The Legal 500

Within Asset finance and leasing: National,

Clifford Chance

PRACTICE: Bolstered by the recent relocation of Rod Howell from Hong Kong to the firm’s New York office, Clifford Chance’s ‘excellent’ four-partner asset finance practice has established a foothold in the aviation finance market. However, clients express doubts about the strength of the team below partner level, with one noting that ‘associate support in the aircraft finance area of the New York office has been inconsistent’, albeit there are ‘signs of improvement’.

‘A formidable presence for the more structured deal in the market’, despite the recent dip in the securitization market, notably, the practice has been involved in the majority of transactions that have closed. Handled right in the teeth of the initial sub-prime induced economic downturn, the group advised Credit Suisse and Morgan Stanley on Babcock and Brown Air Limited’s $1.5bn offering of Class G-1 floating rate notes and SEC-registered public offering of shares. Also of note was the team’s recent representation of Calyon, as structuring agent in connection with Aircraft Lease Securitization II Limited’s $1bn aircraft securitization. Involving an innovative amalgam of a bank loan and capital markets structure, the transaction underscores the firm’s ‘creative and reasoned’ approach to deals.

Clifford Chance has handled an increasing volume of work for clients in the regular operating leasing and commercial loan markets. For example, it recently advised the Royal Bank of Scotland on a $170m loan to JetBlue Airways.

Although the firm’s primary focus remains on aircraft financing, it has been involved in other transportation financings, including its work for Appollo Management on the $465m first lien financing of the acquisition of three luxury cruise vessels.

CLIENTS: Clients include AerCap, Alliance & Leicester, Calyon Securities, Export Development Canada, GATX, HSBC, ING Capital, Macquarie Air Finance Group, Pioneer Aviation, Royal Bank of Scotland, Standard Chartered Bank, UBS Securities and West LB.

INDIVIDUALS: ‘Intelligent, experienced and hands-on’, say clients, New York-based partner John Howitt co-heads the firm’s asset finance practice. Active across a range of aircraft financings, including leveraged lease transactions, operating leases and aircraft purchases and sales, Howitt recently advised the Royal Bank of Scotland on its aforementioned $170m loan to JetBlue Airways. ‘He’s very hard-working, and when we call him he is either available or gets back to us promptly’, say clients.

‘A significant player in the aircraft portfolio securitization market’, New York-based partner Zarrar Sehgal recently advised Calyon as underwriter on Aircraft Lease Securitization II Limited’s $1bn aircraft securitization.

Within Capital markets: equity offerings: National,

Clifford Chance

PRACTICE: While Clifford Chance does not hold the same market share in terms of issuer and manager representations as some of the leading firms, it does continues to act for a number of elite financial institutions. The firm’s financial institution focus is clear as the leading issuer and manager mandates from the last 12 months have all been for financial clients. Clients, who observe that the firm is ‘well connected in the industry’, have noted this, as well as declaring that the ‘quality of service has been excellent’. While such an approach may impinge on the number of matters that the practice has recently worked on and the scope of work it covers, it has given Clifford Chance a strong following among clients.

Illustrating the firm’s strong relationships between its practice groups, as well as its ability to attract large mandates, the practice represented Citigroup Capital Markets and UBS in December 2007 as lead underwriters regarding a $3bn common stock and mandatory convertible preferred stock offering for Sallie Mae. This transaction involved more than 30 partners and associates from the firm’s banking, corporate finance, financial products, litigation, M&A and tax departments,

In March 2008, the practice represented the underwriters JPMorgan, Citigroup and Merrill Lynch regarding the $220m offering of convertible preferred stock by Alexandria Real Estate Equities and in June 2008 acted for JPMorgan as underwriter regarding the $379m offering of common stock by CapitalSource.

As a global firm, its international spread is undeniable, with a Latin America focus that has led to a large number of matters in this area. On the issuer side for example, the practice advised Brazilian bank Bicbanco regarding its $477m Brazilian IPO and 144A/Reg S preferred share offering in October 2007.

CLIENTS: Manager clients include Morgan Stanley, Barclays Capital, UBS and Deutsche Bank, while issuer clients include NYSE Euronext, Cogdell Spencer and the Governor and Company of the Bank of England.

