Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

The lawyers of Sullivan & Cromwell's Executive Compensation and Employee Benefits Group advise companies, boards of directors, management teams and individual executives on the complete range of compensation and benefit arrangements in extraordinary corporate events, such as mergers and acquisitions and initial public offerings, in the context of transition and succession planning and in a regular advisory role. Our advice encompasses corporate governance, securities, disclosure and tax considerations.

The lawyers in our group work closely with other members of the General Practice and Tax Groups when special expertise might be needed. We also collaborate closely with our labor and employment litigators to assist clients with the full spectrum of employment issues that confront today's businesses.

Our expertise is regularly applied to the Firm's mergers and acquisitions activity, including negotiation of post-merger management structure and employment terms, implementation of new plans, and evaluation of future benefit plan liabilities. In many transactions, executive compensation and other "social issues" are the most critical and highly negotiated aspects of a transaction.

Our lawyers also have extensive experience in the design and implementation of tax-qualified employee benefit plans, and in advising on related compliance and fiduciary matters under ERISA and the Internal Revenue Code. Our practice includes both ongoing advice to plan sponsors and advice on plan termination, merger and other transitional issues that arise in the transactional context. We also regularly advise our private equity, real estate and other investment fund clients, and numerous financial institutions, in connection with the structuring of investments and financial products that will be offered to pension and other ERISA plans.

Recent practice highlights/notable engagements:

Company Representations

• AT&T in its US$ 86 billion acquisition of BellSouth - the largest M&A deal of 2006
• TXU in its US$ 45 billion leveraged buyout by a private equity consortium - the largest-ever U.S. utility acquisition
• Wachovia in its US$ 25.5 billion acquisition of Golden West Financial - the largest financial services acquisition in 2006
• The Bank of New York in its US$ 16.5 billion acquisition of Mellon Financial and the US$ 3.1 billion sale of its retail and regional middle market and corporate trust businesses to JPMorgan Chase
• Archipelago Holdings in its US$ 10.5 billion merger with the New York Stock Exchange to form NYSE Group, Inc.
• Regions Financial in its US$ 10.4 billion merger with AmSouth
• Hilton Hotels Corporation in its US$ 26 billion leveraged buyout by the Blackstone Group
• The Compensation Committee of Procter & Gamble Co. in the US$ 57 billion acquisition by Gillette
• The Strategic Review Committee and Independent Directors of the Board of Directors of First Data in the US$ 29 billion acquisition by Kohlberg Kravis Roberts & Co.
• The Board of Directors of Albertson's in the US$ 17.4 billion acquisition by an investor group comprised of SUPERVALU Inc., CVS and a consortium led by Cerberus Capital Management

Management Representations

• The management of HCA and the Frist family in the US$ 31.6 billion acquisition of HCA via leveraged buyout by an investor group led by Thomas Frist Sr. and Thomas Frist Jr., Bain Capital, Kohlberg Kravis Roberts and Merrill Lynch Global Private Equity - at the time of its announcement the largest leveraged buyout in history
• Joseph Neubauer, ARAMARK Corporation's Chairman, CEO and controlling stockholder, as leader of an investor consortium in the US$ 8.8 billion acquisition of the company
• Management of Guitar Center in the US$ 2.1 billion leveraged buyout by Bain Capital

Continuing Compensation and Corporate Governance Representation

• AIG
• AT&T
• CA (formerly Computer Associates)
• Cablevision
• Collective Brands (formerly Payless ShoeSource)
• D. E. Shaw & Co.
• Eastman Kodak
• Goldman Sachs
• Liz Claiborne
• Merrill Lynch
• The New York Stock Exchange
• Regions Financial
• RR Donnelley
• Vornado
• Wachovia

Practice Contacts

Max J. Schwartz
New York
P +1-212-558-4000
F +1-212-558-3588
schwartzma@sullcrom.com