United States > M&A/corporate and commercial > Law firm and leading lawyer rankings
The commercial deals and contracts section was introduced this year to highlight work on significant supply, distribution, franchising, licensing and joint venture contracts. Science and technology, retail and leisure, finance, and pharmaceuticals are among the most relevant industries for these types of contracts and partnerships, and key firms include Covington & Burling LLP, Gibson, Dunn & Crutcher LLP, Latham & Watkins LLP and WilmerHale.
A corporate governance table has been introduced this year to highlight firms that act for boards of directors in their dealings with shareholders, and that advise clients on the governance aspects of capital markets and M&A transactions. Work in this area includes investigations into compliance with anti-corruption legislation, the Dodd-Frank Act and the Sarbanes-Oxley Act. Few firms have dedicated corporate governance teams. Instead, many draw on the expertise of their corporate and litigation departments.
With transaction values and volume at their highest-ever levels, 2015 was a banner year for M&A. It was a year when strategic corporates grabbed the headlines in place of private equity houses, which were comparatively quiet in bulge-bracket deals. Global M&A reached a record $4.28tn - a 30% increase on 2014, according to Mergermarket. The US was at the center of this M&A phenomenon. The US accounted for 46.2% of global M&A activity, with 4,786 deals valued at a combined $1.97tn. A headline example of this interest in doing deals was Heinz’s $60bn merger with Kraft Foods, a transaction that brought in the expertise of Cravath, Swaine & Moore LLP, Sullivan & Cromwell LLP and Kirkland & Ellis LLP. In a major development in 2016, Pfizer terminated its $160bn proposed acquisition of Allergan, following new rules introduced by the US Treasury to curtail the tax benefits of inversion transactions. After a string of such deals in the last few years, inversions may have had their day.
Although mega deals in the US enjoyed a banner year for announced transactions, the North American middle-market slowed down in 2015, with the total number of completed deals down considerably on the previous year. While rising debt pricing led to difficulties in obtaining financing, high sale prices also kept some dealmakers away, including a number of private equity firms; and with the US presidential election looming, and market jitters over interest rates, the reduction in deal volume affected most sectors, with the energy industry hit especially hard as low oil prices sparked uncertainty. Nonetheless, some commentators expect middle-market dealmaking to rebound during 2016, as a large percentage of mid-sized US companies are on the prowl for significant transactions that could reignite revenue streams.
Key moves among law firms included Orrick, Herrington & Sutcliffe LLP welcoming Ed Batts to the Silicon Valley office as co-global M&A and private equity head from DLA Piper LLP (US); Reed Smith LLP’s former global corporate and securities group head Yvan-Claude Pierre joining Cooley LLP’s New York office; Winston & Strawn LLP welcoming M&A and securities practice co-chair Christopher Zochowski, who established the firm’s corporate presence in the Washington DC office, from Pillsbury Winthrop Shaw Pittman, LLP; and Katten Muchin Rosenman LLP’s Chicago-based Kimberly Smith rejoining the firm as co-head of the nationwide private equity practice from Paul Hastings LLP. Meanwhile, Loeb & Loeb LLP’s former corporate chair David Schaefer exited to become chief operating officer at CounterPointe Energy Partners, and Robinson & Cole LLP’s former business transactions chair Eric Dale joined Nielsen as chief legal officer.
Headline mergers among law firms included Dentons joining forces with McKenna Long & Aldridge in July 2015 (which brought 24 additional partners into the corporate practice) and later finalizing its agreement with Chinese legal giant Dacheng Law Offices, LLP, the union bringing the firm’s total head count to approximately 6,600 lawyers in 50 countries; and Nixon Peabody LLP joining up with Chicago-based firm Ungaretti & Harris, which brought several attorneys into the corporate and M&A practice.
In 2015, the private equity market overall saw a continuation of trends from 2014. On the one hand, due to high deal prices, a considerable number of large buyout sponsors remained cautious about acquisitions and about long-term investment. Indeed, for large sponsors, most activity revolved around the sell side, with exits through IPO or trade sale the rule rather than the exception. The middle market, on the other hand, was very dynamic throughout most of the year. This was reflected in the legal market, with a growing number of firms seeking a slice of the middle-market pie.
The list of elite US law firms in the private equity sphere is certainly not set in stone, but, for the time being, the hierarchy remains untouched: Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP are the top two destinations for private equity clients, closely followed by Weil, Gotshal & Manges LLP, Debevoise & Plimpton LLP and Ropes & Gray LLP.
The venture capital and emerging company market remained robust, if more cautious, a trend which may continue into 2016 and beyond. The frenzy of investing in technology companies lost some of its heat, but continued to be a major factor in the market. However, the continuing convergence between the healthcare and technology industries means a buoyant life sciences sector picked up some of the slack. Cautious investing has also resulted in companies staying private for longer, leading to higher valuations and more ‘unicorns’ than ever before. The downside of this trend is that there have been fewer IPOs, and of the deals that have gone to market, some, such as Square, have underperformed. Some of the major deals of 2015 included the Uber financing rounds, Fitbit’s IPO and Airbnb’s series financing. Cooley LLP, Fenwick & West LLP and Wilson Sonsini Goodrich & Rosati are the top law firms for venture capital work, however Morgan, Lewis & Bockius LLP and DLA Piper LLP (US) are also regularly involved in big-ticket deals.
Commercial deals and contracts
Commercial deals and contracts
Praised as ‘one of the go-to firms for overall support’, Covington & Burling LLP has a client base that includes numerous large multinational pharmaceutical companies. It advises these clients on collaboration and diagnostic agreements, licenses (including out-license agreements), and obtaining exclusive rights to certain drugs. For example, on behalf of AstraZeneca, the team handled a collaboration agreement with Valeant to grant an exclusive license to develop and commercialize a treatment for psoriasis to be used worldwide. The keys partners in the group are Emily Leonard, Scott Danzis, Matthew O’Connor, John Hurvitz and Richard Kingham. Catherine Dargan and Jack Bodner are ‘super responsive, have strong expertise and are results driven.’ All individuals mentioned are Washington DC based, except Redwood Shores-based Leonard and New York-based Bodner.
Gibson, Dunn & Crutcher LLP’s recent mandates include assisting Tenet Healthcare with a $2bn joint venture with a private equity firm that will create the largest operator of outpatient surgery centers in the US, with Tenet having the majority stake. John Williams in Orange County advised MGM Resorts on a joint venture with Hakkasan Group to form MGM Hakkasan Hospitality, and, for Virgin Group, the team advised on a joint venture with Bain Capital to provide equity financing to Virgin Cruises. Daniel Mummery in Palo Alto, Stephen Nordahl in New York, and William Peters in Los Angeles are co-chairs of the firm’s strategic sourcing and commercial transactions practice. Clients include Johnson & Johnson, Credit Suisse, Brown Brothers Harriman and Federal-Mogul.
Latham & Watkins LLP’s team has experience in joint ventures, strategic alliances, complex commercial licensing, and supply and distribution agreements, particularly in relation to technology, media and entertainment, and manufacturing. It is acting for the operator of China’s most popular social media network, Tencent, in its five-year digital partnership deal with the NBA to run live coverage and highlights on its mobile and web platforms. It also advised Tencent on a distribution agreement with HBO. Elsewhere, it advised Delphi Automotive on the sale of its international thermal division to Germany-based Mahle Group; the complex carve-out transaction included various IP licenses between the buyer and the seller. Silicon Valley-based Anthony Klein is the technology transactions and IT systems industry group chair. Century City-based Nancy Bruington works with production companies, mezzanine investors and financial institutions in motion picture and television financing and co-financing transactions, corporate finance transactions and the formation and capitalization of entertainment companies. Kenneth Deutsch has particular expertise in structuring complex financings and strategic joint venture arrangements, and negotiating production, financing and distribution deals.
‘Top-shelf firm’ WilmerHale has a ‘breadth of talent’ and receives praise for the ‘quality of work, timeliness, attention to detail, and practical business application’. It assists with a variety of licensing and other contracts. Belinda Juran ‘has an excellent practical perspective’ and chairs the technology transactions and licensing practice with Steven Barrett. Recent mandates include acting for 1366 Technologies on a manufacturing collaboration agreement with Tokuyama Corporation, a Tokyo-based chemical company. Under the agreement, 1366 will be developing new wafer technology for solar cells. Michael Bevilacqua handled the matter and is a key member of the team, as are Robert Finkel and Jeffrey Johnson. Juran advised Vedanta on a licensing agreement with Janssen Biotech to develop and commercialize a drug to treat IBD. All individuals mentioned are Boston based, aside from Finkel who is located in New York.
Ropes & Gray LLP’s six-partner team handles Stanford University’s technology work, and recently assisted with revamping its standard technology licensing forms in order to take on more complicated arrangements; it also provided strategic advice in negotiating existing arrangements. San Francisco-based James DeGraw is experienced in technology-focused M&A and is skilled in structuring complex and strategic technology relationships, including cross-border joint ventures, multifaceted business licensing transactions and outsourcing relationships.
Sullivan & Worcester LLP’s team is ‘extremely responsive, knowledgeable, reliable and efficient and the fees are exceptionally efficient’. Clients ‘can’t say enough good things’ about Carol Wolff, who ‘excels in every service area provided’. Recent mandates include acting as primary corporate counsel in preparing and negotiating company formation documents, funding agreements, joint venture agreements and providing regulatory and financing advice to the newly formed US Grid Company, which is developing microgrids in New York and other states. Boston-based Lewis Segall is the head of the team. Robert Condon was promoted to partner in January 2015.
Index of tables
Arnold & Porter Kaye Scholer LLP’s corporate governance practice was founded by the firm’s head of bankruptcy and corporate restructuring, Michael L Bernstein, who works in Washington DC alongside Richard Baltz and corporate and securities practice head Kevin Lavin. Bernstein advises private equity firm American Capital on corporate governance and securities law compliance, including in capital markets activities and SEC reporting and filings, while Baltz has acted in a similar capacity on behalf of MacroGenics and Numerex. Key figures in San Francisco include Gilbert Serota, who advises the Wells Fargo board of directors on shareholder derivative demands, and is defending it in litigation brought by shareholders alleging breach of duty. From the same office, Julia Vax advised TriVascular Technologies on corporate governance matters, and Teresa Johnson advised Charles Schwab on securities compliance and disclosure issues related to a public offering of depositary shares and a $1bn senior notes offering. Astoria Financial Corporation, CASI Pharmaceuticals and a number of well-known nonprofits are among the firm’s clients.
Cleary Gottlieb Steen & Hamilton LLP’s New York corporate governance lawyers provide expertise in cybersecurity as well as compliance with SEC and stock exchange regulations and the Sarbanes-Oxley and Dodd-Frank acts. Ethan Klingsberg, Pamela Marcogliese and Glenn McGrory were among those that advised Google on its corporate reorganization into a conglomerate structure, which involved a merger requiring corporate governance advice. Klingsberg acted for Family Dollar in negotiations between the board of the corporation and a group of shareholder activists. Craig Brod assisted Canadian company Atlantic Power with instances of shareholder activism, and advised the client on board appointments and succession issues. Other clients include Verizon, which Jeffrey Karpf and Arthur Kohn assist with disclosure issues and shareholder proposals, and Verisign, which Marcogliese advises on disclosure issues and compliance with stock exchange requirements.
The ‘very strong’ Latham & Watkins LLP draws on the expertise of its corporate, tax and litigation departments to assist a host of public companies with shareholder activism and proxy contest defense and in relation to unsolicited takeover attempts. SEC disclosure and compliance matters also form a large part of the firm’s work inthis area. Key figures include Steven Stokdyk and Joel Trotter, who are based in Los Angeles and Washington DC respectively, and Bradley Faris and Mark Gerstein, who are based in Chicago. Representative work included advising Puma Biotechnology on an engagement by a shareholder seeking board representation, and assisting Allergan defend against an unsolicited takeover bid by Valeant Pharmaceuticals and Pershing Square Capital Management. Other clients include MicroStrategy, Omnicom Group and Wesco Aircraft Holdings.
Corporate governance lawyers at Linklaters LLP are ‘responsive, proactive, knowledgeable and adaptable’. The firm has an excellent reputation for advising clients in the public and private sectors on anti-corruption strategies. The practice is led by the ‘attentive and business-minded’ Lance Croffoot-Suede, who has ‘vast international experience’. Croffoot-Suede undertook a global governance and compliance review for a mining company, and advised the African Union’s New Partnership for Africa’s Development on the creation of governance frameworks to help member states fight illicit financial flows. Another client is the Centre for Policy Research at the UN University in Tokyo, for which the firm is preparing a report on potential reforms to the governance of numerous United Nations entities. Associate Ulysses Smith is highly recommended. The team is based in New York and works closely with colleagues in London and Dubai.
On behalf of its many high-profile corporate clients, Sullivan & Cromwell LLP assists in relation to shareholder activism, compliance issues, and various unique governance challenges. The firm also has a strong track record in litigation and investigations. The coordinators of the corporate governance practice are Rodgin Cohen, Marc Trevino and Glen Schleyer, all of whom are based in New York. Highlights included advising Apollo Global Management and CVC Capital Partners on shareholder activism surrounding their acquisition of Brit Insurance Holdings and assisting Teva Pharmaceuticals in connection with an attempted unsolicited takeover of Mylan, which was not completed. The firm also assisted Microsoft and Ralph Lauren with the appointments of their respective CEOs. Other clients include Abercrombie & Fitch, AT&T and American Express.
Weil, Gotshal & Manges LLP provides ‘top-quality legal advice on complex issues’. New York-based department head Ellen Odoner and Howard Dicker, who ‘has an encyclopedic knowledge of SEC and compliance issues’, assisted GE with its plan to reduce the size of its financial services business through the sale of a subsidiary, advising on governance and securities law aspects. Dicker also advised online forex trading service FXCM on crisis management following volatility in the Swiss franc. Other highlights for Odoner included acting for Pirelli in its take-private transaction, and advising the audit committee of a prominent media company on a cross-border M&A transaction. The Washington DC-based PJ Himelfarb assisted Home Loan Servicing Solutions with the restatement of its financial statements. Highlights for New York’s Lyuba Goltser included assisting Univision Holdings establish its governance and compliance framework in advance of an IPO. The firm has also handled matters involving shareholder activism and internal investigations.
Baker & Hostetler LLP’s corporate governance and securities team is led by Cleveland lawyer Robert Weible, who advised the conflicts committee of Memorial Production Partners on the $142m ‘dropdown’ acquisition of assets from Memorial Resource Development, which involved various concerns relating to pricing and fiduciary responsibility. Other clients in the energy sector include Enbridge Energy Partners, an MLP, which Houston’s Laura McMahon advised on the sale of an interest in an operating subsidiary to Midcoast for $350m. Highlights for the Atlanta-based David Brown included advising a client on corporate governance issues related to a major cross-border combination that created an entity with an estimated value of $31bn. Orlando’s Jeffrey Decker assisted Chesapeake Utilities Corporation with its acquisition of Gatherco, including advising the board and management team on approval requirements, fiduciary duty and other corporate governance matters. And Decker and Jason Brady acted for Pine Court Holdings in a series of transactions involving challenging corporate governance issues.
Hogan Lovells US LLP advises a long list of well-known public companies and their boards on matters that include NYSE and NASDAQ listing standards, SEC disclosure, Sarbanes-Oxley and Dodd-Frank compliance, and shareholder relations. Former SEC executives at the firm include practice head Alan Dye. Alongside fellow Washington DC lawyer Alex Bahn, who became a partner in 2015, Dye routinely assists major public companies with shareholder proposals and other governance matters. The Baltimore-based William Intner advised the board of directors of Intrexon on various corporate governance matters, including in relation to a related-party transaction. Intner also provides regular governance and securities law advice to American Public Education. Washington DC lawyers Joe Gilligan and John Beckman are recommended.
The ‘knowledgeable and pragmatic lawyers’ at King & Spalding LLP ‘provide an extremely high level of service’. The Atlanta-based team acts for a wide variety of public companies, advising on matters ranging from creating codes of ethics to handling whistleblower complaints. Jeffrey Stein, William Baxley and Zachary Cochran advised Under Armour on the creation of a new series of non-voting shares. Baxley assisted Hanesbrands with the implementation of certain corporate changes, and he and the ‘calm yet thorough’ Alan Prince advised Carmike Cinemas on communications with an activist shareholder. Also recommended are Robert Leclerc, who is based in New York, and Cal Smith, who heads the practice jointly with Baxley.
Sidley Austin LLP has a ‘knowledgeable, responsive and very practical team’ that regularly advises public companies as well as foundations, universities and other nonprofits. The firm has handled shareholder engagements and activist approaches, CEO transitions and internal investigations arising from whistleblower allegations. Key figures include Thomas Cole and John Kelsh, who are based in Chicago, and ‘thought-leader’ Holly Gregory, who works in New York. Kelsh ‘understands issues quickly and is very good at problem solving’.
Sullivan & Worcester LLP’s practice group is led by Boston’s Howard Berkenblit and Washington DC’s David Mahaffey. The firm is active in the REIT space, and Berkenblit advises Select Income REIT on securities offerings, disclosure matters, listing standards and Sarbanes-Oxley and Dodd-Frank compliance. His other clients include Senior Housing Properties Trust and Government Properties Income Trust. Mahaffey provides general legal advice to the independent trustees of the John Hancock Funds and the Virtus Funds. David Leahy advises the independent trustees of the Legg Mason Partners fixed income funds, and advises VALIC Retirement Funds. Other key figures include Nicole Crum and Matthew Van Wormer in New York.
Willkie Farr & Gallagher LLP’s corporate governance work is overseen by corporate lawyer Steven Gartner and litigator Tariq Mundiya. Gartner worked alongside Jeffrey Hochman when advising the special committee of the board of directors of WuXi Pharma Tech in relation to its $3.3bn take-private transaction. Mundiya secured victories in New York and Delaware for the special committee of M&F Worldwide in connection with stockholder challenges to a going-private transaction; and alongside Steven Seidman, he advised the special committee of the board of directors of Pike Corporation on its sale to Court Square Capital Partners. Highlights for Russell Leaf included acting for Sarissa Capital Management in a proposed proxy contest. Other key figures in the New York-based team include Sameer Advani and Adam Turteltaub.
WilmerHale’s practice is led by Knute Salhus in New York and Jonathan Wolfman in Boston. Washington DC’s Meredith Cross is also recommended. Clients include Akamai Technologies, Analog Devices, Discovery Communications and Thermo Fisher Scientific. The firm advises on SEC and stock exchange requirements, shareholder proposals, takeover defenses and emerging best practices. Sarbanes-Oxley, Dodd-Frank and JOBS Act compliance advice forms part of its work.
M&A: large deals ($1bn+)
Index of tables
M&A: large deals ($1bn+)
- Michael Aiello - Weil, Gotshal & Manges LLP
- Adel Aslani-Far - Latham & Watkins LLP
- Frank Aquila - Sullivan & Cromwell LLP
- Scott Barshay - Paul, Weiss, Rifkind, Wharton & Garrison LLP
George Bason -
Davis Polk & Wardwell LLP
John Bick -
Davis Polk & Wardwell LLP
- George Casey - Shearman & Sterling LLP
- Rodgin Cohen - Sullivan & Cromwell LLP
Howard Ellin -
Skadden, Arps, Slate, Meagher & Flom LLP
- Adam Emmerich - Wachtell, Lipton, Rosen & Katz
- David Fox - Kirkland & Ellis LLP
- Joseph Frumkin - Sullivan & Cromwell LLP
- Mark Gerstein - Latham & Watkins LLP
- Mark Greene - Cravath, Swaine & Moore LLP
- Richard Hall - Cravath, Swaine & Moore LLP
- David Katz - Wachtell, Lipton, Rosen & Katz
Lou Kling -
Skadden, Arps, Slate, Meagher & Flom LLP
- Victor Lewkow - Cleary Gottlieb Steen & Hamilton LLP
- Martin Lipton - Wachtell, Lipton, Rosen & Katz
Lee Meyerson -
Simpson Thacher & Bartlett LLP
- Jeffrey Rosen - Debevoise & Plimpton LLP
- Steven Rosenblum - Wachtell, Lipton, Rosen & Katz
- Faiza Saeed - Cravath, Swaine & Moore LLP
- Robert Schumer - Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Robert Schwenkel - Fried, Frank, Harris, Shriver & Jacobson LLP
- Daniel Wolf - Kirkland & Ellis LLP
Cravath, Swaine & Moore LLP has an ‘enormous stable of Fortune 100 clients’ and ‘goes back decades with blue-chip industrial companies’. The firm is ‘outstanding’, has ‘experts in all aspects of M&A’ and delivers ‘high-quality services in a very timely manner’. Its association with strategic acquirers and major corporates has served it well during a period when bulge-bracket private equity transactions have not been as prevalent as in previous years. Despite its conservative international approach, with a single overseas office in London, the firm maintains an impressive track record in cross-border and multi-jurisdictional transactions. In 2015, it advised on a multitude of headline and high-value deals. It advised Anheuser-Busch Inbev on its $100bn offer for SABMiller, in what would be one of the largest M&A deals in history. In another headline-grabbing matter, it advised Heinz on its $60bn merger with Kraft Foods, creating The Kraft Heinz Company, the third-largest food and beverage company in North America. In addition, it represented Precision Castparts in its $37.2bn acquisition by Berkshire Hathaway, the largest-ever acquisition by the Warren Buffet led firm. The firm was also appointed by Shell to advise on its $70bn acquisition of BG Group. Faiza Saeed has handled a series of headline deals in 2015, and led on the Precision Castparts sale. Robert Townsend is co-head of the M&A practice and has advised Johnson & Johnson on a series of major transactions. Head of the international practice Mark Greene is ‘outstanding and has deep experience in M&A’ and a mighty reputation in cross-border deals, as does Richard Hall, who is head of M&A for EMEA. Andrew Thompson is ‘excellent at managing large public company M&A and provides guidance on every aspect of significant transactions’. Jonathan Davis, Aaron Gruber and Keith Hallam were elevated to the partnership in January 2015. The departure of former co-head of the corporate department Scott Barshay, who joined Paul, Weiss, Rifkind, Wharton & Garrison LLP in 2016, is a significant loss.
The M&A team at Davis Polk & Wardwell LLP does not have the headcount of some of its competitor practices, but its supreme financing and capital markets expertise and its strong presence in the key global financial centers of New York, London and Hong Kong make it a leader for complex and cross-border mega deals. This position is further supported by a growing standing in Latin America through its Sao Paulo office, and by its notable tax and regulatory expertise. It is widely recognized for deals in the pharmaceutical and healthcare sectors, as well as in financial services, commodities, energy, consumer products and retail. In 2015, the firm advised healthcare benefits company Aetna on its $37bn acquisition of Humana, and it represented Baker Hughes in its $38bn acquisition by Halliburton. In another major deal, it advised Emera, the energy and services company, on its $10.4bn acquisition of TECO Energy. It also advised PartnerRe on its $6.9bn acquisition by Exor, the Italian investment company controlled by the Agnelli family, and had previously advised the client on its proposed but terminated $11bn merger with AXIS Capital. George Bason is global chairman of the M&A practice and was the lead partner on the Baker Hughes matter. John Bick heads the corporate department and is global head of M&A. Louis Goldberg is another senior name, and is especially well known for transactions in the financial services sector. He and Bick advised Morgan Stanley on the sale of its Global Oil Merchanting business to Castleton Commodities International. John Amorosi is an influential member if the team and has been pivotal to the development of the firm’s private equity practice. Phillip Mills is also highly respected. Former head of the M&A department David Caplan left private practice and joined a new investment company headed by Comcast’s former CFO Michael Angelakis. Washington DC’s John Reynolds is a recognized authority in Committee on Foreign Investment in the United States (CFIUS) matters. Other clients include AstraZeneca, ExxonMobil, Pepsi, Syngenta, Tyson Foods, Citigroup, and PricewaterhouseCoopers.
Latham & Watkins LLP combines having ‘high-end and top-quality partners’ with being ‘a much bigger firm’ than many of its competitors and consequently having a higher deal volume than most. The firm’s geographic spread in the US includes notable strength in key locations such as New York, Chicago, Houston and the West Coast, and its extensive international network ensures it is well placed to advise on cross-border deals. It has a broad array of corporate, financial institution and private equity clients, and provides industry experience in areas such as energy, biotechnology and pharmaceuticals, to name a few. In 2015, the firm represented pharmaceutical and medical device company Allergan on its $73bn acquisition by Actavis, a white knight acquirer; this followed the firm’s successful defense of the client against a $53bn unsolicited takeover by Valeant Pharmaceuticals and Pershing Square Capital Management. Orange County’s Cary Hyden and Michael Treska and Los Angeles’ Paul Tosetti led the advice to Allergan. Led by Charles Ruck and Scott Shean in Orange County, the firm also advised Allergan on the $40.5bn sale of its global generics business to Teva Pharmaceuticals. From Houston, the firm advised Access Midstream Partners on its $50bn merger with Williams Partners. Led by ‘accomplished practitioner’ and noted energy M&A specialist William Finnegan in Houston, the firm advised Energy Transfer Equity on Energy Transfer Corp’s proposed $37bn acquisition of the Williams Companies, a deal which later looked under threat due to uncertainty in the energy market. Fellow Houston partner Sean Wheeler also has a ‘great practice’ in energy M&A, and New York lawyer Adel Aslani-Far is one of the firm’s most active partners in major deals. Washington DC’s Paul Sheridan and Daniel Lennon - who has close ties to The Carlyle Group - have excellent reputations. Mark Gerstein and Bradley Faris in Chicago and David Allinson in New York are global co-chairs of the M&A practice.
Even with its gargantuan private equity clients Blackstone and KKR having a relatively quiet 2015, Simpson Thacher & Bartlett LLP remained at the heart of a blockbuster M&A year. The firm was active across all key sectors, from retail and real estate to financial services and healthcare, and also handled a number of marquee cross-border transactions. Highlights included advising Walgreens Boots Alliance on its $17.2bn acquisition of Rite Aid, and assisting KeyCorp with its announced $4.1bn acquisition of First Niagara Financial Group, which would be one of the largest bank mergers since the financial crash of 2008. In another headline deal, the firm advised Dell and private equity giant Silver Lake on Dell’s $67bn acquisition of EMC; Palo Alto’s Richard Capelouto - a long-time adviser to Silver Lake and one of the leading M&A and private equity lawyers on the West Coast - was lead partner. New York-based Mario Ponce has had a formidable run in M&A and led advice to Office Depot in its proposed $6.3bn acquisition by Staples. Alan Klein is a big name in the team and is a regular adviser to Microsoft and many other blue-chip companies. Robert Spatt has made an impression on a series of landmark deals in recent years and, in 2015, he advised Weight Watchers on its headline partnership with Oprah Winfrey. Brian Stadler is a top name in real estate and REIT transactions and, in 2015, he advised Rockwood on its $6.2bn merger with Albemarle. William Curbow is another key member of the team, as is Lee Meyerson, who heads the M&A group and the financial institutions practice. Meyerson was lead partner on the KeyCorp transaction. Other clients include Sumitomo Life Insurance and Tyco.
Skadden, Arps, Slate, Meagher & Flom LLP’s depth and breadth of resources enables it to operate within the middle market as well as handle the bulge-bracket deals for which it is best known. ‘A preeminent name in the highest-end matters’, it houses market-leading teams and practitioners in its offices around the world, and has a notable reputation in relation to hostile M&A, takeover bids and proxy contests. In 2015, the firm advised the independent members of the board of directors of Time Warner Cable (TWC) on TWC’s $78.7bn acquisition by Charter Communications, having previously advised on TWC’s proposed but terminated $45bn merger with Comcast and an earlier unsolicited bid by Charter Communications of $61bn. The firm has a significant presence in the technology sector and, in 2015, in what was the largest technology deal in history, the firm advised EMC Corporation on its $67bn acquisition by Dell. It also advised on the second-largest technology transaction ever, representing Broadcom in its $37bn acquisition by Avago Technologies; and it represented SanDisk in its $19bn acquisition by Western Digital. In the pharmaceutical and life sciences sectors, it advised Hospira on its $17bn acquisition by Pfizer, and Merck on its $17bn acquisition of Sigma-Aldrich. New York’s Stephen Arcano has built ‘quite a track record’ in M&A, including hostile bids, and led the advice in relation to the TWC - Charter Communications deal. Palo Alto-based Kenton King is regarded as one of the leading M&A names on the West Coast and was the lead partner on the Broadcom and SanDisk deals. Paul Schnell is highly regarded for cross-border deals, including those involving Latin America. Eileen Nugent, Howard Ellin and Peter Atkins in New York, Brian McCarthy in Los Angeles and Charles Mulaney in Chicago are also notable names, as is New York-based of counsel Lou Kling.
