The Legal 500

Within Bank lending (including other sources of financing), Davis Polk & Wardwell LLP is a first tier firm,

Davis Polk & Wardwell LLP’s major leveraged finance practice plays a significant role in the sector and represents a wide and impressive range of clients, with its broad-based practice proving an asset in navigating the financial crisis. Since the return of a measure of stability to the market, the group has continued to act on many of the most important crisis-related mandates. Prominent among these was its advice to The Federal Reserve Bank of New York and the US Department of the Treasury on a $180bn series of financing and capital management transactions for AIG; the range of transactions includes an $85bn credit facility and subsequent revisions, and the creation of Maiden Lane II to address RMBS exposure ($62.1bn) and Maiden Lane III to address CDS exposure ($35bn). Highly respected partner Bradley Smith led a team that acted for Citibank in a high-profile deal, where the client was joint lead arranger and administrative agent on the $11.1bn exit financing for Lyondell Chemical Company. Among other linked transactions (totalling over $20bn in financings), the team also advised Citi, as arranger and agent, on Lyondell’s $8.5bn debtor-in-possession. Bank of America and others instructed the firm as lenders’ counsel on the purchase of E.ON US by PPL. Department head Joseph Hadley led a group that advised a consortium of 14 financial institutions holding credit default swap and financial guarantee exposure to monoline insurer Ambac Assurance in a deal worth $16.4bn in aggregate. James Florack is notable for his leveraged finance expertise, and Lawrence Wieman is also recommended, on the debt restructuring side.

Within Capital markets: debt offerings, Davis Polk & Wardwell LLP is a first tier firm,

As the ‘name on everyone’s list’, Davis Polk & Wardwell LLP has a superb reputation amongst peers and clients alike. Able to provide top-tier advice on ‘giant deals’ to both issuers and managers, the practice advised on several key mandates in 2010. On the issuer side it advised ComCast Corporation in connection with a $4bn and further $5.1bn Rule 144A/Reg. S senior notes offering by NBC Universal, and also represented software enterprise company Oracle Corporation in a $3.25bn Rule 144A/Reg. S debt offering. Both transactions were led by Bruce Dallas in Menlo Park. Joseph Hall advised PepsiCo on a $2.25bn SEC-registered senior notes offering, while practice co-head Richard Truesdell advised CSX Corporation on a $800m SEC-registered offering of senior notes. On the manager side, the team acts as designated underwriter counsel to General Electric Capital Corporation, and in 2010 assisted the company in an aggregate $9bn SEC-registered debt offering. Richard Drucker provided counsel to JPMorgan Securities and Citigroup Global Markets as joint bookrunning managers in connection with the $3bn SEC-registered senior notes offering by Discovery Communications. Deanna Kirkpatrick represented Goldman Sachs, JPMorgan Securities, Morgan Stanley, Deutsche Bank Securities and RBS Securities as joint bookrunning managers in the $1.25bn SEC-registered notes offering by Hess Corporation. Truesdell also advised Banc of America Securities, BNP Paribas Securities and Citigroup global markets as joint lead bookrunning managers on Apache Corporation’s $1.5bn notes offering and a subsequent $1bn notes offering, both SEC registered. Co-chair Richard Sandler is recommended, along with Menlo Park-based Alan Denenberg. All individuals are based in New York unless mentioned otherwise.

Within Capital markets: equity offerings, Davis Polk & Wardwell LLP is a first tier firm,

‘One of the best by a wide margin’, Davis Polk & Wardwell LLP has an outstanding reputation as a ‘top-notch firm’ at the ‘top of the charts’ for high-profile IPO mandates. Richard Drucker, Sarah Beshar and John Brandow advised a group 38 underwriters, including Morgan Stanley and JPMorgan as lead representatives, in connection with the $23.1bn IPO of General Motors Company. Michael Kaplan also advised MediaMind Technologies in its $58m IPO. In other equity offerings, Nicholas Kronfeld advised Greenhill & Co on a $253m SEC-registered secondary offering of common stock. Representing the underwriters, Kaplan advised Morgan Stanley and JPMorgan Securities as joint bookrunning managers in rare earth oxide producer Molycorp’s $394m IPO, and Alan Denenberg in Menlo Park advised Morgan Stanley and JPMorgan in the $200m IPO of Pacific Biosciences. The group also represented the underwriters in the $120m IPO of Qlik Technologies, Inphi Corporation’s $94m IPO, Tower International’s $81m IPO, and TeleNav’s $60m IPO. Practice co-chair Richard Truesdell, Joseph Hall and Menlo Park-based Bruce Dallas are all very active in the area. Co-leader of the practice Richard Sandler represented Goldman Sachs and JPMorgan Securities in a $1.6bn SEC-registered offering of common stock by The Hartford Financial Services Group, and also assisted Deutsche Bank Securities as sole bookrunning manager in a further $706m SEC-registered offering by the US Department of the Treasury to purchase common stock of The Hartford Financial Services Group.

