The Legal 500

Kirkland & Ellis LLP’s firm-wide tax group numbers some 77 lawyers, with approximately 47 of these based in its Chicago office. William Levy, who joined the Chicago office in June 2011 from Mayer Brown, is the most recent addition to the team. The group handles tax planning in connection with domestic and foreign M&A, buyouts, international restructurings, bankruptcy reorganisations, as well as contested tax matters in connection with challenges by the IRS and by foreign and state tax authorities. The firm is particularly recommended for its tax strength in the REIT and private equity fund area, and clients report the firm has a promising growing real estate area. Bruce Gelman is ‘clearly a recognized national leader’ in the REIT and private equity funds space. Active clients include Apax Partners, Archstone, Bain Capital and Constellation Energy Group.

Mayer Brown’s Chicago-based domestic practice handles tax controversy, transfer pricing, M&A, tax planning and advisory work, financing, corporate transactions, insurance and reinsurance matters, providing ‘a quality work product’ where ‘timeliness and responsiveness of the service is outstanding’. James Barry in Chicago and Kenneth Klein from Washington DC co-head the transactional side, while Chicago-resident Joel Williamson (recommended for his ‘litigation knowledge and experience, communication skills and responsiveness’) and Larry Langdon in Palo Alto co-head the controversy practice. The firm won a major victory for Consolidated Edison Company of New York in the United States Court of Federal Claims involving the taxation of a complex leveraged lease transaction and the economic substance doctrine, in the first case of its kind to be decided in favour of the taxpayer.

Sharp Sorensen heads up Sidley Austin LLP’s broad-based full-service Chicago tax group and co-ordinates the firm’s national tax practice, which handles M&A, public and private joint ventures, spin-offs, securitizations, and offerings. Sorensen is advising eBay on the tax aspects of its $240m acquisition of Zong, and Lee Christie and Tracy Williams are representing various insurance companies and investment banks including Genworth, UBS, Nomura, JPMorgan, Goldman Sachs and Credit Suisse in connection with insurance securitizations involving life insurance reserve financing. Williams also led the firm’s advice to Bermuda-based Athene Holding on its acquisitions of two US life insurance and annuity companies, involving cross-border insurance restructuring, extensive tax-related modelling, and significant use of financial instruments.

Latham & Watkins LLP (‘superb, very fast response times, huge industry knowledge’) bridges the north and south of the region with its Chicago and Houston offerings headed up by local tax department chairs Diana Doyle and Timothy Fenn respectively. Doyle’s practice is known in the M&A, securities and capital markets space as well as its strengths in controversy and litigation, while Fenn’s practice has a clear energy focus representing many MLPs as part of a broad transactional practice complemented by some controversy work. ‘Incredibly knowledgeable and easy for a non-specialist to understand’ partnership tax expert Julie Marion recently represented Caesar’s Entertainment in its $1bn joint venture with Rock Gaming, and Joseph Kronsnoble advised Leonard Green & Partners in connection with tax aspects of its $2.8bn acquisition of BJ’s Wholesale Club. Fenn and Los Angeles-based Pardis Zomorodi advised Complete Production Services in its $6.2bn acquisition by Superior Energy Services.

McDermott Will & Emery LLP’s Chicago-based corporate tax group provides ‘outstanding client service with valuable insights’. The practice has a strong international focus, significant SALT practice, and pockets of expertise including private client tax planning for closely-held companies, financial products, insurance, and bond offerings. The firm is steeped in tax; Lowell Yoder, noted for his ‘scholarly approach to the law’ and ‘business acumen’ heads the US and international tax team, and Jane Wells May heads the state and local tax team at the largest tax practice of any major law firm in Chicago. The firm recently advised McGraw-Hill on the tax aspects of the formation of a non-US holding company for its international operations and the tax efficient reorganization of these operations across western Europe and Asia-Pacific. Clients include major multinationals such as General Electric, Motorola, Tyco, and Procter & Gamble. Thomas Borders ‘achieves terrific results’.

