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Overview

The mood in East Coast tax practices in early 2011 was cautiously optimistic. Although the aftermath of the financial crisis continues to reverberate, strategic deals have returned to market. The firms included in this section range from the leading global firms to fairly modest regional partnerships. Each of the firms offers expertise and high service standards, whether across the board or in particular areas which are highlighted in the editorial. Clients should carefully consider their own requirements before instructing. While larger firms have the capacity to form multidisciplinary groups to handle complex, large scale instructions for international corporate clients, mid-tier and privately-held companies might find a more comfortable fit with one of the smaller firms mentioned, where partner involvement is often higher and, possibly the fees lower.

In the northern part of the Central Time Zone law firms mainly cluster in Chicago, the dominant financial and industrial centre of the Midwest, a region badly hit by the recession. Here, restructuring and insolvency linked instructions continue, although the tax practices of the larger Chicago firms have leveraged skills into national, and even international, practices to good effect. To the south, Houston and Dallas have become global legal centers for the oil and gas sector, with tax expertise to match, and the Texas airline and shipping hub has created a tax niche in the transport sector.

West Coast tax practices have experienced similar patterns to those in other regions, with deals returning to the market in the second half of 2010. Expertise in the region’s technology, entertainment, bio-pharma, and media businesses is now well developed and the larger West Coast firms address national and international markets in these sectors. The smaller firms listed are recommended by clients for expertise and high service standards; particular niches are mentioned in the editorial.

Employee benefits and executive compensation (EBEC) practices continue to expand. Since The Employee Retirement Income Security Act of 1974 (ERISA) was introduced, US law firms have increasingly addressed employee benefits as a separate area of practice, distinct from tax and labor law. As a separate development, executive compensation issues such as equity-incentives and other tax efficient elements of compensation packages, have increased demand for expert advice. Increased levels of M&A activity demand expertise from both disciplines. The latest developments include a demand for advice from compensation committees following the Dodd-Frank Wall Street Reform and Consumer Protection Act, which passed into law in July 2010.

In the EBEC area, there is no template to which practices conform, and potential clients should carefully consider the editorial coverage in deciding which practice group best suits requirements. The larger transaction driven firms tend to be biased towards compensation matters, and few deal with ERISA and healthcare issues except within transactions. A few firms, mostly Washington DC-based, specialize in benefits, and in particular complex ERISA fund restructuring, controversy and litigation. Between the two, some firms have built large departments which endeavor to cover the entire EBEC territory.

The tax groups mentioned within the financial products section work closely with finance departments on the most complex and cutting edge financial products. Recent instructions have been generated to a significant extent by the Global Financial Crisis (GFC) whether in the form of advice in restructuring and bankruptcy, or through transactions involving distressed assets. 2010 also saw the return of more activity in the hard hit asset classes of the securitized market.

With the return of strategic M&A transactions to the market, and a continuing need for advice in restructuring in the aftermath of the GFC, demand for international tax expertise has risen sharply. Lawyers also report that a greater proportion of M&A transactions involve cross-border issues. Combined with an increase in post-acquisition integration assignments from multinational companies, international tax groups have been busy, although senior lawyers remain cautious about the fragility of the global economy. Particularly active regions for cross-border work are Asia, and increasingly Latin America, where several global firms have now established offices.

The tax controversy section covers law firms with a significant dedicated group working in both federal and state tax controversy and administrative appeals. All the lawyers interviewed confirmed an increasingly aggressive approach by both federal and state tax authorities coupled with a willingness on behalf of their clients to contest disputed issues vigorously. The majority of firms emphasize that all efforts are made to avoid litigation, which is both expensive and uncertain in its outcome. The majority of firms accept only civil instructions and those firms which are prepared to act in criminal tax disputes are noted.


Domestic tax: Central

Index of tables

  1. Domestic tax: Central
  2. Leading lawyers

Leading lawyers

Kirkland & Ellis LLP’s tax group in Chicago, including EBEC lawyers, numbers some 45, the largest contingent in the firm- wide practice. Effective inter- office co-operation achieves national tax penetration by combining the strengths of the Chicago practice with those in New York and Palo Alto. Key practice areas within the wide offering include tax planning for private equity transactions and restructuring, and the firm is also very well placed in the airline sector. Team members are noted as ‘very smart, careful and usually highly responsive, they offer strong client commitment and good common sense. During 2010, Donald Rocap represented Swiss-quoted Aryzta AG in its acquisition of Fresh Start Bakeries and Great Kitchens for a combined $1.08bn in separate deals announced in June 2010. Todd Maynes and Gregory Gallagher led the team which obtained an IRS private letter ruling to support the prearranged bankruptcy of Charter Communications, the fourth-largest cable operator in the United States; the restructuring process reduced indebtedness by approximately $8bn. The highly recommended William Welke provided tax advice to CME, the world’s leading derivatives exchange operator, when CME aquired a 90% holding of the Dow Jones indexes business, valued at $675m. Other commended lawyers include Keith Villmow for transactions, Jeffrey Sheffield for business tax planning and transactions, and Bruce Gelman for REITS and real estate matters. Rachel Cantor is ‘really smart, diligent, and pleasant to work with’ and recommended for private equity. Current clients include American Airlines, Madison Dearborn Partners, General Motors, Tenet Healthcare and United Airlines.

Mayer Brown’s Illinois-based tax practice has achieved national and international penetration. The team handles far more instructions out of state and region than it does locally. Globally, the tax practice divides into two disciplines, tax transactions and tax controversy, and Chicago is extremely strong in both. The transactional and advisory expertise on offer includes complex tax-planning, as well as regional tax niches such as financing, bio-tech, pharma and life science corporate transactions, real estate, insurance and reinsurance. Restructuring assignments continue to occupy team members; in a recent representation, New York partner Jason Bazar joined Chicago senior counsel Timothy Sherck to represent True Temper Sports in connection with its complex Chapter 11 reorganization. A significant uptick in transactions, particularly those with an international element, flowed through into instructions such as James Barry’s representation of Transcanada in a $26bn joint venture with Exxon to build an Alaskan pipeline, and Thomas Bottomlee’s advice to Xe Services in the $200m disposal of Aviation Worldwide Services to AAR Corporation. Other strong practitioners in the Chicago group include William Levy, who advises a high volume of finance deals and has ‘a keen eye for detail and takes a wider perspective than most tax lawyers’; George Craven, who specializes in insurance company taxation, the tax aspects of financing, and inward investment to India; and Robert Kelman, recommended as a highly experienced corporate tax lawyer with the broad practice. Active or recent clients of the tax department include Caterpillar, Assured Guaranty, Brunswick Corporation, JPMorgan and Chicago Board of Trade.

Sidley Austin LLP’s Sharp Sorensen is head of the firm’s premier Chicago tax group and co-ordinator of the national tax practice. In addition to contributing a good deal of expertise to the firm-wide offering, the Chicago-based tax practice is respected in the region for its consistently high-quality tax advice, and has extremely good contacts with leading industrial and financial corporations. Clients commend effective team formation and appropriate staffing. The Chicago group has particular strengths in low income housing, railroads and state and in investment funds. Several partners practice widely in the insurance sector. Tracy Williams acts as federal and state tax counsel to the Property Casualty Insurers Association of America, and Suresh Advani led the team which represented insurance broker Aon Corporation through the merger of a subsidiary with human-resources firm Hewitt Associates; the aggregate equity of the deal, which closed in October 2010 was approximately $4.9bn. Lee Christie has represented various insurance companies and investment banks including Genworth, UBS, Nomura, Goldman Sachs and Credit Suisse in connection with insurance securitizations. Members of the group have also assisted in complex Chapter 11 reorganizations, including those for RH Donnelley Corporation, Smurfit-Stone Container and the Tribune Company.

Latham & Watkins LLP’s central zone tax offering now bridges both the north and south of the region. The Chicago transactional tax practice group of some 13 fee-earners, ‘good at handling complicated issues’, has been augmented by a team of two in the firm’s new, energy focused Houston office which opened early in 2010. In addition to contributing to the national practice, the Chicago tax lawyers have a strong mid-west reach with a broad base of clients in the city and several regional leaders. The regional coverage is comprehensive, strong in transactional work, planning and, more recently providing close support to the firm’s strong insolvency department. In Chicago, Joseph Kronsnoble advised Accuride Corporation through a complex debt restructuring, and Diana Doyle represented Accertify, a leading fraud-prevention provider on its sale to American Express. Other recommended lawyers include Stephen Bowen for complex planning and transactions, and Robert Goldman for his work in the healthcare and not-for-profit sectors. Timothy Fenn joined the Houston office from Vinson & Elkins L.L.P. to head the Texas tax team, and has since provided advice to Buckeye Partners, and Talon Oil & Gas, in connection with complex transactions. Other clients include Hyatt Hotels, Sagittarius Brands and INVISTA.

McDermott Will & Emery LLP’s origins as a tax specialist firm continue to resonate and the tax department has a large practice which attracts direct instructions, regionally, nationally and globally, and is not dependent upon servicing other departments. The Chicago-based tax lawyers, a well-balanced team of some 40 fee-earners, comprise the largest single group in the 100-lawyer strong, four sub-set US tax practice, which is also represented in New York, Los Angeles, Washington DC, Silicon Valley and Miami. Recommended lawyers include captive insurance expert Thomas Jones, who ‘handles complex tax issues with ease and strategizes both existing and future tax issues’, and Andrea Kramer, ‘a legal scholar’ who ‘has impressive expertise in the derivative products area’. Clients of the practice group include Abbott Laboratories, CNH Global, Costco, General Electric, Hallmark Cards, IBM, Procter & Gamble, Roche, Schneider-Electric and Stanford University.

Skadden, Arps, Slate, Meagher & Flom LLP’s Chicago tax practice group is ‘fantastic – user friendly, knowledgeable, and practical in advice’. Clients also comment that junior partners are used effectively and, consequently, that fee levels are very fair. With a strong client base in Illinois and the mid-west, members of the group also make a significant contribution to the national team. Recommended senior members include Louis Freeman, who ‘has exceptional tax expertise’, and clients note that ‘if tax lawyers had a Hall of Fame, John Rayis would be elected unanimously on the first ballot’. David Polster is ‘scary smart and adept at bringing solutions to difficult problems’; he recently provided tax advice to Canadian travel services provider and investor Intrawest, in its successful $1.7bn loan refinancing. Real estate sector expert David Levy advised Circuit City Stores through its Chapter 11 bankruptcy, including a $1.1bn debtor-in-possession financing and a $1bn liquidation. Nathaniel Carden focuses on transfer pricing and operational tax planning, and Maxwell Miller has a broad business-oriented advisory practice. Andrew Kenoe counseled BlackRock through its participation in the public-private investment program which was established under the Troubled Asset Relief Program (TARP). Practice clients include AutoNation, Level 3 Communications, Potlatch Corporation, VeraSun Energy and US Airways.

Baker Botts L.L.P.’s Texas tax lawyers are housed in the Houston and Dallas offices, and make a significant contribution to the firm-wide practice. Clients comment on ‘a quality of work that is unsurpassed, excellent response times and a very good business understanding’. Several partners have practices which incorporate corporate and finance law in addition to tax expertise. The tax practice sub-divides into four service sections: transactions, planning, controversy, private client advice, and employee benefits and compensation. The firm’s penetration of the energy and power sector has extended beyond deep expertise in oil and gas tax issues into renewables. Department chair Gregory Nelson recently led the team which represented East Resources in its $4.7bn sale to a subsidiary of Royal Dutch Shell; the sale included East’s natural gas and oil exploration and production operations and holdings in related businesses. Also in Houston, Stuart Schaffer is ‘outstanding and innovative in many respects’, and Benjamin Wells has ‘provides sound judgment in uncertain tax positions’. In Dallas, Stephen Marcus and Felicia Finston are recommended, and Donald Stephenson is commended for ‘a very high level of technical knowledge of airline industry issues’. Outside the central scope, Washington DC-based Tamar Stanley, who is frequently called in on Texas cases, is ‘an exceptional tax professional who thinks through complex tax issues in a thoughtful and creative manner’. Practice group clients include Halliburton, CenterPoint Energy, Dominion Resources and Reliance Industries.

Bracewell & Giuliani LLPranks high due to responsiveness and reasonable fees’. The group is widely spread geographically with three partners in Texas, one in Seattle, and one in New York fully committed to tax, and six other partners with a partial commitment. The US offices work seamlessly with two well-established offices in Kazakhstan, as well as one in Dubai. The firm is commended for high-quality international energy tax advice. Houston’s Gregory Bopp, noted for ‘his substantive skills and easy to understand communications’, led the tax advisory team for Apache Corporation in its $7bn acquisition of BP’s oil and gas operations 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. New York-based Elizabeth McGinley, who frequently contributes to work led from Texas, is an ‘energetic and reliable’ corporate tax expert. Practice clients include Eni Petroleum, Kinder Morgan Energy Partners, Shell and Statoil.

Fulbright & Jaworski LLP’s Texas tax practice is centered in Houston with representation in Dallas, Austin and San Antonio. The group, which is ‘in command of its subject matter, and quick to respond with acceptable solutions’, has impressive expertise in oil, gas and the wider energy sector, including upstream and downstream infrastructure and asset financing. Cross-border instructions are handled in conjunction with the firm’s offices in the Middle East and Asia. John (Jack) Allender heads the firm’s tax department with ‘technical and business expertise, and integrity’. In a significant instruction, Robert Philpott joined Allender to provide the corporate tax advice when the firm represented Brink’s Home Security in connection with its acquisition by Tyco International in a $2bn cash and stock merger; the deal closed in May 2010. Other recommended lawyers include Joyce Bode in Austin, who specializes in exempt organizations and partnerships; George Scofield, the head of the San Antonio office, who has a niche in the healthcare sector; and ‘knowledgeable, practical’ William Bowers in the Dallas office who is expert in federal tax planning. Andrius Kontrimas, in Houston, is ‘very good technically on foreign and US taxes, and always follows through with sound advice’. Tax practice clients include Baker Hughes, Transocean, Shaw Group, City of Austin and Electronic Data Systems.

Jenner & Block LLP fields a four-partner, three-associate tax group which ‘always provides timely responses and quality advice, both of which are necessities when working on deals’ and ‘can give big deal advice without overstaffing the team’. Steve Meier, who ‘cuts through contention to achieve a compromised position which helps the deal move along’, acted as lead tax counsel to RCN Corporation when it was acquired by an investment fund managed by ABRY Partners for total consideration of approximately $1.2bn, including the assumption of debt. Christian Kimball and Geoffrey Davis acted as tax counsel to General Motors in connection with its initial public offering in 2010 when the US Treasury sought to divest majority. The firm has provided tax assistance to General Dynamics, Computershare, Promark Global Advisors and Brown Jordan International. All named lawyers are based in the Chicago office.

Katten Muchin Rosenman LLP’s 16 fee-earner US tax transaction and planning practice remains centered in Chicago, although generation change and recruitment in New York is beginning to shift the balance. However, Chicago origins still resonate and the firm has deep roots in the regional business sector. The tax practice offers expertise in corporate transactions, banking and finance, real estate, private equity and hedge fund investment. Recommended lawyers in Chicago include practice chair Saul Rudo, Valentina Famparska, and of counsel Reid Mandel. Practice clients include Greenfield Partners, Diversified Realty, Sterling Capital Partners and Trizec Properties.

Thompson & Knight LLP’s tax practice group wins the ‘highest marks for response times, business acumen and industry knowledge in the oil and gas industry, strength-in-depth of team and value for money’. The Texas practice, with a complement of 35 lawyers, provides broad-based federal, state, and local tax planning and compliance advice to individuals, businesses, investors, the public sector and tax-exempt organizations. In Dallas, Emily Parker and David Wheat are ‘top choice tax counsel’, and in Houston, Roger Aksamit is commended for his ‘expertise in energy industry tax issues’. In recent instructions, the group represented four private equity sponsors in the structuring and marketing of various private equity oil and gas funds and their associated domestic and international feeder funds to a total private equity investment of $4bn. Terry Simmons, in Dallas, is highly recommended for tax advice in charitable gift planning and tax-exempt sector. Clients of the practice include EnCap Investments, Centex Corporation, Chevron, Noble Energy and Texas Department of Transportation.

Winston & Strawn LLP provides ‘the most responsive and cost-effective counsel on a wide range of tax matters’. James Lynch and Louis Webber co-chair the Chicago tax group of some 20 fee-earners, the majority of whom are experienced partners. Clients commend the appropriate delegation of work to ‘capable associates’. The practice is broad-based, firmly business-oriented, offering particular niches in energy-related work and a growing following of traditional and alternative energy companies. Cross-border links with the firm’s Paris office are generating an increasing flow of work with a European element. During 2010, Daniel Dumezich was recruited to the Chicago office from Mayer Brown to head the controversy practice. For project financing and energy matters, Andrew Ratts and Amit Kalra are ‘responsive, reasonable in negotiations, and draw from a vast range of experience’. Other recommendations include John Lorentzen for alternative energy tax incentives and Roger Lucas for transactions and tax planning. Recent highlights include advising Motorola in the $1.2bn sale of its worldwide wireless phone systems to Nokia Siemens, and representation of community wind-generation developers Project Resources and Miracol Energy in lease equity financing for the Minnesota Ridgewind Project with Union Bank. Clients of the tax practice group include Motorola, JZ Capital Partners, Yum! Brands and Kehe Foods.

Foley & Lardner LLP’s tax partners are ‘very responsive, have a great depth of knowledge, and are exceptionally professional’. Madison resident David Reinecke chairs the tax and individual planning group in which Chicago-based Michael Bailey is ‘knowledgeable, creative, thorough and strategic’. Several team members, including John Palmer, advised in connection with the acquisition of the Chicago Cubs from the Tribune Company by a limited liability company owned 95% by the Ricketts family and 5% by the Tribune Company, which is in Chapter 11 bankruptcy proceedings; the transaction was structured as a complex leveraged partnership acquisition. Practice clients include Fuchs Trucking, Grosvenor Capital Management, Plastic Ingenuity and Quantum Foods.

Gibson Dunn has established an excellent reputation for federal and state tax work, with expertise in oil and gas taxation now leveraged into the growing alternative energy sector. Dallas resident partner David Sinak provides ongoing advice to Merit Energy in connection with direct investment in oil and gas, including the 2010 new limited partnership offering of $750m for investments in the US. Practice clients include Warburg Pictus, Atmos Energy and Eagle Materials.

Vinson & Elkins L.L.P. has developed deep expertise in the tax aspects of oil, gas and energy industries, particularly in the structuring of master partnerships. The team acted as tax counsel for several recent formations and initial public offerings for master limited partnerships including PAA Natural Gas Storage, Niska Gas Storage Partners and Chesapeake Midstream Partners. ‘Up with the best’ in oil and gas corporate transactions, the Texas lawyers work closely with colleagues in Abu Dhabi and Dubai on middle eastern and asian cross-border instructions. George Gerachis, in Houston, heads the department, and in the same office, Tim Devetski advised BG Group on structuring the $450m sale of its US power assets to Energy Capital Partners. In Dallas, Thomas Crichton is recommended. Tax clients include Lone Star, Halliburton and Cameron International.


Domestic tax: East Coast

Index of tables

  1. Domestic tax: East Coast
  2. Leading lawyers

Cleary Gottlieb Steen & Hamilton LLP’s nine ‘particularly well-rounded New York-based tax partners are essential members of the multi-disciplinary teams formed to handle the firm’s regular diet of major transactions, restructuring and complex one-off assignments. The core expertise of the group, which is ‘stocked full of excellent lawyers’, is in corporate and capital markets advice and planning, although ancillary areas connected to deals, such as employee benefits issues, are accommodated competently. Clients consistently praise service standards and expertise, the only issue being that lawyers can be so extraordinarily busy that ‘contact is sparse’. Work connected to the financial crisis continued through 2010; in February 2010, Kristofer Hess advised ING on the sale of its substantial US financial advisery and brokerage business to Lightyear. The return of strategic deals to the market brought numerous instructions, including advice to Google through a series of transactions; the work, handled by Sheldon Alster and Yaron Reich included the acquisitions of AdMob, Episodic, ITA Software, and several other companies to a total value of $1.45bn. Alster also acted as counsel to Hewlett-Packard in its $2.35bn acquisition of 3PAR, and other deals. Other recommended lawyers in the extraordinarily talented department include Jason Factor, James Duncan and Erika Nijenhuis. The firms’s domestic tax clients include Dollar Thrifty Automotive, Nortel Networks, Hartford Financial and American Express.

Cravath, Swaine & Moore LLP’s New York office provides ‘excellent service – the lawyers are highly knowledgeable about tax as well as business savvy’. The five-partner practice, though small, receives consistent accolades and is capable of advising on extraordinarily complex work including major transactions, structuring, spin-offs, and sophisticated private equity acquisitions and financing. Department head Stephen Gordon is ‘a very sharp tax attorney who has excellent business sense, and can communicate complex concepts in easily understood terms’. The experienced and influential Michael Schler, who is ‘in a class by himself; brilliant and very responsive’, represented The Stanley Works in connection with its $4.5bn all-stock acquisition of Black & Decker to create the global giant Stanley Black & Decker. Lauren Angelilli, ‘a terrific tax lawyer who gives great advice’, worked with Stephen Gordon to represent Bristol-Myers Squibb (BMS) when it exchanged its holdings in Mead Johnson Nutrition $7.4 bn of outstanding BMS stock. Andrew Needham, who led the tax work for IBM in connection with its $1.4bn acquisition of applications provider Sterling Commerce from AT&T, and associate Leonard Teti are ‘tremendous technicians who are quick to understand the business transaction and provide timely and appropriate advice’.

