Founded in 1879 by Algernon Sydney Sullivan and William Nelson Cromwell, Sullivan & Cromwell has served many of the world’s foremost industrial, commercial and financial enterprises.
Sullivan & Cromwell’s relationships with leading companies go back to its earliest days. The firm 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). The firm was an innovator in corporate organization; 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.
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 himself was called “the physician of Wall Street” for his ability to rescue failing companies.
The post-World War I era saw an expanded need for financing, both for the decade’s rapidly growing corporations and for governments that had borrowed heavily during the war. Sullivan & Cromwell designed many of the equity and debt agreements used during this period, including 94 loan agreements to European borrowers alone 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 1933 and influenced the development of tax law in the mutual fund industry.
Changing political and regulatory trends continued to influence the firm’s business. Federal antitrust measures against utility companies in the 1930s and investment banks in the 1950s generated substantial business, as did increasing use of public offerings; 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 acquisition 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.
Like its focus on business and commercial law, 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. This expansion quickly became global in scope: By the turn of the century, William 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.
Sullivan & Cromwell was one of the earliest U.S. firms to open overseas offices, beginning with Paris in 1911, and this further raised the profile of the firm’s international practice. By 1928, offices also were open in Buenos Aires and Berlin, although the latter closed after the rise of the Nazi regime. In 1935, Allen Dulles, then a partner in the firm and later Director of Central Intelligence, visited Germany and returned greatly disturbed by the direction of the regime. He advised that the firm should close its Berlin office, and the partners eventually voted to close it.
The international profile of Sullivan & Cromwell was raised further by the participation in foreign affairs of members of the firm. In addition to Allen Dulles, these included two former chairmen of the firm who held senior foreign policy positions during the Eisenhower administration: Allen Dulles’ brother, 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.
Notable clients and cases
Advised Kraft Foods Group in 2015 during its $55 billion merger with H.J. Heinz Holding Corporation, making the combined Kraft Heinz North America’s third-largest food and beverage company.
Represented BP plc 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.
Advised AT&T in its acquisition of DIRECTV in a $67 billion transaction in 2014.
Advised a special directors’ committee of Dole Food Company Inc. during the effort by major shareholder David Murdock to take the company private in 2013, together with related follow-on litigation.
Beginning in 2011, advised Kodak during its Chapter 11 bankruptcy restructuring and subsequent reemergence as a public company. The transaction was named Technology, Media, Telecom Deal of the Year (over $1 billion) by M&A ADVISOR and Turnaround of the Year: Mega Company, by the Turnaround Management Association.
Served as national coordinating counsel for German automaker Volkswagen Group in connection with the settlement of multidistrict litigation arising from the company’s emissions violations. The settlement built upon Sullivan & Cromwell’s earlier representation of Porsche SE (a majority shareholder in Volkswagen), which set precedents on cross-border securities litigation.
Represented Ferrari S.p.A and its principal shareholder in an initial public offering, part of nearly $370 billion worth of equity and debt offerings in which Sullivan & Cromwell represented issuing companies during 2015.
Represented Los Angeles Dodgers co-owner Frank McCourt in the $2.15 billion Chapter 11 bankruptcy sale of the team to Guggenheim Baseball Management.
Represented Barclays in investigations regarding manipulation of the London interbank offered rate (LIBOR) and manipulation of the foreign exchange market.
Represented a number of leading commercial and investment banks, asset managers and other companies in transactions during and after the financial crisis of 2008, including Bear Stearns, Lehman Brothers, Fannie Mae, American International Group (AIG), Wachovia, National City and Barclays.
Represented Cory Maples on a pro bono basis in the appeal of his murder conviction. The firm missed a deadline in Maples' death row appeal after the two attorneys handling the case left the firm without notifying the court in Alabama. A ruling on a denial petition was sent to Sullivan & Cromwell. However, the mailroom returned the envelopes to the court. In the 2012 Supreme Court case Maples v. Thomas, Justice Ruth Bader Ginsburg wrote: "Abandoned by counsel, Maples was left unrepresented at a critical time for his state post-conviction petition, and he lacked a clue of any need to protect himself pro se. In these circumstances, no just system would lay the default at Maples' death-cell door."
Individuals who have worked at Sullivan & Cromwell include:
M. Bernard Aidinoff, partner and chairman of Section of Taxation of the American Bar Association
Ann Althouse, blogger and professor of law
Louis Auchincloss, writer
Michael Bryant
Jay Clayton, President Donald Trump's selection to chair the U.S. Securities and Exchange Commission
Amal Clooney
Norris Darrell, president, American Law Institute
Lori Damrosch, president, American Society of International Law
Florence Davis, president of the Starr Foundation
Arthur Dean
Allen Welsh Dulles, Director of Central Intelligence (1953-1961)
John Foster Dulles, U.S. Secretary of State (1953-1959)
Ronald Dworkin, philosopher and law professor
Judith Kaye, chief judge of the New York Court of Appeals
Robert MacCrate, counsel to New York Governor Nelson D. Rockefeller, special counsel to the Department of the Army for its investigation of the My Lai Massacre
Keith Rabois
Harlan Fiske Stone, Chief Justice of the United States
Peter Thiel, technology entrepreneur, venture capitalist and co-founder of Paypal
Joseph Tsai, vice chairman of Alibaba Group
Mark Wiseman, Head of Global Active Equity and Chairman of the Global Investment Committee, BlackRock; former president & chief executive officer, Canada Pension Plan Investment Board
Adrienne Harris, Special Assistant to the President for Economic Policy
Stacey Friedman, General Counsel, JPMorgan Chase & Co.
