O grupo de Direito da União Europeia do Cleary Gottlieb está entre os mais aclamados e estabelecidos da Europa, contando com cerca de 130 advogados em Bruxelas, Colonia, Frankfurt, Londres, Milão, Moscou, Paris e Roma. Dentre os membros do grupo, estão oficiais aposentados da Direção Geral da Concorrência da Comissão Europeia, do departamento legal da Comissão Europeia e de Cortes Europeias. Nosso grupo presta consultoria em diversas áreas do direito, tanto no nível da União Europeia como para Estados-membros.
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Apr 25, 2012
Cleary Gottlieb has acted as international counsel to The Hellenic Republic in connection with its invitation, launched on February 24, relating to approximately €206 billion face amount of Greek bonds held by private sector holders.
Since July 2011, a dedicated team spanning eight offices has been international counsel to Greece on legal aspects of its external indebtedness, culminating in the announcement on February 24, 2012 of a liability management transaction. By April 25 approximately 97 per cent of the €206 billion Greek bonds invited to participate in the transaction had been exchanged for new Greek bonds and other considerations. This is both the largest ever sovereign debt restructuring and the largest ever bond exchange.
As a result of this liability management transaction, known as PSI (private sector involvement), holders of Greek bonds have provided in excess of €100 billion in debt relief to Greece and the average interest rates on Greece’s remaining private sector debt has been materially reduced. In addition to the PSI transaction, Cleary Gottlieb has acted as international counsel to Greece in its financing transactions with the EFSF, which involve debt facilities in excess of €150 billion as well as other transactions, such as the €35 billion securities purchase transaction between Greece and the ECB.
Our firm has been a pioneer in sovereign debt transactions for more than thirty years. The success of PSI was significantly enhanced by the use of collective action clauses, which have been promoted by Cleary Gottlieb since the 1990s, and specifically in the context of Greece in a 2010 paper co-authored by Mitu Gulati and Cleary Gottlieb partner Lee C. Buchheit. Another innovation in the PSI transaction is the use of a "co-financing agreement" used to link the new bonds issued by Greece to a portion of the loans made to Greece by the EFSF.
This engagement is the latest in a long line of high-profile sovereign debt assignments for our firm, which has represented clients in more than 30 countries around the world. In addition to Greece, the now largest-ever sovereign debt transaction, we are currently advising Iraq and Argentina – the second- and third-largest sovereign transactions, respectively – as well as Iceland in its debt matters.
Nov 08, 2012
Cleary Gottlieb is representing long-standing client Dexia in the proposed €5.5 billion recapitalization of Dexia SA by the Belgian and French States, which was announced on November 8.
The recapitalization is one of the elements of the ongoing orderly resolution plan of the Dexia group. It was made necessary in light of the negative net assets position of the holding company as a result of an impairment of its interest in its main remaining subsidiary, Dexia Credit Local (DCL). In consideration for the States' capital injection, Dexia will issue preference shares entitling the States to a preferential dividend, and be converted into ordinary shares upon occurrence of certain regulatory capital events. The proceeds of the recapitalization will be used by Dexia SA primarily to reinforce the balance sheet of DCL.
The board of directors of Dexia SA approved the agreement reached last night with the States, and the proposed recapitalization will now be submitted to an extraordinary meeting of shareholders for approval. The transaction, which is also subject to prior approval by the European Commission under the EU State aid rules, is expected to complete before year end.
In addition to the recapitalization, Dexia and the States agreed certain amendments to the terms of the States' guarantee of Dexia and DCL's indebtedness, which will now extend to up €85 billion in financings.
Dexia and the States are also engaged in discussions with the European Commission on a revised, final resolution plan, which is expected to be submitted shortly.
Apr 09, 2013
Cleary Gottlieb represented BPCE in the establishment of a $10 billion medium-term note program. Notes offered pursuant to the program will be offered by BPCE, a French bank. A subset of notes will be guaranteed by the New York Branch of Natixis, a subsidiary of BPCE. Program documentation was signed on April 9.
The notes will be offered in the United States in reliance on (i) the exemption from registration provided by Section 3(a)(2) of the Securities Act, (ii) on reliance on the exemption from registration provided by Rule 144A under the Securities Act, or (iii) pursuant to Regulation S under the Securities Act. The Notes will generally be senior unsecured fixed or floating rate notes. Natixis Securities Americas will serve as the arranger. Barclays Capital, Citigroup Capital Markets, Goldman Sachs, J.P. Morgan Securities, Merrill Lynch, Pierce, Fenner & Smith, Morgan Stanley, and Wells Fargo Securities will serve as dealers.
BPCE is the central body of Groupe BPCE, a leading French mutual banking group. Groupe BPCE was created through the July 2009 combination of the Groupe Banques Populaires and the Groupe Caisse d’Epargne, two leading French mutual banking groups.
