Cleary Gottlieb has been active in Italy since the mid-1980s, representing Italian companies and multinationals prior to the opening of our Rome office in 1998. Centered in Rome and Milan, the firm’s Italian practice provides clients worldwide with integrated Italian, pan-European and U.S. legal services. With nearly 100 lawyers, including three U.S. lawyers, our Italian offices provide clients with an array of talent and experience, including lawyers who speak French, German and Spanish, in addition to English and Italian, and several who are qualified to practice law in jurisdictions outside of Italy.
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May 24, 2010
Cleary Gottlieb won a fundamental defensive victory for SKY Italia in connection with Conto TV’s suit brought against SKY and Lega Nazionale Professionisti (the association of Italian football teams) (LNP) regarding live satellite broadcasting rights for the Italian Serie A football league for the seasons 2010-2011 and 2011-2012 (together valued at € 1.14 billion).
Conto TV sued both SKY and LNP, claiming that LNP's call for tenders relating to one single all-inclusive package for Serie A satellite broadcasting rights could have favored SKY and that, therefore, the Tribunal of Milan should suspend the contract between SKY and LNP, as well as order LNP to set up a new competitive procedure for the assignment of different Serie A packages. On behalf of SKY Italia, Cleary Gottlieb argued, among other things, that Conto TV's arguments were seriously flawed, based on its improper definition of the relevant market, and that there was no insurmountable technical or financial barrier which could justify Conto TV's decision not to compete with SKY for the assignment of the rights at stake.
On May 24, upholding SKY and LNP's defenses, the Tribunal of Milan issued an order rejecting all of Conto TV's requests. The court acknowledged that Conto TV had wrongly depicted the existence of a separate market for satellite provision of pay-tv services, whereas it was manifest that SKY faced the vigorous competition of other operators in a wider pay-tv market including all television platforms (which includes, chiefly, digital terrestrial television). Moreover, according to the Tribunal of Milan, LNP had offered various other appealing TV content in compliance with national rules on the offering of football broadcasting rights, and Conto TV had not suffered any competitive disadvantages in the related call for tenders. Thus, the Court ordered that Conto TV bear all costs of the proceedings, including attorneys’ fees of the other parties.
As highlighted by LNP and the Presidents of various Italian Serie A football clubs in the previous weeks, this litigation had put at risk the entire Italian football system, since - had the Court decided to uphold Conto TV's requests - many clubs would have lacked the necessary financial resources to enroll in the Serie A championship and to conduct their market campaigns for the acquisition of new players. Furthermore, Conto TV's initiative could have distorted competition in the pay-tv market, leaving pay-tv operators free to broadcast Serie A live games only on digital terrestrial television, but not on the satellite, to the advantage of Mediaset Premium and Dahlia TV (SKY and Conto TV's main competitors). Thus, this decision was much awaited and received the attention of all Italian medias.
Feb 24, 2012
Cleary Gottlieb assisted A2A and Delmi in signing final contracts relating to the reorganization of equity investments in Edison and Edipower. Under the terms of these agreements, Delmi will purchase a 70% stake in Edipower from Edison (50%) and Alpiq (20%) for a total price of €804 million. EDF will purchase a 50% stake in Transalpina di Energia from Delmi for a price of €704 million. EDF already owns the remaining 50% in Transalpina di Energia (the vehicle controlling Edison), which, in turn, holds 61.3% of Edison’s voting share capital.
The transaction is subject to approval by the Italian and EU antitrust authorities and to a confirmation by Consob that the price of the mandatory tender offer following the acquisition of control of Edison by EDF is not higher than €0.84 per share.
Mar 09, 2011
Cleary Gottlieb is representing First Reserve Corporation, one of the leading private equity firms specializing in the energy sector, in its acquisition of 45% of Ansaldo Energia, Italy’s leader in the production and servicing of thermoelectric power plants and related components, from Finmeccanica, a state-controlled company operating in the aerospace, defense, transport and energy industries. The transaction values Ansaldo Energia at more than €1.2 billion. The agreement was signed on March 9, and the transaction is expected to close in the second quarter of 2011 pending regulatory approvals.
The parties will complete the transaction through the purchase by a joint venture entity 55% owned by Finmeccanica and 45% owned by First Reserve, of the entire share capital of Ansaldo Energia for a consideration of €1.073 billion. In addition, Finmeccanica will receive €95 million as consideration for the licensing of the “Ansaldo” trademark and €65 million as a dividend distribution. The acquisition will be financed by equity contributions from the parties, in an overall amount of €500 million, as well as acquisition financing comprising a vendor loan and a debt facility arranged by three leading European banks.
