United States > Mergers, acquisitions and buyouts
Overview
Firms within the M&A section are generally divided up into four areas according to the type of deal that a practice typically draws in. The range is based on mega, large, and upper and low mid-market values. Mega deals means transactions in excess of $5bn, with large deals falling within the $1bn-5bn space. The middle market is split between the high-end range of $500m-$999m and the sub-$500m mark. Of course, several of the largest national practices also carry out chunks of mid-market work, more so in recent times with less of the multibillion-dollar mandates up for grabs. Consequently, the largest firms have also been chasing mid-market work they might once have turned down, while there are practices whose sweet spot may be the $25m-$500m levels, but they are occasionally mandated on billion-dollar transactions.
In ranking firms and in the narrative, we give credit to those firms with broad practices that also demonstrate particular industry strengths and complementary firm-wide skills in other disciplines such as regulatory law, tax, antitrust and litigation. Additionally, when talking to clients, particular attention is paid to the value for money offered by M&A teams, individual attorneys’ negotiating and drafting skills, responsiveness levels and ability of partners to staff transactions appropriately. Furthermore, because this is a national M&A section, the firms headquartered outside of New York and Washington, DC are carefully considered, which can nonetheless show seamlessly integrated national, and often international, M&A teams, whether handling an energy deal run nationwide from Texas or a technology acquisition led out of California.
With the US economy clearly on the rebound in 2010, M&A lawyers are delighted to report the return of the strategic deal, with distressed asset matters less dominant. Private equity practices have also been celebrating a new lease of life. Specific industries that showed healthy activity levels during the year and that are expected to remain buoyant in 2011 include healthcare, financial institutions, energy, consumer goods, manufacturing, media, life sciences and technology.
Looking ahead, 2011 is expected to be a busier year for mergers with more private equity available and also an uptick in strategic transactions as companies buy up more than one other business in the same market, thereby raising market share and triggering greater agency scrutiny.
The intense focus on the private equity sector amongst America’s leading law firms remains relatively undimmed. The huge leveraged buyouts of four or five years ago have yet to return, but general activity levels are reasonably robust. Middle-market activity remains in good health and acquisitions out of bankruptcy or restructuring related deals have been particularly prevalent.
Despite Silicon Valley being the hottest area of activity for the venture capital and emerging company sector, law firms have built successful practices in other key locations such as Boston, San Diego, Austin (Texas) and Northern Virginia. It means firms that are closely associated with this area are becoming more and more national in approach. Notably, top tier firm Cooley LLP has offices in Palo Alto, San Diego, San Francisco, Broomfield (Colorado), Washington DC, Boston, New York, Reston (Virginia) and Seattle. With the growth of new industries such as clean technology, the emerging company and venture capital community is in fine health.
In 2010, a clearer picture began to emerge as to how the Obama administration and antitrust agencies intended to implement their antitrust enforcement agenda. With Christine Varney settling in as the new Assistant Attorney General at the DOJ, business and legal communities started to witness an increase in merger activity and investigations. For example, the number of second requests almost doubled, with the antitrust agencies focusing not just on blockbuster mergers but also looking back over consummated mergers and those that were not reportable under the Hart-Scott-Rodino Act (HSR).
Gradually a number of other trends also began to materialize such as the amount of class action cases getting beyond the motion to dismiss stage, thanks to the effect of the Twombley ruling which has led to more onerous pleading standards and greater discovery burdens. Meanwhile, in abuse of dominance cases, the agencies also appeared to be testing the limits of their authority. Although the increase in activity and evolving legal landscape undoubtedly presented lawyers and clients with a raft of new challenges, there was also relief for some clients on the remedies side, where the DOJ seemed to be taking a more flexible approach, imposing more conduct rather than structural remedies. Another positive development for clients in the pharmaceutical sector has been the development in “reverse payments” cases where, against the FTC’s wishes, the courts have refused to rule that the relevant settlement agreements constitute antitrust violations. Other industries of particular interest to the agencies include healthcare, due to substantial reforms, and agriculture.
It is also worth mentioning the new Horizontal Merger Guidelines, issued in August 2010, which have attracted conflicting feedback from lawyers. Some contend that the amendments will make merger analysis more labor intensive and less transparent, while others argue that the guidelines have simply been updated to reflect the approach that has always been taken by the agencies.
The dissolution of Howrey LLP in March 2011, following the departure of more than 100 partners during the course of the preceding year, saw the break-up of a formerly leading antitrust practice. Beneficiaries of the fallout included Baker Botts L.L.P., which recruited a nine-partner antitrust team to its Washington DC office, and Covington & Burling LLP, which added a four-partner antitrust litigation team, also in Washington DC.
Higher-ranked firms in antitrust are those that can demonstrate a well-rounded practice, showing excellence across all areas from the ability to handle large and complex merger transactions through to litigation and government investigations. Cross-border and multi-jurisdictional capability is also an important factor to consider in the team’s ability to represent the largest clients.
California, New York and Washington DC remain the centers of antitrust activity in the US, with Washington DC being particularly important for agency investigations and regulatory matters, and California attracting the big-ticket mandates from hi-tech clients.
Antitrust
Index of tables
Antitrust
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Leading lawyers
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- Kevin Arquit Simpson Thacher & Bartlett LLP
- William Baer Arnold & Porter LLP
- George Cary Cleary Gottlieb Steen & Hamilton LLP
- Mark Leddy Cleary Gottlieb Steen & Hamilton LLP
- Richard Parker O’Melveny & Myers LLP
- Phil Proger Jones Day
- Charles Rule Cadwalader, Wickersham & Taft LLP
- Joe Sims Jones Day
- Daniel Wall Latham & Watkins LLP
Arnold & Porter LLP remains firmly positioned as a top-tier firm in this practice area. Often described as a “one-stop-shop” in international matters, the practice has over 90 attorneys throughout the US and Europe representing major clients in the most significant matters. In Washington DC, merger highlights included advising Intel on the $7.6bn purchase of software provider McAfee. With a number of partners having worked previously within the Federal Trade Commission (FTC) or Department of Justice (DOJ), the firm is also strong in the government investigations arena, where clients include Intel and Monsanto. The New York and California offices are key parts of the firm’s antitrust litigation practice, often working with the Washington DC office to advise on multi-district litigation. Practice head William Baer is a highly praised attorney whose recent caseload includes defending General Electric against a series of class and individual actions regarding an alleged conspiracy between financial institutions to rig bidding processes for the purchase of financial products related to municipal bonds. Baer and his team won motions to dismiss two of the actions, which was especially significant given that more than 30 other defendants were denied motions to dismiss. In New York, Robert Mason is advising Visa USA and Visa International on a large class action and also favorably settled a parens patriae action which entailed the approval of new legislation. In Los Angeles, Ronald Redcay’s team has been acting for BP in a class action alleging a conspiracy to fix gasoline prices.
With solid roots in Washington DC, as well as a strong presence in London and Brussels, the ‘best in class’ antitrust and competition team at Cleary Gottlieb Steen & Hamilton LLP guides clients through some of the largest and most complex merger transactions. The practice has developed ‘meaningful contacts and professional relationships with the government agencies’, as well as a sound understanding of antitrust economics. The team is particularly strong in the hi-tech arena, often acting on behalf of private equity clients involved in hi-tech deals. Recent highlights include obtaining unanimous unconditional merger clearance from the FTC for Google to acquire AdMob and advising Nortel Networks on its Chapter 11 proceedings regarding all asset sales, some of which received unconditional clearance after an in-depth second request investigation. The litigation team has built a tremendous track record in winning dismissals of class action lawsuits for defendants including dismissal of two parallel lawsuits in state and federal courts in California alleging that the firm’s client Toho Tenax conspired with other carbon-fibre manufacturers to fix prices. The team won other victories for Citigroup, GlaxoSmithKline and Lafarge. George Cary, former deputy director of the FTC, is highly recommended. Mark Leddy, previously deputy assistant attorney general at the DOJ, remains very active on the case management side but has recently been made managing partner of the firm.
Gibson Dunn has considerable resources at its disposal with scores of lawyers providing advice on the full spectrum of antitrust matters, augmenting its flourishing US and EU civil litigation practice with advice on some impressive merger transactions. Recent work includes acting for Energizer on its acquisition of American Safety Razor, both leading suppliers of wet shaving razors and blades in the US, where the team obtained unconditional clearance from the FTC in an unusually short time period. The firm also represented Schlumberger Limited, the world’s largest oilfield services company, on its $11bn acquisition of Smith International for which it received unconditional clearances from antitrust authorities in the US (which included handling a second request from the DOJ), Canada, Russia, Colombia, Mexico and the EU. In the contentious space, achievements included helping longstanding client Intel to reach a proposed comprehensive settlement agreement with the FTC regarding alleged antitrust violations in connection with parts of its business activities and products. Daniel Swanson – co-chair of the antitrust practice group – represented AkzoNobel on a class action asserting price-fixing and cartel allegations. Cartel specialist Gary Spratling, based in San Francisco, acted for Martinair Holland NV in In Re Air Cargo Shipping Services Antitrust Litigation.
Described by many as a ‘go-to firm for antitrust advice’ and ‘a powerhouse in antitrust’, Jones Day’s full-service antitrust practice demonstrates an ability to ‘balance the big picture with getting the immediate tasks executed’. Practice leader Phil Proger heads a team in Washington DC which includes Joe Sims and Kathy Fenton – both ‘excellent lawyers providing top-quality legal counsel’ – and Toby Singer, ‘who is second to none’ and ‘knows how to field a team’. Additionally, Fiona Schaeffer joined the New York office from Weil, Gotshal & Manges LLP in August 2010. The team’s recent merger mandates include its representation of American Airlines regarding its long-sought expansion of the oneworld alliance with British Airways and Iberia, which authorities concluded would benefit consumers on both sides of the Atlantic. Other work included acting for InnoLux Display on obtaining clearance for a $5.3bn three-way merger with Chi Mei Optoelectronics and TPO Displays, the largest technology-related transaction in Taiwan’s history. In litigation, the team obtained a significant ruling from the US Supreme Court in favor of client American Needle holding that NFL teams are not entitled to be treated as a single entity, thus exposing an agreement among NFL parties to scrutiny under antitrust laws. This ruling has potential wider implications for collaborative businesses in other industry sectors. Other litigation clients include Chevron and Apple.
Kirkland & Ellis LLP experienced significant expansion at the start of 2011 with the arrival of Tim Muris, Christine Wilson and Bilal Sayhed from O’Melveney & Myers LLP. The firm has a solid history of providing antitrust services on a global scale, operating through more than 150 of its own attorneys across its US and European offices, as well as an established network of local lawyers internationally. The practice continued to expand to support the volume of new work, promoting litigator David Horowitz to partner and bringing in HSR filings expert Jennifer Clarke-Smith from the FTC to join the Chicago office. The US practice has a strong track record in antitrust litigation where it continues to attract high-profile clients in cases often involving novel or esoteric points of law. For example, it is representing Chiquita Brands International before the European Commission in a case concerning similar issues to those considered in the US by the Stolt-Nielson judgment regarding the withdrawal of leniency and, additionally in this case, the imposition of a fine by way of a statement of objections. Work for Karen Walker in Washington DC included achieving a significant victory for Twentieth Century Fox in having dismissed a widely publicized antitrust lawsuit brought by DVD kiosk operator Redbox alleging a restraint-of-trade conspiracy between the client and its DVD distributors to boycott Redbox. Elsewhere, private equity clients have contributed to keeping the team busy with merger activity, and the group filed HSR notifications in approximately 9% of all transactions reported in the US in 2010. Highlights included securing HSR clearance for Metavante Corporation’s $2.9bn acquisition by Fidelity National.
The ‘exceptional’ Latham & Watkins LLP is praised for being ‘superior in terms of client service, industry knowledge, technical expertise, contacts with the regulators and practical advice’. Antitrust teams in Washington DC, New York and San Francisco (which attracts large hi-tech clients) are supplemented by colleagues globally, giving the group the resources and credentials to deal with every type of national or international antitrust and competition law challenge. Despite the down market, the practice invested in four internal partner promotions and two new lateral hires, including Niall Lynch joining the San Francisco office from the DOJ where he served as assistant chief of the Antitrust Division. A downturn in merger filings was balanced by an increase in work on several major international cartel investigations, including acting for Singapore Airlines regarding the air cargo cartel. San Francisco-based Daniel Wall, who has ‘great experience of technical companies and knows how a market works’, represented Live Nation on its $2.5bn merger with Ticketmaster; and Oracle on its $7.3bn acquisition of Sun Microsystems despite aggressive opposition from competitors including Microsoft and SAP. Litigation teams in San Francisco and Chicago won a complete defense judgment after a rare full trial on the merits for Ovation Pharmaceuticals (now part of Lundbeck) in antitrust lawsuits filed by the FTC challenging its acquisition of an exclusive license to manufacture and sell NeoProfen in the US. Other dismissals in class action lawsuits were obtained for Dentsply International and Time Warner Cable.
O’Melveny & Myers LLP has been busy across the antitrust space and bolstered its practice with two new partners, Tom McCoy and Jonathan Sallet, recently joining the Washington DC office. Sallet’s background includes having served as chief policy counsel at MCI Telecommunications, while McCoy spent 16 years at Advanced Micro Devices (AMD). The practice enhanced its profile by representing AMD and its executives during the FTC investigation of Intel, which resulted in one of the largest settlements achieved in antitrust litigation by a single plaintiff. The highly recommended Richard Parker, who co-chairs the practice, advised Apple during a DOJ investigation relating to agreements between companies not to hire away each other’s skilled workers, in which a favorable consent decree was reached for Apple with the DOJ. The team has a strong relationship with Samsung, for which it is acting in the optical disk drive cases, one of the largest multi-district litigation actions of recent times, and in the cathode ray tube cases. In addition to its strong client base on the technology side, the team has also worked on significant matters for clients such as Delta Airlines, several CIGNA companies and Asiana Airlines, which the team advised on the Foreign Trade Antitrust Improvements Act. The team has also acted on several large-scale mergers for multinationals in a range of other industries including beverages, pharmaceuticals and oil and gas. The firm suffered the significant loss of the highly regarded former FTC chairman Tim Muris along with Christine Wilson and Bilal Sayyed to Kirkland & Ellis LLP.
Paul, Weiss, Rifkind, Wharton & Garrison LLP’s compact antitrust team is recommended for its ‘excellent response times’ and ‘strong industry knowledge’, and has built a solid reputation based on quality rather than quantity of work. Practice co-head Joseph Simons, a former chief antitrust enforcer at the FTC, has a ‘great knowledge of the law combined with very good contacts at the relevant agencies’, and regularly advises the government and economists on merger review issues. Simons’ recent work includes representing Agrium during its hostile bid for CF Industries Holdings, which was the subject of a lengthy investigation prior to conditional approval, and The Lightstone Group in connection with the $2.3bn disposal of its portfolio company, Prime Outlets Acquisition Company, to Simon Property Group. Other work for the team included coordinating the EU and Canadian investigations for Hewitt Associates on its $4.5bn acquisition by Aon Corporation, where the transaction was closed without a second request. Kenneth Gallo, managing partner in Washington DC, is a highly recommended litigator who recently acted for American International Group (AIG) to secure Third Circuit affirmation of a District Court’s dismissal of an antitrust and RICO class action alleging an industry-wide market allocation conspiracy regarding commercial and employee benefits insurance. Other clients include MasterCard, News Corporation and The Nielson Company. Moses Silverman co-heads the practice and leads the New York team.
Simpson Thacher & Bartlett LLP attracts top-notch clients in a wide range of industries encompassing the full range of antitrust matters from complex multi-jurisdictional mergers to high-stakes litigation and government investigations. The firm’s New York headquarters is increasingly buoyed by an expanding Washington DC presence, with both teams underpinned by a strong presence in London. Recent highlights include successfully representing AdMob in connection with its $750m sale to Google and advising Wyeth regarding its approximately $68bn sale to Pfizer in a cash-and-stock transaction that became one of the largest pharmaceuticals mergers in history. In litigation, the team has notched up several victories for the Fidelity family of title insurance companies and their parent, Fidelity National Financial, in 15 class actions pending in federal courts in 12 states, alleging price-fixing of title insurance rates. The firm is also separately defending KKR and The Blackstone Group in a class action alleging a conspiracy to rig bids, restrict the supply of private equity financing, fix the prices for target companies at artificially low levels and divide up a market for private equity services in leveraged buyouts. The hugely respected Kevin Arquit, a former director of the Bureau of Competition at the FTC, is extremely well known in this practice area and has a history of representing high-profile clients in boundary-defining merger and antitrust litigation.
Skadden, Arps, Slate, Meagher & Flom LLP’s broad practice encompasses global M&A, government enforcement and criminal investigations, as well as trial and appellate litigation. The firm’s US offices are augmented by a growing international offering, notably a strong Asian presence and a growing team in Brussels. In New York, Neal Stoll handled all global filings for BlackRock regarding its $20bn acquisition of Barclays Global Investors from Barclays Bank plc including securing early termination from the FTC as well as unconditional phase I clearance from the European Commission. In Washington DC, Benjamin Crisman and John Lyons represented Merck KGaA on its $7.2bn acquisition of Millipore Corporation, a transaction for which the Washington DC and Brussels offices secured multiple clearances around the world. On the litigation front, Steven Sunshine, who joined the Washington DC office from Cadwalader, Wickersham & Taft LLP, is acting for Watson Pharmaceuticals on several matters including high-profile antitrust lawsuits brought by the FTC regarding “reverse payments” settlements. Sunshine is also defending the company’s CEO, Paul Bisaro, in a case that marks the first time a federal court has ordered discovery against the FTC for the purpose of ensuring that its enforcement of a subpoena during the course of an investigation would not amount to abuse of process. The firm’s dedicated sports law practice handles antitrust mandates for sports clients.
Covington & Burling LLP has continued to expand during testing times and has accumulated a senior team with extensive government experience. In March 2011, the firm added a four-partner antitrust litigation team to its Washington DC office after John Nields, Alan Wiseman, Andrew Lazerow and Jason Raofield joined from the disbanded Howrey LLP. The antitrust and consumer law practice group is co-chaired by Tom Barnett, a former assistant attorney general of the Antitrust Division of the DOJ, and Deborah Garza, who is a former acting assistant attorney general of the same. Additionally, Jim O'Connell is a former deputy assistant attorney general and James Garland is a deputy chief of staff and counselor to the AG. As well as teams in Washington DC, San Francisco and New York, the firm can leverage the 11-strong competition team in its Brussels office and a network of local law firms in foreign jurisdictions to deal with international matters. The team’s broad practice spreads evenly across mergers, advisory work – particularly on joint ventures or other collaborations in life sciences, oil and gas, and telecoms – as well as class action litigation and cartel investigations. Its talents attract A-list clients such as Disney, Expedia, ExxonMobil, Merck & Co and Samsung. Recent highlights include advising Expedia on its participation in Fairsearch.org – a coalition of travel companies seeking to educate the DOJ and others about the potential harm to competition from Google’s proposed acquisition of ITA. It also advised Dartmouth-Hitchcock Medical Center on the FTC’s investigation into its proposed affiliation with Catholic Hospital Center of Manchester, New Hampshire, and advised Pepco Holdings on regulatory approvals for the $1.7bn sale of Pepco’s Connectiv Energy merchant generation business to Calpine.
Cravath, Swaine & Moore LLP’s New York-centered antitrust practice handles litigation, advisory work and investigations, and its traditional strength in litigation has been supplemented by a substantial increase in merger-related work. The firm has experience of working in most industry sectors but has a particularly strong focus in cable, media, pharmaceuticals, healthcare, airlines, consumer products, high-tech hardware and software, and financial services. Recent work includes defeating a motion by plaintiffs seeking a preliminary injunction to block United Airlines’ merger with Continental Airlines, after which the group advised United Airlines on the $3bn merger to create the world’s largest airline. The group also acted for Burlington Northern Santa Fe (BNSF) in connection with its $44bn acquisition by Berkshire Hathaway. Additionally, the group’s trusted litigators are representing American Express in several pending class actions and in a civil antitrust lawsuit brought by the DOJ and seven state attorneys general and engineered several victories for Bristol-Myers Squibb including the dismissal of a complaint by a secondary wholesaler alleging exclusionary practices. The firm is also assisting longstanding client Qualcomm in connection with competition proceedings in Japan and Korea, as well as with a new European antitrust investigation.
Davis Polk & Wardwell LLP provides ‘very responsive, strategic, wise, effective and efficient’ service through its litigation department, which has broad experience in the field of antitrust and works closely with the firm’s M&A practice group. While the firm refrains from advising directly on non-US antitrust matters, offices in Washington DC, New York and California work with a network of firms worldwide to provide support on complex, cross-border transactions. The firm earns some big-ticket mandates for high-profile clients and recent work includes advising Comcast regarding its $37bn agreement with GE to form the NBC Universal joint venture. Michael Sohn, who joined the Washington DC office from Arnold & Porter LLP in 2010, focuses on the antitrust aspects of mergers, but also handles government and private antitrust litigation and investigations; he is ‘very client focused’, provides ‘workable answers and solutions’ and ‘takes a very balanced approach’. In merger-related litigation, the team was chosen by Panasonic, SanDisk and Toshiba to defend their joint venture against antitrust claims filed by Samsung in a case dealing with critical but rarely litigated antitrust aspects of intellectual property and standard setting. Other work included defending LG Electronics in more than 30 nationwide class actions with claims exceeding $1bn; and acting for large companies and leading multinational conglomerates in various DOJ investigations.
Hogan & Hartson’s merger with Lovells in May 2010 to form Hogan Lovells US LLP created a significantly enhanced antitrust and competition law practice on a number of levels including overall size, sophistication, scope, global capability, client base and industry exposure. The enlarged practice now covers mergers, investigations and litigation. Post merger, the team continues to attract leading antitrust experts including Robert Robertson, a former FTC chief litigator, who joined the Washington DC office in 2010. The highly regarded Janet McDavid in Washington DC heads the team, which continues to act for IBM on a number of matters; it recently secured summary judgment in an antitrust case brought against the client by T3 Technologies. The group also successfully navigated IBM through the DOJ’s investigation of hiring practices at technology companies, with IBM one of the few companies not charged with antitrust violations by the DOJ. Recent merger clearance work includes representing AdMob during its $750m acquisition by Google, which was unanimously cleared despite numerous reports of an imminent challenge, and advising Black & Decker on its $4.5bn merger with The Stanley Works, which was cleared without a second request. The firm is also advising Air Canada and Home City Ice in cartel and related litigation matters.
Shearman & Sterling LLP offers a ‘world-class service’ and has an impressive track record in large-scale mergers, cartel investigations and cross-border litigation. The antitrust practice is consistently praised for putting together ‘appropriately sized, first-rank teams’, and being ‘frequently able to deliver better results when compared to firms with lower rates and less focused efforts’. New York-based Kenneth Prince applies ‘the highest level of experience and judgment to the most sophisticated legal issues’, and advised Cadbury on the US aspects of its $19.4bn acquisition by Kraft; he was also part of a team that represented new client Psychiatric Solutions before the FTC and state regulators regarding its auction and subsequent $3.1bn acquisition by Universal Health Services. Other new clients include Sybase, which the team has been advising on its $5.8bn sale to SAP, and which involves obtaining clearance from the DOJ, the European Commission and other national competition authorities. The practice has been involved in many significant DOJ cases in recent years and has ‘tremendous insight as to how the regulatory bodies work and on the individuals who work there’. It is representing Cargolux in parallel investigations into the alleged air cargo cartel by the DOJ, the European Commission and other regulators. The group is representing Barclays in one of the largest antitrust class actions in the US brought by a group purporting to represent merchants throughout the US alleging, among other things, a conspiracy to fix interchange fees.
Weil, Gotshal & Manges LLP’s team is regularly praised for giving ‘professional, frank and honest’ advice. The group has high-caliber attorneys in both its New York and Washington DC offices in the merger, litigation and criminal and cartel fields. Global co-head of the practice Helene Jaffe, who is highly recommended, takes the lead on a variety of issues for major companies such as GlaxoSmithKline, General Electric and General Motors. Ann Malester, whose clients include Panasonic, Abbott Laboratories and Procter & Gamble, is ‘superb at what she does’ and ‘combines her years of experience at the FTC and her in-depth understanding of the law to give very high quality advice’. Rising star Adam Hemlock, who is appreciated as someone with whom clients ‘can exchange opinions and thoughts very frankly’, specializes in cartel work and notably also has extensive experience representing Japanese clients in antitrust matters. Malester and Hemlock represented Panasonic on its $9bn acquisition of Sanyo in the US, EU and various foreign jurisdictions, which required only limited divestitures relative to the size and complexity of the transaction. Jaffe’s practice co-head Steven Newborn, previously director of litigation at the FTC’s Bureau of Competition, advised ExxonMobil on its $41bn acquisition of XTO, one of the largest energy mergers in recent years, which was cleared with no undertakings. Recent litigation highlights include acting for MovieTickets.com in reaching a favorable settlement following a consumer class action brought against MovieTickets.com and Webloyalty.com based on the latter’s allegedly deceptive advertisements for its membership-based discount programs. The group has provided cartel advice to clients including ExxonMobil, Panasonic, Pirelli, Vantec and Prym.
White & Case LLP’s global antitrust practice provides an ‘excellent’ service which is ‘extremely responsive in time-sensitive matters’ and able to offer advice on the full range of competition issues. In addition to matters in the US and EU, the team is particularly well positioned to deal with an increasing workflow emerging from South Africa and Brazil through its offices in Johannesburg and São Paulo. The truly global scope of the practice was demonstrated by its ongoing representation of Toshiba in two major antitrust multi-district class actions and related global cartel investigations being carried out in the US, Canada, and countries across Latin America, the EU and Asia. The group has also developed a reputation for vigorously litigating against government authorities and private parties; its exemplary trial record includes recent victories against the DOJ, FTC and European Commission. For example, Mark Gidley acted on a precedent-setting Supreme Court decision in favor of client Stolt-Nielson, in which the Washington DC team secured a complete victory when the Court denied recourse to class arbitration of antitrust claims in cases where the arbitration agreement is indisputably silent on the subject. Another notable first for Gidley included representing Par Pharmaceutical and Paddock Laboratories in an antitrust challenge filed by the FTC regarding “reverse payments”, which was the first time the FTC lost such a case on a motion to dismiss. In merger clearance work, George Paul and colleagues in Washington DC has been acting for Grupo Bimbo on its $959m acquisition of Sara Lee’s North American fresh bakery business in a transaction, which will create the largest bread company in North America.
Dechert LLP, whose attorneys display ‘a positive attitude’ and ‘value their clients’, has built its antitrust practice on four main pillars of work: mergers, class actions, and civil and criminal cartels. The firm regularly acts on global transactions, putting together teams from the US with those from its strong EU practice and drawing on a network of local firms where necessary. A recent addition to this ‘intellectually strong but street savvy’ team is Mike Cowie, who joined the Washington DC office from Howrey LLP and is a former FTC attorney; he brings with him litigation skills and agency connections. Joseph Tate in Philadelphia – ‘always accessible, and always deeply committed to getting to the right result’ – acted for FMC Corporation in a watershed ruling involving a series of direct and indirect purchaser class and opt-out actions alleging an unlawful price-fixing conspiracy. Based in Washington DC, Paul Denis is ‘in the highest category you can put him in’ for his ability to ‘analyze problems; and for being strategic, commercial and very responsive’. His recent highlights include securing an extremely favorable settlement for Whole Foods Market in an unprecedented procedural action by the FTC seeking to unwind the client’s acquisition of Wild Oats Markets; and securing FTC clearance for Monster Worldwide’s acquisition of HotJobs from Yahoo! after a full investigation and second requests. Stephen Stack and George Gordon – ‘a great combination’ – aggressively litigated an antitrust counterclaim in a trade secret case for INEOS, ultimately resulting in a very favorable settlement.
Mayer Brown’s has a ‘first rate’ antitrust practice, underpinned by an eminent Supreme Court and appellate practice; Chicago-based Stephen Shapiro alone has argued over 25 US Supreme Court cases. Historically, the firm has successfully tried and/or handled on appeal some of the most significant antitrust cases, creating important authorities on a variety of subjects. Recent litigation highlights include acting for Solvay Pharmaceuticals against the FTC and in private antitrust litigation challenging settlements of patent infringement litigation; and acting for BASF in a high-profile case regarding a conspiracy to fix prices and allocate customers and markets for certain urethane products. Practice leader Robert Bloch, whose background includes an 18-year tenure at the DOJ, is part of a team representing Cypress Semiconductor in approximately 75 class actions brought by direct and indirect purchasers of SRAM chips alleging that the client and other manufacturers fixed prices over a nine-year period. The team has also handled numerous matters for United Airlines over the years and has always had the client dismissed from actions without having to make a payment. Richard Favretto is ‘extremely effective in dealing with government enforcement agencies and with plaintiffs counsel’. He and John Roberti, who has ‘first-rate analytical abilities’, recently acted for United and UAL Corporation in Dominguez v UAL Corporation (DDC), winning a motion for summary judgment against allegations that United’s refusal to allow resale of tickets violated antitrust law. Elizabeth Mann recently joined the Los Angeles office from McDermott Will & Emery LLP.
Sullivan & Cromwell LLP’s solid, stable litigation team is ‘able to deliver when you have critical matters’, and possesses the breadth of experience to see a case through from beginning to end. This team works closely with the corporate practice, enabling it to become more accustomed to its clients’ businesses from the outset, creating a ‘very responsive’ service that is ‘attentive to strategic needs’. The firm fields antitrust teams in New York and three other US offices, as well as London and Brussels, providing the platform for handling global merger clearances and cartel investigations. New York-based Yvonne Quinn has been at the forefront of some of the firm’s most significant merger transactions, including advising Barclays Bank plc on its $15.2bn sale of Barclays Global Investors to BlackRock. Daryl Libow in Washington DC acted for British Airways regarding its $7.5bn tie-up with Iberia. In New York, Steven Holley advised Alcon on Novartis’ $12.9bn acquisition of Nestlé’s remaining shares in Alcon to conclude a multi-stage deal in which Novartis ultimately acquired all of Alcon for $49.7bn. Other highlights included acting for British Airways in the air cargo investigation and related class actions, and defending JPMorgan as one of the banks against which over 35 complaints have been filed regarding a monopoly on silver futures.
Operating out of New York, Wachtell, Lipton, Rosen & Katz’s antitrust practice works closely with the firm’s corporate department to provide specialist advice and support on a prolific and wide range of merger transactions. Recent highlights include acting for CenturyTel on its acquisition of Qwest Communications International and advising Novartis on its $49.7bn acquisition of Alcon from Nestlé. On the sell side, it advised Airgas on an unsolicited offer from Air Products & Chemicals; and Terra Industries on its $4.7bn sale to CF Industries. Recommended individuals include Ilene Gotts, a former staff attorney at the FTC’s Bureau of Competition; Damian Didden, a former trial attorney with the Antitrust Division of the DOJ; and David Neill, who has represented the buyer or seller in most of the largest US financial institution mergers. The team is also well placed to deal with international merger matters and has experience of working with a number of international antitrust regulatory agencies.
Freshfields Bruckhaus Deringer LLP is ‘excellent in terms of response time, expertise and practical advice’. Although still relatively new on the US scene, the firm has a broad practice and a wealth of experience including the ‘excellent’ Bob Schlossberg and practice head Paul Yde, both based in Washington DC. The firm continued to expand its US presence by hiring Marshall Fishman and Walter Stuart in New York, both with particular experience of acting for financial institutions in litigation matters; and Tim Coleman in Washington DC, who was previously a senior official at the DOJ. The firm’s strong corporate offerings in New York and London, as well as highly regarded competition teams in several other offices worldwide, ensures that the US antitrust team remains well placed to deal with large, cross-border transactions and multi-jurisdictional cartel actions. The team has seen an increase in requests to advise on major bribery issues and work relating to foreign investments. The team has defended clients in many second request merger reviews including advising Continental Airlines on its $3.2bn merger with United Airlines, where the team successfully pre-empted a possible challenge to the merger by designing an innovative, slot-lease solution, and also successfully negotiated an expedited conclusion of the multi-state investigation. The ‘commercially minded’ and ‘extremely responsive’ Bruce McCulloch was also part of a team advising Saint-Gobain before the FTC regarding the sale of its Advanced Ceramics business to CoorsTek. Other major clients include Emirates, Bank of America and Johnson & Johnson.
Sidley Austin LLP’s well rounded, full-service global antitrust practice advises a diverse client base on M&A transactions from several offices across the US and utilizes strong resources in London and Brussels, as well as its expanding offering in Asia. In Washington DC, the highly recommended Lawrence Fullerton – a former chief of staff for the Antitrust Division at the DOJ – acted for Aon Corporation regarding its proposed $4.9bn acquisition of Hewitt Associates. He also advised Viterra on the antitrust aspects of its recent acquisitions of Dakota Growers and 21st Century Grain Processing. Chicago-based John Treece is ‘very strong technically’ and ‘extremely responsive’, and is well known for advising pharmaceutical clients; he recently advised Astellas Pharma US in commercial litigation concerning allegations relating to its business model for a particular product. The practice has been bolstered by two new partners who were previously assistant US attorneys in the Northern District of California: David Anderson in San Francisco and Douglas Axel in Los Angeles will focus on criminal antitrust matters. Joel Mitnick in New York is also recommended.
WilmerHale has extremely capable antitrust teams in several locations throughout the US, particularly in Washington DC, despite losing Doug Melamed to Intel and Robert Bell to Kaye Scholer LLP in late 2009, and the firm retains an impressive roster of clients. William Kolasky, Thomas Mueller and Leon Greenfield are all recognized for their strengths in the field. Additionally, Boston-based James Burling concentrates on litigation and merger issues for internet, biotech and pharmaceutical companies, while Michelle Miller advises on mergers and government investigations, litigation and compliance issues. In California, Robert Badal focuses on the intersection of antitrust and IP law and handles some litigation. Recent merger work includes advising Cisco Systems on representations before the European Commission and DOJ as part of the client’s successful $3.3bn acquisition of the Norwegian video communications company Tandberg; and securing clearance for Qwest Communications’ merger with CenturyLink. In government investigations, the team has been defending Cephalon against FTC lawsuits and class actions regarding the settlement of Hatch-Waxman patent litigation; and Intel against FTC monopolization and DOJ hiring practice investigations. Cartel investigations also feature strongly where recent work includes representing JPMorgan in DOJ and SEC investigations into potential anti-competitive conduct in the municipal derivatives markets.
Wilson Sonsini Goodrich & Rosati advises on antitrust aspects of M&A, criminal and civil investigations by government agencies, antitrust litigation and advice on issues relating to intellectual property. In working with Fortune 100 global enterprises as well as venture-backed start-ups, the group has gained expertise across a broad array of industry sectors, ranging from software and medical devices to food services and media. The group is particularly renowned for its work in the technology sector, where previous work included advising Sun Microsystems on its $7.4bn acquisition by Oracle Corporation in 2009. Washington DC-based Susan Creighton, a former director of the FTC’s Bureau of Competition, is recommended for antitrust advice generally, while Renata Hesse focuses on antitrust litigation and counseling and is a former chief of the networks and technology enforcement section of the Antitrust Division at the DOJ. In New York, Jonathan Jacobson represents corporations in high-profile antitrust litigation and investigations.
Bingham McCutchen LLP’s antitrust team provides ‘sound, practical and savvy’ advice, while the group’s ‘depth of talent’ is such that its ‘associates are capable of handling matters in the absence of partners’. The group is spread across four US offices that collectively handle mergers, government investigations and class actions, with the latter being an area in which the practice is particularly strong. The firm also recently added a competition partner to its London office. Recent merger work includes representing Cognos, a Canadian corporation, on its $5bn acquisition by IBM, which required pre-merger clearance in the US, EU, China, Brazil and South Africa. The team’s class action litigators have been described as ‘smart-as-a-whip gentleman lawyers; practical and commercial but real bulldogs’. In particular, Richard Taffet has an ‘excellent strategic view and is capable of noticing changes in a situation and formulating appropriate counter-arguments very promptly’. He represented SanDisk in successfully dismissing class actions by direct and indirect purchasers. Donn Pickett is an ‘exceedingly knowledgeable, experienced, hardworking and excellent trial lawyer’, whose recent successes include settling a class action for companies owned by international luxury group, LVMH. Practice co-head Holly House is also highly regarded.
