Scott D. Miller

Director of Autonomous Vehicle Integration at General Motors Company

Scott D. Miller

Scott D. Miller

Director of Autonomous Vehicle Integration at General Motors Company

Biography

Scott Miller has a broad-based practice emphasizing international mergers and acquisitions, capital markets transactions, private equity, strategic initiatives and governance matters. He is a trusted advisor to clients, helping them through their most complex M&A, capital and other strategic transactions and counseling them through internal and government investigations and other corporate crises. He also advises a number of clients on SEC compliance and corporate governance matters. Mr. Miller is responsible for coordinating the Firm’s US and European corporate practice.

Mr. Miller has acted in a number of significant corporate and securities matters, investments, strategic alliances and acquisitions involving a range of companies, including Alcan (aluminum), Apollo Tyres (automotive), AT&T (telecom), Bell Canada (telecom), Bucyrus (mining equipment), Chrysler (automotive), CNH Industrial (industrial and agricultural equipment), DISH Network (multi-channel television), DraftKings (fantasy sports), EchoStar (satellite services and television equipment), Exor N.V (industrial holding company), Ferrari (luxury automobiles), Fiat Chrysler (automotive), Garrett Motion (automotive), Kohler Co. (household products and resorts), London Bay Capital (private equity), Nokia (telecom equipment), NXP (semiconductors), PartnerRe (reinsurance), Philips Electronics (consumer electronics), Rio Tinto (mining), Samsung (semiconductors and consumer electronics) Stifel Finanical Group (investment banking), Triton International (container leasing), VeriFone (payment solutions) and Veritas (private equity).

His international capital markets work has included representing the issuer in the first privatization in Italy as well as IPOs and privatizations in telecommunications, satellite and other technology-intensive industries in over 15 countries. He also has worked extensively with a number of private equity firms on a range of investments and leveraged acquisitions.

Widely recognized as a leading corporate lawyer, he has been named by The American Lawyer as a “Dealmaker of the Year” for taking “U.S.-style hostile takeover techniques to France” in his representation of Alcan in the precedent-setting takeover of Pechiney and as a “Dealmaker of the Week” as counsel for Fiat in connection with its acquisition of Chrysler. Mr. Miller was recognized as a Law360 2020 MVP in M&A and named among BTI Consulting Group’s Client Service All-Stars for 2012, a group nominated by clients as representing the best in client service. Mr. Miller also has been recognized in Chambers USA: America’s Leading Lawyers for Business, Law360, Euromoney’s Guide to the World’s Leading Capital Markets Lawyers, IFLR1000: The Guide to the World’s Leading Financial Law Firms, The Best Lawyers in America, Super Lawyers Corporate Counsel Edition, New York Super Lawyers, Southern California Super Lawyers, Northern California Super Lawyers, Lawdragon and The Legal 500 United States.

SELECTED REPRESENTATIONS

* Acting as principal outside counsel to Fiat Chrysler Automobiles in a range of strategic matters including its pending 50/50 merger with Peugeot, its pending sale of its global cast iron automotive components business, which is operated through its subsidiary Teksid S.p.A., to Tupy S.A. ($234 million), its 2019 proposed combination with Groupe Renault as a 50/50 merger ($59.5 billion), the formation of Fiat’s industrial alliance with Chrysler and New Chrysler’s bankruptcy-assisted acquisition of the assets of Old Chrysler as part of the U.S. government-sponsored restructuring of the U.S. auto industry, in the 2011 spin-off of its capital goods business, Fiat Industrial, in the 2014 acquisition of the remaining minority shareholding in Chrysler ($3.65 billion), and in the 2018 sale of the Magneti Marelli automotive components business to KKR portfolio company CK Holdings Co., a holding company of Calsonic Kansei Corporation ($6.5 billion), as well as in over $20 billion in equity and debt financing (including a $3 billion mandatory convertible note offering), and in the termination of Fiat’s industrial alliance with General Motors, in which Fiat received a $2 billion payment.?
* Representing DISH Network in a number of significant transactions including its agreement with
T-Mobile, Sprint and the U.S. Department of Justice under which DISH acquired Sprint’s prepaid wireless business and entered the U.S. wireless market as the fourth nationwide facilities-based provider, as well as over $20 billion in high-yield debt offerings and a $3 billion convertible note offering (2016) and a number of other strategic M&A and investment transactions (including its $10 billion unsolicited offer for Clearwire (later terminated); its acquisitions of Sprint Nextel and LightSquared; the $3.2 billion spin-off of EchoStar and its agreement to acquire certain assets from EchoStar in exchange for DISH’s interests in Hughes Retail Group; its acquisition of Sling Media and its investments in Sirius XM Radio and TerreStar Networks).
* Representing Ferrari S.p.A and its principal shareholder in its 2015 initial public offering, valuing the company at $10 billion, and its 2016 spin-off from FCA, as well as securities, finance and corporate governance issues since the spin-off. (Transatlantic Finance Dealmaker: Equity Capital Markets by The Transatlantic Legal Awards)
* Representing Chrysler Group LLC in a number of significant transactions, including its proposed 2013 initial public offering; $13 billion of leveraged financing transactions in 2011 and 2014 to repay funding provided by the U.S. and Canadian governments and debt issued to its retiree health care trust (VEBA) in connection with the 2009 restructuring of the U.S. automotive industry and in connection with Fiat’s acquisition of majority ownership in 2011 ($10.5 billion).
* Representing Garrett Motion in its $2.6 billion pending acquisition by KPS Capital Partners and pending Chapter 11 cases.
* Representing DraftKings in its SPAC combination with Diamond Eagle Acquisition Corp. and SBTech ?and $1.8 billion follow-on equity offering.
* Representing EXOR in connection with Covéa’s $9 billion proposed acquisition of PartnerRe from EXOR
* Representing CNH Industrial NV ?on a number of significant transactions from the $13 billion going-private takeover of Case New Holland to form the world’s third-largest global capital goods business to its 2019-2020 strategic investment in Nikola Motors and Nikola’s SPAC merger.
* Acting as principal outside counsel to VeriFone Systems Inc. in a number of significant transactions, including its IPO, as well as over $1 billion in equity and debt offerings, its acquisitions of Lipman (Israel), Hypercom Corp., Point International (Sweden) and InterCard (Germany) and its $3.4 billion acquisition by Francisco Partners (2018).
* Representing Bucyrus International, Inc. in its $8.6 billion sale to Caterpillar Inc. (2011)
and its 2010 acquisition of the Terex mining equipment business ($1.3 billion).
* Representing Apollo Tyres (India) in its proposed acquisition of Cooper Tire & Rubber and in successfully defending Apollo from litigation brought by Cooper in connection with that transaction.
* Representing Thomas Weisel Partners Group in a number of strategic transactions, from its initial public offering to its 2010 sale to Stifel Financial Corp., and Stifel Financial Corp. in its 2019 acquisition of the Canadian capital markets business of GMP Securities.
* Representing Alcan Inc. (Canada) in several milestone transactions, including its successful defense against an unsolicited $27 billion takeover attempt by Alcoa and its subsequent $46 billion acquisition by Rio Tinto (2007), its spin-off of Novelis Inc., the world’s largest producer of aluminum rolled products and its $7 billion hostile takeover of Pechiney (among the first hostile offers for a French company and named “Deal of the Year” by, inter alia, Corpo

