Cross borders with confidence - Cross borders with Freshfields.
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Cross borders with confidence. Cross borders with Freshfields.
Cross borders with Freshfields
Making high-impact
business decisions in our
interconnected world
has never been more
challenging.
While every big law firm can say it has people in the key
jurisdictions, we’ve got you covered by the very best.
Freshfields provides clients with the intelligence, expertise and experience
they need to deal with issues that don’t respect boundaries or borders.
Our market-leading lawyers in every office around the world assemble and
collaborate, at a moment’s notice, to solve the most critical issues.
2
Cross borders with Freshfields
Peter Lyons
US Regional
Managing Partner
Freshfields – a unique value proposition
We are unique in the US market – a team of first-chair US
lawyers within the world’s best global law firm. Some claim,
you might think. But the results speak for themselves.
• Since 2010 we have advised on more inbound US M&A
transactions and more cross-border deals by value –
over $1tn – than any other firm.
• Our antitrust practice is uniformly regarded as the
world’s best. Clients turn to us for challenging deals.
We are a market leader on US second request and
EU phase two reviews.
• We are the market leader in arbitration, ranked as
the top practice by two leading legal directories.
• Our litigators have consistently delivered extraordinary
outcomes on regulatory and internal investigations and
high-stakes, bet-the-company litigations.
• Our best-in-class finance and capital markets lawyers
in the United States and the other major financial centers
allow clients to finance with any product in any market.
• In the past three years, we’ve advised on matters in
almost every country in the world.
Our lawyers in the United States, Europe, the Middle East
and Asia assemble and collaborate, at a moment’s notice,
to solve clients’ most critical issues wherever in the
world they arise. And while Freshfields and every other
big law firm can say it has people in the key jurisdictions,
we’ve got you covered by the very best.
Freshfields Bruckhaus Deringer US LLP
3
Cross borders with Freshfields
A truly
global perspective.
Our clients want a law firm that can handle the
most complex transactions, manage the most
challenging disputes and investigations, and devise
the most flexible financing solutions.
$1tn
in cross-border deals in
150+
countries we’ve helped
210+
lawyers ranked in
+30%
of our transactional work
the past five years, more clients do business in Chambers Global 2018 in the last year involved
than any other firm client investments
in high-growth markets
4
Cross borders with Freshfields
So while many firms talk about
having a global service, we live it,
deliver it and excel at it.
• We have 78 different nationalities Africa, delivering domestic US advice of
working across the firm and speaking the highest quality and tackling the most
more than 70 languages. challenging cross-border issues from
• In the last three years, we’ve worked an unrivaled international platform.
in more than 150 countries. All our lawyers know the markets as
• Around a third of our revenue comes well as the law. We understand the
from work in countries where we don’t cultural, political and economic factors
have an office. at play, and the way national and
international regulators operate –
• In the past five years, we’ve handled
and cooperate.
more cross-border deals by value than
any other firm, many involving advice But where needed, we complement
in complex, emerging markets. this with our StrongerTogether
• We have more than 100 “country relationships. We can call on lawyers
partners” who know their jurisdictions working with more than 300 core
intimately and understand how to do firms in 200 jurisdictions.
business there. This means each client gets a tailored
Our US partners have decades of top-level team that combines our international
experience in the key disciplines for experience with the best on-the-ground
US and global organizations. We work knowledge: whatever and wherever
seamlessly with our peers in Europe, the job, clients always get the same
the Middle East, Asia, Latin America and superlative Freshfields quality.
The firm does an excellent job coordinating across their
offices, finding the right team whatever the geography
and making it a seamless process for the client.
Chambers Global 2016
5
Transactions
Transactions
An innovative,
seamless service
for the deals that
matter.
We excel at those complex transactions
that require sophisticated US advice with
a global perspective.
Our services
M&A | Restructuring and insolvency | Listings
Capital raising | Investments | Divestitures and carveouts
Complex contracts
6
Cross borders with Freshfields
But what else makes us stand out
from the pack? Some of our US
partners explain. ...
Matthew Herman Mitchell Presser
Co-head of Global M&A Head of US M&A Practice
The firm, particularly our Our US M&A partners have advised
M&A franchise, functions on a on some of the world’s biggest,
jurisdictionally agnostic basis and most complex M&A and private
is driven by a culture of innovation. equity transactions. There is
This means we give clients fully no substitute for our experience
integrated, value-added solutions and market knowledge.
that solve their most complex
problems in a novel manner.
