THE GENERALISTS - Sullivan & Cromwell

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and an important part of Soussloff’s work today. Meanwhile, Telmex set the ball rolling for future privatisations
such as that of YPF in Argentina (which is now in the process of being reversed).
Today, the firm has no trouble securing a place on the most complex cross-border deals in the region across various
practices. Recent M&A work alongside the LAN/TAM tie-up includes the ING-Grupo Sura deal, which spanned
Colombia, Mexico, Chile, Uruguay and Peru (and won the M&A category of Latin Lawyer’s Deal of the Year). Sullivan
& Cromwell has a leading reputation for corporate finance work. Today it eschews routine 144A deals, mainly
because of price and because much of it has become commoditised, in favour of deals that have an extra layer of
work for clients for which risk management is important, such as Bancolombia’s landmark issuances in the US.
“How can we help them in the offering, mitigating risk, making sure disclosure is all as it should be? We apply
market knowledge of the SEC to lower the execution risk and get better terms from underwriters,” says Risoleo.
The team believes it really comes into its own in project finance work, which is known for its multidisciplinary nature.
“Training lawyers on these deals means they learn of all faces of deals – from shareholder agreements to bank
credits,” says Mann. Examples include this year’s US$1 billion loan for Sierra Gorda SCM for a mine in Chile and
a US$1.05 billion financing for Antofagasta’s Esperanza project, also in Chile, in the midst of the global financial
crisis and falling copper prices. Sullivan & Cromwell prefers advising the sponsor because it allows lawyers to get
stuck into the project from the start. The firm favours natural resources work for similar reasons. “The focus on
natural resources means bigger, more complex projects because of where resources are found, and the intrepid
nature of mining and oil companies,” says Mann.
Of course, complex deals of this kind can lead to disputes, which is where Neuhaus comes in. Neuhaus, the firmwide
head of arbitration, says the disputes team has the same approach. Litigators are generalists, although he
does more in Latin America than anyone else, and more of that than anything else. Clients turn to him for dispute
resolution clauses and, often working closely with Galvis, he works through any problem that might arise later.
The firm has done work against sovereigns and is called upon for a company’s biggest problems faced outside its
own country. Since 2006, he has been advising the Central Bank of Argentina in a landmark case on central bank
immunity under the Foreign Sovereign Immunities Act. “That is very interesting litigation because it brings into real
life how finance really works,” says Neuhaus.
A look at Sullivan & Cromwell’s deal list shows the firm’s presence across the region is evenly spread and by no
means centred on Brazil, the region’s largest economy. Whether for better or worse, this is notable when compared
with some rivals and in the context of the boom time the country is experiencing. It also brings us back to the
absence of a Brazilian office. Outside of the US, where most of its lawyers are in New York, Sullivan & Cromwell has
a presence in Beijing, Frankfurt, Hong Kong, London, Melbourne, Paris, Sydney and Tokyo. The firm’s geographical
reach is driven by its desire to be in the major capital centres of the world, but because the firm is not as large as
its rivals (there are approximately 800 lawyers in 12 offices compared to 1,200 across Cleary’s 14 offices) and
its partners work in many different areas, these centres have to offer up a sufficient variety of work for it to be in
the firm’s interest.
For now, Latin American cities do not, São Paulo included. “If we open an office, we view that as a real commitment;
people who are there are limited to what they can cover there,” says Galvis. “An office in Latin America would mean
making difficult choices as people in the team would be committed to that group.”
Cleary resisted opening in Brazil until late 2010 for similar reasons to Sullivan & Cromwell. Since the office opened
in August last year, its head, Juan Giraldez, seen on deals across Latin America, has been busier on Brazilian
matters.
First published on the Latin Lawyer website, 1st June 2012
www.latinlawyer.com