Sullivan & Cromwell

Sullivan & Cromwell LLP is an American multinational law firm headquartered in New York City. It is one of the most profitable law firms in the world, with 2021 profits per partner exceeding $6 million[7] and profits per lawyer exceeding $1.3 million.[8]

Sullivan & Cromwell LLP
Sullivan & Cromwell
Headquarters125 Broad Street
New York, NY 10004
United States
No. of offices13 total, 9 international
No. of attorneys792 (2015)[1]
Major practice areasGeneral practice
Key people
RevenueIncrease $1.765 billion (2021)[6]
Date founded1879
FounderAlgernon Sydney Sullivan
William Nelson Cromwell
Company typeLimited liability partnership
Websitesullcrom.com

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).[9] 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.[10] 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."[10] Cromwell was called "the physician of Wall Street" for his ability to rescue failing companies.[11][12]

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.[12] 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.[12] 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[13] and influenced the development of tax law in the mutual fund industry.[14]

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.[12]

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.[15]

Sullivan & Cromwell was one of the earliest U.S. firms to open overseas offices,[16] 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.[17] 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.[18]

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.[19]

Controversies

1954 Guatemala coup d'état

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, as well as Secretary of State John Foster Dulles, and his brother, CIA director Allen Dulles, both alumni of the firm, to depose the democratically elected President of Guatemala, Jacobo Arbenz.[20][21]

Insider trading

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.[22] 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.[22][23][24]

Tobacco companies

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.[25]

Notable employees

See also

References
  1. Sullivan & Cromwell LLP Law Firm Profile, The American Lawyer
  2. "Sullivan & Cromwell Faces Fight Over Tax Bill for Wall Street HQ". news.bloomberglaw.com. Retrieved 2020-08-13.
  3. January 06, Christine Simmons |; AM, 2020 at 05:30. "Elite Law Firms Are Quietly Outsourcing High-Value Functions. How Far Will They Go?". The American Lawyer. Retrieved 2020-08-13.
  4. Rubin, Gabriel T. (2020-02-28). "Democrats Give Cold Shoulder to Big Wall Street Donor". Wall Street Journal. ISSN 0099-9660. Retrieved 2020-08-13.
  5. "(Virtual) Things to Do, June 5-12, 2020". Cornell Chronicle. Retrieved 2020-08-13.
  6. "The 2022 Am Law 100: Ranked by Gross Revenue". Law.com.
  7. "The 2022 Am Law 100: Ranked by Profits per Equity Partner". Law.com.
  8. "The 2022 Am Law 100: Ranked by Profits per Lawyer". Law.com.
  9. "Giant Steel Trust Launched at Last: Will be Known as the United States Steel Corporation," The New York Times, February 26, 1901
  10. 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
  11. Sullivan & Cromwell, page "Columbia Law School"
  12. “Sullivan & Cromwell History,” at FundingUniverse.com
  13. Filing 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
  14. 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
  15. “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
  16. Top Law Schools, Sullivan & Cromwell profile
  17. 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
  18. Kinzer, Stephen (2013-10-01). The Brothers: John Foster Dulles, Allen Dulles, and Their Secret World War. Macmillan. ISBN 978-1-4299-5352-8.
  19. “Arthur H. Dean, Envoy to Korea Talks, Dies at 89,” by Albin Krebs, The New York Times, December 1, 1987
  20. Stephen., Kinzer (2005-01-01). Bitter fruit : the story of the American coup in Guatemala. Harvard University, David Rockefeller Center for Latin American Studies. ISBN 9780674019300. OCLC 948387106.
  21. Immerman, Richard H. (1982). The CIA in Guatemala: The Foreign Policy of Intervention. Austin, Texas: University of Texas Press. ISBN 978-0292710832.
  22. "Insider trading and suicide in Canada: a buddy story"
  23. Ex-Dorsey Partner Kills Himself on Eve of Insider Trading Deal
  24. PressReader - National Post (Latest Edition): 2010-01-08 - PRISON FOR INSIDE TRADER
  25. "Five Firms Light Up with $11.7 Billion Tobacco Merger". amlawdaily.typepad.com. Retrieved 2021-04-11.
  26. "Corporate America isn't welcoming former Trump Cabinet officials with open arms, headhunters say". The Washington Post. 2021.
  27. Stephen Kinzer (2013). The Brothers: John Foster Dulles, Allen Dulles, and Their Secret World War. New York: Times Books. ISBN 978-0805094978.

Further reading
  1. White Shoe: How a New Breed of Wall Street Lawyers Changed Big Business and the American Century, by John Oller, Penguin Random House, 2019. ISBN 978-1524743253
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