The Legal 500

Within Corporate restructuring, Wachtell, Lipton, Rosen & Katz is a second tier firm,

While it may be smaller than other competitor firms, Wachtell, Lipton, Rosen & Katz’s ‘outstanding’ team punches well above its weight and is regularly involved in many of the highest-profile national and international bankruptcy cases for a predominantly creditor client base. At the heart of activity at the cusp of the financial meltdown, the team is praised for its ability to handle ‘high-profile, sophisticated and politically sensitive’ cases, as evidenced by its recent representation of the US Department of Treasury on its rescue investment in the conservatorship of Freddie Mac and Fannie Mae. Other notable mandates include its representation for bank groups in both Masonite and Spectrum Brands’ Chapter 11 cases. The group also regularly works in tandem with its corporate and finance group on distressed M&A transactions, as exemplified by its representation of Man Financial on its acquisition of Refco’s futures business in a contested auction. The practice also benefits from a strong litigation presence. This contentious expertise was recently brought into play in relation to its defense of JPMorgan in a multibillion-dollar avoidance and damage claim lawsuit brought by Lehman and its creditor committee. The undoubted star is the ‘peerless’ Harold Novikoff, who also heads the team. Praised for his ‘sheer excellence and intellectual rigor’, Novikoff is at the heart of the majority of the marquee mandates handled by the firm, including its representation of JPMorgan, one of the largest creditors of Lehman. Other recommended individuals include distressed M&A specialists, the ‘very high quality’ Scott Charles and the ‘very strong’ Eric Rosof, as well as Richard Mason, who has a robust practice with a bias towards representing bank and bondholder groups. All the recommended lawyers are based in New York.

Within Real estate investment trusts (REITs), Wachtell, Lipton, Rosen & Katz is a third tier firm,

Wachtell, Lipton, Rosen & Katz is a ‘go-to firm for REIT-related M&A’; indeed it eschews IPOs and securities filings to provide focused transactional, restructuring and recapitalization advice, as well as some fund formation work. Its narrower ambit places it in stark contrast to all the other ranked firms, which cast a much wider net of REIT services, giving it the distinctive edge it requires to dominate in its chosen disciplines. Restructuring and recapitalization of distressed entities defined the practice’s workflow in 2010, including advising Ventas on its $3.1bn acquisition of Atria’s senior housing portfolio and on its $2bn acquisition of Sunrise Senior Living REIT. The team also advised Morgan Stanley in connection with the embattled Revel casino project in Atlantic City and on its collaboration with Onex for the $1.25bn acquisition of Town & Country Trust. Other highlights included advising clients such as Apollo Real Estate Advisors, UBS PaineWebber and Lazard on real estate opportunity funds. Robin Panovka is an M&A expert, while David Einhorn delivers ‘efficient, incisive tax advice’.

Within Securities: shareholder litigation, Wachtell, Lipton, Rosen & Katz is a second tier firm,

‘As good as they come’, Wachtell, Lipton, Rosen & Katz has an outstanding reputation based on its ‘invaluable experience in high-stakes cases’, not only among clients but with rival law firms. While the firm doesn’t have a structured securities litigation group, the ‘very talented’ partners who focus on this area are among the very best. George Conway III has an excellent reputation, and his recent work on behalf of National Australia Bank has had a huge impact on securities litigation. Morrison v National Australia Bank ultimately went to the US Supreme Court, where Conway argued on behalf of the respondent. The Court ruled that Section 10 (b) of the Securities Exchange Act does not apply extraterritorially to claims of so-called ‘foreign-cubed’ plaintiffs (foreign investors who purchased securities of foreign issuers on foreign exchanges). More recently, he also won a case for European Aeronautic Defence & Space Co. which dismissed ‘foreign-squared’ claims by American plaintiffs who purchased foreign company shares on foreign exchanges. These precedent-setting cases have had a huge impact on subsequent disputes. Other experienced partners at the firm include Lawrence Pedowitz and Eric Roth, who between them share over 55 years of experience in complex securities litigation. The practice is particularly well regarded in securities-related disputes emanating from company takeovers.

Within White-collar criminal defense , tier 4

Elite New York-based powerhouse Wachtell, Lipton, Rosen & Katz provides ‘invaluable experience in high-stakes cases’ for major corporates and leading financial institutions across the waterfront of offences including accounting and securities fraud, cartel behaviour, FCPA violations and tax fraud. Although the group is active across many industry sectors, it is undoubtedly best-known for its expertise within the financial services industry, where it is viewed as a firm ‘at the very top of the tree’. Across many of the hot-button issues affecting the industry, the firm represented UBS in connection with the resolution of criminal and civil tax investigations by the DOJ, IRS and SEC. It also recently concluded its work on behalf of Citigroup, when the bank agreed to pay the SEC a $75m fine against allegations that it failed to disclose subprime exposure to investors. Able to tap into the expertise of its pre-eminent corporate practice that has stood at the vanguard of corporate governance issues, the team excels at high level counselling work and internal investigations. ‘Very responsive, smart and practical’, the team is praised for its ‘hardworking’ practitioners including ‘legendary’ team head Lawrence Pedowitz, the ‘terrific’ Jonathan Moses, John Savarese and the ‘up and coming’ David Anders.

Within Antitrust, tier 4

Operating out of New York, Wachtell, Lipton, Rosen & Katz’s antitrust practice works closely with the firm’s corporate department to provide specialist advice and support on a prolific and wide range of merger transactions. Recent highlights include acting for CenturyTel on its acquisition of Qwest Communications International and advising Novartis on its $49.7bn acquisition of Alcon from Nestlé. On the sell side, it advised Airgas on an unsolicited offer from Air Products & Chemicals; and Terra Industries on its $4.7bn sale to CF Industries. Recommended individuals include Ilene Gotts, a former staff attorney at the FTC’s Bureau of Competition; Damian Didden, a former trial attorney with the Antitrust Division of the DOJ; and David Neill, who has represented the buyer or seller in most of the largest US financial institution mergers. The team is also well placed to deal with international merger matters and has experience of working with a number of international antitrust regulatory agencies.

