The Legal 500

Skadden, Arps, Slate, Meagher & Flom LLP

1440 NEW YORK AVENUE, N.W., WASHINGTON DC 20005-2111, USA

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

Finance

Within Bank lending (including other sources of financing), Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP has a broad-based practice and good geographic coverage on both coasts and in Chicago. It has a strong grounding in sponsor representation, but, with increased market activity and lending, has been able to grow its lender practice. In a significant and complex deal, it advised HCP Inc in its $6.1bn acquisition of HCR ManorCare, a provider of living facilities for senior citizens; recommended partners Sarah Ward in New York and David Reamer in Los Angeles led on the deal, which included a $3.3bn fully committed bridge loan and the largest new master lease in US history. The continuing effects of the financial crisis saw the group work for DineEquity in its $1.8bn refinancing, including a $950m senior secured credit facility. Credit Suisse instructed the group on several high-value transactions in 2010, including as the joint arranger and bookrunner on Regal Cinemas Corporation’s $1.34bn senior secured credit facility. The client joined a roster of lender clients that also includes BNP Paribas and Bank of America Merrill Lynch, an indication of the group’s growth in this arena. Recommended partners include lead Chicago partner Seth Jacobsen, who has a strong restructuring and leveraged leasing practice, and New York’s Thomas Gowan, whose expertise includes commercial financings and restructurings.

Within Capital markets: debt offerings, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Acclaimed for its ‘outstanding level of service’, the ‘excellent’ securities team at Skadden, Arps, Slate, Meagher & Flom LLP has a depth of experience across all types of debt offerings. With a focus on industries including healthcare, energy, technology and real estate, the practice continues to build on its impressive roster of issuer clients. Co-head of the global corporate finance group Stacy Kanter is highly praised for her ‘good, practical advice and substantive knowledge’, and recently advised biopharmaceutical company Gilead Sciences on a $2.5bn Rule 144A offering of convertible senior notes. Kanter also advised credit ratings agency Moody’s in a $500m offering of 5.5% senior unsecured notes, and geospatial information company DigitalGlobe in a $182m secondary common stock offering. Richard Aftanas advised RRI Energy and Mirant Corporation in GenOn Escrow’s $1.2bn notes offering. Aftanas also advises Coca-Cola in its debt offerings. Acting for the underwriters, Kanter represented Merrill Lynch, Pierce, JPMorgan Securities, Fenner & Smith and Wells Fargo Securities in the $335m secondary offering of common stock by glass fiber manufacturer Owens Corning. Aftanas assisted Barclays Capital, BNP Paribas Securities and UBS Securities as joint bookrunning managers in the $550m senior notes offering by the Pacific Gas and Electric Company. Among the ‘creative and responsive’ members of the team, David Goldschmidt is singled out for his expertise advising REITs, and technology and communications companies. Goldschmidt recently advised Credit Suisse as lead underwriter in the $113m common stock offering by Two Harbors Investment Corporation, and JPMorgan Securities and Bank of America Merrill Lynch as joint bookrunning managers in Getty Realty’s $144m offering of common stock. Los Angeles-based Gregg Noel is also recommended, and represented Deutsche Bank Securities and JPMorgan Securities in the $1.2bn common stock offering by The Macerich Company, the largest ever follow-on offering for a REIT.

Within Capital markets: equity offerings, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Providing ‘top-notch knowledge and turnaround times’, the team at Skadden, Arps, Slate, Meagher & Flom LLP is renowned for its equity capital markets expertise; it is ‘one of the best overall’. The firm has been active in IPOs, particularly for non-US issuers, and advises several private equity companies. ‘At the tip of the spear’ and with ‘invaluable market knowledge’, the practice has a superb reputation for providing counsel to both underwriters and issuers. Gregory Fernicola led in advising Citigroup as selling stockholder, and its subsidiary Primerica, in Primerica’s $368m IPO of common stock. Richard Aftanas also has an excellent track record for IPOs, and is currently advising BankUnited in its IPO, as well as representing Everbank Financial in its proposed IPO, expected to raise $200m. Aftanas is also assisting truckload carrier and transportation services provider Swift Holdings in its pending $1bn IPO. David Goldschmidt has a ‘deep knowledge base’ and is the key contact for REIT advice, and assisted Starwood Property Trust in the largest mortgage REIT IPO to date. Phyllis Korff also advised FundCore Institutional Income Trust in its $500m IPO of common stock. ‘Extremely good’ at providing manager-side counsel, Fernicola, together with Jennifer Bensch, represented Goldman Sachs and Credit Suisse Securities (USA) as joint bookrunning managers in Accretive Health’s $138m IPO. Goldschmidt also advised JPMorgan Securities and Jefferies & Company as joint bookrunning managers in the proposed IPO of The Aveon Group. In California, Gregg Noel advised Credit Suisse (USA) and Oppenheimer & Co as lead underwriters in Douglas Dynamics’ $113m IPO. Co-head Stacy Kanter leads the practice from New York.

Within Capital markets: global offerings, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP fields a ‘top-notch’ capital markets practice well versed in global offerings. The ‘all-round outstanding’ team is noted in particular for its ‘unmatched ability to command resources around the globe to hunt down an issue, question or market practice’, and it has an extensive network including Latin America, Europe and Asia, as well as offering broad coverage of the domestic market. In debt deals, Phyllis Korff advised Southern Copper Corporation, a subsidiary of copper producer Grupo México, on a $1.5bn offering of notes in two tranches: a $400m 5.375% notes offering, and a $1.1bn offering of 6.75% notes. Gregory Fernicola advised the Bermuda-based Bank of N.T. Butterfield & Son in a $200m exempt offering of 8% perpetual limited voting preference shares, guaranteed by the government of Bermuda. Los Angeles-based Gregg Noel also advised Westfield Group in a $700m Rule 144A/Reg. S offering of 7.5% guaranteed senior notes by its subsidiaries WEA Finance and WT Finance (Australia), and on the US securities law issues of its A$2.9bn Rule 144A/Reg. S placement of ordinary stapled securities to Australian and other institutional investors. Also in California, Casey Fleck is singled out for his work representing Wynn Macau on its $1.6bn IPO in Hong Kong, and Wynn Resorts on its $210m offering of common stock. The firm also has a reputation on the manager side, and counts several international investment banks as clients. It provides ‘high-quality, practical advice’ in both debt and equity matters.

