Yves Quintin
Partner
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103-4196
USA
Phone: +1 215 979 1289
Fax: +1 215 689 3818
Email:
YQuintin@duanemorris.com
Yves Quintin practices in the areas of corporate law, mergers and acquisitions, contracts, venture capital, finance and international transactions.
Admitted to practice in New York and Paris, he formerly served as a legal and economic advisor in the Cabinet of the Governor of French Guiana. Mr. Quintin is the former chair of the International Law Committee of the Philadelphia Bar Association and the International Law Committee of the Young Lawyers Division of the American Bar Association. Fluent in French and German, he has authored numerous articles, published in English and French, on various aspects of international transactions, and has also lectured in the United States and abroad on mergers and acquisitions and related matters. His book on M&A, Les Fusions-Acquisitions aux USA, was published by Les Editions Bruylant (Brussels) and Yvon Blais (Québec) in 2005. Mr. Quintin has taught a mergers and acquisitions class at the University of Pennsylvania Law School.
Mr. Quintin is a graduate of the University of Michigan Law School (LL.M.), the University of Paris-IX-Dauphine (D.E.A. in economics), the University of Paris-V (LL.B.), l'École Supérieure de Commerce de Paris (M.B.A.) and Lycée Louis Le Grand (Paris). He is an avid competitive squash player, a soccer fan and windsurfing enthusiast.
Representative Matters
- Represented Vicept Therapeutics Inc. in its acquisition by Allergan, Inc. for a $75 million cash up-front payment plus up to an additional $200 million in milestone payments, as well as (undisclosed) sales earnouts.
- Represented biopharmaceutical company Ception Therapeutics, Inc. in its acquisition by Cephalon, Inc. for $250 million and up to $500 million in milestone payments.
- Represented Ception Therapeutics in a $100 million option agreement with Cephalon, pursuant to which Cephalon acquired an option to purchase all of the stock of Ception.
- Represented shareholders in the $200 million sale of stock of the holding company of a major media company (Fortune 100) and related reorganization.
- Represented Ception Therapeutics in its merger with Fulcrum Pharmaceuticals.
- Represented a mortgage insurance company in the $26.5 million divestiture of a structured-settlements subsidiary.
- Represented Iroko Holdings S.A. (Luxembourg) in its acquisition of iCeutica Inc. (Australia), a nanotechnology platform company, for an undisclosed amount.
- Represented a UK company in connection with the divestiture of its Israeli navigation-software subsidiary to a major U.S. information technology company for a reported $300 million.
- Represented a major Toronto Stock Exchange-traded Canadian company in connection with numerous acquisitions of companies in the United States.
- Represented a major U.S. public pension fund in connection with a $100 million preferred stock investment in an Irish company.
- Represented a major U.S. public pension fund in connection with a $40 million convertible notes investment in an Irish company.
- Represented a listed French company in connection with several acquisitions in the United States in the telecommunications field.
- Represented a listed French adhesives company in connection with a $110 million acquisition in the surface-protection industry.
- Represented the U.S. subsidiary of a major French minerals company in connection with several investments in China.
- Represented major U.S. engineering design software company in connection with acquisition of Canadian software company.
- Represented a U.S. manufacturer in connection with the purchase of an interest in a Hungarian company.
- Represented a U.S. pharmaceutical company in connection with a $26 million joint venture with a South African company relating to the worldwide distribution of a drug.
- Represented U.S. shareholders in connection with the divestiture of their interests in a privately owned German software company.
- Represented a major French company listed in the CAC 40 in connection with several acquisitions in the United States in the telecommunications field.
- Advised a major French company listed in the CAC 40 in connection with a potential $1.5 billion claim from a counterparty in a mergers and acquisitions dispute.
- Represented Yaupon Therapeutics in a $14.4 million Series D financing.
- Represented Ception Therapeutics in connection with its $77 million Series C financing.
- Represented Vicept Therapeutics in two rounds of Series A financing, which raised a total of $16 million.
- Represented a start-up pharmaceutical company in connection with angel-investor funding.
- Represented major French company listed in the CAC 40 in connection with guarantees of $175 million and $63 million related to two wind-energy projects developed by a U.S. subsidiary.
- Represented Ception Therapeutics in a $12 million bank loan facility.
- Represented Vicept Therapeutics in a $2.5 million bank loan facility.
- Represented an avionics manufacturer in a $3 million bank loan facility.
- Represented Fortune 100 company in connection with $245 million project financing involving aircraft and a data-processing facility.
- Represented a real estate development company in connection with a $25 million secured bank loan facility.
- Represented a Fortune 100 logistics and transportation company in connection with various over-the-counter (OTC) swaps, including interest-rate derivatives, foreign-currency derivatives and equity derivatives, conducted pursuant to the International Swaps and Derivatives Association (ISDA).
- Represented a major Canadian company in connection with US$400 million in secured loans extended by Canadian banks and guaranteed by U.S. subsidiaries of the Canadian company.
- Represented a listed French adhesives company in connection with a secured $110 million cross-border facility extended by French banks and guaranteed by its U.S. subsidiaries.
- $107 million extension of letter of credit supporting waste-to-energy project owned by a French company.
- Represented major French company listed on the CAC 40 and its U.S. subsidiary in connection with a $130 million project financing for a waste-to-energy plant.
- Represented a major U.S. public pension fund in connection with $4.7 billion restructuring of the debt of an Irish company.
- Represented a Canadian company in connection with a $5 million industrial-revenue-bond financing for a U.S. subsidiary.
