The Legal 500

In the private equity world, 2010 kicked off in much the same fashion that 2009 ended, with an escalating downward trend in new fund launches and capital raising leading to a further 16% drop in fundraising in 2010 as compared to 2009. Banks remained reticent to release leverage to funds, once again making buyout funds a difficult proposition to sell at the highest level, although mid-market funds have proved more resilient. Funds under $1bn were more successful in capturing limited partners’ (LP) interest and amounted to over half of total buyout fundraising. In addition to the stagnation of the mega buyout funds sector in the US, venture capital (VC) fundraising hit a seven-year low in 2010. As a result, firms continued to look outside the US, chasing activity and interest in funds targeting emerging markets such as China and Brazil. Distressed debt and mezzanine funds were also bright spots in an otherwise gloomy outlook, with both types of funds attracting investor interest, while the secondaries market also experienced a slight upturn.

Owing to the prevailing market conditions, restructuring remained an important source of work for law firms. As part of this, with LPs generally in a much stronger bargaining position than at the apex of the private equity boom, many general partner (GP) sponsors have been forced to renegotiate the terms of funds with an eye to the Institutional Limited Partners Association’s private equity principles. Despite that, fund managers with a proven track record remain able to attract a surplus of investors and therefore dictate terms. Regulatory changes affecting the whole of the funds industry have been on the minds of LPs and GPs alike and with these changes set to come fully into force in 2011, firms have been called on to interpret and advise on the consequences for their clients. The final stages of 2010 saw a modest increase in fund-raising activity, leaving some cautiously optimistic.

The private equity rankings in this chapter reflect the strength of a firm’s ability to advise on fund formation and investment management matters, encompassing private equity, venture capital and real estate private equity funds. Firms that display balanced GP and LP-side experience are noted, although sponsor-side activity is accorded greater emphasis. Fund values and volume are taken into consideration, but more weight is placed on those practices that exhibit the capability to handle high-value, complex mandates; and niche capabilities are highlighted where relevant.

Following the re-equitization trend in 2009, 2010 was a more subdued affair for REITs. Follow-on offerings and IPOs have remained more common than in other investment management sectors and the market continues to significantly outperform the broader equity market, but the emphasis for law firms was on consolidation and retrenchment of REITs in general. REITs focusing on specific asset classes have proven to be the most popular, with healthcare a particular highlight. Publicly listed, non-traded REITs continue to be an area of both interest and concern to many, with the sector’s detractors questioning the opaque nature of these vehicles. Firms that are listed in our rankings are those with the ability to provide advice to both issuers and underwriters on the full gamut of representation, from capital markets and transactional work to tax, structuring and regulatory advice.

New mutual and registered funds product development has been slow but, spurred on by the continuing hybridization of alternative and registered products, continues to move forward. Exchange-traded funds (ETFs) remain popular, while the use of registered funds-of- funds continues to grow. As such, there is increasingly a need for firms to present diverse and versatile practices that can work across all fund products and deal with convergent structures. Regulatory reform in the registered funds space has seen a demand for attorneys able to clarify the role and responsibilities of independent directors. Firms are called on to handle buy-side matters for funds and investment advisers and sell-side work for banks and brokers. The leading practices typically are balanced, although the more complex and specialist work tends to emanate from the buy side. Strong regulatory expertise is highly prized, with the ability to deal with the SEC and advise on the regulatory pillars of the Investment Company Act 1940 (the 1940 or ’40 Act) and the Investment Advisers Act of 1940 being essential.

The Dodd-Frank Act’s impact on the hedge fund industry and, more specifically, the requirement for hedge fund managers managing assets of at least $100m to register with the SEC by July 21, 2011, has effectively brought many smaller hedge funds under SEC scrutiny. Where private equity funds have been steadily moving to register, hedge funds have been less speedy. Restructuring has remained a key part of practices, as has spinout work for investment banks following the Volcker Rule’s prohibition of proprietary trading and restrictions on banking entities’ ability to sponsor and invest in hedge funds and private equity vehicles. Practices identified in these rankings are those that have the capability to advise funds and managers on fund formation, restructuring and regulatory obligations. Work for hedge fund managers is given more emphasis, although those firms that have significant investor-side practices are duly noted. As with all the tables, top-quality advice on high-end funds has been given greatest weight, although volume work done well is also taken into account.

Fried, Frank, Harris, Shriver & Jacobson LLP’s ten-partner team ‘isn’t the highest-volume hedge fund practice, but its selective reputation attracts a high-quality roster of clients who typically have complex requirements’. It is an approach that has ensured the firm’s place at the forefront of regulatory and transactional developments dominating the alternative funds space in 2010. The practice focuses on high-end fund work for some of the largest funds and fund managers, including new clients BlackRock and JPMorgan Asset Management, and in 2010 it represented eight of the top 15 largest hedge funds. Describing the firm’s successful strategy, one client notes that ‘the team works hard to learn where we draw our lines and provide advice that is consistent with our expectations’. Chief among the practice’s institutional clients is Goldman Sachs, for whom it has acted as primary outside counsel to its direct managed hedge fund and fund-of-hedge-funds businesses over the course of an 11-year relationship. 2010 saw the practice advise on a host of matters, including establishing various feeder funds and handling M&A and seeding transactions. From structuring and formation issues to tax and regulatory matters, ‘the team is great up and down the line from senior partner to a uniformly strong band of associates’, with particular mention going to tax expert Brian Kniesly. In 2010, the practice acted as counsel to three major financial institutions on structuring and transactional issues related to the Volcker Rule’s mandated spinout or other disposition of their proprietary trading businesses. Other highlights included advising on the formation of Attara Capital – a hedge fund set up by a former co-chair of Atticus Capital – and acting for longstanding client Highbridge Principal Strategies on forming a number of senior loan funds. ‘Smart, hardworking and thoughtful’ senior partner Lawrence Barshay heads the group, while David Selden and Jonathan Adler deliver ‘fantastic service, advice and work product’.

Schulte Roth & Zabel LLP has a rarefied reputation in the hedge funds industry, thanks to its 40-year history advising institutional investors, investment advisory firms and funds. Fielding 100 attorneys with hedge funds expertise, including 17 partners, the team has the critical mass and knowledge base to offer a high-end service to a large number of individual funds (the practice represents over half of the Alpha 100). Clients include FrontPoint Partners, Credit Suisse and Deerfield Capital Management. It further strengthened its capability in 2010 by hiring Daniel Hunter, bringing his expertise in European feeder and hybrid funds over from Katten Muchin Rosenman LLP. The team brings to bear tailored expertise in tax, derivatives and employment matters, and recently formalized its regulatory capability with the launch of a dedicated compliance practice comprising over 70 lawyers, many of whom have experience with the SEC. The practice has been advising investment banks on novel structures for their proprietary trading businesses, and former institutional managers on establishing their own operations. One such example is its advice to FrontPoint Partners on its pending spin-off from Morgan Stanley. Fund formation work – traditionally the practice’s biggest strength – remains depressed, but 2010 saw the team advise Paul Orwicz on forming Sursum Capital Management to trade in the TMT and energy sectors, as well as creating two distressed debt and equity funds for Alden Global Capital. It is this ability to straddle industry sectors and investment strategies that holds great appeal to clients, who appreciate the vast experience and seniority of Paul Roth and abilities of Stephanie Breslow.

Sidley Austin LLP’s investment management practice fields more than 100 corporate, securities and derivatives lawyers globally, covering the full scope of funds work, including mutual, hedge and private equity funds, as well as REITs. Clients comment that this ‘huge bench of talented lawyers has an in-depth understanding of the law and gives sophisticated legal advice’. In 2010, the team expanded significantly as David Tang and Mark Whatley joined the San Francisco office from Howard, Rice, Nemerovski, Canady, Falk & Rabkin, PC to enhance its emerging technologies and VC capability, while emerging markets expert Alyssa Grikscheit joined the New York office from Goodwin Procter LLP. The US team has ‘one of the best practices in the country in the regulatory arena’, and supplements its domestic capability with a formidable global footprint. It has been advising European and US clients on the implications of the Dodd-Frank Act and related SEC, CFTC and state regulations, as well as acting as outside counsel to the Managed Funds Association on OTC derivatives matters. Other highlights included advising Soroban on launching its $200m hedge fund and, in a reflection of the continuing trend of hybridization, advising Garrison Investment Group on forming a series of hybrid funds specializing in distressed investments in real estate, corporate and other financial assets. In addition to the extensive experience of David Sawyier (‘one of the first lawyers specializing in this field and therefore knows how and why it developed the way it did’) and William Kerr (‘extremely smart and knows the hedge fund market inside out’), Chicago-based Bradley Howard is ‘akin to a junior Bill Kerr, a great technical lawyer with an exhaustive knowledge of relevant rules and regulations’, while Michele Ruiz is ‘conscientious and hardworking’.

Davis Polk & Wardwell LLP’s investment fund management practice comprises over 50 attorneys and also calls on the broader expertise of the firm’s equity derivatives, credit and tax groups to advise comprehensively on structured equity and credit techniques to create new hedge and alternative fund products. The practice’s hedge funds work originated from its historic strengths in private equity and has developed into a ‘small but high-end fixture in the marketplace’ that can comfortably represent over half of the top 20 hedge fund managers, including FrontPoint Partners and Highbridge Capital Management. It advised Morgan Stanley on the spinout of the former and advised the latter on regulatory implications of its purchase of 55% of Brazilian asset manager Gavea Investimentos. Bespoke fund formation, management, acquisition and regulatory are all strengths for the practice and ‘indicative of the breadth the team brings to the equation’. In 2010, Yukako Kawata advised the Securities Industry and Financial Markets Association on the application of the Volcker Rule relating to banking entities and their investments in, and sponsorship of, hedge funds. Leor Landa and Nora Jordan are also recommended.

Nestling within its global investment management department, Dechert LLP’s 20-lawyer US hedge funds team draws from the wider pool of resources afforded by this structure to deliver ‘very high business acumen and industry knowledge, coupled with a professionalism that is sometimes lacking in this industry’. It has been steadily increasing its capacity to handle the volume of representations demanded by its multinational client base: following Richard Horowitz’s arrival in 2009, in 2010 the team hired Holland West, former head of Shearman & Sterling LLP’s global funds practice. This brings to ten the number of New York-based partners focusing on hedge funds, with ‘cerebral’ practice head George Mazin and the ‘conscientious’ Kevin Scanlan ‘working hard to understand clients’ concerns and risk tolerance, and tailor advice accordingly’. The team has been heavily involved in advising its clients on reorganizing their funds and management companies, which included the creation of SPVs to manage redemptions during the financial crisis. The workflow has not been limited to managing the fallout of the financial crisis, though, and 2010 saw the team advise on establishing a multi-tier investment fund complex targeting natural resources investments in Mongolia as well as representing a large company on creating a European fund structure.

