Sullivan & Cromwell
(The following information was supplied by the firm)
Firm Overview:
Sullivan & Cromwell LLP provides the highest quality legal advice and representation to clients worldwide. The firm’s record of success and unparalleled client service has set it apart for more than 130 years and made the firm a model for the modern practice of law. Today, S&C is a leader in each of its core practice areas and geographic markets. The firm advises a diverse range of clients on major domestic and cross-border M&A and corporate finance transactions, high-stakes litigation and corporate investigations and complex regulatory, tax and estate planning matters. S&C comprises approximately 875 lawyers who conduct a seamless, global practice through a network of 13 offices located in key financial centres in Asia, Australia, Europe and the United States.
Established in 1977, Sullivan & Cromwell’s Washington, D.C., office offers clients our hallmark multi-disciplinary approach enhanced by an insider’s knowledge of the federal government.
Our litigators are experienced in government investigations, appellate practice, antitrust, labor law and complex commercial litigation. On the corporate side, we regularly advise on matters involving financial services, corporate finance, cybersecurity and international investment, trade and sanctions.
Many of our attorneys have held high-ranking government positions, including at the Department of Justice, the Federal Reserve, the Federal Deposit Insurance Corporation, the Commodity Futures Trading Commission, the White House and the Internal Revenue Service.
Co-Chairs:Â Robert J. Giuffra Jr. and Scott D. Miller
Senior Chairs:Â H. Rodgin Cohen and Joseph C. Shenker
Number of partners worldwide:Â 170 +
Total number of lawyers worldwide:Â Approximately 875
International Offices:Â Beijing, Brussels, Frankfurt, Hong Kong, London, Melbourne, Paris, Sydney, Tokyo
Main Areas of Expertise:
Antitrust & EU Competition:
Sullivan & Cromwell represents clients across a broad array of industries and in multiple jurisdictions in merger clearances, criminal antitrust investigations and civil litigation. The firm provides clients a coordinated approach for securing clearances in the US, the EU and elsewhere, handling merger clearances for some of the largest and most complex M&A transactions in the world. S&C also represents clients in EU Commission and certain EU member state antitrust investigations and EU state aid investigations and litigation before the EU courts. As a leader in representing financial institutions, S&C continues to represent a number of global financial institutions in antitrust and related matters. The firm’s practice also extends to successful efforts in court and before enforcement agencies on competition law-based challenges to the assertion of intellectual property.
Capital Markets:
S&C leads global rankings in both volume and value of offerings and on its ability to structure novel and effective transactions in the representation of issuers, underwriters, selling and controlling shareholders, and other market participants around the world.
Corporate Governance:
Corporate governance represents an increasingly complex and critical area of focus for public companies. S&C’s corporate governance practice is thoroughly multidisciplinary, drawing from across the firm’s preeminent practice areas. No law firm has a more thorough understanding of evolving corporate governance requirements and practices. The firm’s advice is tailored for the specific company, taking into account its unique circumstances based on a deep knowledge of current market practices.
Estates & Personal:
S&C provides comprehensive and customised service to individuals, families, trustees and charitable institutions on a range of sensitive business and personal affairs. The practice includes all aspects of non-US and US transactional matters, and cross-border trusts and estates litigation.
Executive Compensation/ERISA:Â
S&C’s premier executive compensation and benefits practice advises on a full range of corporate, securities, tax and employment law matters. The firm’s lawyers represent many of the largest global companies on employment arrangements, corporate governance, succession matters and incentive compensation plan design, as well as senior executives in negotiations, and play a key role in the firm’s financial services, securities and M&A practices.
Financial Services:
S&C remains the leading global law firm on transactional, regulatory, enforcement and other matters affecting financial institutions. The firm’s expertise extends to clients in the banking; broker-dealer; commodities; futures and derivatives; insurance; and investment management sectors. The firm has worked with its clients on achieving their strategic business objectives despite the challenges of an unpredictable and difficult global economic climate. In an increasingly complex regulatory environment, S&C has been at the forefront of educating clients on legislative and regulatory developments.
