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Victory: November 2015: Swiss Securities Law Victory

November 2015

On September 1, 2015, Quinn Emanuel obtained an important victory before the Swiss Federal Administrative Court in the context of the legal battle surrounding the sale of the controlling stake in Swiss-based specialty chemicals company Sika AG by the successors of the company’s founder to French conglomerate Saint-Gobain.

As strategic legal advisers, the firm, together with local counsel appearing in court, represents the majority shareholders of Sika AG who have pooled their voting rights in a company named Schenker-Winkler Holding AG. This holding company along with the controlling stake in Sika AG has been sold to French conglomerate Saint-Gobain. The deal was signed back in December 2014 but has not been closed so far. Saint-Gobain did not make a public offer to other shareholders since the articles of association of Sika AG explicitly waive such an obligation of an acquirer of shares in the company.

The majority of the management board of Sika AG and several minority shareholders are opposed to this transaction and committed to block it, or at least substantially delay, its closing date. To this end, the majority of the management board of Sika AG in several instances drastically restricted the voting rights of Schenker-Winkler Holding AG to preserve the status quo ante for the time being. In support of this move, the investment vehicles of Bill Gates (that are powerful minority shareholders of Sika) commenced legal proceedings arguing that the acquisition of Schenker-Winkler Holding AG by Saint-Gobain triggered an obligation to make a public offer on the same terms to all the other shareholders of Sika AG, irrespective of the aforementioned opting out-clause.

Now, the Swiss Federal Administrative Court has dismissed the complaint brought by Bill Gates and his investment vehicles on the merits by unappealable decision. The court, in favor of Schenker-Winkler Holding AG and co-defendant Saint-Gobain, found that Saint-Gobain is under no obligation to make a public offer to other shareholders as it can invoke the valid and enforceable opting out-clause.