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James C. Morphy

Of Counsel

James C. Morphy

Of Counsel
New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588
morphyj@sullcrom.com

James C. Morphy joined Sullivan & Cromwell in 1979 after graduating Phi Beta Kappa from Harvard College (B.A., Magna Cum Laude, 1976) and Harvard Law School (J.D., 1979). He was elected a partner of the Firm in 1986. Mr. Morphy was the managing partner of the Mergers and Acquisitions Group from 1995 to 2007. He is a former member of the Firm’s Management Committee.

Mr. Morphy provides mergers and acquisitions advice for a wide range of transactions, including both friendly and hostile acquisitions, representing buyers, sellers, special committees of independent directors and financial advisers.

Mr. Morphy’s recognitions and professional activities attest to his leadership in the M&A field:

  • Described by peers as an “exceptional negotiator” and “very solution-oriented.” (International Who's Who of Corporate Governance Lawyers, 2013).
  • “[N]otable for his brevity of style and lack of fuss. He carries an argument without any problem, and works well in the boardroom.” (International Who’s Who of Merger & Acquisition Lawyers, 2012)
  • “James Morphy is an ‘outstanding negotiator and able to look at the big issues and come up with solutions that will reflect his clients’ needs . . . .’” (Chambers USA, 2012)
  • Named as one of “10 Most Highly Regarded M&A Lawyers in the World” by International Who's Who of Merger and Acquisition Lawyers in 2012.
  • Named as one of “10 Most Highly Regarded Corporate Governance Lawyers in the World” by International Who's Who of Corporate Governance Lawyers in 2013.
  • Named as “The Best of the Best 2011” by Legal Media Expert Guide.
  • The Best of the Best listing the best 25 M&A lawyers in the world in a survey by International Financial Law Review.
  • One of 15 Most Highly Regarded Individuals in Global M&A by International Who’s Who of Business Lawyers.
  • Named by The American Lawyer as “Dealmaker of the Year” in 2007.
  • Best Lawyers’ 2011 “New York Mergers & Acquisitions Lawyer of the Year.” 
  • Advisory Director of the Harvard Law Program on Corporate Governance.
  • Recognized by The Legal 500 United States for M&A in 2007, 2011-2013 and named a "Leading Lawyer" in 2014.
  • Honorary Fellow to The American College of Governance Counsel.
 

Mr. Morphy has been named a leading corporate governance lawyer by An International Who’s Who of Corporate Governance Lawyers and PLC Corporate Governance and Directors’ Duties Handbook.

Recent Recognitions 

  • The Best Lawyers in America (Woodward/White)
  • Lawdragon 500 (top 500 U.S. lawyers in all fields)
  • The International Who’s Who of Merger and Acquisition Lawyers (Law Business Research)
  • The International Who’s Who of Corporate Governance Lawyers (Law Business Research)
  • Chambers Global: The World’s Leading Lawyers (Chambers and Partners)
  • Chambers USA: America’s Leading Lawyers for Business (Chambers and Partners)
  • Guide to the World’s Leading Mergers and Acquisitions Lawyers (Euromoney Institutional Investor)
  • Mergers and Acquisitions Handbook (Global Counsel)
  • IFLR1000 (Highly Regarded)
  • Which Lawyer? (PLC) (leading individual)
  • New York Super Lawyers (top 100 votes in all fields and top lawyer in Mergers and Acquisitions)
  • The Legal 500 United States


SELECTED REPRESENTATIONS

Clients advised in announced transactions involving publicly traded corporations include:
  • Medco Health in its merger with Express Scripts
  • BHP Billiton in its acquisition of Petrohawk Energy
  • Barrick Gold in its acquisition of Equinox Minerals
  • Independent directors and board of AirTran in its acquisition by Southwest Airlines
  • BP in connection with various corporate matters
  • InBev in its acquisition of Anheuser-Busch
  • Microsoft in connection with bid for Yahoo!
  • Transaction Committee and board of PepsiAmericas in its acquisition by PepsiCo
  • Reed Elsevier in connection with its acquisition of ChoicePoint
  • Director and Bancroft family member of Dow Jones in connection with News Corp. merger
  • Ohio Casualty in its sale to Liberty Mutual
  • Independent directors of First Data in connection with buyout by KKR
  • Medco in its acquisition of PolyMedica
  • Special Committee of independent directors of Albertsons in connection with its acquisition by a consortium of SuperValu, CVS and Cerberus
  • Chairman and controlling stockholder of Aramark in its management-led LBO
  • Inco in connection with unsolicited acquisition offer by CVRD
  • Special Committee of Masonite in connection with its leveraged buyout by KKR
  • HCA management in connection with leveraged buyout by KKR and others
  • John Hancock in its merger with Manulife Financial Corp.
  • Chairman and controlling stockholders of West Corporation in connection with leveraged buyout by T.H. Lee
  • Special Committee of Wrigley in connection with recapitalization plan
  • Hershey Foods in connection with various transactions
  • CA in its acquisitions of Netegrity, Concord Communications and Niku
  • Harris Corporation purchase of CapRock Communications
  • UBS in its acquisition of PaineWebber Group
  • Independent directors of Carter Wallace in connection with leveraged buyout by a consortium of private equity groups
  • Reader’s Digest recapitalization
  • Union Camp in its merger with International Paper
  • Alliance Capital in its acquisition of Sanford Bernstein
  • Goldman Sachs in its acquisition of Spear, Leeds & Kellogg
  • Special Committee of Aames Financial in connection with recapitalization
  • Special Committee of NCH in its merger with its controlling stockholder
  • Mallinckrodt in its acquisition of Nellcor Puritan Bennett
  • Gould Pumps in its acquisition by ITT Industries
  • Wallace Computer defense against Moore Corporation
  • Union Carbide defense of hostile offer by GAF
  • Harris Corporation spinoff of Lanier Worldwide
  • The Bank of New York in its acquisition of Irving Trust
  • Greater New York Savings Bank merger with Astoria Financial
  • May Department Stores merger with Associated Dry Goods
  • Monsanto purchase of G.D. Searle
  • GenCorp defense of hostile offer by Wagner & Brown
  • Prime Computer merger with Computervision
  • Goody Products in its acquisition by Newell
  • Carlton Communications acquisition of Technicolor
  • AIG’s acquisition of International Lease Finance Company
  • Hoechst A.G. acquisition of Celanese
  • Gulf Oil merger with Chevron