The Legal 500

The sub-prime crisis saw the world’s debt and equity markets freeze, leaving companies and financial institutions unable to borrow, lend or raise capital in the ways that they were used to.

Marking the seriousness of the situation, law firms and clients alike have seen the halt of the initial public offerings (IPO) market, as well as the closing of leading financial institutions such as Lehman Brothers and the rescue of banks such as Citibank.

Following the closing up of the debt and equity markets, both national and international corporate firms and financial institutions have experienced difficulty in raising capital and have therefore turned to law firms to assist them in finding alternative ways to raise money, such as creating special-purpose acquisition companies (SPAC) as well as seeking assistance for restructurings. This has been the case for clients across the spectrum of industries, although strong industry sectors such as the energy and technology arenas have been more robust have others.

Therefore, 2008-09 has been a true test of both Wall Street law firms and leading firms based outside the financial centre of the States. While these firms have seen a slowdown in varying areas of the market, it has been a time when the true expertise of lawyers and capital markets practices have been tested, taking transactions to an unresponsive market and assisting clients in urgent transactions that needed to be concluded yesterday.

The following rankings highlight the firms that have been able to carry out work for clients in the current market as well as those that have acted on the 2008 leading matters. Complexity of deals and prominence in the market are also factors.

Cleary Gottlieb
Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP continues to act at the top of the market in terms of debt transactions for issuer and manager clients. The firm’s international capital markets practice offers a full service of products across the board, from complex restructuring to straight debt. Praised by clients for the ‘accuracy of their opinions and the quality of their work’, the practice’s New York and Washington DC-based lawyers saw a dip in terms of market share in the first half of 2008, particularly on the manager side, but still continue to command an impressive slice in terms of volume and deal size across the board.

Issuer representations have been extremely strong for the firm. In January 2008, the practice acted as counsel to Citigroup in the $12.5bn investment in Citi by a group including Capital Research Global Investors and Government of Singapore Investment Corporation. The investment was carried out through an offering of convertible preferred stock, involving six individually negotiated private placements. Overall, the team represented the client in ten concurrent offerings of the overall value of $19bn, including convertible and straight preferred stock to the public.

Illustrating its international prowess, the practice is experienced in Rule 144A/Regulation S transactions and has a strong base in Latin America, acting for American Tower in a Rule 144A/Reg S offering of $500m senior notes, due October 2017.

On the manager side, the team has an impressive roster of both financial and institution clients and non-financial institution clients. A leading matter included the representation of a group of underwriters led by JPMorgan, Citigroup, Greenwich Capital Markets, and Merrill Lynch, regarding an offering by American Express Company $2bn notes and $1bn notes issued under a shelf registration statement.

CLIENTS: Issuer clients of the firm include PNC Financial Services Group, and Alltel Corporation while noted manager clients include JPMorgan, Citigroup, and Greenwich Capital Markets.

INDIVIDUALS: Partner Carmen Corrales is regarded by clients as a’smart and hardworking’ lawyer who focuses her practice on sovereign and corporate transactions, including restructuring. Roger Thomas is singled out by clients as ‘persevering and resourceful’. Thomas has a particular practice focus in international and financial matters.

Davis Polk & Wardwell

PRACTICE: Described by clients as ‘the best underwriter’s counsel for convertible debt in the US’, Davis Polk & Wardwell reigns supreme in debt management representation, particularly taking into account the practice’s volume and size of matters, and the complexity of matters done. Advising a veritable who’s who of financial institutions, there is no ignoring the firm’s strength in this area. Its deep bench in terms of client service is also recognized by clients who note that ‘starting at the top and through the junior resources, they give us 100% focuses and attention’, as well as showing ‘a detailed knowledge throughout the process’.

Praised for its ability to ‘think out of the box and come up with solutions’, the practice has a reputation for being able to turn its hand to any debt matter, from simple offerings to complex hybrid securities. The New York office advised Citigroup, Banc of America and JPMorgan as joint structuring coordinators and book-running managers regarding a Rule 144A/Regulation S offering of $1.25bn junior subordinated notes by Liberty Mutual.

While issuer representation has not been as strong as manager representation in past years, the practice has had an impressive 2008/09 in terms of deal size and the clients that it has attracted. For Oracle Corporation, the largest enterprise software company in the world, the team advised the client regarding its SEC-registered debt offering of $5bn aggregate notes and $5bn in notes of varying percentages.