INDIVIDUALS: Corporate and securities lawyer Jay Bernstein is co-head of the firm’s Americas region as well as the Americas region of the firm’s real estate funds and investment banking group and is described as the ‘quintessential business man’s lawyer’ by clients. The ‘trusted business partner for our investment bankers’ co-led on the Sallie Mae matter.

New York based-partner Andrew Epstein is praised by clients for ‘ his skill in managing client requests and crafting language sufficient in answering SEC questions’, coupled with his ‘excellent customer service’. Epstein also led the Sallie Mae matter with Jay Bernstein and Tony Lopez.

Within Capital markets: global offerings: National,

Clifford Chance

PRACTICE: Wall Street stalwart Clifford Chance’s strength in global offerings is no surprise due to its international presence and its ‘excellent team’ in the US. The firm boasts 31 offices throughout the US, Europe and Asia, and is singled out by clients for its particular strength in Latin America; praised as a firm that ‘knows the Brazilian market and the cultural environment to implement deals’ illustrating a deep insight into international culture as well as legal knowledge is important to the firm’s clients.

2008 has seen a strong connection between the firm’s US and London offices. The practice advised NYSE Euronext regarding a debut Regulation S, €750m Eurobond issuance to be dual listed on the regulated market of the Luxembourg Stock Exchange and Eurolist.

The rise in its profile on the financial institutions side in 2008 is due to the level of clients and complexity of work carried out in the area. Illustrating the firm’s expertise on the financial institution side, the practice advised Morgan Stanley and Citi regarding the $1bn debt offering by Brazilian government owned development bank BNDES. This matter also shows the team’s strength in complex matters as it included Regulation S and Rule 144A elements, different stages the bond offering, and an extension of maturity and mandatory exchange.

On the corporate side, the practice advised steel producer Usinas Siderurgicas de Minas Gerais regarding the $400m debt offering of Usiminas Commercial, closing in January 2008.

CLIENTS: On the corporate side, clients include Usinas Siderurgicas de Minas Gerais. Despite the firm’s concentration being in the representation of financial institutions, it has acted for corporate clients such as MetroPCS Communication. Financial institution clients include Bicbanco, UBS, Credit Suisse and Deutsche Bank.

INDIVIDUALS: Corporate and securities partner Jay Bernstein is based in New York and is regarded by clients as being ‘very creative in structuring the deal and he brought a great deal of experience to bear in the project’. Bernstein is the co-head in the Americas region of the firm’s real estate funds and investment banking group, and acts for clients in both national and international markets.

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

Clifford Chance

PRACTICE: Regarded in this market as a mid-tier firm, Clifford Chance has seen a downturn in terms of the number of significant high-yield matters that it has produced over the last year.

Despite this, the firm has illustrated its continuing ability to act on complex high-yield matters in the representation of the placement agent and financial advisors, UBS and FBR, regarding Thornburg Mortgage’s issuance of $1.5bn of senior subordinated secured notes in March 2008. The transaction included warrants to purchase common stock, a participation in certain mortgage-related assets and a $200m escrow for future notes and warrant issuances to fund preferred stock tender offers.

Keeping the practice busy over the past year, the firm has turned its attention to solving the current problematic situations that corporate clients have found themselves in since the crashing of the high-yield market. The practice focuses on recapitalisation, restructuring and advising specific issues and investments. The practice takes advantage of the partner’s bank and bond expertise as well as the expertise, of other practices supplementing the knowledge and expertise of the practice’s five partners and 15 associates.

CLIENTS: Issuer clients that the firm has acted for in the past include Waterford Westwood, Thomson Directories and TM Group. Manager clients that the firm has acted for on the issuer side include UBS and FBR.

INDIVIDUALS: Jay Bernstein is regarded by clients to be a ‘highly responsive’ partner, and is praised by clients for providing ‘leadership in solving problems and getting deals done’. Bernstein is based in New York and is the co-head of the Americas region’s financial institutions group and real estate funds group.

Within Corporate restructuring: National,

Clifford Chance

PRACTICE: Leveraging off the firm’s impressive portfolio of blue-chip financial services clients and its network of foreign offices, Clifford Chance’s New York-based ten-partner team is well positioned to handle problems related to the credit crunch.