Although relatively small, Cadwalader, Wickersham & Taft LLP fields a ‘world-class’, ‘super, results-oriented’ antitrust practice which offers advice on mergers, joint ventures and other strategic alliances, litigation and counseling, and grand jury investigations, an area in which it is particularly active. Although perhaps not as visible as some other firms acting for clients under amnesties, the team focuses on building solid defense cases and has also begun to develop its body of plaintiff representations. The large Washington DC office maintains a good working relationship with the agencies through a team which includes numerous former government officials. Among these is Charles Rule, a former assistant attorney general of the Antitrust Division at the DOJ, who is ‘fabulously experienced’, ‘enormously brilliant’, ‘one of a handful of people everyone respects’ and ‘at the very top of his game’. Anthony Nanni, a former chief of the national criminal antitrust enforcement section of the Antitrust Division, is also recommended. Jonathan Kanter, a former FTC merger enforcement attorney, focuses on the technology and internet markets, industries for which he demonstrates a deep understanding. The practice’s recent highlights include acting for Pfizer during its merger with Wyeth and representing Microsoft on various transactions, including the company’s high-profile acquisition of Yahoo!’s search business, which was recently approved by US and European antitrust officials. The team continues to defend a major financial institution in a class action alleging an antitrust violation in connection with auction rate securities; and is advising several clients as plaintiffs in antitrust actions against Google.
Staffed principally by litigators, Debevoise & Plimpton’s US antitrust team resides within the litigation department and operates predominantly from New York, working in collaboration with European colleagues in London, Paris and Frankfurt. The group provides a well-rounded service to plaintiffs and defendants, and has experience across a wide range of industries, managing a workload that is split fairly evenly between mergers, investigations and litigation, with an increase in merger mandates recently. The ‘extraordinarily knowledgeable’ Gary Kubek – who has ‘a cost-effective approach’, ‘responds rapidly’ and ‘makes himself very available’ – has been representing the Association of American Publishers regarding challenges, including a DOJ investigation, to its settlement with Google over its scanning of books for the Google Library Project. In merger clearance work, the team represented Reynolds Group on its $6bn acquisition of Pactiv Corporation, a NYSE-listed packaging and storage manufacturer, and advised Hertz Global Holdings on its proposed $1.56bn acquisition of Dollar Thrifty Automotive Group. Litigator Daniel Abuhoff is also recommended.
Dewey & LeBoeuf LLP has demonstrated the capability to deal with multiple cases across a broad practice covering cartels and related private litigation, conduct cases, Robinson-Patman Act price discrimination cases, antitrust enforcement and patent rights, and standard-setting cases. The group also expanded its IP and antitrust law expertise by recruiting Washington DC-based Joseph Lavelle from Howrey LLP. Global practice co-head Jeffrey Kessler in New York is ‘an absolutely wonderful lawyer who pulls together highly competent and effective teams but remains fully engaged and in control’. His recent highlights include advising Panasonic on the cathode ray tubes investigation and compressors investigation, and the firm regularly represents Panasonic in major antitrust matters. In multi-district actions, New York-based Eamon O’Kelly has been defending JSC Uralkali, a Russian potash producer, regarding price-fixing allegations made by competitors; and defending Munich Reinsurance America against bid-rigging allegations. David Turetsky, who is ‘very thorough’ and has ‘deep subject matter expertise’, advises broadly on antitrust matters. He recently scored an important Supreme Court victory for the National Football League Players Association (NFLPA), which won a decision against the National Football League’s (NFL) bid to be viewed as a single entity and thereby immune from antitrust rules. Turetsky is also representing the NFLPA in Tom Brady et al vs the National Football League et al, concerning alleged antitrust violations by the NFL resulting from a breakdown in negotiations over collective bargaining agreements. Turetsky also acted for MetLife on its $16bn purchase of American Life Insurance from AIG, which involved filings in over 70 countries.
Hunton & Williams LLP’s practice runs the full gamut of antitrust activities with its primary areas of focus including antitrust litigation, and advice on consumer protection matters as well as distribution and franchise systems. In addition to a strong team in Washington DC, the group also has a very deep Brussels practice, managed by a number of partners formerly at the European Commission. The practice’s track record includes representing Raytheon in defending a private antitrust complaint brought by Honeywell alleging that Raytheon and Rockwell entered into an anti-competitive exclusive teaming agreement. It also represented Vulcan Materials Company and Florida Rock Industries in a series of significant class action lawsuits alleging price fixing in Florida’s cement and concrete markets. Other clients include Mastercard International, Delta Airlines and The Scotts Miracle-Gro Company. Bruce Hoffman now heads the group following Hewitt Pate’s departure to Chevron. Hoffman is a former deputy director of the FTC’s Bureau of Competition. Thomas Slater in Richmond heads the litigation team, while Hoffman leads on cases at the intersection of IP and competition law where he can utilize his experience in licensing, patent pooling and standard setting. Ray Hartwell heads the criminal and cartel defense practice, while David Higbee, Melvin Orlans, as well as Hoffman and Hartwell handle merger clearances. All recommended lawyers are based in Washington DC unless noted otherwise. Keila Ravelo departed to Willkie Farr & Gallagher LLP in New York.
The ‘excellent and dedicated’ antitrust practice at McDermott Will & Emery LLP works closely with its international offices, particularly in Europe, on international cartels, government investigations and private and class action litigation. Joseph Winterscheid heads the practice from Washington DC, an office which houses 36 of the firm’s 80 antitrust lawyers and is supported by teams nationally. Jon Dubrow won dismissal of a class action filed by Warren General Hospital against Amgen, the world’s largest biotech company, alleging illegal tying practices. Dubrow also secured victory for the Free File Alliance (FFA) regarding an agreement with the Internal Revenue Service, through which the FFA facilitated free access to online tax services for certain US taxpayers. The Chicago team’s recent work includes defending Dairy Farmers of America, the largest dairy cooperative in the US, in class actions alleging monopolization and conspiracy in the market for cheese and dairy products. Joel Grosberg and Raymond Jacobsen are recommended, along with David Marx in Chicago, a former FTC and DOJ lawyer who is praised for his ‘knowledge, client responsiveness, and direct answers’. Significant recent additions to the team include Alison Smith, a former deputy assistant attorney general in the Antitrust Division of the DOJ, who joined the Houston office from Haynes and Boone, L.L.P.. Each of the recommended partners is based in Washington DC except where noted otherwise.
Morrison & Foerster LLP has a well-rounded antitrust practice, with ‘strong analysis’, ‘excellent organization’, ‘very practical and timely advice’ and ‘good international coverage’. It has 60 antitrust lawyers across all of its offices, with a particularly strong corporate and antitrust presence in Asia, which often makes it the firm of choice for Japanese clients. Head of litigation Jeffrey Jaeckel, who divides his time between Washington DC and Virginia, recently represented Astellas Pharma before the FTC on its $4bn tender offer for OSI Pharmaceuticals, the second largest US acquisition by a Japanese pharmaceutical firm. The team’s strategy of focusing on emergent industry sectors has seen it develop particular expertise at the intersection of antitrust and intellectual property law. For example, the highly recommended Stephen Smith in Washington DC and Michael Miller in New York defended Allied Security Trust (AST) in litigation brought by Siti-Sites.com alleging that three of AST’s members (for which AST acquires patent licenses) conspired to artificially depress the price of mobile wireless patent licenses. In another case, Sean Gates led a team defending Funai against antitrust claims in a case involving standard setting and intellectual property, alleging that Funai had monopolized the market for digital television technology. A cross-office team in New York and London is representing Cadbury in a case involving more than 70 class and individual actions alleging a conspiracy to fix the price of chocolate products in the US. A team in Washington DC advised Intel on its $1.4bn acquisition of Infineon Technologies’ Wireless Solutions Business.
Described by one client as ‘the best I have ever used in 20 years of hiring antitrust outside counsel’, Orrick, Herrington & Sutcliffe LLP’s practice is traditionally weighted more towards non-merger work, but its recent representations include acting for CoorsTek on the acquisition of assets from Saint-Gobain. The group’s presence in Silicon Valley also sees it representing clients such as Microsoft, for which Robert Rosenfeld is a ‘a great counsel and courtroom lawyer’ providing US and international antitrust and competition law advice. As well as offices in California, New York and Washington DC, the firm is particularly well connected in the EU through Ted Henneberry, who previously held a position as a senior competition enforcement official in the European Union and who divides his time between London and Washington DC. The practice recruited two new partners: Robert Reznick in Washington DC joined from Hughes Hubbard & Reed LLP and is ‘a superior antitrust lawyer in every way’, while Lisa Tenorio-Kutzkey in San Francisco focuses on white-collar crime and cartel matters. Reznick is representing Merck & Co in various matters including a federal antitrust case filed by a secondary pharmaceutical wholesaler, alleging a conspiracy among major manufacturers over the sale of prescription drugs. Other recent work for the team includes representing defendants in the first antitrust case challenging an alleged price-fixing conspiracy in China. David Goldstein in San Francisco, who specializes in IP-related antitrust litigation, is ‘very smart, very practical and extremely responsive’. David Smutny demonstrates ‘unrelenting dedication to the client’ and is ‘dogged, persistent, loyal and smart’.
Baker & McKenzie has one of the largest antitrust practice groups, with over 300 attorneys and professionals focusing on antitrust and competition law. The firm’s extensive international presence gives it a truly global antitrust practice with a strong presence in every key region, including Asia and Latin America as well as the US and Europe, and working relationships with enforcement agencies in 33 countries. In the US, the Washington DC office focuses predominantly on agency related work such as merger clearance and government investigations, while teams in New York, Chicago and San Francisco cover a range of other matters including cartel work and class actions. Recent work for the Chicago and California offices includes representing Tatung Company of America in two separate multi-district litigations, In re TFT-LCD Antitrust Litigation and In re CRT Antitrust Litigation, involving over 200 individual class actions. In New York, Darrell Prescott and Charles Critchlow, who is ‘practical, responsive and displays good judgment’, have been representing Baldwin Filters in over 50 antitrust class actions in the US and Canada alleging violations of laws in 48 states, the District of Columbia, Puerto Rico and Canada. The New York team is also advising Panalpina World Transport (Holding) Ltd on cartel investigations in the EC, Brazil, Switzerland and New Zealand. In Washington DC, co-chair of the group David Clanton is leading a team advising Stericycle on its acquisitions of competitors in the medical waste industry, which are currently being reviewed by the DOJ.
Historically, DLA Piper LLP has been better known for its US antitrust litigation work, but its merger experience should not be overlooked; its recent work includes advising on a major merger within the digital TV market, which entailed dealing with antitrust and competition authorities in the US, Europe, and Asia. The vastly experienced David Bamberger, who is based in Washington DC, chairs the practice and is ‘one of the most knowledgeable attorneys in the country; very accessible and mindful never to churn a file’. Offices in the US regularly collaborate on a range of deals, helping the team to provide an efficient and streamlined service nationally, while its broad international footprint reaches across the UK, Belgium, France, Germany, Austria, Hong Kong, China and Australia to enable the practice to advise on multi-jurisdictional matters. Recent work for Bamberger includes representing a major airline in two multi-district class actions concerning air cargo and passenger pricing practices, part of a swathe of global litigation for which the firm also acts as global coordinating counsel. The group also won a victory for Reddy Ice Holdings, the largest US seller of packaged ice, when it convinced the DOJ to take no action against the company or any of its employees after a lengthy investigation into allegations of illegal agreements in the packaged ice industry. Additionally, James Nelson in Dallas is ‘a top-notch lawyer at a top-notch firm’, while Carl Hittinger in Philadelphia brings his ‘excellent experience’ and ‘tireless efforts’ to proceedings.
Dickstein Shapiro’s seven-partner practice, based in Washington DC and New York, acts for defendants in antitrust litigation but most notably has developed a flourishing plaintiff practice, representing primary purchasers of products from suppliers that have participated in unlawful cartels, particularly clients that have opted out of class actions. In New York, Denise Plunkett and co-leader of the group Jay Fastow have been working on a number of matters including representing several Sucampo Group companies as plaintiffs in an ICC arbitration against Japan’s largest pharmaceutical company alleging breach of contract and wrongful termination. The team also acted for ZF Meritor LLC and Meritor Transmission Corporation in a private antitrust action involving claims of anti-competitive conduct relating to heavy-duty truck transmissions, where the firm recently achieved a jury verdict in Meritor’s favor on all liability issues. Richard Leveridge in Washington DC represented more than 50 opt-out plaintiffs including The Coca-Cola Company, PepsiCo, DuPont and Anheuser-Busch in pursuing price-fixing allegations against a group of manufacturers of corrugated paper products; the clients won significant multiples of the damages they would have received as members of the class. On the defense side, the team has experience representing corporations and individuals in litigation, investigations and enforcement actions; Plunkett regularly represents financial institutions such as MasterCard and Eagle Bank.
Fried, Frank, Harris, Shriver & Jacobson LLP advises clients on the full range of antitrust issues, but its core competency is perhaps advising high-end clients on significant cross-border mergers and acquisitions. With most of this work attracting the attention of the FTC, clients unsurprisingly praise the team for its ‘good knowledge of the workings of the FTC’, particularly Peter Guryan in New York, who ‘has a good working relationship with the FTC’. The regular stream of transactions has allowed the team to cultivate strong relationships with clients who appreciate its ‘patience, consistent guidance and quality of work’. The group advised Merck & Co on its $41bn merger with Schering-Plough. Other recent merger highlights include advising Abraxis BioScience on its $2.8bn acquisition by Celgene, creating a leading global provider of oncology drugs, and acting for Houghton International, a leading supplier of metalworking fluids, in reaching a settlement with the FTC concerning its investigation of Houghton’s 2008 acquisition of D.A. Stuart. Eight litigation partners staff the practice in New York and Washington DC, with recent work including acting for Malaysia Airlines in a multi-district litigation involving price-fixing allegations and representing clients in investigations into the air cargo and freight-forwarding industries. Practice head Barry Nigro in Washington DC is a former deputy director of the FTC’s Bureau of Competition, and has expanded the European antitrust practice with a new partner in London.
K&L Gates’ antitrust practice handles contentious and non-contentious work. Its litigation team advises on federal and state agency antitrust investigations and the defense and prosecution of civil and criminal claims, including class actions and merger-related litigation. The practice also provides advice and counseling on mergers and acquisitions, intellectual property, compliance programs, distribution systems and consumer protection issues. Although slightly more limited in scope than its peers, the group has demonstrated the capability to act on high-profile class action matters, significant private antitrust claims and large-scale mergers. Highlights included defending Deere & Company, a multibillion-dollar publicly traded machinery manufacturer, in 65 class actions asserting a mix of federal and state antitrust claims, federal RICO claims and state consumer fraud claims relating to horsepower ratings on lawnmowers. The group also represented a leading global nuclear power equipment supplier against claims of an alleged attempt to monopolize the sale of certain ancillary equipment for nuclear power plants. Its track record also includes having acting for Delta Air Lines on its merger with Northwest Airlines in 2008. Litigator Philip Van Der Weele in Portland has acted for clients including American Suzuki Motor Company and Xerox Corporation; he is highly recommended, as is Kenneth Glazer in Washington DC, a former deputy director of the Bureau of Competition at the FTC.
Linklaters’ 20-lawyer US antitrust practice has developed well over the last five years, and has strengthened its relationships with premier clients. The team includes five partners and is deemed to be ‘first rate’, in addition to which it is closely integrated with the 120-lawyer practice globally, enabling it to work closely with outfits in Brussels, Paris, London, Dusseldorf and Asia. The firm has added several new clients in the healthcare and horticulture industries and earned additional instructions from existing clients such as BP and RBS. Most of the team’s high-profile work historically has been in the litigation space, which continues to keep the team busy, but the group has enjoyed a raft of merger work more recently. Practice head Thomas McGrath and Jeffrey Schmidt, a former director of the Bureau of Competition at the FTC, advised on several big-ticket transactions in 2010, including representing RBS on its $3.2bn divestiture of WorldPay credit card business and on the completion of the ABN Amro transaction. The team also acted for BP on the $7bn acquisition from Devon Energy of oil and gas assets in Azerbaijan, Brazil and the Gulf of Mexico, and advised Rio Tinto plc on divestment strategies following its defense against BHP Billiton’s $147bn hostile bid and proposed investment by Chinalco. A litigation team led by McGrath and James Warnot has acted on numerous significant cases for Air France-KLM; in the summer of 2010, the team helped the client to settle the air cargo antitrust class actions for $87m.
Paul, Hastings, Janofsky & Walker LLP is steadily growing its antitrust and competition practice, which is now staffed by 16 partners across three continents. The hub of the practice is Washington DC, where global competition group head Michael Cohen, cartel specialist Kirby Behre and class action defense expert Ham Loeb are based. Cohen – who is ‘responsive’, ‘efficient’, ‘a true expert in antitrust for consumer products companies’ and ‘an experienced litigator’ – defended the Twin America merger of the Gray Line and CitySight New York transportation tour bus services. This involved a state investigation, a US Surface Transportation Board Review and class actions contending an unlawful monopoly. Behre leads a global team of lawyers defending UTi Worldwide, a freight forwarder and global logistics company involved in a long-running investigation across five continents regarding allegations of collusion to raise prices. Loeb is representing Dow Chemical in multi-district litigation alleging a price-fixing conspiracy and seeking more than $1bn in recovery. The group also handles a substantial number of international transactions, including UPL’s acquisition of DuPont’s Manzate business, which required one of the first-ever filings under Columbia’s new merger regulation statute as well as filings in Asia, the EU and Latin America. Criminal defense specialist Larry Barcella, who had represented several executives of a large foreign airline in the DOJ’s investigation into the air cargo industry, sadly passed away in December 2010.
Pillsbury Winthrop Shaw Pittman LLP’s 20-lawyer antitrust and competition practice operates predominantly from Washington DC and West Coast offices, and focuses on class action litigation, investigations, merger transactions, and advice and counseling. Roxane Polidora specializes in class action lawsuits and also advises on the federal Credit Card Accountability, Responsibility and Disclosure Act, and is ‘a respected expert in antitrust and Californian unfair competition law’ who is ‘particularly good at strategic thinking and following through in complex litigation matters’. Polidora’s recent work includes representing plaintiff GE Healthcare in a favorable resolution after two years of intense litigation against a competitor, in which the defendant brought antitrust counterclaims relating to monopolization. The highly recommended Jacob Sorensen, based in San Francisco, who ‘works extremely diligently, vigorously and in a highly professional manner’, has a diverse complex litigation practice that includes substantial experience with international cartel investigations and follow-on litigation. Also recommended is Michael Kass, who represented Dynegy in In Re Wholesale Natural Gas Antitrust Litigation in which plaintiffs alleged billions of dollars in damages as a result of alleged price fixing and market manipulation activities in the natural gas market.
M&A: mega-deals ($5bn+)
Index of tables
M&A: mega-deals ($5bn+)
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Leading lawyers
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- Roger Aaron Skadden, Arps, Slate, Meagher & Flom LLP
- Adel Aslani-Far Latham & Watkins LLP
- Scott Barshay Cravath, Swaine & Moore LLP
- George Bason Davis Polk & Wardwell LLP
- Dennis Block Cadwalader, Wickersham & Taft LLP
- H Rodgin Cohen Sullivan & Cromwell LLP
- Arthur Fleischer Fried, Frank, Harris, Shriver & Jacobson LLP
- Victor Lewkow Cleary Gottlieb Steen & Hamilton LLP
- Martin Lipton Wachtell, Lipton, Rosen & Katz
- Peter Lyons Shearman & Sterling LLP
- Lee Meyerson Simpson Thacher & Bartlett LLP
- Jeffrey Rosen Debevoise & Plimpton
- Robert Schumer Paul, Weiss, Rifkind, Wharton & Garrison LLP
New York-based Cravath, Swaine & Moore LLP offers ‘excellent service and responsiveness. Its superlative advice and performance impresses not only our legal team, but also the senior management and board of directors’. The practice has remained at the forefront of innovative transactions, maintaining its significant presence amongst the elite law firms. Recent highlights included advising Air Products and Chemicals in connection with its approximate $7bn offer to acquire Airgas, which would make the combined company the largest industrial gas company in North America, and representing Barnes & Noble in the unsolicited proposal by Ronald Burkle and his investment vehicle The Yucaipa Companies to weaken the Barnes & Noble’s shareholder rights plan and to nominate himself and two other hand-picked board nominees. The team also represented UAL Corporation in connection with its $3.47bn merger of equals with Continental Airlines, and assisted Casey’s General Stores in connection with the $1.9bn unsolicited proposal by Alimentation Couche-Tard to acquire Casey’s and the related proxy fight to replace Casey’s board. Also of interest, the practice acted for Unilever in connection with its definitive agreement to acquire US-based Alberto-Culver Company for $3.7bn in cash, and represented Johnson & Johnson in connection with its $1.75bn agreement to acquire, through an affiliate, the outstanding equity of Crucell that it does not already own. Recently, the practice also represented the Special Committee of J Crew Group, which has entered into a definitive agreement to be acquired by funds affiliated with TPG Capital and Leonard Green & Partners for $3bn, and advised Qualcomm in connection with its pending $3.1bn acquisition of Atheros Communications. M&A practice leader Richard Hall is recommended. Robert Townsend and international practice leader Mark Greene are also key figures. Corporate managing partner Scott Barshay is ‘an excellent business partner and negotiator’, and James Woolery’s ‘client dedication, focus and passion are unparalleled’.
Skadden, Arps, Slate, Meagher & Flom LLP’s ‘overall level of service is outstanding. It is the best firm we have used in this area’. Other clients say that the practice is ‘always our first choice on mega transactions. It understands all the issues that arise in an M&A transaction, is aware of the current trends in deals, and gets the deal done. Plus it is competent both at associate and partner levels, so you get good value for money’. In New York, senior partner Roger Aaron advised XTO Energy, an oil and gas explorer and producer, in its $41bn acquisition by Exxon Mobil Corporation, and assisted Greenhill as financial advisor to the committee of independent directors of Alcon, a pharmaceutical and medical equipment company, in the approximately $28bn sale of an additional 52.2% stake in Alcon to Novartis from Nestlé, the food and confectionery producer. Also in New York, Howard Ellin is the global co-head of the corporate transactions practices and M&A practices. Ellin advised News Corporation in its approximately $17.8bn proposed acquisition of the remaining stake it does not already own in British Sky Broadcasting Group. ‘Creative and highly responsive’ executive partner Eric Friedman has been involved in a number of significant transactions in the financial services industry. Friedman represented Citigroup in many of its most important M&A transactions over the past decade, including its 2010 sale of a stake in Primerica to private funds managed by Warburg Pincus as part of Primerica’s IPO, and its 2010 sale of the Student Loan Corporation to Discover Financial Services and Sallie Mae. Friedman also advised Deutsche Bank in its acquisitions of Berkshire Mortgage Finance and MortgageIT, a publicly traded REIT. New York head Eileen Nugent is ‘one of the most outstanding lawyers in the country’. Nugent advised Burger King Holdings in its approximately $4bn acquisition by 3G Capital Management. Kenton King heads the Palo Alto and San Francisco offices, and is also global co-head of the firm-wide corporate transactions practice. King advised Visa in its pending approximate $2bn acquisition of CyberSource Corporation, a provider of online payment, fraud and security management systems. The deal is the first significant acquisition for Visa since it went public in 2008. King also acted for Yahoo! in its sale of Zimbra, a computer software designer, to VMware, a software developer. Jeffrey Cohen is the corporate group leader in the Los Angeles office. Cohen represented Pierre Foods, a portfolio company of private equity firm Oaktree Capital Management, in connection with the proposed merger with Advance Foods Company and its joint venture. Robert Pincus heads the corporate practice in Wilmington, and acted for OSI Pharmaceuticals in its response to an unsolicited offer from Astellas Pharma (Japan) and its ultimate acquisition by Astellas for $4bn, one of the largest hostile matters of the year. Also in Wilmington, Steven Daniels assisted Applied Biosystems in its approximately $10bn acquisition by Invitrogen. The Washington DC office advised Allegheny Energy in its $4.7bn acquisition by FirstEnergy Corp, which was structured as a stock-for-stock transaction. In Illinois, Brian Duwe was the lead attorney in the representation of CF Industries, a producer of fertilizer products, in a multi-party hostile takeover bid that ended when CF acquired rival Terra Industries for approximately $4.7bn, while at the same time fending off a hostile bid from Agrium of Canada. Susan Hassan advised Qwest Communications, which announced a definitive agreement under which CenturyLink will acquire Qwest in a tax-free, stock-for-stock transaction. The deal reflects an enterprise value for Qwest of approximately $22.4bn and creates the third largest telecommunications company in the US. In Chicago, Peter Krupp serves as global co-head of corporate transactions. He regularly represents private equity firms as well as several of the firm’s corporate and investment banking clients on a wide variety of transactions. Rodd Schreiber recently represented CME Group in its $10.6bn contested acquisition of CBOT Holdings, the parent company of The Chicago Board of Trade. Schreiber’s ‘advice is greatly valued’. Boston office leader Margaret Brown played a key role in advising Merck (Germany) in its $7.2bn acquisition of Millipore Corporation, a life sciences company. Margaret Cohen is ‘a very good lawyer. She is very dedicated and client-oriented’. In Houston, Frank Bayouth acted for BJ Services Company in its $5.5bn acquisition by Baker Hughes, a provider of oil and gas services. A number of clients point to New York partner Peter Atkins as being ‘one of the best M&A lawyers in the US’.
Sullivan & Cromwell LLP is ‘creative, timely, responsive and professional. Its lawyers are superlative in all regards. The firm does superb work and is cutting edge in terms of creativity’. Recent highlights include advising Bucyrus International on its $8.6bn acquisition by Caterpillar, acting for Kinross Gold Corporation (Canada) in its $7.2bn acquisition of Red Back Mining, and assisting BP as global coordinating counsel in its entering into several agreements to sell upstream assets in the US, Canada and Egypt to Apache Corporation for an aggregate value of $7bn. Other highlights included representing American International Group in its $15.5bn sale of American Life Insurance Company to MetLife and acting for British Airways in its pending $7.5bn merger with Iberia Lineas Aereas de España. In representations of financial advisors, the firm advised Goldman Sachs as financial advisor to PLUS Expressways (Malaysia) in its pending $7.3bn acquisition by UEM Group (Malaysia) and The Employees Provident Fund of Malaysia, and acted for Lazard Freres as financial advisor to SAP (Germany) in its $5.3bn merger with Sybase. Frank Aquila in New York is ‘incredibly responsive and an excellent team member on complex deals. He is also a superb negotiator and a sound and pragmatic counselor, working hard to develop sensible options’. Robert Delamater in New York is ‘exceptionally thoughtful and brilliant at handling clients’. For one client, M&A managing partner Joseph Frumkin is ‘as fine an M&A lawyer as there is on the planet, and I’ve seen all of the best ones. I would not think of doing a deal without him’. Melissa Sawyer ‘ably assists’, while Los Angeles partner Alison Ressler, and James Morphy and Keith Pagnani in New York are also key contacts. Senior chairman H Rodgin Cohen is a leading individual.
Wachtell, Lipton, Rosen & Katz is recognized as a ‘fantastic firm’ for take-over defense, shareholder activism and corporate governance. Its major cross-border or non-US representations ranging from mega to large deals have included advising: Chesapeake Energy in its $2.2bn sale to CNOOC; Genzyme in its defense against an $18.5bn hostile tender offer by Sanofi-Aventis; Televisa in its $1.2bn investment in Univision; Talecris Biotherapeutics in its pending $3.4bn merger with Grifols; Phillips-Van Heusen in its €2.2bn acquisition of Tommy Hilfiger; Atlas Energy in its $1.7bn joint venture with Reliance Industries; Novartis in its $50bn acquisition of a majority stake in Alcon and its proposal to acquire the public minority; Terra Industries in its $4.7bn sale to CF Industries; and Acciona in its €42.5bn acquisition of Endesa in partnership with Enel. Recent major US representations have included: Cardinal Health in its pending $1.3bn acquisition of Kinray; Ventas in its pending $3.1bn acquisition of Atria Senior Living Group; Atlas Energy in its pending $4.3bn acquisition by Chevron Corporation; Momentive Performance Materials Holdings in its $7.5bn merger with Hexion; Creative Arts Agency in its sale of a minority interest to TPG Capital; Walgreens in its $1.08bn acquisition of Duane Reade; and Simon Property Group in its offer to acquire GGP for $31bn. Adam Emmerich is a principal contact and ‘just wonderful in negotiations’.
Clients rate Cleary Gottlieb Steen & Hamilton LLP’s ‘notable depth of experience and practical know-how in M&A. It works exceptionally hard and responds fast, providing strong advice even when it knows it will be difficult to receive’. Clients also speak very highly of the firm’s associated antitrust practice. As the deal landscape transitioned from distressed to strategic, the firm has worked on a number of the most significant M&A transactions announced during the past year. As larger transactions and hostile takeovers re-emerged in the market, the firm represented BHP Billiton in its $40bn all-cash offer to acquire Potash Corporation of Saskatchewan, the largest deal announced worldwide during the first three quarters of 2010. In addition, the team advised Dollar Thrifty Automotive Group in its proposed acquisition by Hertz and the competing proposals from Avis. Technology has also been an active sector for the firm. Recently, the group advised Google in its $700m acquisition of ITA Software. In other major technology deals, the team represented HP in its $2.7bn acquisition of 3Com and its $2.35bn acquisition of 3PAR; 3M in its $94m acquisition of Cogent; and VeriSign in the $1.28bn sale of its Authentication Services business to Symantec Corporation. In the financial institutions area, the firm acted for new client JPMorgan Chase in its $1.7bn acquisition of RBS Sempra Commodities’ global oil, metals, agricultural, plastics and European energy commodities operations, and the subsequent acquisition of RBS Sempra’s North American gas and power trading book. The practice also advised US Bancorp in the contribution of the long-term asset management business of its affiliate, FAF Advisors, to Nuveen Investments in exchange for a 9.5% equity stake in Nuveen and cash consideration. Also of interest, the team assisted BBVA Compass in its acquisition of the banking operations of Guaranty Bank, including $12bn in assets from the FDIC, was counsel to Citigroup and Goldman Sachs as financial advisors to AIG in the approximately $15.5bn sale of American Life Insurance Company, AIG’s international life insurance subsidiary, to MetLife, and advised Goldman Sachs as financial advisor to The Coca-Cola Company in its $12.3bn acquisition of the North American bottling operations of Coca-Cola Enterprises and the sale to Coca-Cola Enterprises of The Coca-Cola Company’s Swedish and Norwegian bottlers. Ethan Klingsberg continues to act as counsel to Google. Klingsberg also has private equity transaction experience and recently represented the special committee of the board of directors of Interactive Data Corporation in the $3.4bn leveraged buyout of the company by a private equity consortium of Silver Lake and Warburg Pincus, as well as Stanley, Black & Decker in its $445m cash acquisition of CRC-Evans International from a group of investors led by private equity firm, Natural Gas Partners. In addition, he frequently represents financial advisors on major transactions. Clients praise Klingsberg for his ‘thoughtful, precise and business-oriented responses’. Victor Lewkow is ‘a very experienced, strong adviser and wonderful personality to work with. Lewkow is dedicated to the client’s outcome at a personal level’. Chris Austin is ‘not just a lawyer’s lawyer but also a global businessperson’s lawyer. Austin understands clients’ needs and demands, and his ability to understand global and complex transactions is second-to-none, especially given the time frames involved’. Jeff Lewis is also widely praised. Filip Moerman transferred to the New York office from Beijing/Hong Kong.
Throughout the financial crisis and as the markets returned to normalcy, Davis Polk & Wardwell LLP remained at the forefront of global M&A. The practice is regularly involved in the largest and most complex M&A situations, its clients typically being industry-leading corporations with longstanding relationships with the firm, or clients looking for strategic assistance or bet-the-company deals. Recent deal highlights include advising Federal Reserve Bank of New York and the US Department of the Treasury on a series of unprecedented transactions involving AIG, including the pending $15.5bn sale of ALICO to MetLife and the proposed $35.5bn sale of AIA to Prudential. The practice also acted for ExxonMobil on its $41bn all-stock acquisition of XTO Energy, a Fort Worth, Texas-based natural gas producer, and represented Comcast in connection with its $37bn NBC Universal joint venture with General Electric. The firm also advised Cosan Indústria e Comércio, the largest grower and processor of sugarcane in the world and the largest ethanol producer in Brazil, in connection with the formation of a $12bn joint venture with Shell International Petroleum Company in Brazil for the production of ethanol, sugar and power, and supply, distribution and retail of transportation fuels. The practice acted for Citi in connection with all of its major financial crisis-related matters, including the sale of $3.2bn of CitiFinancial Auto’s auto loan portfolio to Santander Consumer USA and the sale of a $3.5bn portfolio of multifamily and commercial real estate loans to JPMorgan Chase. The Menlo Park office advised Palm, a leading developer and supplier of smartphones, on its $1.4bn acquisition by Hewlett-Packard, the world’s largest technology company, and acted for Symantec, a provider of storage and systems management solutions, on its $1.28bn cash acquisition of the authentication and identity security business of VeriSign, a provider of internet infrastructure services to various networks worldwide. New York department head George Bason recently advised PepsiCo on its proposed $3.8bn acquisition of a 66% stake in Wimm-Bill-Dann Foods, a Russian branded food and beverage company focusing on dairy products. Also in New York, David Caplan acted for Aetna on its $500m acquisition of Medicity, a Salt Lake City, Utah-based health information exchange technology company. Phillip Mills, Louis Goldberg, Paul Kingsley and John Bick are also highly recommended. Goldberg and Bick advised CVS Caremark on its $1.25bn acquisition of the Medicare Part D business of Universal American, a Rye Brook, New York-based Medicare Prescription Drug Plan sponsor. In Menlo Park, William Kelly and Alan Denenberg are ‘respected and trustworthy’ practitioners.
Latham & Watkins LLP is a leading international firm with strong, full-service public and private M&A capabilities and has a comprehensive understanding of takeover defense structures. The firm’s geographic footprint includes more than 230 attorneys practicing M&A in 10 full-service offices throughout the US. Recent highlights include opening a Houston office in the first half of 2010 with prominent Houston-based energy, private equity, M&A and capital markets lawyers. The Houston office has already advised on a number of high-profile matters in the region, including the $11bn acquisition by Schlumberger of Smith International, a supplier of premium products and services to the oil and gas exploration and production industry and the $1.4bn acquisition of Buckeye GP Holdings, a master limited partnership, by Buckeye Partners. Other major deals included advising The Carlyle Group and HCR ManorCare on the $6.1bn acquisition of the real estate assets of HCR ManorCare. In the large deal space, the firm acted for Norsk Hydro in its purchase of Vale SA’s aluminum business, the transaction reported to reshape the aluminum industry and thought to be the first of many in the sector following a resurgence in the mining and mineral sectors. It also advised Nestlé USA on its acquisition of Kraft Foods’ frozen pizza business in the US and Canada for $3.2bn. Global practice group chairs Adel Aslani-Far and Mark Gerstein are strongly recommended.
Fielding more than 35 corporate partners with significant M&A experience, and a large group of dedicated, talented and experienced associates working in the area, Simpson Thacher & Bartlett LLP’s M&A group stands out for its breadth of strength in complementary practice areas, including litigation, credit, capital markets, tax, governance and executive compensation and employee benefits. The team’s work involves the representation of M&A participants as purchasers, sellers, lenders and financial advisors, and clients include US and non-US business enterprises, merchant banking and investment banking firms, boards of directors and special board committees. Highlights included representing PPL Corporation in its $7.625bn acquisition of EON US, the acquisition including payments to the seller of approximately $6.7bn and the assumption of $925m of tax-exempt debt, and acting for American International Group in its $4.8bn sale of Japan-based life insurance subsidiaries AIG Star Life Insurance and AIG Edison Life Insurance Company to Prudential Financial. Tyco International was assisted in its cash and stock acquisition of Brink’s Home Security Holdings, now operating as Broadview Security. The practice also represented The Bank of Nova Scotia in connection with the acquisition of the banking operations of R-G Premier Bank of Puerto Rico from the FDIC and assisted L-3 Communications, a leading provider of high technology products, subsystems and systems, in connection with its recently announced acquisition of Insight Technology, a developer and manufacturer of mission critical night vision and electro-optical equipment including laser aiming and illumination devices, laser rangefinders, laser markers and designators, night vision goggles and monoculars, and thermal imaging systems. In the mid-market, the firm acted for Facet Biotech Corporation in its sale to Abbott Laboratories, whereby Abbott acquired Facet for an aggregate cash purchase price of approximately $722m and a net transaction value of approximately $450m. Lee Meyerson heads the M&A group. Meyerson is ‘truly one of the most brilliant and remarkable lawyers I have had the pleasure to have worked with in the past 20 years. His depth of knowledge, understanding of incredibly complex issues, excellent advice and counsel makes deals successful’. Elizabeth Cooper is ‘tireless, always on call, and a superb drafter and deal negotiator’. Peter Martelli was elected a member of the firm, while John Finley left to become a senior managing director and chief legal officer of The Blackstone Group.
