The Legal 500

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 LLP ‘ranks 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.