Practice Areas & Industries: Sullivan & Cromwell LLP

 




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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,
  • med-tech,
  • 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.

SELECTED REPRESENTATIONS

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:

IRS Issues Proposed Regulations on the Definition of Real Property for Purposes of the Real Estate Investment Trust Provisions of the Code
, May 15, 2014
On May 9, 2014, the Internal Revenue Service (“IRS”) issued proposed regulations (the “Proposed Regulations”) that provide guidance on what assets may qualify as real estate assets for purposes of determining whether a corporation qualifies as a real estate investment trust,...

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,...

Deductibility of Fiduciary Expenses: IRS Publishes Final Regulations on Deductibility of Fiduciary Expenses Incurred by Estates and Trusts
, May 14, 2014
On May 8, 2014, the Treasury Department and the Internal Revenue Service (“IRS”) adopted final regulations (the “Final Regulations”) governing the treatment of expenses incurred by estates and non-grantor trusts, including ownership costs, tax preparation fees, investment...

FATCA: Transitional Relief: Soft Opening for FATCA:  2014 and 2015 Deemed a “Transition Period” and Other Limited Transitional Relief Under FATCA Announced
, May 12, 2014
On May 2, 2014, the IRS and the Treasury Department issued Notice 2014-33 announcing that calendar years 2014 and 2015 will be regarded as a transition period for purposes of IRS enforcement and administration of FATCA. Notice 2014-33 also provides additional transitional relief under FATCA and the...

Second Circuit Rejects “Listing” and “Foreign-Squared” Claims Under Morrison v. National Australia Bank
, May 09, 2014
In Morrison v. National Australia Bank, the U.S. Supreme Court opined that U.S. securities laws apply only “in connection with the purchase or sale of a security listed on an American stock exchange, and the purchase or sale of any other security in the United States.” Seizing on that...

Banking Applications: Federal Reserve Provides New Insight Regarding Consideration of Banking Applications and Notices; Announces New Semi-Annual Publication of Banking Application Data
, May 08, 2014
Supervisory Letter No. SR 14-2/CA 14-1 (the “Letter”), issued by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), discusses various issues that may prevent the Federal Reserve from acting favorably on applications and notices submitted by banking...

Basel Large Exposures Framework: Basel Committee Publishes Standards for the Supervisory Framework for Measuring and Controlling Large Exposures
, May 08, 2014
The Basel Committee on Banking Supervision (the “Basel Committee”) recently published final standards for the supervisory framework for measuring and controlling large exposures (“LE Framework”) of internationally active banking organizations. The LE Framework, like...

SEC Staff Reaffirms June 2 Deadline for Conflict Minerals Disclosure but Revises Disclosure Requirements in Light of D.C. Circuit Court Ruling: New Staff Guidance Provides that Issuers Will Not Be Required to Identify Products as “DRC Conflict Free,” “DRC Conflict Undeterminable” or “Having Not Been Found to Be ‘DRC Conflict Free’”
, May 08, 2014
In its first published guidance since a decision by the U. S. Court of Appeals for the District of Columbia Circuit that held that certain aspects of the SEC’s conflict minerals disclosure rule violated the First Amendment, the Director of the SEC’s Division of Corporation Finance...

Supreme Court Addresses Fee Shifting in Patent Infringement Cases: In Pair of Rulings, the Supreme Court Relaxes the Federal Circuit Standard for When District Courts May Award Fees in Patent Infringement Cases and Limits Appellate Review of Those Awards
, May 08, 2014
On April 29, the Supreme Court issued two unanimous opinions that: (1) give federal district courts broad authority to award attorneys’ fees in patent infringement cases and (2) limit appellate review of those awards. Section 285 of the Patent Act provides that attorneys’ fees may be...

The ATU Restructuring and the Judgement of the English Courts: Novel Techniques for Restructuring European High Yield
, May 08, 2014
The restructuring of the ATU group as a European high yield issuer (pursuant to which the ownership of the group was transferred to its senior noteholders) provides a useful insight into how the next generation of European high yield issuers could potentially be restructured using English...

Ukraine-Related Sanctions
, 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...

