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Cross borders with confidence.
Cross borders with Freshfields.
Making high-impact business decisions in our
interconnected world has never been more
challenging.
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.
While every big law firm can say it has people in the key jurisdictions, we’ve got you covered by the very best.
2
Cross borders with Freshfields
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.
Peter Lyons US Regional Managing Partner
3
Cross borders with Freshfields
Freshfields Bruckhaus Deringer US LLP
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.
4
Cross borders with Freshfields
150+countries we’ve helped clients do business in
210+lawyers ranked in
Chambers Global 2018
+30%of our transactional work in the last year involved
client investments in high-growth markets
$1tnin cross-border deals in the past five years, more
than any other firm
So while many firms talk about having a global service, we live it,
deliver it and excel at it.
• We have 78 different nationalities working across the firm and speaking more than 70 languages.
• In the last three years, we’ve worked in more than 150 countries.
• Around a third of our revenue comes from work in countries where we don’t have an office.
• In the past five years, we’ve handled more cross-border deals by value than any other firm, many involving advice in complex, emerging markets.
• We have more than 100 “country partners” who know their jurisdictions intimately and understand how to do business there.
Our US partners have decades of top-level experience in the key disciplines for US and global organizations. We work seamlessly with our peers in Europe, the Middle East, Asia, Latin America and
Africa, delivering domestic US advice of the highest quality and tackling the most challenging cross-border issues from an unrivaled international platform.
All our lawyers know the markets as well as the law. We understand the cultural, political and economic factors at play, and the way national and international regulators operate – and cooperate.
But where needed, we complement this with our StrongerTogether relationships. We can call on lawyers working with more than 300 core firms in 200 jurisdictions.
This means each client gets a tailored team that combines our international experience with the best on-the-ground knowledge: whatever and wherever the job, clients always get the same 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
Cross borders with Freshfields
Our services M&A | Restructuring and insolvency | Listings
Capital raising | Investments | Divestitures and carveouts Complex contracts
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.
6
Transactions
Matthew Herman Co-head of Global M&A
The firm, particularly our M&A franchise, functions on a jurisdictionally agnostic basis and is driven by a culture of innovation. This means we give clients fully integrated, value-added solutions that solve their most complex problems in a novel manner.
Mitchell Presser Head of US M&A Practice
Our US M&A partners have advised on some of the world’s biggest, most complex M&A and private equity transactions. There is no substitute for our experience and market knowledge.
But what else makes us stand out from the pack? Some of our US partners explain. ...
The firm, particularly our M&A franchise, functions on a jurisdictionally agnostic basis and is driven by a culture
of innovation.
7
Cross borders with Freshfields
8
Transactions
James Douglas Head of US Finance Practice
Success in global finance requires in-depth knowledge of the US markets, perspective on global markets – and the ability to execute in every major financial center. We can pivot seamlessly between New York, London, Frankfurt and Hong Kong, allowing us to deliver the best possible solutions for our clients’ financing needs.
Valerie Ford Jacob Co-head of Global Capital Markets Practice Co-head of Financial Institutions Group
Clients look at the reputation and standing of their law firms. But they also choose their individual lawyers carefully – and we have the best.
Mark Liscio Restructuring and Insolvency
To succeed in today’s complex, competitive insolvency and restructuring arena, you need seasoned counsel with high-level experience in both bankruptcy cases and debt restructurings. Our US team has represented clients in many of the largest 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.
Melissa Raciti-Knapp Co-head of Latin America Practice
Seemingly US-only matters can have international elements. Recently, I worked on two financings under New York law for projects in Mississippi and Arkansas but the lenders were European and the sponsors were Brazilian.
9
Cross borders with Freshfields
Recent work
We advised Starbucks Corporation on its $7.15bn global coffee alliance
with Nestlé.
We advised BASF, a German chemical company and the largest chemical producer in the world,
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 by The Boeing Co. and the spinoff of its
energy services business.
We advised Unimin Corporation and its parent Sibelco on Unimin’s merger with
Fairmount Santrol, valued at $6bn.
We advised the HKSE-listed Global Brands Group on its $1.38bn sale of a significant part its
North American business to Differential Brands Group, a portfolio company of Tengram
Capital Partners.
