Die EU-Praxis von Cleary Gottlieb, die zu den anerkanntesten und etabliertesten in Europa gehört, umfasst etwa 150 Anwältinnen und Anwälte aus 15 europäischen Ländern, die in unseren Büros in Brüssel, Köln, Frankfurt, London, Mailand, Moskau, Paris und Rom angesiedelt sind. Viele unserer Anwältinnen und Anwälte waren früher bei der Generaldirektion Wettbewerb, der Rechtsabteilung der Europäischen Kommission oder europäischen Gerichten tätig. Unser EU-Praxisteam berät Mandanten sowohl auf EU-Ebene als auch auf Ebene der einzelnen Mitgliedstaaten in allen Rechtsgebieten, in denen wir aktiv sind.
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Jul 10, 2008
On July 10, 2008, the European Court of Justice set aside the judgment of the Court of First Instance concerning the formation of the SONY BMG recorded music joint venture. In 2006, the Court of First Instance had annulled the European Commission’s 2004 decision to clear the formation of SONY BMG, following an appeal by Impala, a group representing independent record companies.
In its judgment of July 10, 2008, the European Court of Justice found that in annulling the 2004 clearance decision the Court of First Instance had committed a number of errors of law. In particular, the Court of First Instance erred by (i) relying on the Commission's statement of objections for the purpose of its judicial review; (ii) applying an excessive standard to evidence submitted by the merging parties; (iii) taking into account non-disclosed confidential documents submitted by complainants; and (iv) applying an inappropriate standard of reasoning.
The judgment of the European Court of Justice is a landmark decision that clarifies several important legal questions relating to the standards that should be applied in the judicial review of merger clearance decisions. As such, it represents a significant precedent for future merger cases.
The Court of First Instance will now have to reasses Impala's appeal in the light of the judgment of the European Court of Justice. Following the Court of First Instance's 2006 ruling, the merging parties renotified their merger and, in October 2007, the European Commission confirmed its clearance under EU merger control in a second decision. An appeal against that second decision is currently also pending before the Court of First Instance.
Cleary Gottlieb represented Sony Corporation of America and SONY BMG Music Entertainment.
Sep 18, 2007
On September 17, the European Court of First Instance rendered judgment in the long-awaited and controversial Microsoft case. Cleary Gottlieb represented RealNetworks, and was co-counsel to the European Committee on Interoperable Systems (ECIS) and the Software and Information Industry Association (SIIA). The firm also advised a variety of clients in the United States and European Union interested in the implications of the case. The case involved two broad issues:
The Court upheld the European Commission's finding of illegal tying of Windows Media Player to Windows, which the Commission had found excluded competition in streaming media players and contributed to the maintenance of Microsoft's desktop software platform monopoly.
The Court also upheld the European Commission's finding of illegal refusal to supply interoperability information that third-party server manufacturers needed to enable their workgroup servers to communicate fully with Microsoft Windows clients and server networks. This resulted in monopolization of server markets, and contributed further to monopoly maintenance of the desktop software platform monopoly.
European antitrust rules, like Section 2 of the U.S. Sherman Act, forbid companies from abusing their dominant position in an industry to the detriment of consumers and the structure of competition. The Microsoft ruling represents a landmark interpretation of that ban. The decision also supports the stance of EU regulator, which has been more inclined than the U.S. Department of Justice to find aggressive behavior by dominant companies as abusive. At the same time, the analysis in the judgment is close to the rule of reason analysis applied by the DC Court of Appeals in Microsoft II.
Mar 26, 2007
Cleary Gottlieb acted as U.S., English and Russian counsel to Sberbank, Russia’s largest bank, in its $8.85 billion equity offering, which closed on March 26. The Russian subsidiaries of Credit Suisse and JP Morgan acted as brokers for the offering. Sberbank’s offering is the first public equity offering of a Russian bank and is the second-largest Russian equity offering to date (the largest being the July 2006 $10.6 billion Rosneft offering, on which Cleary Gottlieb also advised the issuer).
