Practice Areas & Industries: Sullivan & Cromwell LLP

 





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Practice/Industry Group Overview

Sullivan & Cromwell’s reputation stems from more than a century of representing clients in a broad range of matters, including many landmark cases that have shaped the development of U.S. law.

The Litigation Group draws upon S&C’s rich expertise in corporate, financial and transactional law, forming seamlessly integrated teams that handle any related or follow-on matters that arise. The Firm manages issues through every stage of the litigation life cycle, before any court, arbitration panel or regulatory agency.

The lawyers at S&C are international practitioners. Its clients represent a cross-section of prominent U.S. and non-U.S. companies that trust the Firm with their critical investigations, regulatory matters, trials and arbitrations.

SELECTED REPRESENTATIONS

Recent Sullivan & Cromwell litigation experience includes representing:

  • BP and its directors, in securities litigation arising out of the 2010 Gulf of Mexico oil spill. To date, S&C has achieved dismissals in many of these actions including derivative, Employee Retirement Income Security Act and other shareholder litigations.
     
  • Barclays, in international, multiagency investigations into benchmark interest rates, including the London Interbank Offered Rate (Libor) and the Euro Interbank Offered Rate (Euribor). S&C was engaged by Barclays to conduct an internal investigation regarding conduct relating to benchmark interest rates. In 2012, Barclays entered into settlements with the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice Fraud Division and the U.K. Financial Services Authority. S&C also represented Barclays in obtaining conditional leniency from the Antitrust Division of the U.S. Department of Justice with respect to financial instruments referenced to Euribor. In addition, S&C represents Barclays in the related civil litigation. The litigation includes class action suits involving USD Libor, Yen Libor and Euribor alleging violations of federal antitrust laws and violations of the Commodity Exchange Act, as well as violations of the Racketeer Influenced and Corrupt Organizations Act and various state laws. These claims were substantially dismissed in March 2013.
     
  • Boeing, in a securities class action brought by a putative class of Boeing shareholders related to Boeing’s 878 Dreamliner.

The Wall Street Journal called the decision, which sheds additional light on the already controversial use of confidential informants in pleading scienter in private securities-fraud litigation, “the biggest plaintiff smackdown of the year.”

  • Eastman Kodak, as lead counsel in its global reorganization and Chapter 11 case in the United States.
     
  • Goldman Sachs & Co., in an important case involving the enforcement of arbitration agreements in employment discrimination actions. The U.S. Court of Appeals for the Second Circuit reversed a lower court order refusing to enforce an arbitration agreement between Goldman Sachs and a former employee who was seeking to bring a Title VII class action claim based on “pattern or practice” evidence, thereby requiring the employee to be bound by the terms of the arbitration agreement.
     
  • Goldman Sachs, in investigations and related litigation involving residential mortgage-backed securities (RMBS) and collateralized debt obligations (CDOs). Both the DOJ and the Securities and Exchange Commission concluded lengthy investigations without taking action against Goldman Sachs or its employees. Recent litigation victories include a dismissal of fraud claims brought by an investor in a CDO offering by the Appellate Division, First Department of the New York Supreme Court; a dismissal of fraud claims brought by another CDO investor in a decision affirmed by the U.S. Court of Appeals for the Second Circuit; and dismissal of a shareholder derivative action by the Delaware Supreme Court that resulted in the dismissal of eight related derivative matters filed in the U.S. District Court for the Southern District of New York.
     
  • Goldman Sachs, JPMorgan Chase, Barclays, Nomura and First Horizon, in separate actions brought by the Federal Housing Finance Agency (FHFA) on behalf of Fannie Mae and Freddie Mac. The cases are among 18 suits brought by FHFA alleging that the banks fraudulently issued or underwrote hundreds of mortgage-backed securities prior to the subprime collapse.

Together, these cases constitute one of the highest-profile securities litigations arising out of the financial crisis, with hundreds of billions of dollars in securities at stake.

  • ING Group, HSBC Group and Standard Chartered Bank, in the successful resolutions of multiagency criminal and regulatory investigations relating to their compliance with economic sanctions and/or anti-money-laundering regulations. After lengthy investigations spanning years and involving activities around the world, each of S&C’s clients avoided criminal prosecution by resolving these matters through the entry of deferred prosecution agreements and the payment of fines.
     
