The Legal 500

Within Bank lending: National,

Cleary Gottlieb
Steen & Hamilton LLP

PRACTICE: More limited in scope and lacking the market share of many of its higher-rated competitors, nevertheless New York-based Cleary Gottlieb Steen & Hamilton LLP’s 13-partner bank lending practice ‘does a very good job for sponsors’ on some significant acquisition finance transactions. Although the tightening of liquidity in the market has slowed many sponsors’ acquisitive tendencies, the firm’s relationship as principal LBO adviser for Texas Pacific Group on its LBOs has still seen it pick up some notable mandates. For example, alongside Goldman Sachs Capital Partners, the team recently advised Texas Pacific on the financing of its $27.5bn acquisition of Alltel and in the subsequent $28.1bn sale of Alltel to Verizon Wireless.

It has a stable of ‘very smart, creative and very reasonable people’, and the firm is also able to utilise a network that includes lawyers on the ground in key financial centers of London, Paris and Frankfurt.

CLIENTS: Clients include Texas Pacific Group, Goldman Sachs, Citigroup, Warburg Pincus, Hellman & Friedman, Deutsche Bank and Lafarge.

INDIVIDUALS: Based out of its New York headquarters, Laurent Alpert and Meme Peponis ‘both do a very good job for the sponsors’ on acquisition finance transactions.

Within Capital markets: debt offerings: National,

Cleary Gottlieb
Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP continues to act at the top of the market in terms of debt transactions for issuer and manager clients. The firm’s international capital markets practice offers a full service of products across the board, from complex restructuring to straight debt. Praised by clients for the ‘accuracy of their opinions and the quality of their work’, the practice’s New York and Washington DC-based lawyers saw a dip in terms of market share in the first half of 2008, particularly on the manager side, but still continue to command an impressive slice in terms of volume and deal size across the board.

Issuer representations have been extremely strong for the firm. In January 2008, the practice acted as counsel to Citigroup in the $12.5bn investment in Citi by a group including Capital Research Global Investors and Government of Singapore Investment Corporation. The investment was carried out through an offering of convertible preferred stock, involving six individually negotiated private placements. Overall, the team represented the client in ten concurrent offerings of the overall value of $19bn, including convertible and straight preferred stock to the public.

Illustrating its international prowess, the practice is experienced in Rule 144A/Regulation S transactions and has a strong base in Latin America, acting for American Tower in a Rule 144A/Reg S offering of $500m senior notes, due October 2017.

On the manager side, the team has an impressive roster of both financial and institution clients and non-financial institution clients. A leading matter included the representation of a group of underwriters led by JPMorgan, Citigroup, Greenwich Capital Markets, and Merrill Lynch, regarding an offering by American Express Company $2bn notes and $1bn notes issued under a shelf registration statement.

CLIENTS: Issuer clients of the firm include PNC Financial Services Group, and Alltel Corporation while noted manager clients include JPMorgan, Citigroup, and Greenwich Capital Markets.

INDIVIDUALS: Partner Carmen Corrales is regarded by clients as a’smart and hardworking’ lawyer who focuses her practice on sovereign and corporate transactions, including restructuring. Roger Thomas is singled out by clients as ‘persevering and resourceful’. Thomas has a particular practice focus in international and financial matters.

Within Capital markets: equity offerings: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP is one of New York’s leading firms in the equity arena, in terms of deal size and volume in equity related manager representations and US preferred stock matters, as well as carrying out 10 IPOs worth over $7bn in the first half of 2008. This market share illustrates the depth of expertise embodied in the practice of ‘exceptionally strong lawyers’ regarding manager representations. As well as commanding a large slice of the market, clients respond well to the firm, noting that ‘their service is excellent and they have by far the deepest bench for a law firm’.

Reputed for its ability to act on highly sophisticated transactions and a full gambit of product expertise, the practice illustrates its strength in the convertibles market, as well as its international strength, through acting as counsel to Citigroup regarding its sale of $7.5bn of mandatorily convertible trust preferred units to the Abu Dhabi Investment Authority.

Cleary Gottlieb Steen & Hamilton LLP has represented an impressive array of underwriters that very few firms can rival. For instance, the practice recently acted for the underwriters led by Morgan Stanley, Banc of America, Credit Suisse, Merrill Lynch and UBS, in MSCI’s $290m IPO of shares of Class A common stock.

While the capital markets practice lacks strength on the issuer side, it differentiates itself from its competitors by exhibiting a strong international capability, acting for both international and national issuers in some of the leading matters of 2008. For Sony, the practice acted as the selling shareholder in its international IPO of the common stock of Sony Financial Holdings, which raised $2.7bn for Sony in the secondary offering in addition to $270m of new capital for SFH. This IPO was the largest in Japan in 2007.

CLIENTS: In addition to the manager clients listed above, the firm has acted for JPMorgan, ABN AMRO and Deutsche Bank. On the issuer side clients include Bolsa Mexicana de Valores, Grupo Clarín and Vale (formerly CVRD).

INDIVIDUALS: Allen Beller is regarded as one of ‘the very best’ in the equity arena by clients. A former director of the Division of Corporation Finance of the US Securities and Exchange Commission, and Senior Counselor to the Commission, Beller focuses his practice on corporate, complex securities and corporate governance matters.

