Solicitors governing body: State bar associations
Competition authority: Federal Trade Commission
Financial regulators: Securities and Exchange Commission, Commodity Futures Trading Commission, Federal Reserve, Consumer Financial Protection Bureau, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, Securities Investor Protection Corporation
IFLR1000 ranking categories for this jurisdiction:
Banking, Capital markets: Debt, Capital markets: Derivatives, Capital markets: Equity, Capital markets: High-yield, Capital markets: Structured finance and securitisation, Financial services regulatory, Hedge Funds, Private equity funds, Registered funds, M&A, Private equity, Project development, Project finance, Restructuring and insolvency
The United States has a corporate legal industry of incomparable vastness and complexity. It includes everything from single-lawyer boutiques to global firms with thousands of lawyers. Law firms that began operating in the 1790s compete with new entrants and with the local offices of 'magic circle' and European firms eager to expand their US beachhead. Large law firms in the US may include both transactional and dispute (including contentious regulatory and trial litigation) practices. There is wide variety among firms with respect to structure. Many firms have associates, counsel, and partners, but not all partnerships follow the equity (shareholder) model, nor do all firms agree on the desirability of an “up-or-out” policy for associates.
With 203 law schools accredited by the American Bar Association, the US is blessed with an enormous pool of legal talent. It is common, to a greater extent than in countries like neighboring Canada, to meet lawyers devoted to a highly specialised sub-area within a field of corporate law, such as the high-yield debt capital markets, the real estate investment trust (or REIT) area of the funds and securities worlds, the shipping finance side of bank lending, or the renewable energy sector within project finance. There is corresponding variety in law firms. Some devote themselves entirely to hedge funds, some specialise in creditor-and/or debtor-side restructuring, some focus on financial services regulations, while still others are litigation shops protecting corporations from class actions.
Corporate law firms in the US have come in for criticism for their lawyers’ fees, which often exceed $1,000 an hour, and for tactics that some view as rapacious. Symbolic of the worst tendencies of US firms in some observers’ eyes was the law firm Dewey & LeBoeuf, which collapsed in May 2012 after years of aggressively hiring partners to the point where the firm’s revenues fell short of its myriad obligations. Dewey’s dissolution flooded the legal market with experienced legal professionals in need of new platforms. The rebukes directed at Dewey, and at some firms still in operation, are reminiscent of criticisms leveled at banks and financial services corporations whose reckless behavior contributed to the financial crisis of 2008-9.
The meltdown of 2008-9 led to extensive consolidation within the banking industry, but had even greater ramifications at the regulatory level, as authorities grasped for ways to ensure economic and political stability and assuage a badly shaken public. Among the most significant developments were the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly known as the Dodd-Frank Act), which President Barack Obama signed into law on July 21 2010, and one of its core provisions, the Volcker Rule. Today, banking regulations in the US are so extensive and complex that lawyers devote significant parts of their careers to keeping abreast of regulatory changes, representing banks before regulatory bodies, and educating clients through seminars, talks, articles, bulletins, and webcasts.
Symbolic of the Dodd-Frank Act’s general thrust is its requirement that banks prepare detailed reports enumerating all of their assets around the world and setting forth exactly what will happen in the event of a wind-down. These documents are known as “Living Wills” and typically run to thousands of pages. Assisting banks with the preparation and updating of their Living Wills, which must anticipate events unfolding under separate and often conflicting legal frameworks, has virtually given rise to a new field within bank regulatory work. But it is the Volcker Rule, named after former Federal Reserve Chairman Paul Volcker, with its ban on somewhat vaguely defined “proprietary trading” by banks, that has proven the most contentious part of Dodd-Frank, and the hardest to enforce.
Founded in 1909 in Chicago, Kirkland & Ellis is a leading US and international firm with a network of 15 offices spanning three continents.
The firm has its largest concentration of offices in its native jurisdiction with branches in Boston, Chicago, Dallas, Houston, Los Angeles, New York, Palo Alto, San Francisco, and Washington DC.
