Marc Trevino

Managing Partner, Executive Compensation & Benefits Practice Group at Sullivan & Cromwell LLP

Marc Trevino

Marc Trevino

Managing Partner, Executive Compensation & Benefits Practice Group at Sullivan & Cromwell LLP

Biography

Marc Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice, the managing partner of its executive compensation group, and a founding member of its financial institutions 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.

Recent Recognitions

* Acquisition International’s Leading Finance and Compensation Expert of the Year, New York (2019)
* Law360 MVP in Benefits (2018)
* The Legal 500 Hall of Fame (2018)
* Chambers USA: America’s Leading Lawyers for Business (2008–2020)
* The Best Lawyers in America (2007–2020)
* United States Super Lawyers and New York Super Lawyers (2006–2020)
* The Legal 500 United States (2009–2018)
* Conference Board’s Expert Committee on Shareholder Activism
* Practical Law Company’s Employee Benefits and Executive Compensation Board

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.

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

Mergers and Acquisitions
* SunTrust in its $66 billion merger of equals with BB&T Corporation (banking)
* First Horizon in its $2.2 billion acquisition of Capital Bank (banking)
* 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.
* 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
* 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
* 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)
* SunTrust in its acquisition of Seix Investment Advisors and in the restructuring and sale of Lighthouse Partners (asset management)
* 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 (insurance, distressed)
* JPMorgan Chase in connection with the losses incurred by its chief investment office (banking)
* AIG in connection with the 2005 multi-billion dollar restatement of its financial statements and management transition (insurance, distressed)
* 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)

Overview
Career Highlights

Sullivan & Cromwell LLP

RelSci Relationships

1892

Number of Boards

3

Number of Awards

5

Contact Data
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Senior Chair at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Faculty Member & Author at Practising Law Institute

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Marc Trevino
Managing Partner, Executive Compensation & Benefits Practice Group at Sullivan & Cromwell LLP
Education
JD
Class of 1993

Located in New Haven, Connecticut, Yale Law School is one of the world’s premier law schools. It offers an unmatched environment of excellence and educational intimacy in the form of world renowned faculty, small classes, limitless opportunities for clinical training, and strong encouragement of public service. The Law School is small by design; its impact on the world is measured by its accomplished graduates and its ongoing scholarship and outreach through numerous centers and projects. For students, the experience is unparalleled. The faculty-student ratio supports a vast array of courses and opportunities for independent research and student-organized seminars. Students get practical training by representing real clients in clinics starting in their first year. Throughout, a spirit of collaboration reigns. All first-term courses are ungraded, and subsequent classes are graded honors/pass/low pass. Yale Law School is unique among law schools in that it produces leaders in all walks of life: distinguished deans and faculty members at law schools across the country and the world; industry CEOs and corporate counsels; founders of nongovernmental organizations and other nonprofit entities; entrepreneurs; government servants in federal, state, and local offices and the judiciary--just a few areas in which our alumni's talent and passion and dedication have made a difference. Among the School’s graduates are U.S. Presidents and Supreme Court Justices; and among its far-reaching projects, the Information Society Project and the China Center.

AB, summa cum laude, Phi Beta Kappa
Class of 1990

Princeton University is a vibrant community of scholarship and learning that stands in the nation's service and in the service of all nations. Chartered in 1746, Princeton is the fourth-oldest college in the United States. Princeton is an independent, coeducational, nondenominational institution that provides undergraduate and graduate instruction in the humanities, social sciences, natural sciences and engineering. As a world-renowned research university, Princeton seeks to achieve the highest levels of distinction in the discovery and transmission of knowledge and understanding. At the same time, Princeton is distinctive among research universities in its commitment to undergraduate teaching. Today, more than 1,100 faculty members instruct approximately 5,000 undergraduate students and 2,500 graduate students. The University's generous financial aid program ensures that talented students from all economic backgrounds can afford a Princeton education.

Memberships
Member
Current

The New York State Bar Association (NYSBA) is a voluntary bar association for the state of New York. NYSBA was founded in 1877 with the stated goal to cultivate the science of jurisprudence; to promote reform in the law; to facilitate the administration of justice, and to elevate the standards of integrity, honor, professional skill, and courtesy in the legal profession. Its first President was David B. Hill. Among the reforms in the legislation signed into law creating the association was the removal of the restrictions on the admission of women to the practice of law. In 1896, NYSBA proposed the first global means for settling disputes among nations, what is now called the Permanent Court of Arbitration in The Hague.

Career History
Managing Partner, Executive Compensation & Benefits Practice Group
1993 - Current

Sullivan & Cromwell provides legal advisory services to financial, healthcare, insurance, real estate, energy, other sectors.

Visiting Clinical Lecturer in Law
Current

Located in New Haven, Connecticut, Yale Law School is one of the world’s premier law schools. It offers an unmatched environment of excellence and educational intimacy in the form of world renowned faculty, small classes, limitless opportunities for clinical training, and strong encouragement of public service. The Law School is small by design; its impact on the world is measured by its accomplished graduates and its ongoing scholarship and outreach through numerous centers and projects. For students, the experience is unparalleled. The faculty-student ratio supports a vast array of courses and opportunities for independent research and student-organized seminars. Students get practical training by representing real clients in clinics starting in their first year. Throughout, a spirit of collaboration reigns. All first-term courses are ungraded, and subsequent classes are graded honors/pass/low pass. Yale Law School is unique among law schools in that it produces leaders in all walks of life: distinguished deans and faculty members at law schools across the country and the world; industry CEOs and corporate counsels; founders of nongovernmental organizations and other nonprofit entities; entrepreneurs; government servants in federal, state, and local offices and the judiciary--just a few areas in which our alumni's talent and passion and dedication have made a difference. Among the School’s graduates are U.S. Presidents and Supreme Court Justices; and among its far-reaching projects, the Information Society Project and the China Center.

Boards & Committees
Member, Managing Partner Committee
Current

Sullivan & Cromwell provides legal advisory services to financial, healthcare, insurance, real estate, energy, other sectors.

Member of Expert Committee on Shareholder Activism
Current

The Conference Board, Inc. is a membership organization working for the public interests. It creates and disseminates knowledge about management and the marketplace to help businesses in their performance and to better serve the society. The firm publishes information and analysis, makes economics-based forecasts and assesses trends, and facilitates learning by creating communities of interest that bring together senior executives from around the world. The company was founded in 1916 and is headquartered in New York, NY.

Political Donations
$1,000
2012

Senator from Connecticut

$1,000
2011

Group Vice President for Public Affairs, Crisis Communications & Issues Management at MWW Group, Inc.

Transactions
Details Hidden

First Horizon Corp. (Tennessee) purchases Iberiabank Corp

Details Hidden

CIT Group, Inc. purchases Mutual of Omaha Bank - Nebraska from Mutual of Omaha Insurance Co.

Details Hidden

Truist Financial Corp. purchases SunTrust Banks, Inc. resulting in a new company Truist Financial Corp.

Awards & Honors
2011
Chambers USA - America's Leading Lawyers for Business, Employee Benefits & Executive Compensation
Admitted to the New York Bar
The Legal 500 United States
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