Most Highly Regarded Firms: Illinois 2006 - Mergers & Acquisitions

Although Chicago cannot rival New York as the United States’ M&A capital, it is still the scene of a large volume of transactional activity. In addition, the vigorous private equity market means several experts that represent private equity groups in transactional matters force their way into this chapter.

The Chicago offices of several international firms wield impressive M&A capability. Sidley Austin LLP is home to a number of the most highly respected figures in Illinois and is well regarded across the spectrum of transactional work, able to give advice “of the highest quality” on divestitures, leveraged buyouts, spinoffs, issuer and third-party tender or exchange offers. The firm has a “formidable corporate practice” – three of the four Sidley lawyers in this chapter are also among the leading corporate governance experts in the state – led by “senior statesman” Thomas Cole. A “huge presence” in the local market, Cole has been involved in several public company mergers valued at over US$1 billion, including Tellabs/AFC, IMC/Cargill, Williams/Barrett, Kimberly-Clark/Scott Paper and Monsanto/DeKalb Genetics. Frederick Lowinger is head of the firm’s corporate practice, and has “been doing tons of business recently”, having worked on the pending spin-off by First Data Corporation of Western Union, the US$4 billion sale of West Corporation to TH Lee and Quadrangle, the US$3.2 billion sale of Maverick Tube to Tenaris, the US$600 million sale by Sara Lee of the direct selling business to Tupperware and the investment by Clayton Dubilier & Rice in professional beauty supply distribution business; a US$3 billion transaction. 

From the same office, Paul Choi is a “tenacious and effective counsel”, known for his work for First Data Corporation on its US$7 billion acquisition of Concord EFS. He also led Sidley’s representation of KPMG LLP’s spin-off of its global management and information technology consulting business, and is highly respected in the industry for his role in representing Conseco in its US$7.6 billion acquisition of Green Tree Financial Corporation. The fourth and final inclusion from Sidley is Imad Qasim, who is known for his work in public company mergers in particular, such as the acquisition of Advanced Fibre Communications by Tellabs, Kimberly Clark’s acquisition of Tecnol Medical Products, the acquisition of Mark Twain Bancshares by Mercantile Bancorporation and the acquisition by Concord EFS of Star Systems and Electronic Payment Services. These lawyers make the firm “difficult to beat for this kind of work”, and Sidley was summed up by one source as “one of the best corporate firms around – has been for a long time and will continue to be into the future.” 

Kirkland & Ellis LLP’s “dynamite funds practice” contributes to a “very strong” transactional presence, and the firm leads the field with five nominees, more than any other in the state. Jack Levin is considered to be “the dean” and was described as “probably the biggest name in town”. The “godfather of private equity”, received a large number of nominations for his transactional practice and his “encyclopaedic knowledge of the tax issues of acquisitive transactions”, and is also known throughout the community for his “influential” treatise Mergers, Acquisitions, and Buyouts, co-authored with Professor Martin Ginsberg. The firm’s other featured partners include Carter Emerson, fêted for his “big company M&A work” such as the LBO of Tuesday Morning by Madison Dearborn, the sale of Metromail Corporation to GUS and Dean Foods’ merger with Suiza. Scott Falk is rated as “pre-eminent among the new generation of M&A players” and has recently led the team advising UbiquiTel Inc in its acquisition by Sprint Nextel Corp for approximately US$1.3 billion. Falk is also part of the team advising General Motors Corp in the US$14 billion sale of its financial arm to a group led by Cerberus Capital Management LP. Kevin Evanich is seen to be an “absolutely first-class lawyer for leveraged acquisition work” while Jeffrey Hammes completes Kirkland’s quintet and was described as a “key guy in this field”. Since the beginning of 2005 Hammes has been involved in Golden Gate Capital’s US$1.5 billion acquisition of SSA Global Technologies, US$1 billion acquisition of Geac Computer Corporation and acquisition of Aspect Communications Corporation for the same amount, as well as Bain Capital’s US$3 billion acquisition of Texas Instruments’ Sensors and Controls business and their going-private acquisition of Toys ‘R’ Us for US$7.5 billion and acquisition of Warner Chilcott for US$3.1 billion.

Skadden Arps Slate Meagher & Flom LLP is another highly regarded firm in this area; “They do a terrific job on M&A work, and have ample, well-trained resources,” said one source. “They get the deal done,” surmised another. Charles Mulaney was praised from the rooftops – variously described as “an amazing lawyer” and “absolutely outstanding across all areas of M&A work” by his peers. He was recommended for acquisition work including the representation of Guidant Corporation in its acquisition by Boston Scientific Corporation for US$27 billion and Scientific-Atlanta Corporation in its US$7 billion acquisition by Cisco Systems, as well as merger work such as Ameritech Corporation’s US$60 billion merger with SBC Communications and Waste Management’s US$14 billion merger with USA Waste Services. William Kunkel was also placed “among the best in the Midwest” by his peers, who spoke in admiring terms of his international and domestic practice. In recent years, he has represented Wrigley in its acquisition of Lifesavers, Altoids and other confectionery brands from Kraft Foods Inc; General Binding Corporation in the spin-off of ACCO World Corporation from Fortune Brands Inc, and the subsequent merger of ACCO and General Binding Corporation, among many others. Skadden’s third lawyer in these pages is another “prominent figure in this area”, Peter Krupp. Especially well known for his work representing private equity funds in transactional matters, he was involved in Brera Capital Partners LLC’s acquisition of Home Buyers Warranty Corporation; Goense Bounds & Partners’ sale and restructuring of USA Media Group and Lake Capital Partners & Partners’ sale of Lighthouse Holdings Inc to Cordiant Communications Group. 

