Established in 1992, Sullivan & Cromwell’s Hong Kong office serves as a strategic point for significant transactions that involve Greater China and Asia Pacific companies or assets. The Firm also advises clients on significant cross-border transactions in the rest of Asia and elsewhere in the world.
Leveraging our deep insight of the Greater China and international markets as well as our resources around the world, we offer tailored advice to meet clients’ commercial and business objectives in mergers and acquisitions, capital markets, corporate finance, private equity and project development and finance matters.
With nearly 30 years on-the-ground experience, S&C has been involved in numerous precedent-setting transactions in Greater China, including the first H-share listing by a Chinese company, the first Yankee bond offering by a Chinese state-owned company, the first-ever merger of two SEC-registered Chinese companies and the first-ever private sector merger between two Chinese companies.
We have a dedicated, highly skilled team of lawyers in S&C’s Hong Kong and Beijing offices, who work as one integrated team to provide U.S., Hong Kong and English law advice to clients in Greater China, the Asia-Pacific region and around the world. Well trained as generalists within broad practice areas, our multilingual lawyers are familiar with navigating the challenges to bridge the cultural, language and legal gaps among different parties.
Sullivan & Cromwell's Commercial Real Estate Group occupies a unique leadership position in global commercial real estate transactions. As an industry-based Group, its real estate attorneys utilize a multidisciplinary approach to offer clients expertise in public and private market joint ventures, acquisitions and dispositions, financings and capital markets issuances, leasing, bankruptcy and creditors' rights, the structuring and formation of private equity funds, separate accounts and other real estate investment vehicles, complex restructurings of family-owned businesses and assets, and stadium development financing and other sports-related matters.
Corporate governance represents an increasingly complex and critical area of focus for public companies. As boards of directors and management teams consider governance policies, they must also ensure that they protect long-term shareholder value and retain the flexibility to deal with takeover attempts and activist campaigns.
S&C's cross-disciplinary teams—which include lawyers from our preeminent M&A, capital markets, executive compensation, takeover defense and activism, corporate governance litigation, cybersecurity and corporate investigations practice areas—offer the experience and insight to assist clients in effectively addressing these goals. In extraordinary situations, we can also field a crisis management team that is skilled in navigating the rapidly shifting complexities that can arise.
In every area of corporate governance—from ordinary course disclosures to extraordinary activist campaigns—we offer market-leading expertise honed from decades of experience.
Reporting and Disclosure
We have unparalleled experience with SEC reporting obligations and disclosure requirements. Our lawyers were instrumental in the drafting and development of the Securities Act of 1933, Securities Exchange Act of 1934 and Investment Company Act of 1940, and we remain one of the most experienced law firms in matters before the SEC.
Shareholder Activism
Shareholder activism can be extraordinarily disruptive if not handled with appropriate care. We look beyond a simple defense strategy, and design a holistic approach, providing clients with a “playbook” for success that draws expertise from across S&C's practice areas. Defense tactics that provide short-term relief are only part of the solution, as successful outcomes must be measured over the long term. We also partner with clients to respond to shareholder proposals and demands, and regularly work with issuers to craft no action letters and opposition statements in relation to shareholder proposals.
Governance Policies and Practices
With a pragmatic commercial perspective that avoids needless technicalities, we help clients analyze existing practices and disclosures, including those relating to director independence, diversity and executive compensation, among other matters. We're at the forefront of regulatory developments and actively participate in the rulemaking for and interpretation of the governance and disclosure-related rules of the SEC, the CFTC, the NYSE and NASDAQ and in the broader dialogue on developing market practices.
S&C partners have authored the Public Company Deskbook: Complying with Federal Governance and Disclosure Requirements, a comprehensive treatise on governance and disclosure reforms for legal and accounting professionals.
Corporate Purpose and Sustainability
With the increased focus on corporate purpose and sustainability, we bring a sophisticated and nuanced approach to assist with business planning and shareholder engagement. In each case, our cross-disciplinary teams find tailored solutions that strike the right balance, depending on our client's unique situation. Our work includes:
Executive Compensation
Our executive compensation practice has been a recognized leader for more than 20 years, representing companies in their most significant matters, including in extraordinary corporate events, in the context of transition and succession planning, and in a regular advisory role. We have built deep relationships with public companies, their directors and executives on multiple levels, with advice regularly encompassing business structure, corporate governance, securities, disclosure and tax considerations.
The Intellectual Property and Technology Transactions Group advises clients on a broad range of intellectual property (IP) and technology issues confronting today's businesses. The Group structures, drafts and negotiates IP- and technology-intensive transactions. These transactions include the IP and technology aspects of mergers, acquisitions, joint ventures, spin-outs, financings and other corporate transactions, as well as IP and technology acquisitions, divestitures, licenses, collaborations, outsourcing and settlements.
Sullivan & Cromwell's Labor & Employment Group regularly advises clients on their most challenging matters related to state and federal employment law. In the evolving landscape of the workplace, we provide guidance on emerging legal issues involving social responsibility, Human Capital Management, diversity and inclusion, and COVID-19 regulations and requirements.
We take a cross-disciplinary approach, working collaboratively with our colleagues from other practice areas to provide clients with a full range of labor and employment services. Working with our Corporate Culture, Workplace Investigations & Whistleblower Litigation Group, we conduct sensitive and complex corporate and workplace internal investigations, including examining whistleblower claims and retaliation allegations. The Group also works closely with members of the Firm's Executive Compensation Group.
Sullivan & Cromwell's Criminal Defense & Investigations Group (CDIG) is adept at resolving issues on the cutting edge of enforcement and regulatory activity. With more than a dozen former federal and state prosecutors, as well as other skilled lawyers, our team understands how government authorities pursue cases and anticipates shifts in enforcement priorities. We have played a leading role in virtually every major U.S. law enforcement initiative of the past 20 years, and our lawyers have handled more than 125 criminal trials in federal and state courts.
Our CDIG lawyers routinely appear before all major enforcement agencies and have extensive experience handling multiagency investigations and cross-border enforcement actions involving white collar, criminal defense and regulatory issues.
