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...