Focusses / specialisms
In transactional work the firm is renowned – both domestically and abroad – for its expertise in advising financial sponsors on leveraged finance borrowing, high yield debt issues and acquisitions and exits. Financial restructuring expertise in general is another specialism. The firm practices and client base in the US are, however, more diversified than this.
The banking team represents borrowers in acquisition financing, project financing, liability management, financial restructuring, DIP lending, working capital financing, revolver loan agreements and term loan agreements.
In project finance and project development, the team has expertise in the oil and gas and energy industries, where it often advises developers.
In capital markets work the firm advises both issuers and underwriters in corporate bond offerings, high yield bond offerings, IPOs, share offerings and follow on offerings.
The M&A team represents strategic and private equity buyers and sellers in billion dollar transactions across all industries. In fact, the firm has one of the largest private equity practice areas in the country, where the team represents private equity clients in acquisitions and investments.
The restructuring and insolvency group advises debtors in financial restructurings and Chpter 11 cases.
Private equity is a core sector of activity and expertise for the firm and it has notable clients in the oil and gas and banking industries.
Geographically, at a state level, the firm’s offices in California, Illinois, New York and Texas are comparably strong and each has teams at, or close to, the top of the markets in their areas.
Key clients for the firm include AbbVie, Bain Capital Private Equity, Indigo Natural Resources, Citigroup Global Markets, Boeing, Grubhub, Goldman Sachs, Bristol-Myers Squibb Company, GlaxoSmithKline, KKR, Blackstone, Forever 21 and iHeartMedia.
Research period review: 30th edition (2019/2020)
Over the research period the firm was active across banking and finance, capital markets, M&A and private equity and restructuring.
The banking team worked on a high amount of acquisition finance transactions across numerous industries including pharmaceuticals, banking and financial services and technology. It mostly represented borrowers in these matters.
The capital markets team represented mostly issuers in corporate bond offerings, high yield bond offerings, IPOs and share offerings across a diverse number of industries.
The M&A team represented strategic and private equity buyers and sellers in billion-dollar acquisition and merger related matters. It also continued to represent private equity clients in investments.
The project finance team concentrated on renewable energy projects, especially solar energy, and natural gas projects. Similarly the project development team was active in the oil and gas industry, advising clients primarily in midstream infrastructure and development on acquisitions.
The restructuring and insolvency team worked on some of the nation’s largest restructuring and Chapter 11 cases.
The firm made a number of new hires during the research period. The capital markets team added partners Pippa Bond and Monica Shilling from Proskauer Rose. Shilling is also experienced in private equity.
The project finance team brought in partners Ginger Collier from Norton Rose, Rustin Brown from Simpson Thacher & Bartlett, Nathan Santamaria from Linklaters, Brooksany Barrowes from Baker Botts and of counsel Nicholas Gladd from the Federal Energy Regulatory Commission.
The project development team hired partner Debbie Yee from Latham & Watkins. Partners Michael Woronoff, Jonathan Benloulou and Chris Wu joined the firm from Proskauer Rose and partner David Klein joined from Paul Weiss. All four partners specialize in private equity and M&A.
Another recent new joiner for the M&A team is partner Rajab Abbassi from Willkie Farr & Gallagher. M&A partner William Sorabella left the firm and joined Gibson Dunn.
Deal highlights: 30th edition (2019/2020)
AbbVie $83 billion acquisition of Allergan
BC Partners C$5.2 billion acquisition of Rhône Group’s equity interest in Garda World Security
Bristol-Myers Squibb $74 billion acquisition of Celgene
Chewy NYSE IPO
DTE Midstream $2.65 billion acquisition of Indigo Natural Resource’s gathering system and gathering pipeline in the Haynesville shale formation
iHeartMedia Chapter 11 restructuring
Staples $3 billion double tranche 7.5% and 10.75% high yield bond offering
Toys R Us Chapter 11 bankruptcy
Client feedback: 30th edition (2019/2020)
"Very responsive and practical, with good handle on commercial issues."
