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    M&A Financial Advisory and Valuation

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    Sullivan & Cromwell’s #1 ranked Global M&A Financial Advisory and Valuation Group offers comprehensive M&A, financial advisory, valuation analyses, corporate law, corporate governance, securities law, contractual, regulatory and litigation expertise both to (i) the world’s leading investment banks in their capacity as financial advisers to principal parties in M&A transactions and (ii) the boards, special committees and managements of principal parties in M&A transactions with respect to financial advisory and valuation issues.

    Numerous complex, nuanced, time-sensitive and high-stakes financial advisory and valuation issues regularly confront both M&A financial advisers and principal parties in M&A transactions, including:

    • Principal parties and financial advisers identifying, interviewing and selecting financial advisers
    • Principal parties and financial advisers negotiating and drafting financial advisers’ engagement letters and placement engagement agreements
    • Identifying, disclosing, evaluating and managing financial advisers’ relationships/potential conflicts with clients, clients' potential counter parties and their respective significant shareholders
    • Managements generating, and boards and special committees reviewing and approving, management's financial projections
    • Financial advisers assisting parties in evaluating strategic alternatives
    • Financial advisers assisting parties in conducting pre-signing auctions and market-checks and post-signing no-shop and go-shop processes
    • Financial advisers assisting parties in M&A transaction negotiations
    • Principal parties and financial advisers constructing, negotiating and drafting purchase price mechanics, including floating and fixed exchange ratios, collars, cash/stock elections, purchase price adjustments, ticking fees, special dividends and earn-outs
    • Financial advisers selecting, performing, evaluating, presenting and disclosing financial analyses methodologies
    • Financial advisers using and relying on management's financial projections and capitalization information and other management and third-party public and non-public data inputs
    • Financial advisers forming fairness committees and conducting fairness committee processes
    • Financial advisers drafting and delivering oral and written fairness opinions, and other opinions including inadequacy opinions, solvency opinions, and fair value opinions to boards and special committees
    • Boards and special committees exercising their fiduciary duties with respect to financial advisers’ relationships/potential conflicts, financial analyses and fairness opinions
    • Disclosing in proxy statements, schedule 14d-9's, schedule 13e-3's and other public filings management projections, transaction backgrounds and financial advisers’ relationships/potential conflicts, financial analyses and fairness opinions
    • Defending, mooting and resolving shareholder or counterparty litigation against or involving financial advisers

    Our depth of experience paired with our extensive understanding of today’s M&A practice, corporate law, securities law, regulatory environment, litigation environment and commercial realities gives us unique insight into representing both M&A financial advisers and parties in M&A transactions with respect to these issues. We collaborate seamlessly across practice areas and offices to provide unmatched legal advice on the full spectrum of financial advisory and valuation challenges and risks that both M&A financial advisers and M&A transaction parties face. Our multidisciplinary, integrated team has unparalleled experience advising M&A financial advisers and parties in M&A transactions on the largest, most high-profile and most complex M&A transactions both in the U.S. and worldwide.

    Spotlight

    S&C Tops Financial Advisory M&A Rankings for Global Dealmaking in 2025

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    Experience

    M&A Transaction Types

    We regularly counsel M&A financial advisers and M&A principal parties—on both the sellside and buyside—on financial advisory and valuation issues across the full range of private company and public company M&A transaction types, including:

    • Asset Sales
    • Acquisitions
    • Continuation Funds
    • Cross-Border
    • Divestitures
    • Going-Private, Special Committee & LBO
    • Joint Venture Formations and Dissolutions
    • Mergers-of-Equals
    • Mergers
    • Minority Interest Sales
    • Minority Squeeze-Outs
    • Plans of Arrangement
    • Private Company Sales
    • Private Placements
    • Reverse Mergers
    • SPACs
    • Spin-Mergers/Reverse Morris Trust
    • Spin-Offs
    • Stock Purchases
    • Tender Offers
    • Unsolicited Transactions & Activism

    Financial Adviser Clients

    Our Global M&A Financial Advisory and Valuation Group provides tailored advice and creative solutions to assist financial advisers in all jurisdictions around the world. S&C’s M&A financial adviser clients include virtually all of the financial advisory industry—including both bulge-bracket and boutique financial advisers—enabling us to practice at the cutting-edge of emerging trends and evolving best practices among M&A financial advisers. Our M&A financial adviser clients in recent years have included: 

