The Legal 500

Within Capital markets: debt offerings, Vinson & Elkins L.L.P. is a third tier firm,

Vinson & Elkins L.L.P.’s securities practices has substantial experience in advising issuer clients, and assists in investment-grade debt transactions through to high-yield debt deals. Headquartered in Houston, the firm has a well-established master limited partnership (MLP) client base, and continues to maintain a very high profile in the energy sector, where it has a superb track record. Highlights for the team included advising Anadarko Petroleum Corporation in a $2bn senior notes offering, and also representing Continental Airlines in a $230m offering of convertible notes. Dallas-based Rob Little acted as co-counsel regarding Energy Future Holding Company’s $2.18bn offering of senior secured notes. Houston-based Mark Kelly leads the capital markets practice and is recommended for his knowledge in the arena. Hunstman International and Clear Channel Worldwide Holdings are also clients on the high-yield side.

Within Capital markets: equity offerings, Vinson & Elkins L.L.P. is a third tier firm,

The Houston-based capital markets practice at Vinson & Elkins L.L.P. has an excellent reputation as issuer counsel to major corporates in the oil and gas sector. Whilst energy remains a key focus for the firm, the team also has experience in advising clients in the aviation, technology and telecommunications industries. The group is well known for its active MLP practice, and is a leading firm in advising MLP issuer clients. Recent MLP mandates include representing PAA Natural Gas Storage in its $290m IPO, Chesapeake Midstream Partners in its $513m IPO, and Rhino Resource Partners in its $76m IPO. Chairing the practice from Houston, Mark Kelly advised Energy XXI (Bermuda) in several common stock and convertible preferred stock offerings aggregating $555m. The team represented Concho Resources in a $228m common stock offering, and assisted Lexicon Pharmaceuticals in a $111m common stock offering. The firm also handles work for managers, and in August 2010 Doug McWilliams represented Barclays Capital as lead underwriter in connection with the $417m offering of common units by Regency Energy Partners. Catherine Gallaher in Washington DC, Alan Beck in Houston, and Mike Rosenwasser in New York are highly recommended.

Within Project finance, tier 4

Vinson & Elkins L.L.P.’s practice attracts much praise from clients, who rate its ‘near-perfect response time, excellent business acumen and their advice, which is a good mix of risks and business outcome’. The main base of the project finance group is Houston, and the firm has an enviable reputation in oil and gas; its team of energy transaction lawyers is ‘not only deep, but also among the best available’. This sector skill is bolstered by a good network of worldwide offices, particularly its Dubai operation. The team advised Reliance Marcellus in its joint venture with Atlas Energy, in which the former acquired a 40% interest in several hundred thousand acres leased by Atlas in the Marcellus Shale play for a total price of $1.7bn; and also acted for Apache Corporation on the development of a liquefied natural gas liquefaction plant and export terminal, to be located in British Columbia and the first such project in Canada. In the power sector, a team led by Mark Laufman, Mark Spivak and Steve Angle assisted Allegheny Energy on the development of the $1.2bn Trans-Allegheny Interstate Line (TrAIL) project, and also on its participation in a joint venture to develop the separate $2bn Potomac-Appalachian Transmission Highline (PATH) project. Houston-based Glenn Pinkerton is regarded not only as an excellent lawyer but also as ‘a trusted business partner’; and Mark Spradling, also in Houston, is ‘excellent’, with ‘great attention to detail and complete availability’. Also recommended are Boyd Carano in Palo Alto, and James Tipton and John Connally in Houston; all are ‘attentive to their client’s needs’ and bring a ‘thoughtful and pragmatic approach to dealmaking’.

