Cleary Gottlieb dispose d’un bureau à Londres depuis 40 ans. Nous offrons à nos clients une excellente connaissance du droit anglais ainsi qu’une expertise internationale unique qui nous confère une position sans égal pour le traitement des questions impliquant les législations de plusieurs pays.
Notre objectif est de conserver des équipes restreintes et efficaces qui peuvent répondre aux besoins des clients sans aucune bureaucratie. Cleary Gottlieb met l’accent sur la qualité et la satisfaction du client, et tous nos avocats pratiquent activement le droit quelles que soient leur ancienneté et leurs responsabilités en termes de gestion.
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Dec 03, 2012
Cleary Gottlieb represented MegaFon, the second largest Russian mobile telecommunications operator, in its London and Moscow listed IPO. Its GDRs and ordinary shares were sold at an offer price of US$20 each and the gross proceeds of the offering were approximately US$1.7 billion, giving it a debut market capitalization of over US$11 billion. The offering, which is the largest IPO by a Russian company since 2010, and the largest telecoms listing in London for over 10 years, closed on December 3, 2012.
Mar 18, 2013
Cleary Gottlieb represented GlaxoSmithKline plc and GlaxoSmithKline Capital Inc., a finance subsidiary, in the offering by GlaxoSmithKline Capital Inc. of $1.25 billion of 0.700% notes due 2016, $1.25 billion of 2.800% notes due 2023 and $0.5 billion of 4.200% notes due 2043. The notes, issued under a shelf registration statement and wholly and unconditionally guaranteed by GlaxoSmithKline plc, have been listed on the New York Stock Exchange. The offering closed on March 18.
GlaxoSmithKline is a major global healthcare company engaged in the creation, discovery, development, manufacture and marketing of pharmaceutical and consumer health-related products.
Nov 06, 2012
Cleary Gottlieb represented the underwriters in an offering by BP Capital Markets, a wholly owned subsidiary of BP, of $1 billion 0.700% guaranteed notes due 2015, $1 billion 1.375% guaranteed notes due 2017 and $1 billion 2.500% guaranteed notes due 2022. The notes are guaranteed by BP. The joint book-running managers for the offering were Barclays, BNP Paribas, Citigroup, Goldman Sachs, HSBC and UBS Investment Bank. The offering, a takedown from BP and BP Capital Markets’ shelf registration statement, closed on November 6.
BP is one of the world’s leading international oil and gas companies. It operates in more than 80 countries and provides its customers with fuel for transportation, energy for heat and light, retail services and petrochemical products for everyday items.
Aug 17, 2012
Cleary Gottlieb has successfully defended the Republic of Iraq's sovereign immunity in the UK Supreme Court, in relation to a $35 million claim by a Saddam era creditor.
The claim arose in the context of the liquidation of Rafidain Bank. SerVaas Incorporated, a contractual counterparty of Iraq, sought to intercept monies due to Iraq in the liquidation and to enforce a judgment against Iraq's entitlement to those monies in the English courts. SerVaas applied for a Third Party Debt Order over the monies due to Iraq and an injunction restraining the liquidators from making payments to Iraq.
On August 17, the Supreme Court Justices upheld the November 2011 decision of the English Court of Appeal, which in turn affirmed the judgment of Mr. Justice Arnold in the English High Court, to the effect that the monies were protected by Iraq's sovereign immunity.
Jul 16, 2012
Cleary Gottlieb represented GlaxoSmithKline in connection with its unsolicited tender offer to acquire Human Genome Sciences and the subsequent negotiated acquisition of HGS for approximately $3.6 billion on an equity basis.
GSK is one of the world's leading research-based pharmaceutical and healthcare companies and is committed to improving the quality of human life by enabling people to do more, feel better and live longer. HGS is a biopharmaceutical company that exists to place new therapies into the hands of those battling serious disease.
May 07, 2013
Cleary Gottlieb won summary judgment for its client National Westminster Bank resulting in the dismissal of two lawsuits against the bank under the Anti-Terrorism Act by over 200 plaintiffs who are victims of terrorist attacks in Israel between 2002 and 2005 that have been attributed to Hamas. The Anti-Terrorism Act provides U.S. citizens who are injured by a terrorist attack with a civil damages claim against the attack’s perpetrators and any other person or entity who provided material support or financing for the attack. In their lawsuits against NatWest, the plaintiffs allege that the bank provided material support for the attacks by which they were injured as the result of the routine banking services that the bank provided to a London-based charity, named Interpal, which states it provides humanitarian support for the population in the Palestinian Territories, but which the United States and Israel have accused of raising money to fund Hamas terrorism. UK authorities have conducted several investigations of Interpal, and have declined to sanction it under UK law, and therefore it continues to operate today as a lawfully registered charity.
After seven years of fact and expert discovery, NatWest moved for summary judgment on the ground that plaintiffs could not prove three elements of their claims – that NatWest knew or deliberately disregarded that Interpal was funding Hamas terrorism, that the routine banking services NatWest had provided to Interpal proximately caused the attacks by which the plaintiffs claim to have been injured, and that Hamas perpetrated the attacks at issue.