Working closely with its worldwide offices, it is active on behalf of a number of top European banks with exposure to Lehman Brothers’ recent bankruptcy. In another deal that involved input from the London and Hong Kong offices, the US team is representing JPMorgan as security agent to a lender syndicate in connection with the global restructuring of LG Philips.

Although it remains regarded as a support service to its European offering, the US office continues to pick up an increased level of representations where it leads the deal. For example, on behalf of Royal Bank of Scotland, the group led the steering committee for counterparties with exposure to the beleaguered monoline insurer, ACA Financial Guaranty.

CLIENTS: Instructed by numerous foreign and domestic financial institutions, clients include Calyon, JPMorgan, Bank of New York and Royal Bank of Scotland.

INDIVIDUALS: Head of the bankruptcy and restructuring practice, New York-based partner Andrew Brozman has an impressive track record advising financial institutions as creditors in significant bankruptcies. He is active for a number of banks in the Lehman Brothers Chapter 11, and he also led the US part of the work for JPMorgan in the global restructuring of LG Philips.

New York-based partner Jennifer DeMarco is the other key member of the team who, like Brozman, also has a strong financial services bent to her practice.

Within Project finance: National,

Clifford Chance

PRACTICE: Despite having a small practice of four partners and nine associates based in the US who focus on the area, Clifford Chance’s project finance practice proves its worth through acting on a number of 2008’s leading matters.

With a definite lender leaning, the practice has excelled in acting for lenders, particularly internationally, with international transactions make up approximately seventy percent of its workload. An example of such work is the representation of BNP Paribas in the financing and related documentation of the $5.2bn project financing of a petrochemical complex in Jubail, Saudi Arabia. This matter was particularly complex due to adherence to Islamic finance precepts.

Again illustrating the practice’s international strength, it acted on the first three successful project financings to reach financial close under the Philippine government’s electric production privatization initiative. The first project saw the practice represent the lenders International Finance Corporation, Nordic Investment Bank and a consortium of Philippine banks regarding the $542m multiple currency financing of the 360MW Magat hydroelectric power plant in the Philippines. A second matter saw the practice act for Asian Development Bank, International Finance Corporation, and a consortium of Philippine banks regarding the $1.1bn multiple currency financing of the 660MW gross Masinloc coal-fired thermal power plant in the Philippians.

On the sponsor side, the practice acted for Petroperu regarding the $1.2bn refurbishment of their largest refinery, and represented Électricité de France regarding the $1.45bn sale of electricity generation plants to the Spanish energy group Gas Natural. This was the largest energy M&A transaction in Latin America of 2007 and involved the purchase of five combined-cycle plants and a gas pipeline from both Mitsubishi and Électricité de France.

CLIENTS: Clifford Chance’s impressive list of lender clients includes The Inter-American Development Bank, the African Development Bank, the Asian Development Back, Citigroup and The International Finance Corporation. Sponsor clients include Petroleos del Peru, Siemens Project Ventures and the Delhaize Group.

INDIVIDUALS: Partner Lori Bean is praised by clients for taking ‘ownership of the project’ and for being ‘more than just a lawyer’ to clients in terms of offering her opinion on ‘business issues based on her experience to make sure that we are structuring the transaction correct’. Washington DC-based Bean focuses her practice on the development and financing of energy and infrastructure projects.

Clients describe joint-head of the America energy and projects group Christopher McIssac as an ‘efficient and effective’ lawyer. McIsaac, who is also based in Washington DC, focuses his practice on the financing and development of complex infrastructure projects.

Within Structured finance: derivatives and structured products: National,

Clifford Chance

PRACTICE: Clifford Chance ‘has assembled an impressive team of experienced attorneys offering hands-on participation which gives a strong sense of confidence’ according to clients. Steven Kolyer heads a nine-partner practice that handles the comprehensive range of complex, high-value derivative and structured financial products. Clifford Chance ranks at the very top in expertise and attracts a steady stream of challenging instructions. The practice is well equipped to
meet the demands of the current credit-stressed market. Worldwide, the practice group is certainly one of the largest in any law firm and the US team is an essential component in this global offering.

