The Legal 500

Within Bank lending: National,

Davis Polk & Wardwell

PRACTICE: Benefiting from a balanced coterie of relationships with leading banks and Fortune 500 corporates, ‘the first-rate’ Davis Polk & Wardwell has one of the most complete banking practices. This client diversity and the sheer breadth of the practice’s expertise which extends from traditional acquisition and leveraged finance to project and structured finance has enabled it to cope admirably with the challenging market conditions.

The attorneys ‘provide high-quality work with attention to detail and a real business understanding’, say clients. Additionally, ‘the quality of their people and client relationships is quite extraordinary’.

Recent highlights include advising a syndicate of banks, led by Banco Santander and JPMorgan, on the provision of a $45bn credit facility for InBev, in order to acquire the outstanding stock of Anheuser Busch.

Aided by a strong bank regulatory and corporate restructuring capability, allied to the firm’s excellent financing capability, the practice has been the natural choice for financial institution clients embroiled in the current credit crisis. For example, it acted for the Treasury Department and the Federal Reserve Bank of New York in the $85bn financing package and related equity ownership rights with respect to AIG. This was the largest credit facility ever provided to a private sector borrower, and yet the loan facility was closed in six days. This sort of performance is why clients say, ‘the level of expertise, professionalism and attention to detail will not be exceeded by any other firm’.

CLIENTS: Clients include a balanced mix of corporates and banks, including Bank of America, Citigroup, Aetna, Burger King, CVS Caremark, Credit Suisse, Oracle, Morgan Stanley, Royalty Pharma and WP Carey.

INDIVIDUALS: ‘An outstanding lawyer’, Bradley Smith is widely revered as one of the leading practitioners in the market. ‘Fantastic’, he has been a principal adviser to JPMorgan for many years.

Praised by clients for his ‘legal knowledge and high level of business judgement’, James Florack is regularly involved in many of the practice’s most complex deals for lenders and borrowers.

Joseph Hadley ‘is steady, calm, thoughtful and practical’, say clients. ‘He focuses only on the important issues, and is able to condense a difficult issue to its essential core’.

All of the recommended partners are based in New York.

Within Capital markets: debt offerings: National,

Davis Polk & Wardwell

PRACTICE: Described by clients as ‘the best underwriter’s counsel for convertible debt in the US’, Davis Polk & Wardwell reigns supreme in debt management representation, particularly taking into account the practice’s volume and size of matters, and the complexity of matters done. Advising a veritable who’s who of financial institutions, there is no ignoring the firm’s strength in this area. Its deep bench in terms of client service is also recognized by clients who note that ‘starting at the top and through the junior resources, they give us 100% focuses and attention’, as well as showing ‘a detailed knowledge throughout the process’.

Praised for its ability to ‘think out of the box and come up with solutions’, the practice has a reputation for being able to turn its hand to any debt matter, from simple offerings to complex hybrid securities. The New York office advised Citigroup, Banc of America and JPMorgan as joint structuring coordinators and book-running managers regarding a Rule 144A/Regulation S offering of $1.25bn junior subordinated notes by Liberty Mutual.

While issuer representation has not been as strong as manager representation in past years, the practice has had an impressive 2008/09 in terms of deal size and the clients that it has attracted. For Oracle Corporation, the largest enterprise software company in the world, the team advised the client regarding its SEC-registered debt offering of $5bn aggregate notes and $5bn in notes of varying percentages.

Industry-wise, the firm has the advantage of having strong New York and California offices, giving it an edge in the financial and technology
arenas and allowing the firm to see continued work in these areas, particularly on the issuer side. The Menlo Park office has had particular strength in the issuer area, and the New York team is advising Morgan Stanley as issuer regarding an aggregate of over $19bn of SEC-registered debt offerings.

CLIENTS: On the manager side, clients include Citigroup, Merrill Lynch, Pierce, Fenner & Smith, and Goldman Sachs, and on the issuer side, the practice represented Oracle and Riper Industries, as well as Comcast.

INDIVIDUALS: Bruce Dallas stands out to clients in the debt area due to his ‘high experience level and knowledge of the law’. The Menlo Park partner led the Comcast matter.

Menlo Park-based partner Alan Denenberg is singled out by clients for his ‘tremendous amount of experience in convertibles, with an ability to navigate the legal and business issues to get
the deal done’. Denenberg is a member of the firm’s corporate practice and acts for both issuers and managers.

Within Capital markets: equity offerings: National,

Davis Polk & Wardwell

PRACTICE: In terms of complexity, volume, and size of deals over the first half of 2008, ‘go-to firm’ Davis Polk & Wardwell takes centre stage for manager representation. Client’s note that the lawyers possess the ‘greatest degree of knowledge in the equity execution area, greatest level trust, and they are constantly providing advice and answers to questions in the interim’, while the firm’s position is cemented by its continuing work with the cream of the underwriting community on ground breaking matters.

