An elite US outfit with a perfectionist streak and a “more mature” working environment.
A state of union
When trainees describe a firm’s culture as “one of excellence, bordering on perfection,” you know it means business. But this is what you'd expect from “one of the elite, 'aristocratic' New York firms.” Sullivan & Cromwell’s London office may be a much more compact operation than the firm's HQ in the Big Apple, but it's clear that it shares its rigorous approach to law. And how could it not, when roughly half of the office is made up of associates from the US? “The US and UK teams are completely integrated. Having a very strong understanding of US financial regulations is something that is leveraged throughout the practice,” sources explained.
In a firm whose most junior US lawyers are older than incoming trainees, sources felt that “you’re given more responsibility. Joining as a trainee at the same time as our US counterparts means we have to get up to speed very quickly!” As insiders duly noted, the presence of the older US associates in the London office also meant “the atmosphere is going to be different to a firm taking in hundreds of 22-year-olds.”
S&C's perfectionism wins it the trust of multiple household corporate and financial names, such as Coca-Cola, Barclays, and Goldman Sachs. In the UK, it’s best known for its mixture of corporate, capital markets and project finance work, all of which are ranked by Chambers UK. Chambers Global also dishes out honours for those practices, attesting to the firm’s formidable reputation on the world stage. But trainees also pointed out that “the competition practice has been growing very quickly,” and to that end the firm opened a Brussels office in 2017, headed by a competition partner snagged from Wilson Sonsini. That office is the 13th in a global network of offices that comfortably brings in revenues in excess of $1 billion every year – a healthy bottom line with which to fill trainees’ pockets. “The firm pays quite well” was a particularly understated response from the joint-highest paid trainee cohort in the country.
Free range trainees
S&C “expects you to remain as generalists until later in your career.” In practice this means there “aren't any clear delineations between seats or departments.” For example, a capital markets seat could quickly switch to M&A should the firm’s current workload dictate it. Trainees reflected: “It can sometimes be frustrating because you can’t really sink your teeth into something, but you will get to see how the finance aspects of a deal link with the corporate side. The structure helps you take ownership of certain work too.”
It is also “the default position” that most trainees will qualify into the firm's general practice group, which encompasses capital markets, finance, restructuring, M&A, private equity and project finance. Between 2015 and 2017 the firm retained all 12 of its qualifying trainees; in 2018 it kept on four of five. Fittingly, seat allocation “is an organic process.” Trainees simply express their interests to an HR team labelled as "very accommodating of trainees’ preferences." For the latest cohort, that accommodating attitude meant being allowed to complete two six-month, and three four-month seats because the structure fit trainees’ preferences best.
“I was regularly co-ordinating with lawyers in Moldova and Kazakhstan"
Trainees can expect a mix of both public and private work during an M&A seat that regularly involves cross-border deals. The team represented BP on its agreement with Bridas Corporation to form the Pan American Energy Group, which, when complete, will be the largest private energy company in Argentina. It has also advised Kennedy Wilson Europe Real Estate on its £1.4 billion combination with Kennedy-Wilson Holdings. On one deal a trainee recalled: “I did all the preliminary research into the industry, looking at what issues might arise from a takeover, what the political environment was like and generally getting a feel for how the takeover would go down. It was great being privy to what was going on.” Not all the work is so exciting however. Due diligence was an inevitability: “It's not my favourite work to do, but I appreciate it has to be done. It’s the best way to familiarise yourself with a deal.” Fortunately, trainees were also used to ensure local counsel from around the world were up to speed: “I was regularly co-ordinating with lawyers in Moldova and Kazakhstan to see which points of local law we needed to consider.”
S&C's capital market's expertise covers both debt and equity, with the firm representing both issuers and underwriters. Recently the team has advised Coca-Cola HBC Group in connection with its €3 billion Euro medium-term note (EMTN) programme, as well as a group of underwriters (which includes Bank of America Merrill Lynch, Citibank and Barclays) on the European Investment Bank’s multibillion-dollar note offerings. Clients also include Ferrari and Fiat. “It's very technical,” one source emphasised, “so the work can be more piecemeal and isolated. Around 90% of my time was spent researching precedents. It’s a really good way of learning, but also meant not getting involved in the rest of the deal.” The new MiFID II regulations took up a lot of our interviewees’ time: “I would be reviewing up to ten documents a week,” one trainee explained, while another described “researching dozens and dozens of questions from clients on the implications the regulations would have on their business.”
S&C’s project finance team is big in the oil and gas and mining industries, and represents clients across the Middle East, Central Asia and Africa. It recently advised Kazakhstan-focused joint venture Tengizchevroil on its $16 billion upstream oil project financing. The team also advised Rio Tinto (the world's largest mining company) on the $4.4 billion financing of the Oyu Tolgoi copper and gold mine in Mongolia.While sources in this department found themselves frequently drafted into other teams, they had written diligence reports, and worked on some closing checklists, “doing project management, with endless calls to local counsel.”
“It's a real challenge to be both perfect and quick."
