The Legal 500

Gibson, Dunn & Crutcher LLP

PRACTICE: From origins in California, Gibson, Dunn & Crutcher LLP has developed an international M&A offering that clients describe as ‘distinguished, experienced and knowledgeable’. The firm possesses a broad practice, with 75 partners spanning private equity and strategic M&A deals across jurisdictions and industries. Gibson, Dunn & Crutcher LLP is certainly a contender for the mega-deals category, with representations this year including that of Vivendi in its $18.9bn merger of Vivendi Games with Activision. However, the firm does not yet have the reputation for institutional excellence and market profile on the East Coast that typifies the mega-deals firms - it is currently seen as more involved in international deals sourced from the West Coast.

M&A highlights of the past year include representing Russian steel pipe producer OAO TMK in the $1.7bn acquisition of IPSCO Tubulars and 51% of NS Group from Evraz Group in conjunction with Evraz’s purchase of the North American tubular steel operations of IPSCO
from SSAB in a back-to-back transaction. In a deal highlighting the firm’s Middle Eastern prowess, Gibson, Dunn & Crutcher LLP advised Kuwait Investment Authority in a $18.5bn investment in Citi as part of an investor group. Another significant representation was of CSK Auto in its $1 billion sale to O’Reilly Automotive.

The firm continues to be active in mega-deals on behalf of financial advisors such as HSBC, UBS Investment Bank, Lazard Freres and Goldman Sachs.

CLIENTS: The firm’s diverse M&A client roster includes the Kuwaiti Investment Authority, Vivendi, OAO TMK, Alliant Techsystems, SES Global, Russian Machines, Intel, Nortel Networks, Northrop Grumman, and Siemens.

INDIVIDUALS: Practice co-heads Jonathan Layne and Dennis Friedman, who practice out of Century City and New York respectively, are recommended as ‘strong M&A lawyers’. Karen Bertero in Los Angeles is praised as ‘practical, smart and responsive’.

Hogan & Hartson LLP

PRACTICE: Hogan & Hartson LLP positions itself at the intersection between government and business, with strength in regulatory areas leveraging effectively into M&A work. The firm is increasingly international in scope, but in the US has industry specialisms in life sciences and healthcare, pharmaceuticals, REITS, aerospace and defence, and media, technology and communications. Clients say that ‘the quality of the work is impressive on several levels. It is prompt, thorough, and value-additive. The lawyers...make clear the scope of the requested services upfront, are prompt with their responses, and they follow through to be certain there are no questions which linger’.

The firm has bolstered its New York M&A presence with the 2008 hire of Waajid Siddiqi from Weil, Gotshal & Manges LLP.

In 2008, the practice represented MGI PHARMA in its $3.9bn acquisition by Jaguar Acquisition Corporation, a subsidiary of Esai. Another highlight was acting for Tata Chemicals in its $1bn acquisition of General Chemicals Industrial Products, Tata Group’s largest US acquisition to date. Additionally, Hogan & Hartson LLP acted for News Corporation and Fox Television Stations in the $1.1bn sale of eight Fox television stations to Oak Hill Capital Partners. In the defense sector, the team represented European Aeronautic Defense and Space Company (EADS) in its $350m acquisition of California-based emergency response supplier PlantCML

CLIENTS: The firm’s M&A clients include MySpace, Ford Motor Company, Tata Chemicals, MGI PHARMA, United Healthcare, News Corporation, and EADS.

INDIVIDUALS: Described by clients as ‘a rising star in the Washington DC M&A and securities practice’, Joseph Gilligan is ‘one of the best young partners you could work with’. Also in Washington, DC, Robert Waldman is ‘a highly respected lawyer with many years of experience in corporate work especially handling health care companies’. Practice-head Richard Horan in Northern Virginia is recommended by clients ‘for his always current knowledge of the transactional landscape (including financing matters)’.

Jones Day

PRACTICE: Providing ‘extremely competent, very timely work at very reasonable rates’ and ‘an extraordinarily good level of service’, Jones Day’s ‘strong global M&A practice’ remains a compelling offering to clients worldwide. The practice continues to dominate the upper-middle-market, but doubts as to its mega-deal capacity are belied by representations such as that of Cleveland-Cliffs in its announced $10bn definitive merger with Alpha Natural Resources. The firm’s expertise spans industries as well as deal-sizes, and is strong across the US. One client enthuses that ‘ Jones Day is simply the best. I love them, my staff loves them, and perhaps most importantly, my board of directors and senior management love them’.