"By far Kirkland's strongest qualities are its subject matter expertise and its willingness to work as hard as is required to get the job done as quickly as possible. They will work around the clock if necessary and generally will do it without being prodded to do so. They have a very strong pulse on the market and are able to provide very specific and accurate feedback when presented with questions."
"K&E is best in class. Highly commercial and also detail-oriented. They are a tremendous asset."
Restructuring and insolvency
"The firm is excellent at marketing and has some excellent attorneys."
"Very accommodating, practical and responsive."
"Very knowledgeable on subject matter."
"Best in the business."
Mayer Brown is a large international firm that entered into its current form through three cross-border mergers in the first decade of the twenty-first century. Firstly, in 2002, US firm Mayer Brown & Platt (established in Illinois in 1881) merged with UK firm Rowe & Maw (formed in 1895 in London), then the combined entity merged with Johnson Stokes & Master (opened in 1863 in Hong Kong) in 2007.
Today the firm’s network covers 27 offices spanning three continents. In the US, where the firm has a several of its largest branches, it has a presence in six states and teams based in Charlotte, Chicago, Houston, Los Angeles, New York, Palo Alto, San Francisco, and Washington DC.
Focusses / specialisms
Broadly for work across the US the firm is known for its outstanding work in structured financing and securitisation and in power sector project development but it is active and strong in other areas of financial and corporate transactional work.
In the capital markets area, in addition to the firm’s high quality work in structured finance and securitization and derivatives areas, it also has expertise in investment grade and high yield debt and equity issues. It represents both issuers and underwriters in corporate, green and high yield bonds, CFTC advice, structured bond issuances, index launches, follow on offerings, IPOs, share offerings and ATM offerings.
In M&A the team has experience with reverse mergers, joint ventures, asset sales, as well as public and private acquisitions. It advises private equity and strategic buyers and sellers.
In project the projects space the firm represents developers, project sponsors, borrowers and lenders in project financing and development, and does outstanding work in the energy industry.
The restructuring and insolvency team represents administrative agents, debtors, creditors and trustees in Chapter 11, Chapter 7 bankruptcy cases, financial restructurings and insolvencies.
Key clients for the firm include HSBC, Bank of Nova Scotia, International Swaps and Derivatives Association, CIBC, BMO Capital Markets, Bank of America Merrill Lynch, Nestlé, Prologis, John Hancock Life Insurance, Berkshire Hathaway, Barclays Bank and Deutsche Bank.
Research period review: 30th edition (2019/2020)
During the research period was most active in the areas of capital markets, M&A, projects and restructuring and insolvency.
The debt capital markets team increased their representation in Canada. Many of their transactions had a Canadian aspect to them and because of this, worked on numerous bail-in note issuances. The team also dealt with a high amount of REIT related senior note offerings.
In the derivatives market the team worked mostly on providing clients with regulatory advice. In equity capital markets the team advised largely underwriters in IPOs.
The structured products team worked mostly on structured notes issuances in the banking and financial services industry, as well as multi-asset index launches.
The M&A team worked on multimillion dollar and billion dollar asset and company acquisitions across a diverse array of industries.
The projects team worked mostly on renewable energy projects, especially wind and solar plants. It advised clients on project acquisition financing, loan and credit facility agreements and bond issuances.
The restructuring and insolvency team represented largely administrative agents and debtors in financial restructurings and Chapter 11 cases.