Within Capital markets: global offerings, Davis Polk & Wardwell LLP is a first tier firm,

As a ‘go-to firm’ for all securities issues, Davis Polk & Wardwell LLP’s global reach encompasses equity, debt and high-yield transactions, and the team is involved in some of the most prominent global deals for managers and underwriters across Latin America, Europe and Asia. The firm’s reputation for IPOs is outstanding; in 2010, the team advised the underwriters of General Motors Company’s $23.1bn IPO, the largest-ever IPO to date. With support from the Beijing team, Richard Drucker advised the Agricultural Bank of China on its $22bn IPO on the Hong Kong Stock Exchange, and on a Rule 144A/Reg. S international offering with concurrent offering of A shares on the Shanghai Stock Exchange: the largest IPO by an Asian issuer in history. Manuel Garciadiaz advised OSX Brasil in its $1.4bn Rule 144A/Reg. S IPO, and also represented BR Properties and the selling shareholders regarding a $523m Rule 144A/Reg. S IPO, with both offerings of shares listed on the São Paulo Stock Exchange. On the manager side, Richard Truesdell advised Morgan Stanley and Dahlman Rose & Company as joint bookrunners and representatives of the underwriters regarding the $162.5m SEC-registered IPO of Monaco-based Scorpio Tankers. Maurice Blanco represented the initial purchasers in Banco do Brasil’s $4.9bn Rule 144A/Reg. S follow-on offering of common shares. The team also provided advice to the underwriters in Stillwater Mining Company’s secondary and exchangeable notes offering, and in the $103m common stock offering of Panama-based airline and cargo service provider Copa Holdings. In the debt markets, Nicholas Kronfeld led in representing Barclays Capital and RBS Securities as initial purchasers regarding Telvent GIT’s $200m Rule 144A senior subordinated convertible notes offering, the first-ever convertible notes offering by a Spanish issuer in the US.

Within Capital markets: high-yield debt offerings, Davis Polk & Wardwell LLP is a second tier firm,

Commanding a ‘great team’, Davis Polk & Wardwell LLP has outstanding capabilities in the high-yield debt arena, and has ‘very good’ strength in advising issuer and manager clients. The firm maintains an excellent reputation, and consistently provides top-quality advice on major offerings in foreign markets. Co-chairs of the global practice Richard Truesdell and Richard Sandler advised Ally Financial in connection with a $1.75bn Rule 144A/Reg. S high-yield senior notes offering and on a further $1bn Rule 144A/Reg. S high-yield senior notes offering. Michael Kaplan also represented Warner Chilcott on a $750m Rule 144A offering of high-yield senior notes and in a subsequent offering of $500m high-yield senior notes. Elsewhere, Kaplan represented Credit Suisse Securities (USA) and Citigroup Global Markets as initial purchasers in connection with a $525m Rule 144A/Reg. S first-priority senior secured notes offering by Severstal Columbus in February 2010. Providing underwriter advice, Joseph Hall represented Banc of America Securities, RBS Securities and JPMorgan Securities as joint bookrunning managers and representatives of the initial purchasers in two Rule 144A/Reg. S senior notes offerings by Continental Resources of $200m and $400m. Deanna Kirkpatrick advised Jefferies & Company, RBS Securities and UBS Securities as joint bookrunning managers and representatives of the initial purchasers in DriveTime Automotive Group’s $163m offering of 12.625% senior secured notes. Truesdell advised JPMorgan Securities, Deutsche Bank Securities and Deutsche Bank (London branch) as initial purchasers in Bombardier’s $1.5bn Rule 144A/Reg. S notes and floating rates offering, and subsequent $780m Rule 144A/Reg S senior notes offering.