Jones Day’s commitment to expanding its M&A practice is demonstrated by recent hires of Jonn Beeson from Latham & Watkins LLP and S. Wade Angus, formerly head of the Latin America Practice at Weil, Gotshal & Manges LLP, who join the firm’s New York office.

In 2008, the practice represented Hunt Petroleum Group in its $4.2bn sale to XTO energy. Additionally, the firm advised Procter & Gamble on its $3.3bn Reverse Morris Trust merger of Folgers coffee business with The J.M. Smucker Company. Another highlight was advising H&R Block in the $1.1bn sale of Option One Mortgage Corp.

CLIENTS: Clients of the firm include Hunt Petroleum Corporation, Procter & Gamble, ABB Group, W.L. Ross, R.H. Donnelly, Hachette Livre, H&R Block, Cleveland-Cliffs, Diebold, and Parker-Hannifin Corporation.

INDIVIDUALS: New York-based John Hyland is widely praised for his ‘tremendous experience in multiple industries and settings. He’s easy to work with and unflappable’. Also in New York, practice head Robert Profusek is considered to be ‘a real dealmaker’. In Cleveland, Lyle Ganske is singled out as ‘incredibly successful...a very trusted advisor. He is exceptional at keeping the client informed of the status and events occurring in the matters being handled’.

Kirkland & Ellis LLP

PRACTICE: Kirkland & Ellis LLP has ‘simply outstanding’ M&A capacity across the strata of transaction sizes. It is consequently quite hard to place the firm’s transactional niche - the firm seems equally at ease representing Clearwire Corporation in its $14.5bn joint venture with Sprint Nextel as advising on middle-market deals. However, the firm is not quite first to mind for mega-deals, rather dominating the large deals and middle-market arenas. Private equity plays a huge part in the firm’s M&A success, but the lawyers’ experience on a high volume of deals is attractive to companies looking for representation on strategic transactions also. The firm is considered ‘particularly experienced with respect to hostile bids’, and in 2008 advised NRG Energy in a $6.2 billion hostile bid initiated by Exelon.

Clients say that ‘the service is outstanding. Kirkland & Ellis LLP has an impressive ability to mobilize resources quickly to tackle issues, and to quickly assess a problem and propose actionable solutions. They speed with which they work is almost incredible’.

The practice represented Molson Coors Brewing Company in its joint venture with SABMiller to form MillerCoors, with a combined value of approximately $10bn. Another highlight was the firm’s representation of Constellation Energy Group in its $4.7bn sale to MidAmerican Energy Holdings. Additionally, Kirkland & Ellis LLP advised ConAgra Foods in its agreement to sell its commodity trading and merchandising business to the Ospraie Special Opportunities Fund and other investors for $2.1bn. Another M&A highlight was representing Norcross Safety Products in its sale to Honeywell International for $1.3bn.

CLIENTS: The firm’s M&A clients include General Motors, Constellation Energy, Molson Coors Brewing Company, NRG Energy, ConAgra, Norcross Safety Products, and Tyco International.

INDIVIDUALS: New York-based Stephen Fraidin garners accolades as ‘the real deal’ - ‘a good combination of gravitas and experience to deal with bankers, board and internal teams’. George Stamas divides his time between Washington, DC and New York. Clients praise his ‘impressive intelligence and capacity for intense work’. Another Washington, DC partner, Mark Director, is singled out as ‘an excellent M&A lawyer’. Gerald Nowak in Chicago is commended as ‘very experienced and client oriented - he manages his core team effectively and is very good at what he does, as well as being practical and responsive’. Richard Porter is considered to be ‘top quality - a great team player with attention to detail’.

Sidley Austin LLP

PRACTICE: According to clients, Sidley Austin LLP’s M&A lawyers are ‘incredibly responsive and hard-working, and consistently deliver very high quality work’. The firm’s strategic M&A practice is concentrated in the New York and Chicago offices, and sees deals across a diverse array of industries, though the firm is considered to possess ‘extensive experience in insurance transactions’. Energy is another specialty - the practice represented Exelon in its $6.2bn hostile bid for wholesale power generator NRG in a deal to create America’s largest power company.

Clients appreciate the firm’s ability to ‘provide a lot of experienced advice at a reasonable cost’ and also note that the lawyers’ ‘deal structuring and creative problem solving on Purchase Agreement issues is very good’.