U.S. District Judge Dora Irizarry granted NatWest summary judgment, agreeing with NatWest that the plaintiffs could not prove that NatWest knew or deliberately disregarded that Interpal was funding Hamas terrorism, thus mooting the other grounds for dismissing the plaintiffs’ claims. The court concluded that, contrary to the plaintiffs’ allegations, NatWest was diligent in monitoring Interpal’s account, it repeatedly reported its suspicions about Interpal to UK law enforcement authorities and the Bank of England, and it was assured by the authorities that they had no plans to charge Interpal with any wrongdoing, and therefore NatWest could continue to provide banking services to it.
The plaintiffs have appealed the District Court’s dismissal order to the Second Circuit Court of Appeals.
The firm is also representing Crédit Lyonnais in parallel lawsuits by the same plaintiffs and arising from the same terrorist attacks. Those lawsuits arise from the routine banking services that Crédit Lyonnais provided to a Paris-based Palestinian charity. Judge Irizarry recently denied Crédit Lyonnais’s summary judgment motion, and the parties expect these lawsuits will soon be scheduled for trial.
These lawsuits have generated substantial interest among international banking regulators and banks, because they are likely to yield precedents that will define the scope of banks’ obligations to investigate suspicions concerning possible customer misconduct and their responsibility for that misconduct.
Sep 18, 2012
Cleary Gottlieb represented the Central Bank of Russia and Sberbank of Russia in connection with the USD5.2 billion sale by the CBR of approximately 7.58% of the share capital of Sberbank. The sale was structured as a Rule 144A / Regulation S secondary public offering of ordinary shares in Sberbank and global depositary shares, each GDS representing an interest in four ordinary shares, simultaneously with an offering of ordinary shares in Russia on the MICEX Stock Exchange. The transaction priced on September 18. As a result of the sale, the CBR's participation in Sberbank has decreased to 50% of the share capital plus one voting share, which is the minimum currently required for the CBR by Russian law.
In connection with the transaction, Sberbank's American depositary shares previously traded on the unregulated market segment of the London Stock Exchange, as well as the GDSs offered in the Rule 144A / Regulation S offering, were admitted to the Official List of the UK Listing Authority and to trading on the LSE’s regulated market for listed securities. The underlying ordinary shares of Sberbank have been listed on MICEX since 1996.
Sberbank is the largest commercial bank in Russia, accounting for approximately 28% of all Russian banking sector assets and providing banking services to approximately 50% of the Russian population. As of September 14, 2012, Sberbank ranked as the 18th largest bank in the world by market capitalization. The SPO is a key milestone in the announced multi-billion dollar Russian privatization program, representing the largest Russian equity deal since the 2008 - 2009 financial crisis and the fourth largest ever international capital-raising on the LSE.
Credit Suisse, Goldman Sachs International, J.P. Morgan, Morgan Stanley and Troika Dialog (a leading Russian investment bank and, since 2011, a part of the Sberbank group) acted as joint bookrunners in connection with the Rule 144A/Regulation S portion of the offering.
Apr 19, 2012
Cleary Gottlieb represented Sony Corporation of America in the EU and international antitrust aspects of the $2.2 billion acquisition of EMI Music Publishing by a consortium of investors led by Sony Corporation of America and Mubadala Development Company PJSC. The EMI Music Publishing catalogue will be managed by Sony/ATV Music Publishing (a joint venture between Sony Corporation of America and the Estate of Michael Jackson), creating the world's largest music publisher.
The acquisition was cleared by the European Commission in the first phase, avoiding the in-depth phase II investigation expected by many industry observers. The Commission had initially expressed reservations about the licensing of the group's Anglo-American repertoire to online music platforms in the United Kingdom and Ireland, but the Sony-led consortium was able to allay these concerns by proposing to sell off the Virgin and Famous UK music catalogues, together with the contracts of several songwriters.
Jun 27, 2012
Cleary Gottlieb client Rosneft Oil Company achieved an important victory in the Court of Appeal of England on June 27, in ongoing litigation with Yukos Capital. Yukos Capital claims interest on arbitration awards that were annulled by the Russian courts but the Amsterdam Court of Appeal nevertheless enforced.
In granting Rosneft’s appeal, the English Court of Appeal rejected Yukos Capital’s argument that the Dutch treatment of the Russian judgments binds the English courts in any respect, leaving Rosneft free to defend based on the Russian annulment decisions. In a separate part of the English judgment, the court held that the English Act of State doctrine does not impact certain arguments Yukos Capital seeks to make concerning the Russian annulment decisions.
Cleary Gottlieb previously succeeded in gaining dismissal of a related lawsuit by Yukos Capital against Rosneft in New York in 2010, and is coordinating the defense of the litigation in England, working with Travers Smith.
