Capital Markets: Derivatives & Structured Products: Nationwide

THE FIRM One of Allen & Overy's greatest strengths in the world of derivatives and structured products is its impressive cross-border and international capabilities. The group has expertise in a wide range of structured products, particularly in the CDS and CDO area. Clients benefit greatly from the firm's advice on Dodd-Frank, especially Title VII and the Volcker Rule, its understanding of legacy issues and also its long-standing ties with the International Swaps and Derivatives Association (ISDA).

Commercial Awareness "I know that with the ISDA relationship I can shoot a question and the lawyers always know the answer and always know the market - they are on top of everything, which is very valuable to us."

KEY INDIVIDUALS John Williams is held in high regard for his credit derivatives expertise with clients reporting that he "explains complex issues very coherently, allowing us to understand even the most cutting-edge stuff very quickly." Recent highlights include advising a host of dealer institutions on developing the ICE platforms as they relate to clearing credit default swaps.

New York partner David Lucking has recently advised Markit on drafting templates for documenting transactions on the new Sovereign CDS Index: SovX. He is an active speaker on issues relating to central clearing and Dodd-Frank and is additionally qualified to practice in the UK. 

Deborah North has recently moved to New York from the London office. She has recently advised ISDA on the creation of a market-wide set-off agreement by way of comment letters regarding rules proposed for cleared and uncleared swaps by US regulators. "She is diligent, responsive and good at spotting issues," according to clients.

THE FIRM Ashurst has gone from strength to strength recently, and the group has been active in swaps and futures clearing on behalf of financial institutions. It provides bespoke regulatory counsel and remains a leader in the prime brokerage space. Recent work includes advising several gas suppliers in complex novations of commodity swaps.

Sources say: "The firm is historically strong in Europe. Since the addition of the team from McKee Nelson it has built up a strong presence in the USA and is now at the top for structured finance and CLOs."

KEY INDIVIDUALS The "highly commercial" William Gray is a well-known name in the derivatives and finance area. He has experience of numerous derivative and structured products and regularly advises his clients on regulatory developments.

THE FIRM This firm has an especially broad and deep team which allows it to represent market players on both the buy and sell side. The derivatives practice covers equity, fixed-income and also commodity-linked products, and the team has both strong regulatory and transactional expertise. The structured side of the practice deals with products such as mortgage-backed securities, CLOs, CDOs and various combinations of hedgings. Clients include Morgan Stanley, Goldman Sachs and BNP Paribas.

Commercial Awareness "In addition to getting good legal advice I get good business advice too. The firm's strength is its commerciality and the uniform ability of its attorneys to translate complex things into simple language. They have mastered a lost art."

KEY INDIVIDUALS Ray Shirazi is highly recommended by clients for his ability to "synthesize lots of moving parts in a manageable way, whether in traditional equity derivatives or complex new structured products." He recently led the firm's representation of Forest Laboratories in connection with three accelerated share repurchases worth $1.3 billion.

Cochair of the financial services group, Steven Lofchie is instantly recognized as a leading expert in broker-dealer regulatory matters. His transactional practice relates to OTC derivatives, securities financing and various trading, licensing and membership agreements.

Group chairman Richard Schetman is seen as "excellent and consistent" by peers, who would "refer to him in a heartbeat." His practice is focused on complex transactions involving various assets and products such as fixed income and credit derivatives.

30 years of capital markets experience have given Lary Stromfeld "a unique common-man approach, a true gift" which allows him to stay "calm and unrattled," according to sources. Clients admire the fact that "he never says 'no,' but rather suggests how to get around limitations and exploit opportunities."

OTC derivatives lawyer Ivan Loncar is "incredibly thoughtful and knowledgeable," according to clients. "If there is a solution, he will find it."

THE FIRM Cleary is universally recognized as a market leader in the derivatives and structured products area. The firm has a highly impressive global reach and makes best use of its complementary capabilities in tax and insolvency. The group has amassed a wealth of collective experience and is held in especially high regard for its role as a regulatory adviser, particularly with regard to Dodd-Frank. It provides this cutting-edge counsel to a host of derivatives market participants and financial trade associations such as ISDA and the Securities Industry & Financial Markets Association (SIFMA).

