The Legal 500

Within Corporate restructuring, Bingham McCutchen LLP is a third tier firm,

Predominantly driven out of the firm’s New York and Boston offices, but also benefitting from a significant West Coast capability, Bingham McCutchen LLP’s ‘great team’ is recognized for its ability ‘to work on a myriad complicated situations’. While the firm lacks the diversity of many of its peers in the market, for bondholder mandates – particularly those involving an international element – the ‘team is hard to beat’. Reflecting this multi-jurisdictional expertise, the firm has been representing the bondholders of Mexico’s third largest retail group, Controladora Comercial Mexicana. ‘Excellent’ department head Michael Reilly led on this matter and also recently had a leading role in relation to the representation of the private noteholder group in the out-of-court restructuring of one of the country’s largest radio sports content networks Westwood One. ‘Easy to work with, responsive and knowledgeable’, the team is also praised for its ability to ‘know when and how to draw expertise from others when necessary’. In particular, the firm is able to tap into the expertise of its investment management lawyers. This ability to call upon the services of other practice areas is also highlighted in relation to the firm’s distressed M&A capability. In this capacity, the ‘sharp, thorough and pleasant’ Jonathan Alter represented Laurence Group on the acquisition in bankruptcy of substantially all of the operating business of Ultimate Escapes, a destination travel company. The ‘experienced and highly capable’ Edwin Smith has an excellent pedigree in the market and has handled a slew of work on creditors’ rights issues arising out of the Lehman Brothers bankruptcy, for amongst others State Street Bank & Trust. Smith has also participated in drafting a number of recent revisions to the Uniform Commercial Code (UCC) and ‘probably knows more than anyone in the country at matters at the interface between the UCC and bankruptcy’. Able to call upon a ‘consistent pool of talent’, other standout individuals include co-head Jeffrey Sabin and the ‘responsive and knowledgeable’ Anna Boelitz.

Within Structured finance , Bingham McCutchen LLP is a third tier firm,

Bingham McCutchen LLP’s ‘collective experience of securitization transactions and issuers has established a “brains trust” which is invaluable’. The firm has one of the busiest securitization practices in the US, and a 33 fee-earner global presence which now includes a Hong Kong resident partner. New York-based chair of the structured transactions group Reed Auerbach is ‘truly a titan in the field’, and offers ‘a superb client interface and bed-side manner, he is great at big-picture explanations and understanding’. Laurence Isaacson’s return to practice after sabbatical leave enhances the bench strength of the practice although the departure of Edward De Sear for Allen & Overy LLP is a loss. In recent instructions, John Arnholz has served as underwriters counsel on innovative offerings of asset-backed securities for virtually every key investment bank, and Robert Wipperman represented Citibank as purchaser of over 1600 REMIC residual interests from the bankruptcy estate of Lehman Brothers and affiliates. The group has also acted for Truman Capital Advisors, Toyota Motor Credit, Wells Fargo and Barclays Capital.

Within Environment: litigation, Bingham McCutchen LLP is a second tier firm,

The environmental practice at Bingham McCutchen LLP is active in California and the team is ‘bright thinking, well versed in case law and strategies and is excellently responsive’. It has significant strength in water issues and recently obtained two appellate decisions that define the ground rules for water supply planning required under state law for development projects in California; Water Supply Assessments required for all large development projects, and Urban Water Management Plans which must be adopted by public water suppliers. The firm is currently advising Anadarko Petroleum Corporation, Anadarko Exploration and Production, and MOEX Offshore 2007 in issues relating to the explosion and resulting release of hydrocarbons from the Deepwater Horizon in the Gulf of Mexico and the associated, federal, state and private claims, remedial actions and other matters. Highlights also included representing the South Coast Air Quality Management District, which is responsible for issuing air quality permits for all new and modified air pollution sources in the urban areas of southern California, in the successful defense of litigation brought by environmental groups arising out of the implementation of state legislation that lifts a court-ordered moratorium that prevented the client from issuing permits. Clients also include American Electric Power, City of San Diego, Contra Costa Water District, Flying J, General Electric and Stanford University. Los Angeles-based Rick Rothman and Washington-based Michael Wigmore head the team. James Dragna, Christopher Berka and Tiffany Hedgpeth are ‘all client focused, cost-conscious and strategy driven’.

