The Legal 500

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

Cleary Gottlieb Steen & Hamilton LLP has traditional strength on the sponsor side of acquisition financing. Clients appreciate the depth of the team, which consistently ‘allocates good resources’ to clients’ needs. Richard Lincer in New York assisted an investor group in the financing of its acquisition, from a wholly owned subsidiary of Marathon Oil Corporation, of Marathon’s Minnesota downstream assets. The team also acted as US counsel to BHP Billiton in its financing, through a $45bn syndicated loan facility, of its $40bn acquirement of the Potash Corporation of Saskatchewan. Duane McLaughlin assisted Deutsche Bank in bridge loans to Brasoil. In a significant restructuring transaction, the team acted for a high-profile steering committee, composed of Banco Santander, HSBC Bank and others, in restructuring the $15bn debt of CEMEX of Mexico, involving syndicated, bilateral and derivative bank debt. New York-based Chantal Kordula is a rising force at the firm. Clients rate Meme Peponis’ ‘good legal knowledge and business acumen’, and Laurent Alpert’s acquisition finance expertise.

Within Capital markets: debt offerings, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Offering ‘great, high-quality service’, Cleary Gottlieb Steen & Hamilton LLP fields substantial strength on the debt side and is widely regarded as having a ‘standout’ top-tier practice. Praised for its ‘deep bench of excellent lawyers’ as well as for its responsiveness, the firm advises a host of issuer and manager clients across all levels of debt market transactions, from investment-grade debt work to high-yield notes offerings and restructurings. With experience structuring debt deals sold both to US-based and foreign investors, the firm is well placed to serve a variety of client needs. Highlights on the manager side included advising Bank of America Merrill Lynch, Citi and Deutsche Bank Securities as managers in an exchange offer by AIG, and advising the underwriters, led by Citigroup Global Markets, in three SEC-registered debt offerings by Citigroup, totalling $3.75bn. The team also represented RBS Securities in Edison International’s $400m SEC-registered notes offering. Jeffrey Karpf and David Lopez advised the underwriters, including UBS Securities, JPMorgan Securities and Wells Fargo Securities, in a $400m SEC-registered offering by Unum Group. Nicolas Grabar and Jorge Juantorena represented the underwriters, including Credit Suisse and Goldman Sachs, regarding Southern Copper Corporation’s $1.5bn SEC-registered notes offering. The firm also advised the initial purchasers, led by Merrill Lynch, Barclays Capital, JPMorgan and Deutsche Bank Securities, in MGM Mirage’s $1.15bn Rule 144A convertible senior notes offering. On the issuer side, the team advised The Hartford Financial Services Group on a $1.1bn offering of senior debt in three tranches as part of a $3.3bn capital raise. It also represented American Tower Corporation in its shelf registration and subsequent $700m SEC-registered notes offering, and assisted Alcoa in a $1bn SEC-registered debt offering. Sandra Flow led in advising United Technologies Corporation regarding a $2.25bn SEC-registered debt offering. Duane McLaughlin and Edward Greene are also highly recommended. Roger Thomas retired from the partnership and is now senior counsel at the firm. Clients particularly rate the ‘good value for money’ and the team’s ‘flexible’ attitude to cost.

Within Capital markets: equity offerings, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Cleary Gottlieb Steen & Hamilton LLP fields an ‘incredibly deep pool of lawyers’ and provides ‘excellent service’ in the equity capital markets arena. Clients describe the firm as having ‘no peer in terms of securities law expertise’, with a team of ‘intelligent, highly trained and highly motivated lawyers’ from associate to partner level. As a ‘go-to firm for thorny securities law questions’, the group advises managers and an increasing number of issuer clients. It handled a steady flow of US public offerings in 2010, with Craig Brod acting for The Hartford Financial Services Group in a $714m SEC-registered offering, and David Lopez assisting Higher One Holdings in its $124m SEC-registered IPO. Highlights on the manager side included Jeffrey Karpf’s advice to Citigroup Global Markets and others in the $340m SEC-registered IPO of Primerica. Leslie Silverman has a ‘very good understanding of the bigger issues and commercial trends’, and recently assisted Deutsche Bank Securities in a $1.8bn offering for the purchase of stock issued by Ford Motor Company. Silverman also advises the bank in offerings by the United States Treasury of warrants acquired under the TARP program. Nicolas Grabar has experience in the commodities sector, and in September 2010 advised Petrobras on a $67bn SEC-registered global offering. Also singled out are Alan Beller, the ‘very technically adept’ James Small, and Michael Dayan, who is ‘excellent at the details of equity derivative transactions’.

