Milbank, Tweed, Hadley & McCloy

Milbank, Tweed, Hadley & McCloy LLP

Headquarters	28 Liberty Street New York City
No. of offices	12
No. of attorneys	614 (FY 2014)
Major practice areas	General practice
Revenue	$761,000,000 USD (FY 2014)
Date founded	1866
Company type	Limited liability partnership
Website
www.milbank.com

Milbank, Tweed, Hadley & McCloy LLP (commonly known as Milbank) is an international law firm headquartered in New York City. It also has offices in Washington, D.C., Los Angeles, London, Frankfurt, Munich, Tokyo, Hong Kong, São Paulo, Seoul, Singapore and Beijing.

History

Milbank's roots are traced back to 1866, with the inception of the original firm, Anderson, Adams & Young set up in 1866 and then as Murray & Aldrich merged in April 1929, with Webb, Patterson & Hadley to become Murray, Aldrich & Webb. In 1931, the firm merged with Masten & Nichols to become Milbank, Tweed, Hope & Webb. The firm's present name dates from 1962.^[1] For decades, the firm's biggest clients were the Rockefeller family and the Chase Manhattan Bank.

The firm was responsible for the legal work on the building of Rockefeller Center, and its offices can still be found in the One Chase Manhattan Plaza building, renamed 28 Liberty in 2015.^[2] After World War II the firm advised new commercial and industrial developments.^[1] Milbank created hedge funds and other investment vehicles for financial clients in the 1960s, 1970s and 1980s, and capitalized on the growth of international business, finance, and technology transactions in the 1990s. Today, Milbank has offices in financial centers including London, Frankfurt, Munich, Seoul, Tokyo, Singapore, Hong Kong and Beijing, in addition to domestic offices in Los Angeles and Washington, D.C.^[1]

Name partners

Albert G. Milbank

Albert G. Milbank had been a partner in the firm of Masten & Nichols; when that firm merged with Murray, Aldrich & Webb, he became a senior partner of the newly formed Milbank, Tweed, Hope & Webb. While a partner of the firm, Mr. Milbank was also a member of the board of directors of the Welfare Board of New York City and Greater New York, as well as of the New York War Fund and the National Institute of Social Science. He was a trustee emeritus of Princeton University and a trustee of the Pierpont Morgan Library. Among the many honors he received was that of Honorary Commander of the Most Excellent Order of the British Empire-Civil Division. In 1946, he received the first annual Award Medal of the Welfare Council for Distinguished Service to the Community. He was instrumental in establishing the Milbank Memorial Fund, an endowed operating foundation that works to improve health by helping decision makers in the public and private sectors acquire and use the best available evidence to inform policy for health care and population health. See www.milbank.org.^[3] On March 16, 1933, at the annual dinner of the Milbank Memorial Fund at the New York Academy of Medicine, Milbank urged statewide compulsory health care insurance systems on a contributory basis of percentage of Employees' Pay and Employers' profits to defray the expenses. Also at the dinner, Dr. G.F. McCleary praised the British methods saying they raised medical standards in England (New York Times March 17, 1933).

Harrison Tweed

Harrison Tweed became a member of Murray, Prentice & Aldrich, a predecessor of Milbank, in 1920. He also served as president of the American Law Institute, chaired the American Law Institutes's Committee on Continuing Legal Education in collaboration with the American Bar Association, and was also president of the Association of the Bar of the City of New York. In addition, he served as president of Sarah Lawrence College, president of the Legal Aid Society, and was appointed by President John F. Kennedy as the first chair of the Lawyers' Committee for Civil Rights Under Law. He had great interest in the arts, and was known for his dedication in assisting young artists as well as for his wit, integrity and keen sense of humor.^[3]

Morris Hadley

Morris Hadley came to the firm in 1929. He represented many large corporations, both in the United States and abroad. He authored two books: one, a biography of his father who had been president of Yale University, and the other entitled The Citizen and the Law. Mr. Hadley was a trustee of the Russell Sage Foundation and also sat on the board of trustees of both the Pierpont Morgan Library and the New York Public Library where, from 1943–1958, he served as president.^[3]

John J. McCloy

John J. McCloy was originally a partner at Cravath, Swaine & Moore in New York, and joined what is today Milbank in 1946, after serving as Assistant Secretary of War from 1941-1945 under President Franklin Delano Roosevelt. He left the firm in 1947 to serve as president of the World Bank, and was appointed by President Harry S. Truman as High Commissioner of Germany in 1949. In 1952, he returned to the private sector and served as chair of the Chase National Bank, which under his leadership became the Chase Manhattan Bank in 1955. During this period, he also served as chair of the Ford Foundation. He returned to Milbank in 1961, but was almost immediately appointed by President John F. Kennedy as his Special Assistant on Disarmament. McCloy also served as a member of the Warren Commission following the assassination of President Kennedy. He thereafter returned to Milbank, which was renamed Milbank, Tweed, Hadley & McCloy, and remained a general partner for 27 years, until he died in 1989.

