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Freshfields advises J.P. Morgan on the combination of its continental Europe business
The global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised the US bank JPMorgan Chase Bank, N.A. on the combination of its business in continental Europe into J.P. Morgan SE, a European company (Societas Europaea) headquartered in Frankfurt am Main. J.P. Morgan SE was established on 22 January 2022 through a simultaneous cross-border merger of J.P. Morgan Bank (Ireland) plc and J.P. Morgan Bank Luxembourg S.A. into J.P. Morgan AG. With the merger taking effect, J.P. Morgan AG as acquiring entity was converted into an SE.
Following the merger, J.P. Morgan SE will be subject in Germany to prudential supervision of the European Central Bank (ECB), the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and the German Central Bank (Deutsche Bundesbank). Going forward, the operating business of the merged companies, including the foreign branches of J.P. Morgan Bank Luxembourg S.A. in Belgium, Denmark, Finland, Italy, the Netherlands, Norway, Poland, Sweden, Spain, will be continued through branches of J.P. Morgan SE.
Freshfields advised J.P. Morgan comprehensively in all relevant legal areas. The advice included in particular the structuring, preparation and implementation of the simultaneous cross-border merger.
The international Freshfields team was led by partners Andreas Fabritius and Sabrina Kulenkamp together with Principal Associate Kai Jungbluth (alle Frankfurt, Corporate). Partner Gunnar Schuster, Counsels Janina Heinz and David Jansen and Principal Associates Alicia Hildner, Falko Glasow and Marius Raetz (all Frankfurt) provided regulatory advice. Partner Thomas Mueller-Bonanni (Dusseldorf) and Principal Associate Anne-Kathrin Bertke (Hamburg) advised on employment law and were supported by Associate Hubertus Reinbach (Hamburg) and the firm's foreign offices as well as various law firms from the firm’s StrongerTogether group in a total of 14 countries. Partner Jan Brinkmann and Counsel Peter Stark (both Frankfurt) advised on the tax aspects of the transaction. In addition, colleagues from the Freshfields offices in Amsterdam, Brussels, Madrid, Milan, New York, London and Paris were involved in national legal aspects.
Law firms from Freshfields' StrongerTogether network advised on Irish and Luxembourg law respectively.