Sources say: "The lawyers deliver the highest level of legal services in the world."

KEY INDIVIDUALS According to one client, Michael Dayan is "the preeminent technician in the industry." His equity derivatives practice has recently involved advising Alpha Natural Resources on derivatives and ISDA matters relating to its $8.5 billion merger with Massey Energy Company.

"A dean of the derivatives Bar," Seth Grosshandler is considered "world class" by his clients and universally respected for his outstanding insolvency expertise. He represented Goldman Sachs, Barclays and Wachovia along with various other financial institutions in connection with derivatives and other exposures to Lehman Brothers.

Edward Rosen is "one of the smartest lawyers in the world," according to one client, who adds "his grasp of the securities and derivatives laws is incredible and his advice is always spot-on." He is counsel to numerous trade associations and groups on derivatives regulatory matters, such as the SIFMA Derivatives Product Committee, the SIFMA Federal Tax Committee and the Institute of International Banks.

Washington, DC-based Michael Mazzuchi focuses his practice on domestic and international structured finance and derivatives issues and is very familiar with mortgage and asset securitization. He advised Bank of America in litigation concerning the notice requirements of the ISDA Credit Derivatives Definitions.

Erika Nijenhuis is a highly respected tax practitioner who adds great value to her clients' operations. She serves as counsel to numerous major investment banks including Citi, Goldman Sachs, Deutsche Bank, Bank of America, Barclays and JPMorgan.

THE FIRM This focused group has a well-balanced spread of experience across OTC derivatives, commodities and regulatory matters. While the firm's knowledge of the European markets is useful for cross-border offerings, Clifford Chance's US practice is best recognized for its capabilities in securitization transactions. Recent work includes advising ISDA and its members in responding to regulatory proposals regarding uncleared swaps.

KEY INDIVIDUALS David Felsenthal is said to be "extremely knowledgeable and well mannered" by sources. His generalist derivatives expertise sees him advise his banking clients on OTC products and Dodd-Frank reforms. He assisted ISDA in drafting a comment letter regarding the proposed regulatory changes to the swap market.

Steven Kolyer is singled out by peers as a go-to for bespoke structured products and specifically CMBS transactions.

Founder of Clifford Chance's US structured finance group, Frederick Utley is highly experienced with nontraditional securitized assets as well as CDOs and CLOs.

THE FIRM Davis Polk has a formidable team which ably serves its enviable client list on a variety of novel equity derivative and structured products. A recent sign of the group's market prominence is its representation of Morgan Stanley on some 343 structured products offerings valued at $6.87 billion. This offering included an exchange-traded note linked to new index-tracking MLP interests in the energy sector. In the derivatives space the team continues to advise the Federal Reserve Bank of New York and the US Treasury Department in connection with AIG's $70 billion recapitalization plan.

Commercial Awareness "Our go-to firm for any issue or transaction that comes up. No firm can respond on a short fuse with as much energy, expertise and accuracy as Davis Polk can."

KEY INDIVIDUALS Head of the firm's derivatives and structured products group, John Brandow is "clearly an innovator," according to market commentators. He is noted for his prominence in the equity derivatives market, having recently represented Credit Suisse, Merrill Lynch, Pierce and Fenner & Smith as lead book-runners in connection with a significant SEC-registered offering.

Clients comment that James Rothwell "knows everything there is to know about equity derivatives" and is "just unreal - he's everywhere and knows every deal, every client." He recently represented Goldman Sachs as dealer counterparty in connection with a $1 billion share repurchase transaction with Northrop Grumman.

A frequent speaker at conferences, Daniel Budofsky is a leader in regulatory implementation with regard to derivatives. His practice includes fund derivatives transactions and various structured products.

"Young, aggressive problem-solver" Mark Mendez "has the deepest understanding of equity derivatives and structured equity risk of any lawyer," according to clients. He receives additional praise for his work ethic and ability to handle the advisory and transactional side of capital markets work.

Client favorite Ray Ibrahim is "always the first and last call" when issues arise. He recently advised Deutsche Bank, Citi and Piper Jaffray as book runners in connection with a $120 million senior notes offering by Akorn.

