The Legal 500

Within Bank lending: Midwest,

Baker & McKenzie

PRACTICE: ‘User-friendly’, say clients, Baker & McKenzie advises a largely lender side client base on a range of predominantly mid-market transactions, including trade financing, syndicated loans and acquisition finance. ‘I am completely confident in their counsel and never feel I have to second guess their work’, enthuses one client.

Recent practice highlights include representing Sims Group on a $200m senior unsecured credit facility agented by Bank of America, while on the lender side it advised Wells Fargo Bank on the provision of a $250m syndicated secured revolving loan credit facility for a steel processing company and its subsidiaries.

Although it lacks visibility in the most significant domestic mandates, the Chicago office is regularly the driving force behind transactions that involve input from multiple international offices.

CLIENTS: Clients include Bank of America, Charter One Bank, Dura Automotive Systems, JPMorgan Chase and Wells Fargo Bank.

INDIVIDUALS: ‘Very impressive’, Creighton Meland offers a wealth of practical experience to both corporates and financial institutions. He was lead partner on the aforementioned Sims Group financing.

‘Thorough and professional’, Lawrence Haas is recommended by lenders and borrowers for his expertise on domestic and cross-border acquisition finance transactions. He is also knowledgeable on bank regulatory issues.

Both recommended lawyers are based in Chicago.

Within Project finance: National,

Baker & McKenzie

PRACTICE: Baker & McKenzie offers clients a ‘full spectrum of capabilities under one roof (eg partnership, tax, project financing)’, allowing lawyers to offer a full project finance service to clients from within the firm’s banking and finance practice. The Chicago-based practice is known for its strength in the power, infrastructure and mining arenas, and particularly for the representation of sponsor clients.

The firm has a strong international reputation in the legal market, but has seen a number of the firm’s leading matters in the US. While 31 US-based lawyers, including 14 partners, have a project finance component in their practices, it is not an area of major specialization for the firm.

In the wind energy area, it has attracted new client WestLB on the lender side, representing the client regarding a $43.5m project finance loan made to a SkyPower sponsored 27MW wind energy project in Canada.

Infrastructure transactions continue to be an area of strength for the firm, representing global client Global Via Infraestructuras, regarding the Chicago Metered Parking System. The client is proposing to participate in the consortium that is preparing to bid on the concession system, which consists of the parking operation through the City of Chicago and one of the largest systems of its kind in the US.

CLIENTS: Sponsor clients include POET, Solar Reserve and White Energy Coal North America as well as TD Bank, Stark Investments and the above mentioned WestLB on the lender side.

INDIVIDUALS: Clients return to the firm due to ‘long-standing relationships’ with Chicago-based partner James O’Brien. O’Brien brings particular tax expertise to project finance matters, as well as having infrastructure, oil & gas and power expertise in his practice.

Partner Christopher Groobey is regarded by clients as being ‘excellent in getting a deal done and ensuring all parties work together to get to the finish line’. The Washington DC-based lawyer has a particular focus on infrastructure and energy matters.

Within Structured finance - securitization: National,

Baker & McKenzie

PRACTICE: Baker & McKenzie’s securitization team slimmed somewhat as the firm reduced capacity in early 2009 and now numbers six partners and six associates. Hans Montag, previously with Clifford Chance joined the group as partner in mid-2008, adding to the department’s cross-border capability. Baker & McKenzie’s key strengths and contacts in the industrial sector, and IP securitization remain strong selling points in a firm whose exposure to the sub-prime fallout was limited.

Significant deals during 2008 included the representation of NuCO2, in a $405m whole business term and revolving securitization transaction underwritten by UBS. A deal that involved input from many different departments, this was a unique whole business securitization that was not based on intellectual property. Other highlights include advising Credit Suisse and Citigroup on a private placement of $246m timeshare loan-backed notes, issued by a subsidiary of Marriott International.

CLIENTS: Baker & McKenzie’s clients include Hewlett-Packard, BB&T Capital Markets, Guggenheim Asset Management, Barclays Bank, Deutsche Bank and National Australia Bank.

INDIVIDUALS: Richard Rudder majors in asset-backed business securitization and ranks as one of the most inventive IP securitization lawyers in the country. Gilbert Liu has a wide-ranging practice that includes real estate and asset-backed finance. Both Liu and Rudder were involved in the aforementioned NuCO2 transaction.

