Sullivan and Cromwell

Sullivan & Cromwell LLP is an American multinational law firm headquartered in New York City. Known as a white-shoe firm, Sullivan & Cromwell is recognized as a leader in business law, and is known for its impact on international affairs, such as the financing of the Panama Canal. The firm handles high profile work such as complex mergers and acquisitions, securities litigation, and white-collar defense and government investigations. It is one of the most profitable law firms in the world, with 2021 profits per partner exceeding $6 million and profits per lawyer exceeding $1.3 million.

History

Founded in 1879 by Algernon Sydney Sullivan and William Nelson Cromwell, Sullivan & Cromwell advised John Pierpont Morgan during the creation of Edison General Electric (1882) and later guided key players in the formation of U.S. Steel (1901)."Giant Steel Trust Launched at Last: Will be Known as the United States Steel Corporation," The New York Times, February 26, 1901 Cromwell developed the concept of a holding company, persuading New Jersey to include it in state law and enabling companies incorporating there to avoid antitrust laws.Harnessing the Growth of Corporate Capitalism: Sullivan & Cromwell and its influence on late Nineteenth-century American business,”
by Jason Weixelbaum; paper posted December 25, 2010 The firm also worked with less-successful businesses during the volatile decades before the establishment of modern federal bankruptcy laws; it pioneered efforts to reorganize insolvent companies through what became known as the "Cromwell plan." Cromwell was called "the physician of Wall Street" for his ability to rescue failing companies.Sullivan & Cromwell, pag
"Columbia Law School"
/ref>“Sullivan & Cromwell History,”
at FundingUniverse.com

The post-World War I era saw an expanded need for financing. Sullivan & Cromwell designed many of the equity and debt agreements used during this period, including 94 loan agreements to European borrowers during one seven-year period. The firm's business expanded substantially during the 1930s, when it began to represent companies facing increased regulation and became for a time the world's biggest law firm. During the Great Depression and its aftermath, the firm litigated in the newly emerging fields of shareholder derivatives, antitrust actions, federal income tax law, and registration under the Securities Act of 1933. The firm developed the first major registration statement under the Securities Act of 1933Filing registration with the Securities & Exchange Commission on behalf of the Southern California Edison Company, Ltd., of Los Angeles, Calif., for an issue of refunding mortgage bonds, April 1, 1935; filing accessed via LexisNexis and influenced the development of tax law in the mutual fund industry.Review by Marie Morris of A Lawyer's Life: Deep in the Heart of Taxes, by Edwin S. Cohen. Federal Lawyer, September 1995, page 1

Sullivan & Cromwell performed the legal work for the Ford Motor Company's $643 million offering in 1956, the biggest ever to that date. Evolving business trends continued to be reflected in the firm's organization; a banking practice was formed in 1968, and a mergers and acquisitions unit was established in 1980, as M&A began to accelerate. By the middle of that decade, the M&A unit generated a third of the firm's revenue.

International practice

The firm's international practice dates back to its early years and the development of America's industrial and transportation infrastructure. Sullivan & Cromwell represented European bankers financing the construction of railroads and other elements of the nation's infrastructure. By the turn of the century, Cromwell represented French interests that owned land in Panama and was involved in the financing of the Panama Canal; the firm represents the Panama Canal Authority to this day.“Development and implementation of a risk model and contingency estimation for the Panama Canal Expansion Program,”
prepared by Angie Hanily (ODP), Patricia Alvarado (FMXR) and Ricardo Ungo (FMP), March 2006

Sullivan & Cromwell was one of the earliest U.S. firms to open overseas offices,Top Law Schools

/ref> beginning with Paris in 1911. By 1928, offices also were open in Buenos Aires and Berlin. In 1935, Allen Dulles, then a partner in the firm and later Director of Central Intelligence, visited Germany and returned somewhat disturbed by the direction of the regime. Over the sole opposition of Allen's brother and fellow partner, John Foster Dulles, the firm's partners voted in 1935 to close the Berlin office and a subsidiary in Frankfurt. However, later the firm backdated the announcement of the closing of their German offices by one year, to 1934.The Secret War: The Office of Strategic Services in World War II, edited by George C. Chalou. Chapter "From Hitler's Doorstep: Allen Dulles and the Penetration of Germany," by Neal H. Petersen; National Archives and Records Administration, 1992 Under Foster Dulles, the firm had helped the regime's arms buildup effort by including the German company I.G. Farben into an international nickel cartel, which included American, Canadian, and French producers.

Two former chairmen of the firm held senior foreign policy positions during the Eisenhower administration: John Foster Dulles, who served as U.S. Secretary of State; and Arthur Dean, who represented the United States in negotiations resulting in the Korean Armistice Agreement.“Arthur H. Dean, Envoy to Korea Talks, Dies at 89,”
by Albin Krebs, The New York Times, December 1, 1987

Notable clients and cases

* Advised Kraft Foods in 2015 during its $55 billion merger with Heinz, making the combined Kraft Heinz North America's third-largest food and beverage company.“Deals of the Year: Heinz / Kraft,”
by Chris Johnson, The American Lawyer, March 28, 2016
* Represented BP in its global $18.7 billion settlement in the 2010 Deepwater Horizon oil spill. The firm continues to represent BP in related securities and class action suits.“BP Settlement Puts a Value on Clarity,”
by Ed Crooks and Christopher Adams, Financial Times, July 2, 2015
* Advised AT&T in its acquisition of DirecTV in a $67 billion transaction in 2014.“Advisers behind the Deal for DirecTV,”
by Michael J. De La Merced, The New York Times, May 19, 2014“$48B AT&T DirecTV Merger Gets Federal Go-Ahead,”
by Melissa Lipman, Law 360, July 24, 2015
* Advised a special directors' committee of Dole Food Company during the effort by major shareholder David Murdock to take the company private in 2013, together with related follow-up litigation.“How Dole's ex-general counsel cost his boss (and himself) $148 million,”
by Alison Frankel, Reuters, August 28, 2015“M&A MVP: Sullivan & Cromwell's Alison Ressler,” by Benjamin Horney, Law 360, December 2, 2014
/ref>
* Beginning in 2011, advised Kodak during its Chapter 11 bankruptcy restructuring and subsequent reemergence as a public company.“With Kodak Bankruptcy, a First for Sullivan & Cromwell,”
by Brian Baxter, The American Lawyer

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