The Legal 500

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP is one of New York’s leading firms in the equity arena, in terms of deal size and volume in equity related manager representations and US preferred stock matters, as well as carrying out 10 IPOs worth over $7bn in the first half of 2008. This market share illustrates the depth of expertise embodied in the practice of ‘exceptionally strong lawyers’ regarding manager representations. As well as commanding a large slice of the market, clients respond well to the firm, noting that ‘their service is excellent and they have by far the deepest bench for a law firm’.

Reputed for its ability to act on highly sophisticated transactions and a full gambit of product expertise, the practice illustrates its strength in the convertibles market, as well as its international strength, through acting as counsel to Citigroup regarding its sale of $7.5bn of mandatorily convertible trust preferred units to the Abu Dhabi Investment Authority.

Cleary Gottlieb Steen & Hamilton LLP has represented an impressive array of underwriters that very few firms can rival. For instance, the practice recently acted for the underwriters led by Morgan Stanley, Banc of America, Credit Suisse, Merrill Lynch and UBS, in MSCI’s $290m IPO of shares of Class A common stock.

While the capital markets practice lacks strength on the issuer side, it differentiates itself from its competitors by exhibiting a strong international capability, acting for both international and national issuers in some of the leading matters of 2008. For Sony, the practice acted as the selling shareholder in its international IPO of the common stock of Sony Financial Holdings, which raised $2.7bn for Sony in the secondary offering in addition to $270m of new capital for SFH. This IPO was the largest in Japan in 2007.

CLIENTS: In addition to the manager clients listed above, the firm has acted for JPMorgan, ABN AMRO and Deutsche Bank. On the issuer side clients include Bolsa Mexicana de Valores, Grupo Clarín and Vale (formerly CVRD).

INDIVIDUALS: Allen Beller is regarded as one of ‘the very best’ in the equity arena by clients. A former director of the Division of Corporation Finance of the US Securities and Exchange Commission, and Senior Counselor to the Commission, Beller focuses his practice on corporate, complex securities and corporate governance matters.

Described by clients as a ‘first-rate lawyer who provides the highest level of legal services and excellent judgement’, Jeffrey Karpf brings particular expertise in SEC-registered matters and complex equity transactions to the practice.

Both lawyers are based in New York.

Davis Polk & Wardwell

PRACTICE: In terms of complexity, volume, and size of deals over the first half of 2008, ‘go-to firm’ Davis Polk & Wardwell takes centre stage for manager representation. Client’s note that the lawyers possess the ‘greatest degree of knowledge in the equity execution area, greatest level trust, and they are constantly providing advice and answers to questions in the interim’, while the firm’s position is cemented by its continuing work with the cream of the underwriting community on ground breaking matters.

Geographically, the firm’s strength is in its New York and Menlo Park offices, allowing it to tap in to the finance and technology markets. Of the practice’s diverse service, clients note that: ‘relative to the general categories that I rate counsel on expertise, work ethic, responsiveness, and they are #1 in all three areas’.

The practice illustrates its ability to advise on innovative and complex matters, including advising the underwriters in the largest follow-on offering of common stock in US history from its New York office. The firm advised Goldman Sachs, Banc of America, Citigroup, Deutsche Bank, JPMorgan, and Morgan Stanley as book running lead managers regarding an SEC-registered offering of shares of common stock of General Electric Company, closing in October 2008.

Another important matter saw the practice advising the above named banks (barring Deutsche Bank and Morgan Stanley and adding Wachovia Capital Markets, HSBC Securities and Merrill Lynch) as joint bookrunners and representatives of the underwriters regarding the VISA IPO which closed in March 2008. This was the largest IPO in US history, in which VISA sold 446.6 million shares of class A common stock for gross proceeds of $19.65bn. Illustrating the firm’s global reach, the IPO was registered simultaneously in the US, Canada and Japan and private placements in more than 50 jurisdictions around the world.

While the firm’s strengths lean towards manager representation, the firm has picked up large issuer matters over the year, including acting as special product counsel for Bank of America in the largest ever public offering of convertible securities, which closed in January 2008. The offering involved $6.9bn SEC-registered offering of 7.25% non-cumulative perpetual convertible preferred stock, including $900m of securities sold pursuant to the exercise of an over allotment option.

CLIENTS: In addition to the manager clients noted above, the firm has represented Credit Suisse and UBS. Issuer clients include SLM Corporation, as well as Oracle, Comcast and Texas Instruments.

INDIVIDUALS: New York-based partner Richard Truesdell is co-head of the firm’s global capital markets group and is regarded by clients as ‘the best securities lawyer on Wall Street’ and praised for his ‘extensive knowledge and calm, unflappable demeanor’.

Menlo Park-based partner Alan Denenberg is regarded as ‘a very creative problem solver’ by clients and brings M&A and corporate finance expertise to capital markets matters. Singled out by clients for being ‘excellent when establishing protocols for working with or dealing with other companies’, Denenberg works in a number of areas of capital markets, including equity matters.

Also based in the California office, Bruce Dallas is a member of the firm’s corporate department and is noted by clients to be ‘an outstanding exemplar of all the firm stands for’, having ‘done it so many times before and seen it all’.

Latham & Watkins LLP

PRACTICE: While Latham & Watkins LLP’s star waned slightly in terms of market share in the first half of 2008, there is no denying that the firm is more than capable of taking on large quantities of work of differing levels of complexities. The market notes that historically ‘high-yield is their focus’, and while it has this premier debt focus in its corporate finance practice, it proves that it is also a leader in both issuer and underwriter in equity offerings in offerings of US common. It is also one of the leading firms in terms of issuer and manager IPOs, advising on 24 US IPOs worth over $3.3bn between September 2007 and September 2008. Illustrating this strength, the ‘responsive’ practice advised RHI Entertainment as issuer, and Kelso and Company as private equity sponsor, regarding RHI Entertainment’s IPO of $189m shares of common stock in June 2008.

Also on the issuer side, the practice demonstrates its expertise in the REIT arena, advising Kimco Realty regarding its offering of 11,500,000 shares of common stocklisted on the NYSE at the value of $426m in September 2008. The practice has also acted for Waste Connections regarding an offering of 12,650,999 shares of common stock listed on the NYSE at the value of $411m.

