Most Highly Regarded Firms: Texas 2008 - Corporate Governance
Corporate governance continues to be of high importance to boards of directors at public companies across the US, who lean on their outside counsel for guidance on the often sensitive company matters governed by corporate law, stock exchange rules and governance principles require.
While few lawyers specialise exclusively in this field - nearly all the individuals in this chapter also appear elsewhere in the publication - they have proven track records in business advisory work.
Vinson & Elkins LLP stands at the top of the research, with four partners selected. It boasts a firm-wide corporate governance and compliance group, and is "undeniably a corporate powerhouse". The "outstanding" Michael Wortley is managing partner of the firm's Dallas office and chief operating partner firmwide. An "established authority", he was commended for his advice to boards of directors, special committees and executives in relation to M&A, fiduciary duties, executive compensation, financings and restructurings. Jeffrey Chapman is "extremely active in this sector", his transactional and securities knowledge is highly rated. Mark Kelly is locally recognised as past chair of the Houston Bar Foundation, and acts as general counsel for several corporations. Scott Wulfe is a new addition to this chapter and is rated "A+" by our interviewees. Commended for his knowledge of insider trading issues and directors' fiduciary duties, he is a "real asset to the firm".
Baker Botts LLP is one of two firms with three lawyers in this chapter. David Kirkland is chair of the firm's corporate practice and "universally well regarded" by his peers. He is recognised for his governance work in relation to transactions, and is rated as a "guru" for corporate control issues. Charles Szalkowski has been general counsel of the firm since 2005, and counsels colleagues on professional, ethical and other matters. Known for his expertise in the biotech, telecommunications and energy fields, he also advises advises a number of non-profit organisations. Stephen Massad completes the trio and is "one of the finest corporate lawyers in Houston". His expertise includes advising companies and boards of directors on governance matters and audit committees in internal investigations; he has counselled many NYSE listed companies in such matters, including in relation to Foreign Corrupt Practices Act and accounting issues.
Weil Gotshal & Manges LLP is "extremely strong in this area", a view reflected by our international research that has identified the firm as the Who's Who Legal Corporate Governance Law Firm of the Year Award for four years running. Three partners appear from the Dallas office. Gilbert Friedlander offers clients the benefit of his previous experience as executive vice president, general counsel and secretary at Electronic Data Systems. He has conducted internal investigations for clients, as well as advised boards and board committees and represented individuals and companies before the SEC and other regulatory bodies. Mary Korby is "always up to date and hugely informative" on corporate governance, SEC disclosure and compliance matters, while Michael Saslaw has earned a "formidable reputation over the years" for corporate counselling for clients in industries such as media, real estate, retail and manufacturing.
Formerly of Fulbright & Jaworski LLP, the "brilliant" Charles Still now practises at Kelly Hart & Hallman LLP. Held in the "highest esteem" by his peers, he is a former chair of the State Bar of Texas business law section and author of the annual publication ‘A Handbook on Corporate Governance'. His former partner Michael Conlon heads Fulbright's Houston office and is a "first-class lawyer". He is recognised for his representation of special committees of boards of directors in connection with takeover offers and corporate restructurings in particular.
Michael Boone is one of the co-founders of Haynes and Boone LLP and "casts a long shadow over the corporate landscape" in Dallas. Known as a "go-to guy for director representation", Boone has experience, among other things, advising special board committees in insider trading investigations.
Irwin Sentilles is based in the Dallas office of Gibson Dunn & Crutcher LLP and once again wins inclusion in this chapter. He was repeatedly commended for his corporate advice to publicly and privately held companies and is "completely deserving of a place on a list of the best".
Byron Egan at Jackson Walker LLP is a new addition to this chapter. With over 35 years of experience in business entity formation and governance matters, he is an "authoritative source of counsel" and has advised boards of directors and audit, compensation and special committees in relation to fiduciary duties, the Sarbanes-Oxley Act and special investigations. He was previously chair of the business law section of the State Bar of Texas, as well as chair of its corporation law committee, and "really knows his stuff".
Edgar Marston of Bracewell & Giuliani LLP is a former senior officer and member of the board of directors for a major NYSE company, and is regarded as an "outstanding adviser and tactician".
Another new entry in this edition is Dallas Parker, managing partner of Thompson & Knight LLP's Houston office. Described as "incredibly smart and extremely effective", he was picked out for his Sarbanes-Oxley expertise.
Andrews Kurth LLP appears courtesy of managing partner Robert Jewell. One of the few lawyers to appear in three chapters, he is "one of the finest corporate lawyers in the state, period".
Fletcher Yarbrough is managing partner of Carrington Coleman Sloman & Blumenthal LLP and very strongly recommended in this area. He receives "lots of referrals from peers looking for expert advice to directors when they are conflicted out", according to our sources.
Larry Schoenbrun at Gardere Wynne Sewell LLP has over 40 years' experience in this field, and is well regarded for his counsel to special committees of boards in transactions and conflict situations, and to audit committees.
At Mayer Brown LLP, Marc Folladori stands out for his expertise in SEC disclosure and reporting requirements, and his speaking in this area is said to be "first rate". Christine LaFollette heads the Houston office of Akin Gump Strauss Hauer & Feld LLP and is highly rated for her representation of boards and special committees in relation to Sarbanes-Oxley compliance, periodic reporting, proxy solicitation, audit committee standards and insider trading requirements. A founding director of the Houston chapter of the National Association of Corporate Directors, she frequently addresses boards and conducts corporate governance seminars.