Corporate/M&A & Alternative Entities: Delaware

THE FIRM This team consistently proves itself to be among the state's leading corporate practices. It advises on matters including corporate governance, M&A, spin-offs, financings and alternative entities. In addition to its first-chair practice, the team also acts as co-counsel to out-of-state attorneys involved in Delaware matters. It has recently acted for clients such as TPG Capital, Enterprise Products, The Vanguard Group, Prudential and BlackRock.

Sources say: "The lawyers really delivered on all aspects of what we wanted."

KEY INDIVIDUALS Frederick Alexander is cited as one of the busiest attorneys on the circuit. Key to his success, say peers, is his "pretty amazing intellect." Louis Hering is prominent in alternative entities, handling the structuring of entities and M&A transactions involving them. Sources acknowledge his key involvement in bringing alternative entities to the awareness of international clients. Walter Tuthill's practice spans all types of alternative entities, including partnerships, limited liability companies and statutory trusts. Sources say he instills confidence in his clients. John Johnston advises on a range of structuring transactions and corporate governance issues. Gilchrist Sparks' litigation and counseling practice focuses on M&A and governance of Delaware corporations. He is an esteemed name in the field, with a reputation that extends beyond state bounds. Of counsel Lewis Black can "add more to a meeting in ten minutes than anyone else in an hour." He still operates for the firm in an advisory capacity.

Since publication, John F Johnston has retired from this practice.

THE FIRM The team here has the depth of resources to cover the full range of corporate and M&A matters, and retains its position among the top practices in the state. It advises on issues such as fiduciary obligations, mergers, asset sales, recapitalizations, tender offers, divestitures and spin-offs. Recent clients include Continental Airlines, DuPont, Bank of America and Volvo. 

Sources say: "It is absolutely top notch; the reason I go to it for everything is that it is the pinnacle of client service – it is the model for everyone else."

KEY INDIVIDUALS Michael Goldman's undoubted skill is evident in the caliber of clients who place their faith in him; he recently led the team representing Continental Airlines in connection with a proposed merger with United Airlines. Scott Waxman has become many clients' "go-to guy for any alternative entity organizational matter." His prolific practice has included advising Wells Fargo Delaware Trust Company on the merger of its Delaware chartered limited purpose trust company with and into a national banking association, acquired as part of the merger between Wells Fargo and Wachovia. Mark Morton has established himself as one of the leading lawyers in the state for co-counsel work. Sources highlight his deep knowledge of Delaware general corporation law and related corporate issues and transactions. Michael Tumas' skill as a lawyer is exemplified by the quality of his work, which recently included advising DuPont on the sale of two of its product lines. He also led the team acting as Delaware counsel to Liberty Media on the split-off of Liberty Entertainment, and the subsequent business combination transaction with other parties. Eric Feldman specializes in the field of alternative entities, recently advising Volvo in connection with various internal restructurings of their North American groups and entity reorganizations. Nicholas Froio also provides expertise in alternative entities, covering various organizational, structural, operational and governance issues. Sources say John Grossbauer's time spent in-house brings a balanced understanding of business and legal interests to his practice. He was part of the team advising Continental Airlines in its merger discussions.

Since publication, Nicholas I Froio has joined K&L Gates

Since publication, Scott E Waxman has joined K&L Gates

Since publication, Eric N Feldman has joined K&L Gates

THE FIRM This stalwart has cemented a position among the elite in the field. It has followed a strategy, made possible by the firm's deep bench, of two separate teams: one for traditional corporate work, and one for alternative entities. It counts ExxonMobil, GM, Morgan Stanley and The Bank of New York Mellon among its clients. 

Sources say: "It has an outstanding reputation in the market - the lawyers are knowledgeable, but can explain issues in layman's terms." 

