Project finance

International arbitration

Stolt-Nielsen then retained White & Case to represent it against the DOJ. The Firm took the unprecedented step of suing the DOJ for breach of contract, something that had never been done before by a private company. This was considered to be a highly risky move, but one that paid off. The White & Case team, led by Gidley and Chris Curran, first won an injunction against criminal prosecution by the antitrust division of the DOJ in January 2005—also the first time that had ever happened—and though the injunction was ultimately set aside on appeal, it provided breathing space for Stolt-Nielsen to recover from its financial difficulties and for the White & Case team to assemble evidence undermining the veracity of the DOJ witnesses. In preparation for the trial, the Firm conducted over 2,000 witness interviews in 24 countries. On November 30, 2007, after a three-week criminal trial, the federal district court in Philadelphia ruled that Stolt-Nielsen’s amnesty agreement should be upheld, held that the DOJ had not followed due process and dismissed the indictment. This was the first time that an amnesty agreement had been upheld in a court and the first time anywhere in the world that a court enforced an antitrust amnesty promise against an antitrust agency—and there are more than 50 countries with antitrust amnesty programs modeled after the U.S. program. Gidley’s verdict is that Stolt-Nielsen “was probably the biggest victory in the history of our practice and set an international precedent for due process in government antitrust cases.” The favorable outcome was also of critical importance to Stolt-Nielsen because, apart from the criminal fines and imprisonment the company and its officers faced, the win helped Stolt-Nielsen defeat parallel government probes in Europe and elsewhere. Private cases were defeated in a major 2010 U.S. Supreme Court case. Over the years, the Firm’s antitrust team became known as one that could try class-action and individual-claimant cases involving price fixing and any other antitrust issue, and obtain merger clearances from the DOJ and FTC, in almost any industry. In one of these cases, a team of the Firm’s lawyers led by Chris Curran successfully defended Toshiba Corporation in a high-profile jury trial concerning alleged price fixing in respect of liquid-crystal displays, the flat panel displays found in televisions, phones, laptops and computer monitors. The six-week trial, which began in May 2012, was a class action against Toshiba, with all other defendants having settled before trial. The jury, after deliberating for less than a day, found in favor of Toshiba in a verdict producing no awardable damages. The strategy of the Firm’s antitrust team for Toshiba to go to trial as “the last man standing” was a bold one to adopt—but very successful in this case—because of the perception by many that a defendant should not risk a trial if most of the other defendants have settled.

Antitrust

On the merger clearance front, during the downsizing of the U.S. military in the late 1990s, the Firm represented Raytheon in its acquisition of Hughes Electronics, which combined two defense contractors specializing in missiles and “star wars” defense. The Firm has also obtained clearances for many transnational mergers, including in the past 20 years the U.S. clearances for all of Dutch company Ahold’s acquisitions of U.S. supermarket chains, such as Stop & Shop and Giant Food. The Firm assisted Mexican bread conglomerate Grupo Bimbo in transactions that increased the company’s presence in the United States, including its acquisitions of Sara Lee and Weston’s. The Firm represented Ireland-based Warner Chilcott in obtaining FTC and non-U.S. clearances for its October 2013 acquisition by Swiss-based Actavis in a stock-for-stock deal valued at about $8.5 billion, creating the third-largest U.S. and global pharmaceutical company. The Firm’s Washington, D.C. office worked on the FTC clearance, and evidencing the globalization of the Firm’s antitrust practice, members of the antitrust team in Brussels, Germany and Paris worked on clearances from European national authorities. The Actavis acquisition of Warner Chilcott also reflected the Firm’s growing specialty in pharmaceutical antitrust—particularly in New York, Brussels and Washington—representing more than 20 different pharmaceutical companies, including Pfizer and Novartis, in the defense of class actions and FTC and European Commission (EC) investigations. As of 2016, the Firm was defending antitrust claims totaling more than $100 billion and involving 14 brand drugs. The expansion of the Firm’s antitrust practice outside the United States was given a significant boost in 1998 by the merger with the Brussels firm Forrester Norall & Sutton. The original suggestion of an approach to this Brussels firm had come from the Firm’s international trade practice, but it was soon realized that the merger would also help forge a stronger global antitrust practice by combining resources in Brussels, London and Washington. Ian Forrester was initially resistant to the approach by White & Case. The turning point came when Hurlock told him, “We don’t want you to come to White & Case, we want White & Case to come to .” In other words, the practice in Brussels would continue to operate as it had always done—after all, it had acquired a leading reputation as a boutique practice over 20 years—but would benefit from White & Case’s strength and resources. That is exactly what transpired. Forrester Norall & Sutton got the benefit of the worldwide White & Case platform and acquired credibility to handle the biggest controversies. After the merger, White & Case represented Microsoft in its epic antitrust battle with the EC for about 10 years, and Forrester had the curious experience of having argued the leading case on compulsory licensing, , on behalf of the EC, and then appearing against the EC in the case, in which the reasoning was crucial. In other cases, the Brussels office has represented companies such as GSK, Pfizer (in cases about parallel trade and the precautionary principle), Toshiba, Toyota and many Central and Eastern European interests. Exemplifying its global expansion, the Firm’s Tokyo office successfully defended a high-profile case brought by the Japanese Fair Trade Commission against Toys “R” Us relating to the size of toy vendor discounts. By 2016, the team of lawyers at the Firm required to handle the ever-increasing workload of the Firm’s antitrust practice had grown from one in New York in the mid-1990s to more than 180 worldwide. Gidley, head of the Firm’s global antitrust practice, observes: “The Stolt-Nielsen case, combined with the growth of our practice in Washington and New York and our merger in Brussels with Forrester Norall & Sutton, gave our antitrust practice critical mass, from which we have not looked back. A hallmark of the practice has been strong teams created across offices throughout the Firm, willing boldly to go to court against the government and private sector claimants. Our practice is underpinned by our philosophy that nothing is impossible, and we are unrelenting in our dedication to our clients.”

The Firm’s asset finance practice began to grow in the 1970s out of the Firm’s historical relationship with Bankers Trust and was initially focused on tax-incentivized leasing of domestic U.S. assets, including in the power and energy, oil and gas, aviation, shipping, rail and other industrial sectors. The ability to transfer the tax benefits of ownership to a party better able to utilize these benefits was at the heart of the transactions in this area and had been a recognized tool of U.S. economic and tax policy since the 1950s. The “leveraged leasing” structure, as it came to be known, became a significant financing tool for many businesses, and billions of dollars of assets were financed in capital-intensive industries in the United States using this capital-raising method. By the 1980s, the Firm had expanded its U.S. client base in this area to include insurance companies, banks and other financial institutions as well as industry-focused end users of the assets. Among these clients were Babcock & Brown, Citibank, Newmont Mining and Prudential Insurance Company. At the same time, the Firm’s asset finance practice was beginning to take hold in Asia and Europe, in particular for aviation and other transportation assets. The domestic U.S. practice remained strong across a range of asset classes under Cas Patrick and others in New York, but the international practice was fast becoming strong in its own right. The Firm’s focus on growing internationally took another step forward at the beginning of the 1990s as the so-called “FSC” (Foreign Sales Corporation) form of lease financing took hold, primarily in the aviation sector. This technique was used as a form of export subsidy for the domestic U.S. aviation manufacturing industry, and Marianne Rosenberg and Jim Hayden were at the forefront of developing the structures that resulted in the leasing of U.S.-produced aviation assets to international air carriers. The next significant step in the international scope of the Firm’s asset finance practice took place in 1994 when Larry Gannon and Chris Frampton led the Firm’s team that represented a Dutch utility, EPZ, in the lease financing of one of its largest coal-burning electrical generating facilities. This transaction was notable in two important respects. It was the first time a fixed asset of significant size and value was made subject to the U.S.-based leveraged lease structure, and it heralded a significant increase in the export of U.S. equity capital for investment in non-U.S. assets using this capital-raising method. A variety of U.S. institutions participated in the growth of this financing technique, including the investment divisions of U.S. utilities Potomac Capital, NYNEX and Southern California Edison, as well as traditional leasing investors Bank of America, Bank of Boston and Citibank. At the height of this market, an estimated $20 to $30 billion worth of transactions were being completed each year in what became known as “U.S. cross-border tax leasing.” This financing technique was extended to a significant number of end users in Europe and Asia across a range of asset classes from rail, high-technology equipment and general public utility assets to the power generating facilities first financed in the EPZ transaction. Eventually, tax and accounting changes in the United States led to the demise of this market between 2003 and 2004. During the growth years of U.S. cross-border tax leasing, the Firm was able to build relationships with various clients that served its broader objective of expanding its global reach. The Firm’s relationship with Verbund is a case in point. Originally retained in New York to provide representation for the cross-border tax lease financing of Verbund’s hydroelectric generating assets in Austria, the Firm was able to expand the relationship after those transactions were concluded, with the Firm’s lawyers providing advice from Paris on independent power investments in France, from Brussels on various anticompetition issues that Verbund was facing in Europe, and from London and Istanbul on various energy-related investments in Turkey. “The Verbund relationship was a perfect case study of the benefits provided by our international platform,” notes global practice head Chris Frampton, who represented Verbund in the original U.S. cross-border tax lease financings. “We were able to obtain a client on the basis of our product expertise in the New York office and, having gained the client’s confidence on that representation, to offer services that could be provided by other offices in different practice disciplines.” After the demise of the U.S. cross-border tax leasing market, the Firm’s asset finance practice moved in a different direction. Having already made significant additions to its London and Paris offices in the late 1990s and early 2000s, the Firm continued to grow what became a strong export credit agency (ECA) and lender practice with a number of European ECAs and financial institutions, with a focus on the aviation sector. That was mirrored by the development of equally strong ECA-supported practices in Latin America (BNDES) and the United States (U.S. Ex-Im Bank). This industry-specific expertise was bolstered by the Firm’s work that began in the late 1990s for a growing number of aviation operating lessors, in particular by lawyers like Rick Smith and Tom McDonald with BBAM and International Lease Finance Corporation. Unlike tax-incentivized leasing, the operating lessor business was not driven by opportunistic investing in transactions where the tax benefits were priced into the financing, but rather by institutions that took a long-term view on the economic viability of owning assets in a sector (aviation) with multiple end users (airlines) operating in a global market.

Asset finance

As the decade of the 1980s began, fewer than 10 of the Firm’s 65 partners considered themselves bank finance practitioners, and only a few of those who did practiced exclusively bank finance. All this would change dramatically as the bank finance practice evolved and grew over the next 30 years to reflect the transformation of White & Case into a major global law firm. Bankers Trust, as it had been from the Firm’s earliest days, was the practice’s principal client in 1980, but the Firm also represented a number of non-U.S. banks, including Deutsche Bank, Banque Nationale de Paris and Swiss Bank Corporation. Through the 1980s, the Firm advised Bankers Trust on a succession of “first” transactions. In 1980, White & Case advised on five of the six transactions that Bankers Trust New York Corporation (BTNY) featured in its annual report as having made 1980 a successful year for BTNY, including a $750 million credit facility to Ente Nazionale per L’Energia Elettrica, Italy’s state-owned power company, at the time the largest prime rate-based credit arrangement ever made for a non-U.S. borrower. In 1981, a banking team acted for Bankers Trust and a group of more than 50 banks in syndicating $6 billion of credit facilities for Gulf Oil, a deal that was accomplished in just seven and a half days. In 1982, the Firm represented Bankers Trust in one of the largest hospital financings ever accomplished as of that time. In 1983, the Firm helped Bankers Trust complete the syndication of a $100 million commercial paper facility for Istituto Mobiliare Italiano, at the time the largest facility of its kind for an Italian private company. Against that background, Memorial Day weekend 1984 was an important one for White & Case. It was over that weekend that the Firm gave up its 14 Wall Street and 280 Park Avenue offices (with 14 Wall Street and 280 Park Avenue being Bankers Trust’s primary New York offices) and on June 1 opened its new offices at 1155 Avenue of the Americas at 6th Avenue and 44th Street, a newly constructed 41-story black granite building. The move attracted the attention of both the real estate and legal service sectors because no major law firm was located so far north and so far west in midtown Manhattan.

