Bank lending
Financial services regulatory
As the dust settles from the 2007-08 market crash, regulatory lawyers are finding themselves in the enviable position of having more work than they can handle. As enforcement of existing rules becomes more stringent and clients scramble to prepare for the provisions of Dodd-Frank, firms are beefing up their regulatory practices with lateral hires and recruits from high-level positions in the industry. Some have even shipped back partners from offices abroad in an effort to meet the demand for regulatory expertise in the US. "As the old bromide says, change is good for lawyers - and there's a lot of change going on right now," remarks one partner.
Firms which anticipated the push for tighter controls on the financial markets are starting to reap dividends. Much of the work involves drafting comment letters on new legislation and providing bespoke advice on how the new laws are likely to affect individual organisations. "Initially with Dodd-Frank, we were getting up to speed with the regulations and helping the clients to do that," says one lawyer. "A lot of that was on our own dime. Now that the regulatory process has begun in earnest we are seeing many more clients paying for that kind of tailored advice, so things are extremely busy now."
Amongst other things, Dodd-Frank establishes the Financial Stability Oversight Council (FSOC), a new governing body charged with identifying and responding to threats to US financial stability. Critics of the agency - which has been the subject of extended debate in Congress and the media - say that it has been given too much power .and lacks sufficient expertise in the insurance industry, on which it has a significant impact. In the wake of the Madoff scandal, which one attorney describes as "one of the worst things that has happened for the private sector", governing bodies are also applying existing regulation more stringently than ever before. "Things they used to ask clients to fix next time they come in, they are issuing civil money orders or cease-and-desist notices for," says another partner.
Other controversial aspects of the bill include the last-minute Durbin Amendment, which was designed to take effect in July 2011 but has been pushed back to October. The amendment caps debit card interchange fees at 12 cents plus 0.05% of the transaction - a decline of around 80% from previous takings. Banks stand to lose billions of dollars per year under the amendment, and many have already begun to apply fees and charges elsewhere to compensate for the loss of income.
Banks are also unhappy about the Volcker Rule, which restricts them from making certain kinds of speculative investments. In particular, the rule bans banks from proprietary trading that is not in the best interests of their clients, and from owning or investing in a hedge or private equity fund. It also limits the liabilities that the largest banks, known as systemically significant institutions, can hold. "If you take our large financial services clients, what's most worrying to them is that they might be designated as systemically significant organisations," says one practitioner. As to what constitutes systemically significant, another partner remarks, "That's the $64,000 question in this country."
The climate of uncertainty has created problems in itself. "There's a lot of anxiety," says one partner. "Some banks have been trying to restructure their operations for legislation which might not go ahead." According to a July 2011 report by Davis Polk & Wardwell, 80% of the 160 regulations that were supposed to be completed at that time remained unfinished, and almost 90% of all rules were incomplete.
Many lawyers also criticise the way the bill has been written. "It's badly drafted by people who have no clue how the financial industry works," says another practitioner. "It will be impossible to implement." A lot of partners believe that the act may have unintended consequences, such as forcing medium-sized banks to merge because of the cost of compliance.
While transactions are taking a backseat to regulatory work, most firms report that activity is up. Low interest rates and increased liquidity, helped by the Federal Reserve's quantitative easing program, have made traditional mezzanine financing more difficult. However, the 2014 'debt cliff' has not caused as many problems as expected. Lawyers have been busy with amend and extends, and a lot of the debt has been refinanced to 2015 and beyond. Nevertheless, some lawyers are concerned that if interest rates rise or the lending markets contract because of inflation, this could cause problems down the line.
With investors grabbing at speculative opportunities in desperation, banking lawyers have seen a re-emergence in acquisitions and hostile transactions. Many high-risk, high-yield products, which investors shied away from after the economic crisis, are coming back. Arrangements which many attorneys thought they would never see again, such as covenant-lite and PIK toggle deals, sometimes derisively referred to as PIYC ("pay if you can"), are now enjoying a revival. "It's such a fickle market now that a cool breeze comes and everyone grabs a jacket," remarks one partner. "The memory and the cycles seem to keep getting shorter."
Bingham McCutchen
The banking practice of Bingham McCutchen benefits from the expertise of its prominent bankruptcy team, according to competitors. The group has weathered the loss of some prominent partners in recent years....
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The banking practice of Bingham McCutchen benefits from the expertise of its prominent bankruptcy team, according to competitors. The group has weathered the loss of some prominent partners in recent years. In June 2009, it lost five partners to Morgan Lewis & Bockius. The departures, including Robert Barry, Jonathan Bernstein, Sula Fiszman, Matthew Furlong and Sandra Vrejan are described as "first-rate corporate banking people" by one peer. However, competitors say the firm has "made some strides" in recent years. "If you were talking about a firm you could expect to see in bank transactions, they would be there," says one rival.
The firm's lawyers have been members of the Uniform Commercial Code drafting committees and delegates to the UN Convention on Assignment of Receivables in International Trade, and are part of an international group working on a secured transactions guide for members of the United Nations.
