Acquisition International February 2012

February 2012 /

In this Issue/

6

DEAL GURU:

8

SECTOR TALK:

Michael Wainwright Support Service Deals

28 SECTOR SPOTLIGHT:

When Litigation is the Only Option

LEADING THE PROPERTY PACK — The German Property Law Firm of the year / 10

www. ACQUISITION-INTL .com

PRIVATE EQUITY IN UKRAINE

— Mykola Stetsenko discusses the climate for Private Equity in Ukraine / 11

VIRTUAL DATA ROOM SOLUTIONS

— V-Rooms provides a cloud-based customisable Virtual Data Room / 12

What’s underneath?

As one of the world’s largest actuarial consulting firms, and a trusted advisor to many of the world’s largest insurance M&A deals, we combine actuarial excellence with in-depth expertise of the insurance industry. We help clients to look beyond the obvious and to identify and quantify the key risk and value drivers associated with complex insurance transactions.

For more information, please contact Scott Mitchell: scott.mitchell@milliman.com or +41 44 287 8062.

CONTENTS:

February 2012

Editors Comment Non-core loans of European banks now stand at 2.5 trillion euros, according to the latest PwC estimate. European banks are now holding some 2.5 trillion euros of loans (an amount equal to the GDP of Germany) that have been identified as non-core to their business, according to estimates

by PwC. This is almost double our estimate of one year ago of 1.3 trillion euros and has increased as banks have continued to develop their deleverage strategies, and have become more transparent in communicating these to the market. Over the past year PwC has seen an increasing volume of non-core loan portfolio transactions, a trend that is expected to continue.

PwC’s calculation comes as part of its latest European NPL Barometer which analyses the level of non-performing loans (NPLs) in eight European markets. The Barometer indicates that NPLs carried by these European banks are currently in excess of 500 billion euros, with UK institutions accounting for around 200 billion euros of this.

CONTENTS

— February 2012

ON THE COVER - GERMAN PROPERTY LAW FIRM OF THE YEAR : /10

Dr. Jan Dittmann speaks to Acquisition International about the current market.

While this estimate has changed only slightly from the June 2010 total, it masks a number of divergent country movements. Those most affected by the euro zone debt crisis, such as Spain, Greece and Italy, have seen their NPLs rise, which has served to offset the falling number of NPLs in Germany, Ireland and the UK.

NEWS: /04

This month, Acquisition International talks about private equity activity, doing business in Ukraine, the effect of the Eurozone crisis on various jurisdiction across the globe and the Irish tax system, to name but a few ! Oh and lets not forget this months deal diary, rammed packed with the latest mergers and acquisitions!

DEAL GURU: /06

Enjoy the Issue!

Charlotte Abbott, Editor charlotte.abbott@acquisition-intl.com

The Latest News stories from around the world.

Regulation Wish List — The City has its say.

SECTOR SPOTLIGHT: /27

When Litigation is the Only Answer

AML Compliance Across the World AML Compliance in Ireland Offshore Series / Gibraltar Doing Business in Gibraltar When Litigation is the Only Answer A Location for Int. Arbitration

SECTOR TALK: /08

Support Service Deals Powered by Prequin.

Doing Business in Uruguay The Irish Tax System 2012 Corporate Tax Reform Instructing Specialist Council

How to get in touch AI welcomes news and views from it’s readers.

Corrospondence should be sent to; Address/ Acquisition International, Blakenhall Park, Barton under Needwood, Burton on Trent, DE13 8AJ. Tel/ 0844 809 4788 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com Find us on/

Romania on the Up

ADVISER MAP: /68 Contacts from around the world.

Doing Business in Brazil The Future for Corporate Disputes Doing Business in Switzerland Transfer Pricing Employment Law

DEAL DIARY: /70

The Latest Acquisitions from around The World.

/20 /22 /24 /26 /28 /34 /37 /38 /42 /46 /50 /54 /55 /56 /58 /60

LEGAL AWARDS: /62

Some of our winners from the 2011 Legal Awards.

Publication Production by Tabias Ltd.

ACQUISITION INTERNATIONAL

February 2012 /

3

NEWS:

From Around the World

THE SKY’S THE LIMIT

— For Scarborough-based Cloud Computing Provider

A leading internet technology service provider is expanding its cloud computing capabilities after becoming the first business in Scarborough to receive an investment from Finance Yorkshire.

Save9 provides expert technical services and solutions including web development, telecoms and ‘cloud computing’ - a network of remote servers hosted on the internet to store, manage, and process business applications and data.

Managing Director Steve Bromham said:

Our Cloud WorkSpace product enables businesses to run all their software online and store company data on secure internet servers.

This enables firms to do away with costly software purchases or upgrades and space-consuming IT hardware. It can save a great deal of money, allowing businesses to grow much faster.

Now Save9 itself has received funding help to grow its own business much faster, thanks to a business loan from Finance Yorkshire.

Save9 - whose clients include Dale Power Solutions, Apollo Resorts and Leisure, Queen Mary University London and all five West Yorkshire Councils - first

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/ February 2012

heard about Finance Yorkshire after attending one of the organisation’s workshops in Scarborough and finding out more about how they help SMEs across Yorkshire and the Humber.

Steve said: “Following a period of self-funding over 18 months, where all our resources and efforts went into developing the company ourselves, we realised we needed some outside investment to ensure we have a durable competitive advantage and Finance Yorkshire were the obvious choice.

Finance Yorkshire invested in Save9 alongside Cellular Solutions Holdings and Business Enterprise Fund. Finance Yorkshire appealed to us because their focus is helping businesses to grow, that’s their primary objective.

We also really appreciated the support we received and felt we had a strong point of contact in Investment Manager Ian Atkinson who helped us review our business plan and strategy and identify our core focus for the cloud computing project.”

Save9 has now set up data-centre hosting in Germany and the UK that is classified as Tier III - an industry benchmarking standard that indicates the highest levels of service availability and disaster recovery are maintained.

This means if the UK data-centre fails the German one acts as back-up, offering reassurance for our customers,” said Steve.

The company is enhancing its current cloud computing offer to business customers thanks to the funding – its latest version of Cloud WorkSpace supports iPad, Android and Blackberry Playbook users.

Save9 is also looking into adding social networking capabilities as well as building a distribution channel.

“We need to keep continually innovating in order to develop the next cutting-edge cloud computing products and the funding will help us to do that,” added Steve.

The deal was introduced to Finance Yorkshire by Martin Bell of Red Sky Corporate Services who helped the company with its application.

Finance Yorkshire Investment Manager Ian Atkinson said: “Save9 is a strong example of the wide variety of creative and dynamic home-grown companies we have across Yorkshire and the Humber.

“They were also in a similar position to many in that self-funding can sometimes only get a business so far – SMEs need help to meet the gaps in funding required for development and that’s where we come in.

We hope the success of Save9 will continue to spread the word to other North Yorkshire businesses about what Finance Yorkshire can do to assist their growth.”

Finance Yorkshire provides seedcorn, loan and equity linked investments, ranging from £15,000 to £2m to help a range of small and medium sized businesses to meet their funding requirements for growth and development. The project is supported financially by the European Union. It has attracted £30million investment from the European Regional Development Fund (ERDF) as part of Europe’s support for the region’s economic development through the Yorkshire and Humber ERDF Programme, £15million from Yorkshire Forward’s Single Programme, and £45million match funding from the European Investment Bank.

ACQUISITION INTERNATIONAL

NEWS:

From Around the World

DOUGHTY HANSON — To acquire USP Hospitales for €355m Doughty Hanson & Co, one of the largest independent private equity firms in Europe, today announced that it has agreed to acquire USP Hospitales (“USP”), the Spanish hospitals operator, from Barclays and Royal Bank of Scotland for €355m, representing a 9x multiple of forecast 2012 EBITDA.

EPWIN GROUP & LATIUM — Completes merge.

The Epwin Group and Latium companies have today announced the merger of their UK building products manufacturing businesses to form a single group.

USP Hospitales is the third largest private hospital operator in Spain, with a market share of 5.5% in 2010, and it is focused on the provision of hospital services to the private insurance and self-pay segments. USP operates 12 hospitals, one specialist clinic and 22 auxiliary clinics, with a total of over 1,200 beds.

With a combined turnover in excess of £275m and employing more than 2,500 people throughout the UK, it will be chaired by Rawson and led by a new senior board which will include Kennedy.

It is present in nine out of Spain’s 17 regions and has a strong presence in Barcelona, Madrid and Seville. USP offers a comprehensive range of services covering all medical specialties, with a particular strength in trauma, gynaecology, oncology, cardiology, neurosurgery and internal medicine.

Jim Rawson, chairman, Epwin holdings said: “This represents a tremendous opportunity. The business groupings complement each other on many levels and the merger creates huge opportunities for our customers, staff and suppliers to benefit from the further development of a broad-based stable and financially secure group.”

Francisco Gutiérrez Churtichaga, Senior Principal for Doughty Hanson, said;

USP is a strong company operating in an attractive sector. With demand for private healthcare services growing strongly in Spain, we not only see significant potential for future growth but also believe that the company offers a unique platform from which to create a larger hospital group providing the right combination of technology and premises to deliver the best possible care to the private patient.

Doughty Hanson has a proven track record of value creation in the healthcare sector and this will be invaluable in helping USP to achieve its full potential.”

This investment builds on Doughty Hanson’s expertise in the private healthcare sector, following its investment in Priory.

At the time of the acquisition, in June 2002, it was the largest independent provider of mental health and rehabilitation services in the UK. Under Doughty Hanson’s ownership it had a national presence with over 42 locations, over 2,000 beds and nearly 4,500 staff. Priory was sold in July 2005 in a transaction valued at £875m and delivered a 3.9 times return on capital invested.

Rothschild advised Doughty Hanson on the transaction, which is subject to the usual regulatory requirements and is expected to close in late March 2012.

ACQUISITION INTERNATIONAL

Funding for the merged group has been provided exclusively by Barclays Corporate. Rawson added: “Barclays have a strong understanding of our business and the industry, were responsive and commercial throughout a complex deal process and we appreciate their support.”

The Epwin Group is an integrated manufacturer and supplier of low maintenance building products to commercial, new build, retail and trade sectors. Flag-ship brands include Profile 22, Swish Building Products and Sierra.

The Epwin Group was founded by Rawson in 1976. Floated on the Stock Exchange in 1987, it was brought back into private ownership in 2000.

More than a decade on, it continues to deliver a lead in technology and sustainable innovation to the UK building product industry. As part of the merger agreement Latium businesses owned by Brian Kennedy including Spectus, Kestrel-BCE extrusion brands, as well as glass processing business CET, will become part of the new group.

Brian Kennedy said:

The merger is an exciting venture which is a natural combination of interests in a tough market and challenging economy.

The deal brings together an enviable amount of industry knowledge in a way that will enable these businesses to continue to develop and grow for the long term.”

This includes significant synergy in the commitments both businesses have made to sustainable manufacture and innovation in building product technology. Going forward the merger will also increase access throughout the building product and construction industry more broadly to the leading PVC recycling technologies developed by the Epwin Group.

February 2012 /

5

DEAL GURU:

Regulation Wish List

REGULATION WISH LIST — The City has its say

Eversheds recently canvassed the opinions of 200 senior City executives on the ongoing reform of the City’s regulatory framework – changes that could affect London and its position as a major financial centre. The results showed that, while in favour of compulsory regulation, the City wants to see increased and more specialist guidance from the UK regulator; a two-tier framework for regulatory control and a focus on the future needs of the City – not those of the past.

Michael Wainwright from Eversheds highlights the key findings as the City has its say.

The financial services sector is facing a changing regulatory landscape, with the consequences of proposed UK, EU and US reforms currently on the minds of many City businesses.

Eversheds’ Regulation in the City report surveyed current thoughts on the legislation affecting London’s financial services sector, and offered a unique opportunity to create a consensus view on how the City would like to be regulated going forward.

This has enabled us to create the ‘Regulation in the City Charter’– a wish list for future regulatory control that, in the opinion of the City, will help underpin London’s reputation as an important global economic centre, as well as the future competitiveness of the UK’s financial services sector.

In general terms, businesses in the City are concerned about the impact of regulatory uncertainty on their business operations, with over 50% of those questioned believing that EU policy is damaging London’s economic position and that simpler regulation would make the City a more attractive place to carry out business.

The research reveals a significant degree of frustration about the UK’s regulatory regime, with two thirds stating that uncertainty around legislation compliance has led to delays in business activity, and 34% believing that a lack of collaborative thinking around legislation means that complying with one piece of law often leads to contravening another.

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The lack of cohesion between UK, EU and US regulatory requirements also presents real issues for the City.

Nearly two thirds of businesses feel that the UK interpretation of EU law is more concerned with legal certainty than with upholding the original spirit of the law. In addition, 50% of the senior executives expressed the view that they are concerned businesses will re-locate to other financial centres such as Hong Kong or New York in an attempt to avoid regulatory pressures.

Underlying these concerns, however, is a widely held acknowledgement that tight regulatory control is required, with the vast majority (80%) in favour of a compulsory, rules-based system, compared to just 7% who believe it should be a voluntary, principlesbased regime. Interestingly, just 1% of businesses believe that no changes are needed to the current system.

The Charter From the wide-ranging research it was possible to elicit broad consensus on how the changing landscape of regulation should take shape; in effect how the City would like to regulated. This falls into six main categories and provides the basis for the ‘Regulation in the City Charter’:

are not against red tape and 80% feel that regulation of the City should be compulsory and a rules-based system. However, only a small minority believe that the regulator should be able to intervene from a very early stage if it believes that a regulated company is not complying with legislation.

Indeed, the majority feel the regulator is too focused on micro issues, instead of the more important macro issues.

Two

Increased guidance from the regulator – Businesses want the regulator to help them comply with regulation and provide more specialist guidance to help them more fully understand how to act in accordance with financial regulations.

Three Regulatory environment should reflect the City’s structure – The City is calling for the regulator to be constructed of bodies/divisions that understand each sector of a complex industry more fully and regulate each one accordingly. The regulator should also employ people who have worked in the industry.

Four Establish a two-tier regulator – The majority in the City believe the UK should have a two-tier regulatory framework – one aimed at retail investors/ consumers; the other for the institutional market place.

Five Regulate for the future not the past – The general view is that the current regulatory reforms focus too much on fixing past problems rather than legislating for the present day and the future.

Six Embrace EU legislation with a lighter touch – Nearly two thirds of businesses feel that UK interpretation of EU law is more concerned with legal certainty than with upholding the original spirit of the law.

One

The City is in favour of regulation – The respondents

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Our London office operates as Seyfarth Shaw (UK) LLP, an affiliate of Seyfarth Shaw LLP.

SECTOR TALK:

Support Service Deals

SUPPORT SERVICE DEALS — Powered by

Preqin data shows that between January 2006 and January 2012 there have been over $260bn in global private equity deals completed in the support services sector. Deals within this industry space hit a record high in terms of capital invested in H1 2007, reaching $63.2bn, surpassing the previous peak of $47.9bn from 132 deals completed in H1 2006.

NUMBER AND AGGREGATE VALUE OF PE-BACKED BUYOUT SUPPORT SERVICES

Deals Globally: 2006 - 2012 YTD (as at 06 Feb 2012) Period

No. of Deals

Aggregate Value of Deals ($bn)

H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 H1 2011 H2 2011 H1 2012 YTD

132 193 239 233 179 132 106 122 174 235 236 247 43

47.9 21.4 63.2 23.2 27.1 6.0 7.5 7.6 16.8 15.4 13.1 17.0 1.4

Source: Preqin

Following these peaks during the buyout boom era of 2006-2007, the onset of the global financial crisis led to a dip in support services buyouts, with less than $10bn in deals registered in each of the half-years between H2 2008 and H2 2009. Despite this, from early 2010 support services deal activity witnessed increased activity, with the 247 deals valued at $17bn in H2 2011 representing a post-Lehman high for deals in this industry.

Interestingly, while deal values currently remain significantly lower than during the previous peak, the number of deals completed in 2011 matched the levels seen in the boom period, with 483 support services deals completed globally versus the 472 that were recorded in 2007.

This is an indication that the sector is still proving a popular investment area for buyout fund managers. In relation to the types of private equity-backed buyout deals being performed in the support services sector, add-on deals represent the majority of activity in the industry in 2011, with 43% of all deals. This is a clear indication that fund managers are currently seeking to consolidate their portfolio companies’ industry positions in a climate of financial market volatility.

Leveraged buyout transactions represented 36% of total deal volume and 41% of the aggregate capital in the sector across the year, while public-to-private transactions accounted for 40% of the aggregate capital invested in the industry.

The largest support services sector deal in the period January 2011 to January 2012 has been the $3bn public-to-private purchase of Emdeon, a leading provider of revenue and payment cycle solutions. Blackstone Group was the acquiring firm, offering to pay $19 per share for the company. Hellman & Friedman, which acquired Emdeon in February 2008 for $575mn alongside General Atlantic, retained a significant minority stake in the company following the $3bn deal.

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ACQUISITION INTERNATIONAL

SECTOR TALK:

Support Service Deals

BREAKDOWN OF PE-BACKED BUYOUT SUPPORT SERVICES DEALS BY REGION

2006 - 2012 YTD (as at 06 Feb 2012) Region

2006 2007

North America 51% Europe 39% Asia & ROW 10%

53% 34% 13%

2008 2009 2010 2011 2012 YTD 52% 36% 12%

57% 32% 11%

56% 33% 11%

52% 33% 15%

58% 30% 12%

Source: Preqin

BREAKDOWN OF NUMBER AND AGGREGATE VALUE OF BUYOUT SUPPORT SERVICES BY TYPE

Jan 2011 - Jan 2012 Type

No. of Deals

Aggregate Deal Value

Add-on LBO Growth Capital Public to Private

43% 36% 14% 8%

11% 41% 9% 40%

Source: Preqin

10 LARGEST SUPPORT SERVICES DEALS GLOBALLY

Jan 2011 - Jan 2012

Investors

Bought From/ Exiting Company

Aug-11 3,000 USD

Blackstone Group

Public to Private

Apr-11

1,880 USD

General Atlantic, Business Services US Hellman & Friedman Business Services US

bankofireland.com

PIPE

Jul-11

1,120 EUR

Northern Rock

northernrock.co.uk

Public to Private

Nov-11 900 GBP

Santander Consumer USA

santanderconsumerusa.com LBO

Firm

Website

Investment Type

Deal Gate

Emdeon Inc.

emdeon.com

Public to Private

SRA International Inc.

sra.com

Bank of Ireland

Deal Size

Endurance International enduranceinternational.com LBO Group

Nov-11 975 USD

Environmental Resource erm.com Management PLC SymphonyIRI symphonyiri.com

LBO

May-11 950 USD

LBO

Mar-11 800 USD

Providence Equity Partners Fairfax Financial Holdings, Fidelity Investments, Kennedy Wilson, The Capital Group, WL Ross & Co Stanhope, Virgin Money, WL Ross & Co Centerbridge Capital Partners, Kohlberg Kravis Roberts, Warburg Pincus Goldman Sachs Merchant Banking Division, Warburg Pincus Charterhouse Capital Partners New Mountain Capital

globeop.com

Public to Private

Jan-12

TPG

unionbankng.com

LBO

Mar-11 750 USD

GlobeOp Financial Services Union Bank

Oct-11

1,000 USD

508 GBP

African Capital Alliance

Primary Industry

Location

-

Financial Services Ireland

-

Financial Services UK

Santander UK

Financial Services US

Accel-KKR

Business Services US

Bridgepoint

Environmental UK Services Business Services US

Symphony Technology Group -

Financial Services UK Financial Services Nigeria

Source: Preqin

ACQUISITION INTERNATIONAL

February 2012 /

9

ON THE COVER:

German Property Law Firm of the Year

LEADING THE PROPERTY PACK — German Property Law Firm of the Year Dr Jan Dittmann is Equity Partner in the Munich-based office of Heussen Rechtsanwaltsgesellschaft mbH, proud winners of the German Property Law Firm of the Year Award. Dr Dittman speaks to Acquisition International about the current market.

Berlin / Germany

HOW IS THE LEGAL MARKET CHANGING AND HOW DOES THIS AFFECT HEUSSEN RECHTSANWALTSGESELLSCHAFT MBH? “We specialise in property law and renewable energy law.

We have noticed that business is becoming more and more specialized, more demanding and also faster.

Less and less people will be able to cope with this, meaning that, despite steadily growing numbers of lawyers, this will eventually lead to a decrease in serious competition.”

ECONOMIC CONDITIONS HAVE BEEN VERY DIFFICULT RECENTLY TO SAY THE LEAST. HOW HAVE YOU HAD TO ADAPT IN TERMS OF DEAL GENERATION AND PROJECT MANAGEMENT? “The financial crisis has indeed had quite an impact on our business area, however, less by the decrease of deal activity.

Since we have a substantial client base, the generation of new deals was not particularly difficult. However, high requirements were put on real estate financing and before the crises we had experienced difficult and time consuming financing processes.

We differentiate from others in the industry as we treat mandates like private matters, meaning we put

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/ February 2012

ourselves into the client’s shoes instead of focusing more on topics like fees and liability. We thereby manage to keep our clients for the long term, and not just short term.”

HOW DOES YOUR TEAM WORK INTERNALLY? HOW MUCH EMPHASIS DO YOU PLACE ON TEAM CULTURE? “We are in the happy position of having highly motivated team members, which is not the result of any specific team building measures but of a very flat hierarchy and a fair climate of working together, which enables our team to work together in harmony and productively.

CONGRATULATIONS ON WINNING THE AWARD OF GERMAN PROPERTY LAW FIRM OF THE YEAR. HOW DID YOU WORK TO ACHIEVE THIS? “The award is a very positive message for us. We are happy about this official recognition of our hard work.

It also proves that the increasingly international orientation of our law firm was the right choice.”

IF YOU COULD OFFER ONE PIECE OF ADVICE TO OTHERS WHAT WOULD IT BE? “I would recommend good team work, unity, a healthy dose of determination and ambition combined with having the client’s best interest at heart.”

Finding highly motivated, experienced lawyers who are also confident in business discussions and negotiations is often an issue for us. We are convinced that we offer the right working platform for highly qualified lawyers and that we are therefore well prepared to gain additional market shares.”

HOW DO YOU SEE YOUR BUSINESS IN 3 YEARS’ TIME? HOW WILL IT HAVE CHANGED SHAPE? “We hope to grow by 30 % year-on-year until 2014.

We are always working on improving our services.

We have expanded our tax team in 2011 and will continue so in 2012..”

Company: Heussen Rechtsanwaltsgesellschaft Name: Dr. Jan Dittmann Email: Jan.Dittmann@heussen-law.de Web: www.heussen-law.de Address: Brienner Straße 9 / Amiraplatz 80333 München / Germany Telephone: +49 89 29 097 211

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ON THE COVER:

Private Equity in Ukraine

PRIVATE EQUITY — In Ukraine

Mykola Stetsenko is Managing Partner of Avellum Partners. He discusses the climate for Private Equity in Ukraine and what he believes the future holds.

PLEASE PROVIDE A BRIEF HISTORY AVELLUM PARTNERS AND OUTLINE ITS MAIN PRACTICE AREAS. Founded in 2009, Avellum Partners is the leading Ukrainian law firm specializing in corporate finance and covering arbitration, banking and finance, capital markets, competition, mergers and acquisitions, real estate and restructurings.

WHAT GIVES AVELLUM AN ADVANTAGE OVER LOCAL AND GLOBAL COMPETITORS?

We are dedicated to delivering the highest possible level of service to our clients. We focus on closing complicated corporate finance transactions successfully and promptly while maintaining high professional standards.

We reach this goal using the most advanced Western methods and practices coupled with our broad experience in Ukraine and everyday practice. Our partners are actively involved in every transaction by personally negotiating documents and spending a lot of time with key decision makers and UBOs. We always search for practical and unique solutions for our clients.

To put it briefly: we provide first-class legal service in a first class way.

WHAT DOES AVELLUM BRING TO THE TABLE DURING A PE-BACKED TRANSACTION, AND HOW DOES THIS ASSIST IN GETTING DEALS THROUGH TO COMPLETION? Having good understanding of the goals of the PE firms, on the one hand, and Ukrainian clients, on the other hand, we, irrespective of whom we represent, identify to clients the “no-go” areas and suggest viable solutions, which allow to reach a balance of interests and not to spend days negotiating non-negotiable issues. For instance, when acting for Ukrainian sellers we explain to the client the importance for

ACQUISITION INTERNATIONAL

the PE firm of the personal guarantees of UBOs and, when acting for the PE fund, we explain the importance for a Ukrainian financial investor of the knowledge qualification for warranties.

THE GLOBAL IPO MARKETS STARTED STRONG IN 2011 BUT NEW ISSUANCE DROPPED DRAMATICALLY MIDWAY THROUGH THE YEAR. HOW HAS THE START OF 2012 COMPARED ON BOTH A GLOBAL AND LOCAL LEVEL? At the moment everyone is waiting for the resolution of situation with Greece, hopefully in March. A lot of strong Ukrainian companies are prepared and willing to tap international capital markets, both debt and equity. These are not only agricultural companies, but only FMCG producers, mining and energy companies, heavy machinery producers, hotel chains and real estate developers.

WHAT UKRAINIAN SECTORS ARE CURRENTLY ATTRACTING THE MOST ATTENTION FROM PRIVATE EQUITY? We are seeing a lot of activity in agriculture, FMCG, retail and, to a lesser extent, the financial sector and telecommunications.

WHAT ARE YOUR PREDICTIONS REGARDING PRIVATE EQUITY IN UKRAINE OVER THE NEXT 12 MONTHS?

DESPITE A CHALLENGING ENVIRONMENT, PRICING GENERALLY IMPROVED FOR PEBACKED DEALS COMPARED TO 2010. HAVE YOU SEEN ANY EVIDENCE OF THIS IN UKRAINE?

We believe the PE firms will continue to be active in Ukraine, given that many companies in Ukraine require additional capital injections, in order to grow to next levels.

We have seen a slight upward shift in pricing in 2011, but the ‘second wave’ of the global financial crisis brought some downward correction to the pricing levels.

Since capital resources are very limited, valuations of many businesses have come down to become attractive to PE firms.

OVERALL, PE-BACKED DEALS HAVE ACCOUNTED FOR 24% OF THE GLOBAL PROCEEDS RAISED IN 2011, THE HIGHEST PERCENTAGE ON RECORD. CAN YOU PLEASE DEFINE THE PERCENTAGE OF PE-BACKED DEALS COMPLETED IN THE UKRAINE IN 2011?

In our experience roughly 15-20% of all acquisitions in Ukraine were PE-backed deals. This is explained by the strong consolidation trends in various industry sectors, where Ukrainian companies are very active.

WHAT FACTORS ARE CURRENTLY ATTRACTING PRIVATE EQUITY FIRMS TO DO BUSINESS IN UKRAINE? WHAT ARE THE KEY BENEFITS? Ukraine offers high return on investment (with high risk, however) and a lot of companies with high growth potential. Ukraine’s economy is also very diversified, offering a full range of industries to invest into: agriculture, financial services, FMCG, metals and mining, developers, pharmaceuticals, chemical industry, engineering, heavy machinery, space and aircraft production to name a few.

Company: Avellum Partners Name: Mykola Stetsenko Email: mstetsenko@avellum.com Web: www.avellum.com Address: 19-21 Bohdana Khmelnytskoho Str., 01030, Kyiv, Ukraine Telephone: +380 44 220-0335

February 2012 /

11

ON THE COVER:

Virtual Data Room Solutions

VIRTUAL DATA ROOM — Solutions

V-Rooms provides a cloud-based customisable virtual data room (VDR) solution designed to streamline document management, collaboration, exchange and archiving for financial, legal and corporate professionals.

Founder and Chief Executive Officer, D R Bradbary, talks to Acquisition International about the company.

CAN YOU TELL US A LITTLE MORE ABOUT THE COMPANY? V-Rooms was founded in 2006. The solution facilitates the secure exchange of sensitive information providing compliant and auditable transactions.

V-Rooms enables the secure acceleration of complex, information-intensive processes while reducing the time and expenses associated with data distribution, courier, printing and travel.

WHO IS A TYPICAL V-ROOMS’ CLIENT?

Low-to-mid-market segments across numerous industries including but not limited to investment banking/M&A, life sciences, legal services, private equity, venture capital, hedge funds, enterprise collaboration and board portals for corporate board meetings.

HOW DO YOU STAND OUT AS A LEADING PROVIDER OF DATA ROOM SOLUTIONS? V-Rooms Virtual Data Rooms provide an economical pricing alternative with a “high touch” level of customer support that allows users to upload, manage and share sensitive documents in a secured environment among numerous recipients including cross-border transactions. The platform facilitates watermarking of documents, file level permissioning and report tracking that shows who viewed what content and when while maintaining document control at a file level.

DO YOU FEEL THAT VIRTUAL DATA ROOMS HAVE REVOLUTIONISED M&A DUE DILIGENCE? Rapidly assembling critical information into a secure, shared central document repository is crucial for any transaction, but for turnaround or restructuring

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situations, speed is absolutely essential. The various parties who need this information should be focusing on management and execution... not on searching for information. Sell-side VDR’s for disposing of assets, especially distressed real estate are in high demand.

Likewise, by using VDR’s to manage the drafting, revisions and execution of the legal transaction documents between multiple parties deals may be completed quickly.

VDR’s have become essential for cross-border transactions due to the logistics involved. V-Rooms is recognising that approximately 20% of our projects fall into this cross-border category.

HOW CAN THE DATA ROOMS THAT V-ROOMS PROVIDE ADD VALUE TO A TRANSACTION? V-Rooms provide a platform for assembling critical information and documents. Within a couple of hours we can have a new client up and operational.

Ease-of- use continues to be one our most important attributes.

This is why we have implemented bulk uploading of files from the client’s desktop computer, whereby the client is able to quickly “drag and drop” folders with thousands of files. Also, using our automated system, hundreds of confidential usernames may be immediately set up and distributed... In less than 1 day a project may be fully made available.

For use typically at the conclusion of a project, we also offer a no-cost archive function, which allows the client to download a full copy of all folders, files, users and administrative reports for historical purposes.

ON A LIGHTER NOTE, WHAT IS THE BEST PIECE OF ADVICE EVER GIVEN TO YOU? To address the growing need for secure, online document exchange portals, well beyond virtual data rooms for the M&A industry, V-Rooms™ is providing a variety of cloud-based document exchange portals

whereby organization may share sensitive documents with external parties, partners, regulatory agencies, legal and financial advisors.

These document exchange portals are software as a service (SaaS) based solutions for confidential external collaboration scenarios.

Although some requirements are needed for short-term projects, most serve ongoing situations. These secure platforms provide workspaces for active collaboration on a variety of documents, without the security concerns associated with allowing external parties’ access to the organization’s internal network.

Examples include:

• Legal Portals – Sharing litigation information with outside counsel, experts, etc.

• Client Portals – Keeping clients informed about project status • Board Portals – Providing collaboration between Board of Director members • Investor Portals – Informing investors of financial status under new transparency rules • Vendor Portals – Communicating with vendors and suppliers on a global basis Cloud-based portals integrate collaboration, security and flexibility into services that support the controlled sharing of sensitive information outside of organizations’ computer servers.

They are quite appropriate for functions that may need to share possibly several thousand pages of confidential information with groups of 10 to several hundred people who may be geographically dispersed, as well as being located partially or fully outside the enterprise.

Company: V-Rooms Name: Dan Bradbary Email: DBradbary@V-Rooms.com Web: www.V-Rooms.com Address: 1326 SE 17th St. #522, Ft. Lauderdale FL, 33316, United States of America Telephone: (800) 731-6379 x701

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ON THE COVER:

The Return of the Management Consultant

THE RETURN

— Of the Management Consultant

Juan-Carlos Méndez is Managing Director of 8020world, a Management Consulting firm that specialises in using Game Theory to help clients craft the best strategy in “highly competitive situations” – acquisitions, divestitures, auctions and tenders. “By highly competitive situations we mean those where the final outcome depends on other’s actions as much as, or more than, your own. Our process helps clients to understand the “natural outcome”, how it differs from their desired outcome, and what specific actions and tactics they need to get the results they want.”

Back in 1999 Mr. Mendez did his Master’s thesis work on the use of role simulation and war gaming to help clients make better business decisions. After that, he chose MIT Sloan to pursue his MBA, mostly because of the seminal work on System Dynamics done there, and he worked with Prof. Gordon Kaufman on computer-supported negotiation analysis. “After 10 years improving the methodologies in different business settings, we crystallised all that knowledge into a system to conduct Game Theory workshops, where a team (usually 8-12) of senior executives from the client, guided by our team facilitators develop their strategy over the course of 1-2 weeks.”

WHO NORMALLY ENGAGES YOUR SERVICES? “We have applied this methodology to high-stakes competitive situations in automotive, healthcare, and telecommunications industries. Large companies in these spaces routinely face situations where other large competitors will yield their power to tilt the outcome, there are other constituencies like patient groups, NGOs, industry-standard bodies, etc., who can also affect the outcome, and the actions taken by all the competitors may face scrutiny of regulators, SEC, FCC, etc. We help our clients to make sense of all the moving parts. Recently, we are working to apply our methodologies to mid-sized companies who may face similar competitive situations.”

HOW DID ECONOMIC DOWN FALL AFFECT THE MANAGEMENT CONSULTANCY INDUSTRY AND YOUR CLIENT’S DEMANDS? “We have seen three main effects: a) the economic crisis being a catalyst for change at client organizations. Smart companies took advantage of the situation to drive effective change, as people felt a real sense of urgency; b) intense focus on budgets and timelines for all projects - consultants are still hired, but client’s demands to deliver are higher; c) more vetting of the consulting teams, and longer sales cycles

“Our services respond to the client’s concerns. Due to the participative nature of our engagements, the executives get a high sense of ownership on the strategy they crafted, and have tools to communicate it across the organization, which facilitates the proper execution.”

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WITH THE WORLD ECONOMY SLOWLY RECOVERING, HAVE YOU SEEN AN EVIDENCE OF CONSULTANCY BUDGETS INCREASING WITHIN YOUR JURISDICTION? “We don’t have enough hard evidence to comment.

Conversation with prospects and other business contacts suggest budgets are not yet at pre-recession levels, but still there is activity, just companies are being much more selective. Assignments with clear ROI, pragmatic results, and demonstrable value get funded.”

HOW HAS YOUR ROLE CHANGED IN A POSTRECESSION ENVIRONMENT? AND WHAT MAKES YOU THE RIGHT MANAGEMENT CONSULTANT? “Related to the previous question, clients want clear ROI, pragmatic results, and demonstrable value.

“We have evolved our practice to accelerate the cycle of insights. For instance, War Gaming and Game Theory workshops have been around for almost a decade. All the ones we are aware of are based on paper, whiteboards and easels. Once the team of executives identify the strategic options available to each of the stakeholders in the competitive situation, the consultants regroup offline, develop a model based on that input, and perhaps a week later, come back to provide insights to the client. In our case, we provide valuable insights to the team of executives, right on the spot, on the first workshop, as soon as they come from the first session-break. How? At the beginning of the first workshop we split the execs into small groups, and they start ranking preferences and strategic alternatives on the screens of the iPads we provide, loaded with our proprietary software.

Well, all along during the brainstorm sessions, these machines are communicating in real-time with a back-end computational engine in the room, which captures all that input, simulates and prioritizes thousand of alternatives, and generates insights that we show back to the team. Usually a lot of “aha” moments happen right there, and the conversation becomes extremely rich. We call our process Rapid Fire Feedback. Those interested can learn more here: http://8020world.com/services/competitivedynamics.”