Within Corporate restructuring, Davis Polk & Wardwell LLP is a second tier firm,

Utilising lawyers in London, Paris and Hong Kong, in addition to its capable East and West Coast offering, Davis Polk & Wardwell LLP’s 62-strong team has the critical mass and geographical diversity to handle sophisticated domestic and cross-border mandates, on either the creditor or debtor side. At the cutting-edge of many of the highest-profile roles for organisations at the very eye of the financial storm, the team has been one of the principal beneficiaries of TARP-related restructuring programs. Led by the ‘excellent’ Marshall Huebner, the team continues to represent the Federal Reserve Bank of New York and the US Department of Treasury on the $180bn restructuring of AIG. Reflective of the firm’s deeply entrenched relationships with a number of key Wall Street banks, including Citibank, JPMorgan and Bank of America, Huebner has also handled a number of more traditional creditor-side mandates. Having represented Citibank on its $8.5bn DIP financing of Lyondell Chemical, along with Timothy Graulich, he put into place the $11.1bn exit financing, ensuring that the company successfully emerged out of Chapter 11 protection. Co-head Donald Bernstein also has a fantastic reputation in the market, a fact that is underscored by his role as chair of the prestigious National Bankruptcy Conference. In addition to orchestrating the restructuring of Ambac Assurance for 14 global financial institutions, notably, Bernstein is involved on behalf of JPMorgan as agent under Chapter 11 debtor Tribune’s $8.5bn prepetition senior credit facility. Karen Wagner, Benjamin Kaminetzky and Damian Schaible are also recommended partners of a team whose clients include Barclays, San Antonio Internacional, Lehman Brothers International (Europe), Goldman Sachs, Morgan Stanley and Technicolor.

Within Financial services: regulatory, Davis Polk & Wardwell LLP is a second tier firm,

‘One of the best around’, Davis Polk & Wardwell LLP has been at the vanguard of regulatory changes in the financial services sector and has provided its impressive collection of banking clients with a full-ranging service throughout the life-cycle of the Dodd-Frank Act. Initially active during the regulatory implementation stage, the team has been at the forefront of law firms during the regulatory implementation phase. ‘Innovative and thoughtful’, the team’s sophisticated approach was demonstrated by the development of the Davis Polk Regulatory Tracker, an internet-based tool which allows clients to track and receive easily accessible regulatory implementation data on the major US financial regulatory developments. The firm’s involvement for six of the largest banks (including JPMorgan and Morgan Stanley) and the Securities Industry and Financial Markets Association on Dodd-Frank implementation also indicates the esteem with which it is held by the key industry players. On the transactional side, the team has ‘very deep expertise in structuring securities transactions and products’ and recently represented the underwriters (including Morgan Stanley and Goldman Sachs) on Bank United’s $300m IPO. Other capital markets-related highlights included advising Sandler O’Neill as underwriter of First BankCorp’s $500m common stock offering and representing ICICI Bank on several major bond offerings. Benefiting from the collaborative approach engendered by the firm’s implementation of the lockstep compensation structure, the regulatory group is a pivotal presence in many of the firm’s M&A transactions within the financial services sector. It played a major role for Green Dot, a leading provider of prepaid debit cards, on its $15.5m acquisition of bank holding company Bonneville Bancorp. Led on the regulatory side by John Douglas, the matter involved core regulatory issues since Green Dot is becoming a first-time bank holding company. Head of the bank regulatory practice, Douglas is a key figure within the group and has been involved in all the troubled-bank M&A transactions and recapitalizations handled by the firm. Leader of the financial institutions group, Randall Guynn is also recommended, in particular for his high-profile work in the immediate aftermath of the financial crisis and for assisting clients on matters relating to the regulatory changes brought about by the Dodd-Frank Act. The arrival towards the end of 2008 of former SEC commissioner Annette Nazareth has bolstered the firm’s expertise within the broker-dealer arena, where its impressive client base now includes GE Capital Markets, Morgan Stanley, Barclays and Citigroup.

