Most Highly Regarded Firms: Illinois 2006 - Capital Markets

The 24 lawyers in this chapter have a proven track record in representing and advising issuers, underwriters, investment banks, funds, REITs and other market participants on all aspects of equity and debt transactions, both locally and around the world. Many have experience of advising on IPOs, secondary offerings and other equity issuances, as well as debt offerings, structured products, repackagings,derivatives and securitisations. Furthermore, many are able to give clients the benefit of in-depth knowledge of the compliance and regulatory obligations of market participants.

The Illinois offices of several leading firms make an impact on this chapter. Chief among these is Mayer Brown Rowe & Maw LLP. The firm fields seven partners in this chapter – more than any other – as well as the most highly nominated lawyer in the field, Jason Kravitt. Dividing his time between New York, the centre of US capital markets activity, and the Chicago office, he is said to have “pioneered the concept of securitisation”. He was responsible for the first partially enhanced, multi-seller, asset-backed commercial paper vehicle in 1989 as well as the first collateralised loan obligation, in 1988. The founder of the firm’s securitisation practice, Kravitt is an “undoubted industry leader” and an “influential figure on the regulatory side”. Co-head of the practice Stuart Litwin also received multiple recommendations and was said to be a “guru” in the area of auto loans in particular, known for his recent work advising a syndicate of banks led by West LB and BNP Paribas on the securitisation of €1 billion German auto-loan receivables originated by Volkswagen Bank through the German-based securitisation SPV Driver Two GmbH. Also recommended for auto-lease and equipment-lease work, he is said to have an “inexhaustible wealth of knowledge”. 

Another inclusion from the firm’s Chicago office is Edward Best – “aptly named as he’s one of the best in town”, according to one interviewee. A “stand-out debt and equity lawyer”, Best was recommended for his work for issuers, underwriters and selling stockholders in both public and private offerings. George Pecoulas is seen as the “go-to guy for conduits” and a “star in the making”, while Mary Fontaine was described by one of her colleagues as “the smartest lawyer we have” and is “strong on complex structured products, and CDOs in particular”. Her colleague Elizabeth Raymond is “impressively fluent across a range of disciplines”, and acts for issuers and underwriters on public and private offerings. Mayer Brown’s final inclusion is “the incredibly versatile” Robert Hugi. Interviewees recognised his “outstanding creditcard related work”, and his profile was further raised through his ongoing representation of the American Securitization Forum and other industry groups in commenting on various accounting and bank regulatory proposals. 

Sidley Austin LLP’s corporate practice bears comparison with any other firm in the state, with a prestigious recent track record including acting for MBIA and Amback in Hertz’s issuance of US$5.8 billion in notes backed by rental car fleet leases, and has also represented Barclays Capital and advised Merrill Lynch in recent years. The firm has five specialists in this chapter. Described by one interviewee as “the top firm in Chicago for derivatives work”, the team is led by the co-head of the firm’s global securitisation and structured finance practice group Thomas Albrecht. An “extremely effective competitor”, he has been involved in the creation or restructuring of nearly 20 multi-seller commercial paper and medium-term note conduits, both in the US and abroad. In addition, he was hailed for his securitisation knowledge across a wide spectrum of asset classes, including trade receivables, credit cards, automobile loans and motor vehicle leases. Alongside him in the higher echelons of the voting is Perry Shwachman, recommended in particular for his work on behalf of insurance companies in securities matters and permissible investment activities, and the “consistently impressive” Kevin Hochberg

Gary Stern is head of the banking and securitisation group in Chicago – he is also to be found in the Banking chapter of this publication as one of the leading lawyers in that field – and he was praised for the quality of his securitisation and structured-finance work both at home and abroad. Stern was especially well-known for his “innovative and impressive” work using commercial paper conduits for asset classes such as film distribution revenues, and sports related revenues. The final Sidley Austin lawyer to feature in this chapter is Thomas Brown, a “phenomenally talented lawyer” known for the international dimension to his securitisation practice, as well as for his conduit-related work. 

