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Overview

For much of 2012, the United States M&A market was a largely, changeable environment. Although the pipelines of several M&A groups began the year on a positive note, transaction levels petered out around the summer. Nonetheless, many practitioners reported a wave of dispositions in the last quarter of the year, especially in the middle-market, which was prompted by the prospect of capital gains tax rises, designed to reduce the budget deficit.

Meanwhile, in relation to specific industries, the healthcare - particularly hospitals and healthcare providers, and partly spurred by healthcare reform and industry consolidation - energy, technology, and metals and mining sectors remained active for deals, while the competitive landscape for the life sciences market has also demanded transactional activity.

Recent big-ticket deals that required representation from the country’s top M&A lawyers included Anheuser-Busch InBev’s pending $20.1bn acquisition of the remaining stake in Grupo Modelo that it does not already own; Eaton Corporation’s agreement to acquire Cooper Industries in a transaction that is valued at approximately $11.8bn; Amylin Pharmaceuticals’ approximately-valued $7bn sale to Bristol-Myers Squibb Company; BHP Billiton’s (Australia) $15.1bn acquisition of Petrohawk Energy Corporation; Google’s $12.5bn acquisition of Motorola Mobility; CNOOC’s $15.1bn proposed acquisition of Nexen; Aetna’s $7.3bn acquisition of Coventry Health Care; Constellation Energy Group’s $7.9bn merger with Exelon Corporation; and El Paso’s sale of its exploration and production business, EP Energy Corporation, for approximately $7.15bn.

Merger litigation remains on the rise for both plaintiff and defense practices, with over 95% of all public company transactions attracting at least one shareholder lawsuit; but not only are more deals being challenged, the number of deals challenged in more than one venue is also rising.

Examples of high-stakes disputes include In re El Paso Corporation Shareholder Litigation, which achieved a landmark ruling from the Delaware Chancery Court that is expected, materially, to improve investment banking practices, with the $110m settlement claimed, by some, to be the highest post-merger closing, money damage recovery in Delaware history.

With Dewey & LeBoeuf LLP in liquidation since May 2012, a number of the firm’s ex-M&A partners found themselves new homes, such as Richard Climan, its former corporate/M&A head, Keith Flaum, Jane Ross and James Griffin, joining Weil, Gotshal & Manges LLP’ Silicon Valley office; and New York-based former vice-chairman Morton Pierce arriving at White & Case LLP.

The antitrust agencies have maintained their impetus in assembling an aggressive enforcement agenda, and have also displayed increased confidence in their litigation capabilities; in turn, the need for reliable antitrust representation is greater than ever among businesses. A number of investigations are taking place in the healthcare, pharmaceuticals and manufacturing industries, and the agencies remain particularly focused on the hi-tech sector and patent portfolios. In addition to numerous merger challenges, second requests are also on the increase, and the 2012 fiscal cliff caused a considerably higher level of deal activity, in a rush to get acquisitions completed before the year-end.

In December 2012, William Baer (former global head of competition at Arnold & Porter LLP) was confirmed as the new antitrust chief at the US Department of Justice (DOJ). Shortly after, at the US Federal Trade Commission (FTC), Joshua Wright replaced Thomas Rosch as commissioner and chairman Jon Leibowitz resigned. Despite these significant managerial changes, lawyers do not expect any major policy shifts in the year ahead, and predict that the agencies’ tough enforcement approach will continue.

California, New York and Washington DC remain the core areas of antitrust activity in the US, with Washington DC being particularly important for agency investigations and regulatory matters, and California attracting the big-ticket instructions surrounding the hi-tech sector. The antitrust section reflects capabilities in merger clearances, antitrust litigation as well as criminal and civil government investigations. Higher-ranked firms are those that can demonstrate a well-rounded practice and a strong national presence. In addition, cross-border and multi-jurisdictional capabilities are important factors, and credit is also given to groups that can offer first-hand agency experience from past positions at either the DOJ or FTC.

2012 was a relatively patchy year for the private equity industry, though deal activity appeared to pick up towards the end of the year, thanks in part to the relative availability of cheap financing. High-value buyouts are still rare compared to before the financial crisis, but the middle-market remains buoyant and firms are actively focused on this segment of the market. Oil and gas is the key growth sector for the private equity industry and many firms have sought to develop their expertise in this area, whether in the oil and gas centers of Houston and Dallas, or in other financial sponsor locations such as New York.

The emerging company environment certainly gained notoriety in 2012 with the landmark initial public offering of Facebook. Though the area of cleantech has been hindered by the government’s principal focus on improving the economic situation, other segments such as high tech and life sciences are still active recipients of angel and venture funding. The cross-border and international element of the growth company sector has also come into focus, with many law firms expanding overseas as a result, and especially into China.


Antitrust

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  1. Antitrust
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In December 2012, Arnold & Porter LLP’s former global chair of competition, William Baer, was confirmed as the antitrust chief at the US Department of Justice (DOJ), placing him in charge of the division that reviews mergers and prosecutes price-fixing cases. Despite Baer’s high-profile move, clients remain ‘very pleased’ with the firm’s service and say it is still ‘one of the best in the world for antitrust’. Benefiting from a ‘very deep bench’, the ‘extraordinarily strong US team’ is led by Deborah Feinstein, who is based in Washington DC and reaps praise from peers. Feinstein focuses on M&A matters, and conduct investigations, before the US Federal Trade Commission (FTC) and the DOJ, and she recently acted for Sony Corporation of America and Sony/ATV during its successful purchase of the music publishing business of EMI for $2.2bn. In New York, Robert Mason defends corporations in direct and indirect purchaser class actions and state attorney general actions, and Craig Stewart is recommended for white-collar criminal issues. Mason has handled a number of cases for Visa recently, and is representing the client in both a putative class action and individual suits, filed by a number of merchants, challenging the interchange fees set in the Visa (and MasterCard) systems as well as various rules relating to merchant conduct. Further noteworthy practitioners include California-based partners James Speyer, John Lombardo and Ronald Redcay, all of whom represented BP in three cases brought by franchisees, involving alleged vertical maximum price-fixing and tying arrangements. In Washington DC, recent promotions saw Sonia Kuester Pfaffenroth make partner, and Ryan Watts make counsel.

Housing ‘the best thinkers, strategists and advocates working in antitrust worldwide’, Cleary Gottlieb Steen & Hamilton LLP’s excellent reputation continues. Praised for its ‘incredible depth’ and agency experience, the team is skilled in both global merger control and litigation. Work highlights included advising Google on its $12.5bn acquisition of Motorola Mobility, and representing Sabre Holdings in ongoing litigation brought by US Airways involving claims of vertical restraints of trade. The practice is centered in Washington DC, where George Cary is hailed as ‘one of the most elite lawyers in the country’, winning plaudits for his ‘exceptional credibility with the FTC’ and ‘great insight’. In addition, Jeremy Calsyn is ‘an excellent advocate’, and firm-wide managing partner Mark Leddy is ‘an absolutely first-class lawyer’. Cary and Calsyn recently acted for new client Western Digital on its $4.8bn acquisition of Hitachi’s hard drive business, which was cleared, subject to conditions, in the US the EU, China, Japan, and Korea. Clients also include a raft of other household names such as Coca-Cola, Dollar Thrifty, GlaxoSmithKline and HSBC, and an SAP subsidiary was recently added to the roster. The firm strengthened its New York practice when Michael Lazerwitz, who focuses on antitrust enforcement as well as cartel and class action litigation, transferred from the Washington DC office in 2011. David Gelfand, Mark Nelson Leah Brannon and Brian Byrne are also well regarded. In 2012, Patrick Bock was promoted to partner.

In 2012, Gibson, Dunn & Crutcher LLP bolstered its ‘superb’ antitrust litigation practice in Washington DC, when Joshua Soven (former chief of the litigation section at the DOJ’s Antitrust Division) joined and Cynthia Richman was promoted to partner. The department is now more evenly spread nationally, with partners also situated in New York, San Francisco, Los Angeles and Dallas. The group is often hailed as a leader in antitrust litigation and cartel investigations, and Gary Spratling is ‘the “go-to” person for white-collar criminal cases’. Recent big-ticket work includes defending Apple Inc in a case brought by the DOJ claiming that the client conspired to raise the prices of eBooks; and representing Cox Communications in a class action alleging that cable and satellite distributors breached antitrust laws by offering bundled programming choices. In addition to these, the firm frequently represents a number of other leading media, entertainment and technology companies such as Sony, Facebook, DreamWorks and Microsoft. The team is also recommended for non-contentious advice on M&A reviews, trade regulation matters, consumer protection and state aid issues. Further practice contacts include New York’s Peter Sullivan, who has over 30 years’ antitrust and litigation experience; and Dallas-based M Sean Royall, who is the former deputy director of the FTC’s Bureau of Competition. In Los Angeles, Daniel Swanson has been a trial and appellate litigator for over 25 years, but he is also recommended for merger-clearance matters before the FTC, DOJ and European Commission.

Jones Day’s antitrust practice is ‘among the best’, where ‘the lawyers are responsive, practical and really understand their client’s business’. The firm exhibits a truly national practice, with partners peppered across five states, and internationally, the Washington DC and Brussels offices act as the key antitrust hubs. The scope of this ‘terrific’ department is also diversified; it is strong in merger reviews, civil and criminal disputes, and government investigations, and clients praise the industry knowledge that a number of the lawyers can offer through previous senior positions at US enforcement agencies. Recent non-contentious work highlights include advising Goodrich Corporation on its acquisition by United Technologies Corporation (UTC) for $18.4bn, which marks the largest acquisition in UTC’s history. On the contentious side, the team is defending Adobe Systems and Intuit in antitrust actions brought on behalf of a putative nationwide class alleging that many prominent technology and entertainment companies in the US conspired to fix and suppress employee compensation. The firm provides specialist antitrust expertise in a number of areas; notably, global practice head Phillip Proger is recommended for retail and pharmaceutical matters; J Bruce McDonald, is strong in mandates involving the airlines and energy industries; Craig Waldman is the contact for hi-tech and software issues; and Toby Singer is well regarded for hospital healthcare work. In Washington DC, Ryan Thomas was recently promoted to partner, and of counsel Kenneth Field rejoined the firm following six years at the FTC, where he served as counsel to the director of the Bureau of Competition. Elsewhere, in Chicago, Michael Sennett and Pamela Taylor make ‘a great team’ and are also ‘very well connected with the FTC’.

The lawyers at Kirkland & Ellis LLP deliver ‘good response times and excellent knowledge of their client’s business’, and ‘the depth throughout the practice is exceptionally strong’. The firm is ‘one of the top litigation outfits in the country’ and clients describe its expertise in this area as ‘just great’. In 2012, the team represented Bain Capital in a nationwide class action alleging that several private equity firms and investment banks conspired to fix the stock prices of the public companies they acquired in violation of the Sherman Act. On the non-contentious side, ‘it unquestionably has a very sophisticated team supporting a significant transaction load’, and the attorneys provide guidance based on past agency experience. Merger approval highlights included advising Constellation Energy on its agreement to merge with Exelon Corporation, which created one of the country’s largest residential electricity and gas distribution companies; the group also acted for BP on the antitrust aspects of selling its Texas City refinery and certain downstream assets to Marathon Petroleum. Recent personnel changes saw former deputy White House counsel Susan Davies join the firm. David Zott and Daniel Laytin are ‘creative, diligent and experienced trial lawyers’; other noteworthy individuals include James Mutchnik, Timothy Muris and Christine Wilson. The practice is predominantly concentrated in Washington DC and Chicago, but it also has a presence in New York and Los Angeles.

Outstanding in all respects’, Latham & Watkins LLP’s lawyers provide ‘a tremendous personalized service’, and their ability to understand a client’s business within a unique industry is ‘nothing short of exceptional’. Work highlights display a diet of antitrust disputes, government investigations and cartel matters. More specifically, the team represented Singapore Airlines Cargo and Singapore Airlines in one of the most extensive global cartel investigations ever initiated, involving multibillion-dollar fines imposed by global competition authorities and criminal charges facing airline executives. It also successfully defended leading musical instrument retailer Guitar Center in a case alleging that the client orchestrated a conspiracy to maintain the retail price of guitars and eliminate discounting of products online. The group also acts for ExxonMobil, Wells Fargo and Oracle, and new client gains saw Union Pacific and the Radio Music License Committee added to the roster. The practice includes highly regarded partners on both the East and West Coast, who reap praise from clients and peers alike. In San Francisco, Daniel Wall is ‘one of the best antitrust lawyers in the country’, Christopher Yates and Al Pfeiffer are also highly regarded, and Niall Lynch recently joined from the antitrust division of the DOJ. In Washington DC, Margaret Zwisler has ‘top-notch knowledge of antitrust’ and is ‘excellent at interfacing with non-lawyer personnel in a manner that is comfortable and informative’. Michael Egge recently relocated to the Brussels office.

Simpson Thacher & Bartlett LLP is ‘a “go-to” firm for antitrust’, where the ‘smart and responsive’ attorneys are ‘enjoyable to work with’. The ‘very strong’ group is developing its antitrust presence in Washington DC, and, in 2012, the office benefited the arrival of Matthew Reilly, who is the former assistant director of the FTC’s Bureau of Competition. Elsewhere, in New York (the firm’s US headquarters for antitrust), Joseph Wayland returned following a stint of senior positions at the DOJ; namely, he served as deputy assistant attorney general, responsible for the antitrust division’s litigation section, and then as the division’s acting assistant attorney general. Wayland is hailed as ‘a first-rate lawyer’, as is Joseph Tringali, who is also based in New York. While the practice predominantly operates from the East Coast, there are also two litigation partners based in Palo Alto. Work highlights saw Peter Thomas (managing partner of the Washington DC office) successfully represent Eaton Corporation in its $11.8bn acquisition of Cooper Industries, which involved achieving clearance by the FTC and working with foreign antitrust counsel in order to attain approvals in Brazil, Mexico, Canada, Turkey and South Korea. On the litigation side, Barry Ostrager and Kevin Arquit, who retains ‘a towering reputation’, achieved a favorable outcome for Fidelity National Financial in antitrust class actions brought against the company concerning title insurance rate-setting and fees paid for title insurance in real estate transactions. Practice clients also include JPMorgan Chase, The Blackstone Group and Viacom.

Exhibiting ‘very broad scope’, Skadden, Arps, Slate, Meagher & Flom LLP’s practice provides ‘depth and breadth of experience’ in obtaining clearance from merger control agencies globally; handling transaction-related litigation; defending clients in a range of US antitrust civil disputes; and guiding clients through US grand jury investigations and EU administrative investigations. Work highlights display a mix of mandates from sectors such as pharmaceuticals, financial services and energy, but the practice also offers niche strength in representing sports leagues, including the NFL and NHL, in a variety of disputes involving antitrust claims. Recent work saw practice head Shepard Goldfein and Paul Eckles represent Morgan Stanley in the settlement of a putative class action alleging that the client, among other banks and investment firms, conspired to fix, maintain or stabilize the price of municipal derivatives. In 2012, Clifford Aronson and Ian John acted for Express Scripts (the third-largest pharmacy benefit manager in the US) on its landmark $29bn acquisition of Medco Health Solutions (the second-largest pharmacy benefit manager nationally), which also involved obtaining dismissal of antitrust claims brought by pharmacy trade groups in opposition to the transaction. All individuals mentioned are based in New York, but in Washington DC, the office includes two former senior officials of the DOJ’s Antitrust Division, John Nannes and chair of the firm’s North American antitrust practice Steven Sunshine. Clients also include HarperCollins, De Beers and SanDisk.

The ‘world-class’ team at Covington & Burling LLP provides a ‘superior service’ when it comes to antitrust disputes, criminal and civil matters, and transactional issues. Recommended for its industry connections, the team features a number of former government officials, including two previous heads of the DOJ’s antitrust division - Thomas Barnett and Deborah Garza - who co-chair the practice. Barnett is ‘deeply knowledgeable on competition issues and enormously respected by antitrust officials worldwide’, and Garza’s industry experience is ‘unparalleled’; ‘she provides concise, practical analysis, in a language that is easy to understand’. In 2012, Barnett advised Facebook on its proposed acquisition of mobile photo app Instagram; and Garza defended Pixar in a putative class action suit filed against a number of technology and entertainment companies, alleging an unlawful agreement relating to cold-calling one another’s employees. In other work highlights, Alan Wiseman and New York’s Andrew Ruffino are representing Citibank in class and non-class actions alleging that LIBOR was suppressed in transactions involving trillions of dollars in order to conceal banks’ financial condition. The practice also acts for AstraZeneca, Expedia and Microsoft, and it attracted a flurry of new clients in 2012, with PharMerica Corporation, Marvell Technology Group and Newport Television featuring among the new additions to the roster. Michael Fanelli and Jonathan Gimblett were promoted to partner in October 2012. All individuals mentioned are based in Washington DC, unless otherwise stated.

Delivering an ‘extremely high level of service’, Cravath, Swaine & Moore LLP’s lawyers are ‘extraordinarily knowledgeable, responsive, business savvy and efficient’. Antitrust has always been one of the firm’s core practice areas and its reputation has been ever increasing since the arrival of department head Christine Varney in 2011. Varney is the former assistant attorney general for antitrust at the DOJ, who is acclaimed as ‘one of the strongest antitrust lawyers’ and well known for her varied background in both government positions and private practice. Recent litigation highlights display a number of ongoing cases for American Express, such as a class action alleging an unlawful conspiracy concerning foreign currency conversion fees, and a civil lawsuit involving merchant acceptance rules. In the field of regulatory clearance, the team is advising Grupo Modelo on antitrust issues relating to Anheuser-Busch InBev’s pending acquisition of the remaining stake in Grupo Modelo that it does not already own; the combined company would become the leader in the global beer industry, with operations spanning 24 countries. Additional clients of this New York firm include Barnes & Noble, Warner Music Group and IBM. Skilled in both antitrust disputes and M&A matters, Rowan Wilson and Peter Barbur are also recommended.

With teams in California, New York and Washington DC, Davis Polk & Wardwell LLP’s partners are ‘incredibly knowledgeable, very responsive and supported by strong associates’. Comprising over 30 lawyers, the antitrust practice advises clients on a variety of US and cross-border transactions; and represents clients in antitrust litigation, including class actions, criminal investigations, and government civil enforcement actions. The group enjoyed a surge of cartel claims in 2012, and noteworthy cases saw Arthur Burke and Robert Wise defend Bank of America in numerous LIBOR-related class actions, alleging a conspiracy by international financial institutions to manipulate and suppress LIBOR interest rates before and during the financial crisis. Christopher Hockett and Neal Potischman have also been active in cartel instructions and they recently obtained a favorable settlement for Chimei Innolux in the TFT-LCD price-fixing case, which is one of the largest antitrust class action matters in the world. Hockett co-chairs the practice alongside Ronan Harty, who ‘tells you exactly what you need to know’ and ‘makes a good partner during a transaction’. Harty recently advised CNOOC (one of the world’s largest independent oil and gas exploration and production companies) on its $15bn acquisition of Canadian global energy business Nexen. In 2012, Howard Shelanski returned to the FTC, following a one-year stint at the firm, to become director of the Bureau of Economics.

Acting for blue-chip clients such as American Express, Ford and IBM, Hogan Lovells LLP is ‘a high-quality firm, with knowledgeable lawyers’, who are recommended for their varied regulatory backgrounds. The practice handles merger clearance matters, antitrust litigation as well as cartel cases, and is chaired by Janet McDavid; an ‘expert practitioner and the “go-to” antitrust attorney’. McDavid recently led the team that successfully represented Verizon on the DOJ’s investigation into the clients’ agreement to purchase wireless spectrum from four of the country’s largest cable companies. Other work highlights saw Logan Breed and Michele Harrington advise Ariba on its $4.3bn acquisition by SAP; and J Robert Robertson representing Illinois Tool Works in the FTC investigation into the sale of its finishing business unit to spray-equipment giant Graco. The practice is centered in Washington DC, and here the ‘pragmatic and business-focusedJoseph Krauss has ‘strong ties with the regulators and a deep understanding of the industry’. In 2012, Lynda Marshall left for a position in the antitrust division of the DOJ.

With an antitrust practice that spans Washington DC, New York, Los Angeles, Century City, and San Francisco, O’Melveny & Myers LLP’s clients include Capital One and Honeywell International. The firm features ‘extremely knowledgeable and incredibly talented lawyers’, who provide ‘very quick responses’ and ‘achieve terrific results’. Notably, ‘outstanding’ litigator James Pearl is recommended, as are Michael Antalics and David Beddow, who remain very active in merger matters. ‘Exceptional’ practice chair Richard Parker is an experienced trial lawyer and antitrust regulatory attorney, who represented Apple Inc in both the DOJ eBook price-fixing investigation, and a non-solicit class action, alleging that various companies in the technology and entertainment industries violated antitrust laws by conspiring to fix employee pay. For cartel class actions and matters involving IP, Ian Simmons is highly regarded; he has over 20 years of antitrust litigation experience and recently acted for Asiana Airlines in two consolidated multi-district litigation proceedings concerning allegations of price-fixing. In other recent disputes, Simmons and Ben Bradshaw represented Samsung in a class action alleging price-fixing of cathode ray tubes; and on the transactional side, Antalics and Beddow acted for Magma Design Automation in the FTC investigation of its $523m acquisition by Synopsys.

One of the clear leaders in antitrust litigation’, the team at Paul, Weiss, Rifkind, Wharton & Garrison LLP gives ‘solid legal advice on complex and challenging matters’ from ‘responsive and knowledgeable’ attorneys, who are divided between the New York and Washington DC offices. In 2012, the ‘top-notch’ group defended Deutsche Bank in numerous class actions alleging price-fixing and LIBOR rate manipulation; and represented Sharp in litigation and investigations of cartel activity related to liquid crystal display units. The firm is very highly regarded for its litigation capabilities, where it frequently handles contentious matters relating to monopolization, cartel activity, vertical restraints and price-fixing, but it is also recommended for obtaining transaction approvals and handling FTC and DOJ investigations. In this context, the team advised the FTC (a new client) on an investigation into Google and its business practice. Other significant additions to the department’s roster include ASCAP, where it is handling a DOJ antitrust review; and The Nielsen Company, where it dealt with a dispute alleging violation of Section 2 of the Sherman Act. The practice is co-chaired by New York’s Aidan Synnott (‘consistently stands out as an excellent lawyer’) and Washington DC’s Joseph Simons (former Director of the Bureau of Competition at the FTC, and ‘an indispensable ally to facilitate the merger review process in complex M&A transactions’). Andrew Finch and Kenneth Gallo (managing partner of the Washington DC office and ‘one of the finest attorneys’) are also recommended, and Beth Wilkinson, in the litigation department, is ‘smart, responsive, and understands the business realities facing large companies’. William Michael was recently promoted to partner.

Sidley Austin LLP bolstered its antitrust group through the addition of William Blumenthal and Kenneth Glazer, who previously led the antitrust departments at Clifford Chance and K&L Gates respectively. The ‘excellent’ practice provides sound advice’ from offices in Washington DC, New York, Chicago, San Francisco, Los Angeles and Palo Alto. Recommended for its specialist expertise in the pharmaceutical sector, the ‘very responsive’ team recently acted for Astellas Pharma US in a class action brought by a Florida hospital, alleging that the client had violated Sections 1 and 2 of the Sherman Act and Florida antitrust statutes. The firm is also highly respected for its experience in the technology arena, where it represented Microsoft in antitrust-related patent and breach-of-contract actions; and the financial services sector, where it acted for Citigroup in a putative class action relating to the setting of Visa and MasterCard interchange fees. Supported by strong teams in London and Brussels, the US antitrust practice includes key figures such as Marie Fiala, who is ‘particularly thoughtful, strategic, and persuasive to courts’; and Joel Mitnick, who acts for a number of China-based clients. John Treece and Marc Raven are also commended as ‘excellent lawyers with very sound, technical knowledge of the antitrust area’. In 2012, Ryan Sandrock and Ben Keith made partner; Sandrock has extensive experience in handling price-fixing government investigations and private class actions, and Keith is well regarded for antitrust disputes in the healthcare sector.

The level of service is ‘outstanding’ at Sullivan & Cromwell LLP, where the ‘highly responsive and deeply experienced’ lawyers reap praise for their ‘strong business acumen and excellent communication skills’. Staffed by a team of seasoned litigators, the department handles merger clearances, criminal antitrust investigations and trials, and civil litigation. The group remains particularly active in the financial services arena, where it recently advised The Bank of New York Mellon on the competition aspects of the $550m sale of its shareowner services business to Computershare Australia. The firm also marks an uptick in hi-tech sector antitrust, and in this context, it continues to represent Microsoft in a number of global antitrust matters. Notably, it recently obtained a major victory for the client in a long-running antitrust lawsuit brought by Novell, who sought $3.9bn in damages relating to alleged anti-competitive conduct. With partners present in New York, Washington DC, Palo Alto and Los Angeles, the practice is co-led by Yvonne Quinn and managing partner of the Washington DC office Daryl Libow, both of whom handle contentious and non-contentious matters. For IP and technology-related cases, Steven Holley is ‘a great communicator and an outstanding strategist’, who provides ‘excellent judgment and direct, practical advice’. Clients also include Goldman Sachs, Skype and British Airways.

Focusing on M&A-related antitrust, the team at Wachtell, Lipton, Rosen & Katz represents major corporations, such as Motorola Mobility and Cooper Industries, in domestic and cross-border transactions. For some, ‘it is, by far, the most service-oriented law firm in the US, where the lawyers are extraordinarily knowledgeable on antitrust issues’. In 2012, Michael Byowitz acted for United Technologies Corporation in its $18.4bn acquisition of Goodrich Corporation, which was the client’s largest-ever acquisition, creating a global powerhouse in the aerospace market. In the energy sector, Nelson Fitts is highly respected for his industry knowledge, and he recently advised Sunoco on its $5.3bn sale to Energy Transfer Partners. Ilene Knable Gotts co-chairs the practice alongside Byowitz, and delivers ‘strong competition advice’. Other noteworthy practitioners at this New York based firm include Joseph Larson, David Schwartz and Damian Didden. While the partners are very involved in the details of all matters’, clients claim that the level of associate expertise is also ‘unparalleled’. Additional work highlights saw the team represent El Paso in its $21bn sale to Kinder Morgan, and Temple-Inland in its $3.7bn sale to International Paper.

White & Case LLP houses ‘practical, solution-driven lawyers with great industry knowledge’. In particular, practice head Mark Gidley sets ‘the gold standard’ in terms of expertise, responsiveness and value. ‘Alone or with a team, there is no finer strategist or counselor in Washington DC; he makes you feel like his only client.’ With a strong track record in antitrust litigation, his department has won a number of trials against the FTC and DOJ involving mergers, cartels and conduct issues. In 2012, the firm won a trial for Toshiba, which involved allegations of price-fixing in the LCD industry; this was the largest US antitrust class action trial of that year, with $2.7bn at stake. The team also handles cases on appeal to the US Supreme Court, but it is equally adept at handling transactional matters too. In this context, it acted for Grupo Bimbo on the $959m acquisition of Sara Lee’s North American bakery business, which created one of the largest baked goods companies in North America. In a practice that spans Washington DC, New York, Miami and Silicon Valley, key figures also include Robert Milne, recommended for antitrust disputes; and George Paul, a key contact for merger-related issues. ‘Strong litigatorChristopher Curran garners praise for his ‘good organization and team management skills’, and, for matters involving the intersection between IP and antitrust law, Noah Brumfield is highly regarded.

The ‘exemplary’ antitrust practice at Dechert LLP is ‘extremely responsive, intensely loyal, and skilled at communicating complex issues in simple terms’. Recent work displays expertise across a number of industries, such as pharmaceuticals, technology and energy, and the firm has also handled a number of instructions in the food sector of late; in this context, clients include Kellogg Company, Whole Foods and Dean Foods. Transactional highlights saw Mike Cowie and Paul Denis secure unconditional clearance for Medco Health Solutions in its $29bn merger with Express Scripts, which combined two of the three largest pharmacy benefit managers in the US. On the litigation side, Michael Weiner and Carolyn Feeney acted for Travelport in a high-stakes monopolization and conspiracy case brought by American Airlines. Weiner wins plaudits for his ‘tremendous business acumen and very practical advice’, and co-chairs the practice alongside the ‘responsive and intelligent’ George Gordon, who is recommended for his specialist expertise in IP-related antitrust issues. Other noteworthy practitioners include Jill Ross, who focuses on the antitrust aspects of corporate transactions; and Paul Friedman who exhibits ‘a firm command of antitrust law and understands clients’ business objectives’ in investigations and antitrust litigation. The department comprises lawyers in Washington DC, New York and Philadelphia.

Clients remain ‘extremely pleased’ with the efficiency and breadth of service on offer at Freshfields Bruckhaus Deringer LLP. The lawyers deliver ‘professional and practical advice’ and the practice is ‘stronger internationally than many of its peers’’. From the Washington DC office, the team continues to attract a large number of M&A-related mandates, and in 2012, Bruce McCulloch acted for Xstrata on antitrust aspects of its $60bn merger with Glencore International. With additional experience in civil investigations, cartel work, and disputes, other work highlights saw the firm representing Hachette Book Group in the eBooks price-fixing class actions; and acting for Emirates in private litigation stemming from the DOJ Air Cargo antitrust investigation. The group reaffirmed its commitment to antitrust litigation, by hiring Michael Lacovara in 2012. Based in the New York office, Lacovara’s arrival marked his return to private practice, but, in the past, he has handled cases in more than 30 states and ten US federal circuits, and advised clients before regulators and tribunals in the UK, Europe and Asia. Recommended practitioners also include Bob Schlossberg and practice head Paul Yde. Tom Ensign is ‘an attorney whom business clients relate to and respect’, and for criminal investigations, of counsel Terry Calvani is highly regarded.

Mayer Brown’s antitrust team sustained a number of departures recently, when five partners left for positions in government or at another law firm. Nevertheless, the group is still a sizeable department, which acts for clients such as ArcelorMittal and United Airlines, and comprises over 20 partners practising antitrust across five offices. ‘Excellent all round’ and ‘very sensitive to business needs and realities’, the team handles M&A-related matters and antitrust litigation, as well as offering niche expertise in healthcare issues and appellate representation. Work highlights included acting for Google in a nationwide class action alleging that major hi-tech corporations conspired to eliminate competition for skilled labor by entering into agreements not to cold-call one another’s employees. In the transactional space, the firm advised Nestlé on its $11.9bn acquisition of Pfizer’s infant nutrition business, which was one of the largest M&A transactions of 2012. Carmine Zarlenga delivers ‘sound knowledge and advice that keeps clients out of “sticky” legal issues’; Richard Favretto and Britt Miller are ‘very savvy, practical and efficient’; and Robert Bloch leads the practice. Scott Perlman and John Roberti are also recommended.

Situated in New York, San Francisco and Washington DC, Shearman & Sterling LLP’s practice encompasses M&A-related assistance, compliance advice, private antitrust litigation, cartels and government investigations. The US group works closely with highly esteemed antitrust teams in Europe and is advising Ardagh Group on its $1.7bn agreement to buy Verallia North America, which not only comprises lawyers in New York, but also in London, Paris and Frankfurt. Beau Buffier is co-chair of the firm’s global antitrust practice. Wayne Dale Collins and James Donato are also recommended. For both M&A-related work and criminal antitrust defense, Kenneth Prince is a key contact, and for considerable trial, pre-trial and appellate experience in the antitrust arena, Richard Schwed is well respected. Other work highlights included advising Singapore Airlines on the sale of its 49% stake in Virgin Atlantic to Delta Air Lines; and acting for the IP and science business of longstanding client Thomson Reuters in its acquisition of MarkMonitor.

Despite departures in recent years, Weil, Gotshal & Manges LLP maintains a ‘very strong group’, where the lawyers are ‘frank in discussing strategies, and very good at pointing out the essence of problems’. With experience in merger, litigation, and criminal aspects of antitrust, the department comprises ‘highly responsive’ lawyers in Washington DC and New York. The team has expertise across a number of sectors, including healthcare and energy, and it attracted a number of hi-tech clients recently. Work highlights saw practice head Steven Newborn advise longstanding client Johnson & Johnson on its $21.3bn acquisition of Synthes, which involved obtaining clearance from the FTC and marks the largest transaction in the client’s history. Newborn also acted for Kinder Morgan in its $38bn acquisition of El Paso; and the ‘very smart and assertiveCarrie Anderson represented Providence Equity Partners in a private nationwide antitrust class action involving antitrust conspiracy claims against private equity firms relating to multibillion-dollar leveraged buyouts dating back to 2003. In Washington DC, Steven Bernstein, Ann Malester and John Scribner are also recommended. In New York, Adam Hemlock and Steven Reissmake clients feel comforted and assured’. Recent promotions saw Eric Hochstadt make partner and Vadim Brusser make counsel.

WilmerHale bolstered its antitrust litigation practice and enhanced its West Coast presence in 2012, with the arrival of counsel Christopher Casamassima, who is an experienced trial lawyer, with particular expertise in the defense and aerospace industries. The firm’s reputation is going from strength to strength in the antitrust arena, and Casamassima’s move from Kirkland & Ellis LLP comes just one year after the high-profile recruitment of former DOJ deputy assistant attorney general Molly Boast, who also specialises in contentious antitrust matters. The ‘top-notch’ team is ‘excellent at driving clients’ desired outcomes’ and in 2012, it achieved a favorable result for The Walt Disney Company in an antitrust class action challenging the bundling of cable network channels. In the transactional space, the group represented International Paper, the largest pulp and paper manufacturer in the world, in its $4.3bn acquisition of corrugated packaging maker, Temple-Inland. The firm is also recommended for criminal antitrust matters and in this area, it acts for DENSO Corporation and DENSO International America in the DOJ’s investigation of the auto parts industry, which is the largest cartel investigation in history. Thomas Mueller, in Washington DC, and ‘outstanding adviser’ Michelle Miller, in Boston, co-chair the practice. Eric Mahr is commended for his ‘practical advice and knowledge of the “ins and outs” of government agencies’.

Acting for Fortune 100 corporations as well as venture-backed start-up companies, Wilson Sonsini Goodrich & Rosati’s impressive reputation among the hi-tech and life sciences industries continues. From three offices in the US (Washington DC, New York and Silicon Valley), the team advises on mergers and acquisitions, criminal and civil investigations, antitrust litigation, and issues involving IP. Recommended for its government experience, the practice includes Mark Rosman, who spent 20 years as a trial attorney and prosecutor in the Antitrust Division of the DOJ; department co-chair Susan Creighton, who is former director of the FTC’s Bureau of Competition; and Jonathan Jacobson, who served on the Antitrust Modernization Commission. Specialising in contentious aspects of antitrust and IP, Lucy Yen was recently promoted to partner, and former Howrey LLP attorney David Stewart left for an in-house position. In addition to its US experience, the firm also acts for international corporations in cross-border mandates, where it offers a particular strength in issues involving the Pacific Rim, India, Israel and Europe. Clients have included Pixar, Coca-Cola and Google.

Baker Botts L.L.P. significantly enhanced its European presence in 2012, by opening an office in Brussels, in order to capture the EU component of the firm’s US antitrust work. ‘It is clear that the lawyers take the time to learn their client’s business and understand how it works’, but they are also ‘very responsive and deliver under tight deadlines’. An eminent player in the energy and manufacturing sectors, the firm is acting for National Oilwell Varco in its $2.5bn acquisition of Robbins & Myers, which is set to create a powerhouse in the field of manufacturing oilfield drilling and production equipment. The group is also recommended for hi-tech instructions, and is representing MOSAID Technologies in a case involving the antitrust aspects of a patent transfer made from Nokia and Microsoft to the client. The practice is centered in Washington DC, where Sean Boland and John Taladay co-chair the group. Also in this office, Stephen Weissman is highly regarded, as is James Rill, who has served as assistant attorney general at the DOJ’s antitrust division and chairman of the ABA’s antitrust section. Paul Cuomo is ‘skilled at delivering quick, actionable, on-point advice, as well as responding to clients’ needs for managing merger filings on short notice’. Rufus Oliver retired in 2012.

With antitrust attorneys spread across four US states, Bingham McCutchen LLP dealt with the loss of its former practice co-chair by making three significant hires in 2012. Namely, it added the ‘zealously creative’ Ted Henneberry from Orrick, Herrington & Sutcliffe LLP, Stacey Anne Mahoney from Gibson, Dunn & Crutcher LLP and John Schmitz from Mayer Brown. While Mahoney is based in New York, Henneberry and Schmitz are primarily situated in Washington DC, but also spend part of their time in London and Frankfurt, respectively. The ‘very commercial, pragmatic and knowledgeable’ group is led by litigator Donn Pickett, who acted for Intel alongside Frank Hinman in nationwide consolidated class actions challenging the client’s worldwide sales and marketing practices for its microprocessors. Recent work also saw Richard Taffet represent Sharp in opt-out cases filed by Dell, AT&T and Motorola alleging price-fixing in the sale of TFT-LCD panels; and Leiv Blad is acting for a manufacturer of automotive components in the DOJ’s auto parts investigation. Clients also include Royal Bank of Canada, SanDisk and Nissan Motor Company.

Cadwalader, Wickersham & Taft LLP houses ‘trusted advisers who understand the industry, as well as legal trends and policy influences affecting antitrust’. ‘Relied upon for the most important matters’, the lawyers offer the full spectrum of domestic and international antitrust advice, with specialist expertise in the hi-tech sector. Microsoft is a key client of the firm, and recent work included advising the multinational software giant, as a third party, on the FTC’s monopolization investigation into Google; and assisting the client with the antitrust aspects surrounding the purchase of patents and patent applications from AOL. The practice is commended for understanding the intricacies of regulatory bodies, and ‘no one has greater experience in dealing with the US agencies’ than Charles Rule, a former assistant attorney general of the DOJ’s antitrust division, who exhibits ‘tremendous depth of knowledge’. Andrew Forman is also recommended, as are trial attorneys Peter Moll and Brian Wallach. Jonathan Kanter is a ‘quality’ lawyer, who ‘knows the FTC extremely well and has built a wide circle of contacts throughout the online industry’, and for issues involving Asia Joseph Bial is ‘very smart’. All individuals mentioned are based in Washington DC.

Dickstein Shapiro leads in the area of antitrust plantiff representation, where it acts for large companies in treble damages antitrust actions in the US. Providing a ‘superior service’, the practice receives ‘high marks’ for its business acumen and industry knowledge, and includes lawyers in Washington DC and New York. The antitrust department works closely with the firm’s highly regarded state attorneys general practice, which recently expanded through two new recruits - Lori Kalani and JB Kelly - who previously served as senior counsel at Orrick, Herrington & Sutcliffe LLP and general counsel to the North Carolina attorney general, respectively. Recent work saw the ‘smart, professional and pragmatic’ Peter Kadzik represent Saudi Arabian Airlines in a class action alleging price-fixing by airlines that provide air cargo services into or out of the US. Kadzik co-chairs the practice alongside Jay Fastow, who acted for ZF Meritor and Meritor Transmission Corporation in a case involving claims of anti-competitive conduct with regard to heavy-duty truck transmissions. Managing partner of the Washington DC office Richard Leveridge is ‘very knowledgeable and calm under pressure’, Jodi Trulove is ‘an excellent communicator’, and Jennifer Duncan Hackett recently made partner. Practice clients also include Anheuser Busch, Kraft Foods North America and GlaxoSmithKline.

McDermott Will & Emery LLP strengthened its antitrust practice in 2012, through the addition of Allan Van Fleet and associate Nick Grimmer, who transferred from Greenberg Traurig LLP and specialize in antitrust litigation. In the same year, Warren Rosborough rejoined the firm from the DOJ’s antitrust division, where he participated in merger investigations as a trial attorney in a wide range of industries. The ‘very highly rated’ team is spread across Washington DC, New York, Chicago, Houston and Orange County. Providing ‘a very good service and excellent legal analysis’, it handles the full gamut of antitrust work, with particular expertise in IP-related issues, and antitrust aspects surrounding the industries of energy, distribution and alcohol regulation. The group is also highly regarded for healthcare instructions, where Jeffrey Brennan is respected; in 2012, Brennan represented ProMedica Health System alongside David Marx and Stephen Wu in a case against the FTC relating to the client’s acquisition of formerly independent competitor St. Luke’s Hospital. Joseph Winterscheid leads the department, and Raymond Jacobsen is ‘excellent at handling merger matters’. Jacobsen, Rosborough and Jon Dubrow are advising Constellation Brands on the antitrust clearance for the client’s acquisition of a 50% interest in Crown Imports, currently held by Grupo Modelo.

