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1 Estates and Personal Clients Group

2 Sullivan & Cromwell s Estates and Personal Clients Group Sullivan & Cromwell s Estates and Personal Group is one of the largest and most active groups of its kind. The Group is top ranked by prominent legal business media, including Chambers USA, Chambers Global, U.S. News & World Report, The Best Lawyers in America and New York Super Lawyers. Clients of our Estates and Personal Group benefit from the ability of the Firm s lawyers to draw on our deep bench of recognized leaders in each of our core practice areas worldwide. The firm s trump card is its massive corporate commercial resources, which mean that clients need not look elsewhere for business, tax or disputes advice. chambers global, 2006 The Group represents individual clients worldwide in all aspects of their business and personal affairs, including: Estate planning Estate and trust administration Family business transition Tax planning and litigation Trusts and estates litigation and dispute resolution Creation and administration of family partnerships, joint ventures and property holding vehicles Creation of private foundations In addition, we help our clients address a broad range of other personal matters, ranging from employment arrangements, investment structures and personal real estate transactions to the purchase and sale of art, yachts and aircraft, personal financial matters and prenuptial and postnuptial agreements. The Firm s breadth of practice enables us to provide coordinated advice on virtually any legal issue that can arise for charitable organizations, including executive compensation, corporate organization and governance matters, real estate, environmental law, banking and investment matters and litigation. 1 Attorney Advertising. Prior results do not guarantee a similar outcome Sullivan & Cromwell LLP LG3013

3 Family Business Transition The Group regularly advises clients in the structuring and restructuring of ownership of closely held business enterprises, in the U.S. and abroad, to best achieve long-term family goals in a tax-efficient way. One of the major challenges facing family-owned businesses is generational transition, an area in which Sullivan & Cromwell has extensive experience. We draw upon the Firm s full resources, including lawyers in our Estates and Personal, Corporate, Securities, Real Estate, Litigation and Tax Groups, to help families structure transitions that preserve the vitality and profitability of the company, and at the same time address family concerns regarding control and the division of wealth. Recent examples that are in the public domain include: For many years S&C has counseled the majority of the Pritzker Family beneficiaries in the restructuring of their $25+ billion worldwide business empire, which includes interests in Global Hyatt Corporation, Marmon Corporation, TransUnion Corp. and Royal Caribbean Cruise Lines. The Firm served as counsel to the Mara and Tisch Families, the owners of the NY Football Giants, in the $1.6 billion joint venture with the Johnson family, the owners of the NY Jets, to develop a new football stadium and entertainment and retail complex in the Meadowlands, NJ. S&C represented a director and Bancroft family member in connection with News Corp. s acquisition of Dow Jones for $5 billion. The Bancroft family has controlled Dow Jones since 1902 primarily through family trusts. The Firm represented the Frist family and HCA management in the $31.6 billion sale of HCA Inc. (US) to an investor group. S&C advised the Santo Domingo Group Family (Colombia) and shareholders in the $7.8 billion sale of Grupo Empresarial Bavaria S.A. (Colombia) to SABMiller plc (UK). There is no better combination of finance, legal, and caring minds. U.S. News & World Report Best Lawyers Best Law Firms 2010, S&C s Estates and Personal Group 2

4 International Practice As one of the first international law firms, Sullivan & Cromwell for over 130 years has advised individuals, families and Trustees worldwide regarding their U.S.-related legal matters. These representations require the effective coordination with counsel, tax and business advisers in the family s home country or countries, and in the relevant trust centers and other jurisdictions in which the family may have interests. This is an extraordinary team they have the best international private client practice on the East Coast. International Private Client Section, Chambers Global, 2011 Current examples include: asia Europe latin america Long-term representation of a Chinese family with holdings in Taiwan, Hong Kong, the United States and the Cayman Islands. Among many projects, we have advised on (i) various taxadvantaged structures for investment in U.S. commercial real estate intended for major hotel development, (ii) minimizing the income, gift, estate and inheritance tax consequences of residence by family members and family businesses in multiple jurisdictions, and (iii) administering the multi-national estates of deceased family members, including the negotiation of complex cross-border tax arrangements with taxing authorities. Representation of numerous families with ties to both Europe and the United States in the structuring and administration of trusts throughout the leading offshore trust centers, including Bermuda, the Bahamas, the Cayman Islands, the Channel Islands and England. These assignments often involve the incorporation of private trust companies in jurisdictions such as Bermuda, England and Guernsey. Representation of several different Latin American families in connection with estate and business succession planning. This includes the creation of offshore trusts, foundations and companies designed to retain control of various family-owned entities and to make assets available to the greatest extent to family members who are or may become U.S. persons, while limiting U.S. income, gift and estate taxation. 3

