695 TOWN CENTER DRIVE, COSTA MESA, CA 92626, USA
What we say about the firm's legal practice in United States
Finance
Within Capital markets: equity offerings, Paul Hastings LLP is a third tier firm,
Paul, Hastings, Janofsky & Walker LLP is notably strong in equity offerings, and the team advises a host of issuer clients in IPOs and other transactions. The firm advised longstanding client ExamWorks Group in its IPO on the New York Stock Exchange. The team also advised entertainment company Six Flags in six tranches of debt and equity offerings as part of its $2.9bn chapter 11 reorganisation, and The Greenbrier Companies in a follow-on offering of common stock. The highly recommended Michael Zuppone heads up the securities team, and led in advising SJB Escrow Corporation in its $1.1bn Rule 144A pre-IPO offering of common stock. Zuppone also handled the advice provided to Sherborne Investors as US cross-border sponsor in connection with the £105m IPO and listing on AIM of Sherborne Investors (Guernsey) A Limited. On the manager side, William Schwitter advised Piper Jaffray, Jefferies & Company, William Blair & Company and Baird regarding retailer Body Central’s IPO. The ‘brilliant, practical, and extremely hardworking’ Jeffrey Hartlin in Palo Alto attracts particular prasie from clients. All individuals are based in New York unless mentioned otherwise.
Within Corporate restructuring, tier 5
Headed by the ‘excellent’ Luc Despins, Paul, Hastings, Janofsky & Walker LLP’s 32-partner team has the critical mass to handle a range of matters, irrespective of location, size or complexity. A balanced portfolio of creditors and debtors across all stages of the capital structure, ensures that the practice is able to offer ‘very insightful and nuanced advice’. Able to tap into the substantive expertise of lawyers in other practice areas including tax, corporate and litigation, the firm has a particular strength at handling real estate restructurings. For example, it is representing Fairfield Residential, one of the country’s largest multi-family real estate operating companies, on its $1bn restructuring. Other debtor-side mandates include its work on behalf of Vermillion, the developer of a new ovarian cancer test screen, in its Chapter 11 reorganization. Led by Richard Chesley, the firm developed a consensual plan of reorganization, raised in excess of $40m in new equity and ensured that the company emerged from Chapter 11 with unanimous creditor support. Benefiting from a vast international footprint which includes strong offerings in Europe and Asia, a sweet-spot for the practice lies in its ability to handle cross border mandates. Led by Paul Harner, the firm represented Six Flags, an international entertainment company with entertainment parks across the US, Canada and Mexico, in its $2.9bn Chapter 11 proceedings. Benefiting from strong bank ties, the firm is regularly engaged for the senior secured lender on the creditor side. In this capacity, the practice has recently acted for UBS in a number of restructurings, including as agent and lead lender on the restructuring of $450m of senior credit facilities in connection with New Vision Television’s restructuring. Other recommended members of the team include Leslie Plaskon, in particular for complex creditor-side negotiations, and the ‘excellent’ Kevin Fisher for real estate-related restructurings.
Within Financial services: regulatory, tier 4
Kick started just over three years ago when Gerard Comizio joined the firm from Thacher Proffitt, Paul, Hastings, Janofsky & Walker LLP’s ten-partner financial services regulatory team has quickly established itself as a significant player in the market. Active across a myriad of matters, from operations to M&A, lending to litigation, and formation to financing, the firm provides a broad-ranging service to a balanced client roster from all areas of the industry. Spearheaded by Comizio, the team has handled some of the largest private sector bank mergers in recent years. In 2010, it represented Harleysville National Corporation on its $302m sale to Niagara Financial. As well as advising clients on the implications of new legislation, such as Dodd-Frank, it also regularly plays a role in shaping the law. This lobbying ability recently manifested itself when, on behalf of PHH Corporation, a major US auto leasing company, the firm successfully persuaded the Federal Reserve to include auto leasing companies as qualifying entities for its TALF program. The firm’s expertise in the financial services space is rounded out by a payments system practice. Headed by Chris Daniel, the team handles the gamut of matters affecting financial institutions in this space, from product development to work involving investments into payments system companies. Utilising the firm’s wide international footprint, Daniel is currently working with Visa to develop and implement a worldwide money transfer program to enable any Visa cardholder to send money to another Visa cardholder wherever they may be located in the world. Other clients include Emigrant Bancorp, Home Savings of America and Oaktree Capital Management.
