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Michael Weinberger is a partner based in the New York office. Mr. Weinberger’s practice focuses on real estate law, with a particular focus on real estate finance, workouts, restructurings and commercial mortgage securitization. He frequently represents lenders, borrowers and issuers in complex multi-state mortgage and mezzanine loan transactions involving office buildings, hotels, shopping centers, multi-family, industrial, casino and other property types.
Abena Mainoo’s practice focuses on enforcement and complex civil litigation. Abena has represented companies in cross-border investigations and civil litigation involving allegations of fraud, sanctions violations and foreign corrupt payments. Abena also conducts internal investigations and advises on corporate compliance programs as well as corporate governance.
Adam E. Fleisher is a partner based in the New York office. Mr. Fleisher is a corporate and securities lawyer whose practice focuses on a variety of corporate finance transactions. He has extensive experience across a number of areas, including: International and U.S. capital markets offerings, including IPOs, convertible bond offerings, rights offerings, block trades and high yield bond offerings Liability management transactions, including tender offers, exchange offers, consent solicitations and open market repurchases Private equity firm structuring and private equity M&A Syndicated lending Securities and loan trading.
Arthur H. Kohn is a partner based in the New York office of Cleary Gottlieb Steen & Hamilton LLP. Mr. Kohn's practice focuses on compensation and benefit matters, including tax, securities law, corporate governance and other disciplines related to executive compensation, mergers and acquisitions, capital markets, pension compliance and investment, employment law and related matters. He advises public and private companies in financial services, retail, industrial, technology and other industries. He teaches the Taxation of Executive Compensation at NYU Law School, and has written and spoken extensively on compensation and governance matters. He also is a member of the Board of Advisors of the Weinberg Center.
Mr. Byrne’s practice focuses on the antitrust review of mergers and acquisitions by the U.S. Federal Trade Commission (FTC), the Department of Justice (DOJ), and the European Commission; criminal investigations, EU cartel proceedings, and other antitrust enforcement matters; and civil antitrust litigation. He has represented clients in a number of industries, including chemicals and plastics, metals and mining, oil and gas, consumer products, telecommunications and technology, defense, health care, finance and banking, pharmaceuticals, insurance, agricultural chemicals and biotechnology, grocery and other retail, building materials, airlines, and automotive and other manufacturing.
Christopher E. Austin focuses on public and private merger and acquisition transactions. He also provides advice regarding governance matters and fiduciary duties of officers and directors to corporations and their boards.
Corey Goodman’s practice focuses on taxation. He advises clients on federal income tax matters including the structuring, documentation, and negotiation of a variety of domestic and international transactions, including mergers and acquisitions, joint ventures, spinoffs, bankruptcy reorganizations, refinancings, securitization transactions, and cross-border and internal restructurings. Corey frequently speaks on tax topics involving corporate strategic mergers and acquisitions, spinoffs, and other international tax issues.
Craig B. Brod focuses on a wide variety of complex securities, corporate governance and corporate matters. Advises senior management and boards of U.S. and non-U.S. entities on these subjects, including in connection with SEC filings, public–private offerings of debt and equity securities (including IPOs and cross-border financings) and corporate transactions, including spin-offs.
Daniel C. Reynolds’ practice focuses on domestic and international real estate transactions, including the financing, acquisition, and disposition of real property. He has represented clients in the negotiation of joint ventures to acquire, finance, and develop office, retail, hotel, multifamily, and mixed-use properties throughout the United States, and he regularly advises both borrowers and lenders in mortgage and mezzanine financing transactions, including both securitized loans, balance sheet loans, bridge loans, and construction loans. He has also represented lenders and borrowers in the workout and enforcement of various financing structures, including mezzanine loan foreclosures.
Daniel Culley’s practice as a Partner at the firm focuses on antitrust counseling and antitrust litigation. His work includes counseling, merger control, antitrust litigation, and civil and criminal government investigations, particularly for high-tech industries and two-sided markets. Daniel has represented clients in federal and state courts and advised clients in both criminal and civil investigations by the U.S. Department of Justice, the FTC, state agencies, and the European Commission.
