NYLJ_2019_legal-department

Bayer AG's legal team, nominated by Sullivan & Cromwell, had an extraordinary year of accomplishments related to the company's $64 billion purchase of Monsanto—the largest acquisition ever of an American company by a foreign buyer, the largest completed all-cash takeover in history and the largest M&A transaction by a German company.

As described in detail in the Sullivan & Cromwell nomination submission, the legal team had to tackle issues in the areas of antitrust, M&A, intellectual property, environmental law and tax.

On the antitrust front, the team had to surmount a series of hurdles posed by regulators around the world, as this deal would combine two of the world's largest suppliers of agricultural products. Bayer's in-house lawyers developed novel ways to ease government concerns.

In addition, Bayer's lawyers helped develop a completely original piece of technology that it used to deliver enormous amounts of economic data to the European Commission and which allowed Bayer and Monsanto to transmit information faster and more accurately than other commercial options available.

Resolving IP issues also required novel thinking. The U.S. Department of Justice raised concerns about Bayer's immense portfolio of patents, but Bayer was able to retain vital crop science IP that it might have lost.

On the financing front, the company's lawyers helped raise $19 billion in equity capital, including a record-breaking €4 billion mandatory convertible bond.

The extraordinary and creative efforts of Bayer's in-house lawyers enabled the company to move forward on this landmark deal, and for this the New York Law Journal honors Bayer with its In-House Legal Department of the Year award.