Davis Polk & Wardwell LLP, ‘a firm with a fleet of strong tax lawyers’, has ‘a huge tax practice and a broad area of strength’. The New York office houses the majority of the firm’s 13 tax partners, with representation in California and London. The lawyers work mainly within the multi-disciplinary teams formed to support complex high-value instructions although some direct instructions are taken. Avishai Shachar, who heads the department, and Kathleen Ferrell provided tax counsel to Exxon Mobil Corporation in its $41bn all-stock takeover of natural gas producer XTO Energy; the deal closed in July 2010. Michael Mollerus, who has a strong transactions practice, was on the tax team which advised CVS Caremark Corporation on its $1.25bn January 2011 acquisition of the Medicare Part D business of Universal American. The tax group has made a significant contribution to the firm’s reputation for innovation in restructuring and spin-offs, and has also attracted headline mandates such as appointment by the Federal Reserve Bank of New York and the US Department of the Treasury as lead counsel in the AIG restructuring. Other recommended partners include Michael Farber for complex capital markets work, and Neil Barr, ‘a great young lawyer’, for transactions. The firm’s major clients include Citigroup, Comcast, CVS, Deutsche Bank, Emerson and PepsiCo. The team also has a strong private equity and hedge fund following.

Debevoise & Plimpton’s New York tax department is ‘very responsive, extremely thorough, technically competent and offers extremely high levels of industry knowledge’. Department chair Burt Rosen has established a ten-partner group well supported by several senior former partners with of counsel ranking, and a ‘very solid bench of associates’. Tax experts work closely with colleagues in firm’s leading corporate and financial practices on complex transactions, restructurings and bankruptcies, serving major corporations, financial institutions, and private equity and investment fund managers. The group is particularly expert in industry sectors including insurance, banking, aviation, communications, media and real estate. In recent instructions, busy insurance sector expert Seth Rosen provided tax advice to American International Group in a series of divestitures, including the proposed $35.5bn sale of its Asian life insurance unit, and Peter Schuur assisted Hewitt Associates in its $4.9bn merger with Aon Corporation. Other recommended lawyers include Peter Furci, who is ‘quite simply the best tax lawyer I have ever worked with’; David Schnabel, ‘one of the real experts in partnership tax – who can integrate technical tax answers with actionable and commercial solutions’; Andrew Berg, who ‘comes up with creative solutions to the knottiest problems’, and ‘proactive, technically excellent and extremely thorough’; and Robert Staffaroni. The department’s clients include Clayton, Dubilier & Rice, General Electric, Hertz Global, Amazon.com and Protective Life.

Skadden, Arps, Slate, Meagher & Flom LLP’s tax group ‘consistently provides exceptional service, response times are great and acumen and industry knowledge are superior to other firms’. Clients comment that the tax team ‘doesn’t drop out of sight when the deal is done like some firms, it follows up and finishes the job’. The largest and strongest domestic tax team is based in New York, with several heavyweight lawyers in Washington DC, and seamless accessibility to the talent of domestic and global network. New York-based tax group co-chair Matthew Rosen, one of the top US M&A tax attorneys, works alongside deal-driving Stuart Finkelstein. Also in New York, Pamela Endreny’s ‘knowledge of the tax code and financial industry trends is at the highest level’, while Katherine Bristor advises in numerous high-value transactions; recent assignments include advising Great Plains Energy through the tax issues of its $2.7bn acquisition of natural gas and electricity distributor Aquila. Diana Lopo is also recommended. In Washington DC, restructuring tax guru André LeDuc’s latest headline Chapter 11 cases included Hayes Lemmerz International and Hostess Brands. Commended for transactions expertise are Jessica Hough, who advised BJ Services in its $5.5bn acquisition by Baker Hughes, and Cliff Gross, ‘a superb tax lawyer and leader who inspires confidence in everything he handles’. The tax group advises numerous blue-chip clients including Oaktree Capital, Schering-Plough, Pfizer and Banc of America Securities.

Fried, Frank, Harris, Shriver & Jacobson LLP’s ‘tax group is the best – while not cheap, it provides sound guidance in complex matters, world-class expertise and incredible customer service’. Substantially based in New York, with a significant Washington DC presence, the well balanced team generates instructions directly from clients, as well as providing tax expertise to other departments. Clients confirm effective delegation and supervision. New York tax chair Robert Cassanos heads the tax practice – he ‘combines a very commercial approach with robust technical analysis’. Recommended lawyers in New York include David Shapiro, who is ‘an exceptional attorney who has handled the most complex and difficult tax issues both US and foreign’, Lisa Levy for funds and insurance work, and Brian Kniesly for hedge fund matters. In Washington DC, Alan Kaden is ‘smart, incredibly pleasant to work with and has a wonderful ability to make very complex, dry tax material easy to understand’, and Michelle Gold is ‘tremendous value because of her speed in grasping issues and completing projects’. In recent high profile instructions, Washington DC-based Michael Alter worked with Alan Kaden advising Abraxis BioScience in its $2.8bn acquisition by Celgene Corporation, and New York’s Eli Weiss represented Cooper-Standard Automotive and its US subsidiaries in connection with Chapter 11 cases filed in the US Bankruptcy Court in the District of Delaware. Other clients include Cloud Peak Energy, GS Capital Partners, Northrop Grumman and Virgin Media.

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s tax practice offers ‘outstanding responsiveness, an intelligent, practical, and insightful approach, and terrific domain expertise’. Richard Bronstein, ‘a leader in the field – there is no better adviser for a private equity firm in its tax issues’, and Jeffrey Samuels, ‘an impressive tax expert who is also pleasant to work with’, co-chair the New York tax department, which has significant national penetration. Lawyers recommended include David Sicular, who is ‘very knowledgeable, detail-oriented and gives a quick response time’, and David Mayo, who is ‘creative and knows the fund industry very well’. Alan Halperin, a specialist in trust, estate and family succession planning, is ‘an excellent attorney who provides a comprehensive analysis of the issues’. The team recently handled the tax aspects of the Chapter 11 reorganization of Charter Communications, and the spin out of Trilantic Capital Partners from Lehman Brothers Merchant Banking. Peter Rothenberg led the tax work for AbitibiBowater, the world’s largest producer of newsprint, in connection with the company’s complex US and Canadian bankruptcy filings. Clients include Citigroup, the Weinstein Company, Automatic Data Processing, Time Warner and Eton Park Capital.

Simpson Thacher & Bartlett LLP’s New York tax group has ‘impressive technical expertise, which combines with a practical business/deal knowledge – on top of which, it is a pleasure to work with’. The team members work closely with the M&A, private equity and capital markets departments to provide extremely high levels of service. Group chair Steven Todrys has ‘the ability to digest an issue and explain the tax technical and business implications clearly and succinctly – a huge strength’. Gary Mandel, ‘a creative thinker, adept at devising solutions to complex problems’, represented Blackstone Group in several acquisitions, including that of Dynergy, in a $4.7bn deal which included the assumption of existing debt. Nancy Mehlman provided the tax advice to KKR and General Atlantic in the acquisition of Northrop Grumman’s Advisery Services unit for $1.65bn. Other highly commended lawyers include John Hart and Katharine Moir. Practice clients include Intergraph, Warburg Pincus, Lexington Partners and Owens-Illinois.

Sullivan & Cromwell LLP’s 12-partner New York-based tax practice group provides ‘excellent service, completely on a par with other leading US tax firms’. Clients note that some lawyers in the firm can be rather less aggressive in their advice than others. Department chair Andrew Solomon and Andrew Mason are ‘both outstanding in all respects’. The lightly leveraged group, praised for high-partner contact, works closely with the firm’s corporate, restructuring and other general practice teams, assisting in the most complex national and cross-border transactions, as well as offering tax planning services. The department is very active in the private equity sector, and also has considerable expertise in the finance and insurance industries, and in complex restructuring. In recent major instructions, Solomon provided tax advice for Fiat in connection with its strategic alliance with, and investment in, Chrysler Group, and the subsequent creation of ‘new Chrysler’. Mason advised Fairholme Capital Management and Pershing Square Capital Management as lead counsel on bankruptcy and investment matters in the injection of $4bn in new equity capital in General Growth Properties. Other recommended lawyers in New York include Ronald Creamer, noted for his expertise in corporate finance and investment banking, who advised Cablevision Systems in its $1.3bn spin-off of Madison Square Garden, and David Spitzer, an expert in real estate, private equity, and partnership transactions. The firm has acted for AT&T, Pitney Bowes, Royal Bank of Canada and Rio Tinto.

Wachtell, Lipton, Rosen & Katz’s 10-fee-earner tax practice is headed by Peter Canellos. The team has advised in many of the recent major transactions including the acquisition by JPMorgan of Bear Stearns, the acquisition by Wells Fargo of Wachovia, the acquisition by Bank of America of Merrill Lynch, and the acquisition by Delta Air Lines of Northwest Airlines. Deborah Paul is widely regarded as one of the leading corporate tax attorneys in New York. In a complex deal which closed in December 2010, Jodi Schwartz and T Eiko Stange advised Nasdaq-listed IAC, when Liberty Media exchanged its entire equity stake in IAC for a combination of operating assets and cash in a transaction intended to be tax-free to both parties. Practice clients include Time Warner, Lucent Technologies, NYSE Group and Hexion Specialty Chemicals.

Weil, Gotshal & Manges LLPalways provides appropriate resources -the responsiveness is always timely and the costs are fair’. The 20-partner East Coast tax practice is substantially based in New York, with smaller contingents in Washington DC and Boston. The tax lawyers ‘work seamlessly with one another – which ensures the highest level of efficiency’, and also co-operate effectively with other practice groups on complex instructions, ranging from M&A transactions to private equity fund formation, capital markets issues, and corporate restructuring. Kenneth Heitner, a leader in complex transactions, and Martin Pollack, with his large financial institution client following, co-chair of the firm’s global tax practice. Stuart Goldring, ‘very busy, but that’s never a problem, he’s always reachable and up to speed’, is an expert in the tax complications of restructuring, continues to work with Kimberly Blanchard advising Motors Liquidation Company, the ‘old General Motors’, in its wind-down. Scott Sontag is ‘a strong young partner who is pragmatic and business savvy as well as technical, and communicates effectively’, and in Boston, Joseph Newberg ‘has a vast depth of technical knowledge and experience to draw upon, and is a pleasure to work with’. Mark Hoenig advised AIG in its complex and high-profile group restructuring and spin-offs, and Trump Entertainment in connection with its reorganization. Clients of the practice include Goldman Sachs, Lazard, Lehman Brothers, Macquarie and Providence Equity Partners.

Cadwalader, Wickersham & Taft LLP’s Linda Swartz chairs the five-partner, two-senior counsel US tax practice from New York, which houses four partners, with one in Washington DC. The group has all the expertise necessary to support the firm’s corporate and financial departments, and has particular expertise in securitization and structured finance. In recent transactions, members of the department advised Pfizer on the tax issues of its high-profile acquisition of Wyeth, and represented Xerium Technologies as debtor’s counsel in its Chapter 11 case. David Miller is highly recommended. Practice clients include Celanese, Merrill Lynch, Barclays and UBS.

Clifford Chance’s penetration of the US domestic tax market is somewhat constrained by the New York group’s small size, and by the large number of international transactions generated by the global network. The 18-strong team provides ‘excellent service from tax experts who always respond quickly’. In recent domestic matters, Christopher Roman advised Hearst in connection with the estimated $375m acquisition of digital marketing firm iCrossing, and Donald Carden represented US REIT Northstar Financial in connection with its participation in a joint venture to purchase CDO debt. Philip Wagman advises E*TRADE on tax matters. Clients include Colony Financial, Legacy Healthcare and Gramercy Capital.

Dewey & LeBoeuf LLPis as good as any firm in its tier, with the added benefit of lawyers that are not only smart and technically competent, but also nice to work with’. The East Coast tax group comprises some 30 fee-earners, substantially based in New York. Clients comment that New York-housed practice head Gordon Warnke, and Washington DC partner Joseph Pari, ‘a go-to adviser with unparalleled technical tax knowledge in all areas of corporate tax/M&A’, have created ‘the best M&A and corporate tax practice’. The department lost New York partners Devon Bodoh and Monica Coakley to KPMG in June 2010. Also in Washington DC, Abraham ‘Hap’ Shashy is highly recommended for structuring transactions. Partly due to the firm’s reputation in the insurance sector, Warnke led the team which advised MetLife on the tax aspects, of the record breaking $16bn acquisition of ALICO from a special purpose vehicle affiliate to AIG and the NY Federal Reserve. The group’s clients include Cenovus, Macquarie, Molson Coors Brewing and Walt Disney.

Latham & Watkins LLP’s New York-based co-chair of the US transactional tax group, a highly rated negotiator in deal discussion, David Raab is also global co-chair of the firm’s transactional tax practice group; Raab provided Nestlé with tax advice on the $3.7bn acquisition of Kraft Foods’ frozen pizza business in the US and Canada. The New York and Washington DC tax group forms part of the nationwide practice of some 70 attorneys. Also in New York, Jiyeon Lee-Lim has developed an impressive reputation in capital market tax advice, and Lisa Watts is recommended for corporate, partnership and REIT taxation. In the Washington DC office, Joseph Sullivan advises in numerous high-value transactions, and Cheryl Coe assisted Liberty Global on the sale of its stake in Japanese cable TV provide Jupiter Telecommunications to KDDI Corporation. The practice has a strong client following in the industrial sector and has developed particular expertise in real estate, and the hi-tech and healthcare sectors where IP issues cross over with tax. The department’s clients include Eli Lilly and Company, Carlyle Group, JPMorgan and Onex Partners.

Mayer Brown’s East Coast tax group houses 12 partners spread between the firm’s offices in New York, Charlotte and Washington DC. Washington DC-based Kenneth Klein is firm-wide practice leader of the tax transactions and planning department, which includes the international tax group. The expertise on offer is broad, ranging across corporate transactions, restructuring and capital markets work. The practice has niches in renewable energy tax credits, and shipping taxation. In New York, Jason Bazar, who worked with James Barry from the Chicago office on Assured Guaranty’s $750m acquisition of Financial Security Assurance Holdings, ‘is easy to work with and he and his team have excellent response times’. The Charlotte lawyers handle numerous banking matters, for which Hayden Brown and Robert Mendenhall are recommended. Practice clients include Bank of America, Metropolitan Life Insurance and Carlyle Group.

McDermott Will & Emery LLPis the best all around tax firm I have ever used – knowledgeable and very creative when it comes to tax planning ideas that work’. The New York office houses some of the firm’s most experienced attorneys. Thomas Giegerich, who heads the New York tax practice, offers ‘comprehensive tax expertise, and well rounded commercial approach’, and advises several multinationals on US tax planning, including Diageo and Sumitomo. The firm’s heavyweight SALT team is led from New York by Arthur Rosen. In Washington DC, the key areas of expertise include transactions, real estate taxation and partnerships. Blake Rubin ‘mentors his team very well’ and is highly recommended for complex partnership tax, as are the other members of ‘an industry leading team’ Andrea Whiteway and Jon Finkelstein. In Miami, Philip Tingle has established a niche advising complex energy tax-related matters, including renewables. Practice clients include Merrill Lynch, Metropolitan Life Insurance, Moody’s and Morgan Stanley.

Shearman & Sterling LLP’s tax practice ‘is getting better and better’, although clients would like to see stronger support for the excellent leading partners. New York-based Larry Bambino is global co-chair of the tax department, which provides essential support to the firm’s corporate, financial and transactional practices and, although better known for international tax expertise, frequently offers tax planning advice in complex domestic matters. Peter Blessing, who offers ‘an amazing encyclopedic knowledge of tax law and great response time’, provided the tax advice when Aditya Birla Group acquired Atlanta-based Columbian Chemicals Company from One Equity Partners in January 2011. Another member of the small New York team Douglas McFadyen, whose ‘advice is always practical and results-oriented’, advised RBS and UBS Investment Bank as dealer managers in connection with an offer to purchase a $700m aggregate tranche of Thomson Reuters’ loan 6.20% notes, due 2012. In Washington DC, Michael Shulman ‘has a great understanding of the securities industry’, and Craig Gibian is ‘a star of the future’. Clients of the practice include Corning, Deere, Dow Chemical, Quest Diagnostics, Citigroup and Morgan Stanley.

White & Case LLP’s ‘tax partners and associates are outstanding on all fronts’. Each of the East Coast offices in New York, Washington DC and Miami, has a slightly different character, although all contribute to the nationwide practice. New York houses the global tax practice head William Dantzler and the firm’s largest group, which has particular strengths in transactions and capital markets work. Also in New York, Gerald Rokoff ‘demonstrates both the technical skills and creativity required to advise on very complicated domestic and cross-border tax issues’. In Washington DC, where links to the IRS and other government departments are ‘well managed’, Linda Carlisle, who ‘builds strong relationships with both clients and many key government officials’, provided tax advice to NTE Mobility Partners on a $2bn public-private partnership (PPP) agreement with the Texas Department of Transportation. The Miami office houses Michael Kavoukjian, head of the firm’s global private client group, who offers ‘extensive experience and nimble footwork’ in trust and individual tax planning. Tax practice clients include The Williams Companies, Alticor, Hastings Fund Management and Starwood Capital.

Dechert LLP’s tax department numbers 26 fee-earners, located in Philadelphia and New York, and Boston. Clients confirm high service standards and good value in all tax disciplines, with the exception of SALT. Several tax partners work across practice areas in corporate or finance law as well as tax, and provide excellent tax support to the strong transactions flow in financial services, real estate, and the travel industry. The tax group has considerable expertise in complex restructuring and, in a more recent development, a specialty in handling the many tax issues involved in massive frauds such as the Madoff scandal. Daniel Dunn chairs the department from New York; Dunn represented hedge fund Elliott Associates in the $3.5bn acquisition and post-petition financing of Delphi Corporation by a consortium of lenders. Recommended attorneys include Philadelphia-based Richard Wild, ‘excellent technically but never loses sight of the business objective’, and Richard Hervey in the New York office, who is expert in the taxation of regulated investment companies. In Boston, ‘thorough, detailed, and practical Adrienne Baker has considerable expertise in intellectual property, hedge fund and private equity matters. Practice clients include Carlyle Group, PIMCO, Arclin and Bayou Hedge Funds.

Kirkland & Ellis LLP’s New York tax practice group of some 15 fee-earners, provides ‘high levels of service’, and ‘of all non-New York head-quartered firms, is the best – a first class tax department’. The New York practice has particular strength in private equity transactions, including fund formation, and in corporate reconstruction and bankruptcy. In representative transactions, Steven Clemens, who is ‘knowledgeable, practical, and creative in providing solutions’, worked with Greer Phillips to assist Bristol-Myers Squibb through the $855m acquisition of biotech drug developer ZymoGenetics; the deal closed in October 2010. Patrick Gallagher provided the tax advice when Avista Capital Partners acquired Global Auto Group from the Clorox Company. Sara Zablotney and Kevin Treesh are recommended for complex domestic and cross-border M&A transactions. The firm’s New York office clients include Apax Partners, Bain Capital, Catterton Partners, Citadel Broadcasting, Clearwire and Danaher.

Orrick, Herrington & Sutcliffe LLP’s New York seven-member tax practice handles both US domestic and international instructions. John Narducci includes private equity expertise within his broad practice; Narducci provided tax advice to StreamServe Inc in its April 2010 merger with a wholly owned subsidiary of Open Text Corporation. Peter Connors, recommended for insurance and banking sectors instructions, represented Credit Suisse as tax counsel in connection with issuance of approximately 100 structured notes which had returns based on the value of equities, commodities and foreign currencies.

Paul, Hastings, Janofsky & Walker LLP’s East Coast tax group provides ‘broad and deep knowledge with timely and quality advice which allows for quick and accurate decision making’ and is represented New York and Atlanta, though, following defections, no longer in Washington DC. The entrepreneurial practice works with other departments on corporate, real estate and financial transactions and has also established an excellent reputation for bespoke tax planning. New York clients ‘could not be happier with Andrew Short ’s intellect and responsiveness’, and in Atlanta, Phil Marzetti, a leading specialist in low-income housing credit, ‘understands the business side of a deal and provides comprehensive tax analysis’. Joseph Opich from the New York office engineered the tax aspects of the restructuring of the entire equity capitalization of the Centerline publicly-traded partnership. Practice clients include Brookfield Asset Management, KPMG, Sentinel Real Estate Fund and Michigan Motion Picture Studios.

Sidley Austin LLP’s tax group provides ‘timely advice that is thorough, well thought out, and considers our business objectives’. The New York practice has an established reputation for expertise in financial products, structured finance and derivatives, and has more recently built strength in investment funds, M&A, insurance, capital markets, real estate, SALT, and municipal finance. David Miller is an expert in the real estate taxation practice; he counseled Brookfield Asset Management in connection with its acquisition of Crystal River Capital, a publicly held REIT. Paul Wysocki pays ‘great attention to detail but is also able to see the whole picture’, and is particularly expert in the hedge fund matters. Laura Barzilai, highly rated for insurance taxation, represented Guggenheim Partners in connection with its acquisition of Security Benefit Corporation. Clients of the practice include MI Developments, Aon Corporation, Brookfield Asset Management and Delta Air Lines.

