The Legal 500

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’.