Skadden, Arps, Slate, Meagher & Flom LLP’s ‘continues to set the mark for high quality and responsiveness’ delivering ‘prompt and practical advice’ with many clients praising the firm’s bench strength. The Chicago tax practice comprises one of counsel, seven partners and 12 associates, including new partner hire Diane Ryan, former national appeals chief at the Internal Revenue Service. The practice supports the firm’s wider corporate, real estate and bankruptcy practice and has particular expertise in investment fund formation and management REITs. Of counsel Louis Freeman recently advised Chevron Corporation in relation to the tax aspects of its $4.3bn acquisition of Atlas Energy; Freeman is ‘able to harness his considerable experience and market intelligence to the team’s advantage’. Andrew Kenoe advised Blackrock Muni-Intermediate Duration Fund in a $287m Rule 144A placement of variable rate demand preferred shares, which are supported by a liquidity arrangement provided by JPMorgan Chase Bank. David Levy is ‘client service-focused, very bright and balanced’.

Winston & Strawn LLP provides ‘the most responsive and cost-effective counsel on a wide range of tax matters’. James Lynch and Louis Weber 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.

Gregory Nelson heads the team at Baker Botts L.L.P., subdivided into four service sections: transactions, planning, and controversy; private client advice; employee benefits and compensation; and a state and local tax practice. The firm’s tax lawyers, working from the Houston and Dallas offices, are primarily focused on the energy sector and have also seen significant demand in master limited partnership engagements in the mid-stream industry sector. Nelson and James Chenoweth recently represented Marathon Oil Corporation in the tax aspects of its $3.5bn acquisition of the issued and outstanding member interests of Hilcorp Resources. The firm represented critical tax witnesses during the CentrePoint Energy Houston Electric rate case proceeding before the Texas Public Utility Commission in connection with federal tax issues related to the computation of consolidated tax saving, FIN 48 amounts, and Medicare Part D. It also recently represented the John Wood Group on its $2.8bn sale of Well Support Division to GE Energy Manufacturing, and Spectra Energy Corp in its $330m sale of a 24.5% interest in Gulfstream Natural Gas System to Spectra Energy Partners.

Bracewell & Giuliani LLP’s tax group, with partners located in Houston, Seattle, Austin and New York, is recognised for its work in the energy industry and with private investment funds. Clients note in particular the firm’s value for money and excellent response times. Gregory Bopp (‘the premier expert on partnership taxation and master limited partnership structuring’) and Lance Behnke recently led the firm’s advice to Kinder Morgan on the tax aspects of its $38bn acquisition of El Paso Corporation, involving complex issues surrounding preservation of losses and structuring work. James Reardon acted for Chesapeake Energy Corporation on the tax aspects of recent notable capital markets transactions totaling $4bn comprising public offerings of senior notes and a tender offer to acquire contingent convertible notes. Behnke and New York-based Elizabeth McGinley advised Chesapeake on its $1.25bn joint venture with EIG Global Energy Partners. Other clients include Royal Dutch Shell, Scotia Capital and Legend Natural Gas.

Houston-centered Texas tax practice Fulbright & Jaworski LLP, also represented in Dallas, Austin and San Antonio, has expertise in oil, gas and the wider energy sector, encompassing both upstream and downstream infrastructure and asset financing. The firm also handles cross-border matters working with its offices in the Middle East and Asia. The group has experience in all facets of tax controversy from audit to appeals; all lawyers handle tax controversy matters in their specific areas of expertise, while a number of tax lawyers focus almost exclusively on tax controversy and litigation. Austin-based Joyce Bode specializes in exempt organizations and partnerships; George Scofield, who heads up the San Antonio office, enjoys a niche practice in the healthcare sector; Dallas resident William Bowers is a federal tax planning expert; Andrius Kontrimas in Houston is recommended for his technical expertise on foreign and US taxes. John Allender heads the department, whose practice clients include Baker Hughes, Transocean, Shaw Group, City of Austin and Electronic Data Systems.