Mayer Brown Rowe & Maw LLP is the second firm with three partners listed in this chapter. Co-leader of the corporate and securities department Scott Davis was picked out by interviewees – “you see him a lot on deals” – and he has recently represented Chemtura in its stock-for-stock merger with Great Lakes Chemical (estimated equity value US$1.5 billion), as well as Devon Energy in a series of transactions, including its stock-for-stock merger with Ocean Energy, its acquisition of Mitchell Energy & Development and its US$3.5 billion acquisition of Anderson Exploration. Additionally, Davis has represented George Weston in its US$1.765 billion acquisition of Bestfoods Baking, and Dow Chemical in the merger in which Union Carbide became Dow’s subsidiary, with an estimated equity value of US$9.3 billion. His colleague Frederick Thomas is a “very sharp operator”, known for his representation of Marconi Corporation on the US aspects of the £1.2 billion sale of its telecommunications equipment and international services business to Ericsson. He also represented Sterling Commerce, a subsidiary of AT&T, in its acquisition of Nistevo Corporation and has a client list that includes AT&T, Capital One Financial Corporation, Dynegy and Marconi. The last lawyer from the firm we feature is Edward Best. Recognised elsewhere in this publication for his capital markets expertise, he also “brings in a lot of business” for the firm, and is recommended for his “impressive work right across the spectrum of M&A matters”. 

Only one other firm in the research gets more than one lawyer in the final listing. McDermott Will & Emery LLP’s Helen Friedli is “eminently capable” and has “carved out an impressive domestic and cross-border practice”. In the last year, she has represented X-Rite in its acquisition of Amazys Holding, a Swiss public company, through a public offer in Switzerland. She has also represented Robertson-Ceco Corporation in its sale to NCI Industries and Actuant Corporation in its acquistions of Key Components, Hydratight Sweeney, Hedley Purvis, DL Ricci and Precision Surelock. Her colleague Timothy Bryant is also included in the chapter and is known to be “very strong for private equity transactional work”. 

Several firms are represented by a sole partner. The “legendary” Herbert Wander of Katten Muchin Rosenman LLP, also featuring in our capital markets and corporate governance research, is “one of Illinois’s senior statesmen in corporate law”. Similarly “well-known and well-respected” is Robert Wall of Winston & Strawn LLP, who also appears in the same three chapters. With experience of 110 publicly disclosed M&A transactions, Wall was strongly recommended for representation of investment banks. 

Mark Gerstein is global co-chair of Latham & Watkins LLP’s M&A group, and “has been at the top of the tree for quite some time”. With experience of representing numerous public and private companies, including Bally Total Fitness Corporation, Georgia-Pacific Corporation, and Sears Roebuck and Co, as well as lenders and financial advisers such as Bear Stearns & Co, Credit Suisse First Boston, Merrill Lynch & Co, UBS and William Blair & Co in financial and strategic acquisitions, Gerstein is an “outstanding lawyer, nationally prominent in the field and incredibly active”. Joseph Gromacki was described as the “best M&A lawyer” at Jenner & Block LLP and is predominantly known for his M&A work for General Motors – “What a client to have!” commented one source. Among many matters, he represented GM in the 2003 split-off of Hughes Electronics from GM and the subsequent acquisition by News Corporation of 34 per cent of Hughes for US$6.6 billion, as well as GM’s 2004 sale of US$911 million of News Corporation preferred ADSs in an underwritten public offering. 

Schiff Hardin LLP’s Robert Minkus is included – an “expert in both corporate and securities matters” – and is known for his recent work representing NiSource in its acquisition of Columbia Energy Group, as well as his representation of Amsted Industries in a number of transactions and Northern Trust in acquisition work. The remaining nominee in this chapter is Neal Aizenstein, the “main man” at Sonnenschein Nath & Rosenthal LLP. Recognised for his representation of Experian Holdings in connection with various public and private mergers and stock and asset acquisitions, such as LowerMyBills and Pricegrabber.com, he is “well-worth a place on a list of the best in town”.

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Nominees have been selected based upon comprehensive, independent survey work with both general counsel and private practice lawyers worldwide. Only specialists who have met independent international research criteria are listed.

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