Editorial: Corporate Governance

01 June 2007

Six years after the introduction of the Sarbanes Oxley Act in the US, corporate governance remains on the agenda in boardrooms across the world. Boards and directors look to their outside legal counsel to provide them with guidance, advice and representation. Our research has identified 293 individuals from 43 countries who should be considered to be experts in this field.

New York Stars

The United States is one of the most regulated business environments in the world, and as such there is a corresponding depth of expertise among its corporate lawyers. This is particularly true in New York, which is home to many of the most highly regarded firms and lawyers in the research. Wachtell Lipton Rosen & Katz leads the way in the state with seven inclusions in the final reckoning. An “absolutely phenomenal corporate firm”, it has been involved in transactions resulting in most of the landmark corporate governance decisions in Delaware, including the Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC and Omnicare cases. Founding partner Martin Lipton – described as “top of the tree” and “incredibly learned”– emerged among the elite practitioners in this field. Former counsel to the New York Stock Exchange Committee on Market Structure, Governance and Ownership, and counsel to, and member of, its Committee on Corporate Accountability and Listing Standards [corporate governance] in 2002, as well as former chairman of its legal advisory committee, he has “impeccable corporate credentials”. David Katz is “so smart it’s scary”, and is an adjunct professor at New York University School of Law, a senior professional Fellow at New York University Center for Law and Business, and an adjunct professor of Management at the Owen Graduate School of Management at Vanderbilt University in addition to being a partner at the firm. Andrew Brownstein’s high levels of expertise across a range of matters, including cross-border transactions, leveraged buy-outs, complex restructuring deals, proxy fights and takeover defence work, enable him to provide “practical and helpful governance advice”; and Richard Katcher is an “eminence grise”, known for his counselling of boards and non-management directors during crisis conditions as well as more general governance advice. Theodore Mirvis is “one of the finest lawyers in town” for corporate defence work, and is a “litigator of the highest order”. Patricia Vlahakis is “the source of superb counsel”, while the firm’s contingent is completed by the “impressive” Adam Emmerich, who was repeatedly recommended to our sources.

All five of Simpson Thacher & Bartlett LLP’s featured partners are based in New York. The firm’s corporate governance practice combines professionals from the corporate, litigation and executive compensation departments, and are “all but flawless” for corporate work, from giving advice to directors, through the establishment of documents, disclosure controls and procedures to the conducting of internal investigations and responding to SEC investigations. Chairman of the firm Richard Beattie is a “superlative practitioner”, known for M&A work including the merger of America Online and Time Warner, and the merger of JP Morgan Chase with Bank One, as well as his governance expertise. Global head of the firm’s Mergers & Acquisitions Practice Group Casey Cogut is included for his “incredible pedigree in this area”; he has represented adidas AG, Shinsei Bank and Wyeth in corporate matters. Robert Spatt is the co-chairman emeritus of the Tulane Corporate Law Institute and a “major player in this field”, and John Finley is similarly well regarded; he has served on the Committee on Securities Regulation of the New York State Bar Association and is a “major asset to the firm”. The fifth and final inclusion from Simpson Thacher is Michael Chepiga, a “talented litigator” who adds “another dimension to the firm’s corporate practice”.

Three of the six featured lawyers from Weil Gotshal & Manges LLP are based in New York. The firm is an acknowledged leader in the field, and has won the Who’s Who Legal Corporate Governance Law Firm of the Year Award every year since the award’s inception. The firm has a “stellar background in this area”, having advised the World Bank, the Organisation for Economic Cooperation and Development (OECD), the European Commission and various stock exchanges and regulatory bodies on governance issues. The firm is “well known and hugely respected, both nationally and internationally”, not only for its counsel to corporate boards and managers but also to public and private pension funds, mutual and investment funds and insurance companies on issues relating to their portfolio companies, as well as on their own internal governance.

At the head of the firm’s voting is Ira Millstein, winner of Who’s Who Legal’s individual corporate governance award for three consecutive years. An “absolute giant of New York law”, he has counselled numerous boards on issues of corporate governance, including the boards of General Motors, the California Public Employees’ Retirement System (CalPERS), Tyco International, The Walt Disney Co and the New York State Metropolitan Transportation Authority. Outside the firm, Millstein is the Senior Associate Dean for Corporate Governance and the Eugene F Williams Jr Visiting Professor in Competitive Enterprise and Strategy at the Yale School of Management, and is also the chairman emeritus of the Private Sector Advisory Group to the Global Corporate Governance Forum. Alongside him, Robert Todd Lang is considered an “expert in this field”. A former chair of the American Bar Association section of business law committee on corporate governance, he is recognised for his “encyclopaedic knowledge”. The “fantastic” Holly Gregory is a third “high profile” inclusion from the New York office. She has worked on various corporate governance projects for the OECD, the European Commission, the World Bank and the Securities and Exchange Commission, as well as corporate directors, trustees, managers and institutional investors on a range of issues.