‘An excellent mid-size hedge fund firm with strong regulatory capabilities’, Katten Muchin Rosenman LLP has the breadth across its investment fund and structured products practices to handle a high volume and variety of representations for clients such as PineBridge Investments and Capital Fund Management. Spread across the firm’s New York, Chicago and Washington DC offices, 16 partners make alternative hedge funds and structured products their primary focus, with six partner appointments in 2010 alone showing the firm’s commitment to providing a ‘high-class, business-oriented service’. 2010 saw the team acting for Renaissance Institutional Equities Funds and Renaissance Institutional Futures Funds on restructuring of both funds. Additional highlights include advising Vermillion Asset Management and Viridian Partners in connection with an agreement to sell equity in the GP to Purchaser, a newly formed investment management firm. The $30m transaction was part of a roll-up of six separate transactions by Purchaser, which bought controlling interests in the general partners or managing members of hedge funds. Fred Santo heads the practice from New York, and is ably supported by Henry Bregstein, global chair of financial services and New York co-managing partner, whose expertise in domestic and offshore securities and commodities-focused hedge funds is valued by clients.

Ropes & Gray LLP has ‘a superb investment management team in Boston’, with high-end hedge funds work a core focus for the ten-partner team. Headed by Laurel Fitzpatrick, this ‘excellent set of lawyers’ has depth across the board, as well as a niche capability in derivatives and futures to supplement its tax, ERISA and restructuring prowess. Despite the dearth of new funds in 2010, the team represented Grantham, Mayo, Van Otterloo & Co on the formation of GMO Credit Opportunities, which was set up to invest in long and short positions on distressed bank loans, bonds, notes and other issuer obligations. It also advised Pacific Investment Management Company on its fund formations, including a number of alternative fund structures such as a bank trust fund project. Other highlights for 2010 included advising Blackstone’s Strategic Alliance Fund and Strategic Alliance Offshore Fund on seed investments in multiple hedge funds. Boston-based Leigh Fraser and New York-based Sarah Davidoff are both recommended.

Although Seward & Kissel LLP’s investment management practice is smaller in size than many of its competitors, it punches above its weight in terms of scale and sheer volume of representations carried out by the team. Its impressive track record dates back to the hedge fund industry’s inception with its representation of AW Jones & Company, considered to be the first hedge fund. Its seniority in the industry is reflected in the sophistication of its clients, with clients such as Blackstone Alternative Asset Management, Morgan Creek Capital Management and Indus Capital Management seeking advice on restructuring, consolidation and regulatory compliance in the wake of the financial crisis. In all, ten partners and 40 other attorneys staff the investment fund formation and management group, with New York-based practice head John Tavss receiving plaudits as ‘not only an excellent lawyer but a nice man to deal with’. Highlights for 2010 included advising Atalanta Sosnoff Capital on selling a 49% economic interest to Evercore Partners for $69m. It also advised Toronto-based asset management firm Sprott Inc on its acquisition of US investment management and broker-dealer firm Global Resources Investments, which was unique in that it involved a cross-border, stock-for-stock transaction between government-registered financial services businesses. Clients particularly praise partners John Tavss and John Cleary.

Akin Gump Strauss Hauer & Feld LLP fields a ‘well-respected team that leaves clients satisfied that they are in safe hands’, particularly when it comes to Steven Vine’s ‘extensive knowledge of hedge funds’. Vine heads a team of 15 investment fund partners that is predominantly centered on New York, and can also call on investment management expertise in the Los Angeles, Washington DC and Texas offices, as well as a broader global network where necessary. This gives the group capacity and capability to handle a high volume of transactions, which it does to winning effect, although the depth of expertise beyond partner level is sometimes questioned. The group attracts a broad array of prominent hedge fund sponsors, including Soros Fund Management, FRM, Oak Hill Investment Management, Carlyle and AIG.

Goodwin Procter LLP’s hedge fund practice has steadily developed over the years from its prominent private equity practice, providing an ‘extremely strong overall level of service, especially in all hedge fund-related matters’. Its client base includes a mixture of institutional sponsors, such as VC-oriented Sequoia Capital, and financial services firms, such as Bank of America Merrill Lynch, but the emphasis is weighted more towards investor-side representations. The team acted for Bank of America Merrill Lynch on structuring and offering a series of real estate funds for private investors, as well as on the review and negotiation of its investments in various private funds. Sponsor-side representations have been on the increase, with the team advising Sequoia Capital on hedge fund and compliance matters, including the formation of Sequoia Capital Global Equities, an offshore hedge fund to supplement its existing platform. It also advised Boston Private Financial Holdings on negotiating and closing its hedge fund subsidiary Westfield Capital Management, and, in an indication of the firm’s broader investment management capability, it advised Axiom International Investors on establishing a new investment platform to permit asset managers to access the European UCITS market. Practice area leader Elizabeth Shea Fries is highly recommended.

The ‘hardworking, responsive and creative’ six-partner team at Lowenstein Sandler PC is considered by clients to be ‘one of the best teams of hedge fund attorneys’, a reputation that has attracted prominent global asset managers such as Ahab Capital Management and Davidson Kempner Capital Management. Key to the practice’s popularity is Robert Minion, who heads the investment management group and is roundly regarded as being ‘at the very top of the list in this practice area in the US’. In addition to serving as lead outside counsel to the aforementioned funds, he also acts as lead outside counsel to Cerberus Capital Management. Regulatory compliance is a particular strength for the practice and the team has been busy advising its clients on how to navigate the impending changes arising from the Dodd-Frank Act and Volcker Rules in 2010. David Goret joined the team in 2010, bringing with him his expertise as general counsel and chief compliance officer at GSC Group.

Morgan Lewis’ team advises over 250 global hedge fund managers, including 30 with $1bn-plus assets under management, of which six are among the world’s largest hedge funds. The ‘depth of the team is above average, with a broad understanding of the issues regarding fiduciary responsibility and market terms’, although some clients note that ‘some younger attorneys need more training and experience’. Its investor-side practice is ‘one of the very best’ and includes major institutional clients such as South Carolina Retirement System and CalPERS, both of which recently sought advice on withdrawing from a number of commingled hedge funds, as well as on establishing several new global captive hedge funds. The practice also represented eight leading insurers on their fund-of-funds workout with Tremont and the Madoff trustee, and assisted Morgan Stanley with its $125m global captive hedge fund investments. Louis Singer and Jedd Wider jointly head the team and are ‘extremely hardworking: working extraordinary hours and through complex issues to reach a reasonable conclusion’.

Paul, Hastings, Janofsky & Walker LLP’s six-partner group focuses on high-end, innovative representations for a mix of start-up fund managers and deeply entrenched institutional sponsors and investors, and this approach saw it report a rise in new fund formations, product re-launches and M&A towards the end of 2010. The US hedge funds team is mainly concentrated on the West Coast, but the firm’s global capability is a particularly big draw, and the practice advises US and non-US private investment funds as well as sovereign wealth funds on investing in alternative funds. While it does not seek to compete in terms of sheer volume of work, the practice is excellent for bespoke funds. Demonstrating the cross-border, cross-practice capabilities the practice brings to bear, 2010 saw it advise Passport Capital on all aspects of its private fund manager business, as well as its role as an activist investor. This included the hostile ouster of the management of JSM Indochina, an AIM-listed company, in a public proxy contest. It also advised Trust Company of the West with respect to the structuring, funding and launch of a private fund that participated in the new US TALF loan program investing in asset-backed and mortgage-backed securities, which raised over $350m. Michael Rosella heads the investment management team from New York, while San Francisco-based Mitchell Nichter leads on hedge fund matters.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has made a concerted effort to focus on high-value, large funds, eschewing cookie-cutter representations. Its strength in private equity is mirrored by its hedge fund capability, which affords the team the ability to work equally well on traditional or hybrid fund structures. It is ably supported by a leading investment management merger and acquisition team led by asset management M&A expert Robert Goldbaum. While sector consolidation and restructuring has been the order of the day since 2008, the tail end of 2010 saw a small rise in new fund formations, particularly for investments in distressed assets and Asian markets. The group advised Wellspring Capital Management on the formation and final closing of Wellspring Capital Partners V, with $1.2bn of capital commitments marking Wellspring’s largest fund to date. It also advised BlackRock on forming BlackRock Asian Credit Hedge Fund, which was formed to trade corporate bonds in Asia. Other fund clients include Blackstone Group, KPS Capital Partners and Clearlake Capital Group. Deputy corporate chair Marco Masotti and investment management practice head Robert Hirsh constitute ‘a formidable combination’ when it comes to hedge fund matters.

Proskauer Rose LLP ‘provides an excellent level of service in this area, which sets it apart from other mid-sized hedge fund firms’, with investor-side and VC capabilities particular standouts. While the team is small, its three partners and five associates collectively draw praise for their ‘efficiency, responsiveness and extremely solid knowledge base – they are conservative in their approach, but will generally give you the lay of the land and all relevant options’. While its strengths on the investor side are widely reported, it also has a considerable and growing reputation for sponsor-side representations for clients such as Apex Capital Management, Alpine Associates, Atlantic Investment Management, Bay Harbour Management and Helios Advisers. 2010 saw a shift to more prototypical hedge fund work as well as an emphasis on new hybrid structures. Highlights included advising Castle Hill Asset Management, a new asset manager, on its spin-off from Axial Investment Management and the formation of two new funds. It also advised hedge fund manager Spectrum Management Group, a longstanding client, on the creation of new onshore and offshore hedge funds for a single large institutional investor. Chris Wells heads the practice and is ‘top-notch on all fund-related matters and structuring’, while ‘rising star’ Amanda Nussbaum ‘is the go-to person on the tax side’.

San Francisco-based Shartsis Friese LLP has the West Coast ‘locked down when it comes to VC and new hedge fund startups’. The eight-partner investment management advisory group has the depth of expertise to cover a spread of transactions for entrepreneurial startups, the practice’s specialty and core strength, and also for major institutional sponsors. Its client list includes $1bn-plus entities such as Cavalry Asset Management, Pring Point Capital, Osterweiss Capital Management, and Weintraub Capital Management, alongside new fund formations for startups. What the team lacks in size it more than makes up for in partner-led client interaction, with clients praising the ‘level of attention paid by partners’. The team’s track record includes advising on managerial succession issues and partnership disputes as well as standard fund formation issues. Neil Koren and tax specialist Geoffrey Haynes are recommended.

Skadden, Arps, Slate, Meagher & Flom LLP has developed a solid reputation as ‘one of the best firms for hedge fund M&A’. Special mention is reserved for ‘innovative’ lead partner Philip Harris, whose regulatory and transactional expertise on international and US structures attracts a prominent array of leading hedge funds. While its core reputation lies on the transactional side, it also has an excellent fund formation offering: for example, 2010 saw the practice advise Fortress Investment Group on the formation and capitalization of Fortress Credit Opportunities Fund. It also advised Citigroup in connection with SkyBridge Capital’s definitive agreement to acquire the fund-of-hedge-funds, seeding and hedge fund advisory businesses from Citi Alternative Investments. In addition to his transactional expertise, Harris has extensive experience in crisis management, advising on crisis situations involving private funds such as Durus and Amaranth as well as the Madoff fallout.