David C. Lopez represents a broad range of corporate clients including in the retail, healthcare, insurance and technology sectors. He has a broad corporate advisory practice including governance, SEC disclosure and compliance, capital markets issuance and structuring, securities law, corporate finance transactions, buybacks and insider trading advice. He represents issuers and investment banks in capital markets transactions involving initial public offerings, public and private debt, convertible, investment grade and high yield debt, equity financings, structured securities and equity derivatives. His practiec maintains a specialty in liability management, including issuer tender offers, public and private exchanges offers related to corporate restructurings, acquisitions, and consent solicitations.
David E. Brodsky is a partner based in the firm’s New York office. Mr. Brodsky specializes in white-collar criminal defense, securities and commodities enforcement, internal investigations. He represents corporations and individuals in investigations involving alleged insider trading, accounting and securities fraud, foreign corrupt payments, money laundering, bid rigging and obstruction of justice.
David Gelfand is a partner based in the Washington, D.C. office. His practice focuses on a broad range of antitrust matters, including U.S. litigation, notifying mergers and acquisitions in the U.S. and other jurisdictions, and providing antitrust advice to clients regarding potential transactions and various business practices. His clients have included companies in various industries, including computer software, computer hardware, information services, electronic platforms, chemicals, metals, pharmaceuticals, product manufacturing, retailing, and oil and gas. He is a frequent speaker at industry conferences and academic seminars.
David Leinwand is a partner based in the New York office. Mr. Leinwand's practice focuses on merger and acquisition transactions. David has represented a broad array of buyers and sellers, as well as their financial advisors, in a wide variety of public and private deals. In particular, he has significant experience advising private equity firms in their acquisitions and dispositions. He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.
Focuses on domestic and cross-border corporate restructurings, with an emphasis on creditors’ committees and bondholder committees in large, complex cases, both in and out of court. Represents bondholders, noteholders, institutional investors, hedge funds and other interested parties. Also has represented debtors in possession, post-petition lenders and acquirers of distressed assets. To learn more about David, please visit his full profile: https://www.akingump.com/en/lawyers-advisors/david-h-botter.html
Derek M. Bush advises U.S. and international financial institutions and foreign sovereigns on full range of U.S. bank regulatory matters and legislation, including: Dodd-Frank Act requirements, restructurings, corporate governance and investments; corporate transactions, including M&A, asset sales, privatizations, capital markets transactions, joint ventures and strategic alliances; and internal investigations and in enforcement proceedings involving federal banking agencies.
Duane McLaughlin is a partner based in the New York office. Mr. McLaughlin’s practice focuses on financing transactions and mergers and acquisitions. He regularly represents private equity funds and their portfolio companies, focusing on bank financings, high-yield debt issuances and initial public offerings. He advises a number of NYSE and Nasdaq-listed U.S. and non-U.S. companies on corporate governance and disclosure matters. He has been involved in a number of transactions in Latin America.
Edward J. Rosen is a partner based in the New York office. Mr. Rosen’s practice includes domestic and international matters, specializing in the structuring of complex securities and derivatives transactions, U.S. securities and commodities law regulation and financial product development and documentation. Mr. Rosen advises a broad range of market participants, including trade associations, exchanges, clearinghouses, investment banks, commercial banks, brokers, electronic trading platforms, money managers, traders, professional intermediaries and end users, in the U.S. and abroad. Mr. Rosen has served as counsel to the Securities Industry and Financial Markets Association, the Futures Industry Association, the International Swaps and Derivatives Association and the Institute of International Bankers. Mr. Rosen is a co-author of the two volume treatise U.S. Regulation of the International Securities and Derivatives Markets (Tenth Ed., Wolters Kluwer, 2011).