Within Project finance, tier 4

Davis Polk & Wardwell LLP’s team is closely interwoven with the firm’s wider corporate department and its project finance team is relatively small in comparison with its peers. Nonetheless, it has strong capabilities and, as well as handling domestic transactions, has a broad portfolio of international mandates, extending to Central and South America and Africa, many of them petrochemical and oil and gas projects. Its impressive roster of clients includes Morgan Stanley, JBIC, and Odebrecht Oil & Gas. The firm has continued to advise Fertinitro on the Venezuelan government’s measures to require a project to make domestic sales, at discounted prices, of a portion of its production; the value of the mandate is $1bn. Other highlights include advising Odebrecht on its $1.5bn Rule 144A/Regulation S offering of 6.35% senior secured notes, the proceeds of which will be used to pay for the construction of two deep sea drill ships of the coast of Brazil; and assisting Liberia’s Ministry of Land, Mines & Energy and the Liberian Electricity Corporation on the development and construction of a 35MW biomass power plant in Monrovia, a $112m deal to be financed by a loan from the Overseas Private Investment Corporation. The practice has also been assisting Polietilenos de America, a joint venture between Petroquímica de Venezuela and Braskem, on the development, construction and non-recourse financing of a $5bn polyethylene project in Venezuela; and Morgan Stanley Infrastructure Partners and Veolia North America on the formation of a joint venture and its $320m cash acquisition of the Medical Area Energy Plant from NSTAR, the Boston-based electricity and gas utility. Recommended figures at the firm include practice head Waide Warner in New York, who has longstanding experience in areas such as power projects, upstream and downstream gas financings, and transport projects; and Joseph Hadley, who has expertise in the petrochemical, electricity and telecommunications sectors.

Within Structured finance , Davis Polk & Wardwell LLP is a second tier firm,

Davis Polk & Wardwell LLP is widely regarded as the premier firm for equity derivatives expertise, and also has a wider practice incorporating structured finance and securitization. The derivatives and structured products group, including tax support, now numbers some 35 lawyers. Head of practice John Brandow was on the team which advised the Federal Reserve Bank of New York and the US Department of the Treasury in connection with the recapitalization of American International Group, which completed in January 2011. Clients note, ‘there are some very smart lawyers’ at the firm and although restructuring work has been plentiful, the structured finance practice group has attract a stream of complex, high-value new instructions, despite the difficult credit markets. Ray Ibrahim and James Rothwell recently led the work for the initial purchasers on a Rule 144A offering by Microsoft Corporation of $1.25bn aggregate principal amount of zero coupon convertible senior notes due 2013. Members of the group also advised the joint book-running managers, including Citigroup Global Markets and Pierce, Fenner & Smith, on the equity derivative aspects of a public offering by Stanley Black & Decker, of 6,325,000 convertible preferred units. Other lawyers in the group noted as outstanding by clients include Warren Motley for innovative structured product design, Daniel Budofsky for complex derivatives, and Sarah Beshar has acted for many years as designated underwriters’ counsel for US domestic and global financing transactions by General Motors and its finance subsidiary, GMAC. Practice clients include Morgan Stanley, Société Générale, JPMorgan Securities and Royal Bank of Canada.

Within Environment: transaction and regulatory, Davis Polk & Wardwell LLP is a second tier firm,

The New York-based team at Davis Polk & Wardwell LLP is a ‘major player’ in the environmental transactional space, and is especially known for advising clients in oil and gas, utilities and power generation, coal, chemical, wind, solar, other renewables and real estate development. On the climate side, it advises clients on trading greenhouse gas emissions offsets, crafting disclosure related to climate change issues for companies in affected industries, and providing regulatory advice in connection with emissions trading and related derivative products. It recently advised Noble Group, a market leader in managing the global supply chain of agricultural, energy, metals and mining resources, on its acquisition of Sempra Energy Solutions from Sempra Energy and The Royal Bank of Scotland, for approximately $317m in cash plus the assumption of approximately $265m in debt. It is also advising Cosan S A Indústria e Comércio, the largest grower and processor of sugarcane in the world and the largest ethanol producer in Brazil, on the formation in Brazil of a $12bn joint venture with Shell International Petroleum Company for the production of ethanol, sugar and power, and supply, distribution and retail of transportation fuels. Other highlights included advising Symantec, provider of storage and systems management solutions, on its $1.28bn cash acquisition of the authentication and identity security business of VeriSign, a provider of internet infrastructure services to various networks worldwide. Clients also include Citigroup, Credit Suisse, Metalmark Capital, General Motors, Shire Pharmaceuticals and Murphy Oil. Co-head Betty Huber is well known for her experience in acquisitions coupled with knowledge of environmental issues in the context of bankruptcy. Co-head Loyti Cheng has knowledge in environment-related corporate transactions.