One highlight of 2008 was the representation of BNP Paribas in its announced acquisition of the prime brokerage business of Bank of America, including over $100bn in assets. Another notable engagement was for Corn Products International in its sale to Bunge Limited for a $4.8bn bid. The firm also acted as counsel for Ventana Medical Systems in its $3.4bn acquisition by Roche Holding. Additionally, the firm advised Aon Corporation in its sale of Combined Insurance Company of America to ACE for $2.4bn. A significant representation at the upper end of the middle-market was advising Bill Me Later, a technology company that provides online payment services and solutions, in its sale to eBay for a $945m bid.

CLIENTS: The firm’s M&A clients include AIG, BNP Paribas, Aon Corporation, Tribune Company, First Data Corporation, GE Healthcare, Western Union, and Tyson Foods.

INDIVIDUALS: Frederick Lowinger in Chicago is singled out for being ‘very smart, with a good feel for the political realities around a transaction. He’s a good technician and counsellor and has a good "bedside manner" with the board and executives’. Also in Chicago, Paul Choi is recommended as ‘a standout M&A lawyer’. Chicago partners Thomas Cole and Gary Gerstman are jointly commended as ‘calm, responsive, professional and knowledgeable’. In Los Angeles, Moshe Kupietzky handles a wide range of M&A transactions and is applauded by clients for his ‘impressive breadth of knowledge and high level of service’.

Baker Botts, L.L.P.

PRACTICE: Baker Botts, L.L.P. has grown from roots in Houston and the thriving energy industry in Texas. Whilst the firm does represent media and telecommunications clients, particularly out of its New York office, its strength undoubtedly remains its close relationships with a wide variety of energy companies and the accompanying experience in this sector.

Clients praise the firm’s culture, saying that ‘across the board, they are lawyers who respond quickly, efficiently and in a cost-effective manner. They do not “over lawyer” matters and are pragmatic in their approach to legal issues and advice’.

In 2008, Baker Botts, L.L.P. represented Halliburton Company with respect to its ultimately unsuccessful $3.38bn bid to acquire Expro International. Additionally, the firm was active for Liberty Media, advising on its $13bn stock transaction with News Corporation, and representing Liberty in taking FUN Technologies private for $207.4m. The practice also represented Marathon Oil Corporation in its acquisition of Western Oil Sands for $6.9bn.

CLIENTS: The firm’s M&A clients include Halliburton Company, Transocean, CenterPoint Energy, Marathon Oil Corporation, Lyondell Chemical Company and Liberty Media Corporation.

INDIVIDUALS: Practice head J David Kirkland is recommended as ‘extremely responsive’, providing ‘outstanding service’. Theodore Paris, Stephen Massad, and Tull Florey are jointly commended as ‘capable, diligent, hard working and with a high degree of integrity’. Gene Oshman is also singled out by clients as ‘one of the most intelligent and diligent lawyers’ they work with. James Mayor and John Geddes are recommended as ‘good younger partners, who are responsive and show good judgement’.

Cooley Godward Kronish LLP

PRACTICE: According to clients, Cooley Godward Kronish LLP ‘has deep knowledge of M&A contract law and the business risks associated with M&A transactions.’

Particularly appreciation is shown for the fact that ‘the Cooley Godward Kronish LLP lawyers never rely on historical standards or market terms. Instead, the team assumes that every transaction has a different set of issues and they negotiate professionally and passionately to protect their client’s interest’. An early proponent of a dedicated M&A group, the firm’s approach has paid dividends as its client base in the technology sectors has matured.

In 2008, the practice advised Brocade Communications Systems in its bid for Foundry Networks for approximately $3bn. Other highlights included representing Applied Materials in its acquisition of Baccini for approximately $330m, and advising eBay on its acquisition of Den Bla Avis and BilBasen for $390m. Another representation was of biopharmaceutical company CoGenesys in its $400m sale to Teva Pharmaceutical Industries.

Clients state that ‘no attorney in the US understands all the aspects of M&A as well as the Cooley Godward Kronish LLP team’.

CLIENTS: The firm’s M&A clients include Applied Materials, eBay, Gilead Sciences, Adobe Systems, Merrill Lynch, Quest Software, Synopsys, NVIDA Corporation, and Savvian.

INDIVIDUALS: The firm’s M&A practice head, Palo Alto-based Richard Climan, is recommended as ‘thoughtful, savvy and intelligent’. Jane Ross is also singled out as a ‘wonderful M&A lawyer...a pragmatic straight-shooter, cost-effective and driven to achieve great results for her clients’. Keith Flaum receives high praise from clients as ‘simply one of the best M&A attorneys out there’. ‘He has the keen ability to be efficient with his time, is clear in his communications, and is quick to suggest practical solutions to open
issues. He also does his homework regarding the subtle nuances of the changing M&A environment’.