HOW DOES A MANAGEMENT CONSULTANT IMPROVE COMPANY’S BUSINESS STRATEGIES, SERVICES AND HELP THEM ACHIEVE THEIR GOALS? “Obtaining value from a management consulting assignment requires contributions from both the client and the consultant, as well as a compatible set of values, competencies, and approaches between the consultant and the client that take their organization where they want to go. There is also a wide range

of management consultants, from the “Big 3” to independent consultants, with an even wider range of abilities to deliver value. We recommend prospects to select for interviews the two or three consultants/ firms whose experience comes closest to matching the situation they need to address. To ensure a successful assignment, we recommend them to look for references, peer evaluations and certifications, like the CMC credential, and adherence to codes of professional standards and ethics, like those of The Institute of Management Consultants USA (IMC USA). We believe we rank high on these criteria, and once the client has established we are the right business partners to discuss their strategy, our processes and methodologies will help them to improve their strategy, identify tactics, obtain alignment, and increase the confidence and trust on their chosen plan to address the competitive situation they are facing.

IN THE WAKE OF THE GLOBAL FINANCIAL CRISIS, WHAT ARE THE KEY CHALLENGES FACING COMPANIES AT THIS TIME? “During the crisis companies cut excess fat, in many cases to the bone. They increased their operational efficiency, and learned how to survive operating with less. However, in most cases, the cost-control focus comes at the expense of reduced innovation, and less risk taking. Meaningful growth depends on innovation and taking calculated risks.” Successful companies have been able to disrupt themselves, and have found ways to clear hurdles to allow people to innovate and take risks. “We believe one of the biggest advantages of our consulting approach is to provide executives with the confidence on taking the right decision, and providing them with a logic framework to analyze and understand their situation, the options available to them, the options available to other stakeholders, the balance of power in the situation, the relative alignment of their desired outcome to other stakeholders’ desired outcomes, and the robustness of their decision.”

Company: 8020world Name: Juan-Carlos Méndez Email: info@8020world.com Web: http://8020world.com Address: 304 Indian Trace, Weston, FL 33326-2996 Telephone: +1-347-286-8020

February 2012 /

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SECTOR SPOTLIGHT:

Maritime Disputes — Selecting an Arbitrator and a Location

MARITIME DISPUTES

— Selecting an Arbitrator and a Location

The number of disputes in the shipping and international commodity trading industry has always been high; 90% of international commerce travels by sea and with the global financial crises providing an extremely fertile ground for disputes, these numbers have increased noticeably over the last few years.

Unlike most industries, the maritime world has historically embraced arbitration as the preferred method used to resolve disputes and often this takes place in London with English law applying.

The English legal system has a steeped history of dealing with maritime matters and today is home to a developed base of specialist shipping practitioners, lawyers and judges. That said, a number of international jurisdictions have already, and are continuing to emerge as suitable alternative locations to London and it’s now possible to find highly technical individuals with the knowledge, experience and commercial sensitivity to arbitrate maritime disputes in a number of key hubs around the world. Acquisition International speaks to the experts from around the world.

Acquisition International speaks to Jeffrey Blum, ICSAS Council to explain to its international readers why most practitioners agree that London arbitration is the best and therefore the most popular place and method for resolving trading and shipping disputes.

Other UK methods are also highly regarded but litigation is slow, expensive and public, which most disputants abhor. Conciliation and Mediation are useful alternatives but do not give judgments or awards and are therefore not enforceable.

The International Commodity and Shipping Arbitration Service (ICSAS) provides a unique facility for the resolution of commercial disputes under English Law by highly-experienced arbitrators, all of whom have worked for at least 10 years in disputes arising from international trade and / or from the carriage of goods by sea. All ICSAS arbitrators, who presently come from eleven different countries on three continents, also have minimum 3 years’ practice in recognised arbitration forums before admission to the Arbitration Panel. The Secretary of ICSAS, who is responsible for overseeing proceedings and the expeditious publication of an Award, is a practising solicitor with specialist knowledge of arbitration in the commodity sector. ICSAS enables trading companies to resolve issues arising from contracts for the sale and purchase of goods and contracts for their carriage.

ICSAS has now been adopted by a number of Trade Associations which do not provide arbitration services and by a major international trading house for application under contracts for the international trade in commodities not presently covered by Trade Associations. ICSAS reflects the general preference in the commodity and shipping worlds for disputes to be determined by those who have commercial experience. This is the primary focus and purpose of ICSAS. Full details of ICSAS services, including details of the qualified arbitrators, are accessible

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/ February 2012

from their website at ‘www.icsas.org’. Gerrits Auditors and Advisors have its origin in Rotterdam, a city which is, because of its main port, is home to extensive maritime expertise. Gerrits collaborates on its maritime cases with Van Traa lawyers, an established Rotterdam law firm with a team of approximately 38 lawyers specialized in maritime-, trade and insurance law.

The senior partner of Gerrits Accountants and Advisors, Marius Gerrits MCIArb CPA, is a member of the London Court of International Arbitration (LCIA), supporting member of the LMAA and (Appeal) arbitrator for the Grain and Feed Trade Association (GAFTA) and the Federation of Oils, Seeds and Fats Associations FOSFA International.

Marius H. Gerrits’ career included working with transport companies such as NedLloyd and Kuehne & Nagel and he held positions as executive of prominent international trading houses in Rotterdam and the USA. “The maritime world historically embraces arbitration as the preferred method of resolving disputes. One of the reasons for that is that is difficult to interpret responsibility of parties on basis of law and contract alone. An understanding of the chain of logistics and the responsibilities of parties involved, such as shipper, receiver, charterer, owner, underwriter and P&I club’s is essential to reach a fair outcome of a dispute. This understanding can only be obtained by having been involved in trading, shipping and chartering. Therefore successful arbitrators usually have a background in trade and transport. Furthermore, experience and understanding maritime disputes can also be found in countries with a maritime tradition, like Holland with its maritime history that goes back for centuries and in which Rotterdam -the largest port of Europeis situated.

ARRESTING VESSELS, CARGO AND BUNKERS Because of this maritime tradition, extensive maritime expertise is concentrated in Rotterdam. For instance, Dutch arbitrators have expert knowledge on maritime matters and are experienced in maritime dispute resolution. The more so, since the Netherlands have a successful arbitration institute (Dutch Maritime Arbitration Association TAMARA) specialized only in maritime– and trade disputes.

“In addition, Dutch law provides claimants with impressive tools that may lead to a swift solution in maritime disputes. For instance, Dutch maritime lawyers are usually able to arrest a vessel, or attach its bunkers or cargo within a few hours providing instant security for the claimants and a strong incentive for the parties to try to settle the dispute amicably. Also, the Rotterdam District Court is well equipped and

experienced to deal with maritime arrests and all related issues. Furthermore foreign arbitral awards can effectively and swiftly be enforced within the Dutch jurisdiction. Being a member state of the New York Convention, Dutch arbitrators are well aware of the requirements that have to be met, ensuring that the arbitral award will be enforceable abroad in other member states.

Shinichiro Yamashita is partner lawyer of Hiratsuka & Co., Japan. The law firm has been mainly acting for P&I clubs, shipping companies, shipyards, trading companies, insurance companies, foreign law firms for maritime, insurance and reinsurance matters.

They are often instructed for arbitration in Japan, including arbitration of Tokyo Maritime Arbitration Commission of the Japan Shipping Exchange, Inc. (TOMAC arbitration) “Japan is one of the main maritime hubs. There are quite many shipowners, shipping companies, shipyards, marine insurance companies, trading companies and shipper of goods like manufacturers here in Japan. Generally they prefer Japanese law and TOMAC arbitration. What is important in arbitration is quality of arbitrators. They should be fair and listen to both parties’ cases well. From this viewpoint, TOMAC arbitration is quite good.

We have often acted for non-Japanese companies against Japanese companies in TOMAC arbitration and achieved good results. TOMAC arbitrators have expertise as they should be appointed from the persons listed on the Panel of TOMAC arbitrators.

The listed persons are Japanese, mainly working for maritime industries for a long time.

The cost of TOMAC arbitration is not so expensive.

There are three arbitration procedures with different tariffs, depending upon claim amounts.

The procedure is flexible. The potential problem of Japanese law/TOMAC arbitration compared to English law/London arbitration is relatively small number of precedents. However, in cases of issues without Japanese precedents, Japanese maritime lawyers and arbitrators refer to English law and reflect them in interpretation of Japanese law as much as possible. So there are no difficulties as a matter of fact. One of the important factors for choice of arbitration place is lawyers. In Japan, there are many excellent maritime lawyers fluent in English with reasonable hourly rate. They can assist non-Japanese companies for claim and/or defense in arbitration proceedings in Japan.”

Victoria Liouta is the Founder and Managing Director of Vilmar International S.A., a company with established offices in Greece under Law 89/67 and a strong focus on marine claims consultancy and insurance broking.

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Maritime Disputes — Selecting an Arbitrator and a Location

As an Attorney-at-Law graduated from University of Athens with post graduate studies in maritime Law in Southampton, UK, Victoria Liouta is committed the last 18 years to serve the shipping community around the globe. Working since 1992 as in-house legal advisor for well known Greek ship owners and since 2005 as Claims executive and in 2007 as General Manager of the Greek office of The American P&I Club until 2009, Victoria Liouta has obtained huge knowledge and experience both on claims handling and the marine insurance fields. Victoria Liouta has a vast legal background in shipping and with her colleagues at Vilmar invests in providing the tools to serve the clients and meet their expectations in shipping industry. Vilmar deals with maritime claims and handle emergencies, collect evidence, appear in Courts, on a case by case basis, handle any matter that requires specific knowledge and provide both commercial and strategic considerations. Our clients are ship owners and Clubs and working with and for them the past 18 years Vilmar is primarily focused on finding the best solution by keeping the necessary standards and relationships that regulate shipping business worldwide.

We are confident that our understanding and knowhow on claims handling as well as insurance add value to the market’s needs and demands of the times and our legal expertise as well as practical approach and ability to provide the right answers and decisions as well as our efficiency to reduce clients’ exposure at any level make our presence in this market valuable and important. Vilmar’s Clientele is mostly shipowners both in Greece and abroad who trust us to deal from the first steps with the crisis/dispute/ claim has arisen, contact their insurers, prepare documentation as required by various authorities, advise and assist the employees, cooperate with experts, even solicitors if necessary from time to time, and generally suggest ways and alternatives to overcome smoothly the problems. We further work with Clubs, both International and fixed premium, as well as Hull and War underwriters in various different markets and based on their Rules we guide the clients and assist in agreeing the terms of their insurance contract and rectifying any disputes or other problems.

WHAT MAKES YOU THE RIGHT CLAIMS CONSULTANT/ARBITRATOR FOR THE MARITIME AND SHIPPING INDUSTRY? “As Claims Consultants, we believe that handling has changed dramatically while insurance companies achieve new efficiencies in order to become more competitive and profitable. We think that the claims consultant can bring to the claims process the expertise and experience in handling the large exposure claims not found on a company’s staff or independent firm. As claims today generate far larger financial exposures than in the past, the claims consultant should be considered a recourse, a source of knowledge and experience for an insured faced with the potential of a major loss. Complex claims require special skills in claim management, analysis of coverage and Rules, defence strategies, negotiating techniques and experience in handling class action litigation. We, at Vilmar, are confident

ACQUISITION INTERNATIONAL

that we can assist an insurance carrier to benefit and bring coordination between the efforts of the insured, the insurers and their counsel. We know the claims issues that need to be addressed and how to most efficiently and effectively bring closure. We add value before a loss has occurred. We deliver a quality product that will generate overall cost savings at the end of the day. Not every claim requires the experience and expertise, however there are those situations where even routine handling cannot be provided by staff.”

HOW DOES YOUR JURISDICTION STAND OUT AS MAJOR MARITIME HUB? WHAT ARE THE PULL FACTORS? “Piraeus’ gradual development into one of the main centres of international shipping has led to development of Greek law of arbitration. The lex arbitri, i.e. the law that governs the conduct of the arbitration, which will be the Greek law if the place of the arbitration will be in Greece, will be the new Greek law on international commercial arbitration (in force since 1999; Law no. 2735/1999), by which Greece adopted the well known UNCITRAL Model Law on international commercial arbitration. This means that the old regime of the Greek Code of Civil Procedure, that governs domestic arbitrations is not applicable, and so the parties will have a legal regime almost identical to the laws of around 50 countries around the world that have adopted the UNCITRAL Model Law, instead of a peculiar and unknown national legislation.

Salwa Saad Khairallah comes from the shipping industry with 23 years of experience, spent within the commercial, HR and insurance and claims departments. Salwa followed a number of arbitration courses with the Chartered Institute of Arbitrators, London, ending up with the Diploma in International Commercial Arbitration at Kebble College, Oxford.

She has also obtained a postgraduate Diploma in International Commercial Mediation from Queen Mary University of London and is a trained and accredited mediator by CEDR (Centre of Effective Dispute Resolution), London. Salwa is trained in maritime arbitration and is a supporting member of the LMAA (London Maritime Arbitrators Association), she is fellow (mediation) in the CIArb, London, and member of Arbitralwoman, France.

Salwa is presently the manager and co owner of ¨Consultancy Center sarl¨ in Lebanon, for consultancy and ADR. She is following a LLM in International Dispute Resolution, with Dundee University, Scotland. She is a visiting lecturer at Baden-Wuerttemberg Cooperative State university, Ravensburg in Germany and has participated for the third consecutive time to “Mediation in Global Village” conference in Germany, in addition to several number of conferences related to dispute resolution.

“Further to the academic ADR side, having had a shipping and commercial experience within the Lebanese and international markets, in addition to a large scope of work with governmental institutions Continued on next page...

Company: Gerrits Auditors & Advisors Name: Marius H. Gerrits MCIArb Email: info@gerrits.ac Web: www.gerrits.ac Address: Westplein 11, 3016BM Rotterdam, The Netherlands Telephone: +31 10 2731764

HIRATSUKA & CO.

Company: Hiratsuka & Co. Name: Shinichiro Yamashita Email: sy@h-ps.co.jp Web: Address: 9th floor, Kaiun Building, 2-6-4, Hirakawa-cho, Chiyoda-ku, Tokyo 102-0093 Japan Telephone: +81-3-6666-8811

Company: Consultancy Center sarl Name: Salwa Saad Khairallah Email: salwa@consultancycenter.com Web: www.consultancycenter.com Address: P.O.Box 2072 Jounieh, Lebanon Telephone: ++961 3 03 16 06

Company: SRS Legal Name: Maria José Santana Email: maria.santana@srslegal.pt Web: www.srslegal.pt Address: Telephone: +351 21 313 20 00

February 2012 /

15

SECTOR SPOTLIGHT:

Maritime Disputes — Selecting an Arbitrator and a Location

in Lebanon and some neighbouring countries, this has provided her with rich expertise to act as a professional mediator and arbitrator, appointed by shipowners, importers and local ministries.”

HOW DOES YOUR JURISDICTION STAND OUT AS MAJOR MARITIME HUB? WHAT ARE THE PULL FACTORS? “English law and Act 1996 were always linked to shipping disputes, the reason is that London has always been the capital of the shipping industry.

Furthermore, ADR institutions in England were pioneers in providing knowledge and training in this field, in addition to creating rules and regulations to embrace dispute resolution processes.

Therefore, most of the local shipping contracts, signed with foreign parties, mainly contain an ADR clause based on English law. Lebanon is still working towards establishing a chamber of maritime arbitration, to adopt special regulations for different related dispute resolutions.”

Carsten Grau is Partner in DLA Piper UK LLP, Hamburg Office, qualified as Rechtsanwalt and Solicitor (England & Wales). Member of the practice group “Litigation & Regulatory within DLA Piper and in charge of marine, offshore and aviation business.

Carsten Grau is practicing as lawyer for more than ten years and have - ever since - concentrated on contentious and non-contentious matters in the shipping and offshore industry. This comprises ship finance, sale & purchase transactions and state court litigations as well as arbitration under LMAA, GMAA, ICC, DIS, UNCITRAL, CAS and SCC rules.

He is a member of DIS (German Arbitration Society), GMAA (German Maritime Arbitration Association), the Hamburg Chamber of Commerce Arbitration Tribunal and the German Logistics Arbitration Tribunal. Apart from arbitration, he has a specific track record in ship arrest and global recovery actions on behalf of ship financing banks, ship yards and bunker oil companies.

DLA Piper is usually instructed by banks, shipping companies, marine technology companies and/or oil companies. We are also assisting the ship registry business for a major EU member state.

CARSTEN, WHAT MAKES YOU THE RIGHT ARBITRATOR FOR THE MARITIME AND SHIPPING INDUSTRY? “Before graduating from Hamburg law school, I spent some time at sea as nautical officer and worked in the European HQ of a major Korean container carrier.

During my pupillage, I worked for the German Ship owners’ Association and for the leading German marine insurer. Consequently, I had a good and broad basis of shipping experience when I started developing the marine legal practice in DLA Piper to where it is now.”

WHY DOES THE MARITIME WORLD HISTORICALLY EMBRACE ARBITRATION AS THE PREFERRED METHOD TO RESOLVE DISPUTES? AND WHY DOES ENGLISH LAW OFTEN APPLY?

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“Arbitration - other than state court litigation - is the preferred dispute resolution method in the international shipping world for various reasons: Parties may choose their arbitrators themselves, i.e. they have influence on the persons which they entrust with their case. This leads to a higher degree of trust, expertise and experience of marine arbitration panels, all of which cannot automatically be expected from state court judges. In a marine arbitration, stakeholders would literally sit around a table and discuss the matter -under the guidance of the arbitrators - in a professional atmosphere and would try to come to a solution which is - sometimes more, sometimes less - acceptable to both sides. An arbitration award cannot be challenged by an appeal, i. e. they have been through the process, the parties can be assured that the matter will be finally resolved and cannot be taken to the next instance. Arbitration proceedings are not public, i. e. parties can be sure that their - sometimes delicate - business dealings will remain confidential. In certain jurisdictions, e. g.

PRC and Russia, it is easier to enforce an arbitration award rather than a state court judgement.

Traditionally, English law is and will probably remain the dominant law regime in the maritime world. This is for historic reasons as England was the first country in the world developing sea going activities and became - for centuries - the major sea power in the world. Therefore, it used to be a logical step for me to study English law and - apart from my German bar admission as Rechtsanwalt- to qualify as a Solicitor (England & Wales).”

Bruce G. Paulsen, Litigation Partner, Seward & Kissel LLP have handled commercial and maritime matters since 1985.

“At this point, I handle sophisticated disputes for financial institutions, public and privately held shipping companies, charterers, insurers, reinsurers, brokers, trading houses and others in the shipping and related businesses. Seward & Kissel LLP has the most widely recognized shipping corporate practice in the United States and is known as the premier firm in the United States that takes shipping companies to the public markets (offerings of both debt and equity). The Firm also has substantial market share in representing shipping lenders. Accordingly, the Firm’s shipping litigation practice involves such issues as workouts, foreclosures and bankruptcies, securities litigation for publicly held shipping companies, regulatory investigations, general commercial work in the shipping space, attachments, bankruptcy as well as more traditional areas including marine insurance, charter party arbitration, etc.

The Firm also has a strong presence in the piracy and sanctions areas where it represents primarily shipowners, banks, brokers, charterers and insurers.

Seward & Kissel litigators are substantially involved in arbitration, both in conducting arbitrations as well as handling confirmation hearings, motions to vacate, etc. in court. The Firm also is substantially engaged in merger and acquisition activity in the shipping area.”

WHO NORMALLY ENGAGES YOUR SERVICES– I.E. LARGE MULTINATIONALS/GOVERNMENT ETC?

“Our services are engaged by a wide range of players in the shipping business including major marine lenders, publicly and privately held shipping companies, charterers, investment banks, and underwriters, trading houses, hedge funds, private equity funds and other participants in the shipping business.”

WHY DOES THE MARITIME WORLD HISTORICALLY EMBRACE ARBITRATION AS THE PREFERRED METHOD TO RESOLVE DISPUTES? AND WHY DOES ENGLISH LAW OFTEN APPLY? “Arbitration has its origins in the marine business.

It continues to provide a less expensive, fasterproceeding forum than litigation. However, as some arbitration panels have allowed the process to become almost as lengthy and expensive as litigation, some parties (certain oil majors, for instance) will arbitrate smaller disputes, but will have clauses in their charters which provide for litigation of larger disputes giving the parties a right of appeal which is not present in arbitration. That said, the shipping industry still embraces arbitration as its primary dispute resolution mechanism under charter parties.

Participants in the shipping industry often perceive that London is the better forum (compared primarily to New York). This perception is both unfortunate and untrue.”

HOW EFFECTIVE IS YOUR LOCATION IN SETTLING MARITIME DISPUTES? AND HOW DOES IT COMPARE TO ENGLISH LAW? “Following up from the question above, the perception that London is necessarily a better venue for the arbitration of maritime disputes is misplaced.

There is a substantial cadre of commercial arbitrators in New York who have the necessary background to handle maritime disputes. While it is true that some arbitrators are appointed more frequently than others, because the awards are published, it is possible to determine from a review of the awards which arbitrators have previously addressed issues that may appear in an upcoming arbitration. This allows for a thoughtful selection process.

In addition, there is another misperception that only in London can the prevailing party obtains an award of some or all of its attorneys’ fees in connection with an arbitration. Proceeding under the rules of the Society of Maritime Arbitrators, Inc. (“SMA”) in New York, however, allows the panel (or sole arbitrator) to award fees to the prevailing party. Although the substantive law is in some cases slightly different between England and the United States, commercial arbitrators in New York often strike the right balance between the application of law as well as the consideration of commercial realities. New York presents a fine forum for maritime arbitrations.”

LGS was founded in 1985 by Timbul Thomas Lubis, Mohamed Idwan (‘Kiki’) Ganie and Arief Tarunakarya Surowidjojo. Since then, LGS has grown into the largest corporate transactions and corporate litigation firm in Indonesia. Mohamed Idwan Ganie is the Managing Partner of Lubis Ganie Surowidjojo (LGS).

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Maritime Disputes — Selecting an Arbitrator and a Location

“LGS has obtained Lloyd’s Register Quality Assurance certifications of ISO 9001:2008 for Quality Management systems and ISO 14001:2004 for Environmental Management systems to ensure that all aspects of the firm’s operations and the quality of services are on par with the most well managed companies and organizations in the world.

Dr. Ganie’s practice includes a wide range of arbitration and alternative dispute resolution work, within this, shipping disputes are a particular specialty of Dr. Ganie and of the firm. Most recently the team has represented Itochu Corporation regarding oil pollution in Indonesia, and assisted Pusan International Law Offices regarding a ship arrest in Batam. Dr. Ganie holds a Phd in Shipping Law from the University of Hamburg and has coauthored the Indonesian law carriage of goods by sea law summary for Prof. Tetley’s Marine Cargo Claims, 4 Ed., 2008, as well as a number of other treatises on shipping law.

In our more than 27 years of service, we are experienced in representing a diverse range of clients from domestic to multinational corporations, public and private companies, to government instrumentalities and state owned enterprises, and we work with our clients to understand their problems, determine their needs, and arrive at a practical solution that is both cost-effective and viable over the long term. Arbitration is preferable in the maritime sector due to a number of reasons, the main being certainty and expediency.

The underlying reasons for these are that shipping activities necessarily involve a wide range of jurisdictions and often divergent legal regimes, as a result, if domestic law and courts were relied on, this would introduce a significant amount of uncertainty into the business transactions. Selecting arbitration instead of the domestic courts ensures that any disputes and handled in a consistent and comparatively expedient manner. While the choice of English law has become something of an industry practice, whereby it provides a legal framework with which most of the business actors are familiar with and where a lot of the legal questions that arise during shipping disputes have been settled in the past, providing invaluable precedents that serve to provide certainty and expedite the dispute resolution process.”

HOW EFFECTIVE IS YOUR LOCATION IN SETTLING MARITIME DISPUTES? AND HOW DOES IT COMPARE TO ENGLISH LAW? “Indonesia has a law on arbitration and alternative dispute resolution, as well as a domestic arbitration body (BANI / Badan Arbitrase Nasional Indonesia).

However, arbitration clauses often select Singapore as the venue for the dispute resolution process, with a choice of law being either Indonesian or Singaporean, depending on the parties. The enforceability of arbitration awards, domestic as well as foreign, is ensured by the arbitration law. Both BANI and the Singaporean arbitration body (SIAC / Singapore International Arbitration Centre) have proven effective as venues for settling arbitration disputes, and both allow for English law to be selected as the governing law.”

ACQUISITION INTERNATIONAL

Frank Stevens, Partner at Roosendaal Keyzer Advocaten, Belgium was admitted to the Antwerp Bar in 1993 and have been practicing maritime and transport law ever since. He has been with Roosendaal Keyzer, one of the leading transport law firms in Belgium, since 2005.

“My work consists of advising clients on matters of maritime and transport law, and litigating such matters before the Belgian courts (we are entitled to practice in all Belgian courts, except the Supreme Court (Hof van Cassatie)). I do more litigation than arbitration, for the very simple reason that there are (far) less arbitration cases than court cases. I have been both an arbitrator myself and representing parties in arbitration proceedings. Our firm is a niche firm, focusing on transport law (mainly sea, inland navigation, and road, and to a lesser extent air and rail) and those aspects of commercial law that are transport related, such as international sale, agency contracts in the transport sector, warehousing issues (fees, contracts, incidents and damage, etc.).

We represent mainly commercial companies that are involved in transport, both on the carrier side and on the cargo side, and/or the insurers of these companies.

In inland shipping, we sometimes represent private individuals, as inland vessels are often owned and operated by private individuals.“Maritime arbitration in Belgium is almost exclusively ad hoc arbitration, by a panel of three arbitrators. Each of the parties nominates an arbitrator, and those two arbitrators then nominate a third arbitrator, who presides over the panel. When acting as an arbitrator, we are either appointed by one of the parties, which would be of the type of companies or insurers that would ordinarily consult us, or by the other arbitrators, which are almost always other maritime lawyers.”

WHY DOES THE MARITIME WORLD HISTORICALLY EMBRACE ARBITRATION AS THE PREFERRED METHOD TO RESOLVE DISPUTES? AND WHY DOES ENGLISH LAW OFTEN APPLY? “Arbitration, certainly ad hoc arbitration, allows the parties to select arbitrators of whom they are certain that they are well versed in maritime law, and solution oriented. Charter parties, towage contracts etc. contain very specific clauses that can be bewildering for someone not familiar with the legal and commercial practices of the chartering or towage business. English law is often made applicable in contract between parties with equal bargaining power (charter parties, towage contracts, salvage contracts, etc.). In carriage under Bill of Lading, on the other hand, where the shipper and/or consignee is protected against the superior bargaining power of the carrier, the applicable law is international conventions (Hague (Visby) Rules, Hamburg Rules), supplemented where necessary with national law. The reason why charter parties etc. often make English law applicable is mainly historical. At a certain point in time, a lot of the ships were actually English ships, so English lawyers and English courts were regularly confronted with issues of maritime law, which resulted in a well-established body of maritime law and a familiarity with London as a centre of maritime dispute resolution.

Continued on next page...

Company: DLA Piper UK LLP Name: Carsten Grau Email: carsten.grau@dlapiper.com Web: www.dlapiper.com/carsten_grau Address: Jungfernstieg 7, 20354 Hamburg, Germany Telephone: +49 40 188 88 156

Company: Seward & Kissel LLP Name: Bruce G. Paulsen Email: Paulsen@sewkis.com Web: www.sewkis.com Address: One Battery Park Plaza, New York, New York 10004 Telephone: (212) 574-1533

Company: Lubis Ganie Surowidjojo Name: Dr. Mohamed Idwan (‘Kiki’) Ganie Email: ganie@lgslaw.co.id Web: www.lgsonline.com Address: Menara Imperium, 30th Fl. Jl. H.R. Rasuna Said Kav. 1 Jakarta 12980, Indonesia Telephone: (62-21) 831-5005, 831-5025

Company: Roosendaal Keyzer Advocaten Name: Frank Stevens Email: frank.stevens@roosendaal-keyzer.be Web: www.r-k.be Address: De Burburestraat 6, 2000 Antwerpen, Belgium Telephone: +32-3-237.01.01

February 2012 /

17

SECTOR SPOTLIGHT:

Maritime Disputes — Selecting an Arbitrator and a Location

HOW EFFECTIVE IS YOUR LOCATION IN SETTLING MARITIME DISPUTES? AND HOW DOES IT COMPARE TO ENGLISH LAW?

on a wide range of cases involving international trade and shipping (through ICC, LCIA, DIAC), especially cases involving the Arab Middle East.

“The procedural aspects of arbitration in Belgium are governed by the Belgian Code of Civil Procedure, Part 6 of which deals with arbitration. Belgium is a Party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

“Dubai, is a valuable hub on the route from Kuwait, from India and Iran, and the Far East, with cargo offloaded for distribution locally and to the Suez Canal, Europe, the Far East, and the Americas, and East Africa. Services are generally time and cost efficient, bunkers and supplies are well priced and available, and facilities for repairs are good. The region has an issue with pirates from the Horn of Africa, but combined naval forces work together to minimise the problems. International trade is a key element of Dubai’s commercial wealth. The Emirate breaks bulk on a massive scale, has Free Zones for import and export, and for import, manufacture and export. Dubai, and the Emirates of Fujairah, and Ras Al Khaimah all have valuable resources in dry docks and repair facilities. Arbitration and the choice of law clauses are quite often badly worded, or no choice of law is included.

The Code of Civil Procedure, however, only provides a skeleton framework. It is very much up to the parties (or, by default, the arbitrators) to decide how the arbitration will be conducted, which makes arbitration a very flexible tool. The parties can, for instance, decide on the language, which means that arbitration in Flanders (the Dutch speaking part of Belgium) can be in English or in French, whereas court proceedings in Flanders have to be in Dutch.

The language skills of Belgian lawyers mean that arbitration in English or French is not merely a theoretical possibility, but a real one. It also means that the arbitrators and lawyers are able to understand evidence in English or French (and often German) without need for a translation, which saves time and money. The comparison between Belgian law and English law would strongly depend on the issue at stake. With regard to issues such as charter parties, towage contracts salvage, etc.; Belgian lawyers would look at and be guided by English law.

With regard to other issues such as carriage of goods by sea, there is an established body of Belgian case law, which on some points may diverge from the English position (even though both Belgium and the U.K. are party to the Hauge-Visby Rules).”

HOW DOES YOUR JURISDICTION STAND OUT AS MAJOR MARITIME HUB? WHAT ARE THE PULL FACTORS? “In 2009, Antwerp was the second largest port in Europe with regard to cargo in general (liquid bulk, dry bulk, containers, ro-ro, and other cargo) and the third largest port with regard to containers.

Worldwide, Antwerp was the 19th largest port for cargo in general in 2009, and the 14th largest port for containers. In addition, Belgium has a long history of eminence in maritime law. The Belgian Maritime Law Association (MLA) is one of the oldest in the world, and was one of the founding members of the Comité Maritime Internationale (CMI).

Belgian lawyers and maritime law professors also have the benefit of being multilingual (Dutch, English, French, and often an at least passive knowledge of German), which allows them to read and understand documents and evidence in its original language, without need for a translation, and also allows them to look over the borders at the solutions developed in other countries.”

Dr. Mark Hoyle Barrister, and Partner, is based in Dubai, SJ Berwin, International Dispute Resolution (litigation and arbitration). He has experience of international trade and shipping (dry) disputes at the Bar, then as Regional Head of Arbitration at a leading Arab Gulf firm and has worked for SJ Berwin since early 2011. Mark has also sat as sole or co-arbitrator

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/ February 2012

The local courts tend to take a strict view of the meaning of an arbitration clause, and challenges can be made to the arbitration process, although increasing experience of the judiciary is limiting such interference. No choice of law often means UAE law is applied. There is a lack of experienced maritime arbitrators in the region. As arbitrator I seek to have the parties wrap up securely the aims and challenges of the arbitration in a separate document, along the lines of Terms of Reference, to avoid misunderstanding., and if the governing law is not mentioned I seek the parties’ agreement.

Many lawyers in the region are not familiar with international trade and shipping. The disputes that tailed off in 2008/2009 have woken up in the latter part of 2010 onwards, either because respondents/ defendants were seen to be worth a go by claimants, or because claimants felt they had to try to recover debts under pressure from shareholders and bankers.

However, many claims were made to avoid the limitation periods and a significant number remain to be progressed. As a lawyer I have responded by offering a forthright assessment of the prospects of claims. As arbitrator I always try to progress cases in a time efficient manner. The UAE is unlikely to pass major legislation in this field for some time, but there remains a draft arbitration law, based on the UNCITRAL Code and the Egyptian model, which has yet to be agreed and promulgated.”

Company: Interlink International Trading Name: Jeffrey Blum Email: info@intlinkint.com Web: www.intlinkint.com Address: 8 Ilmington Road, Kenton, Harrow, Middx, HA3 0NH Telephone: +44 (0) 845 644 2864

Company: SJ Berwin Name: Dr Mark Hoyle Email: mark.hoyle@sjberwin.com Web: www.sjberwin.com Address: SJ Berwin, Suite 303, Park Place, Sheikh Zayed Road, Dubai, United Arab Emirates, PO Box 24482 Telephone: + 97 143 289 900

Company: Vilmar International SA Name: Victoria D. Liouta Email: info@vilmar.gr Web: www. vilmar.gr Address: 107-109 Filonos str., 6th floor, Piraeus, Greece 18536 Telephone: +30 210 4511615

Company: Remedy Law Firm Name: Maria Suprunenko Email: Maria.Suprunenko@remedy.spb.ru Web: www.remedy.ru Address: St.Petersburg, Russia Telephone: + 7 (812) 702 51 00

Company: K Ashar & Co. Name: Mr. J. K. Ashar Email: jkashar@kasharindia.com Web: www.kasharindia.com Address: Medows House, 39, Nagindas Master Road,Fort, Mumbai 400 023, India.

Telephone: + 91 22 6624 9494

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SECTOR SPOTLIGHT:

Maritime Disputes — Selecting an Arbitrator and a Location

Chris Grieveson, Partner, and Geir Sviggum, Managing Partner, are based at the Wikborg Rein Singapore office, and Wikborg Rein’s Shanghai office, respectively. Together they talk about the issues arbitration lawyers face and how the economic crisis has affected business in the Far East.

PLEASE GIVE A BRIEF SYNOPSIS OF YOUR EXPERIENCE IN SETTLING DISPUTES IN THE SHIPPING AND INTERNATIONAL TRADING WORLD. Chris: “I specialize in shipping, oil & gas, and commodity trading law. I have extensive experience of all aspects of shipping law (both globally and especially within SE Asia). I have also been involved in handling some of the world’s major casualties and pollution incidents.

I regularly advise shipowners, charterers, P&I clubs and traders on all aspects of carriage of goods, charterparty and marine insurance law. I also have extensive experience of shipbuilding and S&P disputes. In the offshore industry I advise operators and contractors in the drafting and negotiation of proposed contracts; handling claims and disputes concerning contractual performance; accidents; and claims under insurance policies.

My experience includes all aspects of the industry from the initial bid and tender process through commissioning, and in-field operation. I have acted for all sectors of the industry including EPC and EPCI contractors, drilling contractors, FPSO/FLNG operators, accommodation rig providers, supply boat /barge operators, and oilfield service contractors.

I now head a new dispute resolution team in the Singapore office of WR handling international arbitration, mediation and commercial litigation mainly in the areas of shipping, oil and gas, and trade dispute (commodities such as coal).”

Geir: “Ranked as Lloyds’ List Maritime Law Firm of the Year in Asia in 2011 and by Asia Legal Business among the 30 fastest growing law firms in Asia in 2010, WR has seen tremendous progress in Asia over the past years. Over the past year, we have handled several dozen shipping related disputes out of China.

Chinese charterers have developed a reputation of being notorious non-payers under charterparties.

We have been responsible for re-negotiating countless charterparties during the recent crash in market rates. We have of course acted extensively for Western owners, who remain the backbone of our practice. However, we have also assisted in close to 40 charterparty disputes over the past year on behalf of Chinese charterers. Many such disputes have ended in arbitration, primarily in London.”

