US > Tax > Domestic tax: East Coast
Index of tables
Domestic tax: East Coast
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Leading lawyers
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- Ronald Creamer, Sullivan & Cromwell LLP ‘First rate for complex deals-very inventive, very smart’
- Jason Factor, Cleary Gottlieb Steen & Hamilton LLP ‘Very clever, very savvy’
- Stuart Finkelstein, Skadden, Arps, Slate, Meagher & Flom LLP ‘He drives deals onward, he finds solutions’
- Peter Furci, Debevoise & Plimpton ‘Impressive technical knowledge in all areas of tax law’
- Stuart Goldring, Weil, Gotshal & Manges LLP ‘The supremely practical business lawyer’
- Stephen Gordon, Cravath, Swaine & Moore LLP ‘Thorough, responsive and sophisticated’
- Matthew Rosen, Skadden, Arps, Slate, Meagher & Flom LLP ‘A real star, a great guy to work with’
- David Shapiro, Fried, Frank, Harris, Shriver & Jacobson LLP ‘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’
- Linda Swartz, Cadwalader, Wickersham & Taft LLP ‘Unfailingly calm and helpful through difficult negotiations’
- Philip Wagman, Clifford Chance ‘Extremely intelligent and knowledgeable’
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’.
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.
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’.
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.
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.
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.
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.
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.
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.
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.
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’.
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.
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.
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.
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’.
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.
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.
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.
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.
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.
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’.
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.