Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton LLP

Headquarters	One Liberty Plaza New York City
No. of offices	16
No. of attorneys	1,200+
Major practice areas	General practice
Key people	Michael Gerstenzang, Managing Partner[1]
Revenue	$1.131 billion (2012)[2]
Date founded	1946
Company type	Limited liability partnership
Website

Cleary Gottlieb Steen & Hamilton LLP is an international law firm headquartered at One Liberty Plaza in New York City. The firm currently has offices in Washington DC, Hong Kong, Beijing, London, Rome, Milan, Brussels, Moscow, Frankfurt, Cologne, Paris, Buenos Aires, São Paulo, Abu Dhabi, and Seoul. It employs over 1,200 lawyers worldwide.^[3] It was the first U.S. firm qualified to practice law in Japan, and has represented governments throughout Latin America.^[3]

The firm is known for its representation of national governments in sovereign-debt cases.^[4] Lee Buchheit, a partner in the firm who has led debt-restructuring negotiations for several countries, is the originator of the "collective action" clause in debt agreements, whereby a supermajority of bondholders can compel all bondholders to accept a restructuring. As of 2016, the website Vault.com ranked Cleary Gottlieb #9 in their "Vault Law 100" list.^[5]

History

The firm was founded in 1946 when six partners from the firm of Root, Clark, Buckner & Howland left to found a firm which they initially called "Cleary, Gottlieb, Friendly, & Cox." One of those partners was Henry Friendly, whose name was removed from the firm's name after he was appointed as a judge on the United States Court of Appeals for the Second Circuit in 1959.

Offices

The New York office is situated in One Liberty Plaza, across the street from the World Trade Center site. The Washington office is located at 2000 Pennsylvania Avenue, four blocks northwest of the White House.^[6]

Notable lawyers

Some of the notable attorneys who have practiced at Cleary, Gottlieb, Steen & Hamilton LLP include George W. Ball, Henry Friendly, and Melvin Steen. Current notable attorneys include former two-time SEC general counsel David M. Becker; former president of the New York City Bar Association, Evan A. Davis; former SEC general counsel Giovanni Prezioso; a former FDIC general counsel; and capital markets lawyer Leslie N. Silverman.

Alumni of Cleary Gottlieb include: former Secretary of the Treasury Robert Rubin; a former President of the U.N. General Assembly; U.S. National Security Council Director for Russia; Belgium’s Ambassador to the United States; Darren Walker, President of the Ford Foundation; and Renaud Laplanche, founder of Lending Club.

Notable cases and mandates

• Cleary Gottlieb has been engaged in several cases involving the restructuring of sovereign debt. "Over the past three decades," noted a 2012 Reuters report, "the firm has become the go-to legal adviser for countries" in financial difficulties. "In the past five years it has represented Greece, the Republic of Congo and the Ivory Coast."^[7]
• The firm advised Argentina in the 2005 restructuring of its $81.8 billion global debt, and in 2012 it represented Greece in the largest ever sovereign-debt restructuring and the largest ever bond exchange. But in 2014, a number of commentators criticized the firm severely for its handling of the Argentinian debt case.^[7]
• In 2011, Cleary Gottlieb represented the Chinese company Sichuan Hongda Group in its $3 billion investment in Tanzania, a joint venture with Tanzania’s National Development Corporation (NDC) that constituted the largest investment venture in East Africa to date.^[8]
• Issuer counsel to the Government of Malaysia in its $750 million eurobond offering in 2002.
• Counseled Crédit Lyonnais in its €19.5 billion acquisition by Crédit Agricole SA in December 2002. The entity is now known as LCL (Le Crédit Lyonnais).
• In 2003, the firm advised Deutsche Telekom in its €2.3 billion bond offer.
• Advised Argentina in the 2005 restructuring of its $81.8 billion global debt.
• Retained as legal counsel by Euronext NV in its €15 billion merger of equals with the New York Stock Exchange in 2006.
• In 2007, Cleary Gottlieb served as legal adviser to T-Mobile in its $2.4 billion merger with SunCom Wireless.
• Defended the Republic of Congo in litigation in the United States arising from attempts to garnish Congo's oil royalties.
• Represented Mittal Steel Czech subsidiary in ICC arbitration claim brought by Dutch contractor.
• Advised Google in its acquisition of Motorola Mobility.
• In 2012, Cleary Gottlieb acted as international counsel to Greece in a liability management exercise, its financing transactions with the European Financial Stability Facility which involve debt facilities in excess of €150 billion as well as other transactions, such as the €35 billion securities purchase transaction between Greece and the European Central Bank. Also in 2012, Cleary Gottlieb acted as international counsel to The Hellenic Republic in connection with its invitation, launched on February 24, relating to approximately €206 billion face amount of Greek bonds held by private sector holders, the largest ever sovereign debt restructuring and the largest ever bond exchange.
• In 2014 Clearly Gottlieb was retained by the government of Puerto Rico, to help in the restructuring of its $72 billion public debt^[9]