Debevoise & Plimpton’s ‘M&A team is outstanding. It identifies issues that need to be addressed and is sensitive to understanding the business considerations and personnel dynamics that may affect an M&A situation’. The practice has 32 partners who focus primarily on M&A work – 19 in the New York office alone – supported by approximately 100 counsel and associates. These lawyers also have outstanding support in core related areas such as finance, tax, antitrust, intellectual property, real estate, benefits, environmental law and litigation risk management. The team assisted Prudential Financial in its $4.8bn acquisition of Japan-based AIG Star Life Insurance and AIG Edison Life Insurance Company from AIG, acted for Hewitt Associates in its $4.9bn merger with Aon Corporation, and represented Clayton, Dubilier & Rice in its acquisition of a 42.5% stake in Univar, a global distributor of commodity and specialty chemicals, in a sponsored recapitalization transaction valuing Univar at $4.2bn. General Electric was advised in the repurchase of Vivendi’s stock of NBC Universal for approximately $5.8bn, and the firm acted for NBC Universal on certain corporate matters relating to the formation of the NBC Universal-Comcast joint venture, valued at $37.5bn. Clients find that ‘the value delivered by this group is considerable. It is always available and immediately responsive. I find that I have less to worry about when it is advising’. The private equity group is also found to be ‘incredibly strong’. New York-based co-M&A chairs Paul Bird and Jeffrey Rosen are key contacts.
For one corporate counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP is ‘superior to other firms that overstaff their transactions and are not commercially practical. Its lawyers are also hardworking and intelligent’. Recently, the practice has been especially active in helping clients take advantage of recovering markets. Highlights included representing The Lightstone Group in connection with the $2.3bn disposition of portfolio company Prime Outlets Acquisition Company to Simon Property Group, advising Oak Hill Capital Partners in its divestiture of Duane Reade Holdings to Walgreen’s in a cash transaction for a total enterprise value of $1.075bn, and representing Kohlberg Kravis Roberts & Co and General Atlantic in their $1.65bn acquisition of TASC, an engineering and technical assistance business, from Northrop Grumman. The practice acted for Universal American when it announced that it had entered into an agreement with CVS Caremark (CVS) for CVS to acquire the Medicare Part D business of UAM for approximately $1.25bn. The acquisition will more than double the size of CVS’s Medicare Part D Program, making CVS one of the nation’s largest providers of prescription drug services for Medicare beneficiaries enrolled in Medicare Part D. Corporate chair Robert Schumer acted for Agrium in its hostile bid for CF Industries Holdings, and assisted Elliott Associates in connection with its $1.8bn acquisition of Novell, a leader in intelligent workload management. Co-M&A head Paul Ginsberg advised private equity fund General Atlantic in connection with the recently announced $1.86bn acquisition of First Republic Bank from Bank of America and co-M&A head Toby Myerson advised Citigroup in the acquisition of Nikko Cordial in a cash tender offer followed by a stock-for-stock exchange for $14bn and three subsequent divestiture transactions. Matthew Abbott is ‘the complete athlete. He is a problem solver and a great lawyer’.
Neil Goldman is also rated.
Fielding a 15-partner M&A team, Shearman & Sterling LLP stands out for the reach of its global footprint. Clients feel that the firm’s attorneys ‘perform superbly’ and that they offer ‘good value’. Headquartered in New York, the practice acted on Mubadala’s $8bn partnership with General Electric and represented Sybase, a company delivering enterprise and mobile software to manage, analyze and mobilize information, in its agreement to be acquired by SAP America, a subsidiary of Germany-based SAP, the world’s leading provider of business software. It also assisted Bunge in connection with the $3.8bn acquisition by Vale of its assets in Brazil relating to its fertilizer nutrients business, including its 42% interest in Fertilizantes Fosfatados. The Special Committee of the Board of Directors of Psychiatric Solutions was advised in the $3.1bn acquisition by Universal Health Services of Psychiatric Solutions, including the assumption of approximately $1.1bn in debt. The firm advised JBS USA Holdings, a wholly owned subsidiary of the Brazilian meatpacking company JBS, in its acquisition of a controlling stake in Pilgrim’s Pride Corporation (PPC) as part of PPC’s $2.8bn reorganization plan. The team also represented Anglo American in its $1.08bn sale of Moly-Cop and AltaSteel to OneSteel, the firm leading the auction process and complex carve-out of Anglo American’s assets in seven countries. Global M&A co-head George Casey and leading individual Peter Lyons are recommended.
Weil, Gotshal & Manges LLP’s ‘name elicits fear in the hearts of the adversary’. All its lawyers are reported to be ‘strong at solving problems with practical solutions and get the job done in a smart, efficient manner. They are excellent and I would recommend them to anyone’. During 2010, the M&A team successfully expanded its practice with significant new clients, such as French conglomerate Safran, Man Group and Eli Lilly, while international pharmaceutical company Sanofi-Aventis, CA Technologies, Abbott Laboratories and Microsoft are also recent M&A clients added to the practice. The firm is focused on certain sectors which are currently highly active in the M&A arena, such as media and entertainment, and life sciences. Standout matters included representing General Electric and NBC Universal in the approximately $37.3bn joint venture with Comcast, one of the largest media deals in recent years and GE’s largest ever. It also acted for Sanofi-Aventis in its $18.5bn takeover offer for Genzyme, a Massachusetts-based biotechnology company, marking the company’s first acquisition of a US biotech company. CBS Sports was assisted in a $10.8bn, 14-year television, internet and wireless rights agreement with the NCAA to present the Division I Men’s Basketball Championship. For some clients, the firm is one of the stronger New York-based firms operating in Silicon Valley. Silcon Valley managing partner Craig Adas is ‘a real professional and a pleasure to work with. I would welcome the chance to do it again. He is a very skillful negotiator who always acts calmly and deliberately while achieving good results for us, and he does not lose his cool during sometimes-heated negotiations’.
Much of Cadwalader, Wickersham & Taft LLP’s year focused on complex restructuring transactions, in which its lawyers were involved in all aspects of the transaction, including refinancing, corporate governance and asset transfers. Those transactions included the corporate department’s representation of the US Treasury Auto Task Force in the General Motors and Chrysler restructurings. In addition, the practice advised LyondellBasell with respect to corporate governance issues that were critical to the successful completion of the company’s reorganization. Other highlights included representing Pfizer in its $3.6bn acquisition of King Pharmaceuticals, a diversified specialty pharmaceutical discovery and clinical development company, and advising the owners of John P Picone, a privately-held construction company based in New York State, in connection with the sale of the company to Dragados Construction, the US subsidiary of the publicly-traded Spanish construction and engineering firm Groupo ACS. The special committee of the board of directors of Landry’s Restaurant was assisted in a going-private transaction, which involved extensive negotiations that led to an increased buyout price over several merger agreement amendments. Louis Bevilacqua and Dennis Block are both recommended.
Fried, Frank, Harris, Shriver & Jacobson LLP is ‘responsive, thorough, skilled and innovative. It consistently provides a very high level of service. The firm’s legal knowledge is deep and always appropriately meshed with knowledge of business and industry. It maintains a strong team of lawyers, ranging from the top levels down to new associates, while staffing at appropriate levels to maintain reasonable fees’. The corporate department is global and operates seamlessly within each of the firm’s seven offices that include New York, Washington DC, London, Paris, Frankfurt, Hong Kong and Shanghai. The M&A group is noted for its work with the pharmaceutical industry, having advised Merck in its $41bn merger with Schering-Plough, the $4bn sale of Merck’s 50% interest in Merial to Sanofi-Aventis, and its acquisition of SmartCells. It has also acted for Abraxis BioScience in its $2.8bn acquisition by Celgene Corporation, and assisted Goldman Sachs and Credit Suisse as financial advisors to Genzyme in the rejection of an unsolicited $18.5bn tender offer made by Sanofi-Aventis, and acted for Goldman Sachs as financial advisor to Millipore in its $7.2bn sale to Merck. The firm was also involved in two of the largest private equity buyouts of 2010, serving as counsel to Goldman Sachs and Greenhill in connection with Dynegy’s announced $4.7bn acquisition by an affiliate of The Blackstone Group, and representing GS Capital Partners in connection with its $1.7bn acquisition of Michael Foods from Thomas H Lee Partners. In a deal that was widely noted as an example of the rejuvenated private equity market, the practice represented Northrop Grumman in the $1.65bn sale of its advisory services business TASC to a consortium led by General Atlantic and affiliates of Kohlberg Kravis Roberts. The team also represented Simon Property Group in connection with its acquisition of all of the outlet shopping center business of Prime Outlets Acquisition Company and certain of its affiliated entities in a transaction valued at approximately $2.325bn, including the assumption of Prime Outlets’ existing indebtedness and preferred stock. In early 2011, the firm also represented Cargill in connection with the split-off and orderly distribution of its 64% stake in Mosaic, a leading provider of crop nutrients and feed ingredients for the global agriculture industry. Robert Schwenkel chairs the department, and is ‘extremely knowledgeable and hard-working and can easily lead and handle large, complex transactions’. Richard Steinwurtzel ‘has a wealth of skill and experience’. Senior partner Arthur Fleischer Jr has led the firm’s M&A practice for over 30 years. His practice encompasses negotiated as well as contested transactions. Steve Epstein joined the firm as a partner in 2010. Epstein was previously an M&A partner at O’Melveny & Myers LLP and an investment banker at Credit Suisse. His transactional experience broadens the practice’s presence in the healthcare, consumer products and infrastructure sectors. Based in Washington DC, corporate partner Andy Varney is ‘found to be very bright, creative and extremely efficient. He is very focused on giving me the best service possible and on numerous occasions has proposed more time-efficient structures that have resulted in keeping our legal costs down’. Of the M&A team, clients also say: ‘Whether it’s time sensitive deals that need to be executed on the weekends or on holidays, the firm has gone above and beyond to help us keep a transaction on track and to achieve a successful closing’.
M&A: large deals ($1bn-5bn)
Index of tables
M&A: large deals ($1bn-5bn)
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Leading lawyers
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- Richard Aldridge Morgan Lewis
- Scott Davis Mayer Brown
- David Fox Kirkland & Ellis LLP
- Richard Horan Hogan Lovells US LLP
- Jeffrey Horwitz Proskauer Rose LLP
- David Kirkland Baker Botts L.L.P.
- Jonathan Layne Gibson Dunn
- Frederick Lowinger Sidley Austin LLP
- Morton Pierce Dewey & LeBoeuf LLP
- Robert Profusek Jones Day
- John Reiss White & Case LLP
- Robert Townsend Morrison & Foerster LLP
Gibson Dunn recently grew its New York office by recruiting Peter Hanlon from Willkie Farr & Gallagher LLP, whose practice includes a focus on the energy industry. The firm also expanded its Dallas office when corporate partners Jeffrey Chapman and Robert Little joined from Vinson & Elkins L.L.P.. Robert Walters became co-partner in charge of the Dallas office. Recent experience includes acting for Baldor Electric Company, a manufacturer of industrial electric motors, in its $4.2bn sale to ABB, a developer of power and automation technology, and advising Kuwait Investment Authority in its $4.1bn sale of its stake in Citigroup. Paulson & Co was assisted in the $3.93bn acquisition out of bankruptcy by a group of investors including Centerbridge Partners and affiliates of The Blackstone Group of hotel chain, Extended Stay. In the middle market, Aurora Capital Group was advised in the formation of its fourth private equity fund with targeted capital commitments of $900m, and Littlejohn & Co was represented in the $890m sale of portfolio company, LJVH Holdings (Van Houtte), a provider of gourmet coffee products. The firm also picks up its share of mega deals. It acted as US corporate counsel to Kraft in the $19bn acquisition by Kraft of confectionary company Cadbury, and assisted Barclays in the $15bn acquisition of Archstone-Smith Trust. Del Monte Foods Company was advised in the $5.3bn sale of Del Monte Foods, a manufacturer of canned food products and pet food products. Co-chairs Jonathan Layne in Century City and New York-based Dennis Friedman are recommended.
Since Hogan & Hartson LLP teamed up globally with UK firm Lovells, the newly merged Hogan Lovells US LLP has extended its global footprint, while at home, its capabilities on the West Coast, specifically in the Bay Area, have extended with Laura Berezin joining as partner in the Silicon Valley office from Cooley LLP and Jon Layman arriving in the Silicon Valley office from Wilson Sonsini Goodrich & Rosati. Layman brings a wealth of experience advising both emerging private companies as well as mature public companies in a variety of industries, including clean energy and technology, electronics, contract manufacturing, homeland security, semiconductors, life sciences, natural products, and organic agriculture. Randy Segal joined the Northern Virginia office after 17 years as a general counsel for a variety of technology companies based in Northern Virginia, Washington DC and Maryland. Segal’s practice encompasses a wide range of transactional, corporate, and technology issues. In the US, the firm now has an experienced team of approximately 150 M&A lawyers, serving clients out of Baltimore, Los Angeles, Silicon Valley, Boulder, Miami, Washington DC, Colorado Springs, New York, Denver and Northern Virginia. Perceived by many as traditionally stronger in the DC area, clients nonetheless recognize that the New York offering has been bolstered in recent years and is becoming ‘a go-to M&A firm in New York for those people who have come across them. I would in most cases turn to the firm for value for money, execution capabilities and the people being fantastic lawyers and a pleasure to work with’. Recent highlights include representing The Black & Decker Corporation in its $4.5bn acquisition by The Stanley Works, and advising Lockheed Martin Corporation in its $815m sale of its Enterprise Integration Group business to Veritas Capital. In the energy sector, the team represented NextEra Energy in connection with its $352m acquisition of three operating wind projects from Babcock & Brown, while in financial services, RBC Capital Markets was assisted in the merger between M&T Bank Corporation and Wilmington Trust Corporation. The practice also advised ExonHit Therapeutics, a Paris-based therapeutic and diagnostic healthcare company, in its agreement to acquire RedPath Integrated Pathology, a privately held molecular diagnostics company focused on cancer diagnostics. In technology, the team acted for Ciena in its $521m acquisition of assets of the Metro Ethernet Networks Division of Nortel Networks and represented News Corporation and its affiliates on the vast majority of their US and cross-border M&A activities in recent years. Of note, Ford Motor was assisted in its $1.8bn sale of Volvo Car and related assets to Zhejiang Geely Holding Group. Washington DC-based co-CEO J Warren Gorrell, co-chair of the M&A steering committee Joseph Gilligan and ‘easy to work with’ New York-based Richard Horan are recommended. In New York, the ‘highly dependable’ Waajid Siddiqui is rated by clients, while the firm is praised for having ‘a great sense of the market and clearly knowing its way around transactions’. Other clients are especially impressed with the practice’s TMT industry acumen and strong client base in this area.
Jones Day’s M&A practice continues to grow. Craig Mordock joined the Irvine office from the Orange County office of Bingham McCutchen LLP, and Khoa Do and Micheal Reagan arrived in the firm’s Silicon Valley office from DLA Piper. Tim Curry also joined in Silicon Valley from O’Melveny & Myers LLP, and Ken Funahashi arrived in the San Diego Office from Baker & McKenzie. Key recent matters include advising the special committee of the board of directors of Spectrum Brands in connection with its $3.3bn combination with Russell Hobbs, acting for Pershing Square Capital Management in its $1.1bn investment in General Growth Properties, as part of the company’s Chapter 11 reorganization plan, and assisting Continental Airlines in its $8.5bn merger with United Airlines. The practice also represented Potash Corporation of Saskatchewan in connection with an unsolicited takeover proposal from BHP Billiton, the total value of BHP’s proposal being $43.1bn, including approximately $3.7bn of assumed debt. Worldwide M&A head Robert Profusek, Cleveland M&A head Lyle Ganske and firm-wide corporate governance head Lizanne Thomas are recommended.
Kirkland & Ellis LLP is ‘incredibly responsive, with an ability to build a team as quickly as any law firm I’ve seen. Its advice is almost always spot-on; it gets the business issues quickly and applies the law’. Highlights included representing Swiss industrial giant ABB in its pending $4.2bn cross-border acquisition of Arkansas-based Baldor Electric Company, the transaction being ABB’s largest US acquisition to date, and acting for 3G Capital, a New York-based private equity firm backed by wealthy Brazilian entrepreneurs, in taking Burger King private for $4bn. NRG Energy was assisted with its acquisition of assets of Dynegy from The Blackstone Group for $1.36bn. The team also represented diverse derivatives exchange operator, CME Group, in a transaction in which CME acquired a 90% stake in the Dow Jones indexes business, valued at $675m, the transaction also involving the contribution by CME of a $600m market data business to the joint venture, resulting in an overall valuation of more than $1.2bn. The deal marked the first time the Dow Jones Industrial Average, one of the country’s leading stock benchmarks, changed hands since its creation in 1896. In mega deals, the team advised Community Health Systems, the largest publicly traded for-profit hospital company, in its $3.3bn unsolicited offer for Tenet Healthcare Systems, which would create a company with 176 hospitals in 30 states. In mid-market transactions, Madison Dearborn Partners was represented in its $915m acquisition of BWAY Holding Company, marking the third-largest going-private transaction in the first half of 2010. It also advised pharmaceutical giant Bristol-Myers Squibb when it acquired Seattle-based ZymoGenetics, a pioneer in the Northwest life sciences cluster, for $885m. Washington DC-based senior partner George Stamas is ‘a valued colleague and trusted adviser. We confer with him on almost every major move we make. Stamas is not only a great lawyer, but someone with real business sense and creativity’. Active both in Washington DC and New York, corporate partner Mark Director is ‘an outstanding lawyer and very smart’. For one client, the practice is ‘the first team I have used where I am happy with the entire transaction group’. In Chicago, Scott Falk focuses on M&A for public company clients, key clients including The Boeing Company, Molson Coors Brewing Company and Baxter International. Gerald Nowak has a broad transactional practice, and Robert Hayward primarily acts as counsel to publicly traded corporations and leveraged buyout and private equity funds and their portfolio companies. David Fox and Daniel Wolf in New York are both highly rated, as is Eva Davis in Los Angeles. An ‘excellent tax team’ is also appreciated by M&A clients, as is interdisciplinary knowledge of bankruptcy law connected to distressed deals.
Sidley Austin LLP’s M&A lawyers provide in-depth experience in the structuring, negotiation and financing of a broad range of domestic and cross-border M&A transactions. Highlights included the representation of Aon Corporation in its $4.9bn acquisition of Hewitt Associates, advising Alberto Culver Company in its pending $3.7bn sale to Unilever, and assisting General Electric Company in its proposed acquisition of Dresser. The team also acted for GE Capital in its acquisition of Citigroup’s portfolio of consumer credit card receivables and certain Citicorp sales finance consumer credit program relationships and related accounts, and acted for Corn Products International in its acquisition of National Starch (an AkzoNobel unit). In the upper mid-market, the practice represented Discover Financial Services in its proposed $600m acquisition of Student Loan Corporation. A number of sub-$500m deals were also notched up, such as acting for Guggenheim Partners in the $400m acquisition of Security Benefit Corporation, a provider of life insurance and investment and retirement products and services, advising Morgan Stanley, as financial advisor to AerCap Holdings, in AerCap Holding’s £302m acquisition of Genesis Lease, assisting Genentech in its $290m acquisition of a biologics facility in Singapore, and representing FLIR Systems in its proposed $276m acquisition of ICx Technologies. Chicago-based Frederick Lowinger and New York Scott Freeman are key contacts.
Dechert LLP’s ‘level of service is great, it is well-prepared to handle business and legal points, and generally does an outstanding job’. The practice acted as co-counsel to the Haas Trusts in connection with the $15.7bn sale of Rohm and Haas Company to The Dow Chemical Company. The team also represented Stewart Rahr in the $1.3bn sale of Kinray, a leading pharmaceutical distributor serving the New York metropolitan area. For mid-market M&A deals, clients praise the ‘outstanding service and deep advisory team’. Other deals included representing Harleysville National Corporation, the holding company for Harleysville National Bank, with assets of $5.6bn and deposits of $4.1bn, in its $237m sale to First Niagara Financial Group, and acting for Monster Worldwide in its $225m acquisition of HotJobs from Yahoo!. Philapdelphia-based Craig Godshall handles public and private transactions across a wide range of industries, including healthcare, industrial and utilities. Notable transactions handled by Godshall for strategic and private equity clients included Citigroup Venture Capital Equity Partners’ $1.05bn sale of Euramax International to Goldman Sachs Capital Partners, and AmeriSource Health’s $3.7bn merger of equals transaction with Bergen Brunswig to form Amerisource Bergen. In Philadelphia, James Lebovitz is ‘the best’. Ian Hartman is also ‘a very strong adviser’.
Based in northern California, Dewey & LeBoeuf LLP is widely praised for its technology M&A practice, and has reaped the benefits of its hires of ‘phenomenal’ practice head Rick Climan and partner Keith Flaum from Cooley LLP. While continuing work for longstanding clients, such as eBay and Applied Materials, the firm’s client roster has added a dozen new clients, including pre-public technology companies such as social gaming leader Zynga, as well as industry leaders Dell, Synopys and SANYO Electric. The group has also leveraged the firm’s global platform into a host of international acquisition and joint venture transactions, handling both inbound and outbound cross-border deals in Europe and Asia. Highlights included representing Japan’s SANYO Electric in the company’s pending sale of its chip making unit SANYO Semiconductor to ON Semiconductor in a cash and stock transaction, acting for Onyx Pharmaceuticals, a publicly traded biotechnology company, in its $850m acquisition of Proteolix, and representing Zynga Game Network in its acquisition of XPD Media, a Beijing-based social gaming company. Clients say that this is an ‘excellent firm with superb insight that provides top-level service and value for complicated transactions. I personally find its lawyers more enjoyable to work with than most others’. Global M&A chair Morton Pierce is recommended.
At ‘top-notch’ Mayer Brown, ‘the level of service is extremely high. It is available, responsive and thoughtful in its work’. Key matters included representing Caterpillar in its $8.6bn acquisition of Bucyrus International, a global company which designs and manufactures high productivity mining equipment for the surface and underground mining industries, advising Dow Chemical in the $1.63bn sale of its Styron Division, a producer of plastics products, and assisting Ocwen Financial Corporation and its wholly-owned subsidiary, Ocwen Loan Servicing, in its $1.3bn acquisition of US mortgage servicing business HomEq Servicing. The practice also advised ACE American Insurance Company in its $1.1bn acquisition of the remaining 80% of Rain and Hail Insurance Service, the second largest crop insurance underwriter in the US. In the mid-market, the firm represented Progress Rail Services, a wholly-owned subsidiary of Caterpillar, in its $820m acquisition of Electro-Motive Diesel, a manufacturer of diesel-electric locomotives and diesel power engines, from private equity firms Berkshire Partners and Greenbriar Equity Group, and advised Ellora Energy, an oil and gas exploration and production company, in its merger into a subsidiary of a major integrated oil and gas company, for a cash consideration of approximately $695m. Recently, the team represented ProLogis in a stock-for-stock merger of equals with AMB Property Corporation, and advised the special committee of the board of directors of Pre-Paid Legal Services in the $650m sale of Pre-Paid Legal Services, a seller of legal expense plans which allow members to access legal services through a network of independent law firms. Chicago-based Marc Sperber is a key contact. Also in Chicago, Elizabeth Raymond has ‘industry knowledge and is a good team builder’. M&A head Scott Davis is recommended.
With key centers of expertise in Boston, California, Chicago, Washington DC, Houston, Miami and New York, McDermott Will & Emery LLP’s 120-lawyer US corporate/M&A team is a national coast-to-coast practice that generally focuses on middle and upper-middle market M&A. For some clients, the team is ‘more effective than other M&A groups at working to achieve clients’ goals. In all cases it has combined a high level of legal expertise with hard work, prompt service and commercial acumen’. Key sector strengths of the firm include energy, healthcare and life sciences, strengthened by top tax, employee benefits, antitrust, private client, and IP practices. The team frequently acts in the $1bn to $5bn range, such as the representation of Evonik Industries, a major German-based industrial company, in its $1.6bn strategic alliance with, and acquisition of Indiana-based Tippecanoe Laboratories, a pharmaceuticals industry production facility. Other highlights included representing Alfred E Mann Foundation for Scientific Research in its acquisition of Infusion Systems, a medical device company, and acting for the Caritas Christi Health Care System, in its pending $440m sale to Cerberus Capital Management. This involved the sale of a multi-facility, Catholic, non-profit system to a private equity firm, the first deal of its kind in the US. New York-based David Goldman is firm-wide corporate chair. Mark Mihanovic heads the West Coast corporate practice, splitting his time between the Silicon Valley and Los Angeles offices. San Diego-based Peter Townshend also practices in Silicon Valley, working almost exclusively for emerging and startup companies and venture capital investors. The Washington DC practice was recently involved in a number of distressed asset sales, strategic alliances in the alternative energy sector and internal restructuring work. In Miami, Harris Siskind’s team is a leading adviser to public and privately held businesses, and private equity funds, in Florida and elsewhere in the US. It acts for HIG Capital, a private investment firm, with over $8.5bn of capital under management. Led by Brooks Gruemmer, the Illinois corporate group represents a wide spectrum of financial investors, from buyout funds to venture investors and publicly and privately held businesses, and from Global 50 companies to venture backed start-ups. The team represented affiliates of Tribune Company, America’s largest employee-owned media company, in a high-profile transaction that transferred 95% ownership of the Chicago Cubs, Wrigley Field and an interest in Comcast Sportsnet, to the Ricketts family through a partnership transaction. Boston-based Mark Stein led the advice to SV Life Sciences and Bain Capital in connection with their control investment in The Corner Pharmacy. New York-based Timothy Alvino is ‘a particularly strong corporate lawyer with excellent technical and people skills. I can recommend him without reservation. He combines exceptionally hard work, brilliant corporate technical expertise with being one of the nicest people I have had the pleasure to work with’. Also in New York, Amy Leder is widely praised. ‘I’ve never asked her a question that she didn’t know the answer to, I learned M&A from Amy. She is tough but fair in negotiations’. Also notable is partner Thomas Sauermilch’s work on German-US cross-border corporate transactions. ‘I consider Sauermilch to be our best legal M&A advisor’. Strong Israeli and Korean corporate practices are also led from New York.
Fielding an 11-partner M&A team, Morgan Lewis handles million to multibillion-dollar transactions for a diverse, global clientele in virtually every significant regulated and unregulated industry, with recent workloads focusing in strategic deals within the pharmaceuticals, life sciences and energy sectors, as well as the return of public M&A deals. The ‘seasoned team is hardworking and efficient, with excellent knowledge of industry. Plus it knows how to get deals closed’. Other clients appreciate ‘business-minded lawyers who are practical and efficient. It does not overstaff, and has associates who are mature and who are good project managers, which facilitates high-quality and efficient service delivery’. Key transactions included representing Interactive Data Corporation in its sale to private equity firms Silver Lake and Warburg Pincus for $3.4bn and assisting BP in the $1.9bn cash sale of its oil and gas exploration, production, and transportation business in Colombia to a consortium of Ecopetrol, Colombia’s national oil company, and Talisman Energy of Canada, the deal marking the largest acquisition ever by Ecopetrol. The ‘particularly strong’ Philadelphia-based Richard Aldridge led the team representing Safeguard Scientifics in connection with the sale of its partner company Clarient, a company which provides molecular-diagnostics technologies such as markers, that provide precise information about a patient’s cancer. Aldridge ‘has great business sense and excellent legal judgment. He is able to cut through the details and get to the key issues’. New York-based Steven Navarro headed the advice to Aterian Investment Partners in relation to Artek Aterian Holding Company’s acquisition of Chemtura Corporation’s PVC additives business.
Morrison & Foerster LLP’s ‘overall service is excellent, with its lawyers demonstrating strong business acumen and industry knowledge. The team comprises practical deal makers, who are supported by an excellent antitrust group’. Clients also speak of ‘long and valued relationships with the firm and excellent response times, as well as being assigned a deep and experienced bench of attorneys to their accounts. It is very efficient and cost-conscious, while not compromising value or level of service’. Recent growth involved Hendrik Jordaan joining the Denver corporate group office as partner from Holme Roberts & Owen, where he was global managing partner of its corporate and M&A groups, and Spencer Klein being welcomed to the New York corporate group as partner from O’Melveny & Myers LLP. Klein ‘is a true adviser and has a wealth of experience. He understands the legal intricacies, is always accessible, and is very respected by boards and senior management teams’. William Choe arrived in the Palo Alto corporate group as a partner from the pre-merged Sonnenschein Nath & Rosenthal, now SNR Denton. Leveraging its firm-wide expertise in the technology sector, the firm played a leading role in helping Intel redesign itself through its high-profile, strategically crucial acquisitions of McAfee and Infineon’s Wireless Solutions business, the $7.7bn acquisition of McAfee being the largest in Intel’s 42-year history. The firm has also been growing the East Coast M&A practice and is noted for advising Japanese clients on their M&A transactions. Highlights included representing Astellas Pharma on the first-ever successful unsolicited tender offer by a Japanese company in the US and advising NTT Data Corporation in the first large deal between a Japanese firm and an India-based IT company. Beyond New York, the Washington DC corporate practice came into its own in 2010 against the backdrop of an active regulatory environment, and an ever-increasing focus on corporate governance practices, executive compensation, compliance programs and SEC disclosure considerations, while the Northern Virginia corporate practice continues to be well positioned in government defense and aerospace technology and services. The firm has also become a leading law firm in the region for completing transactions that involve cyber-security companies. New York corporate head Michael Braun, is ‘one of the best business lawyers we have worked with. He really knows our company, what is important to us and is a passionate advocate’. San Diego-based co-global corporate chair Scott Stanton is ‘an all-round rock-solid counsel who applies his legal skills and experience to the business issues at hand'.
O’Melveny & Myers LLP’s Ilan Nissan heads the M&A and private equity practice. Software, entertainment, gaming and chemicals-related M&A have all recently picked up for the firm. The team represented AMC Entertainment in its agreement to acquire substantially all of the assets of Kerasotes ShowPlace Theatres, and assisted a buyer backed by ARCH Venture Partners and Polaris Venture Partners in the purchase of the Iceland assets of deCODE genetics, a global leader in analyzing and understanding the human genome, the transaction being a rare example of a successful sale in bankruptcy for a life sciences company. The practice also advised Arcot Systems in its acquisition by CA Technologies, represented CCMP Capital Advisors in connection with its agreement to acquire infoGroup, a provider of data-driven and interactive resources for targeted sales, marketing and research solutions, and assisted Conexant Systems, a supplier of semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, in a definitive agreement with SMSC, a leading semiconductor company.
Proskauer Rose LLP ‘has experts in a number of areas and is very service-conscious and user- friendly. The firm gives us in-depth industry knowledge, at a business level, as well as the highest quality legal advice. I have a used a large number of large international firms and it has consistently been the most flexible’. Key deals included representing a special committee of independent directors of the board of The Student Loan Corporation in connection with three inter-related transactions, such as a definitive agreement for SLC’s acquisition by Discover Financial Services, which will become the owner of SLC’s private student loan business as well as $4bn of SLC’s private student loans, the transfer of $28bn of securitized federal student loans and related assets to SLM Corporation, and $8.7bn of federal and private student loans and other assets to Citibank. The team also played a key role in Xerox’s $6.4bn acquisition of Affiliated Computer Systems (ACS), representing Darwin Deason, the founder, chairman and largest stockholder of ACS. In the large deal arena, the team advised Grifols, a global health care company and leading producer of plasma protein therapies, in its proposed $4bn agreement to acquire Talecris Biotherapeutics, described as the largest leveraged buyout since the beginning of the fiscal crisis, while in the mid-market, Comtech Telecommunications was assisted in its $473.3m acquisition of CPI International, a provider of microwave and radio frequency solutions for the defense and medical device industries. M&A practice co-head Jeffrey Horwitz also co-leads the lodging and gaming group. Some clients ‘won’t make a move without Jeff. He is acutely in-tune to under-the-radar business and legal issues and not only highlights them, but also simultaneously proposes thought-out solutions’. Los Angeles corporate partner Monica Shilling ‘impresses’ clients who ‘admit to being difficult to impress. She is one of the three or four best transactional lawyers with whom I have ever worked. Shilling has the total skill set: she has extremely high levels of intellectual capacity, legal knowledge, common sense, people skills and M&A transactional experience’.
White & Case LLP is ‘stellar in all respects. The firm is practical, proficient, responsive and solution-oriented’. In 2010, the US national M&A team was particularly active in representing large energy and oil and gas companies and private equity firms on buy and sell-side M&A transactions, as well as strategic investments, divestments and joint ventures. It also continues to represent multinational corporations on cross-border deals, including their activity in BRIC countries; as well as sovereign wealth funds (SWFs), large-cap and mid-market private equity firms on domestic and international M&A, divestitures, as well as important restructurings. Highlights included representing NASDAQ and Oslo stock exchange-listed Acergy on its merger with Oslo stock exchange-listed Subsea 7 to create a global leader in seabed-to-surface engineering and construction. Calpine Corporation, the largest publicly traded, independent wholesale power company in the US measured by power produced in the US, was assisted in its $1.65bn purchase of 4,490 MW of power generation assets from Pepco Holdings. In major large-cap private equity transactions, the practice acted for Univar in connection with the acquisition of all of the equity interests of Basic Chemical Solutions. Significant West Coast representations included advising a consortium in connection with the successful bid of approximately $2.3bn for a portfolio of 11 state office properties in a sale-leaseback transaction, marking a landmark transaction for the state of California that involved a highly competitive bidding process involving more than 300 prospective buyers for the buildings. Americas head Oliver Brahmst and global head John Reiss are principal contacts, Brady Mickelsen, former vice president and associate general counsel for Oracle Corporation, joined as partner in the Silicon Valley office.
With offices in the US and abroad, Arnold & Porter LLP has advised clients on several large and complex transactions, with private equity a growth engine for the practice over recent years. The team also represents a broad range of corporate clients in the financial services community and is strong in regulatory areas, focusing on money center and super-regional banks. On the transactional side, the work tends to be focused on thrifts and regional banks, the practice also encompassing corporate and M&A work for hedge funds and other investment managers, specialty finance companies and small broker-dealers. Highlights included advising Brink’s Home Security Holdings as Virginia counsel in its $2bn sale to diversified manufacturing company Tyco International, acting for NISC, a privately-held information technology, information management and management technology company, in its sale to IBM, and representing Minera in acquiring and securing the exploration and mining permits for the Spremberg-Graustein-Schleife copper deposit in Germany. The firm also represented private equity fund The Halifax Group in its acquisition of a 61% interest in Animal Supply Company, a wholesale distributor of pet products and pet food to independent pet stores in the Western US, and was recently appointed as counsel to Morgan Stanley in connection with the merger of ProLogis and AMB to form a $46bn REIT. Washington DC-based Steven Kaplan is the partner responsible for the corporate and securities practice group. Also in DC, Sarah Kahn focuses on M&A and private equity transactions. Kahn has special experience in acquisitions for clients in international aerospace and defense and government contracting. In 2010, World Bank US executive director Whitney Debevoise returned to the firm as partner, while Andrew Varner joined the DC office from O’Melveny & Myers LLP. Robert Azarow, Edward Bright, and Stephanie Nygard arrived in New York from Sonnenschein Nath & Rosenthal – now SNR Denton – and Stephen Double joined from Allen & Overy LLP.
Although standing out for its ability to field cross-border M&A and support teams all around the world, Baker & McKenzie also has significant domestic M&A practices in energy, health care and technology, and was recently instructed on a number of mandates from Asia, the Middle East and Germany. Highlights included advising long-time client Abbott Laboratories in its $3.8bn acquisition of the domestic health care business of Piramal Healthcare, a branded generics company based out of India, the deal serving to strengthen Abbott’s growing presence in emerging markets. The team also acted for Motorola in connection with the global reorganization, separation and spinoff of its mobile devices and home businesses into a new global company, the matter requiring attorneys from 24 non-US offices. Bemis Company was assisted in its $1.2bn acquisition of the Food Americas operations of Alcan Packaging, a business unit of international mining group Rio Tinto, the transaction being Bemis’s largest acquisition to date. Washington DC-based Marc Paul chairs the North America corporate and securities practice. Chicago partners Dieter Schmitz and Craig Roeder are also key contacts. In Chicago, Charles Hallab was promoted to principal.
