Sullivan & Cromwell

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Sullivan & Cromwell LLP
Sullivan & Cromwell
Headquarters 125 Broad Street
New York, NY 10004
United States
No. of offices 12 total, 8 international
No. of attorneys 792 (2015)[1]
Major practice areas General practice
Key people Joseph Shenker, chairman and senior partner
H. Rodgin Cohen, senior chairman
Revenue Increase $1.13 billion (2015)[1]
Date founded 1879
Founder Algernon Sydney Sullivan and William Nelson Cromwell
Company type Limited liability partnership
Website sullcrom.com

Sullivan & Cromwell LLP is an international law firm headquartered in New York City. It has gained renown for its business and commercial law practices and its impact on international affairs.[2][3]

History[edit]

Founded in 1879 by Algernon Sydney Sullivan and William Nelson Cromwell, Sullivan & Cromwell has served many of the world’s foremost industrial, commercial and financial enterprises.

Sullivan & Cromwell’s relationships with leading companies go back to its earliest days. The firm advised John Pierpont Morgan during the creation of Edison General Electric (1882) and later guided key players in the formation of U.S. Steel (1901).[4] The firm was an innovator in corporate organization; Cromwell developed the concept of a holding company, persuading New Jersey to include it in state law and enabling companies incorporating there to avoid antitrust laws.[5]

The firm also worked with less-successful businesses during the volatile decades before the establishment of modern federal bankruptcy laws; it pioneered efforts to reorganize insolvent companies through what became known as the “Cromwell plan.”[5] Cromwell himself was called “the physician of Wall Street” for his ability to rescue failing companies.[6][7]

The post-World War I era saw an expanded need for financing, both for the decade’s rapidly growing corporations and for governments that had borrowed heavily during the war. Sullivan & Cromwell designed many of the equity and debt agreements used during this period, including 94 loan agreements to European borrowers alone during one seven-year period.[7]

The firm’s business expanded substantially during the 1930s, when it began to represent companies facing increased regulation and became for a time the world’s biggest law firm,[7] during the Great Depression and its aftermath, the firm litigated in the newly emerging fields of shareholder derivatives, antitrust actions, federal income tax law and registration under the Securities Act of 1933. The firm developed the first major registration statement under the Securities Act of 1933[8] and influenced the development of tax law in the mutual fund industry.[9]

Changing political and regulatory trends continued to influence the firm’s business. Federal antitrust measures against utility companies in the 1930s and investment banks in the 1950s generated substantial business, as did increasing use of public offerings; Sullivan & Cromwell performed the legal work for the Ford Motor Company’s $643 million offering in 1956, the biggest ever to that date. Evolving business trends continued to be reflected in the firm’s organization; a banking practice was formed in 1968, and a mergers and acquisition unit was established in 1980, as M&A began to accelerate. By the middle of that decade, the M&A unit generated a third of the firm’s revenue.[7]

International Practice[edit]

Like its focus on business and commercial law, the firm’s international practice dates back to its early years and the development of America’s industrial and transportation infrastructure. Sullivan & Cromwell represented European bankers financing the construction of railroads and other elements of the nation’s infrastructure. This expansion quickly became global in scope: By the turn of the century, William Cromwell represented French interests that owned land in Panama and was involved in the financing of the Panama Canal; the firm represents the Panama Canal Authority to this day.[10]

Sullivan & Cromwell was one of the earliest U.S. firms to open overseas offices,[11] beginning with Paris in 1911, and this further raised the profile of the firm’s international practice. By 1928, offices also were open in Buenos Aires and Berlin, although the latter closed after the rise of the Nazi regime; in 1935, Allen Dulles, then a partner in the firm and later Director of Central Intelligence, visited Germany and returned somewhat disturbed by the direction of the regime. Over the opposition of his brother, John Foster Dulles also a partner, the firms partners voted to close the Berlin office and a subsidiary in Frankfurt. However, later the firm backdated the announcement of the closing of their German offices by one year, to 1934.[12]

The international profile of Sullivan & Cromwell was raised further by the participation in foreign affairs of members of the firm. In addition to Allen Dulles, these included two former chairmen of the firm who held senior foreign policy positions during the Eisenhower administration: Allen Dulles’ brother, John Foster Dulles, who served as U.S. Secretary of State; and Arthur Dean, who represented the United States in negotiations resulting in the Korean Armistice Agreement.[13]

