James D. Rosener
Pepper Hamilton LLP has a long history of providing legal and business advice and assistance to French companies and individuals in their business endeavors in the United States and overseas, as well as to American companies and individuals investing and conducting business in France.
Our French Desk is a multi-disciplinary team of bilingual attorneys with strong credentials and experience in a variety of practice areas, including corporate transactions and finance matters, tax, intellectual property, antitrust and commercial litigation. Members of our French Desk are experienced in a wide range of industries, including manufacturing, aerospace/defense, financial services, IT, health care, and media.
Several of our lawyers have lived and/or studied in French-speaking countries and maintain numerous professional relationships overseas. Our lawyers are active in many cross-border business and legal organizations, including the French-American Chamber of Commerce, the European-American Chamber of Commerce, the Institute of French Culture at the University of Pennsylvania and the Union Internationale des Avocats.
Representative matters handled by members of our French Desk include the following:
M&A, Corporate and Joint Venture Engagements
- represented Dassault Aviation S.A. in certain U.S. antitrust, national security and other regulatory approvals in connection with its 2009 acquisition from Alcatel-Lucent of a 21 percent investment in Thales S.A. for approximately €1.57 billion
- counsel to Canal+, a subsidiary of Vivendi Universal, in the sale of its subsidiary Canal+ Technologies to Thomson Multimedia, a French public company
- counsel to Crédit Agricole in the $500 million sale of its equity interest in Mastercard to Bank of America
- counsel to Canal+ Technologies in multilateral negotiations for equity investments from, and the establishment of strategic alliances with, Sun Microsystems (U.S.), Sony Corporation (Japan), Thomson Multimedia (France) and Sogecable SA (Spain)
- counsel to Arkema, Inc., the U.S. arm of Arkema Group, in the 2007 sale of substantially all the assets of its alkylamine products business to Taminco Higher Amines, a chemical company based in Belgium. Pepper also has advised Arkema on the antitrust aspects of proposed transactions in the United States and Europe, and on the structure of a joint venture with another specialty chemical company.
- counsel to French oil company Elf Aquitaine in its hostile bid for and defense of a hostile bid from French oil company Total Fina (now Total S.A.). The companies eventually agreed to a €52.6 billion friendly merger that created the fourth-largest oil company in the world.
- counsel to Lesaffre et Cie, the world leader in the yeast market, in numerous transactions and other matters, including:
- the creation of Lesaffre International Corporation, its acquisition of Red Star Yeast, the largest yeast business in the United States, and in structuring a joint venture with the Archer Daniels Midland Company regarding part of Red Star’s yeast operations
- the acquisition and operations of Froedtert Malt Corporation, a leading U.S. supplier of malt to the brewing industry
- the formation and operations of International Malting Corporation, one of the world’s most diversified suppliers of malt products, and the eventual sale of that business to its joint venture partner, Archer Daniels Midland Company, in 2006
- the structuring and formation of its North American arm, Lesaffre Yeast Corporation, and its operations
- the acquisition of a United Kingdom-based yeast company from Unilever
- the acquisition of an Australian malting company and a New Zealand malting company
- negotiating a complex supply agreement to provide yeast to ABF’s operations in Mexico
- numerous other international acquisitions, including matters in Turkey, South Korea and Canada
- advised on transfer pricing issues between the U.S. and France, putting in place intercompany agreements
- counsel to Thomson-CSF, predecessor company to French defense and aerospace company Thales S.A., in numerous transactions, including:
- the acquisition of IDE Corporation
- the merger of Thomson-CSF U.S. subsidiaries Comark and Comwave into Thomcast Communications, which later became Thales Broadcast & Multimedia
- the disposition of its subsidiary Aonix Corporation to Gores Technology Group, a private equity firm
- advised Sextant Avionique (a French joint venture of Thomson-CSF and Aérospatiale) on structuring a joint development agreement with Thomson-CSF, Sofreavia, Allied Signal, Honeywell and Vertel for a Ground Router Reference Implementation System for airlines
- counsel to Liberty M.P. S.A.S, a joint venture of Electricité de France and Liberty Technologies, Inc.(a U.S. company that makes valves, motors, etc. for nuclear power plants and industrial plants) in connection with general corporate matters relative to distribution, license, manufacturing and service agreements, as well as general corporate matters
- counsel to Canon Communications LLC, a producer of trade events, publications and electronic media based in California, in connection with the acquisition of the Pharmapack trade show from Oriex, a French organizer. Pharmapack is Europe’s leading pharmaceutical packaging event.
- counsel to a large U.S. private equity fund on the tax structuring of its purchase of a majority position in a French clothing designer.