In a deal which closed in December 2010, the firm advised Sallie Mae and its subsidiary Bull Run 1 on a $1.1 billion senior secured credit facility. The loan was led and agented by Citibank to fund Bull Run 1's acquisition of a substantial portion of the assets of The Student Loan Corporation.
The firm also represented HSBC Bank USA as US administrative agent and US lender in a C$250 million ($240 million) senior secured credit facility for oil drilling company Trican Well Services. The facility involved two revolver tranches, for Canada and the US, with different lender groups, and allowed the company to shift commitments from one tranche to the other without lender consent. The novel arrangement raised challenges including intercreditor/control issues. The deal closed in May 2010.
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Leading lawyers
Anthony Callobre
Frederick Eisenbiegler
Mark Spitzer
Cadwalader Wickersham & Taft
Cadwalader Wickersham & Taft has recently boosted its banking and regulatory practices with the addition of several new partners. In January 2011, partners Paul Pantano and Anthony Mansfield joined Cadwalader from McDermott Will & Emery....
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Cadwalader Wickersham & Taft has recently boosted its banking and regulatory practices with the addition of several new partners. In January 2011, partners Paul Pantano and Anthony Mansfield joined Cadwalader from McDermott Will & Emery. Partner Drew Chapman arrived from DLA Piper in May 2010. Jeffrey Robins, a former special counsel, was promoted to partner in December 2010.
The firm recently advised BNP Paribas, as administrative agent and collateral agent, in a transaction worth up to $1.025 billion. The deal included a syndicated secured working capital credit facility worth up to $825 million and a syndicated secured acquisition facility worth up to $200 million. The transaction, which funded the operations and ongoing expansion of an energy company, closed in May 2010.
On the regulatory side, partners Steven Lofchie, Jeffrey Robins and Glen Barrentine led a team advising JP Morgan Chase in establishing swap dealer compliance procedures related to Dodd-Frank in 2010.
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Leading lawyers
Steven Cohen
Cahill Gordon & Reindel
Cahill Gordon and Reindel's lending team has strong ties to what peers describe as its "powerhouse" high-yield practice. The firm has created a niche for itself in acquisition transactions featuring debt financing, resulting in what one rival characterises as "a force to be reckoned with"....
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Cahill Gordon and Reindel's lending team has strong ties to what peers describe as its "powerhouse" high-yield practice. The firm has created a niche for itself in acquisition transactions featuring debt financing, resulting in what one rival characterises as "a force to be reckoned with". Another peer notes, "They are riding the waves of increased activity on the leverage side."
Leveraged finance partners Rich Farley and Michael Michetti left the firm to go to Paul Hastings, in June and July 2011 respectively. However, the firm remains strong with connections to big names such as JPMorgan, Citibank, Morgan Stanley and Bank of America Merrill Lynch. "In leveraged financing, they represent a whole host of financial institutions," says one competitor.
In March 2011, Cahill represented debt financing parties in the $5.3 billion buyout of Del Monte Foods. The firm acted for arrangers including JPMorgan and Merrill Lynch and JPMorgan Chase as administrative agent on $2.7 billion of secured credit facilities to partially finance the acquisition, which was made by a group of private equity firms led by KKR. In connection with the financing, Cahill also represented the initial purchasers in a $1.3 billion offering of senior notes by Blue Merger Sub.
The firm also advised JPMorgan Chase and the New York branch of Deutsche Bank as co-administrative agents on a $4.5 billion revolving credit facility for Kraft Foods. The loan replaces a similar three-year arrangement and will be used for general corporate purposes, including the company's commercial paper program.
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Leading lawyers
James J Clark
Jonathan Schaffzin
Susanna M Suh
Corey Wright
Daniel Zubkoff
Cleary Gottlieb Steen & Hamilton
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....
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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.
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Leading lawyers
Derek Bush
Tim Byrne
Paul Glotzer
Seth Grosshandler
Richard Lincer
Bob Tortoriello
Cravath Swaine & Moore
With what one rival describes as "a long, balanced history and a strong client base," Cravath Swaine & Moore has a world-class banking practice. The firm has strong relationships with major financial institutions such as Credit Suisse, Goldman Sachs and JPMorgan Chase and has worked on some of the largest and most complex acquisition financings....
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With what one rival describes as "a long, balanced history and a strong client base," Cravath Swaine & Moore has a world-class banking practice. The firm has strong relationships with major financial institutions such as Credit Suisse, Goldman Sachs and JPMorgan Chase and has worked on some of the largest and most complex acquisition financings. It is also a new addition to the regulatory rankings this year, following favourable feedback from peers.
The firm received accolades from both clients and competitors. "They have a good depth of knowledge and breadth of experience and they are very solution-oriented," says one customer. "They are a little more expensive than other firms, but it's a function of the talent they have." A rival remarks, "I always like it when they are on the other side. They are reasonable and the quality of their work is good."