Banking

The move also generated some internal controversy. Some partners felt the departure from the two Bankers Trust buildings might weaken the longstanding bond between the Firm and Bankers Trust to the Firm’s disadvantage. Others, including Jim Hurlock, believed the captive-client model was breaking down and that other banks would be more inclined to work with White & Case if it were less visibly associated with Bankers Trust. The proponents were ultimately proven to be right. The move was well timed. Bank finance was transforming and diversifying, and the demand for top-quality legal services was growing. The source of the excitement was a surge of company acquisitions financed by high levels of debt: leveraged buyouts (LBOs). White & Case lawyers were at the center of this market, especially since Bankers Trust was one of the primary banks involved. Joe Halliday was the partner who led the White & Case team on the first big leveraged finance deal, Blue Bell, in 1984. Assisting Halliday was Eric Berg, then a third-year associate who would ultimately develop a large leveraged finance practice and become head of the global bank finance practice. To the surprise of his partners, Halliday left White & Case to join a rival, Skadden Arps, the following year, but the Firm fortunately had a young partner, Sean Geary, who was ready to lead the bank finance practice forward. Geary worked with a team, including future bank finance partners Berg, Dave Joyce and David Koschik, to build one of the best-recognized leveraged finance teams in New York. Geary himself went on to become one of the legends among leveraged finance lawyers, in part because of his leading role in what is generally regarded to be the most famous leveraged buyout of all time. It was Geary who led the White & Case team advising the banks that provided the senior secured bank financing to private equity house Kohlberg Kravis Roberts (KKR) for its acquisition of RJR Nabisco for $24.5 billion. One of the banks was Bankers Trust, which, together with Manufacturers Hanover (known as Manny Hanny), Chase Manhattan Bank and Citibank, agreed to lend about $15 billion. A further $5 billion of subordinated debt (then known as junk bonds) was provided by a consortium led by Drexel Burnham Lambert.

With so many parties, the negotiations were difficult and complex. As Geary recalls, “We had to negotiate between the banks and KKR, between the banks themselves and between the banks and the junk bond issuers, all of which negotiations were hugely difficult because there was no market standard. Basically, all the major intercreditor issues were open to debate and, of course, there never had been a leveraged transaction of such scope, size and complexity when addressing credit issues.” He himself found innovative and inspired ways to help move negotiations forward. First, he got the four banks to agree on a “three-out-of-four” principle, to overcome the obstacle of one party holding things up. The second innovation was even more imaginative. The negotiators found themselves having to negotiate “final” intercreditor terms on Sunday, January 22, 1989, the date of the Super Bowl. Geary arranged for a television to be bought and installed in the offices of Shearman & Sterling, where the negotiations were being held. That enabled the lawyers, the bankers and everyone else to keep an eye on the football game, which was won in the closing seconds by the San Francisco 49ers after a much-celebrated pass by Joe Montana. One of the sticking points in the negotiations was over the issue of suspension of remedies, with one of the lead bank negotiators refusing to acquiesce to the consensus agreement of the other bank negotiators (and with the other three lead banks unwilling to force the issue). Geary then announced to the assembled company that there would be a lottery; whoever won would win the television. By a twist of fate, the lottery was won by the holdout negotiator. “She was so happy that she had won the television, she no longer cared about suspension of remedies. The deal was done!” recalls Geary, laughing at the memory. The RJR Nabisco buyout was the subject of the 1990 book , authored by investigative journalists Bryan Burrough and John Helyar. As the largest LBO ever (at the time and for many years thereafter), the RJR Nabisco transaction cemented White & Case’s reputation as a leading leveraged finance firm. Many more mandates from Bankers Trust, Manny Hanny, Chase Manhattan Bank and Chemical Bank followed, including the financing of the merger between Time and Warner Brothers in which the Firm acted for Manny Hanny. During this period, it seemed that almost every week a new major deal or two would be announced, and White & Case was involved in probably eight out of 10 of them, Geary recollects. Things were ostensibly moving in the Firm’s favor. More banks entered the market as they saw the opportunities arising from being lead agents and arrangers on leveraged finance transactions, and the market itself was growing fast. On the other hand, a number of developments worked against the expansion of the Firm’s multiclient LBO practice. As the leveraged finance business grew in size and profitability, the banks engaged in this business became increasingly competitive and more “proprietary” about their product. For some banks, the Firm’s historical association with Bankers Trust continued to be a concern, and they began to look to diversify their base of lawyers beyond White & Case. In addition, a number of major financial institutions in the industry embarked on a series of mergers and acquisitions. In 1991, Chemical Bank merged with Manny Hanny, and that was followed in 1996 by a merger of Chemical Bank with Chase Manhattan Bank and by a merger in 2000 with J.P. Morgan & Co. In the wake of these acquisitions, White & Case lost out at times to some of the firms with more entrenched relationships with the surviving entity. Another event that might have posed difficulties for the White & Case banking practice was the acquisition in 1999 of Bankers Trust by Deutsche Bank, the first and at the time the largest acquisition of a U.S. money center bank by a non-U.S. bank. Kevin Barnard led the White & Case team that acted as regulatory counsel for Deutsche Bank. Fortunately, both Bankers Trust and Deutsche Bank were long-term clients of the Firm, and the acquisition did not result in a diminution of business for White & Case.

As the 1990s progressed, the convergence of investment and commercial banking, driven in part by changes in the Glass-Steagall Act, led large commercial banks such as Bankers Trust and Chase Manhattan to acquire or build out securities operations akin to those of the traditional investment banks and, in turn, for traditional investment banks to develop lending capabilities. As these developments unfolded, commercial banks and investment banks began to hire laterally from each other, resulting in increased competition, but, more importantly for White & Case, also presenting the opportunity to follow bankers from one financial institution to another and expand the Firm’s client base. The convergence also made it important for the Firm’s banking practice to be able to offer clients top-flight capabilities in the high yield debt securities area. To that end, a number of lateral hires were made, including Gary Kashar and Ron Brody and his team in New York, and Rob Mathews in London. Brody introduced global investment bank Jefferies to White & Case and together with David Bilkis, who stepped in to develop bank finance work with Jefferies, helped make Jefferies a major client. As leveraged finance continued to grow significantly both in volume and value, so did White & Case’s bank finance practice. In 1990, the market volume was $17 billion with just 40 issuances. Ten years later, the market had grown to $370 billion with more than 1,600 issuances. By 2012, after a post-Lehman crisis drop-off in new issues, the annual volume reached $760 billion with more than 2,200 transactions. To respond to this growth in the U.S. market, the Firm made a number of leveraged finance partners in New York in the 1990s and 2000s, among them Bilkis, Joe Brazil and Eric Leicht, the current head of the Firm’s banking practice in the Americas. The late 1990s also saw a significant expansion of leveraged finance activity by the Firm’s clients in Europe. White & Case already had a preeminent bank finance team in Paris led by Gilles Peigney (and Raphaël Richard, following Peigney’s retirement in 2012) that handled this increased activity for banks in Paris, including the major French banks. In 2000, to deal with increasing activity in London, White & Case recruited Maurice Allen and his team in London and asked Mike Goetz, a partner in New York, to join them. Allen and Goetz built a strong team in London and worked with the global bank finance team to build out other locations in Europe, including Frankfurt and Hamburg. In short order, White & Case became one of the few global firms with top-tier bank finance practices in both New York and London. The Firm developed policies of partner and associate secondments between the two offices and between other offices in the Firm’s network, so that they would operate as an integrated group rather than as separate practices in different locations. While Allen and Goetz later moved on to other firms, White & Case’s bank finance team in London continued to grow and is currently led by Lee Cullinane, who joined the Firm in 2010. In addition to France and Germany, the bank finance practice also continued its growth in continental Europe, including Finland, the Czech Republic, Italy, Poland, Sweden, Russia and Turkey. Meanwhile, in 2008 John Hartley was hired laterally in Hong Kong with a mandate to build and lead White & Case’s leveraged finance practice in Asia. The practice grew dramatically to offer bank finance and high yield capability in Beijing, Hong Kong, Singapore and Tokyo.

The strength of the Firm’s bank finance practice is demonstrated in part by how well it performed after 1980 during periods of dislocation and interruption in the growth cycle, including: Black Monday in October 1987; a mini-crash in October 1989; the “dot-com bubble” crash in March 2000; and the financial crisis of 2008–2009. Out of adversity came opportunity. In each of these downturns, the banking practice advised its clients on the effects of the market dislocations and their credit and regulatory implications and received mandates in the restructuring and workout areas, offsetting to a significant degree the impact of the decline in new financing activity. For example, as a result of the many leveraged finance transactions the Firm had worked on in the years leading up to the financial crisis, White & Case found itself front and center for a number of the restructurings involving these credits. Examples include: advising Deutsche Bank on a $575 million multijurisdictional debtor in possession (DIP) financing for Aleris International; representing an ad hoc group of lenders to Six Flags in defeating the company’s proposed chapter 11 plan; and representing the Chrysler Non-TARP Lenders Group, holders of portions of the $7 billion secured debt issued by Chrysler, in the restructuring and proposed sale of Chrysler to Fiat, the UAW and the U.S. government. The advantages of the global nature of the Firm’s bank finance practice became evident in the years following the financial crisis. While European markets continued to be affected by macroeconomic uncertainty and struggled to recover, and emerging market economies, particularly China’s, began to slow, the depth and liquidity of the U.S. loan market proved to be an attractive alternative for European and Asian borrowers. White & Case bank finance lawyers in London and New York advised on innovative financing deals that allowed European and Asian leveraged finance borrowers to access New York law-governed U.S. loans. One of the first deals of this type was completed in January 2012, in which White & Case lawyers advised Deutsche Bank on a $2 billion senior secured credit facility provided to Colfax Corporation, a manufacturing and engineering company, to finance Colfax’s cross-border acquisition of Charter International. A series of similar, multijurisdictional transactions followed, with the Firm advising clients such as Deutsche Bank, Credit Suisse, Jefferies and JPMorgan Chase. Also during this period, the Firm’s history of doing bank finance work in the shipping industry, a practice headed by Joyce, led to White & Case being involved in some of the most complex restructurings in the industry, including the General Maritime Corporation chapter 11 proceeding and restructuring, and the TORM out-of-court restructuring. White & Case also continued to provide bank advisory services to its financial institution clients, and with the dramatic increase in finance legislation and regulation following the financial crisis (including the enactment of the Dodd-Frank Act in 2010 and similar legislation in the UK and other countries), the Firm’s global bank advisory team remained active in advising financial institution clients around the world. The practice, led from 2008 to 2015 by Duane Wall and Ernie Patrikis and thereafter by Kevin Petrasic, began in 2015 to expand its activities relating to the accelerating convergence of the financial and technology sectors, including marketplace lending, payment systems, mobile banking and other fintech products and services. “There are now more lawyers in the Firm’s bank finance practice than there were lawyers at the Firm in 1980,” observes Berg. “We achieved this growth by becoming one of the few global law firms that can combine New York, English and local law expertise and experience to act for financial institution clients in complex cross-border financings in all of the world’s major financial markets.” With a look back to the Firm’s history, Berg reflects: “DuPratt White and George Case established our banking practice very early on by incorporating Bankers Trust in 1903, and those of us in the practice now are pleased and proud to carry the flame forward. Times and circumstances have changed since those early days, but our dedication to our banking clients has never faltered and never will.”

The growth of the Firm’s capital markets practice, including privatizations involving the public offering of securities of the enterprise being privatized, benefited from the globalization of the Firm. The capital markets practice expanded from concentrating on traditional corporate work in the 1980s to a practice that became diversified both geographically and in the range of products on which the Firm advised.