Described by clients as a ‘first-rate lawyer who provides the highest level of legal services and excellent judgement’, Jeffrey Karpf brings particular expertise in SEC-registered matters and complex equity transactions to the practice.

Both lawyers are based in New York.

Within Capital markets: global offerings: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s international presence is supported by a strong network of offices in the UK, China, Italy, Germany, Belgium, Russia and France, while its particular strength lies in the Latin American arena. Clients praise the firm as being ‘generally regarded as the best firm with respect to Latin America and matters relating to the capital markets. Language capabilities are superb as is their knowledge of markets and precedent.’ With 30 US-based lawyers acting in its umbrella Latin America practice, 13 of whom as based in the capital markets arena, it is clear that this is a strong area of focus. With 45 capital markets lawyers in all, 37 based in New York and 8 based in Washington DC, the firm has one of the smaller practices in the market, but this does not impinge on the service provided of which clients note ‘the quality of their service, particularly their commitment to the time and business goals set for the transaction’.

Looking at the dollar amount of deals done in the first half of 2008, it is clear that the firm excels in the international debt area, raising $53.6bn, followed closely by equity matters. The firm also excels in corporate matters, and while it clearly has strength in the representation of financial institutions, it has not carried out matters as significant and market leading as on the corporate side in 2007/08.

On the corporate side, the firm acted for Grupo Clarín and a number of its shareholders, in the client’s IPO and listing of GDRs representing Clarín Class B common shares on the London Stock Exchange in October 2007, and raising approximately $462m for the client. This IPO stands out because it was the largest equity offering by an Argentine issuer in 2007 as well as being the first London Stock Exchange listing of GDRs representing shares of a Latin American issuer.

In a similarly impressive matter on the financial institution side, the firm represented the Bolsa Mexicana de Valores (the Mexican Stock Exchange) regarding its IPO, including a public offering in Mexico and an international private placement with institutional investors (including in the United States under Rule 144A), and the listing of its Series A shares on the Mexican Stock Exchange. The overall offering raised $385m in aggregate proceeds.

While these matters are not the largest of the year, they illustrate the firm’s ability to act on complex and leading matters for both corporate and financial intuition clients, as well as its prominence in Latin America.

CLIENTS: Recent corporate clients include Sony Financial Holding and Vale (Formerly CVRD). Financial institution clients include JPMorgan, ABN AMRO and Deutsche Bank.

INDIVIDUALS: Partner Leslie Silverman is held in high esteem by clients in the equity arena who describe him as being a lawyer who can ‘can take complicated situations and reverse the situation to become a workable situation’.

Within Capital markets: high-yield debt offerings: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: In terms of market share Cleary Gottlieb Steen & Hamilton LLP had an impressive 2007/08, raising over $9bn in the first half of 2008 in high-yield matters
world-wide. Praised by high-yield debt clients for the strength of the practice, the firm is described as being ‘outstanding with respect to capital markets transactions, securities laws, execution of debt transactions. They are also very helpful in structuring complex transactions’. Across the capital markets board, the firm has strong manager expertise and has also excelled this year on the issuer side.

The main strength of the practice is in the ‘highly responsive’ New York office. The practice overall is praised for the way in which its partners ‘take an active interest in all transactions’. Despite having a smaller geographical reach than a number of other firms, the practice’s placing in the centre of the financial community makes it ideal for cultivating manager relationships.

The practice was involved in the largest-ever leveraged buyout in the media and entertainment industry, acting as counsel to an investment consortium of Apollo and TPG regarding the leveraged buyout of Harrah’s. The matter involved a $6.025bn of high-yield notes and bridge facilities. Regarding the November 2007 largest-ever buyout in the US telecommunications industry, the practice acted as counsel to TPG and Goldman Sachs Capital Partners in their $27.5bn acquisition of Alltel. The matter involved $7.7bn in high-yield bonds and bridge facilities.

The firm is well known for its ‘very strong international offices’ and has respected expertise in Latin America, which has assisted the firm in attracting an expanded clients base. The practice acted as counsel to Petróleo Brasileiro regarding its $1bn SEC-registered high-yield notes offering by its financing subsidiary, PifCo.

On the manager side, the practice acted as counsel to the underwriters Goldman Sachs and UBS in June 2008 regarding a $206m Rule 144A/Regulation S high-yield debt offering by Visteon, and for the same clients as deal managers in Visteon’s tender offer to purchase its high-yield notes. In another matter, the practice acted as counsel to Coca-Cola regarding a €300m debt offering in November 2007.

CLIENTS: The firm’s impressive manager client base includes Citigroup, Goldman Sachs and Credit Suisse, while issuer clients include Claymont Steel, Petrobras International Finance and Warburg Pincus.

INDIVIDUALS: Partner Jeffrey Karpf is regarded by clients for his ‘extremely responsive’ nature to all matters, however large or small. Karpf focuses his practice on SEC-registered and private debt.

