USA

Nationwide

Corporate/M&A


Nationwide : AN INTRODUCTION

Contributed by Wachtell, Lipton, Rosen & Katz

Uncertainty and Opportunity 

The year in mergers and acquisitions is shaping up to be an interesting one. Large, complex transactions continue to be announced and pursued, even as the transaction environment contends with countervailing forces of continuing global political and economic uncertainty, as well as litigation and regulatory developments. As in recent years, opportunities can be found for those who are disciplined, financially stable and innovative, but bold action and careful planning are required in order to navigate choppy waters and avoid high-profile disappointments.

Regulatory Hurdles 

Antitrust regulatory authorities in numerous jurisdictions have continued to flex their muscles, as a significant number of large and prominent transactions have either failed to gain required regulatory approvals or been forced to re-evaluate post-closing operating plans in order to proceed. Regulatory friction was evident in Deutsche Börse’s unsuccessful attempt to combine with NYSE Euronext and the failed merger of EADS and BAE Systems, both of which were unable to overcome resistance from European regulators or politicians. China’s Ministry of Commerce has been particularly assertive, imposing additional conditions and lengthening the review timeline for Google’s acquisition of Motorola Mobility and requiring divestiture commitments from United Technologies in order to approve its acquisition of Goodrich.

These and other examples highlight the need for careful design of merger terms, including so-called “efforts” clauses, termination and reverse termination fees, and cooperation obligations. Financial provisions in particular warrant a full analysis in order to strike the right balance between a fee that is large enough to serve its purpose (creating the desired incentives, and compensating the other party for its effort and expenses) while still holding up to challenge in the virtually inevitable stockholder derivative litigations that arise after the announcement of almost all transactions. Flexibility and creativity in this area remain key.

Spin-Offs and Resulting “Pure-Play” Acquisitions 

Spin-offs continue to be a major force, both in number and size, and as a driver of follow-on merger and acquisition activity. As the number of prominent spin-offs (boosted by favorable tax treatment and historically inexpensive and abounding availability of debt financing to investment-grade issuers) has grown over the last several years, so too has the acquisitions of components of the former enterprise, which often represent more of a “pure-play” investment.

These more tailored and streamlined enterprises often present benefits to potential acquirors, who have access to targets that are more easily explained to the acquiror’s investor base, may be more easily understood by financial analysts, and have already completed the often highly involved and delicate task of separating out unrelated business units. Examples of this trend can be seen in the Energy Transfer Partners acquisition of Sunoco following the spin-off of Sunoco’s metallurgical coke business and Google’s acquisition of Motorola Mobility following its separation from Motorola. Even the simple fact that a spin-off is being planned may be enough to spark bidding activity by signaling to the market that management is willing to part with a business unit, as in Apollo’s acquisition of McGraw Hill Education following the announcement of a proposed spin-off. In this environment, companies considering a spin-off should evaluate whether a spin-off could result in greater vulnerability to a hostile takeover, including due to smaller size and being more easily “digestible.”

Careful tax planning is essential prior to pursuing any potential merger-related activity involving a recent party to a spin-off in order to avoid retroactively voiding certain tax advantages of the spin-off to the constituent parties and their stockholders. Both the lapse of time between the spin-off and the form of consideration in a subsequent merger or acquisition, among other factors, will affect this analysis, and a seemingly simple mis-step could have significant negative consequences.

Confidentiality Agreements 

The last year has also seen an unprecedented focus on the humble and often overlooked confidentiality agreement. Often the first document that parties enter into in connection with the exploration of a potential merger or acquisition, confidentiality agreements have been viewed by some as inconsequential or “cookie-cutter,” and in many cases are finalized and executed even prior to the engagement of outside counsel. Martin Marietta’s attempted hostile acquisition of Vulcan Materials Company was ultimately doomed by a prior confidentiality agreement between the parties, executed in connection with a potential negotiated deal. The agreement, while lacking an explicit standstill provision, did impose restrictions on use and disclosure of Vulcan’s confidential information by Martin Marietta which Martin Marietta was found to have violated in pursuit of its unsolicited offer, stopping the bid dead in its tracks by court order.

Another flurry of Delaware litigation activity involved the so-called “don’t ask, don’t waive standstills” provisions found in many confidentiality agreements, particularly in the auction context. The provision, which prohibits a party subject to a standstill agreement from requesting a waiver of its standstill obligations, was recently upheld in the Delaware courts in the face of a claimed per se prohibition as a potentially valid deal protection device designed to elicit the best bids from all parties at the time of the initial auction. The court stressed that the provision will remain subject to careful scrutiny as applied by issuers in their individual circumstances, and that boards of directors must be appropriately involved and aware of auction construction and limitations put on bidders in the context of change of control transactions. But both this ruling and the Martin Marietta situation provided welcome guidance that the Delaware courts will enforce valid and properly considered contracts as written, even when the result may be that stockholders seem to be denied takeover offers, thus encouraging transaction participants to abide by auction rules and promoting negotiation and engagement.

Repeat Players in the M&A Market 

A consequence of the challenging mergers and acquisitions environment of the recent past has been the prevalence of high-profile terminated transactions, leaving hopeful acquisition targets free to resume their business or attempt to seek another suitor. Numerous transactions have demonstrated that the failure of one transaction, as long as the reason for the failure is attributed to external factors or counterparty issues, need not prevent relatively swift entry into an agreement for a new transaction. Examples of this phenomenon include NYSE Euronext, which agreed to be acquired by ICE following the failure of the proposed Deutsche Börse deal, and Kellogg’s agreement to acquire the Pringles business from Proctor & Gamble after the initial proposed buyer, Diamond Foods, encountered significant accounting issues requiring restatement.