Notable clients and cases[edit]

  • Advised Kraft Foods Group in 2015 during its $55 billion merger with H.J. Heinz Holding Corporation, making the combined Kraft Heinz North America’s third-largest food and beverage company.[14]
  • Represented BP plc in its global $18.7 billion settlement in the 2010 Deepwater Horizon oil spill. The firm continues to represent BP in related securities and class action suits.[15]
  • Advised AT&T in its acquisition of DIRECTV in a $67 billion transaction in 2014.[16][17]
  • Advised a special directors’ committee of Dole Food Company Inc. during the effort by major shareholder David Murdock to take the company private in 2013, together with related follow-on litigation.[18][19]
  • Beginning in 2011, advised Kodak during its Chapter 11 bankruptcy restructuring and subsequent reemergence as a public company.[20] The transaction was named Technology, Media, Telecom Deal of the Year (over $1 billion) by M&A ADVISOR[21] and Turnaround of the Year: Mega Company, by the Turnaround Management Association.[22]
  • Served as national coordinating counsel for German automaker Volkswagen Group in connection with the settlement of multidistrict litigation arising from the company’s emissions violations.[23][24] The settlement built upon Sullivan & Cromwell’s earlier representation of Porsche SE (a majority shareholder in Volkswagen), which set precedents on cross-border securities litigation.[25]
  • Represented Ferrari S.p.A and its principal shareholder in an initial public offering, part of nearly $370 billion worth of equity and debt offerings in which Sullivan & Cromwell represented issuing companies during 2015.[26][27][28]
  • Represented Los Angeles Dodgers co-owner Frank McCourt in the $2.15 billion Chapter 11 bankruptcy sale of the team to Guggenheim Baseball Management.[29]
  • Represented Barclays in investigations regarding manipulation of the London interbank offered rate (LIBOR) and manipulation of the foreign exchange market.[30]
  • Represented a number of leading commercial and investment banks, asset managers and other companies in transactions during and after the financial crisis of 2008, including Bear Stearns, Lehman Brothers, Fannie Mae, American International Group (AIG), Wachovia, National City and Barclays.[31][32]
  • Represented Cory Maples on a pro bono basis in the appeal of his murder conviction. The firm missed a deadline in Maples' death row appeal after the two attorneys handling the case left the firm without notifying the court in Alabama.[33][34] A ruling on a denial petition was sent to Sullivan & Cromwell. However, the mailroom returned the envelopes to the court; in the 2012 Supreme Court case Maples v. Thomas, Justice Ruth Bader Ginsburg wrote: "Abandoned by counsel, Maples was left unrepresented at a critical time for his state post-conviction petition, and he lacked a clue of any need to protect himself pro se. In these circumstances, no just system would lay the default at Maples' death-cell door."[35]

Notable alumni[edit]

Individuals who have worked at Sullivan & Cromwell include:

Offices[edit]

  • New York, United States (1879)
  • Paris, France (1911; re-opened 1962, after wartime closure)
  • London, United Kingdom (1972)
  • Washington, D.C., United States (1977)
  • Melbourne, Australia (1983)
  • Los Angeles, United States (1984)
  • Tokyo, Japan (1987)
  • Hong Kong (1992)
  • Frankfurt, Germany (1995)
  • Beijing, China (1999)
  • Palo Alto, United States (2000)
  • Sydney, Australia (2001)

Rankings and awards[edit]