The firm also has a presence elsewhere in the US. Norman Veasey appears from the Delaware office, and is well known nationally after serving a 12 year term as the chief justice of Delaware. Now a senior partner at Weil Gotshal, he was commended to researchers for his advice regarding the responsibilities of corporate directors in complex financial transactions and crisis management. The firm’s contingent is completed by two inclusions from the Dallas office. Mary Korby is a “major corporate player” in Texas, and Michael Saslaw was described to researchers as a “very savvy operator”.

Elsewhere in New York, the three lawyers from Cravath Swaine & Moore LLP were each repeatedly nominated. Richard Hall is an “exceptionally skilled corporate lawyer” known in particular for his governance work relating to transactions. The “great” Allen Finkelson appears alongside Hall in the higher reaches of the voting, as does Robert Joffe, who has recently returned to full time practice after serving as presiding partner for the firm from 1999 until the end of 2006.

Two Davis Polk & Wardwell partners from New York also made the grade. Head of the firm’s M&A practice George Bason is highly regarded for his corporate and securities law advice, while the “remarkable” Arthur Golden can bring his experience as a member of the board of directors of Emerson Electric and as a former director of NYSE-listed companies ESCO Electronics, Burns International Services and Allegiance to bear. Davis Polk also has a presence in California through the inclusion of Daniel Kelly. A founding partner of the Menlo Park office, he has served as the primary outside corporate counsel for clients such as E*Trade Financial, Westar Energy and El Paso Electric Company, advising the board and management on legal and compliance matters as well as on a range of transactions.

Delaware Dominance

Approximately half the country’s Fortune 500 corporations are incorporated in Delaware, and the state is home to some of the United States’ leading corporate governance firms. Chief among these is Richards Layton & Finger PA, with six partners featured. Jesse Finkelstein is known for his corporate governance advice and the representation of special and standing board committees, and corporate investigations. Former co-chair of the Tulane Corporate Law Institute, he is regarded as “quite brilliant” by his peers. Together with his colleague Franklin Balotti, Finkelstein co-authored The Delaware Law of Corporations and Business Organizations, which was described as “one of the definitive texts in this area”. Balotti has appeared in many of the leading cases defining the duties of directors under Delaware law, and is also described as the “go-to guy” for the conducting of internal corporate investigations. Mark Gentile “should certainly be included among the best”, while Donald Bussard is similarly well regarded. The “excellent” Gregory Varallo is the fifth inclusion from the firm, and Samuel Nolen completes a contingent bettered only by three other firms in the research.

Gilchrist Sparks leads a quintet from Morris Nichols Arsht & Tunnell LLP's Wilmington office. “One of the best of the best”, he appears among the elite in the research, and he is particularly well known for his litigation work on disputes relating to the governance of Delaware corporations. John Johnston stands out for his work relating the governance aspects of transactions, and is “incredibly knowledgeable regarding issues raised by stockholder initiatives”. Lewis Black is of counsel to the firm and former chairman of the Federal Regulation of Securities Committee of the ABA, while Kenneth Nachbar is recognised for both litigation and transactional work. Frederick Alexander is “very good on the deal side of things”.

Stateside Stars

The five lawyers from Skadden Arps Slate Meagher & Flom LLP are divided between three states. Roger Aaron, the senior partner in charge of all of Skadden Arps’s corporate practice areas, is a “dean of NY law” according to our sources. He is joined by Peter Atkins from the same office, who was praised for his counselling of the boards of Affiliated Computer Services, Enron Corporation, Kmart Corporation and McKesson Corporation responding to claims of accounting improprieties or corporate misconduct. Brian Mccarthy in California brings his previous experience as chief operating officer and general counsel at Pacific Capital Group to the table, while Charles Mulaney in Chicago has provided corporate and transactional advice to Abbott Laboratories, Northern Trust Corporation, Sara Lee Corporation and The Special Committee of the Board of Directors of Tribune Co. among others. Colleen Mahoney in DC heads the firm’s securities enforcement and compliance practice and “knows the SEC inside out”, having previously served as acting general counsel of the agency and as deputy director of the Division of Enforcement.

