Productively Aligned

We forge uncommonly close connections with our clients, developing a deep understanding of their businesses and the competitive, legal and regulatory environments they face, as we work hand in hand with them to craft commercial and often novel solutions that advance their interests around the world.

Corporate, Finance and Investments
Amplifying a Stored-Energy Innovator

Successfully navigating numerous business and legal issues in over 25 foreign jurisdictions, Energizer announced a strategic $2B acquisition.

Amplifying a Stored-Energy Innovator

“The jurisdictional and technical complexity of this acquisition, coupled with a very tight timeframe, meant that the Energizer and K&S teams had to be in absolute lockstep globally. It was great to work with such an outstanding group from Energizer.”

– Cal Smith, Partner, King & Spalding

Client Interest
With an opportunity to boost its global position, Energizer Holdings, Inc., sought to acquire Spectrum Brands’ global battery and portable lighting business, adding the established Rayovac® and VARTA® brands to its portfolio as well as complementary geographies and cost synergies.

Coordination with K&S
In a combination involving more than 30 international jurisdictions, Energizer worked with antitrust and corporate specialists at K&S to bid for Spectrum’s global battery and portable lighting business, ultimately finalizing and announcing an agreement within just four weeks. The expedited carve-out and separation of Spectrum’s global battery and portable lighting business from its parent organization required extensive diligence and negotiations, as well as the navigation of numerous business and legal issues, including antitrust clearance of the highly complex merger with the U.S. Federal Trade Commission and more than 25 foreign jurisdictions. Altogether, Energizer coordinated with 13 K&S practice teams and local counsel in more than 25 countries to close the transaction.

Commercial Wins
In January 2018, Energizer announced a $2 billion deal to acquire 36 subsidiaries of the Spectrum Brands family, as well as assets from approximately 20 additional Spectrum Brands subsidiaries, upon which Energizer’s shares traded up 15%. The combination will expand the company’s presence in Europe and Latin America, broaden its product portfolio and manufacturing capabilities, and enhance R&D capacity.


Norman Armstrong, Washington, D.C.
John Carroll, Washington, D.C.
Jeffrey Spigel, Washington, D.C.
Christopher Healy, Washington, D.C.
Carolyn Lachman, Washington, D.C.

Mergers and Acquisitions

Cal Smith, Atlanta
Elliott Tapp, Atlanta
Robert Benson, Atlanta
Sawyer Duncan, Atlanta
Zachary Peffer, Atlanta
Audrey Rogers, Atlanta
Matthew Saur, New York


Abraham Shashy, Washington, D.C.
John Sweet, New York
Ariana Wallizada, Washington, D.C.

Securities Enforcement and Regulation

Carrie Ratliff, Atlanta
Zachary Davis, Atlanta

Employee Benefits and Executive Compensation

Samuel Choy, Atlanta
Ellen Sueda, Silicon Valley

Labor and Employment

Cheryl Sabnis, San Francisco
Joseph Akrotirianakis, Los Angeles
Jona McCormick, Atlanta

Intellectual Property, Patent, Trademark and Copyright Litigation

Scott Petty, Atlanta
Richard Groos, Austin
Sheri Hunter, Austin
Kent Jordan, Atlanta

Commercial Litigation

Lawrence Slovensky, Atlanta
Benjamin Watson, Atlanta

Special Matters and Government Investigations

Jason Jones, Washington, D.C.
Laura Bennett, Washington, D.C.

International Trade

Michael Taylor, Washington, D.C.
Patrick Togni, Washington, D.C.
Elizabeth Owerbach, Washington, D.C.

Environmental, Health and Safety

Adam Sowatzka, Atlanta
Stephen McCullers, Atlanta

Real Estate

R. Davis Powell, New York
Taryn Reynolds, New York
Natalie Whitaker, Atlanta

Leveraged Finance

Ellen Snare, New York
Benjamin Snyder, New York

Maximizing Results for Retail Lenders

A retail reorganization for the books, an ad hoc lender group advised Payless in emergence from Chapter 11 after only 4 months.

