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World of

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> 06 LEGAL Comprehensive reform of data protection in Europe > 10 LONG STORY Interview with Pierre Metzler, Managing Partner of the Wildgen law firm > 16 CSR ADA: Inclusive Finance – Increasing Autonomy – Improving Lives

14 I INTERVIEW

Luxembourg from the UK:

a perspective

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CONTENTS 5 I FROM THE TOP By Pierre Metzler

6 I LEGAL

Comprehensive reform of data protection in Europe

8 I FOCUS

Recognition of Wildgen’s expertise in energy law

10 I LONG STORY

Interview with Pierre Metzler, Managing Partner of the Wildgen law firm

14 I INTERVIEW

Luxembourg from the UK: a perspective By Graeme Bruce, Partner Dundas & Wilson

16 I CSR

ADA: Inclusive Finance – Increasing Autonomy – Improving Lives

18 I STAY IN TOUCH

Wow N

World of Wildgen I Editorial: Pierre Metzler, Stephanie Leclercq, Emmanuelle Ragot, David Maria, Graeme Bruce I Conception & coordination: 360Crossmedia I Artistic Director: Frank Widling I Cover photo: Olivier Dessy I Print run: 500 copies

FROM THE TOP Dear Wildgen friends, clients and partners, The start of a new year is a time for change and innovation (even for law firms). This inaugural edition of our magazine seeks to provide you with insights into important developments in Luxembourg and abroad. Inside, Emmanuelle Ragot, Wildgenâ&#x20AC;&#x2122;s head of IP/TMT, analyses the proposed EU data protection reforms. David Maria discusses the Energy Law Group, an organisation of independent European law firms to which we belong. Graeme Bruce offers a UK perspective on doing business in Luxembourg. And we report on ADA, a non-profit microfinance service provider that Wildgen supports. We hope all this provides you with food for thought. As throughout our 90-year history, we remain committed to the firmâ&#x20AC;&#x2122;s core values of focus, quality, cohesiveness, respect and entrepreneurship in the service of our clients. And we wish you too all the best in 2013. Kind regards, Pierre Metzler

LEGAL

COMPREHENSIVE REFORM OF DATA PROTECTION IN EUROPE A year ago, on 25 January 2012, the European Commission released draft amendments to the European data protection framework. The proposed Directive aims at increasing harmonisation and applying general principles of personal data protection, while continuing to respect specificities in the field.

n todayâ&#x20AC;&#x2122;s economy, focus on data protection is of increasing importance; and, although this reform is not yet finalised, we can expect a substantial impact on corporate organisations as well as for data processors. This article provides an overview of the main points to be affected by the proposed amendments. REASONS FOR REFORM The main objectives pursued by the European Commission with this reform are as follows: - A modernisation of the European system regarding the protection of personal data; - The reinforcement of the rights of individuals; - The reduction of paperwork, in order to allow for free circulation of data within the European Union; - The improvement in clarity and consistency of the European rules for data protection, aimed at allowing consistent and efficient application of the fundamental right to protection of personal data in the European Union. The 95/46/CE directive would be replaced by a regulation and, as such, would need no transposition by the Member States, thus increasing coherence within the whole European Union. The current 2008/977/CAJ Framework Decision would be replaced by a directive.

Due to the importance of the reform, Emmanuelle Ragot, head of IP/TMT at Wildgen, will organise a series of breakfast briefings on data protection, in French and English. Should you be interested, please do not hesitate to contact us at marketing@ wildgen.lu for more information.

CHALLENGING GROWTH AND COMPETITIVENESS The proposed directive relates to the treatment of personal data by investigative authorities, and to the free circulation of such data. One of the key features brought forth by the aforementioned directive and regulation is that limitations to the general principles will be subject to minimum harmonised conditions and criteria. Furthermore, a differentiation will be introduced among the various categories of people concerned by the treatment of data (such as witnesses or suspects) who can have different rights. The reform may also be seen as a step further for the digital economy. By increasing personal data protection, it obviously reinforces the trust of consumers in e-commerce, an essential in encouraging people to use new products and services. A European data breach notification requirement for the electronic communication sector is introduced as an obligation to notify personal data breaches to the supervisory authority. The proposals would also simplify transfers of data, notably with the recognition of the Binding Corporate Rules. CONCLUSION In a nutshell, the aim of the EUâ&#x20AC;&#x2122;s data protection reform is to modernise, simplify, and strengthen the data protection framework. It will oblige corporate entities to be more accountable for their data processing, and large companies will need to appoint data protection officers in order to evolve with the times. Contact Emmanuelle Ragot, Head of IP/TMT Emmanuelle.ragot@wildgen.lu