In addition, companies have managed to finally consummate some long-running transaction attempts which had previously hit seemingly insurmountable hurdles or where the parties had been unable to agree to terms following extended negotiations. Alibaba reached a deal to buy back its shares held by Yahoo! following years of publicly reported discussions. ConAgra eventually reached a deal with Ralcorp following rejections of initial bids over reported price disagreements. These transactions and others illustrate the value of tenacity in pursuing desirable transactions, even if initial attempts prove fruitless.

The Year Ahead 

Continuing questions regarding the state of the political and global economy make predictions about the future of the mergers and acquisitions market highly speculative; however, it seems clear that whatever is to come, market participants have demonstrated that they have absorbed the lessons of recent challenging markets by demonstrating creativity, decisiveness and complex strategies in pursuing attractive opportunities. This increased skill set will be pivotal in evaluating and structuring the path forward towards the significant deals in the months and years to come.

Nationwide : AN INTRODUCTION

Contributed by Wachtell, Lipton, Rosen & Katz

Uncertainty and Opportunity 

The year in mergers and acquisitions is shaping up to be an interesting one. Large, complex transactions continue to be announced and pursued, even as the transaction environment contends with countervailing forces of continuing global political and economic uncertainty, as well as litigation and regulatory developments. As in recent years, opportunities can be found for those who are disciplined, financially stable and innovative, but bold action and careful planning are required in order to navigate choppy waters and avoid high-profile disappointments.

Regulatory Hurdles 

Antitrust regulatory authorities in numerous jurisdictions have continued to flex their muscles, as a significant number of large and prominent transactions have either failed to gain required regulatory approvals or been forced to re-evaluate post-closing operating plans in order to proceed. Regulatory friction was evident in Deutsche Börse’s unsuccessful attempt to combine with NYSE Euronext and the failed merger of EADS and BAE Systems, both of which were unable to overcome resistance from European regulators or politicians. China’s Ministry of Commerce has been particularly assertive, imposing additional conditions and lengthening the review timeline for Google’s acquisition of Motorola Mobility and requiring divestiture commitments from United Technologies in order to approve its acquisition of Goodrich.

These and other examples highlight the need for careful design of merger terms, including so-called “efforts” clauses, termination and reverse termination fees, and cooperation obligations. Financial provisions in particular warrant a full analysis in order to strike the right balance between a fee that is large enough to serve its purpose (creating the desired incentives, and compensating the other party for its effort and expenses) while still holding up to challenge in the virtually inevitable stockholder derivative litigations that arise after the announcement of almost all transactions. Flexibility and creativity in this area remain key.

Spin-Offs and Resulting “Pure-Play” Acquisitions 

Spin-offs continue to be a major force, both in number and size, and as a driver of follow-on merger and acquisition activity. As the number of prominent spin-offs (boosted by favorable tax treatment and historically inexpensive and abounding availability of debt financing to investment-grade issuers) has grown over the last several years, so too has the acquisitions of components of the former enterprise, which often represent more of a “pure-play” investment.

former enterprise, which often represent more of a “pure-play” investment. These more tailored and streamlined enterprises often present benefits to potential acquirors, who have access to targets that are more easily explained to the acquiror’s investor base, may be more easily understood by financial analysts, and have already completed the often highly involved and delicate task of separating out unrelated business units. Examples of this trend can be seen in the Energy Transfer Partners acquisition of Sunoco following the spin-off of Sunoco’s metallurgical coke business and Google’s acquisition of Motorola Mobility following its separation from Motorola. Even the simple fact that a spin-off is being planned may be enough to spark bidding activity by signaling to the market that management is willing to part with a business unit, as in Apollo’s acquisition of McGraw Hill Education following the announcement of a proposed spin-off. In this environment, companies considering a spin-off should evaluate whether a spin-off could result in greater vulnerability to a hostile takeover, including due to smaller size and being more easily “digestible.”

Careful tax planning is essential prior to pursuing any potential merger-related activity involving a recent party to a spin-off in order to avoid retroactively voiding certain tax advantages of the spin-off to the constituent parties and their stockholders. Both the lapse of time between the spin-off and the form of consideration in a subsequent merger or acquisition, among other factors, will affect this analysis, and a seemingly simple mis-step could have significant negative consequences.

Confidentiality Agreements 

The last year has also seen an unprecedented focus on the humble and often overlooked confidentiality agreement. Often the first document that parties enter into in connection with the exploration of a potential merger or acquisition, confidentiality agreements have been viewed by some as inconsequential or “cookie-cutter,” and in many cases are finalized and executed even prior to the engagement of outside counsel. Martin Marietta’s attempted hostile acquisition of Vulcan Materials Company was ultimately doomed by a prior confidentiality agreement between the parties, executed in connection with a potential negotiated deal. The agreement, while lacking an explicit standstill provision, did impose restrictions on use and disclosure of Vulcan’s confidential information by Martin Marietta which Martin Marietta was found to have violated in pursuit of its unsolicited offer, stopping the bid dead in its tracks by court order.

