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Wachtell, Lipton, Rosen & Katz

New York

Wachtell, Lipton, Rosen & Katz - New York
  • 51 West 52nd Street
  • New York
  • New York
  • USA
  • NY 10019
  • Co-Chairmen of the Executive Committee: Edward D Herlihy, Daniel A Neff
  • Number of partners worldwide: 81
  • Number of other lawyers worldwide: 167

Firm Overview: Wachtell, Lipton,Rosen & Katz enjoys a global reputation as one of the world’s leading business law firms.The firm’s vast experience means it regularly handles many of the largest, most complex and demanding transactions in the United States and around the world. Wachtell Lipton also focuses on sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations.
A Unique Approach: Wachtell Lipton approaches its clients’ legal issues always within the larger framework of the client’s strategic, business and financial goals. The firm focuses on matters that require the attention, extensive experience, expertise and reputation of its partners. In order to provide this partner-intensive service, the firm generally does not handle routine matters, it limits the number and type of matters it undertakes and it operates with a ratio of partners to associates far above that of major competitors. Matters undertaken by the firm are at all times afforded the direct personal attention of partners having expertise and sophistication with respect to the issues.
People: Wachtell Lipton is consistently ranked as one of the most prestigious and desirable law firms to work for in the United States, enabling the firm to attract the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.
Achievements: Wachtell Lipton consistently ranks near the very top of legal advisors by transaction dollar volume, even though it is significantly smaller than all of its major competitors. Over the past ten years, the firm has been the legal advisor on four of the five largest transactions in the United States and four of the ten largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.
Clients: Clients include enterprises of virtually every nature in the United States and around the world, including industrial firms, financial institutions, leveraged buyout houses, securities firms, healthcare and pharmaceutical providers, technology companies and media and information systems companies,many of which are Fortune 500 companies and other leading enterprises.
Advancing the Law: The firm has repeatedly contributed to major evolutions in corporate law in order to advance the interests of its clients.Among other things,Wachtell Lipton originated the shareholder rights plan or the ‘poison pill’, structured the first cross-border ‘Morris Trust’ transaction between SmithKline Beckman and Beecham and has been involved in the transactions giving rise to most of the landmark corporate governance decisions in Delaware, including Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC and, most recently, Airgas. The firm also represented the successful defendants in Morrison v. National Australia Bank, the landmark US Supreme Court case that sharply limited the extraterritorial reach of US securities laws.

