Proskauer Rose's Los Angeles Office: Building A Vigorous Corporate And Securities Practice

Thursday, February 1, 2007 - 00:00

Editor: Mr. Woronoff, would you tell our readers something about your background and professional experience?

Woronoff: I moved to Los Angeles in 1985, right after graduating from the University of Michigan Law School. I started practicing at the Los Angeles office of Skadden, Arps, which had been open for about two years and had just over 20 attorneys at the time. The first deal I worked on was Ted Turner's acquisition of MGM, which was a tremendous experience.

Skadden was a great place to learn the deal business, and I had great teachers, which is (of course) essential to success in this business. Skadden was also a great place to learn about the business of running a law firm, and the office experienced tremendous growth while I was there. I think there were over 170 attorneys at the peak. I stayed at Skadden for about 15 years.

I left Skadden in June of 2000 and, with several clients, raised a fund to start investing. In 2004 I decided to go back into practice. I talked to a lot of firms but realized that Proskauer was a perfect fit for me.

Editor: What were the things that attracted you to Proskauer?

Woronoff: I was looking for a small, sophisticated transactional practice, where I could do high quality work but in a more intimate setting. At the time I joined Proskauer, the firm had a very good, but very small, transactional group in Los Angeles. The group was led by Tom Dollinger, a great attorney the firm had moved out from New York in 1984, when it realized they needed someone with his skills on the West Coast.

By the time I joined, the firm was committed to building its presence on the West Coast in all of its practice areas. Proskauer had already started building the litigation and labor and employment groups before I arrived. The firm was looking to do the same thing in corporate and securities.

Editor: Please tell us about your practice. How has it evolved over the course of your career?

Woronoff: Essentially, my practice has been the same over the course of my career. I basically do four things: represent purchasers, sellers and financial advisors in public and private M&A transactions; represent underwriters, issuers, and investors in public and private financings; represent debtors, creditors, and financial advisors in restructuring transactions; and represent public and private entities with respect to various corporate and securities law matters. Of course, the portion of my time that I spend doing each of these things changes depending on the state of the markets and the economy. So I think more in terms of cycles rather than trends.

Editor: What is the origin of Pros-kauer's West Coast practice? Can you share with us the factors that went into a historically New York firm deciding to establish a presence on the West Coast?

Woronoff: Pros-kauer opened its Los Angeles office in 1979, when Bernie Gold, a Proskauer lawyer who had gone in-house at NBC in Los Angeles, decided to practice law at a firm again. It was obvious to the firm that it should open an office because Bernie is such a spectacular lawyer. Bernie was very successful, but Proskauer didn't fully exploit the opportunity. Remember, there were few, if any, out-of-town firms here at the time, so the field was wide open. A little over six years ago, the firm realized that the Los Angeles office could be an independent, stand-alone, business-generating entity, and expansion of the office became a top priority in the firm's strategic plan. In March 2000 the firm significantly beefed up the office's litigation capabilities and client roster by attracting Bert Deixler, Larry Rappaport, Mike Firestein and seven other attorneys from McCambridge Deixler - one of L.A.'s most highly regarded litigation boutiques. Then in 2002 we significantly enhanced the labor and employment group, first attracting Mark Theodore and then nabbing a five-lawyer group led by Tony Oncidi, the head of the Labor and Employment Department at Akin Gump.

I joined in 2004 to help build the corporate and securities practice, and in 2 1/2 years we've added 13 attorneys to this group, bringing our total to 15. We've handpicked these people, and I'm very proud of the quality of the attorneys in our group, from the most recent law school recruits to the partners we've been able to attract. Neil Cummings, a partner who joined us from Latham to run our leveraged finance practice in Los Angeles, is a great example of the caliber of the people we've added.

Editor: Can you give us an overview of the office's Business practice?

Woronoff: Our Business group includes attorneys practicing in five areas: Corporate and Securities; Reorganizations and Bankruptcy; Real Estate; Entertainment, Media, Information and Technology; and Tax. The group, which primarily consists of transactional lawyers, makes up about a third of the office. Of course, if you include the litigators who specialize in securities and complex commercial litigation, the practice is much bigger.

The Los Angeles practice is very well integrated with all of the other Proskauer offices. This allows us to draw on attorneys across the firm to bring much greater resources to our deals than a stand-alone office of our size. In addition to other transactional lawyers, we often draw on specialists from around the firm in litigation, ERISA, labor and employment, environmental, IP, healthcare and many other areas of the law. The firm has a tremendous breadth of practice across its 700 lawyers.

Editor: Who are the clients? What do you do for them?

