Marc R Trevino

(The following information was supplied by the firm)

Marc Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group. He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., Phi Beta Kappa, 1990).

Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions. Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practising Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.

For over twenty years Mr. Treviño has represented prominent institutions and individuals in their most public and challenging transactions. His clients have included AIG, Anthem, Bank of Butterfield, Bank of New York Mellon, Barclays, Cheniere, CIT Group, The Clearing House Association, Evercore, Fiat Chrysler Automobiles, Fortress, Goldman Sachs Group, ISS, JPMorgan Chase, Kodak, Lending Club, Microsoft, Moody’s, New York Stock Exchange, Priceline, RBS Citizens Financial Group, SandRidge Energy, Sotheby’s, UBS, UNFI, Vector Group, Verily Life Sciences, Volkswagen, Waymo and Wells Fargo & Company. Many of his most important matters are resolved without public attention.
Speaking Engagements and Publications

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, The Corporate Counsel, The Corporate Governance Advisor, Society of Corporate Secretaries and Governance Professionals and Wall Street Journal. He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance. Recent speaking engagements and publications include:

• “Using committees to maximize board performance, create and nurture the ‘right’ culture, and keep the needed composition,” NYU Law School’s Program on Corporate Compliance and Enforcement (panelist)
• “Critical Issues in Executive Compensation,” New York City Bar Webinar (panelist)
• Cambridge Forum on Executive Compensation (chair)
• “Hot Issues in M&A and other Transactions,” PLI’s Hot Issues in Executive Compensation (panelist)
• ​Harvard Law School’s 2022 Corporate Governance Shareholder Engagement Roundtable (panelist)
• “SEC Update Panel,” Society for Corporate Governance’s 75th National Conference (panelist)
• “Dealing with activist directors with an M&A agenda,” Corporate Secretary (co-author)
• S&C Critical Insights Podcasts
  • Lessons from the 2022 Proxy Season: Social and Political Proposals
  • Lessons from the 2022 Proxy Season: Environmental Proposals
  • Lessons from the 2022 Proxy Season: The Impact of the SEC
  • Lessons from the 2021 Proxy Season: Governance Proposals
  • Lessons from the 2021 Proxy Season: Social and Political Proposals
• S&C Publications
  • Annual Proxy Season Review and Webinar
  • Annual Review of U.S. Shareholder Activism
  • Corporate Governance Quarterly Hot Topics

 

SELECTED REPRESENTATIONS

​The following selection of historical engagement illustrates the breadth of Mr. Treviño’s practice.