Industry-wise, the firm has the advantage of having strong New York and California offices, giving it an edge in the financial and technology
arenas and allowing the firm to see continued work in these areas, particularly on the issuer side. The Menlo Park office has had particular strength in the issuer area, and the New York team is advising Morgan Stanley as issuer regarding an aggregate of over $19bn of SEC-registered debt offerings.

CLIENTS: On the manager side, clients include Citigroup, Merrill Lynch, Pierce, Fenner & Smith, and Goldman Sachs, and on the issuer side, the practice represented Oracle and Riper Industries, as well as Comcast.

INDIVIDUALS: Bruce Dallas stands out to clients in the debt area due to his ‘high experience level and knowledge of the law’. The Menlo Park partner led the Comcast matter.

Menlo Park-based partner Alan Denenberg is singled out by clients for his ‘tremendous amount of experience in convertibles, with an ability to navigate the legal and business issues to get
the deal done’. Denenberg is a member of the firm’s corporate practice and acts for both issuers and managers.

Sidley Austin LLP

PRACTICE: Sidley Austin LLP has continued to act at the top level of the manager market, representing clients such as Merrill Lynch and Goldman Sachs. Clients note that the ‘general scope of their securities expertise was a heavy factor in selecting this firm to represent us externally’, which is illustrated by the impressive range of products that the firm can act on, from being the leading firm in investment grade corporate debt regarding markets share and deal size, to extendable note offerings and mortgage bonds, smashing the market perception that without a strong asset-backed securities market, the firm would falter. Clients note that ‘when I am able to select counsel, I go to Sidley Austin LLP They are top-notch securities lawyers and help us work out business-oriented solutions to issues.’

Illustrating its strength in the investment grade corporate debt arena, the practice acted for Citigroup as designated underwriters counsel regarding GlaxoSmithKline’s investment grade corporate bond/debenture valued at $9bn, which closed in May 2008. It also acted for Citigroup as underwriters counsel in five multilateral trade negotiation (MTN) offerings for McDonald’s totaling $3.8bn. Despite originating in Chicago, the firm rivals New York-based firms for relations with financial institutions.

Industry-wise, the practice has strong expertise in the energy, life sciences and real estate arenas. The practice acted for Bank of America Securities, Deutsche Bank, Citi and Goldman Sachs regarding the issuance by Simon Property Group, the nation’s largest REIT, of $1.5bn of two offerings of notes of varying percentages.

On the issuer side, the practice acted for Kraft Foods regarding its $3bn multi-tranche fixed and floating rate note offering and following this its $2bn multi-tranche fixed-rate note offering.

CLIENTS: On the underwriter side, clients include ING, Principle Life Income Findings, and JPMorgan while issuer clients include General Electric Capital and Caterpillar Financial Services.

INDIVIDUALS: New York-based senior partner Norman Slonaker ‘thinks ahead and anticipate issues that may come into play’. A partner for 35 years, Slonaker is adept at the most complex matters such as convertible and exchangeable securities and Rule 144A offerings.

Partner Edward Petrosky is the global coordinator of the securities group and co-head of the capital markets group, and is described by clients as being ‘very, very knowledgeable and very responsive’.

New York partner James O’Connor is singled out by clients for his ‘overall understanding of securities laws and policies’ and for his approach to dealing with securities matters being ‘both calming and calculated and he has helped us deal with a number of issues on an expedient and thorough basis’.

Sullivan & Cromwell LLP

PRACTICE: During a period in which many firms have struggled to recreate 2007’s success across the debt capital markets board, Sullivan & Cromwell LLP has continued to act on highly complex debt matters, particularly on the issuer side, while also enjoying a high level of success in terms of the number of and revenue accrued from manager representation in terms of volume and size of matters in the first half of 2008.

Clients praise the firm’s ‘highest quality of service, supreme responsiveness and dedication of team members’. The practice’s impressive list of large, international clients is understandable due to the complexity and size of deals that it is able to work upon with positive results. With the market that ‘for bank financings, people go to Sullivan & Cromwell LLP ’, the practice has an impressive cross section of clients from its New York and Washington DC East Coast offices, and its Palo Alto and Los Angeles office on the West Coast.

On the manager side, the practice advised the underwriters Credit Suisse, Citigroup, Lehman Brothers and Credit Suisse regarding the SEC-registered $6.6bn convertible notes offering in three tranches, the largest ever convertible notes offering.

The practice recently acted for Wells Fargo regarding two offerings of guaranteed hybrid securities, which included two offerings of entrenched trust preferred securities and two offerings of normal preferred purchase securities. The combined aggregate worth of the four transactions was $6.5bn.