Steptoe & Johnson LLP has established a reputation for high-quality advice in non-contentious work, although the firm is best known for controversy matters. Department co-chair Philip West, who ‘grasps complex situations very quickly and offers sound practical and technical advice’, with co-chair Mark Silverman, assists long-term client Henkel KGaA with transactional tax planning, including spin-offs and purchases of multinational businesses such as the acquisition of Imperial Chemical Industries from Akzo Nobel. In addition to attorneys acting for major corporations and privately held companies, the group also houses Catherine Wilkinson, a certified public accountant, who specializes in the not-for-profit and charities sector. The firm’s clients include Allstate Insurance, EQT Corporation, Liberty Global and Raytheon.

Sullivan & Worcester LLP’s 33-strong Boston-centered tax practice, which is also represented in New York, is one of the largest on the East Coast and certainly the strongest in Massachusetts. The group is lightly leveraged, with approximately half of the complement comprising highly experienced partners, and is commended for ‘excellent, highly responsive service by long-term clients. A comprehensive service is on offer, embracing domestic and international transactions, tax planning, and controversy representation in both federal and state taxes. Ameek Ponda, the Boston-based practice group leader, is ‘super smart, a great teacher, who sees the big picture and the details as well’. Also in Boston, the ‘incredibly knowledgeable’ Lewis Greenwald provides ‘relevant and value-adding solutions and advice’, in international matters, and ‘smart and detail-orientated David Nagle has a strong practice which bridges transactions and controversy. In a particularly complex recent instruction, the team advised a leading, listed multinational company with complex real estate investments, on conversion to REIT status, and wide domestic and overseas tax issues. Also recommended are Christopher Curtis, for general business taxation and wealth planning, and Richard Jones for state tax advice and controversy. Clients include Hancock Natural Resources, Comcast and American Tower Corporation.

Chadbourne & Parke LLP’s tax group is ‘beyond excellent in every category’. The firm’s tax practice group numbers some 30 fee-earners with a high ratio of partners, with the larger team housed in New York, and a smaller presence in Washington DC. In New York, group chair William Cavanagh’s ‘depth of experience and knowledge is exceptional and he and his team utilize this knowledge in a timely and practical manner’. Several of the senior partners have held senior tax positions in the US Treasury and professional associations, and the most recent joiner, Eli Katz, was previously GE Energy Financial Services’ tax counsel. In a recent headline deal, the group represented NYSE-listed GLG Partners, the global asset manager, in its acquisition LSE-listed hedge fund Man Group. Richard Leder and Lawrence Rosenberg continue to represent Citibank in connection with a first priority $700m revolving secured credit facility and a $200m secured first priority term loan in the high-profile TOUSA bankruptcy. Recommended New York tax attorneys include Jeffrey Robins, who includes trust estate and individual tax planning within his portfolio, and Edouard Markson, recommended for capital markets and partnership instructions. Keith Martin, in Washington DC is an expert in the tax issues surrounding project finance. The tax practice group has advised Rockwell Automation, Purdue Pharma, Access Industries, Paul Capital, Harbinger and Strategic Value Partners.

Kramer Levin Naftalis & Frankel LLP’s tax practice group’s ‘level of service is excellent, with particular strengths being proactive advice and value for money’. The firm’s tax practice, with members in Paris as well as the main New York offering, has particular expertise in private equity and finance, and cross-border transactions, as well as providing support to the firm’s key bankruptcy, entertainment and sports groups. New York-based department chair Howard Rothman has a reputation for expertise in the entertainment sector which goes well beyond tax matters; he regularly handles the sale of ‘showbiz’ management companies, the formation of recording joint ventures, state and local tax planning for musicians, and celebrity branding and merchandising. Philip Weingold is ‘a strong client advocate and brilliant adviser with strengths in corporate tax structuring’, and Barry Herzog has ‘tremendous knowledge of tax laws, business sense, intelligence and skill’. SALT expert Maria Jones ‘will not allow anyone working with her on a case, neither the client nor her staff, to be led off track for any reason’. The group’s clients include First Investors Consolidated, Ossen Innovation, Alloy Inc and General Maritime.

Proskauer Rose LLP’s 33-strong East Coast tax practice, which fields its largest group in New York, and a smaller team in Boston, provides ‘the best possible advice, explained well and delivered on a timely basis’. In a wide practice which serves corporates, financial institutions and not-for-profit organizations, the firm is noted for particular expertise in the wider real estate sector, the entertainment business and private equity. New York-based department chair Andrea Rattner provides ‘expertise, timeliness, proactivity, and is easy to work with’, qualities which permeate the practice group. Other recommended lawyers in New York include Solomon Warhaftig ‘an extraordinary tax lawyer – a superstar!’, and Amanda Nussbaum, who is ‘extremely knowledgeable, caring and diligent’. The vastly experienced Jacob Friedman heads the not-for-profit tax group. In Boston, private equity specialist Scott Jones ‘is able to easily explain sophisticated, technical information in layman’s terms’. In a representative recent deal, New York’s Stuart Rosow, who ‘has incredible subject matter expertise, and is able to provide creative input in areas outside of tax law’, led the tax work for Grifols on its $4bn agreement to acquire Talecris Biotherapeutics and create the world’s third-largest plasma-products manufacturer. The firm’s clients include Independent Fiduciary Services, Morgan Stanley, MultiPlan and Verizon Investment Management.

Schulte Roth & Zabel LLP’s New York tax group provides ‘a very high level of quality, excellent response, backed by extensive industry knowledge’. Strong in the financial service space, Alan Waldenberg, ‘very sharp, and one of the best business-oriented lawyers in the tax area’, chairs the department, in which Dan Kusnetz is ‘responsive and always a pleasure to work with yet firm on matters of substance’. Recent headline work includes the hugely complex Chrysler recue and restructuring, and the representation of Cerberus Capital Management in connection with the $7.5bn in federal aid advanced to its GMAC affiliate.

Winston & Strawn LLP’s tax department ‘is excellent, with a very high level of expertise provided in a timely manner’. The four East Coast tax partners divide equally between two offices. The New York team tends to handle transactions and complex tax planning, for which Edmund Cohen is recommended. In Washington DC, the work is largely connected with government, although the two resident partners, James Warren and Alexander Zakupowsky, are ‘among the top experts in the utility tax field’. Zakupowsky has represented the US electric utility industry, as tax counsel for the Edison Electric Institute, and the US natural gas distribution industry, as tax counsel for the American Gas Association, on a broad range of tax issues.

Caplin & Drysdale’s exempt organizations practice group is ‘totally conversant with the issues in the sector and gives practical advice and quick response’. Marcus Owens and Douglas Varley are ‘top notch advisers’, who have represented a broad range of nonprofit organizations including private foundations, charities, churches and trade associations. Instructions have ranged from tax planning to assistance in audits by the IRS Exempt Organizations Financial Investigative Units.

DLA Piper LLP’s US national tax practice is chaired from New York by Bruce Wein, who acted as lead tax counsel for Pfizer in several potential acquisitions during 2010. Tax lawyers are also housed in Baltimore, Boston and Washington DC. The tax group assists the corporate, capital markets and restructuring departments across a wide range of instructions for client including major multinationals and numerous financial institutions. The ‘bright and knowledgeable’ Jeffrey Korenblatt is recommended in Washington DC. Clients include Dunbar Armored, Hewlett-Packard, HSBC International, ICON Capital and Moody’s Investors Service.

Fowler White Boggs P.A. has one of Florida’s largest and most expert tax practices, with a department complement well-leavened by experienced former government counsel. The commended estate and personal tax planning team advises many of Florida’s numerous high-net-worth families and individuals. Clients confirm ‘competent, effective and extremely satisfactory’ service, and note a ‘well-developed mutual respect between the tax group and the Florida Department of Revenue. In Tampa, tax practice leader Mitchell Horowitz and Hunter Brownlee are highly recommended for both federal and local tax advice. Recent confidential instructions include IRS and state tax audits, and the representation of a major soft drinks manufacturer in the acquisition of a bottling plant. Darren Farfante, a former Justice Department Tax Division trial attorney, combines his tax practice with bankruptcy expertise. In Tallahassee, SALT practice chair William Townsend and Rex Ware are expert in multi-state taxation. Tax practice group clients include Citigroup, Pepsi-Tropicana, Hearst Corporation and Sara Lee Corporation.

McKenna Long & Aldridge LLP’s Atlanta-based tax group now ranks as a stand-alone ‘best in the business’ practice as well as providing expert support to the corporate and restructuring departments. Russell Love, head of the firm’s tax, estate and probate group ‘has a great bedside manner and provides support beyond a business relationship’. Love is recommended for US and international tax planning, and Mark Lange is ‘an extremely good attorney for complex tax matters’. In a confidential 2010 instruction, the team served as outside general counsel and special tax counsel to a large health-sector non-profit organization to structure its tax-efficient entry into a for-profit trading partnership. Practice clients include Altadis USA, Balfour Beatty Communities, Delta Air Lines and Valor Equity Partners.

Ropes & Gray LLP’s Christopher Leich heads the tax and benefits group from Boston; the department is also represented in Washington DC and New York. Other Boston residents include Eric Elfman, who advised specialty coffee leader Green Mountain on a series of acquisitions over the last year, including that of Canadian Van Houtte group, for a purchase price of CAD$915m, which closed in December 2010, and Jennifer Harding, who advises on federal income taxation for corporate and partnership transactions. Also in Boston, Susan Johnston is expert in the taxation of regulated investment companies, and Lorry Spitzer specializes in advising health care organizations and other types of tax-exempt organizations. Rom Watson is recommended for cross-border matters. Washington DC’s Erik Corwin advised Electro-Motive Diesel, in its $820m sale to Caterpillar subsidiary, Progress Rail Services. Clients include Domino’s Pizza, AstraZeneca, Goldman Sachs and MassMutual.

Covington & Burling LLP’s East Coast tax department expanded to 15 partners with the lateral hire of the highly experienced and knowledgeable Robert Culbertson from Paul, Hastings, Janofsky & Walker LLP; Culbertson and of counsel Kurt Baca, who joined the firm at the same time, provided advice on the federal tax consequences of a currency derivative trading program. Practice clients include Bristol-Myers Squibb, Brown Brothers Harriman and Sun Financial.

Foley & Lardner LLP’s Florida tax group ‘provides excellent service – prompt, comprehensive, and competent’, with strengths in tax and estate planning for high-net-worth individuals and families, and a broad-based tax support service for mid-tier corporations. Randolph Wolfe, the managing partner of the Tampa office, ‘is top shelf on all metrics’ and an excellent all-round business tax lawyer. Guillermo Fernández-Quincoces, in Miami, who also has a general business-based practice, ‘is as focused on solving a complex tax issue as anyone I have ever seen’. Albert Silva in Tampa is also a member of the firm’s hospitality, resort & golf industry group, and is recommended for tax advice in the sector.

Morris, Manning & Martin, LLP’s Atlanta-based, tax practice group has ‘no real weaknesses – we get good, practical, business-like tax advice. The team is an excellent choice for regional businesses and high-net-worth families and should be considered nationwide for a highly developed tax expertise in the non-listed REIT and timber sectors. Charles (Chuck) Beaudrot has recently advised in five REIT public offerings valued as high as $3.3bn for clients including Carter Validus Mission Critical REIT and Cole Credit Office/Industrial Trust. Fellow co-chair of the tax department Cassady Brewer is recommended for private corporation, partnership, and tax-exempt advice and planning.

Stroock & Stroock & Lavan LLP’s New York headquartered tax group consists of five partners, two of counsel and one associate. The tax expertise on offer reflects the mid-sized firm’s strengths in insurance, finance, hedge funds and private equity. Jeffrey Uffner, noted for his expertise in investment funds and restructuring, heads the team. Micah Bloomfield, a member of ISDA’s tax committee, has a broad-based practice, with a particular emphasis on financial and insurance products. Recent instructions include the representation of Specialty Underwriters’ Alliance in its $114m merger with a wholly-owned subsidiary of Tower Group. Practice clients include Mizuho Alternative Investments, Morgan Stanley Smith Barney and SkyBridge Capital.

Venable LLP fields a 25-fee-earner tax practice from Baltimore and Washington DC, with a growing presence in New York, and is recommended for mid-tier US domestic, international taxation and tax controversy. Within the generalist practice, Bryson Cook is recommended for tax support to privately held corporations and their owners. In a noteworthy niche Stefan Tucker in Washington DC, and Brian O’Connor in Baltimore, have developed considerable expertise in the REIT sector, a response to Maryland’s benevolent REIT taxation framework.


Domestic tax: West Coast

Index of tables

  1. Domestic tax: West Coast
  2. Leading lawyers

Leading lawyers

Gibson Dunn has a strong regional presence on the West Coast with a tax practice concentrated in Los Angeles, representation in Orange County, and access to the expertise of other US offices and the firm’s European tax lawyers. Though comparatively small, the practice group has extensive experience of the tax complexities in key Californian business sectors such as media and entertainment, technology and life sciences. Hatef Behnia ranks as the senior member of the team, although the younger attorneys are now also well-established. Paul Issler, a ‘very talented, very smart, low key guy’, provided tax advice to Intel in structuring and developing the multibillion-dollar WiMax network joint venture with partners including Clearwire Corporation, Sprint and Comcast. Dora Arash, ‘an encyclopedia of tax, a tremendous resource’, combines a strong tax planning department with controversy instructions. In Orange County, Scott Knutson is ‘a very good tax lawyer, diversified and practical’. Practice group clients include Washington Mutual, Nokia and Amazon.com.

Latham & Watkins LLP’s West Coast practice provides ‘service which is outstanding in every area, responsive, accurate and fairly priced’. The group of 26 fee-earners, largely housed in the Los Angeles office, has a well-established regional reputation and is also an integral component of the firm’s global network. In an outstanding department, David Kahn, chair of the Los Angeles tax department, is ‘a pleasure to work with, he understands the bigger picture issues we are trying to solve and advises accordingly’, and Michael Brody is ‘highly sophisticated, a true expert in real estate taxation’, and ‘responsive, accurate, simply the best tax lawyer we have ever encountered’. John Clair is recommended for his wide transactional expertise. Sam Weiner advised on tax issues when the Walt Disney Company acquired Playdom for $563m, and Larry Stein advised Yahoo! on the sale of the HotJobs website to Monster Worldwide for $225m. Kirt Switzer, who divides his time between the Silicon Valley and San Francisco offices, has advised San Francisco-based private equity firm Genstar Capital Partners on deals including the acquisitions of Granite Global Solutions and of Netsmart Technologies. Pardis Zomorodi is recommended for corporate, partnership and investment trust tax advice. Practice group clients include Live Nation Entertainment, Questar and Spansion.

Fenwick & West LLP is a leader in technology and life sciences sector legal service provision, and the excellent tax practice supports other departments in advising hi-tech businesses at all stages of development, from start-up to spin-out, through restructuring and M&A transactions. David Forst heads the tax department of some 20 attorneys which boasts a client base including several major corporations. James Fuller and Ron Schrotenboer are recommended. Adam Halpern provided tax advice to mobile video software and services Qik when it was acquired by Skype for an undisclosed consideration in January 2010, and to online specialty retailer Quidsi on its acquisition by Amazon.com. Clients include Amyris, Asthmatx and Axolotl.

Morrison & Foerster LLP’s West Coast tax practice group is ‘exemplary on all counts’. The firm is extremely strong in state and local tax representation, as reflected in the tax controversy section, and has also established a respected advisory practice capable of handling the most complex and high-value instructions. Niche expertise has been developed in timber-related REIT taxation and renewable energy tax credits. In recent matters, Robert Cudd, ‘a superb tax lawyer – outstanding’, provided tax counsel to Intel in its largest acquisition to date, the $7.7bn purchase of internet security provider McAfee. Joseph Fletcher represented Topcon Corporation, in its agreement to purchase the glaucoma and retina-related assets of California based OptiMedica Corporation. Senior associate Michelle Jewett ‘is as good as any junior partner’. Lawyers named are all based in San Francisco. Practice clients include Gemini Mobile Technologies, the Clorox Company and Topica Pharmaceuticals.

O’Melveny & Myers LLP’s tax practice is chaired from New York although the five West Coast offices house the larger complement. Well rooted in the region’s technology and bio-science sectors, and media industries, the firm also has a strong Asia practice. Luc Moritz is highly respected for his cross-border work, which includes a niche in India-linked transactions. Robert Blashek combines a structured finance and tax practice, and Silicon Valley-based Robert Fisher is recommended for transactional work. The lawyers named are based in Los Angeles except where indicated otherwise. Clients include the Weinstein Company, WebMD and Houlihan Lokey.

Paul, Hastings, Janofsky & Walker LLP’s West Coast tax practice group, chaired by Douglas Schaaf in Orange County, provides expertise in federal and state taxes to regional business sectors as well as having considerable international tax capacity. The practice group attracts a high proportion of direct instructions, including referrals from the Big 4 accountancy firms, as well as providing the tax expertise for the multidisciplinary teams handling major transactions. Los Angeles-based Alexander Lee provided the tax advice when Jacobs Engineering Group acquired the process and construction business of Oslo-listed Aker Solutions for $900m in February 2011. Nancy Iredale acted for Loyola University Health System in a significant case concerning the repayment of FICA payroll tax in respect of medical residents. In Palo Alto, Thomas Wisialowski specializes in investment fund taxation, and also has a REITs practice. Practice clients include Dole Food, Citigroup and Micromuse.

Dewey & LeBoeuf LLP’s two-partner, four-associate Los Angeles-based tax team represents the equity investors and finance providers in an estimated 70% of major renewable energy projects in the United States. Sean Moran, who divides his time between the Los Angeles office and New York, is one of the nation’s experts in renewables energy taxation: Moran represented Citibank in connection with the first leveraged lease of wind generating facilities in which Citibank committed to purchase the Alta Wind Projects from developer Terra-Gen Power and leased them back to a Terra-Gen subsidiary in a deal worth $1.2bn. Michael Duff, in the Los Angeles office, also has considerable experience of structuring complex partnerships and limited liability companies in the renewables sector. Practice clients include MetLife, Citigroup and Wells Fargo Bank.

Irell & Manella LLP’s tax practice group is substantially based in Los Angeles with a smaller team in Newport Beach. The firm was founded in 1941 with a significant tax component, and the tradition persists; the department provides highly effective all-round business tax advice. In recent representative matters, Elliot Freier, of counsel, provided tax counsel to telecom equipment-maker CPI International on the sale of the company to Comtech Telecommunications for cash and stock consideration of approximately $470m. Kevin McGeehan advised NYSE-listed casino operator Pinnacle Entertainment, on the tax aspects of the offering of $350m 8.75% senior subordinated notes and the refinancing of existing high-yield debt securities. Rob Zeitinger is expert in tax issues affecting the aviation sector. The tax practice group has advised US Biodiesel, CDS Holdings and Pinnacle Entertainment.

Loeb & Loeb LLP’s strongest suit is in trust and estate planning for high-net-worth individuals and closely-held family businesses. Stuart Tobisman has built an expert trust and estates group, which regularly handles the most complex advisory instructions and disputes. In January 2011, Tobisman and estate planning specialist Leah Bishop, who is ‘top notch – her response time is terrific and she knows her craft cold’, were members of the team which represented the trustees of the charitable trusts of the late Margaret Cargill, the largest individual shareholder of privately held food giant Cargill, through a series of stock exchange agreements which will over time release an estimated $9bn to the charitable foundations. Paul Frimmer is also recommended for estate, trust and charitable instructions, and John Arao for corporate tax planning and transactions. All lawyers named practice from Los Angeles. The firm has advised Bertelsmann, Frontline Management and the Hilton Foundation.

Orrick, Herrington & Sutcliffe LLP’s West Coast core of ten tax partners is housed in San Francisco, although expertise is also on offer in Los Angeles, Sacramento, Seattle and Portland. The group offers broad tax expertise and clients comment that the firm provides excellent, timely service. Nationwide practice chair George Wolf has been working with Citigroup and the US Treasury Department to develop solutions to tax issues affecting Build America Bonds. Grady Bolding provided tax advice to SodaStream International in its IPO on the Nasdaq Global Select Market. Charles Cardall is expert in municipal finance, non-profit corporation tax matters, and tax-exempt financing; Los Angeles-based Larry Sobel has a similar practice. Practice group clients include Quaker Chemical, Tennessee Energy Acquisition and Highland Capital Management.

Sidley Austin LLP’s West Coast tax lawyers practice from the Los Angeles and San Francisco offices. In recent instructions, Edwin Norris, chair of the Los Angeles tax group, represented Warner Bros in connection with a high-value joint venture involving the production and distribution of numerous video games, and Ivy Jones provided tax advice to Fortress Investment Group in connection with a structural recapitalization of Legendary Pictures, the co-producer of films including ‘The Dark Knight’, ‘Superman Returns’ and ‘Inception’. Clifford Gerber, in San Francisco, is expert in the tax aspects of public finance. Clients include Catholic Healthcare West, City of Los Angeles and San Francisco Public Utilities.

Skadden, Arps, Slate, Meagher & Flom LLP’s Los Angeles tax group, which ‘staffs leanly’ to give good value, provides ‘excellent service in terms of quick response time, full reflection on issues, and mature risk assessment’. Michael Beinus is ‘very good at tax planning’. Moshe Kushman, who has a nationwide client following, and a solid cross-border transactional practice, represented Carlyle Asia Pacific Buy-Out Fund II in the sale of a 49% stake in China’s Yangzhou Chengde Steel Tube Company to Precision Castparts; the deal was the second-largest private equity exit from China. Practice clients include Westwood One, Deutsche Bank Securities and BHP Billiton Finance.