Warren Motley is "incredibly knowledgeable and helps you arrive at the right answer," according to interviewees. He is experienced in representing both retail and institutional investors in the development of novel financial products. Recent work highlights include advising Deutsche Bank on 270 structured products offerings valued at approximately $4.4 billion.

Linda Simpson is recommended for her breadth of knowledge and her "ability to give an answer with confidence on nearly any issue in the market." She has recently been involved in advising Credit Suisse on a series of structured product offerings valued at in excess of $1.27 billion.

THE FIRM Freshfields is very well recognized by key market participants and continues to work on large, complex structured finance and derivatives transactions. The US team has been active in CLOs and loan portfolio financings during the market downturn and is greatly strengthened by its supporting tax expertise and cross-border capabilities.

Sources say: "This team is excellent. It is our primary port of call for CLO work."

KEY INDIVIDUALS One client described Brian Rance as "reactive, commercially minded and an excellent draftsman," adding that "he is very willing to explain all the risks and will work with us to develop a strategy that addresses them."

"Incredibly energetic and accessible," Jerome Ranawake is an experienced structured credit lawyer with a notable reputation in the prime brokerage space. He recently advised UBS in a complex payment waterfall CLO worth approximately $300 million.

THE FIRM Linklaters is a leader in developing innovative derivatives products and draws upon its global strength in addressing corporate concerns. The group provides counsel on OTC and bespoke derivatives, and also on a broad range of structured bond transactions involving esoteric assets.

KEY INDIVIDUALS Stanford Renas is a key contact for the practice.

THE FIRM Mayer Brown is still in the early days of team building but already has an excellent reputation due to the quality of its partners. The OTC derivatives practice is very much geared to deal with issues arising out of the sweeping changes under Title VII of the Dodd-Frank Act, ISDA being one of its most influential clients.

Client Service "This firm provides great client service and is top of the field with regard to CLO knowledge." 

KEY INDIVIDUALS Co-head of the firm's global derivatives practice, Joshua Cohn is described by clients as having "an almost encyclopedic knowledge of the derivatives market." He has completed several amicus briefs on behalf of associations such as ISDA and SIFMA and continues to advise such clients in ways that will change the market for all.

THE FIRM The alternative investments practice at Milbank is best known for the highly specialized nature of the transactions and products it is involved with. The structured finance and securitization practice benefits greatly from the firm's traditional strengths in power and energy, infrastructure and transportation. The derivatives practice is focused on commodity-linked transactions.

KEY INDIVIDUALS Eric Moser is perhaps best known for his involvement in the Lehman bankruptcy but is also an active and effective player in the areas of CLO and structured hedging facilities. He recently represented an international bank consortium in structuring and negotiating a series of interest rate swap agreements.

THE FIRM This group is particularly strong in the derivatives and commodities market and is respected for its representation of dealer-side clients such as large foreign banks. Active product areas for the team include deal contingent swaps, CMS linked notes and D-basket hybrid securities. Current highlights include representation of Bank of America as a swap dealer on deal-contingent derivatives transactions.

Commercial Awareness "The firm has the right mix of legal understanding and knowledge of the product and market."

KEY INDIVIDUALS David Kaufman is known for his expertise in structuring complex collateral arrangements and for advice on risk mitigation. Recent highlights have included acting for the Royal Bank of Canada in two proprietary commodity-linked indices. According to clients, his experience "really shows in the quality of his work and advice."

Anna Pinedo recently acted as underwriters' counsel for Merrill Lynch and its affiliates in connection with 289 structured products offerings worth over $77 billion.

THE FIRM Commentators note the impressive market presence and capacity of this firm, with the New York and Washington offices attracting high praise. The practice has a large client base among underwriters in particular, although it represents a variety of funds, investors and industry associations as well as the larger financial institutions.

Sources say: "The firm has strong knowledge and experience and an impressive market share."

KEY INDIVIDUALS Al Sawyers is a key partner in Orrick's New York office. Peers note the breadth of his experience, with sources adding he is "a terrific structured products lawyer” and that he is "the king of municipal bond work."