The securities activity of the Firm’s capital markets practice in the United States consisted for many years of acting for issuers rather than underwriters. This was the result, to some degree, of the Glass-Steagall Act. Many of the Firm’s clients in the 1930s were commercial banks that were required by Glass-Steagall to exit and stay out of the investment banking business. The Firm was fortunate, however, to represent its corporate clients as issuers on a regular basis and, in this capacity, to stay abreast of developments in the securities market and establish contacts with all major investment banks. Among these clients was GECC, a subsidiary of General Electric; for many years the Firm handled almost all of GECC’s U.S. public and international securities offerings. One of the first areas in which the Firm expanded its securities activity in the United States beyond issuers was municipal finance. During the first half of the 1980s, municipal bond financing became very popular, in part because the Ninth and Tenth Amendments to the U.S. Constitution resulted in the income received on debt securities issued by state and local governments being exempt from federal taxation. White & Case became quite active in the municipal finance sector, in part because of its experience with The Municipal Assistance Corporation during the New York City financial crisis in the 1970s and its relationship with Bankers Trust, a major player in the municipal market during the relevant time period. The Firm represented clients involved in every conceivable role in the process, including issuers, underwriters, municipal authorities, purchasers, guarantors, users, bond insurers, letter of credit providers, tender agents and trustees. By the beginning of the new century, the Firm had enhanced the capability and reputation of its securities practice in the United States to the point where it was representing underwriters in the U.S. financial markets on a regular basis. This improvement in the standing of the practice, together with the strength and reputation of the Firm’s global reach and resources, gave the Firm the credentials to be retained by Visa to handle its $17.9 billion initial public offering (IPO) in 2008, at that time the largest IPO in U.S. history. This was an unusually complex transaction, involving the prior reorganization of the company (which was owned by about 30 banks). Visa made concurrent public offerings in the United States, Canada and Japan in a transaction that involved 45 underwriters and 175 countries. The magnitude and cross-border complexity of this deal required a White & Case team of 75 lawyers in 25 offices. The enhanced market recognition of the Firm’s U.S. securities practice and the Firm’s global capabilities were also key factors in enabling the Firm to become one of the leading firms in representing non-U.S. companies in their public capital-raising activities in the United States. In particular, partners Colin Diamond, Josh Kiernan and David Becker led the development of the Firm’s dominant practice in representing Israeli companies (including Caesarstone, CyberArk Software, SodaStream and Wix.com) in issuing securities in the United States in the technology and other sectors, and Don Baker and John Vetterli led the Firm’s development of one of the leading practices in representing Latin American companies in accessing the U.S. capital markets. Most recently, the Firm has expanded its U.S. capital markets practice to include the representation of U.S. public companies, including Calpine, Dynegy, Ethan Allen and JetBlue, in a broad range of capital markets and corporate governance activities, in many cases accompanied by corporate and M&A work. As Diamond has noted: “During the last 15 years, we have created a U.S. capital markets platform that has enabled us to expand significantly our client base of both U.S. and non-U.S. companies, and we have gained a reputation among issuers and investment banks for our ability to execute not only routine, but also large and complex, transactions at both the U.S. and international level.”

Capital markets

In Latin America, the bulk of the Firm’s capital markets work was generated historically with the support of client relationships built out of the Firm’s Mexico City and São Paulo offices, but the growth of the Firm’s Spanish-speaking team over the past 15 years has enabled the Firm to develop significant capital markets work in Argentina, Chile, Colombia and Peru as well. Thomson Reuters has reported that during 2011–2016, the Firm advised on about $65 billion in debt and equity capital markets transactions out of Latin America, enhancing the Firm’s reputation of working on first-to-market and other notable transactions in the region. Another significant development that played well into the Firm’s growing international capital markets practice was the change of legislation in the United States in 1990 that opened access to the U.S. capital markets to non-U.S. issuers. Rule 144A, an amendment to the Securities Act of 1933, enabled non-U.S. companies to raise money from U.S. institutional buyers without registering their securities with the U.S. Securities and Exchange Commission. Perhaps the biggest recent change in the Firm’s capital markets practice occurred in Europe, the Middle East and Africa (EMEA). In 2000, the Firm had fewer than 20 capital markets lawyers in EMEA. By 2016, there were more than 150, including about 40 U.S. securities lawyers—one of the largest presences in the market. Nowhere was this more apparent than in London. In 2000, the Firm decided to expand its banking and capital markets practices in London and, as it turned out, this move could not have come at a better time. Following the accounting scandals affecting Enron, WorldCom and Tyco, the United States enacted the Sarbanes-Oxley (SOX) legislation in 2002 in an attempt to restore confidence in public companies and how they are overseen. While undoubtedly doing so, the implementation of SOX also coincided with a rapid expansion of many developing economies, and companies looking to access capital started to turn to London as a venue of choice over what was newly perceived as a heavily regulated U.S. market. London’s newfound popularity enabled it to attract a significant number of non-UK companies seeking to list their securities there; again the Firm’s preeminence in the emerging markets shone through. For example, in 2007, it advised Nigeria’s Guaranty Trust Bank (GTB) on its $750 million IPO. GTB was the first Nigerian company and first sub-Saharan bank to list its equity on the main market of the London Stock Exchange. The Firm’s expansion in continental Europe was equally impressive. In tandem with the Firm’s growth in London, Petri Haussila built the leading Finnish capital markets practice. In 2011, the Firm opened an office in Milan under the guidance of Michael Immordino, and began working on transactions such as the complex rights issue for Unipol Gruppo. In that deal, the White & Case team worked on a €2.2 billion rescue rights issue and the three-way merger of Unipol, Premafin and Fondiaria, creating the second-largest insurance group in Italy and the largest operating in non-life insurance.

In 2013, the Firm continued its expansion across Western Europe, adding in Paris a team of five capital markets partners headed by Philippe Herbelin. Shortly after that, the Firm opened an office in Madrid to focus on corporate and capital markets work, not only in continental Europe, but throughout Latin America where the connections with Spain are very strong. In 2015, the Firm opened an office in Dubai, headed by Debashis Dey, as a regional hub and global center of the Firm’s Islamic finance practice. By 2016, the Firm had also added depth to its global derivatives practice, led by Ian Cuillerier, and its global securitization practice, led by John Donovan and David Thatch. Both of these practices expanded globally as the world’s financial markets became more interdependent and investors sought diversification of risk and clarity and predictability of investment performance across the world’s myriad legal systems. The Firm’s clients were required to react to the provisions of the Dodd-Frank Act and similar legislation in Europe and elsewhere that intensified the regulation of derivatives and securitization activities in the aftermath of the financial crisis that began in 2008. The Firm’s global funds practice also grew for similar reasons.

Commercial litigation

Commercial litigation has always been a major practice for the Firm, and lawyers in this practice have also participated in the growth of the litigation component of the Firm’s international arbitration, antitrust, FRI, intellectual property and M&A practices. The skills of a commercial litigator in developing litigation strategy, conducting discovery, assessing damages and presenting a case to a judge, jury or other arbiter are very often equally applicable in these other specialized dispute resolution practices and in hostile takeover M&A deals. As the 1980s began on the commercial litigation front, so did the longest jury trial at that time in the U.S. Sixth Circuit Court of Appeals. It began in Chattanooga, Tennessee in February 1980 and lasted until August of that year. The trial involved claims by the Tennessee Valley Authority (TVA) and Allis-Chalmers against U.S. Steel and Lukens Steel Company that steel parts in hydroturbines in a TVA hydroelectric plant near Chattanooga were defective. A White & Case team led by Hal Fales camped out in Chattanooga for the duration of the trial after spending the preceding year doing extensive discovery. They left town celebrating complete victory for U.S. Steel. As the 1980s unfolded, the mergers and acquisitions boom of that decade resulted in a wave of hostile takeover attempts, and the Firm successfully represented a number of clients in their defense against these hostile attacks. One was the attempted tender offer in 1981 by Minorco, the South African mining company, for control of Consolidated Gold Fields, a British gold company that owned about 49 percent of the Firm’s client, Newmont Mining. This was a three-way tender offer, worth $4.9 billion, then the largest attempted takeover in British corporate history. The offer failed after the defense successfully argued that the takeover would lead to a lessening of competition. Another prominent takeover battle, also in 1981, concerned an attempt by Mobil to acquire another oil company, Marathon. In this case, White & Case represented U.S. Steel, which came in as a white knight to merge with Marathon. The Firm’s litigators successfully argued that such an acquisition by Mobil would be uncompetitive, freeing U.S. Steel to complete its purchase of Marathon. But that was not the end of the matter. Marathon’s shareholders sued U.S. Steel on the grounds that U.S. Steel had underpaid. In support, they produced as evidence an internal document supposedly valuing the company for a greater amount than the eventual sale price. U.S. Steel responded that this document was no more than a sales pitch and therefore not to be taken as a realistic valuation. The case () reached trial in Cincinnati. U.S. Steel played its trump card early on, calling as its first witness Neil Armstrong, the first man on the moon, who was a director of Marathon. Under cross-examination, Neil Armstrong said that the board of directors of Marathon, in agreeing to the sale to U.S. Steel, honestly believed that it was doing the best by its shareholders. That effectively settled the matter. As Hal Fales, who led the White & Case team, wrote: “Armstrong was a good-looking local hero as well as a well balanced and articulate witness for the defense.” Fales resisted all attempts at settlement, despite coming under pressure from the judge to offer to settle. It was an excellent strategy. As Fales wrote, “The cost of the defense had been much less than the cost of settlement.” He added: “Mel Weiss [plaintiffs’ counsel] and those who had sought to impose a ‘litigation tax’ on all mergers and acquisitions had been dealt a severe blow, to the benefit of U.S. Steel and other great American companies.” Every litigation practice hopes that it will win a case of huge size, complexity and importance—“elephant hunting,” as Rick Holwell has described it—and for White & Case this came in 1989 when the Firm was retained by the French bank Crédit Lyonnais to help it deal with its ill-fated loans to Giancarlo Parretti, an Italian businessman, to fund his purchase of the MGM film studio. But first, mention should be made of an earlier representation that paved the way for White & Case to win the work on the Crédit Lyonnais/MGM litigation. It was only by chance that White & Case was chosen for the earlier representation, but, having been presented the opportunity, the Firm seized it. Ironically, given the scope of the work to which it led, the initial opportunity concerned a relatively small sum of money.

It happened like this: Sometime in August 1985, the Paris office was contacted by the head of the Paris branch of a Portuguese bank. The head of the branch was well known to Jean-Luc Boussard. The banker had been alerted to the fact that two people were using a recently opened bank account for fraudulent purposes. One of the two had opened a personal account with a photocopy of a fake passport in the name of Ferrari di Lugano, and the clue to the fraud was in the name. It transpired that the two had purported to sell three Ferraris to a firm of car dealers in Brooklyn and had asked for a down payment of $160,000. The dealers had delivered a bankers draft that was credited to the bank account, as they had been instructed to do, but realized that they had been deceived when they contacted Ferrari in Italy, which had no record of this order for the delivery of Ferraris. Before the bank was alerted to the possible fraud, the equivalent of $8,000 in French francs had been transferred out of the account. Boussard, the partner, and Peter Finlay, then an associate, pulled out all the stops and managed to intercept the remaining funds, which were on their way to a Swiss bank account also being used by the fraudsters. Ferrari di Lugano and his partner in crime were duly prosecuted. A lawyer from Crédit Lyonnais who was working on secondment to the Portuguese bank at the time of the Ferrari matter returned to Crédit Lyonnais and was alerted to a possible fraud involving her own bank. And whom did she recommend when Crédit Lyonnais was looking for a law firm that could handle a complex international white collar matter? White & Case. The Crédit Lyonnais matter turned out to be the largest white collar case in the history of the Firm. Parretti himself was arrested in the Firm’s Los Angeles office and led away in handcuffs. As Finlay reflects, “What the Portuguese bank/Ferrari example shows is that sometimes being in the right place at the right time and really working proactively to achieve a favorable outcome for a client on a small matter can lead to something hugely unexpected in a much bigger way on an unrelated matter for another client.” While this was all happening, the litigation practice suffered something of an internal setback. In 1995, Paul Bschorr, then head of the litigation practice, and seven other partners departed for Dewey Ballantine. Holwell, who took over as head of litigation, later persuaded one of those partners, Vin FitzPatrick, to return. The void in the practice was to some extent filled by an increase in contentious antitrust work (with the recruitment of Mark Gidley), in intellectual property disputes work (following the recruitment of Ed Filardi and Dimitrios Drivas), in FRI-related litigation and in white collar crime work. “We needed to rebuild the litigation practice, and it certainly helped that, just at that time, we were able to provide top-quality lawyers in critical and growing areas of operation for our clients. Intellectual property, in particular, was the fastest-growing area of disputes for at least a decade,” recalls Holwell. Longstanding clients like Saudi Aramco also helped keep the lawyers in the litigation practice busy. Throughout the 1980s and 1990s, Ray Hamilton, Paul Friedman and others at the Firm handled numerous arbitrations and litigation matters before various tribunals and in U.S. courts, including proceedings reaching the U.S. Supreme Court. And beginning in the early 1990s, a White & Case team headed by Carolyn Lamm successfully represented the Kingdom of Saudi Arabia and Saudi Aramco and its affiliates in a series of high-stakes antitrust actions brought in U.S. courts concerning crude oil production and its purported effect on consumers of petroleum products in the U.S. market. Notable events occurring outside the Firm, such as the collapse of Enron that began in the fall of 2001, also provided opportunities for the Firm’s litigation practice. In September of that year, as accounting issues surrounding Enron began to spiral out of control, dozens of class-action securities lawsuits were filed against Enron and the banks that had helped Enron structure financial transactions that moved liabilities off the corporate balance sheet while moving income onto the balance sheet. At the time, the U.S. securities laws were read to allow certain claims to be brought against those who had allegedly aided and abetted an issuer’s actions. Deutsche Bank was one of 11 major banks sued by those who bought or sold Enron shares in the four years leading up to the scandal. When Enron collapsed, each bank was faced with claims of more than $49 billion, based on losses sustained on Enron stock and traded debt securities. Deutsche Bank retained the Firm to represent it, and, because the Enron fraud was different from prior securities fraud cases, the Firm had to structure its approach to the case differently. The Enron cases revolved around how Enron had structured and accounted for more than 100 finance transactions over a five-year period that involved complex corporate assets bought and sold by Enron and its affiliates, as well as tax transactions under which Enron had booked additional income. Ultimately, the database of documents produced by Enron and all the bank defendants contained tens of millions of documents, and more than 200 depositions were taken in the case. White & Case used a team of both litigators and corporate lawyers to analyze the transactions at issue. This multidisciplinary team devised a strategy designed to show how Deutsche Bank’s transactions with Enron differed markedly in structure and effect from the transactions that had been used to hide Enron’s mounting business losses. This strategy paid off when Deutsche Bank was the only major Enron bank initially dismissed from the consolidated securities cases. Even after the class plaintiffs amended their claims and attempted to add facts gleaned in discovery, Deutsche Bank ultimately was able to have the court sustain that dismissal. While other bank defendants paid more than $7.5 billion to settle claims, Deutsche Bank escaped the securities fraud class actions without paying any damages. Using similar strategies, White & Case also successfully represented Deutsche Bank against claims by the Enron bankruptcy estate and in individual state and federal court actions brought under state law. The development of new areas of practice for the Firm’s litigation team also provided interesting opportunities. In the mid-1980s, cases began arising from the consequences of the Holocaust and the resulting expansion in potentially actionable rights under international law. With the fall of the Berlin Wall and the collapse of the communist regimes in the Eastern Bloc, partner Owen Pell anticipated a surge in litigation by Holocaust survivors and their families who, in addition to personal injuries, suffered the loss of bank accounts, property, businesses and artwork stolen or looted during the Nazi era and World War II. He wrote to a number of the Firm’s banking clients, advising them that they could expect to receive claims on which the Firm would be willing to represent them—with certain conditions. “I believe that the history surrounding the Holocaust is sacrosanct, and the facts are the facts. We agreed that we would never represent a company that denied the truth of what it did or didn’t do, and also worked to make sure that plaintiffs did not distort facts in support of their claims against companies,” says Pell. He represented Chase Manhattan Bank and Crédit Commercial de France, as well as the Caisse des Dépôts et Consignations, the Polish government and the Hungarian State Railways in Holocaust-related cases, and participated in successful negotiations between the United States and France to resolve Holocaust-related banking claims. Pell also formulated a proposal for creating a title-clearing and dispute resolution entity in Europe to address claims relating to works of art looted from individuals during the Holocaust. Based on work by Ian Forrester and Thomas Tindemans from the Brussels office, hearings were held in the European Parliament, and in 2003 the Parliament adopted by a vote of 487-10 a resolution supporting the proposal.

