With more than 60 years of experience on both sides of the Atlantic, Cleary Gottlieb’s antitrust/competition practice provides clients with unparalleled global competition strategy to match their business and legal needs. Clients benefit from our in-depth experience and longstanding commitment in the jurisdictions in which we practice. One of the few global firms with an equally strong and recognized competition practice in Europe and in the United States, Cleary Gottlieb offers clients a unique transatlantic perspective that is invaluable in today’s increasingly borderless business landscape.
Read More »
Nov 14, 2011
Cleary Gottlieb is representing Sony Corporation of America in the EU and international antitrust aspects of the $2.2 billion acquisition of EMI Music Publishing. Sony Corporation of America is part of a consortium that includes Mubadala Development Company PJSC, Jynwel Capital Limited, the Blackstone Group's GSO Capital Partners LP, and David Geffen. EMI Music Publishing, one of the leading music publishing companies in the world, will be managed by Sony/ATV Music Publishing, a joint venture between Sony Corporation of America and the Estate of Michael Jackson.
Sep 24, 2011
Cleary Gottlieb is advising UTC on the EU antitrust aspects of its proposed $16.4 billion acquisition of Goodrich, an aircraft components manufacturer. UTC will pay $127.50 a share in cash, in what will be one of the largest acquisitions in the company’s history.
Jun 30, 2011
Cleary Gottlieb is representing Nortel Networks on the Section 363 bankruptcy sale of its residual patent assets through a bankruptcy auction to a consortium consisting of Apple, EMC, Ericsson, Microsoft, Research In Motion and Sony for $4.5 billion, an increase of $3.6 billion from Ranger Inc.’s original stalking horse bid for these assets. The sale results from a four day auction that took place in Cleary Gottlieb’s New York office from June 27 through June 30. A joint hearing before courts in the United States and Canada is set to be held on July 11 to formally approve the sale. Nortel has been a client of Cleary Gottlieb for more than 20 years. The firm is currently acting as U.S. bankruptcy counsel to Nortel and affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France. Cleary Gottlieb has represented Nortel on its prior Section 363 bankruptcy auction sales, including the:
- sale of its wireless infrastructure assets to Ericsson for $1.13 billion (November 2009);
- sale of its global Enterprise Solutions business to Avaya for a total of $915 million (December 2009);
- sale of its Optical Networking and Carrier Ethernet businesses to Ciena for $774 million (March 2010);
- sale of its GSM/GSM-R business in Europe and Taiwan to Ericsson and Kapsch CarrierCom for $103 million (March 2010);
- sale of its Carrier VoIP and Application Solutions to GENBAND for $282 million (May 2010); and
- sale of its Multiservice Switch business to Ericsson for $65 million (September 2010).
Jan 29, 2011
Cleary Gottlieb is currently representing Alpha Natural Resources, Inc. in its $8.5 billion acquisition of Massey Energy Company. Under the terms of the agreement, Massey stockholders will receive, at the closing, 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. The transaction, which was announced on January 29, is expected to close later this year pending receipt of stockholder approvals of both companies and regulatory clearances.
The combined company will bring together Alpha's and Massey's highly complementary assets, which include more than 110 mines and combined coal reserves of approximately 5 billion tons, including one of the world's largest and highest-quality metallurgical coal reserve bases.
Alpha Natural Resources is one of America's premier coal suppliers with coal production capacity of greater than 90 million tons a year. Among U.S. producers, Alpha is the leading supplier and exporter of metallurgical coal used in the steel-making process and is a major supplier of thermal coal to electric utilities and manufacturing industries across the country.
Nov 09, 2010
Cleary Gottlieb represented Grupo Bimbo and its U.S. subsidiary, BBU, Inc., in the acquisition of Sara Lee Corporation’s North American Fresh Bakery business for an enterprise value of $959 million. The acquisition includes a royalty-free perpetual license to the Sara Lee® brand in fresh bakery products in the Americas, Asia, Africa and Eastern and Central European countries, as well as a portfolio of regional brands. The transaction, which is subject to regulatory approvals, was announced on November 9 and is expected to close in 2011.
Sara Lee NAFB operates 41 plants and close to 4,800 distribution routes, and employs approximately 13,000 associates in the United States. Grupo Bimbo's combined U.S. businesses will employ more than 28,000 associates, operate 75 plants and distribute its products through more than 13,000 routes, with estimated pro forma sales of $5.8 billion in 2010.
