Shearman & Sterling
From Wikipedia, the free encyclopedia
Shearman & Sterling LLP is a world renowned U.S. law firm headquartered in New York City with 19 offices located in major financial centers throughout the world considered to be one of the most prestigious. It is well known for both its litigation and transactional work, especially in International Arbitration, Capital Markets, Finance, and Mergers & Acquisitions.
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[edit] History
More than 130 years ago, Thomas Shearman and John Sterling formed a partnership that would come to play a significant role in the evolution of business and the law. Shearman, who earned a reputation as one of the most prominent litigators of his time, and Sterling, whose legendary relationships made him one of the first true boardroom lawyers, made an effective team. Their powerful combination of courtroom acumen and corporate astuteness laid the foundation for a strong tradition that is embodied by the firm today.
Soon after the firm's beginnings, it began to establish relationships with the most powerful companies and financial institutions on Wall Street, many of which are today's global financial giants. Those relationships laid the cornerstone for Shearman & Sterling's practice, and would lead to its early expansion into the global markets in Europe, the Middle East, Asia and Latin America. From this global base, it participated in major developments in the business lives of its clients.
In one of the first cases of its kind in 1903, Shearman & Sterling took on a case that involved convincing a court that the name of a business was as much an asset as the business itself. Representing the widow of shoe manufacturer John Slater, Shearman & Sterling won the precedent-setting trademark case that allowed its client to sell the name of her husband's company. Today, the Intellectual Property Group at Shearman & Sterling handles cases related to outsourcing, mergers & acquisitions, joint ventures, strategic alliances, licensing, patents, trademarks, trade secrets, copyrights and internet-related matters.
In 1912 the "unsinkable" Titanic met disaster on its maiden voyage across the North Atlantic. Charlotte Cardeza, a socialite and notable big game hunter who had circumnavigated the globe twice in her own yacht, was one of the 700 survivors of the disaster. Returning to New York, Cardeza retained Shearman & Sterling partner John Garver to help her recover the value of her family jewels—estimated at over $500K in 2004 dollars—which were lost in the Titanic safe.
John W. Sterling, founder and former senior partner of Shearman & Sterling, died in 1918 with a sizeable fortune. The trustees of Yale were surprised to learn that Sterling had left the University the residual of his estate, some $15 million. His donation was so large that Yale's chancellors considered renaming the school 'Sterling University.' The bequest would pay for the construction of the Sterling Memorial Library, Law School, Hall of Graduate Studies and other campus landmarks. Sterling Professorships, the most prestigious at Yale, have been awarded to luminaries like writer Wilber Lucius Cross, jurist William O. Douglas and economist James Tobin.
In 1946, post-war Europe struggled to rebuild. Shearman & Sterling dispatched partner Gilbert Kerlin to investigate the whereabouts of 11 companies that had issued dollar bonds through Citibank. Mr. Kerlin returned to the US with major European clients, eventually helping BASF, Siemens and others reenter the US markets. The firm helped settle Germany's external debt, and engineered workouts involving more than 40 German corporations and 14 municipalities. Numerous German corporations also retained the firm to oppose their break-up by occupation authorities.
After World War II, the legal framework for international banking was also in need of repair. One of the most significant tools for international lending was the certificate of deposit introduced in 1961. Shearman & Sterling partner Henry Harfield developed the legal basis for negotiable certificates of deposit and created a legal mechanism for commercial banks to pay interest on deposits. Harfield spent a lifetime working on innovative lending and financing products. His books, "Bank Credits and Acceptances" and "Letters of Credit" remain authoritative texts. His pioneering contributions helped shape the legal framework of international banking.
By 1959, the landscape of international investment banking shifted dramatically with the incorporation of brokerage giant Merrill Lynch. Shearman & Sterling devised a way for Merrill to overcome significant regulatory barriers to become the first publicly traded brokerage house, thereby dramatically increasing access to capital and limiting the liability of the former general partners, now shareholders. Twenty years later, Shearman & Sterling advised on Merrill's acquisition of international banking firm White Weld, laying the groundwork for the diversification and international expansion that would characterize the investment banking powerhouses of the future.
Thanks to a former Shearman & Sterling partner, private placements, as opposed to public offerings, are now a routine event on Wall Street. This wasn’t always the case. The inconspicuously titled Rule 144A allows companies to offer stocks and bonds to US institutional investors without extensive financial disclosure. Linda Quinn, a late partner and former Director of the Corporation Finance Department at the SEC, was the prime architect of Rule 144A. Quinn's contributions were a tremendous step in the development and globalization of capital markets.
The world banking system faced a virtual collapse in 1982 as country after country in Latin America defaulted on their international debt. Shearman & Sterling, in partnership with the World Wildlife Fund, pioneered a 'debt-for-nature swap' that tied debt relief to preservation of some of the world's most important natural areas. The technique, based on the debt-for-equity swap, was used in Bolivia, Chile, Costa Rica, the Dominican Republic and Mexico, and was later exported to other areas of the world, including Madagascar, the Philippines, Poland and Zambia.