Within Capital markets: high-yield debt offerings, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

As a ‘perennial capital markets powerhouse’, Skadden, Arps, Slate, Meagher & Flom LLP has a substantial volume of issuer-side instructions in the high-yield debt market. Co-head of the corporate finance practice Stacy Kanter advised drugstore chain Rite Aid in its refinancing, a transaction which included a $650m Rule 144A/Reg. S high-yield debt offering of 8% senior secured notes, a $1.175bn revolving credit facility, and a $270m Rule 144A/Reg. S high-yield debt offering of 10.25% senior secured notes. Kanter also represented Revlon in its $330m Rule 144A/Reg. S high-yield debt offering of 9.75% senior unsecured notes. Richard Aftanas represented DigitalGlobe in its $355m 10.5% notes offering, and advised restaurant chain El Pollo Loco in its $133m offering of 11.75% senior secured notes. RailAmerica, Windstream and HealthSouth are also high-yield issuer clients. Jennifer Bensch advised a private equity consortium, led by The Blackstone Group and including The Carlyle Group, Permira Funds and Texas Pacific Group, in the $5.9bn high-yield debt offering to part finance the acquisition of Freescale Semiconductor for $17.6bn. Bensch also advised Freescale Semiconductor in its $570m Rule 144A/Reg. S high-yield debt offering and in a concurrent debt refinancing. On the manager side, Aftanas advised Morgan Stanley as the sole underwriter in the $1.2bn 7.75% high-yield senior notes offerings by CC Holdings and Crown Castle, and Morgan Stanley and Banc of America Securities in the $900m 9% senior notes offering by Crown Castle. Los Angeles-based Gregg Noel advised Bank of America Merrill Lynch, JPMorgan, Goldman Sachs and Wells Fargo Securities as initial purchasers in the $1.1bn Rule 144A/Reg. S offering of high-yield senior notes by Fidelity National Information Services. Also in Los Angeles, the ‘creative and responsive’ Casey Fleck counts Barclays Capital, Citigroup Global Markets, American Media Operations and aircraft leasing company AirCastle on his client roster. New York-based Phyllis Korff is recommended.

Within Corporate restructuring, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Spearheaded out of its New York and Chicago offices and also aided by lawyers in Los Angeles, Wilmington and an impressive international network, Skadden, Arps, Slate, Meagher & Flom LLP provides a strong all-round service to an eclectic array of clients including companies, boards of directors, lenders and investors. While some have pointed to a diminishing debtor franchise – partly as a result of a number of high-profile departures in recent years – a glance at the firm’s deal list proves that it still commands a great amount of respect. Led by ‘excellent’ Chicago-based co-head Jack Butler, the firm successfully guided automotive giant Delphi out of Chapter 11 protection, after divesting several of its businesses as part of its re-organization, with its core business now owned by a group of investors that include Delphi’s former DIP lenders. Other debtor-side highlights included advising financial services firm CIT Group on its pre-packaged bankruptcy. Emerging from bankruptcy only 40 days after filing, with one-third of its $3bn in unsecured debt slashed and maturities extended, the matter involved complex negotiations with regulators, management and customer communications to ensure there was no run on the bank. Described as ‘the best choice if something other than formal bankruptcy is an option’, the firm excels at providing ‘business-oriented’ solutions, as demonstrated by its pioneering use of the pre-pack. Similarly, using Section 363 of the Bankruptcy Code to sell or acquire a troubled company’s assets quickly has been an area in which the firm’s M&A capability has helped mould the industry standard. An impressive roster of funds regularly instruct the firm to handle their investments, such as Black Diamond Capital Management which it represented on its $145m acquisition of the US operations of the steel manufacturer PTC Alliance. A recent recruit from Simpson Thacher & Bartlett LLP, New York-based Ken Ziman has a strong track-record for representing senior secured lenders and recently represented JPMorgan, as agent for secured lenders and as lead arranger for exit financing in Six Flag’s Chapter 11. Other clients include Churchill Downs, Primus Telecomm Group, Bank of America, Silver Point Capital and Ziff Brothers Investments.

Within Financial services: regulatory, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

The ‘excellentSkadden, Arps, Slate, Meagher & Flom LLP has a strong track record across the gamut of regulatory matters for a blue-ribbon array of financial institutions including Citigroup, Morgan Stanley and JPMorgan. Driven out of New York and Washington DC and aided by an impressive international footprint, the firm’s expertise lies in financial institution-related M&A. Formerly of the Federal Reserve Board, the ‘excellent’ William Sweet heads the practice and is a fixture in many of the firm’s most significant mandates including its involvement for Citigroup and its subsidiary, Primerica, on the $230m sale of common stock and warrants of Primerica to Warburg Pincus. Mirroring the team’s global prowess, Sweet also recently advised Chinese entity CITIC Securities in its agreement with Crédit Agricole Corporate & Investment Bank to explore the combination of their global equity brokerage and investment banking businesses. Co-head William Rubenstein is also well regarded for M&A transactions within the sector, a reputation that was recently underscored by his involvement for a consortium of private equity firms including Friedman Fleischer & Lowe on their $115m investment in Green Bancorp. On the consumer side, the firm is particularly well regarded at handling significant litigation and investigations. Co-led out of Washington DC by Anand Raman and Joseph Barloon, the consumer financial services enforcement and litigation group is active across a range of criminal, regulatory, and internal investigations, class action and commercial litigation. While much of the work handled is confidential and regularly results in non-determination actions, recent public representations include acting for Countrywide Financial Services in litigation alleging discriminatory mortgage loan pricing and steering. Jamie Boucher also has an enforcement and litigation focus, however, her remit lies predominantly in the representation of banking entities outside of the consumer sector. Particularly accomplished at handling international trade matters, Boucher is currently representing both Compass Bank and Sumitomo Mitsui Banking Corporation in separate investigations into alleged violations of US economic sanctions.

Within Project finance, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s project finance practice is shared between three main offices located in Washington DC, New York, and Houston. The group is long established and has held a presence on the PF stage since the very first transactions began, following the Public Utility Regulatory Policies Act of 1978. The practice includes several partners who are leaders in the project finance field and the group benefits from their fame. Areas of strength include oil, gas, and power, with renewables being clearly a vital area, much as in today’s market as a whole. A complex transaction saw industry legend Harold Moore lead a team that acted for a consortium of 17 commercial banks, as lenders, in a $949m additional financing by Nakilat. This consisted of $803m of senior secured debt facilities with commercial banks and $146m of subordinated secured debt facilities. The proceeds were used to complete the financing of Nakilat’s fleet of 25 vessels to transport liquefied natural gas from Qatar to various locations. The renowned Julia Czarniak represented PT Paiton Energy on an influential $1.3bn financing, by Japan Bank for International Cooperation and others, of an 815MW coal-fired power plant in Indonesia. Paul Kraske in Washington DC acted for the sponsors, Trans Bay Cable and SteelRiver Transmission Company, on a 144A offering of $562m 4.71% senior secured notes due 2017, a bank credit facility of approximately $53.75m for letters of credit and working capital, and mirrored interest rate swaps. SteelRiver Transmission Company LLC owns the Trans Bay Cable project, which is a 400 MW underwater electric transmission line connecting San Francisco, California with the East Bay and which is expected to provide up to 40% of San Francisco’s electricity. Respected co-heads Martin Klepper and Harold Moore lead a team with a solid and deep bench and which benefits from close cooperation with the DoE and also its highly developed international links.