  • Received 39 total practice rankings in the 2016 edition of Chambers USA: America’s Leading Lawyers for Business, including 28 in the top two bands; also received 105 total lawyer recommendations in the directory, with a total of 70 partners ranking[37]
  • Listed as a top law firm in 11 categories in the 2016 edition of Chambers Europe, including five in the top two bands, with 18 total recommendations in the directory[38]
  • Listed as a top law firm in nine categories in the 2016 edition of Chambers Asia-Pacific, including four rankings in the top two bands; firm attorneys received 11 total recommendations in the directory[39]
  • Ranked highly in several key categories on Thomson’s First Quarter 2016 Global Capital Markets Legal Counsel League Tables, including #1 in the United States in 14 separate categories of equity or debt issuance[40]
  • Ranked highly in several key categories on Bloomberg’s First Quarter 2016 Global Capital Markets Legal Counsel League Tables, including in the top two in 12 separate bond issuance classes[40]
  • Honored by Best Lawyers in America for having 90 attorneys listed on the publication’s 2017 list, with four Sullivan & Cromwell attorneys being named “Lawyer of the Year”[41]
  • Ranked highly in two important categories on Thomson’s 2015 Global Syndicated Loans Legal Counsel League Tables[42]
  • Ranked first or second in nine categories in Bloomberg’s 2015 Capital Markets Legal Counsel League Tables[43]
  • Ranked among the top 10 in three categories on Bloomberg’s 2015 Loans Legal Counsel League Tables, including #2 as legal adviser to borrowers in U.S. Loans[44]
  • Ranked highly in several key categories on Thomson’s 2015 Global Capital Markets Legal Counsel League Tables, including ranking in the top three in 14 categories of capital markets issuance[45]
  • Recognized by The American Lawyer’s Global Legal Awards for its work in M&A, including being named as one of the firms awarded Global M&A Deal of the Year: Grand Prize winner, for its role in AB InBev’s acquisition of SABMiller[46]
  • Named one of America’s Best Corporate Law Firms in the 16th annual “Law in the Boardroom” study conducted by NYSE Governance Services and FTI Consulting, Inc.; ranked third on the 2016 National Law Firm Directors’ Rankings, up from fourth place in 2015[47]
  • Named a Diversity Leader by Profiles in Diversity Journal in its Winter 2016 issue, reflecting the firm’s having aligned diversity initiatives with business goals[48]
  • Cited for the 10th consecutive year by The Dave Thomas Foundation for Adoption as one of the nation’s “Best Adoption-Friendly Workplaces”[49]

Pro bono practice[edit]

During 2015, Sullivan & Cromwell attorneys spent 64,000 hours on pro bono work intended to benefit individuals, charitable organizations and government agencies, especially those serving indigent defendants and nonprofit organizations.[50] The efforts are coordinated through a Pro Bono Practice led by a special counsel,[51] and currently include support for New York State Chief Judge Jonathan Lippman’s Permanent Commission on Access to Justice[52] and a Federal Defenders Second Amendment program.[53]

Sullivan & Cromwell has been recognized for its pro bono activities, receiving a “Pro Bono Leadership Award” from Legal Services NYC in 2016[54] and ranked by Law360 as being among the Top 20 Pro Bono Law Firms in 2015.[55]

Firm Leadership (Senior Partners)[edit]

  • Algernon Sydney Sullivan, 1879-1887
  • William Nelson Cromwell, 1887-1900
  • Alfred Jaretzki, 1900-1915
  • Royall Victor, 1915-1926
  • John Foster Dulles, 1926-1949
  • Arthur H. Dean, 1949-1972
  • William Ward Foshay, 1972-1979
  • John R. Stevenson, 1979-1987
  • John E. Merow, 1987-1994
  • Ricardo Mestres, 1995-2000
  • H. Rodgin Cohen, 2000-2009
  • Joseph C. Shenker, 2009–present

Controversies[edit]

Sullivan & Cromwell's involvement in the 1954 coup d'etat in Guatemala is well documented. At the time the firm represented the United Fruit Company (UFC) which had vast holdings in Guatemala. UFC used its lobbying power through the firm and through other means to convince President Eisenhower and Secretary of State John Foster Dulles, an alumnus of the firm himself, to depose the democratically elected President of Guatemala, Jacobo Arbenz.[56][57]

References[edit]

