Fort de plus de 60 ans d’expérience des deux côtés de l’Atlantique, la pratique antitrust de Cleary Gottlieb est à même de fournir une assistance juridique et stratégique globale répondant aux besoins de nos clients. Nous offrons à nos clients une pratique expérimentée et solidement établie dans les juridictions où nous exerçons. Etant l’un des rares cabinets à bénéficier d’une pratique aussi importante et réputée en Europe qu’aux Etats-Unis, Cleary Gottlieb offre à ses clients une perspective transatlantique unique et précieuse dans un environnement économique de plus en plus internationalisé.
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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 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.
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.
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.
Feb 24, 2010
On February 24, the Court of Appeal of Milan overruled its previous decision of November 4, 2009, which, by upholding the request for interim measures filed by Conto TV, had suspended the assignment to Sky Italia of the live satellite broadcasting rights for the Italian Serie A football league for the 2010-2011 and 2011-2012 seasons.
In July 2009, such broadcasting rights (valued at over €570 million per season) were awarded to Sky Italia following a competitive procedure launched by Lega Nazionale Professionisti, the association of the Italian football teams, with the assistance of its advisor Infront Italy.
On November 4, 2009, the Court of Appeal ruled that the competitive procedure for the assignment of the satellite broadcasting rights of both Serie A and Serie B could amount, prima facie, to a violation of antitrust rules and, therefore, blocked the assignment to Sky Italia of the Serie A rights and ordered Lega Nazionale Professionisti to suspend the negotiations for the assignment of the Serie B rights.
Lega Nazionale Professionisti appealed the decision and Sky Italia intervened for the first time in the appeal, while Infront Italy had already intervened in the previous phase.
On February 24, the Court of Appeal ruled that the pleas of lack of jurisdiction raised by Sky Italia, Lega Nazionale Professionisti and Infront Italy were well-grounded, because the assignment of live broadcasting rights for the Italian football leagues has an impact on trade between Member States and, therefore, the lower courts (in particular, the IP section of the Milan Tribunal) have exclusive jurisdiction on the matter, according to Italian law. Therefore, the Court of Appeal revoked its previous injunction and ordered Conto TV to bear all the costs of the proceedings, including attorneys’ fees of the other parties.
This decision is crucial for the development of the Italian pay-TV market, because it enables Sky Italia to compete with the other pay-TV operators in Italy in the live broadcasting of Italian Serie A football games for the next two seasons. Moreover, the decision is a key-precedent on the applicability of EU competition rules by Italian courts.
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 24, 2008
Cleary Gottlieb is advising The Dow Chemical Company on worldwide antitrust matters in connection with its acquisition of Rohm and Haas Company. As announced on July 10, Dow will acquire Rohm and Haas for $18.8 billion, including $3.5 billion in assumed debt. The transaction is subject to regulatory clearances in the United States, the EU, and other jurisdictions. Cleary Gottlieb is responsible for the regulatory filings in the United States and EU, and for coordinating the necessary filings in other jurisdictions.
Dow is a diversified chemical company with $54 billion in sales annually, supplying about 160 countries with numerous products and services, including food, pharmaceuticals, paints, packaging and personal care products. With approximately $9 billion in sales annually, Rohm and Haas supplies specialty chemicals and materials to many industries, including building and construction, electronics and electronic devices, household goods and personal care, packaging and paper, transportation, pharmaceutical and medical, water, and food.
Jan 09, 2008
On January 9 2008, the European Commission announced the closure of a three-year antitrust investigation into Apple's online music download agreements with the four major record companies (EMI, SONY BMG, Universal and Warner Music). Closure of the investigation was facilitated by Apple's public announcement that it will within the next six months lower the prices it charges for music on its UK iTunes® Store to match the already standardized pricing on iTunes across Europe. The Commission found that the agreements between Apple and the majors did not violate EU competition rules, and no concessions were made by the record companies. Cleary Gottlieb represented SONY BMG, which is a 50-50 joint venture between Sony Corporation of America and Bertelsmann.