Healthcare & Life Sciences:
S&C has played a leading role in the consolidation of the healthcare industry, advising on many of the largest pharmaceutical M&A deals to date. The firm represents global companies in healthcare and life sciences, including those involved in research, pharmaceuticals and emerging technology, as well as insurance and managed care providers. The firm also represents smaller biotechnology concerns in strategic acquisitions and capital-raising efforts, and advises clients on new legislation and regulatory developments.
Intellectual Property & Technology:Â
S&C assists clients globally with the full spectrum of intellectual property and technology issues, including in significant M&A transactions, complex patent and other IP disputes, as well as in licensing matters.
Investment Management:
S&C combines a traditional investment management and an alternative investment management practice to provide expertise in transactional, structuring, trading, advisory and regulatory matters. The group is at the forefront of assisting clients in the new challenges and opportunities resulting from Dodd-Frank and the changing landscape of the industry.
Litigation:Â
S&C’s litigators take a global, multidisciplinary approach to every aspect of litigation and regulatory matters, with a practice strengthened by S&C’s deep experience and leadership position as a corporate, financial and transactional firm. S&C’s team of litigators is distinguished by this diversity of experience, its exceptional professional judgment and a proven track record of innovation. It includes some of the most experienced US trial and regulatory lawyers. Its approach to litigation matters has made S&C the go-to firm for cross-border litigation, with its litigators holding leading roles in some of the most significant cross-border actions.
Mergers & Acquisitions:Â
S&C mobilises teams of lawyers worldwide for clients on their largest and most important domestic and cross-border M&A transactions. Guided by clients’ commercial objectives and S&C’s deep experience, the firm seeks to provide the best possible advice to achieve these objectives. A perennial leader in M&A, S&C ranks first by value among law firms over the last 20 years, having acted in over $9 trillion in announced transactions worldwide.
Private Equity:Â
S&C’s private equity practice is distinguished by its exceptional depth, its hallmark multidisciplinary approach, and its broad geographic reach. The practice draws upon the integrated resources and efforts of S&C offices around the world, taking advantage of the firm’s preeminent global capabilities to advise private equity firms, family offices, sovereign wealth funds and other investors of private capital on their most important and complex acquisi tions, strategic investments and exits, across a broad range of industries.
Project Development & Finance; Infrastructure:
S&C is a leader in project and infrastructure development and finance. The firm has advised on many of the most transformative and complex projects and financings in both developed and emerging markets involving oil and gas, mining, other natural resources, and infrastructure. The group also advises clients in joint venture arrangements, M&A, restructurings and public-private partnerships in these critically important sectors.
Real Estate:
S&C’s real estate group combines public/private market expertise and innovative deal-making skills to assist clients in purchasing, selling, developing and financing real estate companies and assets worldwide, and represents clients in restructuring real estate and other assets to facilitate generational transition and/or resolve disputes. The practice includes bankruptcy and creditors’ rights, financial institutions, M&A, private equity, securities, structured finance and professional sports-related transactions.
Restructuring & Bankruptcy:
S&C’s restructuring and bankruptcy litigation lawyers have significant experience working on a diverse mix of international and domestic distressed opportunities. The firm represents debtors, creditors, financial institutions, agents and trustees, directors, owners and purchasers. S&C is unique in its ability to handle all elements of a corporate restructuring—whether or not an insolvency proceeding is used as a tool. The firm is equally comfortable with bankruptcy and non-bankruptcy execution paths. The group has prosecuted and defended very large contested claims, challenged and defended plans of reorganisation and bankruptcy settlements, defended major avoidance actions, protected acquirors from challenges to bankruptcy purchases and resolved a wide variety of other disputes.
Tax:
S&C’s tax group has a global reputation for innovative tax planning, the successful resolution of tax controversies, as well as providing pivotal tax advice on corporate transactions. S&C plays a significant role in structuring new, tax-advantaged financial instruments and complex M&A transactions and represents prominent industrial and commercial enterprises in US, French, UK and cross-border tax matters.