Members of our French Desk have experience representing both borrowers and lenders in financing acquisitions involving French financial institutions, sponsors and/or targets. Representative engagements include:
- counsel to the arrangers in the €12 billion financing to Pernod Ricard S.A. to acquire V&S Vin & Sprit Aktiebolag, the owner of the Absolut vodka brand
- counsel to Merrill Lynch as lender of €675 million of secured senior facilities to finance the acquisition by Blackstone of over 30 medical clinics in France to create the Vitalia health group
- counsel to Société Générale as documentation agent in a €270 million secured facility to Ingenico S.A. to finance the acquisition of easycash Beteiligungen GmbH, a leading payment service provider for point-of-sale card-based payment transactions based in Germany
- counsel to Duke Street in financing its €217 million acquisition of Biomnis, the leading French provider of specialist medical diagnostics
- counsel to Irish, Belgian, German and American arrangers in respect of a €73 million secured leveraged acquisition financing by French private equity group Montagu to purchase Siemens' worldwide airfield lighting solutions business
- counsel to Axione Infrastructures SAS, an affiliate of French construction and communications company Bouygues, in respect of its €189 million senior facility to finance the consolidation and partial sale of special purpose vehicles holding 11 telecommunications concessions
- counsel to Merrill Lynch as lender in respect of €115 million of secured senior facilities to Blackstone for the acquisition of 46 hotels in France to create a mid-price hotel chain
- counsel to Lehman Brothers as lender in respect of a €100 million joint venture equity agreement with mezzanine debt for the acquisition of office properties by Kenmore Investments
- counsel to KfW IPEX-Bank GmbH as agent in respect of a €30,047,500 secured facility to finance the purchase of railcars by Transrail S.N.C.
Members of our French Desk have represented numerous foreign and domestic financial institutions in originating and restructuring sophisticated corporate and sovereign loans. Representative engagements include:
Litigation and Antitrust Counseling
- counsel to BNP Paribas as arranger to a €1.4 billion revolving and swingline facility to AXA S.A. and certain of its foreign subsidiaries
- counsel to Société Générale as arranger in respect of a €1.75 billion revolving and swingline facility and a €1.51 billion revolving facility to Banque PSA Finance, the lending arm of Peugeot S.A.
- counsel to Société Générale as documentation agent to a $1 billion multicurrency revolving facility to Ina Industrija, Croatia’s largest oil company
- counsel to BNP Paribas as agent in respect of a €2.2 billion multicurrency revolving facility to Lagardère SCA, a global media group
- counsel to Natixis as agent in restructuring the €487 million mortgage-secured indebtedness incurred by RREEF to acquire the Printemps department stores
- counsel to Société Générale as lender to a €250 million bilateral revolving credit facility to the Republic of Hungary
- counsel to BNP Paribas in arranging a $500 million revolving and swingline facility to Fitch Group, Inc.
- counsel to Goldman Sachs as lender in respect of a €40 million bilateral revolving credit facility to Casino S.A., the multinational retailer
- counsel to Société Générale in arranging a €350 million guarantee facility to Dogus Otomotiv, Turkey’s largest automobile importer and distributor
- counsel to BNP Paribas in restructuring a $65 million term and revolving credit facility to Genesys S.A., a French conferencing service, and its U.S. subsidiary by means of equity issuances in France and the United States
- counsel to Société Générale as agent in respect of a €300 million revolving facility agreement to Teleperformance S.A., a global expert in contact center management
- counsel to BNP Paribas in respect of a €500 million revolving facility and guarantee to Cap Gemini S.A., a multinational service firm
- counsel to Société Générale as documentation agent in respect of a €300 million guarantee facility for the finance arm of Arcelor, a major steel manufacturer.
Members of our French Desk have handled commercial litigation nationally and internationally on behalf of French clients, as well as providing antitrust counseling and training to numerous French companies doing business in the United States and internationally. Representative engagements include:
Intellectual Property Engagements
- counsel to Lesaffre & Cie to assist in the management of litigation in India, Switzerland and other jurisdictions
- counsel to Lesaffre & Cie in the successful defense of a U.S. Department of Justice challenge to the company’s Red Star acquisition
- counsel to various American subsidiaries of Lesaffre & Cie in domestic litigation in various fora challenging advertising practices
- counsel to Saint-Gobain in U.S. government investigations and a U.S. arbitration pertaining to the manufacture of bulletproof shields for use in military vests
- counsel to numerous U.S. and French subsidiaries of Veolia, a global leader in water solutions technologies, in matters including commercial, intellectual property and construction litigation
- designing and implementing antitrust training in the United States and internationally, including a three-day training program for a multinational manufacturer in France with operations in 60 countries, that included strategies for avoiding allegations of price fixing and other antitrust violations
- providing ongoing antitrust counseling pertaining to pricing, distribution and cooperation with competitors for Arkema, Saint-Gobain, Veolia and Lesaffre & Cie
- represented the U.S. arm of Air Liquide in various litigation matters, including contract claims, real estate litigation and employment litigation
- representing HEMA S.A.S. and its U.S. subsidiary, Sidel, Inc., in product liability litigation involving filler units used in canned food production.
Members of our French Desk regularly represent French clients with respect to U.S. and international intellectual property issues, often in coordination with foreign counsel. Representative engagements include:
- represented HTL SAS, a French biotechnology firm, in obtaining and memorializing intellectual property, production and development rights related to chondroitin sulphate for use in pharmaceuticals, cosmetics, foods and nutraceuticals
- counsel to CoActive Technologies SAS, a designer and manufacturer of switches and touch-screen displays for the consumer electronics industry, responsible for U.S. patent filings and coordinating filings with French patent counsel
- counsel to Lesaffre & Cie and Red Star Yeast in prosecuting U.S. patent applications and in managing the companies’ trademark portfolio
- patent preparation, prosecution and opinion work for Lucent Technologies (before its merger with Alcatel)
- patent preparation, prosecution, licensing and counseling for FCI, a leading manufacturer of connectors for various markets such as automotive, telecommunication infrastructures and consumer and industrial electronics
- serving as intellectual property litigation counsel in the United States for Saint-Gobain and many of its subsidiaries in a wide variety of matters, including patent, trademark, trade dress, trade secret, false advertising and copyright, involving building, industrial and consumer products.