In a joint debt and equity matter, it acted for American International Group regarding its capital raising, which produced over $20bn. The debt portion of the matter consisted of an offering of the equivalent of $6.9bn of junior subordinated debentures.

CLIENTS: Manager clients for the firm include Deutsche Bank, JPMorgan and UBS. On the issuer side, clients include the above mentioned American International Group and Wells Fargo.

INDIVIDUALS: New York-based partner Robert Downes is the coordinator of the firm’s high-yield financing group, but is held in high regard for his work and expertise in the debt arena. Clients note that he offers a ‘top notch service’ in the area.

Cahill Gordon & Reindel

PRACTICE: The majority of the leading debt work that ‘very skilled’ Cahill Gordon & Reindel has worked on in 2008/09 has been a combination of high-yield and debt work with many complex components, showcasing the firm’s high-yield expertise, as well as its flexibility and ease in the debt and high-yield arenas. Despite being less visible in the straight debt space, its elite client base and the spectrum of debt products that the practice acts on is not unrecognized.

In one dual matter, the practice represented the debt financing sources of a spinoff of IAC Companies. The practice represented JPMorgan, Merrill Lynch and Banc of America as representatives for the initial purchasers regarding an offering by Ticketmaster of $300m principle amount of its senior notes. In the same matter, it acted for JPMorgan Chase as administrative agent and collateral agent in the $650m credit facility for Ticketmaster which comprised of a $100m term A loan, a $350m term B loan and a $200m revolving credit facility. For Wachovia Bank, the team represented it in its role as administrative agent and collateral agent in the $200m credit facility for Interval Acquisition, comprised of a $150m term loan and a $50m revolving credit facility.

In a similar matter, the team acted for a group of leading financial institutions including Citibank, Deutsche Bank and Morgan Stanley in various capacities as arrangers and agents regarding Clear Channel Communications’s bank debt financing of $16.8bn. The financing consisted of $2bn cash flow revolving credit facility, a $1.33bn tranche A term loan, $10.7bn tranche B term loan, $696m tranche C term loan, a $1.25bn delayed draw term loans and $783m asset based revolving credit facility.

CLIENTS: The firm’s elite manager client base also includes Credit Suisse, Morgan Stanley, The Royal Bank of Scotland, Wachovia Capital Markets and Barclays.

INDIVIDUALS: ‘Great’ lawyer Micheal Michetti offers a very flexible and diverse practice in terms of the array of matters that he can undertake, including leveraged financings for acquisitions, going private transactions and recapitalizations, with a particular focus on representing financial institutions. Michetti is based in the firm’s New York office.

Cravath, Swaine & Moore LLP

PRACTICE: New York firm Cravath, Swaine & Moore LLP is a leader in both the issuer and manager arenas, with a long history in debt expertise. Clients note that they use the firm due to the ‘reputation of the firm’ in this area, which acts for an impressive array of leading investment banks on both the debt and high-yield debt arenas.

Yet despite counting Goldman Sachs, Credit Suisse and Deutsche Bank among its manager clients, the practice has not seen the same volume, size and complexity of deals on the manager side as other top tier firms, leaving it trailing slightly. Describing the singular New York-based firm as ‘more of a generalist firm’, client’s note that ‘ Cravath, Swaine & Moore LLP doesn’t have the same overall expertise levels.’

In opposition to this, when the LBO and sponsor influx of 2007 died away, the practice handled large senior debt offerings on the issuer side and senior and registered debt on the manager side. Clients praise the ‘strong knowledge of the product and the market, the excellent responsiveness, and level-headed negotiators’ of the practice. Drawing from its investment grade strength, the practice continues to act for an impressive roster of banks. In 2008, it acted for underwriters including Credit Suisse, Goldman Sachs, Morgan Stanley, Banc Of America, JPMorgan and RBS Greenwich Capital regarding the $2bn registered debt offering of E.I. du Pont de Nemours.

Illustrating the firm’s trusted position as underwriter counsel, it is the designated counsel for Johnson & Johnson; one matter for the client includes representing underwriters Citi, Deutsche Bank, JPMorgan and Goldman Sachs regarding a $1.6bn registered debt offering of Johnson & Johnson.

On the issuer side, the practice acted for IBM regarding its $4bn registered debt offering in 2008, and acted for the global biopharmaceutical and related healthcare products company Bristol-Myers Squibb regarding its $1.6bn registered debt offering.