Another flurry of Delaware litigation activity involved the so-called “don’t ask, don’t waive standstills” provisions found in many confidentiality agreements, particularly in the auction context. The provision, which prohibits a party subject to a standstill agreement from requesting a waiver of its standstill obligations, was recently upheld in the Delaware courts in the face of a claimed per se prohibition as a potentially valid deal protection device designed to elicit the best bids from all parties at the time of the initial auction. The court stressed that the provision will remain subject to careful scrutiny as applied by issuers in their individual circumstances, and that boards of directors must be appropriately involved and aware of auction construction and limitations put on bidders in the context of change of control transactions. But both this ruling and the Martin Marietta situation provided welcome guidance that the Delaware courts will enforce valid and properly considered contracts as written, even when the result may be that stockholders seem to be denied takeover offers, thus encouraging transaction participants to abide by auction rules and promoting negotiation and engagement.

Repeat Players in the M&A Market 

A consequence of the challenging mergers and acquisitions environment of the recent past has been the prevalence of high-profile terminated transactions, leaving hopeful acquisition targets free to resume their business or attempt to seek another suitor. Numerous transactions have demonstrated that the failure of one transaction, as long as the reason for the failure is attributed to external factors or counterparty issues, need not prevent relatively swift entry into an agreement for a new transaction. Examples of this phenomenon include NYSE Euronext, which agreed to be acquired by ICE following the failure of the proposed Deutsche Börse deal, and Kellogg’s agreement to acquire the Pringles business from Proctor & Gamble after the initial proposed buyer, Diamond Foods, encountered significant accounting issues requiring restatement.

In addition, companies have managed to finally consummate some long-running transaction attempts which had previously hit seemingly insurmountable hurdles or where the parties had been unable to agree to terms following extended negotiations. Alibaba reached a deal to buy back its shares held by Yahoo! following years of publicly reported discussions. ConAgra eventually reached a deal with Ralcorp following rejections of initial bids over reported price disagreements. These transactions and others illustrate the value of tenacity in pursuing desirable transactions, even if initial attempts prove fruitless.

The Year Ahead 

Continuing questions regarding the state of the political and global economy make predictions about the future of the mergers and acquisitions market highly speculative; however, it seems clear that whatever is to come, market participants have demonstrated that they have absorbed the lessons of recent challenging markets by demonstrating creativity, decisiveness and complex strategies in pursuing attractive opportunities. This increased skill set will be pivotal in evaluating and structuring the path forward towards the significant deals in the months and years to come.

Corporate/M&A: The Elite - Nationwide

 - 

第一等 |

THE FIRM Famed as a powerhouse in the representation of sophisticated clients such as BAE Systems, Johnson & Johnson and Unilever, this firm continues to garner respect from market observers. Its New York office houses a deep bench of talented attorneys who have honed their skills over countless mergers, acquisitions, joint ventures and divestitures. By virtue of this towering reputation, the team is the regular recipient of some of the most demanding and complex mandates around, including the $4.6 billion acquisition of Lincare Holdings by The Linde Group.   

Sources say: "Their knowledge of substance and procedure is complete, they are extremely responsive, and frankly, very nice people to work with."

KEY INDIVIDUALS Chair of the M&A department Philip Gelston and his colleague Mark Greene are prominent members of this practice.  

第一等 |

THE FIRM Although it has deep roots on the West Coast, this hugely successful firm has more than made its presence felt among its East Coast competitors. The talented corporate team attracts a steady flow of high-profile mandates from its diverse stable of clients and frequently handles deals in the energy, pharmaceuticals and technology sectors. Its lawyers acted on Watson Pharmaceuticals' acquisition of Actavis Group for some EUR4.25 billion, leading the deal from Orange County and coordinating seamlessly with personnel in London.

Client Service "Extremely responsive on a short timeline, and they do whatever it takes to get the work done. They are the best."

Commercial Awareness "Tremendous knowledge of the M&A market and tremendous strategic knowledge."

KEY INDIVIDUALS New-York based Adel Aslani-Far and Mark Gerstein, who splits his time between the New York and Chicago offices, act as global cochairs of Latham's M&A practice. 

第一等 |

THE FIRM Private equity titan Simpson Thacher retains its fantastic reputation for handling some of the most lucrative and complex deals in the market. The firm prides itself on its one-stop shop offering, incorporating leading finance and capital markets expertise into its M&A practice. Ingersoll Rand, Microsoft and Petrohawk Energy are all notable clients, serviced by a deep bench of lawyers spanning the firm's New York, Houston, Palo Alto, Los Angeles and Washington, DC offices. McKesson's $2.1 billion acquisition of PSS World Medical was one of a number of multibillion-dollar highlights for the team this past year.   

Commercial Awareness "They are excellent, probably some of the most knowledgeable people in the M&A world."

KEY INDIVIDUALS Respected practitioner Lee Meyerson heads the M&A group from New York, while Richard Capelouto and Dan Clivner lead in Palo Alto and Los Angeles.  

第一等 |

THE FIRM As one of the foremost corporate shops in the nation, Skadden consistently invites a raft of headline-grabbing mandates. Lawyers provide exceptional all-around service to mammoth clients such as Disney and GenOn Energy, and recently assisted Sprint Nextel with the $20.1 billion sale of a 70% stake to Softbank. The deal is the largest ever overseas acquisition by a Japanese company, emphasizing the team's unarguable preeminence in cross-border transactions.  

Client Service "Unbelievably professional in the way they do things. They make themselves available and are high-quality people."

KEY INDIVIDUALS Peter Krupp in Chicago and New York-based Howard Ellin serve as global co-heads of the firm's corporate transactions and M&A practices.