One client describes partners James Cooper and Tatiana Lapushchik and corporate senior attorney Patrick Moriarty as "extremely knowledgeable, extremely effective, extremely accessible", and says: "My experiences have been very good with them."
Cravath advised JPMorgan, as arranger and administrative agent, on an $816 million revolving credit facility, accessible to 16 teams in the National Basketball Association (NBA). The facility is secured by the NBA's national media revenues and other assets, and allows the teams to obtain favourable financing linked to commercial paper rates. The firm also represented JPMorgan as agent in the simultaneous issuance of $575million of privately placed high-yield notes for participating NBA teams. The one-of-a-kind transaction closed in June 2010.
The firm also represented Goldman Sachs Lending Partners, Morgan Stanley Senior Funding, Citigroup Global Markets and Merrill Lynch in Chrysler Group's refinancing of its 2009 loans from the US Treasury and Export Development Canada. The complex transaction, which closed in May 2011, made national headlines. It involved a $3 billion senior first lien term loan facility, a $1.3 billion senior first lien revolving credit facility and a $3.2 billion senior second lien debt securities offering.
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Leading lawyers
James Cooper
Michael Goldman
B Robbins Kiessling
Tatiana Lapushchik
Patrick Moriarty
C Allen Parker
Davis Polk & Wardwell
Davis Polk & Wardwell moves into the top tier in this year's regulatory rankings, following strong market feedback about the firm's shrewd business strategies over the past few years. During the downturn, partners anticipated legislative reform and began an aggressive recruitment campaign....
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Davis Polk & Wardwell moves into the top tier in this year's regulatory rankings, following strong market feedback about the firm's shrewd business strategies over the past few years. During the downturn, partners anticipated legislative reform and began an aggressive recruitment campaign. Since 2007, Davis Polk has more than doubled its number of regulatory lawyers. Its team includes former regulators, in-house counsels to major banking institutions, and Supreme Court clerks. One rival remarks, "I view them as a worthy competitor."
In the wake of the financial crisis, the firm has become a market leader on legislative reforms. It has introduced innovations such as the Dodd-Frank Tracker, a subscription service which provides clients with online tools and email updates on the latest regulatory developments. The tracker, which has since been emulated by many rivals, was the brainchild of an associate who created a prototype for partners one weekend. "Davis has made Dodd Frank into a business almost of its own," notes one competitor.
One client describes the tracker as a useful supplement to the insights the firm has on changes from Washington DC. "I think their innovativeness is directly tied to their knowledge base," he says. "I think the Dodd-Frank tracker is a good example of it. They make an effort to keep you in touch with changes that could affect you." Partner Margaret Tahyar, who moved back from the firm's Paris office to its practice in New York in 2009, was singled out for praise by peers. "She's really taken up their regulatory reform," says one attorney. "I have been very impressed by her."
On the transactional side, another customer characterises Jim Florack as "a highly creative and responsive bank finance attorney", and notes that the firm's professionals "deliver services well, so that my business clients are happy." A third client singles out partner Karin Day for praise. "I would say one of our companies would be bankrupt without her assistance, and we have probably around three times our money as a result of her," he remarks.
Davis Polk was selected to draft technical language for Dodd-Frank and make recommendations on how the bank resolution statute could be adapted for all systemically important financial institutions. The firm's lawyers also played a leading role in the US government's unprecedented financings of AIG and Citigroup and its takeover of Freddie Mac.
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Leading lawyers
John Douglas
Jim Florack
Luigi De Ghenghi
Randall Guynn
Arthur Long
Brad Smith
Margaret Tahyar
Debevoise & Plimpton
Debevoise & Plimpton moves up a tier in the financial services regulatory category, based on feedback about the firm's flourishing practice. "Debevoise has been adding people, so they are definitely deserving of some movement," says one rival....
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Debevoise & Plimpton moves up a tier in the financial services regulatory category, based on feedback about the firm's flourishing practice. "Debevoise has been adding people, so they are definitely deserving of some movement," says one rival.
In December 2010, Eric Dinallo, the former New York State superintendent of insurance, joined the firm as a partner. In May 2010, corporate lawyer Jeffrey Ross was promoted to partner. Competitors are particularly impressed by partner Paul Lee, who co-chairs the firm's banking group and is a member of its financial institutions group. "He's a tremendous bank regulatory lawyer," says one rival, while another remarks, "He's certainly well-respected, well-regarded and well-known".
In November 2010, the firm advised Reynolds Group Holdings on financing arrangements relating to its $6 billion buyout of Pactiv. These included the issuance of $1.5 billion of senior secured notes, $1.5 billion of senior notes and borrowings of incremental loans in excess of $2 billion.
Debevoise also represented American International Group and AIA Group in AIA's spin-off from AIG and $20.51 billion initial public offering and listing in Hong Kong. The transaction was the largest IPO in Hong Kong's history and the world's largest IPO in the insurance sector, and will create the largest pan-Asian insurance company following the public offering of AIA's shares in Hong Kong. The deal closed in November 2010.