Within Structured finance , Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP offers focused practice groups in three structured finance disciplines: derivatives, securitization and structured products. Although modest in size, the expertise on offer is ‘partner-led and first class’. Richard Kadlick, who has deep experience in asset-backed finance in all its forms, and Susan Curtis, who has a broad practice, co-head the structured finance group from New York. In a representative recent instruction, Curtis and James Stringfellow counseled investment adviser C12 Capital Management through the spin-out of $12.3bn of Barclays’ credit market assets, including whole mortgage loans, RMBS and other assets, into a separate Cayman-based fund. In another major deal, David Midvidy advised Citigroup in its sale of the Student Loan Corporation, including the divestiture of its private student loan business and approximately $32bn in assets. Andrew Faulkner handles some very high-value auto-loan securitization assignments. John Osborn, the New York-based head of the firm’s derivatives team, has a broad practice in both over-the-counter derivatives and capital markets transactions with derivatives elements, and Mark Young, who is based in Washington DC, offers expertise in derivatives regulation, fiduciary advice and litigation. Paula Greenman has advised several major institutional clients in connection with analysis of the Dodd-Frank Act as it relates to derivatives, and Yossi Vebman is recommended for his highly commercial work in derivatives and swaps. The firm’s structured finance attorneys have also advised Citigroup Global Markets, Chase Bank, Amerigroup, BlackRock, Morgan Stanley and Grupo Mexico.

Industry focus

Within Energy: litigation, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

The ‘phenomenal’ team at Skadden, Arps, Slate, Meagher & Flom LLP is ‘significantly strong’ and has ‘weight in energy and related strengths in the legal aspects of engineering, procurement, and construction for such projects’. In addition, the firm’s related practices – notably environment, securities and white-collar crime litigation, and energy M&A, finance and infrastructure projects – add depth to the overall offering. Clients say that the firm is ‘as powerful as it gets’. The group handles a broad range of energy litigation, including FERC trials and appeals, court litigation at the trial and appellate stages, arbitrations, investigations and enforcement. The firm impresses in the electricity sector, as well as the oil and gas industry. In electricity matters, the firm represented RRI Energy in a shareholder class action litigation asserting breach and aiding and abetting breach of fiduciary duties. The firm also represented four electric utilities in non-public reliability enforcement investigations by the FERC Staff into alleged violations of Natural Environment Research Council (NERC) standards. In addition, it is representing a large electric company in trial before FERC administrative law judge into alleged tariff violations with respect to certain power sales. On the oil and gas side, it represented Anadarko Petroleum in shareholder derivative litigation arising out of the explosion of the Deepwater Horizon drilling rig in the Gulf of Mexico. It also represented Energy Transfer Partners regarding allegations by FERC that the client unlawfully manipulated natural gas prices at Houston Ship Channel. The case was contested, with FERC Trial Staff seeking over $200m. The case settled on the eve of trial for a civil penalty of only $5m and $25m placed in a fund, which was used to settle collateral litigation. Washington DC-based Clifford Naeve leads the team. Washington DC-based John Estes, who focuses on complex FERC litigation, trial lawyer John Moot in Washington DC and Houston-based Noelle Reed, who has experience representing clients in both business and criminal litigation, are recommended for their ‘tremendous experience and judgment’. Charles Schwartz heads the litigation practice in Houston and is highly regarded

Within Energy: transaction and regulatory, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP is ‘definitely a “go to” firm in the energy field’. It handles transactional matters and is ‘very strong in the federal regulatory arena’ – for this type of work, the firm is ‘one of the best in the country’. The group addresses the full range of regulatory issues including organized market design, transmission regulation, marketing and trading, electric reliability, and has played a lead role in many of the most important FERC cases in recent years. It represented AES in regulatory matters concerning a $1.6bn investment by China Investment, and advised Entergy in regulatory proceedings to recover the costs of an acquisition adjustment associated with the purchase of a 580MW electric generating facility. The group also advised Entergy in defense of a complaint brought by a state regulatory commission involving Production Cost Equalization. On the transactional side, it regularly advises the regulatory boards and senior management of its clients throughout the M&A process. It advised Allegheny Energy in its $4.7bn stock-for-stock acquisition by FirstEnergy. Other electrical matters included representing RRI Energy in its merger-of-equals with Mirant to create GenOn Energy, which will be an approximately 25,000MW independent power producer in the US; the transaction is valued at approximately $2bn. On the oil and gas side, the firm represented a Korean conglomerate in its acquisition of a stake in an oil and gas field in Texas from O’Ryan Oil and Gas. It also represented Harrington Partners in sale of Fairbanks Natural Gas to Alaska Gasline Port Authority. In oil and gas regulatory matters, it represented a natural gas company in audit regarding “Southern Star” compliance issues. The firm also represented Florida Power and Light with respect to Federal Power Act authorizations for transfer of New Hampshire transmission facilities to an affiliate. Nuclear matters included representing The Tokyo Electric Power Company, Japan, in its $155m acquisition of a 10% stake in the South Texas Project expansion from Nuclear Innovation North America, a subsidiary of NRG Energy and Toshiba. Washington DC-based Clifford Naeve heads the team. Sheldon Adler has experience in M&A, while John Ale, Frank Bayouth, William Conway, Ann Hawkins and Pankaj Sinha are also active.

Within Environment: transaction and regulatory, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s environmental work includes domestic and international mergers, acquisitions, project financings and initial public offerings, including the evaluation and management of environmental liabilities and compliance matters, negotiation of environmental contract provisions, agreements and disclosures, and performance of due diligence audits. With regards to emission trading, the firm prepares contracts for the sale of greenhouse gas emission credits in the US and under the Clean Development Mechanism of the Kyoto Protocol, an international agreement linked to the United Nations Framework Convention on Climate Change. The firm has advised Bottle Rock Power, First Solar, DKRW Advance Fuels and other companies on the NEPA and environmental permitting portions of the Department of Environment loan guarantee and grant process. Highlights also included advising Amazon Conservation Association on carbon finance and Greenhouse Gas Protocol issues arising in connection with projects to reduce emissions from deforestation in the Americas. It is also acting for Calera, a leading carbon capture and sequestration company, on domestic and international climate change policy and regulatory matters. Other highlights included advising Coca-Cola on domestic and international Environment and Heritage Service (EHS) matters, as well as on a series of transactional matters including its agreement to acquire the North American bottling business of Coca-Cola Enterprises. Clients include US Airways, JPMorgan, Hydro-Quebec and RRI Energy. Don Frost leads the Washington DC-based team which also includes Henry Eisenberg, William Thomas and Elizabeth Malone.

