Sullivan & Cromwell

Sullivan & Cromwell LLP is an international white-shoe law firm headquartered in New York City. The firm is recognized as a leader in business law[6] and is known for its impact on international affairs.[7][8] Chambers USA ranks many of its practices at the top of the elite category, including mergers and acquisitions, general commercial litigation, securities litigation, and white-collar crime and government investigations.[9] It is one of the most profitable law firms in the world, with 2020 profits per partner exceeding $5 million.[10]

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).[11] 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.[12] 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."[12] Cromwell was called[by whom?] "the physician of Wall Street" for his ability to rescue failing companies.[13][14]

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.[14] 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.[14] 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 1933[15] and influenced the development of tax law in the mutual fund industry.[16]

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.[14]

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.[17]

Sullivan & Cromwell was one of the earliest U.S. firms to open overseas offices,[18] 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.[19] 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.[20]

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.[21]

Sullivan & Cromwell's involvement in the 1954 coup d'état in Guatemala is documented. At the time, the firm represented the United Fruit Company (UFC), which had major holdings in Guatemala. UFC used its lobbying power, through the firm and through other means, to convince President Eisenhower and Secretary of State John Foster Dulles, an alumnus of the firm himself, to depose the democratically elected President of Guatemala, Jacobo Arbenz.[44][45]

In 2008, police uncovered an insider trading conspiracy involving a former Sullivan & Cromwell attorney; Toronto Dorsey & Whitney partner Gil Cornblum had discovered inside information at both Sullivan & Cromwell and Dorsey and, with his co-conspirator, a former lawyer and Cornblum's law school classmate, was found to have gained over $10 million in illegal profits over a 14-year span.[46] Cornblum committed suicide by jumping from a bridge as he was under investigation and shortly before he was to be arrested but before criminal charges were laid against him, one day before his alleged co-conspirator pleaded guilty.[46][47][48]

Sullivan & Cromwell has worked on behalf of tobacco companies. In 2008, the law firm advised on a merger on the tobacco companies Altria and UST.[49]