CLIENTS: Manager clients include HSBC, while issuer clients include Xerox Corporation, Bottling Group and Unilever.

INDIVIDUALS: Partner Craig Arcella is described by clients as ‘an excellent capital markets attorney. Very intelligent, professional, attentive and easy to work with’.

The ‘great’ partner Erik Tavzel is widely respected by clients for the capital markets expertise that he brings to the table.

Both partners are based in the New York office.

Dewey & LeBoeuf LLP

PRACTICE: Just over a year after the Dewey Ballantine LLP and LeBoeuf, Lamb, Greene & MacRae LLP merger, Dewey & LeBoeuf LLP has created a reputation for supplying an ‘unparalleled’ service to clients in terms of quality from a firm of ‘brilliant lawyers, with excellent personalities who are extremely responsive, even at the very highest levels and among the most senior partners’. The strength in the insurance and energy sectors is evident on the issuer side of the practice, where clients entail a list of leading insurance companies. Coupled with the traditional financial strength, the practice has a winning combination with a focus that is a little different to its competitors. Clients note that ‘the quality of their work product is also consistently very high across every practice group I frequent’.

On the complex issuer side, the practice acted for Metropolitan Life in Rule 144A and Regulation S offerings of fixed rate, floating rate and extendible notes in an aggregate principle amount in excess of $7bn. In a market where many firms are struggling, Dewey & LeBoeuf LLP has attracted new client Johnson & Johnson, acting for the client regarding its $1.6bn offering of two varying notes.

On the managers side, the practice has acted for underwriters regarding Progress Energy Florida’s two offering of First Mortgage Bonds.

The practice also acted for a number of issuers and underwriters regarding several offerings of catastrophe bonds in an aggregate principle amount equivalent to $2.9bn.

CLIENTS: Issuer clients include Fannie Mae, The Walt Disney Company, New York Life Global Funding and Liberty Mutual. On the manager side, the practice counts Banc of America Securities, Deutsche Bank and Wachovia Capital Markets among its clients.

INDIVIDUALS: Michelle Rutta is heralded as being a ‘go-to’ corporate securities lawyer’. Praised for her ‘tireless, knowledgeable, creative’ approach to matters, she ‘gives 100% to their clients’.

High praise is reserved for partner Morton Pierce. A client notes that ‘I rely heavily on Mort Pierce, especially with respect to board level issues, our most significant transactions, high level governance and strategic advice, and securities matters’. As the chairman of the mergers and acquisitions group, Pierce is a member of the corporate practice and excels to the point that a client notes ‘I wouldn’t trade Mort for any other lawyer in New York’.

Global co-chair of the firm’s corporate finance group, Frank Adams focuses his practice on corporate finance, securities and M&A matters. Having ‘grown up under Morton’s tutelage’, clients note that ‘he serves as an extremely capable second chair to Mort Pierce. They are quite a pair’.

All three partners are based in New York.

Latham & Watkins LLP

PRACTICE: Latham & Watkins LLP’s eminence and reputation in the high-yield and complex convertible debt arenas is well deserved, but this product specific excellence explains why overall market share in the debt arena is lower.

This is by no means an indication that the team does not offer a reasonably strong debt service. Clients praise the team’s lawyers, who are ‘responsive and prepared to put in the energy, effort and thought to strike and then consequently execute a difficult transaction’. The firm also has a strong geographic, and industry-wise, expertise in the communications and technology arenas. It is also noted by clients, however, that the practices within the firm do not work as closely together as they do in other firms: ‘the different parts of the firm worked relatively well together, although some improvement in this respect is needed’.

Despite not having the same relationships with investment banks as other firms, the practice attracts large matters such as advising Bank of America and other underwriters, regarding the Computer Science Corporation’s 144A offering of the $1.7bn senior notes.

In the convertible’s market, the Washington DC team advised issuer USEC regarding its offering of convertible senior notes. The deal is worth $575m. Also on the issuer side, the Los Angeles office advised Amgen regarding its 2008 offerings of $500m senior notes and $500m senior notes of senior notes, with an overall value of $1bn.

CLIENTS: Clients on the issuer side include TransAlta, USEC and Amgen. On the manager side, the practice has acted for Credit Suisse, Goldman Sachs and UBS Investment Bank.

INDIVIDUALS: Partner Dennis Lamont is a member of the firm’s corporate finance group and the co-chair of the private equity finance practice. Lamont is praised by clients for his ‘knowledge and awareness of market standards, clarity of explanation and constructive suggestions’.