Within Environment: transaction and regulatory, Bingham McCutchen LLP is a second tier firm,

Bingham McCutchen LLP makes an ‘effort to understand business and business objectives’ and the team ‘provides practical, solution-oriented advice based upon a deep understanding of the relevant legal requirements and the client’s unique needs’. Although the firm ‘can be expensive’, clients also say that ‘it’s worth the big price tag’. It is advising on a number of regulatory issues, including approval of an extensive planned community on San Francisco Bay which includes a National Football League stadium; federal and state permitting for two of the largest solar energy facilities in the country;expansion of a major drinking water reservoir; obtaining the first the first federal air permit that includes limits on emissions of greenhouse gasses and negotiating power purchase and transmission agreements for over 800 MW of power. The firm is highly regarded by its clients for land use work (‘its land use attorneys are among the best’). It recently assisted Goodrich with a complex land exchange with the Port of San Diego and the City of Chula Vista that facilitated relocation of Goodrich’s aircraft manufacturing plant and the redevelopment of the Chula Vista Bayfront. The exchange involved removal of properties from the public trust, CEQA, redevelopment law, tax increment financing, environmental remediation, and required the approval of the California State Lands Commission, the California Coastal Commission and the Governor. It also represents the Oakland Athletics baseball team on with the preparation and implementation of a strategy to secure land use approvals for a new baseball park in San Jose through a City Council or citizen-sponsored initiative. Los Angeles-based Rick Rothman, Washington DC-based Michael Wigmore and San Francisco-based Barbara Schussman, who ‘proves many times over that she is without peer in her areas of expertise’, lead the team. Washington DC-based Edward Strohbehn is ‘extremely thoughtful and evaluates matters carefully and thoroughly’.

Within Alternative/hedge funds, tier 4

Bingham McCutchen LLP’s strengths traditionally are geared towards the registered funds market, but the firm has steadily developed a reputation as a ‘quiet market leader’ for hedge and alternative funds. It has a sponsor-side client base that includes Gottex Funds, Icahn Capital, Henderson Global Investors, Threadneedle, Common Sense Investment Management, Guggenheim and TT International. It is routinely called on to provide fund formation advice for both US-focused platforms and emerging market funds, and provides ‘an excellent level of performance across all key service criteria’, with ‘a level of responsiveness that outdoes the top law firms’. Highlights for 2010 included advising the management entities of the Gracie Credit funds on selling its business to Moelis & Company, and representing Matrix Redux Emerging Markets Fund – a joint venture between Redux Research and Matrix Alternative Asset Management – on its launch. The group also represented TT International on launching several hedge funds using a Cayman master/feeder structure. Thomas John Holton is ‘a gifted lawyer who dependably combines high-quality advice, a depth of practical legal knowledge and experience with superlative client service’. The international scope to his practice is supplemented by the US funds capability of the ‘terrific’ Richard Goldman.

Within Mutual/registered funds, Bingham McCutchen LLP is a second tier firm,

Bingham McCutchen LLP’s 40-lawyer investment funds practice ‘exhibits strong knowledge of the federal securities laws and how mutual funds and their securities should view those laws, rules and regulations’, making it a key outfit in the registered funds space. The practice covers commingled investment funds of almost every stripe, including registered mutual funds, closed-end investment companies, ETFs and variable insurance products. In line with its broad capability and reputation for being ‘one of the best in the industry’, the practice advises some of the largest investment management and financial services organizations, including American Funds, Fidelity Investments and Fidelity International, Goldman Sachs Asset Management, Legg Mason Funds, Pioneer Investments and Transamerica Funds. Representative highlights include acting as fund counsel to Legg Mason Partners Funds’ 54 money-market mutual funds with assets of over $96bn in assets under management. It also advised Pacific Capital Funds on reorganizing five Bank of Hawaii proprietary mutual funds into two other unaffiliated fund groups, and the subsequent liquidation of the remaining seven funds. Although new fund formations were relatively few in 2010, the team still advised Capital Private Client Services Funds on creating a new fund group and Investment Managers Series Trust on the creation of 18 new fund series sponsored by UMB. Practice group leader Roger Joseph is ‘thorough and presents his views in a very constructive way’, and is ‘one of the leaders in the legal community’. Lea Anne Copenhefer is ‘very knowledgeable and measured as to how she approaches conflicted issues’, while collectively the team ‘addresses issues head on but does it in a way that the client does not believe they are trying to run their business’.

