRidge Mississippian Trust II, an oil and gas royalty trust owning overriding royalty interests in producing and development wells. New York-based Robin Miles worked on aspects of the ConocoPhillips spin-off of Phillips 66, which included a $1.2bn receivables securitization.

DLA Piper receives ‘extremely high marks on all aspects, including response time, and business acumen’. The head of the derivatives practice, Chicago-based Marc Horwitz is ‘very responsive and insightful, and has a strong understanding of current business issues impacting the derivatives field’. Horwitz led the work for Qualcomm in collateralized structured derivatives transactions designed to provide credit support to bond issues by Qualcomm’s Indian subsidiaries; the innovative transaction used offshore structured derivatives to provide credit enhancement to an onshore bond denominated in Indian rupees. Boston-based Ronald Borod is a senior member of the structured finance group and a securitization specialist; he recently represented Oxford Finance in connection with a securitization of a portfolio of commercial loans valued at $270m made to life sciences and healthcare companies. Michael Macaluso in New York handles domestic and cross-border asset-backed securities, and credit derivatives.

Dentons’ core securitization and structured finance group, with its busy mortgage-linked practice, is housed in New York with representation in Washington DC and Los Angeles. Led by Stephen Kudenholdt, the team has steadily expanded, the most recent lateral partner being securitization and asset-backed paper expert Kenneth Wright from Skadden, Arps, Slate, Meagher & Flom LLP. Erik Klingenberg was instructed by U.S. Treasury in connection with the Term Asset-Backed Securities Loan Facility (TALF). In a recent representation, the firm was instructed as lead transaction counsel for Credit Suisse and Barclays as underwriters of a $255m master trust Commercial Real Estate (CRE) net-lease securitization sponsored by Capital Automotive REIT.

Hunton & Williams LLP’s ‘lawyers know their areas of practice well and are able to give a considered response that rounds out their knowledge of the law with market practice’. Kevin Buckley, who divides his time between the firm’s Richmond headquarters and the New York office, co-chairs the structured finance and securitization group with Charlotte-housed Mike Nedzbala. The firm fields some 25 securitization attorneys and has a long track record of effective and innovative work in the sector. During 2012, the group acted as program counsel to Ginnie Mae in connection with 197 transactions, representing the issuance of approximately $76bn of government guaranteed REMIC mortgage-backed securities, and as underwriters’ counsel to Wells Fargo Securities in a $150m offering of sub-prime auto receivables of Security National Automotive Acceptance Company. Clients recommend Robert Hahn who is ‘not one to fly off the cuff for questions; he will take the time to seriously consider the point before answering’.

Jones Day’s practice group covers the structured finance and derivatives securities areas with recent focus on restructuring existing financings. The team has ‘a high level of business knowledge and wide breadth of experience’. In a recent instruction, the firm’s lawyers advised a major financial institution as sponsor to an asset-backed commercial paper conduit in connection with the purchase of $80m Variable Rate Term Preferred Shares (VRTP Shares) in a private placement by Eaton Vance Floating-Rate Income Trust, a diversified closed-end management investment company. New-York based Mark Sisitsky heads a practice recommended for derivatives and derivatives matters, including litigation. Alice Yurke, whose practice covers registered and unregistered structured and derivative products, is ‘very practical in framing key issues for business decision makers’. Practice group clients include Citigroup Global Markets, Kaiser Aluminum and Xcel Energy.

McDermott Will & Emery LLP’s US structured finance practice ‘gives excellent service which is equally good at all levels of complexity’. Cross-border instructions are handled seamlessly through the firm’s offices worldwide, with particular expertise in Asian and European markets. Chicago-based Andrea Kramer heads financial products, trading and derivatives group, and advises financial service firms, multinational businesses, insurance companies, hedge funds and other entities on a full range of derivatives matters, including implementation of Dodd-Frank. John Hammond in Chicago is also recommended. The firm’s clients include CIT Group, HSBC, Ingersoll Rand, and the International Swaps and Derivatives Association.

Seward & Kissel LLP acts for leading banks and financial institutions including Bank of New York Mellon, Deutsche Bank Trust Company Americas, and Wilmington Trust. Kalyan Das, head of the global bank and institutional finance group has offices in New York and London, and has a strong structured finance, asset-backed and mortgage-backed securities practice. Securitization expert Andrew Silverstein has worked on numerous major bankruptcy workouts and restructurings involving asset and mortgage backed securitizations, structured investment vehicles, CDOs and project finance. Robert Walder has been active in the structuring of new conduit programs developed in response to the post-financial crisis regulatory regime.