Baker Botts L.L.P.’s long-standing position as principal legal counsel to companies in the energy sector has led to it having a major role in the restructuring of various parts of that sector of American business. In 2010, the firm worked on more than 50 publicly disclosed deals, collectively totaling more than $70bn. The team was counsel to East Resources, a Pennsylvania-based independent oil and gas producer and one of the most active explorers in the Marcellus Shale, when it signed a definitive agreement, along with its private equity investor Kohlberg Kravis Roberts & Company, to sell the company’s business to a subsidiary of Royal Dutch Shell for a cash consideration of $4.7bn. The firm also advised MarinerMariner Energy in its merger agreement with Apache Corporation, pursuant to which Apache would acquire Mariner in a transaction valued at approximately $3.9bn. The practice worked on several transactions in 2010 in excess of $5bn, including the representation of the conflicts committee of Williams Partners in a $12bn restructuring of The Williams Companies to acquire Williams’ Gas Pipeline and Midstream Gas and Liquids business segments, and advising Schlumberger in the acquisition of Smith International in an all-stock transaction valued at $11.34bn, the merger widening Schlumberger’s lead as the world’s largest oilfield services company based on revenue and market capitalization. Houston-based David Kirkland and Doug Rayburn in Dallas are the firm-wide corporate deputy chairs. Recently, Sean Wheeler, a partner in the Houston office, left to join Latham & Watkins LLP and Dallas partner Soren Lindstrom departed to join K&L Gates. David Monk withdrew from the firm to join Dallas-based software company, RealPage, as senior vice president and deputy general counsel.
Clifford Chance’s small team distinguishes itself for its cross-border reach. Clients find the group to be ‘very responsive, with the broad knowledge that is required, including not only a practical, commercial sense of business practices, but also the knowledge of how to operate in three continents and a dozen separate countries’. The practice advised Sembcorp Utilities, a subsidiary of Singapore stock exchange-listed Sembcorp Industries, in connection with a tender offer to acquire shares in Cascal, acted for TAM Airlines in its proposed merger with Lan Chile to form LATAM Airlines Group, and assisted Bank of America Merrill Lynch as financial advisor to Boston Scientific in its proposed $1.4bn sale to medical device maker Stryker Corp. In the mega-deal space, the practice advised Kraft Foods International on its $19bn takeover of Cadbury, one of the first major cross-border takeovers by a US acquirer since the onset of the financial crisis, while in the mid-market, American Tower Corporation was advised on its $430m acquisition of up to 3,200 communications towers in South Africa from Cell C (Pty). Benjamin Sibbett has ‘strong negotiation skills’. Robert Masella recently joined as partner in New York. Masella was previously a managing director in the M&A group at Bank of America Merrill Lynch. Co-M&A chairs Brian Hoffmann and John Healy are key figures.
Cooley LLP represents all categories of participants in transactions, including buyers, sellers, major stockholders, lenders, financial advisors, management, special board committees, venture capitalists, individual investors, and private equity and hedge funds. The team advised Compellent, a provider of Fluid Data storage solutions that automate the movement and management of data at a granular level, in its $960m sale to Dell, and advised Rovi Corporation in the $720m acquisition of Sonic Solutions, a provider of digital video processing, playback and distribution technologies. The practice also acted for Genoptix, a specialized laboratory service provider focused on delivering personalized and comprehensive diagnostic services to community-based hematologists and oncologists, in its $470m sale to Novartis. San Diego-based Barbara Borden heads the M&A practice. Borden has experience representing a broad range of technology, life sciences and other growth companies including software, electronic commerce, semi-conductor, telecommunications, biotechnology, medical device, healthcare, consumer finance, defense contractors, sporting goods and service companies. In Palo Alto, Jennifer Fonner DiNucci led the team advising Dionex Corporation, a manufacturer and marketer of chromatography systems, in its $2.1bn sale to Thermo Fisher Scientific.
With US offices in New York, Washington and San Francisco, Covington & Burling LLP ‘gives excellent, experienced and practical advice, and is attuned to the business practicalities of its clients’. Other clients praise the ‘exceptional level of service across the board. It is extraordinarily sophisticated and has a very strong team. It also does it in a very cost-effective manner’. Representative work has included advising Thomson Reuters in its acquisition of Information Holdings and assisting Pfizer in its purchase of Bioren, a privately held company specializing in technology for optimizing antibodies. Hanesbrands was advised in its spin-off from Sara Lee Corporation, and AudioCodes assisted in its acquisitions of Nuera Communications and Netrake Corporation, both venture-backed private companies in the telecommunications equipment industry. The firm also acted for Coty in its approximately $800m acquisition of Unilever’s global prestige fragrance business and in the auction and sale of its Chinese subsidiary, Yue-Sai cosmetics. Johnson & Johnson was represented in its $230m acquisition of TransForm Pharmaceuticals, a privately held company that specializes in the discovery of certain forms of drug molecules. New York-based Scott Smith leads the firm’s M&A and private equity efforts. Smith is a principal adviser to companies, investment banks and private equity funds, and led the team advising Procter & Gamble in the $3.1bn sale of its pharmaceutical business to Warner Chilcott. Also in New York, Stephen Infante is ‘very sharp and detail-oriented. He rarely misremembers things and is good at making sure his client is thinking of all aspects of an issue’. Infante’s experience includes public and private acquisitions and divestitures, going private transactions, cross-border deals and joint ventures, as well as the representation of investment banks as financial advisors in M&A transactions. In Washington DC, Bruce Wilson is a key contact within the firm’s health care services M&A practice. Wilson has extensive experience in the structuring of television, new media, telecommunications and entertainment facilities transactions, as well as sponsorship transactions. Overall, clients find the firm to be ‘a great fit for anybody looking for very capable help on corporate and regulatory manners in international business. It also brings a lot of intellectual talent to any assignment we give it’.
King & Spalding LLP’s M&A practice consists of over 90 lawyers working from Atlanta, Charlotte, Dubai, Houston, London, New York, and Silicon Valley. Recently, William Spalding, a former executive vice president of CVS Caremark, rejoined the firm in Atlanta as a corporate partner. Spalding focuses on the healthcare services, branded pharmaceuticals and healthcare IT sectors. New York-based Crayton Bell, an M&A energy specialist, joined as partner from Milbank, Tweed, Hadley & McCloy LLP, and private equity partner John Herbert arrived in the New York office from McDermott Will & Emery LLP. Herbert advises private equity funds in connection with their portfolio investments in public and private companies. Recently, the practice represented Eclipsys Corporation in its merger with Allscripts-Misys Healthcare Solutions, and advised Cooper Industries in its joint venture transaction combining Cooper’s tools business with the tools business from Danaher Corporation. In the upper echelons of the middle market, Sprint Nextel Corporation was assisted in its $831m acquisition of NASDAQ-listed iPCS, a Sprint Nextel affiliate with the exclusive right to sell products and services under the Sprint Nextel brand in certain markets, including the assumption of debt, and acted for Falcon Gas Storage Company, a portfolio company of Arcapita Bank, in the $500m sale of its subsidiary NorTex Gas Storage Company to Alinda Natural Gas Storage I and Alinda Natural Gas Storage II. In the sub-$500m deal space, the firm represented BioScrip in its $347.7m acquisition of Critical Homecare Solutions Holdings, a provider of home infusion and home nursing products and services to patients suffering from chronic and acute medical conditions, and advised Lodgian, a large independent hotel owners and operator, in its $270m merger with an affiliate of Lone Star Funds. Clients find the practice ‘very responsive to their needs’.
Ropes & Gray LLP’s Boston-based Julie Jones is the head of the federal securities and public companies practice. Jones focuses on representing public companies, investment banks and private equity funds in M&A. Key deals for the team included acting for Covidien, a provider of medical devices, in a wide variety of corporate matters, including the $2.7bn acquisition of ev3, an endovascular device maker. In mega-deal matters, the practice assisted NSTAR in its $17.1bn sale to Northeast Utilities and represented Millipore Corp, an international biosciences company, in its $7bn acquisition by Merck, a global pharmaceutical and chemical company based in Germany. Mid-market highlights included representing Green Mountain Energy Company in its $350m sale to NRG Energy and advising TechTeam Global, a provider of IT outsourcing and business process outsourcing services to businesses, in its $111m sale to Stefanini IT Solutions. The practice also acts for Green Mountain Coffee Roasters in a wide variety of corporate matters, including its strategic acquisitions, which recently included the: $893.5m acquisition of Yan Houtte, the $290m acquisition of Diedrich Coffee, and the $165m acquisition of Timothy’s Coffees of the World. Paul Kinsella focuses primarily on transactions involving life science companies. David Chapin regularly represents Berkshire Partners, Thomas H Lee and Weston Presidio, as well as a number of other private equity funds.
Based in California, Wilson Sonsini Goodrich & Rosati has ‘top-flight M&A attorneys’. The firm advises on the full range of transactions involving domestic and foreign technology and growth business enterprises at all stages of development. Martin Korman leads the group. Korman advised Sun Microsystems in its merger with Oracle, acted for Genentech in its acquisition by Roche, and assisted Freescale Semiconductor in its going-private transaction. He also represented Hewlett-Packard in its merger with Compaq, acted for Sun Microsystems in its acquisition of StorageTek and was counsel to Pixar in its merger with Disney. Barry Taylor rejoined the firm in Palo Alto as a partner in the corporate and securities practice from Warburg Pincus, a global private equity firm, where he served as a managing director in the technology, media, and telecom group. Michael Rabson also rejoined the firm in Palo Alto as a partner. Formerly general counsel and senior vice president at Cytokinetics, Rabson serves as a strategic adviser to life sciences and clean technology clients, advising on technology transactions.
M&A: middle-market ($500m-999m)
Index of tables
M&A: middle-market ($500m-999m)
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1
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2
- Akin Gump Strauss Hauer & Feld LLP
- Bingham McCutchen LLP
- Bracewell & Giuliani LLP
- Chadbourne & Parke LLP
- Edwards Angell Palmer & Dodge LLP
- Fulbright & Jaworski LLP
- Greenberg Traurig LLP
- K&L Gates
- Schulte Roth & Zabel LLP
- Vinson & Elkins L.L.P.
- Willkie Farr & Gallagher LLP
- WilmerHale
- Winston & Strawn LLP
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3
Leading lawyers
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- Jonathan Awner Akerman Senterfitt
- Sanford Brown Bracewell & Giuliani LLP
- Michael Conlon Fulbright & Jaworski LLP
- Gary Epstein Greenberg Traurig LLP
- John Franchini Milbank, Tweed, Hadley & McCloy LLP
- Joseph Gromacki Jenner & Block LLP
- Sandra Hallmark Akin Gump Strauss Hauer & Feld LLP
- Paul Jaskot Reed Smith LLP
- Roger Meltzer DLA Piper
- Carl Sanchez Paul, Hastings, Janofsky & Walker LLP
- Robert Wall Winston & Strawn LLP
DLA Piper LLP has ‘excellent functional depth and global coverage. Service and response times are fantastic and the team brings real-world business acumen to each issue. It addresses the full range of corporate issues and can easily staff the most complicated issues. It is also very time-efficient and this leads to very reasonable fees. We would be comfortable recommending the practice’. Others say that ‘the firm is far and away the most experienced and talent-rich firm that we use for M&A transactions’. Recently, Andrew Gilbert and Michael Helmer opened the Florham Park New Jersey office, focusing on emerging growth technology companies and life sciences, and a group joined in New York from Nixon Peabody LLP, including Charles Baker, bringing a strong sports and media transactional practice. Highlights included advising Qualcomm Incorporated in the $1.925bn sale of certain spectrum licenses in the Lower 700 MHz frequency band to AT&T, the spectrum covering 300m people nationally, and representing AsiaInfo Holdings in its acquisition of Linkage Technologies International Holdings, a leading provider of software solutions and IT services for the telecommunications industry in China, in a cash and stock deal valued at $733m, creating the largest software company in China, AsiaInfo-Linkage. The practice also acted for electronics intelligence company Argon ST in its acquisition by the Boeing Company for $775m, and Applied Signal Technologies in its $500m acquisition by the Raytheon Company. Net 1 UEPS Technologies was assisted in its execution of a share purchase agreement to purchase substantially all of the share capital of KSNET, a leading payment processor in Korea. It also acted for Groupon in its reported $6bn buy-out offer from Google. Throughout 2010, the firm represented Groupon in the rejected Google offer, and in a number of its successfully completed acquisitions globally. Maryland-based Jason Harmon is ‘a key member of the team, who provides sound, timely advice’. Also in Maryland, Jay Smith Jr is ‘always available to deal with the difficult and complex issues’. In New York, global corporate and finance chair Roger Meltzer is a key contact.
Milbank, Tweed, Hadley & McCloy LLP’s M&A practice assists clients in structuring, negotiating, documenting and stands out for its closing of complicated, innovative M&A transactions. The firm represents all the key participants in M&A deals, including targets, bidders, minority shareholders, boards of directors and their special committees and financial advisors. Toyota Tsusho was assisted in the acquisition of a 45% stake in the 424 MW Oyster Creek natural gas-fired power plant in Freeport, Texas, the acquisition being undertaken as part of a long-term plan to expand the client’s asset portfolio in the US’ IPP sector, and the team represented Cushman & Wakefield in connection with the $625m sale by The Rockefeller Group of its majority interest to IFIL Investissements, the investment group of Italy’s Agnelli family. Other recent notable transactions included advising Iberdrola in connection with the $4.5bn acquisition of Energy East, a super-regional energy services and delivery company, acting for Enron in its sale of Prisma Energy International for $2.9bn to Ashmore Energy International and assisting the New York Board of Trade in the $1.8bn acquisition of NYBOT by InterContinental Exchange. The firm also represented Citigroup Corporate and Investment Banking and Citibank in the acquisition of the assets of the Affordable Housing Debt Business of Capmark Financial Group, the nation’s leading affordable housing banker and underwriter with approximately $1.2bn of assets. New York-based partner Charles Conroy is recommended. Conroy led the team which advised Nabors Industries in its $900m acquisition of Superior Well Services. Also in New York, Alexander Kaye is the practice group leader of the global corporate team. Kaye has significant cross-border M&A experience, and has recently completed transactions in several regulated industries, including aircraft, aircraft leasing, energy, satellite and insurance. Ken Baronsky is the managing partner and head of the Los Angeles corporate practice. Baronsky is especially focused on the gaming industry, and has extensive experience handling distressed situations, including out-of-court financial restructurings and the corporate aspects of bankruptcies. New York partner John Franchini has represented numerous private equity and hedge fund clients, including Apax Partners, CCMP Capital Advisors, Cerberus Capital Partners, Energy Investors Funds, Global Infrastructure Partners, Macquarie Securities (USA), One Equity Partners and Reservoir Capital Group.
Paul, Hastings, Janofsky & Walker LLP’s ‘client service is outstanding. It has the ability to handle the complexity of a deal and drive towards a closing. Unlike many firms, it does not fall into the trap of actually getting in the way of a transaction. I rely on it to perform great work and it does not disappoint’. The global M&A practice group consists of approximately 28 corporate partners and over 75 associates and other professionals located in 18 offices throughout the world. In 2010, the firm welcomed Thaddeus Malik and Jill Sheiman to the Chicago M&A group. Malik joined from Jenner & Block LLP, where he served as co-chair of the firm’s M&A practice and as a member of the management committee. Also from Jenner & Block LLP, of counsel Sheiman represents public and private companies in connection with M&A, divestitures, joint ventures, and other complex business transactions. Recent highlight deals included advising on all aspects of Marvel Entertainment’s acquisition by The Walt Disney Company. The transaction, valued at $4bn, was structured as a cash and stock, tax-free double merger. The team also advised Accelrys, a scientific informatics software and services company, in its acquisition of Symyx Technologies in a merger-of-equals valued at $350m. The firm also represented Jacobs Engineering Group in a range of key transactions, including the $220m acquisition of Tybrin Corporation and the $50m acquisition of Jordan, James & Goulding. Citigroup was assisted in the sale of Citigroup’s global real estate fund management platform, including conducting an auction, selecting a preferred bidder and negotiating and documenting the transaction. San Diego-based Carl Sanchez heads the M&A team. The Atlanta corporate practice is also praised for being ‘extraordinarily responsive and with a good breadth of experience’. Reinaldo Pascual and his team are ‘as professional as they come. Pascual is one of the most astute businessmen I have ever had the pleasure to work with. We would not be able to do what we do without them’. Frank Layson and Erik Belenky are also rated. ‘Belenky is a go-to guy for transactions requiring a skilled and careful hand’. Elizabeth Noe is ‘a world-class lawyer. She responds immediately to all requests, and she is a pleasure to work with’.
Akin Gump Strauss Hauer & Feld LLP’s strong presence in the private equity markets contributes to its experience in providing representation in hundreds of private M&A transactions in the US and globally. The firm’s M&A attorneys also work closely with their corporate finance and securities colleagues. In New York, Bruce Mendelsohn advised in connection with UK company Norimet’s and its Russian parent company MMC Norilsk Nickel’s $970m sale of its entire stake in Stillwater Mining Company. Dallas-based corporate partner Seth Molay acted in connection with long-standing client Bridas Corporation’s $7.059bn acquisition of joint venture partner BP’s stake in Pan American Energy, Argentina’s second-largest oil producer. In Washington DC, Sandra Hallmark assists numerous public companies in acquisitions, divestitures and joint ventures involving strategic assets and represents public companies in the timber and paper products industry in the sale of timberlands, including transactions involving installment sales. In New York, Kerry Bercham co-heads the corporate practice. Bercham advises companies, including boards of directors, and financial services clients, including distressed, private equity and hedge funds, in M&A matters. She served as counsel to the official committee of unsecured creditors of a telecommunications company and subsequent representation of the company in connection with a $207m merger with a strategic buyer, and advised a special committee of the board of directors of a minerals company in connection with its $1bn merger with a strategic buyer.
The ‘very responsive and pragmatic’ Bingham McCutchen LLP is ‘easy to do business with and substantively sound. Its broad experience and good brainstorming partners enable the practice to develop creative approaches to complex issues. The team also has a good sense of market trends and current developments. I would highly recommend it to others’. The firm has a team of more than 100 lawyers on the East Coast in Boston, New York and Washington DC offices on the East Coast, and, in California, in the Los Angeles, Orange County and San Francisco and Silicon Valley offices. Recent mandates included advising Simmons Pet Food in its $239m acquisition of sector firm Menu Foods, a subsidiary of Menu Foods Income Fund. Los Angeles-based co-practice group leader David Robbins is ‘a valued adviser who works with clients to ensure the full vetting of issues, combining technical expertise with practical perspective. Robbins understands client objectives, both from a transactional and operating model perspective’. Recently, he represented the University of Southern California in its $275m acquisition of USC University Hospital and USC Norris Cancer Hospital from Tenet Healthcare, and advised Celanese Corporation in its acquisition of 2 DuPont product lines from Dupont Performance Polymers. In Boston, Steven Browne co-heads the group. Also in Boston, Steve Frank joined Bingham McCutchen LLP from Goodwin Procter LLP. Other recommendations include Andrew Ray in Washington DC, John Utzschneider in Boston, Washington DC-based Carl Valenstein and Los Angeles managing partner Richard Welch. Other highlights included the representation of Freeman Spogli in its acquisition of BECO Holding Company, the largest distributor of fire protection and safety equipment in the US and advising Levine Leichtman Capital Partners in the sale of Hackney Ladish, a manufacturer of valves and equipment for the oil services industry.
In addition to transactional lawyers with capital markets and M&A experience, Bracewell & Giuliani LLP’s tax, environmental, finance, and energy regulation attorneys are an integral part to its M&A team. Highlights included advising MatlinPatterson Global Advisers in connection with its $725m bid to acquire substantially all of the assets of Nortel Networks Corporation relating to its CDMA/LTE business via the Chapter 11 process, assisting Denham Capital in the sale of its participation in the Marcellus shale in northeastern Pennsylvania through the transfer to Williams of approximately 42,000 net acres acquired in partnership with Alta Resources, and representing the special committee of the board of directors of Western Gas Holdings in two acquisitions of certain midstream assets from Anadarko Petroleum Corporation. In the sub-$500m part of the market, the team represented Key Energy Services in its proposed sale of its pressure pumping and wire line businesses to Patterson-UTI for approximately $256.7m. The practice has also expanded its capacity in large $1bn-plus transactions, while in mega-deal matters, Apache Corporation was assisted in its $7bn acquisition of BP’s oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and in Egypt’s Western Desert, as well as BP’s upstream natural gas business in western Alberta and British Columbia. Houston partner Gregory Bopp is a key contact. Dallas partner Sanford Brown is ‘good to have on your side’.
Chadbourne & Parke LLP offers its M&A clients in-depth understanding and expertise in every major industry, with particular experience in aerospace and defense, communications and technology, consumer products, energy, insurance and reinsurance, manufacturing and pharmaceuticals. The firm also has a long history of M&A representation in the energy sector, where its M&A attorneys works closely with the project finance group, and it has firmly placed its stamp in the renewable energy sector. In 2010, the US M&A practice was especially active in cross-border work, often Canada-related, with the New York office representing clients on numerous international deals. The year also saw buoyant activity in the insurance space, with recent highlights including advising New York City-based Harbinger Capital Partners in the acquisition of Old Mutual’s Maryland-based US life insurance business for approximately $350m, marking the first time that a hedge fund proposed to acquire a US-regulated life insurance company. Southern Cross Latin America Private Equity Fund III was assisted in connection with the shareholder arrangements relating to the acquisition, together with Evercore Mexico Capital Partners II and others, of a controlling interest in Javer, one of the largest housing construction companies in Mexico. The team also advised Transmission Developers in a US private equity investment by The Blackstone Group in an underwater transmission transaction from Quebec to New York City. The largest deal of the year for the practice was the representation of New York Stock Exchange-listed GLG Partners in a $1.6bn merger with London Stock Exchange-listed Man Group. This trans-Atlantic merger of two publicly traded companies was one of the largest in history for alternative asset and hedge fund managers and required the design of an innovative bifurcated deal structure whereby the controlling stockholders received Man shares and the public stockholders received stock. Interconexión Eléctrica was assisted in connection with its $1.2bn acquisition of a controlling interest in Cintra Chile, a company formerly controlled by the Ferrovial Agroman Group, that operates five major toll road concessions in Chile. New York-based corporate department head Allen Miller has extensive cross-border M&A experience. Miller has represented a major alternative asset manager in investment and transactional work, advised a major US energy company in M&A matters, and assisted a US IT company in transactional work. Also in New York, Marc Alpert heads the public company practice. Alpert’s experience includes representing Rockwell Automation in the spin-offs of Rockwell Collins, Conexant Systems and Meritor Automotive, as well as its acquisitions of Entek IRD International Corporation, Anorad Corporation and Reliance Electric Company. Morton Grosz advised a European corporation in connection with its sale of loans and equity investment in a US publicly held company with a face amount of approximately $1bn, and assisted a European software company in connection with its $300m-plus strategic and venture capital investments in the US. In 2010, Jonathan Melmed acted for a New York-based hedge fund in the acquisition of a US-based company in the insurance sector, advised EnerTech Capital in a venture capital transaction involving Tangent Energy Solutions, and assisted Magna E-Car Systems of America in a proposed venture capital investment in a US solid state battery manufacturer.
Edwards Angell Palmer & Dodge LLP also has a strong private equity and venture capital practice, and recently made a lateral partner hire in its London office with Shawn Atkinson. David Kovacs joined the practice in New York. Recent instructions include advising QBE Insurance Group Limited in its $565m acquisition of NAU Country Insurance, a Minnesota-based writer of crop insurance business. In the lower mid-market space, American Life Insurance Company was assisted in an all-cash acquisition of American-Amicable Holdings and its subsidiaries for $142m, and the firm acted for Atlantic Tele-Network in the $200m acquisition of wireless assets, including wireless spectrum licenses and network assets, from Verizon Wireless. The practice also receives large deal mandates, such as the representation of ABRY Partners in its approximately $1.2bn acquisition of RCN Corporation, one of the most complicated buyout deals of 2010, including an extensive reorganization process involving over 30 business segment transfers. Bruce Raphael, Richard Small, Marty Clarke and Walter Reed are all national practitioners worth of recognition.
Fulbright & Jaworski LLP’s M&A group is an integral part of the firm’s ten US offices and six international offices. Houston partner-in-charge Michael Conlon was the lead attorney for a NYSE company in connection with a taxable spin-off of a division immediately followed by a sale of the company through a cash merger. Conlon has also acted in connection with the acquisitions and dispositions of oil refineries, as well as the purchases of significant retail businesses. New York-based Paul Jacobs co-heads the corporation, business and banking department. Jacobs is primarily engaged in the practice of corporate law, including M&A and joint ventures. He also represents companies and investment groups engaged in leveraged buyouts, and venture capital activities, as well as representing a number of publicly traded companies. Also in New York, Steven Suzzan co-chairs the firm’s private equity practice group, and vice-chairs the M&A practice group.
Greenberg Traurig LLP advises public and privately held companies on M&A, corporate restructurings, private equity and venture capital, cross-border transactions and general corporate matters. The firm’s industry experience includes transactions in a wide range of fields, from the pharmaceutical, medical devices and life sciences fields, to representations involving clients in the aviation, banking, energy, health care, manufacturing, technology and telecommunications sectors. The M&A practice includes negotiated and contested M&A; sales and purchases of assets, subsidiaries and divisions; election contests and dissident shareholder proposals; tender and exchange offers; going-private transactions; MBOs; spin-offs; anti-takeover defenses and related transactional and M&A advisory engagements. The team’s experience includes serving as counsel to Liberty Acquisition Holdings Corporation in connection with its purchase of Promotora de Informaciones, the world’s leading Spanish and Portuguese-language media group, the $1.5bn reverse-acquisition being the third blank check transaction for Nicolas Berggruen and Martin Franklin, the founders of Liberty. The practice also represented Deutsche Bank Securities as financial advisor to Bucyrus in connection with Caterpillar’s and Bucyrus International’s announced agreement under which Caterpillar would acquire Bucyrus International in a transaction valued at approximately $8.6bn, including net debt. The team advised The Seminole Tribe of Florida and its subsidiary, Seminole Hard Rock Entertainment, in the $1bn acquisition of Hard Rock International and other related entities from The Rank Group, marking the first purchase of any major international corporation by a Native American tribe. In New York, shareholder David Schwartzbaum advised CV Therapeutics in its $1.4bn acquisition by Gilead and response to an unsolicited takeover proposal and tender offer by Astellas. Schwartzbaum also acted for FTD Group in its $800m acquisition by United Online. Phoenix-based shareholder Bruce Macdonough has wide-ranging public company M&A experience, including acquisition programs for consolidators and growth companies, going private transactions, special committee assignments, tender offers, mergers and other change-in-control transactions. Macdonough’s clients include Brockway Moran & Partners, C/max, Directed Electronics, Roadrunner Transportation Systems and Suntron Corporation. Miami-based global corporate chair Gary Epstein is ‘a great operator’. Epstein represented RailAmerica in acquisitions and financings that have made it the largest short-line railroad in the world, and acted for Florida East Coast Industries in its $3.5bn merger agreement with Fortress Investment Group.
K&L Gates’ M&A engagements encompass virtually all sizes and degrees of complexity, representing purchasers, sellers, financing sources, management, and advisors in a wide variety of transactions involving both public and private companies, including equity and asset acquisitions of both entire companies and subsidiaries or divisions, mergers, tender offers, leveraged buyouts, spin-offs, recapitalizations, roll-ups, consolidations, joint ventures and strategic investments. Highlights included advising a provider of post-secondary education in its recent sale for $3.4bn, and representing a Florida-based international power products manufacturer, with operations in Asia and throughout Europe, in its recent sale for $500m. The practice also assisted a Hong Kong-based premier global trading group managing the supply chain for high-volume, time-sensitive consumer goods, including garments, hard goods, fashion accessories, furnishings and other products in its $162m acquisition of a New York-based handbag and accessories business. The team also acted for a US-based engineering, construction and services company in its divestiture for $280m of a business in the UK which provides support services to oil and gas exploration and production customers. Seattle-based Richard Dodd acted in connection with the acquisition of Vicinity in a cash merger by longstanding client Microsoft for $105m. Also in Seattle, Matthew Topham acted for California Seven Studios in its sale to Activision Publishing.
New York-based law firm Schulte Roth & Zabel LLP also has offices in Washington DC and London. The ‘always dependable’ Marc Weingarten heads the department. When hedge fund manager FrontPoint Partners agreed to be spun-off from Morgan Stanley, the firm aided FrontPoint and its CEOs Daniel Waters and Michael Kelly in crafting the deal. The practice also represented the asset management division of Credit Suisse Group in its acquisition of a significant non-controlling, minority interest in York Capital Management for $425m in up-front consideration. As for larger deals, DynCorp International, a leading global government services provider in support of US national security and foreign policy objectives, was represented in connection with its $1.5bn sale, including the assumption of debt, to affiliated funds and managed accounts of Cerberus Capital Management, a private investment firm. Talecris Holdings, an affiliate of Cerberus Capital Management, was assisted in the proposed merger of Talecris Biotherapeutics Holdings with Grifols. The team acted for Cerberus Capital Management as buyer in the award-winning $895m acquisition of the Caritas Christi Health Care hospital chain. Clients praise Stuart Freedman for his ‘resourcefulness’.
Vinson & Elkins L.L.P. has successfully expanded its Texas energy roots to capture M&A business across a variety of industries including airlines, technology and consumer goods. Highlights included advising Energy Transfer Equity in its $900m acquisition of the general partner of Regency Energy Partners from GE Energy Financial Services, and representing Concentra in its $790m all-cash sale to Humana. Concentra was owned by private equity firm Welsh, Carson, Anderson & Stowe, who have had ties with Concentra for nearly 20 years. Texas-based Oil States International was assisted in its $650m pending acquisition of the publicly traded MAC Services Group, which is also an Australian-based diversified support services company owned by Marley Holdings. In the large deal space, the practice recently represented Continental Airlines in its $3.47bn all-stock merger with UAL Corp’s United Airlines. In addition, the firm represented Southwest Airlines in its $3.4bn acquisition of AirTran Holdings. The practice also represented Dell in its transaction to acquire Perot Systems for $3.9bn in a tender offer, and assisted with Devon Energy Corporation’s $7bn agreements to sell off all of its deep Gulf of Mexico, Brazilian and Azerbaijan assets to BP, as well as purchasing a 50% interest in an oil sands project in Alberta, Canada, and agreeing to enter into a joint venture to develop this oil sands project. Pioneer Natural Resources was assisted in its M&A transaction with an affiliate of Indian energy company, Reliance Industries. Under the agreements, Pioneer sold a 45% interest in several hundred thousand acres leased by Pioneer in the Eagle Ford Shale play for a total price of $1.15bn. The firm also represented CNOOC in its $2.2bn investment in a third of Chesapeake Energy’s oil and gas assets in a south Texas shale deposit, marking the largest Chinese purchase of US energy assets as of October 2010. The firm also maintains a continued commitment to private equity firms and has established long-term relationships with private equity clients within and beyond the US. In private equity deals, the team acted as legal counsel to Sturm Foods, a North American-based packed food company, HM Capital in the $660m sale to Treehouse Foods, and represented Wayzata Investment Partners in its $213m acquisition of power generation assets at the Gila River Power Station in Maricopa County, Arizona, from Entegra Power Group. Dallas-based Robert Little advised Kohlberg Kravis Roberts & Co and TPG Capital in connection with its $45bn acquisition of TXU Corp, and assisted Haggar, a publicly held apparel company, in its sale to a group of private equity firms. Dallas-based Alan Bogdanow is a key contact. Houston-based practice head Keith Fullenweider is widely praised by clients.
From its New York and Washington DC offices, Willkie Farr & Gallagher LLP’s corporate and financial services department offers corporations and financial institutions extensive experience in all types of commercial transactions. With international offices fielded from Paris, London, Milan, Rome, Frankfurt and Brussels, the practice is noted for handling complex, cross-border M&A transactions, and for advising on the complete spectrum of corporate governance matters. Representative highlights included advising Brookfield Asset Management in the $1.7bn acquisition of an additional interest in General Growth Properties, one of the country’s biggest shopping mall owners, from the Fairholme Fund. The team advised Bloomberg in its acquisition of Business Week. Firm co-chair Thomas Cerabino is recommended. Jack Nusbaum remains a key contact.
WilmerHale recently welcomed Andrew Nagel to the New York office as partner from Kirkland & Ellis LLP, as part of the firm’s strategy to strengthen the firm’s transactional practice in New York, utilizing the practice’s core regulatory strengths. Highlights included representing Unica Corporation in its $480m sale to International Business Machine, acting in the acquisition of its publicly traded client, Starent Networks, by Cisco Systems in a cash merger, and advising the special committee of board of directors of Harbinger Group in the purchase of Harbinger Capital’s interest in Spectrum Brands Holdings. The team also assisted PerkinElmer in the $500m sale of its Illumination and Detection Solutions business, while in the large deal space, it represented Netezza in its $1.7bn acquisition by IBM. In Boston, corporate chair Hal Leibowitz and M&A group chair Jay Bothwick are recommended, as is Washington DC-based vice corporate chair Stephanie Evans.
Winston & Strawn LLP recently welcomed partner James Levin to the Los Angeles office from O’Melveny & Myers LLP, where he was co-chair of the M&A/private equity practice, and New York partner William Grant arrived from Willkie Farr & Gallagher LLP. Co-led by Chicago partner Oscar David and New York partner Robert Ericson, the traditional M&A practice is centered primarily in the Midwest, but the attorneys are also regularly involved in larger M&A deals. Key deals included acting for TreeHouse Foods in connection with its acquisition of Sturm Foods from HM Capital Partners for $660m, and advising Sony Electronics on a number of potential acquisitions. In the large deal space, the practice advised longstanding client Motorola in its recently announced $1.2bn agreement to sell a majority of the assets of its wireless network infrastructure business to Nokia Siemens Networks. The team also represented the Audit Committee of Allscripts-Misys Healthcare Solutions in Allscripts’ announced $1.3bn merger with Eclipsys Corporation. In New York, Dominick DeChiara and Bradley Vaiana lead a prominent equity practice. Chicago-based leading individual Robert Wall is a widely respected practitioner. Wall has participated in over 120 publicly disclosed M&A transactions while at the firm. He represented a special committee of the board of directors of AO Smith Corporation regarding an affiliated acquisition, and advised the board of directors of NAVTEQ Corporation in the sale of the company to Nokia.
Particularly known for its Florida M&A practice, Akerman Senterfitt’s national corporate practice has particular expertise in middle-market transactions across a wide range of industries, including healthcare, automotive, sports and waste management. ‘While often mentioned as the largest law firm in Florida, in my book, it is one of the top law firms in the US in terms of quality of work’. Other clients say that ‘it is outstanding, provides very prompt response times and offers good value’. The firm serves clients across the US and in Latin America from offices in Florida, New York, and Washington DC. Recent growth involved Carlos Mendez-Penate in New York joining from Thompson & Knight LLP, bringing extensive experience in investing and financing assignments in Latin America and the Caribbean, including M&A and real estate acquisitions on behalf of Latin American-based financial institutions and US and European entities. His clients include multinational banks, private equity firms, insurance companies, investment banks and Latin American corporations. Mendez-Penate also has vast experience in the telecommunications, agribusiness, and energy sectors. Ian Pesses in Boca Raton arrived from Butzel Long, bringing more than 30 years of experience in M&A, with a special focus on representing closely-held businesses including start-ups, and growth and hi-tech ventures. Tysons Corner/Washington DC-based Ernest Stern joined from Seyfarth Shaw and represents public and private emerging technology companies. The firm advised inVentiv Health, a leading provider of end-to-end clinical development, launch, and commercialization services to the global pharmaceutical and healthcare industries, through its $1.2bn acquisition by private equity firm, Thomas H Lee Partners. It also acted for The GEO Group, an industry leader in providing private correctional, detention, and residential treatment services to federal, state, and local government agencies, in the acquisition of Cornell Companies, a leading operator of 68 correctional and treatment facilities. Enterprise Acquisition, a SPAC, was assisted in its merger, valued at approximately $250m, with ARMOUR Residential REIT. The practice also acted for Sunair Services Corporation in its sale to Massey Services for approximately $55m, the combined company being one of the largest companies in the pest management industry. Woodbridge Holdings Corporation, a publicly traded owner of interests in timeshare communities, was represented in its sale to publicly-traded holding company, BFC Financial Corporation, and Steiner Leisure was advised in its $100m acquisition of Bliss World Holdings, a spa and skincare company with global operations, from Starwood Hotels & Resorts Worldwide. Trivest Partners, a private equity firm, was assisted in its acquisition and recapitalization of Endeavor Telecom, a leading provider of turnkey installation services to telecommunications businesses throughout North America. Miami-based national corporate chair Jonathan Awner was lead counsel for Republic Services in its industry-transforming $12.9bn merger with Allied Waste Industries. Awner ‘has great judgment, business acumen and technical legal skills’. Co-M&A and private equity chair Teddy Klinghoffer is ‘great for M&A and for relationship management’. In Miami, Scott Wasserman also ‘does a good job for clients. He is results-oriented and a big-picture thinker’. Carl Roston is also recommended.
