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Ropes & Gray LLP

Boston

  • Prudential Tower
  • 800 Boylston Street
  • Boston
  • Massachusetts
  • USA
  • MA 02199-3600
  • Tel:+1 617 951 7000
  • Fax:+1 617 951 7050
  • Email:Contact Us
  • Web:Visit website
  • Chairman: R Bradford Malt
  • Managing Partner: David C Chapin
  • Number of partners: 300
  • Number of lawyers: 1000

Firm Overview: Ropes & Gray is one of the world’s most highly respected law firms, with offices in key business and financial capitals in Asia, Europe and North America. The firm’s network of over 1,000 lawyers and professionals provides the highest quality legal advice for clients’ most critical legal and business issues.

Main Areas of Practice:  

Private Equity:
■ TPG Capital: $1.9b acquisition of Par Pharmaceutical Companies, acquisition of Eze Castle Software
■ Bain Capital: $3b acquisition of Skylark; $1b acquisition of a minority interest in Genpact; acquisition of 50 percent of Jupiter Shop Channel
■ Berkshire Partners: $2b acquisition of Lightower & Sidera Networks
■ Blackstone Group: $3b acquisition of Emdeon; $680m acquisition of Pactera Technology
■ Madison Dearborn: $1.3b acquisition of National Financial Partners
■ H.I.G.: $519m acquisition of Caraustar Industries

M&A:
■ Alexion Pharmaceuticals: $1.08b acquisition of Enobia Pharma
■ Special Committee of Cole Credit Property Trust: $7.1b acquisition of Spirit Realty Capital, Inc.
■ Cubist Pharmaceuticals: $1.4b simultaneous acquisitions of Optimer Pharma and Trius Therapeutics
■ State Street: $550m acquisition of Goldman Sachs Administration Services
■ Party City: $2.64b sale to THL
■ Liberty Global: $24b acquisition of Virgin Media
■ Wright Medical: $290m sale of OrthoRecon Business
■ China Everbright: $3.7b acquisition of Focus

Media Finance:
■ Liberty Global: Financing for $23.3b acquisition of Virgin Media; €3.16b acquisition of Kabel BW Erste Beteiligungs GmbH
■ TPG Capital: Financing for $175m take-private acquisition of ShangPharma Corporation; $1.695b acquisition of Par Pharmaceutical
■ Bain Capital: Financing for $3.3b acquisition of Skylark; $1.25b acquisition of MYOB; $1.445b acquisition of The Gymboree Corporation
■ Highbridge Capital (among others): Financing for €1.8b acquisition of BSN Medical
■ Dunkin’ Brands: Financing for $1.975b ‘whole business securitisation’ and funding of shareholder dividend

Business Restructuring:
■ Committee of mezzanine lenders to KCA Deutag Oil Services Group (KCA), including funds managed by BlackRock, EIG and GoldenTree, in connection with KCA’s financial restructuring

Investment Management:
■ Significant industry participants, incl. Allianz, Ameriprise, BlackRock, DWS, MFS, Natixis, PIMCO, Putnam
■ Start-ups, including DoubleLine Funds and Stone Harbor Funds, two of the fastest-growing mutual fund complexes
■ ETFs and their sponsors, including ProShares
■ BlackRock (acquisition of Swiss Re’s fund of funds business), Natixis (acquisition of McDonnell Investment Management), HighMark Funds (sale of assets to Reich & Tang and Nationwide Funds), SteelPath Fund Advisors (sale to Oppenheimer Funds), H.I.G. Capital (acquisition of Arctic Glacier Income Fund), DST Systems (acquisition of ALPS Fund Services)

Hedge Funds:
■ PIMCO: formation of numerous hedge funds, including various tail risk funds and several overlay strategy programs, and related separate account products
■ Blackstone: formation of a hybrid private equity/hedge fund vehicle that seeds third-party hedge fund managers
■ UBS: structuring of open-end real estate funds of funds and investments by those funds
■ GMO: offering and operation of various onshore and offshore hedge funds, including equity, fixed income, currency and asset allocation funds
■ Schroders: organisation of onshore and offshore hedge funds and advice regarding offering global investment products in the United States

