Cleary Gottlieb’s EU practice group is among the most acclaimed and established practices in Europe, comprising about 170 lawyers based in Brussels, Cologne, Frankfurt, London, Milan, Moscow, Paris and Rome. It includes several former officials from the European Commission’s Directorate-General for Competition, the European Commission’s legal service and the European courts. The group advises on all areas of law, both at the EU level and in individual Member States.
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May 22, 2012
Cleary Gottlieb represented Google in its acquisition of Motorola Mobility. The purchase includes Motorola’s 17,000 patents and marks Google’s largest-ever acquisition. The deal closed on May 22 following approval by antitrust authorities. Cleary Gottlieb advised on the M&A, U.S. and EU antitrust, intellectual property, employee benefits and executive compensation, litigation, tax, securities law, real estate and environmental, and general corporate aspects of the deal.
May 17, 2012
Cleary Gottlieb is representing Agilent Technologies, Inc. in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.
The transaction, which was announced on May 17 and is Agilent's largest ever acquisition, is expected to close within 60 days pending regulatory clearances.
Agilent is the world's premier measurement company and a technology leader in chemical analyses, life sciences, electronics and communication. Dako is a global leader in tissue-based cancer diagnostics, providing know-how, reagents, instruments and software to hospitals and research laboratories in more than 100 countries worldwide. Agilent's strategy in acquiring Dako is to strengthen its presence in life sciences while combining with a complementary company to produce revenue synergies.
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 28, 2011
Cleary Gottlieb is representing Stanley Black & Decker in its offer to acquire all of the outstanding common stock and warrants of Niscayah, a leading commercial security and monitoring company specializing in electronic security services and solutions based in Stockholm, Sweden, for SEK18.00 per share in cash. The total transaction value, including assumed financial debt, would be SEK7.6 billion (USD$1.2 billion). The independent committee of Niscayah's Board has unanimously recommended that Niscayah shareholders and warrant holders accept the offer. Niscayah shareholders representing approximately 19.5% of Niscayah shares have committed to accept the offer under certain conditions. The transaction is expected to close in September 2011. In May, Securitas AB had launched an offer to acquire Niscayah.
Oct 09, 2011
Cleary Gottlieb is representing long-standing client Dexia in the nationalization, announced on October 9, 2011, of Belgian banking subsidiary Dexia Bank Belgium (DBB). Dexia's 100% interest in DBB will be sold for an initial cash consideration of €4 billion.
Cleary Gottlieb is also advising Dexia on the new sovereign guarantees granted by the French, Belgian and Luxembourg States, as well as on possible further divestments.
Jun 06, 2011
Cleary Gottlieb advised Commerzbank on the U.S. aspects of and the financial disclosures in relation to a two-step, €11 billion capital raising transaction consisting of the issuance of Conditional Mandatory Exchangeable Notes (CoMEN) and a follow-on rights offering. The transaction closed on June 6.
In the first step, the CoMEN were issued and, after a shareholders' meeting in which the necessary capital was authorized, exchanged for Commerzbank shares that the German Financial Market Stabilization Fund (SoFFin) received upon conversion of a portion of its silent participation interest in the bank. These new shares then were eligible to participate in the second-step rights offering.
Commerzbank used the proceeds of the two-step transaction to repay a substantial portion of the funds the bank had received from the German federal government during the financial crisis.
The transaction was the largest share issue of a German bank since the capital increase of Deutsche Bank in September 2010, in which Cleary Gottlieb also represented the issuer.
Feb 18, 2011
Cleary Gottlieb is representing long-time client Lafarge S.A. in relation to its proposed 50:50 joint venture with Anglo American PLC to combine their cement, aggregates, ready-mixed concrete, asphalt and contracting businesses in the United Kingdom, comprising Lafarge's UK operations in Lafarge Cement UK, Lafarge Aggregates and Concrete UK, and Anglo American's Tarmac business, in Tarmac Limited. The transaction was announced on February 18, and is expected to close later this year pending regulatory approvals. Both Lafarge's UK operations and Tarmac will continue to operate independently until obtaining such approvals.
The joint venture will create a significant UK construction materials company with a portfolio of established assets drawing on a complementary geographical distribution of operations and a series of well-known brands. The 2010 combined sales of the two businesses amounted to £1.8 billion with a combined EBITDA of £210 million.
Cleary Gottlieb has previously advised Lafarge in connection with its $15 billion acquisition of Orascom Building Materials Holding S.A.E. in 2008, its €1 billion+ capital increases in 2003 and 2009, and its first SEC-registered bond offering totalling $2 billion in 2006.