Within Telecoms and broadcast: regulatory, Bingham McCutchen LLP is a second tier firm,

Bingham McCutchen LLP’s ‘responsive, insightful and thorough’ team acts as regulatory counsel in a wide range of matters, from restructurings and litigation to mergers and private equity transactions for competitive local exchange carriers (CLECs) and others operating in the communications industry. According to clients, it has been ‘instrumental in securing policy outcomes pivotal to our industry’s future’. ‘Strong team leader’ Andrew Lipman and Jean Kiddoo ‘listen to their clients, understand their objectives and offer sound advice’. In 2010, Lipman and his team represented some 36 applicants for federal broadband stimulus funding, including applicants which were granted approximately $250m in funding. The transactional and regulatory elements of the practice are closely linked, enabling Lipman and his team to handle numerous matters for Level 3 Communications, including FCC representation in major universal service contribution policy proceedings; in the FCC’s important special access proceedings advocating a freeze of current pricing pending further investigation and reform; in significant proceedings before the Washington state commission and state and federal courts concerning an intercarrier compensation dispute with Qwest and in regulated financing transactions valued at nearly $1bn, which involved structuring advice and obtaining government approvals. Other work included representing global audio equipment manufacturer Shure in a prolonged controversial spectrum policy before the FCC and legislators. Key clients include Skype, MagicJack and Vonage.

Within Telecoms and broadcast: transactional, Bingham McCutchen LLP is a third tier firm,

Bingham McCutchen LLP’s Washington DC practice represents telecom clients in regulatory, transactional and litigation matters. The highly respected Andrew Lipman and his ‘responsive, insightful and thorough’ team handle corporate finance transactions, including the purchase, sale, financing and exchange of network facilities and services; mergers and acquisitions; private and public issuances of equity and debt securities; initial public offerings; syndicated loans; and vendor financings. The group is supported by the firm’s expanding corporate practice and its impressive track record of representing local carriers in regulatory and transactional matters. Lipman’s practice handles the firm’s most prominent US and international communications transactions and the firm’s strength in M&A and close ties to private equity and other investors, as well as carriers, provides a steady stream of work. It has recently acted in numerous competitive carrier acquisitions including PaeTec-Cavalier, KDL-Windstream, Zayo-AFS, Zayo-AGL, Fibertech-Lightower-Veroxity and Lightower-Lexant, and provides regulatory and corporate advice to competitive local exchange carriers (CLECs) and foreign carriers. Clients appreciate Catherine Wang’s ‘experience, strategy and expertise’. Jean Kiddoo, who is described as a ‘valuable resource across all policy issues, and has been deeply involved in numerous acquisitions’, and William Wilhelm are also recommended.

Within Antitrust, tier 6

Bingham McCutchen LLP’s antitrust team provides ‘sound, practical and savvy’ advice, while the group’s ‘depth of talent’ is such that its ‘associates are capable of handling matters in the absence of partners’. The group is spread across four US offices that collectively handle mergers, government investigations and class actions, with the latter being an area in which the practice is particularly strong. The firm also recently added a competition partner to its London office. Recent merger work includes representing Cognos, a Canadian corporation, on its $5bn acquisition by IBM, which required pre-merger clearance in the US, EU, China, Brazil and South Africa. The team’s class action litigators have been described as ‘smart-as-a-whip gentleman lawyers; practical and commercial but real bulldogs’. In particular, Richard Taffet has an ‘excellent strategic view and is capable of noticing changes in a situation and formulating appropriate counter-arguments very promptly’. He represented SanDisk in successfully dismissing class actions by direct and indirect purchasers. Donn Pickett is an ‘exceedingly knowledgeable, experienced, hardworking and excellent trial lawyer’, whose recent successes include settling a class action for companies owned by international luxury group, LVMH. Practice co-head Holly House is also highly regarded.

Within M&A: middle-market ($500m-999m), Bingham McCutchen LLP is a second tier firm,

The ‘very responsive and pragmatic’ Bingham McCutchen LLP is ‘easy to do business with and substantively sound. Its broad experience and good brainstorming partners enable the practice to develop creative approaches to complex issues. The team also has a good sense of market trends and current developments. I would highly recommend it to others’. The firm has a team of more than 100 lawyers on the East Coast in Boston, New York and Washington DC offices on the East Coast, and, in California, in the Los Angeles, Orange County and San Francisco and Silicon Valley offices. Recent mandates included advising Simmons Pet Food in its $239m acquisition of sector firm Menu Foods, a subsidiary of Menu Foods Income Fund. Los Angeles-based co-practice group leader David Robbins is ‘a valued adviser who works with clients to ensure the full vetting of issues, combining technical expertise with practical perspective. Robbins understands client objectives, both from a transactional and operating model perspective’. Recently, he represented the University of Southern California in its $275m acquisition of USC University Hospital and USC Norris Cancer Hospital from Tenet Healthcare, and advised Celanese Corporation in its acquisition of 2 DuPont product lines from Dupont Performance Polymers. In Boston, Steven Browne co-heads the group. Also in Boston, Steve Frank joined Bingham McCutchen LLP from Goodwin Procter LLP. Other recommendations include Andrew Ray in Washington DC, John Utzschneider in Boston, Washington DC-based Carl Valenstein and Los Angeles managing partner Richard Welch. Other highlights included the representation of Freeman Spogli in its acquisition of BECO Holding Company, the largest distributor of fire protection and safety equipment in the US and advising Levine Leichtman Capital Partners in the sale of Hackney Ladish, a manufacturer of valves and equipment for the oil services industry.