Despite not having the market share or the impressive client roster of other top-tier firms in manager representation, the firm has continued to practice through the market downturn. In June 2008, the practice advised Credit Suisse regarding Rockwood Holdings’ $421m offering of shares of shares of common stock listed on the NYSE.

The firm continues to grow the practice, welcoming partner Witold Balaban in June 2008 into its corporate department from Davis Polk & Wardwell. Balaban focuses his practice on equity derivatives and cross border capital markets transactions, making him a perfect addition to the practice.

CLIENTS: In addition to the clients mentioned above, clients on the underwriter’s side include Goldman Sachs, Morgan Stanley and UBS while issuer clients include Digital Realty Trust and Extra Space Storage.

INDIVIDUALS: Praised for his ‘extremely strong work ethic’, New York-based partner and vice-chairman of the firm’s global corporate department Marc Jaffe’s personal practice encompasses a vast range of capital markets expertise, including acting on public and private equity and debt matters.

Clients single out Washington DC partner Rachel Sheridan for her ‘extremely smart and reactive’ approach to matters. Sheridan regularly acts for investment banks regarding public equity offerings.

Simpson Thacher & Bartlett LLP

PRACTICE: Having seen the boom of last year’s IPO and private equity markets drop off, Wall Street firm Simpson Thacher & Bartlett LLP continues to represent a number of the top financial institutions and corporate clients on the issuer side. Illustrating the deep expertise of the ‘top-tier’ firm, it has successfully completed complex restructuring matters and offerings that have resulted from the current climate, building on a practice which is historically strong in acquisition finance and hybrids.

An example of such work includes advising German company ATU Auto-Teilie-Unger Handels and its controlling shareholder regarding a €140m equity recapitalization, with a restructuring of ATU’s outstanding credit facility.

While the firm does not hold the same diverse list of financial institution clients, it illustrates its ability to act for financial clients by advising both financial and corporate clients as issuers. The practice recently represented JPMorgan in its largest offering to date, in the form of a $6bn offering of its perpetual non-cumulative preferred stock, which was closed in April 2008.

CLIENTS: Clients on the manager’s side include UBS and JPMorgan, while on the issuer side, the firm has acted for JPMorgan, New Skies Satellite Holdings and Evercore Partners.

INDIVIDUALS: ‘Very highly respected’ New York-based partner Gary Horowitz is singled out by clients for his ‘knowledgeable and easy to work with’ demeanour. Concentrating his practice on corporate finance matters, as well as M&A and joint venture matters, Horowitz acts for both issuer and underwriter clients.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: With a strong East Coast presence, Skadden, Arps, Slate, Meagher & Flom LLP retains its historic reputation as one of the go-to firms for issuers, as well as holding enviable relations with major investment banks with manager clients praising the firm’s ‘cutting edge, current expertise’. Despite market share and deals volume dipping at the start of 2008, the firm is praised for its depth of knowledge and the continued high level of service provided to clients, who note that in equity matters ‘ Skadden, Arps, Slate, Meagher & Flom LLP is on auto pilot which is good and saves us money’. Others note that ‘we also have relied upon the firm to represent us in high profile business and securities litigation, all of which have been resolved favorably’.

Regarded as being ‘very plugged in’ to real estate and healthcare work, the practice’s diverse cross section of industry concentration in the technology, REITS, and industry arenas continues to impress. Regarding its ability to represent both managers and issuers on matters such as IPOs, converts and primary and secondary offerings in 2008, the practice is praised as being ‘always fair’, regardless of the side they are representing.

Illustrating the practice’s strength in the REIT area, it represented the mortgage REIT American Capital Agency, in relation to its $200m IPO of common stock and listing on NASDAQ. On the issuer side, the practice has also recently acted for the SPAC Sapphire Industries, regarding its $800m IPO of units, consisting of one share of common stock and one warrant. In another large matter, the practice acted for HealthSouth in an offering of approximately $1.8bn of common stock.

The practice remains strong in advising underwriters in IPOs for REITs, for example the practice has acted for Banc of America, Citigroup Global Markets and Deutsche Bank as the lead underwriters in the proposed $300m IPO of CapitalSource Healthcare REIT.

On the manager side, the practice acted for Goldman Sachs, UBS and other underwriters regarding the $2.9bn public offering of ordinary shares and equity security units by XL Capital. The practice also acted for Credit Suisse as the sole bookrunning manager, and UBS Investment Bank and Merrill Lynch as joint lead managers in an approximately $2.3bn offering of common stock by MetLife.

CLIENTS: The firm’s impressive issuer client roster includes Digital Globe American Capital Agency, The Stanley Works, Dividend Capital Total Realty Trust, while manager clients include Credit Suisse, Morgan Stanley, UBS and Merrill Lynch.

INDIVIDUALS: Co-head of the firm’s corporate & finance group, Matthew Mallow focuses his practice on the representation of issuers and investment banks in financing matters. Praised by clients for his expertise in the capital markets arena, a client notes that ‘I cannot think of an area where he did not meet my expectations’.

The practice’s other co-head Stacy Kanter is praised by clients for being ‘very client service oriented and a pleasure to work with and provides sound legal advice and wise business counsel’.

New York partner David Goldschmidt is praised for his ‘vast array of knowledge’ as well as his presence on ‘a lot of REIT transactions’. The ‘very seasoned veteran’ has a clear reputation with clients, who note that ‘when David is on something, everything works’.

Sullivan & Cromwell LLP

PRACTICE: Sullivan & Cromwell LLP’s enviable relationship with financial institutions is evident in the long standing relationships that the firm possesses. Praised for the ‘highest quality of service, supreme responsiveness and dedication of team members’ supplied by lawyers who are ‘terrifically talented’, the practice is noted by some to have a slight bias towards its repeat client Goldman Sachs, noting that ‘they are too aligned with Goldman Sachs. Sometimes it’s hard to trust that they are working equally on behalf of all bookrunners on transactions’.

Despite this, the practice has enjoyed an extremely impressive and consistent market share in terms of volume and size of deals on the manger side, particularly in the preferred stock arena. In line with this, it has acted for a host of financial clients including Deutsche Bank and JPMorgan, illustrating that the above noted suggestion is not a widely supported notion.

