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Overview

Despite difficulties for aviation and transportation finance, the market has shown some signs of improvement, such as the re-opening of the securitization market, after a dearth of this type of capital raising in recent years. There has also been increased interest in transportation finance initiatives by private equity players, which may add welcome stability and generate more mandates. However, due to continued reluctance for banks to lend, there remains a focus on alternative methods of raising capital, such as through export credit agencies and capital market secured debt-related transactions, and firms continue to act on various types of refinancing and restructuring. The American Airlines bankruptcy has been a significant source of work for many firms. Uncertainty continues to grow in the market as lenders and borrowers as a result of the instability of traditional lenders in Europe.

Bank lending saw an unsettled 2011, with an active and busy first half of the year giving way to a far less productive second half. The retrenchment of European banks from the US market was a defining feature; mounting problems across the Atlantic prompted banks to decrease their level of investment. There is general uncertainty as to how 2012 will progress, and it is difficult to ascertain clear and definite signals for the bank lending market amid the volatility; much like the wider economy, bursts of activity are followed by punctures in confidence, followed by renewed activity

Both the debt and equity capital markets remained fairly turbulent in 2011, despite an optimistic outlook at the end of 2010. There was a notable. increase in work during the first two quarters of the year, with many firms picking up postponed IPOs and other offerings. However, volatility swiftly returned at the mid-point of 2011, with the markets strongly reacting to the Eurozone crisis and the US debt ceiling issues debated in Congress. Consequently, companies and financial institutions exercised great caution in any capital-raising initiatives for the rest of the year. Despite this, the high-yield debt markets remained attractive, and several firms continue to seek to develop and establish their practices in this highly productive arena. The equity markets are also set to be busy at times throughout 2012, as the SEC deals with one of the largest backlogs of IPOs in recent years. Likewise, private equity exits will also bring new companies to market, and law firms will certainly be required in these offerings.

Furthermore, 2012 hails the coming of an election year, and undoubtedly there will be more instability across all types of offerings in capital markets work. While some areas appear to have made a recovery, the debt, equity and high-yield debt markets are still far from booming. Firms with global capabilities, especially in the Latin America and Asia-Pacific regions, can continue to expect a far more regular and reliable workflow than the current US markets allow.

Despite negative predictions, the market managed to stave off the long-awaited tsunami of corporate bankruptcies for another year and there were few filings in the first half of 2011. However, quarter four of 2011 and quarter one of 2012 saw bankruptcy numbers rise considerably and firms are gearing up for the anticipated flood. In addition to the series of major matters that continue to rumble on (Lehman Brothers being the most notable example), several new high-profile Chapter 11 cases have hit the market including those of US supermarket chain The Great Atlantic & Pacific Tea Company, which has assets of $2.5bn and a workforce of over 40,500 people, and MF Global – notable for being the largest commodity broker bankruptcy in history. Firms are expecting more headline bankruptcies as companies who struggled to deal with the post 2008 recession finally get pulled under by the new market turmoil. The financial services, retail, manufacturing and real estate industries continue to be the most vulnerable to shocks although, going into 2012 municipal bankruptcies are also on the rise and health sector bankruptcies are expected to follow from the health shake-up.

Firms who draw the largest share of debtor-side mandates are widely considered to be the specialists in this area and these roles tend to be the preserve of large full-service firms, who have the critical mass, ability to tap into other complementary practice areas and international offices – given the often cross-border nature of most significant corporate meltdowns. However, the most experienced firms can usually turn their hand to both creditor and debtor-side work.

Many of the high-ranking practices 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 between companies operating in 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 greater scrutiny by US regulators. This section ranks those firms whose financial services litigation teams are able to represent financial services entities, from global investment banks to insurance companies, in high-stakes litigation. Leaders in this space typically have a stronghold in securities law, financial services regulations and white-collar crime, as well as a robust presence in New York. Credit is also given to practices that have substantial experience in investigations or inquiries by the US Securities and Exchange Commission (SEC), the Department of Justice (DoJ) or other authorities.

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 has to be viewed. Coming in at over 2,300 pages and with much of it still yet to be implemented or in its formative stages, financial services clients are understandably uncertain and wary as to its effect on their day-to-day operations or strategic decisions. Many law firms have developed working practice groups focusing on the Act, aimed at advising clients within the industry on compliance and legislative issues. While 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. 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.

As the economy took a downturn in 2010, many predicted a wave of municipal bankruptcies under Chapter 9, Title 11 of the United States Code, which covers municipalities and the restructuring of their debts. Since the Code’s enactment in 1937, only 629 municipalities have sought protection. Although the predicted wave of bankruptcies did not transpire in 2011, there was an increase in Chapter 9 filings compared to previous rates including a number of high-profile municipalities which declared themselves bankrupt and thereby attracted media attention. Bankruptcy practitioners broadly agree that the rate of bankruptcies is unlikely to increase for reasons including the stigma attached to a municipal bankruptcy, the politics of such proceedings and the costs of such an action. Many attorneys instead expect an increase in workouts and negotiations as cities struggle with mounting debt and reduced revenue streams.

This section ranks practices best placed to assist municipal clients through Chapter 9 proceedings and, indeed, bankruptcy avoidance.

The not-for-profit section has been introduced in order to reflect the value and continued growth of the not-for-profit sector, which accounts for 10% of US GDP. The section focuses on advisory teams dedicated to the sector. Clients may include Fortune 1000 private foundations, large national trade associations, charities, educational institutions and other not-for-profit entities. Leading firms in this space will act as general counsel for not-for-profit organizations in matters of governance, tax-exemption issues, government relations, lobbying and fund structuring, and general legal support.

The last quarter of 2011 saw a rise in finance activity as a number of projects raced to take advantage of the Department of Energy’s loan guarantee program, which ended in September 2011. The close of the program, which provided $16bn in guarantees to 28 projects ranging from nuclear power, solar, wind and biofuels among others, has led to speculation as to whether the renewable energy market will sustain the activity levels of recent years without it. Firms have continued to look to the oil and gas sector to drive activity, particularly in emerging markets such as Latin America and Africa where deals continue to be made, while appetite for nuclear projects has diminished in light of the partial meltdown of the Fukushima Daiichi nuclear plant incident in Japan. Infrastructure projects remain a core focus as the US government seeks ways of boosting economic growth through labor-intensive construction mandates.

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) enjoyed a resurgence in 2011, 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

The asset finance and leasing practice at Clifford Chance is predominantly known in the aviation sector, where it has ‘very good industry knowledge, strength-in-depth of team and represents excellent value for money’. The group, headed from New York, has a wealth of experience acting on significant mandates for leasing companies, underwriters, banks, airlines and export credit agencies. The five-partner practice is co-headed by the experienced and well-regarded duo of Zarrar Sehgal and John Howitt, and has a truly global reach, with offices and colleagues across the globe, notably in London, Hong Kong and the Middle East – leaving it well positioned for cross-border transactions. Illustrative of this was the US team’s representation, with the support of colleagues in Sydney, of Ireland-based FLY Leasing in its $1.4bn acquisition of a 49-aircraft portfolio from Australia-based Global Aviation Asset Management. In other work, Howitt recently represented AerCap on its sale-and-leaseback arrangement with American Airlines to finance 35 Boeing 737-800 aircraft; and Sehgal acted for initial purchasers Crédit Agricole Securities and Goldman Sachs International on King International Leasing’s US €155m note issuance, which was guaranteed by US Ex-Im Bank. Geoffrey White, who has undertaken noteworthy mandates for Air India and Ansett Worldwide Aviation Services (AWAS), has ‘immense knowledge on aircraft financing’ and is ‘able to negotiate at any level’.

Milbank, Tweed, Hadley & McCloy LLP is a ‘solid firm’ in the aviation and transportation finance space. The practice pools together partners from the corporate, finance, securities, tax and private equity teams resulting in a group with significant breadth and depth. Transactions handled range from M&A involving airlines and aircraft leasing companies to financing or refinancing of aviation assets; its client base predominantly consists of underwriters, airlines and leasing companies. Drew Fine, chair of the finance practice, combines ‘excellent industry knowledge, expert advice and a very practical and pragmatic attitude’. He is an expert in deals involving aircraft, vessels and train rolling stock, and is particularly experienced in enhanced equipment trust certificates (EETC). The well-regarded Helfried Schwartz recently advised Goldman, Sachs, Citigroup and Credit Suisse and a syndicate of other underwriters on US Airways’ $500m public offering of EETCs in three tranches. The team has an impressive global reach, and routinely undertakes global transactions with the support of colleagues in Munich, London and Latin America. Elihu Robertson in New York represents underwriters, lenders, borrowers and lessors in the financing of aircraft, engines and flight simulators, and has strong contacts in London and Hong Kong. He also recently worked alongside the Sao Paulo office to represent Brazilian airline GOL Linhas Aeras Inteligentes in a $100m direct minority investment by Delta Air Lines. In 2012, Elliot Gewirtz worked with colleagues in London, Munich and Washington DC to advise Sumitomo Mitsui Banking Corporation on its $7.3bn acquisition of RBS Aviation Capital, which created the world’s fourth largest commercial jet aircraft leasing company.

Vedder Price has a multi-faceted practice, and, while it is many clients’ ‘go-to US law firm’ for aviation financing, it is also adept at deals involving shipping, rail and miscellaneous equipment; and has become a ‘firm of choice regarding the metal issues in the transportation sector’. Clients include banks, venture capital firms, lessors and airlines, and the firm has experienced an increase in the number of mandates from export credit agencies and in restructuring transactions. ‘The industry knowledge is outstanding’ across the group, which has a deep bench of partners, including the Chicago pair of hugely experienced practice head Dean Gerber and ‘problem-solver’ Geoff Kass. Cameron Gee in New York has ‘comprehensive knowledge of asset finance across equipment categories, and is commercially and legally excellent’. Edward Gross in Washington DC is expert in equipment financing, and has ‘an expansive industry knowledge and a great knack for transaction and negotiation strategy’. Michael Edelman, Ron Scheinberg and Jeff Veber ‘have in common a very high degree of legal knowledge, commercial aptitude and relevant experience’. Recent work for the group includes advising Airbus on the $5bn part financing of American Airlines’ purchase of 260 A320 and A320neo aircraft and the €156m issue of euro-denominated notes by US Ex-Im Bank to finance eight Boeing 737s to be operated by Ryanair.

Holland & Knight LLP is a key player within the transport industry, and ‘has the competency and sophistication of a cutting-edge international firm but the personality of a community law firm’. Although the 40-lawyer team’s main focus is on aviation, ‘all of its maritime attorneys are first-rate’, and it is also active in rail and other equipment financing. The bulk of the practice’s work involves complex transactions such as domestic and cross-border acquisitions, financing and leasing of aircraft, in addition to bankruptcies and restructuring mandates. This ‘highly responsive and competent’ team includes John Pritchard and Fred Bass in New York, as well as Audrey Sung and Bill Piels in San Francisco, all of whom are highly regarded. The group also includes ‘knowledgeable’ senior associate Phillip Durham, who provides ‘superior service’, and Richard Crowley, who is the key contact for tax matters. GE Capital Aviation Services provides a steady stream of cross-border work; Piels, Sung and Durham recently advised it on a $290m securitization of a portfolio of 30 commercial jet engines subject to leases with 18 different lessees in 14 countries. Other recent matters include advising Nordea Bank Finland on a $719m loan to DSS Vessell II for the purchase of 30 Liberian and Panamanian special purpose entities, each of which is the owner of a Hong Kong flag vessel.

White & Case LLP’s ‘highly skilled and knowledgeable’ group predominantly acts on aviation or ship finance, or on an array of related transactions such as securitizations, export-credit financings, warehouse facilities and acquisitions. Clients include financial institutions, lessors, airlines, manufacturers and credit support providers. The US-based team fields 12 partners across offices in New York, Los Angeles and Miami, and is praised as being ‘not just legally knowledgeable but also aware of the business and commercial issues’. The US group can call on the support of 40 other asset finance lawyers internationally, who can assist with cross-border transactions and international tax matters. Global practice head Richard Smith leads from Los Angeles, and is a key figure in the group’s representation of International Lease Finance Corporation, for which the team recently acted on the transfer of 54 aircraft in connection with its $1.5bn secured loan from Citibank, Credit Suisse and BNP Paribas. The ‘exceptional’ Michael Smith in New York is noted for his aircraft financing work, and recently advised Aviation Capital Group on the sale of $750m senior unsecured notes. The group has also recently acted for US Ex-Im Bank and Banco Nacional de Desenvolimento Economico e Social.

Debevoise & Plimpton’s ‘outstanding and knowledgeable’ team is particularly strong in the representation of US-based airlines, including American Airlines and Delta Air Lines. Its transactional expertise spans a wide range of matters including operating, leveraged and cross-border leases, airline securities offerings such as EECTs, and fleet restructurings or refinancings. The ‘exceptional and intelligent’ department chair John Curry leads the practice from New York and is an active participant in the majority of the group’s transactions, with particular focus on complex matters such as EETCs and capital markets offerings of leveraged lease debt. Recent highlights for the group include representing American Airlines in the $13bn financing of 460 Boeing and Airbus aircraft, and representing the same carrier in its $1.38bn EECT offerings, which covered a total of 73 aircraft. Project and equipment finance expert Darius Tencza continues to advise JFK International Airport on the development and financing of Terminal 4.

Pillsbury Winthrop Shaw Pittman LLP’s ‘professional and experienced’, five-partner practice is led by lawyers in New York, Washington DC and California, and has a strong emphasis on aviation finance. The team deals with a mix of work, including secured financing, operating leases, and bankruptcies, and is particularly adept at dealing with export credit transactions; its clients includes major banks, syndicated lenders, airlines and manufacturers. Michael Schumaecker leads the practice from New York, and has 25 years’ experience advising international lenders and airlines. Payson Coleman has ‘great experience and wide knowledge in the field’, and is praised for his international connections. Charlotta Otterbeck has ‘the ability to see the whole picture, as well as dive into the smallest details, and provide a grounding; and solid knowledge and experience’. The group recently advised Natixis as liquidity provider on Delta Air Lines’ $395m offering of pass-through certificates, and Morgan Stanley as liquidity provider for American Airlines’ offering of $725.6m pass-through certificates.

Fulbright & Jaworski LLP’s equipment finance group is based in New York. Its clients include financiers and manufacturers of industrial and transportation equipment, which the team advises on leasing and financing of commercial and corporate aircraft, rail stock, and ocean-going vessels, as well as manufacturing, mass transit, and other equipment. Practice head James Tussing has 30 years’ experience, encompassing debt and lease financings of equipment, M&A-related transactions, reorganizations and litigation. His clients have included Republic Airways Holding and Focus Air, and work has included the sale or acquisition of aircraft, and the establishment of leasing joint ventures. Sean Corrigan, Marc Latman and David Gillespie are the other key figures in the team.

Mayer Brown has an ‘extremely responsive and very knowledgeable’ group, which shows ‘good business sense’ and substantial market knowledge across all transportation sectors with particular emphasis on equipment, rail and shipping. The six-partner team has experience in complex financings and transactions, such as cross-border leveraged leases, EETCs and debt pass-through trusts. The group is led by George Miller in New York, with support provided from Chicago and Los Angeles, as well as by colleagues in France and Asia. Recent highlights for the group include advising Credit Suisse on an $587m securitization of TRIP Rail Master Funding equipment leases, and assisting Jackson Square Aviation with the warehouse financing of various aircraft. The group also advised Dell, Dell Financial Services and Dell Asset Securitization Holdings on a $450m conduit financing facility. Miller recently represented an international steel producer in a $30m refinancing by Mass Mutual of an iron ore vessel. Tax lawyers Jeff Davis in Washington DC and William Levy in Chicago provide the group with valuable support.

Sidley Austin LLP’s New York-based transportation practice advises on a variety of asset-based transactions relating to equipment including aircraft, rail cars, containers, and shipping vessels. Clients include underwriters, lenders, insurers, borrowers and manufacturers. Paul Risko’s clients includes asset management firms, investment banks and pension funds, and his expertise spans securities, corporate finance and private equity; he has strong ties to the industry in Asia Pacific. Of counsel Rory Kelleher is also recommended; his practice is centered on aircraft finance, structured finance and equipment leasing. He predominantly advises manufacturers of aircraft and aircraft equipment or rail transportation products, as well as financial institutions and leasing companies. Past work has included advising a lender in relation to the Delta Air Lines bankruptcy, and representing an aviation corporation on aircraft purchase agreements with Airbus SAS.

Simpson Thacher & Bartlett LLP’s niche practice ‘stands out as being qualified in different areas to those in the asset finance market’ – its practice covers asset finance in a broader sense, predominantly advising on unique and complex secured finance transactions. While the group is based in New York, the work undertaken is of a truly global nature, and the client base is equally varied: including lessees, equity investors, lenders and underwriters in lease financings. On the banking and finance side, the ‘highly qualified’ Alan Brenner has ‘deep knowledge of aviation finance’, and mainly acts for airlines and lenders. Brenner recently advised Airbus on its contract for American Airlines to acquire 260 aircraft, and represented a subsidiary of the Brazilian Development Bank in relation to the bankruptcy of Mesa Airlines, to which the bank was a lender on leveraged lease transactions for 36 aircraft. Laura Palma, whose expertise includes complex automobile transactions, leads on the securitization side.

Cadwalader, Wickersham & Taft LLP is known for its expertise in the aviation sector, and advises clients on the sale, purchase, leasing and financing of aircraft and related equipment. Clients include underwriters, lessees, lessors, and the gamut of financial providers, as well as airlines. It represented Northwest Airlines for a number of years until its bankruptcy, and acts for Delta Air Lines and Jet Blue Airways. Work highlights have included representing Bank of America Merrill Lynch as underwriter and arranger of a $3.9bn bond offering by International Lease Finance Corporation. Senior counsel Richard Aborn, whose focus includes leveraged lease, aircraft, vessel, and other equipment and project financings, is recommended, as is senior counsel and tax practitioner Daniel Mulcahy, who specializes in equipment and facility financings. Counsel Steven Lenkowsky in the New York office is also recommended.

Hughes Hubbard & Reed LLP has a broad equipment finance practice, which primarily revolves around aviation assets, and which advises airlines and financial institutions. In New York, group chair John Hoyns mainly acts for airlines on transactions such as restructurings, asset purchases and capital markets matters. Hoyns recently advised Continental Airlines on its $427m offering of pass-through certificates to finance 12 used and six new aircraft, and assisted Republic Airways with its $6.5bn purchase of 80 Airbus A320 aircraft. Washington DC-based Steven Chung is noted for his work with financial institutions – sponsors, lenders, commercial banks and Ex-Im banks – and he recently advised Tennenbaum Capital Partners on the purchase and financing of five Boeing 767s on lease to United Air Lines. Miami-based Mark Denham has strong ties to Latin America, and tax group chair Andrew Braiterman, who is based in New York, is also recommended for his equipment leasing expertise.

Latham & Watkins LLP’s aircraft finance practice advises on a range of transactions domestically and internationally. The team fields 14 attorneys globally, with a trio of experience partners based in the US – Kevin Fingeret and Lawrence Safran in New York, and Kenneth Blohm in San Francisco. Key figure Fingeret is an expert in securitization of equipment leases, automobile loans, aircraft leases and EECTs. Despite the small size of the group, it continues to punch above its weight in the market, due to the firm’s robust tax and bankruptcy capabilities, and its attracts high-caliber clients such as Goldman Sachs, Royal Jordanian, Etihad Airways and several large aircraft leasing companies.

Shearman & Sterling LLP’s asset finance and leasing practice is staffed by partners from the capital markets and finance groups. Maura O’Sullivan leads the group from New York, and is experienced at advising financial advisors, lenders and borrowers. William Yaro leads on the finance side, and represents investors, borrowers and lenders in a variety of structured and secured financings. He recently advised a hedge fund client on its $300m acquisition of a 100% equity interest in a securitized aircraft engine lease portfolio. Of counsel Ji Hoon Hong is a ‘terrific lawyer’ from the capital markets team, and is a key member of the asset finance practice, and is well regarded in the market for his innovative transactions. In 2011, he represented various financial institutions including Citigroup, Deutsche Bank and Morgan Stanley on Delta Air Lines’ $1.5bn offering of enhanced pass-through certificates, and acted for various underwriters (including Morgan Stanley and Goldman Sachs) on American Airlines’ $1.38bn EECT offering.


Bank lending (including other sources of financing)

Index of tables

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

Leading lawyers

Providing ‘consistently high levels of service’, Cravath, Swaine & Moore LLP is ‘always available and always on top of the market’: the ‘premier leveraged finance firm in the business’. It acts for a number of major banks including Citigroup and Morgan Stanley on leveraged and investment grade acquisition lending, asset-based financings and leveraged spin-offs. It is the ‘go-to’ team for a number of private equity clients on the borrower side. Tatiana Lapushchik advised JPMorgan, HSBC and Bank of America on a $15bn credit facility provided to UTC for its acquisition of Goodrich. The ‘incredibly smart and commercialMichael Goldmanknows how to negotiate, knows what is important, and can cut through the underbrush to the key issues’. He led a team that represented Credit Suisse and HSBC on an innovative deal as agents and arrangers of $5bn of senior secured and unsecured bank and bridge commitments made available to Reynolds Group Holdings to finance its acquisition of Graham Packaging. Goldman also acted for Credit Suisse and Goldman Sachs on a $1.1bn senior secured credit facility for Terex to finance its successful unsolicited tender offer for Demag Cranes. Other recommended attorneys include James Cooper, B Robbins Kiessling and C Allen Parker. Up-and-coming individuals include George Zobitz and Paul Zumbro.

Simpson Thacher & Bartlett LLP is ‘very client focused, very responsive to the client’s needs great at solving problems’, and has ‘strong business acumen and industry knowledge’. The firm opened a new office in Houston in April 2011 as part of its strategy to develop oil and gas expertise, with Robert Rabalais joining from Vinson & Elkins L.L.P. to head the new venture. The practice is noted for its expertise in borrower representation, drawn from close relationships with private equity clients such as KKR, Blackstone and Carlyle. On the lender side, the team has a number of prominent clients such as JPMorgan, Barclays Capital and UBS. A successful 2011 saw Jennifer Hobbs’ team act for Kinder Morgan as borrower of over $13bn of committed debt facilities to finance a portion of the consideration for its $38bn acquisition of El Paso. Well-respected partner James Cross led the advice to KKR as borrower in its $2.3bn purchase of Capsugel from Pfizer. On the lender side, William Sheehan and Francis Huck represented JPMorgan and Greenhill in the $20bn financing of AT&T’s acquisition of T-Mobile, which involved a one-year unsecured bridge term facility. Recommended individuals include ‘first-rate’ practice head Patrick Ryan and new addition Christopher Brown in Washington, who has expertise in leveraged financings for private equity and other borrower clients.

Cahill Gordon & Reindel is of ‘extremely high quality; the ‘tremendously responsive’ team includes ‘some of the hardest-working lawyers in the business’. While smaller than some of its rivals, it has comparable quality and expertise, including a niche in bank side leveraged loan matters. Another key area of expertise is high yield bonds, in which the firm has a market-leading position. Jonathan Schaffzin and James Robinson represented Bank of America as administrative agent and Merrill Lynch and others as lead arrangers on a $575m credit facility for Indigold Corporation. Douglas Horowitz led the advice to Bank of America Merrill Lynch and others as lead arrangers, and to Bank of America as administrative agent in HCA’s $2.5bn asset-based revolving credit facility. Other high-profile matters included advising debt financing sources on the buyout of CommScope by Carlyle, and representing the debt financing sources in the $5.3bn buyout of Del Monte. Recommended partners include Susanna Suh and Corey Wright, who are both ‘brilliant, and emblematic of all the firm’s strengths’. ‘Industry iconWilliam Hartnettruns a very tight ship and all of his lawyers know what is expected and deliver very high levels of client service’. He is ‘universally trusted by bankers and the private equity community’. John Tripodoro is ‘incredibly hardworking, smart, thoughtful and a pleasure to work with’.

Davis Polk & Wardwell LLP’s team is actively involved in the bank lending market, advising financial institutions and borrowers on matters including corporate finance transactions, leveraged finance and investment grade acquisition financings. Notable clients include Bank of America Merrill Lynch, Barclays, BNP Paribas, Deutsche Bank, Delta Air Lines, PepsiCo and Ford. ‘Wonderful bank finance lawyer’ and ‘great person’ Bradley Smith led a team acting for JPMorgan, Morgan Stanley and Citigroup as joint lead arrangers, and for JPMorgan as administrative agent on a $2bn senior bridge loan facility to Applied Materials for its acquisition of Varian Semiconductor Equipment. In a further significant transaction, the firm represented Bank of America Merrill Lynch and JPMorgan as lead arrangers of a $4bn unsecured, investment grade bridge facility to Cliffs Natural Resources for its acquisition of Consolidated Thompson Iron Mines. On the borrower side, a team led by Joseph Hadley acted for Charles River Laboratories on its $900m third amended and restated credit agreement, and also on the implementation of a new accelerated stock repurchase program to repurchase $150m of common stock. Hadley and James Florack head the team, while other recommended partners include Lawrence Wieman and Jason Kyrwood.

Latham & Watkins LLP’s ‘solid’ team is led by well-respected attorneys John Mendez, and Michele Penzer in New York and has a good geographic spread across New York, Charlotte, Chicago and Houston. It has a significant practice on the lender side, and represented Barclays as mandated lead arranger and bookrunner in the committed acquisition financing of $13bn for Kinder Morgan’s El Paso acquisition. The firm also represented Deutsche Bank, Nomura and BBVA among others in providing $1.2bn senior secured credit facilities for Grifols for its acquisition of Talecris Biotherepeutics Holdings. On the borrower side, a team led by Craig Kornreich in Houston acted for Buckeye Partners and Buckeye Energy Services as sponsors of a $1.3bn credit facility and inventory financing. John Jameson in Los Angeles acted for Safeway as borrower of $1.5bn in revolving credit facilities, and for Owens-Illinois as borrower in a $2bn senior secured credit facility matter. Other recommended partners include Brad Kotler in Chicago and Melissa Alwang in New York. Notable arrivals in 2011 included Catherine Ozdogan, who strengthens the firm’s lending capabilities in the energy arena in Houston, and regulatory expert Alan Avery in New York.

Shearman & Sterling LLP’s ‘very knowledgeable, responsive and attentive’ team acts predominantly on the lender side, where Maura O’Sullivan’s team represents clients such as Bank of America Merrill Lynch, Citigroup and Morgan Stanley. Borrower work is also a feature; clients in this space include Toyota and Dow. Highlights in 2011 included acting for Bank of America, Pierce Fenner & Smith, UBS Securities and Morgan Stanley Senior Funding as joint lead arrangers and joint book managers on a $2bn bridge loan and senior term loan for Peabody Energy in its acquisition of Macarthur Coal. Steven Sherman led a group that acted for NASDAQ OMX on its $1.2bn refinancing, which involved a number of significant regulatory aspects and was agented by Bank of America. Monica Holland ‘really cares about executing a good deal’, and typically represents senior lenders and borrowers in domestic and cross-border matters. Constance Fratianni is also recommended. Highly respected veteran William Hirschberg retired, and key partner Michael Baker was a significant loss to Paul Hastings LLP. However, ‘energetic and capable’ lawyer Joshua Thompson was made up to partner; he specialises in complex financings and other leveraged lendings.

Milbank, Tweed, Hadley & McCloy LLP’s ten-partner team is split between New York and Washington DC, and is led by ‘terrific lawyerMarc Hanrahan. The firm has notable strength in leveraged finance, with particular expertise in first and second lien loan facilities, unsecured loans and bonds, and asset-based and cash flow-based financings. High-profile clients include Bank of America, Credit Suisse and Deutsche Bank. The team acted for BBVA Securities, Citigroup Global Markets, HSBC Securities and Santander Investment Securities as the joint lead arrangers and bookrunners on a $1.1bn syndicated loan facility for the refinancing of Mexican-based company Tenedora Nemak. Recommended partners include William Mahoney and Michael Bellucci in New York, and Winthrop Brown in Washington DC.

Skadden, Arps, Slate, Meagher & Flom LLP’s leveraged finance team has good geographic coverage, with offices in Los Angeles, Chicago and New York. It acts predominantly on the sponsor side in transactions but has grown its lender side work in recent years. Significant clients include JPMorgan Chase and Veritas Capital, and it has expertise in areas such as leveraged financings, first and second lien loan facilities, leveraged recapitalization, asset-backed financings and mezzanine investment grade financings. Mandates in 2011 included acting for Apax on the $1.3bn acquisition financing for its acquisition of a majority stake in ASM from JW Childs and Merrill Lynch. Kristine Dunn led a team which represented Alexandria Real Estate Equities in a deal involving $2.3bn of senior unsecured credit facilities arranged by Bank of America, a $250m senior unsecured term loan facility from Citigroup and a $750m unsecured term loan refinancing transaction. Well-respected attorney Sal Guerrera led advice to Credit Suisse as administrative agent on a $3.5m term loan facility for Hanley Wood. Recommended individuals include group head Sarah Ward, who is an ‘asset to any deal’, Seth Jacobson and Gregory Robins.

Weil, Gotshal & Manges LLP’s practice is principally based in New York and Dallas, with well-respected attorneys Douglas Urquhart and Angela Fontana co-heading the team. The team’s leveraged finance strength derives in part from the firm’s strong profile in M&A and private equity, with borrower-side instructions predominating. Areas of strength include acquisition finance, cash flow and asset-based lending, cross-border work and debtor-in-possession (DIP) and investment grade financing. Key clients on the lender side are Citibank and Deutsche Bank. Recommended partners include Danek Freeman in New York, who focuses on leveraged acquisition and recapitalization transactions, syndicated lending, cash-flow lending, investment grade lending and asset-based lending. Global finance practice head Daniel Dokos is well respected and plays an active role in the US market.

White & Case LLP is a ‘strong player’ in the market and acts predominantly on the lender side, where clients include Deutsche Bank, BNP Paribas, China Development Bank (CDB) and Credit Suisse. It focuses on leveraged buyouts and recapitalizations, asset-based lendings and real estate and investment-grade financings, workouts and exit financings. Well-respected New York partner Eric Berg acted for Dynergy and its subsidiaries when Dynergy Midwest Generation obtained $600m of senior secured loans and Dynergy Power obtained $1.1bn of senior secured loans; the team advised on banking, high-yield bond and bankruptcy issues. Eric Leicht led a team that acted for Deutsche Bank Securities, as joint lead arranger and joint book manager, and Deutsche Bank, as administrative and collateral agent, on a $1.4bn term loan facility and a $350m asset-based lending credit facility for Clayton, Dubilier and Rice’s acquisition of EMSC. Other recommended partners in New York include David Koschik, who has a close relationship with Deutsche Bank, Scott Zemser, and Eliza McDougall, who made partner in January 2012 and has expertise in secured and unsecured lending transactions. The firm’s Los Angeles and Miami offices are also active; the latter regularly advises on Latin American leveraged finance matters.

Debevoise & Plimpton’s eight-partner practice is based in New York. The firm ‘knows what it is doing’ in the bank lending sphere; areas of expertise include domestic and cross-border leveraged finance, syndicated bank loans, high-yield debt offerings, second lien financings and mezzanine capital investments. The firm is also well known for insurance-related transactions. It acted for Clayton, Dubilier & Rice on its acquisition, along with AXA Private Equity and Caisse de dépôt et placement du Québec, of SPIE from PAI Partners for a total consideration of €2.1bn. The financing included a €1.3bn senior term and revolving credit facility as well as a €375m bridge loan. The firm also advised Providence Equity on the financing of its $1.9bn acquisition of technology provider SRA. Recommended partners include William Beekman, Paul Brusiloff, Jeffrey Ross and David Brittenham.

Fried, Frank, Harris, Shriver & Jacobson LLP’s ten-partner team has a broad range of both borrower and lender clients, including Bank of America Merrill Lynch, Barclays, Goldman Sachs, Highbridge, Apollo and New Mountain Capital. The firm’s expertise in private equity and M&A matters, coupled with a strong asset management practice, adds weight to the practice’s capabilities in acquisition financing, dividend recapitalization, fund financing and real estate financing. On the borrower side, recent instructions include advising SL Green Realty, SL Green Operating Partnership and Reckson Operating Partnership on a new $1.5bn senior revolving credit facility, and SPX on obtaining $800m of committed incremental term loans under its credit agreement for its acquisition of Clyde Pumps. On the lender side, the team advised Bank of America, as administrative agent and collateral agent, in RPI Finance Trust’s $2.8bn senior secured credit facility and RP Select Finance Trust’s $850m senior secured credit facility. Recommended individuals include New York partners William Reindel, ‘leading bank lawyerBrian Murphy, Emil Buchman, and finance transaction expert Viktor Okasmaa, who made partner in 2011. Gus Atiyah in Washington DC is also recommended.

Ropes & Gray LLP has a substantial private equity client base, which includes Berkshire Partners, Fenway Partners, Hellman & Friedman and Gridiron Capital, and advises on lending and restructuring transactions for a broad base of senior lending and mezzanine debt funds and institutional debt investors. Mandates included acting for Blackstone on its $3bn leveraged finance acquisition of Emdeon, and advising TPG Capital on its $3bn leveraged finance acquisition of J Crew, which involved senior credit facilities and high-yield notes. The team also acted for Bain Capital on its $1.4bn cash tender offer acquisition of Gymboree, which involved an $820m term loan, a $225m asset-based revolver and $400m in senior notes. Recommended partners include Byung Choi, who specialises in syndicated bank credit facilities, bridge financings and high yield offerings for private equity clients, as well as Tom Draper, Jay Kim and Steve Rutkovsky.

Top-notch firmSullivan & Cromwell LLP is adept at handling ‘sophisticated, complex and challenging work’. Like much of the market, it witnessed a choppy 2011, with busy spurts punctuated by periods of slower activity. The practice is based in New York, Washington DC and Los Angeles and has traditionally been prominent in sponsor-side representation. However, its lender work is increasing, and it has a strong mezzanine practice. It is also strong in multibillion-dollar credit facilities, arranging long-term credit, and regularly acts on strategic leveraged and structured financings, acquisitions and business expansions. It advised AT&T on its definite agreement for a loan term facility, with JPMorgan Chase as administrative agent and 11 other investment and commercial lenders as investors; lenders committed to provide AT&T with unsecured bridge financing of up to $20bn for its proposed acquisition of T-Mobile USA. New York-based Scott Miller and Chris Mann led a team advising Chrysler on its $4.3bn senior secured credit facility, which comprise a $3bn senior secured term loan and a $1.3bn revolving credit facility. Also in New York, Erik Lindauer led a team acting for AIG on its $4.5bn revolving credit agreement, with a bank syndicate led by JPMorgan as administrative agent, which involved a $1.5bn 364-day revolver and a $3bn revolving credit facility. Other recommended partners include Hydee Feldstein, who is ‘smart and very experienced, and has a broad range of knowledge’, and ‘deal-maker’ Neal McKnight.

Cleary Gottlieb Steen & Hamilton LLP’s ‘excellent, knowledgeable, extraordinarily responsive and pragmatic’ team has an excellent reputation for sponsor-side acquisition, allied to the firm’s strong private equity credentials. It acted for Alpha Natural Resources on the finance aspects of its $8.5bn merger with Massey Energy, and advised Kindred Healthcare on the financing of its $1.8bn acquisition of RehabCare, comprising a secured term loan, asset-based lending and a $550m high-yield debt offering. A team led by Meme Peponis advised Warburg Pincus on the financing of its $438m acquisition of Rural/Metro; it involved the refinancing of debts of $270m and a note issuance of $200m. Peponis also advised Warburg Pincus on the financing aspects of its acquisition of Consolidated Precision Products from Arlington Capital Partners. Another significant matter was representing Alkermes on the financing aspects of its $1bn business combination with Elan. Recommended individuals include Richard Lincer, a ‘star in the sector’; acquisition finance expert Laurent Alpert; and the ‘top-flight and very responsive’ Duane McLaughlin, who ‘cuts to the chase on issues, and is easy to work with, practical and pragmatic while also being detail oriented’.

The ‘hardworking’ and ‘highly knowledgeable’ six-partner team at Gibson Dunn is headed by Jeff Hudson in Los Angeles, and Joerg Esdorn and Robert Cunningham in New York. The team acts principally on the borrower side and is particularly active in the utilities sphere; it has seen growth in transmission, solar and wind energy work. It represented Hewlett-Packard on its $8.2bn bridge credit facility to finance the acquisition of Autonomy, and on its $4.5bn four-year senior unsecured revolving credit facility. Del Monte instructed the group on a $3.4bn term loan and asset-based revolving credit facility, for its acquisition by an investor group, which was led by funds affiliated with KKR, Vestar Capital and Centerview Partners. Other transactions of note included a $4.3bn term loan and revolving credit facility for Charter as borrower, and a $2.9bn secured term loan and revolving credit and credit-linked facilities for Celanese. Recommended partners at the firm include Linda Curtis and Cromwell Montgomery in Los Angeles, and Janet Vance in New York. Andrew Cheng was promoted to partner in Los Angeles.

Top-notch’ firm Mayer Brown’s ‘partner engagement is excellent’, and the ‘quality of associate follow-up and product is also very high’. Chicago based Doug Doetsch heads the group, which has a good geographic spread, with offices in Charlotte, Chicago, Houston, New York and Washington DC. It handles a mix of borrower and lender work and has close relationships with a number of European banks, many of which have slowed down activity in the US of late. Despite this, the firm has remained active in M&A deals and cross-border and complex high-value matters. A group led by David Duffee acted for BNP Paribas, as administrative agent and joint lead arranger, on a $2bn secured letter of credit facility guaranteed by Prudential. The firm’s Latin American arm came to the fore when acting for Credit Suisse as administrative agent in a complex multi-jurisdictional $220m revolving and term loan facility for Tuscany International Drilling and its South American subsidiary. Chicago attorney Zac Barnett acted for Isle of Capri Casinos as borrower under an $800m senior secured credit facility with Wells Fargo as administrative agent. Recommended individuals include ‘great lending lawyerRob Baptista in Chicago, and leading gaming expert Brian Newhouse in New York. ‘Very responsive’ energy expert Tristan Propst in Houston is popular with clients, and Tim Ryan in Charlotte ‘always assures excellent coverage of a client’s matter, and brings a unique background and perspective to the table with him’.

Cadwalader, Wickersham & Taft LLP has an ‘able and diverse’ three-partner practice, with offices in New York and Charlotte, and is active in the energy market, where it acts for key clients such as JPMorgan Chase and Morgan Stanley. High-profile borrower clients include DPL, Pfizer and Metals USA. It acted for BNP Paribas as administrative agent and collateral agent on an uncommitted $225m revolving loan with other features for a start-up energy company. It also advised Bank of America Merrill Lynch as lead arranger on $633m of credit facilities for a natural gas fired power facility; the deal involved first lien and second lien term loans, a working capital facility and a special letter of credit facility. On the borrower side, it advised The Renco Group on a four-year $750m syndicated asset-based credit facility. Recommended attorneys include practice head Steven Cohen, Christopher McDermott and Stewart Kagan. Julian Chung left for Orrick, Herrington & Sutcliffe LLP, while Michael Niebruegge joined the firm from Mayer Brown.

Kirkland & Ellis LLP provides a ‘high level of service, has strong knowledge and business acumen and delivers appropriate advice’. It has particular strength on the borrower-side, leveraged from the firm’s private equity expertise, and is adept in restructuring and M&A. It acted for Apax Partners on the funding, by a group of banks including Morgan Stanley, Bank of America Merrill Lynch, and Credit Suisse, of its acquisition of Kinetic Concepts; the financing involved $2.5bn of senior secured credit facilities, $1.75bn of senior secured second lien bonds and $750m of senior secured bonds. Linda Myers in Chicago led a team which acted for Bristol-Myers Squibb Company on its $1.5bn revolving credit facility and with lenders including Syndicate Group, JPMorgan Bank and Citibank. Jason Kanner in New York advised Carlyle on its leveraged finance acquisition of Worldstrides, which involved a fully underwritten senior secured bank facility provided by Ares Capital Corporation. Recommended attorneys include the ‘diligent and hardworkingLeonard Klingbaum in New York, who is ‘adept at locating problems and finding solutions’, as well as Jason Kanner, with his ‘strong market knowledge’, Samantha Good in Los Angeles, and the ‘highly experienced, extremely hardworking and very knowledgeableJay Ptashek in New York. The team made a number of lateral partner hires including Gregory Bauer in Chicago, Christopher Kirkham in San Francisco and David Nemecek in Los Angeles.

O’Melveny & Myers LLP is ‘extremely responsive, with good partners and extensive experience’ and represents a mix of active private equity clients and portfolio companies. Notable names on the roster include American AgCredit, American Capital, BNP Paribas, Credit Suisse and Beach Point Capital Management. It acted for Bank of America as agent in a $300m term loan facility, with a $100m accordion component, to Remy. Tom Baxter and Joe Kim led a team that acted for Macerich on a $1.5bn revolving credit facility for its operational partnership arranged by Deutsche Bank and JPMorgan Securities. The team also acted for Microsemi in relation to a $275m senior secured term loan facility and a $50m senior secured credit facility for its acquisition of Actel. In Los Angeles, ‘excellent’ borrower-side lawyer Tom Baxter is ‘very responsive and effective’. Other recommended attorneys include Sung Pak in New York, and practice head Eric Reimer, based in New York and Los Angeles.

Paul Hastings LLP’s fast-growing practice acts for a variety of clients including lenders, borrowers, mezzanine investors and equity investors. Asset-based lending is a key area, where Wells Fargo is a key client. The firm acted for GE Capital as co-agent on a $925m senior credit facility for Geneva Health in its acquisition of Odyssey Healthcare; and also in relation to a $700m secured loan to Blount. It also advised Royal Bank of Canada, Bank of Montreal and Deutsche Bank, as arrangers in the financing of a $525m senior secured term loan facility, a $150m asset-based revolving credit facility and an associated $250m note offering for the acquisition of 99 Cents Only Stores by Ares Management and CPP Investment Board; and Wells Fargo as administrative agent, collateral agent, co-lead arranger, joint bookrunner and lender on a $275m senior secured revolving credit facility for Lion Capital’s acquisition of Bumble Bee Foods. Recommended partners include Chris Molen, Robert Carlson and John Hilson. Michael Michetti and Rich Farley recently joined from Cahill Gordon & Reindel, and Michael Baker joined from Shearman & Sterling LLP.

Proskauer Rose LLP’s broad practice strikes a good balance between borrower and lender transactions under the leadership of Steve Boyko and Ron Franklin. It has expertise in healthcare, sport and real estate matters, and has particular expertise in inter-creditor agreements. It acted for Sankaty Advisors as syndication agent, on the $205m mezzanine debt financing of a financial sponsor led buyout of Renal Advantage, which involved complex inter-lender relationship considerations. The team also acted for Ares Capital and Ares Management as administrative agent and lender in a term loan and revolving credit facility to finance Carlyle’s acquisition of a majority interest in WorldStrides; and represented the same client as administrative agent and lender in a second lien facility for Regional Care to finance its acquisition of Essent Healthcare. Recommended attorneys include Stephen Boyko and Neil Cummings. The team has grown over the last year, with the addition of high-yield expert Justin Breen from Cahill Gordon & Reindel and Andrew Bettwy and Glen Lim from Skadden, Arps, Slate, Meagher & Flom LLP; the latter two have expertise in secured and unsecured financings, asset-based loans and leveraged buyouts.

Sidley Austin LLP is an ‘outstanding firm with a very deep bench’, is ‘solution oriented’ and ‘great with clients’. Its core team is based in Chicago, where practice head James Clark is based. Areas of expertise include leveraged acquisitions, recapitalization financings, cross-border financings, letter of credit facilities and working capital financings. The group is also able to draw on the strong bankruptcy capabilities of the wider firm. Its impressive roster of clients includes Bank of America, Barclays Bank, BNP Paribas, Summit Partners, Union Bank and core client JPMorgan Chase. A team led by Robert Lewis in Chicago represented Colgate-Palmolive as borrower under a $1.8bn credit facility for which Citibank acted as administrative agent. The group also advised Citibank, JPMorgan Chase and Barclays Bank as administrative agents in concurrent $1.1bn, $400m and $300m credit facilities to DTE Energy, Michigan Consolidated Gas Company and The Detroit Edison Company. Well-respected attorney Zulfiqar Bokhari led a team acting for JPMorgan Chase as administrative agent on a $1.4bn credit facility to LKQ. Other recommended individuals at the firm include Mark Kirsons and Allison Satyr, in Chicago, and Pamela Martinson in Palo Alto.


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

Leading lawyers

At ‘top-tier firmCleary Gottlieb Steen & Hamilton LLP, the ‘excellent and intelligent’ team continues to provide market-leading advice on debt capital market transactions to issuer and manager clients. Lauded for its ‘cost-effectiveness’ and ‘superlative industry knowledge and responsiveness’, the group has widely admired capabilities across all securities matters, and is highly regarded for its depth of experience in advising both US and non-US clients. It is particularly rated for its ‘superb underwriter advice’. The team advised on several key mandates in 2011, and notable highlights on the issuer side included advising LyondellBasell Industries in a $1bn unsecured 6% senior notes offering, a transaction led by David Lopez. Elsewhere, Lopez and Duane McLaughlin advised Citigroup and JPMorgan Securities as the global coordinators, and the other initial purchasers, in a $1.67bn offering of convertible subordinated notes by CEMEX. McLaughlin also represented Bank of America Merrill Lynch, JPMorgan Securities and RBS Securities as the joint bookrunners in an unregistered $800m floating rate senior secured notes offering. Janet Fisher acted as counsel to Google regarding three offerings of notes, each of aggregate amount $1bn, and John Palenberg advised Deutsche Telekom in a $1.5bn Rule 144A/Reg. S debt offering by its Dutch subsidiary. Jeffrey Karpf acted as counsel to the underwriters, led by Citigroup Capital Markets, in Citigroup’s $1bn 4.5% fixed rate notes offering. Sandra Flow is noted for her debt capital markets experience, and represented the underwriters in four SEC-registered notes offerings by Prudential Financial, totaling $3bn. Flow also advised the underwriters in four SEC-registered notes offerings of aggregate amount $5bn by The Bank of New York Mellon. Also singled out from within the team for their experience and knowledge are Craig Brod, Jorge Juantorena, and the ‘excellent professional’ Nicolas Grabar.