ÂŠ Olivier Dessy

FOCUS

RECOGNITION OF WILDGEN’S EXPERTISE IN ENERGY LAW The Wildgen firm offers sound technical expertise in energy sector legal issues and provides local and international major companies in the field with in-depth advice. As such, Wildgen is an exclusive Luxembourg member of ELG, Energy Law Group, a unique group of European legal experts who specialise in energy law and are recognised as leaders in this field. ELG’S PURPOSES The Energy Law Group was created in 1993 and has grown consistently since then. It is a nonexclusive working group, comprised of lawyers belonging to independent European law firms, all of whom offer specialised expertise in the energy and natural resources sectors. The coordination of its network is such that it offers each client of a member law firm access, in Europe and beyond, to legal services within the energy and natural resources sectors. The clients of the group members include corporations, banks, state entities, and institutions. The ELG’s members are able to offer the collective expertise of more than 220 lawyers representing more than 40 countries, who specialise in domestic and EU energy and natural resources law. Its members are also able to advise on and assist with legal and tax issues in all fields of the energy and natural resources sectors. All know each other

SAVE THE DATE. Wildgen takes part in ELG 3rd Energy Event on 6 September 2013 in Vienna. This event brings together leading energy industry practicioners, regulators and lawyers to discuss some of the industry’s most compelling issues. For further information, please contact us at marketing@ wildgen.lu

well and are regularly called upon to work together on EU regulatory aspects and cross-border transactions or litigation matters. WILDGEN EXPERTISE Our team of leading lawyers in Luxembourg offers a great deal of experience in energy sector legal issues. With a strong background in transactional and regulatory work, our lawyers also have extensive expertise and experience in areas such as environmental, construction, and planning law, necessary ancillaries to energy law.

ÂŠ Olivier Dessy

We advise our clients on transactions involving the structuring and financing of energy and infrastructure projects. We also specialise in the drafting of documents and contracts (including those standard form contracts generally used in the energy sector), and taking part in actual negotiations. We provide advice relating to such matters as corporate, financial, and tax structures; joint venture agreements; mergers and acquisitions; demergers; loan agreements; due diligence and statements on legal aspects; permitting; and economic regulation.

A LARGE AND DIVERSIFIED PANEL OF CLIENTS We act for different energy players at both the local and global levels: network operators, suppliers, traders or industry bodies, and customers. This broad variety of clients - involved in oil, gas, electricity, nuclear and renewable and sustainable energy projects - enables us to have a wide overview of issues facing the sector at any given time. Contact David Maria, Partner david.maria@wildgen.lu

LONG STORY INTERVIEW WITH

PIERRE METZLER, MANAGING PARTNER OF THE WILDGEN LAW FIRM

ÂŠ Olivier Dessy

LONG STORY

Mr Metzler, you’re Wildgen’s first Managing Partner. Why was this post created? Back in 1993, the firm employed around twelve lawyers. It grew at a steady pace at first, before experiencing a period of strong growth in the early years of the last decade. We passed the 100 employee mark in 2008. Up until now, we had retained our traditional structure, with all of the “Equity Partners” being involved in all the firm’s decisions. The post of Managing Partner was created with three objectives in mind: firstly to make management more efficient through decisions being made more quickly, secondly to improve information-sharing, and finally to allow the “Equity Partners” to focus on the core business. To do his job, the Managing Partner relies on the

managers responsible for specific areas, namely Finance, IT, Knowledge Management, Marketing, HR, Infrastructure and KYC. That being said, the firm’s strength comes from the people who work there. Conversations by the drinks machine will be more important than ever in maintaining direct links between our experts. What opportunities can you see ahead in the coming months and years? Our goal is to consolidate our position as Luxembourg’s third leading independent law firm. To achieve this, we have to move forward with Luxembourg’s financial centre. We intend to raise our profile in Luxembourg by taking part in the activities of various associations. We believe that

The law firm’s size, flexibility and attitude are perfect to take advantage of the changes that are happening.

