Robert Sills, a litigation partner in Orrick’s New York office, has extensive experience litigating complex cross-border matters before arbitration agencies and in state and federal courts, as well as in domestic disputes.
He has represented parties in arbitrations held under the auspices of most major arbitration agencies, including the International Chamber of Commerce, the London Court of International Arbitration, the American Arbitration Association, the Stockholm Chamber of Commerce, the Japan Commercial Arbitration Association and JAMS, as well as non-administered arbitrations conducted under UNCITRAL and other rules. He also regularly advises transactional attorneys at Orrick on a variety of issues related to the drafting and negotiation of arbitration provisions and has been involved in a number of significant litigations related to those arbitrations, including two successful applications for anti-suit injunctions to halt foreign lawsuits brought by parties to arbitration agreements.
Among the clients Mr. Sills has represented in international arbitrations are the following:
- A major European telecommunications concern in connection with two arbitrations, one in New York and one in Geneva, under the shareholders agreements for mobile telecommunications concerns in Russia and Ukraine.
- A European investor in a purchase price dispute over the sale of a telecommunications concern in Eastern Europe.
- Italy's largest telecommunications provider, pursuing damages against the Republic of Bolivia for expropriating the privatized national telephone company, in a matter filed with the International Centre for Settlement of Investment Disputes (ICSID).
- A Singapore franchisor in a dispute with its Mexican and Brazilian franchisees.
- A U.S. chemical manufacturer in a dispute with its Chinese licensee.
- A U.S. lessor of several power plants in a dispute with its German lessee.
- A European construction company in a multiparty dispute over the construction and operation of a Brazilian petrochemical plant.
- A European consulting company in a dispute arising under a contract for software and networking services.
- A Chinese textile manufacturer in a dispute with its U.S. joint venture partner.
- A senior U.S. executive in a dispute over his “golden parachute” contract with the foreign acquirer of the business with which he was formerly associated.
- A U.S. manufacturer in a royalties dispute with a Chinese government-owned corporation.
In transnational litigations, Mr. Sills has represented, among others, the following:
- A French bank in a dispute over the right to the proceeds of five letters of credit, totaling $50,000,000 in a “back-to-back” financing arrangement, involving litigation in state and federal courts in New York, bankruptcy court in New York, and proceedings in the United Kingdom, France, Switzerland and the Cayman Islands.
- A Brazilian bank in a dispute with a U.S. investment bank over fees allegedly owed for construction of a soybean mill in Paraguay, involving litigation in federal court in Florida as well as in Brazil.
- A German bank in connection with an investigation of its securities trading practices in New York and London, and related civil litigation in federal court in New York.
- A Japanese manufacturer in connection with termination of distributors in Puerto Rico, involving litigation with one distributor in Puerto Rico and arbitration with another, as well as a related arbitration in Japan.
- A French bank, in proceedings to recover erroneous payments to a Russian bank, involving litigation in New York and Russia.
- A Brazilian bank, in a dispute over its obligation to pay a Chinese exporter under letters of credit, involving litigation in New York and Brazil.
- An English trading company over payment for a shipment of Uzbek cotton, involving enforcement proceedings in England and New York, and a proceeding in Bangladesh purporting to enjoin payment.
Among Mr. Sills’ domestic representations are the following:
Securities Litigation. Mr. Sills has represented public companies or their boards of directors in defending securities fraud actions in federal courts in New York, New Jersey, Georgia, Tennessee, Florida, New Mexico and Washington.
Antitrust Actions. Mr. Sills represented developers of hydroelectric and co-generation facilities in three antitrust actions against the utilities to which they sold power; Japanese and French manufacturers in disputes with their United States distributors; and three major telecommunications concerns in disputes with incumbent carriers before administrative agencies and courts in approximately 12 states.
Purchase Price Disputes. Mr. Sills has represented both purchasers and sellers in approximately 15 post-closing disputes over the purchase price of a business in both arbitration and litigation. In one case, Graham v. Horsehead Industries, Inc., he represented the selling shareholders of Great Lakes Carbon Corporation in an action to recover the amount held back from the purchase price; the purchaser demanded the entire amount and counterclaimed for various alleged tax liabilities. After a three-week trial in federal court in New York, the shareholders recovered the entire amount sought, and all counterclaims were dismissed.
Insurance Litigation. Mr. Sills represented a property and casualty insurer in a series of federal and state litigations and arbitrations in New York, Washington, Texas and Louisiana, involving disputes over reinsurance coverage. After extensive litigation, including orders from a federal court in Louisiana holding that the arbitration clause in the parties’ reinsurance contract was unenforceable and that the client’s reinsurer had forfeited its attorney-client and work-product privileges on crime-fraud grounds, the dispute was settled.
Banking Matters. Mr. Sills has represented several banks in a wide variety of matters, including disputes over letters of credit, liability for improper payments to various parties, claims of aiding and abetting allegedly unlawful transactions, investigations of trading activities, and alleged violations of United States laws restricting banks from engaging in transactions with certain countries.
Mergers and Acquisition Litigation. Mr. Sills has represented a number of well-known private equity funds in a wide variety of litigated and arbitrated matters, including two actions to compel the closing of transactions with a purchaser claiming that there had been a material adverse change in the portfolio company’s financial condition; a successful effort to enjoin a competing bid by management of a target company; an action to rescind the purchase of a portfolio company that had misrepresented its financial condition, which resulted in the re-purchase of the company by its selling shareholders; an action claiming that insufficient assets for a portfolio company’s pension plan were transferred in connection with a sale, which was resolved after trial without any net cost to the fund; disputes with limited partners and lenders; dissenting shareholders proceedings; numerous disputes over earn-outs and indemnities; and general representation of portfolio companies.
After graduating from Columbia Law School in 1976, where he was an editor of the Columbia Law Review, Mr. Sills served as a law clerk to Judge Thomas J. Meskill, of the United States Court of Appeals, Second Circuit. Before joining Orrick in 2003, Mr. Sills was a partner at Reboul, MacMurray, Hewitt & Maynard.
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