Industry focus
Within Healthcare and life sciences, Paul Hastings LLP is a second tier firm,
Paul, Hastings, Janofsky & Walker LLP’s three-partner practice represents health systems and medical centers in M&A and commercial negotiations. San Francisco-based Gayl Westendorf advised Sutter Health on creating a physician contracting network of more than 1,100 employees and acted for Catholic Healthcare West on creating an integrated hospital and physician healthcare system in Nevada. The group also advised Cedars-Sinai Medical Care Foundation and the Cedars-Sinai Heart Institute on their affiliation with business partners.
Intellectual property
Within Patent litigation: full coverage, tier 4
Paul, Hastings, Janofsky & Walker LLP has a strong reputation in the pharmaceuticals sector, with the New York-based team providing ‘a first-rate level of service’, as well as being ‘very responsive and communicative’. IP co-chair Joseph O’Malley represented Sepracor in its lawsuit against multiple defendants regarding sleep aid drug Lunesta, while as co-counsel he won at trial for Pfizer/Wyeth and Altana Pharma regarding their $2bn market value ulcer drug. O’Malley and Bruce Wexler, who ‘explains complex situations clearly to enable informed decision-making’, acted for Boehringer Ingelheim in a patent protection dispute which resulted in a decision at appellate level reversing the original decision that its patent was invalid. The group was joined in 2010 by Gerald Flattmann and of-counsel Melanie Rupert and Christine Willgoos from Kirkland & Ellis LLP, who bring life sciences expertise and clients such as Sanofi-Aventis and Galderma Laboratories to the team. Co-chair Jeffrey Randall has been leading the Palo Alto and Washington DC practices in hi-tech-related litigation, and has been advising companies such as Samsung in smart phone-related litigation. Robert Masters represents Konami Digital and Flexsys America.
Within Trademarks: litigation, tier 5
‘A go-to firm for trademark litigation’, Paul, Hastings, Janofsky & Walker LLP ‘provides practical advice that complements a client’s business needs’. The team is split across seven offices, mainly based in California, but also in Washington DC, New York and Atlanta. Robert Sherman leads the practice and is praised as being ‘a brilliant trial attorney and an expert in the field’ who offers ‘out-of-the-box thinking’. His extensive litigation experience includes representing leading global brands such as Nestlé Purina Pet Care, L’Oréal and Toni & Guy/TIGI Linea. Sherman led for FragranceNet.com as plaintiff in an internet keyword-related case, which stands out as one the first cases to cite the Second Circuit appeals ruling in Rescuecom v Google, which affirmed that the use of a competitor’s names as a keyword in an online search engine advertisement constituted a ‘use’ under the Lanham Act. In an illustration of the practice’s niche strength in acting to help protect well-known brands in fashion and cosmetics, including the likes of French Connection, Nine West and Jones New York, Sherman also advised the American Apparel and Footwear Association to help New York Senator Charles Schumer craft a bill for a new form of copyright protection for fashion designs. Additional highlights included advising L’Oréal in relation to a dispute between Polo Ralph Lauren (PRL) and USPA; L’Oréal, PRL’s exclusive licensee for fragrances, counterclaimed against USPA for trademark infringement, with the court prohibiting the defendant from using blue packaging.
Investment fund formation and management
Within Alternative/hedge funds, Paul Hastings LLP is a third tier firm,
Paul, Hastings, Janofsky & Walker LLP’s six-partner group focuses on high-end, innovative representations for a mix of start-up fund managers and deeply entrenched institutional sponsors and investors, and this approach saw it report a rise in new fund formations, product re-launches and M&A towards the end of 2010. The US hedge funds team is mainly concentrated on the West Coast, but the firm’s global capability is a particularly big draw, and the practice advises US and non-US private investment funds as well as sovereign wealth funds on investing in alternative funds. While it does not seek to compete in terms of sheer volume of work, the practice is excellent for bespoke funds. Demonstrating the cross-border, cross-practice capabilities the practice brings to bear, 2010 saw it advise Passport Capital on all aspects of its private fund manager business, as well as its role as an activist investor. This included the hostile ouster of the management of JSM Indochina, an AIM-listed company, in a public proxy contest. It also advised Trust Company of the West with respect to the structuring, funding and launch of a private fund that participated in the new US TALF loan program investing in asset-backed and mortgage-backed securities, which raised over $350m. Michael Rosella heads the investment management team from New York, while San Francisco-based Mitchell Nichter leads on hedge fund matters.