Cravath, Swaine & Moore LLP’s highly-reputed capital markets practice has a depth of expertise across all types of securities transactions. The group has an excellent reputation for providing quality advice to both issuers and managers, and acts for a ‘fine roster’ of US and international clients. Particularly renowned for the strength of its manager advice, the group has extensive experience acting for major international banks, and continues to act as designated underwriter counsel for several clients. Kris Heinzelman represented the underwriters, led by Deutsche Bank Securities, JPMorgan and RBS, in Hewlett-Packard Company’s $5bn registered debt offering, and LizabethAnn Eisen advised BNP Paribas, Deutsche Bank Securities, UBS Investment Bank and Wells Fargo Securities as lead underwriters of a $1.5bn registered debt offering by Dell. Other highlights included Craig Arcella representing the underwriters in Johnson & Johnson’s $4.4bn debt offering, and advising the lead underwriters on a $1.25bn registered debt offering by aluminium producer Alcoa, a transaction handled by Andrew Pitts. The highly recommended William Whelan acts for both manager and issuer clients; he advised Credit Suisse, Citi and RBS as underwriters of Express Scripts’ $1.5bn registered investment grade senior debt offering, and also acted for Arch Chemicals in the issue of a $250m private placement of senior debt. Also on the issuer side, Eric Schiele continues to act for longstanding client Time Warner in debt offerings. William Fogg was appointed to managing partner of the corporate department in January 2012, and continues to count JPMorgan as a key client. John White and William Rogers Jr are also rated for their expertise.

Providing clients with ‘superb technical and market knowledge’ coupled with ‘excellent response times’, Davis Polk & Wardwell LLP remains a leader in the securities arena, with broad debt capital markets experience. The team answers ‘questions and issues very quickly and effectively’, and acts for a host of issuers and managers, gaining the ‘utmost trust and confidence’ of clients. Richard Truesdell and Michael Kaplan continue to head up the highly capable global capital markets team, supported by co-head of the firm’s global corporate governance group Richard Sandler. Notable highlights included representing Verisk Analytics in its $450m SEC-registered senior notes offering, and advising the initial purchasers on Energizer’s $600m Rule 144A/Reg. S senior notes offering, transactions led by Sandler and Truesdell respectively. ‘One of the best outside securities lawyers’, Kaplan led in advising the managers and solicitation agents in a $156m Rule 144A/Reg. S exchange offer and consent solicitation by homebuilder company K Hovnanian Enterprises. Known for providing top-quality advice to issuers, Joseph Hall advised key client PepsiCo on a $1.25bn registered offering of senior notes, and Deanna Kirkpatrick recently advised CVS Caremark on a $1.5bn registered offering of senior notes. On the manager side, Richard Drucker acted for JPMorgan Securities and Bank of America Merrill Lynch as joint bookrunning managers of a $750m SEC-registered notes offering, the first-ever public debt offering by The J M Smucker Company. Elsewhere, key mandates for the Menlo Park-based team included advising Citigroup, Goldman Sachs and Bank of America Merrill Lynch as joint bookrunning managers regarding the $5bn SEC-registered debt offering by Intel Corporation, a transaction led by Alan Denenberg. Bruce Dallas assisted Texas Instruments on its $3.5bn SEC-registered notes offering, the first debt issuance by the company in nearly 12 years. New York-based Sarah Beshar is also highly recommended.

Sidley Austin LLP has an outstanding debt capital markets practice, and is particularly well known for providing advice to manager clients on investment grade debt offerings. A recognised leader in this area, recent mandates include representing the underwriters in two senior notes offerings by Occidental Petroleum of $2.6bn and $2.15bn, transactions led by Eric Haueter in the firm’s San Francisco office. Haueter also assisted the underwriters on the establishment of a $5bn global MTN program, a $500m global notes offering and a further $1.85bn global notes offering by The Walt Disney Company. The highly recommended Edward Petrosky has a depth of experience, and together with James O’Connor, advised the underwriters of PSEG Power’s $500m notes offering, and the underwriters of a $250m issuance of two series of notes by the Public Service Electricity and Gas Company. The team continues to develop its capabilities on the issuer side, and in 2011, O’Connor and Craig Chapman notably assisted Aon Corporation in a $500m issuance of notes. O’Connor also advised Colgate-Palmolive Company on two MTN offerings, of aggregate amount $500m. Chicago-based Larry Barden provided issuer counsel to FLIR systems regarding its $250m notes offering. Samir Gandhi also advised Maiden Holdings North America on its $107.5m notes issuance. Also recommended are Jonathan Miller and senior counsel Norman Slonaker, who bring significant and longstanding experience to the group. Lisa Reátegui left the firm in 2011 for an in-house position. All individuals are based in New York unless mentioned otherwise.

Instilling confidence in clients, Simpson Thacher & Bartlett LLP’s ‘very strong’ team demonstrates broad knowledge of the debt capital markets, and is rated for its ‘deep experience’ at all levels of the group and for ‘ensuring compliance with applicable securities law’. The team can call upon the firm’s superb private equity experience, and it has notable expertise in advising sponsor clients. Vincent Pagano continues to head up the capital markets group, and is widely recognised for his skills in the area. Highlights included advising Becton Dickinson & Company on two notes offerings totaling $1.5bn, a transaction led by Joseph Kaufman. Kaufman, together with Arthur Robinson, also advised the initial purchasers, led by Goldman Sachs, JPMorgan Securities and Morgan Stanley in the sale of $5.1bn senior notes by NBC Universal. With ‘deep expertise and experience’, Glenn Reiter is a ‘capital markets expert’, and recently led in advising the underwriters, including Citi, JPMorgan, RBS, Wells Fargo Securities, Bank of America Merrill Lynch and Goldman Sachs, on a series of note offerings by Wal-Mart. Andrew Keller also advised Goldman Sachs as the sole underwriter of Berkshire Hathaway’s public offering of $2bn debt securities, including 2.20% senior notes, 3.75% senior notes and floating notes. Palo Alto-based William Hinman represented the underwriters, led by JPMorgan, Morgan Stanley and UBS Investment Bank, in several offerings by Symantec Corporation, including a $350m registered public offering of 2.750% senior notes, and a $750m offering of 4.2% senior notes. Counsel Kirsten Davis is rated for her ‘great attention to detail and organisational skills’, and Roxane Reardon is also highly recommended.

A market leader in providing top-tier issuer and manager counsel, Sullivan & Cromwell LLP’s ‘fabulous’ securities group is ‘very responsive and knowledgeable about the market’ and fields ‘excellent negotiators with fantastic judgment’. The group has very strong capabilities in the debt arena, and in 2011 handled a large debt financing matter, when it represented key client AIG in its $2bn SEC-registered notes offering, including a $1.2bn offering of 4.250% notes due 2014, and an $800m offering of 4.875% notes due 2016. The ‘responsive and knowledgeable’ manager of the corporate finance group Robert Downes is singled out for his ‘counseling and negotiating skills’. In March 2011, Downes advised NorthStar Realty Finance Corporation on its Rule 144A exchangeable notes offering. On the manager side, Los Angeles-based Patrick Brown advised the underwriters, led by Barclays Capital and JPMorgan, on the $55bn total principle amount SEC-registered offering of global notes in three tranches. Brown, together with Alison Ressler, also in Los Angeles, advised the underwriters on a $1.5bn SEC-registered senior notes offering and two tender offers by Northrop Grumman. Elsewhere, Downes advised the underwriters, led by Goldman Sachs, on Huntington Bancshares’ $300m SEC-registered subordinated notes offering. William Farrar, Neal McKnight, David Harms and firm chairman Joseph Shenker are all highly recommended.

With outstanding capabilities in providing advice to manager clients in the debt arena, Cahill Gordon & Reindel continues to impress with its depth of expertise. A clear leader in high-yield debt transactions, the firm has a superb and wide-reaching reputation. Investment grade debt highlights included advising the underwriters, including Citi and Deutsche Bank Securities, on a $2.5bn senior notes offering by offshore oil and gas drilling contractor Ensco, and also advising Barclays Capital, Credit Suisse and Deutsche Bank Securities as joint bookrunning managers and HSBC and RBS as co-managers regarding a $500m notes offering by Coca-Cola Enterprises. Jonathan Schaffzin led in representing the joint bookrunning managers in a Rule 144A/Reg. S multi-currency bond offering, including a $650m offering of 5.75% senior notes due 2012, and a $500m offering of 5.25% senior notes due 2012 by FMC Finance VII and Fresenius Medical Care US Finance. Susanna Suh and Daniel Zubkoff also advised the joint bookrunning managers, comprising UBS, RBS, Deutsche Bank, HSBC and BNP Paribas, on a $1.5bn notes offering by International Paper Company. Brian Kelleher, Corey Wright and William Hartnett are highly recommended within the ‘excellent’ team.

Rated for its professional and capable attitude, Latham & Watkins LLP is widely recognised in the capital markets arena for the breadth of its practice, advising both issuer and manager clients in debt transactions in a number of locations, both abroad and across the United States. The capital markets practice is now led by Marc Jaffe in New York, Patrick Shannon and Alexander Cohen in Washington DC, and Lene Malthasen in the London office. The group fields an outstanding team of highly experienced individuals, and acted on several significant transactions in 2011 as both underwriter and issuer counsel. Highlights included Christopher Lueking in Chicago advising Credit Suisse as the lead underwriter of a debt tender and bond offering by Columbus McKinnon. Elsewhere, New York-based Gregory Rodgers and Barry Clarkson in San Diego represented Sempra Energy regarding an $800m notes offering. A team across three offices also advised biopharmaceutical company Amgen on a $1.5bn registered investment grade bond offering. New York-based Kirk Davenport is ‘fantastic’, and highly recommended for his longstanding experience.

Highly renowned for its strength, the securities team at Shearman & Sterling LLP has extensive experience providing both issuer and manager counsel to a range of clients. David Beveridge continues to lead the practice, which was particularly active in representing manager clients in 2011. Lisa Jacobs and San Francisco-based John Wilson advised the joint bookrunning managers, comprising Bank of America Merrill Lynch, JPMorgan, Citigroup and Morgan Stanley, regarding a $6bn registered offering by Amgen, consisting of $1bn of 1.875% senior notes due 2014, $1bn of 2.50% senior notes due 2016, $1.75bn of 3.875% notes due 2021 and $2.25bn of 5.15% senior notes due 2041. Highly recommended within the group are Stuart Fleischmann, Michael Schiavone, and Robert Evans, who are all rated for their capital markets capabilities. All individuals are based in the firm’s New York office unless mentioned otherwise.

Skadden, Arps, Slate, Meagher & Flom LLP’s highly rated capital markets group is led by New York-based Stacy Kanter, and the team also features key individuals David Goldschmidt, and Gregg Noel in Los Angeles. The team continues to be active in specific sectors, including energy and natural resources, telecoms and internet, REITs and healthcare, and has amassed a depth of knowledge in these areas. Advising both issuer and underwriter clients, the team is noted for its experience and depth across all levels. Key mandates for Goldschmidt included advising Stillwater Mining Company on a $300m offering of senior notes due 2016, in order to fund its acquisition of Peregrine Metals. Other highlights on the issuer side included Gregory Fernicola advising dental product manufacturer and distributor Dentsply on its $1bn senior notes offering in three tranches. Elsewhere, the firm has a strong convertible bonds practice. Kanter assisted key client Gilead Sciences in two offerings, a $2.5bn Rule 144A convertible senior notes offering in two tranches, and a $1bn registered offering of 4.50% senior notes due 2021. Fernicola also advised Stanley, Black & Decker on a $633m offering of convertible preferred units. Richard Aftanas advised The Coca-Cola Company in a two-step debt issuance and exchange offer, which included a $1bn offering of 1.80% senior notes due 2016, and a $1bn private placement of 3.30% senior notes due 2012, following the firm’s advice to the company in late 2010 on its largest-ever debt offering of $4.5bn notes and floating rate notes in four tranches.

Highly rated for its knowledge of the oil and gas sector, the ‘first-class’ team at Baker Botts L.L.P. is noted for the depth of its issuer side representation and experience. Benefiting from increased activity in the energy arena, the firm continues to develop its leading master limited partnership (MLP) practice and to maintain its oil, gas and energy sector expertise. Corporate chair David Kirkland leads the practice from Houston, supported by Doug Rayburn in the firm’s Dallas office. Recent highlights for the group include advising freight transportation company Burlington Northern Santa Fe (now a subsidiary of Berkshire Hathaway) on a $1.5bn public offering of notes in four tranches. The team also represented Dr Pepper Snapple Group in two public offerings totaling $1bn of global notes in three series. Other key clients include Noble Corporation, CenterPoint Energy, Schlumberger and Halliburton Company. Increasingly active on the manager side, the firm advised the managers on a $750m notes offering in two tranches by Enbridge Energy Partners, and also provided manager side counsel on Plains All American Pipeline’s $600m senior notes offering. Singled out from the ‘very responsive and business-minded’ team are Gerry Spedale, Joshua Davidson and the ‘excellent’ Kelly Rose.

Clifford Chance continues to have an active debt capital markets practice, with experience in handling investment grade and high-yield offerings for manager clients. The team calls on the firm’s top-tier strength in the REIT arena to provide excellent advice in related capital markets transactions. The group is led by the highly recommended duo of Alejandro Camacho and Jay Bernstein. In July 2011, Camacho, together with counsel Per Chilstrom, represented a syndicate of underwriters, led by Bank of America Merrill Lynch, in The Metropolitan Transportation Authority’s $400m offering of transportation revenue bonds. Camacho also advised JPMorgan, BNP Paribas and Credit Suisse as underwriters of Aviation Capital Group’s $750m Rule 144A/Reg. S, assisted by Zarrar Sehgal. Acting from the New York office Tony Lopez, advised the initial purchasers, led by JPMorgan and BNP Paribas, on a $450m offering of 6.875% senior secured notes due 2018 by Calcipar, in order to refinance the debt of Carmeuse Holding and its subsidiaries. Gary Brooks and Andrew Epstein are also rated for their experience within the team.

The ‘tremendous’ securities group at Debevoise & Plimpton is ‘unfailingly responsive’ and provides a ‘first-rate service’. It is highly rated in the investment grade debt and high-yield debt areas. Alan Paley and Peter Loughran head up the ‘practical, knowledgeable and incisive’ team, which has ‘top-notch securities expertise’. Highly active in representing issuer clients, the firm is also increasing its capabilities in providing advice to underwriters. The group is noted for its sector-specific expertise, in areas including private equity, aviation and insurance. Paley and Paul Rodel recently represented Westpac Banking Corporation regarding the preparation and a Rule 144A/Reg. S $1bn initial offering under its $20bn global covered bond program. Known for his work in the private equity acquisition financing space, Matthew Kaplan is singled out ‘unequivocally’ for his ‘professional integrity and high standard of legal skills: he is a pleasure to work with’. Kaplan’s clients include Access Industries, Bank of America Merrill Lynch, JPMorgan and Deutsche Bank Securities. Elsewhere, Loughran advised International Paper on a $900m offering of 4.75% notes due 2022 and a $600m offering of 6% notes due 2041, and Steven Slutzky advised The Rank Group and its subsidiary company Reynolds Group on several debt offerings in 2011. Also recommended are William Beekman, and Ethan James, who joined in 2011 from Davis Polk & Wardwell LLP.

The ‘very good’ capital markets team at Dechert LLP has broad experience, particularly on the issuer side, and is active in both investment grade and high-yield debt offerings work. The firm is also noted for its cross-border capabilities. Highlights for the team included representing WPE International Coöperatief in the reopening of a Rule 144A/Reg. S senior notes offering, a transaction led by the highly recommended Howard Kleinman in the firm’s New York office. Henry Nassau leads the securities group from Philadelphia, and Washington DC-based Thomas Friedmann is highly regarded for his knowledge in advising business development companies in the capital markets arena.

Highly regarded for its experience on the manager side, the ‘quality and capable’ team at Fried, Frank, Harris, Shriver & Jacobson LLP provides ‘outstanding service’, and the ‘solid and deep’ team of lawyers is ‘disarming in negotiations’ and provides ‘excellent interpersonal skills’. The group has a highly active investment grade and high-yield debt practice, and also acted on several convertible notes offerings in 2011. The ‘extremely talented’ practice head Valerie Ford Jacob, together with Paul Tropp, recently represented Goldman Sachs, Deutsche Bank Securities and Citigroup Global Markets as joint bookrunning managers and co-managers in the $287.5m offering of convertible senior notes by MF Global Holdings, and also represented the same group of banks as underwriters of MF Global Holdings’ $325m offering of senior convertible notes. Ford Jacob and Michael Levitt acted for Bank of America Merrill Lynch, JPMorgan, Barclays Capital and RBS as the representative underwriters in a $1.85bn notes offering by Republic Services, and as dealer managers in the related tender offer for outstanding notes by a subsidiary company. The firm is also increasing its issuer side representation, with Stuart Gelfond advising SPX Corporation on a $600m senior notes issuance. The firm maintains its role as designated underwriters’ counsel for several clients, including Hercules, NASDAQ OMX and P&G. Andrew Barkan is singled out for his experience, alongside Daniel Bursky and Christopher Ewan, who are ‘incredibly valuable business partners’ and highly rated for their market expertise.

Providing ‘excellent service’, the capital markets practice at Gibson Dunn advises on a host of different types of debt offering, and is active across several US states. The ‘very responsive’ group continues to be led by San Francisco-based Stewart McDowell and Kevin Kelley in New York, and advises clients as both issuer and underwriter counsel, and the team is rated for its ‘good bench strength’. On the issuer side, McDowell advised Accuray Incorporated on a $100m convertible senior notes offering. In New York, the ‘absolutely unflappable’ Andrew Fabens is ‘smart and quick on business issues’; Fabens recently advised key client Hewlett-Packard Company on a $5bn offering of global and floating rate notes. Richard Russo in Denver represented Transcontinental Gas Pipeline Company in a $375m Rule 144A senior notes offering. On the underwriter side, San Francisco-based Douglas Smith assisted Wells Fargo Securities on a $2.5bn MTN offering by Wells Fargo & Company. Kelley also represented Deutsche Bank Securities with regard to the Government of Jamaica’s $400m offering of amortizing notes. In New York, Steven Finley is highly recommended for his experience, and associate Matthew Walsh is ‘smart and hardworking’. The firm also recruited additional resources in its Dallas office in 2011, with the arrival of Jeffrey Chapman and Robert Little from Vinson & Elkins L.L.P..

Excellent in every respect’, Jones Day has very strong debt capital markets capabilities, particularly in the high-yield arena. The firm is well known for its cross-border experience, and regularly advises on transactions from offices across the US and beyond. New York-based Christopher Kelly continues to head up the group, which is rated for finding ‘different legal approaches’. Kelly, together with Michael Solecki in Cleveland, advised Cliffs Natural Resources on a $700m (aggregate principal amount) offering of 4.875% senior notes due 2021 and a further $300m (aggregate principal amount) of outstanding 6.25% senior notes due 2040. A team from the Atlanta office, featuring Mark Hanson, Neil Simon and John Zamer advised Cumulus Media on a $610m Rule 144A/Reg. S offering of 7.75% senior notes due 2019. Also in Atlanta, Aldo LaFiandra is ‘able to negotiate maximum flexibility in debt agreements’. Although the team remains strongest on the issuer side, it is building on the manager side; associate Rory Hood in New York advised Morgan Stanley on two offerings of $500m and $750m of senior notes by PepsiCo. Scott Cohen joined the firm’s Dallas office in 2011 from Weil, Gotshal & Manges LLP. Also in Dallas, James O’Bannon and associate David Kern are highly recommended, and Chicago-based Robert Joseph is also singled out for his experience.

Calling on the strength of its private equity practice and distinguished client base, Kirkland & Ellis LLP is highly rated for the strength of its issuer counsel in both investment grade and high-yield debt offerings work. The team is based between Chicago and New York, and also has capital market capabilities in Washington DC and Los Angeles. Key individuals in New York include Joshua Korff and Christian Nagler, and in Chicago, Dennis Myers, Gerald Nowak and new partner Christopher Bennett, who joined from Reed Smith in 2011, are well known for their expertise. In 2011, a Chicago-based team led by Keith Crow and Robert Hayward advised key client Kellogg Company on a $400m offering of 3.25% senior notes due 2018. In New York, Korff and Michael Kim represented ABB Treasury Centre as issuer in a $600m offering of 2.5% notes due 2016 and a further $650m offering of 4% notes due 2021 on behalf of ABB. Other key clients include Wyndham Worldwide Corporation, Horsehead Corporation and Clearwire Corporation.

The ‘outstanding’ capital markets group at Mayer Brown fields a ‘dedicated and diligent team of professionals’, who advise both issuer and underwriter clients on debt capital markets transactions. Working across the Chicago and New York offices, the team is ‘committed to providing excellent client service’, and is also rated for its responsiveness and proactivity. Recent highlights for the group include New York-based David Bakst advising HSBC Securities (US) on the establishment of a $3bn global MTN program for HSBC Bank Brazil – Bank Múltiplo (HSBC Brazil), and also advising HSBC Securities (US) as lead underwriter of a $500m Rule 144A/Reg. S offering of 4% senior notes by HSBC Brazil, the first under this program. John Berkery in New York, together with Edward Best in Chicago, advised Citigroup Global Markets as underwriter of Archer Daniels Midland Company’s $750m offering of 4.479% notes due 2021 and a further $1bn offering of 5.765% debentures due 2041. Best also advised Bank of America Merrill Lynch as underwriter of a $1.25bn notes offering and a $750m notes offering by The Dow Chemical Company. Other issuer clients include Republic Services, and the team also represented JPMorgan as underwriter in several debt offerings. In the Chicago office, David Schuette is highly recommended.

Morrison & Foerster LLP’s ‘very knowledgeable’ team is noted for its experience advising on investment grade debt offerings for both issuer and manager clients, particularly in the energy, cleantech, technology and media sectors, and is also ‘very strong in the REIT arena’. Furthermore, the group has an excellent covered bonds practice, and also advises on MTN programs and convertible bond offerings. New York-based James Tanenbaum and Anna Pinedo remain leading figures at the firm, and in July 2011, advised a group of 11 underwriters, including Barclays Capital, Credit Suisse Securities (USA) and Wells Fargo Securities, on Capital One Corporation’s $3bn senior notes offering. The firm continues to act as appointed underwriter counsel for Bank of America Merrill Lynch, and advised the bank on 100 debt offerings in this capacity during 2011. Co-chair of the firm’s public companies and securities practice David Lynn in Washington DC is an ‘excellent securities lawyer with strong capital markets expertise’. Lynn, with of counsel Ze’-ev Eiger in New York, advised UDR, a REIT, on a $300m offering of 4.25% senior notes. Other issuer highlights included advising CGI Group on a $475m Rule 144A/4 (2) cross-border private placement of senior notes into the US, and representing Dairy Crest Group in an $85m Rule 144A/4 (2) cross-border private placement of senior notes into the US. San Francisco-based Brandon Parris is highly recommended, and clients also rate the firm’s ‘good value for money’.

The ‘entrepreneurial, quick and efficient’ team at Proskauer Rose LLP has broad capital markets experience, ‘tremendous industry knowledge’, and ‘exceptional technical expertise’, particularly in the debt and high-yield debt arenas. The practice received a boost in 2011 with the hires of ‘strong negotiator’ Frank Zarb, ‘invaluable on issues related to proxy distribution, voting and tabulation’, who joined from the SEC, and Justin Breen from Cahill Gordon & Reindel, who has substantial high-yield debt experience. Key clients for Frank Lopez, who has an 'extremely strong grasp of the leveraged finance market', and Breen include new investment bank Global Hunter Securities and Imperial Capital. Frank Lopez and Julie Allen continue to head up the team; Allen recently advised Icahn Enterprises in a $500m senior notes offering. Los Angeles-based Michael Woronoff has ‘superb communication, analytical and client management skills’ and is rated for his ‘thoughtful and creative approach, and co-operative demeanor’. Also recommended in New York are Stuart Bressman, who provides ‘timely and accurate advice’, ‘senior statesman’ Arnold Jacobs, who is rated for his ‘experience, judgment and diplomacy’, and senior counsel Steven Fishman, who is singled out for his ‘depth of legal and market understanding’.

Highly regarded as one of the major firms in the energy sector, Vinson & Elkins L.L.P. has excellent capabilities in the capital markets space, particularly on the issuer side. The firm continues to dedicate a third of its practice to the MLP arena. Chairman of the firm Mark Kelly advised on several key issuer mandates in 2011, including representing Nabors Industries in a $700m senior notes offering, and advising Chevron Phillips Chemical Company on a $300m senior notes offering. The firm is also increasing its profile in representing underwriters. Kelly advised JPMorgan Securities as underwriter of Waste Management Inc’s $500m senior notes offering, and Douglas McWilliams also advised Barclays Capital as underwriter of a $1.25bn senior notes offering by Enterprise Products Operating. Former Dallas partner Robert Little joined Gibson Dunn in 2011.

The strong capital markets team at Weil, Gotshal & Manges LLP continues to provide excellent advice to issuers and managers, and remains experienced in sector-specific work, including health, real estate, technology and media. The group is led by Matthew Bloch, but it suffered the loss of Rod Miller in September 2011, who joined the global securities group at Milbank, Tweed, Hadley & McCloy LLP. Bloch is active in advising clients on debt and high-yield debt offerings, and underwriter clients include Barclays, Morgan Stanley, and Goldman Sachs. Bloch also counts DIRECTV, health insurer WellChoice and Generac as clients. Highlights for the firm’s head of securities David Lefkowitz included advising General Motors on its $15bn financing received from the United States Department of the Treasury. The team also recently advised INC Research on a $300m private offering of fixed rate senior notes to finance its acquisition of Kendle International, and advised Microsoft Corporation on a $2.25bn offering of investment grade senior unsecured notes. It also advised JPMorgan Securities, Banc of America Securities, Citi and Morgan Stanley as underwriters of Microsoft Corporation’s $3.75bn investment grade notes offering. Associate Sacha Jamal in the Dallas office is an ‘excellent corporate lawyer’.

A strong player in the energy arena, Andrews Kurth LLP impresses on account of its capital markets experience, advising on both investment grade and high-yield debt offerings. The Houston-based team is led by Michael O’Leary and David Buck, and also features Henry Havre, who is highly experienced in the debt arena, and Rob Taylor, who is singled out on the high-yield debt side. Buck recently advised Basic Energy Services on a $475m Rule 144A private placement of high-yield senior notes, and Havre advised Hilcorp Energy on a $350m aggregate principle amount senior notes offering. Demonstrating growing strength on the underwriter side, William Cooper in Washington DC advised Credit Suisse Securities (USA), Morgan Stanley, Wells Fargo Securities, Banc of America Securities, Citigroup Global markets and UBS Securities as underwriters of Energy Transfer Equity’s $1.8bn senior unsecured notes offering.

Covington & Burling LLP has a ‘strong debt capital markets capability’ and regularly advises a host of issuer clients on note offerings. The ‘very good’ Bruce Bennett leads the practice from New York, together with Washington DC-based David Martin. Frederick Knecht is also recommended, and with substantial in-house experience at a number of leading investment banks, Knecht is an important asset to the team. Recent key mandates include advising mining equipment company Joy Global on a $500m registered underwritten offering of 5.125% senior notes due 2021. In Washington DC, David Engvall led the advice provided to SandRidge Energy on a $900m Rule 144A offering of 7.5% senior notes due 2021 and a cash tender offer for $650m in outstanding 8.625% senior notes due 2015. The Goodyear Tire and Rubber Company remains a core client for the group, and the team recently completed a €250m Rule 144A senior notes offering for the company’s subsidiary Goodyear Dunlop Tires Europe. Donald Murray and Eric Blanchard joined from Dewey & LeBoeuf LLP.

Providing a ‘great level of service’, DLA Piper LLP maintains its expertise in advising issuers on capital markets transactions. It is also growing its debt market experience, particularly in the high-yield arena. The group advises on a range of issuances, and the team is rated for its knowledge and response times. ‘Very knowledgeable on unsecured bonds and credit facilities’, Jamie Knox is highly recommended, and in April 2011, Knox advised Wells Real Estate Investment Trust II on a $250m private offering of senior notes by its subsidiary Wells Operating Partnership. Demonstrating growing capabilities on the manager side, Jack Kantrowitz led in advising Bank of America Merrill Lynch, Citigroup Global Markets and JPMorgan Securities as underwriters of France Telecom’s $1bn registered offering of 2.750% notes due 2016 and a further $1bn registered offering of 4.125% notes due 2021. Chair of the practice Christopher Paci is also singled out for his longstanding experience.

Fresh from its merger with Baker & Daniels, Faegre Baker Daniels now fields a larger team, and the ‘very knowledgeable’ firm continues its focus in providing issuer side advice to a range of clients. The securities practice is rated for its ‘cutting-edge industry expertise and outstanding creativity’, and clients appreciate the team’s ‘excellent timeliness’. Headquartered in Minneapolis, the team is led by the ‘very experienced and knowledgeable’ Sonia Shewchuk, who recently advised longstanding client Target Corporation on a two-tranche debt offering comprising $350m of fixed rate notes and $650m of floating rate notes. The firm continues to represent Wells Fargo & Company and Wells Fargo Bank in all public debt offerings, which numbered 90 in 2011. Morgan Burns advised Archer Daniels Midland Company on its $1.5bn floating rate notes public offering and also on the remarketing of $1.75bn in debentures. The firm is noted for its uniquely strong practice in Indian Country finance, where Kent Richey ‘stays well ahead of the curve’ in tribal financing work. The group is also praised for its deep bench of lawyers, particularly at associate level, and ‘tremendous overall value’. The ‘very accessible’ Dawn Pruitt is ‘highly organised and a pleasure to work with’.

Hogan Lovells US LLP’s ‘very practical’ capital markets group fields a team of ‘highly responsive lawyers’, and is known for expertise in the real estate and REIT sectors. The practice is led out of Denver and Washington DC, with Paul Hilton and David Bonser leading each office. Clients rate the group’s ‘bench strength in securities law’, and highlights included advising Lockheed Martin Corporation on a $2bn offering of investment grade debt, and representing Dell in a $1.5bn senior notes offering. Jeffrey Rubin in New York advised Barclays Capital, Credit Agricole CIB, BNP Paribas Fortis and Deutsche Bank as the lead managers acting as US securities law counsel on the Kingdom of Belgium’s €3bn floating rate OLOs (Belgian bonds) offering. Singled out from the team are Richard Parrino, who ‘understands clients’ businesses’, and Stuart Stein, both located in the Washington DC office.

Providing a ‘very high level of service’ to issuer clients, Kilpatrick Townsend & Stockton is rated for its ‘expertise advising on sophisticated transactions’. Practice head David Eaton is ‘one of the best technical securities lawyers’, and Benjamin Barkley is singled out for his ‘depth of knowledge and practical wisdom’. In 2011, Eaton and Barkley advised Delta Air Lines on a series of SEC-registered offerings of enhance equipment trust certificates of total amount $630m. Other key issuer clients include AGL Resources and James River Coal Company.

The ‘very responsive’ team Milbank, Tweed, Hadley & McCloy LLP is traditionally known for the strength of its global practice, and the firm has substantial knowledge of debt capital markets work, representing issuers and managers in the US and beyond. The group is praised for providing ‘high-caliber advice’ and ‘strong client service’. The ‘particularly goodDouglas Tanner recently represented South Street Securities in a private placement of $25m floating rate senior secured notes and $15m floating rate junior secured notes. Tanner and Arnold Peinado also advised Nabors Industries on a $700m Rule 144A/Reg. S 4.625% senior notes due 2021. On the manager side, the firm acts as designated underwriter counsel to Verizon Communications and US Airways, with Robert Mullen Jr recently advising the underwriters in Verizon Communications’ SEC-registered offering and sale of $6.25bn of several floating rate notes and notes offerings. The team was boosted by the arrival of ‘strong capital markets lawyerRod Miller from Weil, Gotshal & Manges LLP in 2011, but also lost Michael Fitzgerald and three other partners to Dewey & LeBoeuf LLP.

O’Melveny & Myers LLP’s capital markets team advises managers and issuers on debt offerings. International Lease Finance Corporation remains a key client; John-Paul Motley and the Hong Kong-based David Johnson recently advised the company on a public offering of $2.25bn senior unsecured notes, consisting of $1bn 5.75% senior notes due 2016 and $1.25bn 6.25% senior notes due 2019. William Kuesel in New York advised NCL Corporation on a $250m senior notes offering, and also represented Seven Seas Cruises in its $225m senior secured notes offering. The firm continues to build on its underwriter experience, and Johnson recently advised Deutsche Bank, UBS, Morgan Stanley, BNP Paribas and Bank of America Merrill Lynch as underwriters of a $2.5bn global notes offering in two tranches by Toyota Motor Credit Corporation. San Francisco-based Brophy Christensen is also singled out for his expertise. However, the firm was hit by several departures in 2011 from the transactional area, and the effect of this remains to be seen.

Orrick, Herrington & Sutcliffe LLP advises issuers on all types of debt offerings. Don Keller leads the group from the Menlo Park office, and the firm also has new banking and debt capital markets capability in New York, following the arrival of Bruce Czachor, who joined from Shearman & Sterling LLP. The group has experience in the retail sector, recently advising Levi Strauss & Company on a €300m high-yield private placement of 7.75% Euro-denominated senior notes due 2018. It also represented The Gap in a $1.25bn investment grade issue of senior unsecured notes due 2021. Both these transactions were led by San Francisco-based Brett Cooper. Cooper also represented Pacific Gas & Electric Company in two senior notes offerings totaling $500m.

Impressing clients with its high level of service, Paul, Weiss, Rifkind, Wharton & Garrison LLP is really making a commitment in the capital markets space, increasing the size of the team substantially in 2011, both in the New York office and in the firm’s new Canadian office in Toronto. The firm’s client base has duly expanded, and the team now acts for the Apollo Management Group and all its portfolio companies. In New York, Monica Thurmond and Gregory Ezring, a very well known player in the high-yield debt arena, joined from O’Melveny & Myers LLP, and both bring substantial expertise. The ‘outstanding’ Edwin Maynard is particularly rated for his Canadian practice, and together with Andrew Foley, is described as having ‘unrivalled depth of experience in advising Canadian issuers on cross-border securities offerings’. Maynard recently advised longstanding client Teck Resources on a public offering of $2bn senior unsecured notes. Elsewhere, John Kennedy continues to advise Time Warner Cable on all capital markets transactions, and in 2011 assisted the company in a $2.25bn public offering of senior unsecured notes and debentures, and on a £625m registered offering in the UK.

The Texas-based team at Thompson & Knight LLP provides ‘timely service’ to issuer clients on debt capital markets offerings to clients in the energy sector. In the Dallas office, Joe Dannenmaier and Amy Curtis are described as ‘intelligent and easy to work with’, and provide ‘practical, good advice’. Dannenmaier and Curtis recently advised Texas Industries on a $650m Rule 144A offering of senior notes, and on a further $550m tender offer, and also represented Brigham Exploration Company in several offerings, including a $300m Rule 144A senior notes offering, a $300m senior notes offering and a $160m tender offer of senior notes. Other key clients include Frac Tech Services and Noble Energy.

The securities practice at White & Case LLP has excellent debt capital markets capabilities, and regularly handles complex high-yield offerings. Key individuals at the practice include Colin Diamond, Gary Kashar and Ronald Brody. Previous clients have included Hess Corporation and WellPoint. The firm is also active in providing manager representation, and acts for several major investment banks, including Morgan Stanley.

Winston & Strawn LLP continues to grow its capital markets experience, with the ‘responsive and effective’ Jim Junewicz leading the team from Chicago. The practice is also increasing its mandates in the high-yield debt arena. Steven Gavin, also in Chicago, counts Nuveen Investments as a key client. On the manager side, Junewicz advised Wells Fargo Securities, Citigroup and Morgan Stanley on healthcare company Stryker’s $750m bond offering. Bank of America is another important client.


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

Remaining a forerunner in capital markets work, Cleary Gottlieb Steen & Hamilton LLP, ‘one of the most technically capable firms’, has an ’extremely diligent and detail-orientated’ team. On the equity side, the group has a renowned depth of expertise, and represents both issuers and managers in IPOs and other offerings. The firm of ‘thought leaders’ is particularly noted for the strength of its underwriter advice, and Jeffrey Karpf and Craig Brod are currently acting as counsel to the underwriters in the $9bn public offering of AIG common stock by AIG and the US Department of the Treasury. Citigroup continues to be a key client, and the team advised the underwriters, led by Morgan Stanley, on Citigroup’s $10.5bn SEC-registered offering of common stock held by the US Department of the Treasury. ‘One of the very best equity capital markets lawyers’, Leslie Silverman has a superb reputation and instils ‘great confidence in navigating tricky situations’. Silverman recently advised Citigroup and Morgan Stanley as representatives of the underwriters in the IPO of Spirit Airlines. Duane McLaughlin advised Kraton Performance Polymers on a secondary offering of common stock. Michael Dayan has an ‘excellent understanding of equity derivative risks’, and senior attorney David Parish is singled out for his experience, expertise and demeanor, and ensures ‘the smoothest transactions’. Helena Grannis made counsel in January 2012. Also recommended are Adam Fleisher, Nicolas Grabar and William Gorin.

Consistently assisting clients on cutting edge transactions’, Cravath, Swaine & Moore LLP’s superb securities practice has a depth of experience in advising clients on a range of offerings. The team is lauded for having ‘the rare combination of subject matter expertise combined with excellent client service’. ‘Second to none’ for providing manager counsel, the firm also advises issuers on the equity markets. A recent highlight includes advising the underwriters, led by Credit Suisse, JPMorgan and UBS, on a $7.5bn registered secondary offering of common stock by The Mosaic Company, a transaction led by the highly recommended William Fogg, who was made up to managing partner of the corporate department in 2012. Fogg also advised the underwriters, led by UBS and Deutsche Bank Securities, on James River Coal Company’s $156m registered offering of common stock. William Whelan, another experienced practitioner, advised the underwriters, led by Jefferies & Company and Citi, on the $150m registered offering of common stock by Sabra Health Care REIT, a subsidiary of Sun Healthcare Group. Andrew Pitts represented a syndicate of underwriters regarding Apollo Global Management’s $565m IPO of Class A common stock. Clients say the team ‘gets to the right answer, and gets there fast’. Acting for the issuer, Craig Arcella represented The Fresh Market in its $582m registered secondary offering of common stock, with shares listed on the NASDAQ Global Select Market. Stephen Burns, William Rogers Jr, Erik Tavzel and Kris Heinzelman are all singled out for their expertise.

Davis Polk & Wardwell LLP has an excellent name for all types of securities work, and in the equity arena, the group has notable strength advising both issuers and managers. Despite the current economic slump in the IPO arena, the firm remained remarkably active in this regard during 2011. Practice co-head Richard Truesdell advised Morgan Stanley and Bank of America Merrill Lynch as representatives of the underwriter on the $900m SEC-registered offering of common stock of BankUnited; this was the largest-ever US bank IPO. Truesdell also advised the joint bookrunning managers on the IPO of Michael Kors. Joseph Hall advised JPMorgan Securities and Credit Suisse Securities as joint bookrunning managers of Air Lease Corporation’s $923m IPO of common stock. With ‘extremely deep and broad technical knowledge’, Michael Kaplan provides ‘very sensible and practical advice in a responsive manner’ and ‘garners immense respect’ from clients. Kaplan represented the joint bookrunning managers, including Barclays and JPMorgan Securities, on Wesco Aircraft’s $315m IPO. Truesdell also led in advising four banks as the joint bookrunning managers of a $1.9bn equity offering by Fifth Third Bancorp. Also renowned for quality advice to issuer clients, Truesdell also advised Kosmos Energy on its $621m IPO of common shares, and Menlo Park-based Alan Denenberg represented Solazyme on its $227m IPO. In Menlo Park, Bruce Dallas and Martin Wellington are recommended and recently represented Pandora Media in its $235m IPO. Other recommended individuals include Richard Drucker and Richard Sandler, both based in New York.

A ‘great firm’, Latham & Watkins LLP has an incredible depth of practice across the US, with capital markets expertise at all levels. The group remained strong in the equity arena in 2011, and managed to complete several IPOs despite tough market conditions. The firm is lauded for the strength of its advice to both issuer and manager clients. In 2011, co-chair of the practice Marc Jaffe advised Bank of America Merrill Lynch as lead underwriter on a $222m offering of shares of common stock and a secondary offering of $432m of shares of common stock by US-based retailer Express. Jaffe also represented Jefferies & Company as lead underwriter in the $140m IPO of Bravo Brio Restaurant Group. Also from New York, Kirk Davenport advised Goldman Sachs as lead underwriter on MagnaChip Semiconductor Corporation’s $133m IPO. Other underwriter clients include Credit Suisse, Citi and JPMorgan. From the Silicon Valley office, recent key mandates on the issuer side include advising Cornerstone OnDemand on its $136m IPO, a transaction led by Christopher Kaufman, and advising Avago Technologies on ordinary and common share offerings totaling $2.3bn, matters handled by Anthony Richmond and Drew Williamson. Richmond also represented Spirit Airlines on its $187m IPO, and Julian Kleindorfer in Los Angeles advised the REIT America Assets Trust on its $648m IPO. Elsewhere, Boston-based John Chory represented Zipcar in its $174m IPO, and Houston-based William Finnegan advised MLP Tesoro Logistics on its $273m IPO. Alexander Cohen in Washington DC is recommended.

The ‘excellentSimpson Thacher & Bartlett LLP has a top reputation for equity capital markets work, and acts for an impressive client base, which includes private equity giants KKR and Blackstone. A clear leader on the issuer side, the firm has an outstanding track record in the IPO arena, and remained busy throughout 2011. The highly recommended Joseph Kaufman led in advising HCA Holdings on its $4.35bn IPO and dividend recapitalization; this was the largest-ever private-equity backed IPO in the US. Kaufman also represented Nielsen Holdings, a portfolio company of Blackstone, The Carlye Group, KKR, AlpInvest Partners, Centreview Partners, Thomas H Lee Partners and Hellman & Friedman, in its $1.64bn IPO and concurrent offering of $250m mandatory convertible subordinate bonds. Capital markets practice head Vincent Pagano has a wealth of experience, and advised key client PPL Corporation on a $3.3bn offering of common stock and equity units in 2011. The ‘especially competent’ Joshua Ford Bonnie advised FXCM on its $242.5m IPO of Class A common stock. The firm also represented The Mosaic Company on a $7.5bn offering of common stock, and in a further secondary offering of $1.2bn shares of common stock. On the underwriter side, recent mandates include representing the underwriters, led by JPMorgan Securities, Barclays Capital, Morgan Stanley and Goldman Sachs, in the $454.6m IPO of Dunkin’ Brands Group; this offering was led by Rhett Brandon. In Palo Alto, Kevin Kennedy advised Goldman Sachs as the sole underwriter of a $234m offering of shares of common stock by Tesla Motors, and William Hinman represented the underwriters in two offerings, totaling $2.5bn, by Avago Technologies. In New York, Igor Fert made partner in 2011, and Risë Norman and Andrew Keller are also singled out for their expertise. The firm expanded to open a new office in Houston in 2011.

A strong equity capital markets player, Skadden, Arps, Slate, Meagher & Flom LLP is noted for its advice to both issuer and manager clients. The practice is particularly strong in the REIT sector, and in 2011, David Goldschmidt represented HCP in a $1.5bn primary offering of common stock; this was the largest-ever follow-on offering by a REIT. Goldschmidt also advised HCP on another $1.1bn public offering of common stock. Co-head of the corporate finance practice Stacy Kanter advised BlackRock on a $9.6bn secondary offering of common stock, by two of its shareholders, Bank of America and The PNC Financial Services Group. Providing advice to the underwriters, Michael Zeidel represented Goldman Sachs, Deutsche Bank Securities, RBC Capital Markets, Morgan Stanley, UBS Securities, Wells Fargo Securities and Barclays Capital in the $2.1bn offering by shopping malls owner General Growth Properties. Phyllis Korff is currently representing Credit Suisse Securities, Citigroup Global Markets and JPMorgan Securities as joint bookrunning managers in the proposed IPO of major private equity house Carlyle. Other key individuals in the team include Gregory Fernicola and Richard Aftanas, whose issuer clients include BankUnited, Springleaf REIT, DigitalGlobe and Swift Transportation Company. In addition to the capabilities of the New York office, the firm’s Los Angeles team handles a substantial amount of capital markets work, led by Gregg Noel and also featuring Casey Fleck.

Sullivan & Cromwell LLP fields a fantastic team of ‘superb capital markets lawyers’, and provides advice to issuer and manager clients. Singled out from within the team are Robert Buckholz, Robert Reeder and Robert DeLaMater; all three are ‘highly intelligent, thoughtful and creative’. Buckholz recently represented the underwriters, led by Goldman Sachs, JPMorgan, Deutsche Bank and Morgan Stanley in the $240.6m IPO of GNC Holdings, and Goldman Sachs and JPMorgan as lead underwriters of GNC’s follow-on offering of 20 million shares of Class A common stock. William Farrar advised the underwriters, led by Deutsche Bank and Morgan Stanley, on the REIT MFA Financial’s $605.5m SEC-registered offering of shares of common stock. In a major financing initiative in 2011, the group represented AIG in an $8.7bn SEC-registered public offering of shares by AIG and the US Department of the Treasury. Also on the issuer side, managing partner of the corporate finance group Robert Downes advised NorthStar Realty Finance Corporation on a $73.3m public offering of common stock. From Los Angeles, Patrick Brown and Alison Ressler are both recommended for their expertise. In New York, Jay Clayton and Catherine Clarkin also have notable experience.

Widely regarded for top capital markets expertise, Shearman & Sterling LLP’s team fields several highly rated individuals and has a depth of experience in the equity arena, most frequently on the manager side. David Beveridge continues to lead the ‘excellent’ team, and the group was notably active on IPOs throughout 2011. Beveridge represented Bank of America Merrill Lynch, Barclays Capital and Citi as lead underwriters in InterXion’s shelf registration and $304m IPO of Class A common stock. Michael Schiavone acted for Bank of America Merrill Lynch and Goldman Sachs as lead underwriters in Teavana’s $140m IPO. Another key mandate included advising Citi, Credit Suisse and Barclays Capital as joint bookrunning managers, as well as the group of co-managers, in the $594m IPO of Kosmos Energy; this offering was handled by Beveridge and Stuart Fleischmann. Antonia Stolper, who leads the firm’s Latin America practice from New York, is recommended. Robert Evans also receives high praise.

