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Merger Control 2005


									Merger Control 2005
        A practical insight to cross-border merger control issues

         Published by Global Legal Group with contributions from:
AJB Bergh Advokatbyrå AB             Hajji & Associés                                            Ritch, Heather y Mueller, S.C.
Anthony Harper                       Hengeler Mueller                                            Shearman & Sterling LLP
Arendt & Medernach                   Homburger                                                   Shearn Delamore & Co.
Arthur Cox                           Jadek & Pensa
Ashurst                              Kallel & Associates                                         Slaughter and May
Bonelli Erede Pappalardo             Liedekerke Wolters Waelbroeck Kirkpatrick                   Steptoe & Johnson LLP
Bredin Prat                          Magalhães e Ferraz Advocacia                                Stikeman Elliott LLP
Castrén & Snellman                   Makarim & Taira S.                                          Szecskay - Attorneys at Law
Cavelier Abogados                    Mallesons Stephen Jaques                                    Thommessen Krefting Greve Lund
Cechová Rakovský                     Michael Shine & Co.                                         Tõnis Tamme Law Firm
Cerha Hempel Spiegelfeld Hlawati     Morais Leitão, Galvão Teles, Soares da Silva & Associados
Charles River Associates             Musat & Asociatii                                           Uría & Menéndez
Cleary, Gottlieb, Steen & Hamilton   Nielsen & Nørager                                           Van Bael & Bellis
Coudert Brothers LLP                 Nishimura & Partners                                        Webber Wentzel Bowens
De Brauw Blackstone Westbroek        Proxen & Partners                                           Zuric i Partneri
      Chapter 18

      France                                                                              Robert Saint Esteben

      Bredin Prat                                                                                 Hugues Calvet

          Relevant authorities and legislation                        French Government for the application of the merger
                                                                      control regulation.
      1        Who is/are the relevant merger authority(ies)?            The ‘‘ordonnance’’ will soon be completed by allowing
      There are two authorities with responsibility for applying      the notification of simple concentration projects, i.e. before
      the French merger control regulation:                           parties have made an irrevocable commitment pursuant
      ■ The Ministry of Economic Affairs (hereafter, the
                                                                      to Article L. 430-3 of the NCC. According to the draft
         ‘‘Ministry’’), through the Directorate General for           provisions (on 17 March 2004, the French government
         Competition, Consumer Affairs and Fraud Control              brought a bill before the Parliament), companies will be
         (hereafter, the ‘‘DGCCRF’’);                                 able to notify projects as soon as they are sufficiently
      ■ The Competition Council (‘‘Conseil de la concurrence’’),
                                                                      finalised, i.e. backed by an agreement in principle or by
         which is an independent agency.                              the signature of a letter of intention or when there is an
                                                                      announcement of a public offer.
      The process is divided into two phases.
      Phase I:                                                        3      Is there any other relevant legislation for foreign
      Phase I is carried out under the responsibility of the                 mergers?
                                                                      Under the rules of the French Treasury, foreign invest-
         The Ministry has to render an opinion on the
                                                                      ments in France are now unrestricted, but declarations to
      concentration (the DGCCRF assesses the transaction and
                                                                      the Treasury and the ‘‘Banque de France’’ are often
      makes recommendations to the Ministry) within five weeks
      of the date on which complete notification was received.
                                                                         Foreign investments in specific sectors (defence, secu-
      When the Ministry receives undertakings, this period can
                                                                      rity, weapons and ammunition, gaming activities and
      be extended by up to three weeks from the date of the
                                                                      casinos) and foreign investments that can have adverse
      receipt of the undertakings (with a maximum of eight
                                                                      effects on public health must be formally approved by the
      weeks from the date of notification).
                                                                      Treasury prior to implementation.
      Phase II:
      Where the concentration raises serious doubts, the              4      Is there any other relevant legislation for mergers in
      Ministry may refer the matter to the Competition Council.              particular sectors?
         The Competition Council then conducts an in-depth
      investigation. It shall give its opinion to the Ministry and    There are a certain number of specific areas in which
      the parties within three months. The Ministry has a             specific merger rules apply, such as:
      period of four weeks (this period can be extended by up         ■ the audio-visual sector, in which, unless otherwise
      to three weeks in the event the parties submit undertakings)       agreed in international conventions to which France is
      from the date it receives the Council’s opinion in order to        a party, a foreign legal entity may not hold more than
      make its decision.                                                 20 per cent of the capital voting rights of an audio-
                                                                         visual company which exploits an audio-visual com-
                                                                         munications system in French. There are also specific
      2        What is the merger legislation?                           rules on cross-media ownership. Moreover, the NER
      The French merger control regulation is set out in the             provides that, if a concentration is referred to the
      ‘‘Nouveau Code de Commerce’’ (hereafter, the ‘‘NCC’’). It was      Competition Council, then the ‘‘Conseil Superieur de
      substantially modified by the New Economic Regulation               l’Audiovisuel’’ must be consulted by the Competition
      Act (hereafter, the ‘‘NER’’ Act) on 15 May 2001. The               Council;
      NER implementing Decree came into force on 19 May               ■ the press sector, in which a single individual or legal
      2002.                                                              entity may not control daily publications which
         On 25 March 2004, the French Government adopted                 represent more than 30 per cent of the total circulation
      an ‘‘ordonnance’’ which increased the individual French            of similar publications on the national market; for
      turnover notification threshold from 15 million Euro to             publications in French, the above-described 20 per
      50 million Euro. This modification should be regarded as            cent rule applies; and
      one element of the simplification process engaged by the         ■ foreign investments in specific sectors (cf. question 3).

