The Legal 500

The tax practices of the Central Time Zone developed to serve regional economies. To the south, most of the tax muscle is in Houston and Dallas where expertise in the key oil, gas and petroleum sectors has grown into a niche international offering- the skill set in transport is also well developed as Texas is a hub for airlines and shipping. In the north, law firms mainly cluster in Chicago, the dominant financial and industrial centre of the Midwest - here wide tax expertise in finance, manufacturing and real estate is well developed. Tax practices in the larger Chicago firms have leveraged off the local base to establish or join national, and even international, practices as telecoms and IT have eroded the importance of geographic location. As elsewhere, tax lawyers remain in strong demand, and recruitment and retention, particularly at senior associate level, is challenging.

Kirkland & Ellis LLP

PRACTICE: Kirkland & Ellis LLP’s Chicago-based tax department was strengthened at partner level by the recruitment of two former Mayer Brown attorneys during 2008 - Bruce Gelman and Thomas Geraghty are both expert in the taxation of investment funds and add weight to the existing expertise in private equity and hedge fund tax planning. The firm achieves national tax penetration by effective inter-office working that allows the strength of the 30-strong Chicago practice to combine with that in New York and Palo Alto.

Although M&A instructions have slowed, restructuring and bankruptcy instructions have significantly increased and tax practice is being called on to contribute to some extremely complex workouts. In two key appointments at the beginning of 2009, Kirkland & Ellis LLP was instructed by Muzak in its application for Chapter 11 bankruptcy, and by video hire giant Blockbuster on debt restructuring - both assignments are ongoing and require significant tax input .

The practice has a strong following of private equity managers including Bain Capital, advised by the practice through the $2.1bn acquisition of Nasdaq-listed Guitar Center. In February 2008, Kirkland & Ellis LLP was appointed as legal advisor to private equity leader Sun Capital to handle the acquisition of camping equipment manufacturer Kellwood; tax practice lawyers were key members of the advisory team.

CLIENTS: Clients include Bain Capital, Madison Dearborn Partners, Conseco, Sun Capital Partners, CVC Capital Partners, Summit Partners, Lands’ End, General Motors, Sara Lee and United Airlines.

INDIVIDUALS: Jeffrey Sheffield ‘is adept, and always comes up with the answer’ in tax planning for both public and closely held companies. Todd Maynes, whose practice has always had a large restructuring component, is ‘academic but business-like in approach’. Mention should be made of elder statesman Jack Levin whose vast experience is available to the practice. All partners named are Chicago-based.

Mayer Brown

PRACTICE: Mayer Brown’s global tax department organizes in two disciplines, tax transactions and tax controversy, rather than along geographic lines. Notwithstanding the formal organization, and the contribution made by Chicago-based lawyers to inter-office instructions, the firm’s origins show through in a standout Midwest tax practice. As well as broad expertise in transactions, tax-planning and other advisory work, Mayer Brown’s regional tax niches include financing, bio-tech, pharma and life science corporate transactions, insurance and reinsurance.

The practice tax advised the Chicago Board of Trade in its acquisition by the Chicago Mercantile Exchange - the $11.9bn deal created the largest exchange in the world. Attorneys also assisted in the complex IRS code tax-free merger of client Allied Waste Industries and Republic Services - the transaction, which completed in December 2008 after Department of Justice approval, combines America’s number two and number three waste and environmental service providers. In a high-profile infrastructure assignment, the Chicago practice represented the Commonwealth of Pennsylvania in connection with the long-term concession of the Pennsylvania Turnpike.

CLIENTS: Clients include Boeing, Dow Chemical, GE Capital, Goodrich, Intel, Devon Energy, Pfizer, UPS and Goodrich, Starwood Capital Group, Abbott Laboratories, Schwartz Pharma and Unilever.

INDIVIDUALS: Four Chicago-based partners attract client accolades. Thomas Bottomlee, noted for corporate tax planning and his abilities in multi-party negotiations - ‘he seems to hold blueprints in his head when the others are shuffling organograms’. Timothy Sherck is rated for ‘commerciality and sound tax advice’, and has wide experience of restructuring. James Barry is recommended for corporate tax expertise within a wide-ranging and expert practice. Robert Kelman handled the tax aspects of the Pennsylvania Turnpike instruction.

Sidley Austin LLP

PRACTICE: Sidley Austin LLP’s Chicago-based tax practice is well connected with the leading industrial and financial corporates of the region, although restructuring and bankruptcy assignments have taken the place of M&A. The practice has also benefited from its early entry into the private equity sector. Well-developed practice areas specific to Chicago include insurance, hedge funds, low income housing, railroad transportation, and state and local tax work. Clients approve the breadth of expertise available and ‘the consistent quality of advice received’ and the commitment to training is confirmed by comments such as, ‘the younger lawyers on the team were very good but didn’t overreach’.

In common with other global firms, Sidley Austin LLP’s expertise in one geographic location is now available worldwide and Chicago tax attorneys spend a good deal of time working on inter-office projects.

Sidley Austin LLP tax attorneys advised Canadian Pacific Railway in its acquisition of Dakota, Minnesota & Eastern Railroad. The practice was also legal counsel to Ventana Medical Systems, a NASDAQ quoted life science company, on its acquisition by pharma major Roche for $3.4bn: the difficult deal closed in early 2008 after resistance by minority shareholders.

CLIENTS: Sidley Austin LLP provides tax advice to Servicemaster, Discover Financial Services, Marshall & Ilsley, First Data, Owens Corning, Aon Corporation, BNSF Railway and Exelon Corporation.

INDIVIDUALS: Sidley Austin LLP’s Sharp Sorensen, head of the Chicago practice and joint coordinator of the national practice, is ‘organized, incredibly focused and knows the answers’ in high-value deals. Also in Chicago, Lee Christie has established a specialist practice handling
all types of tax issues affecting the insurance sector.

Fulbright & Jaworski LLP

PRACTICE: Fulbright & Jaworski LLP’s tax practice is led from Houston with representation in Dallas, Austin and San Antonio. The practice is broad-based with considerable expertise in the corporate sector and is expert in, but not confined to, the particular demands of the Texas oil, gas and the wider energy sector. The practice has advised in numerous master limited partnerships. Clients note that ‘we can count on the high quality and timeliness of the work Fulbright & Jaworski LLP ’s tax attorneys produce’.

Recent representations include advice to Millennium Pipeline in connection with all aspects of the construction of a 180 mile, large diameter interstate natural gas pipeline in the state of New York - three Houston tax partners advised on the assignment. Houston tax attorneys also advised on the Quanex Corporation spin-off and merger which involved the separation of two distinct businesses, the spin-off of the first into a publicly traded company and the merger of the second with the Brazilian listed company, Gerdau.

CLIENTS: Clients include Baker Hughes, UNIX Energy Solutions, Transocean, Shaw Group, International BioResources, Armand Hammer Foundation, San Antonio Water System, CPS Energy and Electronic Data Systems.

INDIVIDUALS: Houston-based John (Jack) Allender, who heads the group and personally has a broad practice with an emphasis on M&A, is ‘able to communicate complex issues in terms that are easy to understand’. Joyce Bode in Austin, who specializes in exempt organizations and partnerships, ‘is known for her tax technical skills and qualities of persuasion’ In San Antonio, George Scofield ‘achieves an observable level of bonding with the Fulbright & Jaworski LLP teams he works with which helps achieve what is needed’.

McDermott Will & Emery LLP

PRACTICE: McDermott Will & Emery LLP’s national tax practice numbers some 100 lawyers with the largest representation in the Chicago headquarters. McDermott Will & Emery LLP started as a tax practice and the roots run deep, and generates a high proportion of its own work as well as servicing other departments.

Chicago lawyers make a significant contribution to the national penetration achieved by the US tax practice, which is also represented in New York, Los Angeles, Washington DC, Silicon Valley and Miami. Nationwide instructions make it difficult to gauge the levels of work generated from the Illinois regional market, although estimates suggest the practice is 30% Chicago-based and 70% nationwide or international. What is clear is that clients hold the practice in high esteem - ‘we are always impressed by the quality of advice and the short time it generally takes to receive it’.

The practice represented private equity fund Equity International in the sale of a minority interest in the business, requiring a complex tax efficient structure involving parallel joint ventures valued at $700m. In a further complex but confidential instruction, lawyers advised in a series of projects for a major power generator needing tax hedge policies compliant with IRS Code rules on trading, foreign currency and hedging.

CLIENTS: McDermott Will & Emery LLP’s tax clients include Caterpillar, GATX, Mattel, Equity International, Bayer, Diageo, Procter & Gamble, Sara Lee, Tyco and USG.

INDIVIDUALS: Chicago-based tax practitioners include Andrea Kramer, ‘a brilliant tactician and a first-rate legal scholar’, and Jane Wells May who is ‘accurate, energetic, and always available’, and who has built a noteworthy local and state taxes practice.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: Skadden, Arps, Slate, Meagher & Flom LLP’s Chicago tax lawyers are very closely integrated into the firm’s powerful national and international tax practices. Nonetheless, the practice has a strong following in the financial and industrial sectors of Chicago and wider Midwest with financial services and restructuring expertise key skills in the offering. In the wider market, geographic location is no longer seen as significant and clients comment on ‘seamless working between the offices’.

The Chicago tax practice advised long-term client CME Group in its $9.5bn acquisition of NYMEX Holdings, the parent company of the New York Mercantile Exchange. In connection with this transaction CME Group also sold CBOT Metals Complex, a precious metals market run by the Chicago Board of Trade. The complex deal closed in August 2008. The practice also counseled OAO Severstal, the Russian steel producer, in its $1bn acquisition of Canadian-based PBS Coals.

CLIENTS: Skadden, Arps, Slate, Meagher & Flom LLP’s tax clients include Ameritech, Baxter International, Chicago Mercantile Exchange, Eli Lilly, Northern Trust Corporation, Qwest Communications, Sears Roebuck and Wisconsin Energy.

INDIVIDUALS: Skadden, Arps, Slate, Meagher & Flom LLP’s John Rayis, ‘a great team leader’, is recommended for complex partnership and investment structuring. David Polster, ‘an off the wall genius’, is an excellent corporate tax lawyer with a strong private equity and hedge fund practice and the particular expertise in leasing structures. Louis Freeman, ‘a wonderful tax lawyer’, whose expertise in corporate taxation is unsurpassed, continues to contribute to the development of the law through his academic and American Bar Association work and is commended as ‘professional and dedicated’ in his practice. All the partners named are based in Chicago.

Katten Muchin Rosenman LLP

PRACTICE: Katten Muchin Rosenman LLP’s busy, 10-strong, ‘responsive and business-oriented’ Chicago tax practice meets the highly commercial Illinois market well with particular strengths in corporate transactions, banking and finance, real estate and, increasingly, private equity and hedge fund investment. Mid-range clients frequently use Katten Muchin Rosenman LLP tax attorneys as retained advisors and the practice receives commendations for teamwork and long-term support.

The practice offers an independent tax planning service although much of the work is in support to other departments, with the bankruptcy department a significant source at present. The tax lawyers also contribute expertise to the newly formed, multi-practice, Madoff Securities Task Force.

Katten Muchin Rosenman LLP’s practice is recommended for trust and family tax planning and attracts a good deal of controversy work in this area. Other tax niches include public finance and tax exempt structures in the healthcare and not for profit sectors.

During 2008 tax lawyers were on the multidisciplinary team advising Keystone Sports and Entertainment, its operating subsidiary Pennsylvania Professional Soccer, and its lead investor and manager Jay Sugarman, in obtaining the operating rights to the new Major League Soccer expansion team in Philadelphia.

CLIENTS: Clients include: Atlantic Premium Brands, Greenfield Partners, LaSalle Bank Denali Capital, Diversified Realty, Coventry Real Estate Advisors, Sterling Capital Partners, iStar Financial and Trizec Properties.

INDIVIDUALS: Reid Mandel is best described as a brilliant all-round federal taxes lawyer, highly experienced and ‘very constructive’. Saul Rudo is both well-connected and experienced in the private equity and venture capital sector and also handles complex compensation tax issues. Sheldon Banoff is a first choice for real estate taxation. Valentina Famparska, the most recent partner appointee, acted in the Keystone Sports instruction. All partners mentioned are based in the Chicago office.

Thompson & Knight LLP

PRACTICE: Thompson & Knight LLP’s tax practice was built servicing the Dallas centered energy sector and despite the firm’s expansion into international work, the regional client following remains very strong. The comprehensive practice in Texas, with a complement of 35 lawyers, provides broad based federal, state, and local tax planning and compliance advice to individuals, businesses, investors, the public sector and tax-exempt organizations. The practice is also recommended for generation planning for wealthy families. In Houston, the May 2008 lateral hire of Roger Aksamit, the former co-head of tax at Bracewell & Giuliani LLP, marks a gearing up of the tax practice in the city.

In a major infrastructure project, the practice counseled the Texas Department of Transportation in a series of toll road projects including LBJ Freeway in Dallas. In a confidential instruction from a private equity fund, the practice assisted in structuring renewable energy investments so that the income was not taxable to exempt organization partners. In a further confidential private equity fund matter, tax structuring required acceptable outcomes for tax-exempt, foreign and ERISA investors.

CLIENTS: The practice acts for Total, Texaco, Chevron, Maersk and Baker Hughes, the University of Dallas and Sears Caprock Retirement Corporation.

INDIVIDUALS: In Dallas, David Wheat ‘has an amazing depth of knowledge’ and is recommended for tax planning, while Kevin Thomason has a strong real estate, partnership and private equity practice. Terry Simmons, who ‘inspires confidence’, divides his time between New York and Dallas and is highly recommended for charitable gift planning and tax-exempt organization assignments.

Baker Botts, L.L.P.

PRACTICE: Baker Botts, L.L.P.’s tax practice is largely based in the Texas offices where a Houston complement of 45 partners is supported by a further 17 based in Dallas. The practice handles transactions, planning, controversy, employment taxes and private client advice. The firm’s strong following in the oil and gas sector has stimulated an impressive expertise in energy taxation. Baker Botts, L.L.P.’s clients generally give very positive feedback about the ‘outstanding and innovative’ performance with the proviso that ‘some partners can appear to be overwhelmed by workload at busy times of the year’. Niche expertise in the aviation and real estate sector is noteworthy.

Recent instructions included the complex structuring of AES Solar, a $1bn joint-venture committed to the development of utility scale solar generation plants. Baker Botts, L.L.P. tax lawyers also advised Liberty Media in connection with the reclassification of its outstanding tracking stocks to comply with the tax-free reorganization rules of section 368 (a) of the IRS Code.

CLIENTS: The practice advises energy sector clients including Halliburton, CenterPoint Energy, Dominion Resources, and Reliant Energy. Airlines represented include United and Southwest. Tax advice is also being provided to Hines Real Estate Investment Trust, Martin Midstream Partners, Affiliated Computer Services, and Electronic Data Systems.

INDIVIDUALS: Houston-based Richard Husseini, the deputy chair of the firm-wide tax department has a strong federal tax practice incorporating both planning and controversy. Also in Houston, Derek Green, who was a member of the team advising in the Liberty Media instruction, is ‘very bright and able with a quick mind’, and Stuart Schaffer ‘provides innovative but practical solutions’.

Bracewell & Giuliani LLP

PRACTICE: Bracewell & Giuliani LLP has developed a tax practice that provides excellent service to the firm’s numerous clients in the oil, gas and petroleum sector. Offices in Dubai and Kazakhstan add an international
dimension. Alongside this industry expertise, Bracewell & Giuliani LLP has developed a strong private client and estate planning practice well supported by many of Texas’ high-net-worth families.

The practice assisted in structuring a multi-step acquisition when Smith International acquired Bracewell & Giuliani LLP’s client W-H Energy Services - the complex deal was intended to qualify as they tax-free reorganization for US federal tax purposes.

As primary outside securities counsel, Bracewell & Giuliani LLP’s tax lawyers regularly represent El Paso Corporation, the owners of North America’s largest natural gas
pipeline system and a major domestic gas and oil producer. Recent tax advice has been
rendered in connection with a $600m public offering of senior notes and a $1.275bn
public offering of senior notes underwritten by Deutsche Bank, Morgan Stanley and other major banks.

CLIENTS: Clients include Statoil, ChevronTexaco, Coral Energy, FPL Energy, Kinder Morgan Energy Partners, American Standard and Hill-Rom Holdings.

INDIVIDUALS: Bracewell & Giuliani LLP’s core tax practice is housed in the Houston office where Gregory Bopp is highly recommended for his corporate tax expertise and Joe Hull is a senior practitioner with vast experience recommended for ‘quality tax work’ in federal, state and local taxation. Housed in New York, but contributing significantly to Texas-generated work such as the W-H Energy Services instruction, Elizabeth McGinley is an ‘energetic and reliable’ corporate tax expert.

Faegre & Benson LLP

PRACTICE: Faegre & Benson LLP’s nine Minneapolis-based tax partners form the core of the firm’s practice; further partners are based in Denver and Frankfurt. Faegre & Benson LLP is the commercial law leader in the city and its ‘twin’ across the Mississippi, St Pauls. The tax practice provides legal support in complex corporate instructions. Notable expertise has been developed in the key industries of the area, food processing, agricultural products, electronics, computer manufacture and medical supplies. The practice is commended by clients for a business-minded approach to tax which gets results, as well as effective tax-planning for family businesses. Attorneys represent clients in both state and federal disputes. Faegre & Benson LLP lawyers have also developed significant expertise in development projects undertaken by Native American tribes.

In recent instructions Faegre & Benson LLP lawyers represented Aeon Homes, an affordable housing developer, in connection with a
major development requiring low-income housing tax credit claims. Practice attorneys also assisted Otter Tail County, Minnesota, in connection with a tax abatement program and solid waste bond financing to help fund an ethanol plant.

CLIENTS: Clients include Bigwood Capital, MKA Capital, HB Fuller, Westlake Hardware, IBM, Wells Fargo, Sharp Electronics and Fina Oil and Chemical.

INDIVIDUALS: In Minneapolis, Bruce Ackerman is an excellent general practitioner with particular knowledge in state taxation - Ackerman has been involved in the development of several Minnesota tax provisions, most recently the codification of the sales tax rules. Also in Minneapolis, ‘solution seeking’ Kenneth Levinson offers considerable expertise in captive insurance structures and the aviation industry.

Gibson, Dunn & Crutcher LLP

PRACTICE: Gibson, Dunn & Crutcher LLP’s Dallas tax practice comprises just one partner and one associate but this effective team has access to the resources of other offices, including the large practice group in Los Angeles, should need arise. Small though it is, the Dallas lawyers have an excellent reputation for federal and state tax work. The expertise in oil and gas taxation developed to serve the demanding Texas market is now being leveraged into the growing alternative energy sector.

The Dallas practice provided tax advice to New York Stock Exchange-listed XTO Energy, a long-standing client, in its $4.2bn acquisition of Hunt Petroleum; the deal closed in June 2008. It also advises Merit Energy, a private equity firm investing directly in the oil and gas sector; one assignment required the creation of the new limited partnership for US investment capitalized at $500m.

CLIENTS: Dallas office clients include Eagle Materials, Warburg Pictus, Belo (owner of the Dallas Morning News), Atmos Energy, Tenet Healthcare, Dell, Wal-Mart, Celanese and Brazos Private Equity Partners.

INDIVIDUALS: Dallas resident partner David Sinak, who acted for XTO Energy, has a broad corporate practice with a strong following of private equity managers - clients compliment Sinak on his encyclopedic knowledge of IRS tax codes.

Winston & Strawn LLP

PRACTICE: Winston & Strawn LLP’s US tax practice has a partner complement of 28 of which approximately one half is based in Chicago. The practice has a reputation for effective team working, clients commenting ‘the associates seem well-trained, we don’t get the impression that they are learning on the job’. The practice is broad-based, business targeted offering with particular niches in energy-related instructions, with an increasing number of instructions following from alternative energy companies. In transactional work, the practice seems best suited to mid-range deals.

In recent instructions the practice has assisted Triarc, the owner of Arby’s, the roast beef sandwich chain, to acquire Wendy’s International, the owner of some 6000 fast-food restaurants - the transaction was successfully structured as a tax-free reorganization.

CLIENTS: Clients include Macquarie Securities, Baird Capital Partners, Water Street Health Care and Pelco Partners.

INDIVIDUALS: Chicago based John Lorentzen is ‘expert and approachable’ and is recommended for alternative energy tax incentives, and Roger Lucas is also praised for transactions and tax planning.

This section covers the East Coast firms with tax practices capable of satisfying the most demanding markets for legal services in the world. In the present economic climate, the demand for transactional advice has diminished, although the M&A market is ticking over and there is some activity as private equity funds and companies with cash seek value. Tax practices remain busy as restructuring and insolvency work is taking up any spare capacity. Although the emphasis in this section is on domestic tax, the truly expert lawyers are generally able to apply their talents to cross-border work.

The firms nominated range from the largest global partnerships to much smaller niche firms. The market is an extremely competitive one and standards are high so potential clients should carefully consider their own requirements before instructing.

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP ‘is stocked full of excellent lawyers and standouts abound in functions such as tax’. Clients comment on the breadth of the Cleary Gottlieb Steen & Hamilton LLP partners who are ‘able to address many issues without having to check with an internal specialist’, and on a balanced ‘shallow pyramid’ of experienced partners and associates who are ‘well up to speed and not having to learn on the job’. With nine partners handling tax work and an abundant flow of complex work, there are slight reservations about delivery - ‘sometimes the lawyers can be working on so many transactions at once that it is difficult to get their attention on items in a timely manner’. There are, however no negatives about quality - clients confirm complete satisfaction with the results achieved. The practice is a wide one which includes elements of controversy, employee benefits and some policy advice, but the core expertise is in transactional, corporate and capital markets advice and planning.

In a major transactions before the M&A instructions flow froze, Cleary Gottlieb Steen & Hamilton LLP counseled American Express Company in its $1.1bn acquisition of Corporate Payment Services, GE’s commercial card and corporate purchasing business unit. The tax practice is also contributing to the multidisciplinary teams working on bankruptcy and restructuring assignments, such as the early 2009 retention by Toronto-headquartered Nortel Networks and Cayman Islands-based Apex Silver Mines, and acted as counsel to Barclays in its bankruptcy court approved acquisition of Lehman Brothers North American investment banking and capital markets business.

CLIENTS: Tax practice clients include ConocoPhillips, Hewlett-Packard, ArcelorMittal and T-Mobile USA, as well as leaders in the financial sector including Goldman Sachs, Capital One Financial, American Express, Citigroup, UBS and Morgan Stanley.

INDIVIDUALS: The Cleary Gottlieb Steen & Hamilton LLP US tax practice, housed in New York, includes ‘very clever, very savvy’ Jason Factor, highly recommended for transactional tax matters and with plenty of experience in private equity. Kristofer Hess, who has advised in many complex high value acquisitions, is ‘always looking to solve problems, he knows we want to close deals’. Mary Alcock ‘is very knowledgeable and accessible’ in ERISA tax issues. The very popular Erika Nijenhuis is ‘very proactive in developing solutions that work on tax issues’.

Davis Polk & Wardwell

PRACTICE: Davis Polk & Wardwell’s 13-partner New York practice works with the teams formed to work on the many complex high value instructions won by the firm and is credited with ‘coming to deals with a fresh eye, not a set of standard paperwork’. A reputation for innovation in restructuring, spin-offs and dual listing has attracted a strong private equity and hedge fund following for the practice. The practice has long experience of complex insolvency and restructuring on such cases as Enron, Polaroid and Napster. Overall, clients commend the group for ‘the highest quality work and sound strategic advice’.