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Leading lawyers
Paul Lee
Nicholas Potter
John Vasily
Dechert
Dechert is a new entry to the financial services regulatory ranking this year, following the firm's acquisition of a respected team from Fried Frank Harris Shriver & Jacobson. The group, which joined Dechert in June 2010, includes partners David Ansell, Robert Ledig and Thomas Vartanian, the former chair of Fried Frank's financial institutions and electronic commerce transactions groups....
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Dechert is a new entry to the financial services regulatory ranking this year, following the firm's acquisition of a respected team from Fried Frank Harris Shriver & Jacobson. The group, which joined Dechert in June 2010, includes partners David Ansell, Robert Ledig and Thomas Vartanian, the former chair of Fried Frank's financial institutions and electronic commerce transactions groups. "They have clearly beefed up, and they have a strong international practice," says one competitor.
In April 2011, the firm represented Citadel in the company's exchange of its debt and equity instrument in E*Trade, and subsequent reduction of its position below 10%. The $3.1 billion deal was one of the largest recaps of a financial company by a single investor, and presented novel challenges.
The firm also advised Sterling Bank in Washington State on its $750 million recapitalisation by private equity investors, which closed in August 2010. The transaction represented the largest bank recapitalisation done in 2010 and posed complex issues involving eliminating of Treasury TARP interests, private equity passivity and the qualification of Korean investors.
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Leading lawyers
Thomas Vartanian
Kirkland & Ellis
Kirkland & Ellis is a new entry to the bank lending ranking this year, following favourable feedback from peers. The firm's banking group benefits from the expertise of its top-notch private equity practice, representing private equity investors in both control and non-control investments in financial institutions, and advising some of the largest banks in the United States on capital-qualified debt and equity products....
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Kirkland & Ellis is a new entry to the bank lending ranking this year, following favourable feedback from peers. The firm's banking group benefits from the expertise of its top-notch private equity practice, representing private equity investors in both control and non-control investments in financial institutions, and advising some of the largest banks in the United States on capital-qualified debt and equity products. "They have a very strong practice because of their private equity clients," says one rival.
On the regulatory side, the firm recently lost Zach Brez, who joined Ropes & Gray as a partner in October 2010. In November 2010, partner Gregory Bauer joined the firm's banking practice from Jones Day.
Kirkland & Ellis is involved in the ongoing representation of Ally Bank in its secured credit facility. A recent transaction created a $7 billion revolving credit warehouse facility through three issuers, each issuing notes secured by financial assets of a particular motor vehicle asset class. The facility included an interest rate hedging capacity. The unusually-structured transaction is one of the largest currently outstanding motor vehicle related securitisations sponsored by a bank that does not need to rely on either the FDIC Safe Harbor to protect investors from the sponsoring bank's insolvency risks.
In one of the few non-assisted acquisitions announced in the banking industry during 2010, the firm also represented BankFinancial in its purchase of Downers Grove National Bank.
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Latham & Watkins
Latham & Watkins drops down to tier two in the bank lending rankings this year. Competitors say the firm is reeling from the departure of a team of lawyers led by Marc Hanrahan, who one peer describes as "their marquee name"....
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Latham & Watkins drops down to tier two in the bank lending rankings this year. Competitors say the firm is reeling from the departure of a team of lawyers led by Marc Hanrahan, who one peer describes as "their marquee name". The group, which left for Milbank Tweed Hadley & McCloy in August 2010, includes Ronan Wicks, Marcus Dougherty, Patrick Flanagan and Lauren Hanrahan. "That was quite a good team and that was typically the team that we saw representing the banks," says one rival.
The migration is an unusual loss for the firm, which is more often on the receiving end of lateral moves. However, peers say that the firm still provides "high quality representation", with one rival describing its lawyers as "experts in both the lender side and borrower side".
Partner Glenn Collyer recently worked on the creation of a new revolving credit facility for casino operator Pinnacle Entertainment.
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Leading lawyers
John Jameson
John Mendez
Mayer Brown
Mayer Brown's prominent financial services regulatory group includes several former regulatory officials. In January 2011, the firm lost partner Michael Butowsky to Jones Day....
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Mayer Brown's prominent financial services regulatory group includes several former regulatory officials. In January 2011, the firm lost partner Michael Butowsky to Jones Day. The firm also recently lost Charles Horn to Morrison & Foerster. However, peers still feel that the firm remains a strong contender in banking and regulatory matters.
"I think Mayer Brown has a very good lender side practice," says one competitor. "They represent lenders in all kinds of different deals, a lot of different instances, and probably handle middle market as well as they do the big deals." Rivals are particularly impressed by the work of Robert Baptista, who is described by one as "a tier one finance lawyer".
The firm recently advised Wells Fargo on its global representative office consolidation. The representation included coordinating and processing regulatory applications and notices in over 25 jurisdictions necessitated by the Wells Fargo's merger with Wachovia Bank in March 2010.