Overview
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2683

Primary Location

Palo Alto, CA, United States

Number of Boards

1

Number of Awards

9

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Partner at Sullivan & Cromwell LLP

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

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Senior Chair at Sullivan & Cromwell LLP

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In The News
The Detroit News
January 30, 2016
New GM team to focus on future
Detroit Free Press
January 29, 2016
GM forms team for self-driving vehicles
The Deal Pipeline
July 24, 2015
Fiat Chrysler files to take Ferrari public
The Deal Pipeline
September 24, 2013
Ahead of the news
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Scott D. Miller
Director of Autonomous Vehicle Integration at General Motors Company
Education
JD
Class of 1985

Columbia Law School is a professional graduate school of Columbia University, a member of the Ivy League. Columbia is regarded as one of the most prestigious law schools in the nation and has always been ranked in the top five by U.S. News and World Report.Founded in 1858, Columbia has produced a large number of distinguished alumni including two Presidents of the United States (Franklin Delano Roosevelt and Theodore Roosevelt); nine Justices of the Supreme Court of the United States;numerous U.S. Cabinet members and Presidential advisers; U.S. Senators, Representatives, and Governors; and more members of the Forbes 400 than any other law school.

BS in Engineering
Class of 1982

Arizona State University (commonly referred to as ASU or Arizona State) is a national space-grant institution and public metropolitan research university located in the Phoenix Metropolitan Area of Arizona. ASU is the largest public university in the United States by enrollment. Founded in 1885 as the Tempe Normal School for the Arizona Territory, the school came under control of the Arizona Board of Regents in 1945 and was renamed Arizona State College. A 1958 statewide ballot measure gave the university its present name, making Arizona State one of the nation's newest public research universities.

Career History
Partner
Current

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

Clerk
1985 - 1986

The United States Court of Appeals for the Ninth Circuit (in case citations, 9th Cir.) is a U.S. Federal court with appellate jurisdiction over the district courts in the following districts: District of Alaska District of Arizona Central District of California Eastern District of California Northern District of California Southern District of California District of Hawaii District of Idaho District of Montana District of Nevada District of Oregon Eastern District of Washington Western District of Washington It also has appellate jurisdiction over the following territorial courts: District of Guam District of the Northern Mariana Islands.

Director of Autonomous Vehicle Integration
Current

General Motors Co. engages in the designing, manufacturing, and selling of cars, trucks and automobile parts. It also provides automotive financing services through General Motors Financial Company, Inc. The firm operates through the following segments: GM North America, GM International, Cruise and GM Financial. It sells vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang, Wuling, Maven, and OnStar brands. The company was founded by William C. Durant on September 16, 1908 and is headquartered in Detroit, MI.

Boards & Committees
Member, Diversity Committee
Prior

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

Political Donations
$2,600
2013

Vice Chairman & Managing Director at Moelis & Co.

$10K
2013

The Democratic Congressional Campaign Committee (DCCC) is the official campaign arm of the Democrats in the House. The DCCC is the only political committee in the country whose principal mission is to support Democratic House candidates every step of the way.

$5,000
2012

The Democratic Congressional Campaign Committee (DCCC) is the official campaign arm of the Democrats in the House. The DCCC is the only political committee in the country whose principal mission is to support Democratic House candidates every step of the way.

Transactions
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TS Innovation Acquisitions Corp. issued USD Units Consisting of Common Shares and Warrants

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CONX Corp. issued USD Units Consisting of Common Stock and Warrants

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Diamond Eagle Acquisition Corp. purchases DraftKings, Inc.

Awards & Honors
2012
BTI Consulting Group - Client Service All-Stars
Admitted to the California Bar
Admitted to the New York Bar
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