Deal List

Principal Transactions List

James Gillespie

(Updated July 2012)

 

Mergers and Acquisitions Experience

 

Representation of a Japanese manufacturing group in connection with its acquisition of five French manufacturing facilities, in the context of a world-wide acquisition. Responsibilities included oversight of due diligence and advice with respect to foreign investment regulations. (2012)

 

Representation of investors with respect to joint venture agreements concerning infrastructure development, particularly highway and telecommunications/internet structures, in Belarus. Responsibilities included drafting and negotiating joint venture, shareholders, and investment agreements, as well as oversight of local Belarusian counsel and negotiation with local investors and Belarusian governmental authorities. (2011)

 

Representation of a French luxury goods group with respect to establishment of a joint venture in Saudi Arabia. Responsibilities included drafting and negotiation of the joint venture agreements and oversight of local Saudi counsel. (2011)

 

Representation of a French commodities group with respect to a potential sale or public listing. Responsibilities included oversight of vendor due diligence and data room preparation. (2011)

 

Representation of a Germany wind turbine manufacturer in connection with sale of wind energy facilities to a Swiss energy group. Responsibilities included drafting sale and operating agreements and negotiations with the purchaser. (2011)

 

Representation of a French construction materials group in connection with third party investments in facilities located in Russia and the Ukraine. Responsibilities included drafting of investment agreements and advice with respect to negotiations with potential investors. (2011-2012)

 

Representation of a French construction materials group in connection with the creation of a joint venture with the European Bank for Reconstruction and Development for investment in Central and Eastern Europe. Responsibilities included drafting of joint venture and shareholders agreements and negotiations with the EBRD. (2010-2012)

 

Representation of an international petrol distribution group in connection with its acquisition of petrol stations in North Africa, the Middle East and Central Asia. Responsibilities included management of due diligence in numerous jurisdictions and oversight of diverse local counsel. (2010)

 

Representation of an international hotel chain in connection with negotiations concerning development of a hotel at the Orly airport in Paris. Responsibilities included drafting hotel management and operating agreements and negotiations with land owners and airport authorities. (2009-2010).

 

Representation of an international automobile parts manufacturer in the acquisition of a global needle-roller bearing business, including four research, design, sales and manufacturing facilities located in France. Senior associate for French aspects of the transaction. Responsibilities included analysis of deal structure, preparation and negotiation of documentation, analysis of corporate, tax, labor, environmental, intellectual property and real estate issues, as well as negotiation of investment authorization with the French Ministry of Defense. (2009)

 

Representation of an international agrobusiness firm in the acquisition of a global line of sunflower products. Senior associate for French aspects of the transaction. Responsibilities included drafting transaction documentation an coordinating intellectual property analysis. (2009)

 

Representation of an international medical services group based in the United States in joint venture negotiations with a Turkish hospital group. Responsibilities included drafting of joint venture and corporate agreements, oversight of local Turkish counsel, and negotiations with Turkish counter-party. (2009)

 

Representation of an international media group in connection with its acquisition of a Japanese marketing firm. Responsibilities included drafting and negotiation of shareholders agreements and oversight of local Japanese counsel. (2009)

 

Representation of an international hotel group in connection with its acquisition of hotels in New Caledonia. Responsibilities included drafting of hotel management agreements and coordination with local New Caledonian counsel. (2009)

 

Representation of an international aircraft finance company in discussions concerning the lease of aircraft from a Russian manufacturer. Responsibilities included drafting joint venture and holding company agreements. (2008)

 

Representation of an international chemical conglomerate in the sale of a business line located in France. Senior associate for the transaction. Responsibilities included analysis of deal structure, preparation and negotiation of transaction documentation, analysis of anti-trust, environmental, corporate and labor law issues, preparation of vendor due diligence materials and data room, and liaison with counsel for co-seller. (2007-2008)

 

Representation of an American private equity firm in the acquisition of a group of French and Dutch cardboard manufacturing companies. Responsibilities included due diligence, negotiation and drafting of acquisition documents, and liaison with Dutch counsel. (2007)

 

Representation of an international metal manufacturing conglomerate in its acquisition of an international competitor. Responsibilities included due diligence concerning French targets and labor law advice. (2007)

 

Representation of an international airline company in its acquisition of a French charter airline. Responsibilities included due diligence, negotiation and drafting of transaction documents, labor law advice and post-closing restructuring assistance. (2006-2007)

 

Representation of an international aeronautic parts manufacturer in its acquisition of the French subsidiaries of a competitor, and post-closing import/export compliance advice. (2004-2005)

 

Restructuring Experience

 

Representation of a French pharmaceuticals group with respect to restructuring of outstanding high yield debt. Responsibilities included assistance with French, Bahamian and US bankruptcy law and negotiations with debtholders and shareholders. (2011)

 