Oct 26, 2010
Cleary Gottlieb won the confirmation of the reorganization plan of Truvo Group's U.S. holding companies, less than four months after the Chapter 11 cases were commenced in the United States Bankruptcy Court for the Southern District of New York. The October 26 ruling cleared the way for the Truvo Group to consummate a restructuring of approximately $1.9 billion of debt of U.S. and European members of the Truvo Group. The plan became effective on November 30, 2010.
The plan relies on a novel use of an intercreditor agreement's enforcement sale provisions to release European subsidiaries that are not Chapter 11 debtors, enabling the European subsidiaries to avoid the adverse impact of a formal European proceeding. Initially the reorganization plan was supported by senior lenders but faced opposition from an official committee of junior creditors. Ultimately, these disputes were resolved and the plan was overwhelmingly supported by all creditor classes entitled to vote. The restructuring involved intense cooperation between lawyers located in New York, Brussels and London.
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.
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.
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.
Nov 21, 2008
Cleary Gottlieb is representing the German Savings Bank Association (“DSGV”) with respect to back guarantees granted by DSGV and other major German banking associations and financial institutions to the Federal Republic of Germany in connection with a €50 billion rescue package arranged by the German Federal Government and various significant financial institutions for the Hypo Real Estate Group.
In 2007, Cleary Gottlieb advised DSGV on the acquisition of Landesbank Berlin Holding AG (formerly “Bankgesellschaft Berlin”).
Top Two Global Competition Review Elite Firm
Global Competition Review (2011, 2012)
Europe Debt & Equity-Linked Deal of the Year
(Credit Suisse’s contingent convertibles offering)
International Financial Law Review (2012)
Behavioral Competition Matter of the Year – Europe
(Defense of IBM in abuse of dominance case)
Global Competition Review (2012)
Europe M&A Transaction of the Year
(Merck & Co./sanofi-aventis joint venture)
Global Competition Review (2011)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010)
Best Legal Advisor in Central & Eastern Europe
Global Finance (2011)
Antitrust Law Firm of the Year
TopLegal Awards (2010)
Corporate Law Firm of the Year
Belgian Legal Awards (2010)
European Loan of the Year
(ArcelorMittal’s $6 billion forward starts)
International Financing Review (2010)
European M&A Deal of the Year
(PartnerRe’s acquisition of Paris Re)
International Financial Law Review (2010)
EMEA Equity Issue of the Year
(HeidelbergCement’s €4.4 billion offering)
International Financing Review (2010)
EMEA Structured Equity Issue of the Year
(ArcelorMittal’s €1.25 billion convertible offering)
International Financing Review (2010)
“Cleary Gottlieb remains one of the most sought-after firms for competition law advice. With 70 antitrust specialists in the Brussels office alone, and highly experienced teams in Italy, Germany and France, it is capable of handling a heavy workload of multi-jurisdictional merger control, antitrust and state aid instructions. ‘Our go-to firm for competition matters in Europe.’ ‘Phenomenal for antitrust work.’”
Chambers Global (2012)
“Cleary Gottlieb remains one of the most sought-after firms for competition law advice. With 70 antitrust specialists in the Brussels office alone, and highly experienced teams in Italy, Germany and France, it is capable of handling a heavy workload of multi-jurisdictional merger control, antitrust and state aid instructions. … ‘Our go-to firm for competition matters in Europe.’ ‘Phenomenal for antitrust work.’”
Chambers Europe (2012)
“[Cleary Gottlieb] has market-leading presences in strategic European locations – the UK, France, Germany, Italy and Russia – and employs teams of versatile lawyers who offer strong expertise in multiple practice areas. ‘A top-notch capital markets firm.’ … ‘They value their clients, big or small. … Consistently high quality – their HR is fantastic at hiring only the best people. They have a culture of people who work hard and are very smart.’”
Chambers Global (2011)
“Peers and clients agree that this firm remains a leader in competition and European law across the region. ... ‘The quality of the work and the responsiveness are outstanding.’ ... ‘The network of offices in key countries, combined with the varied expertise of the Brussels office, makes this firm ideal for any transaction in Europe involving multiple jurisdictions.’”
Chambers Europe (2011)
“Cleary features in Europe’s major financial centers as a first-rate offering on the equity side. The French team’s derivatives expertise is as warmly received as its equity work and the group is a favorite for transatlantic clients. The German group’s efforts earn similar ratings and it has lately demonstrated its expertise in renewable energy matters, as well as handling mainstream deals. … ‘They have some very talented people; they use their network in a very intelligent way and can find innovative solutions.’”
Chambers Global (2010)
“It is widely accepted that Cleary Gottlieb is ‘the only U.S.-headquartered law firm able to cut it with the magic circle for capital markets work across Europe.’ Indeed, the sheer quality of the lawyers is nothing short of legendary, with one source remarking: ‘They are all outstanding, and excellence is their global language.’”
Chambers Global (2009)
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