In a challenging year, Kolyer led the team that advised Goldman Sachs in connection with the restructuring of the $7bn structured investment vehicle (SIV) in receivership formerly known as Cheyne Finance - the innovative restructuring included a newly issued structured security with unique features providing flexibility to a variety of holders. The practice also advised more than 20 clients in various aspects of closing out swaps, repos and other transactions with Lehman Brothers - the work involved collaboration between bankruptcy and derivatives practices.

Clifford Chance lawyers continue to assist ISDA and the Securities Industry and Financial Markets Association in the development and implementation of standard form master agreements.

CLIENTS: The practice’s clients include Ares Management, Calyon, Citibank, Dexia Credit, First Republic Investment Management, GM Pension and Affiliates, Guggenheim Aero Finance, Barclays Capital, MassMutual Financial Group, Morgan Stanley, Pearl Street Capital, Seix Advisors, Bank of New York, Malkin Group, UBS and HillMark Capital.

INDIVIDUALS: All the recommended partners practice from New York. Frederick Utley, a pioneer of structured finance, remains persistently innovative, and ‘is very pragmatic and gets the deal is done - especially in time-sensitive situations’. Steven Kolyer ‘is tireless and has the endurance to argue his position even as others are wearing down in extremely technical and complex discussion’. David Yeres is ‘one of the most accomplished lawyers in the field’, and David Felsenthal is ‘personable, knowledgeable and commercially savvy’. Jerry Marlatt is commended for his wide expertise and approachability.

Within Alternative/hedge funds: National,

Clifford Chance

PRACTICE: Clifford Chance’s hedge fund practice forms part of the asset management group, and includes lawyers who work across both the registered and unregistered fund sectors. The US team flies somewhat under the radar, courtesy of the attention afforded to its large group of London-based colleagues. Nonetheless, the New York office is capable of handling top-end projects for the right clients with ‘insight, accuracy and speed’. The firm’s extensive footprint internationally - including its London team - is useful for cross-border activity and clients can be confident in the resources that can be devoted to matters when necessary. Clients describe the service as consistently ‘excellent’, possessing ‘good subject matter knowledge and good service’. Furthermore, the fees are competitive and ‘reasonable’, with clients saying the practice exhibits ‘cost-efficiency’.

Clifford Chance’s recent workload has involved fund manager mergers and restructuring across the investment management spectrum, in addition to representing institutional sponsors or investors, particularly in placing strategic investments in hedge funds or engineering credit-opportunities vehicles.

In late 2007, the practice established a major credit-opportunities fund for Ares Management, a platform through which to launch other investment vehicles such as hedge funds, CDOs or CLOs. In 2008, the group created several new funds for regular client Morgan Stanley Asset Management. A joint New York and London team recently set up a sustainable green fund for Generation Advisors.

CLIENTS: Other clients include Aberdeen, BlackRock and Merrill Lynch.

INDIVIDUALS: All the recommended partners are based in New York. Clients appreciate Richard Horowitz for his ‘responsiveness’ and ‘depth of experience and knowledge’. He offers ‘a very good combination of theory and practicality’. Brynn Peltz is ‘tireless, accessible and very insightful’. The ‘very versatile’ M&A and securities expert Jeff Berman is also admired for his advice to hedge funds.

Within Mutual/registered funds: National,

Clifford Chance

PRACTICE: Clifford Chance ‘brings to the table the high level of technical proficiency that one would expect from a first-level firm’, according to clients. Its New York office offers ‘very good’ services in the ’40 Act space, showing ‘a superior capacity to interact effectively with regulators’ in representing open and closed-end mutual funds, ETFs and investment advisors as well as handling registered funds-of-hedge-funds and BDCs on behalf of clients.

Sitting within the firm’s solid international framework, the practice is particularly popular with globally focused clients. As expected of an international law firm, client support from the legal team is ‘tireless, accessible and very insightful’.

Furthermore, clients opine that Clifford Chance’s ‘approach to dealing with our issues is crisp and decisive’, and ‘at all times recommended strategy is made clear to us’. Overall, other than its primary representation of the Morgan Stanley funds, the practice’s engagements are not consistently comparable with the top-tier firms leaving the depth of the practice untested by handling simultaneous top-end tasks.

