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United States > M&A/corporate and commercial > Corporate governance > Law firm and leading lawyer rankings

Editorial

Index of tables

  1. Corporate governance
  2. Leading lawyers

Leading lawyers

  1. 1
    • Lance Croffoot-Suede - Linklaters LLP
    • Pamela Marcogliese - Cleary Gottlieb Steen & Hamilton LLP
    • Ellen Odoner - Weil, Gotshal & Manges LLP

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 strongLatham & 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 LLPprovide 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.

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