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    Scott D. Miller

    Co-Chair

    New York +1-212-558-3109
    Palo Alto +1-650-461-5620
    millersc@sullcrom.com
    Scott D. Miller Headshot Photo

    New York

    +1-212-558-3109

    Palo Alto

    +1-650-461-5620

    |

    millersc@sullcrom.com

    Email vCard

    Scott Miller is Co-Chair of Sullivan & Cromwell and a partner in the Firm’s General Practice Group. He has served on Sullivan & Cromwell’s Management Committee since 2014 and coordinates our U.S. and European practices. A versatile corporate and M&A lawyer, Scott works closely with clients on their most significant and sensitive matters, including complex M&A, capital markets, and other strategic transactions. He also counsels clients on governance matters and through corporate crises, such as internal and government investigations.

    Scott has recently handled transformative M&A in the automotive, telecommunications and media/technology fields. Scott has twice been named a “Dealmaker of the Year” by The American Lawyer, most recently for his representation of Fiat Chrysler Automobiles in its merger with Peugeot, which transformed the global auto industry. The publication earlier recognized him for taking “U.S.-style hostile takeover techniques to France” in his representation of Alcan in the precedent-setting takeover of Pechiney. He was also named an American Lawyer “Dealmaker of the Week” as counsel for Fiat in its initial investment in Chrysler as part of the government sponsored restructuring of the U.S. automobile industry. He has also been named a Law360 MVP in M&A and in Lawdragon’s “500 Global Leaders in Crisis Management” (2025).

    Scott’s international capital markets work includes representing the issuer in the first privatization in Italy and the first German leveraged buyout more than 25 years ago, as well as a range of other matters in dozens of countries around the world. For his capital markets work, Scott was named Transatlantic Finance Dealmaker: Equity Capital Markets by The Transatlantic Legal Awards for advising Ferrari in the iconic carmaker’s IPO and spin off. Scott has also been recognized in Chambers USA: America’s Leading Lawyers for Business, Euromoney’s Guide to the World’s Leading Capital Markets Lawyers, and IFLR1000: The Guide to the World’s Leading Financial Law Firms. Scott is a trustee of the United States Council for International Business.

    Spotlight

    Scott Miller named to Lawdragon’s ‘500 Global Leaders in Crisis Management’ List for 2025

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    S&C Advises DraftKings in Agreement to Acquire Jackpocket

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    S&C Co-Chair Scott Miller Discusses M&A Outlook for 2024 with Fortune

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    S&C Advises Triton on $13.3 Billion Take-Private Acquisition by Brookfield Infrastructure

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    Scott Miller Discusses S&C’s 40th Anniversary in Australia with Australasian Lawyer

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    Experience

    • Acting as principal outside counsel to Stellantis (formerly Fiat Chrysler Automobiles) in its most significant matters for nearly two decades including:
      • its $60 billion 50/50 merger with Peugeot S.A.
      • its proposal to merge with another global automotive OEM
      • its proposed combination with Groupe Renault in a merger of equals
      • the formation of Fiat’s industrial alliance with Chrysler and New Chrysler’s bankruptcy-assisted acquisition of the assets of Old Chrysler as part of the U.S. government-sponsored restructuring of the U.S. auto industry and its subsequent acquisition of the interests in Chrysler held by the US and Canadian governments and the UAW healthcare trust
      • its redomiciliation and initial listing on the New York Stock Exchange
      • the $7 billion sale of the Magneti Marelli automotive components business to KKR portfolio company Calsonic Kansei Corporation (2018)
      • its sale of its global cast iron automotive components business, which is operated through its subsidiary Teksid S.p.A., to Tupy S.A.
      • its acquisition of First Investors Financial Services Group to form a captive autofinance company
      • more than $20 billion in equity and debt financing (including a $3 billion mandatory convertible note offering)
      • the termination of Fiat’s industrial alliance with General Motors, in which Fiat received a $2 billion payment; and
      • as strategic partner and investor in Archer Aviation, Inc., in connection with Archer’s business combination with Atlas Crest Investment Corp. (a SPAC), under which Archer became a publicly listed company

