Matter List

Selected Disputes

Arbitration Cases as Party Advocate

1. Client:  German Manufacturing Conglomerate, Respondent

Other Party:  North American Conglomerate 

Matter: M&A dispute under German law with over 300 individual purchase price accounting adjustments, breach of contract, breach of warranty and fraud claims under German law, ICC Rules, Swiss situs 

Responsibilities:  Supervise accounting expert review of documentary evidence; witness investigation; develop and supervise 6 to 10 member attorney team with equal number of accounting consultants in preparation of circa 60 briefs on accounting adjustments; contribute portions of  and review entire Statement of Defense; develop and draft procedural brief opposing statements on nova including supervision of 6 to 8 attorney member team; develop and draft procedural brief opposing document discovery requests including supervision of circa 4 member attorney team; prepare procedural hearing and further procedural submissions;  supervise, draft and organize submission of two rounds of 20+ written witness statements  including translations; develop, management and review of submission of Expert Report on accounting adjustments by Expert Witnesses Team (circa 20 accountant team members and circa 6 attorneys); prepare and participate in procedural hearing; prepare Evidentiary Hearing Schedule; organize supervise for 20+ witness testimony preparation sessions; liaise with Client at various levels; review settlement agreement 

Value:  Euro 1 Billion

Result:  Settlement at 15 % of Claim to satisfaction of Client

2. Client: German Pharmaceutical Manufacturer, Respondent-Counterclaimant

Other Party:  South American Distributor

Matter:  Claim for breach of minimum sales provision, counterclaim for wrongful termination of distribution agreement, US state law, AAA ICDR proceedings, US situs

Responsibilities:  All; documentary and witness investigation, develop theory of the case, draft Answer to Request for Arbitration, draft briefs on enforcement of arbitration agreements extending to side agreement in US court action; negotiate and draft settlement agreement

Value:  US$ 300,000 Claim; US$ 100,000 Counterclaim

Result:   Settlement obtaining US$ 60,000 payment to Client on Counterclaim

3. Client:  US Chemical Manufacturer, Respondent

Other Party:  US / Spanish General Contractor

Matter:  ICC  proceedings and US situs

Responsibilities:  Documentary and witness investigation, draft briefs

Value:  US$ 100 Million (above undisputed amounts withheld)

Result:  Settlement for circa US$ 20 Million satisfactory to Client

4. Client:  US Conglomerate, Claimant

Other Party:  UK Electronics Company

Matter:  M&A dispute over tax-related earn-out provision, German law, DIS Rules, German situs

Responsibilities:  Draft briefs, represent Client as designated spokesman for certain topic at Hearing after initial representation before involvement had gone poorly

Value:  Over Euro 50 Million 

Result:  Client obtained settlement in about 40% of amount claimed; Client satisfied

5. Client:  Asian Automobile Manufacturer, Respondent

Other Party:  UK Service Provider

Matter:  Claim alleging breach of contract under German law, ICC Rules, German situs

Responsibilities:  All; documentary and witness investigation, supervise legal analysis by junior attorneys, develop theory of the case, draft briefs, present case at Preliminary Hearing, prepare witnesses for Evidentiary Hearing, conduct witness examinations 

Value:  Euro 30 Million

Result:  Success on 11 of 13 counts, rejection of 90% of liability claimed, Client satisfied

6. Client:  German Biotech

Other Party:  Danish Medical Distributor

Matter:  Client claimed material breach of Development and Distribution Agreement, Stockholm Chamber of Commerce Rules, Stockholm situs

Responsibilities:  Handle all facets of advising Client and developing plan of asserting claim, participate in negotiations and drafting of settlement agreement

Value:  Euro 50 Million

Result:  Settlement agreement to complete satisfaction of Client permitting Client to immediately take back product and IP

7. Client: US Medical Products Manufacturer, Respondent-Counterclaimant

Other Party:  Dutch Medical Products Distributor

Matter:  Claim of wrongful termination of distributor agreement, counterclaim of unpaid invoices, all under Dutch law, NAI proceedings, Dutch situs

Responsibilities:  Documentary and witness investigation, research Dutch law with Dutch co-counsel, consult with expert witness, develop theory of the case, draft briefs, draft settlement agreement

Value:  Euro 2 Million (Claim in excess of Counterclaim)

Result:  Settlement satisfactory to Client

8. Client:  Kuwaiti Construction Company, Claimant

Other Party:  East European Subcontractor

Matter:  Dispute over performance by subcontractor of construction contract for industrial facility in Kuwait, Swiss law, Swiss situs, ICC Rules and proceedings

Responsibilities:  Interview Witnesses, draft responses to questions of Tribunal, draft brief on costs, negotiate payment from Client