Within Capital markets: global offerings, Cleary Gottlieb Steen & Hamilton LLP is a second tier firm,

In addition to its superb national practice, Cleary Gottlieb Steen & Hamilton LLP has an ‘excellent’ global offerings capability, particularly in debt capital markets. The firm is present in transactions across all the major jurisdictions, and has a very active Latin American practice. Recent mandates include Francesca Odell acting as US counsel to Petrólio Brasileiro (Petrobras) in a $4bn SEC-registered multi-tranche notes offering by Petrobras International Finance Company, while Andrés de la Cruz advised the Republic of Uruguay in a $550m bond offering. Following on from advice provided in 2009 to PEMEX regarding a $7bn Rule 144A/Reg. S MTN program, in 2010 Wanda Olson assisted in the increase of this MTN program to $12bn. On the manager side, Nicolas Grabar provided advice to Bradesco BBI, Banco do Brasil, Credit Suisse, Banco Itaú and Santander on a public offering of common shares in Brazil and an international Rule 144A/Reg. S offering by Marfrig Alimentos, with an aggregate value of R$1.328bn. Odell also advised Commerzbank and HSBC as arrangers, and as dealer managers together with Merrill Lynch, Citigroup and Banco Itáu Europa, in an update of Banco Industrial e Comercial’s $1bn Rule 144A/Reg. S EMTN program. In equity work, Adam Fleisher advised Dexia as a shareholder in Assured Guaranty’s $485m SEC-registered offering of common stock, while Jorge Juantorena assisted Grupo Aeroportuario del Sureste in filing a shelf registration statement on a $195m SEC-registered secondary offering by JMEX. Alan Beller, Leslie Silverman and Jeffrey Karpf are all highly recommended.

Within Capital markets: high-yield debt offerings, Cleary Gottlieb Steen & Hamilton LLP is a third tier firm,

Described as ‘a very good debt shop’, Cleary Gottlieb Steen & Hamilton LLP has extensive high-yield experience, advising both issuer and manager clients in complex transactions. Providing underwriter counsel, the team advised Citigroup Global Markets, Banc of America Securities, Barclays Capital and others in Patriot Coal’s $250m SEC-registered high-yield notes offering. Leslie Silverman also represented Morgan Stanley and Citigroup in a $200m Rule 144A/Reg. S high-yield debt offering by two subsidiary companies of Elan Corporation; and led in advising Broadpoint Gleacher, Goldman Sachs and Fifth Third Securities as the initial purchasers in a $305m Rule 144A/Reg. S high-yield senior notes offering by Appleton Papers. Carmen Corrales provided advice to HSBC, Bradesco and Banco Espírito Santo regarding Bradesco’s $750m Rule 144A/Reg. S offering, while Jorge Juantorena advised Credit Suisse as underwriter of Desarrolladora Homex’s $250m Rule 144A/Reg. S high-yield offering. Also active in issuer deals, Juantorena recently advised Corporación GEO in a $250m Rule 144A/Reg. S high-yield senior notes offering, and also Financiera Independencia in a $200m Rule 144A/Reg. S high-yield notes offering. Other key issuer clients include Nationstar Mortgage, Essar Steel Algoma and Intcomex.

Within Corporate restructuring, Cleary Gottlieb Steen & Hamilton LLP is a third tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s ‘facile and flexible’ core team of 11 partners provide expertise in ‘complex matters’ that frequently involve a myriad legal issues, ranging from M&A to derivatives and similar complex structures. Imbued with the firm’s overall generalist approach, the team’s lawyers are well-suited to the increasingly sophisticated and often transactional nature of restructuring, and are adept at providing a one-stop-shop at handling restructuring mandates that require corporate, capital markets, litigation and financial products input. Although it is traditionally better known for its creditor work, more recently the firm has handled some big-ticket debtor mandates including its role for the company in the global Nortel bankruptcy. Led by James Bromley, this has required constant interaction between the firm’s New York, Paris and London offices as the debtor has commenced proceedings in the UK and France, as well as the US, Canada and Israel. In another major cross-border debtor mandate, up-and-coming partner Sean O’Neal is representing Truvo Group, a European directories company, on its $1.9bn global restructuring through a pre-negotiated Chapter 11 proceeding. On the creditor side, following on from its high-profile representation of Barclays Capital on the $1.75bn acquisition of Lehman Brothers’ North American investment banking and capital markets businesses, the firm underscored its transactional excellence with its involvement for Goldman Sachs as a lead investor in the $1.25bn rights offering in Visteon’s Chapter 11 case. Spearheaded by Richard Cooper, the group remains a firm favorite for clients involved in Latin American restructurings and is currently representing the ad-hoc committee of international bank creditors of Controladora Comercial Mexicana, one of Mexico’s largest retailers, in its restructuring. Lindsee Granfield, Lisa Schweitzer and Lee Buchheit are also recommended.