Within Energy: litigation, Vinson & Elkins L.L.P. is a second tier firm,

Vinson & Elkins L.L.P. is ‘a leader in the energy field’ and is ‘truly excellent’. The Houston-based practice is especially known for oil and gas work, in which clients say it is ‘unbeatable’; the firm has ‘key trial lawyers’ in this space. Clients also include exploration and production companies, pipelines, producers, fossil, nuclear, and cogeneration power plant operators, clean-energy providers, state-owned energy companies and major financial players in the energy industry. The firm successfully defended Regency Energy Partners, following a two-week trial, in which Keyes Helium sought between $13m and $32m in damages regarding the shutdown of Regency’s gas processing plant in Kansas. The plaintiff alleged that Regency shut down its plant in an attempt to avoid its contract to supply Keyes with crude helium. Clients also include Duke Energy, Kinder Morgan CO2 Company, Pioneer Natural Resources USA, Plains All American Pipeline and Shell Oil. James Thompson heads the group and has ‘excellent knowledge, is efficient and knows the oil and gas business well’. Mark Rodriguez is ‘intelligent and understands businesses’. Guy Lipe is involved in some of the biggest energy cases and is ‘remarkable’. Associate Matthew Stammel is ‘tough when he needs to be and conciliatory when he needs to be. He puts the client’s interest first and puts his own ego aside’. Karl Stern is also highly recommended.

Within Energy: transaction and regulatory, Vinson & Elkins L.L.P. is a second tier firm,

The energy practice at Vinson & Elkins L.L.P. is predominately Houston-based and clients say that it is ‘among the best’ and ‘provides a very good service’. It has expertise in LNG and electric matters, but is best known for its oil and gas expertise and is ‘one of the firms that you always come across in significant matters’. The firm advises on M&A, joint ventures, project developments, financings, environmental matters, tax cases, IP matters, restructurings and regulatory proceedings including regulatory counsel to help navigate through government proceedings and investigations. Clients include Duke Energy, Shell Oil Company and Anadarko Petroleum Corporation. Marcia Backus heads the firm’s corporate department and is active advising oil and gas companies on transactional matters. Trina Chandler is active on the power side and is highly regarded.

Within Environment: litigation, Vinson & Elkins L.L.P. is a third tier firm,

With particular strength in Texas, Vinson & Elkins L.L.P.’s 16-partner environmental practice has strength in civil litigation and criminal defense, contested permitting, compliance counseling, project siting and development, and the resolution of environmental issues associated with certain transactional matters. The firm is defending BP on defense of investigations, and enforcement actions initiated by the EPA, the US Chemical Safety and Hazard Investigation Board, the US Occupational Safety and Health Administration, the Department of Justice, the US Attorney for the Southern District of Texas, and the state environmental agency. Other highlights included obtaining a victory for Waste Management of Texas in the ongoing litigation over the clients’ expansion of its Mesquite Creek Landfill in Comal and Guadalupe counties. The firm also successfully handled environmental challenges for KBDJ, the owner and operator of a rock quarry and crusher on the Edwards Aquifer Recharge zone, which involved a suit brought by the City of Austin and others challenging KBDJ’s authorization for its limestone quarry located in Hays County, Texas. It also advises clients such as Sandy Creek Energy Associates, LP and Sunflower Electric Power, Maxus Energy Company and Tierra Solutions. Houston-based Carol Dinkins and Robert Schick co-head the team. George Wilkinson Jr in Houston and Austin-based Bryan Moore are also recommended.

Within Environment: transaction and regulatory, tier 4

With ‘excellent capabilities in Texas’, Vinson & Elkins L.L.P. ‘provides a very good service’ and is ‘an able player for transactional and regulatory matters relating to environment’. The group has a strong reputation for securing key permits for development projects, including air permits in Texas and other states for power plants and other industrial establishments, water supply and wastewater discharge permits, and approvals for multi-state projects including pipelines and power transmission lines. It is also regarded for advising clients on structuring transactions to minimize or reduce environmental risks. It represented private equity firm Paine & Partners on environmental matters relating to its acquisition of three oilfield service companies. The acquisition involved the assessment of environmental conditions and an evaluation of environmental compliance at a large number of oilfield waste disposal facilities in five states; an evaluation of the expandability, estimated future service life, and potential remediation and closure costs at each facility; an analysis of the permitting at each facility and advice regarding the transferability of each permit; and representation of the client in negotiations with each seller, a consortium of lenders, and environmental insurance providers. Houston-based Robert Schick and Carol Dinkins lead the team.