Value:  Circa US$ 20 Million

Result:  ICC Award in favor of Client of circa US$ 10 Million plus costs

9. Client:  Kuwaiti Construction Company, Claimant

Other Party:  US Subcontractor

Matter:  Construction dispute under US state law, UNCITRAL Rules, Swiss situs; related fraud action in US courts

Responsibilities:  Documentary and witness investigation, research law, develop theory of the case, draft briefs; obtain payment from Client

Value:  Circa US$ 5 Million

Result:  Settlement on favorable terms for Client

10. Client:  US Vehicle Manufacturer, Claimant

Other Party:  German Vehicle Manufacturer

Matter:  Dispute over pan-European JV and Distribution Agreement under Swiss law and various side letters, in particular breach by other party

Responsibilities:  Research applicable Swiss and US state law, develop theory of the case, draft correspondence to opponent, draft Request for Arbitration under applicable ICC Rules, advise on negotiations

Value:  Circa Euro 50 Million

Result:  Client achieved goal of contract for orderly disengagement from JV

11.  Client:  German Electronics Manufacturer, Respondent

Other Party:  Swiss Manufacturer/ Distributor

Matter:  Contract dispute under German law, Zurich Chamber of Commerce Rules, Swiss situs

Responsibilities:  Documentary and witness investigation, develop theory of the case, draft Answer to Request for Arbitration disputing jurisdiction, prepare negative declaratory judgment action before German court on jurisdiction of the arbitral tribunal, appear on behalf of Client in German proceedings

Value:  Euro 100,000

Result:  Arbitral Tribunal asserted jurisdiction, German court declined jurisdiction, Client filed for bankruptcy

12.  Client:  Austrian Distributor, Claimant

Other Party:  Asian Electronics Manufacturer

Matter:  Claim for wrongful termination of distribution agreement under German law, DIS Rules, German situs

Responsibilities:  Documentary and witness investigation, develop theory of the case, negotiate with opponent for settlement

Value:  Up to Euro 3 Million

Result:  Opponent doubled previous settlement offer

United Nations Compensation Commission Claims

1. Client:  Mid-Eastern Government, Claimant

Other Party:  UNCC

Matter:  Preparation and submission of  Compensation Claims to United Nations Compensation Commission (UNCC) for over 30 governmental agencies and state-owned companies, including environmental claims

Responsibilities:  Co-managed 12+ member team in on- and off-site documentary and witness investigation, develop loss analyses, consult with experts, draft statements of claim, liaise with UNCC Commissioners, liaise with Client; three rounds of submissions over 2+-year  period 

Value:  Over US$ 10 Billion

Result:  Recognition of some claims with net recovery

2. Client:  Kuwaiti Conglomerate, Claimant

Other Party:  UNCC

Matter:  Represent Client in on-site proceedings / investigation by United United Nations Compensation Commission (UNCC) Commissioners regarding compensation claims; obtain payment from Client

Responsibilities:  Review claims, meet with Client, on-site advocacy 

Value:  Over US$ 10 Million 

Result:  Reconsideration of original determination by UNCC

Arbitration-Related Litigation

1. Client:  Kuwaiti Construction Company, Respondent

Other Party:  East European Subcontractor

Matter:  Defense of ICC Award in favor of Client in set aside proceedings before the Swiss Federal Court on issues of first impression regarding interpretation of ICC Terms of Reference

Responsibilities:  Master proceedings file, research applicable Swiss law, draft brief (in German), liaise with local Swiss counsel, review rewrite by local counsel

Value:  US$ 10 Million

Result:  ICC Award in favor of Client upheld

2. Client:  US Chemical Manufacturer, Respondent

Other Party:  US / Spanish General Contractor

Matter:  U.S. litigation on the scope of arbitration clauses in related contracts and involving group of companies

Responsibilities:  Documentary and witness investigation, draft Answer to Requests for Arbitration, research and draft briefs on enforcement of arbitration agreements extending to side agreement in US court action; negotiate superceding consolidated arbitration agreement

Value:  US$ 100 Million (above undisputed amounts withheld)

Result:  Settlement for ca. US$20 Million satisfactory to Client

3. Client:  German Award-Creditors

Other Party:  US Award-Debtors

Matter:  Arbitral award enforcement proceedings in US

Responsibilities:  Advise on procedure and tactics in proceedings and settlement negotiations, review submissions and negotiate settlement

Value:  Circa US$ 1 Million per case

Result:  Recognition of Award resulting in satisfactory settlement agreements

Arbitration Cases as Arbitrator

1. Institution:  DIS

Role:  Chairman of 3-Member Tribunal

Matter:  Dispute for unpaid purchase price on an allegedly defective machine sold by a German company to a Czech company, allegedly inoperable arbitration clause, German substantive law,