Financial restructuring and insolvency

During the Great Depression and for many years thereafter, the Firm’s financial restructuring and insolvency (FRI) work was primarily focused on supporting the Firm’s large institutional lending clients in the renegotiation of failed loans in the United States or the enforcement of remedies in connection with these loans. While this produced a steady flow of work, it left the Firm’s FRI practice largely an adjunct of the Firm’s bank finance practice. Then, as the Firm began to grow and expand beginning in 1980, so too did the FRI practice, in size, scope and geography. The Firm came to represent large companies, lenders, bondholder groups, official committees and investors in complex FRI matters around the globe, frequently involving cross-border issues for which the Firm was perfectly suited. By 2016, the Firm’s FRI client base included not only some of the world’s largest financial institutions, but also many of the most prominent and successful distressed-debt investors. Several of the high-profile projects the Firm handled in the 1980s served as the harbinger of this transformation. In the early 1980s, the Firm’s sovereign and FRI practices intersected with its representation of U.S. and non-U.S. banks in lending, usually on a syndicated basis, to large Mexican companies under the Program for the Coverage of Exchange Risks (FICORCA), which had been established by the Mexican government to enable these companies to obtain dollars to repay their U.S. dollar debts. The “loans” were structured as public offerings of floating rate notes to qualify for an exemption from Mexican withholding tax on the payment of interest on foreign offerings. A team led by Clyde Mitchell, and including Don Wilkinson, Eric Berg, John Erickson, Francis Fitzherbert-Brockholes and Wendell Maddrey, represented the lenders in almost every deal done under FICORCA. The Firm was retained for the initial deals through its contacts with Alexis Rovzar of the Mexico City law firm Ritch y Rovzar, who later joined the Firm as the head of its Mexico City office. White & Case became the “go to” firm for these deals because it was familiar with the complex structure of transactions under the FICORCA program. In 1983, Mitchell and Bill Wynne led the White & Case team that advised the four largest Canadian banks on the restructuring of CAD 5.2 billion of the debt of Dome Petroleum. The CEO of Dome told a news conference at the time that this was “believed to be the largest corporate debt restructuring on record.” Also in the 1980s, the Firm played a critical role in the massive seven-year reorganization of Johns-Manville Corporation (JMC) and its subsidiaries under chapter 11 of the U.S. Bankruptcy Code. JMC initially proposed a chapter 11 plan that would have consolidated it with its subsidiaries for purposes of making payments to all creditors, including JMC’s potentially enormous liability for known and future asbestosis claims. In response, the Firm, acting on behalf of lenders to one of JMC’s largest subsidiaries, Manville Forest Products Corporation (MFP), succeeded in establishing that MFP had to be treated separately so that its creditors’ recoveries would not be improperly diluted by JMC’s asbestosis liabilities. This ruling became the lynchpin of JMC’s restructuring, which was completed in 1988. Although these and other projects caused the workload of the Firm’s FRI lawyers to expand, it was not until the 1990s that the Firm began to grow its FRI client base beyond traditional bank lenders. In 1996, White & Case recruited Tom Lauria from Weil, Gotshal & Manges to join the Firm in its Miami office. Lauria was a believer in a full-service FRI practice that would serve not only banks but also debtors and other classes of creditors, including bondholders. In his view, the experience gained from representing clients holding diverse positions and playing different roles in the restructuring process would better position the Firm’s lawyers to advise any stakeholder seeking the Firm’s counsel in a restructuring. And as with other lateral recruits, there was an early opportunity for Lauria to make an impact. Soon after his arrival, the Firm was hired by the official bondholders committee (led by billionaire investor Carl Icahn) appointed in the chapter 11 case of Marvel Entertainment. In court, Lauria and his FRI team challenged an agreement between Marvel and its bank lenders that would have effectively wiped out the interests of the bondholders, who were owed $1 billion. So successful was the strategy Lauria developed that the bondholders not only removed the Marvel directors but also effected a hostile takeover of the company, allowing White & Case to become its counsel. The partial deregulation of the U.S. power industry in the 1990s set off a wave of difficult (and often massive) restructurings in the sector. The Firm played a leading role in this process from its earliest stages. When Pacific Gas & Electric (PG&E) became the first major power company to seek chapter 11 relief in 2000, it attempted to reject its $20 billion of contractual obligations to buy energy from a group of small power plants and cogeneration facilities that were “qualifying facilities” under the U.S. Public Regulatory Policies Act of 1978. The Firm was brought in to represent the qualifying facilities in opposing PG&E’s strategy, which if unchecked would have devastated their businesses, likely forcing them into their own bankruptcy proceedings. Through the use of an innovative strategy—the FRI team convinced the presiding judge that by not promptly assuming the qualifying facilities’ agreements, PG&E was exposing its estate (and its other creditors) to billions of dollars of administrative priority claims—the Firm was able to get PG&E to pay the qualifying facilities all the money they were owed (more than $1 billion) and to honor its ongoing commitments (which exceeded $20 billion).

Before the completion of the PG&E case, Enron collapsed and filed for chapter 11 relief. The Firm was promptly retained by an informal group of energy companies, several of which had observed the Firm’s successes in PG&E, to help the members of the group try to collect the billions of dollars that Enron owed them under energy trading contracts. Taking a page from the Firm’s playbook in the JMC case from nearly 20 years earlier, White & Case convinced the bankruptcy court to keep the estate of Enron separate from the estate of its energy trading subsidiary against which the Firm’s clients had claims. As a result, the Firm’s clients ultimately received a substantial premium on their claims as compared to Enron’s creditors. One of the members of the group the Firm represented in the Enron case was The Williams Companies, one of the largest pipeline and energy companies in the United States. When Williams spun off its subsidiary, WilTel, and WilTel became insolvent shortly thereafter and sought chapter 11 relief, Williams found itself not only the largest creditor, but also the target of litigation to force Williams to pay WilTel’s more than $5 billion of debt to other creditors. The Firm was so successful in fashioning a resolution to the WilTel situation that, when Williams later faced possible bankruptcy due to a pending default on more than $13 billion of debt, it again tapped White & Case to find a solution, which the Firm did without the need for chapter 11 relief. When Mirant (an Atlanta-based power company), another member of the group the Firm represented in the Enron case, needed chapter 11 relief, it retained the Firm to lead the effort. Having learned from the disaster of Enron, the Firm prepared the filing (the largest chapter 11 case of 2003) and implemented a novel legal strategy to preserve the company’s energy trading and hedging business. Ultimately, the Firm guided Mirant to a successful chapter 11 exit that paid all creditors in full and provided a significant return to shareholders. By now, the Firm’s FRI lawyers were in high demand. In the chapter 11 case of Adelphia Communications, brought on by the criminal fraud of its former owners, the Firm was retained by a senior noteholder group that was only scheduled to receive a recovery under the proposed chapter 11 plan of approximately 20 percent of its debt of more than $1.7 billion. After 18 months of difficult litigation that entailed sifting through the company’s books and records line by line, a new deal was struck and approved by the court that paid the Firm’s clients the full amount of their claims plus interest accrued during the case. In the chapter 11 case of Delphi, the largest auto parts manufacturer in the United States, the Firm was retained by a group of shareholders who successfully obtained the appointment of an official committee and then negotiated a deal to buy the business under the company’s chapter 11 plan in a transaction valued at more than $11 billion. When the financial crisis of 2008–2009 began while the deal was pending, the Firm was tasked with defending the investor group in the multibillion-dollar lawsuit filed by the company when the group terminated the deal.

Perhaps most prominent of all, White & Case represented a group of bank lenders as secured creditors in the bankruptcy of Chrysler that arose out of the 2008–2009 financial crisis. The usual rules of bankruptcy were not followed, and the statutory restructuring process was “sidestepped” through the purported “sale” of Chrysler’s assets to a newly created shell company. The strategy was orchestrated by the executive branch of the U.S. government, which intervened to compel the company to repay $20 billion first to the unsecured creditors, including Chrysler’s unions, with Chrysler’s secured creditors receiving just 29 cents on the dollar. White & Case pressed its clients’ opposition to the U.S. Supreme Court, which summarily vacated the lower court’s ruling approving the “sale,” but by then the company’s assets had been distributed and no remedy remained. The banks lost $5 billion. President Barack Obama denounced the Chrysler bondholders, and by implication White & Case, as holding out “for the prospect of an unjustified taxpayer-funded bailout.” Shortly thereafter, this template was followed in the General Motors bankruptcy, where the U.S. government again bypassed the Bankruptcy Code, and the creditors lost four times the Chrysler amount. “The rule of law went out the window,” Lauria recalls. “Glenn Kurtz and I felt as though we were Butch Cassidy and the Sundance Kid, not knowing how many people we were up against but knowing the odds were always against us.” The Firm also undertook other major assignments arising out of the financial crisis, including the representation of a group of holders of $16 billion of notes in the Lehman Brothers chapter 11 case, the largest ever, and the representation of a group of holders of more than $4 billion of senior notes in the Washington Mutual chapter 11 case, the largest-ever U.S. bank failure. The FRI team’s reputation for being innovative was enhanced by two prepackaged bankruptcy matters. From 2010 to 2012, the Firm represented the holders of senior notes issued by a Cayman Islands collateralized debt obligation (CDO) issuer, Zais Investment Grade Limited VII, and took a first-of-its-kind approach in forcing a distressed CDO issuer into an involuntary bankruptcy and using chapter 11 to unwind it in a way that resulted in substantial economic benefit for the senior noteholders. In 2009 and 2010, the Firm represented Weather Investments in the restructuring of WIND Hellas, a Greek telecommunications company, with Weather Investments successfully reacquiring the business. More than €1.2 billion of subordinated debt was removed from the capital structure as part of a prepackaged sale. The deal was the largest-ever prepackaged deal in the UK and a prime example of an overindebted financial holding company moving its center of interest—in this case from Luxembourg to the UK—to take advantage of more flexible insolvency laws.