Geographically, the firm’s strength is in its New York and Menlo Park offices, allowing it to tap in to the finance and technology markets. Of the practice’s diverse service, clients note that: ‘relative to the general categories that I rate counsel on expertise, work ethic, responsiveness, and they are #1 in all three areas’.

The practice illustrates its ability to advise on innovative and complex matters, including advising the underwriters in the largest follow-on offering of common stock in US history from its New York office. The firm advised Goldman Sachs, Banc of America, Citigroup, Deutsche Bank, JPMorgan, and Morgan Stanley as book running lead managers regarding an SEC-registered offering of shares of common stock of General Electric Company, closing in October 2008.

Another important matter saw the practice advising the above named banks (barring Deutsche Bank and Morgan Stanley and adding Wachovia Capital Markets, HSBC Securities and Merrill Lynch) as joint bookrunners and representatives of the underwriters regarding the VISA IPO which closed in March 2008. This was the largest IPO in US history, in which VISA sold 446.6 million shares of class A common stock for gross proceeds of $19.65bn. Illustrating the firm’s global reach, the IPO was registered simultaneously in the US, Canada and Japan and private placements in more than 50 jurisdictions around the world.

While the firm’s strengths lean towards manager representation, the firm has picked up large issuer matters over the year, including acting as special product counsel for Bank of America in the largest ever public offering of convertible securities, which closed in January 2008. The offering involved $6.9bn SEC-registered offering of 7.25% non-cumulative perpetual convertible preferred stock, including $900m of securities sold pursuant to the exercise of an over allotment option.

CLIENTS: In addition to the manager clients noted above, the firm has represented Credit Suisse and UBS. Issuer clients include SLM Corporation, as well as Oracle, Comcast and Texas Instruments.

INDIVIDUALS: New York-based partner Richard Truesdell is co-head of the firm’s global capital markets group and is regarded by clients as ‘the best securities lawyer on Wall Street’ and praised for his ‘extensive knowledge and calm, unflappable demeanor’.

Menlo Park-based partner Alan Denenberg is regarded as ‘a very creative problem solver’ by clients and brings M&A and corporate finance expertise to capital markets matters. Singled out by clients for being ‘excellent when establishing protocols for working with or dealing with other companies’, Denenberg works in a number of areas of capital markets, including equity matters.

Also based in the California office, Bruce Dallas is a member of the firm’s corporate department and is noted by clients to be ‘an outstanding exemplar of all the firm stands for’, having ‘done it so many times before and seen it all’.

Within Capital markets: global offerings: National,

Davis Polk & Wardwell

PRACTICE: Internationally, very few firms can hold a candle to the expertise of Davis Polk & Wardwell’s ‘just outstanding’ New York practice of 21 partners and 58 other lawyers, supplemented by its Menlo Park office of 8 partners. The firm has particular expertise in international IPOs, with clients praising the firm as having the ‘greatest degree of knowledge in the equity execution area’, and in the Latin American arena. With expertise in listing offerings on stock exchanges such as the Luxembourg Stock Exchange, São Paulo Stock Exchange and NYSE Stock Exchange for clients, the practice has the scope to turn its hand to any type of capital markets matter in an international sense, from high-yield debt and straight debt to equity, mainly for financial institutions. While the practice boasts an enviable relationship with investment banks, it also has a diverse range of corporate clients that it has represented over the last year, when an undeniable market focus has been on acting for financial institutions.

Without question, the firm’s role in the VISA IPO, closing in March 2008, has been a highlight of its year. The firm acted for an impressive group of joint bookrunners and representatives of the underwriters including JPMorgan, Goldman, Sachs, UBS, Banc of America Securities, Wachovia Capital Markets, Citigroup, Merrill Lynch and HSBC. The matter concerned an IPO of common stock with gross proceeds of $19.65bn with stock is listed on the NYSE and Canadian and Japanese stock exchanges, as well as in private placements in more than 50 jurisdictions around the world.

Illustrating the firm’s trusted position on the manager side, it is designated underwriters counsel for both the Province of Ontario and for Export Development Canada. The practice advised the underwriters regarding an aggregate of $5.25bn of SEC-registered offerings by Export Development Canada, with offerings listed on the Luxembourg stock exchange.

The practice has shown particular aptitude in working on leading IPO matters for issuers, including advising Cosan in the largest SEC-registered IPO by Latin American issuers in 2007 or 2008. The matter regarded the client’s $1.2bn SEC-registered IPO of class A common stock and shares in the form of Brazilian Depositary receipts (BDRs). The class A common shares are listed on the NYSE, and the BDRs are listed on the São Paulo Stock Exchange.

In another matter, the team acted for Brazilian electricity generation company MPX Energia regarding the largest IPO ever of a start-up company in Latin America. The IPO of common shares totaled approximately $1.1bn, and the shares were traded on the São Paulo Stock Exchange

CLIENTS: Financial institution clients include JPMorgan, Citigroup Global Markets, Bradesco Securities, Merrill Lynch, Itaú Securities and Morgan Stanley. Issuer side clients include
Cosan, MPX Energia and Independência International.