Value:  Claim of Euro 14,000

Result:  Arbitral award with agreed wording within 3 months of appointment

2. Institution:  DIS

Role:  Party-Appointed Arbitrator of 3- Member Tribunal

Matter:  Dispute for unpaid invoices with alleged defenses under applicable German distributorship law between German claimant and U.K. respondent, including issues of  defense to arbitration agreement of  impecuniousness

Value:  Claim of Euro 200,000

Result:  Settlement

German Court Proceedings

1. Client: US Vehicle Manufacturer, Plaintiff

Other Party:  German Purchaser

Matter:  Dispute for unpaid invoices, Defendant argued breach of distributor agreement and right to indemnity (89 HGB), German law, German court (Landgericht)

Responsibilities:  Documentary and witness investigation, research law, develop theory of the case, draft briefs, appear on behalf of Client together with Korrespondenzanwalt

Value:  Claim Euro 400,000, Set-off Euro 1 Million

Result:  Court recommended 67% of Client’s claim, Defendant went bankrupt

2.-4. Client: US Manufacturer, Plaintiff

Other Party:  Three German Purchasers

Matter:  Three separate claims for unpaid invoices, various defenses, governed by German law and CISG, German courts

Responsibilities:   Documentary and witness investigation, research law, develop theory of the case, draft briefs, appear on behalf of Client together with Korrespondenzanwalt

Value:  Total Euro 45,000

Result:  Three judgments in favor of Client each for circa 90% of each claim

U.S. Litigation

Various cases involving Breach of contract, guarantee enforcement, lender liability, fraud, director liability, and replevin actions in the courts of Cook County and the U.S. Federal District for Northern Illinois.  Responsibilities included discovery requests, discovery review, depositions, motions and briefs, court appearances.

Disputes-Related Advice

1. Client:  US Chemical Company

Matter:  Advise Client on alternatives and optimal locations globally for accounts receivables potentially subject to seizure by third-party creditors of contract partner

Responsibilities:  Find and instruct local counsel from numerous locations (e.g., Bangladesh, Indonesia, Thailand, inter alia), analyzes results and recommend arrangements, review contracts reorganizing Client’s operations to implement new arrangement

Value:  Ca US$ 100 Million

Result:  Client satisfied with reorganization, no seizures of receivables

2. Client:  US-UK-Turkish Infrastructure Consortium

Matter:  Potential Power Plant Project Financing in Turkey

Responsibilities:  Research and advise Client on investment protection possibilities in project finance under US and UK Bilateral Investment Treaties, ICSID, OPIC and EXIM policies, and Turkish law; develop and review legal analysis with Turkish counsel; draft memos, presentations, model dispute resolution provisions

Value:   Circa US$ 1 billion

Result:  New risk assessment by Client

3. Client:  German Infrastructure Construction Company

Matter:  Advise on potential pre-contractual liability under Indian law for discontinuing negotiations with Indian local government agencies

Responsibilities:  Coordinate and review research and section drafts by colleagues, draft portions of memo

Value:  Over Euro 10 Million

Result:  Client followed recommendation and terminated contract negotiations without liability

Other Dispute-Related Matters

Review and drafting of numerous dispute resolution provisions, assistance in discovery and service of process in transnational litigation, early stage legal assessment of potential disputes.

Selected Transactions

M&A / Commercial Transactions

1. Client:  Europeans Chemical/Pharmaceuticals Conglomerate, Seller

Other Party:  US Chemical Pharmaceuticals Conglomerate

Matter:  Sale of global business segment

Responsibilities:  Drafting of asset and share sale and approximately 15 related Joint Venture disengagement agreements between seller and purchaser under New York and German law, organize and monitor information transfer

Value:  US$ 1.3 Billion

2. Client:  Public German Company, Acquirer

Other Party:  Privately-held US biotech company

Matter:  Acquisition in share-for-share exchange / contribution in kind

Responsibilities:  Review and drafting of transaction documents in 4 member team, in particular F-4 equivalent proxy statement , negotiations, primary adviser to Client

Value:  US$ 50 Million

3. Client:  US Financial Investor

Other Party:  German Healthcare Company

Matter:  Proposed acquisition

Responsibilities:  Organization and supervision of due diligence and reporting on  due diligence results by teams in seven countries in the bidding

Value:  US$ 1 billion

4.  Client:  Europeans Chemical/Pharmaceuticals Conglomerate, Seller

Other Party:  German / US Chemical / Pharmaceuticals Conglomerate

Matter:  Sale of global business segment

Responsibilities:  Coordination and drafting of restructuring IP licenses among US and German subsidiaries and a related asset/liability transfer involving Japanese entities

