Practice Areas & Industries: Sullivan & Cromwell LLP

 





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Practice/Industry Group Overview

Global M&A Leader
Professionalism, attention to detail, creativity and commercial sensitivity: Sullivan & Cromwell’s Mergers and Acquisitions Group brings these virtues to every representation, for every client. S&C represents major international corporations in the world’s largest and most noteworthy transactions. It also represents smaller corporations whose transactions, while modest in monetary value, involve enormous strategic significance for them.

Teamwork and Collaboration
Teamwork is a hallmark of S&C. Lawyers from multiple disciplines and offices within the Firm work with each other and with the client, as well as with investment bankers, accountants, proxy solicitors and other advisers.

This close collaboration with clients and colleagues gives the M&A team great versatility. The Group can execute any type of transaction, in any industry, economic climate or geographic region.

Approach Rooted in Transactional Realities
Guided by clients’ commercial objectives and S&C’s deep experience, the Firm seeks to provide the best possible advice to achieve these objectives. As S&C lawyers meet the needs of the buyer and seller, they simultaneously aim to achieve the best possible terms for clients while helping them resolve issues in a commercially sensible matter with a view toward the overall success of the transaction.

Public Company
Sullivan & Cromwell has broad experience in public company M&A transactions, including many of the largest and most transformative M&A transactions in corporate history. The Firm understands the significance of these transactions, whatever their size, to S&C’s clients. The extreme dedication to client service, attention to detail and commercial pragmatism of the Firm’s lawyers helps us partner with clients to accomplish their most important transactions.

Cross-Border
S&C has helped clients successfully navigate the legal and commercial complexities of cross-border and multijurisdictional transactions in every region of the world, and it has done so for almost all of the Firm’s 135-year history. The myriad complex issues arising from competing jurisdictional legal demands and requirements provide opportunities to demonstrate the creativity and problem solving abilities of the Firm’s lawyers. S&C uses its tightly-integrated global office network and a unified culture to successfully structure and execute these complex transactions.

Going-Private/Special Committee/ LBO
Recent years have highlighted the significant risks to participants in going-private and other conflict transactions. S&C has a deep understanding of the substantive approach and scrupulous processes that are necessary to protect a board of directors and other participants in an extremely litigious environment. The Firm’s unified culture facilitates an effective, efficient partnership between its corporate and litigation lawyers, enabling the Firm to provide sophisticated, forward-thinking advice in both executing and defending these transactions. The Firm’s strong credit and leveraged-finance practices round out the team’s offerings by providing creative and novel approaches and a deep knowledge of current credit and leveraged finance practices.

Unsolicited Transactions/Takeover Defense
S&C has years of experience assisting clients strategize in support of, and in defense of, unsolicited transactions. The Firm’s small-team, interdisciplinary approach facilitates the effective execution of these fast-moving transactions, both on offense and defense. The Firm’s deep experience in these transactions helps clients anticipate, prepare for and respond effectively to counterparty and third-party actions.

Private Company
Private transactions offer a wide range of opportunities for lawyers to benefit their clients through sound legal and commercial advice on the highly bespoke processes and contracts that are the hallmark of private M&A. Meticulous attention to detail and intense focus on significant commercial points can make a meaningful difference for the Firm’s clients. S&C lawyers seek to make that difference on every transaction on which the Firm works.

Joint Venture and Minority Investment
S&C brings to bear many of its hallmark strengths in these transactions, which require an understanding of commercial realities and a pragmatic approach in order to find creative and highly tailored solutions to the complex issues raised. Clients especially benefit from S&C’s highly collaborative culture in these transactions where coordination among the legal and business teams is critical to a client’s success.

Shareholder Activism
As the relationships between shareholders and managements are redefined, S&C increasingly is called upon to help boards and managements understand, prepare for and navigate the world of the activist shareholder. The capacity of the Firm’s lawyers to form a broad, interdisciplinary perspective is critical to developing advice for directors and managements that is tailored to each particular company and situation.

Spin-Off, Split-Off and Carve-Out IPO
These transactions require careful planning and seamless orchestration of multiple legal disciplines to ensure that all client objectives, including financial, strategic, tax and accounting objectives, are met. S&C’s tightly integrated, multidisciplinary team has the resources and breadth of knowledge in M&A, tax, capital markets, executive compensation and other subject-matter expertise to provide clients with unified best-in-class advice.

SELECTED REPRESENTATIONS

Selected M&A experience includes representing:

  • Alcon (Switzerland), in its $52.9 billion sale of Nestlé’s Alcon stake to Novartis (Switzerland).
     
  • Amgen (U.S.), in its $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.).
     