Stroock & Stroock & Lavan LLP has a ‘small but budding practice’, which caters to a broad client base of hedge funds, as well as having a pre-eminent funds-of-funds practice acting for longstanding clients such as UBS, Central Park Group and Ramius. The last two years have seen the practice’s focus shift towards the distressed arena, in keeping with the market’s appetite for those types of assets. In addition, it has played an active role on macro funds, feeder funds, funds of funds, seed arrangements and managed account platforms for clients such as Mizuho Alternative Investments, SkyBridge Capital and JPMorgan Asset Management. It advises hedge fund managers on regulatory compliance and on providing sufficient liquidity to satisfy investor demand, including pay-to-play initiatives. Jeffrey Uffner heads the practice from New York.

Weil, Gotshal & Manges LLP’s ten-partner team routinely advises on a broad range of hedge and alternative fund matters, including public and private acquisitions, restructuring, PIPEs and minority investments, and can call on its wider European and Asian network on cross-border matters where necessary. Its client base includes some 20 blue-chip hedge funds, with prominent names such as DE Shaw and Eton Park showing that this practice can stand alongside the firm’s renowned private equity practice. The team has a deliberate focus on sizeable, complex transactions and advised on some key deals in 2010: for example, it acted for UK-based asset management firm Man Group on its acquisition of GLG Partners, effectively creating a hedge fund giant managing $63bn in assets. It also represented Harbinger Capital Partners in the take-private transaction of LightSquared, a $1.85bn mobile satellite services provider, and advised Fortress on restructuring Florida East Coast Industries’ $1.6bn debts, one of the largest out-of-court restructurings in 2010. Boston-based Joseph Basile co-chairs the practice alongside Doug Warner, who operates out of New York alongside the majority of the US team. Jeffrey Tabak is also recommended.

The ‘indispensable’ investment management team at WilmerHale delivers ‘outstanding levels of service in its core investment fund formation regulatory compliance competencies’. It fields a number of attorneys with prior experience in the investment management division of the SEC, giving the practice valuable knowledge on asset management regulatory issues. This expertise saw the team called on to advise State Street Bank and Trust Company and State Street Global Advisers on a case brought by the SEC alleging improprieties in the management of various bank funds that resulted in the loss of hundreds of millions of dollars in sub-prime investments. The case resulted in the second-largest settlement by dollar value of any case brought by the SEC in 2010, and addressed a number of issues relating to the duties of an investment manager allocating separate account assets among funds. It also provides securities regulatory advice to a client base that includes broker-dealers and investment consultants such as Citadel Advisors and Barclays Global Fund Advisors. James Anderson heads the practice from Washington DC, while Boston-based partner Leonard Pierce is considered a ‘trusted adviser whose business acumen, expansive knowledge, calm demeanor and uncanny precision forms the bedrock for the rest of the team’.

Bingham McCutchen LLP’s strengths traditionally are geared towards the registered funds market, but the firm has steadily developed a reputation as a ‘quiet market leader’ for hedge and alternative funds. It has a sponsor-side client base that includes Gottex Funds, Icahn Capital, Henderson Global Investors, Threadneedle, Common Sense Investment Management, Guggenheim and TT International. It is routinely called on to provide fund formation advice for both US-focused platforms and emerging market funds, and provides ‘an excellent level of performance across all key service criteria’, with ‘a level of responsiveness that outdoes the top law firms’. Highlights for 2010 included advising the management entities of the Gracie Credit funds on selling its business to Moelis & Company, and representing Matrix Redux Emerging Markets Fund – a joint venture between Redux Research and Matrix Alternative Asset Management – on its launch. The group also represented TT International on launching several hedge funds using a Cayman master/feeder structure. Thomas John Holton is ‘a gifted lawyer who dependably combines high-quality advice, a depth of practical legal knowledge and experience with superlative client service’. The international scope to his practice is supplemented by the US funds capability of the ‘terrific’ Richard Goldman.

Cadwalader, Wickersham & Taft LLP’s investment management practice received a substantial boost following the arrival of ‘big-picture strategic thinker’ Drew Chapman and his funds practice from DLA Piper LLP, bringing with him a reputation for ‘fantastic client service, great depth of knowledge in the alternative investment field, and a dedicated, creative and smart team’. The group’s five partners focus primarily on hedge funds, but operate within the wider financial services department and are able to bring to bear the firm’s broader resources and expertise in prime brokerage, derivatives and regulatory compliance where necessary. Despite its relatively small size, the practice attracts some of the largest hedge funds and asset management firms, as well as financial institutions and insurers, and on down to mid-size firms and emerging managers with growth potential. The team’s regulatory capability, coupled with its expertise on esoteric products and fund structures, means it is routinely called on to advise on complex high-end transactions. For example, in 2010 it advised an alternative asset management firm with $12bn of assets under management on its participation in the US Department of the Treasury’s public-private investment program, which involved the launch of a fund to acquire toxic assets from financial institutions. It also advised an investor group and the joint official liquidators on the seizure of control of a hedge fund from its investment manager and represented a multibillion-dollar hedge fund in connection with its global restructuring.

Debevoise & Plimpton’s investment management practice ‘may be better known for its private equity capability, but the hedge fund team is also quite good’. Lawyers in London and Frankfurt lend the two-partner US team an international footprint. Utilizing the firm’s regulatory, tax structuring and structured products expertise, the practice has the capability to advise on transactions or the formation of complex fund and funds-of-fund structures for investment boutiques or major institutions such as AIG. Past experience has included advising on the acquisition and sponsorship of high-yield hedge funds and funds-of-hedge funds for Mackay Shields, Morgan Stanley and Credit Suisse First Boston, as well as advising Tudor Investments and individual asset managers on a joint venture primarily focusing on arbitrage. New York-based Byungkwon Lim leads the team, with Kenneth Berman in Washington DC providing regulatory compliance advice.

Linklaters’ presence in the UK and internationally is widely regarded as unparalleled in the alternative investment management space, and its US practice has made good progress; New York-based Scott Bowie was recently appointed as global head of the investment management group. The team’s work is dominated by representing its enviable private equity client base on their alternative and hybrid fund structures, and its particular focus on complex, high-end matters saw it at the forefront of key market trends in 2010, such as the resurgence of the secondaries market. KKR has long been a key investment management client for the firm, and in addition to KKR’s extensive private equity requirements, the group advised on the structuring, formation and regulatory approval of an alternative investment vehicle organized as an Irish investment limited partnership for the purpose of investing in Australia. Other key clients include Blackstone and Fortress Investment Group, while its institutional investor track record includes representation of Goldman Sachs and Credit Suisse. It also advised Longroad Asset Management on forming a private investment fund to invest in loans, notes, bonds and other debt and equity instruments of financially distressed companies. A 26-attorney team supports Scott Bowie, Stephen Culhane and Lorna Bowen in New York.

Simpson Thacher & Bartlett LLP’s ‘private equity practice has no peers’, and the eight-partner team has used this reputation to build a broader private funds practice with expertise on hedge and alternative funds, often representing clients that are subsidiaries, affiliates or spin-offs of its private equity investment clients. The practice’s dual private equity and hedge fund capability means it is ideally placed to advise on hybrid fund structures. It is a heavily sponsor-oriented practice, with key clients in 2010 including Advantage Partners, Blackstone and Primus Pacific Partners, although it also handles investor-side representations for clients such as Citigroup. Defining factors of the team’s success include ‘consistently outstanding work with true experts in the field who make clients their top priority’, which feeds into the high-end nature of the work. Regulatory compliance and restructuring remained a major source of work in 2010, although the end of the year marked a slight increase in M&A work for institutional sponsors. The ‘smart and hardworking’ Michael Wolitzer is considered to be ‘in a class by himself’.

Dechert LLP is roundly considered ‘a dominant player in investment management, with a huge presence in the mutual funds sector’. 25 partners spread throughout Washington DC, New York and Boston make mutual funds their primary focus, with each one offering ‘great depth of knowledge and team strength for all matters but particularly for 1940 Act issues’. Internationally some 140 lawyers help generate the critical mass the team needs to cater to its client base of 50 mutual fund groups, with some of the top clients managing assets ranging from $100bn to $1.5 trillion. The team’s ‘first-class representation’ spans fund formation, regulatory compliance and litigation, with a track record of involvement in cutting-edge products and cases. On the contentious front, the team provided an amicus curiae brief in the US Supreme Court case Janus Capital Group v First Derivative Traders, a case relating to the proper scope of the implied private right of action under section 10(b) of the Securities Exchange Act 1934. It also represented the Investment Company Institute as amicus curiae in In Re Charles Schwab Corp Securities Litigation, which presented serious questions regarding the ability of a fund to change or interpret a fundamental policy on concentration of investments. Highlights for new clients included serving as counsel to a family of 84 funds sponsored by a leading brokerage firm, and advising an investment banking/brokerage firm on acquiring an investment adviser with a portfolio of mutual funds, private funds and separate accounts. Following the significant expansion of the team in 2009, 2010 saw it promote to partner Thomas Bogle and Kevin Cahill, and hire Holland West, former global head of hedge funds and structured finance at Shearman & Sterling LLP. The group’s ‘extremely capable, experienced and professional attorneys’ are widely praised, with special mention reserved for co-chairs Robert Helm and Joseph Fleming, as well as Ruth Epstein and ‘go-to lawyers’ Sander Bieber and John O’Hanlon, who give ‘crisp, reliable advice’.

K&L Gates fields 65 investment management partners globally, the vast majority of which are spread across its US offices, and it has an eminent reputation for 1940 Act and broader regulatory matters. Its strong focus on client service has endeared it to funds and independent directors, who also value the ‘strength in depth’ of the team, as well as its ‘timely responses and analysis’. Following its absorption of Bell, Boyd & Lloyd in 2009, 2010 saw the practice bedding in and solidifying its significant transactional and regulatory capability, with closed-end funds and ETFs being a particular area of focus. The group acts as fund counsel to all US-registered investment companies sponsored and advised by John Hancock Investment Management Services and its affiliates, with aggregate assets under management of more than $110bn. The work for this client encompasses preparation and review of routine regulatory filings, board materials and fund reorganizations as well as litigation, reflecting the full scope of the team’s capabilities. It also serves as counsel to Federated Investors, a mutual fund sponsor with over $400bn in assets under management, for which it acted on the acquisition of the assets and clients of Putnam Prime Fund, an institutional money-market fund. Other clients include AXA Equitable Life Insurance Company, Lone Star Funds and Prudential Mutual Funds. Boston-based Michael Caccese leads the practice, while Mark Goshko is considered a leading light in the mutual funds industry. Thomas Hickey and Mark Amarosi are also recommended.