The Weather Investments matter is an example of the results achieved by the Firm’s FRI lawyers outside the United States as the Firm and its FRI practice became more global. In 2012, the Firm had a role in more than 1,000 active cases, more than 90 percent of them outside the United States. One of the most notable of these roles was acting as co-counsel to the steering committee of private bondholder creditors of Greece, advising on the terms of the private sector involvement in restructuring €206 billion of Greek debt. This was the first Eurozone sovereign debt restructuring and the largest sovereign debt restructuring ever. The Firm’s FRI practice has become global, and in Germany, unique among international law firms, the Firm has lawyers who act as insolvency administrators, appointed by the German courts to work out or wind up companies in difficulty. Back in the United States, the Firm’s FRI team was involved in two matters relating to major league baseball. In 2010, the team represented Nolan Ryan, the Baseball Hall of Fame pitcher, in the successful acquisition of the Texas Rangers baseball team, which was on the point of collapse. Lauria’s reward for helping save a legendary baseball club was the opportunity to throw out the ceremonial first pitch in a game between the Texas Rangers and the New York Yankees at the Rangers ballpark in Arlington, with 50,000 spectators on hand. The Firm also represented Major League Baseball in the reorganization cases commenced by the Los Angeles Dodgers and its affiliated debtors under chapter 11 that eventually resulted in the sale of the Dodgers in May 2012 to a group of investors for $2.15 billion, the highest price ever paid for any U.S. major league sports team. Lauria, head of the Firm’s global FRI practice, observes: “Our FRI practice has evolved along with the Firm. We have taken it from local to global, and we turned a creditor-oriented practice into one where we represent banks, other creditors, debtors, borrowers and investors. I am looking forward to seeing where we go next. Although one can never predict what the future holds, there is one thing I know for sure: Through hard work and innovation, we will continue to make sure that our clients get the very best result available under the circumstances.”

Intellectual property

In the 1980s, various developments in the world of patents attracted the interest of large law firms. Up until then, patent law was a specialist area of practice handled by boutique law firms. In 1982, the U.S. Congress passed a law creating a central federal appeals court—the Federal Circuit Court in Washington, D.C.—to hear all patent cases. The intention was to avoid inconsistencies in judgments between and among the federal appellate courts, and the effect was that, as companies became more confident in the protection that could be gained from taking out patents, they started registering more patents. At the same time, U.S. federal courts began enforcing U.S. patents more aggressively in response to a boom in the technology sector. This shift in approach to U.S. patents resulted in major patent litigation, such as Polaroid’s lawsuit against Kodak, alleging infringement of seven instant photography patents.

Around the same time, the Firm began a national and global expansion of the IP practice. In 1999, it opened an office in Palo Alto, California to serve the high-tech and IT companies in Silicon Valley and build a stronger IT client base. In tandem, David Llewelyn, a well known trademark lawyer, joined White & Case to lead the Firm’s IP practice in the UK. In 2000, with the Firm’s expansion in Germany through the merger with Feddersen Laule, the IP practice grew significantly with the addition of Christian Rohnke, a leading IP lawyer, and his IP and IT teams in Frankfurt and Hamburg. The Firm also expanded its IP team in Paris and throughout Europe. The IP practice also expanded into Asia, with members of the IP team transferring from U.S. offices to Shanghai, Singapore and Tokyo. To expand even more in Asia, the worldwide IP team worked with lawyers from other practices on initiatives to develop business with technology-related companies in various countries. In 2012, in a transaction involving one of the largest transfers of IP in Asia, the Firm represented the Haier Group in acquiring Sanyo Electric Company’s washer, dryer and refrigerator business in Japan and four countries in Southeast Asia. This transaction was the first acquisition of a major Japanese brand by a Chinese company and involved five of the Firm’s offices and members of its IP team in Tokyo and Shanghai. As the Firm built its patent litigation practice, it also enhanced the strength of its trademark and copyright practices. Two lateral partners, Jack Reiner and Bob Raskopf, increased the Firm’s trademark litigation capabilities when they joined the Firm in 1995, bringing as clients major sports licensing entities like NFL Enterprises. They and their team also bolstered the Firm’s copyright litigation capabilities, which extended to matters in the sports licensing world. This expansion in scope of the trademark practice occurred worldwide, including in Hamburg under the leadership of Rohnke, with trademark clients like Gruner + Jahr, Europe’s leading media company, active in more than 30 countries around the world, and patent litigation clients like Hewlett-Packard. At the same time, the IP practice was also expanding its outsourcing and technology transactions capability in a broad range of industries. Tracing its roots back to the late 1980s, the “transactional IP practice”—as it was called—initially provided support to corporate matters in which IP was material to the deal, wherever the deal was located. The Firm posted IP lawyers in Prague, after the fall of the Berlin Wall in 1989, to assist in the transfer of technology that was critical to the privatization of state enterprises in then Czechoslovakia and the rest of Eastern Europe. This practice grew to include global sourcing and all kinds of technology transactions as clients expanded their multinational reach in industries such as financial services, energy, international food distribution, multinational telecommunication services and consumer goods. Deutsche Bank, Saudi Aramco and the World Bank Group became clients of what is now known as the “sourcing and technology transactions practice” that spans the Firm’s offices worldwide. The Firm is also a lead adviser to Saudi Aramco on significant technology joint ventures and alliances. Because the most valuable asset of many companies is information, the ability to transfer customer data, employee files, financial records and other information around the globe quickly and inexpensively has opened up a world of opportunities and risks. The Firm’s multinational clients have increasing needs for guidance on data, privacy and cyber security laws and regulations in jurisdictions worldwide, particularly in view of the increasing volume of jurisdiction-specific laws, including those in member states of the European Union. To help clients satisfy these needs, the Firm developed a global data, privacy and cyber security practice that has grown to include more than 60 lawyers in 20 of the Firm’s offices. As the IP practice has grown globally, the practice has also enhanced its value to clients through a multijurisdictional, integrated approach. “Typically, lawyers from different offices work together on IP matters, even where the case may only involve one jurisdiction,” notes Drivas. As examples, in 2013 a three-office team of litigators represented Google in several courts and before the International Trade Commission (ITC), and a multioffice team of litigators won a high-stakes patent case before the ITC for InnoLux Corporation, a Taiwan-based manufacturer of liquid crystal displays, successfully defending InnoLux on five patents, an uncommon victory in any forum. The success of the Firm’s patent litigation team in winning notable IP cases, the global reach of the Firm’s IP practice and the collaborative approach of the IP team are all factors that have helped the Firm continue to attract major IP clients, including being added to Pfizer’s panel of approved counsel against stiff competition. As for his view of the future, Drivas, head of the Firm’s global IP practice, observes: “From a brand new practice for the New York office in the mid-1980s, our IP practice has evolved into a global practice that offers a full range of litigation, transaction and advisory services to clients around the world on all aspects of intellectual property. The seed cases helped put us on the map in the biotech world, and we used that success as a building block in expanding our IP practice to include other industries and our client base to include major players in these industries. We plan to remain on the frontline of IP developments in order to help our clients meet the challenges of protecting their intellectual property rights as they continue to be champions of innovation in their respective industries.”

International trade

The year 1994 was a watershed year for the world trading system and for the Firm’s nascent international trade practice. That year marked the conclusion of the Uruguay Round trade negotiations, which culminated in both an international treaty and a new international organization—the World Trade Organization (WTO)—the purpose of which was to assist the nations of the world in the implementation of this new global agreement. At about the same time, the governments of the United States, Canada and Mexico concluded the North American Free Trade Agreement (NAFTA), an agreement that would extend preferential trading rules among these three nations acting within the new WTO system. International trade rules were in flux, and global companies and governments were confronted with a new set of rules for the regulation of international trade. White & Case had decided some years earlier to dedicate resources to international trade law issues, forming a small group of lawyers in the Washington, D.C. office to focus on the regulation of international trade. In 1994, the Firm added to its capabilities by hiring a lateral group of seven international trade lawyers in Washington, D.C., and in 1995 it added six more. Both groups had sovereign and private sector clients in Asia, Europe and Latin America. In 1998, the Firm merged with the Brussels firm Forrester Norall & Sutton, which specialized in trade and competition law, and also added trade capabilities in its Mexico City office. In subsequent years, the Firm opened an office in Geneva, Switzerland—the home of the WTO—and, through internal transfers of personnel, expanded its presence and deepened its commitment to clients in Asia and Europe. The result was that in 2016, two decades after the conclusion of the WTO agreement, White & Case’s international trade practice consisted of about 60 lawyers and professionals located in eight White & Case offices in North America, Europe and Asia. The clients served by the Firm’s international trade practice include both sovereigns and private sector companies. Saudi Aramco and the Ministry of Petroleum of the Kingdom of Saudi Arabia turned to White & Case for advice during the historic accession in 2005 of the Kingdom to the WTO. Several years after the Kingdom’s accession, White & Case continues to counsel Saudi Aramco and the Kingdom on the myriad of rights and obligations that arise from the WTO agreements. Some international trade disputes become so complex and involve so much money that they resist even the best efforts of governments to resolve them. One example was the longstanding dispute over the cement trade between the United States and Mexico. White & Case represented private interests in the Mexican industry and assisted the Mexican government in a 16-year dispute that began in the late 1980s and involved technical administrative proceedings, court appeals and dispute resolution panels organized under NAFTA and the WTO. The Firm’s efforts on behalf of its clients resulted in an historic agreement between the two countries, ending the litigation and providing the basis for increased cement trade in North America.

The WTO agreements regulate a broad array of economic discourse between nations, creating a complex web of rights and obligations for the approximately 160 sovereign members. It is no surprise, then, that the WTO’s dispute settlement system has been one of the most active in history, with member countries disputing issues including permissible subsidies to capital-intensive industries, rules governing agricultural trade, intellectual property rights and the limitations on a sovereign’s right to tax. White & Case has become one of the few law firms representing sovereigns in this active area of WTO dispute settlement proceedings. Several sovereigns have looked to White & Case for advice on these disputes, including the governments of Argentina, Colombia, Japan, Mexico, Peru, the Philippines and Saudi Arabia. The growth and consolidation of the Firm’s international trade practice coincided with a broadening of the scope of global trade regulation, a phenomenon that may be seen as a reaction to the evolution of events in society at large. The rise of terrorism has caused nations to impose trade restrictions in the name of national security, leading to a series of laws and regulations that condition the ability to move goods and services across borders and to engage freely in direct foreign investment. Considerations of human rights and ethical business practices throughout the supply chain have led to trade-based sanctions for offenders of rules prohibiting child and slave labor, the mining of natural resources in areas of conflict, and the killing of endangered species, to name a few. The digital revolution has left its mark on trade, causing governments to negotiate rules over “digital trade” and “information technology” and to allow trade restrictions to be imposed on violators of intellectual property rights. Walter Spak, global head of the Firm’s international trade practice for about 18 years, observes: “All of these issues and more confront today’s corporate counsel and the governments who seek to regulate trade. The Firm’s international trade team has adapted accordingly, adding important capabilities in national security and intellectual property rights, and generally integrating a sophisticated knowledge of trade rules into much of the advice the Firm provides to its clients. The growth and globalization of the Firm’s international trade practice mirrors those of the Firm, and we expect evolving market developments to fuel further growth and globalization for many years to come.” In September 2015, Walter Spak was succeeded as global head of the Firm’s international trade practice by his brother, Greg Spak.