Dechert LLP

PRACTICE: Clients are voluble in their praise of Dechert LLP’s M&A practice, rating the ‘exceptional service, lean staffing on deals, and extraordinarily qualified M&A lawyers right down to the lowest associate level’. Sixty partners in the firm’s 10 global offices specialise in M&A work, though the team’s most substantial strength in the US is in New York and Philadelphia. The emphasis is on ‘excellent partner level availability and attention’ - ‘the senior people are really willing to roll up their sleeves and get involved in the details of a matter and they are very efficient - they tend to get to the point very directly, reducing wasted time and unnecessary costs’.

The practice has a definite bias towards private equity but nonetheless achieves some impressive strategic transactions. In 2008, the firm represented V&S Vin & Sprit in its €5.63bn (US $8.9bn) sale to French drinks company Pernod Ricard. The firm also represented Datascope in its $865m sale to Swedish healthcare equipment maker Getinge. An example of the firm’s cross-border prowess is its representation of Israel Chemicals in its $352m acquisition of US-based Supresta.

CLIENTS: Dechert LLP’s M&A clients include Arrow International, Church & Dwight, Covance, Datascope Corporation, Duff & Phelps Corporation, Israel Chemicals, Johnson & Johnson Development Corporation, Lazard, UBS, and V&S Vin & Sprit.

INDIVIDUALS: A host of the firm’s Philadelphia-based M&A partners are praised by clients. G Daniel O’Donnell is considered to be ‘a terrific legal thinker with great business judgement’, and Geraldine Sinatra is ‘responsive, efficient, and has a broad range of technical knowledge’. Henry Nassau ‘is a superstar - smart with great attention to detail’ and William Lawlor is ‘first rate for M&A and securities’. In New York, Derek Winokur is ‘an outstanding attorney who possesses the ability to understand complex business issues and successfully negotiate resolutions in a timely manner’. Barton Winokur ‘is smart and super-prepared, and has high energy near the end of a transaction when it counts’. Mark Thierfelder has ‘very good commercial sense and really takes the client’s interest to heart’. David Schulman in Washington, DC also receives praise for his ‘ability to mediate in difficult commercial negotiations between the parties’.

King & Spalding

PRACTICE: King & Spalding’s M&A practice has industry strengths in telecommunications, insurance, energy and healthcare, and a geographically diverse orientation, incorporating offices in the US, Europe and the Middle East. The firm’s 39 M&A partners are rated for their ‘mix of capabilities, industry knowledge, quality of service and results’. The firm does not have as high a profile as some of its rivals, perhaps due to its roots in Atlanta, but nevertheless worked on some significant matters in 2008.

One highlight is the representation of Sprint Nextel in its complex $14.4bn next-generation communications joint venture with Clearwire Corporation. Another significant representation was of Metal Management in its $1.6bn cross-border merger with Sims Group to form the world’ss largest publicly owned recycler. The practice also represented Synovas Financial Corporation in its $4.7bn spin-off of Total Systems Services, and Arcapita in the $395m sale of healthcare services company TLC Holdings to Amedisys. The team also advised Roper Industries in its $367m acquisition of security systems company the CBord Group.

CLIENTS: Representative M&A clients include Sprint Nextel, General Electric Company, Arcapita, The Home Depot, Mirant, SunTrust Banks, The Coca-Cola Company, and Metal Management.

INDIVIDUALS: Co-chair of the M&A practice in Atlanta, C William Baxley is described by clients as ‘a talented M&A lawyer’. His fellow co-chair, E William Bates, has a busy practice centered in New York.

Mayer Brown

PRACTICE: Clients report ‘excellent experiences with the M&A attorneys at Mayer Brown ’. The firm has 75 partners worldwide who spend a substantial amount of their time on M&A work, with the US practice concentrated in offices in Chicago, New York and Houston. The firm has always been more focused on the strategic side of M&A as opposed to private equity, and sees some concentration of its M&A representations in the energy and chemicals industries.