Morrison & Foerster LLP recently gained the highly esteemed Roxann Henry from the now-defunct Dewey & LeBoeuf LLP, where she served as co-chair of the firm’s global antitrust group. Providing ‘strong industry knowledge and solid, practical advice’, Henry is noted for her experience at the DOJ, the FTC, and various overseas authorities, including the European Commission and Canadian Competition Bureau. Key contacts also include David Meyer, who co-heads the practice alongside W Stephen Smith (‘a superstar’, who works ‘excellently’ with in-house attorneys and corporate boards). The ‘exceptional’ team’s work highlights included acting for JPMorgan Chase in several nationwide class actions challenging the lawfulness of interchange fees on certain ATM transactions; and assisting SoftBank with its $20bn acquisition of Sprint, which is the largest-ever acquisition of a US company by a Japanese buyer. The firm is currently focusing on developing its cartel practice and managing partner of the Washington DC office Bradley Lui (‘sharp, pragmatic and trustworthy’) has been particularly active in this area of late. Sean Gates is recommended for IP aspects of antitrust. Lori Schechter left for an in-house position in December 2011. The department comprises lawyers in Washington DC, New York, Los Angeles and San Francisco.

Following a strong year of M&A activity, Orrick, Herrington & Sutcliffe LLP’s workload is becoming increasingly balanced between merger-related transactions and antitrust litigation. The team is also recommended for hi-tech matters. Big-ticket deals, including advising Instagram on its $1bn acquisition by Facebook; and acting for Yammer, the leading provider of enterprise social networks, on its $1.2bn all-cash acquisition by Microsoft. The firm is also adept at handling agricultural matters, and is representing three potato growers in class actions brought by direct and indirect purchasers alleging the existence of a cartel that supposedly raised prices and restricted the supply of fresh potatoes nationwide. Present in San Francisco, Washington DC and New York, the practice is led by Robert Rosenfeld, who has specialist expertise in the healthcare sector. For pharmaceutical industry knowledge, Richard Goldstein is also highly regarded, while, for IP-related antitrust matters, Jay Jurata and senior counsel Jessica Pers are key contacts. Recent personnel changes saw Antony Kim promoted to partner.

Paul Hastings LLP’s investment in antitrust continues, and following the three high-profile lateral hires of 2011 (Scott Hataway, Holly House and Thomas Brown), the firm added ‘top talent’ MJ Moltenbrey from Dewey & LeBoeuf LLP and made Jeremy Evans partner in 2012. A number of associates have joined recently too, and at counsel level, it welcomed Lee Berger from Cleary Gottlieb Steen & Hamilton LLP. Delivering ‘on-point and well-grounded advice’, the team is best known for defending multinational merger clearance and cartel investigations, and praised for ‘thinking “outside the box” and taking client direction’. In 2012, Brown acted for eBay in a putative class action alleging violations of Sections 1 and 2 of the Sherman Act based on the client’s accepted payments policy; and practice head Michael Cohen represented Twin America, a consummated merger of the New York City tour bus sightseeing assets of CitySights and Coach USA, on investigations into the competitive effects of the transaction. Also acting for clients such as Samsung, American Airlines and Dow Chemical Company, the US practice comprises lawyers in San Francisco, Los Angeles, New York and Washington DC.

The level of service is ‘excellent and above expectations’ at Pillsbury Winthrop Shaw Pittman LLP, which wins plaudits for its lawyers’ depth of experience, knowledge and efficiency. Well known for its litigation capabilities (although it also handles M&A-related antirust), the team acts for clients such as AT&T, Atlas Holdings and Bombardier. It is co-chaired by San Francisco’s Roxane Polidora (‘upbeat when dealing with tough issues’), and Washington DC’s Michael Sibarium (‘a true expert on antitrust matters, especially those involving the healthcare sector’). In 2012, Sibarium advised US HealthWorks on its $455m acquisition by Dignity Health, and Terence Callan represented Rhône-Poulenc Rorer (now Sanofi-Aventis) in high-value multiple litigation actions involving price-fixing allegations among US brand name pharmaceutical drug manufacturers. Michael Kass and Joseph Tiffany are also highly regarded, as is the ‘very smart and well-prepared’ Jacob Sorensen. William Sullivan is ‘a top-notch attorney with a finely tuned ability to determine how strong the government’s case is’; ‘he shows poise in negotiations and works well with prosecutors when necessary’. The firm has a strong antitrust offering on both the East and West Coast and ‘the group’s amazing work is a testament to co-ordination between teams and communication with clients’.

The lawyers at Baker & McKenzie are ‘extremely capable and hugely responsive to clients’ requests, even on the tightest timeframe’. The firm’s network of international offices is ‘really impressive’ and ‘the partners are excellent at working with different cultures and languages’. In the US alone, there are antitrust lawyers peppered across Chicago, New York, Washington DC, Miami and San Francisco. Practice leader Stephen Harris has ‘exceptionally deep knowledge’ of antitrust issues relating to both litigation and merger control, and he is ‘an excellent resource on current trends in the US and internationally’. Harris recently advised Prestige Brands Holdings on the antitrust aspects of its $660m acquisition of the over-the-counter pharmaceutical brands business of GlaxoSmithKline, which was the client’s largest acquisition ever. The group is very well known for its pharmaceutical and healthcare expertise, and in other work highlights, Katherine Funk and Brian Burke acted for Fresenius Medical Care on its $2bn acquisition of rival dialysis provider Liberty Dialysis. In the litigation sphere, Lee Van Voorhis led the successful defense of Phoebe Putney Health System and Phoebe Putney Memorial Hospital in case brought by the FTC and the attorney general of the State of Georgia challenging the legality of a proposed combination with Palmyra Park Hospital. In 2012, David Laing left for Crowell & Moring LLP.

DLA Piperstands out for its international strength’, and the lawyers’ ability at handling a single matter from multiple offices is extremely impressive’. ‘They are quick to understand clients’ business practices, and their responses are always fast and clear.’ In 2012, partners in Washington DC and Dallas represented Reddy Ice, the largest packaged ice company in the United States, in criminal and civil DOJ investigations of the packaged ice industry. California’s Jeff Shohet acted for Oracle America on two antitrust lawsuits relating to licenses for certain Java technologies. The group is also well known for merger clearance matters, where Shohet is a key contact, as is New York’s Paolo Morante. The ‘excellentDavid Bamberger leads the practice from Washington DC, and Philadelphia-based Carl Hittinger is also recommended. James Nelson, in Dallas, is ‘fantastic to work with; he is very responsive, knowledgeable and able to relate well to clients’. Deana Cairo and Lesli Esposito were recently promoted to partner.

Acting for clients such as Providence Equity Partners and Mitsui, Debevoise & Plimpton LLP’s antitrust practice is led by New York attorneys Daniel Abuhoff and Gary Kubek. Principally made up of litigators, with substantial merger experience, the ‘very good’ team handles government investigations, price-fixing class actions, acquisition approvals, and represents antitrust plaintiffs in court. Recent work highlights include a number of mandates for Reynolds Group Holdings (formerly known as Rank Group); notably, Abuhoff and the newly promoted Michael Schaper advised the global manufacturer and supplier of beverage and food packaging products on the antitrust aspects of its $6bn acquisition of rival Pactiv Corporation. The team also assisted the client with its acquisition of both Graham Packaging Company (a leading supplier of plastic packaging) and Dopaco (a foodservice packaging company). Other noteworthy instructions included representing The Association of American Publishers in antitrust-related copyright litigation over Google’s plan to scan full-text books; and acting for Amazon in its acquisition of Quidsi, the owner of Diapers.com and Soap.com. Of counsel Kyra Bromley is also recommended.

The service is ‘second to none’ at Fried, Frank, Harris, Shriver & Jacobson LLP, where ‘the lawyers are consistently responsive and have superior knowledge of the industry’. In particular, practice head Bernard Nigro is singled out for his ‘insight into the underlying business and commercial issues of a transaction, and exceptional, in depth advice’. As former deputy director for the FTC’s Bureau of Competition, Nigro’s government experience is described as ‘very valuable’. His department is often better known for M&A-related antitrust, but the team has seen an increase in cartels and antitrust litigation, and work highlights show a number of cases for Malaysia Airlines including cartel investigations and litigation in the US, Australia, New Zealand and Korea. Recent non-contentious mandates include advising SPX Corporation on the FTC’s review of an agreement to sell its automotive service solutions business to Robert Bosch, the world’s largest auto-parts supplier. The team also acted for Houghton International in its acquisition by Gulf Oil Corporation for $1bn, which was one of the largest acquisitions by an Indian company in 2012. Among the ‘excellent’ team, the ‘very commercialPeter Guryan is also recommended, as are Richard Park and special counsel Alyson Leigh Redman.

Hunton & Williams LLP’s global antitrust group is led by Bruce Hoffman, who is the former deputy director and associate director of regional litigation at the FTC’s Bureau of Competition. Hoffman’s broad practice covers merger reviews, government investigations, and antitrust litigation, and he has acted for clients in the media, healthcare and aviation industries, among others. While Washington DC is the hub of the firm’s US antitrust department, there is also a smaller presence in Virginia, where Douglas Garrou is resident. Garrou has been litigating antitrust disputes for more than 20 years, and he has particular expertise in class actions and multi-district proceedings. Also recommended are Washington DC-based Ray Hartwell and David Higbee. John Martin is well regarded for handling the IP aspects of antitrust cases, and splits his time between Richmond and Washington DC.

The team at K&L Gates is best known for its experience in merger clearance matters, but it also handles cartel investigations and parallel civil cases, including multi-district class actions. Work highlights included advising T-Mobile USA on the antitrust aspects of a proposed $1.5bn cash, stock, and debt restructuring deal to combine T-Mobile USA with Texas-based wireless service provider MetroPCS Communications. Former practice head Kenneth Glazer, recently left for Sidley Austin LLP but noteworthy individuals include New York’s Douglas Broder, who is acting for Continuant in a long running dispute with Avaya (a multibillion-dollar AT&T spinoff that produces telephone systems), relating to alleged violation of IP rights and monopolization claims. In Chicago, Steven Kowal represented a senior executive from a major Asia-based airline in an investigation related to potential competition offenses in the air passenger industry. The practice also counts partners in Washington DC, Seattle, Portland, San Francisco and Pittsburgh. Outside the US, the firm has a strong global footprint, which it extended to Australia, following a merger with Middletons in January 2013.

Linklaters LLP houses a comparatively smaller antitrust team, but it is adept in the fields of merger control and cartel cases. The firm also offers niche expertise in the oil and gas, pharmaceuticals, and healthcare sectors, and clients include Glencore International, Air France KLM and Novartis. In 2012, Jeffrey Schmidt (former director of the FTC’s Bureau of Competition) handled the antitrust aspects of a number of big-ticket M&A transactions. Notably, he advised new client Actavis and its major stakeholders on its €4.25bn disposal to Watson Pharmaceuticals; and acted for WellPoint (one of the nation’s largest health benefits companies) in its pending $4.9bn acquisition of Amerigroup Corporation. In other work highlights, practice head Thomas McGrath worked with Schmidt on a number of divestitures for BP, such as the client’s sale of its interest in certain Gulf of Mexico assets to Plains Exploration & Production Company for $5.5bn. While the core practice is New York based, the firm opened a Washington DC office in December 2012 and is currently expanding in this area.

Sheppard, Mullin, Richter & Hampton LLP is ‘one to watch’ when it comes to antitrust litigation. The firm has built up ‘a solid presence’ in cartel price-fixing cases, international antitrust investigations and civil class actions. Gary Halling leads the practice from San Francisco, and, as a former trial attorney for the DOJ’s antitrust division, he has extensive experience in civil and criminal antitrust matters involving both federal and state enforcement agencies. James McGinnis and Michael Scarborogh are also highly regarded in California, and David Garcia (managing partner of the Century City office) is noted for his expertise in antitrust matters involving the entertainment and healthcare industries, and the intersection between antitrust and IP. The key contacts in Washington DC are Donald Klawiter and Jennifer Driscoll-Chippendale, who focus on representing companies and individuals before antitrust enforcement agencies. Recent work includes defending a senior Japanese auto parts executive in DOJ’s grand jury investigation into the auto parts industry; and representing MasterCard in co-ordinated class actions and related appeals alleging various anti-competitive practices. While exhibiting a strong coverage of both the East and West Coast, the firm also strengthened its global footprint in 2012, by opening an office in Seoul.

The level of service is ‘extremely high’ at Vinson & Elkins L.L.P., where the lawyers’ response times are ‘excellent’ and their knowledge of the subject matter is ‘very impressive’. Present in Texas, Washington DC and California, there are 50 lawyers focused on antitrust nationally, handling merger control, agency representation, criminal antitrust defense and civil litigation. Recent work saw a team of partners representing Huntsman International in cases alleging that the client (among other companies) conspired to fix the prices of titanium dioxide sold in the US since 2003. In the M&A sphere, Neil Imus (‘exceptionally easy to work with and adaptable to the tasks at hand’) advised foodservice packaging business Dart Container Corporation on its $1bn acquisition of Solo Cup Company. William Vigdor and Dionne Lomax are also recommended for merger work, but with respect to antitrust litigation, David Harvin is ‘particularly skilled at presenting motions, trying cases and providing overall strategy advice’. Craig Seebald and ‘fine young partnerJames Reeder co-chair the practice from Washington DC and Houston, respectively.

Present in four offices nationally, Winston & Strawn LLP’s antitrust practice benefited from a flurry of hires in 2012, when nine highly respected partners and one of counsel joined from the now-defunct Dewey & LeBoeuf LLP. In particular, Jeffrey Kessler (now one of the practice chairs) and David Feher are singled out as ‘the premiere antitrust advocates in cases involving major entities in the world of sports’. In this context, the firm recently represented a number of professional football players in a case challenging the legality of the NFL’s lockout imposed on all NFL players, claiming that it was an illegal group boycott and price-fixing agreement designed to eliminate competition. Well known for its litigation capabilities, work highlights also saw the team represent NorthShore University HealthSystem against an antitrust class action alleging that the merger of Evanston Hospital and Highland Park Hospital raised prices for healthcare services. Dan Webb has ‘no visible weaknesses’ and is ‘not afraid to take prudent risks for his clients’, and Mark McCareins, Paul Griffin and Robert Ruyak co-chair the practice alongside Kessler. The group garners praise for its ‘instant responses and very good industry knowledge’.


M&A: litigation

Index of tables

  1. M&A: litigation
  2. Leading lawyers

Leading lawyers

Cravath, Swaine & Moore LLP is ‘top-notch for high-profile litigation; it achieves great results and provides outstanding service’. The practice’s litigators, working closely with the firm’s corporate lawyers, are often involved from the early stages of a transaction or deal, providing strategic advice and counseling along the way. Recent highlights include advising Arch Chemicals, a global biocides company, in purported shareholder class actions that challenged the $1.4bn acquisition of Arch Chemicals by Lonza Group, a global supplier to the pharmaceutical, healthcare and life science industries, alleging breaches of fiduciary duties; acting for Barnes & Noble in connection with consolidated shareholder derivative actions that alleged that Barnes & Noble’s board members breached their fiduciary duties by approving the company’s acquisition of Barnes & Noble College Booksellers, which had been privately held by Barnes & Noble’s chairman, Leonard Riggio; and assisting the special committee of Delphi Financial Group in a consolidated class action lawsuit that was brought by Delphi public shareholders, challenging Delphi’s proposed $2.7bn buyout by Tokio Marine Holdings. The practice also advised the independent directors of Par Pharmaceuticals in purported class action, shareholder litigation, which related to the $1.9bn acquisition of Par by TPG Capital; and acted for Linde, a gases and engineering company, in several purported, shareholder class actions in relation to Linde’s $4.6bn acquisition of Lincare Holdings, a US-based homecare health company. Sandra Goldstein is a leader in M&A litigation, representing high-profile clients on significant and complex matters; and Gary Bornstein’s practice focuses on M&A litigation and other high-stakes commercial disputes; he is ‘a strong intellect, and devised an outstanding strategy for our litigation’. Robert Baronparticularly impresses with his judgment. He always displays the critical ability to focus on the client’s desired end-game, focusing his efforts on the actions necessary to achieve it’; Kevin Orsini is also rated.

Skadden, Arps, Slate, Meagher & Flom LLP recently represented Amerigroup, and its board of directors, in the defense of shareholder litigation that alleged various breaches of fiduciary duty by the board in relation to Amerigroup’s $4.2bn sale to WellPoint; acted for BHP Billiton (BHP) in connection with shareholder class actions that were filed in state courts, in Texas and Delaware, and a federal district court in Texas, challenging BHP’s $12.1bn acquisition of Petrohawk Energy Corporation, the plaintiffs alleging breaches of fiduciary duty by Petrohawk’s board of directors, and that BHP aided and abetted such breaches; and advised Cost Plus, and its current directors, in actions asserting class claims, under California law, and an individual claim under the Williams Act, relating to the proposed merger between Cost Plus and Bed Bath & Beyond that was announced in May 2012. Other major mandates included advising DRS Technologies and its former directors, general counsel, and CEO and chairman, in the affirmation of a putative class action dismissal, relating to its $5.5bn merger with Italian acquirer, Finmeccanica; and representing Express Scripts in the settlement of class action litigation, in New Jersey’s US District Court , that related to Express Scripts’ acquisition of Medco, through which Medco shareholders filed class actions that sought to block Express Scripts’ $29.1bn purchase of Medco Health Solutions. New York-based Jay Kasner is strongly recommended.

Wachtell, Lipton, Rosen & Katz is particularly known for its trendsetting takeover and transactional litigation practice. The practice co-heads are Jonathan Moses and William Savitt. Led by Savitt, the firm represented Vulcan Materials, in successfully enjoining a hostile takeover attempt by Martin Marietta; represented IAC/InterActiveCorp in a multi-year litigation in the New York Supreme Court that related to IAC’s sale of its PRC subsidiary to private equity firm, Diamond Castle; and in Air Products v Airgas, the team defended the use of the poison pill - invented by the firm and its founding partner Martin Lipton. Furthermore, led by Paul Rowe, the firm represented Penn National Gaming in connection with its decision to renegotiate its proposed sale to a private equity group, the deal valued at $8.9bn and being a premium-to-market, all-cash sale of the company that was altered to a large capital infusion by the private equity buyers. Stephen DiPrima is also a rated practitioner.

Bernstein Litowitz Berger & Grossmann LLP has successfully litigated and tried some of the most important and high-profile M&A and derivative litigations in history, reforming corporate governance and business practices in a variety of industries. The practice represents institutional shareholders in lawsuits that challenge numerous widely publicized corporate transactions. Recently, the team acted as co-counsel for a group of public pension funds in the In re El Paso Corporation Shareholder Litigation, which challenged a conflict-ridden transaction, achieving a landmark ruling from the Delaware Chancery Court that is expected, materially, to improve investment banking practices, with the $110m settlement claimed to be the highest post-merger closing, money damage recovery in Delaware history. The practice also served as co-lead counsel in an action that arose from the conduct of the Delphi Financial Group’s (Delphi) board of directors, senior officers, and Delphi’s founder and controlling shareholder, in their efforts to sell the company to Tokio Marine Holdings, the claims arising from the company’s founder expropriating at least $55m in buyout consideration for himself, at the expense of the public shareholders. The Delphi case resulted in a settlement of $49m for Delphi’s public shareholders, marking a settlement fund equal to approximately 90% of recoverable class damages, and representing a virtually unprecedented recovery. Mark Lebovitch is recommended.

Known for its plaintiff-side work, Grant & Eisenhofer P.A. has attracted widespread recognition for protecting investors’ rights and recovering damages for investors. Key cases included acting as co-lead counsel on behalf of a class of Del Monte shareholders, who opposed the way in which the storied food company, and its investment bank, transacted the sale of Del Monte to a consortium of private equity investors, the payment by Del Monte and Barclays being one of the largest cash settlements ever in Delaware Chancery Court, and marking the upending of the investment banking practice of offering sell-side financing in M&A transactions. Representative experience in the hostile offer arena includes advising in relation to Gas Natural’s bid for Endesa; RedZone/Dan Snyder’s hostile offer for Six Flags; acting for Beverly Enterprises’ defense of a hostile proxy contest from Formation Capital; advising in relation to Coeur d’Alene Corporation’s hostile, cross-border tender offer for Canadian mining company, Wheaton River Minerals; and acting for Unocal Corporation in the takeover of Mesa Petroleum, which is considered a landmark case in the hostile takeover arena. Stuart Grant and Jay Eisenhofer are rated.

Kirkland & Ellis LLP recently represented both its corporate and private equity clients in deal-related litigation. Key cases included acting for Apax Partners, in litigation filed in the Superior Court of California, Orange County and Delaware Chancery Court that related to Apax’s 2011 acquisition of Epicor Software Corporation, the plaintiffs alleging that Epicor’s board of directors breached its fiduciary duties in agreeing to be acquired by Apax Partners. The firm advised Bristol-Myers Squibb in connection with multi-jurisdictional shareholder litigation, arising out of its acquisition of Amylin Pharmaceuticals; and won a major victory for Community Health Systems when the US District Court for the Northern District of Texas dismissed, with prejudice, a damaging lawsuit that was filed by rival Tenet Healthcare Corporation in a takeover battle. The practice also represented GeoEye, and its board of directors, in a series of pending class actions, in which the plaintiffs challenged the merger between GeoEye and DigitalGlobe, a stock and cash transaction valued at $900m. The team also represented Clearwire Corporation, and nine of its directors, in a series of lawsuits where the plaintiffs allege that Clearwire is worth $30bn, and the merger agreement provides for the minority shareholders’ interest to be purchased at $1.5bn; and advised Duff & Phelps Corporation in connection with two shareholder cases arising from the December 2012 announcement that Duff & Phelps would be acquired by a consortium that includes The Carlyle Group, Stone Point Capital, Pictet & Cie, and Edmond de Rothschild Group. New York-based Yosef Riemer and Matthew Solum are key contacts.

Delaware firm Morris, Nichols, Arsht & Tunnell LLP represents corporations, directors, substantial shareholders, partnerships, limited and general partners, and limited liability companies, in lawsuits involving challenges to M&A transactions. Due to the importance of the Delaware corporate law and the Delaware Court of Chancery’s significant position in the US for the resolution of business disputes, the cases in which the group serves as counsel often involve issues of national significance. In addition, because Delaware is the chosen state of incorporation for the majority of Fortune 500 corporations, many of the firm’s clients are multibillion-dollar national and international corporations, including The Coca-Cola Company, Ford Motor Company, Viacom, BP Amoco, Wyeth (formerly American Home Products), Hallmark, Unocal Corporation, and Sabre/Travelocity.

Delaware-based firm Potter Anderson & Corroon LLP has a widely recognized corporate litigation group. Donald Wolfe Jr recently advised El Paso Corporation’s board of directors in litigation that challenged its merger with Kinder Morgan; acted for the controlling stockholder of Delphi Financial Group in a dispute related to the acquisition of Delphi by Tokio Marine; advised the special committee of the board of News Corporation in challenging the company’s proposed acquisition of Shine; acted for Alpha Natural Resources, in connection with litigation surrounding its acquisition of Massey Energy Company; and represented Compellant Technologies in connection with shareholder litigation that challenged its acquisition by Dell.

Richards, Layton & Finger, P.A.’s lawyers have litigated many landmark Delaware cases on issues relating to M&A, where the firm’s attorneys have represented both buyers and sellers, as well as their boards and various special and transaction committees. Gregory Williams’ representative experience includes advising: 3G in litigation regarding its acquisition of Burger King; Bucyrus in a dispute regarding its acquisition by Caterpillar; GE Healthcare in litigation regarding its acquisition of Clarient; and Unilever in a case concerning its acquisition of Alberto Culver. John Hendershot focuses his practice on corporate litigation in Delaware’s state and federal courts; he has represented numerous corporations in statutory appraisal and fiduciary duty suits that arise out of M&A.

Simpson Thacher & Bartlett LLP’s litigators excel at defending shareholder litigation that is filed in state, and federal, courts throughout the US; challenging the largest and most complex M&A; defeating efforts to enjoin transactions prior to closing; winning dismissals of claims; resolving claims through settlements on a pre-closing basis, when appropriate; and litigating claims for damages post-closing. The practice represented Eaton Corporation, a diversified power management company, in a shareholder action that challenged Eaton’s proposed $11.8bn acquisition of Cooper Industries; acted for an investor group, led by Siris Capital Group, in a multi-jurisdictional stockholder litigation that challenged the investor group’s acquisition of Tekelec; and advised Hellman & Friedman affiliates in multi-jurisdiction shareholder litigation, arising out of Carlyle’s, and Hellman & Friedman’s, $3.9bn acquisition of Pharmaceutical Product Development. Furthermore, the firm represented Petrohawk Energy Corporation (Petrohawk), and its board of directors, in seven shareholder class action lawsuits that alleged breach of fiduciary duty and related claims, and a federal court suit, which alleged violations of the Williams Act, following Petrohawk’s announcement that it would be acquired by BHP Billiton, in a $15bn transaction, involving the obtaining of a rare denial of the plaintiff’s motion for expedited discovery proceedings in the federal lawsuit, which prevented the plaintiff from filing a contemplated motion to enjoin the tender offer. New York-based Bruce Angiolillo is a noted securities litigator; Paul Curnin is co-chair of the litigation department; Paul Gluckow focuses on securities litigation; Peter Kazanoff has substantial experience in transaction-related litigation for both private equity and corporate clients; and George Wang and Jonathan Youngwood are additional key contacts. Palo Alto-based James Kreissman is well regarded.

Sullivan & Cromwell LLP’s depth of experience in M&A transactions provides the practice with significant expertise in dealing with all aspects of M&A litigation. The team represented Amgen in a stockholder class action litigation that related to Amgen’s $1.16bn acquisition of Micromet; advised Caterpillar in litigation, brought by Terex, in connection with a post-closing dispute that arose from the 2010 acquisition of Terex’s mining equipment business; acted for Collective Brands (Collective) - the owners of Payless Shoesource and brands such as Keds, Sperry Topsider, Stride Rite and Saucony - and its directors, in class and derivative litigation that challenged a pending transaction in relation to Collective’s sale; and represented Fox-Pitt Kelton and JC Flowers in derivative litigation, pending in the Southern District of New York, which arose out of Bank of America’s 2008 acquisition of Merrill Lynch. Richard Pepperman II and Karen Patton Seymour are the principal contacts.

Cleary Gottlieb Steen & Hamilton LLP has represented targets, bidders, white knights, investment banks and other M&A participants in the full range of takeover-related litigation matters, including hostile takeovers, proxy litigations, challenges to anti-takeover devices, directors’ breach of duty, allegations of inadequate disclosure, and issues of compliance with federal or state law. The practice advised Bank of America in major litigation and investigations that emerged from its acquisition of Merrill Lynch.

Gibson, Dunn & Crutcher LLP has extensive experience in defending the litigation that inevitably follows the announcement of public company mergers. The firm’s securities litigators also represent companies, directors and their financial advisors, in connection with shareholder litigation arising out of proposed mergers. Recent assignments have also included representations in the mergers of: Hollywood Entertainment; Harrahs Entertainment; ValueClick; and K2.

Kessler Topaz Meltzer & Check, LLP specializes in the prosecution of complex class action litigation. The practice has prosecuted numerous class actions on behalf of shareholders, who have been unfairly treated in a merger or business combination, achieving substantial recoveries, including millions of dollars in increased consideration for shareholders’ shares; the disclosure of material information, which enables a shareholder to better judge the fairness of a proposed transaction; and other therapeutic relief that are designed to protect and maximize shareholder value. The team represented Alameda County, in a shareholder class action brought against the directors of Genentech and Genentech’s former majority owner, Roche Holdings, in response to Roche’s 2008 attempt to acquire Genentech for $89 per share.

Labaton Sucharow LLP is noted for litigating in relation to deals that are against shareholders’ interests. In the case of In re RehabCare Group, Inc. Shareholders Litigation, the practice represented the public shareholders of RehabCare Group, in its opposition to a merger agreement, structuring a resolution that provided additional compensation and key reforms, such as enhanced disclosures and an amended merger agreement; and acted for the shareholders of Compellent Technologies (Compellent) in connection with its proposed sale to Dell for less than fair market value, negotiating a settlement on behalf of Compellent shareholders that included key deal improvements, including an agreement to eliminate the poison pill, reduce the amount of the termination fee and eliminate the requirement that Compellent enter into a standstill agreement with future bidders. Christine Azar is the partner in charge of the Wilmington office.

Rated by its peers, Latham & Watkins LLP’s litigators have extensive experience of litigating in deal-related actions. The team handles all types of litigation arising from M&A transactions, including appraisal actions, hostile tender offers, material adverse change litigation, poison pill cases, proxy contests, and shareholder bump-up suits. The practice is well-versed in Delaware law, and has prevailed decisively in M&A litigation that has been filed in the Delaware Court of Chancery and in multi-forum litigation, which is filed simultaneously in state and federal jurisdictions across the country, and has won both at the preliminary injunction stage and at trial.

Morrison & Foerster LLP’s lawyers act on the most urgent legal issues that impact public companies, and their officers and directors, handling class action litigation brought by shareholders against companies, directors, officers, and associated parties, when a public company is sold or receives a public offer to be acquired. The team advised SoftBank in multiple - now consolidated - lawsuits filed in Kansas state courts, along with two separate federal lawsuits, the litigation arising from a merger transaction, which is valued at more than $20bn and whereby SoftBank will acquire 70% of Sprint; and acted for Cogent, a Pasadena high-technology company that had signed a merger agreement with The 3M Company - involving a two-step merger with $930m-plus consideration - and its board of directors, in relation to class actions in three venues, seeking to enjoin the merger due to alleged breaches of fiduciary duty. The practice also won summary judgment on behalf of the former directors of Mentor Corporation, in a shareholder class action that arose out of Mentor’s $1.124bn sale to Johnson & Johnson, which was negotiated during the economic crisis in 2008, the case unusual because deal cases are rarely litigated beyond the closing of the deal. In San Francisco, Jordan Eth is known for complex, high-stakes litigation; and Judson Lobdell is also praised. Palo Alto-based Erik Olson has repeatedly defeated merger litigation claims, obtained dismissals of securities class action lawsuits, and successfully defended those dismissals in appellate courts; and Sean Prosser, in San Diego, has frequently obtained dismissals of securities class action lawsuits.

Paul, Weiss, Rifkind, Wharton & Garrison LLP recently acted for Electricite de France (EDF), the largest nuclear energy company in the world, in its settlement with Exelon Corporation and Constellation Energy Group (Constellation), in a regulatory proceeding before the Maryland Public Service Commission that involved the proposed $8bn merger of Exelon and Constellation. The firm advised Bank of America in litigation, arising out of its merger with Merrill Lynch; and acted for Harbinger Capital Partners’ defense of shareholder litigation that emerged from the sale of its controlling interest in Spectrum Brands to Harbinger Group. New York-based Daniel Kramer and Stephen Lamb, in Delaware, are recommended.

Formerly known as Robbins Umeda LLP, Robbins Arroyo LLP champions the rights of shareholders, representing individual and institutional investors in shareholder rights litigation. The practice has prosecuted several class actions on behalf of shareholders to vindicate their economic and voting rights in connection with a corporate acquisition, merger, or similar combination transactions, frequently achieving significant results, including helping to secure a higher price per share for shareholders; leveling the playing field to enable additional suitors to formulate and submit competing proposals; and correcting misleading statements and omissions in the information provided to shareholders about the proposed transaction. The practice recently acted in the investigation of the acquisition of Metals USA Holdings Corporation, which provides a wide range of carbon steel, stainless steel, aluminum, red metals, manufactured metal components, and inventory management services in the US and Canada, by Reliance Steel & Aluminum; and advised in the investigation of the acquisition of BioClinica, which provides clinical trial solutions to pharmaceutical, biotechnology, and medical device companies, by JLL Partners.

Robbins Geller Rudman & Dowd LLP is known for representing shareholders in corporate takeover litigation, regularly prosecuting M&A cases, post-merger, to maximize the benefit for the shareholder class. The team acted in relation to In re Del Monte Foods Company Shareholders Litigation, a case that reformed longstanding conflicts within the investment banking community on M&A deals, marking one of the largest cash settlements on record in the Delaware Chancery Court, and leading to sweeping changes in the way that investment banks conduct business in the M&A marketplace. In San Diego, Randall Baron, a former prosecutor, specializes in challenges to M&A, where he has been responsible for obtaining hundreds of millions of dollars in additional consideration for shareholders.

Seitz Ross Aronstam & Moritz LLP is a litigation boutique that focuses on corporate and commercial litigation in the Court of Chancery and other Delaware courts. The team represented Delphi Financial Group’s inside directors, and officers, in a consolidated stockholder action in the Delaware Court of Chancery that challenged Tokio Marine’s $2.7bn acquisition of Delphi; and co-advised Kinder Morgan in a putative stockholder class action, which challenged Kinder Morgan’s $35bn-plus acquisition of energy company El Paso Corporation.

Shearman & Sterling LLP represents corporations, investment banks, and other major players involved in high-stakes, transactional litigation. The practice acted for Synthes, and its board of directors, in the Delaware Chancery Court, in connection with the $19.7bn sale to Johnson & Johnson; advised FUJIFILM Holdings Corporation in connection with its $995m acquisition of SonoSite; represented Vector Capital in connection with its $138m acquisition of RAE Systems; and advised China Fire, and its board of directors, in lawsuits that were filed in Broward County and Palm Beach County, as well as in the US District Court for the Southern District of Florida, in connection with the $266m acquisition of China Fire by Bain Capital. Adam Hakki is litigation head.

Sidley Austin LLP has extensive experience in handling litigation concerning all types of challenges to M&A, including advice on fiduciary responsibilities, and claims involving proxy disclosures, hostile and competing bidders, troubled deals, shareholder suits, related SEC and/or stock exchange investigations, post-closing adjustments, breach of fiduciary duty suits, appraisal actions, and books and records inspection demands. The team represented Walgreen in litigation that arose out of its acquisition of drugstore.com; acted for Alberto Culver, and its board of directors, in the defense of shareholder litigation that challenged Unilever’s acquisition of Alberto Culver; and advised Duke Energy Corporation, the largest utility in the US, and certain of its directors, in six shareholder derivative suits, all asserting claims that the directors breached their fiduciary duties in connection with the replacement of the company’s CEO, following the closing of a merger with Progress Energy Corporation. Chicago-based Walter Carlson regularly serves as lead counsel in M&A, and corporate control, litigation in state and federal courts; Richard Kapnick represents clients in M&A disputes; Hille Sheppard acts for companies, and boards of directors, in litigation arising from M&A transactions and corporate governance issues; and Andrew Stern, in New York, is also an experienced attorney.

Vinson & Elkins L.L.P. has handled significant and high-caliber M&A litigation in recent years. The practice advised Enterprise Products Holdings, in obtaining the dismissal of a complaint filed in Delaware Chancery Court, which alleged breach of fiduciary duties by the board of directors of the general partner of a master limited partnership, in relation to two transactions with affiliates that exceeded $10bn in value; and was lead counsel to Inergy, and others, in lawsuits that arose from a simplification transaction in which Inergy (LP) issued and exchanged its units for the publicly traded units of the owner of its general partner, Inergy Holdings (LP). Michael Holmes, in the Dallas and Houston offices, is a principal contact.

Weil, Gotshal & Manges LLP’s securities litigators are actively engaged throughout the lifecycle of each M&A transaction on which the firm advises, from development of strategic options to the closing of the deal. The practice represented Kinder Morgan in shareholder litigation that arose out of Kinder Morgan’s high-profile, $37bn acquisition of El Paso Corporation, which created one of the largest energy companies in the world; and secured a significant victory on behalf of Providence Equity Partners (Providence), which was named as a defendant in a putative shareholder class action that arose out of Providence’s $1.64bn acquisition of Blackboard, a provider of enterprise software applications and related services to the education industry in the US and Canada. New York-based John Neuwirth is highly rated. Joseph Allerhand and Jonathan Polkes co-chair the securities litigation practice.

Wilmington-based law firm Young Conaway Stargatt & Taylor, LLP frequently plays leading roles in major Delaware Court of Chancery cases. Its attorneys have significant experience as M&A trial dispute lawyers, with Rolin Bissell chairing the firm’s corporate counseling and litigation section. Bissell is noted for his experience in corporate litigation in the Delaware Court of Chancery, including M&A disputes. Representative experience for the firm includes winning specific performance of a merger agreement; and enjoining a controlling stockholder’s attempted sale of control.


M&A: mega-deals ($5bn+)

Index of tables

  1. M&A: mega-deals ($5bn+)
  2. Leading lawyers

Cravath, Swaine & Moore LLP is ‘absolutely top notch’. The firm is a leader in mergers, acquisitions, divestitures, spin-offs, proxy contests and joint ventures. The practice advises on a full range of transactions in both friendly and hostile matters in a wide variety of industries, is often asked by boards of directors and special committees to help them navigate complex transactions and conflicts of interest, and during the past two years, the firm represented companies in M&A deals with an aggregate value of approximately $892bn. Recent highlights include representing Grupo Modelo, as US counsel, in connection with Anheuser-Busch InBev’s pending acquisition of the remaining stake in Grupo Modelo that it does not already own, in a transaction valued at $20.1bn. The team also acted for the independent directors of the board of directors of JDA Software Group in connection with its pending merger with affiliates of RedPrairie; represented DreamWorks Animation in connection with the formation of a joint venture with China Media Capital, with plans to include Shanghai Media Group and Shanghai Alliance Investment, to establish Oriental DreamWorks, a China-focused family entertainment company. It also advised the special committee of the independent directors of CNH Global, as US counsel, in connection with a proposed merger between Fiat Industrial and CNH Global. The practice represented Crown Castle International Corporation in connection with its $2.4bn acquisition of the rights to approximately 7,100 T-Mobile USA towers; advised Barnes & Noble in connection with its strategic partnership with Microsoft Corporation in relation to NOOK Media, a recently formed Barnes & Noble subsidiary that is active in the emerging digital reading and digital education markets; and represented Pentair in connection with its $10bn combination with Tyco’s Flow Control business, creating an industrial growth company that is a global leader in water and fluid solutions, valves and controls, equipment protection and thermal management products. Other key deals included representing Johnson & Johnson in connection with its $19.7bn acquisition of Synthes, a premier global manufacturer of orthopedic devices; and acting for The Linde Group in connection with its $4.6bn acquisition of Lincare Holdings, a US-based homecare health company. Philip Gelston, Robert Townsend III, Faiza Saeed, and the ‘exceptionalMark Greene are recommended; and Scott Barshay and Richard Hall are leading individuals. George Schoen, Damien Zoubek and Minh Van Ngo are also rated.