We advised London Stock Exchange Group on its $685m acquisition of The Yield Book and Citi Fixed Income Indices; and on its
acquisition of Mergent.
We advised Formula One Group (F1), together with its shareholders including CVC Capital Partners, on the $8bn sale of
F1 to Liberty Media Corporation.
We advised Henderson Group on its $6bn all-stock merger of equals with Janus Capital to
form Janus Henderson Global Investors, which has assets under management of more than $320bn.
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
10
Regulation
Paul Yde Partner, Antitrust, Competition and Trade
We have three former advisers to the Federal Trade Commission plus numerous staff attorneys from both the Commission and the Department of Justice (DOJ), so we understand how these organizations work and think. This has helped us become one of the leading US firms for large-scale second request merger reviews.
Claude Stansbury Partner, Tax
Clients choose us for large, global and often transformational transactions. Our US tax lawyers join up with their colleagues to ensure that every legal, commercial and practical aspect of the matter is taken care of. With us, clients know they are in safe, experienced hands.
Clients choose us for large, global and often transformational transactions.
Partners Paul Yde and Claude Stansbury explain our approach in the antitrust and tax spheres, respectively.
11
Cross borders with Freshfields
12
Regulation
Recent work
United Airlines regularly turns to Freshfields as its US antitrust counsel, including on its merger with Continental Airlines, creating the world’s largest airline, which was recognized as the year’s top
antitrust M&A defense by Global Competition Review and The New York Times. We also have advised United on: (1) the DOJ investigation and challenge to its slot
acquisitions in New York City; (2) the DOJ investigation and related civil complaints of alleged seat capacity
and pricing coordination among US airlines; and (3) antitrust litigation including In re Transpacific
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).
We advised Intel on its $16.7bn acquisition of Altera – the largest in the company’s history – which required 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
the world’s two largest producers of drinks cans amid intense scrutiny from global competition regulators.
Kiekert, and its North American subsidiary, in the global auto parts price-fixing investigations,
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
Pharmaceuticals (J&J’s largest ever acquisition); (2) its $3.3bn acquisition of Vogue International; and (3) the $4bn sale of Ortho Clinical Diagnostics, a leading diagnostic technology and manufacturing company.
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 by the FTC; and (4) the simultaneous merger of its
OTC business with GSK’s OTC business.
We are defending PepsiCo in litigation arising from claims it breached state and federal antitrust law, fiduciary duties and the Lanham Act, including a successful motion to dismiss the antitrust claims.
We advised Maersk Line on the global coordination of competition law issues relating to its $7.4bn
acquisition of Hamburg Süd. Combining the largest and seventh largest container liner shipping
companies in the world, the deal triggered merger filings in jurisdictions around the globe, including the EU (Phase I remedies), the United States, China, Brazil
and Australia. In April 2018, the deal was named “Merger Control Matter of the Year (Asia-Pacific,
Middle East and Africa)” by Global Competition Review in its annual legal awards.
13
Cross 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
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
Litigation and Arbitration
14
Aaron Marcu Partner, Litigation
Many firms claim – justifiably – that they have excellent lawyers. But no firm can claim to be as good as Freshfields in the global arena. Our international knowledge and experience is the biggest edge we have over our US competitors, particularly in investigations and litigation.
Nigel Blackaby Global Co-head of International Arbitration Group Co-head of Latin America Group
Chambers USA and The Legal 500 have both awarded us prizes as the leading arbitration practice in the United States. Part of this strength derives from being very attuned to the languages and cultures of the jurisdictions in which we defend our clients, particularly Latin America.
Adam Siegel Head of US Litigation Practice Co-head of Global Investigations Practice
The extraterritorial nature of US law means our clients face US legal issues that reach far beyond US borders. This is Freshfields’ unique ability – to help our clients understand their challenges, negotiate multiple legal systems and curtail global risks. It’s a service that is far greater than the sum of its parts.
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.
Our international knowledge and experience is the biggest edge we have over our US competitors.