A focus on equity raises has seen the practice work on a range of matters for issuers. One such example saw the team advise the issuer and underwriter Goldman Sachs regarding a $5.75bn offering of common stock and a $5bn placement of preferred stock (and warrants to purchase common stock with Berkshire Hathaway) in September 2008.

The practice shows its strength in the manager arena by acting for financial clients as both issuers and managers. On the issuer side, the practice represented JPMorgan regarding a huge offering of $10bn common stock in September 2008.

CLIENTS: The firm’s underwriter client base includes Merrill Lynch, Citigroup, Credit Suisse and UBS, while issuer clients include JPMorgan and Goldman Sachs.

INDIVIDUALS: Co-head of the firm’s corporate group, partner Robert Reeder is praised by clients for his ‘expertise and responsiveness’ and acted on the public offering by Goldman Sachs.

Co-ordinator of Sullivan & Cromwell LLP’s corporate & finance group, Robert Buckholz is highly praised by clients, who declare an ‘implicit trust of his judgement’, and note that they feel in ‘in good hands’ when working with the partner.

Cravath, Swaine & Moore LLP

PRACTICE: While Cravath, Swaine & Moore LLP is regarded as being a ‘very strong firm, extremely smart partners’, it is noted that the firm does not have the depth of expertise within its capital markets practice that rival firms enjoy. A client notes that ‘ Cravath, Swaine & Moore LLP doesn’t have the same overall expertise levels’, and while ‘the capital markets people are fantastic’, the overall firm is ‘more of a generalist firm’ rather than having specific, deep expertise in particular areas.

The New York-based firm continues to see work in the energy, technology and financial institution arenas, and acts for leading banks on the manager side, although not with the density of high level matters as competitor firms.

Matters for manager side clients have included representing the underwriters, led by Goldman Sachs and Morgan Stanley, regarding the $2.8bn offering of common stock of Sate Street in June 2008. In July 2008, the firm again represented the underwriters, led by Lehman Brothers, UBS, ABN AMRO, Banc of America and Wells Fargo Securities, regarding the $1.43bn registered offering of common stock of Chesapeake Energy.

On the issuer side, the practice has not seen the same high level issuer clients as competitors and the level of leading matters has lessened, but it continues to illustrate its ability to carry out complex convertible matters as well as IPOs. In November 2007, the team represented Mylan regarding its $2.14bn registered convertible preferred stock offering and its $776m offering of common stock. In April 2008, the practice acted for American Water Works regarding its $1.35bn IPO of common stock.

CLIENTS: Issuer clients have included Safe Bulkers, American Water Works and Genpact, while manager clients include JPMorgan, ABN AMRO, Credit Suisse and Goldman Sachs.

INDIVIDUALS: Partner Julie Spellman Sweet is described as being an ‘extremely business savvy’ lawyer, who ‘knows all legal aspects/cross border transactions’. Spellman Sweet has acted for clients such as Credit Suisse and Goldman Sachs.

Fried, Frank, Harris, Shriver & Jacobson LLP

PRACTICE: Clients regard Fried, Frank, Harris, Shriver & Jacobson LLP as a firm of ‘highly qualified and dedicated attorneys, with sophisticated expertise’. Long-standing relationships with issuer clients such as Proctor & Gamble and manager clients of the calibrer of Goldman Sachs have stood the test of time, yet it is specifically the firm’s expertise and client roster on the underwriter side that sets its capital markets practice in a position to rival top tier competitors. As well as this comparative, if slightly less impressive manager client list compared with other firms, the New York and Washington DC based practice can certainly compete in terms of client service, with clients noting that they are ‘constantly impressed by Fried, Frank, Harris, Shriver & Jacobson LLP ’s overall great quality of service’.

The practice has acted on several matters where it has advised underwriters regarding offerings of common stock by a single issuer and IPOs over the last year. For instance, the practice acted as counsel to Citigroup, Deutsche Bank, Merrill Lynch, Morgan Stanley, BB&T Capital Markets, Davenport & Company and Morgan Keegan, as underwriters in Allied Capital’s offering of $184.1m shares of common stock, closing in May 2008. The practice also acted as counsel to a group of underwriters led by Morgan Stanley regarding the sale of $1.114bn of Annaly Capital Management’s stock.

Providing a ‘great client service and knowledge base on complex issues’ the practice’s ability to work on large, high-end matters is appreciated by clients. Regarding convertible equity offerings, the practice was counsel to joint bookrunners Banc of America and Morgan Stanley relating to MF Global’s issuance and sale of $210m of convertible senior notes and $150m non-cumulative convertible preference shares.

CLIENTS: As well as the underwriter clients mentioned above, the firm also acts for JPMorgan, S Goldman Advisors, Cantor Fitzgerald, and DVB Capital Markets.

INDIVIDUALS: Partner Valerie Ford Jacob is the firm’s chairperson and head of the global capital markets group. Jacobs worked on the Morgan Stanley matter, and is praised by clients for being ‘brilliant, client focused.’

‘Brilliant’ partner Stuart Gelfond has been with the firm for 22 years and is praised for being ‘technically strong in SEC filings and market savvy’.

Partner Michael Levitt is described by clients as ‘exceptional’ and as a ‘go-to underwriter counsel’. Levitt focuses his practice on representing issuers and underwriters in capital markets matters as well as private equity and acquisition finance transactions. All three partners are based in the New York office.

Morrison & Foerster LLP

PRACTICE: Described by clients as a ‘solid mid-tier firm’, Morrison & Foerster LLP has been in fighting form in terms of IPOs, US equity and related equity matters and complex convertible and preferred stock matters, particularly in large matters on the manager side.

Despite the firm’s strong East and West Coast presence, its comparatively youthful capital markets practice is described as ‘not in the same stratosphere’ as rival firms in terms of matters worked on and the caliber of clients recently worked for. Despite not enjoying the same deep relationships with a spread of top financial institutions, the practices is noted to be ‘trying to deepen its depth of knowledge’ by clients.

