The Legal 500

Proskauer Rose LLP

1001 PENNSYLVANIA AVENUE, NW SUITE 400 SOUTH, WASHINGTON DC 20004-2533, USA

What we say about the firm's legal practice in United States

Finance

Within Bank lending (including other sources of financing), tier 5

Proskauer Rose LLP has a ‘sophisticated’ practice and a ‘deep understanding of the market’, covering both lender and sponsor transactions with a slant towards the latter, and has a very active leveraged finance team based in New York and Boston. Recommended joint practice head Vincenzo Paparo, in New York, acted with Jeffrey Levitan for a syndicate of lenders, headed by Credit Agricole Corporate and Investment Bank, on the complex $700m restructuring of multiple debt facilities for San Antonio Oil & Gas Services. The firm has a strong niche in sports finance matters, and recently represented JPMorgan Chase, Citibank and Bank of America as co-lead arrangers on a $450 secured credit facility used by Tom Ricketts and family to buy the Chicago Cubs and Wrigley Field. In Boston, joint practice head Steven Ellis and Stephen Boyko are ‘great “deal guys”’ and provide ‘invaluable’ advice.

Within Capital markets: debt offerings, Proskauer Rose LLP is a third tier firm,

Delivering an ‘excellent service’, Proskauer Rose LLP can call on the strength of a ‘deep team of professionals across all practices’ to provide advice on investment-grade debt offerings through to high-yield transactions. The team assists both manager and issuer clients, and is noted for its breadth of experience in the area. Co-head of the securities practice Frank Lopez is singled out for his ‘knowledge and service’, and is also praised for his ability to ‘identify solutions to complex situations’. Working alongside Lopez, Julie Allen is also highly rated. Recent issuer highlights for the team include advising Stream Global Services in a $200m Rule 144A senior secured notes offering, and assisting Celgene Corporation with an offering of three tranches of unsecured senior notes for an aggregate amount of $1.25bn. On the underwriter side, the firm’s high-profile client roster includes Jefferies & Company, Bank of America Merrill Lynch, Goldman Sachs and Barclays Capital.

Within Capital markets: equity offerings, Proskauer Rose LLP is a third tier firm,

The ‘excellent’ team at Proskauer Rose LLP is ‘very responsive’ and offers ‘tremendous value on any deal’. The predominantly New York-based team advises a host of major corporates, in addition to global investment banks, in equity offerings. On the manager side, the highly recommended Stuart Bressman advised Barclays Capital as sole bookrunning manager in connection with a $71.5m public offering of common stock by Halozyme Therapeutics. Bressman also advised Lazard Capital Markets and Lazard Frères & Co in 15 equity transactions in 2010, including registered direct common stock offerings by XOMA, FuelCell Energy, Capstone Turbine and MAP Pharmaceuticals. The ‘very good’ Julie Allen, who leads the practice together with the ‘commercial, responsive and experienced’ Frank Lopez, is singled out for her work for issuers. Allen advised Maidenform Brands on a confidentially marketed stock offering of $65m, and also assisted Sabre Industries in its IPO, listed on the NASDAQ Global Select Market. The firm also handled the IPOs of General Nutrition Centres and Reunion Hospitality Trust in 2010, raising $350m and $300m respectively. Los Angeles-based Monica Shilling has ‘unmatched knowledge across the industry’, and recently represented Ares Capital Corporation in a $293m offering of common stock. Clients rate the ‘outstanding service levels, immediate response times and willingness to provide an “off the record” perspective’.

Within Capital markets: global offerings, tier 4

With a focus on equity and high-yield debt work, Proskauer Rose LLP’s international coverage includes the European, Asian, and Latin American markets, with a recent focus on the latter through the firm’s office in São Paulo. Active in equity offerings, New York-based Julie Allen represented Sabre Industries in its IPO on the NASDAQ Global Select Market. Carlos Martinez, based between the firm’s New York and São Paulo offices, is a key individual in the arena, and is noted for his expertise in Latin America and in cross-border debt and equity transactions.

Within Capital markets: high-yield debt offerings, Proskauer Rose LLP is a third tier firm,

Proskauer Rose LLP’s high-yield debt group advises issuers and managers, and has a strong reputation for work on the manager side. Frank Lopez and Julie Allen lead the practice, which is noted for its ‘unique combination of expertise and responsiveness’ and its ‘focus on problem solving’. In January 2010 Allen assisted Icahn Enterprises and Icahn Enterprises Finance in a $2bn high-yield bond offering, while in April 2010, Lopez represented the Overseas Shipholding Group in a $300m high-yield public bond offering. On the manager side, Jefferies & Company is a major client for the firm, and the team regularly assists the bank in Rule 144A offerings, totalling $1.5bn in 2010. Stuart Bressman has ‘deep experience’, and Monica Shilling is highly rated for her ‘ability to get deals done’. Justin Breen, a former associate at Cahill Gordon & Reindel joined the team as a partner in December 2010, bringing substantial high-yield experience.