Morgan Lewis’ team is ‘practical, cost-effective, and has extensive investment management industry expertise’, with particular mention made of its ‘incomparable ETF experience’, where it represents 48 of the top 50 open-end ETFs ranked by total assets. 45 attorneys focus on the registered funds industry, and clients remark that the group’s ‘long-term view of the business’ is one of its key attractions. These clients include nine of the ten largest money managers, and major industry associations such as the Investment Company Institute and the Bank Insurance & Securities Association. The practice, which brought 41 new funds to market in the first nine months of 2010, is considered ‘forward-thinking and experienced, providing preventative advice and counsel where necessary’. On the ETF front, the group advised on the initial launch of the US One Fund, an actively managed ETF of ETFs, and completed the launch of Schwab’s new family of ETFs. Other ETF-sponsor clients include State Street Global Advisers, Rydex and Wisdom Tree. 2010 also saw the team appointed as counsel to the BBH Trust, which involved registering a new retail fund class of BBH Core Select, which marked the client’s first entry into retail sales of its funds. In an indication of the group’s regulatory expertise, it obtained no-action relief from the SEC for American Capital, permitting this longstanding client to adopt a shareholder distribution policy that would otherwise have been prohibited under the Investment Company Act. Clients are quick to highlight the ‘level of experience and depth of the team’ as a whole, with W John McGuire’s ‘very deep knowledge of ETFs’ and ‘experience, leadership and support’ considered an invaluable resource by clients. Washington DC-based Thomas Harman, whose former role as chief counsel to the SEC ‘provides him with a great resource of knowledge and insight on regulatory issues’, also draws praise, as does New York-based team head Steven Stone. Christopher Menconi in Washington DC was promoted to partner.

Ropes & Gray LLP has ‘an excellent investment management practice with a great deal of depth in the mutual funds space’. Investment management is the core focus of 150 lawyers nationally, with a team of 25 partners providing corporate and securities advice to a client base that includes independent trustees to funds belonging to Schwab and Dodge & Cox, and to registered funds from Allianz Funds, Natixis and Loomis Sayles Funds. The team’s expertise spans the breadth of registered funds matters, from corporate advice and restructuring to regulatory compliance and litigation. It achieved a significant victory for Harris Associates, manager of the Oakmark family of mutual funds, in a US Supreme Court Case regarding the standard for determining how “excessive fee” claims against mutual fund advisers will be litigated. The court upheld the current standard and rebuffed attempts by plaintiffs’ lawyers to encourage increased judicial scrutiny of fees. Recent transactional highlights include advising Columbia Funds on Ameriprise Financial’s $1bn acquisition of the long-term asset management business of Columbia Management. Following the transaction’s completion, the team has continued to represent both the target and the acquirer’s funds on more than 90 fund reorganizations. It also advised Natixis Global Asset Management, Loomis Sayles & Company, and AlphaSimplex Group on the design, launch and operation of two open-end mutual funds that use complex derivative strategies to pursue their investment objectives. It has also been involved in the highly popular ETF market, representing the independent trustees of Market Vectors ETF Trust, considered to be one of the more innovative ETF providers, on the organization of its $13bn complex of over 30 funds. ‘Thorough analysis and excellent business acumen’ are two of the practice’s characteristics highlighted by clients. Boston-based investment management head John Loder has a ‘sharp, commercial eye’. In the same office, Gregory Sheehan and Susan Johnston are also recommended, as is New York office head Bryan Chegwidden.

Willkie Farr & Gallagher LLP’s investment management team is a subset of its wider asset management group and is noted for its ‘strong domestic offering’ for mutual funds work, with a particular emphasis on regulatory compliance and 1940 Act advice. It is highly active on the transactional side, with its representation of Brookfield Asset Management on its $1.7bn acquisition of an additional interest in General Growth Properties demonstrating its capabilities on major fund-related acquisitions. It also advised Morgan Stanley Investment Management in connection with a nine-investor acquisition of $350m of shares in Better Place, a start-up company that is the world’s leading electric vehicle service provider. Asset management group head Barry Barbash advised on that deal, and is considered a market leader in the registered funds space; he is a former director of the SEC’s Division of Investment Management. The group also serves as fund counsel to Reserve Primary Fund and recently advised Ares Capital on its $648m acquisition of Allied Capital.

Bingham McCutchen LLP’s 40-lawyer investment funds practice ‘exhibits strong knowledge of the federal securities laws and how mutual funds and their securities should view those laws, rules and regulations’, making it a key outfit in the registered funds space. The practice covers commingled investment funds of almost every stripe, including registered mutual funds, closed-end investment companies, ETFs and variable insurance products. In line with its broad capability and reputation for being ‘one of the best in the industry’, the practice advises some of the largest investment management and financial services organizations, including American Funds, Fidelity Investments and Fidelity International, Goldman Sachs Asset Management, Legg Mason Funds, Pioneer Investments and Transamerica Funds. Representative highlights include acting as fund counsel to Legg Mason Partners Funds’ 54 money-market mutual funds with assets of over $96bn in assets under management. It also advised Pacific Capital Funds on reorganizing five Bank of Hawaii proprietary mutual funds into two other unaffiliated fund groups, and the subsequent liquidation of the remaining seven funds. Although new fund formations were relatively few in 2010, the team still advised Capital Private Client Services Funds on creating a new fund group and Investment Managers Series Trust on the creation of 18 new fund series sponsored by UMB. Practice group leader Roger Joseph is ‘thorough and presents his views in a very constructive way’, and is ‘one of the leaders in the legal community’. Lea Anne Copenhefer is ‘very knowledgeable and measured as to how she approaches conflicted issues’, while collectively the team ‘addresses issues head on but does it in a way that the client does not believe they are trying to run their business’.

‘A pleasure to work with’, Drinker Biddle & Reath LLP ‘measures up well with any of the other large law firms in the US that have a mutual fund regulatory practice’. Nine partners provide investment management advice to more than 25 mutual fund families and a broad pool of investment and commodity trading advisers, broker-dealers and insurers. It is a core practice area for the firm, with clients noting that ‘the value proposition is outstanding. It understands the law, it establishes strong personal relationships and its pricing is reasonable’. The group’s ability to work across several sectors and funds markets has placed it in a strong position to take advantage of the growing use of closed-end funds investing in hedge funds and alternative products. For example, it advised on negotiation and implementation of the restructuring of Hatteras Alternative Mutual Fund complex. 2010 saw it pick up new client representations, with FEG Absolute Access Fund appointing the team to advise on its registered fund-of-funds platform. The practice also acted for new client nTrust ETFs on forming a new ETF and represented Northern Funds on negotiations with the SEC to obtain first-of-its-kind relief from the Investment Company Act to permit directors to invest in sub-advisers of multi-manager mutual funds. In Philadelphia, practice head Michael Malloy is highly rated and ‘focuses on the long term’. He and Joshua Deringer ‘have established an excellent level of professional chemistry between themselves and among us’. Both have ‘the ability to explain complex matters in readily understandable terms, and are completely familiar with the legal subject matter applicable to the mutual fund industry’. In addition, Diana McCarthy is ‘an excellent ’40 Act/securities attorney, and is a pleasure to work with. She is very knowledgeable in the field and is usually able to explain concepts in layman’s terms’. Washington DC-based Mark Costley is a broker-dealer expert.

Providing a ‘good overall level of service, with solid knowledge and business acumen’, Goodwin Procter LLP’s five-partner investment management team acts for a number of leading institutional funds and as counsel to independent directors. The team’s ‘level of understanding and expertise on broker-dealer, mutual fund and general securities matters is first-rate’, and its broad spectrum of work for registered funds gives the team a strong perspective on corporate governance issues, an increasingly valuable asset in the light of greater regulatory scrutiny. It serves as fund counsel to the independent directors of ING’s complex of funds, and during 2010 advised on forming new funds, merging and liquidating existing funds and updating registration statements to address new disclosure requirements. It also acted as special litigation and regulatory counsel to the independent trustees of the Reserve Funds, providing assistance on a broad range of litigation and regulatory issues arising from the failure of the Primary Reserve Fund, a money-market fund, to maintain a constant dollar value. The team also acts as fund counsel to the independent trustees of the Eaton Vance complex of funds and the Van Eck family of funds; duties recently included advising the former on its investigation and response to several shareholder demands and on derivative and class action lawsuits filed by shareholders. In addition to the practice’s substantial suite of registered funds clients, the team also advises a broader range of service providers in the mutual funds industry, including securities lending agents such as the Bank of New York Mellon and State Street Global Advisers. Boston-based Philip Newman heads the practice and is ably supported from Washington DC by the ‘particularly knowledgeable and helpful’ Marco Adelfio and Christopher Palmer, who is ‘very accessible, and an absolute pleasure to work with’.

Kramer Levin Naftalis & Frankel LLP’s high-end investment management practice ‘has deep knowledge of the mutual funds industry and provides its services comprehensively and promptly’. Based in New York, the team draws sophisticated representations from market-leading fund complexes and independent directors, including four of the 20 largest fund complexes in the industry. Its client base includes independent directors of JPMorgan, Invesco, Morgan Stanley, OppenheimerFunds, First Eagle and ProFunds/ProShares’ fund complexes; it also advises a number of these same clients on money-market fund issues. Highlights for 2010 included advising the independent trustees of Invesco Funds with respect to Invesco’s acquisition of controlling interests in some of the Morgan Stanley and Van Kampen funds, which aggregated approximately $120bn of assets. The team also represented the independent trustees of Morgan Stanley Funds on restructuring its retail funds and their subsequent transfer to Invesco. ‘All the attorneys provide great depth of knowledge and exhibit good judgment’, with co-chair Carl Frischling singled out for his ‘grounded ability to understand business-based analysis and apply it to the legal and regulatory framework without being blinkered by the statute-driven nature of the business’. Susan Penry Williams is also highlighted as giving ‘unfailing good service; she has very good industry knowledge and gives good advice’. Jay Baris recently left the practice to join Morrison & Foerster LLP.

Paul, Hastings, Janofsky & Walker LLP is ‘excellent for ’40 Act matters; better than many other firms in the mutual funds sector’. Its practice runs the gamut of investment management advice, acting as counsel to open-end and closed-end funds, fund advisers, independent directors, administrators and underwriters. Its expertise extends to fund mergers and reorganizations, as well as SEC inspection issues, and the group works closely with broker-dealers who sponsor and underwrite unit investment trusts. Consolidation was a continuing theme for 2010, with highlights including acting as counsel to Morgan Stanley’s unit investment trust on regulatory issues arising from the sale of its asset management business to Invesco. Following the sale, the practice was subsequently retained by Invesco to advise on a new strategy from a compliance and regulatory perspective. It also advised Brookfield Investment Management on multiple litigation matters related to its takeover of Morgan Keegan Asset Management’s open and closed-end funds, which were concentrated in the mortgage-backed securities sector and suffered significant losses as a result. The team’s work included advising the funds on the ramifications of the prior auditor’s withdrawal of its audited financial reports and opinions for the last four years based upon facts uncovered during a related SEC investigation. On the fund formation front, the practice acted for Reich & Tang Asset Management on the creation and registration of an institutional money-market fund to complement its existing retail money-market fund complex. Domenick Pugliese ‘delivers excellent service’, while investment management head Michael Rosella is also ‘very good’.