15
Cross borders with Freshfields
16
Litigation and Arbitration
Daniel Braun Partner, Litigation
I joined Freshfields from the DOJ, where I saw that it and other enforcement agencies were pursuing more and more international investigations into commercial activity. And in doing so, US authorities were collaborating more closely with their counterparts around the world.
Linda Martin Partner, Litigation
Working globally means that when something goes wrong, you’re potentially liable on a global scale. At Freshfields, no matter what jurisdictions are involved, I can collaborate with colleagues who know their markets as well as I know US law – and that means there’s no dispute too complex for us to handle.
Noiana Marigo Co-head of Latin America Group
In arbitration, our results speak for themselves: in about 98 percent of our cases we obtain either a victory or a satisfactory settlement, even in the most challenging situations. And our US team handles more investment arbitration than any other US-based firm: the combined claims of our US cases total around $40bn.
Recent work
Highly skilled in multijurisdictional commercial and white-collar criminal litigation ... Strong New York bench
complemented by an impressive global platform.Chambers USA 2017
17
Cross borders with Freshfields
Recent work
Freshfields achieved a landmark acquittal by a federal jury for Raoul Weil, the former number three executive at UBS,
of the criminal tax charges brought against him by the DOJ
relating to his service as the head of UBS’s private bank.
As Monitor, appointed by the DOJ and MoneyGram to review
and assess, supported by a global Freshfields team,
MoneyGram’s compliance with its deferred prosecution
agreement and legal obligations under the antimoney
laundering and antifraud laws in the United States and
around the world.
For one of the largest expropriations in history – with claims valued in the tens of billions of dollars – ConocoPhillips (and several
of its Dutch subsidiaries) was represented by Freshfields
in an ICSID arbitration against Venezuela under
the Netherlands/Venezuela 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
18
Freshfields in the United States
18 37 133attorneys attorneys attorneys
8 15 33partners partners partners
1977 New York
office opens
1998 2001First wave of lateral New York lawyers joins, expanding capabilities in finance.
2013Freshfields is recognized as a top-ranked US firm for international arbitration, and the first corporate partners join.
2003Major expansion of US corporate, finance and employment practices with hires from New York’s top-tier law firms.
2010We provide antitrust advice on the United/Continental merger that created the world’s biggest airline at that time.
Freshfields in the United States.
#1 firm for
cross-border M&A international
arbitration(Global Arbitration Review,
fifth straight year)
2006First corporate
partners
1998 Washington, DC
office opens
19
Cross borders with Freshfields
200
39 partners
2018
attorneys
2016We advise Henderson Group on its merger with Janus Capital, creating a global asset manager with $320bn AUM.
2014We win landmark acquittal for Raoul Weil, former UBS executive, on criminal tax charges brought by the Department of Justice.
2015We advise Honeywell on its $5.1bn acquisition of metering company Elster – its largest M&A since 1999.
#1 firm for
global antitrust (Global Competition Review,
for 10 straight years)
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.
20 20
Cross borders with Freshfields
Transactions
Valerie Ford Jacob Partner, Capital Markets, New York
T +1 212 284 4926E valerie.jacob@freshfields.com
Mark LiscioPartner, Finance, New York
T +1 212 277 4029 E mark.liscio@freshfields.com
Dave AlmrothPartner, Finance, New York
T +1 212 277 4070 E david.almroth@freshfields.com
Our US partners.
They pick the best to put the team together,
are very organized and their specialists are very well coordinated. They can
handle global cases based in several jurisdictions.
