It was a year of superlatives in M&A at Sullivan & Cromwell.
This past year S&C handled Amazon.com’s $13.7 billion acquisition of Whole Foods, the e-commerce giant’s largest deal to date, represented AT&T in its $108.7 billion agreement to acquire Time Warner, the largest deal announced in 2016, and Bayer in its $66 billion acquisition of Monsanto Co., the largest all-cash M&A deal of all time. Partner Eric Krautheimer recently told The Recorder why clients bring some of their most noteworthy deals to the firm.
What do these three sophisticated deals demonstrate about the firm’s M&A capabilities here in the U.S.?
Large, complex, cross-border deals like these are a hallmark of our practice and, in every single representation, for every single client, our M&A team displays the attention to detail, creativity and commercial sensitivity that’s required to ensure our clients’ success in these transactions. Sullivan & Cromwell represents major U.S. corporations in their most noteworthy transactions, and we also represent smaller corporations whose transactions, while possibly modest by monetary standards, are of enormous strategic significance to them.
Another hallmark of S&C that was very much present in all three of those deals was teamwork. Firm lawyers from multiple disciplines and offices around the world worked closely with each other and with the client to get these deals done. This tight collaboration with clients and colleagues gives the M&A team great versatility. The group can execute any type of transaction, in any industry, economic climate or geographic region. That is what you saw in those deals — teamwork across sectors as diverse as e-commerce, the food and chemicals industries, and media and entertainment, and across borders to achieve our clients’ objectives.
What would you say are the traits of deal lawyers and the department overall that keep clients coming back to Sullivan & Cromwell—especially in these sorts of transformational deals?
The S&C philosophy and approach to lawyer training emphasizes the development of generalist experience, deferring specialization while the attorney gains insight into a diversity of sectors and practice areas. The lawyers who emerge from that approach typically possess a combination of creativity and business acumen that means they’re in a position to do more than answer technical legal questions. They can truly partner with clients to serve as business advisers.
A prospective client with an urgent M&A matter calls and asks why your team should be retained to handle it. What is your answer?
Commitment and a depth of knowledge and experience that few can match. M&A really took off about four decades ago, in the late 1970s. S&C was at the forefront then, as now. The keys for us are that we are deeply involved in the totality of any deal, understanding its place in the client’s overall strategy and tailoring our advice and service accordingly.
Our clients recognize that we are dedicated to their entire enterprise and that we are available 24-7. We don’t just drop into a deal, provide a formulaic solution and exit. We blend customized counsel with leanly staffed service. We also find solutions by drawing on our 40 years of doing this. That way the client gets the best advice, with seamless execution and real value.
It all derives from having a culture of excellence, rather than a culture based on hours. From advice on deal structure to victory at trial, if litigation ever becomes part of the dynamic, we are confident that the firm’s formidable track record in M&A transactions provides unsurpassed support to our M&A clients.
What is the firm doing to train up the next generation of M&A lawyers in the firm’s ranks?
In M&A, as in every practice area at the firm, our approach to professional development is based on the philosophy of developing well-rounded, nimble practitioners. Mentoring is absolutely critical to this effort, and our senior lawyers are committed to providing active guidance and feedback through formal mentoring programs and informal interactions.
Our next generation of M&A lawyers regularly works alongside our seasoned practitioners, and those senior lawyers also work to place their junior colleagues front and center in representations. Alison Ressler, whom The Recorder is honoring separately, offers just one of the great examples of leadership on M&A mentoring at the firm. In a law career that has spanned 30 years, she has actively guided young lawyers at S&C and, just as important, served as a stellar professional example. In parallel, through her commitment to diversity at S&C, Alison has worked to enhance the experience of women lawyers at the firm and ensure their talents are developed to the fullest.
How do you balance the need to cross every T and dot every I in a particular deal with demands to be efficient with client resources?
Again, that’s where the generalist approach combines with our seamless cross-practice teamwork. Lead lawyers work side-by-side with clients on development of strategies and approaches to matters, then deploy our expert personnel across the relevant practice areas to meld high-level planning with meticulous execution.
How are your M&A teams using technology to work more efficiently?
Our focus has been on what we as a firm are doing to ensure that the services we provide are delivered with utmost efficiency, and we invest continuously in our technology to achieve that objective. S&C’s technological backbone is one of the most advanced in the legal industry — enabling efficient, reliable, secure collaboration among S&C lawyers across all offices globally and with clients. Two examples would be our approach to digital knowledge management and our text analytics.
We maintain a fully integrated and cross-referenced searchable database of the experience of 875 lawyers, the profiles of more than 84,000 transactions and litigations, 8 million documents, 30 million case-related communications, as well as millions of scanned paper records and our unparalleled collection of closing sets. All of this is at the fingertips of our legal professionals.
Separately, S&C also uses advanced text analytics to help lawyers increase the efficiency and accuracy with which they work with documents. For example, diligence documents can be automatically analyzed to point out clauses of interest and possible concern. Tools are leveraged to automatically verify that the document “mechanics” such as tables of contents, cross referencing, definition checking, etc. are correct.