The Beginnings
John Woodruff Simpson, Thomas Thacher and William Milo Barnum began 1884 with a grander New Year’s resolution than most – to start a new law firm. All three graduated from Columbia Law School and worked together as law clerks.
The 1880s marked a period of growth and development for the railroads in the United States. Simpson, Thacher and Barnum opened on Wall Street and quickly became the trusted advisor to a number of major railroad clients. The Firm acted as the railroad’s general counsel, litigating disputes and guiding mergers that marked the consolidation of the railroad industry. Out of those transactions, some of the country's largest corporations were born.
Simpson, Thacher and Barnum's railroad experience and its growing energy and commodities practices positioned the Firm to help shape the American business landscape for the next two decades. The deals in which the Firm was counsel included:
- The formation of the "Brooklyn Union Gas Syndicate" from seven separate gas operations;
- Representing General Electric in forming light and power companies around the country and abroad;
- The creation of the American Power & Light Company, which acquired utilities throughout the United States;
- The reorganization of multiple businesses merging into the International Silver Company;
- The formation of the American Locomotive Company; and
- The structuring of the American Gas and Electric Company, which connected utilities throughout the East and Midwest.
In 1904, William Barnum retired. Philip Bartlett, who joined the Firm shortly after its founding, became a name partner and the Firm became known as Simpson Thacher & Bartlett.
World War I and the Crash
As the nation went to war, those lawyers not serving in the military shaped new law through several notable litigations, including the high-profile conspiracy trial of New York, New Haven & Hartford Railroad directors for allegedly monopolizing interstate commerce. After the war, the returning lawyers were quick to facilitate clients’ desires to take advantage of opportunities abroad. The Firm represented utilities making investments in Panama, Brazil, Columbia, Bolivia and Guatemala, and an international bank doing business around the world, including in Austria, Manila, China, Argentina, Cuba and Japan.
At home, the Firm expanded its relationships with investment banking clients who underwrote securities that funded the expansion of key industries, including steamships, machinery, oil and metal refining, cement, rubber, and hotels and restaurants.
The Firm’'s clients were also active in major real estate projects, such as the purchase and financing of the Equitable Building at 120 Broadway. In the 1920s, the Firm pioneered the first cooperative apartment house venture. Following the Crash in 1929, the Firm's real estate work expanded to include portfolio liquidations and reorganizations. The Firm also represented a variety of clients including department stores, hotel investment trusts, advertising agencies and airlines.
The New Deal and World War II
The New Deal's focus on corporate regulation raised significant legal challenges for Simpson Thacher’s clients. The adoption of the Public Utility Holding Company Act of 1935, the Securities Act of 1933, the Securities Exchange Act of 1934 and the ever-changing tax code required an increased focus on regulatory advice for the Firm's lawyers. The Firm guided clients through the new regulations, often in court and at the newly-formed Securities and Exchange Commission. The antitrust practice grew substantially as well, and the Firm’s lawyers represented clients in businesses as diverse as movie making and professional boxing.
World War II brought many changes. Clients began producing material for the war effort – companies that had manufactured cans and typewriters began producing torpedoes and munitions. The aftermath of the war also resulted in a change in the structure of the Firm that presaged today’s configuration. Departments became formalized into litigation, corporate finance, banking, labor, tax, real estate, and trusts and estates. But while the Firm believed specialized groups were key to providing the best service, the Firm also understood that it was critical for attorneys to have knowledge beyond a single area of expertise. Post-war associates worked in two or three different departments to develop the skills to become broad-gauged counselors.
Whitney North Seymour
Every great law firm is shaped by a great lawyer. Simpson Thacher was fortunate to have Whitney North Seymour, one of the finest litigators in our country’s history. His legacy continues to guide the firm today. Seymour joined the Firm in 1923. He had an abiding belief in pro bono work and civil rights, and set the course for the Firm’s deep commitment to public service, which continues today. He argued more than 50 cases before the Supreme Court, including Herndon v. Lowry, a pro bono case in which Seymour successfully asserted the constitutional rights of an African American member of the Communist Party.
Seymour led the Firm from the 1930s to 1983. Through his leadership, the corporate practice focused on the financial services sector and represented virtually every major U.S. investment bank. The litigation department focused on trials – particularly jury trials. In addition to his work at the Firm, Seymour served as president or chairman of numerous organizations, including the Legal Aid Society and The Association of the Bar of the City of New York, which three other Simpson Thacher partners, Thomas Thacher, Cyrus Vance and Conrad Harper, also led.
The Modern Firm Takes Form
The 1950s and 1960s were decisive decades in the development of the Firm’s current practice profile. In 1952, Simpson Thacher became general counsel to Manufacturers Trust Company. “Manny Hanny” grew into a major money center bank and the Firm grew with it. That relationship thrived through multiple mergers: with Chemical Bank in 1991, with Chase Manhattan in 1996, with J.P. Morgan in 2000, and with Bank One in 2004. Our continued representation of the institution now known as JPMorgan Chase illustrates the longevity that is a core strength of many of the Firm’s key client relationships. And our work for lenders and financial advisors in the 1950s and 1960s helped create the foundation for the Firm’s preeminent mergers and acquisitions practice.
