Recent litigation handled by the Washington, D.C., office includes representations of:
 
  • BP and its directors, in securities litigation arising out of the 2010 Gulf of Mexico oil spill. To date, S&C has achieved dismissals in many of these actions including derivative, Employee Retirement Income Security Act and other shareholder litigations.
     
  • Bank of Tokyo-Mitsubishi UFJ, in investigations into potential irregularities in the setting of the Libor interest rates. S&C also represented Bank of Tokyo in the related class-action litigations filed in U.S. federal court alleging that they and 15 other financial institutions manipulated Libor in violation of federal antitrust laws and the Commodities Exchange Act.
     
  • First Horizon National and its affiliates, in multiple unrelated securities cases concerning residential mortgage-backed securities issued from 2005 to 2007.
     
  • JPMorgan, in more than 40 putative class-action lawsuits in federal court alleging a conspiracy to manipulate the silver futures market in violation of the Sherman Act and the Commodity Exchange Act. The court granted JPMorgan’s motion to dismiss and subsequently denied the plaintiff’s motion for leave to file an amended complaint. The United States Court of Appeals for the Second Circuit affirmed the dismissal.
     
  • JPMorgan Chase, its chief executive officer and other senior officers, in securities, derivative and ERISA litigation arising out of the so-called London Whale trading losses.
     
  • JP Morgan Chase, in litigation arising from securitizations issued by Washington Mutual. In May 2013, the U.S. Court of Appeals for the D.C. Circuit affirmed the D.C. District Court’s refusal to let Washington Mutual Bank creditors intervene in a dispute dealing with the allocation of liability for WaMu’s obligations to repurchase defective loans out of mortgage-backed securities WaMu issued before its collapse.
     
  • Nomura Holding America and its affiliates, in securities litigation arising from residential mortgage-backed securities issued from 2005 to 2007.
     
  • Swiss financial institutions, concerning participation in the U.S. Department of Justice’s Tax Division Program for Non-Prosecution or Non-Target Letters for Swiss Banks.
     
  • The St. Joe Company, in an ongoing SEC investigation into accounting practices for impairment of investments in real estate assets.
 
The Washington, D.C., office’s recent capital markets experience includes representing:
 
  • Aetna (U.S.), as counsel to the underwriters, on a $750 million SEC-registered unsecured notes offering (2014) and a $2 billion SEC-registered unsecured notes offering. (2012)
     
  • Corporación Andina de Foment (CAF) (Venezuela), serving as issuer’s counsel in multiple capital markets transactions under CAF’s U.S. debt shelf and its Euro-MTN program, including $ 1.5 billion of SEC-registered “Yankee bonds” issued in 2012 and more than 20 Regulation S debt securities offerings in 2012 and 2013.
     
  • Cementos Argos (Colombia), in its $800 million preferred-stock offering pursuant to Rule 144A/Reg S. (2013)
     
  • HIS (U.S.), in an offering of $464 million of its common stock by a selling stockholder pursuant to Rule 415. (2014)
     
  • Inter-American Development Bank (Supranational), as counsel to underwriters on multiple offerings, including $13 billion of global benchmark notes in 2013 pursuant to Section 3(a)(2).
     
  • International Finance (Supranational), counsel to underwriters on multiple offerings, including $8.5 billion of global benchmark notes in 2013 pursuant to Section 3(a)(2).
     
  • International Finance (U.S.), in multiple offerings including its $250 MTN offering pursuant to Section 3(a)(2). (2012)
     
  • North American Development Bank (U.S.), in multiple offerings including its $230 million unsecured notes offering pursuant to Section 3(a)(2). (2012)
     
  • LATAM Airlines Group (Chile), in its $784 million preemptive rights offering of 62,000,000 primary shares. (2013)
     
  • Republic of Brazil, in its $3.25 billion unregistered global bonds offering pursuant to Rule 144A/Regulation S. (2013)
     
  • World Bank (Supranational), as counsel to underwriters on multiple offerings, including $12 billion of global benchmark notes in 2013 pursuant to Section 3(a)(2).
Lawyers in the Washington, D.C., office also advise dealers and end users in connection with structuring and documenting a wide variety of swaps and other derivatives, including equity-linked securities, credit default and commodity swaps, options and forwards. Recent representations include acting for Anchorage Capital, Athilon, Goldman Sachs, Morgan Stanley and Nomura.
 
