佳利律师事务所为美国及世界其他地区规模最大及系统中最具重要性的金融机构提供关于银行业务、证券及相关监管事宜的全方位咨询。我们目前活跃的咨询范围涉及美国及欧洲金融市场的立法发展和逐渐展开的监管实施，包括《多德弗兰克华尔街改革和消费者保护法》项下的事务；该法律被广泛认为是美国自经济大萧条以来对金融服务行业最全面的监管立法。本所为大西洋两岸由金融危机引起的几乎所有重大救援行动、资产重组或监管改革提供咨询，包括多德弗兰克法的沃尔克规则、适用衍生产品市场关于掉期交易商及其它机构的新规定、多德弗兰克法的系统性解决方案和资本金要求，以及巴塞尔第三期对资本及流动性的规定。
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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.
Dec 02, 2011
On December 2, over 40 banks from throughout the world -- nearly every financial institution that was alleged to have underwritten securities issued by Lehman Brothers in the 18 months prior to its collapse -- agreed to settle a class action pending in New York federal court arising out of the Lehman offerings. The firm represented all of those banks. The settlement came only after two years of complex motion practice that, this summer, led to a narrowing of the asserted claims, and months of negotiations that, at the end stages, were aided by a mediator (a retired judge). The settlement posed unusually complex issues, including that Lehman Brothers was the lead underwriter of every offering at issue (and, since it is in a bankruptcy proceeding, was not a defendant in the cases), and because the syndicates in each of the dozen offerings at issue involved different banks that took place at different times. Each bank accordingly made an independent decision whether or not to participate in the settlement, and their doing so was preceded by a lengthy period in which each came to terms with how to divide their proportionate responsibility of an eventual settlement. In many similar high profile cases (e.g., Enron, Worldcom), the banks have been unable to maintain a united front, engaged in separate negotiations, which likely led to settlements being more expensive to the banks as a whole. This is the largest group the firm has ever represented in a securities class action, and the largest settlement ($417 million) it has handled.
Among the many clients were: Bank of America, BBVA, BNY Mellon, Caja Madrid, Citigroup, HSBC, ING, Morgan Stanley, Santander, Suntrust, UBS and Wells Fargo. The settlement is subject to customary conditions, including court approval. Approximately 12 "opt-out" actions are pending, which Cleary Gottlieb is now addressing.
Sep 02, 2011
Cleary Gottlieb represented Bank of America in its sale of approximately 13.1 billion H shares of China Construction Bank for an aggregate sale price of approximately $8.3 billion. The transaction was signed on August 29, 2011 and closed on September 2, 2011.
Cleary Gottlieb previously represented Bank of America in its 2005 acquisition of an approximately 8.5% interest in CCB, which was the single largest foreign investment ever in a Chinese company, in its 2008 exercise of an option to acquire an additional approximately 10.9% interest in CCB and its subsequent sales of CCB’s shares and share rights in 2009 and 2010, respectively.
Jul 01, 2011
On July 1, 2011, Lehman Brothers and its key creditors—including several clients of Cleary Gottlieb—reached an agreement resolving various disputes concerning Lehman's chapter 11 plan. Cleary Gottlieb played a lead role in the negotiation and finalization of plan settlement documentation as counsel to Goldman Sachs and other creditors holding substantial derivative claims, having served as the principal drafter of a competing chapter 11 plan for the Lehman debtors that was filed by 23 major financial institutions including Goldman Sachs and other clients. Cleary Gottlieb also played an instrumental role in negotiating a framework for resolving nearly $10 billion in derivatives claims. The competing plan, as well as the framework for derivative claims, was a significant catalyst for resolving various disputes with the Lehman estates that led to the filing of a consensual chapter 11 plan by Lehman Brothers supported by more than 30 creditors holding in excess of $100 billion in claims.
Jun 06, 2011
Cleary Gottlieb is representing Goldman Sachs in the sale of Litton Loan Servicing to Ocwen Financial Corporation for approximately $264 million. The transaction was announced on June 6, 2011 and is expected to close in the third quarter.
Ocwen is a leading provider of residential and commercial loan servicing, special servicing and asset management services. Litton is a mortgage servicing company based in Houston, Texas and specializes in loss mitigation and default management for residential loans. The transaction will result in the acquisition by Ocwen of a servicing portfolio of approximately $41.2 billion in unpaid principal balance of primarily non-prime residential mortgage loans and Litton's servicing platform.