At Milbank, McCloy acted for the "Seven Sisters" (the leading multinational oil companies, including Exxon), in their initial confrontations with the nationalisation movement in Libya-as well as negotiations with Saudi Arabia and OPEC. Because of his stature in the legal world and his long association with the Rockefellers, and as a seven-time presidential adviser, he is sometimes referred to as the "Chairman of the American Establishment."^[3]

Turks & Brahmins: upheaval at Milbank, Tweed

In 1990, Ellen Joan Pollock published Turks & Brahmins: Upheaval at Milbank, Tweed, a book chronicling Milbank's history and transformation into a high-grossing late-20th century megafirm.

The book notes that Milbank was at one time the largest law firm in the country, with a carefully nurtured "insular, noble culture." For 50 years, from 1931 to 1981, the firm never took on a lateral partner from another firm; all of its 65 or so partners had apprenticed with the firm from mostly Ivy league schools. Until 1984, no Milbank partner had ever left the firm to become a lateral-hire partner elsewhere. However, by 1984, the legal market had revolutionized as both new and old firms ballooned in size, dumped lockstep compensation for "merit" systems that rewarded achievers, raided each other for star players, and hustled ceaselessly for clients. Pollock's book narrates how, during the latter half of the 1980s, a determined group of partners transformed Milbank - more than doubling its size and luring on board such glamorous laterals as former Abscam prosecutor Thomas Puccio and the Asian-business rainmaking dynamo, Alice Young. By 1989, profits per partner had doubled what they were in 1984, and the firm's overall revenues had tripled. The book brings to life the numerous personalities on both sides of the Milbank revolution, chronicling the displacement and decay of what Tom Wolfe called "the old Protestant aristocracy" that once ruled the United States.^[4]

Office locations

New York headquarters

Milbank's New York office, the headquarters of the firm, provides domestic and international financial legal services. Located in New York City's Financial District, the New York office has been at the forefront of financial legal trends since its founding in 1866. The firm occupies twelve floors of 28 Liberty.^[2] The Wall Street Station of the 2/3 subway line runs through the basement of the building.^[5] In May 2016, Milbank announced that it would be relocating its New York headquarters to 55 Hudson Yards by 2018.^[6]

Other United States offices

In addition to the firm's headquarters in New York City, Milbank maintains two offices in the United States.^[5]

Washington, D.C.

Milbank's Washington, D.C. practice is located at 1850 K Street, NW in the nation's capital. The D.C. office combines the firm's traditional "Wall Street" practice - including a focus on complex international transactions and arbitrations and nationwide litigation - with experience in dealing with the federal government and the various multilateral institutions located in Washington.

Los Angeles

Milbank's Los Angeles office, located in the Century Plaza Towers, is the firm's largest office outside of its New York City headquarters.

International offices

As counsel to foreign corporations with U.S. interests and U.S. corporations operating overseas, Milbank forged international relationships that endure today. In 1925, for example, the firm worked on a proposed Japanese bond issue for the Toho Electric Power Company. Fifty-two years later, in 1977, Milbank opened the first American law office in Tokyo, ten years before any other American law firm. Today, Milbank offices are located in key geographic regions to serve clients across the globe.^[5]

London

Milbank's London office opened in 1979 and today offers a range of services under both English and New York law.

The firm is located at 10 Gresham Street in the City of London, London's financial district.

São Paulo

In 2010, Milbank launched an office in São Paulo, Brazil to better serve its Latin American and international clients doing business in Brazil and the region.^[7]

Asia/Pacific (Tokyo, Singapore, Beijing, Hong Kong, Seoul)

Milbank's commitment to Japan began in 1925, when founding partner Morris Hadley traveled to Yokohama to prepare an indenture for the Toho Electric Power Company.

In 1977, Milbank became the first U.S. law firm to establish an office in Tokyo under its own name, amid opposition from both the Ministry of Justice and Japan Federation of Bar Associations, who viewed it as illegal for foreign lawyers to practice in Japan at that time.^[8] Despite these protests, Milbank's office remained open through the early 1980s and was the only office of an American law firm in Japan during that time.^[9] Restrictions on foreign law firms in Japan were eased with the introduction of the attorney at foreign law system in 1987.

