Most Highly Regarded Firms: California 2009 - Corporate Governance
Corporate governance remains high on the agenda in boardrooms across America, its importance raised by the straitened economic circumstances.
Our research has identified 21 lawyers for their expertise in advising and representing clients. Lawyers rarely focus on this area exclusively and the majority of individuals that we list are recognised elsewhere in this publication as experts in related fields of law, M&A law in particular. Nevertheless, for the quality of their business advisory work, all should be considered experts in governance law.
The largest corporate law firms in California are unsurprisingly the best represented in this chapter. Skadden Arps Slate Meagher & Flom LLP repeats its stellar performance in our M&A research, and all three partners featured here are similarly highly rated for transactional work. Brian McCarthy's background includes a spell as chief operating officer and general counsel at Pacific Capital, and he is extremely highly rated. Alongside him, Joseph Giunta is well known for his knowledge relating to proxy contests; he has represented Tenet Healthcare and Del Webb in contests by dissident shareholder groups for minority representation, as well as Lockheed with respect to two proxy contests by NL Industries for control of the company. Kenton King leads the firm's corporate group in the Bay Area and serves on the firm's policy committee. "One of the finest corporate lawyers in the US", in the eyes of our sources, he scored highly in the research.
Cooley Godward Kronish LLP matches Skadden with its own triumvirate of featured lawyers. Richard Climan is "steeped in knowledge" - he serves on the executive committee of the annual Securities Regulation Institute, presented by the Corporate Counsel Center of Northwestern Law School. Chairman of the firm Stephen Neal is "phenomenally good", and is widely recognised for his advice on fiduciary duties, conflict of interest and other governance matters. His track record includes representing General Motors and its board in the Ross Perot disputes and Nvidia and its board in various governance matters. In addition, he is renowned for his handling of SEC investigations. Keith Flaum is regarded as "hugely knowledgeable", and is renowned for his transactional experience and as a "first class lecturer".
DLA Piper LLP provides two nominees for this chapter, both from the Silicon Valley office. Henry Lesser is a "very strong lawyer", recognised for the quality of his writing and for his bar activities, including acting as co-chair of the American Bar Association's subcommittee on corporate governance guidelines. Alongside him, Diane Holt Frankle chairs the M&A practice group and "scores highly in this area", particularly on issues relating to disclosure obligations, executive compensation and insider trading.
Kenneth Heitz leads a two-strong contingent from Irell & Manella LLP. A "trusted and reliable ally to clients", he has advised boards of directors on Sarbanes-Oxley compliance, indemnification and contribution, executive compensation matters and internal and external investigations. He is also known for his work for audit committees in during investigations of options backdating. Alvin Segel is a former senior vice president and general counsel of Wickes Companies, and was also extremely well regarded.
Christopher Kaufman of Latham & Watkins LLP also boasts boardroom experience: he formerly chaired the boards of directors of PRO Corporation and Rexall Corporation, and served on the boards of directors of Exemplar Logic, Qantel, Internet Middleware and Applied ImmunoSciences. Charles Ruck is highly rated for his representation of boards and special committees in complex governance matters, and the pair form part of a "very fine corporate team" at the firm.
Ronald Olson of Munger Tolles & Olson LLP stands out as "one of the leading authorities in the state". A famed litigator, he was also picked out for his "perceptive and practical counsel" to executives and boards across all types of corporate issues. Alongside him, Robert Denham appears for the first time in this year's publication. He rejoined the firm in 1998 after serving as the chairman and CEO of Salomon, and he "undeniably knows his way around the boardroom".
Nathaniel Cartmell at Pillsbury Winthrop Shaw Pittman LLP is recognised as "market leading" for securities disclosure and general governance counselling, particularly in advising the semiconductor industry.
John Larson of Morgan Lewis & Bockius LLP is another new entry in this year's publication, his inclusion earned as a result of the large number of recommendations he received from peers in California and beyond. Resident in the San Francisco office, he stood out for his biotech and high technology work.
At Morrison & Foerster LLP, Bruce Mann is a former chairman of the ABA's federal regulation of securities committee and a "hugely knowledgeable corporate lawyer". He has advised committees of independent directors at Crowley Maritime, Federal Express and Lucky Stores, among others, and received repeated recommendations from our sources.
The "legendary" Larry Sonsini of Wilson Sonsini Goodrich & Rosati supplements his appearance in the M&A and capital markets chapters with a listing among the leading corporate governance experts in California. Known internationally as chairman of the NYSE's regulation, enforcement and listing standards committee, and of its legal advisory committee, he is "one of the biggest names in town".
The "tremendous" Alison Ressler heads Sullivan & Cromwell LLP's practice in California, and is universally recognised for her advice to corporations both at home and abroad, as well as private equity investors, boards of directors and financial advisers.
Daniel Kelly at Davis Polk & Wardwell in Menlo Park has a reputation as a "go-to guy for governance guidance"; and as primary outside corporate counsel for E*Trade Financial, Westar Energy and El Paso Electric, he is very well known and similarly highly regarded in this field.
Richard Koppes, of counsel to Jones Day in San Francisco, is "very well known in governance circles". His "enviable client list" in this area includes Pfizer, Bristol-Myers Squibb, Sprint Nextel, McDonald's, Target, American Airlines, Heinz, Chevron and IBM. A former governor of the International Corporate Governance Network, he has also taught the subject at Stanford University Law School.