Representation of a sovereign investment fund in connection with an investment in a leading international shipping company then in restructuring. Responsibilities included coordination of due diligence and drafting of investment agreements, as well as assistance with French bankruptcy procedures. (2010)

 

Representation of the Welsh owner of a French corporation in connection with bankruptcy (redressement judiciaire) proceedings before the Commercial Court of Paris. Senior associate for the transaction. Responsibilities included courtroom appearances, legal analysis and strategy development, and negotiation with potential acquirers of the debtor entity. (2009-2011)

 

Representation of a French investor in connection with the acquisition of a luxury hotel chain in Paris, including the negotiation of a € 15.5 million bridge loan facility. (2006)

 

Representation of an international bank in the acquisition of debt and equity securities in a large French manufacturing group in bankruptcy, and associated litigation and negotiations concerning the acquisition of control of the group. (2007)

 

Representation of an international private equity firm and an international bank in connection with the acquisition of a European manufacturing group and in particular a French subsidiary in bankruptcy. Mandate included drafting and negotiating share purchase agreements, option agreements, bridge loan documentation, and correspondence with the bankruptcy administrator. (2007)

 

Financing Experience

 

Representation of co-lead managers for the issuance of €500 million in high yield debt by a French issuer. Responsibilities included assistance in French legal aspects of the issuance. (2009).

 

Representation of a syndicate of American investors in the senior financing of an international satellite company for more than € 80 million. Mandate included drafting and negotiating security documents concerning all French assets of the borrower. (2007)

 

Representation of an international bank in its mezzanine investments in a French automotive parts manufacturer, concerning an amount of over $50 million. (2006)

 

Representation of an international bank in its mezzanine investments in a French manufacturing group, concerning an amount of over € 6 million. (2006)

 

Representation of an international bank in its mezzanine investments in a French automotive parts manufacturer, concerning an amount of over € 85 million. (2004-2006)

 

Representation of an international bank in its mezzanine investments in a French automotive parts manufacturer, concerning an amount of over € 100 million. (2006)

 

Asset Management Experience

 

Representation of a multinational investment bank in connection with the formation of an innovative “cash-plus returns” money market fund. Mandate included drafting of the private placement memorandum and associated partnership formation documents. (2006)

 

Representation of a multinational investment bank in the formation of a fund-of-real-estate-funds with an estimated pre-launch capitalization of $750 million. Mandate included drafting of the private placement memorandum and associated partnership formation documents. (2006)

 

Representation of a multinational investment bank in connection with the formation of a private equity fund with an estimated pre-launch capitalization of $10 billion. Mandate included drafting of the private placement memorandum and associated partnership formation documents, as well as coordinating worldwide offering. (2006-2007)

 

Representation of an Irish asset management company in connection with the creation of an exchange-traded Luxembourg hedge fund. Mandate included drafting of the private placement memorandum. (2007)

 

Representation of a multinational investment bank in connection with global offerings of all of its fund products. Coordinated survey of private placement regimes in over forty jurisdictions worldwide. (2006-2007)

 

Litigation and Arbitration Experience

 

Representation of an international hotel group in connection with claims brought by hotel shareholders in New Caledonia. (2012)

 

Representation of a Welsh manufacturing company in respect of claims brought by the liquidator of a French affiliate of that company, before the Commercial Court of Paris and the Appeals Court of Paris. (2011-2012)

 

Representation of an investment fund manager accused of wire fraud. (2010)

 

Representation of a hedge fund analyst charged with insider trading in connection with short sales of Eurotunnel stock. (2003-2007)

 

Representation of a multinational industrial firm in arbitration proceedings before the ICC in Paris, in a matter concerning approximately $15 million. (2005-2006)

 

Representation of a French charter airline company against a tour operator in proceedings before the Commercial Court of Paris, in a matter concerning approximately € 14 million. (2007)

 

Representation of a French charter airline company against an British airline company and its subsidiaries before various British and French courts. Mandate included proceedings arising from the bankruptcy of the British company and several of its affiliates, and criminal action against the British company’s management. (2006-2007)

 

Representation of an international telecommunications company in debt recovery proceedings in France. (2006-2007)

 

Representation of an international media company in litigation with former shareholders of its French subsidiary. (2004-2006)

 

Representation of an international clothing manufacturer in litigation with its European distributor. (2007)

 

Other Experience

 

General corporate advice to an American communications group with respect to post-acquisition issues arising from its French subsidiaries, including disputes with suppliers and corporate restructuring. (2011-2012)

 

General corporate advice to an international chemical manufacturer in connection with issues concerning its French subsidiaries, including various corporate law, labor law, and litigation matters. (2003-2007)

 

General corporate advice to an international food products manufacturer in connection with issues concerning its French operations, including various corporate law and labor law matters. (2003-2007)

 

Advice to an international oil company concerning in connection with potential US SEC action. (2007)