There are mixed feelings about Mayer Brown’s M&A practice, with opinions being voiced that the firm is stronger on the finance side of corporate work, or that the firm’s ‘strength is principally in Chicago, with little elsewhere’. On the other hand, in 2008 the firm was engaged in significant M&A activity, which suggests a robust practice. For example, Mayer Brown represented Allied Waste in connection with its $6bn merger with Republic Services to form one of the nation’s leading waste and environmental services providers, which closed in the face of a competing bid by Waste Management. The firm also represented Precision Drilling Trust in its $2bn merger bid for Grey Wolf. Another representation of note was of ION Geophysical Corporation in its approximately $236m acquisition of ARAM Systems.

CLIENTS: The firm’s M&A clients include The Dow Chemical Company, ACE, Nestlé, Chicago Board of Trade, and Allied Waste.

INDIVIDUALS: US M&A practice leader, Scott Davis, works out of the firm’s Chicago office and is ‘well-known for his M&A practice’.

McDermott Will & Emery LLP

PRACTICE: McDermott Will & Emery LLP has particular expertise in healthcare and energy and centers its practice in offices in New York, Chicago, Washington, DC and Boston.

Clients rave about the ‘excellent service’ - ‘what is impressive is that the lawyers always have all bases covered, and are always available’. One client particularly noted ‘that the effort is appropriately balanced with the need. If I don’t need something for a week they always get it to me on time, but will not burn extra resources to get it to me early. Thus, I find them to be good value’.

In 2008, the practice represented Genlyte in its merger with Philips Holding, pursuant to which Philips acquired Genlyte for $2.7bn in cash. Another engagement was for Tribune Company in a $650m partnership transaction with Cablevision Systems. The firm also represented Kellwood in its negotiated acquisition, following a hostile bid, by Sun Capital Securities Group, and Evonik Industries in the sale of its US and Canadian sodium cyanide operations to Oaktree Capital Management. Additionally McDermott Will & Emery LLP advised ProBuild Holdings in its acquisition of substantially all of the assets of HD Supply Lumber and Building Materials.

CLIENTS: The firm’s M&A clients include Motorola, The Genlyte Group Incorporated, Young Innovations, Amazon.com, Evonik Industries, Thompson Creek Metals, Foundation Coal Holdings and ProBuild Holdings.

INDIVIDUALS: Chicago-based co-chair John Tamisiea is a ‘very good negotiator’ who ‘understands business... his advice is always very practical’. He and fellow Chicago partner are Michael Fayhee ‘on top of their game, responsive, and instil confidence in their abilities. They drive the legal work with great skill and competence’. Tamisiea’s M&A co-chair is Thomas Sauermilch, who practices out of New York. Clients single him out for ‘his exceptional work in many deals... More than just a lawyer, he is a business partner’.

Morrison & Foerster

PRACTICE: Morrison & Foerster has 80 partners who specialise in M&A across the firm’s global platform. Every one of the firm’s offices has some M&A capacity, although the key areas in the US are San Francisco, Palo Alto, North Virginia, and New York. The firm has particular industry expertise in technology and life sciences, although in New York the firm also has a strong financial services component. The firm’s cross-border capability enables it to facilitate deals for its clients in various jurisdictions, and its M&A abilities wed effectively with its practice in venture capital and emerging companies.

Clients say that ‘the level of service is outstanding - very responsive. What stands out as particularly impressive is the proactive and holistic nature of the advice’. The practice’s clients ‘always get the benefit of how certain actions or issues could affect the overall strategy for the company’.

Key transactions of the past year include advising Mentor Corporation, an aesthetic medical product supplier, in its $1.12bn acquisition by Johnson & Johnson. Another highlight was representing Astellas Pharma, Japan’s second-largest drugmaker, in its $537m acquisition of Agensys to create a US based biotechnology unit. The practice also acted as counsel to Saifun Semiconductors in its $420m sale to Spansion, and the Link Asset and Securities Company in its $268m acquisition by ICAP.

CLIENTS: The Clorox Company, John Deere & Company, Freescale Semiconductors, Fujitsu, GESD Capital, Hitachi, Intel and Thompson are among Morrison & Foerster’s M&A clients.

INDIVIDUALS: Chair of the firm’s corporate practice, Robert Townsend, who works out of San Francisco, garners particular praise from clients as ‘very knowledgeable and responsive, with tremendous business sense and acumen’.

O’Melveny & Myers LLP

PRACTICE: Rated by clients for the lawyers’ ‘fantastic client service, extraordinary responsiveness and thoroughness of work’, and ‘bench strength in spades from Silicon Valley to Washington, DC’ O’Melveny & Myers LLP possesses a well-rounded international M&A practice with particular industry specialisms in technology, media, entertainment and healthcare.