Simpson Thacher & Bartlett LLP’s ‘lawyers are practical and timely, and have great expertise in the area of large M&A transactions’. The team represented Eaton Corporation in connection with its agreement to acquire Cooper Industries in a cash-and-stock transaction, valued at approximately $11.8bn; advised Best Buy’s board of directors in connection with a proposal by Richard Schulze, the founder and former Chairman of Best Buy, to acquire all of the outstanding shares of the company that he does not already own and take the company private; acted for the non-management directors of Aetna, a diversified health care benefits company that serves approximately 36.7m people, in connection with its $7.3bn-valued acquisition of Coventry Health Care, including the assumption of Coventry debt; and advised Kohlberg Kravis Roberts & Co and Alliance Boots, an international pharmacy-led health and beauty group that operates Europe’s largest pharmacy chain, in connection with the acquisition of a 45% equity stake in Alliance Boots by Walgreens, the nation’s largest drugstore chain. This cash-and-stock deal was valued at $6.7bn and is expected to create the world’s largest network of pharmacy-led health and beauty retail stores and buyer of prescription drugs. Furthermore, after advising Microsoft Corporation in connection with its 2011, $8.5bn acquisition of Skype Global from the investor group, led by Silver Lake, and Microsoft’s largest acquisition to date, the practice acted for Microsoft in connection with its $300m investment in a new entity, which will own the NOOK and college businesses of Barnes & Noble. Other deals included advising TD Bank Group, the sixth largest bank in North America, by virtue of branches that serve approximately 22m people globally, in connection with its announced acquisition of Target’s US credit card portfolio, the transaction expected to be valued at $5.9bn; representing McKesson Corporation, a healthcare services and information technology company that is dedicated to making the business of healthcare run better, in its announced acquisition of the outstanding shares of Florida-based PSS World Medical, which markets and distributes medical products and services to front-line caregivers throughout the US, the approximately-valued $2.1bn transaction including the assumption of PSS’ outstanding debt; and advising Genesee & Wyoming, which owns and operates short line and regional freight railroads, and provides railcar switching services in the US, Australia, Canada, the Netherlands and Belgium, in connection with its acquisition of RailAmerica that owns and operates short line and regional freight railroads in North America, with the transaction valued at approximately $1.4bn, excluding RailAmerica’s outstanding debt. The team assisted Tyco International in connection with several transactions, including its plan to separate the company into three independent, publicly traded companies, and its announced stock-for-stock merger of its flow control business with Pentair, a transaction that was valued at approximately $10bn; and represented Sealy Corporation, the owner of one of the largest bedding brands in the world, in connection with its announced $1.3bn approximately-valued acquisition by Tempur-Pedic International to create a global bedding provider, including the assumption of debt. Lee Meyerson leads both the M&A group and the financial institutions practice; Charles (Casey) Cogut is relied upon for his ‘long and deep experience, and his relationships in the deal community’; and Alan Klein, Elizabeth Cooper and Peter Martelli are widely praised. Houston-based Andrew Calder and Daniel Webb, in Palo Alto, were elected to the partnership; and Ellen Patterson left to become US general counsel of The Toronto-Dominion Bank, a major client of the firm.

Skadden, Arps, Slate, Meagher & Flom LLP is a global leader for M&A deals and other corporate transactions. The practice advised Amylin Pharmaceuticals in connection with its $7bn acquisition by Bristol-Myers Squibb Company; acted for Anheuser-Busch InBev in its $20.1bn acquisition of the remaining stake of Grupo Modelo that it does not already own, marking one of the largest deals of the year; and advised Dell in connection with its $2.4bn acquisition of Quest Software, the deal following a months-long bidding war with Quest’s founder/CEO and two private equity firms, after Dell was named a qualified bidder during the go-shop period in Quest’s going-private transaction, which was announced in March 2012. Other significant deals included assisting GenOn Energy in its $6bn stock-for-stock merger with NRG Energy, creating one of the largest competitive generators in the US, marking one of the largest energy deals of the year; and representing Human Genome Sciences in its initially unsolicited, but subsequently agreed, $3.6bn acquisition by GlaxoSmithKline. The team also advised NDS Group, a provider of video software and digital security technology, and its owners, News Corporation and Permira Funds, in the $5bn sale to Cisco Systems. In addition, it was counsel to Pfizer in connection with: the $11.9bn divestiture of Pfizer Nutrition, a pediatric nutrition company, to Nestlé; its $2.4bn sale of Capsugel, one of the world’s largest providers of hard capsules and other drug delivery systems, to Kohlberg Kravis Roberts & Co; and its acquisition of Ferrosan Consumer Health from Altor 2003 Fund, a private equity firm. In addition, the practice acted for Sprint Nextel Corporation in its $20.1bn sale of a 70% stake to Softbank Corporation, the deal marking the largest-ever overseas acquisition by a Japanese company; assisted Yahoo! in its agreement to sell up to half of its 40% stake in the Alibaba Group back to the Chinese e-commerce company for at least $7.1bn, representing the largest M&A transaction between a US and Chinese company in history; and advised The Walt Disney Company in its $4bn acquisition of Lucasfilm. Kenton King, Frank Bayouth, Marc Gerber, Michael Rogan, Howard Ellin and Lou Kling are recommended. Leif King and Brian McCarthy are also strong practitioners.

A perennial leader in global M&A, Sullivan & Cromwell LLP represents major international corporations in their largest and most visible transactions, and advises smaller corporations whose transactions involve modest dollar amounts, but are of strategic significance. In principal representations, the team advised Nippon Steel Corporation (Japan) in its $22.5bn merger with Sumitomo Metal Industries; Anheuser-Busch InBev (Belgium) in its pending $20.1bn acquisition of the remaining stake in Grupo Modelo (Mexico) that it does not already own and in its concurrent, pending $1.85bn sale of a 50% interest in Crown Imports to Constellation Brands; acted for BHP Billiton (Australia) in its $15.1bn acquisition of Petrohawk Energy Corporation, marking BHP’s biggest-ever deal; advised Fiat Industrial in its proposed $12.8bn combination with Case New Holland Global to form a global capital goods business; acted for Medco Health Solutions in its $29.1bn merger with Express Scripts, which created one of the largest pharmacy benefits managers in the US; and advised Pharmasset in its $11bn sale to Gilead Sciences. In representations of financial advisers, the firm advised Goldman Sachs in relation to El Paso Corporation’s $38bn acquisition by Kinder Morgan, Johnson & Johnson’s $21.3bn acquisition of Synthes, Constellation Energy Group’s $11.4bn acquisition by Exelon Corporation, and Nalco Holding Company’s $8.1bn merger with Ecolab. New York-based Joseph Frumkin is the managing partner of the M&A group; James Morphy is ‘one of the best M&A lawyers in the world’; and Francis Aquila and Los Angeles-based Alison Ressler are praised.

Wachtell, Lipton, Rosen & Katz has a global reputation as one of the world’s leading business law firms, its deep experience meaning it regularly handles many of the largest, most complex transactions in the US and around the world. The practice counsels both public and private acquirers and targets, advising on a wide range of corporate matters, including US, cross-border and international M&A, private equity and strategic investments, and spin-offs and split-ups. In addition, the firm is recognized as a leading firm for takeover defense, shareholder activism and corporate governance, and has long enjoyed an especially prominent role in representing major financial institutions in their most consequential matters. Highlights included advising Freeport-McMoRan Copper & Gold in its pending $6.9bn acquisition of Plains Exploration & Production and the pending $3.4bn acquisition of McMoRan Exploration; representing Ralcorp Holdings in its response to the $4.9bn, unsolicited takeover offer by ConAgra Foods, subsequent spin-off of its Post Foods cereal business and pending $6.8bn negotiated sale to ConAgra Foods; and acting for Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications into a $30bn enterprise. The team also acted for: the transaction committee of the board of directors of Jefferies in its pending $2.6bn merger with Leucadia National Corporation; PVH in its pending $2.9bn purchase of Warnaco; Coventry Health Care in its pending $7.3bn sale to Aetna; BC Partners and the Canada Pension Plan Investment Board in their $6.6bn acquisition (with members of Suddenlink Communications’ management team) of Suddenlink Communications; Sunoco in its $5.3bn sale to Energy Transfer Partners; and Vulcan Materials in its response to the $4.7bn unsolicited offer for all its outstanding common shares, and associated proxy contest, by Martin Marietta Materials. Adam Emmerich, Steven Rosenblum, Andrew Nussbaum, David Shapiro, Daniel Neff, David Katz, Steven Cohen and Martin Lipton are all recommended.

In the past year, Cleary Gottlieb Steen & Hamilton LLP was involved in three high-profile M&A deals relating to IP, and has advised on IP-related transactions with values totaling more than $27bn. In addition to playing a major role in the technology and consumer services sectors, the practice actively advises many of the world’s largest pharmaceutical and biotechnology companies; and continues to advise financial institutions. The team was counsel to Google in its $12.5bn acquisition of Motorola Mobility, the purchase including Motorola’s 17,000 patents, marking Google’s largest acquisition; and represented Sony Corporation in its acquisition of Ericsson’s 50% stake in Sony Ericsson Mobile Communications, making the mobile handset business a wholly-owned subsidiary of Sony. The firm also acted for long-term client GlaxoSmithKline in its acquisition of Human Genome Sciences, following a months-long battle over a hostile bid and tender offer; advised Dollar Thrifty Automotive Group in connection with its entry into a definitive merger agreement with Hertz Global Holdings and its wholly owned subsidiary HDTMS, in a transaction valued at $2.3bn; and was counsel to Agilent Technologies, a global measurement company and a technology leader in chemical analyses, life sciences, electronics and communication, in its $2.2bn acquisition of Danish cancer diagnostics company, Dako, from EQT, the Sweden-based private equity group, marking Agilent’s largest acquisition. Mid-market deals for the group included advising 3M Company in its $860m offer to acquire, through a cash tender offer, all of the outstanding common stock of California-based Ceradyne, a developer and manufacturer of advanced technical ceramics, ceramic powders and components; and acting as counsel to The Coca-Cola Company in its $360m acquisition of Great Plains Coca-Cola Bottling Company, which is the fifth largest independent bottler of Coca-Cola products in the US. Paul Shim, Matthew Salerno, Ethan Klingsberg and Victor Lewkow are recommended advisers.

Davis Polk & Wardwell LLP is ‘superb at deals. The firm fields a great, full-service team across the board, including corporate, tax, employee benefits and litigation, so you get a holistic, legal approach to large transactions. The practice’s strength here is unequalled and worth every penny’. Key transactions included advising CNOOC, China’s largest producer of offshore crude oil and natural gas, on its $15.1bn proposed acquisition of Nexen, an independent, global energy company, listed on the Toronto and New York stock exchanges; acting for Aetna, one of the nation’s diversified healthcare benefits companies, on its $7.3bn acquisition of Coventry Health Care, including the assumption of Coventry debt; and advising Citigroup on the sale of a 14% stake in Morgan Stanley Smith Barney, to Morgan Stanley, at an implied 100% valuation of $13.5bn. Large transactions involved representing Daikin Industries, a diversified, Japanese manufacturing company and producer of heating, ventilating and air conditioning (HVAC) products, in connection with its $3.7bn acquisition of Goodman Global, a Houston, Texas-based manufacturer of HVAC products, from affiliates of Hellman & Friedman, marking Daikin’s first US outbound acquisition; advising Citigroup in connection with the $3.4bn sale of CitiFinancial Auto’s auto loan portfolio to Santander Consumer USA, a subsidiary of Banco Santander; acting for Getty Investments in connection with the $3.3bn sale of Getty Images, a creator and distributor of still imagery, video and multimedia products, to The Carlyle Group; and advising NBCUniversal in connection with its $3.025bn sale of its 15.8% stake in A&E Television Networks to A&E’s other owners, The Walt Disney Company and The Hearst Corporation. New York-based George Bason Jr is recommended; and David Caplan is a ‘great lawyer, who focuses only on the most important issues and does not get distracted by unimportant things’. John Bick, Michael Davis, Louis Goldberg, Phillip Mills and Marc Williams are key advisers; and Menlo Park-based Alan Denenberg and Daniel Kelly Jr are also rated.

Kirkland & Ellis LLP’s ‘expertise in large scale M&A is top-notch’. The practice’s strength lies in its ability to bring together ‘excellent lawyers’ in M&A, private equity, related finance, litigation, IP and restructuring, in both stable and challenging market conditions. Renowned specialists in tax, employee benefits, environmental, corporate governance and competition are also integral to the practice. The group is ‘extraordinary; it is always available with the right resource, has strong knowledge, and is open to discussing metrics, structuring arrangements and the moderation of costs. The pace and sense of team are outstanding’. The practice represented long-time client Constellation Energy Group in its $7.9bn merger with Exelon Corporation, the transaction creating an energy provider with a combined enterprise value of $52bn; and acted for Bristol-Myers Squibb Company in a $7bn transaction in which Bristol-Myers will acquire Amylin Pharmaceuticals, a company focused on biopharmaceuticals for the treatment of diabetes and other metabolic diseases, pursuant to a cash, tender offer and second-step merger, the deal involving a unique transaction structure whereby Bristol-Myers and AstraZeneca worked together on the bid and agreed to collaborate, post-closing, on the commercialization and development of Amylin’s suite of drug products. The practice also acted for Solutia, a manufacturer of performance materials and chemicals, in its agreement to be acquired by Eastman Chemical Company for an approximate total transaction value of $4.7bn; and advised NRG Energy in its acquisition of GenOn Energy, which, in a stock-for-stock transaction, will create the largest competitive generator in the US, with a combined enterprise value of $18bn. Mid-market deals included representing GeoEye in its agreement to merge with DigitalGlobe in a stock and cash transaction, valued at $900m. New York-based David Fox and Daniel Wolf are recommended, as is George Stamas in Washington DC. Scott Falk in Chicago is ‘engaged and immediately available, and he can deliver the rest of the firm’s best resources. He is a great thought partner, and very bright and direct about his views, but in a way that invites dialogue’. Chicago-based Roger Rhoten has ‘been outstanding on our transactions. He is very balanced, clear, fast, and on top of the matter’. The New York office welcomed Taurie Zeitzer, who joined from Latham & Watkins LLP, and Sarkis Jebejian, who arrived from Cravath, Swaine & Moore LLP.

Latham & Watkins LLP’s client base covers the full range of the market, including leading corporations and financial institutions, as well as active clients in specific industry segments, such as energy, entertainment, financial institutions, healthcare, industrials, manufacturing, pharmaceuticals, semiconductor and technology sectors; and the firm is able to leverage relationships with its public M&A capabilities. The practice represented Watson Pharmaceuticals in its agreement to buy Swiss drug maker Actavis Group, for at least €4.25bn, in a deal that will help Watson cement its status as one of the world’s biggest suppliers of generic drugs; advised Energy Transfer Partners (ETP) in relation to its definitive merger agreement with Sunoco, whereby ETP will acquire Sunoco in a unit and cash transaction that is valued at approximately $5.3bn, the acquisition expanding ETP’s geographic footprint and its presence in the transportation and logistics of crude oil, NGLs and refined products; and acted for Lucasfilm in its $4.05bn acquisition by Disney, the acquisition including the Star Wars franchise, as well as its operating businesses in live action film production, consumer products, animation, visual effects, and post-production audio. The practice also advised in relation to Realty Income Corporation’s acquisition of American Realty Capital, marking the second-largest acquisition of a US real estate investment trust announced in 2012, and possibly the largest, public, triple-net deal ever. Global M&A co-chairs Adel Aslani-Far, in New York, and Mark Gerstein, in Chicago, are recommended. In late 2011, Alan Avery joined the New York office from Arnold & Porter LLP, as a corporate partner, with a particular focus on the financial regulatory industry.

In May 2012, Weil, Gotshal & Manges LLP brought a preeminent team of M&A specialists to its Silicon Valley office from Dewey & LeBoeuf LLP, including partners Richard Climan (who was its former corporate/M&A head), Keith Flaum, Jane Ross and James Griffin, as well as several associates, who are highly regarded both in Silicon Valley and globally, and have handled some of the most significant transactions in the technology and life sciences sectors over the past decade. Eric Schwartzman also arrived in the Silicon Valley office, from Latham & Watkins LLP, where he was a partner and former co-chair of its corporate department in New York. The practice represented Kinder Morgan in multiple matters, including its $38bn acquisition of El Paso Corporation, which transaction required the close co-ordination of partners and associates across multiple practice areas and three offices, and underscored the firm’s relationship with Kinder Morgan, which began in 2006; and El Paso’s sale of its exploration and production business, EP Energy Corporation, for $7.15bn to affiliates of Apollo Global Management and Riverstone Holdings, who were joined by Access Industries and other parties. The practice was also counsel to Perella Weinberg Partners, as third-party appraiser, in the agreement under which Morgan Stanley will assume full control of retail brokerage joint venture, Morgan Stanley Smith Barney Holdings (MSSB), which provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions, from joint venture partner Citigroup, in a transaction that values MSSB at $13.5bn. It also advised Evercore Partners, advisor to the board of directors of electric power producer, marketer and distributor, Exelon Corporation, in Exelon’s $7.9bn acquisition of Constellation Energy Group, to yield the nation’s largest competitive power generator; and assisted Canada’s Public Sector Pension Investment Board, as part of a consortium, including Apax Partners and Canada Pension Plan Investment Board, in the $6.3bn take-private of Kinetic Concepts, a US-based medical device company, which develops therapies and products for the wound care, tissue regeneration and therapeutic support system markets. In addition, the team represented Advent International in its execution of an agreement to acquire a majority stake in the parent company of Serta and Simmons bedding, AOT Bedding Super Holdings, from Ares Management and the Ontario Teachers’ Pension Plan, which will maintain significant, minority stakes in the company, one of the largest mattress makers in the US; assisted Lehman Brothers in the $6.5bn sale of its entire stake in Archstone, a privately held owner, operator and developer of multi-family apartment properties, to real estate investment trusts, Equity Residential and AvalonBay Communities; and advised GS Capital Partners in the $2.3bn sale by GS Capital Partners VI Fund, and certain of its affiliates, of insurance broker and financial services company, USI Insurance Services, one of the ten largest insurance brokers in the US, to Canada-based, publicly traded, private equity firm, Onex Corporation. Corporate department chairman, and co-head of New York private equity and M&A, Michael Aiello, was recently engaged on high-profile and M&A transactions across active industries; Aiello also led the firm’s uptick in hostile M&A transactions. Michael Lubowitz is co-head of New York private equity and M&A; and Boston office managing partner Joseph Basile has longstanding relationships with many of the Massachusetts-based companies. Howard Chatzinoff and Frederick Green are co-M&A chairs; Glenn West is co-private equity head and managing partner of the Dallas office; and Craig Adas is managing partner of the Silicon Valley office.

Debevoise & Plimpton LLP’s M&A lawyers consistently lead transactions for some of the world’s most prominent corporations, financial services institutions and private equity firms, and has strong experience in complex, leveraged acquisitions and cross-border transactions across a range of sectors. The practice advised Access Industries, as part of a consortium with Apollo Global Management and Riverstone Holdings, in its $7.15bn acquisition of the oil and gas exploration, and production, assets of El Paso, which were sold in connection with Kinder Morgan’s $38bn acquisition of El Paso. Other key deals included assisting The Carlyle Group, in a partnership agreement with Getty Images management, to acquire Getty Images, from private equity firm Hellman & Friedman, for $3.3bn; and representing Hertz Global Holdings in its proposed merger with Dollar Thrifty Automotive Group, under which Hertz would acquire Dollar Thrifty in a transaction that is valued at $2.3bn. Corporate chair Jeffrey Rosen, co-chair of the corporate department and M&A group, Paul Bird, and co-M&A group chair, William Regner, are recommended. Bird is an ‘excellent lawyer, who leads a well-honed M&A team that is highly effective and efficient’. Margaret Andrews Davenport, Jonathan Levitsky, Nicholas Potter, Kevin Rinker, Kevin Schmidt and John Vasily are also well regarded. Michael Diz was promoted to partner in the firm’s New York office.

Paul, Weiss, Rifkind, Wharton & Garrison LLP provides ‘awesome service and is very creative when structuring deals. The attorneys truly care about helping us achieve successful results’. The practice represents many of the world’s largest, publicly traded and privately held companies, as well as leading private equity firms, hedge funds, financial advisors, and other financial institutions and investors, on their most important mergers, acquisitions and takeover transactions. The practice regularly handles public and private M&A, corporate divestitures, going-private transactions, joint ventures, LBOs, private equity investments, recapitalizations, restructurings and workouts, spin-offs and carve-outs, and strategic investments. The team stands out for its expertise in contested transactions and proxy contests, in that it frequently advises both target companies and activist investors in unsolicited transactions; and has a long history of representing clients in cross-border transactions. Key deals included representing Apollo Global Management, along with Riverstone Holdings, and other investors, in a $7.15bn agreement to acquire all of the oil and natural gas exploration and production assets of El Paso Corporation, the transaction being the largest private equity transaction announced in 2012 and the second-biggest private equity takeover of an energy producer; and acting for Rockstar Bidco, a consortium of technology companies including Sony, RIM, Apple, Microsoft and Ericsson, in the $4.5bn purchase, at auction, of Nortel Networks’ portfolio of over 6,000 patents, the portfolio comprising patents and patent applications from the information and communication technologies industry. The practice also represented Nexen, an independent, Canadian-based global energy company, in its $15.1bn sale to CNOOC, China’s largest producer of offshore crude oil and natural gas, and one of the largest independent oil and gas exploration, and production, companies in the world; and advised Interline Brands, a distributor and direct marketer of broad-line maintenance, repair and operations products, in its $1.1bn sale to affiliates of GS Capital Partners and P2 Capital Partners. M&A co-heads Paul Ginsberg, Carl Reisner and Toby Myerson, and corporate chair Robert Schumer are recommended. Reisner is ‘truly impressive; he is responsive, personally involved in our deals, has excellent commercial judgment, and is an unparalleled negotiator and skilled technician’. John Scott, Ariel Deckelbaum, Matthew Abbott and Jeffrey Marell are also praised. Justin Hamill was elevated to partner in 2012.

Offering ‘outstanding levels of service’, Fried, Frank, Harris, Shriver & Jacobson LLP is ‘excellent, responsive and knowledgeable, has a good read of different markets, and seems to have good knowledge and connections in any part of the world where we want to do business’. The team remains engaged in advising clients through the full lifecycle of their most significant deals, from acquisitions and associated financing to exit strategies and dispositions, and providing strategic counsel. The practice advised GS Capital Partners, and certain other existing equity holders of Cequel Communications Holdings, in their agreement to sell Suddenlink to BC Partners, CPP Investment Board and Suddenlink’s management team, for $6.6bn. Key, large deals included assisting a private equity consortium in connection with its preliminary proposal to acquire Focus Media Holding, which going-private transaction would be China’s largest LBO in history; representing SPX Corporation in its agreement to sell its automotive service solutions business to Robert Bosch, the world’s biggest auto-parts supplier, for $1.15bn in cash; and acting for RedPrairie, a New Mountain Capital portfolio company, in connection with its $1.9bn take-private acquisition of JDA Software, the deal combining two providers of software that manage corporate supply chains, and creating one of the largest global software companies. Mid-market mandates included advising Controladora Comercial Mexicana, Mexico’s third-largest supermarket retailer, in its definitive agreement to sell its 50% share interest in Costco de Mexico to Costco Wholesale for $760.4m; acting for CVR Energy in the acquisition of Gary-Williams Energy Corporation and its Wynnewood, Oklahoma refinery and related assets for $525m, plus working capital of $100m; and assisting Thomson Reuters, the global source of intelligent information for businesses and professionals, in its definitive agreement to acquire FX Alliance, an independent global provider of electronic foreign exchange trading solutions, used worldwide by over 1,300 institutional clients, including asset managers, corporations, banks, broker-dealers and hedge funds. Robert Schwenkel is the chair of the corporate department and global head of the M&A and private equity groups; he has ‘excellent judgment’. David Shine and Philip Richter co-chair the M&A group; Steven Scheinfeld is vice-chairman of the corporate department and co-heads the corporate real estate transactions group; and Christopher Ewan and Steven Steinman co-chair the private equity transactions group. Andrew Colosimo is ‘willing to go anywhere, and will work round the clock to get our matters accomplished’; Washington DC-based Andrew Varneydoes a terrific job of leading transactions’; and Peter Golden has a ‘great deal of experience in public company M&A’. Steve Epstein and Arthur Fleischer Jr are also key advisers. In August 2012, the firm welcomed Michael Yuffee as an M&A/private equity partner in the Washington DC office from Hogan Lovells LLP.

Shearman & Sterling LLP is ‘excellent. The capability of its lawyers and their availability are one of the things that you look for in a law firm’. The team represented Richard Schulze, the founder of Best Buy Co, in his potential proposal to the Best Buy Board of Directors to acquire the company; and advised Anglo American in its $5.39bn sale of a 24.5% interest in Anglo American Sur, comprising certain of Anglo American’s copper assets in Chile, to Mitsubishi Corporation, which transaction was conducted within a very tight time frame. Other significant deals included advising GrupoSura in its $3.6bn acquisition of ING’s Latin American pensions, life insurance and investment management operations, and its related co-investment transactions with General Atlantic Partners and the IFC, the transaction being the largest acquisition ever by a Colombian company. George Casey is co-head of the global M&A group; Stephen Besen, Robert Katz, Peter Lyons, John Marzulli Jr, Michael McGuinness, Clare O’Brien, Scott Petepiece and Samuel Waxman are key New York contacts. In San Francisco, Steve Camahort, Michael Dorf and Michael Kennedy are rated. Palo Alto-based Richard Hsu is also well regarded. In 2012, New York-based Creighton Condon was elected senior partner. Christa D’Alimonte left to join Viacom.


M&A: large deals ($1bn-5bn)

Index of tables

  1. M&A: large deals ($1bn-5bn)
  2. Leading lawyers

Gibson, Dunn & Crutcher LLP’s recent highlights included advising Heineken in the $4.9bn-valued acquisition of Asia Pacific Breweries; acting as counsel to UBS Investment Bank and Evercore Partners, as financial advisors to International Paper in its unsolicited tender offer for Temple-Inland, a manufacturer of corrugated packaging; advising Vivendi in the sale of its 12.34% interest in NBC Universal to General Electric, as part of Comcast’s acquisition of NBC Universal; and assisting Transatlantic Holdings in its merger with Alleghany Corporation, a provider of property and casualty insurance. Mega deal mandates for the practice included advising Citigroup, as financial advisor to Express Scripts in its acquisition of Medco, a pharmacy benefits management firm and mail order pharmacy; acting for Kraft Foods in the $16bn-valued separation of Kraft Foods’ North American grocery business, via a tax-free spinoff to its shareholders; and representing Hewlett-Packard Company in the acquisition of Autonomy Corporation, a developer of enterprise software. Stephen Glover in Washington DC, Jeffrey Chapman in Dallas, and New York-based Barbara Becker are the practice co-chairs. New York-based Dennis Friedman and Century City-based Jonathan Layne are key contacts. John Gaffney joined the New York office from Cravath, Swaine & Moore LLP in late 2011; and Los Angeles-based Candice Cho was promoted to partner in 2012.

Hogan Lovells LLP houses ‘trusted advisors that are a great return on our investment’. The practice was kept busy over the past year by the upswing in large-cap and mid-market M&A deal activity, and saw practice growth in industry sectors where the firm has strength, including aerospace, defense and government services, financial services, life sciences, REITs, media, telecommunications and technology, and energy and natural resources. A key differentiator for the firm’s corporate practice is its ability to leverage its global platform. Large deal highlights included advising News Corporation, which, through the Fox Networks Group, agreed to acquire a 49% equity stake in the YES Network, the most highly valued regional sports networks in the US; and representing the transaction committee of the board of directors of Knology in a landmark transaction, involving a private auction process that resulted in the all-cash sale, valued at $1.5bn, of Knology to WOW, a competitive provider of residential and commercial high-speed internet, cable television. In the mega deal space, the team advised Equity Residential on the $16bn acquisition of Archstone Enterprise from Lehman Brothers Holdings; and represented Dell in connection with its announced definitive merger agreement, under which its founder, chairman and CEO, in partnership with global technology investment firm, Silver Lake, will acquire Dell, the transaction valued at $24.4bn. Mid-market mandates included advising MarkWest Energy Partners, a midstream natural gas gathering and processing company, on its strategic $512m acquisition of Keystone Midstream Services, a joint venture of Stonehenge Energy Resources and affiliates of Rex Energy Corporation and Sumitomo Corporation. Richard Horan Jr, in Northern Virginia, is co-chair of M&A practice development; Washington DC-based Joseph Gilligan is global M&A co-chair; and global co-corporate head Stuart Stein and firm chairman Warren Gorrell Jr are also key contacts. Glenn Campbell, David Gibbons and Michael Silver are rated advisers in Baltimore; William Curtin III, Alexander Johnson and Waajid Siddiqui, in New York, are well regarded. Johnson is ‘committed, very technically strong, and a hard worker’. James FitzPatrick Jr joined, in New York, from Dewey & LeBoeuf LLP.

Jones Day is ‘outstanding, and has great knowledge of our company and industry’. Another client says of the firm’s attorneys: ‘I will call them and no others’. The firm’s M&A practice is the largest single component of its non-disputes business, and recent highlights include advising: SAP in its $4.3bn acquisition of Ariba; Gavilon Holdings on its $3.6bn acquisition by Marubeni Corporation, one of the largest, general trading companies in Japan; and The Sherwin-Williams Company in its $2.34bn acquisition of Consorcio Comex, which manufactures and sells architectural and industrial coatings in Mexico, the US, and Canada. Mid-market mandates included advising The Weir Group regarding its $675m acquisition of Seaboard Holdings, an independent wellhead solutions provider that is focused on the North American, unconventional oil and gas drilling, and production, market. In private equity, the team advised Temasek Holdings (Private) in connection with its $1.125bn co-investment in Venari Resources, a deep-water exploration, and production, company. New York-based, firm-wide M&A head Robert Profusek is ‘one of the leading lawyers for complex, big-dollar M&A work’; Cleveland-based James Dougherty and Lyle Ganske, Dallas and Houston-based Scott Cohen, Elizabeth Kitslaar, in Chicago, Silicon Valley-based Daniel Mitz and William Rowland, in Atlanta, are key M&A contacts. Cohen ‘always contributes important, new ideas, which help immensely’. Cleveland-based Charles Hardin Jr is the firm-wide private equity head.

Sidley Austin LLPgives solid advice, with an eye not only to legal risks but also to business needs’. Other clients say that the practice provides ‘excellent legal service, paired with a reasonable approach in terms of fee amounts, making it a very valuable option for M&A work’. The practice represented the special committee of Kenneth Cole Productions, the global fashion and apparel company, in a going-private transaction, led by the company’s chairman and chief creative officer, Kenneth Cole; advised SXC Health Solutions in its $4.67bn acquisition of Catalyst Health Solutions; was counsel to Nationstar Mortgage in the purchase of various MSRs from Aurora Bank FSB, the transaction valued at $1.95bn; acted for Magnetar Capital as an equity investor in Tallgrass Energy Partner’s $1.8bn-valued acquisition of Kinder Morgan Operating; and advised Cerveceria Nacional Dominicana in its $1.238bn sale to Companhia de Bebidas das Americas (AmBev). Mid-market highlights for the group included advising KeyBank in its $725m acquisition of US Bank National Association. New York-based Scott Freeman and Frederick Lowinger, in Chicago, are the department heads. New York-based Joseph Armbrust, Chicago-based Imad Qasim, Paul Choi, Larry Barden and Thomas Cole, Palo Alto managing partner Thomas DeFilipps, and Deborah Marshall, in Palo Alto, are rated advisers; San Francisco and Palo Alto-based Sharon Flanagan is ‘very easy to work with, responsive, knowledgeable, keeps very cool under pressure, and handles negotiations well’. Luke Valentino, in Chicago, was elevated to the partnership; and Cliff Vrielink joined the Houston office from Vinson & Elkins L.L.P..

White & Case LLP welcomed Morton Pierce, Denise Cerasani, Michelle Rutta, Chang-Do Gong, Robert Chung, Bryan Luchs and Brian Smarsh from Dewey & LeBoeuf LLP; Pierce is known for his advice on M&A transactions in which he has represented acquirers, targets, investment banks and investors in numerous transactions. One client says that he is ‘without question the most knowledgeable, thorough and insightful lawyer I have ever known’. Other key arrivals included Daniel Dufner rejoining the New York office from Linklaters LLP; Silicon Valley-based Eric Hwang from Oracle Corporation, where he was director of corporate development; and Silicon Valley and Los Angeles-based Christopher Rose from CODA Automotive, where he served as senior vice president of corporate development. The practice represented Industrial and Commercial Bank of China (ICBC), China’s largest commercial bank, in the acquisition of an 80% interest in The Bank of East Asia (USA) National Association, ICBC becoming the first Chinese bank to have a commercial bank in the US, and which acquisition will have a major impact on both the US and Chinese banking markets. The firm also advised Sony Corporation of America, as the leader of an investor group, comprising Sony Corporation of America, the Estate of Michael Jackson, Mubadala Development Company PJSC, Jynwel Capital, the Blackstone Group’s GSO Capital Partner, and David Geffen, in the $2.2bn acquisition of EMI Music Publishing from Citigroup. Mid-market instructions included acting for The Talbots, a specialty retailer and direct marketer of women’s apparel, shoes and accessories, in its $369m sale to an affiliate of Sycamore Partners, a private equity firm. The group also acted for various investment banks, as financial advisors, on large, public M&A transactions. Global head of corporate/M&A John Reiss is recommended; and Oliver Brahmst is the Americas corporate/M&A head.

Hallmarks of Dechert LLP’s corporate/M&A practice are the strength of its cross-border capabilities, and its understanding of clients’ industries. Working in collaboration with the firm’s financial services practice, which represents 18 of the top 20 global asset managers, the M&A group regularly advises financial services companies in a broad range of strategic transactions and frequently acts for new and established life sciences companies on corporate transactions. The team represented Inhibitex, a clinical-stage biopharmaceutical company that is dedicated to the development of innovative products that can treat or prevent serious infections, in connection with its headline, $2.5bn sale to Bristol-Myers Squibb Company; and advised the board of directors of ING Direct in connection with the $9bn sale, by ING Groep, of ING Direct USA, its US online banking arm, to Capital One Financial Corporation. Other highlights included assisting an affiliate of Siemens in its acquisition of US-based eMeter Corporation, a smart metering company, the transaction allowing Siemens to expand its global reach in the energy information and meter data management space; and acting for the special committee of the board of directors of Dell in its agreement to be acquired by Michael Dell, Dell’s founder, chairman and CEO, in partnership with global technology investment firm, Silver Lake, for $24.4bn. Philadelphia and New York-based Henry Nassau chairs the corporate and securities group. Craig Godshall, William Lawlor, Stephen Leitzell, Martin Nussbaum, Carmen Romano and Mark Thierfelder are recommended. Ian Hartman, Daniel O’Donnell, David Rosenthal and Derek Winokur are also notable advisers.

Mayer Brown is ‘very strong and responsive. The firm has good depth of resources, knowledge of the substantive legal areas, and very good, quality lawyers. We have also been satisfied with billings and the ability to control costs’. Between December 2011 and November 2012, the firm’s US practice handled more than 90 deals in 29 different countries, with an aggregate deal value of $40bn. In mega deals, the practice represented Nestlé in its $11.85bn acquisition of Pfizer Nutrition, a producer of premium-quality pediatric nutritional products, from Pfizer. Large deal highlights included acting for Gulf Oil in its $1bn acquisition of Houghton International, an international supplier of metal finish fluids and industrial lubricants, from AEA Investors; and advising Fresenius Kabi in its acquisition of Fenwal Holdings, a leading provider of transfusion technology products for blood collection, separation and processing. In the mid-market, the group represented ACE on its $865m acquisition of ABA Seguros, Mexico’s sixth-largest property and casualty insurer, from Ally Financial; assisted The Jordan Company in the $505m sale of Kinetek, a global designer, developer and manufacturer of custom-engineered electric motors, gear motors, gearing, electronic controls, system solutions, elevator controls and complete elevator packages, to Japan-based Nidec Corporation; and represented Syngenta in its $125m acquisition of the DuPont Professional Products insecticide business, a supplier of innovative products for the professional turf, ornamentals and home pest control markets. Chicago-based Marc Sperber, William Kucera and Frederick Thomas are rated contacts; Los Angeles-based Brian May, and New York-based Edward Davis, Todd Bowen, James Carlson and Thomas Vitale are praised. Key advisers in Houston include Jose Valera, Pablo Ferrante, Dallas Parker,Robert Gray Jr and Marc Folladori. Recent arrivals to the practice include James Woods and Rory Cohen in the New York office from Dewey & LeBoeuf LLP and Venable LLP respectively; and William Heller, Harry Beaudry and Kirk Tucker, in Houston, from Thompson & Knight LLP.

Morrison & Foerster LLP’s ‘overall level of service is excellent. The response times are very quick and the advice is practical’. The team stands out for its technology sector experience, and is particularly experienced in the life sciences/healthcare industry, but the group also acts across an array of industries, including banking and finance, consumer products, professional services, cleantech, manufacturing, energy, and infrastructure. The practice is, in addition, noted for its representation of financial advisors and Japan-related deals. Mega deal mandates included representing Japanese wireless carrier, SoftBank, in its proposed, headline acquisition of a 70% stake in wireless operator, Sprint Nextel, for $20.1bn; and acting for Hitachi in the sale of its hard disk drive and data storage business, Hitachi Global Storage Technologies, to Western Digital for $5bn in cash and stock. Large deal highlights for the practice included assisting DaVita in its $4.4bn acquisition of HealthCare Partners Holdings (HealthCare), the agreement providing that DaVita will pay an earn-out of up to an additional $275m, in cash, if HealthCare achieves certain performance hurdles, the transaction signaling a seismic change in the healthcare services industry; representing Intel in its $4.1bn investments in Dutch chip-maker ASML, the investments intended to accelerate the development of 450-millimeter wafer technology to produce more chips faster, and to make more powerful, smaller chips through a technique called extreme ultra-violet lithography; and successfully guiding long-time client, Novellus Systems, in a $3.3bn merger agreement that will result in the sale of the company to Lam Research. Furthermore, marking the largest real estate deal of 2012, the team represented real estate investment trust Equity Residential in a joint agreement with AvalonBay Communities to acquire a vast portfolio of US apartment properties, owned by Archstone, a unit of the now-defunct Lehman Brothers. San Diego-based Scott Stanton, Hendrik Jordaan in Denver, and Gavin Grover, Robert Townsend, Michael O’Bryan, Brandon Parris and Eric McCrath, in San Francisco, are rated. McCrath is a ‘true M&A expert, and has valuable experience and understanding of hi-tech companies, including those in the semiconductor industry’; New York-based Spencer Klein is a ‘world-class, corporate M&A lawyer, with great depth of experience and fantastic client skills. He is very responsive and is a terrific negotiator’; and Michael Braun leads the New York Japan practice. Palo Alto-based David Lipkin and Charles Comey, and Lawrence Yanowitch, in Northern Virginia, are also well-regarded advisers. In 2012, New York private equity head Jonathan Melmed arrived from Chadbourne & Parke LLP; David Slotkin joined the Washington DC office from Hogan Lovells LLP; and Erik Knudsen arrived as of counsel in the Denver office from Kirkland & Ellis LLP.

Ropes & Gray LLP’s M&A practice has more than 150 lawyers who are dedicated to counseling clients on a range of transactional matters. The team represented NSTAR, a Massachusetts-based electrical and utilities provider and distributor, in its merger with Northeast Utilities, creating one of the nation’s largest utilities, with an enterprise value totaling $17.5bn; acted for Party City Holdings, a designer, manufacturer and distributor of party goods in the US and internationally, in its $2.69bn sale to Thomas H Lee Partners, a private equity firm; advised Tang Capital Management, an investment firm, in the $1.3bn sale of Ardea Biosciences, a biotechnology company, to AstraZeneca; and acted for Alexion Pharmaceuticals, a biopharmaceutical company, in its $1.08bn acquisition of Enobia Pharma. Mid-market highlights included representing Becton, Dickinson and Company, a medical technology company, in a variety of matters, including its $730m sale of its Discovery Labwarpe to Corning and the acquisition of Sirige, a medical technology company; and assisting Biogen Idec, a developer, manufacturer, and marketer of therapies for the treatment of neurodegenerative diseases, haemophilia, and autoimmune disorders in the US and internationally, in its $562m acquisition of Stromedix, a clinical stage biotechnology company. New York and Boston-based Jane Goldstein, and Chicago managing partner James Lidbury co-head the M&A practice; Goldstein is ‘capable’; and Keith Higgins is a ‘good lawyer for public companies’. Alfred Rose heads the firm’s private equity transactions practice group.