Illustrating a strength in the representation of financial clients, the practice enjoys ongoing relationships with clients such as Bank of America and its affiliates, for whom Morrison & Foerster LLP has acted for as designated underwriters counsel regarding a number of equity and equity-linked offerings in 2007 and 2008.

Illustrating the firm’s ability to act on large and complex mandates, the practice acted for underwriters in tandem offerings of $6.9bn of non-cumulative perpetual preferred stock, Series L, of Bank of America, underwritten by Banc of America Securities, which to date is the largest convert offering in the world. The other matter is of depository shares, representing an interest in a share of fixed-to-floating rate non-cumulative preferred stock of Bank of America, underwritten by Banc of America Securities, Morgan Stanley and UBS Securities and which is the first of its kind.

In a similarly weighty matter, the practice acted for Natixis Financial Products regarding the establishment of its $2bn Warrant Programme.

On the issuer side the firm illustrates its industry strength in acting for REITs. The practice recently acted for Alexandria Real Estate Equities, regarding it offering of $220m of convertible preferred stock and an offering of $192m of shares of common stock.

CLIENTS: On the issuer side the firm has acted for UDR, Oceania Cruise Holdings and Sourcefire. On the manager side, clients include Sourcefire, Sandler O’Neill+Partners and Raymond James and Associates.

INDIVIDUALS: Partner Anna Pinedo is a member of the firm’s capital markets, corporate and life sciences practices, and is described by clients as having her ‘hand on the pulse of the marketplace’.

‘Responsive, knowledgeable, and insightful’ partner James Tanenbaum is praised by clients for his ability of ‘viewing legal matters from a business point of view’. Working on international and nation capital markets matters, Tanenbaum acts for companies in a broad range of areas, from technology to biotech clients.

Both partners are based in New York.

Shearman & Sterling LLP

PRACTICE: Shearman & Sterling LLP has impressed in terms of complex issuer mandates, in which area the firm is praised for having ‘the scope and depth of expertise that a public company needs in its outside counsel’. The firm has also seen a consistent market share in the manager arena, although a little below competitor firms.

Illustrating the strong overall practice that the firm provides, clients note that ‘while many firms may be able to match Shearman & Sterling LLP in overall quality, I have found few firms that place such emphasis on meeting the client’s overall needs’. Continuing to act on complex products, the practice represented issuer Fairfax Financial Holdings regarding its purchase of $100m convertible senior notes due 2018 of USG, closing December 2008.

The firm’s ability to act both for clients going public and in large matters is evident in the recent work carried out. The practice recently advised Cadbury regarding its spin off of its $6.5bn beverage business, Dr. Pepper/Snapple Group. The practice also advised the new spin off in relation to a $2.2bn credit facility and $1.7bn notes offering.

Unable to shake the grip that the top tier firms have on financial institution clients, the practice does not represent as diverse a cross section of the market as some competitors. Despite this, it illustrated the ability to act for large clients on difficult matters in a difficult market when it represented Merrill Lynch, UBS Securities and Lehman Brothers as joint running managers regarding the $388m IPO by Colfax Corporation and certain selling stockholders, closing in May 2008.

CLIENTS: As well as the above mentioned Cadbury and Dr. Pepper/Snapple Group, the firm has acted for clients such as Jet Blue Airways and Boston Scientific on the issuer side. Manager clients also include Deutsche Bank, Wachovia and Bank of America.

INDIVIDUALS: New York-based partner Danielle Carbone is singled out by clients for always being ‘available when needed and always had a relevant perspective on any issue that arose’ and ‘creative and proactive in developing solutions to issues’. Carbone is praised for being ‘always calm, no matter what emergency arose’.

Sidley Austin LLP

PRACTICE: Sidley Austin LLP receives high praise for its work on the underwriter side, particularly regarding REITs, and mortgage backed securities and IPOs on the issuer side, yet it is noted that for very complex matters, clients are more likely to go elsewhere. One client notes that ‘I would use Sidley Austin LLP for churning out cookie cutter deals, I tell the underwriter to use them as I insist on having them on the underwriter side when they’re doing a matter.’ Despite this, it does not dampen the reputation that the firm has among clients, who praise the practice for having a ‘deep bench of senior associates and partners that are well versed in complex securities issues and capital markets deals’.

The firm’s strength remains on the underwriter side despite having a strong 2008 for issuer representation. On the issuer side, a number of clients have themselves been financial institutions so the firm’s leaning is more than clear. For instance, the practice acted as counsel to the Government of Singapore Investment Corporation as part of the $12.5bn of capital raised by Citi through the sale of convertible preferred securities in a private offering, closing January 2008.

Industry wise, the practice has particular expertise in acting for underwriters in matters relating to special purpose acquisition companies (SPACs). A client notes, ‘I clearly think that my experience with Samir Ghandi and Sidley Austin LLP was the best while executing on the SPAC front’. In this area, the practice has acted for the underwriters in an IPO by Regian Acquisition, a SPAC which was announced in September 2008.

The practice has attracted manager clients on high end matters such as representing Goldman Sachs and Lehman Brothers as underwriters counsel in Freddie Mac’s $60bn preferred stock offering. Between October 2007 and September 2008, acted for the designated underwriters in connection with four follow-on issuances of common stock by HCP totaling $1.3bn.

CLIENTS: On the manager side, clients included Goldman Sachs, William Blair & Company, Friedman Billings Ramsey, UBS, Merrill Lynch and Morgan Stanley. On the issuer side, the firm has acted for NRDC Acquisition, Merrill Lynch and Tribune Company.

INDIVIDUALS: New York-based partner Edward Petrosky is the co-head of the firm’s capital markets group, global co-ordinator of the securities group, co-chair of the firm's accounting and finance committee, and is praised by clients for being ‘very, very knowledgeable and very responsive. He thinks ahead and anticipates issues that may come into play.’

Samir Ghandi is a New York-based partner and is singled out for his expertise in acting for SPACs: ‘I found Sam to be very responsive, up to speed on the latest issues with the SPAC product and very aggressive in representing his clients needs’.

Weil, Gotshal & Manges LLP

PRACTICE: New York-based Weil, Gotshal & Manges LLP has made a concerted effort to bring the quality of its equity expertise up to the same standard as its debt and high-yield practices. While the firm is historically viewed as having premier debt expertise, it has acted for some of the leading clients in the issuer and manager spaces recently in the equity area.