Aug 08, 2011
Cleary Gottlieb represented a number of institutional investors in private equity funds managed by Cape Natixis in the replacement of Cape Natixis as manager of the funds. The investors appointed Opera as the new management company. Bidding management companies also included BS Investimenti, i2 Capital Partners, Idea Capital Funds (in partnership with Atlantis Capital) and IGI.
The replacement was a first in the Italian private equity market and took place in the context of an extraordinary administration proceeding initiated by the Bank of Italy.
Dec 20, 2010
A Cleary Gottlieb team obtained a 93% reduction of the €290-million fine imposed on Eni in 2006 by the Italian Competition Authority for an alleged abuse of dominance in connection with the delay in the expansion of the Trans Tunisian Pipeline, which allows the import of Algerian gas into Italy. This was the highest fine ever imposed by the ICA on a single company.
By means of a judgment published on December 20, 2010, the Council of State, i.e., Italy's supreme administrative court, drastically reduced the fine at stake, setting it at €20.4 million. The judgment puts an end to a long and complex saga with Cleary Gottlieb defending Eni since the outset of the administrative proceedings before the ICA.
Following the appeals lodged by Eni and its subsidiary Trans Tunisian Pipeline Company against the ICA's infringement decision, in 2007, the TAR Latium, i.e., the first instance administrative court competent for reviewing the ICA's decisions, had quashed the decision to what concerned the imposition of the fine. The first instance court deemed that the ICA had failed to adequately state the reasons why the alleged violation should be qualified as a very serious infringement (within the meaning of the 1998 Commission's fining guidelines), also in light of the arguments set forth by Eni as to the fact that the alleged abusive conduct could not be considered a clear-cut abuse. The TAR Latium thus concluded that the ICA should re-determine the amount of the fine. Both Eni (and TTPC) and the ICA appealed the TAR Latium's judgment before the Council of State. Pending the Council of State's decision, in May 2010, the ICA opened proceedings aimed at re-determining the fine in order to comply with the TAR Latium's judgment.
In its judgment, the Council of State, while rejecting the ICA's appeal, upheld Eni's arguments that the alleged abuse could be at most qualified as a serious infringement, not a very serious one, acknowledging the absence of any intentional plan by Eni to exclude competitors. The Council of State also considered that the fact that, in the context of the proceedings before the ICA, Eni had undertaken to carry out the planned expansion and that it subsequently timely completed it, justified a reduction of the amount of the fine well in excess of that granted by the ICA in its decision. The re-determination of the fine provided for in the Council of State's judgment renders moot the above-mentioned proceedings opened by the ICA in May 2010.
Mar 11, 2011
Cleary Gottlieb acted as Italian, U.S. and International counsel to issuer Fiat Industrial Finance Europe S.A. and guarantor Fiat Industrial S.p.A. in Fiat Industrial Finance Europe’s offering of € 1 billion guaranteed 5.25% notes due March 2015 and € 1.2 billion guaranteed 6.25% notes due March 2018. The notes were issued under Fiat Industrial’s €10 billion Reg S/Rule 144A Global Medium Term Note (GMTN) Programme and have been admitted to listing on the Irish Stock Exchange. The notes were priced on March 7, 2011 and the offer closed on March 11, 2011.
Cleary Gottlieb also represented Fiat Industrial and each of the eligible issuers under the Programme (Fiat Industrial Finance Europe S.A. and Fiat Industrial Finance North America, Inc.) in connection with the establishment of the programme in February.
This was the first debt offering by Fiat Industrial since its establishment in January 2011, following the demerger of the activities of Iveco, CNH and FPT Industrial from Fiat S.p.A. Through these three subsidiaries, Fiat Industrial engages in the manufacture and sale of trucks and commercial vehicles, agricultural and construction equipment and marine engines. Fiat Industrial Finance Europe is a finance vehicle wholly owned, indirectly, by Fiat Industrial S.p.A.
Aug 05, 2010
Cleary Gottlieb represented its long-standing client A2A in the sale of 100% of Retrasm to Terna Linee Alta Tensione, on the basis of the contract signed in December 2009.