Jul 27, 2011
Cleary Gottlieb represented 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 resulted 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 was 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).
Mar 02, 2011
Cleary Gottlieb represented longstanding client Hellman & Friedman as selling shareholders in the proposed bid for British fund manager Gartmore Group by rival fund manager Henderson Group. The bid is structured as a share for share exchange to be implemented by way of takeover offer or scheme of arrangement in the Cayman Islands. The bidder and the target have agreed to adhere to the provisions of the UK Takeover Code, although neither is a Code company. The £335.3 million deal, which values Gartmore at approximately 92.1p per share, will make Henderson the sixth largest retail fund manager in the United Kingdom. Funds managed by Hellman & Friedman have irrevocably agreed to exchange their shares for shares in Henderson, should the bid complete.
Cleary Gottlieb had previously advised Hellman & Friedman as selling shareholders in the initial public offering and premium listing of Gartmore on the London Stock Exchange in December 2009, on their original buyout of the Gartmore Group in 2006 from U.S. financial services specialists Nationwide Mutual, and on the refinancing of Gartmore’s syndicated borrowing in 2007, one of the last “covenent-lite” financings before the credit crisis.
Gartmore is an independent, multi-product asset management firm providing long-only and alternative investment products to retail and institutional investors in the United Kingdom, Continental Europe, the United States, Japan, and Latin America. The company distributes its products through all major distribution channels in the United Kingdom and through longstanding relationships with major distributors and institutions in other geographies.
Top Two Global Competition Review Elite Firm
Global Competition Review (2011, 2012)
Most Innovative U.S. Law Firm in Europe
International Financial Law Review (2011 and 2013)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010, 2012)
Europe Equity Deal of the Year
(MegaFon’s IPO)
International Financial Law Review (2013)
#2 in UK M&A
mergermarket, 2012 Rankings (Value)
“This team has been at the forefront of emerging markets work since its inception and has benefited from long-standing relationships in these markets to capitalise on the international surge in M&A. ‘Tremendous firm with a great reputation’ ‘Fundamentally focused on the client.’”
Chambers Europe (2013)
“[Cleary's] offices in London and Moscow provide coverage in key European hubs, with particular strength on the sponsor side. ‘They focus on our business objectives and come up with a fair and equitable solution.’ ‘They have the depth and the talent.’”
Chambers Global (2012)
“The firm continues to represent public and private corporations, private equity houses and financial institutions engaged in a variety of recommended and hostile deals involving proposed M&A and joint ventures. ‘This firm is synonymous with expertise, knowledge and reliability.’”
Chambers Europe (2012)
“[T]he ‘cutting-edge’ team is ‘very high quality across the board,’ with ‘very quick response times, detailed knowledge of procedure, legislation and individuals, and appropriate and well-thought-through advice.’”
The Legal 500 UK (2012)
“The London branch of this international heavyweight focuses primarily on international finance and corporate work, with tax, antitrust, dispute resolution and IP as complementary disciplines. The London team is at its best when acting as a link in the firm’s global chain, particularly when coordinating competition law work via the Washington and Brussels offices or financial undertakings through New York, Paris and Moscow. … Clients regularly cite the uniform high standards of the group as a prime attraction: ‘Other firms just can’t guarantee the same kind of consistent quality across such a large global footprint.’”
Chambers Global (2011)
“The long-established London office of Cleary Gottlieb houses ‘extremely skilled corporate partners,’ providing backing to the work of the firm's practitioners in offices based across Western Europe and now in Moscow. It works to provide the combined wisdom of both local and overseas-trained lawyers, with sources full of praise for the firm’s ‘well-configured business structure, which understands what it means to be international.’ The practice is seen to be particularly strong with regard to mineral resources and financial institutions, although it can also be called upon to advise clients from other sectors.”
Chambers Europe (2011)
“‘I'm always happy to refer clients to them,’ says one rival partner. Clients praise the team for its knowledge, experience and quality of partners. ... A key strength of Cleary's London team is its ability to provide top quality equity and debt capital markets advice.”
IFLR 1000 (2011)
“Cleary Gottlieb Steen & Hamilton LLP ‘provides a first-class service with an outstanding level of skill.’”
The Legal 500 UK (2011)
“The equity capital markets practice has a good market share and a particular reputation for emerging markets work. … ‘A top-notch group,’ [according to sources].”
Chambers Global (2010)
“[The firm's] low-volume, high-value finance practice has followed the lead of many other firms and increased its restructuring work in recent times. Nevertheless, it continues to be active on a variety of acquisition finance matters, particularly ones involving emerging markets.”
Chambers Europe (2010)
“One of the first US firms to establish itself in Europe and the UK, Cleary has some of the finest M&A and financing talent around, thanks to its commitment to excellence.”
Chambers UK (2010)
“Cleary Gottlieb Steen & Hamilton LLP provides an ‘absolutely first-class service’ to clients seeking complex cross-border advice, often with a significant US element.”
The Legal 500 UK (2010)
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