Within Leading trial lawyers Leading trial lawyers

Within Supreme Court and appellate, Vinson & Elkins L.L.P. is a third tier firm,

In 2009, Vinson & Elkins L.L.P. recruited John Elwood, a former assistant to the solicitor general, thus significantly strengthening its base in Washington DC and augmenting the firm’s ‘elite’ Texas-based practice. Practice co-head Marie Yeates in Houston is ‘an excellent appellate lawyer with a proven track record’, while Gwendolyn Samora is recommended for her ‘outstanding judgment and experience’, and co-chair Thomas Leatherbury is also highly recommended. A major highlight for the team was representing Fluor Corporation in obtaining appellate reversal of a $100m judgment against it. Vinson & Elkins L.L.P. was not involved in the original trial, but was brought in for the appeal and has been appointed as trial counsel for the retrial.

Within Technology: transactions, tier 4

Vinson & Elkins L.L.P. in Texas advises private and corporate venture capital investors, private equity firms, and investment banks. Supported by a strong intellectual property practice, it represents sellers, purchasers, targets, and financial advisors in M&A and other transactions. The practice expanded in 2010, with a new Palo Alto office focusing on cleantech and renewable energy. Austin-based practice head William Volk and Robert Kimball in Dallas represented longstanding client Dell in its $3.9bn acquisition of Perot Systems. Together with Kyle Fox, who heads the Palo Alto practice, Volk represented Austin-based Lifesize Communications in its $405m sale to Logitech International. Nick Fox, the ‘up and coming’ Wes Jones and Chris Schmitt, also in Austin, are recommended.

Within M&A: middle-market ($500m-999m), Vinson & Elkins L.L.P. is a second tier firm,

Vinson & Elkins L.L.P. has successfully expanded its Texas energy roots to capture M&A business across a variety of industries including airlines, technology and consumer goods. Highlights included advising Energy Transfer Equity in its $900m acquisition of the general partner of Regency Energy Partners from GE Energy Financial Services, and representing Concentra in its $790m all-cash sale to Humana. Concentra was owned by private equity firm Welsh, Carson, Anderson & Stowe, who have had ties with Concentra for nearly 20 years. Texas-based Oil States International was assisted in its $650m pending acquisition of the publicly traded MAC Services Group, which is also an Australian-based diversified support services company owned by Marley Holdings. In the large deal space, the practice recently represented Continental Airlines in its $3.47bn all-stock merger with UAL Corp’s United Airlines. In addition, the firm represented Southwest Airlines in its $3.4bn acquisition of AirTran Holdings. The practice also represented Dell in its transaction to acquire Perot Systems for $3.9bn in a tender offer, and assisted with Devon Energy Corporation’s $7bn agreements to sell off all of its deep Gulf of Mexico, Brazilian and Azerbaijan assets to BP, as well as purchasing a 50% interest in an oil sands project in Alberta, Canada, and agreeing to enter into a joint venture to develop this oil sands project. Pioneer Natural Resources was assisted in its M&A transaction with an affiliate of Indian energy company, Reliance Industries. Under the agreements, Pioneer sold a 45% interest in several hundred thousand acres leased by Pioneer in the Eagle Ford Shale play for a total price of $1.15bn. The firm also represented CNOOC in its $2.2bn investment in a third of Chesapeake Energy’s oil and gas assets in a south Texas shale deposit, marking the largest Chinese purchase of US energy assets as of October 2010. The firm also maintains a continued commitment to private equity firms and has established long-term relationships with private equity clients within and beyond the US. In private equity deals, the team acted as legal counsel to Sturm Foods, a North American-based packed food company, HM Capital in the $660m sale to Treehouse Foods, and represented Wayzata Investment Partners in its $213m acquisition of power generation assets at the Gila River Power Station in Maricopa County, Arizona, from Entegra Power Group. Dallas-based Robert Little advised Kohlberg Kravis Roberts & Co and TPG Capital in connection with its $45bn acquisition of TXU Corp, and assisted Haggar, a publicly held apparel company, in its sale to a group of private equity firms. Dallas-based Alan Bogdanow is a key contact. Houston-based practice head Keith Fullenweider is widely praised by clients.