Buchheit and collective action

"Much of Cleary Gottlieb's success in sovereign debt," according to Reuters, "is based on the work of partner Lee Buchheit, who has led restructuring negotiations for 20 countries." Buchheit’s "academic papers, books and legal briefs over the past three decades fill much of the void where no formal law exists." For example, in 2002, "Buchheit developed a collective action clause, which says that if a supermajority of bondholders votes in favor of a restructuring, it becomes legally binding for everyone, even for those who voted against it." Buchheit was a lead author of a 2013 Brookings committee report that proposed changes in the approach to sovereign debt, including the collective action clause.^[10]

Awards and recognition

• Chambers and Partners has given the firm high marks in the following practice areas: Corporate, Litigation, M&A, Private Equity, antitrust, capital markets, employee benefits, real estate, and income tax.^[11]
• Law360 recognized Cleary in its "Global 20" List of Preeminent Global Law Firms, 2014 noting that "With its work from a €40 billion ($53.4 billion) merger of global cement producers to juggling simultaneous deals between Lenovo Group Ltd. and International Business Machines Corp. and Google Inc., Cleary Gottlieb Steen & Hamilton LLP has landed a spot on Law360's Global 20 for the fourth straight year." ^[12]
• Cleary was selected as the Americas Law Firm of the Year for 2015 and the Russian Law Firm of the Year from in 2013, 2014, and 2015 by the International Financial Law Review.^[13]
• Legal Business ranked Cleary as its Law Firm of the Year in 2013, remarking that "Cleary has been a blueblood of the international legal community for a very long time.^[14]
• Vault ranked Cleary Gottlieb as the #8 Best Law Firm in 2016, based on prestige to work for from branche-internal surveys. This was a decline from its position of #7 in 2015.^[15]
• The Chambers USA Guide bestows praise on Cleary, noting that "The firm’s worldwide practice has a proven track record for innovation and providing work of the highest quality to meet the needs of its domestic and international clients. In recognition of the firm’s strong global practice, its effectiveness in dealing with the different business cultures of the countries in which it operates, and its success in multiple jurisdictions, Cleary Gottlieb received Chambers & Partners’ inaugural International Law Firm of the Year award. Cleary Gottlieb seamlessly handles the largest and most innovative matters worldwide. Publications and other data providers that cover the legal and financial industries consistently recognize Cleary Gottlieb for its legal excellence."^[16]

