The Legal 500

After exponential growth since the mid-1990s, the sub-prime collapse of mid-2007 shocked the credit markets which subsequently seized up in September 2008 with the Lehman Brothers bankruptcy.

The impact of the credit shrinkage at the industry level and to law firms has been significant. The Wall Street ‘bulge-bracket’ of major investment banks numbered five until the fall of 2008 - Goldman Sachs, Merrill Lynch, Morgan Stanley, Lehman Bros and Bear Stearns. Now there are none: Lehman has filed for bankruptcy, Bear Stearns and Merrill Lynch have been purchased by commercial banks, and Goldman Sachs and Morgan Stanley have opted for bank holding company status. Looking to the future, one senior partner notes ‘a lot of the businesses we dealt with are gone and new ones are forming’, while another comments ‘the historic client base is being reshuffled and we can’t see what entities will look like even if they survive’. So, law firms expect to be serving a rather different client base albeit individual contacts will remain solid. Lawyers confirm that smaller broker-dealers are likely to take up more space in the market as normality returns, and, in the meantime, hedge funds and private equity managers are generating some new deals while existing structures undergo risk-review and restructuring.

Client demand is now for expert lawyers capable of dealing with distressed assets, crisis situations and complex workouts. Those firms that had built the capacity for a high volume of commoditized deals have generally downsized practices. Thacher Proffitt & Wood closed its doors at Christmas 2008 in circumstances certainly connected with the difficult financial markets. In February 2009, the market was shaken again when 12 key structured finance partners and a team of associates left McKee Nelson LLP to join Ashurst LLP.

On a more optimistic note, there is a unanimous consensus among lawyers in the practice area that the underlying products they handle are not broken, simply tainted by misuse or failure to fully understand risk profiles. There is an expectation that the market will be slow to return to complex products and will be more highly regulated but, nonetheless, structured products and derivatives do provide effective risk-management tools that the market needs and demand will reassert.

Clients confirm that the current market requires senior lawyers with significant experience in complex securitization to handle the workouts, restructuring and litigation resulting from the toxicity of securitized assets. Our rankings reflect those practices providing best access to these prized attorneys, which is generally at partner level, and also take into consideration the depth of support, the practice’s track record and availability of ancillary resources.

Cadwalader, Wickersham & Taft LLP

PRACTICE: Cadwalader, Wickersham & Taft LLP was early to build a strong derivatives and structured products practice but focused on ramping up capacity for the processing of high-value commoditized products. The inevitable consequence of the policy - as the economic crisis developed and the new deal flow for structured products evaporated - was serial downsizing accompanied by reports of declining profits. As most job cuts were in the junior ranks, the top-tier expertise which established Cadwalader, Wickersham & Taft LLP’s place in the elite group remains intact.

Cadwalader, Wickersham & Taft LLP responded to market conditions by strengthening its capacity in financial restructuring and bankruptcy through 2008 and the early part of 2009 with the creation of a large interdisciplinary group. These structured finance experts should certainly be in demand as toxic assets are leached from the banking system. What is not clear is how the firm will approach the market once the current high demand for experience and expertise has run its course. The creation of a covered bonds practice group including some stars from the structured practice space - such as Stuart Goldstein - suggests that Cadwalader, Wickersham & Taft LLP will regroup effectively in the medium term.

Clients commend the high levels of expertise in the practice, and are generally satisfied with the service standards. However, some note that, ‘ Cadwalader, Wickersham & Taft LLP is a mixed bag and feels less like a law firm and more like individual attorneys working together in the same space’; and, ‘the firm does not feel as integrated as it could’.

The breadth of the practice is impressive. In a recent innovative transaction which leveraged on the strength in municipal bond work, a Cadwalader, Wickersham & Taft LLP team led by Lary Stromfeld and Terence Workman acted as counsel to Goldman Sachs on the Capital Beltway financing. The project, which will be funded by the largest private equity investment ever made in a green-field toll road, also involves the first allocation of highway private activity bonds as well as a deferred-interest federal transportation infrastructure loan and Virginia Department of Transportation funding.

CLIENTS: Cadwalader, Wickersham & Taft LLP’s clients include Banc of America Securities, Deutsche Bank, Wachovia, Calyon Corporate & Investment Bank, Goldman Sachs, ABN AMRO, Atticus Capital, AIG Financial Products, HSBC, Eton Park Capital Management and ISDA.

INDIVIDUALS: The recommended partners all work out of the New York office. Lary Stromfeld, who stands out as ‘the man who wrote the book’ on derivatives, has tremendous experience in difficult deals - he represented a lender in the $375m syndicated bridge loan to Louisiana Citizens Property Insurance as it struggled to pay post-Hurricane Katrina claims. Neil Weidner is ‘a good practitioner with tremendous experience in both the New York and London markets’. Ray Shirazi, a member of the ISDA North American committee on derivatives, ‘knows every detail, explains the problem clearly, and then solves it’. Richard Schetman has a very strong derivatives practice and plenty of experience in bankruptcy and workout positions.

Steven Cohen, who has particular expertise in distressed funds, divides his time between New York and Charlotte.

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s structured finance partners ‘are particularly well-rounded and can address many issues on-the-fly without resort to internal specialists’. Clients point to numerous standouts at the firm, from transactional lawyers to support experts in ERISA and tax, the only gripe being that the sheer weight of work handled by the practice can sometimes lead to sparse partner contact. The US team, which divides between New York and Washington DC, is the largest in the global group.

Although a major force in structured finance product development, Cleary Gottlieb Steen & Hamilton LLP was not heavily involved in the badly damaged asset-backed and sub-prime sectors. As a consequence, not only has the practice avoided laying-off associates, it has been recruiting mid-level lawyers to the Washington DC and New York offices. Workflow in the early part of 2009 mainly comprised restructuring deals with market-value triggers and the more complex deals where the presence of a monoline raised creditworthiness issues.