Within Healthcare and life sciences, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP primarily represents life sciences manufacturers, although the firm also has some noteworthy healthcare service provider and health plan clients. It handles corporate, finance and litigation matters plus regulatory compliance and government enforcement, with its greatest value lying in its role as a go-to option for difficult litigation or for one-off, high-end deals. The firm represents numerous pharmaceuticals manufacturers in commercial and antitrust litigation, and is known for its product liability coverage, particularly in the mass tort context. Recent highlights include representing Biogen Idec in contract dispute with Elan over Tysabri multiple sclerosis drug, and Endo Pharmaceuticals Holding in cases arising from its acquisition of Penwest Pharmaceuticals. The group also won a Third Circuit ruling affirming the dismissal of securities fraud charges against Frederick Schiff, former CFO of Bristol-Myers Squibb. Transactional highlights from 2010 included representing Micrus Endovascular Corporation on its $480m sale to Johnson & Johnson, and Wilmington-based Robert Pincus advising OSI Pharmaceuticals on its $4bn sale to Astellas. The licensing practice advised Regeneron Pharmaceuticals Inc on a research and development agreement with Sanofi-Aventis, and Endo Pharmaceuticals on a North American licensing deal with Vernalis plc. Gregory Luce is a highly regarded regulatory expert and litigator who is ‘excellent for compliance work’, including fraud and abuse, false claims and Medicare/Medicaid reimbursement disputes. Healthcare service provider clients include New York-Presbyterian Hospital, which the firm represented in antitrust class actions brought in the DC district court, while health plan clients include Tenet Healthcare Corporation.

Within Insurance: non-contentious, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP impresses clients with ‘talented, professional lawyers well versed in all areas of insurance’. Highly regarded throughout the insurance industry, Robert Sullivan heads the firm’s worldwide insurance practice as well as co-leading the financial institutions group; he is ‘a well-respected first-tier insurance regulatory lawyer and a class act’, and ‘understands the inner workings of insurance companies’. The insurance practice’s client base includes insurance and reinsurance companies, and their financial advisors and underwriters, who instruct the firm on corporate matters ranging from M&A and financings to restructurings and reorganizations. Key player Todd Freed was integral in the recent representation of property and casualty insurer CNA and its subsidiaries in a loss portfolio reinsurance transaction, which involved the subsidiaries ceding CNA’s legacy asbestos and pollution liabilities to National Indemnity. The firm also advised Bermuda-based insurance and reinsurance provider Harbour Point in its $3bn merger with Max Capital, creating new entity Alterra Capital Holdings; and advised a bank consortium including names such as Barclays Capital, Deutsche Bank and Morgan Stanley in relation to a $1bn offering of floating rate notes by SPE, Metropolitan Life Global Funding.

Investment fund formation and management

Within Alternative/hedge funds, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP has developed a solid reputation as ‘one of the best firms for hedge fund M&A’. Special mention is reserved for ‘innovative’ lead partner Philip Harris, whose regulatory and transactional expertise on international and US structures attracts a prominent array of leading hedge funds. While its core reputation lies on the transactional side, it also has an excellent fund formation offering: for example, 2010 saw the practice advise Fortress Investment Group on the formation and capitalization of Fortress Credit Opportunities Fund. It also advised Citigroup in connection with SkyBridge Capital’s definitive agreement to acquire the fund-of-hedge-funds, seeding and hedge fund advisory businesses from Citi Alternative Investments. In addition to his transactional expertise, Harris has extensive experience in crisis management, advising on crisis situations involving private funds such as Durus and Amaranth as well as the Madoff fallout.

Within Mutual/registered funds, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s ‘small, but enthusiastic’ practice advises fund complexes and underwriters in connection with the creation, structuring, offering, operation and regulation of registered investment companies and business development companies. In line with the firm’s preeminent reputation for M&A, investment management partner Richard Prins acted for Prospect Capital Corporation on its acquisition of Patriot Capital Funding and subsequent public offerings. The team also acted for BlackRock in the sale to third-party investors of $2.8bn of common and preferred stock, as well as advising THL Inc, a business development company on its $200m IPO. Other clients include AG Edwards closed-end funds, Guggenheim closed-end funds, UBS, Third Avenue Funds and Apollo Investment Corporation.

Within Real estate investment trusts (REITs), Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP is a ‘REIT industry powerhouse’, staffed by 80 lawyers across ten offices in five countries. This interdisciplinary practice is well placed to take advantage of emerging trends in the market and has been heavily involved in the equity offerings that dominated the REIT industry in 2009 and 2010, including advising the underwriters on a preferred stock offering by Public Storage, the largest self-storage REIT. Other highlights included acting as counsel to the underwriters on a $1.2bn offering of common stock by The Macerich Company, the largest follow-on offering by a REIT to date. The group also advised Starwood Property Trust on its $932m IPO, which was notable as the largest mortgage REIT IPO at the time. In addition to equity capital markets transactions, the group is a regular fixture on debt capital markets, bankruptcy and restructuring, and M&A transactions. In 2010 it advised Centro Properties Group on the approximately $4bn debt restructuring of REITs owned by the client. The firm’s regulatory capability has been in high demand, and it was instrumental in advising the National Association of Real Estate Investment Trusts and Westfield on the impact of legislation governing the tax treatments of foreign investments in US REITs. New York-based David Goldschmidt brings ‘considerable capital markets expertise to a transaction’, while Meryl Chae and tax specialist Michael Beinus in Los Angeles are also recommended.

Litigation

Within International arbitration, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

With a mixed practice which covers both top-level commercial arbitration and investor-state work, Skadden, Arps, Slate, Meagher & Flom LLP’s industry expertise extends to sectors as varied as power and energy, metals and mining, oil and gas, construction, banking, manufacturing, telecommunications and securities. The practice is representing a Brazilian corporation in a $200m arbitration involving a dispute under a Stock Purchase Agreement as well as acting for a Kuwaiti company in a dispute over payments under various service contracts valued at over $40m. It is also representing the Peruvian buyer of a major cement company’s interest in Chile in post-closing claims valued at $100m against the seller for violations of the purchase agreement. Work for states includes advising the provincial government of a NAFTA member state in connection with an investor that has threatened to bring NAFTA arbitration claims against the national government of that member state. John Gardiner heads up the practice and is highly regarded by clients and peers alike. Timothy Nelson is also a name to note.