The ‘extremely knowledgeable and helpful’ team at Sidley Austin LLP provides a ‘great service’ on equity offerings, particularly to financial institutions. The Chicago-headquartered firm also has excellent capital markets capabilities in New York and San Francisco. The group is rated for being ‘available at all hours of the day and willing to explain legal documents’, and clients also value the strength-in-depth across all levels. Practice head Edward Petrosky is based in New York, and led in advising the underwriters on a $351m offering of common stock by Home Properties, and also acted as underwriters’ counsel in the $569m IPO of RLJ Lodging Trust. ‘One of the best for executing equity transactions’, Samir Gandhi is ‘very professional and knowledgeable’; Gandhi recently advised the underwriters regarding the $322.5m IPO of First Republic Bank, and acted as underwriters’ counsel in Fuel System Solutions’ $69m offering of common stock. Eric Haueter, in San Francisco, advised the underwriters on several common stock offerings by Realty Income of $300.2m, $214.2m and $248m. Issuer mandates included advising PennyMac Mortgage Investment Trust on two offerings of common stock totaling $491m, and Starwood Property Trust on two offerings of common stock totaling $930.5m; both transactions were led by J Gerard Cummins in New York. Chicago-based Larry Barden also represented the issuers on Owens Corning’s $258.3m offering of common stock. Also recommended are James O’Connor, Bartholomew Sheehan, Robert Mandell and associate Robert Ryan, all based in the New York office.

Providing ‘relevant and business-minded advice’, Baker Botts L.L.P.’s team of ‘trusted advisors’ is highly experienced in the energy markets, and the practice, split between Houston and Dallas, has impressive sector knowledge in the securities arena. ‘A notch above when it comes to responsiveness’, the team handled a solid run of equity offerings throughout 2011. The group also remains very active advising MLPs. Notable mandates included advising renewable fuels company KiOR on its $162m IPO, and advising the managers on public offerings of common units of aggregate amount $1.42bn by Plains All American Pipelines. Dallas-based deputy chair of the corporate practice Doug Rayburn led in advising the managers on public offerings of aggregate amount $1.03bn by Targa Resources Partners. Corporate chair David Kirkland represented the managers on the $3874m IPO of C&J Energy Services. On the issuer side, Kelly Rose led in advising LINN Energy on several public offerings of common stock totaling $1.562bn. The team ‘truly listens to what the client wants’ and is ‘excellent at creating and fostering solid relationships with in-house counsel and business clients’.

Leveraging off its top reputation in the high-yield and investment grade debt arenas, Cahill Gordon & Reindel’s equity capital markets practice is also focused on providing advice to manager clients. The firm continues to grow its experience, and won several new mandates from existing financial institution clients in 2011. The practice is also developing a specialist expertise in the healthcare sector, acting for several hospital operator clients. Highlights included James Clark, Jonathan Schaffzin and William Miller advising Citi, JPMorgan and Bank of America Merrill Lynch as underwriters in the $4.35bn IPO of HCA Holdings, and John Tripodoro and Douglas Horowitz advising Bank of America Merrill Lynch, JPMorgan, Barclays Capital, Citi and Deutsche Bank as joint bookrunning managers in the $450m IPO of Vanguard Health Systems. Elsewhere, Clark and Miller advised Bank of America Merrill Lynch and others as underwriters on a $610m common stock offering by Green Mountain Coffee Roasters, and also represented Barclays Capital as sole underwriter in a common stock offering of shares by Hanger Orthopedic Group. William Hartnett has ‘good business judgement’, and clients highly rate the firm for its ‘excellent knowledge’.

Providing issuers and financial institutions with ‘excellent business knowledge and advice’, Clifford Chance is widely known for its sector-specific experience, and regularly advises clients in the REIT and healthcare arenas. The highly recommended Kathleen Werner assisted Carey Watermark Investors on its $1bn IPO which launched in April 2011. Demonstrating the firm’s REIT capabilities, the team advised Credit Suisse, Goldman Sachs and JPMorgan on the $600m mortgage REIT IPO of PIMCO, and represented Apollo Residential Mortgage on its $200m IPO; both transactions were handled by Jay Bernstein and Andrew Epstein. Other issuer mandates included advising Equity Lifestyle Properties on a $350m common stock offering, a transaction led by Larry Medvinsky. Medvinsky, together with Jason Myers, also acted as underwriters’ counsel in advising Bank of America Merrill Lynch, Morgan Stanley, Goldman Sachs and UBS as joint bookrunners in Colony Financial’s $280m offering of common stock. Alejandro Camacho is recommended.

Rated for its ‘intellectual firepower’, Covington & Burling LLP’s ‘great team’ is focused on providing advice to issuer clients. The ‘practical and business-oriented’ David Martin, who is ‘exceptionally smart and experienced’, continues to lead the team alongside the highly praised Bruce Bennett. The team is singled out for its ‘diligent and hands-on service from partners’. SandRidge Energy remains a key client for the firm, and in 2011 the team acted on a $584m IPO of a royalty trust sponsored by SandRidge. Washington DC-based David Engvall is ‘especially recommended’ by clients, who also say that the firm is ‘one of the most responsive across every level’. Donald Murray and Eric Blanchard joined from Dewey & LeBoeuf LLP. Frederick Knecht is also highly rated.

Delivering ‘excellent quality’, Debevoise & Plimpton’s ‘extremely responsive’ team has experience across all types of equity offerings, and the firm’s high-level expertise in the private equity and insurance arenas gives the team a unique standing in the market. Aviation is another key area, and American Airlines remains a longstanding client. Providing ‘well-researched and considered advice’, the team is led by Peter Loughran and Alan Paley. The firm acted on several notable mandates as underwriter counsel during 2011. Loughran advised Goldman Sachs, Citi and Credit Suisse as bookrunning managers of the $9.7bn combined primary and secondary offerings of common stock and common equity units by MetLife and AIG. Loughran also represented the underwriters in two follow-on offerings of common stock by CVR Energy totaling $374.7m, and advised the underwriters, comprising Morgan Stanley, Barclays Capital and Goldman Sachs, on CVR Partners’ $353m IPO. Matthew Kaplan and Jeffrey Ross have ‘impressive industry knowledge’. Kaplan is also rated for his ‘timely and incisive responses on even the most complex issues’, and together with Paley, advised Morgan Stanley, Deutsche Bank and Citigroup as joint bookrunning managers on Cigna Corporation’s $650m offering of common stock. On the issuer side, Kaplan represented Booz Allen Hamilton in its $238m IPO. Steven Slutzky and Paul Rodel are recommended.

The team at Dechert LLP is rated for its ‘outstanding’ advice to both issuers and managers in the equity capital markets. The firm is rated for its strength-in-depth across all levels of experience, and expertise in cross-border transactions. Recent issuer mandates include advising KKR on the launch of a continuous offering of up to $1.5bn of common stock by Corporate Capital Trust, a transaction led by Thomas Friedmann in Washington DC. Friedmann also represented PennantPark Corporation in a $108.66m follow-on public offering, and advised Golub Capital in a $55.1m follow-on public offering. In the Philadelphia office, the ‘exceptional’ James Lebovitz has an ‘experienced voice’, and has growing expertise in advising business development companies; Lebovitz recently advised FS Investment Corporation and FS Energy & Power Fund on their continuous common stock offerings of $2.5bn and $1.5bn respectively. On the manager side, Friedmann represented a syndicate of underwriters, including Wunderlich Securities, Janney Montgomery Scott, Boenning & Scattergood and BB&T Capital Markets, in Gladstone Capital Corporation’s $35m offering of preferred stock. Howard Kleinman LLP in New York is also recommended.

The ‘knowledgeable and responsive’ team at Fried, Frank, Harris, Shriver & Jacobson LLP has a wealth of equity capital markets experience providing advice to both issuers and underwriters. The ‘top-flight’ practice is particularly noted for the strength of its advice to managers, and advises several major investment banks, including Goldman Sachs, Barclays, Deutsche Bank and UBS. Valerie Ford Jacob and Michael Levitt are a ‘pleasure to work with’, and Washington DC-based Vasiliki Tsaganos is ‘able to mobilize a team of experts’. Ford Jacob and the ‘very strongPaul Tropp acted for Barclays Capital, Credit Suisse Securities USA, JPMorgan Securities and RCap Securities as representatives of the underwriters in a $1.48bn public offering of common stock by Annaly Capital Management. The pair also advised the underwriters on two public offerings by Dollar General Corporation, of $1bn and $875m. ‘Top in his field’, Stuart Gelfond provides ‘excellent client service’, and recently advised several affiliates of Goldman Sachs in its $121.87m secondary offering of MoneyGram International’s series D preferred stock. A key issuer mandate for the team, handled by Joshua Wechsler who is based between New York and Hong Kong, included providing advice to luxury brand Coach on its listing of depositary receipts on the Hong Kong Stock Exchange. Levitt and Gelfond also advised CVR Partners on its $328.6m IPO and listing on the New York Stock Exchange. Daniel Bursky is singled out for advising manager clients.

Active in advising both issuers and underwriters, Gibson Dunn’s ‘very practical and innovative’ capital markets practice spans several US states and is recommended for its ‘international reach’. Stewart McDowell and Kevin Kelley lead the group from San Francisco and New York respectively. Recent underwriter mandates include advising Barclays Capital on MGM Resorts International’s $860m common stock offering, a transaction led by the Los Angeles-based Jonathan Layne, and McDowell advising Goldman Sachs as underwriter of RPX Corporation’s $160m IPO and as underwriter of the $134m IPO of Financial Engines. In New York, Barbara Becker also represented Deutsche Bank Securities in the $400m IPO of Trinseo, and Glenn Pollner advised Citigroup Global Markets on a $100m common stock offering by NPS Pharmaceuticals. On the issuer side, Andrew Fabens ‘goes above and beyond’ for clients, and recently advised Capital One Financial Corporation on a $2bn common stock offering from the Washington DC office. Douglas Smith in San Francisco also represented AMB Property Corporation in a $499.7m common stock offering. The ‘team-oriented’ group is ‘always a pleasure to work with’ and is ‘tuned into the collaborative relationship between external and in-house counsel’.

Goodwin Procter LLP is noted for its expertise across several industries, including life sciences, real estate and technology. Ettore Santucci leads the team from Boston, and the group reports an active 2011 acting for a steady stream of issuer clients. Key mandates included advising Avalon Bay Communities on a $654m common equity offering, and assisting longstanding client Aegerion Pharmaceuticals in an equity offering. Other issuer clients include Boston Properties, ValueVision Media, Zalicus, and the team also advised Tranzyme on its $51.4m IPO. The team is also active in several pending IPOs. High-profile instructions on the underwriter side included advising Bank of America Merrill Lynch, Morgan Stanley and Wells Fargo Securities on Digital Realty Trust’s $250m preferred equity offering, and representing Goldman Sachs on Universal Display Corporation’s $249.95 common equity offering. The practice continues to grow substantially; in May 2011, Richard Kline joined the firm’s Silicone Valley office from Wilson Sonsini Goodrich & Rosati, and Mark Schonberger joined the New York-based team from Paul Hastings LLP, bringing substantial experience in the real estate and REIT arenas.

With a top reputation for private equity work, Kirkland & Ellis LLP has a broad base of issuer clients and regularly advises on equity offerings. The practice is split between the firm’s Chicago and New York offices, and recent highlights include advising Trinseo on its $500m IPO, an offering led by the New York-based Joshua Korff and Christopher Kitchen, and advising Sensata Technologies Holding on a $762m offering of common stock, a transaction handled by Dennis Myers in Chicago. New York-based Christian Nagler, assisted by Scott Falk in Chicago, advised General Motors Company as the selling securityholder in the $1bn offering of fixed-rate perpetual preferred stock of Ally Financial. Robert Hayward in Chicago also advised US Silica Holdings on its $200m IPO. The firm is developing its experience in assisting underwriters, and in June 2011, Korff represented Goldman Sachs, Citigroup Global Markets, JPMorgan Securities and Bank of America Merrill Lynch as underwriters in the $300m IPO of Bankrate.

The ‘user-friendly and incredibly responsive’ team at Morrison & Foerster LLP has an excellent reputation and track record for handling IPOs and other equity offerings. The ‘practical, thorough and commercially focused’ group is ‘very intelligent’ and provides ‘great client service’ to both issuers and managers, particularly in the technology, cleantech, REIT and life sciences sectors. The ‘top-notch’ team features James Tanenbaum and Anna Pinedo, who are ‘experienced and results-oriented lawyers’, and recently advised drug company BioLineRX in a listing on NASDAQ of American depositary receipts (ADRs). Pinedo also advised Medley Capital Corporation on its $134m IPO in January 2011. David Lynn is singled out for his knowledge of SEC matters, and represented the REIT UDR in a $496.3m public offering of common stock. On the underwriter side, the ‘top quality’ team represented Barclays Capital, JPMorgan Securities, Morgan Stanley, Bank of America Merrill Lynch and Keefe, Bruyette & Woods in a $2bn forward offering of common stock by Capital One Financial Corporation. San Francisco-based Andrew Thorpe advised FBR Capital Markets & Co as underwriter of Hanmi Financial Corporation’s $80.5m public offering of common stock. Lloyd Harmetz is also recommended. All individuals are based in New York unless mentioned otherwise.

Advising both issuers and managers, O’Melveny & Myers LLP had an active year for 2011, although the firm lost key partner Gregory Ezring to Paul, Weiss, Rifkind, Wharton & Garrison LLP. Brophy Christensen now leads the practice from the San Francisco office. Highlights included advising Morgan Stanley, Bank of America Merrill Lynch and JPMorgan as underwriters of a $1bn registered public offering of common stock by Avalon Bay Communities, a transaction led by Peter Healy. On the issuer side, Washington DC-based Martin Dunn assisted in advising Lionsgate Entertainment Corporation on a SEC-registered public offering of shares. Sam Zucker in Silicon Valley represented Nektar Therapeutics in a $220.4m common stock offering. Also recommended are Sung Pak and William Kuesel in New York, and Los Angeles-based John-Paul Motley.

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s highly capable securities team is led by the ‘technically strong’ Edwin Maynard in New York and the London-based Mark Bergman. The US team ‘responds efficiently to tight deadlines’, and is known for providing solid advice to issuer clients, particularly in the gambling and entertainment sectors. The practice saw significant expansion in 2011, and with the arrival of Gregory Ezring and Monica Thurmond to the New York office from O’Melveny & Myers LLP, the team has substantially increased the number of portfolio and private equity clients. In a key mandate of 2011, John Kennedy advised Michael Kors on a private offering of $500m convertible preferred shares, and also represented the client in its $944m IPO. Rated for his ‘good business judgment’, Maynard is ‘very effective in dealing with underwriters’ counsel’ and ‘maintains a calm tone throughout difficult transactions’. A highlight for Maynard included representing Canadian mineral exploration and development company Ivanhoe Mines in a $1.2bn rights offering.

The ‘very client-centered’ team at Proskauer Rose LLP is highly regarded for its ‘technical correctness, market understanding and long experience’ in equity capital markets work. The group acts for both issuers and underwriters, and its ‘deep bench’ ensures that the team ‘brings an expert to the table on even the most arcane matters’. The highly recommended Julie Allen leads the team together with Frank Lopez, who has an ‘extremely strong grasp of the leveraged finance market’ and ‘pushes hard to achieve clients’ goals’. Lopez and the ‘excellent’ Stuart Bressman represented Global Hunter Securities in a $29m public offering of common shares by Mitcham Industries, and also as lead placement agent in a $7.9m private placement of common stock and warrants by Zoom Technologies. Bressman also continues to advise Lazard Capital Markets and Lazard Frères & Co in various stock offerings by several energy and pharmaceutical companies. Los Angeles-based Pippa Bond and Michael Woronoff are ‘outstanding and always available’, and recently represented GNC Holdings in its $414m IPO, and in a further follow-on offering of Class A common stock. Also in Los Angeles, the ‘smart, energetic and creative’ Monica Shilling is praised for her ‘impressive knowledge of federal securities laws’, and counts Ares Capital Corporation as an important client.

The ‘very knowledgeable’ team at Vinson & Elkins L.L.P. is a leader in the energy sector, and advises a host of issuer and manager clients in equity offerings. The group is rated for its ‘quick responses’ and ‘excellent service’, and it regularly advises on MLP formations, IPOs, and other common stock offerings. Kevin Lewis and David Oelman lead the practice from Houston, and in July 2011, Kelly advised Basic Energy Services on a $186m offering of common stock. A highlight for Oelman included representing C&J Energy Services in a $287m common stock offering and a further $383.5m common stock offering, a transaction completed with Stephen Gill. New York-based Alan Baden and Shelley Barber advised Lone Pine Resources on its $195m IPO. On the underwriter side, Oelman and Matthew Pacey represented the underwriters in the formation and IPOs of royalty trusts Sandridge Mississippian Trust and Sandridge Permian Trust. Firm chairman Mark Kelly is also highly recommended, together with Brenda Lenahan in New York. All individuals are based in Houston unless mentioned otherwise.

Weil, Gotshal & Manges LLP advises both managers and issuers on equity capital markets offerings. Matthew Bloch leads the highly capable team, and clients include Providence Equity Partners and the REIT General Growth Properties. On the manager side, Bloch has represented several financial institutions, including Citi, Goldman Sachs and Deutsche Bank Securities. Key representative mandates included advising Estée Lauder on a $575m common stock offering, and representing WellChoice on its $480m IPO. Alexander Lynch and David Lefkowitz have longstanding experience. Rod Miller departed to Milbank, Tweed, Hadley & McCloy LLP in 2011.

Highly praised for its ‘hands-on approach’, the team at White & Case LLP has a depth of expertise, and assists issuer and manager clients on all types of equity work, including IPOs and follow-on offerings. The group impresses with its ‘overall experience of core capital markets work’, which ‘rivals the traditional securities powerhouses without the premium pricing’. It is noted for its institutional experience, and the team counts Morgan Stanley, Deutsche Bank Securities and JPMorgan Securities as clients. Colin Diamond is a ‘fantastic securities lawyer’ with a ‘ton of energy and relevant experience across several sectors’. Gary Kashar is also recommended, and Kevin Keogh is now a retired partner at the firm.

With a reputation as a strong player in the energy arena, the Houston-based Andrews Kurth LLP advises both issuers and underwriters on equity offerings. The team was active in a number of IPOs in 2011; Michael O’Leary represented Goldman Sachs and Barclays Capital as underwriters in Kinder Morgan’s $3.3bn IPO. Together with Gislar Donnenberg, he advised El Paso Pipeline Partners on public offerings of common shares totaling $12.46bn. Melinda Brunger is recommended.

Active in the energy arena, Bracewell & Giuliani LLP’s securities team in Houston handled several key issuer mandates in 2011. Gary Orloff led in advising pipeline transportation and energy storage company Kinder Morgan on its $3.3bn IPO, and Michael Telle is currently representing FTS International (formerly Frac Tech International) in its $1.15bn IPO.

DLA Piper LLP’s equity capital markets practice was notably active in 2011, and the team advises issuer and underwriter clients on IPOs and other equity offerings. The team has a depth of knowledge in the technology arena. In a key highlight, Peter Astiz and Gregory Gallo in Silicone Valley and Jason Harmon in the Baltimore office represented Morgan Stanley and Goldman Sachs as the lead underwriters in the $700m IPO of Groupon. Group head Christopher Paci led in advising Teavana Holdings on its $139.6m IPO. Together with Edward Batts, Astiz represented Velti in its IPO and a follow-on public stock offering of aggregate amount $300m. Other issuer clients include Zeltiq Aesthetics and Isola Group.

Faegre Baker Daniels’ Minneapolis-based capital markets practice regularly advises issuer clients on IPOs and other offerings. The ‘excellent’ team ‘adapts well to provide services to fit clients’ demands’, and is led by the ‘practical and flexible’ David Miller, who has ‘substantive experience and a calm demeanor’. Morgan Burns and Jonathan Zimmerman provide ‘a very high-level of overall service’. In April 2011, Zimmerman advised ValueVision Media in a $59m common stock offering. Miller and Burns continue to represent Proto Labs on its pending $100m IPO and Bluestem Brands on its pending $184m IPO. The firm has also seen increased mandates on the underwriter side, and advised Craig-Hallum Capital Group, Robert W Baird, Stephens and Feltl as the managing underwriters of Titan Machinery’s $73m IPO. Clients appreciate the team’s ‘good value compared to East Coast firms’.

Real estate and REITs are the mainstay of Hogan Lovells US LLP’s equity capital markets practice. The practice is headed up by David Bonser and Paul Hilton, from the Washington DC and Denver offices respectively. Recent highlights include advising Walker & Dunlop on its $100m IPO, representing DuPont Fabros Technology on two offerings of aggregate amount $265m, and acting for Webster Financial Corporation on its $117m offering of common stock. While the firm is known for handling work for issuer clients, it also acts for financial institutions. In 2011, the firm was appointed to the global panel of Bank of America Merrill Lynch, and advised the bank as lead underwriter in several instructions, including the $648m IPO of American Assets Trust, DCT Industrial Trust’s follow-on offering of $111m of common stock, and on a $117m follow-on offering of common stock by Hudson Pacific Properties.

Knowledgeable and timely’, the securities practice at Jones Day acts primarily for issuers, and advises on all types of equity offering. The firm has a broad presence across the US, and New York-based Christopher Kelly heads up the group. In 2011, Kelly, together with Michael Solecki in Cleveland, advised Cliffs Natural Resources in an $886.3m common stock offering. Kelly’s other key clients include Dedreon Corporation, Athersys and Molycorp. Solecki advised Developers Diversified Realty Corporation on a $130.6m public offering. In California, Timothy Curry represented Canaccord Genuity in a $34.5m follow-on public offering of common stock on the NASDAQ Global Market by GenMark Diagnostics. Stuart Ogg and Mark Hanson, based in Los Angeles and Atlanta respectively, are recommended.

Mayer Brown represents mid-cap and large-cap issuers in the equity arena, and had an active year throughout 2011. Consistently rated for providing ‘outstanding service’, the group is considered to be ‘on a par with top-level New York firms’ and provides ‘top-notch advice’. Recent mandates for the Chicago-based team include advising Prologis on a $1.2bn share offering. Philip Niehoff advised OCZ Technology Group on two offerings of common stock of $38m and $36.7m. Michael Hermsen and Niehoff have ‘unsurpassed knowledge of SEC rules’, and David Malinger is rated for his ‘wide industry knowledge’. Practice head Edward Best is also highly recommended. In New York, John Berkery and Philip Brandes led in advising TAL International Group on a $210m share offering. Other clients include Duff & Phelps Global Utility Income Fund and Isle of Capri Casinos. The firm’s Washington DC team is also active in capital markets works.

Milbank, Tweed, Hadley & McCloy LLP’s equity capital markets experience stems from the firm’s global expertise, and it provides ‘excellent client service’ to financial institutions. Highlights included advising Raymond James on a placement of shares of common stock by Iridium Communications, and representing Bank of America Merrill Lynch and Morgan Stanley on the IPO of WisdomTree. The team is also acting for an increasing number of issuer clients, and the firm’s presence in a number of key global locations ensures total client satisfaction in complex cross-border offerings.

With a strong focus on cleantech work and representing emerging companies, Orrick, Herrington & Sutcliffe LLP’s team provides a ‘very good level of service’ in equity capital markets matters to a broad base of issuer clients. Highlights for the team included advising SodaStream International on its $125m IPO, and representing Sequans Communications in its $77m IPO. The ‘very good, capable and responsive’ Brian Margolis in New York is recommended, and Silicon Valley-based John Bautista is praised for his ‘industry knowledge and business advice’.

The securities team at Paul Hastings LLP continues to establish itself under the leadership of New York-based Michael Zuppone. The group primarily advises issuer clients on equity capital markets offerings, but it is also increasing the number of manager side instructions that it handles. From the Palo Alto office, Robert Claassen represented Vermillion in a $43m secondary offering of common stock following its $230m Chapter 11 restructuring, and again in a further $21.8m follow-on public offering of common stock. In San Diego, Teri O’Brien and Deyan Spiridonov advised renewable chemicals and biofuels developer and manufacturer Gevo on its $107m IPO and listing on the NASDAQ Global Market. Other issuer clients include Strategic Hotels & Resorts and The Greenbrier Companies. Acting for the sole underwriter, William Schwitter and associate Yariv Katz, together with the Los Angeles-based Rob Carlson, represented Piper Jaffray & Co in a second public offering of shares by Lions Gate Entertainment Corporation. Arturo Carrillo, Joy Gallup, Michael Fitzgerald and Taisa Markus joined from Dewey & LeBoeuf LLP.

Despite its smaller size, the ‘exceptionally well-structuredSeward & Kissel LLP acts for an impressive number of issuer clients in IPOs and other equity offerings, particularly in the transport sector. The ‘excellent team’ provides an ‘outstanding service’, and is particularly rated for assisting in matters relating to regulatory compliance and SEC rules. Gary Wolfe and Robert Lustrin are praised for ‘quality advice and commercial thinking’, and Edward Horton is recommended. Highlights included advising Diana Containerships on its $132m IPO and Ocean Rig UDW in a $500m Rule 144A/Reg. S offering of common stock.

Known for its niche practice in assisting business development companies Sutherland Asbill & Brennan LLP maintained an active practice throughout 2011. The team is led by the Washington DC-based Cynthia Krus and Atlanta-based Eric Fenichel. Recent highlights include representing Solar Senior Capital in its $170m IPO and concurrent private placement, and advising GSV Capital Corporation on a $60.37 underwritten public offering of shares of common stock. The firm is also acting on an increasing number of instructions as underwriters’ counsel, advising Goldman Sachs on Medley Capital Corporation’s $133m IPO, and also representing the bank as underwriter of New Mountain Finance Corporation’s $130m IPO. Steven Boehm in Washington DC is recommended.

Chicago-based Winston & Strawn LLP impresses due to its growing experience in advising issuers on IPOs. Steven Gavin and Matthew Bergmann represented Groupon in its $700m IPO, a very high-profile mandate for the firm. Gavin also advised designer retailer Vera Bradley on its $202m IPO and $263m secondary offering of common stock.


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

A recognized leader in the global capital markets arena, Cleary Gottlieb Steen & Hamilton LLP is noted for its standout debt and equity capabilities, and particularly for its activity across Latin America, opening of a new office in São Paulo in 2011. Top tier for advising both issuers and managers, the New York-based team receives high praise from clients and peers alike. Francesca Odell provides ‘advice on a broad range of subjects’, and is a key contact for Brazil work. In 2011, Odell represented the initial purchasers in a $500m Rule 144A/Reg. S bond offering by TAM Airlines, and in an equity offering, Odell advised the underwriters, including Credit Suisse and Banco Itau, on the R$401.3m IPO of Technos. Elsewhere in Latin America, Jaime El Koury and Andrés de la Cruz, who both are based between the firm’s New York and Buenos Aires offices, advised Argentine real estate development company Raghsa on a $100m Rule 144A/Reg. S debt offering. Wanda Olson continues to advise Petróleos Mexicanos (PEMEX), assisting the company in an offering under its $22bn MTN program, and Olson also represented Comisión Federal de Electricidad on a debut Rule 144A/Reg. S offering of aggregate amount $1bn senior notes. Nicolas Grabar represented the underwriters in Sonae Sierra Brasil’s $261m Rule 144A/Reg. S IPO. In other matters, David Lopez led in advising Barclays, Goldman Sachs and Morgan Stanley on Israeli company Teva Pharmaceutical Industries’ $750m SEC-registered senior notes offering. Michael Volkovitsch has an excellent reputation for work in Italy, and advised Fiat Industrial Finance Europe as issuer and Fiat Industrial as guarantor in a €1bn guaranteed 5.25% notes offering and a €1.2bn guaranteed 6.25% notes offering, due 2015 and 2018 respectively. William Gorin is recommended.

Another major global player, Davis Polk & Wardwell LLP impresses clients with the depth of its advice, particularly on capital market transactions related to Latin America, establishing a new São Paulo office in 2011. While many members of the team remain in New York, others relocated, including Maurice Blanco, and Manuel Garciadiaz, who is praised for his ‘flawless track record’ and ‘comprehensive responses’. Highlights included Richard Sandler advising Bermuda-based PartnerRe on an SEC-registered share offering of aggregate amount $374m, and Nicholas Kronfeld advising HSBC Securities and Mitsubishi UFJ Securities as representatives of the initial purchasers in a $1.15bn notes offering by Corporacíón del Cobre de Chile. Between São Paulo and New York, Garciadiaz has a very active practice, and recent issuer mandates include advising BR Properties on a $379m offering of common shares on the São Paulo Stock Exchange (BOVESPA); representing Technos in its Rule 144A /Reg. S IPO also on the BOVESPA; and advising Banco de Crédito del Perú on several notes offerings. Blanco notably advised Arcos Dorados on its $1.4bn SEC-registered IPO. On the manager side, the team is equally strong. Garciadiaz represented Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs and Bradesco Securities as joint bookrunners of Qualicorp’s $681m Rule 144A /Reg. S IPO. Blanco represented Credit Suisse, Itau BBA, Morgan Stanley and Deutsche Bank on Adecoagro’s $361m SEC-registered IPO on the New York Stock Exchange. Also recommended within the team are Richard Drucker and Richard Truesdell.

Noted for the depth of its debt and equity capital markets practices, Clifford Chance has a huge international reach spanning the US, Europe, Asia and Latin America. The firm is also well known for its European covered bonds practice. It continues to be strong in key sectors, such as REITs and healthcare, and advises a host of financial institutions and issuer clients in both debt and equity offerings. Lewis Cohen and Alejandro Camacho represented Mexican REIT Fibra Uno in a $250m Mexican public offering and private placement. With support from the firm’s São Paulo office, Jonathan Zonis advised Energisa on a $200m hybrid senior perpetual notes issuance. Zonis also advised Deutsche Bank, Citi and BNP Paribas on the Republic of Hungary’s $4.25bn sovereign initial debt offering and reopening. Elsewhere, head of the firm’s transport and asset finance groups Zarrar Sehgal, together with Tony Lopez, represented AWAS Aviation Capital on a $600m offering of 7% senior secured notes due 2016, and listing of the notes on the global exchange market of the Irish Stock Exchange. Anthony Oldfield, who is based between São Paulo and New York, is also highly recommended.

Traditionally known as a more domestic-oriented firm, Cravath, Swaine & Moore LLP’s New York-based securities team has broad global coverage in the debt and equity markets, particularly in Europe, where the group is supported by the firm’s London office. A recent mandate for William Rogers Jr included representing the placement agents, including JPMorgan and LarrainVial, on a CLP$509bn Rule 144A/Reg. S offering of common stock of E-CL, listed on the Santiago Stock Exchange. Elsewhere, Eric Schiele advised the underwriters, led by JPMorgan, on CoStar Group’s $259m registered offering of common stock, listed on the NASDAQ Global Select Market. Kris Heinzelman represented Credit Suisse and HSBC as initial purchasers in a $2.5bn Rule 144A/Reg. S high-yield senior secured and senior unsecured debt offering by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc, and Reynolds Group Issuer (Luxembourg). Also recommended are William Fogg and Craig Arcella.

The ‘very constructive’ team at Shearman & Sterling LLP has strong global offerings capabilities, particularly in advising financial institutions. In 2011, the firm acted on a number of mandates in equity, debt and high-yield debt matters, and the New York-based team can call on a spread of offices in key jurisdictions including Europe, Canada and Asia to offer clients full support. Antonia Stolper, who leads the firm’s Latin America practice, advised Credit Suisse and Evrofinance Mosnarbank as dealer managers regarding the Reg. S international offering of amortizing bonds by the Bolivarian Republic of Venezuela on the Euro MTF Market of the Luxembourg Stock Exchange. Stuart Fleischmann represented Deutsche Bank Securities and HSBC as joint lead managers and bookrunners in the registered public offering of investment grade US$ and CLP$-denominated notes by the Republic of Chile, also listed on the Euro MTF Market of the Luxembourg Stock Exchange. In an issuer highlight, Robert Evans, together with the London team, provided advice to AngloGold Ashanti on a mandatory convertible bond offering, the first in South Africa. Manuel Orillac relocated to the firm’s New York office from Abu Dhabi in 2011, bringing additional Latin America expertise.

Simpson Thacher & Bartlett LLP has broad global capabilities across Europe, Asia and Latin America, and the US-based team can call upon an extensive network of offices to provide an effective service. The firm is traditionally known for advising financial institutions, but it has been steadily increasing its issuer mandates, and the team has substantial experience in both debt and equity offerings. In October 2011, David Williams advised Colombian retailer Almacenes Exito on a global offering of common shares listed on the Colombian Stock Exchange. On the debt side, Glenn Reiter represented the underwriters, led by Bank of America Merrill Lynch and JPMorgan, in a $2.75bn principal amount debt securities public offering by América Móvil. Reiter also represented Bank of America Merrill Lynch, Goldman Sachs and Deutsche Bank Securities as the initial purchasers regarding Comisión Federal de Electricidad of Mexico’s $1bn Rule 144A/Reg. S offering of 4.875% notes due 2021. Elsewhere, Jaime Mercado, who splits his time between New York and São Paulo, represented Barclays Capital and JPMorgan Securities as the initial purchasers in the Dominican Republic’s $500m sovereign debt offering in accordance with Rule 144A/Reg. S.

Skadden, Arps, Slate, Meagher & Flom LLP benefits from a wide-reaching global reputation, and the New York-based capital markets team has expertise across several jurisdictions, particularly Europe and Asia. The group advises manager and issuer clients on debt, equity and high-yield offerings. In Los Angeles, Gregg Noel is singled out for his experience in advising financial institutions. In 2011, Noel represented Deutsche Bank Securities as the lead underwriter in several international offerings, including the $50m IPO by China Growth Equity Investment (Cayman Islands), and the $70m IPO by Blue Wolf Mongolia Holdings Corporation (British Virgin Islands). In Latin America-related work, Noel also acts for Puerto Rico-based Oriental Bank and Trust, a subsidiary company of Oriental Financial Group. Further afield, Noel represented Australian company Westfield Group in a $1bn Rule 144A/Reg. S offering of 4.625% guaranteed notes due 2012 by its finance subsidiary WEA Finance. Casey Fleck continues to count the Wynn Resorts group as a key client, acting for Wynn Macau and Wynn Las Vegas. In the New York office, Phyllis Korff is noted for her Canadian practice, and Gregory Fernicola is rated for his substantial expertise in all types of capital markets offerings.

Sullivan & Cromwell LLP’s US-based team handles a substantial number of mandates requiring global knowledge of both the equity and debt capital markets. It has notable expertise in assisting non-US issuers on Rule 144A offerings into the US, and is traditionally singled out for its experience in representing underwriter clients. In 2011, Los Angeles-based Patrick Brown represented Barclays Capital and JPMorgan as lead underwriters in AT&T’s SEC-registered offering of $5bn total amount of global notes in three tranches. Andrew Soussloff, in New York, advised the underwriters, led by Credit Suisse and Goldman Sachs, on the United Mexican States’ $1bn SEC-registered offering of global notes listed on the Luxembourg Stock Exchange, and also represented Barclays Capital and HSBC as underwriters on a further $1bn SEC-registered offering of global notes by the United Mexican States. Key issuer mandates included representing Kinross Gold Corporation (Canada) on a $1bn Rule 144A/Reg. S senior notes offering, a transaction led by Robert DeLaMater; and Donald Crawshaw and Inosi Nyatta advising Barrick Gold Corporation (Canada) on a $4bn Rule 144A/Reg. S senior notes offering. Ann Bailen Fisher advised the Republic of Iceland on a $1bn Rule 144A senior notes offering (the first Eurobond sold by Iceland since 2006). Fisher, together with Latin America expert Sergio Galvis, represented the underwriters in a $2bn SEC-registered global bond offering by the Republic of Colombia. Galvis also advised Ternium (Argentina) on a $778m SEC-registered secondary offering of American depositary shares of Ternium by Usiminas Europa, alongside Washington DC-based partner Robert Risoleo.

Debevoise & Plimpton’s ‘excellent’ securities team has strong global capabilities, and acts for major financial institutions in addition to a host of issuer clients across several industry sectors. ‘Able to handle large and complex transactions’, the ‘very responsive’ group is active in both debt and equity offerings work. On the equity side, the team advised Société Générale as the global coordinator of the €300m IPO of Axway. Debt highlights included Alan Paley and Paul Rodel advising Westpac Banking Corporation on the preparation and initial offering of its $20bn global covered bond programme pursuant to Rule 144A/Reg. S, the first Australian covered bond offering into the US. Rodel and Peter Loughran also count Itaú Unibanco as a client, and in 2011, the team assisted the bank in a $500m offering of 6.20% notes due 2021 and a $250m offering of 5.75% notes due 2021, under its $10bn MTN program.

The capable team at Dechert LLP has made particular efforts in the cross-border arena recently, and the firm remains committed to growing the international elements of its capital markets practice. Advising banks and issuers on debt, high-yield debt and equity offerings, the team is notably active in Europe and Latin America. Among the team’s equity highlights, New York-based Kristopher Brown, assisted by members of the firm’s London and Paris offices, advised Zealand Pharma on a $65m share offering in respect of its IPO in Denmark and listing on NASDAQ OMX Copenhagen. Philadelphia-based John LaRocca, together with the Germany team, advised NORMA Group on its €386.4m IPO. Howard Kleinman in New York is rated for his underwriter representation; Kleinmann advised JPMorgan as the initial purchaser regarding CorpBanca’s $178m high-yield notes offering of fixed rate and floating rate notes, and a $115m Reg. S offering of senior notes (made under CorpBanca’s $500m global note program). On the issuer side, Kleinmann represented WPE International Coöperatief on the reopening of a Rule 144A/Reg. S offering of senior notes. Washington DC-based Thomas Friedmann is also recommended. Bonnie Barsamian joined Fried, Frank, Harris, Shriver & Jacobson LLP in 2011.

Another well-known global player, Fried, Frank, Harris, Shriver & Jacobson LLP is noted for its strength in the Asia-Pacific region, and the firm notably assisted American luxury brand Coach with its listing of depositary receipts on the Hong Kong Stock Exchange in December 2011. Firm chairperson Valerie Ford Jacob has over thirty years’ experience, and heads up the firm’s global capital markets group. The highly proficient Ford Jacob recently acted as US counsel to Flybe Group in its £66m IPO and listing on the London Stock Exchange, which included a placement of shares with US institutional investors pursuant to Rule 144A. Based between Hong Kong and London, Joshua Wechsler has extensive experience across Asia, and highlights in 2011 included advising the Hong Kong branches of UBS, Credit Suisse, Deutsche Bank and BOCOM International Securities in the $320m IPO and listing of Boshiwa International Holding, and representing the lead managers in the $208m IPO and listing of NT Pharma. The team also advised Bank of America Merrill Lynch as the sole global coordinator, bookrunner, lead manager and sponsor on Sitoy Group Holdings’ $94.6m global offering of ordinary shares and listing on the Hong Kong Stock Exchange. While the firm is singled out for the quality of its advice to financial institutions, it also handles issuer mandates; it advised Tracinda Corporation on an investment in MGM China related to MGM China’s $1.5bn global offering of shares and listing in Hong Kong. In 2011, Bonnie Barsamian joined the firm from Dechert LLP.

Latham & Watkins LLP has a superb reputation for the quality of its debt, high-yield debt and equity offerings advice across several locations, most notably in Latin America, Europe and Asia. The global group advises underwriter and issuer clients, and can call on its presence in key locations including London, Hong Kong and Tokyo to offer clients a broad service. In one of the first high-yield issuances by a Latin American issuer, Los Angeles-based Mark Stegemoeller represented Chilean transport company Inversiones Alsacia in a $464m 8% bond offering. Demonstrating equal strength in advising financial institutions, Marc Jaffe and Wesley Holmes, from the New York and Orange County offices respectively, advised Jefferies & Company as underwriter on Satélites Mexicanos / Satmex Escrow’s $325m global senior secured notes offering of 9.5% notes due 2017.

Benefiting from a fantastic reputation in Latin America, the global securities team at Milbank, Tweed, Hadley & McCloy LLP has substantial debt, high-yield debt and equity offerings expertise, and assists both issuer and manager clients. The firm also has a key presence in Europe and Asia, and is noted for its sector experience, particularly within the power and aircraft industries. Among recent debt offerings, Arnold Peinado represented Intelsat (Luxembourg) in a Rule 144A/Reg. S resale of $854m of senior PIK election notes and a SEC-registered resale of $191m of senior notes, and Marcelo Mottesi advised Chilean retail company Cencosud on a $750m senior notes issuance. Praised for his ‘superlative knowledge, advocacy skills and professional manner’, Robert Mullen Jr advised Export Development Canada on a SEC-registered $1.5bn offering and on the renewal of its $10bn Euro MTN program. In equity work, Andrew Jánszky, based between São Paulo and New York, led in advising Banco Itaú BBA, BTG Pactual and Banco do Brasil on the Rule 144A/Reg. S $586m IPO of Brazilian retail chain Magazine Luiza. Mottesi also represented Bank of America Merrill Lynch, JPMorgan, Morgan Stanley, Itaú and Citi in the $1.25bn IPO of Arcos Dorados listed on the New York Stock Exchange. The firm lost former securities and Latin America group head Michael Fitzgerald and three other partners to Dewey & LeBoeuf LLP in 2011, and the long-term effect of these significant departures remains to be seen. However, the arrival of Rod Miller from Weil, Gotshal & Manges LLP has already had a positive impact on the practice.

Morrison & Foerster LLP fields a strong team, which is active in both debt and equity global offerings work. The firm has experience across several jurisdictions, including Europe, Asia and Canada. The New York-based capital markets team includes Anna Pinedo, who is rated for her ‘excellent Latin America practice’ and broad expertise in other areas. In May 2011, Pinedo represented the underwriters regarding a $15bn update to the MTN program of Rabobank Nederland, Utrecht Branch. Bank of America Merrill Lynch remains a important client for the group, and Pinedo, James Tanenbaum and Lloyd Harmetz recently represented the underwriters in a CAD$650m public debt offering and program takedown of floating rate notes for BAC Canada Finance Company, guaranteed by Bank of America Corporation. The group counts Royal Bank of Canada and National Bank of Canada among clients. Jerry Marlatt is representing Depfa Bank (New York Branch) on the establishment of a $26bn US commercial paper program for Kells Funding. Clients value the firm’s wide network of offices across key jurisdictions to provide a high-quality service.

White & Case LLP has a solid reputation for expertise in cross-border debt, high-yield debt and equity offerings. The firm is noted for its presence in Latin America, Europe, the Middle East, Africa and Asia. Singled out from the team is Colin Diamond, who regularly represents issuers and managers in capital markets work. The team continues to act for financial institutions including JPMorgan Securities and Deutsche Bank Securities. Kevin Keogh retired in 2011.

Providing ‘excellent service’, Allen & Overy LLP impresses for its extensive global experience in capital markets debt and equity offerings, advising both issuer and manager clients. Recent highlights include advising Novartis on a $12.4bn SEC-registered offering of shares and American depositary shares, a matter led by Eric Shube. Founder of the firm’s Latin America practice, Cathleen McLaughlin is ‘fully committed to clients’ and a ‘very good negotiator’. In a key underwriter mandate, McLaughlin advised Santander Investment Securities, Morgan Stanley, Itaú BBA USA Securities and E S Financial Services on a $523m Rule 144A/Reg. S follow-on secondary offering of common shares (in Brazil and outside Brazil) by Energias de Portugal and its subsidiary company Energias do Brasil. The ‘very good team’ is led by Peter Harwich, who has a ‘great appreciation of all issues at play’.

Recommended for providing advice to issuers, the team at Baker Botts L.L.P. is known for its experience in the energy industry, and advises several major oil and gas companies on global and Rule 144A offerings work. Highlights for the Dallas-based group included Doug Rayburn and Luke Weedon advising Oil States International on a Rule 144A offering of $600m global senior notes, and together with Joshua Davidson in Houston, the team advised Inergy (a MLP) on a Rule 144A offering of $750m global senior notes. Davidson and Rayburn also led in advising another MLP, Chesapeake Midstream Partners, on a Rule 144A offering of $350m global senior notes. New York-based John Winter represented Production Resource Group in a Rule 144A offering of $400m global senior notes. LINN Energy is another key client for the group.

Mayer Brown has experience acting as issuer counsel in several Latin America-related instructions. From New York, David Bakst assisted in advising Banco Safra on a R$800 Rule 144A/Reg. S offering of 10.25% senior unsecured notes due 2016 under its global MTN program. Chicago-based Edward Best represented Canadian financial institution Caisse central Desjardins du Québec on the establishment of its €7bn global covered bond program and a €5bn global covered bond program, and also in an inaugural $1bn Rule 144A/Reg. S issuance of 2.55% series 1 covered bonds due 2016. The team also provides underwriter advice, and counts Barclays Capital as a client.

With notable strength in advising issuer clients, Proskauer Rose LLP is also singled out for its global experience. In 2011, the group expanded with the arrival of Justin Breen and Frank Zarb, who joined from Cahill Gordon & Reindel and the SEC respectively. Breen and Lopez represented food supplier Boparan Holdings in the issue of £400m of 9 7/8% senior notes due 2018 and €340m of 9 3/4% senior notes due 2018. Lopez receives praise for ‘working with others on a collaborative basis to achieve amazing and timely results’. Head of the Latin America practice Carlos Martinez is highly recommended, and splits his time between the firm’s New York and São Paulo offices. Martinez recently advised Toronto Stock Exchange-listed Pacific Rubiales Energy Corporation in a $300m offering of senior secured notes.


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 ‘superbCahill Gordon & Reindel, ‘one of the premier high-yield shops’, is widely perceived to be the most dominant player in advising managers on high-yield debt offerings. The heavyweight practice wields a ‘commanding presence’ in the arena, and ‘produces attorneys with the best foundations’ for advising on the most complex high-yield debt work. The team has an enviable market share of instructions, and regularly acts for all major financial institutions. In 2011, Daniel Zubkoff, Jonathan Schaffzin, Jonathan Frankel and Brian Kelleher advised the joint bookrunning managers, including Barclays Capital, Deutsche Bank Securities, UBS and Mizuho International, on Capsugel Finance Co’s $325m Rule 144A/Reg. S offering of 9.875% senior notes due 2019 (in order to finance KKR’s $2.4bn buyout of Capsugel from Pfizer). Kelleher, together with James Clark and Susanna Suh, also represented Bank of America Merrill Lynch and other initial purchasers regarding a $2bn Rule 144A offering by CIT Group, comprising $1.3bn of 5.25% series C second-priority secured notes due 2014 and $700m 6.625% series C second-priority secured notes due 2018. The ‘practical and down-to-earthWilliam Hartnett is ‘technically excellent’, and alongside William Miller, advised JPMorgan, Barclays Capital, Bank of America Merrill Lynch, Citi, Deutsche Bank Securities and Wells Fargo Securities as joint bookrunning managers of HCA’s $5bn public offering of senior secured notes. Clark and Corey Wright advised Bank of America Merrill Lynch, JPMorgan and Citi as joint bookrunning managers and the other underwriters in a $1bn public offering of 6.625% senior notes due 2021 by Limited Brands. John Tripodoro and Douglas Horowitz are highly recommended.