第一等 |

THE FIRM At the heart of Sullivan & Cromwell's corporate offering is its commitment to seamless multidisciplinary coordination across its New York, Palo Alto, Los Angeles and Washington, DC offices. Major clients such as Goldman Sachs, Amgen and AT&T reward this dedication with mandates to act on some of the largest deals in the market, such as the $4.1 billion acquisition of Amil by UnitedHealth. The group's expertise extends far beyond national borders, garnering a reputation as one of the most active groups in the market on international transactions.

Sources say: "Sullivan has a broad geographic presence and that hasn't diluted its quality, high-end, broad presence."

KEY INDIVIDUALS New York-based Joseph Frumkin is managing partner of the M&A group and Alison Ressler oversees the firm's California practice.  

第一等 |

THE FIRM Wachtell's dynamic corporate team has once again been active across a staggering array of high-profile transactions. Housed exclusively in New York, this talented bench represents energy, financial services and technology companies among others, in multibillion-dollar M&A transactions, utilizing resources and talent from across the firm to best serve the needs of corporate giants. Noteworthy transactions of late include the representation of Deutsche Telekom in its proposed merger of T-Mobile with MetroPCS.   

Client Service "Exceptional service. You call on a Sunday night and they find you the person you need and you speak to them. The advice and the understanding were exceptional – I have never seen anything like it."

Commercial Awareness "They have really good people and a lot of experience. They can walk into any M&A deal at any point and have a good sense of what to do and how to do it. They can negotiate and execute without wasted time learning the deal or the area, and have really good judgment."

KEY INDIVIDUALS Founding partner Martin Lipton and cochair of the corporate practice Andrew Brownstein are key contacts.

第二等 |

THE FIRM The dexterity and experience of this firm's New York and Washington, DC teams allow it to remain at the vanguard of corporate activity, especially in the technology, IP and pharmaceutical industries. Lawyers have been prominent on some of the largest deals of the year, such as the $3.6 billion acquisition of Human Genome Sciences by long-standing client GlaxoSmithKline. Its reputation as a go-to firm for high-value transactions has attracted many other industry behemoths including Google, Coca-Cola and Sony.       

Sources say: "I think the Cleary team was very professional, knew what it was doing, and all the legal processes were done very slickly."

KEY INDIVIDUALS New York partners Victor Lewkow, Paul Shim and Michael Ryan are all key contacts for the corporate practice.

第二等 |

THE FIRM Davis Polk has a well-earned reputation for its prowess in running the gamut of corporate transactions and for promoting an innovative approach to solving complex M&A problems. Spanning the firm's California, New York and Washington, DC offices, this creative bench represents a string of international household names such as AstraZeneca, Comcast and Oracle. Notable transactions of the year include acting for Citi on the sale of a 14% stake in Morgan Stanley Smith Barney for $4.725 billion.

Client Service "They are highly responsive, proactive in their engagement, they proactively raise issues and concerns that we should be following, and they are sensitive to and understand our business issues as we go through."

Commercial Awareness "They have subject matter expertise, offer practical legal/business advice, have exposure to a great deal of deal flow and, consequently, have a sense of what is 'market'."

KEY INDIVIDUALS Distinguished partners David Caplan and George Bason serve as global co-heads of the M&A practice from New York.  

第二等 |

THE FIRM Debevoise excels in high-end transactional activity, with an impressive client roster composed largely of private equity firms, corporations and financial institutions. Its international profile augments its standing in the US market, attracting distinguished global players such as Amazon.com and Verizon. Private equity powerhouse The Carlyle Group recently engaged the group as counsel on its $3.3 billion acquisition of Getty Images.

Client Service "They really are a true partnership; they really believe that a client of the firm is a client of the whole firm, so other partners are able to step in and handle the matter in a seamless way."

KEY INDIVIDUALS Experienced New York partner Jeffrey Rosen heads the corporate group here.

第二等 |

THE FIRM The influence of this firm extends far beyond its California origins, ensuring that it is frequently enlisted on some of the most significant transactions in the market. This year saw lawyers engaged by Lazard Freres as financial adviser to Walgreens in its $6.7 billion acquisition of a 45% equity stake in Boots. Williams Partners also gave the team an opportunity to demonstrate its prowess in the energy and natural resources sector in its mandate to act on the $2.5 billion acquisition of Caiman Eastern Midstream.

Client Service "They are first-rate, the advice is very sound, and customer service is unparalleled."

Commercial Awareness "Knowledgeable, commercially unbelievable – you don't generally find lawyers that can blend law and commerciality to give balanced advice. They are very knowledgeable on overall markets."

KEY INDIVIDUALS Washington, DC-based Stephen Glover, Jeffrey Chapman in Dallas and Barbara Becker in New York are the global cochairs of the corporate practice.

第二等 |

THE FIRM Having firmly established itself as a driving force on the national M&A scene, Kirkland continues to assert its strength across its New York, California, Washington, DC and Illinois bases. It invites mandates from some of the most active and distinguished players in the market, including Bristol-Myers Squibb, Teva and Burger King Worldwide. Marquee private equity clients also flock to this firm for guidance on major transactions; Kirkland recently acted for Bain Capital on its $1.6 billion purchase of Apex Tool Group, and for Oaktree Capital Management and JSA International Holdings on the $1.4 billion disposal of Jackson Square to Mitsubishi.     