In 2004, the UK consumer organization "Which?" complained with UK and EU competition authorities that Apple's iTunes online music service charged more for music downloads in the UK than in the rest of Europe, and that UK consumers were prevented from downloading music through lower-priced iTunes online storefronts directed at Continental European countries. In March 2007, the EU Commission brought charges against Apple and each of the four major record companies, alleging that the online music download agreements between Apple and the majors contained restrictions on "cross-border" sales within Europe.
The case clarified an important issue of principle, i.e., that it is legitimate for record companies (and other content providers) to limit a license for online content to the territory of individual EU countries and to provide for staggered release of such content across Europe. Restrictions on UK consumer' ability to download music through iTunes online storefronts directed at other countries did not reflect an agreement between Apple and the record companies, but reflected each record company's freedom to determine when and what music content to license for online sale to UK consumers (as well as Apple's unilateral decision not to allow "cross-border" access to iTunes online storefronts). In announcing the closure of its investigation, the Commission explained, "the fact that the same content is not available in all EU countries is not the result of restricted business practices between Apple and the record companies, but of the restricting copyright legislation".
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.
Dec 15, 2008
Cleary Gottlieb won an important victory for Zellstoff Stendal GmbH when the European Court of First Instance, after six years of litigation, decided to dismiss an appeal against a decision by the European Commission authorizing €250 million in State support for the construction and operation of a €800 million wood pulp mill in Germany. Two other companies using wood for their production had challenged the approval by the Commission, claiming that the Commission should have investigated the matter in more detail in the framework of a formal investigation procedure and that the decision would drive them out of business by raising wood prices in the area.
The Court dismissed the appeal in its entirety and awarded the European Commission and ZSG (who intervened in support of the Commission together with the German government and the state of Saxony Anhalt) recovery of attorney's fees. The Court held that the appeal was inadmissible in part, and unfounded on substantive grounds for the remainder. The Court confirmed in particular that the Commission had no reason to open an in-depth investigation, since the original notification had provided ample information on the project and its effects on the economy. The original information package had been largely drafted and prepared by the Cleary Gottlieb team.
A “Leading” firm for antitrust litigation.
Benchmark Litigation: America's Leading Litigation Firms and Attorneys (2010)
Best Antitrust Law Firm in Brussels
Global Competition Review (2009)
A “Leading” firm for antitrust litigation.
Benchmark Litigation: America's Leading Litigation Firms and Attorneys (2009)
“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] is widely considered to be the best firm for competition in Brussels” and if there was “a category higher than ‘Elite,’ Cleary would be in it.”
Global Competition Review (2009)
“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.”
“Interviewees laud Cleary Gottlieb for its consistently high quality of work and its helpful partners and associates. ... Many lawyers in the team split their time between Brussels and other European jurisdictions, allowing all the offices to work as an integrated team on cross-border matters while keeping close to the heart of European law.”
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)
“According to clients, this firm ‘has the distinguishing factor of a consistently phenomenal team. They not only have great partners, but the associates are outstanding, too — this firm offers pure excellence through and through.’ According to sources, the firm is ‘especially strong if you need something in developing areas of law — they are quite inventive, and not scared of pushing the boundaries.’”
Chambers Global (2009)
“‘Without a doubt, deserving of its place among the US elite,’ this substantial team has maintained a superb reputation for antitrust work over the years and continues to represent the world’s largest companies in complex and high-stake matters in the most closely monitored industries.”
Chambers USA (2009)
“‘The firm provides a winning combination of technical excellence and commerciality,’ say clients. ‘Outstanding,’ the firm’s integrated international approach is regularly brought to bear on the increasing amount of matters that require regulatory approval across multiple jurisdictions.”
The Legal 500 - US (2009)
“Cleary Gottlieb Steen & Hamilton LLP is praised by clients as ‘aggressive, client oriented, and solely driven by success,’ with ‘superior knowledge and contacts, and fast and reliable service,’ and ‘proposing solutions, not just listing risks.’”
The Legal 500 – Europe, Middle East and Africa (2009)
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