Retrasm operates in the power transmission sector and owns a portion of the National Transmission Grid. Terna Group is the first independent operator in Europe and the seventh in the world for kilometers of lines managed and is the primary owner of the National High Voltage Electricity Transmission Grid.
Nov 23, 2010
Cleary Gottlieb represented Terna in the strategic partnership with the Montenegrin transmission system operator Crnogorski Elektroprenosni System (“CGES”) and the State of Montenegro for the development of a new undersea electricity interconnection, the first “electricity bridge” with the Balkan countries, for a total investment of nearly €760 million by Terna and €100 million by CGES.
The final agreement, signed on November 23, also establishes the acquisition by Terna of a 22% stake in CGES.
Terna is an Italy-based listed energy transmission grid operator. The company is the primary owner of the Italian national high voltage electricity transmission grid.
Oct 01, 2009
Cleary Gottlieb represented Mediobanca – Banca di Credito Finanziario S.p.A. in an equity investment in the context of the restructuring of the Ferretti Group, the world famous luxury yacht maker owning, among others, the Ferretti, Riva, Pershing, Itama, Bertram, and Apreamare trademarks.
The restructuring involved both the group’s equity structure and its debt, which exceeded €1 billion. The debt restructuring was completed through the partial cancellation and rescheduling of the senior debt facility and the cancellation of the entire second lien and mezzanine facilities, resulting in the halving of the overall group’s indebtedness. In exchange for the waiver of their accounts receivables, the Ferretti Group’s financial creditors received certain groundbreaking financial participation instruments issued by the new parent company of the Ferretti Group. Such instruments grant to their holders participation rights in the group’s future profits and distributable reserves, the right of conversion into Ferretti shares in certain circumstances, as well as certain veto rights. In the context of such transaction, Mediobanca and a managers’ company led by Norberto Ferretti, which jointly provided €85 million of new equity, replaced the previous shareholders.
Top Two Global Competition Review Elite Firm
Global Competition Review (2011)
Italian Competition/EU Law Firm of the Year
TopLegal (2011)
#3 in Italy M&A (Completed, value and deal count)
Thomson Reuters (2011)
#2 in Italy M&A
Thomson Reuters (2010 Rankings)
Antitrust Law Firm of the Year
TopLegal (2010)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010)
“Technology and telecoms clients continue to benefit from this firm’s strong competition/EU law practice and its ability to handle complex regulatory matters. Belgium and Italy are the group’s strongholds in the European market, and it advises a range of eminent international names.”
Chambers Global (2012)
“Combining the qualities of a boutique with the resources of an international firm, Cleary Gottlieb wins praise for its consistently high-quality service. The team is made up of professionals with various specializations, enabling it to provide clients with a personalized and flexible approach. ‘The firm really helped us shape the deal and is very good at coming up with innovative solutions.’”
Chambers Europe (2012)
“This international firm comes highly recommended for its work in corporate, dispute resolution and equity capital markets. Other commended practice areas include restructuring and insolvency and banking and finance. The teams in Rome and Milan are often instructed in cross-border operations thanks to the vast resources of the global network and the high number of Italian and US qualified lawyers. The corporate team is recognized as ‘one of the best departments in the country due to its clear international strategy.’ … The equity capital markets team is rated as one of the best in Italy and, as to be expected, is often engaged in important international deals. … Dispute resolution is another highly regarded practice area.”
Chambers Global (2011)
“This firm is still perceived as a major player in Italy’s equity market, especially for deals that involve a U.S. aspect. This is in significant measure due to its capability to draw on its large international network and provide all-encompassing advice to the client. ... ‘Whenever you hire this team, you are sure that the outcome will be favourable. It is always money well spent.’”
Chambers Europe (2011)
“Even though the market remains difficult, the firm still managed to pull off some substantial deals… When comes to the cross-border transactions, the firm has also showed its clear presence in the international arena by advising on a number of mandates.”
IFLR 1000 (2011)
“International clients appreciate the global resources of this firm, finding it to be ‘uncomplicated and efficient, among other things because the lawyers are fluent in several foreign languages.’ … Speaking of the firm’s local offices, clients affirm: ‘You can still breathe the air of a boutique, but you also feel the power of the machine which is ready to make itself felt when necessary.’”
Chambers Global (2010)
“The team is lauded by clients as very knowledgeable in its key practice areas, commercial in its thinking, and oriented towards problem solving. With lawyers operating in Italian, French, German, Spanish and English, the firm works effectively within and across multiple jurisdictions.”
Chambers Europe (2010)
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