The firm, particularly our M&A franchise, functions on a
jurisdictionally agnostic basis and is driven by a culture
of innovation.
7
Transactions
Valerie Ford Jacob James Douglas
Co-head of Global Capital Head of US Finance Practice
Markets Practice
Success in global finance requires in-depth
Co-head of Financial
knowledge of the US markets, perspective on
Institutions Group
global markets – and the ability to execute
Clients look at the reputation and standing in every major financial center. We can
of their law firms. But they also choose pivot seamlessly between New York, London,
their individual lawyers carefully – and Frankfurt and Hong Kong, allowing us to
we have the best. deliver the best possible solutions for our
clients’ financing needs.
Mark Liscio Melissa Raciti-Knapp
Restructuring and Insolvency Co-head of Latin America Practice
To succeed in today’s complex, competitive Seemingly US-only matters can have
insolvency and restructuring arena, you international elements. Recently, I worked
need seasoned counsel with high-level on two financings under New York law
experience in both bankruptcy cases and for projects in Mississippi and Arkansas but
debt restructurings. Our US team has the lenders were European and the sponsors
represented clients in many of the largest were Brazilian.
and most complex cases of the last several
bankruptcy cycles and, as part of a
market-leading global practice, can help
you meet and exceed your goals.
8
Cross borders with Freshfields
Recent work
We advised Starbucks Corporation We advised BASF, a German chemical company
on its $7.15bn global coffee alliance and the largest chemical producer in the world,
with Nestlé. on its €7.6bn acquisition of significant components
of Bayer’s and Monsanto’s seed, agricultural
and chemical businesses.
We advised KLX on its $4.2bn acquisition We advised Unimin Corporation and its
by The Boeing Co. and the spinoff of its parent Sibelco on Unimin’s merger with
energy services business. Fairmount Santrol, valued at $6bn.
We advised the HKSE-listed Global Brands Group We advised London Stock Exchange Group
on its $1.38bn sale of a significant part its on its $685m acquisition of The Yield Book
North American business to Differential Brands and Citi Fixed Income Indices; and on its
Group, a portfolio company of Tengram acquisition of Mergent.
Capital Partners.
We advised Henderson Group on its $6bn We advised Formula One Group (F1),
all-stock merger of equals with Janus Capital to together with its shareholders including
form Janus Henderson Global Investors, which has CVC Capital Partners, on the $8bn sale of
assets under management of more than $320bn. F1 to Liberty Media Corporation.
9
Regulation
Regulation
Helping you
cover every angle.
Compliance can be complex and – with the
number of national and regional regulators rising –
must be navigated with care.
But rest assured, many on our US team have previously worked
for regulators, so they know how to engage them in a way that helps
you comply and develop a business that’s stronger as a result.
And because we create teams from the leading practitioners across
the world, we can handle the most complex regulatory issues
and craft solutions that work for your business on a global basis.
Our services
Regulatory strategy | Corporate governance
Antitrust consumer protection | Merger clearance
Tax | Intellectual property | Employment and pensions
10Cross borders with Freshfields
Partners Paul Yde and Claude Stansbury
explain our approach in the antitrust
and tax spheres, respectively.
Paul Yde Claude Stansbury
Partner, Antitrust, Competition Partner, Tax
and Trade
Clients choose us for large, global and
We have three former advisers to often transformational transactions.
the Federal Trade Commission plus Our US tax lawyers join up with their
numerous staff attorneys from both colleagues to ensure that every legal,
the Commission and the Department commercial and practical aspect
of Justice (DOJ), so we understand of the matter is taken care of.
how these organizations work and With us, clients know they are in
think. This has helped us become one safe, experienced hands.
of the leading US firms for large-scale
second request merger reviews.
Clients choose us for large, global and often
transformational transactions.
11Regulation
Recent work
United Airlines regularly turns to Freshfields as its We advised Maersk Line on the global coordination
US antitrust counsel, including on its merger with of competition law issues relating to its $7.4bn
Continental Airlines, creating the world’s largest acquisition of Hamburg Süd. Combining the largest
airline, which was recognized as the year’s top and seventh largest container liner shipping
antitrust M&A defense by Global Competition Review companies in the world, the deal triggered merger
and The New York Times. We also have advised United filings in jurisdictions around the globe, including the
on: (1) the DOJ investigation and challenge to its slot EU (Phase I remedies), the United States, China, Brazil
acquisitions in New York City; (2) the DOJ investigation and Australia. In April 2018, the deal was named
and related civil complaints of alleged seat capacity “Merger Control Matter of the Year (Asia-Pacific,
and pricing coordination among US airlines; and Middle East and Africa)” by Global Competition Review in
(3) antitrust litigation including In re Transpacific its annual legal awards.