Industry focus

Within Healthcare and life sciences, Proskauer Rose LLP is a second tier firm,

Proskauer Rose LLP’s healthcare team is ‘strong, knowledgeable and dependable’, and its lawyers give ‘good, reasoned advice’. In part, this is because the firm represents certain state Medicaid agencies alongside its private-sector clients, which include hospital systems, health plans, investment firms and medical facilities. Recent matters include advising Sumner Regional Health Systems on its Chapter 11 filing and the $145m sale of LifePoint Hospitals Inc, and representing William J Clinton Foundation in spinning off its healthcare access programs. Other clients include Beth Israel Medical Center, Senior Health Partners Inc and Alabama Medicaid Agency. The firm is primarily recommended for its transactional and regulatory advice, but also handles some litigation, particularly on False Claims Act cases. New York-based Edward Kornreich is ‘outstanding on compliance and physician employment issues’, demonstrates ‘depth of knowledge and ability to bring creative solutions to complex issues’, and is, according to one client, ‘the consummate lawyer’s lawyer – I wish there were four Ed Kornreichs’. Malcolm Harkins is ‘very effective’, and New York-based practice chair Richard Zall is a ‘go-to person for healthcare matters. He provides thoughtful comments and commonsense legal advice’. ‘Responsive, thoughtful’ senior counsel Elizabeth Mills in Chicago is ‘an outstanding attorney’, who joined from McDermott Will & Emery LLP in 2009.

Within Insurance: advice to policyholders, Proskauer Rose LLP is a second tier firm,

Operating out of a number of offices across the US including Chicago, Los Angeles, New Orleans, Boston and New York, Proskauer Rose LLP’s coverage team handles matters ranging from D&O and E&O liability to environmental, mass tort and product liability. The firm also represents policyholder captives and risk retention groups on the reinsurance side. The ‘excellent’ insurance recovery group, spearheaded by Nancy Sher Cohen and Steven Gilford, has a long history of representing clients in the chemical industry, and is acting for Flexible Products in connection with it recovery of defense and settlement costs of 1,700 bodily injury claims arising from exposure to Flexible’s isocyanate products in coal mines. New York-based Seth Schafler plays a pivotal role in the firm’s ongoing representation of JPMorgan Chase, as successor to both Bear Stearns and Bank One. Paul Langer has led the ongoing representation of Cargill, in matters including coverage litigation relating to property damage and bodily injury claims allegedly arising from the client’s poultry operations, and concerning the extent to which a single insurer is liable to defend a policyholder when other insurers may share the duty. The ‘thorough’ and ‘measured’ Marc Rosenthal is praised by clients. John Failla is recommended, particularly on life insurance matters.

Intellectual property

Within Trademarks: litigation, tier 5

Proskauer Rose LLP’s Brendan O’Rourke and Lawrence Weinstein co-chair the firm’s false advertising and trademark group, which has recently acted on some high-profile litigation regarding well-known competitor brands. The team includes ten partners, mainly based in New York, and the practice focuses on representing global consumer product companies and start-ups as well as individuals and corporations from the entertainment field. Fortune 500 energy company PPL Corporation, Mount Sinai Medical Center, a major casino operator and a sports governing body can be counted among clients recently represented in disputes. Highlights included successfully settling for Major League Baseball Properties (MLBP) as plaintiff in a lawsuit against The Upper Deck Company involving trademark infringement, unfair competition under the Lanham Act, and breach of contract allegations in relation to former licensing terms and the sale of unauthorized trading cards; the settlement included the defendant paying over $2.4m in past debts and being permanently enjoined from using any MLBP IP rights. The firm is also representing Colgate-Palmolive as defendant in a case brought by fellow leading toothpaste maker GSK, which alleges trademark and trade dress infringement regarding the ‘triple action’ formula and well-recognised ‘nurdle’ of toothpaste blob image used on the packaging of both parties’ products.