funds will become more popular in the future, thanks to the AIFMD in particular. We also intend to continue taking part in roadshows, whether they are organised by Luxembourg For Finance, the Luxembourg Bankers’ Association or by ourselves. I remember meeting a German colleague as we were queuing up at a conference in San Francisco. He’s now one of the firm’s major clients! For a law firm like ours, these informal meetings are very important and generate numerous opportunities. Incidentally, opening offices abroad isn’t out of the question if the need should arise. Are you fairly optimistic about the future for the country? I’d say I’m realistic. The world is undergoing a pro-

cess of global restructuring, whether you’re talking about Luxembourg, Europe or other continents. We ask ourselves searching questions, but we always come back to the realisation that the law firm’s size, flexibility and attitude are perfect to take advantage of the changes that are happening. The only thing that has changed is that cases used to come to Luxembourg by themselves, whereas today we need to go looking for them and demonstrate how inventive and proactive we are. A global logistics group recently structured its acquisition through Luxembourg. Thanks to Wildgen, they are now planning to base some of their activities here. Now that’s an example worth emulating!

INTERVIEW

LUXEMBOURG FROM THE UK: A PERSPECTIVE By Graeme Bruce, Partner Dundas & Wilson

As a UK lawyer, being presented with an opportunity to refer your client to a law firm in a new country can leave you in a dilemma.

ither the experience can be uplifting as a result of the correspondent firm providing excellent service thereby enhancing your relationship with your client or at the other extreme your own client relationship can be jeopardised through «poor service» or simply problems in progressing the deal and you become tainted by association. It was your recommendation after all. Often in the latter case the criticisms are unjustified and are as a result of a lack of appreciation of either legal or cultural differences. Doing business in a jurisdiction whose principles are more sympathetic or complementary as a consequence is likely to prove mutually beneficial. COMPLEMENTARY SYSTEMS Luxembourg is a jurisdiction which has gone to great lengths to produce systems which are complementary to major jurisdictions in key aspects.

From a UK corporate lawyers’ perspective, adopting a Luxembourg corporate structure is surprisingly straightforward. Firstly it is perfectly permissible for contracts to be in English and to be governed by English law. For contracts such as a shareholders agreement this is immensely helpful. Often in investment structures it can be enough of a logistical challenge to marry the competing interests of investors who operate in

the same language and under the same lawthrow in another language or set of laws and the prospect of efficiently reaching an agreed set of documents is remote. As such, operating on the basis of one of the most commonly used sets of commercial laws, English law, has clear advantages. In addition my experience of Luxembourg advisers is that they have very much a «can do» attitude. This may vary by firm but its importance cannot be understated. Whilst technical differences and idiosyncrasies are fascinating to lawyers specialising in comparative law, there are in my experience few clients that revel in such technicalities, and even if you are lucky enough to find such a client, these days can anyone really afford the time to spend on such diversions? Finally there are plenty of other territories who claim that using their structures will be tax advantageous. Whilst undoubtedly some can genuinely claim that they provide a platform that is internationally recognised to be stable, compliant and not (up to now at least) likely to raise the eyebrows of potential investors and funders, that cannot be said of them all. Past practice and experience here is a hugely positive factor. Luxembourg therefore ticks this box. Clearly Luxembourg is one of the jurisdictions under the spotlight at present precisely because of the tax advantages of using structures established there. These are primarily moral rather than legal issues and I will leave it to others to conduct that debate. LUXEMBOURG CONSTRAINTS In this world few things are black and white and there are constraints even in Luxembourg. These are few but the more important can be summarised as follows: • For most, the primary attraction of using a Luxembourg structure is tax driven necessitating the structure being able to establish tax residence in Luxembourg. This can be one of the biggest practical issues as it requires premises and employees- but, as ever, tax advice dictates the extent- and real management deci-

Luxembourg advisers have a “can do” attitude.