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.
Dec 28, 2010
Cleary Gottlieb represented TPG in its equity investment in China International Capital Corporation, a leading domestic investment banking and securities firm in China. The transaction, which closed December 23, represents the first foreign private equity investment in a Chinese securities firm. CICC was founded in 1995 as China's first joint venture investment bank. TPG purchased its equity stake from Morgan Stanley, one of the founding CICC shareholders, in connection with the sale by Morgan Stanley of its entire 34.3% equity stake in CICC to TPG, KKR, Government of Singapore Investment Corporation Pte Ltd and The Great Eastern Life Assurance Company Limited.
Dec 15, 2011
On Thursday, December 15, Senior District Judge Samuel Conti of the United States District Court for the Northern District of California dismissed with prejudice claims brought against HSBC Bank USA, N.A. by Wailea Fund L.P., a counterparty to an ISDA-based swap agreement with HSBC that referenced the performance of a Madoff feeder fund. Wailea filed its complaint on July 19, 2011, seeking rescission of the swap agreement and return of approximately $16 million in upfront premium payments made to HSBC in connection with the swap. Wailea claimed a right to rescission on various grounds, including mutual mistake, unilateral mistake, innocent misrepresentation, failure of condition, and violations of the California securities laws.
Following oral argument on December 9, the Court dismissed all of Wailea's claims, holding that, under the plain language of the swap agreement, Wailea had assumed the risk of mistake as to the performance of the Madoff feeder fund as a matter of law, could not claim reasonable reliance on any representations made by HSBC as a matter of law, failed to and could not as a matter of law plead any condition precedent to contract formation, and could not point to any statements or omissions by HSBC that were actionable under the California securities laws.
Oct 13, 2011
On October 8, U.S. District Judge John Walter in Los Angeles approved a settlement between Cleary Gottlieb's client Crédit Lyonnais (along with Consortium de Réalisation (CDR) (the French state-owned defeasance entity that assumed certain of Crédit Lyonnais's liabilities in 2000) and AIG Retirement Services (AIGRS), in a litigation relating to the assets of Executive Life Insurance Company (ELIC), an insurance company that the California Insurance Commissioner had seized in 1991. In 1992, Altus Finance, then an investment banking subsidiary of Crédit Lyonnais that was later taken over by CDR as part of a rehabilitation of the group, purchased the high yield bonds of ELIC, and helped to assemble an investor group that ultimately acquired ELIC's insurance company assets in 1993. As part of the investor group's acquisition, AIGRS purchased a one-third interest in the ELIC insurance company assets.
After Crédit Lyonnais settled federal criminal and regulatory charges, as well as accusations made by the California Insurance Commissioner, stemming from allegations based on restrictions at the time on a bank's ownership of an interest in an insurance company, AIGRS sued Crédit Lyonnais and CDR, among others, alleging that it had been defrauded into not bidding for all of the insurance assets in 1993. AIGRS sought $1 billion in damages. In last week's settlement, concluded on the eve of trial, AIGRS received $150 million.
This settlement should conclude the final chapter in Cleary Gottlieb's 12 year representation of the bank in this matter.
Apr 23, 2010
Cleary Gottlieb represented Samsung Life Insurance in its $4.4 billion initial public offering, the largest IPO ever by a Korean company. Goldman Sachs, Bank of America Merrill Lynch and Morgan Stanley were joint bookrunners for the international tranche of the offering. The IPO priced near the high end of the expected price range on April 23, and the common shares will begin trading on the KRX KOSPI Market of the Korea Exchange on May 12.
Samsung Life Insurance is the leading life insurance company in Korea and is one of the flagship companies of the Samsung Group, which is the largest business group in Korea. The company provided coverage to 12.6 million individuals as of December 31, 2009, representing approximately 26% of the Korean population. As of the pricing date, the company would rank sixth in terms of market capitalization among companies listed on the Korea Exchange.