Client Service "Client service is also great as the team is always available regardless of hour. We get high-level partner attention when needed, but less vital work is appropriately shared with junior resources to help defray costs."

Commercial Awareness "They are most commercially minded, and are able to think like me better than any other group I work with."

KEY INDIVIDUALS New York partners David Fox and Daniel Wolf are key members of the corporate team.

第二等 |

THE FIRM Lawyers in this group have cultivated a reputation as prolific deal-makers, acting on a glut of blockbuster deals in the past year. The firms caters to an enviable selection of clients, drawn from a diverse range of industries, with key names including Kinder Morgan, eBay and Symantec. A recent mandate by Medicis Pharmaceutical to act on its $2.6 billion sale to Valeant Pharmaceuticals International is a firm indication of the team's strong standing in the market. As well as its key New York component, the corporate team acts out of nine other national bases and coordinates with a global network of 11 offices.  

Client Service "The firm has done an excellent job from the top down to make sure we get the service that we need and are introduced to people that could be helpful to us. They are very focused on building their client relationships."

KEY INDIVIDUALS Michael Aiello in New York is chair of Weil's private equity and M&A department.

第三等 |

THE FIRM Offices in New York and Washington, DC are at the heart of Fried Frank's corporate offering, placing it in prime position to receive sophisticated engagements from some of the country's most active clients. Public companies, private equity firms and financial institutions alike regard this firm as a leading choice for the entire life cycle of a deal, due to its well-established expertise in the tax, regulatory and capital markets arenas. A recent highlight saw lawyers advising long-standing client Goldman Sachs as financial adviser to Catalyst Healthcare Solutions on its $4.4 billion merger agreement with SXC Health Solutions.   

Commercial Awareness "We are consistently impressed with how standout FF are: they have experience throughout the firm and what they believe to be market standard is always accurate and on trend. They have a lot of credibility and are great for negotiating when they have that kind of knowledge."

KEY INDIVIDUALS Brian Mangino is a Washington, DC partner with valuable experience in the corporate arena.

Band 3 | Jones Day

第三等 |

THE FIRM Enjoying an extensive national and global network, this firm is able to marshal considerable resources to take on high-profile mandates from clients such as Procter & Gamble, Eastman Chemical and SAP. Hubs of practice expertise can be found across the country, with its Ohio and Georgia teams particularly impressing market commentators of late. Cumulus Media engaged the Georgia team as counsel on its $610 million senior notes exchange offer and subsequent acquisition of Citadel Broadcasting for $2.4 billion.

Commercial Awareness "They all think very commercially. They understand that winning every single legal point, but not getting the deal done, is not in anyone's best interests. They have the experience and the wisdom to know what's important to us and what is not."

KEY INDIVIDUALS New York partner Robert Profusek chairs the firm's global M&A practice.

第三等 |

THE FIRM Situating itself firmly at the forefront of the M&A action flowing out of the New York and Washington, DC markets, this firm has built a sophisticated practice capable of addressing the needs of high-level clients such as Citi and Time Warner Cable. Recent highlights include the representation of Apollo Global Management in its $7.15 billion acquisition of El Paso's energy business.  

Commercial Awareness "They're incredibly commercially oriented. It's that extra little bit that makes a huge difference in a negotiation."

KEY INDIVIDUALS Robert Schumer heads the corporate department and cochairs the M&A group from the firm's New York office.

第三等 |

THE FIRM This Boston institution also has solid bases in New York, Chicago and Washington, DC, as well as a growing West Coast presence. The team exhibits strength in representations of private equity firms, pharmaceutical and healthcare companies and financial institutions, such as acting for Alexion Pharmaceuticals on its $1.08 billion acquisition of Enobia Pharma. The team's experience is well balanced between buy and sell work, making it a strong choice for companies considering transactions of any nature.     

Sources say: "It's a big firm with a lot of firepower on the big deals and public company mergers. They can do really sophisticated, high-end, resource-intensive work."

KEY INDIVIDUALS Jane Goldstein and Jim Lidbury are co-heads of the M&A practice group and Paul Kinsella and Patrick O'Brien, both Boston partners, co-head the securities and public companies group at Ropes.

第三等 |

THE FIRM The New York office of this well-established firm contains its largest concentration of corporate expertise, with substantial additional teams located in DC and California. This outfit excels at handling transactions with a global flavor, recently serving as counsel to Sony Corporation of America as part of a consortium purchasing patents from Nortel Networks for $4.5 billion, a deal which saw the US lawyers liaising with their counterparts in the Brussels office.   

Sources say: "They are a substantial firm and their strength in depth is a very valuable asset in M&A transactions as it enables them to meet the tight turnaround times that we require."

KEY INDIVIDUALS Global co-head of the M&A group George Casey is based in New York.

第三等 |

THE FIRM This firm's representation of prominent players across a diverse range of industries has earned it considerable market recognition. It maintains a dominant position in its native Illinois and has robust practices in Texas, California, New York and Washington, DC. New York and Chicago lawyers recently pulled together on a mandate by Athene Annuity & Life Assurance to represent it in its $415 million acquisition of Presidential Life.

Sources say: "We are happy with them, they are very smart, experienced and client-focused and we have gotten very good results."

KEY INDIVIDUALS Co-heads of the M&A and private equity group Scott Freeman and Frederick Lowinger are based out of the firm's New York and Chicago offices respectively.