Elaine Ewing’s practice as a partner at the firm focuses on all areas of antitrust law, including merger reviews by the U.S. Federal Trade Commission, U.S. Department of Justice, and foreign authorities; civil antitrust litigation; criminal and civil antitrust investigations; and antitrust counseling. She frequently lectures and writes about antitrust issues.
Elizabeth Lenas is a partner based in the New York office. Ms. Lenas’ advises private equity, growth, credit, venture capital and co-investment funds and other alternative asset managers on fund formation, co-investments, spin-offs, joint ventures, shareholding arrangements, managed accounts and other transactions. She also acts as counsel on consortium and co-invest arrangements in numerous large acquisitions and advises LPs in connection with their investments in funds.
Erika Nijenhuis is a partner based in the New York office. Ms. Nijenhuis advises sovereigns and multinationals on capital markets transactions. She is a leading expert on the taxation of derivatives and bank regulatory securities and a highly regarded commentator on tax policy issues, resulting in rare debt/equity guidance, and tax regulations addressing subchapter C, withholding and information reporting. She is also a prolific author and speaker.
Ethan Klingsberg’s practice comprises M&A, public company board and independent committee, activism-response, governance, corporate, and SEC matters. His M&A practice covers mergers of mature companies, acquisitions of start-ups, divestitures, and spin-offs. He regularly helps companies prevail against, manage, and work with “activist stockholders,” including in scenarios where these stockholders have board seats, are seeking board seats, and do not have board seats. In addition, he advises boards and controlling shareholder groups on creative capital structures and governance and liquidity arrangements, including in connection with IPOs, spin-offs, recapitalizations, and the creation of autonomous subsidiaries. Ethan is recognized among M&A “MVPs” and “Dealmakers of the Year” by Law360 and The American Lawyer, and among the country’s leading corporate lawyers in every major guide.
George Cary is a partner based in the Washington, D.C. office of Cleary Gottlieb. He has decades of experience in sophisticated antitrust matters, representing companies on industry-transforming transactions and complex monopolization litigation. His recent merger highlights include Walt Disney/21st Century Fox, T-Mobile/Sprint, and Dow/DuPont. His recent litigation highlights include defending Sanofi US and Keurig Green Mountain in closely watched monopolization cases. Prior to joining Cleary in 1998, Mr. Cary served as Deputy Director of the U.S. Federal Trade Commission’s Bureau of Competition, where he oversaw a record number of merger transactions.
Mr. Prezioso’s practice is focused on securities and corporate law matters. He represents major financial institutions and corporations in securities enforcement and litigation matters arising out of the financial crisis, as well as in addressing post-crisis regulatory changes. He also counsels clients on a broad range of corporate governance and regulatory matters.
James M. Peaslee is a partner based in the New York office. Mr. Peaslee's practice focuses on tax matters. He is the co-author of Federal Income Taxation of Securitization Transactions (4th Edition, www.securitizationtax.com), as well as a number of articles on tax subjects.
Mr. Duncan's practice focuses on tax aspects of acquisitions, restructurings and joint ventures; structural planning for global financial services companies, private equity funds and other multinational businesses, advice concerning the implications of domestic and multilateral regulatory and tax developments, including BEPS; derivatives and financial products; complex tax controversies.
Jared Gerber’s practice focuses on complex commercial litigation, with a particular emphasis on securities litigation and other actions filed by shareholders. Jared has frequently litigated claims under the Securities Act, the Exchange Act, the Investment Advisors Act, the Williams Act, state blue sky laws, and the common law in both federal and state courts, and at both the trial and appellate levels.
Jason R. Factor's practice focuses on tax matters, particularly formation of investment funds and other partnerships, domestic and international acquisitions and divestitures (public and private), real estate, workouts and bankruptcy, sovereign client matters, partnership tax, private client work and compensation of partners and employees.
Jeffrey D. Karpf is a partner based in the New York office. Mr. Karpf’s practice focuses on corporate and financial transactions; corporate governance and board advice; securities regulatory matters. Represents issuers, sponsors and investment banks in IPOs; public and private equity, debt, convertibles and liability management transactions.