Investment fund formation and management

Within Alternative/hedge funds, Proskauer Rose LLP is a third tier firm,

Proskauer Rose LLPprovides an excellent level of service in this area, which sets it apart from other mid-sized hedge fund firms’, with investor-side and VC capabilities particular standouts. While the team is small, its three partners and five associates collectively draw praise for their ‘efficiency, responsiveness and extremely solid knowledge base – they are conservative in their approach, but will generally give you the lay of the land and all relevant options’. While its strengths on the investor side are widely reported, it also has a considerable and growing reputation for sponsor-side representations for clients such as Apex Capital Management, Alpine Associates, Atlantic Investment Management, Bay Harbour Management and Helios Advisers. 2010 saw a shift to more prototypical hedge fund work as well as an emphasis on new hybrid structures. Highlights included advising Castle Hill Asset Management, a new asset manager, on its spin-off from Axial Investment Management and the formation of two new funds. It also advised hedge fund manager Spectrum Management Group, a longstanding client, on the creation of new onshore and offshore hedge funds for a single large institutional investor. Chris Wells heads the practice and is ‘top-notch on all fund-related matters and structuring’, while ‘rising star’ Amanda Nussbaum ‘is the go-to person on the tax side’.

Within Private equity funds, Proskauer Rose LLP is a second tier firm,

Proskauer Rose LLP’s investment management practice is a key figure in the private equity space, with a broad range of instructions encompassing mid-market buyout, mezzanine financing and venture capital funds, with a particular niche strength in the secondaries market. ‘All aspects of the service are excellent – constituting very business-focused and pragmatic advice, with solid and up-to-date awareness of the industry,’ with a number of clients commenting that ‘the team is the best we have ever dealt with’. Although it is renowned for LP representations – acting for over 100 institutional investors including Abbott Capital Management, LGT Capital Partners and JPMorgan – it is from the GP side that the majority of work emanates. Recent highlights include advising Newbury Partners on closing its second fund with $1bn in total commitments, and Resource Capital Funds on raising $1bn for its fifth fund, with the aim of investing globally in hard rock mineral commodities and mining projects across the US and Australia. In a reflection of its prowess in the secondaries market, the team also acted for Lexington Partners on the $1bn purchase of secondary assets and transfer of the investment management business of Citigroup Private Equity, which was one of the largest secondary transactions to date. While the team is ‘extremely knowledgeable on all fronts’, special praise is reserved for Robin Painter, Scott Jones, Howard Beber, Boston-based David Tegeler and Malcolm Nicholls, who are all ‘very high quality’. Sean Hill is ‘exceptional on the secondary transaction side’.

Labor and employment

Within ERISA litigation , Proskauer Rose LLP is a first tier firm,

Responsible, responsive and easy to deal with’, Proskauer Rose LLP provides an ‘excellent, knowledgeable service with depth and a wealth of experience in this area’. The 20-strong, dedicated ERISA litigation team has ‘very broad and deep expertise on the legal issues and developments in the area as well as historical and current knowledge of pension plan issues and practices. This really allows it to connect the dots quickly and gives strategic benefits over less experienced plaintiffs’ class counsel. The firm has seen its fair share of Fortune 500 companies requiring defense in bet-the-company employee benefits lawsuits. Recent cases that the firm took on where the sums at stake were on or around $1bn include Allen v Honeywell and Raetsch v Lucent. The firm has also recently represented clients in two significant stock-drop cases – Gearren v The McGraw-Hill Companies, Inc and Allen v Wachovia Corporation – which arose from the recent economic turmoil, and successfully obtained dismissal of all claims in two different Circuits. In another case, the firm represented Foot Locker Inc and the Foot Locker Inc Retirement Plan in a putative class action lawsuit relating to the conversion of the Foot Locker Inc Retirement Plan to a cash balance formula; it also assisted Citigroup in the defense of a putative cash balance class action lawsuit alleging a series of cutting-edge claims that challenged the validity and operation of the Citigroup Cash Balance Plan, including claims of age discrimination and violation of ERISA’s minimum accrual and notice rules. Howard Shapiro is ‘the kind of guy you want to listen to – he is creative, aggressive, and above all knowledgeable.His dynamism fills the room, and he always knows the answer. Meanwhile, Myron Rumeld is ‘a superb practitioner. Very smart, very practical. A real problem solver.He does not allow emotions to interfere with sound decision-making and is a good buffer between client defendant and plaintiff. He tends to want to explore settlement options if feasible and reasonable and is persistent in digging to get to essential facts. Amy Covert is also recommended.