The 1950s also began an era of government service for Simpson Thacher lawyers. In 1957, when partner Ed Weisl became Chief Special Counsel for the Senate Preparedness Subcommittee reviewing the American missile program, he asked his young partner, Cyrus Vance, to come along. From that first step, Vance went on to serve four presidents, returning to Simpson Thacher temporarily during the Nixon administration and then permanently after resigning as President Carter’s Secretary of State. Like Whitney North Seymour, Cy Vance exemplifies the Firm’s commitment to public service.
Simpson Thacher’s litigation department also took shape in the 1960s. In 1968, General Motors chose Simpson Thacher to handle all of its product liability litigation in the New York area, giving the Firm’s litigators the opportunity to act as lead trial counsel in hundreds of jury trials. The Firm subsequently began doing trial work for other manufacturers like Toyota, Nissan, and Bombardier. Jury trial victories in the late 1960s and 1970s were instrumental to the creation of a stand-alone litigation practice that clients have since sought out for their most important matters.
For example, in one of the most widely followed cases in the last decade, the Firm secured a unanimous jury verdict, affirmed on appeal, in favor of Swiss Re, the largest participant in the $3.54 billion property insurance program covering the World Trade Center at the time of the terrorist attack on September 11, 2001.
The Growth of Mergers and Acquisitions
In 1976, Simpson Thacher began representing Kohlberg Kravis Roberts & Co., the firm credited with inventing the leveraged buyout (LBO), a structure that facilitated the creation of the private equity marketplace. Blackstone followed in 1985, and the Firm later picked up other private equity sponsors – Hellman & Friedman, Silver Lake, Carlyle, among others – as clients. Under the visionary leadership of Richard Beattie, the Firm’s M&A practice thrived as its clients completed front page deals. The Firm represented KKR in its 1989 takeover of RJR Nabisco, at the time the largest LBO ever. The Firm has now advised on the five largest completed LBOs in history, including the $44 billion acquisition of TXU Corp. by a consortium led by KKR and TPG and the $39 billion buyout of Equity Office Properties by the Blackstone Group.
The Firm’s experience has attracted as clients participants in some of the largest corporate mergers in history:
- AOL in its merger with Time Warner;
- Seagram in its acquisitions of Universal Studios and Polygram;
- The bank mergers that led to the formation of the modern-day JPMorgan Chase;
- The acquisition by Mars Incorporated of Wrigley; and
- The currently pending combination of Wyeth and Pfizer.
Strategic and Geographic Expansion
Serving clients is the mission that has guided the Firm’s expansion beyond its origins in New York. Where the Firm saw that it could better serve its clients by opening an office, it did, beginning with London in 1978, when our banking clients began to focus on Europe. Tokyo was opened in 1990 when foreign firms were allowed to counsel clients in Japan for the first time, many of whom wanted to offer securities in the U.S. market. Hong Kong opened in 1993, and has steadily grown to represent major private equity funds, investment banks and significant multinational corporations in the region.
The Firm opened a Los Angeles office in 1996, initially to represent Universal Studios. The office now handles diverse corporate transactions in the Pacific Rim and a wide variety of litigation matters. The Palo Alto office opened in 1999, a time of rapid growth for the venture capital and technology industries, and has become one of the leading providers of corporate and litigation services in the region. The Washington office, opened in 2005, maintains a litigation and arbitration focus with active antitrust, securities, government investigations and regulatory practices. In 2007, the Firm expanded its Asian practice by opening in Beijing, creating a platform to provide representation to clients, old and new, in China.
Into a New Century
Building on the efforts of prior generations, the Firm has moved vigorously into the new century. The corporate practice combines expertise in banking and credit, mergers and acquisitions, capital markets and private capital to provide cutting edge advice on the most complex and important transactions of the day. The litigation practice handles bet-the-company engagements of all kinds. The executive compensation, exempt organizations, personal planning, real estate and tax practices are among the finest anywhere.
The Firm maintains its commitment to public service, averaging 50,000 pro bono hours a year. Since 1995, the Firm has represented the Campaign for Fiscal Equity (CFE) in remedying inadequacies in the New York City public schools. Devoting more than $20 million worth of lawyer time, the Firm represented CFE through a seven-month trial and numerous appeals, obtaining a landmark ruling from the state’s highest court affirming that the New York City school system does not provide students with the opportunity to obtain a sound basic education as required by the state constitution. As a result, billions of additional dollars are being made available to support the education of New York City school children.
Today, the Firm, led by Pete Ruegger, maintains a culture that combines the highest professional standards with a deep respect and civility among our attorneys and clients. While we have grown dramatically in number and in geographic scope, in a real sense, we continue to maintain the hallmarks of a much smaller firm – like the one John Simpson, Thomas Thacher and William Milo Barnum opened on New Year’s Day some 125 years ago – and we look forward to doing so for many years to come.
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