Within Corporate restructuring: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: With a core group of 11 partners active in the US and backed by a strong international footprint, Cleary Gottlieb Steen & Hamilton LLP’s ‘highly responsive’ corporate restructuring group is well positioned to advise debtor and creditor clients on both big-ticket domestic and cross-border mandates. ‘Their excellent, substantive knowledge is complemented by their good tactical judgement’, comment clients. While it lacks the critical mass of some of its higher-ranked practices, it has had a very strong year, standing at the forefront of issues relating to the current financial crisis.

Instructed by Bank of America in relation to the restructuring of a number of monoline insurers, including ACA and BluePoint Re, the group also recently advised Goldman Sachs on its acquisition of sub-prime mortgage servicing company, Litton Loan Servicing. Clients appreciate the ‘holistic approach’, which regularly involves input from other practice areas. For example, in a deal that included significant input from its corporate, tax, real estate and employment practices, the practice recently advised Barclays on its acquisition of Lehman Brothers’ North American investment and capital markets businesses. In another distressed M&A deal involving Lehman Brothers, the department represented Hellman & Friedman on its proposed joint acquisition with Bain Capital of several Lehman operations, including its asset management firm, Neuberger Berman.

CLIENTS: The firm is instructed by the likes of Morgan Stanley, Dexia, Barclays, Hellman & Friedman, Federal Reserve, Goldman Sachs and CSFB. Other clients include a number of foreign entities, such as Evraz, Rosetta Resources and Cordaflex.

INDIVIDUALS: ‘Cool under pressure’, New York-based partner James Bromley has been at the hub of the firm’s activity in the financial services industry. He led the representation of the Federal Reserve Bank of New York in relation to problems associated with the Lehman Brothers bankruptcy, and clients say Bromley possesses ‘excellent legal skills, making working together during very long days a positive experience’.

While a significant part of his practice encompasses derivatives, banking and capital markets transactional work, much of New York-based partner Seth Grosshandler’s recent mandates have centred on restructuring issues. A particular emphasis of his practice has been risks to counterparties of regulated financial institutions in the event of the insolvency of the financial institution and he has been instructed in this regard by creditors of various Lehman entities.

Within Project finance: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s 12 project finance and infrastructure practice lawyers, including ten partners are based in its New York office, with 23 lawyers overall internationally. Praised by clients for having ‘specialists in all fields we had to cover’, the practice’s lawyers have project finance expertise within larger finance practices, including bankruptcy, restructuring and capital markets, as well as a number having a concentration in certain geographical practices such as Africa and Latin America. In the latter area, in particular, clients note that the practice has ‘wonderful knowledge’.

An example of the firm’s Latin American strength is its representation of marine terminal operator DP World regarding the development of a new container terminal in the port of Callao, Peru. The practice advised the client on the EPC contract and the $300m term loan facility of the project involving the largest and fastest growing container port on the west coast of Latin America.

While the firm has not seen the complexity or size of matters that its competitors enjoy, the traditionally sponsor side practice is particularly strong in the infrastructure arena and has worked on a number of matters in the oil and gas area recently.

On the lender side, the practice acted as counsel to Credit Suisse regarding the construction by Mexican corporation Torre Cívica of an office building that will be leased by the Government of Nuevo León, México. The team is also advising the prospective consortium members and financing sources regarding bids to acquire a concession for the Pennsylvania Turnpike.

CLIENTS: The firm’s sponsor driven practice includes clients such as Suez Energy Andino, North East Biofuels, and Central Térmica Loma de la Lata. Lender clients include ACON Investments and Deutsche Bank.

INDIVIDUALS: ‘Amazing legal mind’ Jeffrey Lewis is singled out by clients for his ‘intelligence, experience and negotiation skills’, focusing his practice on both national and international business and financing transactions including project finance. A client notes that they ‘wouldn’t go ahead with an important decision without listening to him’ as ‘he can find ways to overcome difficult situations with knowledge and ingenuity’.

Within Structured finance - securitization: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s securitization practice is an integral part of a wider structured finance group and the key members are creative, skilled, adaptable attorneys who are well placed to meet current market demands. Despite the reduction of new deals, fee-earners have been redeployed to handle restructuring and workout projects.

In a key mandate, Cleary Gottlieb Steen & Hamilton LLP is acting as counsel to Barclays in connection with its acquisition of Lehman Brothers’ North American investment banking and capital markets business following the investment bank’s Chapter 11 bankruptcy protection filing on September 15, 2008.

CLIENTS: Clients include CSFB, American Express, Invesco, Morgan Stanley, JPMorgan, Sherman Financial Group, Deutsche Bank, Greenwich, Nomura, UBS, Citigroup Global Markets and Goldman Sachs.

INDIVIDUALS: In the Washington DC office, Robin Bergen is ‘a standout’ with an impressive practice that includes regulation-related matters. In New York, David Sugerman’s experience in distressed asset securitization is likely to be in demand. Also based in New York, James Peaslee, nominally a tax partner, ranks as the US guru on the taxation of securitized transactions.

Within Structured finance: derivatives and structured products: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s structured finance partners ‘are particularly well-rounded and can address many issues on-the-fly without resort to internal specialists’. Clients point to numerous standouts at the firm, from transactional lawyers to support experts in ERISA and tax, the only gripe being that the sheer weight of work handled by the practice can sometimes lead to sparse partner contact. The US team, which divides between New York and Washington DC, is the largest in the global group.