At Minnesota-based law firm Faegre & Benson LLP, its reputation in complex middle market deals is spreading beyond its geographic borders, with its private equity and strategic M&A deal load continuing to improve. The firm has ‘top notch expertise and service. All of the attorneys have excellent credentials; they are proactive, knowledgeable and good negotiators. They are also somewhat less expensive than comparable attorneys at other large firms’. 3M was represented in the complex cross-border $230m acquisition of Attenti Holdings, an Israeli-based manufacturer of people-tracking systems. The firm also advised 3M in its $810m acquisition of Arizant Holdings, a medical device company. This was the largest acquisition completed by the firm in 2010 and was one of 3M’s largest acquisitions in recent history. The firm also advised publicly traded software company PLATO Learning in its sale to Thoma Bravo Partners for $143m. Health Grades, a leading independent healthcare ratings organization, was assisted in its $294m sale to private equity firm Vestar Capital Partners. This deal marked one of the most significant public company M&A transactions completed in the Rocky Mountain region in 2010. One private equity highlight included acting for private equity sponsor Norwest Equity Partners in its investment in Gopher Resource, a technologically-advanced secondary lead processor that recycles lead-acid batteries and other lead bearing materials, with a majority of the refined lead being used in automotive and industrial batteries. Other active key clients include General Mills, UnitedHealth Group, Goldner Hawn, PLATO Learning and Target Corporation. Minneapolis-based Bruce Engler is the head of M&A. Also in Minneapolis, Jonathan Nygren was named partner in 2010.
Fielding offices from West Mountain, San Francisco, Seattle and Boise, Fenwick & West LLP has a premier national technology M&A practice. The practice has acted as counsel in connection with some of the largest life sciences industry mergers including Agilent Technologies’ $1.5bn acquisition of Varian, Ocular Sciences’ $1.2bn acquisition by The Cooper Companies, and Connetics’ $930m acquisition by Stiefel Laboratories. The team has also advised in many of the most important strategic mergers of software companies, including: Macromedia’s $3.4bn merger with Adobe Systems; VERITAS’ $3.4bn acquisition of Seagate Software; MySQL’s $1bn acquisition by Sun Microsystems; and Intuit’s $1.35B acquisition of Digital Insight. Douglas Cogen and David Healy lead the group. Cogen’s experience includes more than 65 deals for Cisco Systems. In life sciences deals, he advised in Neoforma’s $210m acquisition by Global Healthcare Exchange. Healy has had primary responsibility for business transactions ranging from $20m to over $3bn. His deals include: Exodus’ $2.1bn acquisition of Global Crossing’s Web hosting business; the sale of Opsware to HP in a $1.6bn cash tender offer; a $2.5bn off-shore joint development and manufacturing agreement for Dell; eBay’s sale of its Skype communications unit in a deal valuing Skype at $2.75bn to an investor group that included Silver Lake and Andreessen Horowitz; and the $875m acquisition by Rational of Pure Atria. Gordon Davidson is a partner in the corporate group and chairman of the firm. Davidson advises high technology companies, including networking, computer software and electronics companies, as well as clean technology and life sciences companies.
Fielding four partners in New York, Freshfields Bruckhaus Deringer LLP has built its US offering to support multinational clients on multi-jurisdictional mandates. The mainstay of the US corporate practice is large-scale New York law-governed M&A deals, usually for non-US clients. Clients find the team to be ‘readily available and to respond quickly when required’. Others appreciate the presence of both English and US-qualified lawyers, ‘whose combined experience means they are excellent at bridging the gap in legal culture between Europe and the US’. Recent work included advising the owners of the Invatec Group in the sale of Invatec to Medtronic for up to $500m; acting for Geely, one of China’s biggest privately owned auto makers, on its landmark acquisition of Volvo Car Corporation and related assets from Ford for $1.8bn; assisting Sportech in connection with its $83m of Scientific Games Racing, the racing and venue management divisions of Scientific Games Corporation; and representing the private equity owners of Cognis, a German producer of food and cosmetics ingredients, in the $3.8bn sale of Cognis to BASF. The practice also has a good track record of successful merger reviews and other antitrust investigations. Matthew Herman heads the US M&A practice. ‘Herman is extremely fast at understanding the parameters of a deal and the mindset and needs of the parties. He is able to implement very practical solutions that help the parties get out of blocking situations, and is also an outstanding negotiator, which is always a key element on M&A deals’. Matthew Jacobson, Julian Pritchard and Timothy Wilkins are also key contacts who regularly draw praise from clients. Pritchard is ‘particularly impressive when subjected to significant provocation from the other side. He remains calm and sticks to our position throughout’.
Jenner & Block LLP has ‘a world-class M&A and corporate practice with deep experience and outstanding client service. The firm’s value-added service builds on understanding the needs of its clients at a deep level and providing timely and insightful advice’. Clients recognize that although the corporate group is not as large as that of many of its peers among major Wall Street firms, ‘it does not aspire to be the biggest. Nonetheless, the corporate practice is second-to-none in terms of quality, experience and client service, and has substantially achieved its longstanding goal of being the equal of its renowned litigation practice’. The growth of the corporate practice in recent years has been led by the recruitment of several lateral partners, who bring significant experience from other law firms and from senior positions at major corporations and the Securities and Exchange Commission. Representative experience includes advising RCN Corporation in connection with its 2010 sale to ABRY Partners for $1.2bn, acting for Guggenheim Partners in connection with the formation of e5 Global Media LLC and the acquisition by e5 Global Media of eight brands from The Nielsen Company, including The Hollywood Reporter. The firm also assisted General Motors Company in the sale of substantially all of its assets to a newly formed entity sponsored by the US Treasury in connection with GM’s voluntary petitions for relief under Chapter 11 of the US Bankruptcy Code. This 2009 transaction was among the largest industrial bankruptcies in US history. Other highlights included representing KPS Capital Partners in its formation of North American Breweries, a national platform for investments and growth in the beer and malt beverage industries, and the first three transactions completed thereunder: the acquisition of Labatt USA from Interbrew International, a subsidiary of Anheuser-Busch InBev; the acquisition of substantially all of the assets of High Falls Brewing Company, one of the largest independent breweries in the United States; and the acquisition of a perpetual license for the Seagram’s Cooler Escapes and Seagram’s Smooth brands from Pernod Ricard USA. The ‘pragmatic and thoughtful’ corporate chair Joseph Gromacki is ‘a consummate professional. He has vast experience in complex M&A matters and is truly dedicated to the needs of the firm’s clients’. Gromacki is also ‘zealous about driving the best outcome possible and is a great leader of the expert teams that he assembles’. Thaddeus Malik and Jill Sheiman left for Paul, Hastings, Janofsky & Walker LLP’s Chicago M&A group.
Linklaters’ US corporate and M&A practice has continued to expand from its successes over the past years in gaining cross-border and domestic corporate mandates. Clients report interaction with ‘a diverse group of very talented and technically proficient lawyers whose rates are competitive with other New York firms. They also demonstrate a willingness to be flexible in their hourly rates’. The practice advised Citibank International on the sale of its consumer credit card business in Italy, Portugal, Norway, Finland, the UK and Sweden, and represented New York Life Insurance on the $425m sale of its Hong Kong and South Korean life insurance operations to Swiss insurer ACE. It also advised Sanofi-Aventis on its acquisition of Merck & Co’s half of joint venture Merial, an animal health company, and the subsequent exercise of its option to purchase Intervet/Schering-Plough, Merck’s animal health business, to create a new animal health joint venture. The practice also assisted National Grid Energy Services, a division of National Grid, in the $30m sale of its US service contract business to Home Service USA, a subsidiary of Homeserve, and acted for United Technologies on its $30m acquisition of Clipper Windpower. Alberto Luzárraga heads the team, which includes the experienced Dan Dufner.
Reed Smith LLP’s M&A practice forms part of a US corporate and securities team which includes more than 170 attorneys resident in New York City, Philadelphia, Pittsburgh, Chicago, San Francisco, Silicon Valley and Los Angeles, as well as in other key offices throughout the US. Recent highlights include representing National Penn Bancshares in a $150m private equity investment by Warburg Pincus in National Penn’s common stock and advising Waterbury Companies, a specialty chemicals maker, in the sale of its North American Operations to Zep, marking the fourth transaction the firm completed for the Waterbury company of families in a period of 18 months. The firm also structured, negotiated and closed on a $17.1m section 363 stalking horse bid made by client Victory Pharma, a portfolio company of private equity fund client, Essex Woodlands, in its acquisition of two marketed pharmaceutical products out of the liquidation bankruptcy of MiddleBrook Pharmaceuticals. The world’s second-largest shipbuilder, Korea’s Daewoo Shipbuilding & Marine Engineering, was assisted in its $49.5m acquisition of wind turbine manufacturer DeWind and its subsidiaries. Mine Safety Appliances was advised in its $280m acquisition of General Monitors, an innovator and developer of advanced flame and gas detection systems. In the large deal space, in a transaction that spanned seven offices, the firm also advised CyberSource Corporation, a provider of electronic payment, risk management, and payment security solutions to online merchants, in its sale to Visa in an all-cash deal valued at approximately $2bn. Philadelphia-based chair of US corporate & securities Paul Jaskot has worked closely with clients in industries such as banking and financial services, health care, life sciences, insurance, media, consumer products, IT, telecommunications, transportation, chemicals and energy. Jaskot advised Talecris Biotherapeutics, a global biotherapeutic and biotechnology company, in the acquisition of 58 plasma collection centers, as well as in several follow-on acquisitions and plasma supply agreements. He also represented Billing Services Group in the sale of its European wireless business to Syniverse Technologies for $290m in cash. Chicago-based vice chair of the US corporate and securities group Seth Hemming has acted as counsel to private equity funds and other investor groups in connection with over 100 mergers, acquisitions and divestitures in sectors such as food, defense contracting, business services, chemicals, building products, branded consumer products, restaurant chains and technology. Hemming represented Waterbury Companies, a specialty chemicals maker, in the sale of its North American Operations to Zep, and advised the stockholders of York Label, a leading producer of pressure-sensitive labels for the consumer, food and pharmaceuticals market, in its sale to Diamond Castle Holdings, a New York buyout fund.
Following its global merger between Sonnenschein Nath & Rosenthal and UK firm Denton Wilde Sapte LLP, SNR Denton’s sector focused M&A practice can boast offices in 18 countries and relationships with investment banks, accounting firms and lenders throughout the world. Washington DC-based Joseph Andrew chairs the business and regulation department, which includes the firm’s corporate, real estate, capital markets, bankruptcy, tax, public policy, energy, insurance regulatory, employee benefits and executive compensation, trusts and estates, and emerging company practice areas. In recent years, Andrew has acted on three Fortune 500 mergers in the health care and insurance areas. ‘Highly regarded’ Chicago partner Michael Froy advised Workhorse Custom Chassis in its acquisition of the P-Chassis Product Line of General Motors, acted for Molex in its acquisition of Cardell Corporation, a manufacturer of precision automotive stamped parts for electrical distribution systems, and assisted the board of directors of Kellwood Company in its defense against a hostile bid by Sun Capital, and its ultimate $560m sale to Sun Capital.
M&A: middle-market (sub-$500m)
Index of tables
M&A: middle-market (sub-$500m)
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1
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2
- Baker Hostetler
- Ballard Spahr LLP
- Blank Rome LLP
- Bryan Cave LLP
- Drinker Biddle & Reath LLP
- Foley Hoag LLP
- Foley & Lardner LLP
- Honigman Miller Schwartz and Cohn LLP
- Kaye Scholer LLP
- Kilpatrick Townsend & Stockton
- Loeb & Loeb LLP
- Perkins Coie LLP
- Squire, Sanders & Dempsey
- Sutherland Asbill & Brennan LLP
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3
- Andrews Kurth LLP
- Dickstein Shapiro
- Fowler White Boggs P.A.
- Hughes Hubbard & Reed LLP
- Kelley Drye & Warren LLP
- Manatt, Phelps & Phillips, LLP
- Munger, Tolles & Olson
- Pillsbury Winthrop Shaw Pittman LLP
- Schiff Hardin LLP
- Schwabe, Williamson & Wyatt
- Sheppard, Mullin, Richter & Hampton LLP
- Stoel Rives LLP
- Sullivan & Worcester LLP
- Vedder Price
- Venable LLP
Leading lawyers
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- Wayne Bradley McKenna Long & Aldridge LLP
- Barry Genkin Blank Rome LLP
- Matthew Knopf Dorsey & Whitney LLP
- Thomas Molner Kramer Levin Naftalis & Frankel LLP
- John Schuster Cahill Gordon & Reindel
- Alan Talkington Orrick, Herrington & Sutcliffe LLP
- Susan Zaunbrecher Dinsmore & Shohl LLP
A ‘cut above the rest’, Cahill Gordon & Reindel is ‘extremely responsive, experienced and knowledgeable, providing a wide range of lawyers in various practice areas to help with various aspects of a project. It provides good value for money through its efficiency, and I am made to feel as if I am its most important client’. The practice represented JPMorgan Asset Management and its global alternative asset manager, Highbridge Capital Management, in its acquisition of a majority stake in Gávea Investimentos, a leading asset management company in Brazil with approximately $6bn in assets under management, and acted as M&A counsel to Broadridge Financial Solutions in connection with the sale of Broadridge’s correspondent clearing business to Penson Worldwide, a provider of technology products and services to the financial services industry. In the upper mid-market space, the group advised Elan Corporation in connection with Johnson & Johnson’s headline $885m equity investment in Elan, and the sale to J&J of Elan’s Alzheimer’s Immunotherapy Program. The team also represented Coca-Cola Enterprises in its approximately $13bn transaction with The Coca Cola Company, in which it sold its North American operations to The Coca Cola Company, split off its European operation into a new public company and acquired the Norway and Sweden bottling operations of The Coca Cola Company. Hill Street Capital, an investment banking boutique firm, was advised in connection with the acquisition of all of its outstanding membership interests by BNP Paribas North America. Kenneth Orce is ‘one of the best and trusted advisors to senior executives and boards of directors for a variety of corporate transactions’. John Schuster is ‘a brilliant, corporate transactions lawyer. Schuster is also very practical and responsive’. Clients also report that the firm ‘lives to serve and that it shows in its attorneys’ business and legal acumen, the response times, the camaraderie and the results achieved’.
Choate, Hall & Stewart is experienced in representing acquirers, targets, financing sources and investment bankers in public and private M&A, both at domestic and international levels. The firm has a strong bench of supporting specialists in corporate, securities, private equity, finance, tax, antitrust, employment, IP, environmental and real estate law. The practice’s range of deals included acting for Airvana’s management in a $535m sale of Airvana Corp to private equity firms led by SAC Capital, advising Zystor Therapeutics in the $115m acquisition by BioMarin Pharmaceutical, and representing Wimba I in the $59.6m acquisition by Blackboard. The firm also advised Riverside Partners in a series of acquisitions and mergers that led to the formation of Alteris Renewables. Healthcare Waste Solutions was assisted in the $245m sale of Healthcare Waste Solutions to Stericycle. Fielding a US-Canada cross-border transactional practice, the team also assisted in the $640m sale of a nursing home operator to a Canadian corporation. Stephen Cohen, William Gelnaw and Robert Jahrling are well-respected attorneys.
Davis Wright Tremaine LLP’s strong industry knowledge extends to a number of fields, including family-owned or other privately held companies, emerging technology companies, telecommunications, energy, health care, medical devices, food and food processing, as well as manufacturing. Work highlights have included advising Semitool in its $364m tender offer and merger with Applied Materials, acting for Rainsweet in negotiating the sale of a frozen onion business unit and developing a strategic alliance with Freeze Pack, and assisting Confirma, the creator of Cadstream, a medical device software system that automates the processing of breast magnetic resonance imaging studies, in its $22m merger with Merge Healthcare. It also represented the owners of Massif Mountain Gear Company in the sale of the company to Golden Gate Capital, and advised Starbucks in the acquisition of Cafe Hawaii Partners and Puerto Rico Coffee Partners. Additionally, the practice was counsel to West Coast Hotels in its sale to Cavanaugh’s, and in the subsequent acquisition of Red Lion Hotels from Hilton. Portland business chair Michael Phillips is recommended; Phillips has acted in cross-border M&A for Canadian and United States entities. In Seattle, business transactions chair Joseph Weinstein is especially focused on transactions involving family or closely held businesses, private equity funds and international businesses. Weinstein has substantial experience in the food-related industries and assists clients with the purchase and sale of such companies.
Dinsmore & Shohl LLP ‘is very responsive to all our requests. It also immerses itself into our business and our target’s business so as to understand the industry we operate in better and to ensure that the transaction meets our goals. The firm also has the breadth of expertise to tackle all the major areas of an acquisition, such as the purchase, ERISA, tax and commercial issues, which helps with teamwork and in streamlining the deal. Finally, the quality of service provided by the firm is equal to the quality received by the major East and West Coast firms but at a very reduced price’. Representative work includes advising Lexmark International in the $280m acquisition of all the issued and outstanding shares of Perceptive Software, a Kansas City-based software company focusing primarily in enterprise content management. This deal was executed by means of a reverse-triangular merger. The team also represented FirstGroup America, a multi-national transportation provider, in a syndicated lease finance equipment acquisition with multiple lending investors in transactions with a total value of approximately $113m, and assisted The Connor Group in the acquisitions of the assets of multiple owners and operators of apartment communities in a four-state region. Other clients include Procter & Gamble, First Group America, General Electric Company, Cincinnati Bell, Halma and The Standard Register Company. In Cincinnati, co-department head Susan Zaunbrecher is ‘a very seasoned dealmaker. She puts forth very executable strategies, ensuring that deals are closed in a very short time frame. Through her expertise, she knows exactly what the major deal issues will be and devises a plan to close these gaps. Her negotiation tactics are extremely effective’. Also in Cincinnati, Brian Judkins ‘is masterful at putting the terms of a deal together, being a subject matter expert in certain areas and pulling the entire acquisition team together to ensure all points are thoroughly considered and implemented. Brian is a tireless worker and can always be counted on to make deadlines. He is also extremely talented, hardworking and very dedicated to his clients and craft’. Co-department head Calvin Buford is another key contact. Michael DiSanto was hired from Reed Smith LLP.
Led by Matthew Knopf, Minneapolis-based law firm Dorsey & Whitney LLP works with clients ranging from well-known multinationals expanding their global brands, to family-owned businesses executing exit strategies. The health care and mining sectors featured heavily on the deal list, highlights including acting as primary outside counsel to ATS Medical in its $370m sale to Medtronic and representing Mountain View Hospital in connection with the sale of a majority interest in the company to Symbion, a large healthcare company headquartered in Nashville, Tennessee. The team also represented Collaborative Care Holdings, a private company based in Minnetonka, Minnesota, in its acquisition of a 49% stake in AppleCare Medical Management, a California-based private management company that creates and maintains networks of medical providers. In the large deal space, the team represented ADC Telecommunications in its pending $1.25bn sale to Tyco Electronics, a Swiss-based global provider of engineered electronic components, network solutions, specialty products and subsea telecommunications systems. Uranium One, a metal and mining company, was assisted with US law matters in the sale of an equity stake interest in excess of 51% to a Russian entity.
Goodwin Procter LLP’s ‘response times are incredibly strong and the service is outstanding, with tremendous depth across a wide range of transaction types’. Fielding offices from Boston, Hong Kong, Los Angeles, New York, San Francisco, Silicon Valley and Washington DC, the practice is especially noted for M&A within a private equity context, with clients praising the lawyers’ ‘market knowledge of current M&A terms and ability to handle the opposition firmly but cooperatively’. Recent highlights include: representing American-Amicable Holdings in its $145m acquisition by IA American Life Insurance Company, a subsidiary of Industrial Alliance Insurance and Financial Services, a Canadian life and health insurance company; advising AIG Investment Corp, the asset management division of AIG, in its sale of PineBridge Investments to Pacific Century Group; and acting for JMI Equity in its acquisition of Compusearch Holdings Company, a leading provider of enterprise software and services. Digital Sky Technologies was assisted in its $187.5m acquisition of the instant messaging company, ICQ, from AOL, and Nimsoft was represented in its $350m acquisition by Computer Associates. Boston-based John LeClaire chairs the private equity group. Seung Baik in the Washington DC office was recently promoted to partner, and Jane Greyf joined in New York as of counsel.
Offering ‘high levels of service’, Kramer Levin Naftalis & Frankel LLP’s corporate department works on a broad range of M&A transactions, with a focus on the middle-market. Clients praise the ‘good value for money but without quality being sacrificed’. The practice recently expanded its private equity practice with the addition of James Moriarty and Russell Pinilis from O’Melveny & Myers LLP, and has been especially active in the financial services, transportation and garment sectors. With participation from the firm’s litigation, financial services, employee benefits, tax, and IP departments, the practice handled a number of complex M&A transactions, with many of its representations either involving clients seeking to capitalize on strategic opportunities or distressed companies. Recent strategic M&A deals include representing RiskMetrics Group in its acquisition by MSCI, advising Genco Shipping & Trading in its acquisition of assets of Bourbon-Setaf, and assisting HiTouchBusiness Services in its acquisition of MyOfficeProducts. In private equity, the practice acted for Alloy, originators of Gossip Girl and The Vampire Diaries, in its acquisition by an investor group led by Zelnick Media. The team also represented Altitude Capital Partners in connection with the sale to RPX Corporation of a large patent portfolio by its portfolio company, Saxon Innovations. On the distressed side, the practice assisted Deloitte in the successful acquisition, as stalking horse, of the North American Public Services business of BearingPoint, and was counsel to the Official Unsecured Creditors Committee in the Chrysler bankruptcy, including M&A transactional work related to this representation. The practice also sees its fair share of mandates in the upper mid-market space. The ‘first-rate corporate transactional lawyer’ Howard Spilko is ‘singled out for his ability to provide top-notch legal advice in many areas but at comparably reasonable rates’. Thomas Molner is also highly regarded.
McKenna Long & Aldridge LLP provides ‘excellent service that goes beyond expectations. It out-thinks and out-performs its opponents consistently, remaining one step ahead at all times and producing remarkable results’. Fielding ‘courteous and competent counsel’, the practice has significant experience in domestic and international transactions involving publicly owned and privately held businesses in a wide variety of industries. It saw an uptick in deals during the last quarter of 2010, with recent work frequently emerging from the UK, as well as Canada. Industry Canada was assisted in connection with the court-supervised sale of a majority interest in General Motors to the US Department of Treasury, in which the Canadian government (along with the government of Ontario) provided a $9.5bn loan to the new General Motors. As part of the transaction, the government of Canada also acquired an equity investment in the new entity. The firm is noted for its strengths in the defense and aerospace sectors, as well as healthcare, biotechnology and energy. Additionally, the corporate department has an active cross-border transactions practice, with particular strength in the financial institutions and payments area. Anchored in Atlanta and Brussels, this team has focused on payment systems transactions for more than twenty years with extensive global experience, including US-trained lawyers who have had multi-year assignments in Europe while with the firm, some of whom are qualified members of the bar in England and Belgium. Other highlights for the firm included representing Just Energy in its acquisition of Hudson Energy Services, the company’s first significant acquisition in the US, and advising the Affiliated Transactions Committee and the independent directors of CCE in the sale of its North American operations to The Coca-Cola Company. The team also represented Capital City Technologies in its sale to Ernst & Young, and was counsel to Elavon Financial Services, a regulated Irish credit institution, in the acquisition of the Diners Club International merchant acquiring business from Citibank affiliates in Belgium, France, Germany, Republic of Ireland, Luxembourg, Netherlands, Switzerland and the UK. The ‘thorough’ corporate department chair Wayne Bradley is ‘responsive, intelligent and pragmatic’. Senior counsel Clay Long is ‘an absolutely great negotiator and strategic thinker.’ Long is also ‘brutally ethical and always available’. David Brown is ‘intellectually thorough, a quick learner and quietly strong’, his ‘follow-up is excellent and his research phenomenal’.
While Orrick, Herrington & Sutcliffe LLP advises on a wide range of transactions, it has established a strong position in mid-market M&A deals, valued at up to $500m. This arises in large part from its significant presence in technology M&A, but the practice is also advising on a growing number of mid-market cross-border M&A transactions from the New York office. The firm has a leading practice in emerging companies, representing more than 800 companies and many of the top venture capital firms in the world, and a Silicon Valley office of more than 100 lawyers. The clean technology and renewable energy M&A practice is encompassed within the emerging companies practice and project finance group. Key matters included the representation of Apple in its acquisition of Siri, a mobile search company with a voice-activated application for the iPhone that functions as a virtual personal assistant, and acting for Italian pharmaceutical company Sigma-Tau and its US affiliate, Sigma-Tau Pharmaceuticals, which specializes in marketing pharmaceutical products treating rare diseases, in its $327m acquisition of the specialty products division of Enzon Pharmaceuticals, a publicly traded company located in New Jersey and Indiana. The firm also advised Recurrent Energy, a developer and operator of distributed solar power projects in North America and Europe, in its negotiation of a merger agreement that related to its up-to $305m acquisition by Sharp Corporation, a company engaged in the manufacture and sale of solar panels and other electronic products worldwide. The New York office led the representation of CoorsTek, a technical ceramics manufacturing company, in its $245m acquisition of Saint-Gobain, a France-based advanced ceramics business. In Menlo Park, team leader Don Keller is a widely respected practitioner.
Cleveland-based Baker Hostetler frequently advises market-leading Fortune 1000 companies and private companies within a wide spectrum of industries in implementing M&A, and counsels growing middle-market companies seeking strategic acquisitions and private companies trying to achieve liquidity through sale or merger. Key matters included advising Gruner + Jahr, Europe’s largest newspaper and magazine publisher, on sale transactions concerning its US magazine business; acting for Developers Diversified in the formation of DDR Macquarie Fund, a joint venture with a newly-formed Australian-based listed property trust; and representing The EW Scripps Company, when taking its broadcasting subsidiary private, in the sale of its cable television business, and in its acquisition of cable networks and online comparison shopping services. Fisher Scientific International was assisted in its acquisitions of Cellomics, McKesson BioServices and Lancaster Laboratories, marking important steps in its strategy to enhance product and service offerings, and Blue Point Capital Partners was advised in its acquisition of CLAD Metals Division from Texas Instruments. In the large deal space, the practice was counsel to Wendy’s in its $2.3bn merger with Triarc. New York-based Steven Goldberg co-chairs the transactions practice team. In Cleveland, Ronald Stepanovic also co-chairs the national M&A team and heads the private equity practice. Stepanovic has particular experience in the acquisition and disposition of middle-market manufacturing companies, and regularly represents equity funds in highly leveraged management-led buyout acquisitions, add-on acquisitions and dispositions and recapitalizations of portfolio companies.
Fielding ‘service-oriented and easy to work with lawyers’, Ballard Spahr LLP’s ‘overall level of service is excellent and its billing rates are competitive. The lawyers are dedicated and smart, and their experience matches up well with other firms’. The practice serves as primary outside securities counsel to Osiris Therapeutics, a leader in the development of adult stem cell therapeutics. In 2009 and 2010, the team represented Osiris in numerous day-to-day corporate matters, including advising in connection with its reincorporation from Delaware to Maryland. The team also represented Medegen Holdings in connection with the $225m sale of its subsidiary Medegen to CareFusion Solutions, a publicly traded company based in California. Other highlights included representing long-time firm client PMA Capital, a holding company whose operating subsidiaries provide insurance and fee-based services, in its $365m sale to Chicago-based Old Republic International Corporation, one of the nation’s 50 largest publicly owned insurance organizations, whose subsidiaries market, underwrite, and provide risk management services to a wide variety of coverages in the property and liability, mortgage guaranty, and title insurance fields. The group was retained to serve as Nevada counsel for Arena Resources in its proposed $1.5bn merger with a subsidiary of SandRidge Energy, the transaction essentially a merger of equals in which the stockholders of Arena Resources would own 45% of SandRidge Energy and would receive additional cash per share. Phoenix-based M&A and private equity partner-in-charge Karen McConnell is a key contact. ‘Trusted advisor’ McConnell ‘is as reliable as they get’.
Blank Rome LLP’s M&A attorneys are extremely active in the purchase, sale, and combination of a variety of business entities, both publicly and privately owned. The practice represented Sunoco in the $25m acquisition of 25 convenience store sites in the state of New York from Lehigh Gas, and advised StoneMor Partners, the second largest publicly traded cemetery company in the US, in a $1.9m acquisition of Forest Lawn Gardens, which owns and operates Forest Lawn Cemetery in McMurray, Pennsylvania. It also assisted a footwear and apparel manufacturer in a transaction involving the purchase of a leading brand of apparel and home goods for men, women, and children, the purchase price comprising $40m in cash, over four million shares of restricted stock, and an assumption of approximately $11m in debt. Other representative matters included advising a joint venture in connection with the merger of a publicly traded real estate investment trust, the plus-$1bn deal involving more than 35 shopping centers in several states. The team also assisted an independent oil refiner and marketer in the $181m acquisition of 112 convenience stores/service stations and approximately 230 supply sites in Delaware, Maryland, Virginia and the District of Columbia from the third largest integrated oil and gas company in the US. Overall, the firm has helped the oil refiner close the acquisition of 469 service station sites in 11 states, and 701 supply sites in 19 states. A publicly traded owner and operator of cemeteries was represented in the approximately $12.9m acquisition of 21 cemeteries and six funeral homes from a funeral services company, and a financial services software and technology provider was assisted in the acquisition of a provider of economic capital management software. Philadelphia-based partner Alan Zeiger acted for a late-stage venture-capital fund in connection with its investment in a health information technology company. Also in Philadelphia, the ‘deeply experienced’ Barry Genkin heads the business department.
Bryan Cave LLP is experienced in assembling multi-disciplinary teams which can be required for the successful completion of a transaction, and regularly calls upon other firm attorneys for assistance in areas such as financing, tax, human resources, IP, environmental and other regulatory matters. St Louis-based William Seabaugh leads the global transactions practice. Seabaugh’s representative deal roster includes advising Ralcorp in its $1.2bn acquisition of American Italian Pasta, acting for Emerson Electric and Monsanto in multiple acquisitions and divestitures, and assisting five privately held businesses in separate sale transactions to private equity buyers for an aggregate consideration in excess of $700m. Also in St Louis, deputy leader Steven Baumer has acted for Monsanto Company in connection with various strategic investments, and represented Anheuser-Busch Companies in connection with cross-border investment activities. Baumer has experience in a number of different industries, including agriculture, aviation, manufacturing, technology, solar energy, banking, life sciences, telecommunications, private equity and consumer goods. New York-based deputy leader Jay Dorman was counsel on the $600m sale of Barnes & Noble College Booksellers to Barnes & Noble, and assisted in the $700m acquisition by GameStop of French retailer Micromania.
Drinker Biddle & Reath LLP’s ‘response times are superb. It does not care about five o’clock on a Friday, as it does whatever it takes to get the job done. It compares extremely well with the large national firms and with regards to industry knowledge, the practice is able to utilize other specialized lawyers within the firm’. Clients also ‘believe that we receive value for our money’. The firm principally focuses on the representation of mid-size companies. It recently represented Cott Beverage in the $500m acquisition of the largest private manufacturer of juice and related products in North America, making Cott one of the world’s largest manufacturers of carbonated beverages. The team also represented US Development Group, a provider of ethanol terminaling services, in the $195m sale of its ethanol handling and servicing business to Kinder Morgan Energy Partners, and assisted Vertex, a provider of corporate tax solutions, software, and consulting services, in its $2.5m investment in the Series B Offering of Avalara, a provider of sales tax and compliance-software solutions and services. Other matters involved the representation of GeneSeek, the leading commercial agricultural genetics laboratory in the US, in the $21m sale of all of its outstanding shares to Neogen Corporation, a developer, manufacturer and marketer of products dedicated to food and animal safety. Logan Circle Partners, an investment advisor, was represented in its $17m sale to Fortress Investment Group. Chicago-based Kevin Freeman is ‘exceptional as he looks at the issues as a businessperson. He doesn’t over-lawyer and this is critical when trying to run a business. Freeman is also very bright and straightforward. He always gets it done!’ In Philadelphia, Stephen Burdumy is praised for his ‘overall knowledge of contracts and business’. Additionally, Burdumy is ‘an excellent advocate for his clients’. Also in Philadelphia, contracts expert Samuel Mason is rated for his ‘deep experience’. Corporate and securities chair Robert Juelke and Princeton-based John Stoddard are both widely praised. Juelke and Stoddard will ‘personally commit to a transaction rather than letting the work be carried out by senior associates. They are also brilliant attorneys, as well as being exceedingly practical. They know how to focus on the most important issues in order to get the job done’. David Denious joined as a partner in the corporate and securities practice group in Philadelphia from Dechert LLP.
Foley Hoag LLP, based in Boston and Washington DC, advised CACI International in its negotiation of an agreement to purchase American Management System Incorporated’s Defense and Intelligence Group for $415m. Another highlight was assisting Campbell Bewley, the US holding company of Campbell Bewley and 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. Boston-based co-managing partner William Kolb heads the M&A team. Kolb acted in the sale of Allaire to Macromedia, advised in connection with the purchase by PRI Automation of Promis Systems, represented the special committee of the board in the sale of Concerto Software to Melita, and was counsel in relation to the purchase by LSI Logic of IntraServer Technology. Also in Boston, Robert Birnbaum represents a number of public and private companies, with an emphasis on technology-based businesses, investment advisers and investment funds.
Because of its Midwestern roots, ‘value for money’ Foley & Lardner LLP has significant experience in mid-market deals, but it also stands out because of its coast-to-coast presence. ‘As a result, it can provide a complete team of professionals who can assist with all aspects of a corporate deal, both public and private’. Other clients report that ‘response times are good and if there are issues they are proactively addressed. It also has good attorneys who understand the utility and non-regulated energy marketing and generation businesses’. Clients are ‘particularly pleased with the associates who carry out great chunks of the work’. Recently the firm was especially active in the medical devices/healthcare sectors as well as infrastructure. The practice represented privately held Kayem Foods in the acquisition of several product lines from Tyson Foods, and advised ASA International in a going-private transaction. The team assisted First Capital, a Florida-based commercial finance company, in connection with a $139m common stock investment by HIG Capital, a private equity firm, which doubles First Capital’s common equity base, and advised Rangers Baseball Express (the Greenberg-Ryan investment group) in its ongoing acquisition of the Texas Rangers and related interests in the Rangers Ballpark in Arlington and certain real estate surrounding the ballpark. Quad/Graphics was assisted in the acquisition of World Color Press and as a result of the deal, Quad/Graphics became a publicly traded company listed on the NYSE. Washington DC-based vice chair David Sanders is a widely respected lawyer. In Boston, the ‘excellent and intuitive strategist’ Paul Broude ‘has ‘superior business acumen and is very responsive’, while Milwaukee-based Patrick Quick is ‘accessible, responsive and smart’. In Jacksonville, Gardner Davis is ‘excellent for acquisitions’. Also in Milwaukee, Jay Rothman chairs the transactional and securities group and Bryan Schultz ‘possesses excellent drafting skills’. Schultz’s work focuses on acquisition and divestiture transactions, joint ventures, strategic alliances, commercial transactions and general corporate matters. ‘Deal guy’ John Klusaritz joined the Washington DC office from Bingham McCutchen LLP as partner. Klusaritz is particularly experienced in telecoms and energy matters, and ‘has excellent private equity contacts at national levels’.
Headquartered in Detroit, Honigman Miller Schwartz and Cohn LLP also has offices in Lansing, Oakland County, Ann Arbor and Kalamazoo, Michigan. The firm is noted for its role as legal advisor to banks and thrifts in transactions. Corporate and securities chair Donald Kunz has particular expertise in the representation of publicly traded corporations, his representative clients including Handleman Company, Taubman Centers, and Ramco-Gershenson Properties Trust, as well as privately held businesses, real estate investment trusts, and technology companies.
Fielding a 12-partner M&A team, Kaye Scholer LLP is especially strong in pharmaceuticals, defense and private equity matters. Recently the team represented long-time client JW Childs Associates, BAML Capital Partners and Advantage Sales & Marketing in connection with the proposed sale of Advantage Sales & Marketing to Apax Partners, advised American Securities in its significant investment in Advanced Drainage Systems, a leading manufacturer of corrugated high-density polyethylene pipe, and acted for Arlington Capital Partners in its investment in Compusearch Systems, a provider of enterprise software and services that automate mandated business rules for public sector organizations with authority to spend, grant, or move funds. The team also represented The InterFlex Group, an international flexible packaging company, in its acquisition of C&H Packaging Company. Stephen Koval, Emanuel Cherney and Joel Greenberg are respected practitioners. Co-corporate and finance chair Adam Golden also heads the life sciences transactions practice.
