European Community (“EC”) competition law has a major impact on businesses operating in the EC and, for that reason, is one of our core practice areas. At Sullivan & Cromwell, our EC competition law team includes acknowledged leaders in this field and focuses on issues and proceedings arising out of Articles 81 and 82 of the Treaty of Rome (the EC analogs to Sections 1 and 2 of the Sherman Act); the block exemptions from Article 81 for arrangements such as vertical agreements, technology transfer, R&D and specialization agreements; the EC Merger Regulation, which requires pre-notification of large mergers having a European dimension; and advice on state aid issues and on other aspects of EC law. Our EC competition work often links directly to S&C’s mergers and acquisitions practice and other practice areas, such as project finance.

We advise U.S., European, Asian, Australian, Latin American and other clients on the competition law implications of mergers, acquisitions, joint ventures, long term supply agreements and other business arrangements. We prepare pre-merger notifications under the EC Merger Regulation.  We advise on other aspects of the EC merger review process, such as the negotiation of remedies in cases that raise substantive concerns. We prepare or coordinate the preparation of merger notifications to be submitted to national competition authorities in Europe. We advise companies wishing to intervene in the review of mergers and other types of transactions involving their competitors, customers or suppliers.

The Firm represents the targets of competition law investigations by the European Commission and national authorities. This includes advice on securing leniency in such investigations. We also assist clients in formulating and implementing compliance training and provide advice on responding to “dawn raid” investigations by the EC Commission and other national competition authorities.

Merger Clearances

Our lawyers have secured approval from the EC Commission and, when relevant, national authorities for numerous major mergers and joint ventures, including the following:

Ascott - Goldman Sachs - Oriville
(sale of 50% of Goldman’s interest in Oriville)

(real estate, 2003)
counsel to Goldman Sachs

AXA - Winterthur

(insurance, $11.3 billion, 2006)
counsel to AXA

Banca Intesa (formerly IntesaBci) - Lazard
(joint venture)

(banking, $150 million, 2003)
counsel to Banca Intesa

Chiron - Matrix Pharmaceutical

(pharmaceuticals, $61 million, 2002)
counsel to Chiron

Cytec Industries - UCB
(acquisition of UCB’s specialty chemicals business)

(chemicals/biopharmaceuticals, 2005)
counsel to Cytec Industries

France Telecom - Equant

(telecommunications, $3 billion, 2001)
counsel to SITA as selling shareholder

General Mills - Pillsbury

(food & beverages, $10.5 billion, 2001)
counsel to Diageo as seller of Pillsbury

Goldman Sachs - Queens Moat Houses

(hotels, $1.2 billion, 2004)
counsel to Goldman Sachs

Hilton Hotels - Hilton Group
(lodging business)

(hotels, $5.71 billion, 2006)
counsel to Hilton Hotels Corp.

KarstadtQuelle - MyTravel

(travel agencies, 2007)
counsel to KardstadtQuelle

MagnaChip Semiconductor - Hynix Semiconductor
(sale of Hynix’s logic-based semiconductor business)

(electronics, $820 million, 2004)
counsel to Hynix Semiconductor

Mitsubishi and BHP - QCT Resources

(coal mining, 2000)
counsel to Mitsubishi and BHP

Novartis - Chiron

(pharmaceuticals, $6.6 billion, 2006)
counsel to Chiron

Pharmacia & Upjohn - Amersham Pharmacia Biotech Limited

(biotechnology, $375 million, 1997)
counsel to Pharmacia & Upjohn

Pfizer - Pharmacia

(pharmaceuticals, $60 billion, 2003)
counsel to Pharmacia

Rio Tinto - North Limited

(mining, 2000)
counsel to Rio Tinto

Sanofi-Synthélabo - Aventis

(pharmaceuticals/biotech, $68.1 billion, 2004)
counsel to Aventis

Tetra Laval - Sidel

(machinery, $1.5 billion, 2001)
counsel to Sidel

TPG Partners - Burger King

(restaurants, $2.26 billion, 2002)
counsel to Diageo as seller of Burger King

Other Representations

S&C regularly represents clients before the European Commission and other national antitrust authorities relating to diverse EC competition disputes and investigations. Our EC competition team has represented:

• Morgan Crucible in two cartel investigations by the EC Commission, where in both cases we secured full indemnity from fines under the European Commission’s leniency program
• BP in the U.K. Office of Fair Trading’s investigation into certain practices in gasoline retailing in the Western Isles of Scotland (BP was found not to have committed the alleged violation)
• AIG in the EC Commission’s investigation into the underwriting of aviation insurance
• Hoechst in an EC Commission investigation into certain market practices
• Other European companies in a variety of confidential matters.