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.