Other notable work includes representing UBS in two suits filed in the US under the Anti-Terrorism Act. The suits sought to hold UBS liable for deaths and injuries that plaintiffs suffered in Israel during incidents of terrorism. One of the suits is based on allegations that UBS provided financial services to charities that the plaintiffs claim supported Hamas. The other suit is based on claims that UBS exchanged physical dollars for electronic funds with Iranian counterparties, allegedly enhancing the Iranian government's ability to fund Hamas and Hezbollah terrorism. The first case is in discovery, and the second was dismissed by the trial court. The plaintiffs appealed, and the Second Circuit remanded so that the trial court can consider any possible impact that a recent Supreme Court decision may have on the trial court's dismissal decision.
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Leading lawyers
Robert Baptista
Jeffrey Dunetz
Milbank Tweed Hadley & McCloy
Milbank Tweed Hadley & McCloy moves up a notch in bank lending this year following the August 2010 recruitment of a prominent team from rival firm Latham & Watkins. The group is led by Marc Hanrahan, the former co-head of Latham's banking practice group, who peers identify as "a leading name"....
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Milbank Tweed Hadley & McCloy moves up a notch in bank lending this year following the August 2010 recruitment of a prominent team from rival firm Latham & Watkins. The group is led by Marc Hanrahan, the former co-head of Latham's banking practice group, who peers identify as "a leading name". The group also includes Ronan Wicks, Marcus Dougherty, Patrick Flanagan and Lauren Hanrahan.
One peer remarks, "I would expect in time that the investment will pay dividends". A second competitor notes that as a result of the acquisition, "They are clearly stronger and they clearly have a better name". Others are more cautious in their assessment. "It takes a while to get transactions and see if the clients are willing to work with another firm," says a third partner. "On the lending side, they have done deal volume."
The firm also has a solid regulatory practice, with five partners serving major players such as Citigroup, Deutsche Bank, Fidelity, Prudential Assurance, Goldman Sachs and JPMorgan Chase. The firm regularly advises and consults with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of Currency, the Federal Deposit Insurance Corporation, and other federal and state regulators.
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Leading lawyers
Jonathan Green
Marc Hanrahan
Blair Tyson
Morrison & Foerster
Morrison & Foerster has a large and active banking and finance practice, which maintains ties with Congressional staff. The firm recently created a Dodd-Frank tracking website, named FrankNDodd, to keep its clients up-to-date with the latest regulatory developments....
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Morrison & Foerster has a large and active banking and finance practice, which maintains ties with Congressional staff. The firm recently created a Dodd-Frank tracking website, named FrankNDodd, to keep its clients up-to-date with the latest regulatory developments. It represents industry leaders including Bank of Communications, Mitsubishi, AmericanWest Bancorporation, Center Financial Corporation and Carpenter Community BancFund.
Morrison & Foerster recently expanded its regulatory team in Washington DC with the addition of several lawyers, including two partners. In January 2011, Charles Horn joined the firm as a partner. Horn was previously at Mayer Brown and also served as a senior legal official to the Office of the Comptroller of the Currency and the Securities and Exchange Commission. The firm also added partner Dwight Smith, formerly of Alston & Bird, in February 2011.
As part of its ongoing role as US regulatory counsel to China-based client Bank of Communications, the firm recently assisted the bank with regulatory matters relating to its establishment of a San Francisco branch. The Federal Reserve Board approved the bank's application in April 2011.
Other notable work includes advising Mitsubishi UFJ Financial Group and Mitsubishi UFJ Securities in the $5 billion dollar merger of their Japanese securities businesses with those of Morgan Stanley Japan. The transaction, which involved the formation of two joint venture entities, grew from Mitsubishi UFJ Financial Group 's $9 billion equity investment in Morgan Stanley during the financial crisis. It closed after over six months of complex negotiations in a challenging business and regulatory environment in Japan and the US. The definitive agreement was signed and integrated operations commenced in May 2010.
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Leading lawyers
Henry Fields
L Richard Fischer
Oliver Ireland
Barbara Mendelson
Andrew Smith
William Veatch
Joan Warrington
O'Melveny & Myers
O'Melveny & Myers has increased its presence in bank lending, according to competitors. "O'Melveny has some very strong people," says one rival....
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O'Melveny & Myers has increased its presence in bank lending, according to competitors. "O'Melveny has some very strong people," says one rival.
In a deal which closed in February 2011, the firm represented long-time client International Lease Finance, the aircraft leasing unit of AIG, in a $2 billion revolving credit facility. A syndicate of 11 banks took part in the three-year unsecured loan, which was made for general corporate purposes.
The firm also advised Bank of America, as agent, in a $400 million deal which closed in January 2011. The transaction involved a $300 million Term B credit facility with a $100 million accordion component to Remy International. Remy will use the credit to repay existing debt.
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Paul Weiss Rifkind Wharton & Garrison
Competitors describe Paul Weiss Rifkind Wharton & Garrison as "somebody to watch", and say the firm has particular strength on the borrower side. "They have principally been known for their excellent litigation practice," says one rival....
