REPRESENTATIVE EXPERIENCE
Francesco Carloni
Merger Control/FDI/FSR
Represented a leading manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space, and process industry end markets in its US$1.1 billion acquisition of a leading provider of sensor-based technologies for aerospace, nuclear, and process industries the Administrative Council for Economic Defense in Brazil (CADE), the General Authority for Competition in Saudi Arabia, the US Federal Trade Commission, the Foreign Investment Control of the Ministry of Economy in France (FDI), the Department of Enterprise, Trade, and Employment in Ireland (FDI), the Office of the President of the Council of Ministers in Italy (FDI), and the Investment Security Unit within the Cabinet Office in the UK (FDI).
Represented a global construction and engineering company in connection with the US$1.2 billion divestiture to a global engineering and energy company before the Administrative Council for Economic Defense in Brazil (CADE), National Antitrust Commission in Mexico, the Ministry of Economy of the United Arab Emirates, the Ministry of Economy, Trade and Business in Spain (FDI), and the Committee on Foreign Investment in the United States (CFIUS).
Represented a global car parts supplier in its €440 million acquisition of a leading manufacturer of car parts before the European Commission, the US Federal Trade Commission, Turkish Competition Authority, and the Federal Economic Competition Commission in Mexico.
Represented a global leader in measurement technologies in its acquisition of a 3D software business before the Turkish Competition Authority and the Korea Fair Trade Commission (KFTC).
Represented a subsidiary of one of the largest electricity companies in Japan focusing on global energy solutions in a deal with an energy company that brings cost-effective solutions to the power grid with large-scale battery storage.
Represented a leading medical supplier in its US$3.7 billion acquisition by a global biotechnology, biomedical engineering firm, and manufacturer of medical devices before the US FTC and Turkish Competition Authority.
Represented a global company in its divestiture of its assisted reproductive technology business lines to a global investment firm before the Cypriot Competition Authority, Foreign Investment Control of the Ministry of Economy in France (FDI), and the Office of the President of the Council of Ministers in Italy (FDI).
Representing a global supplier of security equipment in connection with the European Commission's first ex officio FSR investigation regarding alleged foreign subsidization to another global security equipment supplier.
Represented a global conglomerate in its proposed US$650 million acquisition of a chemical specialist company before the US FTC, the German Federal Cartel Office, the Irish Competition and Consumer Protection Commission, Israel Competition Authority, Taiwan Fair Trade Commission and the Competition Commission of Singapore, and the National Security and Investment Act in the UK (FDI).
Represented a large consortium of privately held companies which together with other companies delisted and acquired control over a company in an all-cash transaction for an enterprise value of approximately US$10.9 billion before the Australian Commission and Consumer Commission, the Chile's competition authority, the State Administration for Market Regulation in China (SAMR), the Brazilian Competition Authority (CADE), the European Commission, the Taiwan Fair Trade Commission (TFTC), the Turkish Competition Authority, and the US FTC. The transaction also requires post-closing filings in Egypt, Argentina, Indonesia, and Canada (FDI).
Represented a global technology company in its US$3.8 billion divestiture to MaxLinear before the US FTC and SAMR in China.
Represented a global security services provider in connection with its US$3.2 billion acquisition of another electronic security provider before the European Commission, Canada, Colombia, US FTC/DOJ.
Represented a cancer detection company as third-party intervener before the European Commission and the US FTC in connection with Illumina’s US$8 billion proposed acquisition of Grail (2021-2022), the first-ever case referred upwards to the Commission following the review of its approach to Article 22 EUMR.
Represented a global information technology in its US$2.75 billion acquisition of an enterprise asset management company before the US Federal Trade Commission, the Brazilian Competition Authority (CADE), the Austrian Competition Authority, and the German Federal Cartel Office.
Represented a manufacturer of equipment for the wood and plywood industry in its US$325 million divestiture to a private equity before the US FTC, Austrian Competition Authority, and the Russian Federal Anti-Monopoly Service.
Represented a global conglomerate before the European Commission in connection with remedies implementation of Elanco’s US$7.6 billion acquisition of Bayer Animal Health.
Represented a global security services provider in connection with its acquisition of electronic security businesses in Germany, Portugal, Switzerland, Singapore, and India.
Represented a pharmaceutical company in connection with its US$1.3 billion acquisition by another pharmaceutical group before the competent antitrust authorities globally.
