Pionnier dans la pratique internationale du droit, le bureau parisien de Cleary Gottlieb a été ouvert en 1949, bien avant la plupart d’autres cabinets d’origine anglo-saxonne. Il est d’ailleurs souvent fait référence au cabinet comme du “plus américain des cabinets français.” Parmi ses activités en France, Cleary Gottlieb dispose d’une expérience approfondie et reconnue en droit des sociétés, en droit fiscal financier et boursier, en droit de la concurrence ainsi qu’en contentieux et en arbitrage. Il offre à ses clients une parfaite maîtrise du droit français complétée par une expérience internationale diversifiée qui lui confère une position sans égal pour le traitement des affaires impliquant des juridictions et des droits différents.
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Oct 28, 2009
In October 2009, Cleary Gottlieb confirmed its pre-eminent position in the French banking sector by participating in all four transactions to facilitate the repayment of French government investments in capital securities of French banks.
The transactions started with a €4.3 billion rights offering by BNP Paribas, in which Cleary Gottlieb acted as deal counsel. The offering was made to finance the repayment of preferred shares that BNP Paribas issued in 2009 to SPPE (Société de Prise de Participations de l’Etat), the vehicle created by the French State in 2008 in connection with its bank capital investment program.
Société Générale followed with a €4.8 billion rights offering in which Cleary Gottlieb acted as counsel to Underwriters. The offering was made in part to finance repayment of subordinated notes and preferred shares that Société Générale issued to SPPE in 2008.
Cleary Gottlieb acted as counsel to BPCE (the lead bank of the Banque Populaire – Caisse d’Epargne group) in a €750 million issue of deeply subordinated notes. The transaction allowed BPCE to refinance part of the deeply subordinated notes that it issued to SPPE in 2008 and 2009.
Cleary Gottlieb again acted as issuer’s counsel in connection with three issues of deeply subordinated notes by Crédit Agricole (€550 million, £300 million and $1 billion), which refinanced the subordinated notes issued to SPPE by Crédit Agricole in December 2008.
Cleary Gottlieb has been a leader in innovative transactions for French banks for many years, acting on share offerings, hybrid capital securities, debt issuances and exchange offers, and mergers and acquisitions for the leading banks in the French market. The firm acted for BNP Paribas, Crédit Agricole and Natixis (an affiliate of BPCE) in connection with SPPE’s first capital securities investments in December 2008.
Oct 06, 2009
Cleary Gottlieb is representing the underwriters, led by Société Générale Corporate & Investment Banking, Bank of America Merrill Lynch, J.P. Morgan and Morgan Stanley, in Société Générale’s €4.8 billion rights offering announced on October 6. The proceeds of this capital increase will be used to redeem the €3.4 billion in securities issued to the French State in May 2009 and December 2008, reinforce core Tier One capital and fund targeted acquisitions. The rights offering includes a public offering in France and, via passporting, in Belgium, the Czech Republic, Germany, Italy, Luxembourg, Romania, Spain and the United Kingdom, as well as private placements internationally.
Sep 29, 2009
Cleary Gottlieb is acting as deal counsel in BNP Paribas' €4.3 billion rights offering announced on September 29. The proceeds of this capital increase will be used to redeem the €5.1 billion preferred shares issued to the French State in March 2009. The rights offering is based on a public offering in France and will be passported in the United Kingdom, Germany, Italy, Belgium, Luxembourg and Switzerland.
May 13, 2009
BNP Paribas Group has successfully completed its acquisition of Fortis Bank, making BNP Paribas the largest bank in the Eurozone by deposits. The final aspects of this extremely complex transaction, which involved government bodies and financial supervisory authorities across several jurisdictions, negotiations with the European Commission, and fierce litigation by opponents of the transaction, closed on May 13 after eight months.
In the transaction, Cleary Gottlieb represented BNP Paribas in its acquisitions of approximately 75% of Fortis Bank and a majority stake in Banque Générale du Luxembourg, and on the acquisition of 25% of Fortis Insurance Belgium by Fortis Bank, as well as the simultaneous defeasance of a portfolio of structured products from Fortis Bank worth about €11.5 billion.
The firm fielded a large team spanning multiple offices, including Paris, Brussels, London, New York and Washington, and practice groups, including corporate, finance, regulatory, competition and tax.
Dec 11, 2008
Cleary Gottlieb acted as counsel to BNP Paribas and Crédit Agricole in connection with the issuance of €2.55 billion and €3.0 billion, respectively, of deeply subordinated perpetual securities to a French state-owned entity as part of the French bank recapitalization program. The deals priced on December 10 and closed on December 11.