5 Trusts and Estates Litigation and Dispute Resolution Sullivan & Cromwell has one of the leading trusts and estates litigation practices worldwide. Our cases are often litigated in the courts of several countries simultaneously, presenting complex conflict of laws issues and requiring the coordination of litigation strategy across multiple jurisdictions. The Firm is regularly involved in disputes regarding contested wills, trust administration, challenged gifts and forced inheritance laws. S&C has developed a reputation for negotiating the resolution of such disputes in creative, tax-efficient ways that minimize family strife, expense and publicity. representative trusts and estates litigation Pritzker v. Pritzker America s Cup Litigation Estate of Rupert Denise Rich v. Alec Hackel, et al. Gianoli, et al. v. Eguiguren, et al. Matter of Donner Gallo Family Matter of Lincoln First Bank, N.A. Representation of members of Chicago s Pritzker family in U.S. and offshore litigation regarding U.S. and Bahamian Trusts. Representation of Société Nautique de Genève in its efforts to defend the 33rd America s Cup, the oldest active trophy in international sport, in New York trust litigation. Representation of the heir of a French citizen, who left significant estates in France and the U.S., in connection with litigation in New York and France. The cross-border claims involve French forced inheritance law, alleged misappropriation of estate assets, and complex French and U.S. tax issues. Representation of Swiss trustee involved in trust litigation in New York and Switzerland. Representation of Latin American family in international litigation in the U.S., Chile, Jersey, Guernsey and the Cayman Islands involving will contest, inter vivos transfers and forced heirship laws. Representation of charitable beneficiary Mills College in objections to executors final accounting. Trial resulted in substantial award to Mills College, unanimously affirmed by New York State s highest court, in a decision that has since been extensively relied on by lower courts in fiduciary removal and surcharge cases. Representation of Gallo family interests in estate tax litigation in which the estate s valuation of Gallo stock critical to the family s overall estate plan was upheld in the face of an I.R.S. challenge after trial in the Tax Court. Representation of the New York Clearing House Association and the New York Bankers Association, amici curiae, in the most significant New York State Court of Appeals case regarding the duties of fiduciaries since Matter of Donner (see above). 4

6 Partner Profiles James I. Black III James Black ( Jib ) has been a partner of the Firm since 1984 and became Managing Partner of the Firm s Estates and Personal Group in Mr. Black represents individual clients in all of their personal legal matters, particularly estate planning, and various charitable organizations. He is involved in estates and trusts administration and also has significant real estate experience. Charles T. Dowling Charles Dowling has been a partner in the Firm s Estates and Personal Group since He represents wealthy individuals and families in many aspects of their personal and business affairs, including sophisticated tax and estate planning, the structuring of private business and investment vehicles, trust and estate administration, charitable planning, and a broad range of Zena M. Tamler Zena Tamler joined S&C s Estates and Personal Group in 2001 and was elected partner in October She represents high net worth individuals and families in connection with their personal legal matters, with particular focus on sophisticated tax and estate planning matters and the structuring of family business affairs. Ms. Tamler represents fiduciaries in connection with the administration of estates and trusts and advises a variety of charitable organizations. She has experience with a broad range of international tax and estate planning matters, including the taxation and administration of non-u.s. trusts and the structuring of multijurisdictional estates. Basil P. Zirinis III Basil Zirinis has been a partner in S&C s Estates & Personal Group since 1994 and leads its international private client practice from London and New York. He represents individuals, fiduciaries and family-controlled businesses throughout the world in a broad range of matters, including domestic and international estate and trust planning, family business governance and transition, estate and trust administration and litigation. Recently, Mr. Zirinis and S&C have been counsel in the highly publicized litigation involving Chicago s Pritzker family in the United States and the Bahamas, and the America s Cup trust litigation in New York. Mr. Black has been named as a leading Trusts and Estates lawyer in The Best Lawyers in America ( ), a leading Estate Planning and Probate lawyer by New York Super Lawyers ( ) and as a leading estates and personal lawyer by Chambers USA ( ). personal legal matters. Mr. Dowling serves as an advisor to or trustee of many large family trusts, charitable foundations and family offices. He has been named a leading Trusts and Estates lawyer in Chambers USA and New York Super Lawyers (2012). Ms. Tamler is the vice-chair of the Anti-Defamation League s New York Board and co-chair of its Professional Advisory Committee on Planned Charitable Giving. She also is a member of the Committee on Trusts, Estates & Surrogate s Courts of the New York City Bar Association, the Trusts and Estates Group of the UJA-Federation of New York and the Society of Trust and Estate Practitioners. Ms. Tamler has been recognized as a Rising Star in the area of Estate Planning & Probate by New York Super Lawyers (2011). Mr. Zirinis has been named as a leading Trusts and Estates lawyer in The Best Lawyers in America ( ), Expert Guides Best of the Best USA 2012, Chambers USA ( ) and Chambers Global (2010, 2011). He has also been recognized by both New York Super Lawyers ( ) and Legal Week (2012) for being a top U.S. lawyer in the field. Mr. Zirinis is a member of The International Academy of Estate and Trust Law and of The Society of Trust and Estate Practitioners. He has been a trustee of the Leeds Castle Foundation and a member of the board of trustees of the American Foundation for the Blind. 5

7 Sullivan & Cromwell LLP Drawing on over 130 years of leadership in the industry, Sullivan & Cromwell provides its global clients with an unparalleled level of expertise across a range of practice areas. With approximately 800 lawyers in our 12 offices on four continents, the Firm mobilizes its resources to advise clients in an efficient and seamless manner. They are the finest law firm for companies and financial institutions worldwide. Chambers Global, 2011 This celebrated litigation team is widely respected for its tremendous capabilities. Chambers USA, 2011 Clearly at the top of its game, this standalone tax practice has a long history of advising the biggest financial institutions on major transactions. Chambers Global, 2009 The Sullivan & Cromwell trusts and estates group is highly sophisticated and very capable of advising across a broad range of issues and global transactions. U.S. News & World Report Best Lawyers Best Law Firms,

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