Mergers and acquisitions

The mergers and acquisitions boom during the 1980s resulted in a wave of hostile takeover attempts in which the Firm’s corporate and litigation lawyers played key roles on behalf of their clients. In 1981, the Firm represented U.S. Steel in its successful role as a white knight in Mobil’s attempt to take over Marathon Oil. In 1987, the Firm helped Newmont Mining fend off an unwanted attack by T. Boone Pickens. The Firm devised the “standstill takeover defense,” a plan to couple a standstill agreement with Newmont’s largest shareholder with a mega-dividend that provided the funds necessary for the shareholder to conduct a “street sweep” and defeat Pickens. The White & Case team was led by Jack McNally, who in 1969 had led the Firm’s team that defended Goodrich against attack by Northwest Industries. In 1988, the Firm helped Newmont Mining fend off the hostile attempt by Minorco to take over Consolidated Gold Fields , which owned about 49 percent of Newmont. The Firm successfully defended Sea Containers in the late 1980s in resisting a joint attack by Stena, a Swedish shipping company, and Tiphook, a UK container leasing company. Sea Containers had become a client of the Firm as a result of Jim Hurlock’s efforts and relationship with its founder and CEO, James Sherwood, and Hurlock worked with Mort Moskin and John Reiss in the year-long attempted takeover battle that included litigation in the courts of Bermuda and various U.S. federal courts. Throughout the 1980s, the Firm continued a broad range of work for corporate clients, including American District Telegraph Company, Goodrich, Clark Equipment, Crum & Forster, Dun & Bradstreet, Heublein, John Wiley & Sons, Moran Towing, Norton Simon and Waterman Steamship. Examples of this work include the acquisition by Xerox Corporation of Crum & Forster in 1983; GE’s $2.5 billion sale of its mining and minerals business to Broken Hill Proprietary Company of Australia in 1984, at the time the largest-ever corporate transaction; the acquisition of Nabisco Brands by R.J. Reynolds in 1985; and the acquisition by International Minerals & Chemical Corporation of the Mallinckrodt Division of Avon Products in 1986.

The Firm’s relationship with Saatchi & Saatchi is a good example of the benefits of the Firm’s internationalization. When the British Saatchi brothers, who had started an advertising business, wished to expand in the United States, they chose White & Case to represent their company on the recommendation of Macfarlanes, a London firm with which White & Case had a good working relationship. The company’s 1982 acquisition of Compton Communications turned out to be the first of 35 that Saatchi & Saatchi would make over the next several years, converting the company from the seventh-largest advertising agency in the UK to the largest in the world, a position it maintained until it was sold to the Publicis Groupe in 2000. White & Case represented the company in all of these transactions. Another client relationship that demonstrates the benefits of the Firm’s internationalization is the one with Ahold, the Dutch company that owns chains of supermarkets around the globe. Gwynne Wales began to represent Ahold when he was stationed in the Firm’s Brussels office in the early 1970s and continued to work for Ahold when he returned to New York. For years, the work consisted of tax and routine corporate matters. Then, in the mid-1990s, when Ahold decided to embark on a major expansion of its U.S. business, it asked White & Case to work with it on this strategic initiative. In 1996, Ahold acquired Stop & Shop for $2.9 billion, which boosted Ahold into sixth position among U.S. supermarket chains. John Reiss and Maureen Brundage led the White & Case team in the Stop & Shop deal and the Giant Food and other U.S. acquisitions that followed. The relationship with Ahold continued to grow, and in 2002, when Ahold faced allegations of financial irregularities, it turned to White & Case for help. With Reiss, Brundage and Glenn Kurtz coordinating the Firm’s multi-year efforts, White & Case teams worked with Ahold to put into place a new credit facility, to settle issues raised by U.S. regulators without the imposition of a fine and to resolve several large class-action litigations. In 2007, the Firm advised Ahold in its $7.1 billion sale of U.S. Foodservice to a consortium of KKR and Clayton, Dubilier & Rice. This deal was the last transaction to access the U.S. high yield market before that market shut down in July 2007.

The Firm’s banking clients have also proven to be a frequent source of M&A deals. During the 1990s, the Firm acted for Swiss Bank Corporation on the U.S. part of its worldwide initiative to become a full-service investment bank. This involved a number of acquisitions by Swiss Bank, including O’Connor & Associates (derivatives), Brinson Partners (asset management) and Dillon Read (investment banking). The Firm also represented Swiss Bank when it merged with Union Bank of Switzerland in 1998 to form UBS, and Deutsche Bank when it acquired Bankers Trust in 1999. More recently, a team of the Firm’s lawyers led by Reiss, Ernie Patrikis and Francis Zou represented Industrial and Commercial Bank of China (ICBC), the world’s largest bank in terms of assets, in its 2012 acquisition of the Bank of East Asia. With this transaction, ICBC became the first mainland Chinese bank to receive approval from U.S. bank regulators to acquire a controlling stake in a U.S. bank, either retail or wholesale, or to have a U.S. bank subsidiary by either establishing or acquiring it, setting a precedent for future Chinese/U.S. financial institution merger and acquisition activity. The Firm’s bank M&A practice, like the rest of the M&A practice, is global. Petri Haussila in Helsinki helped the Firm establish a strong relationship with Nordea Bank, the leading financial services group in the Nordic and Baltic Sea region, representing it in various M&A transactions, including the acquisition of Russian bank Orgresbank. In Frankfurt, Matthias Kasch and others have worked with DZ Bank and associated banks and insurance companies on various M&A transactions, including: selling the bank’s majority stake in Südwestbank, Stuttgart, to Santo Holding (Deutschland); the merger between German and Belgian companies that resulted in “Equens,” the first Pan-European payment processor; and the sale of the bank’s silent partner’s interest in AHBR to Lone Star. The Firm also represented Banco Bilbao Vizcaya Argentaria (BBVA), the second-largest bank in Spain, in the €4.2 billion acquisition of a 24.9 percent stake in Garanti Bankasi, the largest-ever Turkish private sector M&A transaction, and more recently in its acquisition of an additional 14.89 percent stake in Garanti Bankasi for about €1.9 billion.

In the 1990s, the Firm continued to build its M&A and general corporate practices, but also began to develop a substantial private equity practice. The practice itself was not new to the Firm. It had represented private equity companies since the 1960s (then referred to as “bootstrap acquisitions”), including the work done by Joe Hinsey for Hoffman Management. Hinsey would leave the Firm in 1987 to become a professor at the Harvard University Graduate School of Business. The Firm’s connection with the Saatchis, however, opened the door for the Firm to begin expanding its practice in private equity. Steve Schwarzman, in his capacity as the investment banker for Saatchi & Saatchi, had met Bill Wynne during its series of U.S. acquisitions. When Schwarzman left Lehman Brothers to start his own firm, Blackstone Partners, Wynne advised on Blackstone’s first leveraged buyout, of Transtar, a transport subsidiary of USX Corporation, and then on subsequent buyout deals. The Firm’s relationships with its bank clients also proved instrumental in helping the Firm grow its private equity practice. Private equity firms were often on the other side of the table in acquisition financings when the Firm was representing lenders, giving the Firm’s lawyers the opportunity to develop relationships with, and demonstrate their deal-making ability to, key people at these firms. The Firm represented the merchant banking arm of Banque Paribas in a number of financings to middle market private equity firms. When Paribas merged with Banque Nationale de Paris, a number of the Paribas merchant bankers left to join private equity firms. Reiss, who at that time was responsible for the Firm’s relationship with the Banque Paribas merchant banking arm, led the successful effort to transition these lending relationships to a private equity practice. From those beginnings, the Firm has built a substantial private equity practice that covers the globe. Reiss and Oliver Brahmst work closely with a variety of private equity firms, including Harvest Partners, CVC, Quad-C Management, Dominus, Cobepa and other private equity firms in New York and throughout the United States and the world; and a second generation of private equity partners, led by Matt Kautz and Carolyn Vardi, is working to assure the institutionalization of these clients and the expansion of the practice. Claes Zettermarck, who joined the Firm in Stockholm in 1983, helped the Firm establish its strong relationship with Nordic Capital, one of the leading private equity shops in Scandinavia and Europe; and Vincent Morin and François Leloup led the development by the Paris office of relationships with BC Partners, Blackstone and Carlyle. In 2013, as a sign of the increasing importance and success of its private equity business, the Firm appointed global co-heads of private equity, Brahmst in New York and Ian Bagshaw and Richard Youle in London, the latter two joining the Firm from one of London’s magic circle firms. The Firm’s “cross the pond” private equity offering has been well received by clients. In 2015, the Firm represented CVC in leading a consortium including Temasek Holdings (Singapore-based) and Vatera Healthcare Partners (New York–based) in the $2 billion acquisition of a controlling stake in Alvogen, a U.S. leading generic pharmaceuticals company, from Pamplona Capital Management (UK). This transaction was the first “big ticket” multi-party consortium deal undertaken after the financial crash that began in 2008.

In 2012, White & Case made another move to strengthen its M&A practice, with Mort Pierce and six other partners joining the Firm from Dewey & LeBoeuf. Pierce, one of the preeminent M&A lawyers in the United States, worked with the Firm’s global M&A team to complete the Zimmer Holdings $13.4 billion acquisition of Biomet, one of the largest deals in the medical devices sector and one that had an impact on hundreds of markets around the world. Denise Cerasani, who arrived at the Firm with Pierce, brought with her the leading global M&A financial advisory practice, focused on advising investment banks as financial advisers on M&A transactions. The addition of Pierce and his team followed the addition of Earle O’Donnell, Mike Shenberg and others, as White & Case developed a leading energy M&A practice. In addition to advising prominent energy companies, including Calpine, Dynegy, Engie, GMR Group and Vattenfall, on their most important M&A activities, in 2011 the Firm served as M&A and regulatory counsel to Fortis, Canada’s largest publicly-owned distribution utility, in its $1.5 billion acquisition of CH Energy Group, a regulated transmission and distribution utility located in New York. The transaction marked the initial entry by Fortis into the U.S.-regulated electric and gas utility marketplace, and the Firm was instrumental in helping steer Fortis through the necessary approval processes at the U.S. Department of Justice (to gain the necessary permit for a non-U.S. buyer), the U.S. Federal Energy Regulatory Commission (FERC) and other regulators. This acquisition opened the door to increased investment by Fortis in the United States, and the Firm has continued to represent Fortis in further U.S. acquisitions, including its $4.3 billion acquisition of UNS in 2013 and its $11.3 billion acquisition of ITC Holdings in 2016. The Firm’s M&A practice has become one of its most global practices and is highly integrated with many of the Firm’s other practices, including antitrust, capital markets, employee benefits, environmental, finance, litigation, real estate, regulatory and tax. One of the most profound developments in the current M&A environment is the increasing level of global regulatory scrutiny that is having an impact on announced acquisition transactions and those that are being considered. In this environment, the Firm’s regulatory lawyers, particularly the members of its global antitrust team led by Mark Gidley and its global national security team led by Farhad Jalinous, are playing increasingly important roles in helping clients deal with these regulatory concerns. Jalinous joined the Firm in 2015 and is a leading practitioner in the area of national security, including dealing with the Committee on Foreign Investment in the United States (CFIUS). In 2016, a White & Case team led by Vivian Tsoi and Greg Pryor represented Qingdao Haier, a Chinese company that is 41 percent owned by Haier Group, in its $5.4 billion acquisition of General Electric’s appliances business, GE Appliances, through a hotly contested auction process. Qingdao Haier’s interest in GE Appliances arose when General Electric’s agreement with Sweden’s Electrolux was terminated because of antitrust issues in December 2015 and General Electric began an auction to find a new buyer. The Firm successfully led Qingdao Haier through the process to complete the acquisition, which was one of the largest U.S./China acquisitions in 2016. This transaction was a watershed moment, with the combination of an iconic Chinese consumer company with an iconic U.S. brand representing acceptance in both China and the United States of the ability of Chinese companies to navigate the U.S. M&A environment. Over the years, the Firm has also demonstrated that it is not afraid to defend its clients aggressively against governmental challenges to their proposed transactions. The Firm, led by Dan Dufner, is currently representing Anthem, one of the largest U.S. health benefits companies, in resisting the efforts of the U.S. government to block its $54.2 billion proposed merger with Cigna. This combination will create a premier health benefits company with critical diversification and scale to lead the transformation of healthcare delivery for consumers. This transaction, the largest deal the Firm has ever done acting for a principal, will also be the largest-ever transaction in managed care and the first merger in the industry that resulted from a public “bear hug” approach. This transaction is another example of the Firm’s role in transformative M&A developments. The results of the U.S. government’s simultaneous challenge to the combinations of Anthem and Cigna and Aetna and Humana will resonate for decades and dramatically affect health care in the United States. Anthem’s defense against the government’s challenge is being led by Mark Gidley and Chris Curran. On another front, in a recent wave of consolidating acquisitions in the hospitality sector, the Firm represented FRHI Holdings (FRHI), Kingdom Holding Company of Saudi Arabia and Qatar Investment Authority in the $2.9 billion sale of FRHI, the parent company of luxury hotel brands Fairmont, Raffles and Swissôtel, to AccorHotels. This transaction was one of the most complex of the hospitality deals in the market, involving two major Gulf investors taking stakes in the French company. Oliver Brahmst, Carolyn Vardi and Michiel Visser led a team of lawyers from the Firm’s New York, Paris and Middle East offices. The transformation of the Firm’s global M&A practice since the turn of the century is reflected in its ranking in the Mergermarket M&A League Tables for the first half of 2016: number one by value in the United States, Europe and Asia-Pacific, and globally. No single firm has ever been ranked number one in value in all three regions and globally. Reflecting on this achievement, Reiss notes: “These rankings are a testament to the depth and breadth of our M&A practice and, importantly, to the integration of our M&A practice with almost all of the Firm’s other practice areas. More than any other practice, M&A is dependent on the rest of the Firm.” Reiss goes on to say: “We have transformed our M&A practice in the last 10 years into a global powerhouse. This transformation has been founded on a legacy of Firm excellence, cooperation and vision, and this foundation assures our M&A practice has been built to last and will continue to flourish and contribute to the future success of the Firm and our clients.”