The practice has leveraged of its international reputation to build a useful niche in assistance to sovereign funds seeking to wind up positions and, although not a major lobbying firm, has been advising a number of key trade associations on regulatory developments and technical interpretation. Other established strengths within a truly expert practice include equity derivatives and netting transactions.

In a busy and exceptional year, Cleary Gottlieb Steen & Hamilton LLP handled a variety of instructions, including serving as counsel to a large consortium of major firms in connection with the establishment of the Green Exchange, an initiative to allow the trading of climate, environmental and energy derivatives. It also acted as issuer’s counsel to Barclays Global Investors in connection with the designer launch of an exchange-traded fund on Goldman Sachs’ GSCI Index.

CLIENTS: Cleary Gottlieb Steen & Hamilton LLP’s clients include Credit Suisse, Bank of America, Invesco, Morgan Stanley, JPMorgan Securities, Barclays, Deutsche Bank, New York Stock Exchange, ISDA, Goldman Sachs, Greenwich, JPMorgan Chase, Wachovia, Nomura, UBS, Citigroup, Merrill Lynch, Lehman Brothers, Babson Capital Management, Financial Security Assurance and Barclays Capital.

INDIVIDUALS: In New York, Edward Rosen is regular outside counsel on derivatives matters to the Securities Industry & Financial Markets Association and advises ISDA, and several leading stock exchanges, on regulation and legislation. In the same office, ‘professorial but business-like’ Michael Dayan has counseled several major financial institutions including Credit Suisse and Goldman Sachs on equity derivatives and share repurchase transactions. Also in New York, Raymond Check ‘manages very complex transactions as if they are standard’, and Andrea Podolsky is highly recommended.

In Washington DC, Robin Bergen is ‘very good at focusing attention on the important points and dealing with them’, Mitchell Dupler brings regulatory matters within his expert practice, and associate Scott Goodwin is ‘a workhorse who can manage complex, concurrent closings without being fazed’.

Clifford Chance

PRACTICE: Clifford Chance ‘has assembled an impressive team of experienced attorneys offering hands-on participation which gives a strong sense of confidence’ according to clients. Steven Kolyer heads a nine-partner practice that handles the comprehensive range of complex, high-value derivative and structured financial products. Clifford Chance ranks at the very top in expertise and attracts a steady stream of challenging instructions. The practice is well equipped to
meet the demands of the current credit-stressed market. Worldwide, the practice group is certainly one of the largest in any law firm and the US team is an essential component in this global offering.

In a challenging year, Kolyer led the team that advised Goldman Sachs in connection with the restructuring of the $7bn structured investment vehicle (SIV) in receivership formerly known as Cheyne Finance - the innovative restructuring included a newly issued structured security with unique features providing flexibility to a variety of holders. The practice also advised more than 20 clients in various aspects of closing out swaps, repos and other transactions with Lehman Brothers - the work involved collaboration between bankruptcy and derivatives practices.

Clifford Chance lawyers continue to assist ISDA and the Securities Industry and Financial Markets Association in the development and implementation of standard form master agreements.

CLIENTS: The practice’s clients include Ares Management, Calyon, Citibank, Dexia Credit, First Republic Investment Management, GM Pension and Affiliates, Guggenheim Aero Finance, Barclays Capital, MassMutual Financial Group, Morgan Stanley, Pearl Street Capital, Seix Advisors, Bank of New York, Malkin Group, UBS and HillMark Capital.

INDIVIDUALS: All the recommended partners practice from New York. Frederick Utley, a pioneer of structured finance, remains persistently innovative, and ‘is very pragmatic and gets the deal is done - especially in time-sensitive situations’. Steven Kolyer ‘is tireless and has the endurance to argue his position even as others are wearing down in extremely technical and complex discussion’. David Yeres is ‘one of the most accomplished lawyers in the field’, and David Felsenthal is ‘personable, knowledgeable and commercially savvy’. Jerry Marlatt is commended for his wide expertise and approachability.

Schulte Roth & Zabel LLP

PRACTICE: Schulte Roth & Zabel LLP has had a structured product and derivatives practice for over 20 years and established a sophisticated and talented five-partner team which ‘recognizes the close relationship from the economic, business and documentation standpoints between securitization transactions and derivatives’. Its clients include institutional purchasers and commercial banks and, latterly, Schulte Roth & Zabel LLP has built a very solid following among private equity and hedge fund managers. The US team works closely with the London office.

In recent noteworthy transactions, Paul Watterson led the team that assisted Koch Financial Products, a new credit derivatives company, in obtaining AAA counterparty ratings from Standard & Poor’s. Craig Stein has acted for several well-known private equity firms keen to capitalize on the credit market dislocations including Apollo Investment Management in a total return swaps (TRS) issuance program which ran to a maximum notional portfolio size in excess of $5bn.

In a complex structured deal, Philip Azzollini acted for a Delaware limited liability company that was established by a private investment fund to purchase a mortgage portfolio of over $1bn. As the seller had agreed to finance a portion of the purchase price for the mortgages the portfolio sale was routed through a trust. The trust, in turn, issued a senior note to the seller and a certificate to the buyer with recourse limited to contributed assets and proceeds divisible in accordance with a negotiated formula.

CLIENTS: Representations include ACA Capital Holdings, Bank of America Capital Management, Bank of New York, Barclays Global Investors, Bear Stearns Asset Management, Black Diamond Capital Management, Credit Suisse, Cross Atlantic Capital Partners, Exeter Capital Partners, Deerfield Capital Management, Lazard Asset Management, Lone Pine Capital, Man Investments, Rabobank International, Signal Equity Partners, Stark Investments and Wells Fargo Foothill.