Three lawyers from Gibson Dunn & Crutcher LLP appear in this publication. John Olson completed a five year term as chairman of the ABA’s business law section’s committee on corporate governance, and was also a member of the Presidential Task Force on Corporate Responsibility, appointed by the president of the ABA. Possessor of a “dazzling legal mind”, he was the distinguished visiting practitioner in residence at Cornell Law School in Spring 2003 and is the Distinguished Visitor from Practice at Georgetown University Law Center. Also from the DC office, Amy Goodman brings 11 years’ experience of working at the SEC to the table, while Andrew Bogen appears from the Los Angeles office, where he has been a “leader in the field for a number of years”.

Two further US firms have a presence in this book that extends into Europe. Latham & Watkins LLP is recognised for its work relating to government investigations, securities compliance programmes and internal investigations. Four of its partners received sufficient nominations to appear in this book. Global co-chair of the firm’s M&A group Charles Nathan leads the way from the NY office, and was described as “hard to better” on the governance aspects of transactions and on securities regulation. Christopher Kaufman in California is “especially well versed” in this area, and has served as Chairman of the board of directors of the PRO Corporation and Rexall Corporation, as well as on the boards of directors of Exemplar Logic, Qantel Corporation, Internet Middleware Corporation and Applied Immuno- Sciences. Mark Gerstein is also global cochair of the M&A group, as well as a member of the ABA’s corporate governance committee, and he “has few peers among Chicago corporate lawyers” according to interviewees. The firm also gained a presence in Spain through the lateral hire of the “thoroughly impressive” José Luis Blanco from Cuatrecasas.

Sullivan & Cromwell LLP maintains a reputation as an “absolute top of the line corporate firm”, and contributes six of its partners to this book. Half are from the New York office, led by the “extraordinarily good” James Morphy. Co-chairman of the Tulane Corporate Law Institute, he is an “acknowledged authority on shareholder issues”. Senior partner in the firm’s M&A group Benjamin Stapleton also performed well, as did “litigation expert” John Warden. The fourth US inclusion is Alison Ressler in California, a “very strong practitioner” who “stands out from the field”. S&C also has an impressive presence in the French research. The work of Dominique Bompoint was described as “immaculate” by one respondent, while Gérard Mazet also drew admiring comment.

Magic Circle Excellence

The leading UK firm is Slaughter and May. The firm is regarded as “first rate” for corporate governance, including advising on investor protection committee guidelines, Listing Rule and Combined Code compliance, board structure, responsibilities of non-executive directors and corporate social responsibility. Slaughter and May is the only firm to have two individuals among the most highly regarded practitioners overall. Nigel Boardman is a “tremendous lawyer, he has everything”. Known for his work across a range of industries, including finance, energy and sport, Boardman is “one of the pillars of the London market”. Joining him in the elite group, as in the last edition, is Stephen Cooke. Head of the firm’s M&A practice, he numbers British Airways and Diageo among his clients and is regarded as “formidably good” by his peers. Senior partner of the firm Tim Clark also garnered many glowing recommendations, as did the “incredibly bright” William Underhill. Simon Robinson is an “authority on UK corporate governance”, and was also picked out for his international experience. The firm’s Hong Kong office provides two further inclusions, each appearing in the publication for the first time. Senior partner Richard Thornhill is an “invaluable source of reliable counsel”, while Benita Yu provides “in-depth knowledge of the Far East markets”.

Linklaters also has international representation in the following pages. In the London office, Richard Godden is “spectacularly smart”, commended for his knowledge of issues connected with general meetings, scrip dividend schemes and removal of directors. Matthew Middleditch has an “enviable reputation” for IPOs, transactions and general corporate work, while “everyone knows” David Cheyne, the most senior corporate lawyer at Linklaters. Steven Turnbull is the fourth and final inclusion from the UK capital, an “asset to any client”. Jean-Marie Nelissen Grade is well regarded in Belgium.

Allen & Overy’s four nominated partners hail from four countries across Europe. Alan Paul in London “has his finger on the pulse academically”, and is a member of the UK Takeover Panel’s rules committee. Hanschristoph Ihrig in Frankfurt is “definitely among the best in Germany”. A member of the German Bar Association’s standing committee on commercial law, he won praise for his recent representation of SAP AG in summary proceedings concerning stock corporation law. Steven Schuit gives the firm a presence in the Netherlands, and his expertise in the telecommunications and energy sectors was noted. Michael Liu features in the Hong Kong section. Freshfields Bruckhaus Deringer is the third firm to claim seven of its partners in this book, three apiece from England and Germany and one from Austria. In the former, Mark Rawlinson is an “absolute authority on corporate governance in the context of public M&A”. Barry O’Brien is the head of the firm’s corporate finance practice and counts GE, UPS and Mars among his clients, while co head of the firm’s worldwide financial institutions group William Lawes also features. In Germany, both corporate and private practice respondents held Axel Epe in high regard, and Ralph Wollburg joins him in the higher reaches of the research. Christian Decher from the Frankfurt office is featured for the first time, and the firm’s joint managing partner for Central and Eastern Europe Willibald Plesser is once again included in Austria.