Main Areas of Practice:
Corporate/M&A: Wachtell Lipton handles some of the largest and most complex US and international transactions. It advises on a range of corporate matters, including mergers and acquisitions, spin-offs, public offerings, capital raising transactions and innovative financial products. In addition, Wachtell Lipton is recognised as a leading firmfor takeover defence, shareholder activism and corporate governance. Recent major US representations have included: 
• Supervalu in its sale of its New Albertson’s business and concurrent tender offer of up to 30% of its shares to Cerberus in a transaction valued at $3.3 billion
• Freeport-McMoran Copper and Gold in its $3.4 billion acquisition of McMoran Exploration and its $6.9 billion acquisition of Plains Exploration and Production
• Coventry Healthcare in its pending $7.3 billion sale to Aetna
• Sunoco in its $5.3 billion acquisition by Energy Transfer Partners
• AOL in its auction and subsequent $1.1 billion sale of most of its patent portfolio to Microsoft
• Alleghany Corporation in its $3.4 billion acquisition of Transatlantic Holdings
• El Paso Corporation in its $38 billion sale to Kinder Morgan
• United Technologies Corporation in its $18.4 billion acquisition of Goodrich Corporation
• Motorola Mobility Holdings in its $12.5 billion sale to Google
• Temple-Inland in its $3.7 billion sale to International Paper following a hostile tender offer by International Paper
• The PNC Financial Services Group in its $3.45 billion acquisition of RBC Bank (USA)
• Airgas in successfully defending against a $5.8 billion hostile bid and proxy contest by Air Products and Chemicals
• Duke Energy in its $32 billion merger with Progress Energy Recent major cross-border or non-US representations have included:
• Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications at a $30 billion enterprise valuation
• Alibaba Group in restructuring its relationship with Yahoo!, including repurchasing $7.8 billion of Yahoo!’s holdings in Alibaba
• Walgreen Co. in its acquisition of a 45% stake in Alliance Boots GmbH and option to acquire the remaining 55% of Alliance Boots, valued at $27 billion
• GlaxoSmithKline plc in its unsolicited offer for, and subsequent $3.6 billion acquisition of, Human Genome Sciences
• América Móvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG
• Cooper Industries plc in its $11.8 billion combination with Eaton Corporation n Deutsche Telekom in its $39 billion agreed sale of TMobile to AT&T
• Genzyme in its response to an unsolicited takeover and in the subsequent $20 billion negotiated sale to Sanofi-Aventis
• NYSE Euronext in its pending $8.2 billion acquisition by IntercontinentalExchange, Inc., its $23.4 billion agreed merger with Deutsche Börse and the NYSE in its prior mergers with Euronext, the American Stock Exchange and Archipelago
• Chesapeake Energy in its $2.2 billion sale to CNOOC Recent spin-off representations have included:
• Covidien plc in its spin-off of its pharmaceuticals business n Abbott Labs in its separation into two publicly traded companies
• ConocoPhillips in the spin-off of its refining business n Expedia in the spin-off of TripAdvisor
• Marathon Oil Corporation in the spin-off of its downstream business, renamed Marathon Petroleum Corp.
• Ralcorp in the spin-off of Post Foods n Sunoco in its initial public offering and subsequent spin-off of SunCoke Energy
• ITT Corporation in its spin-off of the defence and information solutions segment
Sponsors & Financial Entrepreneurs: Wachtell Lipton works closely with leading private equity and hedge fund sponsors. The firm advises sponsors in forming and raising private funds that specialise in a variety of investments, including LBOs, venture capital, distressed debt, loan-to-own, structured financings, financial services platforms and real estate. The firm regularly handles complex M&A and other transactions for sponsors and financial entrepreneurs, such as portfolio investments, corporate acquisitions, PIPEs, sale and IPO exit transactions and financings. The firm advises on reorganisations of sponsors themselves, spinouts and sales of investment managers. In addition, the firm has counselled on significant compliance issues and government investigations involving asset managers.
Shareholder Activism: Wachtell Lipton is a leading defender of companies that are under attack by shareholder activists. The firm has advised numerous public companies in responding to activist shareholders as well as other hedge fund and corporate governance activists.
Corporate Governance: The firm is a thought leader in the area of corporate governance. It has represented the NYSE in connection with the Exchange’s listing standards and corporate governance initiatives for listed companies. It has represented a number of major corporations in connection with corporate governance and related matters; it has also advised special committees of boards of directors in connection with corporate governance investigations and related matters.
National & International Litigation Practice: Wachtell Lipton’s litigation practice is consistently at the cutting edge of the leading commercial and corporate litigation battles dominating headlines. Clients are in diverse industries, including finance, insurance, media, high-tech, energy, industrial, consumer, retail and real estate. A tight-knit group of approximately 75 lawyers, they approach each matter with intensity, thoroughness and creativity and build teams appropriate to the circumstances. The firm makes appearances in state and federal courts throughout the country at both trial and appellate levels, as well as in arbitrations and mediations. It also has a leading practice representing companies and individuals in state and federal regulatory and criminal investigations. Many of the firm’s litigators served as law clerks in federal or state courts, and several distinguished themselves as assistant United States attorneys or as enforcement attorneys at the SEC.