第四等 |

THE FIRM Baker Botts consistently impresses observers with its significant market share in the energy sector and its technical abilities across a range of other industries. Its corporate offering spans the country, with key practice hubs situated in Texas, New York, DC and California. Some notable clients include LINN Energy, Halliburton and Marathon Oil. In a recent practice highlight, lawyers were engaged by El Paso Energy to act on its $7.15 billion acquisition by Apollo Global Management.     

Client Service "The strongest points are client service levels and attention to detail. Baker Botts's lawyers are extremely thorough and top-notch in terms of client service."

KEY INDIVIDUALS Houston-based David Kirkland heads the firm's corporate practice group.

第四等 |

THE FIRM National and multinational corporations alike regularly draw upon the corporate expertise of this substantial global player. With 12 offices across the country and a further 31 around its global network, the firm is able to provide advice on large and midcap M&A deals in the aerospace, life sciences and telecom industries, among others. In a recent highlight, the transactions committee of the board of Knology engaged the team to act on its $1.5 billion sale to WOW. Washington, DC and Northern Virginia-based partners collaborated effectively on this complex transaction.   

Sources say: "Fantastic advisers, fantastic lawyers, fantastic people. I felt like they always gave us great advice, which was very direct."

KEY INDIVIDUALS Washington, DC-based Stuart Stein is the global co-head of the corporate practice group.

第四等 |

THE FIRM This robust firm has a corporate presence across the country, notably featuring highly rated practices on both coasts. Its recent engagement by Softbank to act on its acquisition of a 70% stake in Sprint Nextel for $20.1 billion propelled this ambitious global firm into the limelight. Its technology, life sciences and healthcare sector expertise makes it an attractive prospect for a wide range of corporate clients, including the likes of DaVita, Intel and Hitachi.    

Commercial Awareness "I would say that they are pragmatic lawyers, they understand the big picture and the business objectives, and are not overly legalistic in their analysis."

KEY INDIVIDUALS Scott Stanton is a notable contact in the San Diego office.

第四等 |

THE FIRM Unquestionably a leader in the oil and gas field, Vinson & Elkins also houses an energetic and talented bench of corporate attorneys in its Texas, New York, California and DC offices. Recent high-level mandates have included acting for The Shaw Group on its $3 billion merger with Chicago Bridge & Iron as well as the sale of its chemicals division to Paris-based Technip. It also represented Dart Container in the $1 billion purchase of Solo Cup, coordinating with the firm's solid antitrust, tax, employee benefits and executive compensation teams on both transactions.    

Sources say: "Excellent. They've been very strong as a firm and provide very high-quality service; they're responsive, thoughtful and they know the market very well."

KEY INDIVIDUALS Head of the M&A and private equity group Keith Fullenweider is based in the Houston office.

第四等 |

THE FIRM This highly rated practice operates out of New York and Washington, DC strongholds, servicing an enviable list of corporate clients such as Ventas, Insight Venture Partners and Allied World Assurance. It is equally comfortable acting for buyers, sellers, investors and financial advisers, and covers the full range of transactions. Its industry specializations include insurance, REITs and communications; it recently demonstrated its abilities in the latter through its representation of Telcordia Technologies, Warburg Pincus and Providence Equity Partners in the $1.15 billion sale of Telcordia to Ericsson.     

Client Service "The team gives us a level of responsiveness and professionalism with a focus on being trusted advisers to us that I think is unmatched. What differentiates Willkie for me is really the personalization and the feeling that we're one of their premier clients – we may not be but they sure make us feel like we are."

KEY INDIVIDUALS Steven Seidman and David Boston cochair the M&A group from the New York office.

Corporate/M&A: Highly Regarded - Nationwide

 - 

Band 1 | Dechert LLP

第一等 |

THE FIRM Successful international expansion bolsters Dechert's standing in the US corporate market this year, increasing its appeal to a global client base. The practice concentrates its efforts on the financial services, life sciences and healthcare sectors, as demonstrated by its impressively full deal list, which features mandates from the likes of Dow Chemical, Celgene and Monster Worldwide. A notable highlight was acting on behalf of Siemens in its acquisition of eMeter, showcasing the team's technical and cross-border abilities.  

Sources say: "They have worked very hard. They are smart and consistent, and most importantly, down-to-earth."

KEY INDIVIDUALS Mark Thierfelder spearheads the New York practice, while Henry Nassau in the firm's Philadelphia base is a key contact.

第一等 |

THE FIRM Working out of seven nationwide offices, this native Boston firm has significant coverage of the prime commercial centers. It represents clients drawn from the private equity, life sciences and technology sectors, as well as financial institutions such as Boston Private Financial Holdings. Zoll Medical, a client of the firm from its inception, engaged the team to act on its $2.2 billion sale to Japanese manufacturer Asahi Kasei.   

Sources say: "I found the firm to be exceptional at all levels."

KEY INDIVIDUALS Chair of the M&A and corporate governance practice at Goodwin Procter, Joseph Johnson is a key contact.  

第一等 |

THE FIRM The majority of corporate work handled by this firm passes through its Philadelphia and New York offices, although clients benefit from the resources of the 22 other offices of its impressive global network. The practice represents a wide variety of market participants, counting Apollo, Ares Capital and Pearson among its enviable client roster. Of the transactions completed this year, the representation of ConocoPhillips in the $1.15 billion sale of its interest in Seaway Crude Pipeline Company has been a highlight for these attorneys and reflects their capabilities in the energy sector.  