Vinson & Elkins L.L.P. is involved in significant mergers, acquisitions and divestitures for multibillion-dollar public and private companies across a wide range of industries, including energy, airlines, infrastructure, chemicals, financial services, consumer goods and technology. The practice represented regular client, Norway-based Statoi, in its $4.7bn all-cash merger with Brigham Exploration Company, a publicly-traded, independent, exploration and production company; advised its longtime client, The Shaw Group, a Fortune 500 company with 25,000 employees around the world that serves the chemicals, environmental, energy, infrastructure and emergency response industries, in connection with the $3bn cash and stock sale to Chicago Bridge & Iron Co; and acted for Dart Container Corporation, a family-owned producer of single-use foodservice products, in its acquisition of Solo Cup Company, a manufacturer of single-use food and beverage products for the consumer/retail, foodservice and international markets, for $1bn. Other highlight deals included representing private equity client, TPG Capital, when it joined other investors, including GSO Capital Partners, EIG Global Energy Group and Magnetar Financial, to purchase $1.25bn of preferred interests of Chesapeake Cleveland-Tonkawa, a subsidiary of Chesapeake Energy Corporation; and represented Permian Mud Services, the parent to specialty chemicals companies, Champion Technologies and Corsicana Technologies, in its $2.2bn sale to Ecolab, a publicly-held maker of products for the industrial, healthcare, food service and hospitality industries. Houston-based Keith Fullenweider is the M&A/private equity practice group leader; Mark Proctor arrived in the New York office from Goldman Sachs.

Cadwalader, Wickersham & Taft LLP recently advised DPL, the operator of the Dayton Power & Light Company, in its sale to AES Corporation, a transaction valued at approximately $4.7bn; represented the chairman and CEO, Vinny Smith, of Quest Software, which provides IT management solutions, in a series of proposed transactions; and acted for AngioDynamics, a manufacturer of minimally invasive medical devices for vascular access, surgery, peripheral vascular disease, and oncology practices, in its acquisition of privately-held Navilyst Medical, a global medical device company with strengths in the vascular access, interventional radiology, and interventional cardiology markets, the transaction valued at $372m. Active key clients include Elan Corporation, AngioDynamics, Towers Watson & Co, Nektar Therapeutics, CIT Group, The Renco Group, Barclays, JPMorgan, Relypsa and Cowen Healthcare. Louis Bevilacqua is the New York-based team head; and private equity head Ronald Hopkinson, Washington DC and New York-based Karen Dewis, Stewart Kagan, Geoffrey Levin, William Mills III, and Gregory Patti are also key advisers. Christopher Cox joined the firm’s New York office from Cahill Gordon & Reindel LLP; Cox has advised public and private companies, private equity firms and financial institutions in US and cross-border mergers, acquisitions, dispositions, joint ventures and strategic investments, and has extensive experience in the pharmaceutical industry. Dennis Block’s exit to Greenberg Traurig LLP’s New York office has been noted by clients as having an impact on the team.

Excellent in all areas’, Greenberg Traurig LLP represents many of the world’s leading investment banks and financial advisors in M&A transactions. The team advised Justice Holdings, a BVI company and special purpose acquisition vehicle that is listed on the London Stock Exchange, in the negotiation of a business combination with Burger King Worldwide Holdings, the world’s second largest fast food hamburger restaurant chain, resulting in Burger King Worldwide becoming a NYSE-listed company; and acted for Morgan Stanley, as financial advisor to Grupo Modelo, SAB de CV, the Mexican brewer whose brands include Corona Extra, in its definitive agreement in which Anheuser-Busch InBev, the Belgian beer company, will acquire the remaining stake in Grupo Modelo that it does not already own, marking a cash transaction that is valued at $20.1bn. The practice also assisted DPL, a publicly traded electric utility and power supplier, in its $4.7bn sale to The AES Corporation; and represented internet advertising company, interclick, in its $270m sale to Yahoo!; and acted for Florida-based SBA Communications Corporation, a wireless communications infrastructure provider, in connection with its $1.1bn acquisition of 2,300 tower sites in the US and Central America, and indoor and outdoor distributed antenna system assets, from affiliates of Mobilitie. New York-based David Schwartzbaum, the co-global M&A chairman, acts for investment banking and financial advisory firms in M&A transactions; he is ‘knowledgeable, commercial, practical and trustworthy’. Dennis Block, in New York, is senior chairman of the global M&A group; Alan Annex co-chairs the New York corporate and securities group; and Miami-based Gary Epstein is global corporate and securities chair.

Milbank, Tweed, Hadley & McCloy LLP is ‘very responsive and knowledgeable, both about my industry and current deal structures and issues. I know I can absolutely rely on the advice given, which also has a personal touch to it’. The group has successfully completed numerous power and energy M&A transactions, and as part of its global aircraft leasing practice, it continues to represent clients in major, aircraft leasing M&A matters. Also of note, the firm, working together with its restructuring practice, remains active in representing clients in distressed M&A transactions, and is frequently called upon to work on large and mid-market deals, particularly in Asia and Latin America. The practice represented Catalyst Health in the $4.75bn merger with SXC Health Solutions, both companies being benefits managers that contract with drug companies and pharmacies to dispense medicine and process claims, and the combined company drawing in $13bn in annual revenue. It also advised Sumitomo Mitsui in its $7.3bn acquisition of RBS Aviation Capital, creating the world’s fourth largest, commercial jet aircraft leasing and finance company, from RBS, marking RBS’ biggest disposal since the government bailout in 2008. The team also advised Bosque Power Company in the $432m sale, plus adjustments, of its 800-megawatt central Texas power plant, to Calpine Corporation, the largest US independent power generator; EMC in the all-cash acquisition of Israel-based XtremIO, a Flash storage architecture company; and São Paulo-based Marfrig, one of the world’s largest food producers, in the $400m sale of the quick service restaurants (QSR) logistics assets and businesses, in the USA, Europe, Middle East, Oceania and Asia, by its subsidiary, Keystone Foods, to Illinois-based distributor, The Martin-Brower Company. New York-based John Franchini is ‘top notch, and is quick to respond to matters’; and New York-based Mark Mandel is ‘exceptional at staying close to my needs as a client. He is also very bright and creative, always suggesting things that may add value, and raising potential opportunities as he becomes aware of them. It is hard to find external counsel that understands my business and aligns its advice as well as he does’. Charles Conroy, in New York, is also recommended. The Los Angeles managing partner is Kenneth Baronsky.

Morgan Lewis stands out for its strong client base, the range of transactions spanning multiple industries, and a growing international presence; and the M&A practice handles deals for a diverse, global clientele in virtually every significant, regulated and unregulated industry. The group also advises on the structuring of various takeover defense mechanisms, with its industry specific areas including clean technology, energy, financial services, healthcare, hospitality, life sciences, media and information, retail, and technology. The practice advised energy company ConocoPhillips in its agreement to sell its ownership interest in Seaway Crude Pipeline Company, to Houston-based Enbridge Holdings, for $1.15bn; and represented Smart & Final Holdings Corporation in its $975m sale to Ares Management, a global, alternative asset manager and registered investment adviser. Mid-market highlights included representing Concordia Pharmaceuticals in connection with the sale of substantially all of its assets, including its cancer drug Salirasib, to Kadmon Corporation, in a transaction worth as much as $189m if certain development and commercial milestones related to Salirasib are met; and advised Lightwire, which develops advanced optical interconnect technology for high-speed networking applications, in its $271m sale to Cisco Systems. Richard Aldridge, in Philadelphia, and New York-based Steven Navarro are recommended.

O’Melveny & Myers LLP leads companies and financial investors through the complexities of merging, acquiring, investing in and disposing of businesses and assets, whether public or private, domestic or international. Silicon Valley-based Warren Lazarow is firm-wide chairman of the transactions department. His practice is predominantly focused on the corporate representation of public and private technology companies, venture capital and private equity firms, and investment banks. Silicon Valley-based Steven Tonsfeldt chairs the M&A group. He advises publicly traded and privately held companies in domestic and cross-border M&A transactions, LBOs, and minority equity investments. Tonsfeldt has also represented financial sponsors in relation to leveraged acquisitions, as well as financial advisors, who are advising companies engaged in acquisition transactions. The team represented Progenics Pharmaceuticals in its acquisition of Molecular Insight Pharmaceuticals, a clinical-stage specialty pharmaceutical company that is focused on the critical, unmet diagnostic and therapeutic needs of the prostate cancer patient; advised Kabam, known for free-to-play core gaming, in its acquisition of Vancouver-based Exploding Barrel Games; acted for Zenprise, an innovator in mobile device management, in its definitive agreement to be acquired by Citrix; and advised China Kanghui Holdings (Kanghui) in its entering into a merger agreement with Medtronic, whereby Kanghui will be acquired by Medtronic.

Proskauer Rose LLP provides a ‘very good level of service, allowing us to move quickly, and in a constructive, responsible and creative way in our M&A projects’. The practice is known for executing complex, multi-jurisdictional large deals for companies and private equity sponsors in a diverse range of industries. The team advises clients on matters in nearly every major business sector, including business services, chemicals, defense, entertainment, financial services, life sciences, lodging and gaming, manufacturing, publishing, real estate, retail, sports, technology and telecommunications. In the large deal space, the team acted for the board of directors of Leucadia National Corporation, in its announced $3.8bn acquisition of the Jefferies Group; advised American Realty Capital Trust, on its agreement to be acquired by Realty Income Corporation, the transaction valued at $2.95bn, which marked the second largest merger of US real estate investment trusts in 2012; and acted for long-time client, Accor, in the $1.9bn sale of its United States Economy Hotels Division to an affiliate of Blackstone Real Estate Partners VII. The team’s recent mega deal experience includes representing Charterhouse Group, which participated in a consortium of investors, led by Goldman Sachs and including Quadrangle Group and Oaktree Capital Group, in the $6.6bn sale of Cequel Communications (d/b/a Suddenlink) to BC Partners and Canada Pension Plan Investment Board. In the upper-middle market, the practice represented funds, managed by Ares Management, in their $975m acquisition of Smart & Final Holdings and the related financing; advised Ascena Retail Group (formerly The Dress Barn) in its purchase of Charming Shoppe; and acted for an ownership group, led by the grandchildren of Walter O’Malley, the Hall of Fame owner of the Brooklyn and Los Angeles Dodgers, and Ron Fowler, the chairman and CEO of Liquid Investments, in their acquisition of the San Diego Padres. Other deals included representing Zumba Fitness, a dance fitness program, in a strategic transaction in which Insight Venture Partners and the Raine Group made a minority investment in Zumba; and advising Cerveceria Costa Rica, a Costa Rican food and beverage company, in its $388m acquisition of North American Breweries Holdings. New York-based M&A group co-head and corporate co-chair Ronald Papa, and Los Angeles-based M&A co-head Michael Woronoff are rated. Monica Shilling, in Los Angeles, co-heads the private equity group; in New York, firm chairman Joseph Leccese co-heads the sports law group; and Jeffrey Horwitz heads the lodging and gaming department. Daniel Ganitsky is noted for his ‘complete knowledge and understanding of the complexities of conducting an M&A project, his solving of problems and sustainment of high-level relationships with all parties involved in the process’. Steven Kirshenbaum, Stephen Rubin, Peter Samuels, Lorenzo Borgogni and Boston-based Ori Solomon are also key contacts.

Allen & Overy LLP advises clients around the world on transactions involving businesses located all over the US and across a variety of industries. Recent highlights include advising SAP on its $3.4bn public acquisition, via a tender offer, of NYSE-listed, cloud computing entity, SuccessFactors; and acting for Elster Group, the NYSE-listed provider of smart gas, electricity and water meters, on the $2.3bn tender offer for all its shares. The practice also represented Thomson Reuters in its pending sale, by auction, of its US property tax services business; advised Computershare on its $550m acquisition of the Shareowner Services Business of The Bank of New York Mellon, marking the combination of two major competitors, which was investigated and cleared by the Department of Justice; and acted for Australian-based Global Advanced Metals on its $400m acquisition of the Supermetals business of Boston-based Cabot Corporation. Eric Shube heads the firm’s US M&A practice. He has represented principals in negotiated and hostile acquisitions and dispositions; private equity firms in connection with investments in public and private companies; and investment banking firms in their activities, as financial advisors, in acquisition transactions. Peter Harwich is a corporate partner, whose practice includes public and private M&A, as well as joint ventures, strategic alliances, and ongoing advice on corporate governance, securities laws and stock exchange requirements; Michael Gilligan’s practice concentrates on public and private M&A transactions; and Mark Wojciechowski has extensive experience in M&A. Mark Roppel joined in New York from the firm’s Hong Kong office.

Baker & McKenzie’s ‘customer service is outstanding, not just in terms of timeliness and turnaround on tough deadlines, but more importantly, its helpful attitude and demeanor’. The team recently represented AgraQuest, a global biotechnology company, based in California, in connection with its $480m sale to Bayer CropScience, a subgroup of Bayer and an innovative crop science company, the transaction being the company’s largest deal ever; advised Computer Sciences Corporation, an NYSE-listed, multinational corporation that provides information technology services and professional services, with the divestiture of its consulting and systems integration services segment of its business in Italy, as part of its ongoing service portfolio optimization, to Italian IT services firm, Dedagroup; acted for EUSA Pharma, as international counsel, on the $680m cash sale of EUSA Pharma, a company that focuses on in-licensing, developing and marketing late-stage oncology, oncology supportive care and critical care products, to Jazz Pharmaceuticals, a specialty biopharmaceutical company; acted for Kellogg Company, a NYSE-listed producer of cereal, cookies and crackers, with its $2.695bn acquisition of the Pringles snack food business from Procter & Gamble, a NYSE-listed manufacturer of personal care and cleaning products; and advised PrestigeBrands Holdings, which markets, sells and distributes over-the-counter, healthcare and household cleaning products to retail outlets, in connection with its $660m acquisition of 17 over-the-counter, healthcare brands from Glaxo-Smith-Kline, a London-based pharmaceutical, biologics, vaccines and consumer healthcare company. Washington, DC-based Marc Paul is an ‘outstanding lawyer’. Recent arrivals include Chicago-based William Kirsch and Garry Jaunal from Kirkland & Ellis LLP; Stacey Kern from DLA Piper; Dallas-based Aaron Scow from Akin Gump Strauss Hauer & Feld LLP; and New York-based Karyn Koiffman from Kirkland & Ellis LLP.

Baker Botts L.L.P. provides ‘unwavering dedication to its clients’ interests’. David Kirkland Jr is the Houston-based team head. The practice has a long history of representing leading companies in complex M&A transactions. Recent highlights include advising Marathon Oil Corporation in: the $3.5bn acquisition of the Eagle Ford shale assets of Hilcorp Resources, a joint venture between Hilcorp Energy and KKR, this transaction doubling its acreage in the Eagle Ford play; the acquisition of Paloma Partners II; and the sale of substantially all of its assets in the state of Alaska to Hilcorp Energy Company. The practice also assisted EP Energy Corporation in its $7.15bn acquisition by Apollo Global Management. Other mandates included acting for Lazard Frères & Company, as financial advisor to Progress Energy in its $13.7bn all-stock merger with Duke Energy Corporation, including the assumption of debt; advising the conflicts and audit committees of Kinder Morgan Management, and Kinder Morgan GP, in the acquisition of 100% of Tennessee Gas Pipeline Company, a 13,900-mile pipeline system, with a design capacity of about 7.5bn cubic feet per day, and a 50% interest in El Paso Natural Gas Company from Kinder Morgan, the transaction valued at $6.22bn; acting for the conflicts committee of the board of directors of Williams Partners GP, in the $2.4bn acquisition of Williams Olefins; and advising Waste Connections, an integrated solid waste services company that provides solid waste collection, transfer, disposal and recycling services in, mostly, exclusive and secondary markets, in its agreement to acquire the business and operating subsidiaries of R360 Environmental Solutions, for $1.3bn in cash. In addition, the team represented Imperial Sugar Company, in the sale of all its outstanding shares of stock to a subsidiary of Louis Dreyfus Commodities.

While the bulk of Bracewell & Giuliani LLP’s M&A transactions in Texas over the past year have resided in the energy industry, the firm has also represented major players in the banking and financial, construction, distribution, maritime, and hospitality industries; and the New York office features a team of corporate/M&A attorneys that has been especially focused on distressed transactions for much of the last decade. The national practice is also prominent with respect to corporate and M&A matters involving master limited partnerships. Large deals for the team included representing Chesapeake Energy Corporation in connection with the $1.25bn sale of preferred shares that related to the Utica Shale joint venture; and acting for Apache Corporation in its $2.85bn acquisition of Cordillera Energy Partners III. Mega deals mandates included representing Kinder Morgan in its $38bn acquisition of El Paso Corporation (EP), including the assumption of debt outstanding, both at EP and El Paso Pipeline Partners, the transaction creating the fourth largest energy company in North America, with an enterprise value of more than $90bn and 75,000 miles of pipelines; and advising Evercore Partners, an independent investment banking advisory firm, in Energy Transfer Equity’s (ETE) announced $9.4bn acquisition of Southern Union Company, comprised of $5.7bn in cash and ETE common units, including the assumption of debt. The team also acted for Houston-based Prosperity Bancshares, a regional financial holding company, in the $532m acquisition of American State Financial Corporation; and advised Encore Bancshares in its $240m sale to Cadence Bancorp. Houston-based Gregory Bopp and Alan Rafte are recommended. John Klauberg joined in New York from Dewey & LeBoeuf LLP; Klauberg is an electric power deal expert.

Clifford Chance’s Brian Hoffmann and John Healy co-head the corporate practice. Hoffmann is ‘an especially talented and experienced M&A attorney, with exceptionally good business judgment’. The team advised TAM on its combination with LAN Airlines, to form LATAM Airlines Group, the completed transaction resulting in the largest airline in South America, with a fleet of 310 aircraft, and one of the largest airlines in the world by market value; acted for Hearst in its $1bn acquisition of Elle, Elle Decor, Woman’s Day, Car and Driver, as well as other magazines published throughout the world, which was a complex, cross-border matter that involved lawyers in 15 countries and several antitrust filings in the US, Spain, Italy, Germany and the Ukraine; and advised Corporate Property Associates 15 on its pending $5bn merger with W P Carey & Co, and W P Carey’s concurrent conversion to a REIT, the combined company becoming one of the largest REITs in the US market. David Brinton, Sarah Jones, Benjamin Sibbett and Kathleen Werner are key contacts.

Cooley LLP represents global leaders, particularly in the technology, health care and life sciences sectors, in a wide range of M&A matters. In addition to handling acquisitions of venture capital-backed corporations and other closely held entities, the practice regularly negotiates acquisitions involving large, publicly traded companies. Recent highlights include representing Boston Biomedical in its sale to Dainippon Sumitomo Pharma, which currently aims to commercialize the compounds BBI608 and BBI503 in 2015 or later, the deal valued at $2.6bn; advising Objet in its combination with Stratasys - both parties make 3D printers, which are used to make prototypes of products or three-dimensional objects from a digital file, and can be utilized to manufacture everything from phones to cars using a computer-controlled printer - the deal valued at $1.4bn; and acting for URS, as US counsel, in its acquisition of Flint Energy Services (Flint), which cash transaction was valued at $1.25bn and saw URS also assume $225m of Flint debt. Barbara Borden is the San Diego-based practice head. Jennifer Fonner DiNucci and Craig Menden, in Palo Alto, Alfred Browne III, in Boston, Samuel Livermore, in San Francisco, San Diego-based Frederick Muto, Francis Wheeler and Laura Medina, in Broomfield, and Reston and Washington DC-based Mike Lincoln are experienced attorneys. Babak Yaghmaie, in New York and Palo Alto, and Seattle-based John Robertson are also well-regarded practitioners. Andrew (Drew) Williamson joined the firm’s San Francisco office from Latham & Watkins LLP. The firm opened its 11th office in 2012 in Santa Monica, the converging point for technology, media and venture capital in greater Los Angeles. Heading up the Santa Monica office is David Hernand, who advises companies, board of directors, special committees, investment banks, private equity and venture capital firms, and high net-worth individuals and families in public and private M&A transactions. David Young is also a key contact in Santa Monica.

Covington & Burling LLP is ‘extremely knowledgeable, and provides very comprehensive advice on all aspects of law, which are impacted by acquisitions, with a service that is well orchestrated. We always feel as if the firm is prioritizing our work’. The team advised AstraZeneca on its diabetes alliance with Bristol-Myers Squibb, in connection with Bristol-Myers Squibb’s acquisition of Amylin Pharmaceuticals; acted for SandRidge Energy in its $1.275bn acquisition of Dynamic Offshore Resources from a Riverstone/Carlyle energy fund, and on its related $725m financing; acted for Thomson Reuters Corporation in its sale of its Healthcare business to an affiliate of Veritas Capital for $1.25bn, the deal financed with high yield notes and bank debt, and marking the largest M&A transaction by Thomson Reuters in approximately five years; represented Perella Weinberg Partners, as financial advisor to Collective Brands in its $2bn sale to Wolverine Worldwide and a private equity consortium; and acted for UBS Securities, as financial advisor to Leucadia in its announced $3.6bn acquisition of Jefferies. Co-department heads Catherine Dargan, in Washington DC, and New York-based Scott Smith are recommended. Smith is ‘one of the best M&A lawyers I have seen. He is incredibly knowledgeable, and has an excellent demeanor at the negotiating table and with clients’. Dargan is an ‘excellent, lead M&A lawyer, who is very knowledgeable in the subject area and a very effective negotiator’. Jack Bodner, Stephen Infante, Andrew Ment and J D Weinberg are rated New York practitioners; and Washington DC-based Andrew Jack is a ‘solid business partner, who has the communication skills to instill confidence and provide the highest quality legal services’. David Martin in Washington DC, and Bruce Deming in San Francisco, are also praised.

Wilson Sonsini Goodrich & Rosati is recommended for its representation of technology companies in M&A transactions. The practice provides counsel to clients on the full range of M&A transactions that involve domestic and foreign technology, life sciences, and other growth enterprises at all stages of development. Representative M&A transactions in which the firm participated include advising Seagate in its $1.5bn acquisition of Samsung Electronics’ hard disk drive operations; acting for Electronic Arts in its $650m acquisition of PopCap Games; advising Total in its $1.4bn acquisition of SunPower; McAfee in its $7.7bn acquisition by Intel; advising 3PAR in its $2.4bn acquisition by Hewlett-Packard; acting for 3Com in its $3.3bn acquisition by Hewlett-Packard; representing Sun Microsystems in its $7.8bn acquisition by Oracle; acting for Genentech in its $48bn acquisition by Roche; and advising Google in its $3.1bn acquisition of DoubleClick.


M&A: middle-market ($500m-999m)

Index of tables

  1. M&A: middle-market ($500m-999m)
  2. Leading lawyers

Leading lawyers

DLA Piper added several lateral partners to its national corporate/M&A practice, including Neil Aizenstein and Andrew Weil in Chicago from Morgan Lewis; Chicago-based Wesley Nissen from Winston & Strawn LLP; Daniel Eisner, in New York, from Proskauer Rose LLP; Eric Grossman, in Reston, from Cooley LLP; Sarah Kahn, in Washington DC, from Arnold & Porter LLP; William Marcoux, Jeffrey Potash, John Altorelli and Berge Setrakian in New York, and Paul Chen, in Palo Alto, from Dewey LeBoeuf LLP; Palo Alto-based Richard Scudellari from Reed Smith LLP; and Masood Sohaili, in Los Angeles, from Manatt, Phelps & Phillips, LLP. Recent highlights included representing Pfizer, the world’s largest drug company, in the sale of its infant nutrition business to Swiss food giant, Nestlé, for $11.9bn, marking the largest ever acquisition by Nestlé, as it expands its global presence in the baby food market; acting for W P Carey & Co in its merger with its publicly held, non-traded REIT affiliate, Corporate Property Associates 15, leading to the creation of a combined REIT, which is expected to have a total equity market capitalization of $3bn and a portfolio of 43m square feet leased to 135 companies around the world; and acting for P F Chang’s in its $1.1bn going-private transaction, the deal structured with the complex variation of a dual-track tender/proxy solicitation, including a go-shop right, and a private equity sponsored buyout. The practice also advised Human Genome Sciences in its sale to GlaxoSmithKline (GSK), through an initial unsolicited tender offer by GSK, which ultimately resulted in a negotiated merger agreement; advised Appleton Papers, a manufacturer of direct thermal, carbonless and security papers, in connection with its proposed $675m business combination with Hicks Acquisition Company II, a NASDAQ special purpose acquisition company; and represented Biota Holdings in its $350m merger with Nabi Biopharmaceuticals. New York-based Roger Meltzer is the global corporate and finance chair; Jay Rains, in San Diego, and Robert (Jay) Smith Jr, in Baltimore, are the global co-corporate chairs; and Jonathan Klein, in New York, chairs the M&A practice. Neil Aizenstein in Chicago, John Altorelli and Charles Baker in New York, Jeff Baglio in San Diego and Eric Wang, in Palo Alto, are also key contacts.

McDermott Will & Emery LLP’s ‘practice is second to none, and gives very solid, great advice and service, as well as excellent judgment, and outstanding value’. Other clients praise the ‘sheer quality, in terms of mastery of detail, the deployment of negotiating skills when fighting its clients’ corner, and exceptional back-up, which enables the production of documents of the highest standards’. The corporate group represents a wide spectrum of publicly and privately held businesses, from Fortune 500 companies to venture backed start-ups, and distinguishes itself through a sector-specific approach. The Boston office takes a leading role in developing the firm’s global life science practice; and healthcare M&A work, particularly among hospitals and healthcare providers, is an important part of the firm’s practice. In addition, the team advises the full range of participants on legal matters that are unique to the sports industry, and is active in advising private equity firms in their transactional needs, and investment banks on transactional opportunities. Recent highlights include advising private equity firm, HIG Capital, in multiple deals, including the acquisition, by its affiliate, of Massachusetts-based South Bay Mental Health Center, the largest provider of outpatient, community-based behavioral health services in the region; representing Barnes Group, an international aerospace and industrial manufacturing and service provider, in connection with its $340m acquisition of Synventive Molding Solutions; acting for Presstek, a Nasdaq-listed supplier of digital offset printing solutions to the printing and communications industries, with regard to a definitive merger agreement signed, under which Presstek would be acquired by MAI Holdings, an entity affiliated with American Industrial Partners Capital Fund IV; and advising Hoops, a subsidiary of Heico Holding, in its $377m sale of the National Basketball Association franchise, Memphis Grizzlies. In New York, Timothy Alvino is ‘one of the best lawyers I know. He is available 24/7 and makes us feel like we are his only client’. New York-based David Goldman is the firm-wide corporate chair; Goldman and Thomas Sauermilch actively advise clients, both in the US and abroad, on mining and metal acquisitions. Todd Finger and Paul Kim are praised New York advisers. David Cifrino, Amy Ferrer and Byron Kalogerou are key Boston contacts; Kalogerou has extensive transactional experience in the medical device sector. Helen Friedli, Brooks Gruemmer, Stanley Meadows, Ryan Harris and Scott Williams are notable Chicago attorneys. Williams is a ‘go-to lawyer for M&A deals’. He is an excellent business attorney, who gives sound, practical and relevant advice’. Los Angeles and Silicon Valley-based Mark Mihanovic is active in the life sciences sector; Miami-based Frederic Levenson is rated; and Harris Siskind is a ‘good transactional attorney, who has business acumen’. Washington DC-based Thomas Conaghan, Debra Harrison and Samuel Wales are experienced practitioners. Additional partners include Erich Eisenegger, in New York, arriving from DLA Piper, and Kristian Werling, in Chicago, joining from McGuireWoods LLP, where he served as chair of the life sciences group.

Paul Hastings LLP’s lawyers work with listed and private clients in key markets around the world on the full range of mergers, acquisitions, dispositions and joint ventures. The firm handles domestic, cross-border and international transactions, representing buyers, sellers, financial advisors, special committees, financing sources and other interested parties, with its experience in the developed and developing world including privately negotiated purchases and bids under privatization programs, as well as acquisitions and joint ventures. The practice represented Ardea Biosciences, a San Diego-based biotechnology company that is focused on the development of small-molecule therapeutics for the treatment of serious diseases, in its $1.26bn all-cash acquisition by AstraZeneca, a global, integrated biopharmaceutical company, which is based in the UK; advised Kratos Defense & Security Solutions, a National Security Solutions provider, in connection with an agreement to purchase Composite Engineering, a manufacturer and developer of unmanned aerial target systems and composite structures that are used for National Security programs; acted for Cequel Communications Holdings, a cable-television and internet-services provider, which does business as Suddenlink Communications, in connection with its sale to BC Partners, CPP Investment Board and certain members of Suddenlink’s management team, the transaction valued at $6.6bn; and acted for Equinox, a sports and fitness club, in closing its previously announced acquisition of the assets of The Sports Club Company and four of The Sports Club/LA properties, located in Los Angeles, Beverly Hills, Orange County and New York’s Rockefeller Center. It also represented GB Merchant Partners, the investment management affiliate of Gordon Brothers Group, and Bruckmann, Rosser, Sherrill & Co in the sale of Things Remembered, a specialty retailer of personalized giftware for all celebratory occasions, to Madison Dearborn Partners, a Chicago-based private equity firm; and advised Cequel Data Centers, a data center operating company, managed by an affiliate of Cequel III and owned by Cequel III and a consortium of private equity firms, in acquiring TierPoint, a provider of collocation, managed IT and cloud computing services in the Pacific Northwest. San Diego-based Carl Sanchez chairs the global M&A practice. Atlanta-based Phillip Street and counsel Craig Smith arrived from Kilpatrick Townsend & Stockton; Street focuses his practice on healthcare and life sciences transactions; and Smith focuses his practice on the representation of private and non-profit clients in the healthcare, and health and life sciences, industries. New York-based Latin American M&A experts Aturo Carrillo, Michael Fitzgerald, Taisa Markus and Joy Gallup joined from Dewey & LeBoeuf LLP.

Bingham McCutchen LLP is an ‘excellent all-round firm’. The M&A team represented Kayak Software Corporation in its approximately $1.8bn sale to Priceline.com; advised AIG Advisor Group in the pending acquisition of Woodbury Financial Services, a registered broker-dealer, from Hartford Life and Annuity Insurance Company; acted for The Toronto-Dominion Bank, and TD Bank, on the sale of TD Insurance to USI Insurance Services, a portfolio company of Goldman Sachs Capital Partners; and acted for Celanese Corporation, a global technology and specialty materials company and a global leader in emulsion polymers, in the acquisition of certain assets from Ashland, including two product lines, Vinac® and Flexbond®, which will support the strategic growth of the Celanese emulsion polymers business. The practice also represented NetLogic Microsystems in its $3.7bn sale to Broadcom, a designer and developer of semiconductors for wired and wireless communications; advised Tempur-Pedic International in its $1.3bn acquisition of Sealy Corporation; acted for Witt Associates, a portfolio company of Juggernaut Capital Partners, in its merger with O’Brien’s Response, a wholly owned subsidiary of SEACOR Holdings; and advised Citrix in its acquisition of Zenprise, a leading innovator in mobile device management. Boston and New York-based John Utzschneider is a ‘very bright and responsive strategic thinker, and has broad knowledge’. Michael Conza, in Boston, James Loss in Orange County, David Robbins, in Los Angeles, and New York-based Kevin Sheridan Jr are recommended. Jeffrey MacDonald joined the Hartford office from Dewey & Leboeuf LLP; and Joshua Dean arrived in Orange County from Manatt, Phelps & Phillips, LLP.

Chadbourne & Parke LLP is ‘very flexible about staffing a deal in accordance with the needs and size of the deal. The level of responsiveness we get from the firm’s attorneys is phenomenal, and they have good knowledge of the latest terms and issues, which they combine with a deep knowledge of our company’. The firm’s M&A practice is deeply entrenched in the energy market, drawing on the expertise of its lawyers in energy, and the firm’s project finance practice; its New York lawyers regularly advise Latin America clients on cross-border M&A; it has increasingly represented emerging companies in the technology sectors; and has a strong family office practice. The team represented TPF Generation Holdings, an affiliate of Tenaska Capital Management, which acquires, manages and operates natural gas-fired power plants, in the sale of its 800 megawatt Rio Nogales, combined-cycle, natural gas-fired power plant in Seguin, Texas, to CPS Energy, a municipal utility in San Antonio; acted for San Juan Cable, the largest cable company in Puerto Rico, in its sale to a subsidiary of Liberty Global, and investment funds affiliated with Searchlight Capital Partners; advised Geopark Holdings, the Latin American oil and gas exploration, and production company, in connection with its acquisition of Hupecol Cuerva, a Delaware limited liability company and affiliate of Houston American Energy Corporation; represented Toms King Holding and affiliates, which are controlled by a family office, in the acquisition of 56 Burger King stores in the US, the transaction structured as separate acquisitions of the operating stores and underlying real estate, and featuring unique, equity tracking interests, as part of the corporate and tax structure; and advised ORBCOMM in the acquisition of substantially all of the assets of Par Logistics Management Systems Corporation, a subsidiary of PAR Technology Corporation. In New York, Allen Miller is the corporate department practice leader; and Marc Alpert is public companies group leader; Alpert is a ‘great deal lawyer and a good relationship manager. His judgment is excellent, and he always finds a surprising, new way to add value to a deal’. Other key New York contacts include Charles Hord III, Edward Smith, Charles Hord III,Kevin Smith and Sey-Hyo Lee. Amy D’Agostino and Clara Krivoy were promoted to the partnership; and Kessar Nashat was made counsel.

Fulbright & Jaworski LLP is ‘more pragmatic in its approach to the delivery of M&A legal services than other firms from my experience. It doesn’t overstaff the project or charge me for unnecessary or inappropriate time or expenses, and is always looking for the most cost-and-time-efficient way to achieve the objective, without sacrificing the quality of service’. The firm’s clients benefit from the firm’s global network, and its corporate lawyers’ service span many industries, including energy, healthcare, financial services, insurance, software and hardware, biotechnology, telecommunications, information technology, transportation, business services, retail, computer services, chemical, manufacturing and consumer products. The practice represented London-based Smith & Nephew, Europe’s largest manufacturer of artificial hips and knees, in its acquisition of Healthpoint Biotherapeutics for $782m, the acquisition allowing Smith & Nephew to expand its offerings of wound-care treatments and enter the $1bn market for bioactive wound healing; and acted for PhyServe Holdings in connection with its merger with an affiliate of Texas Health Resources (Texas Health) and the transfer of assets and liabilities of Medical Edge Healthcare Group to an associated entity of Texas Health, the transaction representing one of the largest physician practice acquisitions since the adoption of National Healthcare Reform, and involved sophisticated corporate, securities, tax and regulatory issues. The team also represented Brink’s Home Security Holdings (aka Broadview Security) in connection with its sale to Tyco International, the cash and stock merger valued at $2bn and joining ADT Security Services, the largest home security company in the US and a subsidiary of Tyco, with Brink’s Home, the second largest security company in the US; assisted Delek US in the acquisition of Lion Oil Company, which included a crude oil refinery and three products terminals; and represented Thomas Russell, a company specializing in the design, engineering, fabrication and start-up of skid-mounted, modular packaged plants systems for the recovery and upgrading of natural gas liquids, in the $525m sale of a 70% stake in the company to Honeywell UOP, with the right to acquire the remaining 30% stake at a price based on future operating income performance. Dallas-based Thomas Hughes is corporate, banking and business department head; and Glen Hettinger’s ‘level of service, regarding corporate and M&A matters, has been exceptional’. Daryl Lansdale Jr, in San Antonio, and Houston-based David Peterman are experienced practitioners. On 1st June 2013, the firm will merge with Norton Rose LLP to become Norton Rose Fulbright.

King & Spalding LLP represents sellers, purchasers, target companies and financial advisors in all types of domestic and international transactions, including acquisitions of stock and assets, divestitures of stock and assets, tender offers, LBOs, hostile takeover defenses, proxy contests, corporate governance advice, private equity, and joint ventures/strategic alliances. The firm’s attorneys have also developed a range of industry expertise in specific areas, including aerospace and defense, climate change, consumer products, energy and natural resources, healthcare, insurance, manufacturing, pharmaceutical, biotechnology and medical devices, retail and restaurants, sports, media and entertainment, technology, telecommunications, transportation, and logistics. Highlights included acting for Arcapita Bank BSC (c) in connection with the $630m sale of 90% of the Sunrise III joint venture, the owner of 29 senior living facilities in the US, to Sunrise Senior Living and CNL Lifestyle Properties; representing EarthLink in connection with its $516m merger with ITC^DeltaCom, one of the largest providers of integrated communications services in the Southeast; and assisting Haddington Ventures in connection with its $540m sale of equity interests in Port Barre Investments (d/b/a Bobcat Gas Storage) to Spectra Energy Corporation. The team also advised Sprint Nextel (Sprint) in its definitive agreement with Clearwire Corporation, in which Sprint will acquire the approximately 50% stake in Clearwire that it does not currently own, equating to a total cash payment to Clearwire shareholders, other than Sprint, of $2.2bn.

Schulte Roth & Zabel LLP has offices in both New York and Washington DC. The practice regularly represents clients on billiondollar-plus M&A deals, in addition to smaller-sized transactions, with many of the transactions being cross-border deals. The M&A practice is especially well known for distressed acquisitions and the private equity group represents several of the most active private equity and hedge funds, and their portfolio companies, in a variety of deals. The team represented Cerberus Capital Management in its $950m acquisition of 53% of AT&T’s Yellow Pages - Advertising Solutions and AT&T Interactive Businesses, and associated recapitalization; advised Charming Shoppes, the parent company of three, nationwide women’s apparel retailers - Lane Bryant, Catherines Plus Sizes and Fashion Bug - on its $890m cash sale to Ascena Retail Group; and acted for Morton’s Restaurant Group (Morton’s) in its completed sale to affiliates of Tilman J Fertitta (Fertitta), pursuant to which Fertitta launched a tender offer to acquire all of Morton’s outstanding common stock, with the expectation that it would acquire all non-tendered shares in a second-step merger, to be consummated, substantially, with the tender offer’s completion. The practice also advised private equity firm, Pouschine Cook Capital Management, on the $175m sale of its North Carolina-based portfolio company, Doe & Ingalls Management, a premium provider of specialty production chemicals and customized, supply-chain services to the life sciences and microelectronics industries, to Thermo Fisher Scientific, which serves the scientific, pharmaceutical and health care communities; and represented Levine Leichtman Capital Partners in its acquisition of privately-held, lawn care company Lawn Doctor, a franchiser of residential lawn care businesses and operator of 460 independently-owned franchise locations that offer lawn, tree, and shrub and pest control services. M&A group chair Marc Weingarten, Stuart Freedman and David Rosewater are key contacts.

Willkie Farr & Gallagher LLP’s attorneys have specific expertise in industries such as insurance, asset management, pharmaceuticals and biomedical devices, REITs, and communications. The team acted in connection with Aviva’s agreement to sell Aviva USA Corporation, its US life and annuities business, and related asset management operations, to Athene Holding; and advised Warburg Pincus in its acquisition of JHP Pharmaceuticals, a fully integrated, specialty pharmaceutical company, from JHP Holdings, majority-owned by Morgan Stanley Principal Investments; and acted for Brookfield Asset Management in the acquisition of GGP Warrants from Pershing Square. New York-based David Cosgrove joined from Bingham McCutchen LLP.

