Practice/Industry Group Overview
Mayer Brown's Chemicals practice consists of a multidisciplinary team of lawyers with extensive industry knowledge and resources. The group comprises lawyers from across the firm’s practices. These lawyers are experienced in dealing with the issues affecting the chemicals industry globally, including transactions, environmental and regulatory matters, dispute resolution, antitrust and competition, risk management, investigations and compliance, government and global trade, intellectual property and tax.
At Mayer Brown, we have a long history of providing clients in the global chemicals sector with practical and effective legal support. Our clients range from emerging companies to some of the largest chemical companies in the world. A number of our lawyers have worked within companies in the chemicals sector either on secondment from the firm or in senior positions as in-house counsel. As a result, our Chemicals practice has firsthand knowledge of key technical, operational, strategic and commercial aspects of the sector from the perspective of its many chemicals industry clients. We also represent a significant number of regional, national and global banks, investment banks and other investors in capital markets and structured finance transactions in the chemicals industry.
Our geographic reach and on-the-ground presence in most of the world’s key business and finance centers allows us to assist our clients in structuring and coordinating cross-border transactions and other transnational legal matters. Our in-depth experience, gained by working across business areas and issues with chemical companies and networking with leading industrial organizations, provides our lawyers with insight into legal and regulatory challenges facing the industry.
Our Chemicals practice provides advice on the full range of issues, including:
- Environmental & Regulatory
- Dispute Resolution
- Antitrust & Competition
- Risk Management, Investigations & Compliance
- Government & Global Trade
- Intellectual Property
Clients turn to us for advice in structuring, managing and documenting their transactions, including the most complex, time-sensitive and critical deals.
We have represented domestic and multinational clients in all forms of transactions, including mergers and acquisitions, divestitures/disposals, contested transactions, management and other buyouts, recapitalizations, reorganizations, tender offers and joint ventures. Our chemicals team has extensive experience in assisting with all aspects of transactions, including site separation mechanics, shared facility agreements, business, site and other service agreements, lease agreements, toll and contract manufacturing agreements, supply agreements, power arrangements and IP agreements.
We provide competition and antitrust advice on a variety of cross-border transactions to ensure compliance with regulations and other guidelines in the Americas, Asia and Europe. We also draw upon our litigation experience to assist companies in evaluating potential product and commercial liability risks in formal and informal due diligence for transactions in all forms, including risks of existing or emerging toxic torts, product liability and commercial disputes.
Lawyers from the firm’s Capital Markets practice provide legal knowledge, market experience and international insight with the financial products central to financial institutions. We work with many of the Fortune 100 companies, most leading global banks, broker-dealers, asset managers and insurance companies. The impact of this experience is that our clients gain thoughtful, creative solutions to the challenges encountered in capital markets transactions. Mayer Brown’s experience in the chemicals industry allows us to quickly and seamlessly provide the proper context for the regulatory, disclosure and other commercial issues that arise during the course of a capital markets transaction. There is no substitute for having lawyers on a deal team who have a sophisticated understanding of their client’s business.
With our multijurisdictional capabilities and deep understanding of the capital markets and structured finance (including securitization), we are ideally placed to advise on global project finance. The firm’s award-winning Projects Group is regularly involved in some of the largest and most innovative projects across the globe. Our experience ranges across sectors and hemispheres, including countries in Europe, Asia and the Middle East. The depth and quality of our domestic and international teams bring together skills in risk assessment, project appraisal and project documentation, including concession agreements, project development agreements, partnership and joint venture agreements, acquisition agreements, management agreements and subcontracting arrangements for a diverse group of clients, including developers, sponsors, investors, contractors, operators, commercial and investment banks and governments and public agencies.
Environmental and Regulatory
We have experienced and accomplished teams of lawyers who “first chair” litigation matters and advise on transactional and regulatory matters related to environmental concerns. In transactional matters, we identify, evaluate and manage environmental risks in multi-jurisdictional corporate, real estate and finance transactions. We take an appropriate, consistent and cost-effective approach to managing the due diligence/disclosure process with the aim of delivering practical, commercially effective solutions.
In regulatory matters, including the REACH legislation and global climate change issues, we have experience in all relevant jurisdictions. For example, we have a multidisciplinary regulatory team that includes in-house scientific expertise and that provides leading edge assistance to help our chemicals clients comply with and manage complex regulatory requirements, such as the regulations adopted in the European Union and elsewhere pursuant to the Global Harmonized System (GHS). Lawyers in the group participated in the Framework Convention on Climate Change (FCCC) and the Kyoto Protocol negotiating process and have been involved in developing a post-Kyoto agreement architecture. At the same time, we have a thorough understanding of the broader regulatory context in which our clients operate.
Our lawyers have been at the forefront of developing policy on the legal aspects of climate change and have assisted clients with all associated activities, including legislative and regulatory advice, emissions trading, climate change levy agreements, carbon capture and storage, energy efficiency issues and compliance with greenhouse gases permits. We are also at the forefront of the regulatory debate on nanotechnologies. Our broad understanding of these and other regulatory issues offers insight that is valuable to helping chemical companies ensure global market access in compliance with regional and local regulatory requirements.
We have substantial experience in successfully leading a broad spectrum of cases, including civil and criminal enforcement actions, statutory cleanup actions, refusal of environmental permits, environmental prosecutions, and mass tort and toxic tort actions. We have particular experience handling and prevailing in large cases combining governmental investigations or prosecutions and mass civil claims. Our work has included defending chemical companies, suppliers and insurers against a wide range of consumer and product liability claims, and we have worked on matters dealing with some of the most well-known chemicals and substances (such as asbestos) to those on the cutting edge of emerging claims and litigation (such as bis-phenol A, food flavorings and MTBE).