Maximizing Results for Retail Lenders

“The K&S team consistently remained a step ahead of its counterparts. They developed and implemented creative strategies that generated significant value for our lender group. K&S was commercial and pragmatic, but also not afraid to get tough when warranted.”

– Member, ad hoc lender group

Client Interest
Traditional retail faces significant headwinds due in part to shifting consumer preference and the continued rise in e-commerce. Burdened by these industry-wide challenges, Payless, an iconic American footwear retailer, faced an imminent restructuring in early 2017. An ad hoc fulcrum lender group, holding a substantial portion of Payless’ nearly $1.0 billion in funded debt, engaged K&S to explore restructuring alternatives.

Coordination with K&S
K&S’s multi-disciplinary, cross-office team commenced negotiations with Payless regarding the terms of a comprehensive operational and financial reorganization. Among other things, K&S advised the ad hoc lender group regarding new money DIP financing to fund the chapter 11 cases and certain exit financing commitments to ensure a clear path to emergence, the terms of which were governed by a restructuring support agreement structured to maximize the ad hoc lender group’s ability to effectively control the process. K&S also took a central role in framing negotiations among Payless’s pre-petition sponsors and the official unsecured creditors’ committee regarding a global settlement of potential estate causes of action.

Commercial Wins
Payless emerged from chapter 11 after only 4 months. During that time, it successfully shed hundreds of underperforming leases, rejected burdensome contracts, secured favorable go-forward trade terms with critical vendors, and settled significant contingent claims against Payless, all with virtually no value destruction. The ad hoc lender group fared well, capturing substantially all of the reorganized equity, as well as $200 million in secured take-back debt.

The Payless bankruptcy has been recognized in the market as a “playbook” for future retail reorganizations.

Financial Restructuring

Michael Rupe, New York
Jeffrey Pawlitz, New York
Austin Jowers, Atlanta
Christopher Boies, New York
Elizabeth Dechant, Chicago
Michael Handler, New York

Bankruptcy and Insolvency Litigation

Arthur Steinberg, New York
David Fine, New York
Emily Chen, New York

Leveraged Finance

Ellen Snare, New York
Samantha Gleit, New York
Martin Eid, New York
Eugene Pevzner, New York


John Sweet, New York
John Taylor, London

Corporate Governance

Carrie Ratliff, Atlanta

Employee Benefits and Executive Compensation

Kenneth Raskin, New York
Mark Kelly, Atlanta

An Offshore Leader Gains Nordic Depth

To expand its reach to the North Atlantic basin and strengthen its leading position, Transocean acquired Songa Offshore for $3.38B.

An Offshore Leader Gains Nordic Depth

“K&S was able to successfully navigate complex U.S. securities law issues in the context of a cross-border transaction involving listed companies in different jurisdictions. Their knowledge, professionalism and dedication to the project was appreciated by all parties.”

– Daniel Ro-Trock, Senior Associate General Counsel, Transocean

Client Interest
To strengthen its leading position in harsh environment, ultra-deepwater drilling, Transocean Ltd. moved to acquire Songa Offshore S.E., a publicly held Norway-based contractor with a strong presence in the North Atlantic basin and Statoil’s largest drilling service provider.

Coordination with K&S
Leveraging cross-border M&A, securities and tax expertise, Transocean chose to partner with K&S to negotiate the deal, which secured favorable terms and conditions for the client. Songa agreed not to solicit competing offers as the transaction progressed; its board recommended the combination; and Songa shareholders holding approximately 77% of the shares signed irrevocable pre-acceptance agreements. Songa Chairman, Frederik Mohn, was added to Transocean’s board. K&S worked closely with Norwegian, Swiss and Cyprus counsel to deal with complex corporate, securities and antitrust issues. Extensive advice relating to U.S. securities laws was provided by the firm, which included coordination with the SEC.

Commercial Wins
In a deal valued at $3.38 billion, in August 2017 Transocean reached an agreement to acquire 100% of issued and outstanding Songa shares through a Voluntary Exchange Offer. The combination is expected to be accretive on an EBITDA, operating cash flow, and net debt/EBITDA basis, with anticipated annual expense synergies of approximately $40 million.