Winston & Strawn LLP’s ‘legal teams are extremely responsive, knowledgeable regarding the relevant law and their clients’ businesses, and practical in their advice; and they act as our partners to get deals done’. The practice stands out for its ability to combine corporate/M&A and regulatory advice. Key mandates for the firm included representing Guggenheim Partners, as co-counsel, in connection with the $2.15bn acquisition of the Los Angeles Dodgers by Guggenheim Partners and Magic Johnson, the purchase price being the largest ever for a professional sports franchise, and including the purchase of a 50% interest in the property surrounding Chavez Ravine and stadium parking lots; acting for Motorola Solutions in connection with the repurchase of 23.7m shares of common stock from Carl Icahn, as part of a $3bn share repurchase program; acting for Star Atlantic Waste Holdings II in connection with its announced agreement to purchase Veolia ES Solid Waste from Veolia Environmental Services North America Corporation, pursuant to which Star Atlantic will combine its existing investments in Advanced Disposal Services and Interstate Waste Services with the acquired Veolia operations, the combined business operating as Advanced Disposal Services, the largest privately owned environmental services business in the US; advising Beam in connection with its $605m acquisition of the Pinnacle Vodka and Calico Jack Rum brands from White Rock Distilleries, the purchase involving the purchase of substantially all of the assets of White Rock Distilleries; and acting for NGL Energy Partners in connection with its $693m merger with High Sierra Energy, a Colorado-based limited partnership whose three core business segments are crude oil gathering, transportation, and marketing, water treatment, disposal, recycling, and transportation, and natural gas liquids transportation and marketing. Other highlights included acting for X-Rite in the $478m sale of the company to Danaher Corporation, pursuant to a tender offer and subsequent merger; advising The Martin-Brower Company (Martin-Brower) in connection with the $400m acquisition of Keystone Foods’ distribution and logistics businesses in North America, Europe, the Middle East, and Asia Pacific from Marfrig Alimentos, resulting in Martin-Brower now becoming McDonald’s largest distributor worldwide; and acting for Silgan Holdings, a supplier of rigid packaging for consumer goods products, in connection with its acquisition of Rexam’s plastic thermoformed food business. Chicago partner Oscar David leads the firm’s M&A practice, which also includes former corporate practice chair, Steven Gavin, and seasoned deal lawyers Robert Wall and Bruce Toth, supported by Gregory Bynan, Brian Schafer and Matthew Bergmann. David is an ‘exceptional lawyer and business partner; he is always extremely responsive, combines depth of legal knowledge with a practical, solution-oriented approach, and his ability to build strong personal relationships is excellent. Matthew Costigan is an ‘exceptional M&A partner’; and a prominent private equity buyouts practice is led by New York-based Bradley Vaiana and Brian Kozlowski in Chicago. Recently, Robert Rawn joined the New York office from Bryan Cave LLP; and James Faley Jr arrived in the Chicago office from Kirkland & Ellis LLP; Faley has structured, negotiated, documented, and closed a variety of transactions, ranging in size from several million dollars to over $1bn. Todd Bloomquist left to join client Beam, as associate general counsel; Derek Linde went in-house with client Illinois Tool Works, as associate general counsel; and Terrance Brady exited for client Underwriters Laboratories, as general counsel.

Akin Gump Strauss Hauer & Feld LLP’s M&A team has decades of experience representing many of the world’s most prominent public and private companies, and investment funds, as well as private investors and boards of directors, including special committees, in complex mergers, acquisitions, dispositions, joint ventures, partnerships and other business combinations. In addition, the core M&A team is supported by the firm’s debt finance, tax, executive compensation and employee benefits, labor, IP, real estate, environmental, antitrust, regulatory and policy practitioners. The practice served as legal advisor to SunPower Corporation, in the sale of its 579-megawatt Antelope Valley Solar Projects, two co-located solar power plants in California’s Kern and Los Angeles counties, to MidAmerican Solar; acted for private equity firm, Rizvi Traverse Management, in its acquisition of a majority stake in music performance-rights company, SESAC, for approximately $600m; and advised oil and gas production company, Gulfport Energy Corporation, in its $372m acquisition of additional working interests in the Utica Shale in eastern Ohio.

At the end of March 2013, SNR Denton merged with Canadian law firm Fraser Milner Casgrain LLP and European firm Salans, with the new firm known as Dentons. The US lawyers have a decades long, track record of successfully and efficiently closing M&A and buyout transactions. The practice routinely represents both strategic and financial buyers and sellers in their transactional activities; and its clients, which include Fortune 500 and middle-market companies, fund sponsors and other investors, benefit from the firm’s integrated platform of services, including tax, employee benefits and executive compensation, IP and regulatory specialists. Washington DC-based global chair Joseph Andrew focuses on M&A in relation to regulated companies; and Michael Froy, in Chicago, heads the Chicago corporate and business transactions practice. Froy’s work, on behalf of manufacturers and regulated businesses, such as energy, healthcare and insurance, has been particularly noteworthy. His representative M&A experience includes advising Fresenius in its $500m sale of dialysis services assets to a private equity buyer.

Fenwick & West LLP is ‘well known for coming up with creative solutions, and the M&A team is strong and never over-staffed, something I have seen on the other side of deals’. The practice is best known for its representation of technology, internet, life sciences, software, hardware, semiconductor, gaming and digital media companies, and has particular depth of experience in representing serial acquirers of technology companies, such as Cisco Systems (Cisco), for whom it has completed over 100 acquisitions over the last ten years. Recently, the practice advised Cisco in its acquisition of NDS Group, a provider of video software and content security solutions, paying approximately $5bn, including the assumption of debt and retention-based incentives. Other highlights included acting for SuccessFactors in its $3.4bn sale to SAP America, a subsidiary of SAP, with the acquisition adding SuccessFactors’ team and technology to SAP’s powerful cloud assets, and accelerating SAP’s momentum as a provider of cloud applications, platforms and infrastructure; and advising Facebook in its headline, $1bn acquisition of popular photo-sharing site, Instagram, marking Facebook’s largest acquisition to date. It also advised SonoSite in its $995m sale to Fujifilm Holdings, a US subsidiary of medical imaging technology leader, Fujifilm, through an all-cash tender, followed by a second-step merger, as part of a strategy to strengthen its life sciences business, so as to meet the growing demand from aging populations in Japan and the US. San Francisco-based Douglas Cogen and David Healy, in Mountain View, are the co-M&A chairs. Cogen has ‘deep experience in M&A, provides excellent practical business advice, and is very responsive’.

Hughes Hubbard & Reed LLP acts in the full range of M&A transactions, including auction bids, financings, going privates, hostile takeover bids, joint ventures, LBOs, minority investments, open market purchase programs, poison pills, charter and bylaw amendments, proxy fights, restructurings, sales of control, spin-offs, and stock acquisitions. The practice’s M&A clients include public and private companies, acquirers, targets, boards of directors, independent director committees, management buyout groups, subordinated lenders and private equity funds, hedge funds and financial sponsors; and its industry experience includes pharmaceutical, industrial, media, and consumer products companies, in addition to financial services entities, accounting firms, airlines and utilities. Key deals included representing Wafra Investment Advisory Group in its $1bn investment in Triple Point Capital, the investment being trumpeted as the largest ever by one company into the venture leasing and lending sector; acting for Japanese-themed restaurant chain, Benihana, in its agreement to be acquired by private equity firm Angelo, Gordon & Co for $296m; and acting for Merck to end its 22-year partnership with Johnson & Johnson to develop, market and distribute certain over-the-counter products in the US and Canada, when Merck sold its half of the pharmaceutical joint venture for $175m. It also advised the owners of The New Republic, in its sale of a majority stake in the Washington-based magazine to Chris Hughes, a co-founder of Facebook. Deputy M&A chairs Kenneth Lefkowitz and James Modlin are recommended advisers. Charles Samuelson, Candace Beinecke and Avner Ben-Gera are also praised.

K&L Gates’ corporate transactional client base includes large multi-national corporations, emerging growth and middle-market companies, and a full range of market participants that include private equity firms, investment banks, lenders, and other financial institutions. Seattle-based Annette Becker advised Microsoft Corporation in its disposition of certain assets of its Amalga health solutions business; and acted for Merrill Gardens in its combination sale and joint venture with Health Care REIT; Dallas-based Wilson Chu’s practice focuses on US and cross-border M&A, joint ventures and other strategic transactions, for clients ranging from Fortune 500 serial acquirers to private equity funds, to high-growth, high-profile technology companies in the US and abroad. Other industries in which Chu has experience include the automotive, cable TV, energy and natural resources, entertainment, financial services, fitness, healthcare, insurance, and real estate sectors. He also has significant expertise in cross-border deals that involve the Asia-Pacific region.

WilmerHale’s lawyers are ‘true business partners, who we count on to solve problems, not just identify them. Their customer service basics - response times, availability and flexibility - are outstanding, and they have deep subject matter experts in every area that we’ve needed’. The corporate practice serves public and private companies, investment banks, venture capital funds, families, and individual entrepreneurs, routinely handling mergers, stock and asset acquisitions and dispositions, tender and exchange offers, corporate auctions, acquisitions of troubled companies, corporate reorganizations and restructurings, joint ventures, proxy contests, leveraged and management buyouts, and spin-offs. The team advised Rhythmia Medical in its sale to Boston Scientific; acted for Sonus Networks in the acquisition of Network Equipment, a public company; represented Modiv Media, a mobile commerce platform, in its sale to Catalina Marketing; acted for HMS Holdings Corporation, a public company, in the $400m acquisition of HealthDataInsights, both companies operating in the healthcare technology and payment services business; and assisted American Dental Partners’ special board committee in the $400m LBO of American Dental Partners by JLL Partners. The group also advised TARGUSinfo, a provider of real-time information and analytics, including caller identification services, in its sale to Neustar; acted for State Street Corporation in its acquisition of Pulse Trading, a full-service, agency brokerage firm; and advised CashEdge, a provider of consumer and business payments technologies, in its sale to FiServ, a global provider of financial services technology solutions. Massachusetts-based Mark Borden chairs the corporate practice group; Hal Leibowitz is vice chair of the transactional department; Waltham and Boston-based Lia Der Marderosian is vice chair of the corporate practice group; and Jay Bothwick co-chairs the M&A practice group. In New York, Steven Singer chairs the transactional department and co-chairs the life sciences group; and Jennifer Berrent and Knute Salhus are also key contacts. In Columbia, Stephanie Evans is vice-chair of the corporate practice; John (Jay) Watkins, Mark Dewire, Michael Levitin and Thomas White are rated advisers. In Palo Alto, Peter Buckland is vice-chair of the corporate practice and Joseph Wyatt is a key attorney. Robert Finkel joined the firm’s New York office from Dewey & LeBoeuf LLP; and Glenn Luinenburg and Daniel Zimmermann arrived in the Palo Alto office from Wilson Sonsini Goodrich & Rosati and Dentons respectively.

Akerman Senterfitt is ‘responsive, efficient, and provides the highest quality work’. The firm has a national M&A practice that has a focus on middle-market transactions, handling complex private equity and M&A work on both the buy and sell-side, its team serving clients across the US, Latin America and the Caribbean, from offices in New York, Florida, and Washington DC. The firm acts in transactions across a range of industries, with a particular focus on the financial services, healthcare, restaurant, and automotive sectors. Recent highlights include acting for The Comvest Group in the acquisition of Tekelec, a telecommunications company, the deal valued at $780m; representing AutoNation, the largest vehicle retailer in the US, in the pending acquisition of six stores in Texas, which - with $575m in sales per year - marked the largest acquisition of US dealerships in a decade; advising Swisher Hygiene, a NASDAQ and TSX-listed company that provides hygiene and sanitation solutions to customers throughout North America and internationally, in its $123.5m sale of the voting securities of Choice Environmental Services, its waste collection and recycling subsidiary; acting for Inversiones Productivas of Guatemala, the country’s leading Coca-Cola bottler for more than 60 years, in the sale of the company’s bottling business to The Coca-Cola Company; and advising First Citizens Bank - Bank of Butterfield (Barbados) in its acquisition from Bank of NT Butterfield (Bermuda) of Bank of Butterfield (Barbados), including all of Butterfield’s operations in Barbados. Miami-based Martin Burkett and Carl Roston co-chair the M&A mergers and private equity practice. Also in Miami, Mary Carroll is the chair of the national corporate practice group, and Jonathan Awner is ‘extremely competent, creative and responsive; he is one of the top corporate and M&A attorneys around, and is a pleasure to deal with’.

In January 2012, Arnold & Porter LLP and Howard Rice Nemerovski Canady Falk & Rabkin PC (Howard Rice) completed the combination of their two firms, the combination substantially expanding Arnold & Porter LLP’s West Coast presence and providing Howard Rice’s clients with national and international capabilities, and a broader range of services. The firm is especially known for its regulatory law expertise, with its corporate attorneys having in-depth knowledge of regulated industries, such as financial services and defense, and it has a long history of advising Latin American governments and ministries of finance in financial transactions, and related issues and undertakings. The practice advises US and international companies, and private equity and venture capital funds, in complex, domestic and cross-border merger, acquisition, and divestiture transactions, including public company mergers, strategic acquisitions and divestitures of private companies, and LBO deals, and the firm’s 100 corporate transactional lawyers work with colleagues in areas such as tax, financial institutions, antitrust, telecommunications, IP, real estate, employee benefits, government contracts, food and drug law, environmental law and bankruptcy. The team represented State Bancorp, a publicly traded company, in its acquisition by Valley National Bancorp, also a publicly traded company, in an all stock transaction; acted for Aurora Bank in its sale of substantially all of its assets in eight separately negotiated transactions; advised Japan-based Asahi Kasei Pharma Corporation in its acquisition of US-based Artisan Pharma, a drug maker that is focused on treating blood clotting disorders, the renamed company, Asahi Kasei Pharma America Corporation, serving as a base for the development and commercialization of ART-123, a human thrombomodulin, which is being developed for the treatment of disseminated intravascular coagulation in sepsis and deep vein thrombosis; and represented longstanding client, Apple Bank, in negotiating the assumption of approximately $3.3bn of deposits, and the acquisition of 30 branch office locations, from Emigrant Bank, the transaction being the largest deposit acquisition in the greater New York City area since 1995. Washington DC-based Kevin Lavin heads the corporate and securities practice; and Steven Kaplan, Andrew Varner and Paul Freshour are experienced attorneys. Washington DC and Northern Virginia-based Robert Ott, Edward Deibert, in San Francisco, San Francisco and Silicon Valley-based Ronald Star, New York-based Robert Azarow, David Berg, and Northern Virginia-based Steve Parker are also key contacts. In February 2013, Joshua Berick arrived in the New York office from Linklaters LLP, and in October 2012, senior counsel Richard Millard joined the corporate and securities practice in the San Francisco and Silicon Valley offices from DLA Piper. Berick has successfully handled a number of multibillion-dollar transactions for global companies that are known for their presence in the oil and gas, power, alternative energy and other infrastructure industries. Millard is well known in Northern California’s technology industry, and has represented numerous companies, boards, investors, investment banks and financial institutions in corporate transactions worldwide.

Edwards Wildman Palmer LLP advises its clients on all aspects of a transaction, including structural, regulatory, securities, financing, tax, benefits, employment, corporate governance and antitrust issues. The practice’s representative experience includes acting for Bank of America in the sale of its Special Fiduciary Services business to Evercore Partners; advising QBE Insurance Group in its $565m acquisition of crop insurer, NAU Country Insurance; advising PDR Network in its sale of NexCura to The Oncology Portal, a subsidiary of US Oncology; and advising Core Optics, a designer of digital signal processing telecommunications solutions for high-speed optical networking applications, in its sale to Cisco Systems. Chicago-based John Eisel co-chairs the business law department. Eisel acts as lead counsel to several private equity companies and corporate clients, his notable experience including the representation of MVC Capital, a NYSE-listed business development company, in over 30 transactions.

Faegre Baker Daniels’ Minneapolis-based Bruce Engler heads the firm’s M&A practice, and Chris Hofstad leads the corporate group. The practice recently represented Black Hills Corporation in the sale of its energy marketing business; acted for Circle K Stores in relation to the acquisitions of approximately 750 convenience stores; advised the City of Indianapolis in the sale and transfer of the City of Indianapolis water and wastewater utilities to Citizens Energy Group; and acted for Goldner Hawn Johnson & Morrison in its sale of Remmele Engineering to RTI International Metals, a global supplier of advanced titanium mill products and fabricated components. The team also represented Graco in an agreement to acquire the global finishing businesses of Illinois Tool Works, a manufacturer of liquid and powder finishing technologies, for $650m; acted for HB Fuller Company in an agreement to acquire the global industrial adhesives business of Swiss company, Forbo Group, for $394m; and advised Molson Coors International in its recent $3.35bn acquisition of StarBev.

Operating in small, efficient teams’, Freshfields Bruckhaus Deringer LLP’s ‘attorneys are dedicated to their clients, quick to understand our goals and concerns, and are always available when we need them. They are also very knowledgeable, hardworking and driven to providing good service and constructive solutions’. The US corporate group has developed a niche expertise in the US market, and is best known for its work in cross-border and multi-jurisdictional, public and private acquisitions for strategic and financial sponsor clients, with assets located around the world. The practice advised New York Life Insurance on the sale of its 26% stake in Max New York Life, India’s fourth largest private life insurance company, to MS&AD Insurance Group Holdings, a Japan-based global insurance company, marking the second largest Indian insurance deal in history; and acted for ASSA ABLOY in its purchase of Albany International Corporation’s global door systems business, the transaction valued at $130m; assisted Swiss Re on its investment in WRM Holdings (Osprey), representing a significant investment in WRM’s US-based specialty property casualty insurance services company; acted for Advent International, a global private equity firm, on the $1.15bn acquisition of the Coating Resins business of Cytec Industries; and advised EQT Infrastructure II, an infrastructure investment fund managed by EQT, a private equity group in Northern Europe, in its $419m acquisition of Westway Group, the New Orleans-based, global provider of bulk liquid storage and liquid animal feed supplements. Mega deal instructions included advising Goldman Sachs, as financial advisor to Tyco, in connection with the merger of Tyco’s flow control division with Pentair, the transaction structured as a Reverse Morris Trust and involving Tyco spinning its flow business into an independent company, which will be merged with Pentair, creating a new, standalone, combined public entity. New York-based Matthew Herman is ‘very experienced, sensible and commercial’. Julian Pritchard has longstanding experience in the Japanese market, and is an ‘outstanding lawyer. He is extremely experienced and diligent, always watching out for our interests, and very commercially minded, bringing much more to the transaction than technical legal advice’. Timothy Wilkins and Matthew Jacobson are also key contacts. Doug Bacon was promoted to partner. Bacon is a ‘good negotiator, and has exceptional, technical expertise and excellent business sense. He always strives to provide balanced and solutions-oriented advice’.

Jenner & Block LLP’s lawyers regularly represent the Fortune 500, smaller public and private companies, private equity investors, special committees, financial advisors, ESOP trustees, institutional investors, and other parties, in all types of domestic and cross-border merger and acquisition activities, including acquisitions, divestitures, spin-offs, MBOs, LBOs, proxy contests, going-private transactions and reorganizations. Chicago-based Thomas Monson and Michael Wolf co-chair the firm’s M&A practice. Monson has represented public and private companies in mergers, stock and asset acquisitions and divestitures, LBOs, venture capital transactions, restructurings, and joint ventures. Wolf has represented private equity and strategic buyers and sellers in connection with a wide variety of transaction structures across a broad array of industries, including the aerospace and defense, airline, automotive, consulting, consumer products, financial services, laboratory services, medical equipment, manufacturing, software, steel and telecommunications industries.

Linklaters LLP recently advised WellPoint, one of the nation’s largest health benefits companies, on its pending $4.9bn acquisition of Amerigroup Corporation, an NYSE-traded, Fortune 500 company that is focused on meeting the health care needs of financially vulnerable Americans; acted for Deutsche Börse in connection with its pending business combination with NYSE Euronext, the combination valued in excess of $10bn; assisted New York Life, the largest mutual life insurer in the US, on the $425m sale of its Hong Kong and South Korean life insurance operations to Swiss insurer, ACE; represented ASSA ABLOY in the sale of Lorentzen & Wettre, the transaction structured as a fast-track process, with limited warranties and a limited purchase price adjustment mechanism; and advised the shareholders of Celfin Capital, the Chilean investment bank, in the acquisition of the bank by Banco BTG Pactual, in its first high-profile, cross-border merger in the investment banking sector. Scott Sonnenblick is an experienced attorney. Key departures were Daniel Dufner returning to White & Case LLP; and Joshua Berick joining Arnold & Porter LLP.

Reed Smith LLP represents public and private, buy and sell-side clients, with particular emphasis on the financial, energy and national resources, life sciences, health, music and entertainment industries. The team advised Heckmann Corporation in relation to several acquisitions and a divestiture, including its merger with Badlands Energy, doing business as Power Fuels, the largest environmental services company in the Bakken Shale area in North Dakota, a US unconventional shale oil basin; and its publicly announced acquisition of Thermo Fluids. The practice also acted for KA Steel Chemicals, a distributor of caustic soda in the US, in relation to its stock sale, via auction process, to Olin Corporation, a public company based in Missouri; advised Pittsburgh-based retailer, Dick’s Sporting Goods, in its strategic investment in JJB Sports, a UK sporting goods retailer that has more than 180 stores in the UK and Ireland; and represented American Water Works Company with its agreement to sell 100% of the stock of two of its wholly owned subsidiaries that provide regulated water and wastewater services in Arizona and New Mexico, to a wholly owned subsidiary of EPCOR Utilities. Paul Jaskot, in Philadelphia, and Chicago-based Seth Hemming are recommended.


M&A: middle-market (sub-$500m)

Index of tables

  1. M&A: middle-market (sub-$500m)
  2. Leading lawyers

Leading lawyers

At ‘consistently impressive law firmCahill Gordon & Reindel LLP, the M&A practice’s recent highlights include advising Ascend Health Corporation, a private psychiatric hospital provider that has nine - owned or leased - freestanding, psychiatric inpatient facilities, which are located in five states, in the completion of its $522m sale to Universal Health Services, one of the nation’s largest hospital companies operating, through its subsidiaries, behavioral healthcare facilities, acute care hospitals and ambulatory centers throughout the US, Puerto Rico and the US Virgin Islands. The team also acted for SP Newsprint, and related entities, in obtaining approval of the sale of substantially all of their assets, under section 363 of the Bankruptcy Code, to an entity, owned by SP Newsprint’s pre-petition lenders, and negotiating a settlement with such lenders and the official creditors’ committee; represented Broadridge Financial Solutions, in the sale of its wholly owned, broker-dealer subsidiary, Ridge Clearing & Outsourcing Solutions, to Apex Clearing Holdings, a new entity formed by Penson Financial Services, the US broker-dealer subsidiary of Penson Worldwide and PEAK6 Investments; and advised Lorillard in its $135m cash acquisition of all of the assets of blu ecigs, an electronic cigarette company. New York-based Helene Banks, James Clark, William Hartnett, Jonathan Mark, and Michael Sherman are recommended. John Schuster is a leading individual; ‘he is an asset to have acting on your behalf in relation to key M&A transactions, and a very competent negotiator’. Schuster has represented acquiring companies, acquired companies, lenders and financial advisors, in connection with the acquisitions and dispositions of public and private companies, and has defended public companies against tender offers and proxy contests.

Choate, Hall & Stewart’s ‘capable and determined practice’ recently advised Chase Corporation in the acquisition of NEPTCO Holdings, its largest competitor, and the related acquisition financing from Bank of America; represented the acquiring company, a publicly-held registered bank holding company, in its acquisition of another publicly-held bank holding company; acted for Avid Technology in the sale of a consumer audio products and video editing product line; and advised Riverside Partners, and its portfolio company IZI Medical, in connection with IZI Medical’s sale to Landauer. Other highlights included serving as lead counsel to New Heritage Capital, and its portfolio company Centra Industries, in connection with the CAD$275m sale of Centra to PCC; and advising Altaris Capital Partners and Galen Partners in the acquisition of International Medical Group, a provider of offshore health insurance, from Regents Bank. William Asher Jr, Laurence Naughton and Frederick Callori are rated. T J Murphy is also a well regarded attorney. Murphy’s representative engagements include advising in relation to a cross-border $275m sale of a life sciences company; a $225m sale of an information technology business; a $95m growth equity investment in a technology company; a $17m growth equity investment in a healthcare services business; and a $20m cross-border, growth equity investment in a software company. Gerald Quirk, who advises life sciences clients on corporate matters, arrived from Infinity Pharmaceuticals, where he was the vice president of corporate affairs; and general counsel Brian Carr joined the State Street Bank and Trust Company.

Dorsey & Whitney LLP’s ‘esteemed M&A group’ works with clients that range from well-known multinationals expanding their global brands, to family-owned businesses executing exit strategies. The team represented Jobs2Web, a private company located in Minneapolis that provides online job marketing and advertising services to employers, in its $110m sale to California-based SuccessFactors, the transaction a cash deal in the form of a reverse triangular merger; and acted for Synovis Life Technologies, a diversified medical device company that develops, manufactures and markets medical devices for the surgical treatment of disease, in its $325m sale to Baxter International, which, through its subsidiaries, develops, manufactures and markets products that save and sustain the lives of people with hemophilia, immune disorders, infectious diseases, kidney disease, trauma, and other chronic and acute medical conditions. The practice also assisted Best Buy, in its $167m purchase of mindSHIFT® Technologies, a private company that provides managed services, which relate to information technology infrastructure for small and mid-sized businesses; and represented IntegraMed America, a health services provider that develops markets and manages specialty healthcare facilities in the fertility and vein care markets, in its $169.5m sale to Sagard Capital Partners, a private investment fund. Minneapolis-based Matthew Knopf is the M&A practice group head; Timothy Hearn, John Marsalek, Christopher Bercaw and Robert Rosenbaum are rated advisers in Minneapolis; and Steven Khadavi is a key contact in the New York office.

Goodwin Procter LLP has a ‘unique team of specialists that subsume their personal egos to what is good for the client, and work as a multidisciplinary responsive team to achieve the client’s personal and professional goals’. The Boston office is the principal driver behind the firm’s nationwide expertise, although strength also resides in the New York, Californian, and Washington DC offices. The group is known for its expertise in M&A transactions in the technology, life sciences, real estate, banking, and private equity sectors. The team advised Lepage Bakeries in its $370m sale to Flowers Foods; acted for Teva Pharmaceuticals in the up-to $145m sale of its animal health business to Bayer Healthcare; represented Admeld in its $400m sale to Google; and advised Brookline Bancorp on a number of M&A deals, most recently advising it in relation to its $234m acquisition of Bancorp Rhode Island. Large deal highlights included representing ZOLL Medical, a manufacturer of innovative resuscitation and critical care devices, and related software solutions, in relation to its $2.2bn sale to Asahi Kasei, the Japan-based, diversified chemical manufacturer, with businesses in the healthcare, chemicals and fibers, homes and construction materials, and electronics sectors; and advising DST in its increased investment in Alibaba, which was part of a series of transactions that were valued at $7.6bn, including Alibaba’s $7.1bn share repurchase from Yahoo!. The ‘outstandingly skilled and reliable’ Mark Bettencourt, in Boston, chairs the business law department and Joseph Johnson III chairs the M&A/corporate governance practice. In Boston, Mark Burnett is a senior partner in the firm’s private equity group, and represents numerous private equity firms in connection with their buyouts and investments in portfolio companies; and Washington DC-based James Hutchinson is a leading partner in the private equity group, and has acted in multiple buyout transactions for leading private equity funds. Boston-based Stuart Cable is ‘in my opinion, without a doubt the finest M&A attorney in the US. His intellect, insight, experience, sensitivity to clients, and responsiveness are unparalleled’. Menlo Park-based Lawrence Chu joined from Wilson Sonsini Goodrich & Rosati. The firm continued the expansion of its private equity practice, strengthening its group in New York through the addition of seven corporate attorneys from Dewey & LeBoeuf LLP, led by partners Ilan Nissan and Christian Nugent.

Kaye Scholer LLP’s ‘widely regarded and experienced M&A practice’ is headquartered in New York, where the firm has 20 M&A partners, and it also has M&A lawyers in the Los Angeles, Palo Alto, Washington DC and Chicago offices, in addition to Shanghai, Frankfurt and London. The practice is particularly well-known for advising mid-market companies, and private equity firms, on their M&A matters and investments; and companies in the life sciences, technology, media and entertainment, aerospace and defense, and consumer products sectors, in addition to other sectors where the client’s IP is one of its most important assets. The team also assists in complex, cross-border M&A transactions, especially Canadian and European private equity, and pension, funds in relation to inbound acquisition work; on acquisitions and dispositions of distressed businesses and assets that are the subject of insolvency proceedings; and boards of directors and audit, compensation, nominating and special committees, including representing them in going-private, related party and other highly scrutinized transactions. A complementary National Security/CFIUS practice group also strengthens the practice, which is renowned for representing foreign companies in acquisitions that may need CFIUS review. Key deals included acting for Pfizer in its up-to $700m acquisition of NextWave Pharmaceuticals, the developer of Quillivant XR™, the first, once-daily liquid medication that was approved in the US for the treatment of ADHD; advising Novartis on the $1.525bn all-cash transaction purchase, by generics division Sandoz, of specialty dermatology generics company, Fougera Pharmaceuticals; acting for Sundance Holdings Group, along with its equity holders, including longstanding client ACI Capital, in the sale of Sundance to Brentwood Associates; and representing long-established client, Onex Corporation, one of North America’s oldest and most successful investment firms, in its sale of Center for Diagnostic Imaging (CDI) to Insight Imaging for $145m, including the sale and a prior distribution. The team also advised Sandforce, the provider of flash storage processors for enterprise and client flash solutions and solid state drives, in its sale to LSI Corporation, a designer of semiconductors and software that accelerate storage and networking in datacenters and mobile networks, the total deal value being approximately $400m; acted for Bank of America in the two-part sale, along with Barclays, of a combined 53% stake in Archstone to Lehman Brothers Holdings, the transactions together totaling $2.9bn; and acted for Caisse de dépôt et placement du Québec in three transactions in the last year. New York-based Emanuel Cherney and Adam Golden co-chair the corporate department. Lowell Dashefsky represents a variety of domestic and foreign, publicly held and private companies from various industries, concentrating on private equity firms and their portfolio companies, as well as life sciences entities; and special counsel Nancy Fuchs focuses on acquisitions, divestitures, investments and joint venture transactions, with a particular emphasis on cross-border acquisitions and investments, and foreign companies acquiring or investing in the US. Palo Alto-based Diane Holt Frankle continues to excel in advising public and private companies on their M&A and investment activities, concentrating in the technology and biotechnology/medical device sectors; John Fallon Jr joined the New York office from Dewey & LeBoeuf LLP. Fallon has particular experience advising in the life sciences, healthcare, aviation, oil and gas, and real estate sectors.

Kramer Levin Naftalis & Frankel LLP is a ‘premier, mid-market M&A/private equity/buyout practice’. The service is ‘outstanding, but at a mid-market price. It is my go-to firm when a matter needs to be handled competently, securely and within budget’. The group regularly represents clients in contests for corporate control, as bidders, targets and participants in contested proxy solicitations, and co-ordinates with members of its litigation department, acting as plaintiff or defense counsel in contested M&A environments. The team also counsels special board committees that represent public shareholders in interested party transactions; and works closely with the corporate restructuring department, representing both buyers and sellers in sales of assets from bankruptcy estates, including conducting and participating in auctions under Section 363 of the Bankruptcy Code. In strategic deals, the practice acted for Fundtech, in its all-stock merger with financial services software provider, S1 Corporation; advised ConMed Healthcare Management, a NYSE Amex-listed company, in connection with the sale of its outstanding equity to Correct Care Solutions through a negotiated tender offer; acted for Deloitte in private company acquisitions and dispositions; and represented an investor in the $510m takeover sale of Ckx, which owns majority rights for the American Idol and Idol Series, Muhammad Ali, and Elvis Presley. In private equity/sponsor M&A deals, the team represented Quad Partners in its disposition of Star Career Academy to Gemini Partners and Summer Street Capital; and acted for Altitude Capital in the sale of assets from its portfolio company, Digitude, to RPX. In distressed transaction highlights, the practice advised Saint Vincent Catholic Medical Centers, in connection with the negotiations and sales of its extensive array of ongoing patient care programs, which included three separate nursing and rehabilitation homes, two home health agencies, one of New York State’s largest behavioral health hospitals, a cancer care center, an inpatient and outpatient hospice care center, and a managed care program; advised the official unsecured creditors committee in the Capmark Financial Group bankruptcy, in M&A transactional work; and represented the secured lender in the $100m sale of film studio, Albuquerque Studios. Thomas Balliett and Thomas Molner are recommended. Scott Rosenblum is an ‘exceptionally clear thinker’; and Howard Spilko is an ‘excellent transactional lawyer. He is a shrewd negotiator, who can unlock hidden value in a deal, and steer transactions to successful closings with grace’.

Loeb & Loeb LLP is ‘responsive, honest, committed, and totally supportive’. The practice provides a full range of transactional services to primarily middle-market companies, both public and private, in the US and around the globe, the firm’s attorneys handling transactions of all sizes and complexity, from small, routine deals to large, multinational business combinations and corporate financings across a variety of industries. It represents domestic and international buyers, sellers, investors, stockholder groups, boards of directors, special committees, and financial advisers. The practice provided ongoing representation to a special committee of the board of directors of Verint Systems, a provider of analytic software solutions for the security and business intelligence markets, in acquiring its majority owner, Comverse Technology, in an all-stock deal that was valued at $805m; represented Harbin Electric in a $768m management buyout by its chairman and CEO, Tianfu Yang, Abax Global Capital, and certain Abax affiliates; and provided representation to Fushi Copperweld in an announced management buyout by its CEO and Abax Global Capital (Hong Kong). The team also represented Left/Right Productions, a New York-based reality television production company, in the sale of a majority stake of the company to Germany’s Red Arrow International; and acted for Sharp Entertainment, a major reality production company, in its sale to CORE Media Group. David Schaefer is managing partner of the New York office, and chair of the corporate department; Schaefer’s ‘leadership is instrumental in arriving at successful conclusions’. The capital markets chair Mitchell Nussbaum is also a key practice contact. In Los Angeles, Allan Sussman joined from Reed Smith LLP and Chelsea Grayson arrived from Jones Day. Sussman represents private equity investors and activist shareholders in acquisition transactions and control contests; and Grayson’s experience includes advising Cambridge Mercantile Group, a leader in global payments services and foreign exchange, in its acquisition of Global Exchange Group, a division of Fulton Bank, which provides international payment solutions and funds transfer services; and acting for Southern California community television station, KCET, in its merger with non-profit media company, Link Media, to create KCETLink, an independent public media network that is aimed at acquiring, producing and distributing global programming across multiple media platforms.

Squire Sanders’ ‘service is excellent. I never have to worry that deadlines will not be met; potential issues are anticipated; the advice received is always sound; and the depth of the team is invaluable’. The firm boosted its New York office capability with partner hires in Eric Cowan and Glynna Christian from Winston & Strawn LLP, and Avinash Ganatra from Hahn & Hessen LLP; and added to its northern California by recruiting of counsels Thomas Gaynor, who is based in the Los Angeles, Palo Alto and San Francisco offices, and San Francisco and Palo Alto-based Matteo Daste, from Buchalter, Nemer, Fields & Younger. Standing out for its integrated global footprint, the practice has particular deal capability in the diversified industrials, chemicals, healthcare, automotive, and energy and natural resources sectors. Highlights included representing Visteon Corporation in the $92m sale of its automotive lighting business to Varroc Group, a global provider of automotive parts; acting for Compass Group Diversified Holdings in the acquisition of all issued and outstanding equity of Arnold Magnetic Technologies Holdings Corporation, a global manufacturer of engineered magnetic solutions, by AMT Acquisition Corporation, a majority-owned subsidiary of Compass Group Diversified Holdings; acting for Cytec Industries in the $493m acquisition of Umeco, a UK-headquartered provider of advanced composite and process materials; and advising Parlux Fragrances in its merger agreement with Perfumania Holdings, under which Perfumania would acquire all of the outstanding shares of Parlux, the transaction valued at $170m. Large deal mandates included acting as counsel to Venoco’s special committee of the board of directors in connection with its take-private transaction, pursuant to an acquisition of all of the outstanding shares of Venoco by Denver Parent Corporation, a company owned by Venoco’s CEO, Timothy Marquez. In Cleveland, Daniel Berick, Dynda Thomas, Cipriano Beredo III and Laura Nemeth are rated contacts. Donald Hughes, in Columbus, Eric Cowan in New York, Nicholas Unkovic in Palo Alto/San Francisco, and Phoenix-based John Welch and Joseph Crabb are also experienced attorneys.

Sutherland Asbill & Brennan LLP’s M&A practice operates on a national scale, offering a full range of M&A services to clients out of its offices in Atlanta, Washington DC, Houston, and New York. The firm’s practice strengths include acting in the acquisition of publicly held companies and business development companies, as well as energy, insurance and timber-related M&A deals. The team represented The Hartford in the sale of its individual life business to Prudential Financial, the sale of its Woodbury Financial Services subsidiary to American International Group, and the sale of its private placement life insurance business to Philadelphia Financial Life Assurance Company. The practice also represented FCP in connection with its sale of approximately two million acres of timberlands in Washington, Oregon, Ildaho, Louisiana and Minnesota, to Hancock Natural Resources Group and The Molpus Woodlands Group, the latest in a long line of high-profile timber deals in which the firm has been involved, and marking the largest timber deal in the US since 2007. The firm also served as lead counsel in the sale of Rio Tinto’s Alcan Cable division, with operations in the US, Canada, Mexico, and China; and acted for US Security Associates, in connection with its sale to a Goldman Sachs sponsored fund. Atlanta-based Wade Stribling heads the team. Insurance transactions experts James Dwyer and Cynthia Shoss joined the New York office from Dewey & LeBoeuf LLP; and New York-based Steven Scheinman arrived from Louis Dreyfus Highbridge Energy.

Andrews Kurth LLP is ‘extremely knowledgeable, thoughtful and proactive’. The team represented Composite Engineering in its $155m sale to Kratos Defense & Security Solutions; advised a special committee of the board of Primus Telecommunication Group in the $200m sale of Primus’ Australian operations to M2 Telecommunications Group; acted for Stifel, Nicolaus & Company, in its capacity as financial advisor to the conflicts committee of the board of the general partner of K-Sea Transportation Partners (K-Sea), in connection with Kirby Corporation’s acquisition of K-Sea; and advised the conflicts committee of the board of directors of the general partner of Natural Resource Partners (NRP) in connection with NRP’s acquisition, from Cline Group affiliates, of a rail load-out, and associated infrastructure assets, at the Sugar Camp mine, near Benton, Illinois, as well as a contractual overriding royalty interest on certain coal tonnage that is produced at the mine. Large deal representations included advising Cordillera Energy Partners III in its sale to Apache Corporation; and acting for Hilcorp Resources Holdings in its sale of oil and gas properties in Texas’ Eagle Ford shale field to Marathon Oil Corporation. David Buck and Michael O’Leary, in Houston, are co-chairs of the corporate/securities practice group. Buck has an extensive corporate and securities law practice that emphasizes transactional and governance matters, with particular experience in the domestic and international energy, maritime transportation, aviation and death care industries. O’Leary represents some of the largest and best-known names in the energy business. He has a significant reputation in master limited partnerships, energy and oilfield services, pipeline company transactions, royalty trusts, and forest products companies.

Baker Hostetler provides ‘a very responsive service, and quality legal representation that is practical and efficient. On the other side of deals, we often see over-lawyering that provides absolutely no value to the client; that is simply not the case here. Furthermore, at times we have had up to four transactions moving simultaneously, but I had no reservations about the group’s ability to spread the work to the appropriate transactional teams, thereby ensuring that they all kept moving’. The practice serves as primary transaction counsel to EW Scripps Company, and has represented the company in over a dozen acquisitions and dispositions over the past decade, more recently in the $212m purchase transaction of the outstanding shares of the McGraw-Hill Broadcasting Company, a subsidiary of The McGraw-Hill Companies. The team also acted for TransDigm, in its $750m acquisition of AmSafe Global Holdings from a private equity seller; advised American Dental Partners in its sale to JLL Partners, a New York-based private equity firm, in a private transaction valued at $398m; was appointed as special counsel in the representation of Westfield Bancorp, in the $100m acquisition of publicly traded Western Reserve Bancorp, the transaction creating a combined bank with $800m in total assets and six branches; and represented Orafol Europe, a privately-held, German company, in its $250m acquisition, via a reverse triangular merger, of Reflexite Corporation. Other highlights included advising Sable NGL, an affiliate of Aux Sable Liquid Products, in its $185.3m acquisition of Prairie Rose Pipeline System and Stanley Condensate Recovery Plant, from Pecan Pipeline; and acting for the shareholders of United States Endoscopy Group, a family-owned, medical device manufacturer, in its $270m sale to STERIS Corporation. Cleveland-based head of the firm-wide business group, John Gherlein, and New York-based co-M&A transactions chairs Steven Goldberg and Ronald Stepanovic, in Cleveland, are rated. Goldberg is ‘excellent. He has good business sense, exhibits great business judgment, and is regularly available to walk me through the steps, explaining the terms, and whether a potential deal is a good one; and, if it isn’t, he tells me what is necessary to make it a good deal’. Gherlein is ‘very knowledgeable, and gives excellent, practical and market-based advice on larger deals. He knows our business and our acquisition style, is able to pinpoint the areas and issues on which we need to focus, and gives us sufficient information to make business decisions’. Cleveland and Chicago-based Robert Weible and Donald Brodsky, in Houston, are also praised. Halle Terrion became general counsel at TransDigm Group, and Steven Eisenberg joined RGH Enterprises, as general counsel.