‘Terrific’ partner Kirk Davenport is the chair of the corporate finance & capital markets practice group, and is praised by clients for his ‘hands on, practical’ approach to matters.

Both partners are based in the New York office.

Mayer Brown

PRACTICE: Mayer Brown are retained by clients who return to the practice due to a ‘long standing relationship built on trust and excellent results’. The team is noted as being an alternative to other firms due to ‘the quality of the work is enhanced by the relationships the partners build with their clients’, particularly on the underwriter side.

Headquartered in Chicago, the firm is slightly stronger in issuer representation than manager representation. The practice is designated underwriter to a number of household names, and has continuing relationships with some top investment banks, but has not enjoyed the same outstanding manager relationships or volume and size of work as rival firms.

While having expertise based in Chicago, New York, Houston, Charlotte, Washington DC and Palo Alto, the practice does not plug into the elite financial institution client base that other firms enjoys, but is highly accessible to clients. Clients note the closeness in which the lawyers of the firm work together: ‘The attorneys are always very responsive, and don’t hesitate to hand over specialized questions to other attorneys in the firm with the expertise necessary to provide top-notch advice’

The Chicago team represented issuer ProLogis regarding the issuance and sale of $500m aggregate principal amount of the Company’s convertible senior notes, with a $50m green shoe that was exercised. This matter was carried out concurrently with an offering of $600m ten-year notes.

In a matter that closed in August 2008, the practice acted for the issuer TransCanada PipeLines. regarding its $850m senior notes and $650m senior notes.

On the manager side, it represented Citigroup as lead underwriters regarding Dow Chemical’ $800m notes, which closed in May 2008.

CLIENTS: The firm has acted for issuers such as the Tenneco Automotive and ACE INA Holdings. On the manager side, the practice counts Citigroup and Bank of America as clients.

INDIVIDUALS: Chicago-based partner and co-leader of the capital markets and corporate law practice Edward Best is singled out by clients for being ‘very bright, solutions based and pragmatic.’

Also based in Chicago, partner Michael Hermsen is noted to ‘have provided excellent service’ to clients and is very personable in addition to being ‘very good at his work’.

Morrison & Foerster LLP

PRACTICE: Following a year of complex and industry leading manager transactions, Morrison & Foerster LLP sits in the upper echelons of the market in terms of the number of matters handled and the collective dollar amount of transactions done, attracting complex and large matters over the last year and offering clients ‘top priority client service’. This service is described by one client as an ‘unparalleled service’ with ‘great responsiveness’, with a ‘very good bank regulatory practice’.

While the practice is described as ‘not up there with Cleary Gottlieb Steen & Hamilton LLP or Davis Polk & Wardwell , not for the tough questions’ by clients, the range of products that the firm offers and has acted on tells another story. The practice recently acted for the underwriters regarding the largest issuance of US government guaranteed debt in 2008 which involved four tranches of fixed and floating rate senior notes. These were made under the new FDIC Temporary Liquidity Guarantee Program.

The practice also represented underwriters Citigroup, Barclays Capital, ABN AMRO, Deutsche Bank, JPMorgan, Greenwich Capital Market and RBC Dain Rauscher regarding the offering of $1.5bn of senior notes of Capital One Financial.

The team also advised Banc of America as the dealer and arranger regarding a $20bn covered bonds program for the Bank of America affiliate BA Covered Bond Issuer.

On the issuer side, the practice advised Morgan Crucible regarding the offering of $350m of its guaranteed senior unsecured notes. For client ADESA, it advised it regarding a $135.8m offering of senior subordinated notes, the matter involving a debt exchange and a consent solicitation.

CLIENTS: Clients on the manager side include Piper Jaffray and international banks Glitnir Banki and Landsbanki Islands. Issuer clients include Lee & Man Manufacturing and Belron.

INDIVIDUALS: With clients highlighting that her way of ‘developing viable solutions is noteworthy’, partner Anna Pinedo advises a range of manager and issuer clients regarding securities and derivatives matters, and stands out to clients for her particular ‘focus on service’.

Clients single out James Tanenbaum for his ‘sage advice’ and for having ‘always proven himself to be an extremely competent attorney’. Tanenbaum is the chair of the firm’s global capital markets practice.

Both partners are based in the New York office.