The ‘excellent’ Kilpatrick Townsend & Stockton is a ‘highly responsive and innovative law firm’. In Atlanta, ‘business-oriented and objective’ Ben Barkley represented EyeWonder in its merger with Limelight Networks, a publicly traded content delivery network provider, the acquisition value being approximately $110m plus earnout. Appreciated for his ‘fantastic negotiation skills’, Gregory Cinnamon represented AGL Resources in the $71.5m disposition of its dark-fiber telecommunications business to Colorado-based Zayo Group, a private equity-backed company. The firm also represented American Tower International in its purchase and leaseback of 140 cell phone towers from VTR Globalcom, a Chilean subsidiary of Liberty Global. The transaction was the first signed deal using the lease of infrastructure model in the Chilean wireless sector. Oldcastle Materials, a vertically integrated supplier of aggregates, asphalt, ready-mixed concrete and paving services, was represented in nine completed acquisitions between October 2009 and July 2010, valued at approximately $275m. Practice leader Rich Cicchillo in Atlanta ‘is fantastic. He provides incredible response times and understands clients’ business’.
Loeb & Loeb LLP runs offices from Los Angeles, New York, Chicago, Nashville, Washington DC, as well as a representative office in Beijing. New York-based Andrew Ross and Mitchell Nussbaum lead a team described as ‘first rate, smart, experienced, creative, responsive, and having exactly the right mix of toughness and flexibility’. Clients also find the firm’s rates to be ‘good value for money, and can be creatively structured to drive efficiency gains for the client’. The M&A team handles the full range of M&A activities for public and private companies, from very large to small transactions. With a new presence in Beijing, which draws upon the larger firm’s multidisciplinary strengths, the practice is now well situated to advise US and multinational clients in complex, cross-border transactions in China and Asia, as well as providing side-by-side, on-the-ground service to Chinese clients on their acquisitions in the US. Recently, the firm represented the shareholders of privately held Hong Kong Mandefu Holding (CME) in a business combination with TM Entertainment and Media, a special purpose acquisition corporation. CME is China’s largest television advertising operator on intercity express buses. China Holdings Acquisition was assisted in its purchase of Jinjiang Hengda Ceramics and related re-domestication merger with its wholly owned subsidiary to form China Ceramics. The practice also counseled Spring Creek Acquisition in its $68m acquisition of AutoChina Group, and represented BBV Vietnam SEA Acquisition Corp in a $69m SPAC acquisition by Migami to form Pharmanite Holdings. In other M&A matters, it acted for the Welspun family of companies in the acquisition of certain assets of KOJO Worldwide, involved in designing and manufacturing soft goods for the hospitality industry. Another significant transaction was the representation of Bank of New York in its $2.31bn acquisition of PNC’s Global Investment Servicing business, a provider of custody, fund accounting, transfer agency and outsourcing solutions for asset managers and financial advisors. As part of the firm’s cross-collaboration strength, it provided transactional representation, as entertainment counsel, in the following matters: representing ARC Music Corporation in its sale to Fuji Media Holdings subsidiary Fuji Entertainment America for an undisclosed amount, and advising Saban Capital Group in the sale of its music catalogs. New York managing partner and chair David Schaefer is one client’s ‘highest recommendation for mid-market M&A’.
With nearly 100 M&A attorneys working from 17 offices across the US and in China, Perkins Coie LLP represents public and private companies in a full range of domestic and cross-border transactions, including strategic acquisitions and divestitures, joint ventures, leveraged buyouts and going-private transactions. The practice is especially noted for its advice to the media, energy and telecommunication industries, and advises emerging growth companies in their exit sales to strategic buyers. Representative experience includes acting on the sale of TicketsNow, the world’s largest online inventory of secondary market tickets, to Ticketmaster for approximately $300m, and serving as corporate counsel to TechCrunch, a leading online technology media property, in its acquisition by AOL. Seattle-based Stewart Landefeld, who chairs the firm’s business practice, is ‘one smart attorney’.
Squire, Sanders & Dempsey’s recently completed combination with Hammonds LLP is expected to enhance the firm’s capability in complex cross-border transactions. The practice has a large and diverse client base and advises listed companies, privately owned companies, management, entrepreneurs, private equity houses and institutions on national and cross-border M&A (including takeovers) and disposals. The firm’s experience includes representing a global provider of outsourced data processing services in its $50m acquisition of a software development house and serving as counsel to the acquirer, a US-based producer of specialty materials for industry, in the $130m acquisition of a polymer modifiers business with plants in New Jersey, Wales and Belgium. The team also acted for a publicly traded, Japan-based global printing and printing products company, in its $650m acquisition of the stock of one of the leading worldwide producers of photo masks that are used in the manufacture of semiconductors. In Cleveland, Dynda Thomas is the deputy practice leader of the corporate transactions, finance and governance practice group. Thomas’ representative experience includes assisting multiple prospective purchasers in various auction bid processes for manufacturers, electric generation facilities and industrial companies, advising on the $265m purchase of a 500 MW power gas-fired, electric generating plant in Texas, and serving as counsel to an aerospace infrastructure manufacturer in the $163m auction purchase of an optical systems business unit, including engineering, IP and government contracts.
Co-led by Eric Fenichel in Atlanta and Washington DC-based Cynthia Krus, financial services industry-focused Sutherland Asbill & Brennan LLP has a particularly strong record in the acquisition of publicly held companies, where it has represented buyers, sellers and special committees of independent directors, and is especially recommended for business development and life insurance-related M&A deals. It has also acted in financial restructurings that have involved asset spin-offs to stockholders, recapitalizations, stock-for-debt swaps and debt-for-debt swaps. The practice represented Allied Capital Corporation in its $850m acquisition by Ares Capital Corporation, marking the largest merger ever in the business development company industry. The team also served as lead outside counsel to First Data Corporation in the formation of Bank of America Merchant Services, a multibillion-dollar joint venture between First Data and Bank of America, which became the largest US processor of credit card transactions for merchants. Spectrum Brands was advised in its merger with Russell Hobbs to form a new global consumer products company with an estimated $3bn in annual revenue, the new company’s home appliance business unit featuring, in addition to Russell Hobbs, a variety of well-known consumer brands, including George Foreman, Black & Decker and Toastmaster. Patriot Capital Funding was assisted in connection with its merger with Prospect Capital Corporation. Clients praise the firm’s ‘overall very good service and its industry knowledge that exceeds expectations’.
With US offices run from Austin, Houston, Dallas, Washington DC and The Woodlands, Andrews Kurth LLP’s lawyers handle deals of all sizes, ranging from less than $1m to more than $15bn, and encompassing all major methods of buying and selling companies and assets, such as negotiated stock purchases, cash transactions, tender offers, going private and management buyout transactions, exchange offers, auctions, spinoffs, restructurings and divestitures. The practice has a pre-eminent reputation for handling asset purchases and sales for businesses that explore, develop, produce, store, market, transport and process energy resources. It advises on the ownership transfer of highly specialized assets, including producing properties, pipelines, power plants and cogeneration facilities, in the US and other countries. The firm also has significant M&A experience in the finance, manufacturing, technology, hospitality and real estate sectors. Houston-based David Buck recently represented the acquirer in an $8bn merger with Enterprise GP Holdings. Buck is particularly experienced in domestic and international energy, maritime transportation, aviation and the death care industries. Also in Houston, Michael O’Leary is co-chair of the corporate and securities practice. O’Leary was counsel to Hilcorp Energy in connection with an Eagle Ford joint venture with KKR and affiliated funds, and advised BJ Services Company in connection with its merger with Baker-Hughes.
Dickstein Shapiro’s M&A practice excels at handling middle-market deals involving corporations from Fortune 50s to startups. Clients ‘receive tremendous service. It is a valued and trusted partner and there are many instances where we are asking for very fast turn-around times on documents in order to meet the timing of an acquisition process. The firm has the talent and depth of experience to meet these very fast time frames’. The firm serves clients in the energy, post-secondary education, government contracts, technology, real estate, insurance, broadcast, and manufacturing industries, both in the US and abroad. In late 2010, the group expanded its national M&A and private equity practices with the arrival of five partners and seven associates. Working both from New York City and the firm’s newly launched Stamford, Connecticut office, the group includes Christopher Cerrito, Martin Clarke, John Flaherty, Thomas Freed, and Evan Seideman from Edwards Angell Palmer & Dodge LLP. Recent deals include acting for Harbour Group Investments IV in negotiating the $1bn sale of Lincoln Holdings Enterprises, a leading lubricating systems company, by Harbour Group Investments IV. The same client was assisted in its $140m acquisition of Fleetgistics Holdings, which operates a number of specialized same day logistics services businesses, primarily serving the eastern half of the US. Gladstone Investment was represented in several acquisitions and sales this year, including the sale of its stake in A Stucki Corporation and its investment in Venyu Solutions. Other clients include Branch Banking and Trust Company, CPV Renewable Energy, Federated Funds, Greenfield Industries, Liberty National Gas, National Consumer Cooperative Bank, Poseidon Water, Silver Point Capital and Tyson Foods. Washington DC-based Kenneth Morrow is ‘extremely talented at structuring and understanding complex transactions. He does not dig in on issues and continually works to find solutions that facilitate the deal but protect our interests’. Also in Washington DC, Howard Jatlow is ‘an excellent attorney who gives great counsel and significant value for services rendered’. Emanuel Faust is also recommended.
Clients like the face that the ‘very responsive and knowledgeable’ firm Fowler White Boggs P.A. is ‘conveniently located in major cities throughout the state of Florida’. The firm expanded its corporate M&A practice in the past year through lateral hires, such as Jason Campbell and ‘extraordinary’ corporate practice co-head Daniel Nunn Jr in Jacksonville joining from McGuireWoods LLP, who is ‘extremely intelligent and able to assess a situation in a thorough but practical manner. I would recommend Nunn for any M&A activity’. In addition, Arnold Zipper joined the Fort Lauderdale office as a shareholder from
Hughes Hubbard & Reed LLP’s M&A attorneys assist clients in structuring, negotiating and implementing M&A transactions in the US and abroad. The practice’s work involves both hostile and friendly transactions and includes the representation of public and private companies, acquirers, targets, boards of directors, independent director committees, management buyout groups, subordinated lenders and equity participants. Especially known for media and publishing industry-related deals, the practice’s experience in fact covers a broad range of industries including industrial companies, media companies, pharmaceutical companies, airlines, utilities, apparel and other consumer products companies, financial services entities and accounting firms. Highlights included representing entertainment and telecommunications company Cablevision Systems in its acquisition of Newsday, one of the nation’s largest daily newspapers, serving Long Island and New York City, from the Tribune through to the formation of a partnership. The team also represented Rockwood Holdings in the acquisition of the global color pigments business of Elementis, and Viacom was assisted in its acquisition of Babunga.com, a network of parenting sites aimed at mothers-to-be. In New York, Candace Beinecke and James Modlin remain widely respected key figures. New York-based co-corporate chair Kenneth Lefkowitz is recommended.
Kelley Drye & Warren LLP’s corporate and M&A team is backed by a strong finance practice, spanning all aspects of bank finance and capital market transactions. Recently, the firm has been especially focused on assisting clients with the restructuring of capital structures. Additionally, it has provided assistance to a number of financial institutions in restructuring troubled loans and asset holdings. Key industry sectors for the team include IT & outsourcing, financial, healthcare, restructuring and real estate. Timothy Lavender has represented both privately and publicly held clients in all types of M&A work, both asset and stock, as well as liquidations in all industries. Thomas Ferguson’s M&A experience ranges from small asset deals to multimillion-dollar transactions, including providing strategic counsel and conducting primary negotiations. Ferguson is also noted for traditional private equity and buy-out transactions. He advised a group of high-net-worth investors in connection with a multimillion-dollar investment in a medical device company, and assisted a domestic and long distance telecom service company in connection with the sale of a majority ownership percentage of the company. Andrew Pillsbury acted for a management group in management-led buyout of a division of a publicly traded parent company.
For complex M&A transactions, Manatt, Phelps & Phillips, LLP regularly draws upon the experience of attorneys in many other practice areas, including antitrust, environmental, IP, labour, tax, executive compensation and employee benefits. The practice represented the audit committee of the board of directors of Sucampo Pharmaceuticals in its $80m acquisition of Sucampo, a Swiss-based patent-holding company and its wholly owned subsidiary, Sucampo AG Japan, a patent maintenance company, from the cofounders and majority shareholders of Sucampo Pharmaceuticals. It also advised Cerberus Capital Management in its $875m purchase of Caritas Christi Health System, one of New England’s largest non-profit hospital systems. BMG Rights Management was assisted in its acquisition of Chrysalis, a leading independent music publisher, and its 100,000-song catalog, which includes songs by David Bowie, Michael Jackson, Cee Lo Green, Sheryl Crow, and Blondie. Both peers and clients recommend Los Angeles and New York-based M&A chair David Grinberg.
Munger, Tolles & Olson has delivered results in transactional matters for many years, including creating the first-ever security with negative interest for Berkshire Hathaway, taking Oaktree Capital public in a first-ever transaction, structuring the charitable gift of Warren Buffett to the Bill & Melinda Gates Foundation, advising Yahoo! on corporate governance issues in the midst of public scrutiny, and advising Universal Music Group on its combination with BMG Music Publishing. Recently, the firm represented Berkshire Hathaway in its acquisition of Burlington Northern Santa Fe Corporation for cash and stock, the deal being the largest acquisition in Berkshire Hathaway history. The Yucaipa Companies and Americold Realty Trust were assisted in the $2bn restructuring of Hf Eimskipafelag Islands and related acquisition by Yucaipa of a 49% stake in Canada’s Versacold International Corporation. The firm also advised Hugh Hefner in his recent bid to take the iconic brand, Playboy Enterprises, private. Other active clients include KB Home, Edison International and Wasserman Media Group. Robert Knauss in Los Angeles leads the team. Also in Los Angeles, Brett Rodda is a key contact. Clients praise the team’s ‘timely responses, professional skills and appropriate advice of all team members’.
Pillsbury Winthrop Shaw Pittman LLP has market-leading strengths in the energy, financial services, real estate and technology sectors. Clients find the practice ‘outstanding in every regard. It is attentive without running up the bills, it has good bench strength in the relevant subject areas, and avoids hand wringing and ambiguous advice whenever possible’. For some clients, both Los Angeles and Silicon Valley-based partner Jorge del Calvo and Allison Leopold Tilley ‘exemplify all of the above’. The firm recently represented Axiom Microdevices in its acquisition by Skyworks Solutions, acted for Opexa Therapeutics in the $50m sale of its Stem Cell program to Novartis, and represented Atheros Communications in its $244m purchase of Intellion Corporation. The practice also assisted Clearwater Paper Corporation in its $502m acquisition of Cellu Tissue. In Washington DC, Robert Robbins ‘is one of the smartest attorneys I have ever dealt with. He has excellent business judgment and is always available. Robbins is an extension of our team and is always looking for ways to get deals done’. Silicon Valley counsel Noelle Matteson is ‘an outstanding contributor in the M&A context’. San Francisco-based partner Nathaniel Cartmell III is the firm-wide section leader.
Schiff Hardin LLP advises US and multinational businesses in structuring, negotiating and completing domestic and international M&A, and divestitures. The transactions vary in size and scope, ranging from small private acquisitions to multibillion-dollar business combinations. Recent mandates include representing Kraft Foods in its acquisition of General Mills’ breadcrumb manufacturing facility and business located in Federalsburg, Maryland. The team also represented Iron Data, a developer and manager of proprietary data processing systems on behalf of governmental and commercial clients, in its acquisition of Versa Systems of Toronto. In Chicago, Stephen Dragich led teams representing Emaar, a Dubai-based developer and one of the world’s largest real estate companies, in closing its first US acquisition, and acting for Laidlaw, a Canadian-based transportation company in its purchases of ambulance, school bus, and passenger bus companies. Dragich also represented World’s Finest Chocolate, a Chicago-based candy company, in the purchase of a leading business in a segment of the industry. Also Chicago-based Robert Minkus advised NiSource in its acquisition of Columbia Energy Group and the subsequent dispositions of several non-core businesses.
Leading Pacific Northwest law firm Schwabe, Williamson & Wyatt regularly advises publicly-traded corporations, closely held and family-owned businesses, private equity firms, investment bankers, and other participants in the full spectrum of M&A transactions. Portland shareholder Carmen Calzacorta is the general business group practice leader and co-practice group leader of the corporate finance and securities group. Calzacorta serves as outside corporate counsel to public and private companies, including Columbia Forest Products and Evraz Oregon Steel Mills. Kevin Brannon is noted for his M&A advice and strategic transactional experience for mid-market and growing companies.
Sheppard, Mullin, Richter & Hampton LLP’s ‘level of service is exceptional, it is very responsive and in many circumstances anticipates clients’ needs before they develop. The M&A team is very strong and the advice and direction received is both knowledgeable and practical’. The firm recently welcomed Jon Atzen to the Los Angeles/Downtown office from DLA Piper. Atzen advises leading entrepreneurs and innovators, as well as emerging and established companies, primarily in the southern California region in technology sectors such as life sciences, semiconductors, wireless communications, internet, software and alternative energy technologies. Highlights included representing Banijay Entertainment in connection with its acquisition of Bunim-Murray Productions, advising Carolina Precision Plastics in its acquisition of ATP Health & Beauty Care, a privately-held company, in a cash-for-assets transaction, and assisting Fidelity National Financial in the sale of Fidelity National Capital to Winthrop Resources Corporation, a subsidiary of TCF Financial Corporation. The practice also represented Kapp Insurance in its sale to Ascension Insurance, a national insurance broker and advised Mars Air Systems and its equity holders in the management buyout of the assets of Mars Sales Company in a cash-for-assets transaction. Larry Braun, David Sands and practice group co-chair Jon Newby in Los Angeles, Tom Hopkins in Santa Barbara and Washington DC-based Luca Salvi are all recommended. Overall, clients report that the firm’s attorneys ‘each have an understanding of clients’ needs and know their business. We have never felt, as we do with some other law firms, that they are working us for bills’.
Stoel Rives LLP has an extensive practice in the acquisition, sale, reorganization and restructuring of corporations, partnerships and other business entities, with attorneys working out of 11 offices in seven states. Representative clients include financial institutions, public and private utilities, energy and renewable energy companies, developers, manufacturers, retailers, hospitals, universities, agribusinesses, software companies, food and beverage companies, charitable foundations, telecommunications and forestry companies. In energy deals, the team represented affiliates of AEGON in connection with an equity investment in Invenergy Wind Finance Company, a portfolio holding company that indirectly owns and constructs wind-powered generation facilities. Altra was assisted in the purchase of a Greenfield fuel ethanol production plant in Coshocton, Ohio, from the original developer, including the purchase and sale agreement and related due diligence. Portland-based Ruth Beyer has considerable experience in financial sector-related M&A. Beyer also represented the purchaser in the acquisition of a materials business headquartered in Scotland, and advised the purchaser in the acquisition of a family-owned manufacturing business located in New Jersey.
‘Excellent on all accounts’, Sullivan & Worcester LLP is ‘more flexible and price- efficient than some of the larger firms’. The corporate department consists of approximately 50 attorneys in Massachusetts and New York, with almost 30 of these attorneys spending significant time on M&A matters. A number of the attorneys also focus on securities and corporate finance. The firm has an active practice representing angel and venture-backed technology companies. Recently, the practice has been active in strategic M&A, often emanating from the UK within the $5-$250m spot. The practice manages a substantial amount of legal work for Israeli companies and US companies with Israeli interests. Highlights included representing Iron Mountain, an information management services company, in a $112m acquisition of Mimosa Systems, a specialist in enterprise-class content archiving solutions, the transaction involving a multidisciplinary team of lawyers from the M&A, tax, benefits and employment groups. American Tower Corporation was assisted in the acquisition of over 70 wireless communications towers and related assets. Boston-based head of department Susan Barnard is frequently praised. Also in Boston, the ‘efficient’ Carol Wolff is ‘insightful and experienced, as well as being an excellent negotiator’.
For some clients, Vedder Price’s ‘overall level of service is the best in class. It continually impresses with its ability to assist clients in securing transactions on favorable terms in a practical and efficient manner, but without over-lawyering the process’. Other clients report that the attorneys ‘combine a strong understanding of the market with abundant legal acumen and broad expertise. Whether the issue of the day is negotiating strategy, tax planning, document preparation or any of the other areas of practice needed to close the sale of a business, an experienced and resourceful firm attorney is available and involved. Attorneys are extremely responsive, their counsel is invariably sound, and fees are reasonable’. The practice is known for M&A and private equity transactions for public and private companies, particularly in regulated industries such as financial institutions, health care, construction, gaming, aerospace and investment services. Recent deals have covered both the strategic and distressed side of M&A. Representative work included advising Trausch Industries and The Edgewater Funds in the sale of Trausch Industries to Anthony International, assisting Chicago Growth Partners in the acquisition of Reliance Communications, and acting for Allscripts in various matters relating to the merger with Eclipsys, the buyback of Misys stock and other related corporate matters. In Chicago, chair of the firm’s finance and transactions practice group, Michael Nemeroff is recommended. Also in Chicago, the ‘fast and thorough’ Jack Obiala ‘gives clients a competitive advantage in negotiations’. William Bettman ‘has exceptional skills and is a very good negotiator. He is able to convince opposing counsel to make critical changes to a contract without resorting to confrontational tactics’. Guy Snyder is ‘smart, seasoned and hard working. His levelheaded and professional demeanor contributes a great deal to the tenor and progress of negotiations, his advice both well grounded in the law and creative. Snyder also delegates well, while maintaining a firm grasp on the details of the transaction. His insights and energy are critical to closing a transaction’. Associate David Borkon, now located in the New York office, is strongly commended for ‘his tremendous contribution.’ Chicago-based shareholder Lane Moyer also ‘does an excellent job’.
Venable LLP offers ‘flawless execution of its responsibilities and meticulous attention to detail’. Clients particularly appreciate ‘the formula that allows for lean staffing, without having to sacrifice responsiveness and quality of work. This makes the team of great value to us, while the work is practical and pragmatic’. Recent highlights include representing Redwood Capital in its $365m purchase of Erickson Retirement Communities, which owned and managed 20 continuing care retirement communities in various stages of development around the country. The practice also advised Zachry Hastings Infrastructure Partners in its $311m purchase of a 55% stake in a Houston-area liquefied natural gas terminal, operated by Freeport LNG Development, represented Segovia, a company providing mixed satellite and terrestrial networks and services to the US military and government agencies, in its $110m sale to Inmarsat, a UK-based company, and advised Harding Security Associates in its sale to Six3 Systems. In large deals, the firm served as Maryland corporate counsel to the Stanley Works in its $4.5bn acquisition of Black & Decker and has been instructed in sophisticated distressed M&A deals. Baltimore and Washington DC-based Charles Morton co-chairs the business transactions practice, and Thomas Washburne focuses on technology providers in the defense and intelligence community, banks and financial institutions and biotechnology, as well as software companies. Michael Baader is the partner-in-charge of the Baltimore office. Baader’s practice has a focus on representing technology and growth oriented companies. Tysons Corner partner Joseph Schmelter is ‘singled out as one of the best M&A lawyers in the industry. He is practical, efficient, attentive and responsive, and has a fantastic demeanor on both friendly and sometimes caustic deals. Schmelter has a commanding presence in the deal room, but never has to take unnecessarily aggressive tactics to get the respect of everyone in the room. In other words, he wins without ever yelling, which seems to be rare in the M&A world’.
For some clients, Arent Fox LLP’s ‘level of business acumen and industry knowledge is second to none, and this has made it a go-to firm. The quality of the advice takes into account practical limitations and is always delivered in a user-friendly format that allows me to share it with my management team with the confidence that it will be exactly what we were looking for when we sought the advice. This is very high praise, but it is well-deserved.’ The practice has built a large and comprehensive corporate practice in the Washington DC area, with a client base that ranges from mid-market private businesses to Fortune 500 companies. The team is well versed in transactions with regional, national and international scope. In addition, the firm has developed a strong reputation in several industry sectors including technology, manufacturing, sports and entertainment, leisure and hospitality, healthcare and government contracts. Recent highlights include representing RLJ on the sale of a controlling stake in the Charlotte Bobcats NBA basketball team to Michael Jordan’s company, MJ Basketball Holdings, a deal that valued the Bobcats at $275m. The practice also acted for Globe on its $52m cash acquisition of Core Metals Group, one of North America’s largest producers and marketers of high-purity ferrosilicon and other specialty steel ingredients, and advised WSI on its approximately $55m acquisition of Champions of the West, a facilities management and base operations support company providing services to the US Government. Washington DC-based Jay Halpern heads the corporate practice. Also in Washington DC, Jeffrey Jordan, Richard Gale and Carter Strong are recommended. Clients find the firm to be ‘prompt and thorough on all matters it deals with’, singling out Gale as performing ‘an outstanding job. He is always available and very knowledgeable. I would recommend him to anyone’.
Fielding Nashville, Knoxville and Memphis offices, Bass, Berry & Sims PLC’s typical experience includes the negotiation of mergers, stock and asset purchases and divestitures, both tax-free and taxable, structuring spin-offs, recapitalizations, management buyouts and other going-private transactions, tender offers, tender offer defenses and proxy contests. The practice represented Intergraph, a leading global provider of engineering and geospatial software, in connection with its definitive agreement to be acquired by Hexagon, a leading global measurement technology company, in a transaction valued at approximately $2.1bn. Emdeon, a leading provider of revenue and payment cycle management solutions, was assisted when it acquired eRx Network, a premier provider of electronic pharmacy healthcare solutions, for $75m in cash and 1.85m units of Emdeon membership interests. The team represented First Health Services in its sale to Magellan Health Services for $110m in cash for the stock of First Health Services as well as certain other assets related to the operation of the First Health Services business. Nashville-based Page Davidson focuses on M&A of both public and private companies, as well as strategic relationships, such as joint ventures and corporate partnerships. Also in Nashville, James Cheek III has acted for public companies in successful joint ventures, spin offs and complex corporate reorganization matters.
At West Mountain-based law practice Brownstein Hyatt Farber Schreck, LLP, the M&A group works with both private and public companies in a variety of transactional contexts, its mandates ranging from small, negotiated asset transfers to leveraged buy-outs, large-scale acquisitions and dispositions, and corporate reorganizations. Working with the firm’s other corporate and business practice groups, the practice provides counsel for bankruptcy and restructuring issues, and regularly coordinates with the private equity group to offer a full range of transactional law services. With a strong government relations practice, the firm also frequently acts in government-related matters. Denver-based Kevin Cudney co-chairs the corporate and business group. Cudney represented Graham Packaging, a portfolio company of Blackstone Capital Group and a world leader in customized consumer product packaging solutions, in its $568m acquisition of Liquid Container, a leading producer of food packaging, and acted for Western Liberty Bancorp in its $20m acquisition of Service1st Bank of Nevada. Cudney also advised Denver-based Classic Sport Companies in the $15.5m sale of its business to Kever Sports Acquisition Corporation, a wholly owned subsidiary of New Jersey-based Sportcraft. Daniel Jablonsky joined the Denver office as shareholder in its corporate and business group from Flextronics International, a Global Fortune 400 electronics manufacturing services provider, and where he was interim co-general counsel.
Carlton Fields is one of Florida’s largest full-service law firms. The M&A practice’s experience includes advising in the $80m acquisition by a manufacturer of aircraft simulators and operator of simulation training centers for the military, acting as corporate counsel in the $117m sale of an NHL hockey team franchise and sports entertainment arena, and advising in connection with a temporary staffing company’s merger. The team also assisted with the $80m sale of a tobacco and candy wholesaler, and acted in connection with the $85m sale of hospitals in Brooksville. Miami shareholder Dennis Olle leads the corporate, securities and tax practice group. Atlanta shareholder James Andros acts for numerous domestic and foreign companies in various industries such as business services, technology, life sciences, transportation, manufacturing, real estate, telecommunications, and energy. In Tampa, Richard Denmon is also a key contact.
Based in Denver, Holme Roberts & Owen has six other domestic offices, including Boulder, Colorado Springs, Salt Lake City, San Francisco, Los Angeles, and Phoenix; as well as international offices in London and Dublin. Led by Gino Maurelli in Denver, the M&A practice is firmly focused on the mid-market space. Maurelli’s experience spans a variety of industries, including software and technology, healthcare, cable and telecommunications, financial services, manufacturing and consumer products. Los Angeles-based Carol Osborne was recently elected as chair of the 40-lawyer corporate department, her corporate practice focusing on complex transactional matters for public and private companies with an emphasis on the consumer products and professional services industries. Osborne advised the principals of LECG in a management buyout from Navigant Consulting, including associated debt and equity financing, and represented a waste collection and processing company in the acquisition of the assets of US Liquids. Former global managing partner of the corporate and M&A groups, Hendrik Jordaan, left for Morrison & Foerster LLP’s Denver corporate group office as partner.
Holland & Hart LLP is ‘an excellent sounding board for a variety of issues, and service is fabulous’. The largest firm in the Mountain West region, the M&A practice is ‘extremely responsive to inquiries and effective in dealing with unusual and complicated matters. It is also very generous in its approach and willing to explore various alternatives so as to resolve business issues successfully’. The team represented Admiral Beverage Corporation, a 30-year client of the firm, in its acquisition of the Maloof families’ beverage distribution business in New Mexico. The transaction was the largest in Admiral’s history, and included a debt financing by Admiral with a syndicate of lenders, led by Wells Fargo. The ‘creative and knowledgeable’ practice also advised atebits and its founder, Loren Brichter, in its acquisition by Twitter. Associated Content was assisted in its acquisition by Yahoo! and Renewable Energy Systems Americas was advised in the sale of its 250 MW Cedar Point Wind Energy Project in Colorado to Enbridge Energy Company. Colorado-based Scott Berdan is a key contact. When Cheyenne-based Teresa Buffington ‘takes on an assignment’, clients are ‘confident that it will be completed’. Buffington is also ‘a pleasure to work with and offers thoughtful and well reasoned positions’.
Ice Miller is one of the largest law firms in Indianapolis. Its M&A practice represents both acquiring and acquired businesses in all forms of mergers, acquisitions and strategic alliances. Clients served in M&A situations include companies in 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 Steve Humke concentrates his practice in advising owners of high growth companies. Humke represented ExactTarget in the purchase of Co-Tweet, and advised Boston private equity fund, Lineage Capital, in the acquisition of MudPie, an Atlanta consumer collectibles company. He also assisted the owners of Advanced Physical Therapy in the sale of an 80% interest to a private equity fund. Additional offices are run from Chicago, Washington DC and DuPage County, Illinois.
Irell & Manella LLP has offices in Los Angeles and Newport Beach, California. The practice has experience representing companies in technology, computer hardware and software, communications, cable, entertainment, healthcare, biosciences, retail, manufacturing, energy, gaming, real estate development and finance. The group’s experience includes representing an international media company in connection with its sale of Miramax Films to Filmyard Holdings, advising the majority owners of the National Football League’s St Louis Rams in the sale of their interests in the team, and assisting Metropolitan West Asset Management in the acquisition of its business by the TCW Group. Los Angeles-based Eric Webber represented a privately-held national healthcare company in connection with the dispositions of its interests in several major hospital joint ventures for approximately $50m, and was counsel to a privately-held Southern California electronics company in connection with three major acquisitions in one year, totaling approximately $125m.
On the East Coast, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has offices in New York, Boston, Stamford and Washington DC, while its West Coast presence is run from Los Angeles, Palo Alto and San Diego. The firm also boasts an Israeli liaison office. The practice has an established track record in the following sectors: life sciences/biotechnology; energy; telecommunications and media; financial services and insurance; health care; real estate and construction; and retail and consumer products. Boston member Jonathan Kravetz advises high technology, emerging biotechnology and medical device companies in numerous contractual and strategic matters. New York member Joel Papernik frequently guides acquisitions in the biotechnology field. Recent highlights include a cross-disciplinary team of attorneys advising Velocity Technology Solutions in its $56m cash acquisition of the Lawson and Kronos hosting business, formerly NetASPx, from NaviSite. The New York office represented NewLead Holdings, an international shipping company, in its drop-down acquisition of five dry bulk vessels, including two new builds with long-term quality time charters attached and the right of first refusal for three additional new builds from Grandunion. The practice also closed the acquisition of a seven-strong VLCC tanker fleet from a Hong Kong-based shipping company for an aggregate purchase price of $587m on behalf of Navios Maritime Acquisition Corporation, an owner and operator of tanker vessels focusing on the transportation of petroleum products.
With multiple offices in the US, Nixon Peabody LLP is experienced in representing institutional and entrepreneurial clients in transactions of all sizes, ranging from a few million to billions of dollars. The practice recently advised Dimdim, a Massachusetts-based provider of web conferencing services such as presence, messaging, and screen sharing, in its sale to Salesforce.com, advised Boston Acoustics in its acquisition by D&M Holdings US for $74m, and assisted Gannett in its acquisition of the internet advertising firm PointRoll. Other highlights included acting for Alliance Bancorp of New England in its $77m acquisition by New Alliance Bancshares, representing Strategic Investments & Holdings in its acquisition of Topps Meat Company of New Jersey, and advising Barnes Group in its $78.5m acquisition of Kar Products and A & H Bolt & Nut Company. Boston-based David Martland leads the global business and transactions practice group. Clients say Martland is ‘an attorney I am always happy to have advising me’.
Seward & Kissel LLP’s transactional practice is particularly well recognized within the two industries where the firm has an international reputation for excellence, namely investment management and shipping. The firm ‘knows the middle-market and its odd nuances very well,’ say clients, ‘but it is equally comfortable and able in transactions involving corporate and financial buyers. It offers great value for a New York City-based firm and its industry knowledge in the investment management space for an M&A deal is unparalleled’. For other clients, the practice’s ‘dedication to the client is what makes the difference’. The team advised Atalanta Sosnoff Capital, a New York-based registered investment adviser, which manages more than $10bn of assets for institutional, high-net-worth and broker-advised clients, when it sold a 49% economic interest in Atalanta Sosnoff for approximately $69m in cash to Evercore Partners. The team also acted for Judlau Contracting, a New York-based heavy construction company that acts as general contractor for major public works projects, when Obrascón Huarte Lain, a Spanish-based construction company, acquired 50.1% of Judlau for a consideration consisting of payments amounting to $72.5m, with additional consideration to be paid based on post-closing performance. Co-business transactions group leader Craig Sklar ‘has earned my trust and confidence. From my perspective, the highest compliment that a lawyer can receive is to be viewed as practical, not tangled in theory, but caring about the client’s objectives, understanding where they fit in relation to the law, and achieving a working union between the two. Craig is that kind of lawyer, one that I would, and have, recommended to colleagues and friends’. Co-business transactions group leader Jim Abbott is ‘very helpful with the overall strategic advice and guidance he provides. Jim gets actively engaged in the entire process, providing superior service, and not only is he personable and affable, but he can subtly drive a very hard bargain’. Associate Nick Katsanos ‘is very effective at guiding us through issues that arise and crafting potential resolutions’.
Atlanta-based practice Smith, Gambrell & Russell, LLP also has offices in Jacksonville, New York and Washington DC. Recent experience for the M&A group includes assisting Given Imaging in finalizing the $20m acquisition of the Bravo(R) pH monitoring business for the diagnosis of Gastroesophageal Reflux Disease from Medtronic, and advising AirTran Holdings in connection with AirTran’s attempted $445m acquisition of Midwest Air Group, the public company parent of Midwest Airlines. Atlanta-centered Arthur Jay Schwartz has extensive M&A experience of working with technology companies. In Jacksonville, Adam Buss has handled transactions in a wide range of industries, including oil and gas pipelines, alternative energy, construction, security and information technology, as well as the insurance and medical sectors.
With US offices in Ohio, Washington DC and New York, Thompson Hine LLP acts for emerging, middle-market and large established businesses, both public and private, as well as a variety of investment funds and professionals. Atlanta and New York-based Peter Smith was counsel to KITN Media, in connection with its sale to Adknowledge, a privately held online advertising company, and represented Halyard Capital, a private equity firm specializing in middle-market LBOs, growth equity and structured equity investments in communications and media and other companies, in connection with its acquisition of the cable assets of Newnan Utilities, a municipally owned utility. In New York, John Clapp has extensive experience in the energy, telecommunications, transportation and heavy industry sectors. Clapp was counsel to a Mexican seller in a $450m real estate portfolio sale.