Value:  US$ 1 Billion

5.  Client:  Swiss Industrial Purchaser

Other Party:  Danish Conglomerate seller

Matter:  Proposed acquisition

Responsibilities:  Organization, supervision and reporting of due diligence by teams in nine countries, identification and formulation of appropriate representations, warranties and  indemnities on sale of Division

Value:  CHF 1.5 billion

6. Client:  US Financial Investor

Other Party:  German Pharmaceutical

Matter:  Proposed acquisition

Responsibilities:  Lead on due diligence and reporting on health regulatory issues

Value:  US$ 1 billion

7. Client:  Various German Companies, Seller and Purchaser

Other Party:  Various US Companies

Matter:  Sales of subsidiary and business segment, reinsurance

Responsibilities:  Drafting and negotiation of guarantee and side agreements subject to US law; advise on selected US law issues

Value:  From circa US$ 30 Million to US$ 1 Billion

8. Client:  German Biotech Companies

Other Party:  Anglo-Saxon Research and Distribution Companies

Matter:  Potential license agreements

Responsibilities:  Drafting and negotiation together with Client

Value:  Circa US$ 30 Million

Capital Markets Transactions

1. -3. Client:  Swiss Investment Bank

Other Party:  Swiss IPO Candidates; Three Separate Transactions

Matter:  IPO with 144A placement in the US

Responsibilities:  Sole responsibility for all matters (draft due diligence list, publicity guidelines, prospectus, UWA, research guidelines, draft and negotiate company counsel and own legal and disclosure opinions, comfort letter, agreement among managers etc.; supervise junior associate; documentary and interview due diligence)

Value:  Circa Euro 50-250 Million

3. - 6. Client:  German Investment Bank 

Other Party:  Swiss IPO Candidates; Three Separate Transactions

Matter:  IPO with 144A placement in the US

Responsibilities:  Sole responsibility for all matters (draft due diligence list, publicity guidelines, prospectus, UWA, research guidelines, draft and negotiate company counsel and own legal and disclosure opinions, comfort letter, agreement among managers etc.; supervise junior associate; documentary and interview due diligence)

Value:   Circa Euro 50-100 Million

7. Client:  Danish Biotech IPO Candidate

Other Party:  German Investment Bank

Matter: IPO with 144A placement in the US

Responsibilities:  Sole responsibility for all matters as international counsel to the Issuer (publicity guidelines, prospectus, UWA, draft and negotiate own legal and disclosure opinions, auditor engagement letter, etc.; supervise junior associate; documentary and interview due diligence)

Value:  Circa Euro 50 Million

8. Client:  Swiss Industrial 

Other Party:  U.K. Investment Bank

Matter:  Follow-on capital increase as acquisition financing including 144A placement in the US

Responsibilities:  International counsel to the issuer (publicity guidelines, prospectus, UWA,; supervise junior associate; documentary and interview due diligence) 

Value:  Circa Euro 50 Million 

9. Client:  Investment Bank Consortium

Other Party:  Austrian Telecommunications Conglomerate

Matter:  Privatization, IPO and dual European / US share listing

Responsibilities:  Due diligence, prospectus drafting, underwriting agreement analysis and drafting, various process management

Value:  Euro 1 Billion

10.   Client:  Investment Bank Consortium

Other Party:  Austrian Telecommunications Conglomerate

Matter:  Follow-on accelerated book-building private placement and Rule 144A placement under founder’s shares exemption in US

Responsibilities:  All

Value:  Euro 550 Million

11.   Client:  Swiss Investment Banks

Other Party:  Swiss Listed Company

Matter:  Subscription Rights Offering

Responsibilities:  All

Value:  Over Euro 250 Million

12.   Client:  Investment Bank

Other Party:  Public Swiss Company

Matter:  Public share offering in Switzerland with private placement of securities in the US under Rule 144A to finance the Swiss issuer’s cash bid for a Canadian multinational manufacturer

Responsibilities:  Due Diligence, prospectus drafting, opinion negotiation, comfort letter negotiation

Value:  CHF 516 Million

13.   Client:  German Biotech Company

Other Party:  Investment Banks, Regulatory Agencies

Matter:  IPO, advice on potential follow-on offerings, securities laws, US law

Responsibilities:  Primary Service Contact

Value:  Over Euro 50 Million

14. Client:  Investment Bank

Other Party:  Public Swiss Company

Matter:  Follow-on offering of securities in Switzerland Europe with private placement of securities in the US under Rule 144A

Responsibilities:  Due Diligence, prospectus drafting, opinion negotiation, comfort letter negotiation

Value:  CHF 273 Million

15. Client:  Investment Bank

Other Party:  Privately-Held Swiss Companies

Matter:  Private placement of securities in Europe and in the US under Investor-Letter procedure

Responsibilities:  Generally, All

Value:  CHF 45 M