Private Investment Funds:
■ Represent fund sponsors in fundraising, general sponsor and regulatory matters. Bain Capital, TPG Capital, PIMCO, Nordic Capital, RRJ Capital, CITIC Private Equity and others
■ Represent institutional investors in fund investment projects. AlpInvest, Temasek, Harvard and Stanford Universities, Makena Capital Management, sovereign wealth funds and others In last 6 years acted as counsel:
■ to organise 500+ separate funds of all types, including buyouts, real estate, energy, credit, macro, quantitative strategies, fund of funds and venture capital
■ for 100+ investors in connection with investments in approximately 2,250 private funds

Life Sciences:
■ Mitsubishi Tanabe Pharma: $357m acquisition of 60 percent interest in Medicago from Philip Morris
■ Biogen: $3.25b in acquisition of Elan’s interest in TYSABRI
■ Johnson & Johnson: $650m acquisition of Aragon

Pharmaceuticals Intellectual Property:
■ SAP: Achieved victory in first-ever covered business method review trial before PTAB
■ Purdue: Secured successful decision marking end of 14 years of litigation relating to OxyContin® product
■ AstraZeneca PLC: Routinely provide IP due diligence support on international licensing and acquisition opportunities, as well support on complex patent matters
■ Zynga: Negotiation of strategic relationship with Hasbro to extend Zynga’s virtual game success to traditional board games and toys
■ Rovi: Prosecute Rovi’s worldwide patent and trademark portfolio, and perform due diligences on target portfolios considered for acquiring or licensing

Government Enforcement/FCPA:
■ Secured dismissal of all 13 felony charges against Stryker Biotech following opening statements in exchange for a fine and a plea to a single misdemeanor, and helped secure dismissal of all charges against the former company president and three sales directors in a trial involving alleged off-label marketing
■ Represented a global medical device company in connection with a DOJ and SEC industry-wide FCPA investigation and secured a deferred prosecution agreement with the SEC, settling the government’s charges

Litigation:
■ Sony: global coordinating counsel for litigation, including 65 putative class actions, and government investigations related to criminal cyberattacks
■ Carter’s Inc.: secured first non-prosecution agreement with SEC; won dismissal without prejudice of two securities fraud class actions claims with aggregate exposure of nearly $500m
■ Goldman Sachs: secured jury verdict in favour of Goldman following a five-week trial in which the plaintiff claimed $1b in damages. The founders and majority shareholders of the speech recognition company Dragon Systems, Inc. brought the case against Goldman for its role as financial advisor to Dragon in its all-stock sale to Lernout & Hauspie in 2000.

Areas of Practice

  • Antitrust
  • Business Restructuring
  • Business & Securities Litigation
  • Finance
  • Government Enforcement/FCPA
  • Health Care
  • Hedge Funds
  • Intellectual Property
  • Investment Management
  • Life Sciences
  • M&A
  • Private Equity
  • Real Estate
  • Tax & Benefits