WHY DOES THE MARITIME WORLD HISTORICALLY EMBRACE ARBITRATION AS THE PREFERRED METHOD TO RESOLVE DISPUTES? AND WHY DOES ENGLISH LAW OFTEN APPLY? Chris: “Arbitration has traditionally been a way to avoid ‘messy’ public disputes, which hold a huge attraction for most businesses—shipping or otherwise. It has also been a relatively cost-effective

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way of resolving disputes, with the potential costs involved in full-blown litigation being a real issue for businesses without a substantial war-chest. However, there are a couple of issues that are developing in regards to arbitration which the legal profession (and the authorities) may need to address over the next few years.

The first is the cost, with arbitrations no longer being as cost effective as they once were. Litigation is being priced back into the mix by these costs. Secondly, from a legal point of view, the increase in arbitration has caused a significant reduction in case precedents available to the legal profession. Common law is based on precedent and the build up of agreed positions. To a large degree, arbitrations ‘start from scratch’ each time.”

Geir: “The main alternative to arbitration is normal court proceedings. The challenge is that normal judgments cannot be enforced in most countries outside the jurisdiction in which the judgment was rendered. An English judgment cannot be enforced in China, an American judgment cannot be enforced in most European countries, etc. Arbitration awards can, due to the New York Convention, be enforced in almost 150 countries across the world. Effectiveness in enforcement is crucial to understanding the success of the arbitration institute.”

HOW HAS THE GLOBAL ECONOMIC CRISIS AFFECTED THE NATURE AND VOLUME OF MARITIME DISPUTES? AND HOW HAVE YOU RESPONDED? Chris: “The outlook is grim. The full effects of ‘GFC2: the sovereign debt death march’ are starting to work their way through the system. Charter rates and resale/scrap prices are falling and access to finance is becoming much harder to come by.

There is still a considerable capacity ‘hump’ to get over - a huge number of newbuild ships are yet to come online and this will put further pressure on the market. Shipyards are in for a rough few years as the building boom comes to a crunching halt. Financewise, I expect we will see an increase in syndicated lending as banks spread their risk. Undoubtedly there will be, as there are now, further insolvencies and bankruptcies.

The experienced players may get through this, and those with cash will look to consolidate and expand. “In terms of areas that continue to do well, LNG and offshore oil and gas are performing strongly.

Time will tell though, if the rush to these areas creates a new vicious cycle that seems to be a trait of the shipping sector. Over the last few years Wikborg Rein has pushed to develop a diversified practice incorporating English law disputes, local Singapore law, finance, tax, and corporate capabilities.

This has given our overall practice great protection - other firms are scrambling to catch up as at least one well-publicized alliance showed, but few can offer their clients such a range of services. Equally, as banks are being put under further pressure to manage costs, outside advisors will need to show their worth. As corporate shipping and banking is

squeezed clients should rightly ask questions on the value they receive.”

OVER THE NEXT 12 MONTHS, ARE THERE ANY IMPENDING AMENDMENTS TO THE LAW WHICH WILL MAINTAIN OR HELP IMPROVE YOUR STATUS AS AN INTERNATIONAL SHIPPING AND MARITIME ARBITRATION VENUE? Chris: “The falling markets have put numerous owners under huge pressure. Finance has become considerably harder to come by as banks have tightened lending or withdrawn from the market.

We are seeing banks spread their risk and capital exposure to the shipping markets —those who are staying in the game are, increasingly, looking to club and syndicated lending as serious options.

Restructuring, refinancing, and default work will, most likely, dominate the 2012 market for law firms.

However, we have also seen a greater need for lawyers to be ‘facilitators’ to get counterparties talking rather than resorting to legal confrontation.

Changes to the law and/or increased regulation will not necessarily help the shipping industry—the last thing many owners need are increased costs.

Singapore has traditionally been an attractive destination for shipping companies due to its Maritime Incentives Scheme, and we expect the government to consolidate its place as a commercial and dispute resolution centre by ensuring the country remains an attractive destination.”

Geir: “Shanghai is aiming at becoming an international shipping hub. Numerous changes to regulations are being made in rapid pace.

It is becoming easier to establish a shipping company in Shanghai, new types of legal entities are being introduced as tailor-made for certain parts of the sector (as for instance; brokerage), etc. We believe that Shanghai, and its many shipping players, will emerge as a force to be reckoned with after the current crisis. But as emphasized above; for dispute resolution in particular, I believe more mature venues will be preferred in the foreseeable future.”

Company: Wikborg, Rein & Co. Name: Chris Grieveson Email: cjg@wr.com.sg Office: Singapore Telephone: (+65) 6438 4498 Web: www.wr.com.sg Company: Wikborg, Rein & Co. Name: Geir Sviggum Email: gsv@wrco.com.cn Office: Shanghai Telephone: (+86) 21 6339 0101 Web: www.wr.com.cn

February 2012 /

19

SECTOR SPOTLIGHT:

AML Compliance Across the World

AML COMPLIANCE — Across the World

Global patterns of anti-money laundering compliance are extremely uneven and the global and regional agencies responsible for setting standards in AML and the Combating of the Financing of Terrorism have been quick to highlight those who are succeeding and those who are lagging behind.

The compliance divisions of international banks spend a great deal of time and effort on implementing the various regulations and discovering risk-based approaches related to the detection and avoidance of money laundering, the financing of terrorism and corporate fraud.

of money laundering and terrorism finance, including staff training. Dr. Kammerer holds the International Diploma in Anti Money Laundering of the International Compliance Association (www. int-comp.org) and annually attends various focused lectures and trainings.”

But preventing money laundering, whilst essential, is extremely expensive; when banks have to spend billions in order to meet international requirements it’s no wonder there are such extremes in compliance and success rates, especially with the current economic climate in mind.

Khaled Saqqaf , Partner and Head of the Jordan and Iraq office, at Al Tamimi & Company, a firm regularly advises a variety of multi-national corporations on anti-money laundering laws applicable to them in the various countries in the Middle East where we have offices, including Jordan.

Since the passage of the Anti-Money Laundering Act in 2008, a number of initiatives have been introduced on the national level in order to meet international standards. Acquisition International speaks to the experts.

for or on behalf of their clients, particularly those conducted on the Amman Stock Exchange.”

CAN YOU PLEASE SUMMARISE THE STANDARD AND LEVEL OF AML COMPLIANCE IN YOUR JURISDICTION AT THE MOMENT? HOW DOES THIS AFFECT THE TYPE OF INDUSTRY DOING BUSINESS HERE? Dr. Adrian W. Kammerer: “1998, Switzerland has implemented one of, if not the, most thorough anti money regulations worldwide and hence made considerable progress in its combat of money laundering.

Dr. Adrian W. Kammerer is a partner of the Swiss law firm of Niederer Kraft & Frey Ltd. (www.nkf.ch).

Amongst other things, he specializes in Swiss AML regulation and acts as internal Head Compliance.

One main issue of concern for our clients is the consequences of repatriating monies or investments outside of Jordan.

It has been the path-breaker in a variety of today’s industry standards such as PEP regulation, establishment of beneficial ownership, transaction monitoring and implementation of the risk based approach. E.g., the latter has been implemented for Swiss banks back in 2002 while the EU implemented such concept only by the EU Third Money Laundering Directive in 2007.

“For over a decade, Dr. Kammerer has been regularly advising a variety of small, midcap and major corporations in a broad variety of legal questions in connection with the combat and prevention

Further, we advise a variety of banks and financial institutions on additional reporting requirements applicable to them when handling transactions

The banking industry being one of the most important industries in Switzerland, Swiss banks have been and continue to be heavily affected by the ever increasing respective (national and international) regulation.”

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/ February 2012

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SECTOR SPOTLIGHT:

AML Compliance Across the World

WHAT PRESSURES HAVE BANKS BEEN UNDER BY INTERNATIONAL REGULATORS TO COMPLY WITH AML COMPLIANCE?

the power to request other authorities to provide them with any data/information necessary to perform their functions.

Dr. Adrian W. Kammerer: “Over the past years, Swiss banks have been under continuing and increasing pressure by both national and international regulators such as the FATF (www.fatf-gafi.org).

While loopholes continue to exist, implementation is still at a high level, in particular with a view to the Swiss banking sector.”

Finally, it is important to note that between 2010 and 2011, the relevant authorities in Jordan have issued various instructions, which define more clearly the scope of businesses, which are subject to anti-money laundering obligations and regulate the obligations imposed on them.

Khaled Saqqaf : “In light of the political unrest in the region, Jordan is in a unique position of having to continuously reassure its international investors of the safety and integrity of its market. Accordingly, banks and financial institutions are, and regularly do, take measures to ensure that they comply with the applicable laws.

However, one key issue to note, is that the applicable Anti-Money Laundering laws and regulations have not hindered honest transactions, particularly as the focus of said laws has been on knowing your client and reporting suspicious transactions, rather than on imposing controls to said transactions. In particular, there are no exchange restrictions, which would impede such honest transactions.”

WHAT INITIATIVES HAVE BEEN LAUNCHED SINCE THE ANTI-MONEY LAUNDERING ACT IN 2007 AND HOW EFFECTIVE HAVE THEY BEEN ON A NATIONAL LEVEL? Khaled Saqqaf: “The Anti-Money Laundering Law of 2007 has been amended by Law No.8 of 2010, as well as by Law No.31 of 2010.

Generally speaking, the aforementioned amendments are of importance in two main respects; firstly, (i) the aforementioned amendments extended the scope of the said Law beyond anti-money laundering to include combating financing terrorism; and (ii) expanding the situations which are included within the definition of money laundering, by removing the previous hurdle, which provided that in order for a situation to constitute a crime of money laundering, the original monies must have been collected in pursuance of a crime recognised by Jordanian laws.

However, the new amendment provides that the crime is committed whenever monies are collected in pursuance of any crime recognised by Jordanian laws as well as by international treaties to which Jordan is a party. Further, the amendments make clear that the crime of money laundering is separate from the original crime and is not dependant on a judgment issued in its regard.

In addition, the Anti-Money Laundering Law has been supplemented by two regulations, which organise the workings and structure of the AntiMoney Laundering and Financing Terrorism Committee and the Anti-Money Laundering and Financing Terrorism Unit respectively.

Importantly, the regulations grant the said Unit various powers to assist it in its functions, including

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In particular, instructions have been issued in relation to (i) insurance companies; (ii) finance lease providers; (iii) corporations dealing on the stock exchange, including licensed financial services companies, certain custodians, as well as Mutual Investment Companies and Funds registered with the Securities Commission; (iv) real estate corporations; and (v) jewels and precious stones and metals stores.”

Company: Niederer Kraft & Frey Ltd. Name: Adrian W. Kammerer Email: adrian.kammerer@nkf.ch Web: www.nkf.ch Address: Bahnhofstrasse 13, 8001 Zurich, Switzerland Telephone: +41 (0)58 800 8000

WHAT ARE YOUR PREDICTIONS OVER THE NEXT 12MONTHS REGARDING AML COMPLIANCE IN YOUR JURISDICTION? Dr. Adrian W. Kammerer: While the highly and adequately regulated Swiss banking sector appears to meet national and international AML standards, a shift of money laundering issues to non-regulated sectors (artdealing, real estate, jewelry, luxury cars) may be a further challenge in the combat of money laundering for the next years.

Company: Al Tamimi & Company Name: Khaled Saqqaf Email: k.saqqaf@tamimi.com Web: www.tamimi.com Address: Emmar Towers A, 11th Floor, 6th Circle, PO Box 18055, Zip Code 11195, Amman, Jordan Telephone: +962 6 577 7415.

In autumn 2011, Switzerland’s newly appointed Federal Attorney Michael Lauber announced the combat of money laundering to be a first priority issue for the forthcoming years.

The inclusion of tax offences in Swiss AML regulation is currently (January 2012) being discussed.

Furthermore, amendments to Swiss AML regulation on international exchange of information on suspicious money transfers are being assessed by the Federal Council. In the international context, The EU Fourth Money Laundering Directive is due to be proposed in 2012.

It is said to take account of FATF’s review of its 49 recommendations which are expected to be adopted at the FATF plenary meeting in February 2012.

Against that background, in all likelihood (and based on experience), pertaining regulation and its complexity will continue to increase on both national and international levels.”

Khaled Saqqaf: “In light of recent events in the Middle East and as mentioned the Jordanian authorities have introduced a number of measures in 2010 and 2011 respectively, extending the scope of businesses which are subject to anti-money laundering obligations and defining in detail the obligations imposed on them.

The next 12 months are likely to see additional measures introduced to ensure that the anti-money laundering regime in Jordan is as comprehensive as need be to meet its aims.”

Company: Erriah Chambers Name: Dev Erriah Email: deverriah@intnet.mu Web: Address: 2nd Floor, Les Jamalacs Building, Vieux Conseil Street, Port Louis, Mauritius Telephone: 230 208 2220

Company: Voscon Inc. Name: Theo. Dekonty Joseph Email: info@vosconinc.com Web: www.vosconinc.com Address: FedEx Plaza, 3rd Floor, Suirtes 1 & 2 80 Broad Street, Monrovia, Liberia Telephone: (231)6-516-540

February 2012 /

21

SECTOR SPOTLIGHT: AML Compliance

AML COMPLIANCE — In Ireland

Paula Kelleher is a Partner in the Regulatory and Compliance Unit in the Financial Services Department of Dillon Eustace. Paula talks to Acquisition International about recent anti-money laundering/counter terrorist financing initiatives and how they operate in Ireland.

The objective of the AMLCU is to discharge the Minister’s obligations to act as Competent Authority and to discharge the general compliance monitoring functions in respect of those categories of designated persons that are assigned by the CJA 2010 to the Minister.

The categories of businesses, i.e. the designated persons, that come within the Minister’s jurisdiction for these purposes include trust or company service providers, persons trading in goods for cash values of €15,000 or more, tax advisers and external accountants who are not already supervised by a competent authority.

In this context a business will only fall to be monitored by the AMLCU where it is not already subject to the regulatory control of an existing body e.g. the AMLCU has no responsibility for solicitors who are regulated by the Law Society of Ireland.

Paula Kelleher

PLEASE GIVE A BRIEF SYNOPSIS OF YOUR EXPERIENCE ADVISING COMPANIES IN AML/CTF COMPLIANCE. The Third Money Laundering Directive (Directive 2005/60/EC) was transposed into Irish law on 5 May, 2010 by the Criminal Justice (Money Laundering and Terrorist Financing) Act, 2010 (‘CJA 2010’) and has been effective in Ireland since 15 July, 2010. The Regulatory and Compliance Unit in Dillon Eustace provides a comprehensive regulatory and compliance service to a wide range of international and domestic clients, both regulated and unregulated in the public and private sector, dealing with a broad range of complex regulatory matters, which includes matters relating to money laundering and terrorist financing prevention.

The team also runs training seminars for clients, their boards of directors, senior management and employees on a wide range of compliance topics

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/ February 2012

including anti-money terrorist financing.

laundering

and

counter

WHAT INITIATIVES HAVE BEEN LAUNCHED SINCE THE ENACTMENT OF THE CRIMINAL JUSTICE (MONEY LAUNDERING AND TERRORIST FINANCING) ACT, 2010 AND HOW EFFECTIVE HAVE THEY BEEN ON A NATIONAL LEVEL? In addition to the themed on-site inspections recently carried out by the Central Bank, on 17 October 2011, the Minister for Justice and Equality gave an update on the activities of the Anti Money laundering Compliance Unit (‘AMLCU’). Sections 60 and 62 of the CJA 2010 designate the Minister as a Competent Authority and State Competent Authority for the purposes of securing compliance by certain categories of designated persons with statutory requirements to prevent money laundering or terrorist financing.

The AMCLU has been focusing on the AML/ CTF compliance of private members’ clubs, casinos, trust and company service providers and tax advisors as these sectors have been identified as being potentially high-risk areas for money laundering and terrorist financing.

Under the CJA 2010, “designated persons” who provide trust or company services must be authorised by the Minister to provide such services. A total of 224 Trust or Company Service Providers have been authorised by the Minister to date.

Currently 27 Private Members’ Clubs are registered with the AMLCU. To date, 300 inspections to check for compliance have been carried out by the AMLCU and 37 Suspicious Transaction Reports have been processed by the AMLCU, mainly for failure to apply Customer Due Diligence.

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SECTOR SPOTLIGHT: AML Compliance

WHAT PRESSURES HAVE BANKS BEEN UNDER

BY INTERNATIONAL REGULATORS TO COMPLY WITH AML/CTF REQUIREMENTS? Traditionally banks have always been under pressure from both domestic and international regulators in the area of AML/CTF compliance as the banking industry has always been seen as one which is very susceptible to money laundering and terrorist financing activities. These concerns arise by virtue of the nature of banking business and the ease with which large sums of money can be moved electronically either domestically or cross border, with little or no human intervention making banking business an ideal target for those wishing to launder the proceeds of criminal activities.

In addition to complying with their own domestic AML/CTF obligations a number of large international banks including Banco Santander, Bank of Tokyo– Mitsubishi UFJ, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan, Chase, Société Générale and UBS got together to form the Wolfsberg Group with the aim of developing, including among other things, financial services industry standards for “know your customer” AML/ CTF policies.

This action was taken to seek to establish some basic international operating norms given the wide variation in the AML/CTF requirements applicable in each individual jurisdiction which makes cross border trading so difficult. The Wolfsberg Group and the standards prepared by it are now widely referred to in banking and financial services operations worldwide and are adopted by subsidiaries of the members of the Wolfsberg Group operating in Ireland.

In one of its earlier reports on Ireland (February 2006, based on an on-site inspection conducted in July 2005), the FATF acknowledged that the Irish Government endorsed the need for an effective international regime to counter money laundering and terrorist financing but noted that its legal framework needed to be strengthened.

Clearly Ireland has taken the necessary steps to bring its AML/CTF regime into line with other international jurisdictions to demonstrate its ongoing commitment in the fight against crime, particularly AML/CTF not just in the banking industry but across all areas of economic activity in Ireland which could be exploited by those seeking an avenue to do so. The credible threat of fines and enforcement proceedings in existence in Ireland also act as a significant deterrent in this regard as does the risk of reputational damage arising out of the publication of any sanctions imposed by the Central Bank.

HOW AND WHY DOES ANTI-MONEY LAUNDERING /COUNTER TERRORIST FINANCING COMPLIANCE DIFFER FROM COUNTRY TO COUNTRY?

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The level of anti-money laundering/counter terrorist financing compliance differs from country to country for a number of reasons. These reasons can vary from the political will at the top towards adopting the necessary legislation and regulations required to combat AML/CTF in their jurisdiction to, despite best intentions, a lack of resources to make a meaningful difference in deterring AML/CTF related crime in that jurisdiction.

In addition, the risk of the likelihood of AML/CTF occurring in one particular jurisdiction more than another may vary depending on the location of the country, whether or not it is a member of an international organisation such as the FATF or other similar group and the types of transactions typically being conducted in that jurisdiction. The risk can be high, medium or low in any given case and may also differ depending on the customers, the products, the distribution channels and the geographical location of customers. All of these need to be taken into account when assessing the level of compliance with international standards in a particular country.

For example, in the case of Ireland which would now be considered a compliant jurisdiction, the recent FATF report on Ireland found that Ireland had a sound legal framework in place to combat money laundering but it raised concerns as to the low rate of convictions for money laundering offences and the lack of comprehensive statistics regarding enforcement making it difficult to assess the effectiveness of the AML/CTF regime.

However, with the enactment of the CJA 2010 in Ireland and the increased powers of enforcement given to the Garda Síochána under the Criminal Justice Act, 2011 and to the Central Bank under the Administrative Sanctions Regime, it is likely that these concerns have been addressed and an increase in the level of AML/CTF compliance will be seen over time. This is not the case in every jurisdiction however, where through a combination of factors some of which are outlined above, the domestic laws and regulations are not on a par with current international standards. Accordingly, the level of AML/CTF compliance varies considerably across all countries.

the financial markets in Ireland. The Central Bank believes that meeting that challenge should restore the faith of consumers, market participants and other users of the banking and financial markets to the benefit of all.

A key component of the Central Bank’s new approach is a more vigorous application of its enforcement powers. The Central Bank has stated that where serious breaches of regulatory requirements occur, regulated entities and their management can expect that those matters will be fully investigated fully and followed through to conclusion.

It is likely therefore that the application by the Central Bank of its new administrative sanctions powers will see more fines and penalties being issued during the year ahead. In addition to the launch of its Enforcement Strategy, the Central Bank has also launched its new risk-based supervision framework, PRISM (Probability Risk and Impact System).

The Central Bank intends to, and indeed in many cases has already notified investment firms operating in Ireland of their risk rating under the new PRISM system. The Central Bank has confirmed that it will prioritise the allocation of its resources to areas where it believes the greatest risks lie, imposing sanctions when it is not satisfied with the outcome thus leading to greater activity in the regulatory sphere in over the coming months. These challenges can be offset by the opportunity they provide to companies both regulated and unregulated to review their internal processes and procedures to ensure they are in line with current corporate governance best practice in their respective areas.

A challenging environment of this nature also encourages market participants to embrace the changes and improve their own performance.

WHAT ARE YOUR PREDICTIONS OVER THE NEXT 12 MONTHS REGARDING AML COMPLIANCE IN YOUR JURISDICTION? The Central Bank’s Enforcement Strategy 20112012, sets out the newly established Enforcement Directorate’s strategy for 2011 to 2012. Although the timing of the Enforcement Strategy by the Central Bank coincided with a time of significant market pressure on the banking and financial services industries internationally and in Ireland in particular, this did not deter the Central Bank from making its intentions known to the wider public.

One of the Central Bank’s priorities is the restoration of credibility in banks, financial institutions and

Company: Dillon Eustace Name: Paula Kelleher Email: paula.kelleher@dilloneustace.ie Web: www.dilloneustace.ie Address: 33, Sir John Rogerson’s Quay, Dublin 2, Ireland Telephone: 00 353 1 6670022

February 2012 /

23

SECTOR SPOTLIGHT:

Offshore Series — Doing Business in Gibraltar

OFFSHORE SERIES

— Doing Business in Gibraltar

Gibraltar, the latest location to fall under our spotlight is an integral part of the EU; it is the only British offshore centre that can and will increasingly be able to provide financial institutions with passporting rights and access to the single European market for financial services, its economy is entirely self sufficient and it is a global or regional leader in every economic sector in which it operates.

Gibraltar

In addition to the opportunities arising from Gibraltar’s status in the EU, it is also the only jurisdiction that offers a flexible tax regime and regulatory standards matching the EU and UK but retaining the flexibility of a small jurisdiction.

Acquisition International speaks to the experts.

Andrew Gardner is Managing Director in the Trust and Company Management division for STM Fidecs.

He has seen the business grow to become one of the largest companies of its kind in Gibraltar.

STM Fidecs was founded in 1989 and operates principally from Gibraltar as a cross-border financial services provider, specialising in financial planning both for HNWIs moving to work, live or retire overseas or making cross-border investments, and for entrepreneurial, predominantly owner-managed, businesses, expanding into or re-locating to other, frequently lower, tax jurisdictions.

The business has grown to become one of the largest trust, pension and company managers in Gibraltar.

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/ February 2012

Fidecs is part of STM Group Plc, an AIM-listed financial services provider with offices in Spain, Malta, Switzerland, Jersey and Gibraltar. Our aim is to be the provider of choice for cross-border investors, entrepreneurs and expatriates.

We work with clients from a range of backgrounds, including corporate client, entrepreneurs, those with inherited wealth, and families which live, or have assets spread across, international boundaries.

STM Fidecs, along with its sister subsidiaries of STM Group Plc. has a wide range of products and services that can be tailored to the needs of the company or individual client. These include: Trustee Services, Company Management Services, International Pensions, QROPS/QNUPS, EFRBS, Life Bonds and Insurance Wrappers, International Tax Advisory Services and Insurance Management Services.”

Fiona Cross, International Tax Partner, and Mark Lamb, Head of International Services, are both based at Chantrey Vellacott DFK (Gibraltar) Ltd. They see Gibraltar as a very favourable jurisdiction to do business in.

Chantrey Vellacott DFK is a long established provider of accounting, taxation and related advisory services.

Our roots go back to 1788. Chantrey Vellacott DFK has had a presence through its offices in Gibraltar, for more than 10 years.

Gibraltar offers a competitive low tax rate within the EU, political independence and good sector links with the Government via The Gibraltar Finance Centre Council. In addition, Gibraltar offers regulatory supervision, investor protection and all service providers within the same jurisdiction.

With the new Tax Act for companies having been in place for over a year, there are many tax planning opportunities for international groups.

The new 10% corporate tax rate provides a very competitive tax rate within the EU. This, together with the fact that there is no tax on dividends, interest and royalties, no VAT and no capital gains tax makes Gibraltar a very favourable jurisdiction to do business in.

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Offshore Series — Doing Business in Gibraltar One of the main challenges facing corporate clients is the full acceptance of EU law, such as the Parent Subsidiary Directive, by EU countries transacting with Gibraltar. Local anti-avoidance rules can prevent the Parent Subsidiary Directive applying with Gibraltar. We always provide our clients with a bespoke service to fit their particular circumstances, addressing any jurisdictional constraints.

Gibraltar’s links with the EU are key to providing it with a competitive edge. For example, a Gibraltar Finance Company may be used in a European Group whereby the interest receivable is tax free with a tax deduction being available in the interest paying European subsidiary at the domestic tax rate (which could be up to c35%).

For this planning to be effective, the interest expense would be required to be fully tax deductible in the paying country, with no withholding tax being levied on the interest paid under the EU Interest & Royalty Directive which applies to certain EU Countries paying interest to Gibraltar.

Similarly, a Gibraltar Royalty Company may provide tax free royalty income which also relies on the EU Interest & Royalty Directive and is comparable to the Gibraltar Finance Company described above.

Gibraltar has entered a new era as an internationally competitive onshore European Finance Centre, having left behind its tax haven status.

A great deal has been achieved over the last few years in putting Gibraltar on the financial map and improving the perception of the jurisdiction, with sector success in Funds, Insurance and Gaming.

The key benefit to insurers looking to establish in Gibraltar are its European Union presence, its low tax environment and it sound regulatory regime.

This has led many (in particular) UK based insurance businesses to look to Gibraltar to establish their own risk carriers in a jurisdiction which can benefit from full EU passporting rights. As a result in excess of 10% of UK motor insurance is underwritten from Gibraltar, more now than from Lloyd’s of London.

As a place to do business from Gibraltar tends to be more cost effective than for example the UK. Salaries are comparable with and slightly lower than the UK, whilst property prices and the cost of living tend to be similar to the South East of England.

Gibraltar’s economy is built on several planks – financial services, gaming, shipping and tourism.

Its trick has been to create niche areas of operation where it is not trying to be all things to all men but is concentrating on quality.

Within gaming for example there are only a relatively small handful of quality players licensed to operate in Gibraltar rather than the numbers game that some other jurisdictions have played.

Gibraltar’s unique currency position (the pound compared to the Euro in Spain across the border) has also assisted in the last few years with tourists seeking a UK based haven to spend their money more cost effectively when compared to Euroland. I believe Gibraltar will continue to develop as a quality niche player in the insurance arena and in those other areas where it has demonstrated expertise in recent years. “

Company: STM Group Name: Andrew Gardner Email: andrew.gardner@stmfidecs.gi Web: www.stmfidecs.gi Address: Montagu Pavilion, 8-10 Queensway, Gibraltar Telephone: 00 350 200 42686

Name: Fiona Cross Email: fcross@cvdfk.com Telephone: +44 (0)20 7509 9191

Name: Mark Lamb Email: mlamb@cvdfk.com Telephone: +44 (0)20 7509 9279 Gibraltar Rock / Gibraltar

Steve Quinn is Chief Executive Officer of Quest Insurance Management (Gibraltar) Limited.

He believes that Gibraltar will continue as a niche player in the insurance industry.

Quest was established in 2004 and has become the largest independent insurance manager in Gibraltar in the period since then. Our role is to provide out-sourced management services to insurance companies looking to become established in Gibraltar.

“We assist prospective companies through the licensing process and then provide the boring but critical services required to show that the business has not just a presence but its lifeblood in Gibraltar.

The services we offer relate to accounting, compliance work, company secretarial matters, underwriting, and provision of Directors, Officers and office space.

ACQUISITION INTERNATIONAL

Company: Chantrey Vellacott DFK (Gibraltar) Ltd Web: www.cvdfk.com Address: 85/87 Main Street, Gibraltar

In relative terms it has been spared from the ravages of the global recession, with unemployment not increasing and property prices remaining buoyant – it is anticipated this will continue for the foreseeable future.

Company: Quest Insurance Management (Gibraltar) Limited Name: Steve Quinn Email: steve.quinn@quest.gi Web: www.quest.gi Address: First Floor, Grand Ocean Plaza, Ocean Village, Gibraltar Telephone: 00 350 200 74570

February 2012 /

25

SECTOR SPOTLIGHT:

Doing Business in Gibraltar

DOING BUSINESS — in Gibraltar Michael Harvey is a director in the KPMG Gibraltar office and he specializes in audit and advisory work, predominantly in the financial services and gaming sector. Here, he speaks frankly to Acquisition International about the jurisdiction and the issues affecting it.

PLEASE PROVIDE A BRIEF HISTORY OF YOUR FIRM AND OUTLINE YOUR MAIN PRACTICE AREAS. KPMG is a global network of professional firms providing Audit, Tax and Advisory services. We have 138,000 outstanding professionals working together to deliver value in 150 countries worldwide. KPMG re-established operations in Gibraltar towards the end of 2007.

The Gibraltar firm forms a key part of an informal network of KPMG offices in Finance Centres, whose economic environments and issues are similar in nature to that of Gibraltar, although they lack Gibraltar’s unique status.

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO GIBRALTAR? WHAT ARE THE KEY BENEFITS OF LOCATING HERE? Over the last few years, Gibraltar has repositioned itself away from an offshore jurisdiction to that of an International Finance Centre within the EU. The key point to note is that Gibraltar is part of the EU and as a result is able to passport its financial services to EU member states.

From 1 January 2011, there is a low rate company tax regime in Gibraltar applicable to all companies who have income liable to Gibraltar taxation, whilst the well established special tax regime for executives continues to attract skilled individuals and high networth individuals to Gibraltar. For example an individual who qualifies as a high net work individual will pay a maximum amount of tax £29,980 for the 2011/12 tax year regardless of total taxable income in Gibraltar. In addition there is no Capital gains tax, inheritance tax, wealth tax or VAT in Gibraltar.

HOW COST EFFECTIVE IS IT TO BOTH LIVE, AND DO BUSINESS IN GIBRALTAR? Currently the maximum effective rate of tax in Gibraltar for an ordinarily tax resident individual is 25%. There are special tax concessions for individuals with special skills or high net worth individuals (see example above).

Property prices in Gibraltar are fairly high due to its size, however, Spain is only minutes away across the frontier, where property prices are a lot lower.

There are about 8,000 people who live in Spain and commute to work in Gibraltar every day.

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IN REFERENCE TO YOUR AREA OF EXPERTISE, HOW DO LOCAL LAWS IN YOUR JURISDICTION DIFFER WITH THOSE OF OTHER OFFSHORE FINANCIAL CENTRES?

HOW IMPORTANT ARE GIBRALTAR’S LINKS WITH THE EU IN TERMS OF ADVANTAGES OVER OTHER OFFSHORE LOCATIONS WITH BUSINESSES AND INVESTORS?

With Gibraltar being part of the EU it is required to transpose all EU Directives into law, for example the Companies (Cross Border Mergers) Regulations which enabled the two online gaming companies incorporated in different countries to form bwin. party Digital Entertainment plc, which is now one of the world’s largest online gaming companies. It is helped by the fact that the Gibraltar legal system is based on UK law.

Very important.

This is one of Gibraltar’s key differentiators from its competitors. We are part of the EU through the UK and as noted above our regulated financial services businesses are able to passport their services through the EU.

WHAT ARE THE PRIMARY CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY? HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS? I think the stream of regulation coming out of the EU is difficult for regulated clients and their advisors to keep pace with, especially as Gibraltar is such a small country. KPMG has recently employed its first dedicated risk consultancy advisor in Gibraltar, which gives us an advantage over our competitors and we hope will assist the Gibraltar companies with ‘Cutting through the complexity’. This is a key area for businesses looking to set up in Gibraltar, acquisitions of Gibraltar companies and the day to day running of regulated businesses.

WHAT GIVES YOU AN ADVANTAGE OVER LOCAL AND GLOBAL COMPETITORS IN YOUR AREAS OF EXPERTISE? In the field of Due Diligence and acquisitions, KPMG locally has a tremendous advantage with the depth of experience of our staff, who have been involved in numerous deals and listings of companies. I think locally our experience is unmatched. Being a member firm of KPMG is also very useful such that you can leverage people with specialist skills or get offices in other jurisdictions involved.

WHAT STEPS OVER RECENT YEARS HAS GIBRALTAR TAKEN TO ACTIVELY DIVERSIFY ITS ECONOMY TO ENSURE CONTINUING PROSPERITY AND GROWTH IN SPITE OF THE GLOBAL DOWNTURN? Inevitably, this has had some impact on the Gibraltarian economy, however, the robust economy of Gibraltar continues to grow at a healthy rate as demonstrated by the increase in GDP by more than 40% over the last 5 year period. The reason for this success is due to an economy based around quality companies. The Government’s mantra has always been quality business coming into Gibraltar not just any business. This has been combined with a wide range of industries that have been built up in Gibraltar, such as insurance, funds, investment management and online gaming.

GIBRALTAR CONTINUES TO BE RECOGNISED ACROSS THE WORLD AS A WELL-REGULATED HIGH-QUALITY FINANCIAL CENTRE OFFERING INNOVATIVE PRODUCTS AND A WIDE RANGE OF BUSINESS SOLUTIONS. WHAT FACTORS HAVE DRIVEN THIS? This is essential for Gibraltar as an International Finance Centre – being well regulated. The drive for this has come from several places – Government in its positioning of Gibraltar within the EU, the Regulator (the FSC) for an approachable style of regulation and the innovation of the private sector for looking for products that work for Gibraltar.

WHAT ARE YOUR PREDICTIONS FOR THE FUTURE OF GIBRALTAR AS A LEADING OFFSHORE DESTINATION? I think that the future is bright for Gibraltar. It has some great products and leading companies based here. We need to continue ensuring that the high standards of regulation are maintained and that people and companies are aware of what Gibraltar has to offer.

ON A LIGHTER NOTE, IF YOU HAD TO WORK OUT OF A DIFFERENT OFFSHORE LOCATION WHERE WOULD YOU CHOOSE AND WHY? The honest answer is, I wouldn’t want to work in a different location. Having lived in Gibraltar for the last 10 years I am really settled here – I love the weather, the lifestyle and the way that the Gibraltar finance centre has grown. Also, some of the best golf courses in the world are on my doorstep in Spain!

Company: KPMG Gibraltar Name: Michael Harvey Email: michaelharvey@kpmg.gi Web: www.kpmg.gi Address: Suite 3C, Eurolife Building, 1 Corral Road, Gibraltar Telephone: (00350) 20048600

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

When Litigation is the Only Option

WHEN LITIGATION — is the Only Option

In the beginning the financial crisis brought an influx of work to corporate litigators around the world but in these relentlessly challenging economies, despite the presence of further and greater financial upheaval, the demand has not been sustained.

Alternative methods of dispute resolution have clearly had an impact on demand, however not all disputes can be settled this way and sometimes litigation is the only option. Acquisition International speaks to the experts.

Robert Clark is a Partner at Deacons, Hong Kong, and specialises in Litigation and Dispute Resolution (Commercial).

“The 2008 Global Financial Crisis (GFC) surprised me. Initially the implications and impact of it were similar to the 97/98 Asian financial crisis. There was a significant upturn of basic debt recovery litigation, including, for example, recovery of possession of commercial property. However, the banks have been very reluctant to “pull the plug” and put companies into liquidation, preferring either to freeze debts or to restructure debts.