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Competitors describe Paul Weiss Rifkind Wharton & Garrison as "somebody to watch", and say the firm has particular strength on the borrower side. "They have principally been known for their excellent litigation practice," says one rival. "They had a very successful year last year and I think they are smart enough to know that now is the time to build practices in the corporate areas."
In deal which closed in November 2010, the firm advised Time Warner Cable in the closing of a $4 billion three-year revolving credit facility. Bank of America and a group of lenders acted as agent for the facility, which replaced Time Warner Cable's previous revolving credit facility. The loan is guaranteed by the company's subsidiaries, Time Warner Entertainment Company and Time Warner New York Cable Holding.
The firm also represented Russell Hobbs during its merger with Spectrum Brands, which formed a new global consumer products company expected to create $3 billion in annual revenues. The firm's work included structuring and negotiating the financing for the deal, which closed in June 2010. Spectrum Brands Holdings closed on its refinancing of Spectrum Brands' existing senior debt and Russell Hobbs' existing senior debt in connection with the transaction.
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Ropes & Gray
Peers recognise the banking practice of Ropes & Gray as being amongst the most experienced in the country. The firm's growing regulatory group benefits from its top-notch investment funds practice and includes former SEC attorneys and federal prosecutors who have relationships with federal and state regulators....
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Peers recognise the banking practice of Ropes & Gray as being amongst the most experienced in the country. The firm's growing regulatory group benefits from its top-notch investment funds practice and includes former SEC attorneys and federal prosecutors who have relationships with federal and state regulators. "Ropes is very sophisticated," says one rival of the firm's bank lending practice. "They do a very good job for one of their big clients, who is a tough sponsor." Peers also acknowledge the firm's "high quality" regulatory work and attention to detail. "They have sort of a boutique presence," says another competitor.
In particular, peers identify Tom Draper, co-chair of the firm's finance practice, as "one of the top people" in the industry. "Tom Draper has been around for a long time," says one competitor. "Good guy, good lawyer." In October 2010, regulatory lawyer Zach Brez, formerly of Kirkland & Ellis, joined Ropes & Gray as a partner.
In March 2010, the firm achieved a significant victory for client Harris Associates, which manages the Oakmark family of mutual funds, when the US Supreme Court determined how 'excessive fee' claims against mutual fund advisers will be litigated under the Investment Company Act of 1940. The court reaffirmed existing standards, endorsed the practice of independent fund directors setting fees, and rebuffed attempts by plaintiffs' lawyers to encourage increased judicial scrutiny of fees.
Ropes & Gray is also involved in the ongoing representation of TPG Capital, in connection with shareholder litigation challenging its proposed $3 billion acquisition of J Crew Group. After the proposed transaction was announced in November 2010, at least 15 lawsuits were filed against J Crew, its board of directions, TPG and co-acquirer Leonard Green & Partners. The suits all allege that the J Crew board breached its fiduciary duties to shareholders by agreeing to the proposed transaction at an allegedly inadequate price, using an allegedly inadequate sales process.
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Leading lawyers
Byung Choi
Tom Draper
Jay Kim
Steven Rutkovsky
Sunil Savkar
Shearman & Sterling
Shearman & Sterling has a long history as a prominent player in bank lending. The firm advises on some of the most complex international and domestic transactions, and has a solid regulatory practice....
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Shearman & Sterling has a long history as a prominent player in bank lending. The firm advises on some of the most complex international and domestic transactions, and has a solid regulatory practice. Peers note that the firm has particular strength representing subordinated lenders in sophisticated deals. "If it's a supersized deal, I would go to Sherman & Sterling," says one competitor, while another notes, "Shearman has been up-and-coming."
Competitors acknowledge partner Bradley Sabel, formerly of the Federal Reserve, as one of the firm's leading regulatory lawyers. One rival says, "He has been there a long time and he's really a super lawyer."
Clients were also impressed with the firm's work: "They are able to give a very comprehensive answer," says one client of the firm's banking practice. "Their lawyers are exceptionally good at the large transactions."
Recent highlights of the firm's work include its representation of parties in the $3 billion acquisition financing of clothing chain store J Crew, which was widely covered in the national media. Shearman & Sterling represented Bank of America as administrative agent, and joint lead arrangers and bookrunners Merrill Lynch and Goldman Sachs, in a $1.2 billion term loan and a $250 million asset-based revolving credit facility. The deal closed in March 2011.
The firm also advised the joint bookrunners and lead arrangers in a $2 billion five-year term loan and a $1.25 billion three-year revolving credit facility for Petróleos Mexicanos (Pemex). Pemex received commitments from 17 banks, not including the leads. Partner Denise Grant led the deal, which closed in 2010.
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Leading lawyers
Denise Grant
Maura O'Sullivan
Bradley Sabel
Russell Sacks
Sidley Austin
Sidley Austin offers wide-ranging services in banking and financial services regulatory, with particular expertise in cross-border regulatory issues. The firm recently lost several prominent partners....