Within International trade, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

The trade team at Skadden, Arps, Slate, Meagher & Flom LLPoperates at a high level and has the ability to solve complex problems’ say clients. The firm represents both US and non-US clients with respect to international trade litigation, policy and compliance matters. The practice has litigated trade cases for, and provided advice to, a broad spectrum of clients, including basic manufacturing firms, high-technology companies, pharmaceutical companies, as well as services and agricultural businesses. The firm also has an active trade policy practice advising clients on international agreements. Robert Lighthizer leads the firm’s trade group and is recommended; Jeffrey Gerrish and James Hecht are also names to note.

Within Product liability and mass tort defense: consumer products (including tobacco), Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

Skadden, Arps, Slate, Meagher & Flom LLPdoes terrific product liability work’ and fields some ‘outstanding people’. The recent addition of John Beisner to the Washington DC office as co-head of the mass tort and insurance group further deepened an already thriving practice. Highlights in 2010 included defending Bausch & Lomb in a nationwide class action concerning an allegedly defective contact lens solution and representing Electrolux in defending class actions alleging that its front-loading washing machines had a design defect. Nextel also instructed the firm to defend it against claims that its cell phones were unsafe due to exposure to allegedly dangerous amounts of radio frequency radiation. The team is also active in tobacco litigation and serves as co-lead counsel for Philip Morris in multi-district litigation concerning allegations that its “Lights” cigarettes were actually no less toxic than regular products. Chicago-based Edward Crane and New York-based Sheila Birnbaum are thoroughly recommended.

Within Product liability and mass tort defense: pharmaceuticals and medical devices, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s product liability practice was boosted by the addition of John Beisner, who joined from O’Melveny & Myers LLP in what was a considerable coup for the firm. A hugely respected figure in the market, Beisner has been leading a team representing Merck & Co in Vioxx litigation. Other recent achievements include representing Pfizer and its subsidiary Wyeth in HRT class actions and product liability cases. The firm also secured a significant victory for Amgen in 2010, when a district court ruling dismissed claims that it allegedly engaged in a scheme to promote off-label uses of its anemia medicines, Epogen and Aranesp. DePuy Orthopaedics, a Johnson & Johnson subsidiary, retained the practice to represent it in relation to claims concerning ASR, its now-withdrawn hip replacement product. New York partners Sheila Birnbaum and Mark Cheffo lend considerable weight to the expertise and reputation of the group.

Within Securities: shareholder litigation, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP is praised by clients for its ‘very broad securities bench’, and in securities litigation head Jay Kasner, it has one of the best regarded litigators on the market. The firm acts for an impressive mix of major corporations, financial institutions and professional services firms on their related high-stakes matters, including securities class and derivative actions and federal investigations. Recent highlights include representing Deloitte & Touche in a settlement with investors, alleging it purchased inflated American Home Mortgage stock on assurances of the company’s well-being and scrupulous lending standards. Deloitte ultimately agreed to contribute $4.75m to the $37.25m fund established for investors. One of the firm’s largest clients is Merrill Lynch, which it has represented on numerous securities-related issues, and achieved a dismissal of a shareholder class action challenge to investments made in the Philadelphia Stock Exchange. Another key partner is Scott Musoff, who has worked alongside Kasner on most of the Merrill Lynch-related matters. Musoff also won a significant dismissal for Société Générale of a suit alleging that the bank knowingly understated its exposure to subprime mortgages through its CDO investments, and knowingly misstated the strength of its risk management controls after a French rogue trader put billions of euros at risk in unhedged trades. Other active partners include Susan Saltzstein, Seth Schwartz and Joseph Sacca.

Within White-collar criminal defense , Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Able to leverage off a ‘spectacularly strong’ blue-chip corporate client roster, in addition to picking up standalone mandates, Skadden, Arps, Slate, Meagher & Flom LLP excels in defending clients in high-stakes matters across every stage of the enforcement process including grand jury trials, agency investigations, and trials and appeals. Although the firm has lost of a number of leading lights in the past few years to competitors, including Robert Bennett and Carl Rauh to Hogan Lovells US LLP, the rebuilding process has begun, most notably in 2010 by the recruitment of former federal judge Stephen Robinson. Robinson adds further credibility to a 30-lawyer New York-based team that already has seven former federal prosecutors including ‘excellent’ team head David Zornow. Zornow recently entered into a deferred prosecution agreement on behalf of Frederick Schiff, former CFO of Bristol-Myers Squibb, successfully ensuring that all criminal charges were dropped against Schiff for his alleged role in a major securities fraud. He also recently successfully negotiated on behalf of Dell in relation to a five-year SEC investigation concerning disclosure issues regarding certain aspects of its commercial relationship with Intel, and into separate accounting and financial reporting matters. Benefitting from a comprehensive global network, the firm is also ‘very accomplished at handling FCPA matters’, be it in relation to transactional due diligence, compliance programs or the defense of government investigations and criminal/civil proceedings. John Carroll spearheads the firm’s FCPA practice and is currently engaged by a Fortune 100 company in a global corrupt payments investigation. Carroll has also been active in representing financial institutions and their senior officers in investigations arising out of the 2008 market collapse and recently represented the former CFO of Citigroup in connection with charges brought by the SEC relating to Citigroup’s disclosure of its exposures to CDO issues.

Media, technology and telecoms

Within Technology: data protection and privacy, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

At Skadden, Arps, Slate, Meagher & Flom LLP, Ivan Schlager in Washington DC leads a ‘professional, customer-focused and pragmatic’ team which assists in the development of successful legislative and regulatory strategies for major M&A transactions and provides counsel on structuring, negotiating and documenting transactions to address regulatory issues. Recommended as ‘extremely knowledgeable about industry and government regulations’, clients appreciate Schlager’s ‘timely, comprehensive and on the mark’ advice. Mick Tuesley is also recommended.

Within Technology: outsourcing, tier 4

Skadden, Arps, Slate, Meagher & Flom LLP represents vendors and customers in large complex outsourcing agreements, often supporting M&A transactions with IP and asset transfer elements. It represents large blue-chip companies, notably in the financial services industry in IT and e-commerce-related matters, as well as broader outsourcing deals involving business support and other functions. Attorneys also assist with in-sourcing and the termination and renegotiation of existing outsourcing arrangments. The firm’s network of international offices supports its capacity to handle offshoring transactions, notably involving providers based in India and China. Stuart Levi, head of the global sourcing group, represented Citigroup in connection with outsourcing agreements related to payments processing and IT and software development services. Rita Rodin Johnston and Jose Esteves focus on the IP aspects of complex outsourcing deals.