Branches

  • 191 North Wacker Drive,
  • 32nd Floor,
  • Chicago,
  • Illinois
  • USA
  • IL 60606
  • Tel +1 312 845 1200
  • Fax +1 312 845 5500
  • 1211 Avenue of the Americas,
  • New York,
  • USA
  • NY 10036-8704
  • Tel +1 212 596 9000
  • Fax +1 212 596 9090
  • Three Embarcadero Center,
  • San Francisco,
  • California
  • USA
  • CA 94111-4006
  • Tel +1 415 315 6300
  • Fax +1 415 315 6350
  • 1900 University Avenue,
  • 6th Floor,
  • East Palo Alto,
  • California
  • USA
  • CA 94303-2284
  • Tel +1 650 617 4000
  • Fax +1 650 617 4090
  • One Metro Center 700 12th Street NW,
  • Suite 900,
  • Washington, DC,
  • District of Columbia
  • USA
  • 20005-3948
  • Tel +1 202 508 4600
  • Fax +1 202 508 4650
  • 41st Floor, One Exchange Square,
  • 8 Connaught Place,
  • Central,
  • Hong Kong,
  • China
  • Tel +11 852 3664 6488
  • Fax +11 852 3664 6588
  • 5 New Street Square,
  • 5th Floor,
  • London,
  • Greater London
  • UK
  • EC4A 3BF
  • Tel (020) 3122 1100
  • Fax (020) 3122 1101
  • Email : londoninfo@ropesgray.com
  • Yusen Building 2F ,
  • 3-2 Marunouchi 2-Chome,
  • Chiyoda-ku,
  • Tokyo,
  • Tokyo-to
  • Japan
  • 100-0005
  • Tel +81 3 6259 3500
  • Fax +81 3 6259 3501
  • 36F, Park Place,
  • 1601 Nanjing Road West,
  • Shanghai,
  • China
  • 200040
  • Tel +86 21 6157 5200
  • Fax +86 21 6157 5299
  • POSCO P&S Tower, 21F ,
  • 134 Teheran-ro, Gangnam-gu ,
  • Seoul,
  • South Korea
  • 135-923
  • Tel T +82 2 2141 5900
  • Fax +82 2 2141 5950

Corporate/M&A & Private Equity - Asia-Pacific Region

What the team is known for Widely regarded for its private equity experience in the region, with highly experienced teams in Japan and China. Notably advised on major going-private transactions concerning US-listed Chinese companies over the past year. Has a solid client base that consists of major private equity funds and sovereign wealth funds.

Work highlights Represented Bain Capital in purchasing a controlling stake in Japan's largest direct retail marketing company, Jupiter Shop Channel, for USD1.3 billion.

Acted for China Everbright as a consortium buyer in Focus Media Holding's USD3.7 billion going-private transaction.

Notable practitioners  

Shanghai partner Arthur Mok is a key partner along with Scott Jalowayski, who divides his time between the Tokyo and Hong Kong offices.

Significant clients AlpInvest, D. E. Shaw, Bain Capital, Baring Private Equity, TPG Capital, Goldman Sachs.

Intellectual Property - Asia-Pacific Region

What the team is known for An expanding practice in the region, increasingly handling South Korean matters from its relatively new Seoul office and Taiwanese matters out of Japan. Also noted for its Hong Kong and PRC practices. Handles large IP-driven corporate and commercial transactions and cross-border disputes, often in US courts and before the ITC.

Strengths (Quotes mainly from clients)
Responsiveness: "They are very accommodating of different time zones, and always very responsive. I would highly recommend them."

Work highlights Represented Fujitsu in several cross-border patent litigation cases brought against the company by patent licensing group Acacia Research.

Notable practitioners  

Hiroyuki Hagiwara is a key partner in Japan, while Geoffrey Lin and David Chun are the main contacts in China and South Korea respectively.

Significant clients Fujitsu, MedImmune, Mitsubishi Tanabe Pharma, Nikon, Toyota.

Investment Funds - Asia-Pacific Region

What the team is known for This relatively new market entrant has quickly established an admirable reputation in Asia for private equity fund formation. It handles high-value fund-raisings for an increasing number of private investors as well as government-backed funds in the region.

Strengths (Quotes mainly from clients)
Pragmatic advice: "Ropes & Gray has a very strong investment funds practice that offers comprehensive legal services and innovative solutions to clients."

Work highlights Counsel to Temasek and its newly established subsidiary, Pavilion Capital, on the formation of multiple private equity funds.

Represented FountainVest partners in the launch of its second US dollar-denominated China-focused fund, raising USD1.4 billion.

Notable practitioners  

Partner Geoffrey Chan is based in the Shanghai office and leads the Asian investment funds practice.

Significant clients Harvest Capital, Temasek Holdings, FountainVest Partners, CITIC Private Equity, Goldstone Capital. 

Life Sciences - Asia-Pacific Region

What the team is known for A highly specialised team that is active in the main areas of life sciences: transactional, intellectual property, regulatory and compliance. In addition to a strong team in China, it has IP specialists in Tokyo, who are also heavily involved in the life sciences sector.