    • Acting as principal outside counsel to DraftKings including in its combination with Diamond Eagle Acquisition Corp (a SPAC) and SBTech (2020) and related initial Nasdaq listing, approximately $4 billion in equity offerings (2021), a $1.265 billion convertible notes offering (2021) and a number of acquisitions, including its acquisition of Golden Nugget Online Gaming and commercial agreement with Fertitta Entertainment (2021) and its acquisitions of Jackpocket (2023), Simplebet (2024), and Railbird Technologies and its wholly owned subsidiary, Railbird Exchange (2025)
    • Representing DISH Network in significant transactions over 20 years including:
      • its merger with EchoStar (2024)
      • its $5.25 billion structured secured financing in 2021 to provide funding for its wireless communications business
      • its agreement with T-Mobile, Sprint and the U.S. Department of Justice under which DISH acquired Sprint’s prepaid wireless business and entered the U.S. wireless market as the fourth nationwide facilities-based provider
      • its agreement to acquire certain assets from EchoStar in exchange for DISH’s interests in Hughes Retail Group
      • more than $25 billion in high-yield debt offerings and $6 billion in convertible debt offerings
      • its offers to acquire Sprint, Clearwire and LightSquared
      • its $3.2 billion spin off of EchoStar (2008); and
      • numerous strategic transactions and investments to build out and deploy its wireless network
    • Representing Triton International in its $13.3 billion acquisition by Brookfield Infrastructure
    • Representing Ermenegildo Zegna Group in its combination with Investindustrial Acquisition Corp., a SPAC sponsored by investment subsidiaries of Investindustrial VII L.P., pursuant to which Zegna became an NYSE listed company with an initial enterprise value of $3.2 billion and its acquisition of the Tom Ford fashion business
    • Representing the Special Committee of Newscorp in evaluating a proposed combination with Fox Corporation
    • Representing the Special Committee of Bally’s in Standard General’s $4.6 billion acquisition of a controlling stake in Bally’s and Bally’s related acquisition of The Queen Casino & Entertainment (2025)
    • Representing Rio Tinto in its $3.1 billion acquisition of Turquoise Hill Resources
    • Representing Garrett Motion in its $2.6 billion proposed acquisition by KPS Capital Partners, its enhanced proposal from a consortium of stockholders led by Centerbridge Partners and Oaktree Capital Management, and successful emergence from Chapter 11
    • Representing CNH Industrial NV in a number of significant transactions, from its 2011 spin-off from Fiat, including its 2023 acquisition of Hemisphere GNSS from Unistrong, $2.1 billion acquisition of Raven Industries, the spin-off of its On-Highway business, TCOM Holdings’ acquisition of Aerostar International from Raven Industries, the $13 billion going-private takeover of Case New Holland to form the world’s third-largest capital goods business, to its 2019-2020 strategic investment in Nikola Motors and Nikola’s SPAC merger
    • Representing Ferrari and its principal shareholder in Ferrari’s 2015 initial public offering, valuing the company at $10 billion, and its 2016 spin-off from Fiat, as well as securities, finance and corporate governance issues since the spin-off. (Transatlantic Finance Dealmaker: Equity Capital Markets by The Transatlantic Legal Awards)
    • Representing Alcan Inc. (Canada) in several milestone transactions, including its successful defense against an unsolicited $27 billion takeover attempt by Alcoa and its subsequent $46 billion acquisition by Rio Tinto, its spin-off of Novelis Inc., and its hostile takeover of Pechiney (among the first hostile offers for a French company and named “Deal of the Year” by Corporate Finance magazine and Institutional Investor)
    • Representing Tesla on corporate governance, compliance and disclosure matters including it redomiciliation to Texas and ratification of its CEO’s incentive compensation approved by its stockholders
    • Representing Leonardo DRS, the U.S. defense subsidiary of Leonardo S.p.A., in its merger with RADA Electronic Industries through which Leonardo DRS became a public company with shares listed on Nasdaq and the Tel Aviv Stock Exchange
    • Representing Hyzon Motors in its business combination with Decarbonization Plus Acquisition Corporation (a SPAC) under which Hyzon became a publicly listed company with an implied $2.1 billion equity value, and the $355 million PIPE in connection with the merger
    • Representing TS Innovation Acquisitions Corp. (a SPAC formed by Tishman Speyer Properties) in its $1.56 billion merger with Latch, Inc. and $190 million PIPE in connection with the merger and TS Innovation II Corp. in its $300 million SEC-registered SPAC IPO and listing on Nasdaq
    • Representing Apollo Tyres (India) in its proposed acquisition of Cooper Tire & Rubber and in successfully defending Apollo from litigation brought by Cooper in connection with that transaction
    • Representing CONX Corp., a SPAC formed by Charles W. Ergen, the Chairman of DISH Network and EchoStar, in its $750 million SEC-registered IPO and listing on Nasdaq and its potential acquisitions
    • Representing Chrysler Group LLC in significant transactions, including its proposed 2013 initial public offering; $13 billion of leveraged financing transactions in 2011 and 2014 to repay funding provided by the U.S. and Canadian governments, and debt issued to its retiree health care trust (VEBA) in connection with the 2009 restructuring of the U.S. automotive industry and in connection with Fiat’s acquisition of majority ownership in 2011 ($10.5 billion)
    • Representing EXOR and PartnerRe in connection with Covéa’s $9 billion purchase of PartnerRe from EXOR
    • Representing PartnerRe in $1 billion in notes offerings and a $200 million preferred stock offering since 2019
    • Representing Pershing Square, L.P. in a number of transactions including:
      • in the primary sale of a 10% common equity interest in Pershing Square Holdco, L.P. – a newly formed limited partnership that owns 100% of PSCM – for a purchase price of $1.05 billion to a consortium of strategic investors, an international group of family offices and other investors;
      • in the internal reorganization of its ownership structure;
      • in connection with the proposed closed-end fund, Pershing Square USA, Ltd., which aims to raise $25 billion; and
      • with Pershing Square Tontine Holdings, Ltd. (“PSTH”), the largest SPAC of all time, in its initial $4 billion merger agreement with Universal Music Group (“UMG”) and subsequent assignment of PSTH’s rights and obligations to acquire a stake in UMG to affiliated investment funds
    • Acting as principal outside counsel to VeriFone Systems Inc. in significant transactions, including a leveraged recapitalization, its initial public offering, as well as over $1 billion in equity and debt offerings, its acquisitions of Lipman (Israel), Hypercom Corp., Point International (Sweden) and InterCard (Germany) and its $3.4 billion acquisition by Francisco Partners (2018)
    • Representing Thomas Weisel Partners Group in strategic transactions, from its initial public offering through several acquisitions to its sale to Stifel Financial Corp., and Stifel Financial Corp. in its 2019 acquisition of the Canadian capital markets business of GMP Securities

    News

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    Publications, Videos and Podcasts

    Credentials

    Education

    • Columbia Law School, J.D., 1985
    • Arizona State University, B.S.Eng., 1982

    Bar Admissions

    • New York
    • California

    Clerkships

    • The Honorable William A. Norris, United States Court of Appeals, Ninth Circuit, 1985-1986

    Related Practices