KEY INDIVIDUALS Paul Altman heads the alternative entities practice, covering partnerships and limited liability companies, and maintaining a particularly strong reputation for the formation of private equity investment funds. "He is just top of the heap," say sources. Donald Bussard's keen legal mind and practical understanding of clients' wider business interests have won him strong praise. His expertise lies in the representation of corporations, boards of directors and board committees on areas such as M&A transactions, recapitalizations, stock issuances and corporate governance issues. Bernard Kelley specializes in alternative entities and is noted for his role at the forefront of law concerning the subject. Sources praise his diligence and intelligence, and cite his capability across all forms of alternative entity, whether it be limited liability companies, limited partnerships, general partnerships or statutory trusts. Stephen Bigler is noted for his involvement in high-value transactions, recently demonstrated in his representation of ExxonMobil in its $41 billion all-stock deal to purchase XTO Energy. Sources note Mark Gentile for his constructive input to negotiations. A key name in the sector, he focuses on mergers, acquisitions, divestitures and recapitalizations. William Haubert focuses on fiduciary duties in relation to transactional and operational matters such as M&A, divestitures, defensive planning, capital-raising transactions and stockholder meetings. James Leyden wins praise for his work in the alternative entities environment. Sources applaud his "encyclopedic knowledge of the law," and say his contribution to developments in the sector is invaluable. Eric Mazie is one of the state's leading experts on statutory trusts. His focus in the area includes advice to issuers, investors, arrangers, underwriters and credit enhancers. Doneene Keemer Damon has also made statutory trusts her personal area of expertise. Gregory Ladner and Srinivas Raju are often seeing work together on a variety of issues. The pair are praised for their "technical competence and responsiveness," and out-of-state attorneys enthuse that "being able to draw on them has really enhanced our practice." Mark Purpura furthers the team's expertise in alternative entities, drawing praise for his legal acumen and keen intelligence. Franklin Balotti is famed for his work developing Delaware corporate law and has built a profile that extends beyond state borders. Jesse Finkelstein's extensive practice incorporates governance, transactional, M&A and control dispute advice. Sources highlight his contribution, not only to his own firm, but to the development of Delaware law as a whole.

THE FIRM The team here handles a wide range of corporate matters, including M&A, recapitalizations, private equity investments, financings and unsolicited takeovers. It also provides expertise in Delaware-specific matters, ranging from fiduciary duty and corporate governance to alternative entity law. The ability of the Wilmington office to leverage the firm's wider resources is a clear draw to clients, especially those with national and international interests.

Sources say: "It is a full-service firm with a high-quality team of lawyers."

KEY INDIVIDUALS Practice head Robert Pincus is praised for his analytical thinking and ability to produce high-quality work under tight deadlines. He recently advised OSI Pharmaceuticals on its response to an unsolicited offer from, and ultimate acquisition by, Astellas Pharma. Clients appreciate the decisive manner in which Steven Daniels acts, but are also keen to highlight his ability to integrate and understand their businesses.

THE FIRM This high-quality team advises clients in areas such as lending and commercial finance, M&A, business structuring, structured financings, taxation and general corporate counseling. Its leading bankruptcy practice provides extra expertise and a seamless service in corporate matters with bankruptcy or restructuring elements. 

Sources say: "Young Conaway is the first firm I think of when I need help in Delaware."

KEY INDIVIDUALS Norman Powell advises, as lead and co-counsel, on the structure and use of the full range of alternative entities in structured finance and general business transactions. Sources commend his deep knowledge and efficiency. Recent work includes advising US Bank on a range of corporate trust activities. David McBride provides exceptional expertise in corporate transactions, with a particular focus on M&A and the litigation arising from those transactions. Sources describe him as "a first-rate lawyer with tremendous intellect."

THE FIRM This team focuses exclusively on providing advice on Delaware-specific corporate issues and alternative entities to both national and international clients. This, along with its commitment to fostering strong client relationships, has helped it establish a notable reputation, attracting the likes of Accenture, Bank of Scotland, Bachmann Trust Company and SunTrust Delaware Trust Company as clients.

Sources say: "The firm is comprehensive in its advice and client service, and its awareness of our business goals is exceptional."

KEY INDIVIDUALS Ellisa Opstbaum Habbart is lauded by clients for her dedication and described as "smart, knowledgeable and tuned in to the current Delaware issues." She acted as Delaware counsel to Accenture on a range of issues affecting the company's subsidiaries and affiliates.

THE FIRM The practice here provides advice across a range of corporate transactional matters, including mergers, asset sales, spin-offs, venture capital financings and going-private transactions. It also handles issues pertaining to alternative entities. The team gets support from the litigation group, enabling seamless counseling across all aspects of a transaction.

KEY INDIVIDUALS Thomas Mullen has a broad practice, with a special focus on business transactions relating to the structure and use of Delaware corporations. John Small provides both transactional and litigation advice relating to Delaware corporations and alternative entities.

THE FIRM This team focuses on alternative entities, covering the structure and governance of limited liability companies, partnerships and statutory trusts. It also has significant strength in public company M&A, as well as follow-on equity offerings, debt financings, venture capital and private equity fund formation.

KEY INDIVIDUALS Robert Symonds provides expertise in corporate and business transactions, particularly in relation to Delaware business entities. Symonds represents lenders, borrowers, investors, managers and trustees, as well as regularly acting as co-counsel to non-Delaware attorneys. Matthew O'Toole balances his knowledge of the law surrounding alternative entities with a keen knowledge of general corporate transactions.