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Sullivan & Cromwell

This firm was founded in 1879 by two partners who were instrumental in developing the practice of law specializing in business and not simply litigation. This concept of counselors with a grasp of both law and economics has been an important element in the growth of American industry. The firm has continuously treated the law as a living force that not only regulates but also advances enterprise. It has maintained a high degree of flexibility in matching creativity within the law to the changing forces of commerce.

Algernon Sydney Sullivan went into the practice of law in 1849. His early years were difficult: his wife died in the first year of their marriage, and in the depression of 1856 he was called upon to repay the notes of friends and clients which he had co-signed, an obligation that took him most of the rest of his life to fulfill. He was known for his gracious and highly principled practice of law, and he was joined in 1879 by William Nelson Cromwell, a lawyer entrepreneur who was the archetype of a new breed crucial to the expansion of American industry. Until that time, the country was one of extractive and agrarian businesses. But with the developments of Messrs. Edison, Westinghouse, and Bell, the men of mechanical and electrical inventiveness began to change America into a modern industrial society. Manpower, ideas, and natural resources were readily available. The critical shortage was capital, and it was this opportunity-developing a new kind of legal practice to facilitate the flow of capital-that Sullivan & Cromwell was successfully able to meet.

When Sullivan died in 1887, William Cromwell stayed the course, emphasizing the need to serve business clients by analyzing their financial conditions and getting to understand their total needs-a concept that may seem logical today but was pioneering a century ago.

The firm orchestrated the formation of U. S. Steel Corporation, for example, a large block of whose stock was paid to the firm as a major part of its fee. It assisted in the complex issue of debt by the Pennsylvania Railroad in 1906 to Credit Lyonnais and Banque de Paris et des Pays-Bas, under which proceeds were drawn down over an extended period. And it played a pivotal role in the formation of, and obtaining presidential approval for, the construction of the Panama Canal.

Sullivan & Cromwell moved its offices to 48 Wall Street in 1929, a space it occupied for over forty years. At that time, John Foster Dulles was the managing partner. He was a man of forbidding personality who saw the law as a dynamic force. At one point he described it as "a codification of what the community believes to be a sound and constructive way of living." He went on, "it does seek to prevent men's desires from clashing in ways that are destructive of the social order. But it should also point the way to doing what is creative and constructive. Law, particularly the so-called common law which underlies, and sometimes in practice overrides, statutory law, is flexible. It can, and should, be added to, so as constantly to open new avenues for the accomplishment of what will serve the common good."

John Foster Dulles helped draft the Charter of the United Nations, was the chief negotiator of the Japanese Peace Treaty, and served as Secretary of State under President Eisenhower.

During the 1950s Sullivan & Cromwell was an active participant in bringing overseas issuers to the United States capital markets-foreign governments and cities as well as public international organizations, such as the World Bank, the European Coal and Steel Community, and the European Investment Bank. The firm had developed extensive expertise in the disclosure of material information about foreign issuers in domestic registration statements.

In 1970 the firm worked with the leading advocates of public ownership of securities of New York Stock Exchange member firms, acting as counsel on the first such offering and many subsequent ones. It played a principal role in creating the Securities Investor Protection Act of 1970 and has been active in the creation and amendment of a variety of federal securities laws. Its expertise in banking and investing company activities is perhaps the most extensive available anywhere.

In the areas of tax, estate and corporate reorganizations (mergers and acquisitions) the firm has developed specialist teams that are well known for their expertise and capability. Twenty years into its second century, the firm has 475 attorneys, three domestic and six foreign offices, continuously focusing on serving its clients as creative business lawyers.


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