In January 2009, Cleary Gottlieb represented Grupo Bimbo in the $2.5 billion acquisition of Bimbo Foods, Inc. (formerly Weston Foods, Inc.) and the related financing.
Dec 16, 2009
On December 16, 2009, the European Commission announced concessions by Microsoft Corporation in two investigations relating to abuses of Microsoft's dominant position in PC operating systems that excluded competing products in web browsers, server software, and productivity applications. More specifically, the Commission has today published the final text of:
- a Commitment Decision requiring Microsoft to provide all Windows users with real choice in web browsers
- a Public Undertaking requiring Microsoft to make interoperability information available for a range of server products (including email and collaboration servers), for Office, and for .Net, as well as to comply with certain obligations with respect to Open Standards.
Cleary Gottlieb has been successfully advising and representing IT companies and trade associations in both aspects of this case. Previous milestones, in which Cleary Gottlieb was also involved, were the 2004 Commission Decision requiring disclosures of work-group server interoperability information and unbundling Windows Media Player, and the 2007 judgment of the European Court of First Instance upholding those decisions and establishing the precedent.
Dec 20, 2010
A Cleary Gottlieb team obtained a 93% reduction of the €290-million fine imposed on Eni in 2006 by the Italian Competition Authority for an alleged abuse of dominance in connection with the delay in the expansion of the Trans Tunisian Pipeline, which allows the import of Algerian gas into Italy. This was the highest fine ever imposed by the ICA on a single company.
By means of a judgment published on December 20, 2010, the Council of State, i.e., Italy's supreme administrative court, drastically reduced the fine at stake, setting it at €20.4 million. The judgment puts an end to a long and complex saga with Cleary Gottlieb defending Eni since the outset of the administrative proceedings before the ICA.
Following the appeals lodged by Eni and its subsidiary Trans Tunisian Pipeline Company against the ICA's infringement decision, in 2007, the TAR Latium, i.e., the first instance administrative court competent for reviewing the ICA's decisions, had quashed the decision to what concerned the imposition of the fine. The first instance court deemed that the ICA had failed to adequately state the reasons why the alleged violation should be qualified as a very serious infringement (within the meaning of the 1998 Commission's fining guidelines), also in light of the arguments set forth by Eni as to the fact that the alleged abusive conduct could not be considered a clear-cut abuse. The TAR Latium thus concluded that the ICA should re-determine the amount of the fine. Both Eni (and TTPC) and the ICA appealed the TAR Latium's judgment before the Council of State. Pending the Council of State's decision, in May 2010, the ICA opened proceedings aimed at re-determining the fine in order to comply with the TAR Latium's judgment.
In its judgment, the Council of State, while rejecting the ICA's appeal, upheld Eni's arguments that the alleged abuse could be at most qualified as a serious infringement, not a very serious one, acknowledging the absence of any intentional plan by Eni to exclude competitors. The Council of State also considered that the fact that, in the context of the proceedings before the ICA, Eni had undertaken to carry out the planned expansion and that it subsequently timely completed it, justified a reduction of the amount of the fine well in excess of that granted by the ICA in its decision. The re-determination of the fine provided for in the Council of State's judgment renders moot the above-mentioned proceedings opened by the ICA in May 2010.
Nov 23, 2011
Cleary Gottlieb represented U.S. technology company Western Digital as lead antitrust counsel in Europe on its $4.3 billion acquisition of Hitachi’s hard disk drive (HDD) business, known as Viviti Technologies. The deal was closely monitored by the European Commission who raised regulatory concerns about the 3.5" HDD business, due to a parallel transaction in the HDD sector between Seagate and Samsung. To alleviate the Commission's concerns, Western Digital will divest certain assets. The deal is still awaiting antitrust approval in the United States and other jurisdictions.
Mar 02, 2010
Cleary Gottlieb teams are playing two roles in the acquisition by The Coca-Cola Company of the North American bottling operations of Coca-Cola Enterprise. One Cleary Gottlieb team is representing The Coca-Cola Company on U.S. and European antitrust matters, while a separate Cleary Gottlieb team is representing Goldman, Sachs & Co., as financial advisor to The Coca-Cola Company. In connection with the transaction, CCE’s European bottling operations will be separated into a new corporation that will be held by the existing holders of CCE stock other than The Coca-Cola Company. In exchange for the North American bottling operations of CCE, The Coca-Cola Company will, among other things, surrender its ownership of CCE stock, valued at approximately $3.4 billion, and assume approximately $8.8 billion of CCE debt. The Coca-Cola Company has also agreed in principle to sell to CCE its bottling operations in Norway and Sweden for approximately $800 million.
