IFLR 1000
The Guide to the World's Leading Financial Law Firms

As "a wonderful international shop" with a top-of-the-range debt and equity practice, Cleary Gottlieb Steen & Hamilton commands the respect of peers and clients. Competitors describe the firm as a leader in the convertible debt market, while customers appreciate the attentiveness of its partners. "They are absolutely accessible and responsive," says one client. "When we are on an active matter, I have access to the partners who are responsible – no matter what time of the day or night."

Competitors identify "senior statesman" Alan Beller, a former director and senior counsellor at the Securities and Exchange Commission, as a driver of the firm's success. "If there's ever a cutting edge issue, he's usually on it," says one peer. "He's a terrific lawyer and he knows his stuff." In September 2010, partner John Palenberg transferred to Cleary's New York branch after practicing in the firm's offices in England and Germany.

In September 2010, the firm advised Petrobras in its $67 billion SEC-registered global equity offering, the largest ever. Petrobras will use part of the proceeds to pay $42 billion to the Brazilian government for the right to extract up to five billion barrels of oil equivalent from Brazil's presalt layer. With Petrobras being partially government-owned, the deal received increased scrutiny, particularly in connection with its use of the proceeds.

The firm has also worked on several matters related to Citigroup's recovery from the financial crisis. These included advising underwriters led by Morgan Stanley in the $10.5 billion SEC-registered offering of Citigroup common stock in December 2010. The stock was acquired by the US Department of the Treasury under the Troubled Asset Relief Program (TARP).

With a leading derivatives practice and a strong presence in structured finance and securitisation, Cleary Gottlieb Steen & Hamilton continues to be regarded as being at the forefront of innovation. The firm represents both issuers and underwriters and has counselled sovereign debtors, particularly in emerging markets. During the first three quarters of 2010, it was involved in over $168 billion in agency mortgage-backed securities offerings. Prominent clients include Credit Suisse, HSBC, JPMorgan Chase, Morgan Stanley, Wells Fargo, UBS, NYSE Euronext, and Bank of America/Merrill Lynch.

The firm is also heavily involved in advising industry organisations on regulatory matters, such as the potential implications of Dodd-Frank. Partner Edward Rosen is outside counsel to The Securities Industry & Financial Markets Association on matters including recent legislation relating to CFTC reauthorisation and the regulation of derivatives. The firm also advises the International Swaps and Derivatives Association and The Securities Industry & Financial Markets Association, amongst others.

The firm's ability to construct complicated, one-of-a-kind deals attracted admiration from rivals. "To understand derivatives, a lot of the knowledge comes from knowing the commercial market," says one competitor. "They have a very strong institutional practice in the commercial market, in both debt and equity."

In May 2011, the firm provided advice to underwriters on over $23 billion of Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed securities, bringing its total agency mortgage-backed work in 2011 to more than $106 billion worth of transactions.

The firm also represented Bank of America/Merrill Lynch as initial purchaser in one of the first CLOs to close since the financial crisis. The transaction, which took place in November 2010, involved a $300 million Reg S/Rule 144A collateralised loan obligation transaction by LCM VIII.

With strong practices in both New York and Washington DC, Cleary Gottlieb Steen & Hamilton is well-positioned to advise clients on recent financial and regulatory developments. "They are close to the capital sources in New York, so they represent a lot of banks," says one competitor. Other peers describe Cleary as a "top-notch firm" offering "sophisticated regulatory advice", and note it has "an increasing presence" in bank lending.

In January 2011, long-time partner Jack Murphy, who one lawyer describes as "a lynchpin of the DC office", retired from the firm. Murphy went on to work as a senior executive at consulting firm Promontory Financial Group, which is one of Cleary's clients, in February that year. However, feedback suggests that the firm's position as a market leader in regulatory services will not suffer, as it continues to retain plenty of talent.

Derek Bush is identified by one rival as "a very good younger partner", while Bob Tortoriello and Paul Glotzer are described as "first-rate regulatory lawyers". Another competitor describes Tortoriello as "a leading light, and the author of a very important book on bank regulatory and securities. On top of that he's a wonderful colleague - collaboratively creative." A team led by Tortoriello is currently advising Bank of America on global regulatory aspects of its acquisition of Merrill Lynch.

One client says, "I have been delighted with the service. I am very proud to have my name on things they have done for us. They have a very deep bench, have got fabulous international capability and are a wonderful law firm." Another client says, "There was absolutely no matter that we have asked them to help us with that was a cookie cutter matter. They are able to think creatively and innovate."

On the transactions side, Cleary recently acted as US counsel to BHP Billiton, a global leader in the resources industry, in financing a proposed $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan through a $45 billion syndicated loan facility. The transaction, which was ultimately blocked by the Canadian government, was the largest global M&A deal announced in the first three quarters of 2010.

Cleary Gottlieb Steen & Hamilton has worked on many of the most significant M&A transactions announced during the past year. The firm has particular expertise in complex, cross-border deals, according to peers. "Cleary has a very strong international network," says one competitor. "They tend to get involved in a lot of big international deals."