  • JPMorgan Chase, as national coordinating counsel in the company’s residential mortgage-backed securities litigation, which includes litigation arising from securitizations issued by Washington Mutual and Bear Stearns. As such, the Firm has responsibility for developing the strategy and overseeing more than 70 cases pending in multiple state and federal jurisdictions, as well as various regulatory matters. S&C played a key role in leading JPMorgan through its recently announced $13 billion settlement with the U.S. Department of Justice.
     
  • Microsoft, in a long-running antitrust lawsuit brought by Novell, which sought nearly $4 billion in damages. In September 2013, the U.S. Court of Appeals for the Tenth Circuit unanimously affirmed the district court’s dismissal of the case. The district court granted Microsoft’s posttrial motion for judgment as a matter of law after an eight-week trial that ended in a deadlocked jury.

The Am Law Litigation Daily named partners David Tulchin and Steve Holley “Litigators of the Week” for their work on the case.

  • Moody’s, in a coordinated shareholder class action. After defeating class certification, S&C obtained full dismissal on summary judgment of the actions brought against Moody’s that alleged that Moody’s made false and misleading statements concerning its rating methodologies and its management of conflicts of interest in connection with ratings of subprime residential mortgage-backed securities and other structured finance products that suffered downgrades during the financial crisis. The plaintiffs sought recovery for a more than 50 percent decline in Moody’s share price and the loss of more than $7 billion in market capitalization.
     
  • Porsche, in a high-profile federal securities litigation brought against it by a group of hedge funds seeking more than $2.5 billion in connection with Porsche’s acquisition of a stake in Volkswagen. The hedge funds’ claims were dismissed.

The New York Times and The Wall Street Journal reported on this victory. The American Lawyer noted in its March 2011 “Big Suits” column that the win “removes a roadblock to the planned merger between Porsche and VW.” The American Lawyer also recognized the Firm as an honoree for “Global Dispute of the Year: U.S. Litigation” in its inaugural Global Legal Awards (2013) for representation of Porsche in these matters.

  • MPEG LA, a patent licensing administrator, in bringing a breach-of-patent-license claim against Audiovox. Following a nine-day trial, the jury awarded MPEG LA damages on a portion of Audiovox’s unpaid sales of products featuring MPEG-2 digital compression technology.
     
  • NXP Semiconductors, in an $80 million, multiforum action brought by Exatel Visual Systems that arose out of claimed breaches of various commercial agreements regarding a set-top box venture. Four days into an arbitration hearing, Exatel voluntarily dismissed its case and agreed to release NXP and its affiliates for zero consideration.
     
  • Sonera Holding, in its arbitration against Cukurova Holding that found that Cukurova had breached a contract with Sonera and, as a result, owed it $932 million in damages, plus interest, costs and attorneys’ fees.

This is the fourth significant International Chamber of Commerce arbitration victory that S&C has won for TeliaSonera. The Firm’s representation of Sonera was noted as one of the “Biggest Arbitration Awards” in The American Lawyer’s annual “Arbitration Scorecard” in 2013.

  • Tenaris (which entered into the first deferred prosecution agreement ever offered by the SEC), Eni, and Snamprogetti and Diageo, in resolving three notable Foreign Corrupt Practices Act investigations.
     
  • UBS, in a variety of regulatory inquiries, investigations, tax matters and private litigation arising from the recent financial crisis and losses related to mortgage-backed securities. Most recently, S&C advised UBS in obtaining the dismissal of all federal securities claims by UBS shareholders who acquired shares outside the United States arising out of UBS’s subprime losses. This decision eliminated billions of dollars of potential liability.
     
  • Vornado Realty Trust, in a long-running contract dispute with Stop & Shop regarding the allocation of rental increases. After an eight-day trial, the court held that Stop & Shop was liable for the full amount of the rental increases, and entered a judgment of more than $56 million for Vornado.

Vornado was also awarded $11.1 million in legal fees and costs, including interest—an award, the court said, that was supported by the “very beneficial” results achieved by S&C.
 