Within Financial services: regulatory, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Based out of its New York and Washington DC offices and aided by a substantial international footprint, the ‘very strong’ team at Cleary Gottlieb Steen & Hamilton LLP is well positioned to represent clients on many of the most sophisticated domestic and cross-border mandates in the market. The ‘fluid’ practice regularly works alongside its corporate and capital markets teams to deliver work of the ‘highest calibre’ across the full spectrum of advisory, transactional and enforcement mandates. ‘Very good on counselling’, the group has a keen understanding of developments and trends in the market and has acted for a number of major financial institutions in connection with all aspects of the Dodd-Frank Act. Having had a role in a significant amount of the consolidation within the banking market, the team recently advised several financial institutions, including Citigroup, Bank of America and The Hartford, on their multibillion-dollar TARP repayments. Led by Robert Tortoriello, the practice is advising Credit Suisse on the regulatory aspects of its investment in York Capital Management, a major global hedge fund manager, in a transaction designed to accommodate the nascent Volcker Rule requirements. Tortoriello is also regularly involved in enforcement matters, where he is currently representing a number of major financial institutions in agency investigations into credit card lending to subprime borrowers, involving allegations of unfair and deceptive acts and practices. On the transactional side, the department has handled a number of FDIC-assisted M&A transactions, including OneWest Bank’s acquisitions of the banking operations of First Federal Bank of California and La Jolla Bank, as well as BBVA Compass’ acquisition of the banking operations of Guaranty Bank. The ‘excellent and experienced’ John Murphy is also hugely admired across the gamut of enforcement, transactional and advisory concerns, and is currently advising Bank of America on its $45bn TARP repayment and related $19.3bn securities offering and related asset sales. ‘Excellent at handling international matters’, the firm excels at ensuring banking compliance with the myriad international laws affecting the industry and continues to advise the Bank of America on global regulatory requirements and global integration issues relating to its acquisition of Merrill Lynch. Derek Bush has an excellent reputation for handling complex bank regulatory matters, either as a standalone instruction or as a function of complex M&A mandates as evidenced by his involvement in the aforementioned BBVA Compass transaction. Other recommended partners include Paul Glotzer for banking M&A, Linda Soldo across a range of regulatory, enforcement and transactional matters, and Giovanni Prezioso for complex regulatory enforcement matters.

Within Project finance, Cleary Gottlieb Steen & Hamilton LLP is a third tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s ‘very efficient and responsive’ team has a very high profile in emerging markets and particularly Latin America, where the group has a longstanding reputation in mining and other natural resources projects, while its deals in the US market are mainly sponsor driven and often on behalf of private equity clients. Its recent work includes acting for Deutsche Bank on a loan to a Brazilian sugar and ethanol producer controlled by Adecoagro, which invests in agriculture and renewable energy in South America; the loan will be used to finance schemes such as the expansion of a sugar mill and other purposes. It also advised Deutsche Bank (London branch) on the amendment and restatement of an existing $100m senior secured credit facility relating to a Brazilian oil and gas reserve acquisition, with the amended and restated facility involving the introduction of a new $13m senior secured bridge facility; and Credit Suisse on a $900m deal in Mexico for Torre Cívica, involving an office building and multipurpose civic center which will be an important addition to the new metropolitan center of Monterrey. On the sponsor side, the team acted for Google on its investment in two 169.5MW wind farms in North Dakota, the client’s first direct investment in a utility-scale renewable energy project; and for Highstar Capital, and its portfolio company Ports America Chesapeake, on its £1bn investment in Seagirt Marine Terminal in the Port of Baltimore – in a related PPP deal with the Maryland Port Administration, Ports America Chesapeake obtained a 50-year exclusive right to lease and operate the terminal in exchange for certain infrastructure measures and improvements. The five-partner team in New York has ‘a great balance of legal knowledge and business acumen’, and individual lawyers of note include rising star Chantal Kordula, and longer-established figures such as Richard Cooper and Richard Lincer.