Several other firms contribute more than one partner to the following chapter. Kirkland and Ellis LLP is an “expanding presence in Chicago in this field”, and Kenneth Morrison is developing a “stellar reputation”. He has represented General Motors Acceptance Corporation in multiple offerings totalling over US$100 billion of asset-backed notes, owner trust certificates and grantor trust certificates backed by pools of retail automobile loan receivables and dealer floorplan receivables, and was also recommended for his work for the same client in the agreement to sell US$55 billion of retail auto-loan contracts to Bank of America. Alongside him is his colleague Carter Emerson, “well-established in the top tier” with experience of 12 IPOs and many other securities offerings, including one for New Zealand Telecom. 

Acknowledged New York powerhouse Skadden Arps Slate Meagher & Flom LLP also has a strong profile in Chicago for this type of work. The “eminent” Randall Rademaker was the object of much admiration, and he is well-known for his work for JPMorgan Chase Bank, including a US$400 million securitisation of consumer loans and related loan portfolios and a US$2.7 billion securitisation of telephone receivables. rodd schreiber is a “major player” having represented Chicago Mercantile Exchange Holdings, LaSalle Partners and Prism Financial in their IPOs and Playboy Enterprises in a US$115 million senior secured note offering. He is also known for his work on behalf of underwriters, and has worked with Credit Suisse First Boston, Merrill Lynch, Lehman Brothers, Morgan Stanley and other investment banking firms as managing underwriters or placement agents in over 30 equity offerings across a range of industries. 

Winston & Strawn LLP is home to “one of the giants of the Chicago legal scene” in Robert Wall, and he is included in three chapters in this publication. With more than 95 public offerings he is a “leader in the field”, and his colleague David Galainena is head of the firm’s finance group and was singled out for his CDO and CLO work in particular. Sources spoke admiringly of his work on Harley-Davidson Financial Service’s US$4 billion shelf transaction, NewStar Financial’s CLO transaction, Citigroup Capital Market’s structuring of Chicago Asset Funding’s ABS-backed medium term note transaction and GE Asset Management’s initial CLO transaction. 

Six other firms contribute a single partner to this chapter respectively. Like the aforementioned Carter Emerson and Robert Wall, Herbert Wander also features in three separate chapters and was described as “an excellent securities lawyer” – “he is distinguished by a record of long-standing excellence in this area” according to one of the lawyers we spoke to. Joseph Gromacki gives Jenner & Block LLP a presence in the research, the co-chair of the firm’s corporate practice and securities practice was recommended for his work on behalf of General Motors in some of the world’s largest public offerings of equity securities, including the 2000 exchange offer of US$9 billion of GM’s Class H common stock, and his earlier work on the US$1.7 billion IPO of Delphi Automotive Systems and the more recent US$200 million IPO of CBOT Holdings (the holding company for the Chicago Board of Trade). 

Timothy Melton is co-head of the capital markets practice at Jones Day, and is in charge of the US side of the practice. Sources recommended him for his work for ABN AMRO Rothschild, Goldman Sachs International, Jefferies & Company, Macquarie Bank and Merrill Lynch on a US$160.8 million IPO by Patni Computer Systems. Christopher Lueking of Latham & Watkins LLP is also included, recommended as a “first-class underwriters counsel” to clients including Goldman Sachs, UBS Investment Bank, Merrill Lynch and Credit Suisse First Boston, and he was also recommended for his public offering work for clients such as IDEX Corporation and Nicor. Over at McDermott Will & Emery LLP, Thomas Murphy is said to be a “consistently brilliant performer”, and the firm has represented underwriters or issuers in public securities offerings across a range of industries, including those of New York Mortgage Trust and R2C Corporation. Finally, Sonnenschein Nath & Rosenthal LLP is represented through Michael Froy. Chair of the firm’s corporate and securities practice group and “immensely knowledgeable in this field”, he represented the underwriters in the public offerings of Newell Rubbermaid, Dynamex and Rural Metro, among others.

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