Within Mutual/registered funds, Paul Hastings LLP is a second tier firm,
Paul, Hastings, Janofsky & Walker LLP is ‘excellent for ’40 Act matters; better than many other firms in the mutual funds sector’. Its practice runs the gamut of investment management advice, acting as counsel to open-end and closed-end funds, fund advisers, independent directors, administrators and underwriters. Its expertise extends to fund mergers and reorganizations, as well as SEC inspection issues, and the group works closely with broker-dealers who sponsor and underwrite unit investment trusts. Consolidation was a continuing theme for 2010, with highlights including acting as counsel to Morgan Stanley’s unit investment trust on regulatory issues arising from the sale of its asset management business to Invesco. Following the sale, the practice was subsequently retained by Invesco to advise on a new strategy from a compliance and regulatory perspective. It also advised Brookfield Investment Management on multiple litigation matters related to its takeover of Morgan Keegan Asset Management’s open and closed-end funds, which were concentrated in the mortgage-backed securities sector and suffered significant losses as a result. The team’s work included advising the funds on the ramifications of the prior auditor’s withdrawal of its audited financial reports and opinions for the last four years based upon facts uncovered during a related SEC investigation. On the fund formation front, the practice acted for Reich & Tang Asset Management on the creation and registration of an institutional money-market fund to complement its existing retail money-market fund complex. Domenick Pugliese ‘delivers excellent service’, while investment management head Michael Rosella is also ‘very good’.
Within Real estate investment trusts (REITs), Paul Hastings LLP is a third tier firm,
Paul, Hastings, Janofsky & Walker LLP’s internationally renowned real estate, securities and capital markets capabilities all feed into its US REITs team, which clients rate for its ‘impressive, diligent approach’. Six partners focus on public and private offerings for its clients, serving as outside counsel to several REITs and real estate operating companies, as well as advising underwriters such as Barclays, Legg Mason and Prudential on IPO and follow-on offerings for public REITs. With REITs restructuring and consolidating their portfolios in 2010, the team advised Strategic Hotels & Resorts on two de-leveraging transactions involving a $333m marketed follow-on offering and a concurrent cash tender offer for all $180m of its outstanding 3.5% exchangeable senior notes due 2011. It also advised Centerline Holding Company on its restructuring, which involved the recapitalization of the outstanding equity interests in the company, the restructuring of almost all of its existing senior secured debt obligations and contingent and unsecured liabilities, and the sale of its real estate debt fund obligations. On the underwriter side, the group advised Barclays Capital on Winthrop Realty Trust’s $76m follow-on public offering. Real estate capital markets experts Michael Zuppone and Mark Schonberger are recommended.
Labor and employment
Within Labor and employment litigation, Paul Hastings LLP is a first tier firm,
The attorneys at Paul, Hastings, Janofsky & Walker LLP are ‘excellent; very knowledgeable pragmatic’, and ‘are highly intelligent, experienced, organized and dedicated to representing clients’ interests’. Recently, the firm prevented a conflagration for Cintas; a series of discrimination class actions challenged almost every conceivable personnel practice on behalf of minority and female applicants and employees at more than 400 facilities across America, potentially exposing the employer to more than a billion dollars in damages. In 2010, the team won summary judgment in the same case on the claims of the final remaining named plaintiff and entry of costs in favor of its client. The firm is also handling collective actions for Dollar Tree Stores, and won a critical victory for GSK in a putative nationwide collective action under the Fair Labor Standards Act filed in the US District Court for the District of Arizona. In another high-profile, case the firm is representing MXenergy in one of the first cases arising under the Genetic Information Nondiscrimination Act. Nancy Abell, global chair of the firm’s 180-lawyer employment law department ‘is a strategist’. ‘She is very bright and brings a graceful presence to proceedings, which is remarkable’. Highly regarded Barbara Brown is chair of the 25,000 member labor & employment law section of the American Bar Association. Heather Morgan focuses on nationwide discrimination class actions, and has particular expertise on employee privacy issues and complex electronic discovery requirements and processes, while Leslie Abbott has significant experience in wage and hour law. Elena Baca has successfully defended clients at trial and in arbitration forums against disability, age, national origin, race, retaliation, sexual harassment, and wage and hour claims, and Kirby Wilcox has defended dozens of equal employment opportunity and wage-and-hour class actions. Jeffrey Grube’s strengths are in disability accommodation, wage and hour class actions, independent contractor agreements, sales commission disputes, wrongful termination, and equal employment opportunity litigation. Also highly recommended are Stephen Berry in Orange County, and trade secrets expert Bradford Newman in Palo Alto.