  1. ^ a b Sullivan & Cromwell LLP Law Firm Profile, The American Lawyer
  2. ^ Stephen Kinzer (2013). The Brothers: John Foster Dulles, Allen Dulles, and Their Secret World War. New York: Times Books. ISBN 0805094970.
  3. ^ McCullough, David (1977). The Path Between the Seas. New York: Simon & Schuster. p. 698. ISBN 978-0-671-22563-6. 
  4. ^ “Giant Steel Trust Launched at Last: Will be Known as the United States Steel Corporation,” The New York Times, February 26, 1901
  5. ^ a b Harnessing the Growth of Corporate Capitalism: Sullivan & Cromwell and its influence on late Nineteenth-century American business,” by Jason Weixelbaum; paper posted December 25, 2010
  6. ^ Sullivan & Cromwell, page "Columbia Law School"
  7. ^ a b c d “Sullivan & Cromwell History,” at FundingUniverse.com
  8. ^ Filing registration with the Securities & Exchange Commission on behalf of the Southern California Edison Company, Ltd., of Los Angeles, Calif., for an issue of refunding mortgage bonds, April 1, 1935; filing accessed via LexisNexis
  9. ^ Review by Marie Morris of A Lawyer’s Life: Deep in the Heart of Taxes, by Edwin S. Cohen. Federal Lawyer, September 1995, page 1
  10. ^ “Development and implementation of a risk model and contingency estimation for the Panama Canal Expansion Program,” prepared by Angie Hanily (ODP), Patricia Alvarado (FMXR) and Ricardo Ungo (FMP), March 2006
  11. ^ Top Law Schools, Sullivan & Cromwell profile
  12. ^ The Secret War: The Office of Strategic Services in World War II, edited by George C. Chalou. Chapter “From Hitler’s Doorstep: Allen Dulles and the Penetration of Germany,” by Neal H. Petersen; National Archives and Records Administration, 1992
  13. ^ “Arthur H. Dean, Envoy to Korea Talks, Dies at 89,” by Albin Krebs, The New York Times, December 1, 1987
  14. ^ “Deals of the Year: Heinz / Kraft,” by Chris Johnson, The American Lawyer, March 28, 2016
  15. ^ “BP Settlement Puts a Value on Clarity,” by Ed Crooks and Christopher Adams, The Financial Times, July 2, 2015
  16. ^ “Advisers behind the Deal for DirecTV,” by Michael J. De La Merced, The New York Times, May 19, 2014
  17. ^ “$48B AT&T DirecTV Merger Gets Federal Go-Ahead,” by Melissa Lipman, Law 360, July 24, 2015
  18. ^ “How Dole’s ex-general counsel cost his boss (and himself) $148 million,” by Alison Frankel, Reuters, August 28, 2015
  19. ^ “M&A MVP: Sullivan & Cromwell's Alison Ressler,” by Benjamin Horney, Law 360, December 2, 2014
  20. ^ “With Kodak Bankruptcy, a First for Sullivan & Cromwell,” by Brian Baxter, The American Lawyer, January 19, 2012
  21. ^ 13th Annual M&A Advisor Awards Finalists
  22. ^ Turnaround of the Year: Mega Company, by the Turnaround Management Association
  23. ^ “For Sullivan & Cromwell and VW, a $14.7B Settlement Counts as a Win,” by Jenna Greene, Corporate Counsel, June 29, 2016
  24. ^ “Behind Volkswagen Settlement, Speed and Compromise,” by Jack Ewing and Hiroko Tabuchi, The New York Times, July 15, 2016
  25. ^ “Porsche Wins Ruling It Can’t Be Sued in U.S. by Investors,” by Chris Dolmetsch and Erik Larson. Bloomberg, August 15, 2014
  26. ^ “Capital Markets Group of the Year: Sullivan & Cromwell,” by Benjamin Horney, Law 360, January 13, 2016
  27. ^ “Seven Firms Set to Guide $1.5B in IPOs Led by Ferrari,” by Tom Zanki, Law 360, October 16, 2015
  28. ^ Award, Transatlantic Finance Dealmaker: Equity Capital Markets for 2015, by The Transatlantic Legal Awards, announced June 7, 2016
  29. ^ “Dealmaker of the Week: Joseph Shenker of Sullivan & Cromwell,” by Tom Huddleston Jr., The American Lawyer, April 1, 2012