INDIVIDUALS: New York partner Manuel Garciadiaz is regarded by clients as being a lawyer who ‘continues to exceed any benchmark you set up’. Garciadiaz stands out to clients due to his ‘knowledge about “everything”, his responsiveness, his attention in providing an opinion, even when he recognized that was not his responsibility’. The partner focuses his practice on acting on a range of capital markets matters for both national and international clients.

‘Excellent professional’ Maurice Blanco practices in the firm’s Latin America and Spain practice group, as well as being a member of the corporate department. The New York-based partner is praised by clients for his ‘excellent technical skills, always responsive and solution orientated’.

Within Capital markets: high-yield debt offerings: National,

Davis Polk & Wardwell

PRACTICE: Supporting Davis Polk & Wardwell’s reputation for having a deep bench across the capital markets spectrum, clients note that ‘what stands out about Davis Polk & Wardwell ’s service is the quality of the lawyers, particularly the depth of knowledge within the associate rank.’ Particularly strong in manager representation, the firm staffs transactions from both its New York and Menlo Park offices, the base of the firm’s global technology group, allowing it to plug into the financial and technology centres of the country, supplementing the firm’s expertise in the energy and life sciences arenas.

Noted for its strength in both the debt and equity arenas, Davis Polk & Wardwell is not perceived to be as strong in high-yield matters, in terms of the size of matters or in terms of market share. While attracting impressive manager clients, the smaller and less complex of matters handled sets it apart from top tier firms.

A certain draw for clients to the firm, though, is its expertise in Rule 144A/Regulation S matters. On the managers side in 2008, the New York practice acted for the initial purchasers Credit Suisse, JPMorgan, Banc of America and Wachovia Capital Markets regarding the residential construction company K. Hovnanian Enterprises’ $600m Rule 144A/Regulation S offering of high-yield senior secured notes.

The practice also advised JPMorgan, Banc of Americas and Barclays Capital as joint bookrunning managers and representatives of the initial purchasers on a Rule 144A/Regulation S offering by SandRidge Energy of $750m aggregate principle amount of senior notes.

On the issuer side, the Menlo Park-based practice acted for E*Trade Financial Corporation regarding its private placement of $1.9bn of Springing Lien Notes. Also on the issuer side, the practice acted for Independência International regarding its $300m Rule 144A/Regulation S offering of high-yield notes.

CLIENTS: Manager clients include HSBC, Deutsche Bank, and Morgan Stanley. On the issuer side, the firm has acted for Symbion, Independência International, Ardagh Glass Finance and Aventine Renewable Energy Holdings.

INDIVIDUALS: Richard Truesdell, co-head of the firm’s global capital markets group, is regarded by clients as being ‘great in a crisis - a calming influence. He appears to have nerves of steel’. The New York-based partner acts for both manager and issuer clients in international capital markets transactions and is seen to be ‘highly knowledgeable, thoughtful, responsive and highly accessible’ to clients.

‘Highly responsive’ New York-based partner Michael Kaplan represents clients in a range of leveraged finance and capital markets transactions. Clients note that ‘for a relatively young partner, his depth of knowledge of the securities laws and the current positions of the SEC are impressive.’

Within Corporate restructuring: National,

Davis Polk & Wardwell

PRACTICE: Leveraging its pre-eminent reputation in the banking community, Davis Polk & Wardwell’s 12-partner insolvency and restructuring group is best known for its lender-side practice. It is regularly instructed by the likes of JP Morgan, Citibank and Bank of America, and the practice has been at the very forefront of the multifarious issues arising out of the recent financial services meltdown.

‘Our go-to firm when we have particularly complex and sophisticated matters to be dealt with’, says one client, the practice acted as lead counsel to the US Treasury and Federal Reserve Bank of New York on the $85bn financing package and related equity ownership rights with respect to troubled insurer, AIG. In another pioneering transaction, the department represented Freddie Mac in what was the first genuine conservatorship of a financial institution. Government intervention also included a commitment to provide it with $100bn of direct financial aid, the largest government-assisted transaction in US history.

‘Sophisticated, experienced and professional in all their dealings’, there is also much more to this ‘creative’ practice than creditor-side mandates. Indeed, building off its high-profile representation of Delta Air Lines, the group has picked up a steady flow of significant debtor mandates, both in and out of court. In another restructuring affecting the airline industry, the practice is lead bankruptcy counsel to Frontier Airlines on its Chapter 11 case.

‘When involved in one of our deals, they are an integral part of the process, the solution and the ultimate success’, enthuse clients.

CLIENTS: Davis Polk & Wardwell’s client roster includes an impressive number of major banks, including Bank of America, Citibank, Credit Suisse and JP Morgan Chase. Increasingly active on the debtor side, other clients include Frontier Airlines, Star Tribune and Tekni-Plex.

INDIVIDUALS: ‘He is one of the most outstanding lawyers I have worked with’, states one client of New York-based co-chair of the restructuring group, Marshall Huebner. ‘Smart, strategic in his thinking and business-orientated’, Huebner’s debtor-focused practice currently sees him instructed by Frontier Airlines, Star Tribune and Tekni-Plex on their respective restructurings. ‘He is tireless in his efforts and savvy in crafting deals to keep the restructuring moving forward’, say clients.