Within Structured finance , Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s structured finance group offers ‘excellent attention to detail and knowledge of the market’. Clients comment that the firm ‘operates on a completely different level than any other’, and another that the firm’s contribution is ‘tremendously valuable – knowing the right thing to do in complex situations is very cost effective and a big time saver’. High levels of client demand occasionally result in ‘rather slow response times’, but most clients confirm ‘with other firms I had situations where the partner delegated work to associates and wasn’t on top of things – with this firm, that was never ever the case’. The US team, the strongest in the global group, divides between New York and Washington DC. The support service provided by other departments impresses: ‘the tax, regulatory and other advice, as needed, were without exception on the highest level’. The firm’s expertise in market-leading expertise in structured finance is in demand not only for restructurings, mergers, acquisitions and investments, but also to advise on the securitization-related aspects of financial regulatory reform. In recent instructions, New York’s Raymond Check, noted for his masterly handling of complex matters, counseled UBS on the issuance of $113m of debt securities mandatorily exchangeable for shares of GT Solar to be sold by GFI, an Oaktree portfolio company, and Andrea Podolsky in the same office advised Dollar Thrifty Automotive Group and subsidiary Rental Car Finance (RCF), in the $200m issuance and sale of asset-backed variable funding notes to Deutsche Bank. The Washington DC group includes Robin Bergen, who ‘gives excellent service from the client’s perspective – negotiating skills, timeliness, organization, expertise – absolutely great on all fronts’, and Mitchell Dupler, who led the team which represented underwriters, including Bank of America, Barclays, Citigroup, Goldman Sachs, Greenwich, JPMorgan Chase, RBC and RBS, in over 200 Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed transactions, representing nearly £170bn of mortgage-backed securities. Also recommended in Washington DC are ‘excellent deal lawyers’ Linda Soldo and senior associate Scott Goodwin. The firm’s elite cadre of derivatives experts is represented in both offices. In New York Michael Dayan has ‘incredible knowledge of derivatives documentation, particularly credit derivatives’, as has the extremely busy Edward Rosen; Dayan and Rosen have been advising a consortium of leading swap dealers in connection with the establishment by the Chicago Mercantile Exchange of an interest rate swap clearing facility. In Washington DC, Michael Mazzuchi not only excels in derivative instructions but has considerable expertise in mortgage and asset securitizations, collateralized bond obligation transactions, synthetic debt securities and repackagings. Clients include NYSE Euronext, UBS, Wells Fargo and ISDA.

Within Energy: transaction and regulatory, Cleary Gottlieb Steen & Hamilton LLP is a third tier firm,

Cleary Gottlieb Steen & Hamilton LLP is ‘excellent’ and is ‘great in all aspects of its service’, according to clients. The firm is well known for its transactional advice to large mining and metals corporations and to oil and gas clients, however it is increasing its reputation in the electric power and renewable energy space as well. On the mining and metals side, the group is representing BHP Billiton, the world’s largest diversified natural resources company, in its $40bn all-cash offer to acquire Potash Corporation of Saskatchewan, the world’s largest fertilizer enterprise. It was also counsel to the underwriters, including Credit Suisse and Goldman Sachs, in a $1.5bn SEC-registered offering by Southern Copper. On the oil and gas space, the firm recently represented Petrobras in its $67bn SEC-registered global equity offering, the largest-ever equity offering, in which the client will use part of the proceeds to pay $42bn to the Brazilian federal government for the right to extract up to five billion barrels of oil equivalent from deep-water areas off the Brazilian coast. The group’s regulatory advice includes advising the Electricity Consumers Resource Council on all significant electricity regulatory issues currently before the FERC including those relating to transmission planning, cost allocation, demand response, smart grid technologies, and renewable resources. Washington DC-based Richard Bidstrup ‘listens to what clients need and is very easy to work with’.