Jeffrey A. Rosenthal is a partner based in the New York office. Mr. Rosenthal’s practice focuses on general commercial and international arbitration and litigation, as well as sports law. Mr. Rosenthal has represented numerous foreign and domestic entities before a wide variety of judicial and arbitral bodies, including the International Chamber of Commerce, the London Court of International Arbitration, the American Arbitration Association, the Stockholm Chamber of Commerce, UNCITRAL, the Society of Maritime Arbitrators, and a number of federal and state courts. He has tried or arbitrated cases through merits hearings concerning international joint venture disputes, intellectual property, sports contract disputes, maritime issues, bankruptcy, breaches of contract, insurance law, bilateral investment treaty disputes and tort law, among others. Mr. Rosenthal also routinely advises several leading financial institutions with regard to actual or potential litigation issues concerning complex financial products including derivative transactions under ISDA master agreements, repurchase agreements and subprime-related matters.
Jennifer Kennedy Park is a partner based in the New York office. Ms. Kennedy Park’s practice focuses on litigation, particularly litigation related to capital markets transactions and mergers and acquisitions, and white-collar defense and corporate investigations.
Jeremy Calsyn’s practice focuses on the full range of antitrust matters, including merger review, criminal and civil government investigations globally, and U.S. litigation, including complex class actions. Jeremy has represented clients in their most high-profile and sophisticated matters, including mergers and acquisitions requiring regulatory approval in dozens of jurisdictions, numerous global and U.S.-focused cartel investigations, and in litigation in federal and state courts. Recently, he has navigated several automotive parts suppliers through U.S. Department of Justice and worldwide investigations into industry-wide price fixing—described by the DOJ as the largest criminal investigation it has ever undertaken, and played a major role in arguing the defendants’ successful opposition to class certification in the bearings direct purchaser class action.
Jonathan I. Blackman is a partner of Cleary Gottlieb Steen & Hamilton LLP, resident in the firm’s New York and London offices. Mr. Blackman’s practice focuses on litigation, including international litigation and arbitration, securities law, banking and insurance law. Mr. Blackman has participated in numerous international arbitrations involving both public international law and complex commercial disputes, litigation involving the immunity of foreign states and their agencies under the U.S. Foreign Sovereign Immunities Act, and securities and commercial litigation in a variety of U.S. federal and state courts. Mr. Blackman regularly lectures at professional conferences and is widely published on various aspects of international litigation, securities litigation and letters of credit.
Katherine Mooney Carroll focuses on advising financial institutions and investors on U.S. regulatory matters, including U.S. banking regulations, cybersecurity and privacy matters, regulatory aspects of mergers and acquisitions, and compliance with U.S. sanctions and anti-money laundering laws.
Kathleen M. Emberger is counsel based in the New York office. Ms. Emberger’s practice focuses on executive compensation and benefits matters, including employee equity and equity-based compensation and incentive arrangements and the implementation of these arrangements on a global scale. She regularly advises on annual and periodic disclosure obligations related to executive compensation and compensation arrangements, including in connection with the preparation of compensation-related annual proxy disclosure, as well as on employment and executive compensation-related aspects of public and private merger and acquisition transactions and investments and acquisitions by private equity firms. Ms. Emberger has authored and co-authored various articles on topics related to executive compensation and disclosure issues.
Kenneth S. Reinker’s practice as a Partner at the firm focuses on all aspects of antitrust law, including litigation, government investigations, and merger review. Ken’s practice spans all industries, including extensive experience in pharmaceuticals, medical devices, and health care; high-technology industries; media; and financial institutions. Ken has particular experience in the application of economics to legal matters and in working with economic experts. In addition to appearing before U.S. courts and regulators, he has had in-depth involvement with China’s Ministry of Commerce (MOFCOM) and other global regulators.
