Sidley is the destination firm for passenger and cargo airlines, aircraft manufacturers, equipment finance borrowers and lenders, executives, board members, investors, and suppliers for all types of aviation matters. As counsel to some of the world’s largest airlines and air cargo companies, our transactional lawyers advise on multibillion-dollar M&A deals, financing for aircraft and engines, airports and other aviation infrastructure, equipment leasing, IT, and a wide array of procurement arrangements. Our litigators represent clients in matters arising out of major airline accidents and complex antitrust disputes. Our inter-disciplinary team of regulatory lawyers advises clients on government strategies, government contracts, and a variety of regulatory matters directly affecting airlines and aviation. The global nature of our practice spans jurisdictions and borders, enabling us to assist with transactions throughout Asia, North and South America, the Middle East, Africa, and Europe.
Aviation and Airlines
The depth of our airline and aviation-related experience is demonstrated by our representation of clients in many diverse practice areas, such as:
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Contacts
Transactions
Key representative matters* include representing:
- United Airlines in multiple matters, including:
- its April 2020 common stock offering of 39.25 million share
- its 2020 at-the-market offering of up to 28 million shares of its common stock
- its issuance of US$350 million 4.875% senior notes due 2025
- several international joint ventures with Lufthansa Airlines and Air Canada, with All Nippon Airways and with Air New Zealand
- its purchase of US$150 million convertible secured debt in Avianca Holdings S.A.
- its loan to the majority shareholder of Avianca Holdings S.A., and commercial arrangements with its majority and minority shareholders, including put and call arrangements and related financing arrangements, and restructured corporate entity and governance arrangements
- its revenue sharing joint business agreement with Avianca Airlines and Copa Airlines
- United’s investments in the Brazilian airline Azul S.A., including a private investment of 3.7 percent of Azul preferred shares, and the acquisition of an additional 4.49 percent from China Hainan Airlines Holding Co., Ltd., and the conversion of those interests in connection with Azul’s IPO
- its arrangements with the Star Alliance and its alliance partner airlines
- its investment in Champlain Enterprises, LLC, a regional airline
- United’s investment in the parent of ExpressJet Airlines, Inc., including that entity’s purchase of ExpressJet from SkyWest, Inc.
- purchase by United of aircraft-related equipment from SkyWest, Inc. and the leasing of such equipment to ExpressJet Airlines, Inc.
- dozens of United’s capacity purchase and similar arrangements with its multiple airline partners, including Air Wisconsin, Chautauqua, CommutAir, ExpressJet, GoJet, Gulfstream, Mesa, Republic, Shuttle America, SkyWest and Trans States
- United’s partnership with and strategic equity investment in CLEAR, the biometric identity authentication company
- its strategic investment in Journera
- United’s tax and corporate arrangements regarding fuel transportation and logistics
- United’s acquisition of Westwind School of Aeronautics, Phoenix, LLC, a flight training academy
- shareholder activism matters relating to Altimeter Capital and PAR Capital
- SEC reporting and corporate governance work
- employment agreements with United executives, and other executive compensation issues
- Memphis-based Pinnacle Airlines in multiple matters, including:
- its 2010 acquisition of Mesaba Airlines from Delta Air Lines
- capacity purchase arrangements with Delta Air Lines
- SEC reporting and corporate governance work
- Indianapolis-based Republic Airlines in multiple matters, including:
- capacity purchase arrangements with Delta Air Lines
- capacity purchase arrangements with American
- Southwest Airlines in multiple matters, including:
- credit card loyalty program arrangements
- aircraft sale-leaseback arrangements with multiple lessors
- Continental Airlines in multiple matters, including:
- its 2010 merger with United Airlines
- the spinoff of ExpressJet Airlines, its regional carrier, in the then-largest IPO of a U.S. airline
- multiple acquisitions and divestments of interests in foreign carriers
- SEC reporting and corporate governance work
- alliance and codeshare matters, including its switch from the SkyTeam Alliance to the Star Alliance
- U.S.-based airline in connection with its in-flight entertainment systems
- American Eagle, the regional carrier affiliate of American Airlines, in connection with its potential spinoff from AMR, its corporate parent
- Multiple private equity firms in acquiring aerospace industry companies, investments in aircraft finance debt and acquisition of aircraft tail equity interests
*Some of these matters were handled by our lawyers prior to joining Sidley
Litigation
Sidley litigators have extensive experience representing U.S.-based and foreign clients involved in the aviation industry, including handling cases in litigation as well as providing advice and counseling with respect to liability risks, contractual warranty and indemnity issues, insurance and other issues related to aviation.