In the same year, Milbank became one of the first international law firms to open an office in Hong Kong. Milbank was again one of the first U.S. firms to open an office in Singapore, and did so in 1985. The firm opened its Beijing office in 2006, though it has been active in China since the early 1990s.

In early 2015, Milbank opened a Foreign Legal Consultant Office (FLCO) in Seoul.^[10] In Korea, the firm advises international and Korean corporations, financial institutions and government agencies on a variety of in-bound and out-bound transactions, including project finance, M&A and private equity investments, and disputes, as well as aviation and transportation finance.

Germany (Frankfurt, Munich)

The lawyers that make up Milbank's German practice in Frankfurt and Munich focus on legal advice in corporate, finance and tax matters.

The Frankfurt office was established in 2001, and the Munich office opened in 2004. The German offices work closely with Milbank's London and US offices to complete complex cross-border financing transactions.

Practice areas

While not an exhaustive list, below are a number of the firm's most recognized practice areas.^[11] Firm lawyers are also active on a range of pro bono matters, including death penalty cases ^[12] and animal rights advocacy with groups like the Humane Society of the United States.^[13]

Corporate/mergers & acquisitions

The lawyers in the Milbank Global Corporate Group represent organizations in a broad range of regulated and non-regulated industries, from energy, healthcare, and pharmaceuticals to financial services, gaming, technology, telecommunications, and media, in connection with their most difficult and important domestic, international, and cross-border transactions; securities compliance matters; and corporate defense, proxy contests, and shareholder activism issues.

The firm has advised both negotiated and hostile transactions, including mergers and consolidations, stock and asset acquisitions and dispositions, strategic alliances, joint ventures, proxy contests and tender offers, leveraged and management buyouts, restructurings and bankruptcy reorganizations, and other complex, cutting-edge transactions. Milbank's clients include strategic buyers and sellers, private equity investors and their portfolio companies, lenders, financial advisors, boards of directors and management teams, government financial institutions, and other parties.

Financial restructuring

Milbank’s attorneys have played instrumental roles in several of the largest and most complicated bankruptcy cases in US history. Milbank litigators have achieved recoveries for debtors, senior creditors, official and ad hoc creditor committees, equity holders, and other parties in interest. Milbank has served as counsel to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Lehman Brothers, Enron and Refco and its litigators played a part in representing the agent to the senior secured lenders of Global Crossing. According to Business Week magazine, Milbank is "the leading specialist in the representation of creditors."^[14]

Intellectual property

Milbank’s intellectual property practice group provides comprehensive legal services to the world’s leading electronic, pharmaceutical, chemical and consumer product companies. Recognized as a leading US patent litigation practice by Managing Intellectual Property^[15] and in Europe by Legal Week, Milbank has a truly global reach. Its clients represent an array of international companies such as Fujitsu, Hitachi, Research In Motion, AstraZeneca and Bayer, as well as leading US companies such as Fisher Price, Anheuser Busch, JPMorgan Chase, NASCAR and Lehman Brothers. In addition to representing clients in trial, appellate and administrative proceedings, Milbank provides comprehensive dispute resolution and problem-solving advice.

Leveraged finance

Milbank’s Leveraged Finance Group advises financial institutions, companies and private equity clients on all aspects of leveraged transactions, including senior, subordinated and mezzanine debt transactions, bridge financings and high yield bond offerings. This practice group is composed of partners and associates who focus on executing leveraged finance transactions of all types.

The leveraged finance team regularly represents financial institutions and private equity firms and has extensive experience in structuring complex debt instruments that have been utilized in a wide variety of leveraged loan and high yield financing transactions. Milbank's leveraged finance group has particular strengths in first lien, second lien and unsecured loans and bonds; leveraged buyouts, recapitalizations and going private transactions; asset based and cash flow based financings; working capital and letter of credit facilities; structured financings; debtor-in-possession financings and exit financings; financial restructurings; and bridge financings.

The group has advised ABN AMRO, Advent, Apollo Advisors, Bank of America, The Carlyle Group, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, Goldman Sachs Mezzanine, Goldman Sachs PIA, JPMorgan Chase, Lehman Brothers, Madison Dearborn Partners, Merrill Lynch, Morgan Stanley, and many others.