sions being taken in Luxembourg. Our experience is that this is all feasible- admittedly at a cost, monetary and time. But perhaps small penalties to pay. • In tax residence terms, part of the consideration depends on the centre of control and here having a majority of Luxembourg resident directors is important. Here Luxembourg system come to the fore as your trusted advisers will be happy to supply these. Clearly «trusted» is the key word. • Because you are dealing with a Luxembourg company you cannot escape their company law requirements. These are unlikely to give material difficulties but one aspect does differ from the UK and that is in the need to involve a notary. Luxembourg law in common with a number of other European countries requires the involvement of a notary when effecting certain changes to a company’s constitution and/or share capital. For those from a UK background this issue is pretty alien. The practical effect is one of timing and its consequence is the need for proper preparation to ensure that you are not met with unexpected delays in your deal. Its just another thing to plan for in addition to lining up your own signatories, another thing not entirely within the lawyer’s/project manager’s control. In our experience as long as you have factored that in and walked the notary through what needs to happen and when then unpleasant last minute surprises can be avoided. To summarise, whatever your views on the rights or wrongs of establishing structures in tax efficient jurisdictions, Luxembourg from a UK legal perspective is an easy jurisdiction to work with and presents a stable and reputable place to do business.

CORPORATE SOCIAL RESPONSABIL Wildgen recognises its social responsibility and, to that regard, implements a suitable and integrated policy organised around four main themes: Staff wellness, Charity, Environment, Arts and Sports. Besides philanthropic actions for foundations, Wildgen also views pro bono work as a responsibility of the firm and our lawyers. With this in mind, the firm decided to enter into a partnership providing in-kind legal assistance with the Luxembourg NGO ADA, a leading player in microfinance in Luxembourg and abroad. We invite you to discover ADA’s activities.

ADA: INCLUSIVE FINANCE – INCREASING AUTONOMY – IMPROVING LIVES

DA is a non-profit organisation that has been a leading player in the field of microfinance in Luxembourg and abroad for almost 20 years. Microfinance benefits people excluded from traditional banking and finance systems. Currently, 2.5 billion people on our planet do not have access to basic financial services. ADA supports microfinance institutions so that impoverished populations are able to improve their living conditions on a sustainable basis and, over the course of time, perhaps become autonomous.

risk management, management, human resources, and governance.

INNOVATION IN THE AREA OF INCLUSIVE FINANCE Microcredit is not enough, however. Together with its partners, ADA develops financial services and products tailored to meet the needs of the most vulnerable: savings, money transfers, micro-insurance, micro-pensions. In addition to such products there are also particular innovations that, for example, grant access to green energies or allow young people to start their own businesses. In order to respond to the continuous need to professionalise the sector, ADA and its partners have developed a range of training programmes and tools, all designed to support the management of microfinance institutions in the areas of financial and social performance,

RESEARCH, KNOWLEDGE, AND DEVELOPMENT ADA brings together public and private entities who are helping to move the sector forward. It delivers university courses, organises internships, and offers assistance to students. ADA is also playing an active role in a project designed to develop a range of inclusive financial services in Luxembourg as well as in the Greater Region. The knowledge and practices developed in the microfinance sector continue to be shared with the inclusive finance and development community through training courses, workshops, conferences, and informational/educational materials.

INVESTMENT ADVISORY ADA believes that professionalization of the microfinance sector must be accompanied by a well-balanced, parallel, and complementary financing system. As such, ADA advises the Luxembourg Microfinance and Development Fund SICAV (LMDF), a socially responsible investment fund that provides financing designed to support each institution’s long-term development as well as its autonomy.

www.microfinance.lu

ITY

POCKET GUIDE

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al companies must register with the f Commerce. The Chamber of Commerce annual fee on a sliding scale from 0.025% s taxable profit (prior to any loss carried

etermined in principle based on the NACE ect to a fixed fee of EUR 350.

THE LUXEMBOURG SOPARFI IN YOUR POCKET. CORPORATE, TAX AND ACCOUNTING ASPECTS.

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A strong bank listening closely to its customers since 1856. Banque Internationale à Luxembourg, founded in 1856, is a universal bank offering a full range of services to individuals and to small, medium and large enterprises in Luxembourg and the Greater Region. Besides its Retail and Corporate Banking activities, it offers financial management and wealth engineering services to its Private Banking clientele. These business lines are complemented by the Treasury & Financial Markets department which shines due to its wide range of financial services for its institutional counterparties. Characterised by its robust financial health and a strong shareholder base, BIL is an independent bank which boasts excellent long-term ratings (awarded A- by S&P and Fitch and Baa1 by Moody’s). Backed by a dense branch network in Luxembourg, BIL is a systemic bank which actively supports the regional economy. The continuous development of its business is reinforced by a strategic presence abroad. To contact BIL, call (+352) 4590 - 3438 / 4330 or go to www.bil.com

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