Baker & McKenzie’s West Coast tax practice, some 35 lawyers strong, is based in Palo Alto. The firm’s main interest is in international taxation and transfer pricing, but the firm’s following of Californian technology and pharma businesses generates a significant flow of US domestic tax instructions. Gary Sprague heads the North California tax group in which Pat Powers is recommended for state tax planning, and John Peterson is expert in the hi-tech sector and also handles tax controversy. Clients include Alcon Laboratories, Whirlpool and Louisiana Pacific Corporation.

Cooley LLP’s West Coast tax practice is housed in the Californian offices of San Francisco, Palo Alto and San Diego, with a small presence in Broomfield, Colorado. The key tax expertise in California is directed at the Silicon Valley bio-pharma and hi-tech corporations, although the wider business community of the region is also well-served by business-oriented and friendly lawyers. Based in Palo Alto, Robert ‘Buff’ Miller provided tax advice to Genoptix when the company was taken over by Novartis, and in San Francisco, Susan Cooper Philpot provided tax counsel Dionex when the company was acquired by Thermo Fisher Scientific for $2.1bn. Mark Windfeld-Hansen, in the Palo Alto office, has advised in numerous high-value transactions, and is recommended for advice to emerging growth companies. Clients include Coltec Industries, Gilead Sciences and Verizon Communications.

DLA Piper LLP’s Californian 35-strong tax group is represented in Palo Alto, San Francisco, Los Angeles and San Diego. Members contribute to the national, and international, tax practices, and also meet the demands of the challenging regional market. Larry Tannenbaum has a strong REIT following and Ellen van Hoften is known for her sophisticated estate and transfer tax planning. Neil Balmert provided tax advice to a venture-backed medical device company on a complex $500m taxable reverse cash merger. Arthur Rinsky, in Palo Alto, also has a broad business-oriented practice with a bias towards real estate and partnerships. Lawyers are based in San Diego except where otherwise indicated. Practice group clients include Allergan, Sanmina-SCI and Silicon Laboratories.

Foley & Lardner LLP’s tax team is small but very competent. Peter Elias in San Diego is well-followed by private equity and real estate investment funds, he represented Pacific Office Properties in structuring a joint venture investment fund for the acquisition and operation of an office park. Mark Schieble, in San Francisco, has a wide practice which includes trust and estate planning. Practice clients include Scripps Health and the Shidler Group.

McDermott Will & Emery LLP’s Silicon Valley office houses the firm’s core West Coast tax lawyers, with the team also represented in Los Angeles. International tax work is the key focus of the team, although John Ryan has a wide planning and controversy practice, and Roy Crawford is an experienced SALT lawyer. Clients include Buy.com, Chevron and Mercury General.

Mitchell, Silberberg & Knupp presents as a top quality mid-sized firm with an excellent reputation for entrepreneurial support and a particularly developed niche in the entertainment sector, intellectual property, and trust and estate tax. ‘Excellent and dynamic’ David Wheeler Newman is an expert in state and individual tax planning and charitable giving, and Allan Cutrow is highly commended for a similar practice which includes controversy representation. Jeffrey Davine has considerable expertise in the entertainment industry, and is recommended for federal and SALT tax controversy. Robert Lowe has a strong employee benefits practice. All lawyers named are based in Los Angeles. Clients include L-3 Communications and UCLA Foundation.

Munger, Tolles & Olson’s tax department provides a comprehensive service in federal taxation, handling large and mid-tier transactions and advisory matters as well as controversy. Stephen Rose heads the tax department from Los Angeles; he recently provided advice to Berkshire Hathaway in its $44bn acquisition of the remaining 77% of outstanding Burlington Northern Santa Fe Corporation shares not already owned; the deal was structured as a tax free merger. Also recommended, David Goldman advised Oaktree Capital Management in connection with its investment in, and the restructuring of, German yacht maker Bavaria Yachtbau. Practice clients include Edison International, United Talent Agency and Universal Music Group.

Pillsbury Winthrop Shaw Pittman LLP’s West Coast tax practice is represented in Los Angeles, San Francisco, San Diego and Silicon Valley. The ‘incredibly responsive, very smart, and relentless’ Julie Divola heads the San Francisco tax department, which represented Clearwater Paper in connection with its $500m December 2010 acquisition of specialty paper product producer Cellu Tissue Holdings. ‘Technically excellent’ William Bonano, also resident in San Francisco, includes cross-border transfer pricing within his wide practice.

Proskauer Rose LLP’s Los Angeles tax and personal planning departments are commended for ‘gold standard service. Mitchell Gaswirth is ‘analytical, practical and proactive’ and expert in complex trust and estate matters; Gaswirth led the work for the Co-Trustees of the Merv Griffin Living Trust in connection with the income and wealth transfer tax issues. Michael Fernhoff, who specializes in the federal tax aspects of transactions and restructuring, left Kaye Scholer LLP to become a partner in the Los Angeles office in January 2010.

Steptoe & Johnson LLP’s Phoenix-centered tax practice attorneys ‘are knowledgeable, and proactive in anticipating problems’. Co-chair Pat Derdenger, who is ‘attentive, communicative, and sensitive to client billing concerns’, includes controversy within his corporate tax practice. Dawn Gabel is recommended for her SALT expertise. Practice clients include First Data Corporation and National Semiconductor.

Winston & Strawn LLP’s Californian-based SALT tax group is led by Charles Moll ‘overall, an outstanding state and local tax attorney’, from San Francisco. The firm currently represents both Elan Pharmaceuticals and Genentech in several cases of first impression involving a number of high-profile biotech industry issues. Practice clients include Marie Callender and Hitachi.


Employee benefits and executive compensation

Index of tables

  1. Employee benefits and executive compensation
  2. Leading lawyers

Cleary Gottlieb Steen & Hamilton LLP’s highly rated New York EBEC group covers the practice area comprehensively, offering advice and support in regulation, ERISA fiduciary matters, and the compensation aspects of mergers and acquisitions. The 25-strong group, whose members ‘work as extended members of the in-house team’, provides a ‘combination of technical skills, a practical, problem-solving mindset, and effective communication’. All four partners practice at the highest level. The ‘truly exceptional’, Brick Susko acted as counsel to the Securities Industry and Financial Markets Association (SIFMA) in connection with the executive compensation aspects of the financial industry bailout. Arthur Kohn, who ‘is client focused and has an intelligent risk-taking perspective’, advises Citigroup and Credit Suisse on pension investment regulation. Robert Raymond, who has advised numerous private equity firms in EBEC matters, advised TPG in connection with restructuring of executive compensation arrangements of several portfolio companies, including Biomet, Kraton Polymers and Sovereign Holdings. Michael Albano was counsel to the UAW in negotiations relating to the Chapter 11 proceedings of Chrysler and General Motors; in both cases complex and precedent ERISA issues were addressed. Counsel Mary Alcock is highly recommended. The team regularly represents Goldman Sachs, Morgan Stanley, and the 3M and UTC Pension Plans on ERISA investment matters, and has provided executive compensation advice to Google, Hartford Financial, Highstar Capital and Honeywell.

Groom Law Groupis very responsive, knowledgeable in ERISA matters and provides practical advice, and the attorneys are easy to work with’. Commended for excellent Washington DC connections and keeping clients abreast of cutting-edge developments, the firm fields ‘experts in almost every issue related to employee benefits’. The firm, as the largest employee benefits specialty firm in the US, should be distinguished from the large law firms whose expertise in executive compensation and benefits is linked to transactional and regulatory instructions. It frequently receives referrals from other law firms in connection with benefits matters. The expert Washington DC-based practice group houses several former government lawyers, and the firm ‘knows its way around the corridors’. Recent representative assignments include serving as lead outside counsel in the re-design of a number of executive compensation arrangements at several Fortune 100 companies in connection with complex new requirements under section 409A of the Tax Code, and working with the in-house counsel of several Fortune 200 companies and large tax-exempt charities and foundations to redesign retirement and health benefits in line with current practice. Client recommended lawyers include fiduciary responsibility expert Roberta Ufford, pension and welfare plan guru Lonie Hassel and executive compensation group chair John McGuinness, who are ‘very knowledgeable, responsive and practical, and a pleasure to work with’. Andree St Martin is ‘a star, she has a wealth of knowledge and experience that transcends others yet is able to explain the nuances of ERISA to novices’ and there is ‘none better in the benefits area’ than Gary Ford, an expert on issues relating to the treatment of employee benefit plans in bankruptcies. Brigen Winters specializes in health and welfare, executive compensation and tax-qualified arrangements. Other acclaimed members of the firm include David Levine, Louis Mazawey, David Powell, Jon Breyfogle, and Mark Lofgren, and Jennifer Eller Active clients of the firm include American Benefits Council, Eli Lilly, Hess Corporation, Pfizer and Prudential Financial.

Latham & Watkins LLP’s ‘highly skilled and experienced practitioners’ provide a full range of transactional and advisory services and have particular expertise in the design and administration of executive compensation arrangements and employee benefit plans, including ERISA structuring. The Los Angeles team includes chair of practice James Barrall, who recently advised Rakuten on a variety of employee benefits matters when it acquired e-commerce website Buy.com, and David Taub, who represents leading corporates including Integra LifeSciences and Mattel in connection with ongoing executive compensation matters. New York-based Bradd Williamson, who ‘is very creative in identifying the most streamlined and appropriate way to respond to new legal requirements’, advised Goldman Sachs on general executive compensation and benefits issues in connection with the sale of energy investments including Cedar Bay and Power Services. In Chicago, Robin Struve is recommended for all EBEC aspects of corporate transactions, as is David Della Rocca in Washington DC. Clients of the practice group include Ameron International, GE Capital, Odyssey Investment Partners and Avery Dennison.

Proskauer Rose LLP’s executive compensation and employee benefits lawyers are ‘always very responsive, thoughtful and practical, and great in sensitive and time critical situations’, and the ‘team is deep and ready to step in at a moment’s notice’. The firm has one of the largest practice groups in the wider EBEC discipline, with second to none coverage of the area. Clients consistently comment that ‘the team is very responsive, and its advice reflects both a sophisticated understanding of the law and an appreciation of practical realities’. The New York group is the main engine of the department. Michael Sirkin, ‘really the dean – bright, hard working, and an absolute bulldog in getting things done’, co-chairs the department with ‘superb problem solver’ Rory Judd Albert. Accolades are also awarded to Andrea Rattner, whose ‘depth of knowledge and involvement in this practice area, the business and trends, is terrific’; Neal Schelberg ‘one of a kind, he is the only practitioner in this field I would select to brief a CEO or corporate board’; Michael Album, ‘a responsible, careful, prudent, knowledgeable advisor’; Robert Projansky who ‘displays real business knowledge and acumen in the advice he gives’; and Ira Bogner who ‘provides a level of comfort with respect to business issues that is rare in the world of ERISA lawyers’. In Washington DC, Paul Hamburger is ‘one of the best in his field, he inspires a high level of confidence and is a pleasure to work with’. The firm serves as ongoing benefits and executive compensation counsel on behalf of International Securities Exchange (ISE), and the major entertainment industry pension funds including the AFTRA Health and Retirement Funds, American Federation of Musicians and Employers’ Pension Fund, and Actors’ Equity – Broadway League Pension and Retirement Funds. In corporate instructions, the group advised Nokia in its search for its new CEO and negotiation of the employment contract and equity arrangements. Other clients of the practice include Morgan Stanley Smith Barney, Metropolitan Museum of Art, Chrysler Group and Grifols.

Simpson Thacher & Bartlett LLP’s group is ‘smart, knowledgeable, professional, responsive and accessible’. New York-based Alvin Brown, who is ‘friendly and rapidly understands his clients’ perspective’, chairs the practice.

The group has four partners in New York and a further partner based in Palo Alto, and 18 other fee-earners. The group contributes expertly to most of the major corporate and restructuring transactions handled by the firm, designing and implementing all types of compensation plan, and advising on technical and regulatory issues. The department has a reputation for stability, and the three experienced counsel, each of whom specializes in an EBEC sub-set, are a noteworthy resource. Recommended lawyers include Brian Robbins, who is ‘smart, knowledgeable, professional and responsive’, and Andrea Wahlquist, who ‘does not push off issues to junior people to deal with’. Wahlquist and her team provide ‘responsiveness, guidance, expertise, and work incredibly long hours’. Gregory Grogan led the work for PPL Corporation on compensation and benefits-related matters, and the implementation of new compensation arrangements and renegotiation of prior agreements, in its $7.625bn acquisition of Louisville Gas & Electric Company and Kentucky Utilities Company, from E.ON. Other clients of the department include DirecTV Group, AOL, People’s United Financial, Kohlberg Kravis Roberts and Blackstone Group.

Baker & McKenzie’s team works within the compensation & employment law practice, and with expert lawyers in the firm’s global network – ‘no other law firm has the geographic reach’. The level of service is superlative – the firm is best in class when it comes worldwide equity compensation lawyers’, and ‘is most certainly one of the leaders in the field of global stock plans’. A triumvirate of partners heads the executive compensation and benefits team: in Chicago, Maura Ann McBreen, ‘world class – an effective and persuasive communicator who is able to simplify very complex matters to non-specialists’, and David Ellis, and, in San Francisco, Valerie Diamond, who advises many of the largest companies in Silicon Valley. New York-based Richard Reilly has ‘extensive expertise in executive compensation matters, and excels at providing practical advice in an area that continually grows more important and more complex’, and in San Francisco, Edward Burmeister is ‘the world’s leading expert on all law that affects equity compensation’. The group provides ongoing compensation and benefits advice to numerous leading multinational corporates.

Covington & Burling LLP’s employee benefits advisory practice has ‘more intellectual horsepower than other firms in this area’, whose ‘very responsive and knowledgeable attorneys create confidence that employee benefits compliance is assured’. A cadre of 14 partners in Washington DC, several of whom have served in senior government positions, is well-connected with government agencies, and contributies to policy development through a close involvement with professional associations including The ERISA Industry Committee. The group handles matters ranging from pension plan tax advisory work to the complex reorganization of contractual and pensions arrangements in cross-border M&A transactions. The firm also has an experienced ERISA litigation group of similar size with which the advisory practice lawyers work closely. It advises Dow Chemical Company on the full variety of legislative, rulemaking, litigation, administrative dispute, fiduciary, investment, plan design, and compliance matters in the employee benefits and executive compensation arena. Client-commended lawyers in a very strong department include Seth Safra for his ‘his subject matter expertise’, and Richard Shea, for ‘superb work and his breadth and depth of knowledge in the defined benefit pension area and the Pension Protection Act’. Also recommended are Michael Francese and Amy Moore. John Vine, the former group chair, now of counsel, brings tremendous experience and gravitas to the department. Practice group clients include General Electric Company, Honeywell International, Union Pacific and Verizon.

Cravath, Swaine & Moore LLP’s ‘lawyers are superlative; uniformly intelligent, incredibly responsive and very knowledgeable in their subject areas’. The group advises on all aspects of executive compensation and benefits at the highest level, and brings wider expertise in corporate governance, taxation, ERISA and securities law to the table. Eric Hilfers is leading ongoing work for Bank of America in connection with corporate governance matters, including proxy compensation disclosure advice and implementing the recent Dodd-Frank executive compensation provisions. Jennifer Conway, who ‘provides exemplary service’, represented UAL Corporation in its $3bn merger with Continental Airlines, advising on all compensation and benefits matters, including new executive compensation arrangements and modification of existing employment agreements. Other active clients of the practice group include Qualcomm, The Brink’s Company, Time Warner and Barnes & Noble.

McDermott Will & Emery LLP, with one of the largest EBEC practices in the US, ‘has a good grasp of the nuances and intricacies of employee benefits/executive compensation area – I don’t get that sense from other firms’. The ‘deep talent pool’ covers both the executive compensation and employee benefits practice areas. The large Chicago group includes welfare benefits expert Amy Gordon, who is ‘thoughtful, thorough and listens, thereby producing work that is comprehensive and captures the concerns voiced’, and senior counsel Jared Kaplan, who has ‘very broad knowledge, extensive and experience in all ESOP matters, and is excellent at communications and negotiations’. Also in Chicago, Karen Simonsen has ‘exceptional expertise in employee benefits, unparalleled client service abilities, and has built, and promoted, a first-rate team around her’. Diane Morgenthaler provided advice to Amcor Rigid in restructuring its US benefit programs following the purchase of the Alcan packaging business. Also recommended in Chicago are office partner-in-charge Nancy Gerrie, for her broad practice, and Susan Schaefer, for tax-qualified retirement plans, with a particular emphasis on ESOPs. Washington DC-based David Rogers advises the New York Port Authority on its government retirement plans, and is ‘brilliant, modest, practical, ethical, responsive collegial and economical – an excellent thinker and communicator’. In Boston, Andrew Liazos has ‘excellent technical and provides practical advice, and has a very broad network of contacts with appropriate regulatory entities’. Practice clients include Motorola, Northrop Grumman, Fortune Brands, Tribune Company and Liberty Mutual Group.

Morgan Lewis has a ‘top notch compensation and benefits practice with unmatched breadth and depth that can handle a heavy work load’. Clients comment, ‘It is somewhat unique because its benefits team sits as a standalone group providing advice to companies in their day to day operations, and not tangentially related to transactions’. Partners are based in several of the firm’s US offices including, in order of the size of complement, Philadelphia, Pittsburgh, New York and San Francisco. Robert Lichtenstein leads the group from the Philadelphia office, in which Mims Maynard Zabriskie is ‘very intelligent and highly efficient – she and her team give very solid employee benefits advice’, and Steven Spencer in Philadelphia, is ‘a true expert in his field and his deep knowledge of his practice area adds tremendous value’. Amy Pocino Kelly led the work when the team represented Grupo Bimbo on all labor, employment, employee benefits, insurance, and franchise aspects of Grupo Bimbo’s definitive agreement to purchase Sara Lee Corp’s North American fresh bakery business for $959m. In Washington DC, benefits specialist Gregory Needles and ERISA litigator Don Havermann are ‘both are extremely knowledgeable of the law and industry practice – they are extremely responsive to client requests and work effectively and efficiently’. In New York, Craig Bitman, ‘is knowledgeable and responsive; he truly cares about his clients and their success’. Pittsburgh-based Randall Tracht is ‘knowledgeable, reachable, and practical’. Clients include Maersk, DHL, Morgan Stanley, Toyota, Neiman Marcus and Pitney Bowes.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is ‘a terrific firm, better and more efficient than most – it provides excellent legal advice for good value’. Robert Fleder chairs the New York-based practice which offers a very broad-skill set and exceptional experience in instructions, including public and private corporate transactions, executive compensation arrangements and support of ERISA litigation. The highly rated Lawrence Witdorchic assisted recently formed investment firm Aveon Management to create a management incentive plan unique to a publicly traded partnership, and to design new employment agreements and restricted unit equity awards for top management. Robert Fleder helped to develop replacement employee benefit programs for some 5,000 professionals when General Atlantic Partners and Kohlberg Kravis Roberts acquired defense engineering contractor TASC from Northrop Grumman. Practice clients include Harbinger Capital Partners, Oaktree Capital Management, Citigroup and AbitibiBowater.

Weil, Gotshal & Manges LLP’s New York-based executive compensation and employee benefits lawyers are ‘very responsive and knowledgeable, and their advice is always sound and well thought out’. The group has a comprehensive breadth of expertise in the EBEC area and plays an integral part in virtually every corporate transaction handled by the firm. Michael Kam is ‘especially strong in all employee issues, he can quickly assess the issue and provide creative recommendations and solutions’, and Amy Rubin is ‘extremely responsive and knowledgeable’. In late 2010, Andrew Gaines counseled French aerospace and security conglomerate Safran on the benefits and compensation issues of its $1.19bn acquisition of a majority stake in US biometrics company, L-1 Identity Solutions, and represented Estée Lauder in its acquisition of Smashbox Beauty Cosmetics. Other active or recent clients of the practice group include AIG, Cardinal Health, Lehman, GE and GM.

Davis Polk & Wardwell LLP’s New York-based executive compensation and employee benefits practice lies within the corporate department. The expert lawyers advise on compensation and benefit aspects of the numerous high-value transactions handled by the firm and also advises on ERISA matters. Barbara Nims and Edward FitzGerald ‘have excellent judgment and provide a knowledgeable, responsive service’. Jean McLoughlin, who is particularly expert in the design of management equity programs and other executive employment arrangements, spends part of her time in the Menlo Park office. In recent representative instructions, the group provided benefits advice to Grupo Financiero Santander and Banco Santander in connection with the acquisition of GE Capital’s consumer mortgage business in Mexico. Practice group clients include Emerson Electric, GMAC and MetLife.

Debevoise & Plimpton’s executive compensation group’s ‘professionalism, response times, and work quality is top notch’. The three-partner New York practice group, though small, is widely experienced in corporate governance, ERISA and tax and securities laws. Lawrence Cagney, chair of the executive compensation and employee benefits group, is ‘very intelligent, efficient and has great knowledge in related areas such as tax and accounting’; Elizabeth Pagel Serebransky is ‘outstanding in responsiveness, business/industry knowledge, and understanding complex issues’; and Jonathan Lewis is ‘top in terms of relative performance’. In recent instructions, the group advised on compensation matters for Hewitt Associates in its $4.9bn merger with Aon Corporation, and counseled Verizon Communications in the spin-off and merger of its wireline businesses in 14 states to Frontier Communications. Practice clients include Discovery Communications, MetLife and Royal Dutch Shell.