The tax and competition teams mostly support the firm's transactional groups – both played a role in the BP–Bridas Corporation combination, for example. They’re popular spots, since trainees typically work side-by-side with just one partner. “By the end of the seat I was writing my own chapter of a European Commission file,” one source gloated, while others perfected their writing skills “drafting tax covenants and tax warranties.” Over in competition, trainees explained that “although it's still very technical, a lot of the work involves getting to know the industries that clients work in. You learn an awful lot about what the clients do on a day-to-day basis. I've learned so much about random industries, from agriculture and seeds, to roofing materials and ATMs.”
Shakespeare & Chaucer
Let’s return to the American influence on the office. “You will hear American accents roaming the halls,” said one source, “and we like to celebrate Thanksgiving.” More substantially, combine the age difference we mentioned before with a “perfectionist streak that filters down through the firm,” and it should come as no surprise that trainees stressed S&C’s “more conservative working environment. There is no pressure to socialise. We don't have a boozy Friday night culture.” That's all well and good for the more introverted among us, but the pursuit of perfection does come at a cost: “Some of the partners here are very meticulous and can be quite fussy about things. When you're in the office past midnight, having to make sure your wording, grammar and footnotes are all consistent, it can be frustrating.”
Moreover, though S&C lawyers seemed happy in their pursuit to “write beautiful English,” they did concede that “it's a real challenge to be both perfect and quick – both of which our clients demand.” With the transactional work providing an extremely irregular work schedule, trainees had become familiar with 12-hour days, and occasional weekend work. “You don’t really get your weekday evenings to yourself. You should be prepared for that,” warned one source. But sources had been afforded some flexibility: “If I’m asked to produce a ten-page draft of a contract overnight, that's something I would do in my pyjamas at home.” Still, the “hands-on” perfectionism of trainees’ seniors led to “lots of direct feedback from partners.” Trainees reported useful weekly breakfast training sessions, while also stressing that “you need to be a big believer in on-the-job training.”
Trainees are flown out to the firm's New York office for a week of orientation. They have also done overseas seats in Hong Kong, Paris, Melbourne, New York, Palo Alto, Sydney and Washington DC.
How to get a training contract at Sullivan & Cromwell
Training contract deadline (2021): 12 July 2019 (opens 1 May 2019)
Sullivan & Cromwell's training contract is both newer and smaller than most, taking on a maximum of only six candidates a year. Instead of the more typical online form, Sullivan & Cromwell applicants register their interest by sending in a CV and covering letter. These need to be tip-top perfect to stand out from the crowd, too – the firm gets 400 to 450 applications for its training contracts as well as an additional 350 to 400 applications for the six to eight places on its vacation scheme.
So what's the secret to getting to interview? The firm's trainee solicitor recruitment manager Kirsten Davies explains that “some candidates copy and paste deals from our website, but we know that information already because, of course, we worked on those deals. What's more helpful is to let us know why they interest you, and how they match what you want from the job.” She also adds that “it's pointless to repeat what's on your CV already.” Instead, candidates should write a “punchy letter of motivation, covering no more than one side of A4.”
Candidates called back to the next stage come into the firm's offices for a morning or an afternoon session. This starts with an informal chat with Kirsten Davies. Candidates are interviewed by two partners separately and also have a tour of the firm conducted by trainees, including introductions to key members of the office. Kirsten Davies explains that “our assessment process is very collaborative, so I will speak to the partners about my time with the candidates, and we'll also speak to the trainees who took them for coffee. More often than not everyone's on the same page.”
Candidates for the vacation scheme go through the same process of CV, covering letter and interview session as direct applicants for the training contract. Six to eight a year are selected to go on a two week placement at the firm in July. Kirsten Davies tells us that “they are allocated a supervisor and are fully immersed in the firm, as well as going for lunches and dinners with partners, outings with trainees, and educational tours such as going round Lloyds of London and the law courts. We aim to have a good balance between work and social activities.” Vac schemers get the generous sum of £500 a week for their trouble, as well as being considered for a training contract. Around half of Sullivan & Cromwell trainees so far have been through the vacation scheme.
Sullivan & Cromwell plays particularly close attention to grades. As Kirsten Davies tells us, “we take grades quite seriously, so that means we're looking for a high 2:1 or a first. We ask for a full percentage breakdown of academic results right the way through. We understand if there's the odd blip along the way but we do look for consistency.” Grades aside, she adds that the firm looks for “common sense, commercial aptitude, analytical skills, enthusiasm, resilience, initiative, and motivation to be part of the team at Sullivan & Cromwell. We have relatively small intakes so people are given a much higher level of responsibility, so it's also important trainees have the level of confidence to handle that level of work.”
Interview with training principal Ben Perry
Chambers Student: What advantages do you feel US firms have in London compared to larger firms such as those that make up the Magic Circle?
Ben Perry: One of the key advantages that US firms in London have over Magic Circle firms is that lawyers at US firms work on a broader range of matters, as compared with lawyers at larger UK firms who are frequently more narrowly specialised, which gives our lawyers a broader perspective for advising clients. For clients, the ability for a lawyer to provide high-quality and highly relevant legal advice from a broader perspective is a real value-add and a clear differentiator. For trainees and junior lawyers, the ability to gain this breadth of experience is also a significant advantage in the early stages of their careers.