Sullivan & Cromwell LLP has a ‘long roster of industrial and Fortune 100 company clients’ and an ‘extremely strong presence in the banking sector’. It is very much associated with large-scale transactions, regularly working on behalf of both longstanding blue-chip clients and newly acquired clients. As an example of the latter, it advised Israel’s Teva Pharmaceuticals on its $40.5bn acquisition of Allergan’s global generics business. In other marquee deals, the firm advised Kraft Foods on its $55bn merger with Heinz, and assisted AT&T with its $67bn acquisition of DirecTV, a transaction with a significant Latin America component. The firm has an outstanding reputation for financial institutions M&A, but it is also active in deals in the healthcare, telecoms, consumer products and energy sectors. In a key insurance sector deal - one of the largest financial institutions deals since the financial crisis - the firm represented ACE in its $28.3bn acquisition of Chubb; Rodgin Cohen was lead partner on the deal. New York’s Francis Aquila is a ‘constructive problem solver’ and ‘intense about keeping up with everything’; he is noted for his record in the consumer products sector and was the lead partner on the Kraft Foods deal. Joseph Frumkin is ‘very impressive’ and was the lead partner on the AT&T and Teva Pharmaceuticals transactions. Matthew Hurd and Keith Pagnani have built estimable reputations for deals in the pharmaceuticals and life sciences sectors. Los Angeles-based Alison Ressler is one of the biggest names on the West Coast for M&A deals.
Wachtell, Lipton, Rosen & Katz is the ‘gold standard’ in M&A thanks to its broad and experienced team of specialists and its unrivalled record in large and complex transactions. In contested deals, proxy battles and activist defense matters, the firm is without rival. It advised Charter Communications on its $78.7bn merger with Time Warner Cable, and Halliburton on its $34.6bn acquisition of Baker Hughes. In addition, it represented Chubb in its $28.3bn acquisition by ACE - one of the largest-ever insurance sector M&A deals. Veteran deal-maker Martin Lipton is ‘impressive’, ‘amazing’, ‘sharp as a tack’, ‘one of a kind’, and ‘astonishingly graceful and polished’. Adam Emmerich has ‘first-class execution and expertise’. David Katz is a regular adviser on headline transactions, as are Edward Herlihy, Andrew Nussbaum and Steven Rosenblum. Daniel Neff and Andrew Brownstein are also highly rated. Igor Kirman is a ‘thinker’ and adept in ‘tough situations where he is focused on finding a solution for both sides’.
Cleary Gottlieb Steen & Hamilton LLP has an outstanding reputation for cross-border deals, particularly those involving Latin America, Europe, Asia and the Middle East, and over recent years it has continued to increase its prominence in domestic deals. It is widely acknowledged as a global leader in antitrust and this expertise was put to use in its role as counsel to Family Dollar in its $9.3bn sale to Dollar Tree, which included the successful defense of a hostile bid by Dollar General Corp based on antitrust grounds. Transactional IP is another area of strength, and the firm advised several West Coast technology clients on deals involving the sale of IP assets. It also represented Actavis in its $70.5bn acquisition of Allergan, in which Actavis appeared as a white knight following a repelled hostile bid by Valeant and Pershing Square. It also advised Medtronic on the completion of its $49.9bn acquisition of Ireland-based healthcare company Covidien. This was one of a series of inversion deals completed by large US corporates in 2015 and further illustrates the firm’s standing in this area. In another headline cross-border deal, the firm advised OCI on the $8bn sale of its North American, European and global distribution business to CF Industries. In the technology sector - an area of strength for the practice - it advised Western Digital on its $19bn acquisition of SanDisk. New York partner Victor Lewkow is a ‘great M&A attorney’. Christopher Austin has a strong reputation among corporates, financial institutions and asset managers, as does Paul Shim, who is a ‘fantastic M&A and private equity lawyer’ and works closely with TPG. Ethan Klingsberg is another key name and has worked on a range of recent deals, most notably on behalf of West Coast technology companies; Benet O’Reilly is widely acclaimed for healthcare deals. Glenn McGrory is also noted for technology deals and cross-border transactions involving European corporates. Other clients include American Express, Coca-Cola, Google, Home Depot, Medtronic and Western Digital.
Kirkland & Ellis LLP has made huge strides in the M&A sector over the last five years, as evidenced by the fact that it is no longer perceived as purely a private equity firm, but rather one that is just as closely associated with blue-chip corporates and strategic acquirers. It is noted for middle-market transactions all the way up to large public and private M&A, and ‘provides an outstanding level of service across a broad range of criteria’. ‘The attorneys are extremely knowledgeable in their respective areas of expertise and advice is always timely and efficient’. Clients also appreciated the firm’s ‘practical and knowledgeable approach to both legal and business issues’ and its ability to really understand their businesses and industries. Accordingly, the lawyers ‘never lose sight of customer service and the importance of developing a long-term partnership between themselves and their client’. In 2015, the firm represented 3G Capital and Heinz in the $55bn merger of Heinz and Kraft Foods to create The Kraft Heinz Company, the third-largest food and beverage company in North America. In another headline deal, the firm advised Baxalta on the $30bn unsolicited takeover bid by Shire. It also advised Molson Coors on its $12bn agreement with Anheuser-Busch InBev to buy SABMiller’s 58% stake in MillerCoors. The firm’s growing reputation in strategic M&A was matched by further headway in private equity buyouts, where it continued to develop its reputation from that of a largely middle-market-focused firm to one that routinely advises big buyout sponsors such as KKR, Apollo and Blackstone. For a firm that did not originate in New York, it has developed a truly impressive standing in the US’s principal financial center. David Fox is one of the biggest names in the market, as is Daniel Wolf, who - along with Scott Falk - headed the team that advised on the Baxalta matter. Sarkis Jebejian is another impressive figure, and he advised Nextar Broadcasting on its $4.1bn unsolicited bid for Media General. William Sorabella, also in New York, led the advice on The Kraft Heinz Company matter mentioned above. Scott Falk is a key figure in Chicago and Andrew Calder is a big name in Houston, especially for private equity houses.
Over recent years, few firms have made as clear progress in M&A as Weil, Gotshal & Manges LLP. Much of the credit for this goes to the chairman of the corporate department, Michael Aiello, who has established himself as a genuine market leader and a near ubiquitous presence in substantial and complex transactions. The team has an enviable base of long-terms clients, but is also routinely sought out by new clients to advise on bet-the-company deals. As an example, it advised Dow on its $130bn all-stock merger of equals with DuPont. In addition, JAB Holding Company turned to the firm for advice on its $13.9bn merger agreement with Keurig Green Mountain, in which the JAB-led investor group will acquire Keurig. Other notable instructions included advising Willis Group Holdings on its $18bn merger of equals with Towers Watson, and Sanofi on its exclusive negotiations with Boehringer Ingelheim over a $25bn asset swap. The firm’s investment in its West Coast operations has led to roles in a multitude of technology transactions, including a series of deals for Intel, which it recently advised on its $16.7bn acquisition of Altera. Keith Flaum and Richard Climan are big names in Silicon Valley. Market-leading practices in tax and bankruptcy law means the firm is well positioned to advise on inversions and other tax-driven transactions as well as distressed M&A. Aside from the aforementioned Aiello, the firm has an impressive team of practitioners on the East Coast, including Frederick Green, Howard Chatzinoff and Jackie Cohen. Matthew Gilroy is ‘very knowledgeable and responsive’, ‘delivers practical advice’ and is ‘able to effectively lead deals and coordinate across multiple practice areas’.
Debevoise & Plimpton LLP provides an ‘outstanding service’ and is a ‘top firm with top people who are very capable of handling the largest, most complex transactions’. Clients appreciate the ‘prompt advice that is useful in real-world settings’ and the firm’s focus ‘on the issues that are important’ and on ‘anticipating questions before they are asked’. It handles a good balance of private equity and strategic M&A and has improved its position in both. Cornerstone private equity client Clayton, Dubilier & Rice was not active in the buyout arena in 2015, but the firm still had a blockbuster year on behalf of private equity sponsors such as Apollo Global Management, Stone Point Capital, Kelso & Company and J.C. Flowers. Corporate clients include Amazon, International Paper, Johnson & Johnson, Nestlé, Pernod Ricard and Verizon Communications. The firm is especially well known for its M&A record in healthcare, technology, media and telecoms, insurance and asset management. The firm represented the Dolan family as controlling stockholder of media and telecoms company Cablevision Systems in its $17.7bn sale to Altice, the Netherlands-based telecoms company. In addition, it advised CPP Investment Board on its $12bn acquisition of GE Capital’s sponsor lending business, including Antares Capital, a prominent lender to US-based middle-market private equity sponsors. The talented team features the hugely experienced Jeffrey Rosen, who was a key figure in the CPPIB matter. He was also lead partner on Verizon Communications’ $10.54bn sale of certain wireline assets to Frontier Communications. The ‘thoughtful, smart and savvy’ William Regner is commended by clients for his ‘fundamental deal work’ and is noted for his record in the asset management and TMT sectors. Gregory Gooding is another standout figure in M&A transactions and acts across multiple industries, including financial services. Paul Bird is a senior member of the M&A team and has a formidable record in both strategic M&A and private equity buyouts. Andrew Bab and Kevin Rinker are leaders in healthcare, while Michael Diz is an up-and-coming member of the group. All named attorneys are based in New York.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is a ‘bet-the-company type of shop’ and ‘the best firm out there’, according to one client. When the ‘matter is serious - material in either an economic or strategic sense - it is top of the list’. The team is ‘responsive, business savvy and contextually sensitive’ and has a ‘tremendous amount of specialized resources’. It is building its standing in both strategic M&A and private equity buyouts, and is noted for its expertise in shareholder activism, unusually representing both activist investors and companies defending against activism. This is partly based on the firm’s close association with the hedge fund community. The firm has also demonstrated expertise in tax-driven transactions, including inversion deals. It has an established record in deals within the media, technology and entertainment sectors, and is also frequently involved in consumer product, retail, energy and REIT-related transactions. In the private equity space, the firm continues to advise some of the biggest sponsors, including Apollo Global Management. In 2015, it advised Time Warner Cable on its $78.7bn merger with Charter Communications, having previously represented the company in its proposed stock-for-stock merger with Comcast, a deal that was eventually terminated. It also advised Italian investment company Exor on its $6.9bn acquisition of Bermuda-based reinsurer PartnerRe. The chair of the corporate department is the ‘legendary’ Robert Schumer. He is backed by an impressive team of senior and up-and-coming practitioners, including co-head of the M&A group Toby Myerson, deputy chair of the corporate department Ariel Deckelbaum, and Brian Finnegan, a frequent adviser to Apollo. Justin Hamill is an emerging name who is ‘thoughtful, business savvy and tough, and will go to war for his clients and works all hours’. Matthew Abbott is ‘exceptionally talented’, ‘extremely business minded’ and ‘a pleasure to work with’. The recruitment of the ‘ubiquitous’ Scott Barshay from Cravath, Swaine & Moore LLP in 2016 represents a huge boost to the firm. Barshay has advised on many of the biggest deals in the market.
Gibson, Dunn & Crutcher LLP has a broad corporate client base, which is becoming increasingly global as a result of a concerted effort to grow its international presence in London and elsewhere. It also has a notable roster of fund clients, which includes the likes of Lone Star and Investcorp, and is frequently used by major banks, such as Goldman Sachs, Lazard and UBS. In 2015, the firm advised the Williams Companies on the $50bn merger between Williams Partners and Access Midstream Partners. Following the merger, the firm advised Williams on its $13.8bn acquisition of all the outstanding common units of Williams Partners that it did not already own. Furthermore, it represented Williams in its $37.7bn sale to Energy Transfer Equity, an MLP that owns and operates natural gas and crude oil pipelines. Further illustrating its expertise in high-value, complex and cross-border deals, the firm advised Towers Watson on its $18bn merger of equals with Willis Group Holdings. The new Willis Towers Watson company is to be based in Ireland. Longstanding client Lone Star brought the firm into several sizeable transactions, including its $7.6bn acquisition of Home Properties, a multifamily REIT. The firm has a genuinely national and international practice, including a number of West Coast clients, one of which is Tenet Healthcare, which it advised on its $4.2bn joint venture with private equity sponsor Welsh, Carson, Anderson & Stowe to combine the short-stay surgery and imaging center assets of Tenet Healthcare and United Surgical Partners International. New York’s Barbara Becker and Washington DC’s Stephen Glover are among the senior members of the team, along with New York-based Eduardo Gallardo and seasoned figure Dennis Friedman, who are noted for their experience in defending against shareholder activism. Dallas-based Jeffrey Chapman is key to the Lone Star relationship, and Jonathan Layne is one of the most prominent M&A attorneys in Los Angeles.
Shearman & Sterling LLP has a long history in the M&A space and, while best known for high-value domestic and cross-border transactions, it is also active in the middle market. Clients praise the ‘excellent level of service’ and the ‘exceptional combination of business understanding and to-the-point legal advice’. It also combines ‘first-class partner leadership with strong associates’ and ‘appropriate support from international offices’, and ‘staffs projects efficiently and appropriately’. In 2015, it advised long-term client Dow on the $5bn sale of its chlor-alkali businesses, centering on 52 facilities in 25 countries, which included a carve-out, an equity exchange offer, a debt exchange, and a public merger. In another high-value transaction, it advised Altice on its $17.7bn acquisition of Cablevision Systems, creating the fourth-largest cable operator in the US. This deal followed the firm’s representation of Altice in its ultimately unsuccessful bid for Time Warner Cable. Head of the global M&A group George Casey is a ‘valuable and trustworthy senior adviser’ and ‘a strong, no-nonsense dealmaker with a well-deserved reputation as one of the leading New York M&A lawyers’. Scott Petepiece, the head of the firm’s New York M&A group, is ‘without a doubt one the best M&A professionals’, according to a client, who regards him as an ‘exceptionally good negotiator’ and ‘a great lawyer with a strong business sense and an ability to get things done regardless of how challenging the situation is’. The firm further strengthened its M&A bench strength in New York by hiring Robert Masella from Clifford Chance. Masella is prominent in technology M&A. In addition, the firm hired Waajid Siddiqui, an experienced M&A lawyer, from Hogan Lovells US LLP. Since joining the firm, Siddiqui has advised GE Capital on the sale of certain finance platforms to Wells Fargo for $32bn. New York-based Robert Katz is another key name, as is the firm’s senior partner Creighton Condon. Steve Camahort and Michael Kennedy in San Francisco are often engaged in the headline deals that emanate from the West Coast.
White & Case LLP demonstrated its eminent M&A credentials in 2015 with a sequence of impressive domestic and cross-border transactions. The firm’s global standing and resources, coupled with its efforts to further develop its New York M&A and private equity capabilities, has served it well. Clients highlight its ‘business-minded attorneys who understand the larger transactional context when analyzing and advising on various issues’. One client says that the firm is ‘the best at listening to what we want to accomplish and efficiently executing’ the transaction. While having the ability to negotiate hard, clients also praise the firm’s appreciation of reputation and market perception. The firm is also noted for its leading CFIUS expertise and its record in M&A transactions involving carve-outs and restructurings. Notably, it represented US health benefit giant Anthem in its $54.2bn acquisition of Cigna, a deal which illustrates the firm’s capabilities in high-value transactions as well as its particular expertise in certain industry sectors, of which healthcare is one; John Reiss (the global head of M&A) and Daniel Dufner led a team that featured antitrust, IP, tax, employment, compensation and benefits, banking and disputes practitioners. In another headline deal, the firm advised Zimmer Holdings on its $13.35bn acquisition of Biomet, one of the world’s leading medical device manufacturers. Other key members of the team include the immensely experienced Morton Pierce, co-global head of the private equity practice Oliver Brahmst, and head of the Americas corporate and M&A practice Gregory Pryor. Nazim Zilkha is regarded as a ‘true partner’ to clients, a ‘fantastic’ attorney who ‘understands’ what clients are looking to accomplish in each transaction. New York’s Michael Shenberg is ‘a very hands-on, practical lawyer, who does an excellent job finding appropriate compromises to achieve an agreement’. He has ‘very deep experience in the energy M&A area’ and ‘is extremely sensitive to clients’ needs’. All mentioned partners are based in New York.
Fried, Frank, Harris, Shriver & Jacobson LLP is ‘top notch’, ‘superb’, ‘practical’, ‘creative’, ‘terrific on all fronts’ and is ‘highly responsive’. It has ‘excellent business acumen’ and ‘seasoned M&A professionals’ that are of the ‘highest caliber’. Although it has a smaller M&A team than some of its competitors, the firm is frequently engaged in large and complex transactions, and 2015 was an active year for both public company M&A and large-cap private equity transactions. The pharmaceutical and healthcare sectors continue to be fertile ground for the firm, with highlights including advising Humana on its proposed $37bn sale to Aetna. The deal was announced after an intense period of negotiations with several different bidders. In addition, the firm represented CVS Health in its $1.9bn agreement to acquire Target’s pharmacy and clinic business. The media sector is another industry in which the firm has an established record and, in 2015, it advised Media General on its $2.4bn proposed acquisition of Meredith Corporation to create Meredith Media General, a deal which looked fragile in early 2016 following Nexstar Broadcasting’s attempt to acquire Media General. The negotiations were led by co-head of the M&A group and media M&A expert Philip Richter, who was also the lead partner on the Humana transaction and is viewed as ‘outstanding’. In addition, the firm has an impressive record in tech M&A, in part thanks to its longstanding relationship with private equity giant Permira’s technology group. Indeed, private equity remains a core component of the M&A practice and, in 2015, the firm advised Permira and CPP Investment Board on their $5.3bn acquisition of software company Informatica. The deal was led by Robert Schwenkel, the co-chair of the firm’s corporate department and global head of M&A and private equity. Steve Epstein is another key member of the team, and Brian Mangino is ‘excellent’, ‘incredibly knowledgeable’, ‘easy to work with’ and has ‘extensive cross-border experience’. Former co-head of the M&A group David Shine joined Paul Hastings LLP, and John Sorkin, a frequent counsel to financial advisers on M&A deals, joined Ropes & Gray LLP.
With established positions in North America, Latin America, Europe, Africa and Asia Pacific, Hogan Lovells US LLP is frequently sought out to advise on large and complex cross-border transactions as well as headline domestic deals. In 2015, it advised General Electric on the sale of its global real estate equity and debt portfolio to Blackstone and Wells Fargo for $27bn. This was the largest real estate M&A transaction since 2007 and was part of GE’s much publicized strategy to refocus on its core industrial businesses. As part of this process, the firm also advised GE on the $9bn sale of its healthcare finance businesses to Capital One Financial. Further illustrating the firm’s expertise in cross-border deals, it advised a consortium of Audi, BMW and Daimler on the $3.1bn acquisition of digital mapping business HERE. Key partners include Washington DC lawyer and head of the corporate practice for the Americas Joseph Gilligan, and New York and Washington DC-based global head of the M&A practice William Curtin. Washington DC’s Warren Gorrell is also highly respected and was the lead partner on GE’s sale of its global real estate equity and debt portfolio. Other clients include 3M, ExxonMobil, Dell, News Corp, Lockheed Martin, 21st Century Fox, Google, Office Depot and Deutsche Telekom.
When it comes to deal volume, Jones Day is virtually without equal, and is consistently ranked top by number of deals in various M&A leagues tables. While much of this activity is in the middle market, the firm is also frequently engaged in large-cap and mega deals. The team is ‘very responsive’ and ‘good value for money’, and the ‘senior talent is very strong’. The team also ‘consistently provides excellent client service’ and the ‘lawyers often voluntarily go above and beyond the call of duty’. Moreover, the ‘advice is always spot on for the industry’, as the firm is attuned to clients’ ‘business and organizational needs’ and the ‘legal advice reflects these realities’. And despite being such a large firm, it provides ‘coordinated support across disciplines, geographies and deal structures’. In 2015, it advised on a series of headline deals. In the energy space, where it has a notable standing, it advised MPLX and Marathon Petroleum on MLPX’s $20bn acquisition of MarkWest Energy Partners; the lead partner on this was Houston-based Jeff Schlegel, who co-heads the global energy practice and is ‘responsive’, ‘knows the industry’, has a ‘good bedside manner with lay clients’, and ‘knows what to fight for and what is not important’. In another standout deal, the firm represented Procter & Gamble in its complex $12.5bn agreement to merge 43 beauty brands with Coty in a Reverse Morris Trust transaction; New York-based M&A practice leader Robert Profusek led on the deal and is ‘practical’, ‘effective’ and has a ‘preeminent M&A mind’. In other deals valued in excess of $1bn, it advised Southern Company on its $12bn acquisition of AGL Resources, and represented clients such as Lam Research, Koch Industries, Reynolds American, Exelis, Atmel Corporation and Polypore International. The ‘strong and deep’ department also includes key figures such as New York’s Randi Lesnick, Atlanta-based Bryan Davis and Daniel Mitz in Silicon Valley. Cleveland’s Peter Izanec is a ‘brilliant lawyer’ with a ‘wealth of knowledge and experience in deal making’, and understands his clients’ ‘business, tolerance for risk and the way they prefer to do deals’. New York’s Andrew Levine is an ‘excellent lawyer and a key resource on less traditional deals, including joint ventures and those involving minority rights’. He is ‘not afraid to challenge clients’ thinking and offer new ideas’. Robert Kennedy and Brien Wassner joined Milbank, Tweed, Hadley & McCloy LLP.
In May 2015, Sidley Austin LLP launched a new office in Century City, Los Angeles, with the hire of Dan Clivner from Simpson Thacher & Bartlett LLP and six other partners. This, along with expansions in Palo Alto, New York, Houston, Boston and Washington DC, cements the firm’s place as genuine proposition right across the US. From its heartland of Chicago, it represents a multitude of Fortune 1000 manufacturing and industrial clients, and, in December 2015, it represented Keurig Green Mountain in its $13.9bn acquisition by an investor group led by JAB Holding. In another substantial deal, it advised Catamaran Corporation on its $12.8bn sale to UnitedHealth Group. In addition, it represented long-term client General Electric in a series of transactions, including the sale of its sponsor finance business and a bank loan portfolio to CPP Investment Board. Real estate and REITs are another area of strength, and the firm advised Starwood Waypoint Residential Trust on its $7.7bn stock-for-stock merger with Colony American Homes. Chicago-based Thomas Cole is the elder statesman of the practice and often advises on many of the firm’s most significant transactions. Also in Chicago are Paul Choi, who is noted for spin-offs, and Brian Fahrney. In New York, Michael Gordon is an ‘out-of-the-box strategic thinker’ and recommended for public company and real estate deals. San Francisco partner Sharon Flanagan is ‘very strong in general public company SEC matters’.
Bracewell LLP’s excellence in energy and financial institutions M&A has kept it very active in transactions above $1bn. The firm provides an ‘A-plus’ service: its ‘response times are excellent’, the ‘business acumen and industry knowledge are unparalleled, the teams are strong and the service is good value’. For one client, it is the ‘go-to firm for complex transactions’. In addition to handling large-cap deals, it also operates in the middle market - not only in energy and financial services but also in real estate, technology and other sectors. Despite the collapse of commodity prices in 2015, the firm’s M&A practice remained very active, and in addition to representing a series of big and well-capitalized strategic acquirers, including MLPs, it represented a number of private equity sponsors taking advantage of distressed situations and company sellers looking to raise cash in a tough climate. A large proportion of the M&A practice is located in Houston, with smaller teams in New York and Dallas. Big energy clients include Houston-based Kinder Morgan, the largest energy infrastructure company in North America; Duke Energy, the largest electric power holding company in the US; and major independent power producer Talen Energy. Apache Corporation and Phillips 66 are also key clients. On the fund side, the firm represents Alinda Capital Partners on a regular basis and, in 2015, it advised the client and its co-seller on the $1.89bn sale of SourceGas Holdings to Black Hills. Also in 2015, the firm represented Kinder Morgan in its $3bn acquisition of Hiland Partners from its founder Harold Hamm and certain Hamm family trusts. In addition, it advised Duke Energy on its $2.8bn sale of its non-regulated Midwest commercial generation business to Dynegy. On the financial institutions front, it advised CBFH, the holding company of Community Bank of Texas, on its acquisition of MC Bancshares. Gregory Bopp is one of the biggest names in energy M&A and has a ‘talent for working complex deal structures to creatively solve business objectives’. Alan Rafte is ‘one of the most knowledgeable oil and gas transaction lawyers around’ and is ‘bright, creative and business minded’. Bopp and Rafte are based in Houston, as are William Anderson, Gary Orloff, Cleland Dade, Jason Jean and Roxanne Almaraz. New York’s John Klauberg is a formidable M&A lawyer and Dallas-based Sanford Brown is widely recognized for his expertise in financial institutions M&A.
Dechert LLP is commended by clients for ‘big-ticket, high-value investments and exits’, and delivers a ‘superb, value-add advice with tremendous acumen and industry knowledge’. The ‘terrific’ team is always ‘available with timely advice whenever needed’. It is well known for its expertise in complex, highly regulated industries, and is notably strong in life sciences and financial services. In 2015, the firm represented MWI Veterinary Supply in its $2.5bn acquisition by AmerisourceBergen Corporation and its wholly-owned subsidiary, Roscoe Acquisition Corp. Continuing to be active on behalf of private equity clients and their portfolio companies, it advised Court Square Capital Partners and Fibertech Holdings on the $1.9bn all-cash merger of Fibertech Holdings Corp and Lightower Fiber Networks. Chair of the global corporate and securities group Mark Thierfelder is ‘a truly superb M&A lawyer who you want in the trenches with you’. Jonathan Kim, Derek Winokur and ‘terrific M&A lawyer’ Christian Matarese are also key names in New York. Philadelphia partner Stephen Leitzell is another senior name and was lead partner on the MWI Veterinary Supply transaction. Philadelphia’s Henry Nassau is chair of the firm’s corporate and securities group, and fellow Philadelphia lawyers William Lawlor, Carmen Romano and Geraldine Sinatra are also names to note.
Mayer Brown’s sizeable US practice, coupled with its international profile and network, ensures that it continues to be sought out for substantial domestic and cross-border transactions. The ‘service and capability is top flight’, it is ‘practical and collaborative’, and it is ‘a true value add for most deals’. Clients say it excels in ‘upper middle-market and thornier deals, where its capabilities are most valued’. The firm has an especially strong reputation in the financial services sector as well as in energy, chemicals and life sciences. In 2015, it advised Wells Fargo on its $32bn acquisition of GE Capital’s commercial distribution finance and vendor finance platforms and part of its corporate finance business. In addition, the US team had a pivotal role when the firm represented Yum! Brands in the spin-off of its China business to create two independent and publicly traded companies, Yum! China and Yum! Brands. The transaction enables Yum! China to focus on its China growth, with Yum! Brands building its KFC, Pizza Hut and Taco Bell brands worldwide. Real estate is another core strength of the firm and, in 2015, it advised Prologis on its $5.9bn acquisition of the real estate assets and operating platform of KTR Capital Partners, in what was one of the largest real estate deals of the year. Other clients include ACE, Capital One Financial, Caterpillar, ConocoPhillips, Dow, Macquarie, Mitsui & Co., Sumitomo Corporation of America, and Walton Street Capital. Chicago lawyers William Kucera and Jodi Simala are co-chairs of the M&A practice in the Americas. Kucera is ‘smart and incredibly hard working, but without the nonsense, pretense or pomp’. He ‘brings with him an A-team that delivers a top-tier service in a collaborative and practical way’. Other key partners include fellow Chicago lawyer Marc Sperber, who leads the firm’s relationship with Dow. New York’s Philip Brandes also has an excellent reputation.