Takeover & Merger Litigation: The firm is considered one of the leading transaction and takeover litigation firms in the country, having litigated many of the seminal cases establishing US takeover law, including: Moran v.Household Int’l Inc.; Revlon Inc. v.MacAndrews & Forbes Holdings, Inc.; Paramount Communications, Inc. v.Time, Inc.; Paramount Communications, Inc. v.QVC Network, Inc.; and IBP, Inc. v. Tyson Foods. Recent representations have included Airgas in its landmark takeover defence against Air Products,Vulcan Materials in its defence of a bid from Martin Marietta Materials and Lionsgate Entertainment in its closely watched takeover battle. The firm’s litigators also advise on a range of corporate governance matters and handle derivative demands and other litigation challenging the actions of boards of directors.
Complex Commercial & Securities Litigation: The firm consistently handles some of the nation’s leading commercial disputes covering diverse industries and subject matters. Recent representations have included: n National Australia Bank in the landmark Morrison case, in which the United States Supreme Court held that Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5 apply only to purchases and sales of securities in the United States. The decision overturned 40 years of lower-court precedent and eradicated a burgeoning species of securities litigation (so-called “foreign-cubed”and “foreignsquared” class actions) along with billions of dollars in potential liability for foreign securities issuers. 
• JPMorgan Chase in the $19 billion litigation brought against it by the trustee for the liquidation of Bernard Madoff ’s failed firm, in which the firm was able successfully to remove the case from bankruptcy court to federal district court and have the majority of claims dismissed n Bank of America in negotiating Bank of America’s $8.5 billion settlement of claims involving more than 500 trusts for mortgage-backed securities issued by Countrywide and in resolving multibillion-dollar claims arising from the foreclosure crisis with the federal government and 49 state attorneys general
• Philip Morris USA in the multibillion-dollar arbitration that has arisen under the landmark 1998 settlement between the major tobacco companies and 52 states and territories. Wachtell Lipton previously had the lead role structuring and negotiating this more than $200 billion settlement.
White-Collar & Regulatory Enforcement: The firm has a leading white-collar and regulatory enforcement practice. It has represented major financial institutions and multinational corporations, as well as their boards of directors and senior executives, in a broad range of the most complex and typically high-profile white-collar criminal and regulatory enforcement matters, both nationally and internationally. In the past few years alone, firm litigators have handled both US and foreign governmental investigations, focusing on the Foreign Corrupt Practices Act, criminal tax evasion, criminal transfer pricing, the False Claims Act, insider trading, securities fraud, accounting fraud, criminal antitrust and export control violations. In addition, the firm regularly represents boards, audit committees and special committees charged with conducting special investigations in response to whistleblowers or governmental inquiries.
Pro Bono: The firmhas an active pro bono litigation practice. Attorneys are encouraged to take on pro bono matters with the full support of the firm and many take advantage of this opportunity. A recent representation was on behalf of the Chief Judge of the State of NewYork in historic litigation over the state’s failure to increase the pay of its judges since 1999. The firm’s efforts helped achieve a decision by the state’s Court of Appeals holding that, as a matter of state constitutional law, judicial pay cannot be treated as a political matter by the executive and the legislature, but rathermust be sufficient to attract well-qualified individuals to serve on the bench.
Restructuring & Wachtell Lipton has one of the leading restructuring practices in the nation, principally representing banks, hedge funds, private equity funds and other creditors and acquirors in national and multinational bankruptcy cases and out-of-court restructurings. Attorneys in the firm’s restructuring practice regularly handle complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, highlyleveraged transactions and other major transactions involving significant debtor/creditor issues. The group’s attorneys represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac, including the Treasury’s multibilliondollar investment in the Senior Preferred Stock of the GSEs following the commencement of their conservatorships.Recent restructuring engagements include the representation of major lenders, derivatives counterparties and equity holders in the following chapter 11 cases and out-of-court restructurings: Lehman Brothers, MF Global,Graceway Pharmaceuticals, Hawker Beechcraft, Mach Gem. LLC, Arcapita Bank, Lifecare Holdings, Washington Mutual, Lyondell Chemical,Aleris International, Fairpoint Communications, Hard Rock Hotel, Reddy Ice, Cinram International, Baha Mar, Kerzner, CNL Properties, Thornburg Mortgage, Dreier, Madoff and Terrestar Corporation. In addition, the firm has represented acquirors in the Innkeepers chapter 11 proceeding and potential acquirors in the Blockbuster and NorTel bankruptcy cases, as well as several casino cases.Wachtell Lipton has a market-leading financing practice,with extensive experience in all types of financing transactions, including senior secured facilities, bridge facilities, Rule144A and registered high-yield and investment-grade bond offerings, tender offers, exchange offers and consent solicitations. Many of the firm’s financings extend across multiple national borders, and its lawyers are experienced in solving the complex issues that arise in multinational situations and in making sure that cross-border transactions benefit from the latest developments in the financing markets, which often originate in New York.Recent representations have included:
• Abbvie Inc. in its $14.7 billion private offering of senior notes in connection with the separation of Abbvie and Abbott Labs
• United Technologies with obtaining a $15 billion bridge facility to support its acquisition of Goodrich, refinancing two revolving credit facilities, and issuing $10 billion of senior notes and $1 billion of equity units
• Deutsche Telecom/T-Mobile with $20 billion financing in connection with its combination with MetroPCS
• Walgreen Co.with a $3.5 billion bridge financing and subsequent bond take-out in connection with its initial investment for 45% of Alliance Boots
• Kellogg’s in connection with obtaining $1 billion bridge financing in connection with its acquisition of Pringles n PVH with obtaining $4.3 billion of bank and bridge financing commitments to support its acquisition of Warnaco
• Chicago Bridge & Iron in connection with financing commitments of $3.3 billion for its acquisition of Shaw Group
High-Profile Bankruptcy Litigation: The firm’s specialised litigators handle high-profile litigation matters involving bankruptcy, restructuring and finance issues. Current matters include representing JPMorgan Chase in multibillion-dollar litigations in the Lehman Brothers and Madoff bankruptcy cases, and representing Credit Suisse in multiple lawsuits arising in the Thornburg Mortgage bankruptcy case. Significant prior engagements include key litigation arising in the contexts of the Boston Generating, Innkeepers and National Century Financial Enterprises bankruptcy cases.
Executive Compensation & Benefits: Attorneys in the Executive Compensation and Benefits Group work closely with the most senior executives of the firm’s clients to address some of the most sensitive issues facing public and private companies, both in deal and non-deal contexts. Executive compensation arrangements often are the foundation of people-based businesses, and management succession, board composition and similar issues are essential to the success of business combinations. The practice continues to evolve as corporate governance standards and executive compensation laws change and expand in response to shareholder activism, pressure from the media and recent unprecedented governmental participation in the management of business enterprises. In this regard, the group has extensive experience in advising institutions receiving assistance from the US government.
Antitrust: Wachtell Lipton’s Antitrust Practice focuses on mergers and acquisitions and government investigations, including international antitrust and banking antitrust issues. The group analyses transactions to assess potential antitrust issues, develops strategies to address those concerns, and represents clients before the DOJ’s Antitrust Division, the FTC, the Board of Governors of the Federal Reserve System, state attorneys general and foreign antitrust enforcement authorities and in litigation challenging transactions on antitrust grounds.
Tax: Wachtell Lipton’s tax attorneys regularly advise clients on the tax aspects of corporate reorganisations, acquisitions, spin-offs and other dispositions, financings, restructurings and joint ventures. These transactions frequently involve large multinational businesses and raise complex domestic and multinational tax issues. Indeed, tax considerations often determine the form, and occasionally the viability, of contemplated transactions. The group, working together with the corporate and restructuring and finance departments, frequently is called on to participate in the restructuring of existing financial arrangements, including those arising out of private equity and other leveraged transactions. The group is also involved in creating new financial products and in innovative real estate transactions. Members of the group regularly publish and lecture on emerging tax issues and actively participate in the work of tax policy groups, such as the Tax Section of the New York State Bar Association and the International Fiscal Association.
Real Estate M&A: Wachtell Lipton’s Real Estate Department has a leading practice focused on mergers and acquisitions, private equity, corporate governance, restructurings and joint ventures across the REIT, real estate, hospitality and gaming sectors. The firm consistently plays an active role in major transactions in these sectors, with particular emphasis on large-scale public company M&A and strategic transactions. It has played a leading role in the redevelopment of the World Trade Center and in many of the significant REIT mergers, buyouts and takeovers over the last decade. Representations have included:
• Sunrise Senior Living in its $1.9 billion sale to Health Care REIT
• Simon Property Group in its €1.5 billion acquisition of a stake in Klépierre from BNP Paribas, its $31 billion bid for GGP and its $2.3 billion acquisition of Prime
•The $14 billion merger of equals of ProLogis and AMB that created the largest global industrial REIT with combined assets of $46 billion
• Ventas in its $7.4 billion acquisition of Nationwide Health Properties, Inc., in its $3.1 billion acquisition of Atria’s senior housing portfolio and in its $2 billion acquisition of the Sunrise Senior Living REIT
• Chatham Lodging Trust in its bids, partly in a joint venture with Cerberus Capital Management, to acquire 69 hotels for $1.3 billion in Innkeepers USA Trust’s bankruptcy auctions
• Silverstein Properties in the redevelopment of the World Trade Center
• Tishman Speyer and Lehman in their $22 billion acquisition of the Archstone apartment REIT Finance:

Areas of Practice

  • Corporate
  • Litigation
  • Restructuring & Finance
  • Executive Compensation & Benefits
  • Antitrust
  • Tax
  • Real Estate M&A

Branches

  • 51 West 52nd Street,
  • New York,
  • USA
  • NY 10019
  • Tel +1 212 403 1000
  • Fax +1 212 403 2000
  • Email : info@wlrk.com
  • Website : www.wlrk.com

Antitrust - Nationwide

THE FIRM Wachtell is highly regarded for its antitrust expertise in mergers and acquisitions, and is considered a leading transactional firm in this area. Based entirely in New York, the firm houses a compact but highly skilled antitrust group whose members are also experienced in handling complex investigations. It has represented clients in some of the biggest recent deals, for instance acting for United Technologies in its $18.4 billion acquisition of Goodrich, and for Motorola Mobility in its $12.5 billion acquisition by Google.

Sources say: "They are the premier transactional firm. Their bench strength is fantastic."

KEY INDIVIDUALS Ilene Knable Gotts continues to be one of the finest transactional lawyers in New York, while Michael Byowitz is also extremely highly regarded.

Bankruptcy/Restructuring - Nationwide

THE FIRM Wachtell boasts an eminently respected restructuring and finance practice. The team is famed for representing major financial institutions, and private equity and hedge fund clients, in high-profile bankruptcies and distressed M&A situations. It is also increasingly involved in pre- and post-petition litigation. Recent highlights for Wachtell include advising the likes of JPMorgan Chase and Bank of America in the large-scale, complex bankruptcies of MF Global, Hawker Beechcraft and Arcapita Bank. 

Sources say: "A really excellent quality firm."

KEY INDIVIDUALS Harold Novikoff, who chairs the practice group, is widely regarded as "a great bankruptcy mind." He has over 30 years' experience in the industry and has led for Wachtell in many of its flagship cases. One commentator enthused: "If Congress needed an opinion, he's the guy you'd get to do it."

Scott Charles often garners praise for his intellectual prowess and strategic vision. He is tremendously experienced in a full range of bankruptcy matters, and has been particularly active advising investors on distressed acquisitions.  

Richard Mason conducts in- and out-of-court restructurings for creditors and institutional lenders. He boasts particular expertise within the retail, hotel and resort sectors.

Capital Markets - Nationwide

THE FIRM This team maintains a formidable reputation for its work on M&A transactions in the REIT sector. It has a focus on large public company M&A.  

Sources say: "They are incredibly hard-working and knowledgeable people and the quality is uniformly high."

KEY INDIVIDUALS Adam Emmerich is spoken of in admiring terms by sources for his expertise in complex M&A transactions.

Robin Panovka is "highly measured and highly knowledgeable," market sources say. He is co-head of real estate and REIT M&A at the firm. 

David Shapiro is held in high esteem for his expertise in M&A and securities transactions.

Corporate/M&A - Nationwide

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.

Financial Services Regulation - Nationwide

THE FIRM Wachtell is considered to be a major player in the bank M&A space. Its superior corporate practice includes regulatory specialists with a wealth of experience and expertise in sophisticated US and cross-border transactions. The team advised Capital One Financial in connection with numerous acquisitions including that of ING Direct USA. Other notable clients include PNC, Morgan Stanley and JPMorgan Chase.

Sources say: "On the M&A side, they are as prominent as they come and their regulatory work is of a high level as it relates to M&A transactions." "They're extraordinary - those guys are unbelievable in the corporate M&A and corporate governance arenas."