Within Private equity funds, Cleary Gottlieb Steen & Hamilton LLP is a third tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s investment management practice is developing into a highly coveted practice among GP clients, thanks in no small part to its ability to ‘stay on top of the latest developments in the area and always give a practical view of legal issues’. Two partners and one counsel make up the private equity fund formation team in New York, although its broader geographic footprint gives it a strong international capability that has seen it represent sponsors on equity and debt investments in Asia, Greater China, Brazil and Africa. The practice has also been busy with regulatory matters, for example advising clients on the development of the SEC’s “pay to play” rules preventing the practice of making contributions to the campaigns of elected officials with the intention of influencing the award of contracts for managing public pension plan assets. Recent highlights include advising longstanding client TPG on the formation of a buyout fund focusing on opportunities in the US and Europe, and acting as fund counsel to MBK Partners on the formation of its Asia-focused private equity funds. It also advised Deutsche Bank on funds-of-funds to invest in PE funds managed by third-party sponsors. The ‘highly responsive and very commercial’ Michael Gerstenzang and counsel Elizabeth Lenas are highly recommended.

Within International arbitration, Cleary Gottlieb Steen & Hamilton LLP is a third tier firm,

Peers say the international arbitration team at Cleary Gottlieb Steen & Hamilton LLP contains ‘great lawyers’ and is a ‘tough opponent’. The firm has a strong mix of sovereign and commercial clients. On the state side, it has acted for Argentina, Russia, the Republic of Slovenia, the Dominican Republic, the Republic of the Congo, Japan, Sierra Leone and Iraq. Commercial clients include Citigroup, Bancomext, Nortel, SKY Italia and ArcelorMittal. The practice is acting as counsel to the Republic of Argentina in an ICSID claim brought by bondholders under the Argentina-Italy bilateral investment treaty. The claims allege unfair and discriminatory treatment and expropriation and seek billions of dollars in damages. It is the first attempt to pursue a mass claim – more than 180,000 claimants in a single proceeding – in an ICSID arbitration and also involves a novel attempt to use investment treaty arbitration to challenge a sovereign bond default. The firm is also acting for the Russian federation regarding the Yukos Oil Company case. On the commercial side, representative matters included acting as counsel to ArcelorMittal in an ICC arbitration commenced by Kaiser Netherlands under Austrian law, relating to the construction of a mill in the Czech Republic. Jeffrey Rosenthal and Howard Zelbo are the names to note.

Within Securities: shareholder litigation, Cleary Gottlieb Steen & Hamilton LLP is a second tier firm,

Praised for its ‘very in-depth knowledge of the securities litigation area’, Cleary Gottlieb Steen & Hamilton LLP comes highly recommended by clients, who consider the firm to be ‘good value for money’. ‘It understands both the technical litigation aspects as well as the internal political or business aspects, such as dealing with internal clients or the board, and can provide advice and guidance for all sides’. Among the partners, clients single out Mitch Lowenthal, who ‘has a broad base of experience and is very well respected internally. Even though he is senior, he is always available if needed’. Meredith Kotler also attracts considerable praise. While the group has previously been seen as quite small compared to its rivals, it has invested significantly and in the past two years promoted two experienced securities litigators to partner: Victor Hou in 2010 and Roger Cooper in 2011. The firm has a particularly strong following among major financial institutions. Recent major highlights include winning a complete victory in a securities fraud action for the mortgage company Countrywide Financial Corporation. The action was filed by two hedge funds that purchased mortgage-backed securities, and who alleged that Countrywide misrepresented the percentage of owner-occupied properties underlying the MBS. The firm has also been representing Bank of America in connection with the litigation and investigations arising out of its acquisition of Merrill Lynch, and is also counsel to HSBC in matters arising from the Madoff fraud. Significant recent victories have also been achieved for non-financial services clients, including Sanofi Aventis and the Dow Chemical Company.

Within White-collar criminal defense , tier 4

‘Thorough, thoughtful, proactive and commercial’, Cleary Gottlieb Steen & Hamilton LLP’s 11-partner New York and Washington DC-based team is ‘in the top echelon for work in this space’. Able to tap into the substantive expertise of lawyers in its formidable capital markets and banking groups, the practice is particularly accomplished at handling work within the financial services sector and has been at the heart of some cutting-edge issues including bonus payments for banks receiving TARP payments, CDO investigations on behalf of Bank of America and issues arising out of the collapse of Lehman Brothers. Recent highlights include advising hedge funds in the SEC and DOJ’s Galleon Group and other insider-trading issues. Other work has included representing the audit committee of Deutsche Bank’s supervisory board in an internal investigation into questionable investigative and surveillance activities. Led out of New York by ‘consummate professional’ David Brodsky, this matter involved input from the firm’s Frankfurt office and speaks to the team’s ability to provide an integrated multi-jurisdictional solution. The firm’s comprehensive international network is also regularly brought into play in FCPA investigations and criminal cartel investigations such as the team’s representation of LG Display in DOJ and European Commission criminal investigations regarding alleged price-fixing activity within the LCD panel industry. A ‘deep bench’ includes former general counsel of the SEC Giovanni Prezioso, and Lewis Liman, Shawn Chen and Victor Hou, ‘who are all well-rounded consummate professionals’.