  • AT&T (U.S.), in its $86 billion acquisition of BellSouth (U.S.).
     
  • BHP Billiton (Australia), in its $15.1 billion acquisition of Petrohawk Energy (U.S.).
     
  • Fiat (Italy) and Chrysler (U.S.), as counsel to Fiat in its alliance with Chrysler and New Chrysler’s $2 billion bankruptcy acquisition of the assets of Old Chrysler and as counsel to Chrysler Group (U.S.) in the follow-on $10.5 billion acquisition of a majority stake by Fiat.
     
  • InBev (Belgium), in its $60.8 billion acquisition of Anheuser-Busch (U.S.).
     
  • ING (Netherlands), in its $9 billion sale of its ING Direct USA online banking operation to Capital One Financial (U.S.).
     
  • Medco Health Solutions (U.S.), in its $29.1 billion merger with Express Scripts (U.S.).
     
  • Perrigo (U.S.), in its $8.6 billion acquisition of Elan Pharmaceuticals (Ireland).
     
  • Pharmasset (U.S.), in its $11 billion acquisition by Gilead Sciences (U.S.).
     
  • UnitedHealth Group (U.S.), in its $4.9 billion acquisition of Amil Participações (Brazil).

 
 
Articles Authored by Lawyers at this office:

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...

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...

Corporate Inversion Transactions: IRS and Treasury Issue Temporary Regulations to Determine When Stock Is Disregarded for Purposes of the Internal Revenue Code’s Anti-Inversion Rules
, January 31, 2014
On January 16, 2014, the IRS and the Treasury Department issued temporary and proposed regulations (the “Regulations”) that disregard certain stock of a foreign corporation when calculating ownership of the foreign corporation in determining whether the foreign corporation is a...

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...

Physical Commodities and Merchant Banking Activities Conducted by Financial Holding Companies: Federal Reserve Seeks Public Comment on New Limitations on Physical Commodities and Merchant Banking Activities Conducted by Financial Holding Companies Under the Bank Holding Company Act
, January 20, 2014
Earlier this week, the Board of Governors of the Federal Reserve System (the “Board”) solicited public comment, through an advance notice of proposed rulemaking (the “ANPR”), regarding various issues and questions related to physical commodities activities conducted by...

M&A Executive Compensation Enhancements and Impact on the Say-on-Golden-Parachute Vote: Review Shows that Companies Continue to Adopt Deal-Related Enhancements and that Many Enhancements do not Negatively Impact the Say-on-Golden-Parachute Vote
, December 19, 2013
We have reviewed the 365 merger agreements that were announced during the two years after the “Say-on-Golden-Parachute” vote rule went into effect on April 25, 2011 and that were subject to the rule. 1 We found that 39 companies (11% of the total) substantively enhanced executive...

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...

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...

Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP: Delaware Court of Chancery Rules that Attorney-Client Privilege Passes as a Matter of Law to the Surviving Corporation in a Merger
, December 11, 2013
In a recent opinion, the Delaware Court of Chancery (Strine, C.) found that under the unambiguous language of Section 259 of the Delaware General Corporation Law (“DGCL”), the attorney-client privilege of an acquired corporation passes as a matter of law with all other privileges to the...

EU State Aid: EU Commission Consults on New Rules on State Aid for Companies in Difficulty
, December 11, 2013
On 5 November 2013, the European Commission released for public comment proposed new guidelines on state aid for rescuing and restructuring companies that operate in sectors other than financial services coal and steel. The proposed guidelines are intended to replace the Commission’s current...

German Merger Control: German Federal Cartel Office Publishes Draft Guidelines on Jurisdiction for Merger Review
, December 11, 2013
On 5 December 2013, the German Federal Cartel Office (Bundeskartellamt) published new draft guidelines on its jurisdiction to review M&A transactions.

Recent Amendments to Delaware Corporation and LLC Statutes: Adoption of Section 251(h) Facilitates Tender and Exchange Offers; Fiduciary Duties Obtain in LLC Absent Elimination; Public Benefit Corporations Authorized
, September 19, 2013
The State of Delaware recently enacted several significant changes to the Delaware General Corporation Law (“DGCL”) and the Delaware LLC Act (“LLC Act”).

Adjusting to Shareholder Activism: Active Shareholders are the New Normal, Placing a Premium on Management Preparedness, Board Awareness and Ongoing Shareholder Engagement for Public Companies
, August 24, 2013
The results of the 2013 proxy season and other recent corporate governance developments have demonstrated that boards and management teams should thoughtfully assess their approach to dealing with hedge funds and other “long” investors that are considered “activist.”...