Sidley Austin LLP has ‘a premier capital markets and broker-dealer advisory practice’, quality which infuses the investment management practice, which has five partners specializing in registered and mutual funds. The mutual fund expertise exhibited by this ‘small but high-class’ team is highly valued, and it acts as counsel to BlackRock Advisers on its fund formation matters, including 11 new mutual funds since 2009. It also advised Mirae Asset Global Investments on the expansion of its US investment management business through the organization, registration and launch of Mirae Asset Financial Group. Commodities and ETFs were two key trends in 2010, and the team capitalized on that by filing registration statement for new commodity futures-based ETFs: two for Jefferies Commodity Investment Services, five for Factor Capital Management and one on behalf of BNP Paribas. The team pioneered this niche area with its work on the launch of the first commodity futures-based ETF for Deutsche Bank. In addition to its mutual fund client base, the team also has a core strength advising underwriters such as UBS, Bank Of America Merrill Lynch, Citigroup, Morgan Stanley and Wells Fargo on equity offerings of registered funds, including most recently the $500m IPO by Kayne Anderson Midstream/Energy Fund. John Mackinnon and Frank Bruno are both highly recommended.

Simpson Thacher & Bartlett LLP ‘provides outstanding service for ’40 Act matters’, and ‘thoughtful, constructive and forward-thinking legal and structuring advice’. Clients cite the firm’s ‘longer history and broader global footprints’ as key factors in its gaining a competitive advantage over many other practices. The team handles both sponsor and underwriter representations on public offerings, M&A and regulatory compliance matters. Although there is some concern that reliance on one specialist partner inhibits the practice’s scope, the group works closely with private funds, tax and general capital markets and M&A colleagues, and offers ‘depth within the franchise that enables it to commit a full complement of resources to each transaction’. Highlights for 2010 included advising ClearBridge Energy MLP Fund in connection with its $1.27bn IPO, which was the largest offering of a closed-end fund in the previous three years to June 2010. It also advised Ameriprise on its $1bn purchase of the long-term asset management business of Columbia Management from Bank of America. It has also been advising underwriters on business development company offerings, including Apollo Investment Corporation’s $186m offering of common shares in May 2010. Other clients include the independent trustees of Allianz Funds, Blackstone Asia Advisors, Citigroup Global Markets, Legg Mason Closed-End Funds, and Wells Fargo Securities. Practice head Sarah Cogan is ‘a valuable partner because of her firm grasp of the commercial issues and of the evolving framework of rules and regulations’. Also recommended are the ‘responsive, even-handed’ Andrew Keller and Joseph Kaufman, who gives ‘thoughtful oversight and value-added commentary’.

Stradley, Ronon, Stevens & Young fields 43 attorneys in Philadelphia and Washington DC, all focusing in on mutual funds, money-market funds and ETFs. It has a long history in the sector, dating back to the establishment of one of the first mutual funds in the US, and now advises more than 700 separate funds, with combined assets under management nearing the trillion-dollar mark. In 2010, the team represented a fund complex on a major restructuring of its mutual fund lineup, which required the reorganization of over 70 open-end funds and one closed-end interval fund, as well as the liquidation of several open-end funds. It also has significant offshore structuring expertise, and recently launched several first-to-market developing country exchange-traded funds, including ETFs investing in India through a Mauritius subsidiary. With the regulatory landscape shifting significantly in 2010, the team has worked extensively with a number of money-market fund sponsors to develop policies, procedures and board reports for their portfolios to address these evolving regulatory requirements. These included stress tests and procedures to identify shareholders whose redemption needs might adversely impact the fund. It also assisted industry groups in interpreting the regulatory amendments and sought interpretations from the SEC. Bruce Leto heads the investment management group and delivers ‘solid, reliable advice’.

Davis Polk & Wardwell LLP’s investment management practice spans hedge and private equity funds, and also has a significant and growing profile in the registered funds space. The group provides ongoing advice to seven registered fund complexes with aggregate assets of over $125bn, and has developed a particular strength in the ETF sector with 2010 seeing it become counsel to the SPDR S&P 500 ETF Trust, the world’s largest ETF. It also provides ETF advice to major investment banks such as Deutsche Bank, UBS, Credit Suisse and Société Générale, and provides regulatory advice to the NYSE on all listed ETFs. The firm’s ability to work across fund types has meant it is increasingly in demand due to the ever-growing hybridization of funds. In 2010, it advised two large hedge fund managers on forays into the registered funds space: it represented Avenue Capital Group on launching a registered funds business and FrontPoint Partners on forming a registered fund of FrontPoint hedge funds sponsored by Central Park Group. It also provides 1940 Act counsel to The Japan Fund, the world’s first and oldest Japanese equity fund. Nora Jordan and Gregory Rowland both provide transactional, restructuring and asset management advice.

Shearman & Sterling LLP’s asset management practice fields three US-based partners and six associates specializing in registered funds, who are supported by 30 partners worldwide. Although modest in size, this dedicated team has a broad range of expertise and experience representing clients ranging from blue-chip independent fund families to some of the largest financial services companies worldwide. It has a sophisticated regulatory capability, with the team acting on a groundbreaking SEC no-action letter for Fortis Investment Management that allowed Fortis to continue to serve as investment adviser to its US mutual fund clients, notwithstanding the nationalization of Fortis. More recently, the team has been negotiating on behalf of a derivatives clearing house to expand access to its registered funds users. Transactional highlights from 2010 included representing First Eagle Funds on organizing a special purpose subsidiary to engage in gold bullion investing, and advising CAI Multi-Adviser Hedge Funds Portfolios, one of the largest registered fund-of-hedge funds on its transition to Skybridge Capital after its purchase of the Citigroup business line. It also provides advice to the independent trustees of JPMorgan Alternative Asset Management, Rochdale Funds and Victory Funds. New York-based Nathan Greene and Paul Schreiber co-chair the practice, with newly promoted partner Russell Sacks providing regulatory and formation advice to broker-dealers.

Skadden, Arps, Slate, Meagher & Flom LLP’s ‘small, but enthusiastic’ practice advises fund complexes and underwriters in connection with the creation, structuring, offering, operation and regulation of registered investment companies and business development companies. In line with the firm’s preeminent reputation for M&A, investment management partner Richard Prins acted for Prospect Capital Corporation on its acquisition of Patriot Capital Funding and subsequent public offerings. The team also acted for BlackRock in the sale to third-party investors of $2.8bn of common and preferred stock, as well as advising THL Inc, a business development company on its $200m IPO. Other clients include AG Edwards closed-end funds, Guggenheim closed-end funds, UBS, Third Avenue Funds and Apollo Investment Corporation.

Stroock & Stroock & Lavan LLP represents more than 700 mutual funds, closed-end funds and ETFs with more than $1 trillion in assets under management, belying the firm’s reputation as a ‘chop shop’ for registered funds. Indeed it is one of the most active registered funds practices in the industry, with experience as counsel to investment companies and independent board members such as Apollo, Bank of America, Barclays, Baron, BNY Mellon and Cohen & Steers, as well as the registered funds they advise. Regulatory compliance has been a key driver of the practice’s workflow, acting for the independent board members of Carlyle Capital Corporation, Western Asset Premier Bond Fund and the Van Kampen family of funds. New York-based Stuart Coleman chairs the investment management group.

Vedder Price’s Chicago-centered fund formation team comprises ten shareholders, two counsel and eight associates, and is headed by ‘bona fide ’40 Act specialist’ David Sturms. Combined with Cathy O’Kelly’s regulatory expertise, the pair attracts a prominent array of registered funds and institutional advisers: these include Activa mutual funds, Legg Mason funds, Nuveen open and closed-end funds, Oak Associates funds, Utopia funds, INVESCO Institutional, UBS Alternative Product Group and Northern Trust Investments. It also handles broker-dealer representations for Harris Investor Services, Oberweis Securities, Wayne Hummer Investments, and Arbor Research and Trading.

WilmerHale’s presence in the registered funds arena concentrates primarily on the contentious side and regulatory counseling, although it has broader registered fund formation expertise. The team is spread between Washington DC, where practice head James Anderson is based, and New York, and advises registered investment companies and their directors, investment advisers and broker-dealers. 2010 saw the team advise State Street Bank and Trust Company and Global Street Advisers on a case brought by the SEC alleging improprieties in the management of various bank funds resulting in the loss of hundreds of millions of dollars in sub-prime mortgage investments. The case was ultimately settled for what was the second largest settlement by dollar volume of any matter brought by the SEC in 2010. It also provides regular advice to Lazard Asset Management on securities regulatory matters pertaining to its asset management business.

Debevoise & Plimpton is widely regarded as ‘one of, if not the, most experienced law firms in fund formation’, and it enjoys a reputation for ‘world-class responses with in-depth knowledge of the trends governing the private equity industry’. 50 US-based attorneys devote their efforts to private equity fund formation, and the practice can draw on 200 lawyers globally. The group has a 30-year track record advising on fund formation on the GP and LP side, and is ‘highly integral to private equity firms’ LP relations efforts’, exhibiting capability that extends beyond standard fund management to encompass M&A, tax and ERISA. During 2010, it advised Prudential Capital Group on raising $965m for mezzanine investments and closed several significant buyout funds for longstanding clients Clayton, Dubilier & Rice and Morgan Stanley Capital. For the former, it formed a $5bn buyout fund, which was the largest private equity fund closed in the fourth quarter of 2009. Distressed debt fundraising remained a key theme, with the team representing Oaktree Capital Management on closing a $4.5bn global distressed debt fund, which was the largest such fund closed as of October 2010. This ‘extremely responsive team is always willing to go the extra mile’, according to clients who ‘can’t speak more highly’ of practice co-chair Michael Harrell and corporate partner Jordan Murray, who is ‘extremely capable, detail-oriented and a great negotiator’. Praise for ‘star’ partner Erica Berthou is equally vociferous: ‘she is extremely responsive, very practical when it comes to application/interpretation of legal matters, and a very strong negotiator of our terms with prospective investors’. Sherri Caplan is ‘also a strong performer who knows the market very well and is effective working with new funds’.