The ‘top-tier’, ‘best-in-class’ and ‘excellent’ Milbank, Tweed, Hadley & McCloy LLP is incredibly ‘responsive’ and ‘knowledgeable’ and is ‘able to get up to speed on transactions as efficiently as any firm.’ Knowledge of clients and the industry in which they operate ‘makes negotiations a much smoother process due to the firm’s focus on the key issues’. The firm further augmented its presence in public and private M&A in 2015 with the hire of Robert Kennedy and Brien Wassner from Jones Day. Both have a strong record in strategic M&A and private equity buyouts, with Wassner noted for his experience in energy and infrastructure deals. The two join a practice that covers both middle-market and large-cap transactions, and which is frequently engaged in cross-border deals involving Latin America, Asia and Europe. Naturally for a firm that has a worldwide reputation for project and infrastructure finance, the M&A team is also often instructed on energy, power, natural resources and infrastructure deals. In 2015, the firm advised New York-based commercial property and investment firm Cushman & Wakefield on its announced $2.04bn merger with DTZ, the real estate business backed by major buyout fund TPG. In another substantial transaction, a team led by Charles Conroy advised oil exploration and servicing company Nabors Industries on the $1.4bn merger of its completion and production services unit with oil field services provider C&J Energy Services. Private equity is a burgeoning area for the practice and, in 2015, a group led by John Franchini, who is a ‘great lawyer’ and ‘always available’, advised Switzerland-based Partners Group as part of a consortium that acquired the passenger terminal at Billy Bishop Toronto City Airport from Porter Aviation Holdings.
Morgan, Lewis & Bockius LLP continued to build on its acquisition of a substantial M&A team from the now defunct Bingham McCutchen in 2014. The firm is ‘fantastic’, ‘response times are fast’, it ‘has a strong understanding of the industry’ and ‘understands the business objectives’ of clients. It also has a ‘broad range of deal experience’ and gives ‘top-flight advice’. Technology and healthcare M&A are two areas of particular growth for the group. Life sciences, pharmaceuticals, energy, financial services and real estate are also areas of considerable strength. In healthcare, the firm advised managed-care organization Health Net on its $6.8bn sale to Centene. In technology, it represented Raytheon Company in its $1.9bn acquisition of Websense from Vista Equity Partners and the combination of Websense with Raytheon Cyber Products, creating an array of defense-grade solutions for the cybersecurity market. In the life sciences space, the firm advised clinical stage biopharmaceutical company Acerta Pharma on the $4bn sale of a majority stake to AstraZeneca. In foreign inbound transactions, which is another area of strength, the firm advised UK-based communications and events company UBM on its $972m acquisition of US trade show organizer VSS-AHC Consolidated Holdings (also known as Advanstar Communications). The firm operates a genuinely national practice in the US, covering east to west coasts. Philadelphia’s Richard Aldridge and Boston’s Laurie Cerveny head the practice, which includes fellow Boston lawyers Steven Browne and John Utzschneider. New York-based Jonathan Morris, Steven Navarro and Floyd Wittlin are also highly regarded, and James Loss is a key figure in Orange County, especially on the private equity side. Philadelphia’s Benjamin Wills has the ‘ability to work well’ with clients and ‘recommend paths and solutions that are workable and cognizant of the goals of the organization’.
Morrison & Foerster LLP’s ‘level of service is top notch, both in terms of responsiveness and also in terms of the quality of the advice’. In particular, the ‘business acumen is high and business needs are taken into account, making the advice practical and useful’. Overall, it is ‘consistently a top performer’ and ‘a great resource, particularly for highly technical issues’. The firm is best known for its work in the technology sector, but beyond that, real estate and REIT deals are a growing area, especially from its New York and Washington DC offices. Energy, life sciences and healthcare are also key strengths. In 2015, the team advised Henry Nicholas, the co-founder and former CEO of Broadcom, on Broadcom’s headline $37bn acquisition of Avago Technologies, one of the largest-ever technology deals. It also represented VMware on Dell’s $67bn acquisition of VMware’s parent company EMC; VMware is a publicly traded company, and the deal involved EMC issuing tracking stock in VMware. The firm was also engaged by VMware to advise on its joint venture with EMC to create a new cloud services business. San Francisco’s Robert Townsend and Eric McCrath are co-chairs of the global M&A group along with Spencer Klein in New York and Lawrence Yanowitch in Northern Virginia. Townsend is an ‘extremely talented senior M&A lawyer with broad experience across all types of transactions’ and is ‘great at navigating the board through all the issues’. Palo Alto’s Charles Comey and San Francisco’s Michael O’Bryan are also highly regarded, and the latter is described as ‘a very seasoned M&A lawyer with a depth of technical expertise’. Other clients include AmREIT, Brookfield Renewable Energy Partners and SoftBank.
Proskauer Rose LLP is ‘excellent’ and its ‘responsiveness and quality of service are top’, with clients ‘consistently relying on the firm to provide advice on complex transactions’. A ‘top performer’, it routinely advises on transactions valued in excess of $1bn, which includes deals in the real estate, healthcare, retail, sports and gaming sectors. With the firm’s further expansion internationally, most notably in London, it is gaining additional exposure to private equity sponsors, sovereign wealth funds and international corporates. It recently represented AccorHotels in its $2.9bn cash and stock acquisition of FRHI Holdings, the parent company of the Fairmont, Raffles and Swissôtel brands; New York-based Jeffrey Horwitz was lead counsel on the deal. In another high-value transaction, the firm represented long-term healthcare client Celgene in its $7.2bn acquisition of Receptos. In the REIT space, it advised American Realty Capital Healthcare Trust on its $2.6bn sale to Ventas; New York’s Daniel Ganitsky, who led the deal, is regarded as an ‘excellent’, ‘hands-on’ and ‘trusted adviser’. Los Angeles managing partner Michael Woronoff and New York’s Ron Papa co-head the global M&A department.
Ropes & Gray LLP is best known for its supreme private equity practice, but its record in strategic M&A continues to grow steadily. The arrival of seasoned M&A specialist John Sorkin from Fried, Frank, Harris, Shriver & Jacobson LLP is another step in this direction. The firm’s standing in the life sciences, pharmaceutical and healthcare sectors and in intellectual property law has helped it achieve significant roles in a series of big-ticket transactions. Data privacy and restructuring-driven transactions are also key strengths. The firm advised Ireland-based Shire on its proposed $30bn acquisition of Baxalta, the developer of products for the treatment of hematology and immunology; Boston’s Christopher Comeau led the advice. The firm also advised Pfizer on its $17bn acquisition of injectable drugs and infusion technologies company Hospira. Clients recognize the firm as ‘a clear leader in private equity’ with the ‘best sponsor leveraged finance practice in the US’. Boston’s Julie Jones is a ‘go-to public M&A lawyer’ who ‘understands how boards think and how investors can work with companies to build constructive partnerships’. Co-head of the M&A group Jane Goldstein is now principally located in New York and has helped to give the firm additional M&A strength in the city, where Othon Prounis is also a key name. Boston’s Paul Kinsella is prominent in life sciences.
Vinson & Elkins LLP is a ‘terrific law firm’ and ‘one of the best in the energy industry’, and it is ‘head and shoulders above many of the other firms’, according to one client. Other key sectors for the firm include chemicals, retail, manufacturing and industrials. A growing proportion of the M&A practice is driven by private equity sponsors. In 2015, the firm advised Targa Resources Partners and Targa Resources Corp in connection with the $7.7bn acquisition of Atlas Pipelines Partners and Atlas Energy; the deal involved two simultaneous public M&A transactions and a sizeable public company spin-off. Houston partner and co-head of the M&A group Keith Fullenweider is known for energy M&A and private equity, and is ‘quick, knowledgeable and organized’, and a ‘good businessman’ as well as lawyer. Co-head of the energy transactions and projects practice John Connally is also a ‘standout’ practitioner according to clients, with New York’s Mike Rossenwasser recognized as a leader in energy M&A, especially in the MLP space. Other notable clients include Breitburn Energy Partners, TPG Capital, Riverstone Holdings, Teva Pharmaceuticals, Southwest Airlines, Devon Energy and White Deer Energy.
Allen & Overy LLP has a streamlined M&A practice in New York which is held in high regard, and it is considered among the leading UK-based firms operating in the US M&A market. Cross-border deals are its natural forte. Eric Shube, head of the firm’s US M&A practice, had a leading role advising Spain’s Coca-Cola Iberian Partners on its headline $22bn merger with US publicly listed bottling company Coca-Cola Enterprises Limited and the private German bottling company Coca-Cola Erfrischungsgetränke. The transaction created the UK-based Coca-Cola European Partners, now the world’s largest independent Coca-Cola bottler. Fellow New York partner Peter Harwich is known for TMT deals and recently advised Computer Sciences Corporation on its plan to separate into two publicly traded companies.
Baker McKenzie LLP is ‘excellent’ when it comes to ‘quality and speed of service’, and clients praise the firm for its ‘strong involvement and commitment to projects’ and for operating as ‘a core team member’. These characteristics, as well as the firm’s ubiquitous presence around the globe, make it a ‘priority choice in cross-border M&A transactions’. It is also increasingly active in pure domestic deals, and has notable strength in the pharmaceutical, energy, mining and technology sectors. Led by the increasingly prominent Olivia Tyrrell, it advised Baxter International on the spin-off of its bioscience business into a separate publicly traded company, Baxalta. This was one of the largest spin-offs in North American corporate history, with Baxalta having a market capitalization of in excess of $21bn. Leading technology M&A specialist Matthew Gemello led the group that advised Symantec on the international aspects of the separation and $8bn sale of Veritas to a consortium led by The Carlyle Group. Chicago’s Michael DeFranco headed the team that advised FedEx on its $1.4bn acquisition of GENCO. Chicago-based Craig Roeder and Jakub Telpy have ‘demonstrated excellent performance’ in M&A transactions along with ‘strong involvement and commitment’.
Baker Botts L.L.P. is a giant in energy M&A and advised on a multitude of $1bn-plus transactions in 2015. It advised the conflicts committee of Williams Partners on its $50bn merger with Access Midstream Partners, a deal which closed in February 2015. In addition, it represented Halliburton in its $34.6bn acquisition of Baker Hughes, and advised Regency Energy Partners, a large-cap MLP, in connection with its $18bn merger with Energy Transfer Partners. Houston-based Kelly Rose, David Kirkland and Joshua Davidson have each built up an impressive records in bulge-bracket transactions, with Davidson particularly active in MLP deals. The firm is also building its practice in New York and diversifying into non-energy areas.
Cadwalader, Wickersham & Taft LLP has a principal focus on middle-market clients, although this does not prevent it from advising on a multitude of big-ticket deals. It also has a strong reputation in the activism and proxy contest space, where it represents both shareholder activists and corporates, and its standing in this area was further enhanced by the lateral hire of Richard Brand from Kirkland & Ellis LLP in 2015. He links up with co-chair of the corporate and M&A department Christopher Cox, who is another experienced figure in activism situations and a regular adviser to life sciences, pharmaceutical, biotech, and medical device companies. In 2015, Cox represented Salix Pharmaceuticals in its $15.6bn sale to Valeant Pharmaceuticals. Aly El Hamamsy is another key member of the team and represented CPP Investment Board in connection with CPPIB Credit Investments’ $12bn acquisition of Antares Capital’s sponsor lending portfolio. Co-chair of the corporate team William Mills is another senior member of the practice and is noted for his healthcare expertise.
Clifford Chance is well positioned for cross-border mandates and has a highly credible New York M&A team. The firm holds the ‘gold standard for responsiveness’, and lawyers are ‘always available and ready to do what it takes to respond to clients’ needs’. The team is ‘totally service-oriented’, ‘practical’, ‘business-oriented’ and has ‘strong energy sector knowledge’, particularly in the Latin American markets. In 2015, it was heavily engaged in inbound transactions, and advised CM International Holding, the Singapore-based investment arm of China Minsheng Investment, on its $2.2bn acquisition of global property and casualty insurer and reinsurer Sirius International Insurance Group from White Mountains Insurance Group. In addition, it represented regular client Mondelēz International as a major shareholder in Keurig Green Mountain in the $13.9bn acquisition of Keurig by JAB Holding Company, and it advised American Tower Corporation on its $1.1bn acquisition of the Nigerian telecommunications tower business of Bharti Airtel. New York’s David Brinton is ‘extremely responsive, has in-depth M&A experience and extensive knowledge about the energy sector’. He is ‘a commercial and business-oriented lawyer’ that ‘understands the business considerations for transactions as well as the finer legal points and focuses on identifying the issues that matter’. Brinton is recognized for his record in Latin America transactions. Other key partners include the immensely experienced John Healy, who has an impressive record in public M&A and deals in the finance and healthcare sectors. Sarah Jones is New York and UK qualified and has close connections to notable clients such as Mondelēz. Benjamin Sibbett is recognized for healthcare, media and information services deals and represents clients including McGraw Hill Financial and Pfizer. Clients also applaud the depth of the team, including the high-quality associates. Robert Masella joined Shearman & Sterling LLP.
Covington & Burling LLP is ‘premier and outstanding in all areas of M&A, including transactional and financing’, and one client says that it ‘exceeds the performance of every other top-tier firm with whom I’ve dealt’. A sizeable proportion of the firm’s M&A work is on behalf its illustrious life sciences clients, with much of the remainder centered on financial services, sports and energy, and also technology, media and entertainment, which were growth areas for the firm in 2015. In life sciences, the firm assisted Allergan with several deals, including its $2.1bn acquisition of Kythera Biopharmaceuticals. It also advised Forest Laboratories on its $1.1bn acquisition of Furiex Pharmaceuticals. In technology and media, it advised Luxembourg-based Altice on its $9.1bn acquisition of a 70% stake in Suddenlink, the seventh-largest US cable operator. New York’s Scott Smith and Washington DC’s Catherine Dargan head the M&A practice, which includes New York-based JD Weinberg, a prominent financial services M&A specialist. Frank Conner and Michael Reed in Washington DC are also recognized for financial services M&A as well as other areas. Since publication, New York-based David Schwartzbaum has joined from Greenberg Traurig, LLP.
Greenberg Traurig, LLP is regularly engaged in big-ticket M&A in addition to a sizeable volume of mid-market deals. The firm represents a range of US-based and overseas corporates, and has a flourishing practice on behalf of financial advisers. In 2015, the firm advised Blackstone Advisory Partners, as lead financial adviser to packaging business Rock-Tenn Company, on Rock-Tenn’s $16bn merger with MeadWestvaco Corporation. It also represented JPMorgan Chase, as sole financial adviser to PetSmart, in relation to PetSmart’s $8.7bn sale to a private equity consortium led by BC Partners. In the corporate sphere, the firm advised Platform Specialty Products on its $3.5bn acquisition of Arysta LifeScience, and represented Teva Pharmaceuticals in its $2.3bn acquisition of Mexican drug company Representaciones e Investigaciones Médicas. Healthcare, life sciences and pharmaceuticals are key sectors for the firm, as are gaming, media and entertainment, real estate and transport. Dennis Block is the senior chairman of the firm’s global M&A practice and a big name in the market, as are Chicago’s Peter Lieberman and Miami-based global corporate and securities chair Gary Epstein. Since publication David Schwartzbaum has joined Covington & Burling LLP.
O’Melveny & Myers LLP is noted for its strength in technology transactions and cross-border deals involving Asia, and continued to handle major deals. It is also recognized for its record in the media, life sciences, industrial and energy sectors. The firm has genuine M&A strength on both coasts, and is widely acclaimed for its expertise in contested transactions. In 2015, it advised Dealertrack Technologies on its $4bn sale to Cox Automotive, and it represented BB&T Corporation in its $1.8bn agreement to acquire National Penn Bancshares. In cross-border deals involving Asia, the firm advised WuXi PharmaTech on its $3.3bn merger with New WuXi Life Science and WuXi Merger, a wholly owned subsidiary of New WuXi. Paul Scrivano is a key member of the team and was part of the advisory team on the Dealertrack and BB&T transactions. Scrivano was named head of the global M&A and private equity practice in December 2015, and splits his time between New York, San Francisco and Silicon Valley. The New York team was bolstered by the arrival of Tobias Knapp from Jenner & Block LLP in 2015. Former chair of the global M&A and private equity practice Steven Tonsfeldt joined Cooley LLP.
Paul Hastings LLP has continued its upward trajectory in headline M&A. In 2015, it hired David Shine as head of the New York M&A practice from Fried, Frank, Harris, Shriver & Jacobson LLP. Shine is a recognized name in high-value deals, particularly within the healthcare, life sciences and technology sectors. In addition, the firm recruited Samuel Waxman to the New York office from Shearman & Sterling LLP. Waxman is noted for his record in technology M&A and has deep knowledge of intellectual property driven transactions. These two hires follow a period of concerted growth for the firm on the West Coast, where several big names have joined in recent years. Technology M&A is a particular strength of the firm in the US and globally. On the cross-border side, the firm recently advised Fosun International, the largest privately owned conglomerate in China, on its acquisition - as a member of a buyer consortium backed by TPG Capital - of Cirque Du Soleil for $1.4bn. In addition, the firm represented major operators of the Taco Bell and Buffalo Wild Wings franchised restaurants on the sale of a majority stake to Partners Group. David Hernand is a pivotal figure in Los Angeles, as is fellow Los Angeles lawyer Robert Miller; San Diego’s Carl Sanchez is global chair of the M&A practice.
Willkie Farr & Gallagher LLP’s ‘overall service level is very high’, with the lawyers praised for their responsiveness and for being ‘deal-savvy, very strong at partner level and supported by a very capable tax group’. The firm has built out its nascent Houston office with the relocation of Jon Lyman from London and the hires of Michael Niebruegge from Cadwalader, Wickersham & Taft LLP, Michael De Voe Piazza from Bracewell LLP and Angela Olivarez from Jones Day. It is increasingly involved in $1bn-plus transactions, and recently it advised Centerview Partners, financial adviser to Salix Pharmaceuticals, on the $15.8bn merger of Salix and Valeant Pharmaceuticals. It also advised FIS on its announced agreement to acquire financial software company SunGard for $9.1bn. New York-based department heads David Boston and Steven Seidman are recommended. Also in New York, chairman Thomas Cerabino is ‘extremely strong, responsive and practical; he gets quickly to the heart of the matter, avoids histrionics and gets the deal done’. Other key advisers include Laura Delanoy, Rosalind Fahey Kruse and Russell Leaf, in addition to senior partner Jack Nusbaum, ‘rising star’ Adam Turteltaub and New York and Houston based Bruce Herzog. Robert Langdon exited for Simpson Thacher & Bartlett LLP’s Palo Alto office.
Wilson Sonsini Goodrich & Rosati has a virtually unrivalled record in technology M&A. In 2015, the firm represented Altera Corporation in its $16.7bn sale to Intel. In early 2016, the firm advised Microchip Technology on its $3.56bn definitive agreement to acquire Atmel. This was the result of an alternative proposal made by Microchip to Atmel’s board of directors, following Atmel’s previous agreement to be acquired by Dialog Semiconductor in September 2015. Though principally operating from the West Coast, the firm has a genuinely national and international profile.
M&A: middle-market ($500m-999m)
Index of tables
M&A: middle-market ($500m-999m)
Faegre Baker Daniels
- Jenner & Block LLP
Locke Lord LLP
- Marc Alpert - Chadbourne & Parke LLP
- Timothy Alvino - McDermott Will & Emery LLP
- Barbara Borden - Cooley LLP
Jay Bothwick -
- Douglas Cogen - Fenwick & West LLP
- Oscar David - Winston & Strawn LLP
- David Goldman - McDermott Will & Emery LLP
- Jonathan Klein - DLA Piper LLP (US)
- Kenneth Lefkowitz - Hughes Hubbard & Reed LLP
- Allen Miller - Chadbourne & Parke LLP
- David Peterman - Norton Rose Fulbright US LLP
- Mitchell Presser - Freshfields Bruckhaus Deringer LLP
- Robert Wall - Winston & Strawn LLP
- Marc Weingarten - Schulte Roth & Zabel LLP
Robert Zinn -
In addition to M&A, Chadbourne & Parke LLP’s corporate practice also covers joint ventures, private equity matters, fund formation, and corporate governance. The firm provides ‘an excellent price point with great market knowledge and experience combined with response times that are unprecedented’, and, on top of that, the ‘service orientation is remarkable - it is always attentive and gets to know clients’ businesses’. Energy deal highlights included assisting GE Energy Financial Services with the $440m acquisition of a 49% equity stake in a 762MW portfolio from Enel Green Power North America; and advising Enel Green Power and Geronimo Energy on the sale of interests in six wind farms and a portfolio of community solar projects. Other significant matters included advising Troy Corporation on its acquisition of Ashland’s industrial biocide business; assisting Meritor with its acquisition of the majority of the assets at a Sypris Solutions manufacturing facility; and advising Rockwell Collins on its acquisition of International Communications Group. Allen Miller, who has significant experience in the power and renewables sector and expertise in representing companies and financial institutions on cross-border transactions involving Latin America, and ‘the really phenomenal’ Marc Alpert, who has acted for World Fuel Services Corporation, GLG Partners and Riverstone Holdings, are team heads. Other key advisers include Charles Hord III, Kevin Smith and Sey-Hyo Lee, as well as Morton Grosz, Claude Serfilippi, William Greason, Talbert Navia and Kessar Nashat, whose ‘overall level of service is very high’. All named partners are New York based.
With ‘great knowledge of the market and commitment to client service’, DLA Piper LLP (US)’s ‘outstanding and professional practice is very service-oriented and good value for money’, particularly standing out for its global platform and sector expertise, especially in technology, life sciences and healthcare, but also in consumer products, real estate, insurance, manufacturing and financial services. While Kelly Tubman Hardy exited for Hogan Lovells US LLP’s Baltimore office, the practice grew again in 2015 through partner hires in Philadelphia, Houston, Silicon Valley, San Francisco and New York. High-profile matters included advising the owners of the Atlanta Hawks on the $850m sale of the NBA franchise to an investment group, which involved negotiating a plan of sale between disparate ownership groups, hiring investment bankers and effecting successful closing; and acting for a developer and provider of advertising software and computing services, Mediaocean, in its $720m sale to Vista Equity Partners. Key cross-border buy-side deals in the lower middle-market included advising Fosun Group on its $433m acquisition of Meadowbrook Insurance Group; and acting for Federal-Mogul Corporation in the acquisition of certain business assets of TRW’s engine components business for $313m. Large IT-related deals included advising IT management software provider SolarWinds on its $4.5bn sale to private equity firms Silver Lake Partners and Thoma Bravo. New York-based Jonathan Klein is US M&A practice chair; Charles Baker, who has a core focus on the sports, media and consumer goods sectors, is ‘a very good negotiator and deal guy, very technically competent, and as responsive as anyone can be’; and sports, media and entertainment transactions specialist Richard Rubano is ‘smart, technically competent, hard working and dedicated’; Baker and Rubano are based in New York. US corporate chair Robert Smith Jr in Baltimore has advised buyers and sellers in 100-plus transactions involving public and private companies. Also recommended are Chicago partners Neal Aizenstein, Andrew Weil and Robert Davis III, who is ‘a very strong M&A lawyer’. ‘Strong commercial lawyer’ Vinny Sanchez divides time between Chicago and Los Angeles and focuses on complex commercial transactions, with a particular emphasis on transactions involving IP assets and cutting-edge technologies. Elsewhere, Jeremiah Sullivan in Boston has ‘excellent judgment and the ability to get deals done’; Paul Chen, who splits his time between Silicon Valley, San Francisco and Hong Kong, leaves clients ‘feeling very satisfied as a result of his professional and cost-conscious manner during international M&A deals’; and North Virginia-based Eric Grossman’s ‘opinion is valued and he is an integral part of clients’ success’. Ed Batts joined Orrick, Herrington & Sutcliffe LLP’s Silicon Valley office.
McDermott Will & Emery LLP’s ‘service is excellent - the deep team’s top-notch lawyers are responsive, knowledgeable and able to address and advise on issues out of the gate’. Much of the practice’s deal flow of late has been driven by a large number of cross-border transactions, special purpose acquisition company (SPAC) deals and wealthy families making corporate investments. The healthcare sector remains a core focus for the firm, as do energy, manufacturing, and chemicals; it is also active in the rapidly consolidating alcoholic beverage industry. In 2015, the firm expanded in Dallas through the recruitment of ‘brilliant’ M&A partners Gregory Hidalgo (‘acute attention to details and legal nuances are invaluable’), Wilson Chu and Soren Lindstrom from K&L Gates - hires which boost the firm’s capacity to do cross-border M&A involving Asia and Europe. In a $500m deal, the ‘exceptional team’ was lead counsel to a SPAC, Levy Acquisition Corp., which bought and took public fast-food chain Del Taco. As an example of the practice’s expertise in spin-off transactions, it acted for the management team of Talen Energy on PPL’s spin-off to form an independent power producer. Large deals included acting for global agricultural products company Olam International in its $1.3bn acquisition of Archer Daniels Midland Company’s global cocoa business. Representative of the firm’s strength in the life sciences sector, its US attorneys teamed up with colleagues in Paris to advise Innate Pharma on a $1.28bn partnership agreement with AstraZeneca. Xerox and Nokia are also clients. New York-based firm-wide corporate chair David Goldman focuses on general corporate and business counseling, with a concentration on corporate finance, M&A and complex commercial transactions. Also based in New York, Timothy Alvino, who has represented clients in industry sectors such as avionics, energy, manufacturing, media and software, ‘is held in the highest of regard’. Thomas Conaghan’s experience includes cross-border business combinations, going-private transactions, stock sales and purchases, and asset transactions; and Samuel Wales has ‘great availability, knowledge and thoughtfulness’; both are based in Washington DC. Michael Sartor in Boston focuses on representing private equity sponsors, and public and private companies, in M&A deals; Byron Kalogerou, who chairs the firm’s life sciences industry group and heads the Boston corporate advisory practice, is ‘excellent, with a great business sense and an ability to prioritize demands and challenges’; and Silicon Valley-based California corporate practice head Mark Mihanovic, whose M&A practice has an emphasis on technology, life sciences and healthcare, is ‘very responsive and pays attention to details’.
Winston & Strawn LLP regularly works on significant M&A transactions for blue-chip clients, distinguishing itself through its expertise in highly regulated industries such as energy and financial services. Christopher Zochowski, who joined from Pillsbury Winthrop Shaw Pittman, LLP and established the firm’s corporate presence in the Washington DC office, and Matthew Bergmann, who acted for TreeHouse Foods in its $2.7bn acquisition of ConAgra Foods’ private-label business, are M&A and securities practice co-chairs. Other large deal highlights for the team included advising Motorola Solutions on the $3.45bn sale of its Enterprise business unit to Zebra Technologies. Recent middle-market highlights include Oscar David (M&A and securities practice co-chair until 2015) leading the advice to Abbott Laboratories on a $300m joint venture with New Zealand-based Fonterra Co-operative Group to acquire five dairy farms in China; Steven Gavin acting for medical equipment and technology company Hill-Rom in its acquisition of Welch Allyn; and Brian Schafer assisting D+H with its acquisition of payment services provider Fundtech. Robert Wall, Gregory Bynan, Bruce Toth and Matthew Costigan are also highly rated. All attorneys mentioned above are based in Chicago. In Houston, Richard Wynne has handled hundreds of private company acquisitions and divestitures; with particular expertise in the energy sector, his experience includes advising Cameron International on the disposition in 2014 of its reciprocating compression business to General Electric for $550m, and advising Houston-based private equity firm Rock Hill Capital on multiple portfolio company acquisitions and dispositions. Robert Rawn in New York acts for clients in the manufacturing, life sciences, technology, telecoms and private investment sectors, and has advised Silgan Holdings on numerous deals. Chicago and New York based James Junewicz, who led advice to AAR CORP in the $725m sale of its air cargo division to Transdigm Group, is also recommended. The private equity buyout practice is led by New York-based Bradley Vaiana and Los Angeles-based Eva Davis. Eric Green joined the Washington DC office from Pillsbury Winthrop Shaw Pittman, LLP.
Fenwick & West LLP stands out for its highly respected technology M&A practice, regularly advising on serial acquisitions for established private companies, including Dropbox, and public companies such as Facebook and Cisco Systems. It also acts for emerging companies in sales to more established companies, with recent matters including advising Skybox Imaging, creators of the world’s smallest high-resolution imaging satellite, on its $500m sale to Google. Buy-side highlights included assisting music discovery platform Pandora with its approximately $450m agreement to acquire live events technology company Ticketfly; advising mobile games company King Digital Entertainment on its agreement to acquire Seattle-based game developer Z2Live; and acting for Tokyo-based Rakuten, one of the world’s largest internet services companies, on its acquisition of OverDrive for $410m. Other highlights included advising mobile fitness app MyFitnessPal on its $475m sale to Under Armour. M&A co-chairs are Douglas Cogen in San Francisco, whose technology transactions include over 100 deals for Cisco Systems, and David Healy in Mountain View, who has represented a wide range of public hi-tech companies, including HP, Cadence, Silver Spring Networks, McKesson, Dell and Sun Microsystems; other notable Mountain View advisers include Scott Joachim, Adam Halpern, Blake Martell, Ralph Pais, Kris Withrow and Gregory Roussel. San Francisco-based Stephen Gillespie and Lynda Twomey, and Stephen Graham and Alan Smith in Seattle are also highly rated. Recent growth for the firm saw Mountain View-based David Johanson join as a partner in the private equity practice from Kirkland & Ellis LLP, and Ken Myers - who recently relocated to New York from the firm's Mountain View office - promoted to the partnership. .