Key Contacts
Partner
Amanda Flug Davidoff
davidoffa@sullcrom.com
+1 202 956 7500
Firm Rankings
Competition/Antitrust
Band 2
8.0
Tax
Band 3
6.0
Leading Lawyers
Articles
On April 25, 2024, the U.S. Environmental Protection Agency released final regulations aimed at reducing pollution from fossil fuel-fired power plants, which may have important implications for existing and future carbon capture/sequestration and storage projects in the U.S. A number of ambitious policies focused on such projects have also been proposed in Europe. On April […]
Findings Highlight Differences in Participating Banks’ Approaches and Significant Data and Modeling Challenges SUMMARY On May 9, 2024, the Board of Governors of the Federal Reserve System released a report summarizing the findings of its exploratory Pilot Climate Scenario Analysis Exercise. The Federal Reserve conducted the pilot exercise in 2023 with the six largest U.S. […]
And Enhances Regulatory and Enforcement Focus on National Security Priorities Statute Doubles the Statute of Limitations for Sanctions Violations, Expands the Scope of Sanctions Programs, and Focuses on China’s Technology Procurement, Iranian Petroleum Trafficking, and Fentanyl Production SUMMARY On April 24, President Biden signed into law H.R. 815, a sweeping national security legislative package that—in […]
Key Takeaways 1. Take action now. The first step in managing a crisis should occur before a crisis hits. Ensure the right control systems are in place; identify constituents (your shareholders, employees, customers, regulators) who will need to be informed; define your crisis team and make sure they know your organization. 2. Remember your “North […]
for Public Companies Pending Judicial Review On April 4, 2024, the Securities and Exchange Commission (“SECâ€) issued an order (the “Stay Orderâ€) staying its climate-related disclosure rules for public companies (the “Final Rulesâ€) “pending the completion of judicial review†of the petitions challenging the Final Rules filed in six different circuit courts,1 which have been […]
Florida and Tennessee Have ratified Fair Access Statutes; Eight Other States Are Considering Similar Laws SUMMARY An increasing number of states have enacted or are considering enacting legislation requiring financial institutions to provide customers “fair access†to financial services. These fair access requirements, first appearing in Florida’s House Bill 3 (2023) (“FL HB 3â€), generally […]
FDIC Proposes Revised Statement of Policy on Bank Mergers Proposal Would Update Long-Standing Statement of Policy to Reflect Subsequent Legislative Developments and to Address “Continued Growth and Consolidation†in the Banking Industry SUMMARY Today, the Federal Deposit Insurance Corporation (the “FDICâ€) issued a request for comment (the “RFC†available here) on proposed revisions to its […]
Federal Government Expected to Appeal Decision and Seek a Stay in the Interim On March 1, 2024, the U.S. District Court for the Northern District of Alabama held that the Corporate Transparency Act (“CTAâ€)—which requires most reporting companies to file a beneficial ownership information report (“BOIRâ€) with the Financial Crimes Enforcement Network (“FinCENâ€)—is unconstitutional as […]
The United States Patent and Trademark Office (“USPTOâ€) published new Guidance, effective February 13, 2024, on issues arising from the use of artificial intelligence (“AIâ€) to develop inventions. The Guidance provides clarity for USPTO stakeholders and personnel, including the Central Reexamination Unit and the Patent Trial and Appeal Board (“PTABâ€), on how to analyze these […]
Recently, the Delaware Court of Chancery held in Icahn v. Illumina that a director was not permitted to share confidential and privileged information he received in connection with his board service with the activist stockholders that nominated him for election. The case involved a derivative lawsuit brought against Illumina by funds controlled by activist investor […]
Senior M&A Partner Frank Aquila and Global Head of M&A Melissa Sawyer co-authored the article “Anatomy of a Fall: M&A In 2023 and What to Expect in 2024†for the January 2024 edition of The M&A Lawyer. Frank and Melissa explore the challenging conditions M&A faced throughout 2023, including regulatory pressures and global tensions, along with […]
In this episode of S&C’s Critical Insights, Michelle Chen, a partner in S&C’s Financial Services Group, and June Hu, special counsel in the Firm’s General Practice Group, provide key takeaways for financial institutions as they navigate environmental, social and governance considerations in 2024. Michelle and June review key ESG developments in 2023, noting a trend of […]