Within Antitrust, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

With solid roots in Washington DC, as well as a strong presence in London and Brussels, the ‘best in class’ antitrust and competition team at Cleary Gottlieb Steen & Hamilton LLP guides clients through some of the largest and most complex merger transactions. The practice has developed ‘meaningful contacts and professional relationships with the government agencies’, as well as a sound understanding of antitrust economics. The team is particularly strong in the hi-tech arena, often acting on behalf of private equity clients involved in hi-tech deals. Recent highlights include obtaining unanimous unconditional merger clearance from the FTC for Google to acquire AdMob and advising Nortel Networks on its Chapter 11 proceedings regarding all asset sales, some of which received unconditional clearance after an in-depth second request investigation. The litigation team has built a tremendous track record in winning dismissals of class action lawsuits for defendants including dismissal of two parallel lawsuits in state and federal courts in California alleging that the firm’s client Toho Tenax conspired with other carbon-fibre manufacturers to fix prices. The team won other victories for Citigroup, GlaxoSmithKline and Lafarge. George Cary, former deputy director of the FTC, is highly recommended. Mark Leddy, previously deputy assistant attorney general at the DOJ, remains very active on the case management side but has recently been made managing partner of the firm.

Within M&A: mega-deals ($5bn+), Cleary Gottlieb Steen & Hamilton LLP is a second tier firm,

Clients rate Cleary Gottlieb Steen & Hamilton LLP’s ‘notable depth of experience and practical know-how in M&A. It works exceptionally hard and responds fast, providing strong advice even when it knows it will be difficult to receive’. Clients also speak very highly of the firm’s associated antitrust practice. As the deal landscape transitioned from distressed to strategic, the firm has worked on a number of the most significant M&A transactions announced during the past year. As larger transactions and hostile takeovers re-emerged in the market, the firm represented BHP Billiton in its $40bn all-cash offer to acquire Potash Corporation of Saskatchewan, the largest deal announced worldwide during the first three quarters of 2010. In addition, the team advised Dollar Thrifty Automotive Group in its proposed acquisition by Hertz and the competing proposals from Avis. Technology has also been an active sector for the firm. Recently, the group advised Google in its $700m acquisition of ITA Software. In other major technology deals, the team represented HP in its $2.7bn acquisition of 3Com and its $2.35bn acquisition of 3PAR; 3M in its $94m acquisition of Cogent; and VeriSign in the $1.28bn sale of its Authentication Services business to Symantec Corporation. In the financial institutions area, the firm acted for new client JPMorgan Chase in its $1.7bn acquisition of RBS Sempra Commodities’ global oil, metals, agricultural, plastics and European energy commodities operations, and the subsequent acquisition of RBS Sempra’s North American gas and power trading book. The practice also advised US Bancorp in the contribution of the long-term asset management business of its affiliate, FAF Advisors, to Nuveen Investments in exchange for a 9.5% equity stake in Nuveen and cash consideration. Also of interest, the team assisted BBVA Compass in its acquisition of the banking operations of Guaranty Bank, including $12bn in assets from the FDIC, was counsel to Citigroup and Goldman Sachs as financial advisors to AIG in the approximately $15.5bn sale of American Life Insurance Company, AIG’s international life insurance subsidiary, to MetLife, and advised Goldman Sachs as financial advisor to The Coca-Cola Company in its $12.3bn acquisition of the North American bottling operations of Coca-Cola Enterprises and the sale to Coca-Cola Enterprises of The Coca-Cola Company’s Swedish and Norwegian bottlers. Ethan Klingsberg continues to act as counsel to Google. Klingsberg also has private equity transaction experience and recently represented the special committee of the board of directors of Interactive Data Corporation in the $3.4bn leveraged buyout of the company by a private equity consortium of Silver Lake and Warburg Pincus, as well as Stanley, Black & Decker in its $445m cash acquisition of CRC-Evans International from a group of investors led by private equity firm, Natural Gas Partners. In addition, he frequently represents financial advisors on major transactions. Clients praise Klingsberg for his ‘thoughtful, precise and business-oriented responses’. Victor Lewkow is ‘a very experienced, strong adviser and wonderful personality to work with. Lewkow is dedicated to the client’s outcome at a personal level’. Chris Austin is ‘not just a lawyer’s lawyer but also a global businessperson’s lawyer. Austin understands clients’ needs and demands, and his ability to understand global and complex transactions is second-to-none, especially given the time frames involved’. Jeff Lewis is also widely praised. Filip Moerman transferred to the New York office from Beijing/Hong Kong.