Freshfields Bruckhaus Deringer LLP’s ‘truly top-notch team of experienced deal makers is extremely commercial, technically excellent and has a good understanding of business drivers; it adds real value through its approach and marketplace knowledge’. Middle-market matters included assisting Japan Tobacco with its acquisition of US e-cigarette brand Logic Technology Development; and advising Mast-Jägermeister on its acquisition of alcohol brands distributor Sidney Frank Importing Company. Other highlights included acting for diversified seafood company Icicle Holdings during its announced agreement to sell Icicle. Large cross-border deals included advising Japan Tobacco - alongside the firm’s Düsseldorf office - on its $5bn acquisition of the non-US operations of Reynolds American’s Natural American Spirit business; and acting for London Stock Exchange Group, together with the London office, in its proposed $1.15bn sale of Frank Russell Company’s asset management business to private equity firm TA Associates, in partnership with Reverence Capital Partners. US M&A head Mitchell Presser distinguishes himself with expertise in private equity, especially food and agricultural investing, while co-head of global M&A Peter Lyons has a career spanning over 30 years and has acted on several dozen multibillion-dollar deals; the pair have been central to the firm’s expansion of its US transactional practice. Matthew Herman, who ‘provides great expertise and fantastic service levels’, is highly rated for his advice to corporations, financial sponsors and other financial intermediaries on their public and private M&A needs, whether the transaction entails assets in the US, US counterparties, or investments or acquisitions in high-growth markets; Doug Bacon is recommended for large, multinational carve-out sales, cross-border M&A transactions, joint ventures and private equity transactions; and Timothy Wilkins has an impressive track-record of representing Asian, European and US multinational corporations in cross-border M&A, private equity matters and joint ventures.
K&L Gates has particular strength in the technology, media, telecoms and energy sectors, as well as in infrastructure, transportation, financial services, healthcare and life sciences. Cross-border highlights included advising Quebec-based Boralex on its €280m acquisition of French wind farm owner and operator, Enel Green Power France. It also acted for Microsoft Deutschland in its acquisition of 6Wunderkinder, creator of the to-do application Wunderlist, and advised Recall on its acquisition of Business Records Management. Demonstrating the team’s financial services deal experience, it advised bank holding company WesBanco on its agreement and plan of merger with ESB Financial Corporation. Other matters included acting for silver producer Hecla Mining on its merger agreement with Revett Mining; and advising LKQ Corporation, the largest provider of replacement car and truck parts in the US, on the acquisition of Stag Parkway Holding Company. Large deals included assisting PharMEDium Healthcare Holdings with its $2.6bn sale to pharmaceutical sourcing and distribution company AmerisourceBergen. Group head Robert Zinn, who devotes much of his time to serving family owned and other private enterprises on transformative events - often in their sale to private equity firms or large corporations - divides time between New York and Pittsburgh. Other recommended advisers include Sandy Feldman and Henry Shin in New York; Merrick Hatcher, Craig Walker and Mark McMillan in Chicago; Pittsburgh-based Kristen Stewart; Randolph Goodman, Michelle Wakino and Barclay Collins in Washington DC; and Annette Becker in Seattle.
King & Spalding LLP stands out for both the strength of its national practice and its high- profile M&A experience in the California, Georgia, North Carolina and Texas markets. On the large deal side, the team advised family-owned department store company Belk on its $3bn sale to private equity firm Sycamore Partners, and Atlanta partners William Baxley and Spencer Johnson III led advice to payment services provider TSYS in its $2.35bn all-cash acquisition of Vista Equity Partners’ portfolio company TransFirst. Other matters included acting for American Capital Equity in the sale of denture services provider Affordable Care to Boston-based investment firm Berkshire Partners. Atlanta-based global corporate practice head Raymond Baltz and Jack Capers Jr are recommended. John Crespo in Houston, Richard Bange III, who splits time between Charlotte and New York, and Matthew Jacobson, who splits his time between New York and Silicon Valley, are also highly rated. As is Silicon Valley-based Judith O’Brien, who heads the emerging company practice. Recent arrivals included public company specialist Alana Griffin, who joined in Atlanta from Synovus Financial Corporation; Geoffrey Leonard, who focuses on representing technology and life sciences companies, from Ropes & Gray LLP in San Francisco; and Ye Cecilia Hong from Kirkland & Ellis LLP in New York.
Norton Rose Fulbright US LLP grew its practice further through the hires of Houston-based Stephanie Hildebrandt, who focuses on MLPs, from Enterprise Product Partners, and, from Kaye Scholer LLP, New York-based Andres Liivak, who focuses on health technology transactions. Highlights included advising Tesoro Logistics on its merger with QEP Midstream Partners, and, in the energy space, assisting downstream energy company Delek US Holdings on its agreement to acquire 48% of Alon USA Energy’s outstanding shares for approximately $572m. Other matters included acting for the largest specialty bedding retailer in the US, Mattress Firm Holding Corp, in its $425m purchase of The Sleep Train. Large deals included advising Bayer on the $1bn divestiture of its diabetes care business to Panasonic Healthcare. Houston-based US corporate, M&A and securities department head David Peterman acts for clients from the energy, private equity, manufacturing and retail sectors; Efren Acosta focuses on M&A for private and public companies, with a concentration on the manufacturing and oilfield services industries; and private equity chair Edward Rhyne has represented private equity-sponsored clients on various domestic and international acquisitions, including the acquisition of a major league baseball team. Other recommended lawyers include Glen Hettinger in Dallas, San Antonio-based US business law head Daryl Lansdale Jr, Marilyn Mooney in Washington DC and Gene Lewis in Denver.
Schulte Roth & Zabel LLP has offices in New York and Washington DC and distinguishes itself through its focus on private equity M&A, investment manager M&A and distressed investing transactions. The team advised Cerberus Capital Management on its affiliate’s acquisition of Visteon Corporation’s global automotive interiors business, which involved a complex international asset carve-out. Buy-side private equity-related highlights included acting for New York-based Veritas Capital, which invests primarily in government contractors, in its acquisition of Alion Science and Technology Corporation. It also advised Marlin Equity Partners on its acquisition of Fidelis Cybersecurity Solutions from defense industry contractor General Dynamics. Sale-side matters included assisting Orchard Brands with its $410m sale to Capmark Financial Group (now known as Bluestem Group). The chairs of the M&A and securities practice are John Pollack, whose clients include private investment funds, and publicly traded and privately held companies; Richard Presutti, who regularly represents private equity clients such as Levine Leichtman Capital Partners and Black Diamond Capital Management; and Stuart Freedman, who advises various well-known money managers on acquisitions and control and non-control investments (including of companies engaged in financial restructurings). Marc Weingarten and Robert Goldstein are also recommended. All partners named are in New York. David Rosewater exited for Morgan Stanley, while special counsel Frank Kwok joined the firm in New York from Simpson Thacher & Bartlett LLP.
WilmerHale has a strong reputation for advising technology, life sciences, financial services, defense and other regulated industry clients in the US and Europe. Middle-market buy-side mandates included advising Akamai Technologies on its acquisition of Octoshape, a supplier of video streaming optimization technology for over-the-top content; assisting Progress Software with its $262m acquisition of Bulgarian app development tools provider Telerik; and assisting Staples with its definitive agreement to acquire all of the outstanding shares of Office Depot. On the sell side, the team acted for mobile supply-side platform Nexage in its $107m sale to Millennial Media. In large deals, it acted for Analog Devices in its $2.5bn acquisition of Hittite Microwave, and, in the retail energy sector, it assisted Cumberland Farms with the sale of a portion of its fuel station assets and equity interests in Gulf Oil for $1.1bn. Jay Bothwick and Hal Leibowitz, who focuses on corporate law matters for companies in the technology and life sciences industries, are Boston-based M&A co-chairs; co-chair of corporate and energy and chair of cleantech Mick Bain represents companies from startup to high-growth stage, with an emphasis on the software, mobile and telecoms sectors. Steven Singer chairs the firm’s transactional department from the New York and Boston offices and advises public and private companies in the life sciences industry. Other key practitioners are Mark Borden in Boston, Palo Alto-based Joseph Wyatt and Stephanie Evans in Washington DC.
Akin Gump Strauss Hauer & Feld LLP’s practice grew through the arrivals of Washington DC-based corporate transactions specialist Andrew Brady from Skadden, Arps, Slate, Meagher & Flom LLP and real estate transactions expert David Phelps in Los Angeles from Paul Hastings LLP. Middle-market energy matters included advising propane gas provider Ferrellgas Partners on the $837m agreement to acquire midstream services company Bridger Logistics; and acting for Gulfport Energy Corporation in the acquisition of oil and gas assets in Utica Shale from American Energy-Utica. Other key transactions included assisting Bluestem Group (formerly Capmark Financial Group) with its $410m acquisition of national multi-channel direct marketer Orchard Brands. Mega-deal highlights included advising Baker Hughes as securities counsel on its sale to Halliburton, and assisting Alliance Data with its $2.3bn purchase of digital marketing company Conversant (formerly ValueClick). Corporate practice head Kerry Berchem in New York and Washington DC and London-based global energy and transactions head Rick Burdick are recommended. Other key advisers include Daniel Fisher, who divides time between Washington DC and New York, John Goodgame in Houston, New York-based Jeffrey Kochian, and Frank Reddick in Los Angeles.
Standing out for significant technology and life sciences expertise, Cooley LLP recently added former Reed Smith LLP partners Garth Osterman and Yvan-Claude Pierre in San Francisco and New York respectively. It also added depth in the communications, media and higher education sectors through its 2014 combination with Dow Lohnes’ Washington DC office. Highlights included advising online real estate business Move on its $950m sale to News Corp, and acting for multinational technology company Cisco Systems in its $635m acquisition of OpenDNS. Other key deals included advising Rally Software on its $480m sale to CA Technologies; assisting biopharmaceutical company Auspex Pharmaceuticals with its $3.5bn sale to Teva Pharmaceuticals; serving as M&A and regulatory counsel to Meredith Corporation in its merger with Media General; and assisting NetScout Systems with its definitive agreement to acquire Danaher’s communications business for $2.6bn. Rama Padmanabhan and Barbara Borden in San Diego, Jamie Leigh in San Francisco and Palo Alto-based Craig Menden are recommended. Other noteworthy practitioners include Alfred Browne in Boston, Kevin Mills and Edward O’Connell in Washington DC, and Laura Medina in Broomfield, Colorado.
Dentons has a strong focus on cross-border transactions, especially in the financial, manufacturing, energy, healthcare and technology markets. It has grown its practice significantly through the hires of Atlanta-based Steven Berson from Nelson Mullins Riley & Scarborough LLP, Jeffrey Dunetz in New York from Mayer Brown, and Dallas-based Lane Folsom, Donald Hammett Jr and Toni Weinstein from Locke Lord LLP. In addition to the above laterals, the firm’s combination witlh McKenna Long & Aldridge resulted in 24 partners joining the corporate practice. Significant deals included advising Carpathia Hosting and its controlling shareholder Spire Capital Partners on the $326m sale of Carpathia to QTS Realty Trust. Cross-border matters included assisting Thailand-based petrochemical producer Indorama Ventures Public Company with its $225m acquisition of Chinese company Performance Fibers. Michael Cochran in Atlanta, Chicago-based Michael Froy and Stephan Mallenbaum in New York are key contacts.
New York-based international law firm Hughes Hubbard & Reed LLP’s middle-market deals included advising AMC Networks on its $200m acquisition of a 49% stake in BBC America, with the agreement structured as an equity joint venture. It also acted for animal health company Zoetis in its $255m acquisition of certain assets of Abbott Laboratories’ veterinary division, and advised industrial manufacturer ITT Corporation on its acquisition of California-based parts designer and manufacturer Hartzell Aerospace. Large deal activity included serving as lead counsel to Merck in its $9.5bn acquisition of Cubist Pharmaceuticals, and assisting Kenner & Co with its $1.1bn acquisition, alongside Swiss investment management firm Partners Group, of a controlling stake in Dynacast International. Kenneth Lefkowitz and James Modlin are recommended. Candace Beinecke, Charles Samuelson, Avner Ben-Gera and David Schwartz are also highly rated.
Distinguishing itself with expertise in regulated sectors such as energy, life sciences and financial services, Reed Smith LLP regularly handles deals for Fortune 500 and public companies as well as strategic investors and private equity funds, with deals usually occupying the $100m-$1bn range. It also has lawyers who specialize in media, manufacturing, financial services, food and beverage, and technology. Highlights included advising BBC Worldwide on the sale of a 49% interest in BBC Americas to AMC Networks. Other matters included assisting the developers of e-discovery software Relativity-kCura with a $125m investment into its business by San Francisco-based Iconiq Capital, and a cross-office team advising gas and fluid control solution provider Sherwood Valve on the closing of its sale to an affiliate of publicly traded Mueller Industries. John Martini is corporate and transactional advisory head and Brian Miner is M&A head; both are based in Philadelphia. Hires into the practice included Sahra Dalfen, George Pavlenishvili and Niket Rele in New York from Crowell & Moring LLP, Stoel Rives LLP and Wiggin and Dana LLP respectively. Outgoings included Garth Osterman and former global head of corporate and securities Yvan-Claude Pierre joining Cooley LLP’s San Francisco and New York offices respectively.
Faegre Baker Daniels has been especially active in food and beverage-related deals of late, as well as healthcare transactions, and is increasingly involved in deals over the billion-dollar mark. Notable mandates included advising General Mills on the $765m sale of its Green Giant and Le Sueur vegetable businesses to B&G Foods, and acting for Hormel Foods in the $775m acquisition of Applegate Farms. Large deal highlights saw the team act for Black Hills Corporation in its $1.89bn acquisition of SourceGas and related financing, and assist Cargill with the $1.45bn agreement to sell its US-based pork business to JBS USA Pork. Minneapolis-based M&A head Bruce Engler advises buyers, sellers and institutional investors on public and private M&A transactions; corporate group leader Chris Hofstad stands out for his experience working with closely held businesses, including those that are family owned, and also regularly advises professional and amateur sports organizations. Roger Rhoten in Chicago recently advised on several complex international transactions, including multibillion-dollar acquisitions involving European private equity sponsors.
Noted for advising Fortune 500 and middle-market companies, as well as private equity funds and their portfolio companies, Jenner & Block LLP’s ‘overall level of service is both excellent and industry leading, with a top-level range of expertise that also retains a personal relationship with its clients’. In the middle market, the team advised Papillon Resources on its $570m merger with B2Gold Corporation. It also acted as M&A counsel to Archer Daniels Midland during the $440m sale of its global chocolate business to Cargill, assisted Honeywell with its $185m acquisition of printer manufacturer Datamax-O’Neil, advised American Natural Gas on its acquisition of Northville NG Fuels, and assisted a Tokyo-based conglomerate with the $400m acquisition of the linkage and suspension business of TRW Automotive Holdings. In large deals, the team acted for Danfoss in the acquisition of Finland-based public company Vacon. Chicago-based corporate chair Joseph Gromacki is ‘an extremely talented lawyer and strong problem solver, who is attuned to clients’ business needs and the operational practicalities of business organizations’. M&A chair Thomas Monson has represented public and private companies in mergers, stock and asset acquisitions and divestitures, venture capital transactions, restructurings and joint ventures, and Jason Osborn has managed transactions in industries such as healthcare, financial services, retail services and manufacturing. Jeffrey Shuman, Mercedes Hill, Mark Harris and Peter Rosenbaum are also recommended. All the above named lawyers are in Chicago. Also highly rated are Thomas Stromberg and Carissa Coze in Los Angeles and, in New York, Martin Glass and Uri Doron, who is ‘a highly competent lawyer, with a clear ability to give both helpful legal advice and opinion, whilst also adapting and working within a client’s culture in terms of corporate and geographic considerations’. Expansion within the team saw Los Angeles-based Neil Cummings join from Proskauer Rose LLP, and in Chicago, private equity lawyers Alan Roth and Christopher Douglass joined from Locke Lord LLP and Matthew Pacella joined as special counsel from Kirkland & Ellis LLP. Pacella advises private equity sponsors and their portfolio companies and public companies on domestic and cross-border business transactions.
Although smaller in size than some of its competitors, Linklaters LLP’s New York-based team has the ability to cover similar-sized transactions, working on high-profile matters for both foreign and domestic corporates. The ‘M&A practice gives very responsive and relevant advice and shows good market know-how’. Following on from the firm’s ongoing assistance to Novartis in a number of transactions globally, the team acted for the client in the $275m sale of its influenza vaccines business to CSL. Other key transactions included assisting Assa Abloy with its acquisition of two Brazilian companies, Indústria Metalúrgica Silvana and Metalika Indústria e Comércio de Artefatos Metálicos, and acting for Queijo Holding Corp. in the $148m proposed acquisition of Brazil Fast Food Corporation. Large deals included advising Alent on the cash offer by Platform Specialty Products Corporation to acquire the client; acting for Bayer on the US-side of the carve-out of its plastics division; advising Visa Europe on the sale of its share capital to Visa; and assisting Petrochemicals Industries Company, as a shareholder and joint venture partner with Dow, with the $3.2bn sale of their MEGlobal business in North America and Europe, marking a key step in Dow’s previously announced divestment strategy. Notable names are Scott Sonnenblick, whose practice spans a variety of industries, with a particular emphasis on cross-border transactions and complex joint ventures, and who has ‘great experience in M&A transactions, is always responsive and gets right to the point’, and Peter Cohen-Millstein, who is highly rated for public and private M&A and is ‘a great lawyer with excellent interpersonal skills’. Casper Lawson retired from the firm.
Locke Lord LLP’s deal experience includes advising on stock and asset acquisitions, joint ventures, going-private transactions, LBOs, spin-offs, and tender and exchange offers. In the energy space, the team advised PCORE Exploration & Production, a portfolio company of Natural Gas Partners, on the $149m sale of underdeveloped acreage and oil and gas producing properties to Parsley Energy. On the large deal side, it acted for NextEra Energy Partners in its $2.1bn acquisition of NET Midstream, a private company that owns long-term contracted gas pipelines in Texas. Other highlights included advising One Source Networks on its sale to GTT Communications. Christopher Graham in Providence, Rhode Island serves as co-chair of the firm’s corporate and transactional department; his clients include private equity funds, Fortune 500 companies, and technology and life sciences start-ups.
M&A: middle-market (sub-$500m)
Index of tables
M&A: middle-market (sub-$500m)
- Andrews Kurth LLP
Ballard Spahr LLP
- Blank Rome LLP
Bryan Cave LLP
Dorsey & Whitney LLP
- Katten Muchin Rosenman LLP
Kelley Drye & Warren LLP
Kramer Levin Naftalis & Frankel LLP
Manatt, Phelps & Phillips, LLP
- Nixon Peabody LLP
- Orrick, Herrington & Sutcliffe LLP
- Pillsbury Winthrop Shaw Pittman, LLP
- Seward & Kissel LLP
- Seyfarth Shaw LLP
- Sheppard, Mullin, Richter & Hampton LLP
- Sutherland Asbill & Brennan LLP
- Bass, Berry & Sims PLC
- Brown Rudnick LLP
Brownstein Hyatt Farber Schreck, LLP
- Curtis, Mallet-Prevost, Colt & Mosle LLP
Dickinson Wright PLLC
Epstein Becker & Green, P.C.
Gardere Wynne Sewell
- Hunton & Williams LLP
Kleinberg, Kaplan, Wolff & Cohen, P.C.
Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
- McGuireWoods LLP
Morris, Nichols, Arsht & Tunnell LLP
Nelson Mullins Riley & Scarborough LLP
Richards, Layton & Finger, P.A.
Schnader Harrison Segal & Lewis LLP
Stroock & Stroock & Lavan LLP
- James Abbott - Seward & Kissel LLP
William Asher Jr -
Choate, Hall & Stewart
- Daniel Berick - Squire Patton Boggs
- Jeryl Bowers - Sheppard, Mullin, Richter & Hampton LLP
- Frank Chaiken - Thompson Hine LLP
- Emanuel Cherney - Arnold & Porter Kaye Scholer LLP
Richard Cicchillo Jr -
Kilpatrick Townsend & Stockton
- Steven Goldberg - Baker & Hostetler LLP
- Mark Grossmann - Katten Muchin Rosenman LLP
- Joseph Johnson III - Goodwin Procter LLP
Stewart Landefeld -
Perkins Coie LLP
Timothy Lavender -
Kelley Drye & Warren LLP
- Kevin Lavin - Arnold & Porter Kaye Scholer LLP
Thomas Molner -
Kramer Levin Naftalis & Frankel LLP
- Charles Morton Jr - Venable LLP
Michael Nemeroff -
- Mitchell Nussbaum - Loeb & Loeb LLP
- Carl Roston - Akerman LLP
- David Sanders - Foley & Lardner LLP
- Suzanne Saxman - Seyfarth Shaw LLP
- John Schuster - Cahill Gordon & Reindel LLP
- Wade Stribling - Sutherland Asbill & Brennan LLP
Akerman LLP has a strong track record of middle-market M&A work, particularly within the healthcare, technology, retail, and restaurant industries, handling complex work for both buyers and sellers, including in the private equity space. Healthcare mandates included advising Simply Healthcare Holdings on its sale to healthcare insurance giant Anthem. On the buy side, the team assisted Canada-based Resolute Forest Products with its $156m acquisition of tissue products manufacturer Atlas Paper Holdings; acted for Shanghai-based multimedia company Tiger Media (now IDI) in its acquisition of US-based data solutions provider The Best One; and advised IT services provider Advanced AV on its simultaneous acquisition of two companies and a related debt and equity refinancing. Growth in the practice saw Arturo Banegas Masiá join the New York office from Verizon Wireless, Andres Mendoza join from Bilzin Sumberg Baena Price & Axelrod LLP and Felipe Berer promoted to partner. Martin Burkett and Carl Roston head the M&A and private equity group from the Miami office and senior statesman of the firm’s M&A practice Teddy Klinghoffer is highly rated. Corporate practice chair Mary Carroll advises general partners, private equity funds, entrepreneurs and private and public companies on a broad range of deals; Jonathan Awner specializes in public and private securities transactions, M&A and private equity investments; and Stephen Roddenberry has assisted buyers, sellers, investors, directors’ boards and their special committees, and other stakeholders with hundreds of M&A deals, spin-offs, and restructurings involving private and public companies. All partners listed above, unless otherwise stated, are in Miami.
Before the headline merger on January 1, 2017, the legacy Arnold & Porter group at Arnold & Porter Kaye Scholer LLP had already welcomed Hans Dyke in Washington DC from Kirkland & Ellis LLP and Charles Bethill in New York from Alston & Bird LLP. The pair add considerable expertise: Dyke advises on M&A, joint ventures and equity investments, particularly within the electric power and oil and gas industries, while Bethill focuses mainly on the financial services industry. The team is noted for its handling of large and complex transactions, particularly in regulated industries, as well as assisting private equity firms with middle-market M&A transactions. There is a significant international aspect to its practice, with an emphasis on Latin America. Industry strengths include federal government services, financial institutions, life sciences, healthcare, IT and energy. Also in the group are Washington DC-based Kevin Lavin, Paul Freshour and Steven Kaplan; Joseph Tirone, who divides his time between Washington DC and Houston; and Andrew Varner, who is Washington DC and New York based. In New York, Joshua Berick and Robert Azarow are recommended. Stephanie Coutu, Teresa Johnson and Edward Deibert are notable San Francisco attorneys. On the legacy Kaye Scholer side, names to note include New York-based Emanuel Cherney, Stephen Koval and Kathleen Moriarty.
Baker & Hostetler LLP is primary M&A counsel to TransDigm Group, and recently advised the client on several significant matters, including the cross-border acquisition of Telair Cargo Group. Large deal highlights saw the team advising the franchise relationship committee of Coca-Cola Enterprises’ board of directors on the combination of Coca-Cola Enterprises, Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke to form Coca-Cola European Partners; the complex transaction established the world’s largest independent Coca-Cola bottler based on net revenues. It also acted for The E.W. Scripps Company in its merger with Journal Communications and on the subsequent spin-off of the combined business’ newspapers. The firm-wide business group chair is Cleveland-based John Gherlein, who has acted on several acquisitions in the aerospace industry; the transactions team leaders are Steven Goldberg in New York, who primarily handles private equity matters, joint ventures and strategic investments, and Ronald Stepanovic in Cleveland, who has particular experience in the acquisition and disposition of privately held companies by private equity funds. Atlanta-based Emily Crosby, who typically works with healthcare clients on transactional matters, joined the firm from Community Health Systems. Also in Atlanta, the firm welcomed former McKenna Long & Aldridge attorneys Clayton Coley - who focuses on representing public and private companies in regulated industries, including financial services, healthcare and technology - and David Brown - who advises clients on the acquisitions of strategic targets in the US and South America. In New York, Rajiv Khanna joined from Sidley Austin LLP; he focuses on domestic, cross-border, and multi-jurisdictional M&A transactions.
Cahill Gordon & Reindel LLP is ‘a great lead counsel for M&A of any size, and the level of service is outstanding on any metric’, say sources. ‘The speed, pragmatism, deep understanding of complex issues, creative problem-solving and flexible approach to issues are phenomenal, and exactly what any general counsel would want’. The firm’s client base includes buyers, sellers, boards of directors and their committees, and directors and officers, and it advises on M&A, joint ventures, spin-offs and other significant strategic transactions. It has advised insurance brokerage and risk management firm Integro on numerous middle-market transactions, including its acquisition of HealthCare Risk Specialists, a provider of professional liability insurance services to physicians and physicians’ groups. Other healthcare-related deals included assisting ICON, a provider of drug development solutions and services, with its acquisition of MediMedia Pharma Solutions. In the energy space, in a larger scale transaction, the team acted for Foresight Energy (FE) on the disposal of a significant economic interest in FE to Murray Energy Corporation for a cash consideration of $1.37bn. It also advised Coca-Cola Enterprises on its agreement to combine with Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke to form Coca-Cola European Partners. Helene Banks is ‘superb - she communicates well, has total command of her team, is always available and remains calm when things begin to disintegrate’, according to clients. She also ‘keeps the client’s goals at the forefront and knows her subject matter completely’. John Schuster is ‘always available and very responsive to clients’ needs; he has deep industry knowledge, lots of experience, creativity and a willingness to help clients achieve their objectives’. James Clark, William Hartnett, Jonathan Mark, William Miller, Kimberly Petillo-Décossard, Michael Sherman and Susanna Suh are also recommended. All named advisers are New York based.
Choate, Hall & Stewart ‘provides an excellent overall service and comes highly recommended, and also has deep and relevant industry knowledge’. The practice stands out for its advice to technology and life sciences companies, and recently acted for FireFly Bioworks in the disposal of its micro RNA assay business to publicly traded UK company Abcam via the merger of an indirect subsidiary of Abcam with and into Firefly. It also assisted specialty pharmaceutical provider BioRx and Symmetric Capital (an investor in BioRx) with the sale of BioRx to Diplomat Pharmacy, and advised Crane & Co on the sale of Crane Technical Materials to public company Neenah Paper. On the buy side, the team assisted Altaris Capital Partners with the purchase of hospital administrative support services company Patient Accounts Services and its affiliates. Particularly recommended are Boston-based partners William Asher Jr, who stands out for technology and life sciences deals, Brian Goldstein, who co-chairs the firm’s business and technology group, and Frederick Callori, who is noted for his expertise in relation to gene therapy technology deals.