Litigation and arbitration

Milbank’s Litigation and Arbitration group includes a number of practice areas, including intellectual property, complex commercial, financial restructuring, securities, mutual fund, and other types of litigation.^[16]

Lawyers in the white collar practice include former federal prosecutors, SEC attorneys and a former federal district and court of appeals judge. The firm has defended clients in several high-profile investigations of the financial industry, including investigations of tax shelters; revenue-sharing and market timing practices of mutual funds; soft-dollar and directed brokerage practices of investment advisors and broker-dealers; specialist trading; and revenue-sharing practices of insurance carriers and brokers.

Project finance

Milbank’s Global Project Finance group provides legal advice under both U.S. and English law. The group has pioneered the application of limited recourse project finance techniques internationally for more than 25 years and has worked on a large number if not most of the leading project financings in the world. Over the past three years, Milbank has closed more than 140 project financings which raised more than $85 billion for infrastructure projects across the globe. In these financings, the group represented various project participants, including credit providers, underwriters, advisors, sponsors, project joint ventures, insurers, contractors, government agencies and multilateral institutions.

Milbank’s Global Project Finance Department has traditionally been engaged in projects in industries such as power (including independent power projects, cogeneration, coal, hydro, nuclear, wind and alternative power), power transmission and distribution, pipelines, oil and gas and petrochemicals (including exploration, production, storage, refining, gasification, LNG and production platforms), telecommunications and space (including cellular, cable, fixed, mobile, direct broadcast, broadband and satellite imaging systems), waste disposal and recycling, water treatment, mining and natural resources (including aluminum, coal, copper, gold, iron, steel, zinc, uranium, titanium and other natural resources and metals), pulp and paper, transportation (including airports, rail, roads and shipping) and other types of infrastructure.

As the project finance marketplace has evolved, Milbank has expanded its worldwide practice to include asset disposition, restructuring, portfolio securitization, credit enhancement and political risk mitigation techniques.

Real estate

Milbank provides counsel to domestic and foreign financial institutions, banks, insurance companies, investment banks, developers, investors and others who participate in complex real estate transactions. The firm has a longstanding involvement in the field of real estate finance and development. Commencing with Rockefeller Center in the 1930s and continuing with Lincoln Center in New York, L'Enfant Plaza in Washington, Embarcadero Center in San Francisco and many other projects, Milbank lawyers have represented developers and investors in the financing and development of many of the nation’s premier real estate projects. Such representation typically has included advice and assistance in all phases of development from initial conceptual planning through equity and loan financing and construction to operation, refinancing and disposition.

Milbank’s real estate lawyers are experienced in mortgage transactions, including construction financing, participating and convertible mortgages, sale-leaseback transactions, REIT loans, performing and non-performing mortgage pool financings, mezzanine debt transactions, project financings and securitizations. Milbank attorneys have played important roles in an array of complex and creative financings and, during the recent recession, were involved with the debt restructuring of numerous high-profile real estate developers, including Donald Trump, Olympia & York, Peter Kalikow, William Zeckendorf, Bernard H. Mendik, A. Alfred Taubman, Melvin Simon, Leona and Harry Helmsley, Harry Macklowe and Trammel Crow.

The group has also been involved in the renovation or restoration of numerous historic properties, including the Statue of Liberty and the old Federal Reserve Bank of San Francisco building.

Regulatory

Milbank has an active broker-dealer regulatory practice providing counsel to many of Wall Street's leading financial institutions. The firm’s expertise includes advice to clients on trading, research, clearing and prime brokerage, and syndicate and investment banking practices. Milbank attorneys represent firms and their management in examinations, inquiries, or investigations conducted by the SEC, NASD, NYSE or other securities regulators. Finally, the attorneys conduct regulatory risk assessments, and assist clients in developing effective and practical supervisory and compliance programs.

Reinsurance

Milbank represents both cedants and reinsurers, from trial and appellate cases to mediation and arbitration, in complex disputes involving property/casualty and life/health insurance. Recently, the firm defended a Bermuda-based reinsurer in investigations by US and European regulators into the use of finite/nontraditional reinsurance products. The firm also won a major victory in the US Supreme Court in favor of insurers who challenged California's purported regulation of European life insurers and reinsurers. In a separate matter, Milbank obtained full rescission of a reinsurance treaty for several major reinsurers in a fraud dispute against worker's compensation insurers. In addition, Milbank obtained an order to consolidate 46 reinsurance disputes involving 21 reinsurance treaties – Milbank also prevailed on the merits of the case.