- $1 billion and $650 million sales of companies in the water industry and related worldwide reorganization of seller.
- Represented major French company listed on the CAC 40 in connection with the $1 billion-plus recapitalization of its U.S. holding company.
- Represented major French company listed in the CAC 40 in connection with the $165 million spin-off of a U.S. subsidiary to a joint venture.
- Represented a major French company listed in the CAC 40 in connection with the reorganization of its U.S. activities.
- Represented two major French companies listed in the CAC 40 in connection with the spin-off of certain jointly acquired U.S. assets to their respective U.S. subsidiaries.
Mergers and Acquisitions
Cross-Border Mergers and Acquisitions
Venture Capital and Private Equity
Financings
Cross-Border Financings
Corporate Reorganizations
Professional Activities
- Union Internationale des Avocats
- American Bar Association
- Former Chair, International Law Committee, Young Lawyers Division - Philadelphia Bar Association
- Former Chair, International Law Committee, 1988-1989 - Legal and Economic Advisor, Cabinet of the Governor of French Guiana, 1981-1983
Admissions
- Paris, France
- New York
Education
- University of Michigan Law School, LL.M., 1981
- University of Paris-V, LL.B., 1980
Experience
- Duane Morris LLP
- Partner, 2001-present - Schnader Harrison Segal & Lewis LLP, Philadelphia, Pennsylvania
- Partner, 1990-2001
- Associate, 1986-1989 - Squire, Sanders & Dempsey, Cleveland, Ohio
- Associate, 1983-1985
Civic and Charitable Activities
- Director, Philadelphia Chapter of French-American Chamber of Commerce
- Trustee, International House of Philadelphia (2005-2007)
- Director, French Heritage Society (2006-2009)
- Vice President, French Benevolent Society of Philadelphia
- Founder, Director and Vice Chair, Ecole Française Internationale de Philadelphie (1990-2001)
Selected Publications
- Book: Les Fusions-Acquisitions aux USA (Editions Bruylant (Bruxelles) and Yvon Blais (Québec) - 2005)
- "M&A contracts in the American financial maelstrom: Have 'reverse break-up fees' and 'MAC' clauses turned them into mere options?/Les contrats de fusion-acquisition dans la tourmente financière américaine: Les clauses de 'reverse break-up fees' et de 'MAC' en font-elles de simples options?" Revue de Droit des Affaires Internationales/International Business Law Journal, July 2008
- Les clauses de "Material Adverse Change" dans les contrats de fusion-acquisition américains, Fusions-Acquisitions Magazine (Paris), 2006
- "International Aspects of M & A" in "Doing Merger and Acquisitions Transactions in Today's Business Climate", 2002 (Bisel CLE Institute).
- Co-Author, "European Community Law and Arbitration: National Versus Community Public Policy," 18 Journal of International Arbitration, October, 2001
- "Transferee Liability in Asset Transactions," Pennsylvania Bar Institute, 1998
- "Sales of Private and Public Companies by Auction," U.S. Chapter (Kluwer), 1998
- "Fundamentals of Structured Finance" in Financing Marine Assets and Operations, The Euromoney Institute of Financial Law (1995)
- "Warranties and Disclosures in Corporate Acquisitions," (U.S. Chapter), AIJA Annual Meeting, Vichy, 1994
- Co-Author, "Europe 1992: A Basic Guide," The Barrister, 1991
- Co-Author, "International Sales Contracts under the UN Convention on Contracts for International Sales of Goods," Pennsylvania Bar Institute, 1991
- Co-Author, "Quelques Remarques sur la Responsabilité du Fabricant d'Equipement Aéronautique en Droit Américain," Revue Française de Droit Aérien, 1989
- "Certain Institutional Aspects of Europe and their Effects on U.S. Companies,"
3 Temple International and Comparative Law Journal, 1989 - "Transferts de Technologie et Application Extra-Territoriale des Contrôles sur les Exportations Américaines à la Lumière de l'Export Administration Act de 1985," 76 Revue Critique de Droit International Privé, 492, 1987
- "French Corporate Law and the Choice of a Corporate Entity," Legal Aspects of Doing Business with France, PLI, 1987
- "La Reconnaissance et l'Execution des Jugements Etrangers en Droit Américain," 74 Revue Critique de Droit International Privé 433, 1985
- Co-author, "U.S. reliability for grain deliveries: the treaty option," 17 Journal of World Trade Law, 1983
- "An analysis of the proposition of accession of the European Communities to the European Convention on Human Rights," 16 Vanderbilt Journal of Transnational Law, 1983
Selected Speaking Engagements
- Co-president and speaker, "La Vérification Diligente Corporative," Institut Canadien, Montréal, October 2007
- Speaker, EFE seminar on "Fusions-Acquisitions," Paris, November 2006
- Speaker, Legal Aspects of M&A in the U.S., Montréal Chamber of Commerce, October 2006
- Speaker, "Fusion-Acquisitions en 2006," Institut Canadien, Montréal, October 2006
- Author and speaker, "International Aspects of M & A", Bisel CLE Institute, Philadelphia 2002
- Author and speaker, "Transferee Liability in Asset Transactions," Annual PBI Business Lawyers' Institute, Philadelphia, 1998
- Author and speaker, "Sales of Private and Public Companies by Auction," AIJA Annual Meeting, Amsterdam, 1996
- Author and speaker, Fundamentals of Structured Finance", The Euromoney Institute of Financial Law, New York, 1995
- Author and speaker, "Warranties and Disclosures in Corporate Acquisitions," AIJA Annual Meeting, Vichy, 1994
