Sullivan & Cromwell LLP

Sullivan & Cromwell provides industry-leading environmental expertise to highly sophisticated clients. The world’s top companies, including leaders in the environmentally sensitive manufacturing, chemicals, petroleum and mining sectors, entrust their environmental work to the Firm.
 
S&C’s Environmental Group combines deep knowledge of environmental law and market practice with the Firm’s extensive corporate, litigation and finance capabilities. The Group tailors teams to meet clients’ particular needs by drawing on lawyers from across Firm practice areas.
 
The full-service advice S&C offers includes:

• practical environmental advice in commercial transactions on risk analysis and reduction, negotiation strategies and developing effective protections and efficient cost-sharing structures;
• advising clients on managing environmental risk, compliance strategies for current and pending legislation, structuring relationships with corporate affiliates and developing environmental programs to minimize liabilities;
• assisting with indemnity and insurance issues;
• advising on carbon footprint, sustainability and climate change issues;
• handling a broad array of environmental and toxic tort litigation under a variety of federal and state laws, foreign national and multinational regulations and international conventions; and
• conducting negotiations with regulatory authorities to resolve environmental issues.

The Firm works with communities to develop cleaner and safer approaches to natural resource use through innovative project financings. S&C also assists innovative “green” corporations on strategic-growth transactions, leveraging its broad knowledge of global debt and equity markets and its cross-border expertise.

SELECTED REPRESENTATIONS

Significant Sullivan & Cromwell multidisciplinary environmental matters include representations of:

• BP and its board, in connection with litigation, transactions/restructuring, insurance and securities disclosure in the wake of the 2010 Deepwater Horizon incident and ensuing Gulf of Mexico oil spill. Advising on liabilities, transactions, and securities disclosure and representation in multiple state and federal multidistrict litigation proceedings allowed for seamless, consistent and efficient representation with respect to the clients' most significant liability challenges.
   
• Fiat/Chrysler, in connection with complex negotiations involving bankruptcy stakeholders, including the U.S. Treasury Department and current and retired union representatives, and the allocation of environmental liabilities to be assumed by New Chrysler and resolved in bankruptcy and related financing and subsequent representation of Chrysler with respect to asbestos-related bankruptcy and insurance issues and its IPO.
   
• Eastman Kodak, in its Chapter 11 restructuring including the resolution of legacy environmental liabilities, in part through sale transactions and a unique public/private economic development/environmental trust settlement. Tasks included negotiations with the U.S. Department of Justice, the U.S. Environmental Protection Agency, the New York Attorney General’s Office, the New York Department of Environmental Protection and various private parties concerning claims resolution, bankruptcy procedures and motions, as well as advising Kodak with respect to ongoing compliance obligations.

Recent significant S&C environmental transactional matters include representations of:

•  R. R. Donnelley & Sons, a global provider of integrated communications services to clients, in the acquisition of Consolidated Graphics, a complex transaction involving the assessment and corporate analysis of environmental risks associated with 70 printing businesses located across 26 states and a number of foreign jurisdictions.
   
• NewPage, a leading producer of printing and specialty papers in North America, in its acquisition by Verso Paper, a leading North American producer of coated papers, involving current and future operational air emissions, wastewater and waste disposal issues and legacy environmental liabilities at a number of paper mills.
   
• AT&T, in the lease, sublease, sale and other transfers to Crown Castle International of interests in approximately 9,700 wireless communications sites.
   
• Nippon Steel & Sumitomo Metal, in a joint venture with ArcelorMittal to acquire the ThyssenKrupp Steel USA facility in Calvert, Alabama, one of the most advanced steel processing facilities in the world, with production facilities that include hot rolling, cold rolling, coating and finishing lines. The acquisition involved highly complex permitting, compliance and facility separation issues.
   
• Anglo American, in completing the sale of its iron ore operation in the state of Amapá in northern Brazil to Zamin Ferrous.
   
• Ares Management and Ontario Teachers’ Pension Plan Board, in their acquisition of CPG International, a leading manufacturer of premium building materials for residential, commercial and industrial markets. 
   
• AkzoNobel (Netherlands), in the sale of its North American decorative paints business to PPG Industries in a deal valued at approximately $1.05 billion (completed April 2013).The transaction involved the negotiation and allocation of complex multijurisdictional environmental legacy liabilities.
   