Dechert LLP is ‘more knowledgeable than any other US firm on ERISA, with pricing below other firms – even though they’re the best on the street’, according to clients. The benefits and compensation practice group provides support to the transactions, bankruptcy and reconstruction departments, as well as advising on individual executive compensation arrangements. The four-partner US group is represented in the Philadelphia, New York and Boston offices. David Jones, who chairs the practice from Philadelphia, assisted a global pharmaceutical company in the redesign of its US retirement plans, and in the same office, Kathleen Ziga has advised numerous investment managers to pension plans on numerous portfolio management issues, including swap agreements, securities lending, and futures and derivative transactions. Elsewhere, Boston-based Susan Camillo, and her team ‘provide outstanding service, generally including helpful immediate suggestions on the phone, and prompt follow-up information including more detailed guidance and documents’. In New York, Stephen Skonieczny is ‘clearly a substantive expert’.

Fried, Frank, Harris, Shriver & Jacobson LLP’s Laraine Rothenberg and Donald Carleen co-chair the expanding New York practice which provides broad-ranging advice across the EBEC field and handles direct instructions as well as supporting the transactions and restructuring departments. In complex recent matters, it advised Abraxis BioScience on executive compensation issues in its $2.8bn acquisition by Celgene Corporation, and represented Cooper-Standard Automotive Holdings and its US subsidiaries in connection with their $1.1bn Delaware Chapter 11 bankruptcy. Jeffrey Ross is recommended for private equity and investment fund instructions. Practice clients include GS Mezzanine Partners, AEA Investors, Medco Health Solutions and Northrop Grumman.

Miller & Chevalier Chartered’s 18-strong, Washington DC-based employee benefits practice has a ‘deep level of knowledge with respect to executive compensation and benefits, in particular qualified retirement plans and nonqualified deferred compensation’. The practice has achieved nationwide penetration, and during the last three years, has represented more than 30% of the Fortune 100 and more than 20% of the Global 100. Christopher Condeluci joined the firm in 2010 after a term as tax and benefits counsel to the Senate Finance Committee. Recommended lawyers include benefits expert Marianna Dyson, Anne Batter for complex executive compensation matters, Frederick Oliphant and Gary Quintiere.

Seyfarth Shaw’s large employee benefits and executive compensation practice group provides ‘good value, deep knowledge and a better client focus than other firms’. The Chicago-centered practice fields partners in several locations including Atlanta, Washington DC, New York and Los Angeles. The majority of some 40 partners specialize in the area, although some also litigate in addition to offering advisory practices. The group is particularly, but not exclusively, recommended for instructions in the non-profit sector. Chicago-based chair Peter Miller has led the growth of the department and continues to manage the team’s relationship with 120,000-employee defense company Northrop Grumman. In the same office, Diane Dygert has ‘a very broad knowledge, and is pragmatic due to previous in-house experience’. In New York, Howard Pianko and Randall Montellaro ‘have the rare ability to take very complicated issues and explain them in a very easy-to-understand way without making us feel stupid’. Fredric Singerman in Washington DC is also recommended. Los Angeles-based Alan Cabral recently acted for OCU Pension Trust to successfully establish a new multi-employer pension trust and merge 14 single employer plans into it. Practice clients include Thrifty Automotive Group, Dow Chemical, FDIC and General Electric.

Skadden, Arps, Slate, Meagher & Flom LLP’s five partner executive compensation and benefits practice group is ‘excellent – in response time, expertise and appropriateness of advice’. Stuart Alperin leads the broad-based and experienced group from New York, where Neil Leff ‘does a great job, and Regina Olshan ‘has an incredible command of the law’. Joseph Yaffe in the Palo Alto office is ‘creative, accessible and friendly and has great depth in equity compensation issues’, and Los Angeles-based Michael Lawson is ‘an extraordinarily good lawyer and a joy to work with’. The firm advised BlackRock on the highly complex compensation issues of its $20bn acquisition of Barclays Global Investors to create BlackRock Global Investors. The group has advised Burger King, Merck, Süd-Chemie AG and Valeant Pharmaceuticals.

Sullivan & Cromwell LLP’s 20-strong executive compensation and benefits practice is substantially housed in New York, with just one special counsel based in Washington DC. The group advises on transactions and post-merger arrangements, implementation of new plans, and evaluation of future benefit plan liabilities as well as the design and implementation of tax-qualified employee benefit plans, and advises on related compliance and fiduciary matters. Recommended lawyers include Max Schwartz, the co-managing partner of the practice, and Marc Trevino, the second co-chair. Andrew Mason, who is also a member of the tax practice group, is recommended for individual executive instructions. Recent complex instructions include advising AIG in connection with its $15.5bn sale of ALICO to MetLife, and its $35.5bn sale of AIA Group to Prudential The practice group has advised AIG, AT&T, Cablevision, Collective Brands, Eastman Kodak and Goldman Sachs.

Wachtell, Lipton, Rosen & Katz includes compensation and benefits as one of the firm’s seven key practice areas and members of the practice group appear in many high-profile transactions. Representative recent instructions include Cardinal Health in its acquisition of Kinray, Atlas Energy in its acquisition by Chevron, Momentive Performance Materials Holdings in its merger with Hexion, and Phillips-Van Heusen in its acquisition of Tommy Hilfiger. The five-partner group provides ‘first rate, imaginative advice’ which is geared to business needs. Jeannemarie O’Brien specializes in complex transactions involving financial institutions and Michael Segal’s practice extends beyond transactions to include advice on senior executive recruitment and termination. Jeremy Goldstein has led in some of the major M&A transactions of the last decade. The practice group has recently advised Creative Arts Agency, Walgreen, Centex, CenturyTel and PNC Financial.

Baker Botts L.L.P.’s compensation and benefits practice fields six partners who practice predominantly in the discipline. In recent instructions, Gail Stewart and special counsel Elizabeth Piland advised on compensation issues when NYSE-quoted Noble Corporation acquired privately held rig-owner FDR Holdings in a $2.26bn June 2010 deal. James Raborn advised in the July 2010 Babcock & Wilcox spin-off of certain business operations to McDermott Will & Emery LLP. Recommended lawyers include Rob Fowler, and Dallas-based Felicia Finston. Lawyers are resident in Houston unless otherwise stated. Recent active clients of the practice group include AT&T and Dominion Resources.

Bracewell & Giuliani LLP’s Texas-centered compensation and benefits practice provides ‘excellent, responsive service and very experienced and knowledgeable attorneys’, and is praised for ‘industry knowledge and business acumen’. Practice chair Bruce Jocz, and Michael Tomberg ‘are both highly competent attorneys’, and Scott Sanders is ‘knowledgeable and practical – his work is thorough and well communicated’. The firm represented Apache Corporation in employee benefits negotiations and due diligence in its proposed $7bn acquisition of BP oil and gas business units in the US, Canada, Mexico and Egypt. All lawyers named are based in Houston. Practice clients include Calpine Hill-Rom Holdings, Benchmark Electronics and Kinder Morgan.

Caplin & Drysdale’s employee benefits group’s ‘response time is immediate; knowledge is comprehensive; advice is always exactly what we need; the team is deep; and the billings are low for the value added’. The team’s clients include major multinational corporations, and not-for-profit and governmental institutions such as charities, international organizations, schools and churches. Recommended lawyers include Richard Skillman, who is ‘always available, knows the issues comprehensively, recalls our unique circumstances, and provides immediate response’, and Joanne Youn, promoted partner in February 2011, who has an in-depth knowledge of healthcare issues. In a representative instruction, the team advised and represented the Variable Annuity Life Insurance Company (VALIC) in the design and drafting of the retirement plans and annuity contracts offered to customers including public school districts, colleges and universities, and other tax-exempt organizations. Clients include Bank of Montreal, Ingersoll-Rand Company and Teekay.

Clifford Chance’s New York-based six-fee-earner compensation and benefits tax practice ‘compares well to other firms’, and works closely across the global network, frequently joining multi-disciplinary teams servicing the firm’s strong following of international corporations. Specific expertise in the US practice group includes the tax aspects of ERISA, stock ownership, benefits and profit-sharing schemes. Jeffrey Lieberman, who ‘provides good quality service’, provided the benefits and compensation advice when the firm assisted in the structuring of a new multinational aircraft leasing company, Milestone Aviation Group. Clients of the group include DLC Realty, Permira and Momentive.

Hogan Lovells US LLP has 15 US partners who contribute to the firm’s ‘very knowledgeable, practical and responsive’ global employee benefits practice. The majority are based in Washington DC, where William Neff, noted for his ‘ability to communicate complicated and arcane issues’, heads the department. Neff is leading the work for NextEra Energy, a Fortune 200 company, on implementing a new long term equity incentive plan that reflects current thinking in best pay practices while maintaining consistency with the company’s incentive compensation philosophy. In the same office, Margaret de Lisser, ‘the anchor of the ERISA practice, is very strong on technical expertise’, and Kurt Lawson ‘created a very favorable impression’. The firm served as lead international compensation and benefits counsel to Ford Motor Company on the pensions and benefits issues associated with the divestiture of Volvo; the transaction involved employees and benefit plans in some 35 countries. Practice group clients include Deltacom, Dow Jones & Company, DuPont Fabros Technology and Fox Entertainment Group.

Ivins, Phillips & Barker, the Washington DC-based tax and benefits boutique, fields a 16-fee-earner employee benefits practice, which acts for many of the leading US and international corporations, including, Bayer, the Boeing Company, Federal Express, Ford Motor, HJ Heinz and Xerox, and a large number of mid-tier businesses. Kevin O’Brien is a well recognized heavyweight practitioner and an expert in ERISA, and William Sollee, an expert in the tax aspects of compensation and benefits, is also recommended. The practice group, particularly expert in ERISA, is frequently appointed as long term counsel to advise on the routine administration of pension funds, and compensation issues, but also assists with one-off sophisticated or complex matters. Other niches of expertise include cash balance plans and health and welfare plans. Much of the group’s work is confidential and involves representation of clients before the Treasury Department, the IRS and the Pensions Benefits Guaranty Association.

Morrison & Foerster LLP’s EBEC attorneys are ‘very responsive and have a deep understanding of the substantive area’. The West Coast practice of three partners divides between the Palo Alto and San Francisco offices. The practice offering ranges from a major contribution to the multidisciplinary teams on large transactions to bespoke advice on the structuring of new benefit and pensions plans, and representation to government agencies. Michael Frank, who leads the group from Palo Alto, has ‘an extremely broad and deep level of technical knowledge, provides timely and accurate responses, and is easy to work with’. San Francisco-based Paul Borden represented On Semiconductor in the executive compensation and employee benefits aspects of its $366m acquisition of SANYO Semiconductor, and Patrick McCabe, in the same office, led the design work and drafting of a global performance incentive plan for Fujitsu. Active clients of the practice group include Fujitsu, Intel, Del Monte and Adobe Systems.

Orrick, Herrington & Sutcliffe LLP’s San Francisco-centered benefits and compensation practice group provides ‘a high quality level of service and a very strong bench even if the key partner isn’t there’. The group attracts assignments from major corporations including Cisco Systems and Barclays Capital. Jonathan Ocker, the head of the benefits and compensation group, is ‘excellent technically and as a counsellor’, and Nancy Chen in Silicon Valley is ‘both knowledgeable and extremely responsive’. The team is advising the compensation committee of Orbitz Worldwide in connection with various executive compensation matters, global equity matters and SEC disclosure of executive compensation. Other recommended lawyers include William Berry and Juliano Banuelos. Clients of the practice include Agilent Technologies and Fujitsu.

Pillsbury Winthrop Shaw Pittman LLP’s New York-based Susan Serota, an experienced and knowledgeable expert across the executive compensation and benefits field, leads the practice group. The 10-partner team, which is represented in East and West Coast offices, advises on matters including qualified retirement plans, fiduciary issues, health and welfare plans and mergers and acquisitions such as Clearwater Paper’s acquisition of Cellu Tissue Holdings. Recommended lawyers include Peter Hunt in New York, whose recent experience includes designing stock option plans and other equity-based compensation plans for traditional and emerging technology companies. Representative clients of the group include Chevron, Schering-Plough and Mead Johnson Nutrition.

Shearman & Sterling LLP’s six executive compensation and employee benefits US partners are based in the New York office, where the pragmatic and experienced Linda Rappaport chairs the group. The bias of the firm is towards transactions. Jeffrey Crandall provided benefits and compensation advice when the firm represented Goldman Sachs, Deutsche Bank Securities and Morgan Stanley as underwriters in connection with American Airlines public offering of $500m face value of Pass Through Certificates. John Cannon advised Boston Scientific Corporation in its planned sale of its Neurovascular business to Stryker Corporation in a transaction valued at $1.5bn. The practice group has provided advice to clients including Dow Chemical, Sterlite Industries and Credit Suisse.

Sutherland Asbill & Brennan LLP’s benefits and compensation group ‘has a sufficient number of benefits attorneys and clients to able to see a wide variety of topics and learn how others are responding’. Washington DC-based Jerome Libin leads a team which is ‘knowledgeable, thorough, responsive, and provides valuable advice’. In Atlanta, Alice Murtos ‘is without question a standout member of the employee benefits and executive compensation team – her in-depth employee benefits and executive compensation knowledge is phenomenal’. Washington DC-based Adam Cohen is ‘fantastic – very responsive, very current on issues and trends’. Carol Weiser and counsel Vanessa Scott served as counsel to Kraft Foods in connection with employee benefits and executive compensation issues in its $19bn acquisition of Cadbury.

White & Case LLP employee benefits and executive compensation practice has ‘quick response times, and a high level of business acumen/industry knowledge’. The May 2010 loss of former chair Kenneth Raskin to King & Spalding LLP is significant, although the two continuing partners are both strong practitioners. New York’s Mark Hamilton, who now heads the practice and whose wide practice spans compensation, benefits and pensions matters, combines ‘responsiveness and practical application’ in his approach, and Linda Carlisle in Washington DC is ‘strong technically, and provides timely advice in an efficient manner’. Carlisle continues to serve as general counsel to Employee-Owned S-Corporations of America, an association representing over 100,000 employee-owners. Recent instructions include assistance to Giant-Carlisle, a division of the supermarket giant Ahold USA, in its acquisition of 25 stores in Virginia from Ukrop’s Super Markets, a family owned grocery business. Clients of the practice group include Mexichem Flúor, Harvest Partners, Pilot Travel Centers and Calpine.

Arent Fox LLP’s Washington DC benefits practice is biased towards ERISA matters in the widest sense. The firm has a reputation for fixing problem plans, as well as being competent in complex advisory areas, including advice to pension plan trustees looking to expand investment portfolios into areas such as real estate. The small group provides ‘an overall level of service which is top-notch’ and ‘reasonably priced’, to a clientele of mid-tier corporations, non-profit institutions, pensions funds and individuals. Recommended lawyers include practice chair William Charyk, who has ‘in-depth knowledge of ERISA and provides high quality advice, guidance, and written documents within a very responsive timeframe’, and Quana Jew, who is ‘particularly excellent and extremely client-focused’. Clients include Carl Zeiss, Choice Hotels International, K-Sea Transportation and AARP.

Gibson Dunn provides excellent service standards in an all-round practice which handles both benefits and compensation issues including ERISA, tax and fiduciary matters, plan design and compliance. The five-partner, eight-associate practice is co-chaired by Michael Collins in Washington DC and Stephen Fackler in Palo Alto. Los Angeles-based Sean Feller is providing ongoing advice to AECOM Technology Corporation in connection with the design and administration of executive and employee compensation and benefit plans and arrangements and related SEC disclosure obligations. William Kilberg has a broad and expert advisory practice, and is a member of the team representing the NFL Players Association in collective bargaining over employee benefits. Practice clients include Douglas Dynamics, Dole Food and Apple.

Greenberg Traurig LLP’s benefits group’s ‘overall level of service has been excellent; the lawyers responded to my needs immediately, courteously and correctly’. Steven Lapides in Miami and Jeffrey Mamorsky in New York co-chair the practice, which is represented in several of the firm’s US offices. Recommended lawyers in Florida include Jeffrey Kahn, who ‘deals in the big picture and reduces problems to elemental answers – he is a superb rainmaker and produces expected results’, and Brandon Feingold, who ‘delves into the problem areas with a gusto and intelligence unmatched by any other ERISA tax lawyers’.

Kirkland & Ellis LLP’s eight-partner benefits practice is led by the experienced Vicki Hood from the firm’s Chicago office, where most members are based, with some representation in New York. The practice group provides comprehensive benefits counseling, advice in the structuring of new bespoke plans, and assistance with M&A transactions and the restructuring of existing plans, as well as ERISA litigation representation. Laura Bader specializes in ERISA fiduciary and regulatory matters. Scott Price handled the EBEC work when the firm represented Bristol-Myers Squibb in the $855m acquisition of biotech drug developer ZymoGenetics; the deal closed in October 2010. Clients advised recently include Flying J, Muzak, Avista Capital Partners and Chemtura.

Linklaters’ expanding executive compensation and benefits group ‘delivers high-level, thoughtful and often creative advice’. As an integral part of the firm’s global employment and incentives team, ‘a particular strength is in US/European cross-border advice’. Head of practice Bindu Culas ‘has a strong work ethic, is insightful, and a pleasure to work with’; Culas led the advisory work for National Grid plc on the US equity compensation aspects of its largest ever equity capital raising, a 2 for 5 global rights issue. In another key deal, a team advised Royal Bank of Scotland on the complex employee benefits aspects of the divestiture of the commodity trading businesses of its joint venture RBS Sempra Commodities. Associate Heidi Schmid is recommended for her niche in ERISA matters.

Porter Wright Morris & Arthur LLP’s employee benefits practice group, which provides ‘excellent service’, is based in Columbus, Ohio and offers both advisory and controversy counseling. Typical complex but confidential instructions include advice in connection with pension and welfare plans, IRS disclosure reporting, and transactional assistance. Richard Helmreich, the practice chair, has an ‘extremely high level of current technical knowledge in the area of employee benefits law’. Susan Nolan Lubow is ‘well-organized and well-grounded in all areas of employee benefits, and highly responsive and sensitive to deadlines’, and senior associate Deborah Boiarsky is ‘a knowledgeable and effective younger lawyer with immense potential and strong client service focus’. Clients of the practice group include Crane Group Companies, Dana Corporation, Huntington National Bank and Kent State University.

Sidley Austin LLP’s nine-partner employee benefits and executive compensation group is lightly leveraged with the same number of other fee-earners in the Chicago-based department. The group’s services are ‘extremely valuable and highly productive as a result of excellent responses times, business acumen, and the appropriateness of advice’. Recommended lawyers include Robert Ferencz, Matthew Johnson, Stewart Shepherd and Beth Dickstein, ‘a particularly productive, efficient and well-thought of lawyer in this area’. Clients of the practice group include Booz Allen Hamilton, CDW Corporation, Corn Products International, Exelon and Hub International.

Steptoe & Johnson LLP’s five-partner compensation and benefits group is led from Los Angeles by Don Wellington, ‘the consummate adviser, who cuts right to the chase when we need to make decisions about how best to proceed’; Wellington serves as outside tax counsel to Los Angeles County Employees’ Retirement Association (LACERA), the largest county retirement system in the nation. The practice ranges across all aspects of employee benefits (ERISA), and executive compensation. Recommended lawyers include, in Washington DC, Melanie Nussdorf, who provides ‘knowledge, experience and responsiveness of the highest order’, and Anne Moran for all ERISA matters including litigation. Representative clients include Capital Group, County of Santa Barbara, Intermec and the New York State Teachers’ Retirement System.

Sullivan & Worcester LLP’s Boston-based David Guadagnoli provides ‘excellent response times, and truly helps the client understand the intricate details of complex legal issues’. Guadagnoli recently worked with the in-house compensation and benefits group, outside consultants and the compensation committee of the board of Iron Mountain to amend the pre-existing equity compensation plan to add a variety of new features, including restricted stock units, performance units and performance shares.

Venable LLP is ‘a top-shelf firm for employee benefits, ERISA compliance, and all related areas’. The group is recommended for all legal issues related to pension and retirement savings plans, health insurance and other employee benefits plans. Barbara Schlaff in Baltimore, and John Wilhelm in Tysons Corner, are ‘proactive and far ahead of the curve on developing areas of the law’ in executive compensation and equity plan matters. Practice clients include General Dynamics, Lockheed Martin, PepsiCo and MBNA.

Vinson & Elkins L.L.P. has ‘unrivalled expertise in the very high-profile and complex area of executive compensation’. George Gerachis heads the broad-based group from Houston. Recommended lawyers include Dallas-based David D’Alessandro, who has an ‘encyclopedic knowledge of executive compensation and related tax matters, and offers constructive, creative advice, and an innovative approach’, and Shane Tucker who provides employee benefits and executive compensation support to Dell in connection with their acquisition activity. In Austin, Miriam (Dusty) Burke provides Forest Oil Corporation with ongoing advice on executive compensation and employee benefit matters. Active clients include Conch Resources, Flowserve and Southwest Airlines.

Winston & Strawn LLP’s lawyers ‘are very knowledgeable and dedicated and provide excellent legal services’ in general employee benefits, executive compensation and ERISA compliance. Key members of the Chicago group include Linda Hoseman, who represents the Chicago Mercantile Exchange in all aspects of employee benefits, including transition matters related to acquisitions, and advises the Boeing Company in connection with welfare benefit plans. Also recommended for ERISA and employee benefits, Mark Weisberg is ‘very knowledgeable and provides excellent advice’. Practice clients include Cantor Fitzgerald, Lear Corporation and Retail Brand Alliance.