Transactional matters are a core practice area for Bryan Cave LLP. The firm’s representative experience includes advising the board of directors of RehabCare Group, a publicly-held provider of rehabilitation program management services, in connection with its $1.3bn sale to Kindred Healthcare; acting for Ralcorp in its $1.2bn acquisition of American Italian Pasta Corporation, accomplished by a successful tender offer for AIPC’s stock, followed by a back-end merger; and advising the board of directors of Thermadyne, a manufacturer of industrial products, in connection with its $422m sale to Irving Place Capital. St Louis-based William Seabaugh is the leader of the firm’s global transactions practice; Steven Baumer regularly advises clients involved in complex business transactions from the agriculture, aviation, manufacturing, technology, solar energy, banking, life sciences, telecommunications, private equity, and consumer goods sectors; and New York-based Jay Dorman has frequently represented Barnes & Noble and GameStop Corporation, and their respective predecessors and affiliates, in corporate matters for the past 25 years.

Davis Wright Tremaine LLP recently represented Double Down Interactive, a casino style social gaming company, and its majority equity holder, in its $500m sale to International Game Technology; acted for KTAQ of Dallas, an affiliate of Platinum Equity, in the sale of substantially all of its assets to certain affiliates of London Broadcasting Company; acted in acquisitions and dispositions of technology businesses, and assets, for Microsoft Corporation; advised the buyers in the acquisition of Alaska-based airline, Air Excursions, which offers intra-state, scheduled services in Alaska and charter services; and represented Starbucks in the $100m acquisition of Bay Bread, as well as in the talent acquisition of its founder, Pascal Rigo. The team also acted in numerous multi-unit expansion acquisitions for Apple American Group, a restaurant holding company that has over 296 franchised Applebee restaurants in 11 states; represented APIC in the acquisition of five boutique hotels in San Francisco; advised Mercer International in a takeover bid for Fibrek, a mid-sized Canadian pulp producer, in the context of a competing unsolicited take-over bid by AbitibiBowater; and represented Williams Controls, a global manufacturer of electronic engine and throttle controls, serving the heavy truck and heavy equipment industry, in its auction and $125m sale to Curtiss-Wright Corporation. Seattle-based Matt LeMaster, Bruce Bjerke, Jonathan Michaels and Jesse Lyon, in Portland, are key advisers.

Dickstein Shapiro’s corporate and finance practice focuses on middle-market transactions in industry sectors such as technology, manufacturing, industrial, defense and other government contractors, energy, higher education, food and agricultural products, healthcare, and real estate, providing legal services to business entities of all types in M&A and private equity transactions. The team advised Compass Diversified Holdings, in connection with the acquisition from a financial sponsor of Arnold Magnetic Technologies, a global manufacturer of engineered magnetic solutions for a range of specialty applications and end-markets, including energy, medical, aerospace and defense, oil and gas exploration, advertising, general industrial, and automotive, the transaction involving not only the acquisition, but also tax structuring and equity incentive plans for management. It also assisted Time Warner Cable (TWC) in relation to Cisco Systems’ acquisition, by merger, of all of the shares of preferred and common stock of BNI Video, in which TWC was a significant stockholder; and acted as US counsel to the sellers of a UK holding company, which has significant US subsidiaries, in the sale of the group to a Japanese multinational. Washington DC-based James Kelly is recommended.

Dinsmore & Shohl LLP has ‘solid expertise in the mid-market, the service is very efficient, and the overall value is excellent. The firm’s lawyers are extremely well versed in a broad array of legal and business issues; they are able to take a leadership role in our planning and development, as well as improve our business processes; and their breadth of knowledge, attention to detail and timely responses make them key to our businesses’. The team served as primary deal counsel to Lexmark in three major acquisitions in the software industry, totaling $212m, including two foreign-based, private equity-backed companies; represented Halma International, a safety, health, and sensor technology group, in the acquisition of 100% shares of the Swiss corporation, Medicel, together with its subsidiary Robutec, the purchase valued at $100m and further extending the client’s presence in the ophthalmic surgical instrument market; and represented UK-headquartered Halma, an international group of technology companies, in two acquisitions that totalled $57m. Cincinnati-based George Vincent, Susan Zaunbrecher and John Barnes are praised. Vincent’s ‘intelligence, attention to detail, and ability to think quickly under pressure make him invaluable. He is often able to identify material concepts and deal points, which might otherwise go unnoticed’. Associate Brian Judkins is ‘very smart and responsive’.

Foley & Lardner LLP is ‘outstanding - nothing less - and the M&A practice’s overall service and advice are excellent. Its depth of knowledge and understanding of legal issues are, of course, of a high quality, but what differentiates the team is its ability to pair legal expertise with a business perspective and practical point of view’. The team represented Guggenheim Baseball Management in its historic acquisition of the Los Angeles Dodgers, marking the largest transaction ever for a professional sports franchise; advised Polar Ware and Stoelting in the auction of their companies that resulted in an eventual sale - in the form of a merger - to The Vollrath Company; and represented Wynnchurch Capital in the acquisition of military contractor, Burtek Enterprises, through a court approved, receiver sale transaction, the deal unique since it used statutory receivership rules to implement the acquisition rather than a standard pre-packaged bankruptcy transaction. The team also advised Pentair in its $10bn, reverse Morris Trust combination with Tyco International’s flow control business. David Sanders, in Washington DC, and Milwaukee-based Steven Barth are co-chairs of the transactional and securities practice. Sanders has a ‘willingness to do whatever it takes to close as scheduled, regardless of having to sacrifice vacation or other personal time’. Others say that he is ‘intelligent, business-savvy, and insightful; and his expertise and value far exceed the mere legal advice provided. Sanders is more of a business consultant; and his immediate recall and depth of knowledge of so many areas ensure you get maximum value, as he takes less time to deal with issues than other lawyers with whom I’ve interacted’. Miami-based Francisco Cerezoshows an outstanding level of commitment to his practice and to customer satisfaction’.

Foley Hoag LLP represents acquirers and target companies in a broad range of industries. The team advised CACI International in its negotiation of an agreement to purchase American Management System, Incorporated’s Defense and Intelligence Group for $415m; acted for Campbell Bewley, the US holding company of Campbell Bewley, the owner of Rebecca’s cafes, in its acquisition of Cucina Holdings and its wholly owned subsidiaries, Java City and Carvali Coffees, the acquisition significantly expanding Campbell Bewley’s US operations in the retail-coffee and corporate-catering areas; represented ThomasPartners in its sale to financial services provider, the Charles Schwab Corporation, the deal including an upfront payment of $85m in cash and the opportunity for additional payments, which are contingent on future growth in assets under management; and acted for longtime client WHI Solutions in relation to its sale to eBay. Boston-based Robert Birnbaum and leading individual William Kolb are recommended.

Kelley Drye & Warren LLPcontinues to meet very high expectations in the areas of industry knowledge, response times, broad strength of expertise and value for fees paid. All matters are promptly addressed with the appropriate lawyer, without the need for multiple levels of review, which delay response times and increase fees, and being something that other firms typically do’. The group has extensive experience of the full range of corporate/M&A work, as well as a strong track record in private equity and investment fund work. The corporate/M&A team is strengthened by its complementary finance, tax, real estate and regulatory experience, with key industry sectors for the team including financial and investment services, telecoms, consumer brands, IT and outsourcing, real estate, healthcare, logistics, and energy. The practice represented Telular Corporation in its acquisition of SkyBitz, a provider of mobile resource management solutions, through a reverse triangular merger, with the transaction structured as an auction; acted for MSDSonline in connection with its sale, through a reverse triangular merger with a subsidiary of ICG Group, the transaction including MSDS members of management rolling over a portion of their proceeds into the surviving corporation; and advised Healthcare Language Services, a Chicago-based medical interpretation company, in connection with its sale of assets to Systematech Technical Management, a provider of reliable, high-quality and affordable medical interpreting solutions and technologies, in exchange for Systematech’s Series B preferred stock. Chicago-based Timothy Lavender and Thomas Ferguson are ‘trusted business partners, who value long-term relationships and consistently exceed the very high expectations set by our management team and board’. Andrew Pillsbury is ‘very responsive and knowledgeable’.

McKenna Long & Aldridge LLP is widely regarded for its experience in M&A transactions involving government contractors, healthcare M&A and the representation of family-owned businesses. The practice is ‘always very responsive, and focuses on helping achieve the business reasons that support underlying transactions’. Other clients say that the team ‘shows great patience in dealing with buyers that are difficult to deal with’. The group has enjoyed continued expansion in inbound transactions from Canada, China and the UK, and its March 2012 merger with Luce Forward further developed its corporate/M&A capabilities, particularly on the West Coast. The team represented The Home Depot, acting through its subsidiaries, THD At-Home Services, and Homer TLC, in the acquisition of substantially all of the assets of MeasureComp and CompuMeasure, which provide measurement and quote-building services; and advised longstanding client, Reznick Group, one of Atlanta’s largest accounting and consulting firms, in combining its business with JH Cohn, a New Jersey-based accounting firm, with the resulting firm becoming the 11th largest accounting and consulting firm in the US. It also represented Aaron’s, known for US sales and lease ownership, and a specialty retailer, in its purchase of an 11.5% economic interest in Perfect Home Holdings, a privately-held UK rent-to-own company; and served as counsel to UK-based LINPAC, an international market leader in the manufacture and marketing of plastic packaging and supply chain products and services, in the sale of its South American food packaging division to Colombia-based Ajover, the firm’s representation significant because neither the buyer nor the seller, or any of the target companies, were based in the US. The team also advised LINPAC in the headline sale of Ropak Packaging to BWAY Corporation, in a transaction that was valued at $265m. Atlanta and New York-based Wayne Bradley is corporate department chair; Bradley is ‘excellent. He is a very calming and rational voice, and does a nice job of bringing in his partners when expertise in other aspects of the deal is necessary’. Atlanta and Washington DC-based Jeremy Silverman is ‘great at recognizing the important aspects of a transaction and focusing on resolving them. He does not lose sight of the forest for the trees’. Ann-Marie McGaughey, in Atlanta and New York, has ‘superior client skills and very good commercial instincts’. Los Angeles-based John Babala is also rated. After serving as the chief legal officer of a large, integrated healthcare system. Emily Crosby returned, as counsel, to the firm’s Atlanta office to focus on general corporate counseling, with an emphasis on M&A, corporate restructurings, financings and compliance matters within the healthcare industry.

Munger, Tolles & Olson’s corporate group specializes in mergers, acquisitions, going-private transactions and privately negotiated investments, and has particular expertise in negotiating private equity transactions. Recently, the firm represented Encompass Digital Media in its $120m acquisition of the global content distribution business of Ascent Media Corporation and its sale to Court Square Capital Partners; and The Estate of Craig H Neilsen in its $575m sale of 55% of the outstanding stock of Ameristar Casinos. Los Angeles-based Robert Denham focuses his practice on M&A, and advises clients on strategic, financial and corporate governance issues; and Robert Knauss focuses primarily on M&A, private equity and corporate finance. Knauss acted in relation to Hugh Hefner’s Playboy going-private transaction.

Orrick, Herrington & Sutcliffe LLP provides ‘fast turnaround times and in-depth knowledge of all regulatory requirements; and the practice has sufficient depth in team to ensure continuity’. The group stands out for its technology M&A practice, on behalf of public and emerging company clients, and is active in the current consolidation of the renewable energy and infrastructure sectors. In addition, a number of corporate/M&A transactions that are managed by teams from the firm’s East and West Coast offices have been cross-border in nature. The team advised Taiwan-based Acer, the second largest computer hardware company in the world, on its acquisition of iGware, a cloud computing service provider, which represented Acer’s first move into the cloud computing space; and advised SureWest Communications, an independent communications holding company, in its $341m sale to Consolidated Communications, a telecommunications company that serves Illinois, Texas, and Pennsylvania; and acted for the Sigma-Tau Pharmaceuticals group, a US-based, wholly owned subsidiary of the Sigma-Tau Group, dedicated solely to the development and commercialization of medicines for patients with rare diseases, in the sale of a substantial portion of its shareholdings in SciClone Pharmaceuticals. Large deal mandates included the practice advising San Francisco-based Instagram, one of the most popular photo sharing mobile applications, on its $1bn sale to Facebook; and representing Par Pharmaceutical Companies, a developer, manufacturer and marketer of high barrier-to-entry generic drugs and niche, innovative proprietary pharmaceuticals, with regard to its $1.9bn sale to TPG Capital, the global private equity firm. Menlo Park-based Mitchell Zuklie is the corporate business unit leader. New York partner Burton Haimes is a ‘very experienced and talented lawyer, and also a great negotiator. With Burt on board, you know your ship is in safe hands’. Harry Clark and Clark McFadden II joined the Washington DC office from Dewey & LeBoeuf LLP; and David Concannon arrived in New York from Andrews Kurth LLP.

Pillsbury Winthrop Shaw Pittman LLP’s ‘strong across the board’ attorneys represent clients in transactions that range in size from small and middle-market deals, to multibillion-dollar transactions, involving individuals and companies with household names and media visibility. The practice represented Vista Applied Technologies Group, as the holder of all issued and outstanding stock in Vista Research, in its $12m - and up to $21.5m in earn outs - sale to Aerostar International; advised emerging company, Direct EDI, in its sale to a competitor, SPS Commerce; acted for private equity client, The Wicks Group of Companies, along with co-sponsor AEP Capital, in its cross-border leveraged acquisition of Bonded Services Group from private equity firm, Berggruen Holdings, a complex cross-border leveraged acquisition that involved a BVI seller, a US private equity co-sponsor, and a UK target with subsidiaries in multiple foreign jurisdictions, such as The Netherlands, Canada and France; and advised Sonenshine Partners, acting as financial adviser to Hear USA, in connection with its sale to Siemens Hearing Instruments, through an auction conducted under Chapter 11 bankruptcy proceedings. The team also acted for Washington National Opera, in connection with its merger with the J F Kennedy Center for the Performing Arts, marking a high-profile transaction of great significance to the cultural community of Washington DC; and advised LitePoint Corporation in its $600m cash sale to Teradyne. Washington DC-based Robert Robbins is corporate and securities practice leader; and Donald Kilpatrick, in New York, and San Francisco-based Nathaniel Cartmell III are the M&A co-leaders.

Schiff Hardin LLP’s recent instructions included representing: Consolidated Communications Holdings in the $360m acquisition of North Pittsburgh Systems; Primary Energy’s $335m sale of six industrial projects to American Securities Capital Partners and Private Power; Northern Indiana Public Service Company’s $330m acquisition of Sugar Creek Power Company; Kraft Foods Global’s $280m sale of its Minute Rice® brand and assets to Spanish food producer, Ebro Puleva; Whiting Clean Energy’s $210m sale to BP Alternative Energy North America; and Cole-Parmer Instrument Company’s $205m sale of its worldwide operations to Fisher Scientific International. Mega and large deal representations include: Newell Co’s $6.3bn acquisition of Rubbermaid; NiSource’s $6bn acquisition of Columbia Energy Group; Laidlaw’s $1.2bn tender offer for American Medical Response; and Dubai-based Emaar Properties’ $1.1bn acquisition of John Laing Homes. Chicago-based corporate and securities group leader, Stephen Dragich, and Robert Minkus, David McHugh and Alexander Young are key contacts.

The deal list for Sheppard, Mullin, Richter & Hampton LLP’s Los Angeles-based Lawrence Braun includes representing Arcadian Management Services, which operates Medicare Advantage HMO plans in 15 states, in its $157m sale to Humana; acting for ACT Litigation Services in the sale of its assets to an affiliate of The Dolan Company; advising Dynamic Medical Systems, which rents medical equipment to healthcare providers and offers related services, and its shareholders, in the sale of the company to Invacare Continuing Care, a public company that manufactures and distributes home and long-term care, medical products; and representing NC Dynamics, and its shareholders, in a sale of stock to Aerospace Holdings; and Universal Services of America in its acquisition of Security Forces. Century City-based Jon Newby advised The adidas Group, and its business segment, TaylorMade-adidas Golf, a provider of golf clubs, balls, clothing and accessories, in connection with a plan of merger with Adams Golf, a provider of premium quality, technologically innovative golf clubs for all skill levels, the transaction valued at approximately $70m. Jeryl Bowers, in Century City, assisted DaVita, a provider of kidney dialysis services, in its $4.42bn merger with HealthCare Partners, the country’s largest operator of medical groups and physician networks; and its acquisition of ModernMed, a healthcare service firm that provides direct primary care in twelve states, through employer-based on-site clinics and private physician practices.

Thompson & Knight LLP distinguishes itself through the strength of its energy practice. The practice represented 7-Eleven in an asset acquisition, from San Antonio-based Tetco, of a chain of 175 convenience stores in Texas and Utah, and a wholesale gasoline distribution business with a dealer network of approximately 550 service stations; advised First Investors Financial Services Group, an automobile finance company that serves the finance needs of automobile dealers and consumers, in its $100m all-cash merger with an affiliate of Aquiline Capital Partners, a New York-based private equity firm that invests in the financial services sector; and represented Silver Hill Energy Partners in a $150m private equity investment by Kayne Anderson Energy Fund VI. The team also represented Brigham Exploration Company in its sale to Statoil ASA, for a total equity value of $4.4bn; acted for Halcón Resources Corporation in the negotiation of a definitive agreement with Petro-Hunt and an affiliated entity, to acquire producing and undeveloped oil and gas assets in the Williston Basin for an aggregate purchase price of approximately $1.45bn, consisting of $700m in cash and $750m in equity; and advised pipeline company, Chief Gathering, in its $1bn sale to Penn Virginia Resource Partners. Houston-based Michael Pierce is the corporate and securities practice group leader.

Vedder Price’s M&A and private equity transactions practices are enhanced by the firm’s skills in complex regulated industries, such as financial institutions and banking, healthcare, construction, gaming, aerospace and investment services. The team represented Wynnchurch Capital in the cross-border acquisition of Northstar Aerospace, and its US and Canadian subsidiaries, which was valued at $70m and completed via a section 363 sale in bankruptcy; acted for The Edgewater Funds in acquiring the Unitech Composites aerospace business, and also in acquiring Hill AeroSystems under the Unitech platform; advised North American Coatings (NAC) and Valor Equity Partners, a majority equity holder of NAC, in Safway Group’s 100% acquisition of the issued and outstanding membership interests of NAC; and represented PGI International in its sale to Parker Hannifin Corporation. Chicago-based chairman of the finance and transactions group, Michael Nemeroff, and Guy Snyder, William Bettman, Dana Armagno, Joseph Kye and John Obiala are recommended. Andrew Tucker joined the Washington DC office from Andrews Kurth LLP to build up the East Coast presence.

Venable LLP’s ‘service is very strong and we get all the attention we need’. The practice recently served as lead counsel to Allegis Group, and some of its affiliates, in their acquisition of the Commercial Division of Computer Horizons Corporation, an information technology staffing and consulting company; acted for a US-Australian joint venture development company in connection with the structuring, negotiation and documentation of multiple transactions, resulting in the acquisition of a majority interest in a liquefied, natural gas-receiving, storage and gasification terminal located on the Texas Gulf Coast; and acted for Guthy-Renker in its sale of a minority equity interest. Charles Morton Jr, in Washington DC, is ‘a standout attorney in every respect; he has exceptional market knowledge and a willingness to engage on our behalf’. Baltimore-based Sharon Kroupa is also praised. Bobby Turnage Jr joined the Washington DC office from Network Solutions; and Elizabeth Hughes retired from the practice.

Ballard Spahr LLP is ‘exceptional, responsive, thorough and cost-effective’. The team represented Lafarge North America in its asset exchange transaction with Martin Marietta Materials, the Raleigh, North Carolina-based, second largest producer of construction aggregates in the US; acted for New Horizon Coal, a publicly-traded Australian company, and its US affiliate, in an acquisition of assets, including real estate and mining permits, from two New Mexico-based companies that were in bankruptcy; and advised DuPont in the sale of Liqui-Box Corporation to The Sterling Group, a Houston-based private equity investment firm, the transaction involving the sale of assets and stock in ten countries and constituting DuPont’s divestiture of its global liquid packaging business. The practice also represented Republic Services, a publicly-traded waste management company, in the execution of its extensive acquisition and divestiture strategy; and advised Teleflex, a global provider of medical devices for critical care and surgery, in its acquisition of Hotspur Technologies, a privately-held, biomedical company and developer of catheter based-technologies, the deal giving Teleflex an innovative and patented technology that strengthens its product portfolio by addressing a worldwide $1bn market opportunity for dialysis access and peripheral percutaneous transluminal angioplasty balloons. Philadelphia-based Craig Circosta and Denver-based Michele Rowland are recommended; and Karen McConnell, in Phoenix, is a ‘top-notch M&A counsel that gives sound, practical advice’. Katayun Jaffari joined the Philadelphia office from Saul Ewing; and Stephen Opler arrived in the Atlanta office from Carlton Fields.

Blank Rome LLP’s M&A attorneys represent strategic acquirers, targets, investment bankers, LBO groups, independent board committees, equity investors, lenders, and financial advisors in the purchase, sale and combination of business entities, both publicly and privately owned, and are able to draw upon the skills of other attorneys in the firm that have experience in securities, IP, tax, real estate, international trade, ERISA, employment, and environmental law. The team represented US Joiner, an independent domestic provider of turnkey, marine joiner and furniture solutions for the US government and commercial customers, in the acquisition of JCI Metal Products, a provider of maintenance, repair and overhaul services that focus on habitability, fabrication, electrical and piping solutions for US navy vessels; and advised MinSec Holdings, an operator of community corrections facilities, behavioral health treatment centers and outpatient programs for the treatment of chemical dependency and mental health disorders, in its sale to Community Education Centers, a provider of offender reentry, in-prison and jail management services, the acquisition merging MinSec into Community Education Centers’ existing Pennsylvania operations. Philadelphia-based Alan Zeiger serves as the head of the business department. He represents public and private companies, private equity funds, and entrepreneurs. Gary Goldenberg and Linsey Bozzelli are also key contacts.

Drinker Biddle & Reath LLP has closed M&A transactions including stock and asset acquisitions, tender offers, mergers, joint ventures, LBOs, spin-offs, recapitalizations, structured auctions, and roll-ups. Recent deals include advising in relation to an $850m tender offer, including the successful solicitation of consents to restructure $990m of publicly held debt; a $2.3bn auction sale of a NYSE company, in a cash tender offer; a $335m cash and stock acquisition of a division of a public company; and a $775m attempted, stalking horse acquisition in bankruptcy, which resulted in the issuance of an injunction that blocked a competitor’s attempted acquisition of the business, bankruptcy court litigation and the receipt by the firm’s client of a breakup fee in excess of $23m, one of the largest breakup fees ever paid in a US bankruptcy. Roll-up deals have included advising in over 25 acquisitions for a NYSE-listed financial services client, aggregating more than $600m; and international representations have included a $98m acquisition of assets in the US, UK, Brazil and Canada. Chicago-based David Rubenstein led a disposition program for the portfolio companies of a foreign-based private equity firm, which included a sale of an oil well services business and a circuit board manufacturer; and Princeton-based John Stoddard III represented Graham Partners, and its portfolio companies, in multiple acquisition and disposition transactions.

Fowler White Boggs P.A.’s business transactions and corporate law group is comprised of attorneys who concentrate in diverse legal areas, including corporate and business services, ERISA and employee benefits, emerging companies and private capital, healthcare business, securities law and corporate finance, and taxation, with the firm’s M&A lawyers particularly knowledgeable in specific industries, such as electronics, banking, and software. The team acted for Bluegrass Materials Company in the purchase of substantially all of the assets of East Tennessee Materials Company. In Jacksonville, Michael Goodbread and Phillip Gibbs advised on a $90m-plus acquisition. Jacksonville-based team head Daniel Nunn Jr is recommended.

Kilpatrick Townsend & Stockton’s Atlanta-based Richard Cicchillo Jr focuses his practice on domestic and international mergers, acquisitions and joint ventures; he advises mid-market and large-cap companies in a variety of industries, has significant experience in the building products, industrial equipment, aerospace and defense, and telecommunications industries, and frequently advises companies from French-speaking countries on their US investments. The practice represented Interface, the world’s largest manufacturer of modular carpet, in the sale of its Bentley Prince Street business segment to an affiliate of Dominus Capital, a private equity investment firm; and acted for Oldcastle Materials Group in a series of asset purchases of mining, aggregate and cement companies that are located throughout the US.

Manatt, Phelps & Phillips, LLP’s ‘partners tend to be friendly and client-focused, but not overreaching’. The firm has approximately 50 dedicated corporate lawyers, who have national reputations in the banking, healthcare and entertainment industries. Recent highlights include representing Covert & Co, which provides M&A and financing services to internet, media and technology companies, in connection with SRS Labs’ sale to high-definition audio firm, DTS, in a cash-and-stock transaction valued at $150m, the acquisition expanding DTS’ already large portfolio of audio-related IP to over 1,000 registered, and pending, patents and trade marks. It also advised TELSCAPE Communications, a competitive local exchange carrier (CLEC) that services the US Hispanic market, in its purchase of Sage Telecom, a CLEC that re-sells telecommunications, primarily in rural markets. The team also acted for one of the co-founders of Blue Bottle Coffee Company, a coffee roaster and retailer, in the sale of a controlling stake to a venture investor group that includes True Ventures, Index Ventures, Google Ventures, and Fresh and Wild organic food chain founder, Bryan Meehan; advised Heritage Oaks Bank in its acquisition of Coast National Bank’s Morro Bay branch office, the estimated $30m in deposits maintained there, and other miscellaneous, branch-related physical assets; acted for the International 3D Society, a 3D trade association, in its merger with 3D@Home, a 3D trade association that specializes in at-home 3D content and technology, the merger aimed at creating an organization that will better serve the growing global theatrical, television, video game and mobile 3D marketplace and professional community; and advised Moelis & Company, as adviser to a special committee of Hughes Telematics, in connection with Verizon Communications’ acquisition of the provider of location-based services, through two-way wireless connectivity. Los Angeles-based M&A chair David Grinberg and Gordon Bava are recommended. Richard Maire Jr is ‘honest, respects the client’s budget, and looks to close the deal in the client’s best interest’.

Focused on the middle market, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. represents entrepreneurs, publicly traded companies, financial advisors, private equity and venture capital funds, independent committees, executives, and lenders. Representative experience for the practice includes advising American Technical Ceramics Corporation, in its $231m sale to AVX Corporation; Caliper Life Sciences, in its $600m sale to Perkin Elmer; and AIM-listed, special purpose acquisition company, International Consolidated Minerals, formerly Platinum Diversified Mining, in its $250m acquisition of International Consolidated Minerals. The practice also acted for Alloy in the $36m sale of its FrontLine in-store marketing division to Acosta Sales & Marketing; represented AMICAS, in its $215m sale to Merge Healthcare; advising Ion Torrent Systems, in its $725m sale to Life Technologies Corporation; and acted for Navios Maritime Acquisition Corporation in its $457.7m acquisition of assets.

Nixon Peabody LLP’s ‘level of service is outstanding. The attorneys work tirelessly to meet deadlines and make everything as seamless as possible for their clients’. The practice advised ASIG, an industry leader in aviation services, on its acquisition of PLH Aviation Services & Dryden Air Services; acted for cloud computing company, Wyse Technology, in its sale to Dell, the world’s third largest maker of personal computers; represented Constellation Brands in its agreement to acquire Grupo Modelo’s 50% in Crown Imports from Anheuser-Busch InBev for $1.85bn; advised Eastman Kodak Company in the disposition of its Eastman Gelatine subsidiary to Rousselot, a division of VION Food Group; and represented Dover Corporation in the $602.5m acquisition of Anthony International, a leading manufacturer of specialty glass, commercial glass refrigerator and freezer doors, lighting systems, and display equipment that is headquartered in Sylmar, California. Boston-based David Martland is the global business and transactions practice group leader. Martland is ‘excellent. He has taken the time to understand our business and unique culture, and has developed long lasting relationships with several members from our organization’. Xueqing Linda Ji joined the Boston office in September 2012 from Foley & Lardner LLP, where she served as vice chair of the firm’s China practice. Amy O’Keefe and Kelly Babson were promoted to the partnership. O’Keefe is ‘very customer service-oriented, and has excellent contract execution skills’.

Perkins Coie LLP represents public and private companies in domestic and cross-border transactions, including strategic acquisitions and divestitures, joint ventures, LBOs and going-private transactions, and is active in a variety of industry segments, including life sciences, wireless, telecoms, internet, software, media, hotels, REITs, retail, energy and manufacturing. The practice’s representative experience includes advising Integra Telecom in its $710m acquisition of Eschelon Telecom and the $300m sale of TicketsNow, the world’s largest online inventory of secondary market tickets, to Ticketmaster. Seattle-based Stewart Landefeld is an experienced adviser.

Seward & Kissel LLPdeserves an A+ for the performance provided to us’. The practice advises on market-leading transactions within the industries where the firm has an international reputation, namely investment management and shipping. The practice also handles complex middle-market deals in the media industry and international sell-side M&A. Recent highlights include advising longstanding client Agrifos Fertilizer, which operates a fertilizer production facility located in Pasadena, Texas, and is the third largest North American producer of ammonium sulfate fertilizer and the largest producer of synthetic granulated ammonium sulfate fertilizer in North America, in its sale to Rentech Nitrogen Partners for an initial purchase price of $158m; acted for Danish-based Scan-Trans Holding in relation to its merger with New Orleans-headquartered Intermarine, which creates a combined company that has an annual turnover in excess of $500m and operates a fleet of more than 50 multipurpose and heavy-lift vessels; and represented Milbank Winthrop, a registered investment advisor that oversees $500m of assets under management, primarily on behalf of high-net-worth families, in its sale to Silvercrest Asset Management Group. New York-based James Abbott and Craig Sklar are co-heads of the business transactions group; and business transactions group counsel Nick Katsanos, in New York, is a key attorney. Abbott and Katsanos are ‘outstanding professionals and masters of the M&A field. They work tirelessly for us and provide excellent value for money’.

Historically known for its premier labor and employment advice, Seyfarth Shaw LLP’s corporate department has expanded substantially in terms of capabilities and national presence, with its lawyers typically managing deals that range in size from $10m to $500m. The practice provides ‘exceptionally fast response times alongside a practical approach’. The team represented Bitstream in the closing of a $50m divestiture of its font business to Monotype Imaging; advised The Monitor Group, an independent, fee-only, registered investment advisor, in its merger with Savant Capital; and represented FRiENDi Mobility, a mobile virtual network operator, organized as a BVI holding company that has its executive offices in Dubai and principal operations in the Middle East and South Asia, in its share-for-share acquisition of the Virgin Group’s 55% interest in Virgin Mobile South Africa and entry into a global partnership with Virgin Mobile. The team also represented Cequel Communications Holdings, in connection with an equity sale transaction under which BC Partners, a leading private equity firm, and CPP Investment Board, a professional investment management organization, is partnering with Suddenlink’s management team to purchase Suddenlink for $6.6bn. Chicago-based Suzanne Saxman chairs the national M&A practice. Saxman is ‘very practical, gets the deal done, and is extremely cost efficient’. Andrew Lucano, in New York, is vice-chair of the national M&A practice. Lucano is ‘extremely knowledgeable and easy to deal with’. New York-based Stanley Bloch is ‘more than an attorney, because he uses his knowledge and experience to make important negotiation suggestions, and gives us a strong sense of the market in relation to particular terms and conditions’. Theodore Cornell III, in Chicago, is also a well-regarded practitioner.

With offices in Boston and New York, Sullivan & Worcester LLP stands out for its counsel to public and private companies in stock-based M&A, and is a leading REITs law firm, representing some of the nation’s largest public and private REITs in transactions; while the firm’s tax law attorneys are involved in many of the group’s corporate transactions and M&A deals. Recent deals include representing Taurus Investment Holdings in its $226.5m sale to Jamestown Properties of The Newbury Line, being 28 retail properties that are centered on, and near, Boston’s Newbury Street, a renowned center of high-end retailers, restaurants, sidewalk cafes and brownstones; and acting for Hospitality Properties Trust, a REIT that owns 288 hotels and 185 travel centers that are located throughout the US, Canada and Puerto Rico, in connection with its $150.5m agreement to acquire the companies that own, or lease, the Royal Sonesta Hotel in Cambridge, Massachusetts, and the Royal Sonesta Hotel in New Orleans, Louisiana. Boston-based Susan Barnard is co-director of the corporate department and Carol Wolff leads the M&A practice group.

Arent Fox LLP’s ‘M&A work is outstanding, and the firm’s attorneys show excellent business sense and good judgment’. The firm has built one of the largest and most comprehensive corporate practices in the Washington DC area; and with a client base that ranges from mid-market private businesses to Fortune 500 companies, the firm’s team is well versed in transactions with regional, national and international scope. The bulk of the group’s transactional work involves deals in the $25m-$500m range, with its high-profile clients drawn from a variety of industry sectors, such as technology, manufacturing, sports and entertainment, consumer products, lodging and hospitality, healthcare, and government contracts. The practice advised SunBridge Capital Management, in its investment in FJ Capital Long/Short Equity Fund, a fund that specializes in making investments in the small/mid-cap community bank sector; acted for Linens of the Week in connection with the sale of the company to Alsco, a global leader in the rental of linens, uniforms, and hygiene products; and acted for Capitol Spine and Pain Centers in connection with the sale of the company to National Spine and Pain Centers, a unit of Sentinel Capital Partners, and a regional provider of pain management services, the acquisition creating one of the largest systems of pain management clinics and facilities in the country. Washington DC-based Jay Halpern heads the corporate practice; Halpern is a ‘thoughtful and excellent adviser’. Also in Washington DC, Richard Gale, Jeffrey Jordan and Carter Strong are experienced attorneys.

Fielding offices from Nashville, Knoxville, Memphis and Washington DC, Bass, Berry & Sims PLC represents buyers and sellers in both public and private company strategic transactions, as well as financial sponsor transactions, and has participated in more than 100 M&A transactions that range in size from $20m to $33bn. The team’s experience includes advising companies and boards of directors on legal issues that relate to the consideration of strategic alternatives, the negotiation of mergers, stock and asset purchases and divestitures - both tax-free and taxable - the structuring of spin-offs, recapitalizations, management buyouts and other going-private transactions, tender offers, tender offer defenses, and proxy contests. The practice acted on behalf of Luminex Corporation, in connection with its acquisition of GenturaDx.

Brown Rudnick LLP’s ‘overall level of service is the best I have found, particularly in relation to quality and value. The response times and depth of knowledge are superb, and the advice, in terms of legal, as well as business, aspects has been incredibly helpful’. The practice is noted for its closing of complex cross-border acquisitions and for its representation of clients at all stages of development, from angel-backed start-ups to multibillion-dollar public companies, with the firm’s corporate lawyers in Boston, New York and Washington DC working seamlessly with London-based solicitors to give the firm a significant geographic footprint. The team advised Hologic, a public company, in its $3.9bn acquisition of Nasdaq-listed Gen-Probe, a molecular diagnostic company; served as counsel to MoMelan Technologies in connection with its sale; and acted for Wakefield Thermal Solutions in its $35m sale to The Heico Companies. Boston-based Samuel Williams is recommended.

Brownstein Hyatt Farber Schreck, LLP works with both private and public companies in a variety of transactional contexts, the practice’s work ranging from small, negotiated asset transfers to LBOs, large-scale acquisitions and dispositions, and corporate reorganizations. Working with the firm’s other corporate and business practice groups, it also provides counsel for bankruptcy and restructuring issues, and co-ordinates with its private equity colleagues to offer a full range of transactional law services. The practice’s representative experience includes advising Grupo Cementos de Chihuahua, in its asset and stock purchases of concrete manufacturing companies in Arkansas, Iowa, Minnesota, New Hampshire, North Dakota and South Dakota; acting for Renal Ventures Management in its divestiture of certain assets by Midland-Odessa-based Renal Center to Texas-headquartered Bio-Medical Applications; and advising Republic Financial Corporation in its sale of Griffith Enterprises, a Cottonwood, Arizona-based aerospace systems, and components manufacturer, that specializes in the production of mission-critical interconnect harnesses, electrical sub-assemblies, and engine and system controls, to Amphenol Corporation.

Haynes and Boone, L.L.P.’s practice stands out for its knowledge of the energy, aviation, restaurants/franchise, technology, bio-tech and insurance sectors; its experience in M&A-related elements of bankruptcy matters, as well as in distressed debt matters; the handling of all aspects of a private equity fund’s activities; and assistance in public company acquisitions and advising independent committees of boards of directors. The team represented Fertitta Morton’s Restaurants, in its $180m acquisition of Morton’s Restaurant Group, a steakhouse restaurant chain; advised Prospect Medical Holdings in the acquisition, by an affiliate, of the assets of Nix Health Care System from a Merit Health Systems affiliate; assisted Dresser-Rand Company in its acquisition of all of Synchrony’s outstanding stock; and represented Fossil in its agreement to acquire Skagen Designs, and certain of its international affiliates, for approximately $225m in cash and 150,000 shares of Fossil common stock. Dallas-based department head Tom Harris, Janice Sharry, and Debra Hatter and Jeff Dinerstein, in Houston, are rated. Anthony Newton arrived in the Houston office from Seyfarth Shaw LLP; and George Wang joined the firm in New York from Orrick, Herrington & Sutcliffe LLP. Newton is noted for private, middle-market energy-related transactions.

Holland & Hart LLP has experience in representing publicly traded acquirers and target companies in both friendly and unsolicited acquisitions. The practice advised Signal Peak Ventures in its combination with vSpring Capital to create one of the largest technology and life sciences venture partnerships in the Mountain West; acted for the buyer in the purchase and merger of industrial minerals and construction companies that were valued at over $200m; and advised Holcim US and Aggregate Industries Management in their $90m acquisition of Lattimore Properties. Divestitures in which the practice has been involved include representing Associated Content in its sale to Yahoo!; and acting for Rio Tinto in the $764.1m sale of its Jacobs Ranch Mine to Arch Coal. Denver-based Chris Groll represents individuals and companies in a variety of industries, including aggregates and cement, beverage distribution, software, telecommunications, internet, outdoor clothing, consumer products, professional services, and manufacturing.

Holland & Knight LLP provides ‘excellent service that is second-to-none’, and the firm’s M&A group is ‘responsive, effective and practical’. The practice’s clients include major companies from almost every industry sector. The team represented Sunovion Pharmaceuticals (formerly Sepracor) in its $430m acquisition of Elevation Pharmaceuticals, a privately-held biopharmaceutical company that specializes in aerosol therapies for patients with respiratory diseases; advised Blue Wolf Capital Fund II in connection with its acquisition of Channel Technologies Group, a vertically-integrated manufacturer and supplier of piezo-electronic ceramics, transducers, and complex systems and services; and acted for longstanding client, Brown & Brown, with its agreement to acquire Arrowhead General Insurance from Spectrum Equity Investors, JMI Equity and a management equity holder group for $400m.