Within Workplace and employment counseling, Paul Hastings LLP is a first tier firm,
Paul, Hastings, Janofsky & Walker LLP has an impressive and growing workplace and employment practice. In January 2010, the firm’s Chicago office was boosted by the arrival of Michael Sheehan, Rachel Cowen and Kevin Connelly from Drinker Biddle & Reath LLP. In March 2010, Marc Bernstein joined the New York office from AIG. Recently, the firm successfully represented a national telecommunications company, when it resisted a challenge to its pre-employment testing program by the Office of Federal Contract Compliance Programs, and assisted a Fortune 500 company with the resolution of a significant tax liability through the self-accusation process in Germany. It also advised on executive pay and loyalty programs for two Fortune 500 companies. The firm led the design and implementation of a comprehensive strategy by which each company amended its executive compensation plans in order to impose a multi-level mechanism for enforcing “loyalty covenants” in the form of non-competition and other business protection commitments. The firm is also handling employment issues for a commodities futures trading company based in London and New York. The work initially focused on advice regarding the continued employment of high-level executives responsible for transactions and operations under investigation by US federal regulatory agencies. As the federal investigation proceeded, the scope of alleged regulatory infractions expanded, resulting in the threat of formal charges and tens of millions of dollars in potential penalties. The firm’s scope of representation expanded to include not only employment issues arising from the original inquiry, but a forensic review of operations, responses to, and negotiations with the Commodities Futures Trading Commission and other regulatory entities regarding alleged securities law violations. Other representative clients include American International Group, Bank of America, Dollar Tree, General Electric Company, GlaxoSmithKline, The Goldman Sachs Group, Microsoft Corporation, Target Corporation, UBS and Zynga. The ‘top-notch’ Nancy Abell is ‘very bright and has sound judgment’. Mark Poerio, Kirby Wilcox and Al Latham are also highly recommended. Jon Geier represents the nation’s five leading investment banks, as well as many Fortune 500 contractors in the pharmaceutical, accounting, insurance, commercial banking, and heavy manufacturing industries, on issues related to the Executive Order 11246 compliance.
Litigation
Within International arbitration, Paul Hastings LLP is a third tier firm,
Providing clients with ‘insightful opinion and advice’ Paul, Hastings, Janofsky & Walker LLP international arbitration practice covers investment treaty (both bilateral and multilateral) arbitrations, political risk insurance matters, commercial disputes as well as enforcement of arbitral agreements and awards. The firm currently represents the Republic of the Philippines in a dispute arising out of a 1997 Build-Lease-Transfer Agreement between Metro Rail Transit Corporation and the Philippines. The arbitration concerns the building, leasing, operation, and transfer of a light rail system in the greater Manila area. Each side alleges failures by the other under the agreement, the amount in dispute exceeds $2.5bn. Proceedings were initiated in 2008 under the UNCITRAL arbitration rules and a tribunal has been constituted. On the insurance front, the firm is acting for a major international insurer in connection with a subrogated $500m claim against a South American sovereign pursuant to a bilateral investment treaty. The arbitration is proceeding before ICSID. Christopher Dugan heads up the group and is recommended; Joseph Profaizer is also a name to note.