Woronoff: Our clients are primarily investment banks and private equity funds and their portfolio companies. We represent investment banks in all types of capital markets, finance and M&A transactions. We represent private equity funds in fund formation, raising capital, and compliance matters, and in making, monitoring and harvesting portfolio investments. We represent portfolio companies (and other entities) in their day-to-day activities and a variety of transactions, including M&A, public offerings, recapitalizations, spin-offs, and institutional and bank financings.

Editor: What kind of impact have the recent corporate scandals, and Sarbanes-Oxley, had on your practice?

Woronoff: Certainly the response to the scandals - including Sarbanes-Oxley - has had an impact. Among other things, new federal requirements have been overlayed on the various state standards governing a variety of corporate and securities law matters, and not just for public companies. Increasingly, private companies are seeing a need to comply with these requirements, particularly on accounting and governance matters, for example, as they prepare for an IPO or sale. The new regulatory regime means we spend more time on compliance matters, both because there are more requirements and because the requirements are more complex than in the past. These developments make it more important than ever to have specialized expertise in this area.

Editor: Please tell us about some of the transactions that the Los Angeles office's corporate and securities practice has handled in recent years. Any particular highlights?

Woronoff: We've handled some great transactions over the past few years. It's hard to identify particular highlights, but I can give a pretty good sample.

In December, our client Ares Capital Corporation completed its fifth public offering of common stock, including its October 2004 IPO. The company has raised over $800 million in the offerings, and we were issuer's counsel each time. We also represented Maidenform Brands Inc. in its IPO in 2005 and in a secondary offering in 2006. We've also represented a number of investment banks as initial purchasers in several high yield deals and underwriter in a number of public offerings.

We've represented a number of private equity firms in a variety of transactions. For example, we represented Great Hill Partners, a Boston-based private equity fund, in the acquisition of its stake in Spark Networks PLC, a company that provides online personals services through websites such as JDate.com, MatchNet.com and American Singles.com. We also participated in the firm's representation of Merrill Lynch Global Private Equity, part of the consortium that acquired HCA, Inc., the largest U.S. operator of for-profit healthcare facilities, in a deal valued at $33 billion.

In November, we advised Chanin Capital Partners, a specialty investment bank, in the sale of its business to Duff & Phelps. And, in a particularly fun deal, we represented the Promenade Trust in its sale of the Elvis Estate to an entity controlled by Robert Sillerman.

Editor: Recently the Los Angeles office added to its transactional strength with the arrival of Eric Remensperger, Raj Tanden and Fred Bernstein as partners. Would you tell us something about them and what they bring to the office?

Woronoff: The addition of these partners significantly strengthens our transactional practice. In addition to bringing their stand-alone business, they provide significant cross-departmental enhancements to the firm's corporate and securities, entertainment, tax, real estate, and other practices.

Fred has deep roots in the film, television, and digital entertainment industries. He came to Proskauer from Manatt Phelps, where he was a partner and co-chair of the Entertainment, Advertising and Media Practice Group. Previously he was President of Columbia TriStar Motion Pictures and a Senior VP of MCA Motion Picture Group, where he managed Universal Pictures. At Proskauer he focuses on the creation, financing, distribution and exploitation of content, and the leveraging of brand equity.

Eric joined Proskauer from Gibson Dunn to head our West Coast Real Estate group. He has over 20 years of experience in virtually all aspects of real estate law, with a focus on institutional investors, particularly in the area of secured lending work, portfolio acquisitions and capital deployment. Since I joined Proskauer, we have been looking to add someone able to handle sophisticated real estate transactions to the office, and we are very fortunate to have attracted Eric. He is one of the best real estate practitioners in Los Angeles and was recruited heavily by several other firms.

Raj was the go-to tax partner at Morrison & Foerster on the West Coast. He has a practice that runs the gamut of domestic and international transactions, including mergers, acquisitions, spin-offs, joint ventures and divestitures. In an interesting fit with Eric, he also has extensive experience handling tax matters arising from complex real estate transactions. Raj is the perfect complement to our existing transactional capabilities and will significantly bolster the fast growth in our West Coast practices.

Editor: Are there particular areas that the office has targeted for growth?

Woronoff: We've been very fortunate and have had great growth over the past few years. I don't think there are particular areas we are targeting to add, although we are definitely opportunistic. We certainly want to continue to enhance our capabilities in capital markets, M&A, leveraged finance and private equity, and we are actively recruiting in those areas.

Editor: Is there anything you would like to add?

Woronoff: The dramatic growth in Proskauer's Los Angeles office over the past few years reflects the firm's commitment to capitalize on the opportunities in the market. I feel very fortunate to be here at this time.

Please email the interviewee at mworonoff@proskauer.com with questions about this interview.