Since the enactment of the Investment Company Act of 1940, Sullivan & Cromwell has been one of the leading legal advisers to the investment management industry. We represent numerous public and private companies and their advisers on the full range of “40 Act” issues. For more than 60 years S&C has been counsel to the Investment Company Institute, the association of nearly all U.S. investment companies.

Sullivan & Cromwell is counsel to funds, fund managers, independent directors and fund underwriters for open- and closed-end funds and private investment funds. The Firm is actively involved in helping new participants to enter the investment management industry, directly through the establishment of affiliated funds and indirectly through the acquisition of management companies.

S&C represented one or another party in substantially all of the major bank and investment bank financings, restructurings and government capital infusions, including those involving AIG, Bear Stearns, Lehman, Washington Mutual and Wachovia, and acted for Goldman Sachs in its conversion into a bank holding company. In addition, the Firm acted as Investment Company Act counsel in the creation by J.P. Morgan, the Federal Reserve Bank of New York and others of the Money Market Investor Funding Facility (MMIFF) to provide liquidity to money market funds.

S&C regularly acts as counsel to buyers and sellers in mergers and acquisitions involving investment management companies and financial institutions where the asset management businesses are important drivers of the transaction.

Recent Investment Management practice highlights include:

• Representation of mutual funds, independent directors and investment managers in all facets of business affairs and regulation, including:
  
  
  • Acting as counsel to funds/independent directors of numerous registered mutual funds and closed-end funds, including those of: AllianceBernstein Funds, BBH Funds, Fidelity Fixed Income and Asset Allocation Funds, JPMorgan Funds, Pioneer Funds, Prudential Mutual Funds and Reich & Tang Funds;
  • Contested elections of directors involving closed-end investment companies ASA Limited, New Germany Fund and Tricontinental Corp.;
  • Seligman Funds and independent directors with respect to the sale of J&W Seligman & Co. to Ameriprise Financial and RiverSource;
  • Vanguard Funds and certain Vanguard Funds trustees in RICO litigation (dismissal); and
  • Acting as counsel to independent directors of Delafield Fund in acquisition of assets by Tocqueville Trust.

• Substantial transactions/projects include representing:
  
  
  • the Board of Directors of Allied Capital Corporation in its acquisition by Ares Capital Corporation (2010);
  • Crédit Agricole S.A. (France) in its $8.7 billion combination of asset management businesses with Société Générale (France) – creating the fourth-largest asset manager in Europe and the ninth-largest on a global basis (2009);
  • Aquiline Capital Partners LLC (U.S.) in its acquisition of Conning & Company, Inc. (U.S.) (2009);
  • Barclays plc (U.K.) in the binding offer from BlackRock, Inc. (U.S.) for the purchase of the Barclays Global Investors business for a consideration of approximately $13.5 billion (2009);
  • H&R Block, Inc. (U.S.) in the $315 million sale of H&R Block Financial Advisors (U.S.) to Ameriprise Financial Inc. (U.S.) (2008); and
  • Allianz SE (Germany) in its $2.5 billion acquisition of Hartford Financial Services Group Inc. (U.S.) (2008).

• Representation of hedge funds, including advice for clients such as Citadel Group, Tudor Investment Corp. and Och-Ziff Capital Management. The Firm has also advised several hedge fund principals on investments in hedge fund ventures and on personal estates matters relating to these investments and has served as counsel to hedge fund groups undergoing investigations by government agencies. Other representations include:
  
  
  • Representing Occidental Petroleum Corporation (U.S.) in its pending acquisition of Phibro LLC (U.S.) with regard to Phibro’s arrangements with its related hedge funds and will assist in Occidental’s ongoing consideration of restructuring the interest in the hedge funds. S&C also provided advice on European antitrust aspects and U.K. Financial Services Authority issues;
  • Counsel to the private-sector Asset Managers’ Committee of the President’s Working Group on Financial Markets in the development of best practices guidelines for hedge funds;
  • Counsel to Citadel Group in its acquisition of the energy trading book of Amaranth LLC and in its acquisition of Sentinel Management Group’s asset portfolio;
  • Counsel to U.S. hedge funds in their dealings with U.S. and international regulatory and legislative issues;
  • Advice to Prime Brokerage clients regarding their dealings with hedge funds; and
  • Advice to Guggenheim Partners in its structuring of hedge fund indexed products and its development of onshore and offshore hedge funds.