Within Immigration, Proskauer Rose LLP is a second tier firm,

Although Proskauer Rose LLP’s corporate immigration team is very small, with only one partner and two senior/special counsel, the quality of the work the firm undertakes makes it a serious player in this market. The service provided is ‘excellent – responsive, effective, efficient, honest, direct, accurate and successful’. Representative work included advising QCE – LLC, a fast food franchise which is the second largest submarine sandwich shop in North America, in connection with ongoing senior staff transfers and hires, particularly cross-border between Canada and the US. It is also currently assisting the executives and non-resident professional employees of HSBC Bank and other related entities throughout the US, in immigration and nationality law. The firm represents clients from a broad range of sectors – from financial services to hospitals, fashion and retail to pharmaceuticals and media to museums and galleries. Key clients include Polo Ralph Lauren, The Frick Collection, Calyon, UBS and The New York Times. Head of practice David Grunblatt has specialist knowledge of the I-9 and E-Verify programs, as well as other recordkeeping and compliance programs necessitated under Immigration and Nationality Law and complex immigration issues resulting from mergers, acquisitions and other corporate changes. He is the attorney of record for the US Chamber of Commerce E-Verify litigation team. ‘ David Grunblatt is constantly concerned with the best interest of our company and expends a tremendous amount of effort to achieve success. He is able to foresee obstacles that may arise, weigh the alternatives and recommend the course of action that will help us achieve our goals’. ‘We are constantly awed by his immigration knowledge and ingenious solutions to complicated situations’. ‘His wealth of knowledge and wise disposition is a true asset to our company’. Special immigration counsel Avram Morrell is also recommended.

Within Labor and employment litigation, Proskauer Rose LLP is a first tier firm,

At Proskauer Rose LLP, ‘the level of service provided is second to none. Response times are immediate, industry knowledge is keen and advice is appropriate’. The firm continues to shape the law at local, state and national levels. Hot on the heels of the firm’s success in 14 Penn Plaza v Pyett, it handled Hoffman v Parade Publications, et al, which was decided in July 2010 by the New York State Court of Appeals in favor of its client. The firm has also taken on numerous class actions. In Edwards vs PCF, the firm secured the denial of class certification to a group of current and former newspaper deliverers, who accused PCF of classifying them as independent workers and requiring them to sign independent contractor agreements, despite the fact that they were allegedly treated like company employees. The firm is also representing the Royal Bank of Scotland in multiple lawsuits, including three putative class actions filed under the Fair Labor Standards Act and various state laws, alleging that bank branch employees were not paid overtime when they worked more than 40 hours a week. Co-chair of the practice Paul Salvatore is ‘knowledgeable, accessible, and reasonable. We are able to reach out to him for expert advice at any time and he handles it as if we are his sole client. He provides a superb service’. His fellow co-chair Elise Bloom is ‘great in the courtroom and is very knowledgeable. She is also very good at giving solid, practical advice on what approaches should be taken in litigation, and why. She makes a budget and lives by it, and knows how to keep costs in check’. Meanwhile ‘top-flight lawyer’ Bettina Plevan ‘is an icon’, and Howard Ganz is ‘responsive and smart’. Joseph Baumgarten ‘understands our business needs and gives practical legal advice to help us meet those needs’. Kathleen McKenna ‘is a very strong litigator who is excellent on her feet and always has a deep grasp of the facts and the relevant law’. Lawrence Sandak ‘is extremely knowledgeable, smart and savvy’. Jeremy Brown is also recommended. The labor and employment team recently welcomed Scott Faust, who was previously at McDermott Will & Emery LLP, and Nigel Telman, formerly at Sidley Austin LLP.

Within Labor-management relations, Proskauer Rose LLP is a first tier firm,

With Proskauer Rose LLP, ‘the significant difference that I’ve seen is that it seems to make “your problems ...its problems” and it has a passion for our business. I do believe it is the best firm.’ ‘Style is appropriate and professional for all who deal with us’. ‘I do believe that it is outstanding’. The firm continues to represent major sporting leagues, namely National Football League, National Basketball Association, Women’s National Basketball Association, National Hockey League, Major League Baseball and Major League Soccer. The firm is currently advising the NFL, the NBA, and MLB in connection with the negotiation of their collective bargaining agreements with their respective players’ unions. It also recently completed the successful renegotiation of the collective bargaining agreement between Major League Soccer and the union representing its players. The firm is also representing longstanding client The New York Times in two major labor negotiations, and served as special labor counsel to PN, the former owner of the Philadelphia Inquirer and Philadelphia Daily News, in its bankruptcy proceedings and eventual sale to its largest creditors. In further examples of the high-profile work the firm undertakes, it currently serves as outside labor relations and employee benefits counsel to Morgan Stanley Private Equity in connection with its existing portfolio companies and with respect to its proposed acquisitions, and is T-Mobile’s long-standing labor counsel, advising on legal work involving labor relations issues and strategies, in particular organizational activity by the Communications Workers of America. L Robert Batterman ‘is an excellent strategist and provides insightful advice’, he ‘knows the law and the business’. Bernard Plum ‘works as if he owned our business and I never question his judgment. He is simply the best’. Meanwhile Howard Robbins has ‘excellent attention to detail, is responsive, and very smart’. Michael Lebowich and Neil Abramson are also highly recommended. New partner hire, from McDermott Will & Emery LLP, Scott Faust is ‘good in negotiations and demonstrates understanding of the labor issues’. The firm also recently welcomed Ronald Meisburg, the former board member and general counsel of the National Labor Relations Board, and Gary Dellaverson, formerly the chief labor negotiator and chief financial officer for the New York Metropolitan Transit Authority.