For leading financial institutions on the manager side, the practice represented JPMorgan and Jefferies & Company regarding the $243.1m common stock offering of Central European Distribution Corporation. In another large matter, the practice acted for JPMorgan in the $189m IPO of RHI Entertainment.

On the issuer side, the practice is regarded as having a hand on the ‘energy deal’ of the equity market. Illustrating this, it acted for General Electric regarding its $12.2bn public equity offering of common stock and in connection with its $3bn investment by Berkshire Hathaway in perpetual preferred stock and warrants of General Electric.

CLIENTS: Manager clients have included Citi, Deutsche Bank and JPMorgan, while EnergySolutions and General Electric have used the firm on the issuer side.

INDIVIDUALS: David Lefkowitz is the head of the firm’s capital markets practice and is regarded as ‘one of the best lawyers I’ve worked with’ in the equity arena.

Wilson Sonsini Goodrich & Rosati

PRACTICE: For both issuer and manager clients looking to go public, Wilson Sonsini Goodrich & Rosati has an unmistakable track record in this field. This is apparent following another successful 12 months for the firm, impressing clients with its ‘deep expertise, super fast response time, and thoughtful advice’. Clients also note that ‘it is hard to imagine any higher level of service than that provided’. Historically slightly stronger in representing issuers than managers, the firm is in the top five firms regarding number of IPOs worked on for issuer clients.

Continuing to grow the practice in the US, the Palo Alto-based firm welcomed partner Karen Dreyfus in September 2007 from the Menlo Park office of O’Melveny & Myers LLP, bringing corporate and M&A expertise to the practice.

The firm’s technology industry focus continues to attract clients, who note that the ‘tech company experience and unmatched IPO experience’ impresses them. Working from the firm’s main office in Palo Alto, the corporate practice taps into the technology client base emerging from Silicon Valley and the surrounding area, particularly venture-backed companies. For instance, the practice acted for Rackspace Hosting regarding its IPO, which raised $187.5m in August 2008, and for NetSuite in its IPO of $161.2m in December 2007.

On the manager side, the practice acted for UBS regarding the $94.8m follow-on offering of Rubicon Technology in May 2008, and in October 2007 represented Goldman Sachs and Lehman Brothers in the $192m follow-on offering of Starent Networks.

CLIENTS: Issuer clients include Intellon, 3PAR, ICx Technologies, BioForm Medical and Infinera, and manager clients include UBS, JPMorgan and Goldman Sachs.

INDIVIDUALS: Partner Brian Beard is based in the Austin office and has been with the firm for over ten years. Described by clients as giving ‘practical advice’, Beard has a ‘deep understanding of securities laws’.

‘Very responsive’ Palo Alto-based lawyer Steven Bochner has almost 27 years of experience in the corporate and securities arena, which is evident through clients who regard him as a ‘SEC expert, unmatched at IPO experience and disclosure issues’.

Cahill Gordon & Reindel

PRACTICE: Mainly based in New York with some Washington DC expertise, Cahill Gordon & Reindel is regarded within the market as having a historically strong practice in terms of high-yield matters while seeing ‘little on equity offerings work’. Having leveraged off the IPO boom in 2007, the firm, which has also had a deep impact in the leveraged buyout arena, acted on a number of large matters that have now dropped off, leaving it to act on a number of public offerings of common stock.

An example of this work is the April 2008 representation of Citigroup Global Markets, Bank of America, JPMorgan, UBS, and Wachovia Capital Markets as underwriters regarding the public offering of 4,000,000 shares of common stock of homebuilder Meritage Homes Corporation.

In the practice’s only IPO for the year, Cahill Gordon & Reindel acted for JPMorgan, Wachovia Securities, Keybanc Capital Markets and TudorPickering as underwriters in November 2007 regarding the IPO of 7,666,667 common stock shares, priced at $12, for $92m by Approach Resources.

CLIENTS: The firm’s underwriter roster includes Deutsche Bank, Morgan Stanley, Johnson Rice & Company, Simmons & Company, Stanford Group and Merriman Curhan Ford.

INDIVIDUALS: New York-based James Clark is praised for his ‘great insight regarding legal matters’ as well as his ‘keen understanding of the underlying business issues’. Clark focuses his practice specifically on capital markets matters, representing both corporate and investment bank clients.

Clifford Chance

PRACTICE: While Clifford Chance does not hold the same market share in terms of issuer and manager representations as some of the leading firms, it does continues to act for a number of elite financial institutions. The firm’s financial institution focus is clear as the leading issuer and manager mandates from the last 12 months have all been for financial clients. Clients, who observe that the firm is ‘well connected in the industry’, have noted this, as well as declaring that the ‘quality of service has been excellent’. While such an approach may impinge on the number of matters that the practice has recently worked on and the scope of work it covers, it has given Clifford Chance a strong following among clients.

Illustrating the firm’s strong relationships between its practice groups, as well as its ability to attract large mandates, the practice represented Citigroup Capital Markets and UBS in December 2007 as lead underwriters regarding a $3bn common stock and mandatory convertible preferred stock offering for Sallie Mae. This transaction involved more than 30 partners and associates from the firm’s banking, corporate finance, financial products, litigation, M&A and tax departments,

In March 2008, the practice represented the underwriters JPMorgan, Citigroup and Merrill Lynch regarding the $220m offering of convertible preferred stock by Alexandria Real Estate Equities and in June 2008 acted for JPMorgan as underwriter regarding the $379m offering of common stock by CapitalSource.

As a global firm, its international spread is undeniable, with a Latin America focus that has led to a large number of matters in this area. On the issuer side for example, the practice advised Brazilian bank Bicbanco regarding its $477m Brazilian IPO and 144A/Reg S preferred share offering in October 2007.

CLIENTS: Manager clients include Morgan Stanley, Barclays Capital, UBS and Deutsche Bank, while issuer clients include NYSE Euronext, Cogdell Spencer and the Governor and Company of the Bank of England.