Strengths (Quotes mainly from clients)
Market standing: "They have a good cross-regional presence."

Work highlights Represented Bain Capital in its life sciences investments in China.

Advised MedImmune on the establishment of a biologics joint venture with WuXi AppTec.

Notable practitioners  

Arthur Mok in Shanghai is a key contact.

Significant clients Eisai, Ironwood Pharmaceuticals, Johnson & Johnson, Kleiner Perkins, Sequoia Capital.

Banking & Finance - China

Leader of the Asia finance practice Michael Nicklin focuses on representing borrowers in structured finance mandates. He was lead counsel to Bain Capital on the financing and regulatory aspects of its acquisition of a 50% stake in ShopChannel from Sumitomo.

Corporate/M&A (International Firms) - China

Scott Jalowayski splits his time between Tokyo and Hong Kong. One peer highlights that "clients value his judgement," further underscoring his "user-friendly style and good dynamics with clients." Recent notable work includes advising TPG Capital and its portfolio company Nexeo Solutions on Nexeo's joint venture with Beijing PlasChem.

Intellectual Property - China

Geoffrey Lin is proficient in handling "licensing, prosecution and enforcement" matters, according to commentators. He has a considerable amount of experience in the life sciences sector and one impressed client remarked: "His knowledge of IP is very strong and his ability to negotiate regarding IP issues was good."

Investment Funds - China

Geoffrey Chan is counsel to onshore and offshore funds as well as government investors. He has recent experience advising on fund-raisings involving China and the USA. He is praised by one client for his "responsiveness, deep knowledge about the legal and regulatory issues concerning private equity funds, and keen sense of our business objectives."

Investment Funds - Global-wide

What the team is known for Well co-ordinated international service to private companies and sovereign wealth funds across a range of asset classes, with an especially noted private equity practice. High-end fund formation and structuring mandates which focus on investments across Asia, Europe and the USA.

Strengths (Quotes mainly from clients)
Expertise: "They are a one-stop shop for anything investment-related - strong across the board."

International capability: "They are a very dedicated team and have knowledge in abundance - the advice is excellent, there's seamless contact with other offices and they are pleasant to work with."

Work highlights Acted for RRJ Capital on the organisation of a USD3 billion Asia-focused private equity fund.

Advised Nordic Capital on the formation of a private equity fund to target investments in the Nordic region.

Notable practitioners

John Ayer in Boston and Raj Marphatia in Silicon Valley co-head the firm's global private investment funds group. Laurel FitzPatrick in New York leads the hedge funds practice. Geoffrey Chan and Matthew Judd are key contacts in Shanghai and London respectively.

Significant clients Bain Capital, TPG Capital, PIMCO, CITIC Private Equity, THL Partners. 

Life Sciences - Global-wide

What the team is known for Market-leading life sciences practice in the USA, attracting a significant share of corporate, IP and regulatory compliance work. Increasingly active in Asia, especially in China, with a strong bench of commercial IP lawyers. Also enjoys a solid reputation for international joint ventures, licensing and worldwide regulatory approvals.

Strengths (Quotes mainly from clients)
Expertise: "I work extensively with the partners and their quality makes a difference." 

Work highlights Advised Ironwood Pharmaceuticals on the development of linaclotide, in collaboration with AstraZeneca, including US and China public policy issues, as well as licensing deals in countries such as Japan and Spain. 

Assisted Biogen Idec with its USD3.25 billion acquisition of rights in TYSABRI, a multiple sclerosis treatment approved in over 65 countries, from Elan.

Notable practitioners  

In Shanghai, Geoffrey Lin focuses on technology transfers and the protection of IP rights. He wins praise for providing advice that is "clear, precise, timely and sound in quality." 

Boston-based Marc Rubenstein is one of the co-chairs of the life sciences practice and is best known for his understanding of global transactions in this field. Clients describe him as an "extremely bright and well-rounded lawyer who understands the highly technical components."

Geoffrey Davis has a broad life sciences practice that covers corporate partnerships, licensing and financing for pharmaceutical, biotech, biomedical and medical device companies. Clients are "enormously pleased with his team and his work."

