Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

Leader in Global M&A

Our lawyers bring to every client the same level of professionalism, attention to detail, creativity and commercial sensitivity. We represent major international corporations in their - and the world's - largest and most visible transactions, and we represent smaller corporations whose transactions involve modest dollar amounts but, for them, enormous strategic significance.

Focus on Teamwork and Collaboration

Lawyers from multiple disciplines within the Firm work not only with each other and with our clients, but also with investment bankers, accountants, proxy solicitors and other advisors - and, usually, a similar team from the other party to the transaction. This teamwork with our client and our colleagues, a hallmark of all S&C practices, is particularly important in the efficient execution of M&A transactions.

Approach Rooted in Transactional Realities

Our broad experience permits us to provide the best possible advice across the many issues that can arise in M&A, always guided by our clients' commercial objectives. We are dedicated to meeting not only the needs of buyer and seller, but also to preserving the value of the entity being bought or sold by taking into account the needs and concerns of customers, employees, investors, lenders and other corporate constituents.

Leading M&A Experience

Sullivan & Cromwell consistently ranks at the top of the law firm league tables for M&A transactions as a result of our deep background of experience across industries, geography and transaction types. (See our #1 rankings in global M&A.)

In 2007 - for the fourth consecutive year - S&C ranked first by value among law firms representing principals in announced transactions worldwide (Bloomberg).

• The Firm's record in 2007 included advising one of the principals on six of the 10 largest deals announced worldwide.

S&C retained the top spot in announced deals in 2007, according to data compiled from Bloomberg, Dealogic, Mergermarket and Thomson Financial.

• The Firm ranked #1 overall advising principals, and advising principals and financial advisors combined, in both the global and U.S. markets.
• S&C also ranked as the top U.S. firm in European, Asia-Pacific and Latin American M&A advising principals and financial advisors combined.

Global Practice

S&C, long a leading U.S. M&A advisor, has expanded that capability to our offices in European and Asian financial market capitals. We have staffed these offices with skilled M&A lawyers who are expert in both the global technology of M&A and the laws and practices of their local markets. Some are Americans transferred from our U.S. offices, others are nationals of the countries in which they are based, but all of them share our approach to the M&A practice and deep commitment to quality. In England, France and Germany, for example, our offices include leading local law M&A practitioners who work on both the most important domestic market transactions and cross-border deals. We have an unparalleled global perspective on the M&A market and the issues that are important in virtually every major jurisdiction in the world. This greatly facilitates the delivery of sophisticated advice in cross-border transactions.

Our clients outside the U.S. have long counted on us for assistance on their investments into the U.S. In growing numbers, they are now turning to us for advice in connection with their investments into Europe, China, Latin America and other parts of the world. Among the more notable cross-border and non-U.S. domestic M&A transactions over the past year are:

• BCE (Canada) in its pending US$ 48.5 billion sale to an investor consortium led by Ontario Teachers' Pension Plan (Canada) and Providence Equity Partners (U.S.), the largest takeover in Canada's history and the largest buyout ever
• AXA's (France) US$ 11.3 billion acquisition of Winterthur (Switzerland), the biggest cross-border insurance industry transaction in Europe during 2006 (representing AXA)
• Endesa's (Spain) pending US$ 58.4 billion tender offer by Enel (Italy) and Acciona (Spain) for all the outstanding shares of Endesa
• Goldman Sachs (U.S.), Allianz (Germany) and American Express' (U.S.) acquisitions of newly issued ordinary shares of Industrial and Commercial Bank of China Limited (ICBC) for an aggregate value of approximately US$ 3.8 billion, representing the largest single round of strategic investment ever in the financial sector of the People's Republic of China (representing Goldman Sachs, Allianz and American Express)
• Inco's (Canada) US$ 17.8 billion sale to Companhia Vale do Rio Doce (CVRD) (Brazil), making CVRD, already the world's top iron ore producer, one of the world's largest mining firms (representing Inco), and
• Scottish Power's (U.K.) US$ 22.5 billion acquisition by Iberdrola (Spain), creating Europe's third-largest utility and Spain's largest utility (representing Scottish Power).

Headline U.S. domestic M&A transactions over the past year:

• AT&T's US$ 86 billion acquisition of BellSouth, by far the largest M&A trans-action in 2006 (representing AT&T)
• Bank of New York's US$ 16.5 billion merger with Mellon Financial, creating the largest securities servicing and asset management firm globally (representing The Bank of New York)
• First Data's pending US$ 29 billion leveraged buyout led by Kohlberg Kravis Roberts & Co. (representing the Strategic Review Committee and Board of Directors of First Data) HCA's US$ 33 billion sale to a private investor group, one of the largest lever-aged buyouts in history (representing the HCA management group and the Frist family, the founders of one of HCA's predecessors), and
• TXU's agreement to be acquired by an investor consortium led by Kohlberg Kravis Roberts & Co. and Texas Pacific Group for US$ 45 billion, the largest leveraged buyout in history, the largest-ever U.S. utility acquisition and the largest-ever leveraged financing (representing TXU).