Within Technology: transactions, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP handles IT and e-commerce transactions ranging from single license agreements to multiparty global outsourcing deals and combines Wall Street credentials with sector expertise. Stuart Levi, co-head of the IP and technology group, has an industry background that helps him to understand the underlying drivers of agreements and transactions. Recent mandates included advising Novell in its acquisition by Attachmate and the concurrent sale of its intellectual property assets to CPTN Holdings in transactions worth $2.2bn, and EMC Corporation in its $2.25bn acquisition of Isilon Systems. Ivan Schlager represented Yahoo! as co-counsel in its ten-year partnership agreement with Microsoft. Jose Esteves specializes in IP monetization and finance, transactions relating to cleantech, pharma/biotechnology, IT, internet and media. West Coast partner Kenton King handles big-ticket technology deals, enabling the IT and e-commerce group to integrate technical expertise with the firm’s recognized transactional prowess. Other technology clients include SanDisk Corporation, Huawei Technologies USA and Citibank.

Within Telecoms and broadcast: regulatory, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s communications group is led by Antoinette Cook Bush, who is considered the ‘go-to person for political and technical advice on FCC regulation’. The team has repeatedly demonstrated that it offers the skills and resources to execute the most complex regulatory instructions and orchestrate compliance on large-scale complex transactions for flagship clients in the wireless, wireline and cable industries. These skills, in the context of a practice with ties to some of the largest names in media and broadcast, have given the team the ability to win high-profile engagements. Cook Bush represented ABC, CBS, FOX, NBC and Univision, the five largest broadcast networks, in defending the statutory retransmission consent regime, which permits broadcast station owners and networks to bargain for fair compensation in exchange for cable and satellite operators’ right to retransmit the broadcasters’ signals. She also advised Hargray Communications on the FCC’s review of its local switching support regulations and together with Cliff Sloan, who combines telecoms with media expertise, she advised Motion Picture Association of America (MPAA) on the FCC’s broadband plan, content piracy, and other proceedings at the FCC. Ivan Schlager’s clients include Huawei Technologies USA, a global telecommunications solutions provider. Jared Sher, who advises Viacom, News Corporation and Border Media, is singled out for praise. The group continues to represent Virgin Mobile in regulatory, business and transactional matters involving its mobile virtual network operator service offering, including federal and state regulatory compliance, and advises T-Mobile USA on various wireless regulatory and tax issues.

Within Telecoms and broadcast: transactional, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP handles big-ticket deals involving high-profile broadcasters and media giants. The combination of corporate and regulatory strength enables the communications group, led by Antoinette Cook Bush in Washington DC, whose clients include Virgin Mobile, Viacom and Univision Communications, to pick up high-profile instructions and prestigious clients. Recent highlights include Jared Sher representing Scripps Networks Interactive in its $975m joint venture with Cox Communications to acquire a controlling interest in the Travel Channel, and Ivan Schlager representing global telecommunications solutions provider Huawei Technologies. The firm’s international reach is another important advantage. Howard Ellin in New York represented News Corporation in its sale of a controlling stake in three Chinese television stations and a Chinese movie library to China Media Capital, a private equity firm. Together with Lou Kling, he represented News Corporation in its $11.5bn proposed acquisition of the remaining stake in British Sky Broadcasting Group. Clients include Border Media, Activision, XM Satellite Radio, Viacom, Alcatel-Lucent, Univision Communications, Credit Suisse, CIBC and Bank of America.

Mergers, acquisitions and buyouts

Within Antitrust, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s broad practice encompasses global M&A, government enforcement and criminal investigations, as well as trial and appellate litigation. The firm’s US offices are augmented by a growing international offering, notably a strong Asian presence and a growing team in Brussels. In New York, Neal Stoll handled all global filings for BlackRock regarding its $20bn acquisition of Barclays Global Investors from Barclays Bank plc including securing early termination from the FTC as well as unconditional phase I clearance from the European Commission. In Washington DC, Benjamin Crisman and John Lyons represented Merck KGaA on its $7.2bn acquisition of Millipore Corporation, a transaction for which the Washington DC and Brussels offices secured multiple clearances around the world. On the litigation front, Steven Sunshine, who joined the Washington DC office from Cadwalader, Wickersham & Taft LLP, is acting for Watson Pharmaceuticals on several matters including high-profile antitrust lawsuits brought by the FTC regarding “reverse payments” settlements. Sunshine is also defending the company’s CEO, Paul Bisaro, in a case that marks the first time a federal court has ordered discovery against the FTC for the purpose of ensuring that its enforcement of a subpoena during the course of an investigation would not amount to abuse of process. The firm’s dedicated sports law practice handles antitrust mandates for sports clients.

Within M&A: mega-deals ($5bn+), Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s ‘overall level of service is outstanding. It is the best firm we have used in this area’. Other clients say that the practice is ‘always our first choice on mega transactions. It understands all the issues that arise in an M&A transaction, is aware of the current trends in deals, and gets the deal done. Plus it is competent both at associate and partner levels, so you get good value for money’. In New York, senior partner Roger Aaron advised XTO Energy, an oil and gas explorer and producer, in its $41bn acquisition by Exxon Mobil Corporation, and assisted Greenhill as financial advisor to the committee of independent directors of Alcon, a pharmaceutical and medical equipment company, in the approximately $28bn sale of an additional 52.2% stake in Alcon to Novartis from Nestlé, the food and confectionery producer. Also in New York, Howard Ellin is the global co-head of the corporate transactions practices and M&A practices. Ellin advised News Corporation in its approximately $17.8bn proposed acquisition of the remaining stake it does not already own in British Sky Broadcasting Group. ‘Creative and highly responsive’ executive partner Eric Friedman has been involved in a number of significant transactions in the financial services industry. Friedman represented Citigroup in many of its most important M&A transactions over the past decade, including its 2010 sale of a stake in Primerica to private funds managed by Warburg Pincus as part of Primerica’s IPO, and its 2010 sale of the Student Loan Corporation to Discover Financial Services and Sallie Mae. Friedman also advised Deutsche Bank in its acquisitions of Berkshire Mortgage Finance and MortgageIT, a publicly traded REIT. New York head Eileen Nugent is ‘one of the most outstanding lawyers in the country’. Nugent advised Burger King Holdings in its approximately $4bn acquisition by 3G Capital Management. Kenton King heads the Palo Alto and San Francisco offices, and is also global co-head of the firm-wide corporate transactions practice. King advised Visa in its pending approximate $2bn acquisition of CyberSource Corporation, a provider of online payment, fraud and security management systems. The deal is the first significant acquisition for Visa since it went public in 2008. King also acted for Yahoo! in its sale of Zimbra, a computer software designer, to VMware, a software developer. Jeffrey Cohen is the corporate group leader in the Los Angeles office. Cohen represented Pierre Foods, a portfolio company of private equity firm Oaktree Capital Management, in connection with the proposed merger with Advance Foods Company and its joint venture. Robert Pincus heads the corporate practice in Wilmington, and acted for OSI Pharmaceuticals in its response to an unsolicited offer from Astellas Pharma (Japan) and its ultimate acquisition by Astellas for $4bn, one of the largest hostile matters of the year. Also in Wilmington, Steven Daniels assisted Applied Biosystems in its approximately $10bn acquisition by Invitrogen. The Washington DC office advised Allegheny Energy in its $4.7bn acquisition by FirstEnergy Corp, which was structured as a stock-for-stock transaction. In Illinois, Brian Duwe was the lead attorney in the representation of CF Industries, a producer of fertilizer products, in a multi-party hostile takeover bid that ended when CF acquired rival Terra Industries for approximately $4.7bn, while at the same time fending off a hostile bid from Agrium of Canada. Susan Hassan advised Qwest Communications, which announced a definitive agreement under which CenturyLink will acquire Qwest in a tax-free, stock-for-stock transaction. The deal reflects an enterprise value for Qwest of approximately $22.4bn and creates the third largest telecommunications company in the US. In Chicago, Peter Krupp serves as global co-head of corporate transactions. He regularly represents private equity firms as well as several of the firm’s corporate and investment banking clients on a wide variety of transactions. Rodd Schreiber recently represented CME Group in its $10.6bn contested acquisition of CBOT Holdings, the parent company of The Chicago Board of Trade. Schreiber’s ‘advice is greatly valued’. Boston office leader Margaret Brown played a key role in advising Merck (Germany) in its $7.2bn acquisition of Millipore Corporation, a life sciences company. Margaret Cohen is ‘a very good lawyer. She is very dedicated and client-oriented’. In Houston, Frank Bayouth acted for BJ Services Company in its $5.5bn acquisition by Baker Hughes, a provider of oil and gas services. A number of clients point to New York partner Peter Atkins as being ‘one of the best M&A lawyers in the US’.