However, the firm’s West Coast practice has taken a significant hit with the losses of dealmakers Michael Kennedy, Steve Camahort and Michael Dorf to Shearman & Sterling LLP in San Francisco. The impact upon the firm’s presence in California is not yet apparent, but the additional loss of experienced M&A partner Drake Tempest to Dechert LLP in New York, raises questions as to the vitality of the practice.

Nonetheless, over 2008 the firm acted for clients on a number of significant transactions, which suggests that the M&A practice has some residual health. For example, the firm represented Goodman Global, a leading air-conditioning and heating manufacturer, in its $2.65bn sale to affiliates of Hellman & Friedman. The firm also acted for HLTH Corporation in connection with its ultimately unsuccessful $2.3bn bid for WebMD Corp. Other highlights include representing Napster in its $121m merger with Best Buy, and Symantec in its $150m joint venture with Huawei Technologies.

CLIENTS: Representative M&A clients include HLTH Corporation, Honeywell International, Goodman Global, Nationwide Health Properties, Onex Corporation, Quest Diagnostics, SanDisk Corporation, Sun Microsystems, UBS, and Warner Bros. Entertainment.

INDIVIDUALS: Douglas Ryder in New York is lauded by clients as ‘practical, responsive, slavishly attentive and thorough’. Also in New York, East Coast Practice Head Spencer Klein is ‘well known for his M&A ability’.

Proskauer Rose LLP

PRACTICE: With ‘an excellent level of professional quality work and first class customer service’ Proskauer Rose LLP’s bench of M&A lawyers comes highly recommended by clients. ‘What stands out beyond excellent technical skill is depth of thought and judgement on critical issues in transactions’. The firm’s core strength is in New York, though has grown its Boston and West Coast practices significantly in recent times. While the market does not generally see the firm as a top contender for big strategic deals, there is a sense that the firm’s profile has not caught up with its talent - clients effusively praise the ‘outstanding legal service’.

One of the highlights of 2008 was Proskauer Rose LLP’s representation of Celgene in its $2.9bn acquisition of Pharmion. Additionally the practice advised Icahn Enterprises in its $860m acquisition of a majority stake in Federal-Mogul Corporation. The firm also represented Gores Radio Holdings in its $100m acquisition of a minority stake in Westwood One, the nation’s largest radio network.

CLIENTS: The team’s clients include Bed, Bath & Beyond, Moelis & Company, Celgene Corporation, United Industrial Corporation, Icahn Enterprises, Russell Belinsky and Gores Radio Holdings.

INDIVIDUALS: New York M&A co-chair Peter Samuels ‘is diligent, smart, practical and effective’. ‘Outstanding public M&A lawyer’ Arnold Jacobs is praised along with Samuels as a ‘technical expert who translates this into very practical advice. That combination of technical mastery and common sense approach is indispensable’. Also in New York, Steven Kirshenbaum is commended as ‘an exceptional M&A lawyer who knows how to get to the issues and close a transaction’. Daniel Eisner is also considered ‘exceptional in all regards - with top technical and legal skill, judgement and counsel on critical and sensitive topics, relationship building and tact in negotiating’. Adam Kansler is lauded for his ‘outstanding legal advice, tirelessness and innovation in negotiating a deal’.

Arnold & Porter LLP

PRACTICE: Arnold & Porter LLP’s M&A work is closely linked to the firm’s regulatory expertise, with experience in financial services, transportation, government and defense contracting, telecommunications, biotechnology and life sciences. The perception in the market is that Arnold & Porter LLP is not particularly focused on M&A as opposed to other areas of corporate practice, which is the reason behind a relatively low profile in this area. The 30 M&A partners at the firm have nonetheless been engaged on some impressive transactions in a difficult market.

In 2008 the firm acted on two deals for The NASDAQ OMX Group in its acquisitions of the Philadelphia Stock Exchange for $695m and the Boston Stock Exchange for an undisclosed sum. The firm also represented Reckitt Benckiser Group, a world leader in household cleaning, health and personal care, in its $2.3bn acquisition of Adams Respiratory Therapeutics. Another highlight was advising Finmeccanica, Italy’s largest aerospace and defense company, in its $5.2bn acquisition of DRS Technologies.

CLIENTS: The firm’s clients include The NASDAQ OMX Group, S&T Bancorp, Finmeccanica, Landon Butler & Company, RBC Capital Markets, and BAE Systems.