Of particular interest to the chemicals industry, the firm’s Supreme Court & Appellate practice has comprehensive experience in the area of preemption, having secured dismissal on federal preemption grounds—at trial or on appeal—in purported class actions involving everything from bank fees and practices to product liability; lawyers in the group have been involved in virtually every Supreme Court product liability preemption case—representing either a party or an amicus—in the past 10 years. Unlike many other firms, we believe in an integrated trial approach in which our appellate group regularly assists at the trial level and with briefing and arguing pre-trial motions, handling post-trial motions and working closely with trial counsel to shape legal strategy and properly preserve the record for appeal.
We also provide advice on a broad range of commercial disputes, including various forms of breach of contract and warranty, post-closing matters, business torts, qui tam and “whistleblower” litigation. In addition to our representation in courts in multiple jurisdictions, we have extensive experience in international arbitrations and other domestic arbitrations and mediations of disputes. Supporting our dispute resolution work, we are also leaders in the field of electronic discovery and records management.
Antitrust and Competition
Mayer Brown's Antitrust & Competition practice works with clients on a broad variety of issues as they apply to the chemical industry, including mergers and acquisitions, internal investigations and government proceedings, including criminal investigations and enforcement proceedings, and civil litigation related to price fixing, allocation of markets, monopolization and other abuse of dominance charges. We are experienced in representing clients in the chemical industry in matters involving the US Department of Justice, the Federal Trade Commission, the European Commission and various national competition authorities and in private damages actions brought by civil plaintiffs around the world. We also are ideally placed to advise clients with respect to the new competition regime in China thanks to our 2008 combination with the leading Asian law firm JSM (formerly Johnson Stokes & Master). In addition, we regularly advise and counsel our clients on all aspects of antitrust compliance and risk assessment.
Risk Management, Investigations and Compliance
Our experience allows us to identify weaknesses in internal controls and business activities that could present risks of enforcement actions. Our lawyers help companies evaluate and enhance their best compliance practices and develop appropriate procedures and policies in response to the changed regulatory landscape, including the Sarbanes-Oxley Act, Regulation FD and the Foreign Corrupt Practices Act, and the increasingly aggressive enforcement efforts of prosecutors and regulators across the globe. Using our insight into how prosecutors apply criminal law to alleged business crimes, we work with clients to undertake compliance audits and draft, implement and monitor compliance plans.
Our defense team conducts independent internal investigations on behalf of corporate management, boards of directors, audit or special litigation committees, government agencies and other investigators; we have suggested corrective measures that have resolved or lessened later enforcement actions. We are able to staff these matters with a diverse team of seasoned criminal defense and compliance lawyers whose prior government and investigative experience make them the optimal choice for these assignments.
In addition to these broad capabilities, we are advocates of the concept of “product stewardship,” which is aimed at spotting potential problems and minimizing the associated risks as early as possible. We can also advise on whether and how to augment insurance coverage in connection with potential product liability claims.
Our analytical approach is the foundation of insightful risk management advice to help clients reduce and manage the risks of litigation and claims on an ongoing basis. We provide practical ways that companies can limit their risk exposure, and, as part of our advice for clients, we can help them develop model supplier and vendor agreements, review product labels, draft and review compliance programs, develop document retention policies, assess existing or contemplated processes for potential risks, and advise on ways to minimize potential litigation or regulatory exposures.
Government and Global Trade
Mayer Brown's Government and Global Trade practices have earned international recognition for using sophisticated political experience and leading-edge legal knowledge to help shape government and trade policy, legislation, and regulations in the Americas, Asia, Europe and key countries and regions around the world. The lawyers, lobbyists and other professionals in our groups are strategic thinkers who help clients to advance their domestic and global goals.
The firm’s IP practice offers a full range of services, including litigation and enforcement, counseling, prosecution and transactions. Our global IP capabilities, coupled with our multidisciplinary approach to today’s emerging issues in the development, protection and exploitation of intellectual property assets, are well-matched for companies in the chemicals industry. We offer comprehensive assistance in key business centers around the world. Many of our IP lawyers in the United States are admitted before the US Patent and Trademark Office (PTO). In addition, roughly half of our US IP lawyers have technical degrees in such fields as biochemistry, chemistry, pharmacy, microbiology, electrical, mechanical and chemical engineering and computer science, and a number of them have worked as scientists and engineers before becoming lawyers. Our European lawyers deal with cross-border patent issues and strategically manage some of the largest and most recognized global brands. In Asia, we have a highly experienced team of focused IP lawyers who have practiced in Hong Kong, China and the broader Asian region for many years. As a result, we know not only IP law, but also its practical application.
With more than 100 tax lawyers in our ten worldwide offices, the breadth of Mayer Brown's tax practice is difficult to match. Our tax planning lawyers regularly advise on domestic and cross-border restructurings and related planning projects and have represented clients in many major corporate transactions. We have particular experience in the area of transfer pricing and have advised chemical companies on the tax, customs and VAT ramifications of all facets of their value chains, including the development, transfer and exploitation of high-value intangibles, related and unrelated party manufacturing, and worldwide distribution. Our tax controversy lawyers represent clients of all sizes concerning any phase of a tax dispute, from even before a tax audit begins through litigation in the courtroom.