Within Insurance: non-contentious, Davis Polk & Wardwell LLP is a third tier firm,

Davis Polk & Wardwell LLP has taken strides in the insurance arena, and it is able to ‘bring real, practical judgment and advice to the table’, assisting clients to ‘navigate through the “gray” areas of the law’, especially ‘when the stakes are high’. Key individuals in the developing practice are Jeffrey Oakes and the ‘excellent and responsive’ Ethan James, who are praised for their ‘great domain expertise’ and ability to ‘understand the nuances associated with the sector’; and the ‘exceptional’ Richard Sandler is also singled out. Led by Phillip Mills, the firm advised PartnerRe in connection with its $2bn acquisition of Paris Re, a complex transaction dealing with ownership through six separate private equity firms and regulatory, corporate and securities issues across a number of jurisdictions. Another highlight saw the firm representing the lead managers (including Goldman Sachs, Barclays Capital and JPMorgan) in relation to a $1.2bn offering of senior notes by Travelers. The firm has also acted as lead counsel to the Federal Reserve Bank of New York and the US Department of the Treasury in relation to a multitude of transactions that have involved AIG; representative transactions include the $16.2bn sale of ALICO to MetLife, the $20.5bn IPO of AIA, and the $4.8bn pending sale of Star and Edison life insurance companies to Prudential Financial. It continues to advise Assured Guaranty and AXA SA, among others, in relation to the impact of the Dodd-Frank Act in the insurance sector.

Within Patent licensing and transactional , tier 4

At Davis Polk & Wardwell LLP, the complexity and scope of the IP group’s work indicate it is the match of many larger practices. The 15-attorney team is headed by Frank Azzopardi in New York, and acts for a variety of life sciences, media broadcasting and publishing, and financial services clients. Recent high-profile deals include advising Comcast on a number of ventures, including its $37bn NBC Universal joint venture with GE; its minority investment in Houston Regional Sports Network; and negotiations with Rovi. The team also advised Symantec on its $1.3bn acquisition of Verisign’s authentication and identity security business. Major clients include Citigroup, Playtex Products, Energizer Corporation, Polo Ralph Lauren, Cosan, VNUS Medical Technologies, Yahoo! and Warner Chilcott.

Within Patent litigation: full coverage, tier 6

At Davis Polk & Wardwell LLP, ‘very talented trial attorneys’ Anthony Fenwick and Matthew Lehr ‘bring the highest quality and best representation one can obtain to the table. Both provide very thoughtful and sophisticated counsel’. The firm has been demonstrating its expertise in high-stakes patent disputes, with Lehr representing VNUS Medical in long-running litigation against other leading laser technology competitors. Lehr and Fenwick also acted for Yahoo! in cases against AOL and Xerox in relation to internet search technologies and internet advertising services. Comcast is also a key client.

Within Alternative/hedge funds, Davis Polk & Wardwell LLP is a second tier firm,

Davis Polk & Wardwell LLP’s investment fund management practice comprises over 50 attorneys and also calls on the broader expertise of the firm’s equity derivatives, credit and tax groups to advise comprehensively on structured equity and credit techniques to create new hedge and alternative fund products. The practice’s hedge funds work originated from its historic strengths in private equity and has developed into a ‘small but high-end fixture in the marketplace’ that can comfortably represent over half of the top 20 hedge fund managers, including FrontPoint Partners and Highbridge Capital Management. It advised Morgan Stanley on the spinout of the former and advised the latter on regulatory implications of its purchase of 55% of Brazilian asset manager Gavea Investimentos. Bespoke fund formation, management, acquisition and regulatory are all strengths for the practice and ‘indicative of the breadth the team brings to the equation’. In 2010, Yukako Kawata advised the Securities Industry and Financial Markets Association on the application of the Volcker Rule relating to banking entities and their investments in, and sponsorship of, hedge funds. Leor Landa and Nora Jordan are also recommended.

Within Mutual/registered funds, Davis Polk & Wardwell LLP is a third tier firm,

Davis Polk & Wardwell LLP’s investment management practice spans hedge and private equity funds, and also has a significant and growing profile in the registered funds space. The group provides ongoing advice to seven registered fund complexes with aggregate assets of over $125bn, and has developed a particular strength in the ETF sector with 2010 seeing it become counsel to the SPDR S&P 500 ETF Trust, the world’s largest ETF. It also provides ETF advice to major investment banks such as Deutsche Bank, UBS, Credit Suisse and Société Générale, and provides regulatory advice to the NYSE on all listed ETFs. The firm’s ability to work across fund types has meant it is increasingly in demand due to the ever-growing hybridization of funds. In 2010, it advised two large hedge fund managers on forays into the registered funds space: it represented Avenue Capital Group on launching a registered funds business and FrontPoint Partners on forming a registered fund of FrontPoint hedge funds sponsored by Central Park Group. It also provides 1940 Act counsel to The Japan Fund, the world’s first and oldest Japanese equity fund. Nora Jordan and Gregory Rowland both provide transactional, restructuring and asset management advice.

