Practice/Industry Group Overview
Sullivan & Cromwell’s Healthcare and Life Sciences Group has negotiated complex transactions and resolved high-stakes disputes for almost three decades. Today, it possesses an unrivaled grasp of these sectors and a practical understanding of the commercial realities underlying them.
The Group’s multidisciplinary, global scope provides the expertise, experience and capacity to deliver best-in-class services to clients of all sizes, from start-ups to investment funds to the largest global healthcare businesses.
The Firm represents international clients in the following sectors:
- pharmaceuticals and life sciences,
- health insurers, and
- healthcare services.
Mergers & Acquisitions
Lawyers in the Group have executed many of the industry’s most critical and challenging U.S. and non-U.S. transactions, including a number of important deals that helped consolidate this broad sector. S&C lawyers led eight of the 10 largest healthcare and life sciences M&A transactions ever.
Capital Markets and Taxation
Access to sophisticated capital markets know-how and cutting-edge tax expertise is essential for the success of S&C’s clientele. The Firm has a long-standing record of success in debt, equity and hybrid offerings for U.S. and non-U.S. clients. The Firm’s tax lawyers are familiar with, and have refined, many of the most current and innovative tax structures, such as inversion transactions and complex tax-driven financings.
Disputes and Investigations
For several decades, S&C has helped clients navigate highly complex government investigations at both the state and federal level. The Firm has also represented clients in some of the most significant securities class actions and shareholder derivative litigations in history.
Recent Sullivan & Cromwell healthcare and life sciences experience includes representations of:
- Alcon (Switzerland) and its independent directors, in its $50.4 billion multistage acquisition by Novartis (Switzerland)—first in Novartis’s purchase of Nestlé’s 77 percent interest in Alcon (2008) and then its subsequent acquisition of the remaining publicly held minority interest in the company. (2010)
- Amgen, in its $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.). (2013)
- Bayer (Germany), in its pending acquisition of Algeta (Norway) for approximately $2.9 billion. (2013)
- Chiron (U.S.), a biotechnology company, in the $6.6 billion acquisition of 58 percent of Chiron shares not already owned by Novartis (Switzerland). (2006)
- CVS Caremark (U.S.), in its pending $2.1 billion acquisition of Coram (U.S.) from Apria Healthcare Group. (2013)
- Eisai (Japan), in its $3.9 billion acquisition of MGI Pharma (U.S.), a biopharmaceutical company specializing in oncology. (2007)
- Eastman Kodak (U.S.), in the $2.55 billion sale of its health segment business to Onex Healthcare Holdings (U.S.). (2007)
- IMS Health (U.S.), in its $5 billion acquisition by investment funds managed by TPG Capital, the Canada Pension Plan Investment Board and Leonard Green & Partners. (2009)
- Medco Health Solutions (U.S.), in its $29.1 billion merger with Express Scripts (U.S.). (2012)
- Medtronic (U.S.), in its $3.7 billion acquisition of MiniMed (U.S.) and Medical Research Group (U.S.), which both develop technologies and equipment related to the treatment of diabetes. (2001)
- Perrigo (U.S.), in its approximately $8.6 billion acquisition of Elan Pharmaceuticals (Ireland). (2013)
- Pharmacia (U.S.), in its acquisition of Monsanto (U.S.) in 2000, its spin-off of Monsanto in 2001 and its $60 billion acquisition by Pfizer (U.S.). (2003)
- Pharmasset (U.S.), in its $11 billion acquisition by Gilead Sciences (U.S.). (2012)
- Philips Healthcare (U.S./Netherlands) and its parent companies, in the $5.1 billion acquisition of Respironics (U.S.). (2007)
- Stryker (U.S.), a surgical and medical products developer, in its $764 million acquisition of Trauson Holdings (China). (2013)
- Valeant Pharmaceuticals (Canada), in its $2.6 billion acquisition of Medicis (U.S.). (2012)
- Valeant Pharmaceuticals (Canada), in its aborted $5.7 billion unsolicited bid for Cephalon (U.S.). (2011)
Articles Authored by Lawyers at this office:
Tax Court Addresses Implied Waiver of the Attorney - Client Privilege
, May 15, 2014
On April 16, 2014, in AD Investment 2000 Fund LLC v. Commissioner, 142 T.C. No. 13, the Tax Court held that, by putting into issue their own legal knowledge, understanding, and beli efs with respect to a particular tax position in order to establish their defenses to accuracy - related penalties,...
