Jones Day and Sullivan & Cromwell advised Bayer on arbitration ruling against BASF
Jones Day and Sullivan & Cromwell advised Bayer on arbitration ruling against BASF
With the ICC verdict, three years of proceedings have come to an end
US law firms Jones Day and Sullivan & Cromwell have assisted the German pharmaceutical and biotech company, Bayer, to secure a landmark victory in a post-M&A arbitration against German chemicals company BASF.
The arbitration tribunal at the International Chamber of Commerce (ICC) was centered on claims made by BASF, advised by Freshfields Bruckhaus Deringer. It was alleged that Bayer had not properly disclosed the cost structure of businesses it had acquired from Bayer. This resulted in the latter overpaying for those businesses.
BASF had purchased more than €7bn in assets related to seeds and pest control businesses that Bayer was forced to offload as part of its acquisition of the US agrochemical company Monsanto. It was reported that around €1.7bn plus interest was at stake in the dispute.
The ICC ruled in favor of Bayer, dismissing in full all claims asserted by BASF, bringing the three years proceedings to an end.
The Jones Day team advising Bayer was headed by an M&A partner and its German business partner-in-charge Ansgar Rempp in Düsseldorf and global disputes partners Johannes Willheim in Frankfurt and Paris and Tom Mahlich in Frankfurt.
The team also comprised M&A partner Martin Schulz in Munich, global disputes partner Amy Kläsener in Frankfurt, M&A of Counsel Zhaoxia Chen in Düsseldorf and M&A and private equity counsel Korel Kaplan in Munich.
Sullivan & Cromwell, which advised Bayer on the original M&A deal, acted as co-counsel. Its team included New York-based intellectual property and technology litigation co-head Dustin Guzior, litigation partner Rick Pepperman, former partner Steven Holley, special counsels Akash Toprani and Bill Wagener and associates Alex Gross, Colin Hill and Michael Lemanski.
Bayer's in-house counsel included senior legal counsel Max Thümmel and senior counsel Thomas Reuter.
Freshfields, a longstanding adviser to BASF, had also advised its client on the original M&A deal. Its team on the arbitration featured Boris Kasolowsky and Carsten Wendler in Frankfurt and New York-based Elliot Friedman and Lee Rovinescu.
