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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Nov 04, 2011
Cleary Gottlieb represented Lafarge in the sale of its European and South American gypsum operations.
Following an open bid process, Lafarge announced on July 14 that it entered into exclusive negotiations with Etex Group for the sale of its European and South American gypsum assets at an enterprise value of 1 billion euros. Under the agreement, Lafarge received (i) net cash proceeds of approximately 850 million euros and (ii) a 20% interest in the new partnership, which combined the European and South American gypsum activities of both groups.
Lafarge’s European and South American Gypsum division manufactures gypsum wallboard and other gypsum-based products such as plaster, joint compounds, and plaster blocks. In 2010, this division generated consolidated sales of 895 million euros and EBITDA of 115 million euros.
The transaction closed on November 4, 2011.
Lafarge is the world leader in building materials, with top-ranking positions in all of its businesses: Cement, Aggregates & Concrete and Gypsum.
Etex Group is an industrial group with headquarters in Belgium that produces and markets high-quality building materials and systems.
Feb 10, 2011
Cleary Gottlieb represented Vallourec, a French seamless steel tubes producer, in a €1 billion syndicated multicurrency revolving facility arranged by Banc of America Securities Limited, Banco Santander, S.A., BNP Paribas, Banque Fédérative du Crédit Mutuel, Commerzbank AktienGesellschaft, Crédit Agricole Corporate and Investment Bank, HSBC France, ING Belgium S.A. (succursale en France), Natixis, Société Générale Corporate & Investment Banking, Sumitomo Mitsui Banking Corporation Europe Limited, Paris branch, and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
The facility agreement was signed on February 10, 2011.
Jan 14, 2011
Cleary Gottlieb represented French automotive equipment supplier Faurecia in its strategic investment in Amminex A/S, a Danish clean-tech company that has developed a promising emissions control technology for diesel engine passenger and commercial vehicles. Cleary Gottlieb is also advising Faurecia in connection with a technological cooperation agreement with Amminex to develop and industrialize the technology.
Faurecia purchased a 21.2% equity stake in Amminex in a transaction, valued at 146.6 million Danish kroners (approximately 20 million euros), that closed on January 14, 2011, and also sealed a cooperation agreement with Amminex in September 2010. Pre-development activities under the framework of the cooperation agreement have already been initiated with several leading carmakers.
Amminex has leading expertise in the treatment of nitrogen oxides (NOx), and is the inventor of the Ammonia Storage and Delivery System (ASDS), a customer-friendly gaseous Selective Catalytic Reduction (SCR) system (as an alternative to liquid SCR systems) that delivers precise amounts of ammonia to a catalyst in exhaust lines, and enables efficient removal of NOx from diesel engine exhaust systems. Faurecia and Amminex are hoping to develop this technology to help carmakers meet Euro 6 and future Euro 7 emissions regulations for diesel NOx reduction.
Jan 14, 2011
On January 14, 2011, our client Nexans, the French company that is the worldwide leader in the cable and cabling systems industry, entered into an agreement with the Chilean manufacturing company Madeco, settling an ICC arbitration that Madeco had commenced against Nexans in July 2009. The dispute centered around the post-closing purchase price adjustment for the February 2008 transaction under which Nexans purchased Madeco’s cable and wire business in South America. The settlement resulted in a reduction of the purchase price paid by Nexans in the amount of US$14,885,000.
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.
Sep 28, 2010
Cleary Gottlieb represented the underwriters, led by BNP Paribas as Global Coordinator and Joint Bookrunner, and Citigroup Global Markets Limited and Crédit Agricole Corporate & Investment Bank as Joint Bookrunners, of the €1.2 billion rights offering by Michelin that launched on September 28 and closed on October 25. The offering consisted of a public offering in France, Germany, Italy, Poland, Romania, Spain, Switzerland and the United Kingdom and private placements internationally (including by the issuer in the United States).
With 109,000 employees in 170 countries, Michelin is the worldwide leader in the tire manufacturing industry and has 72 production sites in 19 countries throughout five continents. Michelin intends to use the proceeds of the rights offering to finance the acceleration of its growth, enhance its credit rating and access to financing and generally reinforce its financial flexibility.
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.
Top Two Global Competition Review Elite Firm
Global Competition Review (2011)
European M&A Deal of the Year
(PartnerRe’s acquisition of Paris Re)
International Financial Law Review (2010)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010)
French Law Firm of the Year
International Financial Law Review (2008)
“The French office of this international firm enjoys a worldwide reputation for its M&A work, although it offers the full range of services to a client base that includes high-profile names... The Paris office handles truly international matters and is widely considered a regional hub when it comes to complex cross-border capital markets transactions. Of late Cleary’s France-based lawyers have been increasingly visible on matters relating to Africa and the Middle East, particularly in the projects and energy sectors.”
Chambers Global (2011)
“This dispute resolution practice is viewed as one of the top players in Paris, thanks to its ‘excellent arbitration team and top-class litigators.’ The group benefits from the firm’s strong international network… Commentators confirm that ‘the firm’s international profile is a major draw,’ and particularly praise the partners for ‘anticipating their clients’ needs.’”
Chambers Europe (2011)
“‘They do superb [equity] work, they're present on all the major transactions and they’re really the leader in the markets. There's no question that Cleary should be a tier one firm.’”
IFLR 1000 (2011)
“Cleary Gottlieb Steen & Hamilton LLP demonstrates ‘high technical expertise,’ the team’s outstanding reputation in transactional tax matters is due to ‘excellent tax technicians’ who produce a ‘constant high quality of work.’”
Tax Directors Handbook (2010)
“This global powerhouse is renowned for handling high-end equity deals and in particular disclosure work for complex transactions. The team also advises on high-end niche derivatives work as it arises. Clients fall broadly into three categories: investment banks as underwriter counsel, blue-chip and other major French corporations, and financial institutions.”
Chambers Global (2010)
“The broad corporate practice at this firm has considerable expertise in high-end private equity transactions. Much of the group's recent work has involved debt restructuring for existing clients. It has also advised funds in areas such as infrastructure, a sector to which investment has been returning more quickly than to other parts of the market. Clients have enthusiastic praise for the department, which is ‘outstanding technically’ and puts ‘strong, integrated teams in place for each deal.’”
Chambers Europe (2010)
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