                                                                                          ICLG TO MERGER CONTROL 2005
Bredin Prat                                                                                                           France

Since the adoption of the 1 August 2003 Law, the usual           definition given for a ‘‘full function’’ joint venture in the
competition law applies to the banking and insurance             ECMR.
sectors. In the banking sector, a non-binding opinion               The threshold for application of merger control to a
would be requested by the ‘‘Comite des Etablissements de
                                        ´                        joint venture is the same as in the standard tests.
Credit et des Entreprises d’Investissement’’ (CECEI) in the
course of the second phase of the investigation.                 7       What are the jurisdictional thresholds for
                                                                         application of merger control?
    Transactions caught by merger control legislation            Since the adoption of the ‘‘ordonnance’’ on 25 March 2004,
                                                                 French merger control regulation applies only where the
5       Which transactions are caught – in particular, how       following cumulative thresholds are met:
        is the concept of ‘‘control’’ defined?
                                                                 ■ All the undertakings which are party to the concentra-
The NER adopts the notion of concentration as defined                tion have a worldwide combined pre-tax turnover of
by the EC Merger Regulation (hereafter, the ‘‘ECMR’’).              over 150 million Euro (approximately US$170 million);
   The merger control applies when:                              ■ At least two of the parties concerned each have a pre-

■ Two or more formerly independent undertakings                     tax turnover in France exceeding 50 million Euro
    merge; or                                                       (US$17 million);
■ One or several persons who already control at least            ■ The transaction is not caught by the provisions of the
    one undertaking, or one or several undertakings,                ECMR.
    acquire, directly or indirectly, control of all or part of   Concerning the calculation of the turnover, the NER
    one or several other undertakings.                           implementing Decree directly refers to Article 5 of the
The NER adopts the notion of control as defined by the            ECMR. Thus, parties should refer to that provision and
ECMR:                                                            to the Commission notices on calculation of turnover and
   Control arises from the rights, contracts or any other        undertakings concerned.
means which enable a party to exercise a decisive
influence on the activity of an undertaking, be it on an          8       Does merger control apply in the absence of a
individual or joint basis, and having regard to the factual              substantive overlap?
or legal circumstances, in particular:                           No.
■ Ownership rights and possession of all or part of the
    assets of an undertaking;                                    9       In what circumstances is it likely that transactions
■ Rights or contracts which confer a decisive influence                   between parties outside your jurisdiction (‘‘foreign
    on the composition, resolutions or decisions of an                   to foreign’’ transactions) would be caught by your
    undertaking’s bodies.                                                merger control legislation?
Minority interests may be caught on condition that other         Merger control applies even in the event both of the
legal and/or factual elements are taken into consideration.      merging businesses have no subsidiary, branch or assets
It can be the case when specific rights are attached to the       in France. The rules are applicable whenever the
minority shareholding (veto rights, the power to appoint         operation is likely to produce effects on the French
a Member of the supervisory or administrative board) or          territory and meets the jurisdictional thresholds.
on a de facto basis, for example, when there is a right to          An example of the extra-territorial effect of the merger
manage the company’s activities and to determine its             control was given in 2001. The Ministry authorised the