Davis Polk & Wardwell has taken some of the major instructions emerging from the early stages of the financial crisis. The practice is advising Freddie Mac on recapitalization, Banco Santander in its acquisition of Sovereign Bancorp, and Morgan Stanley on a range of issues. In March 2009, the firm received two highly prestigious and demanding appointments, both requiring considerable input from the tax practice. In the first, Davis Polk & Wardwell was asked to advise the Federal Reserve Bank of New York and the US Treasury Department in connection with the restructuring of the government’s assistance to American International Group (AIG) - the second to restructure the debt of the Ford Motor Company.

In a Chapter 11 Bankruptcy Code matter in March 2009, Davis Polk & Wardwell tax lawyers advised BearingPoint on the $350m sale of a significant portion of its largest business unit, Public Services, to Deloitte as well as assisting in the sale of other business units.

CLIENTS: Clients include Pepsi, Limited Brands, Comcast and Emerson, Chilton Investment, Credit Suisse, Crestview Partners, FrontPoint Partners, HRJ Capital, JPMorgan, Magnetar Capital, Morgan Stanley, Old Lane, Crestview, Metalmark, and EQT.

INDIVIDUALS: Avishai Shachar, the head of Davis Polk & Wardwell tax practice, has an enviable reputation for the innovative structuring of global groups. Michael Farber is an effective team leader in complex projects and is highly recommended for his capital markets knowledge. Paula Ryan, promoted to partner in 2008, specializes in multigenerational tax planning for high-net-worth individuals and families. All practice from New York.

Debevoise & Plimpton

PRACTICE: Debevoise & Plimpton’s New York tax practice comprises 32 fee-earners who are complimented on the ‘impressive contribution made by the contact partner, other partners and the various associates with whom I deal on a regular basis’. The plaudits confirm the value of the Debevoise & Plimpton investment in developing tax lawyers with a genuine breadth of knowledge by discouraging over-specialization in the early years. Clients also comment on the effective running of the multidisciplinary teams to which the tax practice contributes, and to the ethos of commerciality which is the hallmark of the firm and the practice.

Particular expertise has been built up in private equity fund formation and ongoing tax advice. Even before the credit crunch, the practice had developed an expertise in the tax aspects of restructuring in the financial sector. This, combined with long experience in insurance, has attracted some significant but confidential advisory work for insurers hit by the financial crisis.

A major insurance-linked representation was to Liberty Mutual in its $6.2bn acquisition of Safeco which closed in September 2008. Tax advice was also provided to Phelps Dodge in its $26bn merger with Freeport-McMoRan Copper & Gold, a marriage which created the world’s largest publicly traded copper company, and to Energy Brands in its $4.1bn acquisition by Coca-Cola.

CLIENTS: Clients include AIG, American Airlines, British Telecom, DaimlerChrysler, Delta Air Lines, Hertz, L’Oreal, Misys, Mitsui, NBC, Verizon, Blackstone, Carlyle, Oaktree Capital, Providence Equity Partners and Stone Point Capital.

INDIVIDUALS: All partners mentioned are based in New York. The practice is chaired by Burt Rosen, a tax heavyweight who has contributed advice to numerous complex, high value transactions. Peter Furci has ‘impressive technical knowledge in all areas of tax law, excellent negotiating abilities and persuasive skills’. David Schnabel, ‘highly intelligent, focused, tenacious and committed to protecting the interests of the client’, is strong in M&A and private equity. Vadim Mahmoudov is nominated as ‘a key resource and the go-to person for complex tax matters’ in private equity. Andrew Berg is recommended for transactional matters of the greatest complexity, Seth Rosen for insurance industry taxation and Adele Karig for private investment fund advice.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: Skadden, Arps, Slate, Meagher & Flom LLP’s New York-based tax team is the powerhouse for the firm’s non-contentious work. However, the systems developed to allow inter-office working both domestically and internationally render geographic location fairly immaterial, and group members based in Washington DC, Los Angeles and Chicago should not be overlooked. Clients comment on the ability of the Skadden, Arps, Slate, Meagher & Flom LLP team to co-operate and to avoid ‘the lone ranger attitude’. Partners nominate the firm’s compensation system and selective recruitment policy as well as training and an emphasis on team-building for creating the collegiate environment well suited to the tax practice.

In a complex instruction the practice initially acted for Discovery Holding in connection with the tax-free spin-off of all the issued and outstanding stock of Ascent Media Corporation-the assignment then continued with appointment as special tax counsel to Discovery Holding Company in the $8bn tax-free roll-up of Discovery Communications. Skadden, Arps, Slate, Meagher & Flom LLP also acted for Liberty Media, firstly in the split-of transaction in which it surrendered a portion of its Time Inc stock for a Time Warner subsidiary which owned the Atlanta Braves baseball team and other assets, and subsequently on the corporation’s recapitalization and restructuring into two units.

CLIENTS: Clients include Delphi, EMC, Cendant, Culligan Water Technologies, Duke Energy, Gaylord Entertainment, Janus Capital, Refco, Yahoo!, Banc of America Securities, Sprint, Citigroup, NASDAQ, Black Rock, Fortress Investment and Compaq Computer.

INDIVIDUALS: New York-based co-head of the tax group Matthew Rosen, ‘a real star, a great guy to work with’, ranks as one of the top US M&A tax attorneys. Stuart Finkelstein who ‘drives deals onward, he finds solutions’, has a wide-ranging corporate tax practice. Also in New York, Barnet (Barney) Phillips is an M&A leader who also has wide expertise in the taxation of REITs and Diana Lopo, ‘very clever and quick to grasp issues’, is well-connected in the private equity, venture capital and hedge fund sector and represented Apax Partners in its $1.6bn acquisition of Tommy Hilfiger Corporation. In Washington DC, André LeDuc has acted as lead tax counsel in many major bankruptcies and Cliff Gross is highly rated for his abilities in running complex transactions - he has been instructed by such blue-chip majors as Hewlett-Packard and Alcoa. Jessica Hough, also based in Washington DC, has ‘impressive expertise in corporate taxation’.

Weil, Gotshal & Manges LLP

PRACTICE: Weil, Gotshal & Manges LLP’s practice is substantially based in the New York office. Nationwide, including lawyers in all sub-disciplines, some 26 tax partners attract client plaudits for availability and effective supervision of associates. The steady deal flow of more prosperous times has dwindled but the firm’s reputation in restructuring work, albeit slightly diminished by the defections of some bankruptcy lawyers, is demanding any tax practice capacity available.

Two high profile restructuring assignments are taking a huge amount of tax partner time. Weil, Gotshal & Manges LLP lawyers are advising in several aspects of the Lehman Brothers bankruptcy including the sale of Lehman’s Neuberger Berman investment management division to a management-led team, and the sale of the North American investment banking and trading businesses to Barclays Bank. The firm is also instructed as global coordinator of AIG’s multibillion dollar divestiture of assets, to which the tax practice is contributing as well as providing tax advice in matters arising out of the sub-prime crisis including resolution of credit default-swap positions.

CLIENTS: Clients include Avista Capital Partners, General Electric, Man Financial, XL Capital Assurance, Vivendi, Reuters, Hollywood Media, UICI, Centre Partners, Minolta, Millennium Chemicals, Thomas H Lee Partners, CCMP Capital Advisors, Eton Park and Lyon Capital.

INDIVIDUALS: Stuart Goldring, the practice leader in bankruptcy and reconstruction is advising in the Lehman matter - the team also includes two partners from the executive compensation and ERISA practice and ‘the supremely practical business lawyer’ Scott Sontag. Kenneth Heitner and Mark Hoenig are advising in the AIG assignment. Also recommended for insolvency work-outs and bankruptcy is Martin Pollack, co-chair of the global tax practice. All practice from New York as does Jared Rusman, who spends part of his time in the Dallas office and is recommended for partnership taxation.

Clifford Chance

PRACTICE: Clifford Chance’s US tax practice has added some senior weight with a shrewd lateral hire, and the promotion of a senior associate, and now fields eight partners. The Clifford Chance strategy of steadily building strength by highly selective recruitment and a collegiate approach has created a practice of the highest quality. Substantially New York-based, with a smaller group in Washington DC, the US tax lawyers are an essential resource for the multi-disciplinary teams which form to meet the demands of firm’s key markets in complex, high value, M&A, private equity and structured finance. Clients comment on superb service standards and high professional standards with a ‘proactive and supportive attitude’.

In a complex REIT matter, Clifford Chance tax lawyers were major contributors to the representation of Alesco Financial in the sale of a Cayman sub-subsidiary holding positions in credit default swaps. The deal raised complex tax issues for both the seller and the purchaser including aspects of the US tax rules relating to REITs and to controlled foreign corporations.

Advice was also given to Gramercy Capital on its acquisition of American Financial Realty Trust for $3.4bn, which included the assumption of the target’s outstanding debt.

CLIENTS: Clients include Morgan Stanley, BaseCamp, First Corporation, Royal Bank of Scotland, Hypo Real Estate Capital Corporation, Citigroup, Invesco, Cogdell Spencer, Ares Management and Merrill Lynch.

INDIVIDUALS: Clifford Chance’s New York-based team includes the ‘extremely intelligent and knowledgeable’ Philip Wagman, who is recommended for transactional and private equity instructions. Also in New York, Robert Thornton Smith, recruited from Linklaters in September 2008, is an experienced heavyweight and Christopher Roman, who was named partner in May 2008, is vice-chairman the American Bar Association’s REIT Committee and specializes in investment funds.

Cravath, Swaine & Moore LLP

PRACTICE: Cravath, Swaine & Moore LLP’s New York tax practice comprises 27-fee earners of whom just four are partners. The practice settled at this level of complement some time ago and it is clearly sufficient to support other departments of the firm. Clients comment on superb service levels carried out with great professionalism and accuracy. Instructions handled by the practice include matters of extreme complexity and huge value.

In December 2008, practice members were in the multidisciplinary team acting as counsel for the board and primary outside counsel to General Motors in connection with the sale and US Federal Reserve Board approval of GMAC’s application to become a bank holding company as a requirement of its participation in the Troubled Assets Relief Program (TARP).

Practice lawyers advised in the first IPO of 2009 when, in February, Cravath, Swaine & Moore LLP assisted Mead Johnson Nutrition, a division of Bristol-Myers Squibb, in a public offer of $720m of common stock.

CLIENTS: Clients include Johnson & Johnson, Time Warner, IBM, Bristol-Myers Squibb, Crown Castle International, LS Power, Citigroup, JPMorgan, Credit Suisse, Goldman Sachs, Banc of America, Deutsche Bank, Morgan Stanley and UBS.

INDIVIDUALS: The practice is based in New York. Michael Schler ranks as one of the leading M&A tax lawyers in the country. Andrew Needham is recommended for private equity instructions and has also advised some major multinationals such as IBM. Stephen Gordon, who heads the department, is ‘thorough, responsive and sophisticated’. Lauren Angelilli recently advised the Haas Trustees in connection with the Dow Chemical acquisition of Rohm & Haas.

Sullivan & Cromwell LLP

PRACTICE: Sullivan & Cromwell LLP’s tax practice complements the firm’s M&A and corporate restructuring departments. The 16 fee-earners in New York include no less than 12 partners, an extraordinarily high ratio of senior expertise. Until recently the entire east coast practice was housed in New York but this changed in December 2008 when Sullivan & Cromwell LLP hired Donald Korb on his stepping down as Chief Counsel for the IRS-Korb joins the firm to lead the tax controversy practice from Washington DC.

Clients comment on a ‘first class service and a can do attitude’. The practice boasts the expertise and capacity to handle most challenging domestic and international deals and is well supported by major banks, international companies and private equity managers.

The tax practice has assisted in an impressive range of M&A instructions including Alcan’s $43bn acquisition by Rio Tinto, and Goldman Sachs acquisition of the variable life insurance and annuity businesses of Allamerica Financial. Practice members also assisted Health Care Property Investors, the nation’s largest health care REIT in its acquisition of CNL Retirement Properties for $5.2bn, the largest transaction in healthcare REIT history. In October 2008, practice attorneys advised Germany’s Allianz in its $2.5bn investment in Hartford Financial Services.

CLIENTS: Clients include AT&T, TXU, Wachovia, Adelphia Communications, Bank of New York, France Telecom, Goldman Sachs, ING, Microsoft, Morgan Stanley, Philips Electronics, Pitney Bowes, Royal Bank of Canada, Amgen and First Community Bancorp.

INDIVIDUALS: Ronald Creamer is ‘first rate for complex deals - very inventive - very smart’. Andrew Mason is recommended to high-net-worth individuals and families for estate planning and is also expert in real estate taxation. David Spitzer led in the Allianz transaction. All practice in New York.

Wachtell, Lipton, Rosen & Katz

PRACTICE: Wachtell, Lipton, Rosen & Katz’s comparatively small tax practice mirrors the corporate focus of the firm. Five expert partners cover corporate tax, handling some of the major transactions and restructurings in the market. Clients comment on the extremely personal service provided by practice lawyers.

Tax practice members have advised in some of the major transactions arising from the credit of crunch and economic crisis including the acquisition by JPMorgan Chase of Bears Stearns. A list of M&A instructions in which the practice has advised include Home Depot on its $8.5bn sale of business units to Bain, Carlysle and Clayton Dubilier, representation of the Bancroft family in News Corporations acquisition of Down Jones and assistance to Merrill Lynch in raising $12.2bn in capital from Temasek, the Kuwait Investment Authority and others.

CLIENTS: Clients include include Time Warner, Lucent Technologies, NYSE Group, Morgans Hotel Group, Hexion Specialty Chemicals, Public Storage and JPMorgan Chase, Apollo Management, Goldman Sachs and Texas Pacific Group.

INDIVIDUALS: All members of the practice are based in New York. Peter Canellos provides tremendous gravitas and continues to head the practice. Jodi Schwartz is a powerful tax practitioner who has advised in many of the major M&A transactions of the last decade. David Einhorn is recommended for tax advice in complex bankruptcies and investment partnerships.

Cadwalader, Wickersham & Taft LLP

PRACTICE: Cadwalader, Wickersham & Taft LLP’s eight-partner East Coast tax practice is weighted towards New York, with a pair of partners in Washington DC. The practice began 2009 in confident mood with the promotion of Richard Nugent to partner in New York. As a support team for the firm’s wider practice, the sharp falloff in instructions for securitized products has had some impact but spare capacity has been absorbed in restructuring assignments, at which the members have a good deal of experience - Chapter 11 bankruptcies in which the tax lawyers have advised include Northwest Airlines. The tax practice has also benefited from the Cadwalader, Wickersham & Taft LLP push into private equity. Clients confirm a service-oriented and commercial approach to instructions.

In a recent transaction practice members advised Pfizer in its $68bn offer for Wyeth. Previous mega deals which have required tax input include the Procter & Gamble acquisition of Gillette.

CLIENTS: Clients include Merrill Lynch, Goldman Sachs, Republic Bancorp, Morgan Stanley, UBS, Credit Suisse, Bank of America, Xstrata, JetBlue Airways and CSX.

INDIVIDUALS: New York-based Linda Swartz, co-chair of the practice, is a heavy-weight in the major transactions and has represented numerous global companies - she is ‘unfailingly calm and helpful through difficult negotiations’.

Fried, Frank, Harris, Shriver & Jacobson LLP

PRACTICE: Fried, Frank, Harris, Shriver & Jacobson LLP’s tax practice is weighted towards New York with a significant Washington DC presence. The practice is evenly balanced between partners and associates and clients note that work is delegated and supervised extremely well. Clients also comment that ‘the quality of the service is excellent’ and commend the lawyers for ‘very high levels of dedication and swift response’. The broad practice has remained busy in the economic crisis as instructions shift from transactions to restructuring and workouts. Strong in M&A and finance, it also has niches including real estate, insurance and investment fund taxation.

Recent major transactional instructions include counseling Dow Jones in its $5.6bn merger with Rupert Murdoch’s News Corporation and advising APP Pharmaceuticals in its acquisition by German global healthcare group Fresnius.

The practice has advised a large number of managers and issuers in capital market debt issues including global offerings. Virgin Media, the Delaware incorporated parent of the UK trading group, was advised in connection with a $1bn offering of senior notes-the deal closed in April 2008.

CLIENTS: Clients include Goldman Sachs Capital Partners, Permira Advisers and New Mountain Capital, Cargill, Kimco Realty, Tishman Speyer, Berry Plastics, Burlington Resources and Merck.

INDIVIDUALS: New York-based Robert Cassanos heads the tax practice - he ‘combines a very commercial approach with robust technical analysis and a drive to construct a tax solution within commercial parameters’. Lisa Levy, in the same office, is expert in funds and insurance taxation and handles cross-border instructions. David Shapiro ‘although a partner, is totally hands-on and committed to the deal -one of the best tax lawyers I’ve worked with in 20 years’. New York based Joel Scharfstein is recommended for partnership taxation. Washington DC-based Alan Kaden, ‘sound and practical’, offers great breadth in corporate tax from M&A structuring to planning, and Michelle Gold is ‘very informed, responsive and thorough’ and highly rated for advice to hedge and private equity funds.

McDermott Will & Emery LLP

PRACTICE: McDermott Will & Emery LLP’s New York office houses some of the firm’s most experienced tax lawyers, including a strong state tax group with wide experience of high-value local tax instructions across the US. In Washington DC, key areas of expertise include transactions, real estate taxation and partnerships. The East Coast offices are also able to leverage off the wider domestic network and the firm’s considerable capacity in federal tax work.

Significant recent instructions include the highly complex restructuring of the corporate group and the wines and spirits operations of Diageo US, an 18 month, tax-intensive project which concluded in July 2008. The practice also provided state tax counseling to Bayer Corporation in two comprehensive multistate projects.

CLIENTS: Tax practice clients include Goldman Sachs, Chevron, Morgan Stanley, Metropolitan Life Insurance, DaimlerChrysler, AstraZeneca, Eli Lilly, Pfizer, Prudential Financial, Kodak and Johnson & Johnson.

INDIVIDUALS: McDermott Will & Emery LLP’s New York team includes ‘superbly analytical and precise’ Arthur Rosen, who handled the Bayer instruction and chairs the firm’s nationwide state and local tax practice, and Thomas Giegerich, ‘a brilliant lawyer’ who led the team advising Diageo. In Washington DC, Blake Rubin is recommended for partnership and real estate taxation.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

PRACTICE: Paul, Weiss, Rifkind, Wharton & Garrison LLP’s tax practice is commended for working well with corporate partners to produce ‘one of the most integrated corporate transaction and tax teams I’ve worked with’. The practice ranks as an excellent quality general practice which adapts expertise to changing circumstances. The firm’s strong bankruptcy practice has replaced the M&A team is the main source of intra-firm referrals although new instructions are coming in for spin-offs, group restructurings and acquisition assignments from private equity sources.

The practice represented Ore Hill Capital Partners, a major US credit specialist fund manager, in connection with the sale of a 50% interest in Man Group which was simultaneously closed with an agreement by Ore Hill to acquire 50% interest in Man Group’s European credit manager subsidiary, Pemba Credit Advisers. It also advised Citigroup in connection with $10bn cash offer to acquire control of Nikko Cordial Corporation, a Japanese securities brokerage and investment banking firm - the deal was the largest ever acquisition of a Japanese company by a non-Japanese firm.

CLIENTS: Clients include TowerBrook, the Carlyle Group, Intelsat, General Atlantic Partners, Eton Park, Oak Hill Capital Partners, Brown Brothers Harriman, Avenue Capital, Reservoir Capital, Whitney & Co, Wasserstein & Co, Lazard and Soros Fund Management.

INDIVIDUALS: Jeffrey Samuels, co-chair of the practice, ‘gathers details and identifies issues very quickly’. Richard Bronstein, fellow co-chair, who led in the Ore Hill Capital matter, has a practice which includes international and controversy instructions. David Sicular ‘is an intellectual powerhouse in a group of smart people’ with wide experience of bankruptcy and reconstruction. David Mayo, ‘is a pleasure to deal with and gives clear, concise advice’. Peter Rothenberg, the elder statesman of the practice is ‘a real lawyers’ lawyer’. All are based in New York.

Simpson Thacher & Bartlett LLP

PRACTICE: Simpson Thacher & Bartlett LLP’s seven-partner US tax practice is based in New York. Members of the team worked closely with the M&A, private equity and capital markets departments providing ‘extremely high levels of service’ according to clients. The firm attracts some market leading instructions which require high levels of tax expertise.

In a January 2009 instruction, the firm was appointed to represent Wyeth, the global pharmaceuticals company, in connection with its proposed sale to Pfizer in a cash and stock transaction valued at $68bn - tax practice lawyers are members of the multidisciplinary advisory team. In one of the first debt offerings by an Asian corporate issuer since the onset of the global liquidity crisis, tax practice members assisted with the representation of leading banks including Citi and Goldman Sachs when POSCO, the Korean steel manufacturer, made a note offering of $700m.

CLIENTS: Clients include KKR, Blackstone, Silver Lake, Carlyle, JPMorgan, NXP Semiconductors, the Nielsen Company, McKesson, Google and Sirius Satellite Radio.

INDIVIDUALS: Steven Todrys, acting in the Wyeth transaction, is highly rated for his M&A expertise. John Hart is recommended for private equity transactions. Gary Mandel and John Creed are strong practitioners with wide experience in transactions. All partners practice from New York.

Dechert LLP

PRACTICE: The partners in Dechert LLP’s US tax practice are mostly deployed between Philadelphia and New York. Clients comment on ‘good, accurate and responsive service’ with the slight reservation that ‘the senior tax professionals are very good and responsive but at times the juniors seem overburdened’. The practice provides tax support to the strong flow of Dechert LLP transactional work in which the firm has particular strengths in financial services, real estate, the travel industry and hedge funds. Several tax partners practice in associated disciplines so less complex deals are handled efficiently and economically. The practice generates approximately one fifth of its own work through the direct provision of tax advice to long-standing public company clients and portfolio companies.

The practice represented Symbol Technologies in its $3.9bn sale to Motorola, a merger of two publicly-traded companies which required substantial tax advice throughout the structuring of the transaction. The tax practice was also involved in the representation of Worldspan and its major stockholders in the $1.4m merger with Travelport, and the simultaneous recapitalization of the combined enterprise.

CLIENTS: Clients include Arrow International, Calyon Securities, Capmark, Centre Partners, Covance, Credit Suisse, Getty Images, Strategic Industries and Symbol Technologies.

INDIVIDUALS: Dechert LLP’s Philadelphia-based Richard Wild is ‘an outstanding tax professional and a great client service tax partner’. Boston-based Adrienne Baker specializes in investment companies of all types, including hedge funds and private equity and has a niche expertise in the tax aspects of IP.

Dewey & LeBoeuf LLP

PRACTICE: Dewey & LeBoeuf LLP fields some 30 tax partners handling a wide range of transactional and tax planning instructions, as well as tax controversy. The global tax practice numbers over 100 attorneys. Dewey & LeBoeuf LLP’s 2007 merger has now settled and a clearer identity to the tax practice is emerging. It is attracting significant transactional work and advisory instructions as well as leveraging the expertise of the legacy firms in insurance, captive insurance and financial products. Clients are complimentary about service standards and quality of advice received.

In February 2009, Dewey & LeBoeuf LLP tax attorneys were on the team which represented MBIA, the world’s largest monoline insurer, when the company established a new US public finance bond insurance company through a restructuring of its principal insurance subsidiary, MBIA Insurance.

The practice represents Canadian-quoted oil and gas major EnCana, which is 40% owned by US investors, and advised in connection with the US tax aspects of the spin-offs of its integrated oil business. The transaction is structured to be tax free in both Canada and the US. Advice was also provided to a major entertainment corporation on the spin-off of a business unit which was subsequently combined with a separately owned trading operation - with substantial input from Dewey & LeBoeuf LLP’s tax attorneys the transaction, incorporating a pre-acquisition dividend, was structured in a manner which achieved an IRS private letter ruling.