Although a major force in structured finance product development, Cleary Gottlieb Steen & Hamilton LLP was not heavily involved in the badly damaged asset-backed and sub-prime sectors. As a consequence, not only has the practice avoided laying-off associates, it has been recruiting mid-level lawyers to the Washington DC and New York offices. Workflow in the early part of 2009 mainly comprised restructuring deals with market-value triggers and the more complex deals where the presence of a monoline raised creditworthiness issues.

The practice has leveraged of its international reputation to build a useful niche in assistance to sovereign funds seeking to wind up positions and, although not a major lobbying firm, has been advising a number of key trade associations on regulatory developments and technical interpretation. Other established strengths within a truly expert practice include equity derivatives and netting transactions.

In a busy and exceptional year, Cleary Gottlieb Steen & Hamilton LLP handled a variety of instructions, including serving as counsel to a large consortium of major firms in connection with the establishment of the Green Exchange, an initiative to allow the trading of climate, environmental and energy derivatives. It also acted as issuer’s counsel to Barclays Global Investors in connection with the designer launch of an exchange-traded fund on Goldman Sachs’ GSCI Index.

CLIENTS: Cleary Gottlieb Steen & Hamilton LLP’s clients include Credit Suisse, Bank of America, Invesco, Morgan Stanley, JPMorgan Securities, Barclays, Deutsche Bank, New York Stock Exchange, ISDA, Goldman Sachs, Greenwich, JPMorgan Chase, Wachovia, Nomura, UBS, Citigroup, Merrill Lynch, Lehman Brothers, Babson Capital Management, Financial Security Assurance and Barclays Capital.

INDIVIDUALS: In New York, Edward Rosen is regular outside counsel on derivatives matters to the Securities Industry & Financial Markets Association and advises ISDA, and several leading stock exchanges, on regulation and legislation. In the same office, ‘professorial but business-like’ Michael Dayan has counseled several major financial institutions including Credit Suisse and Goldman Sachs on equity derivatives and share repurchase transactions. Also in New York, Raymond Check ‘manages very complex transactions as if they are standard’, and Andrea Podolsky is highly recommended.

In Washington DC, Robin Bergen is ‘very good at focusing attention on the important points and dealing with them’, Mitchell Dupler brings regulatory matters within his expert practice, and associate Scott Goodwin is ‘a workhorse who can manage complex, concurrent closings without being fazed’.

Within Private equity funds: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s private equity fund formation group comprises three core partners supported by a pool of associates, attorneys whose expertise extends into the hedge fund sphere. Clients ‘think highly of their team’ and describe it as exhibiting ‘quality at senior level, but also further down the ranks’. Robert Raymond, an ERISA lawyer, now works substantially in the private equity sector, adding to the depth of the group.

The practice has helped structure many types of products, including feeder funds and funds-of-funds, and has extensive experience with distressed investment as well as traditional buyout vehicles. Set in the wider context, the fund formation group dovetails neatly with an excellent private equity transactional practice and the firm as a whole offers tax, ERISA and securities expertise and an international footprint. As clients put it, ‘the broader specialists are excellent’, and ‘what they do better than anybody else is that they are truly integrated across offices... they really do work together’.

Albeit a smaller team than most of its leading competitors, Cleary Gottlieb Steen & Hamilton LLP can point to a first-rate selection of investor and sponsor clients as evidence of its excellence, flexibility and capacity to handle a demanding workload.

The group’s recent activities include providing ongoing counsel to institutional investors such as 3M Pension Plan, American Express Retirement Plan, BNP Paribas, CSFB and Goldman Sachs in relation to limited-partner investments in private equity funds. Recent fund formation activities include representing regular client TPG in the formation of TPG Partners VI, a $20bn buyout vehicle focusing on US and European opportunities, as well as providing counsel to CCMP Capital Asia in the ongoing formation of its $3bn Asia Opportunity Fund III.

CLIENTS: Other representative engagements include Bank of America, Citigroup, Deutsche Bank, DLJ South American Partners, Fortress, Goldman Sachs, JPMorgan Securities, JPMorgan Private Investments, MBK Partners and Phibro.

INDIVIDUALS: New York-based ‘ Michael Gerstenzang is terrific’, ‘outstanding’ and ‘an awesome lawyer’. Clients enthuse that he demonstrates ‘incredible judgement’, ‘knows his stuff... up-to-speed on what is cutting edge’, and is ‘always available and responsive’ as well as being ‘very bright and able to identify issues quickly’.

New York-based partner Robert Raymond is ‘just a great guy; user-friendly and practical’, say clients. New York-based counsel Elizabeth Lenas ‘really knows her stuff’.

Within Executive compensation: National,

Cleary Gottlieb
steen & Hamilton LLP

PRACTICE: ‘There’s really nobody better in the business than Cleary Gottlieb Steen & Hamilton LLP ’, according to clients. Supported by a strong corporate group, the New York-based executive compensation practice has considerable depth and can also call on prominent individuals from elsewhere in the firm - names such as Alan Beller, former director of the SEC Division of Corporation Finance and a specialist in proxy disclosure rules. Clients testify to the attorneys’ ability, saying ‘I think the world of them. They are highly trained, skilled professionals who have not lost the human touch’, and that ‘they’ve seen every issue, they have a depth and a level of expertise that you don’t see anywhere else’.