Within Private equity buyouts, Cleary Gottlieb Steen & Hamilton LLP is a third tier firm,

With TPG Capital as the anchor client of the practice, there are few firms with an equally distinctive mega-deal record as Cleary Gottlieb Steen & Hamilton LLP. Beyond this, it has built a fruitful relationship with private equity sponsors such as Warburg Pincus in recent years. While it may not have the same illustrious record as Simpson Thacher & Bartlett LLP in the US, it has demonstrated genuine worldwide credibility, with a stream of deals in Europe, Asia and increasingly in Latin America. The firm also employs its premier regulatory expertise in deals involving heavily regulated sectors, most notably bank regulation, including representing OneWest Bank on its landmark acquisition of IndyMac Federal Bank. Beyond the financial institutions space, the firm has a strong record in consumer retail, healthcare, travel and other regulated industries. In 2010, the firm represented TPG Capital on its $1.4bn acquisition of Vertafore from Hellman & Friedman and co-investor JMI Equity, and advised TPG on its $5.9bn leveraged acquisition, alongside CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health. It also advised major sovereign wealth fund China Investment Corporation on its $1.58bn investment in AES Corporation. Key clients include TPG Capital, Warburg Pincus, Hellman & Friedman and Citigroup Venture Capital International. New York partners Michael Ryan, Paul Shim, Meme Peponis, Christopher Austin and Michael Gerstenzang all have excellent reputations, while the highly rated Filip Moerman has relocated to New York from Hong Kong.

Within Real estate, Cleary Gottlieb Steen & Hamilton LLP is a second tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s New York-based, five-partner team provides a ‘fantastic level of service’ and has both a national and international footprint. Its recent work includes distressed real estate investment, innovative loan restructuring transactions and new lending and development projects. It also has a deep private equity practice. Michael Weinberger, who has an ‘exceptional knowledge base’, recently represented Maiden Lane and the Federal Reserve Bank of New York in connection with Extended Stay Hotels’ Chapter 11 filing. He also represented Colony Capital and Och-Ziff as lenders on the mezzanine loan origination of Extended Stay Hotels’ bankruptcy exit financing. Steven Wilner and Kimberly Brown Blacklow acted for Istithmar – an affiliate of Dubai World – on the complex restructuring of $800m secured on the iconic Fontainebleau Miami Hotel. Steven Horowitz and Wilner also successfully advised Genting New York LLC on a competitive bid process with the New York State Division of Lottery for the development of an entertainment destination with 4,525 video lottery terminals at the Aqueduct Race Track in Jamaica, Queens. The team represents Goldman Sachs on a regular basis; one recent transaction involved the restructuring of $4.5bn senior and mezzanine financing secured on properties leased to Karstadt department store chain. Weinberger and Blacklow also advised Goldman Sachs on loans made to, and the bankruptcy of, General Growth Properties. The team has a sizeable book of business relating to Latin America. Other key clients include Whitehall Funds, TPG Capital and Citigroup.