‘Brilliant and experienced’, New York-based co-chair of the practice Donald Bernstein is one of the best-known figures in the bankruptcy community. Particularly active advising banks as senior secured creditors, he has been representing Citi in matters pertaining to Lehman’s bankruptcy.

Active across a fairly balanced mix of creditor and debtor mandates, New York-based partner John Fouhey ‘is constructive and not divisive - in negotiations with either clients or other lenders’, according to one client.

‘Extremely well regarded in the banking and legal community’, New York-based partner Karen Wagner is a leading bankruptcy litigator and an expert in cross-border insolvencies.

Within Project finance: National,

Davis Polk & Wardwell

PRACTICE: Praised for its ‘expertise, resources and commitment to excellent client service’ by clients, Davis Polk & Wardwell has one of the smallest groups in this section, with three partners and one associate counting project finance among their expertise. While the firm does not boast a client base that quite competes with firms in the upper tiers, it has seen activity in the Middle East, Caribbean, Latin American and Canada, taking advantage of the firm’s six global offices and international reputation.

The telecommunications field has been a source of particular success, and the practice has been involved in a number of public and private project finance areas from power generation facilities, transportation infrastructure to gold, copper, nickel and coal mines. The main notable absence is a lack of renewable energy expertise.

While the firm has a strong lender client base, sponsor related matters have produced the firm’s leading work. The mobile phone network provider Digicel, a leader in the Caribbean region, hired the firm on three separate matters based in Honduras, the Pacific and Panama.

On the lender side, the practice acted for the Japan Bank for International Cooperation (JBIC) regarding the $334m project financing for the expansion of Metanol de Oriebte, Metor’s expansion of a methanol plant in Venezuela. JBIC financed the project along with the International Corporation and a number of other banks.

CLIENTS: Clients of the firm includes Credit Suisse, Morgan Stanley and Overseas Private Investment Corporation (OPIC) on the lender side, and Endesa and Digicel on the sponsor side.

INDIVIDUALS: New York-based partner Joseph Hadley is a member of the corporate practice and has a focus on structured and leveraged finance in the syndicated loan and debt capital markets. Hadley is singled out by clients for his ‘incredible understanding of all the various commercial and legal issues that we face raising finance in these markets’.

Within Structured finance: derivatives and structured products: National,

Davis Polk & Wardwell

PRACTICE: Davis Polk & Wardwell ranks among the elite international law firms for capital markets work, and is better known for its equity derivatives expertise than structured finance capacity. Clients are impressed, rating the practice generally ‘right at the top for advice’.

As a result of a keynote appointment in March 2009, Davis Polk & Wardwell is advising the Federal Reserve Bank of New York and the US Treasury Department in connection with the restructuring of assistance to AIG. John Brandow, the New York-based head of the equity derivatives group is a member of the cross-practice team that is handling this extraordinarily complex instruction. Warren Motley and Brandow were also on the team that advised Morgan Stanley on its $5.75bn SEC-registered offering, which was guaranteed under the FDIC Temporary Liquidity Guarantee Program, in December 2008.

In a September 2008 cross-border instruction, Brandow and fellow partner Mark Mendez provided equity derivatives advice to Shanda Interactive Entertainment, one of China’s largest operators of online games, in connection with a convertible bond offering and concurrent accelerated share repurchase.

CLIENTS: Davis Polk & Wardwell has been instructed by ABN AMRO, AIG Financial Products, Banc of America Securities, BNP Paribas, Citigroup, Comcast, Credit Suisse Securities, Deutsche Bank, Freeport-McMoRan Copper & Gold, Goldman Sachs, JPMorgan Securities, Merrill Lynch, Morgan Stanley, Société Générale, Swiss Re, UBS and Wachovia.

INDIVIDUALS: All four recommended partners are based in New York. John Brandow and Warren Motley are ‘outstanding on all metrics’. James Rothwell is ‘very experienced in equity derivatives and related securities issues’, as well as being ‘excellent at drafting complex documentation’. Daniel Budofsky is also commended.

Within Alternative/hedge funds: National,

Davis Polk & Wardwell

PRACTICE: Despite being better known for its private equity skills, Davis Polk & Wardwell’s investment management practice is ‘extremely knowledgeable - not only regarding the regulations - but also structuring the products’ in the alternative/hedge fund sector. The group targets primarily institutional clients and major fund managers. Clients appreciate the firm’s ‘first-class service and advice’, particularly its expertise on the transactional side.

The practice operates out of New York, with a smaller team in Menlo Park, and leverages the firm’s six offices internationally. Its expertise extends to funds-of-hedge-funds, broker/dealer work and ’40 Act advice, while its high-end multinational client base ensures a lot of work on globally focused funds. The core fund and corporate transactional capabilities are underpinned by tax, ERISA and securities support from related departments. Clients say these constituent parts fit together to form a ‘very responsive’, ‘excellent’ and ‘full-service’ practice.