INDIVIDUALS: Corporate and securities lawyer Jay Bernstein is co-head of the firm’s Americas region as well as the Americas region of the firm’s real estate funds and investment banking group and is described as the ‘quintessential business man’s lawyer’ by clients. The ‘trusted business partner for our investment bankers’ co-led on the Sallie Mae matter.

New York based-partner Andrew Epstein is praised by clients for ‘ his skill in managing client requests and crafting language sufficient in answering SEC questions’, coupled with his ‘excellent customer service’. Epstein also led the Sallie Mae matter with Jay Bernstein and Tony Lopez.

Cooley Godward Kronish LLP

PRACTICE: Cooley Godward Kronish LLP continued to capitalise on the strength of its IPO cabilities during the end of 2007 and the beginning of 2008, and when the area slowed down, follow-on offerings and PIPEs transactions took the fore, illustrating that this firm is no one-trick-pony. Despite this, the complex, high end matters go to the more full-service firms as a matter of course.

On the issuer side, the practice acted for Rigel Pharmaceuticals regarding its follow-on offering of $127.9m in January 2008, and in June 2008, acted for Sequenom regarding an $85.3m offering. In July 2008, the firm acted for Jazz Pharmaceuticals in relation to its $26m PIPE.

In terms of industry focus, the Palo Alto-based firm received a boost in the life sciences arena with lawyers from now defunct Heller Ehrman joining in 2008. Illustrating the firm’s strength in the life sciences and IPO arenas, the practice acted for CardioNet in March 2008 regarding its $81m IPO. As noted, follow-on offerings were a good source of work for the practice throughout the end of 2007 and through to the summer of 2008.

While the firm is historically stronger on the issuer side, it does have the ability to act for managers, for instance, in October 2007, the practice represented Goldman Sachs, Lehman Brothers, Morgan Stanley, JPMorgan, Thomas Weisel Partners and Jefferies & Company regarding Infinera’s $220m follow-on offering.

CLIENTS: Issuer clients include Metropark, Epocrates, CyDex Pharmaceuticals, Entropic Communications, ARYx Therapeutics, Genoptix, Allos Therapeutics, and Cardica.

INDIVIDUALS: Fred Muto is a partner is the business department and a founding partner of the firm’s San Diego office, where he is based. A member of the firm’s management committee, Muto focuses his practice on acting for emerging and public growth and technology companies in securities and corporate matters.

Palo Alto-based partner Laura Berezin is co-head of the firm’s investment banking practice and specialises in corporate securities and finance transactions. With the life sciences arena an area of strength for the partner, Berezin has acted on a range of products for clients ranging from IPOs to complex convertibles and PIPEs.

Debevoise & Plimpton

PRACTICE: An area that Debevoise & Plimpton has excelled in is the representation of private equity clients regarding complex leveraged financing transactions. As the private equity market ground to a halt, the firm has not seen the same influx of work from the market that it had seen before. However, it has acted on IPOs and has seen the international side of the practice bring in clients, and is praised by clients as being ‘probably the best firm I have ever used in the states for capital markets’, while another client notes that ‘there is no one better to do-one offs with’.

Praised for its ability to ‘bring all the disciplines together, they’re good at pulling all the threads together and making it work’, it is clear that the firm can turn its hand to alternative arenas to raise money when some of the market is down.

Successfully raising capital in the market for issuer clients, the securities practice acted for MBIA regarding its $1.15bn public equity offering as well as its $500m investment by Warburg Pincus, and its $1bn surplus notes offering. The practice also acted for AMR Corporation regarding its $300m offering of common stock, both illustrating the firm’s ability to act on large mandates.

On the underwriter side, the practice acted for Goldman Sachs and Bank of America Securities regarding the $300m offering of senior notes by Cigna.

CLIENTS: The firm counts JPMorgan, Bank of America and Morgan Stanley among its manager clients, while issuer clients include MBIA and Westpac.

INDIVIDUALS: Corporate partner Alan Paley is the co-chair of the firm’s securities group and is a highly respected by clients for his work in the capital markets arena, who note that ‘he is really impressive’.

New York-based partner Matthew Kaplan is described as one of the ‘the best lawyers I have ever worked with’.

Dechert LLP

PRACTICE: Even with a large number of IPO matters pending, it is telling that while firms in the upper tiers have seen sizeable IPOs succeed recently, Dechert LLP does not seem to have enjoyed this luxury. Continuing to represent a number of strong issuer clients, the practice has not found it as easy to go to market as other firms.

Despite this, Dechert LLP is clearly a firm well-respected and liked by its clients. A client notes that, ‘James Lebovitz, and frankly his whole team provide, in my opinion, a unique combination of nuts and bolts wisdom, as well as experienced counsel in complicated matters. Their customer service is also top shelf’, while another client notes that they return to the firm because of the its ‘exceptional reputation as securities counsel. The lawyers are very strategic in the way they think, they don’t approach problems in conventional methods, they look for innovative solutions.’

On the issuer side, the practice represented Griffon in a registered rights offering of common stock with gross proceeds of $250m to fund the future growth of the company.

Illustrating the firm strength in handling REIT related matters, the practice has acted for JPMorgan, Morgan Stanley and RBS Capital Markets on the manager side as joint bookrunning managers regarding the $100m, primary offering of common stock by the REIT, Entertainment Properties Trust.

CLIENTS: Issuer clients include XO Holding and MTS Health Partners while manager clients include KeyBanc Capital Markets and Goldman Sachs.

INDIVIDUALS: Partner James Lebovitz is described as ‘The expert in this field’ regarding PIPEs and registered direct financing by clients. Based in the Philadelphia and Hong Kong offices, clients note that ‘he has seen it all and despite his seniority is the most available and responsive lawyer I can think of’.

Partner Thomas Friedman is praised for ‘going a little bit further’ for clients. The ‘terrific lawyer’ is based in the Washington DC office, and focuses his practice on the representation of public and private clients in an impressive range of industries.

Faegre & Benson LLP

PRACTICE: Based in the Midwest, Faegre & Benson LLP takes a place in the market that distinguishes it from other firms, giving the practice a unique client base and market perspective. With work focused mainly in the mid-market arena, it has handled a number of large matters and offers clients top-notch service; one client notes that ‘good service begets repeat business’ while another feels that the firm’s geographic positioning is well received by clients: ‘They offer a very cost efficient and quality service, the rates are a little lower than the East and West Coast firms’.