There have been no GFC generated significant domestic insolvencies, though of course the market has been affected by global insolvencies (Lehman being a prime example). Significantly, in my view, the fact that the crisis was global has also impacted the appetite of international businesses for dispute resolution in Asia. In 97/98 USA and Europe were both still financially stable and global business headquarters in those jurisdictions could still afford

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to litigate / arbitrate. This time round, the situation has been different.

constant, and I have seen an increase in workflows, both Hong Kong sourced and internationally sourced in the latter half of 2011, and running into 2012.

What I have seen is not an immediate upturn of fresh work as a consequence of the GFC, but rather companies determining to “freeze” their disputes pending an improvement in their financial situation, unless there is a compelling need (for example the expiry of a limitation period) to commence proceedings.

Our court rules were readjusted in 2009 in an attempt to improve efficiency and speed up the process. The introduction of the underlying objective and a more proactive court run system of case management was designed to improve efficiency, however, in my view whilst these objectives are laudable, they have to some extent been undermined by the introduction of a more complex process of directions (the case management process) which appears to me to be more time-consuming, cumbersome and inefficient than the previous system. So, I am not convinced that the reforms have been as productive as the judiciary had perhaps wished.

This having been said, 2008/2009 were busy because of the immediate debt recovery work, 2010 was

Financial Services regulation is constantly evolving and increasing. However, I think the most significant recent change is the introduction of the Bribery Act in the UK which has universal application and is causing companies in Hong Kong to look again at their systems and procedures.”

Dr. Georg Andreas Rauh is a Senior Associate in the patent litigation department of Vossius & Partner in Munich. Vossius & Partner was established in 1961 and today is one of Europe’s leading firms in the field

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

When Litigation is the Only Option

of intellectual property protection with clients from all over the world.

Notably, Vossius & Partner was one of the first law firms to combine both patent attorneys and attorneys at law in one firm, thus being able to provide clients with the full range of IP services, starting from the economic evaluation of the client’s IP portfolio, prosecuting IP-rights to protecting them in litigation.

“The IP sector has been relatively stable during the financial crises since a lot of companies enforce their IP rights in a global downturn to obtain return on their R&D investments.

The lull in IP applications immediately following the crisis seems to have been overcome. The German economy is strong which is also evident through an increasing number of IP-Right applications. On the litigation side, we see mostly infringement litigation, followed by IP ownership disputes, license disputes and employees’ invention litigation.

Therefore, in order to realize the benefits of the German system, it is important for attorneys to properly filter information and narrow down the court briefs to the relevant aspects in the specific jurisdiction.”

Constantine Hadjiyannakis is a lawyer, professor of law and managing director of NOMOS Law Firm, which was established in 1995 and is located in Thessaloniki, Greece.

“A broad range of clientele is interested in NOMOS’s renowned commercial law expertise, whilst other areas of its litigation spectrum embrace disputes of insolvency law, competition law, intellectual property law, contract law and public procurement law. Recently, we were involved in some major litigation cases concerning shareholders’ disputes.

In the recent years attempts are being made towards instigating legal proceedings by electronic means and the more efficient electronic organization of the courts’ administration.

Especially the Munich District Court changed their way of proceedings, now offering an early first hearing about 2-3 month after the service of the writ in which the subject matter is discussed substantively and narrowed down to the points which are decisive in the court’s view.

ACQUISITION INTERNATIONAL

The legislative regulations in Greece in connection with the out-of-court settlement of disputes, the most recent one being the introduction of the legislative framework for mediation, have not produced the desired results. Litigation remains by far the most popular method of dispute resolution despite the fact that all involved parties, as well as the judiciary, agree that it is rather time and cost consuming.

Our firm invests heavily in the continuous training and development of its associates by followingup systematically the legislative and technological developments, both nationally and internationally. In addition, NOMOS supports and actively participates in social and cultural initiatives regarding the environment and the information society.

Besides the strong economy, Germany also has the advantage of a sophisticated legal infrastructure.

German courts work very efficiently and are continuously speeding up their processes. In Germany, it is possible to obtain a court ruling in a proceeding in the merits in under a year.

Globalisation has introduced many legal and factual aspects into cases that arise from differences of multiple jurisdictions leading to rising complexity of court briefs, followed by massive work load for the judges sometimes resulting in a slowdown of proceedings.

The international recession, which has manifested itself in Greece in a rather harsh manner, has resulted to the substantial decrease of the lawyers’ appointments, with the exception of the insolvency law cases, the law of restructuring for (insolvent) companies and the filing of debt recovery claims deriving from bad cheques, all of which have presented a significant increase.

Especially in disputes between companies, our firm makes every attempt in order to achieve a compromise and a mutually acceptable solution, serving both parties’ best interests (win-win-solution).

Continuing a previous trend, the most active sectors are still telecommunication, consumer electronics, medical devices and pharmaceuticals, the latter including the biotechnology sector, in particular the growing sector of biosimilars.

In order to make these benefits available to our clients, we work closely together with them to provide them - from the very start - with the best strategy for each individual case. This process begins with an evaluation of the client’s own IP portfolio. Only if the client is able to realize the value of its IP, we are in a position to decide whether an IP right can be used as an appropriate offensive or defensive tool.

NOMOS has received and receives instructions from medium and large companies located in Greece and abroad and especially German companies that wish to be established in Greece.

In the light of the economic downturn and in order to face it effectively, regulation has increased in our jurisdiction on all areas of financial and tax law. The increase of disputes containing a crossborder element has resulted in the conclusion of international agreements in connection to the international jurisdiction, recognition and enforcement of international rulings.

Our services are regularly engaged by large legal entities of private and public law, both domestic and international.

Greece has harmonized its legislation with the relevant community regulations, whilst there is a substantial number of bilateral international agreements with non-EU countries.

Court litigation is a rather stimulating experience consisting of various stages. I particularly enjoy identifying the key issues, which are decisive for the outcome of the dispute, planning each case’s strategy, as well as drafting the legal documentation, where arguments should be structured solidly by applying the law. Continued on next page...

February 2012 /

29

SECTOR SPOTLIGHT:

When Litigation is the Only Option

However, the advocacy part being a live and interactive experience is always a thrill for every litigator.

Company: Deacons Name: Robert Clark Email: robert.clark@deacons.com.hk Web: www.deacons.com.hk Address: Level 5, Alexandra House, 18 Chater Road, Central Hong Kong Telephone: +852 2825 9268

Company: Vossius & Partner Name: Dr. Georg Andreas Rauh Email: g.rauh@vossiusandpartner.com Web: www.vossiusandpartner.com Address: Siebertstr. 3, 81675 Munich Telephone: +49-89-41304-0

CASE STUDY: GEORG VAN DAAL / ARON DAS GUPTA Georg van Daal and Aron Das Gupta are both partner and litigators at VMW Taxand N.V. in Amsterdam, The Netherlands, a firm that caters to (multi) national companies and foreign (multi) national companies – ranging from midsize to large.

Georg van Daal specialises in litigation in the fields of financial law, liens and securities, corporate recovery, (corporate) liabilities and shareholders’ disputes.

Aron Das Gupta specialises in litigation in the fields of commercial law, intellectual property law, IT-law, trade disputes.

WHAT ARE THE MOST COMMON TYPES OF DISPUTE LEADING TO LITIGATION?

Legal events as well as industry events are frequently visited in The Netherlands and worldwide by every lawyer in the firm. We discuss trends and developments per industry or sector with our colleagues from other law firms in other jurisdictions on a regular basis.

Disputes concerning breach of contract, corporate liabilities, shareholder disputes, IP-infringements.

WHICH SECTORS ARE CURRENTLY ATTRACTING THE MOST CASES? “The financial services ,gaming and games sector.

The food, media, aviation sector have also shown growth.”

DO YOU WORK WITH BUSINESSES TO HELP THEM AVOID DISPUTES IN THE FIRST PLACE? IF SO, HOW?

Company: NOMOS Law Firm Name: Prof. Dr. Constantine G. Hadjiyannakis Email: cgh@nomos.gr Web: www.nomos.gr Address: 1 Valaoritou St., 546 26 Thessaloniki, Greece Telephone: +30 2310 239 104

“We regularly organize courses for (potential) clients on latest developments and send news letters and news alerts.

We regularly organize seminars for (potential) clients and publish in industry magazines and on industry websites.

HOW DO YOU ENSURE THAT YOU ARE UP TO DATE WITH REGIONAL, TECHNOLOGICAL AND CULTURAL DEVELOPMENTS?

Company: ORJ Solicitors LLP Name: Patrick Tedstone Email: patrick.tedstone@orj.co.uk Web: www.orj.co.uk Address: Queensville House, Queensville, Stafford ST17 4NL Telephone: +44 (0) 1785 275353

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“Every week the latest jurisprudence is discussed, also three times a year we organize an in-house Academy with partly foreign speakers.

Name: Georg van Daal Email: georg.vandaal@ vmwtaxand.nl Telephone: ++ 31 20 301 66 33 Name: Aron Das Gupta Email: aron.dasgupta@ vmwtaxand.nl Telephone: ++ 31 20 301 66 33 Company: VMW Taxand N.V. Web: www.vmwtaxand.nl Address: Piet Heinkade 55, 1019 GM Amsterdam P.O Box 2911, 1000 CX Amsterdam

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

When Litigation is the Only Option

WHEN LITIGATION

— is the Only Option: Thomas Lowe

Thomas Lowe QC is a practicing barrister and was appointed Queens Counsel in 2008. Not only does Mr Lowe operate from a well-known set of barristers chambers in London, Wilberforce Chambers, he also operates from his own chambers in the Cayman Islands.

Mr Lowe explains a little more about his role and experience. “As a barrister I have appeared in numerous reported and high profile cases in a wide range of commercial disputes and before a large variety of tribunals.

A large proportion of my work is offshore and my main areas of expertise include commercial fraud, insolvency, trust litigation, professional negligence, financial services and banking, as well as probate disputes.

“Much of my offshore work relates to the multijurisdictional disputes arising from the collapses of investments funds and from high value private client work. Many of these cases by their nature have involved asset tracing in the context of commercial or financial fraud.

I am currently working on the collapsed Bear Stearns High Grade funds, disputes arising in the liquidation of Kaupthing Bank as well as the US$9 billion claim in the SAAD litigation. I acted for five years for the late Nina Wang in her US$6bn probate dispute in Hong Kong. I have appeared overseas in courts in the Bahamas, Bermuda, the Cayman Islands and Jersey and have a number of overseas clients.”

Mr Lowe continues to describe a typical client who may engage his services.

“Barristers are primarily engaged as subcontractors by law firms because they are specialist advocates and have concentrated expertise in particular fields of litigation,” he enthuses.

“I am always formally engaged by law firms from Europe, the US or Asia on behalf of have a very broad client base including banks, similar financial institutions, investment fund managers, administrators, directors, liquidators, trust companies, investors.”

The recent global downturn has impacted both the type and the volume of work in Mr Lowe’s jurisdiction. Mr Lowe elaborates: “The Cayman Islands was the place of incorporation of 70% of all structured investment vehicles in the world. The global downturn transformed the jurisdiction from one which was at the centre of all structuring into one which was at the centre of all liquidations of such vehicles.

ACQUISITION INTERNATIONAL

From mid 2007 there has been a substantial increase in insolvencies and restructuring of investment vehicles. There was also a flurry of claims resulting from the Madoff and Peters frauds which were exposed by the global downturn.

Many investment vehicles which persuaded their investors to agree to suspend operations are now finding that investors have run out of patience. In 2011 there was an increase in disputes involving redemptions.”

The Cayman Islands is one of the largest financial centres in the world measured by the total value of assets managed and home to nearly 9000 hedge funds, accounting for circa 70% of funds registered globally. This sector also accounts for most of the disputes and litigation in the Cayman Islands, as Mr Lowe explains: “The Cayman Islands is the domicile of a very large number of trusts established for tax-planning purposes with beneficiaries all over the world. This also gives rise to a substantial amount of litigation.

as well as for bankruptcy trustees overseas seeking enforcement action in the Cayman Islands.

“For example, developments in the interpretation of Chapter 15 of the US Bankruptcy Code means that it is easier for liquidators from the Cayman Islands to obtain the benefit of US bankruptcy laws such as the automatic stay of execution against assets in the US. Investors from other jurisdictions have the benefit of knowing that the liquidators or bankruptcy trustees appointed over their funds are able to obtain recognition in the Cayman Islands. There are statutory procedures under the Companies Law for providing assistance in foreign liquidations as supplemented by common law rules.”

On a lighter note, Mr Lowe explains his favourite part of the litigation process. “I am by profession an advocate,” he laughs.

My favourite point in the process is, after having assembled a strategy for a case, appearing at the trial to see the fruits of that strategy played out in presentation of the evidence and the arguments to the Court.

To ensure that he stays up to date with regional, technological and cultural developments, Lowe uses the Bar of England and Wales, which operates a further education programme. He also consults the Cayman Island Law Society regularly which updates its members with matters affecting the jurisdiction.

Lowe explains how continuing globalization of litigation has altered the procedure and its enforcement.

“The most significant development is cross-border recognition of insolvencies. This is partly the result of the UNCITRAL regime, which has slightly different manifestations in Europe and the US. This is significant both for liquidators from the Cayman Islands who need to protect assets overseas

Company: Wilberforce Chambers Name: Thomas Lowe Email: tlowe@wilberforce.co.uk Web: www.wilberforce.co.uk Address: 8 New SquareLincoln’s Inn London WC2A 3QP Telephone: +44 (0)20 7306 0102

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SECTOR SPOTLIGHT: Eastern Eurpoean Series

DOING BUSINESS — In Ukraine Roman Bilyk is one of the founding members of Nexia DK Auditors and Consultants, companies established in 2001 in Lviv, Ukraine. Roman speaks to Acquisition International about.

TELL US MORE ABOUT NEXIA DK AUDITORS AND CONSULTANTS. “Today it keeps a leading position among groups and companies at the Ukrainian market of audit and consulting. Being one of the founders of the company, and having more than 14 years of professional experience in audit and corporate taxation, I manage about 100 professionals providing consultancy, IT and valuation solutions.”

WHAT GIVES YOU AN ADVANTAGE OVER LOCAL AND GLOBAL COMPETITORS IN YOUR AREAS OF EXPERTISE? “Our company can be proud of having employees, who are nationally known to be top experts in specific areas of specialization. Considerable nationwide reputation and outstanding experience on specific features of doing business in Ukraine is what makes Nexia DK a local expert.

“On the other hand, most of our auditors are certified on international standards of audit and have considerable experience in supporting foreign investors in doing business in Ukraine.

Being a member of a top ten international group of companies our firm provides the highest level of services in shortest terms, this gives our company a global reach.”

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO DO BUSINESS IN UKRAINE AND WHAT ARE THE KEY BENEFITS OF THIS? “First of all Ukraine is a rapidly developing country with a growing market economy, but the key benefit here is that Ukrainian market is open and level of competition is lower than on other European markets which allows to seize strong position on the market in short time with proper amount of investments.

“Secondly, Ukraine has rich resource basis, and by resource I mean not only lands, metal, coal and other, but also high intellectual and cultural potential of the society. For this reason Ukraine is the most suitable to start – up business in the sphere of IT, agriculture, food industry, chemical production, metal industry, etc Latest investment trends prove my position.

“Thirdly, Ukraine has comfortable trade geography, as it is situated in the center of the Europe, for this reason, having a production factory or a logistics center in Ukraine allows minimizing expenses on transportation among Europe and optimizing the workflow of your corporation.”

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/ February 2012

WHAT ARE THE PRIMARY CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY AND HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS? “Most of the challenges that our clients face, during conducting business in Ukraine arise from problems with cooperation with state bodies and loopholes of legislation, and result in unreasonable state bodies inspections of the company, problems with obtaining permits, registering investments in form of property, tax litigations, problems with contractual support of business activity, etc. All of these problems we solve successfully and in shortest terms, leaving the client highly satisfied with provided services.”

WHAT STEPS OVER RECENT YEARS HAS UKRAINE TAKEN TO ACTIVELY DIVERSIFY ITS ECONOMY TO ENSURE CONTINUING PROSPERITY AND GROWTH? “The course for political association and economic integration of Ukraine with the European Union is one of the main orientations of the Ukraine’s foreign policy. The Government of Ukraine is putting forth its best efforts for internal restructuring of the country necessary for further Ukraine’s integration into the European space to take place as quickly as possible.

In particular, the “Government of Ukraine is taking large-scale measures aimed at preparing the domestic market for working in conditions of a free trade area between Ukraine and the EU. Ukraine is a priority partner country within the European Neighborhood Policy (ENP) and the Eastern Partnership.”

WHICH SECTORS ARE CURRENTLY ATTRACTING THE MOST ATTENTION FROM FOREIGN INVESTORS? “Firstly, IT is the most developing sector, in the Western region, some people call Lviv a silicon valley of Ukraine, the reason of this is mainly intellectual resources, comparatively low amount of investments, low salary expenses and effective legislative methods of taxation optimization, all this factors make IT a perfect sphere to invest in. Second attractive sector is agriculture, which is rather obvious, as Ukraine is known for its rich soil, and large land resources, productivity of such lands is much higher, which brings great profit.

Cons of investing in agriculture are high amount of investments; land can be only leased and difficult procedure of investing property (agricultural machinery).

On the other hand, despite negative aspects mentioned above most of the M&A deals are concluded in the agricultural sector.Third sector that

a

group

of

I would like to outline is capital development. After the economic crisis has passed the part of capital development in common amount of investments of Ukraine is beginning to grow, of course it has not reached its pre – crisis indicators, but definitely shows great potential. There are several reasons for this, first of all in case of stable economic situation financial risks of building are quite reasonable, secondly, there is always demand and thirdly investing in capital development is very profitable.”

WHAT ARE YOUR PREDICTIONS REGARDING FOREIGN INVESTMENT IN UKRAINE OVER THE NEXT 12 MONTHS?

A number of regulatory acts have been developed aimed to facilitate running business in Ukraine, most of them taking effect from the beginning of 2012.

“There are many opportunities for investment and growth regarding Euro 2012 in Poland and Ukraine.

Construction investments are focused on the infrastructure necessary to accommodate the event most effectively.

It is forecasted that the Ukrainian economy is on course to increase by up to 5% in 2012, remaining a growth leader in the CEE region. For the first time in many years, economic expansion is being aided and finally seem genuinely develop in repairing Ukraine’s investment image.”

Company: Nexia DK Auditors and Consultant Name: Roman Bilyk Email: RomanBilyk@dk.ua Web: www.dk.ua Address: LVIV - 3rd floor, 32a Yefremova street, Lviv 79013, Ukraine / KYIV - off.701703, 7th floor, 5a, Peremohy Ave., Kyiv, 01135, Ukraine Telephone: 044 233-64-64

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Corporate Immigration Review

CORPORATE IMMIGRATION — in the US

Immigration remains at the forefront of political debate across the globe. For multinational companies seeking to enter or expand operations in the U.S., working with knowledgeable immigration counsel is critical to the transfer of key personnel to support and grow the U.S. enterprise.

Andrew Lerner / Immigration Counsel

The placement of key executives and managers in U.S. positions can be critically important to business success across international boundaries. It is therefore imperative that business professionals seek the right advice from the right people in order to remain informed and updated with respect to U.S. immigration laws, practices, and procedures.

Andrew Lerner works as Immigration Counsel to Wormser, Kiely, Galef & Jacobs LLP, a wellestablished New York City general practice law firm, with a highly regarded immigration practice group. The majority of his time is devoted to the development of immigration-oriented solutions for the firm’s corporate, entrepreneurial and investor clients.

WHAT AREAS OF IMMIGRATION LAW DO YOU SPECIALISE IN? AND HOW ARE YOUR SERVICES SUPERIOR TO THOSE OF YOUR COMPETITORS? “Our practice is almost exclusively focused on Corporate/Business Immigration. We support our clients, both corporations and individuals, in meeting their immigration-related objectives. This entails the preparation of immigrant and non-immigrant petitions, and may also include short-term and longterm strategic planning, immigration counselling, and advising HR personnel on employer compliance issues.

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“With a distinguished team of 14 full-time immigration attorneys, we are one of the largest immigration practice groups within a general practice law firm in New York City, and possess a formidable range and depth of experience.”

WHICH SECTORS OF YOUR JURISDICTION HAVE EXPERIENCED THE LARGEST INFLUX OF IMMIGRANTS OVER THE LAST 12 MONTHS? AND WHAT ATTENTION HAVE THEY RECEIVED POLITICALLY?

CAN YOU PLEASE HIGHLIGHT AND EXPLAIN ANY RECENT CHANGES IN IMMIGRATION LAW POLICIES AND PROCESSES?

“The increase in the number of individuals seeking to obtain green cards through participation in the EB-5 Immigrant Investor Program is significant.

Politically, the program has attracted much media attention recently, due to the dramatic increase in number of applications the government is receiving and the program’s potential for creating jobs and stimulating the U.S. economy.

One of the most significant recent changes in immigration law and policy is the increased focus on employer compliance in the workplace, and the ever increasing number of worksite audits being conducted by the government.

HOW DOES YOUR FIRM ASSIST PROSPECTIVE CLIENTS IN ASSESSING THE IMMIGRATION IMPACT ON A CORPORATE REORGANIZATION? “We review the relevant corporate transactions in detail (ideally PRIOR to execution) and inform the prospective client as to 1) its exposure to liability, and 2) the degree to which certain employees’ immigration status may be affected by the reorganization.”

WHAT ARE YOUR THOUGHTS REGARDING THE GLOBAL POLITICAL DEBATE OVER THE DESIRABILITY OF BRINGING FOREIGN NATIONALS INTO LOCAL JURISDICTIONS TO PARTICIPATE IN LOCAL LABOUR MARKETS? “I am squarely in the pro-immigration camp.

Now, more than ever, the government should be encouraging investment in the U.S. through jobcreation programs.

We should also be encouraging foreign students educated in the U.S. to remain in the U.S. to support the growth and development of new industries and new businesses. This, in turn, will support the longterm revitalization of the U.S. economy, the creation of new jobs, and strengthen the perception of the U.S. as a world leader in business.”

WHAT IMPACT HAS THE CURRENT ECONOMIC CLIMATE HAD ON BUSINESS IMMIGRATION PROCEDURE WITHIN YOUR JURISDICTION? AND HOW HAS IT AFFECTED THE NUMBER OF APPLICANTS AND THOSE WHO WERE ALREADY IN POSSESSION OF A VALID VISA? “The current economic outlook in the U.S. has led to increased scrutiny of all types of employment-related petitions and visa applications. This has resulted in immigration attorneys having to expend additional efforts to obtain petition approvals and assist visa applicants with consular processing abroad.”

Company: Wormser, Kiely, Galef & Jacobs LLP Name: Andrew Lerner Email: alerner@wkgj.com Web: www.wkgj.com Address: 825 Third Avenue, 25thFloor, New York, NY 10022 Telephone: (212) 573-0652

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SECTOR SPOTLIGHT:

A Location for International Arbitration

A LOCATION

— For International Arbitration

As our global economies have become increasingly intertwined the number of international commercial disputes has mushroomed and in the wake of the global economic crisis these disputes are more complex than ever.

We’re all by now aware of the effectiveness of arbitration to resolve international conflicts and why it is favoured over alternative methods of dispute resolution; but what is becoming increasingly important, particularly for multi-national companies is the effect of a particular location and how its arbitration framework can impact upon the ability to reach a resolution. Acquisition International speaks to the experts...

Prof. Marco Prosperetti is Managing Partner of the law firm Studio Legale Prosperetti, a professional partnership based in Rome.

“I gained my professional dispute resolution experience mainly in the areas of contracts, banking and financial services, insurance and re-insurance, acting as a member of the arbitration body or representing companies and public administrations and bodies, in both domestic and international arbitration proceedings and particularly in international arbitration under the International Chamber of Commerce of Paris. In arbitration proceedings, I have mainly served as Chairman of the arbitration panel. I have also represented large corporations, both domestic and international, before arbitration, I am currently a member of the International Arbitration Institute of Paris.

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In this historical moment, what makes Italy an interesting venue for arbitration is more its geographical location and its geo-political history than the regulatory jurisdictional framework.

Historically, Italy has always maintained very good relationships with the other Mediterranean countries.

We certainly are Europeans, but we are not perceived very distant, culturally, from our Islamic or Balcanic colleagues, as we use the same legal categories.

We are very much appreciated by our colleagues in Tunisia, Egypt, Turkey, Hungary, and Romania, and we are proud of it.

The global economic crisis has affected the volume of arbitrations that has been impacted by the crisis like any other sector. This is normal if we think that

this type of proceedings is the preferred means of dispute resolution chosen by the companies. It is quite reasonable, therefore, that with less economic exchanges, less contracts, and ultimately less disputes.

Mine is a boutique law firm. This has played in my favour in a crisis context as I did not have to face the problem of reducing large overhead costs. We keep on working with the utmost commitment, we regularly write scientific articles and give interviews and we are always there for our clients. This, I believe, is the best advertising.

On the 24th of January 2012, the Government has issued a new “liberalization decree” which abolishes the current minimum and maximum fees of the Italian attorneys (and arbiters) setting up an absolute freedom that, in my view, will not certainly drive the market towards an increase in the legal fees. However, the decree has not impacted administered arbitration.

Ewald Lichtenberger is partner and attorney at law at JUCONOMY Rechtsanwälte, based in Austria. Mr Lichtenberger has provided counsel in arbitration cases since 1994, mostly in cases involving difficult technical and economic questions in relation to telecommunication industry and overall network industry questions.

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

A Location for International Arbitration

Historically Austria served as a prominent location for arbitration in Central and Eastern Europe and now attracts users from across the world.

Its increasing popularity is, in part, due to its neutrality which, until the nineties, saw it as two countries, eastern and western. Now the increasing experience of Austrian counsels and the convenient location make it ideal, and neutrality still plays a part to support it as a location.

“Cross-border M&A activity has increased significantly since the nineties in Austria and in parallel arbitration as parties are agreeing more and more on arbitration than on state court proceedings given the complexity of the transaction, the amount of documents involved, the language used (English) and the experience required (which is more with attorneys at law than with judges). In particular this is the case in the IT industry as most of the contracts are in English and of a high technical complexity.

“Advances in technology have definitely increased the pace of work significantly and have changed the way of communication. Today, practically all communication is via email, between counsels and the arbitral tribunal. In my view, it has also increased the size and number of exhibits, in particular in cases with technical backgrounds that require the involvement of experts.

“I keep up-to-date with it all by reading articles, communications and newsletters issued by various national and international institutions. I also attend conferences such as the Vienna Arbitration days.

“Although still considered a less expensive means of dispute resolution, there is growing concern that arbitration proceedings are becoming more costly both in time and money. However, it depends on the specific case at hand. I am aware of cases where duration of the proceeding and cost exceed those usually expected in state court proceedings. But these are rare cases with very specific circumstances.”

Rachid Pierre SAFA is a sole practitioner in Paris and has been for the last six years, after having worked for eight years as in-house counsel of various multinationals around the globe (Beirut, Paris, New York, Dubai). Prior to this, for an additional fifteen years as senior associate and then partner in various international law firms in Paris (Simmons & Simmons, Gide Loyrette Nouël, etc).

“My interest in dispute resolution arose very early on, even before I graduated from law school when

ACQUISITION INTERNATIONAL

I used to intern in my father’s law firm in Beirut where I prepared draft arbitration awards for my father who was often appointed as sole arbitrator in commercial disputes. Later on, I worked extensively on both private and institutional arbitration (AAA, ICC, NASD arbitration in NY) preparing briefs and arguing cases before arbitration panels.

“France may have been lagging in a lot of areas of the law but, interestingly, it has shown a lot of dynamism and tried to instil a clear modernism in the procedural field including arbitration. This dates back to the law of 1990 which removed the citizenship requirement to practice law, thereby opening the French legal market to Anglo-Saxon firms which have probably contributed to this modern trend.

The recent shift to electronic litigation is a reflection of this modern image projected today by the legal profession in France. In the field of arbitration, a new reform was recently implemented and became effective as of May 1st, 2011 with a view to speeding up arbitration proceedings and using the judiciary system as a transmission belt for a better implementation and enforcement of the entire arbitration process.

M&A activity generates a non-negligible portion of arbitration cases in France.

Hence, any reduction in M&A activity would inevitably lead to a reduction of arbitration proceedings relating to this field in France.

The global economic downturn that has recently affected France in a very substantial manner will undoubtedly reduce the arbitration processes that are typically seen in the upstream M&A activity, such as purchase and shareholder agreements.

Downstream M&A activity may actually witness a certain stabilization or even an increase in the arbitration proceedings, since economic downturns often create economic imbalances and legal tensions that will inescapably have to be resolved through available ADR mechanisms including arbitration. I am currently handling an arbitration case relating to the interpretation and the extent of a non-compete clause negotiated in the context of a cross-border M&A operation in France.

“As far as my practice is concerned, I have witnessed in the past 3-4 years a dual evolution as a result of the downturn. Firstly, my practice is handling a number

of insolvency cases which I had not seen in fifteen years. There is an intensification of the legal work relating to unwinding partnerships, joint ventures, employment contracts and corporations and more work relating to corporate liquidations and transfers to overseas or cross-border locations.

Secondly, clients are more and more concerned about cost reduction to the extent that I have seen ongoing litigation abruptly interrupted by clients eager to settle the case once and for all, almost at any price. This wariness of legal cost swelling can also be noticed in the renewed interest shown by clients in original forms of a speedy private arbitration.”

STUDIO LEGALE PROSPERETTI

Company: Studio Legale Prosperetti Name: Prof. Marco Prosperetti Email: slp@proslaw.it Web: www.proslaw.it Address: Via G. Pierluigi da Palestrina 19 Rome, Italy, 00193 Telephone: +39.06.3225650-51

Company: JUCONOMY Rechtsanwälte Name: Ewald Lichtenberger Email: lichtenberger@juconomy.at Web: www.juconomy.at Address: Wollzeile 17, A-1010 Vienna, Austria Telephone: +43 (0)1 512 5010

Company: SAFA-Law avocats Name: Rachid Pierre SAFA Email: rachid.safa@free.fr Web: www.safa-avocats.com Address: 28 avenue Hoche, 75008 Paris, France Telephone: +331.56.88.31.31

February 2012 /

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SECTOR SPOTLIGHT:

Switzerland — A Location for International Arbitration

SWITZERLAND

— A Location for International Arbitration

Manuel Arroyo is an attorney-at-law and partner with meyerlustenberger in Zurich, as well as an established author on the subject of arbitration. Here, Dr. Arroyo shares his thoughts with us on business in Switzerland. meyerlustenberger has offices in Zurich, Zug and Geneva, the most important Swiss business centres.

The law firm was established in 1975 and, today, with about 50 attorneys-at-law, tax experts and notaries public, meyerlustenberger is one of the leading international law firms in Switzerland.

Dr. Arroyo’s practice focuses on international commercial arbitration and litigation, in which areas he publishes extensively. He is the co-author of “Arbitration in Switzerland – The Practitioner’s Guide”, the most comprehensive treatise on international arbitration in Switzerland (published

by Wolters Kluwer in 2012).

WHERE DO MOST INTERNATIONAL CASES IN SWITZERLAND COME FROM AND WHY? The vast majority of cases concern disputes on international commercial contracts between two (or more) non-Swiss companies. For the reasons set forth below, Switzerland is (and always has been) one of the most often chosen arbitration venues.

Moreover, Swiss substantive law is (along with English law) the most often chosen law in international commercial contracts. As a result, it makes sense to choose Switzerland as seat of the arbitration since the arbitrators deciding the dispute and the parties’ counsel will necessarily have to be familiar with Swiss law. In other words, Swiss practitioners will have to be retained – both as arbitrators and as counsel to the parties.

WHY HAS THE SWISS BUSINESS COMMUNITY ALWAYS BEEN AND REMAINS AMONG THE PRIMARY USERS OF ARBITRATION? Arbitration has a long-standing tradition in Switzerland. A reason for this tradition is that arbitration is generally faster than state court litigation. In other words, a final and binding decision (the final award) will be issued quicker, while in state court proceedings the possibility to challenge the decision of any (cantonal) civil court before two instances (first, before the high court of the canton at issue, and second, before the Swiss Federal Supreme Court) will render the dispute resolution process longer.

This is also due to the fact that the merits of the case can be reopened in appellate proceedings following state court litigation, while this is virtually impossible in arbitrations since the Supreme Court may only set aside an award if the award is incompatible with public policy (ordre public), which will hardly ever be the case. Importantly, an arbitral award rendered in Switzerland can only be challenged on very limited grounds before the Supreme Court. Furthermore, the Court adopts a very restrictive approach, and in

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practice only serious procedural irregularities may lead to the setting aside of the award, with solely 6,5 % of all challenges being successful. Besides, the challenge proceedings, on average, do not last longer than four months, which is unparalleled internationally. In addition, the parties may appoint arbitrators with expertise in the given field (e.g., construction, corporate, IP or insurance law), whereas the state court judge dealing with the case might not have any expertise at all. Arbitration proceedings are private, i.e. they are – as opposed to state court proceedings – not public.

The parties may also ensure an absolute confidentiality of the arbitration, including the final award, by means of an express agreement. In addition, any award issued in an international arbitration having its seat in Switzerland is enforceable as good as worldwide based on the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958, which today counts 146 signatory states.

All this makes arbitration be much more attractive than state court litigation.

Unsurprisingly, statistics reveal that the higher the amount at stake, the more likely it is that potential disputes will be referred to arbitration.

SWITZERLAND IS AN IDEAL LOCATION FOR SETTLING INTERNATIONAL BUSINESS DISPUTES; CAN YOU PLEASE EXPLAIN WHAT FACTORS HAVE CONTRIBUTED TO THIS? To start with, there is a significant amount of arbitration practitioners in Switzerland who can act both as arbitrators and as counsel to parties. The statistically proven fact than in ICC arbitrations Switzerland is the most often chosen seat of arbitration and the country with the largest amount of both arbitrators and counsel speaks for itself. Consequently, parties do have an intrinsic self-interest in coming to Switzerland, particularly given that Swiss substantive law, as mentioned, is one of the two most often chosen laws to govern international commercial contracts. The statutory framework on international arbitration (i.e., Chapter 12 of the Swiss Private International Law Statute) is arbitration-friendly in many ways. In particular,

state court interference is reduced to a minimum and the setting aside of an award is limited to a handful of grounds.

Additionally, the Swiss Federal Supreme Court sets a very high threshold when deciding on setting aside applications. At the same time, state court intervention in support of arbitration is available (e.g., when constituting the arbitral tribunal, or when interim measures of protection are required).

Switzerland’s ideal location in the heart of Europe, with an excellent infrastructure and outstanding facilities to hold hearings, as well as the country’s political and economic stability are further reasons for the country’s role as a leading arbitration venue.

ALTHOUGH STILL CONSIDERED A LESS EXPENSIVE MEANS OF DISPUTE RESOLUTION, THERE IS GROWING CONCERN THAT ARBITRATION PROCEEDINGS ARE BECOMING MORE COSTLY BOTH IN TIME AND MONEY, WHAT ARE YOUR THOUGHTS? The concern is justified. However, there are a number of possibilities and techniques to save time and costs in arbitration. For example, if the amount in dispute is not higher than approximately 1 million US dollars, it seems advisable to only have a sole arbitrator (not three arbitrators) decide the dispute. It goes without saying that this will significantly reduce the overall costs. A further measure is to choose the Swiss Rules of International Arbitration to govern the arbitral proceedings, which provide for a quicker and less costly procedure than other institutional rules of arbitration.

In closing, it is worth noting that the abovementioned treatise (Arbitration in Switzerland – The Practitioner’s Guide), to be published in the second half of 2012, will include an entire chapter on how to save time and costs in arbitration, with multiple practical tips and techniques for parties to consider and adopt.