Within Private equity buyouts, tier 5

Vinson & Elkins L.L.P. has employed its energy sector expertise to great effect in respect of representing major private equity sponsors. Some of the world’s largest private equity funds now turn to the firm for their energy, power and infrastructure investments and acquisitions, including sponsors such as TPG, KKR and Warburg Pincus. Energy, power and infrastructure focused houses such as Riverstone Holdings and Global Infrastructure Partners are also regular clients. Distressed investor Lonestar is another key client, while the firm has worked with sovereign wealth funds such as China Investment Corporation (CIC). TPG, in particular, has become a blossoming relationship, with the firm representing it on its $500m control investment in Houston-based Valerus Compression Services. In 2010, the firm also advised Riverstone Holdings on its equity commitment to biomass renewable energy company Intrinergy Holdings. Houston-based head of M&A and private equity Keith Fullenweider is highly recommended, as are co-head of the corporate department Scott Wulfe and Dallas partner Winston Oxley.

Within Construction (including construction litigation), tier 5

‘Top-notch’ firm Vinson & Elkins L.L.P. has a strong presence in Texas, with a primary focus on projects in the energy sector. The team consists of trial and arbitration lawyers with significant construction experience, and transactional attorneys who prepare construction contracts. Work highlights included successfully winning a case for EPC company Fluor Corporation and one of its engineers in an appeal against a Beaumont trial court judgment which awarded $100m in damages against the client; Beaumont Court of Appeals reversed the judgment, remanding the case for a retrial. Other construction clients include Bechtel Corporation, NRG Energy and The Port of Houston Authority. The practice is led by Ferguson McNiel, who has more than 30 years of broad litigation experience. Also of note is the ‘deal-savvy’ Karen Leigh Tucker White, who advises on contentious and non-contentious construction issues. Clients describe her as ‘very experienced and in the know’

Within Domestic tax: Central, tier 4

Vinson & Elkins L.L.P. has developed deep expertise in the tax aspects of oil, gas and energy industries, particularly in the structuring of master partnerships. The team acted as tax counsel for several recent formations and initial public offerings for master limited partnerships including PAA Natural Gas Storage, Niska Gas Storage Partners and Chesapeake Midstream Partners. ‘Up with the best’ in oil and gas corporate transactions, the Texas lawyers work closely with colleagues in Abu Dhabi and Dubai on middle eastern and asian cross-border instructions. George Gerachis, in Houston, heads the department, and in the same office, Tim Devetski advised BG Group on structuring the $450m sale of its US power assets to Energy Capital Partners. In Dallas, Thomas Crichton is recommended. Tax clients include Lone Star, Halliburton and Cameron International.

Within Employee benefits and executive compensation, tier 5

Vinson & Elkins L.L.P. has ‘unrivalled expertise in the very high-profile and complex area of executive compensation’. George Gerachis heads the broad-based group from Houston. Recommended lawyers include Dallas-based David D’Alessandro, who has an ‘encyclopedic knowledge of executive compensation and related tax matters, and offers constructive, creative advice, and an innovative approach’, and Shane Tucker who provides employee benefits and executive compensation support to Dell in connection with their acquisition activity. In Austin, Miriam (Dusty) Burke provides Forest Oil Corporation with ongoing advice on executive compensation and employee benefit matters. Active clients include Conch Resources, Flowserve and Southwest Airlines.

Within International, tier 4

Vinson & Elkins L.L.P. strong following of oil and gas clients generates numerous international tax challenges; in recent instructions, Edward Osterberg, of counsel in Houston, provided tax advice to Norway’s Statoil on a joint venture with Sinochem Group, which paid $3bn to Statoil ASA for 40% of the Brazilian offshore Peregrino field. Timothy Devetski, who provides ‘clear to understand, jargon-free advice’, is assisting Apache Corporation’s Canadian subsidiary, which owns a 51% stake in the planned Kitimat liquefied natural gas export terminal in British Columbia. Clients include BG Group and Niska Gas Storage Partners.

Within Tax controversy, tier 5

Vinson & Elkins L.L.P. tax controversy group ‘always has its client’s needs in mind – the attorneys go out of their way to meet deadlines’. Department head George Gerachis from Houston, who ‘provides the highest quality of service with the appropriate level of advice’, has represented Halliburton in federal income tax disputes involving a variety of domestic and international issues, including research and development tax credits relating to Halliburton’s oilfield services technology. The team includes Donald Wood in Austin, who includes complex estate tax matters within his expert practice, and a very promising associate in Houston, Tobey Forney, who is ‘professional, personable, practical and very good at research and establishing positions’. Clients include Hines Interests, Transocean and Thomas Properties Group.