INDIVIDUALS: Paul Watterson has ‘knowledge plus legal skills unparalleled in the industry’ himself an expert in derivatives and structured funds, has built an impressive group. Craig Stein ranks as a leader in credit default and total return swap transactions. Phillip Azzollini has tremendous legal expertise in financial engineering underpinned by his experience as a Certified Public Accountant. Joseph Suh, ‘a very good guy to have on the bench’ has a very strong following of hedge fund managers for his derivatives work and Adam Katz is well regarded. All partners mentioned are based in the New York office.

Sidley Austin LLP

PRACTICE: The volume side of Sidley Austin LLP’s structured finance practice has been hit by the collapse in new deals and the firm has downsized accordingly. That said, the core expertise at senior level is undiminished and Sidley retains a strong team, which carries a reputation for building relationships and long-term support from a loyal clientele.

Sidley Austin LLP’s US structured finance attorneys work within a larger global practice group of more than 200 lawyers practicing from a network of offices in Europe and Asia including the main financial centers of London, Frankfurt, Hong Kong, Shanghai and Tokyo. The broad practice covers securitization as well as more complex financial instruments and derivatives. Sidley Austin LLP is ‘pretty seamless on cross-border work - we had no communication issues’, and ranks among the handful of firms able to service the needs of the surviving banks likely to dominate the scene as the economic cycle returns to some sort of normality.

Representative recent deals include the successful negotiation and closing of an innovative reinsurance transaction between MBIA and Financial Guaranty Insurance Company to cover a portfolio of investment grade US public finance bonds with a total outstanding of approximately $166bn - the structure was commended as a template for future transactions by a leading regulator. The practice house also assisted several leading banks through series of structured note offerings and, in the case of Deutsche Bank, in the sale and senior financing of over $8bn of leveraged loan portfolios. In the credit derivatives and synthetic derivatives markets, it has generally acted as counsel to the underwriters.

Sidley Austin LLP is a market leader in covered bonds and represented the issuers, and was drafting counsel, on major programs for Washington Mutual Bank and Bank of America. Michael Durrer, head of the covered bond practice, although based in London, has contributed to numerous policy developments in the field and is a member of the drafting committee of the American Securitization Forum task force on covered bonds.

CLIENTS: Clients include Calyon, Deutsche Bank, JPMorgan, UBS, RBS Barclays Capital, Credit Suisse, MBIA Insurance, Countrywide Financial, Nomura, Petra Capital Management, IndyMac Bank and Washington Mutual Bank.

INDIVIDUALS: The Chicago office houses global practice co-chair Thomas Albrecht. Also in Chicago, Mark Greenberg has established a niche in insurance-related and other risk-transfer products and Teresa Wilton Harmon specializes in not-for-profit and regulated utility structured finance. In New York, Cathy Kaplan’s wide experience in complex cross-border work is now being utilized in restructuring and bankruptcy assignments.

Davis Polk & Wardwell

PRACTICE: Davis Polk & Wardwell ranks among the elite international law firms for capital markets work, and is better known for its equity derivatives expertise than structured finance capacity. Clients are impressed, rating the practice generally ‘right at the top for advice’.

As a result of a keynote appointment in March 2009, Davis Polk & Wardwell is advising the Federal Reserve Bank of New York and the US Treasury Department in connection with the restructuring of assistance to AIG. John Brandow, the New York-based head of the equity derivatives group is a member of the cross-practice team that is handling this extraordinarily complex instruction. Warren Motley and Brandow were also on the team that advised Morgan Stanley on its $5.75bn SEC-registered offering, which was guaranteed under the FDIC Temporary Liquidity Guarantee Program, in December 2008.

In a September 2008 cross-border instruction, Brandow and fellow partner Mark Mendez provided equity derivatives advice to Shanda Interactive Entertainment, one of China’s largest operators of online games, in connection with a convertible bond offering and concurrent accelerated share repurchase.

CLIENTS: Davis Polk & Wardwell has been instructed by ABN AMRO, AIG Financial Products, Banc of America Securities, BNP Paribas, Citigroup, Comcast, Credit Suisse Securities, Deutsche Bank, Freeport-McMoRan Copper & Gold, Goldman Sachs, JPMorgan Securities, Merrill Lynch, Morgan Stanley, Société Générale, Swiss Re, UBS and Wachovia.

INDIVIDUALS: All four recommended partners are based in New York. John Brandow and Warren Motley are ‘outstanding on all metrics’. James Rothwell is ‘very experienced in equity derivatives and related securities issues’, as well as being ‘excellent at drafting complex documentation’. Daniel Budofsky is also commended.

Freshfields Bruckhaus Deringer LLP

PRACTICE: Freshfields Bruckhaus Deringer LLP’s structured finance group ‘does not have the size and depth of its London office in New York but we have found the US team to be on a par with that of the major US law firms’. Integration with the 200-strong worldwide practice adds depth to the three-partner US team which ‘benefits from Freshfields Bruckhaus Deringer LLP ’s international network - the co-operation between New York and the other offices is always impeccable and smooth’.

Freshfields Bruckhaus Deringer LLP works the complex end of the practice area with commendations for the high-quality technical and tax advice proffered. The current focus of the practice’s work is in ‘planning for the new
world of lower leverage’, with a steady stream of instructions emerging from the market disruption. The practice notes that entrepreneurial merchant banking is moving away from the traditional institutions into hedge funds and private equity firms.

Recent instructions included advice to Morgan Stanley in connection with the provision of credit facilities to two new SIVs, which will purchase $2.5bn of debt facilities previously made available to Clear Channel Communications. Brian Rance, who handled the deal, is also assisting Chicago Fundamental Investment Partners in connection with a newly formed SPV which will invest in a $400m portfolio of syndicated bank loans with financing provided by Goldman Sachs through a credit default swap.

CLIENTS: Freshfields Bruckhaus Deringer LLP’s clients include Man Group, Citigroup, International Finance, Credit Suisse, Merrill Lynch, Citigroup, RBS Greenwich Capital, UBS and Calyon.

