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United States > Finance > Capital markets: equity offerings

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  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.

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  • Jersey Royal Court considers measure of damages for dilapidations claims

    In the absence of any statutory provision in Jersey addressing how dilapidations claims are to be quantified, the Royal Court's decision in JSSL v Barclays has provided some much needed guidance, particularly in circumstances where there is an acceptance that works to redress dilapidations have not been and will not be carried out.
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  • Cyprus Shipping Industry : Business as usual. Why despite recent events Cyprus remains an internatio

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  • FOREIGN EXCHANGE OPERATIONS

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    The Presidium of the Supreme Commercial Court of the Russian Federation (hereinafter - SCC RF) adopted by the Informative Letter No. 156 dated the 26th of February, 2013 (hereinafter - the Informative Letter) on Review of the consideration by arbitrazh courts of the cases on the implementation of the public order clause as the ground for rejection of the recognition and enforcement of the foreign court decisions and arbitral awards.
  • China Customs New Interpretation

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