Kimberly Brown Blacklow is a partner based in the New York office. Ms. Blacklow’s practice focuses on real estate and other asset-based finance transactions as well as structured finance and capital markets transactions in both the U.S. and abroad. Ms. Blacklow has represented both lenders and borrowers in commercial mortgage loan origination, asset-based warehouse lending, credit tenant lease financing and other types of financing transactions. She regularly represents both issuers and underwriters in both public and private securities offerings, including commercial mortgage-backed securities and collateralized debt obligations. Ms. Blacklow also has significant real estate acquisition and joint venture experience and has also represented a number of clients in loan acquisitions and participations, including transactions involving distressed assets. Ms. Blacklow is active in providing pro bono services to community-based nonprofit economic development organizations in New York.
Laura Bagarella’s practice focuses on executive compensation and employee benefits matters, including the design, taxation and implementation of employee equity and equity-based compensation and incentive arrangements; annual and periodic compensation disclosure obligations; the employment and executive compensation-related aspects of public and private merger and acquisition transactions; and private equity compensation and governance matters.
Lawrence B. Friedman is a partner based in the New York office. Mr. Friedman’s practice focuses on international and domestic commercial litigation and arbitration, including in such fields as mergers and acquisitions, joint ventures, international banking, and marketing and licensing agreements, and in disputes concerning intellectual property infringement and misappropriation. Mr. Friedman has particularly extensive experience in counseling clients in multi-jurisdictional litigation and arbitration.
Leah Brannon’s practice focuses on antitrust matters, including litigation, merger review, and government investigations. She has represented clients in various industries including high technology, advertising, consumer products, manufacturing, pharmaceuticals. Her work has involved cases in both federal and state courts, and she has advised clients in investigations by the U.S. Department of Justice, the Federal Trade Commission, state antitrust authorities and the European Commission. Leah has helped to secure critical wins for clients in numerous cases, including monopolization and conspiracy litigation. She has also helped clients obtain global merger clearance in complex transactions and has guided clients through government conduct investigations. She is also active in the firm’s pro bono practice.
Lev L. Dassin's practice focuses on complex commercial litigation, including white-collar criminal defense, crisis management, regulatory enforcement and internal investigations.
Lewis J. Liman is a partner based in the New York office. Mr. Liman is an experienced commercial litigator and appellate lawyer. Mr. Liman's practice focuses on securities and commercial litigation; white collar criminal defense and governmental investigations. He has represented numerous companies, individuals, and financial institutions in complex commercial litigation and governmental and internal investigations. He has also successfully argued cases in the U.S. Supreme Court, U.S. Courts of Appeal for the Second, Third, Ninth and Federal Circuits, and in the courts of New York State.
Lisa M. Schweitzer is a partner based in the New York office. Ms. Schweitzer’s practice specializes in complex bankruptcy and insolvency matters, including representation of debtors, creditors, investors and acquirers. Significant experience with distressed M&A transactions, IP issues and complex cross-border restructurings in the Americas, Europe and Asia. As a recognized leader in the field, Ms. Schweitzer speaks on a variety of bankruptcy and restructuring topics at conferences, including those organized by INSOL International, the American Bankruptcy Institute and Practising Law Institute. She also frequently writes articles on bankruptcy issues for publications, including The Journal of Bankruptcy Law, BankruptcyLaw 360, The Wall Street Lawyer, The M&A Lawyer and The New York Law Journal, and she is co-author of a bankruptcy blog published by Westlaw News & Insight, covering trends and developments in the bankruptcy arena.
Luke Barefoot’s practice focuses on bankruptcy litigation, insolvency, corporate restructuring and related litigation matters, with a particular focus on cross-border and international bankruptcy disputes. Luke is also active in the firm’s pro bono practice.