, May 08, 2014
In response to the escalating situation in Ukraine, including Russia’s failure to meet commitments that were made on April 17, 2014 at a meeting in Geneva with United States and European Union representatives, additional economic sanctions measures have been adopted by the United States and...
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
, January 20, 2014
The thresholds set forth in the HSR Act have been revised-as they are annually-based on the change in gross national product. The minimum size of transaction has been raised from $70.9 million to $75.9 million effective thirty days after the notice is published in the Federal Register. The notice...
EU Merger Control: European Commission Simplifies Merger Control Procedures
, December 13, 2013
On 5 December 2013, the European Commission adopted a package of measures to simplify certain procedural aspects of EU merger control. The package will allow more transactions to be reviewed under the European Commission’s simplified review procedure, which requires merging parties to provide...
Legal Exposure Impact on CCAR 2014
, November 26, 2013
A series of recent pronouncements by the bank regulators and announcements of large fines and settlements by banks are likely to have a significant impact on the Comprehensive Capital Analysis and Review (“CCAR”) process for 2014.
New York State Tax Reform Commission Issues Final Report: New York State Tax Reform and Fairness Commission Recommends Merging Bank Tax into Corporate Franchise Tax, Streamlining Corporate Audit Process, Increasing Estate Tax Exemption, Eliminating GST Tax, Reinstating Gift Tax and Closing “DING” Trust Loophole
, November 26, 2013
On November 11, 2013, the New York State Tax Reform and Fairness Commission issued its final report (the “Commission” and the “Report”, respectively) recommending changes to New York’s tax system, including changes to its franchise, sales, estate and personal income...
Partial Offer for Chong Hing Bank Limited: Takeover Code Lessons
, November 07, 2013
Under Section 382 of the Internal Revenue Code, a corporation’s use of net operating losses is limited if there is an “ownership change.” On October 22, 2013, the Internal Revenue Service adopted Final Regulations intended to lessen the compliance burden on a corporation...
SEC Publishes CEO Pay Ratio Proposal: Will Not Affect 2014 or, Most Likely, 2015 Proxy Seasons; Issuers May Use Sampling and Reasonable Estimates to Determine Median; Ratio Must Include All Full-Time, Part-Time, Temporary, Seasonal and Non U.S. Employees
, September 24, 2013
On Wednesday, the SEC published the text of its proposed rule, adopted that morning by a three-to-two vote, requiring U.S. public companies to disclose:
Treasury and IRS Issue Revenue Ruling Implementing Windsor Decision: Revenue Ruling 2013-17 Holds that for Federal Tax Purposes, all Legal Same-Sex Marriages will be Recognized, Marital Status will be Based on the Laws of the Place of Celebration, and Domestic Partnerships and Civil Unions will not be Recognized as Marriages
, September 05, 2013
On August 29, 2013, the Treasury Department and the IRS issued Revenue Ruling 2013-17 (the “Revenue Ruling”), along with answers to frequently asked questions, to implement the Federal tax aspects of the Supreme Court’s recent decision in United States v. Windsor, 133 S. Ct. 2675...
NYSE Voting Requirements: NYSE Eliminates 50% Quorum Requirement
, July 24, 2013
On July 11, 2013, the Securities and Exchange Commission published a proposal by the New York Stock Exchange to amend Section 312.07 of the Listed Company Manual, which became effective immediately. Section 312.07 has been revised to remove the requirement that the total votes cast on proposals...