Sources say: "They are knowledgeable people who are in touch with the sector and show good subject matter expertise. Very professional."

KEY INDIVIDUALS Richard Aldridge in Philadelphia and Steven Navarro in New York are cochairs of the practice and key contacts.

第一等 |

THE FIRM This firm fields a highly integrated corporate group out of its New York stronghold, acting on behalf of major players such as ICBC, Disney and Calpine in complex M&A and restructuring transactions. In a highly publicized transaction, the team recently represented Sony in its $2.2 billion acquisition of EMI Music Publishing from Citi, evincing its undeniable talent in market-leading transactional activity.

Sources say: "They deliver, they're trustworthy, and they provide a seamless process and end-to-end service that is well coordinated with great communication."

KEY INDIVIDUALS Global heads of the M&A practice John Reiss and Oliver Brahmst are key contacts based in New York.  

第一等 |

THE FIRM Originating in Palo Alto, this West Coast stalwart has successfully gained recognition as a driving force in nationwide M&A, ably competing against some of the most established East Coast firms in the market. The technology industry continues to be a key area of concentration for this vibrant practice, with names such as Electronic Arts, LinkedIn and Zipmark appearing on its illustrious client roster. Its lawyers represented Bank of America as financial adviser on several transactions recently, including the $1.3 billion merger of Ardea Biosciences with AstraZeneca.  

Sources say: "They're very oriented to practicality; they don't really get hung up on a lot of arcane lawyer points and can see the bigger picture." "Strengths are their knowledge of the subject matter; they're experts."

KEY INDIVIDUALS Co-managing partner of the firm Jack Sheridan is based out of the firm's Palo Alto office.  

第二等 |

THE FIRM Six offices across the country comprise Bingham's acclaimed corporate group, with expertise located on both the East and West Coasts. By virtue of its leading technology practice, lawyers have been involved in numerous lucrative deals in the industry of late, for example representing NetLogic Microsystems in its sale to Broadcom for $3.7 billion. Other A-list clients include Oracle and Honeywell. Financial services M&A and Asia-based deals are also key strengths of this group. 

Sources say: "Excellent. They're extremely efficient, analytical and strategic. Very good at distilling the legal matters and separating the business matters. They don't create barriers to getting deals done."

KEY INDIVIDUALS Boston-based Steven Browne and David Robbins in Los Angeles are cochairs of the corporate practice.

第二等 |

THE FIRM The selling point of this practice is the impressive breadth of experience accumulated by its talented practitioners across the full spectrum of M&A matters. Lawyers are able to offer tailored guidance to a sophisticated client base which includes Elan Corporation, Barclays and JPMorgan. The team recently presided over the $372 million acquisition of Navilyst Medical by medical manufacturer client AngioDynamics, supplementing its advice with guidance from core related areas such as tax and antitrust.   

Sources say: "They have great substantive expertise and tend to keep the people working on your matters relatively streamlined. The team really immerses itself in our transactions."

KEY INDIVIDUALS New York-based Louis Bevilacqua heads the corporate practice here.

第二等 |

THE FIRM DLA Piper remains a popular choice for major corporations throughout the country, offering expertise on the ground in the nation's principal corporate centers and integrating effectively across its global platform. Lawyers have demonstrated their acumen in the pharmaceutical space through their representation of Human Genome Sciences throughout its sale to GlaxoSmithKline for $3.6 billion. Key clients also include Pfizer and W.P. Carey.    

Sources say: "They're able to coordinate knowledge across their firm very efficiently and seamlessly. They are able to marshal their resources very quickly."

KEY INDIVIDUALS Chair of the M&A practice Jonathan Klein operates from the New York office, while Jay Rains in San Diego and Jay Smith in Baltimore are key contacts.

第二等 |

THE FIRM Miami and New York are this firm's corporate strongholds, ably supported by a broad geographic spread of teams throughout the country. Well respected in the market, this group consistently draws in large mandates from clients such as Deutsche Bank Securities, Berggruen Holdings and Bank of America Merrill Lynch. The team is noted for its representation of investment banks as financial adviser on high-value deals. It also holds its own on complex company-side mandates, such as the purchase of over 2,000 tower sites in the USA and Central America by client SBA Communications for some $1.093 billion.   

Client Service "They are a large firm, but some of their partners operate like small firms and provide a very personalized approach."

KEY INDIVIDUALS Global M&A cochair David Schwartzbaum is a key contact for the practice.

第二等 |

THE FIRM Thriving in the face of challenging market conditions, this Chicago-headquartered firm is an attractive choice for players in the middle and upper-middle market. Its strong healthcare focus provides it with healthy deal flow from names like Merck and Siegfried, and it is also gaining substantial traction representing private equity firms such as The ComVest Group and H.I.G. Capital. Lawyers have additionally found themselves occupied on deals originating from the life sciences, metals and mining and sports law sectors of late.     

Sources say: "There are many talented law firms in our space, but relationships and responsiveness are very important and, in this regard, McDermott is excellent." "They're team players. Very knowledgeable and they don't hoard work, they spread it among their team."

KEY INDIVIDUALS David Goldman, head of the global corporate practice, is a valuable contact.  

第二等 |

THE FIRM Proskauer's robust M&A team operates out of its New York, Los Angeles and Washington, DC offices. The group has carved out an excellent position in the national landscape, attracting a number of multibillion-dollar mandates from notable names such as Ares Management, Neuberger Berman and Arkema. This past year has seen lawyers engaged on the $2.95 billion merger of two major REITs, representing American Realty Capital Trust across the table from Realty Income Trust.