THE FIRM The structured products group at this firm is known for its work in the CLO market, and has a variety of leading placement agents among its clientele. Prominent clients of the firm include Stone Tower Capital, GoldenTree Capital Management and C12 Capital Management. It is renowned for its work on the buy-side of derivatives transactions.

KEY INDIVIDUALS The "legendary" Paul Watterson cochairs the structured finance group at Schulte. He is renowned for his work in credit funds and for his regulatory expertise.

Phillip Azzollini is a key partner focusing on asset-backed securities offerings. Recent work includes the representation of hedge fund clients on dispositions of RMBS and CMBS-backed portfolios. Peers note that he is “an excellent lawyer, smart and bright.”

Craig Stein is the department’s cochair. He is known for his work in derivative products, representing issuers, underwriters and portfolio purchasers in CLOs. Peers find his work in structured products and derivatives impressive.

THE FIRM The work at this firm spans its offices in New York, Washington, DC and California, which are in turn supported by an international network. It has advised Merrill Lynch on regulatory reform in the USA and EU. It also represented Capital Access Network in the amendment and restatement of its $172.5 million securitization facility. Peers particularly acknowledge the innovation in its work.

KEY INDIVIDUALS Geoffrey Goldman is someone his peers would “always feel comfortable recommending in case of conflict.” He is respected for his work on the issuer side and according to market sources his enthusiasm is combined with a thoughtful approach. The bulk of his work is in CDO transactions, where he represents a broad range of US and foreign clients.

Donna Parisi is renowned for her work acting for dealers. Her work includes regulatory and compliance advice as well as structuring work and execution of financing.

THE FIRM This firm's global bench of financial lawyers comprises over 90 professionals. Regulatory advice concerning Title VII of the Dodd-Frank Act has recently formed a significant amount of its work for a large number of clients. Additionally, it works for ISDA in a variety of regulatory matters including insurance regulation. Elsewhere in the market, the firm has advised a large investment bank on the creation and issuance of a mortality-linked note program. Structured finance work is run in tandem with insurance work at the firm, and clients are quick to praise this arrangement.

Client Service "The service is strong, delivery is timely and drafting is accurate."

KEY INDIVIDUALS New York partner Robert Robinson has a practice focusing on swaps and credit derivatives, and is known for his advice on regulatory reform and implementation. Clients admire his “thoroughness and market experience.”

The “tough, impressive and highly knowledgeable” Ellen Pesch has a strong track record in repurchase transactions as part of her wide-ranging structured financial products and derivative negotiation practice. She is particularly well known for her work on catastrophic, mortality and longevity risk.

Michael Sackheim is known for his enforcement expertise in futures and derivatives. One client commented that “his greatest strength is his market knowledge, but his practical approach to issues and his ability to resolve problems is another fine quality.”

THE FIRM Beyond this compact team's ability to execute highly complex deals is a very solid understanding of the implications of the Dodd-Frank Act. The group has an impressive array of complimentary departments to draw on but is itself growing and now constitutes eight full-time attorneys. An example of the firm's innovative approach is evident in its representation of leading Swedish investment company, Investor AB, as forward purchaser in a $175 million share forward transaction with Nomura International.

Commercial Awareness "These lawyers combine market knowledge with strong legal capabilities. They understand our commercial needs and know when to push and when to concede."

KEY INDIVIDUALS "A star in the making," Joyce Xu leads Simpson Thacher's derivatives practice and advises her clients on various products including equity, fixed income, interest rate and commodity derivatives. Her clients include KKR, The Blackstone Group and Apax Partners.

THE FIRM The group is highly regarded by market sources for its regulatory expertise, particularly on Dodd-Frank regulations. The team has a broad base of experience in derivatives matters, and recently acted for Stanley Black & Decker on its $633 million convertible bond offering. It also represented CEMEX in the $1.67 billion offering of subordinated notes and the NASDAQ Group in its repurchase of $500 million of common stock as well as a senior debt financing and bridging arrangements. On the structured products side, the firm acted for subsidiaries of Macquarie Bank in two securities offerings on purchase contracts and chattel mortgages in Australia.

Client Service "This is a very service-oriented firm - prompt to reply and with a great understanding of our business."

