Sullivan & Cromwell

Sullivan & Cromwell is a New York City law firm formed on April 2, 1879 by Algernon Sydney Sullivan and William Nelson Cromwell. John Foster Dulles became its sole managing partner in 1927 and his brother Allen Dulles joined in October 1926; in 1953 John Foster Dulles became Secretary of State and Allen Dulles Director of Central Intelligence. In the 1930s the firm's clients included International Nickel, the J. Henry Schroder Banking Corporation and the companies of the United Fruit Company group. In 2022 its sworn disclosures in the FTX bankruptcy listed Sam Bankman-Fried as a former client and named competitors, counterparties and banks of the FTX group among its current ones.¹²³⁴

Panama

The firm's first international matter of size was the sale of the assets of the French Panama canal enterprise. Cromwell was hired by the Paris-based New Panama Canal Company, and after the Isthmian Canal Commission fixed a price of 40 million dollars he submitted to his client a bill for 800,000 dollars, "amounting to 2 percent of a tough transaction." The company rejected it and took the fee to a French arbitrator; the firm retained the French senator and lawyer Raymond Poincare, who obtained no more than 200,000 dollars for eight years of work. Cromwell was appointed general counsel and fiscal agent of the new Republic of Panama.⁵

The firm's own account of the canal work survives in the brief it filed with the French arbitrators to justify the fee, which the House Committee on Foreign Affairs printed in full in 1913 during hearings on a resolution of Representative Henry T. Rainey. The brief recorded a letter of February 21, 1897 in which Cromwell proposed to the company a plan of action "different, open, audacious, aggressive," and a letter from the firm to President William McKinley of April 30, 1900. It also described how, in the presidential year 1900, "Mr. Cromwell saw Senator Hanna and other Republican leaders and urged that the Republican Party should not again pledge itself to the cause of Nicaragua," and how the words "an isthmian canal" replaced "the Nicaragua Canal" in the Republican Party platform.⁶

Rainey told the committee that Cromwell had given 60,000 dollars to the Republican campaign in 1900, that the money "came directly from the Panama Canal company in Paris," and that "Mr. Cromwell charged it up there as a part of his necessary expenses." He said the evidence had been placed before him by the New York World, which had collected it to defend the criminal libel suit the government of the United States brought against the paper. The World's reporter Henry N. Hall testified that the 60,000 dollars went to the Republican National Committee, "of which Senator Hanna was chairman," and, asked for his authority, named a statement by Philippe Bunau-Varilla to Don C. Seitz of the World. Bunau-Varilla, in a statement printed with the hearings, called the attribution "a pure fiction" and said that when Cromwell sought reinstatement as the company's counsel in 1902 he described the account outstanding as "only a trifling matter of one or two thousand dollars." Hall told the committee that the brief showed how Cromwell "planned a revolution when he saw that the treaty never would be accepted by Colombia."⁶

In an episode the firm's 1988 historians placed in John Foster Dulles's years as an associate, the United Fruit Company and a New York banker tried to have Panama remove Cromwell as fiscal agent. The State Department's solicitor, Robert Lansing, who was Dulles's uncle, lobbied for Cromwell and wrote that "the Fruit Company [is trying] to extend its dominion into Panama." The authors stated that Dulles "put even Cromwell in his debt."⁷

The Dulles Brothers' Arrival

Royall Victor, the managing partner, died in May 1926 after collapsing on his yacht at Oyster Bay. Cromwell appointed a four-man directorate of John Foster Dulles, Wilbur L. Cummings, Edward Green and Eustace Seligman; Dulles took over from Cromwell the accounts of International Nickel, American Bank Note, Cuban Cane Sugar and the Gold Dust Corporation, and handled European work through Arthur H. Dean, Norris Darrell and George Sharp. Allen Dulles started at the firm in October 1926, and in 1927 John Foster Dulles became sole managing partner.²

Stephen Kinzer wrote that Allen Dulles helped the Schroder bank "expand from Germany to become a global financial power" and that he did well "with timely investments in several companies his firm represented, among them International Nickel, Babcock & Wilcox, and United Fruit."⁸

Loans to Germany and the Berlin Office

From 1924 to 1931 the firm handled 1.15 billion dollars in loans to Germany and the rest of Europe, 250 million dollars to Latin America and 139 million dollars to Japan. To manage the volume it started a Berlin firm, Albert & Westrick, led by Heinrich Albert, a German agent in the United States before American entry into the First World War who was deported, and his associate Gerhard Westrick.⁹