Within Workplace and employment counseling, Proskauer Rose LLP is a first tier firm,

In the past year, the lawyers in Proskauer Rose LLP’s employment law counseling & training group have advised clients on the increasingly complex federal, state, and local employment laws prohibiting discrimination, harassment, and retaliation with respect to ever-expanding protected classes of employees, counseling and training clients daily in connection with the myriad circumstances in which these types of complaints might arise. These include all aspects of the employment relationship, from hiring, discipline and discharge, to harassment, discrimination and retaliation, to accommodation of disabilities, affirmative action and diversity issues, and all related policies and procedures. The firm has practitoners who have amassed considerable experience. Several members of the firm’s practice once held high positions within government agencies, including the Director of the US Office of Federal Contract Compliance, the Deputy Assistant Secretary of the US Department of Labor, and Vice Chair of the US Equal Employment Opportunity Commission. Its lawyers have testified before the US Congress, submitted comments to agencies in connection with the proposed adoption and implementation of regulations and provided input into the drafting of new laws such as the ADA Amendments Act. By virtue of its contacts and experience, the firm is able to provide insight into the legislative process and history behind the many new and pending laws impacting companies that are government contractors, providing guidance on compliance. Bettina Plevan has a national reputation for her deservedly recognized legal abilities. Nigel Telman utilizes his experience litigating employment-related disputes to counsel clients on effective ways to avoid such litigation. Leslie Silverman counsels and advises clients on complying with workplace laws, dealing with government agencies and on a wide range of workplace issues, including diversity and recruitment and retention programs. Larry Lorber counsels and represents employers in connection with all aspects of labor and employment law. Allan Weitzman’s experience includes negotiating collective bargaining agreements and arbitrating contract disputes. In addition, he provides day-to-day and crisis advice to clients in a wide range of businesses and industries. Marc Mandelman has an active counseling practice providing advice to clients on all aspects of the employment relationship, including wage and hour, leave of absence, disability accommodations, employment contracts, and independent contractor assessments.

Litigation

Within Supreme Court and appellate, Proskauer Rose LLP is a third tier firm,

Proskauer Rose LLP is another firm with an excellent reputation for employment disputes, an area where practice co-head Edward Brill holds sway, although its expertise goes well beyond the confines of one sector. Clients say that ‘the level of service in all areas is outstanding’, and co-head Mark Harris is an ‘excellent brief writer and, from the client perspective, is very responsive and easy to work with. Mark is an outstanding oral advocate’. Acting alongside Charles Sims and Jon Baumgarten, Harris won a significant US Supreme Court victory for Reed Elsevier in Reed Elsevier Inc et al v Muchnick et al. In this long-running litigation, freelance authors and their organizations sued the client and other defendants in copyright infringement class actions concerning the republishing of articles. The Court ultimately overruled more than 200 lower court cases by ruling that copyright registration is not jurisdictional.

Within Trade secrets, Proskauer Rose LLP is a second tier firm,

The interdisciplinary non-compete and trade secrets group at Proskauer Rose LLP focuses on the intersection of trade secret protection and employee movement. The five-partner group provides counseling on the hiring and firing of employees possessing confidential information and material relating to customer relationships; drafting confidentiality and non-compete agreements, and policy manuals on information ownership and protection; and litigation involving claims of employee raiding and theft of trade secrets. In 2010, co-chair of the group John Barry in Newark led the defense of Honeywell in a lawsuit challenging Honeywell’s pre-invention assignment agreements, and commercial litigator Steven Kayman represented McGraw-Hill in enforcing a one year non-compete clause against a former senior executive who joined Bloomberg. The bulk of the 60 trade secrets lawyers operate out of New York under co-chairs and employment specialists Michael Album, who has particular experience advising financial services companies and private hedge funds, and Edward Brill and Steven Kayman. Anthony Oncidi and Allan Weitzman are recommended in Los Angeles and Boca Raton.