Among its most notable clients, Clifford Chance represents Morgan Stanley’s institutional funds and entire retail complex with more than $200bn assets under management. The firm’s recent achievements include serving as underwriters’ counsel to Merrill Lynch for the $429m issuance of common shares by Cohen & Steers Global Income Builder on the New York Stock Exchange (NYSE).

CLIENTS: In addition to clients noted above, Clifford Chance serves numerous large mutual fund families, registered investment companies, independent trustees, investment advisors and underwriters. These clients include Claymore, Invesco PowerShares, Kohlberg Capital, Prospect Capital, Reserve Funds, Schroders Funds and Van Eck Associates.

INDIVIDUALS: All of the recommended individuals operate out of the New York office. Brynn Peltz demonstrates particular expertise in registration and compliance, and exhibits ‘exceptional capacity to understand and act on non-standard elements of our business model’ and is a ‘very effective coordinator’. Stuart Strauss has developed a practice that includes a significant ETF workload, and is praised for ‘very good legal skills’. Counsel Leonard MacKey and partner Richard Horowitz are also recommended.

Within Real Estate Investment Trusts (REITs): National,

Clifford Chance

PRACTICE: Exhibiting ‘superior service and skill levels’ and possessing ‘deep technical skills balanced by practical experience’, Clifford Chance’s US-based REIT practice has long since expanded beyond the stage where it was dependent on
its UK colleagues. The team is now packed with an array of impressive attorneys, whom clients say ‘are great’, ‘excellent’, ‘outstanding’ and ‘highly responsive to client’s requests and timeframes’. In addition to top-quality partners - ‘all the partners are exceptionally talented’ - the associates are regarded as being of a high standard.

The group can tap into global resources including renowned tax and securities practices, and clients appreciate this ‘greater level of resources and bandwidth’. While the practice remains best known for its transactional capabilities, it is building the strength of its track record in REIT structuring and as counsel to issuers and underwriters on IPOs. The firm has what clients describe as ‘specialized expertise’ in mortgage and other specialty finance REITs. Clifford Chance is arguably ‘top of the list’ with regard to mortgage REITs. Additionally, the group handles asset-based property REITs.

In some quarters there persists a perception that the practice lacks genuine US presence, but the caliber of the attorneys, client base and the scope of the group’s engagements lends that view an increasingly anachronistic aspect. Already, high-caliber clients regard the practice as ‘go-to’, ‘the best legal minds in the industry’ or ‘one of the top two or three I use in this area’. But, as consistently impressive as the recommendations are, the practice’s achievements in a REIT M&A context (where it is unquestionably up with the industry leaders) are not quite matched by the scale of REIT formation and financing activities. The scale of its work remains more modest and narrower in scope relative to the established leaders.

For example, following on from its recent representation of SL Green Realty in the $6bn acquisition of Reckson Associates, in April 2008 the practice helped Gramercy Capital to complete the $3.4bn acquisition of American Financial Realty Trust. On the issuer side, from fall 2007 through to spring 2008 the firm represented iStar Financial in a series of issues worth almost $1.8bn, culminating in $750m of senior notes in May 2008. This deal was substantially larger than the majority of offerings handled by the group, which more typically fall at or below the $250m mark.

CLIENTS: Underwriter clients include Deerfield Capital, Duke Realty, Highland, Kite Realty, Levitt, Maguire Properties and Northstar Realty. On the issuer side, clients include Alesco, Bank of America, CBRE Realty Finance, Citigroup, Cogdell Spencer, Credit Suisse, Deutsche Bank, Friedman Billings Ramsey & Co, Goldman Sachs, Gramercy Capital, iStar Financial, Merrill Lynch and SL Green Realty.

INDIVIDUALS: Clients consider the ‘excellent’ Larry Medvinsky to be ‘knowledgeable and responsive’ and ‘a businessman’s attorney’. Jay Bernstein, the practice leader, is ‘highly knowledgeable about REIT structures’. Andrew Epstein provides a ‘high level of service’ and is ‘skilled in managing client requests and crafting language’. Clients say both he and Bernstein are ‘seasoned legal advisors’ and ‘lawyers capable of solving problems, not just identifying them’.