Passenger Air Transportation, a class action seeking
damages related to an alleged price-fixing cartel in
passenger service to Asia and Oceania (dismissed
without remedy in 2013).
Novartis chose Freshfields for various transactions
including (1) its recent $2.1bn acquisition of Endocyte;
(2) its strategic $8.7bn acquisition of AveXis;
(3) its $5.4bn sale of its animal health business to
Eli Lilly, a matter closely scrutinized before clearance
We advised Intel on its $16.7bn acquisition of Altera –
by the FTC; and (4) the simultaneous merger of its
the largest in the company’s history – which required
OTC business with GSK’s OTC business.
the coordination of US and multijurisdictional merger
clearances worldwide.
Rexam turned to Freshfields for advice on its $6.9bn
takeover by US-based Ball Corporation, combining
Kiekert, and its North American subsidiary, the world’s two largest producers of drinks cans amid
in the global auto parts price-fixing investigations, intense scrutiny from global competition regulators.
including a negotiated plea agreement with the
DOJ and follow-on litigation in the United States.
Johnson & Johnson regularly relies on Freshfields
to act as its US antitrust counsel, including on (1) its
$30bn acquisition of Swiss biotech company Actelion
We are defending PepsiCo in litigation arising from Pharmaceuticals (J&J’s largest ever acquisition); (2)
claims it breached state and federal antitrust law, its $3.3bn acquisition of Vogue International; and (3)
fiduciary duties and the Lanham Act, including a the $4bn sale of Ortho Clinical Diagnostics, a leading
successful motion to dismiss the antitrust claims. diagnostic technology and manufacturing company.
12Cross borders with Freshfields
Offers superb expertise across
the full range of competition law
matters, with notable expertise not
only in global mandates, but also
private enforcement and follow-on
class actions brought in individual
EU member states and the US.
Chambers Global 2017
13Litigation and Arbitration
Litigation and Arbitration
Defending
your business.
We will help you manage the mounting
threat from global investigations and follow-on
litigation, and protect your reputation and
investments in any country.
Our services
Multijurisdictional litigation | International arbitration
Global investigations | Consumer and product risk
Investment protection | Antibribery and corruption compliance
14Cross borders with Freshfields
Our US partners have been at the heart of some of the most
complex disputes in the world. Here, some of them talk about
why we excel at helping clients.
Adam Siegel Nigel Blackaby Aaron Marcu
Head of US Litigation Practice Global Co-head of International Partner, Litigation
Co-head of Global Arbitration Group
Many firms claim – justifiably –
Investigations Practice Co-head of Latin America Group
that they have excellent lawyers.
The extraterritorial nature of US law Chambers USA and The Legal 500 have But no firm can claim to be as good
means our clients face US legal issues both awarded us prizes as the leading as Freshfields in the global arena.
that reach far beyond US borders. arbitration practice in the United Our international knowledge and
This is Freshfields’ unique ability – States. Part of this strength derives experience is the biggest edge
to help our clients understand their from being very attuned to the we have over our US competitors,
challenges, negotiate multiple legal languages and cultures of the particularly in investigations
systems and curtail global risks. jurisdictions in which we defend our and litigation.
It’s a service that is far greater than clients, particularly Latin America.
the sum of its parts.
Our international knowledge and experience is the
biggest edge we have over our US competitors.
15Litigation and Arbitration
Linda Martin Noiana Marigo Daniel Braun
Partner, Litigation Co-head of Latin America Group Partner, Litigation
Working globally means that when In arbitration, our results speak for I joined Freshfields from the DOJ,
something goes wrong, you’re themselves: in about 98 percent of where I saw that it and other
potentially liable on a global scale. our cases we obtain either a victory enforcement agencies were pursuing
At Freshfields, no matter what or a satisfactory settlement, even more and more international
jurisdictions are involved, I can in the most challenging situations. investigations into commercial
collaborate with colleagues who know And our US team handles more activity. And in doing so,
their markets as well as I know US investment arbitration than any other US authorities were collaborating
law – and that means there’s no US-based firm: the combined claims more closely with their
dispute too complex for us to handle. of our US cases total around $40bn. counterparts around the world.
Highly skilled in multijurisdictional commercial and
white-collar criminal litigation ... Strong New York bench
complemented by an impressive global platform.
