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Lars Rueve

European Counsel

Lars Rueve

European Counsel
Frankfurt +49-69-4272-5200+49-69-4272-5200 +49-69-4272-5210+49-69-4272-5210
[email protected]
Lars Rueve is a European Counsel and member of Sullivan & Cromwell’s German law practice group and has extensive experience in capital markets and M&A transactions as well as in general securities and corporate law matters, including, in particular, capital markets compliance and post-admission obligations, corporate governance and executive compensation, including stock option programs.

Mr. Rueve studied law at the Westfaelische Wilhelms-University Muenster, Germany, continued his legal studies at the University of Virginia School of Law, Virginia, USA, graduating as LL.M., and earned his Dr. jur. degree from the Ludwig-Maximilians-Universitaet Muenchen, Germany. He joined S&C’s New York office in 2006 and transferred to the Frankfurt office in 2008.


SELECTED REPRESENTATIONS

  • IPOs: Advised issuers such as Westwing, home24, Instone, Dermapharm (all 2018), Springer Nature (2018, abandoned), Delivery Hero, HelloFresh (both 2017), OFFICEFIRST (2016, abandoned), Deutsche Pfandbriefbank, Sixt Leasing (both 2015), TLG Immobilien, Rocket Internet (both 2014), Deutsche Annington (today: Vonovia, 2013) and Evonik Industries (2013) on their IPOs and Rocket Internet and Zalando in connection with the first cornerstone investments in German IPOs. He also advised the underwriters in the IPOs of Covestro, windeln.de, Tele Columbus (all 2015), Zalando (2014) and Springer Science (2013, abandoned).
     
  • Rights issues: Advised issuers such as Bayer on its €6.0 billion rights issue in connection with the refinancing of the Monsanto acquisition (2018), Schaeffler (2015) and Porsche Automobil Holding (2011). He also advised the underwriters in Commerzbank’s 2011 €11 billion rights issue and in the rights issues of Tele Columbus (2015), IVG Immobilien (2011), Draegerwerk (2010) and Deutsche Postbank (2008).
     
  • Share buy-backs: Advised issuers on share buy-back programs and public purchase offers to buy-back shares.
     
  • Private placements: Advised shareholders in secondary placements such as Activum on its sale of Instone shares (2018), Hypo Real Estate on its sale of Deutsche Pfandbriefbank shares (2018), Rocket Internet on its sale of HelloFresh shares (2018), Siemens on its € 1.2 billion sale of Osram shares (2017), Oaktree on its sale of alstria REIT shares (2016), Goldman Sachs and KKR on their sale of KION shares (2015) and pre-IPO shareholders in their sale of Zalando shares (2015). He also advised issuers on undocumented private placements of new shares including Bayer on its €3 billion issue of new shares to Temasek (2018), Delivery Hero (2017 and 2020), TLG Immobilien (2019 and 2017), ProSiebenSat.1 (2016), PAION (2016), Deutsche Annington (today: Vonovia, 2014) and Deutsche Wohnen (2013) as well as several bookrunners in placements of secondary shares of Delivery Hero (2018-2019) and Scout24 (2017-2018) as well as of treasury shares of LEONI (2009); in addition, he advised Delivery Hero on an equity collar transaction (2019).
     
  • Advising principals on private M&A transactions: Delivery Hero SE on its $4.0 billion agreement to acquire Woowa Brothers Corp. (2019), owners on the sale of BEOS to Swiss Life (2017-2018); Activum on the abandoned M&A side of the Instone dual-track transaction (2017-2018); Rhône Capital on the sale of CSM Bakery’s fats business to AAK Belgium (2014); HSE Entsorgung on the sale of its water business to Skion (2013), shareholders on the sale of Novaled to Samsung Industries (2013), CPPIB on its abandoned bid for Hochtief Airports (2012), Hospira Inc. on its sale of Wasserburger Arzneimittelwerke to Recipharm (2010), Rio Tinto on the sale of its German Alcan subsidiaries to Amcor (2010), Fiat on its abandoned bid for General Motors’ European car manufacturing business (2009), RHJ International on its bid for IKB Deutsche Industriebank (2008) as well as other clients on several abandoned non-public transactions.
     
  • Advising principals on public M&A transactions: Merck on its $6.5 billion acquisition of Versum Materials (2019), Drillisch on its €8.3 billion business combination with United Internet (2017) and Lone Star Real Estate Fund IV on its voluntary public tender offer to all shareholders of ISARIA Wohnbau (2016).
     
  • Executive compensation: Advised issuers on management board service agreements, long-term incentive programs, including restricted/virtual stock option programs and stock option programs, as well as supervisory board compensation.