Shearman & Sterling LLP

PRACTICE: ‘Excellent’ firm Shearman & Sterling LLP cements it’s mid to upper-market presence with a year of complex and large matters for a range of corporate and financial clients. Sharing the East and West Coast presence that has proved the key to success for many firms in the capital markets arena, the practice acts for a number of high level manager clients, although does not share in the same depth of client roster as other firms. While other firms are often praised as having a deep bench in terms of lawyer expertise, this an area that clients suggest the firm could improve on, noting ‘the associate pool at Shearman & Sterling LLP is very weak and the quality of legal work suffers as a result’.

Offering clients a broad range of product expertise, the practice’s particular strength lies in the convertibles arena. In 2008, it acted for Morgan Stanley and Credit Suisse Securities regarding an offering of senior notes convertible to American depository shares by China Medical Technologies.

The New York-based practice acted for Citi, Deutsche Bank Securities, Goldman Sachs, and Mizuho Securities as joint book-running managers regarding Time Warner cable’s sale of $2bn of fixed rate notes in two tranches.

On the issuer side, the practice’s talent for large complex matters is evident with the representation of John Deere Capital in 2008 regarding its $2bn issuance of medium term notes which are guaranteed under the Federal Deposit Insurance’s Temporary Liquidity Guarantee Program.

CLIENTS: Manager clients include Banc of America Securities, Goldman Sachs and JPMorgan. Examples of issuer clients that the firm has acted for include CIT Group, Alliant Techsystems and Thomson.

INDIVIDUALS: New York-based partner Robert Evans is singled out by clients for being one of the ‘only certain lawyers that I like’. Evans has particular expertise in working with investment banks regarding a range of areas including debt securities.

Simpson Thacher
& Bartlett LLP

PRACTICE: In terms of practice strength,
Simpson Thacher & Bartlett LLP is a market
leader in terms of its high-yield and equity expertise, while its debt strength does not
quite make the same grade. The practice is praised by clients for the way in which the lawyers ‘continue to provide exceptional client service, both in timeliness of work, and quality of work’.

Recently, the practice has been working with impressive issuer clients such as Microsoft on large matters, suggesting that the firm’s issuer expertise is catching up with its manger strength. Despite a very consistent market share on the manager side throughout 2008, the practice does not match its competitors in terms of elite manager clients.

An illustration of the firm’s issuer success is its representation of technology giant Microsoft in the first debt financings in the company’s history. This matter included the establishment of a commercial paper program, under which it may issue and sell up to $2bn of commercial paper notes outstanding at any time, as well as entering into a $2bn senior unsecured revolving credit facility.

The practice acted for JPMorgan regarding a $6bn offering of perpetual non-cumulative preferred stock which is the largest offering of this type ever made by the client, and which closed in April 2008.

On the manager side, the practice has also acted for JPMorgan as initial purchaser, illustrating its ability to act for financial clients as issuer. In this matter, it represented the initial purchaser, the arrangers and the administrative agent regarding the financing of Bain Capital’s acquisition of Guitar Center which entailed a $750m Rule 144A and Regulation S offering of Senior Notes Senior PIK Notes and a $1.025bn Senior Secured Credit Facility, consisting of an asset-based revolving credit facility and term loan facility.

CLIENTS: Issuer clients include Sirius Satellite Radio, SunGard Data Systems and RH Donnelley, while manager clients include JPMorgan and Merrill Lynch.

INDIVIDUALS: New York-based partner Lee Meyerson is praised by clients as being a major player in the recapitalization financing arena. Focusing his practice on M&A and capital markets matters for financial institutions, Meyerson is regarded as giving ‘outstanding service’ and for having a ‘very good temperament’.

Skadden, Arps, Slate,
Meagher & Flom LLP

PRACTICE: Creating a balance between issuer and underwriter representation is highly difficult, but Skadden, Arps, Slate, Meagher & Flom LLP’s ‘incredibly diligent, thorough, responsive and knowledgeable’ corporate finance practice appears to have cracked the market in terms of high profile clients, attracting large mandates from both an impressive array of banks and from high-level issuer clients. While the debt side of the firm’s capital markets practice does not have as impressive a reputation or as impressive a market share, it does not mean that the firm cannot offer a range of complex products to clients.

The practice acted for Bank of America, JPMorgan, and Morgan Stanley as joint bookrunning managers, and Citigroup and Deutsche Bank as joint lead managers regarding a $748m Rule 144A offering of exchangeable senior notes by Boston Properties.