Feb 19, 2013
Cleary Gottlieb represented Barclays, HSBC, J.P. Morgan, Mitsubishi UFJ Securities and Morgan Stanley as underwriters in a five-part debt offering by Vodafone Group. Vodafone issued $6 billion of Notes in multiple tranches of $900 million 0.9% Notes due February 2016, $1.4 billion 1.5% Notes due February 2018, $1.6 billion 2.95% Notes due February 2023, $1.4 billion 4.375% Notes due February 2043 and $700 million Floating Rate Notes due February 2016. The transaction, which closed on February 19, was a takedown from Vodafone’s shelf registration statement. This was the largest debt offering of any currency from Vodafone and the largest bond offering by a non-U.S. issuer, and the third-largest bond offering overall, to date in 2013.
Vodafone is a world leader in providing voice and data communications services for both consumers and enterprise customers, with a significant presence in Europe, the Middle East, Africa, the Asia Pacific region and the United States.
Apr 16, 2013
With a decision rendered on April 16, 2013, the Court of Milan rejected all the claims for damages brought by Independent Global Managers SGR against three HSBC companies and several other entities. This is the first Italian decision on the Madoff case and one of the few Italian decisions on prospectus liability.
IGM had contested: (i) the accuracy and completeness of the information contained in the prospectus of the Thema Fund; (ii) the infringement of the EU regulation on harmonized funds (primarily due to the role played by Bernard Madoff and by the companies linked to him); and (iii) the failure to comply with the obligations imposed on the Thema Fund custodian and administrator.
May 16, 2013
Cleary Gottlieb acted as counsel to HP Italiana in obtaining the dismissal of one of the first Italian class action lawsuits brought by an Italian association allegedly acting on behalf of three individuals.
The claim concerned alleged unfair commercial practices under the consumer code and alleged violations of the provisions set forth in EC Regulation No. 1907/2006 regarding safety data sheets.
The Court of Milan issued its decision on May 16, 2013, denying the certification of the class action, holding that the plaintiffs lacked standing to sue, that HP Italiana lacked standing to be sued and that the evidence submitted by the plaintiffs was insufficient to ground their claims. The Court of Milan ordered the plaintiffs to pay HP Italiana’s legal fees and to compensate the damages caused by having brought a frivolous claim. This is the first time that an Italian court has ordered such a compensation in a class action lawsuit.
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 05, 2013
Cleary Gottlieb successfully represented pro bono the Belgian Institute for Company Lawyers - Instituut voor Bedrijfsjuristen/Institut des Juristes d'Entreprise (IBJ/IJE) - as an intervener in court proceedings brought by Belgacom SA/NV against the Belgian Competition Authority (BCA), which resulted in the Brussels Court of Appeal granting a protection equivalent to legal privilege to in-house lawyers' legal advice in national antitrust proceedings.
In October 2010, the BCA inspected the premises of Belgacom and seized hundreds of electronic files including legal advice rendered by Belgacom's in-house lawyers who were members of the IBJ/IJE. Following the decision to deny privilege to its in-house lawyers' legal advice and related correspondence, Belgacom sued the BCA before the Brussels Court of Appeal in March 2011. The IBJ/IJE subsequently intervened in support of Belgacom's argument to the effect that legal advice rendered by its in-house lawyers and related correspondence were confidential according to Belgian statutory law and could not therefore be seized in the course of inspections carried out by the BCA, let alone versed into the case file.
In a judgment on March 5, 2013, the Brussels Court of Appeal recognized that, under Belgian law, legal advice rendered by in-house lawyers and related correspondence are confidential and cannot be seized by the BCA. The Court emphasized that the opposite solution would contravene the essence of the task of general interest carried out by company lawyers to the benefit of their employer.
This judgment has important implications at Belgian level but also, potentially, at European level, in so far as: (i) it expressly rejects the applicability (and contagion) of the "Akzo" ruling of the EU Court of Justice (C-97/08P) in (to) national antitrust proceedings; and (ii) it roots the confidentiality of in-house counsel's legal advice in the right to privacy protected by Article 8 of the European Convention of Human Rights and Article 7 of the EU Charter of Fundamental Rights.
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.
Jan 16, 2013
Cleary Gottlieb represented ArcelorMittal in concurrent offerings of shares and mandatorily convertible notes (MCNs) totaling $4 billion. The share offering was for $1.75 billion and the MCN offering was for $2.25 billion. The two offerings were SEC-registered and placed globally. Goldman, Sachs & Co. acted as sole global coordinator of the offerings, and Goldman, Sachs & Co., BofA Merrill Lynch, CA-CIB and Deutsche Bank acted as joint bookrunners of the offerings. Mittal family entities purchased $300 million of shares and $300 million of MCNs in the offerings. The offerings launched and priced on January 9 and closed on January 14 (shares) and January 16 (MCNs). ArcelorMittal intends to use the net proceeds from the offerings to reduce existing indebtedness.
Long-time Cleary Gottlieb client ArcelorMittal is the world's largest steel company and a leading mining company.