KEY INDIVIDUALS The "talented" Edward Herlihy earns "enormous respect" from sources in relation to the scale and complexity of deals he has worked on. He ascends to the star ranking for M&A lawyers in the financial services space after receiving outstanding feedback from market observers.

Richard Kim maintains a prominent reputation in the industry. He is noted for his ability to advise clients on both regulatory and transactional matters. Respondents have a "world of confidence in him" and peers hold him in high regard as someone who is "easy to work with" on M&A deals.

Corporate partner Nicholas Demmo is an accomplished deal lawyer with a practice centered on advising banks and other financial institutions involved in complex M&A transactions.

Patricia Robinson enters the rankings this year following strong praise and recognition from sources. Interviewees highlight her "wealth of knowledge in banking law compliance."

Securities - Nationwide

THE FIRM Wachtell has a substantial national profile as a go-to firm for securities litigation. The firm handles a range of complex litigious matters for financial institutions and corporate entities. The group played a key role acting for Bank of America on its $8.5 billion settlement of claims relating to Countrywide-issued MBS following the subprime crisis. It is also handling the defense of a class action launched by shareholders of AOL following the corporation's sale of a patent portfolio to Microsoft in 2012.

Sources say: "A great law firm, with really smart people."

KEY INDIVIDUALS Theodore Mirvis is considered to be a "leading light in securities litigation" and headlines some of the firm's most significant representations. He is "one of the quickest, smartest and most creative around," according to one peer.

Paul Vizcarrondo "is a top-quality litigator who has great knowledge of the securities laws," explains one source. His practice encompasses civil, criminal and regulatory representation and he is routinely called upon to advise in complex securities fraud cases.

Tax - Nationwide

THE FIRM Wachtell is widely regarded as a particularly effective firm for M&A matters, especially those with particularly technical or novel elements. Its relatively compact size is offset by its team's deep expertise in the field. The group is also considered an excellent first choice for a range of spin-off, joint venture, real estate, REIT and restructuring engagements.

Sources say: "They are fantastically good." "They would be in my top five."

KEY INDIVIDUALS The New York-based Deborah Paul and Jodi Schwartz are key partners in the tax team.

Antitrust - New York

THE FIRM This group has a fine reputation for transactional antitrust work. The quality of its work product relating to M&A is considered outstanding and the group has a cohort of exceptional deal lawyers. Among its recent clients is Motorola Mobility, which it represented in its $12.5 billion sale to Google. The team also acted for United Technologies in its $18.4 billion acquisition of Goodrich.

Sources say: "In terms of deals, Wachtell is as good as it gets. It is a well-oiled machine delivering consistent quality."

KEY INDIVIDUALS Ilene Knable Gotts is a "fabulous lawyer" with "fantastic knowledge," according to sources. She practices exclusively in the M&A antitrust area and recently represented PPG in the merger of Chlor-Alkali with Georgia Gulf.

Commentators variously describe Michael Byowitz as a "phenomenal" and "fantastic antitrust lawyer." Another experienced merger specialist, he was the lead lawyer for the firm in the United Technologies deal mentioned above.

Joseph Larson is highly regarded by peers as an "outstanding" and "extremely effective" transactional antitrust attorney. He recently represented McGraw-Hill in a joint venture involving CME Group Index Services.

David Neill is seen by sources as one of the leading financial services antitrust lawyers around. He has an accomplished practice involving numerous representations before government agencies.

Bankruptcy/Restructuring - New York

THE FIRM This restructuring and finance group receives tremendous respect from peers as one of the intellectually preeminent teams in the industry. Wachtell primarily represents major financial institutions, hedge funds and private equity clients in major bankruptcies. It acts for clients such as JPMorgan Chase and Bank of America in bankruptcy-related cases which have recently included MF Global, Hawker Beechcraft and Arcapita Bank. The team has recently been involved in a number of high-profile pre and post-petition litigation matters, an area where the firm is building substantial expertise. 

Sources say: "A really excellent quality firm."

KEY INDIVIDUALS Harold Novikoff is the chair of Wachtell's restructuring and finance department. "A great bankruptcy mind," Novikoff receives praise across the board, with one sources noting: "If Congress needed an opinion, he's the guy you'd get to do it." He is ever-present in many of the firm's most high-profile engagements, and, with over 30 years in the industry, he is experienced in most facets of bankruptcy cases.

