The technology, media and telecommunications industries are undergoing dramatic changes, combining and recombining, converging and transforming each other and the world at a staggering pace. Many of our clients are the icons of these industries, and to achieve their goals in this dynamic and volatile environment, they entrust us with their most strategic transactions. Sullivan & Cromwell offers:
 
Unrivalled experience that includes mergers and acquisitions, equity and debt financing, venture capital investments, joint ventures, technology licensing, patent transactions, IP and commercial litigation and antitrust advice. S&C has been able to work with many companies for years on their most important transactions.
 
A seamlessly integrated, global team of lawyers across 12 offices located in leading financial centers in the United States, Asia, Australia and Europe —thought leaders working together to bring our clients all the resources of a preeminent global firm.
 
World-class counsel for the real world that clients have called “a firm whose attorneys elegantly blend technical legal expertise with commercial sensibility” by IFLR1000 2016 and “…some of the very best lawyers in the world for extremely good response times, deep technical knowledge and world-class subject matter expertise” by Chambers Global 2015.

SELECTED REPRESENTATIONS

Hardware:
  • Counsel to the lead financial adviser to ARRIS International (U.S.), in its $800 million agreement with Broadcom Limited (Singapore) to acquire Brocade Communication Systems's (U.S.) Ruckus Wireless (U.S.) and ICX Switch business.
  • Diebold (U.S.), in its $1.8 billion business combination agreement with Wincor Nixdorf (Germany).
  • Japan Display, in its $3.14 billion IPO of common shares, as counsel to the issuer and selling shareholders.
  • Ruckus Wireless (U.S.), in its $1.5 billion acquisition by Brocade (U.S.).
  • Counsel to the underwriters for Sony (Japan), in its $2.4 billion global offering of common stock.

Internet:
  • Alibaba Group (China), in its $1 billion acquisition of Lazada Group (Singapore) and in its agreement with SoftBank Group (Tokyo) to establish a joint venture that will market and sell humanoid robots in the People’s Republic of China.
  • AT&T (U.S.), in its $950 million sale of AT&T Advertising Solutions (U.S.) and AT&T Interactive (U.S.), including yellowpages.com to an affiliate of Cerberus Capital (U.S.).
  • Counsel to the underwriters and certain selling shareholders for Alibaba Group (China), in its $25 billion ADS SEC-registered IPO and U.S. listing.
  • Priceline (U.S.), in its expanded commercial agreement with and $2.0 billion multi-stage investment in Ctrip.com (China), its $2.6 billion acquisition of OpenTable (U.S.) and its $1.8 billion acquisition of KAYAK (U.S.).
  • Rakuten (Japan), in its $1.53 billion follow-on offering of common stock.
  • Skype Global (Luxembourg) and Silver Lake Partners (U.S.), in the $8.5 billion acquisition of Skype by Microsoft (U.S.) from a Silver Lake-led investor group.

Litigation/Arbitration:
  • Blackberry Limited, in obtaining an $814.9 million award in a binding arbitration against Qualcomm Incorporated. The award represents royalty payments made to Qualcomm in excess of those required under Qualcomm’s royalty cap program. The dispute arose in 2015 following Qualcomm’s agreement to cap certain royalties applied to payments made by BlackBerry pursuant to a licensing deal. Blackberry argued that it was overpaying Qualcomm. After settlement discussions, the parties entered into a binding arbitration agreement. The award will help bolster BlackBerry’s plans to invest in the growth of its software business. A final award including interest and reasonable attorneys’ fees will be issued after a hearing on May 30, 2017.
  • j2 Global Communications, in a long number of patent actions, asserting Lanham Act trademark infringement, patent infringement and false advertising claims in the U.S. District Court for the Central District of California and the Northern District of Georgia. S&C negotiated numerous favorable settlements, resolving most of the patent infringement lawsuits brought by j2 Global.
  • Sonera Holding, in its arbitration against Cukurova Holding that found that Cukurova had breached a contract with Sonera and, as a result, owed it $932 million in damages, plus interest, costs and attorneys’ fees. This is the fourth significant International Chamber of Commerce arbitration victory that S&C has won for TeliaSonera. The Firm’s representation of Sonera was noted as one of the “Biggest Arbitration Awards” in The American Lawyer’s annual “Arbitration Scorecard” in 2013.
  • Stryker Corporation, before the U.S. Supreme Court, in a case that addressed the standard to be used for awarding enhanced damages in patent infringement actions. The case arose from the lower court’s finding that Zimmer Biomet Holdings Inc. infringed Stryker’s patented invention. The lower court trebled Stryker’s damages due to the flagrancy and scope of Zimmer’s infringement. Although the U.S. Court of Appeals for the Federal Circuit upheld the jury’s liability ruling, it vacated the increase in damages. S&C persuaded the Supreme Court to set aside the Federal Circuit’s strict standard as “unduly rigid.”
     