CLIENTS: Clients include General Electric, Bertelsmann, Bank of New York, BNP Paribas, Citigroup, Goldman Sachs, Walt Disney and HCA.

INDIVIDUALS: Gordon Warnke, New York-based chair of the practice is ‘technically strong, very well organized with an impressive command of complex law and excellent contacts with the IRS’. In Washington DC, Joseph Pari, is ‘creative, knowledgeable and very pleasant to work with’. George Abramowitz led the tax lawyers in the MBIA instruction.

Latham & Watkins LLP

PRACTICE: Latham & Watkins LLP’s New York and Washington DC tax practice has established an impressive client-loyalty which garners such comments as ‘ Latham & Watkins LLP is our go-to firm, the first choice any major matter’ and ‘we have used the firm before for corporate work but never for tax, and not for a major transaction such as the one just completed - on the basis of our experience I would certainly use the firm again’. The practice structures numerous complex domestic transactions from a strong client following in the industrial sector. Strengths in real estate, and the hi-tech and healthcare sectors, where IP issues cross over with tax, are impressive.

Representative deals to which East Coast tax practice members have contributed include advising Axcan Pharma in merger control filings connected to its acquisition by the limited partnership established by private equity managers TPG Partners.

CLIENTS: Clients include BC Partners, Citicorp North America, IsoTis, KB Home, Macquarie Bank, Mattel, and Renovis.

INDIVIDUALS: In New York, David Raab is frequently seen in complex, high-value, cross-border
transactions, ‘has the ability to distil complicated tax clauses down to their core meanings and explain them to non-tax people’. Also in New York, Lisa Watts, who has experience of REITs within a broad corporate practice, ‘provides excellent service-very responsive and accessible 24/7’.

White & Case LLP

PRACTICE: White & Case LLP’s US tax practice is biased towards international work but certainly does not lack competence in the domestic arena. It is very strong on M&A and restructuring whether undertaken for tax efficiency or in distressed circumstances. The practice frequently advises in major securities transactions and claims several major long term clients which instruct in numerous, varied projects. Clients comment that the practice provides ‘excellent, timely service backed by a deep technical knowledge’.

The firm’s strength in the aviation sector is noteworthy, and the practice has advised Babcock and Brown and Boeing Capital Corporation for over 20 years through numerous domestic and cross-border instructions, ranging from operating leases to lease-financing of aircraft.

In recent instructions, practice lawyers assisted Starwood Capital in the formation of private investment funds for hotel and hospitality-related real estate investment worldwide. In an interesting controversy matter, the practice is representing Verizon Wireless in the first litigation by a cell-phone company over its entitlement to the refund of the telephone excise tax - the case presents novel issues as the tax was established before wireless phones came into use.

CLIENTS: Clients include ABB, Allianz Capital Partners, Carlyle, Conoco Enterprise Investors, ING Real Estate, JPMorgan Chase, Maxxam, Mirant Corporation, Pitney Bowes, Royal Ahold, Quad-C, Starwood Capital, UBS and Pratt & Whitney

INDIVIDUALS: In New York, James Hayden is recommended for the tax aspects of corporate financing, particularly aircraft finance, in which he ranks as a national leader. David Dreier ‘impresses with his tax expertise’. In the Miami office, Lawrence Gragg is ‘excellent for state tax work’ and recommended for Florida state tax controversy.

Chadbourne & Parke LLP

PRACTICE: Chadbourne & Parke LLP’s East Coast tax practice numbers 20 fee-earners with a high ratio of partners. The practice is substantially based in New York with a smaller representation in Washington DC. Clients confirm high quality service standards and the tax expertise to handle complex instructions. Several of the partners have held senior tax positions in the US Treasury and professional associations. The practice has a strong track record of successfully completing challenging transactions both domestic and international.

In May 2008, the tax practice contributed to the team representing ArvinMeritor on the spin-off of its light vehicle systems business to the shareholders in a new company, Arvin Innovator - the proposal, structured as a pro rata tax-free dividend, was expected to complete in the second quarter of 2009 following satisfaction of customary conditions including receipt of a tax ruling from the IRS. The practice also advised Fortune Brands and its Beam Global Spirits & Wine subsidiary in the acquisition of Cruzan Rum - the deal closed in September 2008.

Tax lawyers are also assisting the bankruptcy and restructuring team on three of the largest Chapter 11 bankruptcies filed in 2008, Tribune Company, TOUSA and VeraSun Energy.

CLIENTS: Clients include GLG, Rockwell Automation, Purdue Pharma, Morgan Stanley, Citigroup, ArvinMeritor, Carlyle, Southern Cross, Conexant Systems, Bessemer Trust, Energias de Portugal, Horizon Wind Energy and Goldman Sachs.

INDIVIDUALS: In Washington DC,Keith Martin is highly rated for transactional work and effective lobbying. In New York, William Cavanagh leads the tax team in numerous complex deals, with Jeffrey Robins and Edouard Markson also recommended. Lawrence Rosenberg is an excellent choice for the tax complications of bankruptcy and restructuring.

Cooley Godward Kronish LLP

PRACTICE: Cooley Godward Kronish LLP’s tax practice, although substantially based in New York, functions country-wide. Combining the strengths from the legacy firms which came together in the 2006 merger has taken some time but, with new co-chairs for the practice in place and modest organic growth, progress is now visible. Significant strengths in the tax offering tend to mirror the sectors in which the firm is most involved, investment funds, M&A and other transactional matters, and the solid generalist corporate full-service which includes the range from planning to employee benefits.

Recent transactional highlights include representation of NASDAQ listed Macrovision Solutions in its $2.8bn stock and cash acquisition of Gemstar-TV Guide International as well as the related financing transactions. The practice also assisted pharmaceutical pioneer Serenex, owner of a promising cancer treatment, in a spin-off of selected assets prior to its cash acquisition by global giant Pfizer for $250m.

CLIENTS: Clients include Adobe Systems, eBay, ITT Industries, MetLife, Gilead Sciences, Coltec Industries, Dover Corporation Hartford Group, Walter Industries and Verizon.

INDIVIDUALS: Cooley Godward Kronish LLP’s New York office houses practice co-chair Phillip Gall who brings a particular focus to partnership and real estate taxation - he is commended as ‘on top of the issues and very helpful and creative in solving problems’. Also in New York, Lesse Castleberry is nominated by clients as an expert in the complexities of subchapter K of the Internal Revenue Service code - which covers the partnership structures generally preferred by hedge funds.

Fowler White Boggs P.A.

PRACTICE: Fowler White Boggs P.A. fields one of Florida’s largest tax practices, which was unaffected by the amicable demerger of the firm’s insurance group. From the numerous expressions of client satisfaction with the service provided, it clearly understands its market. Strong in business tax advice, in planning, transactions and in controversies, it also addresses high-net-worth individuals and estates. Many major clients are headquartered outside the state and instruct in federal tax matters as well as local tax issues. Clients commend the practice as ‘proactive and responsive’ and ‘clearly very thorough and knowledgeable but not running the hours up unnecessarily’. The individual professional relationships established at the Florida Department of Revenue which ‘help in getting cases resolved’ are appreciated.

Recent confidential instructions include assisting an Orlando headquartered technology company with cross-border investment in Latin America. The practice is also advising in the high-profile $1.75bn deal in which the State of Florida will repurchase the environmentally sensitive Everglades from US Sugar.

CLIENTS: Clients include NBC, Vivendi, Citibank, Sprint World Petroleum Cemex, Champion Brands, Compass Bank, Delta Global Services, Lykes Brothers, Phoenix Aviation Managers and Progressive Insurance.

INDIVIDUALS: In Tampa, tax practice leader Mitchell Horowitz, ‘was impressive and easy to deal with in a complex dispute which was masterfully handled’. Also in Tampa, Hunter Brownlee is recommended for both federal and local tax advice and Darren Farfante combines his tax practice with bankruptcy expertise.Tallahassee houses widely experienced William Townsend, the state and local tax practice leader, an expert in a multi-state taxation, and Rex Ware, who ‘is very knowledgeable in sales in land use tax law and skillfully crafts clear and concise letters’.

Kirkland & Ellis LLP

PRACTICE: The Kirkland & Ellis LLP New York tax practice is about half the complement of the main Chicago offering but, thanks to efficient inter-office co-operation, the full resources of the firm are available to East Coast clients. The New York practice not only contributes to the Kirkland & Ellis LLP domestic transactional and investment fund strengths but is, perhaps, more closely involved with multi-jurisdictional work than the Chicago group.

Kirkland & Ellis LLP boasts an extremely strong reputation for transactional work which, in normal times, generates a strong deal flow requiring significant tax advice. In one of the rare $1bn-plus deals to close during 2008, the New York
practice represented Apax Partners in the $1.4bn going-private acquisition of Tri-Zetto Group.

CLIENTS: Clients include Bain Capital, GTCR, 3M, Aon, Bank of America, Boeing, Honeywell, Alcoa, Kraft, Motorola, Sara Lee, Siemens, Time Warner and United Airlines.

INDIVIDUALS: In New York, Patrick Gallagher is highly recommended for corporate transactional tax advice and structuring and Sara Zablotney has established a useful expertise in outsourcing agreements within her wider corporate tax practice. Greer Phillips has an ‘outstanding knowledge of US and international tax law’. Steven Clemens is instructed by numerous private equity funds, as well as handling complex domestic and cross-border M&A transactions.

McKee Nelson LLP

PRACTICE: McKee Nelson LLP is best known for controversy and transfer pricing representation, although the planning and transactions practice has wide experience of structuring complex business transactions and restructuring. Clients confirm that they constructive commerciality underpins the tax advice offered. However, the practice lost structured finance tax expert David Nirenberg to Ashurst LLP in early 2009.

Practice members were brought into the team when McKee Nelson LLP was brought in to advise JPMorgan Chase on a critical aspect of its acquisition of the Bear Stearns companies which involved the sale of a portfolio of assets formerly owned by Bear to a newly-formed Delaware limited liability company, whose sole managing member is the Federal Reserve Bank of New York.

The practice is also assisting a major oil producing and refining company on thefeasibility assessment which is considering the demerger of activities into two separate publicly traded companies.

CLIENTS: Clients include Dow Chemical, GlaxoSmithKline, Sears Roebuck, Credit Suisse, Deutsche Bank and GE Capital.

INDIVIDUALS: Scott Farmer and Robert Katcher, both based in Washington DC office are recommended, as is Gary Huffman.

Proskauer Rose LLP

PRACTICE: Proskauer Rose LLP’s East Coast tax practice is substantially housed in New York with representation in Boston and Boca Raton, Florida. The complement of some 45 lawyers provides ‘a quality service to the highest standard’ to a wide range of businesses, financial institutions and not-for-profit organizations. The practice has a strong following for its real estate expertise.

In an acquisition instruction which closed in July 2008, the practice represented Icahn Enterprises to acquire a majority interest, through a newly formed subsidiary, in Federal-Mogul, and automotive component manufacturer. It is also representing a group of Lehman Brothers managers in a management buy out of a majority interest in the Lehman asset management division which includes Neuberger Berman - the 51% interest will be acquired through a newly formed vehicle, while Lehman Brothers will retain a 49% stake.

In a 2008 real estate instruction, Boston Properties was assisted in its acquisition of a portfolio of New York commercial buildings including the General Motors Building on Madison Avenue - the $3.9bn deal was structured as a cash and assumption of debt offer.

CLIENTS: Clients include Wellcome Trust, The Leonard Bernstein Office, Ares Management, JPMorgan Chase, Alpine Group, Foot Locker, Cooper Union University, Madonna, Metropolitan Museum of Art, and Miller Brewing.

INDIVIDUALS: In the New York practice, Stuart Rosow, co-chair of the transactional tax practice, is ‘technically skilled, creative and hard-working as well as having the rare ability to present issues in a manner that is fully comprehensible’, Jacob Friedman heads the not-for-profit tax group and acts for pension fund master trusts and other major tax-exempt institutions, and Amanda Nussbaum is recommended for investment fund instructions. In Boston, Arnold May is recommended for investment fund and private equity work.

Steptoe & Johnson LLP

PRACTICE: Steptoe & Johnson LLP’s transactional tax practice receives instructions for complex tax work from a number of blue-chip public and private corporations and not-for-profit institutions. The comparatively small practice, with four Washington DC-based partners, works alongside the larger controversy group, and an EBEC practice.

Steptoe & Johnson LLP’s tax practice has tended to non-contentious corporate work tax such as complex restructuring, recapitalization of subsidiaries, and public to private company conversions. Key areas of expertise include exempt organizations and tax issues for life, property and casualty insurers.

The practice recently represented German- headquartered Henkel in the $2.7bn acquisition of the adhesives and the electronic materials businesses of Akzo Nobel-the work included advising on the tax aspects of the acquisition and restructuring the international operations as well as negotiation of key tax provisions in the contract.

CLIENTS: Clients include Koch Industries, Electronic Arts, Gillette, Hewlett-Packard, Liberty Media, MassMutual, Phoenix Mutual Life, Royal Bank of Canada, Westpac and WR Grace and Company.

INDIVIDUALS: Head of tax practice Mark Silverman is widely experienced in insolvency and bankruptcy tax issues and is also called to contribute to corporate tax policy development by the staffs of congressional committees, the Treasury Department and the IRS. Philip West is recommended as an excellent corporate tax practitioner with considerable experience of international transactions. Lisa Zarlenga combines a transactional and controversy practice and is recommended for restructuring assignments.

Sullivan & Worcester LLP

PRACTICE: Sullivan & Worcester LLP’s Boston-based tax practice provides a comprehensive service including controversy, transactional and international advice in federal and state taxes. Practice clients include publicly and privately owned corporations, not-for-profit institutions and high-net-worth individuals.

Recent instructions include representation of a quoted corporation before the Massachusetts Appellate Tax Board in a dispute concerning the business purpose and economic substance of a reorganization - the tax at issue is likely to exceed that in any taxation case previously brought before a Massachusetts court. Lawyers have also advised in numerous REIT formations and represented Wilton Capital, an Irish-based sponsor, in the structuring and formation of a US REIT to raise capital in Ireland for investment in the US commercial real estate sector.

CLIENTS: Clients include Hancock Natural Resources, Comcast and American Tower Corporation.

INDIVIDUALS: Ameek Ponda leads the practice group and is known for his strong corporate tax practice which includes cross-border financings and acquisitions. Michael Davis is recommended for high value estate planning. Both attorneys are based in Boston.

DLA Piper

PRACTICE: DLA Piper’s US national tax practice is chaired from New York and tax lawyers are also housed in Baltimore, Boston and Washington DC. The practice has been through a period of rapid growth, including the January 2009 promotion of Jeffrey Korenblatt to partner in Washington DC. Expansion at the associate level may be too rapid since one client comments that service standards could improve, if ‘it was ensured that new associates are put in the right role for success’. Comment about partners is much more positive and at this level, the practice is complimented on expertise and client support. The global firm generates the full range of tax work and the DLA Piper tax attorneys have developed particular expertise in sectors such as life sciences, real estate and infrastructure projects.

In an ongoing instruction, the practice is representing Adelphia Communications in federal and state tax issues connected with its bankruptcy reorganization and has successfully generated returns to creditors well beyond the initial expectations. DLA Piper also advised Invitrogen in its $6.7bn merger with Applied Biosystems, a deal complicated by volatile stock movements which threatened the tax free status of the transaction.

CLIENTS: Clients include Port Authority of New York and New Jersey, Veolia Transportation, and Quest Turnaround Advisers.

INDIVIDUALS: New York-office chair Bruce Wein has ‘the overall expertise in corporate tax which makes him the type of adviser we rely on when making key decisions’.

Kramer Levin Naftalis & Frankel LLP

PRACTICE: Kramer Levin Naftalis & Frankel LLP’s tax practice is focused on serving businesses with an emphasis on M&A and, increasingly, restructuring. Clients indicate a high level of satisfaction with the lawyers who ‘gave us top-quality advice in a number of complex issues’. There is also positive comment about the excellent level of partner contact and involvement in instructions. The practice is broad and deep with particular expertise in private equity and business sectors including finance, entertainment, sports and real estate.

The practice recently represented a global provider of technology services to the gaming industry on a major refinancing which included a new $850m credit agreement and a high yield bond offering crossover $200m in senior subordinated notes in a private offering to institutional buyers.

CLIENTS: Clients include Aldabra 2 Acquisition, Modern Consumer, Pali Holdings Asset Management, Stone Point Capital, AIG, York Capital Management and Scientific Games Corporation.

INDIVIDUALS: All members of the practice are based in New York. Howard Rothman, the chair of the tax practice, ‘understands tax law well but also knows that clients want to solve real-world problems with practical solutions rather than theoretical possibilities’. Maria Jones has a federal and state tax planning and controversy practice, she has ‘the ability to listen and manage, to analyze and document, to clarify and synthesize’. Philip Weingold is ‘an impressive lawyer with high ethics and common sense’.

Ropes & Gray LLP

PRACTICE: Ropes & Gray LLP’s transactional tax practice is substantially housed in the Boston headquarters with smaller representation in New York and Washington DC. The practice attracts some very good quality work from leading investment banks and private equity managers as well as serving businesses and the not for profit sector. It is known for its expertise in intellectual property taxation, and clients confirm high levels of integrity and competence.

In recent instructions, the practice advised an informal committee of institutions holding $5.6bn of assets-backed commercial paper issued by an affiliate of private equity firm KKR on the tax aspects of restructuring the debt-working with the bankruptcy and restructuring practice, the restructuring was successfully negotiated.

CLIENTS: Ropes & Gray LLP clients include Domino’s Pizza, AstraZeneca, Goldman Sachs and MassMutual.

INDIVIDUALS: In Boston, Eric Elfman is highly rated for structuring transactions. Also in Boston, Susan Johnston, ‘very precise, very analytical’, is expert in the taxation of regulated investment companies.

The tax practices of the firms based on the West Coast have kept pace with the growth in the economy over the last quarter of a century but the larger firms now have a nationwide and international agenda which allows tax expertise to be drawn from out of the region.

This section covers those firms and lawyers having significant regional practices on the West Coast or particular expertise of wider application.

Gibson, Dunn & Crutcher LLP

PRACTICE: Gibson, Dunn & Crutcher LLP’s tax practice has established a strong position in the Californian corporate market, although the expertise of the excellent team in federal and state taxation is available nationwide. The economic crisis has changed the rhythm of work with a significant drop in transactions and an increase in restructuring and bankruptcy assignments. Controversy matters are taken in by the practice but generally come from existing clients subjected to IRS audits. Clients comment on ‘a business minded approach’ and ‘well-managed work with available partners and correctly supervised associates’.

The practice has traditionally been very strong in private equity and met the expectations of the Californian entertainment, media, technology, and life sciences sectors, but for the most part does not specialize and is commended for depth of knowledge and breadth of experience.

Tax attorneys were brought into a team established by Gibson, Dunn & Crutcher LLP’s media and entertainment group to represent Vivendi in connection with the tax-free spin-off and subsequent merging of the Vivendi games division with Activision to create Activision Blizzard in a transaction valued at $18.9bn. The practice also advised in the complex structuring of a multi-million dollar gift to Chicago University.

CLIENTS: clients include BCBG Max Azria, Bionics Trust, Specialized Technology Resources, Wesco Aircraft, Pitney Bowes, Tyco Electronics, Nortel Networks, Cingular Wireless, Neopets, The Williams Companies, Covidien, Washington Mutual and Intel.

INDIVIDUALS: Los Angeles-based partner Hatef Behnia is a veteran of numerous complex high-value deals and ‘never misses a detail or opportunity, and explains options clearly without wasting words’. Also in Los Angeles, Stephen Tolles is regarded as ‘outstanding, a good ally in an appeal’ and also has wide experience in private equity taxation.

Fenwick & West LLP

PRACTICE: Fenwick & West LLP is a leader in servicing the technology and life sciences sector and has developed a tax group to match. A consistent record of advising technology companies from start-ups to major multinationals has established an enviable reputation. The practice, which numbers some 20 attorneys, is based in the firm’s Silicon Valley office. Strength in international tax has been building, particularly in Asian markets. Clients comment on ‘a truly entrepreneurial approach-the tax expertise is applied to our business problem, we don’t get swamped with technicalities’.

In early 2008, the practice represented Carlyle Group as special tax counsel in the sale of its portfolio company Hispanic Teleservices to Paris Stock Exchange quoted Teleperformance, the first exit by the Carlyle Mexico buyout team. In February 2009, tax lawyers assisted Cisco Systems in an unsecured senior note issuance program totaling $4bn. In March 2009, practice attorneys were again required on the multidisciplinary group advising Cisco on its proposed acquisition of San Francisco-based Pure Digital Technologies, a $590m stock-based merger.

CLIENTS: Clients include Apple, CMI International, Daimler Chrysler, Limited Brands, Textron, IGN Entertainment, Electronic Arts, Cisco Systems, Symantec, Application Networks and Savi Technology.

INDIVIDUALS: All tax attorneys practice from Silicon Valley. Practice head David Forst is ‘energetic, knowledgeable and a joy to work with’ and is recommended for the most complex and high-value transactions and structuring. James Fuller who acted for Carlyle, is ‘immaculate - commercial from beginning to end’.

Latham & Watkins LLP

PRACTICE: Latham & Watkins LLP’s West Coast practice, substantially based in the firm’s headquarter city of Los Angeles, is available to the global network but also meets the demands of the Californian market. The practice, with 10 partners and some 15 associates is large enough to offer a comprehensive service, with specific regional expertise in the technology and pharma sectors. Instructions also flow from Asia, for both inward and outward investment, and the Los Angeles practice works closely with the Japanese and Chinese offices. The practice has been strengthened by the recruitment of Kurt Switzer as partner in Silicon Valley; he was previously with Ernst & Young.

Until the economic downturn, tax practice instructions were, to a large extent, transaction driven although now restructuring and bankruptcy issues have increased.

The practice recently advised AECOM Technology on several tax issues related to its acquisition of Earth Tech, a consulting business in the construction sector, for $510m. Further advice was required on the sale by AECOM of Earth Tech’s Mexican business to Japanese buyers. Los Angeles lawyers also advised Gracenote on the sale of the company to Sony for approximately $260m.

Intellectual property tax issues were involved when the Los Angeles practice represented QLT on the sale of the worldwide rights to Aczone, a prescription medicine for acne treatment.

CLIENTS: Clients Amgen, Oracle, R2 Technology, Icos, FileNet, Axonyx, Allergan, Sabre Holdings, Advanced Micro Devices, Ericsson, Comstar, Kilroy Realty, Kimco, Maguire Properties, National Golf Properties, Carlyle, Apollo Management, Goldman Sachs and Odyssey Partners.

INDIVIDUALS: In Los Angeles, Samuel Weiner is co-chair of the transactional tax practice and Laurence Stein is chair of the global tax practice - both are experienced lawyers who continued to handle complex instructions. Also in Los Angeles, Michael Brody, has a strong REITS practice within a wide expertise. John Clair, managing partner of the Los Angeles office, is vastly experienced in major transactions and financing.

Morrison & Foerster

PRACTICE: Morrison & Foerster’s four-partner West Coast tax practice’s strongest suit is in state and local tax advice. The firm’s strong corporate following generates numerous complex and challenging state tax disputes which are tackled with ‘a can-do attitude which seems to go from top to bottom’, according to clients. The practice acts for numerous multinational and major US domestic corporations not only in California but in virtually every US state. Attorneys from the practice have been involved in some of the major precedent cases including several which have reached the US Supreme Court.