The broad-ranging practice covers executive compensation, corporate governance, ERISA fiduciary matters and the compensation aspects of mergers and acquisitions, representing individual executives as well as corporations and compensation committees. Clients offer fulsome praise of the practice, saying ‘they’ve got universally recognized superstars’, ‘the quality of service is excellent’, and ‘I can’t recommend them highly enough’. Several clients point out that the team ‘gets out in front of issues’ and comprises attorneys who are ‘forward-thinking’ and ‘innovative in their views’.

Much of 2008 was devoted to revising a raft of compensation plans to comply with section 409A and beginning work on section 457A and its impact on private equity and alternative investment arrangements. The practice also analyzed the implications of TARP on executive compensation arrangements at, among others, Citigroup and Bank of America, as well as advising Hartford Financial Services Group in connection with $2.5bn of investment from Allianz. Clients conclude that the team is ‘the standard by which all other people in the practice judge themselves’.

CLIENTS: The practice advises Credit Suisse, Deutsche Bank, Morgan Stanley, JPMorgan Chase, Goldman Sachs, ING Group, Barclays Capital, MBK Partners, Continental Airlines, Sony, AT Kearney and United Auto Workers.

INDIVIDUALS: Clients rave about A Richard Susko, calling him ‘the vanguard of the practice’ and ‘the most widely respected and thorough practitioner in the field’. In particular, they point out that he is ‘always thinking through the issues’ and ‘really understands the financial services industry as well as business people’. Partner Arthur Kohn also comes recommended as he ‘always has an incredibly insightful view’. Both are based in New York.

Within International arbitration: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: With around 90 international litigation and arbitration specialists worldwide, Cleary Gottlieb Steen & Hamilton LLP comes recommended as ‘really professional’. Based in Washington DC and New York, the firm has represented eleven sovereigns or sovereign instrumentalities, including defending the government of Argentina in a large ICSID arbitration. The team currently has 57 pending arbitrations with a value of $67bn on its books.Recent practice highlights include successfully winning a $27m arbitration claim for the Ministry of Electricity of the Republic of Iraq, who the firm is currently representing in another arbitration for a similar value. The firm also won the dismissal of a lawsuit against Sanofi-Aventis by Rhodia, and successfully represented the Russian Federation against a $800m claim in an ICC arbitration.

CLIENTS: Along with the firm’s many sovereign clients, including Argentina, Russia and Mexico, other clients include Royal Bank of Scotland, Bank of America and Ricoh.

INDIVIDUALS: Focusing primarily on trial and appellate litigations and dispute resolution, Matthew Slater is ‘ focused on delivering results’, whilst Lawrence Friedman in the New York office shows ‘real enthusiasm’ when dealing with cases in fields such as mergers and acquisitions.

Within Securities: shareholder litigation: National,

Cleary Gottlieb Steen
& Hamilton LLP

PRACTICE: ‘Very a much a firm on the upswing’, Cleary Gottlieb Steen & Hamilton LLP has been at the heart of much of the flurry of activity affecting the financial markets. Leveraging off a ‘great bank regulatory practice’ and a significant SEC enforcement capability, the nine-partner New York-based securities litigation team has been instructed with impressive regularity by financial institutions facing high stakes litigation and enquiries. And although the team lacks the national scope of some of its competitors, with almost half of the firm’s practice located outside the US, it is a natural choice for defendants embroiled in cross-border disputes. Clients also appreciate the firm’s ‘high professional skills’ and ‘excellent cost/efficiency ratio’.

In a matter right at the heart of the recent economic meltdown, the firm is currently defending dozens of banks, including Bank of America, Merrill Lynch and Morgan Stanley, in class actions and individual actions brought against them in their capacities as underwriters of securities issued by Lehman Brothers.

While the department’s work within the financial sector may grab the headlines, it is also gaining increased traction advising issuer clients on significant securities litigation, frequently involving a cross-border component. For example, it represents Imax and certain
of its officers in relation to a federal securities class action brought by US and Canadian shareholders challenging its revenue recognition accounting.

CLIENTS: Instructed by a fairly even spread of issuer and underwriter clients, Cleary Gottlieb Steen & Hamilton LLP acts for the likes of Barclays Capital, Pall, Union Carbide, Citibank, Goldman Sachs, Imax, Sanofi-Aventis, Bank of America and UBS.

INDIVIDUALS: Described as a ‘thoughtful and insightful lawyer’, New York-based partner Mitchell Lowenthal has an excellent pedigree for work in the securities litigation arena, particularly on behalf of major financial institutions.

Also based in New York, Max Gitter, Lewis Liman and Lawrence Friedman are also highly regarded partners for work in this area.

Within White-collar criminal defense - mainly SEC enforcement: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: This ‘knowledgeable’ nine-partner practice represents a steady stream of key financial players and multinational players in DoJ and SEC-related matters, with 32 white-collar representations in 2008 and early 2009. The ‘responsive’ team is currently representing leading financial institutions in SEC and DoJ investigations relating to the collapse of Bear Stearns’ hedge funds and Lehman Brothers.