INDIVIDUALS: Brian Rance, with extensive experience in structured credit products, ‘has superior judgement and adds the most value in complex and risky situations’. Ellen Hayes, usually involved in highly complex and custom-made structures, is commended for her work in insolvency and enforceability of security provisions; she ‘has always impressed with her knowledge, hard work, attention to detail, responsiveness and professionalism’. Jerome Ranawake is nominated as ‘a notable talent’. All the named partners are based in New York.

Fried, Frank, Harris, Shriver & Jacobson LLP

PRACTICE: Fried, Frank, Harris, Shriver & Jacobson LLP’s comparatively small team is commended for ‘very high quality service, accessibility, responsiveness, relevance and meeting deadlines’. The structured finance department is known for its sophisticated work on complex instructions. Although clients have not been unscathed by the financial crisis, the practice remains busy with a mix of work such as the revisiting of documentation, restructuring, the rebalancing of risk profiles and, from hedge funds with cash, a good deal of interest in distressed assets.

Fried, Frank, Harris, Shriver & Jacobson LLP’s recent work in the derivatives field includes advice as regulatory counsel to a number of blue-chip investment banks and other underwriters in connection with the IPO of MF Global by parent Man Group. Fried, Frank, Harris, Shriver & Jacobson LLP also advised Thomson and its subsidiaries through the agreement to sell interests in the TradeWeb electronic trading platform to a joint venture formed by nine leading global dealers including Goldman Sachs, Merrill Lynch and JPMorgan.

CLIENTS: Fried, Frank, Harris, Shriver & Jacobson LLP has a broad client base which includes Morgan Stanley, Citadel Investment Group, Goldman Sachs, Tudor Investment, UBS and Citibank.

INDIVIDUALS: In New York, widely-commended David Mitchell ‘always gives you the complete picture - he’s creative, knowledgeable and able to come up with solutions to unique and complex problems’. Jessica Forbes is very strong on credit regulation and has attracted a following of hedge funds, private equity firms and broker-dealers; she is ‘highly competent, and someone to have on side in a challenging situation’. Walid Khuri, in the Washington DC office, concentrates his practice on fund-related work and has considerable expertise in alternative investment products.

Mayer Brown

PRACTICE: Mayer Brown’s ‘business-savvy’ US structured finance practice is represented in Chicago, Charlotte, New York and Washington DC. Worldwide, the firm fields some 120 securitization, structured finance and derivatives lawyers with an approach built on partner involvement rather than associate leverage. The practice is known for its ability to work across disciplines, frequently taking detail roles in complex transactions. As in other firms, although the flow of new deals with a structured finance element has slowed, restructuring and insolvency work has increased to take up spare capacity. Also, Mayer Brown’s broad financial client base has changed to some extent with a decline in leveraged buyout instructions but this has been replaced by due diligence work in asset management sector M&A, which frequently involves derivative and credit default swap positions.

Mayer Brown offers a comprehensive skill set in established product areas and has also built expertise in the growth sectors of environmental and carbon derivatives.

Among recent instructions, the practice represented the manager of a large Bear Stearns derivatives subsidiary to analyze and restructure some significant positions when the investment bank faced potential liquidation. Mayer Brown has also been handling some complex monoline insurance instructions, not only advising on negatives credit default swap positions but also assisting new market entrants to exploit opportunities as monolines leave the structured finance space.

CLIENTS: Mayer Brown’s clients include Carlyle, Goldman Sachs, Gulf Stream Asset Management, Fortis, Wachovia Bank of America, Merrill Lynch, Citibank, Bank of America, GE Commercial Finance, SocGen, Lyon Capital Management, Nomura, Paramax Capital Group and NattyMac.

INDIVIDUALS: In New York, Joel Telpner is particularly expert in complex derivative and structured products linked to private investment funds and Scott Pierpont is experienced in distressed asset reworking, particularly where there is an international dimension. In Chicago, Paul Forrester ‘is always looking for solutions, and generally finds them’ and Jon van Gorp has led teams in numerous innovative financings.

Orrick, Herrington & Sutcliffe LLP

PRACTICE: Orrick, Herrington & Sutcliffe LLP has a significant presence in the finance sector with a solid reputation in structured finance and derivatives which spans the global group. The firm is well known for strength in several key sectors including municipal bond-linked work, collateralized debt obligations (CDOs), synthetics and hybrids. Orrick, Herrington & Sutcliffe LLP is also well connected with the East Asian market through its Tokyo office.

In a significant but confidential deal towards the end of 2008 James Croke and Peter Manbeck were members of a multidisciplinary team instructed on aspects of the restructuring of a $1.4bn structured loan facility which was partially hedged by the purchase of a credit default swap from the client. The same duo led when the practice represented Ceres Capital Partners in connection with SIV Victoria Finance, which required refinancing in adverse market conditions - the innovative structure allowed Victoria to retire over $1.8bn of senior debt without selling assets.

CLIENTS: Orrick, Herrington & Sutcliffe LLP’s clients include Bank of America, Bayerische Vereinsbank, Cendant, CIBC, Citigroup, Conseco Finance, Credit Lyonnais, First Albany, GMAC, Greenwich Capital Markets, Highland Capital, JPMorgan Chase, Merrill Lynch, MetLife Capital, Morgan Stanley, Nissan, Prudential Mortgage Capital Funding, Royal Bank of Canada, Sumitomo Bank and Wachovia.

INDIVIDUALS: The practice is based in New York. Al Sawyers has a broad derivatives practice with a municipal securities bias and brings ‘tremendous understanding of multiple facets which helps streamline the result the client is looking for’. William Haft has wide experience of cross-border work and ‘offers similar strengths to Sawyers’. Joshua Raff is ‘extraordinarily knowledgeable’ and James Croke ‘clever, extremely hard-working and a pleasure to work with’.

