Most Highly Regarded Firms: Corporate Governance 2009

• February 2009

• Corporate Governance

Lawyers from the US have once again dominated our research and New York took the lion's share of the votes, with an impressive 43 practitioners in the guide.

Five Simpson Thacher & Bartlett LLP lawyers have been selected, including the highly nominated chairman, Richard Beattie, described as "without a doubt, one of the best corporate lawyers in New York". Beattie has counselled boards and non-executive directors on governance issues including investigations and litigation involving corporate officers and other crisis situations. He has recently acted as counsel to the Federal Reserve Bank of New York in connection with arrangements made in JP Morgan Chase & Co's acquisition of Bear Stearns. Casey Cogut was also named as a "top tier" contender and oversees the firm's corporate portfolio. He has represented the outside directors of both Hearst-Argyle Television and Anheuser-Busch in responding to unsolicited takeover proposals. Robert Spatt was described as "an excellent all-rounder" and has advised the board of directors of Dow Jones in connection with its unsolicited proposal from, and ultimate sale to, News Corp, as well as Invus in its significant equity investment in Lexicon Pharmaceuticals. John Finley recently represented Mars in its announced acquisition of Wrigley, and Claire's Stores in its announced sale to a private equity consortium. He was described as a "skilled adviser". Michael Chepiga, who also worked for the outside directors of Anheuser-Busch completes the "highly reputed" team and was praised for his "solid financial advice".

Three of the six lawyers featured from Skadden Arps Slate Meagher & Flom LLP are based in New York. Head of the firm's corporate practice Roger Aaron was described as having an "encyclopedic knowledge" of corporate governance and has represented some of the largest US and international companies. Peter Allan Atkins counsels clients on a range of issues, including directors' duties, disclosure issues, compliance matters, internal investigations and financing transactions. Eileen Nugent completes the New York team and sources described her as "intelligent and articulate". The "brilliant" Brian McCarthy is based in the firm's California office and provides general governance advice to public and private companies. Colleen Mahoney is a partner in Washington, DC, and is "an expert in SEC cases". In Illinois, Charles Mulaney was known as a "key contact in the state".

Of the six Weil Gotshal & Manges LLP partners listed, three are based in New York. A "leader in his field", Ira Millstein has represented the boards of Tyco International, Walt Disney and the New York State Metropolitan Transportation Authority in a wide range of corporate governance issues. Robert Todd Lang, a "conscientious adviser" and "inspiring speaker" is a former chair of the American Bar Association section of business law committee on corporate governance. Holly Gregory, "a talented lawyer", was involved in drafting the OECD Principles of Corporate Governance and advised the Internal Market Directorate of the European Commission on corporate governance regulation. The "very smart" Mary Korby and "skilled" Michael Sawlaw were recognised from the firm's Texas office. Former chief justice of Delaware, Norman Veasey once again proved to be a "top choice" in Wilmington. He was described as having a "very impressive track record".

A total of seven lawyers from Sullivan & Cromwell LLP appear in this guide; five are based in New York. James Morphy recently worked alongside the special committee of Aames Financial in connection with recapitalisation and Harris Corporation in the spin-off of Lanier Worldwide. He was named by one source as a "go-to for hostile takeover advice". Senior partner, Benjamin Stapleton has a "well established reputation" and has represented bidders, targets and financial advisers in friendly and contested situations. John Warden was described as a "key litigator". Rodgin Cohen, a renowned authority on banking law, was repeatedly mentioned to our researchers for his corporate governance advice and is a "prominent figure on Wall Street". Alison Ressler is in charge of the firm's practice in California and was described by one source as "a joy to work with". The firm's success in our survey was mirrored overseas with the "gifted" Gérard Mazet and "innovative" Dominique Bompoint ranking highly in Paris. Mazet has a wide range of experience in corporate governance work for major firms; Bompoint has represented a diverse portfolio of clients.

At thoroughbred corporate firm Cravath Swaine & Moore LLP, Richard Hall specialises in advising the natural resources sector, but has also worked with a number of other clients including Fortis and Time Warner. He was described as "simply great". The "fantastic" Allen Finkelson has represented Chevron, Patina Oil & Gas and CBS, among others, and has counselled large companies on number of governance issues. Robert Joffe and David Mercado also polled highly in our research.

Davis Polk & Wardwell have six partners in this guide from the US, Hong Kong and England. George Bason, Arthur Golden and Peter Douglas are all based in the New York office and recently counselled the US Treasury in the bailout of AIG. Bason was once again a popular choice and was noted for his "international expertise". Golden regularly advises clients on a range of corporate governance matters and was described as a "formidable mind". John McCarthy was noted for his cross-border work, particularly in New York and London and was described as a "star" in both jurisdictions. Daniel Kelly is a founding partner of Davis Polk & Wardwell's Menlo Park office in California and has represented E*Trade Financial, Westar Energy and El Paso Electric Company. He was described as a "worthy addition". William Barron is resident in the firm's Hong Kong office, but has an "enviable knowledge of international businesses".