Keith Townsend, Atlanta
Martin Hunt, London
Zachary Cochran, Atlanta
Nathan Mihalik, Atlanta

Securities and Corporate

Alana Griffin, Atlanta
Jeffery Malonson, Houston
Carrie Ratliff, Atlanta
Allison Bazinet, Atlanta
Courtney Byrne, New York
Zachary Davis, Atlanta
Lynda Reddy, New York


John Sweet, New York
Robert Beard, Atlanta

Government Matters
Securing Rare FDA “No Objection” for Off-Label Promotion

Securing a first-of-its-kind “no objection” letter from FDA, Egalet ensured proper communication of important abuse-deterrent properties of ArymoTM ER.

Securing Rare FDA “No Objection” for Off-Label Promotion

“We appreciated K&S’ help and expertise on both the FDA and First Amendment issues. The team had strong relationships with FDA, which made all the difference. The win here was a home run for Egalet and for the public health.”

– Bob Radie, CEO, Egalet

Client Interest
In the face of the opioid public health crisis, Egalet sought the right to communicate with healthcare professionals about the important abuse–deterrent properties of Arymo™ ER, an opioid that FDA approved in January 2017. According to an FDA advisory committee, the necessary clinical study had demonstrated that the drug had physical and chemical characteristics that would deter intranasal and intravenous abuse.

Coordination with K&S
When information regarding the drug’s intranasal abuse–deterrent properties was blocked from inclusion in Arymo’s labeling by another product’s exclusivity, Egalet and a team of FDA and First Amendment experts from K&S asked FDA to reconsider how exclusivity is assigned to information about abuse deterrence. They also asserted Egalet’s First Amendment right to communicate information about Arymo’s intranasal abuse-deterrent properties to healthcare professionals, while FDA reconsidered how to assign exclusivity for these types of claims.

Commercial Wins
In March 2017, the FDA issued a letter to Egalet stating it would “not object” to Egalet’s provision of information to healthcare professionals about Arymo’s intranasal abuse-deterrent properties. To this firm’s knowledge, this “no objection” letter was the first of its kind. The “no objection” letter ensured that Egalet could share critical information to help healthcare professionals make better treatment decisions to combat and prevent opioid abuse.

FDA and Life Sciences

Lisa Dwyer, Washington, D.C.
Sheldon Bradshaw, Washington, D.C.
Nikki Reeves, Washington, D.C.

Appellate, Constitutional and Administrative Law

Jeffrey Bucholtz, Washington, D.C.

Syncing Antitrust in Global High-Value Combinations

Facing potential cross-jurisdictional antitrust issues, WestRock reached an agreement to acquire Multi Packaging Solutions International.

Syncing Antitrust in Global High-Value Combinations

“Our experience advising our client WestRock on antitrust issues for decades has allowed us to gain a deep understanding of their business, so we can work collaboratively with them to find creative solutions to their problems and help them achieve their business strategies.”

– Jeffrey Spigel, Partner, King & Spalding

Client Interest
Seeking to bolster its portfolio, WestRock Company, a leading global paper packaging solutions provider, looked to resolve potential antitrust issues in several significant transactions in 2017, including its acquisition of Multi Packaging Solutions International Limited (MPS), a leading global provider of print-based specialty packaging with a blue-chip customer base.

Coordination with K&S
Having navigated antitrust issues on strategic transactions for decades, including multibillion-dollar acquisitions, WestRock and K&S were able to efficiently execute cross-jurisdictional clearance for the MPS combination while helping favorably position WestRock for continued growth. To close this large acquisition of a competitor, K&S partners and associates worked hand-in-glove with foreign counsel in Mexico, Canada and the UK, coordinating our filings and submissions and drafting advocacy to secure clearances from all jurisdictions without conditions. Key to success was formulating compelling and consistent work product for the U.S. Department of Justice and international antitrust enforcement authorities.

Commercial Wins
WestRock reached a definitive agreement with MPS in early 2017, effectively broadening its product capabilities; expanding its presence in the growing healthcare and consumer markets, among others; and reaping operational efficiencies. The acquisition was also expected to be immediately accretive to the company’s financial results, on both an earnings per share and a cash flow basis, inclusive of purchase accounting adjustments.