Benefiting from a top reputation in the market, Cravath, Swaine & Moore LLP has excellent high-yield debt capabilities and is known for its superb track record acting as manager counsel. Practice leader William Whelan and William Fogg, managing partner of the corporate department, are singled out for their deep experience. Whelan advised UBS, Credit Suisse, Morgan Stanley and Barclays Capital as the initial purchasers on two high-yield debt offerings by TransDigm totaling $1.65bn, and on the issuer side, Fogg represented The Jones Group in a $300m registered high-yield senior debt offering. Andrew Pitts represented Barclays Capital as the initial purchaser regarding Freescale Semiconductor’s $750m Rule 144A/Reg. S high-yield senior debt offering in 2011. Other key individuals include LizabethAnn Eisen, who acted for Goldman Sachs and Citi as initial purchasers in a $1bn Rule 144A /Reg. S high-yield priority guarantee debt offering of Clear Channel Communications, and Stephen Burns, who represented Morgan Stanley and Wells Fargo Securities as underwriters in a $1bn registered high-yield senior debt offering of Chesapeake Energy Corporation. Eisen, together with William Rogers Jr, also represented the initial purchasers, led by Bank of America Merrill Lynch, Goldman Sachs, Citi and Morgan Stanley, in the Chrysler Group’s $3.2bn Rule 144A/Reg. S high-yield secured senior debt offering. Eric Schiele acted for JPMorgan in a $150m Rule 144A/Reg. S high-yield senior notes offering of Bumble Bee Holdco. Leading individual Kris Heinzelman is a ‘fantastic lawyer’.

An ‘outstanding firm’, Davis Polk & Wardwell LLP is ‘excellent in all regards’ and had a very active 2011 for high-yield debt offerings work. The team is noted for assisting manager and issuer clients in complex transactions. Recent highlights on the manager side include representing the joint bookrunning managers on three high-yield debt offerings by Windstream, and advising Credit Suisse Securities as initial purchaser of Harbinger Group’s $150m Rule 144A/Reg. S offering of senior secured notes; both offerings were led by the highly recommended Michael Kaplan. Richard Truesdell has excellent experience, and represented The AES Corporation on a $1bn Rule 144A/Reg. S offering of senior notes. Truesdell also advised JPMorgan Securities as initial purchaser in Platinum Energy Solutions’ $50m unregistered add-on offering of senior secured notes (a reopening of an initial $115m offering), and represented Credit Suisse as joint bookrunning manager and initial purchaser on a series of Rule 144A/Reg. S offerings of over $1bn aggregate amount by Warner Music Group. The team is noted for its knowledge of a number of sectors, and counts vehicle component manufacturer Delphi Automotive, surgical facilities provider Symbion, retailer Limited Brands and data center and internet exchange service provider Equinix as recent clients. Also recommended from within the highly capable team are Richard Drucker, Richard Sandler, Sarah Beshar Joseph Hall and Deanna Kirkpatrick.

Latham & Watkins LLP’s respected securities practice has a wealth of high-yield debt experience, and provides advice to both issuer and manager clients on complex offerings work. In New York, Marc Jaffe is particularly rated for the quality of his advice, and recent instructions include representing Niska Gas Storage and other affiliates as issuers of a $800m Rule 144A/Reg. S high-yield debt offering, a transaction completed with Partrick Shannon, who is based in Washington DC. The team also fields Kirk Davenport, who is noted for his longstanding experience. In 2011, Davenport represented Morgan Stanley as lead initial purchaser in a $3.8bn high-yield debt offering by NRG Energy, and also advised Bank of America Merrill Lynch as lead initial purchaser on a $1bn Rule 144A/Reg. S high-yield debt offering by clothing manufacturer Hanesbrands. From Houston, Michael Chambers acted for Barclays Capital and Citi as lead initial purchasers in various Rule 144A/Reg. S high-yield debt offerings valuing at $1.4bn by Linn Energy. Elsewhere, the Washington DC team was also active in high-yield debt work. Rachel Sheridan represented Onex Partners and key client Pinafore on a $1.2bn Rule 144A high-yield bond offering by Pinafore LLC and Pinafore Inc, to finance the leveraged buyout of engineering and manufacturing company Tomkins. Shannon also advised The Carlyle Group and CommScope on CommScope’s $1.5bn Rule 144A/Reg. S high-yield bond offering.

One of the top firms in leveraged finance work’, Shearman & Sterling LLP has superb high-yield capabilities in the US and beyond. The team provides an ‘excellent service’ to both issuers and underwriters, and advises clients from a range of sectors. ‘Exceptional lawyer’ David Beveridge is ‘smart, responsive, commercial and results-oriented’. Notable highlights for Beveridge included advising the joint bookrunning managers (Credit Suisse, Bank of America Merrill Lynch, RBC Capital Markets, Citi and Wells Fargo Securities) on Frac Tech’s $550m Rule 144A/Reg. S registration rights offering of high-yield senior notes, and representing Bank of America Merrill Lynch, Morgan Stanley, JPMorgan and Barclays Capital as joint bookrunning managers in a $1.25bn Rule 144A/Reg. S high-yield senior notes offering by Dolphin Subsidiary II, a subsidiary of AES Corporation. Michael Benjamin is another key individual, and represented Bank of America Merrill Lynch, JPMorgan and Deutsche Bank as initial purchasers regarding a $390m offering of senior subordinated notes, a concurrent debt tender offer, and consent solicitation by Vail Resorts. Other key mandates included advising Citigroup Global Markets and Bank of America Merrill Lynch as representatives of the initial purchasers regarding the private placement of $750m of 8.125% senior notes due 2019 and $750m of 8.375% senior notes due 2021 by Sealed Air Corporation, and representing the joint bookrunning managers in Peabody Energy Corporation’s bridge takeout and Rule 144A/Reg. S offering of $1.1bn high-yield senior notes to finance the acquisition of Macarthur Coal.

Simpson Thacher & Bartlett LLP has a superb reputation and is rated for its excellent high-yield debt capabilities. On the issuer side, the firm benefits from its top-tier strength in private equity work, and advises a number of private equity sponsors on high-yield debt offerings. It is also known for its work for major financial institution JPMorgan. Arthur Robinson has longstanding experience and a wealth of high-yield debt knowledge, and represented the initial purchasers, led by Bank of America Merrill Lynch and Morgan Stanley, in two high-yield debt offerings of senior notes totaling $900m and pursuant to Rule 144A/Reg. S by Endo Pharmaceuticals. Joshua Ford Bonnie also acted for the underwriters in two $600m debt offerings (totaling $1.2bn) by Concho Resources. Demonstrating strength in advising issuer clients, Joseph Kaufman advised HCA in a $5bn offering of senior notes and in a further $500m offering of 8% senior notes due 2018. The firm’s Palo Alto office also represented Seagate Technology in a $600m aggregate principal amount offering of 7% senior notes due 2021. Other issuer clients include SunGard Data Systems, XM Satellite Radio, L-3 Communications Holdings and Vanguard Health Systems. The firm opened a new office in Houston in 2011, and has already sourced a number of energy-related transactions. Practice head Vincent Pagano is praised for his expertise.

Skadden, Arps, Slate, Meagher & Flom LLP is known for handling complex high-yield debt work for issuer clients. Co-head of the firm’s global corporate finance practice Stacy Kanter represented Endo Pharmaceuticals in a $900m Rule 144A/Reg. S offering of senior notes in two tranches. Richard Aftanas represented Florida East Coast Holdings Corporation in a $130m Rule 144A/Reg. S high-yield offering of senior PIK toggle notes, and assisted Oppenheimer Holdings with a $200m Rule 144A/Reg. S high-yield offering of senior secured notes. On the manager side, Aftanas represented Morgan Stanley as sole manager in Merge Healthcare Incorporated’s $52m Rule 144A/Reg. S high-yield offering of senior secured notes. In Los Angeles, the recommended Gregg Noel advised Banc of America Securities as lead initial purchaser in FTI Consulting’s $400m Rule 144A/Reg. S’s high-yield offering of 6.75% senior notes due 2020, and represented Quiksilver in a €200m Rule 144A/Reg. S high-yield offering of 8.875% senior notes due 2017. Casey Fleck advises several financial institutions, including Citigroup Global Markets, Bank of America Merrill Lynch and Credit Suisse Securities. Other key high-yield issuer clients include Windstream Corporation, DineEquity, Valeant Pharmaceuticals, Freescale Semiconductor Holdings and Autonation. Brian Duwe in Chicago is also recommended, and Phyllis Korff is recognized as a top practitioner.

Cleary Gottlieb Steen & Hamilton LLP’s experienced team assists issuer and underwriter clients on US and global high-yield offerings. The firm has an excellent reputation in the arena, and benefits from a superb track record. It is also rated for its extensive knowledge of the Latin America and Europe markets. Recent highlights on the manager side include Duane McLaughlin advising Bank of America Merrill Lynch and JPMorgan as underwriters and the other initial purchasers in a Rule 144A/Reg. S $1bn high-yield notes offering by key client CEMEX. David Lopez also represented Deutsche Bank Securities and Citigroup Global Markets in Amkor Technologies’ $400m Rule 144A/Reg. S offering of 6.625% senior notes. In a key issuer mandate, Sandra Flow and Laurent Alpert provided advice to Alpha Natural Resources on a $1.5bn SEC-registered high-yield bond offering and related debt tender. The team also represented Kindred Healthcare and Kindred Escrow Corporation in the latter’s $550m offering of 8.25% senior notes due 2019. In global work, the team has high-yield debt experience in Argentina and Brazil, and Carmen Corrales represented Credit Suisse in a Rule 144A/Reg. S high-yield bond offering by Jamaican group National Road Operating and Constructing Company.

Leveraging off its superb private equity capabilities, Kirkland & Ellis LLP is known for advising private equity sponsors on high-yield debt offerings. The team is noted for its experience across several sectors, including media and entertainment, technology and energy. In 2011, it advised a private equity consortium, led by Apax Partners and including Kinetic Concepts, on a $1.75bn offering of 10.5% second-lien secured notes due 2019 and a further $750m offering of 12.5% senior notes due 2019 in order to finance a LBO deal. It also represented Charter Communications in three offerings of senior notes of aggregate amount $2.9bn; these transactions were led by the New York-based Joshua Korff and Christian Nagler, respectively, who are both recommended for their knowledge. From Chicago, Dennis Myers and Gerald Nowak are highly recommended, and Nowak recently represented NRG Energy on three offerings of senior notes of aggregate amount $3.2bn. Also in Chicago, James Rowe has a growing reputation, and advised CDW in three offerings of senior notes of total value $1.675bn.

Drawing on its private equity expertise, the ‘highly skilled and adaptable’ team at Debevoise & Plimpton has high-yield debt experience in assisting issuer clients in complex offerings. Providing an ‘exceptional level of service’, the team provides a ‘depth of talent’ and ‘very good insight’. Matthew Kaplan and Paul Rodel are recommended for their experience in private equity acquisition financing deals through high-yield debt offerings. In 2011, Kaplan represented Access Industries in connection with several senior notes offerings by WMG Acquisition and WMG Holdings regarding the Access Industries’ acquisition of Warner Music Group’s recorded music and music publishing business. Rodel also advised SRA International and Providence Equity Partners in a $400m offering of 11% senior unsecured notes due 2019. The ‘adaptable, flexible and committed’ Steven Slutzky is an ‘astute professional’ with a ‘wealth of knowledge’. Slutzky represents The Rank Group and its portfolio companies in securities work, including high-yield debt and debt offerings. Practice chairs Peter Loughran and Alan Paley are noted for their broad expertise, and the team is noted for its strength at associate level, with Stratis Philippis singled out for his negotiation skills.

Dechert LLP’s team advises issuers and managers on high-yield debt offerings, and has significant cross-border experience. New York-based Howard Kleinman is a leading practitioner in the group. In 2011, Kleinman represented JPMorgan Securities as the initial purchaser in a $178m high-yield offering of fixed rate notes and floating rate notes by Chilean bank CorpBanca, and as the initial purchaser in a $115m Reg. S offering of senior notes by CorpBanca (the first offering under CorpBanca’s new $500m global note program). On the issuer side, Philadelphia-based William Lawlor and Ian Hartman represented Crown Holdings in a $700m principal amount high-yield offering of senior unsecured notes and tender offer for the outstanding $600m senior unsecured notes. Carmen Romano led in advising The Sheridan Group on a $150m high-yield offering of senior notes, and also represented Brickman Group Holdings in a $250m high-yield senior notes offering in connection with its new senior secured credit facility. Martin Nussbaum in New York also advised Griffon Corporation in a $550m principal amount high-yield debt offering of senior notes. The firm lost Bonnie Barsamian to Fried, Frank, Harris, Shriver & Jacobson LLP in 2011.

The ‘very responsive and thorough’ team at Fried, Frank, Harris, Shriver & Jacobson LLP is noted for advising major global financial institutions on high-yield debt work. ‘Top-notch securities lawyersVasiliki Tsaganos and Stuart Gelfond, based in Washington DC and New York respectively, are both rated for their ‘deep pool of knowledge’ and have ‘years of experience to guide clients’. Recent highlights for the pair include advising Navios Maritime Acquisition Corporation and its subsidiary company Navios Acquisition Finance on a $400m issuance and sale of high-yield first-priority ship mortgage notes, and representing Sabra Health Care REIT in a $225m issuance and sale of high-yield senior notes. New York-based Paul Tropp advised Jefferies & Company as initial purchaser in GFI Group’s $250m private placement of high-yield senior notes. The extremely experienced firm chairperson Valerie Ford Jacob counts Bank of America Merrill Lynch and JPMorgan Securities as key clients. The firm has also recently represented Euramax International, Perry Ellis International and Onex Corporation as issuers in high-yield debt offerings. Andrew Barkan and Daniel Bursky are recommended.

Gibson Dunn’s high-yield debt capabilities remain strongest on the issuer side, and it acts for clients from a range of industries from its offices across the US. From the Los Angeles office, Jonathan Layne counts Ameristar Casinos and CityCenter Holdings as clients, assisting the latter on a $1.5bn high-yield offering of senior secured first and second lien notes in 2011. Dhiya El-Saden represented Ducommun Incorporated in a $200m Rule 144A high-yield senior notes offering. The New York team includes Andrew Fabens and Barbara Becker. Becker recently advised Huntington Ingalls Industries on a $1.2bn high-yield senior notes offering. Fabens has extensive experience, and in 2011 he advised issuer clients Shea Homes, Celanese Corporation and Thompson Creek Metals on various high-yield debt offerings. Alan Bannister is also recommended. In Denver, Richard Russo has notable expertise, and Robyn Zolman represented Vail Resorts in a $390m Rule 144A high-yield offering of senior subordinated notes.

Jones Day’s securities practice has experience advising issuer clients on high-yield debt offerings, under the leadership of Christopher Kelly, who heads up the firm’s global capital markets practice from New York. The practice is increasing its manager side mandates, and counts Jefferies & Company as a key client. Recent highlights include advising Checksmart Financial Company on a $395m Rule 144A/Reg. S offering of 10.75% senior secured notes due 2019, and representing Sprint Nextel Corporation on a $1bn issuance of 11.500% notes due 2021 and a $3bn Rule 144A/Reg. S offering of 9.00% guaranteed notes due 2018. Cleveland-based Michael Solecki advised American Greetings Corporation on a $225m offering of 7.375% senior notes. Also in Cleveland, Thomas Daniels represented ERICO International Corporation on the redemption of its 10.75% senior subordinated notes due 2014. From Chicago, Timothy Melton and Joel May count Exide Technologies as an important client for high-yield debt work. The firm is recommended for its breadth of experience in different industries and locations.

Paul, Weiss, Rifkind, Wharton & Garrison LLP boosted its high-yield capabilities in 2011 with the arrival of Gregory Ezring, who joined together with Monica Thurmond from O’Melveny & Myers LLP. Ezring has extensive knowledge, and recently represented Rock Gaming in a $380m high-yield bond deal in order to finance casino building, and also advised American Idol owner CKx on a $360m high-yield notes offering to refinance a bridge loan in connection with the leveraged acquisition of CKx Entertainment by Apollo Global Management. John Kennedy advised Ply Gem Industries in an $800m Rule 144/Reg. S offering of 8.25% senior secured notes, as part of the restructuring of the company’s debt portfolio. Lawrence Wee is also recommended. The firm’s new Toronto office regularly assists in high-yield debt matters.

Far and away one of the most user-friendly firms’, Proskauer Rose LLP’s ‘creative, knowledgeable and business-focused’ team continues to strengthen its high-yield debt expertise. The group is led by ‘creative thinker’ Julie Allen, who has ‘deep knowledge’, alongside Frank Lopez, who ‘brings incredible value to all projects’ and ‘knows how to explain difficult concepts’. Allen and Lopez advised Grifols on a $1.1bn senior notes offering of 8.25% senior notes due 2018, paired with a $3.4bn financing. Allen also continues to advise key client Icahn Enterprises. ‘Reachable at all times of the day and night’, new recruit Justin Breen, who joined in 2011 from Cahill Gordon & Reindel, has ‘industry-leading judgement’ and ‘vast experience’. Breen, together with Lopez, advised Boporan Holdings on Boporan Finance’s £400m offering of 9 7/8% senior notes due 2018 and €340m offering of 9 3/4% senior notes due 2018, and also advised American Gaming Systems in a Rule 144A high-yield bond offering. The ‘proficient and skilful’ Pippa Bond has a ‘practical and efficient style’, and recently represented Ares Management in a $250m aggregate principal amount high-yield bond offering of 11% senior notes due 2019 by its subsidiary company Number Merger Sub, Inc, issued in connection with the acquisition of the 99 Cents Only Stores. Monica Shilling is also recommended. Clients also praise the ‘cost-effective service which is available 24/7’.

Sullivan & Cromwell LLP continues to make waves in the high-yield debt arena. The firm is particularly noted for its expertise in providing issuer counsel. An expert on Australia-related transactions, John Estes represented CIT Group in a $2bn Rule 144A/Reg. S offering, consisting of a $1.3bn series C second-priority secured notes, and $700m series C second-priority secured notes. Estes also acted for Australian company Fortescue Metals Group in a high-yield debt offering. Highlights for the experienced Scott Miller included advising Chrysler Group in a $3.2bn Rule 144A high-yield offering of secured senior notes in two tranches, advising Dish DBS Corporation on a $2bn Rule 144A/Reg. S high-yield offering of 6.75% senior notes due 2021, and representing EchoStar Corporation in a $2bn Rule 144A/Reg. S senior notes offering. Robert Downes acted for Building Materials Corporation of America in a $1bn Rule 144A/Reg. S high-yield notes offering, and together with John Mead, advised AMC Networks on a $700m Rule 144A/Reg. S offering of 7.750% senior unsecure notes due 2021. In a key manager mandate, Neal McKnight represented the underwriters, led by Goldman Sachs, in a $300m high-yield offering of 7% senior notes due 2021 by Boart Longyear. Robert Buckholz and Andrew Soussloff are also recommended.

Weil, Gotshal & Manges LLP’s practice is led by Matthew Bloch, however the firm lost Rod Miller to Milbank, Tweed, Hadley & McCloy LLP in 2011. The firm’s reputation for providing issuer counsel stems in part from its private equity capabilities, and it acts for a number of private equity sponsors in high-yield debt work. A representative instruction includes advising DIRECTV Holdings on a tender offer for $910m of its 8.375% notes due 2013. Corey Chivers is also active in the arena, and represented Longview Fibre Paper and Packaging (a fund portfolio company of Brookfield Asset Management) in a $480m private placement of high-yield bonds. The team also acts for financial institutions including Goldman Sachs, Banc of America Securities and Credit Suisse. Practice head David Lefkowitz is recommended for his longstanding experience.

White & Case LLP’s team focuses on advising managers on high-yield debt offerings, and the team counts several major financial institutions as clients. Singled out from the team for their experience are Gary Kashar and Ronald Brody. Kashar counts Deutsche Bank Securities, Goldman Sachs and Morgan Stanley as recent clients, and also provided issuer counsel to Calpine Corporation in a senior notes offering. Michelle Rutta joined from Dewey & LeBoeuf LLP.

Baker Botts L.L.P. is a leader in representing clients with oil and gas interests, and the Houston-based practice advises issuers and managers on Rule 144A high-yield debt offerings. Highlights included representing the managers in Newfield Exploration Company’s $750m public offering of high-yield senior notes, and advising the managers on Comstock Resources’ $300m public offering of senior notes; transactions led by corporate department chair David Kirkland and deputy chair Doug Rayburn respectively, from the firm’s Houston and Dallas offices. Rayburn and Houston-based Joshua Davidson are noted for their experience assisting MLPs, and advised the managers on two senior notes offerings of aggregate amount $600m by Calumet Specialty Products Partners, and represented the managers in MarkWest Energy Partners’ public offering of $500m senior notes and concurrent tender offer for $275m senior notes. Dallas-based Felix Phillips is recommended.

Clifford Chance has solid high-yield debt experience, and regularly assists both managers and issuers in offerings. In 2011, Gary Brooks advised key client Provident Funding Associates on a $200m senior notes unsecured notes offering. Practice heads Alejandro Camacho and Jay Bernstein are recommended for their experience. Also recommended are Jonathan Zonis, Tony Lopez and counsel Per Chilstrom.

Mayer Brown is developing strength in advising issuers on high-yield debt offerings, and the New York-based John Berkery is known for his experience in the arena. In 2011, Berkery led in advising Brazilian company Sifco on a $75m Reg. S offering of 11.5% senior secured notes due 2016. Paul Theiss, in Chicago, led in advising Isle of Capri Casinos in a $300m Rule 144A/Reg. S offering of 7.75% senior notes due 2019. On the manager side, Berkery and William Moss from the Houston office advised Bank of America Merrill Lynch as the underwriter of Chesapeake Oilfield Operating’s $650m offering of 6.625% senior unsecured notes due 2019.

With a superb reputation for its wide-ranging global capital markets capabilities, Milbank, Tweed, Hadley & McCloy LLP is also noted for its manager representation in high-yield debt offerings work. Marcelo Mottesi represented Bank of America Merrill Lynch as initial purchaser in Brazilian cement company Cimentos Tupi’s Rule 144A/Reg. S high-yield bond offering, and in an issuer mandate, Mottesi advised Argentine credit card company Tarjeta Naranja in a $200m issuance of 9% fixed rate notes due 2017. Douglas Tanner represented key client Goldman Sachs as underwriter of Acosta’s $525m senior notes offering, and as underwriter of a $525m offering of senior toggle notes due 2019 by Husky Injection Molding Systems. Tanner and Robert Williams also advised JPMorgan Securities regarding American Greetings Corporation’s $225m offering of 7.375% senior notes due 2021.

The team at O’Melveny & Myers LLP advises issuers on high-yield debt offerings, and has growing experience in sectors including real estate and media and entertainment. Key practitioner John-Paul Motley, based in Los Angeles, counts Sun Healthcare Group and its wholly owned subsidiary Sabra Healthcare REIT as clients, and recently advised Sabra in a $225m high-yield debt offering as part of a restructuring process. He also represented LBI Media in a $220m aggregate principal amount issuance of 9.25% senior secured notes due 2019, and International Lease Finance Corporation in a $1bn public offering of 8.25% senior notes due 2020. From New York, Sung Pak and Eric Rothenberg represented Quality Distribution in its $225m offering of 9.875% second-priority senior secured notes. David Johnson recently relocated to Asia as managing partner of the firm’s Hong Kong office, and Gregory Ezring left to join Paul, Weiss, Rifkind, Wharton & Garrison LLP in 2011.

Paul Hastings LLP is a firm to watch in the debt capital markets space, particularly on the high-yield side. The firm made several strategic hires in 2011 into its New York office, including Michael Michetti and Richard Farley, who joined from Cahill Gordon & Reindel, and Michael Baker, who joined from Shearman & Sterling LLP. Recent highlights include Jeffrey Pellegrino advising Suddenlink on a high-yield offering of $625m senior notes, and Elizabeth Noe in Atlanta advising Yonkers Racing Corporation on a $100m offering of 11 3/8% senior secured notes due 2016. Scott Saks also advised UBS and BMO Capital Markets on a high-yield offering by Xplornet Communications. In 2012, Michael Fitzgerald and Taisa Markus joined from Dewey & LeBoeuf LLP.

At energy heavyweight Vinson & Elkins L.L.P., David Stone, C Michael Harrington and James Prince from the Houston office are increasingly active in high-yield debt work, and advised a number of MLPs in notes offerings. In May 2011, Prince and Stone represented Brigham Exploration Company in a $300m Rule 144A senior notes offering. Other clients include Oasis Petroleum and MarkWest Energy Partners.

Renowned for its elite service out of New York, Wachtell, Lipton, Rosen & Katz acts for clients in complex financing matters through the debt capital markets. The highly capable team includes Eric Rosof, who recently advised Phillips Van Heusen in its acquisition of Tommy Hilfiger, including $2.2bn and €530m in senior secured bank debt and high-yield notes. Joshua Feltman advised Triumph Group in its acquisition of Vought Aircraft and issuance of $350m of senior notes, the implementation of a $350m term loan facility and a $535m revolving credit facility.


Corporate restructuring

Index of tables

  1. Corporate restructuring
  2. Leading lawyers

Leading lawyers

Few firms can match the all-round firepower of Kirkland & Ellis LLP, with its ‘deep bench of experienced and business-savvy lawyers’ and its ability to maintain a creative culture that is ‘not bound by convention – enabling it to tackle many novel issues that have not gone through the bankruptcy court before’. Widely acknowledged to be one of the top three specialist debtor’s counsel, the firm scores points for its ‘good relationships with creditors’ counsels and advisors, which assures that little effort is wasted on needless posturing’. Significantly, the firm’s preeminent experience in advising companies ensures that when it does represent creditors – and it has experience in advising the full spread of creditors’ and equity committees – it has a tactical advantage in terms of anticipating debtors’ actions. Cross-border advice is a notable strength, as is the firm’s strong full-service support; a ‘highly integrated practice that can draw on a variety of related expertise in the corporate, tax, regulatory and real estate areas’. New clients continue to turn to the firm in their droves and recent additions to the firm’s roster include MSR Resort Golf Course, Nebraska Book Company and Sbarro – they join names such as Corus Bankshares and Japan Airlines Corporation. The firm advised on some of the biggest filings of 2010; most notably, James Sprayregen (‘one of the top partners in this field’), Paul Basta (‘great knowledge and response times’), Ray Schrock (‘excellent and growing in profile’) and attorney James Mazza advised The Great Atlantic & Pacific Tea Company, which has assets of $2.5bn and a workforce of over 40,500 people, in its Chapter 11 cases. In another headline matter, the firm represented Innkeepers USA Trust, the owner and operator of an extended-stay and select-service hotel chain, on its successful guidance out of Chapter 11 following the $1bn sale of 64 hotels to a joint venture and the $195m sale of five other hotels to Chatham Lodging. Other leading individuals include ‘restructuring doyenRichard Cieri, Adam Paul, who ‘applies experience in a practical manner’, and Edward Sassower – a ‘tireless advocate with a highly evolved understanding of what matters to financial clients’.

Skadden, Arps, Slate, Meagher & Flom LLP is a ‘debtor-focused heavyweight with a strong ability to create commercial solutions for clients’, but it also has experience in representing creditors and investors on bankruptcies, restructurings and business reorganizations. The firm overhauled the leadership of its restructuring practice in August 2011 and named ‘amazing and highly creative’ Jay Goffman as sole global restructuring head. It also appointed ‘first rate and highly commercial partners’ George Panagakis and Ken Ziman as deputy practice leaders in Chicago and New York respectively. Former co-heads Jack Butler and Gregory Milmoe remain, but will re-focus on their day-to-day practices. The firm scores points for its ‘robust debtor practice’ and its ‘comprehensive and in-depth analysis’, with the general consensus being: ‘it is not cheap but I never have to worry about missing something when Skadden is involved.’ Restructuring is a national specialism and the practice spans the firm’s New York, Chicago, Los Angeles and Delaware offices, ensuring a ‘broad market knowledge that few firms can match’. Indeed, it is market leading in many areas including pre-packaged bankruptcies, where it fields a strong record for speed – it notoriously guided Bluebird Corporation in and out of Chapter 11 in 32 hours, the fasted pre-pack in history. More recently, the firm advised media conglomerate Metro-Goldwyn-Mayer Studios on its restructuring – the largest pre-packaged bankruptcy case in history to be confirmed in less than 30 days. The firm also leverages off its sterling global M&A practice to provide a preeminent offering in cases where distressed companies need to dispose of assets quickly. In a highlight example, in March 2011 the firm represented Centro Properties Group, an Australian-headquartered shopping mall development and management company, on its cross-border reorganization, which involved the sale of its US business to Blackstone Group for $9.4bn. The firm is advising Centro on the introduction of US restructuring concepts, such as pre-packs, into Australian restructuring proceedings. Other representative clients include C&S Wholesale Grocers, Credit Suisse, Och-Ziff Capital Management Group, Pfizer and Travelport.

There are few global headline restructuring deals that Weil, Gotshal & Manges LLP has not had a hand in and its involvement in five out of the six largest US restructurings in history has guaranteed that it maintains a gold standard status in this field. Widely acknowledged as ‘the counsel that all debtors want on their side’, the market praises the firm’s ‘enviable strength in depth’, ‘formidable knowledge of the global market that makes it a force to be reckoned with in cross-border deals’ and its ‘excellent commercial awareness that other lawyers could look to and learn by’. Certainly, the team comprises some of global restructuring law’s biggest hitters including ‘global leader in the field’ Harvey Miller, who provides ‘an unmatched level of experience, technical knowledge and commercial awareness’, and notoriously was the driving force behind the firm’s representation of Lehman Brothers in its restructuring. Other leading names include Marcia Goldstein, chair of the business finance & restructuring group, who is recommended for her ‘unique blend of sensible advice tempered with a strong commercial nous’, the ‘responsive, dedicated and great to work with’ Stephen Karotkin, ‘unflappable, great tactician’ Gary Holtzer and ‘consummate strategist’ Lori Fife. The firm is undoubtedly better known for its debtor-side work and it acts for the full spread of distressed companies, from major global corporates through to smaller middle-market players. Among its recent cases, it represented Blockbusters in its Chapter 11 cases as well as advising Texas Rangers Baseball Partners on its bankruptcy. Other representative debtor clients include Pilgrim’s Pride and Semgroup. However, the team packs a powerful punch across the board; in addition to its market-leading debtor practice the firm also has a strong precedent for advising creditors, and purchasers and sellers of distressed assets on restructuring and bankruptcy work.

Lawyers at Davis Polk & Wardwell LLP attract praise for their ‘unrivalled market knowledge’, ‘tremendous work ethic’ and ‘practical application of the law’. International clients value the firm’s ‘truly integrated global offering that provides a seamless service across four countries’ – in addition to its flagship US practice it also fields restructuring lawyers in France, the UK and China. The firm is ‘excellent in the restructuring space’, with sources quick to highlight its ‘excellence reputation and cutting-edge experience in advising on the creditor side of large restructurings’. A mouth-watering creditor client list is dominated by the world’s largest financial institutions including JPMorgan Chase, Bank of America, Citigroup and Morgan Stanley. Among the firm’s recent transactions, the ‘technically excellent and commercially savvy’ Donald Bernstein advised JPMorgan as agent on media company Tribune’s $8.5bn prepetition senior credit facility. Bernstein co-heads the team alongside ‘terrific restructuring lawyer’ Marshall Huebner, who continues to advise the joint administrators and liquidators of Lehman Brothers in its headline Chapter 11 cases. On the litigation side, Karen Wagner represents Sterling Equities, the owners of the New York Mets, on matters worth over $1bn arising from the Madoff case. Financial services work generally is a major strength and the firm has carved a successful niche in advising creditors on complex cases resulting from the 2008 financial crisis. Other recent work includes advising JPMorgan on the restructuring and resolution of a $1.85bn multi-tranche credit facility for subprime mortgage investor Credit-Based Asset Servicing and Securitization. Although, the firm’s market-leading creditor practice grabs headlines, it also has a healthy debtor capability, with Damian Schaible recommended in this area. Clients also include hedge funds and acquirers, and it advises on the full spread of acquisitions of distressed companies, debtor-in-possession financings and exit financings.

Latham & Watkins LLP’s commitment to growing the debtor side of its practice was illustrated with another high-profile lateral hire in 2011. Following on from the arrival of its co-global restructuring and insolvency chair Jan Baker from Skadden, Arps, Slate, Meagher & Flom LLP in 2010, the firm welcomed Paul Harner from Paul Hastings LLP, who specialises in representing public and private companies in Chapter 11 bankruptcy cases. The team now numbers more than 80 lawyers and clients commend its ability to ‘call upon a deep bench for specialty areas’ and praise lawyers for their ‘strong case management and strategy skills’. The firm may currently be better known for advising creditors but debtor representations are already an active source of instructions and Baker recently acted for Boston Generating in its Chapter 11 case and subsequent $1.1bn sale of assets. However, there is no doubt that the firm’s creditor-side work is the real jewel in its crown and in a highlight case, co-group chair Mitchell Seider represented Credit Suisse as agent for the secured lenders of Bosque Power; notably the firm obtained a rare ruling terminating the debtor’s exclusive right to file a plan of reorganization on the 120th day of the case – paving the way for a plan sponsored by Credit Suisse and the lenders that gave control of the assets to the lenders. The firm also has considerable experience in acting for committees and Roger Schwartz – his ‘in-house background allows him to combine robust legal analysis with deep appreciation for business’ – recently represented the Official Committee of Unsecured Creditors in the Chapter 11 cases of Advanta. The firm also deserves plaudits for the enviable balance of firepower between its national offices. From LA, Peter Gilhuly leads the West Coast restructuring practice and is a ‘stand out lawyer in the restructuring field’.

Paul, Weiss, Rifkind, Wharton & Garrison LLP historically ‘impresses on the creditor side’ with its high-profile work advising committees being a noted strength. However, the 31-lawyer team is also well-versed in representing debtors and investors into distressed companies and is considered ‘a go-to firm for any complex restructuring matter’. Indubitably, its debtor-side practice has come on in leaps and bounds in recent years and its work representing AbitibiBowater on the restructuring of more than $8bn of debt as well as a $1.5bn exit financing demonstrates its growing weight in this area. Led by ‘brilliant lawyer and excellent counsellor’ Alan Kornberg, the team is ‘staffed leanly and adds great value to any workout’, provides ‘excellent business-centred advice’ and is ‘able to hit the key legal issues right away’. Douglas Davis is an ‘excellent and thorough lawyer with a wonderful low-key persistence’ and is involved in representing Citigroup on prosecuting claims against Lehman Brothers. The ‘highly tactical’ Stephen Shimshak ‘rapidly analyses complex legal situations and hones in on the most important issues’, and advised global telecoms provider Ericsson on the $4.5bn acquisition of bankrupt Nortel’s patent portfolio. On the committee side, Elizabeth McColm (‘incredibly responsive’ and ‘follows up without reminders’) and Andrew Rosenberg (‘wonderful ability to get deals done’) represented an ad-hoc committee of senior secured bondholders to Trico Marine Group on a successful $500m out of court exchange. Jeff Saferstein also deserves mention for his ‘broad range of knowledge and practical approach to legal issues’ – in a highlight deal, he worked alongside Kornberg in representing the agent bank and steering committee of secured lenders in the Chapter 11 case of casino operator Aliante Gaming. Other representative clients of this ‘thorough, practical and unbelievably responsive’ team include Anchorage Capital, Oaktree Capital Management and Silver Point Capital.

Fielding an ‘increasingly strong presence in restructuring matters’, Simpson Thacher & Bartlett LLPcuts right to the heart of a legal problem with no time-wasting’, and attracts superlative praise for its ‘technical strength and superb market knowledge’. Its strong focus on representing creditors, particularly senior lenders, scores points because it ensures that the team’s ‘business knowledge and close familiarity with most issues adds value and enables all matters to be resolved expediently’. Leveraging off its global weight in capital markets and funds matters, the firm fields an enviable niche in advising on complex financial restructurings; ‘no firm can touch it for restructuring advice involving complex products’. Group head Peter Pantaleo ‘can talk the talk and walk the walk’ say clients who highlight his ‘encyclopaedic banking and credit knowledge’ and his ability to ‘command enormous respect in this area’. Pantaleo heads an 18-lawyer team that also includes the ‘extremely smart’ Steve Fuhrman – praised for his ability to ‘get along with and influence lawyers on both sides of a deal’ – and high-profile litigator William Russell. Russell was part of the team that represented Wachovia on the successful settlement of a long-running case arising out of the bankruptcy of Adelphia Communications Corporation; involving claims of over $7bn, the case illustrates the extent to which bankruptcy litigation is a firm sweet spot. In another headline case, ‘exceptional litigator’ Thomas Rice is working alongside Fuhrman, Mary Beth Forshaw and Elisha Graff to advise JPMorgan Chase Bank and JPMorgan Securities on Jefferson County’s $3bn Chapter 9 bankruptcy case. Other highlight work includes advising the Travelers Indemnity Company in a Chapter 11 bankruptcy case. However, financial entities comprise the bulk of the firm’s roster and other representative clients include Barclays, Blackstone, Deutsche Bank and Wells Fargo.

Few firms come close to the corporate prominence of New York powerhouse Wachtell, Lipton, Rosen & Katz and the team leverages off that sterling reputation to offer a broad expertise in advising banks, funds and other creditors, as well as acquirers, in restructuring and bankruptcy matters. Despite its modest size, the 23-strong team attracts top-tier instructions from some of the most prestigious names in this space and is considered as ‘among the best in class for restructuring work’. Sources praise the ‘sophisticated ease in which the firm completes transactions’, its ‘unparalleled commercial knowledge and foundational business sense’ and its ‘smooth and painless case management’. Among the team’s recent representations, it advised the United States Treasury on the headline-grabbing financial rescues of government sponsored enterprises Fannie Mae and Freddie Mac – notoriously involving the treasury putting up a multibillion-dollar investment. In addition, the firm has advised lenders, derivatives counterparties or equity holders in such high-profile cases as Lehman Brothers, Graceway Pharmaceuticals and Riviera Casinos. In line with its phenomenal M&A strength, it also has a leading acquirer practice and has advised potential purchasers into the Innkeepers, Blockbuster and NorTel bankruptcy cases. Litigation is another notable strength, and the firm continues to represent JPMorgan Chase in cases arises from the Lehman Brothers and Madoff bankruptcies, while Credit Suisse is also instructing the firm in several lawsuits relating to the Thornburg Mortgage bankruptcy. The ‘highly experiencedHarold Novikoff is considered the ‘safest pair of hands in the market’ and is the main contact in a team that includes ‘encyclopaedic resource on bankruptcy lawRichard Mason, who specialises in advising bondholder groups, banks and creditor’s committees in restructuring matters, as well as distressed M&A specialists Scott Charles and Eric Rosof.

Widely considered a ‘restructuring and bankruptcy stalwart’, Akin Gump Strauss Hauer & Feld LLP specialises in advising on the creditor side and is considered by some as ‘the leader in the US market for advice to creditors’. Lawyers are ‘extremely skilled, capable and collegial’ and ‘prepared and efficient in their delivery of services’. The firm is well regarded for its niche in advising creditors’ committees and from New York and Los Angeles respectively ‘top-tier restructuring specialist’ Fred Hodara and David Simonds are representing the official committee of unsecured creditors of Washington Mutual in the bank’s Chapter 11 proceedings. The case involves claims worth over $100bn and is notable for Washington Mutual being the largest bank holding company ever to file for protection under the Bankruptcy Code. Other headline roles for the team include representing the creditors’ committees in both the complex, cross-border Nortel Networks bankruptcy and in the Chapter 11 of former healthcare system Saint Vincent Catholic Medical Centers – the latter has built up liabilities of over $1bn. Showing that the firm can successfully turn its hand to debtor work, it also advised satellite communications provider TerreStar Networks it its Chapter 11 case and the accompanying $1.3bn sale of its assets to Gamma Acquisition. Other recent cases for the team include advising an ad hoc group of first lien lenders in the out of court restructuring of major transportation and global logistics provider YRC Worldwide. Daniel Golden chairs the restructuring group and is applauded for his ‘phenomenal business knowledge’ and ‘can-do attitude’, and clients also recommend Ira Dizengoff for his ‘tactical nous’.

Bingham McCutchen LLP’s restructuring practice is mainly split between its New York and Boston offices and also has a strong West Coast offering, gifting the firm with a strong national footprint. Nevertheless, the real jewel in its crown continues to be its cross-border capability and sources assert that its international strength-in-depth is the firm’s best asset: ‘it has a global penetration that few firms can match, which ensures seamless advice in multi-jurisdictional cases.’ Known for a client list that is mainly comprised of investors, creditors’ committees, insurance companies, banks, trustees and funds, the ‘highly experienced’ and ‘user-friendly’ team also has considerable experience in acting for developers and governments. In a foremost example of its international strength ‘leading restructuring lawyer’, and co-head of the firm’s global financial restructuring group, Jeffrey Sabin worked alongside teams in Japan and China to represent GE Capital as agent for a $400m lending group in Spansion’s insolvency proceedings. Sabin also led the team that advised a group of secured lenders (including Morgan Stanley, Highland Capital and Taconic) in the successful Chapter 11 restructuring of Molecular Insight Pharmaceuticals. Arguably, however, the firm’s most high-profile case arose from an instruction from the bond insurance providers in the out of court restructuring of Native American Gaming Casino; global co-head Michael Reilly is widely acknowledged as a ‘first-tier restructuring specialist’, and headed the team advising on the $2bn restructuring of debt relating to the largest Indian gaming casino in the US. Other leading names include ‘top choice’ Timothy DeSieno, who is recommended for representing institutional investors in national and international restructurings, and ‘excellent litigator’ Sabin Willett.

Led from New York, but also benefitting from platforms in Washington DC and Charlotte, Cadwalader, Wickersham & Taft LLP’s excellent practice continues to increase its share of the most prominent mandates. The firm’s ‘vast restructuring experience’, ‘extremely intelligent lawyers’ and ‘ability to get the right result’ has seen its market profile raise steadily in recent years, as evidenced through a slew of headline debtor instructions. Its work representing Lyondell Chemical Company in its successful emergence from Chapter 11 continues to pay dividends and through 2011, the firm advised the global chemical giant on several matters arising from its reorganization, which has involved over $350m in litigation and more than $42bn in filed bankruptcy claims. Led by newly appointed co-chair George Davis, who clients single out for his ‘outstanding knowledge, timely delivery of work and quick response times’, the Lyondell deal also included key input from Andrew Troop and Christopher Mirick, who both dealt the firm a blow by leaving to join the restructuring group of Pillsbury Winthrop Shaw Pittman LLP, along with former co-chair Deryck Palmer in 2012. However, the firm retains an enviable amount of top-level experience and in another key debtor mandate, ‘superb tactician’ and financial restructuring co-head John Rapisardi represented Puerto Rico-based Caribbean Petroleum on its bankruptcy and the subsequent sale of its petroleum products, valued at over $149m in secured debt and approximately $500m in claims. The firm’s creditor work is the traditional heart of the practice and it remains a leading player in this area. From Washington DC, Mark Ellenberg spearheaded the firm’s advice to Morgan Stanley relating to $1.4bn in claims arising from the close of trading books maintained with various Lehman affiliates. The firm is also advising US National Association as trustee for notes and pass through certificates issued as part of several financing transactions entered into by the debt-burdened Dynegy Roseton and Dynegy Danskammer.

Led out of New York by the ‘peerlessly attentive and commercial’ James Bromley, Cleary Gottlieb Steen & Hamilton LLP is a cross-border powerhouse. The firm’s niche strength in advising on sovereign debt matters has stole a march on the rest of the market and as national finances buckle around the world, the firm has built up a sterling practice in advising governments on their debt crises including Greece, Iceland, Iraq and Argentina. In fact, its Latin America practice is widely considered the feather in the firm’s cap. New York-based Richard Cooper is ‘without qualification, the best lawyer for dealing with Mexican and Latin American borrowers’, with one client commenting, ‘if we have a problem in Mexico, we try to get Rich on our side and, if the company has already hired him, we are glad it did!’. Closer to home, the firm’s debtor-led practice has evolved into a major contender for the top-tier mandates and impressively it managed to secure an instruction from longstanding client Nortel Networks on its headline-grabbing Chapter 11 proceedings. Among the transaction’s most interesting aspects was the $4.5bn bankruptcy sale of its US and foreign patent assets – the largest stand-alone sale of patents ever. On the creditor side, the firm is representing Goldman Sachs, and other derivative creditors, in issues relating to Lehman Brothers’ Chapter 11 plan. Thomas Moloney and Evan Davis are advising several multinational financial institutions (HSBC, Bank of New York, Citigroup Global Markets Limited) in bankruptcy litigation arising from the Madoff fraud. Lisa Schweitzer deserves mention for her ability to ‘cut right to the heart of the matter and solve issues quickly and efficiently’.

The ‘extraordinarily capable’ 30-strong team at Dechert LLP attracts praise for its ‘very high level of service’ and for being ‘more user friendly than its rivals’. Widely considered a ‘top pick for creditor restructuring work’, the firm has an ability to leverage off its strength in other practice areas to offer ‘valuably specific advice’ – in particular ‘it has a fantastic real estate finance team which makes it especially competent on complex real estate financing workouts.’ Although it has some experience in representing debtors, it is better-known as the “go to” firm for the full creditor spread of first and second lien lenders, bondholders and hedge funds. ‘Master tactician’ Michael Sage is commended for being ‘appropriately aggressive while knowing when necessity compels conservatism’, and among his recent highlight cases, he represented the Government of Singapore Investment as lender in the Chapter 11 cases of MSR Resort Golf Course – involving the restructuring of approximately $1.4bn in funded debt. Sage co-chairs the firm’s business restructuring and reorganization practice alongside the ‘technical and quick thinking’ Allan Brilliant, who is leading the team advising a noteholder group on the cross-border restructuring of $1.6bn worth of defaulted senior notes issued by Mexican glass manufacturer Vitro. The firm is applauded for its ‘excellent courtroom skills’ and these were evidenced in its successful representation of the Marshall family in a precedent-making case at the Supreme Court that decided when the bankruptcy judge entered a “final” $474m judgement against E Pierce Marshall, it lacked the constitutional authority to do so. Other recommended lawyers include leveraged finance specialist Jay Alicandri.