However, the firm’s strategy does not lend itself to most start-up or middle-market funds and such clients will find more suitable representation elsewhere, and at less expense than this firm’s premium pricing. Furthermore, the depth of the team does not compare to the battalions of experienced partners that the top-tier firms can field.

In April 2007, Davis Polk & Wardwell advised Old Lane Partners, a private equity and hedge fund manager, throughout its $4.5bn buyout by Citi Alternative Investments. The firm has also represented investors such as Morgan Stanley in taking stakes in various hedge fund managers.

CLIENTS: Davis Polk & Wardwell’s recent representations also include Avenue Capital, Chilton Investments, Credit Suisse, Crestview, Farallon, FrontPoint Partners, JPMorgan, Morgan Stanley, Oak Hill Platinum Partners, Skybridge, Soros Management Fund, Tailwind and Tiger Management.

INDIVIDUALS: All the recommended partners are based in New York. Leor Landa’s ‘strong knowledge of fund formation’ has made him particularly popular, clients noting that he ‘understands the business risks’ and is ‘excellent - he is very practical; he gives you real-world advice’. Practice co-head Nora Jordan is ‘very good’. She is active in the hedge fund space, representing clients such as Morgan Stanley. John Bick, Paul Kingsley and the ‘excellent’ Danforth Townley are also recommended. New York-based Edmond FitzGerald is an ERISA partner that regularly works with the hedge fund group.

Within Private equity funds: National,

Davis Polk & Wardwell

PRACTICE: ‘A good shop’, according to clients, Davis Polk & Wardwell’s five-partner private equity funds practice provides ‘first-class service and advice’ and is another excellent operation that resides in tier three only because it lacks the same breadth of activities among leading clients as do the upper-tier firms. Reinforcing this view is the marked drop-off in the flow of sponsor-side work in 2008. However, that consistent quality sets down a marker for the future growth of the practice and at the end of 2008 the firm picked up a mandate for a new multibillion-dollar fund.

Clients benefit from the firm’s penetration internationally, with seven foreign offices - including London, Paris, Tokyo and Hong Kong - augmenting the resources of the three US locations. This strength is evidenced by the return of capital markets expert John Crowley to New York in 2007 after six years in the firm’s Hong Kong office. In addition to the necessary tax and ERISA support, the group can call on strong regulatory expertise.

The practice spans buyout funds, funds-of-funds, special situations funds (including distressed debt) and real estate funds, working both for major sponsors and investors. Additionally, the department has expertise in venture capital, registered funds and hedge funds, expertise it can leverage to inform new hybrid concepts.

Top-notch clients say the practice displays ‘strength in all areas of fund formation’ and ‘has a lot of different experts that it can bring in’. Overall, it is ‘excellent’ and ‘one of the best’ in terms of quality, in part because ‘they get the best associates’ and ‘coordinate exceedingly well’.

Activity in 2008 slowed compared with the previous year, and the most notable activities involved investor representations: for example, regarding capital placements into Merrill Lynch Asian Real Estate Fund and JC Flowers Fund III. Representations in 2007 demonstrate the group’s capacity on the sponsor side, for example the group’s formation of AC Partners V MD Side Fund, part of a fund-of-funds complex, as well as a number of other fund-of-fund and real estate fund matters.

CLIENTS: Other sources of work include the funds of institutions such as CSFB Equity Partners, DLJ Merchant Banking Partners, JPMorgan Chase and Morgan Stanley. Other relationships include Francisco Partners, Greenhill Capital Partners, HRJ Capital, Investor AB, Old Lane, Soros Fund Management, Stockbridge Real Estate Partners, Tailwind, Thomas Weisel and Welsh, Carson, Anderson & Stowe.

INDIVIDUALS: Investment management/private funds group co-head, Yukako Kawata is ‘very good’ and widely acclaimed as someone who ‘really knows her stuff’. Leor Landa is a ‘very commercial and practical’ younger partner whose ‘strong knowledge’ is making waves in the industry, while Danforth Townley is ‘excellent’ and ‘very responsive’.

All of the recommended lawyers are based in the New York office.

Within Executive compensation: National,

Davis Polk & Wardwell

PRACTICE: Davis Polk & Wardwell’s compensation practice comes under the umbrella of the corporate department, servicing nearly every transaction handled by this division. Although this is a relatively narrow focus, it enjoys excellent reputation for compensation work. The team is incredibly well regarded by clients, being described as ‘super-intelligent’, ‘very knowledgeable’ and ‘the best’.

The practice works on compensation issues associated with mergers, acquisitions, recapitalizations, spin-offs and bankruptcies, along with advising clients on compensation packages, equity-based incentives, deferred compensation, severance plans and corporate governance.