After the Nazi Party took power in 1933, cables from the firm's Berlin office carried the salutation "Heil Hitler," which Lauson Stone, a lawyer who received the correspondence in New York, found shocking. Dulles had frequent appointments with representatives of I.G. Farben and Solvay. In June 1935 Allen Dulles visited Berlin, was met at the airport by the firm's Joseph Grazier, spent a day seeing "our lawyer friends Albert, Westrick, etc.," and on returning told his brother to close the office. At a partners' meeting Allen Dulles said the firm "would suffer more if they didn't abandon" it, and Arthur Dean said: "In view of the fact that Edward Green, Eustace Seligman and Art Jaretzki, Jr., were Jews, it would seem better to me if we didn't represent in any way any German clients." One version recorded that John Foster Dulles "capitulated, 'in tears.'" Dean later said: "There was no argument, no confrontation, no threat to take action if Foster didn't agree."¹⁰

A 1957 authorized biography by John Robinson Beal stated that "the Berlin office was closed in 1934 and German firms were notified that Sullivan & Cromwell wished to sever further connections," and I.F. Stone quoted that passage in April 1957. The authors of the 1988 history of the firm, Nancy Lisagor and Frank Lipsius, placed the partners' meeting after Allen Dulles's June 1935 trip and wrote that Dulles "soon obfuscated the date of the office's actual closing, conveniently moving it back to 1934."¹⁰¹¹ Albert & Westrick was disbanded with the loss of the firm's business, and in 1936 the German government chose Albert to head the Ford Motor Company in Germany.¹²

Allied Chemical, Schroder and Axis Contacts

In the early 1930s the firm represented Solvay, the Belgian owner of 20 percent of the Allied Chemical and Dye Corporation and a partner of I.G. Farben in the chemical cartel, in a proxy fight against Allied's management. Rogers Lamont, an associate who had worked in the Berlin office, acted as secretary of the stockholders' committee; Allied's president, Orlando F. Weber, had referred to "foreign-subsidized cartels." Lamont left the firm for the British army and was killed on May 27, 1940; Albert had written to Dulles in December 1939, "Is it true that Lamont has gone as volonteer to England in order to fight us?"¹²¹³

In 1937 Allen Dulles joined the board of the J. Henry Schroder Bank, the American subsidiary of the London bank that Time magazine called in 1939 "an economic booster of the Rome-Berlin Axis." In 1938 and 1939 he tried to help German buyers acquire the American Potash and Chemical Corporation, and in the summer of 1938 John Foster Dulles represented the Bank of Spain in an effort to collect 15 million dollars.¹⁴ Kinzer wrote that the Schroder Banking Corporation, "another longtime Sullivan & Cromwell client, served as financial agent for" United Fruit, American and Foreign Power and International Railways of Central America. In the 1949 special election for the United States Senate in New York, Dulles's Democratic opponents charged that his work for the Schroder bank and other German firms made him "a lawyer for those who built up the Nazi Party."³¹⁵

In 1940 Westrick, by then Hitler's representative in the United States, called on Dulles in New York; Dulles "met willingly with Westrick, as did Dulles's son Avery." A lawyer named Thomas Childs, who had wanted the firm to represent the British government, said that the British "recalled the Westrick ploy then, and thought it serious enough to turn away from Sullivan & Cromwell."¹⁶

Wartime Intelligence

Allen Dulles headed the Office of the Coordinator of Information, then went to Bern for the Office of Strategic Services. In 1945 he took a leave of absence from the firm to recruit former German intelligence officers for the unit that became the Central Intelligence Agency, and he returned to Sullivan & Cromwell in New York in 1946.¹⁷

The Oil Cartel Case

On January 11, 1953, the week of John Foster Dulles's confirmation hearing, the Department of Justice offered to drop criminal charges and bring only a civil suit against the oil-cartel defendants if they produced the documents requested in the criminal case. Arthur Dean, speaking for the thirty-five lawyers for the companies and for Standard Oil Company (New Jersey), called the offer "outrageous blackmail" and said: "If it were not for the question of national security, we would be perfectly willing to face either a criminal or a civil suit." Two months later the new administration abandoned the criminal investigation without asking concessions. Dulles had the National Security Council set up a special committee to "screen evidence and segregate from public disclosure evidence with national security implications"; the Justice Department catalogued his actions, and Lisagor and Lipsius called the result "a clear conflict of interest, considering his close ties to the defendants' counsel."¹⁸