Represented a company active in engineered materials, optoelectronic components, and optical system in its US$3.2 billion merger of another manufacturer of optical communication components and subsystems before the competent antitrust authorities globally.
Represented a company active in forklift trucks, warehouse equipment, and industrial trucks in connection with the global merger control aspects of its multimillion-euro investment in a company that is an active supplier of forklifts.
Represented a company active in the packaging industry in connection with the global merger control aspects of its US$500 million acquisition of a company active in the packaging industry before the competent antitrust authorities.
Represented a pharmaceutical company in connection with the JV between a multinational manufacturing company and a wholesale building materials supplier before the European Commission.
Represented a company active in the development, publication, and services of mobile and PC online games in connection with the global merger control aspects of its acquisition of a company active in the gaming industry before the competent antitrust authorities.
Represented a media entertainment company in connection with Comcast/Sky before the European Commission.
Represented a pharmaceutical company in connection with CVC/Recordati before the European Commission.
Represented a company developing and marketing security and inspection systems in connection with the implementation of remedies in Smiths/Morpho before the European Commission and the US DOJ.
Representing an association representing the interests of travel distributors and global distribution systems in German airline assets before the European Commission.
Represented the holding company of a company distributing electrical equipment in its investment in a renewable energy company.
Represented a producer and distributor of specialty chemical materials in its joint venture with an investment intermediation company and an energy company before the European Commission.
Represented a company active in the manufacturing and distribution of automotive spare parts in its acquisition of a leading pan-European business-to-business distributor of car parts before the European Commission. The enterprise value is US$1.1 billion.
Represented a global private equity firm and the founders of a leading pharmaceutical company in the areas of women’s health and endocrinology in its acquisition by a global investment banking, securities, and investment management firm and a private equity investment company before the European Commission and a number of non-EU competition authorities.
Represented a French holding company in its US$440 million acquisition of a luxury cruise-ship operator from a pan-European private equity investor involving multijurisdictional filings.
Represented a leading natural gas storage company in its proposed acquisition of a 50% stake in a JV active in the underground storage of natural gas.
Represented a global provider of technology services to telecommunications companies’ US$300 million acquisition of a California-based mobile network servicing company involving multijurisdictional filings (telecommunication services to MNOs) (e.g. Austria, Taiwan, Ukraine).
Represented a multinational pharmaceutical company’s US$4 billion acquisition of a generic drug maker involving multijurisdictional filings (e.g. Poland, Russia, South Africa, Ukraine).
Represented an operating company within a diversified global manufacturer with annual revenues of more than US$8 billion before the South Korean competition authority in its acquisition of a major engineered pumps manufacturer.
Represented private equity funds as third-party intervener in EU proceedings and assisted a leading systems for dialysis and extracorporeal blood purification company in its proposed acquisition of certain divested asset (medical equipment).
Represented a global provider of technology services to telecommunications companies before the European Commission and acted as lead associate in representation before non-EU competition authorities (e.g., Argentina; Brazil; Colombia; Jersey; Taiwan; Ukraine) in connection with its €550 million acquisition of another global provider of technology services to telecommunications companies. Drafted Form RS, Form CO; worked closely with economists; engaged in remedies discussions with the Commission and prepared Form RM and Commitment schedules (Phase II clearance with remedies) (roaming services to MNOs).
Represented a major diversified industrial, technology, and services group in its acquisition of the aviation business of an Italy-based manufacturer of aviation propulsion components and systems for civil and military aircraft for US$4.3 billion.
Represented an Italian dairy group before the European Commission in connection with a French dairy company’ takeover bid worth €3.4 billion on 100% of its share capital. (Phase I clearance without conditions) (NB: the merger created one of the largest dairy groups).
Represented a global financial services provider and a private equity firm before the Italian Antitrust Authority in connection with several acquisitions (Phase I clearance (basic industries; services)).
Represented a biocides company before French and German competition authorities in connection with a drugs industry supplier 's US$1.4 billion acquisition of all of its outstanding shares (NB: the merger created one of the world's largest microbial control companies (biocides)).
Represented a global food and beverage company in its US$39 billion disposal of its majority interest in a leading eye care company to a major pharmaceutical company. Drafted Form CO; engaged in remedies discussions with the Commission and prepared Form RM and Commitment schedules (Phase I clearance with remedies) (pharmaceuticals).