INDIVIDUALS: Recent activity in M&A has been driven by Mark Stumpf and Sarah Kahn, both of whom practice out of Washington DC. Steven Kaplan, Paul Freshour and Kevin Lavin in Northern Virginia are also significant players in the practice.

Baker & McKenzie

PRACTICE: Baker & McKenzie ‘great global footprint’ results in experience in ‘a great variety of deals at all levels of the market’. One client particularly notes that the firm ‘is excellent for multi-jurisdictional matters and we use them for all of our West Coast M&A work’. That said, the sense in the market is that the firm’s M&A work is driven rather more out of London and Asia than the US. Nonetheless, clients are impressed by Baker & McKenzie’s ‘professionalism, work under time pressure, industry skill-sets, prompt and constructive feedback and ability to close the deal in tight timelines’.

Notable US-driven transactions in the past year include advising Gardner Denver on its acquisition of CompAir Holdings for $395m. Additionally the practice represented Quanta Capital Holdings in a $375m M&A transaction involving the sale of a subsidiary to Catalina Holdings and Catalina Alpha, as well as special cash dividend to shareholders prior to closing. The firm also advised Rio Tinto on the multi-billion dollar divestiture of its Borates and Talc business units in the US, Canada and Europe.

CLIENTS: Baker & McKenzie’s clients include Rio Tinto, CommScope, Gardner Devner, Fletcher Building, Quanta Capita Holdings, Ingersoll-Rand, and Motorola.

INDIVIDUALS: Matthew Gemello of the firm’s Palo Alto office is ‘excellent at managing
large projects and working with foreign counsel. He is incredibly quick on the uptake and makes working on difficult and tedious matters a pleasure’.

Covington & Burling LLP

PRACTICE: Regulatory law powerhouse Covington & Burling LLP has 16 US M&A partners in three offices, with one partner practising out of London. The practice is particularly strong in life sciences, pharmaceutical and technology M&A, and sees a lot of work from consumer product brands. Clients appreciate the ‘exceptional level of service in terms of quality and responsiveness’, and note that ‘ Covington & Burling LLP ’s modest size ensures that work does not get lost in an M&A conveyor belt, and the firm’s FDA regulatory law expertise is a tremendous plus’.

M&A highlights of 2008 include representing Coty in its acquisition of DLI Holding Corporation including Del Laboratories, and subsequently in its $380m sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight. The firm also represented Pfizer in its acquisition of CovX Research and CovX Technologies Ireland, and Eli Lilly & Company in its $64m acquisition of SGX Pharmaceuticals.

CLIENTS: The firm’s M&A clients include Pfizer, The Goodyear Tire & Rubber Company, Coty, Johnson & Johnson, Thomson Reuters and Oregon Steel Mills.

INDIVIDUALS: M&A practice-head Scott Smith and J D Weinberg practice out of New York and are jointly praised for their ‘deep technical knowledge and hands-on practical advice’. Also in New York, Peter Schwartz is singled out for ‘his balanced temperament, comprehensive knowledge of the law, and overall deal management skills’. Leonard Chazen is also considered ‘first rate’.

Dewey & LeBoeuf LLP

PRACTICE: ‘A major law firm with an excellent reputation for M&A’ Dewey & LeBoeuf LLP combines Dewey Ballantine’s traditionally strong M&A offering with LeBoeuf, Lamb, Greene & McRae’s particular expertise in insurance and energy. Clients note that they appreciate the firm’s ‘extensive expertise in insurance transactions’ and the partners’ effort in ‘taking the time to understand the client’s needs, so that they can take that knowledge and understanding and factor that into their strategic counseling’.

In 2008, the firm augmented its M&A practice by adding Lorenzo Borgogni and Ivan Presant in New York. Both lawyers have extensive cross-border M&A experience, and join the firm from Greenberg Traurig LLP.

One of the team’s highlight representations of the past year was advising CNET Networks in its acquisition by CBS for $1.8bn. Additionally the firm is engaged by King Pharmaceuticals in connection with its proposed acquisition of Alpharma for $1.4bn.

CLIENTS: Dewey & LeBoeuf LLP’s clients include HCA, CNET Networks, MedImmune, The Walt Disney Company, Sony, Omnicare, Metlife, King Pharmaceuticals, Aegon, Aviva, Axa/Winterthur, GS Capital Partners, and Puget Energy.