Laurence Pettit is an accomplished attorney with particular expertise in credit card receivables, particularly where international aspects are involved.

All of the above are based in New York.

Within Structured finance: derivatives and structured products: National,

Baker & McKenzie

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

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

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

Within Trademarks: non-contentious - specialist advice: National,

BAKER & McKENZIE

PRACTICE: Handling over 350,000 trademarks worldwide and with 68 offices in 38 countries, Baker & McKenzie has an ‘unrivalled reputation’ in establishing and enforcing trademark rights.

With this information in mind, it goes without saying that the firm has a thriving international marks practice, in addition to a well-established domestic practice, providing global IP portfolio management services. Many of them lead to litigation and anti-counterfeiting matters, with a particularly strong presence in the European market.

Vodafone is among the multiple number of clients from the telecommunication’s industry advised by the firm in connection with trademark registration. In this case, Baker & McKenzie successfully obtained summary judgement motion in full.

Clients are impressed by the firm’s ability to ‘communicate clearly’, together with ability to co-ordinate among jurisdictions in multijurisdictional matters.

CLIENTS: The firm represents a vast number of Fortune 500 companies and clients from industries such as the media, publishing, computing and technology.

INDIVIDUALS: Chicago-based Leslie Bertagnolli has vast expertise in international enforcement and protection and on the domestic side, she has experience at the US Patent and Trademark Office.

Her ‘proactive approach’ and ability ‘to get to the heart of a complicated matter quickly and intelligently’ impress clients.

Head of the New York IP practice, Pamela Church practises in both intellectual property and M&A, with a focus on general corporate counselling and it seen as ‘being a great issue spotter’.

Within Technology - data protection and privacy: National,

Baker & McKenzie

PRACTICE: ‘A well-oiled machine’, the Baker & McKenzie data protection and privacy practice may be largely based out of the US, and Chicago in particular, but it’s the tremendous international service it offers that puts it among the market’s elite.

The 13 partners in this ‘high quality’ line-up advise on a spread of issues in the domestic context, though perhaps don’t have the same profile in certain specialist areas of privacy law, having only one partner in Washington DC, for example.

Instead, the capacity of the group to take advantage of the firm’s platform and handle complex multi-jurisdictional mandates has been key to its growth. Recently the practice advised a major client on the build of a global anti-money laundering database and the navigation of the plethora of compliance work encompassed therein. As this kind of work becomes more prominent, the position of the practice and the reach of its resources have made it one to watch.

‘Excellent at taking huge projects, breaking them down and bringing in the appropriate resources’, according to clients, the team’s forte has been acting for Fortune 100 clients on compliance and policy issues. As such, the group has earned a growing share of the market among clients from industries requiring specialist knowledge, such as the financial sector, and in helping these develop and implement global policies it has won its share of plaudits. One client names the team as ‘probably the only firm in the world who could give a huge task such attention and specified knowledge’.

Furthermore, the take-up of privacy work from the team’s outsourcing practice has seen the group win roles to advise on compliance issues whilst handling the ITO and BPO components as well.

CLIENTS: Clients include Arvin Meritor, Bank of America, Best Buy, Mattel, and Priceline.

INDIVIDUALS: Clients are full of praise for partner Ruth Hill Bro. She is ‘a remarkable individual’, who has been, for one client ‘effective and helpful on many notable occasions’. Her ‘immensely practical’ advice cements her reputation as one of the leading lawyers in the practice area.

In the Chicago office co-head of the global privacy steering committee, Brian Hengesbaugh is, say clients, ‘a really good person to work with in a tight situation’. One client also notes that they are ‘very grateful for the dedication with which he’s served us over the years - he’s been a superb team player’.

Another partner out of Chicago who wins praise is Michael Mensik. His practice ‘implements a plan with a minimum off fuss and sees it through to the conclusion’, say clients, and in particular his balance of experience in privacy and outsourcing marks him out as a key figure in the group.

Within Technology - outsourcing: National,

Baker & McKenzie

PRACTICE: Although the distinct approach the Baker & McKenzie practice has taken toward the outsourcing arena has undoubtedly had its advantages within the market, it’s difficult to point to any particular mark of recent progress, and the group still lacks a significant East Coast presence.

