Laurent Ruzette advises Belgian and foreign leading corporates and listed companies on domestic and cross-border mergers and acquisitions, business reorganizations, and corporate governance matters.

Laurent has assisted several clients on transformative moments in the lives of companies. Amongst other experiences, he advised Solvay in connection with its global spin-off of its specialty activities and the dual listing of Syensqo on Euronext (closed on December 8, 2023). He also recently advised Solvay on its negotiated settlement with Bluebell Capital Partners to end their One-Share Environmental, Social, and Governance (ESG) campaign relating to Solvay (announced on September 6, 2022). In 2019, he advised the Walloon Government in the investigation of contested privatizations by municipality-owned Nethys (including the sale of a majority stake in TMT operator VOO SA to Providence Equity). He subsequently advised Nethys in the renegotiation and legal challenge of the contested sale of VOO SA to Providence Equity, and in connection with the competitive sell-side M&A process run for the sale of a majority stake in VOO SA and the negotiation of the sale of 75% in VOO SA to Orange Belgium (closed). During the Great Financial Crisis (2008), he represented BNP Paribas in the bail-out and restructuring of Fortis, and decade-long litigation brought by minority shareholders contesting the bail-out.

Laurent is also active in enforcement and litigation and works closely with the firm’s leading litigators in respect of crisis management, investigations, and litigation.

Laurent joined the firm in 1996, became counsel in 2004, and became a partner in 2012.

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Notable Experiences

Experience for Financial Institutions

  • Bank of New York Mellon in connection with resolution strategies.

  • Dexia on various regulatory matters.

  • BNP Paribas in ongoing shareholder litigation in connection with the Fortis bailout.

  • BNP Paribas in its acquisition of the remaining 25% stake held by the Belgian State in BNP Paribas Fortis for a value of €3.25 billion.

  • BNP Paribas (shareholder and lender) and BNP Paribas Fortis (lender) in the €6.7 billion sale of the asset portfolio of Belgium-based SPV Royal Park Investments to Lone Star and Credit Suisse.

  • BNP Paribas in its acquisition of Fortis’ banking operations and strategic partnership with Fortis Insurance, as well as BNP Paribas and Fortis Bank in the combination of Fortis Bank’s assets and activities with BNP Paribas’ global franchise in over 25 jurisdictions.

  • BNP Paribas in the sale of Cetelem Belgium, its Belgian consumer finance affiliate, to Apax, including in the financing aspects thereof.

  • bpost in the negotiation of, and subsequent amendments to, the bpost Bank partnership with BNP Paribas Fortis.

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Experience for Other Clients

  • 3M Company in the sale of its Belgian diamond and CBN precision grinding tools business to Altifort France SAS.

  • Aliaxis in its nonbinding intention to make an all-cash tender offer to acquire all shares of Uponor.

  • Alstom on corporate aspects of its divestitures in relation to the proposed combination with Siemens’ mobility business.

  • Altus Capital Partners in the acquisition of MGC Diagnostics Corporation.

  • Axereal in the acquisition of the global malt business of Cargill.

  • Belgian State and Belgian institutional investors (including Ackermans & Van Haaren, Groupe Bruxelles Lambert and certain banks and insurance companies) in the sale of a 70% interest in Brussels International Airport Company to Macquarie for €745 million.

  • Belgian State in connection with the partial privatization of bpost and the strategic transaction with Post Danmark/CVC.

  • Consortium Ducale on various corporate governance and securities law matters, including in respect of investments by Consortium Ducale’s portfolio companies.

  • ENI Finance International SA in the amendment and restatement of its $2 billion Commercial Paper Programme.

  • EUROFIMA, European Company for the Financing of Railroad Rolling Stock, in connection with the update of its €20 billion medium-term note program, and its €2 billion commercial paper program.

  • Fortis Bank in ongoing prospectus liability class actions in connection with the Fortis 2007 rights offering.

  • General Motors Co. (GM) in the sale of its Opel/Vauxhall subsidiary and GM Financial’s European operations to PSA Group.

  • Goodyear in the renewal, amendment, and restatement of its pan-European securitization.

  • Nethys in connection with the competitive sell-side M&A process run for the sale of a majority stake in TMT operator VOO SA and the negotiation of the sale of 75% in VOO SA to Orange Belgium.

  • Nethys and Enodia in the acquisition by Enodia of all the shares of Brutélé with a view to the integration of Brutélé’s activities into VOO SA prior to the closing of the sale of a majority stake in VOO SA to Orange Belgium.

  • Safinco in its €175 million acquisition of a 23.5% stake in Vandemoortele NV from Gimv.

  • SNCB/NMBS and Infrabel in successive railroads reorganizations, first in 2004 and subsequently in 2014.

  • Solvay in the global spin-off of its specialty activities and the dual listing of Syensqo on Euronext.

  • Total in the sale of its fertilizer business in France (GPN) and Belgium (Rosier) to Borealis.

  • United Technologies Corporation, Pratt & Whitney Division, in relation to the spin-off and acquisition of Techspace Aero’s jet engine maintenance and repair business.

  • The Walloon Government in the investigation of contested privatizations by municipality-owned Nethys and the subsequent legal challenge of the decisions of Nethys to sell VOO.

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SELECTED ACTIVITIES

  • Member, International Fiscal Association

Publications

“Shareholder Rights Directive II: The Belgian Perspective,” Cleary Gottlieb Alert Memo, April 2020 (co-author).

“Emergency Equity Raises – Practical Guide for Belgian Companies,” Cleary Gottlieb Alert Memo, April 2020 (co-author).

“Belgium’s Response to Mitigate the Effects of COVID-19,” Cleary Gottlieb Alert Memo, March 2020 (co-author).

“Le renflouement interne comme instrument de résolution” in La loi bancaire : questions particulières / De bankenwet : bijzondere vraagstukken, Bruxelles, Éditions Larcier, 2015.

“Evolution de la notion de rémunération en droit fiscal et en droit de la sécurité sociale”, in L’entreprise et ses salariés: quel partenariat?, Ouvrages de la C.R.D.V.A, Série ’Commission droit et vie des affaires de la Faculté de droit de Liège’, n° 9, Bruylant, Bruxelles, 2009.