Chambers USA 2017
16Cross borders with Freshfields
Recent work
Freshfields achieved a As Monitor, appointed by the For one of the largest
landmark acquittal by a federal DOJ and MoneyGram to review expropriations in history –
jury for Raoul Weil, the former and assess, supported by a with claims valued in the
number three executive at UBS, global Freshfields team, tens of billions of dollars –
of the criminal tax charges MoneyGram’s compliance ConocoPhillips (and several
brought against him by the DOJ with its deferred prosecution of its Dutch subsidiaries) was
relating to his service as the agreement and legal obligations represented by Freshfields
head of UBS’s private bank. under the antimoney in an ICSID arbitration
laundering and antifraud against Venezuela under
laws in the United States and the Netherlands/Venezuela
around the world. bilateral investment treaty
and Venezuela’s foreign
investment laws.
If there’s a global corruption scandal afoot …
Freshfields’ lawyers will probably
be on the scene putting things in order.
Global Investigations Review 2016
17Freshfields in the United States
Freshfields in
the United States.
2003 2010
Major expansion of We provide antitrust advice on
US corporate, finance the United/Continental merger
and employment that created the world’s biggest
practices with hires airline at that time.
from New York’s
top-tier law firms.
#1
1977 1998 2006 firm for
cross-border M&A
New York Washington, DC First corporate
partners international
office opens office opens
arbitration
(Global Arbitration Review,
fifth straight year)
1998 2001 Freshfields is
recognized as a
2013
First wave of lateral top-ranked US firm
New York lawyers joins, for international
expanding capabilities arbitration, and
in finance. the first corporate
partners join.
8 partners 15 partners 33 partners
18 attorneys 37 attorneys 133 attorneys
18Cross borders with Freshfields
We now have 39 partners and nearly 200 attorneys in the United States,
and more than 350 US-qualified practitioners across the world.
Our US lawyers bring together decades of experience across all the areas
required for success in today’s complex and challenging business environment.
From M&A and finance to antitrust, tax and litigation, they handle the most
complex deals as a single, unified team.
2014 2015 2018
We win landmark acquittal for We advise Honeywell on its
Raoul Weil, former UBS executive, $5.1bn acquisition of metering 39 partners
on criminal tax charges brought company Elster – its largest
by the Department of Justice. M&A since 1999.
200 attorneys
#1
firm for
global antitrust
(Global Competition Review,
for 10 straight years)
2016
We advise Henderson Group on its merger
with Janus Capital, creating a global asset
manager with $320bn AUM.
19Cross borders with Freshfields
Transactions
Our US Dave Almroth
Partner, Finance,
New York
partners.
T +1 212 277 4070
E david.almroth@freshfields.com
They pick the best to put
the team together,
Valerie Ford Jacob
are very organized and their Partner, Capital Markets,
specialists are very well New York
T +1 212 284 4926
coordinated. They can E valerie.jacob@freshfields.com
handle global cases based
in several jurisdictions.
Chambers USA 2016
Mark Liscio
Partner, Finance,
New York
T +1 212 277 4029
E mark.liscio@freshfields.com
20 20Cross borders with Freshfields
James Douglas Aly El Hamamsy Matthew F. Herman
Partner, Finance, Partner, Corporate, Partner, Corporate,
New York New York New York
T +1 212 277 4030 T +1 212 284 4938 T +1 212 277 4037
E james.douglas@freshfields.com E aly.elhamamsy@freshfields.com E matthew.herman@freshfields.com
Thomas Jörgens Mena Kaplan Michael Levitt
Partner, Finance, Partner, Intellectual Property, Partner, Capital Markets,
New York New York New York
T +1 212 284 4975 T +1 212 284 4960 T +1 212 277 4004
E thomas.joergens@freshfields.com E mena.kaplan@freshfields.com E michael.levitt@freshfields.com
Peter D. Lyons Mitchell Presser Madlyn Primoff
Partner, Corporate, Partner, Corporate, Partner, Finance,
New York New York New York
T +1 212 284 4965 T +1 212 230 4650 T +1 212 277 4041
E peter.lyons@freshfields.com E mitchell.presser@freshfields.com E madlyn.primoff@freshfields.com
