S&C’s German Law Practice
Sullivan & Cromwell’s Frankfurt team reflects on the impressive growth the office has seen and discusses the milestones that built the foundation for a market-leading German practice.
S&C opened its office in Frankfurt in 1995, a natural outgrowth of the Firm’s long-standing work for clients in Germany, Austria and Switzerland. The original team played a significant role in shaping the German capital markets, with the privatization of Deutsche Telekom only one example of the groundbreaking transactions they worked on.
Since then, the team has grown from a four-person U.S. outpost of the firm into a team of more than 30 German, U.S. and dual-qualified lawyers.
Today, S&C Frankfurt is firmly established in the German market. Carsten Berrar accredits this largely to the fact that the Frankfurt team offers German- as well as U.S.-law advice – and does both exceptionally well. “I honestly don’t think there’s any firm in Frankfurt that can offer our level of a balanced, seamlessly integrated U.S.-German practice,” he says.
Success proves him right: One prominent example of the closely intertwined U.S. and German law practice is S&C Frankfurt’s impressive IPO track record. Not only has the team advised on 21 of the 27 biggest German IPOs since 2000, but also boasts an equally impressive number of SEC-registered IPOs, such as representing Mynaric on their $75.9 million and SPAC Tio Tech A on its $300 million SEC-registered IPO and Nasdaq listing.
Berrar summarizes: “It is clear from our numbers that embracing German law was a good move 25 years ago, because, since then, the growth of our office in Frankfurt has predominantly been on the German law side. At the same time, though, the German practice could not have been as successful over the last ten years without the U.S. practice. The two are very much connected. This is why I am grateful about the fact that with Krystian Czerniecki and Clemens Rechberger we have two leading U.S. lawyers on the ground here in Germany – it means we can truly offer our clients the best of both worlds.”
Krystian adds: “For me as a U.S. lawyer it is a privilege to work with my German and U.S. qualified colleagues on landmark German capital markets transactions as well as SEC-registered IPOs, rights offerings and listings.”
The Frankfurt office is a market leader in all of its practice areas:
The team’s capital markets work is unparalleled in Germany. The partners agree that “there is simply no law firm in Frankfurt that has our experience on the capital markets side.” The team has unparalleled expertise advising on IPOs, among them those of AUTO1, Covestro, Evonik, innogy, Siemens Healthineers and Vonovia. In the e-commerce industry, their experience is also second-to-none: They have advised on virtually every significant German e-commerce IPO in recent years, including those of ABOUT YOU, bike24, Delivery Hero, HelloFresh, Mister Spex, Rocket Internet, Scout24 and Zalando, to only name a few.
The Frankfurt team further has advised on countless high-profile rights offerings, including Commerzbank’s €11 billion capital raising in 2011, which was the largest ever in Germany at the time.
Additionally, S&C has been involved in more securities offerings in Germany than any other firm and has held that first place ranking for more than a decade.
Frankfurt also focuses on challenging German and cross-border M&A transactions and is clearly a market leaders for public M&A in the country. With a strong public M&A focus, deal highlights of recent years include advising Advent/Centerbridge on the public takeover of Aareal Bank, Bayer on the $66 billion acquisition of Monsanto, Deutsche Wohnen on its €45 billion business combination with Vonovia, Praxair on its $80 billion merger of equals with Linde and TLG IMMOBILIEN on its business combination with Aroundtown, among various others. Three of the Frankfurt partners, namely Carsten Berrar, York Schnorbus and Konstantin Technau, together with various European Counsel and Associates focus their work on German M&A matters. Their team consistently ranks in third place among law firms advising on German M&A transactions over the past four years (Refinitiv data, January 2023), taking top spots in 2019 and 2021, respectively, and is ranked in tier 2 by both Chambers and Germany’s JUVE Handbook.
In Konstantin Technau’s view, what sets the Frankfurt M&A practice apart from its competitors is the closely-linked corporate practice: “Clients value our advice on complex and challenging transactions, but also rely on our guidance in business judgement-related matters and post transaction corporate measures. We regularly advise management and supervisory boards, guide clients through the preparation and execution of their annual general meetings or advise on other complex corporate law matters”, he says.
Lastly, the Frankfurt office has a high-profile Financing team, representing clients from various industries on complex and cross-border financings, covering general bank lending, acquisition financing and refinancing of loans. While leaner than most international law firms’ teams, S&C is known for being a cut above its class, advising on the most complex financing work in the market. The Financing team is inextricably linked to the other Frankfurt practices. A highlight example of this integrated approach is the work for client Tele Columbus, which started with the debt refinancing at the time of the company’s IPO, spanned a number of acquisition financings and re-pricings, the issuance of high yield bonds and recently work related to the take-private of Tele Columbus by Morgan Stanley Infrastructure.
Partner Max Birke deserves the credit for this seamless integration of the Financing practice, particularly with the M&A team. He advises on all major acquisition financings, refinancings and post-closing financings, while also being highly involved in the day-to-day client work of those transactions, ensuring a high level of quality and consistency for clients that sets the practice apart from its competitors.
S&C has a long tradition of fostering associates’ growth and development by training them to be generalists and giving them hands-on experience at an early stage in their careers. York Schnorbus thinks this is one of the reasons for the success of the Frankfurt office, saying that, “pretty early in my career, Wolfgang Feuring and Konstantin Technau gave me the opportunity to deal with clients directly and to begin to establish what have become long-lasting professional relationships with them. Similarly, the younger partners are now asked to do the same for associates on their team – involve them as much as possible in client dealings to continue this part of our practice development.”
The trust partners place in their younger colleagues creates a congenial environment, where everyone is committed to the work, and the assistance of all staff members is valued. European Counsel Sophie Moeder agrees, adding that she has had “the privilege of witnessing the rise of our German law practice almost from the outset and in that time, have also enjoyed seeing four of my German colleagues, who started their careers with S&C in Frankfurt, make partners. I think this is a great example of one of S&C’s important features—to grow organically wherever possible.”
The Frankfurt office is relatively small. “It does not take long to learn everyone’s name,” says Berrar, laughing. He also points out, more seriously, that such collegiality creates a positive professional atmosphere and the office’s size has other advantages. “This combination of being in a small office where everybody knows each other really well and where the atmosphere is really excellent, while at the same time being part of an international, global law firm is part of what makes the Frankfurt office unique and is something that I enjoy about working here,” he says. The benefits of being part of a larger organization are apparent to Berrar, who adds: “You get all the support from the Firm that you need, which is extremely helpful, but on the other hand, you also have all the independence you need in order to successfully develop the business.”
Associates from other offices are encouraged to consider spending some time in Frankfurt as they plan their next career move.
In addition to the thrill of living and working in Europe, working in a smaller office can offer lawyers the opportunity to stand out in ways that are not possible in the larger offices.
“Deals are leanly staffed, so associates have an opportunity to get in on the action and be active, contributing team members from day one. Matters are also staffed according to our clients’ needs, regardless of the involved lawyers’ location. We draw on the expertise of colleagues in the other European offices regularly and choose an intra-office approach more often than not. For our lawyers, especially the young ones, this means they have lots of opportunities to work on interesting, pan-European cases,” says Schnorbus.
Plans for the Frankfurt Office are to continue to grow the practice with the addition of a few new lawyers each year, to match pace with the growth of the German/European market.
Any associate with some knowledge of the German language and interest in capital markets, M&A or financing is welcome and encouraged to contact one of the Frankfurt partners.