Regarding large mandates, the practice recently acted for the firm’s largest equity client Archer Daniels Midland (ADM) regarding its $1.75bn public offering of equity units. Also on the issuer side, the team represented ADM regarding its $1.75bn public offering of equity units, which consisted of a contract to purchase ADM common stock and an interest in a 4.70% debenture due 2041.

Enjoying a healthy, mid-tier slice of the US equity and equity-related matters on the manager side in terms of volume and size of deal, the practice is building its strength in this area. The practice recently acted for Craig-Hallum Capital and Robert W Baird as underwriters for Titan Machinery regarding its IPO and secondary public officering. The December 2007 IPO raised $50m, and the May 2008 secondary public offering of common stock raised $97m.

CLIENTS: As well as Archer Daniels Midland, issuer clients have included VeraSun Energy, Life Time Fitness and Capella Education.

INDIVIDUALS: Minneapolis-based partner Morgan Burns is singled out by clients for offering ‘common sense advice’ and for his assistance to find ‘real world solutions’ to issues.

Jonathan Zimmerman is also based in the Minneapolis office and is praised as being ‘very responsive’, ‘very knowledgeable’ and ‘easy to work with’ by clients.

Gibson, Dunn & Crutcher LLP

PRACTICE: Manned with ‘highly-responsive, experienced, and creative attorneys’ in the arena of manager representation, Gibson, Dunn & Crutcher LLP has shown its mettle with a number of mid-market matters for large manager clients. While it does not have the market share of the upper-tiers or the same caliber of clients, it has acted in matters during a time when many firms have found work hard to come by. Clients declare the firm to be ‘very good at identifying legal risks and quantifying the potential implications of various choices. Good at finding a way to a commercial outcome without undue legal risk’. With just under 70 lawyers in the capital markets arena spread via eight offices, four of which are in California, the firm reaches an impressive cross section of clients.

One such matter in August 2008 saw the practice act for Citi as underwriters regarding a $690m public offering of entranced trust preferred securities issued by Wells Fargo Capital XIV. In September 2008, the team acted for the underwriters Friedman, Billings, Ramsey, Oppenheimer, and Sandler O’Neil + Partners regarding a $160m offering of common stock of Signature Bank.

Illustrating the firm’s true expertise in financial institution representation, the practice acted for Capital One regarding its $789m equity offerings in September 2008, which was underwritten by Citi and JPMorgan.

CLIENTS: In addition to the above mentioned Citi, Sandler O’Neil + Partners, and Friedman, Billings, Ramsey, Oppenheimer, manger clients include Morgan Stanley, Citi, JPMorgan and Credit Suisse.

INDIVIDUALS: New York-based partner Steven Finley is co-chair of the capital markets practice group as well as led the above-mentioned Capital One matter. Finley is praised by clients for using ‘his vast experience to make the process more efficient’.

Goodwin Procter LLP

PRACTICE: Praised by clients for the ‘knowledge and depth of staff’, Goodwin Procter LLP takes a disciplined approach to the focus of the firm’s corporate finance practice with specific industry focuses, which include technology, real estate capital markets, financial services, private equity sponsors finance and life sciences.

Illustrating the firm’s commitment to the capital markets space, the practice has grown with the addition of New York partner Micheal Maline, who joined in May 2008 from Lowenstein Sandler PC. Maline brings with him life sciences, technology and PIPEs expertise, adding to the strength of the practice already seen in the Boston, Los Angeles and San Francisco offices. Noting the expertise coming into the office, clients commend the firm’s ‘excellent job of hiring and cultivating high quality, high performance lawyers’ and note that the firm’s ‘responsiveness, expertise, attitude, approach and billing’ are a plus.

The firm’s ability to refocus its energies after the IPO market dropped off has seen the practice act for a number of matters in the PIPEs arena. The practice acted on nine PIPEs transactions with a total dollar amount for agent representation of just over $964m.

The team acted for the issuer Evergreen Solar regarding the public offerings of both equity and debt for aggregate gross proceeds of $477m. In another large matter, the firm represented ESLR in an underwritten public offering of 16,000,000 shares of common stock for $152m. In July 2008, the practice acted for ESLR in an underwritten public offering of senior convertible notes due 2013, worth $374m.

CLIENTS: Issuer clients include Inverness Medical Innovations, Danvers Bancorp and athenahealth. On the manager side, the practice acted for Deutsche Bank and Jefferies & Co.

INDIVIDUALS: Chair of the securities and corporate finance practice Ettore Santucci is regard as being a partner that clients can turn to ‘with big picture questions and issues’.

Micheal Bison embodies the firm’s practice aim to focus on specific industry areas, with a client noting that he has ‘impressive judgment in his respective areas, broad knowledge of related areas, very valuable insight into industry practices and norms’. Bison is primarily a partner in the technology companies group, and is also a member of both of the firm’s securities and corporate finance practices and life sciences and practices. Both partners are based in Boston.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

PRACTICE: Paul, Weiss, Rifkind, Wharton & Garrison LLP’s focus on representing private equity funds and companies placed it in the top rungs of the equity market last year due to the private equity boom. The firm’s position, however, is regarded by some as the ‘result of an anomoly’. Recently, the practice has illustrated its ability to carry out large and complex work for manager clients, but the practice’s work on the issuer side over the last 12 months has continued to be of substantial weight.

The firm’s small capital markets and securities practice consists of six partners and one of counsel based in New York; regarded as ‘niche’, the practice focuses on the representation of the issuer, again limiting its market share. The practice represented Las Vegas Sands regarding a public offering of $1.1bn of common stock, approximately $1bn of units consisting of Series A cumulative perpetual stock, and warrants to purchase common stock.

Illustrating that the firm can act on large matters in the IPO space, the team acted for Trian Aquisition I regarding the $920m IPO of units, consisting of common stock and warrants.

CLIENTS: Clients include Chubb, Home Depot, Las Vegas Sands and Trian Acquisition I.

INDIVIDUALS: New York-based partner Edwin Maynard is the co-head of the firm’s capital markets and securities group, and focuses his practice mainly on M&A and corporate finance matters. The head of the firm’s Canadian practice group, Maynard is also adept to acting on cross border transactions.