Kirkland & Ellis LLP has long held the rarefied position of being many firms’ ‘go-to deal counsel for strategic private equity advice’, with the team representing more than 215 private equity firms across the full range of industries and values, from mid-market to mega buyout funds, LPs and secondary funds. This New York and Chicago team offers ‘great depth of specialist expertise’, and has an ‘ability to bring innovative solutions to roadblocks and to always approach each transaction with a commercial mindset’. During 2009 and 2010, it advised on 155 funds closed or in the process of closing, with 2010 seeing it advise Madison Dearborn Capital Partners on a buyout fund with $4.1bn in capital commitments, which was the largest fund to hold a final closing in the second quarter of 2010. It also advised Vestary Capital Partners on a buyout fund, which involved a complex general partner structure due to the cross-border nature of the fund. It has also been active in the popular and burgeoning energy sector, advising Energy Capital Partners on a $4.4bn energy infrastructure fund that held its final closing in August 2010. It also handles LP representation for an institutional investor client base that includes Invesco Private Capital, Morgan Stanley AIP and the Government of Singapore Investment Corporation. While ‘all partners are very good, extremely knowledgeable and skilled in negotiating’, clients are quick to highlight recent arrival Walter Holzer, who joined the practice in May 2010 having previously headed Jones Day’s private equity practice in Chicago. His fund-related M&A expertise makes him ‘first choice on deals; he is a truly exceptional businessman’s attorney. He has a great grasp of both legal theory and business’. Chicago-based practice head Bruce Ettelson is a leading figure in the private equity funds space, while New York-based Andrew Wright is ‘always available and willing to go the extra mile to deliver a high-quality work product’.

Simpson Thacher & Bartlett LLP is ‘typically at the top of the list for fund formations matters’, and is roundly considered one of the premier private equity fund practices in the US. Its ‘exceptional service’ arises from ‘an extremely deep talent pool working on fund formation and related matters’, with eight partners focusing on private equity matters. Indeed, clients note that its ‘expertise far exceeds our expectations at every level’, and the practice has amassed one of the most enviable client rosters in the industry, including names such as Blackstone/GSO, KKR, Primus Pacific Partners, Carlyle, Blum Capital and Apax Partners. Highlights for the practice included advising on the formation and closing of First Reserve XII, a $9bn fund making investments into the energy sector, and on Hellman & Friedman Capital Partners VII, which was the largest fund raised in 2009 at $8.8bn of capital commitments. It also advised Blackstone on acquiring a 40% stake in Patria, Brazil’s leading alternative asset manager, giving the longstanding client a strategic foothold. Thomas Bell and Glenn Sarno collectively ‘bring extensive experience and a wide client base which is invaluable in predicting industry movements’, while Jonathan Karen is ‘excellent on fund formation matters’, ‘extremely diligent, executes quickly and is always available’. John Hart is ‘excellent for related tax matters’. New York-based Michael Wolitzer also has a formidable reputation in the private funds space.

Goodwin Procter LLP has a broad practice that runs the gamut from mid-market buyout funds – its core representation – to smaller, VC-oriented clients and real estate private equity funds. 17 partners in Boston, New York and Silicon Valley advise clients including Leeds Equity Partners, LLM Capital Partners, Generation Partners and Red Diamond Capital. While sponsor-side representations form the dominant portion of the practice’s work, its investor work is substantial and growing. Boston-based David Watson heads the private funds team, while Jonathan Axelrad provides venture capital expertise.

Proskauer Rose LLP’s investment management practice is a key figure in the private equity space, with a broad range of instructions encompassing mid-market buyout, mezzanine financing and venture capital funds, with a particular niche strength in the secondaries market. ‘All aspects of the service are excellent – constituting very business-focused and pragmatic advice, with solid and up-to-date awareness of the industry,’ with a number of clients commenting that ‘the team is the best we have ever dealt with’. Although it is renowned for LP representations – acting for over 100 institutional investors including Abbott Capital Management, LGT Capital Partners and JPMorgan – it is from the GP side that the majority of work emanates. Recent highlights include advising Newbury Partners on closing its second fund with $1bn in total commitments, and Resource Capital Funds on raising $1bn for its fifth fund, with the aim of investing globally in hard rock mineral commodities and mining projects across the US and Australia. In a reflection of its prowess in the secondaries market, the team also acted for Lexington Partners on the $1bn purchase of secondary assets and transfer of the investment management business of Citigroup Private Equity, which was one of the largest secondary transactions to date. While the team is ‘extremely knowledgeable on all fronts’, special praise is reserved for Robin Painter, Scott Jones, Howard Beber, Boston-based David Tegeler and Malcolm Nicholls, who are all ‘very high quality’. Sean Hill is ‘exceptional on the secondary transaction side’.

Ropes & Gray LLP has a ‘sizeable, experienced team’ of 100 lawyers spread across its US offices, as well as London and Hong Kong, and its ‘private equity experience, business knowledge and tax expertise gets the highest rating’ from clients. It has the breadth to offer service across the complete spectrum of participants in the industry, from fund sponsors such as Apax Partners and Bain Capital to institutional investors. Highlights in 2010 included advising KIPCO Opportunity Fund, one of the largest holding companies in the Middle East and North Africa region, which is targeting $1bn of commitments to invest in companies located there. It also advised Welsh, Carson, Anderson & Stowe in connection with the organization of its eleventh buyout fund, with a focus on the information, business services and healthcare industries. It has also been advising Domain Associates on organizing its eighth VC life sciences fund, and, in the secondaries market, has been acting for Greenpark Capital regarding all its existing funds and transactions. Boston-based Ann Milner heads the practice, and is recommended along with New York-based Michael Doherty. In Palo Alto, Eric Wright is recommended for his VC expertise.

Weil, Gotshal & Manges LLP’s ‘industry knowledge and quality of service is uniformly excellent, and compares very favorably with most investment management practices’. Five partners focus on private equity fund formation and M&A across the New York and Boston offices, and the firm has made a concerted effort to strengthen its global investment management platform by adding fund formation capability in Hong Kong. The practice handles the full suite of fund formation and management matters, and can offer commercial advice during the investment process and beyond as well as extensive regulatory expertise. It has been acting for multiple sponsors on closing multibillion-dollar funds in a challenging market. Recent highlights include representing WL Ross & Co on forming WLR Recovery Fund, a private equity fund targeting $4bn of commitments to invest in companies experiencing financial distress or operating in distressed industries. Other clients include Genstar Capital LLC, UBS Financial Services, and Guggenheim Partners. New York-based Shukie Grossman is ‘very good and understands the market, and current practices and terms for complex transactions’, while Jonathon Soler is ‘always available, always timely with work, always knows his stuff or quickly gets thoughtful answers’. Jeffrey Tabak co-heads the practice from New York and is also recommended.

Cleary Gottlieb Steen & Hamilton LLP’s investment management practice is developing into a highly coveted practice among GP clients, thanks in no small part to its ability to ‘stay on top of the latest developments in the area and always give a practical view of legal issues’. Two partners and one counsel make up the private equity fund formation team in New York, although its broader geographic footprint gives it a strong international capability that has seen it represent sponsors on equity and debt investments in Asia, Greater China, Brazil and Africa. The practice has also been busy with regulatory matters, for example advising clients on the development of the SEC’s “pay to play” rules preventing the practice of making contributions to the campaigns of elected officials with the intention of influencing the award of contracts for managing public pension plan assets. Recent highlights include advising longstanding client TPG on the formation of a buyout fund focusing on opportunities in the US and Europe, and acting as fund counsel to MBK Partners on the formation of its Asia-focused private equity funds. It also advised Deutsche Bank on funds-of-funds to invest in PE funds managed by third-party sponsors. The ‘highly responsive and very commercial’ Michael Gerstenzang and counsel Elizabeth Lenas are highly recommended.

Clients label Davis Polk & Wardwell LLP ‘one of a small number of firms we entrust with high-value transactions’. Its clients include leading standalone funds, large sovereign wealth funds and private equity divisions of leading banks, which the practice advises on bespoke fund formation, regulatory compliance, M&A and restructuring. The diversity of the practice has helped it to navigating the tumultuous market conditions. In 2010 the team advised GSC Investment Corp on selling a controlling interest to investors associated with Saratoga Partners, a transaction which involved selling new equity representing over 35% of total shares, as well as negotiating a new investment advisory relationship with Saratoga and a new credit facility. The group also advised Greenhill Capital Partners on its spin-off from Greenhill & Co, and Morgan Stanley Infrastructure Partners on forming several co-investment partnerships and joint-venture agreements to expand the reach of its $4bn fund. It also advised RoundTable Healthcare Management on forming a $600m fund targeting equity investments in leveraged buyout transactions relating to mid-market healthcare companies. Practice head Yukako Kawata is outstanding and ‘has an excellent grasp of sponsor-side issues’.

Fried, Frank, Harris, Shriver & Jacobson LLP’s 18-partner team has ‘in-depth expertise in the investment management field, in particular in private equity and the tax and ERISA issues involved in that field’. It has developed a strong following among major financial institutions, including key client Goldman Sachs – which it represents on a broad array of fund matters, from structuring fund complexes to secondary transactions and fundraising matters. Other institutional clients include Fortress Investment Group, Highbridge Principal Strategies and JPMorgan, which call on the team to develop fund complexes and advise on regulatory compliance issues arising from the Dodd-Frank Act. Recent highlights include advising Goldman Sachs on forming PEG Early Secondaries Fund to invest on a secondary basis in under-resourced private equity funds; and on the restructuring of Goldman Sachs Capital Partners VI, with a portion of the funds being allocated to invest in distressed opportunities. 2010 saw the practice expand its client base to encompass JPMorgan Asset Management, JPMorgan Real Estate Investment Banking and Madison International, advising the latter on secondary transactional work relating to the real estate sector. This ‘solutions-oriented, responsive team’ is led by Kenneth Rosh, whom clients consider to be ‘smart, thoughtful and willing to be flexible in his approach’, while Jonathan Adler is ‘an outstanding attorney – bright, caring, personable and extremely responsive’, whom clients ‘recommend without hesitation’.

Morgan Lewis’ reputation for ‘extremely professional, high-quality service’ stems from its LP-side work for some of the largest institutional investors, including the four largest public pension plans in the US. It is one of ‘very few firms with the depth and experience in representing investors in private equity limited partnerships’, but also has a considerable sponsor-side offering in the funds-of-funds category, where it acts for five of the ten largest private equity complexes measured by assets under management. Ten partners focus on private equity investment management, with the team able to draw on the firm’s broader resources in tax, ERISA and securities where necessary. State pension funds are a core part of the practice’s LP client base; it recently advised the Ohio Public Employees Retirement Fund on its investments in over 30 captive and commingled secondary funds, with values ranging from $50m to $200m. It also advised the California Public Employees’ Retirement System on its acquisition of a large stake in Gatwick Airport, which was structured as a co-investment with an infrastructure fund. Other highlights included advising Credit Suisse’s asset management division on forming private equity funds-of-funds, feeder funds and co-investment funds designed for global investors, and representing Pantheon in an acquisition structured to purchase portfolio interests through an SPV. Practice head Louis Singer is ‘excellent on LP representations’, while the ‘highly knowledgeable, responsive and articulate’ Georgette Schaeffer ‘always does a good job’.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has cultivated a high-end investment management practice that ‘is extremely responsive, adopts a creative approach to tax structuring issues and is particularly strong on the regulatory side’. While fund-related M&A remains core, it was on the fund formation side that the six-partner private equity practice was most active in 2010. It advised Wellspring Capital Management on the formation and final closing of Wellspring Capital Partners V, the client’s largest fund to date, with capital commitments totaling $1.2bn. It also advised KPS Capital Partners on forming KPS Special Situations Fund III (Supplemental), investing an aggregate amount of $2bn alongside the client’s second such fund. Other clients include The Sterling Group, Towerbrook Capital Partners and Quadrangle Group. Practice head Marco Masotti is ‘very knowledgeable about the private equity industry and what works in the market’, while clients note that this ‘excellent team’ is particularly adept at ‘watching out for the pitfalls that may lead to litigation’.