Company: meyerlustenberger Name: Dr. Manuel Arroyo, LL.M. Email: m.arroyo@meyerlustenberger.ch Web: www.meyerlustenberger.ch Address: Forchstrasse 452, Postfach 1432, CH-8032, Zürich Telephone: +41 44 396 91 91

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing Business in Uruguay

DOING BUSINESS — in Uruguay

Uruguay, unlike most countries has managed to avoid recession for the most part and keep a positive growth rate during the global financial crisis.

The World Bank’s Global Economic Prospects for 2012 predicts Uruguay’s growth rate will be the 2nd highest in Latin America for the year.

With a positive investment climate, strong legal system and open financial markets Uruguay is now attracting significantly more foreign investment than in previous years.

political and juridical stability, democracy, corruption, living standards and environmental ratios place Uruguay is the lead among developing countries. The recession has not caused an interruption or has been an obstacle for the arrival of productive investment into the country. We estimate that during 2012 inflation will remain under control and GDP will grow at a 4% basis.”

Diego Galante is the Managing Partner at Galante & Martins since 1995. Galante & Martins is a professional services firm with special focus on global business structuring in Uruguay and abroad.

IT HAS BEEN PREDICTED THAT URUGUAY’S GROWTH RATE WILL BE THE 2ND HIGHEST IN LATIN AMERICA FOR 2012, WHAT FACTORS HAVE DRIVEN THIS?

WHAT GIVES YOU AN ADVANTAGE OVER LOCAL AND GLOBAL COMPETITORS IN YOUR AREAS OF EXPERTISE?

“Foreign Investments seek for countries that offer strong benefits to the investor. Uruguay has a strategic value in defined areas that makes him different from the rest of the competitors: strong logistics, solid financial system, good opportunities in the real estate market, technology business and holding companies from Uruguay to the region.

“Galante & Martins concentrates its activity on “adding value” to our clients and we firmly believe we are a benchmark for other firms in Uruguay. That gives us a very good position in the market because we lead many projects and businesses for clients.

About this leadership we are now in full development of the company’s international expansion, driven by clients who develop businesses units abroad, and new foreign investment in our country. We recently opened up our new office for international and foreign affairs (March 2011) and have been named by the prestigious Euromoney as one of the leading local firms in our activity.”

WHAT DO YOU BRING TO THE TABLE DURING A TRANSACTION, AND HOW DOES THIS ASSIST IN GETTING DEALS THROUGH TO COMPLETION? “Clients do not need lawyers, accountants, notaries and tax specialists. Clients just need professionals to help them make good agreements, conducting negotiations, or simply help them make better decisions.

The title or profession is only a tool. We approach the solution of every problem or new venture as a work of intelligence, challenging, requiring us to go in depth with the team we have: create more value or improve benefits for our clients, respecting all parties. We design, negotiate and close business with and for our clients under that philosophy. We have had excellent results.”

HOW HAS URUGUAY MANAGED TO AVOID RECESSION AND KEEP A POSITIVE GROWTH RATE DURING THE GLOBAL FINANCIAL CRISIS? “Over the last five years, Uruguay has grown above the average growth of Latin America and is located as one of the most serious and solid economies in Latin American markets. The investment, unemployment,

ACQUISITION INTERNATIONAL

All investors emphasize the predictability of its regulatory system, stable economic policy, facilities for doing business, high quality of life, good infrastructure, etc..”

CAN YOU PLEASE HIGHLIGHT ANY RECENT CHANGES IN REGULATION WITHIN YOUR JURISDICTION OVER THE LAST 12 MONTHS AND HOW THIS HAS AFFECTED HOW YOUR FIRM OPERATES?

The global regulations apply in Uruguay quickly.

In 2011 the legislative changes were focused at two levels: the first one was the deepening of a model for efficient tax information exchange and double taxation agreements.

The second change was to channel the new regulation for public private participation (PPA)

WHAT MAKES URUGUAY STAND APART FROM ITS NEIGHBOURING COUNTRIES? WHAT, IF ANYTHING IS URUGUAY DOING DIFFERENTLY TO OTHER LATIN AMERICAN LOCATIONS?

The principal Uruguay’s trading partners are Brazil, United States, the European Community and Argentina, with a variety of other small markets. Uruguay is the most important location for regional hub operations, establish regional centers for offshore business activities, planning and establishing holding companies outsourcing services.

WHAT ARE YOUR PREDICTIONS FOR M&A WITHIN URUGUAY OVER THE COURSE OF 2012?

“We believe that M & A in Uruguay will continue and may even continue growing. The business areas in Uruguay for M&A are diverse: the agribusiness related industries, investments in real estate, tourism and recreation, state contracts under PPA format, energy, mining, tech companies”

Company: Galante & Martins Name: Diego Galante Email: dga@galantemartins.com Web: www.galantemartins.com Address: Bulevar Artigas 1100, CP 11300, Montevideo, Uruguay Telephone: 00598 27087172

February 2012 /

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SECTOR SPOTLIGHT: The Irish Tax System

THE IRISH TAX SYSTEM

— Encouraging Economic Progress

It may have come as a surprise to some that the Irish Government succeeded in hitting its budgetary targets for 2011, especially when so many other Eurozone countries failed to do so. In a major positive step for the country, this news underlines Ireland’s commitment and capability to meet its EU/IMF Programme targets.

Ireland has long been heralded as a world-class location for international business and one of the key pull factors has been its attractive tax regime.

Not only are the rates business friendly but in terms of compliance, the World Bank ranked the country number 5 in the world for ease of paying taxes.

Unfortunately though, in 2011 there was a huge shortfall in corporate tax revenues, as such attracting investment is high on the agenda for the Irish Government. Acquisition International speaks to the experts.

Andrew Quinn is Head of Tax and Partner at Maples and Calder and specialises in Investment Funds, Banking and Finance, Corporate Tax and Aviation.

Maples and Calder is the leading international law firm in Dublin and so has a different offering to the large domestic Dublin law firms. Our Tax Group works with lawyers across our global firm giving us a unique capability and perspective in the Dublin market.

Our affiliate business, MaplesFS, provides fiduciary and fund administration services to companies.

MaplesFS work with us at a practical level to help establish and service structures established in Ireland.

TAX PITFALLS: Ireland has an open economy and a key policy driver at Governmental level is ensuring that Ireland remains attractive to international inward investment.

This means that overall the tax system is attractive and sensible. However, taxpayers must of course be careful to ensure that their obligations are carefully complied with.

TAX REFORMS The Irish authorities make continuing efforts to monitor and enhance the Irish tax system.

For example, a range of initiatives have been introduced recently to enhance Ireland’s offering as an international centre for holding and managing intellectual property, with improvements to the research and development tax credit regime and the introduction of tax based depreciation allowances for

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/ February 2012

acquisitions of intellectual property. Also, Ireland has introduced extensive tax legislation to help promote Ireland as a European centre for Islamic compliant finance transactions.

On the technological front, the Irish Revenue online tax filing system is recognised internationally as one of the leading examples of its kind in the world in terms of making it easy for taxpayers to pay their taxes.

The continual changes to the Irish tax system, and the willingness of the Irish tax authorities to liaise with industry and tax advisors across a range of areas, helps promote Ireland as a domicile for foreign direct investment, investment funds and finance activities.

For example, the Irish 12.5% corporation tax rate for trading income has been a critical factor in terms of attracting foreign direct investment to Ireland. Also, the Irish tax regime for investment funds has made Ireland a leading domicile for investment funds – the value of assets under management in Irish domiciled funds has just passed the €1 trillion figure.

At policy level, there is a recognition that Ireland must remain competitive internationally and continue to be regarded as an attractive jurisdiction for international investment in order to help it deal with the challenges of the global fiscal crisis. While tax rates domestically have increased (e.g. certain sales taxes and local income taxes), the clear policy has been to maintain the attractive features of the Irish tax regime as regards foreign investment.

FOREIGN INVESTMENT Ireland had a fairly straightforward tax system, with corporate income tax for companies and income tax for individuals and non-corporate bodies such as trusts.

Ireland also operates value added tax which is governed by EU Directives, capital gains tax and inheritance and gift taxes for individuals. Stamp duty applies to transfers of Irish shares and Irish land.

Ireland consistently ranks among surveys as one of the leading jurisdictions for foreign direct investment. It compares very favourably with its neighbouring EU countries.

In practice, we see Ireland being considered along with Luxembourg and the Netherlands in terms of a location for financing and fund activities and holding companies, and with countries such as Switzerland, Israel and Singapore in terms of the location for international foreign direct investment. Tax is clearly not the only deciding factor, but the Irish tax system does compare very favourably to those countries.”

FUTURE PREDICTIONS We expect that the Irish Government will continue to be progressive and encourage the positive development of the Irish tax system, as they have done in recent years in terms of the aviation sector, investment funds, Islamic finance, and financial services generally.

Kevin Shiels is principal of KSA Shiels & Co, a firm of Chartered Accountants, Registered Auditors, Registered Tax Consultants and Insolvency Practitioners.

As a firm of Registered Tax Consultants we specialise in all tax heads. A typical client for us would be a small to medium size company in a variety of industries. We offer a range of services tailored to suit the client’s needs.

We are tax specialists and often get tax referrals from other local accountancy practices. Our professional and in depth approach to any tax query is appreciated by our clients. There are many tax pitfalls clients must be aware of in Ireland. These range from simple compliance procedures to technical tax treatment of certain transactions.

Ireland, like the rest of the world has embraced the online filing systems. It is widely accepted that the Irish online tax system is up there with the best in the world.

FOREIGN INVESTMENT Ireland has a great reputation with foreign companies (if not foreign Governments) with regard to its Corporate Tax system. The tax rate is very attractive to multinationals and other UK companies wishing to locate in Ireland. Ireland has also made its R&D credit regime more attractive.

With its 12.5% rate of Corporation Tax, Ireland is an excellent location for investment; this is much lower than its neighbours. Its recent amendments to its R&D regime is also attractive. It also has other advantages such as the single currency and English speaking employees.

The different types of taxes a company would encounter in Ireland would be, Corporation Tax, Income Tax, Payroll taxes, VAT, Stamp Duty, Capital Acquisitions Tax and Capital Gains Tax. I do not feel that these hinder foreign investment as they would be present in most countries.

As like many other sectors, the tax profession has come under pressure in terms of administration required to be reported to the Revenue Commissioners. We set out clearly to clients what is required of us and

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: The Irish Tax System

them and make sure clients are aware of this and therefore are more tuned in to what information to furnish to us.

THE FUTURE Looking forward, I think Ireland is going to come under severe political pressure with regard to its 12.5% tax rate. Ireland needs to have some competitive advantage when it comes to attracting foreign investment so I think other areas of corporate tax may be amended to attract further investment.

Liam Kenny works for Grant Thornton in Galway Ireland as a Tax Director I advise both SME and multinational companies on tax efficient structures for investing in and operating businesses in Ireland. The specific areas of corporate tax can range from advising on acquisition and disposal structures to securing local tax incentives for Irish trading operations (e.g. the 12.5% tax rate on trading profits, research and development tax credits, and intellectual property write offs). On M&A transactions I am involved at most stages of the deal from determining the optimal purchasing route, the financing options, due diligence issues, to negotiation of the tax deed and warranties.

At Grant Thornton we recognise the importance of using both reason and instinct to help our clients make the right business decisions. We believe this has earned us a reputation as a leading business adviser to dynamic businesses by helping them to unlock their potential for growth. Our tax team has developed a reputation for offering innovative bespoke tax solutions.

There is a strong focus on specialist services to specific industry sectors such as life sciences, food and beverage, cloud computing to name but a few.

We believe that our understanding of a client’s market sector gives us an advantage in delivering a higher quality bespoke solution that is commercially practical as well as tax beneficial.

TECHNOLOGICAL IMPROVEMENTS The introduction of a transfer pricing code into Irish tax legislation in 2010 required companies with Irish operations to consider its impact on existing transaction structures. This legislation is still relatively new in Ireland and companies are trying to work their way through the implications for their Irish operations.

Whilst Ireland operates a very favorable 12.5% tax on trading profits, this might appear to discourage non arms length transactions between group companies.

However despite this low tax rate it is still possible for certain inter-group transactions to fall foul of our new transfer pricing code.

There has been continued reform of our R&D tax credit since its initial introduction in 2004. In recent years this has seen significant enhancements

ACQUISITION INTERNATIONAL

including provision for cash refunds in years where no taxable profits arise. In simple terms R&D costs get an effective 37.5% corporation tax deduction in Ireland, of which 25% can be refunded where no corporate tax liability arises.

Only two weeks ago the US healthcare giant Allergan announced its intention to invest USD$350 million in its Irish facility in the west of Ireland. The investment will be used to extend both manufacturing and R&D operations at their Irish site.

This helps support the long payback periods for those companies making heavy investment in research which may be loss making in earlier years before they realize a return for such efforts.

Decisions to make such investments are driven, maybe not solely, but to a very high degree, by the low Irish corporate tax rate, favorable R&D and intellectual property tax incentives and proactive state supports which means a greater return on investment overall.

Finance Bill 2012 released last week set out details of a new incentive to give tax free remuneration to staff involved in the businesses R&D activities. In short this change will allow Irish companies to surrender a portion of their R&D tax credit to remunerate ‘key employees’ in a tax efficient manner from 2012 onwards.

Irish Revenue operates an advanced online tax compliance system known as ROS which is central to supporting the self assessment regime. This allows companies to pay and file their periodic tax returns in a near real time manner. All large corporate cases will be required to make compliance submissions online as paper submissions are no longer accepted from these taxpayers.

As with recent changes in the UK we expect to see Irish Revenue adopt an IXBRL requirement for filing annual corporate tax submissions in 2013. This is likely to be introduced on a phased basis for large cases first before eventual roll out to all corporate taxpayers.

Company: KSA Shiels & Co Name: Kevin Shiels Email: kevinshiels@ksashiels.ie Web: www.ksashiels.ie Address: Hall Street, Kingscourt, Co. Cavan, Republic of Ireland Telephone: +353 (0) 42 966 8008

ATTRACTING INVESTMENT Despite the global downturn Ireland has continued to buck the international trend in attracting foreign direct investment over the last two years in particular.

In early 2010 one of our larger R&D clients, a listed ICT corporate, announced its intention to establish its global centre of innovation in Ireland with the creation of 150 jobs within 18 months.

More recently it announced a further 75 new jobs for the year ahead. Ireland won this investment due to a combination of its attractive State funded supports for innovation companies and its highly competitive R&D tax credit program.

Activity over the past eighteen months in the life sciences sector in Ireland, particularly in medical devices companies, has seen unprecedented growth.

Much of this activity is based around the western region of Ireland which has carved out a reputation as a hub for medical devices and ICT operations in particular.

The Irish state support body, the IDA, which is responsible for attracting and managing foreign direct investment into Ireland has recently stated that 2011 was Irelands most successful year for foreign direct investment since 2002.

Company: Grant Thornton Name: Liam Kenny Email: liam.kenny@ie.gt.com Web: www.grantthornton.ie Address: Mayoralty House, Flood Street, Galway, Republic of Ireland Telephone: + 353 (0)91 533 924

Company: Maples and Calder Name: Andrew Quinn Email: andrew.quinn@maplesandcalder.com Web: www.maplesandcalder.com Address: 75 St. Stephen’s Green, Dublin, Republic of Ireland Telephone: +353 1 619 2038

February 2012 /

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SECTOR SPOTLIGHT:

Protecting & Managing Intellectual Property in M&A Transactions

PROTECTING & MANAGING

— Intellectual Property in M&A Transactions

Dealmakers facing an M&A transaction should know all about what is often the company’s most valuable asset: its intellectual property.

COMPANIES INVOLVED IN M&A OFTEN OVERLOOK THE INTRINSIC VALUE OF THEIR OWN IP? WHY IS THIS? HOW ARE YOU ABLE TO ASSIST PROSPECTIVE CLIENTS IN THIS WAY? “We are able to assist prospective clients in legal matters concerning the acquisition of the various IP rights and also in the respective negotiations.”

Lisboa / Portugal

Understanding how intellectual property rights are involved with M&A is essential given how M&A activity in the intellectual property field has come to dominate these transactions generally. It is key for prospective dealmakers to take every precaution in protecting their IP assets. As such it is of the upmost importance that companies seek professional and comprehensive advice specific to their needs.

Acquisition International speaks to the experts.

J. Pereira da Cruz, S.A. is a family firm established over 60 years ago which this year maintained its tier 1 reputation for patent and trademark prosecution work. Specialised consultancy firm offering services in the field of the protection, maintenance and defence of industrial property rights and copyrights, including the registration of trademarks, logos, patents, designs, domain names and anti-counterfeiting.Currently, around 100 staff work at the firm’s Lisbon office, including 13 Official Industrial Property Agents, 8 European Patent Attorneys and 8 European Trademark Attorneys working on an exclusive basis (it is the Portuguese company with the largest number of in-house Official Industrial Property Agents).

12 European Patent Attorneys and 12 European Trademark Attorneys working on an exclusive basis Some of the most highly reputed companies at national and international level have been clients of J. Pereira da Cruz, S.A. since the company started its activity. By way of example, the majority of entities within the Portuguese Scientific and Technological System request the services of J. Pereira da Cruz, S.A. Industrial Property rights are protected all over the world. Therefore, like all large Intellectual Property

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firms, J. Pereira da Cruz, S.A. has contacts with the most reputed offices in every continent, for the reciprocal handling of clients’ matters.

Company: João Pereira da Cruz Name: J. Pereira da Cruz Email: info@jpcruz.pt Web: www.jpcruz.pt Address: Rua Victor Cordon 14 1249-103 Lisboa, Portugal Telephone: (+351) 21 347 50 20

HOW DOES YOUR FIRM STAND OUT FROM COMPETITORS? “Intellectual capital is one of the most important assets of the companies that we work with, and it is entrusted to us every day for protection. Our aim is therefore that our clients see us not only as a provider of services in the field of Industrial Property, but also as a true partner in their business activity.”

WHAT DOES AN IP ADVISER BRING TO THE DEAL TABLE? HOW IMPORTANT IS THEIR ROLE? PLEASE DRAW UPON EXAMPLES TO HIGHLIGHT YOUR ANSWER.

Company: Portilla, Ruy-Díaz y Aguilar Name: Iván Guerrero Email: iguerrero@portilla.com.mx Web: www.portilla.com.mx Address: Bosques de Guayacanes 117, Col. Bosques de las Lomas, C.P. 11700 . México, D.F. Telephone: +52 (55) 559 66047

“Since industrial property rights currently constitute one of the main assets of companies, IP consultants play a vital role in advising their clients, proposing strategies which adequately protect and promote these assets.”

WHY IS A COMPANY’S INTELLECTUAL PROPERTY SUCH A VALUABLE ASSET? WHAT STEPS SHOULD A COMPANY TAKE IN PROTECTING THEIR IP? “Since the beginning of its activity, J. Pereira da Cruz, S.A. has developed personalised services in the various fields of Intellectual Property (Industrial Property and Copyright) in order to meet the needs of all of its clients”

Company: M. Uzcátegui & Asociados Name: Leonardo R. Uzcátegui P. Email: Lrup@uzurma.com Web: www.uzurma.com Address: P.O. Box 6106, Caracas 1010 A. Venezuela Telephone: (58 212) 693 - 50.12

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Protecting & Managing Intellectual Property Through M&A

Mr J M Swaminathan is the Senior Partner of this firm, Julius & Creasy specialising in Intellectual Property and Shipping Laws. He speaks to Acquisition International about the firm, its place in the market, and his role.

Colombo / Republic of Sri Lanka

Mr J M Swaminathan has been in practice for 45 years and at present is the Senior Partner of Julius & Creasy. He is a member of the Council of Legal Education and its Board of Studies and Advanced Committee, and he is also a Member of the Legal Cluster of the National Council of Economic Development.

WHAT AREA(S) OF INTELLECTUAL PROPERTY LAW DO YOU SPECIALISE IN; AND WHAT INDUSTRY SECTOR(S) DO YOU FOCUS ON? “We deal with all aspects of IP in respect of Trademarks, Patent, Industrial Designs and copyright and act for clients in all areas ranging from pharmaceuticals and cosmetics to motor vehicles.”

AND WHO IS A TYPICAL CLIENT? “A typical client is an individual and/or company seeking advice in relation to an issue and how best such an issue can be resolved.”

HOW DOES YOUR FIRM STAND OUT FROM COMPETITORS? “Our firm was incorporated in 1879 as a Firm of Solicitors and has a specialised Intellectual Property Unit engaged in contentious and non-contentious matters. The Intellectual Property team consists of myself (LLB, LLM), Ms A I Wanigasekera (LLM, Dip in IP), and Ms Kanchana Senanayake (Dip in IP).

Our firm has won the Asia IP Award for Sri Lanka in respect of Trademarks for the two consecutive years in 2010 and 2011.”

ACQUISITION INTERNATIONAL

WHAT DOES AN IP ADVISER BRING TO THE DEAL TABLE? HOW IMPORTANT IS THEIR ROLE? “When we are briefed with instructions regarding a matter, we weigh the pros and cons and advise the client accordingly as to the percentage of success in a matter. If possible, we do suggest that settlement be reached when the parties agree to compromise.

Generally, when it’s a matter with an infringement, after filing of action in court, very often, the defendant settles the matter by giving an undertaking that such infringement will not be done in the future. I would like to give the following two examples to further illustrate: “Perkins Holdings Ltd – Criminal Proceedings were instituted and on a search warrant large stocks of counterfeit products were taken into custody.

Perkins brand is registered and known in Sri Lanka and container load of counterfeit products were seized. The Defedant settled the matter.

“Watertec Malaysia SDN BHD – Watertec filed a private plaint complaining that the accused had infringed Watertec’s registered industrial design by selling and distributing shower bidets identical to that of Watertec. The Court having heard the submissions made on behalf of Watertec issued a search warrant in respect of premises managed and/or operated by the accused. Search warrant was executed and illegal items were recovered, the accused raised preliminary objection which was dismissed and the matter was thereafter fixed for Trial. Accused filed a Revision Application in the High Court. Watertec and accused have mutually agreed to settle this matter.”

WHY IS A COMPANY’S INTELLECTUAL PROPERTY SUCH A VALUABLE ASSET? WHAT STEPS SHOULD A COMPANY TAKE IN PROTECTING THEIR IP? “After instructions are carried out, a DD to check on the registrations and their validity of IP that is owned and the goodwill attached to such Intellectual Property.”

WHAT ARE YOU PREDICTIONS FOR INTELLECTUAL PROPERTY LAW IN YOUR JURISDICTION OVER THE COMING 12 MONTHS? “The Intellectual Property Act No. 36 of 2003 is in line with the TRIPS provision. There is draft legislation in respect of plant varieties and discussions with regard to protection of traditional knowledge.”

Company: Julius & Creasy Name: Ms. Anomi I Wanigasekera Email: Web: www.juliusandcreasy.com Address: No. 41, Janadhipathi Mawatha, Colombo 01, Republic of Sri Lanka Telephone: 94-11-2422601

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41

SECTOR SPOTLIGHT:

2012 Corporate Tax Reform

2012 CORPORATE TAX REFORM — What can you offer?

The global fiscal crisis has created financial upheaval on an unprecedented scale and still continues to reshape the economic landscape and create complications for most governments and countries around the world.

It has taught us all just how closely investments are tied with politics and economics; the financial world moves extremely quickly and it’s essential to have the best and latest financial information to make well-informed decisions about risk and return.

Most nations have implemented austerity measures with major cutbacks affecting public spending; as a result governments are keener than ever to attract investment.

In order to attract this investment be it local or foreign; the tax system must be conducive, hence corporate tax reform has been at the top of the agenda for many countries. Getting the balance between attracting investment and having a fair national taxation strategy is quite a challenge; taxes are essential for economic and social development but simultaneously they have to allow companies to profit and grow. Acquisition International speaks to the experts.

Olapeju Sofowora is Managing Partner at chartered accountants, Abax-OOSA Professionals based in Lagos, Nigeria.

Our Corporate Tax Department provides Tax Advisory Service and Tax Compliance and Administration as it relates to the full spectrum of corporate taxes in Nigeria. We at Abax-OOSA Professionals maintain

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a strong client relationship management policy.

We pride ourselves with our ability to help our clients overcome most of their professional business challenges by providing a listening ear and holding our client’s hands every step of the way until a satisfactory solution is reached.

We promote a culture of voluntary compliance among our clients and we ensure and help our clients manage a minimal tax expense budget by deploying various tax planning strategies to take advantage of all tax saving measures inherent in the tax laws.

The Nigerian tax laws are relatively under developed when compared to other countries especially in light

of the current business dynamics and realities within the country.

This, coupled with the low corporate tax rates makes the country an investment friendly environment.

Efforts to quickly overhaul the tax laws and review the tax rates are rather slow judging by the time and efforts invested in reviewing the Petroleum Profit Tax (PPT) and Personal Income Tax (PIT) (The PIT bill was just passed into law).

The focus of the reforms is presently concentrating on developing the administrative aspect of tax compliance, educating the taxpaying public and encouraging voluntary compliance.

When the tax rates are compared to what obtains in the neighboring countries, we would see that the indirect tax policy is being deployed as indirect taxes are about double what obtains locally. Whereas, our direct taxes like CIT are slightly higher than most countries.

We believe that the continuous engagement of the tax practitioners with the Federal Inland Revenue Service (FIRS) - tax officers on the development of tax practice and policies would bring about the desired reforms and rapid growth in the development of the tax laws and tax practice in Nigeria.

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

2012 Corporate Tax Reform

Specifically, we envisage: • A general review of the tax laws to expunge outdated and conflicting sections of the law in a bid to encourage and promote self- compliance.

• Upward review of indirect charges like Value Added Tax (VAT) • Litigation to contest arbitrary interpretation • Passing into law of the Petroleum Industry Bill • Increased engagement with tax policy officers for interpretation of tax laws • Improved efficiency of the tax officers David Chan is the Leader of Ernst & Young’s Greater China Transaction Tax practice.

I specialize in the Mainland China Transaction Tax services, including tax due diligence, deal structuring, acquisition negotiations, post-deal integrations, tax modeling, and fund structuring (Rmb fund and offshore fund). I also have extensive experience in Mainland Chinese tax and business advisory services, including assisting clients in establishing joint ventures and structures for businesses in Mainland China, obtaining special tax preferential treatments, transfer pricing audit /APAs (Advance Pricing Agreements) etc. Ernst & Young’s (EY’s) practices across over 140 countries are organized into four integrated geographic Areas.

This model, which is in use across our global organization allows for greater scale of resources, more effective deployment of our people, streamlined execution of our strategy and enhanced focus on our clients.

EY’s 1,200 tax professionals in Greater China (including Mainland China, Hong Kong, Macau and Taiwan) provide clients with deep technical knowledge, global and local, combined with practical, commercial and industry experience.

Our Mainland Chinese tax practice, as with the rest of the markets in the Asia-Pacific region, has been consistently recognized as a leading tax firm

by International Tax Review, a leading industry publication. The Mainland tax authorities have released various regulations in the recent years focusing on the taxation of non-residents, transfer pricing requirements and M&A activities.

These new regulations indicate that the Mainland tax authorities have increased enforcement efforts

ACQUISITION INTERNATIONAL

to tackle perceived tax-motivated structures and transactions considered to lack business purpose and/or commercial substance.

The corporate income tax (CIT) reform was implemented in 2008.

New Business Tax (BT) and Value-added Tax (VAT) rules were released in 2009.

The Mainland tax authorities have started to reform the VAT system with Shanghai as a pilot location effective January 1, 2012. The tax reforms provide a more regulated platform for foreign investors investing into Mainland China. This is evidenced by unifying the previously separate and distinct Mainland tax regimes applicable to foreign and domestically owned Mainland entities and introducing several complex tax concepts common in most developed tax regimes, including a general anti-avoidance rule, CFC rules, transfer pricing documentation requirements, etc.

Company: Abax-OOSA professionals Name: Olapeju Sofowora Email: psofowora@abax-oosa.com Web: www.abax-oosa.com Address: 18 Akanbi Danmola Street, South-West Ikoyi, Lagos Telephone: +234 (01) 4630842-3

Stephen Hales is a partner in Ernst & Young’s Transaction Tax group in London.

I specialise in Transaction Tax – supporting our corporate clients in all tax aspects of M&A throughout the deal lifecycle. This includes tax due diligence (buy-side and sell-side), tax structuring, input into deal models and assisting with ensuring appropriate protection for tax risks, as well as post-deal support.

Our client base ranges from very large multinational companies through mid-caps to smaller privately owned corporates. As the most globally integrated professional services organization, this gives us a competitive advantage in serving our clients in the fast-paced deal environment.

Our wider Transaction Tax practice also services private equity and restructuring/distressed sector clients, so we leverage our knowledge of the different fiscal drivers across each sector to help our corporate clients. The UK Government’s ambition is to establish the UK as having the most competitive tax system in the G20. The UK is now a very attractive location for holding companies, with corporation tax reducing to 23% by 2014, exemptions for dividends and capital gains, a generous regime for interest deductibility and no dividend withholding tax, all of which are favourable from an M&A perspective.

Recently announced reforms to the CFC rules mean that it should be possible to use the UK as a location for financing activities with a tax rate as low as 5.75% by 2014. Continued on next page...

A patent box regime with a 10% rate is also being introduced from 2013 to provide an internationally competitive location for investment and innovation.

Company: Ernst & Young Tax Services Ltd Name: David Chan Email: david.chan@hk.ey.com Web: www.ey.com/china Address: 22/F CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Telephone: +852 2629 3228

Company: Ernst & Young Name: Stephen Hales Email: shales1@uk.ey.com Web: www.ey.com Address: 1 More London Place, London, SE1 2AF Telephone: + 44 (0)20 7951 1907

Company: Chrysses Demetriades & Co. Name: Christos Mavrellis Email: info@demetriades.com Web: www.demetriades.com Address: 13 Karaiskakis Street, CY-3032 Limassol, P.O.Box 50132, 3601 Limassol Cyprus Telephone: +(357) 25 800000

February 2012 /

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SECTOR SPOTLIGHT:

2012 Corporate Tax Reform

Christos Mavrellis is the Senior Partner and Head of the Corporate and Commercial Department of Chrysses Demetriades & Co. LLC, one of the largest and leading law firms in Cyprus.

Cyprus in the field of international investments and operations and it is not expected that this position will change as it carries political support from all the political parties on the island.

As it is well established Cyprus has perhaps the lowest corporation tax within European Union, with only 10% taxation on profits of companies managed and controlled in Cyprus or having a permanent establishment in the country.

Héctor Reyes Freaner Hector Reyes Freaner serves as coordinator of Mexico’s Tax Practice Group of Baker & McKenzie and head of the Tax Compliance Practice of the Firm’s Mexican offices. He is wellregarded as one of Mexico’s best tax lawyers.

As a rule dividends received by a Cyprus holding company from foreign companies are tax exempt and any dividends paid by a Cyprus company to shareholders, individuals or corporations, which are not tax residents of Cyprus are also fully tax exempt.

Operating in Mexico for nearly 50 years, Baker & McKenzie have gained a deep understanding of local law and extensive experience assisting domestic and multinational companies.

Cyprus is always aiming at improving its position as an attractive jurisdiction for the incorporation and operation of international companies and in this respect the tax legislation is always updated.

Recently there have been some amendments with a view to attract international collective investment funds as well as a very recent amendment under which Cyprus companies, if they are owned 100% by non-resident shareholders, have been exempt from the obligation to pay tax on deemed dividends if no distribution is made within two years from the closing of the financial year.

Since the global fiscal crisis the Tax Authorities of Cyprus have proposed, and the Parliament has approved a number of measures to improve the taxation departments effectiveness but none of those steps has the characteristics of creating a police state with respect to tax offenses or investigation.

In addition the government has introduced an annual levy of €350 for each Cyprus company registered at the office of the Registry of Companies with exemption of dormant or companies not having assets anywhere.

This levy was considered necessary to generate revenues for the Registrars Department to meet increased administrative burden and also to finance the introduction of computerisation for the process of incorporation of and information on companies.

What it is important is that despite the fact that certain taxes were introduced to compact the economic crisis and to improve the government’s finances care has been taken not to introduce taxes of a type which would affect the attractiveness of

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On the other hand, an important technological improvement of the Mexican tax administration service is the implementation of the electronic invoicing system which has reduced invoicing costs and facilitates the capture of information, storage and delivery of documentation.

With five offices and a team of more than 260 seasoned professionals that includes lawyers, accountants and economists; we can bring the right talent to any kind of transaction within or outside Mexico.

Cutting-edge legal and economic analysis, efficient global documentation, rock-solid defense, absolute integrity, and integrated global capabilities are key elements in achieving tax solutions in accordance with the needs of the companies doing business in Mexico and worldwide.

Combining legal, tax, accounting, economic, and financial matters, the Tax Practice of Baker & McKenzie Mexico allows for the provision of suitable, efficient, and integral services.

It is common to find in practice that tax authorities reject deductions and impose penalties due to the lack of compliance of several formal requisites to support the deduction of expenses; taxpayers must obtain invoices with tax requisites on all operations, pay expenses through the financial system and keep documentation to evidence that the expenses are strictly indispensable for the company, specially in the case of intercompany transactions such as agreements, evidence of services provided, including among other service reports, communications with the supplier and travel expenses.

Other common pitfalls include Mexican labor issues, such as a labor law that is highly protective of the employee, the dealing with unions specially in some economic areas such as steel and mining, important cost and administrative burden of social security contributions and a mandatory 10% profit sharing.

The most recent tax reform for 2012 contains minor changes to the tax laws, the most relevant include the incorporation to the Federal Tax Code of all the formal requisites that invoices must contain in order to be valid for tax purposes; the reform also include certain measures to simplify the compliance of the formal requisites of the invoices, such as the elimination of the obligation to verify the name and domicile of the issuer of the invoices; additionally the taxpayer’s electronic signatures which are used to file tax returns, notifications, etc. obtained from January 1st., 2012, will be valid for 4 years from rather than two.

Company: Baker & Mckenzie Name: Héctor Reyes Freaner Email: hector.reyes@bakermckenzie.com Web: www.bakermckenzie.com/mexico Address: Edificio Scotiabank Inverlat 12th.

Floor. Blvd. M. Avila Camacho #1 C.P. 11009 Mexico, D.F., Mexico Telephone: +52 (55) 5279 2900

Company: Stüssi-Neves Advogados Name: Guilherme (Stüssi Neves) Email: guilhermestussi@stussi-neves.com Web: www.stussi-neves.com Address: Av. Rio Branco 110 - 24 20040-001 Rio de Janeiro Brasil Telephone: 55 21 2509 7234

Company: Cabinet Raux, Amien & Associés Name: Athanase Raux Email: athanaseraux@hotmail.com Telephone: + 225 22 417 672

Company: Consultant BDS Name: Ousseynou Lagnane Email: lagnane@yahoo.fr

Company: Consultora “Gismondi” Contable Tributario Name: Lic. Petronila Gismondi G. Email: gismondi64@yahoo.es

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

2012 Corporate Tax Reform

Asma Charki is Senior Tax Manager at Mazars Audit et Conseil, Morocco. Chakri speaks to Acquisition International about the changing face of Corporate Tax Reform.

“Our Tax Advisory department is a team of professionals (tax advisors, chartered accountants and lawyers) with high-level business expertise and technical knowledge in the field of both national and international tax services,” Charki says regarding the firm’s specialisms.

Because we are part of an international integrated audit and advisory firm, we are committed to deliver customized and inventive solutions to our clients to help them grow and develop.

Mazars Morocco provides a broad-ranging corporate tax service, including: • Compliance : preparation and (e)-filling of tax returns, implementation of tax planning structures, determination of fiscal position; • Assurance : Due Diligence on M&A Transactions, transfer pricing, assessment of tax risks relating to a structure, an investment project, a group organization, • Advisory services: deal and transactions structuring, optimization of tax burden, tax audit.

“The Moroccan tax system is shaped with different types of taxes that concern different types of income,” continues Charki. “In fact, we distinguish two types of taxes in Morocco: “Direct taxes: such as corporate tax (the ordinary tax rate is 30%) and income tax (scale as from 0% to 38%), and indirect taxes: such as VAT of 20% as an ordinary rate. In addition to that, the Moroccan tax system includes local tax such as license tax and urban tax based on the rental value of the companies.