The offering was carried out under Russian procedures for an open subscription of shares, using only a Russian statutory prospectus. Current shareholders, exercising their preemptive rights, took up approximately $5.6 billion of the offering; new investors took up the remainder.
May 05, 2008
Cleary Gottlieb acted as Italian, U.S. and English counsel to Molecular Medicine S.p.A. in its initial public offering of 26,116,952 ordinary shares. The offering is a public offering to retail investors in Italy and a Regulation S offering to institutional investors outside the United States. The shares have been listed on the Mercato Telematico Azionario managed by the Borsa Italiana S.p.A. The offering is notable as one of the very few initial public offerings successfullly completed in Europe in the first half of 2008, with the transaction team having to overcome significant turbulence in both the Italian and international capital markets. The €56 million IPO closed on March 5.
Molecular Medicine is a medical biotechnology company focused on the discovery, development and clinical validation of innovative therapies for tumor treatment. MolMed, incorporated in July 1996, is based in Milan. The company originates from the experience of a group of scientists of the San Raffaele Scientific Institute of Milan, headed by Professor Claudio Bordignon, one of the most eminent Italian research scientists. MolMed is often referred to by the press as one of Italy’s most prestigious research companies.
Jun 01, 2008
Cleary Gottlieb represented the initial purchasers, led by Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., in the Rule 144A/Regulation S offering by E.ON International Finance B.V. of U.S. $2 billion in aggregate principal amount of 5.80% Senior Notes due 2018 and U.S.$1 billion in aggregate principal amount of 6.65% Senior Notes due 2038. The Notes have unconditional Guarantees from the issuer’s parent company, E.ON AG. The offering, one of the largest debt offerings by a European corporate issuer since the onset of the credit crunch, priced on April 15 and closed on April 22.
The offering was E.ON’s first major U.S. capital markets deal and represents a major step in E.ON’s realization of a €60 billion investment program originally announced in 2007. E.ON is a leading European electricity and gas company and the largest industrial company in Germany based on market capitalization. The deal featured an innovative structure in which the Notes and Guarantees are governed by New York law, while the underwriting arrangements are subject to German law. The on-going turmoil in the international credit markets posed significant additional challenges for everyone involved in the deal.
Jun 15, 2007
Cleary Gottlieb represented Deutscher Sparkassen- und Giroverband ö.K. (the German Savings Banks Association widely known as DSGV) in its acquisition of the State of Berlin’s 81% share in Landesbank Berlin Holding AG and NORD/LB’s 10% Landesbank stake. Cleary Gottlieb also represented DSGV in the acquisition financing, which came from a consortium of WestLB, NORD/LB and Sachsen LB.
The deal was signed on June 15, and is awaiting the approval of Berlin’s Parliament and clearance by regulatory authorities.
The fiercely contested acquisition (which at one point involved some 19 bidders, including both private equity buyers such as Cerberus, Lonestar and JC Flowers, and banks like Commerzbank, HVB/Unicredit and German Landesbanken) was headline news in Germany, and is one of the largest domestic deals on record in the German finance sector.
Landesbank Berlin, previously known as Bankgesellschaft Berlin, nearly collapsed in 2001, when a revaluation of its real estate-related liabilities wiped out its capital. The European Commission had approved a € 23 billion bailout by the State of Berlin, on the condition that it divest its stake by the end of 2007. The Commission monitored the auction process closely to ensure that it was open, transparent and non-discriminatory.
DSGV indirectly represents more than 400 German savings banks, one of the largest groups of financial institutions of the world. These banks serve almost 50 million customers in Germany, among them 1.9 million customers in Berlin.
Mar 18, 2008
Cleary Gottlieb, as a co-counsel to Deutsche Telekom, won the dismissal of €3.9 billion claims before the Commercial Court of Paris on March 18. The claims, brought in 2005 by Vivendi Universal, were related to a long-standing, multi-jurisdictional battle for the control of PTC, a leading Polish mobile telephone operator.