Chambers USA 2016
21
Cross borders with Freshfields
Transactions
Michael LevittPartner, Capital Markets, New York
T +1 212 277 4004E michael.levitt@freshfields.com
Madlyn PrimoffPartner, Finance, New York
T +1 212 277 4041 E madlyn.primoff@freshfields.com
Matthew F. HermanPartner, Corporate, New York
T +1 212 277 4037 E matthew.herman@freshfields.com
Peter D. LyonsPartner, Corporate, New York
T +1 212 284 4965 E peter.lyons@freshfields.com
James DouglasPartner, Finance, New York
T +1 212 277 4030 E james.douglas@freshfields.com
Thomas JörgensPartner, Finance, New York
T +1 212 284 4975 E thomas.joergens@freshfields.com
Mena KaplanPartner, Intellectual Property, New York
T +1 212 284 4960 E mena.kaplan@freshfields.com
Aly El HamamsyPartner, Corporate, New York
T +1 212 284 4938 E aly.elhamamsy@freshfields.com
Mitchell PresserPartner, Corporate, New York
T +1 212 230 4650 E mitchell.presser@freshfields.com
22
Our US partners
Transactions continued
Melissa Raciti-KnappPartner, Finance, New York
T +1 212 277 4035 E melissa.raciti@freshfields.com
Jerome RanawakePartner, Finance, New York
T +1 212 277 4034 E jerome.ranawake@freshfields.com
Brian RancePartner, Finance, New York
T +1 212 277 4080 E brian.rance@freshfields.com
Scott TalmadgePartner, Finance, New York
T +1 212 277 4048 E scott.talmadge@freshfields.com
Timothy WilkinsPartner, Corporate, New York
T +1 212 284 4939 E timothy.wilkins@freshfields.com
Omar PringlePartner, Corporate, New York
T +1 212 277 4056 E omar.pringle@freshfields.com
23
Cross borders with Freshfields
Regulation
Thomas EnsignPartner, Antitrust, Competition and Trade, Washington, DC
T +1 202 777 4527 E thomas.ensign@freshfields.com
Eric MahrPartner, Antitrust, Competition and Trade, Washington, DC
T +1 202 777 4500 E eric.mahr@freshfields.com
Bruce McCullochPartner, Antitrust, Competition and Trade, Washington, DC
T +1 202 777 4547 E bruce.mcculloch@freshfields.com
Paul YdePartner, Antitrust, Competition and Trade, Washington, DC
T +1 202 777 4530 E paul.yde@freshfields.com
Andrew EwaltPartner, Antitrust, Competition and Trade, Washington, DC
T +1 202 777 4591 E andrew.ewalt@freshfields.com
Howard KleinPartner, People and Reward, New York
T +1 212 277 4047 E howard.klein@freshfields.com
Robert ScarboroughPartner, Tax, New York
T +1 212 277 4045 E robert.scarborough@freshfields.com
Claude StansburyPartner, Tax, Washington, DC
T +1 202 777 4507 E claude.stansbury@freshfields.com
Mary LehnerPartner, Antitrust, Competition and Trade, Washington, DC
T +1 202 777 4566 E mary.lehner@freshfields.com
24
Our US partners
Litigation and Arbitration
Nigel BlackabyPartner, Arbitration, Washington, DC
T +1 202 777 4519 E nigel.blackaby@freshfields.com
Timothy HarknessPartner, Litigation, New York
T +1 212 230 4610 E timothy.harkness@freshfields.com
Noiana MarigoPartner, Arbitration, New York
T +1 212 284 4969 E noiana.marigo@freshfields.com
Daniel BraunPartner, Litigation, Washington, DC
T +1 202 777 4528 E daniel.braun@freshfields.com
Elliot FriedmanPartner, Arbitration, New York
T +1 212 230 4666 E elliot.friedman@freshfields.com
Aaron MarcuPartner, Litigation, New York
T +1 212 284 4954 E aaron.marcu@freshfields.com
Linda MartinPartner, Litigation, New York
T +1 212 277 4017 E linda.martin@freshfields.com
Olivia RadinPartner, Litigation, New York
T +1 212 284 4925 E olivia.radin@freshfields.com
Eric BrucePartner, Litigation, Washington, DC
T +1 202 777 4577 E eric.bruce@freshfields.com
25
Cross borders with Freshfields
Litigation and Arbitration
Caroline RichardPartner, Arbitration, Washington, DC
T +1 202 777 4561 E caroline.richard@freshfields.com
Adam SiegelPartner, Litigation, New York
T +1 212 277 4032 E adam.siegel@freshfields.com
Kimberly ZelnickPartner, Litigation, New York
T +1 212 277 4010 E kimberly.zelnick@freshfields.com
26
Cross borders with FreshfieldsTransactions
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
This 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, 07673
freshfields.com
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