business policy.                                                 completion in France of a foreign-to-foreign concentration
   Concerning the change of control, French law is in line       under which Boeing acquired Jeppesen, an airline
with EC law. Thus, the change of control is caught               technical documentation company. It also issued injunc-
provided there is an acquisition of control or decisive          tions to the parties. The Ministry declared that it had
influence.                                                        authority to review the operation despite the fact that the
   Finally, the basic principle, laid down by EC law and         two companies were American and did not have any
adopted by the French merger control rules, is that a            subsidiaries in France.
concentration should not be assessed on the basis of                A problem may nevertheless arise when enforcing
instruments which may create the right to acquire an             injunctions or prohibitions: the French authorities do not
equity interest in the future. There are nevertheless some       have any real power to enforce such measures.
exceptions to this principle:
■ First, share options can lead to an acquisition of             10      Please describe any mechanisms whereby the
    decisive influence provided other criteria are taken                  operation of the jurisdictional thresholds may be
    into account. It can be only on elements of a ‘‘faisceau             overridden by other provisions.
    d’indices’’ indicating the existence of a decisive           The French merger control regulation does not contain
    influence;                                                    any such provisions.
■ Secondly, in the case of a public offer/bid.
                                                                     Notification and its impact on the transaction
6       Are joint ventures subject to merger control?                timetable

According to the NER, joint ventures are to be treated           11      Where the jurisdictional thresholds are met, is
the same way under French law as under the ECMR.                         notification compulsory?
  The creation of a joint venture performing, on a lasting       Notification is mandatory before implementation of the
basis, all the functions of an autonomous economic entity,       merger. However, there is no deadline by which notifica-
constitutes a concentration. This definition refers to the        tion must be made.

               Bredin Prat                                                                                                     France

               12     Please describe any exceptions where, even though           The second phase of the concentration lasts a maximum
                      the jurisdictional thresholds are met, clearance is      of nineteen weeks.
                      not required.                                               Where the concentration raises serious doubt as to its
               On 25 March 2004, the French Government adopted an              compatibility with the market, the Ministry may refer the
               ‘‘ordonnance’’ which increased the individual French turn-      matter to the Competition Council, which shall give its
               over notification threshold from 15 million Euro to 50           opinion to the Ministry and the parties within three
               million Euro. It can be seen as a ‘‘small market’’ exception.   months. The Ministry has a period of four weeks from
                                                                               the date it receives the Council’s opinion in order to make
                                                                               its decision. This period will be extended (by up to three
               13     Where a merger technically requires notification and
                      clearance, what are the risks of not filing?              weeks) in the event that the parties submit undertakings
                                                                               more than one week after the date on which the opinion
               Sanctions for not filing are as follows:                         is provided to the Ministry.
               ■ Maximum fines :
                 Corporate entities: 5 per cent of the turnover achieved in    17    Is there any prohibition on completing the
                 France the previous financial year (plus, where appli-               transaction before clearance is received or any