    • Ardea Partners
    • B. Riley & Co., LLC
    • Bank of America Merrill Lynch
    • Barclays Capital Inc.
    • Blackstone Advisory Partners L.P.
    • BMO Financial Group
    • BNP Paribas
    • Brown Brothers Harriman & Co.
    • Canaccord Genuity Group Inc.
    • Centerview Partners LLC
    • CICC
    • Citigroup, Inc.
    • Cowen
    • Credit Suisse Group AG
    • Deutsche Bank AG
    • Duff & Phelps
    • Evercore Inc.
    • Financial Technology Partners LP
    • Goldman Sachs & Co. LLC
    • Gordon Dyal
    • Greenhill & Co., Inc.
    • Guggenheim Partners, LLC
    • Houlihan Lokey Capital, Inc.
    • ING Bank
    • Jefferies
    • JPMorgan Chase & Co.
    • Kroll, LLC
    • Lazard Ltd
    • LionTree LLC
    • Macquarie Capital (USA) Inc.
    • Mizuho Financial Group, Inc.
    • Moelis & Company LLC
    • Morgan Stanley & Co. LLC
    • MTS Health Partners, L.P.
    • Nomura Holdings, Inc.
    • Oppenheimer & Co. Inc.
    • Perella Weinberg Partners LP
    • PJT Partners
    • Rothschild & Co.
    • Scotia Capital
    • Stifel Financial Corp.
    • The Valence Group LLC
    • Thomas Weisel Partners LLC
    • Tudor Pickering Holt & Co.
    • UBS Group AG
    • Wells Fargo & Company

    Top Global Rankings

    In FY 2025, 2024, the period from January 1, 2020 to December 31, 2025 and the period from January 1, 2015 to December 31, 2025, S&C’s Global M&A Financial Advisory and Valuation practice has ranked #1 globally among all law firms in representing financial advisers on M&A transactions. According to Bloomberg, the Firm advised financial advisers on 72 transactions with an aggregate value of $319 billion in FY 2025, 49 transactions with an aggregate value of $221 billion in 2024, 340 transactions with an aggregate value of $1.438 trillion from 2020 through 2025, and nearly nearly 530 M&A transactions totaling more than $2.2 trillion in deal value and representing a 22 percent market share from 2016 to 2025.

    Global M&A Financial Advisory Legal Rankings FY 2025

    Ranked by dollar value ($ billions)

    Global M&A Financial Advisory Legal Rankings H1 2025

    Global M&A Financial Advisory Legal Rankings  FY 2024

    Ranked by dollar value ($ billions)

    Global M&A Financial Advisory Legal Rankings  FY 2024

    Global M&A Financial Advisory Legal Rankings 2020–2025

    Ranked by dollar value ($ billions)

    Global M&A Financial Advisory Legal Rankings January 1, 2020–June 20, 2025

    Global M&A Financial Advisory Legal Rankings 2016–2025

    Ranked by dollar value ($ billions)

    Global M&A Financial Advisory Legal Rankings 2015–2025

    Source: Bloomberg, January 2026
    Data include representations of financial advisers.
    Data include pending and completed deals only.

    Transactional Experience

    S&C has advised M&A financial advisers on a wide variety of domestic and cross-border M&A transactions across the entire spectrum of industries including asset management, banking, real estate, consumer & retail, energy & natural resources, financial services, FinTech, healthcare, industrials & chemicals, insurance, life sciences and technology, media & telecommunications. The breadth of our M&A financial advisory representations over the last five years across industries can be viewed here:

    M&A Financial Advisory Deal List

    Litigation Experience

    S&C also has a proven track record of securing favorable results for financial advisers in M&A litigation. Recent S&C M&A litigation experience for financial institutions includes representing:

    • Numerous FAs in mooting or settling plaintiffs lawyer complaints and demands in connection with virtually all FAs representations involving public company targets.
    • Numerous FAs who have been subpoenaed as third-party witnesses across numerous jurisdictions.
    • FT Partners and several other FAs in recovering payment of fees they are owed in relation to M&A and other transactions.
    • Goldman Sachs in obtaining the dismissal with prejudice of all claims alleged in a shareholder lawsuit concerning the $855 million acquisition of Blount International, Inc. by American Securities LLC and P2 Capital Partners, LLC in which Goldman Sachs acted as Blount’s FA.
    • JPMorgan Securities in litigation in Delaware Chancery Court relating to the sale of The Fresh Market to an affiliate of Apollo Capital Management LLC. JPMorgan served as financial adviser to The Fresh Market. The parties reached a favorable settlement, which received court approval in July 2021.
    • Goldman Sachs & Co. LLC in Delaware class action alleging breaches of fiduciary duty in connection with the 2023 buyout of Focus Financial Partners Inc. by CD&R.
    • Goldman Sachs & Co. LLC and one individual director defendant in litigation filed in the New York Commercial division in which the plaintiff alleges that Goldman and other co defendants breached a contract and engaged in tortious activity relating to a potential joint sale of plaintiff and a third-party company.
    • Evercore Group L.L.C. in a shareholder derivative action in Delaware Chancery Court alleging that Evercore aided and abetted purported misconduct in connection with the 2021 approval of KKR’s corporate reorganization, completed the following year.
    • Houlihan Lokey in ongoing litigation in Delaware Chancery Court involving the sale of Quotient Technology to CharlesBank/Neptune. Houlihan Lokey served as financial advisor to Quotient.
    • Houlihan Lokey in obtaining its dismissal from litigation pending in the Delaware Court of Chancery involving the sale of Erickson Incorporated to Helicopter Express and from litigation pending in the District of New Jersey involving the sale of MICT, Inc. to Tingo. Houlihan Lokey was a financial advisor to Erickson and MICT.

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