Controversies

• In August 2014 The American Lawyer ran an article headlined "Cleary’s Litigation Slump." The article noted that in the previous six months Cleary Gottlieb had "lost a string of historic cases," including cases in which it represented Russia and Argentina. "Powerful entities routinely ask Cleary to push the envelope in international law," reported the publication. "Lately it hasn’t worked out well."^[17]
• In August 2007, Manhattan federal judge Loretta Preska sanctioned Cleary Gottlieb for improperly trying to dissuade a witness, French-Congolese businessman Medard Mbemba, from testifying in Kensington International Ltd. v. Republic of Congo, in which Kensington, which was trying to collect on a nearly $57 million judgment against Congo and Clearly Gottlieb was representing Congo. The firm, Preska wrote, "has shown a willingness to operate in the murky area between zealous advocacy and improper conduct, and here it crossed the line." She imposed monetary sanctions on the firm and ordered that a formal reprimand be circulated to all of Cleary's 950 lawyers, and officially reminded Clearly "that it has obligations beyond representing its client."^{[18][19][20][21]}
• Cleary Gottlieb has received criticism at various times during its long representation of Argentina in sovereign-debt cases in which the Argentine government has paid Cleary roughly $400 million.^[22] For example, Argentine opposition lawmakers have criticized the firm's legal strategies.^[23] In addition, Cleary attorneys have at various times taken controversial positions in front of U.S. courts.^[7] During an October 2013 hearing, Cleary partner, Johnathan Blackman, stated that if the court came to an unfavorable ruling Argentina would not "voluntarily obey."^[22] Although Cleary attorney maintained in front of court that Argentina had no plan to restructure the debt,^[24] within hours of the Supreme Court’s refusal to hear Argentina's appeal, Argentine President Cristina Fernandez de Kirchner vowed in a speech not to "submit to extortion" by the hedge funds. The next day the country’s Economy Minister, Axel Kicillof, announced that Argentina was working on a means of restructuring its debt that would allow it to pay most bondholders while not paying the holdouts. One observer noted that "Argentina's pronouncements, at the very least, have put Cleary Gottlieb in the awkward position of trying to explain to Judge Griesa why he should disregard the public proclamations of its client."^[25] Another observer, Josh Rosner, accused Cleary Gottlieb of "‘advising chaos’, which, of course, benefits the lawyers, not the client….by pushing the Government to avoid settlement and to choose default, even in violation of the Orders of the U.S. Court." ^[24] Cleary advised the government to allow the United States Supreme Court to force them to default on their foreign loans and restructure all external bonds as they are outside the scope of the United States Supreme Court.^[26] Cleary has faced criticism from other commentators who have urged Argentina to fire Cleary Gottlieb, saying the firm failed to protect the national interest.^[27]
• In June 2014, the New York hedge fund NML Capital, which owned much of Argentina’s debt claimed in a court proceeding that Argentina had a secret plan in the event it was rebuffed at the United States Supreme Court, citing a leaked memo from Cleary Gottlieb lawyers indicating Argentina intended not to default on its exchanged debt but to instead restructure the bonds putting them out of the reach of U.S. courts."^[23]
• In August 2014, Argentina published a two-page ad in the New York Times and The Wall Street Journal stating that it had not defaulted on its debt obligations. Judge Griesa called this a "false and misleading" statement and said that Argentina's lawyers were responsible for monitoring Argentina's statements.^[28] One report stated that Griesa, at a meeting in his office in Manhattan, "railed at Argentina’s lawyers from Cleary Gottlieb Steen & Hamilton following the publication of another so-called legal notice insisting the government has met its payment requirements and was therefore not in default."^[29]
• Cleary Gottlieb represented Russia in the case of Yukos, a firm that the Russian government had broken up in 2003 after arresting its owner, Mikhail Khodorkovsky, on charges of tax evasion. Courts in several countries later ruled that the Russian government’s real intent was to destroy Yukos and seize its assets, and punish Khodorkovsky, a political enemy.^[30] In 2014, the largest arbitration award in history, $50 billion, was won by Yukos' former owners against Russia. On July 28, 2014, Kodorkovsky commented: "‘From beginning to end, the Yukos case has been an instance of unabashed plundering of a successful company by a mafia with links to the State." Emmanuel Gaillard, head of Shearman & Sterling’s international arbitration group, which represented Yukos investors, said Russia had not been collecting legitimate exercise in tax collection but had "aimed at destroying Yukos and illegally expropriating its assets for the benefit of State instrumentalities Rosneft and Gazprom."^[31]
• A January 2013 article in the Toronto Globe and Mail reported that "Nortel’s main U.S. firm, Cleary Gottlieb Steen & Hamilton LLP, charged Nortel $1.25-million in legal fees and another $300,000 in expenses such as photocopying and meals in November 2012. It also charged the company $40,000 to produce a 180-page document to submit to U.S. Bankruptcy Court in Delaware detailing all its charges and fees, declaring that it took 80 hours of staff time."^[32]
• The U.S. Department of Justice stated in 2014 that Cleary Gottlieb had given incorrect legal advice to BNP Paribas in regard to international transactions, resulting in penalization by US authorities that might otherwise be avoided.^[17]

References

External links

• "Cleary Gottlieb Steen & Hamilton LLP official site". Retrieved February 21, 2007.