Within Securities: shareholder litigation, tier 5
Paul, Hastings, Janofsky & Walker LLP’s ‘outstanding’ securities litigation team is praised for its ‘extremely knowledgeable, business-savvy and customer focused’ attorneys, who can be reached ‘any time of day or night’. Headed by the Los Angeles-based litigation chair William Sullivan, the team also has a strong presence on the East Coast. Recent highlights include representing UBS on a range of matters, including the defence of seven securities actions concerning $4.9bn-worth RMBS transactions, as well as cases concerning auction rate securities arising out of the global credit crisis. In other matters, the firm is representing former executives of Countrywide Financial Corporation, including the former CFO against a federal securities class action. The firm also defended Marvel Entertainment and its board of directors against several shareholder class actions relating to its acquisition by The Walt Disney Company.
Within Supreme Court and appellate, Paul Hastings LLP is a third tier firm,
Paul, Hastings, Janofsky & Walker LLP is preeminent in employment law appeals, where practice co-chair Paul Cane has an excellent reputation. One of the practice’s biggest highlights was Sprint v Mendelsohn before the US Supreme Court, in which Cane achieved a unanimous victory for Sprint Nextel in an age discrimination case. In California, the firm acted for a subsidiary of Sun Microsystems to overturn a $12.9m verdict in a wrongful termination case, where the plaintiff was ultimately ordered to pay $110,000 in fees and costs. Cane’s fellow co-chair Stephen Kinnaird has a more general commercial disputes practice and is also extremely well regarded. He appeared before the US Supreme Court in a pro bono case arguing on behalf of Jose Padilla, a Honduran national resident in the US for 40 years, who was being subjected to mandatory deportation after pleading guilty to state drug offences on the erroneous advice of his attorney. The US Supreme Court ruled that a criminal defendant has a Sixth Amendment right to competent advice about the deportation consequences of a guilty plea, which would entitle Padilla to withdraw his guilty plea.
Within Trade secrets, Paul Hastings LLP is a first tier firm,
Clients and peers consider Paul, Hastings, Janofsky & Walker LLP’s team to give ‘advice that is creative, timely and always helpful’. The dedicated trade secrets group is spearheaded by IP litigation specialist Victoria Cundiff – ‘a leading expert in the field’ – focusing on trade secrets and non-compete agreements – and Silicon Valley employment law department chair Bradford Newman. The team advises clients in the high-tech, financial services and green technology sectors such as Microsoft, Yahoo! and UBS on trade secret appropriation cases frequently originating through employee movement. Recent highlights have included settlement of a $150m case brought by Zynga Game Network against Playdom relating to appropriation of a cutting edge social gaming mechanism; and defending Yahoo! against Indian internet company Sify in a $50m case involving novel concepts around cross-border trade secrets and e-discovery. Strategic protection of key business assets is another strength, enabling leading clients in the financial services, heavy industry and technology sectors to avoid loss of vital revenue-generating information such as algorithmic trading strategies. ‘Definitely a level above other firms’, says one client.
Media, technology and telecoms
Within Technology: outsourcing, tier 4
Paul, Hastings, Janofsky & Walker LLP strategic outsourcing practice is supported by the firm’s corporate and IP strength and advises on all aspects of large-scale BPO and ITO transactions, ASP arrangements, systems integration and voice and data network procurements. David Klein in New York represents customers and providers, recently acting for Amgen in an $800m transaction whereby it outsourced its global information services infrastructure to IBM. He assists clients with insourcing and terminating existing outsourcing agreements, notably representing JPMorgan Chase in the highly complex termination of a check processing outsourcing agreement between Washington Mutual (WaMu) and Unisys. Other work includes representing represented a major teaching hospital in outsourcing all major hospital IT systems to Siemens.
Within Technology: transactions, tier 4
Paul, Hastings, Janofsky & Walker LLP’s David Klein in New York handles IP-related technology transactions with an international focus, notably assisting Kaydon Corporation with a Chinese joint venture for the manufacture of wind turbine bearings. He represented Citco Group in technology agreements and global trademark filings. The group has particular expertise in the pharmaceutical and sector with Matthew Berger and his team in Palo Alto representing Korean Dong-A Pharmaceutical Co in its strategic alliance with GlaxoSmithKline. Jane Song in San Diego assisted the John Wayne Cancer Institute with its research grant and license with Abraxis Bioscience. A prestigious client list includes The Dow Chemical Company.