• Borealis Infrastructure Management, the infrastructure investment arm of the OMERS pension plan, and Ontario Teachers’ Pension Plan Board, along with their co-owner, Kinder Morgan Energy Partners, in the sale to Spectra Energy of their interests in Express Pipeline, two crude oil pipelines extending from Alberta, Canada, to Casper, Wyoming, and terminating in Wood River, Illinois.
   
• Ontario Teachers’ Pension Plan (Canada), in its acquisition of SeaCube Container Leasing, one of the world's largest container-leasing companies, involving multijurisdictional and maritime environmental risk issues.

Recent significant S&C environmental litigation matters include representations of:

• ING, in connection with environmental, asbestos and other claims under a U.K. scheme of arrangement pertaining to one of its subsidiaries.
   
• RPM International, in connection with asbestos-related bankruptcy filings by two of its subsidiaries and related claims by asbestos plaintiffs against RPM International as the parent. The case involved numerous complex liability estimation and other bankruptcy issues, as well as the appropriate application of Section 524(g) of the Bankruptcy Code.
   
• John Crane, in asbestos indemnity and insurance litigation in Delaware, which resulted in the pro-policyholder decision by Vice Chancellor Leo E. Strine in Viking Pump, Inc. v. Century Indemnity Co., 2009 WL 3297559 (Del. Ch. 2009).
   
• JPMorgan Chase, in connection with the alleged assumption of environmental liabilities as a result of its acquisition of Wachovia.
   
• CSR, in obtaining settlements totaling more than A$280 million (approximately $222 million) in asbestos insurance coverage litigation against more than 60 insurers worldwide.
   
• First Manhattan, in a landmark Second Circuit decision holding that the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) does not pre-empt state corporation law.
   
• the Canadian government, as amicus curiae, in connection with the appeal by a Canadian company, Teck Cominco, to the U.S. Court of Appeals for the Ninth Circuit. Canada took the position that disputes concerning discharges by Teck Cominco in Canadian waters should be resolved at the sovereign level by Canada and the United States, rather than by a suit against Teck Cominco in the United States under CERCLA.
   
• Andalex, in obtaining judgment in its favor in CERCLA litigation alleging Andalex’s liability on alter ego and successor liability theories.
   
• Inco, in connection with environmental claims against it at various sites, environmental coverage litigation and environmental indemnity litigation.
   
• Mack Trucks, in connection with the litigation and settlement of EPA claims pertaining to alleged violations of engine exhaust emissions.

Sullivan & Cromwell is committed to fostering a diverse and inclusive work environment. We believe that diversity is vital to the Firm’s ability to provide our clients with the highest level of service. Accordingly, the Firm’s culture and policies value the unique abilities and perspectives of every individual and support diversity in its broadest sense, including race, gender, ethnicity, sexual orientation, gender identity, gender expression, disability and religious affiliation. 

The Firm’s Diversity Committee, which is charged with assisting in the development of a diverse and inclusive workforce, is comprised of lawyers who hold positions of leadership and influence within the Firm. A member of the Firm’s Management Committee co-chairs the Diversity Committee. Other members of the Diversity Committee include the Firm’s senior chairman, practice group managing partners, hiring partners, assigning partners, chairs of the Firm’s associate affinity networks, and chairs of the Women’s Initiative Committee. The Firm also has a Diversity Management Department (“DMD”), which is charged with developing, implementing and coordinating the Firm’s diversity and inclusion initiatives, events and programs. Realizing the importance of an integrated approach, the DMD works closely with our Recruiting, Professional Development and Legal Personnel Departments to monitor the effectiveness of our extensive diversity initiatives and programs to further the Firm’s mission.

This ongoing commitment has led to great results, including the increased diversity of our partnership. As of January 1, 2013, the Firm had elected thirty-nine partners worldwide in the prior six years; of these thirty-nine partners, thirteen are women, eleven are minorities, and one is openly gay.

In its most recent rankings, Vault listed S&C as among the “20 Best Law Firms for LGBT Diversity.” In addition, MultiCultural Law magazine has named S&C to its annual lists of the “Top 100 Law Firms for Women” and “Top 100 Law Firms for Diversity” for several years, including most recently in 2012. Click here for Diversity Recognitions.

In addition, our lawyers have diverse backgrounds; they speak over 30 languages fluently and they come from approximately 40 different countries and 150 different law schools.