Thompson & Knight LLP has expanded its M&A capabilities, with Lawrence Hall joining the corporate and securities practice group in Dallas. Hall focuses his practice on corporate, energy, finance, and general business representation. Hunter White joined the oil and gas practice group in Houston. White is noted for oil and gas, energy, and real estate transactions. Recent highlights at the firm include representing the board of directors of Allied Technology in conjunction with the $700m merger/roll-up of five separate companies – Forum Oilfield Technologies, Triton Group, Subsea Services International, Global Flow Technologies, and Allied Technology – to form Forum Energy Technologies. The practice also advised Cardinal Midstream in the acquisition of midstream assets located in the Woodford Shale area of the Arkoma Basin in Oklahoma from Antero Resources for approximately $268m, acted for Boots & Coots in its sale to Halliburton for $235m, and assisted Eagle Rock Energy Partners in the $174m-plus sale of its fee mineral and royalty interests business to an affiliate of Black Stone Minerals Company. In Dallas, corporate and securities practice group leader Fred Fulton is a key contact.
Thorp Reed & Armstrong, LLP has offices located in Pittsburgh, Philadelphia, Princeton, New Jersey, and Wheeling, West Virginia. Pittsburgh-based Kimberly Ward Burns’s representative experience includes acting as counsel with respect to the sales of a large steel tubing company with operations in the US, Canada and the UK, and advising the seller in the purchase, by way of a management buyout, of a bimettallic wire company and in the subsequent sale of the bimetallic wire company to a Chinese manufacturer of bimettalic composite wire products. Douglas Gilbert currently serves as the corporate department head. Gilbert was counsel to the principal investor in connection with the purchase of a majority interest in a bank holding company located in Ohio, and assisted the sellers in the $220m disposition of a large amusement park enterprise, with facilities in Pennsylvania, Connecticut and New Hampshire, to a publicly held Spanish corporation.
Troutman Sanders’ ‘impressive and dedicated’ practice group assists clients in structuring, negotiating and implementing business transactions in the US, Europe and Asia. The practice acted in the acquisition of selected operations of the nation’s largest convention center telecommunications company by a South Carolina-based telecommunications provider, advised in the $202.5m acquisition of a North Texas electric utility company by a New Mexico energy holding company, and represented a New Mexico utility in its sale of its natural gas operations to a utility holding company with natural gas operations in Alaska and Michigan. Virginia Beach-based James Wheaton regularly advises private equity firms in middle-market acquisitions. Wheaton has also advised a Scandinavian public company in the divestiture of a major subsidiary to a US public company, assisted a public company in a going-private transaction involving multiple stockholder classes, and acted in both the sale and acquisition of network affiliate television stations. In Richmond, Mason Bayler represented a public utility company in connection with its $867m sale to a private equity firm.
Atlanta-based legal practice Arnall Golden Gregory LLP is especially focused on the middle-market. The firm advises a wide array of Atlanta’s top 150 public companies and fast-tech 50 companies, as well as Georgia’s top 50 private companies. Highlights included advising Lynk Systems, during its acquisition by the Royal Bank of Scotland. Practice leaders Adam Skorecki and Jonathan Golden are principal contacts. Skorecki has extensive experience in the acquisition, sale and financing of nursing homes and other related types of healthcare facilities. Donald Hackney chairs the firm’s telecommunications practice team. Hackney has represented Contel in its acquisitions, divestitures and other strategic transactions.
From its beginnings in Huntsville, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC has expanded to five states in the southeastern US, in addition to an office in Washington DC. Nashville-based Jason Epstein chairs the business and technology group. He has extensive experience in business and technology negotiations from both the vendor and buyer perspectives. Epstein acts for the procurement department of a Fortune 200 company in various purchasing and technology transactions, was counsel to the largest internet hardware and services provider in selling VoIP and related hardware, software and services to a Fortune 50 company, and represented a hospital chain in the acquisition of an electronic medical records software system. Also in the Nashville office, Steven Eisen is noted for corporate transactions with an emphasis in banking and financial institution law.
Especially strong in the Midwest, Barnes & Thornburg has also grown at nationwide levels. From offices in Atlanta, Chicago, Delaware, Indiana, Michigan, Minneapolis, Ohio, and Washington DC, the firm’s business practice is complemented by dedicated industry service teams focused on industries such as life sciences, IT, e-commerce, healthcare, telecommunications, financial institutions, construction, energy, transportation, global logistics, associations and foundations, aviation, media and utilities. Indianapolis-based David Millard chairs the business department. ‘Reliable attorney’ Millard assisted TrustBearer Labs in its sale to VeriSign, the acquisition combining VeriSign, a PKI provider, with TrustBearer, which provides solutions for rapid deployment of PKI applications and strong authentication across all major web browsers and platforms, and acted for ANGEL Learning in its $95m acquisition by educational software provider Blackboard.
Butzel Long is one of the oldest firms in Michigan. Representative experience includes assisting Lakeshore Engineering Services in its acquisition of Toltest, creating Lakeshore Toltest, one of the largest federal and municipal contracting companies in the Midwest, and advising an infrastructure investment fund with the acquisition of port facilities and in proposals to acquire other infrastructure assets. Additionally, the team was counsel to a publicly held utility holding company in its acquisition by private equity investors. Robert Hudson is a shareholder based in the firm’s Detroit office, and serves as chair of the firm’s corporate department. He regularly assists foreign-based companies in connection with US and cross-border transactions, joint ventures, distribution and sale arrangements and trade matters. Also in Detroit, Justin Klimko is a key contact.
Cozen O’Connor has extensive experience in representing purchasers, target companies and financial advisors. The practice’s typical experience includes acting as US acquisition counsel for a London-based market research company, that is listed on the London Stock Exchange, in a series of acquisitions valued in excess of $100m, representing a network integration, consulting, maintenance and support company in its acquisitions, and advising a pharmacy benefit management company listed on the New York Stock Exchange in a $500m merger. Philadelphia-based Larry Laubach chairs the corporate law group.
With US offices in Washington DC, California and New York, Crowell & Moring LLP’s clients include major defense contractors, health care businesses, financial institutions, aviation, aerospace, pharmaceutical, telecom and technology companies, entrepreneurs and trade associations. Highlights included advising in the $100m asset purchase of an aerospace manufacturing division, the $200m purchase of a pharmacy division by a NYSE-listed insurer, and a $200m Schedule 13E-3 buyout of a NASDAQ-listed online recruiting company. Washington DC-based Mitchell Rabinowitz is noted for his representation of the financial services industry, including consortium transactions and electronic trading platforms. Goldman Sachs, ICAP, NYSE Euronext, Citigroup, Deutsche Bank and JPMorgan are clients.
Based in Pittsburgh, Eckert Seamans Cherin & Mellott, LLC has offices throughout the Eastern US. Noted for its integrated approach, projects are staffed with attorneys from the firm’s corporate, tax, employee benefits, labor, antitrust, environmental, litigation and other practice areas on an as-needs basis. The team advised a major publicly owned entertainment company in several transactions, involving aggregate consideration and financing totaling hundreds of millions of dollars, and assisted a private investment firm in the acquisition and divestiture of various food products and manufacturing companies, with an aggregate consideration in excess of $300m. It has also acted in the acquisition and merger of over 100 retail drug stores, with an approximate consideration of $60m. Furthermore, the firm serves as US counsel to many foreign corporations, including companies headquartered in Europe, Asia, Latin America, Canada and Africa. In Philadelphia, ‘smart operator’ Gary Miller has significant experience in M&A-related private investment transactions.
Frost Brown Todd LLC operates throughout nine offices in five states, including Kentucky, Ohio, Indiana, Tennessee and West Virginia. The practice regularly counsels Fortune 500 companies, insurance businesses, financial services firms, manufacturers, media companies, insurance providers, minority businesses, and entrepreneurs. Clients include AK Steel, Chase Bank, Ford Motor Company, General Electric, Liberty Mutual Insurance, Turner Construction Company and United Parcel Service. In Kentucky, co-M&A chair Edward Glasscock is recommended.
Gardere Wynne Sewell is ‘very responsive and worth the dollars charged’. Key matters included assisting Precision Pipeline, a pipeline construction pipeline company, in its sale to MasTec; the practice has represented Ennis Paint for numerous years. Recently, Ennis was assisted in the acquisition of Pervo Paint Company and all of the stock of GT Industries. The team also represented Brazos Equity Partners in the purchase of certain assets of Flint Trading, and acted for Trican Well Service in its purchase of certain assets of Vanguard Stimulation Services. Houston co-M&A chair Daniel Cohen is the reason some clients uses the firm. ‘Cohen has the ability to understand both sides of the negotiations and to know when something is worthy of a fight or not. Additionally, he is good with our counterparts’ attorneys, and he understands our needs and factors them into his service’.
Fielding US offices from New York, Portland, Seattle, Washington DC and Portland, Garvey, Schubert & Barer has an active M&A practice, both at domestic and international levels, and across a range of industries, from fishing and maritime, to clean technology, services and consumer goods. In Seattle, co-business chair Brent Jones has represented Saltchuk Resources and affiliated entities in several acquisition transactions, including the acquisitions of Delta Western and Constellation Tug Company, and has advised Kibble & Prentice Holding Company and USI in several brokerage acquisitions. Also in Seattle, Bruce Robertson represented Nautilus in connection with the acquisition of Pearl Izumi USA.
Haynes and Boone, L.L.P.’s practice has a broad range of industry experience including aviation, distribution, all forms of traditional and alternative energy, equipment leasing, financial services, hospitality, insurance, manufacturing and distribution, real estate, retail, sports and entertainment, technology, telecommunications, transportation and waste management industries. Highlights included assisting Royal Dutch Shell in the sale of its downstream businesses in Panama and Costa Rica to Petroleos Delta, a Panamanian fuel distributor, and acting in the $285m sale of the 660 Madison Avenue office tower, the largest single-asset transaction completed in the US during 2010. The team also represented Wingate Partners in its acquisition of Preferred Compounding, a supplier of proprietary and custom mixed rubber compounds, and advised Adea, a technology consultancy with global operations, in the acquisition of its assets by Valtech. In Houston, Steven Buxbaum represented Trident Global Communications and Subsidiaries in a distressed merger transaction. Dallas-based Gregory Samuel is also recommended. Samuel recently acted in the acquisition of a public finance investment-banking firm, and in the purchase of a publicly traded restaurant chain.
Katten Muchin Rosenman LLP handles complex domestic and international transactions for publicly and privately held companies, financial institutions, and private equity and investment funds and their portfolio companies. New York-based co-M&A chair David Landau represented a special committee of independent directors of Covansys Corporation in connection with the company’s acquisition by Computer Sciences Corporation, advised Phillips-Van Heusen Corporation in its acquisition of the assets of Superba, and acted for Phillips-Van Heusen Corporation in its acquisition of Calvin Klein. From Chicago, Jefftrey Patt also co-chairs the M&A practice. Patt has represented several financial and strategic buyers in transactions that have involved varying forms of consideration and tax structures, and has served as special committee counsel in connection with a number of going-private transactions.
Based in Georgia, with additional offices in North Carolina, New Jersey, and Washington DC, Morris, Manning & Martin, LLP is rated by clients for its ‘excellent experience in the technology sector’. The firm handles negotiated purchases and divestitures by public and private companies, tender offers, restructurings, spin-offs, leveraged buy-outs, and going-private transactions. Georgia-based Jeffrey Schulte is a senior partner in the corporate and securities practice. Schulte acted in the sale of Hospital Affiliates International by INA Corporation to HCA, the combination of Connecticut General and INA to form CIGNA, and the acquisition by Pfizer of Angiomedics.
At New York-based firm Stroock & Stroock & Lavan LLP, the M&A and joint ventures practice group consists of 45 attorneys. The group is involved in the acquisition and disposition of businesses through mergers, acquisitions of assets or stock, leveraged buyouts, friendly and contested tender offers, and proxy contests on behalf of both target companies and acquirers. A complementary antitrust litigation group consists of 13 attorneys based in the New York office. Richard Madris and Martin Neidell, as well as attorneys from the tax, employee benefits and executive compensation and environmental law practice groups, represented Veolia Environment in the sale of its North American waste-to-energy business to Covanta Holding Corporation for approximately $450m in cash. The practice also advised the Commodities Group of Goldman Sachs in connection with its acquisition of Metro International Trade Services and its affiliates for an undisclosed purchase price. Also, after successfully representing Specialty Underwriters’ Alliance in connection with an unsolicited takeover bid from Hallmark Financial Services and a subsequent proxy contest, the firm acted for this client in its merger with a wholly-owned subsidiary of Tower Group.
Private equity buyouts
Index of tables
Private equity buyouts
Leading lawyers
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- Peggy Andrews Davenport Debevoise & Plimpton
- Franci Blassberg Debevoise & Plimpton
- David Chapin Ropes & Gray LLP
- Gary Horowitz Simpson Thacher & Bartlett LLP
- Wilson Neely Simpson Thacher & Bartlett LLP
- Kirk Radke Kirkland & Ellis LLP
- Alfred Rose Ropes & Gray LLP
- Robert Schwenkel Fried, Frank, Harris, Shriver & Jacobson LLP
- James Westra Weil, Gotshal & Manges LLP
While many will point to Debevoise & Plimpton’s tight association with Clayton Dubilier & Rice as the key driver of the private equity group, its practice derives from a diverse array of clients, including The Carlyle Group, Providence Equity Partners, Kelso & Company, Stone Point Capital and Teachers’ Private Capital. The team is commended for its ‘high-quality work’, ‘very responsive’ lawyers, ‘strong technical skills’, ‘high level of market knowledge’ and ‘excellent legal and strategic advice’. The firm is also consistently praised for its peerless fund formation practice (see Private equity funds) and it is developing its finance capacity with five dedicated leveraged finance partners in New York. The firm also has a particularly strong record in the insurance and financial institutions space. The firm is further developing its international private equity standing, having hired David Innes from London’s Travers Smith LLP, and by relocating Drew Dutton to Hong Kong. Recent examples of its illustrious transactional record include representing Clayton Dubilier & Rice on its $1bn acquisition of a 51% stake in Tyco International’s Electrical and Metal Products business, and on the private equity house’s acquisition of a 42.5% stake in Univar. The firm also represented Stone Point Capital and Hellman & Friedman in their $1.1bn acquisition of Sedgwick Claims Management Services. Franci Blassberg, Peggy Andrews Davenport, Paul Bird, Kevin Rinker, who has ‘great technical’ and ‘very strong interpersonal skills’, and Kevin Schmidt are all highly recommended.
The ‘outstanding’ Kirkland & Ellis LLP is regarded by many as the ‘model’ private equity practice, with its fervent commitment to both mid-market and high-value segments. Though perhaps not with the same “mega-deal” record as Ropes & Gray LLP and Simpson Thacher & Bartlett LLP, the firm frequently leads the market in deal volume. Even so, it continues to work on headline deals on a frequent basis, including acting for Bain Capital Partners on the $1.63bn acquisition of The Dow Chemical Company’s Styron Division. It also advised Apax Partners on its $1.2bn sale of Qualitest Pharmaceuticals to Endo Pharmaceuticals. Clients include Madison Dearborn Partners, Bain Capital, Oaktree Capital Management, Sun Capital Partners, Golden Gate Capital, CVC Capital Partners and Apax Partners. Clients commend the ‘first class’ response times, ‘excellent service in all areas’, and ‘bench strength’ delivered by associates that ‘add value’ and ‘intelligence’. Clients also praise the firm’s empathy with the industry. It represents more than 250 private equity funds and some 60% of the firm’s some 600 corporate lawyers frequently advise private equity sponsors. During the economic downturn, the firm has made the best of its renowned restructuring expertise. New York partner Kirk Radke is widely regarded as a pre-eminent figure in the private equity sector, while Chicago-based Jeffrey Hammes is also at the pinnacle of the industry. Chicago partners Kevin Evanich and Douglas Gessner, who has ‘in-depth understanding of the way we operate’, ‘ensures we get access to the right resources very quickly – simply an extension of our team’ and is ‘the perfect partner’, are also highly regarded. Younger Chicago partner Richard Campbell is commended for ‘maintaining his cool at all times’ and demonstrating ‘great expertise and knowledge’.
With private equity very much at the core of its business, Ropes & Gray LLP has some 175 attorneys that are principally focused on private equity transactions. While its key centre of expertise still remains Boston, it continues to expand elsewhere with new offices in London and Chicago, and particular growth in Tokyo and Hong Kong. Built on the foundations of its long-standing relationship with Bain Capital, the firm continues to be associated with high-value deals and even during the depressed market conditions managed to close a series of transactions that were valued in excess of $1bn. This included the landmark post financial crisis transaction by TPG Capital and the Canadian Pension Plan Investment Board, when they acquired IMS Health Inc for an immense $5.2bn in 2009. In terms of volume, the firm has an equally impressive recent record. During 2009 and 2010, it represented private equity funds in over 90 deals. This is credited to its successful development of its mid-market practice. Recent deal highlights include Bain Capital’s $1.6bn acquisition of Gymboree Corp, TPG Capital’s $1.6bn acquisition of Ontex NV, and T H Lee Partners’ $1.1bn acquisition of inVentiv Health. In February 2010, the firm also represented a consortium of Bain Capital, Advent International and Berkshire Partners on their $1.1bn leveraged buyout of Dublin-based SkillSoft. The firm’s client base balances a mix of large buyout funds such as Bain Capital, Apax Partners, Silver Lake Partners, TA Associates and TPG, with a range of mid-market sponsors including Berkshire Partners, Fenway Partners and Kohlberg & Co. Key partners include Boston head of the private equity transactions group Alfred Rose, ‘the private equity industry thinks the world of him’; founder of the private equity practice Bradford Malt; David Chapin, ‘the firm’s top gun’; Julie Jones; Newcomb Stillwell; and New York’s Othon Prounis, who regularly works with Welsh Carson Anderson & Stowe and Silver Lake Partners.
When it comes to high-value and landmark private equity buyouts, there is no firm with a greater record or status than Simpson Thacher & Bartlett LLP. With a ‘very large group that focuses on private equity M&A’, the ‘excellent’ firm deserves particular credit for its commitment to the sector, which has led it to be closely linked to private equity giants Blackstone and Kohlberg Kravis Roberts & Co (KKR). With clients such as these, it ‘does the biggest deals on the street’. The firm is also ‘number one’ for financial institutions investments and buyouts by private equity funds, with its mighty financial sector regulatory expertise. While its Wall Street homeland gave birth to its illustrious private equity practice, the firm has successfully transported this leading expertise to the West Coast, as well as to the rest of the world. It is also consistently praised for its pre-eminent leveraged finance practice. In 2010, the firm continued its lengthy run of high-value deals when it represented Blackstone on its $4.7bn bid for Dynegy Inc; the deal was subsequently scrapped. It also represented TPG Capital on its $1.3bn acquisition of American Tire Distributors Holdings. On the West Coast, the firm represented Silver Lake and Warburg Pincus on their $3.4bn acquisition of Interactive Data Corporation, and advised Hellman & Friedman portfolio company Vertafore on its $1.4bn sale to TPG Capital. Clients also include Lion Capital, Evercore Partners, Apax Partners and Centerbridge Partners. Key partners include Blackstone relationship partner Wilson Neely, department head Lee Meyerson, Gary Horowitz, Charles Cogut and Palo Alto-based Rich Capelouto. Much credit for the KKR relationship should go to chairman Richard Beattie, whose relationship with the private equity fund’s co-founder Henry Kravis is known to be particularly close.
Latham & Watkins LLP has impressive credentials in the private equity sector thanks to its mix of major buyout funds such as KKR, The Carlyle Group, BC Partners and Apollo Management, and middle-market sponsors such as One Equity Partners and Odyssey. The firm is also equally strong on the West as the East Coast, with Californian giants such as Leonard Green & Partners amongst its illustrious client portfolio. The firm has remained extraordinarily active in the post financial crisis environment, notably with a series of leverage buyout transactions in the restructuring space. This included a significant deal on behalf of Centerbridge Partners, which involved an innovative debt-for-control structure. The firm is also a regular adviser to going-private transactions such as Carlyle’s $3.8bn acquisition of NBTY, the third largest US buyout during 2010. Amongst other headline deals was its representation of Leonard Green on its $5.2bn acquisition of IMS Health and its LBO of Prospect Medical Holdings. With the launch of a new Houston office in 2010, the firm has dramatically enhanced its energy sector credentials and now represents sponsors such as Avista Capital Partners, Oaktree Capital, Quantum Energy partners and Natural Gas Partners from the new office. Key partners include Washington DC’s Dan Lennon, who is a key relationship partner for Carlyle. In New York, Ray Lin and Howard Sobel are very much to the fore, with close connections to BC Partners and Apollo, and Leonard Green respectively. Peter Kerman in Silicon Valley, and Los Angeles-based Thomas Sadler are also highly recommended.
Weil, Gotshal & Manges LLP has an impressively broad practice with a mighty global presence and a particularly strong record in the distressed M&A and restructuring sector, with the private equity department frequently working alongside the firm’s premier bankruptcy practice. The firm also has a formidable fund formation practice. With key centres of expertise in Boston, New York and Dallas, the firm has developed a very credible worldwide practice, with further expertise in Europe (particularly UK and Germany) and Asia (especially China). Clients consistently praise its responsiveness and ability to ‘routinely mobilize resources from across the firm’. Clients also recognise its ‘understanding’ of the industry, ‘practical solutions’, ‘willingness to go the extra mile’, and ‘professional’ and ‘user-friendly’ approach. One client goes as far as to say it is ‘an extension of our company’. The firm has over 40 private equity sponsor clients, which span mega-funds, middle-market funds, distressed M&A funds, hedge funds, sovereign wealth funds and pensions funds. Key clients include Thomas H Lee Partners, Providence Equity Partners, Advent International, Lindsay Goldberg and Oak Hill Capital. Deal highlights included its advice to Lindsay Goldberg portfolio company Keystone Foods on its $1.26bn sale to Marfrig Alimentos, Latin America’s second-largest beef producer. It also represented Providence Equity Partners portfolio company Bresnan Communications on its $1.36bn sale to Cablevision, and advised Thomas H Lee Partners on its $2.2bn acquisition of Acosta. Notable partners include Dallas-based co-head of the private equity practice Glenn West and fellow co-head and Boston managing partner James Westra, who is ‘excellent’, ‘even-keeled’, ‘commercial’, ‘smart’ and ‘experienced’. Westra’s Boston colleague Marilyn French also impresses clients. New York senior figure Doug Warner is also commended, as is fellow New York partner Michael Weisser, who has closed a series of major deals for Providence Equity Partners and Lindsay Goldberg.
With TPG Capital as the anchor client of the practice, there are few firms with an equally distinctive mega-deal record as Cleary Gottlieb Steen & Hamilton LLP. Beyond this, it has built a fruitful relationship with private equity sponsors such as Warburg Pincus in recent years. While it may not have the same illustrious record as Simpson Thacher & Bartlett LLP in the US, it has demonstrated genuine worldwide credibility, with a stream of deals in Europe, Asia and increasingly in Latin America. The firm also employs its premier regulatory expertise in deals involving heavily regulated sectors, most notably bank regulation, including representing OneWest Bank on its landmark acquisition of IndyMac Federal Bank. Beyond the financial institutions space, the firm has a strong record in consumer retail, healthcare, travel and other regulated industries. In 2010, the firm represented TPG Capital on its $1.4bn acquisition of Vertafore from Hellman & Friedman and co-investor JMI Equity, and advised TPG on its $5.9bn leveraged acquisition, alongside CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health. It also advised major sovereign wealth fund China Investment Corporation on its $1.58bn investment in AES Corporation. Key clients include TPG Capital, Warburg Pincus, Hellman & Friedman and Citigroup Venture Capital International. New York partners Michael Ryan, Paul Shim, Meme Peponis, Christopher Austin and Michael Gerstenzang all have excellent reputations, while the highly rated Filip Moerman has relocated to New York from Hong Kong.
Davis Polk & Wardwell LLP remains an active player in the private equity industry, thanks in part to its tremendous Wall Street reputation and the genuine private equity expertise of a number of partners. Francisco Partners, Goldman Sachs Capital Partners, Greenhill Capital Partners, Metalmark Capital, Morgan Stanley Capital Partners and Perry Capital are just a few of the private equity funds which instructed the firm during 2010. It maintains an active mega-deal and middle-market practice, with the financial institutions, energy and infrastructure sectors being particularly fruitful for the firm. The firm is also well known for its regulated industry expertise, as well as leading capabilities in private equity finance and private investment in public equity (PIPE) transactions. In 2010, the firm advised DLJ Merchant Banking Partners on the $2.16bn sale of FDR Holdings (Frontier) to Noble. The firm also represented Morgan Stanley Infrastructure Partners and Veolia Energy North America in connection with the formation of a joint venture, and the $320m acquisition by the joint venture of the Medical Area Total Energy Plant (MATEP) from NSTAR. Key partners include New York partner and eminent private equity expert John Bick, global head of M&A George Bason, Nancy Sanborn, Leonard Kreynin and managing partner John Ettinger. Menlo Park-based Daniel Kelly has played an anchor role in developing the firm’s West Coast practice.
As regular adviser to Goldman Sachs Capital Partners and Permira Advisers, New York’s Fried, Frank, Harris, Shriver & Jacobson LLP has a prestigious high-value private equity practice and a lengthy history in this sector. It has more than 100 attorneys engaged in various aspects of private equity transactions, across its US, Europe and Asia offices. The broad expertise within the firm ensures that private equity sponsors receive a rounded service that extends from fund formation to exit strategies. In June 2010, it advised GS Capital Partners on its $1.7bn acquisition of Michael Foods from Thomas H Lee Partners, one of the largest secondary buyouts of the year. Later in the year, the firm also represented GS Capital Partners in connection the $4bn sale of portfolio company Burger King Holdings to 3G Capital, as well as advising the private equity sponsor on its acquisition, alongside Clayton Dubilier & Rice, of HGI Holdings from the Jordan Company. Beyond representation of its marquee client, it acted for mid-market fund New Mountain Capital on four separate deals during 2010, including its $280m acquisition of Mallinckrodt Baker’s chemical business, Covidien. Clients include AEA Investors, Abry Partners, Cortec Group, GS Capital Partners, Morgan Stanley, New Mountain Capital, Onex Partners and Permira Advisers. Chair of the corporate department and head of the M&A and private equity groups, Robert Schwenkel, remains the firm’s most high-profile private equity lawyer, with his close connections to GS Capital Partners and Permira Advisers. Fellow New York partner Christopher Ewan is also well-connected amongst major buyout funds, including Permira Advisers, while Andrew Colosimo and Murray Goldfarb frequently work alongside Robert Schwenkel on behalf of GS Capital Partners. Aviva Diamant has a strong record in mid-market sector with key client New Mountain Capital, while Washington DC-based Brian Mangino is also widely commended.
While being a genuine player in the private equity sector, Gibson Dunn has created a real name for itself by representing a series of sovereign wealth funds and foreign-based private equity funds. As part of this emphasis, it has developed leading expertise in Sharia financings for funds such as Middle East originated Arcapita. The firm’s relationship with the Middle East is deep and long, having represented Investcorp for over three decades and now the Kuwait Investment Authority. In the US, it advises funds such as Leonard Green & Partners, Centerview Partners, Littlejohn & Co, Generation Partners, Aurora Capital, Odyssey Investment Partners and Catterton Partners. Highlight deals included advising Catterton Partners on its acquisition of Noodles & Company, illustrating the firm’s strength in hospitality, retail and consumer products. It continues to be active on behalf of sovereign wealth funds, acting for Investcorp portfolio company Berlin Packaging on two add-on acquisitions, and representing Kuwait Investment Authority on its $792m investment in France’s Areva. The firm has also completed a series of deals on behalf of Blackstone portfolio company, Summit Materials. New York is the firm’s private equity epicentre, with lead partners Steven Shoemate, Sean Griffiths, Michael Greaney, and Edward Sopher. Los Angeles-based Bruce Meyer and Jennifer Bellah Maguire are also highly rated.
Goodwin Procter LLP is ‘aggressive about private equity’, with a strong and intense focus on this sector. The firm has more than 30 full-time private equity partners, with an emphasis on the middle to upper-middle-market, with clients such as Advent International, JMI Equity, PAI Partners, TA Associates, AIG Investments, and Leeds Equity Partners. The firm is particularly strong in hybrid venture and private equity deals, and has an equal emphasis on both private equity and venture capital and emerging companies. While Boston is its home, it has successfully diversified the practice through active New York, Washington DC and California offices. Indeed, the firm’s relationship with its anchor client TA Associates has been consolidated by the California offices, while client JMI Equity is another example of the successful West Coast practice. The firm is especially active in the technology sector, while financial services and real estate are also prominent areas of activity. Education, health, and food and beverages are other key sectors. Recent highlight deals include representing AIG Investment Corp on the sale of PineBridge Investments to Pacific Century Group, advising JMI Equity on its acquisition of Compusearch Holdings Company, and acting for TA Associates in its acquisition of Vatterott Colleges. Boston-based John LeClaire heads the department, which includes leading figures such as Boston-based Michael Kendall and Mark Burnett, Washington DC’s James Hutchinson and Hovey Kemp and New York-based Andrew Weidhaas.
When it comes to sheer volume of private equity deals, year-on-year, Jones Day stands alone. With a natural predisposition to the middle-market arena, the firm can rightly claim to have more deal experience than virtually every competitor in this sector. It also has exceptional global coverage, with 35 partners and 38 other lawyers comprising the worldwide private equity practice. Clients regard the firm’s service as ‘second to none’, and highlight the team’s ability to ‘understand the business aspects of a transaction’. Clients also highlight the ‘depth’ of the team, which enables a ‘very quick turnaround’ on advice. One client goes as far as to say that ‘no multinational firm can beat its value proposition’. In 2010, the team experienced a high-level of sale activity on behalf of private equity funds. It represented Kirtland Capital Partners on the sale of portfolio company PVC Container Corporation to Castle Harlan. Key clients include Blue Point Capital Partners, RoundTable Healthcare Partners, The Riverside Company, Kirtland Capital Partners, Morgenthaler Partners and High Road Capital Partners. Healthcare has been an area of particularly robust activity during the economic downturn. Cleveland, New York and Dallas are the firm’s principle centres of private equity expertise, although the Chicago office is making considerable progress, despite the recent departure of Walter Holzer to Kirkland & Ellis LLP. The firm also has strong representation in Europe and Asia. Cleveland-based global group head Chuck Hardin is a ‘very good counselor’, provides ‘pragmatic advice’ and ‘marshals the resources of the firm very well’. New York’s Robert Kennedy, Michael Weinberg in Dallas, and Cleveland-based Denise Carkhuff are all highly rated.
‘Best in the business’ Paul, Weiss, Rifkind, Wharton & Garrison LLP had a ‘watershed year’ in 2010. Having built on its fertile relationship with cornerstone client General Atlantic over many years, the firm has broken into the high-value category with transactions for major funds such as Apollo Management and KKR. The firm’s recent deals list is nothing short of impressive, having represented General Atlantic as co-lead investor in the $1.86bn acquisition of San Francisco-based First Republic Bank. It also advised Centerview Capital Partners, as co-lead investor, in the $5.3bn acquisition of Del Monte Foods, and acted for KKR and General Atlantic in their $1.65bn acquisition of TASC from Northrop Grumman. The firm has ‘grown up with the private equity industry’ and has a clear ‘strategic focus’ on the sector, enabling a ‘great depth of industry knowledge’. As a result, it ‘understands the risk tolerances and objectives’ of its ‘blue-chip client list’. It has a ‘deep bench’ of partners and associates and has proven willing to ‘invest in this sector’. Healthcare is a sector that has been particularly active for the practice, with a series of deals on behalf of core client Oak Hill Capital. The firm is also well known for its expertise in distressed M&A, with a number of deals for KPS Capital Partners in this segment. New York-based Kenneth Schneider and Carl Reisner have a particularly strong record in this area. The firm is also particularly active worldwide, with a notably leading practice in Asia where it represents many of the biggest global buyout funds. Other key partners include regular advisers to General Atlantic Matthew Abbott, a ‘rising star’, ‘incredible deal feel’, ‘outstanding legal and business acumen’ and ‘very creative’, Paul Ginsberg and frequent Oak Hill Capital counsel Angelo Bonvino. Tarun Stewart, who is a ‘superb lawyer’, ‘provides candid and unvarnished advice’ and ‘excellent client service’, is also recommended.
Proskauer Rose LLP is ‘outstanding’, thanks to its intense focus on the industry, which enables the firm to ‘understand the private equity universe’ and structure deals ‘as well as any other law firm’. Throughout 2009 and 2010, the firm closed over 400 private equity transactions, an impressive statistic given the dip in activity following the financial crisis. Clients include Ares Management, Arsenal Capital Partners, Charterhouse Group, Goldman Sachs, The Gores Group, Great Hill Partners, Prism Partners and TA Associates. Its middle-market focus has enabled it to work on a range of impressive deals, such as advising Ares Capital on its $907m acquisition of Allied Capital, to create a fund with some $12bn committed capital under management. The firm also represented middle-market sponsor Charterhouse Group in a series of transactions including the sale of portfolio company NewPath Networks to Crown Castle Solutions, and the sale of Chamberlin Edmunds to Medifax, as well as the acquisition of Charter Waste Management and purchase of Hogan Brothers. With offices across the US, it is a genuine national player in the private equity industry, but with further international offices in London, Paris, Hong Kong and São Paulo, it also has real international credibility. The department is co-led by New York’s Daniel Eisner, who clients regard as ‘awesome’ and a ‘super star’ thanks to his willingness to ‘dig in’ and ‘understand all the nuances of the situation’ in order to make sure ‘his client’s interests are served’. New York-based Stephen Rubin and Los Angeles partners Michael Woronoff and Monica Shilling are also recommended.
DLA Piper LLP remains a key player in the middle to upper-middle-market arena, but is beginning to achieve roles in some higher-value transactions. The firm is making the most of its global ubiquity, with numerous deals involving emerging markets such as China and Brazil. The recent arrival of Chicago-based private equity specialist David Lee from Mayer Brown has given the firm greater links into Asia and also the infrastructure sector. The firm has also bolstered its expertise in distressed private equity through several senior level lateral hires. It recently represented Arbor Investments on its $180m sale of portfolio company Great Kitchens to ARYZTA. It also advised Wind Point Partners portfolio company Vertellus Specialties on its refinancing. Clients include Wind Point Partners, Arbor Private Investments and Mistral Equity Partners. Chicago and New York-based Steven Napolitano heads the department which includes New York’s Roger Meltzer, Christopher Giordano and Joe Alexander, who also practices out of the Atlanta office.
Dechert LLP’s passionate concentration on the funds industry includes a long and prestigious history of working with high-profile private equity sponsors. The private equity department comprises some 200 lawyers worldwide. The firm’s classic space is the upper middle-market, and clients recognise the team as ‘smart’, ‘pragmatic’ and ‘timely’. The ‘top notch’ and ‘excellent’ service is provided with ‘good judgment’ and at ‘reasonable rates’. Key clients include Centre Partners Management, Court Square Capital Partners, Graham Partners, GS Capital Partners, Leeds Equity Partners, One Equity Partners and distressed fund Versa Capital Management. Recent headline deals include advising Centre Partners portfolio company Connors Bros on the $980m sale of a series of operating subsidiaries, including Bumble Bee Foods, to Lion Capital. In the restructuring space, the firm represented key client Versa Capital in connection with its going-private acquisition of Canada-based Allen-Vanguard. Lead partners include Philadelphia’s chief executive officer-elect Daniel O’Donnell, and chair of the corporate and securities group Henry Nassau. Fellow Philadelphia partners Carmen Romano and Geraldine Sinatra, and New York partners Charles Weissman and the ‘highly recommended’ Mark Thierfelder, are all well reputed.
Another middle-market-giant, Morgan Lewis is ‘excellent on all levels’, ‘very knowledgeable’, ‘not afraid to stray from cookie cutter deal structures’ and ‘cost effective’. Clients also commend the broad resources and expertise within the firm, allowing it to provide a genuine full-service to private equity clients. The firm is also making headway in higher-value deals, notably acting for Apollo Global Management in its $1bn acquisition of CKE Restaurants. In addition, distressed deals account for a handsome portion of the practice. Amongst other notable deals, the firm completed a series of transactions on behalf of cornerstone client Sun Capital Partners including its acquisition of Big 10 Tire Stores out of bankruptcy and its reacquisition of control of Real Mex Restaurants. Key clients include Sun Capital, One Equity, Apollo Management, Gores Group, HIG Capital and Arsenal Capital. The firm covers a range of industry sectors, including life sciences, retail, distribution, manufacturing, technology and financial services. With undoubtable East Coast strength, the firm has a large contingent of private equity specialists in New York, Philadelphia and Boston, while building a presence in San Francisco, Palo Alto and Los Angeles. The firm is strong in Europe and is also experiencing a rise in private equity activity in Asia. New York-based Ira White and Alec Dawson, who is ‘very thoughtful and reliable’, David Gerson and Barbara Shander in Philadelphia, and Pittsburgh’s Ryan Davis have excellent reputations.
