George C. Kern Jr., the founding partner of Sullivan & Cromwell’s mergers and acquisitions practice, died Nov. 27 at home. He was 86.
Kern joined the firm in 1952 and eventually became its lead lawyer in takeover defenses and proxy battles, working on some of the largest corporate mergers in history.
He set up the firm’s M&A practice in the late 1970s in an effort to compete with other top takeover firms at the time. According to the firm, M&A soon became its most profitable group, with Kern as chief rainmaker.
In 1984, Kern led a team that represented Gulf Oil Company in its $13.4 billion merger with Chevron, the largest corporate acquisition in history at the time. He also advised Carnation in its $3 billion acquisition by Nestle, then the largest non-oil acquisition ever.
Kern defended plumbing and air conditioning equipment-maker American Standard Inc. against a hostile takeover bid by Black & Decker in 1988, helping to steer it toward a white-knight acquisition by Kelso & Co. for $2.53 billion.
At Sullivan & Cromwell, Kern was known for his sense of humor as well as his success with clients.
“With a booming voice that commanded attention and a laugh that was ever present, he stood as a leader of the M&A bar and helped shape the practice of M&A for a generation of lawyers that followed him,” the firm said in a statement.
In the late 1980s, the New York Law Journal reported Kern became the subject of a highly publicized lawsuit when the Securities and Exchange Commission charged him with violating federal securities disclosure requirements for failing to promptly disclose his client’s talks with a third party during a takeover contest.
After four years of litigation, the five-member panel in 1991 dropped its efforts to penalize Kern, ruling it did not have authority to issue a general order forcing him to comply with securities laws. Kern’s star team of experts in the case included Wachtell, Lipton, Rosen & Katz founding partner Martin Lipton; securities law expert and Harvard Law professor Louis Loss; former SEC commissioner Francis Wheat; and top investment banking executive Robert Greenhill.
As a young lawyer in the 1950s, Kern worked on the merger of G.R. Kinney and Brown Shoe companies in one of the first transactions to be challenged by the federal Justice Department under the modern antitrust statute.
Kern served in the U.S. Navy as a public information officer in Germany from 1947 to 1949 before attending Princeton University as an undergraduate.
He graduated from Yale Law School 1952. He was elected a partner of Sullivan & Cromwell in 1960, and he remained at the firm until he retired in 1993.
Kern is survived by his daughter, Heath Kern Gibson, and a granddaughter. His wife of 42 years, Joan Shorell, died in 2005.
Funeral services will be held Monday, Dec. 3 at 4 p.m. at Madison Ave. Presbyterian Church, 921 Madison Ave.