  • VeriFone Systems, in its successful acquisition of Hypercom, including litigation brought by the target, intense scrutiny by antitrust and competition law authorities, and a civil antitrust action brought by the U.S. Department of Justice that sought to enjoin the acquisition, all of which were resolved successfully for VeriFone.

 
 
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,...

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...

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...

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...

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.

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...

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,...

Federal Circuit Upholds De Novo Standard of Review for Claim Construction: En Banc Majority Holds that Claim Construction Will Continue to Receive De Novo Review on Appeal, Maintaining Current Law
, February 26, 2014
In Lighting Ballast Control LLC v. Philips Electronics North America Corp., the Court of Appeals for the Federal Circuit upheld, en banc, current law under which all aspects of claim construction - the determination of the meaning and scope of patent claims and claim terms - are questions of law...

Section 4371 Excise Tax on Insurance and Reinsurance Contracts: District Court Holds that Federal Excise Tax Does Not Apply to Retrocession Agreements
, February 14, 2014
On February 5, 2014, in Validus Reinsurance, Ltd. v. United States, 2014 WL 462886 (D.D.C. Feb. 5, 2014), the District Court for the District of Columbia held that the excise tax imposed on insurance and reinsurance contracts under Section 4371 of the Internal Revenue Code (the “Code”)...

Patent Infringement and Declaratory Judgment: U.S. Supreme Court Holds That a Patentee Has the Burden of Proving Infringement in a Declaratory Judgment Action Brought by a Licensee
, January 31, 2014
The U.S. Supreme Court has issued its first in a series of important patent decisions this Term. In Medtronic, Inc. v. Mirowski Family Ventures, LLC, No. 12-1128 (January 22, 2014), the Court unanimously reversed the Court of Appeals for the Federal Circuit, and held that when a licensee seeks a...

Activision Blizzard, Inc. v. Hayes: Delaware Supreme Court Rules that Equity Repurchase Is not a Merger, Business Combination or Similar Transaction
, December 11, 2013
In an order entered in October and an opinion issued on November 15, 2013, the Delaware Supreme Court, sitting en banc, unanimously reversed a decision of the Court of Chancery (V.C. Laster) that had preliminarily enjoined the repurchase by Activision Blizzard, Inc. (“Activision”) of...

U.S. Supreme Court to Consider Critical Issue for Securities Fraud Class Actions: Possible Overruling of Basic’s “Fraud-on-the-Market” Presumption Could Spell Major Changes for Current Regime
, November 22, 2013
On November 15, 2013, the U.S. Supreme Court granted certiorari in the case of Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, raising the prospect that the Court will overrule or significantly limit the legal presumption that each member of a securities fraud class action relied on the...

Royalty Rates for Standard-Essential Patents: In Second Decision of Its Kind, District Court Determines RAND Royalty Rate for 19 Patents Essential to 802.11 WiFi Standard
, October 09, 2013
Many patents that are essential to a technology standard-so-called “standard-essential patents”-are subject to a commitment that they be licensed on “reasonable and non-discriminatory” (“RAND”) terms. Last week, the district court in In re Innovatio IP Ventures,...

Extraterritorial Application of Criminal Securities Fraud Liability: Second Circuit Extends Morrison v. National Australia Bank Ltd. to Criminal Cases; Rules that Section 10(b) Does Not Reach Fraud Committed Abroad Involving Non-U.S. Listed Securities
, September 13, 2013
On August 30, 2013, the Second Circuit answered a question left open in the Supreme Court’s landmark decision in Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010): do the limits imposed in Morrison on extraterritorial civil liability encompass criminal and SEC enforcement...

In re Trados Incorporated Shareholder Litigation: Delaware Court of Chancery Finds Conflicted Board Did Not Breach Fiduciary Duty in a Change of Control Transaction that Satisfied Fair Price But Did Not Satisfy Fair Process
, September 03, 2013
In an opinion issued on August 16, 2013, the Delaware Court of Chancery (Vice Chancellor Laster) found that the board of directors of Trados Incorporated (“Trados”), consisting of a majority of directors who had conflicts of interest arising out of their affiliations with venture...