Shearman & Sterling LLP

PRACTICE: Shearman & Sterling LLP’s inclusion of the structured finance practice within a wider investment management group ‘is helpful - it brings a holistic approach to representation which is appreciated’. The firm claims one of the largest finance practices in New York and the structured finance attorneys cover all asset classes. With a client base split equally between financial institutions and hedge funds, Shearman & Sterling LLP knows what drives both sides and has established a reputation for growing with clients. The group is noted for keeping pace with market developments and has moved into products involving alternative energy, carbon credits and is developing convertible bond products. Insurance-related derivatives are also taking more partner time.

Ongoing assignments include advising LiquidityHub on the US regulatory aspects of the proposed business plans to provide an electronic trading distribution channel for interest rate swaps and government securities. A consortium of 12 major banks - including Bank of America, Deutsche Bank and Goldman Sachs - owns LiquidityHub. The practice also represented Barrick Gold in connection with the issue of $1bn of copper-linked notes to provide a hedge for some 30% of expected copper production over a three-year period.

On the equity derivatives side, which remains fairly busy, Shearman & Sterling LLP has represented investment banks in the structuring and execution of convertible notes hedging transactions issued by such blue-chip corporate powers General Cable and Tektronix.

CLIENTS: Shearman & Sterling LLP acts for Merrill Lynch, RBS Greenwich Capital, Dune Capital Management, Citigroup, Bank of America, Wells Fargo, Citibank, Credit Suisse, Morgan Stanley, Wachovia, CIT Group, Royal Bank of Canada and UBS.

INDIVIDUALS: New York-housed Donna Parisi, who has extensive experience in new product development, ‘has set up an outstanding group - she keeps a strong hands-on approach and delegates appropriately’. Also in New York and with a large practice in over-the-counter derivatives, Azam Aziz ‘is in tune with market practice and condition, extremely responsive and willing to deal with questions of all
types promptly’, and Geoffrey Goldman ‘is extremely talented in complex derivatives transactions’.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: As Skadden, Arps, Slate, Meagher & Flom LLP faces a tumultuous market the breadth of the firm’s resources and the long-term strategy of the finance group has left it comparatively well placed. The firm offers ‘a very deep team of experienced partners, all with 20+ years of experience of structured products, and high value deals’, according to clients and ‘all Skadden, Arps, Slate, Meagher & Flom LLP partners are work-horses who will carry on all night when needed, which is often’. Even mild criticism confirms the practice’s quality, ‘we use Skadden, Arps, Slate, Meagher & Flom LLP for all our complex work but they would be a high cost option for routine stuff’. The concentration on quality work has helped the practice avoid the dramatic impact of the downturn on staffing that has affected high-volume firms.

New York partner John Osborn represented Banc of America Securities as lead underwriter in a $1bn offering of 3.625% convertible senior debentures due 2026 by Vornado Realty Trust, a real estate investment trust. James Stringfellow represented a fund and investment manager, Highland Capital Management, on the launch of an opportunities fund, as well as advising the company on cash-flow CDOs and market value CDOs.

CLIENTS: Clients include Amerigroup, Citigroup Global Markets, Goldman Sachs, HealthSouth , JPMorgan Securities, Morgan Stanley, Morgan Laboratories, National Financial Partners, NRG Energy, Kinetic Concepts, Sun Microsystems, VeriSign, Yahoo!, and Wyndham Worldwide .

INDIVIDUALS: Clients note that each of the senior Skadden, Arps, Slate, Meagher & Flom LLP partners, all based in New York, is ‘excellent’. John Osborn, who heads the derivatives group, brings experience in distressed asset situations to his wide OTC and capital markets practice and Yossi Vebman also has a wide reach. Susan Curtis is ‘determined and well organised’ and James Stringfellow highly rated for structured finance. Paula Greenman and Michael Hoffman are also recommended.

Sullivan & Cromwell LLP

PRACTICE: Sullivan & Cromwell LLP’s futures and derivatives group, which carries weight in policy development, is already experiencing an increase in regulatory instructions. The practice group maintains good contacts in Congress and has considerable expertise in regulatory matters, which is being used to good effect as clearing-houses come under closer scrutiny.

Best known for new product development, the practice recently represented the initial purchasers in two offerings of innovative hybrid securities by MetLife - the structuring ensured that the $1.4bn raised did not constitute borrowings for the purposes of the coverage tests applied by rating agencies for insurance holding companies.

The firm is also picking up some of the major workouts and restructurings, which are keeping lawyers busy. In a key appointment Sullivan & Cromwell LLP advised Barclays in its acquisition of Lehman Brothers North American investment banking and capital markets operation including a futures business and some derivatives businesses.

CLIENTS: The practice acts for Goldman Sachs, Barclays Capital, Wachovia Bank, JPMorgan, Merrill Lynch, KKR, Lightyear Capital, Carlyle Group, Swisscom, Prudential Investments, Citigroup Asset Management, J&W Seligman, Brown Brothers Harriman and The Bank of New York.

INDIVIDUALS: Sullivan & Cromwell LLP’s derivatives heavyweights are the highly respected Kenneth Raisler and David Gilberg, who is an expert on electronic trading issues and regulation. In structured finance, Mark Welshimer is a veteran of many first-time transactions and Rebecca Simmons is also a pioneer of complex new products with a reputation for cutting through problems. Andrew Dietderich bridges the structured finance and bankruptcy groups and has considerable experience of complex and challenging debt workouts. All partners mentioned are based in New York.

Allen & Overy LLP

PRACTICE: Allen & Overy LLP’s global structured finance and derivatives resources underpin the US practice which has leveraged this impressive capacity in cross-border work to develop strong relationships with leading banks and broker-dealers despite the fairly small group on offer. However, the practice suffered a surprising setback in March 2009, when senior partner Daniel Cunningham - who played a huge part in building Allen & Overy LLP’s derivatives practice - departed to Quinn Emanuel Urquhart Oliver & Hedges, LLP.

