Sullivan & Cromwell LLP

European Union competition law has a major impact on businesses operating in the EU. For that reason, it is one of Sullivan & Cromwell’s core practice areas, and the Firm regularly advises clients on all aspects of competition law and related areas of regulation.

S&C’s EU competition law team focuses on:

• merger control clearances under the EU Merger Regulation and EU member states’ merger control laws;
• defending companies under investigation by the European Commission and national authorities for alleged infringement of articles 101 and 102 of the Treaty on the Functioning of the European Union or equivalent laws;
• advising on competition law aspects of commercial agreements, such as distribution agreements, technology transfer, research and development, and specialization agreements, and on competition law aspects of unilateral conduct;
• designing and implementing compliance training and advising on responding to “dawn raid” investigations by competition authorities in Europe;
• EU state aid;
• sector regulation based on EU directives, particularly in the energy sector; and
• foreign investment and public security regulatory aspects of mergers, acquisitions and joint ventures.

SELECTED REPRESENTATIONS

Sullivan & Cromwell’s EU competition team works on a wide range of challenging assignments, including merger clearance and all other aspects of EU competition law. Recent highlights include representations of:

• Goldman Sachs Funds, in their DKK 8 billion investment in DONG Energy, Denmark’s largest energy company. S&C advised on a range of issues, including on obtaining EU competition approval for this high-profile acquisition. (2014)
   
• Priceline, on competition matters relating to its $1.8 billion acquisition of Kayak Software, an online travel company. Priceline is a leading online travel reservation company, providing services across 180 countries. S&C’s role on competition law aspects comprised obtaining approval for the transaction from authorities in Austria, Germany, the United Kingdom and the United States. (2013)
   
• Novaled, in relation to the sale of its business to Samsung Electronics and Cheil Industries. S&C advised all 27 selling shareholders of Novaled, a producer of organic light-emitting diodes for display and lighting, on a range of aspects of the acquisition, including antitrust matters. (2013)
   
• Apollo Tyres, on competition matters relating to its pending $2.5 billion acquisition of Cooper Tire & Rubber. S&C is providing a full spectrum of legal advice, including on global competition matters. (2013–present)
   
• Cytec Industries, on competition law matters relating to its $1.15 billion sale of its coating-raisins business to Advent International. The business sold by Cytec included facilities and subsidiaries located throughout Europe, Asia, the United States and the Americas. (2013)
   
• Technicolor, in relation to the European Commission’s investigation into conduct by producers of cathode ray tubes used in televisions and computer screens. The European Commission found that seven producers operated a cartel. The producers were fined, although S&C secured a much-reduced fine for Technicolor. (2012)
   
• Fiat, on global competition law related to its acquisition of Chrysler. S&C advised on all competition law aspects of the transaction, which had a novel and complex structure and brought together two companies with operations throughout the world. The Firm’s work involved representing Fiat before the European Commission and U.S. antitrust authorities and coordinating merger clearances in a large number of jurisdictions. (2011)
   
• Mitsubishi UFJ Financial Group, on its acquisition of shares in Morgan Stanley. (2011)
   
• Verifone Systems, on its acquisition of Hypercom, a global payment technology provider, in an all-stock transaction valued at approximately $600 million. S&C advised on the transaction, including on international competition matters. The transaction brought together two major payment terminal providers and gave rise to competition law sensitivity in the United States, Spain and the United Kingdom. (2011)
   
• Goldman Sachs, on the acquisition, with TPG Capital, of Ontex for a total consideration of €1.2 billion. S&C advised Goldman Sachs on all aspects of the transaction, including on EU competition matters. (2010)

At the time, this was the largest leveraged buyout in Europe.

• Silver Lake Partners, an investor consortium, on its acquisition of a 65 percent interest in Skype Technologies from eBay. The transaction valued Skype at $2.75 billion. S&C advised on a wide range of issues, including on competition law matters. (2009)
   
• Mainova, N-ERGIE and SW Hannover, the municipal energy companies of Frankfurt, Nuremberg and Hanover, which, together with other German municipal energy companies, formed Integra to purchase Thüga from E.ON. Thüga has shareholdings in about 90 municipal energy companies in Germany. (2009)
   
• Commerzbank, Germany’s second-largest bank by balance sheet, on its acquisition of Dresdner Bank from Allianz. The transaction, valued at €9.8 billion, was the largest combination of two German banks at that date and created a leading European bank with a balance sheet in excess of €1 trillion. S&C advised on all aspects of the transaction, including on EU competition matters. (2008)
   
• PERILS, on competition law aspects of the formation of the Pan European Risk Insurance Linked Services venture, an industrywide venture with eight major insurance and reinsurance firms as the company’s founding shareholders: Alliance, AXA, Groupama, Guy Carpenter, Munich Re, Partner Re, Swiss Re and Zurich. (2008)
   
• Hilton Hotels, in connection with its $26 billion acquisition by the Blackstone Group. (2007)
   
• Aventis, a French pharmaceutical company, in relation to the $68.1 billion (initially hostile) acquisition by Sanofi-Synthélabo Pharmaceuticals. S&C handled the EU and U.S. competition issues, and the resulting antitrust review was a key element in the offer process. (2004)
   
• AIG, on the European Commission investigation into the provision of aviation insurance. The commission closed the investigation on the basis of a settlement package and without finding infringement. S&C, although retained by AIG, acted as lead counsel for the London aviation insurers in the settlement discussions with the commission.
   
• Morgan Crucible, on two cartel investigations by the European Commission, wherein S&C secured in both cases full indemnity from fines under the European Commission’s leniency program.

Sullivan & Cromwell is committed to fostering a diverse and inclusive work environment. We believe that diversity is vital to the Firm’s ability to provide our clients with the highest level of service. Accordingly, the Firm’s culture and policies value the unique abilities and perspectives of every individual and support diversity in its broadest sense, including race, gender, ethnicity, sexual orientation, gender identity, gender expression, disability and religious affiliation. 

The Firm’s Diversity Committee, which is charged with assisting in the development of a diverse and inclusive workforce, is comprised of lawyers who hold positions of leadership and influence within the Firm. A member of the Firm’s Management Committee co-chairs the Diversity Committee. Other members of the Diversity Committee include the Firm’s senior chairman, practice group managing partners, hiring partners, assigning partners, chairs of the Firm’s associate affinity networks, and chairs of the Women’s Initiative Committee. The Firm also has a Diversity Management Department (“DMD”), which is charged with developing, implementing and coordinating the Firm’s diversity and inclusion initiatives, events and programs. Realizing the importance of an integrated approach, the DMD works closely with our Recruiting, Professional Development and Legal Personnel Departments to monitor the effectiveness of our extensive diversity initiatives and programs to further the Firm’s mission.

This ongoing commitment has led to great results, including the increased diversity of our partnership. As of January 1, 2013, the Firm had elected thirty-nine partners worldwide in the prior six years; of these thirty-nine partners, thirteen are women, eleven are minorities, and one is openly gay.

In its most recent rankings, Vault listed S&C as among the “20 Best Law Firms for LGBT Diversity.” In addition, MultiCultural Law magazine has named S&C to its annual lists of the “Top 100 Law Firms for Women” and “Top 100 Law Firms for Diversity” for several years, including most recently in 2012. Click here for Diversity Recognitions.

In addition, our lawyers have diverse backgrounds; they speak over 30 languages fluently and they come from approximately 40 different countries and 150 different law schools.