Financial products

Index of tables

  1. Financial products
  2. Leading lawyers

Cleary Gottlieb Steen & Hamilton LLP’s New York tax department has the expertise to match the firm’s market leading structured finance and derivatives practice. Members of the group whose expertise has been recognized at a policy level include James Duncan and Erika Nijenhuis, who provided counsel to the Federal Taxation Committee of the Securities Industry and Financial Markets Association (SIFMA) in connection with the tax implications of the standardization of credit default swaps. Also recommended for new financial product development expertise within a broad practice is Leslie Samuels. Among numerous recent instructions, the team acted as counsel to the founding dealer members of an electronic clearinghouse for interest rate swaps and credit default swaps organized by CME Group. James Peaslee ‘the authority on the taxation of structured products, he literally wrote the reference book used by IRS’, ranks as the US guru on the taxation of securitized transactions; during 2010 Peaslee and Kristofer Hess represented underwriters, including Bank of America, Barclays, Citigroup, RBC and RBS, in Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed transactions representing more than $115bn of mortgage-backed securities.

Skadden, Arps, Slate, Meagher & Flom LLP’s key financial products tax lawyers are based in New York and Chicago. Clients praise the firm’s effective team building, which facilitates the ‘positive contribution which the tax people bring to complex and novel structures’, as well as to the efficient handling of all types of securitization and debt issuance. The clients assisted range from investment banks to investment managers, and from blue-chip corporates raising capital to private equity partnerships. A particular expertise in REIT instructions is noted. In New York, Kirk Wallace, ‘especially strong on regulated investment company matters’, has long expertise in complex derivatives and insurance and reinsurance-related issuances; Wallace advised the state-owned Egyptian General Petroleum Corporation in a $2bn oil and naphtha-linked financing raised through a syndicated bank facility, and Pamela Lawrence Endreny, recommended for financial products and derivatives advice, recently assisted Nasdaq-listed Gilead Sciences in its $2.2bn Rule 144A offering of convertible senior notes in two tranches. Edward Gonzalez is recommended for his innovative approach. In Chicago, David Levy is expert in REITS and debt restructuring, and Andrew Kenoe is ‘very knowledgeable about regulated investment companies’. Clients include Bank of America, Bank of Scotland, Citigroup Global Markets and HSBC.

Cadwalader, Wickersham & Taft LLP provides ‘by far the fastest response time for partners from a top firm’. The advice offered by the fairly modest sized group is ‘near perfect from a technical perspective but also practical and considers reputational and other soft risks – outstanding value for the money’. The New York and Washington DC-based practice works closely with a London partner on transatlantic instructions, and has a well-deserved reputation for the development of sophisticated bespoke and innovative financial structures. In representative complex instructions of 2010, it advised Goldman Sachs in the securitization of a loan made to Developers Diversified Realty, the first new issue of CMBS under the TALF program, and the first CMBS deal in over a year, and represented Freddie Mac in its first ever multi-family CMBS transaction, a hybrid structure similar to a conventional CMBS transaction with Freddie guaranteeing the senior bonds. Recommended in NewYork, David Miller, ‘an impressive lawyer, and a true tax expert in the financial products space’, Gary Silverstein for complex and innovative securitization instructions, and senior counsel Charlie Adelman, who ranks as ‘one of the key securitization tax experts in the industry’. In Washington DC, Mark Howe is ‘extremely experienced, extremely analytical, and has a terrific internal risk compass’ in financial and derivative products and transactions, such as fixed income, currency, equity, and commodity linked swaps. Practice clients include JPMorgan Private Bank, Sankaty, Credit Suisse and Oak Hill.

Clifford Chance’s New York financial product tax attorneys are ‘skilled and inventive, and try and think outside of the box – and are pro-taxpayer’. The global reach of the firm provides an edge in cross-border instructions, particularly in UK and European assignments. Richard Catalano heads the group. Avrohom Gelber provided tax advice in relation to the first investment grade sukuk for a US corporate, when a General Electric Capital subsidiary issued a $500m sukuk backed by interests in a portfolio of aircraft and rental payments aircraft leases. Donald Carden, ‘an excellent tax lawyer who has worked with us on numerous highly complex and technical matters’, advised the purchaser on the US tax aspects of the acquisition of $1.1bn of deeply distressed collateralized debt obligation (CDO) assets, an assignment which required the implementation of an innovative holding structure to achieve tax efficiency. Clients include Merrill Lynch, Morgan Stanley, Invesco, Barclays, JPMorgan Chase Bank, Standard & Poors and Citigroup.

Davis Polk & Wardwell LLP’s tax group has established a reputation for innovation, and close cooperation with clients on complex transactions and corporate structures, and the development of cutting-edge derivatives and other financial products. The tax group advises in a high number of issues as a result of the firm’s appointment as counsel to six leading financial institutions – Credit Suisse Securities, Deutsche Bank, JPMorgan Securities, Morgan Stanley, Royal Bank of Scotland/ABN AMRO and UBS – in connection with structured products shelf and structured note issuance programs. Expertise on offer includes support on complex hedging and other OTC transactions, including equity monetization strategies, tax-efficient share repurchase programs, and cross-border hybrid transactions. Recommended New York-based attorneys include ‘practical and knowledgeable’ Po Sit, who is particularly experienced in derivative products, and Samuel Dimon, whose strengths lie in tax planning and product development.

Freshfields Bruckhaus Deringer LLP’s Robert Scarborough, ‘a quality tax adviser, very technically adept, which you dont always get with more senior lawyers’, provided tax advice to the German Financial Markets Stabilisation Fund Sonderfonds Finanzmarktstabilisierung on restructuring of Hypo Real Estate’s US operations in connection with the creation of a “bad bank” for distressed assets. Practice clients include ING.

McDermott Will & Emery LLP is ‘the premier law firm, nationally and globally, when it comes to commodities and derivatives trading’. In Chicago, Andrea Kramer heads the firm’s financial products, trading and derivatives group, and spearheads the small but expert tax practice which is an integral part of the wider structured finance offering. Kramer recently worked with a leading hedge fund manager on a wide range of complex derivatives tax planning projects and swap documentation to address issues faced by foreign entities that rely on “trading safe harbours” to remain free from US taxation. William Pomierski is also recommended for his innovative work, and expertise in the financial products area, including the more unusual derivative classes such as credit default swaps and other credit derivatives, and weather derivatives. Clients include CIT Group, International Swaps and Derivatives Association and the Options Policy Association.

Morrison & Foerster LLP’s New York-based financial products tax lawyers provide expert support for the firm’s structured finance group. The group has a reputation for the efficient and effective handling of complex instructions which have recently included restructuring complex structured product transactions, including hedge fund linked structured notes and tax-efficient cross-border hybrid securities. Group chair Thomas Humphreys is ‘a go-to guy with a tremendous background in capital markets, securitization and derivatives’. Shamir Merali is recommended for his expertise in the taxation of derivatives and financial products, and Stephen Feldman for mortgage-backed securities and other securitization transactions. Cliens include DEPFA Bank, BNP Paribas, Royal Bank of Scotland, BMO Capital Markets and Royal Bank of Canada.

Orrick, Herrington & Sutcliffe LLP’s tax practice supports the firm’s strong structured finance and derivatives department. Within the wider structured finance practice, the team’s particular expertise lies in municipal finance and derivatives. The tax team advised when the firm was appointed issuers’ counsel to Redwood Trust in the first significant non-governmental mortgage-backed securities public offering since the onset of the financial crisis, a $230m prime residential mortgage-backed issue by Sequoia. San Francisco-based practice leader George Wolf provided tax advice to Morgan Stanley in closing the first repackaging program for converting Build America Bonds into floating rate securities available for purchase by money market funds. New York-based John Narducci and Peter Connors are recommended. The firm’s clients include Credit Suisse, Deutsche Bank, Royal Bank of Canada and Bank of America.

Schulte Roth & Zabel LLP’s New York tax group comprises five partners backed by a highly experienced special counsel and 13 associates. Over half of partner time is spent working in the wider financial products and structured finance area, frequently instructed by the firm’s large following of hedge funds and private equity managers. In a recent GFC-linked matter, the highly rated Phillip Azzollini and group chair Craig Stein acted as counsel to a private fund in the transfer of several residual mortgage-backed certificates by a company to which the private fund was a senior lender; the transaction was a private sale which required approval by a bankruptcy court. Also recommended for expertise in the practice are Shlomo Twerski and Dominique Padilla Gallego.

Shearman & Sterling LLP’s financial products tax practice divides seamlessly between Washington DC and New York. Washington DC group co-chair Michael Shulman has worked extensively in the development of new products, and Robert Rudnick has a broad practice in the area, including in many of the ground-breaking securitization structures. In New York, Bernie Pistillo is recommended for product development, represented Bakkavör in connection with a £350m high-yield bond offering and £380m senior credit facility required for refinancing purposes, and Douglas McFadyen advised the Dow Chemical Company in connection with a $2.5bn underwritten public offering of debt securities. Clients include Bank of Nova Scotia, Bank of America, Barclays, Caxton and Citigroup.

Sidley Austin LLP’s New York-based financial products tax experts ‘know the law very well, give good practical advice, and provide excellent service in a timely manner’. Robert Kreitman and Laura Barzilai are ‘never overly fixated on technical issues and are able to keep things in perspective; they devote to each issue exactly as much time as it deserves’. Recommended in New York, Nicholas Brown, best known for his work in equity, debt and hybrid financial instruments, equity, fixed-income and other types of derivatives, also works with insurance-linked products. Also expert in the tax issues of the insurance sector, Chicago-based R Lee Christie and Tracy Williams have represented insurers and banks including Genworth, UBS, Nomura, JPMorgan, Goldman Sachs and Credit Suisse in connection with insurance securitizations involving life insurance reserve financing, and have advised major insurers and reinsurers in connection with the purchase of reinsurance covering hurricane, windstorm and earthquake risk. Other challenging instructions of 2010 included advice to Cohen & Company Securities in connection with a private placement of asset-backed securities for subprime auto lender Consumer Portfolio Services; the novel transaction was a hybrid between warehouse financing and a traditional ABS financing.

Sullivan & Cromwell LLP’s New York tax practice advises in instructions of the greatest complexity and assisted AIG in its $85bn emergency financing arrangements with the Federal Reserve Bank of New York and US Treasury. Key partners in the financial products team are Ronald Creamer, recommended for his work in derivative taxation, and David Hariton, who includes expertise in financial instruments within a truly impressive practice. Clients include AXA, Barclays, Morgan Stanley, and the Securities Industry and Financial Markets Association.


International

Index of tables

  1. International
  2. Leading lawyers

Leading lawyers

Cleary Gottlieb Steen & Hamilton LLP’s clients confirm very high standards of cross-border tax advice from the New York office, which works closely with the London-based US tax practice and other offices in Europe, Asia and the affiliated office in Argentina. The return of big deals to the market during 2010 kept lawyers in the nine-partner team busy. In two major assignments, the impressively knowledgeable Leslie Samuels provided tax counsel to BHP Billiton in its $40bn all-cash offer to acquire Potash Corporation of Saskatchewan, and Doug Borisky advised Petróleo Brasileiro (Petrobras) in its record-breaking $67bn SEC-registered global equity offering. The Chapter 11 reorganization of Nortel Networks Corporation and its related subsidiaries continued to provide challenges – Jason Factor advised on the sale of several business units, including the sale of substantially all of the assets of Nortel’s Multi Service Switch businesses globally through a bankruptcy auction to Telefonaktiebolaget LM Ericsson, and William McRae represented Nortel in negotiations for the settlement of US federal income tax claims with the IRS, and the settlement of a multibillion-dollar transfer pricing dispute with the IRS and the Canadian tax authorities. The firm has also acted for leading companies including Capital One, American Express, The Stanley Works, VeriSign, Mittal Steel, Credit Suisse and HSBC Securities.

Davis Polk & Wardwell LLP’s New York-based tax attorneys handle a steady flow of instructions with an international element and work closely with colleagues in the global network, which expanded in February 2011 with the opening of a Brazilian office. Most members of the tax practice work flexibly between domestic and cross-border instructions. In recent instructions, Neil Barr advised Deutsche Bank Securities financial adviser to Deutsche Börse AG in connection with its business combination agreement with NYSE Euronext, and Michael Mollerus advised Grupo Financiero Santander and Banco Santander in connection with its acquisition of GE Capital’s Mexican consumer mortgage business, which includes a $2bn retail mortgage portfolio Also recommended are Kathleen Ferrell, who provided tax counsel to Colombian financial group Grupo Aval Acciones y Valores on its $1.9bn acquisition of BAC Credomatic, a Central American banking group, from GE Capital, and Harry Ballan, whose international tax planning clients include Aetna, Bertelsmann, Emerson, EMI, E*TRADE and Julius Baer.

Debevoise & Plimpton’s New York-based tax practice group is ‘very knowledgeable, cutting edge and commercial – terrific quality and responsiveness’. International instructions are handled in close co-operation with the London, Paris and Frankfurt and Asian offices. Practice clients range across industries from airlines to mineral extraction, from banking to insurance, with a strong following of global leaders, private equity managers and investment funds. Gary Friedman, who is ‘technically very strong and provides excellent global advice’, advised Clayton, Dubilier & Rice in its acquisition of a 42.5% stake in global commodity and specialty chemicals distributor Univar, in a sponsored recapitalization transaction valuing Univar at $4.2bn. In New York, Peter Schuur ‘is superb – highly knowledgeable, very creative, can translate tax law into English, and has a unique grasp of US/UK tax issues’. In early 2011, Adele Karig provided tax advice to close Baring Asia Private Equity Fund V, a private equity fund with $2.46bn in investor commitments, making it the largest private equity fund launched in Asia since the GFC. Vadim Mahmoudov, recommended for cross-border fund formation within his broader practice, is ‘extremely responsive and usually gives you solid advice immediately’. Clients recently represented in international transactions by the tax group include American International Group, Altegrity and Providence Equity Partners, General Electric and Reynolds Group.

Skadden, Arps, Slate, Meagher & Flom LLP has ‘world-class thought leaders in international tax planning, which increasingly includes non-US tax advice, and transfer pricing’. The international tax practice, which is instructed in numerous transactions of extreme complexity, is co-ordinated from Washington DC by Paul Oosterhuis and Eric Sensennbrenner, who are ‘outstanding – they bring deep technical knowledge and can also formulate practical, actionable advice’. Also in Washington DC, former international counsel at the Department of Treasury Hal Hicks advises in many major international transactions, including, in June 2010, the Valeant Pharmaceuticals International $3.5bn merger with Biovail Corporation of Canada. Nine US partners specialize in international tax and, as well as Washington DC, are resident in New York, Los Angeles and Chicago. Recommended lawyers in New York include Dean Shulman, who is ‘very knowledgeable while also being pragmatic, and more than capable of going toe-to-toe with other highly-regarded firms’, and the ‘clear thinking’ Diana Lopo. Sally Thurston advised Irish headquartered, NYSE-listed Covidien through the tax aspects of several of its acquisitions and dispositions, including the $2.6bn takeover of ev3 Inc, and Edward Gonzalez, recommended for M&A transactions, advised Energias de Portugal in the $2.9bn acquisition of Horizon Wind Energy from Goldman Sachs. Clients include Seawell Limited, Merck, BNP Paribas, Evraz Group and Seat Pagine Gialle.

Clifford Chance’s New York-centered tax practice is rather smaller than the other leading firms but the international tax service on offer benefits from close and efficient working with teams in other centers in Europe, Asia and the Middle East. Expertise on offer includes transactional advice, private equity, REITs and, increasingly, in international tax planning for global financial services and insurance corporations. Donald Carden is ‘an excellent tax lawyer for complex and highly technical matters’. In a representative recent instruction, Philip Wagman advised Braskem on its acquisition of a chemical business from Sunoco, the first purchase by a Brazilian headquartered multinational of a US operations business. Avrohom Gelber advises in many of the group’s international capital market assignments; Gelber has represented issuers and underwriters in connection with numerous sovereign-debt issuances, including offerings for the Albania, Croatia and Malaysia. Also recommended are David Moldenhauer, Richard Catalano and Christopher Roman. International tax clients include Bank of Nova Scotia, Hertz, Permira and Commerzbank.

Cravath, Swaine & Moore LLP’s tax group ‘demonstrates great technical skills and an ability to deliver under pressure’. The four New York tax partners work at the highest levels of complexity across international and domestic business transactions of all types. Stephen Gordon advised Kraft Foods in connection with the S19.7bn stock-and-cash takeover of Cadbury plc. Michael Schler, ‘one of the smartest tax lawyers in the US, who provides very responsive service’, and Lauren Angelilli have represented Shell International Finance in connection with a series of registered debt offerings, guaranteed by Royal Dutch Shell, to a total value of $12bn. Andrew Needham has ‘great intellect, energy, judgment and a professional and warm personality’; Needham advised China-based WuXi PharmaTech (Cayman) in its agreement to combine with Charles River Laboratories International, in a cash and stock transaction valued at $1.6bn. Recent clients of the practice include Mangas Gaming, Nestlé, Santander Consumer USA and Ineos Group.

Freshfields Bruckhaus Deringer LLP’s US tax practice team is ‘quite thin, with only three partners; despite this, the quality of advice is great, comparable or better than that of much larger firms’. Gregory May, based in Washington DC, heads the lightly leveraged group. Recommended lawyers in New York include Robert Scarborough, whose ‘grasp of the business issues bolsters his ability to deliver accurate and reliable tax advice extremely efficiently’, and counsel Eschi Rahimi-Laridjani, who is ‘an excellent and precise young tax lawyer’. Washington DC-based Claude Stansbury, who provides ‘clear guidance, and timely responses’, advised ConocoPhillips on its $30bn arbitration following Venezuela’s expropriation of two Orinoco heavy crude oil projects, including a novel claim for consequential US tax damages. Clients advised on cross-border matters include ArcLight, ConocoPhillips and British Columbia Investment Management.

Latham & Watkins LLP has ‘the most consistent bench quality of the bigger tax groups’. Nicholas DeNovio chairs the global international tax practice from Washington DC. The department of some 65 lawyers embraces several United States cities, the UK, Germany, France, and Spain. Asian-linked instructions are led from Los Angeles, where Sam Weiner co-chairs the Asian tax practice and transactional tax practice groups. Middle-eastern instructions are generally handled by the New York and London teams. Key partners in New York include David Raab and Jiyeon Lee-Lim, who provided the tax advice when Norsk Hydro acquired Vale SA’s aluminium business. In Washington DC, Joseph Sullivan is recommended for his cross-border M&A expertise, and Chicago-based Joseph Kronsnoble for tax advice in bankruptcies with an international aspect. Recent clients include Linzor Capital Partners, Sonova Holding AG, Yahoo! and Temasek Financial.

Shearman & Sterling LLP’s tax lawyers in the New York and Washington DC offices work with strong teams in France, Germany, and the UK on numerous major cross-border instructions. Clients comment that the group is ‘more proactive than others in the market, and provides honest, comprehensive responses’. Peter Blessing is ‘up with any other tax attorney in the US’, and Douglas McFadyen is ‘able to quickly deconstruct the most complex transactions into their essential elements, identify the relevant tax issues they produce, and explain the important issues’. Larry Bambino advised Cadbury plc through the highly complex takeover by Kraft Foods having previously assisted with the demerger of Cadbury’s North American beverage operations. The tax practice group has also acted for Macquarie Bank, Daimler AG, Thomson Reuters and Vivendi.

Sullivan & Cromwell LLP’s highly rated New York-based tax practice group works closely with lawyers in the firm’s other offices, and has particularly close links with London and Paris, which allows effective co-operation in complex cross-border instructions. In a recent example of seamless international teamwork, David Spitzer worked with a London tax partner to advise Apollo Global Management in its acquisition, with British CVC Capital Partners, of Dutch Brit Insurance Holdings NV, and Ronald Creamer, again working with the London team, provided tax counsel to Aquiline Capital Partners in the acquisition of Conning & Company and its affiliated businesses in the United Kingdom and Ireland from Swiss Re. Andrew Solomon, the managing partner of the firm’s global tax practice divides his time between London and New York. Other clients include Rio Tinto, Electricité de France, Apollo Global Management, and Fiat and Chrysler Group.

Weil, Gotshal & Manges LLP’s 22-partner US tax team, commended for in-depth knowledge and efficient service, ‘sits at the top table in tax’. The group, most of which is based in New York, handles a steady flow of high-value, complex international assignments. The firm’s main strength is in transactional and advisory work, with a particularly strong following in the private equity sector. In New York, recommended lawyers include Mark Hoenig, who recently provided tax advice to General Electric Capital in the sale of its consumer mortgage business in Mexico, including its $2bn consumer mortgage portfolio, to Grupo Financiero Santander Mexico. Kimberly Blanchard acted as tax counsel to the UK-based Man Group in its $1.6bn cash and stock acquisition of US-based asset management firm GLG Partners. In Washington DC, David Bower represented Oak Hill Advisors in connection with a multi-million investment in Avolon Aerospace Limited, an Ireland-based aircraft leasing company. In the same office, Carolyn DuPuy’s practice includes deep knowledge of the foreign tax credit and anti-deferral provisions of the tax code. Patrick Jackman left the firm to join KPMG. Practice clients include Brookfield Asset Management, Lazard, Macquarie and Providence Equity Partners.