Jeffrey Spigel, Washington, D.C.
John Carroll, Washington, D.C.
Kathryn Kuhn, Washington, D.C.
Meaghan Griffith, Washington, D.C.

No Charges = A “Win” in an SEC Enforcement Matter

With a client under SEC investigation, an international law firm undergoes investigation but ultimately is not charged.

No Charges = A “Win” in an SEC Enforcement Matter

“Law firms and lawyers are more accustomed to helping clients with subpoenas than to responding on their own behalf. Our team brought a level of sensitivity and expertise to the matter that I know our clients appreciated. And we were all very happy when the SEC Staff closed its investigation!”

– Dixie Johnson, Partner, King & Spalding

Client Interest
Recently, an international law firm’s client, a private equity firm, received a subpoena from the United States Securities and Exchange Commission. At the same time, the law firm itself was served with a separate subpoena seeking files and information about its work with the private equity firm. The SEC sued the private equity firm. While the SEC had not sued a law firm since the 1980s and the firm’s work included multiple, highly skilled partners in various geographic locations, the agency’s high-profile focus on “gatekeepers” brought heightened attention on the law firm.

Coordination with K&S
To assist in the initial response, the law firm engaged K&S. With a deep understanding of private equity and fund formation as well as the SEC enforcement process, K&S undertook extensive analysis of the facts, the law firm’s responsibilities regarding attorney-client privilege and attorney work product, and relevant ethics requirements. As the investigation progressed, the private equity firm pursued a reliance on counsel defense. Meanwhile, under its “gatekeeper” initiative, the SEC scrutinized the law firm’s activities, focusing on the advice of the lead corporate partner, as well as reviewing the work of the lawyers who worked on litigation and other corporate matters.

Commercial Wins
While the private equity firm’s principal ended up settling with the SEC, the SEC Staff closed its investigation regarding the law firm and its lawyers without recommending any action. Following multiple meetings between K&S and SEC staff, which included detailed presentations and discussions about the facts, the law, and the law firm’s policies and procedures, the SEC investigation staff from the Division of Enforcement confirmed that they would not recommend enforcement action against the law firm, its partners and employees—a clear “win” in the context of SEC enforcement.

Securities Enforcement and Regulation/Special Matters and Government Investigations

Dixie Johnson, Washington, D.C.
Alec Koch, Washington, D.C.
Laura Bennett, Washington, D.C.
Victoria Bohannan, Washington, D.C.
Nicole Pereira, New York

Professional Liability Litigation/Trial and Global Disputes

Pat Brumbaugh, Atlanta

Trial and Global Disputes
Prevailing in Investment Treaty Arbitration

Burlington Resources effectively resolved energy and environmental arbitration against Ecuador in a first-ever ICSID decision.

Prevailing in Investment Treaty Arbitration

“The extraordinary level of collaboration between the K&S and Burlington Resources teams was critical to reaching this outstanding result in one of the first environmental cases to be decided by ICSID.”

– Tracie Renfroe, Partner,
King & Spalding

Client Interest
Burlington Resources Inc., ConocoPhillips’ wholly owned subsidiary, aimed to resolve a long-running investment treaty arbitration against the Republic of Ecuador in what Burlington alleged was an unlawful expropriation of significant investments without compensation. The subsidiary also sought to refute Ecuador’s retaliatory US$2.6 billion counterclaim of alleged environmental and infrastructure damage on the part of Burlington and a fellow Consortium member.

Coordination with K&S
For more than seven years, a K&S team marshaling international disputes, energy and environmental expertise joined with co-counsel and Burlington to lead arbitration under the U.S.-Ecuador Bilateral Investment Treaty before the International Centre for Settlement of Investment Disputes. Leading the counterclaim defense, K&S endeavored to help the Tribunal evaluate extensive environmental data using Ecuador’s own laws and best environmental science principles. And in a first-ever ICSID decision of its kind, the Tribunal concluded that the Consortium operations were reasonable and resulted in modest impacts standard for oilfield operations, awarding an extremely small percentage of the environmental and infrastructure claim. At the same time, the three-member Tribunal held that Ecuador had unlawfully expropriated Burlington’s investment, awarding the company $380 million in damages. Ecuador then sought an annulment of the award, leading to an automatic stay of enforcement.