Jenner & Block LLP’s Chicago-based four-partner, three-associate offering provides transactional and controversy advices to businesses, tax-exempt organizations, and individuals in respect of federal and state and local tax. Steven Meier recently advised Lonza Holdings in respect of the tax aspects of its $1.4bn acquisition of Arch Chemicals, and Gail Morse represented General Dynamics NASSCO before the California Board of Equalization in 2010, successfully challenging the Franchise Tax Board’s application of tax credit provisions. The firm advised on state and local tax issues as lead tax counsel to General Dynamics in numerous M&A, including most recently its $360m acquisition of Force Protection and $960 acquisition of Vagent from Veritas Captial.

Katten Muchin Rosenman LLP’s Chicago-centered national tax transaction and planning practice is ‘well versed technically and solutions-oriented’ and clients report ‘very good customer service’. Clients include Greenfield Partners, Diversified Realty, Sterling Capital Parners and Trizec Properties, with respect to tax aspects in a variety of transactions including M&A, leveraged buyouts, recapitalizations, spin-offs, liquidations, real estate purchases, developments, financing for sales and purchases and sales of financial derivatives. Chicago-resident Saul Rudo is an ‘outsanding attorney, very smart’. Bruce Kosub in Irving is also recommended.

Thompson & Knight LLP’s broad-based US tax practice handles business tax planning, including restructurings, estate and gift planning, employee benefits and controversy. The firm has a strong following in the energy sector from large oil and gas multinationals such as Chevron, to medium sized public and private energy companies to smaller family owned companies. Also active in the fund formation space, the firm has been working on MLPs and traditional IPOs in the energy sector, and cash-and-carry transactions popular in the shale plays. Representative work highlights included advising EnCap Investments in connection with the tax issues involved in the formation of a private equity fund focused on the upstream and midstream sectors in North America and comprised of institutional investrs with total commitments of $3.5bn as of final close. The firm also represented the majority holder of Frac Tech Services with the tax issues involved in its $3.7bn sale of equity to a consortium led by Singaporean fund Temasek Captial (Private) Limited.

Foley & Lardner LLP’s Madison, Milwaukee and Chicago offices house eight of the firm’s almost 40 lightly-leveraged partners. Its national tax and individual planning practice group is chaired by David Reinecke. Timothy Voigtman recently led the firm’s tax advice to Regal Beloit with respect to its $875m purchase of the electric motor division of A O Smith and $110m purchase of all the outstanding stock of Unico.

Dallas-based David Sinak leads Gibson Dunn’s central tax practice drawing on 30 tax lawyers firm-wide. The firm is representing Welder Exploration & Production in connection with its new private equity fund offering for direct investment in oil and gas, targeting $200m. It is also providing ongoing representation to publicly traded Eagle Materials, including filing a $100m refund suit in federal district court and planning for potential tax-free spin-off transactions.

The ‘excellent’ Vinson & Elkins L.L.P. is heavily involved in all aspects of the energy space from its offices in Houston and Dallas, including a large energy-focused private equity practice, and broad-based MA practice slanted towards, but not exclusive to, energy. John Lynch, Price Manford, Tom Crichton, Tim Devetski and Debbie Duncan have recently led MLP formations and MLP-related IPOs in publicly traded partnerships in activities including international shipping, natural gas, crude oil and refined product storage. Crichton and Jim Meyer advised CNOOC, KNOC and CONSOL in connection with their $6bn joint venture agreements in shale plays. Other active clients include Transocean Holdings, Continental Airlines and SCF Partners.

Andrews Kurth LLP is an energy-based firm established in 1902 with offices in Houston and Dallas and particular expertise in partnership tax, pass-through tax, and tax aspects related to closely held joint ventures. The firm has recently represented issuers and underwrites in significant MLP IPOs and worked on numerous debt offerings for General Motors, as well as its $3.5bn all-cash acquisition of AmeriCredit Corp. It also represented Enterprise Products Partners in its $8bn acquisition of Enterprise GP Holdings. Tom Ford heads the group from Houston.