The Washington, D.C., office’s recent financial institutions regulatory experience includes representing:
 
  • The Clearing House, an association of 10 major large banking organizations, on numerous matters, including pending legislation and litigation and regulations relevant to the banking industry and in such capacity in frequent dialogue with the U.S. Congress and the regulatory community.
     
  • a number of the large non-U.S. banking organizations, on Federal Reserve structure reporting requirements.
     
  • a number of U.S. banking organizations, before the Consumer Financial Protection Bureau.
     
  • a number of major domestic and foreign financial institutions, regarding compliance with various regulations including the affiliate transaction rules under sections 23A and 23B of the Federal Reserve Act, restrictions on insider transactions (Regulation O), reserve requirements (Regulation D), and restrictions on management interlocks (Regulation L) and lending, investment and activities limitations (Regulations K and Y).
     
  • a number of private investors, on structures for investing in depository institutions and their holding companies.
     
  • numerous non-U.S. and U.S. banking institutions, in connection with structuring private investments in funds and other nonbanking companies.
     
  • UBS, Barclays, JP Morgan Chase, Deutsche Bank, Wells Fargo, Citi, The Bank of Nova Scotia, The Bank of Montreal and The Clearing House, in connection with the expansion of energy trading activities.
     
  • The Bank of New York, Goldman Sachs and Lincoln National Life Insurance Company, among others, in SEC/New York Stock Exchange/New York attorney general investigations into mutual-fund business practices, frequent market-timing and late trading.
     
  • a number of non-U.S. banks, in achieving financial holding company and comprehensive consolidated supervision determinations.
     
The Washington, D.C., office’s recent M&A experience includes representing:
 
  • Bancolombia (Colombia), in its $2.2 billion acquisition of HSBC Bank (Panama) and its subsidiaries from HSBC Latin America Holdings (U.K.). (2013)
     
  • British Airways (U.K.), in its $7.5 billion combination with Iberia Lineas Aereas de Espana (Spain) forming International Consolidated Airlines Group (U.K.). (2011)
     
  • Cymer (U.S.), in its $3.9 billion acquisition by ASML Holding (Netherlands). (2013)
     
  • International Consolidated Airlines Group (U.K.), the holding company of British Airways (U.K.) and Iberia Líneas Aéreas de España (Spain), with respect to U.S. aspects, in the $144 million acquisition of Vueling Airlines (Spain). (2013)
 
The Washington, D.C., office’s recent tax controversy experience includes representing:
 
  • a non-U.S. multinational company, with respect to a debt/equity issue. S&C obtained 100 percent Internal Revenue Service (IRS) concession of an almost $3 billion proposed assessment of tax penalties and interest at the IRS examination level.
     
  • a non-U.S. multinational company, in a transfer pricing dispute. The amount in issue exceeded $450 million in tax and interest; it was resolved for less than $12 million at the IRS examination level.
     
  • a U.S. company, with respect to a Section 162(f) fine or penalty issue. S&C obtained a no-change result of almost $100 million in tax and interest at the IRS appeals level.
     
  • a non-U.S. bank, in a case in which the IRS argued that a claim for refund was untimely because the statute of limitations had expired. The IRS eventually conceded and paid 100 percent of the refund to the bank, also at the IRS appeals level.
     
  • an individual, subject to an IRS global net worth examination. S&C obtained 100 percent IRS concession of the proposed $150 million adjustment at the IRS examination level.