Within White-collar criminal defense , tier 8

Spread across its national platform, Proskauer Rose LLP’s 19-partner corporate defense and investigations team’s expertise runs the gamut from securities and tax fraud to FCPA and False Claims Act matters. Very much a trial-ready practice, the group has benefitted from an increased willingness for prosecutors to indict individuals in areas such as FCPA and antitrust. Department head Robert Cleary has an excellent reputation in the market as a trial lawyer par-excellence, a fact underscored by successfully securing acquittals in 36 out the 37 counts brought against William Gilman, a former managing director of Marsh, regarding allegations of bid-rigging, price-fixing, customer allocation, larceny, and fraud. In collaboration with Dietrich Snell, Cleary is also currently representing Erin Callan, the former CFO of Lehman Brothers, in a series of DOJ, SEC and other investigations by regulatory and enforcement authorities focused on the demise of Lehman Brothers, as well as in numerous private civil actions arising from its collapse.

Media, technology and telecoms

Within Marketing and advertising, Proskauer Rose LLP is a first tier firm,

Proskauer Rose LLP’s 18-partner advertising litigation practice works out of New York, Boston, Washington DC and Los Angeles. Led by ‘superb, experienced practitioners and excellent trial lawyers’ Lawrence Weinstein and Brendan O’Rourke, the group handles competitor claims under the Lanham Act, consumer class actions governed by state laws, proceedings before the NAD and FTC challenges. Patents and technology are particular areas of strength. The group successfully represented longstanding client Church & Dwight in a state law consumer class action false advertising suit in the Northern District of California, and is representing Dyson in a Lanham Act false advertising suit against Garry Vacuums and Envion. The team’s representation of the US Green Building Council, the developer and administrator of the LEED environmental certification rating program, points to its green advertising law expertise. Other clients include Bausch & Lomb, T-Mobile USA, PepsiCo, Georgia-Pacific, Playtex Products, Diageo, PPL, Merix Pharmaceuticals and new client Time Inc. Lawrence Weinstein, Brendan O’Rourke, Michael Mervis and Baldassare Vinti are recommended. According to one client, ‘the level of service is superb. It goes out of its way to help its clients fully understand how the law applies to marketing/advertising’.

Within Technology: data protection and privacy, Proskauer Rose LLP is a third tier firm,

Proskauer Rose LLP’s cross-departmental practice group is headed by Kristen Mathews, who is recognized as a ‘leading expert in notification obligations and liability management’. Commended for its ‘exceptional knowledge and valuable practical experience’, the group handles a broad range of privacy and data security-related matters, notably representing clients across the financial, retail, media and hospitality industries in high-profile issues. Instructions in 2010 included advisory, transactional and litigation work and the group saw an increase in global privacy projects, data security assessments and data breaches across all industries. On the litigation side, the group represented the American Bar Association regarding the FTC’s Red Flags Rule to prevent consumer identity theft, and defended Bank of New York Mellon in a class action. Other clients include Sony BMG Music Entertainment, Pershing LLC, Michael Kors, Hermes of Paris and Barneys. Jeffrey Neuburger brings valuable technical expertise and an excellent market reputation.

Within Technology: outsourcing, tier 4

Proskauer Rose LLP represents customers and vendors in evaluating, structuring, negotiating and managing projects ranging from single-sourced to complex, competitively-bid outsourcing transactions. Jeffrey Neuburger’s strong technology background supports his work with clients in the media, advertising, technology and telecoms sectors involved in outsourcing transactions. Recent instructions include representing business process outsourcers Arvato Solutions, a subsidiary of Bertelsmann, in transactions relating to the outsourcing of processing of customer orders, returns and other fulfillment operations, notably in connection with a BPO agreement with Cisco, and assisting BT with the restructuring and workout of a telecoms outsourcing agreement between BT and Cadbury relating to telecom services covering six continents. Other clients include Road Runner, Time Warner Cable’s broadband service.

Within Technology: transactions, tier 4

At Proskauer Rose LLP, co-head of the technology, media and communications group Jeffrey Neuburger advises clients on emerging technology and distribution methods, winning praise as a ‘responsive, knowledgeable leader, a zealous advocate and aggressive negotiator’. The group is recommended for its ‘efficient and good service’. Daryn Grossman represented Passlogix in its acquisition by Oracle Corporation and Markit North America in its acquisition of Wall Street On Demand. Kristen Matthews, who combines IP and transactional expertise is recommended as ‘hands-on, responsive and client-oriented with in-depth industry knowledge’.