Driven out of New York, Fried, Frank, Harris, Shriver & Jacobson LLP’s 26-strong team wins plaudits from all quarters for its ‘exceptional business acumen’. The consensus is that it ‘delivers advice that demonstrates not only an understanding of the law, but an understanding of how it applies to the business issues underlying the deal’, while its ‘deep bench of lawyers’ provide ‘incisive and practical advice’. This commercial awareness is apparent through the firm’s transactional approach to restructuring work. In a representative case, the firm acted for a consortium of private equity investors in a successful $3.93bn bid for Extended Stay Hotels, the largest hotel chain to file for Chapter 11. The case was one of the first successful CMBS-structured bankruptcies and the firm also advised the consortium on several subsequent matters following its October 2010 closing. In another high-profile mandate, the team represented the unsecured creditors committee of Station Casinos in its Chapter 11 cases; the gaming company had racked up approximately $6.5bn of debt but emerged from Chapter 11 in June 2011. Group head Brad Eric Scheler was heavily involved in both cases and attracts rave reviews from clients for his ‘experience and tenacity’ and for being ‘focused on producing the best possible result for his clients’. Gary Kaplanexplains and discusess pertinent issues in relatively simple terms’ and is ‘always friendly, understanding and enjoyable to deal with’. Kaplan had a key role on the firm’s most high-profile debtor mandate, leading the team that advised Mexico’s third-largest supermarket retailer, Controladora Comercial Mexicana, in its financial restructuring – which involved $2.2bn of derivative obligations and $1.1bn in creditor claims. The ‘incredibly smartJennifer Rodburg is also singled out.

A ‘truly national practice’, Jones Day’s restructuring capability is spread out among its New York, Chicago, Ohio, Dallas and California offices. The 59-lawyer team strikes a chord with clients for ‘its size and breadth of service, which ensures it is able to address all issues internally’. It also attracts praise for ‘managing expectations and deadlines well and delivering a finished project that is top notch’. The firm is proficient in representing creditors and committees but debtor-side instructions continue to mount up, due in part to its growing reputation for an ‘aggressive approach that produces positive results’. The firm ‘shines in the courtroom’ and this is demonstrated through a string of Chapter 11 successes. Most recently, it represented the committee counsel in Qimonda’s Chapter 11, assisting it to pursue claims against parent company Qimonda AG in its insolvency proceedings in Germany, among other matters. The firm also represented Harry & David in its Chapter 11 reorganization plan, involving a rights offering to acquire approximately 75% of reorganized Harry & David stock for $55m. On the financial services side, the team is defending RBS against claims exceeding $2bn filed by the trustee appointed in the Chapter 11 case of Thornburg Mortgage against certain RBS entities and other financial institutions. New York-based global head Paul Leake is ‘exceptional in his legal knowledge, his ability to service the needs of his clients, manage the team and negotiate a transaction’. The ‘fabulous’ Corinne Ball is also recommended for her ‘strong courtroom presence’ and ‘ability to manage a large team’, and is currently advising Lehman brothers on various Chapter 11 issues. Other leading names include Jeffrey Ellman, singled out for his ‘strong understanding of both legal and business implications of a decision’ and of counsel Jane Rue Wittstein, who is praised for her ‘good street sense’ and ‘comprehensive knowledge’. Bruce Bennett, James Johnston and Sidney Levinson joined the Los Angeles office from Dewey & LeBoeuf LLP.

The ‘extremely responsive and professional’ 46-strong team at Kramer Levin Naftalis & Frankel LLP is a top choice with clients for its ‘thorough knowledge of the industry’ and ability to ‘achieve great results’. Known for its strength in automotive and financial services restructurings as well as its sterling record in representing creditors, clients highlight it as ‘a traditional leader in bank debt’ and as a ‘commercial team that quickly gets to grips with the business issues’. The firm also maintains a solid debtor practice, but its profile for advising creditor committees, bankruptcy trustees, bondholders and investors continues to dominate. In two recent highlight examples of its committee pedigree, the firm advised the unsecured creditors committee of Capmark Financial Group, which had assets of $20bn and liabilities of $21bn when it entered Chapter 11, on several matters including more than ten complex asset sales. Leveraging off its historical experience in the automotive area, the team represented the unsecured creditors committee of General Motors in the fourth largest bankruptcy in history. The case also illustrated the firm’s strong litigation credentials; it led GM’s litigation of its asbestos liabilities and managed to reduce those from several billion dollars to $625m. Among its debtor-side work, the firm represented Saint Vincent Catholic Medical Centers on various issues arising from its Chapter 11 cases and it also continues to represent Bally Total Fitness on issues arising from its successful Chapter 11 reorganization. Distressed investment is also an active area and it represented bank lenders holding more than $3bn in claims in the Chapter 11 of Tribune. The ‘exceptional’ Kenneth Eckstein, considered by many as a ‘leading restructuring light’, and the ‘smart but no-nonsense’ Thomas Moers Mayer co-head a ‘strategic and inclusive group of lawyers’ including Thomas Janover (‘best in his field’), and the ‘excellent’ Amy Caton.

Jointly led out of Los Angeles and New York by Paul Aronzon and Dennis Dunne respectively, finance powerhouse Milbank, Tweed, Hadley & McCloy LLP’s 49-strong team receives accolades for its ‘excellent reputation in acting for creditors’, its ‘extensive international network that makes cross-border work seamless’ and for its ‘client-led commercial approach that ensures it always sees the bigger picture’. Undoubtedly a creditor-side specialist – it is highly regarded for its strong record in committee representations – the firm also wins its fair share of debtor mandates. It is representing Vitro, Mexico’s largest glassmaker, in the restructuring of $1.3bn worth of senior notes as well as on its obligations under various derivative contracts with financial institutions and other unsecured debt. However, in line with its traditional forte, its headline cases were representing the official creditor committees in both the mammoth Lehman Brothers bankruptcy and also in the Chapter 11 cases of US-supermarket and food giant, the Great Atlantic & Pacific Tea Company. Contentious work is also an active area and the firm is defending a consortium of 64 lenders to a TOUSA-sponsored joint venture in a complex $423m fraudulent transfer litigation. Other stars of this ‘hard-working’, ‘nationally-prominent’ and ‘vastly experienced’ team include Matthew Barr and Thomas Kreller, who are recommended for distressed investment matters, and Gregory Bray, who is considered a ‘creditor specialist of the first rank’.

Largely concentrated in New York, White & Case LLP’s 34-strong group also calls on experienced restructuring partners in Miami and Washington DC. Considered by many as a ‘team with bite’, its all-embracing experience encompasses acting for creditors, investors and debtors and this “both side of the table” approach ensures that it is renowned for its ‘depth of knowledge on restructuring practices’ as well as for its ‘excellent application of strategy, speed and force’. Global head and ‘great trial lawyer and deal maker’ Thomas Lauria splits his time between New York and Miami and recently led advice to debtors Natural Products Group and Generation Brands in their respective successful pre-pack Chapter 11 plans. On the lender side, John Cunningham represented an ad hoc group of lenders on the bankruptcy of Six Flags, which saw the group acquire ownership of the debtor’s amusement park business – clients recommend him for his ‘understanding of client strategies and for his ability to successfully execute that strategy across all interested parties’. Among the firm’s other highlights, it won an instruction from Beal Bank, the holder of around $500m of first lien debt, on matters arising out of Trump Casinos’ Chapter 11 – Gerard Uzzi led the transaction and is singled out as ‘outstanding at team coordination and effective document production’. The firm also has a strong record in the hedge fund and financial services space. Other recommended names include Alan Gover (‘brilliant strategist and excellent negotiator’), Craig Averch (‘a cut above other restructuring lawyers’, ‘deep commercial understanding and always available’) and Evan Hollander.

Willkie Farr & Gallagher LLP is a ‘good choice for complex restructuring situations’ and scores highly for its ‘unmatched bench strength’ and its litigators’ status as ‘among the most formidable opponents in the market’. From New York, the 17-partner team attracts praise for its increasingly strong creditor practice, which complements the firm’s longstanding strength in representing debtors in restructurings and bankruptcy litigation. Co-chaired by Marc Abrams (‘a debtor-side stalwart’, ‘highly visible in the market’) and Matthew Feldman (‘what Feldman doesn’t know about bankruptcy law just isn’t worth knowing’, ‘a good resource on both the debtor and creditor side’), the team also includes highly rated creditor specialist Margot Schonholtz and Rachel Strickland, who is singled at as ‘one of the leading advocates, negotiators and trial attorneys in the area – she is usually the best attorney in court room’. In 2012, the firm landed an instruction from the Teamsters Union in the headline Hostess Brands Chapter 11 case – the iconic US company is the baker of Twinkies and Wonder Bread and has a workforce of around 19,000 employees. Distressed investment is also a strong suit for the firm, which has the capacity to call on a respected M&A capability and also packs a punch in other complimentary areas such as funds and tax. Among the team’s recent transactional highlights, it worked alongside the firm’s corporate and financial services department to advise TPG Capital and Leonard Green & Partners on the $440m acquisition of substantially all of the assets of the Palms Casino Resort in Las Vegas, resulting in the cancellation of the Palm’s debt.

New York-based Cravath, Swaine & Moore LLP prides itself on drawing in partners from its commercial banking, securities and M&A practices, as well as its litigation department, to assist with corporate restructurings and distressed debt matters. This approach finds favour with clients who highlight the firm as an ‘excellent all-round restructuring shop’ and point to its experience in representing debtors, creditors and acquirers across a diverse range of industries including automotive, financial, energy, technology, real estate and leisure. Lawyers are ‘very knowledgeable and experienced with excellent contacts in the restructuring community’ and group head Richard Levin is as a ‘good communicator that is tough when necessary’. Levin recently worked alongside litigator Michael Paskin to act for various Goldman Sachs entities on litigation arising out of the Tribune bankruptcy case, involving allegations that the $8.5bn leveraged buyout of Tribune in 2007 constituted a fraudulent transfer and rendered the company insolvent. Commercial banking partner Paul Zumbro is also highly recommended and led the team that represented US book giant Barnes & Noble on the acquisition of all the intellectual property assets, including all trademarks and the database of approximately 48m customers, from the Borders Group bankruptcy estate. On the municipal bankruptcy side, the firm won an instruction from the City Council of Harrisburg, Pennsylvania, to advise it on its financial situation and available options to address it obligations. Other representative clients include Credit Suisse and New York City Off-Track Betting Corporation.

The ‘world-class’ bankruptcy group at Debevoise & Plimpton is ‘thoughtful, creative and business-minded’, provides ‘deep, insightful analysis’ and is ‘always available to its clients’. Led from New York by co-chairs Richard Hahn and the ‘technically outstanding’ Steven Gross, the team now numbers eight partners following the arrival of Natasha Labovitz in September 2011 from leading restructuring player Kirkland & Ellis LLP – she attracts praise for her ‘commanding presence in court’ and for her ‘ability to understand client needs and provide practical, creative advice that is tailored accordingly’. Among the firm’s recent cases, My Chi To (considered to be ‘among the brightest young bankruptcy lawyers in the country’ due to her ‘unparalleled understanding of deal structure and inter-creditor dynamics’) worked alongside the firm’s corporate team to advise Galderma on its $275m acquisition of the intellectual property, and other assets, of Graceway Pharmaceuticals. Other highlights for this ‘top-notch team’ included representing Najafi Companies on its proposed acquisition of the assets of Borders Group, involving the purchase of assets worth $215m and the assumption of liabilities worth $220m. On the debtor side, the firm advised party supply company Oriental Trading Company, a portfolio company of The Carlyle Group, in its successful emergence from Chapter 11 proceedings.

Led by Daniel Murray out of its flagship Chicago office, Jenner & Block LLP’s team also benefits from a sizeable New York presence. Although the firm has experience in a diverse range of industries, it continues to receive a high flow of instructions in relation to the financial services and telecommunications sectors. Litigation is a firm trademark and this is manifested through a case list that leans heavily towards contested bankruptcy matters, however it has the capability to act for a varied spread of debtors, lenders and creditors across the full spectrum of restructurings, bankruptcy litigation and investment matters. Catherine Steege has built up a reputation as a ‘no-nonsense and sensible lawyer that intuitively understands which battles are worth fighting’, and successfully represented News Corporation’s Fox Sports as litigation counsel in its dispute with the Los Angeles Dodgers over the planned sale of the team and its assets (including media rights) – the Dodgers agreed to stop all attempts to conduct an early sale and negotiate media rights. On the financial services side, Vincent Lazar is representing CME Group, the world’s largest futures exchange, in the Chapter 11 of MF Global – notable for being the largest commodity broker bankruptcy in history.

Morgan Lewis experienced the retirement of former practice head Richard Toder in December 2011. The firm has done well to recruit strength at top level through the hire of former bankruptcy judge and ‘all-round bankruptcy specialist’ James Garrity from Shearman & Sterling LLP. Garrity will lead the group from New York, but the firm’s restructuring capability also extends to its Boston, Philadelphia and San Francisco outposts. The team specialises in advising financial institutions, and other debt and equity holders, on restructuring and bankruptcy matters, and it fields a niche in the area of DIP and exit lending. New York-based Wendy Walker is highly active and recently had roles advising GE Capital as agent for a $575m secured DIP financing in the Borders bankruptcy, and also in advising JPMorgan Chase Bank as agent on several entertainment industry mandates such as a $550m loan to RHI Entertainment. On the debtor side, Neil Herman and David Gerson are representing retail clothing chain, Anchor Blue, and furniture manufacturer, Berkline, in their respective bankruptcy cases. Transactional matters are also a strength, and it represented Safeway in its successful bid for pharmacy assets from The Great Atlantic & Pacific Tea Company following its Chapter 1. The firm is also conducting work for Wells Fargo, Bank of America and Sun Capital Partners.

The peer consensus is that Morrison & Foerster LLP has ‘really come out of nowhere in the last couple of years to establish a strong reputation in this space’, and clients point out that ‘service levels are outstanding’ and lawyers display ‘deep business acumen and industry knowledge’. There is no doubt that the firm has been involved in a growing proportion of the market’s largest mandates over recent years, particularly in the real estate and financial services areas. Led from New York by the ‘phenomenally experienced’ Larren Nashelsky and the ‘highly technical and extremely responsive’ Gary Lee, the team also maintains a strong West Coast presence ensuring ‘excellent national coverage and strong regional contacts’. Highlighted as ‘one of the top creditor/committee practices in New York, and the US generally’, the firm is also considered to be ‘gaining the credibility to start making a serious play for debtor representations’. Anthony Princi is a ‘very strong creditor lawyer and a tough negotiator’ and is leading the team representing the official unsecured creditors in the restructuring of Ambac Financial Group – the financial services company has around $1.2bn in outstanding senior bond debt. The firm also received an instruction from the unsecured creditor committee in the high-profile Chapter 11 of the Los Angeles Dodgers baseball team. In a groundbreaking regulatory matter, it advised the insurance division of the State of Rhode Island’s department of business regulation in the first proposed discharge and liquidation of the obligations of a solvent insurer in the US. Clients also single out Larry Engle as a ‘bulldog in representing the client’, and Lorenzo Marinuzzi as doing an ‘unbelievably good job in managing complex cases’.

From New York, Susheel Kirpalani’s group at Quinn Emanuel Urquhart & Sullivan, LLP provides ‘the highest level of service’ and attracts praise for its ‘excellent ability in hard-fought and complex cases’. Certainly, the firm’s signature business litigation practice guarantees that contentious work is an area of expertise, and its strong focus on creditor representations generates an enviable flow of peer conflict referrals, ensuring it usually has a role in the market’s most hotly-contested restructuring cases. In a recent showcase of its talents, the firm successfully represented the official creditors’ committee for New Stream Secured Capital in the rejection of a pre-packaged Chapter 11 plan that provided insufficient recoveries to investors. The firm also has a presence on the West Coast, and Los Angeles-based Eric Winston is considered ‘very smart, knowledgeable, articulate and persuasive’ – he recently led advice to Hildene Capital Management and Hildene Opportunities Master Fund in a landmark case opposing the senior noteholders’ plan of reorganization for Zais Investment Grade Limited VII – a Cayman Islands CDO. Among other highlights, it also has a large team committed to act as special counsel to the official committee of unsecured creditors of Lehman Brothers on its collapse. Other recommended partners include Andrew Rossman and Daniel Cunningham; both reside in the firm’s New York office.

Headquartered in Chicago, Sidley Austin LLP’s practice is also represented by partners in the firm’s Los Angeles, New York and Washington DC offices. Led by bankruptcy co-chairs Larry Nyhan (‘one of the best global insolvency attorneys around, particularly strong in contested Chapter 11s’) and James Conlan (‘excellent negotiator’, ‘the man you want fighting in your corner’), this ‘professional and business savvy’ team counts on the services of over 30 partners in the US alone and is recommended it for its ‘very good expertise and efficient case management’. The firm’s debtor-side practice continues to gain in profile and it has become a real contender for some of the market’s most newsworthy cases. Highlight examples included acting for energy company Dynergy Holdings in its Chapter 11 proceedings, involving approximately $13.8bn in total assets and $6.2bn in total liabilities, and also acting for America’s largest employee-owned media and entertainment business, Tribune Company, in its Chapter 11 case – involving around $13bn in total funded debt. The firm also has a good name for creditor work and its strong international capability ensures a regular flow of cross-border mandates. Domestic creditor highlights included acting for General Electric Capital Corporation as agent for a senior debt syndicate with claims against Heartland Publications. Clients also single out the ‘hardworking’ Matthew Clemente and the ‘technically excellent’ Dennis Twomey for praise.

The extensive global reach of Allen & Overy LLP ensures it remains a ‘top choice for cross-border matters’, with New York-based team head Ken Coleman singled out for his strength in handling cases with a multi-jurisdictional aspect. This experience is evidenced through the firm’s niche in advising on cases involving UK schemes of arrangement – among other international proceedings relating to distressed companies – which complements its excellent track record in representing financial clients and debtors on Chapter 11 reorganizations, and other types of US bankruptcy and restructuring matters. Coleman recently led the team acting as US counsel to Ernst & Young as court-appointed monitor on the $8.9bn restructuring of pulp and paper company AbitibiBowater – the case also involved proceedings in Canada and the UK. In another cross-border case, Alvarez & Marsal Canada instructed the firm in relation to its role as court-appointed monitor of Angiotech Pharmaceuticals in its $250m restructuring. The firm also acts for some of the world’s largest financial institutions including HSBC, which it is advising on derivative claims arising from the collapse of Lehman Brothers. The team is praised for its provision of ‘succinct, timely and appropriate legal advice’, and for its ‘good understanding of business objectives and concerns’. ‘Excellent advocate and negotiator’ Daniel Guyder is a ‘strategist who can always see the big picture’. Elizabeth Leckie is also recommended.

The ‘phenomenally committed’ team at Bracewell & Giuliani LLP may be driven out of Connecticut, but with specialist partners in New York, Houston and Dallas, there is no doubt that this is a ‘seamless national firm’. Its sterling Texas pedigree ensures that it is well regarded for natural resources-related bankruptcies but it is also applauded for its ‘vast international experience’, and in cross-border mandates ‘lawyers emulate global best practice and do not hide behind the comfort of a “different jurisdiction” line of defence’. Team head Evan Flaschenadvocates directly and pointedly’ and is singled out for his ‘superb knowledge, fine commercial sense, unending energy and sharp focus’. Leveraging off its strong oil and gas practice, maritime matters are also a strong area of expertise and Flaschen recently worked alongside Gregory Nye and the ‘outstandingly commercial and technically superbWilliam Wood to represent Athens-based petroleum transport company, Omega Navigation, in its Chapter 11 proceedings in Houston. In a high-profile creditor instruction, the firm represented senior lenders – from a group comprised of almost 90 investors and banks owed over $3bn – in the restructuring of Australia-based Centro properties, one of the world’s largest shopping mall companies. The ‘assertive but non-aggressive’ Renée Dailey is recommended for ‘approaching her tasks with an infectious enthusiasm’.

Led from New York and Orange County, Gibson Dunn’s restructuring group also includes key partners in its Los Angeles office and provides a ‘committed and business-minded service’. David Feldman, Craig Millet and Michael Rosenthal co-chair a practice that receives a good balance of both debtor and creditor representations, with strength in financial services and real estate instructions. Recent highlights on the financial services side include advising Credit Suisse as general partner in several private equity funds in relation to the bankruptcy of Arcadia Investments. The firm is also advising Credit Suisse as part of the committee of unsecured creditors in the People’s Choice Home Loan bankruptcy. Among the firm’s recent real estate-related cases, it acted for recreational vehicle and manufactured housing business, Fleetwood Enterprises, in its ongoing Chapter 11 cases. Oil and gas-related matters are also a sweet spot, and it is representing Angus Petroleum, a wholly owned subsidiary of troubled South Coast Oil Company, on its sale and other matters arising from the Chapter 11 of its parent company. Other recommended names include Oscar Garza, who is advising FCP PropCo as debtor in the Chapter 11 of Station Casinos, and Matthew Williams, who is leading advice to the trust administrator on the liquidation and distribution of General Motors’ assets.

Traditionally known for its track record in litigious creditor representations, Kasowitz, Benson, Torres & Friedman LLP acted on several debtor-side mandates over the past year. Led from New York by David Friedman and David Rosner, this 14-partner group is a ‘committed and hungry team that you want in your corner’. The firm is acting for the debtors in the bankruptcy of book giant Borders, which filed for Chapter 11 in February 2011. The firm obtained court approval for $505m in post-petition financing and also held a successful auction, which saw the sale of valuable IP assets primarily to Barnes & Noble. On the creditor side, the firm is acting for the unsecured creditors’ committee in the bankruptcy of Adelphia Communications Corporation and was significantly involved in the sale of all the debtors’ assets in one of the largest bankruptcy M&A transactions to date. In fact, the media and telecoms sector has been a major source of instructions for the firm: it won instructions from Law Debenture Trust Company of New York as indenture trustee for 18% of the total outstanding senior notes issued by Tribune Company, and also from Anderson News, the second largest wholesaler of books and magazines in the US, on its bankruptcy proceedings. Adam Shiff is singled out as an ‘effective and industrious lawyer’.

Mayer Brown’s clients say: ‘I would not hesitate to recommend to anyone, except my opposition’. The team specialises in acting on creditor-side cases with an excellent track record in representing institutional lenders, distressed investors and creditors’ committees. It scores highly for ‘excelling in complex situations’ with its ‘very strong bench of capable lawyers’ and its ability to ‘zero in on the issues and address them in the most advantageous way for the client’. The ‘extremely responsive and technically very strongBrian Trust heads the group from New York, and is working alongside the firm’s London office to advise The Bank of New York Mellon on matters arising from its exposure to the mammoth MF Global bankruptcy and related regulatory issues in the US and UK – the case is the 8th largest bankruptcy filing in history. Chicago-based Thomas Kiriakos is recommended for his ‘extremely insightful and timely advice’, and represented Bank of America in its bulk loan sale, which involved 31 commercial real estate loans worth almost $1bn. The firm is also advising various international affiliates of Nortel Networks, and the board of directors, on the telecoms equipment manufacturer’s Chapter 11 filing. Other recommended partners include the ‘user-friendly’ and ‘highly commercial and knowledgeableHoward Beltzer and Frederick Hyman – who ‘impresses with his ability to create calmness out of chaos’.

Paul Hastings LLP’s restructuring group is led by New York-based bankruptcy chair Luc Despins, and also fields partners in California, where Kevin Fisher is the main contact, and Atlanta, where Jesse Austin leads the team. The firm regularly represents financial institutions, secured and unsecured creditors, creditors’ committees and investors but also has solid experience representing debtors, leveraging off the firm’s leading reputation in real estate matters to pack a particular punch in that industry. In a highlight example, the firm advised real estate finance and investment management company, Capital Trust, in the out-of-court restructuring of its $580m outstanding recourse debt obligations. On the creditor side, the firm is representing Carval Investors UK as the largest non-affiliate creditor in the Lehman Chapter 11 and it also advised the unsecured creditors committee on proceedings arising from the bankruptcy of US coated paper producer, New Page. On the transactional side, New York-based Leslie Plaskon (‘highly intelligent with superb judgement’) advised Morgan Stanley on its $700m exit financing to auto parts manufacturer Visteon Corp. Over the past twelve months, the firm has also handled instructions from Wells Fargo Capital Finance, AIG Global real estate, UBS and General Electric.

In 2011, Shearman & Sterling LLP was rocked by the departures of highly respected names James Garrity to Morgan Lewis and Michael Torkin to Sullivan & Cromwell LLP, bringing the total number of partners in the group to three. Nevertheless, the firm retains its strong reputation for working on the full spread of creditor work, debtor representations, distressed M&A matters and DIP and Exit financings. Also, the firm’s undoubted strength in complementary areas, such as corporate, finance and tax, sees clients praise its ability to ‘work seamlessly across departments to provide thorough advice from every angle’ and ensures that there are no gaps in service. The ‘outstandingly professional’ Frederic Sosnick continues to lead the practice, with strong support from Douglas Bartner, who impresses for his ‘unflappable manner and cool businesslike approach’. The restructuring team is working alongside the firm’s litigation, asset management and finance departments to represent Bank of America, Merrill Lynch and their respective affiliates on the $1.5bn Chapter 11 of Lehman Brothers. The firm is also representing Citicorp and Citibank as administrative agent under a $1.5bn senior secured term loan in Capmark Financial Group’s Chapter 11. On the debtor side, Provo Craft & Novelty instructed the firm to advise on its $240m balance sheet recapitalization transaction.

In 2011, the three-partner team at Sullivan & Cromwell LLP was bolstered by the arrival of former Shearman & Sterling LLP partner Michael Torkin as special counsel, and John Jerome (‘immensely tenacious’, ‘attentive and skilful’, ‘one of the true “deans” of the bankruptcy bar’) as of counsel from Saul Ewing. Clients agree that this is the firm to instruct for ‘sophisticated, complex and challenging work – you go to it when quality is paramount’, and assert that lawyers ‘bring an attention to detail and a curiosity about the clients’ business that is exceptional’. This curiosity is manifested through a diverse practice that is equally at home in advising companies or banks on the full spread of transactional, crisis management and contentious bankruptcy matters. Andrew Dietderich is ‘extraordinarily creative and insightful’ and is advising mortgage insurance company PMI Group in its analysis of restructuring alternatives. Other high-profile debtor instructions include advising the owner of the Los Angeles Dodgers on its bankruptcy as well as representing MF Global as lead restructuring counsel. ‘Scary smart’ Los Angeles-based finance specialist Hydee Feldstein is ‘very experienced with a knowledge of both the commercial finance and restructuring and bankruptcy areas’, and represented Morgan Stanley in the pre-packaged bankruptcy plan and $425m exit financing for US marketing group, Vertis.

Preeminent in Dallas and Houston, Vinson & Elkins L.L.P. is strengthening its national footprint through a growing New York profile – notably four of its 16 restructuring partners are based in the city. Nevertheless, its Texas origins remain a big draw for clients who say, ‘New York firms looking south will never have the depth of expertise, experience or local relationships of this Texas stalwart’. Importantly, the firm’s leading oil and gas expertise, as well as its related experience in the environmental, marine and regulatory areas, ensures that it is ‘a peerless choice for energy restructurings’ – but retail and financial services are also strong areas of activity. Dallas-based head William Wallander is ‘strategically strong and technically sound’, and represented oil and gas exploration company, TriDimension Energy, in its Chapter 11 case and plan of reorganization. Other stars in this group of ‘aggressive advocates and commercial dealmakers’ include Daniel Stewart – ‘one of the best restructuring lawyers in the country’ – who led the team representing independent retail furniture chain, Lack’s Stores, in its Chapter 11. John Mitchell is also a ‘standout lawyer’ and is leading advice to Trico Marine Services, and five subsidiaries, in its Chapter 11 cases. Although, the firm is better-known for debtor work, it has experience in advising creditors and it is acting as special bankruptcy counsel to Deutsche Bundesbank as creditor in the US Lehman bankruptcy.

The US restructuring group of corporate powerhouse Clifford Chanceprovides excellent advice and has a good sense of the interplay between legal and business issues’. Jointly led from New York by Andrew Brozman - recommended for his ‘crisp analytical insights’ – and Evan Cohen, this four-partner team ‘punches well above its size in terms of quality’, and includes the ‘excellent’ and ‘fantastically responsive’ Jennifer DeMarco. The firm’s global presence ensures that its client list has a strong international bent and it specialises in acting for some of the world’s most high-profile banking institutions, as well as other investors, on the full spread of creditor issues. Among its recent work, the firm advised AerCap, and other creditors, on American Airlines’ Chapter 11 filing. As one would expect from a firm with such a strong international M&A footprint, transactional work is also a notable strength and it is advising Siemens Hearing Instruments as the largest secured creditor, equity holder and successful bidder for the assets of HearUSA, a hearing care organisation, following its Chapter 11 filing in Florida.

Following on from a string of new hires in 2010, DLA Piper LLP has continued to recruit – making it clear that restructuring is a priority for the firm. Among the nine partner arrivals are new bankruptcy co-chairs Gregg Galardi, formerly a senior partner at Skadden, Arps, Slate, Meagher & Flom LLP, and Richard Chesley, who joins from the Chicago arm of Paul Hastings LLP where he was office managing partner. The firm also bolstered its Miami and Wilmington teams, bringing the total number of restructuring partners to 25 across seven offices – with New York and Chicago housing the majority of those numbers. Recent work representing Hingham Campus and Linden Ponds in its approved Chapter 11 plan of reorganization is evidence that the firm already has experience in debtor-led work, but the new appointments should develop that side of the practice further. On the creditor side, it is acting for senior lender Starwood Capital Group on the bankruptcy of Viceroy Anguilla Resort and Residences, involving claims of $358m in secured debt and $12m in unsecured debt. Selinda Melnick is an ‘excellent bankruptcy attorney, with extensive experience representing airports impacted by airline bankruptcies’, and Stuart Brown ‘enhances the client’s business through his business acumen’.

Greenberg Traurig LLP’s ‘responsive, knowledgeable and practical’ team is led by co-chairs Mark Bloom (‘extremely intelligent, articulate, cordial and professional’), Keith Shapiro and Bruce Zirinsky from Miami, Chicago and New York respectively. Calling on the services of over 40 partners across an extensive national network, the ‘depth and breadth of expertise in the firm is an important aid’ – and it also ensures that it can turn its hand to debtor or creditor representations across the full spread of reorganizations, workouts, liquidations, and distressed M&A matters. Nancy Mitchell ‘commands respect and approaches complex issues with rationale and strong communication’, and Maria DiConza is ‘very responsive; practical and logical’; both were involved in representing Indianapolis Downs and India Downs Capital in their pending Chapter 11 cases – involving $600m of debt. The firm is also representing a group holding bonds issued by General Motors subsidiary, GM Nova Scotia in a $1.2bn litigation. Nancy Peterman ‘understands business issues and doesn’t get caught up with too much theoretical pontification’, and Diane Vuocolo ‘simplifies the most complex transactions in a business-friendly way’.

Andrews Kurth LLP distinguishes itself through its ‘knowledgeable, thorough and practical attorneys’, with clients singling out group head Robin Russell as ‘calm under pressure’ and ‘very effective in court’. The team fields seven bankruptcy partners in its home state of Texas, as well as four in New York, awarding it a solid national platform. It has experience in acting for debtors, trustees, creditor and equity committees and investors on the full spectrum of bankruptcy-related matters – however, it is its distressed investment practice and its specialist energy sector experience that really draws admiring glances. Russell recently acted alongside Monica Blacker – recommended for ‘finding practical solutions to complex issues’ – to represent NuStar Energy L.P. on its $41m acquisition of certain refining and terminal assets of AGE Refining. New York-based co-chair Paul Silverstein is also recommended.

Led out of Washington DC by Michael Bernstein, Arnold & Porter LLP also fields a capable California team, overseen by Lisa Hill Fenning, and a significant New York presence. The firm’s diverse client list translates into a broad practice with expertise in advising debtors, creditors and investors on an enviable mix of corporate restructurings, bankruptcies and transactional matters. The practice’s litigation bent ensures that it shines in complex contentious matters, and it is defending American Capital in a fraudulent transfer and breach of fiduciary duty litigation arising from a $100m leveraged buyout transaction. On the debtor side, the firm represented Quebecor World (USA) on its successful emergence from Chapter 11. Michael Canning is recommended for his ‘technical strength and user-friendly approach’.

Brown Rudnick LLP’s signature funds strength translates into a bankruptcy practice with a strong reputation in advising hedge funds on distressed debt, portfolio company acquisitions and other related matters. Led by William Baldiga, the team is split between the firm’s Boston and New York offices and includes new arrival Jeffrey Schwartz, who joins the firm from DLA Piper LLP where he served as restructuring chair. Among the firm’s headline cases, it continues to be involved in the complex Lyondell Chemical bankruptcy. Following on from its role advising the official committee of unsecured creditors, it is now general counsel to the post-bankruptcy litigation trust, and partner Edward Weisfelner is acting as the trustee of the litigation trust.

From Washington DC and New York, Caplin & Drysdale provides ‘exceptional service without overstaffing’, and its experience is ‘deep on almost every related topic encountered’. Elihu Inselbuch heads an eight-partner team that has a niche in representing creditors in bankruptcy issues arising from mass-tort asbestos liabilities and clients say it ‘knows just about every case that matters in this area’. Inselbach is acting alongside bankruptcy litigator Trevor Swett to represent the committee of unsecured creditors holding asbestos-related claims in the liquidation of General Motors – involving estimated claims of over $600m. The ‘practical’ Peter Van Lockwood is ‘excellent in every respect’ and obtained court approval on behalf of the committee of asbestos claimants of Federal Mogul for a plan of reorganization that calls for the creation of a $2bn trust to pay asbestos victims.

Chadbourne & Parke LLP’s Howard Seife is singled out as a ‘leader in the field’ and heads a 21-lawyer team from New York. The firm’s profile has risen steadily in recent years, marked by its ability to secure major roles on some of the market’s headline mandates, such as advising the creditors’ committee in the Tribune Company Chapter 11 reorganization. Notable for being the largest bankruptcy in the history of the American media, the firm is representing Tribune on the full spread of related matters including the sale of the Chicago Cubs under section 363 of the Bankruptcy Code. David LeMay is also recommended and is representing several clients (including global insurance heavyweight AIG and hedge fund GLG Partners) in their respective claims against various US Lehman debtors.

Considered ‘great lawyers and personable people’, the attorneys at Choate, Hall & Stewart attract praise for their ‘deep knowledge of the law and outstanding service’. Led by Douglas Gooding, the Boston-based 23-lawyer team also includes the ‘highly experienced and creative’ Kevin Simard, who ‘understands the nuances of relationships with borrowers and investors’. The firm fields a well-balanced practice that handles a steady stream of both debtor and creditor work. In line with market activity, the retail, publishing and financial services sectors are all areas of focus and it recently acted as lead debtors’ counsel in the Chapter 11 cases of Thompson Publishing Group. The firm also won an instruction from Citigroup on the restructuring of loans related to the bankruptcies of the Texas Rangers and the Los Angeles Dodgers.

Driven from New York by Michael Hopkins, Covington & Burling LLP also has a presence in Washington DC. Clients recommend this ‘very capable and very quick’ team for ‘facilitating resolutions’ and praises its strength in creditor-side litigation as well as its comprehensive international capability that ‘ensures all cross-border matters are resourced seamlessly’. Michael St Patrick Baxter was recently appointed consumer privacy ombudsman in the Chapter 11 case of Borders Group by the United States Trustee. The firm is also involved in the Lehman Brothers case, representing Wilmington Trust Company as co-chair of the official unsecured creditors committee and indenture trustee for $48bn of senior bonds. The ‘very smart and practical’ Susan Johnston is recommended for ‘offering solutions not roadblocks’.

Peers highlight Curtis, Mallet-Prevost, Colt & Mosle LLP as ‘the “go to” firm for conflicts work in any type of restructuring’ and commend lawyers as ‘goal-oriented and incredibly responsive’ and for being ‘industry leaders that dig into matters, manage diverging personalities and continually achieve the right results for their clients’. Jointly led from New York by ‘tireless worker and extremely savvy lawyer’ Steven Reisman and Lynn Harrison, the firm punches well above its size to secure instructions on some of the market’s most visible cases. Highlights included acting as conflicts counsel for Lehman Brothers Holdings, and its affiliated debtors, in their Chapter 11 bankruptcy cases, involving the handling of all bankruptcy, corporate and litigation-related matters where the debtors’ lead bankruptcy counsel has an apparent conflict of interest.

Led by finance and financial institutions chair Charles Hedrick, the ‘effective’ and ‘straight talking’ team at Foley & Lardner LLP is split between the firm’s offices in California, Milwaukee, Chicago and Detroit. Well-known for its focus on creditor relationships, the practice also has a strong trustee and bondholder bent due to the leading reputation that Harold Kaplan maintains in this area. Highlight cases included representing ComputerShare Trust Company of Canada as indenture trustee for $125m in 10.85% debentures issued by Bowater. Canadian Forest Products in the AbitibiBowater Chapter 11 proceedings. Sports work is a trademark firm sweet spot and on the transactional side, it recently represented the successful buyer, Rangers Baseball Express, on the bankruptcy aspects of the contested plan and sale of Texas Rangers.

Dallas-based Louis Strubeck heads Fulbright & Jaworski LLP’s global financial restructuring and bankruptcy practice. In addition to its preeminent position in Texas, the team also fields partners in New York and across the West Coast. Creditor-side work is a forte, particularly contested litigation cases, but the firm also has extensive experience in M&A matters. On the contentious side, the firm successfully represented the primary lending group and plan litigation trust in a home building bankruptcy case that settled prior to trial for $90m. In a high-profile transactional highlight, the firm advised Texas Rangers Equity Holdings on the sale of a major league baseball team, a complex case that tested the bankruptcy court’s ability to compel a sale over the objection of Major League Baseball.

Well-known for its creditor-side work, Hughes Hubbard & Reed LLP also has strength in distressed investment matters and receives regular instructions from financial institutions, derivative counterparties and purchasers of assets. Led from New York by James Giddens, the team’s transaction list has a strong financial services focus. It recently represented the Bank of Nova Scotia as agent on two syndicated loans totalling over $1.3bn to operating subsidiaries of Adelphia Communications Corporation in Adelphia’s Chapter 11 proceedings. The firm also successfully represented a UK-based public company as one of the largest creditors to bankrupt US solar energy producer, Spectrawatt.

Kelley Drye & Warren LLP impresses for its ‘deep business acumen’, ‘strong substantive knowledge base’ and ‘excellent attention to client needs’. James Carr ‘always thinks multiple steps ahead and demonstrates shrewd business sense’, and heads a 21-lawyer team with strong retail experience that handles an even share of debtor and creditor work. In 2011, the ‘business savvy’ Craig Wolfe represented Contessa Premium Food in its $225m Chapter 11 petition. The firm is also representing US Bank National Association as indenture trustee and collateral agent in the $1.4bn bankruptcy cases of mobile satellite service operator TerreStar. Other recommended partners in this ‘deep bench of well-seasoned attorneys’ include Eric Wilson, who ‘understands that consensus and compromise is the best way to resolve issues but is prepared to go to court if necessary’.

Driven from Atlanta, Kilpatrick Townsend & Stockton’s ‘superbly business-minded and professional’ 14-lawyer team is also represented by partners in New York and Washington DC. Restructuring head Todd Meyers is ‘an outstanding example of a professional at the top of his game’ and is leading advice to TriMont Real Estate Advisors – which is owed over $100m – in the Innkeepers USA Trust bankruptcy. In another example of its creditor-side strength, Washington DC-based Mark Taylor (‘very technical, practical and a pleasure to work with’) is representing the indenture trustee of around $240m of trust preferred securities in the bankruptcy of Credit-Based Asset Servicing and Securitization (C-Bass).

Covering the full spread of debtor, creditor and committee representations McDermott Will & Emery LLP’s 40-lawyer team impresses for ‘keeping all tasks, information and documents coordinated – ensuring nothing “falls of the plate”’. Chicago-based group head William Smith is ‘excellent in dealing with the board and developing strategy’ and ‘brings a well of knowledge and experience to the table’. The firm is well-known for its strong niche in advising on healthcare restructurings and it is currently representing several hospitals and congregate care communities in financial distress including medical facilities in Illinois, Indiana, Michigan, Oregon, Pennsylvania, and Washington DC. It also has sterling creditor side experience.

Under the leadership of co-heads Adam Harris and Michael Cook, Schulte Roth & Zabel LLP’s 25-lawyer team provides a ‘tremendously responsive’, ‘client-focused’ and ‘highly practical’ service. The practice is well-known for its strength in litigation and its focus on creditor relationships but it also acts for acquirers, equity holders, plan sponsors and others in reorganizations and out-of-court workouts. In 2012, the firm won an instruction from an ad hoc group of second-lien noteholders, including affiliates of JPMorgan Investment Management, Credit Suisse Asset Management and Tennenbaum Capital Partners, in the Chapter 11 bankruptcy of Real Mex Restaurants.

Sheppard, Mullin, Richter & Hampton LLP’s sizeable 34-partner team is split between offices across California, New York and Washington DC. Geraldine Freeman and Alan Martin jointly head a ‘knowledgeable, efficient and proactive’ group, including ‘standout partner’ Steven Cardoza, the ‘thoughtful and well-organised’ Ori Katz and Carren Shulman – recommended as ‘zealous in her client’s defense’. The firm’s experience in both debtor and creditor-side cases ensures that it usually has a role in most of the West Coast’s most high-profile mandates. Real estate is a strong area and among its recent work the firm represented Essex Property Trust in its acquisition of troubled retail centre, Santa Clara Square.

Led out of New York by Stephen Lerner, Squire Sanders LLPalways brings the right skills and experiences to its engagements’ and ‘lawyers operate as a true partnership in the management of their cases’. The financial services sector is a sweet spot and the firm is representing AmFin Financial Corporation in its Chapter 11; the matter provides a perfect showcase for the team’s litigation talents as it gave rise to the first ever trial on the issue of whether a bank holding company owed a capital commitment to its bank subsidiary under section 365 of the Bankruptcy Code – the firm was successful in defeating a $500m claim asserted by the FDIC.

Wiley Rein LLP’s group head Jason Gold is considered as ‘among the best in bankruptcy’, and leads a group that attracts praise for its niche expertise in advising on media-related cases. The firm is rare in that it does not maintain a New York presence, however from Washington DC and Virginia, the seven-partner team manages to garner a healthy flow of mandates with national significance. Among its recent headline cases, the firm was instructed by Howrey LLP (formerly one of the largest antitrust and IP law firms in the world) on its high-profile liquidation. In another example of its debtor strength, the firm is representing Florida-based radio group Black Crow Media in its successful Chapter 11 reorganization.

Driven from Los Angeles, Winston & Strawn LLP is known for its strong West Coast and Midwest presence, but also fields partners in New York. Headed-up by ‘intelligent, creative and appropriately aggressive bankruptcy lawyer’ Eric Sagerman, the 18-partner team also calls on the services of Randy Rogers (‘deep industry knowledge and exceptional business acumen’) and Robert Julian (‘exceptional trial lawyer and strategic thinker’). The firm has ‘excellent creditor experience’, but also handles work for debtors and acquirers of distressed assets. The firm represented the official committee of unsecured creditors of subprime lender People’s Choice Home Loan in the formulation of a Chapter 11 plan, and is now advising the liquidating trustee.


Financial services: litigation

Index of tables

  1. Financial services: litigation
  2. Leading lawyers

Leading lawyers

Standing at the forefront of the financial services market, Cravath, Swaine & Moore LLP has sustained its relationships with major financial institutions by virtue of its longstanding expertise in the securities space. Richard Clary stepped down as head of litigation in 2010, but continues to defend Credit Suisse with Michael Reynolds in litigation concerning the purchase and sale of residential mortgage backed securities (RMBS). This role has seen the team defend its client in numerous nationwide claims brought by insurance companies and government-sponsored banks. Additionally, the team represents Credit Suisse AG as a creditor in the Chapter 11 bankruptcy filing of Lehman Brothers. The practice exhibits ‘significant depth’ of personnel, not least in Michael Paskin and Robert Baron, both of whom continue to represent JPMorgan Chase as co-national co-ordinating counsel alongside Sullivan & Cromwell LLP. Reynolds successfully defended JPMorgan Chase Commercial Mortgage Securities group in New York state court litigation brought against Bear Stearns, concerning a MBS transaction. Baron represented JPMorgan Securities in alleged fraud and misrepresentation claims brought by Riverside National Bank of Florida, concerning the purchase of $221m of collateralized debt obligations (CDOs). In the antitrust space, the team made vital representations for American Express in multi-district litigation (MDL) concerning currency conversion fees and consumer agreements tied to its card products. Banco Santander and Goldman Sachs are also clients.

Davis Polk & Wardwell LLP’s financial services litigation capabilities are underscored by its ‘top-quality’ white-collar crime team, ‘leading banking regulatory group’ and ‘strong appellate practice’. ‘Strong from top to bottom’, the firm is widely respected for its handling of government investigations and enforcement proceedings. It can field numerous ‘first-rate’ practitioners with prior experience in senior regulatory positions, including Linda Chatman Thomsen, the SEC’s former director of enforcement. Former federal prosecutor Carey Dunne assisted JPMorgan Chase in reaching an $88m settlement with the Office of Foreign Assets Control (OFAC) regarding a possible violation of economic sanctions. Dunne continues to represent Intesa Sanpaolo in DoJ and US Treasury investigations. Team members have shown significant aptitude in handling global investigations while showing due regard for associated reputation management. In this regard, Scott Muller acted for longstanding client Morgan Stanley in a major investigation by the SEC and DoJ, and also advised the client on potential Foreign Corrupt Practices Act (FCPA) violations arising from its real estate activities in China. Concurrently, Washington DC-based Raul Yanes acted for the same client in a congressional examination conducted by the Financial Crisis Inquiry Commission (FCIC). Other strengths of the practice include defending former directors of financial institutions in Federal Deposit Insurance Corporation (FDIC) and Financial Industry Regulatory Authority (FINRA) investigations; handling SEC insider trading inquiries; and bankruptcy litigation. James Rouhandeh heads the practice.

Paul, Weiss, Rifkind, Wharton & Garrison LLP fields numerous ‘terrific securities lawyers’. The team handles Citigroup’s RMBS litigation and has defended it successfully against various claims by private equity groups and sovereign wealth funds including Abu Dhabi Investment Authority (which brought an unsuccessful arbitration claim concerning a $7.5bn investment in the bank). Charles Davidow, Susanna Buergel, and the high-quality Brad Karp advised Citigroup on a pending settlement with the SEC, following an investigation into its CDO sales practices. Karp also guided Morgan Stanley through a FINRA disciplinary proceeding, and in an investigation by the National Association of Securities Dealers (NASD) into the sales practices of collective investment schemes. UBS instructed the firm to advise it during an investigation by the SEC, Internal Revenue Service (IRS) and the DoJ’s antitrust division.