Mergers and Acquisitions

• Credit Suisse in the pending sale of its Securitized Products Group and other related financing businesses to Apollo Global Management (banking; asset management)
• RedBird Capital Partners in connection with its, Ben Affleck and Matt Damon’s launch of Artists Equity (entertainment)​
• Abiomed in its $18 billion acquisition by Johnson & Johnson, the largest medtech deal in history (healthcare)
• Sumitovant Biopharma and Sumitomo Pharma in their $2.9 billion pending acquisition of Myovant Sciences (healthcare)​
• Bill Ackman, CEO and Portfolio Manager of Pershing Square Capital Management, in connection with The Professional Tennis Players Association’s launch of Winners Alliance and its $26 million equity raise (sports)
• First Horizon in its $13.4 billion pending acquisition by TD Bank Group and its $2.2 billion acquisition of Capital Bank (banking)​
• Citadel Securities in connection with Sequoia’s and Paradigm’s $1.15 billion minority investment in Citadel (banking)
• ​Chubb Limited in its $5.36 billion acquisition of the personal accident, supplemental health and life insurance business of Cigna in seven Asia-Pacific markets (insurance)
• Better HoldCo in its $6.9 billion pending acquisition by SPAC Aurora Acquisition Corp. (mortgage lending)
• BancorpSouth Bank in its $6 billion merger with Cadence Bancorporation (banking)
• Canadian Pacific Railway in its $31 billion acquisition of Kansas City Southern, which would create the first rail network connecting the U.S., Mexico and Canada (transportation)
• ​M&T Bank in its $8.3 billion acquisition of People’s United Financial (banking)
• Banco Bilbao Vizcaya Argentaria in its $11.5 billion sale of BBVA USA Bancshares, including its U.S. banking subsidiary, BBVA USA, to The PNC Financial Services Group (banking)
• SunTrust in its $66 billion merger of equals with BB&T Corporation, its acquisition of Seix Investment Advisors and in the restructuring and sale of Lighthouse Partners (banking; asset management)
• AIG in its acquisition of Hamilton USA and joint development arrangement with Two Sigma Insurance Quantified (insurance; asset management)
• FirstMerit Corporation in its $3.4 billion merger with Huntington Bancshares (banking)
• First Niagara Financial Group in its $4.1 billion acquisition by KeyCorp (banking)
• ACE Limited in its $29.5 billion acquisition of The Chubb Corporation (insurance)
• Susquehanna Bancshares, Inc. in its $2.5 billion acquisition by BB&T Corporation (banking)
• C&S Wholesale Grocers, Inc. in its acquisition of the wholesale distribution and supply business of The Grocers Supply Company, Inc. (consumer & retail)
• Atria in its $1.5 billion sale of real estate assets to Ventas, including the structuring of a separate management entity, and Lazard Real Estate Partners in the original management arrangements with Atria (structured private transaction)
• United Rentals in its acquisition of National Pump and in its $1.9 billion acquisition of RSC (industrials)
• CIT in connection with the first pre-packaged bankruptcy of a banking institution (bank, distressed)
• Barclays in its $15.2 billion sale of its Barclays Global Investors business to BlackRock, Inc. (largest asset management transaction, multi-jurisdictional)
• National City in its merger with PNC Financial Group (banking)
• AmSouth Bancorp in its merger of equals with Regions Financial (banking)
• The Bank of New York in the swap of its retail banking business and JPMorgan Chase’s corporate trust business and in the merger with Mellon (banking)
• D.E. Shaw Group in the sale of a stake to Lehman Brothers and prior strategic alliance with Bank of America and Russian debt crisis (structured private transaction)
• Tudor Investment Group in the spinoff of the Raptor funds (asset management)
• Wachovia in its initial merger discussions with Citigroup and government and its ultimate merger with Wells Fargo (banking, contested transaction)
• Special Committee of independent directors of Albertsons in connection with its acquisition by a consortium of SuperValu, CVS and Cerberus (second-largest LBO at the time)
• Management team of Hospital Corporation of America in its LBO (fourth-largest LBO, largest at the time)
• Chairman and controlling stockholder of Aramark in its management-led buyout (LBO)
• First Union in its successful defense of an unsolicited offer from SunTrust and merger with Wachovia, including the development of dividend preferred securities and key regulatory interpretations (banking, contested transaction)
• Mitsubishi UFJ Financial Group in its acquisition of UnionBanCal Corporation (minority tender offer, multi-jurisdictional)
• Central Pacific Bank in its successful hostile takeover of CPB Inc. (banking, contested transaction)
• Dime Bancorp in its successful defense of an unsolicited offer from North Fork Bank, including the issuance of litigation tracking warrants and the groundbreaking investment by Warburg Pincus, and its sale to Washington Mutual (banking, contested transaction)
• Wells Fargo in its successful hostile takeover of First Interstate (banking, contested transaction)

Corporate Governance, Regulatory and Contested

• The New York State Bankers Association in persuading the U.S. District Court for the Southern District of New York to strike down New York City’s Responsible Banking Act, which sought to impose a municipal bank regulatory regime, as preempted by federal and New York State banking laws (bank regulatory)
• Kodak in connection with its bankruptcy proceeding, including approval of contested incentive arrangements and ongoing negotiations of its legacy obligations (distressed)
• Jim Millstein, former Treasury Chief Restructuring Officer, in the formation of Millstein & Co. and Millstein & Co. in its initial funding and collaboration with Third Avenue Management
• AIG in connection with its negotiations with the U.S. Treasury and Federal Reserve Bank of New York, including payment and repayment of AIGFP retention amounts and approval of first use of debt in executive compensation; in connection with the 2005 multi-billion dollar restatement of its financial statements and management transition; and in the review of ILFC CEO Henri Courpron (insurance, distressed)
• JPMorgan Chase in connection with the losses incurred by its chief investment office (banking)
• Chrysler Group in connection with regulatory approvals required to permit Fiat to acquire a majority interest (multijurisdictional)
• Bank of New York Mellon, Goldman Sachs Group, JPMorgan Chase and Merrill Lynch in connection with receipt and repayment of TARP investments (banking)
• The New York Bankers Association in its merger with the New York Community Bankers Association and in connection with a variety of litigation significant to the industry, including the precedent-setting Flagg case and multiple cases with respect to New York City proposed regulations (banking)
• UBS in an investigation and civil money penalty related to its Zurich ECN (banking)
• Ellen Zimiles in the formation and initial funding of Daylight Forensic & Advisory and Daylight in connection with litigation by KPMG and in the sale to Navigant Consulting
• New York Stock Exchange in connection with governance, compensation and disclosure matters following the resignation of Richard Grasso
• The Clearing House in its reorganization (payments systems)
• Numerous alternative asset fund complexes, including Fortress Investment Group, Renaissance Technologies and Tudor Investment Group, in structuring and compensation matters
• AIG, Ally, AMC, Anthem, Bank of New York Mellon, Cablevision, Chrysler, CIT, Federal Home Loan Bank of Atlanta, First Horizon, First Merit, Goldman Sachs Group, JPMorgan Chase, Merrill Lynch, MSG, Moody’s, Priceline, QCP, Ralph Lauren, Regions, Sotheby’s, SunTrust, Travelers, United Rentals and Wells Fargo in connection with executive matters either for the board or for the company