On the issuer side, the practice is slightly stronger in terms of the number of matters handled in a range of arenas, from energy and REIT clients to life science related clients, illustrating the diversity of the practice and allowing it to act in industries less affected by the financial climate. The practice acted for Endo Pharmaceuticals in its $378m offering of convertible senior subordinated notes.

For the issuer E.I. du Pont de Nemours, the practice acted in its concurrent offerings of notes, worth $750m offering of notes and $1.25bn notes.

CLIENTS: The firm’s impressive selection of issuer clients includes the MYR Group, SkyTerra Communications, and Mobile Satellite Ventures. Manager clients include Bank of America, Deutsche Bank, JPMorgan, Morgan Stanley, and Citigroup.

INDIVIDUALS: Partner David Goldschmidt is regarded as being ‘incredibly diligent, thorough, responsive and knowledgeable’ by clients.

White & Case LLP

PRACTICE: While White & Case LLP has not enjoyed as larger share of the market as a number of its competitors, it has acted on billion’s of debt transactions in 2007/08, and on some of the most complex and largest national and international matters for a large range of manager clients, including several matters for the Canada Housing Trust and Well Point on the issuer side.

On the manager side, the practice has acted for Citibank as administrative agent, and Citigroup and Banc of America as joint lead arrangers and joint book-runners, with respect to $1.6bn of senior unsecured credit facilities provided to Owens Corning in connection with its emergence from Chapter 11 bankruptcy.

The practice also represented Canada Housing Trust as issuer, and Canada Mortgage and Housing Corporation as guarantor regarding the offering and sale of CAD$11bn Canada mortgage bonds. The matter was part of the largest debt offering in Canadian history, as well as one of the largest AAA-rated bond offerings by a non-US government-related issuer.

CLIENTS: The practice’s impressive manager client list includes Banc of America, Goldman Sachs and UBS, while issuer clients include Canada Housing Trust, Canada Mortgage and Housing Corporation, and WellPoint.

INDIVIDUALS: New York-based partner Kevin Keogh has acted as lead partner on the majority of leading debt matters carried out by the firm.

Dechert LLP

PRACTICE: Dechert LLP has not weathered the storm as well as its more established competitors in the market, in terms of leading issuer and manager debt matters.

Offering expertise in the life sciences, consumer product, REITs and financial services arenas, as well as a range of complex product expertise, clients recognize the ‘very high quality’ of the service provided. In terms of in-depth knowledge, the lawyers are ‘unafraid to offer views on the business issues and on the relative importance of legal issues presented’.

On the issuer side, the practice represented CompuCom Systems regarding its $210m Rule 144A/Regulation S. offering of senior subordinated notes, which was carried out through Bear Stearns. The offering was made in connection with acquisition of CompuCom Systems by Court Square Capital Partners.

CLIENTS: The practice has acted for Carson Wagonlit, AmerisourceBergen and Altra Industrial Motion on the issuer side, and the manager side, it has acted for clients such as Credit Suisse and UBS.

INDIVIDUALS: Partner James Lebovitz is based in the Philadelphia office, and is praised by clients for offering a ‘unique combination of nuts and bolts wisdom, as well as experienced counsel in complicated matters’. Lebovitz acts for both issuer and manager clients, with a particular focus on the representation of investment banking firms and venture capital investors.

‘Terrific lawyer’ Thomas Friedmann is ‘highly though of’ by clients in the debt arena. The Washington-based partner acts for both issuers and managers in a range of securities transactions.

Philadelphia-based partner Christopher Karras is praised by clients for his ‘excellent responsiveness and quality of work’. The ‘flexible, creative, highly intelligent’ co-head of the finance practice is noted for his ‘great business sense’.

Fried, Frank, Harris, Shriver & Jacobson LLP

PRACTICE: Fried, Frank, Harris, Shriver & Jacobson LLP’s is praised by clients for the ‘great quality of service’ received from lawyers with ‘great communication skills’.

The practice has acted as underwriters counsel to Proctor & Gamble in debt offerings for a number of years. By advising a who’s who of manager clients, the practice illustrates its ability to act for international financial institutions regarding very complex matters, as well as the trust that large corporations have in the practice to handle such transactions. Matters for the corporation over the last year include acting as counsel to JPMorgan, HSBC Securities, and Morgan Stanley as the lead underwriters regarding Procter & Gamble’s offerings of $1.25bn of floating rate notes and $750m of floating notes, closing in early September 2008.

On the issuer side, the practice has acted as counsel to Humana regarding its public offering of $500m aggregate principle amount of senior notes, and $250m aggregate principle amount of senior notes.