Dulles asked Dean to negotiate the Korean War prisoner exchange, telling the Republican National Committee chairman Leonard Hall that "there might be criticism about his taking someone from his old firm." Dean told Dulles he would not let the assignment interfere with the oil litigation because "no one else is prepared"; a week later the judge who was to hear the argument withdrew for health reasons and the proceedings were postponed indefinitely. Dulles also wrote to Hall that with himself as Secretary of State, Allen as "Deputy CIA" and Norris Darrell as Under Secretary of the Treasury, "a rather frightening picture could be drawn by unfriendly persons." Darrell stayed in New York and was used to draft the Internal Revenue Code of 1954. Handwritten notes for Dulles's January 1953 confirmation hearing referred to "Hiss," "bipartisan foreign policies," and "Cromwell estate," the last, in the authors' account, concerning aid to the Soviets.¹⁹

Vested German Property

In 1953 and 1954 a special subcommittee of the Senate Judiciary Committee chaired by Senator Everett Dirksen held hearings on amending the Trading with the Enemy Act to return property vested by the Alien Property Custodian. At the hearing of July 20 to 22, 1953, Ernest K. Halbach, president of the General Dyestuff Corporation, told the senators that the Sullivan & Cromwell lawyer who represented him had repeatedly warned him that his stock option put his job at risk if he did not settle, and had told him when the case was settled: "Ernest, you are a very sensitive man and if you go on with this trial you are going to kill your wife."²⁰

The Halbach case was summarized in the record of the July 1 and 2, 1954 hearing on S. 3423. Four thousand seven hundred twenty-five shares of General Dyestuff, a sales subsidiary of General Aniline and Film Corporation, had been transferred to Halbach before the Second World War and were vested in June 1942 as the property of I.G. Farben. He was represented by Stoddard M. Stevens Jr. of Sullivan & Cromwell, and on January 27, 1945, two days before trial, the Custodian paid him 557,500 dollars (118 dollars a share). In 1951 Halbach sought to reopen the settlement on a claim of duress, and Judge McLaughlin found a "complete failure to prove duress."²¹

On July 2, 1954, Secretary of State Dulles testified at that hearing that "there is no objection from any foreign policy viewpoint to the return, as a matter of grace, of vested German property and of Japanese property," and that "I would like to see a return to our historic position, the position of the sanctity of private property in time of war." The Nashville lawyer Cecil Sims, who opposed the bill, said in his testimony that Halbach "was represented by Sullivan & Cromwell, which I consider to be the finest law firm in the United States, with one possible exception in Tennessee."²¹

Lisagor and Lipsius wrote that Dulles "turned to Sullivan & Cromwell to carry out his support for Germany," that the Custodian's holdings were valued between 15 million and 200 million dollars "depending on the valuation of Sullivan & Cromwell client General Aniline & Film," and that Dulles tried to have the Attorney General postpone the sale of the Hugo Stinnes Corporation, calling Dean to "get help in making sure Germans bought the shares." Dean spoke with Andre Meyer of Lazard Freres. The Deutsche Bank of Frankfurt was the sole bidder, and the authors wrote that Dean's role "remains submerged in classified documents," identified only as the "Stinnes matter."²²

United Fruit and Guatemala

Kinzer wrote that United Fruit "was a prized Sullivan & Cromwell client" for most of its existence, that Foster and Allen Dulles both did legal work for it and "both reportedly held substantial blocks of United Fruit stock," and that the firm represented American and Foreign Power Company, owner of the electric company of Guatemala, and International Railways of Central America, owner of its railway network. The company's former vice president Thomas McCann wrote that its longtime general counsel Sam G. Baggett told him Dulles "was reputed to be the author of the actual concessions" negotiated for United Fruit, among them the 1936 agreement with General Jorge Ubico that gave the company 99 years' rule over tracts amounting to one-seventh of Guatemala's arable land and control of its only port.³