Commercial Wins
Demonstrating Ecuador’s history of enforcement avoidance, K&S and co-counsel convinced the Annulment Committee to lift the stay. Fearing attachment of its assets, in December 2017, Ecuador agreed to pay $337 million — a highly favorable outcome given the country’s credit risk and the costs of enforcement proceedings.

Toxic Tort and Environmental Litigation

Tracie Renfroe, Houston

International Arbitration and Litigation

Wade Coriell, Singapore, Houston
Craig Miles, Houston
Elizabeth Silbert, Houston, Atlanta
Sara McBrearty, Houston
Anisha Sud, Singapore, Houston

Dialing Down Music Licensing Fees

ESPN successfully challenged a common industry practice, establishing an unprecedented-for-BMI license structure and favorable rates.

Dialing Down Music Licensing Fees

“This case was a model example of client and law firm partnering together in the development and presentation of a challenging case – and it was rewarding to obtain a result of significant benefit.”

– Kenneth Steinthal, Partner, King & Spalding

Client Interest
In this challenge to common industry practice not well-suited to ESPN’s circumstances, ESPN sought an alternative to the traditional blanket, percentage-of-revenue fee structure offered by Broadcast Music, Inc. (BMI) for a license to cover the public performance of songs that ESPN does not secure directly from rights-holders – which comprises mostly music in commercials and the ambient music played in arenas and stadiums that the cable network is not in a position to directly license. ESPN directly pays songwriters and publishers for the lion’s share of the music played during its broadcasts.

Coordination with K&S
After unsuccessful efforts to resolve the issues by negotiations, ESPN initiated a proceeding before the court overseeing the BMI antitrust consent decree, which retains jurisdiction to determine reasonable license fees for users where they cannot achieve a negotiated agreement with BMI. The ESPN case was the first case to challenge BMI’s off-the-shelf license structure for audiovisual programming. K&S’s Media & IP team developed arguments based on the costs associated with ESPN’s competitive direct-licensing transactions as well as the merits of its fair use arguments pertaining to performances of ambient music captured in connection with live sports broadcasts. After about a year of pre-trial proceedings, the cable network felt well-positioned to go to trial.

Successful Outcome
Ultimately, BMI agreed to a settlement on the eve of trial that established an unprecedented-for-BMI license structure and favorable rates for ESPN from 2010 to 2020.

“This case was a model example of client and law firm partnering together in the development and presentation of a challenging case – and it was rewarding to obtain a result of significant benefit.” Kenneth Steinthal, Partner, King & Spalding ESPN’s Amy Klein commented that “the K&S team’s innovative arguments – and willingness to work with us on a fee structure that created a potential for a ‘win/win’ outcome – was essential to ESPN’s willingness to bring this case; and we are delighted we did.”

Intellectual Property, Patent, Trademark and Copyright Litigation

Kenneth Steinthal, San Francisco, Los Angeles
Joseph Wetzel, San Francisco, Los Angeles
Ivana Dukanovic, San Francisco
Kristine Hanson, San Francisco
Katherine Merk, San Francisco, Los Angeles

What Clients Say
Across Our Global Platform
137 Partners
25 Chambers
Lawyer Rankings
38 Other Recognitions
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Washington, D.C.
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Chambers USA
“Incredibly experienced.”
Chambers Europe
“An excellent team of pragmatic, professional and reliable individuals.”
Legal 500 Asia-Pacific
“For high-level complex matters, their level of expertise is unmatched.”
Chambers Asia-Pacific
Abu Dhabi
“A go-to firm for a lot of bespoke work.”
Chambers Global
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Chambers Global
New York City
“They are also some of the most commercial and sound general legal advisors I work with.”
U.S. News & World Report
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“Hardworking, well-versed, and creative in their approach to litigation.”
U.S. News & World Report
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Chambers USA
Silicon Valley
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Chambers Global
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Legal 500 EMEA
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Chambers USA
San Francisco
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Legal 500 US
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Chambers USA
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Legal 500 EMEA
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“Former U.S. Attorney to Open Chicago Office”
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