                 cable, the turnover achieved in France over the same                compulsory waiting period has ended?
                 period by the acquired party)                                 Under the NER, the basic rule is that filing has suspensive
                 Individuals: 1.5 million Euro (US$1.7 million)                effect: a concentration may not be completed before
               ■ In addition, the parties may be required, subject to a
                                                                               obtaining approval from the Ministry and, where appli-
                 periodic penalty, either to file the concentration or to       cable, the Ministry of the relevant economic sector (or
                 demerge. Transactions which have been completed               during the Competition Council’s review if applicable).
                 without clearance are illegal and not enforceable.               There are nevertheless two exceptions to this principle:
               There are no criminal sanctions for not filing.                  ■ Possibility of an individual derogation: the completion
                                                                                  of all or part of the concentration is possible without
               14     Is it possible to carve out local completion of a           awaiting the Ministry’s decision.
                      merger to avoid delaying global completion?              This derogation is exceptional and generally difficult to
               When the notifying parties fill a form, they should indicate     obtain. The derogation should be necessary and duly
               whether they notified or plan to notify the operation in         justified. For example, it could be an offer to buy
               other Member States. In such a case, the DGCCRF will            companies subject to a bankruptcy plan ordered within
               rapidly inform Competition authorities in other Member          the framework of a bankruptcy proceeding. Such offers
               States and the Commission that a notification has been           must in general be unconditional in order to be admissible
               made.                                                           in Court.
                  This exchange of information facilitates the detection          However, it must be stressed that in the case of
               of multijurisdictional mergers and allows the exchange of       acquisitions by investment funds, the derogation is easily
               non-confidential elements, such as the definition of              granted.
               relevant markets. It could also facilitate the application of   ■ Automatic derogation in the case of exchange of stocks
               Article 22 of the ECMR.                                            on a regulated market. The rule is that takeover bids
                                                                                  may always be implemented, provided that the acquirer
               15     At what stage in the transaction timetable can the          does not exercise the voting rights attached to the
                      notification be filed?                                        securities in question.
               Filing may be made at any time after the parties have           Sanctions for closing before clearance are similar to
               made an irrevocable commitment, for instance, after the         sanctions for not filing (see question 13).
               conclusion of a binding agreement, the publication of the
               purchase or exchange offer or the acquisition of control.       18    Where notification is required, is there a prescribed
               A referral from the European Commission is equivalent                 format?
               to a notification. A public offer is notified as soon as it has   The content of the notification is set by the NER
               been published.                                                 implementing Decree. The notification form is available
                                                                               at the following website address: http://al-
               16     What is the timeframe for scrutiny of the merger by
                      the regulatory body? What are the main stages in         Four copies of the notification have to be provided to the
                      the regulatory process?                                  DGCCRF.
               The first phase decision is adopted within a maximum of             Filings have to include :
               eight weeks of the date on which complete notification           ■ A copy of the merger agreement or draft agreement (a
               was received.                                                      French version of the documents is requested) and a
                  The Ministry has to give an opinion on the concentra-           memorandum giving details on the legal and financial
               tion within five weeks of the date on which complete                aspects of the transaction and its likely impact, in
               notification was received.                                          particular on competition;
                  This period of five weeks may be extended where the           ■ The identity of the parties concerned (including the
               notifying parties submit undertakings more than two                entities economically linked to them);
               weeks after full notification of the operation has been          ■ A definition of the relevant product and geographical
               made. In such case, the time limit shall expire three weeks        market, as well as the criteria used to identify any
               after the date on which the Ministry receives the                  substitute products or services; and
               undertakings, with a maximum of eight weeks from the            ■ A description of the position in the relevant market of
               notification.                                                       the parties involved in the transaction.

