Editorial: Corporate Governance in California

01 August 2007

The largest corporate law firms in California are unsurprisingly the best represented in this chapter, and in most cases the individuals we identify are also recognised elsewhere in this publication as experts in related fields of law. 

Richard Climan is head of Cooley Godward Kronish LLP’s M&A practice group – he also appears in our chapter on merger and acquisition specialists – and he is recognised as a “first-rate corporate lawyer” by his peers. His knowledge of the governance ramifications of major transactions is well known, and there is “no one better in California for corporate work” in the eyes of at least one of our sources. Climan is joined by Stephen Neal, chairman and CEO of the firm. “Phenomenal” in this field, Neal is particularly well known for his work on behalf of special committees of boards in internal investigations and general governance, fiduciary duties and conflict of interest matters. He has represented the boards of General Motors and Nvidia in various related matters, and is also renowned for his handling of SEC investigations for corporations and individuals. In addition, he is a “first-class litigator” and one of the most highly regarded figures in the research overall. 

The two nominees from DLA Piper US LLP are both based in the Silicon Valley office. Henry Lesser is a “seasoned veteran” and a “great lawyer” with a very high profile in this area, due in part to his tenure as co-chair of the American Bar Association business law section, committee on corporate governance, guidelines subcommittee. Lesser also appears in the M&A chapter – his governance work in transactions was commented upon favourably – and he acts as general counsel for The Global FoodBanking Network. His partner at the firm also appears in both chapters. Diane Holt Frankle is co-chair of the M&A practice group and “known to be a high-quality individual”. While receiving many accolades for her transactional work, she was also known for her advice to clients on executive compensation, disclosure obligations and insider trading compliance issues. Kenneth Heitz of Irell & Manella LLP also maintains a strong reputation in this area, for his counselling and litigation work. Well known for his representation of audit committees, including the Terex Audit Committee, he also has “the inside track” – having chaired the compensation committee of an NYSE corporation, and remaining on the board there. Also from the Los Angeles office, Alvin Segel is also a “definite for inclusion on any list of the best”. 

Christopher Kaufman is based in Latham & Watkins LLP’s Menlo Park office, and was described to researchers as a “tremendous expert across a range of fields”. One of an elite group of lawyers featuring in three chapters in this book, he is former chairman of the board of directors of the PRO Corporation and Rexall, and was also on the boards of Exemplar Logic, Qantel, Internet Middleware and Applied ImmunoSciences. His colleague Charles Ruck also appears in three areas – like Kaufman he is considered an expert in M&A and capital markets work, as well as corporate governance – and one client commented that “he always does an exceptional job.” 

O’Melveny & Myers LLP is the fifth firm to achieve more than one listing in this chapter. David Krinsky is “very, very good – I would hire him automatically,” one source enthused. He is on the boards of directors and compensation and audit committees of two NYSE companies, and he is also general outside counsel to several public companies. Still at O’Melveny, “boards look to Fred McLane a lot,” we are told. Of counsel to the firm’s Los Angeles office, his advice to directors in the course of transactions impressed his fellow nominees. 

Larry Sonsini is chairman of Wilson Sonsini Goodrich & Rosati and “the dean of the California bar”. Based in Palo Alto, “he knows more about technology clients than anyone else,” and features in three chapters in this book. He is currently chairman of the New York Stock Exchange’s regulation, enforcement and listing standards committee and chairman of its legal advisory committee, as well as being a member of the advisory boards of Silicon Valley Bank and NASD, he is “a given on any list of the best”. 

Ronald Olson of Munger Tolles & Olson LLP is a “very eminent figure” in this field, and is also considered one of California’s leading commercial litigators. He has represented the board of trustees of the Getty Trust in governance matters, and is a director of several companies, including Edison International and The Washington Post. Daniel Kelly is founding partner of Davis Polk & Wardwell’s Menlo Park office and a “fine corporate governance lawyer”. The primary outside corporate counsel for clients such as E*Trade Financial, Westar Energy and El Paso Electric, he is highly rated for his corporate counselling, and is also known for his work on debt offerings; he appears in the capital markets chapter of this publication too. 

Skadden Arps Slate Meagher & Flom LLP is one of the leading corporate firms in the US, so it comes as no surprise to find one of their partners in this chapter. Brian McCarthy is an “outstanding lawyer”, who maintains an “excellent reputation” that earns him a place in both our M&A and corporate governance chapters. Formerly chief operating officer and general counsel at Pacific Capital, McCarthy is among the most heavily nominated individuals in the research. 

Alison Ressler at Sullivan & Cromwell LLP is a “very strong candidate” and, like McCarthy and several other featured individuals in this chapter, she also appears among the leading M&A lawyers in the state. Based in the Los Angeles office and responsible for the firm’s Californian practice, she is a “source of high-quality, practical and commercially minded advice” and is highly rated by her peers. 

Richard Koppes is of counsel to Jones Day’s San Francisco office, and a “very wellregarded expert in this field”. He can count corporations such as Pfizer, Kodak, ChevronTexaco and IBM among his clients in this field, and is known state and nationwide as former deputy executive officer and general counsel of the California Public Employees’ Retirement System (CalPERS), where he was responsible for corporate governance. He has a “depth of knowledge in this area that is all but unrivalled”, and he is a member of the board of directors of Apria Healthcare and Valeant Pharmaceuticals International, as well as having taught corporate governance at Stanford University Law School. 

Andrew Bogen of Gibson Dunn & Crutcher LLP is “truly a leader in this field”. Also recognised by his peers and this publication as an expert in merger and acquisition law, he is well known for his counsel to independent committees of the board of directors in ‘going private’ transactions. At Morrison & Foerster LLP, Bruce Mann is rated as a “trusted adviser” to his clients, and carries an “exceptional reputation”. He has advised committees of independent directors at a range of clients, including Seagram, Federal Express and Maytag, and he recently counselled a major airline regarding a board-level dispute over governance.

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