Scott Charles is experienced in navigating bankruptcies, restructurings, and distressed mergers and acquisitions, all of which he has actively handled since 1984. He counts various institutional lenders, creditors' committees and distressed securities investors as high-profile clients.

Richard Mason is an expert in hotel, retail and resort-related bankruptcies. He is active in conducting both in-court and out-of-court restructurings. He receives recognition from sources for his mastery of courtroom battles and difficult negotiations.

Of counsel Philip Mindlin is widely acknowledged for his intellectual prowess, as well as for his even-handed demeanor during negotiations. His recent work has predominantly involved distressed mergers and acquisitions.

Corporate/M&A - New York

THE FIRM This M&A-focused team is seen as one of the leaders in unsolicited takeovers and hostile bids, and from its sole office in New York attracts domestic and cross-border mandates which are the envy of many an international player. Interviewees say they benefit from the firm's deep immersion in M&A, and that Wachtell brings an assertive edge to negotiations. It is regularly sought out by blue-chip clients and banks for 'bet the ranch' deals, and attracted headlines when it was chosen by El Paso to advise on its $38 billion acquisition by Kinder Morgan.

Sources say: "You can ask the most esoteric question related to M&A and they've seen it, done it and documented it." "Wachtell brings a fearsome reputation on aggressive hostile deals. You want them on your side."

KEY INDIVIDUALS Sources hail Adam Emmerich as a "phenomenal" lawyer with "tremendous understanding of issues of law" and the ability to find creative solutions. "His service level is exceptional," say clients. He recently advised Deutsche Telekom on T-Mobile's $30 billion combination with MetroPCS.

Edward Herlihy recently advised the transaction committee of the Jefferies board of directors on its $2.6 billion merger with Leucadia. He also counseled Vulcan Materials on the successful defense of an unsolicited $4.7 billion tender offer for its outstanding common shares led by Martin Marietta.

David Katz recently advised the board of directors of Chesapeake Energy on a number of matters, including the sale of most of its midstream assets to Access Midstream Partners for $2.16 billion, and the sale of midstream assets and some Permian Basin properties to Chevron, Shell and others for $6.9 billion.

Andrew Brownstein cochairs the firm's corporate group and recently acted on a series of high-value M&A deals and corporate governance matters. 

Daniel Neff is an attorney with "judgment and experience," say sources. He acted for Alibaba on reacquiring $7.8 billion of its stock from Yahoo!, and on the restructuring of its Aliplay subsidiary in conjunction with Yahoo! and Softbank.

Steven Rosenblum also earns significant praise. He is "highly commercial" and both "focuses on the significant issues in a transaction, and recognizes those that are less significant."

Andrew Nussbaum represented Ancestry.com in its buyout by a Permira-led investment group for $1.6 billion.

David Shapiro is an "excellent lawyer" who provides prompt, succinct advice to his clients, say sources. He advised AOL on the sale of most of its patent portfolio to Microsoft at auction for $1.1 billion, and on defending against Starboard's proxy contest. He also worked on Jefferies' $2.6 billion merger with Leucadia.

Trevor Norwitz recently acted for McGraw-Hill on the spinning out of McGraw-Hill Markets and McGraw Hill Education, and the $2.5 billion sale of its education business to Apollo.

Founding partner Martin Lipton is an immensely experienced attorney whose name commands deep respect in the M&A world. He worked with Shapiro to advise AOL on its patent sale to Microsoft and its successful defense from Starboard's proxy contest. Commentators say Lipton remains a major asset and "a fabulous resource."

Employee Benefits & Executive Compensation - New York

THE FIRM This prominent firm is best known for its deal-driven employee benefits and executive compensation practice. The group regularly advises on compensation arrangements in relation to large M&A deals, as well as on management succession, board composition and other related issues.

KEY INDIVIDUALS Michael Segal is a "terrific lawyer" with substantial experience advising on the benefits and compensation aspects of M&A and joint ventures.

Jeannemarie O'Brien works closely with the firm's M&A department on the benefits and compensation implications of transactions. She regularly represents financial services sector clients, advising on corporate governance and regulatory compliance. "She is a first-rate lawyer," according to one source.