Clients comment ‘ Allen & Overy LLP are absolutely up to speed in the market’ and ‘the New York office houses some pretty smart individuals’. In a recent assignment, lawyers from the New York office advised a working group of leading credit derivatives dealers in developing a new form of credit default swap which allows market participants to hedge their credit exposure to counterparties in derivatives transactions.

In an 18-month instruction, which closed in February 2009, John Williams led the team involved in the largest structured credit restructuring to date. Allen & Overy LLP acted alongside Canadian firm Stikeman Elliott LLP to represent seven international asset providers including Deutsche Bank, HSBC and Swiss Re, and successfully assisted in the restructuring of C$32bn of third-party structured asset-backed paper, which had effectively been frozen in August 2007 as a result of general market illiquidity.

CLIENTS: Clients include UBS, Merrill Lynch, Lehman Brothers, Credit Suisse, JPMorgan Chase, HSBC Securities, Barclays Capital and Morgan Stanley.

INDIVIDUALS: David Wainer, who heads the New York practice, brings particular expertise in the Japanese and Latin American markets. Also in New York, Josh Cohn is a regulatory guru in derivatives and John Williams, who has been drafting counsel to ISDA on each of the credit default swap protocols issued since 2005, is increasingly regarded as a heavyweight in the practice sector.

Latham & Watkins LLP

PRACTICE: Latham & Watkins LLP fields a combined securitization and structured finance practice dispersed through the New York, Chicago, Los Angeles and San Francisco offices. The US practice lawyers in Latham & Watkins LLP’s overseas offices including, London, Frankfurt, Paris, Dubai, Hong Kong, Tokyo and Shanghai. The practice also works closely with other US groups in transactional departments, restructuring and bankruptcy. Increasing demand from insurers has prompted development of the firm’s expertise in credit default swaps and monolines.

Latham & Watkins LLP expanded its derivatives capacity through 2008, appointing two partners from Davis Polk & Wardwell - Witold Balaban in June and Rafal Gawlowski in September; both specialize in equity derivatives.

Recent representative instructions include advice to the issuers China Sunergy and Trina Solar, and the underwriters, Morgan Stanley and UBS, in equity derivatives transactions connected with convertible bond offerings, and advice to PIMCO as collateral manager in negotiating credit default swaps within a multimillion-dollar, multiple-currency synthetic CLO.

CLIENTS: Clients include Deutsche Bank, JPMorgan, UBS, Merrill Lynch, Morgan Stanley, AIG Global Investment, Ameriprise Financial, ICE Canyon LLC and UBS Investment Bank.

INDIVIDUALS: Carlos Alvarez and Guy Dempsey, both based in New York, co-head the practice group and are each commended for their wide knowledge and experience. Also in New York, Loren Finegold is ‘exceptional and highly valued’. Los Angeles partner Vicki Marmorstein, a former global chair of finance, has vast experience of complex derivatives and structuring and is a key member of the distressed credit markets advisory group.

Linklaters

PRACTICE: Linklaters’s structured finance and derivatives practice resides firmly at the premium end of the market. The firm invests heavily in training and lawyer retention and has created a highly effective four-partner team ‘which responds promptly with accurate, practical advice’. Linklaters looks well placed for the recession, adequately staffed at both senior and associate levels and capable of handling the rising flow of non-performing and under-performing SIVs, CDOs and monolines which require restructuring and workouts.

Examples of recent complex and cutting-edge instructions include advice to a major investment bank in connection with the establishment of a joint venture for the purchase of CO2 offsets. The World Bank instructed Linklaters to advise on US regulatory aspects of its potential role as Interim Trustee of the Adaptation Fund established under the Kyoto Climate Change Protocol to finance projects and programs.

Linklaters’ clients note that ‘the global reach of the firm gives a significant advantage in the derivatives area’.

CLIENTS: Linklaters acts for SocGen, WestLB, Merrill Lynch, Citibank, Deutsche Bank, RBS Greenwich, BNP Paribas and TCW Asset Management.

INDIVIDUALS: A trio of New York partners is consistently recommended. Gary Barnett boasts vast experience across the practice area, including a good deal of challenging work with distressed assets; he has advised the American Securitisation Forum on the management of CDOs. Adam Glass is an expert on the securities law aspects of derivatives and synthetic products and has recently been a leader in the debate about the regulatory status of credit default swaps. Stan Renas is expert in structured commodity products such as bullion and carbon credits, which almost invariably carry multi-jurisdictional considerations.

Morrison & Foerster

PRACTICE: Morrison & Foerster’s partners are ‘client-sensitive, commercially practical and very service-oriented’. The fairly small New York-centered practice, which has now established a London presence, is commended for ‘covering a fair segment of the spectrum from the prosaic drafting of a compliance manual to the highly complex structuring of equity derivatives’.

Morrison & Foerster has rapidly established a reputation for innovative work and regularly garners industry accolades. The practice is strong in equity derivatives, accelerated share repurchase programs and insurance-based products.

Attorneys recently assisted broker-dealer Incapital with the design of a ground-breaking retail investment bond fund (Basics) designed to replicate an exchange-traded fund using a Delaware-registered investment trust as a wrapper - a structure which considerably reduced fund expenses.

CLIENTS: Morrison & Foerster acts for Wells Fargo Foothill, Advanta, Bank of Tokyo-Mitsubishi, First Citizens Bank, Humboldt Bancorp, Merrill Lynch, Maxtor, MBNA, Providian Financial, Bank of America, John Hancock, IXIS Financial and Standard Chartered Bank.

INDIVIDUALS: Clients note that ‘the quality of service sets the attorneys apart’. Anna Pinedo ‘is always responsive and provides thoughtful, crisp advice’ and David Kaufman is ‘always on top of the specific types of deals we do and the personalities involved’. Thomas Humphreys is ‘clearly one of a handful of the leading attorneys in the structured products area’. Shamir Merali ‘is a great resource for tax questions’ in the practice. All the partners mentioned are based in New York.