The private equity work in which the practice has excelled in previous years has slowed, but it has filled the gap with 409A compliance, as well as dealing with Morgan Stanley’s participation in TARP. Davis Polk & Wardwell has also been involved in the compensation aspects of several deals, advising Swiss pharmaceutical giant Roche on its offer to Genentech in July 2008 to acquire remaining shares for $44bn. The team also counseled CVS Caremark on employment issues relating to its $2.9bn acquisition of Longs Drug Stores.

CLIENTS: The practice has an impressive range of Fortune 100 clients, including General Electric, Citigroup, General Motors, JPMorgan Chase, Comcast, Aetna and Lockheed Martin.

INDIVIDUALS: Based in New York, Barbara Nims is the practice’s most senior figure, alongside the ‘really good’ Edmond FitzGerald, whom clients say is ‘very knowledgeable in the area’.

Within Securities: shareholder litigation: National,

Davis Polk & Wardwell

PRACTICE: ‘One of the top two or three groups practising in this area’, Davis Polk & Wardwell is seen as a ‘safe pair of hands’ by clients engaged in bet-the-company securities litigation. With eight partners working full-time on securities litigation and enforcement matters, and augmented by its wider litigation capabilities, the firm ‘provides a real team effort’ to a diverse selection of clients, including corporates, auditors and banks.

For a long time at the vanguard of the white-collar arena, the firm is able to provide a one-stop-shop service to clients who are engaged in the oft-parallel civil litigation and regulatory/white collar investigations. Driven out of New York but with a significant presence on the West Coast, the department is well positioned to advise clients on cases arising out of these twin hotbeds of securities litigation.

Deeply entrenched in the financial services sector, in addition to receiving a regular flow of instructions from major players on Wall Street, it is also regularly instructed by the major accounting firms in securities and failed company litigation. As well as advising PwC in several matters, including options backdating litigation, the team has handled a raft of work for Deloitte. Most notably, it is representing the accounting giant in connection with shareholder litigation, as well as criminal and regulatory proceedings, arising from Royal Ahold’s massive restatement. The team successfully secured dismissal with prejudice of the civil suit.

Other notable highlights include advising various underwriters, including Morgan Stanley and Merrill Lynch, in a putative class action arising out of allegedly material misstatements made by the Mills Corporation, a real estate investment trust.

CLIENTS: Clients include AstraZeneca, Toll Brothers, Hitachi, Morgan Stanley, Merrill Lynch, Deloitte, PwC and Credit Suisse.

INDIVIDUALS: Co-practice group coordinator of the firm’s litigation department, James Windels provides ‘fantastic’ advice to corporates, banks and accounting firms faced with securities litigation or regulatory investigations.

‘One of the leaders in this practice area’, recognize clients, New York-based partner Michael Carroll regularly defends corporations and boards of directors in class action litigation. ‘He is a very strong strategic thinker who is equally adept appearing before judges in court and before regulators’, say clients.

‘Absolutely committed to providing great service’, New York-based partner Michael Flynn has forged an enviable reputation, particularly as a result of his superb work for major accounting firms including PwC in securities and professional liability actions.

Within White-collar criminal defense - full service: National,

Davis Polk & Wardwell

PRACTICE: The white-collar practice at Davis Polk & Wardwell is best known for its ‘wonderful practitioners’, many of whom have served at the US Department of Justice (DoJ) and the SEC. Clients consider this New York-based group to be ‘outstanding’. The practice is renowned foremost for its ‘leading light’, former US attorney general Robert Fiske, who is ‘uniformly respected and admired’.

Having handled SEC enforcement, internal and state agency investigations for more than two decades, the practice is notably representing high-profile mortgage lender Freddie Mac in investigations by the DoJ following its public collapse and government bailout in July 2008.

The practice also represents the special committee of Wellcare Health Plans in investigations by the Federal Communications Commission (the FCC), the Department of Health and Human Services, and the Florida state attorney’s office following the company’s internal investigation.

Another significant client for the firm is the American Italian Pasta Company, which the practice represented in several matters. The group reached a significant settlement without incurring any fines on behalf of the company in an SEC investigation into its accounting operations.

CLIENTS: Clients include Wellcare Health Plans, Freddie Mac, WP Carey, and the American Italian Pasta Company.

INDIVIDUALS: Based in the New York office, Robert Fiske ‘ranks top above everyone’, being an ‘extraordinary’ and ‘outstanding’ lawyer, who is recognized as ‘the statesman of this bar, the dean of this practice area’. He is ‘very savvy, very smart, extraordinarily experienced’. Clients also strongly recommend Denis McInerney, again in the New York office; he is described as a ‘fierce advocate’, a ‘very, very talented attorney and a tireless worker’.

Within Antitrust - National,

Davis Polk & Wardwell

PRACTICE: Sitting within its wider litigation group, Davis Polk & Wardwell’s 11-partner antitrust practice provides ‘very responsive and customer-focused’ advice to clients across the full spread of antitrust concerns, from private litigation and government investigations, to day-to-day counseling and M&A-related issues. Hindered to some extent by a lack of antitrust lawyers on the ground in its international offices, the firm has a more US-centric focus than many of its competitors in the upper echelons of our rankings. Mainly staffed out of New York, and ably assisted by a strong office in Menlo Park - which was itself bolstered by the arrival in February 2008 of leading antitrust litigator Christopher Hockett from Bingham McCutchen LLP - the practice is regularly involved in many of the most significant transactions in the market.