Around half of all the US companies listed on the New York Stock Exchange are based in Delaware from where 21 lawyers have been chosen to appear in this guide. Richards Layton & Finger PA leads the field with seven lawyers, but was closely followed by Morris Nichols Arsht & Tunnell LLP with six. Richards Layton & Finger is the largest law firm in the area, boasting a team of 35 corporate governance lawyers. Franklin Balotti was described as a "leading name in Delaware law" and has been involved in many of the cases defining the duties of directors under the state's law. He regularly advises companies on fiduciary duties, corporate control disputes and extraordinary transactions. "Diligent adviser" Jesse Finkelstein works with corporations, directors, and significant shareholders as well as special and standing board committees on all aspects of corporate governance. The "excellent" Gregory Varallo has litigated in complex business disputes in the Delaware courts and in state and federal courts throughout the United States, including in precedence cases. Samuel Nolen represents corporate and individual clients in derivative and class actions, fiduciary responsibility actions and other complex cases. He was described by one source as "simply fantastic". Donald Bussard was named by one source as "a top player in Delaware" and has advised corporations in stock issuances, stockholders' meetings and relations as well as traditional governance work. The "first-rate" Mark Gentile and "outstanding" Gregory Williams complete the "expert team".

Gilchrist Sparks leads the Morris Nichols Arsht & Tunnell LLP team. He is best known for his work advising local corporations and was described as "a star in the field". The "outstanding" Lewis Black is the co-author of Delaware Corporation Law and Practice and is currently working with the Delaware Corporate Law Counselling Group. Kenneth Nachbar was described as "intelligent and resourceful". Andrew Johnston focuses his practice on the state's corporate law including fiduciary duties of directors, officers and stockholders, financings, conflict of interest transactions, corporate governance, indemnification and director liability. He was described as being of a "high calibre". The "deal-orientated" Frederick Alexander and "quick-thinking" John Johnston were also popular choices.

Fifteen lawyers are featured from Canada, 13 of whom are based in Ontario. Stikeman Elliott LLP was described as "one of the leading corporate firms in the country" and fields three "highly recommended" partners. Pierre Raymond is chair of the firm and is based in Montreal. He specialises in counselling US and European clients with respect to Quebec law in connection with international privatisations, tender offers and acquisitions. William Braithwaite and Marvin Yontef are both senior partners in the firm's Toronto office. Braithwaite is reported to be a "very skilled problem solver" and has advised a wide range of boards of directors, shareholders and corporations. Yontef has also acted as counsel to a wide range of companies including Air Canada, Nortel and the government of Ontario

Wachtell Lipton Rosen & Katz

One New York law firm, Wachtell Lipton Rosen & Katz, stood out in our research. It provides eleven accomplished lawyers for our guide and is "extemely well respected for its strong corporate practice". Founding partner Martin Lipton, the "guru of corporate governance", ranked highly in our research and has been a "true inspiration" to those who have followed his career. In 1982 he created the Shareholders Rights Plan, known as the "poison pill", which remains a key anti-takeover technique to this day. Lipton specialises in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. He has also written and spoken widely on corporate governance issues. David Katz was described as one of the "leaders in his field" and works across all areas of corporate governance. Recently he has been particularly active in the area of crisis management and stock for stock deals. Andrew Brownstein was named by one source as a "renowned professional" and is known for his wide knowledge in all aspects of the field. He has also written on a number of corporate matters and is an adjunct professor at Rutgers University School of Law. Edward Herlihy is co-chairman of the executive committee and specialises in advising banks and financial institutions in mergers and acquisitions. He has also represented companies involved in takeover battles and proxy contests. Herlihy was described as "thorough and thoughtful". Richard Katcher, a "flexible and dedicated lawyer" has represented clients from a wide range of industries such as communications, pharmaceutical, consumer products, retail and investment banking. He has counselled boards and non-management directors during crisis conditions and in a number of other corporate governance issues. Theodore Mirvis is a partner in the firm's litigation department and specialises in corporate governance litigation such as stockholder's rights and securities. One source said he is "extremely well respected and professional". The "simply fantastic" Adam Emmerich is a member of the corporate department and focuses on mergers and acquisitions, and securities law matters. He has advised a number of public and private corporations on a range of corporate governance issues and is a frequent speaker on the subject. Emmerich was described as being "ahead of the game". The "hard-working and tenacious" Patricia Vlahakis specialises in mergers and acquisitions, hostile takeovers, cross-border transactions and private equity investments, as well as traditional corporate governance work. Trevor Norwitz, a "diligent and well respected lawyer" has advised private and public organisations from a wide range of industries in connection with divestitures, hostile takeover bids, proxy contests and corporate governance matters. Daniel Neff is co-chairman of the executive committee. He has counselled management and boards of directors on a wide range of governance issues and is an "excellent adviser". Steven Rosenblum specialises in takeover defence, shareholder and hedge fund activism, proxy fights and advising corporate boards in a number of other issues. He was described as an "excellent attorney".