Clifford Chance’s global footprint is a key contributory factor in its success in private equity fund formation. Its New York office is a cornerstone of this strategy, working alongside teams in Europe and Asia to provide ‘seamlessly responsive and knowledgeable’ investment management advice to LP and GP clients. The firm acts for Bank of America Merrill Lynch, Zurich Alternative Asset Management, Partners Group, BlackRock and the International Finance Corporation. The emerging markets were a strong focus in 2010, and the group advised EW India Special Assets Fund – a Mauritius fund investing in distressed assets and companies in India – on US tax and structuring. It also acted for Bank of America Merrill Lynch on selling its Asian real estate fund and investment management business to Blackstone; advised AIG Global Investments on the proposed sale of its general partner interest in AIG’s $850m Asia fund to Invesco; and advised Partners Group on acquiring 150 interests in private equity funds through direct and secondary transactions. The firm also advised Bank of America Merrill Lynch on the settlement of claims by fund investors. Three partners specialize in private equity funds and, although ‘the service is expensive, it is also huge value for money’. In particular, Roger Singer is ‘superb for fund formation’.

Linklaters’ New York team has yet to gain the same traction in private equity as its UK colleagues, but it has nonetheless made significant inroads into the US domestic market for its high-end funds work. Three partners make private equity fund formation their primary concern and, despite the modest size of the team, clients award it ‘the highest possible rating for extensive private equity experience, market expertise, attention to detail, negotiating skills and ethics’. KKR is a longstanding client, and in 2010 the group advised KKR on restructuring issues, including the merger of its global asset management businesses with its Euronext Amsterdam-listed fund. The team also advised Longroad Asset Management on the structuring, formation and capital raising of a private investment fund formed to invest in loans, notes, bonds and other debt and equity investments in financially distressed companies. Scott Bowie heads the practice, while ‘outstanding private equity partner’ Stephen Culhane’s tenure at Goldman Sachs makes him ‘first choice for his commercial experience’.

Mayer Brown’s nine-partner private equity investment management team is primarily based in Chicago and delivers ‘top-notch service, with a reasoned and practical approach’ across the REITs and private equity sectors, with a notable capability in real estate private equity funds. The group attracts significant clients including GEM Realty Capital, CB Richard Ellis Investors and UBS. Highlights in 2010 included representing Macquarie Capital on forming an infrastructure fund, and advising Mesa West Capital on forming Mesa West Real Estate Income Fund II, a closed-end real estate debt fund focused primarily on making first mortgage loans in the western United States with total capital commitments of $612m. The team also represented GEM Realty Capital on forming a closed-ended real estate fund to make opportunistic and value-added investments in real estate debt, operating companies and properties. ‘Overall the team is quite deep and the counsel vital to clients’ success’, but special praise is reserved for practice leader John Noell, whose ‘strengths are too numerous to detail, although his practicality and keen commercial sense are of particular note’. Michael Butowsky in New York is recommended.

O’Melveny & Myers LLP has an international scope to its practice, with its New York and Los Angeles offices supplemented by capability to advise on investment management matters in Europe and Asia. Asia funds are a particular strength, although the practice has wider expertise across a range of disciplines, from mid-market buyout funds and spinouts of the private equity arms of major financial institutions, to developing alternative investment products and hybrid funds for new entrants into the private equity market. Recent highlights include advising the Calvert Foundation, a non-profit community investment organization, on forming the Communities at Work Fund, which will principally provide small business lending through community development loan funds to low-and-moderate income communities. It also advised Secured Capital Japan Co Ltd on the final closing of its fourth fund, which accepted $525m in subscriptions from LPs and aims to invest in a variety of real estate and related assets in Asia and particularly in Japan. Other clients include Apollo Management, Clarity Partners, BNY Mellon-Alcentra Mezzanine Partners and ICV Capital Partners. Phil Isom and Kathryn Sanders are recommended.

Schulte Roth & Zabel LLP’s investment management practice is renowned for its market-leading hedge fund capability, and has cultivated a solid following for its private equity capability. Its strategy is to focus on high-end fund formation in areas such as venture capital, real estate private equity, distressed assets and secondary transactions. In 2010, the practice advised Centerbridge Partners on a private equity fund focusing on investments in distressed debt, and also advised Silver Point Capital on launching Delaware and Cayman Islands funds focusing on investing in industrial, commercial and commercial real estate loans. It also advised CarVal Investors, a majority-owned subsidiary of Cargill, on launching two funds targeting credit investment strategies and aggregate capital commitments of $1.5bn. Practice co-head Stephanie Breslow has ‘tremendous expertise’, while Phyllis Schwartz is highlighted particularly for venture capital matters.

Cooley LLP is particularly well respected in the venture capital arena and this reputation extends into private equity; in all, the practice acts for more than 200 venture capital and private equity firms. The team’s regulatory expertise makes it a ‘valued addition’ for everything from the initial fund formation stage to advice throughout the life of the fund, including its portfolio company investments. Recent highlights include advising Madrona Partners on the $80m series C financing of Calera, a cleantech company, and Alta Partners on its $56m series C financing of Achaogen, a pharmaceutical company. Other clients include Menlo Ventures, Foundation Capital, Prospect Venture Partners, Alta Partners and MPM Bioventures. Craig Dauchy leads the practice from Palo Alto and another five partners nationally focus on venture capital fund formation. Christopher Austin joined in 2009 but quickly left for Goodwin Procter LLP’s Boston office.

Dewey & LeBoeuf LLP’s private equity funds practice is ‘consistently excellent across the board’, offering ‘deep domain knowledge and good value for money’. It advises fund sponsors, asset managers and institutional investors on securities, governance, ERISA, Investment Advisers Act and structural issues. Despite unfavorable market conditions, the practice has expanded its sponsor client base, notably including Silverfern Group and Adva Capital. It has also seen an upturn in work relating to emerging markets, and advised on the formation of one of the largest real estate funds in Brazil. The team also advised GE Asset Management on forming International Private Equity Fund II. In an indication of its capability in the secondaries market, it advised an institutional investor on the $653m sale of a portfolio of 26 limited partnership interests, the largest private equity secondaries sale of the year. Practice head Joseph Smith and associate Russell Perkins are ‘outstanding fund counsel and conversant with all aspects of a comprehensive funds practice’.

Gibson Dunn’s West Coast origins meant its private equity practice was slower to gain traction than its New York peers, but clients say it ‘compares very favorably’ thanks to the investment management skills of New York-based co-chair Edward Sopher. Industry-specific funds in the oil and gas and real estate sectors were key drivers of work in 2010, as was activity on funds-of-funds, mezzanine and secondary funds, a particular strength of the practice. Its expertise spans the globe, with funds focusing on North America, Europe, the Middle East, South America and Asia. Recent highlights include advising Credit Suisse Alternative Investments on a $2bn secondary fund, JRK Properties on a $300m real estate private equity fund, New York Life Capital Partners on a $1bn mezzanine debt fund, Warburg Pincus and Sheridan Production Partners on a $1.75bn debt fund. Washington DC-based C William Thomas and Los Angeles-based co-chair Jennifer Bellah Maguire are also recommended.

Latham & Watkins LLP is characterized by ‘outstanding levels of service’ and ‘excellent industry-specific energy, power and infrastructure knowledge’, as well as ‘accurate and insightful guidance’ on global regulation of investment fund sponsors. Recent highlights include advising BDT Capital Partners on structuring and formation of a new integrated financial services company, including investment advisory and merchant banking businesses and the raising of an inaugural investment fund. The practice also advised Onex Partners on a $3.75bn buyout fund, and Forum Asian Realty Income III on a $1bn opportunistic real estate fund focused on Asia. Scott Klein in Los Angeles and New York-based Kathleen Walsh co-chair the practice alongside Washington DC-based Barton Clark. New York-based Brynn Peltz and Clark are recommended for their ‘responsiveness and value added to a transaction’, while Nadia Sager provides ‘timely and relevant guidance’ from San Diego.

Clifford Chance’s ‘client-oriented service’ and ‘deep knowledge of the REIT industry that covers both the mortgage and equity side’ kept its REITs lawyers busy throughout the global financial crisis. This balanced practice fields 14 partners focusing on real estate capital markets work and its client base encompasses most major banks active in the REIT marketplace – among them Alesco, Deutsche Bank and Invesco – as well as more than 40 active issuer clients such as Kite Realty and Prospect Capital. 2010 saw the team continue to be highly active on capital markets transactions, including advising various investment banks including Bank of America Merrill Lynch, Deutsche Bank, Morgan Stanley, Goldman Sachs and UBS on multiple issuances of common stock by Hersha. In a reflection of the market’s interest in sector-specific vehicles, it also advised Carey Watermark Investors on its $1bn IPO. Although re-equitization was the dominant trend in 2009 and into 2010, the team was also engaged in a number of IPOs, including advising the underwriters – Credit Suisse, Wells Fargo Securities and Citigroup – on Pacific Office Properties Trust’s IPO. REIT capital markets expert Jay Bernstein chairs the corporate finance practice, and is ably assisted by Larry Medvinsky, Kathleen Werner and Andrew Epstein. Jason Myers was promoted to counsel.

The roots of Goodwin Procter LLP’s REITs practice stretch to the industry’s inception in the 1960s, and it has developed a reputation as a ‘trailblazing practice that is one of the industry leaders’. It played a key role in drafting the Real Estate Investment Trust Act 1960, and has been an instrumental figure in almost every key development since then, including assisting on the creation of the first public UPREIT structure. Gil Menna and Ettore Santucci jointly head the practice, which continues to attract representations from key clients such as AvalonBay Communities and Boston Properties. It acted for the former, a NYSE-listed public apartment REIT, in connection with its ATM-agented continuous offering programs for common stock, and advised the latter on its $700m senior notes offering due 2020. It also advised Bank of America Merrill Lynch and Barclays Bank as underwriters on the proposed IPO of DLC Realty Trust, a retail operating company based in New York. Mark Kirshenbaum and Karen Turk provide ‘focused tax advice’, while real estate capital markets expert Dan Adams assists the practice’s REITs clients on their capital markets needs.