Europe and Beyond

Hengeler Mueller’s four listed partners makes it the best represented firm in Germany. Maximilian Schiessl is former chairman of Committee G ‘corporate and M&A’ of the International Bar Association and “stands comparison with any corporate lawyer in the country”. Oleg de Lousanoff is a “big name” in Frankfurt, recognised as an authority on limited liability companies. Michael Hoffmann-Becking is chairman of the commercial law committee of the German Law Association and “widely recognised as a leader”, while Gerd Krieger was described as the “top dog” by one local source. There are three inclusions from the Stuttgart office of Gleiss Lutz. Gerhard Wegen is “much admired”, as is Gerhard Wirth, while Bodo Riegger is regarded as “the grand old man of German corporate law”.

Another firm to prosper in the European research is De Brauw Blackstone Westbroek in the Netherlands. Jaap Winter is “without doubt among the best in the land”, and his CV includes his roles as chairman of the EU High Level Group of Company Law Experts, a member of the Dutch Corporate Governance Committee and a member of the European Corporate Governance Forum set up by the EU Commission. Sjoerd Eisma is a non-executive director of various commercial, cultural and academic institutions and offers a “wealth of experience”, and Bernard Roelvink completes De Brauw’s trio. Over in France, Bredin Prat is the only firm to gain three nominations, and “stands alone as the best corporate law firm in the country”. All three were heavily nominated and sit at the top of the French research. Jean-François Prat’s “depth of experience is practically unrivalled”, and Didier Martin and Sébastien Prat are similarly revered.

Roschier, Attorneys Ltd can also claim three representatives. Senior partner Tomas Lindholm is a “perennial favourite among major clients”, and his expertise regarding shareholders was commented upon. Carita Wallgren-Lindholm is also included from the Helsinki office, while Axel Calissendorff appears in the higher reaches of the Swedish research.

Further afield, the South American research identifies further outstanding individuals. Héctor Mairal at Marval O’Farrell & Mairal in Buenos Aires is a “corporate colossus”, and “without question one of the leading figures in the Argentine legal world”. He has a background in government having worked for the department of foreign investment promotion in the Ministry of Economy and in the National Directorate of Foreign Commerce. He is also head professor of the administrative law chair at the University of Buenos Aires. Pinheiro Neto Advogados is the top firm in Brazil, and the only one to achieve three listings. Antonio Mendes “stands out from the crowd”, while Carlos Alberto Moreira Lima is a “very strong candidate”, and Fernando Alves Meira is also highly rated. In Mexico, both founding partners of Galicia y Robles SC polled strongly. Manuel Galicia was recognised as “top of the range” – his expertise in corporate restructurings was noted – and Rafael Robles Miaja is a member and secretary of the board of directors of several companies.

Further north, three firms provide two partners in the Canadian research. Stikeman Elliott LLP “does huge amounts of work in this area”, and William Braithwaite is former head of the firm’s corporate group. He serves on the board of directors of Computershare Trust Company of Canada and Canadian Trading and Quotation System, and is a past chairman of the advisory committee of the Ontario Securities Commission. His colleague in the Toronto office Marvin Yontef is similarly experienced and highly regarded. Clay Horner’s “remarkable reputation goes before him” as one of the finest corporate lawyers in Canada, and his colleague at Osler Hoskin & Harcourt LLP Brian Levitt was praised for his counselling of Canadian corporations on compliance with the corporate governance and other requirements of the Sarbanes-Oxley Act, as well as the effects of the Act and other US securities issues in Canada. Carol Hansell at Davies Ward Phillips & Vineberg LLP was recognised as a “pre-eminent expert in this field”. She served as vice chair and director of the Institute of Corporate Directors and is co-chair of the International Subcommittee of the Corporate Governance Committee at the ABA – “few if any can match her in this field” in the view of our sources. William Ainley from the same office also attracted admiring comment for his governance work related to transactions.

Mallesons Stephen Jaques is the only firm with three partners featured in Australia. David Friedlander was praised both for his domestic work, and for his expertise relating to the Hong Kong and China. Alison Lansley “knows as much as anyone about Australian corporate governance”, and is chair of the firm’s corporate governance group, and is also chair of the Markets Policy Group and the Ethics Committee of the Securities Institute of Australia. Stephen Minns, co-head of the national mergers and acquisitions group, is also featured from the Melbourne office.

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