The impressive Jeremy Goldstein is well regarded by peers and clients alike. His practice focuses on corporate transactions, and he is the chair of the M&A subcommittee of the executive compensation committee of the American Bar Association.

Litigation - New York

THE FIRM Wachtell retains its widely acclaimed position as a first-rate litigation practice. It is respected for its ability to handle the most high-value disputes for clients, whether in the commercial, securities or white-collar criminal arenas. It is praised for its cross-border expertise, and has a highly experienced team of trial lawyers undertaking all aspects of disputes for clients. Sources highlight the group's particular expertise in litigation arising from M&A. In recent highlights, the team represented Vulcan Materials in the attempted hostile takeover bid made by Martin Marietta.

Sources say: "A great law firm, with really smart people."

KEY INDIVIDUALS Theodore Mirvis is considered "a leading light in securities litigation," and a "really savvy and intelligent lawyer." His experience includes working with clients on high-profile matters involving M&A, corporate defense and corporate governance-related disputes.

Sources highlight Eric Roth for his "very intelligent approach" to disputes. He is particularly noted for his expertise in commercial litigation, and is praised as a "thoughtful and highly analytical" practitioner.

Bernard Nussbaum has extensive experience across a wide range of disputes. He centers his practice on securities and corporate litigation, and is praised for his long-standing reputation in the market.  

Herbert Wachtell is "very well respected and a great lawyer." He is a leading figure in the commercial litigation space. His practice is enhanced by his extensive experience as a trial lawyer, and he continues to handle complex disputes for clients.

There is no shortage of praise for the "incredibly talented" Lawrence Pedowitz. He is highlighted as an "extraordinarily well-known white-collar criminal attorney," and is commended by sources as a "phenomenal lawyer, and a legend" in the field. His extensive expertise sees him work with a wide range of clients in regulatory proceedings, investigations and civil litigation, among other matters.

John Savarese has a "very established reputation in the white-collar criminal Bar." He draws on extensive experience in representing clients in regulatory enforcement matters, securities litigation and investigations. He recently represented JPMorgan Securities in an SEC investigation concerning a large synthetic CDO.

Commentators praise Paul Vizcarrondo as a "top-quality litigator who has great knowledge of the securities laws." His practice extends across a range of securities and commercial litigation, and he also handles white-collar criminal defense work for clients.

David Anders is increasingly recognized as a prominent white-collar criminal litigator with strength in civil litigation. He is praised as a "terrific litigator a force who is well deserving of ranking."  

Marc Wolinsky handles a broad range of litigation matters, and is highly praised for his expertise as a trial lawyer. He is particularly noted for his experience in commercial disputes, and also undertakes insurance and securities matters.

Tax - New York

THE FIRM This preeminent group is highly regarded for its handling, on behalf of large multinationals, of a host of complex transactions. It is particularly adept at addressing the sophisticated international and domestic issues relating to M&A, restructurings and reorganizations, financings, joint ventures and spin-offs, among other things. The firm's tax group is also able to conduct novel real estate transactions, and bring the talents of its creative attorneys to bear upon the development of innovative financial products.

Sources say: "They are fantastically good." "They would be in my top five."

KEY INDIVIDUALS Joshua Holmes is an expert in cross-border and domestic corporate transactions, including in spin-offs, financial instruments, joint ventures and M&A transactions. He is "a fine attorney," say sources; "very intellectual, practical and possessed of an impeccable work ethic." 

Deborah Paul also handles domestic and cross-border corporate transactions. Peers note her intellectual rigor, and praise her for handling joint ventures, spin-offs and M&A in staunch pursuit of her clients' interests. "If I negotiate against her," states one interviewee, "I have to be on my toes."

Jodi Schwartz is regarded as "a top-rate tax deal lawyer: very smart, and very savvy." She has tremendous experience in domestic and cross-border transactions in a range of industries, including in the tax issues arising from financial instruments, M&A, joint ventures and spin-offs.  

Eiko Stange lends further strength to his firm's capacity in the field of cross-border and domestic transactions, including dispositions, M&A, financing transactions and joint ventures. He is described as an individual who "is smart and practical: a lawyer that can get the project done."