Within Telecoms and broadcast: regulatory, Paul Hastings LLP is a third tier firm,
Paul, Hastings, Janofsky & Walker LLP advises on the regulatory aspects of complex transactions as well as stand-alone regulatory matters. Its ‘knowledgeable and responsive’ integrated telecoms practice benefits from the firm’s transactional and corporate strength and broad national and international footprint. In Washington DC, Carl Northrop advises wireless companies on federal regulatory issues, licensing work, regulatory policy issues (at the FCC and on Capitol Hill) and communications-related litigation. Telecom regulatory work for longstanding client MetroPCS, the fifth largest facilities-based provider of broadband personal communications services in the US, included FCC regulatory and policy advice on net neutrality, broadband reclassification, data roaming and spectrum allocations. The group also handles the extensive regulatory sections of the company’s SEC reports and regulatory aspects of financing transactions, including a $750m notes offering completed in September 2010, and the purchase and sale of wireless spectrum and telecommunications assets. Tara Giunta specializes in international telecoms and satellite-related work, notably acting as counsel of record in Telx’s IPO, assisting with the preparation of regulatory risk factors in connection with the IPO and a prior debt financing transaction. She advised on complex and nuanced area of dark fiber and the regulatory intersection of telecommunications and information services and on the complex regulatory implications of potential new service offerings. Stephen Kinnaird is commended for his telecom appellate work. Other key clients include Revol Wireless, Syniverse HBK and foreign governments and institutions.
Within Telecoms and broadcast: transactional, Paul Hastings LLP is a third tier firm,
Carl Northrop and his team at Paul, Hastings, Janofsky & Walker LLP bring their regulatory expertise to bear on a broad cross-section of transactions involving wireless spectrum and telecommunications assets for FCC licensed companies, notably handling the regulatory aspects of financing transactions for clients including Triad Communications and MetroPCS Communications, including a $750m notes offering and the purchase and sale of wireless spectrum and telecommunications assets. The group advised Revol Wireless on its acquisition of Advanced Wireless Services spectrum and on its pending acquisition of a controlling interest in CSM. Tara Giunta and her team advise on structuring transactions to ensure that they meet the appropriate FCC and state requirements. As counsel of record in Telx’s IPO, the firm assisted with the preparation of regulatory risk factors in connection with the IPO and a prior debt financing transaction; advice covered the complex and nuanced area of dark fiber and the regulatory intersection of telecommunications and information services.
Mergers, acquisitions and buyouts
Within Antitrust, tier 7
Paul, Hastings, Janofsky & Walker LLP is steadily growing its antitrust and competition practice, which is now staffed by 16 partners across three continents. The hub of the practice is Washington DC, where global competition group head Michael Cohen, cartel specialist Kirby Behre and class action defense expert Ham Loeb are based. Cohen – who is ‘responsive’, ‘efficient’, ‘a true expert in antitrust for consumer products companies’ and ‘an experienced litigator’ – defended the Twin America merger of the Gray Line and CitySight New York transportation tour bus services. This involved a state investigation, a US Surface Transportation Board Review and class actions contending an unlawful monopoly. Behre leads a global team of lawyers defending UTi Worldwide, a freight forwarder and global logistics company involved in a long-running investigation across five continents regarding allegations of collusion to raise prices. Loeb is representing Dow Chemical in multi-district litigation alleging a price-fixing conspiracy and seeking more than $1bn in recovery. The group also handles a substantial number of international transactions, including UPL’s acquisition of DuPont’s Manzate business, which required one of the first-ever filings under Columbia’s new merger regulation statute as well as filings in Asia, the EU and Latin America. Criminal defense specialist Larry Barcella, who had represented several executives of a large foreign airline in the DOJ’s investigation into the air cargo industry, sadly passed away in December 2010.