Richard Catalano offers ‘great ideas in tax’ and is ‘able to concisely communicate complicated tax issues and questions’ - for some he is ‘the best REIT tax lawyer in the US’. Kathleen Werner has ‘broad and deep skills’. Real estate lawyer David Djaha provides valuable support in relation to REITs. All of these partners are based in New York.

Within Securities: shareholder litigation: National,

Clifford Chance

PRACTICE: Clifford Chance provides ‘high quality work’ to a dynamic mix of issuers and underwriters. In an area where there is such a symbiotic relationship between the civil litigation and regulatory and white-collar investigations, it is however, notable that the firm recently lost a three-partner white-collar team to Skadden, Arps, Slate, Meagher & Flom LLP. Indeed, one major banking client suggested that the firm ‘needs to beef up its regulatory enforcement practice’.

Despite this, the 11-partner group has been involved in a raft of significant matters relating to the current financial crisis. As well as advising clients on high-profile auction rate securities investigations, it also represents the Independent Trustees of the Reserve Fund in a number of matters that followed when the Primary Reserve Fund ‘broke the buck’.

A vast international footprint also ensures it is regularly instructed on global IPO issues, such as its involvement for JPMorgan and an underwriting syndicate, in the Xinhua IPO litigation. In another matter that incorporated a multi-office approach, the firm recently secured summary judgement for Citigroup in relation to the Parmalat US class action.

CLIENTS: Clients include AllianceBernstein, Bank of New York Mellon, BlackRock, Charles Schwab, Citigroup, JPMorgan, Merrill Lynch, Morgan Stanley, Royal Bank of Canada and UBS.

INDIVIDUALS: Co-head of the firm’s securities litigation, regulatory and white-collar team, New York-based partner George Schieren ‘is a pleasure to deal with’, say clients. Benefiting from ‘an excellent approach to client relationships’, he was recently an integral part of the team that secured summary judgement on behalf of Citigroup in the Parmalat US class action.

Co-head of the group, New York-based partner Mark Holland is particularly recommended for his representation of mutual companies.

‘A high quality litigator’, say clients, rising star Mark Kirsch successfully cultivated the group’s thriving relationship with the Bank of New York Mellon.

Within White-collar criminal defense - full service: National,

Clifford Chance

PRACTICE: The combined international and regulatory expertise of Clifford Chance’s practice makes the team well equipped to deal with cross-border regulatory investigations. The bench includes former regulators, such as an ex-head of the FSA and former Deputy of Commerce, Wendy Wysong. That said, the white-collar group lost several key lawyers, including David Meister, Warren Feldman and John Carrol, who moved to Skadden, Arps, Slate, Meagher & Flom LLP in December 2008, leaving question marks about the remaining seven-partner practice.

In an area that demands global reach, the firm has the benefit of a global footprint and it is not surprising that international investigations and FCPA cases are the practice’s specialty.

In 2008, the practice represented Morgan Stanley when the bank was confronted with investigations into the information it provided to clients concerning the liquidity of the auction rate securities market, obtaining settlements for the bank in investigations led by the New York Attorney General and the Illinois Securities Department.

Another successful outcome was obtained for former New York Stock Exchange employee, Michael Stern, who was acquitted of his criminal securities fraud conviction in July 2008.

CLIENTS: In addition to the above, the practice also represents the former CEO of United Rentals, Wynnefield Capital, the trustees of a money market fund, a former executive of a major investment bank, and a European bank.

INDIVIDUALS: Mark Kirsch has a reputation for achieving good results in white-collar securities matters.

Within M&A: mega-Deals,

Clifford Chance

PRACTICE: Clifford Chance has a small presence in New York, with nine partners who focus exclusively on M&A. The firm’s undoubted strength is its ability to leverage its global presence on cross-border deals, whether inbound to or outbound from the US. That said, the market remains unconvinced that the firm’s US practice, which was founded through a merger with Rogers & Wells in 2000, has significant capability on mega-deals.