Proskauer Rose LLP

PRACTICE: Proskauer Rose LLP’s reputation in the market as a relatively young practice is reflected in the firm’s small yet growing market share and lower profile client base than a number of its rivals, but the firm is praised by clients for its ‘solid team of capital markets’ attorneys that are able to structure and facilitate complex transactions with a focus on client service and responsiveness’. The capital markets group is reaping in the fruits of its labor in terms of complex manager and issuer matters, and client feedback. Representing clients in a diverse number of areas, such as IPOs, 144A offerings and alternative capital investments, clients note that ‘ Proskauer Rose LLP has demonstrated an impressive evolution in its capital markets practice over the last five years’.

The relatively small team of 13 lawyers are mainly based in New York and Los Angeles, with one resident in each of the Boston and Washington DC offices, allowing the firm to connect with the East and West Coast markets that have proved fruitful for the majority of the team mentioned here.

The practice’s true differentiating factor from its competitors is its concentration on alternative capital investments, particularly PIPEs and SPACs matters. The practice recently acted for Credit Suisse as placement agent in the $120m registered direct offering of shares of common stock and warrants to purchase shares of common stock of Rentech.

CLIENTS: Manager clients include Credit Suisse, Lazard Freres and Citigroup. Issuer clients include Ares Capital and Global Consumer Acquisition.

INDIVIDUALS: ‘One of the sharpest corporate lawyers on Wall Street’, New York-based partner Frank Lopez is a firm hit with clients, who describe him as ‘one the of the best capital markets attorneys in the nation with a wide ranging skill set in corporate finance, including initial public offerings, convertible bonds and high yield bonds’.

Los Angeles-based Michael Woronoff is the head of the corporate and securities practice, and is regarded as ‘literally one of the best attorneys with whom I have ever worked’. ‘His business acumen in unparalleled’ and he is praised for his ‘world class’ skills, judgment, work ethic and professionalism by clients.

Vinson & Elkins L.L.P.

PRACTICE: It is a fact that many firms based outside New York struggle in attracting leading capital markets work, particularly on the manager side, but Texas-based Vinson & Elkins L.L.P. forges on, attracting IPOs and a vast array of offerings of common shares, stocks and units in 2008 alone for issuers and managers alike with an ‘outstanding group of lawyers’. Clients especially praise the firm’s ‘leadership in the master limited partnerships industry’, with one client noting that ‘ Vinson & Elkins L.L.P. was chosen because of its expertise in Master Limited Partnerships and the quality of the lawyers’.

Despite this, the practice has not seen a flurry of complex work but volume and client feedback definitely make the firm a competitor in the equity arena. The practice, whose ‘service levels are excellent’ while the ‘levels and depth as well as breadth of industry knowledge are excellent’ has a slightly higher turnover of work on the issuer side, but does also attract large deals on the manager side.

Towards the end of 2007 and the start of 2008, the ‘very commercial and practical’ team, continued to tap into its strength in the energy arena, which has seen the firm pick up large mandates. The practice recently acted for Western Gas Partners regarding its $609m offering of common units. It also acted for Intrepid Potash, the largest producer of potassium chloride (potash) in the US, regarding its $1.1bn offering of common stock.

On the underwriter side, the practice acted for a group including Lehman Brothers, Goldman Sachs, JPMorgan, Banc of America Securities, Citi, Credit Suisse, Deutsche Bank, Jefferies & Co, Merrill Lynch, Morgan Stanley, UBS Investment Bank, Wachovia Securities regarding XTO Energy’s $1.4bn offering of common stock.

The practice also acted for underwriters including JPMorgan, Banc of America, BMO Capital Markets, BNP Parabis, Jefferies & Company, RBC Capital Markets, Tristone Capital and UBS Investment Bank regarding a $763m offering of common stock by Petrohawk Energy Corporation.

CLIENTS: The practice represents an impressive number of energy clients including Energy Transfer Partners, Plain All American Pipeline, and Range Resources Corporation. Non-energy clients include Continental Airlines. On the underwriter side, clients include Goldman Sachs, Banc of America Securities, Deutsche Bank, Morgan Stanley and UBS Investment Bank.

INDIVIDUALS: Houston-based partner and co-section head of the corporate finance and securities practice T Mark Kelly is praised by clients as being ‘number one, his ability to grasp the issue and suggest solutions is unequalled’ and is recognised for his ‘breadth of experience and in depth knowledge’.

Working primarily on both corporate finance and M&A matters, New York partner Mike Rosenwasser is praised by clients for his ‘quality service, industry knowledge and strength of client relationships’.

White & Case LLP

PRACTICE: Described by clients as being ‘simply the best in the business’, White & Case LLP has in 2008 taken on impressively large matters for issuer clients. For instance, the highlight of the year for the practice has to be its representation of Visa in the client’s $19.7bn IPO and its listing on the NYSE, the largest IPO in US history.

There is a view that the firm’s strong international links, particularly with Latin America, may hinder its national strength in the capital markets arena, with clients noting that they turn to the firm due to ‘past experience, reputation and fact that the firm is on our global approved list’. This is of course a huge compliment to the firm’s international capabilities, but looking at the practice’s work over the last year, it suggests that the national market may not be its main focus. Despite this, regarded as having ‘the knowledge, expertise and experience necessary to understand legal issues presented and to calculate workable business and legal solutions’, there is no doubt that the firm can handle both national and international work.

On the manager side, the practice acted for some large financial institutions, including representing Deutsche Bank as the backdrop purchaser and investor regarding the rights offering by Hayes Lemmerz International. The client exercised an option to purchase a large amount of shares in a private placement concurrently with the closing of the initial matters.

CLIENTS: Clients on the manager side include Merrill Lynch and UBS and Credit Suisse, while issuer clients include BNP Paribas and Banco Patagonia.

INDIVIDUALS: New York-based partner Colin Diamond is praised by clients for his experience and deep knowledge in M&A and securities matters, noting that ‘no matter what problem I present him with, he can find a solution. So for qualities I would list: accessible, knowledgeable, precise, efficient and business-savvy’.