Paul Mahoney, former dean, University of Virginia Law School
New York, United States (1879)
Paris, France (1911; re-opened 1962, after wartime closure)
London, United Kingdom (1972)
Washington, D.C., United States (1977)
Melbourne, Australia (1983)
Los Angeles, United States (1984)
Tokyo, Japan (1987)
Hong Kong (1992)
Frankfurt, Germany (1995)
Beijing, China (1999)
Palo Alto, United States (2000)
Sydney, Australia (2001)
Rankings and awards
Received 39 total practice rankings in the 2016 edition of Chambers USA: America’s Leading Lawyers for Business, including 28 in the top two bands; also received 105 total lawyer recommendations in the directory, with a total of 70 partners ranking
Listed as a top law firm in 11 categories in the 2016 edition of Chambers Europe, including five in the top two bands, with 18 total recommendations in the directory
Listed as a top law firm in nine categories in the 2016 edition of Chambers Asia-Pacific, including four rankings in the top two bands; firm attorneys received 11 total recommendations in the directory
Ranked highly in several key categories on Thomson’s First Quarter 2016 Global Capital Markets Legal Counsel League Tables, including #1 in the United States in 14 separate categories of equity or debt issuance
Ranked highly in several key categories on Bloomberg’s First Quarter 2016 Global Capital Markets Legal Counsel League Tables, including in the top two in 12 separate bond issuance classes
Honored by Best Lawyers in America for having 90 attorneys listed on the publication’s 2017 list, with four Sullivan & Cromwell attorneys being named “Lawyer of the Year”
Ranked highly in two important categories on Thomson’s 2015 Global Syndicated Loans Legal Counsel League Tables
Ranked first or second in nine categories in Bloomberg’s 2015 Capital Markets Legal Counsel League Tables
Ranked among the top 10 in three categories on Bloomberg’s 2015 Loans Legal Counsel League Tables, including #2 as legal adviser to borrowers in U.S. Loans
Ranked highly in several key categories on Thomson’s 2015 Global Capital Markets Legal Counsel League Tables, including ranking in the top three in 14 categories of capital markets issuance
Recognized by The American Lawyer’s Global Legal Awards for its work in M&A, including being named as one of the firms awarded Global M&A Deal of the Year: Grand Prize winner, for its role in AB InBev’s acquisition of SABMiller
Named one of America’s Best Corporate Law Firms in the 16th annual “Law in the Boardroom” study conducted by NYSE Governance Services and FTI Consulting, Inc.; ranked third on the 2016 National Law Firm Directors’ Rankings, up from fourth place in 2015
Named a Diversity Leader by Profiles in Diversity Journal in its Winter 2016 issue, reflecting the firm’s having aligned diversity initiatives with business goals
Cited for the 10th consecutive year by The Dave Thomas Foundation for Adoption as one of the nation’s “Best Adoption-Friendly Workplaces”
During 2015, Sullivan & Cromwell attorneys spent 64,000 hours on pro bono work intended to benefit individuals, charitable organizations and government agencies, especially those serving indignant defendants and nonprofit organizations. The efforts are coordinated through a Pro Bono Practice led by a special counsel, and currently include support for New York State Chief Judge Jonathan Lippman’s Permanent Commission on Access to Justice and a Federal Defenders secondment program.
Sullivan & Cromwell has been recognized for its pro bono activities, receiving a “Pro Bono Leadership Award” from Legal Services NYC in 2016 and ranked by Law360 as being among the Top 20 Pro Bono Law Firms in 2015.
Algernon Sydney Sullivan, 1879-1887
William Nelson Cromwell, 1887-1900
Alfred Jaretzki, 1900-1915
Royall Victor, 1915-1926
John Foster Dulles, 1926-1949
Arthur H. Dean, 1949-1972
William Ward Foshay, 1972-1979
John R. Stevenson, 1979-1987
John E. Merow, 1987-1994
Ricardo Mestres, 1995-2000
H. Rodgin Cohen, 2000-2009
Joseph C. Shenker, 2009-present
Sullivan & Cromwell's involvement in the 1954 coup d'etat in Guatemala is well documented. At the time the firm represented the United Fruit Company (UFC) which had vast 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 alumni of the firm himself, to depose the democratically elected President of Guatemala, Jacobo Arbenz.