The Coca-Cola Company is the world’s leading owner and marketer of nonalcoholic beverage brands and the world’s largest manufacturer, distributor and marketer of concentrates and syrups used to produce nonalcoholic beverages. CCE is the world’s largest manufacturer, seller and distributor of nonalcoholic beverages.
CCE is the leading distributor of Coca-Cola beverages and distributes products in 46 states, 10 Canadian provinces, the Caribbean, and six European nations.
Dec 23, 2010
Cleary Gottlieb represented News Corporation in obtaining unconditional clearance from the European Commission for its proposed bid for any and all of the shares of BSkyB that it does not already own. BSkyB is a leading Pay TV operator in the United Kingdom and Ireland. News Corporation already owns a 39% non-controlling stake in BSkyB and following the transaction would be in a position to acquire sole control over BSkyB.
Apr 16, 2009
Cleary Gottlieb is representing Merck & Co., Inc. in its $41.1 billion merger with Schering-Plough Corporation. Schering-Plough shareholders will receive 0.5767 Merck shares and $10.50 in cash for each Schering-Plough share that they hold. Under the reverse merger arrangement, Merck shareholders are expected to own approximately 68% of the combined company, and Schering-Plough shareholders are expected to own approximately 32%.
The deal will result in a global pharmaceutical company with increased financial flexibility, a broader product portfolio, a larger number of late-stage pipeline candidates and greater geographic diversity in its business operations.
Cleary Gottlieb is representing Merck on all antitrust issues (excluding U.S.) in connection with the deal.
Antitrust Firm of the Year
Chambers USA (2011)
Top Two Global Competition Review Elite Firm
Global Competition Review (2011, 2012)
A “Leading” firm for antitrust litigation.
Benchmark Litigation: America's Leading Litigation Firms and Attorneys (2011)
“Law Firm of the Year” in Antitrust Law
U.S. News - Best Lawyers’ Best Law Firms (2011-2012)
Italian Competition/EU Law Firm of the Year
TopLegal (2011)
Antitrust/Competition Law Firm of the Year
TopLegal (2010), Acquisitions Monthly (2010)
Best Antitrust Law Firm in Brussels
Global Competition Review (2009)
“This US firm maintains its leading position in the market thanks to being one of the few players with equally strong US and European teams. ‘The firm has a strong international presence and a well-deserved and long-standing reputation for quality,’ clients say.”
Chambers Global (2011)
“Peers and clients agree that this firm remains a leader in competition and European law across the region. The firm stands out for both its resources and the breadth of its practice... The quality of the work and the responsiveness are outstanding.’
Chambers Europe (2011)
“‘The partners and associates are absolutely dedicated; they spend a lot of time getting to know our business and it means they are able to get to grip with matters really quickly.’”
“A full complement of antitrust skills is proffered by this team, which is lauded by market sources for the consistently high quality of its work.”
Chambers USA (2011)
“Cleary is consistently named as a clear leader in EU competition, with a handful of its partners regularly mentioned by the market… ‘It is a very, very good firm, they have some excellent individuals - it is a clear market leader; a very strong practice overall,’ says a peer.”
IFLR 1000 (2011)
“No antitrust team in Washington, D.C., has impressed as much as the team from Cleary Gottlieb Steen & Hamilton LLP over the past two years.”
Global Competition Review (2011)
“The litigators in the Washington, D.C., office ... handle a variety of litigation, but receive sustained recognition for their antitrust work specifically.”
Benchmark Litigation: America's Leading Litigation Firms and Attorneys (2010)
“Cleary Gottlieb offers an impressive international network of resources, and its well-established reputation as a market leader for competition and antitrust remains firmly in place. It handles diverse and intricate matters for clients, and is noted for tackling the most difficult of issues with ease. The firm is one of the original international players, and boasts an impeccable practice on both sides of the Atlantic.”
Chambers Global (2010)
“Its deep bench of lawyers with government experience ensures that the group possesses a unique insight into the workings of the regulators. … ‘The group is as good as it gets – it has an accurate understanding of our business, effective communication skills and, most importantly, always gets it right the first time.’”
Chambers USA (2010)
“This huge team of 70 practitioners is extremely well regarded in Brussels, where it provides a first-class EU competition law service. The group is well integrated and networked with its other offices in Europe, which makes it a perfect fit for multi-jurisdictional filings.”
Chambers Europe (2010)
|
|