Katherine Wang is a well-regarded life sciences regulatory lawyer, based in Shanghai, who joined the team in November 2012 from Sidley Austin. She is acknowledged for having a "solution-oriented mindset, excellent analytic skills and business knowledge." 

Significant clients Becton Dickinson, Takeda Pharmaceuticals, Hutchison MediPharma, MedImmune, Wright Medical Technology.

Private Equity - Global-wide

What the team is known for Handles a steady stream of impressive deals from leading private equity clients attracted by the firm's high-calibre bench. Particular strength in the USA and Asia, combining talents across offices to provide seamless service and advice on multi-jurisdictional transactions.

Work highlights Acted for Bain Capital on its USD1 billion acquisition of a 30% interest in Genpact from Oak Hill Capital Partners and General Atlantic.

Advised BlackRock on its purchase of Swiss Re Private Equity Partners.

Notable practitioners

Alfred Rose leads the firm's global private equity practice from Boston, while Arthur Mok and Will Rosen are primary contacts in Shanghai and London.

Significant clients Bain Capital, TPG Capital, Berkshire Partners, Welsh Carson, Kohlberg & Company.

Corporate/M&A - Japan

Tsuyoshi Imai recently represented Bain Capital in its USD1.3 billion acquisition of Jupiter Shop Channel. Clients particularly appreciate his negotiation skills, with one saying: "I can rely on him to protect my interests when negotiating with other parties."

Scott Jalowayski divides his time between the Hong Kong and Tokyo offices. He has a solid track record acting in cross-border transactions throughout the Asia-Pacific region.

Intellectual Property - Japan

Hiroyuki Hagiwara "has a lot of experience in patent litigation in the USA, and also knows the decision-making process of Japanese corporations, and how they handle IP matters." He recently advised Toyota with regard to patent infringement litigation in the Eastern District of Texas. The matter, which involved computer-aided design and product configuration software, was successfully resolved in Toyota's favour. 

Maxwell Fox is described by clients as "very responsive, flexible and understanding of our situation with regard to things like fee arrangements or paperwork deadlines." He has almost a decade's experience of patent litigation in California and specialises in electronics and life sciences-related issues. He recently advised NEC in a multi-patent infringement case which was satisfactorily settled in the client's favour before coming to trial in Texas. 

Intellectual Property - South Korea

David Chun successfully represented KC Tech in a patent dispute in relation to technology involved in chemical-mechanical-polishing in semiconductor manufacturing. 

Seoul-based William Kim is one of the co-leads of the team which advises LG Electronics on a range of IP cases. Of late, this has included patent disputes brought by InMotion Imagery Technologies and Orinda Intellectual Properties USA. 

Gene Lee is a partner at the New York office of the firm. He acts on US-based patent litigation in a range of technology sectors for Korean clients, with recent work including representing NCSoft in a number of US-based disputes and other IP matters.

Banking & Finance - UK

"Super-smart" Maurice Allen continues to be a top-rated name in the field, with one enthusiastic client explaining: "The commercial application of his experience and knowledge of the market has been key to the success of our financings." Allen is a go-to practitioner for lenders, sponsors and corporate borrowers alike.

Michael Goetz took the lead in advising Altice on complex financing arrangements for the reorganisation of Israeli company HOT Telecommunications Systems. Market sources laud him as being "exceptionally dedicated," noting that he provides "smart strategic advice."

Banking & Finance - USA

Jay Kim is "efficient, direct and always thinks five steps ahead of the deal," sources note. He excels at handling leveraged transactions for private equity firms and counts TPG Capital and The Blackstone Group among his regular clients.

Thomas Draper "understands business issues, how to document them and how to get a deal done. He has great insight and that is incredibly valuable," a satisfied client reports.

Michael Goetz took the lead advising Altice on complex financing arrangements for the reorganisation of Israeli company HOT Telecommunications Systems. He has extensive experience in handling US financing structures and market sources laud him as being "exceptionally dedicated," noting that he provides "smart strategic advice."