Within Private equity buyouts, tier 4

Skadden, Arps, Slate, Meagher & Flom LLP may not have the same intense focus on the private equity sector as some of its leading Wall Street rivals, but its unrivalled M&A experience has led many top buyout funds to instruct the firm on their most challenging deals, including Blackstone, Avenue Capital Group, The Gores Group, TPG Capital, Fortress Investment Group and Vulcan Capital. Big ticket highlights included representing a Blackstone led consortium on the $17.6bn acquisition of Freescale Semiconductor back in 2006. The firm has been particularly successful in Asia, where it advised Blackstone and Capital International as lead investors in the $600m acquisition of Dili Group. The firm also represented Carlyle Asia Pacific Buy-Out Fund II in its sale of a 49% stake in Yangzhou Chengde Steel Tube. In Europe, the firm has built a strong connection to Doughty Hanson. New York-based Eileen Nugent is the firm’s most recognised private equity expert in the US.

Real estate and construction

Within Real estate, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP is a ‘top-notch firm’ with real estate attorneys operating out of its offices in California, Chicago and New York. Deemed to be ‘superb in all areas’, this 16-partner department is particularly recognized as an ‘industry leader for real estate workouts’. Global practice leader Wallace Schwartz represented Société Générale Group in a complex three-party transaction concerning a 500,000 sq ft lease for its New York headquarters; and acted for BlackRock Realty Advisors on a high-value transaction involving internationally managed accounts and real estate funds. In support of the firm’s significant gaming practice, Schwartz also represented Penn National Gaming regarding gaming projects in New York, Ohio, Maryland, Kansas and Texas. The highly regarded Harvey Uris, global head of real estate finance, acted for JPMorgan Chase Bank and German American Capital on a $2bn mortgage loan origination to Paulson & Co and Blackstone Real Estate Partners VI for the acquisition of certain assets from Extended Stay. Uris also represented Toll Brothers on its acquisition of a 40% stake in AmTrust CADC Venture LLC from FDIC. The highly regarded Martha Feltenstein represented Fortress on its $1.7bn debt refinancing of Intrawest ULC and some of its affiliates. The ‘excellent’ and ‘technically strong’ Evan Levy represented Credit Suisse and its affiliate Column Financial on multiple bankruptcy and restructuring matters regarding credit facilities and loans secured on hotels, condominiums and casinos. Levy also represented Wynn Resorts on refinancing $1.7bn of mortgage notes, and on the modification and extension of a $782m syndicated bank credit facility secured against Wynn Las Vegas and Encore Las Vegas Casinos and Hotels. Benjamin Needell’s judgment and technical skills are of the ‘highest order’; he recently represented Larry Silverstein on the $2.6bn Liberty bond financing of the new third and fourth towers at the World Trade Center site. The highly regarded Neil Rock represented RREEF America REIT III and RREEF Global Opportunities Fund II on the restructuring of certain debt facilities. Meryl Chae represented Nationwide Health Properties in a $1.75bn transaction with Pacific Medical Buildings, which included the acquisition of a portfolio of medical office buildings and a 50% interest in a property management company. Allan Mutchnik – who is outside counsel to Harbor Freight Tools and Activision Blizzard – is recommended, as is Vered Rabia.

Tax

Within Domestic tax: Central, Skadden, Arps, Slate, Meagher & Flom LLP is a second tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s Chicago tax practice group is ‘fantastic – user friendly, knowledgeable, and practical in advice’. Clients also comment that junior partners are used effectively and, consequently, that fee levels are very fair. With a strong client base in Illinois and the mid-west, members of the group also make a significant contribution to the national team. Recommended senior members include Louis Freeman, who ‘has exceptional tax expertise’, and clients note that ‘if tax lawyers had a Hall of Fame, John Rayis would be elected unanimously on the first ballot’. David Polster is ‘scary smart and adept at bringing solutions to difficult problems’; he recently provided tax advice to Canadian travel services provider and investor Intrawest, in its successful $1.7bn loan refinancing. Real estate sector expert David Levy advised Circuit City Stores through its Chapter 11 bankruptcy, including a $1.1bn debtor-in-possession financing and a $1bn liquidation. Nathaniel Carden focuses on transfer pricing and operational tax planning, and Maxwell Miller has a broad business-oriented advisory practice. Andrew Kenoe counseled BlackRock through its participation in the public-private investment program which was established under the Troubled Asset Relief Program (TARP). Practice clients include AutoNation, Level 3 Communications, Potlatch Corporation, VeraSun Energy and US Airways.