White & Case LLP’s ‘reliable, first-class’ US tax practice, with eight partners in New York and smaller groups in Washington DC and Miami, is also represented in Asian and European offices. Although individual lawyers specialize to some extent, the group does not distinguish the domestic and international. The tax group also self-generates approximately one third of its own instructions as well as providing expert support to other departments. New York-based global tax chief William Dantzler, and Sang Ji, ‘apart from possessing excellent US tax knowledge, are responsive, commercial and pro active – you feel that they are truly part of your team’. James Hayden, who is ‘responsive, technical, experienced and practical’, is recommended for cross-border leasing and aircraft finance. David Dreier advised Mexican chemical producer Mexichem Flúor in its $350m acquisition of the fluoro-chemical business division of INEOS Holdings. Washington DC-based Bruce Davis provides tax advice to Coca-Cola on virtually all aspects of its worldwide business, including numerous acquisitions, divestments and joint ventures. The tax practice group has advised Calpine, Saudi Aramco, WIND Telecomunicazioni and Conoco Phillips.

Baker & McKenzie has now provided tax support to international business for over 60 years. The firm’s tax planning group comprises some 150 attorneys and economists in nine US, and five foreign offices, of whom approximately half major in international tax. The group has deservedly established a reputation for transfer pricing expertise, and contributes to current policy development in the area; Carol Dunahoo and Palo Alto-based Gary Sprague are members of the OECD Fiscal Affairs Committee’s Governmental Working Parties on treaty and transfer pricing matters. Several members of the department have served in senior government positions, including Leonard Terr, and Duane Webber, who now serve as Boeing’s main outside tax counsel, advising on worldwide tax matters, including international integration of acquisitions, tax compliance and planning. The firm has gradually increased penetration of the wider transactions and international structuring market. In recent deals led from New York, Robert DeJoy provided domestic and international tax advice in the structuring of Abbott Laboratories’ $7.1bn acquisition of Solvay’s pharmaceutical business, and Jonathan Stevens advised Johnson & Johnson through an agreement to acquire the balance of equity not already held in Netherlands-based Crucell NV. Also in New York, Marc Levey chairs the firm’s global transfer pricing committee. Chicago-based Gregg Lemein combines his client-commended tax planning and controversy practice to great effect. All partners named practice from Washington DC unless otherwise indicated. Practice clients include Digital River, Facebook, Microsoft and Southwest Airlines.

Caplin & Drysdale is highly recommended for ‘high-value, specialty work’, led by expert partners. One client comments, ‘the weakness of the firm – if indeed there is one – is that, like all boutiques, they do not have a deep bench of associates for the rare matter where you may need more staffing’. The international tax practice of some 14 lawyers of covers all issues from controversy with cross-border elements to high-value transactions, with particular skills in transfer pricing and advance pricing negotiations. David Rosenbloom is ‘quick and knowledgeable’, and Patricia Lewis is ‘very knowledgeable and very conscientious’. Lucy Lee, who has particular expertise in the Korea/Us Double Tax Convention, was recently promoted to partner; Lee worked with other members of the team including Michael Pfeifer to satisfactorily resolve an IRS audit into the affairs of a foreign athlete by elevating the case to competent authority level – the key matter in dispute was which jurisdiction had taxing rights over sponsorship income.

Dechert LLP’s international tax practice group, including European offices, has some 30 fee-earners. The US tax lawyers, who provide ‘a great quality of service’, practice from the Philadelphia, New York and Boston offices. The firm’s strong connections in the private equity sector create a steady cross-border deal flow and the practice also attracts multi-jurisdictional restructuring work. Philadelphia-based practice chair Edward Lemanowicz is ‘an outstanding international tax professional’. Richard Wild and Boston’s Adrienne Baker can both ‘speak off the cuff at length on technical topics, in addition to providing timely written advice that is well-researched and on point’, and Daniel Dunn in New York is ‘a highly creative, ethical and careful lawyer who explains issues, risks and opportunities clearly’. Practice clients include Carlyle Group, Elliott Associates, Arclin and Bayou Hedge Funds.

Dewey & LeBoeuf LLP has ‘the best combination of technical tax knowledge and real-life deal experience’. In international as in domestic tax instructions, the group regularly provides clients with structuring and planning advice on complex corporate transactions, including mergers, acquisitions, spin-offs, restructurings, sales and dispositions, and post-merger integration. In a recent instruction, New York-housed practice head Gordon Warnke, and Arthur Hazlitt joined with Washington DC-based Abraham ‘Hap’ Shashy andJoseph Pari, to advise EnCana on the US tax aspects of the spin-off of its integrated oil business in a complex transaction structured to be tax free in both Canada and the US. The group’s clients include Cenovus, Macquarie, Molson Coors Brewing and Walt Disney.

Gibson Dunn’s tax practice group numbers some 30 lawyers with the majority of the US team based in New York, Washington DC and Los Angeles. The international tax lawyers have attracted a strong following and, in addition to serving on multi-practice teams on larger deals, have built an advisory practice and several areas of niche expertise including the taxation of Sharia-compliant investment vehicles. Recommended lawyers in the group include Washington DC-based practice group chair Arthur Pasternak, who specializes in cross-border corporate and real estate work. Jeffrey Trinklein has provided tax advice to the Kuwait Investment Authority on numerous matters including a $1bn investment in the preferred shares of Dow Chemical Company. Also in New York, David Rosenauer and Romina Weiss specialize in private equity transactions, and have handled numerous complex cross-border transactions. Practice clients include Heineken, CVC Venture, Credit Suisse Alternative Investments and Arcapita Bank.

Linklaters’ New York tax group is ‘at least as good as any other US office of a UK law firm’; the ‘practice is somewhat narrower than that of some of the larger US firms but within its practice areas, it is first rate’. The team is headed by Stephen Land, who is ‘an excellent lawyer – very smart and who has excellent judgment’. The firm’s métier is in major transactional matters and corporate finance, with a bias to cross-border work, and a blue-chip client following which includes JPMorgan Chase, Lloyds Banking Group, Royal Bank of Scotland and CVC Capital Partners. The 11-fee-earner group works tightly with other offices in the worldwide network, as evidenced by a recent instruction, in which Francisco Duque advised BP on the US tax aspects its acquisition of oil and gas properties in Brazil, Azerbaijan and the Gulf of Mexico from Devon Energy, a $7bn deal which was executed in 10 days. The team also advised Sino-Forest Corporation on its acquisition of Mandra Forestry Holdings Limited and the concurrent exchange of guaranteed senior notes. Associate Matthew Welsh leads the group’s work for KKR.

Mayer Brown’s worldwide complement of tax lawyers, most of who are US-based, includes 70 specializing in transactions and planning, and a further 55 in controversy and transfer pricing. Overseas, Paris is the flagship European office although the German offering is also strong. The 2009 ‘alliance’ formed with the Brazilian law firm Tauil & Chequer Advogados in association with Mayer Brown LLP is expected to develop into a full merger in the short term. Washington DC-based Kenneth Klein, who heads the global tax transactions and planning department, worked with Rafic Barrage on major recent assignment to advise in the multibillion-dollar acquisition of pan-European company by US multinational. Chicago residents James Barry and George Craven are both highly recommended and within wider practices, add tax expertise to insurance sector instructions. Jonathan Sambur in Washington DC is recommended for offshore disclosure program instructions. The transfer pricing practice is mentioned in the tax controversy section. Clients recently provided with cross-border tax advice include Norwegian Cruise Line, Carlyle Group and United Parcel Service.

McDermott Will & Emery LLP fields ‘an excellent international tax practice led by Lowell Yoder , who is in a class by himself in the international tax arena. The firm has some 40 lawyers in the global tax practice, and 30 in the US practicing substantially in international tax from Silicon Valley, Washington DC, Chicago and New York, offering transactional support, tax planning, and international restructuring. In recent instructions, Chicago-based Yoder and members of the team, working with overseas offices, advised a major international company on restructuring European trading operations, and on a $5bn cross-border financing. Also in Chicago, Sandra McGill, who recently advised a large tax-exempt company on the restructuring of its foreign operations, is extremely intelligent and skilled, and has outstanding client service skills’ in her international tax planning practice. Thomas Jones and Barry Quirke are also highly recommended members of the Chicago group. In Washington DC, Philip McCarty is ‘very strong on technical issues’, in large business and partnership cross-border taxation; Michael Kelleher is ‘thoughtful and thorough in all transfer pricing matters’; David Noren is ‘a tax technical genius on almost all international tax matters’; and James Riedy is ‘a guru in US international tax’. New York-based Kumar Paul ‘grasps commercial issues very quickly and provides excellent advice within very short time windows’. Clients include AstraZeneca, Avon, Dun & Bradstreet, Equity International, General Mills, Hoffman La Roche, and Johnson & Johnson.

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s New York-based US tax lawyers are ‘savvy, sophisticated and practical, and very well versed on international tax issues’, and work closely with the London, Tokyo, Hong Kong and Beijing offices, expertly handling M&A transactions and multinational restructuring. Tax department co-chair Richard Bronstein is ‘a leader in the field; he has the ability to assess risk, and is very creative in structuring and driving value’. In a recent instruction, a team led by Jeff Samuels acted as international tax counsel to Shanghai Shendi Group, a new company set by the Shanghai government, in its joint venture contract with the Walt Disney Company to build its first mainland China theme park. David Sicular is recommended for his knowledge of the Canadian tax system and the US/Canada tax treaty. Clients include Viacom, Time Warner, Harbinger Capital and Discovery Communications.

Baker Botts L.L.P.’s international tax work is handled mainly by three Houston partners, each of whom brings wider business expertise to the table. The firm’s strong position in the global energy sector, particularly in oil and gas, has stimulated tax expertise to match and the department is instructed in numerous transactions and financing deals. In recent instructions, Benjamin Wells, ‘an exceptional tax resource’, and Derek Green represented oilfield services giant Schlumberger its complex merger with Smith International, a deal with a value of $11bn, and advised international offshore contractor Transocean through a $2bn senior notes offering. The team works closely with lawyers in other offices in the Middle East, Asia, Russia and Azerbaijan. Clients recently represented in international tax matters include Noble Corporation, Total and Gazprom.

Bingham McCutchen LLP has five partners who specialize in international tax and provide comprehensive transactional support and advisory services to leading corporations, financial institutions and investment funds. The strongest concentration of talent is in Washington DC, where Scott Farmer is recommended for inward and outward investment and is particularly expert in the life sciences sector and Gary Huffman is praised for oil and gas taxation advice. John Magee, who leads transfer pricing group, represented GlaxoSmithKline, in the largest ever transfer pricing dispute, which settled at $3.1bn. Clients include Dow Chemical, Sears Roebuck, Credit Suisse, Deutsche Bank and GE Capital.

DLA Piper LLP’s David Colker leads the global international tax group from Palo Alto, with US representation at partner level in Palo Alto, New York, where a European desk has been established, Washington DC, and more recently, Boston. The international tax group provides wide-ranging services through its global network, and has particularly strong links to the Chinese offices. The department expanded during 2010 with the lateral hire of two experienced partners. Recommended lawyers include Alan Granwell, in Washington DC, who is ‘very efficient and has excellent contacts in the IRS and US Treasury’ for planning and advance pricing agreements; Sang Kim ‘a very strong tax advisor’ with an excellent track record in post-merger integration; and Michael Lebovitz in Los Angeles for international tax planning and transactions. Members of the group recently advised Trident Microsystems in a definitive agreement with Netherlands-headquartered NXP Semiconductors, in which Trident acquired NXP’s television systems and set-top box business lines.

Greenberg Traurig LLP’s Mary Voce chairs the firm’s international tax group from New York, which houses several highly recommended attorneys practising in cross-border work. Seth Entin is ‘an excellent tax attorney who provides very precise, business-oriented advice’, and Ozzie Schindler ‘gives advice a business-person can use, and is obsessed with responsiveness’. The firm, which handles instructions in co-operation with other offices in the domestic network, and branches in Europe and Asia, has ‘a unique knowledge of the Latin American region’.

Kirkland & Ellis LLP’s strong private equity following continues to provide complex and challenging cross-border instructions. The US tax partners regularly contribute to the multi-practice, multi-jurisdiction teams with colleagues from the global offices in London, Munich, Hong Kong and Shanghai. The tax group has considerable expertise in transactional and finance issues as well as tax planning, IRS private rulings and transfer pricing disputes. Most of the firm’s tax partners handle inward investment work, while the more complex assignments are dealt with by specialists including New York-based Steven Clemens, Kevin Treesh and Patrick Gallagher, who represented Avista Capital Partners in its $780m carve-out acquisition of the global auto business of Cloros; the deal closed in December 2010. Recent international tax instructions have been received from Charter Hall Group, Constellation Energy and CVC Capital Partners.

Morrison & Foerster LLP has established a healthy presence in Asian markets and West Coast members of the tax department frequently handle cross-border assignments with colleagues in well-established offices in Tokyo, Hong Kong, Shanghai and Beijing. In a 2010 instruction, Joseph Fletcher advised listed ON Semiconductor when it acquired Sanyo Semiconductor in the first-ever acquisition of a major Japanese technology company by a US company. Practice clients include Gemini Mobile Technologies, the Clorox Company and Topica Pharmaceuticals.

Paul, Hastings, Janofsky & Walker LLP is recommended for ‘heavy duty international tax advisory work’. The firm is particularly well-connected in the financial sector and attracts a steady flow of transactional instructions with European and Asian components. In recent instructions, Orange County-based Douglas Schaaf advised China’s Sino Ocean Land Holdings on the US tax aspects of a $900m Singapore-listed convertible debt offering, and Michael Haun worked with Joseph Kim in the firm’s Tokyo office to advise Korea East-West Power (EWP) in its acquisition of Marubeni Sustainable Energy, a leading US integrated energy company. Alexander Lee, who divides his time between Los Angeles and San Diego, is strongly followed for his work in Asian markets. The Washington DC office lost Rob Culbertson and Kurt Baca to Covington & Burling LLP. New York’s Andrew Short is more commonly found on international work with a European element; he recently provided tax advice on matters including the US-Ireland double tax treaty to two funds, Avolon Aerospace Leasing and Deucalion MC Engine Leasing, for a combined capital rise in excess of $1bn. The firm’s international tax clients include Citigroup Global Markets Asia, Deutsche Bank, Paladin Capital and Threadneedle.

Sutherland Asbill & Brennan LLP’s international tax specialists won one of 2010’s major mandates when a team including Clifford Muller and J Randall Buchanan served as tax counsel to Kraft Foods in its $19.6bn acquisition of UK headquartered Cadbury plc. Robert Chase, who served on the Kraft Foods team, also advised Tyco Electronics in its $1.25bn acquisition of ADC.

Vinson & Elkins L.L.P. strong following of oil and gas clients generates numerous international tax challenges; in recent instructions, Edward Osterberg, of counsel in Houston, provided tax advice to Norway’s Statoil on a joint venture with Sinochem Group, which paid $3bn to Statoil ASA for 40% of the Brazilian offshore Peregrino field. Timothy Devetski, who provides ‘clear to understand, jargon-free advice’, is assisting Apache Corporation’s Canadian subsidiary, which owns a 51% stake in the planned Kitimat liquefied natural gas export terminal in British Columbia. Clients include BG Group and Niska Gas Storage Partners.

Covington & Burling LLP’s lateral hire of the highly experienced and knowledgeable Robert Culbertson, ‘tremendous technical expertise and a wonderful person to work with, and the ‘solid international tax expert’ Kurt Baca from Paul, Hastings, Janofsky & Walker LLP adds gravitas to a group whose younger partners have achieved a growing prominence. Daniel Luchsinger recently advised in the restructuring and integration of a multibillion-dollar worldwide acquisition into an existing multinational ownership structure. Practice clients include Armani, Bacardi and Vivendi.

Kramer Levin Naftalis & Frankel LLP’s tax group, led by New York-based Howard Rothman, is recommended for partnership, private corporation, and individual international tax planning and structuring. Barry Herzog represented Scientific Games Corporation in connection with structuring a large, complex international joint venture, and John Novogrod advised a US citizen resident in Europe on the tax-efficient divestiture of business interests involving the creation of grantor retained annuity trusts (GRATs) and other entities.

Sidley Austin LLP has built on a solid domestic tax offering to develop a cross-border practice capable of handling complex transactions with a European element. The global tax group is led by Chicago-based Sharp Sorensen, who, working with partners in the US and London, led the tax work on the eBay’s sale of Skype. Laura Barzilai and Paul Wysocki in the New York office are also highly experienced in international transactions.

Simpson Thacher & Bartlett LLP’s New York-based tax group houses the highly rated Robert Holo, who ‘has a broad overall tax knowledge and the ability to render practical advice’. The team recently advised RBS in the sale by RBS Sempra Commodities, a joint venture with Sempra Energy, of its metals, oil and European energy business lines to JPMorgan for a total cash consideration of $1.6bn. Gary Mandel, a ‘creative thinker, adept at devising solutions to complex problems’, assisted Blackstone Group with its investment of ¥1.6bn in eMobile.

Steptoe & Johnson LLP’s Washington DC tax group, headed by Philip West and Mark Silverman, is instructed in a range of international matters, including advice to multinationals on US tax treaty issues and the US tax consequences of internal restructurings. The group has assisted Canada’s TD Bank with a number of international transactional, policy, and controversy matters, including legislative and administrative advocacy in connection with various tax treaties.


Tax controversy

Index of tables

  1. Tax controversy
  2. Leading lawyers

Leading lawyers

Mayer Brown’s combined tax controversy and transfer pricing practice has achieved national penetration. Commended for a partner-led approach, the 40-lawyer group ‘gives outstanding service; the promptness is unparalleled and the diverse talent provides a wide array of knowledge and experience’. It is one of the few firms with the capacity to litigate several complex tax controversy cases simultaneously. Chicago houses the largest team, with smaller but equally expert groups in New York, Palo Alto and Washington DC. Effective team building and excellent inter-office communications overcome geographic distance. Much of the tax practice work is self-generated, although the impressive support is also provided to other departments. The ‘outstanding’ Joel Williamson in Chicago and Larry Langdon in Palo Alto co-chair the practice. In a high-profile instruction, Chicago’s Thomas Kittle-Kamp, who ‘provides practical advice as well as in depth technical analysis’, and Washington DC-based David Abbott and Nicole Reuling, ‘an accomplished courtroom performer’ recently promoted to equity partner, are representing Union Bank of California in a case involving leveraged leases of hydroelectric power facilities and sports entertainment complexes. The same trio, were joined by Williamson and two other Chicago residents, Thomas Durham and William Schmalzl, to conclude a major victory for Consolidated Edison Company of New York before the US Court of Federal Claims: the $400m case involved the taxation of a complex leveraged lease transaction. Other recommended lawyers in Chicago include Patricia Anne Rexford, for transfer pricing and tax credit matters, and Scott Stewart for a wide range, including economic substance and competent authority disputes. In Washington DC, Charles Triplett, is probably the most knowledgeable lawyer in the US on advance pricing agreements and competent authority negotiations. Clients include Exelon, Flextronics, Guidant Corporation, JPMorgan and Wells Fargo Bank.

Skadden, Arps, Slate, Meagher & Flom LLP’s tax controversy group has a well-balanced spread of age and experience. Typical instructions include complex tax audits, stock option back-dating, high-value IRS disputes, promoter penalty fast-track proceedings, tax fraud investigations, and formal and informal IRS rulings. The Washington DC-centered tax group has ‘the best assembly of former government people in the market’, co-head Fred Goldberg, and Kenneth Gideon served in senior government positions in tax policy and administration, and members of the team have represented clients in every level of court. In recent instructions, Albert Turkus has been involved in two major trials before the US Tax Court on behalf of clients Hewlett-Packard and Axcess Financial, and B John Williams, who served as chief counsel to the IRS, has been representing a company in an administrative appeal pending before the IRS concerning a proposed disallowance of interest accrued on intercompany financing amounting to $302m each of the fiscal years 2003, 2004 and 2005; the matter is now expected to litigate. Alan Swirski acted for Entergy in the US Tax Court in a nuclear industry issue concerning plant decommissioning liability. Julia Kazaks has built a strong reputation in employee/contractor classification, and the economic substance and business purpose doctrines; she regularly represents clients in the pharmaceutical, energy and transportation sectors. Pamela Olson has a reputation for understanding the business issues underlying tax disputes, and includes master partnerships, life assurance and not-for-profit expertise in her broad practice portfolio. Susan Seabrook, recommended for all insurance and reinsurance controversy, joined the Washington DC as of counsel from Latham & Watkins LLP in the fall of 2010. The team also handles complex tax fraud and professional standards instructions. The group’s recent clients include the American Council of Life Insurers, Wells Fargo and Bank of New York Mellon.

Baker & McKenzie has handled thousands of administrative tax controversies and docketed hundreds of cases in court. The practice provides ‘the most timely and necessary expertise as needed, and identifies how to maximize tax opportunities on existing business initiatives’. The firm’s market-leading international transfer pricing practice has national penetration through effective inter-office co-operation and utilizing the services of economists as well as lawyers. Group chair Thomas Linguanti, in Chicago, ‘focuses on bringing the appropriate talent to bear, and where necessary, makes the necessary investment of time required to strengthen an already strong and long term business relationship’. The firm has expertise in virtually every industry, and ranks as one of the few international law practices which competes with the top-four accountants in transfer pricing. In significant transfer pricing litigation, Mark Oates from the Chicago office, and Andrew Crousore from Palo Alto, led the work for Symantec Corporation in the first case to consider an arm’s length buy-in value under Section 482 of the IRS Tax Code; the Tax Court held that the method proposed by the IRS was arbitrary, capricious and unreasonable. Other lawyers recommended include ‘very solid and reliable’ Gregg Lemein in Chicago. Washington DC’s Duane Webber and Thomas Linguanti serve as Boeing’s main outside tax counsel, advising Boeing on worldwide tax matters, including tax controversy. Major clients include Electronic Arts, Medtronic, PepsiCo and Thomson Reuters.