The practice’s highlight deals include acting for Bayer Healthcare in connection with its acquisition of the over-the-counter drugs business and related assets of pharmaceutical company Sagmel. The transaction, which was led out of New York, also involved involved (Clifford Chance) lawyers from Germany and Eastern Europe. The team also represented Mapfre in its $2.6bn acquisition of Massachussetts-based insurance holding company The Commerce Group.

The firm additionally has an active practice in the middle-market, with deals including E*TRADE Financial Corporation’s sale of its Canada business to Bank of Nova Scotia for $515m and Hypo Real Estate Capital Corporation in its $534m acquisition of Quadra Realty.

CLIENTS: The firm’s M&A clients include Gramercy Capital, Seimens, Candover, E*TRADE, Jefferies & Co, SL Green Realty, Kraft Foods, Bayer Healthcare, Parques Reunidos and CBRE Realty Finance.

INDIVIDUALS: Clients recommend M&A co-chairs Brian Hoffman and John Healy and their team for their ‘professionalism, work under time pressure, prompt and constructive feedback and ability to close deals in tight timelines’.

Within New York: capital markets,

Clifford Chance

PRACTICE: Clifford Chance enjoys excellent relationships with key lending banks almost everywhere in its global network. This is also the case in New York where clients appreciate it as a ‘global and capable’ firm that has particularly prowess in finance, an area where it is deemed ‘literally perfect’ and ‘within the top 5%’ due to its ‘outstanding service’. Unsurprisingly, given its global footprint, it is particularly popular for cross-border, multi jurisdictional work. Recent highlights include acting for Morgan Stanley Mortgage Servicing on its role as administrative agent on a $2.5bn revolving credit facility and its syndication to three lenders in Europe.

CLIENTS: Clients include JPMorgan, Sumitomo Mitsui, Morgan Stanley, Yes! Investors, Jumeirah, Northstar Financial, Citigroup, Capital Trust, Mizuho Corporate Bank and Goldenbridge Advisors.

INDIVIDUALS: Clients ‘could not be happier’ with the ‘well coordinated’ and prompt services of Ness Cohen and Jay Bernstien, two of the key partners in the firm’s New York real estate team.

Within Domestic tax: East Coast,

Clifford Chance

PRACTICE: Clifford Chance’s US tax practice has added some senior weight with a shrewd lateral hire, and the promotion of a senior associate, and now fields eight partners. The Clifford Chance strategy of steadily building strength by highly selective recruitment and a collegiate approach has created a practice of the highest quality. Substantially New York-based, with a smaller group in Washington DC, the US tax lawyers are an essential resource for the multi-disciplinary teams which form to meet the demands of firm’s key markets in complex, high value, M&A, private equity and structured finance. Clients comment on superb service standards and high professional standards with a ‘proactive and supportive attitude’.

In a complex REIT matter, Clifford Chance tax lawyers were major contributors to the representation of Alesco Financial in the sale of a Cayman sub-subsidiary holding positions in credit default swaps. The deal raised complex tax issues for both the seller and the purchaser including aspects of the US tax rules relating to REITs and to controlled foreign corporations.

Advice was also given to Gramercy Capital on its acquisition of American Financial Realty Trust for $3.4bn, which included the assumption of the target’s outstanding debt.

CLIENTS: Clients include Morgan Stanley, BaseCamp, First Corporation, Royal Bank of Scotland, Hypo Real Estate Capital Corporation, Citigroup, Invesco, Cogdell Spencer, Ares Management and Merrill Lynch.

INDIVIDUALS: Clifford Chance’s New York-based team includes the ‘extremely intelligent and knowledgeable’ Philip Wagman, who is recommended for transactional and private equity instructions. Also in New York, Robert Thornton Smith, recruited from Linklaters in September 2008, is an experienced heavyweight and Christopher Roman, who was named partner in May 2008, is vice-chairman the American Bar Association’s REIT Committee and specializes in investment funds.

Within Employee benefits: National,

Clifford Chance

PRACTICE: Clifford Chance’s employee benefits tax practice, six strong in the US, binds to the global network and routinely joins multi-disciplinary teams in both domestic and international instructions. Specific expertise includes the tax aspects of ERISA, stock ownership, benefits and profit-sharing schemes although one-off, complex, projects constantly demand innovative thinking.