Other significant clients include GlaxoSmithKline, which the practice is representing in SEC and FCPA investigations, both arising from the Oil-for-Food program. Another corporate client is IMAX, which the practice is representing in connection with SEC investigations involving claims of accounting fraud across two jurisdictions.

Another significant client is Mark Gabelli, former portfolio manager of the Gabelli Global Growth Fund (GGGF), whom the practice is representing in a civil fraud suit brought by the SEC concerning short-term selling of mutual funds.

CLIENTS: Significant clients include LG Display, IMAX, GlaxoSmithKline, Merrill Lynch, Mark Gabelli and Pall Corporation.

INDIVIDUALS: David Brodsky in the New York office is recommended for his ‘excellent insight’ into government-related issues particularly. Lewis Liman, also in New York, is excellent for white-collar matters.

Within Antitrust - National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Led out of Washington DC but aided by an international footprint that includes, most significantly a ‘top-notch’ Brussels office, Cleary Gottlieb Steen & Hamilton LLP’s 13-partner antitrust practice provides ‘globally savvy advice’ to numerous blue-chip corporates.

‘The firm provides a winning combination of technical excellence and commerciality’, say clients. ‘Outstanding’, the firm’s integrated international approach is regularly brought to bear on the increasing amount of matters that require regulatory approval across multiple jurisdictions. For example, the department successfully secured both FTC and European Commission clearance to enable Google to go ahead with its $3.1bn acquisition of DoubleClick. Other significant merger clearance transactions include Molson Coors’ joint venture with SABMiller.

While the practice’s transactional prowess remains its principal calling card, its litigation expertise, both in criminal and civil proceedings, is also substantial. Indeed, it recently secured summary judgement on behalf of its client Ajinomoto in an action alleging that it and three other manufacturers conspired to fix prices and allocate markets for aspartame over a ten-year period.

CLIENTS: Knowledgeable across a range of industry sectors including financial services, technology, chemicals and consumer products, clients include Ajinomoto, Dow Chemical, Google, LG Display, Alpha Natural Resources, Bank of America, Molson Coors and Broadcom.

INDIVIDUALS: ‘Excellent and responsive’, acknowledge clients, Washington DC-based partner Mark Leddy offers wide-ranging civil and criminal antitrust expertise before the courts and agencies. ‘A superb lawyer’, Leddy recently advised Molson Coors in obtaining DOJ clearance for its joint venture with SABMiller.

Formerly deputy director of the bureau of competition at the FTC, Washington DC-based partner George Cary has an excellent pedigree in the antitrust arena. ‘Smart, thoughtful and pragmatic’, he is admired by clients for his contentious and non-contentious advice.

Washington DC-based partner Leah Brannon is regularly an integral part of the practice’s most significant transactions, including its recent representation of Google on its acquisition of DoubleClick.

Particularly strong on merger cases, Washington DC-based partner Mark Nelson ‘is not only an extremely talented antitrust attorney but he also has a keen sense of business and a talent to understand and grasp different situations very quickly’.

Within M&A: mega-Deals,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: The consensus is that Cleary Gottlieb Steen & Hamilton LLP ‘is having a very good year’. The firm is active in the big-ticket financial services M&A that defines the top of the market, but also demonstrates particular strength in the commodities and technology industries. The firm receives praise from clients for its ‘amazing international presence’ in Europe that distinguishes it from its top-tier M&A competitors, but its size is not detrimental to ‘excellent and timely service’. Clients say that the practice’s ‘work is always responsive and the advice is practical. The lawyers understand that the goal is to find solutions in addition to identifying legal issues’.

Cleary Gottlieb Steen & Hamilton LLP acted as counsel to Barclays in its acquisition of Lehman Brothers’ North American investment banking and capital markets businesses in one of year’s most high-profile deals.
In another representation connected with Lehman Brothers’ high-profile dissolution, the team acted as counsel to Hellman & Friedman in its proposed joint acquisition with Bain Capital of
Lehman Brothers’ asset management firm, Neuberger Berman. A highlight of the firm’s practice in the technology sector was acting
for Hewlett-Packard in its $13.9bn acquisition of EDS. Cleary Gottlieb Steen & Hamilton LLP also acted as counsel to Alpha Natural Resources in its proposed $10bn merger with Cleveland-Cliffs, America’s largest iron ore miner, to form one of the largest mining companies in the United States.

CLIENTS: The firm’s corporate M&A clients include Barclays, Hewlett-Packard, Alpha Natural Resources, Kindred Healthcare, Goldman Sachs and The Stanley Works.

INDIVIDUALS: One of the best known M&A partners at Cleary Gottlieb Steen & Hamilton LLP is Victor Lewkow, who practices out of the firm’s New York office. Clients recommend him as ‘a tremendous lawyer, with great M&A experience. He has amazing judgement - second to none. You want him on your side in a negotiation’. Another New York partner who is also repeatedly lauded as ‘very strong on the M&A side’ is Ethan Klingsberg, who does ‘a nice job of working on solutions to address deal issues’. Jeffrey Lewis and Michael Ryan in New York and Paul Marquardt in Washington DC are also singled out for praise. Clients say they are ‘good at strategy on their feet’ and are typified by their ability to ‘give solid practical advice without writing a handbook’.