CS: Among the US firms in the city, what makes Sullivan and Cromwell's training contract distinct/attractive?
BP: One of the distinctive features of our training contract programme is the small size of our intake. This year we’re taking on five new trainees, and we have a further five trainees signed up for 2019. Our small intake means trainees get greater responsibility from the start. Our London office works on some of the most cutting-edge, global legal work in the City and our trainees get a front-row seat on the action because of the small intake. Our trainees also get responsibility that you may not get until you are an associate at other firms. We also provide individual attention and lots of support in our programme and we give trainees flexibility to pursue and develop a practice in line with their interests.
CS: Trainees mentioned that they are expected to remain as generalists for their first few years at the firm. What is the reasoning behind this?
BP: The generalist approach to practicing law is a hallmark of what it means to be a lawyer at S&C and this extends to our training programme. Our trainees move between different seats during their training contract, but when they qualify they become all-round business lawyers within broad practice areas. We work in different areas from the start of our legal careers and this gives us a thorough and wide-ranging understanding of law and business – the training contract is just the beginning of this. Our multi-disciplinary approach makes our lawyers better advisers to our clients, positioned to advise on the most complex and strategic matters.
CS: What have been the main highlights 2017/18? Have any practice areas been particularly strong?
BP: Our London practice has had a strong 2017/18; highlights include the headline work done by our EU competition team on the merger clearance of the Bayer/Monsanto and Praxair/Linde M&A transactions. Our M&A practice advised on a number of UK public takeovers, including the acquisition of Cityfibre by Goldman Sachs and Antin and Apollo Management’s bid for First Group. Our finance and restructuring practice has also led on a number of the most complex and innovative transactions in the market over the past year or so, including advising the ad-hoc committee of Brighthouse Group noteholders on a debt for equity swap and the lenders to Danaos Corporation in a $2.2 billion partial debt-for-equity restructuring. Overall, our practice is focused on quality and not quantity of transactions.
CS: What goals does the firm have for the next five years in London? What are the main challenges it faces?
BP: S&C’s long-term goal has always been to provide the highest quality legal advice and representation to clients around the world. We are continuing to grow our London practice to further develop our strength in depth, particularly in M&A and private equity.
Because of their broad based training and practices, our lawyers are able to adapt well to changes in the global environment in which we advise. This adaptability has served us well in the past and will, we believe, continue to serve us well through during the coming years. The legal industry itself is also currently going through a period of change. Legal technology is now a permanent feature of how practitioners deliver their services. In addition, the growing size and expertise of in-house teams is also disrupting the way law firms have traditionally provided services to clients. This will require lawyers to be more nimble, and we believe we are well equipped for this because of our adaptability.
Lastly, the SRA is, through the introduction of the SQE, going to be changing the way in which lawyers qualify as solicitors in England, and we, in common with other firms, will need to rethink some aspects of our trainee programmes over the coming years to address the requirements of the SQE.
CS: Would it be fair to describe the firm's culture as conservative?
BP: S&C is welcoming and truly collaborative place. It is a meritocracy and not hierarchical. When I think of a conservative culture, I think of a lot of barriers to entry and fussy rules. That is not S&C. We empower our lawyers from the moment they walk through the door and support and train them to be the best and most creative lawyers in the world. A better description of our firm’s culture is 'the relentless pursuit of excellence.' We strive for excellence in everything we do. Excellence is what we offer clients and building our culture around continually pursuing excellence is how we get there.
Sullivan & Cromwell LLP
1 New Fetter Lane,
- Partners 19
- Associates 48
- Total trainees 9
- UK offices London
- Overseas offices 12
- Graduate recruiter: Kirsten Davies, [email protected], 020 7959 8900
- Training partners: Ben Perry
- Application criteria
- Training contracts pa: 4-6
- Minimum required degree [email protected] 2:1 or other
- Vacation scheme places pa: 6-8
- Dates and deadlines
- Training contract applications open: 1 May 2019
- Training contract deadline, 2021 start: 13 July 2019
- Vacation scheme applications open: 1 November 2018
- Vacation scheme 2019 deadline: 12 January 2019
- Holiday entitlement: 24 days
- LPC fees: Yes
- GDL fees: Yes
- Maintenance grant pa: £12,850
- International and regional
- Offices with training contracts: Hong Kong
- Overseas seats: Other offices in the US, Europe and Asia-Pacific
Main areas of work
Training contracts with S&C will be divided into at least four seats.
We aim to provide interested trainees with the opportunity to spend time in one of our other offices during their training contract. Our trainees have spent time on secondments in the United States, Europe and Asia-Pacific.
Open days and first-year opportunities
University law careers fairs 2018
This Firm's Rankings in
UK Guide, 2018
- Capital Markets: Debt (Band 4)
- Capital Markets: Equity (Band 3)
- Corporate/M&A: High-end Capability (Band 3)
- Energy & Natural Resources: Mining (Band 3)
- Projects (Band 2)