Call it what you like–historic, unprecedented, apocalyptic–2008 was a year that few Am Law 100 lawyers will forget. As former M&A masters of the universe, structured finance seers, and debt wheeler-dealers told us, 2008 started off fine. But Black Monday, September 15, the day Lehman Brothers died, was the beginning of the end. M&A came to a standstill. Corporate debt offerings dried up. Securitizations, already under pressure, stopped. It was an annus horribilisand our Corporate Scorecard write-ups show how every sector of dealmaking and capital markets practices was affected.
Even worse, as the winter of 2009 finally came to an end, there was little hope that these markets would rebound anytime soon. History, it seems, is still being made.
Top Corporate Practices in 2008 – The Charts
The American Lawyer’s Corporate Scorecard tracks the transactional practices of leading firms. Corporate finance is a collection of subspecialties, and our scorecard ranks firms within those areas. Unless otherwise noted, data includes only public, registered, underwritten offerings or deals transacted in 2008, including firmly underwritten rule 144a transactions, but not pure private placements or the filing of shelf registrations. Values are as of February 2009, unless otherwise noted.
Mergers & Acquisitions Includes deals announced but not necessarily completed in 2008 that are valued at $100 million or more, including debt. (Debt is not included in valuations of financial companies, including banks, securities brokerage firms, credit institutions, insurance companies, and leasing companies.) Deals must involve at least one U.S.-based target, acquiror, or parent company. Transactions include asset sales, spin-offs, and private equity deals. Equity carve-outs, exchange offers, and stake repurchases are not included. On the counsel to principals chart, the law firm must have been counsel to at least one target, acquiror, investor, seller, parent, management group, shareholder group, or special committee. The counsel to principals chart is ranked by value. The counsel to investment advisers chart is ranked by number of deals.
Private Equity Includes deals with a North American-based target that were announced but not necessarily completed in 2008 that are valued at $100 million or more, including debt. Only counsel to bidders that billed more than $100,000 are given credit. A firm’s involvement is prorated, depending on its role.
Equities Includes worldwide issues by U.S. corporations, including secondaries, convertible bonds, and convertible and nonconvertible preferred stock. It excludes asset-backed securities and REITs. IPOs include offerings by U.S. and foreign corporations in the U.S. marketplace.
Corporate Debt Investment-grade debt includes securities with a Standard & Poor’s rating equal to or greater than BBB- and a Moody’s rating equal to or greater than Baa3, and split junk-rated securities. High-yield debt includes securities with an S&P rating equal to or less than BB+ and a Moody’s rating equal to or less than Ba1, but excludes split junk-rated securities. Securities not rated by either agency are assumed to be high-yield. Both areas exclude certificates of deposit, general term notes, and issues by federal credit agencies, sovereigns, and national governments.
Asset- and Mortgage-backed Securities Mortgage-backed securities include commercial and residential offerings. When multiple classes of securities are issued together with one legal adviser, they are counted as a single offering. Separate legal advisers are credited with the separate securities they handled.
Municipal Bonds Data is based on long-term municipal new issues underwritten in 2008. Short-term, preliminary, and private placement issues are not included.
Project Finance Data is based on deals signed and funded in 2008 and includes only nonrecourse and limited recourse facilities. Firms are credited for advising borrowers, concession awarders, commercial lenders, multilateral lenders, export credit agencies, guarantors, and divestors.
REITs Data includes equities and debt offerings by real estate investment trusts.
Bankruptcy The asset figures used to determine the largest bankruptcies are from the companies’ most recently filed annual reports prior to filing under Chapter 11.
— John O’Connor