Corporate Inversion Transactions: IRS Announces Intent to Issue Regulations Under Section 367 Directed at Certain Transactions
, May 02, 2014
On April 25, 2014, the IRS issued Notice 2014-32 (the “Notice”), stating that the IRS and Treasury Department will issue regulations (the “Regulations”), to be effective immediately, targeting certain transactions that the IRS believes to be contrary to the policy underlying...

Chen v. Howard-Anderson: Delaware Court of Chancery Limits Scope of Lyondell Chem. Co. v. Ryan for Bad Faith Claims
, April 29, 2014
In a summary judgment opinion issued on April 8, the Delaware Court of Chancery (VC Laster) held that in a change of control case governed by enhanced scrutiny, directors and officers could incur personal liability for a breach of their duty of loyalty if it is established that they acted...

Tweets Allowed in Proxy Contests and Securities Offerings: New SEC Guidance Allows Use of Hyperlinks to Satisfy Legend Requirements in Social Media Communications with Character Limits and Limits Issuers’ Responsibility for Social Media Communications Re-Transmitted by Third Parties
, April 29, 2014
The staff of the Securities and Exchange Commission has published a number of new Compliance and Disclosure Interpretations facilitating the use of social media in proxy contests, business combination transactions, tender offers and securities offerings. The interpretations allow the use of active...

Bank Capital: Supplementary Leverage Ratio; Federal Banking Agencies Propose Revisions to the Supplementary Leverage Ratio’s Exposure Measure and Approve Final Rules Implementing an Enhanced Supplementary Leverage Ratio for the Largest U.S. Banking Organizations
, April 23, 2014
Last week, the Federal Deposit Insurance Corporation (the “ FDIC ”), the Board of Governors of the Federal Reserve System (the “ FRB ”) and the Office of the Comptroller of the Currency (the “ OCC ” and, together with the FDIC and F RB, the “ Agencies...

Conflict Minerals Disclosure Due Date Approaching; While SEC Staff Issues New Guidance, Court’s Decision Creates Some Uncertainty: D.C. Circuit Holds That Portion of Conflict Minerals Disclosure Rule Violates the First Amendment; Absent Further Developments, Issuers Should Continue to Prepare to File Disclosures by Monday, June 2
, April 23, 2014
The deadline-May 31, 2014, extended to June 2 because May 31 falls on a Saturday-for conflict minerals disclosures responsive to the SEC’s rule under Section 13(p) of the Securities Exchange Act, is quickly approaching.

Estate, Gift and Trust Provisions in New York State 2014-15 Budget: New York State 2014-15 Budget Makes Changes to the Taxation of Estates and Gifts and the Income Taxation of Certain Trusts
, April 15, 2014
On March 31, 2014, Governor Andrew Cuomo signed into law the New York State 2014-15 Budget (the “Budget”). This memorandum describes the changes made by the Budget to the taxation of estates and gifts and the income taxation of certain trusts. We will be distributing a separate...

International Tax Cooperation: UK Sets Out Its Priorities for the OECD Base Erosion and Profit Shifting (BEPS) Project
, April 15, 2014
The UK government has published a paper setting out in detail its position on the OECD’s Action Plan on Base Erosion and Profit Shifting.

New Guidance on Same-Sex Marriage Under Tax-Qualified Retirement Plans: IRS Notice 2014-19 Requires Prospective Application of the Windsor Decision as of June 26, 2013 and Compliance with “State of Celebration” Approach to Recognizing Marriages as of September 16, 2013
, April 15, 2014
On April 4, 2014, the Treasury Department and the IRS issued Notice 2014-19 (the “Notice), which provides long-awaited guidance on the effect of the Supreme Court’s decision in United States v. Windsor on tax-qualified retirement plans. In Windsor, 133 S. Ct. 2675 (2013), the Supreme...

New York’s Highest Court Strengthens Forum Non Conveniens Doctrine in Cases Having Peripheral Connection to New York Banking System: Mashreqbank PSC v. Ahmed Hamad Al Gosaibi & Brothers Company
, April 15, 2014
In an opinion issued on April 8, 2014, the New York Court of Appeals unanimously dismissed on forum non conveniens grounds a case arising from a foreign exchange transaction between a bank in the United Arab Emirates and a general partnership in Saudi Arabia, where the only nexus between the...

UK Employment Arrangements: UK Revises Proposed Tax Measures Against Dual Contracts
, April 15, 2014
The UK government has published this year’s Finance Bill, which contains revised draft legislation to “end the abuse of dual contracts”. Dual contracts have in particular been used by employees resident, but not domiciled, in the United Kingdom to benefit from the UK’s...