Within Telecoms and broadcast: transactional, Proskauer Rose LLP is a third tier firm,

Clients recommend Proskauer Rose LLP as a ‘valuable partner’ in major transactions. The highly respected co-head of the technology, media and communications group Jeffrey Neuberger operates at the intersection of technology, telecoms and broadcast, applying new media and data privacy and security expertise to the telecom and broadcast sector. In 2010, he advised Time Warner Cable’s news channel NY1 in a series of content licensing and other agreements related to motion pictures and television shows. Other work for this longstanding client included negotiating a major cloud computing initiative to make available an array of business software on a SaaS basis to broadband business subscribers. Robert Freeman, who also acts for Time Warner, represented Scripps Interactive Networks, in the negotiation of a linear affiliation agreement, standard Video on Demand agreement, real time encoding VOD agreement, broadband syndication agreement and mobile syndication agreement. He represented Discovery Communications in the structuring and negotiation of a joint venture with Sony and IMAX to launch the first 24/7 dedicated 3D television network in the US. ‘Top deal-maker’ Michael Woronoff in Los Angeles advises media and entertainment companies on high-stakes transactions and financing. A prestigious client list includes Insight Communications, XOS Technologies, Cablevision and T-Mobile.

Mergers, acquisitions and buyouts

Within M&A: large deals ($1bn-5bn), Proskauer Rose LLP is a second tier firm,

Proskauer Rose LLPhas experts in a number of areas and is very service-conscious and user- friendly. The firm gives us in-depth industry knowledge, at a business level, as well as the highest quality legal advice. I have a used a large number of large international firms and it has consistently been the most flexible’. Key deals included representing a special committee of independent directors of the board of The Student Loan Corporation in connection with three inter-related transactions, such as a definitive agreement for SLC’s acquisition by Discover Financial Services, which will become the owner of SLC’s private student loan business as well as $4bn of SLC’s private student loans, the transfer of $28bn of securitized federal student loans and related assets to SLM Corporation, and $8.7bn of federal and private student loans and other assets to Citibank. The team also played a key role in Xerox’s $6.4bn acquisition of Affiliated Computer Systems (ACS), representing Darwin Deason, the founder, chairman and largest stockholder of ACS. In the large deal arena, the team advised Grifols, a global health care company and leading producer of plasma protein therapies, in its proposed $4bn agreement to acquire Talecris Biotherapeutics, described as the largest leveraged buyout since the beginning of the fiscal crisis, while in the mid-market, Comtech Telecommunications was assisted in its $473.3m acquisition of CPI International, a provider of microwave and radio frequency solutions for the defense and medical device industries. M&A practice co-head Jeffrey Horwitz also co-leads the lodging and gaming group. Some clients ‘won’t make a move without Jeff. He is acutely in-tune to under-the-radar business and legal issues and not only highlights them, but also simultaneously proposes thought-out solutions’. Los Angeles corporate partner Monica Shilling ‘impresses’ clients who ‘admit to being difficult to impress. She is one of the three or four best transactional lawyers with whom I have ever worked. Shilling has the total skill set: she has extremely high levels of intellectual capacity, legal knowledge, common sense, people skills and M&A transactional experience’.

Within Private equity buyouts, Proskauer Rose LLP is a third tier firm,

Proskauer Rose LLP is ‘outstanding’, thanks to its intense focus on the industry, which enables the firm to ‘understand the private equity universe’ and structure deals ‘as well as any other law firm’. Throughout 2009 and 2010, the firm closed over 400 private equity transactions, an impressive statistic given the dip in activity following the financial crisis. Clients include Ares Management, Arsenal Capital Partners, Charterhouse Group, Goldman Sachs, The Gores Group, Great Hill Partners, Prism Partners and TA Associates. Its middle-market focus has enabled it to work on a range of impressive deals, such as advising Ares Capital on its $907m acquisition of Allied Capital, to create a fund with some $12bn committed capital under management. The firm also represented middle-market sponsor Charterhouse Group in a series of transactions including the sale of portfolio company NewPath Networks to Crown Castle Solutions, and the sale of Chamberlin Edmunds to Medifax, as well as the acquisition of Charter Waste Management and purchase of Hogan Brothers. With offices across the US, it is a genuine national player in the private equity industry, but with further international offices in London, Paris, Hong Kong and São Paulo, it also has real international credibility. The department is co-led by New York’s Daniel Eisner, who clients regard as ‘awesome’ and a ‘super star’ thanks to his willingness to ‘dig in’ and ‘understand all the nuances of the situation’ in order to make sure ‘his client’s interests are served’. New York-based Stephen Rubin and Los Angeles partners Michael Woronoff and Monica Shilling are also recommended.

