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Marc Treviño


Marc Treviño

New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588

Marc Treviño is the head of the Sullivan & Cromwell’s corporate governance practice and the managing partner of Sullivan & Cromwell’s executive compensation and benefits group. He joined the Firm in 1993 after graduating summa cum laude from Princeton University (A.B., Phi Beta Kappa, 1990) and from Yale Law School (J.D., 1993).

Mr. Treviño is a recognized leader in structuring multidisciplinary solutions to, and counseling senior executives and boards in, significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions and personnel actions. Mr. Treviño teaches Corporate Crisis Management at the Yale Law School, and is a co-author of The Public Company Deskbook (2009, The Practising Law Institute), a comprehensive, three-volume treatise on governance and disclosure reforms for legal and accounting professionals hailed as “the bible for securities lawyers” by Fortune.

For over twenty years Mr. Treviño has represented prominent institutions and individuals in their most public and challenging transactions. His clients have included AIG, AMC, Bank of New York Mellon, Barclays, BNSF Railway, Chrysler, Cheniere, ConnectOne, ConocoPhillips, CPPIB, D.E. Shaw Group, eBay, Evercore, Fortress, Goldman Sachs, Google/Verily, HCA, ISS, JPMorgan Chase, Kodak, Lending Club, Merrill Lynch, Microsoft, New York Bankers Association, New York City Bar Association, New York Stock Exchange, Praxair, Priceline, Procter & Gamble, RBS Citizens Financial Group, SandRidge Energy, Time Warner, UMB, UBS, UNFI and Vector. Many of his most important matters are resolved without public attention.

Recent Recognitions

  • Chambers USA Executive Compensation and Benefits Team of the Year 2011, based on the publisher’s research reflecting notable achievements and excellence in client service
  • Conference Board’s Expert Committee on Shareholder Activism
  • Council of Institutional Investors Executive Pay Subcommittee
  • Practical Law Company’s Employee Benefits and Executive Compensation Advisory Board
  • Chambers USA: America’s Leading Lawyers for Business
  • The Best Lawyers in America
  • The Legal 500 United States
  • United States and New York Super Lawyers
  • The 2009 Bar Register of Preeminent Lawyers
  • The 2011 Bar Register of Preeminent Lawyers
  • The 2012 Bar Register of AV Preeminent Lawyers
  • Top Attorneys in New York – September 2012
  • Best Attorneys in New York – October 1, 2012
  • New York’s Top Attorneys – January 1, 2013
  • America’s Most Honored Professionals (Top 10 percent 2014)

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, Columbia Business and Law Association, Compliance Reporter, The Corporate Counsel, The Corporate Governance Advisor, Hispanic National Bar Association, Institutional Investor Legal Forum, Law360, the New York City Bar Association, Society of Corporate Secretaries and Governance Professionals, Tulane Corporate Institute and Wall Street Journal.

Mr. Treviño is co-chairman of the New York State Bar Association Committee on Employee Benefits and Compensation, the annual PLI Executive Compensation Program and the Yale Law & Business Society. He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.