Within Private equity buyouts: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: At the forefront of the private equity market since the early 1990s when Texas Pacific Group (TPG) became a client, Cleary Gottlieb Steen & Hamilton LLP has a strong reputation in the market. Since that time, as well as continuing to advise TPG, the practice has successfully grown out its client base to also include the likes of Hellman & Friedman and Warburg Pincus. Centred out of New York but also benefiting from lawyers on the ground in key financial centers in Europe and Asia, the team has the scope to handle both purely domestic and cross-border transactions, as well as being able to tap into the requisite tax, real estate and finance expertise.

Recent highlights include advising TPG Capital and GS Capital Partners in connection with the $28.1bn sale of Alltel to Verizon Wireless. In another notable mandate, the practice advised Hellman & Friedman on its proposed $2.15bn acquisition, along with Bain Capital, of Lehman Brothers’ asset management firm, Neuberger Berman. This transaction illustrated the team’s multi-disciplinary approach, involving as it did a significant input from the bankruptcy, M&A and employee benefits teams.

CLIENTS: As well as its core client, Texas Pacific, Cleary Gottlieb Steen & Hamilton LLP is also regularly instructed by Citigroup Venture Capital International, Goldman Sachs, Warburg Pincus and Hellman & Friedman.

INDIVIDUALS: Christopher Austin is well-regarded in the industry and led the firm’s representation of Hellman & Friedman on its proposed acquisition of Neuberger Berman.

Michael Gerstenzang is also recommended. Both partners are based in New York.

Within New York: capital markets,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: As Cleary Gottlieb Steen & Hamilton LLP never operated a ‘silo’ business model in real estate securitization or CMBS, it is perhaps less damaged by the financial markets paralysis than most. The five New York real estate partners are extremely versatile, with each developing experience of a variety of different transactions across the corporate, finance and dirt spheres through the years, and share among them an ‘unsurpassed ability to work through difficult issues’. This should ensure the group is well equipped whichever way the finance market evolves, and the wider firm’s global focus will continue to provide an interesting range of cross-border work. Acting for Goldman Sachs on the financing of the €4.5bn acquisition of department stores from Arcandor was a notable highlight for the firm.

CLIENTS: Deutsche Bank, UBS and Goldman Sachs are stand-out clients on the lender side.

INDIVIDUALS: Michael Weinberger, who ‘is able to craft solutions to problems that benefit both sides of a deal’ and who has ‘an excellent knowledge of the business’, has been key in developing the firm’s relationship with Goldman Sachs, while Steven Horowitz is an ‘excellent attorney’ and ‘a trusted advisor’.

Within New York: corporate and private equity acquisitions,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Known for its strong relationship with Goldman Sachs, Cleary Gottlieb Steen & Hamilton LLP’s ‘excellent’ five-partner New York practice provides ‘very accurate and professional advice’. It benefits by sharing the global outlook of the wider firm, a factor that perhaps insulated it slightly from the downturn in 2008, particularly early in the year when the team picked up valuable work from Middle East-based sovereign wealth funds. The practice notably advised Istithmar on the development of various resort hotels in 2008, and acted for Apollo Management and Texas Pacific Group on its leveraged buyout of Harrah’s Entertainment. Unlike many traditional Wall Street firms that focus solely on the corporate aspects of real estate, the team is also active in the dirt aspects real estate work.

CLIENTS: In addition to key client Goldman Sachs, the practice has represented Deutsche Bank, Dune Capital Management, Apollo Management, Texas Pacific Group and Istithmar.

INDIVIDUALS: Steven Wilner is rated as an ‘amazing attorney’ and a ‘trusted advisor’ and focuses on financial and corporate matters, as does Donald Stern who is also recommended.

Within Domestic tax: East Coast,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP ‘is stocked full of excellent lawyers and standouts abound in functions such as tax’. Clients comment on the breadth of the Cleary Gottlieb Steen & Hamilton LLP partners who are ‘able to address many issues without having to check with an internal specialist’, and on a balanced ‘shallow pyramid’ of experienced partners and associates who are ‘well up to speed and not having to learn on the job’. With nine partners handling tax work and an abundant flow of complex work, there are slight reservations about delivery - ‘sometimes the lawyers can be working on so many transactions at once that it is difficult to get their attention on items in a timely manner’. There are, however no negatives about quality - clients confirm complete satisfaction with the results achieved. The practice is a wide one which includes elements of controversy, employee benefits and some policy advice, but the core expertise is in transactional, corporate and capital markets advice and planning.

In a major transactions before the M&A instructions flow froze, Cleary Gottlieb Steen & Hamilton LLP counseled American Express Company in its $1.1bn acquisition of Corporate Payment Services, GE’s commercial card and corporate purchasing business unit. The tax practice is also contributing to the multidisciplinary teams working on bankruptcy and restructuring assignments, such as the early 2009 retention by Toronto-headquartered Nortel Networks and Cayman Islands-based Apex Silver Mines, and acted as counsel to Barclays in its bankruptcy court approved acquisition of Lehman Brothers North American investment banking and capital markets business.

CLIENTS: Tax practice clients include ConocoPhillips, Hewlett-Packard, ArcelorMittal and T-Mobile USA, as well as leaders in the financial sector including Goldman Sachs, Capital One Financial, American Express, Citigroup, UBS and Morgan Stanley.