  30. ^ “Big Suits,” by Elizabeth Dilts, Elizabeth Hampton, Julie McMahon and Ross Todd, The American Lawyer, August 29, 2012
  31. ^ “The Rescue Squad,” By Alicia DeSantis, Michael J. de la Merced and Andrew Ross Sorkin, The New York Times, October 7, 2008
  32. ^ “Trauma Surgeon of Wall Street,” by Alan Feuer, The New York Times, November 13, 2009
  33. ^ Hill K (2 November 2009). "Sullivan & Cromwell's Life-or-Death Mistake? Leading law firm blows deadline in death penalty case". Abovethelaw.com. Retrieved 23 August 2016.
  34. ^ Liptak A (18 January 2012). "Justices Rule for Inmate After Mailroom Mix-up". The New York Times. Retrieved 23 August 2016.
  35. ^ "Maples v. Thomas". Oyez.org. IIT Chicago-Kent College of Law. Retrieved 23 August 2016.
  36. ^ a b Stephen Kinzer (2013). The Brothers: John Foster Dulles, Allen Dulles, and Their Secret World War. New York: Times Books. ISBN 0805094970. 
  37. ^ Chambers USA 2016 Ranks S&C Top Law Firm For 39 Total Practice Rankings, Sullivan & Cromwell website, June 14, 2016
  38. ^ S&C Ranked as Top Firm in 2016 Edition of Chambers Europe, Sullivan & Cromwell website, June 14, 2016
  39. ^ “S&C Ranked as Top Firm in 2016 Edition of Chambers Asia-Pacific,” Sullivan & Cromwell website, March 15, 2016
  40. ^ a b “S&C Ranks Highly on Thomson and Bloomberg First Quarter 2016 Global Capital Markets Legal Counsel League Tables,” Sullivan & Cromwell website, May 10, 2016
  41. ^ “90 S&C Lawyers Ranked in 2017 Edition of Best Lawyers in America,” Sullivan & Cromwell website, August 16, 2016
  42. ^ “S&C Ranks Highly on Thomson’s 2015 Global Syndicated Loans Legal Counsel League Tables,” Sullivan & Cromwell website, February 17, 2016
  43. ^ “S&C Ranks Highly on Bloomberg’s 2015 Capital Markets Legal Counsel League Tables,” Sullivan & Cromwell website, January 20, 2016
  44. ^ “S&C Ranks Highly on Bloomberg’s 2015 Loans Legal Counsel League Tables,” Sullivan & Cromwell website, January 20, 2016
  45. ^ “S&C Ranks Highly on Thomson’s 2015 Global Capital Markets Legal Counsel League Tables, Sullivan & Cromwell website, February 23, 2016
  46. ^ “S&C Wins Grand Prize for Global M&A at The American Lawyer’s Global Legal Awards,” Sullivan & Cromwell website, September 26, 2016
  47. ^ “S&C Named One of America’s Best Corporate Law Firms in Law in the Boardroom Study,” Sullivan & Cromwell website, May 25, 2016
  48. ^ “S&C Named 2016 Diversity Leader,” Sullivan & Cromwell website, March 14, 2016
  49. ^ “S&C Named Among Best Adoption-Friendly Workplaces,” Sullivan & Cromwell website, September 27, 2016
  50. ^ Sullivan & Cromwell LLP: Pro Bono
  51. ^ Sullivan & Cromwell, Special Counsel, Pro Bono
  52. ^ Sullivan & Cromwell: New York State Chief Judge Jonathan Lippman’s Permanent Commission on Access to Justice
  53. ^ Sullivan & Cromwell: Federal Defenders secondment program
  54. ^ “S&C Receives LSNYC Award,” Sullivan & Cromwell press release, March 31, 2016
  55. ^ “Pro Bono Firm of 2015: Sullivan & Cromwell,” in Law360, September 18, 2015
  56. ^ Stephen., Kinzer, (2005-01-01). Bitter fruit : the story of the American coup in Guatemala. Harvard University, David Rockefeller Center for Latin American Studies. ISBN 9780674019300. OCLC 948387106. 
  57. ^ Immerman, Richard H. (1982). The CIA in Guatemala: The Foreign Policy of Intervention. Austin, Texas: University of Texas Press. ISBN 978-0292710832. 

Further reading[edit]

  • VEP: Sullivan & Cromwell. New York: Vault, Inc. 1998. ISBN 1-58131-095-1. 
  • Lisagor, Nancy; Frank Lipsius (1989). A Law Unto Itself: The Untold Story of the Law Firm Sullivan & Cromwell. New York: Paragon House. ISBN 1-55778-239-3. 

External links[edit]