Foley & Lardner LLP represents numerous clients in the real estate and healthcare sectors, as well as in energy, telecoms, technology, manufacturing, infrastructure and life sciences. Recent highlights include advising Omron Management Center of America on the $202m acquisition of Adept Technology, which involved an all-cash tender offer followed by a second-step merger, and advising Canadian Solar on its $265m purchase of Recurrent Energy from Sharp Corporation. In the private equity space, the team assisted Sverica International Management with the sale of RestorixHealth to an investment group led by Leonard Green & Partners. Other key matters included advising Magnetek on its sale to Columbus McKinnon, and acting as lead counsel to Denmark-based Bunker Holdings in its acquisition of the operations of LQM Petroleum Services, a deal which highlights the firm’s continuing work with Scandinavian businesses looking to acquire in the US market. Milwaukee-based Steven Barth - who has assisted buyers, sellers, investors and intermediaries with over 600 business combination transactions - co-chairs the transactional and securities group with David Sanders in Washington DC. Chris Laukenmann and Richard Ferris Jr, in Los Angeles and Washington DC respectively, are also highly rated. Other noteworthy names include Steven Hilfinger in Detroit, Jay Rothman, Bryan Schultz and ‘the highly recommended’ Kevin Schulz in Milwaukee, Gardner Davis in Jacksonville, and Tampa-based Curt Creely.
Focused on middle-market M&A, with deals ranging from $100m to $1bn, Goodwin Procter LLP’s corporate practice fields attorneys in Boston, Los Angeles, New York, San Francisco, Silicon Valley and Washington DC. Industry strengths include technology, life sciences, REITs, financial services and private equity. Recently it advised Studer Group, a professional services firm that assists healthcare providers, on its announced agreement to be sold to Huron Consulting Group for $325m, and it acted for longstanding client Courier Corporation in its $320m sale to one of its largest competitors. It also assisted GoDaddy with a variety of corporate matters, including its acquisition of the majority of Apptix’s direct public and multi-tenant cloud customers, and advised OverDrive on its $410m sale to Rakuten. In higher value deals, the team acted for TA Associates, its portfolio company Fotolia and Fotolia’s CEO and co-founder in the announced sale of Fotolia to Adobe for $800m, and advised specialty pharmaceutical company AMAG Pharmaceuticals on the $700m acquisition of Cord Blood Registry, the world’s largest stem cell collection and storage company. Financial adviser mandates included acting for Centerview Partners in relation to AbbVie’s $21bn acquisition of biopharmaceutical company Pharmacyclics and its flagship product Imbruvica. It also advised Teva Pharmaceuticals on its all-cash $3.2bn acquisition of Auspex Pharmaceuticals. Mark Bettencourt advises private and public companies from the software, internet, digital media, communications, and networking equipment and information services industries; Joseph Johnson III has substantial experience in M&A, especially in the life sciences and technology spaces; Stuart Cable acts as outside general counsel to public and private companies involved in the life sciences and technology sectors and also represents private equity and venture capital sources investing in such companies and investment banks serving those industries; John Egan co-chairs the firm’s technology companies and life sciences group; and John LeClaire co-chairs the private equity group. Silicon Valley-based Lawrence Chu is also recommended. Except where otherwise stated, attorneys are based in Boston.
There was some movement in Loeb & Loeb LLP’s practice group, with the arrival of Rima Moawad and Neil Lefkowitz in New York from Haynes and Boone, L.L.P. and Dickstein Shapiro respectively, and the departure of former corporate chair David Schaefer, who left to become COO at CounterPointe Energy Partners. Moawad brings experience in representing public companies, private equity firms and management groups in domestic and cross-border M&A, restructurings, going-private transactions and other corporate matters. In the TMT space, it advised RTL Group on its acquisition of 65% of the equity of SpotXchange for an initial investment of $144m; it advised US-based reality television production company Jupiter Entertainment on the sale of a majority interest in the company to Sky Broadcasting; and it acted for Country Thunder, a country music festival company, during negotiations with William Morris Endeavor Entertainment to establish a strategic alliance to bring the two entities together to build, market and execute country music festivals across the US and Canada. Other significant transactions included assisting the stockholders of PHS/MWA Aviation Services with the sale of all of their shares to Wencor. New York office managing partner Mitchell Nussbaum and Los Angeles-based Paul Severin co-chair the capital markets and corporate practice. Kenneth Benbassat, Steven Hurdle Jr and Allan Duboff in Los Angeles and Chicago-based Ross Emmerman are all experienced advisers.
Squire Patton Boggs is ‘excellent in all instances’, say sources. ‘It is a go-to firm for broad capabilities and expert advice regarding transactions and its solution-minded lawyers offer prompt responses and great bench depth’. In the environment sector, the team acted for CECO Environmental in its $150m acquisition of PMFG, a provider of engineered equipment for air pollution abatement. Other significant work saw the practice assist longstanding client American Greetings Corporation and its subsidiary with the $105m sale of its Strawberry Shortcake brand to Iconix Brand Group, and advise ICF International, a provider of consulting services and technology solutions, on its $295m acquisition of OCO Holdings and its subsidiaries. In the upper middle-market, a team of lawyers from five of the firm’s offices advised A. Schulman, a supplier of high-performance plastic compounds, powders and resins, on the $800m acquisition of Citadel Plastics Holdings from private equity firms HGGC and Charlesbank Capital Partners. Palo Alto and San Francisco-based Nicholas Unkovic and Daniel Berick in Cleveland are highly rated. Key changes in the team involved Jenny Liu relocating to San Francisco from the firm’s Beijing office and Thomas Gaynor joining Nixon Peabody LLP.
At Vedder Price, the ‘response times are short, the quality of work is excellent and the practice understands how to obtain clients’ objectives’. The team, which is also ‘extremely pragmatic, giving clients big-firm skills and experience at small firm prices’, frequently acts in complex regulated industries, such as financial services, healthcare, construction, gaming, aerospace and investment services. Highlights included acting for L Squared Capital Partners in its majority acquisition of Virtium Technology; advising online food-ordering company GrubHub on its acquisition of Restaurants on the Run, the West Coast’s largest restaurant food delivery service; and acting for payroll processing firm Entertainment Partners in the acquisition of Ease Entertainment Services. In Chicago, finance and transactions chair Michael Nemeroff is recommended, as is William Bettman, and Guy Snyder ‘understands the business risks in an M&A transaction better than any lawyer’, according to one client. Also in Chicago, John Obiala ‘provides clients with a competitive advantage when dealing with other companies; he is always ahead of the other attorneys’. Scott Adamson in Los Angeles is also highly rated. Denise Tormey, who joined the New York office from Dentons, regularly represents private equity funds, founders and portfolio companies on buy-side and sell-side transactions.
Venable LLP’s ‘corporate group is second-to-none’ and is ‘highly responsive, efficient and able to crunch an enormous amount of work quickly and intelligently’. Private equity-related matters included advising Perdue Farms on its acquisition of Niman Ranch from LNK Partners, which owns Niman Ranch’s parent. It also acted as Maryland counsel to OmniAmerican Bancorp in its $310m merger with and into Southside Bancshares. Acting in the upper middle-market, the team co-advised PlentyOfFish Media on its $575m sale to the Match Group. Charles Morton Jr ‘always looks out for clients’ best interests’ and splits his time between Washington DC and Baltimore. Washington DC-based Robert Bolger Jr (‘thoughtful and creative’) has an emphasis on representing clients in the advertising, entertainment services and hospitality industries.
Andrews Kurth LLP grew its practice through the promotions to partner of Jordan Hirsch in Houston and Cindy Lin and Brian Dillavou in Austin. The practice is ‘always very responsive, provides stellar advice, has the depth of resources to work multiple projects for clients and provides the highest investment return for the legal work done’. Energy mandates included advising the conflicts committee of Shell Midstream Partners GP’s board of directors during its $448m acquisition of additional interests in Zydeco Pipeline Company and Colonial Pipeline Company; and advising Crestwood Equity Partners (CEP) on its agreement with Crestwood Midstream Partners to merge with CEP’s newly formed subsidiary, simplifying Crestwood’s corporate structure into a single publicly traded partnership; and acting for Sunoco in its acquisition of Susser Holdings Corporation from Energy Transfer Partners. It also advised Highlander Partners on its sale of The Composites Group to Citadel Plastic Holdings. Houston-based David Buck and Michael O’Leary are highly rated. Other recommended Houston advisers are John Clutterbuck, Jon Daly, Melinda Brunger, Hal Haltom Jr, Henry Havre and firm managing partner Robert Jewell. Key Washington DC attorneys include Bill Cooper and Eric Markus, while Dallas-based office managing partner Mark Solomon, Peter Bogdanow, David Washburn and Victor Zanetti, as well as Austin-based Alan Bickerstaff (‘trusted adviser’, ‘always professional and experienced in a wide variety of legal areas’) also merit mention.
Ballard Spahr LLP’s 70-plus M&A and private equity attorneys are recommended for their advice to both strategic and financial acquirers, while on the sale-side, the client base includes both small, privately held companies and multinational public companies. During transactions, the team works closely with the firm’s tax, securities, executive compensation, employee benefits and IP lawyers. Philadelphia-based M&A and private equity practice leader Craig Circosta represents clients in the medical devices, chemicals, aerospace and retail sectors. The team recently advised Teleflex’s subsidiary, Teleflex Medical Europe, on its acquisition of private Israeli company Truphatek, in what was the 40th M&A transaction in which the firm has represented Teleflex since 2005. Other key buy-side deals included acting for Triumph Group in its acquisition of the Gulfstream G650 and G280 wing programs from Spirit AeroSystems Holdings and in related supply and service agreements. The team also recently assisted PSEG Solar Source with the acquisition of over 15 solar facilities and projects. In the upper middle-market, the team acted for natural and organic meat company Applegate Farms in its $775m sale to Hormel Foods Corporation. Brian Doerner is the life sciences and technology group leader; Karen McConnell in Phoenix has closed 400-plus transactions for buyers and sellers during her career; and Michele Rowland in Denver is recommended for her representation of large and middle-market companies, private equity funds, private fund investors and fund portfolio companies on their acquisitions and divestitures.
Blank Rome LLP’s practice saw significant growth through the arrival of Malcolm Ross in New York and Jason Eig, Emanuel Faust Jr and Kenneth Morrow in Washington DC from Dickstein Shapiro, which closed its doors in early 2016. Ross has particular experience in the telecoms and wine and spirits supply and distribution industries, and Morrow acts as general outside counsel to Harbour Group. The M&A team regularly handles complex LBOs, from acquisitions by financial buyers to management-led buyouts; it also handles the acquisition and financing of public and non-public companies of all sizes. Philadelphia-based Alan Zeiger stands out for his advice to public and private companies and private equity funds, as well as entrepreneurs. Gary Goldenberg’s experience includes assisting with the acquisition of an automotive products and services business on behalf of a national automotive-related company. In 2015, the team acted for NewSpring Holdings and two senior executives in the acquisition of Seattle-based X5 Solutions. Corporate, M&A and securities vice-chair Linsey Bozzelli serves as outside general counsel to a number of emerging and middle-market companies in various industries, including fashion, consumer goods, design, branding and technology support; she recently advised SunGard Public Sector on its acquisition of local government software solutions developer CRW Systems.
Transactional work is a core practice at Bryan Cave LLP, with the firm standing out for M&A deals involving US companies targeted by foreign buyers. Recent matters saw a cross-border team advise Neenah Paper on its $120m acquisition of all the equity interests of ASP FiberMark from an affiliate of American Securities. It also acted for Edgewell Personal Care (formerly Energizer Holdings) on the tax-free spin-off of its Household Products and Personal Care businesses, and assisted specialty biopharmaceutical company Mallinckrodt with the sale of its global contrast media and delivery systems business to Guerbet for $270m. In healthcare, Atlanta-based Rick Miller led a multi-office team that represented Omega Healthcare Investors during its acquisition of Aviv REIT in a stock-for-stock merger. St Louis-based team leader Steven Baumer, who has acted for Emerson Electric in numerous acquisitions and divestitures, has experience working with companies in the agriculture, aviation, manufacturing, technology, banking, life sciences, telecoms and consumer goods industries; Tara Newell in New York, who advised Piedmont Community Bank Holdings on its acquisition of control of Crescent Financial Bancshares, is also a key partner.
Advising public and private companies of all sizes, financial sponsors, private equity firms and investment banks, Dorsey & Whitney LLP’s deal experience includes M&A, divestitures, corporate restructurings, strategic partnerships, cross-border transactions, auctions and takeover defense. In late 2015, New York-based private equity chair, Eric Rytter and Kevin Maler in Minnesota advised Early Warning Services (known for fraud prevention and risk management) on its acquisition of the largest financial institution-led digital payments network in the US. Other highlights included acting for cloud television and connected home solutions provider Entone in its $73m sale to Amino Technologies. In Utah, Samuel Gardiner has assisted clients in more than 100 M&A or similar transactions over the last decade, and Layne Smith is recommended for advising operating companies and investors in the healthcare and technology industries. New York-based Scott Desmond and Robert Rosenbaum and William Jonason in Minnesota are also highly rated.
Katten Muchin Rosenman LLP’s ‘excellent service includes very good response times, practical advice and great availability, and the lawyers do not waste time on low-risk or low-value problems’. Clients also praise ‘the best possible legal advice, with matters always properly staffed by the right people, while the firm makes an effort to understand clients’ businesses and is considered almost an adjunct to companies’ legal departments by senior management’. The practice has particular strength in LBOs, MBOs, going-private transactions, proxy contests, spin-offs, tender offers and restructurings, with deep sector knowledge in healthcare services, pharmaceuticals, sports, education, financial services, manufacturing, real estate, media and investment funds. In the education space, the team advised Meritas on the sale of a portfolio of six schools in North America, Switzerland and China to Nord Anglia Education. In another cross-border matter, it assisted New Hope Investment Fund with its acquisition of privately held meat processor and food manufacturer Ruprecht Company. Other key instructions saw the team acting for Carlisle & Gallagher Consulting Group in the sale of the company to NTT DATA. Towards the larger end of the spectrum, it acted for Ardent Health Services in its sale to Ventas for $1.75bn. Chicago and New York based global corporate head Mark Grossmann (‘exceptional legal skills and ability’) and David Landau in New York head the M&A group. In Chicago, Jeffrey Patt is ‘smart, has a commercial approach, gives practical advice, does not try to score points off the other side and is even-tempered in negotiations’, and the ‘very knowledgeable and responsive’ Matthew Brown ‘listens to clients as to what is important and works hard to get those points’. Other noteworthy advisers include Russell Black and of counsel Victor Wray in Charlotte, Los Angeles-based Stephen Antion, and Mara Glaser McCahan in Washington DC. In 2015, Chicago-based Kimberly Smith rejoined the firm as co-head of the nationwide private equity practice and Daniel Peters arrived in the Los Angeles office, both from Paul Hastings LLP.
Supported by strong finance, tax and real estate practices, Kelley Drye & Warren LLP’s ‘excellent M&A team’ frequently acts on deals in the financial and investment services, telecoms, consumer brands, IT and outsourcing, real estate, healthcare, logistics and energy industries. In a deal engineered by private equity firm General Atlantic, the team advised Chicago-based retail online brokerage firm tradeMONSTER Group on its $108m combination with OptionsHouse. Other names on the client list include FreightCar America, Cinedigm and Lifeway Foods. Timothy Lavender in Chicago has extensive experience in M&A deals, ranging from small asset acquisitions and dispositions to multimillion-dollar transactions, including providing strategic counsel and conducting primary negotiations; Lavender also has deep energy industry experience.
New York-based Kramer Levin Naftalis & Frankel LLP regularly advises both buyers and sellers, including entrepreneurial start-ups and large multinationals, and is particularly focused on the middle market. In addition, the firm’s litigation department regularly assists with M&A deals, such as during complex contests for corporate control of companies. The practice recently grew its team through the recruitment of David Berg from Arnold & Porter LLP; Berg’s industry experience includes aviation, biotechnology, media, telecoms, and forest and paper products. Highlights included advising AmTrust Financial Services on its $152m acquisition of Warranty Solutions, and acting for Stone Point Capital in its $300m acquisition of professional employer organization Oasis Outsourcing. It also assisted Alex Brands with its acquisition of Juratoys and its subsidiary toy brands, Janod and Kaloo, and advised Capmark Financial Group on its $565m acquisition of Bluestem Brands. On the sale side, the team acted for Perella Weinberg Partners in the negotiations of an agreement for the sale of its portfolio company Infinity Franchise Holdings. Steven Goldman, James Grayer, Thomas Molner, James Moriarty and Scott Rosenblum are recommended; Howard Spilko has particular knowledge of the strategic use of representations and warranties insurance during acquisitions; and Ernest Wechsler is ‘very responsive and always willing to work with clients on any time schedule thrown at him; he is also very skilled at negotiating with difficult parties and helping bridge gaps when negotiations break down’.
Providing M&A representation from four locations in California, as well as from New York and Washington DC, Manatt, Phelps & Phillips, LLP often draws upon the skills of its antitrust, environmental, real estate, IP, tax, labor and executive compensation lawyers when handling complex transactions. Recent matters included advising internet-based postage services provider Stamps.com on its all-cash $215m acquisition of high-volume shipping technologies provider Endicia, and assisting European media group Bertelsmann Learning on the $540m acquisition of Relias Learning, a provider of online courses. In the pharmaceutical sector, the team acted for generic prescription manufacturer and distributor InvaGen Pharmaceuticals on its sale to India-based global pharmaceutical company Cipla. In another sell-side mandate, the team advised Budget Rent A Car of Southern California on its sale to Avis Budget Group for $260m, in addition to the cost of the acquired fleet. Gordon Bava, Richard Maire Jr and Ben Orlanski in Los Angeles all draw praise from the market. Recent growth in the Washington DC office in 2015 included Douglas Boggs and Alan Noskow joining from Squire Patton Boggs and Brian Ashin arriving from Wilson Sonsini Goodrich & Rosati. However, in a notable outgoing, former M&A chair David Grinberg joined Sidley Austin LLP’s Century City office.
Nixon Peabody LLP’s ‘team offers a commendable level of service, with the lawyers demonstrating a high level of business acumen when addressing transactional issues and remaining focused on meeting the client’s investment objectives’. Clients are also impressed by ‘the practice’s fast response times and its lawyers’ ability to plan ahead, anticipate and resolve issues, and their ability to meet tight timelines’. The team regularly represents Constellation Brands in its global acquisition and financing transactions, including its $1bn acquisition of Home Brew Mart. Other highlights included advising Japanese electronics company TDK Corporation on its pending $250m acquisition of Minnesota-based Hutchinson Technology, and assisting Paychex on a variety of M&A transactions, including the acquisition of Advance Payroll Funding. The firm is also primary outside M&A counsel to Tegna (formerly Gannett) and has advised the client on numerous television, newspaper and digital media acquisitions, divestitures, and joint venture transactions; it also recently acted for Junction Solutions in the sale of its business assets to RSM US. Boston-based M&A and corporate transactions head David Martland is ‘able to preempt problems and communicate them to the client in a coherent manner’; John Partigan in Washington DC is public company transactions leader; and New York-based Daniel McAvoy is also a key contact. San Francisco and Los Angeles based Thomas Gaynor joined from Squire Patton Boggs, and the firm’s January 2015 merger with Chicago-based Ungaretti & Harris also added depth to the corporate and M&A practice.
Orrick, Herrington & Sutcliffe LLP’s team stands out for its advice to the technology industry, advising a wide array of private, public and emerging company clients. It has been especially active in deals relating to the recent consolidation of the renewable energy and infrastructure sectors, and is particularly notable for cross-border work. Highlights included acting for Thales in its $400m acquisition of data protection provider Vormetric, and advising Pinterest on its acquisition of Icebergs, a Barcelona-based online collaboration service. On the disposals side, the team advised Sharp Electronics, through its subsidiary Recurrent Energy, on its $265m sale to Canadian Solar. In the upper middle-market, it advised Symphony Technology Group on its $780m sale of software engineering and integration services provider Symphony Teleca. On the larger end of things, in the infrastructure space, the team acted for IFM Investors Pty on behalf of IFM Global Infrastructure Fund in its $5.72bn acquisition of 100% of the membership interests of ITR Concession Company, while renewable energy related deals included advising SunEdison and its yieldco, TerraForm Power, on the acquisition of First Wind Holdings for approximately $2.4bn. New York-based King Milling, Burton Haimes and Peter Rooney are recommended. Other key advisers include Harry Clark and Olga Sirodoeva in Washington DC; San Francisco-based John Cook and Richard Vernon Smith; and Sam Haviland in Seattle. Ed Batts joined the Silicon Valley office from DLA Piper LLP (US) as co-head of the global M&A and private equity practice and Hiroshi Sarumida was hired in New York from Skadden, Arps, Slate, Meagher & Flom LLP.
Pillsbury Winthrop Shaw Pittman, LLP’s team stands out for its advice on deals in the technology, communications and life sciences sectors. Recent technology-related work includes advising PLX Technology on its $309m sale to Avago Technologies, assisting Tilera Corporation with its sale to EZchip Semiconductor for $130m, and acting for Cervalis Holdings in its $400m sale to CyrusOne. On the buy side, the team acted for Inphi Corporation in its $126m acquisition of Cortina Systems, and advised Ernst & Young on its acquisition of The Parthenon Group. Washington DC-based corporate and securities practice leader Robert Robbins and Donald Kilpatrick in New York are recommended, as are Craig Chason in North Virginia and Silicon Valley-based Jorge del Calvo.
‘Solving legal problems rather than creating them’, Seward & Kissel LLP’s ‘effective and efficient group excels at providing legal services and advice to middle-market companies, and performs excellent work at reasonable prices’. The practice is known for transactions within the investment management and shipping sectors; it also regularly handles complex middle-market deals in the media industry and assists with high-profile sell-side M&A matters. Furthermore, expanding on the firm’s strength in the financial services sector, it recently completed transactions involving the sale of broker-dealers. In shipping, the team acted for global oil tanker shipping client Frontline on its agreement to merge with Bermuda-based Frontline 2012 to create one of the world’s leading tanker companies. Investment management transactions included advising Whitebox Advisors on the sale of a 19.9% minority stake to Dyal Capital Partners. James Abbott is ‘extremely well versed in the ins-and-outs of M&A legal issues and the problems and legal solutions during deal making’; Craig Sklar is ‘an outstanding transaction attorney’; and Nick Katsanos is ‘very client-service oriented, meets deadlines and provides good advice’. Meir Grossman is also highly regarded.
A substantial portion of Seyfarth Shaw LLP’s M&A practice, ‘which works with clients to help them build their businesses in an efficient and high-quality manner’, focuses on middle-market transactions. Its ‘counsel during M&A procedures is consistently accurate and timely, and the team’s knowledge and expertise proves invaluable’. A cross-departmental team successfully advised Alleghany Capital on the acquisition of 84% of IPS-Integrated Project Services; it also assisted a sports equipment manufacturer with its acquisition of the global brand, sales and innovation rights to Louisville Slugger. On the sell side, highlights included acting for integrated media company the Dispatch Printing Company on its agreement to sell all of its print publications to New Media Investment Group. In large deals, the team advised cable operator Suddenlink Communications on selling a controlling stake in its company to Altice for $9.1bn. National M&A chair Suzanne Saxman in Chicago and New York-based vice-national M&A chair Andrew Lucano and Stanley Bloch (‘tremendous expertise and gives solid advice’) are recommended. Elsewhere, Washington DC office managing partner Robert Bodansky ‘gives clients the time, attention and respect they deserve, truly demonstrating that excellent service is a core value that he subscribes to’. Chicago corporate chair Steven Meier and Theodore Cornell III, together with Los Angeles-based Michael Clark, Ofer Lion and Douglas Mancino, are also highly rated attorneys. Growth in the practice saw Paul Pryzant in the Houston office joining from Burleson LLP; and New York-based Howard Jiang, Gabriel Monzon-Cortarelli and Eric Simonson arriving from Locke Lord LLP, Greenberg Traurig, LLP and Blank Rome LLP respectively.
Sheppard, Mullin, Richter & Hampton LLP is ‘an incredibly useful partner to clients, who derive great value as the team is always responsive and hugely knowledgeable and professional’, moreover, ‘the depth of knowledge is significant and the advice is always simple, clear and useful’. The practice enjoyed impressive growth through the recruitment of several partners, including Century City-based Jeffrey Kateman and Adam Ettinger from Latham & Watkins LLP and Strategic Counsel Corporation respectively; Craig Mordock, Michael McKinnon and Joshua Dean in Orange County from Jones Day, Greenberg Traurig, LLP and Bingham McCutchen respectively; New York-based Joseph Daniels, Andy Felner and Adam Freiman from Loeb & Loeb LLP, FDX Capital/FDX Offshore and King & Spalding LLP respectively; and Hwan Kim in Washington DC from Squire Patton Boggs. Recent highlights for the practice include Los Angeles-based Lawrence Braun advising the shareholder of Press Forge Company on the sale of the company’s stock to Precision Castparts Corp.; David Sands in Los Angeles acting for Banijay Group in its acquisition of a controlling interest in US production company Stephen David Entertainment; and M&A chair Will Chuchawat, also in Los Angeles, assisting an affiliate of Shanghai Fosun Pharmaceutical with its investment in The Center for Orthopedic and Research Excellence. Other matters included Century City-based Linda Michaelson advising BoosterMedia on its acquisition of the Hallpass Media web game network from SGN Games. Corporate practice heads Jeryl Bowers in Century City, Del Mar-based John Hentrich and Shon Glusky in New York are recommended. Also deserving of mention are David Sunkin and Zachary Turke in Los Angeles and Lucantonio Salvi in Washington DC.
‘Consistently performing well and the best law firm in the South’, according to a source, Sutherland Asbill & Brennan LLP’s ‘great lawyers make things happen at a fair price and understand business - they are in a league of their own’. The team has particular strength in regulated sectors such as insurance, energy and natural resources, communications, healthcare and life sciences, and also works with clients in the chemicals, construction, e-commerce, financial services, manufacturing, and timber and forest product industries as well as private equity investors. Recent matters include advising TE Connectivity on its all-cash acquisition of designer and manufacturer of catheter systems AdvancedCath, which intersected the healthcare, technology and private equity sectors; it also continued its ongoing representation of BC Technical, a provider of medical imaging services, in the expansion of its national operations through the acquisitions of MedX, Polaris Medical Imaging, Virtual Medical Sales, Atlas Medical Technologies of Florida, and Ohio Valley Medical Systems. Other key instructions included advising registered investment adviser BlackRock Kelso Capital Advisors on its sale of substantially all of its business to BlackRock Advisors, and serving as lead outside counsel to Olam Americas in the $176m acquisition of the US’ third-largest peanut sheller McCleskey Mills. In Atlanta, practice head Wade Stribling is ‘a top adviser’, Robert Pile is ‘very helpful and goes to extraordinary lengths to help clients close the deal on reasonable terms’, and Thomas Herman, Marc RaAwls, Matthew Block and David Zimmerman are also recommended. Bert Adams, James Dwyer and Robert Copps are key New York attorneys, while Cynthia Krus, William Dudzinsky Jr and Michael Steinig are highly rated Washington DC attorneys.
Standing out for its knowledge of the regulatory aspects of transactions, Dinsmore & Shohl LLP’s recent matters included advising iSqFt, a software-as-a-service company that serves the construction industry, on its sale to Genstar Capital in what was a complex reverse triangular merger requiring detailed tax analysis. Large deal highlights included advising laser printer manufacturer Lexmark on the acquisition of Kofax for around $1bn. In Cincinnati, Susan Zaunbrecher chairs the corporate department and the business, acquisitions and securities practice; and M&A head John Barnes regularly acts for manufacturing businesses, healthcare clients, and banks and bank holding companies.
Drinker Biddle & Reath LLP is experienced in both private and public company transactions. Highlights included the corporate and securities team advising Conestoga Bancorp on its $105m merger with Beneficial Bancorp. In Princeton, John Stoddard III, who has over 30 years’ experience advising businesses and their officers, directors and owners on their legal and business matters, co-chairs the firm’s M&A and private equity group. Chicago-based David Rubenstein acts for family-owned businesses on sales to public companies, private companies and equity funds; his representative experience includes leading the advice on a public company disposal program, which involved sales of several farm equipment manufacturers, a plastic processor and an oil well services company.
Foley Hoag LLP distinguishes itself through its experience in complex acquisitions and sales of technology and life science companies. Recent sell-side mandates included assisting Quantia during its sale to Physicians Interactive, a provider of digital engagement solutions for healthcare professionals and consumers; it also acted for SunSetter Products in its sale to window hardware supplier Springs Window Fashions. Key buy-side work included advising Alere on its acquisition of substantially all of the assets of US Diagnostics for $60m. Boston-based Alexander Aber and Joseph Basile co-head the M&A team. Peter Rosenblum is also highly rated.