Honigman Miller Schwartz and Cohn LLP is noted for its representations of financial institutions in strategic transactions, such as cash purchases of financial institutions, tax-free mergers and stock swaps, purchase and assumption transactions involving branches, loans or other assets, and advice in planning for or defending against hostile takeovers. Kalamazoo-based managing partner Phillip Torrence advises public and private companies in a wide range of industries, including the medical device and life sciences sectors, and the financial services industry. Torrence also represents commercial and investment banks - and has acted in over 40 bank-related M&A transactions - and insurance companies, regarding their M&A; and handles the acquisitions of publicly-traded companies, in addition to hostile takeover transactions.

Ice Miller represents both acquiring and acquired businesses in all forms of mergers, acquisitions and strategic alliances, and has extensive experience in completing securities transactions in full compliance with the applicable securities and blue sky laws. The firm’s clients, for M&A transactions, include companies from the manufacturing, services, life sciences and technology sectors, as well as banks and bank holding companies, insurance companies and insurance holding companies, sports organizations, and sports-related businesses. Indianapolis-based Steven Humke is a senior corporate lawyer, who has extensive experience in negotiating, managing and completing complex business transactions. Most of his clients are entrepreneurs, but he also represents several private equity firms, and has played a role in many of the larger business transactions that completed in Indiana during the past decade.

Irell & Manella LLP recently represented Angiotech Pharmaceuticals in connection with the sale of its QuillTM knotless tissue closure product line to Ethicon, a subsidiary of Johnson & Johnson, for a purchase price that could reach $62m; acted for Creative Casinos, the developer of a proposed luxury casino resort in Lake Charles, Louisiana, in connection with the signing of a definitive agreement to sell all of the equity interests of Creative Casinos of Louisiana, to Ameristar Casinos for $32.5m; and advised Network Communications, a media company that provides lead generation, advertising and internet marketing services to the housing industry, in connection with the sale of its commercial printing business, and certain related titles, to Lion Equity Partners. Los Angeles-based Gregory Klein is recommended.

Pryor Cashman LLPgives practical legal advice’. The team acts not only as outside general counsel for the day-to-day legal concerns of its clients, but also handles their large complex transactions and financings, representing institutional and entrepreneurial clients, from start-ups to Fortune 500 companies, with a special focus on companies in the middle market. The team advised Brite Media Group, and its wholly-owned subsidiary, BriteSigns dba GSA Media, in the sale of its gas station pump top advertising business, to a wholly-owned subsidiary of AllOver Media; represented Henry Schein, the world’s largest provider of health care products and services to office-based dental health practitioners, in connection with the acquisition of Ortho Technology; acted for the special committee of independent members of the board of directors of Bernard Chaus, in connection with the merger of Chaus with a subsidiary of Camuto Consulting and an entity controlled by Chaus’ majority stockholders; represented Delta Galil USA, a global manufacturer and marketer of branded and private label apparel products for men, women and children, in its acquisition of trademarks and other IP of LittleMissMatched, an iconic lifestyle brand, which includes a line of non-matching socks sold in odd numbers; and advised Marketing Management Group, as receiver for Junior Galley, in connection with the sale by Junior Gallery of substantially all of its assets to David Peyser Sportswear, the parent of Weatherproof and MV Sport. New York-based Eric Hellige heads the corporate and securities practice. Hellige is ‘always available’.

Excellent by all measures’, Robinson & Cole LLP’s ‘service is excellent. I cannot say enough good things about it’. The firm has attorneys based in the key financial centers of New York and Boston, as well as in Stamford and Hartford. The team represented The Nielsen Company, a global information and media company, in its acquisition of Vizu Corporation, by way of a reverse triangular merger; and advised Compushare, a provider of technology management solutions to the financial industry, in connection with the sale of a portion of the outstanding equity of the company to Davis + Henderson Corporation, a Canadian public company. It also acted for Rutland Plastic Technologies, a manufacturer and marketer of textile ink and printing supplies, in connection with its acquisition of Peru-based Printop, one of Latin America’s leading manufacturers and marketers of ready-to-print ink; and advised Impresa Aerospace, a manufacturer in the aerospace industry that has a comprehensive array of engineering, manufacturing, and assembly services, in connection with the acquisition of substantially all of the assets of Swift-Cor Aerospace, this complex asset acquisition completed in less than 45 days from the signing of the letter of intent, and involving the negotiation of a unique purchase price deposit mechanism, in the place of a termination fee, and the coordination of an equity investment and consents of multiple lenders. Stamford and New York-based Eric Dale is business transactions practice group chair. Dale is ‘knowledgeable, and has excellent business sense’.

With offices in Portland, Seattle, Vancouver, Bend and Salem, Schwabe, Williamson & Wyatt is one of the largest, Pacific Northwest regional law firms. It provides counsel to clients who are buyers, sellers, controlling shareholders, boards of directors, management groups, special committees, lenders, and equity participants. Expertise is also offered in the range of associated issues that are often involved in M&A transactions, including tax, real estate, environmental, litigation, IP, international law, employment and benefits, executive compensation, D&O insurance and tort protect, regulatory matters, governance, immigration, antitrust, bankruptcy, and products liability.

Stoel Rives LLP has an extensive practice in the acquisition, sale, reorganization and restructuring of corporations, partnerships and other business entities. The practice served as counsel to @Once Corporation, an email marketing company, in connection with the approximately $6.6m sale of substantially all its assets to Yesmail, a subsidiary of InfoUSA; represented A-dec, one of the world’s largest manufacturers of dental equipment, including chairs, lights, delivery systems and hand pieces, in its acquisition of the assets of Stelte Dental Systems, a Mukilteo, Washington-based manufacturer of custom dental cabinetry; acted for AttachmateWRQ, one of the world’s largest, privately-held software companies, in its sale to a group of private equity funds that consisted of Golden Gate Capital, Francisco Partners and Thoma Cressey Equity Partners; and represented Bombard Electric, the largest commercial electrical contractor in the Las Vegas area, and specializing in the installation, repair and maintenance of inside electrical systems, in the sale of its electrical contracting business to MDU Resources Group.

Outstanding law firmThompson Hine LLP has a nationally recognized middle-market M&A practice. Cincinnati-based Frank Chaiken is the corporate transactions and securities practice group leader; and is the relationship partner for Pro Mach, the largest packaging company in Cincinnati. Chaiken is ‘particularly good; he understands our business and proposes very practical solutions’. John Cottingham represented Fifth Third Bank in the sale of its mutual funds advisory business, which has $8bn in total assets under management; and Cleveland-based Tony Kuhel represented STERIS in the acquisition of Biotest Laboratories, a complex deal that required counsel from several other firm practice groups, including tax, litigation, environmental, and employee benefits and executive compensation; and was lead counsel in STERIS’ recent acquisition of two privately owned businesses, paying a total of $110m to acquire two surgical instrument repair entities, Spectrum Surgical Instruments Corporation and Total Repair Express, the two businesses to be integrated into STERIS’ Healthcare Specialty Services business. Jonathon Vinocur, in Cleveland, served as lead counsel to ONOSYS, an online ordering solution provider to restaurants, in its recent exit to LivingSocial, a market provider of daily deals.

Arnall Golden Gregory LLP has amassed deep industry experience in the consumer products, healthcare, finance, logistics and transportation, manufacturing and distribution, telecommunications, software and technology sectors. The practice served as special sellers counsel in a $60m divestiture of a portfolio of skilled nursing and assisted living facilities, to a REIT; and represented an online registration and club management system software company, in its position as seller, in a reverse triangular merger of the software company into a subsidiary that is owned by a public sporting goods industry company. Atlanta-based Sherman Cohen and Adam Skorecki are key contacts.

Carlton Fields’ experience includes the acquisition and sale of businesses that are based in the US and abroad, across industries including banks, electric utilities, sports franchises, hospitals and other healthcare-related entities, broadcasting stations, advertising agencies, and companies involved in activities as diverse as manufacturing, technology, construction, staffing, and seafood processing. Miami-based Dennis Olle’s representative experience includes acting in the going-private deal of a major residential real estate developer; the tender offer for a Canadian dial-around company; a PIPE transaction for a telecoms company; and a private equity investment connected to the sale of a major aviation parts company.

Curtis, Mallet-Prevost, Colt & Mosle LLPunderstands that the purpose of the negotiation is to get the deal completed, not to argue the finer aspects of legal theory’. The New York team closed a number of successful mid-market deals over the past year, its highlights including advising World Courier Group, the global specialty-transportation and logistics provider to the biopharmaceutical industry, in its $520m cash sale to AmerisourceBergen Corporation, one of the world’s largest pharmaceutical services companies; acting for Comverse Technology in the sale of its interest in Starhome; and representing Phoenix Services International, a global steel mill services provider, in the acquisition of Gagneraud Industries, the largest provider of services to steel mills in France, the purchase valued at $85m. New York-based Eileen Matthews and Lawrence Goodman are the co-M&A chairs; Goodman also chairs the private equity group. Matthews ‘thoroughly meets expectations’; and Goodman is ‘one of the best attorneys with whom I have ever worked. He understands the necessary tension required to complete a transaction’.

Known for its experience in the marketing communications industry sector, Davis & Gilbert LLP is the go-to corporate firm for many of the world’s largest and leading marketing and advertising agencies and worldwide holding company networks, with a particular emphasis on middle market M&A deals. The practice also acts in fields such as financial institutions, software development companies, apparel manufacturers, food distributors, cosmetics companies, restaurant chains, and medical labs. It is the ‘most knowledgeable, professional and responsive firm that we have ever used’. Highlights included acting as lead counsel to WPP, one of the world’s largest communications groups, in its acquisition of AKQA Holdings, the global independent digital agency, the transaction representing one of the largest-ever acquisitions of a digital ad agency; advising the world’s first online weather service, Weather Underground, in its sale to a competitor, The Weather Channel Companies, the acquisition resulting in the combination of two of the largest and most revered weather outlets; and representing Dentsu, the world’s largest single-brand agency, in its acquisition of BOS, an independent Montreal-based agency, to combine with its existing Toronto-based Dentsu Canada to form DentsuBos, the transaction structured as a combined earn out of both the buyer’s and seller’s future operations. New York co-chairs Curt Myers and Brad Schwartzberg are recommended. Myers is a ‘capable leader, who completely gets the deal’; and Schwartzberg is ‘excellent at grasping the business principles and objectives behind each acquisition and legal problem that are to be resolved’.

Gardere Wynne Sewell’s corporate lawyers regularly handle mergers, acquisitions, and dispositions of businesses and assets for public and private companies, as well as private equity funds, venture capital groups and institutional lenders, in connection with all types of equity and asset acquisitions, and dispositions. The team represented BP in its announced sale of interests in a number of oil and gas fields in the deepwater US Gulf of Mexico, to Plains Exploration and Production Company; and advised Boardwalk Pipeline Partners in its acquisition of Petal Gas Storage, Hattiesburg Gas Storage Company, and related entities, from Enterprise Products Partners.

Gunster Law Firm’s corporate practice counsels middle-market businesses and investment firms in Florida and nationwide, the firm’s clients ranging from privately held start-ups to established public enterprises. The practice represented HCBF in connection with its acquisition of four branches of Grand Bank; acted for Jeffrey Olefson and Andrew Olefson in their sale of the outstanding stock of Forecast Trading Corporation, to Standard Motor Products, a publicly held corporation that is based in Long Island, New York; and advised 1st United Bancorp and its wholly-owned subsidiary, 1st United Bank, in the acquisition, through mergers, of Anderen Financial and its wholly-owned subsidiary, Anderen Bank. West Palm Beach-based department head William Hyland Jr, Michael Mitrione and David Bates are principal contacts.

Lowenstein Sandler PC advised NextWave Wireless, in its sale to communications leader AT&T; represented long-time client Buddy Media, a social media SAAS company, in its sale to salesforce.com, the sale structured as a cash and stock merger; and acted for an investor group, including Bessemer Venture Partners, Ampersand, Venrock, Tenaya Capital, Granite Global Ventures, DN Capital, Intel Capital and SAP Ventures, in the sale of Endeca Technologies, a provider of unstructured data management, web commerce and business intelligence solutions, to Oracle Corporation. New York-based M&A chair Marita Makinen and Roseland-based corporate chair Peter Ehrenberg are experienced advisers. Makinen is focused on the strategic acquisitions and divestitures carried out by both public and growth-stage private companies, and is noted for her experience in the technology and consumer industries; and Ehrenberg’s representative experience includes advising J H Cohn in connection with its business combination with the Reznick Group to form the eleventh largest accounting, tax and advisory firm in the US. He also advised Guilford Mills, a Cerberus portfolio company, in its sale to Lear Corporation; and acted for SNL Financial in its sale of a majority stake to New Mountain Capital, as part of a leveraged recapitalization.

Neal, Gerber & Eisenbergproduces high quality work, and its service is uniformly excellent’. The team represents buyers, sellers, management, and other parties in all types of acquisition and disposition transactions, including asset and stock transactions, mergers, LBOs, recapitalizations, roll-ups, spin-offs, going private transactions, and acquisitions of controlling, minority and strategic interests. The team acted, as US counsel, for Grayd Resource Corporation, a growth-oriented, junior natural resource company that is focused, primarily, on exploring and developing a large land position in Mexico - which is highly prospective in relation to gold and silver mineralization - in its $275m sale to Agnico Eagle Mines, a long-established, Canadian-headquartered, gold producer that has operations located in Canada, Finland and Mexico, and exploration and development activities in Canada, Finland, Mexico, and the US. Chicago-based David Stone is ‘very knowledgeable in US law and regulations, and brings a lot of value to the table’.

Nelson Mullins Riley & Scarborough LLP’s M&A attorneys have handled hundreds of middle-market transactions, ranging in size from less than $5m to over $1bn. The firm’s clients include public and privately-held companies, private equity groups, management groups and investment banks, and the practice has deep industry experience in banking, finance, business services, consumer products, defense and homeland security, healthcare, hospitality, manufacturing and distribution, media, pharmaceuticals, retail, social media, software, technology, telecommunications and transportation. Washington DC-based Jonathan Talcott chairs the corporate group.

Smith, Gambrell & Russell, LLP’s transactions range from large, complex deals to smaller, but significant, transactions, with the firm’s attorneys familiar with asset acquisitions and dispositions, mergers for cash or stock, or a combination of both, and stock purchases and sales involving both public and private companies. Atlanta-based John Ethridge Jr is noted for his transactions experience; and Adam Buss, in Jacksonville, has handled M&A transactions in a wide range of industries, including oil and gas pipelines, alternative energy, construction, and security and information technology, in addition to the insurance and medical sectors.

Stradley, Ronon, Stevens & Young’s ‘consistently impressive transactional work’ has taken in industries such as investment management, banking, health care, insurance, manufacturing, technology, consumer products, hospitality, and professional services. Washington DC-based Theodore Segal is the M&A chair. His recent representative transactions include serving as lead corporate counsel for one of the world’s leading academic medical centers, in three community health system acquisitions, as well as in multiple, joint-venture and strategic-alliance transactions; acting for an international spice manufacturer in various brand acquisition transactions that aggregated $1bn in value; and representing the sponsor of a private-equity funded acquisition of a controlling interest in a Hong Kong company - with interests in multiple automobile dealerships in mainland China - including structuring and documenting the purchase transaction, developing the investment structure, and the tax structuring. Philadelphia and Malvern-based vice-M&A chair Deborah Hong has significant experience in representing public and private companies in complex strategic acquisitions, dispositions, restructurings, and cross-border transactions. Hong’s representative transactions include serving as lead counsel to a consumer food products company, in the acquisition of a leading product line; acting for an international employee compensation and benefits consulting firm, in the purchase of an employee-mobility information provider; advising a publicly-held company in the acquisition of the manufacturing assets of a Hong Kong-based corporation and the issued share capital of a wholly owned subsidiary; and representing a bank in the acquisition of several affiliated investment advisory organizations.

Thorp Reed & Armstrong, LLP’s Pittsburgh-based Peter Blume is the ‘competent and trustworthy’ leader of the firm’s business practice group; Blume’s experience includes acting in the merger of two SEC-registered investment companies. Kimberly Ward Burns was counsel with respect to the sales of a large steel tubing company that has operations in the US, Canada and the UK; and represented the seller in the purchase, by way of a management buyout, of a bimetallic wire company. Jarrod Duffy represents clients in a variety of corporate matters.

Troutman Sanders represents sellers, purchasers, target companies and financial advisors in all types of domestic and international transactions, including acquisitions, spin-offs, and divestitures, tender offers, LBOs, minority investments, hostile takeovers, proxy contests, joint ventures and strategic alliances, and business restructurings/reorganizations. The practice’s clients range from Fortune 500 corporations, emerging growth and middle-market companies, to investment banks, private equity funds, and community banks. The team represented EasyLink Services International Corporation, a business messaging and transaction service company, in its $310m sale to Open Text Corporation, an information management company. Richmond and Atlanta-based David Carter and David Meyers, in Richmond, are the co-practice corporate group leaders. Meyers Served as general outside counsel to one of the largest publicly traded coal companies, providing advice on all aspects of business, including representation in connection with its $7.1bn sale to a competitor. New York-based Vincent Pisano joined the corporate practice group as partner, having previously worked at K&L Gates and Skadden, Arps, Slate, Meagher & Flom LLP.


Private equity buyouts

Index of tables

  1. Private equity buyouts
  2. Leading lawyers

Leading lawyers

Clients regard Debevoise & Plimpton LLP as a ‘top-tier’ firm in the private equity field thanks to its impressive ‘intellectual capital’. Many also value the ‘close-knit partnership’ that creates a ‘special relationship’ with the client and fosters an ‘exceptional service’. This ethos has solidified the firm’s status amongst many private equity clients. It remains closely associated with cornerstone client Clayton, Dubilier & Rice (CD&R), but other bulge-bracket funds are increasingly turning to the firm. In 2012, it represented The Carlyle Group on its headline $3.3bn acquisition of Getty Images. The firm’s private equity credentials were further recognised when it was appointed to advise the special committee of the board of directors of Dell during founder Michael Dell and Silver Lake’s $24bn bid to acquire the computer technology company. Other key clients include DE Shaw, Harbinger Partners, HarbourVest Partners, Kelso & Company, Providence Equity Partners and Stone Point Capital. While eminent private equity specialist Franci Blassberg has now retired from the partnership and is now of counsel to the firm, it does retain a deep bench of senior practitioners that have solidified many of the firm’s core private equity client relationships. Peggy Andrews Davenport is close to CD&R and Kelso, and Paul Bird has cemented the Carlyle relationship. Kevin Rinker regularly advises Morgan Stanley Private Equity, CD&R and Providence. Kevin Schmidt is another big name who is close to Kelso and HarbourVest, and ‘spectacular lawyer’ Jeffrey Rosen is also important for Carlyle, as well as various other private equity relationships. Clients also point to the firm’s peerless funds practice, with Michael Harrell singled out for his expertise in ‘fund formation’, ‘limited partner alignment’, ‘governance’ and ‘transparency issues’. Beyond this the firm has a formidable sponsor-oriented finance practice and has bolstered its regulatory and investigations expertise with the hire of Washington DC partner Robert Kaplan, the former co-chief of the asset management unit at the Securities and Exchange Commission’s division of enforcement.

Kirkland & Ellis LLP’s peerless commitment to the private equity market has ensured its continued success in this sector. Both domestically and globally, it sets a benchmark that few can get close to, particularly as it successfully inhabits the middle market as well as the mega-deal segment. Private equity clients regard the firm as ‘extraordinary’, ‘extremely capable’, and praise it for its ‘excellent judgment’ and ‘broad resources’. Indeed, when it comes to volume of deals, the firm is virtually untouchable, but this should not overshadow its ability on high-value transactions. Led by up-and-coming New York partner Eunu Chun, the firm represented Apax Partners as lead investor in the $1bn acquisition of software company Paradigm. In addition, Chicago partner Matthew Steinmetz headed the team that advised marquee client Bain Capital on its $1.6bn acquisition of Apex Tool group from Danaher Corporation. Madison Dearborn is another of its trophy clients, and it represented the private equity house on the $1.55bn sale of portfolio company Bolthouse Farms to The Campbell Soup Company. The firm has some 540 attorneys within its global corporate practice group, of which approximately 60% are primarily focused on private equity transactions. It has more than 280 private equity clients including Bain Capital, Golden Gate Capital, Madison Dearborn, Oaktree Capital Management and Sun Capital Partners. Leading partners in the department include senior figures Kirk Radke in New York and Chicago’s Douglas Gessner. Other important names are Chicago’s Stephen Ritchie, Sanford Perl, Jon Ballis, Richard Campbell, Walt Holzer, and David Breach and Stephen Oegen in San Francisco. Washington DC-based senior figure George Stamas is regarded by clients as an ‘invaluable counselor’ and a ‘great negotiator’.

Latham & Watkins LLP has ‘one of the largest and most sophisticated private equity and M&A practices’ and is a ‘major player’ thanks in part to its relationships with bulge bracket clients Carlyle Group, Apollo Global Management, BC Partners and Kohlberg Kravis Roberts & Co (KKR). The team is ‘very smart’, ‘hard working’ and ‘commercial’, and provides a ‘top service especially on highly complex deals’. It has also successfully inhabited the middle market with clients such as Leonard Green & Partners, One Equity Partners, Riverstone, Genstar Capital, Odyssey Partners and Platinum Equity. For the first three-quarters of 2012, the firm ranked number one in mergermarket’s US private equity buyouts Q3 2012 rankings, with an aggregate deal value of $23.63bn. The transactions team also benefits from the firm’s strong fund advisory practice, as well as its leading private equity finance expertise, which includes bank and bond finance. New York partner Joshua Tinkelman is one of its leading names on the finance side. It has a leading standing in energy, consumer products, retail, industrial, healthcare and financial services, and has experienced notable growth in real estate, life sciences and technology. Led by prominent New York partner Ray Lin, the firm represented BC Partners and Canadian Pension Plan Investment Board on the $6.6bn acquisition of Suddenlink Communications, one of the largest private equity transactions of 2012. In addition, leading New York partner Howard Sobel, who is a ‘really good lawyer’, a ‘top guy’ and has an ‘excellent client base’, advised Leonard Green & Partners on its $1.7bn investment in Savers. The deal involved a composite arrangement with the existing management team, which retained a significant stake in the company and the transaction involved a leveraged acquisition with multiple layers of debt. Other leading partners include Washington DC’s global chair of the corporate department Dan Lennon, who is the relationship partner for marquee client Carlyle. Fellow Washington DC-based global co-chair of the private equity department David Brown is praised by clients for being ‘extremely smart’ and having an ‘exceptional grasp of the issues on deals’, thanks to his ‘in-depth understanding of both the business issues and the legal and contractual issues’. New York’s Ted Sonnenschein is ‘highly intelligent’, ‘hard working’ and ‘very commercial’, and New York partner and co-chair of the team David Allinson is another leading name, recently advising Blackstone Energy Partners on its $1.5bn equity investment in Cheniere Energy Partners.

Boston headquartered Ropes & Gray LLP significantly expanded its practice during 2011 and 2012, adding to its already elevated standing. On an international level it has created a much more significant private equity presence in London and Hong Kong. In the US, it recruited Chicago partner Matthew Richards from Kirkland & Ellis LLP and relocated Todd Boes and Howard Glazer from Boston to San Francisco. This has led to a growing client base of West Coast headquartered private equity houses such as San Francisco’s Genstar Capital. The firm has been at the forefront of the private equity sector for decades and has assembled an enviable client list of 13 of the 30 largest global funds. These include Bain Capital, TPG Capital, Hellman & Friedman and Madison Dearborn Partners. The firm is well known for transactions in the technology and healthcare sectors, though it has a genuinely broad practice. In 2012, the firm represented cornerstone client TPG Capital on its $1.9bn acquisition of Par Pharmaceuticals Companies, a developer of generic and branded pharmaceuticals. It also advised Bain Capital, its other marquee client, on its $1bn acquisition of business process and technology management company Genpact. Key partners include Boston’s Will Shields, a frequent counsel to Bain Capital and TPG; senior figure Al Rose, who is also close to TPG; and regular Berkshire Partners counsel and Boston partner Jane Goldstein. Other widely commended figures include David Chapin; founder of the private equity practice Brad Malt; Julie Jones and Newcomb Stillwell who are both widely praised by competitors; as well as New York’s Othon Prounis.

A ‘great firm’, Simpson Thacher & Bartlett LLP sustained a high volume of private equity transactions throughout 2012 thanks to its inroads into the middle market. The firm is closely associated with bulge bracket private equity players The Blackstone Group and KKR, as well as Silver Lake, Hellman & Friedman and First Reserve Corporation, but it has consistently expanded its client base and recent new instructions have come from funds such as New Mountain Capital, which the firm advised on its $1.3bn acquisition of majority control in AmWINS Group. The private equity house had never completed a leveraged buyout before this deal. The firm also represented Warburg Pincus, KKR and Centerbridge on the $1bn acquisition of a 25% interest in Banco Santander’s auto finance business, an unusual deal given that the private equity investors didn’t take a controlling stake. The firm has continued to develop its energy sector credentials, by bulking up its Houston office. Corporate partner and private equity expert Andrew Calder recently relocated to the new Houston office where finance partner Robert Rabalais has joined from Vinson & Elkins L.L.P.. This hire demonstrates the firm’s commitment to operating a large and sophisticated finance practice alongside its private equity transactions team, an approach in which the firm is considered a pioneer. Beyond its focus on energy, technology and software has been an active area for the private equity practice, most notably in California where Palo Alto-based Richard Capelouto is to the fore representing leading names such as Silver Lake and Hellman & Friedman on a regular basis. The firm is also widely regarded as a leader in financial services sector transactions. Other leading partners include New York’s Wilson Neely, ‘terrific’ and ‘extremely good lawyer’ Gary Horowitz, regular First Reserve adviser William Curbow, Apax relationship partner Ryerson Symons, Lee Meyerson, and rising stars Chad Skinner in Silicon Valley and New York’s Andrew Smith.

Weil, Gotshal & Manges LLP maintained its impressive forward momentum in 2012, by advising on 15 deals of $1bn or more. The firm represents in excess of 200 private equity sponsors around the world, illustrating its credible international network and deep commitment to the private equity sector. Outside of the US, the firm has a powerful private equity offering in the UK, Germany, France and Hong Kong. In 2012, it demonstrated its expertise on multi-jurisdictional deals with transactions such as CVC Capital’s acquisition of global insurance-claim adjusters Cunningham Lindsey Group. The firm also represented AMC Entertainment Holdings and its private equity shareholders on its $2.6bn sale to China’s Dalian Wanda Group. It has continued to add to its mighty client list with first instructions from Silver Lake, Bayside Capital and The Jordan Company. Despite the departure of senior figure James Westra to Advent International in 2011, this has only served to cement the firm’s connection to Advent with ‘exceptional’ Boston partner Marilyn French, who has ‘keen intelligence’ and a ‘highly effective negotiating style’, now taking charge of the relationship. In 2012, she advised Advent on a series of transactions including its acquisition of a majority stake in the parent company of Serta and Simmons. Other major clients include Providence Equity, Thomas H Lee Partners, Centerbridge Partners, CVC Capital and Lindsay Goldberg. The firm remains a clear leader on deals requiring bankruptcy expertise and has a ‘highly effective’ financing practice, which includes Andrew Colao, Kelly Dybala and Angela Fontana. The firm is a ‘cut above’ other competitors according to clients, and provides an ‘outstanding service’, thanks to its ‘pragmatic problem solvers’ and ‘effective negotiators’. The team ‘does a good job of evaluating what is truly important in a deal’ and ‘has good depth’ enabling it to ‘field multiple teams’. The team’s associates are ‘some of the most talented’ that clients have ever encountered. Other leading partners include experienced New York partner Doug Warner and New York’s Michael Weisser, who is ‘best in class’, ‘extremely helpful’ and has a ‘great depth of private equity knowledge’ coupled with a genuine ‘commercial’ perspective. New York’s David Blittner, Glenn West in Dallas and Silicon Valley’s Kyle Krpata are also recommended.

Cleary Gottlieb Steen & Hamilton LLP has developed a formidable private equity department off the back of its relationship with mega-fund TPG Capital. Beyond this, the firm has blossoming connections to major private equity houses such as Warburg Pincus, Citi Venture Capital International and Advent International. It has gained a particularly strong reputation for deals in the technology sector, following its advice to Warburg Pincus on a series of transactions, including its acquisition of hosting and online services company Endurance International. It also represented Warburg Pincus on its purchase of aerospace manufacturing supplier CFHC Holdings. Among a series of mega-deals, it advised TPG on its $1.7bn acquisition, alongside Leonard Green, of thrift retailer Savers. The firm has a mighty reputation globally and this has been used to significant effect on multi-jurisdictional deals such as TPG’s equity investment in China International Capital (CIC) in 2010. Key partners include New York partners Michael Ryan, Paul Shim, Ethan Klingsberg, Christopher Austin, Bob Davis and David Leinwand.

Davis Polk & Wardwell LLP has made steady progress in recent years, illustrated by an increasing volume of instructions from mega-funds such as Goldman Sachs Capital Partners (GS Capital Partners) and General Atlantic. It is all part of a renewed effort by the firm that suffered more than most from the recent demise of several private equity arms of the investment banks, some of which were cornerstone clients. Much of the firm’s attraction lies in its peerless M&A, finance and capital markets credentials, and this expertise is frequently used on behalf of big-name clients. Its investment in its overseas operations has also borne fruit, with more private equity deals in Asia and Latin America in particular. In Asia it has advised on major deals for TPG. In 2012, John Amorosi led the team that represented GS Capital Partners and Advent International on the $3bn acquisition of information and risk management company TransUnion from Madison Dearborn and the Pritzker family. In 2011, the firm represented Crestview Partners as a member of the investor group that acquired Samson Investment Company for $7.2bn. Other clients include Corsair Capital, EQT Partners, Metalmark Capital, Vector Capital and Warburg Pincus. Leading members of the team include New York’s John Amorosi, ‘terrific lawyer’ John Bick and Leonard Kreynin, with Menlo Park partner Daniel Kelly making an impression on the West Coast.

The ‘excellentFried, Frank, Harris, Shriver & Jacobson LLP remained particularly active in 2012, despite it being a patchy year for private equity transactions. Headline clients GS Capital Partners and Permira Advisers completed a series of deals, and AEA Investors, Onex and New Mountain provided a multitude of additional instructions. New clients included Lee Equity. In 2012, the firm represented Permira on its $1.6bn acquisition of Ancestry.com and its $1.5bn purchase of Genesys from Alcatel-Lucent. It advised GS Capital and other equity holders of Cequel Communications on the $6.6bn sale of cable operator Suddenlink to BC Partners, CPP Investment Board and Suddenlink’s management team. This was one of the largest private equity transactions of 2012. The firm also expanded its private equity team in Washington DC in 2012 with the hire of energy sector specialist Michael Yufee from Hogan Lovells LLP. The firm has a particularly strong record in take private transactions thanks in part to its fine leveraged finance and capital markets expertise and the technology sector has been another prominent area for the team, demonstrated by its work on the aforementioned Ancestry.com transaction and a series of tech deals for GS Capital Partners. Global head of M&A and private equity Robert Schwenkel is the team’s leading name and he remains close the firm’s marquee private equity clients Permira and GS Capital Partners. In support is Christopher Ewan, who co-chairs the private equity team and regularly advises AEA as well as nurturing the Onex relationship. Aviva Diamant also works closely with Onex as well as longstanding client New Mountain. Washington DC-based Brian Mangino frequently works on the Permira and GS Capital Partners transactions. Steven Steinman, Tiffany Pollard and the ‘incredibly commercial and well-temperedAndrew Colosimo are also recommended. Clients commend the team’s ‘response times’ and ‘commercial nature’ of its advice.

Goodwin Procter LLP is known for its middle market practice and has leading presence in the growth equity market thanks to its venture capital and technology expertise. The firm ‘hits above its weight’ thanks in part to core areas of expertise, such as intellectual property investments. In 2011, mergermarket ranked the firm as the fifth most active in US buyouts by deal volume. The firm further enhanced its corporate and private equity expertise in New York with the hire of a team from the now defunct Dewey & LeBoeuf LLP, including partners Ilan Nissan and Christian Nugent. It has also been significantly building up its capacity on the West Coast where Hovey Kemp has transferred to San Francisco from Washington DC. Private equity buyout and M&A specialist Lawrence Chu has joined the Silicon Valley office from Wilson Sonsini Goodrich & Rosati and leveraged finance expert Laura Rupenian has joined the San Francisco office from Kirkland & Ellis LLP. In addition, Andrew Weidhaas is now splitting his time between the New York and Silicon Valley offices. The expansion of support practices such as executive compensation, employment and benefits, and tax, have also added to the firm’s credibility in the private equity sector on the West Coast. The firm is a market leader in private equity real estate, with clients such as Morgan Stanley Real Estate, GTIS Partners and Beacon Capital Partners. In mainstream private equity, the firm represented JMI Equity on its $1bn acquisition, alongside Apax Partners, of software vendor Paradigm. Other key partners include Boston-based John LeClaire, who heads the department, and fellow Boston partners Michael Kendall and Mark Burnett. Washington DC partner James Hutchinson is another senior figure in the team and is praised by clients for his ‘deep expert knowledge’, ‘attention to detail’, ‘hands-on approach’ and ‘dedication’.

Paul, Weiss, Rifkind, Wharton & Garrison LLP continues its ‘up-and-coming’ trajectory, thanks in part to its close relationship with mega-funds Apollo Global Management and General Atlantic, as well as other prominent names such as Oak Hill Capital Partners. Middle market clients include Crestview Partners, Kohlberg & Co and KPS Capital Partners. More recently the team has received first instructions from private equity giant TPG Capital and Harvest Partners. In 2012, the private equity team hit the headlines with its representation of Apollo on its $7.15bn acquisition of El Paso Corporation’s oil and gas exploration and production unit. It was the largest US leveraged buyout in 2012 and the second-biggest private equity takeover of an energy producer. The team advised General Atlantic and Oak Hill on the $1bn sale of a stake in Genpact to Bain Capital. It also advised General Atlantic on its $3.8bn acquisition of ING Group’s Latin American pension and wealth management business. The firm has more than 20 partners operating regularly in the private equity sector. Key partners include head of the private equity group Carl Reisner who remains close to CI Capital and KPS Capital; Angelo Bonvino who leads the relationship with Kohlberg and Harvest Partners; John Scott who is the Apollo relationship partner and a recent recruit from O’Melveny & Myers LLP; and Matthew Abbott who is the lead partner for General Atlantic. In addition, head of corporate Robert Schumer is ‘terrific’ and ‘doesn’t get enough credit’. On a global level, the firm has a fine reputation in Asia where Hong Kong partners Jack Lange and Jeannette Chan have advised on a string of high profile deals for KKR, Morgan Stanley Private Equity and Carlyle.

Sullivan & Cromwell LLP has quietly assembled an impressive private equity client list over the last decade. Names such as Apollo Global Management, Ares Management, Canada Pension Plan Investment Board, China Investment Corporation, JC Flowers & Co, Lightyear Capital, Ontario Teachers’ Pension Plan, Rhône Capital and Silver Lake illustrate the breadth of the practice as well its standing amongst some of the biggest private equity houses in the business. The firm also has a genuine international practice, stretching from the West to the East Coast in the US, through to Europe and Asia Pacific. In Los Angeles, Alison Ressler has made a significant impression and in 2012 represented Ares Management, Ontario Teachers’ Pension Plan and AOT Bedding Super Holdings on Advent’s $3bn acquisition of a majority interesting in AOT. Ressler also represented the chairman and CEO of Savers in connection with Leonard Green and TPG Capital’s $1.72bn acquisition of the business. Over in New York, Chris Mann advised Canada Pension Plan Investment Board on its $1.15bn acquisition of significant minority interests in five major Chilean toll roads from Atlantia SpA, the deal illustrating the firm’s expertise on cross border deals and particularly those involving Latin America. New York’s Richard Pollack and George Sampas also have fine reputations.

DLA Piper has continued to expand its private equity team following the high-profile hire of New York Daniel Eisner from Proskauer Rose LLP in January 2012. He was followed into the New York office by John Altorelli, a recruit from Dewey & LeBoeuf. Clients include Wind Point Partners, Arbor Private Investments, Mistral Equity Partners, Kohlberg & Company and Centerbridge Partners. Arsenal Capital Partners and Stonebridge Partners were new clients to the practice in 2012. Much of the practice’s work is in the middle market. In 2012, Chicago and New York-based department head Steven Napolitano represented Arbor Investments’ acquisition of Columbus Foods, a portfolio company of Endeavour Capital. Napolitano also advised Wind Point Partners on the sale of Santa Maria Foods, while Chicago partner Brendan Head represented Wind Point on the purchase of TPG-owned Hilex Poly Co, a manufacturer of plastic bags. The firm also advised PF Chang’s China Bistro on its $1.1bn going-private transaction, with Centerbridge Partners as the acquirer. Other leading figures in the practice include New York partner Christopher Giordano and Atlanta’s Joe Alexander.

Dechert LLP continues to make good progress in the private equity segment, with clients praising it for its ‘client focus’, ‘cost-effective’ advice and ‘good judgment’. Clients also point to the firm’s ‘breadth of capabilities’ on acquisitions, financing and tax as being ‘second to none’, while its leading funds advisory expertise should not go without a mention. The firm is particularly active in healthcare and life sciences, and financial services, though it is engaged in transactions across all asset classes. In 2012, a team led by Derek Winokur advised longstanding client One Equity Partners on its $1.1bn acquisition of NASDAQ listed MModal. It was one of the more notable going-private transactions of the year. The firm also represented Court Square Capital Partners portfolio company Southern Graphics on its $813m sale to Onex Corporation. Other clients include Bregal Partners, Centre Partners Management, Sterling Investment Partners and Versa Capital Management. New York partner Mark Thierfelder is singled out as an ‘outstanding business lawyer’, and Philadelphia partner Carmen Romano is regarded as ‘insightful’ and ‘creative’. Other key names in the practice are Charles Weissman, Geraldine Sinatra, Jeffrey Legath, the firm’s chief executive officer Daniel O’Donnell and chair of the corporate and securities group Henry Nassau.

Gibson, Dunn & Crutcher LLP had an impressive 2012. Though better known for middle market transactions, it completed a series of high-value deals during the year. It represented Centerview Partners as financial adviser to Motorola Mobility Holdings on its $12.5bn sale to Google. The firm also advised Louis Dreyfus Highbridge Energy on the $1.9bn sale of LDH Energy Asset Holdings to ETP-Regency Midstream Holdings, a joint venture between Energy Transfer Partners and Regency Energy Partners. Leading private equity figure and New York partner Steven Shoemate advised Catterton Partners on the $800m initial public offering of its portfolio company Restoration Hardware. While the firm has a formidable US practice, it is widely known for its representation of sovereign wealth funds, notably in the Middle East. In 2011, the firm advised Kuwait Investment Authority on its cornerstone investment in the $1.94bn initial public offering of China’s Citic Securities International. The firm has a strong funds advisory practice with prominent Los Angeles partner Jennifer Bellah Maguire covering both funds formation and transactions. Other key partners include New York’s Sean Griffiths and Michael Greany.

Jones Day has maintained a considerable share of the middle market. The firm ranked first for number of US transactions in the first three-quarters of 2012, according to Buyouts magazine. Clients commend the ‘strong team’ for having ‘very hands-on’ senior lawyers, ‘excellent transactional knowledge’, ‘extreme responsiveness’, and for being ‘very hard working’ and ‘detail oriented’. Clients also highlight the firm’s ‘global reach’ and powerful ‘Asia footprint’, and point to the highly effective contribution and assistance of the firm’s tax, employment, antitrust, and financing departments. In 2012, the firm recruited eminent New York-based private equity specialist Ira White from the now-defunct Dewey & LeBouef LLP and he brings a wealth of connections, including to One Equity Partners. Other key clients of the wider practice include The Riverside Company, Baird Capital Partners, High Road Capital Partners, Blue Point Capital Partners, Kirtland Capital Partners and Resilience Capital Partners. The Riverside Company is one of the firm’s most active clients and it continued to advise the private equity house on multiple transactions in 2012. Cleveland-based and private equity head Chuck Hardin is the relationship partner for Riverside and is described by clients as ‘world class’ and an ‘exceptional business lawyer’. Clients also recommend Cleveland partner and ‘excellent lead partner’ Denise Carkhuff and New York’s Robert Kennedy, who is ‘very hands-on’, ‘creative’ and ‘pragmatic’.