Within Land use/zoning , Bingham McCutchen LLP is a second tier firm,

Bingham McCutchen LLP has a ‘deep bench in the land use field of California, providing thorough advice on the most complicated matters’ and assisting clients across the whole spectrum of development issues. Recent work includes advising Irvine Company on its ongoing entitlement efforts to convert the former Sony headquarters in San Jose; in 2010 the team represented the developer in obtaining entitlements to build approximately 1,600 apartments on the site. The firm also has a highly regarded environmental and natural resources practice, which works closely with the land use group on a number of project developments and CEQA issues.

Within Real estate, Bingham McCutchen LLP is a third tier firm,

The ‘very creative and results-orientated’ real estate team at Bingham McCutchen LLP demonstrates ‘excellent technical expertise’ and is ‘very responsive’. The 60-attorney group is spread across the firm’s California, Connecticut, Washington DC, Massachusetts and New York offices, and handles the full spectrum of real estate work including land use and construction matters. Carol Dillon led a California-based team which represented two hospital organizations on the construction of the new 600-bed Stanford Hospital and the $600m expansion of the Lucile Packard Children’s hospital. Frank Appicelli represented The Hartford on a number of dispositions involving $1bn of structured loans secured by office, retail, resort and hospitality properties located throughout the US. Jeffrey Smith led on the representation of TIAA, one of the largest real estate lenders in the US, on two transactions involving multiple affiliates of General Growth Properties. The first concerned the refinancing of a portfolio of mortgage and mezzanine loans and the second the restructuring of junior mortgage “B” loans and mezzanine loans in line with the confirmed reorganization plan arising out of the clients’ Chapter 11 filing. The team also represented UBS Realty Investors on a number of equity and mortgage loan investments, and Wells Fargo on its secured financing of the Valencia Water Company based in California. The Washington DC team represented a private REIT on a $585m revolving loan secured by 81 properties, and acted for a major financial institution on a $270m workout of nine loans secured by various asset classes. The Massachusetts team advised CB Richard Ellis Investors on several multi-family apartment acquisitions throughout the US. The ‘exceptional’ and ‘extremely effective’ Richard Fries led a New York team that represented Citibank on several high-value workout and restructuring transactions across the country.

Within International, tier 4

Bingham McCutchen LLP has five partners who specialize in international tax and provide comprehensive transactional support and advisory services to leading corporations, financial institutions and investment funds. The strongest concentration of talent is in Washington DC, where Scott Farmer is recommended for inward and outward investment and is particularly expert in the life sciences sector and Gary Huffman is praised for oil and gas taxation advice. John Magee, who leads transfer pricing group, represented GlaxoSmithKline, in the largest ever transfer pricing dispute, which settled at $3.1bn. Clients include Dow Chemical, Sears Roebuck, Credit Suisse, Deutsche Bank and GE Capital.

Within Tax controversy, Bingham McCutchen LLP is a third tier firm,

Bingham McCutchen LLP’s William Nelson in Washington DC, and Donald-Bruce Abrams in Boston, co-chair the firm’s tax group, in which about half of the 50-strong team focus on controversy. The controversy lawyers attract numerous high-value and complex instructions from such major corporate clients as Dow Chemical, HIT Entertainment, GlaxoSmithKline and Pernod Ricard. Key litigators include Michael Desmond, David Curtin, and Raj Madan, who is a member of the team representing Sovereign Bancorp is one of the current leading cases involving what the IRS has termed “foreign tax credit generators”. John Magee leads the transfer pricing section, to which Sanford Stark, highly recommended for federal tax instructions, also contributes. Craig Sharon, former director of the Advance Pricing Agreement Program at the IRS, joined the firm’s Washington DC office in January 2011. Attorneys are based in Washington DC except where indicated otherwise.