Court of Chancery Holds Controlling Stockholders May Owe Fiduciary Duties When Voting to Change Status Quo or Selling Their Shares On January 24, 2024, the Delaware Court of Chancery held in re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation that when a controller affirmatively sells stock or exercises its voting power to alter a […]
Acting Comptroller of the Currency Announces Proposed Rulemaking Regarding Bank Mergers Proposed Rule to Eliminate the Availability of Automatic Expedited Approvals and Streamlined Applications for Bank Mergers On January 29, 2024, Acting Comptroller of the Currency Michael Hsu spoke at the University of Michigan Stephen M. Ross School of Business on “What Should the U.S. […]
The US Inflation Reduction Act of 2022 (the “IRAâ€) established a credit Section 45X of the Internal Revenue Code for the US production and sale of eligible components of clean energy technologies, which include qualifying solar energy components (such as solar modules and photovoltaic cells), wind energy components (such as blades, nacelles, towers, offshore wind […]
In this episode of S&C’s Critical Insights, Marc Treviño and Melissa Sawyer, Co-Heads of S&C’s Corporate Governance Practice, discuss corporate governance developments and what to expect in 2024. Marc and Melissa explore the ongoing trend of increased shareholder proposals focused on environmental, social and political topics and touch on ESG as it relates to the broader […]
Proposal Would Subject at Least 17 “Larger†Providers of General-Use Digital Consumer Payment Applications to CFPB Supervision On November 7, the Consumer Financial Protection Bureau released a proposed rule that would expand the CFPB’s supervisory and examination authority to cover, for the first time, “larger†providers of general-use digital consumer payment applications. Under the proposal, […]
In a November 15 opinion in YA Global Investments LP v. Commissioner, the Tax Court ruled that a Cayman Islands hedge fund was engaged in a U.S. trade or business through an agency relationship with its US-based manager, and that its operations were not covered by the investment exception or the securities trading safe harbor as the fund […]
SB 253, SB 261 and AB 1305 Require Public and Private Companies Doing Business in California to Disclose Greenhouse Gas Emissions (Including Scope 3), Climate Risks and Use of Voluntary Carbon Offsets On October 7, 2023, California Governor Gavin Newsom signed into law the Climate Corporate Data Accountability Act (SB 253), the Climate-Related Financial Risk […]
New Safe Harbor Policy for Voluntary Self-Disclosures Made in Connection With Mergers and Acquisitions Deputy Attorney General Lisa Monaco Announces Additional Incentives for Acquiring Companies to Voluntarily Disclose and Remediate Misconduct Identified at Acquired Companies On October 4, 2023, the U.S. Department of Justice announced a new “Safe Harbor Policy†providing that acquiring companies can […]
SUMMARY On September 29, 2023, the Securities and Exchange Commission (the “SECâ€) proposed a rule and certain form amendments (the “Proposalâ€) to provide a tailored disclosure form for offerings of registered index linked annuities (“RILAsâ€).1 The SEC issued this Proposal to implement the requirements of Division AA, Title I of the Consolidated Appropriations Act, 2023 […]
SB 253, SB 261 and AB 1305 Require Public and Private Companies Doing Business in California to Disclose Greenhouse Gas Emissions (Including Scope 3), Climate Risks and Use of Voluntary Carbon Offsets On October 7, 2023, California Governor Gavin Newsom signed into law the Climate Corporate Data Accountability Act (SB 253), the Climate-Related Financial Risk […]
Here we highlight key recent developments in environmental, social and governance matters of relevance to public and private companies globally. For more information on this evolving business and legal landscape, we encourage you to reach out to our ESG practice website. Key Developments ISSB’s IFRS S1 and IFRS S2 standards continue to gain momentum. In […]
On September 6, 2023, New York Governor Kathy Hochul signed a bill into law that amends the criminal larceny law to include wage theft. The amendment goes into effect immediately. This legislative action follows a February 16, 2023 announcement by the Manhattan District Attorney Office that it had partnered with the New York State Department […]
Policy Statement Sets Out a List of Examples of Practices the FTC Will Scrutinize to Determine Whether Companies Using Biometric Information Comply with Section 5 of the FTC Act SUMMARY On May 18, 2023, the Federal Trade Commission (the “FTCâ€), by a 3-to-0 vote, published a policy statement (the “Policy Statementâ€) on biometric information and […]