Mark W. Nelson is a partner based in Cleary Gottlieb’s Washington, D.C. office. His practice focuses on global antitrust matters, with an emphasis on merger cases and U.S. civil litigation. His U.S. practice includes extensive merger work and antitrust counseling, and litigation experience in both civil and criminal matters, as well as in FTC administrative proceedings. Mark’s global practice involves merger cases before the EC Commission and national authorities throughout Europe, Asia, and South America, as well as defending actions involving alleged restraints of trade and abuses of dominant position in EU proceedings. He has also been actively involved in litigation, investigations, and counseling in matters involving the intersection of antitrust and intellectual property law, in particular in the context of patent pools and standards-setting.
Mark Leddy's practice focuses on U.S. and European antitrust law, the analysis of competitive issues in mergers and acquisitions, and appearances before antitrust regulatory agencies and the courts in civil and criminal litigation. Mr. Leddy lectures and is widely published on criminal and civil antitrust enforcement and litigation issues. He has also been an Adjunct Professor at Georgetown Law School.
Mary E. Alcock advises on employee benefits and executive compensation matters, including design and regulatory compliance; advises on corporate governance issues and disclosure issues related to compensation matters; counsels financial institutions on the ERISA fiduciary aspects of financial products and transactions, including structured finance, derivatives and investment funds; pension and tax law issues with respect to their many and varied interactions with pension funds.
Matthew P. Salerno is a partner based in the New York office. Mr. Salerno’s practice focuses on corporate and financial transactions, particularly public and private mergers and acquisitions, private equity investments, and contests for corporate control.
Matthew D. Slater is a partner based in the Washington, D.C. office. Mr. Slater’s practice focuses on international investment-treaty and commercial arbitration. He also regularly represents clients in related international litigation and in a diverse range of matters in U.S. courts, including government regulatory and enforcement actions; constitutional law; commercial and securities law; and product liability litigation. Mr. Slater is also active in the firm’s pro bono practice, including pending litigation on behalf of a class of homeless people who have been denied the minimum wage for their work for evictions companies. In his international arbitration and litigation practice, Mr. Slater often represents foreign sovereign governments. Mr. Slater frequently writes and speaks on international litigation and arbitration issues. Recent publications include regular articles for The International Lawyer's annual year in review issue and authoring a chapter on the Energy Charter Treaty in Alternative Dispute Resolution in the Energy Sector, published by the Association for International Arbitration. In addition, Mr. Slater has addressed topics involving arbitration of complex energy disputes, enforcement of international arbitral awards, the Energy Charter Treaty, and investment treaty arbitration.
Meme Peponis is a partner based in the New York office. Ms. Peponis’ practice focuses on acquisition and distressed financing. She also has extensive experience in domestic and cross-border mergers and acquisitions; private equity, joint venture and other investments; and public and private securities offerings. M
Meyer Fedida’s practice focuses on U.S. federal tax matters, with a particular emphasis on complex M&A transactions and joint ventures, private equity fund formation, and cross-border tax planning.
Michael A. Mazzuchi is a partner based in the Washington, D.C. office. Mr. Mazzuchi’s practice focuses on corporate and securities matters, particularly domestic and international structured finance and derivatives matters. He has extensive experience for banking, insurance and private equity clients in asset-based lending, asset securitisations, CLO transactions, collateralised fund obligations, repurchase agreement and total return swap financings, structured debt securities, epackagings and credit derivative transactions. He also advises on Dodd-Frank related provisions such as the Volcker Rule, swap and security-based swap regulation, ABS risk retention and related rules.
Michael A. Gerstenzang is the firm's managing partner based in the New York office. Mr. Gerstenzang's practice focuses on private investment funds, including forming and advising private equity, credit, growth, special situations, infrastructure, venture capital and hedge funds, and other types of alternative investment vehicles. Practice also includes secondary transactions and co-investment arrangements, as well as representing LPs in connection with private investment funds. Has experience representing fund sponsors and investment teams in connection with negotiating “seed” investments, spin-outs, joint ventures, and other general partner/management company arrangements.