Hogan Lovells US LLP’s REITs practice fields 15 corporate and tax partners, giving it the depth of expertise to attract clients such as Chesapeake Lodging Trust and Barclays Capital, and offering breadth of coverage across regulatory and transactional matters. The practice remained busy with IPOs, advising as underwriter or corporate counsel on 19 different IPOs. Highlights included advising Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley and Wells Fargo Securities as underwriters on Hudson Pacific Properties’ $250m IPO, notable as one of the first office REIT IPOs in several years. The group also represented Morgan Stanley and JPMorgan on Piedmont Office Realty Trusts $200m IPO, which was one of the first transitions of a non-traded REIT to publicly traded status, and advised Chesapeake Lodging Trust on its $152m IPO and $25.5m Reg D private placement. ‘Star partner’ J Warren Gorrell and REIT M&A expert David Bonser head the practice, which offers formidable tax prowess through Prentiss Feagles.

Latham & Watkins LLP dominates the REIT industry on the West Coast, and its reputation extends to make it a key player nationally. In 2010, the group completed 37 securities offerings, four of which were initial public offerings for Chatham Lodging Trust, CoreSite Realty Corporation, Excel Trust and Hudson Pacific Properties. It also advised the underwriters on Apollo Commercial Real Estate’s formation and IPO. REIT M&A and commercial transactions are core strengths for the team, and it has put its skills to use in the current environment of consolidation. It acted as tax counsel to Extra Space Storage on a real estate joint venture, and advised PS Business Parks on selling an industrial complex in Texas. The practice is jointly headed by Michael Brody and Julian Kleindorfer, the former bringing ‘valued tax structuring expertise’ to transactions, while David Meckler in Orange County provides finance expertise.

Sidley Austin LLP is a ‘top-tier firm with exceptional service and a very deep bench of professionals with strong industry expertise’. Its traditional strengths in capital markets work makes it a natural choice for underwriter representations and, while the year was relatively fallow compared with 2009’s re-equitization boom, in 2010 the practice acted on 21 equity offerings collectively worth $4.7bn and 12 debt offerings totaling $6.1bn; it also worked on nine ATM offerings totaling $1bn. Viewed as ‘a go-to choice for any real estate or REIT work’, the practice’s recent highlights include acting as underwriters’ counsel on Campus Crest Communities’ $354m IPO, as well as on a $350m offering of common stock by Developers Diversified Realty Corporation. REIT M&A is another area of focus, and in 2010 the practice advised Brookfield Asset Management on the formation of a co-investment vehicle to invest $2.6bn into General Growth Properties. Edward Petrosky, global coordinator of the securities group, and Bartholomew Sheehan, co-head of the capital markets practice, ‘understand REIT and real estate issues better than anyone out there’.

Skadden, Arps, Slate, Meagher & Flom LLP is a ‘REIT industry powerhouse’, staffed by 80 lawyers across ten offices in five countries. This interdisciplinary practice is well placed to take advantage of emerging trends in the market and has been heavily involved in the equity offerings that dominated the REIT industry in 2009 and 2010, including advising the underwriters on a preferred stock offering by Public Storage, the largest self-storage REIT. Other highlights included acting as counsel to the underwriters on a $1.2bn offering of common stock by The Macerich Company, the largest follow-on offering by a REIT to date. The group also advised Starwood Property Trust on its $932m IPO, which was notable as the largest mortgage REIT IPO at the time. In addition to equity capital markets transactions, the group is a regular fixture on debt capital markets, bankruptcy and restructuring, and M&A transactions. In 2010 it advised Centro Properties Group on the approximately $4bn debt restructuring of REITs owned by the client. The firm’s regulatory capability has been in high demand, and it was instrumental in advising the National Association of Real Estate Investment Trusts and Westfield on the impact of legislation governing the tax treatments of foreign investments in US REITs. New York-based David Goldschmidt brings ‘considerable capital markets expertise to a transaction’, while Meryl Chae and tax specialist Michael Beinus in Los Angeles are also recommended.

DLA Piper LLP’s strength in real estate carries through to its REIT offering, which has a strong transactional focus and expertise that covers both the publicly traded and non-traded REIT markets. The practice is centered on Chicago and New York, but can also call across the firm’s national network where extra resources are required. Recent highlights include advising Wells Core Office Income REIT, a non-traded real estate investment trust, on a $5.7bn offering of common stock. It also advised the underwriters to Mid-American Apartment Communities, a real estate investment trust that focuses on acquiring, owning and operating apartment communities in the Sunbelt region of the US. The group represented longtime client Equity Residential on the acquisition of three luxury apartment buildings in Manhattan for a total of $475m with the assistance of the New York real estate group. On the debt side, it advised Banc of America Securities, JPMorgan Securities and Wells Fargo Securities as joint book-running managers in Equity One’s offering of $250m senior unsecured notes due 2014. Raleigh-based Robert Bergdolt provides valuable expertise in non-traded, publicly offered REITs.

Alston & Bird LLP represents public and private REITs on debt and equity capital markets transactions, but clients most praise the practice for its core focus on non-traded REITs. The 16-partner practice – spread across offices in Atlanta, New York, Washington DC and Dallas – provides transactional advice to REIT clients including Green Realty Trust and Duke Realty, as well as underwriters Wachovia and Morgan Stanley. The practice has advised on over $30bn of best-efforts offerings for non-listed REIT issuers since 2005. Rosemarie Thurston heads the REITs practice and is supported by banking practice head Mark Kanaly, both of whom are based in Atlanta.

Hunton & Williams LLP’s ‘small but effective’ practice historically has handled more than 100 IPOs and Rule 144A offerings and over 400 capital markets transactions involving some 135 REITs. It acts for underwriters and issuers, and has developed a particular strength in hotel and mortgage REITs, having led the charge in the lodging industry’s use of the REIT structure. Representative issuer-side representations include advising Commercial Mortgage Investment Trust on its $45m private placement of common and preferred stock. The practice advises on a high volume of transactions for mid-market players including Asset Capital Corporation, C-Bass, Equity Inns and Chatham Lodging Trust. Underwriter clients include leading investment banks such as RBC Capital Markets, Wachovia Securities and Credit Suisse First Boston. David Wright heads the real estate capital markets practice and is ably supported by tax and ERISA practice head George Howell.

Morris, Manning & Martin, LLP’s 25-lawyer team has a core strength in non-traded REITs but also advises clients on capital markets matters. Since 2007 the team has advised on capital markets deals totaling $13bn, with their investment and development work encompassing a broad array of asset classes including the affordable housing, apartments, brownfield and hospitality sectors. Highlights in 2010 included advising Carter Validus Mission Critical REIT on its $1.75bn IPO and advising Cole Corporate Income Trust on its $3bn IPO. Atlanta-based Lauren Prevost and Heath Linsky head the 17-partner team. The group recently recruited respected Georgia real estate expert Homer Lee Walker from Alston & Bird LLP, counsel Brad Lennox from DLA Piper LLP and Jason Cordon from Paul, Hastings, Janofsky & Walker LLP.

Paul, Hastings, Janofsky & Walker LLP’s internationally renowned real estate, securities and capital markets capabilities all feed into its US REITs team, which clients rate for its ‘impressive, diligent approach’. Six partners focus on public and private offerings for its clients, serving as outside counsel to several REITs and real estate operating companies, as well as advising underwriters such as Barclays, Legg Mason and Prudential on IPO and follow-on offerings for public REITs. With REITs restructuring and consolidating their portfolios in 2010, the team advised Strategic Hotels & Resorts on two de-leveraging transactions involving a $333m marketed follow-on offering and a concurrent cash tender offer for all $180m of its outstanding 3.5% exchangeable senior notes due 2011. It also advised Centerline Holding Company on its restructuring, which involved the recapitalization of the outstanding equity interests in the company, the restructuring of almost all of its existing senior secured debt obligations and contingent and unsecured liabilities, and the sale of its real estate debt fund obligations. On the underwriter side, the group advised Barclays Capital on Winthrop Realty Trust’s $76m follow-on public offering. Real estate capital markets experts Michael Zuppone and Mark Schonberger are recommended.

Sullivan & Worcester LLP’s ten-partner REITs practice may be smaller than some of the heavyweight practices it competes with, but it carries a significant profile on the back of its ‘excellent legal knowledge’. The practice represents four of the largest public REITs – with an aggregate market capitalization of $8.5bn – on a nearly exclusive basis, on matters spanning the office, industrial, infrastructure, hospitality, senior living, healthcare and timber sectors. The group’s core focus is transactional, including M&A, financings, debt offerings and sale-and-leaseback transactions. In 2010, it advised CommonWealth REIT on the $565m sale of 48 medical office, clinic and biotech laboratory buildings, and the disposal of 15 government-leased properties for $231m. The team also acted for Senior Housing Properties Trust on the $200m sale of senior unsecured notes. Boston-based Ameek Ashok Ponda heads the practice.

Venable LLP is considered ‘the best local Maryland counsel on REIT matters’. With more than 80% of all US publicly traded REITs formed in Maryland, the Baltimore-based practice is perfectly placed to take advantage of this, acting as local counsel on over half of Maryland REITs and frequently being called on as counsel for matters of Maryland corporate law. It has advised on IPO transactions for Hudson Pacific Properties and Chatham Realty, and follow-on offerings for Digital Realty Trust and Equity One. Recent highlights include representing a special committee of the board of directors of a Maryland REIT on its acquisition by a private equity company, and acting as Maryland counsel on the re-incorporation of a Texas REIT to Maryland and its follow-on merger. It combines this transactional capability with expertise in regulatory and non-traded REIT matters. The six-partner team provides ‘knowledgeable, prompt service’, with team head Sharon Kroupa ‘knowing almost all answers to questions without the need for extensive research’. James Hanks is considered by many to be ‘the leading practitioner in Maryland, who brings extraordinary experience to the boardroom and presents his advice in a commercially savvy manner’. Patricia McGowan is ‘good on transactional matters’.

Wachtell, Lipton, Rosen & Katz is a ‘go-to firm for REIT-related M&A’; indeed it eschews IPOs and securities filings to provide focused transactional, restructuring and recapitalization advice, as well as some fund formation work. Its narrower ambit places it in stark contrast to all the other ranked firms, which cast a much wider net of REIT services, giving it the distinctive edge it requires to dominate in its chosen disciplines. Restructuring and recapitalization of distressed entities defined the practice’s workflow in 2010, including advising Ventas on its $3.1bn acquisition of Atria’s senior housing portfolio and on its $2bn acquisition of Sunrise Senior Living REIT. The team also advised Morgan Stanley in connection with the embattled Revel casino project in Atlantic City and on its collaboration with Onex for the $1.25bn acquisition of Town & Country Trust. Other highlights included advising clients such as Apollo Real Estate Advisors, UBS PaineWebber and Lazard on real estate opportunity funds. Robin Panovka is an M&A expert, while David Einhorn delivers ‘efficient, incisive tax advice’.