Holland & Knight LLP’s M&A team advises clients in the government contracts, technology, telecoms, healthcare, energy, financial services, maritime and professional services sectors. The team advised US Investigations Services on the sale of its Global Security and Solutions division to services contractor PAE. Other sell-side highlights included assisting Global Net Services with its sale to Information Innovators. William Mutryn in Northern Virginia co-leads the corporate M&A practice. In early 2016, the firm hired a corporate group based in Stamford from Dickstein Shapiro, which included its former corporate and finance practice leader Martin Clarke, Christopher Cerrito, John Flaherty, Thomas Freed, Evan Seideman, Lindsay Sheehy, Gloria Skigen and Victoria Zerjav, as well as New York lawyer Merrill Ulmer.
Kilpatrick Townsend & Stockton is recommended for its advice on cross-border, leveraged deals, and particularly stands out for IP-related transactions. The team acted for the units of a multinational telecoms corporation on the transfer of speech recognition technology and assets, including certain patents and other IP; and it advised Aaron’s on its $55m purchase of Dent-a-Med, the issuer of The HELP Card. Other highlights included advising insurance services company Fortegra Financial Corporation on its $218m sale to Tiptree Financial, and acting for Bioptigen, known for optical coherence tomography, on its sale to Leica Microsystems. In larger deals, the team acted for Campus Crest Communities in its entry into a $1.9bn merger agreement with Harrison Street Real Estate; it also advised American Tower and its affiliates on the acquisition and leaseback of approximately 6,480 cell towers in Brazil from TIM Celular for approximately $1.2bn. Richard Cicchillo Jr in Atlanta is an expert in transactions in the construction, industrial equipment, aerospace and defense, and telecoms sectors. Raleigh-based Thomas Steed III is also highly rated and, in Silicon Valley, Carole Bellis and David Eaton are noteworthy names. Elsewhere, San Diego-based Kandace Watson and Washington DC-based Gary Bronstein and Joel Rappoport are well respected attorneys.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. focuses on emerging and regulated industries, such as communications, digital media, energy, clean technology, healthcare, life sciences and technology. Merger highlights for 2015 included advising Naurex, a clinical-stage biopharmaceutical company, on its merger with global pharmaceutical company Allergan. Boston-based M&A chair Dean Zioze’s representative experience includes advising Philips Healthcare and Philips Lighting on middle-market M&A and other strategic transactions. Michael Fantozzi has extensive M&A experience as both purchaser’s and seller’s counsel, and Gregory Fine is also recommended. In New York, Charlotte Edelman has a strong middle-market transactional practice.
On the buy side, Munger, Tolles & Olson focuses on advising private equity firms, financial sponsors and strategic investors during the negotiations of their acquisitions, ranging from small minority stake purchases to multibillion-dollar company buyouts, and, on the sell side, it typically assists companies, boards, special committees and shareholders plan for and achieve their exit goals. Recent mandates included acting for Lazard as the financial adviser to Ryland Group regarding its merger with Standard Pacific Corporation, which created the fourth-largest homebuilder in the US. In a mega deal, it advised Berkshire Hathaway on its $37.2bn acquisition of Precision Castparts Corporation, reportedly Berkshire’s largest-ever deal. Los Angeles-based Mary Ann Todd and Robert Denham are recommended.
Perkins Coie LLP’s M&A group is active in several industries, including life sciences, telecoms, software, media, REITs, energy and manufacturing. In late 2015, the team acted for Nimes Capital in its acquisition of Togo’s Holdings, the franchisor of Togo’s sandwich shops. Other highlights included assisting Planar Systems (known for display and digital signage technology) on its sale to Leyard American Corporation. San Francisco-based Michael Glaser heads the national practice; and Randy Bridgeman in Chicago, Andrew Moore and Stewart Landefeld in Seattle and Palo Alto-based Fiona Brophy are other key names to note.
From its US offices in Boston, New York and Washington DC, Sullivan & Worcester LLP advises large public companies with aggressive acquisition programs, a nationally known buyout firm, foreign enterprises expanding into the US, and technology companies and family-owned businesses seeking liquidity. It also has a strong REIT practice, representing some of the nation’s largest public and private REITs in their various transactions. In 2015, the team acted for Diversified Business Communications during a series of acquisitions in the health IT and services arena. It also acted as US counsel to ClickSoftware Technologies, a provider of workforce management software, in its agreement to be sold to private funds in an all-cash transaction valued at approximately $438m. Other deal highlights included advising Greentube on its acquisition of AbZorba Games; assisting Locus Energy, a solar monitoring and data analytics provider, with its sale to Genscape; and acting for Hospitality Properties Trust (HPT) in a sale-leaseback transaction with TravelCenters of America (TA), whereby HPT acquired 19 travel centers and certain assets owned by TA at 11 travel centers that HPT leases to TA. Boston-based corporate and M&A head Lewis Segall’s clients include major financial institutions, private equity groups, family-owned businesses, family offices and other investors, as well as emerging and established companies engaged in the renewable energy, advertising, healthcare, communications, manufacturing and software sectors; and Carol Wolff acts for emerging and established businesses, including family-owned companies in industries ranging from technology, communications and financial services to manufacturing and distribution.
Thompson Hine LLP stands out in the market for its proprietary SmartPathSM legal project management system, which monitors project work and costs against work plans and budgets. Recent matters include Cincinnati-based David Willbrand acting for real estate technology firm Dotloop in its sale to Zillow Group. In the upper middle-market, corporate transactions and securities chair Frank Chaiken, also in Cincinnati, and Corby Baumann in New York advised Sigma-Tau on the $900m sale of its Oncaspar product portfolio to Baxter International. Elsewhere, Columbus-based Jim Balthaser advised the founders of a specialty manufacturing business on the $315m-plus sale of the business to a private equity fund; Tony Kuhel advised STERIS during three complex acquisitions of privately held companies in the bioscience, surgical equipment repair and sterilization industries; and David Neuhardt in Dayton continued to advise Teradata Corporation on its program of strategic technology acquisitions. Cleveland-based Thomas Aldrich’s industry expertise includes chemicals, electronics, industrial equipment, financial services, medical technology and commercial real estate. New York-based Garrett Evers is another contact.
Particularly strong in energy-related deals, Thompson & Knight LLP’s recent transactional work includes advising EnCap Investments on the $301m sale of all its equity in Paloma Partners III to Gulfport Energy Corporation. Houston-based Michael Pierce’s practice includes advising private equity funds, financial institutions, private and public companies, and other capital providers during investment and M&A transactions, particularly in the natural resources area; and Joe Dannenmaier in Dallas serves clients in the energy, heavy industry, transportation, technology, private equity, venture capital and finance fields.
Arent Fox LLP is particularly strong in heavily regulated sectors, such as sports, hotels, wine and spirits, and healthcare, where the firm brings expert regulatory knowledge along with its transactional advice. It has also seen a significant increase in corporate activity in the restaurant and retail industries. Recent matters included acting for District Photo in its multimillion-dollar acquisition of the Snapfish online photo business from Hewlett-Packard, and, in the government contracting space, it advised the buyer on the acquisition of four business units involved in turbine engines, aerospace, aviation, and air parts and supply. Washington DC-based corporate and securities head Steven Cohen acts for clients in industries as diverse as technology, media, sports, real estate, hospitality and healthcare. Other key practitioners include Amy Donnelly, Deborah Froling, Richard Gale, Jay Halpern, Carter Strong and Jeffrey Jordan.
Davis Wright Tremaine LLP’s business transactions practice has 200-plus lawyers regularly advising companies on deals across the US and globally, and frequently acts alongside the firm’s tax, employment and real estate colleagues on transactions. Over the last 30 years, Seattle-based Bruce Bjerke has handled hundreds of transactions for clients such as Starbucks, Microsoft, Amazon, Red Lion Hotels and Edison Energy, and also counsels boards of directors on corporate governance and strategic planning. Matthew LeMaster heads the firm’s M&A practice and stands out for his expertise in real estate, hospitality and timberlands; in the hotels sector, LeMaster has acted for Red Lion Hotels on multiple acquisitions and sales of hotel properties; in the technology and software sector, his representative experience includes advising the buyer during the acquisition of a company specializing in mouth guard sensors; in manufacturing, distribution and retail matters, he has assisted a building products company during multiple asset acquisitions; and in the services and financial industries, he has advised on asset and stock acquisitions.
Duane Morris LLP is ‘given high marks for the quality of its work and the practice is very responsive to clients’ needs, while its partners and associates show a remarkably good sense of business knowledge’. The team represents early-stage and mature companies in negotiated acquisitions and sales as well as in relation to hostile takeover attempts and defending against them. Highlights included advising Argosy Private Equity on its acquisition of Panhandle Oilfield Service Companies through a newly formed subsidiary, POSC Holding (POSC), and subsequently acting for POSC in its acquisition of Eagle Automation. It also assisted Vonage with the acquisitions of VoIP targets, including gUnify. Former corporate practice head George Nemphos and corporate partner Jay Cohen in Baltimore retired from the practice; Brian Kerwin now chairs the corporate group.
With experience in nearly every major industry sector, Haynes and Boone, L.L.P.’s clients range from private equity firms and closely held corporations to large financial institutions and Fortune 500 public companies. Recent matters included two of its offices advising Houston-based Trademark Construction on its sale to HITT Contracting; it also acted for American Electric Power in the $550m sale of its commercial barge subsidiary to American Commercial Lines. Dallas-based Tom Harris has over 25 years’ experience in acquisitions, divestitures and other corporate matters. Also in Dallas, Janice Sharry, Eric Williams, Scott Wallace and name partner Michael Boone are recommended. Houston-based Ricardo Garcia-Moreno, George Gonzalez, William Nelson and Steven Buxbaum and Fort Worth-based Brian Barnard are experienced attorneys.
Holland & Hart LLP’s M&A group works closely on deals with the firm’s tax, environmental, IP, antitrust, litigation, labor, employee benefits, finance, bankruptcy, real estate, and securities teams. Recent works includes advising family-owned Taos Ski Valley on the successful sale of the New Mexico skiing area to billionaire hedge fund manager and conservationist Louis Bacon. Denver-based Chris Groll advises clients in a variety of industries, including aggregates and cement, beverage distribution, software, telecoms and internet, as well as consumer products, professional services and manufacturing.
Irell & Manella LLP has deal experience on behalf companies from the technology, communications and entertainment sectors, as well as healthcare, biosciences, retail, manufacturing and energy clients. The firm’s private equity deal highlights included advising funds managed by Genstar Capital on acquiring iSqFt and BidClerk, providers of data, analytics and software to the commercial construction industry. The team also acted for media company Network Communications in its sale to CoStar Group in a stock transaction valued at $170m. Los Angeles-based practice heads Joshua Grode and Gregory Klein are recommended.
Lowenstein Sandler LLP’s team is well known for technology, life sciences and biotechnology M&A transactions. In 2015, the team advised Estée Lauder Companies on its investment in South Korean company Have & Be Co, known for skincare brands Dr. Jart+ and Do The Right Thing, and acted for Moelis Capital Partners in its investment in Flexible Architecture and Simplified Technology, a provider of software to the insurance industry. Other recent matters include assisting Lakeland Bancorp with its proposed acquisition of Pascack Bancorp. New York-based M&A chair and transactions and advisory group co-chair Marita Makinen is recommended for technology and consumer industries-related matters. Corporate chair Peter Ehrenberg divides his time between the New York and Roseland, New Jersey offices.
Neal, Gerber & Eisenberg LLP ‘leaves clients feeling very pleased and with a high regard for the firm’s services’, as it provides ‘the depth of talent to deal with both complicated transactional work as well as the routine’. The team acts as outside general counsel to Glencoe, a middle-market private equity firm in the Midwest, and it recently advised the client on its co-investment in the sale of a portfolio company to a SPAC. The practice also acted as US counsel to longstanding client BSM Technologies in its merger with Webtech Wireless; and advised Canada-based Sandstorm Gold on its acquisition of Gold Royalties, pursuant to a plan of arrangement and a corresponding exchange of shares. Chicago-based corporate and securities chair David Stone is ‘a top-notch lawyer, who is knowledgeable, responsive, has good business judgment and does not feel the need to have two or three lawyers at every meeting or on every call’; Michael Gray is ‘incredibly professional, personable and available 24/7 whenever an urgent matter warrants such attention, and the manner with which problems are resolved is both insightful and efficient’. John Koenigsknecht, Cristina DeMento and Joshua Klein are also recommended.
With a primary focus on the middle-market, ‘value for money firm’ Pryor Cashman LLP stands out both for complex transactions and its financing credentials. Highlights included acting for insurance brokerage firm DeWitt Stern in its sale to an affiliate of Risk Strategies Company, advising transportation and logistics services provider Service By Air on its sale to Radiant Global Logistics, and acting for Quaker Pet Group in its merger with Worldwise. New York-based corporate co-chairs Eric Hellige and John Crowe are recommended. Hellige is a veteran of complex M&A who has closed acquisitions and sales for clients from the energy, technology, information services, mining, pharmaceutical, consulting and financial services sectors; Crowe is particularly attuned to the needs of middle-market companies seeking acquisition opportunities. Ali Panjwani, Edward Normandin, Richard Frazer and Lawrence Spector are also key contacts.
Robinson & Cole LLP’s clients range from technology startups to multinational corporations, and a significant part of the firm’s transactional work is cross-border. Stamford-based Eric Kogan chairs the business transactions group and has significant experience working with emerging, middle-market and multinational clients in the digital media, consumer products, food and beverage, and technology sectors. Stephen Cooper’s experience includes advising an e-commerce business on the sale of a majority interest to a private equity investor. Other key partners include Matthew Guanci Jr, Edward Samorajczyk, international practice chair William Sellay in Hartford, Michael Wirvin in Boston, and Stephen Hanson in New York. Former business transactions chair Eric Dale joined Nielsen as chief legal officer.
Schiff Hardin LLP has acted as lead counsel in hundreds of successfully completed investments, mergers, acquisitions, MBOs, spin-offs, going-private transactions and dispositions, with deals ranging in size from several million to several billion dollars. Highlights included advising two private equity firms on their acquisition of a group specializing in the production, packaging, assembly, and distribution of food products. It also acted for a residential and commercial roofing materials and building products distributor during its acquisition of a roofing products distributor. Corporate and transactional leader Stephen Dragich, deputy M&A practice head Alexander Young and Matthew Galo are highly rated and are based in Chicago. Gina Betts is a respected Dallas attorney.
Bass, Berry & Sims PLC has particularly strong government contractor and healthcare M&A practices. The team assisted Engility Holdings with its acquisition of TASC, advised Gen Cap America on its acquisition of Aero Systems Engineering, and acted for Emergent BioSolutions in the government contract aspects of its acquisition of assets relating to a contract with the Defense Threat Reduction Agency. In the healthcare space, it advised Little Hills Healthcare on its sale to CenterPointe Behavioral Health System, and acted for Healthways in its disposition of Navvis Healthcare. Todd Overman in Washington DC is chair of the firm’s government contracts practice and has more than a decade of experience advising companies on doing business with the federal government. Nashville-based Riney Green has 25 years-plus experience in guiding middle-market companies and private equity sponsors through M&A, dispositions and other strategic growth initiatives, and provides M&A and corporate governance counsel to a publicly traded long-term care company. Allen Overby, also in Nashville, focuses mainly on public company M&A transactions in the $50m-$1bn range, with an emphasis on cross-border M&A and strategic transactions.
Brown Rudnick LLP has a particular focus on emerging technology companies, regularly advising businesses involved in software, life sciences, medical devices, semiconductors and digital media. In 2015, it acted for Mumbai-based pharmaceutical company Lupin in its agreement to acquire privately held GAVIS Pharmaceuticals and Novel Laboratories. Other cross-border matters included assisting nanoMR with its sale to British firm DNA Electronics. Boston-based corporate and capital markets managing director Samuel Williams advises public and privately held corporations in a variety of industries, including IT, semiconductors, communications and other hi-tech sectors.
Brownstein Hyatt Farber Schreck, LLP is experienced in advising private and public companies on LBOs as well as asset and equity acquisitions and dispositions, and stands out in particular for deals involving troubled companies or corporate restructurings. Denver-based Elizabeth Paulsen has handled several high-profile online gaming industry deals; and Gino Maurelli specializes in middle-market M&A and private equity deals, and has significant experience in consumer products, technology, healthcare, cable and telecoms, financial services and manufacturing.
Curtis, Mallet-Prevost, Colt & Mosle LLP ‘performs extremely well in the middle market’. The M&A group is particularly active on behalf of clients operating in the energy, commodities, telecoms, manufacturing, transportation and technology industries. In recent matters, the team advised a group of class A shareholders of DeMoulas Super Markets on the sale of their shares and the shares of other class A shareholders. Buy-side highlights saw the practice act for India-based venture capital-backed start-up Zomato Media Private in the acquisition of substantially all of Urbanspoon’s assets from Wanderspot. In New York, Lawrence Goodman and Jeffrey Ostrager, who is ‘very smart, thorough and works day and night’, are recommended.
Dickinson Wright PLLC’s ‘strong industry sector expertise’ includes financial services, media, sports, real estate and consumer product manufacturers. The ‘very strong team’ acted as lead counsel to Diversified Restaurant Holdings in the $54m acquisition of 18 Buffalo Wild Wings restaurants; it also advised consumer sporting goods retailer Summit Sports on its sale to private equity group Digital Fuel Capital. Richard Bolton, Mark High and Michael Raymond in Michigan are recommended.
Epstein Becker & Green, P.C. has over 40 years of experience performing healthcare transactions, and, in February 2015, it added a group of 15 healthcare transactional lawyers in New York and New Jersey, further strengthening its capabilities in this area. It advised Palmetto Health on a transaction to acquire the assets of Tuomey Healthcare System, which will result in the largest healthcare system in South Carolina. In Washington DC, Steven Epstein, Douglas Hastings, Katherine Lofft and Mark Lutes are recommended; and Jeffrey Becker and John Gleason are key New York advisers. Chicago-based Amy Dow and Kevin Ryan, as well as Paul Gomez in Los Angeles, are also names to note.
Gardere Wynne Sewell has significant experience representing family-owned and other closely held companies, and stands out for pre-transaction planning, particularly with respect to estate and other tax matters. Key work included advising Niteo Products on its carved-out asset purchase of the Valvoline car-care products division of Ashland, and assisting the North American division of an international public transport operator with its purchase of Brooklyn-based bus company Trans Express and its affiliates. In the financial service space, it advised the largest non-bank provider of automated teller machines in the world, Cardtronics USA, on its $160m acquisition and merger with Welch ATM. In sell-side matters, the team acted for family-owned equipment rental business Texas Gulf Refrigeration in the sale of substantially all of the company’s assets to Sunbelt Rentals. Corporate co-chairs Daniel Cohen in Houston and Dallas-based Michael Newman are highly rated.
Hunton & Williams LLP’s M&A group has significant deal experience in the energy, manufacturing, technology, financial services and consumer products industries. M&A practice head Gary Thompson in Richmond has over 30 years of experience advising public companies on M&A, and has acted for Raytheon Company in multiple acquisitions. Corporate head Justin Moore III in New York represents clients in the consumer products, financial services, energy, software, healthcare, chemicals and manufacturing sectors; and Miami-based Latin America practice head Fernando Alonso has particular experience in the energy, infrastructure and telecoms industries. Banking-related deals included advising Promerica Financial Corp. on the acquisition from Citibank of the stock of Banco Citibank de Guatemala and three affiliate entities. In healthcare matters, the team acted for DoctorDirectory.com and its shareholders on its $65m sale to Everyday Health. Other matters saw the team advising multinational gardening products company Scotts Miracle-Gro on its purchase of the business assets of General Hydroponics and some of its affiliates for $126m.
Kleinberg, Kaplan, Wolff & Cohen, P.C. ‘has strong corporate law knowledge and provides a very personal service at reasonable prices’. The team’s expertise includes advising domestic and overseas clients on proxy contests and tender offers, public and private mergers and distressed M&A, and particularly stands out for its advice to activist investors. High-profile international matters include advising e-cigarette company Logic Technology Development on its sale to a major foreign buyer. Other work included acting for D3 Family of Funds on the sale of its interests in Pediatric Services Holding Corporation. M&A and investor activism group chair Christopher Davis is recommended.
From its five offices in Florida, Lowndes, Drosdick, Doster, Kantor & Reed, P.A. advises national and local companies from the healthcare, software development, plastics manufacturing, water utilities, printing, retail, and real estate development sectors, and has experience in the securities law and corporate governance aspects of M&A deals. In the automotive sector, the practice advised E-Z Rent-A-Car on its sale and subsequent merger into Advantage Rent A Car, creating the fourth-largest rental car company in the US. Orlando-based Peter Reinert heads the corporate and securities group.
A significant part of McGuireWoods LLP’s practice consists of representing strategic buyers, and a large percentage of its clients are serial acquirers. The team acted for Dominion Midstream Partners in its $290m acquisition of an approximately 50% interest in Iroquois Gas Transmission System, while on the sell side it acted for The Warren Alpert Foundation in its sale of Warren Equities for approximately $400m. It also advised Milestone Equipment Holdings on its merger with a motor carrier equipment owner and lessor. Scott Westwood in Pittsburgh chairs the M&A and cross-border transactions department.
Delaware law firm Morris, Nichols, Arsht & Tunnell LLP is ‘very professional, responsive and knowledgeable, and provides valuable and practical advice’. The team advises clients on complex corporate transactions and corporate governance issues in Delaware, acting for boards of directors or board committees, particularly in transactions that may involve director or stockholder conflicts of interest. Recent matters included advising downstream energy company Delek US on its acquisition of a 48% stake in Alon USA Energy; it also acted for Zep in its sale to private equity firm New Mountain Capital. In larger deals, it served as Delaware counsel in relation to Bayer’s acquisition of the consumer care business of Merck & Co. Commercial law specialists David Harris and Louis Hering are recommended. ‘In addition to being very knowledgeable and experienced’, Hering ‘is particularly courteous and attentive, always making himself available and handling all matters with sensitivity and effectiveness’. Corporate counseling experts Eric Klinger-Wilensky and Andrew Johnston are also key advisers.
‘Taking care of clients in a cost-efficient manner and ensuring that all details are addressed and completed’, Nelson Mullins Riley & Scarborough LLP ‘really knows its clients’ business, provides excellent response times and prioritizes its tasks well, with the excellent legal representation provided in a calm manner’. The group stands out for its advice to start-ups, but also has a diverse mixture of mature technology, healthcare, business services, and manufacturing and distribution clients. In healthcare matters, it advised On Assignment on the sale of the stock of its physician staffing subsidiary VISTA Staffing Solutions to Envision Healthcare and its subsidiary EmCare Holdings. Other sell-side highlights included acting for US distributor of carbon fittings and flanges Dodson Global in the sale of all of its stock to Texas Pipe and Supply Company, and assisting Colo Facilities Atlanta with its sale to an affiliate of bandwidth infrastructure services provider Zayo. The team heads are Atlanta-based Rhys Wilson, who ‘keeps himself informed, supports clients in ways that are helpful and helps get them in a win-win position with their acquisition targets or buyers of their businesses’; ‘best of the best’ Phillip Cooper, who is ‘smart, thorough, responsive and totally dependable’; and Michael Hollingsworth II. Gus Dixon is a key Columbia-based adviser.
Richards, Layton & Finger, P.A.’s practice continues to excel as Delaware counsel in M&A transactions, while also standing out for corporate governance issues. Key deals included assisting Ciena Corporation with its acquisition of Cyan for approximately $400m, and acting for Procera Networks in its sale to private funds in an all-cash transaction valued at $240m. Upper middle-market matters included advising organic and natural food maker Annie’s on its $821m sale to General Mills; and, in large deals, it was Delaware counsel to Allergan in its sale to Actavis, and acted for Rockwood Holdings in its sale to Albemarle Corporation in a cash and stock deal. Donald Bussard is the senior member of the corporate department’s transactional group and William Haubert is ‘incredibly knowledgeable about Delaware law and M&A matters; he is also quite practical, thoughtful and an excellent communicator’. Michael Allen, Stephen Bigler, Mark Gentile and John Mark Zeberkiewicz are also key advisers.
Schnader Harrison Segal & Lewis LLP’s industry expertise includes insurance brokers, environment and energy, technology, and retail and consumer goods. The firm’s M&A lawyers also work with private equity and family-owned businesses as well as nonprofit organizations and international corporations, and its attorneys have continued to handle a substantial number of cross-border transactions, representing corporate clients, private equity funds and significant shareholders in cash and stock-for-stock mergers, auctions and divestitures, stock and asset purchases, spin-offs, and restructurings. The team recently acted for insurance brokerage B&B Coverage in the sale of assets to Acrisure for $21.5m, and assisted CECEP Solar Energy Hong Kong Corporation with its sale of Italian photovoltaic projects to Solar Power. It also advised Smartpool on the acquisition of the outstanding common stock of solar water heaters manufacturer Aquatherm Industries. Megan Harmon in Pittsburgh and Sarah Hewitt, who is based in the New York and Philadelphia offices, are the recommended M&A chairs.
Stroock & Stroock & Lavan LLP counsels clients in a wide variety of industries, including energy, manufacturing, insurance, real estate, financial services, gaming, and media and entertainment. Its M&A lawyers in New York, Los Angeles and Washington DC work closely with colleagues in financial restructuring, tax, employee benefits and executive compensation, environmental, IP, antitrust and takeover litigation. Recent matters included acting for Broadridge Financial Solutions (and its subsidiary MG Trust Company), a provider of investor communications and technology services, on the acquisition of the trade processing business of Wilmington Trust, National Association, Wilmington Trust Retirement and Institutional Services Company, and Wilmington Trust Fiduciary Services Company. In the insurance sector, it acted for New York-based Reservoir Capital Group and Prosperity Life Insurance Group (Prosperity) in the merger of a Prosperity subsidiary with a holding company formed by SBLI USA Mutual Life Insurance. New York-based department head Todd Lenson, Christopher Doyle, Bradley Kulman, Jordan Rosenbaum and Matthew Schwartz are recommended. Ray LaSoya in Los Angeles is also highly rated.
Troutman Sanders is known for its strong expertise in the energy, finance, technology and biotechnology sectors. In energy matters, it assisted Pacific Ethanol with the acquisition of Aventine Renewable Energy Holdings in a share-for-share $175m merger. It also acted as lead counsel to ARRIS Group in the $155m acquisition of ActiveVideo Networks by A-C Atlas Acquisition, a joint venture between ARRIS Group and Charter Communications. Large deal highlights included acting for snack food maker Snyder’s-Lance on its acquisition of Diamond Foods, the transaction valued at $1.9bn. David Meyers, who is ‘great to have on your side of the table’, in Richmond and Atlanta-based Andrea Farley are department heads. Other key advisers include Mason Bayler Jr in Richmond, Larry Cerutti in Orange County, Charlotte-based Paul Steffens and Kevin Christmas, and John McDonald and Michael Weinsier in New York.
