The Legal 500

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 don’t 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.