Shearman & Sterling established its first overseas office in Paris in 1963. The next decade would bring substantial international work to the firm. In 1964, Shearman & Sterling represented underwriters of the first private company offering of a Eurodollar issue. Within a few years, the firm developed significant business in the Middle East, spurred on by involvement with Sonatrach, the state-owned oil and gas company in Algeria. Today, Shearman & Sterling has 19 offices throughout the world with attorneys practicing US, UK, French and German law. The firm most recently opened an office in São Paulo, Brazil.
In 2003, Shearman & Sterling made a donation to the Foundation for International Community Assistance (FINCA) to develop ten village bank microlending programs in Afghanistan. The first loans were made to women like Fatima Mohammad Mussah, who spent years in an Iranian refugee camp only to return to her homeland with little means to invest in a small, home-based business. Shearman & Sterling attorneys around the globe continue to assist FINCA on an array of corporate issues. FINCA provides microloans to the working poor in 22 countries around the world.
[edit] International Arbitration
As highlighted in The American Lawyer's 2005 arbitration survey, Shearman & Sterling is advising clients in a large number of the most prestigious and high-stake arbitrations. Its International Arbitration Group is universally recognized as one the world's finest.
Created in 1987 by Emmanuel Gaillard, the team now comprises 70 specialized lawyers with a wide variety of professional and cultural backgrounds, operating from its offices in Beijing, Frankfurt, London, New York, Paris, Singapore, and Washington, DC. The group includes lawyers able to conduct arbitrations in English, French, Spanish, German, Chinese, Russian, and Arabic.
Shearman & Sterling's International Arbitration Group has represented companies, states and state-owned entities in over 250 arbitration proceedings, primarily in investment, energy, construction, mergers & acquisitions, and general commercial disputes. These proceedings were held under 62 governing laws, in 35 venues, and subject to all major international arbitration rules.
It offers clients assistance, representation, and advice at all stages of the arbitration process. This includes pre-contentious negotiations, the conduct of arbitral proceedings, advocacy at trial, and the challenge and enforcement of arbitral awards. It also appears before national courts to prosecute or defend applications for interim measures in support of arbitration, such as injunctions, attachments, and orders preserving evidence.
[edit] Capital Markets
Shearman & Sterling's attorneys have been representing clients in some of the most sophisticated and innovative capital-raising transactions for over 100 years. They have navigated the complex regulatory regime that governs their clients' businesses since those regulations went into effect in the first half of the last century. Its practice has grown as its clients' businesses have grown and the capital markets have developed and diversified. In many instances it helped to shape the legal practices that implemented and expanded those developments, notably the growth of the high-yield market, the globalization of capital markets, and the increase in worldwide privatizations.
Shearman & Sterling combines its deep knowledge and experience in capital markets transactions with a broad global presence and full-service capabilities under US, UK, German, and French law. In the United States, its offices in New York City and California represent both issuers and investment banks in the full range of securities offerings, while its office in Washington, DC connects it to evolving government regulation affecting those activities. It also advises many major Canadian companies and banks in their US securities offerings and securities exchange listings.
Shearman & Sterling's lawyers have been active in Latin America for decades, notably on debt issues and on early registration of Brazilian equities with the US Securities and Exchange Commission. In particular, it is noted for its work on the first registered IPO of a Brazilian company with the US Securities and Exchange Commission. It also represented its European clients in a full panoply of capital markets transactions, including the privatization of major state-owned industries. Additionally, its Asian practice is responsible for a number of record-breaking offerings, including some of the largest deals in the region's history.
[edit] Mergers & Acquisitions
Ranked among the world's leading M&A advisors, Shearman & Sterling draws upon decades of experience in sophisticated global markets to deliver integrated strategic and technical advice to its clients. The firm maintains a strong presence in key Asian, European, Latin American and North American markets, providing the highest standard of advice on both international and domestic issues through all its offices. Coordinating both global offices and a myriad of practice areas, the firm's lawyers are market leaders in the disciplines that are key to M&A activity, providing legal work of the highest quality. Shearman & Sterling is dedicated to providing its clients with exceptional legal and business services, using its global presence and an interdisciplinary approach.
The firm handles a full range of transactions: acquisitions and dispositions of privately owned companies, divisions and subsidiaries; negotiated and contested public company acquisitions (including tender offers, exchange offers, takeover bids, mergers and schemes of arrangement); joint ventures and strategic alliances; and substantial equity investments. The M&A group also represents companies and shareholders in shareholder meetings and proxy contests and regularly provides advice regarding issues of corporate governance and control.
Shearman & Sterling's clients include leading industrial, service and financial organizations, as well as growth companies and private equity funds. The firm also represents leading financial institutions in their capacity as financial advisors, as well as representing them in their own acquisition transactions.
For each M&A representation, Shearman & Sterling provides a unified network of lawyers who practice in many jurisdictions around the world and who are skilled in the various disciplines necessary to execute intricate M&A transactions. The firm's integrated approach allows its lawyers to handle significant legal issues quickly, skillfully and effectively.
