Editorial: Corporate Governance in Illinois
01 July 2008
In the highly regulated US marketplace, corporate governance is an ongoing concern for business leaders. This chapter identifies those lawyers with a proven track record in counselling the boards of directors of listed companies and substantial privately held entities in aspects of regulatory compliance, including sensitive corporate disclosure and policy issues, as well as new laws, regulations, stock exchange rules and governance principles, in relation to transactions and on an ongoing basis.
This chapter contains representatives from many of the leading corporate firms in the state, and the majority of the featured lawyers in this section are also featured elsewhere in the publication as leaders in other fields of corporate law. The research identifies 20 individuals who provide the very highest levels of service in this area.
Mayer Brown LLP is one of a triumvirate of firms with three featured experts. Frederick Thomas is "hugely well known" for the quality of his counsel to directors, committees and management in corporate and securities-related matters. Edward Schneidman's governance and compliance work was spoken of extremely highly, especially in relation to real estate, while Scott Davis leads the firm's US M&A group and is "at the absolute top of his game". Described as "one of the pre-eminent deal guys in Chicago", he was picked out for his expertise related to conflicts between shareholders and directors in particular.
All three of Sidley Austin LLP's featured individuals were also picked out in the M&A chapter for their transactional capabilities. At their head is Thomas Cole, a "much sought-after adviser" with "profound experience across all types of issues". His experience in this field relates to public company boards, audit committees, transactions and investigative committees, and he previously taught the subject at the University of Chicago Law School. He is "without a doubt" one of the leading experts in the state, and was said by one interviewee to "live and breathe corporate governance". Alongside him is Frederick Lowinger, head of the Chicago office corporate group and co-head of the firm's M&A and private equity practice area. While he is especially highly rated for transactional-related expertise in this field, he is "phenomenally well versed in all aspects of governance". Paul Choi was repeatedly commended for his work relating to directors' duties, audit committee best practices, auditor matters and Sarbanes-Oxley issues; he completes Sidley's impressive showing.
Skadden Arps Slate Meagher & Flom LLP also has three nominees. Charles Mulaney is "highly respected" with a "great track record in this area", having served on the faculty of institutes for public company directors at the business schools of the University of Chicago, Duke University and Northwestern University. William Kunkel is a "recognised authority" on proxy contests, and has represented Ocean Spray Cranberries, Centel Corporation and Woodhead Industries in related matters. Rodd Schreiber is a new addition in this edition, and joins his two colleagues in both this and in the M&A chapters. A "very fine lawyer", he was commended for his "insightful and practical counsel" relating to governance, securities law compliance and disclosure.
The two nominees from Kirkland & Ellis LLP also appear in multiple chapters. Carter Emerson is of counsel to the firm and "an extremely reliable source of advice", particularly in relation to transactions and restructurings. Scott Falk also stood out in the research, and he "stands comparison with any corporate lawyer in town".
Schiff Hardin LLP makes an appearance for the first time in this edition, and joins the contingent of firms with two featured lawyers. Robert Minkus adds to his listing in the M&A chapter and is viewed as an "authority" on director independence and takeover defence. His colleague Peter Rossiter is a former general counsel of Northern Trust Corporation and leads the firm's financial institutions client service group. Described as a "regulatory guru", he has also advised clients on disclosure obligations, Sarbanes-Oxley compliance and a range of issues including those relating to management and major stockholder succession.
At Winston & Strawn LLP, Robert Wall once again stands out as a "leader in the field". A veteran of more than 95 public offerings and 110 publicly disclosed M&A transactions, he is an "invaluable source of advice to his clients" and appears in three of our chapters. In addition, he is a member of the board of editors of the Bank and Corporate Governance Law Reporter, as well as being the chair of Northwestern's Garrett Institute on securities practice.
The January 2007 merger between Drinker Biddle & Reath LLP and Gardner Carton & Douglas LLP saw a new firm for George McKann, an "outstanding practitioner with a formidable depth of knowledge". Particularly well known for his corporate-wide compliance review of McDonald's Corporation in 2005, and he possesses an "encyclopedic level of knowledge".
Donald Lubin of Sonnenschein Nath & Rosenthal LLP once again stands out as "highly respected" and a "dean of the Chicago corporate Bar". He has a "phenomenal record in this area", having represented the committees of independent directors of Aon, Gilead Sciences, Exide and William Wrigley, and has also advised public companies such as Allstate, Molex and McDonald's - he was the latter's longest serving director and chairman of its governance committee, among several other roles.
Mark Gerstein is global co-chair of Latham & Watkins LLP's M&A group and correspondingly highly regarded for his expertise in transactional-related governance issues. He was picked out for his knowledge relating to crisis management, succession planning, shareholder activism and board and committee structures; he is "undeniably one of the best corporate lawyers in town".
Epstein Becker & Green PC gains a presence in this year's chapter thanks to the inclusion of the "very visible" Lola Miranda Hale. Described as "well known in the field", she is recognised for her advice to boards of directors and audit, compensation and nominating committees on a range of governance issues, and also counsels companies in SEC and internal investigations.
Grant Bagan appears from McDermott Will & Emery LLP and is regarded as an "extremely fine lawyer", particularly in relation to SEC matters and accounting irregularities, while Herbert Wander of Katten Muchin Rosenman LLP is once again among the most highly recommended individuals in the state. A "recognised authority in this area", he co-chaired an advisory committee to the SEC that examined the impact of Sarbanes-Oxley on smaller public companies. This "legendary figure" serves as a director, chair of the compensation committee and audit committee member for Telephone and Data Systems and is currently in his second term as a member of the legal advisory committee to the New York Stock Exchange board of governors, where he is also a member of the corporate governance subcommittee.