Connor Schillerstrom from our Sydney office, John Anselmi from our Melbourne office and Sam Saunders from our New York office discuss how Australia and the United States are working together to address climate change. Connor, John and Sam provide insight on how Australia might benefit from the Australia-United States Climate, Critical Minerals and Clean Energy […]
Proposed Rule Represents Continued Trend Toward Increasing Prudential Requirements for Non-GSIB Banking Organizations with $100 Billion or More in Total Assets On August 29, 2023, the Federal Reserve, the FDIC, and the OCC (the “Agenciesâ€) issued a proposed rule that would require certain depository institution holding companies, certain U.S. intermediate holding companies (“IHCsâ€) of foreign […]
SUMMARY On July 31, 2023, the IRS issued Revenue Ruling 2023-14 (the “Rulingâ€), addressing the tax treatment of cryptocurrency received as rewards for validating blockchain transactions on a proof-of-stake consensus mechanism (such activity, “stakingâ€, and such rewards, “validation rewardsâ€). The Ruling holds that the validation rewards are includible as gross income when the taxpayer can […]
Key Developments Delaware court finds corporate speech on public policy issues within business judgment. The Delaware Court of Chancery has held in Simeone v. The Walt Disney Company that a stockholder’s disagreement with a corporation’s decision to speak on public policy did not constitute a “proper purpose†for making a books and records demand under Delaware law. This decision […]
Amendments Would Require Daily Computation of Customer and Broker-Dealer Reserve Requirements On July 12, 2023, the Securities and Exchange Commission proposed to amend Exchange Act Rule 15c3-3 to require certain larger carrying broker-dealers to perform reserve account computations on a daily basis. Specifically, the amendments would require a carrying broker-dealer that reports total credits in […]
The Fiscal Responsibility Act of 2023 Streamlines Environmental Review Under the National Environmental Policy Act and Provides for Accelerated Permitting of Energy Storage Projects SUMMARY On June 3, 2023, President Biden signed the Fiscal Responsibility Act (“FRAâ€) into law. The FRA suspends the $31.4 trillion debt ceiling until January 1, 2025, and provides, inter alia, […]
Proposed Changes Would Add Significant Cost and Threaten to Delay All Transactions Requiring Premerger Filings Under the HSR Act On June 27, the FTC proposed the first major changes to the HSR Form and Instructions since 1978. The proposed changes would add significant cost and threaten to delay all transactions requiring premerger filings under the […]
An Arbitral Award Creditor May Be Entitled to RICO’s Treble Damages Where an Award Debtor Attempts to Evade Enforcement of an Arbitral Award On June 22, the Supreme Court affirmed a Ninth Circuit ruling that a non-U.S. arbitral award creditor had adequately pled “domestic injury†in a civil RICO lawsuit. After an arbitral award debtor […]
This memorandum highlights key recent developments in environmental, social and governance matters of relevance to companies globally. Key Developments The Biden Administration continues to move forward with clean energy-related legislation and international initiatives. In June, the U.S. enacted revised procedures for environmental reviews aimed at streamlining the permitting process for major energy projects, entered into […]
A Leg to Stand on — Key Takeaways for Bondholders Seeking Direct Action Following the Cayman Grand Court Decision in Shinsun Holdings SUMMARY In the recent decision of Re Shinsun Holdings (Group) Co., Ltd. FSD 192 of 2022 (DDJ) (21 April 2023) (unreported), the ultimate beneficial owner of bonds held through Euroclear failed to evidence […]
In recent months, Florida and several other states enacted or proposed “anti-ESG†laws or policies, including those that are intended to restrict state funds from considering ESG factors in their investment decisions and/or to deter companies from “boycotting†on the basis of ESG factors. On the other hand, states such as California and New York […]
On April 26, 2023, the Federal Deposit Insurance Corporation (the “FDICâ€) and the Office of the Comptroller of the Currency (the “OCCâ€) simultaneously issued new guidance to banks concerning Authorize Positive, Settle Negative (“APSNâ€) transactions and related overdraft and other fees. Many banks historically have assessed APSN overdraft fees when a transaction was authorized against […]
On May 2, Florida enacted a wide-ranging “anti-ESG†law, which will become effective on July 1. Among other requirements, the law requires that all investment decisions regarding Florida state money be based “solely on pecuniary factorsâ€, and prohibits state and local governments from issuing ESG bonds or considering ESG in their procurement and contracting process. In […]