Private equity buyouts
Index of tables
Private equity buyouts
- Kirkland & Ellis LLP
Simpson Thacher & Bartlett LLP
- Jon Ballis - Kirkland & Ellis LLP
Richard Capelouto -
Simpson Thacher & Bartlett LLP
- David Chapin - Ropes & Gray LLP
- Peggy Andrews Davenport - Debevoise & Plimpton LLP
Gary Horowitz -
Simpson Thacher & Bartlett LLP
Wilson Neely -
Simpson Thacher & Bartlett LLP
- Kirk Radke - Willkie Farr & Gallagher LLP
- Alfred Rose - Ropes & Gray LLP
- Robert Schwenkel - Fried, Frank, Harris, Shriver & Jacobson LLP
- Howard Sobel - Latham & Watkins LLP
Kirkland & Ellis LLP remains one of the top players in the private equity buyout arena, delivering ‘top-notch advice’. Considered ‘very strong across the board’, with several hundred attorneys practicing in the field, the firm balances a huge middle-market presence alongside an equally impressive large-cap practice. The list of active key clients includes Apax, Bain Capital, Warburg Pincus and Oaktree Capital Management. The department has also taken on substantial assignments for KKR, Blackstone and The Carlyle Group, and lately gained new client Sycamore Partners, which Sean Rodgers advised on its agreement to acquire Belk in a transaction worth $3bn. In less than a year, the Chicago-headquartered firm has made itself as a serious player in Texas, with the 2014 addition of Andrew Calder in Houston contributing to its standing in the energy sector. In Chicago, Walter Holzer (‘smart and business-minded’) and Stephen Ritchie represented GTCR as one of the majority shareholders of Ironshore in the $1.8bn sale of Ironshore to Chinese investment company Fosun International. ‘Highly responsive’ Jeffrey Seifman in Chicago acted as lead partner in various matters for Audax Group. Chicago-based Jon Ballis continues to represent Bain Capital, most recently in connection with its $2.1bn sale of Air Medical Group. The firm is also a market leader in distressed investments, which is built upon its eminence in bankruptcy and restructuring. Hamed Meshki in Los Angeles and Christopher Greeno in Chicago are ‘creative’ and ‘commercially minded’; David Nemecek in Los Angeles and Matthew Steinmetz are also highly regarded. New recruit Melissa Hutson joined the firm’s New York office from Simpson Thacher & Bartlett LLP. Departures included Taurie Zeitzer, who joined Paul, Weiss, Rifkind, Wharton & Garrison LLP; Fred Lim, who went to Goodwin Procter LLP; and Kathy Schumacher, who went to McDermott Will & Emery LLP. All attorneys are based in New York except where noted otherwise.
‘High-quality firm’ Simpson Thacher & Bartlett LLP is a clear leader in the private equity sphere, where it enjoys longstanding ties to giants such as KKR as well as numerous middle-market players. Clients benefit from the firm’s full range of expertise, which extends beyond M&A to tax, real estate and debt financing. Highlights included advising Blackstone on its $8bn acquisition of BioMed Realty Trust, which was the largest private equity buyout of a US public company in 2015; Brian Stadler was one of the lead partners. The firm acted for a considerable number of new clients, such as First Reserve Corporation, which William Curbow represented in its sale of a portfolio of more than 30 helicopters to Waypoint Leasing Holdings. The main private equity contacts in New York are Wilson Neely and Gary Horowitz, but the firm’s excellent Palo Alto office also plays a key role: for instance, Richard Capelouto and Atif Azher tied up Silver Lake Partners’ $24.4bn acquisition of Dell, one of the largest private equity buyouts since 2007. Robert Langdon, also in Palo Alto, assisted Warburg Pincus with the formation of Helix, a joint venture with Illumina and Sutter Hill Ventures. Marni Lerner and Ryerson Symons are part of the New York group. Melissa Hutson went to Kirkland & Ellis LLP, while Dan Clivner joined Sidley Austin LLP.
The New York-based team at Debevoise & Plimpton LLP is rated as ‘world class in terms of knowledge, breadth of capabilities and professionalism’. The firm - which has strong focuses on the insurance and healthcare sectors - witnessed considerable growth in the private equity sphere in 2015, representing 16 clients in nearly 30 announced transactions. As an example, it assisted P2 Capital with its sale of Interline Brands to Home Depot for $1.6bn; Andrew Bab led on that matter. The co-head of the team, Kevin Schmidt, ‘stands out in his peer group’ for his ‘responsive, commercially minded approach’. Rising star Kevin Rinker ‘knows when to push and when to listen’, and recently demonstrated his abilities for Clayton, Dubilier & Rice and the middle-market private equity platform of Morgan Stanley. Michael Diz demonstrates ‘strong commercial skills in addition to legal acumen’; for example, he acted for Providence Equity Partners and SRA International in the merger between SRA and the government services unit of CSC, which created the largest pure-play IT services provider serving the US government. He worked closely on this matter with corporate co-chair Margaret Andrews Davenport, who remains an important member of the private equity team. Rebecca Silberstein and Paul Bird are also recommended. Michael Harrell is the firm’s leading figure in fund formation. Recently promoted to partner, Jennifer Chu is very seasoned in handling private equity matters; alongside lead partners Gregory Gooding and Jeffrey Rosen, she advised Apollo Global Management on its takeover of a majority interest in new company AR Global. Tax lawyer David Schnabel went to Davis Polk & Wardwell LLP. Clients consider the attorneys ‘incredibly responsive’ and part of a firm that ‘strives for efficiency and continuity’.
With its deep bench of talent and extensive expertise, Latham & Watkins LLP continues to attract a wide range of private equity sponsors in the US and abroad. The firm covers the full spectrum of market participants: leading international funds, mid-market investors, and investors active in specific industry sectors such as IT, energy, healthcare, life sciences, and financial services. Examples of large private equity clients are Apollo, GTCR and Onex Corporation; in the middle market, the firm regularly represents Riverstone, Odyssey Investment Partners and One Equity Partners. The group benefits from the firm’s cross-disciplinary approach, drawing on broad capabilities in areas such as tax, fund structuring and acquisition finance. In 2015, the group advised on the sale by BC Partners (its client) and CPP Investment Board of a majority stake in cable operator Suddenlink Communications to multinational telecoms company Altice; Raymond Lin and John Giouroukakis led the advice. Daniel Lennon in Washington DC is key to the firm’s relationship with The Carlyle Group, and recently assisted a client with a joint control acquisition alongside PAI Partners of Custom Sensors & Technologies. Howard Sobel has an excellent reputation; Ted Sonnenschein is ‘a star’ and ‘incredibly knowledgeable’; another name to note is David Kurzweil. The US private equity group is headed by David Brown in Washington DC and Jennifer Perkins. The firm overall has a ‘superb’ private equity department with ‘highly creative lawyers’. All attorneys are in New York except where stated otherwise.
New York firm Paul, Weiss, Rifkind, Wharton & Garrison LLP continues to be at the forefront of US private equity. The impressive client roster includes big names such as Oak Hill Capital Partners, The Carlyle Group, KKR and Stone Point Capital, and it has a strong record in deals within the healthcare, industrial, technology, and media and entertainment fields. Department co-head Angelo Bonvino ‘delivers quality service’; recently he and Carl Reisner assisted KPS Capital Partners with its $1.3bn divestiture of Waupaca Foundry to Hitachi Metals. With the arrival of the experienced Taurie Zeitzer from Kirkland & Ellis LLP, the firm cemented its relationship with key client Apollo Global Management. Another important client, General Atlantic, retained Matthew Abbott and Neil Goldman to help with investments in a long list of businesses, including Airbnb and Uber. Ellen Ching and Edward Ackerman were promoted to partner. John Scott is also noted. The practice demonstrates ‘expertise across transaction types, industries and geographies’ and has ‘an ability to deliver innovative solutions to difficult challenges’.
Ropes & Gray LLP has an excellent reputation in private equity, representing large US and global funds as well as a vast number of mid-market firms. The group includes 45 partners mainly working from the firm’s Boston and New York offices, with additional attorneys in Chicago and San Francisco. Throughout 2015, the firm continued to develop new client relationships, adding the likes of CIVC Partners, McNally Capital, Exponent Private Equity and GHO Capital to its roster. It also remained active on behalf of two of its cornerstone clients, TPG Capital and Bain Capital, both of which were assisted with a large number of transactions. For instance, Will Shields represented Bain in its approximately $2.4bn acquisition of IT security solutions provider Blue Coat Systems from Thomas Bravo. For TPG Capital, the firm assisted in its takeover of Life Time Fitness, and Jason Freedman in San Francisco assisted the same client with its acquisition of a majority stake in Cirque du Soleil. Other longstanding clients include The Carlyle Group and Apax. The firm recently added to its fine reputation in healthcare and life sciences by advising Advent International on its agreement with Nautic Partners to invest in Genoa; Matthew Richards in Chicago and Newcomb Stillwell led the advice. Department head Alfred Rose is a ‘terrific lawyer’; Kendrick Chow as well as New York-based Othon Prounis and Daniel Evans are also noted. David Chapin is the firm’s managing partner. John Sorkin joined from Fried, Frank, Harris, Shriver & Jacobson LLP and David Blittner from Weil, Gotshal & Manges LLP. Alison Bomberg left for a major hedge fund and Merrill Ulmer joined Dickstein Shapiro, which was then acquired by Blank Rome LLP in February 2016; Ulmer has since moved to Holland & Knight LLP. All lawyers are based in Boston, except where otherwise noted.
Operating out of offices on the East Coast, West Coast and Texas, private equity powerhouse Weil, Gotshal & Manges LLP handles a large number of middle-market and large-cap deals. With a client roster that includes more than 100 sponsor clients in the US alone, the firm clearly ranks among the top players in the field; the growing client base comprises large and high-profile private equity funds, sovereign wealth funds, pension funds, and other equity financial investors. Centerbridge Partners, Oak Hill Capital Partners and Berkshire Partners are among the most high-profile examples. The firm’s global reach is a great asset, enabling it to take on major cross-border deals involving Asia and Europe. Throughout 2015, the department has advised on more than 120 transactions amounting to $80bn in total deal value, with many of these valuing more than $1bn each. New York partner and department head Douglas Warner advised Avolon Holdings, a portfolio company of Cinven Partners, CVC Capital Partners and Oak Hill, on its $7.6bn sale to Bohai Leasing. Peter Feist transferred from the firm’s Hong Kong to New York office, where he joins the highly regarded Michael Weisser and newly promoted partner Garrett Charon. Other names to note are Marilyn French in Boston, Rodney Moore and John Quattrocchi in Dallas, and Kyle Krpata in Silicon Valley. David Blittner joined Ropes & Gray LLP.
Cleary Gottlieb Steen & Hamilton LLP typically handles transactions at the top end of the market, which owes thanks, not least, to its ties with cornerstone private equity clients Warburg Pincus and TPG Capital. The firm has a particular expertise in multi-jurisdictional deals and in recent years has made a name for itself in the technology sector. For example, Paul Shim advised Temasek Holdings on the definitive agreement under which computer technology company Dell, together with MSD Partners and Silver Lake, will acquire EMC Corporation, while maintaining VMware as a publicly traded company. In another highlight, David Leinwand and Matthew Salerno helped Endurance International Group, a Warburg Picus portfolio company, with its $1.1bn acquisition of Constant Contact. The team also includes Paul Tiger, Christopher Austin, Robert Davis and newly promoted partner James Langston. The attorneys are all based in the New York office.
Davis Polk & Wardwell LLP advises a growing client roster in the private equity arena, including both large and middle-market funds. The department, which is headed by John Bick, has a deep understanding of leveraged buyouts, equity investments, the disposal of investments through private or public sales, fund formation, and recapitalization transactions. The extensive client base includes some of the biggest names in the market, such as TPG Capital, Warburg Pincus and Morgan Stanley Capital Partners. John Amorosi regularly works for General Atlantic and Goldman Sachs Capital Partners. Other key partners include Leonard Kreynin, who is the firm’s person of contact for Metalmark; Michael Davis, who recently advised Crestview Partners with regard to its equity investment in Arxis Capital Group; and John Butler. Tax lawyer David Schnabel, who focuses on acquisition financing, private equity transactions and private fund formation, joined the firm from Debevoise & Plimpton LLP.
Headquartered in New York, Fried, Frank, Harris, Shriver & Jacobson LLP’s private equity department regularly handles mid-market deals while also attracting large buyout sponsors. The firm represents an impressive pool of private equity funds, many of which are longstanding clients such as KKR and Goldman Sachs Capital Partners. The client roster also includes CVC Capital Partners, Permira and New Mountain Capital, and the group gained Banneker Partners and CPP Investment Board Private Investments as new clients. A great asset is the firm’s cross-disciplinary approach, with the buyouts team benefitting from its strength in finance and capital markets and its traditional real estate expertise. On the tax front, Alan Kaden and David Shapiro specialize in private equity matters; and the firm also has a focus on the healthcare and technology sectors. In the largest leveraged buyout of the first half of 2015, Brian Mangino in Washington DC and the ‘prominent’ Robert Schwenkel acted as counsel to Permira Funds and CPP Investment Board in connection with their $5.3bn acquisition of software company Informatica. Another key partner is Christopher Ewan. Mark Lucas joined the firm in early 2015 from Goldman Sachs, where he served as vice president and associate general counsel of the merchant banking division; John Sorkin went to Ropes & Gray LLP. Matthew Soran was promoted to partner. Highly regarded Steven Steinman co-heads the department with Ewan and Schwenkel.
Gibson, Dunn & Crutcher LLP has built up a discrete private equity buyouts practice with offices in New York, Washington DC, California and Dallas. The group mainly operates in the middle to upper-middle market, often for clients in the consumer products, energy, technology, life sciences, entertainment and retail industries. The firm’s relationship with Lone Star Funds continues to grow, with Dallas’ Jeffrey Chapman and New York’s Joerg Esdorn having advised the client on the $7.6bn acquisition of Home Properties, a multifamily REIT, in a highly complex deal that represents Lone Star’s second-largest apartment purchase in recent times. Sean Griffiths, who co-heads the practice group with Steven Shoemate, acted as lead partner for CVC Capital Partners and CPP Investment Board in their joint acquisition of Petco Animal Supplies. The client roster also includes Oak Hill Capital Partners, The Chernin Group and Aurora Capital Group. Benyamin Ross in Los Angeles was promoted to partner. The core team also includes Century City partner Ari Lanin and Jennifer Bellah Maguire in Los Angeles, as well as Michael Greaney in New York.
Goodwin Procter LLP’s middle-market focus has served it well, and throughout 2015 the firm once again demonstrated its ability to handle a large number of high-profile deals. What sets the firm apart from others in the area is its true expertise in real estate investments and growth capital, and the group continues to handle transactions involving early-stage companies in the technology sector. There is also a focus on several other industries, including healthcare and financial services. In an all-cash transaction, New York lawyers Ilan Nissan and Paul Cicero represented OverDrive, a digital distributor of eBooks, audiobooks and videos, in its sale to Rakuten for $410m. Another highlight saw John LeClaire act as lead partner to TA Associates in connection with its announced agreement to acquire Russell Investments from the London Stock Exchange Group. Other active clients include TPG Growth and Goldman Sachs Capital Partners. The highly regarded Andrew Weidhaas, who shares his time between New York and Los Angeles, co-heads the group with LeClaire. Up-and-coming Brian McPeake, co-leader of the firm’s ‘fintech’ practice in San Francisco, is also noted. The department was boosted by the arrivals of Jay Schifferli in Washington DC, who was formerly private equity chair at Kelley Drye & Warren LLP; Fred Lim in San Francisco from Kirkland & Ellis LLP; and James Barrett from Edwards Wildman Palmer, which in 2015 merged with Locke Lord LLP.
Willkie Farr & Gallagher LLP is renowned in the market for its excellent record in conventional private equity buyouts, and the New York firm has a good reputation in fund formation, distressed investments, leveraged finance and regulatory work in the private equity area. The group has deep expertise in financial services, technology, energy, healthcare and real estate, and Warburg Pincus, Macquarie Group and Riverstone Holdings are part of the impressive client roster. In a high-profile, cross-border transaction, practice chair Gordon Caplan successfully represented Hudson’s Bay Company in its acquisition of GALERIA Holding, the parent company of Germany’s leading department store GALERIA Kaufhof, in a deal amounting to €2.5bn. Another highlight saw the firm’s co-chairman Steven Gartner advise MedAssets on its takeover by Pamplona Capital Management; Gartner is also the firm’s go-to person for Warburg Pincus. Neil Townsend is ‘excellent at getting complicated deals done’ and Kirk Radke is also highly regarded.
Leveraging its broad global network, DLA Piper LLP (US) has established a substantial national and international private equity practice. In the US, the firm primarily handles mid-market deals for clients such as Baird Capital, Centerbridge Partners and Audax Group. Its centers of gravity in the US are Chicago and New York, although it does have notable strength on the West Coast, in Philadelphia and in the Southeast. Indeed, the head of the Southeast practice, Joe Alexander, recently represented Bregal Sagemount in its acquisition of irth Solutions, a provider of field service management software. Practice co-chair and New York lawyer Daniel Eisner frequently advises Arsenal Capital Partners, most recently in a complex matter regarding the sale of its portfolio company Royal Adhesives and Sealants to American Securities. Chicago-based fellow co-chair Steven Napolitano handled various deals for Wind Point Partners. In 2015, the firm made three lateral hires in California: Louis Lehot joined from Cooley LLP; Tom Furlong arrived having left his post as managing director of a venture capital firm; and Jonathan Axelrad joined from Wilson Sonsini Goodrich & Rosati. David Richardson and David Schwartz were promoted to partner.
The ‘superb’ Dechert LLP typically operates in the upper-middle market, and counts the likes of One Equity Partners, Graham Partners and Court Square Capital Partners among its cornerstone clients. Underscoring the firm’s commitment to mid-market clients was the hire of Markus Bolsinger in New York from Kirkland & Ellis LLP; he is dual qualified in Germany and New York. The firm has a substantial fund formation practice and also provides specialist expertise in relation to healthcare, financial services and a range of regulatory areas. Recent work includes representing Bregal Partners in connection with an investment in American Seafoods Group as part of a broader deleveraging recapitalization of the company. The head of the global private equity practice, Mark Thierfelder, is ‘a truly superb M&A lawyer and negotiator who you want in the trenches with you’. ‘All-star’ Derek Winokur has ‘an excellent ability to navigate legal complexities’, and Daniel O’Donnell is also highly regarded. Samantha Koplik and Christian Matarese were promoted to partner. Henry Nassau stepped down as the chair of the corporate and securities group after having been elected CEO of the firm.
Jones Day has ‘a top-notch group of attorneys and, more importantly, business advisers’. The firm’s private equity practice benefits from its broad geographic platform across the US and globally, and from November 2014 to October 2015, the team closed more than 140 deals worldwide. The impressive client roster includes big names such as The Riverside Company, Baird Capital and Blue Point Capital. Cleveland’s Denise Carkhuff is ‘very good at identifying risks and understanding her clients’ business issues’; she often does work on behalf of Cortec Group, Wellspring Capital Managers and Blue Point Capital. Chuck Hardin, also in Cleveland, heads the global private equity practice. Chicago’s Lisa Lathrop, Dallas-based Michael Weinberg and Ira White in New York are also recommended. In mid-2015, Robert Kennedy and Brien Wassner went to Milbank, Tweed, Hadley & McCloy LLP, while Maria Sendra joined Dentons.
Well known for its regulatory expertise and in particular for its strength in financial services, TMT and healthcare, Morgan, Lewis & Bockius LLP represents a number of big names in the private equity arena, including The Gores Group, Apollo and Ares Capital. The practice is still growing following the addition of a substantial team as part of the merger with Bingham McCutchen, including seven partners in five offices across the US. In 2015, the group attracted a considerable number of new clients; among them, Nexus Capital Management and Sandbridge Capital. In a recent transaction, Todd Hentges in Orange County represented another new client, Platinum Equity, in the sale of its portfolio company Neovia Logistics to a newly formed investment vehicle sponsored by affiliates of Goldman Sachs and Rhône Capital. Orange County partner James Loss worked closely with StoneCalibre on various matters. Other key partners include Alec Dawson in New York and David Gerson and Barbara Shander in Philadelphia. The firm’s combination with Stamford Law in Singapore enables it to better serve clients with an interest in the expanding Asian market.
Some of the most important private equity houses rely on the ‘responsive’ and ‘market-savvy’ lawyers at Proskauer Rose LLP, which has one of the country’s leading fund formation groups. The client base includes players such as Summit Partners, Grey Mountain Partners and Ares Management. The group’s center of gravity is California, with global practice co-heads Michael Woronoff (‘the real deal’) and Monica Shilling operating out of Los Angeles. Real estate investment expert Jeffrey Horwitz in New York and Steven Peck in Boston are representative of the firm’s East Coast presence. The firm represented J.W. Childs Associates in its fund restructuring, which included the divestiture of five portfolio companies to a syndicate of investors led by CPP Investment Board and affiliates of Goldman Sachs. New York lawyer Michael Ellis was promoted to partner and Jonathan Benloulou is another name to note in Los Angeles.
Shearman & Sterling LLP is well known for middle-market deals in the technology sector, but this only tells half the story, as the firm has two complementary arms to its practice. The West Coast offices focus on technology, healthcare and life sciences transactions, but in New York, typical clientele are the private equity arms of investment banks. Steve Camahort in San Francisco represented SafeNet in its sale by Vector Capital to Gemalto, and he and Michael Kennedy continued advising technology fund Francisco Partners on various deals. Scott Petepiece in New York counts Merrill Lynch and CPP Investment Board among his key clients. Also in New York, Robert Masella joined from Clifford Chance, and Waajid Siddiqui joined from Hogan Lovells US LLP.
Sidley Austin LLP ‘brings the right experts to the table when a specialist is required’, say sources, and the firm now provides an even wider array of experts in the private equity sphere following the addition of four new partners. In Los Angeles, Vijay Sekhon joined from Klee, Tuchin, Bogdanoff & Stern LLP and M&A lawyer Dan Clivner joined from Simpson Thacher & Bartlett LLP, while in Palo Alto, technology expert Martin Wellington arrived from Davis Polk & Wardwell LLP. In New York, Geoffrey Levin joined from Cadwalader, Wickersham & Taft LLP. The firm represented General Electric in connection with the $12bn sale of its sponsor finance business and a bank loan portfolio to CPP Investment Board. Other clients include Apollo, Harvest Partners and Century Park Capital Partners. The key partners are Chris Abbinante, Matthew Rizzo and Scott Freeman. The attorneys give ‘rapid responses no matter how detailed the request’. Jeffrey Smith is recommended.
Private equity firms frequently look to Skadden, Arps, Slate, Meagher & Flom LLP on account of its excellent reputation in the M&A arena. The practice group may not be as closely associated with the private equity sphere as many of its New York competitors but the firm represents private equity buyers and sellers in large M&A transactions, complex leveraged acquisition financing transactions, and fund formation. The group draws on the firm’s expertise in other areas, including real estate, energy and intellectual property. Clients range from The Carlyle Group to Blackstone, and from Apax to Morgan Stanley. It recently advised Veritas Capital on a wide range of matters, including the $2.1bn acquisition of StandardAero from Dubai Aerospace Enterprise. New York partner Allison Schneirov heads group. Michael Civale and Lou Kling are recommended.
Sullivan & Cromwell LLP is best known as an M&A powerhouse, as opposed to a leader in private equity, but its supreme standing in the transactional sphere generally ensures a steady stream of work from numerous high-profile clients in this sector, including the likes of Ares Capital, CVC, The Carlyle Group and Apollo. A huge advantage the firm has over many of its competitors is its global reach, which enables the group to handle large cross-border deals. For example, it advised Lion Capital on its takeover of Spence Diamonds. It also continues to represent Rhône Capital in various transactions. Richard Pollack and George Sampas are the key contacts in New York, while Alison Ressler in Los Angeles is a key figure on the West Coast. Rita-Anne O’Neill is recommended.
Vinson & Elkins LLP is well known for its expertise in the energy sector, where it handles transactions for a broad variety of private equity firms. There is also a focus on acquisition finance - with David Wicklund in New York the key contact - and distressed investments. The client roster includes Morgan Stanley Infrastructure Partners, Warburg Pincus and Crestview Partners. The firm continues to represent key client TPG Capital, and it was also engaged by Riverstone to assist with various transactions, including the formation of Talen Energy - one of the country’s largest independent power producers - via a $9.5bn Reverse Morris Trust transaction. Houston-based Keith Fullenweider and David Oelman are the key partners in the department, which recently underwent some changes: energy transactional lawyer Bryan Loocke joined from Bracewell LLP, while Kevin Lewis went to Sidley Austin LLP, Matthew Pacey went to Kirkland & Ellis LLP, and Christina Tate went to Greenberg Traurig, LLP. John Grand in Dallas and Kai Haakon Liekefett in New York were promoted to partner.
White & Case LLP has a global platform that few can match, with offices in the US, Latin America, Europe, Asia, and the Middle East. The US practice has leveraged this advantage to diversify and grow its client roster, which includes BlackRock, Macquarie Infrastructure Fund, The Carlyle Group, CVC and First Reserve. Another asset is its global standing in banking and finance. New York partner Oliver Brahmst, the Americas head of private equity, advised CVC, as leader of a consortium including Temasek Holdings and Vatera Healthcare Partners, on the consortium’s $2bn acquisition a controlling stake in generic pharmaceutical company Alvogen. New York-based John Reiss is the firm’s global head of M&A and private equity. IP and technology expert Arlene Hahn joined from Weil, Gotshal & Manges LLP. On the West Coast, M&A partner and technology expert William Choe joined from Morrison & Foerster LLP.
Boston-based Choate, Hall & Stewart is noted for handling private equity deals ranging from growth equity transactions to mid-market buyouts. Active key clients include Symmetric Capital, Century Capital, BV Investment Partners and New Heritage Capital. In 2015, the group acted for Riverside Partners and its portfolio company Welocalize in its sale to Norwest Equity Partners. Another highlight saw the firm represent Windjammer Capital Investors and its portfolio company Protective Industries in connection with its sale to Berwind Consolidated Holdings. Brian Lenihan and TJ Murphy head the department.
Hogan Lovells US LLP has built longstanding relationships with US-based middle-market sponsors, including the likes of Columbia Capital, One Rock Capital Partners, Warburg Pincus and Advent International. Well known for handling complex regulatory matters, the firm has a particularly good standing in TMT, financial services, healthcare and life sciences. One of its most significant clients remains ACON Investments, which it advised on sale of its portfolio company Fairway Media Group to an affiliate of GTCR. New York-based Alex Johnson leads the team alongside Robert Welp in Northern Virginia and George Hagerty, who divides his time between Denver and New York. Welp is the firm’s go-to person for ACON, and Hagerty frequently represents KRG Capital.
The Chicago-based practice at Katten Muchin Rosenman LLP, which has ‘highly experienced attorneys’ with ‘excellent negotiating skills’, covers all aspects of middle-market private equity matters, including leveraged buyouts, minority investments, fund formation, and PIPE (private investment in public equity) transactions. In a notable deal, Christopher Atkinson and Walter Weinberg represented BBH Capital Partners and Battery Ventures in their investment in PrimeRevenue, a global player in SaaS-based working capital finance solutions. Kenneth Miller heads the practice with Kimberly Smith, who recently rejoined the firm after leaving Paul Hastings LLP. Martin Ruhaak and Miller are recommended.
Led by Emanuel Cherney and Stephen Koval, Arnold & Porter Kaye Scholer LLP’s private equity department is active in the middle and upper-middle markets. The New York firm is known for handling complex cross-border transactions, with a focus on Canadian and European private equity and pension funds. Joel Greenberg assisted longstanding client Onex Corporation with its sale of The Warranty Group, a global provider of warranty solutions, to TPG for $1.5bn. Cherney is considered a ‘strong relationship partner’, and Thomas Yadlon has a ‘strong work ethic’.
An ‘excellent firm across the board’, King & Spalding LLP has recently bolstered its private equity practice with the acquisition of several lawyers into its New York, San Francisco, Atlanta and Silicon Valley offices. In New York, for example, counsel Michael Cubell arrived from Paul, Weiss, Rifkind, Wharton & Garrison LLP. The firm represents a large number of high-profile private equity funds - including Blackstone, KKR, TPG and Lone Star - and their portfolio companies. Global corporate practice leader Raymond Baltz Jr in Atlanta has recently been involved in work for key clients Roark Capital, Arcapita Bank and Eagle Merchant Partners. For Roark Capital, the firm handled various transactions, including its affiliates’ acquisition of Driven Brands and Pet Supermarket. Arcapita Bank retained the firm to handle important transactions for the client’s portfolio companies, including Jill Intermediate and storage container company PODS. The firm advised Eagle Merchant Partners on its acquisition of a majority stake in SSRG Holdings. The ‘decisive and reliable’ Richard Bange III, who splits his time between Charlotte and New York, recently assisted Excellere Partners acquire TrialCard Incorporated.
New York firm Kramer Levin Naftalis & Frankel LLP has built its standing among notable players in the middle market, and regularly works for the likes of Quad Partners, Fortress Investment Group, Capmark Financial Group and Stone Point Capital. Recently, the firm was retained by Perella Weinberg to assist with the negotiation of an agreement to sell Infinity Franchise Holdings to Pacific Premier Bancorp. The practice was boosted by the arrival of fund formation expert Kevin Scanlan and a team of four associates from Dechert LLP. Corporate and finance lawyer David Berg joined from Arnold & Porter LLP. Howard Spilko and Scott Rosenblum co-head the team; James Moriarty and Ernest Wechsler are the other key partners.