The practice does not confine itself to controversial state tax issues. It contributes to planning and consultation exercises with clients to consider a range of taxes including sales taxes, local business taxes and capital stock taxes which may result in reorganizations for reasons of tax efficiency. Lawyers also conduct due diligence exercises on the state tax and local implications of M&A transactions.

Representations include assisting Hallmark in the corporate income tax controversy in New York State - the tribunal held that the state could not force the state-resident trading company to be combined with its out-of-state parent for New York State purposes. In Colorado, practice attorneys successfully represented Kroger when the Colorado District Court held that the corporation and certain affiliates could not be forcibly combined with other subsidiaries that had no nexus with Colorado.

The practice is not so visible in federal tax advice, although instructions are handled for the firm’s large following of private equity managers and other investors. Members of the team certainly have the ability and expertise to support complex transactional and restructuring instructions.

CLIENTS: Clients include Bristol Myers-Squibb, Citicorp, Control Data, General Motors, Hallmark, Sherwin-Williams, Sony, Sumitomo, Wells Fargo, and WR Grace & Co

INDIVIDUALS: In San Francisco and with a subsidiary office in Denver, Thomas Steele is a robust state tax specialist familiar in the courts and boasts an established a niche in the tax complexities of the telecoms market. Sacramento-based Eric Coffill, who heads the state tax practice, has long experience both as a lawyer with the California Franchise Tax Board and in private practice. For transactional tax advice Robert Cudd, who ‘knows business as well as the law’, is recommended for corporate structuring, REITS and other investment funds work as well as cross-border matters

O’Melveny & Myers LLP

PRACTICE: O’Melveny & Myers LLP’s domestic tax practice is centered in the firm’s five West Coast offices and is well-connected with the regional technology and bio-science sector as well as the film and television industries. Other members of the practice are based further east, and the Washington DC office in particular contributes to the more demanding instructions. It has a reputation for supporting entrepreneurial start-ups and growing with them, a good example being the recent representation of Napster and its directors in the approved sale to Best Buy Company for a $121m cash consideration.

In an instruction which highlights the nationwide penetration of the practice, Los Angeles partners provided the tax advice to Midway Investment & Development when the consortium won the $2.5bn bid for a 99 year concession to operate Chicago’s Midway Airport. The deal was settled in principle in September 2008 and approved by Chicago City Council in March 2009.

The practice has also recently advised in a major film financing agreement structured through a new partnership between a hedge fund, an individual and other production company-ongoing advice will be provided in connection with debt structuring and syndication.

CLIENTS: Clients include Clarity Partners, KKR, Lockheed Martin, Qwest, Trust Company of the West, McDonnell Douglas Real Estate Company, San Francisco Giants, International Game Technology and Western Digital Corporation.

INDIVIDUALS: Los Angeles-based Robert Fisher, recommended for transactions, led in the Midway Airport instruction. In Century City, Robert Blashek is a highly talented practitioner on both federal and Californian income tax matters who was handled numerous bankruptcy and work-out assignments. San Francisco-based Peter Ritter has an expertise in tax advice for structured finance transactions and REITs within his general tax practice.

Paul, Hastings,
Janofsky & Walker LLP

PRACTICE: Paul, Hastings, Janofsky & Walker LLP’s tax practice offers ‘good response and client service’. It has a strong following among regional businesses, providing expert tax support in such industry sectors as real estate, hi-tech, pharma and electronics. A strong niche in the tax issues of the aviation industry is noteworthy. International instructions are increasing and the practice recruited two specialist partners during 2008; although based in Washington DC, their expertise is available to the wider practice, as are the skills of lawyers in the other Eastern offices. The practice attracts referrals from the Big 4 accountancy firms.

Lawyers recently represented a market leading US company to establish a joint venture with an overseas company in a similar business. The transaction involved the combination of business units in several states and involved tax sensitive issues such as the preservation of depreciation deductions. The practice serves as special tax counsel to Community Health Systems, an integrated healthcare delivery system in Georgia - a recent assignment required the complex reorganization of the organization from entirely non-profit to a non-profit holding entity with taxable subsidiaries.

CLIENTS: Practice clients include Platinum Equity, KRG Capital Partners and GI Partners, Amgen, AT&T, Hitachi Construction, PepsiCo, Semtech, Toshiba America Business Systems and US Epson.

INDIVIDUALS: Douglas Schaaf, the widely experienced chair of the tax department, is based in the Orange County office. Alexander Lee, who is vice-chairman of the Paul, Hastings, Janofsky & Walker LLP West Coast offices, divides his time between Los Angeles and San Diego - he ‘understands tax law and is very clear in his explanations - very constructive’. In Los Angeles, Nancy Iredale, a previous chair of the tax department, includes controversy in her practice and has a reputation for ‘persuasive negotiation’. In Palo Alto, Thomas Wisialowski specializes in investment fund taxation, and also has a REITs practice.

Baker & McKenzie

PRACTICE: Baker & McKenzie’s West Coast tax practice is substantially based in the Palo Alto. The complement of some 35 lawyers is supported by economists specializing in transfer pricing. The focus of the group is on business tax planning advice and support for transactional instructions. Supply chain reviews are undertaken for multinational companies. Several members of the practice take tax controversy instructions although most of these have wider practices.

The practice recently provided tax advice to Maxim Integrated Products on its acquisition of Vitesse Semiconductors’ storage products business for $63m plus a contingent performance uplift maxing at $12m.

CLIENTS: Clients include Alcon Laboratories, Whirpool and Louisiana Pacific Corporation.

INDIVIDUALS: Palo Alto-based John Peterson, also CPA qualified, is ‘very bright and extremely creative’, particularly in international tax. In the same office, Gary Sprague, is one of the region’s top international tax strategists.

Irell & Manella LLP

PRACTICE: Irell & Manella LLP’s tax practice comprises 19 attorneys, of whom two are elder statesman ex-partners each titled partner emeritus. The larger part of the practice is based in the Los Angeles office with a smaller team in Newport Beach. Irell & Manella LLP is a well-established regional firm providing the high levels of competence which attract top-range regional business and referrals from similar firms nationally and internationally - the tax practice is an important element in the offering.

The practice has developed expertise in the alternative energy sector. Recent instructions include representation of SolarReserve, a builder of utility-scale solar power plants, in connection with its formation, initial capitalization and subsequent $140m preferred equity financing led by a division of Citigroup and Good Energies. In another instance, private equity funds formed jointly by GFI Energy Ventures and Oaktree Capital were assisted in the acquisition of both GoodCents, a developer of energy efficiency programs, and Turbine Generator Maintenance, an independent service provider to the turbine generator market.

In a media sector instruction, the practice represented Zoo Productions, a reality television production company, when it was sold to a UK-based conglomerate, All 3 Media. Tax attorneys also counseled the Herb Alpert Foundation in the structuring of a $30m gift to the University of California, Los Angeles (UCLA).

CLIENTS: Clients include US Biodiesel, Rustic Canyon Partners, GFI Energy Ventures, Angeleno Group, Crescent Entertainments, FDR Management, Wynn Las Vegas, Levine Leichtman Capital Partners, Pacific Life Insurance and Arrow Group.

INDIVIDUALS: Kevin McGeehan is an all round corporate tax expert of high standing. Rob Zeitinger specializes in aviation industry tax issues. Elliott Freier leads in many high-value transactions. Paul Frimmer is expert in personal and the state tax planning, particularly where art assets are involved. All lawyers mentioned practice from Los Angeles.

Orrick, Herrington
& Sutcliffe LLP

PRACTICE: Orrick, Herrington & Sutcliffe LLP’s domestic tax practice, which offers ‘well-considered advice in a timely manner’, is centered in San Francisco, although expertise is also drawn from the West Coast offices in Los Angeles, Sacramento, Seattle and Portland. The New York office also forms part of the nationwide network. The practice lawyers offer a good mix of expertise, with several broad-based corporate tax experts and a small group specializing in the Orrick, Herrington & Sutcliffe LLP niche in public finance and utilities taxation. Noteworthy strengths include REIT taxation and planning for high-net-worth individuals and families.

In a major infrastructure assignment which closed during 2008, the practice represented Transurban in a public private partnership for the $1.6bn financing of a toll lane project for the capital Beltway in Northern Virginia -the financing included a unique tax-exempt bond utilizing new legislation. In an unusual assignment, the practice represented a Native American tribe in connection with a long running IRS audit alleging violations of tax law restrictions on $600m of tax-exempt bonds; the matter was resolved in favor of the tribe after three years.

CLIENTS: Clients include Bonneville Power, City of New Orleans, City of Vernon, Bay Area Toll Authority, Quaker Chemical, Tennessee Energy Acquisition Corporation and Highland Capital Management.

INDIVIDUALS: San Francisco-based George Wolf chairs the practice and is a leading member of the public finance tax group. In the same office Charles Cardall extends his municipal finance expertise into the tax-exempt sector. Also in San Francisco, Grady Bolding is recommended for his REIT advice within a wide practice.

Cooley Godward Kronish LLP

PRACTICE: Cooley Godward Kronish LLP’s seven West Coast partners divide between the California and Colorado offices. In California, tax expertise has grown to service the demanding Silicon Valley corporates which continue to generate a substantial proportion of the firm’s fees. Loyal clients confirm Cooley Godward Kronish LLP’s quality and capacity as well as responsiveness and a ‘can do attitude which produces solutions’.

The Palo Alto partners represented Optasite in its $425m acquisition by SBA Communications in late 2008. The San Diego office advised on the formation and undertook ongoing representation for All Capital Partners-Global Investment Fund.

The tax lawyers in the Broomfield, Colorado office have solid experience of private equity fund formation and partnership issues as well as complex transactional matters. During 2008, Verenium was represented in a $90m bio-fuels partnering and investment transaction with BP. The same team represented Steelpoint Capital Partners in the buyout of the prAna clothing business from Liz Claiborne which required formation of an acquisition vehicle and advice on management equity rollover.

CLIENTS: Clients include Adobe Systems, Coltec Industries, ConocoPhillips, Dover, eBay, Entergy, Gilead Sciences, Goodrich, The Hartford Group, ITT Industries, MetLife, Starwood Hotels, Walter Industries and Verizon Communications.

INDIVIDUALS: Based in Palo Alto, Robert ‘Buff’ Miller is a popular and highly recommended transactions tax specialist. In San Francisco, Susan Cooper Philpot is an accomplished corporate tax practitioner. San Diego-based partner Bill Morrow is client commended for his ‘committed service and ready response’. Mark Windfeld-Hansen, who joined the Palo Alto office as a partner from Heller Ehrman in 2008, adds weight to the transactional tax practice.

Loeb & Loeb LLP

PRACTICE: Loeb & Loeb LLP’s Los Angeles tax practice is directed very clearly at California-based businesses - the firm has recently established a practice group to specialize in serving new media and technology clients which adds to existing specializations in the entertainment industry, real estate and agriculture. The practice has an established reputation for advice to closely-held family businesses requiring competent tax support across the board accompanied by trust and estate planning for the next generation. The practice also advises in some large international transactions, business acquisitions and divestments, investments and controversy. Several multinational Fortune 100 companies utilize the practice for mid-market transactions. Members of the practice also specialize in executive compensation.

CLIENTS: Loeb & Loeb LLP have advised AIG Foundation, Bertelsmann, The Grateful Dead, Univision Music Group, Diana Ross, Vince Gill, Gaylord Entertainment, Sony BMG, Frontline Management, Providence Equity Partners, Hilton Foundation, Cousteau Society and the Arthritis Foundation.

INDIVIDUALS: In Los Angeles, Paul Sczudlo is expert in international tax planning for entertainers, musicians, record companies and the film industry. Stuart Tobisman, also in Los Angeles, is highly recommended for estate and individual tax planning.

Mitchell, Silberberg & Knupp

PRACTICE: Mitchell, Silberberg & Knupp’s five-partner tax practice provides excellent support to the firm’s principal client following of privately-held companies, not-for-profit institutions and high-net-worth individuals and families. The firm’s strong employment law practice has stimulated a significant tax expertise in employment-related issues such as categorization. The practice strength in individual and estate tax planning is also very well developed. Members of the practice accept both state and federal tax instructions of all types.

Recent instructions include structuring tax-exempt bond financing for the purchase and development of a new college campus, and
representation of several clients in disputes over the categorization of workers as employees or independent contractors.

CLIENTS: Clients include Amnesty International, California Community Foundation, California Institute of Technology, Greenpeace, Huntington Library, University of Southern California and World Vision.

INDIVIDUALS: Los Angeles-based David Newman, an expert in a state and individual tax planning, heads the practice. Also in Los Angeles Jeffrey Davine, who served as an attorney with the IRS, has handled a wide range of instructions including employee-related federal and state disputes.

Instructions with an international element continue to increase. The unwinding of foreign investments dealing with distressed assets located in overseas jurisdictions is keeping lawyers busy and demanding tax practice time. Global corporations are looking at internal structures with an eye to tax efficiency. It is, therefore, not surprising that despite downsizing in some areas, tax practices are not only unaffected but firms complain about the difficulty of finding the right caliber of candidate for lateral hire.

Clients generally confirm high levels of satisfaction with tax advice rendered. It is clear that high partner ratios are appreciated; ease of partner contact and the observable management of assignments by partners are highly valued.

All the firms mentioned have a claim to be considered for international tax instructions. In some cases niche expertise in a particular industry or aspect of the law is highlighted. In other instances, the firm is recommended for the global megadeals, in others for the smaller and mid-tier transaction or planning instruction required by a privately-held corporation. Tax lawyers are expensive and potential clients are recommended to consider their requirements carefully before making their choice.

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s New York-based US tax practice includes international instructions within a comprehensive offering and according to clients, ‘the interaction between international offices is seamless’. The accomplished US tax practice in London, which is so important to the high standard of cross-border service, is underpinned by the long-term placement of an experienced US tax partner in the London office. The Paris and Frankfurt offices are also important contributors. While the main concentration of international work in recent years has been in M&A transactions, the practice also has wide experience in global capital markets and structured finance.

In a high-profile appointment which reflects the Cleary Gottlieb Steen & Hamilton LLP ability to meet the challenges of a changing market, tax advice was provided to Temasek and the Korean Investment Corporation on investments in Merrill Lynch during the summer of 2008. In other instructions involving sovereign investment funds, the tax practice was instructed by Citigroup in both the $7.5m sale of convertible securities to the Abu Dhabi Investment Authority and the subsequent $12.5bn equity offering to investors including the Singapore Investment Corporation and the Kuwait Investment Authority.

The US tax practice also counseled the underwriters, led by Kotak Mahindra Capital and UBS Securities India, in the $2.93bn initial public offering of Reliance Power, the major Indian power generation company.

In October 2008 Cleary Gottlieb Steen & Hamilton LLP tax attorneys in New York and London assisted Bank of America in the sale of its prime brokerage operations to BNP Paribas and also advised Dexia, the global public sector financial services provider, on all aspects of its €6.4bn recapitalization plan which included injections by Dexia’s Belgian shareholders and the governments of Belgium, France and Luxembourg.

CLIENTS: Clients assisted by the international tax practice include Goldman Sachs, Manitou Group, NYSE Euronext, Bank of America, Capital One, American Express, The Stanley Works, Evraz Group, Verisign, Grupo Petersen, ING Group, Stora Enso Oyj, Mittal Steel, Banco Bilbao Vizcaya Argentina, Credit Suisse, and HSBC Securities.

INDIVIDUALS: Highly recommended in the New York office is Leslie Samuels ‘incredibly brainy and knowledgeable - he really is the tax encyclopedia’, who brings his experience at the US Treasury Department and the OECD to the practice. Yaron Reich has a strong international tax practice with niche expertise in banking, the financial sector and cross-border restructuring. Erika Nijenhuis led in the Dexia instruction. James Duncan, who spent 15 years in the London office, boasts a particular expertise in international capital markets work.

Clifford Chance

PRACTICE: Clifford Chance’s New York-centered tax practice expanded a little in the senior ranks during 2008, but remains light in numbers compared to the other leading firms. There is no doubt about tax practice expertise or quality, clients comment upon ‘an impressive depth of tax knowledge put over in a clear and commercially targeted manner’. Clients also confirm that work is well-managed, the partners ‘delegate well - the associates are top notch and you know that they are being supervised properly’. Internationally, the US practice works closely with the tax and corporate lawyers in other jurisdictions, and is building well in emerging markets and the Middle East as well as in European and Asian countries. Previous instructions have stimulated particularly strong skill-sets in private equity, REIT taxation and the aviation industry.

Clifford Chance provided tax advice to Merrill Lynch Europe Fund on structuring a real estate opportunity fund which required the balancing of US, UK, Luxembourg, Czech and German tax issues affecting both the investment vehicle and the needs of a wide range of investors including US taxable and tax-exempt entities, German insurance companies and European private individuals. The New York practice dealt with the US tax aspects of the project which took over a year to finalize.

In another lengthy instruction, the practice provided US tax advice on the formation of an aircraft leasing company based in Ireland; the complex structure was designed to satisfy tax, corporate, financing and bankruptcy objectives.

CLIENTS: Clifford Chance’s long-term tax clients include Merrill Lynch, Citigroup, E*Trade Financial, Terra Firma, There Healthcare, EQT Partners and Babcock & Brown. Recent additions to the firm’s following include Commercial Bank of Qatar and Marathon Asset Management.

INDIVIDUALS: Clifford Chance’s New York head of tax David Moldenhauer, is ‘incredibly intelligent but always puts complex issues in terms the client can understand’. Richard Catalano, very strong on REITs and partnership taxation, is ‘absolutely superb, he wrote the book’. Avrohom Gelber, of counsel, is frequently the US practice leader in complex, high-value capital markets instructions and is commended for ‘a very thoughtful approach, unhurried, but the advice is always right’.

Davis Polk & Wardwell

PRACTICE: Davis Polk & Wardwell’s US tax practice, ‘extremely good with wide knowledge and the ability to see the broad picture - not narrow experts’, is based in New York and works within a 10-office global network in which, with the exception of Paris, lawyers practice solely in US law. One third of its clients are based outside of the US, and almost half of corporate transactions have a cross-border element. Most members of the tax practice work on both domestic and cross-border matters. Even as the recession bites, the firm continues to attract a significant proportion of the M&A work in the market and any falling away in transactional work has been more than matched by instructions arising from bankruptcy, restructuring and, for instance, agency disputes.

In February 2009, tax practice attorneys were members of the team advising Polo Ralph Lauren on its agreement to resume direct control of its wholesale and retail distribution in Southeast Asia from the licensee; regional advice was provided from the Hong Kong office.

Despite the sluggish M&A market, deals are being done, and in March 2009, Davis Polk & Wardwell won one of the most valuable instructions around, advising Swiss pharmaceutical major Roche on its $46.8bn acquisition of 44% of the publicly-held interest in San Francisco-headquartered biotech leader Genentech; tax practice members in New York advised. Also in March 2009, New York tax attorneys advised Digicel, the Caribbean region wireless communications provider, in connection with an offering of $335m of senior notes and the associated purchase for $250m of a 40% minority interest in a sister company operating in Honduras and Panama.

CLIENTS: Clients include Citigroup, Corsair, Credit Suisse, Francisco Partners, Highbridge, Lindsay Goldberg, Old Lane, TPG-Axon, Welsh Carson, Comcast, ABN AMRO, Pepsi and Emerson, Deutsche Bank, Morgan Stanley, Industrial and Commercial Bank of China, and NXP.

INDIVIDUALS: All the named partners practice from New York. Michael Mollerus is heading the tax team on the Roche transaction and is ‘knowledgeable in the extreme - and always looking for solutions’. Harry Ballan, who has handled many complex cross-border transactions, has a strong private equity practice and a reputation for innovative thinking. Kathleen Ferrell leads in numerous complex instructions and ‘is very businesslike, she comes to the point, solves the problem and moves on’.

Debevoise & Plimpton

PRACTICE: Debevoise & Plimpton’s New York-based practice comprises 11 partners supported by some 20 associates and counsel. The firm’s offices in London, Paris and Frankfurt work closely with New York on cross-border instructions. Clients commend the group for excellent service standards and one commented ‘I’ve worked with a number of extraordinary law firms in my career and I would put Debevoise & Plimpton in the same category as the very best’. With an international tax practice of impressive strength and depth Debevoise & Plimpton has particular strengths in private equity fund formation, M&A transactions and insurance taxation.

Practice members joined the multidisciplinary team which represented Pernod Ricard in its €5.6bn acquisition of the Vin & Sprit Group, the distillers of Absolut vodka, from the Swedish government in one of the largest cross-border privatizations of 2008. Confirming the practice’s strength in the insurance sector, advice was rendered to Stone Point Capital in the formation and initial $1.5bn capitalization of Harbour Point, a Bermuda-based global reinsurance company, and the subsequent purchase of the business of Chubb Re, a subsidiary of Chubb Corporation. Debevoise & Plimpton also represented Cerberus Capital Management and MassMutual Capital in their $600m purchase of a majority interest in Scottish Re.

CLIENTS: Clients of the practice include American International, Air Liquide, DaimlerChrysler, Domtar, General Electric, HarbourVest, International Paper, Morgan Stanley, Phelps Dodge, Pernod Ricard, Carlyle, Oaktree Capital, Morgan Stanley, Prudential and Westpac Bank.

INDIVIDUALS: In New York, two practice members attract client accolades, Peter Schuur: ‘he’s extremely responsive and knowledgeable in both US tax and international structuring –he produces solutions which are practical and implementable’; and Gary Friedman, who led on the Pernod Ricard transaction, ‘is technically very strong, he sees the big picture and is impressive in developing negotiation strategies’.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: Skadden, Arps, Slate, Meagher & Flom LLP’s Washington DC-based Paul Oosterhuis
coordinates the international tax practice although key members work in other offices including New York, Los Angeles and Chicago. The non-US offices with strong tax practices include London, Frankfurt, Paris, Tokyo and Beijing, and the international network is augmented by a selected network of local counsel in jurisdictions lacking a Skadden, Arps, Slate, Meagher & Flom LLP presence. Clients appreciate the large team available and note that ‘with Skadden, Arps, Slate, Meagher & Flom LLP’s tax people, no matter how fast things are moving, they’re never flat out there is always a little more to give ’. The substantial strengths of the ‘creative and able’ practice are regularly augmented by selective lateral hire, for instance, the March 2009 appointment of Robert Green, formerly with Caplin & Drysdale, to head the firm’s transfer pricing and competent authority practices worldwide.

Skadden, Arps, Slate, Meagher & Flom LLP’s international tax practice receives a huge range of instructions, many of extreme complexity and value. Typically the team handles cross-border transactions, financing, issuer and underwriter representation and non-contentious administrative matters such as obtaining IRS private letter rulings. Contentious international work includes transfer pricing and foreign tax credit issues.

In a prestigious 2008 appointment, Skadden, Arps, Slate, Meagher & Flom LLP lawyers were asked to advise the UK Treasury in connection with rendering tax reform proposals less onerous to US citizens resident in the UK.

The practice, with members from Washington DC and New York working in concert, also managed to capture one of the rare mega merger deals of early 2009 when it provided tax advice to Schering-Plough through the merger with Merck and ensured that Schering-Plough shareholders’ tax liabilities were minimized.

Practice members from New York advised electricity generator EDP - Energias de Portugal - through the $2.9bn acquisition of Horizon Wind Energy from Goldman Sachs, a deal that created the world’s third largest wind generation company. Further significant New York-led assignments included advising Anheuser-Busch when it was acquired for $52bn by InBev in October 2008, and Pacific Equity Partners of Australia in its $1bn leveraged buyout of an 82% stake in American Stock Transfer & Trust Company.

CLIENTS: International tax practice clients include Bank of New York, Brambles Group, Crédit Lyonnais, DaimlerChrysler, Eli Lilly, GlaxoSmithKline, Hewlett-Packard Company, Kellogg, Schering-Plough, Signet Group and Toronto-Dominion Bank.