Within Private equity funds, Davis Polk & Wardwell LLP is a third tier firm,

Clients label Davis Polk & Wardwell LLP ‘one of a small number of firms we entrust with high-value transactions’. Its clients include leading standalone funds, large sovereign wealth funds and private equity divisions of leading banks, which the practice advises on bespoke fund formation, regulatory compliance, M&A and restructuring. The diversity of the practice has helped it to navigating the tumultuous market conditions. In 2010 the team advised GSC Investment Corp on selling a controlling interest to investors associated with Saratoga Partners, a transaction which involved selling new equity representing over 35% of total shares, as well as negotiating a new investment advisory relationship with Saratoga and a new credit facility. The group also advised Greenhill Capital Partners on its spin-off from Greenhill & Co, and Morgan Stanley Infrastructure Partners on forming several co-investment partnerships and joint-venture agreements to expand the reach of its $4bn fund. It also advised RoundTable Healthcare Management on forming a $600m fund targeting equity investments in leveraged buyout transactions relating to mid-market healthcare companies. Practice head Yukako Kawata is outstanding and ‘has an excellent grasp of sponsor-side issues’.

Within Securities: shareholder litigation, Davis Polk & Wardwell LLP is a first tier firm,

Davis Polk & Wardwell LLP’s first-class practice is jointly headed by Joel Cohen and James Windels, and can draw on at least six top-notch litigators with excellent experience in securities litigation. The firm’s track record and client-base, which includes issuers, underwriters and auditors, speaks volumes. Recent highlights include serving as Morgan Stanley’s principal outside counsel in matters arising from the financial crisis. The firm has already achieved a number of significant victories on behalf of the bank, including defeating a motion for class certification in Abu Dhabi Commercial Bank et al v Morgan Stanley et al. This was the first significant decision to address whether class certification is appropriate in an action that is based on the alleged reliance on credit ratings. The firm is also representing the board of directors and certain officers of Bank of America in connection with the sprawling civil litigation and investigations relating to the bank’s acquisition of Merrill Lynch. On the audit front, the group is representing PwC, a major client of the firm, in all of its civil litigations relating to the Bernard Madoff Ponzi scheme. A major highlight was achieving a significant victory on behalf of Aetna in the Third Circuit Court of Appeals affirming the district court’s dismissal of a $9bn securities class action against the company and four of its current and former directors and officers.

Within White-collar criminal defense , Davis Polk & Wardwell LLP is a first tier firm,

At the forefront of the white-collar bar for many years, the ‘very strong’ Davis Polk & Wardwell LLP provides a ‘fabulous’ service to an impressive cadre of blue-chip corporates and financial institutions including AstraZeneca, Bank of America, BHP Billiton, JPMorgan, Philip Morris and Siemens. Although it is ‘less often leading a major trial’ than some of its peers, it has tremendous credibility before the regulators and is seen by clients as a go-to-firm, in particular for high-profile government-led investigations. Deeply entrenched in the financial services industry, the firm has had a leading role to play in major investigations and litigation relating to the subprime and financial markets crisis. In this regard, Raul Yanes is representing Morgan Stanley in connection with the Financial Crisis Inquiry Commission’s investigation. Having relatively recently returned to private practice following five-years in high-level positions in the Bush administration, Yanes is particularly accomplished at handling matters with a strong Washington DC component, as illustrated by his recent involvement along with Scott Muller for Patriot Coal in connection with an investigation into safety practices by the House Committee on Education and Labor. Muller is considered to be a particularly safe pair of hands for handling international cases within the FCPA arena, and following his involvement for Siemens on its high-profile FCPA investigation, is currently representing BHP Billiton in a major FCPA investigation. A former government prosecutor, the ‘superb’ Carey Dunne is now one of the most experienced members of the team following the recent retirement of the iconic Robert Fiske and is seen as a safe pair of hands in matters that involve parallel proceedings, often with a political angle. As well as representing Intesa Sanpaolo, a major European bank, in parallel criminal and civil investigations regarding alleged violations of US sanctions against Iran, Dunne is also representing a senior executive of defense contractor BAE in the much publicized US and UK corruption investigations. Other recommended partners include Linda Thomsen and Angela Burgess.