Noted for its ‘outstanding’ representation of financial services clients, the department continues to represent its longstanding client, Morgan Stanley, in an array of antitrust cases. Notably, the practice recently defeated class certification in an action alleging that Morgan Stanley and numerous other underwriters had conspired to artificially fix the fees charged on certain IPOs. Praised for its ‘depth, breadth, client service mentality and practical business sense’, the team also regularly handles work for clients in the pharmaceutical industry. For example, it recently successfully defended AstraZeneca in a multi-district class action alleging that the settlement of a patent lawsuit with a generic pharmaceutical company infringed federal and state antitrust law.

On the merger clearance side, the group recently advised Roche on its $3.4bn successful hostile takeover of Ventana Medical Systems. The deal was rife with potential antitrust issues and the practice’s involvement included providing advice on an FTC investigation leading up to the acquisition.

CLIENTS: Clients include Aetna, AstraZeneca, Comcast, CVS, Emerson Electric, First Group, Freeport McMoran Copper & Gold, IPSCO, JPMorgan, Morgan Stanley, Roche, T-Mobile and Syngenta.

INDIVIDUALS: ‘Exceptionally talented’, New York-based department head Arthur Golden is particularly accomplished in relation to criminal grand jury work and civil litigation. Able to draw on ‘a diverse base of experiences’, he provides ‘thoughtful advice and strong analytical skills’ for a client roster that includes AstraZeneca and Emerson Electric.

Dividing his time between the firm’s New York and Menlo Park offices, Arthur Burke advises clients on M&A-related antitrust counseling, as well as in criminal grand jury investigations and private antitrust litigation. ‘He is first-rate in advising how to approach legal issues in light of our business needs’, say clients.

Described by clients as a ‘bright, aggressive litigator with a strong client focus’, New York-based partner Joel Cohen represents an eclectic mix of clients in connection with M&A-related antitrust concerns, antitrust litigation and regulatory investigations.

New York-based partner Ronan Harty ‘has a deep understanding of economics to go with a complete mastery of the real, as opposed to theoretical, practice of law in this area’.

Within M&A: mega-Deals,

Davis Polk & Wardwell

PRACTICE: Davis Polk & Wardwell possesses a diversified international client base and maintains a strong brand in the market, placing it amongst the frontrunners for big ticket M&A representations. The core of the practice is in New York, where 20 partners specialise in M&A work, though several partners practice out of Silicon Valley, mining the rich seam of technology sector M&A that arises out of clients such as Oracle and KLA-Tencor. Clients praise the M&A team as ‘capable of dealing effectively with the whole panoply of things that arise in a transaction - they have impressive expertise, responsiveness, pragmatism and business sense’.

In addition to seeing new representations in the technology sector, the firm is involved in some of the high profile financial services M&A, though its relationships with the banks are perhaps stronger in other practice areas. The firm represented Citibank in its bid to acquire Wachovia, and advised Banco Santander on its $1.9bn acquisition of Sovereign Bancorp.

While the firm’s M&A team is smaller and its transactional niche perhaps slightly lower in value than some of its top tier competitors, it is nonetheless clearly a leading option for some of the biggest M&A deals. Highlights of the last year include advising Roche on its $44bn offer to acquire all of the outstanding publicly held shares in Genentech, as well as advising Comcast on its $1.05bn investment in Clearwire as part of a $14.5bn transaction. The firm also represented the Government of Sweden in connection with its €5.6bn sale of Absolut Vodka manufacturer Vin & Sprit to Pernod Ricard. Other significant representations include that of CVS Caremark in its $2.9bn acquisition of Longs Drug Stores, and Oracle on its acquisition of Global Knowledge Software.

CLIENTS: The firm’s M&A clients include AstraZeneca, Bank of America, Bertelsmann, Citigroup, Comcast, CVS Caremark, ExxonMobil, KLA-Tencor, Morgan Stanley, Oracle, Sallie Mae and Roche.

INDIVIDUALS: According to clients, New York-based David Caplan ‘stands out as a unique talent in the universe of corporate lawyers’. With a ‘quite exceptional combination of strong, consistent legal skills and premium business judgement’ he ‘works through complex issues in a timely and sensible manner and works effectively with in-house legal teams’. Practice head George Bason, also in New York, is also praised for his ‘very thoughtful and practical advice’.

Within Private equity buyouts: National,

Davis Polk & Wardwell

PRACTICE: Although it lacks the kind of deeply entrenched relationships with the major sponsors that defines some of its competitors, Davis Polk & Wardwell provides ‘high business judgement’ to an impressive roster of private equity sponsors and is a regular fixture on many significant transactions. The practice is composed of 14 partners in New York and two in Menlo Park, all of whom handle a vibrant mix of M&A and pure private equity work.