INDIVIDUALS: Washington DC-based Paul Oosterhuis, ‘simply the best international tax lawyer in America’, has handled a string of complex cross-border deals including the Yahoo! combination of its Chinese business with Alibaba.com Corporation. Also based in Washington DC is Hal Hicks, who was formerly international counsel at the Department of Treasury and associate chief international counsel at the IRS. In New York, Sally Thurston is commended as ‘brilliant, and incredibly productive under impossible time constraints’. Fellow New Yorker Edward Gonzalez regularly assists several major investment banks, including Bank of America, National Australia Bank and HSBC on the tax aspects of cross-border financing.

Cravath, Swaine & Moore LLP

PRACTICE: Cravath, Swaine & Moore LLP’s four-partner New York tax practice looks small at first glance, but the quantity and quality of instructions belies its size. Known for ‘first-rate, sophisticated and precise advice’, lawyers from the practice continually appear in the multidisciplinary teams handling the major deals for which the firm is well known.

In a January 2009 instruction, the practice represented long-term client Unilever in its acquisition of the global TIGI professional hair products business and training academies for a cash consideration of $411m.

CLIENTS: The practice’s clients include BAE Systems, Bristol-Myers Squibb, Continental Energy Systems, IBM, Weyerhaeuser, Novartis, Time Warner, Johnson & Johnson, JPMorgan Chase and Credit Suisse.

INDIVIDUALS: Stephen Gordon, head of the firm’s tax group, offers ‘responsiveness and client focus’; Gordon ranks as one of the finest US corporate tax lawyers. Michael Schler possesses ‘an immense intellect and clarity of mind’ and has a slightly broader practice which brings in capital markets work and structured products. Both partners based in New York.

Latham & Watkins LLP

PRACTICE: Latham & Watkins LLP’s ‘comprehensive and thorough’ tax practice comprises more than 50 tax attorneys working substantially on international matters and cooperating widely within the network of global offices. Instructions include tax planning for US and foreign multinationals, structuring inward and outward business and real estate investment, and handling international tax controversies with the IRS, frequently working with the strong Latham & Watkins LLP’s employee benefits practice. The economic crisis has slowed transactional work but general consulting and planning has increased. The practice is commended for effective team-building and ‘superb service standards, with a number of very impressive lawyers in the tax area’. Members are distributed around the US offices and generally also practice in domestic taxation.

A series of representative recent instructions demonstrate the availability of international tax expertise nationwide. Washington DC attorneys represented Avery Dennison, the global labeling company through its acquisition of DM Label Group, an Asian-based manufacturer. Chicago partners counseled Royal Bank of Canada as administrative agent in connection with the Chapter 11 bankruptcy proceedings of Quebecor US, the second-largest printing company in the US, which is also subject to bankruptcy proceedings in Canada. The practice also advised Oracle in its acquisition of all the outstanding shares of BEA Systems for approximately $8.5bn.

CLIENTS: Latham & Watkins LLP clients include Harrah’s Entertainment, Sabre Holdings, Advanced Micro Devices, Ericsson, Volvo, Comstar, Carlyle, Apollo Management, Energy Capital Partners, Goldman Sachs and Odyssey Partners.

INDIVIDUALS: Nicholas DeNovio, in Washington DC, who heads the international tax practice, has structured some major cross-border deals in recent years. Los Angeles-based Lawrence Stein, the global chair of the tax department, continues to lead tax teams in large international deals. Also, Washington DC-based partner Joseph Sullivan is ‘one of the best M&A tax lawyers around’ whether the transaction is multi-jurisdictional or domestic. In Chicago, Joseph Kronsnoble has a wide tax practice which includes structured finance and restructuring. In New York, Jiyeon Lee-Lim is recommended for the federal and state tax aspects of cross-border finance.

Shearman & Sterling LLP

PRACTICE: Shearman & Sterling LLP’s tax practice is at its best in international
transactional and financial work. Expert lawyers in the New York and Washington DC offices work with strong teams in France, Germany and the UK to contribute to the multidisciplinary teams attract numerous major cross-border instructions.

The practice represented global chemical company Dow in connection with the $19bn joint venture with Petrochemical Industries Company, a subsidiary of the Kuwait Petroleum Corporation. It also represented Dow in its $18.8bn acquisition of Rohm & Haas, the Philadelphia-based chemical manufacturer. Lawyers advised Thomson Reuters on the US tax aspects of combining with Reuters Group-the deal closed in May 2008. The practice has also advised in several complex, high profile, restructuring and bankruptcy matters.

CLIENTS: Clients include Wyeth, Cadbury Schweppes, Novartis, Credit Suisse, Mittal Steel, Merrill Lynch, CIT, DaimlerChrysler, Danone, Westpac Bank, Lehman Brothers, Bank of America, Citigroup, Vivendi, Société Générale, Eaton Vance, and Morgan Stanley.

INDIVIDUALS: Peter Blessing, ‘utterly fluent in international tax structures’, is widely respected as a heavyweight in the field. Don Lonczak, who ‘commits to the project and never misses a detail’ and Douglas McFadyen has a broad-based tax practice and is particularly recommended for US/Canada cross-border work. All are based in New York.

Weil, Gotshal & Manges LLP

PRACTICE: Weil, Gotshal & Manges LLP’s international tax attorneys practice within the wider tax group. Client-commended as ‘flawlessly helpful at all times’, the practice has established a strong reputation for transactional and advisory work with a particularly strong following in the private equity sector.

The practice acted for Brookfield Asset management on a number of international matters including acquisitions and spin-offs. Lawyers also represented Australia’s Macquarie Infrastructure Partners in the take-private as Waste Management and also its acquisition of Global Tower Partners

A keynote recent instruction saw practice members assisting GEC in its headline $8bn cross-border commercial finance joint venture with Abu Dhabi-based Mubadala Development.

CLIENTS: Clients include AIG, American Capital Strategies, Brookfield Asset Management, Lindsay Goldberg, Macquarie Infrastructure Partners, Perella Weinberg Partners, Providence Equity Partners, Thomas H Lee, Vivendi and WL Ross & Co.

INDIVIDUALS: New York partner Kimberly Blanchard specializes in tax advice for cross-border M&A and is ‘outstanding, very experienced and constructive’. In Boston, Joseph Newberg is a leader in international private equity taxation. In Washington DC, David Bower and Carolyn DuPuy, both have government experience and are expert at dealing with IRS rulings in such matters as foreign tax credit relief.

White & Case LLP

PRACTICE: White & Case LLP’s 13-partner US tax practice fields eight partners in New York with smaller groups in Washington DC and Miami. The practice does not divide between domestic and international disciplines although individual lawyers do tend to specialize. Clients note that the practice offers a ‘first-class service - a very favorable experience’ which is borne out by the strong following of leading global companies. Approximately 70% of the practice work has an international element, and about a third of instructions come directly to the tax department with the balance being linked to other departments.

Advice was provided to Visa in its $10bn global restructuring of Visa International - the project required a series of mergers, exchanges and similar transactions which resulted in the companies in the group becoming direct or indirect subsidiaries of a newly incorporated Delaware stock corporation. The transaction was structured to achieve tax-free treatment in the US, UK and Canada.

The practice advised Swedish steel producer SSAB Svenskt Stål in connection with the $4bn sale of four US subsidiaries to Luxembourg-registered Evraz Group - in a simultaneous closing essential for tax reasons, Evraz sold parts of the business to a Russian tube manufacturing company. Previously, advice had been given to SSAB in the acquisition of Canadian steel producer IPSCO. Lawyers also advised XL Maritime carriers, a publicly traded Liberian company, on its acquisition of Quintana Maritime, a Marshall Islands-registered company, also publicly traded, in a $2.45bn transaction which created one of the largest dry bulk shipping fleets owned by US-listed company.

In September 2008, the practice advised Iconix on the formation of a strategic alliance with a Hong Kong company intended to exploit the company’s global brands in the fast-growing Chinese market.

CLIENTS: Clients include AIG, ConocoPhillips, Deutsche Bank, Coca-Cola, Dominion Resources, Harvest Partners, Hess Corporation, McKinsey, Maxxam, Mirant, Pitney Bowes, Royal Ahold, Quad-C, Starwood Capital Group, UBS, and Visa.

INDIVIDUALS: In New York, practice leader William Dantzler ‘provides practical, creative and timely advice’. Also in New York, Gerald Rokoff ‘is heavily oriented to cross-border transactions he can solve any tax problem regardless of subject matter’.In the same office, Sang Ji led in the Visa instruction. John Lillis is ‘unbeatable, a real find’, in funds formation and private equity. In Washington DC, Bruce Davis ‘blends a strong and deep technical knowledge with practical advice - he has extensive knowledge of international tax and is totally reliable’.

Dechert LLP

PRACTICE: Dechert LLP’s transatlantic tax practice, mainly US-based, comprises 16 partners and a similar number of associates. The main European offices are in London and Paris. Dechert LLP’s strong connections in the private equity sector create a steady cross-border deal flow and the practice also attracts interesting corporate instructions. Clients comment ‘the quality of service is great and we have used the firm through many years of sophisticated tax transactions’.

The practice represented Leeds Equity Partners on the sale of Miller Heiman Holding Corporation, a cross-border deal involving operations in the UK and Australia and a complex tax structure which required detailed, time-limited, tax indemnities. In another major transaction, tax lawyers were key members of the interdisciplinary team which advised NASDAQ-quoted Arrow International through its $2bn cash sale to Teleflex, a public M&A transaction noteworthy for its size and complexity. Dechert LLP was also approached by a consortium of Korean banks and institutions led by Korea Development Bank in connection with a proposed multi-billion dollar equity investment in Lehman Brothers.

CLIENTS: Dechert LLP’s international tax clients include Alleghany Corporation, Calyon Securities, Capmark, Centre Partners, Covance, Credit Suisse, Getty Images, Strategic Industries and Symbol Technologies.

INDIVIDUALS: Dechert LLP’s Philadelphia office houses practice chair Edward Lemanowicz, ‘a very knowledgeable international tax attorney whose help on several complex international M&A transactions was invaluable’. Daniel Dunn, based in the New York office, is ‘highly creative, ethical and careful - he invariably has imaginative and creative thoughts about structuring which offer economic value to his clients’.

Gibson, Dunn & Crutcher LLP

PRACTICE: Gibson, Dunn & Crutcher LLP has 15 offices, nine in major US cities and six in key overseas jurisdictions. The majority of the US tax practice is based in Los Angeles and New York, and tax lawyers are available in London, Paris, Munich and Dubai. The international tax lawyers provide support to other departments of the firm and have also established a following for advice to high-net-worth individuals and families. Clients comment on ‘sophisticated tax work in a very complex case’ and ‘a commitment from the lawyers we worked with which gave us great confidence’.

The practice has been instructed in several multibillion-dollar deals by the Kuwait Investment Authority including a $3bn investment in Citigroup. It also advised the Singapore Investment Corporation. Private client instructions include advice to a wealthy Middle Eastern family on the tax efficient restructuring of the international investment portfolio.

CLIENTS: Clients include Ask Jeeves, Cadence Design Systems, Globespan Virata, Intel, KMV, Motiva, PeopleSoft, Willis Lease Finance, TelePacific Holdings, Leedsworld, SI Corporation, Intel, Pitney Bowes and Investcorp Bank.

INDIVIDUALS: Washington DC-based Arthur Pasternak, practice group chair, is ‘engaging and charismatic’; Pasternak commits a substantial part of his practice to cross-border investment advice. New York’s Jeffrey Trinklein also has a strong international practice and gained European experience working in the Gibson, Dunn & Crutcher LLP Munich office. Also in New York, David Rosenauer has a large following of private equity investors.

Mayer Brown

PRACTICE: Mayer Brown’s global tax practice fields more than 100 tax lawyers, with a heavyweight US group and particularly strong representation in the German office and an expanding Beijing team. The firm’s deserved reputation in transactional work is matched by the skill set of the tax lawyers who are highly commended for M&A instructions. In the US, the majority of tax attorneys, including the Mayer Brown tax controversy team, are based in the Chicago office with significant capacity in New York and Charlotte. The US team which ‘provides exceptional business focused, results driven, management’ benefits from transactional and capital markets referrals from the international network. Mayer Brown’s growing niche expertise in international insurance is noted.

Recent instructions for the practice included assistance to ACE Limited, one of the world’s leading property and casualty insurers and reinsurers, when the company re-domiciled from the Cayman Islands to Switzerland. Advice was also provided to Norwegian Cruise Line and its parent Star Cruise in connection with the US Federal tax aspects of the Apollo Group $1bn cash investment in the subsidiary.

CLIENTS: Clients include Carlyle, MacFarlane Partners, National Semiconductor, Seagate Technology, Chicago Board of Trade, Argonaut Group International Holdings, Walton Street and UBS

INDIVIDUALS: Washington DC-based Kenneth Klein, who leads Mayer Brown’s tax transactions and planning department, specializes in international tax of the utmost complexity. In Chicago, James Barry is adept at tax advice in both outward and inward investment as well as having considerable experience in the insurance sector.

McDermott Will & Emery LLP

PRACTICE: McDermott Will & Emery LLP’s international tax practice numbers some 30 US lawyers whose work is biased towards the transactional support and structuring required by one of the world’s busiest M&A law firms. More recently, the emphasis has been on planning as international firms review organizational structures and also on assisting US multinationals with large offshore accumulated profits to repatriate funds without US tax consequences.

In the US, the firm has several strong centers with Chicago, New York and Silicon Valley leading the field. McDermott Will & Emery LLP is praised by clients for a strong business focus after taking a long view of building client relationships - ‘we feel they work with this and they aren’t just looking at it to make a buck; it’s a team thing’. The firm’s European offices are an important component of the international tax offering and a wider network has been established through the McDermott International Tax Panel which links to tax professionals in numerous jurisdictions.

In 2009, McDermott Will & Emery LLP handled one of the comparatively few early years deals in which the tax practice assisted IntegraScreen Holdings, a global provider of due diligence services, on the sale of assets and subsidiaries to UK-based risk intelligence provider Global World-Check Holdings. The deal involved multiple jurisdictions (including China, Dubai, Hong Kong, India, Malaysia, Panama, Poland, Singapore).

CLIENTS: McDermott Will & Emery LLP clients include Abbott Laboratories, AstraZeneca, BP, Caterpillar, Colgate-Palmolive, DaimlerChrysler, General Mills, Johnson & Johnson, Morgan Stanley, Proctor & Gamble and Tyco.

INDIVIDUALS: Chicago-based Lowell Yoder, co-chair of the international tax practice, ‘is strong on both technical expertise and interpersonal skills’. In the Washington DC office, James Riedy, who has a wide international tax practice, is ‘a real asset, he knows his law and looks for solutions’.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

PRACTICE: Paul, Weiss, Rifkind, Wharton & Garrison LLP’s US tax practice works with lawyers in the London, Tokyo, Hong Kong and Beijing offices to handle instructions which range from M&A and organizational restructuring to cross-border financing and real estate investment. Clients commend the practice for ‘doing a first-rate job no matter how challenging the problem’.

The practice represented Harbinger Capital Partners as majority stockholder of General Chemical in connection with the sale of the company to Tata Chemicals, a subsidiary of the Indian conglomerate, for $1bn. Lawyers also represented Citigroup in connection with a $10bn cash offer to acquire control of Nikko Cordial Corporation, a leading Japanese securities brokerage, and the subsequent $4.6bn share-for-share exchange of the remaining Nikko shares for Citigroup shares.

CLIENTS: Clients include General Atlantic, ContiGroup, Caxton-Iserman Capital, Automatic Data Processing, Citigroup, Time Warner, Swiss Reinsurance, Anteon International, Scottish Power, Shell, Polo Ralph Lauren and Mitsubishi UFJ Financial.

INDIVIDUALS: Richard Bronstein is recommended for cross-border M&A instructions.

Peter Rothenberg has vast experience representing non-US companies and both inward and outward investment structures. Jeffrey Samuels is ‘impressive in all areas of tax law and comes up with solutions’.

Sullivan & Cromwell LLP

PRACTICE: Sullivan & Cromwell LLP’s New York international tax practice, with 12 partners, has the largest complement in the global group which is also represented in London and Paris. The firm’s international focus has shaped the tax practice expertise which is impressive in cross-border transactions, planning international corporate structures, and international finance.

Representative instructions include advice to Colombia Insurance on its $442m acquisition of Nederlandse Reassurantie, and Amgen’s sale of its Japanese subsidiary, Amgen KK, to Takeda Pharmaceutical. The practice also advised China Investment Corporation in its $5.6bn investment in Morgan Stanley.

CLIENTS: Clients include Barclays, AIG, AXA, Alcan, Akzo Nobel, Philips Electronics, Allianz, Total, Kinross Gold, HBOS, Wachovia, UBS, and Royal Bank of Canada.

INDIVIDUALS: Andrew Solomon, the managing partner of the firm’s tax practice worldwide, divides his time between London and New York. In New York, Ronald Creamer heads the M&A tax practice and is particularly recommended for cross-border transactions. Diana Wollman is expert at planning as well as including controversy within her practice.

Baker Botts, L.L.P.

PRACTICE: Baker Botts, L.L.P.’s principal international tax expertise is manifestly in the energy sector, particularly in oil and gas, including upstream projects such as pipeline construction. The practice is largely based in the Houston and Dallas offices with a significant contribution coming from the Washington DC partner.

The practice represented Transocean through the completion of its $58bn reclassification and merger transaction with GlobalSanta Fe, a deal which created the second-largest oilfield services company in the world. A team of tax practitioners at Baker Botts, L.L.P. contributed to the multidisciplinary group which acted as overall project counsel in a $10bn greenfield LNG liquefaction project in Africa - a joint venture between a state-owned corporation and several oil majors. Instructions have included drafting and negotiation of all development agreements, shipbuilding contracts and charter party agreements.

CLIENTS: Baker Botts, L.L.P.’s international tax clients include ConocoPhillips, ENI Total, Haliburton, Dominion Resources and Reliant Energy.

INDIVIDUALS: Baker Botts, L.L.P.’s Houston-based head of global projects, Stuart Schaffer, has handled cross-border projects and transactions in virtually every country with a presence in the oil, gas and petroleum markets. Also in Houston, Benjamin Wells ‘is an exceptional tax resource with extremely good business judgment and valuable experience’. In Washington DC, Tamar Stanley ‘is thorough and timely, she interacts well with other outside advisers and routinely gains respect of others working on transactions’.

DLA Piper

PRACTICE: DLA Piper’s international network requires considerable support in cross-border transactional and planning instructions and the firm has been building the international tax practice. Members of the team are drawn from diverse backgrounds including the big four accountants, law firms, senior corporate positions and the government. The practice is led from Los Angeles and leverages off the firm’s strong relationships in the expansive high-tech and pharma sectors, attracting operational instructions as companies address the entry into new markets, transfer pricing and a tax efficient internal restructuring. Internationally, the practice has recruited a partnership level in Russia, Italy and Hungary, and there has been an expansion of the tax offering in several other locations including France and Germany. Lawyers in several offices of the DLA Piper US network, including New York and Washington DC, contribute to the practice.

In a confidential instruction which exemplifies an operational instruction, assistance was provided to pay multinational telecoms manufacturer in evaluating the supply chain model - the project required an analysis of the direct and indirect tax legislation of numerous jurisdictions and an assessment of alternative market strategies to determine an optimum tax structure within logistical constraints.

CLIENTS: Clients include Visicu, Telestream, Tishman Speyer, Bristol-Myers Squibb and Roth Capital Partners.

INDIVIDUALS: The global international tax practice is led by David Colker in the Los Angeles office who includes both controversy and planning in his high-level practice. Also in Los Angeles Michael Lebovitz is ‘extremely knowledgeable, hard-working, constructive and a pleasure to work with’. In Washington DC, Alan Granwell has wide experience of inward and outward investment and has worked on many projects with the three Chinese offices.

Freshfields Bruckhaus Deringer LLP

PRACTICE: Freshfields Bruckhaus Deringer LLP’s three-partner US tax practice is small but constantly engaged in supporting the global firm’s numerous complex cross-border instructions. Always offering a bespoke product, until recently transactional work and structured product issues were the main seam of practice work. As the financial crisis has developed, the emphasis has moved to restructuring, both distressed asset vehicle rescue and advisory work for international groups seeking to improve tax efficiency.

The practice is advising a major investment bank in connection with the restructuring of a multiple assets structured investment vehicle. Several other ongoing instructions for investment banks concern the unwinding of failed joint venture and consortium investments in Europe and Asia.

The Washington DC practice advised on US tax matters relating to the worldwide group restructuring of Porsche. In transactional work, the practice counseled Paine & Partners, the private equity manager, on US tax and ERISA issues related to its $800m acquisition of Stabilus, a German manufacturer of gas and hydraulic springs.

CLIENTS: Clients include Calyon, Citigroup, ING Bank, Goldman Sachs, ArcLight Capital Partners, Linde, Rank, Farallon Capital Partners, and Deutsche Bank.

INDIVIDUALS: In Washington DC, Gregory May is an expert in capital markets and derivatives taxation. Also in Washington DC, Claude Stansbury leads in many of the major structured finance linked assignments - he is commended for ‘extensive tax knowledge applied with great precision’. Robert Scarborough, in New York, is ‘a great choice for complex international tax instructions, and a joy to work with’.

Greenberg Traurig LLP

PRACTICE: Greenberg Traurig LLP’s US international practice, including employee benefits and executive compensation specialists, numbers some 120 attorneys weighted towards the north-east, but with significant groups in Miami, Chicago and on the West Coast. The financial crisis has impacted on transactional work flows but restructuring instructions have absorbed spare capacity. Clients comment on excellent service standards and the intention of continuing relationships with the tax practice. One long-term client noted, ‘the particular quality most appreciated at Greenberg Traurig LLP is the ability to translate tax law into practical guidance’. Well-developed niches include energy and natural resource taxation and a bankruptcy tax group has also been established. The US practice has particularly strong links to the Amsterdam office, which offers considerable expertise in European structuring.

Complex cross-border representations handled by the practice include advice to IVAX Pharmaceuticals in the $7.6bn sale to Israeli competitor Teva Pharmaceutical Industries, and to Perry Ellis on the sale of a substantial part of the domestic operating assets of Tropical Sportswear.

CLIENTS: Clients include Ivax Pharmaceuticals, Perry Ellis, Corporacian Interfin, Hilton Hotels and Invesco.

INDIVIDUALS: In New York, Mary Voce chairs the US international tax practice and co-chairs the global tax group. Robert Miller, also in New York, brings ‘technical ability and business acumen’ to his practice which includes a niche in hi-tech. Ozzie Schindler in Miami has a wide practice and is commended for his commercial approach. Also in Miami, Seth Entin provides ‘timely response, innovative ideas, resolution of problems and formulation of detailed solutions’.

Linklaters

PRACTICE: Linklaters’ New York tax practice is a modest one, fielding one partner and six associates, but even after a reduction in the ranks through retirement and defection, in international tax, the size of the team belies the expertise. The practice attracts blue-chip instructions, particularly working closely with other offices in the worldwide network, particularly London. The main strengths of the practice are in corporate finance particularly public international debt and equity offerings.

Recent instructions include the representation of Merrill Lynch in the sale of its subsidiary Indian asset management company to BlackRock, and advising China Railway Group, the world’s third-largest construction contractor, as issuer on its $5.5bn initial public offering.

CLIENTS: Clients include AstraZeneca, JPMorgan Chase, Royal Bank of Canada, Credit Suisse, UBS, Qwest, Visa Europe and CVC Capital Partners.