Revisions Focus on Banks That Exhibit “Persistent Weaknesses†and Further Remarks Addressing the “Too Big to Manage†Problem On May 25, the OCC issued a revised version of its policies and procedures regarding bank enforcement actions. The revisions, which are found in a new Appendix C, address the OCC’s consideration of supervisory and enforcement actions […]
On March 31, 2023, the Organisation for Economic Co-operation and Development (the “OECDâ€) announced that a landmark modernisation package reforming the Arrangement on Officially Supported Export Credits (the “Arrangementâ€) had been agreed in principle by the participating countries. The Arrangement is self-described as a “gentlemen’s agreement†among its participants – Australia, Canada, the European Union, […]
ISSB announces transitional relief for Scope 3 and sustainability-related disclosures and prepares to consult on future projects, including amendments to SASB Standards. The International Sustainability Standards Board (ISSB), which is finalizing standards for disclosure of climate- and sustainability-related financial information, announced that companies will have one-year transitional relief from Scope 3 and non-climate sustainability-related disclosure […]
Spring 2023 Update on the NAIC Initiative Applicable (but Not Exclusive) to Private Equity Ownership of Insurers and Insurer Investment Practices In August 2022, the National Association of Insurance Commissioners (NAIC) adopted a list of 13 regulatory considerations, constituting its action plan for addressing state insurance regulators’ concerns related to the increasing number of U.S. […]
Borrowers and lenders entering into loan transactions that are marketed or intended to qualify as ESG loan transactions from March 9 onwards will likely be expected to align with recent updates to the Green Loan Principles, Social Loan Principles and Sustainability-Linked Loan Principles (collectively, the “2023 Principlesâ€) developed by the Loan Market Association (“LMAâ€), Loan […]
David Rein and Eric Andrews Author Article on Civil Litigation Risks for Non-U.S. Companies Listed in the United States for Financier Worldwide David Rein, Deputy Managing Partner of S&C’s Litigation Group, and Eric Andrews, a litigation associate, authored an article for Financier Worldwide, “Key Litigation Risks and Mitigation Strategies for non-US Companies Listed in the US.†The […]
Introduction of New Due Diligence Obligations on ESG Matters That May Affect German Companies and International Organizations Based on Their Business Activities in Germany SUMMARY On January 1, 2023, the German Act on Corporate Due Diligence Obligations in Supply Chains (Lieferkettensorgfaltspflichtengesetz – the “Actâ€) came into effect. The Act requires certain German companies and foreign […]
Review of Significant ESG Developments and Additional Considerations for 2023 As U.S. financial institutions assess their ESG risks, opportunities, policies and procedures for 2023, key considerations include the numerous significant ESG developments in 2022—in particular, recent proposals and initiatives announced by financial regulators with respect to climate-related risk management and disclosures—and overarching regulatory, political, investor […]
Corporate Sustainability Reporting Directive Will Apply to Public and Private Companies, Including Many Non-EU Companies SUMMARY The European Union has finalized the Corporate Sustainability Reporting Directive (“CSRDâ€) that will introduce more detailed sustainability reporting requirements for EU companies, non-EU companies meeting certain thresholds for net turnover in the EU and companies with securities listed on […]
Senior M&A Partner Frank Aquila spoke to Reuters about the outlook for M&A activity in 2023 given the market turndown in 2022. Frank said he expected an uptick in cross-border M&A activity. “It is likely that we are going to see significant M&A activity in the U.S. in 2023; not only U.S. companies making acquisitions, but also […]
The SEC’s Proposed Rules Would Result in the Most Fundamental Changes to Securities Trading and Market Structure Regulation Since Regulation NMS In 2005. On December 14, the SEC voted to propose new rules and rule amendments relating to four aspects of U.S. equity market structure: (1) a new proposed rule under Reg NMS regarding order […]
Press Releases
         Mike Ringler               Peter Jones Email                     Email Sullivan & Cromwell announced today that Mike […]