Clifford Chance employment tax specialists advised a US-based global private equity company on a major European acquisition which involved complex compensation issues and subsequently, advice in connection with deferred compensation incentives. The practice also advised Dexia on the development and rollout of equity and incentive arrangements for US employees which required detailed consideration of the treatment of foreign dividends. Additional issues addressed included withholding taxes and the treatment of globally and mobile employees.

CLIENTS: The employee benefits practice advises Siemens, Candover Partners, Mapfre, Marathon Asset Management, Partners Group, Citigroup, Zurich Financial Services, Volvo and Merrill Lynch.

INDIVIDUALS: Clifford Chance’s New York-based partner Jeffrey Lieberman, ‘a really switched-on guy - practical and proactive’ ranks at the top for ERISA tax instructions within a wide practice. Also in New York, counsel Robert Stone, ‘very talented and personable’, is recommended for complex employment matters.

Within Financial products: National,

Clifford Chance

PRACTICE: Clifford Chance’s New York financial product tax lawyers provide the sophisticated input required to maintain the firm’s leading position in structured finance. The UK origins and global reach of Clifford Chance provide an edge in cross-border instructions. Clients commend the practice on ‘quick responses no matter how complicated the documentation’.

Clifford Chance was chosen to advise Goldman Sachs in the high-profile, long-running, restructuring of Cheyne Finance, a Structured Investment Vehicle (SIV), with a portfolio of some $6bn of securities, in receivership. The challenging instruction required that the reconstruction met the competing demands of various groups of investors, each with different tax objectives. The practice has also rapidly developed expertise in the growing covered bonds market and advises several leading banks as underwriters counsel in covered bond programs.

CLIENTS: Clifford Chance’s clients include UBS, Morgan Stanley, Swiss Re, Deutsche Bank, Barclays, JPMorgan Chase, Standard & Poors and Citigroup.

INDIVIDUALS: Clifford Chance’s stand-out financial products tax expert is Donald Carden, ‘one of that small group of lawyers who can cope with rarefied debate’. Robert Thornton Smith, who joined the practice from Linklaters in the fall of 2008, brings useful expertise in securitization tax issues. Both partners are based in New York.

Within International firms: National,

Clifford Chance

PRACTICE: Clifford Chance’s New York-centered tax practice expanded a little in the senior ranks during 2008, but remains light in numbers compared to the other leading firms. There is no doubt about tax practice expertise or quality, clients comment upon ‘an impressive depth of tax knowledge put over in a clear and commercially targeted manner’. Clients also confirm that work is well-managed, the partners ‘delegate well - the associates are top notch and you know that they are being supervised properly’. Internationally, the US practice works closely with the tax and corporate lawyers in other jurisdictions, and is building well in emerging markets and the Middle East as well as in European and Asian countries. Previous instructions have stimulated particularly strong skill-sets in private equity, REIT taxation and the aviation industry.

Clifford Chance provided tax advice to Merrill Lynch Europe Fund on structuring a real estate opportunity fund which required the balancing of US, UK, Luxembourg, Czech and German tax issues affecting both the investment vehicle and the needs of a wide range of investors including US taxable and tax-exempt entities, German insurance companies and European private individuals. The New York practice dealt with the US tax aspects of the project which took over a year to finalize.

In another lengthy instruction, the practice provided US tax advice on the formation of an aircraft leasing company based in Ireland; the complex structure was designed to satisfy tax, corporate, financing and bankruptcy objectives.

CLIENTS: Clifford Chance’s long-term tax clients include Merrill Lynch, Citigroup, E*Trade Financial, Terra Firma, There Healthcare, EQT Partners and Babcock & Brown. Recent additions to the firm’s following include Commercial Bank of Qatar and Marathon Asset Management.

INDIVIDUALS: Clifford Chance’s New York head of tax David Moldenhauer, is ‘incredibly intelligent but always puts complex issues in terms the client can understand’. Richard Catalano, very strong on REITs and partnership taxation, is ‘absolutely superb, he wrote the book’. Avrohom Gelber, of counsel, is frequently the US practice leader in complex, high-value capital markets instructions and is commended for ‘a very thoughtful approach, unhurried, but the advice is always right’.