The Moroccan tax system is globally similar, in terms of corporate tax disposals, to the European system (especially the French one). However, for many foreign investors, and even some local corporations, sorting through the complex tax rules on corporate tax can be very difficult. Pitfalls abound, and the penalties for even simple mistakes can be severe and mainly if the mistakes are not corrected immediately.”

Mazars certainly stands out from local competitors, and Chakri explains that this is partly down to its approach which is based on the firm’s competitive advantage. “Our approach is based on our competitive advantage. We deliver high-quality tax

ACQUISITION INTERNATIONAL

advisory services on a truly involved and genuine basis; we are also a challenger in the market place of the established order of the ‘Big 4 network’. We possess a combination of technical expertise and client service that cannot be matched by the Big 4, because of their size, or by mid-tier firms, because of their structure. Our transverse organization reflects our willingness to adapt our services offer to our clients’ expectations.”

The global fiscal crisis has clearly taken its toll and, with the changing face of tax compliance, Chakri elaborates on the methods which have been put in place to handle any developing burdens in this jurisdiction.

“Measures reducing the corporate tax rate were accompanied by the suppression of tax incentives and derogations such as deductible provision for capital expenditure, Allowance on net capital gains and so forth,” Chakri says.

“Also, and in order to reduce the tax burden, the Moroccan tax administration aims to enlarge the scope of application of the tax to the informal sector: for that reason, the financial law of 2011 envisaged in favour of the new taxpayers who will be identified for the first time as from on January 1st 2011 to tax only the acquired incomes and the operations carried out as from the date of identification. The other main disposal sat-up by Moroccan legislation concerns M&A transactions. In fact, to face global crisis, Moroccan companies need to form trusts in order to be competing in the market. From this perspective, financial law 2010 came with a novelty which consists on exempting capital gains generated

by M&A transactions. In the same line of ideas, Moroccan legislation expected to promote external growth of local companies by exempting foreign companies from tax on capital gains relating to sale of shares listed on Casablanca stock exchange.”

The Moroccan tax system was tailored to encourage foreign investments and promote certain sectors; for that aim, the tax disposals provide tax exemptions in terms of common law and at the sectoral level.

“Moroccan law provides specific tax advantages to investors within the framework of agreements or investment contracts to be concluded with the Moroccan Government, provided that they meet the required criteria (especially a budget of investment higher than 18 M€),” continues Chakri. “The tax incentives within the Investment Charter include a 3% percent discounted tax rate for land acquisitions intended for business and professional developments; a 1% tax on any company contributing to capital formation or capital increase. The Moroccan law also shields foreign investors who have concluded investments agreements from paying value added tax (VAT) on imported equipment, materials, and goods; and exempts start-up firms from license fees for five years and from the minimum contribution

of corporate tax for 36 months. Besides, it is worth mentioning that Morocco has signed agreements with several countries to avoid double taxation with respect to income tax. These agreements establish the list of taxes and income concerned, the rules for mutual administrative assistance and the principle of non-discrimination.”

For many firms the future of a country recovering from fiscal devastation could be a bleak one, however Chakri has a clear idea of where Mazars, Morocco, is heading.

“I think that in order to respond to the concerns of business, the corporate tax reform must be prioritizing for more competitive, simpler, and more stable tax system in the future, creating the right and attractive conditions for business investment especially the foreign one. Continuing the reduction of the ordinary rate of corporation tax as other countries cut their corporation tax rates further and faster than Morocco: a future reduction in the main rate from 30 per cent to 25 per cent will really testify the Government’s commitment to take action to improve Moroccan competitiveness. Introducing preferential regime for profits arising from technological will certainly play a key role in securing a strong and growing private sector and will enhance the competitiveness of the Moroccan tax system.”

Encouraging investments made in order to reduce the pollution and to protect the environment by granting tax allowances and applying specific tax rates; And finally, setting up the measures of tax consolidation for tax purposes.

Company: Mazars Audit et Conseil Name: Asma CHARKI Email: asma.charki@mazars.ma Web: www.mazars.ma Address: 101, Bd Abdelmoumen, 20 360 Casablanca, Maroc Telephone: +212 5 22 423 423

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SECTOR SPOTLIGHT:

Instructing Specialist Counsel

INSTRUCTING SPECIALIST COUNSEL — The Public Access Scheme When approached in a traditional manner, i.e. at first via a solicitor, the cost of settling disputes, even through alternative methods such as arbitration and mediation, still remains high. In our on-going challenging economy these costs can be crippling to a business or individual and has at times meant that rather than pursuing a fight for justice, cases have simply been dropped.

The Royal Courts of Justice / London

The public access scheme, implemented in 2004 is finding a new level of popularity and more than ever clients are keen to instruct barristers directly to make running their case more economical. For cases requiring expert advice a solicitor would likely refer to specialist counsel at some stage but the public access scheme allows the client to ‘cut out the middle man’ and approach the barrister directly. Public access allows the client much more control over their case and is particularly suited to companies with strong in-house resources such as administrative staff who can dedicate the time and assistance required to build the case and assist the counsel. Acquisition International speaks to the experts.

Josh Lewison is a barrister at Radcliffe Chambers and specialises in Charities, Trusts and Real Property.

“Public access means that clients can go directly to counsel without instructing a solicitor. It is quicker, since there is no intermediate stage between the client giving instructions and counsel being instructed.

Fees can be agreed in advance, which means that it can be much easier to control costs. Clients can also find it useful to use public access counsel as a reference resource, when they don’t need someone to run a transaction or litigation for them.Most cases are suitable for public access in terms of subject

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matter. However, clients should realise that they will be engaging in correspondence, filing and serving documents and liaising with counsel themselves.

These are functions at which solicitors are very adept and for which they can sometimes be underappreciated.

Sophisticated clients are increasingly using public access counsel to keep costs down. If the client is aware that they need a particular piece of advice or that a specific document must be drafted, then it may often be more cost-effective to go directly to counsel.

A legal background is clearly an advantage for this type of work. However, experienced managers of businesses and other organisations will often have enough of an understanding to isolate certain issues.

The important thing is that they should not be shy about asking for more help or clarification.

When I provide services on a public access basis I ensure that I explain matters in terms that someone from a non-legal background can understand. I am also always happy to provide any follow-up advice or clarification.”

Clare Renton is a specialist in international family law practising from 29 Bedford Row Chamber.

“My practise area is international family law. This can include whether there is a right to divorce in England and Wales, validity of an overseas marriage, whether a divorce overseas will be recognised in England, international recognition of maintenance, and working with an overseas lawyer where needed because the case involves other jurisdiction, domicile, child abduction, habitual residence EU family law governed by EU Council Regulations I commenced direct access in 2011 in response to a legitimate consumer need.

A case involving points of jurisdictional aspects of international family law is often suitable for direct access work. Often the facts are not in dispute such as where the parties live and what law will have to be applied. What is necessary is expert application of

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Instructing Specialist Counsel

The public access scheme, implemented in 2004 is finding a new level of popularity and more than ever clients are keen to instruct barristers directly to make running their case more economical. the facts to private international law principles. The public access scheme is a sensible option for many overseas clients.

Clients living in England may find the option sensible if the issues in their case involve law rather than fact for example jurisdiction issues.

A client who needs emotional support from their lawyer as well as professional advice is better off with a solicitor. Where there are significant disputes on the facts a solicitor’s input into the fact finding exercise is a great advantage.

detention, cash forfeiture, civil recovery of assets in the High Court, Confiscation proceedings after criminal conviction and Receivership Applications.

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A solicitors input is not to be dispensed with lightly.

The public scheme is not a threat to solicitors because the number of couples with potential international family law issues is growing annually. England has a very large international community.

Since the volume of work is growing there is room for everybody. The solicitors report an increase in the volume of work in this sector annually as do barristers.”

There has been a significant increase in the number of people using this facility. Clients who make contact by email initially having discovered on the web that the option exists.

Muthupandi Ganesan is a barrister at Furnival Chambers in London, and practices criminal law but specialises in economic crime, confiscation, asset forfeiture, extradition and mutual legal assistance.

Most suitable are cases where an overseas lawyer needs the input of an English family law with specialist expertise and does not need the service which a solicitor traditionally has provided.

“I practice in the global field of criminal law but focusing on areas such as fraud, economic transnational complex crime including corruption and money laundering.

Company: Radcliffe Chambers Name: Josh Lewison Email: jlewison@radcliffechambers.com Web: www.radcliffechambers.com Address: 11 New Square, Lincoln’s Inn, London, WC2A 3QB, UK Telephone: +44 (0) 20 7831 0081

Company: 29 Bedford Row Chambers Name: Clare Renton Email: crenton@29br.co.uk Web: www.29br.co.uk Address: 29 Bedford Row London WC1 R 4HE Telephone: + 44 (0)207 404 1044

It is not necessary in these cases to be from a legal background for direct access to a barrister to work well. Generally the more organised and rational the client the easier it is to run a case without a solicitor.

It does not take specialist skills to run a case, but an ability to keep a file is important.

ACQUISITION INTERNATIONAL

However, most of my work is focused on assert recovery and cases revolving around proceeds of crime.

The majority of my work is focused on asset recovery cases in range of courts including: cash seizure and

Company: Furnival Chambers Name: Mr Muthupandi Ganesan Email: mganesan@furnivallaw.co.uk Web: www.furnivalchambers.co.uk Address: 30 – 32 Furnival Street, London, EC4A 1JQ Telephone: +44 (0) 207 405 3232

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SECTOR SPOTLIGHT:

Instructing Specialist Counsel I also deal with cases involving Mutual Legal Assistance in the enforcement of confiscation orders in the UK and abroad as well as in extradition cases.

The key benefit of a public access scheme is as follows: a. Clients can approach a barrister directly and obtain the expert evidence in the particular field b. There is no need to incur double the cost by way of instructing a solicitors as well as a barrister. c. No time is wasted with finding suitable solicitors. d. It is more cost effective, as the client would be able to find out the likely position of his case very quickly. e. It removes the barrier between the barrister and the client. f. It improves the flow of information and advice from a barrister to the client.

Not all cases are suitable for public access scheme.

There are restrictions on what cases a barrister is able to undertake on public access scheme. For instance, a barrister is unable to take cases where there is public funding by way of legal aid, as it requires a firm of solicitors with a legal aid contract.

Another example is that a barrister is not able to commence litigation as such only solicitors can do that.

My approach to cases is very much focused on legal as well as practical considerations. I understand in fraud and/or economic cases, the impact on a client can be far ranging than simply dealing with litigation, for instance, it may impact the share price.

I always ensure that tactics and strategy is considered fully at the very beginning of the case to ensure smooth running of the case.

The beneficiary of the direct access will be the clients, who will have greater access to high quality legal advice and at much reduced cost.”

I have found recently that many aspects of the asset forfeiture, confiscation and mutual legal assistance is highly suitable for clients by way of public access, as a particular legal issue can be considered in isolation, which means that a legal and a practical resolution can be reached quickly for the benefit of the clients

Company: St John’s Chambers Name: Dianne Martin Email: dianne.martin@stjohnschambers.co.uk Web: www.stjohnschambers.co.uk Address: 2101 Victoria Street Bristol ,BS1 6PU, DX 743350 Bristol 36 Telephone:

I have conducted cases for both the prosecution and the defence. I have gained substantive experiences at the Serious Fraud Office in large scale fraud investigations. In addition, I have been involved in civil fraud investigation by the Financial Services Authority under the FSMA 2000.

I am different from other barristers in that, I am very pro-active and forward thinking. I am great believer in using the currently available technology to maximise the case preparation and presentation.

I have substantive experience of travelling abroad to advice on cases in wide range places such as Libya, Spain, Kenya and Dubai. I believe the public access scheme will play a greater role in the provision of expert advice in the field of criminal law in conjunction with specialist solicitors.

Company: Goldsmith Chambers Name: Alper Ali Riza QC Email: alperizaqc@hotmail.com Web: www.goldsmithchambers.com Address: Goldsmith Chambers, Goldsmith Building, Temple, London, EC4Y 7BL Telephone: +44 (0) 20 7353 6802

Alastair Panton is a Barrister at 10 King’s Bench Walk, London, and specialises in real property and Landlord & Tenant litigation including professional negligence disputes concerning property.

“To take on public access work a barrister needs to be at least three years qualified and to have completed a Direct Access course. Prior to coming to the Bar, I worked in the computer industry for 12 years. I therefore understand business and the reality of contractual dealings. I also have a degree in economics from Cambridge University. I always correspond with clients by email, leading to a fast response.

The scheme now allows anybody to directly approach a barrister in the areas of law that I do rather than having to go through a solicitor. A key benefit is that if the client knows that they are going to want a barrister’s advice or representation at Court then they can go direct to them which may save time and money.

Many cases are suitable for this type of work. Any case where the volume of documentation is not going to be too heavy (say less than 1000 pages) and where the client themselves is a professional person or company or is comfortable with normal commercial dealings.

There is a definite increase in the number of people opting for this scheme. Cost is often the major driving force behind direct access – where the client cannot afford / does not wish to pay for both a solicitor and a barrister.

If the client does not have a legal background it is generally not a problem as whilst the client will appear to be handling their own case, in reality all the Court documents etc can be drafted by the barrister and the client just has to sign them and post them to the Court and the other side. Email contact is key.

With quick emails it is possible to make sure that mistakes are not made by the client, or if mistakes are made, they can be corrected quickly.

If I am honest, this type of work could be a threat to solicitors. Some cases which would previously have involved both a solicitor and a barrister could now be dealt with by a barrister alone. It is significantly cheaper and the majority of cases can be handled perfectly adequately with a barrister alone. On the other hand sometimes the barrister will get a solicitor involved if the case turns out to need both a barrister and a solicitor.”

CASE STUDY: MR JONATHAN CHADWICK TURNER QC Mr Jonathan Chadwick Turner QC has been Queen’s Counsel since 2003 and he is a senior member of the Chambers of David Fisher QC and David Perry QC at 6 King’s Bench Walk in the Temple, specialising in crime and Crime and criminally-related matters.

CAN YOU HIGHLIGHT THE KEY FEATURES AND BENEFITS OF THE PUBLIC ACCESS SCHEME AND HIGHLIGHT HOW POTENTIAL CLIENTS CAN USE IT IN ORDER TO INSTRUCT YOUR SERVICES?

As the name implies, the main benefit of the scheme is direct and early access to the trained, experienced and specialised advocate who will present your case at its various stages in court. Trial advocates can provide the most informed opinion as to what is likely to happen at trial.

Potential clients can approach us by direct, verbal recommendation, reference to the various legal directories or by accessing personal or Chambers websites which provide details of our qualifications, experience, accreditation and practice.”

WHAT TYPE OF CASE IS SUITABLE FOR THE PUBLIC ACCESS SCHEME? “We are currently unable to act under the scheme for clients who have been granted legal aid or who would be likely to be granted legal aid if they wished to apply for it. This may change soon. The scheme is therefore best suited to those who are charged with offences for which legal aid is rarely granted (e.g. traffic offences) or who possess means beyond the legal aid limits but who wish to keep their costs to a minimum. The cost of instructing a barrister via Direct Access will vary according to his/ her experience, ability and expertise. Chambers can provide an excellent selection across the whole range.

Fees will be agreed ‘up front’ with no hidden expenses. The hourly rate can be substantially lower than that charged by solicitors since barristers have fewer overheads. The scheme is also suitable for straightforward proceedings such as pleas of guilty or uncomplicated trials in all courts, though no case is automatically regarded as unsuitable. Each case will vary.

In all but the most serious cases, a legally aided client will not be granted the services of Queen’s Counsel or more than one counsel even when that level of representation is clearly desirable. Under Direct Access, it is possible to instruct Queen’s Counsel with or without a junior. Full and fair advice can be given from the outset as to what kind of representation a case will demand, along with accurate estimates as to time and costs and prospects of success or otherwise. Should the proper, objective advice be to apply for legal aid or to instruct a solicitor and junior in the traditional manner, then this is the advice that will be tendered.”

WHY SHOULD OUR READERS APPROACH YOU RATHER THAN A DIFFERENT BARRISTER WITH THE SAME PRACTICE AREA – HOW DO YOU STAND APART FROM YOUR COMPETITION? “Queen’s Counsel status is still the prime quality mark amongst all lawyers. It is awarded only to those who have fulfilled demanding and objective requirements and assessment over a substantial period of time. In the criminal sphere, it is a symbol of mastery of the law and procedure applicable to all cases, including those of the utmost seriousness, complexity and moment. To discriminate between Queen’s Counsel is a matter of comparing record, experience, specialisation and personality, all of which are usually apparent from website profiles, known reputations or (not least) direct Consultations. In my own case, I have appeared as Leading Counsel since 1988 in many high-profile cases on either side. Please check 6KBW website for details.

Company: 10 King’s Bench Walk Name: Alastair Panton Email: alastair.panton@10kingsbenchwalk.co.uk Web: www.10kbw.co.uk Address: 10 King’s Bench Walk, Temple, London EC4Y 7EB Telephone: +44 (0)207 353 7742

ACQUISITION INTERNATIONAL

A good indicator may also well be the eminence of the Chambers from which a barrister practices.

Again, Chambers’ marketing material, primarily the website, will give an idea of the wealth of ability across the board – especially helpful to the client who may wish to brief an outstanding QC with an excellent junior. 6KBW have been judged to be amongst the top handful of criminal Chambers in England over many years.”

Company: 6 King’s Bench Walk Name: Jonathan Turner QC Email: jctqc@aol.com Web: 6KBW Address: 6 King’s Bench Walk, Temple, London EC4Y 7DR Telephone: +44 (0)207 583 0410

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SECTOR SPOTLIGHT: Eastern Eurpoean Series

ROMANIA — On the up

Romania is the latest region to be featured in Acquisition International Magazine’s Eastern European Reviews.

After two years of recession and cutbacks it was welcome news at the end of last year that the Romania’s economy grew by 4.4% year-on-year in the third quarter of 2011.

The Romanian Athenaeum / Bucahrest

Obviously Romania is not out of the woods but the recent economic turmoil has had a positive impact on business practice with many firms cutting costs, becoming increasing efficient and creating growth.

As a result Romanian companies are becoming increasingly competitive in Europe. The outlook for small and medium sized enterprises is looking positive for 2012 with 85% of the Romanian managers believing SMEs are the engine of Romanian economy.

Compared to other EU members Romania is getting a better than average return for every euro spent on employment, indicating that the cost of the workforce relative to its output could be a competitive advantage for the country. Combining the benefits of the low cost workforce with efficient business practices is a key success factor driving many businesses towards success. More and more businesses are also cashing in on technology in order to advance and this has helped Romania stay competitive throughout Europe and has made the region an attractive place for investment in 2012.

Mihail Stan is Head of Methodology & Shareholding in the Accounting & Reporting Department of UniCredit Tiriac Bank. UniCredit Tiriac Bank is part of UniCredit Group, leading European bank that runs the largest CEE banking network with more than 3,900 branches.

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In Romania, UniCredit Tiriac Bank is one of the main financial institutions, offering high quality financial products and services for all customers, through a 240 national wide branch network.

The main challenges facing our clients that are for companies that reengineer their flexible business processes in order to enhance efficiency and to adapt much faster to new client needs, including developing partnerships and cooperation strategies with other companies for delivering high quality products and services for their clients.

We are continuously adapting our capabilities and resources to the client’s needs, by investing in our people and supporting the implementation of new ideas and innovations within our bank, having in mind the main target: valued added creation for our customers and shareholders.

The main factors which have contributed to Romania’s growing economy were agriculture (+22.1%yoy, 2.3 pp contribution to annual growth), industry (5.9%yoy, 1.5 pp contribution) and construction (6.9% yoy, 0.5 pp contribution) on the supply side and consumption (up 3.1%yoy due to good crops – households own 53% of total farm land) and investment (+11.4%yoy) on the demand side. Adjusted for bumper crops, the economy grew

1.7% - 1.8% in 2011. After recession struck Romania in 2009, a strong adjustment in unit labour costs improved the competitiveness of manufacturing branches, explaining the good export performance.

Romania is now a strong supplier of intermediate goods for European industries (especially the German one), small-size plants adapting rapidly to the requirements of external partners. Romania supplies energy goods, food and machinery to nonEU countries, where exports grew 28.7% yoy in the first 11 months of 2011.

The technological investments done by automotive and IT&C companies operating in Romania have decisively contributed to the increase of their revenues from exports, translated further in thereduction of commercial trade deficit by 11.7% in the period Jan – Nov 2011 compared to the same period of 2010 according to the NBR reports (nota bene:NBR – National Bank of Romania). This proves that investment in Romania can be profitable, fact outline by the decision of international companiesas DeLonghi and Bosch to open new production facilities in 2012.

Ioana Hategan is Managing Partner of Hategan Law Firm. A boutique firm that has been active on the Romanian market for eight years. What gives Hategan a competitive advantage is that we operate

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: Eastern Eurpoean Series

from the western part of the country covering mostly the western half of Romania. We are an almost entirely German as well as English speaking boutique and advise with the proficient language skills a large number of German speaking multinationals that have investments in Romania. All our partners have additional studies accomplished in Germany, Austria, Italy and France. We are the exclusive member for Romania of Alfa International – Global Legal Network, an association of law firms represented in 152 countries around the globe.

The primary challenge that our clients face currently, is in our view, the difficulty in finding financing for their investment projects but also the uncertainty as to further international development. They are more reluctant to proceed with new investments in uncertain jurisdictions and are also very cost conscious. We tried to show as much flexibility as possible in terms of fees, but also made sustainable efforts to explain the necessity of taking investment steps in full awareness of their consequences.

Reducing legal costs for outsourcing and putting it all on the “shoulders” of the internal legal department may seem like a good idea on a short run, but on a long run, it may just lead to higher legal costs at a later stage, if decisions were taken without involving practitioners that have extensive experience in a certain practice area. Romania is not necessarily competitive due to its technological advancements, although there are international companies that use their subsidiaries in Romania intensively for R&D. Romania is a country that attracts investors because of its potential in the exploitation of natural resources, because of the agricultural potential and the significant potential in terms of investments needs in the infrastructure.

Romania is part of the European Union and very much linked also economically to the European Market. The most important international banks that are know suffering in different parts of Europe are represented in Romania, so their national branches are affected accordingly. On the other hand, Romania is not yet part of the Euro-Zone, so this may prove an advantage at this point in time. And the structural reforms that were taken in the year 2010 helped rebalancing the national macroeconomic situation.

The most alarming effect of the euro-zone crisis is in my view the drastic decrease of foreign investments throughout the past 3 years, and this effect is strongly felt also by the law firms that work intensively on international clients in Romania.

Gabriel Sidere is Managing Partner of CMS Cameron McKenna in Romania. CMS Cameron McKenna Bucharest was established in 1999 and is now one of the largest international law firms in Romania.

“Our team represents a very strong combination of Romanian and international legal expertise and specializes in working with international investors in all their business investments in Romania and beyond.

ACQUISITION INTERNATIONAL

We are a full service firm with the expertise and experience to deal with transactions and matters of all sizes. CMS Cameron McKenna is able to handle local, national and multi-jurisdictional projects, no matter how complex. Working along sector lines means understanding the unique needs and challenges of each market sector and providing a service that is tailored to the particular concerns and requirements of each client.We are the largest international law firm in Romania. We are a full service law firm with a large team with a mix of international and domestic lawyers, from partner to trainee level. Our team represents a very strong combination of Romanian and international legal expertise and has continued to thrive in the turbulent market conditions of recent years, showing its metal not just in Romania-specific deals and the Romania end of multijurisdictional transactions, but actually acting as a hub from which deals/cases are coordinated.”

HOW HAVE ROMANIAN COMPANIES BECOME INCREASINGLY COMPETITIVE IN EUROPE? AND HOW WILL THEIR IMPROVED EFFICIENCY MAINTAIN A COMPETITIVE EDGE THROUGHOUT 2012?

“The companies which have demonstrated a firm ability to lead and the courage to move ahead in this time of uncertainty and general caution are the ones that surpassed the traditional performance mindset, shaped through the paradigm of market share and brand awareness. In the new volatile market context, these companies place customer satisfaction and building a long-term relationship well ahead other considerations. It is in fact a complex shift from constantly looking within the organization for performance markers, to defining success in terms of their impact within outer communities and interest areas. Business leaders learn to do better with less, within a general cost cutting appetite, while taping into less familiar financing sources. As bank loans are becoming growingly prohibitive, and as other conventional financing sources are running out, companies begin to step out of their familiar zone and strive to access venture capital or, where applicable, EU funds. The competitiveness of the Romanian companies concentrated especially in the area of machineries & mechanical appliances for transportation. Over 75% of the Romania’s exports are represented by manufactured products. The leaders in this area are the companies producing electrical appliances for telephony, components for automotive industry and cars. Other exporting areas are concentrated in industries such as: chemical fertilizers, agriculture – corn, electric wiring, tyres, pharmaceuticals, metal manufactured products and agriculture. Most of the companies acting in the top exporting sectors are direct foreign investment if we are to refer to Nokia (recently left Romania), Dacia-Renault or Ford, but the examples could easily continue. They benefit from both imported business strategies and management, as well as well qualified local labor force, at a competitive price, compared to other EU regions. Also, the contraction on the

EU markets due to economic difficulties generated an increased demand for cheaper but quality, less luxurious and more basic products – as the one proposed by companies such as Dacia.”

Hein van Dam is Partner in Charge of Financial Advisory Services at Deloitte Balkans, whilst Radu Dumitrescu is Assistant Director of Transaction Advisory Services at Deloitte Romania. Romanian companies have obviously not been immune to economic realities and have had (and still are) focusing on cost reduction, operational efficiency and re-allocation of capital to focus on core competencies.

Continued on next page...

Company: UniCredit Tiriac Bank Name: Mihail Stan, FCCA Email: mihail.stan@unicredit.ro Web: www.unicredittiriac.ro Address: 15, Charles de Gaulles Square, Floor 3, RO-011857, Bucharest-1 Romania Telephone: +40 21 201 8492

Company: Hategan Law Firm Name: Ioana Hategan Email: ioana.hategan@hategan.ro Web: www.hategan.ro Address: 11 Ady Endre street, Timisoara, Romania Telephone: +40.256.430454

Company: CMS Cameron McKenna Name: Gabriel Sidere Email: gabriel.sidere@cms-cmck.com Web: www.cms-cmck.com Address: Telephone: +40 21 407 3800

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With more than 350 employees in the Bucharest, Cluj-Napoca and Timisoara offices, this year Deloitte celebrates its 20th anniversary in Romania.

Deloitte delivers world-class audit, tax and advisory services. We serve many of the country’s largest companies, Public Sector institutions and successful, fast-growing companies in Energy & Resources, Financial Services, Technology, Media and Telecommunication industries. Over the years, a multidisciplinary, cross-functional strategy has built strong capabilities, with advisory services in respect of M&A an important area of expertise.

There is significant potential in industries such as IT and software development, business process ‘nearshoring’, niche manufacturing and the automotive industry and its related supply chain.

In many respects the ability to combine a low cost work force with efficiency is the ‘holy grail’ of international expansion and investment. The global experience has shown that low cost labour cannot be the only competitive advantage as it is generally not sustainable over time and governments and the private sector are required to pursue integrated development strategies to develop and maintain overall country competitiveness.

The latter point becomes even more important in a very uncertain economic environment which has seen large swings in FDI over a relatively short period of time.

According to the 2011 issue of Deloitte Central Europe Top 500 companies (based on annual revenues), the Romanian economy is still dominated by the Energy & Resources industry, with 14 of the largest companies in the country, followed by Consumer Business and Transportation (12), Manufacturing (5), Technology, Media and Telecommunication (6) and Life Sciences and Healthcare (1).

Based on new entries in the overall ranking, Energy and Resources (with 3 entries), Manufacturing (2), Consumer Business (2) and Telecom (1) are the healthiest industries in Romania and the ones driving growth.

On the SMEs side, our research has so far focused on technology, through the Deloitte Central Europe Technology FAST 50, a ranking of the most dynamic technology companies in terms of revenues over the previous five years.

In 2011, the ranking marked two new entrants from Romania., as the first local internet company joined at No 1. Romanian internet airline ticket retailer Vola.ro ranked first in Deloitte’s 2011 Central Europe Technology Fast 50 with a revenue growth rate of 6,219% over the past five years. Overall, Romania had 6 finalists among the 50 most dynamic companies ranked last year.

WHAT FACTORS HAVE CONTRIBUTED TO ROMANIA’S’ ECONOMY GROWING BY 4.4% YEARON-YEAR IN THE THIRD QUARTER OF 2011?

Agriculture proved to be the main driver; with a 12.4% contribution to GDP, the sector grew by 22.1% in volume. Construction and industry recovered somewhat, also contributing to the GDP recovery in Q3 of 2011.

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HOW HAVE ROMANIAN COMPANIES BECOME INCREASINGLY COMPETITIVE IN EUROPE? AND HOW WILL THEIR IMPROVED EFFICIENCY MAINTAIN A COMPETITIVE EDGE THROUGHOUT 2012?

Romanian companies have obviously not been immune to economic realities and have had (and still are) focusing on cost reduction, operational efficiency and re-allocation of capital to focus on core competencies. There is significant potential in industries such as IT and software development, business process ‘near-shoring’, niche manufacturing and the automotive industry its related supply chain.

HAS ROMANIA SEEN ANY KNOCK-ON EFFECTS OF THE EURO-ZONE CRISIS, THE ON-GOING BANKING SQUEEZE AND LOAN REPAYMENTS THAT ARE DUE TO THE IMF DUE NEXT YEAR? Definitely. Romania’s economic growth has been closely linked to Foreign Direct Investment; the euro-zone crisis has seen a dramatic decline in FDI and foreign investment plans. In addition, international corporates have had to revise strategies and a number have had to refocus on core markets in Western Europe or faster growing/more strategically important areas such as Asia. The liquidity of the banking sector has been impacted and some would argue even more so due to the somewhat unique structure of the Romanian banking system i.e a large number of foreign owned/controlled banks which are under pressure to recapitalize.

of their lawyers, as well as on their understanding and solving of clients’ needs within the context of a developing regulatory framework. SCA Bulboaca &Asociatii believe that we are able to provide legal services at international standards on the basis of their professional experience, infrastructure, teamwork approach, multiple language skills and business perspective.

Romania is one of the strongest markets in Europe for technology investment and trade, with a highly skilled technology workforce, good cost/quality balance, top-tier investors and a friendly business environment.

The main sectors that help Romania stay competitive throughout Europe are IT&C, oil and gas, green energy, agriculture, food and car components, sectors which have important potential for development.

Given the present international context, these sectors have a good opportunity for maintaining the growing trend.

The use of enhanced technology is recognized to represent a tested method for companies in all economic sectors to reducing their costs, with increasing competitiveness, at the same time.

Being part of the fastest growing IT market in Europe, Romanian companies have managed to engage in partnerships and business relations with some of the world’s most demanding customers in IT services outsourcing, business process outsourcing, call center support and product development.

Romania, to its credit, was pre-emptive in securing IMF funding and has proved much more adept at managing the requirements and expectations of international lenders than some of its neighbours.

In addition, foreign currency reserves are healthy and the overall debt to GDP ratio is low by European standards. It is also pleasing to note that Romania has recently successfully completed its first ever dollar denominated bond issue, as part of a larger medium term funding strategy, which provides further funding flexibility to the Romanian state.

Iulia Berea is a Partner at SCA Bulboaca & Asociatii and has been extensively involved in a broad range of public and private M&A transactions.

SCA Bulboaca & Asociatii is a Romanian law firm established on 1 January 2007 – the day on which Romania joined the European Union – based on a core team of experienced lawyers previously working together for an extensive period of time with the Bucharest office of a Magic Circle law firm.

Company: Deloitte Consultanță Name: Hein van Dam Email: adupu@deloittece.com Web: www.deloitte.com/ro Address: 4 - 8, Nicolae Titulescu Boulevard, Bucharest, 011141 Telephone: +40 (21) 2075 332

The main practice areas of SCA Bulboaca & Asociatii are: Corporate / Mergers and Acquisitions, Energy, Environmental Law & Permitting, Labor, Competition and Regulatory, Banking, Project Finance, Capital Markets, Restructuring & Insolvency, Litigation, IP & IT and Real Estate.

What gives SCA Bulboaca the edge over competitors is that they are a business law-oriented Romanian law firm providing high quality, specialist legal services at international standards to national and multinational corporations and financial institutions.

The high quality, specialist legal services of SCA Bulboaca &Asociatii are grounded on the in-depth and international experience and abroad education

Company: SCA Bulboaca &Asociatii Name: Iulia Berea (Stoianof) Email: iulia.berea@bulboaca.com Web: www.bulboaca.com Address: UTI Business Center, 9th floor, 31 Vasile Lascar Street, District 2, Bucharest, 020492, Romania Telephone: +40 (21) 408 8902

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: Eastern Eurpoean Series

DOING BUSINESS — In Bulgaria Bulgaria’s economy is working positively to sustain growth and in spite of the relative slowdown witnessed in the third quarter Raiffeisenbank Bulgaria predicts than the economy will live up to the predicted 2% growth in GDP by the end of 2011.

The country’s export market is faring better than some, EU membership has provided a great boost to Bulgarian trade by integrating the economy into the free market, removing restrictions on the movement of goods and services but there’s no denying that exports have suffered as a result of the on-going Euro-Zone crisis.

Domestic consumption however is up and replacing exports as the primary engine of growth and there are still a number of key ‘pull factors’ which continue to attract foreign direct investment, including: the low cost of production, numerous tax incentives and good growth potential. Acquisition International speaks to the experts.

Eurolex Bulgaria was founded in June 1997 by five of the most esteemed Bulgarian legal experts. Managing partner Andrey Delchev has participated in the drafting of substantial part of the contemporary Bulgarian legislation during his nearly decade long time of service as Head of the legal department of Bulgarian Council of Ministers.

Bulgaria entered the downturn in good macroeconomic shape with stable banking system and low external debt.

In June 2011 the National Assembly adopted the Financial Stability Pact and set a limit for governmental spending – the yearly budget deficit shall not exceed 2 % of the gross domestic product.

As a result Moody’s increased Bulgaria’s credit rating and S&P confirmed the country’s economic stability.

“The increased export was the white horse pulling Bulgaria’s economy forward in 2011. Sectors such as IT, pharmacy, grain-production, metal production and tourism marked an upward trend. On the other hand real estate and construction suffered substantial downturn.”

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO DO BUSINESS IN BULGARIA? WHAT ARE THE KEY BENEFITS?

Our practice is predominantly devoted to consultations of companies and investors, operating in various business sectors.

Bulgaria has a stable long-term policy to keep low taxes. The introduction of 10 % revenue tax in 2007 and the 20 % VAT (there are plans to decrease VAT to 18 % in 2012) make the country a very attractive destination for investments.

“Clients benefit from the broad scope of expertise of our lawyers. Being one of the biggest law firms in Bulgaria, we have the resources to consult the most complicated transactions, spanning over a number of jurisdictions.

“The cheap and relatively qualitative workforce is also taken into consideration. Finally, the existence of competent and trustworthy legal consultants, able to guide their clients through the maze of special laws and procedures makes investors’ life much easier.”

WHAT FACTORS HAVE CONTRIBUTED TO THE BULGARIAN ECONOMY GROWING A PREDICTED 2% GROWTH IN GDP BY THE END OF 2011?

PLEASE HIGHLIGHT THE KEY GROWTH SECTORS WITHIN YOUR ANSWER.

WHAT ARE THE PRIMARY CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY? HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS?

Due to unique expertise in public sector, we very often work for State bodies and municipal authorities and regularly receive legislative assignments by public institutions and private individuals.

“In contrast to its neighboring EU member states - Greece and Romania, Bulgaria will end 2011 with approximately 2 % of economic growth. One of the reasons for this success in times of crisis is strict fiscal discipline.