INDIVIDUALS: Based in New York, Stephen Land is ‘very cerebral, but commercial and constructive too’. Francisco Duque specializes in international work and includes structured products and derivatives advice within his practice.

Kirkland & Ellis LLP

PRACTICE: Kirkland & Ellis LLP has built an extremely active international tax practice which has assisted in some major cross-border acquisitions for US corporate as well as being involved in wider tax planning and transfer pricing disputes. The global network includes London, Hong Kong and Munich and the firm has made efforts to increase tax capacity outside the US, as well is strengthening the domestic tax team.

In a recent instruction, Kirkland & Ellis LLP tax lawyers advised Bulgarian-American Credit Bank (BACB) and its majority shareholder on the sale of a 49.9% interest to Allied Irish Banks. The practice also advised Firstsource Solutions, the Mumbai-based outsourcing specialists, on the tax aspects of a five-year contract with Barclays US credit card subsidiary.

CLIENTS: Kirkland & Ellis LLP’s clients include General Motors, Bain Capital, Madison Dearborn Partners, Valor Communications, Sun Capital Partners, CVC Capital Partners and Summit Partners.

INDIVIDUALS: In Chicago, William Welke is recommended for international tax planning in complex transactions, and Keith Villmow is sought after for his contribution to cross-border deals. In New York, Kevin Treesh has an excellent reputation for his work in the tax intricacies of both inward and outward investment.

McKee Nelson LLP

PRACTICE: McKee Nelson LLP’s international tax practice has two components, a transactional and planning group, and a strong subsidiary transfer pricing practice which links to the firm’s strong tax controversy offering. Clients note ‘a commercial approach to tax - real expertise and prompt service’.

The firm maintains strict confidentiality over its instructions but one representation that did reach the public domain was assistance to Beckham Brand Limited, footballer David Beckham’s management company, in the exploitation of merchandise and image rights.

Confidential instructions include numerous high-value transfer pricing negotiations on behalf of international companies.

CLIENTS: Clients include Dow Chemical, GlaxoSmithKline, Sears Roebuck, Credit Suisse, Deutsche Bank and GE Capital.

INDIVIDUALS: Scott Farmer is ‘someone you need on your side’ in international tax planning. Robert Katcher has particular expertise in the taxation of foreign currency transactions of cross-border financial products. Also resident in the capital, Christopher Bowers who leads in some major transactions, is ‘very clever and practical’. All practice from Washington DC.

O’Melveny & Myers LLP

PRACTICE: O’Melveny & Myers LLP’s US international tax practice draws partners from several offices who work with overseas partners in London and Beijing. Penetration in the Chinese market is impressive, due to the local resident US qualified partner practicing in Chinese law.

Recent instructions include advice to China Real Estate Opportunities in connection with the $729m acquisition of three real estate properties in Shanghai and the associated financing. The company was also assisted with further acquisitions. The practice also represented a film production company launch of its first film fund in conjunction with a wholly-owned subsidiary of an Abu Dhabi investor - the $250m revolving leveraged fund will cover production and marketing costs for up to 18 feature films over the next five years - the deal closed 2008. Lawyers in the Los Angeles and Beijing offices cooperated to assist a global infrastructure software leader in a joint venture with the Chinese technology group.

CLIENTS: Clients include Marriott International, Coventry First, Honeywell, Sovereign Capital, Sun Microsystems and Semantec.

INDIVIDUALS: In Los Angeles, Luc Moritz is recommended for cross-border transactions and financing. In Chicago, Robert Rizzi has wide experience of inward investment

Orrick, Herrington & Sutcliffe LLP

PRACTICE: Orrick, Herrington & Sutcliffe LLP’s international tax practice has built well in recent years. The New York office in particular has grown in reputation although the San
Francisco lawyers are also busy. The practice
has grown partly because of the large
number of inward investment transactions referred from European offices, particularly from Paris where the three tax attorneys work very closely with New York. The competent department has also attracted a good following of fund managers seeking to invest outside the US.

In recent instructions, the practice represented computer giant Acer on the tax aspects of its $710m acquisition of NYSE-listed Gateway as well as the purchase of Packard Bell, the European personal computer vendor. The New York practice is representing an overseas corporation in connection with the acquisition of a large US logistics business.

CLIENTS: Clients include Delfingen, Royal Bank of Canada, Vygon, OPG Groep, NOVA Chemicals and Highland Capital Management.

INDIVIDUALS: In New York, Peter Connors, who handled the Acer instruction, is recommended as an excellent all-round corporate tax adviser who ‘knows his tax law but doesn’t get distracted from the business objective’.

Ropes & Gray LLP

PRACTICE: Ropes & Gray LLP’s tax practice includes international instructions within its remit and attracts some interesting instructions from major corporations, including a number of insurance giants, as well as having been called upon to advise a sovereign government on international financing structures. The firm has five US offices in addition to the Boston headquarters and overseas branches in London and Tokyo.

In a recent instruction for insurer MassMutual, the practice provided advice in connection with a joint venture with Cerburus to acquire Cayman-registered Scottish Re, the global reinsurer - the acquisition raised numerous complex US tax issues.

CLIENTS: Clients include Thomas H Lee Partners, Baupost Group, BlackRock, Brooks Automation, TJX, State Street, and Artisan Funds.

INDIVIDUALS: In Boston, Stephen Shay, who was International Tax Counsel at the US Department of Treasury prior to joining the firm, and Rom Watson, who also served in the Treasury, are recommended for cross-border matters. In New York, Jay Milkes, who led in the MassMutual transaction, is highly recommended.

Thompson & Knight LLP

PRACTICE: Thompson & Knight LLP’s international tax practice is particularly strong in the oil and gas sector, an expertise which is leveraged on the strong market presence in energy taxes in the firm’s home state of Texas. This core specialization has been recognized by sovereign states and the practice is advising the state-owned oil company of an African republic in connection with a joint venture with major multinationals to construct a $7bn liquefied natural gas export facility - tax aspects of the contractual documentation were complex. Lawyers have also advised other national oil companies on structuring their US operations and acquisitions to optimize US and international tax arbitrage. Clients comment that the practice has ‘a timely and effective working manner’

CLIENTS: Clients include Total, Chevron, Maersk, Nexen, EnCana Oil & Gas and Shona Energy.

INDIVIDUALS: John Cohn, who divides his practice between New York and Dallas, has wide experience of the tax efficient structuring of major joint ventures in the energy sector.

This section covers firms with particular expertise in tax issues related employee and executive compensation, benefits (EBEC) and in associated matters such as pensions, in particular Employee Retirement Income Security Act of 1974 (ERISA) funds and, for instance, Voluntary Employees Beneficiary Association Trusts (VEBA).

Restructuring and bankruptcy instructions have brought a significant increase in work for employment tax practices and this is expected to increase through 2009. Leading firms have also become involved in unprecedented attention to executive compensation by Congress and other authorities. In more routine work, the changes to stock option timing rules were also demanding.

The firms recommended in this section all into two categories. Firstly, larger firms whose EBEC practices are an essential component of multi-disciplinary teams required for major transactions work; we have identified firms in this category which have developed their EBEC practices beyond this support function -several of these firms are targeting the growing market for advice to companies with international workforces. Secondly, firms specializing in employee and executive compensation work, generally smaller and Washington DC-based, with strong tax practices.

Covington & Burling LLP

PRACTICE: Covington & Burling LLP’s Washington DC-centered EBEC practice boasts considerable expertise in tax matters, including controversy, although the greater part of the practice effort is directed to settlement by negotiation. The tax practice falls within a labor law practice which addresses the entirety of employee benefits and executive compensation as well as wider labor law issues. Generally, the benefits lawyers act on behalf of employers, insurers, plan sponsors and financial service providers rather than executives. Instructions requiring expert tax input range from defined benefit pension plans and health and welfare benefit plans to the complex reorganization of contractual and pensions arrangements in cross-border M&A transactions. Clients comment favorably on the practice familiarity with the corridors of the IRS and the US Treasury Department which is seen as ‘providing tremendous confidence in what can be intimidating negotiations’.

At a policy level, Covington & Burling LLP contributes to the development of regulation and legislation as standing counsel to the ERISA Industry Committee, the major employers’ pressure group.

In a March 2008 instruction, three lawyers from the EBEC practice were on the multi-disciplinary team advising Pfizer through the acquisition of privately held bio-tech company Serenex, and in a December 2008 instruction when global pharmaceutical company Roche acquired Covington & Burling LLP client Memory Pharmaceuticals - the Washington DC practice contributed employee benefit expertise to the advisory group.

Other recent assignments include advice to several major employers on the integration of health savings accounts into existing health plans, resolution of the IRS examination of a group universal life insurance policy, helping a large company to restructure its retiree medical program to qualify for prescription drug subsidy and, in anticipation of the troubled economic environment, revising the severance programs of several major employers to avoid unanticipated liabilities and qualify for exemption from the new deferred compensation requirements.

The practice has extensive experience within the tax-exempt sector and has advised on the executive compensation plans for many organizations including the National Geographic Society and the American Petroleum Institute.

CLIENTS: Clients include Eastman Kodak, ExxonMobil, General Electric, Honeywell, IBM, Lucent Technologies, MeadWestvaco, the National Football League, Norfolk Southern, Textron, Union Pacific, United Technologies, Verizon and Vulcan Materials.

INDIVIDUALS: All members of the practice are based in Washington DC. Richard Shea who ‘looks at the familiar and sees a new picture - he just doesn’t accept an IRS interpretation as final’, was responsible for the development of federal benefits legislation when working at the US Treasury Department. Robert Newman acted in the Vulcan instruction and as well as having wide experience of M&A linked employment issues, has a wide planning practice. Amy Moore is ‘highly effective’ and known for her innovative design in benefit and retirement plans. Michael Francese is very well regarded for his transactions work; clients find him, ‘on the ball, helpful - just what we need’.

McDermott Will & Emery LLP

PRACTICE: The McDermott Will & Emery LLP EBEC practice has responded to client demand for expertise in the face of ever more complex employment tax legislation. The practice now fields some 50 attorneys practicing substantially in the discipline. With a practice of this size, McDermott Will & Emery LLP offers critical mass required to meet every challenge from a technically difficult executive compensation plan to a major divestments or acquisition. An ability to attract referrals from other law firms should be mentioned. Most of the firm’s work is employer side, with increasing demand from international clients. McDermott Will & Emery LLP’s Frankfurt and London offices both house EBEC attorneys, which provides useful reinforcement in transatlantic instructions.

The practice has established a strong reputation for service standards and clients appreciate a culture which ‘encourages lawyers to know their limitations and to consult with experts outside the group’ to allow every angle to be considered.

In a recent instruction, the practice counseled Chrysler to secure a court approved resolution of a class action settlement that established the VEBA post-retirement on medical plan within the context of collective bargaining. The practice also assisted several clients including Fortune 100 and Fortune 500 companies to develop and design new executive compensation programs, plans and policies to comply with revised tax rules under section 409A of the Internal Revenue Code. Other representative confidential instructions include advising in connection with spin-off transactions, acquisitions and divestments.

CLIENTS: EBEC tax clients include Becton, Dickinson and Company, Chrysler, Darden Restaurants, GEC, General Mills, Merrill Lynch, Scana, Time Warner and QinetiQ North America.

INDIVIDUALS: All key EBEC attorneys are based in Washington DC. Paul Hamburger has ‘an outstanding knowledge of employee benefits matters - he just solves the problems without drama’, and is particularly well followed for his Employee Share Ownership Plan (ESOP) and ERISA expertise. Stephen Pavlick is ‘very skilled and creative’; he specializes in employee benefit matters for multi-nationals and acts for several household names. James Napoli is recommended for employee benefit plans and ERISA - his practice also includes controversy in the sector.

Groom Law Group

PRACTICE: Groom Law Group is the largest employee benefits specialty firm in the US, and has organized into six practice groups of which one is plan design and taxation. The lawyers have vast experience not only in private practice but in many cases from early careers in the IRS. The practice is commended for ‘practical understanding of the courts and regulators to find imaginative solutions to problems that save time and money’. Clients range from Fortune 100 companies to financial institutions and from government bodies to charities and churches.

Examples of the range of work include advice to a prominent public company through an IRS examination of alleged stock option backdating. The practice has also represented several large pension plan sponsors to agree the application of back-loading and other tax qualification requirements with the IRS. Groom Law Group lawyers have also handle a large number of projects to redesign retirement and health benefit plans for major companies - assignments that require close cooperation with in-house counsel and human resources managers. More recently, as restructuring and bankruptcy work has come to the fore, the practice assisted a large employer in Chapter 11 bankruptcy in negotiations of its pension liabilities with the Pension Benefit Guaranty Corporation.

CLIENTS: Clients include American Benefits Council, Campbell’s, CBS, ConocoPhillips, Dow Chemical, Eli Lilly, Owens Corning, Pfizer, Toshiba, Northwest Airlines, Morgan Stanley and Prudential Insurance.

INDIVIDUALS: All the partners mentioned practice from Washington DC. Jon Breyfogle, Groom Law Group’s managing partner, is a leader in ERISA law as is David Powell, although both have wide experience in other areas. Louis Mazawey is expert in the design of pension and benefit plans, and David Levine, who ‘has always solved our problems’, has a strong following among insurance companies and is noted for his ability to combine multiple schemes into one tax efficient plan. Mark Lofgren is ‘very responsive, very smart’ and advises a number of Fortune 500 companies on benefits issues.

Latham & Watkins LLP

PRACTICE: Latham & Watkins LLP has created a genuinely nationwide EBEC practice with extremely effective partners and senior associates in the major economic centers. The firm is particularly strong on the West Coast with a heavyweight presence in Los Angeles and Silicon Valley. Former Ernst and Young tax partner Kirt Switzer joined the practice in September 2008 adding weight in San Francisco and Silicon Valley. Expert input is provided to the multi-disciplinary teams handling transactional work. The practice lawyers advise both start-up and long-established businesses to successfully design and update the tax efficiency of compensation arrangements and benefit plans as well as handling disputes with the IRS and state tax authorities-clients note ‘we always feel that Latham & Watkins LLP people are part of our team’. Clients also comment on the capacity of the firm for anticipating events as exemplified by the creation of a group to handle the numerous stock options backdating investigations.

In the current economic climate, emphasis has moved from M&A support through a busy first half of 2008 to restructuring and bankruptcy-related assignments. The US EBEC tax practice works with the global network on cross-border assignments and has appointed a London partner to coordinate with other European offices. Lawyers from the practice note an increasing demand for advice in connection with corporate governance issues related to executive compensation and benefits.

Ongoing appointments include counseling Blue Shield of California on benefits, compensation and ERISA aspects of their insurance policy portfolio. Recent transactional work includes representation of Booz Allen Hamilton in the sale of its government consulting business to Carlyle, and the spin-off of its commercial consulting business. The practice drew lawyers from New York, London and Hamburg to resolve the complexities of the executive compensation and pension arrangements.

CLIENTS: Practice clients include Advanced Micro Devices, Deutsche Bank, eBay, FTD Group, Gracenote, Harrah’s Entertainment, Health Net, Keystone Automotive, Maguire Properties, NTI Group, One Equity Partners, Oracle, QLT, TeleTech, TiVo and Tutor-Saliba.

INDIVIDUALS: Los Angeles-based James Barrall, chair of the benefits and compensation practice, is a leading practitioner ‘with a razor sharp mind and vast experience’. Also in Los Angeles, David Taub is recommended, particularly for acquisitions in which there are a complex employment tax issues. Silicon Valley-based Joseph Yaffe is ‘responsive, knowledgeable, creative, accessible and friendly’, and has dealt with many executive compensation and incentive matters in the technology sector.

Proskauer Rose LLP

PRACTICE: Proskauer Rose LLP’s EBEC tax group provides comprehensive advice across the discipline, from equity based compensation, through severance planning and S409A to ERISA, from planning to controversy, even to stabilizing pension funds rendered technically insolvent by fraud. The key members of the practice are based in New York and Los Angeles. Clients commend the practice members for ‘efficient service and clear explanations of the issues and solutions’.

The practice has established a client following in its own right, it does not merely act as a support resource for the wider firm. The client base ranges from multi-national quoted companies to private equity managers and bodies such as the National Basketball Association.

Proskauer Rose LLP’s New York EBEC practice serves as on-going benefits and executive compensation counsel to International Securities Exchange and in recent instructions gave advice on all employment tax issues when the exchange was acquired by Deutsche Borse. The New York lawyers also served as benefits and executive compensation counsel to French IT leader Bull on the sale of its US subsidiary Integris to a subsidiary of UnitedHealth-the deal closed in October 2008. ERISA assignments handled include advice to JPMorgan Chase in connection with private equity fund formation which involved complicated asset issues under ERISA. In a recent instruction involving advice to an executive, the practice represented Sanjay Jha in connection with his appointment as co-CEO of Motorola, and on other appointments within the group.

CLIENTS: Clients include AllianceBernstein, CBS, Discovery Communications, Gate Gourmet, Finlay Enterprises, Pitney Bowes, Neustar, Princeton Review, Teletech, Bristol Myers Squib, Smith Barney, US Airways, Metropolitan Museum of Art, Museum of Modern Art, Mount Sinai Medical Center and Continuum Health Partners.

INDIVIDUALS: Andrea Rattner, the chair of the tax department, specializes in stock option instructions and also acts as retained benefits and compensation counsel to leading companies. Michael Sirkin, who ‘dominates negotiations without it being obvious’, is commended for his superb negotiating - Sirkin is completing a three-year term as an appointee to the Advisory Committee to the Tax Exempt/Government Entity Division of the IRS. Ira Bogner works closely with a large number of financial institutions and within a broad practice is singled out for his complex ERISA work. The ‘knowledgeable and inventive’ Rory Albert, who previously co-chaired the practice with Sirkin, has established an extraordinary reputation in employee benefits and ERISA. The foregoing all practice from New York. In Los Angeles, James Williams is recommended in his broad practice.

White & Case LLP

PRACTICE: The White & Case LLP EBEC practice is a wide one, targeted at both US domestic and international markets as part of the firm’s full-service, business-targeted offering. The approach is effective, clients comment on ‘excellent service levels’ and ‘no problems working with the office in Japan’. However, the tendency of tax lawyers from the practice to work within multi-disciplinary groups on major transactions and other assignments does reduce visibility. Strengths are on offer in ERISA, in the design of new agreements and particularly in the complex combining of pension and benefit schemes which flow from cross-border transactions.

In a major cross-border, multi-disciplinary resources instruction which closed in September 2008, members of the EBEC practice advised NASDAQ listed Iconic Brand in connection the development of its brand portfolio in the Chinese market when a Hong Kong based joint venture was established.

CLIENTS: Clients include ABN AMRO, Ahold, Allianz Global Investors of America, ASCAP, AWAS, Bear Stearns, Bridgewater Associates, Deloitte, Den Nor Bank, MCI, Misys Banking Systems, Newmont Mining Corporation, Soros Fund Management, Stolt-Nielson, UBS, TORM, Vega Securities, Visa, VM Ware.

INDIVIDUALS: Washington DC-based Linda Carlisle provides ‘excellent response and matching advice’ in M&A transactions. In New York, Kenneth Raskin, head of the global executive compensation and employee benefits practice, has a deserved reputation for the creation of tax-effective new arrangements such as retirement plans, deferred compensation plans and ERISA structures. Also in New York, Andrew Oringer has a strong relationship with the M&A practice, and is expert in employee benefit strategies within corporate transactions as well as ERISA matters.

Baker Botts, L.L.P.

PRACTICE: Baker Botts, L.L.P.’s employee benefits tax practice numbers some 25 fee-earners divided between the Dallas and Houston offices, and has attracted a blue-chip corporate following.

Baker Botts, L.L.P.’s lawyers handled the spin-off of Dr Pepper/Snapple Group from Cadbury, a complex challenge which involved the separation of numerous US qualified and non-qualified retirement plans and advice on the treatment of a large number of executive and incentive compensation issues.

CLIENTS: Baker Botts, L.L.P. EBEC lawyers advise Petrochemical Industries, Pride International and CenterPoint Energy.

INDIVIDUALS: In Dallas, recent addition Felicia Finston has proved worthy of her hire in a very short time, and brings considerable expertise to the practice. Jim Raborn, in Houston, has ‘impressive expertise in the area of ERISA law’ and ‘provides a very good level of service’.

Clifford Chance

PRACTICE: Clifford Chance’s employee benefits tax practice, six strong in the US, binds to the global network and routinely joins multi-disciplinary teams in both domestic and international instructions. Specific expertise includes the tax aspects of ERISA, stock ownership, benefits and profit-sharing schemes although one-off, complex, projects constantly demand innovative thinking.

Clifford Chance employment tax specialists advised a US-based global private equity company on a major European acquisition which involved complex compensation issues and subsequently, advice in connection with deferred compensation incentives. The practice also advised Dexia on the development and rollout of equity and incentive arrangements for US employees which required detailed consideration of the treatment of foreign dividends. Additional issues addressed included withholding taxes and the treatment of globally and mobile employees.

CLIENTS: The employee benefits practice advises Siemens, Candover Partners, Mapfre, Marathon Asset Management, Partners Group, Citigroup, Zurich Financial Services, Volvo and Merrill Lynch.

INDIVIDUALS: Clifford Chance’s New York-based partner Jeffrey Lieberman, ‘a really switched-on guy - practical and proactive’ ranks at the top for ERISA tax instructions within a wide practice. Also in New York, counsel Robert Stone, ‘very talented and personable’, is recommended for complex employment matters.

Dechert LLP

PRACTICE: Dechert LLP’s employee benefits and executive compensation practice comprises 15 lawyers housed in the Philadelphia, New York and Boston offices. Clients note that ‘all the attorneys we work with are responsive, professional and knowledgeable, as are the support staff, from paralegals to administrators’. The practice advises a wide variety of clients from multi-national corporations to entrepreneurial start-ups as well as some major financial institutions. EBEC lawyers regularly advise in complex transactional matters.

In a recent representative instruction, Dechert LLP advised a leading private equity firm on the design and implementation of a sophisticated management retention program for a wholly-owned automotive company. The practice has also completed ERISA compliance projects for numerous institutional asset managers including matters arising from mergers and consolidations.

CLIENTS: Clients of the practice include AstraZeneca, Crown Holdings, Jefferies Capital Partners, One Equity Partners, Pfizer, Rohm & Haas, Shire Pharmaceuticals, Strategic Industries and Universal Health Services.

INDIVIDUALS: The vastly experienced David Jones, in the Philadelphia office, chairs the practice. In Boston, Susan Camillo is ‘always accessible, timely and responsive and extremely knowledgeable regarding ERISA and Department of Labor issues’.

Ivins, Phillips & Barker

PRACTICE: Ivins, Phillips & Barker fields a ten-attorney EBEC practice which approaches the practice area as a development of tax expertise, rather than the usual boutique approach in which tax expertise is bolted onto employment and benefits law. The practice has a reputation for dealing with complex and tricky situations and particularly relevant to the present market is a long track record of assistance to sponsors of qualified pension plans needing to navigate the complexities of Chapter 11 bankruptcy - the practice has been involved in most of the major bankruptcy cases involving qualified pension plans during the last 20 years including United Airlines, D Airlines, Enron and Delphi.

Other seams of expertise running deep within the practice includes cash balance plans, health and welfare plans, and ERISA. Assistance is also offered in M&A transactions both domestic and international, and in aspects of IRS audits and litigation.

CLIENTS: The practice has advised Bayer, Boeing, DaimlerChrysler, Disney, FedEx, Fidelity Investments, Heinz, Hitachi, IBM, Kodak, Lockheed Martin, Saudi Aramco, SC Johnson, Shell, Sodexho, Unisys, Valero and Xerox.