INDIVIDUALS: The Cleary Gottlieb Steen & Hamilton LLP US tax practice, housed in New York, includes ‘very clever, very savvy’ Jason Factor, highly recommended for transactional tax matters and with plenty of experience in private equity. Kristofer Hess, who has advised in many complex high value acquisitions, is ‘always looking to solve problems, he knows we want to close deals’. Mary Alcock ‘is very knowledgeable and accessible’ in ERISA tax issues. The very popular Erika Nijenhuis is ‘very proactive in developing solutions that work on tax issues’.

Within Financial products: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s top rank structured finance and derivatives offering demands tax expertise to match. Establishment approval for the tax practice came with appointment as counsel to the Securities Industry and Financial Markets Association (SIFMA) in connection with tax issues related to the sub-prime meltdown and related credit crisis. The nine tax partners in the New York office have broad practices and several of the partners include complex structured finance and financial product work in their portfolios. Clients confirm great confidence in ‘consistently sound judgment’.

Cleary Gottlieb Steen & Hamilton LLP tax lawyers were members of the team which counseled Bank of America as lead provider to the master liquidity enhancement conduit, known as M-LEC, organized by Bank of America, Citigroup and JPMorgan Chase in consultation with the US Treasury Department, to provide $200bn in financing and credit support to asset-backed commercial paper conduits holding mortgage-backed securities. Cleary Gottlieb Steen & Hamilton LLP was also appointed as special tax counsel to Citigroup Global Markets as underwriter in a series of equity-linked and fixed index-linked structured notes to a value of some $3bn issued by Citigroup Funding

In a representative example of transactional work requiring structured finance tax input, the practice advised Goldman Sachs through the acquisition of Litton Loan Servicing, a service of sub prime mortgage loans and the related restructuring of Litton’s former parent Credit-Based Asset Servicing and Securitization.

In slightly different territory, Cleary Gottlieb Steen & Hamilton LLP has assisted several major financial institutions undergoing Internal Revenue Service audit controversies in connection with cross-border structures, convertible debt instruments and tax-driven financial products.

CLIENTS: Clients include many major banks such as Credit Suisse, Invesco, Morgan Stanley, JPMorgan Chase, RBC Dain, Deutsche Bank Merrill Lynch, Nomura and UBS. The wider client base includes investment managers such as ColumbusNova.

INDIVIDUALS: Cleary Gottlieb Steen & Hamilton LLP’s New York-based tax partners include James Peaslee, the author of Federal Income Taxation of Securitization Transactions, who is ‘confidence inspiring and a pleasure to work with’. William McRae has built a niche in the taxation of swaps, convertible bonds and other exotica within his strong practice. Also commended by clients are Erika Nijenhuis and Kristofer Hess.

Within International firms: National,

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: Cleary Gottlieb Steen & Hamilton LLP’s New York-based US tax practice includes international instructions within a comprehensive offering and according to clients, ‘the interaction between international offices is seamless’. The accomplished US tax practice in London, which is so important to the high standard of cross-border service, is underpinned by the long-term placement of an experienced US tax partner in the London office. The Paris and Frankfurt offices are also important contributors. While the main concentration of international work in recent years has been in M&A transactions, the practice also has wide experience in global capital markets and structured finance.

In a high-profile appointment which reflects the Cleary Gottlieb Steen & Hamilton LLP ability to meet the challenges of a changing market, tax advice was provided to Temasek and the Korean Investment Corporation on investments in Merrill Lynch during the summer of 2008. In other instructions involving sovereign investment funds, the tax practice was instructed by Citigroup in both the $7.5m sale of convertible securities to the Abu Dhabi Investment Authority and the subsequent $12.5bn equity offering to investors including the Singapore Investment Corporation and the Kuwait Investment Authority.

The US tax practice also counseled the underwriters, led by Kotak Mahindra Capital and UBS Securities India, in the $2.93bn initial public offering of Reliance Power, the major Indian power generation company.

In October 2008 Cleary Gottlieb Steen & Hamilton LLP tax attorneys in New York and London assisted Bank of America in the sale of its prime brokerage operations to BNP Paribas and also advised Dexia, the global public sector financial services provider, on all aspects of its €6.4bn recapitalization plan which included injections by Dexia’s Belgian shareholders and the governments of Belgium, France and Luxembourg.

CLIENTS: Clients assisted by the international tax practice include Goldman Sachs, Manitou Group, NYSE Euronext, Bank of America, Capital One, American Express, The Stanley Works, Evraz Group, Verisign, Grupo Petersen, ING Group, Stora Enso Oyj, Mittal Steel, Banco Bilbao Vizcaya Argentina, Credit Suisse, and HSBC Securities.

INDIVIDUALS: Highly recommended in the New York office is Leslie Samuels ‘incredibly brainy and knowledgeable - he really is the tax encyclopedia’, who brings his experience at the US Treasury Department and the OECD to the practice. Yaron Reich has a strong international tax practice with niche expertise in banking, the financial sector and cross-border restructuring. Erika Nijenhuis led in the Dexia instruction. James Duncan, who spent 15 years in the London office, boasts a particular expertise in international capital markets work.