McDermott Will & Emery LLP is well positioned in the middle market, and has a strong focus on the healthcare, energy and manufacturing sectors. Baird Capital and New Harbor Capital are among its key clients, but it also gained numerous new clients, including newly formed funds such as Blue Sea Capital. Emphasizing its standing in healthcare, the group handled a considerable number of hospital-related private equity transactions, most recently representing Aris Teleradiology. Cornerstone client H.I.G. Capital retained the firm to assist with 12 transactions, including advising Surgery Center Holdings, an H.I.G. portfolio company, on its $792m acquisition of Symbion. Miami’s Harris Siskind and Chicago’s Andrew McCune head the practice, which also includes energy specialist Blake Winburne in Houston. The ‘knowledgeable and thoughtful’ Samuel Wales in Washington DC and Michael Boykins in Chicago are recommended. Kathy Schumacher joined from Kirkland & Ellis LLP.
Paul Hastings LLP focuses on the middle-market segment of private equity buyouts, with a continuing emphasis on healthcare, energy and technology. The private equity group has a presence across the US, but most notably in Chicago and along the West Coast. In recent months, the firm has received work from Blackstone, GI Partners and various portfolio companies of H.I.G. Capital. Other high-profile clients include Apollo Global Management, Apax Partners and Madison Capital. Chicago’s Brian Richards represented Arrowhead, a global distributor of rotating electrical parts and a portfolio company of Pfingsten Partners, in its sale to the Riverside Company. Orange County’s William Simpson is the global chair of the private equity practice; Houston partner Steven Tredennick focuses on clients in the energy sector, while Chicago’s Paul Quinn and Richards are experts in distressed transactions. Private equity finance partner Maureen Sweeney joined from Kirkland & Ellis LLP.
Winston & Strawn LLP has made a name for itself in middle-market private equity transactions, with clients such as Ares Management. The firm won a number of new clients, such as Silversmith Capital, Industrial Growth Partners and The Beekman Group. In a cross-border deal with Canada, Los Angeles-based Eva Davis represented VMG Partners, a private equity fund investing in branded consumer companies, and portfolio company Sequels Naturals in connection with the sale of Sequels Naturals to WhiteWave Foods. Bradley Vaiana and Dominick DeChiara are the key partners in New York. James Kelly and Christopher Zochowski joined the New York and Washington DC offices respectively after leaving Pillsbury Winthrop Shaw Pittman, LLP.
Venture capital and emerging companies
Index of tables
Venture capital and emerging companies
Steven Bochner -
Wilson Sonsini Goodrich & Rosati
- John Chory - Latham & Watkins LLP
- Ellen Corenswet - Covington & Burling LLP
- Gordon Davidson - Fenwick & West LLP
Scott Dettmer -
Gunderson Dettmer LLP
- Jim Fulton - Cooley LLP
Robert Gunderson -
Gunderson Dettmer LLP
- Cynthia Hess - Fenwick & West LLP
- Don Keller - Orrick, Herrington & Sutcliffe LLP
- Alan Mendelson - Latham & Watkins LLP
- Fred Muto - Cooley LLP
- Bill Schnoor - Goodwin Procter LLP
Larry Sonsini -
Wilson Sonsini Goodrich & Rosati
- Mark Tanoury - Cooley LLP
- Ted Wang - Fenwick & West LLP
- Steven Bochner -
Cooley LLP’s renowned practice covers all areas of the venture capital market, including financing, fund formation and dispute resolution, with clients drawn from all areas of technology market. Craig Jacoby heads the team from the San Francisco office, advising clients in the hi-tech, cleantech, software and medical devices fields, among others. The firm’s CooleyGo business, an online tool for entrepreneurs, demonstrates its commitment to start-up companies. In January 2015, the firm established its London office, providing stronger links to the European venture capital market. In recent highlights, San Francisco-based Peter Werner, whose practice specializes in assisting high-growth companies with financings and M&A, advised Temasek Holdings on its participation in Airbnb’s $1.5bn financing, taking Airbnb’s total worth to $25.5bn. The client, an investment firm based in Singapore, was one of the largest investors in the deal. Also in the San Francisco office, David Peinsipp, who frequently assists clients in formation and financing mandates, advised Insidesales.com on its $60m financing round that included Salesforce.com and Microsoft. Seattle’s Gordon Empey and Palo Alto’s Mehdi Khodadad acted for a group of investors, including Vivo Capital and OrbiMed, in its $120m Series B financing of Nabriva Therapeutics. Other clients include SpaceX, Facebook and Jawbone. Steven Tonsfeldt joined the Palo Alto mergers and acquisitions practice from O’Melveny & Myers LLP. New York’s Jim Fulton is a name to note.
Fenwick & West LLP is a leader within the venture capital market, and advises technology and life sciences sector clients across the range of life cycle stages. The ‘responsive, experienced and dependable’ Cynthia Hess chairs the practice with Mark Leahy; both lawyers are experienced in venture capital financings, formation matters and public offerings. The well-regarded Ted Wang, who focuses on mergers and acquisitions, venture capital financings and public offerings, advised South Korean e-commerce company Coupang on its $1bn Series H financing from Japanese telecoms company Softbank. This was one of the biggest investments in a private technology company in 2015, as well as the largest online investment in South Korea’s history. Hess was the lead attorney advising WeWork Companies on its $400m Series E financing that valued the client at $10bn. San Francisco-based Michael Brown, who is experienced in debt financings and public offerings, assisted Illumino with its $100m Series C financing. Other clients include Airbnb, Dropbox and Uber. The firm had a busy year for hires, with several new partners joining the practice in California: Daniel Becker from Dechert LLP, David Johanson from Kirkland & Ellis LLP and San Francisco-based Michael Dicke, formerly of the SEC. Kristine Di Bacco – who recently relocated to New York from the firm's Mountain View office – and Dawn Belt both made partner. All lawyers are based in the Mountain View office, unless otherwise stated.
Wilson Sonsini Goodrich & Rosati has multiple offices in the US, including in Palo Alto, San Francisco and New York, and this base is supported by an international presence that includes offices in China and Belgium. The firm, a giant in the venture capital market, has broad experience in all aspects of emerging company growth, particularly focusing on the life sciences sector. It opened an office in Boston in February 2016 to tap into the city’s flourishing technology market and its well-established life sciences market. Mark Fitzgerald is a key figure in the new office, with experience in seed and angel financings and venture capital financing. In the San Francisco office, Robert O’Conner was lead counsel to Powerhive in its $20m Series A financing round, led by Prelude Ventures. O’Conner also worked with Palo Alto’s Scott McCall, Calise Cheng and Jon Avina to advise Sunrun on its IPO at $14 per share, totaling $251m; Goldman Sachs, Morgan Stanley and Credit Suisse Securities acted as lead managers for the offering. San Francisco-based Todd Cleary assisted with FanDuel’s $275m Series E financing, which was led by KKR, Google Capital and Time Warner Investments. In Palo Alto, the renowned Larry Sonsini and Steven Bochner are key figures. David Segre, Michael Danaher and Jeffrey Saper are also prominent names in Silicon Valley. Jeana Kim and Jason Skolnik joined the Seattle and San Diego offices respectively in February 2016; both are a part of the corporate and securities practice.
The US venture capital group at DLA Piper LLP (US) is connected to an international network of offices, providing global outreach for all stages of a company’s life cycle. The large team is led from the Northern Virginia and San Diego offices respectively by Jeffrey Lehrer and Randy Socol. In San Diego, Jay Rains advised Qualcomm Ventures on several financings, including the Series C financing of 3D Robotics, and the Series A financing of Open Signal. Northern Virginia-based Eric Grossman was lead attorney to Virtustream in its $1.2bn sale to EMC. Other clients include Yik Yak, Andreessen Horowitz and Zoomdata. Jonathan Axelrad joined the San Francisco office from Wilson Sonsini Goodrich & Rosati, and frequently advises venture capital and private equity funds as well as angel investors. Louis Lehot joined the Silicon Valley office from Cooley LLP, while Lauren Murdza and Fahd Riaz were hired into the Philadelphia office from Morgan, Lewis & Bockius LLP. Thomas Hendershot, David Richardson and David Schwartz were promoted to partner in the Northern Virginia, Sacramento and New Jersey offices respectively.
Goodwin Procter LLP covers all aspects of M&A, acting for clients in the financial, healthcare and software industries. The firm has a strong track record in life sciences and its venture capital and emerging companies practice is mainly located in the Boston office. The team, numbering over 180 lawyers, includes Boston-based John Egan, William Schnoor and Mitchell Bloom, who jointly head the technology and life sciences practice, and Anthony McCusker, who leads the technology companies practice from Silicon Valley. In San Francisco, David Van Horne advised Slack Technologies on its $160m Series E financing, with Accel Partners, Andreessen Horowitz and Google Ventures as some of the key investors. Another highlight for the team was Egan acting for longstanding client AppNexus in several acquisitions, including those of advertising companies Alenty and Open AdStream, and handling a $110m financing. MyoKardia and Blueprint Medicines are also clients. The firm expanded in numbers in 2015, with six partner promotions as well as the arrival of Andrew Goodman to the New York office from Kean Miller. Goodman has experience in mergers and acquisitions in the technology and life sciences industries.
Gunderson Dettmer LLP has a solid reputation for its work with start-up companies, supporting all their business law needs. The practice has a team of more than 200 lawyers that is reinforced by the firm’s corporate, IP and tax departments, assisting clients in the financial, life sciences and transport sectors. The firm has domestic offices in San Francisco, Silicon Valley, San Diego, Los Angeles, New York and Boston, and a further office in Beijing linking it to the China market. New York-based Steven Baglio advised on a cross-border deal for client Saavn, an Indian music streaming company, in its $100m financing led by Tiger Global Management. Baglio also advises on companies’ initial rounds of financing and on public offerings. Kenneth McVay, also in the New York office, was the lead attorney for razor company Harry’s in its $77m Series C financing, with Wellington Management as the lead investor. The well-regarded Jay Hachigan assisted Spark Capital and Andreessen Horowitz’s with their Series B investment in fintech company Affirm. Spark Capital was the round’s leader. Other clients include Warby Parker, Flexus Biosciences and Ola Cabs. Founding partners Robert Gunderson and Scott Dettmer are key contacts in Silicon Valley, as is Steven Franklin.
Latham & Watkins LLP’s clients praise the firm as ‘an incredibly responsive, practical and comprehensive legal partner’. The practice regularly supports clients across the technology, life sciences and emerging growth sectors from its Boston, New York and numerous California offices. Patrick Pohlen and John Chory, who lead the team from the Silicon Valley and Boston offices respectively, are both highly experienced in advising on all aspects of M&A work. Boston-based Susan Mazur was lead lawyer for LogMeIn in a series of acquisitions, including the high-profile $100m acquisition of password management service provider LastPass, and its purchase of Zamurai. New York’s Stephen Amdur advised Raine Securities on its several growth-stage investments in portfolio company DraftKings, which - through Latham’s contacts - resulted in an affiliation with ESPN. Other clients include Fantex, Duolingo and Ascendis Pharma. Life sciences specialist Brian Cuneo was made partner in Silicon Valley at the end of 2014, and in March 2015, Evan Smith in Boston, who regularly advises entrepreneurs in early-stage company formation and strategy, was promoted. Alan Mendelson is a key figure.
In late 2014, the ‘very responsive’ Morgan, Lewis & Bockius LLP completed its merger with Bingham McCutchen, taking on 750 lawyers across the entire firm. Its venture capital practice gained from an increased presence on both coasts, particularly in the Boston office, where the move bolstered capabilities in the life sciences and emerging technology sectors. In total, eight lawyers - spread across the Silicon Valley, Boston and Washington DC offices - were added to the 90-strong team, which draws on the tax, financing and governance practices to provide a comprehensive service to clients from various sectors. The practice is headed by Steven Cohen in Princeton and Michael Conza in Boston. San Francisco’s Scott Karchmer advised Third Point as lead investor on its $200m preferred stock private placement for Social Finance. In Boston, James Carrigan led advice to private equity firm venBio as lead investor in its $50m Series A financing of gene-editing platform technology developer Precision BioSciences. Other clients include Rhythm Metabolic, Welltok and Cerecor. Emilio Ragosa in the Princeton office is recommended.
The team at Morrison & Foerster LLP possesses ‘phenomenal business acumen’, coupled with ‘instant response times’. The team covers all areas of technology, including life sciences, fintech and cleantech, and advises start-up companies throughout their life cycles as well as investors. The ‘competent and effective’ Murray Indick in San Francisco arrived from Crowell & Moring LLP to become joint head of the firm’s emerging companies and venture capital practice, joining Northern Virginia’s Greg Giammittorio and San Diego’s Steve Rowles. In Palo Alto, senior counsel Mike Phillips advised Mirantis on its $75m Series B-2 preferred stock financing, with Intel Capital as the lead investor. Rowles handled South Korean e-commerce company Coupang’s Class G preferred unit private placement round, led by BlackRock Private Equity Partners, among others. Other clients include Credit Shop, Axel Springer and Higher Learning Technologies. Washington DC’s Stephen Thau has a ‘fierce intelligence’ and ‘first-class demeanor’; he regularly advises on public and private financings, strategic alliances and mergers and acquisitions. San Francisco’s John Campbell is also well regarded.
The ‘innovative’ Orrick, Herrington & Sutcliffe LLP, praised for its ‘good response times’, had a busy year in the emerging companies sector, advising clients focusing on education, finance, healthcare, life sciences, advertising, and computing, among other things. Global technology companies practice head John Bautista, who splits his time between Silicon Valley and San Francisco, has experience in venture capital financings, M&A and public offerings. In Silicon Valley, Stephen Venuto worked with San Francisco’s Anik Guha in advising Pinterest on its $367m Series G financing from Andreessen Horowitz and Bessemer Venture Partners, giving the client an aggregate value of $11bn. Bautista led advice to French multinational Thales in its agreement to buy Vormetric for $400m. Other clients include Ooma, Zenefits and IronPlanet. Michael Sullivan, who advises on all aspects of issues affecting emerging growth companies and their investors, joined the San Francisco office from Pillsbury Winthrop Shaw Pittman LLP, while equity and debt financing specialist Peter Lamb joined the Silicon Valley office from Davis Polk & Wardwell LLP.
WilmerHale has a team of over 100 lawyers dedicated to venture capital work, advising clients from the life sciences and technology industries on financing, investing and M&A matters. The firm’s key offices for this work are Palo Alto, New York and Boston, with international support provided by its lawyers in Germany, Belgium and China. David Gammell is co-chair of the emerging companies practice; he specializes in angel and venture capital financing transactions as well as M&A. Mick Bain, co-chair of the corporate and energy and cleantech practices, advised CounterTrack on its $35m Series C financing rounds, with Goldman Sachs, Siemens Venture Capital and Razor’s Edge Fund as the lead investors. Jeff Stein advised LoopPay on its $318m sale to Samsung to become a part of financial technology system Samsung Pay. Other clients include Blue Apron, Spark Capital and Khosla Ventures. Silicon Valley-based Peter Buckland, also co-chair of the emerging companies practice, is another name to note. Samuel Coates, who focuses on joint ventures, M&A and equity offerings, joined the Silicon Valley office from Cooley LLP. All attorneys are based in the Boston office unless otherwise specified.
Covington & Burling LLP complements its traditional strength in life sciences with expertise in the financial, security and cleantech sectors. Ellen Corenswet in the New York office and Paul Rogers in the Washington DC office lead the practice; Corenswet focuses on emerging companies in the life sciences and technology and media industries, while Rogers is experienced in investments and public and private securities offerings. On the West Coast, Ingrid Rechtin and Scott Anthony operate from the San Francisco and Redwood Shores offices respectively. Corenswet advised AstraZeneca on its $40m Series C preferred financing of PhaseBio Pharmaceuticals, and also acted for Pfizer in its $43m Class B preferred unit financing of Nimbus Therapeutics. Other highlights included Anthony assisting LanzaTech with its $60m Series D financing, and advising JD.com on its convertible note investment and joint venture with Zest Finance. Other clients include Prosper Marketplace, Kit Check and Forkcast.
The venture capital practice at Dentons is part of a vast global network, making it an excellent choice for cross-border deals. The firm is particularly adept in the mobile telecoms and financial technology sectors, providing an ‘outstanding level of service’ to both start-ups and investors. Practice head Victor Boyajian ‘is an excellent team leader’; he was lead counsel to Sandbox Partners in its acquisition of the Family Education Network from Pearson, and also acted for Scanadu in its $35m Series B financing investment round. James Jasaitis advised Bench Accounting on its $7m Series A financing, led by Altos Ventures. Jasaitis also assisted Contour Ventures with its participation in the Series A financing round for Pendo.io. Chip Korn and John Cleary in the New Jersey office are highly recommended. Randolph Adler, Michael Chung, joined the firm from their start-up RK Adler, and Maria Sendra in the Silicon Valley office joined from Jones Day’s San Diego office. All lawyers are based in New York unless otherwise specified.
Hogan Lovells US LLP has sector strengths in cleantech and life sciences, which it complements with its expertise in US and UK-related regulatory issues. The team also has an increasing presence in the emerging technology sector. Practice head Jeffrey Hurlburt, who splits his time between New York and London, recently advised Northzone Ventures on its participation in Spotify’s $500m private placement led by Goldman Sachs. Silicon Valley’s Jon Layman handled several of The Founders Fund’s investments, including its $10m investment in the Series A preferred stock financing of Flexport and the series seed preferred stock financing of Elemental Machines. Other clients include Five Prime Therapeutics, Venrock Associates and ABS Capital Partners. Nate Gallon and Laura Berezin in Silicon Valley as well as Washington DC-based Kevin Clayton are key contacts.
Jones Day’s venture capital practice leverages the firm’s private equity expertise, regularly assisting clients with their investments in start-up companies. New York’s Randi Lesnick advised Goode Partners on its acquisition of a minority stake in Incipio, a mobile device accessories designer and manufacturer. In the Silicon Valley office, Stephen Gillette handled Peterson Partners’ purchase of Series A preferred units in a private placement by Blue Raven Solar. Timothy Curry, who splits his time between the Silicon Valley and San Francisco offices, is praised as ‘extremely knowledgeable and thorough’. He was the lead attorney advising Endeavour Vision on its purchase of Series D convertible preferred stock in ReShape Medical. Other clients include EDBI, The Riverside Company and DBS Bank. John Saada in Cleveland and Kenneth Polin in San Diego are other names to note.
O’Melveny & Myers LLP’s practice focuses on early-stage growth companies and their investors, acting for clients involved in, among other things, mobile telecoms and cleantech. Several key lawyers are involved in cross-border deals. Qualified in California, New York and Taiwan, Portia Ku splits her time between the Silicon Valley and Shanghai offices, while Eric Zabinski is based in both the Century City and Beijing offices. Silicon Valley’s David Makarechian, who also regularly works with the firm’s Singapore office, advised Cedexis on its $22m Series B funding round, with Ginko Ventures as lead investor. Kabam, Lightspeed Venture Partners, and Apache Design Solutions are also clients. Silicon Valley’s Warren Lazarow and Paul Sieben are additional key contacts.
The venture capital group at Choate, Hall & Stewart forms part of the firm’s private equity practice, with Boston’s Brian Lenihan and TJ Murphy as heads. The team has a focus on life sciences, revolving around its strong Boston office, where it mainly assists investors with their interests in start-ups, including financing, capital markets work and M&A. Lenihan advised Spectrum Equity on its majority investment in Definitive Healthcare, and also handled Symmetric Capital’s minority growth equity investment in a tutoring company. Also based in the Boston office, Christian Atwood advised Tricore Solutions on its sale of a majority stake to an affiliate of BV Investment Partners. Other clients include Riverside Partners, Century Capital and Windjammer Capital. Howard Rosenblum joined the Boston office from DLA Piper LLP (US).
Foley & Lardner LLP has a strong presence in Boston, and advises several life sciences clients, and it also provides advice to investors and start-ups in relation to private equity matters. Practice head Gabor Garai splits his time between the Boston and New York offices; he advised Clear Ballot Group on its series B financing, valued at $2m. Also in the Boston office, managing partner Susan Pravda advised start-up company The Whistle on its $30m series B round financing. Other clients include Carbonite, MHB Labs and Kids Sports Entertainment. Andrew Kurzon, who is experienced in private equity transactions, joined the Boston office from WilmerHale. Beni Surpin joined the San Diego office from Paul Hastings LLP, and focuses on technology licensing and acquisitions. Wisconsin’s Paul Wrycha is recommended.
Foley Hoag LLP’s offices in Boston and Washington DC are the central hubs of its venture capital practice. The firm is experienced in advising clients from the technology, life sciences and cleantech sectors, providing advice on fund formation, corporate finance and mergers and acquisitions. Mark Haddad advised Datadog on its $95m series D funding round, which was led by ICONIQ Capital. Matthew Eckert was one of the lead lawyers for Onshape in its $64m investment round financing, with participation from NEA, North Bridge and Commonwealth Capital. Rinovum Women’s Health is also a client. Paul Sweeney and Gil Arie are other key practitioners. All named lawyers are based in Boston.
Gibson, Dunn & Crutcher LLP advises both investors and start-ups on public offerings, investment financing and M&A. In the US, the main offices for the practice are in Palo Alto, Boston and Los Angeles. Gregory Davidson and Bradford Weirick lead the emerging companies practice group from Palo Alto and Los Angeles respectively; Davidson advised Intel on its $25m investment in Vuzix, while Weirick handled Rubicon Project’s $100m IPO and its $122m acquisition of Chango. San Francisco-based Ryan Murr advised Arrowhead Research on its acquisition of Novartis’ RNAI research and development portfolio. Other clients include TeleSign, Riverbed Technology and March Capital. Los Angeles-based Jennifer Bellah Maguire as well as Palo Alto-based Christopher Dillon and Joseph Barbeau are recommended.
Locke Lord LLP completed its merger with the now defunct Edwards Wildman Palmer in early 2015, strengthening the firm’s positions in the Midwest, Asia and the UK. The practice focuses on advising clients active in life sciences and emerging technology, and regularly acts for venture capital investors on all aspects of private equity and M&A matters. Based in the Providence office, Michael Newquist assisted Zayo Group with its $675m acquisition of Latisys Holdings, a data center company. The firm had a busy year for staff changes, with Tamer Tullgren in Chicago, David Lange in Dallas, Walker Clarke in Houston, and Andrew Capalbo in Providence all promoted to partner.
Lowenstein Sandler LLP’s venture capital, angel investing and M&A practice advises on all stages of investments, working with clients in the financial and life sciences sectors. The firm has offices in Palo Alto, New York and Washington DC, covering several major hubs for venture capital activity. The well-regarded Ed Zimmerman is a key figure in the New York office; he advises clients both in the start-up and investing communities, with personal experience as an angel investor. Palo Alto’s Kathi Rawnsley and New York’s Raymond Thek and Anthony Pergola are all key attorneys. Clients include Google Ventures, First Round Capital and Andreessen Horowitz.
The team at McDermott Will & Emery LLP provides an ‘excellent level of service’ on a range of private equity matters, advising growth companies and investors from the seed stage to public offerings and beyond. The firm recently added a corporate group to its Dallas office, creating further support for venture capital clients. The ‘excellent and thoughtful’ practice head Mark Mihanovic, based in the Silicon Valley office, has clients in the technology, healthcare and life sciences sectors. He also has strong ties to the China market, serving as corporate liaison partner for allied firm MWE China Law Offices in Shanghai. Dallas-based Wilson Chu advised Chinese social networking platform Renren on several acquisitions in the fintech space. Washington DC’s Samuel Wales and Miami’s Harris Siskind handled several acquisitions for H.I.G. Growth Partners, including the purchase of Centerfield Media Holdings. Fireman Capital Partners, 23andMe and Corindus Vascular Robotics are also clients.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regularly assists clients in the technology, healthcare and advertising sectors, handling issues spanning the entire life cycle of start-up companies. The practice is supported by the firm’s capital markets, securities and tax groups. Daniel DeWolf, Lewis Geffen and Jeremy Glaser jointly head the team; DeWolf is based in the New York office, Geffen is based in Boston, and Glaser splits his time between San Diego and San Francisco. The team advised VisibleWorld on its sale to telecoms giant Comcast, and also assisted digital agency Laundry Service with its sale to Wasserman Media Group. It also handled life sciences company AdvanDx’s sale to OpGen. Former practice head Brady Berg left for an in-house position at Cylance.
Pillsbury Winthrop Shaw Pittman LLP is experienced in business and technology law, providing its emerging company clients with advice throughout their growth stages. Practice head Jorge del Calvo is based in Silicon Valley, which is a key office for the firm’s venture capital work. He recently advised Memoir Systems, a technology memory company, on its acquisition by Cisco Systems. In the San Diego office, Christian Salaman is a key figure and regularly works with emerging companies, acting on mergers and acquisitions, joint ventures and technology licenses. Additional clients are ApplePie Capital, Wicked Fun and Piston Cloud Computing.
Sidley Austin LLP has a ‘terrific’ team which is well versed in all aspects of financing and M&A for start-ups and investors. It has a strong presence in Silicon Valley, which is complemented by the firm’s New York and Boston offices. Hank Berry, Tom DeFilipps and Deborah Marshall jointly head the practice. Sam Zucker advised CytomX Therapeutics on its $80m IPO and its $70m series D preferred stock financing. New arrival Martin Wellington, who joined from Davis Polk & Wardwell LLP and focuses on M&A and public offerings, advised Vessel Group on its $75m series A and $57m series B financing rounds, with backing from Benchmark, Greylock Partners and Bezos Expeditions. All lawyers are in the Palo Alto office unless otherwise specified.
King & Spalding LLP advises both emerging-growth companies and established multinationals from the communications, biotech and financial industries. The team regularly handles M&A, public offerings and fund formations, with support from the its IP, tax and regulatory groups. Judith O’Brien, based in the Silicon Valley office, is the practice head; she advised SightCall on its series A-3 financing from a group of French investors, and acted for Nivalis Therapeutics in its $88m IPO. Linda Lorenat joined the Silicon Valley office in 2015 from Latham & Watkins LLP, and focuses on general corporate and securities law matters, while technology and life sciences expert Geoff Leonard joined the San Francisco office from Ropes & Gray LLP.
Reed Smith LLP couples traditional strengths in the life sciences sector with a growing presence in the technology sector. The team regularly advises investors and start-up companies on public offerings, venture capital financing and general corporate issues. Silicon Valley’s Robert Stefanski, who heads the emerging growth venture capital group, advised Nebbiolo Technologies on its series A financing round, with investors including KUKA and TTTech. In Los Angeles, Michael Sanders advised healthcare technology company Glaukos on its $108m IPO, while Philadelphia’s Paul Jaskot advised Essex Woodlands Health Ventures on the $10m series A financing round for Encore Dermatology. Other clients include Lonestar Heart, Sonendo and Fjord Ventures.
Sheppard, Mullin, Richter & Hampton LLP is experienced in advising companies and investors on the entire life cycle of a growth company, with a strong presence in the media, software and health-tech industries. San Diego-based practice head Michael Umansky advised Accelerate-IT Ventures in several investments, including as lead investor in Zanbato’s $8m series B preferred stock financing. In the Palo Alto office, Stephanie Zeppa advised HealthLoop on its preferred equity financing, while Tobin Dommer advised BlueLine Grid on its series A-1 financing, which was led by In-Q-Tel. The firm’s growing team had five new partner hires this year: Craig Mordock from Jones Day and Joshua Dean from the defunct Bingham McCutchen joined the Orange County office; Joe Daniels from Loeb & Loeb LLP and Adam Freiman from King & Spalding LLP joined the New York office, and Adam Ettinger joined from an in-house counsel role. Zac Turke in the Los Angeles office was made partner.
Vinson & Elkins LLP advises investors and growth companies in the energy, private equity and financial sectors on venture capital financing, M&A and joint ventures. William Volk leads the technology group from the Austin office, while Houston-based Keith Fullenweider and David Palmer Oelman are joint heads of the capital markets and M&A practice. Austin’s J. Wesley Jones advised Saudi Aramco Energy Ventures on its lead investment in 908 Devices’ $12m series C financing, while Volk assisted CS Disco with its $10m series B financing round, with Bessemer Venture Partners and LiveOak Venture Partners as lead investors. Dallas-based John Grand, who focuses on private equity investments and M&A, was promoted to the partnership.