Dewey & LeBoeuf LLP’s New York-based ‘pre-eminent specialist in tax controversy, procedure and administration’ Lawrence Hill heads the 53-fee-earner tax controversy practice, which provides ‘excellent service and sound judgment’. The group has established a strong following of financial institutions and insurers whose instructions include cross-border issues, as well as US federal tax matters, and is also active in white-collar criminal defense. Insurance taxation guru George Abramowitz is handling crucial litigation on behalf of second-biggest bond insurer Ambac Assurance; the IRS is disputing the effect of a restructuring intended to ring fence liabilities and is demanding payment of an incorrectly claimed tax refund of $700m, a sum in excess of available cash sufficient to trigger a process which would require the closing of open swap positions to a value of $3bn. In Washington DC, Abraham ‘Hap’ Shashy, a former chief counsel of the IRS, bridges controversy and complex transaction planning, and Tamara Ashford is an experienced appellate litigator with considerable expertise in complex offshore and international matters. In New York, Seth Farber combines tax controversy with antitrust litigation, and Mark Allison has represented several international banks in IRS examinations and appeals. Practice clients include AIG, Barclays, Citigroup, Deutsche Bank, G-I Holdings, Mirant Corporation and HSBC.

Latham & Watkins LLP’s main complement of tax controversy lawyers is based in Washington DC, where the highly rated Gerald Kafka heads the group, which offers excellent depth in the associate ranks, as well as expert partners. Rita Cavanagh, who has established a niche in the representation of tax professionals undergoing investigation by the IRS Office of Professional Responsibility (OPR), and Julian Kim, recommended for complex controversies, are among group members with experience in the IRS or Department of Treasury. Also in Washington DC, Kim Marie Boylan is expert in the tax aspects of accounting, and has a particular interest in the digital media sector. In Chicago, the ‘experienced, knowledgeable and friendly’ Roger Jones represented Vi, formerly known as ‘Classic Residence by Hyatt’, in connection with proposed income adjustments over $400m; the point at issue was whether refundable entrance fees should be included in income in the year of receipt as prepaid rent. A heavyweight team including Roger Jones and former tax department head Stephen Bowen succeeded for the Kroger Company in two cases before the US Tax Court to overturn the IRS disallowance of some $800m depreciation and amortization deductions. Noteworthy expertise on offer includes insurance sector taxation, although the practice is capable of handling all types of dispute, including transfer pricing, with expertise and efficiency. Clients include Wilmington Partners, Magma Power, CIGNA Corporation, and Bausch & Lomb.

McDermott Will & Emery LLP is ‘without doubt one of the best firms I have dealt with in 35 years of practice; very responsive, highly competent, tenacious and achieves terrific results’. Washington DC-based Jean Pawlow, ‘detail-oriented and an excellent high energy advocate’, heads the tax controversy practice, which is widely recommended for IRS audits and appeals of the greatest complexity, competent authority negotiation, and trial and appellate litigation. The group fields 15 partners and is lightly leveraged with 15 associates, with the largest concentrations in Chicago and Washington DC, and more modest representation nationwide. The firm’s origins as a tax firm persist and the majority of instructions to the controversy group originate outside the firm. Acclaimed attorneys for federal tax matters include Thomas Borders, who is ‘an outstanding advisor on litigation strategies with a strong courtroom presence’; Borders masterminded the successful defense of law firm Bryan Cave in a number of state and federal court tax malpractice actions brought by individual plaintiffs as well as two class actions in federal court. Also in Washington DC, George Benson, ‘exhibits phenomenal perception and insight on a broad mix of tax issues’, and has developed a niche in the representation of cooperatives involved in federal income tax controversies. In New York, Thomas Giegerich provides ‘comprehensive tax expertise’. Other lawyers recommended for federal tax controversy include, in Washington DC, Martha Groves Pugh, who is expert in energy industry issues, and William Goldman, highly experienced in appellate litigation. Robin Greenhouse is expert in administrative matters and tax practitioner privilege. In Chicago, Gregory Palmer brings international tax expertise to his controversy practice. New York is also home to a noteworthy state tax group with a nationwide reputation, headed byArthur Rosen, who has 'a very broad state knowledge base, and is able to put concise direct answers together – which reads as not having high billable hours’. Peter Faber is also highly rated for SALT instructions. Leah Robinson is working with New York-based Peter Faber to represent Pfizer in ongoing litigation as to whether New Jersey’s method of allocating the income of a multi-state corporation is constitutional. Chicago’s Jane Wells May, head of the firm's SALT practice, who is ‘energetic and provides rapid response’, has been retained to develop a national strategy for defending all state controversies by a leading domestic retailer. Practice clients include Chevron, Citibank, Honeywell, HSBC and John Hancock.

Bingham McCutchen LLP’s William Nelson in Washington DC, and Donald-Bruce Abrams in Boston, co-chair the firm’s tax group, in which about half of the 50-strong team focus on controversy. The controversy lawyers attract numerous high-value and complex instructions from such major corporate clients as Dow Chemical, HIT Entertainment, GlaxoSmithKline and Pernod Ricard. Key litigators include Michael Desmond, David Curtin, and Raj Madan, who is a member of the team representing Sovereign Bancorp is one of the current leading cases involving what the IRS has termed “foreign tax credit generators”. John Magee leads the transfer pricing section, to which Sanford Stark, highly recommended for federal tax instructions, also contributes. Craig Sharon, former director of the Advance Pricing Agreement Program at the IRS, joined the firm’s Washington DC office in January 2011. Attorneys are based in Washington DC except where indicated otherwise.

Caplin & Drysdale’s Washington DC-based tax controversy group comprises some ten partners practicing fully in the field, and four tax partners with a flexible part-time interest in the practice. The group is lightly leveraged, and clients comment positively on the partner-level commitment on offer. The firm ranks very high on the shortlist of firms recommended for voluntary disclosure and criminal tax fraud instructions. Recent ongoing work includes some 400 cases under the 2009 IRS Voluntary Disclosure Process, and the firm is well placed for anticipated further disclosure programs: recommended in this space are Scott Michel, Cono Namorato and Nile Elber. Christopher Rizek and Charles Ruchelman have recently handled several major tax shelter disputes on behalf of financial institutions. Richard Skillman has expertise in insurance, and is recommended for non-criminal tax controversy and litigation.

Chamberlain, Hrdlicka, White, Williams & Martin’s George Connelly in Houston, heads the tax controversy group which comprises some 25 attorneys in Texas and Philadelphia. The group provides ‘strategic and tactically savvy advice and relative value’. In Houston, Larry Campagna ranks as the practice heavyweight in white-collar crime and tax fraud, and David Aughtry in Atlanta is an inventive and persuasive litigator who has appeared in the Supreme Court. In Philadelphia, Philip Karter appeared as lead counsel in a five week trial for a Fortune 50 company claiming a $423m capital loss from the sale of stock in a contingent liability lease management subsidiary. Herbert Odell is overseeing a multimillion-dollar tax controversy involving proposed adjustments to a large multinational company, and Kevin Johnson has recently obtained the IRS’ complete concession to the most significant issue in a $500m audit involving cross-border financing, thereby reducing the tax in dispute to less than $30m. Jonathan Prokup, also in Philadelphia, and recommended for transfer pricing disputes, is ‘intelligent, thoughtful, analytical, and articulate’. Clients include Sealy Power, Kimberly-Clark, Plains Petroleum and Valero Energy.

Fulbright & Jaworski LLP’s Houston-centered controversy practice is also represented in other Texas cities and New York. Recommended litigators include John Allender, Jasper Taylor and Andrius Kontrimas. Kathryn Keneally in New York has handled numerous IRS investigations for high-net-worth individuals and includes criminal tax proceedings in her practice. Charles Hall, William Lee and Nancy Bowen are members of the team representing Merck in an appeal to the Third Circuit in a suit for the refund of $473m tax and interest; matters in issue include interest rate swaps, the economic substance doctrine, the substance over form doctrine, and the step transaction doctrine. Practice group clients include Triple A Poultry, Baker Hughes, Shell Petroleum and Valero Energy.

Kirkland & Ellis LLP’s tax controversy practice is centered in the firm’s Chicago office, with a secondary presence in Washington DC. The group, which is well-supported by the litigation department, has established a reputation for effective support in administrative appeals and the courts, both in federal and state tax matters. Chicago-based Natalie Hoyer Keller has numerous docketed cases to her credit including the recent representation of Tenet Healthcare. Also in Chicago, Todd Maynes, ‘an excellent tax adviser whose advice is always sound’, includes tax controversy within his practice. Clients include General Motors, Qwest Communications, United Airlines and WR Grace.

Miller & Chevalier Chartered represents more than 20% of the Fortune 500, one quarter of the Global 100 and close to 40% of the Fortune 100 in connection with US federal tax matters. A significant proportion of the Washington DC firm’s work is high-level tax controversy, including complex international transfer pricing matters. With nearly 40 lawyers working wholly or substantially in controversy, the practice has the expertise and capacity to respond to the most challenging instructions. Kevin Kenworthy continues to represent a global petro-chemical giant in connection with high-value disputes. Rocco Femia is recommended for multinational transfer pricing disputes. David Blair has, like many of his partners, served in the government and brings tremendous administrative insight to his controversy work. Alan Horowitz has an impressive appellate practice and frequently appears in the US Supreme Court and federal courts of appeals. George Clarke is recommended for criminal tax defense.

Morrison & Foerster LLP fields ‘high-caliber litigators who play the game to win, but who will not engage in dishonest or unscrupulous tactics’. Craig Fields chairs the firm’s leading SALT controversy. Paul H Frankel, ‘an expert in state tax controversy matters in all states’, has won numerous state supreme court cases for clients including Panhandle Eastern (Kansas), GTE (Kentucky), and Nugget Sparks (Nevada). Frankel and San Francisco-based Andres Vallejo, ‘a very good team’, succeeded in overturning the trial court decision for General Mills before the California Court of Appeal in a high-profile case involving the calculation of the sales factor for apportioning interstate income for a company involved in hedging operations. Also recommended for SALT controversy and litigation are San Francisco-based Thomas H Steele, ‘an outstanding attorney in the state and local taxes area’, and in New York, Hollis Hyans, and Gregory Roberts. The firm’s federal controversy expertise is also noteworthy. Edward Froelich, of counsel in Washington DC and a former trial attorney of the Department of Justice Tax Division, represents clients in all aspects of federal tax controversy and senior counsel James Merritt, also in Washington DC, brings vast experience and gravitas to the group. Practice clients include Sprint Nextel, Reynolds Metal and Science Applications International.

Reed Smith LLP’s nationwide state tax practice is led by Lee Zoeller from Philadelphia, where 15 team members are based. The expanding 18 partner group is also represented in California, and several East Coast states as well as Washington DC. With one of the largest SALT groups in the nation, the firm has the capacity to handle several multistate tax disputes simultaneously and offers excellent client support, from detailed initial business reviews and advice, to expert advice through IRS audits and litigation. Client-acclaimed lawyers include, in San Francisco, John Messenger, who has represented Microsoft in the California Courts. Washington DC-based Donald Griswold, recommended for state tax efficiency reviews of large, multistate businesses, was joined by telecoms state tax specialist Walter Nagel who joined the firm from Sullivan & Worcester LLP in July 2010. Practice clients include Consolidated Freightways, Gannett Corporation, Electronic Data Systems and PTI Communications of Alaska.

Sidley Austin LLP’s tax controversy practice is co-chaired by Laura M Barzilai in New York, and Jay Zimbler in Chicago, and the group is also represented in San Francisco and Washington DC. Zimbler, the firm’s lead tax litigator, has represented Tyson Foods in a series of disputes, the latest being over the availability of research credit for items including the genetic testing of poultry. The firm’s SALT group increased to seven partners in April 2010 when Richard Leavy, previously a partner with Mayer Brown joined the New York office. Other recommended SALT lawyers include Chicago-based Scott Heyman and Tracy Williams, a specialist in the state taxation of insurance companies, who litigated for AIG in several states in cases involving the state taxation of premium and retaliatory taxes. Clifford Gerber in San Francisco is an expert in tax-exempt-financing. Most members of the controversy practice also handle advisory and transactional matters; a combination which clients confirm gives a valuable breadth of approach to IRS audits and administrative appeals. Practice clients include public and private companies, high-net-worth individuals and not-for-profit organizations such as PDV America, PepsiCo, Sprint Corporate and Sears, Roebuck & Co.

Steptoe & Johnson LLP’s tax controversy practice is ‘responsive, and also very proactive in anticipating potential problems and opportunities’ in state and federal tax controversy and criminal tax litigation. Tax policy guru Mark Silverman chairs the group from the Washington DC office, which also houses the majority of the team, with a smaller representation in Phoenix Arizona. Several members of the practice have served in the Justice Department, Treasury or IRS. Recommended litigators in a strong group include the ‘outstanding and extremely professional’ Matthew Lerner, and elder statesman Matthew Zinn for appellate instructions. Philip West and special counsel Michael Durst are ‘excellent in the transfer pricing arena’. The group has particular expertise in insurance sector taxation, in which Arthur Bailey and J Walker Johnson excel: they are currently acting as joint lead counsel for John Hancock Life Insurance in three complex, high-value, tax court cases involving the tax treatment of cross-border leveraged lease investments. Pat Derdenger, in the Phoenix office, has an extensive state and local tax practice. Lawyers named are located in Washington DC unless otherwise indicated. Practice group clients include Fluor Corporation, Koch Industries, Liberty Global, and Procter & Gamble.

Sullivan & Cromwell LLP’s ‘world class responsiveness and client service combine with deep technical knowledge, practical experience and insight’. Washington DC-based head of controversy Donald Korb, former Chief Counsel of the IRS, has ‘unparalleled experience and knowledge in tax controversy work’. The firm’s strategy of targeting UK and French multinationals in need of stalwart representation has been highly successful, current instructions include the representation of a European company in an IRS examination involving a debt/equity issue with over $2bn in potential tax liability, and advising another European company in an IRS examination involving a worthless stock deduction with over $10bn at stake. Diana Wollman in the New York office is also recommended.

Sutherland Asbill & Brennan LLP has a 25-strong SALT group with ‘a very deep bench – probably the best state and local tax practice in the United States’. The expanding practice is chaired by Washington DC-based Jerome Libin, who has a ‘breadth of knowledge combined with his experience in tax litigation which permits him to provide advice from both a technical and practical viewpoint’. Atlanta’s Eric Tresh and Washington DC’s Jeffrey Friedman are ‘both top notch advisers and advocates who strike a prudent balance between aggressiveness and pragmatism’. The firm also continues to attract prestigious federal tax instructions; Kent Jones and Daniel Schlueter are leading the representation of Procter & Gamble in a $434m refund suit involving several issues, including a novel challenge to the IRS’ treatment of intercompany gross receipts in determining the amount of the research tax credit. In Atlanta, Jerold Cohen and Matthew Gries are recommended. Practice clients include General Electric and State Farm Mutual Auto Insurance.

Baker Botts L.L.P. has ‘knowledge and experience in the particular field of estate tax disputes’, particularly those involving difficult valuations such as interests in closely held businesses, family limited partnerships and limited liability companies. John Porter, ‘the best in this field in the country’, and Keri Brown succeeded for the taxpayer in the extraordinarily complex Estates of Black v Commissioner of Internal Revenue, a case which involved trusts, a limited partnership and valuation issues. In a federal tax matter, in which the practice is ‘very knowledgeable about IRS practice and procedure’, Richard Husseini’s team successfully settled a dispute with the IRS relating to an interest allocation study utilizing the fair market value method of valuing assets in the hundreds of billions of dollars. The firm’s clients include Southwest Airlines, United Parcel Service of America, Pennzoil Company and Mariner Energy.

Greenberg Traurig LLP’s tax audits & litigation practice is chaired by the ‘highly skilled and persuasive’ Barbara Kaplan from the New York office. The group includes some highly experienced, ex-IRS litigators who are particularly experienced in pursuing tax refund claims in federal district court. The experienced Thomas Sykes joined the Chicago office from McDermott Will & Emery LLP in May 2010. Recommended attorneys include New York’s David Bunning, who has ‘a very clear mind and is able to present complex tax matters in a simple and understandable manner’; and Phillip Pillar, who works from Washington DC and Philadelphia, ‘very good with tax controversy and has a very strong overall tax technical knowledge’ and recently represented a major insurance company group in IRS appeals regarding a multi-issue, multimillion-dollar refund claim.

Morgan Lewis’ tax controversy group is led by the ‘amazingly effective, a true leader in the discipline’ Miriam Fisher, who is Washington DC-based along with the majority of her 20-strong team. The group provides both federal and SALT support in controversies, and with mixed-practice partners, is strong in administrative appeals work. Gary Wilcox in Washington is a former Deputy Chief Counsel for the IRS. William Colgin in San Francisco is an experienced trial attorney. SALT expert Kimberley Reeder joined the Palo Alto office in March 2010.

Winston & Strawn LLP signalled a strengthening of the federal tax controversy offering in October 2010 when specialist Daniel Dumezich was recruited to head the practice from Mayer Brown, along with long-term colleague Gary Colton. The recruitment suggests a shift in strategy for the firm whose tax partners have generally combined advisory and controversy practices, working with litigation partners where necessary – the highly accomplished James Lynch and Louis Weber have acted for Yum! Brands, the owner of Pizza Hut and KFC, in various tax controversy matters over the years, including one involving the formation and stock sale of a captive insurance subsidiary. Charles Moll leads the firm’s nationwide state and local tax practice from the San Francisco office; other partners named are based in Chicago. Clients assisted in controversy matters include Elan Pharmaceuticals, Sara Lee and AT&T.

Alston & Bird LLP’s eight-partner tax controversy group, ‘true tax litigators’, is headed by Michelle Henkel in Atlanta where the majority of group is based; two partners practice from the Washington DC office. Although modest in size, the firm has achieved a national reputation representing taxpayers in domestic and international tax disputes including audits, administrative appeals, trials and mediation. Highly respected for financial sector and partnership cases, the lightly leveraged team has an excellent reputation for client support. Michael Petrik chairs the firm’s SALT excellent group which regularly handles multimillion-dollar disputes for leading corporates. Clients include Delta Air Lines, AT&T, Coastal Utilities, Wellpoint and Exxon Mobil.

Cooley LLP’s tax controversy partners are recommended for administrative tax controversies and tax litigation at both state and federal level. New York-based Stephen Gardner, ‘an outstanding professional and one of the best tax litigators in the country’, and William O’Brien led the work for Entergy Corporation in the US Tax Court, and succeeded in confirming the company’s entitlement to a $250m foreign tax credit for taxes paid by its subsidiary in the UK. Kathleen Pakenham joined the New York office from White & Case LLP in the summer of 2010, bringing the controversy partner count to five. David Fischer in the Washington DC office is highly rated by clients. Clients include American Express, Coltec Industries, ConocoPhillips, Goodrich Corporation, Shell and Walter Industries.

Pillsbury Winthrop Shaw Pittman LLP’s Washington DC-based Eileen O’Connor, a former Tax Division assistant attorney general, leads the firm’s federal tax controversy team, and ‘cerebral, polished, extremely knowledgeable’ Jeffrey Vesely heads the firm’s SALT controversy group from San Francisco. Both groups are ‘exceedingly responsive and creative, and always bring their best team to the table’. Highly rated lawyers specializing in federal tax include William Bonano in San Francisco, whose practice includes transfer pricing and whose ‘litigation and appeals experience make him the ideal advisor’. In recent SALT litigation, Annie Huang and Jeffrey Vesely successfully represented HSBC subsidiary Beneficial New Jersey in a lead case challenging New Jersey’s recently enacted interest add back law. Practice clients include Cardinal Health, Chevron, Cisco Systems and Xerox.

Vinson & Elkins L.L.P. tax controversy group ‘always has its client’s needs in mind – the attorneys go out of their way to meet deadlines’. Department head George Gerachis from Houston, who ‘provides the highest quality of service with the appropriate level of advice’, has represented Halliburton in federal income tax disputes involving a variety of domestic and international issues, including research and development tax credits relating to Halliburton’s oilfield services technology. The team includes Donald Wood in Austin, who includes complex estate tax matters within his expert practice, and a very promising associate in Houston, Tobey Forney, who is ‘professional, personable, practical and very good at research and establishing positions’. Clients include Hines Interests, Transocean and Thomas Properties Group.

White & Case LLP’s controversy practice is based round a core group of attorneys in Washington DC and New York, headed by Michael Quigley, who has wide experience of administrative appeals and tax litigation. Brian Gleicher specializes in transfer pricing disputes. The practice has considerable expertise in the insurance sector, and recently successfully represented a client before an Ohio District Court in a case of first impression concerning the interplay between the IRS and guidance issued by the National Association of Insurance Commissioners relating to the computation of insurance tax reserves. Clients include Clear Channel Communications, American Financial Group, AOL Time Warner and Citigroup.


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