ACQUISITION INTERNATIONAL

“Commonly known problems such as corruption and longer administrative procedures burden the process of business making and still prevent the flood of foreign investments in Bulgaria. Top tier Bulgarian law firms shall have the tools to protect their clients’ businesses.

There is another challenge which although underestimated turned to be potentially very harmful to investors – the intensively changing legal framework. In the period July-December 2010 over 103 laws (entirely new or amendments of existing acts) and 808 subordinate acts have been adopted.

This tendency remained also in 2011.

Entirely new rules were introduced to regulate sectors such as construction and operation of renewable energy sources, fuel and gas trade, recycling, retail of goods etc. The businesses had to comply with new administrative requirements with short terms, expenses and high fines for non-compliance involved.

To tackle this new challenge we developed a proactive instead of re-active approach. We warn our clients for planned amendments which might affect their activity and thus win time to undertake appropriate measures. When damages are unavoidable however, our administrative law experts defend the clients’ interests in administrative courts, relying on national, European and International law against the detrimental legal act.”

Company: Eurolex Bulgaria Name: Andrey Delchev Email: office@eurolex.bg Web: www.eurolex.bg Address: Sofia 1124, 6 N. V. Gogol str., Bulgaria Telephone: +359 2 40 191 60

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SECTOR SPOTLIGHT: Latin American Series

DOING BUSINESS — In Brazil

Brazil was the last Latin American country to enter into recession and the first to exit it and according to the International Monetary Fund (IMF) it is the country’s strong microeconomic framework that has allowed the economy to adjust quickly to external shocks and weather the crisis better than many of the more advanced economies.

The latest figures released by the national statistics agency suggest that third-quarter GDP showed growth to be flat compared to the previous three month period and this has given rise to moderate concern by the Brazilian government and international markets; however many feel that another slowdown is essential to provide Brazil with an opportunity to address the issue of overheating and the country’s sky high interest rates.

Acquisition International speaks to Maria Cristina Longo Braga Silva, Luciana Felisbino and Alessandra El Kobbi Partner, Senior and Semisenior Associate of the Corporate Department at Machado Associados Advogados e Consultores “Over two decades of hard work, our team has grown and our practice areas have diversified. We currently rely on approximately 156 people, and work with the main areas of Business Law, representing both domestic and foreign companies of all sizes from a wide range of industries. Our growth has always been sustained and aligned with the needs of our clients; growing was never a goal by itself, but rather a natural consequence of our work. For us, having the best team is more important than having the largest one.”

MERGERS AND ACQUISITIONS ARE CURRENTLY BOOMING IN LATIN AMERICA, A TREND WHICH IS SET TO CONTINUE AT FULL SPEED. HOW DOES M&A ACTIVITY IN BRAZIL COMPARE WITH OTHER LATIN AMERICAN REGIONS AND DEVELOPED NATIONS? “Brazil presents itself today as a good competitor in Latin America for several reasons, amongst them: a great profitability, excellent cash positions, access to financing and high market capitalization.

Also, in comparison with other countries in Latin America, Brazil presents a much safer political environment. Investors are concerned of being exposed to political uncertainty and Brazil has been presenting itself as one of the most stable countries in the region.”

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO DO BUSINESS IN BRAZIL? WHAT ARE THE KEY BENEFITS AND CURRENT OPPORTUNITIES? “Factors such as a strong emerging markets (in special the growth of its middle class and the development of regions that are outside the big capitals of Brazil), economic and political stabilities (a safer political environment) and the development of dispute resolutions methods (such as arbitration)

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have been attracting international investors into Brazil.

Although the global amounts of M&A transactions have dropped down, specialists agree that M&A in Brazil is still going to grow, specially amongst Brazilian companies, these kind of transactions between local small and mid size companies already represent 42% of all M&A transactions in Brazil. Therefore, while Europe suffers with crisis, Brazilian companies can enjoy the growth of its internal market to expand its M&A business. One of the trends expected for M&A in Brazil is the growth of transactions between small and mid size local companies.

Another area that have been attracting international investors is the infrastructure area. Brazil´s infrastructure still is very poor and needs investments in all its areas, specially ports, airports and general transportation. Further there are several projects scheduled for Brazil that increase the interests to invest in this area, such as the 2014 World Cup, 2016 Olympics Games, the pre-salt oil reserves and government-backed Growth Acceleration Progam (Programa de Aceleração do Crescimento - PAC).”

HAS THE EUROZONE CRISIS AFFECTED THE BRAZILIAN ECONOMY? “Brazilian economy has been indirectly affected by the Eurozone crises due to the fact that several potential European investors stopped investing in Brazil once that in a crisis scenario the money available for new investments is the first one to be cut.

In a short-term, the Eurozone crisis affect Brazil because it had led to greater uncertainty from foreign investors due to fewer options being available and the increase of the volatility of the markets makes it more difficult to value the assets that are being purchased.

As a consequence of the crisis, Brazil will end the year of 2011 with 740 transactions which represent a drop down of 7% in relation to 2010, according to PWC.”

WHAT ARE YOUR PREDICTIONS REGARDING FOREIGN INVESTMENT IN BRAZIL OVER THE NEXT 12 MONTHS? “While M&A activity in Brazil will continue to be intense in the coming years, deals will increasingly feature small-and mid sized companies and the average ticket size will be smaller” That were some of the conclusions reached during the banking and finance panel held by Latin Lawyer in its second annual M&A Conference in São Paulo on December 6, 2011.

The long and mid-term prospects for Brazil in relation to foreign investments are very good due to the large-scale investments required for projects such as the 2014 World Cup, the 2016 Olympic Games, the pre-salt oil reserves as well as the governmentbacked Growth Acceleration Program (Programa de Aceleração do Crescimento - PAC).

The difficulties represented by the international crisis shall slow down the rhythm of M&A transactions.

However, according to report presented by Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais (Anbima) the crisis may become a factor of growth for developing countries.

Once that the crisis in the developed countries increase the interests of foreign companies and private equity funds to invest in Brazil, specially in areas such as IT, food, chemistry industry, banks and retail.

On the other side, the valorization of the Real (Brazilian national currency) and the slow activities of some markets make international assets more accessible to Brazilian companies, which will make Brazilian companies interests in acquiring foreign companies even bigger.

Finally, another factor that may contribute to the growth of business in 2012 is that with the international instability the market might be more closed to IPOs (Initial Public Offers in the stock exchange) and private equity funds might be a good source “for the exit of investors, once that the funds are all capitalized and looking for new opportunities.

In view of all of the above, as long as the Brazilian authorities perform their roles accordingly by investing in infrastructure and creating a good business environment for international investors, 2012 looks like a good year for Brazil to invest and be invested into.”

Company: Machado Associados Advogados e Consultores Name: Maria Cristina Longo Braga Silva, Luciana Felisbino and Alessandra El Kobbi Email: lfelisbino@machadoassociados.com.br Web: www.machadoassociados.com.br Address: Av. Brig Faria Lima, 1.656, 11º andar, São Paulo-SP, Brasil 01451-918 Telephone: + 55 (11) 3819-4855

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Mediation — The Future for Corporate Disputes

MEDIATION — The Future for Corporate Disputes As our global economies have become increasingly intertwined the number of international commercial disputes has mushroomed and in the wake of the global economic crisis these disputes are more complex than ever.

By now we’re all aware of the effectiveness of alternative methods of dispute resolution from both a cost and a time point of view, so why, out of the different alternatives choose mediation?

Acquisition International speaks to the experts.

Brian Speers is a Solicitor and Managing Partner of CMG Solicitors, Belfast. A pioneer of the use of mediation in Northern Ireland he has lectured and mediated internationally. These disputes include shareholder disputes, construction cases, professional negligence disputes and libel cases.

Even in cases which have not yet become disputes, a mediator can be useful in facilitating dialogue between parties who are not cooperating sufficiently in the interests of the business.

“A mediator can create a safe environment in which different and challenging ideas can be explored. I have recently chaired discussions within businesses considering succession planning and growth and export strategies.

In the Northern Ireland High Court there have been many recent Protocols and Practice Directions whereby parties are encouraged to use Court as a last resort and to exhaust resolution opportunities before cases are listed for hearing. In April 2011 the High Court rules were changed to enable the Court on its own motion or any party to request a stay of proceedings so that mediation can be used with a view to exploring the possibility of resolution. These rule changes were prompted by the coming into effect of the European Union Mediation Directive which applies to cross border disputes within the EU. Northern Ireland being the only part of the United Kingdom with a land boundary to another European member is uniquely positioned to refer disputes with a cross border element for mediation. The framework now exists within Court rules to enable that process to be implemented.

In addition to the European Directive the policy direction established by our Minister of Justice is clearly in favour of resolution outside the Courts

ACQUISITION INTERNATIONAL

rather than before the Courts. Government departments who have disputes have been asked to consider alternatives to going to Court. This is of course in part motivated by the potential cost savings of using mediation when compared to the costs of Court proceedings. It also reflects the fact that mediation can, in a small jurisdiction, preserve relations and create a business friendly environment.”

Kehinde Aina is a Managing Partner at Aina Blankson LP. With an experience spanning almost two decades in cross-continental mediation practice under different legal systems and a regional mediator for the World Bank Group in 10 African countries.

He has handled numerous commercial and noncommercial cases, and no less than 20 international mediation matters. Kehinde has also led consultancy teams on several initiatives and projects in the field of mediation.

SO HOW DO YOU ENCOURAGE PARTICIPATION AND THE IMPORTANCE OF INSERTING MEDIATION CLAUSES INTO CONTRACTS?

“Global downturn has created presssure on different sectors of the economy, resulting in new disputes which demand mediation intervention. There are new disputes emanating from the global downtdown.”

WHAT ARE YOUR PREDICTIONS FOR THE NEXT 12 MONTHS REGARDING THE USE OF MEDIATION OVER OTHER TYPES OF ADR IN YOUR JURISDICTION?

The use of mediation is going to increase as the impact of global down turn brings about fewer claims in arbitration and more claims in mediation.

“Generally through caucusing, but more specifically, through effective management of communication flow between parties; allowing or disallowing interruptions; encouraging and regulating the amount of discussions by all parties; interrupting and cutting off discussions in order to focus on the grounds of settlement.

Inserting mediation clauses into contracts prompts parties to consider a process which is voluntary and confidential that may not otherwise necessarily occur to them; it saves parties from a great deal of stress and anguish which make issues that are difficult more complicated; and introduces a specific process which gives the parties a clear framework for exploring different forms of resolution and settlement in a safe and objective way.”

Company: CMG Solicitors, Belfast Name: Brian Speers Email: brian.speers@cmgsolicitors.co.uk Web: www.cmgsolicitors.co.uk Address: 20 May Street Belfast, NNorthern Ireland, BT1 4NL, UK Telephone: 0044 2890234606

WHAT ARE THE PRIMARY LAWS OR REGULATIONS THAT GOVERN MEDIATION IN YOUR JURISDICTION? HAVE THERE BEEN ANY NOTABLE CHANGES IN REGULATIONS OVER THE LAST 12 MONTHS? “The Lagos Multi-Door Courthouse Law 2007, Arbitration and Reconciliation Act. With respect to changes in regulations over the last twelve months, there is the Court of Appeal Rules (establishing) Mediation Program).”

HOW HAS THE GLOBAL DOWNTURN IMPACTED BOTH THE TYPE AND THE VOLUME OF WORK IN YOUR JURISDICTION?

Company: Aina Blankson LP Name: Kehinde Aina Email: k.aina@ainablankson.com Web: www.ainablankson.com Address: 5/7 Ademola street, South-West Ikoyi, Lagos State, Nigeria Telephone: 08033477966

February 2012 /

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SECTOR SPOTLIGHT:

Doing Business in Switzerland

DOING BUSINESS — In Switzerland

Tetiana Bersheda is the founding Partner of Swiss firm Bersheda Avocats, based in Geneva. Tetiana speaks candidly to Acquisition International regarding Swiss taxation laws and the effects of the ever-changing financial landscape.

PLEASE DESCRIBE THE LEGAL REQUIREMENTS WHEN IT COMES TO SETTING UP A COMPANY IN SWITZERLAND? The two legal forms of companies most commonly used for business purposes in Switzerland are joint stock companies (AG in German or SA in French) and limited liability companies (GmbH in German or Sàrl in French). In order for both of these forms of companies to come into existence, the founders must proceed with incorporation by a public deed before a notary public, execute articles of the company and register the company on the register of companies.

In order to set up a joint stock company or a limited liability company, the founders have to choose a company name (which must be approved by the register of companies), provide a seat of the company in Switzerland and decide on the purpose of the company and the structure of the share capital. The incorporation takes place before a notary public although the notary’s office must not necessarily be located in the city or canton of the seat of the company.

The minimum nominal amount of capital for a joint stock company is CHF 100’000 and for a limited liability company it is CHF 20’000. At least half of the minimum nominal amount of capital must be paid in.

CAN YOU PLEASE DEFINE THE NATION’S TAXATION STRATEGY? HOW DOES THIS FACTOR INTO ATTRACTING OVERSEAS INVESTMENT? As a small, open economy, Switzerland relies on an attractive tax policy. The tax burden is also moderate by international standards. Switzerland’s tax policy serves to ensure tax receipts and strengthen the attractiveness of the country. The Federal Department of Finance and the entire Federal Council (Swiss Government) advocate tax competition within Switzerland as well as internationally. It is understood as an adjustment factor that spurs the state decision-makers to be economical with the financial resources entrusted to them. It forces the politicians and governments of competing locations to combine public services and the tax burden in an attractive manner. Attractive company taxation and double taxation treaties (DTTs) are important factors in this regard. DTTs with the most important economic partners are fundamental. The aim of DTTs is to alleviate double taxation at the international level.

In addition, the taxation of savings income agreement between Switzerland and the EU is a solution equivalent to the rules within the EU with which the protection of bank clients’ privacy is maintained. It is part of the second series of bilateral negotiations

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and entered into force on 1 July 2005. The core of the agreement is the introduction of a retention tax of 15% initially, with gradual increases to 20% (1 July 2008) and 35% (since 1 July 2011). The retention tax applies to all interest payments not subject to the Swiss anticipatory tax that are made by a paying agent located on Swiss territory - for instance a bank - to a natural person whose tax residence is an EU member country. Foreign interest recipients can choose between the retention tax and voluntary declaration to their tax authorities.

WHAT ARE THE LOGISTICS OF TRADING OFFSHORE AND WHAT MAKES SWITZERLAND STAND APART FROM OTHER OFFSHORE LOCATIONS? Swiss cantonal tax laws offer special tax regimes, which may be obtained provided that the conditions according to the tax harmonization law are met. Two tax regimes are typically prevalent in Switzerland and relevant internationally: the regime of qualifying holding companies and the regime of qualifying trading companies.

The holding company tax status is available to Swiss companies (or permanent establishments of a foreign company), whose primary purpose is according to the by-laws to hold and manage longterm equity investments in affiliated companies.

Furthermore, the company must pass an alternative asset or income test, whereby either two-thirds of the company’s assets must consist of substantial shareholdings or participations or two-thirds of total income of the company must consist of participation income (dividend income or capital gains) from such shareholdings and participations. In addition to tax privileges at the federal level a qualifying holding company is exempt from all cantonal/municipal income taxes with the exception of income from Swiss real estate which is subject to tax after deduction of typical mortgage expenditures on such real estate.

The «mixed trading company» tax status may apply to companies which are engaged in limited commercial business activity in Switzerland. As a general rule, at least 80 % of the income from commercial activities must derive from non-Swiss sources (i.e., a maximum of 20 % of income may be linked to Swiss sources). Many cantons additionally require that at least 80 % of costs must be related to activities undertaken abroad. If a company meets the above criteria, it may apply for tax treatment in accordance with the following rules: (i) Qualifying income from participations (including dividends, capital gains and revaluation gains) is exempt; (ii) Other income from Swiss sources is taxed at the normal rate; (iii) A portion of foreign source income is subject to cantonal/municipal income taxes depending on the degree of business activity carried

out in Switzerland; (iv) Expenditure that is justified for business purposes and is related economically to certain income and revenues is deductible; (v) Reduced capital tax rates are applicable.

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO SWITZERLAND? DOES YOUR JURISDICTION OFFER ANY INVESTMENT INCENTIVES? There are many factors that render Switzerland particularly attractive both for foreign companies and wealthy individuals, especially in the present-day world. Among these factors, one can mention the highly qualified labor market and the center of competence in Switzerland, a diverse and multicultural tradition, a highly reliable infrastructure, the high quality of life and the primary location in the centre of Europe.

The quality of life in Switzerland is clearly a key factor of its attractiveness, including in particular highquality homes and apartments, the availability of high-quality medical specialists, as well as renowned clinics and institutes using the most advanced medical technologies, Switzerland’s physical and cultural landscapes and of course Switzerland’s clear and stable political, legislative and administrative environment as well as the stable social environment.

Switzerland’s neutrality and stability create a safe place to do business.

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF M&A ACTIVITY IN SWITZERLAND? I anticipate that the current economic situation may prompt certain companies into restructuring, selling and acquiring business. Thus, I expect the M&A activity in Switzerland to remain stable or grow over the next 12 months.

Company: Bersheda Avocats Name: Tetiana Bersheda Email: tb@bersheda.com Web: www.bersheda.com Address: 15, rue Général Dufour, 1204 Geneva, Switzerland Telephone: + 41 22 322 40 80

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing Business in Switzerland

Three law professionals from meyerlustenberger, Switzerland, speak to Acquisition International about business in Switzerland, it’s taxation strategy and what attracts foreign investment to the country.

related to them) in the course of its incorporation or immediately after its incorporation or if such acquisition is intended within a short period of time after its incorporation.

Andrea Sieber is partner of the corporate finance team of meyerlustenberger. She specialises in national and international mergers and acquisitions, private equity and capital market transactions as well as national and international company reorganisations.

Daniel Schoch is partner of the corporate finance team of meyerlustenberger. He is specialized in national and international finance transactions and in banking, capital markets and stock exchange law.

David Brönimann is a tax expert with meyerlustenberger.

He specializes in international corporate tax law with a focus on mergers and acquisitions, strategic tax planning relating to intellectual property and financing activities as well as real estate taxation.

CAN YOU PLEASE DEFINE THE NATION’S TAXATION STRATEGY? HOW DOES THIS FACTOR INTO ATTRACTION OVERSEAS INVESTMENT?

PLEASE DESCRIBE THE LEGAL REQUIREMENTS WHEN IT COMES TO SETTING UP A COMPANY IN SWITZERLAND?

In general, a company in Switzerland is established in the form of a corporation (Aktiengesellschaft; AG).

A corporation provides for a fixed capital stock (share capital) equal to the aggregate nominal value of all shares issued and its liability is limited to its assets.

The shareholders are not personally liable for debts of the corporation. A corporation may be founded by one or more individuals or legal entities. Nominees may act as founders. In general, there are no restrictions under Swiss law as to the nationality or the domicile of the founders or the shareholders. However, special rules exist for real estate companies, which invest in residential real estates and for companies under specific supervisory regime such as banks, securities traders, et cetera. The statutory corporate bodies of a corporation are the shareholders’ meeting, the board of directors and the auditors (opting-out option for small-sized companies available under certain conditions).

The shareholders’ meeting is the supreme body of a corporation and has certain non-transferrable and non-delegable powers. The board of directors may consist of one or more members who are not necessarily shareholders. The corporation has to be represented by at least one person domiciled in Switzerland. If no person domiciled in Switzerland holds sole signature power, this so-called residential qualification must be fulfilled by multiple persons domiciled in Switzerland (at least two persons holding joint signature power by two). These persons may be members of the board or the management. The legal minimum capital for a corporation is CHF 100’000 (subject to specific legal requirements for companies running a business that needs specific authorisation, e.g. banks, security traders, fund managers of collective investment schemes).

There is no legal maximum. The share capital has to be contributed in cash to a blocked account at a bank in Switzerland or, in kind. A contribution in kind requires a written contribution agreement; a contribution of real estate requires a public deed. The founders have to record the type, actual condition and the adequacy of its valuation in a written report. A licensed audit expert has to review the founders’ report and to certify in writing that such report is complete and accurate. The contribution in kind must be disclosed in the articles of association and registered in the commercial register.

Similar requirements apply in case of an acquisition of assets by the corporation from shareholders (or parties

ACQUISITION INTERNATIONAL

Switzerland offers a very attractive tax regime with very cooperative and business-oriented authorities.

Advance tax rulings are issued within weeks (in urgent cases within days). The Swiss government monitors competitiveness of the Swiss tax system on an ongoing basis and many projects that would result in an even more favorable tax system are ongoing (e.g. abolishment of stamp duties, reduction in tax rates etc.). The overall strategy results in low tax rates and tax laws that offer international groups of companies extensive flexibility with regard to tax planning (no CFC-regulations, no withholding tax on interest and royalties, etc.).

WHAT ARE THE LOGISTICS OF TRADING OFFSHORE AND WHAT MAKES SWITZERLAND STAND APART FROM OTHER OFFSHORE LOCATIONS?

Switzerland is characterized by prosperity and stability.

Apart from having one of the highest per capita gross domestic products worldwide Switzerland has always been a stable country with inflation rates below 1% over the last few years and unemployment rates below 3%.

Its location in the centre of Europe, a favourable tax regime, the high standard of living and the low crime rate make Switzerland an attractive place to live and work for expatriates. The Swiss economy is one of the most competitive worldwide.

There are no restrictions on inbound or outbound capital flows and the bilateral treaties with the European Union, inter alia, guarantee the free movement of people. For skilled non-EU employees employers may obtain at short notice work permits. Businesses in Switzerland further benefit from a motivated and highly skilled workforce which, as a result of the multicultural society, is typically fluent in multiple foreign languages. Swiss labour law is characterized by its flexibility. In particular, employment agreements may be terminated without giving reason by respecting the contractual or, to the extent there is no contractual agreement between employee and employer, the statutory notice period which lasts, depending on the duration of the employment, between one and three months. In case of mass dismissals certain additional requirements apply. This flexible regime allows companies to quickly adjust their workforce in case of crises. Strikes are hardly seen in Switzerland due to the traditional partnership between employers and employees (which resulted for various sectors of the economy in collective bargaining agreements) and, finally, Swiss labour law does not provide – with a few exemptions – for minimum wages.

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO SWITZERLAND? DOES YOUR JURISDICTION OFFER ANY INVESTMENT INCENTIVES?

Switzerland has always been a preferred location for international companies. Besides the very competitive tax regime, many international groups choose Switzerland as their preferred location for the following reasons:

• Excellent general infrastructure • Public officials showing a high degree of flexibility and service-minded attitude • Very efficient banking system with worldwide connections • Excellent governmental and social stability including safety of residents • Flexible labor law • Continuously ranked world number 1 in the World Competitiveness Report published by the World Economic Forum.

The effective income tax rate for holding companies amounts to 7.83%. Dividend income is virtually tax exempt. Other attractive tax regimes for IP companies, financing and international trading activities as well as for principal companies are available that result in effective tax rates between 8 and 11%. Operating companies in other sectors pay income taxes at an overall effective tax rate of 12.6%-24%.

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF M&A ACTIVITY IN SWITZERLAND?

We expect M&A activity in Switzerland throughout 2012 to be modest. According to lately published Swiss market analysis, the unresolved political and financial issues in Europe, the overall uncertain macroeconomic conditions and the limited economic growth prospects are likely to cause further uncertainty in the market and consequently high volatility. Therefore, many companies are likely to wait for economic conditions to improve. In addition, banks are expected to reduce lending due to the turbulent market environment and recapitalization requirements for financial institutions and, thus, traditionally (highly) leveraged transactions of financial buyers are likely to remain rare in 2012.

Name: Andrea Sieber Email: a.sieber@ meyerlustenberger.ch Telephone: 044 396 9191

Name: Daniel Schoch Email: d.schoch@ meyerlustenberger.ch Telephone: 044 396 9191

Name: David Brönimann Email: d.bronimann@ meyerlustenberger.ch Telephone: 044 396 9191

Company: meyerlustenberger Web: www.meyerlustenberger.ch Address: Forchstrasse 452, Postfach 1432 CH-8032, Zurich

February 2012 /

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SECTOR SPOTLIGHT:

Transfer Pricing and it’s Impact on M&A Transactions

TRANSFER PRICING

— and it’s Impact on M&A Transactions

When approached in a traditional manner, i.e. at first via a solicitor, the cost of settling disputes, even through alternative methods such as arbitration and mediation, still remains high. In our on-going challenging economy these costs can be crippling to a business or individual and has at times meant that rather than pursuing a fight for justice, cases have simply been dropped.

Mergers and acquisitions raise a whole host of transfer pricing issues from tax regulatory issues and compliance aspects to having influence over evaluation and business structure. In M&A transactions, the interaction between transfer pricing and purchase accounting can play a critical role in determining the allocation of the purchase price among the target company’s tangible and intangible assets. Transfer pricing can also play an important role in selecting the financing structure of the proposed transaction. M&A deals can often provide opportunities to harmonize existing policies.

In developing consistency across the organization, a number of factors should be considered in determining which policies should be implemented.

It can be difficult enough for acquirers to extract value for their shareholders from transactions and is harder still when due account is not taken of transfer pricing issues. It is therefore of the upmost importance for such companies to seek advice from leading experts to advise them best in this way.

Acquisition International speaks to the experts…

Mike Patton is partner in the Los Angeles office of DLA Piper LLP. He talks to us about Transfer Pricing and its affect on M&A.

opportunities to adopt best practices from each of the predecessors. When transfer pricing results are linked to performance management it is vital to ensure that the transfer pricing system incentivizes the proper behavior. In this vein, care needs to be taken in using cost plus transfer pricing when cost cutting is a critical management goal.

Much tax and transfer pricing planning revolves around the ownership or exploitation of different classes of intangible property or the residual purchase price classified as goodwill. Increasingly, tax authorities, including IRS, are looking to the purchase price allocation performed at the time of an acquisition as a basis for determining not only the value of particular classes of assets but also where future profits are expected to be taxed. In the US, the most contentious tax issues focus on ownership and exploitation of valuable IP, especially technology or brand related IP used by a foreign affiliate located in a low tax jurisdiction. Prevailing against IRS challenges requires gathering evidence to demonstrate that the tax benefits claimed are consistent with the economic functions performed, risks undertaken and business substance of the transactions- that is, consistent with arm’s length results.”

items of local transfer pricing regulations that may depart from conventional OECD Transfer Pricing Guidelines. For example, the tested party must be the local entity. In addition, the use of an interquartile range is mandatory when there are two or more statistical observations, having the interquartile range a specific calculation procedure. Unless there is evidence to the contrary, the market price must be used for tangible goods transactions with both related and independent parties where there is an international price in a transparent market.

There exists also a special “commodity-rule”, triggered in presence of intermediary companies, in which the price at the date of shipment should be considered. This method involves transactions with grains, oleaginous products, other soil products, oil and gas and in general all goods with well-known prices in transparent markets. The Tax Authority has the power to limit the application of this method or extend it to other transactions under certain circumstances. Transfer Pricing issues in M&A activity always contain risks and opportunities. Early Transfer Pricing analysis can permit the new business to integrate its business plans, balancing previous policies and surviving company Transfer Pricing rules. Factors like the profile of non operating losses in each legal entity, expected cash flows from foreign operations, projected leverage for the transaction and eventual existence of internal comparables should be taken into account when determining which Transfer Pricing policies should be implemented. An active field for Transfer Pricing planning in case of M&A activity is intangibles migration. Among others, the following issues should be considered regarding intellectual property matters:

“We take a holistic approach to transfer pricing issues that combines quantitative (economic) analysis with a critical analysis of controversy risk and potential financial rewards through tax planning. The US has the most extensive body of published transfer pricing guidance of any country in the form of regulations, rulings and case law, yet many areas of transfer pricing remain unsettled, especially with regard to exploitation of intangible property rights.

Post tax examination procedures for contesting administratively or for litigating transfer pricing issues are also more firmly established, and used more frequently, than in most other jurisdictions.

In addition, the IRS take a more quantitative, profit based, approach to transfer pricing issues compared to tax authorities in other jurisdictions.

Milton Gonzalez Malla is a Senior Manager, and Carlos Casanovas is the Partner in charge. Both men work in the International Tax Services and Transfer Pricing division of Pistrelli, Henry Martin y Asociados SRL, the member firm of Ernst & Young Global, in Argentina. Together they explain the firm’s Transfer Pricing strategy and how its services are superior to those of its competitors.

We can summarise our expertise by saying ‘exceptional client service’

• Difference between the economic and legal ownership of intellectual property; • Tax, legal and accounting restrictions on intellectual property migration; and • Existing license agreements with third parties, that the buyer may have to execute.

Having well documented and defined transfer pricing policies is crucial, especially with regard to beneficial ownership (for tax purposes) of business critical IP. For example, a promising technology may have been developed by a start-up through the joint efforts of personnel in the US and Singapore.

Whether a US affiliate or Singapore affiliate is treated as the tax owner of the IP will have a significant effect on after tax cash flows available to a prospective purchaser of the start-up. Many companies use transfer pricing results for management purposes as well as tax reporting. When two companies with different transfer pricing systems merge, there are

“We are one of the world’s most globally coordinated tax practices, with a network of 28,000 professionals in more than 120 countries dedicated to setting the standard for exceptional client service. Our Tax practice is organized across geographic areas and business lines to deliver services seamlessly to our clients. The Tax practice is as well fully integrated with the M&A practice. This network, connected on line across regions and service lines, enables us to render world-class services on time, regardless the place or the moment a deal is closed. In general, local transfer pricing rules follow OECD Transfer Pricing Guidelines. Nevertheless, there are some particular

Finally, when it comes to Argentina it should be taken into account the fact that there is no Advance Pricing Agreement program in Argentine Transfer Pricing regulations.

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Transfer pricing also plays an important role when it comes to analyzing alternative financing structures.

Particularly in the case of highly leveraged transactions, it could happen that the acquirer assumes significant debt in order to finance the deal.

In these cases, once the transaction is closed the acquirer requires enough cash flow to meet its debt obligations. Traditionally there had been two ways

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Transfer Pricing and it’s Impact on M&A Transactions

to match earnings with cash needed to service debt.

The first is to push down debt to the affiliates. The second is to design a Transfer Pricing policy that nurtures acquirer with necessary resources for debt servicing. In both alternatives transfer pricing has important issues to address. In general, any decision regarding the financing structure of a proposed transaction should fit in the global transfer pricing policy of the surviving company. For example: there

Company: DLA Piper LLP (US) Name: Michael F. Patton Email: mike.patton@dlapiper.com Web: www.dlapiper.com Address: 2000 Ave. of the Stars, Los Angeles, CA 90067-4704 Telephone: +1-310-595-3199

CASE STUDY: ABEL ADVISORY Joost Lagerberg and Frank Schwarte are both partners of Abel Advisory, a consultancy boutique specialized in transfer pricing, fiscal-economic analyses and the innovation box (a Dutch tax facility that reduces the tax burden on profits created by innovation). Abel Advisory’s consultants all gained ample professional experience with Big Four accountancy firms, a large law firm and/or the Dutch tax authorities. “We take pride in our pragmatic approach combined with swift turnarounds, making dealing with Abel Advisory a pleasant way to settle transfer pricing challenges efficiently.”

WHAT TRANSFER PRICING GUIDELINES DOES YOUR JURISDICTION FOLLOW? CAN YOU PLEASE EXPLAIN WHAT YOUR JURISDICTION DOES DIFFERENTLY WITHIN YOUR ANSWER? “The Dutch tax authorities (DTA) adhere to the transfer pricing as set by the OECD. As the Netherlands has signed many treaties for the avoidance of double taxation with over 90 countries, it is renowned for its knowledgeable advisors and tax inspectors. Furthermore, the Dutch tax authorities conduct a well-developed tax ruling practice: it is generally possible to conclude an agreement with the Dutch tax authorities, on the basis of which 100% certainty can be obtained (in advance) on the Dutch tax pricing of a particular transaction (APA). It is also possible to obtain an advance tax ruling for the tax treatment of a certain structure.”

ACQUISITION INTERNATIONAL

could be no room to push down significant debt to a contract manufacturer or a limited risk distributor.

In particular, it should be considered that Argentina has specific rules regarding intercompany loans.

Besides compliance with debt to equity ratios established by Income Tax Law, any intercompany loan should have a valid business purpose and meet arm’s length conditions (interest rate, guarantees, etc.). A reasonable maturity and ability to repay

Company: EY Buenos Aires - Argentina Name: Milton González Malla Email: milton.gonzalez-malla@ar.ey.com Web: www.ey.com/ar Address: 25 de Mayo 487 – Buenos Aires – (1001) Argentina Telephone: (54-11) 4318-1602

WHY DOES THE INTERACTION BETWEEN TRANSFER PRICING AND PURCHASE ACCOUNTING PLAY SUCH A CRITICAL ROLE IN DETERMINING THE ALLOCATION OF THE PURCHASE PRICE? “How the purchase price for an acquisition is allocated between the various entities bought, and within those entities to the individual assets, has a direct relation with transfer pricing policies applied. High-value entities shall typically be the entrepreneurs of the group (the residual-profit owners). Companies with lots of IPvalue should in the transfer pricing analysis be observed as performing IP-related functions and managing and assuming IP-related risks.

the principal are required, in order to avoid debt versus equity controversy and/or interest deduction challenges. We strive to transform any challenges in opportunities. In general M&A activities provide excellent opportunities to reconsider historical Transfer Pricing positions that may be outdated, or very aggressive, or simply not feasible Transfer Pricing policy in the context of the new business model.”

Company: EY Buenos Aires - Argentina Name: Carlos Casanovas Email: carlos.casanovas@ar.ey.com Web: www.ey.com/ar Address: 25 de Mayo 487 – Buenos Aires – (1001) Argentina Telephone: (54-11) 4318-1619

HOW CAN THE WORK YOU DO ASSIST ACQUIRERS IN EXTRACTING VALUE FOR THEIR SHAREHOLDERS? “We can help design a TP-policy that will be practical to maintain, and withstand a critical review from a tax authority. For most companies, taxes are among the largest items reducing profits, and we can help companies reduce their tax burdens.

Our practice is not focused only on traditional TP like goods, services and IP; we also have ample experience and expertise in the financing area.”

On the other side of the spectrum, low-risk routine entities should typically not be awarded high values for IP and goodwill in a PPA. As PPA is something that affects seller and buyer, the tax authorities are typically very interested to see the results of PPA analysis, and try to use these results to evaluate TP-policies.”

HOW CAN TRANSFER PRICING AFFECT THE FINANCING STRUCTURE OF A PROPOSED TRANSACTION? AND HOW DOES THIS IMPACT THE BUSINESS STRUCTURE OF THE COMPANY? “We have noticed a strong tendency of fiscal authorities getting stricter more and more. E.g. the tax authorities in Luxembourg, which used to be preferred route for structured finance transactions. However, even the Luxembourg tax laws now contain transfer pricing regulations, and since this year we have seen the Luxembourg tax authorities enforcing these rules stringently.”

Name: Joost Lagerberg Email: frank.schwarte@abel-advisory.nl Telephone: +31 (0) 20 737 00 38 Name: Frank Schwarte Email: joost.lagerberg@abel-advisory.nl Telephone: +31 (0) 20 737 00 38 Company: Abel Advisory BV Web: www.abel-advisory.com Address: Jacob van Lennepkade 334a, Amsterdam

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SECTOR SPOTLIGHT: Employment Law

EMPLOYMENT LAW

— Issues in Cross Border Transactions

In any merger or acquisition, especially in cross-border deals, human resources and employment law compliance have become increasingly vital. Although such issues will never lie at the heart of the international M&A process, they can prove perplexing over the course of a cross-border deal, from due diligence and acquisition-agreement drafting through closing and post-merger integration.