KEY INDIVIDUALS John Osborn is head of the derivative financial products group. He focuses on the development of bespoke structured products for his issuer clients. He is renowned among market sources for his deep experience and broad-based practice, particularly with regard to OTC derivatives.

Susan Curtis is known for her work in refinancing assets with new capital structures. The market widely praises her as a specialist in CDOs, and sources particularly note her commercial acumen.

Jerrold Salzman is recognized by the market for his work in futures. He has advised the Chicago Mercantile Exchange on a number of regulatory matters.

James Stringfellow is a structured finance partner. He has recently advised Citi Alternative Investments on its acquisition of four collateralized loan obligation funds. Peers admire him and comment that he is "smart and practical" and "thoughtful and careful."

Well regarded by clients as a specialist in technical derivative instruments, Yossi Vebman is also known in the marketplace for his work on the issuer side of transactions. He represented Brookdale Senior Living on its $316 million offering of 2.75% convertible senior notes.

THE FIRM This nimble New York-based practice advises a variety of clients in their capacities as issuers, agents and underwriters. The group regularly deals with the physical issues relating to commodities as well as those connected with derivatives products themselves. The firm's stable of investment banking clients includes Credit Suisse, JPMorgan Securities and Keefe.

KEY INDIVIDUALS A recent arrival from Weil Gotshal, Conrad Bahlke is "outstanding, very astute and has solid experience," according to commentators. He is known for his experience with regulatory issues as well as the structuring of derivatives instruments and commodities transactions.

Marvin Goldstein brings expertise in commodities to his work in the derivatives field. He is renowned for his experience in energy commodities and related instruments.

Client favorite Mark Rae is known for his work in the development of standard trading agreements and credit support arrangements in the energy industry. He represented a consortium including TPG Capital and Kohlberg Kravis Roberts in the commodity trading and hedging aspects of its acquisition of Texas Genco.

Mark Speiser works in the areas of commodities, derivatives and securities which relate to insolvency, especially in the repurchase arena. He is renowned for his work advising counterparties in Chapter 11 cases, including that of Lehman Brothers Holdings.

THE FIRM The futures model work in derivatives at this firm is well respected by its competitors. Recent examples of its work include acting for Barclays Capital and JPMorgan as underwriters in an offering of SEC-registered notes by AT&T. The team's versatility in the area is demonstrated by its representation of the underwriters in The Gap's issuance of SEC-registered notes valued at $1.25 billion.

Sources say: "One of very few firms to run a full-spectrum service which includes insolvency, regulatory and commodities expertise."

KEY INDIVIDUALS Kenneth Raisler is deemed "a dean of the derivatives Bar" by a number of sources. He heads the practice group and provides undeniable expertise in derivatives and trading, including experience in-house at the Commodity Futures Trading Commission.

Rebecca Simmons is known for her work in credit risk mitigation system development and is described by peers as being "right at the top." She advises on a broad range of issues relating to derivative structuring such as regulation and insolvency.

David Gilberg is recognized for his work in the electronic trading of a wide variety of financial instruments. His expertise includes the management of trading vehicles.

Deputy managing partner of the firm's financial institutions group Mark Welshimer is renowned in the industry for his broad knowledge of banking law. His long experience enables him to advise clients on bank regulatory reform.

THE FIRM This firm has a long history in the derivatives market. Expertise at the firm is broad and includes fixed-income and currency hedging products as well as equity, commodity and freight derivatives. Peers comment that the firm is particularly active in the energy space.

Client Service "A universally excellent service and great job on the regulatory side. Very good use of associates at very attractive rates."

KEY INDIVIDUALS Eric Fenichel is the head of the department.

THE FIRM This outfit is known for its work with CLO/CDO vehicles and has a strong offering in structuring, negotiating and documenting derivatives. The market identifies it as a leading player and recognizes its work for Lehman Brothers in analyzing the risk exposure of its structured products portfolio as part of the insolvency procedure. Additionally, it is working for Syncora Holdings on credit enhancement for its debt obligations, which assisted in the successful stabilization of liquidity for the client.

KEY INDIVIDUALS Robert Chiperfield is a partner with a broad client base among issuers, underwriters and monoline insurance companies. He is known for his work with distressed securitization sponsors and a wide range of derivatives products.