INDIVIDUALS: Practice head Morton Pierce in New York is considered a ‘very good M&A lawyer’, ‘smart and hardworking’. Also in New York, William Lamb is recommended for his energy M&A expertise.

Morgan Lewis

PRACTICE: Morgan Lewis has a wide range of M&A expertise, encompassing private equity and strategic deals across industries ranging from financial services, life sciences, and energy to media and publishing. Clients rate the ‘superb service’, ‘exceptional work product’ and the ‘quality and thoughtfulness of the lawyers’. The firm also has a broad base of operations though the main strength in strategic M&A deals is concentrated in New York and Philadelphia.

Highlight representations in 2008 included that of Quintana Maritime in its $2.6bn sale to Excel Maritime Carriers in a stock and cash deal which created the world’s largest dry-bulk carrier company. The practice also represented international information and education company Pearson in the sale of its Data Management business to M&F Worldwide for $225m. Morgan Lewis additionally advised TD Ameritrade in its acquisition of Fiserv Trust Company from Fiserv for $272.5m, with an additional earn-out payable of up to $100m based upon achievement of revenue targets.

New hires included energy M&A lawyers Carlos Treistman and Bill Parish from King & Spalding in Houston, where Treistman was co-head of the Latin American practice. The firm also added Dino Barajas from Paul, Hastings, Janofsky & Walker LLP in Los Angeles, who also has an energy M&A and Latin American focus.

CLIENTS: Morgan Lewis’ active M&A clients include Cadbury, Deutsche Börse, Fidelity, Jeffries, Morgan Stanley, Owens Corning, Pearson, Prudential and TD Ameritrade.

INDIVIDUALS: New-York based M&A co-head Charles Engros is effusively praised by clients as ‘the most responsive and helpful lawyer out there’. ‘In addition to being a great lawyer, he has excellent business judgement and an innate sense of what is important and what is not’. Also in New York, Robert Dickey is singled out as ‘an excellent lawyer and a valued counselor’.

Ropes & Gray LLP

PRACTICE: With a heavy slant toward the private equity side of M&A, Ropes & Gray LLP is one of the firms whose client base is most exposed to the downturn in credit markets. However, the Boston-headquartered firm also possesses significant strength in the life science sector, which is an area of comparative growth and continuing investor interest, with concomitant M&A activity.

The firm’s clients note that the lawyers are ‘efficient and cost-effective, and leverage the entire practice so that clients get the benefit of the analysis provided over a broad client base’ Clients also praise the lawyers’ ‘good grasp of business issues, which informs their practical legal advice’.

CLIENTS: Major clients of the M&A practice include Institet, AmeriPath, Genzyme, Houghton Mifflin, Emcor, McLeodUSA, ViaCell, US Can, Penton Media, and Green Mountain Coffee Roasters.

INDIVIDUALS: Clients are ‘very impressed’ by R. Newcomb Stillwell in Ropes & Gray LLP’s Boston office, particularly for his expertise in private equity transactions. Julie Jones, also in Boston, is commended for ‘excellent service and experience’.

Wilson Sonsini
Goodrich & Rosati

PRACTICE: A leading contender on any list of firms acting on the greatest volume of M&A deals, Wilson Sonsini Goodrich & Rosati is also well-known for its expertise on larger value transactions, particularly in the technology, cleantech and life sciences sectors. The firm has adapted over time to scale to its most successful clients, and now has the capacity and experience to act for companies of any size on any transaction. The M&A practice comprises of over 200 attorneys in seven US offices nationwide, though it is fair to say that the firm is strongest on its home turf in California, and particularly in Silicon Valley, where it is absolutely pre-eminent. Clients appreciate the Wilson Sonsini Goodrich & Rosati lawyers’ effort in ‘taking the time to know to get to know their clients well in terms of strategic objectives and goals’, though lament the firm’s relative lack of international presence.

In 2008, the practice represented Google in its $3.1bn acquisition of DoubleClick, and Sun Microsystems in its $1bn acquisition of MySQL. It also advised Ansoft in its $832m acquisition by Ansys, and was engaged by Savvian with respect to its $780m acquisition by GCA Holdings. Also of note was the representation of Gracenote in its $260m sale to Sony Corporation.

CLIENTS: Wilson Sonsini Goodrich & Rosati’s M&A clients include Google, Genentech, PV Ameritrade, McAfee, Autodesk, and Sun Microsystems.

INDIVIDUALS: Martin Korman leads the firm’s M&A practice from Palo Alto. Clients praise him as a ‘consummate professional’.