Jan 16, 2013
Cleary Gottlieb’s client OAO Tomskneft has successfully challenged enforcement in France of an international arbitral award obtained by Yukos Capital S.a.r.l. in 2007 in New York.
On January 16, 2013, the Paris Court of Appeal overruled an ex parte exequatur order because due process had been violated during the arbitration. The Court concluded that Tomskneft did not receive a number of significant communications necessary to its ability to defend itself in the arbitration, including procedural orders, the transcript of the hearing, and the order declaring the proceedings closed. The Court held that Tomskneft’s failure to participate in the proceedings – based on its belief that there was no valid agreement to arbitrate – did not relieve the arbitrator from his duty to inform Tomskneft of all aspects of the proceedings. The Court of Appeal further ordered Yukos Capital to pay a portion of Tomskneft’s legal fees.
Under the ICC award, Tomskneft was held in default under three loan agreements totaling 4.35 billion Russian rubles (approximately $140 million), which it was ordered to pay together with interest of 9% per year and 0.1% per day. Courts in Russia previously declined to enforce the award on the same due process grounds, and they have declared the underlying loan agreements void.
Because the Paris Court of Appeal ruled in Tomskneft’s favor on due process grounds, it did not reach other defenses invoked by Tomskneft, including that there was no valid arbitration agreement, that enforcement of the awards would violate French public international order because the loan agreements on which they rested were an integral part of Yukos Oil’s tax fraud scheme, and the addition of daily interest was illegal.
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.
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.
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.
Competition/Antitrust Law Firm of the Year
Chambers Global (2012, 2013)
Most Innovative U.S. Law Firm in Europe
International Financial Law Review (2011 and 2013)
Law Firm of the Year
Legal Business (2013)
Restructuring Team of the Year
Legal Business (2013)
Standout Firm for Finance, Global Markets Deal of the Year, Europe Debt & Equity-Linked Deal of the Year
(Greece's €206 billion private sector debt restructuring)
Financial Times - U.S. Innovative Lawyers Report (2012), Euromoney (2012), International Financial Law Review (2013)
Behavioral Matter of the Year - Europe
(HarperCollins and Hachette in EU e-book settlement)
Global Competition Review (2013)
Top Two Elite Competition Firm
Global Competition Review (2011-2013)
Italian Competition/EU Law Firm of the Year
TopLegal (2010-2012)
Italian Litigation Law Firm of the Year
TopLegal (2012)
Europe Restructuring Deal of the Year
(Seat Pagine Gialle’s debt restructuring)
International Financial Law Review (2013)
Europe Equity Deal of the Year
(MegaFon’s IPO)
International Financial Law Review (2013)
M&A Deal of the Year (Over $100 Million)
(Delphi Automotive's €765 million acquisition of FCI Group's MVL Division)
Crain's Detroit Business (2013)
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)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010, 2012)
#1 in Worldwide M&A
Thomson Reuters, 2013 Q1 Rankings (Completed, value)
#1 Global Bonds Manager Advisers
Bloomberg, 2013 Q1 Rankings (Volume)
#2 in European M&A
Thomson Reuters, 2013 Q1 Rankings (Completed, value)
#1 Global Equity & Equity-Related Managers’ Counsel
Thomson Reuters, 2012 Rankings (Value)
#2 Global Straight Debt
Thomson Reuters, 2012 Rankings (Deal count)
#3 Global Bond Issuers’ Counsel
Bloomberg, 2012 Rankings (Deal count)
Europe M&A Transaction of the Year
(Merck & Co./sanofi-aventis joint venture)
Global Competition Review (2011)
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)
“This top firm is uniquely placed to provide expert advice on competition and antitrust law on both sides of the Atlantic. Alongside unmatched Washington, DC and Brussels teams, it fields highly rated practices in Germany, Italy and France, and an increasing profile in London. ‘They have incredible bench strength and work incredibly well as a team.’ ‘A fantastic firm on a global scale.’ ‘They are the best of all the players I use globally.’”
“One of the best competition practices in Brussels, this firm also has top teams in Germany, Italy and France…. ‘What strikes me most is the quality of the firm throughout, whether it’s France, Belgium or Germany. It’s polished without being arrogant, unlike other firms which are often the other way around.’”
Chambers Global (2013)
“Universally regarded as one of the best competition teams in [Belgium], this firm has a role in almost all the top cases at EU level. Complex multinational mergers continue to be a particular strength of the group …
‘The team combines state-of-the-art expertise with a client-oriented service.’ ‘The best firm I've ever seen in talent development and leadership – incredible strength globally and the lawyers work incredibly well as a team.’”
Chambers Europe (2013)
“Cleary Gottlieb remains one of the most sought-after firms for competition law advice. ... ‘Our go-to firm for competition matters in Europe.’ ‘Phenomenal for antitrust work.’”
Chambers Global (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)
“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.”
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)
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