PTC was founded in 1995 by Deutsche Telekom and Elektrim, a Polish company. Beginning in 1999, Vivendi and Elektrim entered into a series of investment agreements. The agreement established Telco, a joint-venture controlled by Vivendi. Vivendi and Elektrim agreed that Elektrim would contribute its PTC shares to Telco. Deutsche Telekom argued that the transfer was ineffective because it was in violation of the PTC Shareholders' agreement, and commenced arbitration proceedings in Vienna.
In August 2003, while the Vienna arbitration was pending, Deutsche Telekom and Vivendi engaged in settlement discussions. In September 2004, Deutsche Telekom discontinued the settlement discussions. Two months later, the Vienna Tribunal ruled in favor of Deutsche Telekom, deciding that Elektrim's PTC shares were wrongfully transferred to Telco.
In the recent litigation before the Commercial Court of Paris, Vivendi sought more than €3.9 billion in damages on the grounds that Deutsche Telekom wrongfully terminated the settlement negotiations and that Deutsche Telekom's actions eventually resulted in the "spoliation" of Vivendi's investment in PTC.
The Court dismissed Vivendi's claims. In its decision, the Court upheld Deutsche Telekom's defense that given the context of the discussions and since the parties had agreed not to suspend the Vienna arbitration proceedings pending their settlement discussions, they remained free at any time to opt for a litigated, rather than negotiated, settlement of their dispute.
Aug 13, 2007
Cleary Gottlieb represented Helios Investment Partners in the acquisition of a 22% stake in a joint venture vehicle established by Portugal Telecom to hold all of its telecommunications assets and interests in sub-Saharan Africa. The joint venture is valued at US$1.2 billion and the deal closed on August 13.
The joint venture represents a significant investment by Helios and its coinvestment partners in the region, and is an important strategic maneuver for Portugal Telecom. Through the joint venture the parties intend to develop a unified, coherent multi-strategy telecommunications services provider capable of operating throughout sub-Saharan Africa by combining Portugal Telecoms' broad operational experience with Helios' financial expertise and its extensive knowledge of, and contacts in, the region.
Helios is a London-based investment firm which focusses on making private equity investments in sub-Saharan Africa. Cleary Gottlieb has assisted Helios with the establishment of its initial investment fund, and has also assisted Helios with a previous investment. Portugal Telecom is an international telecommunications company with businesses and assets in Europe, Africa and South America. It is listed in New York and Lisbon and is the largest public company in Portugal.
Jun 01, 2006
Cleary Gottlieb is representing long-time client Euronext NV in its proposed merger-of-equals with NYSE Group Inc. to create the first transatlantic securities exchange company. Shareholders of both companies will receive shares in a new Delaware holding company called NYSE Euronext that will be listed on both the New York Stock Exchange and Euronext Paris with a market capitalization of about €15 billion/ $20 billion. Euronext shareholders will receive about 41% of the shares of NYSE Euronext and will also receive about €2.4 billion in cash.
Management of the combined company would come equally from both parties. John Thain, NYSE CEO would be CEO of the new company, and Jean-Francois Théodore, Euronext CEO, would be Deputy CEO. The chairman of the Euronext Supervisory Board would become Chairman of the new company, with NYSE Group Chairman becoming Deputy Chairman. The Board will include 11 members from the NYSE Board and 9 members form Euronext. The balanced governance structure will be incorporated in the Bylaws, with changes to these provisions requiring a supermajority vote.
Jul 01, 2008
Cleary Gottlieb represented Rexel S.A. in its sale to Sonepar S.A. of assets, entities and operations of Hagemeyer N.V. The sale followed Rexel's successful €3.1 billion tender offer for Hagemeyer. Cleary Gottlieb also represented Rexel in the concurrent sale of Rexel Germany to Sonepar and (along with local counsel) acquisition of Sonepar Sweden from Sonepar. Rexel received aggregate proceeds (including debt transferred) of approximately €1.7 billion from the deals.
Rexel and Sonepar had agreed in October 2007 to enter into the deals, subject to the launch and successful completion by Rexel of a tender offer for Hagemeyer. The tender offer, in which Cleary Gottlieb represented Rexel, successfully closed on March 14.