European Firms

The UK also features prominently in our guide: 23 lawyers are nominated from 12 firms. Five lawyers from Slaughter and May's London office were rated particularly highly. Nigel Boardman was described by one source as "an expert in all aspects of corporate law" and has advised company boards from a wide range of industries. He recently counselled HM Treasury in its takeovers and share purchases of a number of UK banks and building societies. Stephen Cooke was named as a "dependable and charismatic adviser" and has recently counselled BHP Billiton in its bid for Rio Tinto and worked on stock exchange issues for companies including Aggreko, British Airways and Cadbury. The "outstanding" William Underhill has worked for a number of large corporate clients and is the current chairman of the City of London Law Society company law committee. Simon Robinson was described as an "accomplished" lawyer, with broad corporate experience. He has represented banks, asset management and mining companies. Andrew Jolly was a popular choice for his "financial know-how". He recently advised Costain Group on a rights issue aising approximately £60 million. Two of the six lawyers chosen from Hong Kong are also from Slaughter and May. The "extremely clever" Richard Thornhill is the senior partner of the firm's Hong Kong office and is joined by the "strategic" Benita Yu.

Freshfields Bruckhaus Deringer LLP also ranked highly in London. The corporate team, led by Mark Rawlinson has represented a number of high-profile clients on issues ranging from shareholder's rights directives to crisis management. Rawlinson specialises in complex mergers and acquisitions advice and is said to be an "expert in cross-border deals". Barry O'Brien heads the corporate finance practice and also specialises in mergers and acquisitions, securities offerings and corporate governance. One source said O'Brien was "very easy to work with". The "forward thinking", William Lawes is head of the firm's financial institutions group. He specialises in public bids, mergers and demergers and equity issues. Vanessa Knapp is reported to be "a strong and modest lawyer". She specialises in corporate law and is known for her technical boardroom advice. Freshfields also has a strong contingent on the continent with Christian Decher and Axel Epe in Germany and Günther Horvath and Willibald Plesser in Austria scoring highly in our research.

Seventeen lawyers were selected in Germany, five from "corporate giants" Hengeler Mueller. Maximilian Schiessl specialises in restructurings, public tender offers and private equity. A "fantastic lawyer", he comes "highly recommended". Michael Hoffmann-Becking was described by one source as "a king of corporate governance" and specialises in mergers and acquisitions, corporate restructurings, compliance issues and company succession. He has represented a range of clients including major banks. Gerd Krieger is "well versed in all areas of governance" and specialises in advising on share transactions. Klaus-Dieter Stephan specialises in corporate advice and recently counselled KfW Bankengruppe in the establishment of KfW IPEX-Bank GmbH. He was described as a "superb individual". Oleg de Lousanoff has written on the subject of company law in Germany and worked with Stephan in advising KfW.

Gleiss Lutz also has a "strong presence" in Germany, with four representatives in this guide. All four are located in the firm's Stuttgart office. One source said that they "wouldn't hesitate to recommend" Gerhard Wegen, who has recently counselled Bosch Rexroth on the acquisition of Hägglunds Drives and Crédit Mutuel on the acquisition of Citibank Deutschland. Gerhard Wirth specialises in securities law and mergers, among other things. He recently represented HypoVereinsbank in the squeeze-out of minority shareholders; one source says he is "famous for this type of work". Christian Cascante, described, as a "top choice" was a lead partner for the Tomkin Group on its bid for LEG. The "incredibly knowledgeable" Bodo Riegger also rated highly in our research.

De Brauw Blackstone Westbroek led the field in the Netherlands, with five of the top ten governance lawyers from the country. Jaap Winter was repeatedly recommended and is seen as being "first class". Winter has influenced policy across Europe through his roles as chairman of the former EU High Level Group of Company Law Experts, member of the EU Corporate Governance Forum and member of the former Dutch Corporate Governance Committee. Paul Cronheim has an "excellent reputation" and has advised numerous Dutch public and private companies as well as foreign corporates on a range of governance issues. Jaap de Keijzer, Bernard Roelvink and Sjoerd Eisma complete the "notable team".

Ten lawyers are listed in France, three of these practise at Bredin Prat. Sébastien Prat was the most nominated individual in France and has "experience beyond his years". The "adept" Didier Martin and "savvy" Jean-François Prat were also rated highly.

Rest of the World

In South America, Brazilian firm Pinheiro Neto Advogados once again stood out with three members of its "sterling team" in this guide. Fernando Alves Meira was described as "top notch" and advises Brazilian listed companies and international corporations in matters of disclosure, stock listings, and mergers and acquisitions. Carlos Alberto Moreira Lima advises in a range of corporate governance issues. He was described as a "valuable asset" by one source. The "esteemed" Antonio Mendes also came highly recommended. Marval O'Farrell & Mairal led the field in Argentina with the "excellent" Héctor Mairal and Alfredo O'Farrell both ranking very highly in our research.

Three members of "Australian super firm" Mallesons Stephen Jaques stand out. David Friedlander was described as a "top-tier contender" in Australia. Stephen Minns was described as a "favoured contact" by one source and has counselled clients from a wide range of industries including telecommunications, energy and banking. Alison Lansley is chairman of the Markets Policy Group of FINSIA, a member of the Takeovers Panel and a former member of the National Listing Committee of the Australian Stock Exchange. She was named as a "trusted adviser".

Back to top