On June 21, 1954, I.F. Stone's Weekly wrote that the law firm in which Dulles was senior partner "is counsel for International Railways, which controls the transport system of Guatemala for United Fruit, and counsel for the Schroder bank, which served German coffee interests whose plantations in Guatemala were expropriated in the last war."²³ On June 27, 1954 the Guatemalan commanders gave President Jacobo Arbenz a "final ultimatum" and he announced on radio that he would surrender power, in the coup the Central Intelligence Agency ran as Operation PBSUCCESS. Dulles testified on vested property five days later.²¹²⁴

Iran, Suez and Cuba

According to Lisagor and Lipsius, "Through Allen Dulles, the firm represented the Anglo-Iranian Oil Company," and after the overthrow of Mohammad Mossadegh the firm helped "smooth the way for a redivision that cut the major American oil companies in on the British concession." Kinzer wrote that the Schroder Banking Corporation, on whose board Allen Dulles sat, served as financial agent for Anglo-Iranian, and that John Foster Dulles was then seeking business in Iran for another client of the firm, the Chase Manhattan Bank. In October 1956 Dean met the Israeli ambassador Abba Eban about Egypt's closure of the Suez Canal to Israeli ships and told Dulles he would "go back and get hold of execs of Standard Oil of NJ."²⁵²⁶

A Sullivan & Cromwell partner, Laurence A. Crosby, resigned in 1946 to live in Cuba, where he held executive positions in sugar companies and chaired the U.S. Cuban Sugar Council from 1954 to 1960; Lisagor and Lipsius wrote that the Dulles brothers "had access to information about Castro" through him.²⁷

Washington Alumni

Allen Dulles returned to the firm after the Bay of Pigs invasion as a 50,000 dollar a year of counsel, served on the Warren Commission in 1963 and then resumed at 16,000 dollars a year. Dean negotiated the nuclear test ban treaty in 1961 and 1962 with the rank of ambassador, and, after writing to President Lyndon B. Johnson on his 1964 election and 1965 State of the Union message, proposed a Committee for an Effective and Durable Peace in Asia whose advertisement solicited funds sent to the firm at 48 Wall Street. A catalogue prepared for the 1979 centennial counted 739 lawyers who had passed through the firm, among them "a secretary of state, an attorney general, and a director of the Central Intelligence Agency."²⁷²⁸

William Bradford Reynolds began his legal career at the firm in 1967 and practiced there for three years; he joined the Justice Department in 1973 as an assistant to the Solicitor General and in 1981 became Assistant Attorney General for Civil Rights.²⁹ Peter Thiel, according to PayPal's 2001 registration statement, "practiced securities law with Sullivan & Cromwell" before trading derivatives and, from September 1996, managing Thiel Capital Management.³⁰ Keith Rabois, an executive of PayPal and later a director of Affirm, "has also practiced as an attorney at Sullivan & Cromwell," according to Affirm's 2020 registration statement.³¹ Jay Clayton, a partner from 2001 until 2017, became chairman of the Securities and Exchange Commission on May 4, 2017.³² As the SEC's former chairman and Apollo Global Management's lead independent director, he was named non-executive chairman of Apollo on March 22, 2021, succeeding its founder Leon Black, whose estate-planning memorandum from the firm had been forwarded to Jeffrey Epstein in 2017.³³ The judges of the United States District Court for the Southern District of New York appointed Clayton, already serving there as interim United States Attorney by appointment of the Attorney General, United States Attorney for the district effective August 20, 2025. The Senate confirmed him as Director of National Intelligence on July 28, 2026 by 51 votes to 47.³⁴ The website of the United States Attorney's Office for the Southern District of New York states that Jamie McDonald, after serving as an assistant United States Attorney until 2017 and as director of enforcement of the Commodity Futures Trading Commission from 2017 to 2020, was a partner of Sullivan & Cromwell and co-head of its securities and commodities investigations practice, and he is listed as the office's United States Attorney.³⁵

The 2008 Financial Crisis

H. Rodgin Cohen, a partner of the firm, was involved in the fall of 2008 in "the failed attempts to find a buyer for Lehman Brothers, the federal government's takeover of Fannie Mae, the government's bailout of AIG, and Wells Fargo's purchase of Wachovia," and earlier that year in the negotiations that led to JPMorgan Chase's purchase of Bear Stearns, according to the PBS Frontline introduction to two interviews he gave on December 1, 2011 and December 29, 2012.³⁶