Quinn Emanuel Urquhart & Sullivan, LLP is widely regarded as the leading plaintiff-side practice in the financial services arena and ‘among the best’ litigation teams in New York. Clients find that the team’s ‘overall level of service is excellent’. This ‘talented’ team of ‘aggressive’ yet ‘professional’ litigators is a formidable adversary in high-stakes litigation, and has established an excellent reputation for representing trustees in securities fraud cases. This ‘strong bench’ includes ‘highly trained attorneys’, who are both ‘practical’ and ‘knowledgeable’. On the securities front, Molly Stephens’ ‘grasp of details’ has proved to be an asset to clients including MassMutual, which she is representing in nine RMBS cases involving an aggregate purchase value of over $1.5bn. In a notable highlight, Harold Barza and David Elsberg guided Rosen Capital Partners through securities-related FINRA arbitration with Merrill Lynch, achieving a $64m settlement. For SEC investigations, the ‘insightful’ and ‘brilliant’ Philippe Selendy is a lawyer who is ‘unsurpassed at oral advocacy’. Additionally, the ‘excellent’ Marc Greenwald has been acting in two separate SEC investigations, one for a European investor and the other for a hedge fund manager. Greenwald ‘staffs matters appropriately’ and ‘works within budgetary restrictions’. Securities litigator Harry Olivar can ‘see around corners that others do not know even exist’. Olivar has had a number of court successes for clients including MBIA Insurance Corporation, PIMCO and Superior National Insurance Group. ‘Derivatives expert’ Daniel Cunningham helped a prominent US bank recover over $400m from several Asian financial services firms in a dispute concerning leveraged currency derivatives. Peter Calamari represented HSH Nordbank in litigation with UBS concerning its offering and sale of a $500m interest in North Street 4, a CDO.

Simpson Thacher & Bartlett LLP’s ‘exceptionally responsive’ financial services group acts for various investment banks in regulatory investigations, litigation concerning complex financial products, and antitrust matters. This ‘top-class’ team’s attorneys are ‘very skilled at the technical, political and business aspects of litigation’. Its ‘top-level litigators’ regularly defend private equity firms, including Blackstone, in transactional disputes and provide legal advice that is ‘second to none’. Thomas Rice has ‘a strong analytical mind’ and is ‘an excellent advocate’. He and the ‘outstanding’ Bruce Angiolillo helped RBS (and its affiliates) to defeat class certification in a $3.5bn RMBS putative class action, which was brought in the Southern District of New York. Rice is also defending RBS and Deutsche Bank in suits brought by Federal Housing Finance Agency pertaining to MBS purchases by Fannie Mae and Freddie Mac. Mary Elizabeth McGarry and of counsel Michael Chepiga won praise for representing former Lehman Brothers officers in DoJ, SEC and congressional investigations. Other notable instructions included Paul Gluckow representing Morgan Stanley in auction rate securities (ARS) litigation, and advising JPMorgan Chase in putative antitrust class actions concerning an alleged conspiracy to set an advantageous LIBOR interest rate. Paul Curnin handles SEC matters for clients including KKR and Travelers, and Jonathan Youngwood is the team’s main FINRA arbitration expert. Deborah Stein and government investigations specialist Nicholas Goldin made partner in January 2012.

Skadden, Arps, Slate, Meagher & Flom LLP’s deep bench of regulatory experts and ‘terrific securities litigators’ acts for global banks, mortgage corporations and insurers in enforcement proceedings and complex litigation involving regulatory and contractual issues. The highly respected Jay Kasner successfully represented Merrill Lynch in an appeal concerning its alleged misconduct in the ARS market. Among several defenses mounted against claims by monoline insurers, Kasner defended Merrill Lynch against MBIA in the New York State Supreme Court, in claims regarding $5.7bn of CDOs. Scott Musoff helped Bank of New York Mellon win a motion for summary judgment in litigation brought by MBIA Insurance. Washington DC-based Anand Raman and Joseph Barloon – co-chairs of the enforcement and investigations practice – recently steered Bank of America through an investigation by the Illinois Attorney General into Countrywide Home Mortgage’s lending practices. In consumer finance, the team assisted C&F Mortgage and several other clients with fair lending issues before the Federal Deposit Insurance Corporation and the DoJ. White-collar crime and investigations expert John Carroll acted for the former CFO of Citigroup in an SEC proceeding, and Susan Saltzstein continues to represent the former CEO of Bear Stearns, Alan Schwartz, in securities fraud and ERISA class actions and FINRA arbitrations. This team also defended a major international lender in class action proceedings concerning credit facilities.

Sullivan & Cromwell LLP’s ‘incredibly knowledgeable financial services team’ provides large institutions with the full breadth of litigious representation and regulatory advice, and is appreciated for its ‘prompt responses’. This ‘outstanding’ group represented JPMorgan Chase in the US Bankruptcy Court in Delaware and before the US District Court for the District of Columbia in connection with the collapse of Washington Mutual Bank. Bruce Clark, Robert Sacks and Stacey Friedman defended JPMorgan Chase in over 20 separate RMBS cases, one of which was brought by the FDIC. This ‘cost-effective’ group adopts ‘a multidisciplinary approach to matters’, and fields a number of experienced generalists. Michael Tomaino, Julia Jordan and ‘exceptional lawyer’ Robert Giuffra recently represented a large group of financial institutions in two proceedings concerning MBIA Inc’s restructuring of MBIA Insurance. Giuffra has ‘a complete command of securities law’. He regularly handles regulatory investigations and MBS litigation for UBS, and recently helped to obtain dismissal of all claims brought against the client by US and non-US investors that purchased shares in the bank from outside the US. Richard Klapper has a solid record in defending Goldman Sachs, including having litigated on its behalf in numerous MBS claims and shareholder derivative actions brought against former directors. David Braff played a fundamental part in steering Barclays Bank through a raft of sub-prime mortgage litigation, and recently helped it dismiss a federal securities class action concerning $5bn of American depository shares. Additionally, Gandolfo DiBlasi has been ‘a lion of the bar for years’, and H Rodgin Cohen is ‘one of the most preeminent banking lawyers in the US’. He and his colleagues have ‘a unique perspective on legal, business, regulatory and political issues affecting US banks’.

Arnold & Porter LLP’s 35-strong team represents major financial institutions in Congressional investigations, securities actions and antitrust litigation. Howard Cayne is highly rated for securities and ERISA litigation, and Charles Berry has experience representing international banks in credit derivative claims at federal and bankruptcy courts. In late 2011, Stewart Aaron led representation of American Capital in dismissing a quantum meruit claim brought by Hedge Connection. The team also acted for a club of creditors in multibillion-dollar commercial CMBS cases and advising individual executives and directors involved in SEC enforcement matters. On the consumer credit side, the firm steered a card association through numerous antitrust suits filed by merchants and other card associations, and also defended clients in litigation concerning alleged violations of consumer protection legislation. Another area of focus for the group, in which it has represented savings institutions, US banks and credit unions, is litigation to challenge state and local law attempts at regulating financial institutions, usually by means of the team asserting the notion of federal pre-emption. The practice is also acclaimed for its regulatory expertise and frequently provides counsel to mortgage lenders on compliance issues relating to Truth in Lending and Home Mortgage Disclosure acts. The team has made a number of representations of Bank of America, and Pamela Miller led for the client in clawback litigation with the Madoff trustee. The highly respected David Bergman has significant experience in federal court disputes pertaining to loan and savings, and is regularly instructed by clients involved in FDIC and SEC enforcement proceedings.

Cleary Gottlieb Steen & Hamilton LLP has a ‘flexible’ group but its greatest strengths derive from its leading regulatory practice. It handles government investigations, banking disputes and litigation regarding securities and other complex financial products. Bank of America Merrill Lynch instructed the group to defend it in 20 securities actions brought by other large financial institutions. The team’s wide-reaching representation of Bank of America also saw Jeffrey Rosenthal act for it in litigation concerning CDOs, derivatives, credit default swaps and MBS class actions. In December 2011, Mitchell Lowenthal, Victor Hou and Roger Cooper defended a conglomerate of 40 banks in a securities class action relating to their roles as underwriters on securities issued by Lehman Brothers, and assisted the banks in achieving a $417m settlement. The group represented HSBC and Bank of New York Mellon in three consolidated actions brought by non-US investors who had invested in Madoff feeder funds. In a separate instruction, HSBC relied on the team to defend it in putative class actions brought by Irving Picard: trustee for the liquidation of Bernard L. Madoff Investment Securities LLC. Giovanni Prezioso has represented several pre-eminent financial institutions in LIBOR and SEC investigations, and Thomas Moloney remains the team’s key expert on the Securities Investor Protection Act (SIPA).

During 2011, Fried, Frank, Harris, Shriver & Jacobson LLP acted in high-profile securities matters for various leading US banks, and remained deeply involved in regulatory matters for hedge fund managers and financial institutions. Douglas Flaum and Israel David successfully defended Wells Fargo Bank, and Wachovia and its former directors, in securities class actions brought by bondholders and shareholders concerning $109bn of sub-prime mortgage securities. The duo helped the defendants gain dismissal of five shareholder class actions and nearly half of the bondholder claims. In the Southern District of New York, William McGuinness and Stephanie Goldstein achieved a creditable result for Goldman Sachs, UBS and Citigroup by successfully arguing for the denial of class certification in a $9bn RMBS putative class action suit brought by investors. Elsewhere, among a steady influx of enforcement and regulatory matters, Kevin Harnisch and Dixie Johnson represented an investment bank and a broker-dealer in SEC investigations. White-collar crime expert Howard Goldstein acted as lead advisor to a hedge fund manager in a government inquiry into alleged insider dealing. At the start of September 2011, the firm recruited Linda Riefberg – the former chief counsel of FINRA – in a move that will significantly bolster its arbitration practice. Teresa Venezia left the firm to join AIG.

Gibson Dunn has not created a specialist financial services group, but is home to a ‘highly reputed class action practice’ that is superb in the MBS and ERISA litigation arenas. The firm is applauded for its ‘broad practice beyond just banks’, and regularly advises government-sponsored enterprises, insurance groups and thrifts. The team also defends officers and directors in federal investigations and represents institutions in shareholder lawsuits. Clients include Wells Fargo, FINRA and AIG. Randy Mastro, a leading New York trial lawyer, has vast experience in securities and consumer class actions for clients including Bear Stearns and Dow Jones & Company. Other recommended New York practitioners include Jonathan Dickey, an expert in shareholder derivative litigation, and Robert Serio, who frequently acts for underwriters in securities class actions. The Washington DC team is especially strong, due in part to the efforts of Amy Rudnick – a bank secrecy specialist – and F Joseph Warin, who has a sound record in guiding financial institutions through SEC enforcement proceedings and also as an FCPA compliance monitor.

Securities class actions form the backbone of Sidley Austin LLP’s ‘smart and strategic’ financial services practice. JPMorgan Chase & Co is a longstanding client of the firm (as are various entities therein), and it has instructed the team on numerous disputes concerning MBS and the securitization of collateral mortgage obligations. Litigation arising from IPOs has been one of the key drivers of work for this ‘thorough and professional’ practice in recent years, and it has defended numerous financial institutions in the US District Court for the Southern District of New York. Robert Pietrzak, Andrew Stern and Dorothy Spenner helped underwriters Merrill Lynch and UBS to achieve a $13m settlement with Chinese investors who claimed for $1bn of American depository shares issued following Giant Interactive Group’s IPO. Stern and Nicholas Crowell represented BlackRock Mortgage Investors before the US Bankruptcy Court, in a case concerning a credit default swap with Lehman Brothers. This ‘creative’ duo also acted for Japanese client The Norinchukin Bank in 20 LIBOR class actions. On the regulatory and enforcement side, Paul Gerlach and Barry Rashkover are recommended, and both have served at the SEC. Gary Bendinger is a key resource for accountancy firms entangled in securities disputes and is ‘a particularly strong strategist’.

Wachtell, Lipton, Rosen & Katz has a distinct focus on corporate and transactional litigation, and is extremely active in bank merger disputes. A team led by Meyer Koplow, Theodore Mirvis, Elaine Golin and Martin Arms represented key client Bank of America in several major cases including the $8.5bn settlement of claims involving 500 trusts for MBS issued by Countrywide. Other noteworthy representations saw the group steer JPMorgan Chase through complex litigation concerning the Lehman Brothers bankruptcy. This role saw the team help its client to achieve a settlement in mid 2011. In a separate case, the group is defending JPMorgan Chase in an $8.6bn action brought by Lehman Brothers Holdings in connection with collateral that it received prior to the institution’s collapse. On the mortgage front, David Murphy and Jonathan Moses provided assistance to PNC Financial Services Group in regulatory investigations concerning its mortgage services practices and in ongoing mortgage issues. George Conway is a leading figure for defending financial institutions in high-stakes securities class actions. In 2010, he represented National Australia Bank in US Supreme Court litigation brought by a class of Australian and US shareholders. John Savarese is ‘outstanding’ when it comes to cross-border white-collar crime cases, and previously led UBS through investigations by the SEC and DoJ. Savarese has played a variety of roles for JPMorgan Chase. He helped settle a matter with the SEC on behalf of JPMorgan Chase’s securities arm regarding the structuring and marketing of synthetic CDOs, and also aided it in moving a $19bn suit (brought by Irving Picard) away from the Bankruptcy Court.

Bingham McCutchen LLP’s ‘strong litigators’ have made a number of substantial representations for Bank of America in recent years, including helping the bank to secure a motion to dismiss consumer class actions concerning the renewal of time deposits, and acting for it in litigation against a private equity fund. On the shareholder securities front, Jeffrey Smith is a key counsel for Credit Suisse Securities USA, having represented it in a $2bn ABS MDL, achieving a summary judgment in favor of the client. Smith and Susan DiCicco also successfully defended Credit Suisse in litigation brought by Abu Dhabi Commercial Bank in connection with alleged fraudulent inducement, relating to a credit default swap. DiCicco is a highly respected securities lawyer in her own right and has acted for MBIA Insurance Corporation in a dispute concerning a contractual breach in a CDO transaction, in addition to representing RBS in CMBS litigation. Deutsche Bank, another key client, relied on the team’s defense following a $125m lender liability claim filed in the New York Supreme Court. Kenneth Schacter successfully defended MassMutual in a claim brought by investors in Madoff feeder funds. John Pernick is also recommended for securities matters, and has represented WaMu Asset Acceptance Corporation in class actions concerning loan backed securities issued by Washington Mutual Bank. Former executives of private equity funds and government-backed sponsored enterprises often turn to Michael Levy for guidance during SEC and DoJ inquiries, and Financial Crisis Inquiry Commission investigations.

Covington & Burling LLP’s ‘preeminent’ regulatory expertise and ‘unparalleled service’ have helped it become a ‘go-to firm in the field’. Civil litigator Sonya Winner has a robust record of defending US banks in consumer credit cases, including representing Wells Fargo Bank in 12 class actions suits concerning overdraft fees, and acting for Bank of America in an antitrust action relating to interchange fees on ATM transactions. Keith Noreika and pensions expert Robert Wick represented GE Capital Retail Bank in five consumer class actions involving its sale of credit card linked debt products. The ‘timely’ and ‘unfailingly courteous’ Stuart Stock guided Wells Fargo Bank through a compliance investigation by the Federal Reserve Board (FRB). Stock had a busy year for regulatory representations in the mortgage sector, and he also acted for new clients Citigroup and Citibank in connection with consent orders issued by the Office of the Comptroller of the Currency (OCC) and FRB. This ‘client-friendly’ team – led by D Jean Veta – also represented the former CEO of IndyMacBancorp in bankruptcy and MBS litigation. Former Comptroller of the Currency John Dugan returned to the firm in January 2011 to head the financial institutions practice, bolstering its regulatory capabilities. Vastly experienced competition specialist Alan Wiseman joined as counsel after the dissolution of Howrey LLP, and has since been representing Citibank in a LIBOR class action litigation.

Debevoise & Plimpton’s financial institutions group is highly reliable in ‘complicated, “bet the ranch” type matters’, and derives some of its strengths from its ‘preeminent white-collar defense’ team led by Mary Jo White, as well as its regulatory practice in Washington DC. The group advises international financial firms that find themselves under the microscope of industry regulators and brings ‘the best partners from all practice areas to the table’. Andrew Ceresney recently defended a global bank in connection with an investigation by the SEC and DoJ. In the securities realm, Kenneth Berman acted for Safra on compliance issues pertaining to SEC rules and Federal Reserve regulations; the ‘particularly responsive and thoughtful’ Maeve O’Connor is also active in SEC enforcement proceedings. The addition of Gregory Lyons and Satish Kini has supplemented the team’s banking arsenal. The pair has acted for the sector’s leading trade associations (including the Private Equity Growth Capital Council and the Financial Services Roundtable) on Dodd-Frank Act compliance issues and international regulatory initiatives. Insurance is another area of excellence, and the team frequently represents monoline insurers in litigation contesting obligations under credit default swaps. Key institutional clients include American Express, Credit Suisse and UBS.

Goodwin Procter LLP represents lenders, insurance firms and broker-dealers in high-level litigation, class actions and government investigations. Under Thomas Hefferon, the team has become deeply involved in the mortgage and fair lending space in recent years. Hefferon is playing a lead role in defending Countrywide Financial in a pending federal MDL concerning its alleged discriminatory lending practices. Hefferon and his team also defended the client and several other lenders (including Wells Fargo Bank, First Horizon Home Loan and Bank of America) in a consumer class action seeking to enjoin all consumer mortgage foreclosures. Brian Pastuszenski continues to handle MBS claims for Countrywide, having successfully dismissed numerous actions brought by institutional investors and pension funds in the US District Court for the Central District of California. On the insurance side, Michael Isenman has led various representations for Prudential in putative class action proceedings. Brenda Sharton is also recommended, and represented a financial institution in a putative class action brought under the Fair Housing Act. James McGarry has acted for residential lenders and national banks in unfair lending challenges brought by state attorneys general and classes of consumers.

Latham & Watkins LLP has had ‘great national success’ and has one of the ‘best records of going into New York and doing work for top-tier institutions’. The team’s ‘broad transactional exposure’ on matters involving top financial institutions is a real boon for clients. The client roster is biased more towards accounting firms than investment banks. San Francisco-based Peter Wald is acting for Deloitte & Touche in MDL securities class actions concerning the audit of Washington Mutual. Wald and Miles Ruthberg also represented Ernst & Young in MDL proceedings relating to the demise of Lehman Brothers. Its ability to call upon the firm’s substantial international network has helped earn the firm ‘a strong global reputation as a big player in litigation’. Wald and Christopher Harris worked with UK colleagues to represent ABN AMRO (Ireland) in clawback claims brought by Madoff trustee, Irving Picard. Elsewhere in the securities space, James Brandt and Jeff Hammel represented Fannie Mae in class actions relating to MBS valuations and risk assessments. Investments and securities lawyer Alan Avery joined the New York office in November 2011, a month after derivatives expert Peter Malyshev joined the Washington DC team as counsel.

The lion’s share of financial services disputes handled by Kirkland & Ellis LLP recently has centered on bankruptcy claims. Herald USA Fund instructed the team to represent it in Madoff fallout litigation, a role that saw Joseph Serino achieve a motion to dismiss a $2bn putative class action. He also acted for Herald in a $20bn RICO action as well as clawback claims worth over $600m brought by Irving Picard. The team’s representation of parties in Madoff-related disputes has grown to include nine other feeder funds too. General litigator Andrew Clubok is a key advisor to UBS, and recently acted for the client in nationwide cases concerning losses arising from naked short selling. Trial lawyer Emily Nicklin has earned an excellent reputation for representing accountancy firms including PriceWaterhouseCoopers Canada, which she defended against claims brought by defrauded investors in feeder funds. Alexander Pilmer acted for the securities division of a major bank (and its affiliates) in three actions brought by other financial institutions concerning its underwriting of CMBS and RMBS.

Morgan Lewis reinforced its financial services practice in early 2011 by hiring five new partners from Howrey LLP, including Romeo Quinto Jr and new team head Kenneth Kliebard. The practice is heavily involved in mortgages matters, and represents trustees, mortgage servicers and underwriters in FINRA and OCC investigations as well as class actions. Following an increase in class actions flowing from the mortgage foreclosure disaster, Joseph Duffy and Brian Jazaeri helped JPMorgan Chase to dismiss a class action brought against it by former homeowners. The team also has demonstrable expertise in insurance recovery, with David Luttinger helping Deutsche Bank to settle a decade-old dispute with its errors & omissions liability insurers over fallout from ENRON. John Vassos and litigation group leader Jami Wintz McKeon assisted Deutsche Bank’s securities division to dismiss a claim for alleged fraud brought by Teva in connection with a $70m ARS purchase. Elizabeth Frohlich is recommended for advising broker-dealers, and Michele Coffey is well versed in FINRA arbitration and disputes with industry regulators including a significant recent victory for Morgan Keenan & Coin.

Consumer class actions in the credit space are a strong aspect of Morrison & Foerster LLP’s practice, albeit this capability was lessened somewhat when William Wade-Grey left in 2011 to work with a US federal agency. Mark Ladner represented Bank of America in a class action brought by credit cardholders alleging that the bank wrongly charged them after failing to apply same-day credit to payments. Another highlight for the team was its assistance to US Bank in a challenge against officials concerning Iowa state law on the electronic transfer of funds. Practice co-chair James McGuire helped win the case on summary judgment for the client by arguing that the National Bank Act pre-empts Iowa’s Electronic Transfer of Funds Act. Fellow co-chair Nancy Thomas guided Capital One through litigation concerning its alleged breach of the Truth in Lending Act. In the mortgage space, Michael Agoglia and Wendy Garbers are defending JPMorgan Chase and Aurora Loan Services against putative class actions concerning their alleged failure to modify mortgage loans under the Home Affordable Modification Program.

O’Melveny & Myers LLP’s litigation team is heavily involved in ERISA litigation and complex mortgage cases for lenders (both bank and non-bank), investors and servicers, and is praised for its ‘fair billing practice’ and overall ‘flexibility’. This ‘absolutely terrific’ group has a fruitful relationship with Bank of America Corporation, and frequently advises the client in successor liability claims relating to its acquisition of Countrywide. In 2011, this ‘user-friendly’ team – which includes Jonathan Rosenberg, Matthew Close and Bill Sushon – successfully defended the client in a number of putative class actions in the US District Court for the Central District of California concerning claims involving billions of dollars worth of Countrywide MBS. The team’s representation of the bank also extends to defending it in derivative litigation and investigations by the Arizona and Nevada Attorneys General into Countrywide’s mortgage practices. Jeffrey Kilduff and Robert Stern represented Fannie Mae in consolidated securities class actions in the US District Court for the District of Columbia and the Southern District of New York. In addition to its Manhattan office, the practice’s ‘highly valued Washington bench truly cares about clients’, and its Los Angeles team is ‘absolutely terrific’.

Paul Hastings LLP’s ‘proactive and practical’ group provides ‘very high levels of service’ to clients caught up in litigation concerning structured products and bank collapses. Global head of litigation William Sullivan gave guidance to four former Countrywide Financial senior executives in nationwide class actions brought by pensions funds, insurers and a federal agency concerning their roles in the offering of MBS. Barry Sher and his ‘professional’ team helped MRU Holdings to win dismissal of an ARS-related suit, and also defended UBS against claims brought by HSH Nordbank and Royal Indemnity Company as investors in CDOs. The ‘responsive’ Kirby Behre and V Gerard Comizio are acting for two former executives of IndyMac Bank in a $300m professional liability action, which was initiated by FDIC and relates to the housing market crash.


Financial services: regulatory

Index of tables

  1. Financial services: regulatory
  2. Leading lawyers

Leading lawyers

A ‘financial services powerhouse’, Cleary Gottlieb Steen & Hamilton LLP has vast knowledge and practical experience within all the relevant regulatory issues affecting the industry coupled with cross-practice integration and cross-geographic reach. This ability to work closely with other practices and international offices within the firm is particularly well-served on addressing the regulatory issues associated with financial services M&A. The ‘extremely thoughtful’ Robert Tortoriello has an enviable track record and is regularly involved in the most significant transactions in the market, including his ongoing work for Bank of America on the global regulatory requirements and global integration issues regarding its acquisition of Merrill Lynch. Tortoriello was also recently involved alongside senior attorney Timothy Byrne on the regulatory issues associated with BNP Paribas’ acquisition of Fortis Bank’s US operations. ‘One of the leading bank regulatory practices’, the firm’s prowess also manifests itself in pure compliance matters across the full spectrum of issues ushered in by the Dodd-Frank Act including advising on systemic risk regulation, limitations on proprietary trading and private fund activities by banking organizations, and wholesale changes to the compensation practices of financial services firms. The firm is recognized as a real thought leader within the field, and is regularly instructed by trade associations such as the Institute of International Bankers, which it is advising on Volcker rule concerns and the heightened capital requirements stipulated by the Basel Committee. Although the team suffered a setback by the recent departure of John Murphy to the consulting firm Promontory Financial Group, it is still viewed as the ‘gold standard’ for clients involved in complex financial institution mandates. Derek Bush is one of the stars of the team and covers the full range of standalone compliance issues or matters arising as a function of M&A transactions; he is representing HCBF in a raft of matters including on its acquisition of First Bank of Indiantown. Other recommended partners include Giovanni Prezioso and David Aman, both of whose wide-ranging practices also include broker-dealer regulatory work.

Based out of its New York and Washington DC offices and aided by a significant international footprint, Sullivan & Cromwell LLP’s ‘very deep and respected team of bank regulatory specialists’ are well-placed to advise on the most significant domestic and cross-border mandates in the market. At the vanguard of critical issues and developments that have re-shaped the financial market, the team is engaged across the panoply of issues from a pure compliance, transactional and enforcement standpoint. The ‘very responsive and well-connected’ team continues to advise American Express and Goldman Sachs on their conversions to bank holding companies, as well as representing CIT and GE on corporate governance issues, bank examinations and designing policies and procedures. The team is also regularly instructed by trade associations on legislative issues and the implications of changes in the regulatory framework. In this regard, it is advising The Clearing House, an association of ten major banks, across a range of matters including pending legislation and regulations relevant to the banking industry. On the transactional side, the team has been particularly active on the sell side for clients as they seek to divest non-core business lines. The ‘excellent’ Mitchell Eitel is advising HSBC on both the $2.6bn sale of its US credit card-related business and the $1bn sale of 195 US retail bank branches to Capital One and First Niagara respectively. ‘Simply the best’, Rodgin Cohen is ‘very approachable and grounded’ and is recognized as ‘the bank regulatory authority’. At the forefront of some of the most important and cutting-edge mandates at the heart of the economic crisis, as well as his well-known expertise for handling banking M&A mandates, he is also frequently the first name on the list of bank bosses regarding Dodd Frank-related compliance issues. The ‘very knowledgeable’ Michael Wiseman and ‘premier banking authority’ Elizabeth Davy both have ‘expansive knowledge’. Clients include Royal Bank of Canada, UBS, Barclays and Goldman Sachs.

Led by the ‘encyclopaedic and tireless’ Randall Guynn and including a plethora of former high-ranking government officials and ex-in house counsel, Davis Polk & Wardwell LLP’s financial services regulatory group has been one of the most visible outfits in the market since the recent financial crisis. Able to call upon the services of ten partners dedicated to work in the area and also aided by excellent capital markets, banking and M&A groups, the team has the critical mass to handle mandates across the spectrum of issues, from advice on capital increases and other strategic transactions to the creation of new financial products, all viewed through the prism of heightened regulatory scrutiny. Praised for its ‘current industry knowledge’, the team has been ‘very proactive’ in keeping clients and the industry abreast of the constantly evolving legal landscape. As well as regular online publications, the development of the Davis Polk Regulatory Tracker – an internet-based tool which allows clients to receive easily accessible regulatory implementation updates on the major US financial regulatory developments – has proved invaluable to clients as they seek to keep on top of the complex web of Dodd-Frank regulatory reform. The practice is instructed by six of the largest US banks on various regulatory matters and continues to advise Morgan Stanley on the necessary compliance issues associated with its relatively recent conversion to a bank holding company. The group is also praised for its ability to effectively resource matters, ‘ensuring that it has the right people working on the right issues, without duplicate billing or the right hand not knowing what the left hand is doing’. Of these experts, the ‘responsive and knowledgeable’ Arthur Long benefits from ‘excellent relationships with the regulators’ and is a ‘go-to person for bank regulatory matters’. The ‘tremendous’ John Douglas has vast experience for bank regulatory matters, gleaned both from private practice and his years as general counsel at the FDIC; he recently advised Gotham Bank on its sale to Provident Bank. Annette Nazareth heads the broker-dealer, futures, and trading and markets sub-group.

Based out of the firm’s New York and Washington DC offices and aided by a significant presence in Europe and Asia, Debevoise & Plimpton’s ‘intelligent, thoughtful and hardworking’ financial institutions group has the scope and critical mass to resource a broad range of domestic and cross-border mandates. Praised for its ability to provide ‘technically correct advice, while giving commercially sound guidance’, the team is ‘particularly effective at contextualizing new developments in financial services regulation into the broader context’. The team’s standing in the industry is underscored by its involvement for a plethora of trade associations including the Private Equity Growth Capital Council on the regulatory implications arising from Dodd-Frank and numerous Basel Committee regulatory initiatives. The firm’s banking work also continues to grow under the leadership of the ‘intelligent, thoughtful and hardworking’ Satish Kini and Paul Lee, both of who helped secure the necessary FDIC approval to allow the completion of Westpac’s cross-border acquisition of J O Hambro Capital Management. However, the team remains best-known for its ‘outstanding knowledge of insurance regulatory matters in the US, Europe and Asia’. Particularly active at handling transactional matters within the insurance sector, the ‘real value proposition is that there are not a lot of firms that combine both a top-notch Wall Street M&A practice and a deep understanding of the insurance industry and insurance regulation’. The ‘exceptional’ Nicholas Potter is the ‘authority on insurance M&A and provides instant credibility when he enters the room’. Potter recently represented MassMutual on the sale of its interest in its Taiwan-based affiliate, MassMutual Mercuries. The ‘excellent’ John Vasily is also a leading figure within the insurance industry, and hot on the heels of his high-profile representation of AIG on AIA’s spin-off and subsequent IPO, recently advised the insurance giant on its $2.16bn sale of its majority interest in Nan Shan Life Insurance. Co-head Gregory Lyons is also a pivotal member of a team that includes counsel Michael Devins, who ‘has an encyclopaedia-like understanding of the insurance M&A landscape and the legal framework for getting deals done’.

Simpson Thacher & Bartlett LLP is ‘truly top of the class’ for handling transactional work within the financial services sector. The firm is well positioned to handle the plethora of private equity mandates within the industry as a result of its deeply entrenched ties with heavyweights such as the Carlyle Group and Oak Hill Capital. The team recently advised both clients on their $77.5m recapitalization in FNB United (parent company of CommunityOne Bank). Other highlights included advising TD Bank Financial Group on its $6.3bn acquisition of Chrysler Financial and representing Monex Group on its $411m acquisition of online brokerage firm TradeStation Group. The firm also provides ongoing compliance advice to a range of clients on the impact of the Dodd-Frank Act, and was one of the firm’s chosen by the Department of Treasury to represent it on the structuring and implementation of its TARP programs. ‘Calming and authoritative’ team head Lee Meyerson ‘provides real insight into the inner workings of the M&A world’ and is an integral part of a team that was recently enhanced by the recruitment of the ‘very knowledgeable and responsive’ Stacie McGinn from Bank of America. Other recommended partners include the ‘tenacious’ Maripat Alpuche, who excels at M&A mandates and capital raisings for financial institutions, and Elizabeth Cooper, who was recently promoted to the partnership. Clients include AIG, People’s United Financial and TD Bank.

Skadden, Arps, Slate, Meagher & Flom LLP’s 50-attorney financial institutions group has an excellent track-record across the waterfront of regulatory mandates for an impressive roster of clients including Citigroup, Morgan Stanley and JPMorgan. Able to leverage off a broad international footprint and also able to tap into the resources of ‘first-rate’ banking, capital markets and corporate practices, the team is regularly involved in some of the largest and most sophisticated transactional mandates in the banking sector. David Ingles and Brian Christiansen represented WL Ross and Leonard Green & Partners as two of four lead investors which injected $175m into Cascade Bancorp, thereby preventing it from seizure by the FDIC. Christiansen was also involved, alongside Robert Sullivan and Anand Raman, for Fortress Investment Group on its acquisition of 80% of American General Finance from AIG. Also active on the capital markets side, the firm advised on the corporate, securities and regulatory aspects of BankUnited’s $900m capital raising - the largest IPO in US bank history and the first IPO by one of the new banks that were formed during the financial crisis for the purpose of acquiring a failed US depository institution. ‘A thought leader for bank regulatory work’, team head William Sweet is regularly at the forefront of some of the firm’s most innovative transactions and is currently advising Chinese brokerage firm CITIC Securities on its $374m acquisition of a minority stake in CLSA Limited (Hong Kong) and Crédit Agricole Cheuvreux SA (France) from Crédit Agricole Corporate & Investment Bank (France). The team also continues to handle a steady stream of ongoing Dodd-Frank compliance work, and the recruitment in 2010 of former assistant general counsel to the CFTC Mark Young has substantially enhanced the firm’s capability to handle derivatives regulatory matters. Although the firm is largely focused on handling retail banking matters, it also has a significant capability on the consumer finance side for a raft of banks, mortgage lenders and credit card companies. Joseph Barloon has a strong reputation in the area and provides ongoing advice to BBVA Compass across a range of regulatory inquiries including conducting a fair lending review at the bank.

Chiefly based out of the firm’s Washington DC, New York and Los Angeles offices, Arnold & Porter LLP’s team of more than 35 lawyers handle regulatory, legislative and transactional work for a broad cross-section of clients in the industry including bank holding companies, foreign banks, insurance companies and securities firms. Although the firm is perhaps best known for its expertise at handling enforcement, investigations and litigation, it also has substantial expertise advising on pure banking compliance matters. The team is regularly instructed by both trade associations and individual financial institutions to monitor and comment on legislative changes within the industry but also to draft legislative proposals. The firm formulated and implemented a legislative and regulatory strategy for Toyota Financial Services – the largest captive finance company in the country – in response to the Dodd-Frank Act. A cross-disciplinary team ensured that changes were made to the formative version of the Act to blunt its impact to the company. As a result of the success in this mandate, the firm is advising a loose coalition of captive finance companies who have been similarly impacted by the Act – the work also includes educating both Congressional and regulatory staff to better understand the business models of such companies. The team is also instructed by TIAA-CREF and the State Farm Insurance Company to advise on legislative changes within the industry and their impact on the companies. On the transactional side, the team provided the necessary regulatory input pursuant to York Capital’s $16m investment in United Community Banks. Patrick Doyle and Kevin Barnard co-head a team that includes a cadre of ‘very talented lawyers’ including David Freeman, Michael Mierzewski and Richard Alexander. In May 2012, Charles Landgraf joined from Dewey & LeBoeuf LLP.

With ‘tremendous industry knowledge’, Covington & Burling LLP’s 50-attorney multi-disciplinary group provides ‘a very high-quality work product’ to clients across the gamut of regulatory matters, including Dodd-Frank implementation concerns and Volker rule implications. Comprising a number of former high-profile government lawyers, including ex-Comptroller of the Currency John Dugan, the team excels at handling multi-dimensional matters which involve substantial industry knowledge, and benefits from deeply entrenched relationships with the regulators and the principal actors on Capitol Hill. Team head Duggan has a ‘strong ability to translate regulatory requirements into practical and commercial guidance for bankers’ and is active across a range of increased regulatory requirements including heightened capital and liquidity standards, the Volcker Rule and orderly liquidation. The arrival of former CEO of the American Bankers’ Association (ABA) Ed Yingling in January 2011 is also a tremendous fillip for the practice – particularly on matters involving overlaying public relations and legislative issues – and further cements the firm’s existing ties with the ABA. Recognized as an ‘all-round great guy’ who benefits from a ‘wealth of knowledge’, Stuart Stock is recommended, as is Keith Noreika, who is ‘very strong on the policy behind consumer regulations’. Praised for its ability to ‘give clients answers, not just thought pieces’, the team recently represented Citigroup in connection with the Federal Reserve Board and OCC consent orders concerning mortgage servicing and foreclosure activities. Clients include Citigroup, IBM, Freddie Mac, GE Capital and JPMorgan Chase.

Based in Washington DC and aided by a wide international network, Hogan Lovells US LLP’s team provides ‘timely, responsive and accurate’ advice to an impressive roster of financial institution clients including Barclays, Danvers Bancorp, First Trade Union Bank, Western Alliance and Watertown Savings Bank. With approximately 20 attorneys focusing on a range of pure compliance, transactional and enforcement work, the team has sufficient firepower to handle a significant flow of mandates across the spectrum of matters affecting the industry. Praised for his ‘high-quality work, fast response times and reliable advice’, Stuart Stein is regularly involved in many of the firm’s most significant mandates including its advice to Banco Industrial de Venezuela on investigations and related enforcement actions into the bank’s compliance, financial condition and lack of audited financial statements. Working in conjunction with the firm’s Caracas office, the representation includes the negotiation of some sensitive political issues and is illustrative of the group’s ability to handle mandates with a strong international complexion. Alongside Daniel Keating, Stein was also an integral part of a multi-disciplinary team that advised Accenture on the acquisition of Zenta, a third-party business process outsourcing company for financial services clients. The recent return of Daniel Meade, following his tenure as senior counsel to the US House Committee on Financial Services, is a major fillip to the practice, given his role as principal draftsperson of substantial parts of the Dodd-Frank Act. Spearheaded by Christopher Wolf and aided by a strong offering of attorneys specializing in privacy matters, the firm has been at the forefront of helping clients adapt to the new consumer privacy regulations. Team head Richard Schaberg is praised for his ‘accuracy, consistency and timeliness’.

Instructed on a standalone basis as well as being able to tap into a blue ribbon array of banking clients availed by its bank lending practice, Latham & Watkins LLP provides ‘expert and knowledgeable advice’ across a range of advisory and transactional-related regulatory advice. While it may lack the critical mass of some of its peers, the team benefits from the ability to tap into the resources offered by a full-service global law firm and as such is well-placed to advise clients on mandates that are multi-disciplinary and cross-border in nature. Recent highlights include advising Kennedy Wilson on its acquisition of a minority stake in the Bank of Ireland. The team is also regularly consulted by trade associations and individual financial services entities to advise on the impact of recent legislative changes. ‘Unique and wonderful’ team head Brian Smith benefits from ‘vast knowledge’ across the landscape of financial services regulatory work gleaned from private practice, as well as his previous role as a senior federal regulator. Praised for his ‘knowledge, contacts and demeanor’, Smith is particularly noted for his expertise in relation to electronic payments systems. Dana Fleischman has strength advising on the regulation of broker-dealers and securities markets, and is a vital part of an expanding team that also now includes commodities expert Peter Malyshev and bank regulatory partner Alan Avery, following their recent recruitment from Winston & Strawn LLP and Arnold & Porter LLP respectively.

Morrison & Foerster LLP is increasingly active out of Washington DC, following the recent recruitment of Dwight Smith and the ‘extremely knowledgeable and practical’ Charles Horn from Alston & Bird LLP and Mayer Brown respectively. The firm’s bi-coastal ten-partner team provides ‘very specialized and knowledgeable’ advice to both retail and wholesale banking clients. ‘Preeminent in his field’, Horn has an excellent reputation for advising on M&A-related banking mandates, and along with the ‘professional and knowledgeable’ Barbara Mendelson, represented Northern Trust on the consolidation of three subsidiary depository institutions into a single resulting bank. As part of his broad-ranging practice, the ‘superb’ Henry Fields handles a raft of private equity transactions and banking mandates within the financial services industry; he recently represented AmericanWest Bancorp on the sale of its subsidiary to a private equity fund. However, the group remains best known for its ‘outstanding’ reputation within the consumer finance sector, particularly in relation to credit card payment operations. The ‘excellent’ Richard Fischer has vast experience in the area having worked closely with clients on every major legislative and regulatory initiative affecting financial services and payment systems since the mid-1970s. Fischer was a key part of the team that recently represented Capital One on the regulatory issues associated with its $2.6bn acquisition of HSBC Holdings’ US credit card business. Other recommended partners include Oliver Ireland, for credit card issues and Los Angeles-based Joseph Gabai, for mortgage banking matters. Clients include the American Bankers’ Association, Bank of Montreal, Citibank, ING Bank and Mizuho Corporate Bank.

Sidley Austin LLP’s ‘experienced’ 16-partner Washington DC-based team provides an ‘excellent service’ to a diverse client base that includes banks, insurance companies, broker-dealers and retailers, across the spectrum of regulatory compliance, transactional-related regulatory concerns and enforcement/investigations. Able to call upon the expertise of lawyers within related areas including banking, M&A and capital markets, the team has been handling a significant amount of transactional work as banks adapt to the various strictures imposed on them by regulatory changes in the market. ‘Excellent’ team head William Eckland recently provided the regulatory input for the underwriter on First Republic’s $3.2bn IPO. Eckland also provided regulatory advice to Western Union on its £606m acquisition of the global business payment division of London-based currency trader Travelex. The team provides ‘invaluable advice’, both on a strategic and pure compliance level, to a host of banks on Dodd-Frank regulations and its likely interplay with the new Basel III regulatory regime. New York-based Connie Friesen focuses exclusively on advising foreign banks and has been kept particularly busy advising Chinese banks as they continue to focus their expansionary plans on the US market. As well as recently helping establishing New York branches for a number of Chinese banks including the China Merchants Bank, Friesen recently represented Oversea-Chinese Bank on its $5bn offering of commercial paper in the US. Consumer finance also remains a real driver for the firm. Praised for his ability to ‘communicate complex concepts to the non-expert’, David Teitelbaum provides ‘practical, common-sense advice’ to financial institution clients across a swathe of regulatory matters. However, he is best known for his work within the payments systems arena and continues to represent the National Automated Clearing House Association across all areas of regulation and the ongoing development of the automated clearinghouse payment system. The firm’s prowess in the consumer finance arena is exemplified by its ongoing representation of MasterCard on domestic public policy, regulatory and compliance issues affecting payment systems, banks and other financial institutions. Also active in more esoteric regulatory areas, the team works increasingly closely with the firm’s privacy, data security and information law group across the panoply of privacy matters affecting financial institutions. Clients include Fortress Investment Group, Discover Financial Services, UBS, Morgan Stanley and Citibank.

Mayer Brown’s ‘solid and reliable’ team provides ‘cogent analyses’ to financial institution clients. Able to call upon the services of more than 30 attorneys with regulatory expertise out of its US, European and Asian office, and aided by strong transactional corporate, banking, investment management and private equity offerings, the team excels at handling matters with an international complexion such as its current representation of Capital One on its $9bn acquisition of ING Direct USA. The mandate involved significant cross-border regulatory concerns, including advising on the impact of the Dutch government’s support of the ING Group as a result of the recent financial crisis. The practice has also been at the forefront of Dodd-Frank compliance work, both in direct advice to clients, as well as through innovative web-based tools such as the “Dodd-Frank Assistant”. The team represents a host of domestic and foreign entities, including the Royal Bank of Canada, across a variety of pure compliance matters related to the Act including the implications of the Volcker Rule regarding limits on proprietary trading. Specializing in cross-border matters, often within the broker-dealer area, Jerome Roche ‘brings a highly pragmatic approach to complex issues, and provides insightful guidance that is commercial but also respects the spirit of regulation’. Thomas Delaney ‘knows financial services regulatory matters inside out, with a particular expertise in dealing with supervisory letters and responses’. ‘The analytically very strong’ Alex Lakatos is a ‘good communicator’ and a vital member of the team for handling enforcement and litigation matters which involve financial services regulatory issues.

Operating from offices across the length and breadth of the country, Paul Hastings LLP’s flourishing practice handles the gamut of matters, from operations to M&A, lending to litigation, and formation to financing. Able to tap into the resources offered by a full-service international firm, the team is well-positioned to handle multi-jurisdictional regulatory issues. In close co-operation with lawyers in the Hong Kong, Shanghai and London offices, New York-based Josh Sternoff and Tom Kruger advised Citigroup on the sale of its global real estate investment management platform, to an affiliate of Apollo Global Management. Gerard Comizio chairs the banking and financial institutions practice and has vast experience across a range of standalone compliance matters, as well as regulatory issues associated with financial services M&A activity and capital raisings. The firm’s expertise within the financial services arena is completed by a flourishing payments system practice. Headed out of Atlanta by the ‘exceptional’ Chris Daniel, the group handles a broad scope of matters including product development, global money transmission, joint ventures and investments into payment system companies. Daniel has ‘very close relationships with the regulators, which ensures that matters are handled in a streamlined way’. The arrival of Thomas Brown from O’Melveny & Myers LLP in February 2010, adds further weight behind the practice, particularly in matters at the intersection of financial services, IT and antitrust.

Shearman & Sterling LLP is seen as an excellent choice by clients ‘where sound judgement is needed in the most demanding and sensitive matters’. Capitalizing on the firm’s broad international network, the team provides sophisticated advice to banks, clearing and settlement providers and funds on a national and cross-border basis and maintains strong ties with the relevant regulators. Well abreast of the ever evolving landscape in the regulatory market, the firm provides ongoing compliance advice to several European banks on the ramifications of the Dodd-Frank Act for their US operations. Led on the regulatory front by the ‘excellent’ Bradley Sabel, the team represented Fairfax on its portfolio investment in the Bank of Ireland with four other investors. Alongside Russell Sacks, Sabel also recently represented ICE on its conversion into a non-bank entity and voluntary withdrawal from membership in the Federal Reserve System, and in its adaption to new swap clearing rules under the Dodd-Frank Act.

Although it has a narrower level of focus than many of its peers, Ballard Spahr LLP provides a ‘very high level of service’ to clients engaged in consumer finance work. Jointly headed out of Philadelphia by Alan Kaplinsky and Jeremy Rosenblum, and including four members of the American College of Consumer Financial Services, the ‘excellent’ 30-partner team provides expertise in product development and regulatory matters. As well as its reputation for defending clients in the face of significant plaintiff class actions, the team is also appreciated by clients for its ability to minimize litigation as a result of implementing ‘innovative’ strategies. On the non-contentious side, the team is regularly involved in structuring consumer financial services products. It is representing a bank on the launch of a nationwide credit card program – involving the drafting of cardholder agreements and counselling on CARD Act and state law issues affecting credit card lending. Rosenblum has a focus on the interplay between federal and state laws and was recently engaged by Sovereign Bank, FSB to advise on the state laws applicable to it as a result of the implementation of the Dodd-Frank Act in several of the states in which the bank has branch offices.

One of the best banking firms in Texas’, Bracewell & Giuliani LLPknows the regulatory players in the state along with a number of the bank management teams’. Sanford Brown is one of the pivotal members of the team and as part of his broad-ranging practice handles a mix of compliance, enforcement and M&A work. ‘One of the godfathers of banking attorneys in Texas’, William Luedke recently negotiated a consent with the FDIC and Texas Department of Banking. Spearheaded by Julian Rainero, the New York practice specializes in broker-dealer work, an area of expertise that was recently underscored by the firm’s appointment by SIFMA to prepare comments letters on FINRA’s supervision proposal and communications with the public proposal. Robert Frenchman is also recommended.