Within Antitrust, Davis Polk & Wardwell LLP is a third tier firm,

Davis Polk & Wardwell LLP provides ‘very responsive, strategic, wise, effective and efficient’ service through its litigation department, which has broad experience in the field of antitrust and works closely with the firm’s M&A practice group. While the firm refrains from advising directly on non-US antitrust matters, offices in Washington DC, New York and California work with a network of firms worldwide to provide support on complex, cross-border transactions. The firm earns some big-ticket mandates for high-profile clients and recent work includes advising Comcast regarding its $37bn agreement with GE to form the NBC Universal joint venture. Michael Sohn, who joined the Washington DC office from Arnold & Porter LLP in 2010, focuses on the antitrust aspects of mergers, but also handles government and private antitrust litigation and investigations; he is ‘very client focused’, provides ‘workable answers and solutions’ and ‘takes a very balanced approach’. In merger-related litigation, the team was chosen by Panasonic, SanDisk and Toshiba to defend their joint venture against antitrust claims filed by Samsung in a case dealing with critical but rarely litigated antitrust aspects of intellectual property and standard setting. Other work included defending LG Electronics in more than 30 nationwide class actions with claims exceeding $1bn; and acting for large companies and leading multinational conglomerates in various DOJ investigations.

Within M&A: mega-deals ($5bn+), Davis Polk & Wardwell LLP is a second tier firm,

Throughout the financial crisis and as the markets returned to normalcy, Davis Polk & Wardwell LLP remained at the forefront of global M&A. The practice is regularly involved in the largest and most complex M&A situations, its clients typically being industry-leading corporations with longstanding relationships with the firm, or clients looking for strategic assistance or bet-the-company deals. Recent deal highlights include advising Federal Reserve Bank of New York and the US Department of the Treasury on a series of unprecedented transactions involving AIG, including the pending $15.5bn sale of ALICO to MetLife and the proposed $35.5bn sale of AIA to Prudential. The practice also acted for ExxonMobil on its $41bn all-stock acquisition of XTO Energy, a Fort Worth, Texas-based natural gas producer, and represented Comcast in connection with its $37bn NBC Universal joint venture with General Electric. The firm also advised Cosan Indústria e Comércio, the largest grower and processor of sugarcane in the world and the largest ethanol producer in Brazil, in connection with the formation of a $12bn joint venture with Shell International Petroleum Company in Brazil for the production of ethanol, sugar and power, and supply, distribution and retail of transportation fuels. The practice acted for Citi in connection with all of its major financial crisis-related matters, including the sale of $3.2bn of CitiFinancial Auto’s auto loan portfolio to Santander Consumer USA and the sale of a $3.5bn portfolio of multifamily and commercial real estate loans to JPMorgan Chase. The Menlo Park office advised Palm, a leading developer and supplier of smartphones, on its $1.4bn acquisition by Hewlett-Packard, the world’s largest technology company, and acted for Symantec, a provider of storage and systems management solutions, on its $1.28bn cash acquisition of the authentication and identity security business of VeriSign, a provider of internet infrastructure services to various networks worldwide. New York department head George Bason recently advised PepsiCo on its proposed $3.8bn acquisition of a 66% stake in Wimm-Bill-Dann Foods, a Russian branded food and beverage company focusing on dairy products. Also in New York, David Caplan acted for Aetna on its $500m acquisition of Medicity, a Salt Lake City, Utah-based health information exchange technology company. Phillip Mills, Louis Goldberg, Paul Kingsley and John Bick are also highly recommended. Goldberg and Bick advised CVS Caremark on its $1.25bn acquisition of the Medicare Part D business of Universal American, a Rye Brook, New York-based Medicare Prescription Drug Plan sponsor. In Menlo Park, William Kelly and Alan Denenberg are ‘respected and trustworthy’ practitioners.

Within Private equity buyouts, Davis Polk & Wardwell LLP is a third tier firm,

Davis Polk & Wardwell LLP remains an active player in the private equity industry, thanks in part to its tremendous Wall Street reputation and the genuine private equity expertise of a number of partners. Francisco Partners, Goldman Sachs Capital Partners, Greenhill Capital Partners, Metalmark Capital, Morgan Stanley Capital Partners and Perry Capital are just a few of the private equity funds which instructed the firm during 2010. It maintains an active mega-deal and middle-market practice, with the financial institutions, energy and infrastructure sectors being particularly fruitful for the firm. The firm is also well known for its regulated industry expertise, as well as leading capabilities in private equity finance and private investment in public equity (PIPE) transactions. In 2010, the firm advised DLJ Merchant Banking Partners on the $2.16bn sale of FDR Holdings (Frontier) to Noble. The firm also represented Morgan Stanley Infrastructure Partners and Veolia Energy North America in connection with the formation of a joint venture, and the $320m acquisition by the joint venture of the Medical Area Total Energy Plant (MATEP) from NSTAR. Key partners include New York partner and eminent private equity expert John Bick, global head of M&A George Bason, Nancy Sanborn, Leonard Kreynin and managing partner John Ettinger. Menlo Park-based Daniel Kelly has played an anchor role in developing the firm’s West Coast practice.