                                                                                                  ICLG TO MERGER CONTROL 2005
Bredin Prat                                                                                                       France

The DGCCRF adopts a certain flexibility as regards the          contribution is made to economic progress to offset the
content of the notification: companies fill the form             damage to competition.
according to the complexity of the competition questions
raised by the operation. For example, in the case of small
operations, it is not necessary to provide information on      21     What is the scope for the involvement of third
affected markets, i.e. the markets on which the notifying             parties (or complainants) in the regulatory scrutiny
parties (or entities economically linked to them and which            process?
operate on a downstream or upstream market) together           There is no procedure for formal complaints in connection
have a market share of 25 per cent or more.                    with the merger.
   The parties may also discuss with the DGCCRF during           Third parties are not directly involved in the merger
pre-notification contacts about elements which have to be       control process because they have no automatic right to
included or not in the notification. Such contacts are          be consulted or informed. Third parties do not have
recommended by the DGCCRF and can be really useful             access to the notification file. Although they may approach
for the parties. The parties can send a presentation notice    the Ministry to request review, the decision to initiate a
on the project to the DGCCRF and have informal                 review is made by the Ministry at its own discretion.

meetings with its representatives.
   Companies should send a complete notification to the
DGCCRF; if they provide incomplete or inexact infor-           22     What information gathering powers does the
mation, the DGCCRF asks them to send complementary                    regulator enjoy in relation to the scrutiny of a
elements. The procedure cannot be engaged if the                      merger?
information is incomplete.                                     The Ministry may impose fines on the notifying parties in
                                                               case of failure to supply information or provision of
19     Who is responsible for making the notification and
                                                               incomplete or misleading information.
       are there any filing fees?                                  Maximum fines:
                                                               ■ Corporate entities: 5 per cent of the turnover achieved in
Those subject to an obligation to notify are all individuals
and corporate entities that acquire control of all or part        France the previous financial year (plus, where appli-
of an undertaking. In the case of the creation of a joint         cable, the turnover achieved in France over the same
venture, the parent companies are under an obligation of          period by the acquired party);
                                                               ■ Individuals: 1.5 million Euro (US$1.7 million).
joint notification.
   There are no filing fees.                                    The Ministry may also retract the decision authorising
                                                               the operation. In such a case, and save where the situation
                                                               that existed prior to the concentration is restored, the
 Substantive assessment of the merger and                      parties will be bound to notify the transaction a second
 outcome of the process                                        time within one month of the retraction of the decision.
20     What is the substantive test against which a merger
       will be assessed?
                                                               23     During the regulatory process, what provision is
The substantive test for clearance is whether the transac-            there for the protection of commercially sensitive
tion significantly lessens competition, especially by creat-           information?
ing or strengthening an individual or dominant position.       The notifying parties should indicate in their notification
   In several decisions, the Ministry cleared operations       what information constitutes business secrets in order that
where the new entity had more than 50% market shares.          such information be treated as strictly confidential. The
Such was the case in Champi-Jandou/Royal Champignon: the       parties have 15 days from the date of the receipt of the
new entity had more than 75% market shares. In the field        decision to indicate to the Ministry which information is
of air transport, the Ministry cleared the AOM/AIR             confidential information.
LIBERTE operation without any conditions whereas the              Commercially sensitive information is e.g. market
new entity had 100% market shares on two relevant              shares, or certain details concerning possible undertakings.
markets.                                                       On the contrary, when behavioural remedies are ac-
   A merger can also be challenged on oligopoly grounds.       cepted, they are published in full.
In several cases, the DGCCRF assessed a merger on the             The Ministry has several solutions to keep such
basis of the concept of ‘‘collective dominant position’’.      information secret. It can withhold certain references or
For example, in the AOM/AIR LIBERTE operation, the             replace detailed information by more general information.
risk of a collective dominant position was ruled out.             Finally, the Ministry is not bound by the parties’ request
   The test applies to vertical and conglomerate mergers.      to withhold certain information.
Thus, the DGCCRF takes into consideration portfolio
effects, for example in SEB/MOULINEX.
   Economic efficiencies can be taken into account by the       24     How does the regulatory process end?
competition authorities when assessing a concentration.
However, this is rare in practice as it can only take place    The regulatory process ends as follows:
during the second phase of the review process. The NCC         ■ The Ministry may clear the operation (with or without
requires the Competition Council to assess whether the           any conditions): the required form is an authorisation
operation makes a sufficient contribution to economic             letter from the Ministry;
progress to offset the damage to competition. The Ministry     ■ The Ministry may modify the concentration, order
can then, in its final decision, compel the parties to comply     injunctions or prohibit the operation: in such cases, the
with the requirements aimed at ensuring that sufficient           required form is an ‘‘arrete ministeriel’’.
                                                                                          ˆ´        ´

