Most Highly Regarded Firms: Corporate Governance 2010

• June 2010

• Corporate Governance

Our research has revealed 477 practitioners in 52 jurisdictions who can truly be considered experts in this field.

North America

Norman Veasey of Weil Gotshal & Manges LLP is a previous recipient of the corporate governance lawyer of the year award in The International Who’s Who of Business Lawyers, and he once again emerges as the leading lawyer in this year’s research. A former Chief Justice of the Delaware Supreme Court and past-president of the Delaware State Bar Association, Veasey serves as a strategic adviser to many of the firm’s most prominent international clients, counselling corporate directors in transactions and crisis management. Senior partner Ira Millstein is one of four “top tier” lawyers listed from Weil Gotshal’s New York office and has counselled General Motors, Bethlehem Steel, Westinghouse and Walt Disney in corporate governance matters. Mary Korby and Michael Saslaw in Dallas complete the firm’s impressive showing in this edition.

Charles Cogut heads Simpson Thacher & Bartlett LLP’s M&A and private equity practices and is one of the most highly regarded individuals in the current edition. Cogut advises boards of directors in governance matters and recently represented Wyeth in its sale to Pfizer, a merger transaction valued at approximately $68 billion. Richard Beattie is the firm’s chairman and specialises in advising boards on governance issues, investigations, disputes and other crisis situations as well as acting in such high-profile mergers as JPMorgan Chase’s $58 billion acquisition of Bank One Corporation. A further four Simpson Thacher lawyers are prominent in New York, while Richard Capelouto is well regarded in Palo Alto.

The majority of Sullivan & Cromwell LLP’s nominees are also drawn from the New York office and senior chairman Rodgin Cohen was described as a “Wall Street legend” by peers. Cohen’s practice focuses on governance, regulatory and securities work on behalf of major corporate and financial services companies. James Morphy has been with the firm for over 30 years and is a former managing partner of the M&A group. Morphy was praised for his transactional advisory work, which sees him represent buyers, sellers, independent directors and financial advisers in complex acquisitions. Alison Ressler is based in Los Angeles and is “highly rated” for her work on behalf of corporations, private equity investors, boards of directors and financial advisers. The firm fields three more lawyers in New York alongside Gérard Mazet and Dominique Bompoint in Paris.

A “leading firm” in Delaware, Morris Nichols Arsht & Tunnell LLP fields six representatives in this edition. Of counsel Gilchrist Sparks is an “outstanding practitioner” with a “well established reputation” in disputes and counselling work arising from M&A transactions. “Senior statesman” Lewis Black is of counsel to the firm’s Delaware corporate law counselling group and a former chairman of the federal regulation of services committee of the American Bar Association, and came highly recommended. Kenneth Nachbar advises boards of directors and special committees through transactional issues and disputes and was hailed as a “fantastic litigator” by respondents.

Fielding four lawyers apiece, Blake Cassels & Graydon LLP and Stikeman Elliott LLP are the best represented firms in Canada. The “very impressive” David Jackson is a former chairman of Blakes and is renowned for his expertise in public and private financings, takeover and issuer bids and M&A and disposition transactions. William Braithwaite is a former head of Stikeman’s corporate group specialising in M&A and corporate finance work for corporations and boards of directors, as well as working closely with governments and regulatory authorities on policy matters.

Wachtell Lipton Rose & Katz

Wachtell Lipton Rosen & Katz has the pre-eminent corporate governance law practice in our research, with an impressive 15 nominees ranking highly in the following pages. Among its numerous notable engagements the firm has represented the New York Stock Exchange (NYSE) on corporate governance initiatives for listed companies as well as Citigroup, Novartis, Publicis and National Australia bank in connection with corporate governance and related matters.

Foremost among the firm’s listed partners is the “legendary” Martin Lipton, who was described by one source as “the most influential corporate lawyer in New York.” A former chairman of the NYSE’s legal advisory committee, Lipton’s reputation as a corporate “innovator” stretches back almost 30 years to 1982 and his creation of the Shareholders Rights Plan (known as the “poison pill” defence). Today he ranks “among the best in the world” and advises some of the world’s leading corporations on matters of corporate policy and strategy. David A Katz’s name is also one of the most highly regarded internationally. He focuses on complex corporate and securities transactions as well as counselling boards of directors and committees on governance and crisis management issues. Edward D Herlihy is co-chair of the firm’s executive committee and specialises in work for banks and financial institutions, particularly in relation to takeover battles and proxy contests, and he is joined by fellow co-chair Daniel A Neff, who was hailed as “top flight” by peers. Andrew R Brownstein is also well thought of for his work advising corporate entities in high-profile leveraged buyouts, proxy fights and takeover defences.

Adam O Emmerich is held in particularly high regard for his transactional and governance work relating to real estate, and is co-chair of the advisory board to New York University’s REIT centre. Patricia A Vlahakis has been with the firm since 1981 and has developed an “excellent” reputation for advising clients through mergers and acquisitions, hostile takeovers, cross-border transactions and private equity investments. Theodore N Mirvis is recognised as a corporate litigation expert and was described as a “lion of the bar”, having acted in numerous landmark governance and transactional disputes. Paul K Rowe’s “invaluable expertise” came highly recommended. He has been a partner in the firm’s litigation department for 25 years and focuses on M&A disputes, proxy contests and federal securities claims.