Within Domestic tax: East Coast, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s nine ‘particularly well-rounded’ New York-based tax partners are essential members of the multi-disciplinary teams formed to handle the firm’s regular diet of major transactions, restructuring and complex one-off assignments. The core expertise of the group, which is ‘stocked full of excellent lawyers’, is in corporate and capital markets advice and planning, although ancillary areas connected to deals, such as employee benefits issues, are accommodated competently. Clients consistently praise service standards and expertise, the only issue being that lawyers can be so extraordinarily busy that ‘contact is sparse’. Work connected to the financial crisis continued through 2010; in February 2010, Kristofer Hess advised ING on the sale of its substantial US financial advisery and brokerage business to Lightyear. The return of strategic deals to the market brought numerous instructions, including advice to Google through a series of transactions; the work, handled by Sheldon Alster and Yaron Reich included the acquisitions of AdMob, Episodic, ITA Software, and several other companies to a total value of $1.45bn. Alster also acted as counsel to Hewlett-Packard in its $2.35bn acquisition of 3PAR, and other deals. Other recommended lawyers in the extraordinarily talented department include Jason Factor, James Duncan and Erika Nijenhuis. The firms’s domestic tax clients include Dollar Thrifty Automotive, Nortel Networks, Hartford Financial and American Express.

Within Employee benefits and executive compensation, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s highly rated New York EBEC group covers the practice area comprehensively, offering advice and support in regulation, ERISA fiduciary matters, and the compensation aspects of mergers and acquisitions. The 25-strong group, whose members ‘work as extended members of the in-house team’, provides a ‘combination of technical skills, a practical, problem-solving mindset, and effective communication’. All four partners practice at the highest level. The ‘truly exceptional’, Brick Susko acted as counsel to the Securities Industry and Financial Markets Association (SIFMA) in connection with the executive compensation aspects of the financial industry bailout. Arthur Kohn, who ‘is client focused and has an intelligent risk-taking perspective’, advises Citigroup and Credit Suisse on pension investment regulation. Robert Raymond, who has advised numerous private equity firms in EBEC matters, advised TPG in connection with restructuring of executive compensation arrangements of several portfolio companies, including Biomet, Kraton Polymers and Sovereign Holdings. Michael Albano was counsel to the UAW in negotiations relating to the Chapter 11 proceedings of Chrysler and General Motors; in both cases complex and precedent ERISA issues were addressed. Counsel Mary Alcock is highly recommended. The team regularly represents Goldman Sachs, Morgan Stanley, and the 3M and UTC Pension Plans on ERISA investment matters, and has provided executive compensation advice to Google, Hartford Financial, Highstar Capital and Honeywell.

Within Financial products, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s New York tax department has the expertise to match the firm’s market leading structured finance and derivatives practice. Members of the group whose expertise has been recognized at a policy level include James Duncan and Erika Nijenhuis, who provided counsel to the Federal Taxation Committee of the Securities Industry and Financial Markets Association (SIFMA) in connection with the tax implications of the standardization of credit default swaps. Also recommended for new financial product development expertise within a broad practice is Leslie Samuels. Among numerous recent instructions, the team acted as counsel to the founding dealer members of an electronic clearinghouse for interest rate swaps and credit default swaps organized by CME Group. James Peaslee ‘the authority on the taxation of structured products, he literally wrote the reference book used by IRS’, ranks as the US guru on the taxation of securitized transactions; during 2010 Peaslee and Kristofer Hess represented underwriters, including Bank of America, Barclays, Citigroup, RBC and RBS, in Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed transactions representing more than $115bn of mortgage-backed securities.

Within International, Cleary Gottlieb Steen & Hamilton LLP is a first tier firm,

Cleary Gottlieb Steen & Hamilton LLP’s clients confirm very high standards of cross-border tax advice from the New York office, which works closely with the London-based US tax practice and other offices in Europe, Asia and the affiliated office in Argentina. The return of big deals to the market during 2010 kept lawyers in the nine-partner team busy. In two major assignments, the impressively knowledgeable Leslie Samuels provided tax counsel to BHP Billiton in its $40bn all-cash offer to acquire Potash Corporation of Saskatchewan, and Doug Borisky advised Petróleo Brasileiro (Petrobras) in its record-breaking $67bn SEC-registered global equity offering. The Chapter 11 reorganization of Nortel Networks Corporation and its related subsidiaries continued to provide challenges – Jason Factor advised on the sale of several business units, including the sale of substantially all of the assets of Nortel’s Multi Service Switch businesses globally through a bankruptcy auction to Telefonaktiebolaget LM Ericsson, and William McRae represented Nortel in negotiations for the settlement of US federal income tax claims with the IRS, and the settlement of a multibillion-dollar transfer pricing dispute with the IRS and the Canadian tax authorities. The firm has also acted for leading companies including Capital One, American Express, The Stanley Works, VeriSign, Mittal Steel, Credit Suisse and HSBC Securities.