The firm made a huge recruitment over the research period. Partner Marlon Paz joined from Seward & Kissel to head the firm’s broker-dealer regulatory and compliance practice area. In capital markets, partner Matthew Kluchenek, who specialises in derivatives, joined from Baker McKenzie. Around the same time, capital markets partner Kirk Tucker left to join Jackson Walker. In project finance, partners Frederick Lark and Elena Rubinov joined from Bracewell, Mark Williams joined from Morgan Lewis & Bockius and Vera de Brito de Gyarfas joined from King & Spalding. They are also partners in the firm’s corporate and M&A practice area, which also brought over partners Kara Baysinger, Stephanie Duchene and Matthew Gaul from Dentons, Paul Chen from DLA Piper, Marc Harrison from Greenberg Traurig, Philip Lau from Locke Lord, James Schell from Skadden and Dale Smith from Bracewell. The restructuring and insolvency practice area brought over partners Michael Fiddy and Amy Jacks from DLA Piper, Louis Chiappette from Skadden and Adam Paul from Kirkland & Ellis
Deal highlights: 30th edition (2019/2020)
Brookfield Asset Management $4.7 billion acquisition of Oaktree Capital Group
Celeo Redes $365 million private placement financing
GW Pharmaceuticals Nasdaq IPO
Northeastern University public parking facility concession
Starbucks double tranche $2 billion 3.55% and 4.45% bond issue
Weatherford International Chapter 11 bankruptcy
Client feedback: 30th edition (2019/2020)
Capital markets : Debt
"Easy to work with as underwriter counsel, responsive and thoughtful. Top lawyer on debt issuances with knowledge of market terms and conditions."
"Knowledge of the company and its business."
"They understand current trends and fully understand the applicable law."
"Very responsive to our requirements and unfailingly attentive to our interests."
"Deep bench of expertise on subject matter, the ability to execute transactions successfully on tight time frames and provide cost effective services."
"Our capital markets and USCP contacts are trusted advisors who are responsive, pragmatic and knowledgeable in the space."
"Very knowledgeable capital markets partners who are practical. They may also charge a little less than the leading NY capital markets law firms."
"They are extremely knowledgeable and have true expertise in debt capital market activities. They are very responsive and great to work with."
Capital markets : Derivatives
"Great subject matter expertise and very responsive."
"Subject matter expertise, responsiveness and professionalism."
"Experienced in all aspects of the business (tax, disclosure, regulatory, etc.), familiar with the market and competitors, appropriate pricing and good response time."
Capital markets : Equity
"Authoritative advice and willingness to take strong position vis-a-vis other law firms availability of US lawyers for client located in Israel."
"Does what it takes to get the job done. Strong knowledge of capital markets and transactions."
Capital markets : Structured finance and securitization
"Extremely knowledgeable about the legal and regulatory aspects of both private equity and 1940 Act Funds Reputation of both lawyer and law firm were valued by various partners to ALTI and led to stronger partnerships."
"Consistent high quality work for any topic in several jurisdictions."
"Very thoughtful and responsive."
"Anna is our key lawyer on our account. She is always available, especially in an emergencies. Her advice has been spot on and her team was especially helpful with a $100 million preferred stock capital raise that we did this year."
"Anna's market knowledge, responsiveness and practical advice are very important to my team, and make her one of our most trusted advisors."
"Diligent, highly intelligent, very knowledgeable and attentive."
"Excellent in all areas, always makes herself available."
"Extremely smart and intuitive."
"Has impressive subject matter expertise."
"One of the most innovative and expert thinkers on financial products and solutions that solve unique regulatory challenges. She explains very complex regulatory issues in understandable ways."
"Great expertise with respect to the taxation of financial products. Ability to understand the complicated math related to derivatives."
"Knowledge of our company."
"Very responsive and practical; manages costs well
"Very responsive and extremely knowledgeable."
"Jen is extremely knowledgeable and has great debt capital markets expertise. She is an excellent attorney and great to work with."
Juan Pablo Moreno
"Ability to understand and address client concerns in an efficient manner. Strong knowledge of subject area."
"Smart. Thoughtful. Strategic. Responsive. Friendly."
"Responsive, problem solver."
"Phyllis is amazing. She has a depth of experience that is unparalleled. She is thoughtful and responsive and easy to work with."