Weil, Gotshal & Manges LLP

PRACTICE: The Weil, Gotshal & Manges LLP attorneys are commended for ‘making the complex appear routine - they jumped into action and completed a complex transaction quickly - without too many timekeepers on the bill’. The firm’s strong restructuring and securities litigation practices allowed the strengths of the derivatives and structured products group to be leveraged as the problems of the rapid decline in available credit demanded prompt and practical action. Weil, Gotshal & Manges LLP’s March 2009 appointment to assist AIG in its global restructuring and divestiture program, which follows a period of advising the insurer through the write-down of complex, hard-to-value CDOs and asset-backed securities, is witness to the practice’s capacity for the most challenging instructions.

In a similarly difficult matter several members of the structured finance practice have joined the interdisciplinary team advising Lehman Brothers in its unprecedented bankruptcy - the instruction includes analysis of all Lehman Brothers’ exposure to securitization and structured products and the orderly settlement of its credit derivative portfolio.

High-profile involvement in the major financial restructurings of the moment should not detract from Weil, Gotshal & Manges LLP’s capacity for new deal instructions which range from offshore structuring for the major investment banks to the development of managed synthetic CLOs.

CLIENTS: Weil, Gotshal & Manges LLP’s clients include Lehman Brothers, Barclays Capital, Cohen & Co, Stone Tower Capital, Merrill Lynch, Morgan Stanley, RAIT Financial Trust, Wachovia Securities and Syncora Holdings.

INDIVIDUALS: The US practice team is based in New York. Frank Nocco stands out as an innovator in the field and an exemplary team builder. Conrad Bahlke ‘conveys a sense of ease in the technical areas and is able to boil complexity down to simple terms for clients’. Howard Dicker is ‘a walking talking securities law handbook - a great resource’, and Robert Chiperfield ‘a huge presence’ in both conventional and synthetic credit derivatives. Jason Smith has considerable experience of distressed asset positions and has represented both sponsors and potential purchasers. He is described as ‘phenomenal’.

White & Case LLP

PRACTICE: White & Case LLP expanded its derivatives practice during 2008 by hiring former Hunton & Williams partner Ian Cuillerier as a lateral. The structured products group now numbers four partners and nine associates, and ‘provides a superb quality of service’ and ‘timely work, completed with care and thoroughness’. Clients comment on the practice’s capacity for sophisticated, multi-jurisdictional transactions, which is assisted by strong links with London, where New York partner Richard Reilly was based for several years.

In August 2008, practice members from New York and London combined to advise alternative investment manager Indicus Advisors on the sale of a 50% interest in the business to European private equity house Cinven.

White & Case LLP’s expertise at the top end of the CLO/CDO market is exemplified by numerous recent deals including representation, as deal counsel, for Goldman Sachs as arranger of a €1.5b CLO for Carlyle using post credit-crunch techniques. The practice also acted for Morgan Stanley as placement agent and arranger for the $731m securities issuance by the Camulos Loan Vehicles - one of the few CDO/CLO transactions to close in 2008.

CLIENTS: White & Case LLP’s clients include JPMorgan, Morgan Stanley, Halyard Securities, Avis Budget Group, Deutsche Bank, Credit Suisse, Ore Hill Partners, Goldman Sachs,
Hess Corporation and Symphony Asset Management.

INDIVIDUALS: White & Case LLP’s Richard Reilly who acted in the Indicus transaction mentioned, has a large cross-border practice. David Thatch ‘adds value with his ability to figure out new and very complicated projects’ and John Donovan is ‘a unique lawyer and a trusted advisor who finds solutions while maintaining the integrity of the legal issues’. All members of the US practice are based in New York.

Baker & McKenzie

PRACTICE: Baker & McKenzie’s Richard Rudder heads the New York centered US group which incorporates both securitization and structured finance practices. The seven-partner team works across asset classes and handles a good deal of multi-jurisdictional matters. Mark Horwitz has established a small derivatives team in Chicago which receives some interesting instructions including a $500m transaction for Blue Source based around a series of emission options documented under an ISDA master agreement. The practice also has experience of IP and complex insurance derivatives, and advised Google in connection with its hedge program.

CLIENTS: Baker & McKenzie’s clients include Credit Suisse Securities, CWCapital
Investments, BNP Paribas, MRU Holdings, Merrill Lynch, WestLB, Finansbank and Hewlett-Packard.

INDIVIDUALS: Chicago based Marc Horwitz ‘is a good team player’ with a derivatives-focused practice that extends to swaps and structured finance.

Fulbright & Jaworski LLP

PRACTICE: Fulbright & Jaworski LLP’s eight-partner structured finance and derivatives practice divides between New York and offices in Texas. The practice shares the firm’s strengths in public finance and energy. Clients appreciate the very high level of partner contact and commitment as well as the breadth of business experience on offer.

In recent representative instructions, the practice advised Merrill Lynch in connection with a highly complex bond structure utilizing derivatives and other products to finance military housing at the Andrews and MacDill Air Force Bases. It also acted for a major insurer on a range of credit default swaps and other guarantee transactions.

CLIENTS: The practice acts for clients such as UBS Securities, Merrill Lynch and Pershing Square Capital Management.

INDIVIDUALS: Stanford Ladner in New York is highly recommended for his work in public finance work. In Houston, Fredric Webber combines a public finance and energy practice and has wide experience of complex structuring.

Greenberg Traurig LLP

PRACTICE: The solid structured finance practice links closely to the firm’s expertise in industry-linked securitization, such as auto receivables and cash-producing assets not correlating to the stock market, including IP loans and cell tower leases. One of the group’s key niches is non-commodity assets such as life settlements - Lisa Sloan has dealt with a number of offshore fund structures for investment in life settlements and premium finance loans.

On the derivatives side, Greenberg Traurig LLP has advised across a broad range including financial, credit, equity and energy-linked instructions. It continues to staff a multidisciplinary crisis group to which the structured finance team participates fully.