As part of its aviation-related and broad commercial litigation practice, Sidley has represented clients in commercial disputes involving aircraft purchase agreements, aircraft modification, airline frequent flier program promotions, regulatory, insurance and lease issues, some of which have involved the defense of class action lawsuits.
Key representative matters include representing:
- A Special Committee of the Board of Southwest Airlines Co. with respect to an independent investigation into various FAA issues.
- Airbus, standing behind the European Union in the landmark Boeing-Airbus “large civil aircraft” subsidy dispute, the biggest and longest-running dispute in the WTO’s history. The matter involves two ongoing compliance proceedings and a new dispute launched by the European Union in 2014 challenging US$8.7 billion in new tax subsidies granted to Boeing by the State of Washington.
- Airbus Helicopters, Inc. and Airbus Helicopters, S.A.S. — Riggs v. Airbus (Nevada) — Representing Airbus in connection with a helicopter accident in the Grand Canyon on February 10, 2018. Among other important issues, the case will involve complex questions of manufacturer liability in light of federal regulations governing the design of helicopters and the interplay between state tort law and those federal regulations.
- American Airlines, Inc. – prevailed in a class action (Illinois) where the U.S. District Court for the Northern District of Illinois ruled that no class could be certified because the claims depended upon resolution of individualized issues about whether American’s policy caused any passenger to suffer any injury, and therefore that the predominance requirement of Rule 23(b)(3) could not be satisfied.
Regulatory
Sidley regulatory lawyers bring their extensive governmental experience to the representation of airlines and aviation industry participants in connection with governmental and other regulatory agencies in the United States, EU and other jurisdictions around the globe, handling matters involving tariffs, antitrust and competition laws, and data privacy and security.
Restructuring
Sidley has one of the premier, multi-jurisdictional aviation restructuring practices, and we have advised clients in virtually every aviation restructuring over the past 20 years. Our global restructuring team is led by experienced lawyers ideally placed to advise companies, creditors, and financing parties on domestic and multi-jurisdictional matters, ranging from out-of-court restructurings to formal insolvency proceedings across the globe. We represent air carriers, operators, equipment manufacturers, lessors, secured lenders (including DIP Lenders), official committees, bondholders, investors, and equity sponsors in all facets of aviation restructurings – in both the fixed and rotor wing space. Our recent engagements have included advising clients in the Avianca, LATAM, AeroMexico, Philippines Airlines, Republic Airlines, PHI Aviation, CHC Helicopters and Bristow Aviation Chapter 11 cases, and the Virgin Atlantic proceedings in the UK.
Key representative matters* include representing:
- United Airlines, Inc. in connection with both its secured and unsecured claims in the bankruptcy of Avianca Airlines
- United Airlines, Inc. in connection with its unsecured claim in the bankruptcy of Republic Airlines, resulting in a debt-for-equity swap for a sizable equity position in the restructured airline
- Pinnacle Airlines in connection with its claim in the bankruptcy of Northwest Airlines
*Some of these matters were handled by our lawyers prior to joining Sidley
Areas of Focus
Related Capabilities
- Antitrust/Competition
- Capital Markets
- Commercial Litigation and Disputes
- Consumer Class Actions
- Crisis Management and Strategic Response
- Emerging Companies and Venture Capital
- Energy
- Environmental
- ERISA Litigation
- Global Arbitration, Trade and Advocacy
- Global Finance
- Insurance
- IP Litigation
- Investment Funds
- M&A
- Privacy and Cybersecurity
- Private Equity
- Products Liability
- Project Finance and Infrastructure
- Restructuring
- Securities and Shareholder Litigation
- Shareholder Activism and Corporate Defense
- Tax
- Transportation
- White Collar: Government Litigation and Investigations