Real estate and construction

Within Real estate, Proskauer Rose LLP is a third tier firm,

The ‘excellentProskauer Rose LLP has a multi-dimensional real estate team, which provides a full service including traditional real estate, finance and leasing. The 11-partner team is located in New York, California and Florida. Co-chair David Weinberger and senior counsel Craig Masheb represented Harbor Group International on its $100m purchase of 4 New York Plaza and subsequent leasing; and on its $150m purchase of 1412 Broadway. Co-chair Ronald Sernau and Masheb represented Hines Interests on its $190m sale of 600 Lexington Avenue to SL Green Realty Corporation. The team completed several deals for CB Richard Ellis, including the construction and development of several multi-family projects in California, Colorado, Georgia, Massachusetts, Texas and Virginia; and on a $1.5bn transaction involving asset management, restructuring and workout assistance in multiple states including Nevada and Florida.

Tax

Within Domestic tax: East Coast, tier 5

Proskauer Rose LLP’s 33-strong East Coast tax practice, which fields its largest group in New York, and a smaller team in Boston, provides ‘the best possible advice, explained well and delivered on a timely basis’. In a wide practice which serves corporates, financial institutions and not-for-profit organizations, the firm is noted for particular expertise in the wider real estate sector, the entertainment business and private equity. New York-based department chair Andrea Rattner provides ‘expertise, timeliness, proactivity, and is easy to work with’, qualities which permeate the practice group. Other recommended lawyers in New York include Solomon Warhaftig ‘an extraordinary tax lawyer – a superstar!’, and Amanda Nussbaum, who is ‘extremely knowledgeable, caring and diligent’. The vastly experienced Jacob Friedman heads the not-for-profit tax group. In Boston, private equity specialist Scott Jones ‘is able to easily explain sophisticated, technical information in layman’s terms’. In a representative recent deal, New York’s Stuart Rosow, who ‘has incredible subject matter expertise, and is able to provide creative input in areas outside of tax law’, led the tax work for Grifols on its $4bn agreement to acquire Talecris Biotherapeutics and create the world’s third-largest plasma-products manufacturer. The firm’s clients include Independent Fiduciary Services, Morgan Stanley, MultiPlan and Verizon Investment Management.

Within Domestic tax: West Coast, tier 4

Proskauer Rose LLP’s Los Angeles tax and personal planning departments are commended for ‘gold standard service. Mitchell Gaswirth is ‘analytical, practical and proactive’ and expert in complex trust and estate matters; Gaswirth led the work for the Co-Trustees of the Merv Griffin Living Trust in connection with the income and wealth transfer tax issues. Michael Fernhoff, who specializes in the federal tax aspects of transactions and restructuring, left Kaye Scholer LLP to become a partner in the Los Angeles office in January 2010.

Within Employee benefits and executive compensation, Proskauer Rose LLP is a first tier firm,

Proskauer Rose LLP’s executive compensation and employee benefits lawyers are ‘always very responsive, thoughtful and practical, and great in sensitive and time critical situations’, and the ‘team is deep and ready to step in at a moment’s notice’. The firm has one of the largest practice groups in the wider EBEC discipline, with second to none coverage of the area. Clients consistently comment that ‘the team is very responsive, and its advice reflects both a sophisticated understanding of the law and an appreciation of practical realities’. The New York group is the main engine of the department. Michael Sirkin, ‘really the dean – bright, hard working, and an absolute bulldog in getting things done’, co-chairs the department with ‘superb problem solver’ Rory Judd Albert. Accolades are also awarded to Andrea Rattner, whose ‘depth of knowledge and involvement in this practice area, the business and trends, is terrific’; Neal Schelberg ‘one of a kind, he is the only practitioner in this field I would select to brief a CEO or corporate board’; Michael Album, ‘a responsible, careful, prudent, knowledgeable advisor’; Robert Projansky who ‘displays real business knowledge and acumen in the advice he gives’; and Ira Bogner who ‘provides a level of comfort with respect to business issues that is rare in the world of ERISA lawyers’. In Washington DC, Paul Hamburger is ‘one of the best in his field, he inspires a high level of confidence and is a pleasure to work with’. The firm serves as ongoing benefits and executive compensation counsel on behalf of International Securities Exchange (ISE), and the major entertainment industry pension funds including the AFTRA Health and Retirement Funds, American Federation of Musicians and Employers’ Pension Fund, and Actors’ Equity – Broadway League Pension and Retirement Funds. In corporate instructions, the group advised Nokia in its search for its new CEO and negotiation of the employment contract and equity arrangements. Other clients of the practice include Morgan Stanley Smith Barney, Metropolitan Museum of Art, Chrysler Group and Grifols.


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