The dedication of the firm's attorneys has impressed its clients. "When they take on a matter they are absolutely committed, no matter what the pressures may be, and we have had very successful outcomes with them," says one patron. The client singles out partner Glenn McGrory as being "at the top of my list". The client says, "He will work 24-7 to make sure we have what we need." In September 2010, partner Filip Moerman, who advises on M&A, private equity and restructuring, transferred to the firm's New York office from Beijing and Hong Kong.

In the largest deal announced worldwide during the first three quarters of 2010, the firm represented BHP Billiton in its $40 billion all-cash offer to acquire PotashCorp. The August 2010 transaction was ultimately blocked by the Canadian government.

The firm also counselled Google in multiple transactions including its $750 million acquisition of AdMob, a mobile display advertising technology provider, and its $700 million acquisition of ITA Software, a developer of software for the travel and airline industry.

Cleary Gottlieb Steen & Hamilton has advised on three of the four largest-ever leveraged buyouts completed worldwide, and regularly works on first-of-a-kind transactions. The firm has lawyers in the US, Europe and Asia and its clients include marquee name TPG Capital. Competitors say Cleary Gottlieb is "good for both strategic and private equity" and is "an outstanding firm, no doubt about it".

Peers identify partners Paul Shim and Michael Ryan as key figures in the market. One peer says of Shim, "He's really somebody I think is a terrific lawyer and does a great job. I think the same of Michael Ryan." In September 2010, partner Filip Moerman transferred to the firm's New York office, after splitting his time between its practices in Beijing and Hong Kong.

The firm advised J Crew on its $3 billion acquisition by funds affiliated with TPG and Leonard Green & Partners. The transaction, which attracted widespread media attention, closed in March 2011. It involved various complications, including TPG's former majority stake in J Crew, TPG founding partner James Coulter's position on J Crew's board, and retaining its chairman and chief executive Millard Drexler after the deal.

In a transaction which closed in December 2010, the firm also counselled TPG in the first foreign private equity investment in a Chinese securities firm, the China International Capital Corporation.

Cleary Gottlieb Steen & Hamilton is one of the go-to firms for private equity fund formation. "Cleary has the Texas Pacific Group, which is a fabulous client," says one peer. The firm has particular strength in representing sponsors of funds focused on equity and debt investments in emerging markets. It has also been involved in the regulatory developments including the SEC's 'pay to play' rules and the European Union's AIFM Directive.

One competitor describes partner Michael Gerstenzang, who regularly represents TPG, as "an absolutely great lawyer". Gerstenzang has also advised JPMorgan, Deutsche Bank, KKR, and Fortress on establishing private investment funds.

A team led by partner Bob Raymond advised Helios Investment Partners on forming its second private equity fund, Helios Investors II. The fund closed in June 2011with commitments of over $900 million, making it the largest pan-Africa investment fund raised to date. It pursues investments throughout Africa, and has already closed a number of landmark transactions.

The firm also counselled on the formation of TPG Partners VI, TPG's latest flagship private equity buyout fund. The fund has commitments of $18 billion and is focused on opportunities in the US and Europe.

Cleary Gottlieb Steen & Hamilton has a well-regarded project finance practice, with particular expertise in cross-border deals with Latin America. "They have a very strong LatAm practice," says one competitor. "They represent a lot of sovereigns and sub-sovereigns and they do everything for them."

In a deal which closed in April 2010, the firm represented Google in its investment in two wind farms in North Dakota developed by NextEra Energy Resources. The transaction represented Google's first direct investment in a utility-scale renewable energy project.

The firm also advised Deutsche Bank as the lender of a term loan to Angélica Agroenergia, a Brazilian sugar and ethanol producer controlled by Adecoagro, which invests in agriculture and renewable energy in South America. The term loan was secured by a mortgage on some Brazilian real estate owned by Angélica and a cash collateral account maintained in New York, and was also guaranteed by Adecoagro. The deal closed in July 2010.

Cleary Gottlieb Steen & Hamilton is known for its work on large and complex restructuring matters, particularly those with a cross-border component. Peers single out Thomas Moloney for praise. "He's definitely one of the leading guys," remarks one competitor. Another rival says of Seth Grosshandler, a veteran star who handles both derivatives and restructuring, "He's widely viewed as a leading lawyer. He's been doing it for years and he's a senior statesman."

The firm is currently acting as lead counsel to Nortel Networks and affiliates in Chapter 11 proceedings. As the company is a multinational organisation, Nortel has begun proceedings in multiple jurisdictions, which require simultaneously complying with US, Canadian and UK bankruptcy laws. The firm has obtained groundbreaking rulings and has led Nortel in generating over $3 billion from selling nine of its businesses. Most recently, the firm is advising Nortel in the sale of its patent portfolio through a Section 363 auction process based on a $900 million 'stalking horse bid' by Ranger, an affiliate of Google.

Other notable work includes being one of several firms to represent UC Ruscal, the world's largest aluminium and alumina producer, in restructuring $16.8 billion of debt. The matter is the largest ever restructuring of a company with main operations in Russia and the CIS.