Clients claim the team ‘still provides the high level of service we’ve come to expect and has been much more consistent than other firms we’ve used’. This reputation originally comes from service-provider work, but the current practice continues to balance this element with a roster of prominent customer-side clients.

Few practices take on this dual-focus, which in itself makes the team a different prospect. But further, the closeness with which its attorneys intermingle the expertise between the outsourcing practice and other constituents of the technology group, such as data protection and privacy, marks it out from competitors. As such, the attorneys have a name for handling the high-end, complex deals and ‘they’ve always been responsive to our needs, professional under pressure, and focussed on delivering a high value service’, say clients.

Along these lines, the team recently advised a large client on a multi-jurisdictional outsourcing of IT infrastructure services to EDS, a project that sat amid a series of roles featuring servicing arrangements from global providers and structuring sourcing contracts from a data security and privacy perspective.

CLIENTS: Clients of the team include Cardinal Health, Hewlett-Packard, Accenture, Bank of America, Hyatt, Kimberly Clark and Micron Technologies.

INDIVIDUALS: Chicago partner Michael Mensik ‘puts our needs first’, say clients and ‘takes on every challenge with an attitude and a well-honed set of skills that work exceptionally well’.

San Francisco partner and IT-expert George Kimball is praised by clients, in particular for his ‘impressive technical ability’.

Group head Lothar Determann also practices out of this West Coast base and ‘gives his clients access to a really vast knowledge of the law and the industry’. ‘Very active, communicative and sharp’, Determann’s deep entrenchment in the technology field has given him scope to specialize on areas such as software licensing and IP relating to technology transactions.

Within Technology - transactions: National,

Baker & McKenzie

PRACTICE: ‘On contract matters, on licensing and on general commercial advice, the Baker & McKenzie attorneys we’ve used have been extremely impressive’, say clients, highlighting the strides the group has made in the technology space. With a bi-coastal team of 13 partners, the ability to handle demanding roles through a combination of industry expertise and an immense weight of resources, both in local offices and internationally, is an important trait of the team’s approach.

Recently, the firm acted for a major technology client on several projects, including advising on the roll-out of several high-profile consumer products and services and related marketing activities in the US as well as across Europe, Canada, and Latin America. In this, as with several other recent high profile representations, the capability to call on a reservoir of experience in privacy, compliance, competition and consumer protection matters has given the group the edge to provide what clients deem ‘very good service’ and ‘thorough implementation of well-conceived strategies’.

The degree to which the practice is able to act as a support function to the firm’s prominent corporate practice is a clear factor in its profile. However, a glance at the specialism the group is able to bring to such areas as open source license issues, in which it has acted recently for a major client, shows how it is able to harness industry knowledge to match the obvious draw of its size.

CLIENTS: Clients of the team include Microsoft, Sun Microsystems, Cardinal Health, Wolter Kluwer, and Hewlett Packard.

INDIVIDUALS: The ‘wonderful’ Michael Mensik is ‘a cut above’ and ‘a communicator and a thinker’, say clients. Based out of the Chicago offices, Mensik’s practice straddles data protection and outsourcing, as well as IT transactional work.

Within M&A: national firms - large deals,

Baker & McKenzie

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

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

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

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

Within Illinois,

Baker & McKenzie

PRACTICE: Baker & McKenzie’s real estate practice in Chicago binds closely to the firm’s international brand and supports REIT and investment fund work rather than the regional market for transactional work. Nationwide, the Chicago practice has a well-developed niche in the hotel and hospitality sector which is currently demanding assistance with restructuring and refinancing instead of the traditional transactional and development instructions.

Representative instructions include assistance to a hotel and resort company in structuring and closing a $425m financing transaction, secured by five luxury hotel properties. The practice has also advised in numerous cross-border deals including a major project in Abu Dhabi, and advice to a Hong Kong based hotelier in connection with a landmark mixed use development in Manhattan.

CLIENTS: Clients include John Buck Company, GMAC, Model Home Finance, Stark Investments, Babcock & Brown, Austock Group, ShangriLa Hotel, Stoltz Real Estate Partners, Mesa West Capital, Walton Street and Prudential Real Estate.

INDIVIDUALS: Richard Cremieux is an expert in hotel and resort development. Charles Lande is recommended for real estate financing and REITs.

Within Domestic tax: West Coast,

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.

Within Tax controversy: National,

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’.