Sullivan & Cromwell LLP

Since the explosion of M&A transactions in the late 1970s, Sullivan & Cromwell has represented clients in every type of litigation arising out of such transactions.
 
The Firm has handled hostile takeover litigation and shareholder class and derivative actions in every conceivable takeover-related setting, including actions related to disclosure, defensive-measure and going-private transactions.
 
S&C has also defended special committees and handled regulatory matters relating to M&A transactions involving antitrust, insider trading, and disclosure issues.
 
From advice on deal structure to victory at trial, the Firm’s formidable litigation experience in M&A transactions provides essential support to its M&A clients.

SELECTED REPRESENTATIONS

Some of S&C’s recent experience with M&A litigation includes representations of:

• Activision, in representing its chairman and chief executive officer and a partnership in which they were investors, in Delaware Chancery Court involving a transaction in which Vivendi disposed of its controlling stake in Activision.  The transaction closed after the defendants’ expedited appeal to the Delaware Supreme Court resulted in a reversal of the Chancery Court’s preliminary injunction.
   
• Amgen, in litigation relating to numerous acquisitions, including its recent acquisitions of Onyx Pharmaceuticals and Micromet. In the Micromet litigation, S&C defeated plaintiffs’ motion for a preliminary injunction, which was decided by the Delaware Chancery Court shortly before the transaction was scheduled to close.
   
• Amylin, in expedited litigation in Delaware Chancery Court, and later in an appeal to the Delaware Supreme Court, relating to a proxy contest.
   
• Apollo (Mauritius) Holdings, Apollo Tyres and Apollo Acquisition, in an expedited trial in Delaware Chancery Court regarding their proposed $2.5 billion merger with Cooper Tire & Rubber Company. Cooper claimed that Apollo had breached the parties’ merger agreement and, among other relief, sought specific performance to compel Apollo to close the merger before Cooper was able to file its third-quarter financial statements and after a series of disruptions including Cooper’s loss of control of its largest subsidiary. After a three-day trial—held about one month after Cooper filed its complaint—the court found that Apollo had not breached the merger agreement and, accordingly, that Cooper was not entitled to specific performance.
   
• AT&T, in class-action litigation in California Superior Court relating to its pending acquisition of Leap Wireless.
   
• Dole, as counsel to members of its board’s special committee, in Delaware and California over David Murdock’s buyout. S&C successfully persuaded the court in California to stay the litigation in favor of Delaware and persuaded the chancery court to deny plaintiffs’ motion for expedition, which allowed the transaction to close following a stockholder vote.
   
• CIM REIT, in litigation in Texas state court involving derivative and class claims challenging a merger with PMC Commercial Trust. The case was settled on terms that resulted in the plaintiffs’ agreeing to vote in favor of the transaction.
   
• Cole Holdings, in shareholder derivative litigation relating to the purchase by a Maryland Real Estate Investment of its adviser. The Maryland Estate Court granted Cole’s motion to dismiss.
   
• Collective Brands, the owners of Payless Shoesource and brands such as Keds, Sperry Topsider, Stride Rite and Saucony, in a stockholder class-action litigation brought in Delaware and Kansas by investors seeking to block Collective Brands’ proposed sale to Wolverine World Wide. Collective Brands completed its sale in October 2012, and the litigation was successfully resolved with a settlement favorable to Collective Brands.
   
• Fox-Pitt Kelton and J.C. Flowers, in derivative litigation that arose out of Bank of America’s 2008 acquisition of Merrill Lynch. Fox-Pitt Kelton and J.C. Flowers, which acted as Bank of America’s financial advisers, were charged with violating Section 14(a) of the Securities Exchange Act of 1934 and state-law claims for breach of fiduciary duty, professional negligence, and aiding and abetting a breach of fiduciary duty. In August 2010, the court granted S&C’s clients’ motion to dismiss in its entirety.
   
• IntercontinentalExchange, in class actions in Delaware and New York brought by NYSE stockholders arising out of the NYSE’s acquisition by ICE for a total of approximately $8.2 billion. S&C successfully obtained a stay of the New York litigation in favor of the Delaware action, and shortly thereafter the Delaware court denied a preliminary injunction motion. The plaintiffs thereafter voluntarily dismissed the cases.
   
• Kynetic, and its owner Michael Rubin, in Massachusetts state court over claims brought by former shareholders of Rue La La (a company purchased by Kynetic) for breach of contract.
   
• Tokio Marine Holdings, in a shareholder class-action litigation in the Delaware Chancery Court arising from Tokio Marine’s acquisition of Delphi Financial Group, a leading financial services holding company conducting specialty life and property and casualty insurance and insurance-related businesses, for approximately $2.7 billion. S&C successfully defeated a preliminary injunction motion and achieved a favorable settlement for Tokio Marine.

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.