Within Domestic tax: East Coast, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s tax group ‘consistently provides exceptional service, response times are great and acumen and industry knowledge are superior to other firms’. Clients comment that the tax team ‘doesn’t drop out of sight when the deal is done like some firms, it follows up and finishes the job’. The largest and strongest domestic tax team is based in New York, with several heavyweight lawyers in Washington DC, and seamless accessibility to the talent of domestic and global network. New York-based tax group co-chair Matthew Rosen, one of the top US M&A tax attorneys, works alongside deal-driving Stuart Finkelstein. Also in New York, Pamela Endreny’s ‘knowledge of the tax code and financial industry trends is at the highest level’, while Katherine Bristor advises in numerous high-value transactions; recent assignments include advising Great Plains Energy through the tax issues of its $2.7bn acquisition of natural gas and electricity distributor Aquila. Diana Lopo is also recommended. In Washington DC, restructuring tax guru André LeDuc’s latest headline Chapter 11 cases included Hayes Lemmerz International and Hostess Brands. Commended for transactions expertise are Jessica Hough, who advised BJ Services in its $5.5bn acquisition by Baker Hughes, and Cliff Gross, ‘a superb tax lawyer and leader who inspires confidence in everything he handles’. The tax group advises numerous blue-chip clients including Oaktree Capital, Schering-Plough, Pfizer and Banc of America Securities.

Within Domestic tax: West Coast, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s Los Angeles tax group, which ‘staffs leanly’ to give good value, provides ‘excellent service in terms of quick response time, full reflection on issues, and mature risk assessment’. Michael Beinus is ‘very good at tax planning’. Moshe Kushman, who has a nationwide client following, and a solid cross-border transactional practice, represented Carlyle Asia Pacific Buy-Out Fund II in the sale of a 49% stake in China’s Yangzhou Chengde Steel Tube Company to Precision Castparts; the deal was the second-largest private equity exit from China. Practice clients include Westwood One, Deutsche Bank Securities and BHP Billiton Finance.

Within Employee benefits and executive compensation, Skadden, Arps, Slate, Meagher & Flom LLP is a third tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s five partner executive compensation and benefits practice group is ‘excellent – in response time, expertise and appropriateness of advice’. Stuart Alperin leads the broad-based and experienced group from New York, where Neil Leff ‘does a great job, and Regina Olshan ‘has an incredible command of the law’. Joseph Yaffe in the Palo Alto office is ‘creative, accessible and friendly and has great depth in equity compensation issues’, and Los Angeles-based Michael Lawson is ‘an extraordinarily good lawyer and a joy to work with’. The firm advised BlackRock on the highly complex compensation issues of its $20bn acquisition of Barclays Global Investors to create BlackRock Global Investors. The group has advised Burger King, Merck, Süd-Chemie AG and Valeant Pharmaceuticals.

Within Financial products, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s key financial products tax lawyers are based in New York and Chicago. Clients praise the firm’s effective team building, which facilitates the ‘positive contribution which the tax people bring to complex and novel structures’, as well as to the efficient handling of all types of securitization and debt issuance. The clients assisted range from investment banks to investment managers, and from blue-chip corporates raising capital to private equity partnerships. A particular expertise in REIT instructions is noted. In New York, Kirk Wallace, ‘especially strong on regulated investment company matters’, has long expertise in complex derivatives and insurance and reinsurance-related issuances; Wallace advised the state-owned Egyptian General Petroleum Corporation in a $2bn oil and naphtha-linked financing raised through a syndicated bank facility, and Pamela Lawrence Endreny, recommended for financial products and derivatives advice, recently assisted Nasdaq-listed Gilead Sciences in its $2.2bn Rule 144A offering of convertible senior notes in two tranches. Edward Gonzalez is recommended for his innovative approach. In Chicago, David Levy is expert in REITS and debt restructuring, and Andrew Kenoe is ‘very knowledgeable about regulated investment companies’. Clients include Bank of America, Bank of Scotland, Citigroup Global Markets and HSBC.

Within International, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP has ‘world-class thought leaders in international tax planning, which increasingly includes non-US tax advice, and transfer pricing’. The international tax practice, which is instructed in numerous transactions of extreme complexity, is co-ordinated from Washington DC by Paul Oosterhuis and Eric Sensennbrenner, who are ‘outstanding – they bring deep technical knowledge and can also formulate practical, actionable advice’. Also in Washington DC, former international counsel at the Department of Treasury Hal Hicks advises in many major international transactions, including, in June 2010, the Valeant Pharmaceuticals International $3.5bn merger with Biovail Corporation of Canada. Nine US partners specialize in international tax and, as well as Washington DC, are resident in New York, Los Angeles and Chicago. Recommended lawyers in New York include Dean Shulman, who is ‘very knowledgeable while also being pragmatic, and more than capable of going toe-to-toe with other highly-regarded firms’, and the ‘clear thinking’ Diana Lopo. Sally Thurston advised Irish headquartered, NYSE-listed Covidien through the tax aspects of several of its acquisitions and dispositions, including the $2.6bn takeover of ev3 Inc, and Edward Gonzalez, recommended for M&A transactions, advised Energias de Portugal in the $2.9bn acquisition of Horizon Wind Energy from Goldman Sachs. Clients include Seawell Limited, Merck, BNP Paribas, Evraz Group and Seat Pagine Gialle.

Within Tax controversy, Skadden, Arps, Slate, Meagher & Flom LLP is a first tier firm,

Skadden, Arps, Slate, Meagher & Flom LLP’s tax controversy group has a well-balanced spread of age and experience. Typical instructions include complex tax audits, stock option back-dating, high-value IRS disputes, promoter penalty fast-track proceedings, tax fraud investigations, and formal and informal IRS rulings. The Washington DC-centered tax group has ‘the best assembly of former government people in the market’, co-head Fred Goldberg, and Kenneth Gideon served in senior government positions in tax policy and administration, and members of the team have represented clients in every level of court. In recent instructions, Albert Turkus has been involved in two major trials before the US Tax Court on behalf of clients Hewlett-Packard and Axcess Financial, and B John Williams, who served as chief counsel to the IRS, has been representing a company in an administrative appeal pending before the IRS concerning a proposed disallowance of interest accrued on intercompany financing amounting to $302m each of the fiscal years 2003, 2004 and 2005; the matter is now expected to litigate. Alan Swirski acted for Entergy in the US Tax Court in a nuclear industry issue concerning plant decommissioning liability. Julia Kazaks has built a strong reputation in employee/contractor classification, and the economic substance and business purpose doctrines; she regularly represents clients in the pharmaceutical, energy and transportation sectors. Pamela Olson has a reputation for understanding the business issues underlying tax disputes, and includes master partnerships, life assurance and not-for-profit expertise in her broad practice portfolio. Susan Seabrook, recommended for all insurance and reinsurance controversy, joined the Washington DC as of counsel from Latham & Watkins LLP in the fall of 2010. The team also handles complex tax fraud and professional standards instructions. The group’s recent clients include the American Council of Life Insurers, Wells Fargo and Bank of New York Mellon.


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