Within Domestic tax: East Coast, Davis Polk & Wardwell LLP is a first tier firm,

Davis Polk & Wardwell LLP, ‘a firm with a fleet of strong tax lawyers’, has ‘a huge tax practice and a broad area of strength’. The New York office houses the majority of the firm’s 13 tax partners, with representation in California and London. The lawyers work mainly within the multi-disciplinary teams formed to support complex high-value instructions although some direct instructions are taken. Avishai Shachar, who heads the department, and Kathleen Ferrell provided tax counsel to Exxon Mobil Corporation in its $41bn all-stock takeover of natural gas producer XTO Energy; the deal closed in July 2010. Michael Mollerus, who has a strong transactions practice, was on the tax team which advised CVS Caremark Corporation on its $1.25bn January 2011 acquisition of the Medicare Part D business of Universal American. The tax group has made a significant contribution to the firm’s reputation for innovation in restructuring and spin-offs, and has also attracted headline mandates such as appointment by the Federal Reserve Bank of New York and the US Department of the Treasury as lead counsel in the AIG restructuring. Other recommended partners include Michael Farber for complex capital markets work, and Neil Barr, ‘a great young lawyer’, for transactions. The firm’s major clients include Citigroup, Comcast, CVS, Deutsche Bank, Emerson and PepsiCo. The team also has a strong private equity and hedge fund following.

Within Employee benefits and executive compensation, Davis Polk & Wardwell LLP is a third tier firm,

Davis Polk & Wardwell LLP’s New York-based executive compensation and employee benefits practice lies within the corporate department. The expert lawyers advise on compensation and benefit aspects of the numerous high-value transactions handled by the firm and also advises on ERISA matters. Barbara Nims and Edward FitzGerald ‘have excellent judgment and provide a knowledgeable, responsive service’. Jean McLoughlin, who is particularly expert in the design of management equity programs and other executive employment arrangements, spends part of her time in the Menlo Park office. In recent representative instructions, the group provided benefits advice to Grupo Financiero Santander and Banco Santander in connection with the acquisition of GE Capital’s consumer mortgage business in Mexico. Practice group clients include Emerson Electric, GMAC and MetLife.

Within Financial products, Davis Polk & Wardwell LLP is a second tier firm,

Davis Polk & Wardwell LLP’s tax group has established a reputation for innovation, and close cooperation with clients on complex transactions and corporate structures, and the development of cutting-edge derivatives and other financial products. The tax group advises in a high number of issues as a result of the firm’s appointment as counsel to six leading financial institutions – Credit Suisse Securities, Deutsche Bank, JPMorgan Securities, Morgan Stanley, Royal Bank of Scotland/ABN AMRO and UBS – in connection with structured products shelf and structured note issuance programs. Expertise on offer includes support on complex hedging and other OTC transactions, including equity monetization strategies, tax-efficient share repurchase programs, and cross-border hybrid transactions. Recommended New York-based attorneys include ‘practical and knowledgeable’ Po Sit, who is particularly experienced in derivative products, and Samuel Dimon, whose strengths lie in tax planning and product development.

Within International, Davis Polk & Wardwell LLP is a first tier firm,

Davis Polk & Wardwell LLP’s New York-based tax attorneys handle a steady flow of instructions with an international element and work closely with colleagues in the global network, which expanded in February 2011 with the opening of a Brazilian office. Most members of the tax practice work flexibly between domestic and cross-border instructions. In recent instructions, Neil Barr advised Deutsche Bank Securities financial adviser to Deutsche Börse AG in connection with its business combination agreement with NYSE Euronext, and Michael Mollerus advised Grupo Financiero Santander and Banco Santander in connection with its acquisition of GE Capital’s Mexican consumer mortgage business, which includes a $2bn retail mortgage portfolio Also recommended are Kathleen Ferrell, who provided tax counsel to Colombian financial group Grupo Aval Acciones y Valores on its $1.9bn acquisition of BAC Credomatic, a Central American banking group, from GE Capital, and Harry Ballan, whose international tax planning clients include Aetna, Bertelsmann, Emerson, EMI, E*TRADE and Julius Baer.