Licensing:
  • Eastman Kodak Company (U.S.), in its global settlement agreement with the U.K. Kodak Pension Plan (KPP), including the $650 million spin-off of Kodak’s Personalized Imaging and Document Imaging businesses to the KPP and the $527 million sale of its digital imaging patent portfolio to a consortium organized by Intellectual Ventures (U.S.) and RPX Corporation (U.S.).
  • Intel (U.S.), in connection with numerous IP and technology licensing and strategy matters, including its worldwide patent cross-license and settlement with Advanced Micro Devices (U.S.), its patent agreement with GlobalFoundries (U.S.) and worldwide patent cross-license and settlement agreement with NVIDIA (U.S.).
  • Microsoft Corporation (U.S.), as the organizer of a consortium of technology companies, in the $450 million acquisition of certain intellectual property assets from Novell (U.S.).
  • Office of the Commissioner of Major League Baseball (MLB) (U.S.) and MLB Advanced Media (MLBAM) (U.S.), in numerous transactional and governance matters, including in connection with MLBAM’s formation of BAMTech (U.S.), MLB’s digital streaming technology business, and the subsequent acquisition by the Walt Disney Company (U.S.) of a 33% interest in BAMTech (U.S.).
  • Sony (Japan), in multiple representations involving new audio standard and licensing programs and audio technology.

Media/Content:
  • AMC Networks, in its investment in the BritBox SVOD platform with BBC (U.K.) and ITV (U.K.) (being launched in early 2017), and in its investment in RLJ Entertainment (U.S.).
  • AT&T (U.S.), in its $107 billion pending acquisition of Time Warner (U.S.).
  • FilmYard Holdings (U.S.), parent company of MIRAMAX (U.S.), in connection with beIN MEDIA GROUP’s (Qatar) acquisition of 100% of MIRAMAX.
  • The Madison Square Garden Company (U.S.), in the spin-off of its sports and entertainment business and $226 million sale of Fuse Networks (U.S.) to SiTV Media (U.S.).
  • The Weinstein Company (U.S.), in its successful out-of-court restructuring.

Multi-channel video programming distributors:   
  • AT&T (U.S.), in its $67 billion acquisition of DirecTV (U.S.).
  • Bright House Networks (U.S.), in the $80 billion three-way combination with Charter Communications (U.S.) and Time Warner Cable (U.S.).
  • Cablevision (U.S.), in its $17.7 billion acquisition by Altice (Netherlands).
  • DISH Network (U.S.), in its $3 billion offering of convertible notes, as counsel to the issuer and its agreement with EchoStar to acquire certain hardware, software and over-the-top assets in exchange for DISH’s interests in Hughes Retail Group.
  • Microsoft (U.S.), as an investor in AT&T’s (U.S.) spin-off of AT&T Broadband and subsequent $30 billion merger with Comcast (U.S.).

Semiconductors:
  • Cymer (U.S.), in its $3.9 billion acquisition by ASML Holding (Netherlands).
  • Intel (U.S.), in connection with numerous IP and technology licensing and strategy matters, including its worldwide patent cross-license and settlement with Advanced Micro Devices (U.S.), its patent agreement with GlobalFoundries (U.S.) and worldwide patent cross-license settlement agreement with NVIDIA (U.S.) and its NAND memory joint venture between and next generation memory collaboration with Micron Technology (U.S.).
  • Novaled (Germany), in its $347 million acquisition by Samsung (South Korea).
  • Counsel to the financial advisers to (i) QUALCOMM Incorporated (U.S.), in connection with its subsidiary’s $47 billion acquisition of NXP Semiconductors (Netherlands) and (ii) Broadcom Corporation (U.S.), in its $37 billion acquisition by Avago Technologies Limited (Singapore).
  • SDL (U.S.), in its $41 billion acquisition by JDS Uniphase Corp (U.S.).

Software:
  • ASAC II (U.S.), an investment vehicle led by Activision Blizzard CEO Bobby Kotick and Co-Chairman Brian Kelly, in its $2.34 billion cash purchase of 172 million Activision shares from Vivendi (France).
  • Counsel to the underwriters for Hortonworks (U.S.), in its $115 million IPO and NASDAQ listing.
  • Royal Philips (Netherlands), in its acquisition of Wellcentive (U.S.).
  • The Special Committee of Solera Holdings (U.S.), in connection with its $6.5 billion acquisition by Vista Equity Partners (U.S.).

Telecommunications:
  • AT&T (U.S.), in its (i) $1.9 billion acquisition of Nextel Mexico, (ii) its $2 billion sale of incumbent local exchange operations in Connecticut to Frontier Communications and (iii) its $86 billion acquisition of BellSouth (U.S.).
  • China Mobile Limited, in its $18.4 billion transaction agreement with CMC (China), China Unicom, China Telecom and China Reform to sell their telecommunications towers and related assets to China Tower.
  • Cingular Wireless (U.S.), in its $41 billion acquisition of AT&T Wireless (U.S.).
  • Deutsche Telekom International/Deutsche Telekom (Netherlands), in a $2.75 billion notes offering.
  • Telia (Sweden), in its $8.9 billion IPO of common shares.
  • Tillman Global Infrastructure (U.S.), in its formation with TPG Growth (U.S.) of Apollo Towers (Myanmar).
  • Vodafone Group (U.K.), in its $183 billion acquisition of Mannesmann (Germany) and $65 billion acquisition of AirTouch Communications (U.S.).

FinTech