Within M&A: middle-market ($500m-999m), Paul Hastings LLP is a first tier firm,
Paul, Hastings, Janofsky & Walker LLP’s ‘client service is outstanding. It has the ability to handle the complexity of a deal and drive towards a closing. Unlike many firms, it does not fall into the trap of actually getting in the way of a transaction. I rely on it to perform great work and it does not disappoint’. The global M&A practice group consists of approximately 28 corporate partners and over 75 associates and other professionals located in 18 offices throughout the world. In 2010, the firm welcomed Thaddeus Malik and Jill Sheiman to the Chicago M&A group. Malik joined from Jenner & Block LLP, where he served as co-chair of the firm’s M&A practice and as a member of the management committee. Also from Jenner & Block LLP, of counsel Sheiman represents public and private companies in connection with M&A, divestitures, joint ventures, and other complex business transactions. Recent highlight deals included advising on all aspects of Marvel Entertainment’s acquisition by The Walt Disney Company. The transaction, valued at $4bn, was structured as a cash and stock, tax-free double merger. The team also advised Accelrys, a scientific informatics software and services company, in its acquisition of Symyx Technologies in a merger-of-equals valued at $350m. The firm also represented Jacobs Engineering Group in a range of key transactions, including the $220m acquisition of Tybrin Corporation and the $50m acquisition of Jordan, James & Goulding. Citigroup was assisted in the sale of Citigroup’s global real estate fund management platform, including conducting an auction, selecting a preferred bidder and negotiating and documenting the transaction. San Diego-based Carl Sanchez heads the M&A team. The Atlanta corporate practice is also praised for being ‘extraordinarily responsive and with a good breadth of experience’. Reinaldo Pascual and his team are ‘as professional as they come. Pascual is one of the most astute businessmen I have ever had the pleasure to work with. We would not be able to do what we do without them’. Frank Layson and Erik Belenky are also rated. ‘Belenky is a go-to guy for transactions requiring a skilled and careful hand’. Elizabeth Noe is ‘a world-class lawyer. She responds immediately to all requests, and she is a pleasure to work with’.
Within Private equity buyouts, tier 5
Paul, Hastings, Janofsky & Walker LLP has a lengthy history in the private equity industry, most notably on the West Coast. With a focus principally on the middle to upper-middle-market, it has represented some of the most prestigious private equity houses around. In recent years, the firm has advised many of these in connection with their investments in Chinese real estate. Healthcare, technology, telecoms, defence and aerospace are other key industries. In December 2009, the firm represented Apax Partners on its sale of Spectrum Laboratories to Welsh, Carson, Anderson & Stowe after a competitive auction process. At the end of 2009, the firm also represented Madison Capital Partners on its acquisition of Filtran from SPX Corporation. In 2010, the firm significantly enhanced its Chicago and national private equity practice with the hire of eight senior lawyers from Greenberg Traurig LLP and Katten Muchin Rosenman LLP, including Paul Quinn, the former head of Greenberg Traurig LLP’s Chicago corporate practice. Los Angeles-based Robert Miller and Orange County’s William Simpson are the firm’s key names on the West Coast.
Real estate and construction
Within Land use/zoning , Paul Hastings LLP is a third tier firm,
The ‘very knowledgeable’ land use team at Paul, Hastings, Janofsky & Walker LLP is primarily based out of its Los Angeles office, which includes three partners working on projects across California. The firm recently handled environmental impact issues and complex entitlements for Korean Air Lines on its redevelopment of the 900-room Wilshire Grand Hotel in Los Angeles; this $1bn proposal, to build a complex mixed-use development that will revamp downtown Los Angeles, was unanimously approved.
Within Real estate, Paul Hastings LLP is a first tier firm,
Paul, Hastings, Janofsky & Walker LLP’s ‘outstanding’ 30-partner team provides an ‘insightful, diligent and creative service’. This ‘very strong team’ has ‘deep industry knowledge’, is ‘very experienced and very thorough’, and is ‘second to none in real estate’. It has offices in many major metropolitan areas across the US including New York and Washington DC, as well as California, Georgia and Illinois. The ‘fantastic’ Philip Feder chairs the real estate group, and is supported by vice chairs Robert Wertheimer (‘judgment, creativity and ability to negotiate effectively’), Daniel Perlman (‘great’) and Rick Kirkbride. Feder led representation of Oaktree Capital on its acquisition – with co-investors Toll Brothers and Milestone Merchant Partners – of a $1.7bn portfolio of 200 loans and 80 properties, located across California and 17 other states, from the Federal Deposit Insurance Corporation (FDIC). Feder also led a seven-strong team that advised TPG Capital on purchasing from ProLogis the Catellus name and a property portfolio for $505m. Kirkbride is representing Deutsche Bank in negotiating and concluding a management agreement for a $4bn mixed-use project known as The Cosmopolitan in Las Vegas, and acting for SBE Entertainment on restructuring $250m of debt and equity secured on the Sahara Hotel in Las Vegas. Feder, Kirkbride and the highly regarded Martin Edelman are representing Dubai World on several deals, including financing and restructuring of the City Center development in Las Vegas. The team also represented Istithmar, a Dubai World entity, on the purchase and associated restructuring of the W Hotel in New York City. Atlanta-based Ted Smith prepared complex foreclosure agreements on 1,000 properties for Bank of America and 800 properties for Wells Fargo. Charles Sharbaugh has ‘great leadership skills’, ‘always put the client first’ and is a ‘good finance lawyer’; he recently represented Wells Fargo on the workout of a cross-border transaction. Perlman represented ST Residential on several matters relating to its ownership of a $4.5bn portfolio of distressed loans and real estate owned (REO) properties. Bradley Ritter and Gregory Spitzer both ‘truly understand the needs of the client and the importance of providing an insightful and responsive service in order to achieve clients’ business objectives’; they represented Google in renegotiating a lease for a data site facility. Other recommended lawyers include the ‘very strong, smart and quick’ Bruce DePaola; the ‘great technical lawyer’ Robert Keane; and the ‘excellent transactional lawyer’ Peter Olsen.