CLIENTS: Clients include WestLB, Descap Securities, Raymond James & Associates, Ryder Receivable Funding, Access America Financial and Bank of Montréal.

INDIVIDUALS: New York-based Mark Michigan has wide experience in sophisticated products including option rate securities, future flow transactions and sovereign debt issues. In Philadelphia, Lisa Sloan expertly works on structures involving non-commodity assets from tax liens to utility receivables.

Jones Day

PRACTICE: The six-partner structured product and derivatives practice, with members in New York, Washington DC and Dallas, includes two experienced tax attorneys. The practice has wide experience and works closely with the private equity, capital markets and bankruptcy groups.

Recent instructions include several credit default swap restructurings, including one very complex cross-border contract for one of the major, troubled, investment banks. In another confidential deal for a similar institution, over 150 credit default swaps were reviewed for restructuring and risk appraisal.

CLIENTS: Jones Day’s clients include Ambac Assurance, Bank of America, Commonwealth Bank of Australia, Morgan Stanley, State Street Bank and USG.

INDIVIDUALS: Mark Sisitsky brings extensive experience of structured finance and derivatives securities within his wider role as head of the New York banking and finance practice.

McDermott Will & Emery LLP

PRACTICE: McDermott Will & Emery LLP’s US structured products and derivatives group is co-headed by Andrea Kramer in Chicago and Thomas McGavin in New York. With 34 partners worldwide, the practice has
considerable expertise in multi-jurisdictional instructions and a reputation for complex tax planning. A long-term client commends McDermott Will & Emery LLP for
‘outstanding expertise in financial derivatives, excellent service across the range from complex to routine’.

Recent confidential instructions include working with a major hedge fund manager on tax issues faced by foreign entities relying on trading safe harbors to remain exempt from US taxation on derivatives transactions. Attorneys have been closely involved with advising a major corporation on the complex structuring and tax consequences of a variable prepaid forward contract for the sale of stock investments - the instruction was further complicated by the SEC prohibition of short sales of financial stocks in September 2008.

CLIENTS: McDermott Will & Emery LLP’s clients include Metropolitan Life, Goldman Sachs, Prudential and JPMorgan and several leading private equity and hedge fund managers.

INDIVIDUALS: Andrea Kramer ‘is detailed and thorough in her legal analysis and advice and shares the client’s urgency’. Charles Levin is commended for his strong support and advice in complex derivatives transactions. Both partners are based in Chicago.

Morgan Lewis

PRACTICE: Morgan Lewis has a well-rounded structured finance practice, which spans all asset classes, including currency and equity derivatives. With 16 attorneys worldwide, the group is a small one that has nonetheless attracted a wide range of clients including financial institutions, investment managers, corporates, mutuals and pension funds. Morgan Lewis has a useful niche in the insurance side of derivatives and has advised reinsurers and monolines on risk assessment and workouts.

Recent noteworthy instructions include advising Clorox through its $750m accelerated stock repurchase program and assisting a major hedge fund manager in the capital-raising exercise for over $300m through structured derivatives. Morgan Lewis has also advised numerous clients in respect of derivatives insolvency issues following the Lehman Brothers collapse.

CLIENTS: Morgan Lewis clients include GMAC Mortgage, Fairfield Greenwich Group, Guggenheim Partners, PPM America, Citibank, Morgan Stanley, TD Securities and Rohm & Haas.

INDIVIDUALS: Working out of Chicago and Minneapolis, Douglas Rutherford ‘has a very impressive knowledge of the law and market practices’. Michael Macaluso is also highly commended for his cross-border practice, which sees him divide time between Frankfurt, Germany, and several US offices. New York-based Thomas D’Ambrosio has considerable expertise in complex derivatives, including instructions where the owner of the security is insolvent.

Reed Smith LLP

PRACTICE: Reed Smith LLP lauched a multi-disciplinary, firm-wide derivatives and structured products group in July 2008, as part of the larger Financial Industry Group, with the intention of addressing the complex reworkings and restructurings caused by the stressed credit markets. The emphasis of the practice is firmly on disputes and complex troubled structures, and derivatives, ranging from credit default swaps to the special issues affecting monoline insurance companies.

Reed Smith LLP represented a major European commercial bank as protection buyer in a $600m CBS collateral valuation dispute with the protection seller and several of the senior creditors in the restructurings of Cheyne, KKR Atlantic and Pacific, Axon and Thornburg.

CLIENTS: Reed Smith LLP acts for a number of leading financial services companies including Bank of New York Mellon, Bank of America, CIT Group, Federated Investors, Wells Fargo, JPMorgan Chase, GMAC, Merrill Lynch and Barclays.

INDIVIDUALS: Reed Smith LLP’s key partners, with wide experience of insolvency in the structured and derivatives space, include Andrea Pincus and Andrew Rahl in the New York office. The US group works closely with teams based in Europe, Middle East and Asia.

Winston & Strawn LLP

PRACTICE: ‘Highly professional, ethical and pleasant to deal with’, Winston & Strawn LLP’s derivatives and structured products lawyers are mostly housed in New York and Chicago with representation in San Francisco, Charlotte and London. The firm is commended by clients not only for the impressive team in the practice group, but also for the tax expertise that can be brought into complex transactions.

In recent representative instructions, Michael O’Brien and John Schloerb led a team which assisted a large New York-based hedge fund manager, as adviser, in a structured finance option over a basket of over $1bn in actual and synthetic positions in equities. The practice subsequently represented a large US-based investment bank in two $4bn-plus structured transactions with European banks.

CLIENTS: Winston & Strawn LLP’s clients include Bank of Montréal, TD Bank Financial group, Lehman Brothers, Wells Fargo Bank, Morgan Stanley, Renaissance Technologies and Assured Guaranty.

INDIVIDUALS: Chicago-based Michael O’Brien is an accomplished derivatives lawyer who ‘has the ability to keep track of the moving parts and how a change in one aspect of the transaction affects others’.