Although, in line with the general trends in the market, the practice has witnessed a slow down in significant big-ticket work, it was involved on the sell-side for Getty Investments, in relation to the $2.4bn acquisition by Hellman & Friedman of its principal subsidiary, Getty Images.

Strong relationships with sponsors active in the middle-market has however ensured the team has maintained a steady flow of buy-side work. For example, it recently advised Metalmark Capital and Greenhill Capital Partners on their $305m acquisition of BreitBurn Energy Partners from Provident Energy Trust. The practice also advised Metalmark Capital in its $300m investment with Waud Capital Partners in Maxum Petroleum.

CLIENTS: Clients include Francisco Partners, MetalMark Capital, Greenhill Capital Partners, Investor AB, Thomas Weisel and Welsh, Carson, Anderson & Stowe.

INDIVIDUALS: New York-based managing partner John Ettinger maintains a thriving private equity practice. Vastly experienced, Ettinger is regularly instructed by the likes of Metalmark, Crestview and Welsh, Carson, Anderson & Stowe.

Also based in New York, John Bick and Carole Schiffman are well-regarded in the industry.

A founding partner of the firm’s Menlo Park office, Daniel Kelly has an excellent reputation in the market, and was recently involved in the Getty Images transaction.

Within Domestic tax: East Coast,

Davis Polk & Wardwell

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.

Within Financial products: National,

Davis Polk & Wardwell

PRACTICE: In more normal times Davis Polk & Wardwell’s tax practice provides expert support on complex hedging and other OTC transactions, including equity monetization strategies, tax-efficient share repurchase programs, and cross-border hybrid transactions. Despite the ruptured market Davis Polk & Wardwell, which has avoided any high visibility staff culls, ‘still strings a talented group’, and the tax practice continues to contribute to the new instructions coming through and to the numerous restructuring and workouts underway. Two partners in the tax practice are committed substantially to structured products and derivatives instructions.

Davis Polk & Wardwell is one of the firms preferred by the US Treasury, and in March 2009 was appointed to advise in connection with restructuring of AIG, an assignment which requires considerable tax expertise in structured products. The deal is referred to in more detail in our Domestic Tax: Eastern section. The tax practice is also advising Citibank on the US Treasury Department recapitalization, a sensitive instruction which requires consultation with Citibank private investors including several sovereign funds.

CLIENTS: Clients include Morgan Stanley, JPMorgan Chase, Bank of America and Credit Suisse, Citigroup, Goldman Sachs, Deutsche Bank and AIG.

INDIVIDUALS: A significant part of Po Sit’s practice is in the structured finance and derivatives field in which he has ‘comprehensive and relevant tax knowledge’. Samuel Dimon has a practice is biased towards financial products and derivatives and usefully in the current market, has advised in numerous major bankruptcies. Neil Barr, who was promoted to partner in 2008, is advising in the Citibank instruction. All partners practice from New York.

Within International firms: National,

Davis Polk & Wardwell

PRACTICE: Davis Polk & Wardwell’s US tax practice, ‘extremely good with wide knowledge and the ability to see the broad picture - not narrow experts’, is based in New York and works within a 10-office global network in which, with the exception of Paris, lawyers practice solely in US law. One third of its clients are based outside of the US, and almost half of corporate transactions have a cross-border element. Most members of the tax practice work on both domestic and cross-border matters. Even as the recession bites, the firm continues to attract a significant proportion of the M&A work in the market and any falling away in transactional work has been more than matched by instructions arising from bankruptcy, restructuring and, for instance, agency disputes.

In February 2009, tax practice attorneys were members of the team advising Polo Ralph Lauren on its agreement to resume direct control of its wholesale and retail distribution in Southeast Asia from the licensee; regional advice was provided from the Hong Kong office.

Despite the sluggish M&A market, deals are being done, and in March 2009, Davis Polk & Wardwell won one of the most valuable instructions around, advising Swiss pharmaceutical major Roche on its $46.8bn acquisition of 44% of the publicly-held interest in San Francisco-headquartered biotech leader Genentech; tax practice members in New York advised. Also in March 2009, New York tax attorneys advised Digicel, the Caribbean region wireless communications provider, in connection with an offering of $335m of senior notes and the associated purchase for $250m of a 40% minority interest in a sister company operating in Honduras and Panama.

CLIENTS: Clients include Citigroup, Corsair, Credit Suisse, Francisco Partners, Highbridge, Lindsay Goldberg, Old Lane, TPG-Axon, Welsh Carson, Comcast, ABN AMRO, Pepsi and Emerson, Deutsche Bank, Morgan Stanley, Industrial and Commercial Bank of China, and NXP.

INDIVIDUALS: All the named partners practice from New York. Michael Mollerus is heading the tax team on the Roche transaction and is ‘knowledgeable in the extreme - and always looking for solutions’. Harry Ballan, who has handled many complex cross-border transactions, has a strong private equity practice and a reputation for innovative thinking. Kathleen Ferrell leads in numerous complex instructions and ‘is very businesslike, she comes to the point, solves the problem and moves on’.