               Bredin Prat                                                                                                       France

               25     Where competition problems are identified, is it            where applicable, the turnover achieved in France over
                      possible to negotiate ‘‘remedies’’ which are               the same period by the acquired party);
                      acceptable to the parties?                                 For individuals: up to 1.5 Million Euro (US$1.7 million).
               The parties to the transaction may propose amendments          If the Ministry (or other Ministries) plans to make a
               to the transaction or accept amendments proposed by the        decision, the Ministry must send the project of its decision
               Ministry in order to remedy competition issues.                to the involved party (or to the notifying parties if the
                  Behavioural as well as structural remedies may be           retraction of the decision authorising the operation is
               proposed by the parties to the Ministry. It can be an          considered), along with the Competition Council’s opin-
               undertaking to sell assets to third parties (those parties     ion. The parties are granted a deadline to send their
               should be approved by the Ministry), the execution of a        observations.
               contract (e.g. a trademark or patent licence), the amend-
               ment of the conditions of sale. The parties can also           28     Will a clearance decision cover ancillary
               undertake to keep the Ministry informed of any change                 restrictions?
               in the structure of the relevant market (such as an increase   Contrary to EC law, French merger control regulation

               in the parties’ market shares) or not to increase their        does not have specific provisions on ancillary restrictions.
               market shares.                                                 The French decisional practice is nevertheless largely in
                                                                              line with the EC one. In a letter dated 24 July 2002
               26     At what stage in the process can the negotiation of     (RAISIO/LATEXIA), the Ministry underlined that restric-
                      remedies be commenced?                                  tions which are necessary and directly linked to the
                                                                              concentration should be covered by the clearance deci-
               Undertakings can be submitted to the Ministry at any           sion.
               time during the first five weeks in phase I, and during the
               fourth month in phase II.
                                                                              29     Can a decision on merger clearance be appealed?
                  Where the parties submit undertakings more than two
               weeks after full notification of the operation, the period of   According to Article R. 311-1 of the Code of Administra-
               five weeks is extended and phase I terminates three weeks       tive Justice, the highest administrative Court (‘‘Conseil
               after the date on which these remedies are proposed.           d’Etat’’) is competent for appeals against the Ministry’s
               During phase II, where undertakings are submitted more         decisions. Those decisions may be reviewed on the
               than one week after the date on which the Ministry             grounds of abuse of power (‘‘exces de pouvoir’’) or for breach
               receives the opinion of the Competition Council, phase         of a procedural rule. Appeals must be made (i) by the
               II is extended by three weeks from the date on which           parties within two months of the notification of the
               remedies are proposed.                                         decision and (ii) by third parties within two months of the
                                                                              publication of the decision. Appeals do not result in the
                                                                              suspension of the Ministry’s decisions.
               27     How are any negotiated remedies enforced?
               Companies have to comply with their undertakings; to           30     Is there a time limit for enforcement of merger
               this end, they must inform the Ministry about their                   control legislation?
                                                                              If the DGCCRF did not reply to the notifying parties at
                  Whenever the Ministry considers the parties have not
                                                                              the end of phase I, the operation is considered to be
               complied with their undertakings, it may refer the matter
                                                                              authorised. It the parties have submitted undertakings
               to the Competition Council. The Competition Council
                                                                              when notifying or during phase I, the authorisation is
               then has to determine whether the parties complied with
                                                                              considered to be valid on the basis of those undertakings.
               their undertakings. The Ministry is bound by the
               Competition Council’s opinion.
                  If the Competition Council considers that undertakings       Miscellaneous
               have not been fulfilled, the Ministry (or other Ministries)
                                                                              31     To what extent do the regulatory authorities in your
               can:                                                                  jurisdiction liaise with those in other jurisdictions?
               ■ Retract the decision authorising the operation. In such
                                                                              The DGCCRF and the Competition Council are both
                  a case, and save where the situation that existed prior
                                                                              members of the International Competition Network and
                  to the concentration is restored, the parties will be
                                                                              the European Competition Network.
                  bound to notify the transaction a second time within
                                                                                The Competition Council also participates and leads
                  one month of the retraction of the decision;
                                                                              several working groups within international bodies, in
               ■ Require the parties to comply, within a time limit fixed
                                                                              particular WTO, UN and OECD.
                  by the Ministry, with the orders, injunctions or
                  undertakings, under penalty of incurring a daily fine;
               ■ Impose fines;                                                 32     Please identify the date as at which your answers
                  For corporate entities: up to 5 per cent of the turnover           are up to date.
                  achieved in France the previous financial year (plus,        30 June 2004.