Dec 14, 2009
Cleary Gottlieb represented Citi in its agreement with the U.S. government and its regulators to repay U.S. taxpayers for the $20 billion the government holds in TARP trust preferred securities and to terminate the loss-sharing agreement with the government. In order to facilitate this, Citi will issue $17 billion of common stock and $3.5 billion of tangible equity units. The combined offering is the largest public equity offering in U.S. capital markets history. Cleary Gottlieb is underwriters’ counsel on the offerings and is also acting as disclosure counsel to Citi. Following the repayment and upon termination of the loss-sharing agreement, Citi will no longer be deemed to be a beneficiary of “exceptional financial assistance” under TARP.
Citi, a global financial services company with approximately 200 million customer accounts in more than 100 countries, and capital ratios and liquidity among the highest in the industry, provides financial products and services, including banking, investment banking, insurance, securities brokerage and asset management.
May 31, 2009
Cleary Gottlieb advised Morgan Stanley in a joint venture – Morgan Stanley Smith Barney – with Citigroup Inc. that combined both parties’ retail brokerage operations and created the largest retail brokerage in the world, in terms of the number of financial advisors. Morgan Stanley Smith Barney will be owned 51% by Morgan Stanley and 49% by Citigroup. Definitive agreements were signed on January 13 of this year and the transaction, which had initially been expected to close in the third quarter, closed on May 31.
Cleary Gottlieb was engaged by Morgan Stanley after the execution of the definitive agreements in January to negotiate a number of interconnectivity agreements among Morgan Stanley, Citigroup and Morgan Stanley Smith Barney related to the distribution of securities, the transmission of client order flow, the provision of research, the sweeping of customer funds, the provision of transition services and certain related issues.
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”).
Cleary Gottlieb has been ranked in the top tier for financial services and regulatory compliance by Chambers USA since the inception of this category.
Americas Structured Equity Issue of the Year
(AIG’s sale of $9.5 billion in MetLife securities)
International Financing Review (2012)
EMEA Equity Issue of the Year
(Commerzbank’s €11 billion capital increase)
International Financing Review (2012)
Subordinated Financial Bond of the Year
(Credit Suisse’s Tier 2 Buffer Capital Notes offering)
International Financing Review (2012)
EMEA Restructuring of the Year
(Truvo’s restructuring of €1.5 billion in debt)
International Financing Review (2012)
Standout Firm for Finance
(AIG's re-IPO)
Financial Times' U.S. Innovative Lawyers (2011)
Financial Bond-Subordinated Debt of the Year
(HSBC’s $3.8 billion $25 par capital securities)
International Financing Review (2011)
Americas Equity Deal of the Year
(Bank of America’s preferred share sale of Banco Itaú)
International Financial Law Review (2011)
Americas Restructuring of the Year
(CIT Group)
International Financing Review (2011)
Standout Firm for Financial Services
(Citi's capital raising and TARP repayment)
Financial Times' U.S. Innovative Lawyers (2010)
Americas M&A Deal of the Year
(Barclays' acquisition of Lehman Brothers' assets)
International Financial Law Review (2009)
“This firm’s long-standing presence in the region, reputation in New York and enviable roster of banking clients keep it at the top of the market. It advises both lenders and borrowers, and has been acting for the creditors in some of the large restructurings in Latin America during the downturn. … ‘Cleary’s success in the region speaks for itself; you know you will get top quality when you hire this firm,’ according to clients.”
Chambers Latin America (2012)
“Clients appreciate the high-caliber banking and finance team at Cleary Gottlieb Steen & Hamilton. The partners use their broad experience of various practice areas to offer clients a truly collaborative approach. The firm is best known for its outstanding work with sponsors and it frequently advises on cross-border LBOs, debt buy-backs and exchanges.”
Chambers UK (2012)
“This firm has a strong presence in the USA and Latin America, and is especially well regarded for sponsor-side representations in London and regulatory work in Germany. Its Latin American practice is particularly robust in Brazil and Mexico, with clients here including both financial institutions and borrowers. Many deals feature complex structured elements that straddle banking and finance and the debt capital markets.”
Chambers Global (2011)
“Best known for its work on behalf of state entities, Cleary Gottlieb also receives instructions from financial institutions. ... ‘A strong reputation based on consistently high-quality work.’”
Chambers Europe (2011)
“Clients are impressed by the lawyers’ depth of knowledge, and their ability to pre-empt issues. … ‘Absolutely top-tier – you don’t get much better than these uniformly excellent lawyers.’ … ‘[They provide] efficient, constructive advice of an extremely high standard.’”
Chambers Global (2010)
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