The Epstein Record

A Justice Department release of Jeffrey Epstein's email includes a message of July 24, 2017 from Barry J. Cohen to Epstein, subject "S&C: Leon Black Estate Planning," forwarding a "Privileged & Confidential" memorandum on "Leon Black Estate Planning" that Charles T. Dowling of Sullivan & Cromwell had sent on July 12, 2017 to Ada Clapp and two others. Cohen's covering note read: "Let us know what issues you have."³⁷

FTX

According to the sworn declaration of its partner Andrew G. Dietderich, the firm was engaged by the FTX group "for a limited number of matters prior to the Petition Date, chiefly with respect to acquisition transactions and specific regulatory inquiries relating to certain U.S. business lines," for total fees and expenses of 8,564,487.50 dollars from July 2021 to the petition date of November 11, 2022, and was "not primary external counsel to any Debtor." The United States Trustee noted that Ryne Miller, general counsel of the FTX US entity, was "a partner at S&C until about 14 months before the filing" and had been an S&C partner "of eight years."³⁸³⁹

In the ninety days before the petition the debtors, or others for them, paid the firm 23,882.50 dollars on August 26, 2022; 81,665 dollars on September 6; 142,611.53 dollars on October 5; 195,484.33 dollars on October 19; 166,493.75 and 555,030.05 dollars on October 20; and 2,253,670.77 dollars on November 3. A 12 million dollar retainer was "funded by Debtor West Realm Shires Inc." before the petition, and at the petition date the firm held 8,971,661.14 dollars of it as an evergreen retainer. Partner rates in the application ran from 1,575 to 2,165 dollars an hour.³⁸

Schedule 3 to Dietderich's declaration listed "Samuel Bankman-Fried" as a former client, with the note "Transactional work arranged for and paid by Debtor Alameda Research Ltd. (total historical fees $195,000)," and Nishad Singh as a former client for 23,882.50 dollars. Schedule 2 listed as current clients, among others, BlockFi, Coinbase, Gemini, Kraken, Sequoia Capital, Ribbit Capital, Anchorage, Consensys, Bank of America, Morgan Stanley, HSBC, Wells Fargo, UBS, Major League Baseball, and the ultimate parents of JPMorgan Chase Bank and Silicon Valley Bank.⁴

Warren Winter's amended objection and the declaration of Daniel Friedberg, the former FTX chief regulatory officer, alleged conflicts. Friedberg swore that Miller "informed me that it was very important for him personally to channel a lot of business to S&C as he wanted to return there as a partner after his stint at the Debtors." The Trustee's objection of January 13, 2023 sought a supplemental disclosure. On January 20, 2023 Judge John T. Dorsey ruled: "there's nothing in the record before me to indicate that ... any investigation would be required of those transactions with which Sullivan & Cromwell might have been involved," found that any potential conflict was met by the debtors' conflicts counsel, and approved the retention.³⁹⁴⁰

On January 19, 2024 the United States Court of Appeals for the Third Circuit reversed the denial of the Trustee's motion for an examiner; James L. Bromley and Brian D. Glueckstein of Sullivan & Cromwell appeared for the debtors.⁴⁰ The examiner, Robert J. Cleary, reported on September 25, 2024 on the firm's representation of Bankman-Fried in his purchase of about 500 million dollars of Robinhood shares. The representation ran from April 14 to August 5, 2022, was led by the firm's Joseph Hearn and Eric Queen under the partner Mitch Eitel, and began with an email from Miller of April 14, 2022 under the subject line "Sam trading question." Cleary found that the firm "provided regulatory advice to Bankman-Fried in his personal capacity" and "did not serve as Emergent's counsel," that it had no disqualifying conflict, and that it "did not obtain actual knowledge of, or ignore any red flags suggesting, fraud or malfeasance."⁴¹

The fee examiner's report of September 5, 2024 recorded that the firm sought 26,877,397.90 dollars in fees and 98,979.37 dollars in expenses for February 1 to April 30, 2024, and listed among areas of concern "too many attorneys billing to monitor the Bankman-Fried sentencing proceedings, and work related to the firm's own defense in the FTX multidistrict litigation pending in the Southern District of Florida." Garrison v. Sullivan & Cromwell LLP, No. 1:24-cv-20630 (S.D. Fla.), a putative class action by investors, was filed on February 16, 2024; the firm moved to dismiss on May 13, 2024, and the plaintiffs' lawyer said in October 2024 that after the examiner's second report there were "no claims at this stage."⁴²⁴³