Tax

The Firm’s tax practice has a distinguished history. Walter Orr joined the Firm as an associate in 1916 after graduating from Columbia Law School and became a partner in 1925. Upon his arrival, he was assigned as a new associate to familiarize himself with the federal income tax law of 1913 and the regulations relating to it with a view to becoming the Firm’s income tax expert. He did so well at this task that he was sent to the hearings regarding the Revenue Act of 1917. He went on to help draft it and then assisted the IRS in writing the regulations implementing it. Henry Mannix started at White & Case as an office boy and rose to the position of law clerk while attending Fordham Law School, graduating at the top of his class. He became a tax lawyer and, among other things, did personal tax work for Pierre Cartier, owner of the New York branch of Cartier, and for Barbara Hutton, the Woolworth heiress. Three White & Case tax partners—Dick Appert, David Sachs and Roger Mentz—have chaired the tax section of the New York State Bar Association, which has historically been the most influential of such bodies in the country. Tax lawyers at White & Case are valued by their corporate partners and by the Firm’s clients for their innovative tax planning ideas. One example is “leveraged preferred stock,” devised in conjunction with the Firm’s client, Commercial Union Leasing. Orr was the inventor in the 1930s of what became known as the “collapsible corporation.” A third example is the “stapled stock” structure, developed in the 1970s by the Firm’s tax lawyers for Sea Containers to make an expatriation from New York to Bermuda. Subsequent legislation made this particular structure moot, but tax issues surrounding expatriation continue to be prominent. As the Firm globalized, the tax practice followed. When the Firm reopened in Paris in 1960, a tax lawyer was in the office. The Firm had a tax lawyer in the Brussels office by the early 1970s. In each case, tax capability was perceived to be necessary to fully serve clients of those offices handling important transactions. Gwynne Wales was the first White & Case tax partner to be located outside of the United States—Wales was made a partner in 1969 and left for Brussels a few days later. Wales’s presence in Brussels was not tax-focused—his role was to oversee the overall practice of that office, but somewhat accidentally he became the first “international tax partner” of White & Case. That is, he became a tax lawyer who, while grounded in the tax law of a particular country, was conversant in the tax laws of some other countries and skilled at handling cross-border transactions in which the tax laws of multiple jurisdictions were relevant. Most White & Case tax partners could be labeled “international tax lawyers,” and that fact has led to unusual client matters. In 1980, before the departure of the Carter administration, the U.S. Treasury rewrote the foreign tax credit regulations to make it more difficult for oil companies to qualify for credits on the taxes of oil-producing countries. As a result, there was a scramble to get the governments of the affected countries to change their tax laws to make their taxes on oil production qualify for U.S. credits. The Firm was retained by Indonesia to assist in this process, and Wales spent a year attending meetings with the Ministry of Finance and representatives of the oil companies to come to an agreement on the text of the new Indonesian tax law.

Jim Hurlock’s vision for the global expansion of the Firm did not involve tax per se, but it did include the idea that the Firm must be able to provide full and first-class advice under local law on transactions in and out of each country in which the Firm had an office. In many cases, that has required international tax expertise, and the Firm’s tax capabilities outside of the United States have grown accordingly. Japan in the early 1990s was the first country in which the Firm had local tax expertise at the partner level. Gary Thomas, a partner in Tokyo, was for many years the only non-Japanese native in the country who was registered as a Japanese (licensed tax lawyer) and fully qualified to practice before the Japanese tax authorities. Over the years, the Firm added tax partners in London and Paris, and today has highly respected capability in the tax laws of both the UK and France. When the Firm entered Germany in 2000 via the merger with Feddersen Laule, part of the attraction was the opportunity to associate with Gerhard Laule, a noted German tax lawyer. When the Iron Curtain fell and the Firm opened offices in Eastern Europe, it became apparent that tax would be a critical offering there. Jan Matejcek, then the head of the Prague office, had the vision to hire Aleš Cechel and develop a leading Czech tax practice—a practice that not only served existing clients, but helped draw new clients to the Firm. Irina Dmitrieva, one of the leading tax lawyers in Russia, joined the Moscow office in 2004. By 2016, the Firm had significant local and international tax capability in a number of other offices, including Warsaw, Mexico City and Istanbul. Among New York law firms, the Firm has always been unique in the degree to which its tax lawyers interface directly with clients. As the Firm went global, this culture spread to other offices of the Firm. Major corporate clients of the Firm—such as Saudi Aramco and Deutsche Bank—have close working relationships with tax partners at the Firm and rely on their advice and judgment on important matters. The Firm’s London tax lawyers illustrate this prominence. In 2014, the Firm advised Her Majesty’s Treasury in adopting a new UK withholding tax exemption for interest payments on privately placed debt. The Firm has continued to advise HM Treasury—the first non-magic circle firm ever to have that honor. As the tax law of the United States, and most other countries, has become more difficult and more technical, many of the Firm’s competitors—particularly in New York and London—have responded by allowing their tax lawyers to become backroom specialists—or, what might be known as “wizards behind the curtain.” The Firm has taken the opposite tack. White & Case tax partners, including Bill Dantzler, who joined the Firm laterally in 1995 and led the Firm’s global tax practice for many years, have successfully made concerted efforts to enhance existing client relationships and develop new ones based on the high quality of the tax advice and counsel they provide in complex transactions and other matters. This approach has been particularly important in the growth of the Firm’s M&A practice, among others. The Firm’s tax practice led in the implementation of an approach to major M&A transactions in which an M&A partner leads a multidisciplinary team that includes not only M&A lawyers, but partners in tax and other specialized areas.

While one of the primary functions of members of the Firm’s tax practice has been to handle the tax aspects of corporate transactions, the Firm’s tax lawyers have also made many other valuable contributions to the Firm. Roger Mentz joined the Firm in 1995 in its Washington, D.C. office when the Firm merged with the boutique tax firm of which he was a partner, McClure, Trotter & Mentz. About the time Mentz arrived at the Firm, companies with significant interests in Japan began to grow increasingly concerned that their businesses were being hampered by the existing tax treaty between the United States and Japan. Mentz played a major role in forming an informal coalition of these companies, and in September 1999, CEOs of these companies met with U.S. Treasury Secretary Larry Summers and obtained his agreement that the United States should request formal negotiations with Japan and push for a new treaty. Summers followed up on his agreement by meeting with the Japanese minister of finance and by arranging for President Clinton to meet with the prime minister of Japan. Further discussions at high levels eventually led to formal negotiations that commenced in October 2001 and resulted in the signing of a new U.S.-Japan bilateral income tax treaty in 2003. Among other things, the new treaty adopted an exemption from withholding tax on royalties, dividends and interest that compared favorably to the 10 percent tax under the old treaty. The Firm’s employee benefits practice originated in New York as an outgrowth of the tax practice. Steve Piga in the 1960s was the first tax partner of the Firm to specialize in the benefits area. Maureen Donovan joined the benefits practice in 1974, the same year that the United States enacted ERISA—major legislation regulating benefits. Piga and later Donovan became essential to their clients as they learned, often together, how to deal with this new and complicated legal regime. When Piga retired in the early 1990s, he had the unusual honor of being fêted by two clients—Dun & Bradstreet and Bankers Trust—with retirement parties. Donovan for many years guided Bankers Trust, and later The Goldman Sachs Trust Company, on fiduciary aspects of ERISA. As the Firm globalized, lawyers in a number of offices—sometimes tax lawyers, but often lawyers specializing in labor and employment matters—coalesced into a global employment, compensation and benefits practice, led by Nicholas Greenacre since 2010, that covers employment and labor law, executive compensation, pensions and other employee benefits, the employee aspects of M&A and private equity transactions and employment litigation. This practice has grown over the years with the addition of a number of lawyers from other firms, including Oliver Brettle in London in 2001, Greenacre in London, who joined in 2005 and became a partner in 2008, and Henrik Patel in New York in 2014. By 2016, the practice had more than 50 lawyers in 18 offices, including those in New York, London, Paris, Istanbul and Germany.

The Firm’s tax practice also includes a tax controversy practice. In the early days, tax lawyers at the Firm teamed with litigators to handle tax cases. An example is the Second Circuit decision in , in 1980, which is one of the seminal cases in the area of transfer pricing. The case was litigated by Hal Fales, a litigation partner, and David Sachs, a tax partner. Over the years, the Firm added tax lawyers who are also litigators and specialize in tax controversies, including Kim Boylan, the current head of the Firm’s global tax practice. Looking back at the historical development of the tax practice, Dantzler observes: “It’s been a pleasure to work at a firm that has always recognized what sophisticated tax lawyers bring to the table. All lawyers want to be perceived by their clients as adding value well in excess of the amount billed for their time. We tax lawyers are fortunate that tax law is an area in which value is often easily quantifiable and visible to the client.”

White collar

White & Case has a long and distinguished history of defending clients in governmental enforcement proceedings, conducting major investigations, whether driven internally or by outside enforcement authorities, and engaging in other white collar matters. The Firm began handling notable white collar matters before the phrase “white-collar crime” was reportedly coined by sociologist Edwin Sutherland in 1939. In 1912, George Case, one of the Firm’s founders, helped advise Pierpont Morgan and Harry Davison when they testified at hearings of the Congressional Pujo Committee during its investigation into whether a Wall Street “money trust” controlled U.S. industry , and in the mid to late 1930s, the Firm successfully defended Swift & Company against federal antitrust charges by a competitor . In notable white collar matters after 1939, the Firm represented Aramco successfully during a federal grand jury investigation convened in 1952 in Washington, D.C. regarding alleged worldwide oil cartel activities , and helped resolve in 1961, through plea negotiations, federal criminal charges brought during the “electrical antitrust case” against General Electric and several of its officers for allegedly conspiring to fix prices on major parts for electrical power plants . The Firm also represented Texas Gulf Sulphur when the SEC filed civil claims in 1963 against it and a number of its employees alleging insider trading relating to the major copper find in Timmins, Ontario, and it obtained a favorable result in 1967 for creditors facing substantial losses as a result of the Salad Oil Scandal. Over the years, the Firm continued to grow its white collar practice, relying primarily on antitrust and commercial litigation partners who could handle white collar matters capably but did not devote their full time to the white collar practice or have significant experience with criminal law matters. Then, in 1989, a pivotal event occurred in the development of the Firm’s white collar practice. The Firm was retained by Crédit Lyonnais to help it deal with ill-fated loans it made to fund the purchase of the MGM film studio. A large-scale internal investigation led to complex cross-border litigation in many countries, requiring the services of many of the Firm’s lawyers, and to criminal charges that were finally settled in 1999 through an accord with the U.S. attorney’s office for the Central District of California. The Crédit Lyonnais matter was pivotal because it turned out to be the largest white collar matter in the history of the Firm as of that time. This, coupled with the increase in volume of white collar work as the Firm continued to expand abroad, caused the Firm’s management to conclude that it should devote more resources to building a stronger and more global white collar practice and bring in a lateral partner with significant experience in criminal law matters to lead the practice full-time. The Firm began an active lateral search and, in May 2000, George Terwilliger, who had recently served as deputy attorney general of the United States, joined the Firm as a partner in the Washington, D.C. office. Terwilliger had been a federal prosecutor and had experience representing multinational banks, telecommunications companies and healthcare concerns in large investigations and government enforcement matters. He brought with him a team of specialized white collar lawyers from his former law firm. In 2002, Darryl Lew, head of the global practice, joined the Firm as a partner in the Washington, D.C. office. Shortly after his arrival, Lew led the Firm’s representation of the audit committee of Magyar Telekom, a subsidiary of Deutsche Telekom, in a multi-year investigation concerning allegations of bribe payments to foreign officials. Lew and his team completed the underlying investigation for the audit committee. The company thereafter reached a settlement with the DOJ and the SEC. In 2005, the Firm moved to strengthen and expand its U.S. West Coast presence by having Fernando Aenlle-Rocha join as a partner in the Los Angeles office. For nine years prior to joining White & Case, Aenlle-Rocha served as a federal prosecutor in the criminal division of the U.S. attorney’s office for the Central District of California and the Southern District of Florida. In Washington, D.C., Dan Levin joined as a partner in 2007, having previously held various senior positions at the DOJ and served as a federal prosecutor. Levin’s experience in complex white collar matters enhanced the ability of the Firm to represent clients globally. In New York, the Firm added as partners Scott Hershman and Greg Little in 2009 and Ken Caruso in 2010, strengthening its already existing capabilities in Washington, D.C., London and elsewhere in anti-money laundering, anti-terrorism financing, bribery, economic sanctions and foreign investment restrictions. In 2014, Dan Fridman and Michael Garcia joined the Firm as partners in the Miami office to give the Firm greater capability to handle white collar work involving Latin American countries. Fridman and Garcia are both fluent in Spanish, as is Aenlle-Rocha, giving the Firm a Latin American practice run by partners with enforcement and investigation experience and native language skills.