CLIENTS: On the manager side, clients include Citigroup, Greenwich Capital Markets and Banc of America, while issuer clients include Proctor & Gamble and CVR Energy.

INDIVIDUALS: Valerie Ford Jacob and Daniel Bursky are both singled out by clients as being ‘brilliant’ partners in this area.

Both lawyers are based in the New York office and have acted on the majority of the firm’s leading debt matters from the last year.

Gibson, Dunn & Crutcher LLP

PRACTICE: Los Angeles-based firm Gibson, Dunn & Crutcher LLP has broken the view that law firms based outside New York struggle to engage the leading financial institution clients in lasting relationships. The practice has acted for clients such as Goldman Sachs, Merrill Lynch and Morgan Stanley in the manager arena. However, it is the complexity of work that keeps the firm from enjoying the same recognition as the leading firms.

The firm’s capital markets team has carried out an influx of investment graded debt offerings of a range of products from floating rate notes to enhanced trust preferred securities and senior notes, and has the ability to work on convertible matters.

The practice acted for Citi as underwriter regarding a $4.5bn public offering of floating rate notes and 4.375% notes issued by Wells Fargo.

On the issuer side, the practice acted for Tyco International regarding its $3.6bn consent solicitation and exchange offer covering seven series of notes to settles bondholder litigation.

CLIENTS: Issuer clients include Covidien, Computer Sciences and Interval Acquisition. On the manager side, the practice’s impressive client list includes Deutsche Bank Securities, ABN AMRO and Sovereign Bancorp.

INDIVIDUALS: New York-based partner Kevin Kelley stands out to clients as being ‘intelligent, hardworking and very hands on’. Clients also note that ‘transactions go much smoother when Kevin is hands on’

Paul, Weiss, Rifkind,
Wharton & Garrison LLP

PRACTICE: Paul, Weiss, Rifkind, Wharton & Garrison LLP places emphasis on cultivating long standing relationships with clients, which is evident in the repeat business from clients such as Time Warner Cable and Canadian Natural Resources. Offering services which will support clients from private ownership matters through to IPOs and beyond, the firm has focused on creating lasting relationships.

While the practice has the ability to act on large matters that entail multiple offerings, it has not attracted the same breadth of clients as other or achieved the same volume of matters worked on. Practising from a New York-based office, the firm’s capital markets and securities team is one of the smallest teams in the market.

The practice acted for Canadian Natural Resources regarding its offering of $1.2bn of debt securities, which consisted of 3 separate offerings of $400m of notes varying percentages.

It also acted for Time Warner Cable regarding a $2bn registered offering of debt securities which consisted of one tranche of $750m of notes, and a second tranche of $1.2bn of notes.

CLIENTS: Issuer clients that the firm has acted for include Husky Energy, EnCana, Time Warner Cable and Canadian Natural Resources.

INDIVIDUALS: Partner Andrew Foley works on transactions through the firm’s capital markets and securities practice and corporate governance practice. Foley also has expertise in Canada-related matters through the Canadian practice group.

Partner Raphael Russo focuses his practice on securities and capital markets transactions and acts for issuers and underwriters in a range of matters.

Both partners are based in New York.

Weil, Gotshal & Manges LLP

PRACTICE: At a time when manager and issuer clients alike struggle to raise capital and face the need to restructure their products, Weil, Gotshal & Manges LLP has placed itself well. With leading expertise in its business finance and restructuring and SEC disclosure/securities regulation practices, the practice is able to assist on a strong number of matters thrown up by the current market.

Regarded in the market as having a primary debt focus, the practice has represented some impressive clients on both the issuers and managers. On the manager side, it acted for Morgan Stanley and JP Morgan as agents/lenders regarding Microsoft’s $2bn commercial paper back-up facility. Illustrating the team’s strength in private equity, and supported by the firm’s private equity group, it acted for Providence Equity Partners regarding the $890m acquisition financing for Newport Television.

On the issuer side, the practice’s work includes representing DIRECTV Holdings and DIRCTV Financing regarding its offering of $1.35bn senior notes, and acting for Estée Lauder regarding a $300m offering of senior notes.

CLIENTS: Clients on the issuer side have included Genworth Financial and Starwood Hotels and Resorts, while manager clients include Morgan Stanley, Merrill Lynch and UBS.

INDIVIDUALS: David Lefkowitz is the head of the firm’s global capital markets practice, and has acted for financial institutions in a large range of capital markets matters predominantly for financial institutions and a range of issuers.