The following selection of historical engagement illustrates the breadth of Mr. Treviño’s practice.
Mergers and Acquisitions
  • New York Community Bancorp, Inc. in its $2.0 billion pending acquisition of Astoria Financial Corporation
  • First Niagara Financial Group in its $4.1 billion acquisition by KeyCorp
  • ACE Limited in its $29.5 billion acquisition of The Chubb Corporation
  • Susquehanna Bancshares, Inc. in its $2.5 billion acquisition by BB&T Corporation
  • C&S Wholesale Grocers, Inc. in its acquisition of the wholesale distribution and supply business of The Grocers Supply Company, Inc.
  • Atria in its $1.5 billion sale of real estate assets to Ventas, including the structuring of a separate management entity, and Lazard Real Estate Partners in the original management arrangements with Atria (structured private transaction)
  • United Rentals in its acquisition of National Pump and in its $1.9 billion acquisition of RSC
  • Barclays in its $15.2 billion sale of its Barclays Global Investors business to BlackRock, Inc. (largest asset management transaction, multi-jurisdictional)
  • National City in its merger with PNC Financial Group (banking)
  • AmSouth Bancorp in its merger of equals with Regions Financial, including the institution of Chairman and CEO succession provisions as part of the surviving corporation’s constituent documents (banking)
  • The Bank of New York in the swap of its retail banking business and JPMorgan Chase’s corporate trust business and in the merger with Mellon (banking)
  • D.E. Shaw Group in the sale of a stake to Lehman Brothers and prior strategic alliance with Bank of America and Russian debt crisis (structured private transaction)
  • Tudor Investment Group in the spinoff of the Raptor funds (asset management)
  • Mitsubishi UFJ Financial Group in its acquisition of UnionBanCal Corporation (minority tender offer, multi-jurisdictional)
  • Wachovia in its initial merger discussions with Citigroup and government and its ultimate merger with Wells Fargo (banking, contested transaction)
  • Special Committee of independent directors of Albertsons in connection with its acquisition by a consortium of SuperValu, CVS and Cerberus (second-largest LBO at the time)
  • Management team of Hospital Corporation of America in its LBO (fourth largest LBO, largest at the time)
  • Chairman and controlling stockholder of Aramark in its management-led buyout (LBO)
  • Compensation Committee of Procter & Gamble in its $57 billion acquisition of Gillette, including the retention and transition of Jim Kilts
  • InBev in its $52 billion acquisition of Anheuser-Busch (multijurisdictional)
  • SunTrust in its acquisition of Seix Investment Advisors and in the restructuring and sale of Lighthouse Partners (asset management)
  • First Union in its successful defense of an unsolicited offer from SunTrust and merger with Wachovia, including the development of dividend preferred securities and key regulatory interpretations (banking, contested transaction)
  • Central Pacific Bank in its successful hostile takeover of CPB Inc. (banking, contested transaction)
  • Dime Bancorp in its successful defense of an unsolicited offer from North Fork Bank, including the issuance of litigation tracking warrants and the groundbreaking investment by Warburg Pincus, and its sale to Washington Mutual (banking, contested transaction)
  • Wells Fargo in its successful hostile takeover of First Interstate (banking, contested transaction)
  • UBS in its merger with Swiss Bank Corporation (banking)
  • The Clearing House in its reorganization (payments systems)
  • CIT in connection with the first pre-packaged bankruptcy of a banking institution (bank, distressed)
  • UBS in the formation and subsequent dissolution of Dillon Read Capital and the transition of John Costas (asset management)
  • J.C. Flowers in the acquisition and subsequent sale of Fox-Pitt Kelton (investment banking)
Public Regulatory/Litigation
  • The New York State Bankers Association in persuading the U.S. District Court for the Southern District of New York to strike down New York City's Responsible Banking Act, which sought to impose a municipal bank regulatory regime, as preempted by federal and New York State banking laws
  • Kodak in connection with its bankruptcy proceeding, including approval of contested incentive arrangements and ongoing negotiations of its legacy obligations (distressed)
  • AIG in connection with its negotiations with the U.S. Treasury and Federal Reserve Bank of New York, including payment and repayment of AIGFP retention amounts and approval of first use of debt in executive compensation (insurance, distressed)
  • AIG in connection with the 2005 multi-billion dollar restatement of its financial statements and management transition (insurance, distressed)
  • Chrysler Group in connection with regulatory approvals required to permit Fiat to acquire a majority interest (multijurisdictional)
  • Bank of New York Mellon, Goldman Sachs Group, JPMorgan Chase and Merrill Lynch in connection with receipt and repayment of TARP investments (banking)
  • The New York Bankers Association in its merger with the New York Community Bankers Association and in connection with a variety of litigation significant to the industry, including the precedent-setting Flagg case and multiple cases with respect to New York City proposed regulations (banking)
  • JPMorgan Chase in connection with the losses incurred by its chief investment office (banking)
  • UBS in an investigation and civil money penalty related to its Zurich ECN
Corporate Governance and Counseling
  • Ralph Lauren Corporation in connection with the role transitions of Ralph Lauren and Stefan Larson
  • AIG, Ally, Bank of New York Mellon, Chrysler, CIT, Federal Home Loan Bank of Atlanta, First Horizon, First Merit, Goldman Sachs Group, JPMorgan Chase, Merrill Lynch, Regions, SunTrust, United Rentals and Wells Fargo in connection with compensation matters either for the board or for the company
  • Jim Millstein, former Treasury Chief Restructuring Officer, in the formation of Millstein & Co. and Millstein & Co. in its initial funding and collaboration with Third Avenue Management
  • The Chief Executive Officer of Tessera Technologies in his separation following a proxy contest by Starboard Value
  • AIG in the review of ILFC CEO Henri Courpron
  • New York Stock Exchange in connection with governance, compensation and disclosure matters following the resignation of Richard Grasso
  • Ellen Zimiles in the formation and initial funding of Daylight Forensic & Advisory and Daylight in connection with litigation by KPMG and in the sale to Navigant Consulting
  • Numerous financial institutions in structuring governance and incentive arrangements to comply with emerging US and international compensation regulation
  • Numerous alternative asset fund complexes, including Fortress Investment Group, Renaissance Technologies and Tudor Investment Group, in structuring and compensation matters
  • Riskmetrics, former parent company of ISS, in conflicts matters in anticipation of its initial public offering
  • Numerous executives and boards in connection with senior executive appointments and transitions, including Martin Sullivan, Robert Willumstad, Edward Liddy and Robert Benmosche for AIG, Robert Kelly and Gerald Hassell for BNYMellon, John Thain for CIT, Jon Corzine for MF Global, Russell Goldsmith for City National, Irwin Simon at Hain Celestial, Philip Sherringham at Peoples United, William Rutledge at Promontory Financial, Dowd Ritter for Regions, Mark Ordan at Sunrise Senior Living, Jody Grant for Texas Capital Bancshares, Robert Steele for Wachovia, Mark Wiseman at BlackRock and Debora Spar at Lincoln Center for the Performing Arts.