The Firm advises companies, boards of directors, compensation committees, management teams and individual executives.
S&C's advice comprises the range of compensation and benefit arrangements in extraordinary corporate events, including mergers and acquisitions, joint ventures, IPOs, bankruptcies and leveraged buyouts in transition and succession planning. The Firm also advises on corporate governance, securities, disclosure and tax considerations.
More than 20 executive compensation group lawyers work closely with members of the Firm's General Practice and Tax groups when special expertise might be needed.
Executive compensation and other “social issues” are often the most critical and highly negotiated aspects of a transaction. The Firm relies on its expertise in mergers and acquisitions activity, including negotiation of postmerger management structure and employment terms, implementation of new plans and evaluation of future benefit plan liabilities.
S&C advises clients on the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on executive compensation. The Group also collaborates with the Firm's labor and employment litigators to assist clients with a range of employment issues that confront today's businesses.
Employee Benefit Plans
Group lawyers also deploy extensive experience in the design and implementation of tax-qualified employee benefit plans and in advising on related compliance and fiduciary matters under the Employee Retirement Income Security Act and the Internal Revenue Code. The practice includes ongoing advice to plan sponsors and advice on plan termination, mergers and other transitional issues that arise in the transactional context.
SELECTED REPRESENTATIONSRecent Sullivan & Cromwell executive compensation experience as counsel to companies includes representations of:
- AirTran Holdings, in connection with its $3.4 billion acquisition by Southwest Airlines.
- AkzoNobel, in the $1.05 billion sale of its North American Decorative Paints business to PPG Industries.
- Ares Capital Management and Teachers’ Private Capital, the private investment arm of the Canadian pension fund Ontario Teachers’ Pension Plan Board, in their $760 million acquisition of Simmons out of bankruptcy.
- AT&T, in its $780 million acquisition of the domestic retail wireless business of Atlantic Tele-Network.
- BHP Billiton, in its $15.1 billion acquisition of Petrohawk Energy.
- BP, in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache.
- Bucyrus International, in its $8.6 billion sale to Caterpillar.
- Cablevision, in its spin-off of Madison Square Garden.
- Chrysler Group, with respect to ongoing benefit plan and employee transfer issues, as well as with respect to Troubled Asset Relief Program restrictions and compensation arrangements.
- Collective Brands, in its acquisition by a consortium of Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital for $2 billion.
- Fiat, in its acquisition of Chrysler out of bankruptcy.
- IMS Health, in its $5 billion acquisition by investment funds managed by TPG Capital and Canada Pension Plan Investment Board.
This acquisition was the largest announced private equity buyout of the year.
- IPC Holdings, in its $1.7 billion sale to Validus Holdings, which was initiated as a hostile transaction.
- InBev, in its $60.8 billion acquisition of Anheuser-Busch.
- Medco Health Solutions, in its $29.1 billion merger with Express Scripts.
- Priceline.com, in its $1.8 billion acquisition of KAYAK Software.
- Reed Elsevier, in its $4.1 billion acquisition of ChoicePoint.
- Rhône Capital, in its $1.35 billion acquisition of CSM’s bakery supplies business.
- Rio Tinto, in the $1.2 billion sale of the U.S. packaging business of its Alcan Packaging unit to Bemis and $2.4 billion sale of the majority of its Alcan Packaging unit to Amcor.
- Silver Lake Partners, as the leader of an investor consortium, in the $2.75 billion acquisition of a 65 percent interest in Skype Technologies from eBay.
- Skype Technologies, in its $8.5 billion sale to Microsoft.
- AIG, in the sale of 100 percent of its subsidiaries operating in El Salvador, Guatemala, Honduras and Panama to Grupo ASSA for an undisclosed sum.
- AIG, in connection with its $91 million restructuring and its $16.2 billion sale of ALICO to MetLife, which spans more than 50 non-U.S. jurisdictions.
- Ally Financial, in connection with the ongoing divestiture process of its international operations.
- Barclays, in the $15.2 billion sale of Barclays Global Investors to BlackRock.
- Bankia, in its approximately $947 million sale of its subsidiary, City National Bank of Florida, to Banco de Crédito e Inversiones.
This transaction marks the first time that a Chilean bank has purchased a U.S. bank and was recognized as “South America Deal of the Year” by M&A Atlas and “Outbound Investment Deal of the Year” by Latin Lawyer.
- Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group, in the $2.9 billion acquisition of publicly owned shares of UnionBanCal.
- BBVA, in connection with the ongoing divestiture process of its international operations.
- Commerce Bancorp, in its $8.5 billion acquisition by Toronto-Dominion Bank.
- Hilton Hotels, in its $26.7 billion leveraged buyout by The Blackstone Group.
- ING, in its $9 billion sale of ING Direct to Capital One.
- Medco Health Solutions, in its $1.5 billion acquisition of PolyMedica.
- National City, in its $5.6 billion acquisition by PNC Financial Services Group.
- PacWest Bancorp, in its pending $2.3 billion merger with CapitalSource.
- TXU, in its $45 billion acquisition by a private equity consortium.
This acquisition was the largest-ever completed private equity buyout and the largest-ever U.S. utility acquisition to date.
- Wachovia, in the distressed sale to Wells Fargo and the related discussions with Citibank.
- Eastman Kodak’s restructuring and executive compensation committee, on executive compensation and governance matters, including as part of Eastman Kodak's Chapter 11 process and recent emergence. S&C provided this advice to the committee as outside company counsel.
- Alcon’s independent directors committee, in Alcon's $12.9 billion acquisition by Novartis.
- CIT’s board of directors, in CIT's restructuring, including its $31 billion exchange offer.
- Pepsi Americas’ transaction committee of the board of directors, in the $4.2 billion acquisition of Pepsi Americas by PepsiCo.
- Procter & Gamble’s compensation committee, in the $57 billion acquisition by Gillette.
- First Data’s strategic review committee and independent directors of the board of directors, in the $29 billion acquisition by Kohlberg Kravis Roberts.
- Albertsons’ board of directors, in the $17.4 billion acquisition by an investor group comprising SUPERVALU, CVS and a consortium led by Cerberus Capital Management.
Recent S&C executive compensation experience as counsel to management includes representations of:
- management of HCA and the Frist family, in the $31.6 billion acquisition of HCA via leveraged buyout by an investor group led by Thomas Frist Sr. and Thomas Frist Jr., Bain Capital, Kohlberg Kravis Roberts and Merrill Lynch Global Private Equity.
At the time of its announcement, this was the largest leveraged buyout in history.
- Aramark’s chairman, chief executive officer and controlling stockholder, Joseph Neubauer, as leader of an investor consortium in the $8.8 billion acquisition of the company.
- Guitar Center’s management, in the $2.1 billion leveraged buyout by Bain Capital.
- Sedgwick Claims Management Services’ management team, in its agreement with affiliates of Stone Point Capital and Hellman & Friedman and management to purchase 100 percent ownership of Sedgwick CMS from its current group of investors for approximately $1.1 billion.
S&C offers continuing compensation and corporate governance representation to:
- Activision Blizzard,
- Bank of New York Mellon,
- CA (formerly Computer Associates),
- Cablevision Systems,
- Chrysler Group,
- The Clearing House,
- Collective Brands (formerly Payless ShoeSource),
- Constellation Energy,
- Eastman Kodak,
- Goldman Sachs,
- JPMorgan Chase,
- Liz Claiborne,
- LNR Property,
- M&T Bank,
- Northrop Grumman,
- NYSE Euronext,
- Regions Financial,
- RR Donnelley,
- Textron, and