Sullivan & Cromwell LLP

Corporate governance and shareholder activism represent increasingly complex and critical areas of focus for public companies including corporations and financial services firms. Boards of directors have been under pressure from shareholders and proxy advisory firms to take good governance actions, but they must also ensure that their governance structure allows them to deal with takeover attempts or other activist campaigns in a manner that protects long-term shareholder value.

This is especially true in the case of financial services companies, for which governance issues are frequently associated with the regulatory, enforcement and litigation challenges the sector has been facing since the financial crisis. Sullivan & Cromwell has a particularly strong understanding of corporate governance requirements, practices and trends in the financial services sector. The Firm counsels boards and companies on all facets of corporate governance, both within and outside the context of a particular activist campaign, taking into account the company’s specific circumstances and goals.

In recognition of the importance of good corporate governance in the banking system, the Clearing House, an association comprised of some of the world’s largest commercial banks, developed, working in conjunction with S&C, its Guiding Principles for Enhancing Banking Organization Corporate Governance. These principles focus on the role of the board of directors as a cornerstone of the governance structure.

Shareholder Engagement and Disclosure
The ability and willingness of shareholders to influence corporate management and structure have steadily increased for more than a decade. S&C offers broad experience and insight to assist clients in effectively engaging with shareholders and addressing their concerns.

Compliance
S&C helps clients achieve compliance with governance and disclosure requirements. Clients rely on the Firm’s expertise in analyzing:

• director independence issues;
• board committee practices, including audit, compensation, corporate governance, nominating and risk committees;
• related-party transactions;
• director fiduciary duties;
• proxy disclosure; and
• crafting charter and bylaw provisions.

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.