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Sidley Austin offers wide-ranging services in banking and financial services regulatory, with particular expertise in cross-border regulatory issues. The firm recently lost several prominent partners. In August 2010, Karl Kaufmann left to become associate general counsel for Bank of America. His departure was followed by that of Mike McEneney, who left in March 2011 to join Mastercard, and partner Christopher Hilbert, who left the firm and joined Jones Day in June 2010. Peers describe partner William Eckland, who leads the firm's regulatory practice in Washington DC, as "a very good regulatory lawyer", and partner Chicago-based partner James Clark as "excellent".
For many years, the firm was general counsel to the Commercial Finance Association, an international trade association for lending institutions involved in commercial secured lending and factoring. Attorneys in the firm's banking group are members of the American College of Commercial Finance Lawyers, the American College of Bankruptcy and the National Bankruptcy Conference.
In a deal which closed in June 2010, the firm advised National Australia Bank on the acquisition of TierOne Bank in an FDIC-assisted transaction. Around $3 billion of assets were acquired during the transaction.
Sidley Austin also advised Tyson Foods, as borrower, in a $1 billion credit facility. The deal closed in February 2011.
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Leading lawyers
Zulfiqar Bokhari
James Clark
William Eckland
Robert Lewis
Simpson Thacher & Bartlett
Simpson Thacher & Bartlett is at the forefront of cutting-edge transactional work and has an internationally recognised regulatory practice. In addition to the firm's strong ties with financial institutions such as JPMorgan, it receives banking work from its relationships with private equity giants....
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Simpson Thacher & Bartlett is at the forefront of cutting-edge transactional work and has an internationally recognised regulatory practice. In addition to the firm's strong ties with financial institutions such as JPMorgan, it receives banking work from its relationships with private equity giants. "They have a wonderful stable of clients," says one competitor. "The people who represent JPMorgan are top-notch."
The firm recently boosted both its banking and regulatory practices with the addition of several new partners. In January 2011, banking lawyer Melissa Hutson and M&A/financial institutions specialist Elizabeth Cooper were promoted to partners. In March 2011, the firm recruited partner Christopher Brown, who focuses on leveraged finance, and in April that year it acquired financial services regulatory partner Stacie McGinn.
Another peer singles out partner Frank Huck, whom he describes as the firm's "senior statesman", for praise. "He's probably the best practitioner I have ever worked with in my entire life," he says. "There's always a solution for everything. He's a very nice, friendly, fun-to-work-with, smart, articulate person." Partner Bill Sheehan is respected by a third competitor as "a straight shooter."
Simpson Thacher is currently representing JPMorgan, which is helping to finance AT&T's controversial $39 billion purchase of T-Mobile USA from Deutsche Telekom. JPMorgan is providing the telecommunications giant with a $20 billion one-year bridge term facility to help fund the acquisition, which has received widespread media attention. The deal was announced in March 2011 and the Simpson team is being led by partners Bill Sheehan and Frank Huck.
The firm is also representing AIG in its $4.8 billion sale of its Japan-based life insurance subsidiaries AIG Star and AIG Edison to Prudential Financial. Prudential will pay $4.2 billion in cash and take on $0.6 billion in the assumption of debt. The sale will help finance AIG's repayment of taxpayers as it works towards a complete exit of government support.
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Leading lawyers
Maripat Alpuche
James Cross
Frank Huck
Justin Lungstrum
Lee Meyerson
Alden Millard
Gary Rice
Patrick Ryan
Bill Sheehan
Skadden Arps Slate Meagher & Flom
Skadden Arps Slate Meagher & Flom moves up to tier two in both the bank lending and regulatory rankings this year, following recommendations across the board. "They do have the work and the reputation to be ranked in the top two tiers," says one rival....
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Skadden Arps Slate Meagher & Flom moves up to tier two in both the bank lending and regulatory rankings this year, following recommendations across the board. "They do have the work and the reputation to be ranked in the top two tiers," says one rival. The firm's regulatory practice is led by senior statesman William Sweet, a former attorney at the Federal Reserve Board. One competitor describes Sweet as "someone I think very highly of", while another remarks, "any list that does not have Bill Sweet is seriously defective." A client says Sweet is "very experienced, very knowledgeable, and has helpful contacts with the bank regulators in the US."
The firm's banking practice has lawyers on four continents and represents both borrowers and lenders in some of the largest and most complicated financing transactions worldwide. One rival says, "They are commercially reasonable and that's very important in a worldwide business." Banking partners James Douglas and Peter Neckles retired from the firm in September 2010 and March 2011 respectively. One client reports good experiences with the "consistency and quality of work" he receives from banking partners Stephanie Teicher and Richard Aftanas. "They work very hard and have excellent experience [and] qualifications," he says.
Skadden also has experience working with every major federal and state regulator of financial services. One competitor says, "They are typically our first choice for an organisation that we would want to see handling a transaction when we would need a partnering."