Sources say: "Excellent interface, superb mastery of the other party's requirements and excellent integration of the many skills that are required in an M&A deal."

KEY INDIVIDUALS Michael Woronoff heads the firm's Los Angeles office and co-heads the global M&A group with New York-based Ron Papa.

第三等 |

THE FIRM This Texas energy stalwart has a shining track record representing energy industry clients such as Apache, Chesapeake Energy and Kinder Morgan. Its New York team handles a healthy volume of distressed transaction work, integrating smoothly with the firm's restructuring team to best serve clients. Besides its highly publicized role as counsel to Kinder Morgan in its $38 billion acquisition – including debt – of El Paso, the team has also acted for Apache throughout its purchase of Cordillera Energy Partners for $2.85 billion.      

Sources say: "They are highly competent attorneys who understand how to contextualize the legal needs within the overall transaction, including the complexity and value of the transaction."

KEY INDIVIDUALS Greg Bopp heads the firm's business and regulatory department from Houston, and Rob Tretter is a key contact in the firm's New York office.

第三等 |

THE FIRM Fielding strong teams out of its New York and Washington, DC offices, Covington & Burling is well placed to act on a range of transactions that are notable for their complexity as well as their dollar value. The group has a strong foothold in the life sciences, technology, media and energy sectors, and clients benefit from high levels of integration with the firm's stellar regulatory practice. SandRidge Energy recently sought the advice of this team on its $1.275 billion acquisition of Dynamic Offshore Resources and related financing arrangements of $725 million.

Commercial Awareness "Experts in this field. Very willing to listen to a company's business needs and strategies, also taking into account different companies' risk profiles and tailoring their advice."

KEY INDIVIDUALS New York-based Scott Smith and Catherine Dargan in Washington, DC are the cochairs of the M&A practice here.  

第三等 |

THE FIRM Recent engagements by household names General Dynamics, News Corporation and Hertz exemplify Jenner & Block's strong standing in the national corporate arena. Based out of the firm's Chicago, Los Angeles, Washington, DC and New York offices, the group ably handles the full range of transactional activity. Of the deals completed this past year, the representation of GM in a $5.5 billion share repurchase transaction stands out as among the most significant. During the transaction, the team demonstrated its ability to act effectively on a cross-disciplinary basis.      

KEY INDIVIDUALS Chicago-based Joseph Gromacki is chair of the firm's corporate practice and Wesley Fredericks leads the New York corporate practice.

Band 3 | K&L Gates

第三等 |

THE FIRM K&L Gates runs a highly integrated corporate practice out of its 21 nationwide offices, calling upon the resources of its tremendous international network as required. Its broad geographic spread lends itself to the representation of numerous foreign-based companies such as Renren, the Chinese social networking company. The group's most recent highlights include acting on behalf of State Street Bank & Trust on the $26 billion pension plan offered by GM to certain salaried retirees.

Sources say: "I think the firm is extremely professional in its approach and the quality of its work is top-notch. They make you feel as though they are working with you and not for you, a subtle but important difference."

KEY INDIVIDUALS Robert Zinn is the corporate practice area leader, based out of the firm's New York and Pittsburgh offices.

第三等 |

THE FIRM Originating in Georgia, this midmarket-focused firm has recently experienced buoyant levels of transactional activity across its Atlanta base and in its New York, Washington, DC, California and Texas offices. Significant representations of late have included acting for Winn-Dixie on its merger with Bi-Lo, a $560 million deal. The Texas practice is focused on the vibrant energy industry in the state and counts Endicott Biofuels and Haddington Energy Partners among its client roster.     

Sources say: "They do a very good job of keeping the core team on the transaction very tight, making sure the client doesn't feel like they're getting lost among thousands of lawyers. You feel like you're getting personal attention."

KEY INDIVIDUALS Atlanta-based Ray Baltz heads the firm's corporate department.

第三等 |

THE FIRM A favorite with clients in the real estate, technology and healthcare industries, Paul Hastings is committed to the consummate provision of cross-border services, regularly utilizing the talents of its corporate attorneys housed across 18 global offices. It was recently engaged to act as counsel to DDi Corp on its $268 million sale to Viasystems Group. Noteworthy clients include Ardea Biosciences, Madison Capital and The Home Depot.    

Client Service "They are available 24/7 and simply do not miss deadlines. They remain a go-to firm for us based on the combination of skill, speed, practicality and cost."

KEY INDIVIDUALS Based in the firm's San Diego office, Carl Sanchez serves as the firm's global M&A chair.

第三等 |

THE FIRM Pillsbury's corporate lawyers have lately enjoyed an abundance of impressive deals across their New York, North Virginia, California and Washington, DC offices. One such transaction saw the Silicon Valley team representing Nicira in its sale to VMware for $1.26 billion. The firm's strong technology, life sciences and communications focus provides it with an excellent platform to attract the numerous cutting-edge and innovative clients on its books.  

Client Service "Pillsbury was extremely good and focused on achieving results that protected the client. They continually went above the standard that the client expected."

KEY INDIVIDUALS Robert Robbins is a key practice contact based in the Washington, DC office.

Foreign Experts

Foreign Experts are individuals with expertise in a different jurisdiction to the one they are based in. These individuals are particularly highly regarded for international and cross-border work. Usually, they will be identified in the jurisdiction in which they are based and in their country of expertise.