                                                                                                  ICLG TO MERGER CONTROL 2005
Bredin Prat                                                                                                                     France

                         Robert Saint-Esteben                                                   Hugues Calvet
                         Bredin Prat                                                            Bredin Prat
                         130, rue du Faubourg Saint-Honore                                                                      ´
                                                                                                130, rue du Faubourg Saint-Honore
                         F-75008 Paris, France                                                  F-75008 Paris, France
                         Tel:   +33 1 44 35 35 35                                               Tel:   +33 1 44 35 35 35
                         Fax:   +33 1 44 35 35 05                                               Fax:   +33 1 44 35 35 05
                         Email:                               Email:

 Robert Saint-Esteben is a partner of Bredin Prat, one of the leading   Hugues Calvet is a partner at Bredin Prat, one of the leading French
 French law firms. He was born in Ustaritz, France in 1942 and           firms. Hugues Calvet specializes in competition law. A member of
 graduated from the University of Paris and the Ecole Nationale des     the Paris and Brussels bars, he regularly appears before the
 Impots in 1964 and from the Centre for European Studies of the         European Commission, the European Courts, the French antitrust
 European Communities in 1966. He has been a member of the              authority (‘‘Conseil de la Concurrence’’) and the French Courts.
 Paris bar since 1975. Robert Saint-Esteben is recognized as a             His practice encompasses the whole range of antitrust cases:
 leading practitioner in the field of French and European competition    merger control, cartels, abuses of a dominant position and State

 law as well as general antitrust practice and litigation before the    aids. Hugues Calvet has represented major French and interna-
 French and European courts. Robert Saint-Esteben frequently            tional clients from a vast array of industries; banking, telecoms,
 speaks on competition issues and is the author of a number of          media and entertainment, air transport, energy, postal services,
 articles focusing on French and European competition law.              luxury, wine.
                                                                           He has been involved in many landmark cases concerning the
                                                                        liberalisation of telecoms and energy sectors.
                                                                           Hugues Calvet graduated from the University of Toulouse (1979
                                                                        – DEA de droit prive fondamental) and the Ecole Nationale de la
                                                                        Magistrature (1981 – 1983). He was a law clerk (‘‘referendaire’’)
                                                                        at the European Court of Justice in Luxembourg from 1987 to
                                                                           Hugues Calvet teaches European Competition law at the Paris I
                                                                        University (Pantheon-Sorbonne – DESS de droit europeen). ´

                                                      Bredin Prat
        Founded in the early 1960s, Bredin Prat’s practice originally focused on corporate, commercial and
        civil litigation before the French courts and French and international arbitration courts. Over the last
        decade, while continuing the firm’s historic litigation-based practice, Bredin Prat has expanded its
        practice areas into mergers and acquisitions, securities law, banking and finance and EC and French
        competition law. This expansion has coincided with an international broadening of the firm’s client
        base to include, in particular, American, British and other European-based industrial communication
        and financial service companies. As part of this expansion, a group of Anglo-American Paris-based
        attorneys and members of the New-York bar were formally merged into the firm in 1992. The firm’s
        European law activities have been strengthened by the opening in January 1999 of an office in
        Brussels, currently headed by partner Marc Pittie.


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