INDIVIDUALS: Practice head Kevin O’Brien is recommended for complex cash balance rule instructions. William Sollee has a wide practice which includes advising pension funds in Chapter 11 bankruptcy proceedings. Both partners are based in Washington DC.

Morrison & Foerster

PRACTICE: Morrison & Foerster’s EBEC practice is strongest on the West Coast where the specialist lawyers are based although, nationwide, a number of the firm’s tax attorneys have practices that include employee and executive instructions. EBEC lawyers frequently contribute to multi-disciplinary teams in major transactions and will also offer bespoke advice in connection with the formation of new plans across the benefits and pensions field. Controversy and representation through IRS tax audits is included in the practice offering.

Representative recent instructions include advice to any non-US public company in connection with an option exchange program-the practice successfully preserved the incentive value of the stock options and obtained favorable accounting treatment for an extraordinary cash dividend. Advisory work for a large multinational required the design and implementation of an omnibus stock plan allowing the granting of multiple types of equity compensation.

CLIENTS: Practice clients include Acambis, Altera, Clorox, Electroglas , Nokia, QLT, Saba Software , Sega Holdings, Thomson and Wacoal Group.

INDIVIDUALS: In San Francisco, Paul Borden, rated as ‘on the ball, constructive, and easy to work with’, includes controversy within his practice and is strong in the ERISA space. Patrick McCabe is also commended for his excellent work with individual executives and in the not-for-profit sector. In Palo Alto, Michael Frank is recommended for his work in equity incentive schemes.

Sullivan & Cromwell LLP

PRACTICE: Sullivan & Cromwell LLP’s New York-based, 19-strong executive compensation & ERISA practice offers standalone advice and planning, particularly in executive compensation and employee benefit plans. Considerable expert support is provided to the firm’s M&A lawyers - EBEC lawyers have also assisted the compensation committees and boards of many major companies both in general advice and during transactions. Clients comment on the practice’s ‘incredible teamwork, and breadth of knowledge’, and commend the effectivemanagement of the cross-over between tax issues and commercial practicalities.

Typically transaction instructions lead to ongoing advice including post-merger structuring and tax-qualified benefit plans. Advisory work includes the range of ERISA and incentive compensation such as stock option arrangements. In recent transactions, the EBEC tax lawyers advised AT&T on the $86bn acquisition of BellSouth and Wachovia on the acquisition of Golden West Financial.

CLIENTS: Sullivan & Cromwell LLP provides advice in EBEC matters to AIG, AT&T, Cablevision, Collective Brands, Eastman Kodak, Goldman Sachs, Merrill Lynch, Liz Claiborne, NYSE, Vornado and Wachovia.

INDIVIDUALS: New York-based Max Schwartz, who is ‘outstanding, a mover and shaker in the sector’, and Mark Trevino, with his strong financial sector following, co-chair the EBEC and ERISA practice.

Thompson & Knight LLP

PRACTICE: Thompson & Knight LLP’s small but expert employee benefits practice of six partners and four other fee-earners, is centered in the firm’s Dallas office. Most partners combine tax-related and general employment benefit advice and considerable expertise has been developed in the important Texas oil and gas industry’s complexities. Typical instructions include transaction related advice in connection with benefit plans, stock-related compensation design,restructuring tax-qualified retirement plans and international executive relocation issues.

CLIENTS: Clients include TXU Gas, Neiman Marcus, Nexen Petroleum and Noble Energy

INDIVIDUALS: Shelly Youree divides her time between Dallas and New York offices, and is commended for ‘a highly competent and professional service’ across the field. In Dallas, Sharon Fountain also has a wide and well-supported practice and Russell Gully has represented employers in connection with benefit plan audits by the IRS and regulators.

This section identifies practices and individual having a particular competence in the tax structuring of financial products or, in the present market, possessing the skills to advise on the tax efficient restructuring of structured products, and to conduct taxation due diligence when major financial institutions are taken over or merged.

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s top rank structured finance and derivatives offering demands tax expertise to match. Establishment approval for the tax practice came with appointment as counsel to the Securities Industry and Financial Markets Association (SIFMA) in connection with tax issues related to the sub-prime meltdown and related credit crisis. The nine tax partners in the New York office have broad practices and several of the partners include complex structured finance and financial product work in their portfolios. Clients confirm great confidence in ‘consistently sound judgment’.

Cleary Gottlieb Steen & Hamilton LLP tax lawyers were members of the team which counseled Bank of America as lead provider to the master liquidity enhancement conduit, known as M-LEC, organized by Bank of America, Citigroup and JPMorgan Chase in consultation with the US Treasury Department, to provide $200bn in financing and credit support to asset-backed commercial paper conduits holding mortgage-backed securities. Cleary Gottlieb Steen & Hamilton LLP was also appointed as special tax counsel to Citigroup Global Markets as underwriter in a series of equity-linked and fixed index-linked structured notes to a value of some $3bn issued by Citigroup Funding

In a representative example of transactional work requiring structured finance tax input, the practice advised Goldman Sachs through the acquisition of Litton Loan Servicing, a service of sub prime mortgage loans and the related restructuring of Litton’s former parent Credit-Based Asset Servicing and Securitization.

In slightly different territory, Cleary Gottlieb Steen & Hamilton LLP has assisted several major financial institutions undergoing Internal Revenue Service audit controversies in connection with cross-border structures, convertible debt instruments and tax-driven financial products.

CLIENTS: Clients include many major banks such as Credit Suisse, Invesco, Morgan Stanley, JPMorgan Chase, RBC Dain, Deutsche Bank Merrill Lynch, Nomura and UBS. The wider client base includes investment managers such as ColumbusNova.

INDIVIDUALS: Cleary Gottlieb Steen & Hamilton LLP’s New York-based tax partners include James Peaslee, the author of Federal Income Taxation of Securitization Transactions, who is ‘confidence inspiring and a pleasure to work with’. William McRae has built a niche in the taxation of swaps, convertible bonds and other exotica within his strong practice. Also commended by clients are Erika Nijenhuis and Kristofer Hess.

Davis Polk & Wardwell

PRACTICE: In more normal times Davis Polk & Wardwell’s tax practice provides expert support on complex hedging and other OTC transactions, including equity monetization strategies, tax-efficient share repurchase programs, and cross-border hybrid transactions. Despite the ruptured market Davis Polk & Wardwell, which has avoided any high visibility staff culls, ‘still strings a talented group’, and the tax practice continues to contribute to the new instructions coming through and to the numerous restructuring and workouts underway. Two partners in the tax practice are committed substantially to structured products and derivatives instructions.

Davis Polk & Wardwell is one of the firms preferred by the US Treasury, and in March 2009 was appointed to advise in connection with restructuring of AIG, an assignment which requires considerable tax expertise in structured products. The deal is referred to in more detail in our Domestic Tax: Eastern section. The tax practice is also advising Citibank on the US Treasury Department recapitalization, a sensitive instruction which requires consultation with Citibank private investors including several sovereign funds.

CLIENTS: Clients include Morgan Stanley, JPMorgan Chase, Bank of America and Credit Suisse, Citigroup, Goldman Sachs, Deutsche Bank and AIG.

INDIVIDUALS: A significant part of Po Sit’s practice is in the structured finance and derivatives field in which he has ‘comprehensive and relevant tax knowledge’. Samuel Dimon has a practice is biased towards financial products and derivatives and usefully in the current market, has advised in numerous major bankruptcies. Neil Barr, who was promoted to partner in 2008, is advising in the Citibank instruction. All partners practice from New York.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: Skadden, Arps, Slate, Meagher & Flom LLP’s structured products tax attorneys are substantially based in New York although the Chicago office houses several heavyweights in the practice area. The nature of the work requires team-commitment, a quality which Skadden, Arps, Slate, Meagher & Flom LLP has managed to build into the firm’s culture - clients confirm the ‘very positive contribution which the tax people bring to complex and novel structures’.

In a recent instruction, lawyers from the New York office provided tax advice to IHOP in its acquisition of Applebee’s International, a complex deal involving the issue of preferred stock and a series of notes issued by securitization vehicles with some notes covered by a financial guaranty insurance policy. Also from New York, Deutsche Bank was assisted in various financings and restructurings. In another challenging assignment, the practice advised Bear Stearns on the tax issues of its $1bn acquisition by JPMorgan Chase.

CLIENTS: Skadden, Arps, Slate, Meagher & Flom LLP acts for many of the major players in the structured finance sector including Bank of America, Bank of Scotland, National Australia Bank, HSBC, Calera Capital, Goldman Sachs, Morgan Stanley, Credit Suisse, Merrill Lynch and Blackstone.

INDIVIDUALS: Edward Gonzalez is commended as an innovator and Kirk Wallace, ‘good to have on side’, is highly recommended by clients for his derivatives and financial products work. Charles Morgan, ‘a very clever lawyer’, specialises in Canadian/US financing and is expert in the Canada/US Multijurisdictional Disclosure System.

Cadwalader, Wickersham & Taft LLP

PRACTICE: Cadwalader, Wickersham & Taft LLP’s financial products practice is fairly small. Just six partners in New York and Washington DC practice wholly or partially in the field. Clients confirm ‘a most competent and expert service’, generally in instructions related to the firm’s more complex structuring assignments.

The practice is advising in some of the major sub-prime Chapter 11 bankruptcy cases on behalf of the major investment banks as well as assisting in the restructuring of many sophisticated financial products and complex derivatives. It is also on the multidisciplinary team representing nine groups of creditors in the Lehman Brothers bankruptcy including Citigroup, Lehman’s second-largest lender, Morgan Stanley, one of Lehman’s largest trading counterparties, and several separate hedge funds with claims against different Lehman subsidiaries.

CLIENTS: Clients include Credit Suisse, Fortis Americas, West LB, Goldman Sachs, Merrill Lynch, Barclays, Hypo Bank, Société Générale and Calyon.

INDIVIDUALS: New York-based David Miller is ‘a true expert in the tax aspects of derivatives and financial instruments’. Mark Howe in the Washington DC office is recommended for tax structuring offshore funds and has wide experience in cutting edge products such as hybrids and synthetics.

Clifford Chance

PRACTICE: Clifford Chance’s New York financial product tax lawyers provide the sophisticated input required to maintain the firm’s leading position in structured finance. The UK origins and global reach of Clifford Chance provide an edge in cross-border instructions. Clients commend the practice on ‘quick responses no matter how complicated the documentation’.

Clifford Chance was chosen to advise Goldman Sachs in the high-profile, long-running, restructuring of Cheyne Finance, a Structured Investment Vehicle (SIV), with a portfolio of some $6bn of securities, in receivership. The challenging instruction required that the reconstruction met the competing demands of various groups of investors, each with different tax objectives. The practice has also rapidly developed expertise in the growing covered bonds market and advises several leading banks as underwriters counsel in covered bond programs.

CLIENTS: Clifford Chance’s clients include UBS, Morgan Stanley, Swiss Re, Deutsche Bank, Barclays, JPMorgan Chase, Standard & Poors and Citigroup.

INDIVIDUALS: Clifford Chance’s stand-out financial products tax expert is Donald Carden, ‘one of that small group of lawyers who can cope with rarefied debate’. Robert Thornton Smith, who joined the practice from Linklaters in the fall of 2008, brings useful expertise in securitization tax issues. Both partners are based in New York.

McDermott Will & Emery LLP

PRACTICE: McDermott Will & Emery LLP’s Andrea Kramer heads the financial products ‘tax consulting powerhouse’ - a small but expert practice with wide experience in the design, trading and use of structured and derivatives products. Kramer ‘demands high standards of subordinates and has nurtured a culture where the team gets things done on schedule’. The practice represents a range of clients from high-net-worth families to public utilities, but is best equipped to serve the investment management, hedge fund, private equity manager sector which requires rapid, accurate advice in novel situations or guidance through IRS tax audits.

Recent projects include a range of complex derivatives tax planning for domestic hedge fund managers many involving complex structured products and sometimes foreign investors relying on the ‘trading safe harbors’ rules to escape US taxation.

CLIENTS: Clients include Goldman Sachs, Chevron, Morgan Stanley, Metropolitan Life Insurance, and many blue chip investment and fund managers.

INDIVIDUALS: Andrea Kramer ‘is widely recognized as one of our nation’s most important voices in financial market tax policy’ and is highly recommended for her energy, competence and ‘impressive standards’. William Pomierski specializes in structured and derivatives products and is highly commended.

Orrick, Herrington & Sutcliffe LLP

PRACTICE: Orrick, Herrington & Sutcliffe LLP’s tax practice has developed the expertise to provide the necessary support to the firm’s strong structured finance and derivatives department. The firm’s tax lawyers are not affected by the downsizing in other practice areas - any downturn in new deal work has been compensated by instructions flowing from the Orrick, Herrington & Sutcliffe LLP financial crisis working group. The practice has experience across the range of structured products and is particularly strong in this municipal finance and derivatives.

In several ongoing instructions, the practice is advising commercial banks on appropriate financing structures for the reacquisition of multibillion dollar tranches of auction rate preferred stock subject to agreements with various government agencies. For Barclays Bank, it is providing representation in connection with an equity derivatives program and, in a key instruction from the US Treasury Department, is working with Goldman Sachs to develop a proposal for a covered bond structure applicable to tax-exempt bonds.

CLIENTS: Clients include Credit Suisse, Deutsche Bank, Royal Bank of Canada, Wachovia Bank, Morgan Stanley and Bank of America.

INDIVIDUALS: San Francisco-based George Wolf, who heads the practice, is a leading authority on municipal bonds and derivatives taxation. In New York, John Narducci specializes in securities and derivatives taxation and advises in tax efficient cross-border structures.

Shearman & Sterling LLP

PRACTICE: Shearman & Sterling LLP’s expert financial products tax practice divides between the Washington DC and New York offices - the latter has built in strength over the last few years. Clients comment that working between the two offices is a seamless process.

In March 2009, the New York team advised seven leading financial institutions as dealer managers on the Ford Motor Company debt restructuring plans which were targeted at a reduction of $10.4bn of its indebtedness. New York attorneys also advised Royal Bank of Scotland in the structuring of an offer to buy back outstanding debt securities of $8.1bn

CLIENTS: Clients include Merrill Lynch, Morgan Stanley, JPMorgan, Bank of America, Citigroup, Credit Suisse First Boston and Morgan Stanley.

INDIVIDUALS: Washington DC-based Robert Rudnick has long experience in the practice and has acted as principal outside counsel to several leading financial institutions. Also in Washington DC, Michael Shulman works closely with investment banks on complex structures. In New York, Douglas McFadyen advises on derivatives products. Peter Blessing, also in New York, advised in the Ford Motor Company instruction.

Sidley Austin LLP

PRACTICE: Sidley Austin LLP’s New York tax practice is not confined to supporting the structured finance and derivatives department but the tax attorneys do take a leading role in the teams which are now heavily involved in distressed transactions and reshaping structured investment vehicles.

Sidley Austin LLP belongs to the small group of firms which have been instructed in the major investment bank recapitalization exercises - the tax practice was involved in the high-profile representation of Lone Star in the private equity fund’s acquisition of $30bn par value bonds secured by natural and synthetic Asset Backed Security (ABS) positions for a consideration of $6.7bn - the transaction was part of the move by Merrill Lynch to clean up its balance sheet prior to the sale of the investment bank to Bank of America.

The practice represented a single bank in sales and senior financings of over $11bn of leveraged loan portfolios to private equity investors during 2008. It also advised Bank of America in the US covered bond offering with an initial tranche of $6bn and a potential $30bn program maximum.

CLIENTS: Clients include AIG, Bank of America, Barclays Capital, BlackRock, Credit Suisse, Fortress Investment, Goldman Sachs, PepsiCo and Sentiment Group Funds.

INDIVIDUALS: Robert Kreitman and Paul Wysocki co-head the New York tax practice and jointly coordinate Sidley Austin LLP’s national tax practice. Robert Kreitman’s practice is focused on the tax aspects of structured products, securitized assets and credit derivatives. Paul Wysocki has a broad practice which includes investment funds and specialized derivative financial instruments. Laura Barzilai has represented insurance companies in connection with the credit derivatives products. All are based in New York.

Sullivan & Cromwell LLP

PRACTICE: Sullivan & Cromwell LLP’s dedicated financial products tax practice is small but advises in instructions of the greatest complexity. Well supported by leading investment banks, it is has created and implemented many tax-efficient hybrid debt and equity instruments. More recently, responding to the financial crisis, practice members were on the multidisciplinary group advising Barclays on the takeover of Lehman Brothers North American capital markets and banking operations.

CLIENTS: Sullivan & Cromwell LLP’s clients include Barclays, Morgan Stanley, JPMorgan, Citigroup, Bank of New York, Royal Bank of Canada and UBS.

INDIVIDUALS: Based in New York, partner David Hariton is ‘one of the smartest tax lawyers in the New York tax community’.

This section covers law firms advising in tax controversies, be they administrative appeals or litigation. Firms report that the level of instructions has been totally unaffected by the economic crisis and that an increase in tax controversy work can be anticipated as federal and state tax authorities revisit and reinterpret existing legislation. Also, the increase in bankruptcy instructions will generate tax issues which require rapid resolution.

Clients place a high value on the lawyers and law firms capable of negotiating tax disputes to closure before litigation is required. Credit is therefore given to those firms who can manage the Internal Revenue Service (IRS) audit and administrative appeal system as well as those who have a record of advocacy in state and federal courts.

Most firms accept only civil instructions. Firms accepting criminal instructions in tax matters are noted.

Mayer Brown

PRACTICE: Mayer Brown was one of the first firms to separate transactional work from disputes, and now combines tax controversy and transfer pricing within a single practice. The complement has grown to some 55 attorneys, with the majority based in Chicago, and the remainder mostly in New York, Palo Alto and Washington DC. The practice is emphatically national with some 90% of corporate tax instructions originating outside the firm’s perceived Chicago home-ground. Although intra-firm referrals are important to the group, much of the departmental work is self-generated.

Mayer Brown is one of the few firms with the capacity and lawyers with the gravitas to litigate several complex cases simultaneously and this alone is high recommendation. However, it is where disputes with the IRS have entered the shadowland hiatus between tax audit and court that the Mayer Brown negotiating skills and the eye for compromise are paramount. Clients consistently praise the ‘determined and inventive’ tax attorneys who ‘negotiate hard to strike realistic and acceptable deals’.

The practice recently represented Consolidated Edison in a trial defending a leasing shelter transaction attacked by the IRS on grounds including ‘economic substance’. A differently constituted team acted for Tribune Company in litigation which required detailed interpretation of the definitions concerning corporate reorganizations contained in Section 368 of the Internal Revenue Code. Other public domain cases include representation of Flextronics in a $40m expense deduction claim which addresses the ambiguity of the business purpose test and whether it should be applied to the overall transaction or to each step.

CLIENTS: Mayer Brown tax controversy clients include Wells Fargo Bank, Abbot Laboratories, Nestlé Holdings, Brunswick Corporation, Tyco International, Tribune Company, Motorola, and JPMorgan Chase.

INDIVIDUALS: Chicago-based Joel Williamson, one of the most senior tax attorneys in the US, has litigated over 60 tax cases from economic substance to captive insurance. In the same office, Thomas Kittle-Kamp is ‘clever, very likeable, unassuming but very impressive in court’. Also housed in Chicago and client commended are Thomas Durham, who takes both state and federal disputes and has a particular expertise in the not-for-profit sector, and Patricia Anne Rexford, who is a standout on transfer pricing and foreign tax credit issues. In Washington DC, Charles Triplett, who was with the IRS for 16 years, mainly working on international tax, led in the long-running and ground breaking Motorola ‘cross-licensing’ litigation which settled in 2007. In the Palo Alto office, Larry Langdon, ‘knows tax and knows business too’. David Abbott, who is based in New York, has a long list of docketed cases to his credit.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: Skadden, Arps, Slate, Meagher & Flom LLP’s tax controversy practice has, for some time, possessed that critical mass of talent which makes it very easy to recruit extremely talented people when either opportunity or need arises. Many firms would be facing a generational change within the next few years with some trepidation but the succession at Skadden, Arps, Slate, Meagher & Flom LLP has been well planned and is already visible. Several senior members of the team have served in the highest federal tax policy and administrative positions.

Skadden, Arps, Slate, Meagher & Flom LLP attorneys have appeared at every level of Court in connection with federal tax matters, the US Tax Court, the US Courts of Appeal and the US Supreme Court, and can cite many precedent cases, including FedEx, in which the Sixth Circuit approved deductible provision for cyclical aircraft engine maintenance and Newark Morning Ledger, which established deductible depreciation for acquired intangible assets.

It is, however, in the many confidential, private negotiations with the IRS that Skadden, Arps, Slate, Meagher & Flom LLP excels. Typical recent work includes, complex tax audits, stock option back-dating, high value IRS disputes, promoter penalty fast-track proceedings, tax fraud investigations, and obtaining formal and informal IRS rulings.

Skadden, Arps, Slate, Meagher & Flom LLP tax attorneys also handle complex tax fraud. The practice provided for litigation team which defended KPMG in the high-profile and long-running fraudulent tax shelters prosecution which was successfully concluded by deferred prosecution agreement.

CLIENTS: Clients of the tax controversy practice include Merrill Lynch, Freddie Mac, KPMG, Federal Express, GlaxoSmithKline, Newark Morning Ledger, Estate of SI Newhouse, Otto Candies and Estate of Joseph H Lauder.

INDIVIDUALS: Kenneth Gideon has proved his mettle by obtaining numerous private letter rulings and regulatory amendments, as has Pamela Olson, who took a break from Skadden, Arps, Slate, Meagher & Flom LLP to serve as assistant secretary of tax policy at the Department of Treasury. Alan Swirski has ‘a tremendous capacity to absorb financial complexity’. Albert Turkus, is ‘brilliant in court’, and John Williams has the ‘ability to decide when a case is worth running’. Julia Kazaks, commended for her ‘practical application of impressive legal knowledge’ is a younger partner who seems destined for the top. Fred Goldberg who served as Chief Counsel for the IRS, brings tremendous experience and gravitas to the practice. All are based in Washington DC.

Chamberlain, Hrdlicka, White, Williams & Martin

PRACTICE: Chamberlain, Hrdlicka, White, Williams & Martin’s tax controversy practice comprises some 20 attorneys based in Atlanta, Houston and since 2007, when a strong trio defected from Miller & Chevalier Chartered, in Philadelphia. Members of the practice include attorneys who previously served in the US Department of Justice Tax Division and IRS Office of Chief Counsel. Other attorneys have additional business qualifications including Certified Public Accountant. Practice clients range from the largest multinational corporations through to individuals. Representation through all phases of the controversy process from tax audit through IRS Appeals to litigation is on offer and the practice will also represent companies and individuals subject to allegations of criminality in tax matters.

In a civil case settled in December 2007, the practice negotiated a pre-trial settlement for Black & Decker. Also in 2007, lawyers acted for the taxpayer in WFC Holdings v United States - litigation concerning a $423m capital loss claim. Other successes for the practice include the case of Kohler, in which the court accepted the taxpayer’s claim that participation in a Mexican debt-equity swap did not produce a short-term capital gain

CLIENTS: Clients include Sealy Power, North Carolina Oil Jobbers Association, National Bank of Commerce, South Gas & Water, Weber Paper Company, Kimberly-Clark, Plains Petroleum, Sunshine Department Stores, DAngelo Associates, Garber Industries and Valero Energy.

INDIVIDUALS: In Houston, the vastly experienced George Connelly, head of the practice, ‘knows how the IRS works better than they know themselves’. In Philadelphia, Philip Karter has succeeded in some challenging instructions, including the Black & Decker case, on which he worked with Herbert Odell in the same office. In Houston, Larry Campagna is the practice heavyweight in white-collar crime and tax fraud - he successfully defended a major firm of accountants in a tax malpractice prosecution. Kevin Johnson in Philadelphia, is a former IRS agent who has successfully defended an accountancy firm threatened with suspension from the E-filing program following the discovery of compliance problems during an audit.