Marc Wolinsky was recognised for his governance, contracts, insurance and securities litigation and has represented JC Flowers, Bank of America and JPMorgan Chase in recent matters. Trevor S Norwitz advises public and private entities in mergers, acquisitions, hostile takeover bids and defences, proxy contests and joint ventures and has developed a “superb” reputation according to our sources. Steven A Rosenblum specialises in shareholder and hedge fund activism as well as transactions and takeover defence. Craig M Wasserman’s regulatory and compliance work on behalf of corporate, banking and financial services clients is “second to none”, while Andrew J Nussbaum’s transactional work is “very well respected”.

Richard D Katcher retired from the firm’s partnership last year and currently acts as of counsel. Katcher is “a renowned figure” in New York, having counselled boards and non-management directors through numerous crises governance matters during his 38 years as a Wachtell partner.

Europe

Lawyers from Freshfields Bruckhaus Deringer LLP rank highly in England, Germany and Austria as well as Hong Kong. Four partners appear from the London office, where corporate finance practice head Barry O’Brien enjoys a “stellar reputation”, having advised the likes of Eurotunnel, HSBC, Tesco and Credit Suisse on transactional and governance matters. Mark Rawlinson is head of the London corporate department and specialises in competitive and contested corporate transactions. Vienna-based disputes specialist Günther Horvath is “a prominent figure” in the Austrian research, particularly for his work relating to construction, engineering and industrial property. Willibald Plesser is the firm’s co-head for the CEE/CIS region and is also held in high regard in Vienna. Three of the firm’s German offices are represented on our list. Axel Epe is based in Düsseldorf and is considered a “European leader” in M&A and corporate advisory work. In Frankfurt, Christian Decher is recognised for his disputes and takeovers work, while core corporate group global head Christoph Seibt is included in Hamburg.

With eight lawyers listed in London, Slaughter and May is England’s leading firm for corporate governance according to our research. Nigel Boardman is a “great expert” in compliance issues and is frequently called on to act in M&A, restructurings, investigations and corporate finance matters. Also considered “among the best in the world” is William Underhill who is noted for his advisory and transactional work on behalf of numerous prominent corporate entities. Also well regarded is M&A group head Stephen Cooke, whose recent work includes advising Cadbury through its hostile takeover by Kraft, Minerva on the hostile offer by KiFin and British Airways on its proposed merger with Iberia and its abortive merger with Qantas. Further to its pre-eminent position in England, the firm demonstrates its international presence with two lawyers listed in Hong Kong.

Hengeler Mueller leads the field in Germany, with six lawyers earning prominent listings. “The fantastic” Maximilian Schiessl is “one of the best in Europe” and boasts expertise in M&A and corporate restructurings, capital markets, public tender offers and private equity. Michael Hoffmann-Becking is another of the firm’s “leading” names, with “vast expertise” in corporate transactions, restructurings and compliance issues.

Jean-François Prat of Bredin Prat in Paris is the most highly regarded lawyer in France and one of the leading names internationally according to our research. Prat has been with the firm for over 40 years and in that time has earned a “superb reputation” for his disputes and transactional work, which has seen him act as an adviser to some of Europe’s biggest corporate clients in public transactions and takeover battles. A further three Bredin Prat lawyers give the firm the strongest presence in our French research.

De Brauw Blackstone Westbroek NV emerges as the top firm in the Netherlands for corporate governance work, fielding five lawyers. Jaap Winter is one of the best regarded practitioners internationally and sources were keen to point out his “world-beating” litigation and advice work. Winter is a member of EU corporate governance forum and recently advised the supervisory board of Corporate Express on the public offer made for its shares by Staples, and APG on its merger transaction with Cordares.

Asia-Pacific

Mallesons Stephen Jaques is the best represented firm in Australia, with five lawyers included. The firm’s “top man” according to respondents is Sydney-based David Friedlander, whose practice combines equity capital markets with a strong corporate transactional focus. In Melbourne, Alison Lansley has over 25 years of corporate experience, both as a regulator and a private practitioner, and sources placed her “among the best” in the country. Freehills saw three of its lawyers listed, including the “superb” Rodd Levy, who specialises in takeovers, corporate restructurings and share option plans. Allens Arthur Robinson and Blake Dawson both performed well, placing two representatives apiece in our rankings.

Two nominees from Allen & Gledhill LLP make it the highest performing firm in Singapore according to our research. Managing partner Lucien Wong is a “household name” and has been involved in some of Singapore’s largest recent corporate transactions. Christina Ong is head of the firm’s financial services group and regularly acts in international corporate matters in Asia.

Jun He Law Offices emerges as China’s leading corporate governance law firm, with three inclusions in this book. Founding partner Wei Xiao focuses on foreign investments, securities and M&A and is “incredibly good” according to our sources. Jianxiang Ding and Audrey Chen also ranked highly. Gavin Nesbitt at Deacons is one of the most highly regarded names in Hong Kong and is a “go-to guy” for advice on direct investment and joint ventures in Asia, according to sources.

Nagashima Ohno & Tsunematsu is Japan’s best represented firm in this area. Chairman Hisashi Hara is an “acknowledged authority” on real estate acquisition, M&A, joint ventures and corporate restructuring, while Kenichi Fujinawa comes “highly recommended” for compliance and transactional advice.

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