In April 2016, the Firm opened an office in Boston staffed initially by a team of lawyers led by Mike Kendall, all of whom are white collar lawyers and have experience in the healthcare, financial services, manufacturing and energy sectors. Another member of the team, Andy Tomback, joined the Firm in its New York office. Kendall and Tomback are both former federal prosecutors. Outside the United States, the Firm had already added Nils Clemm and other significant white collar capability in Germany when it merged with Feddersen Laule in August 2000. Ten years later, Michel Beaussier joined the Firm as a partner in the Paris office along with a group of five additional white collar and litigation lawyers from his prior boutique white collar firm. Beaussier is a senior white collar lawyer, with more than 30 years of experience in handling criminal and bank regulatory matters. Ludovic Malgrain joined the Paris team as a partner in 2012, with notable experience in the financial and industrial sectors, and Jean-Pierre Picca joined the team in 2013 after having served as a senior legal adviser to the president of France and in a variety of prosecutorial and judicial positions. In London, John Reynolds was joined in 2015 by Jonathan Pickworth and a number of the white collar team members from his prior firm. This targeted growth of the Firm’s white collar practice turned out to be well timed. In the aftermath of the financial crisis that began in 2008, the use of both criminal and civil enforcement mechanisms by governments around the world to regulate international business activity increased markedly. During this period, the Firm witnessed an unprecedented expansion of the scope of corporate liability for the acts and omissions of employees, as well as increased prosecution of corporate executives. In addition to the globalization of anti-corruption enforcement, there has been an increasing use of criminal and civil statutes to prosecute companies and individuals in the banking, securities and healthcare sectors. This growth has put the Firm in the position to participate in some of the most high-profile financial regulatory matters of recent times, working to help clients faced with heightened scrutiny by global regulators. The London Interbank Offered Rate (LIBOR) and other rate manipulation cases have been dominant themes in the white collar world, and the Firm is working with two major financial institutions to meet the challenges presented by these cases. In one such case, lawyers in the Firm’s Paris, New York, Washington, D.C., Brussels and Tokyo offices are involved. As Lew observes: “It is striking how from early on the Firm has had a strong involvement in a number of notable white collar cases, even during the many years when most white collar work was handled by boutiques rather than large law firms. In recent years, our white collar practice has expanded by bringing in lawyers with specialties in a broad range of white collar and criminal law matters and has also become more global, but, at root, its strength lies in the ability of our lawyers to offer clients the best advice and guidance in their most challenging legal and reputational circumstances.”

Environmental

Several factors led to the formation of an environmental practice at the Firm in the late 1980s and its subsequent expansion. First, the large number of environmental laws enacted by the U.S. Congress during the 1970s and early 1980s led to an increased representation of clients on environmental matters. The Firm’s environmental and litigation practices were the first to feel the effect. By the late 1980s, the Firm was handling a number of large environmental insurance coverage and toxic tort litigations. Most noteworthy was the Firm’s representation of Ciba-Geigy in its claims against several major insurers seeking coverage for the company’s required cleanup of dozens of hazardous waste sites throughout the country, a litigation that was led by Vin FitzPatrick. The Firm also represented Ciba-Geigy in its defense of hundreds of claims asserted against it in courts around the country alleging exposure to toxins purportedly emitted by urea formaldehyde foam insulation. The development of an environmental practice that focused not only on litigation matters but also on representing clients on environmental issues in corporate transactions was initially driven by a series of court decisions in the late 1980s and early 1990s. These decisions held that under certain circumstances a secured lender could be responsible for paying for the cleanup of contamination on property on which it held a security interest. The Firm recognized that White & Case lawyers with significant experience in environmental law were needed to advise the Firm’s banking clients on their potential exposure. The group’s role expanded to advising corporate clients in transactions where industrial properties were at issue and advising project finance clients on environmental permitting requirements for power generation, oil and gas, and other projects. Rick Horsch was asked to lead the group in 1990. During the 1990s, the practice continued its expansion in all areas—environmental litigation, environmental transactional and environmental advisory matters. The number of lawyers in the group expanded as well. As the Firm grew internationally, so too did the number of cross-border transactions and the scope of the international environmental work, along with the complexity of the environmental issues that the Firm’s environmental lawyers were addressing. For example, Saudi Aramco’s downstream expansion required environmental issues to be addressed not only in the United States but in Greece, Japan, the Philippines, Saudi Arabia and South Korea, among other countries. The Firm’s project development practice required dealing with environmental issues in Africa, Asia, Chile, Mexico and the Middle East. Following its merger with Forrester Norall & Sutton, the Firm acquired significant EU environmental expertise, with the addition of Jacqui MacLennan, Thomas Tindemans and others in Brussels. The development of international environmental expertise was also aided by the Firm’s merger with Feddersen Laule in 2000, when environmental lawyers Norbert Wimmer, Henning Berger and Martin Hoffmann joined the Firm in Germany. The practice continued to expand in the United States as well. Doug Halsey joined the Firm as a partner in Miami in 2000, adding substantial land use, environmental litigation and environmental regulatory expertise. Halsey became head of the practice in late 2010. Neal McAliley joined the Firm in Miami in 2002 from the environment and natural resources division of the U.S. Department of Justice and became a partner in 2006. McAliley added extensive environmental litigation and regulatory capability to the practice, especially in water law issues. A separate but related development was the initiative undertaken in 2007 by an interdisciplinary group of the Firm’s lawyers to work together to expand the Firm’s climate change practice. The Firm had long been involved in the financing and development of renewable energy sources, such as wind projects, solar projects, biomass plants and hydroelectric facilities; regulatory and disputes lawyers had worked on matters related to greenhouse gas cap-and-trade systems; and the Firm’s environmental lawyers had played a key role in many climate change matters and renewables projects. Those involved in this initiative included McAliley, MacLennan, Sandra Warren (a project finance partner in the New York office), Horsch, Tindemans and Arthur Mitchell in Tokyo. This group engaged in many renewable energy projects around the world, represented parties in transactions under cap-and-trade systems, advised sovereigns on the development of laws and the establishment of ministries to address greenhouse gas reduction, and advised on the negotiation of international climate change conventions. Over the next six years, the activities of the Firm’s lawyers in its environmental and climate change practices converged to the point where the Firm decided to combine them at the end of 2013 under a unified, global environmental practice led by Halsey, with 78 lawyers in 35 offices.

In addition to the practices noted above, several other practices have contributed to the evolution of White & Case into a global firm, including:

Private clients

The private clients practice, formerly known as the trusts and estates practice, dates back to the founding of the Firm, when some of the Firm’s earliest clients were wealthy individuals who looked to lawyers for estate planning advice. Over the years, the client list has expanded to include many of the world’s most important families as well as the founders, high-level executives or heirs of many of the world’s leading companies, including CBS, Citibank, DuPont, Exxon, General Motors, Hess, JPMorgan Chase, Merck, 3M, Schaefer Brewing and U.S. Steel. The Firm’s relationship with some of these families has extended for four generations. A hallmark of the Firm’s private clients practice has been the representation of the fiduciary departments of financial institutions, including Deutsche Bank Trust Company, The Goldman Sachs Trust Company, JPMorgan Chase, UBS, U.S. Trust, Citibank and the trust departments of the former Bankers Trust Company and Chemical Bank. In 2001, Goldman Sachs selected White & Case as its counsel for the creation of its trust company. Win Rutherfurd and Maureen Donovan have played important roles in these fiduciary representations during their long careers at the Firm.

During the late 1990s and early 2000s, many large law firms scaled back or eliminated their private clients practices, finding it difficult to make what was traditionally a highly personal, low-leverage practice fit their new economic models. Mike Kavoukjian became head of the Firm’s private clients practice during this period and helped ensure its viability by leading the growth of the Firm’s work on complex cross-border litigation involving trusts and estates, including the resolution of a number of significant high-profile disputes. Chuck Kline and John Sturgeon were active participants in this part of the practice. The Firm also expanded the product offerings of the practice, including the introduction of planning services for principals of private equity firms, a specialty of John Olivieri who joined the Firm as a partner in New York in 2007. And the Firm expanded the geographic reach of the practice to include its offices in Europe, Latin America and Asia. The appointment of private client lawyers Barrye Wall and Alex Ippolito as executive partners of the Singapore and Paris offices, respectively, in 2005 and 2010, also helped raise the international profile of the practice. Today, the Firm has a leading private clients practice whose lawyers are on the shortlist for individuals seeking advice regarding complex estate planning, estate administration and high-stakes estate litigation. The private clients practice also includes expertise in the creation and administration of nonprofit organizations. Lawyers on the Firm’s private clients team have played important roles in the Firm’s representation of prominent charitable organizations, including the American Hospital of Paris, the Commonwealth Fund, the Dana Foundation, the Frick Collection, the Huntington Library, the Metropolitan Opera, the Morgan Library and Trinity Church. Chauncey Newlin served as the primary adviser to Solomon Guggenheim in the creation of the iconic museum that bears his name. On the pro bono front, Ed Rover was a leader in the formation of a steering committee consisting of White & Case and four other leading firms to provide free emergency legal services to victims of the 9/11 tragedy, with members of the private clients team proudly performing much of the work.

Real estate

In the early days of the Firm, lawyers in the real estate practice worked for the most part on the real estate aspects of banking, corporate and M&A deals in the United States. The history of how the real estate practice became global, with about 150 lawyers in 30 offices in the Americas, Asia and the EMEA region, and how it expanded the range of its activity beyond supporting other practices differs in these three geographical regions of the world. In the Americas, while continuing its support function, the real estate practice developed a client base over the years that included developers as well as financial institutions. In 1951, the Firm represented the sellers of the Empire State Building, one of the most notable real estate transactions of that era. In January 1987, the Firm opened an office in Miami by merging with the firm of Walker Ellis Gragg & Deaktor, which brought Bill Walker and his developer-related real estate practice to the Firm. In May 1987, a group of real estate partners from Paskus, Gordon & Mandel joined the Firm in its New York office to complement the creditor-side practice led by Tom Higgins, bringing with them as clients a number of developers and other participants in the real estate market. More recently, the Firm expanded the U.S. real estate practice to include real estate funds. With economies globalizing and sovereign investments increasing, by 2016 the U.S. real estate team was regularly representing sovereign wealth funds and other non-U.S. investors in U.S.-domiciled real estate ventures. In Asia, the Firm began offering real estate services to clients in Tokyo in 1988, with Tetsuya Morimoto playing a leading role in the development of the practice. By 2016, the Firm also had real estate capability in its Hong Kong, Shanghai and Singapore offices, and had advised clients on some of Indonesia’s largest real estate matters. In the EMEA region, real estate has historically been a strong practice. The London and Paris offices handled real estate matters over several decades, initially as a support practice. Over time and under the leadership of Brice Engel and Franck Peter in Paris and David Cox and James Dodsworth in London, the practice developed a strong client base that included clients with a primary business focus on real estate investments. In 2000, the Firm merged with Feddersen Laule in Germany, which complemented the EMEA network of offices and added real estate capability in Berlin, Hamburg and Frankfurt, with Endrik Lettau as the leader of the Firm’s real estate practice in Germany. The Firm also has real estate practices in its offices in Abu Dhabi, Doha, Helsinki, Istanbul, Milan, Moscow, Prague, Riyadh, Stockholm and Warsaw. While each of the Firm’s real estate practices in the Americas, Asia and the EMEA region has a strong local focus, the real estate market has become global as investors have expanded their horizons beyond their local markets and business enterprises with real estate needs have expanded across borders.