Latham & Watkins LLP

PRACTICE: Latham & Watkins LLP’s US tax controversy practice numbers some 25 lawyers who work with a further ten practitioners based in the key European offices on international matters. Some members of the practice also handle non-controversial instructions. The main complement of litigators is based in Washington DC with a smaller group in Los Angeles. The practice offering is comprehensive and several members have experience of work in the IRS and Department of Treasury. The attorneys are praised for ‘creativity and negotiating skills - they try very hard to resolve issues without litigation and know their way around the corridors’.

Strong niches in the practice include the representation of tax professionals undergoing investigation by the IRS Office of Professional Responsibility (OPR) for violation of the disclosure requirements under Circular 230. It also has expertise in the taxation of insurance companies and products, including international reinsurance and cascading excise tax.

The practice represents a large number of major corporations in federal income tax controversies with the IRS. Washington DC lawyers represented Ernst & Young before the IRS and other investigative bodies in connection with tax shelter promotional activities. Lawyers also acted for Bausch & Lomb before the IRS and the US Tax Court regarding partnership and corporate issues.

CLIENTS: Clients include Amgen, Arcadis, Cardinal Health, Chrysler, CIGNA, Computer Science Corporation, HCA, Hotels.com, Manor Care, Raytheon and Liberty Media.

INDIVIDUALS: Washington DC practice chair Gerald Kafka, who served with the Department of Justice Tax Division, is ‘a truly great tax litigator’. In the same office, Rita Cavanagh is pre-eminent in representing tax practitioners before the IRS Office of Professional Responsibility, and Susan Seabrook, who served for six years as a trial lawyer for the IRS specializing in insurance company litigation, is recommended for all insurance and reinsurance controversy. Also in Washington DC, Kim Marie Boylan ‘commits to her case’ and is expert in accounting nuances. In Chicago, Roger Jones combines ‘court experience, knowledge and a friendly demeanor’.

McDermott Will & Emery LLP

PRACTICE: McDermott Will & Emery LLP’s tax controversy attorneys, some 30 in number, are located across the firm’s national offices with the largest practice groups based in Chicago and Washington DC. The firm’s tax lawyers offer ‘commitment throughout’ in representing clients on all aspects of federal tax controversy, including IRS audits and appeals, competent authority matters, and trial and appellate litigation. McDermott Will & Emery LLP also has considerable experience in state income tax litigation nationwide.

McDermott Will & Emery LLP’s William Goldman and Robin Greenhouse, in Washington DC and Joseph Selby, in Boston, were instructed by General Mills to represent the company in complex and precedent tax refund litigation concerning deductions under section 404(k) of the IRS code on the portion of redemptions paid by the company to its ESOP and distributed to leaving employees. Jean Pawlow, also based in Washington DC, is the lead attorney for Capital One in another precedent tax litigation concerning the federal tax treatment of credit card interchange discounts and the appropriate deduction for rewards programs such as air-miles.

In a California state income tax litigation, the practice represented the Square D Company in a case which involved unitary, business income and gross receipts issues - the litigation lasted two years and other controversies are now being dealt with in other state jurisdictions.

CLIENTS: The practice has represented, or is representing, the following clients in significant tax controversy matters: Chevron, Bryan Cave, American Pacesetter, American Express, Andersen, General Mills , Jenkens & Gilchrist, University of Chicago, Northern Trust Company, Sodhexho, Boise Cascade, and Indeck Energy Services.

INDIVIDUALS: Chicago-based Thomas Borders, who heads the tax controversy practice, ‘gets down to the important issues with great clarity’; Borders was previously a trial attorney for the Office of Chief Counsel with the Internal Revenue Service. Jean Pawlow, in Washington DC, is ‘a pleasure to work with, clever, an excellent advocate, personable and possessed of an instinctive business understanding’. Martha Groves Pugh, who rejoined the firm as a partner in Washington DC during December 2008, has extensive experience of tax accounting issues in the energy industry such as nuclear decommissioning deductions - William Goldman and Robin Greenhouse are also recommended.

McKee Nelson LLP

PRACTICE: McKee Nelson LLP’s controversy practice comprises 13 partners, all based in Washington DC. Members of the practice have previously served in the upper echelons of the IRS and the US Treasury Department and as Justice Department tax litigators. Lawyers have extensive audit and administrative appeal experience as well as having litigated significant Federal cases. The tax controversy practice, which clients note ‘has a deep bench’, undertakes all aspects of litigation. Lawyers in the practice have considerable experience in foreign evidentiary issues in civil investigations and litigation, and in the procedural rules established by the Fiscal Responsibility Act 1982 (TEFRA) for the tax audit of partnerships.

The practice represented an investment bank and its affiliates in several matters including the refund claim for over $500m - the claim was based on three significant and four subsidiary issues arising in connection with an IRS audit covering several years.

Since April 2007, the practice has represented an insurer in bankruptcy in connection with two significant matters which will continue through the bankruptcy. Both matters concern IRS audits, the first involves a cross-border financing transaction between an affiliate bank and the foreign bank, and the second involves partnership tax issues-the potential amount at stake could be in excess of $340m.

CLIENTS: Clients include Dow Chemical, GlaxoSmithKline, and many other major corporations and financial institutions.

INDIVIDUALS: Michael Desmond, the practice chair, rejoined the firm in 2008 after three years as Tax Legislative Counsel of the US Treasury Department. Raj Madan is recommended as ‘an excellent lawyer with considerable negotiating skills’. John Magee is highly recommended for transfer pricing disputes within his wide practice and Sanford Stark appeared in the largest ever single Tax Court transfer pricing litigation. The firm’s founder William Nelson continues his expert practice in partnership tax and other complex tax controversies. All practice from Washington DC.

Miller & Chevalier Chartered

PRACTICE: Miller & Chevalier Chartered’s Washington DC-based controversy practice numbers 11 with additional support available in the wider litigation group when required. The strength of the group was enhanced in September 2008 when George Clarke joined the Washington DC office from Baker & McKenzie to build the criminal tax defense practice. The practice is commended by clients for providing assistance and support in both civil and criminal controversy and litigation. Members of the practice have appeared in all levels of court and undertake appellate instructions.

CLIENTS: The firm has acted for Exxon, Kraft Foods and Dow Chemical.

INDIVIDUALS: Key partners in the tax controversy group at Miller & Chevalier Chartered include David Blair, a former trial attorney for the Tax Division of the US Department of Justice, and Lawrence Gibbs, who served as a Commissioner of the IRS. George Clarke is recommended for criminal tax defense. All are based in Washington DC.

Baker & McKenzie

PRACTICE: Baker & McKenzie’s inclusion in this section is based on the market-leading expertise it has developed at a national and worldwide level in transfer pricing. Baker & McKenzie claims that the firm’s transfer pricing practice is the largest and most effective in the world and the claim has some merit. The US practice is represented in Chicago, New York, Washington DC, Dallas, Miami and Polo Alto. Economists are a mainstay of the practice which can perhaps be seen as disputing territory with the major accountancy firms as well as competing with other lawyers.

The practice has experience of transfer pricing negotiations in virtually every industry and has handled numerous tax audits and IRS appeals for US domestic and foreign multinational clients. The skills of the group are also brought to bear in establishing global transfer pricing policies for multinationals to ensure unified and consistent policies. Although the emphasis of the practice is on risk-reduction and settlement by negotiation, numerous high-profile transfer pricing cases have been litigated in the federal courts.

In wider tax controversy work the practice has a more limited claim. The practice handles the more usual cut and thrust audits and members have strong records in courts of all levels, but the current focus is clearly on the huge transfer pricing market.

CLIENTS: Litigation on transfer pricing matters in the federal courts has been undertaken for Bausch & Lomb, Eli Lilly, Compaq Computer, Club Med, St Gobain, Astra USA and Yamaha.

INDIVIDUALS: In Chicago, Gregg Lemein heads the US practice and brings long experience
in international tax and transfer pricing to
his instructions. Also in Chicago, James O’Brien, who led the global practice until recently, Mark Oates and Thomas Linguanti each handle complex and challenging instructions. Washington DC-based Duane Webber is ‘extremely impressive’.

Dewey & LeBoeuf LLP

PRACTICE: Dewey & LeBoeuf LLP has a significant tax controversy and litigation practice which represents corporations, partnerships and individuals in disputes ranging from IRS audits to litigation in the US Supreme Court. The practice has a reputation for using all efforts to close audits using negotiation or alternative dispute resolution but certainly has the muscle to handle complex litigation at the highest level, including the largest US criminal tax investigation and four recent Senate tax investigations. Clients confirm ‘an impressive level of commitment to us through a complex dispute’.

Dewey & LeBoeuf LLP’s senior controversy lawyers are representing a major international bank in several hundred tax-oriented litigation matters brought by investors against the bank and current and former employees. The practice is also representing the same bank in connection with IRS tax shelter regulatory investigations. In January 2009, following argument by Dewey & LeBoeuf LLP tax attorneys, the US Tax Court approved the basis of the estate tax valuation in Estate of Litchfield v Commissioner to approve the discounts taken for built in capital gains taxes and the minority interests into closely-held corporations.

CLIENTS: Dewey & LeBoeuf LLP represents JPMorgan Chase, Merrill Lynch and AIG.

INDIVIDUALS: Lawrence Hill, who is based in the New York office, ‘stands out as one of the country’s pre-eminent specialists in tax controversy, procedure and administration’. Also in New York, Mark Allison, who argued the Litchfield case, is widely experienced in complex issues. Abraham Shashy, a former chief counsel for the Internal Revenue Service, is based in Washington DC, and combines his impressive tax controversy work with corporate tax planning.

Fulbright & Jaworski LLP

PRACTICE: Fulbright & Jaworski LLP’s tax practice handles tax controversies of every type across industrial sectors, not-for-profit companies and high-net-worth individuals, families and estates. Recent instructions include assistance to wealthy individuals in connection with interests in overseas entities where reporting requirements have not been met. Clients note ‘top-notch service quality in a matter which demanded a precise, strategic and adaptive approach’.

Recent corporate instructions include the representation of Schering-Plough in a US Department of Justice Tax Division case concerning the income tax treatment of transactions involving interest rate swaps, the economic substance doctrine, substance over form, and the step transaction doctrine. Practice attorneys are also representing Baker Hughes in an IRS audit whose significant issues relate to transfer pricing and other issues involving foreign subsidiaries.

Three members of the Fulbright & Jaworski LLP practice are acting in 110 individual refund claims in which the IRS has asserted that the underlying transactions were listed as tax shelters.

CLIENTS: Clients include Shell Oil, Citibank, Suzanne Pierre,Valero Energy, Comcast, Exxon Mobil, Integrys Group and AT&T.

INDIVIDUALS: Jasper (Jack) Taylor leads the practice from Houston, where Nancy Bowen and Thomas Godbold specialize in federal tax controversy. Shawn O’Brien in the same office is recommended for individual controversy litigation. In New York, Kathryn Keneally ‘knows procedural issues well and is very expert in criminal tax’. Charles Hall, the elder statesman of the group, who practices in Houston ‘is one of the best in his field’.

Kirkland & Ellis LLP

PRACTICE: Kirkland & Ellis LLP has a deserved reputation for litigation work including tax controversy. The firm’s practice is largely housed in the firm’s powerhouse Chicago office, with a secondary presence in Washington DC. Note should also be made of the availability of former Whitewater special prosecutor Kenneth Starr, who is based in Los Angeles, where he specializes in appellate work - Starr was instructed to handle an appeal by eye-care giant VSP challenging an IRS ruling that it does not qualify for tax-exempt status.

Kirkland & Ellis LLP’s practice has established a winning reputation for federal and state tax representation in both administrative appeals and the courts. While much of the practice work is confidential, notable successes such as the representation of global telecoms provider Qwest in litigation with the IRS over the
accounting treatment of the costs of laying fiber optic cable is noteworthy. Tax attorneys also acted for WR Grace/CHPP in defending an IRS claim that income and social security taxes should have been deducted on payments made by the company to its peripatetic nurses
in reimbursement of travel costs and other expenses.

CLIENTS: Kirkland & Ellis LLP clients include, General Motors, Qwest Communications, Northwest Airlines, United Airlines, Tenet Healthcare, Sara Lee and WR Grace.

INDIVIDUALS: Chicago-housed Todd Maynes, ‘a brilliant lawyer and a fighter but canny enough to know when to take a deal’, handles virtually all the tax litigation work for General Motors, and has established a leading reputation for his work within the airline industry following representations of Delta, United and several other leading companies. Natalie Hoyer Keller, also in Chicago, has numerous docketed cases to her credit and has acted for such firms as Tenet Healthcare, General Motors and Alcoa.

Reed Smith LLP

PRACTICE: Reed Smith LLP’s state tax practice has grown to 21 lawyers and continues to selectively recruit in anticipation of a more aggressive approach by state tax authorities as the economic crisis hits public coffers. Well supported by major companies, lawyers have recently resolved major appeals in states across the country, from California and Colorado to New York and New Jersey. While most of the appeals are settled at the administrative level, the practice is the largest of its type with the capacity to handle several multistate tax disputes simultaneously. The service offered from five cities nationwide ranges from detailed initial business reviews and advice, to audits and litigation.

The practice continues to be involved in corporation tax apportionment formula disputes and represented General Engines Company in the New Jersey Tax Court claiming that the state’s interpretation of the rule violates the constitutional requirement of fairness-the judgment will impact on nearly every corporation doing business in the state of New Jersey. Lawyers are also representing FedEx in Pennsylvania in litigation about how transportation companies should compute the base for corporate taxes - Reed Smith LLP attorneys prevailed in the lower court and the state Department of Revenue has appealed to the Pennsylvania Supreme Court.

CLIENTS: Clients include Microsoft, Union Bank of California, Consolidated Freightways, Gannett, Teichert, Dial Corporation, Electronic Data Systems, Macy’s Department Stores, Wachovia, WorldCorp and PTI Communications of Alaska.

INDIVIDUALS: In Philadelphia Lee Zoeller, who heads the practice group, is leading in the FedEx litigation - he is ‘extremely methodical, and considers every angle’, and highly recommended for major state tax controversy. James Kleier, based in San Francisco office, is a widely respected and formidable advocate who represented Microsoft in long running Californian litigation which reached the California Supreme Court. John Messenger, also in San Francisco, and who has also represented Microsoft in the California Courts, has developed a niche in the unique Alaskan state oil taxation issues. Washington DC-based Donald Griswold is a vastly experienced state tax lawyer recommended for state tax efficiency reviews of large, multistate businesses.

Sidley Austin LLP

PRACTICE: Sidley Austin LLP’s 11-partner tax controversy practice is centered in the Chicago office with representation in New York, San Francisco and Washington DC. No partner claims to practice only in controversy, and this broad approach has developed a practice which is perhaps rather stronger at negotiating IRS audits, administrative appeals and the cut and thrust of settling issues at both state and federal levels rather than full scale litigation. Clients comment on the close attention to detail which is the hallmark of the Sidley Austin LLP tax attorneys who are ‘immensely helpful and constructive’. The niche strength of the tax controversy team in insurance taxation is noteworthy. Several lawyers specialize in the sector and are currently handling a major captive insurer dispute. Sidley Austin LLP has recently represented several insurance companies in Illinois state income tax litigation including Allstate and Sun Life Assurance Company of Canada.

Federal tax representation includes a determination of economic substance litigation in the US Supreme Court for Coltec Industries and an inventory accounting issue in the Tax Court for Tyson Foods

CLIENTS: Clients include Tyson Foods, PDV America, Federal National Mortgage Association, Safety-Kleen Oil Recovery, Mobil, Sprint Corporate and Sears, Roebuck.

INDIVIDUALS: Sidley Austin LLP’s tax controversy group, includes Chicago-based Jay Zimbler, whose controversy-biased practice includes appellate representation of several multinationals. Also in Chicago, state tax specialist Scott Heyman is highly recommended. In San Francisco, Clifford Gerber ranks as the firm’s expert on of tax-exempt-financing.

Steptoe & Johnson LLP

PRACTICE: Steptoe & Johnson LLP’s 14-partner tax practice is centered in Washington DC with a smaller representation in Phoenix. Several members of the practice have served in the Justice Department, Treasury and IRS. It handles both state and federal tax controversy and also accepts instructions in criminal tax litigation. The practice has represented large publicly owned corporations in tax disputes and has developed particular expertise in the taxation of insurance companies and tax exempt entities.

Attorneys from the tax controversy practice succeeded for Textron before the US District, to obtain a ruling that the IRS did not have the rights to internal tax documents belonging to the aerospace and defense contractor-the case has been appealed. In a confidential matter, attorneys are disputing a claim by the IRS against a major financial institution that the $2bn tax claim is based on transactions amounting to a tax shelter and, in state court litigation, Union Pacific was represented over the terms of the tax allocation agreement with a previously spun off subsidiary.

CLIENTS: Clients include Koch Industries, Electronic Arts, Gillette, Hewlett-Packard, Liberty Media, MassMutual, Phoenix Mutual Life, Royal Bank of Canada, Westpac and WR Grace and Company.

INDIVIDUALS: Arthur Bailey in Washington DC has considerable experience of litigation at the highest level - he led in the Textron matter. Also in Washington DC, Matthew Lerner handles tax disputes involving complex financial instruments and is adept at cross-examining expert witnesses when economic substance is questioned. In the same office, Anne Moran is expert in the IRS audit of welfare and pension plans. In Phoenix, Pat Derdenger has an extensive state and local tax practice.

Sutherland Asbill & Brennan LLP

PRACTICE: Sutherland Asbill & Brennan LLP’s tax practice divides more or less equally between Atlanta and Washington DC. Most lawyers taking controversy instructions also handle transactions or have a specialization within the firm’s wider offering which brings the breadth of approach which is appreciated by clients. Several senior partners have held senior government positions close to policy making and the practice is weighty for a medium-sized firm. Clients note that the lawyers are ‘helpful and determined, but never less than realistic’.

In recent instructions, attorneys from the practice, working with the local counsel, successfully defended a large private foundation against a threat and revocation of its exempt status by the IRS-this followed the resolution of multistate litigation which challenged brieaches of fiduciary duty by the trustees. Lawyers have also worked with a number of foreign governments concerning US tax-related employee issues concerning the various classes of employee within the IRS Code which affect diplomats, locally hired non-US resident employees and other categories.

CLIENTS: Sutherland Asbill & Brennan LLP’s clients include Kislev Partners, Procter & Gamble and State Farm Insurance.

INDIVIDUALS: In Washington DC, Jerome Libin, practice chair, is a first class tax litigator with a deep involvement and interest in the development of fiscal policy. In Atlanta, Jerold Cohen, who was Chief Counsel for the IRS under the Carter Administration, is a determined advocate who has been acting in the Estate of Burton Kanter for some eight years - the case travelled from the Tax Court to the Supreme Court and back; the Tax Court’s latest decision has been appealed. Also in Atlanta, Matthew Gries has built an excellent reputation for his work in IRS appeals and rulings as well as court.

White & Case LLP

PRACTICE: White & Case LLP’s controversy practice is based round the core group of some 10 attorneys in Washington DC and New York. The emphasis of the practice work is increasingly in the transfer pricing and international tax arena. The practice has developed considerable expertise in the insurance sector. Practice members have considerable expertise in tax audits and appeals, and litigation and litigation at the highest level. Alternative dispute resolution is invoked where possible.

Representative instructions include obtaining an IRS ruling for the Williams Companies which allowed a deduction for all payments made to settle class action securities litigation

CLIENTS: Clients include Deutsche Bank, Clear Channel Communications, Corporex Companies, Heilig-Meyers, American Financial Group, AOL Time Warner, Andersen, Bear Stearns, Burlington Resources and Citigroup.

INDIVIDUALS: In Washington DC, Michael Quigley heads the group and within a wide and expert practice, is particularly strong in international tax issues. Kathleen Pakenham in New York, has not only appeared in numerous civil and criminal tax cases as an advocate, but also as an expert witness in a grand jury investigation involving fraudulent tax return preparation.

Alston & Bird LLP

PRACTICE: Alston & Bird LLP’s practice, centered in Atlanta’s with smaller group of partners in Washington DC, practices nationwide representing taxpayers in domestic and international tax issues including audits, administrative appeals, trials and mediation. The practice has an excellent reputation for client support and attracts instructions which would be the envy of larger firms. Federal and state taxation instructions are accepted.

A major key instruction was that of assistance to the Bankruptcy Examiner in his investigation of Enron - the assignment required a forensic approach which has given the practice unprecedented insights into the analysis of financial accounting within the tax context.

CLIENTS: Clients include Delta Air Lines, AT&T, Crown Holdings, Fifth Third Bancorp, Equifax Check Services, Coastal Utilities, Wellpoint, and Exxon Mobil.

INDIVIDUALS: Michelle Henkel, in Atlanta, heads the practice and has long experience of complex negotiations with the IRS and state revenue authorities.

Baker Botts, L.L.P.

PRACTICE: Baker Botts, L.L.P.’s tax controversy practice has grown to seven partners and five other lawyers, with one Washington DC-housed exception, based in the Texas offices. Clients comment on ‘able, capable, knowledgeable and skilled counsel’ offering excellent service standards in federal and state tax issues. The practice has established a strong niche in estate and succession tax controversy.

The practice’s recent successful representations include the Estate of Christiansen v IRS, a federal estate tax case concerning a ‘dollar value formula disclaimer’ clause in a will which increased tax exempt charitable dispositions by an amount equal to any increase in the value of the estate negotiated with the IRS. Despite arguments by the IRS that the clause should be void on public policy grounds as it was a deterrent to the examination of estate tax returns, the Tax Court unanimously found for the taxpayer.

CLIENTS: Clients include Delta Air Lines, Southwest Airlines, United Parcel Service of America, Pennzoil Company and Mariner Energy.

INDIVIDUALS: In the Dallas office, Don Stephenson has a ‘very high level of technical knowledge of the airline industry’, and also ‘treats every client as though they were his only client’. John Porter, in Houston, who led in the Christiansen case, ‘has an extraordinary knowledge of the law and tax matters and, at trial is in a league by himself’. Houston-based Keri Brown ‘organized data, information and witnesses in an exemplary manner - it is my belief that she possesses a near photographic memory’.

Cooley Godward Kronish LLP

PRACTICE: Cooley Godward Kronish LLP’s tax controversy practice members ‘all provide very good service’. Strong in administrative tax controversies and tax litigation at both state and federal level, it has built a strong following based on a record of success.

In a recent dispute before a Texas District Court, Cooley Godward Kronish LLP acted as lead counsel on the team of lawyers in fact-intensive litigation on behalf of Shell - the successful representation resulted in a complete rejection of the government’s arguments and a substantial income tax refund for Shell. Cooley Godward Kronish LLP also represented Entergy, the integrated power company, in US Tax Court litigation concerning two diverse issues, the first an unusual foreign tax credit relief claim and the second about depreciation allowance on street lighting.

CLIENTS: Clients include American Express, Coltec Industries, ConocoPhillips, Goodrich Corporation, HSBC Bank, ITT Industries, Shell and Walter Industries.

INDIVIDUALS: Cooley Godward Kronish LLP’s New York-based partner Stephen Gardner, who appeared in both the cited cases, has stepped down as chair of the practice group but remains a force to be reckoned with; Gardner is singled out by clients as ‘an outstanding professional and one of the best, if not the best, tax litigators in the country’ and ‘an extremely good communicator with sound independent judgment’. The appointment of former Baker Hostetler head of tax controversy David Fischer as partner in the Washington DC office, adds further depth.