Middle-market specialist Morgan Lewis had a resilient 2012 with many transactions involving private equity portfolio companies. The firm also developed greater credibility in the energy sector following its acquisition of a large team from the now defunct Dewey & LeBoeuf. Healthcare and financial services have also been blossoming sectors for the practice, while an increasing flow of instructions from funds such as Ares Capital, Arsenal Capital Partners and SK Capital Partners, demonstrates its upward trajectory. In 2012, a team led by New York partner Alec Dawson advised Ares Capital on the sale of a controlling interest in Penn Power Group to NGP Energy Technology Partners. Philadelphia’s Barbara Shander advised Arsenal Capital on its acquisition of Western Institutional Review Board, as well as two related transactions. Highstar Capital is another regular client, while marquee clients Apollo Management and Sun Capital have given the team greater exposure to the retail industry. The team has also exploited the firm’s leading funds practice by representing a series of alternative asset managers, including BlueMountain Capital Management, on private equity style transactions. The firm has a mighty regulatory practice, which provides greater credibility for healthcare sector transactions, and its leading employment team has proved pivotal in retail sector deals. Other key partners include New York-based Jonathan Morris and Steven Navarro, as well as Philadelphia’s David Gerson. Former Pittsburgh partner Ryan Davis has left the firm to join Main Street Capital.

Proskauer Rose LLP had an impressive 2012 and though primarily associated with the middle market, it did advise on a series of high-value transactions. Led by leading Los Angeles partners Michael Woronoff and Monica Shilling, the firm advised key client Ares Management and Canada Pension Plan Investment Board on the $1.6bn acquisition of 99¢ Only Stores. In 2012, Woronoff also advised Ares on its $975m acquisition of Smart & Final Holdings and its purchase of Insight Global. On the sell side, New York partner Stephen Rubin led the team that advised Charterhouse Group as part of a consortium of investors led by Goldman Sachs, on the $6.6bn sale of Cequel Communications, which runs the cable operator Suddenlink to BC Partners and Canadian Pension Plan Investment Board. Other clients include Corinthian Capital Group, The Gores Group, Morgan Stanley and Third Point Capital. Clients regard the firm as ‘fantastic’ and the ‘best law firm from top to bottom’. Clients praise the team’s ‘timely’, ‘thoughtful’ and ‘great perspective’ when it comes to meeting the client’s requirements. Boston partner Ori Solomon is singled out for particular praise.

Shearman & Sterling LLP has private equity strength on both the West and East Coast as well as internationally. In San Francisco, the practice has a core focus on the tech space for private equity houses such as Francisco Partners and Symphony Technology Group. In New York, the firm has historically represented a number of the private equity arms of the investment banks, including those that have subsequently been spun-off from the banks such as North Cove Partners. At the end of 2011, it represented key client BAML Capital Partners on the $775m sale of NPC International, the largest Pizza Hut franchisee in the US, to Olympus Capital Partners. Infrastructure and financial services are also key industries for the practice. In 2012, the firm advised Pierpont Securities, a portfolio company of General Atlantic and Stone Point Capital, on its acquisition of Cortview Capital Holdings. On the West Coast, it represented Francisco Partners on the acquisition of Plex Systems from Apax Partners. Senior members of the department include prominent New York partners Scott Petepiece and Robert Katz, as well as San Francisco’s Steve Camahort, Michael Kennedy and Michael Dorf. The firm also has a fine sponsor side financing practice, covering both bank and bond products.

Skadden, Arps, Slate, Meagher & Flom LLP is primarily known for public M&A, yet its frequent exposure to private equity transactions has won it plenty of admirers. The firm is considered ‘first rate’ and commended for its ‘breadth and depth’ of expertise. Peter Atkins is singled out for his expertise in ‘governance’, ‘board related matters’ and general advice on ‘legal and regulatory strategy’. In the private equity arena, much of the firm’s work is on the seller side. In 2012, it represented NDS Group, and its owners Permira Funds and News Corporation, on its $5bn sale to Cisco Systems. The firm also advised Fortress Investment Group portfolio company RailAmerica on its $1.4bn sale to Genesee & Wyoming. In respect of private equity acquisitions, it represented regular client Permira on its $500m acquisition of Intelligrated Inc from Gryphon Investors, as well as its $455m acquisition of Renaissance Learning. Other private equity clients include The Gores Group, Calera Capital, Black Diamond Capital Management, Fortress Investment Group and Norwest Equity Partners. In addition, it has previously advised big names such as Blackstone, TPG Capital and Apax Partners. New York partners Alison Schneirov and Eileen Nugent are two of the firm’s brightest stars and they co-head the private equity group.

A leader in energy and power deals, Vinson & Elkins L.L.P. had another strong year in 2012. Following its work for Riverstone Holdings, the firm has completed a series of deals for Carlyle (which formerly operated a joint-venture with Riverstone), including advising it on its joint venture with Sunoco to form Philadelphia Energy Solutions, designed to enable the Philadelphia refinery to continue operating. TPG Capital is another prominent client that the firm represented alongside several other investors on the $1.25bn acquisition of interests in Chesapeake Cleveland-Tonkawa. The team, led by Houston private equity partner Scott Wulfe, also advised Warburg Pincus on its joint $1.13bn investment alongside other investors in deep-water oil exploration company Venari Resources. Distressed investor Lone Star is another major client. The firm has seven partners in New York that have a primary focus on private equity transactions, and another 12 in Texas. Key partners include New York’s James Fox, who has developed strong connections to Riverstone and several other major private equity houses; New York partner Caroline Blitzer Phillips; Houston-based head of M&A and private equity Keith Fullenweider; fellow Houston partner Matthew Strock who frequently represents energy focused SCF Partners and White Deer Energy; and Dallas partner Winston Oxley.

White & Case LLP continues to make impressive headway in the private equity sector. The team is ‘extremely responsive’, ‘high quality’, ‘pragmatic’ and the ‘go-to firm for large and important transactions’. Clients also point to the broader capacity and high levels of expertise that exists within the firm, including antitrust, restructuring, licensing, employment, and public and private financings. The firm has a leading reputation for domestic deals, but also multi-jurisdictional transactions. Clients include CVC Capital Partners, Nordic Capital, Harvest Partners, Dominus Capital, PineBridge Investments and sovereign wealth fund Qatar Investment Authority. In 2012, the team represented CVC Capital Partners portfolio company Pilot Flying J on its acquisition of a controlling interest in Maxum Petroleum. It also advised Fougera Pharmaceuticals and its shareholders Nordic Capital and Avista Capital Partners on the $1.52bn sale of Fougera to Novartis. Leading figure Oliver Brahmst is a ‘great lawyer’, ‘very responsive’, ‘smart’ and is ‘able to build bridges during negotiations’. Nazim Zilkha is a ‘consummate professional’ and the ‘go to’ lawyer for transactions. Global head of corporate John Reiss and M&A specialist Carolyn Vardi are also recommended. On the financing side Eric Berg is ‘very strong’ and ‘knows the market inside out’.

Willkie Farr & Gallagher LLP has a mighty reputation within the private equity industry, representing big names such as Warburg Pincus. The firm has ‘always had a focus’ on this sector and is being rewarded for its efforts with instructions coming from middle market sponsors as well as bulge bracket funds. In 2012, it represented Warburg Pincus on its $195m acquisition of JHP Pharmaceuticals from JHP Holdings. It also advised the private equity house on its $250m investment in the newly launched Regional Diagnostic Laboratories and on its $206m sale of Allos Therapeutics to Spectrum Pharmaceuticals. In addition, a team led by chairman of the private equity practice Gordon Caplan advised Insight Venture Partners on its $2bn buyout of Quest Software. In the first half of 2012, mergermarket ranked the firm in first place for US buyouts by deal value. In Europe, the firm has built strong connections to PAI Partners and AXA Private Equity. New York partner and co-chairman of the firm Steven Gartner is widely credited with being the driving force behind the firm’s Warburg Pincus relationship.

Boston-based Choate, Hall & Stewart has outstanding middle market credentials and represents private equity houses such as Century Capital, Riverside Partners, Spectrum Equity, Summit Partners and Windjammer Capital. Stephen Cohen and Brian Lenihan head the department. In 2012, Christian Atwood led the team that advised New Heritage Capital on the CAD$275m sale of portfolio company Centra Industries to PCC. He also represented Windjammer on its $110m leveraged buyout of lab services company Global Claims Services from The Riverside Company. TJ Murphy also has a fine reputation.

Hogan Lovells LLP is best known for its middle market work and its expertise in highly regulated industries such as life sciences and healthcare, technology and telecoms, financial services and energy. Even so, its practice is far from limited to just these sectors. Key clients include ACON Investments, ABS Capital Partners and The Gores Group. The firm’s venture capital expertise has also enabled it exploit the growth equity market and deals that sit between the traditional venture and private equity segments. Jeffrey Hurlburt is now leading the team from New York, a location that the firm has traditionally lacked private equity capacity, but with his presence and that of William Curtin and Alex Johnson, it now has the requisite firepower. Beyond New York, Denver’s George Hagerty and Robert Welp in McLean, Northern Virginia, are two of the team’s most respected practitioners. Hagerty recently led the team that advised MarkWest Energy Partners on its $512m acquisition of Keystone Midstream Services, another illustration of the firm’s expertise in the energy sector.

New York’s Kramer Levin Naftalis & Frankel LLP provides an ‘outstanding service at a mid-market price’, according to one client. It is a ‘premier middle market M&A/private equity/buyout firm’ for both buy and sell side instructions and is ‘exceptional in all areas’. It recently represented Stone Point Capital in the formation of SKY Harbor Capital Management and advised Quad Partners on the sale of Star Career Academy to Gemini Partners. Senior figure Howard Spilko is a ‘shrewd negotiator’, who can ‘unlock hidden value in a deal’. James Moriarty is another senior member of the team, who recently advised Shamrock Capital and Altitude Capital on important transactions. James Grayer is commended for his ‘creativity’ and ‘ranks highly’ in clients’ eyes. Ernest Wechsler is a ‘one to watch’, according to one client who also highlights his distressed M&A expertise.

Chicago’s McDermott Will & Emery LLP is ‘excellent in all areas’, ‘responsive’ and ‘service levels are second to none’. Clients commend the ‘knowledgeable’ attorneys that regularly ‘go above and beyond the call of duty’. The firm naturally inhabits the middle to upper-middle market and brings leading industry knowledge to sectors such as health and life sciences, food and beverage, mining and metals, manufacturing and energy. It also has significant experience in distressed deals. The large team includes some 100 attorneys with significant private equity experience. Clients include HIG Capital, Baird Capital Partners, The ComVest Group and Summit Capital. In 2012, the firm advised on a series of deals for HIG Capital including its acquisition of South Bay Mental Health Center, another illustration of the firm’s leading expertise in the health sector. On the energy side, it represented ArcLight Capital Partners on its $1.3bn sale of Houston Fuel Oil Terminal Company. Scott Williams is regarded as a ‘go-to lawyer for private equity buyouts’ thanks to his ‘knowledgeable’ and ‘very responsive’ advice and ‘great service’. Chicago’s Laurence Bronska, Andrew McCune, Brooks Gruemmer and Mark Harris are also highly recommended, as is Florida’s Harris Siskind who is close to cornerstone client HIG Capital, and Miami colleague Frederic Levenson.

Paul Hastings LLP’s private equity expertise lies primarily in Los Angeles and Orange County, as well as in Chicago where it has experienced considerable growth in recent years. The firm is well known for its transactional experience in the real estate sector, though it has an impressive record in a variety of industries including manufacturing and energy. In 2012, Chicago partner Brian Richards represented Chicago-based private equity house Madison Capital Partners on its $732m sale of German plastics machinery maker KraussMaffei. Fellow Chicago partner Paul Quinn also advised Apax Partners and portfolio company Advantage Sales and Marketing on the acquisition of nine foodservice companies. Other leading figures in the practice include Orange County’s William Simpson and Brandon Howald, and Robert Miller in Los Angeles.


Venture capital and emerging companies

Index of tables

  1. Venture capital and emerging companies
  2. Leading lawyers

Leading lawyers

    • Steven Bochner - Wilson Sonsini Goodrich & Rosati
    • Gordon Davidson - Fenwick & West LLP
    • Scott Dettmer - Gunderson Dettmer LLP
    • James Fulton - Cooley LLP
    • Stephen Goodman - Morgan Lewis
    • Robert Gunderson - Gunderson Dettmer LLP
    • Don Keller - Orrick, Herrington & Sutcliffe LLP
    • Alan Mendolson - Latham & Watkins LLP
    • David Redlick - WilmerHale
    • Bill Schnoor - Goodwin Procter LLP
    • Larry Sonsini - Wilson Sonsini Goodrich & Rosati
    • Mark Tanoury - Cooley LLP

Silicon Valley-headquartered Cooley LLP has become a leading national and international firm in the emerging company and venture capital sector. The firm works on several hundred venture capital transactions each year and it represents more than 3,000 emerging companies in all the major industries, including software and technology, telecoms, semiconductors, life sciences and cleantech. Over the years, it has advised on investments in many of the world’s most well-known technology companies, such as eBay, Google, Adobe and Yahoo! Other clients include Ambit Biosciences, Intarcia Therapeutics, One Focus Ventures, Sonim Technologies, and Digital Reasoning. The growth of its Boston office has given it even further credibility in the life sciences industry, a sector where the firm is a market leader. In this regard, its San Diego office continues to play a pivotal role in the firm’s ever-blossoming life sciences reputation. It also has sizeable offices in Colorado, New York City and Washington DC. In 2012, the firm launched a new office in Santa Monica, Los Angeles, with a focus on technology, media and venture capital. The new office is headed by David Hernand, a lateral hire from Gibson, Dunn & Crutcher LLP and he was joined by the eminent David Young and Chris Shoff, hired from DLA Piper. Several other senior laterals have also arrived in Los Angeles and the firm also further expanded its San Francisco team with the hire Drew Williamson from Latham & Watkins LLP. Cooley LLP continued to work on numerous impressive transactions in 2012, including representing C8 on its $200m Series C-1 preferred stock financing. On the investor side, it advised LLR Partners on its $112m Series B investment in Message Systems and represented Institutional Venture Partners on its $106m Series E Preferred Stock investment in LifeLock. Key partners include Palo Alto partner Mark Tanoury, a leader in growth company and venture work, including cleantech matters. New York partner James Fulton is another leading figure, with a fine reputation in the technology, life sciences and venture capital sectors. The immensely experienced Craig Dauchy heads the venture capital department and continues to earn accolades, and the highly-reputed Barbara Kosacz heads the life sciences department. San Diego’s life sciences specialist and chair of the business department Fred Muto is widely praised. Head of the technology transactions department Adam Ruttenberg is also recommended.

Fenwick & West LLP is a market leader in Silicon Valley and in 2012 it continued to demonstrate its preeminent status. It advised on eight IPOs with an aggregate value of nearly $20bn. This included advising Facebook on its landmark $18bn offering. In addition, it represented Workday, Agilent Technologies, Infoblox, Vocera Communications, Proofpoint, ServiceNow and Exponential Interactive on their listings. Over the years, the firm has advised on more than 150 IPOs. It has represented the most prominent brands in growth and emerging company segment, including Apple, Google, Amazon, Intel, Hewlett-Packard, Cisco Systems, Facebook, Twitter and Electronic Arts. Aside from IPOs, the firm represented Facebook on its $1bn acquisition of Instagram. It represents some 500 venture capital and private equity-backed companies and a multitude of venture capital investors, including frequent clients Kleiner Perkins Caufield & Byers and New Enterprise Associates, as well as Sequoia Capital, Accel Partners and Benchmark Capital. As far as industry sectors go, the firm is a clear market leader in software, internet and digital media. In addition, it has built up an impressive life sciences practice over the last five years with a strong team in Seattle led by Stephen Graham and Alan Smith. Other leading names in Silicon Valley include co-chairs of the start-ups and venture capital group Mark Leahy and Cindy Clarfield Hess, leading digital media expert Ted Wang, firm chairman Gordon Davidson, and chair of the corporate division Richard Dickson. William Schreiber and Matthew Quilter also have fine reputations.

Wilson Sonsini Goodrich & Rosati has remained true to its roots and despite representing a number of major global brands in the US and overseas, it still focuses strongly on early stage companies and related financings. Dow Jones VentureSource’s for issuer-side venture financing deals in 2012 ranked the firm in first place by total number of rounds of equity financing. The firm was legal advisor in 332 rounds of financing. In later stage matters, it has worked on a series of landmark IPOs. In 2011, it advised LinkedIn on its headline listing and is generally regarded as the leading firm in venture-backed IPOs. The firm’s broad capabilities in supporting clients from early or seed stage to global prominence is illustrated by its own worldwide expansion. In 2012, it opened its third office in China, in Beijing, as part of its continued focus on advising emerging companies in China. Silicon Valley is still the firm’s headquarters but it has built an impressive network of offices in other growth company centres such as nearby San Francisco, San Diego, Austin, Washington DC, New York and Seattle. Key members of the team include world-renowned chairman Larry Sonsini who continues to advise many of the firm’s most famous clients. In addition, Palo Alto’s Steven Bochner has legendary status in the growth company segment. Silicon Valley-based vice-chairman Jeffrey Saper, and Palo Alto colleagues Michael Danaher and regular Google adviser David Segre also have excellent reputations. So too does San Francisco’s Robert O’Connor, who is regarded as a leading figure in the cleantech sector.

The ‘excellentDLA Piper completed a huge 585 venture capital deals in 2011, enabling it to be placed first by Dow Jones Private Equity Analyst for private equity and venture capital transactions. The firm has a huge emerging growth and venture capital department in a multitude of key centres including Silicon Valley and San Francisco, San Diego, Austin, Reston (Virginia), Los Angeles, Washington DC, Atlanta, Boston and Phoenix. The firm has worked hard on developing its Silicon Valley presence in recent years, which started with the arrival of the prominent Curtis Mo in 2010, and was followed by the recruitment of an emerging growth, technology and venture capital focused team from the Palo Alto office of Reed Smith LLP in 2012, which included Richard Scudellari, Armando Castro and Matt Oshinsky. Later in the year Michael Torosian joined from Latham & Watkins LLP. The firm’s aggressive growth in Silicon Valley as well as throughout the US has given it even greater prominence within the emerging growth and venture community. In 2012, new clients included Bessemer Venture Partners, Samsung Ventures, EdgeCast Networks and Surveymonkey. Longstanding clients include Kleiner Perkins Caufield & Byers, Qualcomm Ventures, New Enterprise Associates and Groupon. In 2012, a team led by new partner Richard Scudellari represented AOptix Technologies on its $165m Series E-1 preferred stock financing. Reston-based co-chair of the department Jeffrey Lehrer advised Columbia Capital, Valhalla Partners and Novak Biddle on the $100m equity financing of Avail Media. Other leading figures in the practice include Austin and Palo Alto-based co-chair of the practice Paul Hurdlow, Austin’s Jim Montgomery, and San Diego’s Randy Socol and Michael Kagnoff, who is an ‘experienced steady hand’ and ‘very practical’.

Goodwin Procter LLP has a team of over 180 attorneys that focus on early stage, venture and technology transactions. It advises some 800 emerging companies and entrepreneurs and represents more than 200 venture capital and private equity firms. It also provides a rounded service to the emerging company sector with large dedicated departments offering services that range from fund formation to venture financing and venture-backed IPOs. The firm, which is given the ‘highest rating’ by clients, has a broad nationwide practice with substantial teams in Boston, New York, Washington DC and California. It further expanded its senior team in 2012 with the hire of Boston partner Thomas Beaudoin and Silicon Valley partner Lawrence Chu from WilmerHale and Wilson Sonsini Goodrich & Rosati respectively. The firm has made a number of important lateral hires in recent years, most notably in California, further adding to its status as a leading player on both the West and East Coast. In 2011 and 2012, a team led by leading Silicon Valley figure and co-chair of the firm’s technology companies group Anthony McCusker represented Index Ventures in a series of investments, including its $250m Series B financing of DropBox and the $40m Series F financing of Etsy. Fellow co-chair and Boston partner Bill Schnoor advised JumpTap on its $27.5m Series G preferred stock financing. Other clients such as Accel Partners, Artiman Ventures, Brightcove, DST Global, General Catalyst, Sequoia Capital, Socialtext and Tiny Speck, demonstrate the high standing of the practice. Life sciences, healthcare, Internet and digital media are key areas of strength. Other senior names in the department include Silicon Valley partner Jonathan Axelrad and local colleague Richard Kline, a headline recruit from Wilson Sonsini Goodrich & Rosati in 2011. Senior Boston partner John Egan and Boston colleague Kingsley Taft, who is known for his eminence in the life sciences sector, are also key members of the team. Silicon Valley’s Craig Schmitz and Caine Moss, and Washington DC-based Jamie Hutchinson are prominent names too, the latter having advised DST Global on its headline $1.5bn investment in Facebook alongside other investors in 2011.

Gunderson Dettmer LLP has a primary focus on entrepreneurs, emerging growth companies and venture capital firms. It is widely regarded as an emerging company and venture capital boutique. It has a leading presence in Silicon Valley and a massive reputation amongst the start-up community. It also has a presence in the growth company centres of Los Angeles, San Diego, Boston and New York. Some now regard the firm as having one of the leading emerging company and venture capital practice in New York, with this office having a particularly strong reputation for digital media work. New York partner Ken McVay, in particular, is making a significant impression on the market. In addition, the Boston and San Diego offices have proved critical in furthering the firm’s already strong reputation in the life sciences sector. Much of the firm’s work with start-ups has led to headline and high-value transactions. In 2012, the firm advised cloud security start-up Virtuata on its sale to Cisco. The firm also represented longstanding client OMGPOP on its $200m sale to Zynga in 2012. The firm has also completed a series of headline IPOs on behalf of its emerging company clients. In January 2013 it represented KaloBios Pharmaceuticals on its $70m listing on NASDAQ. The firm is awash with impressive senior talent, and there are few attorneys in this sector that are more prominent than founding partners Robert Gunderson, a leading figure in the venture capital sector, and Scott Dettmer, who is widely praised for his record in life sciences and technology. Steven Franklin is a leading figure in fund formation and structuring.

Latham & Watkins LLP has continued its upward trajectory in the emerging companies and venture capital segment. In 2011, it significantly expanded its offering in Boston and this has led to greater recognition both nationally and globally. Clients regard the team as ‘excellent’, ‘very responsive’ and ‘highly professional’, and commend its ability to ‘bring resources from all over the country’ to support clients. One client says that ‘other firms do not exhibit the same level of professionalism and consistency across the practice that it demonstrates’. This is down to the huge national and international resources that the firm provides, including key support practices. The firm has more than 65 partners that have a strong emphasis on emerging companies and venture capital clients. Its US practice extends across eight offices; Silicon Valley, San Francisco, Boston, Waltham, Los Angeles, San Diego, Orange County and New York. It also has leading expertise in all the key industries in this segment, notably technology, life sciences and cleantech. Clients include Mellanox, OpenTable, MAP Pharmaceuticals, OncoMed Pharmaceuticals, Codexis and Sapphire Energy. The firm is widely renowned for its ability to work with emerging companies at every phase of their development, from early stage through to national and international prominence. It has a leading position in venture-backed IPOs, having advised on the headline listings of Calix, Codexis, Complete Genomics and ZipCar in recent years, as well as many others. Hired in 2011, Boston-based co-chair of the emerging companies department John Chory and Boston partner Susan Mazur ‘understand the needs of the client’, are ‘strategic thinkers’ and ‘very competent’. In Silicon Valley, co-chairs of the group Patrick Pohlen and Alan Mendelson also have fine reputations.

Orrick, Herrington & Sutcliffe LLP’s emerging companies group is headquartered in Silicon Valley, though it has senior practitioners located throughout the US, Europe and Asia. Indeed, the firm has a particularly strong focus on growth company work in emerging markets. Clients highlight the firm’s ‘exceptional industry knowledge’, ‘response times’, and its ability to create ‘seamless interactions’ between investors and growth companies. The firm is ‘unflappable on issues of large or small magnitude’ and always addresses these matters ‘quickly and efficiently’ through its ‘multi-faceted legal suite’. It represents some 1,200 start-ups throughout the world and has represented many emerging companies in later-stage transactions such as advising Instagram on its $1bn acquisition by Facebook and representing Yammer on its $1.2bn sale to Microsoft. In addition, the firm has advised a number of growth companies on their IPOs, including the listings of Shutterstock, SodaStream, and SemiLeds. On the investor side, the firm represents a broad range of venture capital and Angel investors, such as Kleiner Perkins Caufield & Byers, Sequoia Capital, Bessemer Venture Partners, Trinity Ventures and Union Square Ventures. In 2012, the firm represented plug-in hybrid electric vehicles manufacturer Fisker Automotive on multiple rounds of financing. The firm has so far advised Fisker on a total of more than $1bn in financings. Key partners include Silicon Valley’s global head of the firm’s corporate business unit Mitchell Zuklie, who is now chair-elect of the firm. Silicon Valley-based head of the emerging companies group John Bautista is ‘truly exceptional’, ‘extremely knowledgeable’ and ‘one of the very best’, and Stephen Venuto is a ‘veteran’ with a ‘good depth of knowledge’. San Francisco’s Alan Talkington and Silicon Valley partner Don Keller are also recommended.

WilmerHale added some 250 start-ups and emerging companies to its client roster in 2012. The firm has a leading position in the life sciences sector, most notably in its New England heartland. And thanks to the depth of expertise within the global firm, highly regulated industries is another key strength for the practice, particularly in areas such as FinTech and education technology. In addition, it has a formidable presence in more mainstream tech sectors. New York and the San Francisco Bay Area are the other two major markets that the firm operates in. The firm has gained significant traction on the West Coast over the last two years with co-chair of the emerging companies and venture capital group Peter Buckland and Joseph Wyatt to the fore. Wyatt is a big name in the life sciences sector, alongside Lia Der Marderosian in Waltham, Massachusetts. Fellow Waltham partner Mick Bain co-heads the department and is a leading figure in the tech space. The immensely experienced Boston partner Mark Borden remains an important figure within the department, as does life sciences guru David Redlick, with Jennifer Berrent making considerable progress in New York. Key clients include 1366 Technologies, Agios Pharmaceuticals, Veracode, QD Vision and Demandware. Relationships with major venture capital investors such as North Bridge Venture Partners, Greylock Venture Partners and Khosla Ventures have given the practice even greater exposure to the start-up and growth company community.

The ‘excellentMorgan Lewishas more breadth’ than many other firms in this sector. It is ‘one of the premier venture firms’ according to clients who praise its depth, expertise and industriousness when negotiating on behalf of the client. Recently the firm expanded its capacity in Orange County with the hire of Ellen Bancroft and Bryan Gadol from Dorsey & Whitney LLP. The firm represents some 800 emerging business and technology clients and has advised on more than $5bn in venture financing transactions in the last five years. At the end of 2011, the firm represented Better Place on its $200m Series C financing. In addition, it advised medical device company Valeritas on its $150m Series C financing. Other clients include Comcast Ventures, Element Ventures, Kleiner Perkins Caufield & Byers, Proton Media and Samsung Ventures. The firm is also increasingly active on behalf of large corporate investors looking to finance the start-up community. It remains a leader in life sciences work, while social networking and data storage are growth areas for the department. The ‘godfather’ of the practice Stephen Goodman brings ‘enormous experience’, ‘intelligence’ and ‘credibility’ to all interactions. Tom Kellerman is commended for his ‘judgment’, ‘experience’, ‘attention to detail’ and ‘responsiveness’, and Steven Cohen is ‘thoughtful’ and ‘efficient’. The firm has a leading fund formation practice with San Francisco partner Paul McCoy very much to the fore. Philadelphia partners Joanne Soslow and Andrew Hamilton are also recommended.

Following a series of senior level lateral hires, including the immensely experienced Michael O’Donnell and David Lipkin in 2011, and the relocation of Charles Comey from Asia to Palo Alto, Morrison & Foerster LLP’s stock in Silicon Valley and California soared in 2012. Northern Virginia and New York are its other main centres of expertise. The firm has a formidable presence in cleantech, life sciences and mainstream technology. In cleantech, it represents many of the biggest names such as OneSun, Windowfarms, MicroMidas and Climate Earth. It also represents the major investors in the space such as Brightpath Capital, Khosla Ventures and Kleiner Perkins Caufield & Byers. In life sciences, the firm represented two of the three largest Series A biotech-based investments in 2012, including Ultragenyx Pharmaceutical Inc’s $45m financing and Cleave Biosciences $42m financing. On the technology side, the firm represented multi-channel performance marketing technology company Integrate.com on its $11m Series B financing and advised web-based business intelligence software company LogiXML on its $10m Series B financing. San Francisco’s Susan Mac Cormac is a leader in cleantech, with Charles Katz and Thomas Knox in Northern Virginia also prominent members of the department. Palo Alto’s Timothy Harris and Stephen Thau are furthering the firm’s reputation in Silicon Valley.

O’Melveny & Myers LLP has an impressive national and international practice. Much of the firm’s emerging technology practice is situated in Silicon Valley, though its efforts to tap into the growth company environment in Asia is certainly worth noting. Senior figure Howard Chao, for instance, splits his time between Hong Kong and Menlo Park. He represents a range of technology companies in connection with their China operations. Clients include Berkeley Heartlabs, Bessemer Venture Partners, Kleiner, Perkins, Caufield & Byers, Menlo Ventures, New Enterprise Associates, Sequoia Capital and Sima Therapeutics. Silicon Valley partner Paul Sieben recently advised venture capital backed free-to-play core gaming company Kabam on its acquisition of Vancouver-based Exploding Barrel Games. Other key partners in the department include Silicon Valley’s Warren Lazarow, who is chairman of the firm’s transactions department. Life sciences specialist Sam Zucker is also recommended and splits his time between Silicon Valley and New York.

Pillsbury Winthrop Shaw Pittman LLP has a formidable practice, most notably on the West Coast in Silicon Valley and San Diego, but also has strong presences in Northern Virginia and New York. Key clients include Achates Power, Bia Sport, Biogen, Breaktime Studios, Idle Games, Mitsui Ventures, Spear Street Capital and The Wicks Group of Companies. The firm has advised a range of growth companies on multiple rounds of financings, and through to their IPOs and exits. These include Atheros Communications, Cara Therapeutics, WebEx and Intel. It has advised technology and life sciences start-ups in raising in excess of $10bn in venture financing since 1999. It has also represented more than 100 venture capital funds. In 2012, the firm represented Apigee Corporation on connection with its Series F $20m financing. The firm had advised the same client on its Series E $7m financing in 2011. In 2012, the firm also represented semiconductor software company Tilera Corporation on its $12m Series E financing. Leading figures in the practice include Silicon Valley’s Jorge Del Calvo and Tom Thomas, Michael Sullivan in San Francisco, Ronald Fleming in New York, and San Diego’s Christian Salaman. Northern Virginia partner Craig Chason is also recommended.

Bingham McCutchen LLP has a strong presence in Boston and has a particularly fine record in the life sciences environment, though it has a more than respectable reputation in technology and cleantech. Clients include Vedantra Pharmaceuticals, Access BridgeGap Ventures, Bain Capital Ventures and Radius Health. In February 2013, a team led by leading Boston partner Julio Vega and John Utzschneider represented session border controllers company Acme Packet on its acquisition by Oracle. Will Perkins is also recommended.

Boston’s Choate, Hall & Stewart has a fine presence in the growth equity segment for emerging companies that are in the later stage of their development. The firm is equally well-known for middle market private equity, but it has a healthy client list of major venture funds. Clients include BV Investment Partners, Spectrum Equity, Summit Partners and Tudor Ventures. In 2012, the firm represented Spectrum Equity on its $25m growth equity investment in WeddingWire. It also advised Accel Partners on its $30m growth equity investment in Lightspeed Retail. Brian Lenihan and Stephen Cohen are the leading figures in the practice.

Outstanding’ and ‘excellent’, Covington & Burling LLP is ‘extremely diligent’, ‘proactive’ and is commended for its ‘knowledge of the life sciences industry’. The firm has leading regulated industries expertise and this has given it an elevated standing in the life sciences sector especially. Even so, technology has been the major growth sector for the emerging company and venture capital practice. In 2012, the firm added in the region of 20 to 30 early stage tech companies to its client roster, most notably in New York, but also as a result of the arrival of Silicon Valley partner Scott Anthony and a team from Wilson Sonsini Goodrich & Rosati. The team is primarily focused on Chinese growth companies and the US investors that provide financing to these start-ups. Other key partners include San Francisco’s Bruce Deming, who is ‘great to work with’ thanks to his ‘reactivity’ and ‘understanding of clients’ needs’. The immensely experienced New York partner Ellen Corenswet is also recommended, as is Washington DC-based Paul Rogers, who focuses on early stage companies in the government defence and security arena.

Dentons’ venture technology practice deals with a high volume of venture capital transactions. It works with a wide range of angel and venture investors such as New Venture Partners and Canaan Partners. It has genuine national and international credibility with dedicated partners located in multiple offices. Silicon Valley, Chicago, New York and New Jersey are its primary centres of expertise. New York partner Victor Boyajian heads the department.

Edwards Wildman Palmer LLP is another strong player in the life sciences sector. In February 2013, it advised Stemline Therapeutics on its headline IPO, the first biotech IPO of 2013. The deal demonstrates the firm’s ability to advise start-ups on early stage financings right through to later stage exits and listings. On the venture capital side, clients include Ampersand Capital Partners, Bessemer Venture Partners, Boston Medical Investors, Edison Ventures, Novartis Venture Fund and Oxford Bioscience. Boston partner and co-chair of the private equity and venture capital group Jim Barrett is recommended.

Foley & Lardner LLP is ‘excellent’ and commended for its broad network of offices. It is lauded for its extensive expertise, ranging from patent litigation to mergers and IPOs. One client praised the firm for completing an IPO in an ‘impossibly short time period’. The firm recently advised EKR Therapeutics on its $200m merger with Cornerstone Therapeutics. It also represented Affectiva on its $5m Series preferred financing. Other clients include ECRM, Molecular Insight Pharmaceuticals, Vicor, Carbonite and The Tile Shop. The firm has 19 partners in its private equity and venture capital department and 46 partners in its emerging technologies industry group. Susan Pravda ‘knows how to get things done’, is an ‘excellent negotiator’, and ‘strategically helpful’. Gabor Garai is an ‘outstanding corporate attorney’, and Beth Felder is also recommended.

New England’s Foley Hoag LLP has a formidable presence in Boston and nearby Waltham. It has a fine reputation for life sciences work, though it also has noted strength in technology. Clients include Allaire, Color Kinetics, Lightbridge, MRO Software, Power Medical and SolidWorks. The firm is widely commended for its focus on the Boston and New England start-up community and its connection to several major venture capital funds. It recently advised medical devices company ArthroCAD on its Series A financing and Blend Therapeutics on its $16m Series B financing. It has also demonstrated its expertise on later stage matters and exits. In January 2013, it represented deCODE Genetics on its $415m acquisition by Amgen. David Broadwin, David Pierson, Peter Rosenblum, Gil Arie and Paul Sweeney are among its leading partners.

Gibson, Dunn & Crutcher LLP is better known for growth capital and later stage transactions rather than advising early stage start-ups and on early stage venture financings. It is also a leader in cross-border investments and transactions, most notably those involving the Middle East and Singapore. In 2012, leading Los Angeles partner Bradford Weirick represented TeleSign Holdings on its $29m Series A preferred stock investment by Summit Partners. Eminent Silicon Valley partner Gregory Davidson also advised Accuray on its $15m investment in Compact Particle Acceleration Corporation.

Hogan Lovells LLP’s growth in Silicon Valley in recent times has demonstrated its commitment to the emerging companies and venture capital segment. The firm has particular strength in regulated industry sectors, which the venture capital and emerging company team has leveraged to a large extent in life sciences, cleantech and technology/telecoms. The firm’s national and global weight also enables it to advise on later stage matters and exits. In 2012, it advised TESARO on its $81m IPO and $58.5m follow-on issuance of Series B preferred stock. It also advised Hyperion Therapeutics on its $57.5m IPO and $32.5m convertible note offering. Other clients include New Enterprise Associates, Founders Fund, Hyperion Therapeutics, Venrock, Norwest Venture Partners and MedImmune Ventures. Jeffrey Hurlburt heads the department, and Laura Berezin and Jon Layman have played an integral role in heightening the firm’s reputation in Silicon Valley.

Jones Day has experienced solid growth in California in recent years, especially in Silicon Valley. High-profile clients include Five9, MarkLogic, Plum, Minted and Nimble Storage. Early stage clients include Neurotech Pharmaceuticals, DermLink and Grid Net. Venture clients range from Adams Street Partners to Granite Ventures, while strategic investors such as SAP and SanDisk, illustrate the breadth of the practice. Silicon Valley partner Tim Curry is a prominent name in the emerging and tech company space. In 2012, he represented Adams Street Partners on its Series D financing of LogRhythm. Curry also advised cloud services company Fuhu on its Series C financing provided by KDDI, Japan’s second-largest mobile service operator.

Lowenstein Sandler PC’s tech group has a mighty reputation in New York and year on year handles a high-volume of venture deals. Venture clients include Sequoia, Insight Venture Partners, Accel Partners, New Enterprise Associates, Investor Growth Capital and Bessemer Venture Partners. Company side clients range from Amazon through to Urban Daddy and BirchBox. The firm recently advised Andreesen Horowitz on its $85m investment in Zulily. On the corporate investor front, it represented Advance Publications on its $20m investment in New York-based start-up Rent The Runway. New York partner and chair of the tech group Edward Zimmerman has a leading reputation amongst venture capital funds.

McDermott Will & Emery LLP has a solid presence in Silicon Valley, San Diego and Boston. Clients commend the ‘team resources’ and ‘enormous business knowledge’, which can be applied to small and large transactions. The firm is equally well known for its work in the technology, life sciences and cleantech industries, as well as advising start-ups associated with Dartmouth College in New Hampshire. Boston partner Mark Stein is ‘exceptional’, has ‘invaluable knowledge and judgment’, and one client says he is ‘head and shoulders above any lawyer I have worked with’. Silicon Valley partner Mark Mihanovic is commended for his ‘negotiation skills’, ‘attention to detail’ and ‘quick response time’.

The ‘very capableMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is another prominent firm in the life sciences segment, though technology also accounts for a significant proportion of the practice. The firm has completed more than 180 venture capital transactions since 2010, with a total value of over $1.8bn. It represents clients from early stage right through to late stage financings and exits. In 2012, it represented Clearsky Power + Technology Fund in a series of financings including its $22.5m Series D financing of iControl Networks. It also represented Intercept Pharmaceuticals on its $30m Series C financing. Co-chair of the department and Boston partner Lewis Geffen has a fine reputation.

Morris, Manning & Martin, LLP’s technology practice has a formidable reputation in Atlanta and the South East region of the US. Much credit should go to department head John Yates, who is immensely experienced and has an impressive client roster of venture capital firms and technology companies. David Calhoun and Edward Hirsch also have fine reputations.

Sheppard, Mullin, Richter & Hampton LLP has made significant progress in Silicon Valley, adding to its fine reputation in Southern California. In Palo Alto, David Lee and Riaz Karamali are making a significant impression, though cleantech expert Stephanie Brecher has left to become general counsel at New Enterprise Associates and former venture capital practice chair Kevin Rooney has joined Cooley LLP. The firm recently advised New Enterprise on an $80m financing of a Canadian company. It also represented Calypso Technology on its corporate restructuring. In San Diego, Michael Umansky has a formidable reputation, especially in digital media.

Vinson & Elkins L.L.P.’s eminent oil and gas reputation has led it to carve out a considerable market share of the technology sector that services the energy industry. Much of its work centres on corporate investors as well as traditional venture and angel funds. Life sciences, software, internet, cloud computing and social media are other areas of activity for the practice. The department is largely located in Austin where senior figure William Volk has represented Austin Ventures for well over 30 years. Austin partner J Wesley Jones is also recommended.


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