Securities

According to Legal 500, Milbank has one of the leading securities litigation practices in the nation, representing clients in some of the most influential cases ever brought under the federal securities laws. Milbank attorneys have represented financial institutions, issuers, broker-dealers, investment advisers, accounting firms and individuals in hundreds of class and derivative actions. These matters have involved securities fraud, disclosure, public offerings, insider trading, market manipulation, mergers and acquisitions, conflicts of interest, self-dealing, among other issues.

Tax

Milbank has a tax practices, and lawyers work in specialized, but overlapping, practice teams.

Milbank's tax practice is busy in M&A and private equity, corporate finance, executive compensation and employee benefits, financial restructuring, international, transportation finance, project finance and litigation.

Space and Transportation finance

The Space and Transportation Finance group works with Milbank's tax, structured finance, intellectual property, capital markets and bankruptcy attorneys to structure complex and often "first of its kind" transactions.

The group has devised financing structures and techniques and has participated in financings throughout North and South America, Europe, Asia, Africa, and Australia. Milbank's clients represent a cross-section of players in asset financings, including investment banks, manufacturers, export agencies, borrowers, lenders, airlines, equity participants and lessees. Transactions typical of Milbank practice are public and private asset-based securitizations and structured financings, cross-border and export financings, secured lending, leveraged leasing, project financings and bankruptcy workouts and restructurings.

Milbank attorneys have shaped several of the most significant securitizations of aircraft — including ALPS 94-1, ALPS 96-1, Aircraft Finance Trust (AFT), Lease Investment Flight Trust (LIFT), enhanced equipment trust certificate (EETC) financings, including the first prefunded EETC. Its work on sophisticated satellite financings began in the early 1990s.

Trusts & estates

Milbank's Trusts and Estates practice serves both individual and institutional clients, in the United States and internationally. The group works in the areas of estate planning, trust and estate administration, charitable giving, advising institutional fiduciaries, creating and advising exempt organizations, and trusts and estates litigation.

Milbank serves as counsel to such as Neuberger Berman Trust Company, the Rockefeller Trust Company, Chase Domestic and International Private Bank, and J.P. Morgan. It also represents the American Cancer Society, Lincoln Center for the Performing Arts, the Metropolitan Museum of Art, Rockefeller University, The Museum of Modern Art, the Whitney Museum, Vassar College, and many charitable organizations.

Rankings and recognition

Milbank placed 4th on the American Lawyer's 2014 A-List, recognizing its success in the areas of profitability, diversity, pro bono work, and associate satisfaction.^[17] In 2014, the firm placed 36th on the Vault Guide to the Top 100 Law Firms, a ranking based on surveys of associates. Additionally, the firm is top ranked in both Chambers Europe and Chambers USA in a number of its practices.^[18]

Lawdragon, a guide to the nation's best and brightest trial attorneys, included Milbank's own James Benedict and Scott Edelman in its list of leading Litigators in America. Additionally, the Best Lawyers in America 2007 included 28 Milbank attorneys in its survey, including practitioners specializing in banking, bankruptcy, commercial litigation, corporate governance, corporate/M&A, employee benefits, energy, equipment finance, information technology, project finance, securities, tax, trust and estates, white collar criminal defence, and international arbitration.^[19]

Los Angeles-based partners Ed Feo and Ken Baronsky were both identified as two of the Top 100 Lawyers in California in 2006 by the Los Angeles Daily Journal and San Francisco Daily Journal.^[19]

Euromoney’s Guide to the World’s Leading Law Firms (2003 edition) lists Milbank as the "Most Recommended Project Finance Law Firm", and Infrastructure Journal (2002 edition) designates Milbank as "No. 1 Global Legal Advisor", "No. 1 Power Legal Advisor", "No. 1 North America Legal Advisor", "No. 1 Telecoms Legal Advisor" and "No. 1 Latin America Legal Advisor". Additionally, Euromoney’s Project Finance Book of Lists awarded Milbank the "No. 1 in the Overall Global" ranking, as well as "No. 1 in Petrochemical" and "No. 1 in Latin America". Milbank has been cited by Privatisation International three times as the "Most Active Law Firm in the World" engaged in the project financing of major infrastructure projects. Additionally, The American Lawyer recognized Milbank as the "No. 1 in Global Project Finance Law Firm" in three of the past four years.^[19]

awards include:^[19]

• 2008 ALB SE Asia Law Awards:^[20] Deal of the Year; Project Finance Deal of the Year
• 2008 ALB Hong Kong Law Awards:^[20] Deal of the Year; M&A Deal of the Year

References

External links

• Official website