Michael D. Dayan’s practice focuses on structuring, documenting and regulatory analysis of complex over-the-counter and capital markets derivative products. He also works in the clearing of derivatives products. His clients include ISDA and major corporations, funds and financial institutions.
Mr. Albano’s practice focuses on executive compensation and employee benefits matters, including disclosure, governance, taxation, design and negotiation of executive compensation agreements and arrangements; the executive compensation and benefits aspects of mergers and acquisitions; pension investment and ERISA fiduciary matters, including in the fund formation context; private equity governance and compensation at the upper tier and portfolio company levels; and employment law and related matters.
Michael H. Krimminger is a partner based in the Washington, D.C. office. Mr. Krimminger’s practice focuses on domestic and international financial regulatory matters, including virtual currency, blockchain, and other FinTech developments. After playing a leading role in international efforts to enhance global resiliency, he advises on capital, derivatives, corporate governance, and resolution and recovery requirements.
Mr. Dupler's practice focuses on corporate and financial matters and government regulation, ranging from structured financings to securities and banking regulatory matters.
Mitchell A. Lowenthal is a partner of Cleary Gottlieb Steen & Hamilton LLP, resident in the firm’s New York office. Mr. Lowenthal specializes in the prosecution and defense of complex civil litigations, with an emphasis on disputes arising out of securities and M&A transactions.
Pamela L. Marcogliese is a partner in Cleary Gottlieb’s Capital Markets and Corporate Governance practices. She has extensive experience in corporate governance matters advising U.S. and non-U.S. issuers on disclosure and corporate governance issues, including SEC, stock exchange, Sarbanes-Oxley and Dodd-Frank compliance. She also regularly advises boards of directors and management on a variety of topics, including board composition and director independence; shareholder engagement and activism; shareholder proposals and proxy season trends; management and director succession planning; and environmental, social and governance (ESG) issues. Pamela is a frequent contributor to the Cleary’s M&A and Corporate Governance Watch blog.
Paul J. Shim is a partner based in the New York office. Mr. Shim's practice focuses on public and private merger and acquisition transactions for corporate, private equity, sovereign wealth fund and principal investor clients. He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards, including advice related to shareholder activism preparation and response. Paul has been recognized multiple times as a “Dealmaker of the Year” by The American Lawyer, and is ranked among leading M&A lawyers in all major directories.
Paul M. Tiger’s practice focuses on public and private merger and acquisition transactions and private equity investments. He also provides advice regarding stockholder activism, corporate governance matters, and fiduciary duties of officers and directors to corporations and their boards.
Richard S. Lincer is a partner based in the New York office. Mr. Lincer’s practice focuses on corporate and financial matters, including international project financings and debt restructurings, corporate and asset acquisitions, joint ventures and high yield and leveraged finance transactions, as well as public and private offerings of corporate securities and investment funds.
Rishi Zutshi’s practice focuses on complex commercial litigation in federal and state courts, including class actions and securities litigation, with extensive experience in disputes relating to complex financial instruments and derivatives. Rishi also has experience in internal investigations and enforcement matters, including representing clients in matters involving federal, state and and overseas government regulators and agencies.
Robert J. Raymond is a partner based in the New York office. Mr. Raymond’s practice focuses on organizing and advising private investment funds, including fund formation for buyout, real estate, special situations, growth and credit funds and other “alternative investment” funds. He advises private investment funds in their formation and capital-raising activities and internal governance, including GP Stakes, manager spin-offs, shareholder arrangements with co-investors and among consortium members, all forms of “upper tier” arrangements, including co-investment arrangements and carried interest programs and “founders” arrangements.