Goldman Sachs and Barclays prevailed before the U.S. Court of Appeal for the Second Circuit in antitrust litigation over U.S. Treasury auctions. On February 1, the court affirmed the dismissal of a putative class action alleging that Barclays, Goldman Sachs and other primary dealers in the U.S. Treasury market violated Section 1 of the Sherman […]
Seagen completed its $43 billion acquisition by Pfizer on December 14, after securing clearances from the Federal Trade Commission, the European Commission and other regulators. The $43 billion deal, announced in March, represents the largest-ever all-cash acquisition in the biopharmaceutical industry and will enable the combined company to accelerate the next generation of cancer breakthroughs. S&C advised […]
Sullivan & Cromwell continues to lead all law firm advisers in announced and completed global deals in 2023, according to Bloomberg and LSEG. The Firm advised on global announced deals totaling more than $345 billion, representing a 12.1 percent market share, per Bloomberg, and on completed global deals totaling more than $431 billion, representing a 16.9 percent market share, per LSEG. S&C ranked […]
The American Lawyer and New York Law Journal have recognized S&C as “Litigation Department of the Year†for Finance. S&C has long led the field in financial services litigation and investigations and we remain the essential firm for today’s complex financial services disputes. “Our results are the product of a deep and diverse bench that is a key […]
Sullivan & Cromwell recently advised UBS Group (UBS) on its $3.5 billion offering of two tranches of Tier 1 Capital Notes structured to qualify as additional tier 1 (AT1) capital for Swiss bank regulatory purposes. As with all AT1 securities, the notes are perpetual and interest payments are fully discretionary. The terms of the notes initially provide for […]
After 13 years of litigation, Goldman Sachs has definitively brought to a close an attempted securities-fraud class action lawsuit concerning its ABACUS collateralized debt obligation that garnered international news headlines. On November 17, Judge Paul Crotty of the U.S. District Court for the Southern District of New York entered the voluntary dismissal with prejudice of […]
After securing clearance in seven jurisdictions, including successfully defending against a Federal Trade Commission challenge, Amgen closed its $27.8 billion acquisition of Horizon Therapeutics on October 6, completing the largest acquisition in its history. S&C advised Amgen on U.S. antitrust and non-U.S. competition matters and coordinated the global regulatory processes, which included filings and notifications in seven […]
The award, established in 2021, honors the memory and legacy of the late S&C partner Alexandra D. Korry. A passionate leader, a dedicated mentor and one of the first women partners in S&C’s M&A group, Alexandra was a trailblazer throughout her legal career. To honor that legacy, the Alexandra D. Korry Award recognizes an individual, nominated by […]
Barclays Capital Inc. obtained the dismissal of two complaints alleging Commodity Exchange Act (CEA) violations stemming from Barclays’ role as a market maker in S&P 500 (SPX) options contracts traded on the Chicago Board Options Exchange (Cboe). Plaintiffs alleged that Barclays and seven other market makers violated the CEA through purported manipulation of Cboe’s Volatility Index (VIX) […]
On August 27, XPeng Inc., a leading smart electric vehicle company in China, entered into a share purchase agreement and a strategic cooperation agreement with DiDi Global Inc., a leading technology platform for shared mobility in China and international markets. Upon the initial closing of the share purchase agreement, XPeng will acquire the assets and […]
In an important case for the trillion-dollar syndicated loan industry, JPMorgan Chase Bank prevailed in its argument that interests in a $1.775 billion loan that was syndicated to sophisticated institutional lenders were not securities under the federal securities laws. In a unanimous ruling issued August 24, the U.S. Court of Appeals for the Second Circuit […]
When Ocado Group faced an existential IP litigation threat from rival AutoStore that could have crippled the tech innovator’s leading-edge online grocery business, the U.K.-based company turned to Sullivan & Cromwell. Once again, we showed why we are often the counsel of choice for the most significant matters in IP litigation and transactions. Norway’s AutoStore […]
In a deal that will significantly expand Subway’s global presence, S&C is advising the quick-service restaurant brand in its agreement to be acquired by affiliates of private equity firm Roark Capital, which specializes in restaurant and franchise business models. Subway recently announced its tenth consecutive quarter of positive sales and the pending acquisition will see […]