Within M&A: mega-deals ($5bn+), Wachtell, Lipton, Rosen & Katz is a first tier firm,

Wachtell, Lipton, Rosen & Katz is recognized as a ‘fantastic firm’ for take-over defense, shareholder activism and corporate governance. Its major cross-border or non-US representations ranging from mega to large deals have included advising: Chesapeake Energy in its $2.2bn sale to CNOOC; Genzyme in its defense against an $18.5bn hostile tender offer by Sanofi-Aventis; Televisa in its $1.2bn investment in Univision; Talecris Biotherapeutics in its pending $3.4bn merger with Grifols; Phillips-Van Heusen in its €2.2bn acquisition of Tommy Hilfiger; Atlas Energy in its $1.7bn joint venture with Reliance Industries; Novartis in its $50bn acquisition of a majority stake in Alcon and its proposal to acquire the public minority; Terra Industries in its $4.7bn sale to CF Industries; and Acciona in its €42.5bn acquisition of Endesa in partnership with Enel. Recent major US representations have included: Cardinal Health in its pending $1.3bn acquisition of Kinray; Ventas in its pending $3.1bn acquisition of Atria Senior Living Group; Atlas Energy in its pending $4.3bn acquisition by Chevron Corporation; Momentive Performance Materials Holdings in its $7.5bn merger with Hexion; Creative Arts Agency in its sale of a minority interest to TPG Capital; Walgreens in its $1.08bn acquisition of Duane Reade; and Simon Property Group in its offer to acquire GGP for $31bn. Adam Emmerich is a principal contact and ‘just wonderful in negotiations’.

Within Real estate, Wachtell, Lipton, Rosen & Katz is a first tier firm,

Wachtell, Lipton, Rosen & Katz’s high-end real estate practice operates as an adjunct to the firm’s 25-member corporate group. The team, comprising partners Stephen Gellman and Robin Panovka plus eight other attorneys, routinely represents some of the most powerful clients on large and complex deals across the US and is renowned for its REITs M&A and transactional work. The team represented Simon Property Group on several major matters including its proposed $6.2bn acquisition of Capital Shopping Centers Group plc; its $31.6bn offer to acquire General Growth Properties; and its $2.3bn acquisition of Prime Outlets Inc. The practice acted for Ventas on its $2bn acquisition of Sunrise Senior Living REIT and on its pending $3.1bn acquisition of Atria’s senior housing portfolio. The firm continues to advise Sunrise Senior Living on ongoing restructuring matters. It acted for joint venture partners Tishman Speyer and Lehman Brothers on the $22.2bn acquisition of the leading apartment company Archstone-Smith. The team continues to represent Silverstein Properties, an important and longstanding client, on matters relating to the redevelopment at the World Trade Center. The team represented Morgan Stanley on multiple deals in 2010, but one deal of particular note was its involvement in the Revel project, a large casino and hotel development in Atlantic City. Other key deals included representing Kimco Realty Corporation on its $4bn acquisition of Pan Pacific Retail Properties; acting for Reckson Associates Realty Corporation on its $6.2bn sale to SL Green Realty Corporation; and representing Public Storage on its $5bn hostile acquisition of Shurgard Self Storage. The team also advised The Mills Corporation on its $7.9bn sale to Simon-Farallon and acted for Innkeepers USA on its $1.5bn sale to Apollo. Other clients include Starwood, Four Seasons Hotels, Penn National Gaming and Hometown America.

Within Domestic tax: East Coast, Wachtell, Lipton, Rosen & Katz is a second tier firm,

Wachtell, Lipton, Rosen & Katz’s 10-fee-earner tax practice is headed by Peter Canellos. The team has advised in many of the recent major transactions including the acquisition by JPMorgan of Bear Stearns, the acquisition by Wells Fargo of Wachovia, the acquisition by Bank of America of Merrill Lynch, and the acquisition by Delta Air Lines of Northwest Airlines. Deborah Paul is widely regarded as one of the leading corporate tax attorneys in New York. In a complex deal which closed in December 2010, Jodi Schwartz and T Eiko Stange advised Nasdaq-listed IAC, when Liberty Media exchanged its entire equity stake in IAC for a combination of operating assets and cash in a transaction intended to be tax-free to both parties. Practice clients include Time Warner, Lucent Technologies, NYSE Group and Hexion Specialty Chemicals.

Within Employee benefits and executive compensation, Wachtell, Lipton, Rosen & Katz is a third tier firm,

Wachtell, Lipton, Rosen & Katz includes compensation and benefits as one of the firm’s seven key practice areas and members of the practice group appear in many high-profile transactions. Representative recent instructions include Cardinal Health in its acquisition of Kinray, Atlas Energy in its acquisition by Chevron, Momentive Performance Materials Holdings in its merger with Hexion, and Phillips-Van Heusen in its acquisition of Tommy Hilfiger. The five-partner group provides ‘first rate, imaginative advice’ which is geared to business needs. Jeannemarie O’Brien specializes in complex transactions involving financial institutions and Michael Segal’s practice extends beyond transactions to include advice on senior executive recruitment and termination. Jeremy Goldstein has led in some of the major M&A transactions of the last decade. The practice group has recently advised Creative Arts Agency, Walgreen, Centex, CenturyTel and PNC Financial.