The transferred Hagemeyer entities are located in the United States, Australia, Sweden, Mexico, Canada, China, Singapore, Thailand, Malaysia, Austria, Switzerland and Northern Germany (consisting of six branches). The divestitures were preceded by several reorganizations. The final deal closed on June 30.
Rexel is based in France. It is the leading worldwide distributor of low and ultra-low voltage electrical products. Rexel has a presence in 34 countries, over 34,800 employees and 2007 pro forma sales of €14.3 billion. Cleary Gottlieb represented the underwriters in Rexel’s IPO in 2007.
“An undisputed champion of EU competition law ... Whether it is communicating with the commission, working with economists or understanding legal issues, Cleary Gottlieb is regarded as intellectually one step ahead of its rivals."
Global Competition Review (2007)
Leading international tax practice, with top-ranked experts in the U.K., U.S., France, and Germany
International Tax Review's “World Tax 2006”
“A sophisticated firm with a rich history of international work, Cleary Gottlieb’s Brussels team offers expertise on a range of trade matters.” Chambers Global (2008)
Belgian Law Firm of the Year Chambers Europe (2008)
German Law Firm of the Year and Antitrust Law Firm of the Year JUVE (2005 and 2007)
“‘The Rolls-Royce of corporate firms in Belgium.’” Chambers Global (2008)
“Leading” for M&A, Equity Capital Markets and Tax PLC Which Lawyer? Yearbook (2007)
French Tax Firm of the Year International Tax Review (2005)
#1 in Benelux M&A (announced and completed, value) Thomson Financial (2008, U.S.-based law firms)
U.S. Tax Firm of the Year in Europe International Tax Review (2006 and 2007)
#1 in Italian M&A (completed, value) Thomson Financial (2007 Rankings, U.S.-based law firms)
“It is widely accepted that Cleary Gottlieb is ‘the only US-headquartered law firm able to cut it with the magic circle for capital markets work across Europe.’ Indeed, the sheer quality of the lawyers is nothing short of legendary, with one source remarking: ‘They are all outstanding - excellence is their global language.’” Chambers Europe (2008)
“Operating an integrated practice between offices in Cologne and Brussels, this firm is counted among the best both in terms of European and domestic jurisdiction.” Chambers Europe (2008)
“This office enjoys a first-class reputation, with the prevailing market opinion being that the firm provides a ‘consistent and high level of quality from its hard-working, fast and understanding lawyers.’” Chambers Europe (2008)
“The competition team at Cleary Gottlieb comes out on top for its ‘copious experience and capacity.’” Chambers Europe (2008)
“‘Able to handle anything you throw at them.’” Chambers Global, Chambers Europe (2007)
“Cleary Gottlieb retains pole position for competition and antitrust in Brussels. Clients declare it ‘the cream of the crop; it commands an excellent cadre of partners.’” Chambers Global, Chambers Europe (2007)
“‘One to look out for,’ pulling in plaudits from clients and other firms who are impressed by the mark it is making in London and further afield in the international tax landscape.” Chambers UK, Chambers Europe (2007)
"Many clients are first attracted to the firm because of its worldwide strength and then discover that the Italian practice is itself a true pillar in the firm’s wider global reputation.” Chambers Global, Chambers Europe (2007)
Corporate Law Firm of the Year Belgian Legal Awards (2007)
#1 in French M&A (announced, value) Thomson Financial (2007 Rankings, U.S.-based law firms)
“The best integrated of all the US firms in Paris…offers ‘years of experience, creativity and strong negotiators.’” Chambers Europe (2007)
#1 in German M&A (announced and completed, value) Thomson Financial (U.S.-based law firms, 2007 Rankings)
“Leading” in Competition and Antitrust in Italy PLC Which Lawyer? Yearbook (2007)
“‘The firm is a one-stop shop across all jurisdictions, and across the jurisdictions they are uniformly excellent.’” Chambers UK (2006)
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