Represented a global science-based healthcare company in its US$41 billion merger with a global research-driven pharmaceutical company. Drafted Form CO (Phase I clearance without remedies) (pharmaceuticals).
Represented a company active in the design, manufacturing, and marketing of construction, mining, and agricultural machinery before the Italian Competition Authority in its acquisition of a South Korean seal manufacturer (Phase I clearance) (seal components).
Represented a digital map provider in its US$8.1 billion acquisition by a provider of equipment, solutions, and services for electronic communications networks. One of the first vertical mergers being assessed under the Commission’s non-horizontal merger guidelines (Phase II clearance without remedies) (digital maps).
Advised a major Italian banking group in connection with antitrust compliance, reportability, and merger control aspects of potential acquisitions.
Cartel and Abuse of Dominance Investigations/Counseling and Compliance
Represented a global iconic luxury brand in connection with the implementation of its antitrust compliance program and trainings globally.
Representing an Italian trade association for the fashion industry before the European institutions in connection with the review and implementation of the Eco-Design for Sustainable Products Regulation (ESPR) Regulation.
Represented a global iconic brand before the European Commission and the US Department of Justice in connection with their investigation into alleged cartel conduct in the fashion sector.
Represented a French trade association for the fashion industry in the legislative process for the adoption of the proposal for a new Ecodesign for Sustainable Products Regulation (ESPR 2022/0095(COD)).
Represented a global luxury brand with the review of its online T&C regarding its jewellery products in the EMEA.
Represented a number of global luxury brands in connection with the design and implementation of selective distribution in Europe and distribution strategies globally.
Represented a global luxury brand with the review of its online T&C regarding its fashion products globally.
Represented the Italian chamber for fashion in preparing its contributions to the European Commission’s consultation on Vertical Block Exemption Regulation (VBER).
Represented a French trade association for the fashion industry in preparing its contributions to the European Commission’s consultation on Vertical Block Exemption Regulation (VBER).
Represented a global nuclear supplier in connection with the assessment and review of its long-standing JV regarding the European nuclear energy market in connection with exclusivity, licensing, and termination issues.
Represented one of the largest automotive associations in connection with the establishment of the automated driving system standard before the European Commission and competent competition authorities globally.
Represented a leading air carrier before the European Commission and the US Department of Travel in connection with the unwinding of the Transatlantic JV with Delta Airlines, Air France-KLM, and the new cooperation with Delta Airlines.
Represented two of the largest trade associations in the fashion sector (whose members account for more than €300 billion sales) in connection with the European Commission’s e-commerce sector inquiry.
Represented a number of the most iconic fashion brands in the implementation of their antitrust compliance program globally.
Represented a sectorial professional association in connection with antitrust compliance.
Represented a trade association active in the fashion sector in connection with antitrust compliance.
Represented the two largest trade associations active in the fashion sector in connection with the European Commission’s review and evaluation of the EU rules on distribution agreements.
Represented of a major provider of computer software and operating system’s defense against the Statement of Objections and subsequent Letter of Facts in Commission’s 102 TFEU investigation in relation to alleged tying practices. Drafted sections of response to the Statement of Objections and Letter of Facts; prepared letters to the Hearing Officer (e.g., request for time extension, access to file, lifting of confidentiality (case settled in December 2009)) (high-tech).
Represented a leading semiconductors company in a European Commission investigation into a complaint alleging abuse of a dominant position. Assess case file; drafted legal memoranda.
Represented a major international liner shipping company in European Commission investigation into container shipping transport services concerning alleged anti-competitive price signaling behavior.
Represented a global science-based healthcare company in complex sector inquiry seeking to examine the workings of competition in the European Commission’s pharmaceutical sector (NB: seconded to the company's headquarters to prepare response to Commission's first questionnaire).
Represented an over-the-top media services company in connection with state aid issues before the European Commission.
Represented an Italian shipping company against the Italian State's illegal measures granting unjustified berthing priority and lump-sum payment to another shipping company in the Gulf of Naples in its alleged capacity as the directly appointed operator of public service obligations.
Represented a global financial services company in the investigation in Mexico of one of its subsidiaries which is the second largest bank in Mexico (seconded in Mexico City for three weeks (June 2014)). Conducted interviews of certain employees and prepared an analysis of findings.
Advised a major Italian banking group, an international financial services provider in connection with the implementation of the prohibition of interlocking directorships in Italy.