Sophisticated Advice for Significant Transactions

Sophisticated counseling in M&A requires a myriad of skills, informed by deep experience. In addition to technical excellence, a knowledge of relevant laws, regulatory actions and procedures and the ability to coordinate advice across multiple legal and business specialties, sophisticated advice requires anticipation of the reaction of the other party (or parties) to the transaction and an understanding of where that reaction might lead in transaction terms and conditions.

S&C lawyers seek to provide not only a right legal answer, but the best practical solution for issues that arise in connection with transactions. This solution may be grounded in our knowledge of legal requirements. But this solution may also reflect experience in similar situations, understanding of relevant business requirements and a willingness to think creatively about possible solutions. And we like simplicity. Complexity is something with which we all are comfortable when it's necessary. But we know that sometimes the best and most sophisticated answer is a simple answer.

Takeover Litigation

Litigation follows M&A transactions like night follows day. Class action lawsuits are routinely filed in response to the announcement of both friendly and hostile mergers and acquisitions. In hostile transactions, litigation is a basic weapon for both acquiror and target. Other parties frequently litigate in M&A contexts, too. Novel issues frequently join the familiar ones, particular in situations where the evolving rules of corporate governance come into play. The depth of our experience in M&A transactions provides us an equivalent depth of expertise in dealing with all aspects of M&A litigation. This is an essential aspect of the support we provide to our M&A clients.

S&C's Litigation Group plays a critical role in many M&A transactions. Significant matters on which the Group has advised include, among many others, representation of:

• Aventis in connection with its acquisition by Sanofi-Synthélabo, including both EC and U.S. antitrust clearances and providing strategic advice prior to the transaction becoming friendly
• Big Flower Holdings and its independent directors in connection with the acquisition of a majority interest in Big Flower Holdings by Thomas H. Lee and Evercore Capital
• CA in connection with litigation initiated by a shareholder regarding legality under Delaware law of a shareholder-proposed bylaw restricting CA's Board's ability to enact a poison pill strategy. After oral argument, the court dismissed the case.
• Central Pacific Financial Corp. in its unsolicited bid for CB Bancshares, Inc.
• Dime Bancorp in its successful defense against the unsolicited takeover efforts of North Fork Bancorporation
• Endesa SA, a Spanish energy company, in connection with the unsolicited offer made by Gas Natural
• Eridania Beghin-Say in litigation relating to its acquisition of American Maize Products
• First Union Corporation in its successful efforts to ward off Suntrust Corporation's challenge to its merger with Wachovia
• Goldman Sachs in connection with litigation relating to the Oracle takeover of Peoplesoft
• Greater New York Savings Bank in shareholder litigation challenging its merger with Astoria Savings Bank
• H.F. Ahmanson in its bid for Great Western Financial Corp.
• Independent directors of Springs Industries in connection with the acquisition by an investor group of a minority interest in Springs Industries
• Interstate Properties and Steven Roth in the successful defense of a takeover related action alleging that S&C's clients and other investors formed a "group" under Section 13(d) of the Securities Exchange Act to take over plaintiff, a public limited partnership, and that formation of the purported "group" triggered its "poison pill" plan. The court dismissed the action after a bench trial.
• Praxair in litigation relating to its acquisition of CBI
• Renault in its buyout of the minority interest in Mack Trucks Inc.
• SBC Communications in connection with its acquisition of a minority interest in Prodigy Communications
• Telewest, a U.K. cable television company, in its merger with NTL Corp.
• Western Resources in bids for Kansas City Power & Light and ADT Inc.
• WLR Foods in its successful defense against an unsolicited acquisition proposal from Tyson Foods
• Younkers, Inc. in its successful defense against an unsolicited acquisition proposal from Carson Pirie Scott

Recognitions

Sullivan & Cromwell's M&A Group and its lawyers are widely regarded as leaders in the field and consistently recognized in guides to the legal profession, including Chambers and Partners' benchmark guides, the IFLR 100 and The Legal 500 guides. The Firm was chosen as International Financial Law Review's (IFLR) "Americas M&A Law Firm of the Year" for 2006.

Practice Contacts

Joseph B. Frumkin
New York
P +1-212-558-4101
F +1-212-558-3588
frumkinj@sullcrom.com

Richard C. Morrissey
London
P +44-20-7959-8900
F +44-20-7959-8950
morrisseyr@sullcrom.com

Chun Wei
Hong Kong, Beijing
P +852-2826-8688
F +852-2522-2280
weic@sullcrom.com