Bankruptcy/Restructuring - USA

Mark Bane is the head of Ropes & Gray's business restructuring group and is based in the firm's New York office. Distressed debt and equity investors, hedge funds and bondholder group representations make up the majority of his engagements.

Corporate/M&A - USA

The much-admired David Chapin has solid experience in joint venture, acquisition and buyout matters, and is well regarded in the market. He represented the special committee of Ness Technologies in its sale to Citi Venture Capital.

Intellectual Property - USA

Jesse Jenner is a venerable first-chair trial lawyer steeped in multi-patent, multi-jurisdictional litigation, and so is someone "you want on your side," according to sources. Much of his time has recently been devoted to leading a team on behalf of Motorola Mobility in a high-profile dispute with Microsoft. 

James Haley has a distinguished practice focused on patent preparation, prosecution, portfolio management and enforcement. He has prepared and prosecuted patents amounting to billions of dollars in value for clients in the biotech, chemical and pharmaceutical industries. 

Gene Lee is commended by clients for his "deep understanding of IP law," and is characterised as being "very client service conscious." He has a broad-based patent practice, and spans both transactional and litigation matters in his work. He is particularly highlighted for the experience he brings in working with South Korean clients.

Investment Funds - USA

Sarah Davidoff focuses on the representation of institutional and independent sponsors of private funds. She has recently acted for a key client on designing and launching aggregation vehicles to target high net worth US clients.

Laurel FitzPatrick has had a busy year working on matters for Commonfund Asset Management, PIMCO and The Blackstone Group.

Investment Funds - USA

Ann Milner is highly praised for her expertise in handling fund formation issues. She recently formed part of the team acting for Thomas H Lee Partners on the fund-raising for its seventh fund.

Larry Jordan Rowe is known for his strength on both the investor and sponsor sides, regularly taking on work from large institutions such as Goldman Sachs and Harvard University. Clients appreciate that he is "very accessible and responsive."

Raj Marphatia recently relocated to the firm's Silicon Valley office, boosting its West Coast presence. His broad-based experience sees him cover a wide range of matters for clients, including advising sponsors on formation, operation and investment matters. He also advises institutional investors on a range of investment activity.

William McCormack's private funds experience covers the gamut of sponsor representations on both a domestic and an international basis, and is experienced across a variety of asset classes. 

Privacy & Data Security - USA

Douglas Meal is "not only an excellent lawyer, he is also a very smart businessperson," say sources, while he is also noted for his "reputation for getting results." He specialises in payment card breaches.

Private Equity - USA

Alfred Rose is widely respected by peers and clients alike. He regularly represents major private equity sponsors, and recently handled a variety of matters for TPG, including a USD200 million PIPE investment in REIT Parkway Properties. 

Recognised for his strong and diverse private equity practice, David Chapin recently represented Skillsoft, a portfolio company of Berkshire Partners, in connection with its acquisition of Element K.

Recent highlights for Newcomb Stillwell include representing Blackstone in its high-profile USD3 billion acquisition of Emdeon.

The "pragmatic, dynamic and focused" Julie Jones is well respected in the private equity space. She recently represented Bain Capital in relation to its USD3.3 billion sale of Warner Music Group. One client notes: "She brings a unique perspective to transactions. Because she's so hands-on we feel like we get top-level advice." 

Othon Prounis is favourably described as "smart, with a good demeanour." He represents Welsh, Carson, Anderson & Stowe in a wide range of matters, including a number of high-value acquisitions and dispositions.

Bradford Malt founded the firm's private equity practice group, and has a strong reputation in the marketplace. His broad experience ranges from financings and portfolio company matters to fund-raising issues and strategic initiatives.

Craig Marcus heads the firm's executive compensation practice, and has significant experience representing private equity sponsors and portfolio companies. He recently assisted Thomas H Lee Partners with the sale of its interest in a quick-service food chain. 

Tax - USA

Rom Watson is a revered international tax specialist who focuses his impressive practice on supporting multinational corporations. He regularly advises prominent financial institutions on aspects of cross-border securities lending. "He is very helpful, very technical and very practical," notes one impressed source.