Volcker Rule: Federal Reserve Issues Statement of Intent to Extend the Volcker Rule Conformance Period Through July 21, 2017 for CLOs
, April 15, 2014
Late yesterday afternoon, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) released a statement regarding the treatment of collateralized loan obligations (“CLOs”) under Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act...

EU Competition Law: European Commission Adopts New Technology Transfer Block Exemption Regulation and Guidelines
, April 04, 2014
The principal rules of EU competition law relating to technology licensing are set out in the European Commission’s Technology Transfer Block Exemption Regulation (“TTBER”) and Guidelines on Technology Transfer Agreements (“Guidelines”) (collectively, the “TTBER...

Tax Court Addresses Material Participation by Trusts: Tax Court Holds That Services Performed by Trustees Who Are Also Employees May Be Taken into Account in Determining Material Participation for Passive Loss Purposes; Holding Also Relevant for 3.8% Net Investment Income Tax
, April 04, 2014
On March 27, 2014, in Frank Aragona Trust et al. v. Comm’r, the Tax Court ruled that, in determining whether a trust’s activities are “passive” for purposes of the passive activity loss rules, (i) a trust can qualify for the material participation exception relating to...

Chairman Camp’s Discussion Draft of Tax Reform Act of 2014 and President Obama’s Fiscal Year 2015 Revenue Proposals
Theodore D. Holt,Donald L. Korb,Andrew S. Mason,Andrew P. Solomon,S. Eric Wang, April 03, 2014
On February 26, 2014, Ways and Means Committee Chairman Dave Camp released a discussion draft of tax reform legislation entitled the “Tax Reform Act of 2014” (the “Discussion Draft”). Although the Discussion Draft is unlikely to be enacted in its current form, some or all of...

IRS Issues Third Directive Regarding the Issuance and Enforcement of Information Document Requests
, April 03, 2014
The Commissioner of the Internal Revenue Service (“IRS”) Large Business and International Division (“LBI”) issued a directive on February 28, 2014 (the “February Directive”), to revenue agen ts responsible for audits conducted by LBI. LBI oversees audits of...

Supreme Court Decision Resolves a Circuit Split Regarding Whether Payments of Certain Severance Payments Constitute “Wages” for Purposes of FICA
Alexander P. Apostolopoulos,Matthew M. Friestedt,Andrew S. Mason, April 03, 2014
Today, the Supreme Court resolved a split between the Circuit Courts of Appeals related to the treatment of certain severance payments for purposes of the Federal Insurance Contributions Act (“FICA”), holding that such payments constitute “wages” for such purposes.

Bank Capital Plans and Stress Tests: 2014 Stress Test Results Demonstrate the Strong Capital Position of U.S. Banking System
, March 24, 2014
Yesterday, the Federal Reserve announced the summary results of the Dodd-Frank Act 2014 supervisory stress tests for the 30 largest U.S. banking organizations. The results demonstrate the sharply enhanced capital strength and resiliency of the U.S. banking system. Under an “extreme stress...

FATCA—Updates and Coordinating Regulations: Treasury Releases Last Substantial Regulations Package Necessary to Implement FATCA
, March 24, 2014
On February 20, 2014, the IRS and the Treasury Department issued the last substantial package of regulations necessary to implement FATCA. The package consists of two Treasury Decisions: T.D. 9658, which modifies the nonresident alien withholding rules and the domestic backup withholding and...

Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms In Re MFW Court of Chancery Ruling that Business Judgment Review Can Apply to Squeeze-Out Mergers Conditioned Up Front on Both Approval by Special Committee and Majority-of-the-Minority Vote
, March 20, 2014
In an opinion issued last Friday, a unanimous Delaware Supreme Court sitting en banc affirmed then Chancellor (now Delaware Supreme Court Chief Justice) Strine’s decision in In re MFW Shareholders Litigation, holding that the business judgment rule standard of review applies to squeeze-out...

Chairman Camp’s Discussion Draft of Tax Reform Act of 2014 and President Obama’s Fiscal Year 2015 Revenue Proposals: Proposals Relating to Individuals, Retirement Plans, and Estate and Gift Taxation
, March 20, 2014
On February 26, 2014, Ways and Means Committee Chairman Dave Camp released a discussion draft of tax reform legislation entitled the “Tax Reform Act of 2014” (the “Discussion Draft”). Although the Discussion Draft is unlikely to be enacted in its current form, some or all of...