21Our US partners Transactions continued Omar Pringle Melissa Raciti-Knapp Jerome Ranawake Partner, Corporate, Partner, Finance, Partner, Finance, New York New York New York T +1 212 277 4056 T +1 212 277 4035 T +1 212 277 4034 E omar.pringle@freshfields.com E melissa.raciti@freshfields.com E jerome.ranawake@freshfields.com Brian Rance Scott Talmadge Timothy Wilkins Partner, Finance, Partner, Finance, Partner, Corporate, New York New York New York T +1 212 277 4080 T +1 212 277 4048 T +1 212 284 4939 E brian.rance@freshfields.com E scott.talmadge@freshfields.com E timothy.wilkins@freshfields.com 22
Cross borders with Freshfields
Regulation
Thomas Ensign Andrew Ewalt Howard Klein
Partner, Antitrust, Competition Partner, Antitrust, Competition Partner, People and Reward,
and Trade, Washington, DC and Trade, Washington, DC New York
T +1 202 777 4527 T +1 202 777 4591 T +1 212 277 4047
E thomas.ensign@freshfields.com E andrew.ewalt@freshfields.com E howard.klein@freshfields.com
Mary Lehner Eric Mahr Bruce McCulloch
Partner, Antitrust, Competition Partner, Antitrust, Competition Partner, Antitrust, Competition
and Trade, Washington, DC and Trade, Washington, DC and Trade, Washington, DC
T +1 202 777 4566 T +1 202 777 4500 T +1 202 777 4547
E mary.lehner@freshfields.com E eric.mahr@freshfields.com E bruce.mcculloch@freshfields.com
Robert Scarborough Claude Stansbury Paul Yde
Partner, Tax, Partner, Tax, Partner, Antitrust, Competition
New York Washington, DC and Trade, Washington, DC
T +1 212 277 4045 T +1 202 777 4507 T +1 202 777 4530
E robert.scarborough@freshfields.com E claude.stansbury@freshfields.com E paul.yde@freshfields.com
23Our US partners Litigation and Arbitration Nigel Blackaby Daniel Braun Eric Bruce Partner, Arbitration, Partner, Litigation, Partner, Litigation, Washington, DC Washington, DC Washington, DC T +1 202 777 4519 T +1 202 777 4528 T +1 202 777 4577 E nigel.blackaby@freshfields.com E daniel.braun@freshfields.com E eric.bruce@freshfields.com Elliot Friedman Timothy Harkness Aaron Marcu Partner, Arbitration, Partner, Litigation, Partner, Litigation, New York New York New York T +1 212 230 4666 T +1 212 230 4610 T +1 212 284 4954 E elliot.friedman@freshfields.com E timothy.harkness@freshfields.com E aaron.marcu@freshfields.com Noiana Marigo Linda Martin Olivia Radin Partner, Arbitration, Partner, Litigation, Partner, Litigation, New York New York New York T +1 212 284 4969 T +1 212 277 4017 T +1 212 284 4925 E noiana.marigo@freshfields.com E linda.martin@freshfields.com E olivia.radin@freshfields.com 24
Cross borders with Freshfields
Caroline Richard Adam Siegel Kimberly Zelnick
Partner, Arbitration, Partner, Litigation, Partner, Litigation,
Washington, DC New York New York
T +1 202 777 4561 T +1 212 277 4032 T +1 212 277 4010
E caroline.richard@freshfields.com E adam.siegel@freshfields.com E kimberly.zelnick@freshfields.com
25Cross borders with Freshfields
Transactions
I was completely satisfied.
The [banking and finance] team is
proactive and knowledgeable.
The lawyers are extremely committed
to our transactions and are really
thorough. They perform beyond our
expectations and never let us down.
Chambers Global 2016
26This material is provided by the US law firm Freshfields Bruckhaus Deringer US LLP and the international law firm Freshfields Bruckhaus Deringer LLP (a limited liability partnership
organized under the law of England and Wales) (the UK LLP) and by the offices and associated entities of the UK LLP practicing under the Freshfields Bruckhaus Deringer name in a number
of jurisdictions, together referred to in the material as “Freshfields.” For regulatory information please refer to www.freshfields.com/support/legalnotice.
Freshfields Bruckhaus Deringer US LLP has offices in New York City and Washington, DC. The UK LLP has offices or associated entities in Austria, Bahrain, Belgium, China, England,
France, Germany, Hong Kong, Italy, Japan, the Netherlands, Russia, Singapore, Spain, the United Arab Emirates and Vietnam.
This material is for general information only and is not intended to provide legal advice. Prior results do not guarantee a similar outcome.
© Freshfields Bruckhaus Deringer US LLP, January 2019, 07673freshfields.com
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