The securities were issued to the Société de Prise de Participation de l’Etat (SPPE), a company established by the French State as part of the government’s plan to provide capital and liquidity to French banks. SPPE is one of two companies established under this program. Its role is to invest in equity and hybrid equity instruments, while the other company provides short and medium-term debt financing to French banks.
BNP Paribas and Crédit Agricole were among six French banks that issued a total of €10.5 billion of hybrid securities to SPPE in its first investment round. The issuances followed the approval by the European Commission of the SPPE program, under European State Aid rules that limit the ability of EU Member States to provide subsidies to companies.
The securities are deeply subordinated, perpetual notes that qualify as “Tier 1” capital for bank regulatory purposes. Their terms are similar to other such securities that have been issued by the banks in the past. However, the banks also undertook in a separate agreement to pay a premium upon repurchase or redemption of the securities, with the amount of the premium increasing annually. This was part of the deal reached with the European Commission, which sought terms that will encourage the banks to repay the notes as soon as possible.
Cleary Gottlieb also represented Natixis in connection with its issuance of €1.9 billion of similar deeply subordinated notes to its principal shareholders, Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne. Each of the shareholders issued its own deeply subordinated notes to SPPE under the French recapitalization program, and in turn used most of the proceeds to subscribe to back-to-back issues by Natixis.
Nov 21, 2008
Cleary Gottlieb is representing Dexia in the proposed sale of its monoline insurance subsidiary Financial Security Assurance Inc. (excluding its Financial Products division) to Assured Guaranty, and in other transactions related to the sale.
The sale of FSA is another step in a series of measures intended to stabilize and refocus Dexia, which has been hit hard by the current financial crisis. Those measures include the €6.4 billion recapitalization of early October and the sovereign guarantees of institutional and interbank financings announced on October 9. Cleary Gottlieb represented Dexia in these transactions.
Jun 03, 2009
Cleary Gottlieb is representing the underwriters, led by J.P. Morgan and CALYON, of the €3 billion rights offering by Danone that launched on May 29 and is expected to close on June 25. The offering consists of a public offering in France and in Switzerland and private placements internationally (including by the issuer in the United States).
Danone is a Fortune 500 company and one of the most successful healthy food companies in the world. Danone intends to use the proceeds of the rights offering to strengthen its capital structure, reduce its financial leverage and finance potential add-on acquisitions.
Mar 31, 2009
Cleary Gottlieb is representing Lafarge on its fully underwritten €1.5 billion rights issuance. Lafarge major shareholders Groupe Bruxelles Lambert and NNS Holding have each committed to subscribe their prorata shares, which would represent €0.5 billion. Lafarge announced its intention to conduct the offering on February 20. Lafarge's shareholders approved the rights issues at an Extraordinary General Meeting held on March 31st.
This issuance is part of a €4.5 billion package of financial structure strengthening measures announced by Lafarge in 2009, which includes the sales of assets, a reduction of the level of dividend and the conclusion of a new €1.0 billion banking facility to provide additional flexibility.
Cleary Gottlieb also advised Lafarge on the new €1.0 billion banking facility.
#1 in French M&A (value)
Mergermarket (1Q 2009 Rankings)
#1 in French M&A (announced, value)
Mergermarket (2008 Rankings, U.S.-based law firms)
“Leading” for M&A, Equity Capital Markets and Tax
PLC Which Lawyer? Yearbook (2007)
"Highly recommended" for Debt Capital Markets
PLC Which Lawyer? Yearbook (2007)
French Tax Firm of the Year
International Tax Review (2005)
“Well established at the top of its field, this esteemed outfit received much praise. Firmly rooted in the French market, Cleary is described as ‘the most French of the US firms.’ … Clients and peers point out that the firm’s solid track record and its exceptional lawyers make it ‘the best for equity capital markets.’”
“Interviewees were unanimous in their praise for the team’s ‘unwavering excellence, long-established practice and solid track record,’ adding that the service and advice on offer here are ‘always flawless.’”
Chambers Global (2009)
“This undisputed leader wins compliments for ‘its talented lawyers and broad geographical coverage.’ Not overly specialised, the team has particular experience in areas such as real estate, employee benefits and tax litigation, and it often works closely with the firm’s M&A and capital markets departments.”
Chambers Europe (2009)
“A jewel in this US outfit’s capital markets crown …‘virtually a local firm.’”
Chambers Global (2008)
“Observers are impressed with the ‘well-organised, versatile and extremely responsive’ team and its ‘open, commercial and detail-focused attitude.’ It enjoys a solid track record in the areas of acquisition finance and syndicated credit, as well as structured and derivative finance.”
Chambers Europe (2008)
“‘The Rolls-Royce of securities practices - always a cut above the others.’”
Chambers Global (2007)
“‘Able to handle anything you throw at them.’”
Chambers Global, Chambers Europe: France (2007)
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