In a deal that will create a global leader in terrestrial and non-terrestrial wireless connectivity, S&C is advising DISH Network in its all-stock merger agreement with EchoStar Corporation. The combined company will leverage DISH’s satellite technology, streaming services and nationwide 5G network capabilities—which cover more than 70 percent of the United States—alongside EchoStar’s satellite communications […]
German space and technology company OHB SE signed, amongst others, contractual arrangements with leading global investment firm KKR and the Fuchs Family Foundation as the major shareholder of OHB. Under these agreements, KKR intends to launch a voluntary public takeover offer for all outstanding shares of OHB at a price of €44 per share. KKR […]
The Bank of Nova Scotia (BNS) prevailed in its motion for judgment on the pleadings seeking to dismiss a proposed class action brought by investors who accused BNS and other banks of conspiring to fix silver prices. On May 22, U.S. District Judge Valerie E. Caproni of the Southern District of New York dismissed the […]
Sullivan & Cromwell announced today that Dalia Blass, former Director of the U.S. Securities and Exchange Commission’s Division of Investment Management and more recently Global Head of External Affairs at BlackRock, will be joining the firm as partner, enhancing our investment management regulatory, compliance and enforcement capabilities. As the former top regulator for asset management, […]
Payment processing company Stripe raised $6.5 billion in its Series I preferred stock private placement, which valued the company at over $50 billion and marked one of the largest private stock sales in U.S. history. Primary investors include existing Stripe shareholders—Andreessen Horowitz, Baillie Gifford, Founders Fund, General Catalyst, MSD Partners and Thrive Capital—as well as […]
In Japan’s largest IPO since 2018, Rakuten Bank completed its 89.5 billion JPY (US$666.7 million) initial public offering. The transaction, which values the Japanese digital bank at 238.0 billion JPY (US$1.7 billion), consisted of a registered global public offering in Japan and an international offering outside Japan in reliance on Rule 144A and Regulation S. […]
On April 3, the Delaware Court of Chancery held as a matter of law that Merck & Co., Inc. cannot shift to Bayer AG liability for consumer talc product claims related to certain foot powder products, including Dr. Scholl’s, and dismissed Merck’s contrary claims with prejudice. The April 3 ruling rests on the legally correct interpretation […]
Credit Suisse completed the initial closing of its sale of a significant portion of its Securitized Products Group and other related financing businesses to affiliates of Apollo Global Management on February 8. The divested business and assets are now operated as a new standalone credit firm, Atlas SP Partners, which is focused on asset-backed financing […]
J.P. Morgan has agreed to acquire Aumni, a leading investment analytics company that serves clients in the venture capital industry that have invested in more than 17,000 portfolio companies. The acquisition by J.P. Morgan complements its recent launch of Capital Connect and its acquisition of Global Shares, and will provide Aumni with the resources to […]
Rita O’Neill, a partner in S&C’s M&A Group and Co-Head of the Firm’s Global Private Equity Group, discussed some of the challenges in the M&A market, including financing and regulatory scrutiny as well as diversity, during the “Leading Women Dealmakers†panel presented by Expert Webcast. The discussion was featured in a Law360 article, “Female M&A Panel Says […]
BP West Coast Products obtained the dismissal of two coordinated antitrust class actions seeking billions of dollars in damages based on alleged price fixing in the California gasoline market. Following the district court’s dismissal of the actions in September 2022, the Plaintiffs appealed the decision to the U.S. Court of Appeals for the Ninth Circuit. […]
On January 23, OpenAI announced the third phase of its long-term partnership with Microsoft through a multi-year, multibillion-dollar investment by Microsoft to accelerate AI breakthroughs to ensure these benefits are broadly shared with the world. This agreement follows Microsoft’s previous investments in OpenAI and extends their ongoing collaboration across AI supercomputing and research and enables […]
HONG KONG – Sullivan & Cromwell LLP announced today that Partner Chris Beatty has relocated to the Asia-Pacific market to bolster the firm’s finance, special situations and private credit practice in the region. Sullivan & Cromwell has maintained its practice in Asia-Pacific for nearly a century, providing U.S., Hong Kong and English law advice to international clients […]