Robin M. Bergen is a partner based in the Washington, D.C. office. Ms. Bergen’s practice focuses on SEC investigations and regulatory enforcement matters, structured finance and private investment funds. She also has extensive experience in the regulation of investment companies and investment advisers. Ms. Bergen has represented corporate clients and individuals in a broad range of government investigations involving the Securities and Exchange Commission, the Department of Justice, and state regulators. She also advises boards of directors and audit committees on corporate governance matters and internal investigations. In the structured finance area, Ms. Bergen regularly represents underwriters and investment managers in collateralized loan obligation (CLO) and related products transactions and complex financial product offerings. Her substantial transactional and finance experience provides her with a unique perspective and ability to understand and analyze complex factual and legal issues faced by multinational companies and financial services firms in government investigations and enforcement matters. Ms. Bergen speaks regularly on issues relating to securities enforcement, government investigations, and structured finance.
Roger Cooper focuses on complex civil litigation, with an emphasis on shareholder, class action and derivative disputes relating to securities, M&A, antitrust, derivatives and corporate governance issues. He frequently represents foreign corporations in securities class action litigation in U.S. federal and state courts, including in some of the largest of such matters in recent years. Roger frequently publishes and speaks on securities litigation issues, particularly on cross-border issues affecting foreign defendants in U.S. proceedings.
Sandra L. Flow is a partner based in the New York office. Ms. Flow's practice focuses on capital markets and corporate governance. She has represented both U.S. and international issuers, as well as underwriters, in a variety of SEC-registered and private securities offerings, as well as domestic and cross-border listings. She has also participated in the development of new financial instruments and related offerings. Ms. Flow's corporate governance practice includes advising companies on their disclosure obligations and compliance with the Sarbanes-Oxley Act and listing standards of the NYSE and Nasdaq. She has also advised a number of companies on issues relating to financial statement restatements. Ms. Flow frequently speaks on corporate governance and capital markets matters.
Steven L. Wilner is a partner based in the New York office. Mr. Wilner’s practice focuses on financial and corporate matters, ranging from global real estate acquisitions, dispositions, development and finance to international mergers and acquisitions and restructurings, including private equity investments and joint ventures. He regularly represents major financial institutions, corporations and sovereigns in their largest and most complex real estate transactions, and frequently speaks on all aspects of real estate transactions and law.
Thomas J. Moloney is a partner of Cleary Gottlieb Steen & Hamilton LLP, based in the New York office. His practice focuses on big cases and complex dispute resolution including derivatives, bankruptcy, ERISA, securities, M&A, antitrust, and commercial litigation. He has lectured and written extensively on litigation and bankruptcy topics, including on the subjects of electronic discovery and derivatives litigation, including as co-author of the new chapter on Derivatives Litigation in the forthcoming Third Edition of the treatise Business and Commercial Litigation in Federal Courts.
Victor I. Lewkow is a partner based in the New York office. Mr. Lewkow's practice focuses on public and private merger and acquisition transactions. He also advises corporations and their boards regarding governance issues and the fiduciary duties of directors.
William McRae is a partner based in the New York office. Mr. McRae’s practice focuses on taxation and related matters, including structuring investments into the United States for non-US sovereign investors; the tax aspects of corporate acquisitions; the tax aspects of forming and investing in private equity funds, real estate funds and other investment vehicles; international tax planning for multinational corporate groups (FTC planning and repatriation strategies), tax aspects of restructurings (preservation and utilization of NOLs and other tax attributes, management of COD income); and the taxation of equity derivatives and other financial products. He also regularly publishes articles on Section 892 issues, and was a principal author of a June 2008 report by the New York State Bar Association Tax Section, “Report on the Tax Exemption for Foreign Sovereigns Under Section 892 of the Internal Revenue Code.”
Yaron Z. Reich is a partner based in the New York office. Mr. Reich’s practice focuses on taxation and related matters, including the tax aspects of corporate acquisitions, restructurings, insolvencies and financing techniques. He has extensive experience in international transactions, taxation of banks and other financial institutions, foreign investment in the United States, leveraged leasing and project finance, joint ventures, partnerships, real estate transactions, transfer pricing and tax litigation. Mr. Reich has published several significant articles on international tax issues and tax policy. Mr. Reich is widely published on the various aspects of taxation.