Most Highly Regarded Firms: Illinois 2006 - Corporate Governance

With the aftershocks of the Sarbanes-Oxley Act still being felt in boardrooms across America, governance issues continue to occupy the minds of company directors and officers.

They rely on the advice of their outside counsel to ensure that their companies and they themselves remain compliant with the regulations. This chapter identifies lawyers with proven track records in advising boards of directors of listed companies and substantial privately held entities with respect to the most difficult and sensitive corporate disclosure, governance and policy issues, as well as counselling on how best to deal with new laws, regulations, stock exchange rules and governance principles. Also, the lawyers in this chapter will often counsel corporations on issues that arise both in routine operations and in extraordinary transactions such as mergers, acquisitions, restructurings, divestitures and recapitalisations.

Inevitably, the firms with the largest corporate practices are the ones best positioned to offer counsel and training, and the majority of those in this chapter also appear in the publication as leaders in other fields of corporate law. Overall, the research has identified 17 lawyers across the state who can be relied upon to provide the very highest levels of service in this area.

Mayer Brown Rowe & Maw LLP has the largest contingent in this chapter with four featured experts. Frederick Thomas combines his “tremendously strong” transactional practice with “clear, insightful and practical advice” to committees, directors and management, and numbers AT&T, Capital One Financial Corporation, Dynegy, Marconi, United Stationers, WW Grainger and Yum! Brands among his clients. Edward Schneidman is well-known for his real estate expertise, and co-practice leader of the corporate and securities department Scott Davis is seen as “one of the best governance guys in town”. Davis is specifically recommended for his experience in conflicts between shareholder and directors or officers. The firm’s fourth inclusion is Robert Helman, “one of the best known and most respected names in the business”. He is currently acting as independent counsel, primarily on governance matters, to the board of directors of Commonwealth Edison Company, one of the largest electric utilities in the United States.

Two firms both find three of their lawyers in this chapter. Sidley Austin LLP’s “formidable corporate practice” was highlighted by a number of interviewees – all three of its representatives are listed among Illinois’s top M&A lawyers. At the head is Thomas Cole, “one of the deans of the Illinois bar” and chair of the firm’s executive committee. With practical experience acting as special counsel to the boards of clients such as Prudential Insurance and Zenith Electronics, Cole has “a depth of knowledge about the challenges facing boards in today’s climate that is practically unrivalled”. He is also recognised for his five-year tenure teaching the subject at the University of Chicago Law School. His position as a member of the board of that academic institution, as well as similar positions at the Ravinia Festival and Northwestern Memorial Hospital, make him “uniquely well-qualified” in this field, as does experience earned as a member of the legal advisory committee to the board of the New York Stock Exchange. Sidley’s second featured partner is Frederick Lowinger, Cole’s colleague on the firm’s executive committee and head of the Chicago office’s corporate group. He was recommended to researchers, in particular, for his governance work on issues arising from transactions, and he was described as “so smart it’s scary”. Completing the firm’s contingent is Paul Choi, an “acknowledged authority on Sarbox” who was consistently recommended for his securities related expertise as well as directors’ duties and audit committee best practices.

Skadden Arps Slate Meagher & Flom LLP is another “corporate powerhouse” offering advice in governance matters, corporate compliance programmes and government enforcement litigation. Charles Mulaney leads the Skadden voting in this chapter. A “phenomenal lawyer”, he is considered to be “top of the heap” by his peers. He has served on the faculty of institutes for public company directors at the business schools of the University of Chicago, Duke University and Northwestern University and is well-known to interviewees for his representation of directors in internal investigations in particular. His colleague William Kunkel joins him in both the corporate governance and M&A chapters and is said to be “tremendously knowledgeable across the whole range of corporate disciplines”. Kirkland & Ellis LLP’s Carter Emerson is also listed in other chapters – M&A and Capital Markets. A “well-recognised authority”, in particular on the impact of governance reforms on executive pay and compensation committees, Emerson is seen to be “very good on the governance aspects of restructurings”. Scott Falk joins him in these pages, and is recommended to researchers as a “perennially reliable source of advice regarding transactional governance matters”.

Six other law firms are represented in this chapter. Gardner Carton & Douglas LLP is home to George McKann, a “one of the most accomplished corporate lawyers in Chicago”. He is known to his peers for his “impressive” work on behalf of McDonald’s Corporation, for whom he completed a corporate-wide compliance review in 2005, an undertaking which included interviewing over 25 executives and in-house lawyers, giving him an insight into the governance issues faced by major international corporations. Another lawyer with links to McDonald’s is Donald Lubin of Sonnenschein Nath & Rosenthal LLP. “Extremely well regarded” in the local market, Lubin is a senior director of McDonald’s and has been a member of its executive committee and chairman of its governance committee, among other roles. In addition, he has represented a range of committees of independent directors including Aon, Focal Communications and William Wrigley.

Elsewhere, Robert Wall of Winston & Strawn LLP received sufficient nominations to be included, as he did in the M&A and Capital Markets research. A member of the board of editors of the Bank and Corporate Governance Law Reporter, he was described to researchers as “one of the strongest names in the business”. The “highly regarded” Grant Bagan gives McDermott Will & Emery LLP a presence in this chapter, and is well known for his representation of public companies in internal investigations related to accounting irregularities as well as advising them in respect to SEC matters. Mark Gerstein is global co-chair of Latham & Watkins LLP’s M&A group, as well as a member of the American Bar Association’s corporate governance committee, and he “has few peers among Chicago corporate lawyers” according to interviewees.

Last but certainly not least, Herbert Wander of Katten Muchin Rosenman LLP was the most highly nominated governance expert in the research and “one of the giants of the bar: very smart and very, very good”. In late 2004, he was appointed by SEC chairman William Donaldson to be the co-chair of an advisory committee to the SEC to examine the impact of the Sarbanes-Oxley Act on smaller public companies, and he is also a former member of the Legal Advisory Committee to the National Association of Securities Dealers. In addition, Wander serves as a member of the Legal Advisory Committee to the New York Stock Exchange Board of Governors and is a member of its corporate governance subcommittee.

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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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