Successfully integrating regulatory expertise with the derivatives and fund formation practices, Cadwalader, Wickersham & Taft LLP provides an ‘excellent service’ to a varied array of participants in the financial services industry. Spearheaded by the ‘very strong’ Steven Lofchie, the team is recommended for its expertise within the broker-dealer area. Lofchie is advising JPMorgan in establishing swap dealer compliance programs in light of the recent changes brought about by the Dodd-Frank Act, and was also part of the team that helped Bank of America Merrill Lynch design and establish a global prime brokerage platform. Recently promoted partner Jeffrey Robins and senior counsel Maurine Bartlett are also recommended for work in this area. The firm is also active advising on bank regulatory issues, both in the context of compliance advice on the new regulatory framework and pursuant to M&A work. Clients include BlackRock, ISDA, Federal Home Loan Mortgage and BNP Paribas.

The departure in 2010 of several core partners to Dechert LLP forced Fried, Frank, Harris, Shriver & Jacobson LLP to substantially reorganize its practice. Now headed by the ‘excellentChristopher Bellini, following his arrival in June 2011 from Gibson Dunn, the emphasis has moved away from the thrift banking area towards the retail and commercial banking sectors. Praised for his ‘exceptional bank regulatory knowledge’, Bellini has already advised a number of financial institution clients, including Capital One, across a broad canvass of regulatory matters including Dodd-Frank implications, the Bank Holding Company Act and Basel requirements. Leveraging off strong capital markets, private equity and M&A teams, Bellini is also a vital component of the team when such matters involve regulatory input. Clients include Goldman Sachs, Bank of America and Sovereign Bank.

Gibson Dunn has been particularly busy providing advice to financial institution clients on the myriad legislative changes being ushered in by the Dodd Frank Act, with a particular emphasis on Volcker Rule issues. Amy Rudnick has particular strength at advising clients on anti-money laundering issues.

Headed out of Washington DC by Stephen Roth, Sutherland Asbill & Brennan LLP’s 20-partner team provides ‘very high-quality advice’ to a myriad clients across the financial services spectrum including insurance companies, broker-dealers and investment funds. Less transactional and bank-focused than many of its peers, the team is very much a pure regulatory practice. The ‘exceptional’ James Cain is a ‘go-to-person for derivative transactions and the new Dodd-Frank regulations’. Cain is one of the lead partners advising the 12 Federal Home Loan banks on the impact of Dodd-Frank, work which included responding to regulatory initiatives from the SEC and CFTC and reviewing contractual agreements. The team is also representing 15 of the largest life insurers in developing form documentation for cleared swap transactions that will be required under the Dodd-Frank Act. Spearheaded by Steven Boehm and closely supported by the tax group, the firm has also established a very strong capability within the niche area of business development companies (BDC) – an increasingly popular form of publicly traded private equity. Now instructed by over half of the industry’s participants, as well as providing ongoing advice on the myriad regulatory issues, the team has handled a raft of fundraisings for BDCs including Ares Capital on its $500m convertible bond offering.

Headed by Ronald Glancz, Washington DC-based Venable LLP’s six-partner financial services group provides regulatory advice to a range of clients within the industry including commercial banks, savings banks, credit unions and bank holding companies. Although it is perhaps better known for its enforcement work, the team also has a significant capability for handling general compliance and transactional-related regulatory issues. John Beaty is regularly instructed by clients seeking advice on how to develop and alter their compliance structures to adapt to the rapidly changing regulatory landscape; he recently advised a trade association regarding the compliance of mobile telecommunications companies with respect to banking regulations in connection with payments and fund transfers involving mobile devices. Spearheaded by the ‘very well-connected’ William Donovan and working in close co-operation with the firm’s legislative and government affairs team, the team is frequently instructed by clients within the financial services industry to promote their interests on Capitol Hill and before government agencies. A measure of Donovan’s influence can be shown by his involvement with Congress in shaping the most significant pieces of legislation shaping the law relating to consumer financial services over the past 35 years.

The ‘very client-oriented’ and ‘creative’ six-partner team at Winston & Strawn LLP handles a range of bank, broker/dealer and derivatives regulatory and compliance matters. Although it lacks the kind of high-profile client base of the top-tier firms, it is appreciated by clients for the ‘collegial’ nature of its team and the ‘business-sensitive advice’ it is able to provide – aided in no small part by a number of lawyers who have previous in-house experience. Chicago-based team head Christine Edwards has ‘vast experience at both a national and international level’ and is instructed by a growing portfolio of financial services clients such as Discover Financial Services and Continental Investors. Ex-head of equities compliance at Deutsche Bank Edward Johnsen leads the firm’s broker-dealer practice and is appreciated by clients for his ‘understanding of the practical issues associated with his advice’. Along with Edwards, he recently represented the US broker-dealer arm of a major international bank on the expansion of its operations through the addition of two entirely new lines of business. Formerly in-house counsel at the Chicago Mercantile Exchange, the ‘business-friendly’ Mike Philipp is praised for his ‘prowess at handling commodity regulatory work’ and recently represented ICE Clear Credit in meeting its regulatory requirements for operation as a derivatives clearing organization registered with the CFTC. The team was bolstered by the arrival in March 2011 of Anthony DiResta from Manatt, Phelps & Phillips, LLP. Clients include Bank of Hawaii, Landmark Bank, UniCredit Capital Markets and Bank of the Cascades.


Municipal bankruptcy

Index of tables

  1. Municipal bankruptcy
  2. Leading lawyers

Leading lawyers

    • Bruce Bennett - Jones Day
    • Kenneth Klee - Klee, Tuchin, Bogdanoff & Stern LLP
    • Marc Levinson - Orrick, Herrington & Sutcliffe LLP
    • James Spiotto - Chapman & Cutler LLP

Klee, Tuchin, Bogdanoff & Stern LLP is a boutique law firm specializing in bankruptcy, reorganization and corporate insolvency. It has years of experience in the field of bankruptcy, and its attorneys are recognized as ‘leaders in their field’. The firm is representing Jefferson County, AL, in its Chapter 9 filing, the county having sunk into a $3.1bn debt following a costly upgrade to its sewer system. This matter became the largest municipal bankruptcy ever filed. Kenneth Klee has unsurpassed experience in business insolvency and reorganization. Lee Bogdanoff and Michael Tuchin are also recommended.

Orrick, Herrington & Sutcliffe LLP’s restructuring team has specialist knowledge in the municipal sector, and represents borrowers and creditors, counties and cities. Sacramento-based Marc Levinson is a ‘leading lawyer’ for complex reorganizations and restructuring. The City of Vallejo continues to instruct Levinson following on from its Chapter 9 filing in 2008. In 2011, the City sought advice from Levinson on all non-labor matters that are subject to ongoing litigation. Levinson devised the City’s exit plan from Chapter 9, which included a provision permitting it to reject its burdensome labor contracts, which accounted for three-quarters of the City’s general fund budget. This allowed the City to modify its collective bargaining agreements with employee unions, notable as being the first time a Chapter 9 debtor was authorized to reject a labor agreement with one of its unions. Although the decision was appealed, the Bankruptcy Court upheld the ruling. In San Francisco, finance experts William Doyle and John Knox are recommended. Pauline Schneider and Darrin Glymph in Washington DC are also recommended.

On the creditor side, Arent Fox LLP’s ‘first-class’ restructuring team provides ‘excellent knowledge, an excellent response time and excellent advice’. David Dubrow specializes in municipal matters including the structuring of municipal bonds. Dubrow also acts to maximize recoveries for holders of defaulted bonds and represents creditors in municipal bankruptcy proceedings; he has represented parties in the Harrisburg, PA, and Central Falls, RI, Chapter 9 proceedings. The multidisciplinary restructuring team includes attorneys with expertise in healthcare issues, municipal finance and litigation. Clients include Wells Fargo Bank, Vanguard Funds and Ambac Assurance Corporation. Andrew Silfen heads the team.

Ballard Spahr LLP prides itself on providing a full service for municipal matters, and the group acts for creditors and debtors. William Rhodes heads the multidisciplinary public finance practice, which is staffed from six offices – Philadelphia, Baltimore, Washington DC, Phoenix, Wilmington and Salt Lake City – and which covers all areas of public finance, labor and bankruptcy. The team has recently experienced an increase in instructions relating to labor issues, which are often one of the largest operating expenses for municipalities. Clients include the City of Philadelphia and South Eastern Pennsylvania Transportation Authority. On the creditor side, it acted for Manufacturers and Traders Trust Company, and assisted TD Bank National Association in raising objections to the City of Harrisburg’s petition for bankruptcy. Employment law specialists John McLaughlin and Patrick Harvey are recommended, as is public finance specialist Kevin Cunningham, who assists clients to rebuild tax bases and develop new revenue streams.

Reed Smith LLP was commended for its representation of the indenture trustee, Wells Fargo Bank, in the City of Vallejo case, a matter led by Mike Buckley. Buckley has experience in complex restructuring and specialist knowledge in municipal finance and municipal debt issues.

Highly experienced’ bankruptcy lawyer Richard Levin chairs Cravath, Swaine & Moore LLP’s restructuring practice. As one of the principal drafters of the 1978 Bankruptcy Code, he regularly speaks on Chapter 9 issues, and has extensive experience in the area of municipal bankruptcy. The practice has experienced an increase in debtor work from municipal clients. It also acted for the New York City Off-Track Betting Corporation, which was the first Chapter 9 case filed in New York state. Other notable work included pro bono advice to the City of Harrisburg regarding its options to deal with $400m in obligations from defaulted revenue bonds and the advisability of filling a Chapter 9 petition.

McDermott Will & Emery LLP’s Chicago-based restructuring and insolvency practice has an ‘outstanding reputation’. The practice is fully experienced in the area of municipal insolvency and Chapter 9 proceedings, being ‘highly responsive and fully conversant with this somewhat arcane area’. Recent work included acting for Ambac Assurance as the monoline insurer of bonds that were issued to finance the construction and operation of a monorail alongside the Las Vegas strip. The team filed a motion that the monorail company did not qualify for Chapter 11 bankruptcy due to ineligibility and thus was only entitled to Chapter 9 protection. Albeit unsuccessful, the case provided important judicial guidance as to the requirements under section 109(c) of the Bankruptcy Code. In an unusual case, the team acted for US Bank as indenture trustee in relation to $120m of bonds and certificates, which had been sold to finance the operation of a three-hospital system owned by Valley Health District, which ultimately filed for Chapter 9 relief. The debtor agreed to sell the hospitals, which resulted in the debt being repaid in full. Miles Hughes regularly advises on defaulted municipal securities and municipal debt adjustment cases. William Smith heads the practice.


Not-for-profit

Index of tables

  1. Not-for-profit
  2. Leading lawyers

Leading lawyers

    • Victoria Bjorklund - Simpson Thacher & Bartlett LLP
    • Carolyn Duronio - Reed Smith LLP
    • Douglas Mancino - Hunton & Williams LLP
    • Suzanne Ross McDowell - Steptoe & Johnson LLP
    • Celia Roady - Morgan Lewis
    • Michael Sanders - Blank Rome LLP
    • Jeff Tenenbaum - Venable LLP

Held in high esteem for her representation of some of America’s foremost private foundations, humanitarian organizations and educational institutions, is Celia Roady, who oversees Morgan Lewis’ five-attorney exempt organizations team. The practice regularly works alongside colleagues from the firm’s employment, intellectual property and fund groups. Program investments are a core area of activity, but the team is equally well versed in innovative income structuring and the handling of corporate spin-offs. Not-for-profit clients often rely upon the team during IRS audits, when the firm can field a number of tax lawyers with federal experience, albeit the team lost Mark Matthews, a former IRS deputy commissioner, when he joined Caplin & Drysdale in February 2012. Recent years have also seen the group handle mandates concerning access to energy and digital learning. The breadth of its international client base is demonstrated by the numerous economic development organizations it acts for: these include the Polish-American Freedom Foundation and the Southern African Enterprise Development Foundation. Transactional tax specialist Matthew Elkin joined the firm in July 2011 and supplements the team’s ability to handle corporate governance, M&A and fund structuring.

Simpson Thacher & Bartlett LLP represents a variety of international private foundations, charities and “Ivy League” universities. The team adopts ‘a professional approach’, provides ‘a complete package of non-profit services’, and its ‘proactive’ advice allows clients to ‘keep ahead of the curve’. ‘One of the best’, Victoria Bjorklund leads ‘a deep bench of very responsive colleagues’ that impart guidance that is ‘right on the mark’. Bjorklund recently assisted the Roman Catholic Diocese of Brooklyn with an M&A transaction, and has previously advised The Louvre and Doctors Without Borders on international grants and the effects of the USA Patriot Act. The team regularly helps charities to gain tax-exempt status under Article 501 (c) 3 of the Internal Revenue Code (IRC), and is praised for its ability to ‘expedite the filing of paperwork’. The group recently assisted Gavi Alliance with the transfer of business operations to Geneva, Switzerland, and gave lifecycle business guidance to the Global Film Initiative. Senior counsel David Shevlin heads the team’s endowment advisory practice, using his asset management and funds background to help clients including Princeton University, Metropolitan Museum of Art and Carnegie Corporation of New York, to invest prudently. He also gives ‘supportive’ advice on other matters ranging from employment to homeland security, and adopts ‘a measured, problem-solving balance to clientswide-ranging activities’. Counsel Jennifer Franklin is also recommended.

Steptoe & Johnson LLP’s group is ‘highly responsive, highly knowledgeable and has excellent judgment’. It is one of few large law firms to have a specialist not-for-profit focus, providing strong multidisciplinary advice from specialist attorneys in tax, government affairs and corporate governance. Suzanne Ross McDowell, ‘one of the countrys top lawyers on non-profit issues’, was recently instructed on an interesting global project for a major national non-profit organization expanding internationally. R Timothy Columbus advised the National Association of Convenience Stores, for which the firm is general and litigation counsel, on Food and Drug Administration legislation pertaining to cigarette and smokeless tobacco sales. Anne Moran is an expert on employee benefits. Other clients include American Institute for Cancer Research, World Wildlife Fund and INSEAD.

Loeb & Loeb LLP’s trust and estate planning team is ‘superior in all aspects’ and ‘outstanding in every way’. The firm has a large stable of high-net-worth families as clients, which has led to the development of a strong charitable foundations and tax exemption team. Routinely advising private foundations and other tax-exempt entities on regulatory compliance, tax, joint ventures and corporate governance. Department chair Stuart Tobisman is ‘a skilled thinker and the consummate businessman’. Leah Bishop is ‘the most outstanding lawyer we have ever met in the not-for-profit tax area’. Tobisman and Bishop both represented trustees of Margaret Cargill trust, Cargill Inc’s largest shareholder, in an agreement whereby Cargill would distribute a 64% stake in The Mosaic Company to the trust in exchange for its Cargill stock. Sale of the stock made the trust one of the largest charitable foundations in the US. Other clients include The Arthritis Foundation and Children’s Aid Society.

Reed Smith LLP’s team is ‘excellent, accessible, responsive’, and its knowledge of ‘tax-exempt organizations is unsurpassed’. Group head Carolyn Duronio, who is ‘gifted in her knowledge of not-for-profit’ matters, advises public and private foundations of all sizes including certain major private foundations in Pittsburgh: clients include the Howard Heinz Endowments, The Pittsburgh Foundations and Eden Hall Foundation. Notable work in 2011 included representing a national conservation organization before the IRS in order to determine whether proceeds from a carbon offset should be considered business income or the result of unrelated trade.

Ropes & Gray LLP’s ‘renowned team’ has a long history of representing not-for-profit and tax-exempt organizations. The team provides a full service to its clients on matters such as taxation, labor, real estate and government relations. Lorry Spitzer is an expert in advising healthcare organizations on tax and governance issues. Peter Erichsen specializes in the education sector. The highly regarded Carolyn Osteen retired from the partnership in 2008, but continues to work with the team as a consultant.

Covington & Burling LLP provides ‘timely and solid support’ to a variety of philanthropic organizations, environmental groups and industry associations. Clients can rely on the firm’s deep pool of legal talent. The team handles the legal aspects of scientific studies and IP matters for its clients in the museum and historical preservation sector. This ‘responsive’ group is also particularly strong in the sports sector, where it serves as general counsel to major sports bodies including the NBA, NFL and NHL. Robert Gage has ‘strong knowledge of local real estate issues’, and is ‘a good listener and advisor’, who is supported by a ‘great team’. Gage is acting for Union Station Redevelopment Corporation as outside counsel, a role that encompasses elements of real estate, tax and construction advice. Of counsel Kevin Shorthill is primary outside advisor to a large IT association, and fellow of counsel Stuart Irvin has worked with The Nature Conservancy on environmental projects. Other clients of the practice include the American Bankers Association and the Protestant Episcopal Cathedral Foundation.

McDermott Will & Emery LLP is one of the most experienced firms routinely operating in the not-for-profit sector. The Los Angeles office recently acted for Ascension Health, the nation’s largest not-for-profit healthcare system, in its joint venture with Oak Hill Capital Partners. The Boston team represented Atrius Health, an alliance of five non-profit community-based physician groups representing a total of 1,000 physicians, during negotiations that led to Fallon Clinic becoming the sixth member of the alliance. The Chicago office acted for Central DuPage Health in a merger with Delnor Community Hospital to create a health system with revenues of $1bn. Healthcare expert Michael Peregrine is recommended and Robert Loutthian III is ‘very knowledgeable’ regarding tax exemption.

David Wheeler Newman chairs the charitable sector practice group at Mitchell, Silberberg & Knupp in Los Angeles. The group has been developed by Newman over 30 years and has been structured to provide a full and broad service to its clients. Newman spends the majority of his time in the not-for-profit sector and is assisted by attorneys specializing in tax, trusts and litigation. Highlights included assisting the UCLA Foundation in establishing UCLA Investment Company to manage over $2bn of endowment assets and advising Columbus Zoo, a large not-for-profit client seeking alternative revenue streams, which involved advising on a corporate sponsorship program minimizing tax exposures. Other clients include Farhang Foundation and Khaled Hosseini Foundation.

Patterson, Belknap, Webb & Tyler has a ‘real understanding’ of clients’ goals. Its major clients include Goldman Sachs’ foundation and charitable gift fund, which the firm advises on tax matters, grant-making and corporate governance. The four-partner team provides a full range of advisory services for a variety of non-profit entities, including a health insurance organization and a gender advancement association, which it has guided throughout the non-profit lifecycle. The team assists non-profit clients with incorporation, program-related investments and applications for tax-exempt status. On the fund structuring side, the ‘creative’ and ‘smart’ Robin Krause recently advised an arts consortium on multi-funder initiatives and also assisted a human rights organization in connection with a special purpose loan fund for low-income communities. Laura Butzel advises clients on fiduciary duties and the structuring of new subsidiaries, and Tomer Inbar oversees audits and operational issues.

The not-for-profit and exemptions group at Proskauer Rose LLPprovides the highest level of service’. Acting for a wide variety of exempt organizations including foundations and charities across arts, science, education, and especially healthcare. The team ‘provides excellent legal advice whilst bearing in mind that as a non-profit we strive to keep all costs manageable’. Practice head Jacob Friedman represents Americans Elect, for which the firm also acts as legal counsel. Other clients include Greater New York Hospital Association and also the Hospital for Special Surgery. Richard Zall chairs the healthcare group, which represented The Clinton Health Access Initiative, which is a new corporation spun off from the William J Clinton Foundation with the aim of accelerating the availability of affordable pharmaceuticals and medical testing equipment for the treatment of infectious diseases.

A truly professional’ group, Venable LLP’s 12-partner team acts as general counsel for a mix of trade associations and industry standards organizations on matters including compliance audits, tax controversy and employee relations. This ‘very strong’ group has ‘tremendous depth’, and is ‘excellent value for non-profits’; it is praised for doing its utmost to ‘protect associations while pointing out opportunities for improvement in the business model’. George Constantine imparts ‘impressive advice’ on new forms of governance structure while his colleagues expertly handle IRS examinations and litigation. Other areas of expertise include tax advice, gift acceptance, grant approvals plus drafting and revision of fund agreements. A key client recently instructed Brock Landry to devise a non-profit standards-making strategy, and the highly recommended Robert Waldman advised a major corporate fund on its grant-making program. The ‘smart and helpful’ Jeff Tenenbaum is ‘very knowledgeable on board-committee dynamics and legal issues affecting not-for-profits’. Tenenbaum and of counsel Jonathan Pompan are recognized as ‘experts in the field of credit counseling’, and utilize effectively their ‘sound business instincts and contacts’. While its charity practice is not as prominent as some competitors, the firm represents a large number of other non-profit clients including AARP, New York Blood Bank and American Association for the Advancement of Science.


Project finance

Index of tables

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

Leading lawyers

Providing ‘first-class’ levels of service, Chadbourne & Parke LLP is ‘very strong in terms of industry knowledge, technical ability and advocacy skills’. Co-heads Keith Martin and Rohit Chaudhry lead the 25-partner team, which is spread between New York, Washington DC and Los Angeles. It has strength across the board, but is particularly known for its sponsor-side work and key solar and wind energy expertise, with a client base that includes Terra-Gen Power, First Wind, the US Department of Energy (DOE) and GE Energy Financial Sevices. New York-based Chaim Wachsberger led a team that acted for Credit Suisse and Banco Bilbao Vizcaya Argentina on the $935m financing for the 250MW Generis parabolic solar thermal project in California, comprising $561.6m series A senior-guaranteed trust certificates, $140.4m series B senior non-guaranteed trust certificates, $150m of 80% guaranteed bank loans, and an $83m non-guaranteed letter of credit facility. ‘A premier lawyer on DOE loan-guaranteed financings’, Washington DC-based Kenneth Hansen acted for ProLogis on the $1.4bn financing of the Project Amp solar development, which involved the installation of approximately 733MW of photovoltaic solar panels at sites across 28 states. Based in Washington DC, Noam Ayali acted for Ormat Nevada as sponsor to the $350m DOE loan-guaranteed project financing for the construction of the Jersey Valley, McGinness Hills and Tuscarora geothermal power plants. The firm also acted for Siemens Financial Services, as sole lender, on the $120m construction financing of the Finco de Viento Santa Isabel project, the first commercial wind power project in Puerto Rico. Other recommended partners in the New York office include Todd Alexander, who ‘continues to distinguish himself’ in project finance matters; Rob Eberhardt, who has ‘an ability to grasp and work through complex issues’; ‘super prompt’; and ‘up-to-the-minute’ renewable energy expert Eli Katz; and Benjamin Koenigsberg, who was elected to the partnership in 2011. Adam Umanoff went to Akin Gump Strauss Hauer & Feld LLP along with Edward Zaelke, and Adam Wenner left for Orrick, Herrington & Sutcliffe LLP.

Latham & Watkins LLP has a ‘terrific’ lender-side practice that supplements its strong borrower offering. Co-headed by the ‘well-roundedJonathan Rod and Jeffrey Greenberg in Los Angeles, the practice’s deep bench of 150 lawyers globally (the majority of which are based in the US) allows it to maintain a strong presence in international project finance deals, as well as having core strengths in power and gas projects. In 2011 it completed over 37 projects with a cumulative value of $17bn, including acting for CPV Sentinel, Competitive Power Ventures Holdings, General Electric Company and Mitsubishi Corporation as sponsors to the $796m development and operation financing of an 800MW natural gas-fired electricity generation facility in California. Rod and Los Angeles-based David Rogers led on that deal, while Greenberg acted for the sponsors EquiPower Resources Holdings and Energy Capital Partners II-A on the $525m project financing for EquiPower Resources’ portfolio of four gas and oil-fired merchant power plants in the northeastern United States. New York-based partner Warren Lilien advised Terra-Gen Power, Alta Wind VI and Alta Wind VIII as sponsors and borrowers, on the $630m project financing of the development and operation of two 150MW wind power facilities in California. In oil and gas matters, Washington DC-based John Sachs and Houston-based Charles Carpenter represented Highstar Capital on a $250m joint venture with Caiman Energy, a midstream oil and gas company. On the lender side, Washington DC partner Paul Hunt acted for CoBank in a $55m term-loan and $150m revolving credit facility provided to Georgia Transmission Corporation. Sachs is renowned for his expertise in sponsor-side domestic and Latin American power matters, and Dennis Nordstrom, who splits his time between London and Washington DC, is an oil and gas expert. In San Diego, solar and renewables expert Brett Rosenblatt and Kelley Gale are also recommended, as is San Francisco-based power and cleantech partner John Kenney. Washington DC attorney David Penna was made up to partner in 2011 and specialises in cleantech and energy matters.

Although Milbank, Tweed, Hadley & McCloy LLP’s well-regarded project finance practice team is smaller than other competitors, it impresses with its cross-border capability and breadth of expertise, which covers oil and gas, petrochemicals, power, renewables, water, mining and infrastructure matters. New York attorney Jonathan Green led a team that represented the lenders on the financing of the $1.13bn, 40-year project to expand, modernize and run toll roads in Puerto Rico. Los Angeles-based partner Karen Wong acted for the sponsor Abengoa Solar in a $1.2bn Federal Loan Guarantee from the US Department of Energy to project company Mojave Solar for the development of the 250MW Mojave Solar power project. New York’s Peter Nesgos advised O3b Networks on its $137m financing for a series of four additional satellites to support super-fast broadband connections to Africa and other emerging markets. On the lender side, the practice represented an international syndicate of banks including lead arranger Bank of Tokyo-Mitsubishi UFJ, Crédit Agricole, ING Groep, Natixis, Rabobank Nederland and Société Générale, in the $500m financing for the 100MW Gainesville Renewable Energy Center. New York-based Dan Bartfeld led a team that advised the Export-Import Bank of Korea, Sumitomo Mitsui Banking Corporation and Crédit Agricole Corporate & Investment Bank on the financing of the $400m, 433MW Norte II combined-cycle power plant located in Mexico’s northern state of Chihuahua. Also based in New York, Daniel Michalchuk was promoted to the partnership in January 2012; he specializes in representing sponsors, financial institutions and other investors in project financings across various industries, including power and transmission, renewable energy and oil and gas. Other recommended individuals include Eric Silverman in New York for his power, energy and infrastructure projects expertise, and Los Angeles partner Allan Marks, who has expertise in power and oil and gas matters.

A ‘top-drawer’ 17-partner team at White & Case LLP provides ‘very good solutions with a sharp sense of timing’. Spread between New York, Washington DC and Miami, it handles both sponsor and lender representations for clients such as Banco Santander, Bayerische Landesbank, European Investment Bank, Mizuho Corporate Bank and the US Department of Energy. Wendell Maddrey led the team representing Saudi Aramco in its joint venture with The Dow Chemical Company to build and operate a $20bn integrated chemicals complex in Jubail Industrial City, Saudi Arabia; and joint team head Arthur Scavone advised Great Basin Transmission South on its sale of a 25% interest in One Nevada Transmission line to NV Energy, as well as the development and financing of Great Basin’s remaining interest in the project. On the lender side, the team acted for ING Capital, ING Bank, Banco Santander New York Branch, Banco Santander (Brasil) Grand Cayman Branch and Itaú BBA Nassau Branch as lead arrangers in the $850m financing of the FPSO OSX-2 project. Jason Webber and new recruit Elena Maria Millerman, who joined the New York office in 2011 from Debevoise & Plimpton, worked with Washington DC-based Donna Attanasio to represent the book runners Crédit Agricole Corporate and Investment Bank, Mizuho Corporate Bank and RBS Securities, on the $598m project financing of a 550MW natural gas-fired, combined-cycle, fast-start power plant being developed by NRG Energy in El Segundo, California. Other recommended partners include fellow joint team head Victor DeSantis, who has ‘deep knowledge in project finance’; Someera Khokhar, who is ‘very committed, working around the clock to get things ready’; Alexander Kritzalis, for his ‘competence and reliability’; Nandan Nelivigi, who has ‘great knowledge and is very hard working’; and Washington DC-based Earle O’Donnell, who ‘tops the field and is a delight to work with’. All attorneys are based in New York unless otherwise indicated.

Headed by ‘stand-out’ figure Robert Kartheiser in New York, Allen & Overy LLP’s five-partner team may be smaller than many in the sector, but it ‘punches above its weight’ and is able to leverage off the wider firm’s outstanding international strength and coverage to provide market-leading expertise in large-scale, first-of-a-kind renewable energy and PPP projects. It has a close relationship with the US Department of Energy: in 2011, the firm advised it on the financing of the 290MW Agua Caliente solar project in Arizona; the 110MW Crescent Dunes Solar project in Nevada; the 230MW Antelope Valley Solar Ranch 1 project in California; and the 150MW Mesquite solar project in Arizona. The combined value of these projects was in excess of $4.5bn. ‘Hugely impressive’ Washington DC office head David Slade, who recently moved from New York, advised the Puerto Rico Highway Transportation Authority on the $1.4bn monetization of the PR-22 and PR-5 highways. New York-based Andrew Fraiser led a team that acted for the Virginia Department of Transportation on its procurement of a long-term concession to design, build, finance and operate the $2bn US Route 460 Corridor, a 55-mile toll road in Virginia. On the energy front, it advised the lenders, including International Finance Corporation, the Inter-American Development Bank, and Export-Import Bank of the United States, on the $4bn Etileno XXI petrochemical project in Mexico. In New York, Mitchell Silk, Charles Williams, senior counsels David Horner, ‘up-and-coming talent’ Gary Lazarus, Margarita Oliva and ‘supreme advocate’ Dorina Yessios are all recommended.

Shearman & Sterling LLP’s seven-partner, New York-based group acts on a mix of borrower and lender work, with a slight emphasis towards the latter, and has strong Latin American credentials and key strengths in oil and petroleum, energy, mining and transport infrastructure. Key clients include Abengoa, Banco Bilbao Vizcaya Argentaria, Barclays, Central American Bank for Economic Integration, Dow, GDF Suez, EQT Infrastructure, and Japan Bank for International Cooperation. ‘Smart and responsive, with great sector knowledge’, Cynthia Urda Kassis led a team that acted for Banco Nacional de Desenvolvimento Econômico e Social on the financing of the $1.2bn Chaglla hydropower project in Peru. Kassis also acted alongside Gregory Tan for the lenders, including Goldman Sachs, in the $3.7bn financing for VML US Finance to develop an integrated casino resort on the Cotai Strip in Macau. On the borrower side, the group advised Barrick Gold on the potential financing of its $4.7bn Pascua-Lama gold and silver project on the border of Chile and Argentina; and represented Essar Global and its subsidiary Essar Steel Minnesota on the financing of a $1.09bn integrated iron ore pellet plant project in Northern Minnesota. The team also acted for EQT Infrastructure Fund and Fortistar on the bank and bond refinancing of Midland Cogeneration Venture Limited Partnership, which consisted of the issuance of $560m in senior secured notes due 2025, $100m in senior secured working capital and letter-of-credit facilities and a $65m senior secured holding company facility. Robert Freedman is commended for his ‘strong project finance and interpersonal skills’ and the way he ‘gets down to the point so the transaction can move forward’. The ‘very experienced’ Patricia Hammes is also recommended.

Skadden, Arps, Slate, Meagher & Flom LLP’s ‘very good’ project finance group is spread across its New York, Washington DC and Houston offices. It represents project sponsors in power projects, transmission lines, gas pipelines, negotiating power purchase agreements, construction contracts, fuel agreements, joint venture agreements and operating and maintenance agreements. Energy projects are a key area of strength, particularly solar; in 2011 New York-based Martin Klepper and Washington DC partners Julia Czarniak and Sean Shimamoto acted for Bank of America Merrill Lynch in a $1.4bn loan partially guaranteed by the US Department of Energy for Project Amp, the world’s largest distributed rooftop solar generation project. The team also advised the same client on the financing of SolarCity’s SolarStrong project, which will build more than $1bn in solar power installations for privatized US military housing communities across the country. In the gas sector, the team acted for Royal Bank of Scotland and other senior lenders on the $6.4bn Barzan Gasfield development project, a joint venture between Qatar Petroleum and ExxonMobil, which involved a $3.3bn commercial bank facility, an $850m Islamic facility and $2.5bn of export credit agency financing. On the sponsor side, the team acted for SolarReserve on the financing, development and equity arrangements for the 110MW Crescent Dunes solar project, which will be funded in part with $737m in construction financing under a loan guarantee from the Federal Financing Bank. New York-based co-heads Klepper and ‘industry legend’ Harold Moore are recommended, as are Washington DC-based solar expert Lance Brasher and Houston-based partner Ann Hawkins.

Sullivan & Cromwell LLP is ‘very responsive, has extensive knowledge of the project finance arena and very good strength in depth’. The firm, which has offices in New York, Los Angeles, Palo Alto and Washington DC, has an industry-wide name for representing sponsors in mining and energy deals, and has also benefited from strong links with Australia, which has been relatively unaffected by the economic downturn. A team, led by department head and ‘superstar’ Frederic Rich and Inosi Nyatta (a ‘young partner who is developing her own niche’), acted as international counsel to the Australia Pacific Liquefied Natural Gas Project on the financing for the client’s LNG facilities in Gladstone, Australia. Rich also acted as counsel to Tengizchevroil, a limited liability partnership combining affiliates of ChevronTexaco, ExxonMobil, the Government of Kazakhstan and others, on the $4.5bn expansion of upstream operations at the Tengiz supergiant oil field. On the mining front, partners Sergio Galvis and Christine Spillane advised the Chilean Sierra Gorda Project in a $2.9bn joint venture between firms producing copper-molybdenum. Christopher Mann acted for Goldman Sachs Infrastructure Partners II in its $247.5m consortium agreements with Abertis Infraestructuras for the toll road concessions for the PR-22 and PR-5 highways in Puerto Rico. John Estes is also recommended. All individuals are based in New York.

Vinson & Elkins L.L.P. is ‘excellent value, extremely responsive, and spot on with regard to advice provided’. It has an extremely strong profile in the energy and oil and gas sectors, stemming from its key Houston base, which is complemented by offices in New York, Washington DC and Palo Alto. The firm has a strong sponsor-side client base that includes Allegheny Energy, Boston Power, Emirates Aluminum Company, GE Capital, Reliance Industries and SunCoke Energy. In Houston, newly promoted partner Kaam Sahely acted for Mubadala Development Corporation in its ongoing development investment in a $3.5bn bauxite and alumina refining project in Guinea. Transmission projects have been a key area of activity, with the team advising the sponsors Clean Line Energy Partners on the development of the $1.7bn Rock Island transmission project, a direct-current transmission line which will run from north-west Iowa to Illinois. On the renewables side, Trina Chandler and Mark Spradling acted for an affiliate of Tyr Energy and Itochu Corporation Investment in its equity investment in the $2bn, 845MW Caithness Shepherds Flat wind power project in eastern Oregon. The partners are ‘all extremely knowledgeable and efficient attorneys who can be relied on when in a bind’, with particular praise reserved for Houston-based practice head Marcia Backus, fellow Houston partner Glenn Pinkerton, Washington DC partners Mark Spivak and Mark Laufman, and New York partner Karen Smith.

Cleary Gottlieb Steen & Hamilton LLP’s well-balanced practice is ‘a real force in the project finance market’ and acts for a range of financial institutions, leading developers, public sector entities, equipment suppliers and infrastructure funds. From its New York and Washington DC offices, the group covers a range of domestic and international projects in areas such as energy and natural resources, transportation and telecommunications, and has particular strengths in Latin American mining projects and sponsor-side deals for private equity clients in the domestic US market. It acts for key client Google in its investments, which included a portfolio of three solar thermal energy tower projects developed by BrightSource Energy; a portfolio of three wind energy projects totalling 854MW developed by Caithness Energy; and a portfolio of two wind farms in North Dakota developed by NextEra Energy Resources. New York-based Robert Davis and Washington DC-based Richard Bidstrup represented Cascade Investment in its investment in Terra-Gen Power, while on the lender side, Andrés de la Cruz, who splits his time between New York and Buenos Aires, represented Deutsche Bank in an equipment financing for Hychico, a subsidiary of Capex. The ‘hugely talented’ Richard Lincer and Chantal Kordula in New York are also recommended.

Clifford Chance’s ‘highly respected and popular’ Washington DC-based team has energy, coal, gas, renewables and transport infrastructure sector expertise. Seven partners maintain a good balance between lender and sponsor work for clients such as the US Department of Energy, Siemens Financial Services, Export-Import Bank of America, Inter-American Development Bank and Goldman Sachs. The team benefits from the wider firm’s international strength, but this is not to downplay the growing strength of its domestic US capibility, which has grown in visibility along with its Latin American expertise. The team acted for the US Department of Energy on the 550MW Desert Sunlight solar farm development in Riverside County, California, which involved a partial guarantee of the $1.4bn in loans provided by a syndicate of private institutional investors and commercial banks. The team also acted for the same client as 80% guarantor of $1.4bn in financing for a 750MW distributed solar photovoltaic generation project. Practice co-head Chris McIsaac and Martin Hupka advised Export-Import Bank of America on the financing of the $2.2bn combined-cycle gas turbine Samalkot power project in India. On the sponsor side, Fabricio Longhin and Isabel Carvalho advised Centrales Hidrolectricas de Nicaragua on the development and financing of the 220MW Tumarin hydroelectric project in Nicaragua. Other recommended partners include fellow co-head David Evans, Lori Bean and Catherine McCarthy.

Debevoise & Plimpton handles a mix of sponsor and lender matters in the electrical power, oil and gas exploration, petrochemicals and mining sectors, with a notable niche in the area of PPP financings and asset dispositions for both distressed and sound project finance transactions. The team acted for the US Department of Energy on a $1.45bn loan guarantee to the 250MW Solana solar power project, and on the $1.2bn senior-secured financing for the Mojave solar power project. It also acted for the developer on the establishment, construction and operation of Chicago’s proposed new Abraham Lincoln International Airport, on a PPP basis; and for ExxonMobil, in structuring the inter-sponsor arrangements in connection with the development of a proposed floating LNG terminal in New Jersey. In the mining arena, the team acted for the sponsors on joint exploration arrangements for the development of copper deposits in Colombia and on the development of a gold mine to exploit the Natalka deposit in northeastern Russia. New York-based partners Ivan Mattei, Craig Bowman and Darius Tencza are recommended.

Freshfields Bruckhaus Deringer LLP’s New York-based five-partner team has an excellent name in infrastructure, transport and public authority matters for a mix of both sponsors and lenders, and is considered ‘best in the US for PPP matters’. It acted for Goldman Sachs Infrastructure Partners II and Abertis Infraestructuras on the successful bid for, and financial closing of, the long-term concession of the PR-22 and PR-5 toll roads in Puerto Rico, which was the first toll road concession procured through a PPP as part of the current Puerto Rican government’s PPP initiative. It also advised Alinda Capital Partners in its €500m acquisition of agri.capital Group, which owns bio-energy projects throughout Germany and Italy. A team led by Lisa O’Brien and Kyle Lakin acted for ArcLight Capital Partners on the approximately $270m recapitalization of power generation facilities in the US and power generation and carbon dioxide recovery facilities in Spain, which included a complex collateral structure loan with multiple borrowers. Other recommended partners include group head Kent Rowey and Dolly Mirchandani, who are ‘probably the best lawyers anyone can have for PPP projects in the US in the toll-roads sector’; they ‘have an in-depth knowledge of the industry and of all the previous relevant precedents’ and are ‘extremely versatile and can give very sound advice on all the aspects of a transaction’. Melissa Raciti-Knapp is an ‘expert lawyer and delivers fast results’.

Hogan Lovells US LLP’s 14-partner group is spread across its Miami, New York, Washington DC, Baltimore, Denver and Houston offices. New York and Miami have a pronounced international flavour to their work, with Miami especially handling Latin American mandates, while the others predominantly deal with US-based matters. In the international arena, the team acted for Corporación Eléctrica del Ecuador and the Ministry of Finance of Ecuador on the closing of a $571m credit loan agreement with the Export-Import Bank of China, which will be used by China Gezhouba Group Corporation to build the 487MW Paute-Sopladora hydroelectric project in Ecuador. The team also assisted NextEra Energy Resources in a $2bn project financing for a 550MW thin-film photovoltaic facility located in California. The matter included a private placement of pass-through trust certificates, a bank loan facility, and a short-term Section 1603 cash grant bridge loan facility, guaranteed by the US Department of Energy under its Financial Institutions Partnership Program. A team led by Baltimore’s Brian Chappell acted for Edison Mission Energy on the engineering, procurement and construction contract, equipment supply contracts and operation and maintenance contract for its 500MW gas-fired, simple-cycle generation facility located in Industry, California. The well-regarded team includes Miami-based group co-head Miguel Zaldivar and Washington DC’s Keith Larson and Claudette Christian. David Locascio and Jose Luis Vittor joined the Houston office in February 2011 from McDermott Will & Emery LLP.

Mayer Brown’s practice is spreads across its Chicago, New York, Houston and Washington DC offices and ‘goes above and beyond’ for its clients in key areas including privatizations and PPP projects. Its predominantly lender-side client base includes Acciona Wind Energy USA, Bank of America, Morgan Stanley, Ohio Department of Transportation, Samsung and Siemens Financial. Chicago-based partners John Schmidt, David Narefsky and Joseph Seliga acted for the Puerto Rico Public-Private Partnerships Authority on a proposed PPP transaction involving the Luis Muñoz Marín International Airport in San Juan. The team is continuing to develop its profile in the renewable energy sector, with the team acting on five solar projects in Canada, Peru and New York. Other highlights included a hydropower financing project in Guatemala, a biomass project in New Jersey, a geothermal development in Nevada and several biogas power plant projects. ‘Highly respected’ Chicago-based partner Barry Machlin is an ‘asset on any deal’ and Paul Astolfi, also in Chicago, is ‘succinct and persuasive’. George Miller in New York, Robert Goldberg in Houston and Christopher Erckert in Washington DC are also recommended.

The 16-partner team at Orrick, Herrington & Sutcliffe LLP is noted for its ‘responsiveness, effectiveness and commercial acumen’ and is renowned for its expertise in infrastructure, renewables and energy-related matters for a mixed sponsor and lender client base including AES Solar Power, California Bioenergy and the Municipal Electric Authority of Georgia. It acted for Skanska USA and Macquarie Capital, as sponsors, on the PPP concession for the design, development, construction and operation of the Midtown Tunnel underneath the Elizabeth River between Plymouth and Norfolk, Virginia. It also advised Transurban Limited and Fluor Corp on the proposed concession for the design, development, construction and operation of three high-occupancy toll lanes for the 14th Street Bridge entering Washington DC. A team led by New York-based Sean Maloney advised the County of Nassau, New York on the $1bn major sewer system monetization. Also in New York, joint team head Dan Mathews is recommended for his ‘overall control of the documentation and negotiation process’, as is fellow joint team leader Michael Meyers. Washington DC-based Keith Kriebel is admired for his ‘excellence in construction contracts’, and in San Francisco ‘brilliant intellect’ David Spielberg is also recommended.

Sidley Austin LLP’s team is led out of New York by Irving Rotter and also has Washington DC-based expertise. It has an excellent name in energy matters, particularly solar and wind projects for sponsors, and also handles transport and infrastructure deals for prominent clients such as Anchorage Capital, Barclays Capital, Highstar Capital, Towpath Partners, KDC Solar and WestLB. It acted for HSH Nordbank on the $535m project financing of a 202MW wind energy generating facility in Washington State; and on the construction financing of a 262MW wind power facility in Washington State and its permanent financing through a prepay arrangement. A team including Rotter, Gregory McMahon and Neil Horner acted for WestLB on the sale, under section 363 of the US Bankruptcy Code, of its collateral, a biodiesel refinery and associated intellectual property, in exchange for the assumption of $36m of the indebtedness owed to WestLB. The firm opened a new office in Houston, recruiting seven partners including Glenn Pinkerton and Sergio Pozzerle, who bring expertise in energy-related projects from Vinson & Elkins L.L.P. and McDermott Will & Emery LLP, respectively. Also recommended are New York-based Anne Falvey and Washington DC’s David Hill. Ayaz Shaikh added further oil and gas expertise to the Washington DC team when he arrived from Pillsbury Winthrop Shaw Pittman LLP in 2011; and Timothy Moran also joined from Dewey & LeBoeuf LLP, and represents lenders, project sponsors and developers. Los Angeles partners Sean Moran and Michael Joyce, who focus their practices on the use of complex and innovative structures to finance projects in the renewable energy field, as well as in fossil fuel and other infrastructure assets, also arrived from Dewey & LeBoeuf LLP.

Simpson Thacher & Bartlett LLP’s ‘smart, calm, thoughtful’ New York team has ‘strong business acumen and industry knowledge’ and a ‘good bench of partners who are always available to bounce ideas off’’. The team is considered ‘the gold standard’ for private equity-related project finance matters, with a client base that includes The Blackstone Group, Barclays Capital, Lloyds TSB Bank, Energy Capital Partners and Unicredit Bank New York Branch. Alan Brenner advised the lead arrangers, led by Royal Bank of Canada, The Royal Bank of Scotland and Société Générale, on a $667m secured construction facility to Sharyland Projects. It also represented affiliates of Prudential Insurance Company of America on the purchase of $60m of secured fixed-rate notes from Sharyland Projects to finance the construction of 300 miles of high-voltage transmission lines and four substations in Texas. In a reflection of its renewable energy expertise, Kenneth Wyman acted for Kohlberg Kravis Roberts & Co on the acquisition of four solar photovoltaic facilities from Recurrent Energy; and practice head David Lieberman advised Unicredit Bank New York Branch as administrative and collateral agent, and Unicredit Bank New York Branch and Lloyds TSB as mandated lead arrangers and joint-bookrunners, on a $70m senior secured-term loan to White Oak Energy Funding Holding to finance a 100-turbine wind farm in Illinois. Brenner ‘is very smart and experienced in project finance deals and works very hard to meet the deadlines imposed’; Wyman is ‘knowledgeable, experienced and creative in finding legal solutions that are acceptable to both sides’; and Lieberman is ‘particularly skilled at developing a consensus around specific business and legal issues’. The firm opened a new Houston office in 2011.