Notable work includes the firm's recent representation of Ford Financial Fund, in one of the first private recapitalisations of a troubled banking institution which did not go through FDIC receivership. The $500 million transaction closed in August 2010.
In another highlight, Skadden represented Deutsche Bank Securities and Merrill Lynch as joint lead arrangers of financing totalling $2 billion for subsidiaries of glass container manufacturer Owens-Illinois Group. The transaction consisted of $1.1 billion of term loans and a $900 million revolving credit facility, which were used to refinance existing debt. The deal closed in May 2011.
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Leading lawyers
Harold Moore
Paul Oosterhuis
William Sweet
Stephanie Teicher
Sarah Ward
Mark Young
Sullivan & Cromwell
Sullivan & Cromwell is universally acknowledged by clients and competitors as a dominant force in regulatory work and a strong contender in bank lending. Rivals admit the firm is "magnificent on the regulatory side" and that "there's no arguing with the S&C brand"....
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Sullivan & Cromwell is universally acknowledged by clients and competitors as a dominant force in regulatory work and a strong contender in bank lending. Rivals admit the firm is "magnificent on the regulatory side" and that "there's no arguing with the S&C brand". One client notes, "They are at the top of their game." The firm's regulatory team is led by "dean of the bar" H Rodgin Cohen, who was immortalised in the 2011 movie Too Big to Fail. "He's an outstanding lawyer and a real gentleman," says one peer.
"Sullivan & Cromwell is widely perceived as being number one, and I think rightly so," says another competitor. "They have a very vibrant bank finance business because of their ties to Goldman Sachs, and they are very vibrant in bank regulatory." Competitors identify C Andrew Gerlach as an up-and-coming star. "He's very pleasant to work with and is an intelligent lawyer," says one peer. "He works frequently with Rodgin, and I think as the years go by you're going to hear a lot more about him."
The firm's experience with the Troubled Assets Relief Program (TARP) dates back to the program's introduction in 2008. In recent months, it has represented clients on their repurchase of stock from the US Treasury Department as part of their TARP repayment plan. While the firm's expertise does not come cheap, they are "very cost-conscious" according to one client. "We use them when we need to have the very best," he says.
On the transactional side, Sullivan & Cromwell advised telecommunications giant AT&T on financing for the proposed $39 billion acquisition of T-Mobile USA. Lenders including JPMorgan Chase, which also acted as administrative agent, and 11 other banks, agreed to provide unsecured bridge financing of up to $20 billion under a term loan facility. The controversial deal made national headlines and closed in March 2011.
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Leading lawyers
H Rodgin Cohen
Mitchell Eitel
Michael Escue
C Andrew Gerlach
Mark Menting
Mark Welshimer
Michael Wiseman
Weil Gotshal & Manges
With a reputation as one of world's top leveraged acquisition finance practices, Weil, Gotshal & Manges is highly sought-after by clients on both the lender and borrower sides. The firm's banking work benefits from its powerhouse restructuring practice....
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With a reputation as one of world's top leveraged acquisition finance practices, Weil, Gotshal & Manges is highly sought-after by clients on both the lender and borrower sides. The firm's banking work benefits from its powerhouse restructuring practice. "Weil – that's a firm we see representing financial sponsors a fair amount and certainly they have a very strong practice," says one competitor. The firm represents industry leaders such as Citibank, Goldman Sachs, JPMorgan, Macquarie Securities, General Growth Properties, Credit Suisse, Providence Equity and Thomas H Lee Partners.
Weil Gotshal also breaks into the regulatory rankings this year, following recommendations from peers and clients. The firm has over 30 years of experience in the financial services industry and acted as lead counsel to failed financial institutions including Lehman Brothers and Washington Mutual following the financial crisis.
The firm recently expanded its regulatory practice with several new hires. In April 2010, it announced the addition of former Senate banking committee special counsel Heath Tarbert, who now heads its financial regulatory reform working group in Washington, DC. In April 2011, it increased its regulatory capacity in New York with the recruitment of Derrick Cephas, the new head of the firm's financial institutions regulatory group. Cephas came from New York-based Amalgamated Bank, where he was president and chief executive officer, and is a former partner of Cadwalader Wickersham & Taft. Banking partner Elizabeth Evans left the firm in May 2010 to join Jones Day's New York office.
One client, who regularly works with banking partner Doug Urquhart and restructuring partner Lori Fife, says, "Lori and Doug see the whole picture: legal, economic, interpersonal. They are great to work with."
The firm has represented AIG on a number of matters, including advising the company in on selling an 80% stake in consumer credit provider American General Finance as part of its strategy to repay TARP funding provided by the US Government. It also advised digital television provider DIRECTV Holdings in its $2 billion investment-grade, syndicated revolving credit facility.
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Leading lawyers
Michael Aiello
Morgan Bale
Warren Buhle
Derrick Cephas
Daniel Dokos
Angela Fontana
Heath Tarbert
Douglas Urquhart
Walter Zalenski