Tax
Within Domestic tax: East Coast, tier 4
Paul, Hastings, Janofsky & Walker LLP’s East Coast tax group provides ‘broad and deep knowledge with timely and quality advice which allows for quick and accurate decision making’ and is represented New York and Atlanta, though, following defections, no longer in Washington DC. The entrepreneurial practice works with other departments on corporate, real estate and financial transactions and has also established an excellent reputation for bespoke tax planning. New York clients ‘could not be happier with Andrew Short ’s intellect and responsiveness’, and in Atlanta, Phil Marzetti, a leading specialist in low-income housing credit, ‘understands the business side of a deal and provides comprehensive tax analysis’. Joseph Opich from the New York office engineered the tax aspects of the restructuring of the entire equity capitalization of the Centerline publicly-traded partnership. Practice clients include Brookfield Asset Management, KPMG, Sentinel Real Estate Fund and Michigan Motion Picture Studios.
Within Domestic tax: West Coast, Paul Hastings LLP is a second tier firm,
Paul, Hastings, Janofsky & Walker LLP’s West Coast tax practice group, chaired by Douglas Schaaf in Orange County, provides expertise in federal and state taxes to regional business sectors as well as having considerable international tax capacity. The practice group attracts a high proportion of direct instructions, including referrals from the Big 4 accountancy firms, as well as providing the tax expertise for the multidisciplinary teams handling major transactions. Los Angeles-based Alexander Lee provided the tax advice when Jacobs Engineering Group acquired the process and construction business of Oslo-listed Aker Solutions for $900m in February 2011. Nancy Iredale acted for Loyola University Health System in a significant case concerning the repayment of FICA payroll tax in respect of medical residents. In Palo Alto, Thomas Wisialowski specializes in investment fund taxation, and also has a REITs practice. Practice clients include Dole Food, Citigroup and Micromuse.
Within International, tier 4
Paul, Hastings, Janofsky & Walker LLP is recommended for ‘heavy duty international tax advisory work’. The firm is particularly well-connected in the financial sector and attracts a steady flow of transactional instructions with European and Asian components. In recent instructions, Orange County-based Douglas Schaaf advised China’s Sino Ocean Land Holdings on the US tax aspects of a $900m Singapore-listed convertible debt offering, and Michael Haun worked with Joseph Kim in the firm’s Tokyo office to advise Korea East-West Power (EWP) in its acquisition of Marubeni Sustainable Energy, a leading US integrated energy company. Alexander Lee, who divides his time between Los Angeles and San Diego, is strongly followed for his work in Asian markets. The Washington DC office lost Rob Culbertson and Kurt Baca to Covington & Burling LLP. New York’s Andrew Short is more commonly found on international work with a European element; he recently provided tax advice on matters including the US-Ireland double tax treaty to two funds, Avolon Aerospace Leasing and Deucalion MC Engine Leasing, for a combined capital rise in excess of $1bn. The firm’s international tax clients include Citigroup Global Markets Asia, Deutsche Bank, Paladin Capital and Threadneedle.