Sullivan & Worcester LLP’s ‘competitive advantage is the fact that while its junior staff are very solid, it is the most consistent firm in ensuring that deals are covered primarily at partner level’. In Boston, Duncan O’Brien, ‘prompt with responses and thorough’, recently acted for Master Brand Funding LLC, a special purpose vehicle owned by investment funds managed by Perella Weinstein Partners, established to acquire $300m loans made to franchisees of seven national restaurant chains. Alexander Notopoulos represented Key Equipment Finance in connection with a collateralized loan obligation (CLO) securitization for a business development company. New York-based George Lindsay chairs the practice.


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  • Austria/Malta: Schoenherr advises Oesterreichische Volksbanken on sale of Volksbank Malta

    Schoenherr, a leading corporate law firm in Central and Eastern Europe, advised Österreichische Volksbanken-AG (OeVAG) on the sale of its fully-owned subsidiary Volksbank Malta Limited to Malta-based Mediterranean Bank plc. On 11 April 2014, OeVAG and Mediterranean Bank signed a Share Purchase Agreement for 100% of the shares in Volksbank Malta. Closing shall take place after the required approvals of the relevant regulatory bodies are received. read more...
  • Austria: Stefan Kuehteubl new head of Employment practice at Schoenherr

    Stefan Kuehteubl will join Schoenherr, a leading corporate law firm in Central and Eastern Europe (CEE), as a partner and the head of the firm's Employment practice as of July 2014. A highly-regarded employment law practitioner, Kuehteubl will be returning to Schoenherr, where he previously worked as a member of its employment team between 1999 and 2004. During the past ten years, he worked in a well-known Vienna-based employment law boutique, in which he was a partner since 2008. read more...
  • Proud to continue charitable donations in 2014

     Read more...
  • New Swiss Law on Product Safety

    The Swiss law on product safety ( Produktesicherheitsgesetz, PrSG) is currently scheduled to enter into force on July 1, 2010. This new law aligns Swiss product safety requirements with EU law. It applies not only to manufacturers, but to anyone who commercially or professionally markets products in Switzerland, and it introduces substantial new obligations before and after the sale of a product.
  • Chambers Global has once again recognised Pepeliaev Group's tax practice as the best in Russia

    The Chambers Global 2014 international ratings have hailed Pepeliaev Group's tax practice and the firm's managing partner Sergey Pepeliaev as Russia's best in the area of taxation (band 1 and Star Individuals). Commentators describe Mr Pepeliaev as "the father of Russian taxation." He has an outstanding reputation in tax litigation, for which he is said to be "absolutely brilliant." In addition, Chambers Global  lavishes praise on Rustem Ahmetshin (band 2), one of the firm's senior partners, who has considerable expertise in areas such as VAT and audit advice. Chambers Global sources commend Pepeliaev Group partner Valentina Akimova (band 3) as a "smart tax specialist." She has significant experience in a wide range of tax matters such as VAT, income tax and excise duties. Sources recommend Andrey Nikonov (band 3), another senior partner in the firm, as an authority on VAT, mineral extraction tax and unified social tax.  Chambers Global also rates Mr Nikonov highly for his experience in resolving tax disputes advising on the tax aspects of M&A transactions.
  • DHIR & DHIR ASSOCIATES ADVISES NATIONAL HOUSING BANK ON THE TRANCHE- II OF PUBLIC ISSUE OF TAX FREE

    Dhir & Dhir Associates advised National Housing Bank, wholly owned by Reserve Bank of India, on the Tranche- II of public issue of tax free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act, 1961, aggregating upto Rs. 1,000 Crore.
  • WHAT CANNOT BE DONE DIRECTLY CANNOT BE DONE INDIRECTLY ANDHRA PRADESH HIGH COURT

    In a recent landmark judgment of the Hon'ble Andhra Pradesh High Court in the matter of Deccan Chronicle Holdings Ltd. (DCHL) & Ors. Vs. Union of India & Ors ., the Hon'ble Court has laid down an important principal of law to the effect that SARFAESI Action can be taken by an assignee/ successor in interest only if the original lender had SARFAESI power.
  • DHIR & DHIR ASSOCIATES ADVISES NATIONAL HOUSING BANK ON THE PUBLIC ISSUE OF TAX FREE BONDS AGGREGATI

    Dhir & Dhir Associates advised National Housing Bank, wholly owned by Reserve Bank of India, on the public issue of tax free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act, 1961, aggregating upto Rs. 2,100 Crore.
  • Angel Buzalov from “Popov & Partners” has participated in “Legal Day 2014”of GBICC

    On 20.03.2014 was carried the first part of the annually organized forum "Legal Day" of German-Bulgarian Industrial Commercial Chamber. Representatives of the leading legal companies in Bulgaria and industry representatives also took part in the event.
  • “Popov & Partners” took part in the consultations organized by the German-Bulgarian Industrial C

    On 24.03.2014 a meeting of the Advisory Board "Law" of the German-Bulgarian Industrial Commercial Chamber (GBICC) was held. The event was attended by representatives of the business as well as lawyers from major law firms in Bulgaria, including the law firm "Popov & Partners."