Ukraine-Related Economic Sanctions: U.S. and EU Adopt Economic Sanctions in Response to the Current Situation in Ukraine; Additional Measures Likely if Current Situation Persists or Escalates
, March 20, 2014
In response to the current situation in Ukraine, President Obama recently issued two Executive Orders authorizing so-called “targeted sanctions” against certain officials of the Government of the Russian Federation and certain other designated persons and entities determined, among...

In re Orchard Enterprises, Inc. Stockholder Litigation: Delaware Court of Chancery Provides Guidance on Squeeze-Out Mergers and Entire Fairness Review at Summary Judgment
, March 18, 2014
In a recent opinion analyzing breach of fiduciary duty claims in a summary judgment context brought more than two years after the consummation of a squeeze-out merger against the target company’s directors who approved the merger, the target and its controlling stockholder, the Delaware Court...

Arbitration: BG Group Decision: U.S. Supreme Court Holds that Failure to Fulfill Preconditions to Arbitration Are Generally for Arbitrators, Not Courts, to Decide and Court Review is Deferential
, March 11, 2014
Arbitration clauses commonly include preconditions to commencing arbitration, such as time periods during which the parties are to attempt to resolve the dispute through negotiation or mediation. The U.S. Supreme Court on March 5 decided 7-2 that the arbitrators in investment treaty arbitrations,...

Regulations Clarify When a Section 83 Substantial Risk of Forfeiture Exists: Only Established Through Service Condition or Performance Condition; Application of Section 16(b) Short-Swing Liability Rule Clarified
, March 11, 2014
On February 25, 2014, the Treasury Department and the IRS issued final regulations clarifying circumstances in which a substantial risk of forfeiture exists under Section 83 of the Internal Revenue Code. Section 83 generally provides that, when property is transferred in connection with the...

IRS Issues Third Directive Regarding the Issuance and Enforcement of Information Document Requests
, March 10, 2014
The Commissioner of the Internal Revenue Service (“IRS”) Large Business and International Division (“LBI”) issued a directive on February 28, 2014 (the “February Directive”), to revenue agents responsible for audits conducted by LBI. LBI oversees audits of...

Sarbanes-Oxley Whistleblower Provision: U.S. Supreme Court Significantly Expands Sarbanes-Oxley Whistleblower Provision to Include Employees of Non-Public Contractors and Subcontractors of Public Companies
, March 10, 2014
In Lawson v. FMR LLC, No. 12-3 (Mar. 4, 2014), the U.S. Supreme Court clarified the scope of whistleblower protection provided by the Sarbanes-Oxley Act of 2002 (“SOX”), holding that employees of private contractors and subcontractors of public companies are protected by the...

Spin-Off and Listing by Introduction of Feishang Anthracite Resources Limited
, March 10, 2014
China Natural Resources, Inc. (“CHNR”), a natural resources company based in the People’s Republic of China (the “PRC”) with shares listed on the NASDAQ Capital Market, recently completed the spin-off (the “Spin-Off”) and listing by introduction (the...

U.S. Supreme Court Hears Arguments on Critical Issue for Securities Fraud Class Actions
, March 10, 2014
On March 5, 2014, the U.S. Supreme Court heard oral argument in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, which presents whether to overrule or significantly limit plaintiffs’ ability to rely on the legal presumption that each would-be class member in a securities fraud class...

International Tax Cooperation: OECD Standard for Automatic Exchange of Financial Account Information
, March 05, 2014
The Organisation for Economic Cooperation and Development has published a Standard for Automatic Exchange of Financial Account Information to aid in the global fight against international tax avoidance and evasion. Implementation of the Standard has been formally agreed to by the G20.

New York Budget Bill Proposes Estate and Gift Tax Reform and Changes to Income Taxation of Trusts
, March 05, 2014
On January 21, 2014, Governor Cuomo submitted his Executive Budget Bill for 2014-2015 to the New York State Legislature. Such Bill, as amended (the “Bill”) if passed, would include in the estate of a New York resident any gifts made on or after April 1, 2014 and while such taxpayer was...