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.