Andrews Kurth LLP’s ‘level of service is of the highest quality’. It has a strong presence in Houston with a correspondingly prominent profile in oil and gas matters, where the team acts principally for the sponsors. It advised a subsidiary of JPMorgan Chase on the acquisition of a 550MW gas-fired power plant in Jackson, Michigan and advised Hilcorp Resources Holdings on its $3.5bn sale of oil and gas properties in Texas’ Eagle Ford shale field to Marathon Oil Corp. In renewables, the team advised CimTexCo Wind Energy on the development of a wind power project in Oklahoma. A team led by Tom Bateman and Shahid Ghauri acted for Blackstone on the $1bn formation of a joint venture to acquire mineral and royalty interests in the Eagleford and Marcellus Shale formations. In the hospitality arena, the team represented Landry’s and its subsidiary, Golden Nugget, on a $65m financing for the purchase and renovation of the former Trump Marina Hotel and Casino in Atlantic City, New Jersey, with a portion of the proceeds of the financing to be used to renovate the hotel and casino. Team head Tim Unger is ‘one of the most experienced project finance and energy lawyers in the country’ and is ‘what a great lawyer should be: smart, hard working, knowledgeable, ethical, candid, thoughtful and he puts clients first’. Hal Haltom ‘performs at the highest level in all areas of his practice’ and Doris Rodriguez is recommended for Latin American matters.

Baker Botts L.L.P.’s ‘consistent and timely’ five-partner team is a ‘cut above’ similarly sized firms and ‘repeatedly demonstrates an ability to balance commercial and legal interests’. Although the firm has grown on the lender side, it acts predominantly for the sponsors such as NRG SunCap, Natixis, The Power Generation Co. of Trinidad and Tobago and Shell Energy North America. On the lender side, the firm advised The Bank of Nova Scotia as administrative agent and lender on a $270m term loan to Atlantic LNG Company of Trinidad and Tobago. Borrower highlights included advising Buchanan Renewables on the development and financing of a Liberia-based $290m, 35MW biomass-fired power generation project. It also acted for AES Energy Storage on the developing and financing of $50m utility-scale, advanced lithium-ion battery storage projects. The team is also continuing to advise Reliance Holding USA on its ongoing activities in the Eagle Ford Shale region in the US as part of its joint venture with Pioneer Natural Resources. Maura Goldstein in Washington DC, New York’s William Giusti, and Martin Toulouse, who is ‘very thorough, thoughtful, an impeccable drafter, and extremely even-keeled, even in tense negotiations’, are recommended. David Powers in Houston is ‘highly informed on alternative energy and renewables, with great knowledge of deal mechanics’ and has ‘excellent experience in non-recourse IPP electric power’. In May 2012, Thomas Moore joined from Dewey & LeBoeuf LLP.

Baker & McKenzie’s ‘really strong’ eight-partner team, based in New York, Chicago and Washington DC, acts for a range of sponsor clients including A-Power Energy Generation Systems, Miracol Energy, OCI Chemicals, as well as lenders such as the Ontario Teachers Pension Plan. It has a good name in the renewables sector, and acted for Ethanol Europe Renewables, as borrower, in a project finance-related $128m senior-secured credit facility in Hungary. Ata Dinlenc represented A-Power Energy Generation Systems and its affiliates in its acquisition of a wind energy project site in Texas, which was notable for being a rare acquisition of a US wind farm site by a Chinese wind energy turbine manufacturer. Chicago-based Jose Moran led a team that represented a consortium of lenders including Banco de Sabadell Miami Branch on the financing of a wind-powered electrical energy-generating facility in Minnesota, which involved a non-recourse loan, an ITC bridge loan and a letter of credit facility. Chicago-based department head James O’Brien, and in New York ‘great all-rounder’ Janna Bellwin and Barry Metzger are also recommended.

Bingham McCutchen LLP’s 11-partner team is jointly led by Tara Higgins in New York and Marc Reardon in Boston, who is ‘one of the best in the business’ when it comes to project finance. The team has a wide range of expertise, with key strengths in energy and renewables matters, and a client base of sponsors and lenders including Kleen Energy Systems, Advanced Power, Delphi Midstream Partners, Energy Investors Funds, OPIC and SCS Energy. It represented General Electric Energy Financial services as lead equity investor in the $1.8bn equity and debt financings of the Shepherds Flat wind power portfolio and 20-year power purchase agreements with Southern California Edison. It also advised Astoria Energy II and Astoria Project Partners II on the development and financing of a new $1bn, 550MW combined-cycle natural gas-fired facility in New York City; and SCS Energy on its completed acquisition and subsequent development and financing of Hydrogen Energy California. Torsten Marshall and Mark Williams are also recommended.

Bracewell & Giuliani LLP provides ’excellent service with valuable advice and good response times’, and is ‘equal in talent and capabilities to other major law firms, but is more efficient and as a result tends to be more cost effective’. Led by Houston-based Alan Rafte, who is ‘excellent on complex financial instruments and complex transactions’, the team has a very good record in oil and gas matters, as well as more general energy deals, principally on the sponsor side. Hugely respected attorney Robin Miles acted for La Paloma Generating Company on the refinancing of its existing credit facilities, in the form of a $302m first-lien term-loan credit facility, $65m first-lien working capital facility, $130m second-lien term-loan credit facility and $30m cash-collateralized letter of credit facility. Miles also assisted El Paso Corporation as sponsor on a $1bn investment-grade notes offering, $350m term-loan, $1.4bn construction/term facility and a $25m revolving working capital facility for the Ruby pipeline natural gas project. The team also advised Société Générale as joint lead arranger and administrative and collateral agent on a $2.5m revolving credit facility, $25m initial advance term-loan facility and $50m delayed-draw term-loan facility provided to Cinedigm Digital Funding 2. Jonathan Wry, Heather Brown, Thomas Tomlinson and Ryan Holcomb are all ‘excellent, knowledgeable, and creative lawyers and talented negotiators’.

Davis Polk & Wardwell LLP’s team is ‘renowned for the expertise’ of group head Waide Warner in New York, and works closely with the firm’s wider corporate department. It has strong credentials in Central and South America and Africa, and in areas such as oil and gas and petrochemicals. The firm has been advising FertiNitro, a Venezuelan petrochemical joint venture including state-owned Petroquímica de Venezuela, Koch Oil, Polar and Snamprogetti, on various expropriatory actions by the Venezuelan government. It also advised Polietilenos de America, a joint venture between Petroquímica de Venezuela and Braskem, on the development, construction and non-recourse financing of a $5bn polyethylene project in Venezuela; and Polipropileno del Sur, a joint venture between Petroquímica de Venezuela and Braskem, on a $1.1bn polypropylene project in Venezuela. The team also advised Digicel, a leading provider of wireless telecommunications services in the Caribbean region, on a $523m refinancing of existing loans through a combination of forward-start commitments and new facilities. Warner has strong expertise in power projects, upstream and downstream gas financings and transport projects, and Joseph Hadley has expertise in the petrochemical, electricity and telecommunications sectors.

Foley & Lardner LLP has ‘one of the strongest renewable energy practices in the market’, acting principally for the sponsor in project finance matters. Charles Hedrick heads the department in Jacksonville, but the majority of the team is based in Milwaukee, and represents a diverse client base that includes Acciona Energía, Conergy, Denham Capital Management, Indiana Finance Authority and Sunoco. In 2011, it acted for Citicorp Capital Markets as construction lender, tax equity investor and bond underwriter on the development, construction financing and tax investment and bond financing for a 99MW wind farm in Idaho being developed by Utah Municipal Public Service. It also represented the same client in its role as construction lender and tax equity investor on the development of more than 30 solar photovoltaic installations in New Jersey, and as tax equity investor in Sacramento Municipal Utility District’s Solano 3 wind farm in California. New York’s Jim Tynion and Milwaukee-based Tom Mullooly acted for tax equity investor U.S. Bancor in the project financing of Invenergy Wind’s Bishop Hill wind project in Illinois. A team also acted for Exelon Corporation on its agreement to acquire John Deere Renewables’ portfolio of 36 wind projects for $900m, with a further $40m to be provided upon commencement of several developing projects. Tynion and Milwaukee-based Elizabeth Hanigan are ‘very knowledgeable, proactive and business-oriented’ attorneys. Jason Allen in Milwaukee is known for renewable energy matters, and Jeffery Atkin in Los Angeles is recommended for his renewable energy and project finance expertise.

Fulbright & Jaworski LLP’s ten-partner group is divided between offices in Houston, New York and Washington DC. Mining, renewables and infrastructure expert Gregg Harris heads the team from Washington DC, which has a strong oil and gas focus where it acts in multi-jurisdictional mandates for a largely sponsor-oriented client base that includes Noble Energy, International Power America and Anadarko Petroleum Corporation. Latin American and African markets are a key strength. Its expertise runs the gamut of the negotiation and documentation of exploration, operation and development of oil and gas properties, including advising on concessions, drilling, development, joint ventures and operating agreements, as well as agreements for the purchase, sale or exchange of crude oil, natural gas and petroleum products. The firm also has strength in renewables, particularly in solar, wind and biodiesel matters, and is seeing an increase in the number of offshore wind and smart grid-related mandates. Houston-based Michael Irvin is recommended for his oil and gas expertise, and fellow Houston partner Gail Watkins is recommended for her focus on natural resources, energy and infrastructure.

Morrison & Foerster LLP’s ‘robust’ six-partner team has ‘very strong industry knowledge’ and ‘integrates well’ with clients. New York-based Frederick Jenney heads the team, which has excellent cleantech capabilities and a strong New York-based Japanese practice, which has enabled it to gain a foothold in deals with an Asian element. While the firm acts for a mix of lenders and sponsors, the client base is weighted towards the former, and includes Acciona Energía, CleanPath Ventures, Mitsubishi Heavy Industries, NextEra Energy Resources, Tokyo Gas Co and Zurich North America. Jenney and his team acted for the US Department of Energy in providing more than $1.4bn in loan guarantees to the subsidiaries of Bright Source Energy for three projects in the 400MW Ivanpah concentrated solar thermal power complex in the Mojave Desert, California. New York-based Peter Dopsch acted for Inkia Energy in a proposed $668m financing for the construction of a hydroelectric power plant in Peru. In an illustration of its nuclear credentials, New York partner Jana Mansour acted for Toshiba America Nuclear Energy Corporation on the development of two advanced boiling-water reactor units in Texas. This involved negotiating construction and consortium contracts, a $300m investment in Nuclear Innovation North America, and a $500m vendor-financing facility. The firm’s Washington DC, Northern Virginia and Tokyo offices acted for the same client and Toshiba Corporation in their proposed $200m investment in United States Enrichment Corporation, America’s sole producer of enriched uranium for nuclear power plants. Dian Grueneich joined the San Francisco office from the California Public Utilities Commission, and energy and infrastructure expert Joel Friley rejoined the firm in San Francisco from Macleod Dixon LLP. Washington DC-based practice head Nicholas Spiliotes is also recommended.


Structured finance

Index of tables

  1. Structured finance
  2. Leading lawyers

Leading lawyers

A ‘top choice for structured finance‘, Cadwalader, Wickersham & Taft LLP is ‘by far one of the best firms in the country’, delivering ‘outstanding responsiveness’ and ‘the widest breadth of experts’. With proficiency across the board in securitization, structured products and derivatives, the New York-centered practice is led by Steven Lofchie and Richard Schetman. Lofchie concentrates on advising financial institutions on regulatory issues and derivatives, and Schetman’s practice also encompasses securitization structures. In the derivatives sphere, the firm is unique in that it acts for both the “sell” and the “buy” side and also offers niche expertise in energy derivatives. Recent work highlights include advising Morgan Stanley on the termination of its trading relationship with Lehman Brothers and its $1.3bn claim against the Lehman bankruptcy estate. The firm also acted for Goldman Sachs on the structuring, negotiation and documentation of a series of complex derivative transactions aggregating over $107bn in notional amount. Recommended individuals include Lary Stromfeld, Ivan Loncar and Mark Ellenberg, all of whom are ‘incredibly thoughtful and knowledgeable; if there is a solution, they will find it’. Ray Shirazi is ‘hands down the best in the business when it comes to being commercial and adding value to transactions; he is responsive, creative and extraordinarily well versed in a multitude of derivative, structured finance and distributive products’. Clients recognize senior associate Brian Foster as a ‘rising star’. Michael Gambro is 'the dean of structured finance lawyers'; Gambro, along with Patrick Quinn and Anna Glick, is recommended for securitization work.

Cleary Gottlieb Steen & Hamilton LLP is ‘probably the best expert out there when it comes to structured finance’. In 2011, a strong source of activity surrounded aspects of restructurings, mergers, acquisitions and investments, but the firm was also kept busy representing financial institutions on repurchase agreements, forward contracts, securities contracts and structured products, including in connection with bankruptcy proceedings. In New York, Raymond Check is an extremely well respected figure in the field, with particular expertise in ABS transactions, and related regulations. Check’s recent work includes advising Fitch Ratings and a group of major international financial institutions on securitization aspects of financial regulatory reform initiatives, including the Dodd-Frank Wall Street Reform and Consumer Protection Act. In Washington DC, Robin Bergen is recommended for structured products and matters pertaining to the regulation of investment companies, and Mitchell Dupler, Karen Kerr and Scott Goodwin are also names to note, especially for their recent efforts in the mortgage market. During the first three quarters of 2011, Dupler, Kerr and Goodwin represented underwriters Barclays, Citigroup and Morgan Stanley, in Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed transactions amounting to more than $148bn. In the structured products arena, the firm is well regarded for CLO transactions, where it recently acted for Goldman Sachs and Credit Suisse Securities on such arrangements.

Mayer Brown is ‘one of the top firms nationally for structured products and truly unmatched in the non-mortgage ABS space’. The well-rounded practice is considered a ‘very strong player’ and has seen a resurgence of securitization in the M&A market, as well as an increase in auto loans, where it represented Santander in the first-ever securitization of Norwegian auto loans. The team is also well versed in the new issues hitting the industry such as regulatory changes and RMBS reform and restructuring. In 2011, the firm handled the largest-ever restructuring of mortgage-backed securities obligations for Bank of America and new client Bank of New York Mellon, as the trustee, following investor claims surrounding Bank of America’s acquisition of Countrywide. Spilt between offices in New York, Chicago and Charlotte, noteworthy figures include founder and co-head of the securitization practice, Jason Kravitt, who ‘should have his own statue’, and Paul Forrester, who is respected for his work in the structured products space. In addition, Stuart Litwin, co-chair of the global finance practice, has ‘an encyclopedic knowledge of the law, coupled with a strong business and accounting background’. Joshua Cohn, co-leader of the firm-wide derivatives and structured products group, is ‘very experienced and an extremely bright guy’. In May 2012, Barbara Goodstein joined from Dewey & LeBoeuf LLP.

Clifford Chance houses a ‘deep team of excellent advocates and advisers, who have expertise in many different areas of structured finance’. The New York-based group is led by the ‘very personable and creative’ Steven Kolyer, whose department has handled a healthy diet of CMBS securitizations as well as CLO and CDO transactions of late. Notably, the firm acted for Credit Suisse Asset Management as manager in a CLO structured offering, and represented Apollo Global Real Estate, as investment manager, in the formation of two funds to invest in CMBS using leverage from term repurchase agreement facilities. The ‘terrific’ Frederick Utley is well versed in securitization and structured products where he has a ‘strong business sense and pragmatic approach’. Lewis Cohen is noted for his ‘experience in a plethora of financial products and strong grasp in domestic and international securities laws’. In the derivatives sphere, David Felsenthal is the key contact, dealing with both transactional and regulatory issues. In 2011, Felsenthal assisted the International Swaps and Derivatives Association and its members in responding to regulatory proposals encouraging margin for uncleared swaps. Other derivatives experts include David Yeres, ‘a very smart lawyer who is willing to take on tough product structure challenges’, and the ‘very responsive’ Gareth Old, who has ‘great, substantive knowledge’.

Very strong in structured finance’, Davis Polk & Wardwell LLP’s New York-centered practice is well regarded by peers and clients alike. Although it is often better known for its preeminence in the equity derivatives sphere, the firm’s structured products offering should not be overlooked. In 2011, it assisted a number of financial institutions on structured products issuance programs, which saw Sarah Beshar advising JPMorgan on over 400 offerings valued at $6.1bn, and Warren Motley and Christopher Schell representing Morgan Stanley on approximately 399 offerings valued at $5.3bn. In the derivatives arena, the firm had a strong 2011 advising clients on Dodd-Frank Act analysis and regulatory reform work, but also included a number of convertible derivatives transactions among its work highlights. One landmark instruction involved representing Bank of America and Goldman Sachs (as couterparties) on call spread transactions relating to a $403m offering of convertible senior notes, which was the first-ever call spread on common stock equivalent securities. The firm’s derivatives and structured products practice, which includes over 35 securities and tax lawyers, is led by John Brandow, with James Rothwell and Mark Mendez also names to note.

Dechert LLP delivers ‘knowledge of various legal structures, ability to think outside the box and a good understanding of regulatory requirements’. The structured finance team, which ‘dedicates the necessary time, effort and resources to meet deadlines’, recently expanded through four lateral hires. Notably, in New York, Laura Swihart (ex-Winston & Strawn LLP) and counsel Jodi Schwimmer (ex-Cadwalader, Wickersham & Taft LLP) brought significant expertise in CMBS, an area where the firm is making a ‘strong push in the market’. Elsewhere, in Charlotte, counsel Lawrence Berkovich (ex-Cadwalader) bolstered the firm’s expertise in CLOs and CDOs. In 2011, work highlights included representing the underwriters in connection with the LSTAR Commercial Mortgage Trust 2011-1 offering of a $360m commercial mortgage backed securitization, which was the issuer’s first-ever CMBS offering. The firm is also strong in the ABS space, where Malcolm Dorris advised Barclays, Bank of America and RBC on a $1.5bn securitization of private label credit card receivables. John Timperio has ‘many years of relevant experience and provides customized solutions’, and Richard Jones, co-chair of the firm’s finance and real estate group, also comes recommended. For derivatives expertise, Matthew Kerfoot and Holland West are the key contacts.

The ‘fantastic’ team at Sidley Austin LLP has ‘very good expertise in structured finance’ and a ‘service-oriented approach’. With on-the-ground presence in the New York, Chicago and San Francisco, the US practice is led by Renwick Martin and George Petrow. Hailed as ‘the “go-to” group for ABS or CMBS matters’, work highlights included assisting JPMorgan Chase on two ABS issuances of fixed-rate class A notes by Volkswagen Auto Lease Trust totaling $2.5bn, and advising Wells Fargo on three MBS offerings of commercial mortgage pass-through certificates totaling $4.2bn. For derivatives and structured products, Robert Robinson is ‘diligent, creative and highly responsive’, and Ellen Pesch co-heads the OTC derivatives group, and represents the International Swaps and Derivatives Association on various regulatory matters. Jeff Liebmann is singled out by clients and recently worked with Pesch on advising a large, international investment bank on the creation and issuance of a mortality-linked note program, which is the first of its kind to be offered in the US. Other noteworthy practitioners include the ‘responsive and thoughtful’ Kevin Hochberg (‘very knowledgeable in the container ABS space’) and Gary Stern (‘very good for entertainment-related finance’). In June 2011, derivatives partner Robert Aicher retired.

One of the top firms for structured products’, Skadden, Arps, Slate, Meagher & Flom LLP is experienced in a range of areas including matters relating to real estate, derivatives and tax. Susan Curtis co-heads the structured finance group and represents fund managers, issuers and investment banks in a wide variety of capital markets transactions. Curtis recently acted for C12 Capital Management and Protium Finance (a Cayman Islands investment fund) on structured finance aspects of Barclays’ acquisition of the general partner and limited partner interests in Protium Finance. Other recommended individuals of the ‘very strong’ New York practice include Paula Greenman and James Stringfellow, both of whom are adept in derivatives, structured products and securitization. Stringfellow recently acted for the lenders in a $100m revolving credit facility for Special Value Expansion Fund, and represented Citigroup Alternative Investments in its acquisition of the management of four CLO funds. Peers recommend Richard Kadlick, who co-heads the team alongside Curtis, for his ‘deep experience’; ‘he really knows his stuff and is good at applying his knowledge to different situations’. David Midvidy is also ‘a strong player’.

Weil, Gotshal & Manges LLP handles a range of transactions concerning asset-backed securitizations (including medium term notes and commercial paper transactions), mortgage-backed securitizations, collateralized debt and loan obligations, derivatives, rental car fleet financings, and ABS and CDO restructurings. Within the New York structured finance and derivatives group, Robert Chiperfield, Nancy Lynch and Eric Peterman are all names to note, but globally there are also key lawyers based in London and Prague. The practice is led by Frank Nocco, who has handled many groundbreaking transactions in his career, such as the first cross-border securitization involving Hong Kong dollar-denominated credit card receivables and the first securitization of home equity loans to employ a senior/subordinate master trust structure. Practice clients include Merrill Lynch & Co, Barclays Capital, Morgan Stanley and Citigroup. Ariel Kronman was promoted to counsel in 2011.

In September 2011, Bingham McCutchen LLP’s Los Angeles office welcomed the arrival of Daniel Passage, who joined from O’Melveny & Myers LLP (where he led the securitization practice), bringing over 20 years’ experience in a range of finance transactions. Located in offices on the East and West Coast, the structured finance practice is particularly well versed in securitization matters and advising clients on changes in the legislative and regulatory arenas. New York-based Reed Auerbach chairs the structured transactions group and recently handled two landmark deals for GE Capital; namely, the client’s first public securitization of loans backed solely by transportation equipment, and a private securitization, which was the first securitization post-interpretation of the Dodd-Frank Orderly Legislation Authority provisions. Other noteworthy work highlights, led from the New York office, saw Matthew Joseph acting for Mercedes-Benz Financial Services in its first ever securitization of auto leases, and Edmond Seferi advising WCAS Fraser Sullivan Investment Management on a multi-tranche CLO comprising notes with a total value of over $400m. Jeffrey Johnson and Robert Gross, both situated in Washington DC, are also well regarded partners.

Cravath, Swaine & Moore LLP’s has a smaller team than some of its competitors, but the firm’s history in the structured finance field has involved some pioneering transactions, such as the first structure for securitization of revolving credit assets, and the first conduit program for credit cards. While the firm is very strong in securitization, it also acts for corporate issuers and investment funds on a variety of structured products transactions, including CLOs and CDOs. Joel Herold is at the helm of the practice and has acted for Morgan Stanley, Credit Suisse and GSO Capital Partners. Michael Schler, a member of the firm’s tax department, also comes recommended for his expertise in structured finance and securitization. Niche areas of focus for the firm include wireless communication and pharmaceutical royalty securitization and railway sector and intellectual property securitized financing.

The three-partner, 12-associate structured finance team at Freshfields Bruckhaus Deringer LLP continues to work on complex restructurings of structured finance issuance vehicles. Based in New York, it upholds a solid presence in the CLO and loan portfolio financing market, where the firm maintains a strong relationship with Citibank, and exclusively acts for it in all of its CLO transactions. Work highlights included advising UBS on one of the first significant post-financial crisis CLO transactions, which was also the first US CLO transaction for the client in more than two years. The firm also handled the termination of a securities repackaging for Natixis, drafted derivatives for Deutsche Bank Securities, and advised Ryanair on a first-of-its-kind offering of secured notes issued into the capital markets. At the helm of the structured finance team is Brian Rance, who is particularly skilled in the CDO arena, but also handles numerous structured financings and derivatives transactions. Other key figures are Jerome Ranawake, well regarded in the prime brokerage space, and Ellen Hayes, recommended for her strong global reach. The practice also works closely with its tax lawyers, who concentrate on cross-border structuring, private equity and financial products.

Fried, Frank, Harris, Shriver & Jacobson LLP’s derivatives lawyers are well regarded for their regulatory advice (to clients such as SIFMA, The Futures Industry Association and Morgan Stanley) as well as their significant experience in both the OTC and futures areas. The practice is co-chaired by David Mitchell, recommended for commodities and futures transactions, and Robert McLaughlin, who is adept in OTC derivatives and derivatives claim trading. Mitchell and McLaughlin maintain a strong relationship with Goldman Sachs Asset Management, to which the firm handles OTC derivatives negotiations involving trading agreements with 22 different dealers, as well as counseling on compliance with Dodd-Frank Act requirements. Based in New York, the team also handles several matters involving derivatives in the context of corporate acquisitions, with clients including Virgin Media and AEA Investors. For derivatives litigation, David Marc Morris is the key contact.

With lawyers based in New York, Chicago and Los Angeles, Latham & Watkins LLP’s 25-strong US structured finance and securitization team is at the forefront of esoteric transactional markets, assisting a range of assets classes from rental car fleets, aircraft and credit card receivables to CLOs. In 2011, the group handled some landmark transactions for Deutsche Bank, including representing the client, as sole structuring adviser and bookrunning manager, in the first-ever broadcast tower securitization, worth $188m. The firm also acted for Deutsche Bank on the $500m term securitization for Dollar Thrifty, which was the automotive group’s first term securitization since 2007. The practice is led by Kevin Fingeret, who has particular expertise in the field of aircraft lease securitization. Other noteworthy practitioners include Ellen Marks, who represents several working groups of the Financial Services Roundtable on aspects of the Dodd-Frank regulatory developments, and Vicki Marmorstein, who is the former chair of the global finance practice and specializes in CLOs. Marmorstein recently worked alongside Fingeret in advising Credit Suisse on the Atrium VII CLO, the investment bank’s first post-financial crisis CLO transaction for the collateral manager.

With a ‘strong background in the structured finance space’, the lawyers at Morrison & Foerster LLP are ‘fully aware of industry issues and do not need seek further guidance, and as a result, provide timely and accurate advice’. The New York-centered practice delivers well-rounded expertise and the service is the ‘best on the street’. For one client, ‘the firm is at the top when it comes to commodity derivative transactions’, and others would ‘strongly recommend it to any companies seeking legal advice in the structured products field’. A recent highlight for the group saw Jerry Marlatt (‘great to work with’) represent RBS Securities as underwriter in Toronto-Dominion Bank’s $3bn Rule 144A covered bond offering, which was the largest-ever 5-year covered bond in the US market. In the structured products space, Lloyd Harmetz regularly represents Merrill Lynch as underwriter in structured note and structured CD offerings for Barclays Bank, Royal Bank of Canada and HSBC Bank (USA). Highly recommended individuals include David Kaufman, for his ‘knowledge of securities laws and OTCs, combined with sound commercial judgment’, and Anna Pinedo for her ‘extensive industry contacts and proactive guidance’.

Schulte Roth & Zabel LLP’s structured products and derivatives lawyers handle a variety of complex structured and securitized products for investment managers, sellers and servicers of assets, issuers, underwriters, placement agents, investors, credit enhancers and liquidity providers. The firm is active in the CLO market and also frequently provides regulatory and compliance advice related to trading agreements. Craig Stein and Paul Watterson co-chair the New York-centric practice. Stein focuses on swaps and other derivative products as well as asset-backed transactions, and Watterson’s well-rounded practice also encompasses formation and representation of credit funds, and capital markets regulation. Joseph Suh also comes recommended and recently assisted a unit of Tricadia (now a spin-off called HoldCo Advisors) to create special purpose entities that acquired a $1.4bn aggregate principal amount of securities from CDO issuers. For structured and securitized products relating to interests in hedge funds, the group is praised as ‘highly specialized’.

Shearman & Sterling LLP’s New York-based structured finance group is recommended for its international reach, where it is adept at handling transactions in the US, Europe, Asia and Latin America. For securitization, Constance Fratianni acts for both lenders and borrowers, and Stuart Fleischmann has over 25 years of experience in a range of securities and financing activities, particularly in transactions involving Latin American issuers. Recommended for its ability to handle different types of asset classes and innovative structures, practice clients have included Goldman Sachs, Morgan Stanley and Deere & Co. In the derivatives arena, the firm regularly represents financial institutions, issuers, asset managers, hedge funds, investors and other end-users, but also acts for clearing organizations and infrastructure providers in the derivatives industry. Donna Parisi handles OTC transactions, synthetic CDOs, structured products and hybrid financial instruments – she is also active in advising clients on regulatory, risk management, and compliance counseling. Parisi is the main driver of the derivatives practice, but other key figures include Azam Aziz (leader of the asset management team) and Geoffrey Goldman. Goldman was part of the team that advised The Depository Trust & Clearing Corporation on setting up a new subsidiary, DTCC Derivatives Repository Ltd, in order to run a new global equity derivatives repository based in Europe.

Sullivan & Cromwell LLP’s structured finance group specializes in securitization and structured products, handling a host of transactions in a range of asset classes. Led by Mark Welshimer, the team has acted for clients such as MetLife, Goldman Sachs and Allianz. Welshimer is recommended for his particular expertise in regulatory advice, but has also handled a number of groundbreaking transactions in his career including the first public automobile loan securitization and the first public commercial real estate loan securitization. The firm houses a separate commodities, futures and derivatives division, which delivers transactional, advisory and litigation services relating to structuring, offering and trading commodity and derivative products. In this sphere, the key contact is Kenneth Raisler, who is currently vice chair of the ABA derivatives and futures law committee, but has also served at the Commodity Futures Trading Commission (CFTC) and on the futures regulation committee at the New York City Bar. For transactional matters, Raisler works closely with David Gilberg and the ‘excellent’ Rebecca Simmons, and for litigation, Steven Peikin is recommended.

Acting for clients such as Credit Suisse, JPMorgan Chase and Goldman Sachs, Debevoise & Plimpton handles the full gamut of derivatives and structured finance transactions, but has particular expertise in matters relating to insurance and investment management products. Other areas of strength include regulatory and tax-related advice, hedge fund experience and expertise in cross-border transactions. Practice co-chair Byungkwon Lim is particularly strong in the derivatives arena, and remains busy assisting clients on compliance with Dodd-Frank Act requirements. For structured products, Pierre Maugüé (also co-chair) and William Beekman come recommended; for products relating to the insurance industry the key contacts are Ethan James (who joined from Davis Polk & Wardwell LLP in 2011), Nicholas Potter and Thomas Kelly. The firm maintains a strong relationship with Dart Management, for which it handles various derivatives and structured finance matters, including the recent review of various trading documents and in the restructuring of the client’s various subsidiaries. New client gains include Rabobank and Citibank’s securities lending business.

Greenberg Traurig LLP’s structured finance and derivatives group handles securitized and structured products in a wide range of asset classes encompassing the mortgage, asset-backed, municipal and structured products markets. Acting for Fortune 500 companies, major financial institutions and specialized finance companies, the well-rounded practice operates on a truly national platform, with lawyers in New York, Washington DC, New Jersey, Pennsylvania, Florida, Texas, Delaware, Virginia, Arizona, Illinois and California. The key practice contacts are New York’s Mark Michigan, who is recommended for securitization programs relating to student and automotive loans, timeshares and mortgages; and Dallas-based Michael Thimmig, who concentrates on asset-backed and mortgage-backed securitizations. Other noteworthy practitioners include Chicago-based Nancy Schimmel, ‘a fine lawyer, with a very commercial approach’, and Silvie Durham in New York, who handles commercial paper programs, structured transactions and products, OTC derivatives and futures agreements, and commodities trading issues. Practice clients have included JPMorgan Chase, Deutsche Bank and The Royal Bank of Scotland.

The service at Katten Muchin Rosenman LLP is ‘first class’, winning plaudits for its ‘personal yet professional approach, thoughtful advice and timely responses’. The firm reaps praise for its experience in securitization, where the bench for ABS work is ‘deep and talented’ and the CMBS lawyers are ‘experienced and knowledgeable’. For some, ‘there is no better firm in the world for auto loan and lease securitization expertise’, which recently saw the team advise Ford Motor Credit Company on its first publicly-registered auto lease securitization. ‘Creative thinker’ Chris DiAngelo leads the team, which continues to raise its profile in structured finance following the 19-lawyer arrival from Dewey & LeBoeuf LLP in 2010. Also recommended are John Keiserman (‘exceptional resourcefulness in adapting to the ever-evolving financial products and regulatory environment’), and Anna-Liza Harris (‘distils complicated tax issues and describes them to a layperson effectively’). Joseph Topolski has ‘excellent skills in ABS and is on top of regulatory developments impacting the industry’; for one client he is ‘the world’s foremost authority on auto loan securitization. Rarely will you find a finer combination of experience, expertise and intelligence in a partner so young’.

Premium firmKirkland & Ellis LLP is ‘very strong on large transactions’ and commended for its competitive rates and responsiveness. The group is ‘at the top of the auto securitization market’, where it is acting for Ally Bank and Ally Financial in a $15bn revolving credit warehouse facility, providing funding for auto loans, auto leases and dealer floorplan loans. While the firm is often better known for representing auto finance issuers, it also handles an array of securitization transactions involving many other asset classes. In 2011, the firm advised RBS Securities and Deutsche Bank (as structuring agents and initial purchasers) on two term securitizations of timeshare loan receivables under the Sierra program of Wyndham Worldwide Corporation. In Chicago, recommended individuals include Kenneth Morrison, who has a ‘knowledgeable and calm demeanor’, and Jeffrey O’Connor, ‘an excellent technical lawyer, who provides creative solutions to structuring challenges’. In New York, clients are ‘very happy with the expertise and approach’ of Scott Gordon. Janette McMahan is a ‘hard worker and good negotiator’.

The ‘tremendous’ lawyers at Kramer Levin Naftalis & Frankel LLP are highly specialized in esoteric securitization; ‘they have extensive knowledge in ABS but also related areas such as regulatory and tax, that often impact the viability of a structured finance deal’. In 2011, the firm handled transactions totalling more than $1.5bn for Credit Suisse, JPMorgan, Royal Bank of Scotland and BB&T Capital Markets relating to timeshare loan asset-backed securities and timeshare loan-backed revolving facilities. The firm’s work highlights also display a number of landmark mandates, such as representing Adams Outdoor Advertising as an issuer in one of the few whole-business deals to close in the US in 2011, and acting for a major Japanese financial institution, as sole investor in one of the first CLOs to close since 2008. Key figures within the New York-based team include Laurence Pettit and the ‘terrific’ Gilbert Liu. For esoteric transactions, Richard Rudder is at ‘the top of his class’; ‘he has an important and valuable perspective based on past transactions and can think outside the box when a novel situation presents itself’.

Linklaters has suffered some significant departures in recent years and in 2011, the firm lost its head of structured finance and derivatives Gary Barnett, who left for a leadership role at the CFTC. In spite of Barnett’s move, the firm has ‘a large amount of expertise in this area’ and clients remain ‘extremely pleased’ with the level of service provided. Handling OTC derivatives, domestic and international securitization and other structured products, the firm delivers both transactional and regulatory advice involving a variety of asset classes. In 2011, the firm advised Citibank on the development of the first multi-bank trade finance program to support global trade and provide an off-balance sheet securitization platform. In the derivatives sphere, it advised Barclays Bank on several cases, mainly arising from derivatives contracts relating to hedge funds. Key partners include Caird Forbes-Cockell, who holds over 30 years’ experience in international finance matters, and Stan Renas who ‘has a particularly good feel of underlying commercial issues’; ‘he is also a very good problem solver and his expertise in complex transactions adds great value’.

McDermott Will & Emery LLP’s workload involves structuring innovative securitization and derivatives solutions, and designing, negotiating and trading structured products. With experience in the taxation and regulation of the financial markets, the firm also analyzes transactions in the context of corporate governance, legal, regulatory and tax requirements. In Chicago, Andrea Kramer is experienced in the derivatives space, but also has related expertise in tax laws, governmental regulation and trading policies. In New York, Thomas McGavin has niche expertise in securitization of private equity fund investments, but heavily focuses on the credit and equity derivatives market. Other recommended practitioners include New York’s David Taub who concentrates on structured products and securitization, and younger partner John Hammond, in Chicago, who is skilled in handling derivatives and other structured finance transactions. Clients have included CIT Group, HSBC and the International Swaps and Derivatives Association.

Orrick, Herrington & Sutcliffe LLP is recommended for its ‘strong industry knowledge, solid advice and value for money‘. The team comprises attorneys in New York, Washington DC and Los Angeles, who have strong knowledge in the securitization space and of regulatory matters affecting participants in the global financial and capital markets. A recent work highlight saw the firm acting for Redwood Trust (as a securitization sponsor) in the first public offering of private-label mortgage-backed securities in 2012, and only the second major offering of this type since the onset of the financial crisis. Katharine Crost leads the team and is well respected in the market. Al Sawyers is also recommended for his ‘ strong market knowledge and efficiency‘, and Joshua Raff has a ‘very good business sense‘. In 2012, the firm lost Cameron Cowan to King & Spalding LLP, Michael Mitchell and James Croke to Chapman & Cutler LLP and Michael Freedman, who is no longer practising as a lawyer.

The ‘innovative’ securitization team at Paul, Weiss, Rifkind, Wharton & Garrison LLP specializes in esoteric transactions with unusual structures or assets, often involving workouts and restructurings of structured finance transactions. While the group advises clients on a range of asset classes, it has particular expertise in the media and entertainment industry, handling structures involving sports financing and film financing slate deals. In this sphere, the firm recently advised Barclays Capital as sole structuring adviser and initial purchaser in a $550m securitization backed by the assets of the Miramax film studio. It also handled Major League Baseball’s $1.4bn league-wide securitization facility involving the ongoing issuance of notes, secured by national media revenues. The New York-centered securitization team includes key figures such as Jordan Yarett (co-head of the finance department), Robert Zochowski and Lawrence Wee. For derivatives expertise, Manuel Frey regularly handles cross-border OTC derivatives, structured products, as well as related credit, regulatory, legal and risk management issues.

Renowned for its high-level service, Simpson Thacher & Bartlett LLP delivers ‘top-notch industry knowledge and keeps up to date on the latest structures’. Based in New York, the team’s work highlights display a healthy mix of securitization, structured products and OTC derivatives instructions. In 2011, David Eisenberg represented an affiliate of Global Tower Partners on the issuance of $645m aggregate principal amount of Secured Tower Revenue Notes, and acted for GSO/Blackstone Debt Funds Management, as collateral manager, in three CLO transactions. Working closely with Eisenberg is ‘very strong player’ Laura Palma, who reaps praise from peers and clients alike. Palma recently advised the underwriters, in an asset-backed notes offering by Mercedes-Benz Auto Receivables Trust. For derivatives transactions, the ‘very knowledgeable’ Joyce Xu acts for clients such as Credit Suisse Capital, Barclays Bank and Blackstone, and Roxane Reardon is a ‘top notch partner all round’; ‘she has great business sense, is very client friendly and able to think outside the box’.

Winston & Strawn LLP’s ‘very good’ structured finance offering is primarily based in Chicago and well known for its work pertaining to bank-to-bank structured finance, Dodd-Frank and other regulatory-related matters, and early-stage CLO product development. Recent work highlights saw the ‘extremely knowledgeable’ Warren Loui act for Nissan on the filing of a shelf registration for approximately $4bn in asset-backed securities, which was one of the first shelf registration statements that incorporated many of the SEC’s regulatory reform provisions. The firm is most active in securitization and structured products matters, but in the derivatives space, Michael O’Brien represented a New York-based hedge fund in a structured derivatives transaction with a UK bank for the synthetic ownership return of a portfolio of shares listed on PRC exchanges. The department is led by David Galainena, who has 27 years’ experience, predominantly in asset-backed and mortgage-backed structured finance transactions. Also worthy of note is Michael Mullins, recommended for his ‘strong subject knowledge, client service skills and negotiating prowess’.

Allen & Overy LLP’s key partner contact for securitization is Lawton Camp, who handles mandates across a wide range of asset classes and in multiple jurisdictions. Partner John Hwang is also recommended and specializes in ABS. For derivatives and synthetic products advice, John Williams, Deborah North and David Lucking are the names to note. The firm advised the Depository Trust and Clearing Corporation in creating a new joint venture with the New York Stock Exchange called the New York Portfolio Clearing, designed to clear US fixed income derivatives. The team also continues to act for the International Swaps and Derivatives Association. All lawyers named are based in New York.

Ashurst LLP’s bench in structured products decreased in September 2011, when Alice Yurke departed for Jones Day. Nevertheless the firm is still recognized for its work on structured product programmes, and its expertise credit derivatives, where it handles OTCs and credit default swaps. In the securitization arena, the firm runs transactions involving all major asset classes including RMBS, CMBS and credit cards, but also has expertise relating to repackaging programmes, securitization restructurings, and whole loan portfolio acquisitions. Key New York contacts include William Gray, recommended for all types of derivative transactions, and Patrick Quill, adept in securitization, CDOs, structured note programmes and credit-linked securities. In Washington DC, Scott Faga is recommended for his broad practice, which encompasses CLOs, CDOs, derivative and other swap transactions, as well as CMBS and ABS matters.

The ‘efficient, highly responsive and cost-effectiveBracewell & Giuliani LLP is recognised for its work with hedge providers and counterparties for structured secured hedging, but is particularly well regarded for its strong expertise in the energy sector. In 2011, Houston-based partners Alan Rafte (‘excellent at handling financial instruments and complex transactions’) and Ryan Holcomb advised Deutsche Bank in the syndication of a secured, multiple-tranche oil and natural gas swap. Another highlight for Rafte and Holcomb involved advising JPMorgan Ventures Energy in the purchase of a volumetric production payment from an independent oil and gas company. In New York, Robin Milesalways assembles the right team of partners’, and Houston’s Heather Brownassimilates the complexities of a structure and is excellent at drafting and reviewing agreements with multiple imbedded subtleties’.

Receiving ‘extremely high marks’ for its service, DLA Piper LLP’s key qualities are its response times and business acumen. Focusing on esoteric transactions and innovative solutions, the firm recently advised clients on a pioneering program using structured notes to acquire tobacco escrow release rights. In June 2011, Michael Macaluso joined from Morgan Lewis; Macaluso splits his time between New York and Minneapolis and handles domestic and cross-border asset-backed and mortgage-backed securities, conduits, synthetic securities, repos and credit derivatives. Boston-based Ronald Borod leads the team, and has over 20 years’ experience in securitization. For derivatives expertise, clients single out Chicago’s Marc Horwitz, who has a ‘very strong background and excellent understanding of current business issues impacting the derivatives market’. New practice clients include Deutsche Bank, Natixis and UFT Commercial Finance.

Dentons specializes in transactions in the mortgage market, and comprises lawyers in New York, Washington DC and Los Angeles. Led by Stephen Kudenholdt, the team recently expanded in size, when Scott Samlin, from an in-house position at Morgan Stanley, and William Carpenter, joined the firm. Also in 2011, the team was further strengthened through the promotion of three senior associates to counsel. Key highlights included advising BlackRock Mortgage Investors on aspects of its new conduit program for the purchase of residential mortgages ineligible for purchase by Fannie Mae and Freddie Mac. The firm also acted for Credit Suisse in two landmark securitizations, which involved some of first publicly offered residential mortgage-backed securities to be issued since the credit crisis began.

Foley & Lardner LLP’s recent work highlights include acting for the State of Wisconsin Office of the Commissioner of Insurance as the regulator responsible for overseeing Ambac Assurance Corporation, on matters relating to the exposure to various financial products, including credit derivatives. Milwaukee-based partners David Reicher and David Ryan are key contacts; each has substantial experience in the area of student loan finance, but also handles securitization and derivatives transactions in other classes. Of counsel Diego Figueroa Rodriguez, who joined the firm in 2011, also has experience in numerous financing structures, including various modes of credit enhancement, insurance, swaps, interest rate hedges, auction rate securities and tobacco settlement asset-backed bonds.

Jones Day strengthened its structured products offering in 2011, through the arrival of Alice Yurke and of counsel Jonathan Ching, who join from Ashurst LLP and a global investment firm respectively. Mark Sisitsky leads the wider banking and finance group, but concentrates on structured products, derivatives and restructuring existing financings. For niche expertise in the energy sector and in the securitization of intellectual property assets, Ronald Gross is recommended. For regulatory issues relating to the financial reform legislation, Tracy Oley is a key contact. The core team is based in New York, but Oley is located in Washington DC. Clients have included Citibank, Sandisk, Kaiser Aluminum Corporation and Xcel Energy.

Morgan Lewis is praised for its ‘excellent response times; thoughtful, appropriate advice; and value for money’. The firm has a broad derivatives practice, but for exchange-traded derivatives transactions, clients claim ‘there is no comparison’. The workload also extends to handling insolvency and counterparty risk associated with derivative products and trading relationships, and Dodd-Frank regulation counseling. New client gains of 2011 include NYSE Liffe (on regulatory matters relating to its operations as a designated contract market), and SIFMA (on rulemaking aspects of foreign exchange matters). In other work highlights, the firm analyzed the derivative book of an oil company acquired by a global mining company in a $12bn deal, and acted for a global insurance company on structuring and purchasing $100m of structured notes in a cross-border transaction. Thomas D’Ambrosio is chair of the five-partner practice, which also includes the well-regarded Georgia Bullitt. In June 2011, Michael Macaluso left for DLA Piper LLP.

Acting for a client base predominantly made up of investment banks, insurers and reinsurers, Stroock & Stroock & Lavan LLP’s ‘top-notch’ structured finance practice handles mature and esoteric forms of asset-backed securities, insurance-linked securities, mortgage-backed securities, derivatives, CDOs and CLOs. While the team is competent in a number of structured finance areas, clients claim that for securitization, it ‘compares favourably’, and that the lawyers’ knowledge and expertise is ‘among the best’. The ‘very pragmatic’ Richard Fried is at the helm of the practice; he handles securitization relating to a range of commercial loans, auto receivables and trade receivables, but is particularly well regarded for his ‘very good knowledge base in student loan securitization’. Fried works closely with Thomas Weinberger, particularly for securitizations in the insurance sector, and Boris Ziser, who is skilled in the areas of public and private mortgage-backed and asset-backed securitizations, warehouse facilities and commercial paper conduits. In January 2012, Anthony Schouten and Jeffrey Stern left for Pillsbury Winthrop Shaw Pittman LLP.

Seward & Kissel LLP acts for a range of asset classes and is unique in that it handles both the origination and restructuring of ABS, CMBS, RMBS and CDOs. The firm is involved in domestic and global transactions, but also represents banks and investors in related-litigation. In 2011, the firm advised Wilmington Trust National Association, as Indenture Trustee and member of the unsecured creditors committee, on the Chapter 11 bankruptcy of MF Global Holdings and MF Global Finance USA. Kalyan Das leads the global team, splitting his time between New York and London. Andrew Silverstein, who has over 20 years’ experience with the firm, is also recommended. Both Das and Silverstein focus on securitization and structured products. For derivatives and other counterparty arrangements, the contacts are Craig Hickernell and Robert Walder in New York, and Anthony Nuland in Washington DC.

Split between offices in New York and Boston, Sullivan & Worcester LLP’s securitization practice provides ‘excellent responsiveness, strong business acumen and industry knowledge’. A partner since 1983, George Lindsay chairs the practice, which also includes highly regarded partners in Duncan O’Brien and Alexander Notopoulos, both of whom are particularly well versed in ABS transactions. Recent work includes representing Deutsche Bank and Deutsche Bank Securities on the establishment of the $7.5bn Northern Pines Funding collateralized commercial paper program. UBS is a strong practice client and the firm recently advised the company on a $100m warehouse credit facility to a special purpose subsidiary of a subprime auto loan company.


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