Shearman & Sterling LLP has continued to develop its standing in the private equity sector, with a particularly strong record in cross-border and multi-jurisdictional transactions. The firm is ‘excellent on all fronts’ according to clients and has enabled it to build an immensely broad client list that includes Allianz Capital Partners, Avenue Capital, Bain Capital, Carlyle Infrastructure Partners, CVC Capital Partners, Francisco Partners, Investcorp, Ripplewood, TPG and Warburg Pincus. The firm has recently closed a series of transactions on behalf of BAML Capital Partners (the private equity arm of Bank of America), including its acquisition of Strategic Partners and its purchase of a majority stake in Provo Craft and Novelty Inc from Sorenson Capital. New York-centered Robert Katz was the lead partner on both deals. The firm is also making good progress on the West Coast, acting for Symphony Technology Group in its $300m sale of The Capital Markets Company to Fidelity National Information Services, and representing Vector Capital on its $125m bid for Trafficmaster. San Francisco’s Steve Camahort is commended by clients for his technical knowledge, while fellow San Francisco partner Michael Kennedy is ‘outstanding’, a ‘brilliant negotiator’, ‘problem solver’ and ‘trusted counsel’. New York’s Stephen Besen is highly regarded for cross-border deals.
Skadden, Arps, Slate, Meagher & Flom LLP may not have the same intense focus on the private equity sector as some of its leading Wall Street rivals, but its unrivalled M&A experience has led many top buyout funds to instruct the firm on their most challenging deals, including Blackstone, Avenue Capital Group, The Gores Group, TPG Capital, Fortress Investment Group and Vulcan Capital. Big ticket highlights included representing a Blackstone led consortium on the $17.6bn acquisition of Freescale Semiconductor back in 2006. The firm has been particularly successful in Asia, where it advised Blackstone and Capital International as lead investors in the $600m acquisition of Dili Group. The firm also represented Carlyle Asia Pacific Buy-Out Fund II in its sale of a 49% stake in Yangzhou Chengde Steel Tube. In Europe, the firm has built a strong connection to Doughty Hanson. New York-based Eileen Nugent is the firm’s most recognised private equity expert in the US.
As one of Wall Street’s elite firms, Sullivan & Cromwell LLP represents some of the most active players in the private equity industry including Apollo, Ares, CVC Capital Partners, Rhône Capital and Silver Lake Partners. The firm has also completed bulge-bracket deals on behalf of JC Flowers & Co and Warburg Pincus. In July 2010, the firm represented Colony Capital on its $1bn acquisition (alongside General Atlantic) of First Republic Bank from Bank of America Corporation. Later in the year, it advised Warburg Pincus on its $139m investment in Sterling Financial. On the sell side, the firm represented NBTY on its $3.8bn acquisition by Carlyle. The team also benefits from having a powerful leveraged finance group, as well as strong antitrust and regulatory expertise. The firm’s senior chairman Rodgin Cohen and New York-based Mitchell Eitel are renowned for their expertise in financial institutions investments and buyouts. Los Angeles-centered Alison Ressler and New York’s Richard Pollack co-head the private equity group.
White & Case LLP has emerged out of the middle-market and now represents numerous houses that have well over $1bn of funds under management. It also has a genuinely leading global practice, acting for a range of funds outside the US including UK-based giant CVC Capital Partners. The firm’s longstanding connections to major financial institutions, has enabled it to act for numerous former bankers that have established or moved over to private equity houses. The firm also retains its excellent financing credentials and this is frequently deployed in significant private equity transactions. In addition, its excellent bankruptcy practice has enabled it work on numerous acquisitions out of insolvency. Despite having a strong energy focus, the firm handles deals that stretch across a range of industries. In 2010, it represented sovereign wealth fund Qatar Holding on its $2.72bn investment into Banco Santander Brasil. It also acted for CVC portfolio company Pilot Travel Centers on its $1.2bn acquisition of Flying J’s core travel plaza and truck stop businesses; at the time, Flying J was under Chapter 11 bankruptcy protection. HIG Capital, Trilantic Capital Partners, One Equity Partners, Harvest Partners and Starwood Capital are also clients. New York-based John Reiss, William Wynne and Oliver Brahmst are all highly recommended.
Willkie Farr & Gallagher LLP has a distinct focus on private equity in the US and Europe, and represents some of the biggest names in private equity such as Centerbridge Capital Partners, Warburg Pincus, Bain Capital and PAI Partners. In 2010, the firm represented Warburg Pincus on its $3.4bn acquisition, alongside Silver Lake, of Interactive Data Corporation. It also advised Centerbridge Capital Partners on its acquisition of the resort finance business of GMAC Commercial Finance. Notably, the firm has made real progress in Europe, with the Paris office acting for clients such as Bain Capital and Oaktree Capital Management, and the Frankfurt office advising names such as AXA Private Equity and 3i. New York-based Steven Gartner is widely recognised for his work on behalf of Warburg Pincus.
Choate, Hall & Stewart is a relatively small Boston-based firm, but private equity accounts for a major proportion of its revenues. The firm focuses on the middle-market, with a particularly strong record in healthcare and technology deals, but also broader sectors such as media. Key clients include Summit Partners, Avista Capital Partners, Riverside Partners, Spectrum Equity and Windjammer Capital. The firm has completed a number of deals outside of the US, most notably in Canada, where its record is unrivalled. Other transactions in the UK, Ireland, Australia and Mexico, illustrate the sheer breadth of the practice. In June 2010, the firm represented Spectrum Capital and Bain Capital portfolio company iPay Technologies on its $300m sale to Jack Henry & Associates. Later in the year, the firm advised Riverside Partners on its acquisition of Tech Valley Communications. Co-chair of the private equity group Stephen Cohen has a strong profile within the industry, along with fellow co-chair Brian Lenihan and Thomas Murphy.
Despite the departure of key name Ronald Cami to become TPG’s general counsel, Cravath, Swaine & Moore LLP still has a distinguished record in the private equity arena. Unlike many of its Wall Street peers, it entered the market a little later, but was immensely successful in acting for the private equity arms of investment banks and hedge funds. In recent years, it has represented DE Shaw & Co, KKR Private Equity Investors (Independent Directors), PAI Partners, Perry Capital, RHJ International SA and Trilantic Capital Partners. The firm has also made an impression in the creation of publicly listed funds. It helped transform RHJ International from a private equity fund into a public company, and worked on its $904m listing on the Eurolist by Euronext Brussels. None of the firm’s partners focus principally on private equity, but that does not detract from its capabilities in this area.
Naturally inhabiting the middle-market, but making the most of its leading regulatory credentials in Washington DC, Hogan Lovells US LLP now has a real presence in the private equity sector. The firm represents some of the major buyout funds in connection with transactions involving highly regulated industries, including life sciences, telecoms and defence. It should be noted that on larger transactions, the firm is more regularly brought in principally as regulatory counsel. Even so, the firm’s growing volume of middle-market work, makes it one of the most active in the US, including acting for KRG Capital, one of the most dynamic private equity houses in the middle-market. Outside of the US, it has an active practice in western Europe, Russia and the Middle East. Other clients include ACON Investments, ABS Capital Partners, Norway-based Herkules Private Equity and Relativity Capital. Lead partners include Washington DC and London-based Jeffrey Hurlburt, Denver’s George Hagerty and Robert Welp in Northern Virginia.
With a distinct focus on the middle-market, New York’s Kramer Levin Naftalis & Frankel LLP has also become well known for its work in the distressed environment. Clients include Altitude Capital Partners, Fortress Investment Group, Perella Weinberg Partners, Stone Point Capital and York Capital. The firm also advised Stone Point Capital on its co-investment, alongside General Atlantic, in Pierpont Securities. Howard Spilko is the firm’s most high-profile private equity name, while Thomas Molner is recommended for distressed deals.
McDermott Will & Emery LLP concentrates primarily on the middle to upper-middle-market with deals ranging up to some $1bn. It has a particularly strong record in the healthcare sector. Clients applaud the firm’s efforts to understand their business and ‘bring that understanding to each transaction’. The firm has ‘smart attorneys’ who are ‘savvy negotiators’ and ‘problem solvers’. Clients also praise the rounded service provided by a deeper team of tax, employee benefits, antitrust and IP experts, this is in addition to a solid funds formation practice. One client says that ‘you not only get quality legal representation but you get a business partner’. The firm’s Chicago headquarters holds the largest concentration of private equity expertise, while the New York and Miami offices also impress, the latter with its work for HIG Capital. Other key clients include Baird Capital Partners, Bayside Capital, Glencoe Capital, Riverside Partners and Westshore Capital. Highlight deals included representing HIG Capital in connection with its acquisitions of The Higher Gear Group, Lipo Chemicals, First Capital Holdings and Albertville Quality Foods. The firm also represented Baird Capital Partners on its acquisition of NAC Marketing Company. Key partners include Chicago’s Laurence Bronska, who has ‘excellent legal knowledge and expertise’ and ‘strong attention to detail’, Andrew McCune, Brooks Gruemmer, Mark Harris and Scott Williams, who provides ‘first class advice’ and is ‘really savvy’. Boston-based Mark Stein is also recommended.
O’Melveny & Myers LLP maintains a strong record in the private equity environment, with notable expertise on both the East and West Coast. In Los Angeles, John Laco heads the office’s transactions group and represents clients such as Beachpoint Capital, American Capital and Ontario Teachers’ Pension Plan Board. New York and San Francisco-centered Paul Scrivano advises clients including Apollo Management, ONCAP Management Partners, Palo Alto Investors, and JER Partners. The firm has completed a series of deals on behalf of Apollo in recent years, including its $1bn investment in NCL Corporation and its acquisition of Regent Seven Seas Cruises in 2008. The firm’s London office also impresses clients, as do its partners in Asia.
Paul, Hastings, Janofsky & Walker LLP has a lengthy history in the private equity industry, most notably on the West Coast. With a focus principally on the middle to upper-middle-market, it has represented some of the most prestigious private equity houses around. In recent years, the firm has advised many of these in connection with their investments in Chinese real estate. Healthcare, technology, telecoms, defence and aerospace are other key industries. In December 2009, the firm represented Apax Partners on its sale of Spectrum Laboratories to Welsh, Carson, Anderson & Stowe after a competitive auction process. At the end of 2009, the firm also represented Madison Capital Partners on its acquisition of Filtran from SPX Corporation. In 2010, the firm significantly enhanced its Chicago and national private equity practice with the hire of eight senior lawyers from Greenberg Traurig LLP and Katten Muchin Rosenman LLP, including Paul Quinn, the former head of Greenberg Traurig LLP’s Chicago corporate practice. Los Angeles-based Robert Miller and Orange County’s William Simpson are the firm’s key names on the West Coast.
Building on its magnificent standing in the funds industry, Schulte Roth & Zabel LLP has created a genuinely significant transactions practice, acting for some of the biggest names in the sector. Clients include Veritas Capital, Cerberus Capital Management, Castle Harlan and Marlin Equity Partners. During the economic downturn, the firm has continued to work on some substantial transactions, including representing New York’s Veritas Capital on its $815m acquisition of Lockheed Martin’s Enterprise Integration Group. The firm also advised Cerberus on its acquisition of Boston-based Caritas Christi Health Care, through Cerberus’s newly formed affiliate Steward Healthcare System. Amongst other notable deals, the firm represented Castle Harlan on its $200m acquisition of Pretium Packaging. Senior figures in the department include Marc Weingarten, Robert Goldstein and Stuart Freedman, who recently rejoined the firm after serving as president of a leading investment firm.
Vinson & Elkins L.L.P. has employed its energy sector expertise to great effect in respect of representing major private equity sponsors. Some of the world’s largest private equity funds now turn to the firm for their energy, power and infrastructure investments and acquisitions, including sponsors such as TPG, KKR and Warburg Pincus. Energy, power and infrastructure focused houses such as Riverstone Holdings and Global Infrastructure Partners are also regular clients. Distressed investor Lonestar is another key client, while the firm has worked with sovereign wealth funds such as China Investment Corporation (CIC). TPG, in particular, has become a blossoming relationship, with the firm representing it on its $500m control investment in Houston-based Valerus Compression Services. In 2010, the firm also advised Riverstone Holdings on its equity commitment to biomass renewable energy company Intrinergy Holdings. Houston-based head of M&A and private equity Keith Fullenweider is highly recommended, as are co-head of the corporate department Scott Wulfe and Dallas partner Winston Oxley.
Venture capital and emerging companies
Index of tables
Venture capital and emerging companies
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Leading lawyers
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- 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 Mendelson Latham & Watkins LLP
- David Redlick WilmerHale
- Bill Schnoor Goodwin Procter LLP
- Larry Sonsini Wilson Sonsini Goodrich & Rosati
Silicon Valley titan Cooley LLP is known, along with rival Wilson Sonsini Goodrich & Rosati, for handling the greatest volume of venture financings in the US. The firm has a leading biotech and life sciences practice. In 2010, it represented Cypress Bioscience on its $255m sake to Ramius and Royalty Pharma. Beyond the medical devices and biotech industry, the firm has successfully created a wide ranging venture capital and emerging company practice. This includes IT and a rapidly expanding clean technology practice. In 2010, the firm advised Compellent on its $960m acquisition by Dell. The firm also recently represented the underwriters on LinkedIn’s proposed initial public offering (IPO). It has an impressive record in growth company IPOs. On the clean technology front, the firm further enhanced its credentials in 2010 through the recruitment of Washington DC partners Thomas Amis and Nik Patel from Alston & Bird LLP. Amis has become co-chair of the clean energy and technologies department, alongside the highly reputed James Fulton in Palo Alto. Silicon Valley remains the firm’s focal point, but it is rightly regarded as a Californian giant with a growing reputation in Washington DC and Northern Virginia, as well as in the key growth company market of Boston, where it has successfully become one of the leading names in life sciences. Major clients include Adobe Systems, Applied Materials, Cisco Systems, eBay, Menlo Ventures, Norwest Venture Partners, Quest Software, Redpoint Ventures and Venrock Associates. Other key partners include Palo Alto-based head of the venture capital practice Craig Dauchy, head of the technology transactions department Adam Ruttenberg, and the seasoned emerging growth companies and venture capital specialist Mark Tanoury, who has a ‘great reputation’.
From its Silicon Valley headquarters, Wilson Sonsini Goodrich & Rosati is recognised throughout the world for its mighty practice, which continues to represent some of the most successful names in this sector. It has taken a number of companies from the start-up stage to becoming a worldwide giant, and has worked for many of the leading venture funds, including Sequoia Capital, Lightspeed Venture Partners, Worldview Technology Partners, Pacific Biosciences, Luxim, Corefino, Apple, Google and Sun Microsystems. While Silicon Valley remains its headquarters and spiritual home, it has built a formidable national practice, with particular strength on the West Coast through its additional offices in Seattle, San Francisco and San Diego, while its Austin (Texas), Washington DC and New York offices are also making considerable progress. On the global front, it has an intense focus on China, and in 2010 launched a new office in Hong Kong, to work alongside its well-established Shanghai branch. The firm also enhanced its life sciences and clean technology practices in 2010, when Michael Rabson rejoined the firm’s Palo Alto office after a spell as general counsel and senior vice president of Cytokinetics. Founding partner Larry Sonsini is the grandee of the growth market and continues to represent many Silicon Valley headquartered companies that have become global giants. Palo Alto-based chief executive officer Steven Bochner is also widely commended within the entrepreneurial and venture capital community. Jeffrey Saper is another senior name who has worked on a number of landmark deals, while David Segre has a ‘great reputation’, and founding partner of the Austin office Paul Tobias is a ‘great guy’ and a ‘great lawyer’.
DLA Piper LLP is in the ascendancy, having recruited the highly reputed Curtis Mo from WilmerHale’s Palo Alto office in 2010. Mo has a wealth of emerging company clients and venture fund relationships. This ‘game changing’ move now gives the firm genuine credibility in Silicon Valley, and an even more solid national and global footprint. The firm is now considered a leader in clean technology (particularly solar energy), software and internet, while life sciences and biotech is another key area. Clean technology is a global focus of the firm and it clearly benefits from having a potent energy practice in Houston. Clients find its ‘global footprint’ a compelling factor, and praise its ‘very strong attorneys’, who are ‘hard working’, ‘extremely responsive’, ‘cost-efficient’ and ‘well-attuned to the market place’. Aside from the aforementioned Mo, the firm has a vast array of senior talent including Austin and Palo Alto-based Paul Hurdlow, renowned for his expertise in the software, semiconductor and gaming industries, and Austin managing partner Jim Montgomery. The firm now has a major market share of venture financings in the San Diego region, with Randy Socol and David Young to the fore. Other lead partners include Seattle’s John Steel, Atlanta-based Jeffrey Leavitt and Jeffrey Lehrer in the Northern Virginia office. Venture fund clients include Ignition Partners, Qualcomm Ventures, and Northern Lights Capital Partners. Growth company clients include national and global phenomenon Groupon, WhaleShark Media, Scivantage, and new start-up Smooth Stone.
Silicon Valley-based Fenwick & West LLP is principally located on the West Coast with further offices in San Francisco, Seattle and Boise (Idaho), but the firm’s workload is genuinely national and international in nature, thanks to clients such as Facebook and Twitter, and venture capital and private equity names such as Elevation Partners, Warburg Pincus and Kleiner Perkins Caufield & Byers. The firm is frequently engaged in headline and seminal deals in the growth enterprises and venture capital arena. In 2010, it advised content control and network security company SonicWall on its $717m acquisition by an investor group led by Thomas Bravo. Much of the firm’s work is on the company side and historically in the IT sector, but has diversified into digital media, clean technology and alternative energy, and life sciences and biotech. The firm’s full-service approach is also frequently in evidence, with departments such as intellectual property and litigation being pivotal to the firm’s success in these sectors. The firm is awash with senior talent with some 30 partners that are dedicated to early-stage growth companies. Celebrated chairman Gordon Davidson has a ‘stellar reputation’, and chair of the corporate division Richard Dickson is equally impressive. Ted Wang is a leader in the digital media industry, and his clients include Facebook, Groupon and Twitter. Mark Stevens also represents a number of digital media clients, as well as venture capital and private equity funds.
Goodwin Procter LLP successfully built-out its West Coast practice in March 2010 with the hire of leading figure Anthony McCusker and Craig Schmitz from Gunderson Dettmer LLP, and up-and-coming partner Caine Moss from Wilson Sonsini Goodrich & Rosati to its Silicon Valley office. The Boston-based firm is now genuinely strong on both the East and West Coast and has dramatically enhanced its connections to influential venture funds and entrepreneurs. The firm also maintains a leading funds formation practice in Silicon Valley. It consolidated its leading position in its Boston heartland when it recruited Christopher Austin, the former head of technology and venture capital at Ropes & Gray LLP. The firm now has over 160 lawyers who handle early-stage, venture and technology deals. It represents over 500 emerging companies and entrepreneurs, and 200 venture capital and private equity firms. The firm has an unrivalled national life sciences practice, as well as being strong in healthcare, IT, internet and digital media. Clients include Braemar Energy Ventures, Sequoia Capital, VantagePoint, Spark Capital, Evergreen Solar, Rapid7 and Oasys Water. The firm recently advised Integrated Diagnostics in its $30m Series A Convertible Preferred Stock financing, and simultaneous acquisition of Homestead. Clients regard the firm as ‘first class’ and ‘best in the business’ and praise its ‘expertise’, ‘knowledge’, ‘precision’ and ‘execution’. Boston’s John Egan and Bill Schnoor co-lead the practice, alongside Silicon Valley’s Anthony McCusker.
Despite losing Anthony McCusker and Craig Schmitz to Goodwin Procter LLP in March 2010, Gunderson Dettmer LLP still maintains a senior echelon, featuring founding partners Robert Gunderson, a big name venture capital attorney, and Scott Dettmer, a well known venture and IT lawyer. The firm was created to serve the emerging growth company market and now represents over 1,200 technology companies at every stage of development. Although closely associated with Silicon Valley where it is headquartered, the firm has invested heavily into its national network, with further offices in Boston, New York and San Diego. It recently worked on Alimera Sciences’s IPO, advised on the sale of five companies to Google, and acted on the sale of companies to Areva, Apple, Dell and Microsoft. Amongst these deals, it represented ITA Software on its sale to Google, Sentillion on its sale to Microsoft and Scalent on its sale to Dell. Notable further clients include Ariba, Selectica, Qlik Technologies, Alimera Sciences, Foursquare and Tweetdeck. Other key partners include New York’s Kenneth McVay, Silicon Valley fund formation specialist Steven Franklin and Asia transaction expert Bennett Yee.
Latham & Watkins LLP remains closely attuned to its West Coast roots and the growth enterprise and venture capital market. With its strength in Silicon Valley, Southern California and its national and international network, it represents clients from their inception as venture-back start-ups through to becoming established global brands. The firm has a particularly strong record in advising growth enterprises on their public offerings. In 2010, the firm advised on 13 out of 46 venture-backed IPOs in the US, equating to some 25% of the entire market. This includes the IPOs of biofuel and pharmaceutical company Codexis and digital media company Demand Media. The firm also advised OncoMed Pharmaceuticals on its landmark strategic alliance with Germany’s Bayer Schering Pharma. The firm remains particularly active in technology, life sciences and clean technology. A further illustration of its global power was its advice on three clean technology IPOs by Chinese companies during 2010. China Ming Yang Wind Power Group listed on the New York Stock Exchange, while Trony Solar Holdings Company and China Suntien Green Energy Corporation listed on the Hong Kong Stock Exchange. Silicon Valley partners Alan Mendelson and Patrick Pohlen are co-chairs of the emerging companies group, with the former recommended for life sciences work and the latter leading the way in the clean technology sector. Other key clients include venture funds Benchmark Capital, CMEA Ventures, Skyline Ventures and VantagePoint, and growth enterprises Adobe Systems, OpenTable.com, Yahoo! and Facebook.
Orrick, Herrington & Sutcliffe LLP represents six of the top ten tech companies in the US, including Oracle, Cisco, Facebook, Apple and Microsoft. Worldwide it represents some 800 growth enterprises. Clients commend the ‘outstanding service’, ‘great responsiveness’, ‘technical expertise’ and ‘good business judgment’ of the team. The firm has a burgeoning IPO practice on behalf of emerging growth companies, closing the offerings of SemiLEDs and SodaStream in 2010. It is also at the forefront of the clean technology sector with Silicon Valley-based Mitchell Zuklie ‘well regarded in the clean technology space’ and ‘often seen as the go-to guy for these kind of companies’. The clean technology practice includes clients such as AltaRock, BrightSource Energy, LS9, Nanosolar and OPOWER. The firm has also represented investors in clean technology transactions including Applied Ventures, Battery Ventures, Bessemer Ventures and Kleiner Perkins Caufield & Byers. Standout deals included First Solar’s $285m acquisition of NextLight Renewable Power and Recurrent Energy’s $305m acquisition by Sharp. Much of the practice is centred in Silicon Valley where Don Keller heads the national corporate group. Fellow Silicon Valley partners John Bautista and Alan Talkington, who is ‘really spectacular’, are also recommended.
WilmerHale has a leading practice on the East Coast, particularly in the key growth enterprise market of Boston and nearby Waltham. On the West Coast, it was hit by the departure of key partner Curtis Mo to DLA Piper LLP in 2010, but retains a solid presence there and has a global business that few of its direct rivals can match. Clients highlight the ‘responsiveness’, ‘breadth of expertise’ and ‘experience’ within the team. The ‘top notch’ firm delivers a ‘level of service’ that is ‘of the highest quality’. The firm is widely recognised for its expertise in life sciences and biotechnology, while clean technology (including biofuels) is a growth area for the practice. Clients include A123 Systems, Achillion Pharmaceuticals, ActiFio, Airvana, Casa Systems, MPM Capital and Khosla Ventures. In 2010, the firm advised leading clean technology focused venture capital firm Khosla Ventures on ten financing transactions including for Calera Corporation (green cement), Gevo (biofuels), Nordic Windpower (utility-scale wind turbines), Seamicro (energy efficient data centers), Skybox and Stion (solar photovoltaics). Chair of the venture capital group Michael Bain is based in Waltham. Amongst the team is Boston-based IT, software and internet expert David Westenburg, who is commended for his ‘responsiveness’, ‘excellent client service’, ‘incredible knowledge’ and ‘unparalleled experience’. Boston-based life sciences specialist David Redlick is also recommended, as is Silicon Valley’s Peter Buckland.
Morgan Lewis has a strong presence on both the West and East Coast, through its key offices of Princeton, Pittsburgh, Philadelphia and Palo Alto. The firm has a particularly fine record in life sciences and energy (including clean technology). It also has a leading funds formation practice. Clients praise the firm’s ‘strong business acumen’, its ‘excellent’ response times, and for being ‘sensitive and adaptable to the needs of the client in a particular situation’. Clients acknowledge the firm’s ability to ‘grasp the key business drivers’ in a given deal and ‘translate that understanding into legal strategies and positions that both advance the client’s interests and contribute to successful transactions’. Firm-wide, it represents more than 800 emerging business and technology clients and has amounted nearly $5bn in venture financings since 2006. Recent highlight deals include advising Alpha and Omega Semiconductor Limited on its IPO, and representing Better Place on a $350m venture financing, one of the largest clean technology investments ever made. Active clients also include CGT Semiconductor, SanDisk, Autonomy, Octagon, Profectus Biosciences, Kleiner Perkins Caufield & Byers, Care Capital and Valeritas. Princeton and Philadelphia partner, and co-manager of the emerging business and technology practice, Steven Cohen is ‘very bright’, ‘agile’ and ‘adept at integrating the client’s business needs into the proper legal framework’. Co-manager of the department and Palo Alto partner Thomas Kellerman is responsible for many of the firm’s most noteworthy recent deals, while Philadelphia’s Stephen Goodman is recommended for emerging technology and life sciences work companies. Pittsburgh-based Eric Kline is also a prominent name.
With a massive presence in California and considerable credibility nationally and internationally, Morrison & Foerster LLP is a key player in the emerging company and venture capital sector. The firm is consistently applauded for its work in the technology and life sciences environments. The firm worked on four of the top five medical device venture financings in the first half of 2010, including the $64m financing of Intuity Medical and the $44.5m financing of TearScience. Clients praise the ‘very valuable and good counsel’, and the ‘very responsive’, ‘timely’ and ‘knowledgeable’ attorneys. The firm provides an ‘excellent service’ thanks to its ‘industry experience’ and ‘business acumen’, which are ‘second to none’. Clients recognise the genuine full-service approach of the practice, delivering ‘first rate’ and ‘top notch’ advice across the firm. In past three years, the firm completed nearly $2bn in venture financings. Lead partners include Jay de Groot in San Diego, Palo Alto-based head of the West Coast team Suzanne Graeser, who is ‘absolutely great’, ‘more than a lawyer’, and ‘very responsive’, Palo Alto’s Stephen Thau, Susan Mac Cormac, who head the life sciences and clean technology departments respectively, and Palo Alto’s Timothy Harris, who is a recognised expert in high-technology. The ‘extremely knowledgeable’, ‘experienced’ and ‘responsive’Charles Katz heads the East Coast team from the Northern Virginia office.
With its headquarters in Los Angeles, O’Melveny & Myers LLP naturally has a more intense focus on the West Coast emerging company and venture capital environment. Even so, it is one of few firms that have successfully transported a powerful practice to the East Coast. The firm has a particularly fine record in IT, software and internet advice. Its success in this sector is illustrated by the number of key clients that have risen from start-up status to major global brand. Led by Silicon Valley-based Steve Tonsfeldt, the firm represented Yahoo! on its acquisition of Citizen Sport and its purchase of online publishing platform Associated Content in 2010. Tonsfeldt also led the team that advised Slide on its $228m acquisition by Google, while fellow Silicon Valley partners Paul Sieben and Warren Lazarow represented Like.com on its sale to Google. Other clients include Insight Venture Partners, International Game Technology, Microsemi and Western Digital. Life sciences expert Sam Zucker is also recommended.
The ‘exceptional’ Pillsbury Winthrop Shaw Pittman LLP is ‘responsive’, ‘proactive’ and provides a ‘first class service’. Having deep roots in the San Francisco and Bay Area, the firm is ‘in-tune’ with the needs of fast-growing tech businesses and is ‘knowledgeable’, ‘effective’ and ‘cost effective’. Much credit for the firm’s leading credentials should go to eminent technology specialist Jorge Del Calvo, who heads the venture capital practice. Clients include Genius.com, Tilera, Coulomb Technologies and IDG Ventures. The firm recently represented Genius.com on its Series D financing and Tinera on its Series C financing. The firm has also represented IDG Ventures on a sequence of deals. Over the years, the firm has worked on a number of IPOs on behalf of growth enterprises. It is particularly well-known for its work in the semiconducor, biotech, internet and communications sectors. Other key partners include Tom Thomas in Palo Alto, Northern Virginia partner Craig Chason, Ronald Fleming, who is ‘very strong on legal elements as relates to business issues’ and ‘very effective in helping us achieve favorable terms’ in New York, San Diego’s David Snyder and Christian Salaman, who is ‘young and energetic’ and ‘has the skills and knowledge of a much more experienced attorney’.
Though better known for its private equity work, Choate, Hall & Stewart continues to handle a high-volume of equity financings and growth equity deals for start-ups and growth enterprises. Technology and life sciences are its core sectors, with Stephen Cohen, Brian Lenihan and Thomas Murphy covering mainstream private equity deals, growth equity and classic venture capital financings. In 2010, the firm represented Summit Partners on a series of growth equity investments, including in Apocell, Wildfire Interactive, and Accedian Networks.
Edwards Angell Palmer & Dodge LLP confirmed its commitment to the emerging companies environment in 2010, by launching its Helping Innovators Thrive programme. It is this focus on the sector that leads clients to describe the firm as ‘excellent’ and ‘outstanding’, with one client awarding it ‘10/10 for expert counsel’. The firm has a particularly strong record in the life sciences and biotechnology environment. In 2010, the firm represented MPM Capital and New Enterprise in a Series A financing by Rhythm Pharmaceuticals. It also advised Cequent Pharmaceuticals on the issuance of Series A-1 preferred stock to existing investors and new investors. In addition, it advised Novartis Bioventures on a Series A investment in Euthymics Bioscience. Other clients include Battelle Ventures, Brightspark Capital, Fidelity Biosciences, Oxford Bioscience Partners and SV Life Sciences. Boston is the centre of the firm’s emerging company and venture capital practice where co-chair of the department Jim Barrett is commended for his ‘attention to detail’ and ‘management of the team’.
With a strong standing in life sciences, Foley Hoag LLP has created a broad practice that has embraced technology and clean technology with considerable success. In January 2011, the firm further enhanced its life sciences department by hiring Boston partner Hemmie Chang from Ropes & Gray LLP. Its emerging company and venture capital expertise is largely located in Boston and nearby Waltham. Clients include Soltage, Boston Community Capital, Polaris Venture Partners, AdAstra Venture, TVM Capital, Still River Funds and CommonAngels. David Broadwin heads the emerging enterprise center from the Waltham office, while Boston partner David Pierson leads the venture capital and emerging companies practice group.
Jones Day has made considerable progress in the venture capital and emerging companies space over the last ten years. Much of the growth has been in California, where the firm further enhanced its presence by hiring Tim Curry from O’Melveny & Myers LLP in 2010. Silicon Valley is its principle location for venture capital and emerging companies work, while San Francisco, San Diego, Atlanta, Cleveland and Dallas also play anchor roles. The department is also backed by the firm’s large IP practice. Indeed, clients highlight the broad suite of services that the firm is able to supply, provided in a ‘practical’ and ‘cost effective’ manner. The team also ‘lacks the arrogance of many of its peers’. Key industry areas include software, internet, gaming, clean energy and life sciences. Standout partners include Dallas partner Stephen Fluckiger, Palo Alto’s Tim Curry, Robert Clarkson and renewable energy specialist Todd Johnson, and department head John Saada in Cleveland. Clients include Explorys, Primus Capital Fund, JumpStart, Adam Street Partners, and Maverick Capital for which Stephen Fluckiger advised on a series of deals in 2010.
McDermott Will & Emery LLP covers the key emerging company markets with considerable assurance. Established teams in Boston, Silicon Valley and San Diego have enabled the firm to make significant progress in this sector. The firm represents both investors and issuers in investments ranging from seed and first round venture financings to later stage investments. The firm has a particularly standout record in healthcare and life sciences, energy (including renewables and alternative energy), and technology and internet. It has a 20-lawyer team in California, covering north and south, while the Boston office has a long-established record of advising start-ups emerging from the technology community surrounding Dartmouth College in New Hampshire. Clients include Advanced Bionics Holding, Akela Pharma, Artemis Capital Partners, Healthways, Oxford Bioscience Partners, Plaxo, SV Life Sciences and Verifier Capital. Amongst a long list of standout transactions, the firm advised SV Life Sciences and Bain Capital on their control investment in The Corner Pharmacy. Key partners include Silicon Valley-based Mark Mihanovic and Kyle Guse, and Peter Townshend in San Diego. In Boston, Mark Stein is ‘always available’, a ‘problem solver’ and ‘very business savvy’.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has a strong focus on life sciences, technology, digital media and telecoms. In December 2010, it advised Mission Ventures and Columbia Capital Equity on its $12m Series C financing of Access 360 Media. Amongst a number of high-profile life sciences transactions, it represented Dicerna Pharmaceuticals on two Series B financings, including one of $25m. While much of the firm’s expertise is on the East Coast, principally Boston, it has made progress on the West Coast, through its offices in Palo Alto, Los Angeles and San Diego. Boston-based chair of the biotechnology practice Jeffrey Wiesen has an excellent reputation, as does fellow Boston partner and co-chair of the venture capital and emerging companies group Lewis Geffen.
Gibson Dunn is more of an investor side practice, with a particularly fine record in the gaming, medical device, clean technology and energy sectors. While many of its clients are based in the US, it frequently represents foreign investors, including a number from the Middle East. Much of the practice is centered in California. In Los Angeles, Bradford Weirick is to the fore, while in Palo Alto, Gregory Davidson and the immensely experienced Joseph Barbeau, have excellent practices. Recent highlight deals include advising Investcorp Technology Partners on taking an equity stake in CSIdendity. It also represented Rustic Canyon Ventures in its Series B investment in cloud-based video game producer Gaikai. On the energy side, it advised Mighty River Power on its $400m investment in Hudson Ranch Power. It has also completed a number of investments in solar companies.
K&L Gates has a considerable national practice, but remains closely associated with the Northwest, thanks to the immense record of the Seattle office. It continues to act for a number of prestigious emerging enterprises, some of which have become global names. It also represents a number of influential venture capital investors. The firm is also known for its cross-border and international practice, while established presences in key growth enterprise markets such as Orange County, Austin, Boston and Silicon Valley, further enhance its reputation. Seattle partners David Tang, who manages the firm’s Asia operations, Matthew Topham, Chris Visser and the immensely experienced Scott Greenburg are all highly recommended.
Lowenstein Sandler PC has exploited the growth of venture capital in the New York metro area. The firm is well entrenched in the venture capital arena and has a growing presence in Silicon Valley, where Kathi Rawnsley, a former acting general counsel of Intel Capital, is building the firm’s profile. The office was further enhanced by the arrival of Matt Kirmayer from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in November 2010. Outside of the US, the firm has completed deals in China, Australia, UK, Canada France, India and Latin America. Standout deals for the firm in 2010 included its advice to Investor Growth Capital on a clean technology investment worth in excess of $100m. Clients include Charles River Ventures, General Catalyst, Bessemer Venture Partners, ABS Ventures, Flybridge Venture Capital, Insight Venture Partners, LLR Partners, Intel Capital, First Round Capital and Velocity Interactive Group. The well-connected Edward Zimmerman in New York is chair of the firm’s tech group.
Atlanta-based Morris, Manning & Martin, LLP has an established practice in the dynamic emerging company sector in the Southeast region of the US, but has built a genuine national reputation. The technology practice accounts for a significant proportion of the firm’s business. Clients include Quofore, FX Bridge Technologies Corporation, FTRANS Corp, and River Cities Capital Funds. John Yates, David Calhoun and Ed Hirsch all have excellent reputations.
The ‘excellent’ Sheppard, Mullin, Richter & Hampton LLP is particularly strong in the technology and media sectors. While the firm represents some venture funds, it principally acts for emerging companies. The firm acts for a number of cable television channels as well as film production companies. M&A has been more prevalent for the practice of late, through Los Angeles-based David Sands and San Diego’s Michael Umansky, who is ‘always the smartest attorney in the room’, ‘has unparalleled understanding of corporate law’, ‘a great negotiator’ and ‘very detail-oriented’. The potent Californian practice is also strong in Santa Barbara and Orange County. The team recently advised Bison Capital Equity Partners in relation to its investment in Fyfe Group. The firm also has a strong production and production finance practice, and represented Legend Films in connection with a Series E1 financing, as well as a large convertible note and warrant financing.