Sullivan & Cromwell

Sullivan & Cromwell LLP is an American multinational law firm headquartered in New York City. It is one of the most profitable law firms in the world, with 2021 profits per partner exceeding $6 million and profits per lawyer exceeding $1.3 million.

History
Founded in 1879 by Algernon Sydney Sullivan and William Nelson Cromwell, Sullivan & Cromwell advised John Pierpont Morgan during the creation of Edison General Electric (1882) and later guided key players in the formation of U.S. Steel (1901). Cromwell developed the concept of a holding company, persuading New Jersey to include it in state law and enabling companies incorporating there to avoid antitrust laws. The firm also worked with less-successful businesses during the volatile decades before the establishment of modern federal bankruptcy laws; it pioneered efforts to reorganize insolvent companies through what became known as the "Cromwell plan." Cromwell was called "the physician of Wall Street" for his ability to rescue failing companies.

The post-World War I era saw an expanded need for financing. Sullivan & Cromwell designed many of the equity and debt agreements used during this period, including 94 loan agreements to European borrowers during one seven-year period. The firm's business expanded substantially during the 1930s, when it began to represent companies facing increased regulation and became for a time the world's biggest law firm. During the Great Depression and its aftermath, the firm litigated in the newly emerging fields of shareholder derivatives, antitrust actions, federal income tax law, and registration under the Securities Act of 1933. The firm developed the first major registration statement under the Securities Act of 1933 and influenced the development of tax law in the mutual fund industry.
 
Sullivan & Cromwell performed the legal work for the Ford Motor Company's $643 million offering in 1956, the biggest ever to that date. Evolving business trends continued to be reflected in the firm's organization; a banking practice was formed in 1968, and a mergers and acquisitions unit was established in 1980, as M&A began to accelerate. By the middle of that decade, the M&A unit generated a third of the firm's revenue.

International practice
The firm's international practice dates back to its early years and the development of America's industrial and transportation infrastructure. Sullivan & Cromwell represented European bankers financing the construction of railroads and other elements of the nation's infrastructure. By the turn of the century, Cromwell represented French interests that owned land in Panama and was involved in the financing of the Panama Canal; the firm represents the Panama Canal Authority to this day.

Sullivan & Cromwell was one of the earliest U.S. firms to open overseas offices, beginning with Paris in 1911. By 1928, offices also were open in Buenos Aires and Berlin. In 1935, Allen Dulles, then a partner in the firm and later Director of Central Intelligence, visited Germany and returned somewhat disturbed by the direction of the regime. Over the sole opposition of Allen's brother and fellow partner, John Foster Dulles, the firm's partners voted in 1935 to close the Berlin office and a subsidiary in Frankfurt. However, later the firm backdated the announcement of the closing of their German offices by one year, to 1934. Under Foster Dulles, the firm had helped the regime's arms buildup effort by including the German company I.G. Farben into an international nickel cartel, which included American, Canadian, and French producers.

Two former chairmen of the firm held senior foreign policy positions during the Eisenhower administration: John Foster Dulles, who served as U.S. Secretary of State; and Arthur Dean, who represented the United States in negotiations resulting in the Korean Armistice Agreement.

Controversies

1954 Guatemala coup d'état
Sullivan & Cromwell's involvement in the 1954 coup d'état in Guatemala is documented. At the time, the firm represented the United Fruit Company (UFC), which had major holdings in Guatemala. UFC used its lobbying power, through the firm and through other means, to convince President Eisenhower, as well as Secretary of State John Foster Dulles, and his brother, CIA director Allen Dulles, both alumni of the firm, to depose the democratically elected President of Guatemala, Jacobo Arbenz.

Insider trading
In 2008, police uncovered an insider trading conspiracy involving a former Sullivan & Cromwell attorney; Toronto Dorsey & Whitney partner Gil Cornblum had discovered inside information at both Sullivan & Cromwell and Dorsey and, with his co-conspirator, a former lawyer and Cornblum's law school classmate, was found to have gained over $10 million in illegal profits over a 14-year span. Cornblum committed suicide by jumping from a bridge as he was under investigation and shortly before he was to be arrested but before criminal charges were laid against him, one day before his alleged co-conspirator pleaded guilty.

Tobacco companies 
Sullivan & Cromwell has worked on behalf of tobacco companies. In 2008, the law firm advised on a merger on the tobacco companies Altria and UST.

Notable employees
 Alexandra D. Korry (partner), chair of the New York City Bar Association’s Committee
M. Bernard Aidinoff (partner), chairman of Section of Taxation of the American Bar Association
Ann Althouse, blogger and professor of law
Louis Auchincloss, novelist, historian, and essayist
Michael Bryant, member of the Legislative Assembly of Ontario
Dhananjaya Y. Chandrachud, Chief Justice of India
Jay Clayton, chair of the U.S. Securities and Exchange Commission (2017–20)
Amal Clooney, human rights lawyer, activist, wife of George Clooney
H. Rodgin Cohen, corporate lawyer
Norris Darrell, president of the American Law Institute
Florence A. Davis, president of the Starr Foundation
Arthur Dean, lawyer and diplomat
Vicente Blanco Gaspar, lawyer and ambassador 
Allen Welsh Dulles, Director of Central Intelligence (1953–61)
John Foster Dulles, U.S. Secretary of State (1953–59)
Ronald Dworkin, philosopher and law professor
Judith Kaye, chief judge of the New York Court of Appeals
Robert MacCrate, counsel to Governor Nelson D. Rockefeller and the Department of the Army for its investigation of the My Lai Massacre
Paul Mahoney, former dean of University of Virginia Law School
Robert McC. Marsh, member of the New York State Assembly and Justice of the New York Supreme Court
Bruce Menin, businessman
Steven Peikin, co-director of the SEC Enforcement Division (2017–20)
Keith Rabois, technology entrepreneur and investor
Frederic C. Rich, author, lawyer, and environmentalist
Samuel W. Seymour, former president of the New York City Bar Association
Hans Smit, Columbia Law School professor and mentor of Ruth Bader Ginsburg
Roy Steyer, Nuremberg Trial prosecutor
Harlan Fiske Stone, Chief Justice of the United States
Chuck Sullivan, New England Patriots executive vice president
Peter Thiel, venture capitalist and co-founder of PayPal
Joseph Tsai, vice chairman of Alibaba Group
Elizabeth Carroll Wingo, Judge on the Superior Court of the District of Columbia 
Mark Wiseman, BlackRock and Canada Pension Plan Investment Board executive
Lori Fisler Damrosch, law professor
Benjamin L. Liebman, law professor
John O. McGinnis, professor at Northwestern Pritzker School of Law

See also 
List of largest law firms by profits per partner
White shoe firms
 Tip and Trade
 Insider trading

References

Further reading

Oller, John (2019) White Shoe: How a New Breed of Wall Street Lawyers Changed Big Business--and the American Century

External links
Sullivan & Cromwell's website
National Law Review profile

 
Law firms established in 1879
Law firms based in New York City
Foreign law firms with offices in Hong Kong
Foreign law firms with offices in Japan