The significance of HR and employment issues is likely to vary depending on the specifics of each deal but are often somewhat more complex in crossborder transactions. It is important for prospective purchasers and vendors to address employment law considerations at the earliest opportunity in order to minimise further expense or delay further down the line. Acquisition International speaks to Caterina Rucci Partner, co-Head of Employment at Bird & Bird Italy.

“Bird & Bird handles all aspects of employment law, both contentious and non-contentious, and we cover Italian and International matters. We advise on employment contracts, senior executives contracts, restrictive covenants and termination. As far as collective procedures are concerned we assist clients and participate to negotiations on their behalf during the information and consultation procedures related to transfers of undertakings and to collective redundancies.

We also have a very peculiar specialization: we challenge for our clients the fake sickness cases, a quite regular result of any negotiation starts for a termination, especially related to senior executives.

The latter, in fact, enjoy 12 months paid sickness leave, entirely at the employer’s cost: for this reason companies have often to face this problem, and to accept an undue pressure from the executive due to his/her sickness leave. We check the situation according to certain parameters and often advise and then carry out a full challenge of the fake sickness, normally with great success.

The Italian employment law department was founded in 2003 by me. And since then developed it to its current size including 2 partners and 6 associates.

I would say that we differentiate for the ability to respond accurately and fast to our international clients, also given the excellent support we all give and receive from our International Employment Group which meets 4 times a year and has regular monthly phone calls. This enables us to offer a very good and high level assistance, since any of our employment lawyers also knows the basics of different legal systems.

This makes our approach better with foreign clients when we need to highlight the differences of our system. In addition, I would say that, having dealt

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with employment law issues for more than 20 years, I am really able to understand and - in most cases - even to anticipate what will happen in a certain situation”

HOW CAN YOU AND YOUR TEAM ASSIST PROSPECTIVE ACQUIRERS IN OVERCOMING EMPLOYMENT LAW ISSUES THROUGH EACH STAGE OF A CROSS BORDER TRANSACTION?

CATERINA, CAN YOU PLEASE DEFINE THE KEY EMPLOYMENT LAWS IMPLEMENTED WITHIN YOUR JURISDICTION? AND EXPLAIN THE COMPLEXITIES OF SIMULTANEOUSLY ADDRESSING MULTIPLE COUNTRIES’ EMPLOYMENT LAWS?

“The team assists leading international companies in human resources management, from hiring and disciplinary procedures, to compensation, individual and collective dismissal, assistance in litigation and arbitration on the above matters. The team also assists on trade unions negotiation and industrial relations in connection with transfer of undertakings and collective redundancies, social insurance litigation and arbitration, as well as due diligence investigation.”

“The most important laws and rules in Italy are related to dismissals (individual and collective) and to collective procedures (required for collective redundancies and transfers of undertaking).

Once you have a clear idea of more than one legal system, things are less complex than expected: of course, you have to timely coordinate different terms in an international mass redundancy, but at same time you are familiar with different legal frameworks and this is an enrichment for your legal culture and for the kind of advice we are able to give to our clients.”

WHAT ARE THE KEY BENEFITS OF HAVING AN EMPLOYMENT LAW EXPERT ON THE DEAL TEAM? “As employment law is - in Italy especially - a quite complex discipline which requires great experience an employment law expert is fundamental, for example, in order to make sure that employment contracts have been drafted correctly, as well as the exact fulfillment of all the payments due to social security authorities: mistakes or deliberate failure in complying with the law can generate huge economic liabilities for an acquiring company, as an example.”

CATERINA, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS REGARDING EMPLOYMENT LAW IN CROSS BORDER M&A WITHIN YOUR JURISDICTION?

We expect very soon relevant changes in the termination rules, as well as in the type of employment contracts that can be signed (currently 46). This may affect in a relevant way any cross-border M&A, in which Italy may be involved.

WHY HAS HUMAN RESOURCES AND EMPLOYMENT LAW COMPLIANCE BECOME INCREASINGLY VITAL IN CROSS BORDER M&A? “Employment law, especially in Italy, provides for guarantees which are not applicable in other countries such as, for example, the possibility for employees to be reinstated in their old job in case of unfair dismissal, or the necessary procedures of information and consultation with the unions, which can jeopardize the result of a transaction if not carried out.”

Company: Bird&Bird LLP Milano Name: Caterina Rucci Email: caterina.rucci@twobirds.com Web: www.twobirds.com Address: via Borgnogna 8, 20122 Milano Telephone: +39 02 30356000

ACQUISITION INTERNATIONAL

Undoubtedly 2011 has been another tough year for law firms across the globe, with many still facing the real prospect of having to take out further cost to survive and a number of high profile domestic and international mergers being driven by the stability consolidated turnover brings. However, it’s not been all doom and gloom, and there have been a number of notable exceptions: both on a regional and specialist basis.

Define your services, understand your markets, be consistent and believe in what you are offering.

Graham Walters / Civitas Law

The firm’s culture values hard work and team synergies and our team’s attorneys pool their skills and support each other to achieve excellence in every task undertaken.

Souraya Machnouk / Abou Jaoude & Associates Law Firm

We stand out because of our sound legal education and because we are personally committed to the needs of each client.

Miguel Ronceros / Delmar Ugarte Abogados

Teamwork is a critical to the success of any practises. It is not possible to do something if you do not have a strong team and confidence in the people you work with.

Igor Popa / POPA & ASOCIATES

AWARDS:

Welsh Chambers of the Year 2011

A PLANNED TRIUMPH

— Welsh Chambers of the Year 2011

Graham Walters is a barrister and Head of the Public, Planning & Regulatory Group at Civitas Law firm. Having recently been awarded Welsh Chambers of the Year by our readers Graham reveals that this is not the only accolade which adorns the ‘barristers’ chambers’ trophy cabinet.

Graham Walters

Civitas Law is the first specialist civil and public law set in Wales, yet operating across England and Wales. It also houses a full service Dispute Resolution Division which is often called upon by clients and those in the private sector for commercial, planning and contract disputes.

Graham Walters fills us in on a little Civitas history.

“The set was established in 2008 in early recognition that the Bar needed to reflect on the needs of a changing legal sector and its solicitor clients. Since then, Civitas has gone from strength to strength and is regarded as a ‘leading public law, planning and regulatory set’ (Chambers UK Guide 2011) and the expansion of regulatory functions has been readily embraced by practitioners.”

All members of Civitas are recognised specialists in their field and the public planning & regulatory Group consist of highly regarded experts that have a proven understanding of where Welsh law (in planning) is distinct from that of English. Graham Walters explains how it feels to have been awarded the prestigious title of Welsh Chambers of the Year, as voted by readers of Acquisition International magazine for 2011. “Incredibly proud,” he laughs.

“2011 has been a significant year for chambers in terms of recognition nationally.”

Graham goes on to explain that Civitas has achieved higher accolades recently: “We were the first Welsh

ACQUISITION INTERNATIONAL

set to have been short-listed for Regional Set of the Year at the renowned Bar Awards 2011, run by Chambers & Partners. This is a reaffirming mark of the strategy chambers has taken to meet clients’ needs and expectations. We are also delighted to be amongst other worthy winners past and present.”

chamber competition and also the realisation of the need to be more commercial and move away from the protection of life behind the mahogany desk. We anticipated this change and created Civitas Law on a commercially-minded basis that fits in with our clients’ expectations.

So what does Graham, and the team at Civitas, owe their success to?

We have one of the first fully functioning paperless chambers with hot-desking facilities that the Bar Council’s Bar Mark assessor had ever seen. Not only has this enabled us to concentrate on providing topof-the-range front of house facilities for clients in Wales and England, it has enabled us to be totally flexible with clients, wherever they are based.”

Civitas certainly knows its stuff, and Graham is keen to share his words of wisdom with others.

It can be safely said that, as well as the legal expertise that should really be a given as far as clients are concerned, the consistent Define your services, and dedicated approach by understand your markets, the support staff in chambers be consistent and believe in is also responsible for a what you are offering. successful instruction.

The knowledge, skill and support of our clerking team, matched by the sector awareness and client services from the Business Development Manager have been invaluable assets in the achievement of this award.”

It seems, particularly in this unsteady economic climate, that client care is of utmost importance to Civitas ensure continued success, and Graham highlights the company’s other key objectives as being delivering outstanding legal services and creating an attractive and prosperous set of chambers for existing members, pupils and potential new tenants.

“We’re often asked to speak about our ‘benchmark’ successes to our peers and to clients, which we see as another gauge to our success and performance.

It also helps us to measure our ability to deliver on our vision for accessible, specialist and tailor-made services.” The legal sector is often known to bristle against change but there can be positive movements towards new models and revised management structures, as Graham points out.

“For the Bar, as well as for solicitors, there will be a drop-off in numbers reflected in the loss of work due to legal aid cuts, a wave of specialist and merged

he enthuses. “Service providers of any kind need to be fully engaged and on-message as a company to ensure proper delivery for clients and if you receive recognition for that in terms of an award, then even better!”

WELSH CHAMBERS OF THE YEAR 2011

“We were the first Welsh set to have been short-listed for Regional Set of the Year at the renowned Bar Awards 2011, run by Chambers & Partners.”

Company: Civitas Law Name: Graham Walters Email: clerks@civitaslaw.com Web: www.civitaslaw.com Address: Global Reach, Celtic Gateway Cardiff Bay, CF11 0SN Telephone: 0845 0713 007

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AWARDS:

Lebanese Franchise Law Firm of the Year

LEBANESE FRANCHISE — Law Firm of the Year 2011

Souraya Machnouk, a Partner at Abou Jaoude & Associates Law Firm, a regional Law Firm based in Lebanon, speaks about the economic climate and what it was like to be awarded Lebanese Franchise Law Firm of the Year.

Beirut / Lebanon

“The team’s practice is centred on corporate law in general with extensive knowledge of franchising,” explains Souraya.

“The firm represents major international and regional franchise clients operating in a wide variety of industries.

The firm’s expert attorneys have experience in every type of arrangement utilized in international franchising and its supporting documentation, including direct licensing, area (or multi-unit) franchises, sub-franchise (or master franchise) arrangements, conversion franchises, niche (or alternative location or channel) franchises, joint ventures, and any combination of these approaches, thus enabling them to provide comprehensive advice and anticipate relevant issues.

“The firm counsels companies on evolving their business into a franchise and on market entry strategies by recommending and implementing efficient legal and tax structures to serve as a base for the launch of the franchise and its expansion. The firm handles the drafting of all the legal franchise documents and advises on the protection and enhancement of the franchise’s intellectual property capital locally and internationally.” Recently, Abou Jaoude & Associates was voted Lebanese Franchise Law Firm of the Year 2011 by Acquisition International readers, and Souraya shares how it felt to receive such a prestigious accolade. We were

ACQUISITION INTERNATIONAL

very honoured to win in this category. It is a true testament of our firm’s commitment to delivering quality services with added-value in an aim of always exceeding its clients’ expectations.

The award is recognition of Abou Jaoude and its team’s successes in the transactional market in what have been very difficult economic conditions.

Souraya continues to explain how she and the firm have both had to adapt in terms of deal generation and project management.

“Lebanon’s resilience to the recent financial crisis combined with the firm’s efficient risk segregation policy reflected in a capped client exposure have resulted in the firm’s business being unaffected by the difficult economic market conditions,” she explains.

The firm’s culture values hard work and team synergies and our attorneys pool their skills and support each other to achieve excellence in every task undertaken.

Souraya also has information on how she and the rest of the firm keep abreast of ever-changing technology in this unstable climate. “We plan to continue honing our skills and knowledge in the evolving field of franchising by attending training programs, seminars and conferences around the world to keep up to date with all the developments.”

And what does Abou Jaoude & Associates have

planned for the future to ensure they keep on being successful? Souraya has the answer.

An in-depth specialisation and a sharp understanding of the commercial as well as the legal aspect of clients’ businesses is important. As well as the ability to tackle any challenge using fast and innovative solutions.

LEBANESE FRANCHISE LAW FIRM OF THE YEAR 2011 “The firm represents major international and regional franchise clients operating in a wide variety of industries.”

Company: Abou Jaoude & Associates Law Firm Name: Souraya Machnouk Email: s.machnouk@ajalawfirm.com Web: www.ajalawfirm.com Address: OMT Bldg., 266 Sami El Solh Ave., P.O.Box 116-5079, Beirut Museum 1106-2010, Beirut, Lebanon Telephone: +9611395555

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AWARDS:

Peruvian Project Finance Law Firm of the Year

PERUVIAN PROJECT FINANCE — Law Firm of the Year 2011

Miguel Ronceros is partner at Delmar Ugarte Abogados, a general practice law firm in Peru. But despite much of the world still being in a state of economic crisis, project finance is growing in Latin America and Peru is emerging as a hotspot for investment. from traditional firms, not only our office is located in a bohemian district of Lima, our lawyers are given a lot of flexibility, are constantly motivated and most important of all, they can do a partnership track with us.

as it combines lawyers from the public and the private sectors whom have worked representing different stakeholders associated to the development of a project (government agencies, regulators, financiers, sponsors, construction companies, operators).

The prize is not the result of a specific objective, but of constant teamwork, which achieved an efficiency reflected in the trust of clients who entrust us major operations.”

This combination gives us an overall perspective of project development which no other local team has.”

In a transactional market which is plagued by difficult economic times, certain adaptations have been needed to ensure continued success. However, Latin America seems to be emerging as an investment hot spot.

Miguel Ronceros

“We have a particular expertise in the areas of Mergers and Acquisitions; Foreign Investment; Infrastructure; Public Procurement and Project Finance,” Ronceros explains.

“In the area of project development, our Firm has advised sponsors, operators, construction companies, regulatory agencies, multilateral agencies, export credit agencies, lenders in general and the Peruvian Government, in the design, development and financing of projects in different sectors, including airports, toll-roads, ports, railroads, oil and gas, mining, electricity, telecommunications and water treatment.”

Recently, Delmar won the accolade of Peruvian Project Finance Law Firm of the Year 2011, as voted by readers of Acquisition International. Ronceros comments on how receiving this award is recognition of the hard work put into the firm.

“It gave me the satisfaction of being rewarded for so many endless working hours spend by my team in aiming towards closing successful deals,” he enthuses. “Our main purpose is to please our clients but recognitions like this certainly encourage us to continue putting a lot of effort towards making of our team the top project finance practice in the country.

A happy team is a productive team. That is why we created a friendly workplace for them in comparison to other firms. We are a unique law firm very different

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“While the crisis has expanded globally, Peru has continued growing economically and is becoming one of the most robust economies in Latin America,” Ronceros explains. “This continued growth is making of Peru an attractive place to invest and thus is helping in our efforts for deal generation.

If in addition we consider the still huge infrastructure gap in Peru and the aim of the Government of generating projects to reduce such gap, we envisage that Project Finance transactions will be mainly used in the infrastructure sector and so we have formed a practice group with a particular expertise in the financing of infrastructure.”

Despite things looking up in Latin America, there is no time to sit back and relax and Delmar’s constant striving for differentiation in the market place is certainly paying off.

“We stand out because of our sound legal education and because we are personally committed to the needs of each client,” Ronceros enthuses.

We are young, proactive, dynamic and work under international standards of work, all our Partners have had an international academic and professional experience and our project finance practice is unique,

Ronceros is more than optimistic about the future and predict more growth for the country and also for Delmar.

“While it is true that we are facing a crisis right now the Peruvian economy, thankfully, is in a unique situation with an economy boosting and growing on a steady pace during the last eight years. Peru is now a great place for doing business.

Here at Delmar, we are always looking for talented attorneys. We are currently in a period of sustained growth, despite our short stay in the market.

Even though we are growing step by step it is also true that we have doubled our size if we compared our situation in 2009 and I believe that we will continue growing. Our main goal, however, is not to position ourselves as the largest Law Firm in the Country, but the best in terms of quality.”

PERUVIAN PROJECT FINANCE LAW FIRM OF THE YEAR 2011 “We stand out because of our sound legal education and because we are personally committed to the needs of each client.”

Company: Delmar Ugarte Abogados Name: Miguel Ronceros

ACQUISITION INTERNATIONAL

AWARDS:

Moldovan Corporate Law Firm of the Year

MOLDOVAN CORPORATE — Law Firm of the Year 2011

Igor Popa is Managing Partner of Popa & Associates, based in Moldova. He talks to Acquisition International about the economic climate in Moldova and how it felt to clinch a much sought-after accolade.

Popa & Associates is a law firm based in Chrisinau in the republic of Moldova. For more than 15 years, the company has been providing quality personalised financial guidance to individuals, business, nonprofit organisations and financial institutions.

Popa & Associates’s Popa & Asociatii’s expertise ranges from Tax law, Merger & Acquisitions, Privatization and Banking & Finance. Igor Popa begins by describing how it feels to have been awarded the prestigious Moldovan Corporate Law Firm of the Year Award.

I am extremely proud that we received this kind of recognition and support for what we do. It is truly a very nice feeling. On the other hand, this creates a big responsibility for all our team in order to maintain the same position for next year.

The award is recognition of all the hard work that Igor and his team, including Anatolie Hotineanu, Ilona Nicula and Cristina Bancu, have put into the firm.

“There are just a few factors that contribute to the final outcome of a project and which will determine the ultimate success of it, whether it is large or small, simple or complex,” enthuses Igor. “These factors can be broadly broken down into 5 areas: strategic planning, developing the product, marketing, support and people who make the team.

“Strategic planning is very important in developing an effective marketing plan for your business, despite a very difficult economic condition. A project manager’s prime task is managing a project to success. So, we have really been focused on building a team that strives to be the best in the practise area and that is filled with people who work well together for our clients.

“By ensuring that the responsibilities for project management and business change are well assigned in a project there is an increased chance of success.

ACQUISITION INTERNATIONAL

We really concentrate on how to achieve the best results for our clients and we are particularly driven to making sure we always produce the highestquality work.”

“Teamwork is a critical to the success of any practises. It is not possible to do something (in our case: extremely complicated and with a high level of pressure), if you do not have a strong team and confidence in the people you work with. Each member of the team has to be able to perform the task given at the highest level and consistently produce the very best results. Also, the company should have a positive atmosphere for individual development and self-realization, favouring the professional, motivated and united team forming.

Expediting our clients’ interests, we combine efforts of the talented employers, obtaining healthy ambitions and separating company’s aims.”

Despite having a fantastic team of people who really pull together to ensure the firm is successful, it is impossible to shield the company from the turbulent economic crisis that has swept the globe and been felt worldwide.

“I believe that one of the largest problems we are facing today is the lack of national law sources compared with other world countries and of course the fear of foreign investors to come on the market of Moldova,” says Igor.

“In this year our government has gone through a period of crisis, and it may have looked as if companies were doing nothing, but the presentations we received demonstrate that they were working hard. I hope that in the future this situation will normalise and fear will disappear of foreign investors to invest in Moldova.”

Adapting to change and the challenges it brings is key in a situation such as this for the survival of the firm.

“If we cultivate the habit of doing this deliberately, our desire for service will steadily grow stronger,” says Igor determinedly. “This will make not only our own happiness, but that of the world at large.”

Differentiation, Igor tells us, also plays a huge part in Popa Associates and is what helps the company to win business time and time again.

“We try to differentiate ourselves from the competitor by providing legal advice and assistance to the highest standard of competence and integrity and also taking into consideration that every client is unique and their case is also unique, needing special goals, resources, culture, personnel, and having

different problems which we must find the solutions to.

In spite of this uniqueness, we are all united by the common idea – willing to be the best. That can be part of your competitive advantage. Our intentions and actions in business are clear and honest.

The exact analysis and optimal decisions choice precede the important decisions making. We never refuse consequences of made decisions and we are completely responsible for them.”

It seems that Igor and the team have got it right and their customer first focus should stand them in great stead for the future.

“Always try to do the best work you possibly can for your client if at first time it seems impossible,” Igor adds. “Your clients will appreciate it.”

MOLDOVAN CORPORATE LAW FIRM OF THE YEAR “Strategic planning is very important in developing an effective marketing plan for your business.”

Company: POPA & ASOCIATES Name: Igor Popa Email: igor@popa.md Web: www.popa.md Address: 77 Vlaicu Pircalab Street, City of Chisinau, Republic of Moldova Telephone: (+ 373 22) 22 40 11

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ADVISER MAP:

Contacts from around The World

ADVISER MAP

— Contacts from around The World DOING BUSINESS IN COLOMBIA NAME: Dario Duran COMPANY: Altra Investments Inc. TELEPHONE: (571) 3252440 EMAIL: spolo@altrainv.com ADDRESS: 7 # 71 - 52 Torre A, Of. 901 Bogota, Colombia

INTERNATIONAL TRADE: THE COMPLEXITIES OF TRADING GLOBALLY: EXCLUSIVITY BY REGION: HUNGARY NAME: Dr. Katalin Szamosi COMPANY: SBGK Patent and Law Offices TELEPHONE: +36 1 461 1000 EMAIL: szamosi@sbgk.hu WEB: www.sbgk.hu ADDRESS: Andrássy út 113. H-1062 Budapest, Hungary

DOING BUSINESS IN BRAZIL NAME: Juliana Andrade COMPANY: Felsberg E Associados TELEPHONE: (11) 3141-9126 EMAIL: julianaandrade@felsberg.com.br ADDRESS: Av. Paulista 1294, 2º andar São Paulo, SP 01310-915

DOING BUSINESS IN UKRAINE NAME: Piret Haahr COMPANY: DP Lvivtex EMAIL: ph@ph@lvivtex.com.ua WEB: www.lvivtex.com.ua

DOING BUSINESS IN BRAZIL NAME: Mahmoud Lubbad COMPANY: Lubbad Advogados Associados TELEPHONE: +55(85)4008.6444 EMAIL: jmlubbad@lubbad.com.br ADDRESS: Street Tibúrcio Cavalcante nº 1.327, Aldeota, Fortaleza, Ceará, Brazil

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ACQUISITION INTERNATIONAL

DEAL DIARY: Deal Index

DEAL DIARY — Deal Index 71

IBA AND SK CAPITAL PARTNERS CREATE IBA MOLECULAR IMAGING

78

NOVELIS INC ACQUISITION OF OUTSTANDING MINORITY INTEREST IN ITS KOREAN SUBSIDIARY

72

QATAR FIRST INVESTMENT BANK (QFIB) ACQUISITION OF A 15% STAKE IN AL RIFAI INTERNATIONAL HOLDING

78

MAC STATION TECHNOLOGIES INC SHARES ACQUIRED

72

SIKA AG ACQUIRES ITALCEMENTI GROUP

78

CSL DUALCOM £32 MILLION MANAGEMENT BUY OUT

72

CARL ZEISS ACQUISITION OF BROCK & MICHELSEN

79

CORE MEDIA GROUP ACQUISITION OF MEDIAWORKS

73

ASPEN HEALTHCARE ACQUIRES THE CLAREMONT HOSPITAL

79

DIAGEO ACQUISITION OF META ABO BREWERY SHARE COMPANY

73

CLOETTA, A SWEDISH CONFECTIONERY COMPANY AND LEAF MERGED

79

NOVOZYMES BIOPHARMA SWEDEN AB ACQUIRED

73

HOMESERVE ACQUIRES DOMÉO SA CONTROL

80

PHOTOMEDEX INC/ RADIANCY INC MERGER

74

FASFATOS DEL PACIFICO S.A ACQUIRED

80

GARDNER DENVER INC. ACQUISITION OF ROBUSCHI SPA

74

EXECUTIVE CAPITAL HAS ACQUIRED THE MAJORITY STAKE IN FIN-TEK MASKINFABRIK

80

€12M EQUITY INVESTMENT FOR SIRA GROUP SPA

74

HB FULLER COMPANY ACQUISITION OF THE GLOBAL INDUSTRIAL ADHESIVES BUSINESS OF FORBO GROUP

81

K+S AKTIENGESELLSCHAFT ACQUISITION OF SOLNÉ MLÝNY A.S (SMO)

75

£28M (33M) GIBDOCK MANAGEMENT BUY OUT

81

DEUTSCHE BETEILIGUNGS AG ACQUISITION OF SPHEROS GMBH

75

SECURUS DATA PROPERTY FUND PTE LTD ACQUISITION OF GORE HILL DATA CENTRE FACILITY

81

DUTCH VC PRIME VENTURES HAS INVESTED € 13M IN TAKEAWAY.COM

75

NAZCA ACQUISITION OF A MAJORITY STAKE IN GRUPO IMO

82

STIRLING SQUARE CAPITAL PARTNERS ACQUISITION OF VISCOLUBE SPA

76

DESCARTES SYSTEMS GROUP ACQUISITION OF INTERCOMMIT

82

EADS ACQUISITION OF VIZADA

76

CI CAPITAL PARTNERS ACQUISITION OF THE OPERATIONS OF THE INTRAPAC GROUP

76

ROYALTON CAPITAL INVESTORS II LP ACQUISITION OF A 70% OF IUS SOFTWARE

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ACQUISITION INTERNATIONAL

DEAL DIARY:

IBA and SK Capital Partners Create IBA Molecular Imaging

IBA AND SK CAPITAL PARTNERS — Create IBA Molecular Imaging

Ion Beam Applications and SK Capital Partners, a US-based private investment firm, have entered into an agreement to create IBA Molecular Imaging, a jointly-owned new company derived from IBA’s molecular imaging division.

SK Capital Partners will own 60% of the new company while IBA will have a 40% stake.

Linklaters advised IBA with a core team consisting of Arnaud Coibion (lead – corporate partner, Brussels), Henk Vanhulle (tax partner, Brussels), Nicolas Gauzès (managing sssociate, Luxembourg) and Géraldine Hanotiau (associate, Brussels). The Brussels, Luxembourg, Paris and New York offices of Linklaters were involved.

The parties have also agreed to equally share the development cost of the current pipeline of new molecules and, in recognition of IBA past investment, their resulting profits will benefit for 60 % to IBA and 40 % to SK Capital.

The enterprise value used as the basis for the transaction is approximately EUR 180 million on a debt- and excess cash-free basis.

Arnaud Coibion

Morgan Lewis represented long-time client, SK Capital Partners, in this transaction. The Morgan Lewis team was led by Steven Cohen (M&A) with assistance from Roland Montfort (Paris), Richard Zarin (Tax), Donald Silverman (Nuclear Regulatory) and Howard Young (Health Care Regulatory).

IBA AND SK CAPITAL PARTNERS CREATE IBA MOLECULAR IMAGING Debt Provider

Legal Advisers to the Purchaser

Steven Cohen

Financial Due Diligence Provider

ENVIRON acted as technical environmental adviser to its client SK Capital Partners in this transaction. The ENVIRON team was led by Fred Loneker, an ENVIRON Principal and senior M&A due diligence practitioner based in the US.

Legal and Tax Adviser to the Vendor

Financial Adviser to the Vendor

Fred Loneker

Technical expertise in the area of radiological hazards and regulatory compliance was provided by a multi-national team led by Jason Miller (Principal; Arlington, VA USA), Thomas Perrier (Senior Consultant; Aixen-Provence, France) and Erik Sinno (Senior Consultant; Paris, France), with project support provided by staff throughout Europe (Belgium, Germany, Italy, Spain).

IP Due Diligence Provider & Tax Adviser

Risk & Insurance Due Diligence Provider

Environmental Due Diligence Provider

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DEAL DIARY:

Transactions from Around the World QATAR FIRST INVESTMENT BANK (QFIB) ACQUISITION OF A 15% STAKE IN AL RIFAI INTERNATIONAL HOLDING

Qatar First Investment Bank (QFIB) has acquired a 15% stake in Al Rifai International Holding, a snack manufacturer. Financial details of the transaction have not been disclosed however it marks QFIB’s first investment in the food and beverage manufacturing industry. Al Rifai, based in Lebanon, produces nuts, kernels and light snacks for the Middle East and European markets and, recent reports suggest that the Middle East retail sales volume of sweet and savoury snack items is set to grow by 21 percent by 2014. The partnership between the two aims to take advantage of this rapidly growing global savoury snack market, which is expected to reach $85.4 billion by the end of 2012. Emad Mansour, CEO of QFIB, commented: “We are very excited about our partnership with Al Rifai which is our first venture into the F&B manufacturing industry and our second investment in the industrial sector.”

Pierre Baaklini (pictured), senior partner Baaklini, Hashash & Tohme, represented Al Rifai. He commented: “The firm enjoys a long, personal as well as professional relationship as they have been clients for the last 16 years personally as well as their Group of Companies.”

PwC acted as financial adviser to QFIB in their acquisition.

The PwC team, led by Norma Taki, Partner in the Middle East firm, carried out the financial due diligence on Al Rifai Group.

MedSecurities Investment S.A.L assisted with the team being led by Khaled Zeidan, and Tarek El Hajj, Senior Analyst on the Structuring Desk. Khaled Zeidan, General Manager of Securities and Structured Products, MedSecurities team previously completed a private placement transaction for Rifai International Holding. MedSecurities continues to show its faith and support for the Rifai brand by its involvement in QFIB’s acquisition of 15% stake in Rifai International Holding as an arranger. ProFinance acted in both transactions as Arranger and Advisor to Al Rifai and as such lead the transactions. MedSecurities was in both transactions Placement Agent.

SIKA AG ACQUIRES ITALCEMENTI GROUP

CARL ZEISS ACQUISITION OF BROCK & MICHELSEN

Sika AG has acquired Italcementi Group, a global concrete admixture and cement grinding aid business, under the brand name Axim. In 2010 Axim generated sales of around CHF 75 million (EUR 61 million) and has approximately 150 employees.

Carl Zeiss has acquired the sales and service company Brock & Michelsen, an exclusive distribution partner in Denmark since 1921.

Through six legal entities the company operates several production units and sales organisations in Italy, France, USA, Canada, Morocco and Spain. Axim has a history of more than 30 years of experience in the market and offers a broad and innovative range of concrete admixtures, cement grinding aids and specialised chemicals that enhance the performance of cement and concrete, as well as improve cement production efficiency. Giovanni Ferrario, COO of Italcementi Group, commented: “The agreement will allow the Group to capitalise the value of this business. Moreover it will further extend the relationship between Italcementi and Sika enhancing the reputation of both companies as innovator in the field of concrete and cement.”

Raffaella Marzi, Counsel in the Milan office of Baker & McKenzie, led a multijurisdictional team of more than 15 professionals from six offices in 3 continents throughout the entire acquisition process. Baker &McKenzie represented the acquirer, Sika AG, a consolidated global client having a long-standing and growing working relationship with the law firm in many jurisdictions. NCE Srl carried out the Environmental Due Diligence of the AXIM manufacturing plants, in view of the divestiture of the business. The team was led by Marco Morando (Technical Director of NCE) as Project Manager, with Andrea Guerini (CEO of NCE) as Overall Project Coordinator. Giovanni Tinuper, Transaction Services Partner, led the financial and operational vendor due diligence at PwC. He commented: “The main challenge that we faced was to provide visibility and transfer to potential buyers a full understanding of a business to be carved out from Italcementi with presence in several geographies.”

Deal contact: nce@nce-consulting.com

The two owners, Gregers Brock and Jørgen Brock, are the third generation of the family to head the company and are now handing over to Carl Zeiss. They will both remain active in the company over the next two years in order to support a smooth transition, particularly in the areas of customer care and service.

The more than 40 employees market Carl Zeiss products for almost all business groups. The support provided covers customers in the areas of Microscopy, Industrial Metrology, Medical Technology, photogrammetry and Consumer Optics products.

Thomas Spitzenpfeil, CFO of Carl Zeiss AG, commented: “Denmark is a traditional market for Carl Zeiss. We will not only continue our sales operations, but will also further expand the company’s leading market position. On behalf of the Carl Zeiss Executive Board I want to thank Brock & Michelsen for many years of good and successful cooperation.”

Plesner assisted in the transaction with the team being led by partner Tue Ravnholt Frandsen (pictured), with the assistance of associate Søren Munk Hansen. Fransden commented: “We represented Carl Zeiss AG (and its acquisition vehicle Carl Zeiss Beteiligungs-GmbH) - this transaction was the first in what we hope will be a long and prosperous business relationship with us acting as Danish legal advisors to the Carl Zeiss group.”

Ernst & Young acted as financial adviser to Carl Zeiss in their acquisition of Brock and Michelsen. The Ernst & Young team was led by Jakob Fogt Partner from the Copenhagen office. Ernst & Young primary role was provision of financial and tax due diligence to Carl Zeiss.

QATAR FIRST INVESTMENT BANK (QFIB) ACQUISITION OF A 15% STAKE IN AL RIFAI INTERNATIONAL HOLDING

SIKA ACQUISITION OF AXIM

CARL ZEISS ACQUISITION OF BROCK & MICHELSEN

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser

Financial Adviser to the Purchaser

Financial Adviser to the Purchaser

Legal Adviser to the Purchaser

Legal Adviser to the Equity Provider

Legal Adviser to the Vendor

Financial Adviser & Due Diligence Provider

BAAKLINI, HASHASH & TOHME Arranger and Advisor to Al Rifai

Placement Agent

Financial Adviser to the Vendor

Legal Adviser to the Vendor

Vendor Due Diligence Provider

Environmental Due Diligence Provider

Virtual Data Room Provider

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DEAL DIARY:

Transactions from Around the World ASPEN HEALTHCARE ACQUIRES THE CLAREMONT HOSPITAL

CLOETTA, A SWEDISH CONFECTIONERY COMPANY AND LEAF MERGED

Aspen Healthcare has acquired The Claremont Hospital in Sheffield, previously owned by The Hospital Management Trust.

The combined company will take the renowned Cloetta brand name and become a leading Swedish confectionery company with a strong base in the Nordic region, as well as in Italy and the Netherlands. The new brand will manage a portfolio of iconic brands and have pro forma net sales of SEK 5.7 billion and recurring EBITDA of SEK 666 million. Cloetta’s largest shareholder, AB Malfors Promotor, is to invest SEK 545 million in the merger, showing its strong commitment to the brand.

Bengt Baron, CEO of LEAF, said: “This merger is a perfect match where we will unite iconic, local brands, from complementary categories with very few overlaps. The new Cloetta will offer a full range of strong brands, and a very strong route to market in the Nordic countries as well as in Italy and in the Netherlands.

In an industry where the brand is nearly as important as the taste of the product, this transaction makes both industrial and strategic sense.” Willem Blom (pictured), a partner at Deloitte Belastingadviseurs BV, assisted reinforced Deloitte’s long-standing relationship with Leaf, represented the company and its shareholders CVC and NC in the vendor process (diligence and valuation)and the subsequent unwinding of the existing (tax) structure. Blom commented: ““One of the major challenges faced was to demonstrate the existence of additional (tax) value within the structure opposed to the initial valuation. These challenges were overcome via presenting all parties involved with additional tax structuring steps in combination with an indepth risk analysis substantiated by additional information.”

Björn Hallin (pictured) a partner at KPMG and Jan Källqvist, partner at KPMG, and their team advised Cloetta in the whole process with deal structuring, valuation, accounting matters, financial and tax due diligence. Hallin commented: “the major challenge was to create and devise a structure that would work considering the various objectives of all parties involved. The transaction was complex with several restrictions from a financial, tax and accounting perspective which we managed to solve in a manner that supported the feasibility of the transaction”

Commenting on the transaction, Aspen Healthcare’s CEO, Des Shiels, said “The Claremont is an excellent facility with a proud tradition of delivering quality healthcare to the people of Sheffield and surrounding regions.

Aspen Healthcare is excited by the opportunities that this acquisition offers and intends to build upon the Hospital’s past success.”

John Randle, Executive Director at The Hospital Management Trust, said “The sale of Claremont Hospital is part of our wider strategy to divest out of hospitals to focus on grant giving and care of the elderly. We are very proud of our achievements at the Claremont and believe that the acquisition by Aspen Healthcare positions the Hospital for further success in the future.”

Aspen Healthcare owns and operates six healthcare facilities in the UK. Aspen is a subsidiary of United Surgical Partners International Inc., which has ownership interests and operates over 200 facilities in the USA. Squire Sanders Hammonds acted for Aspen Healthcare on the transaction, Ernst & Young and Bircham Dyson Bell acted for The Hospital Management Trust.

ASPEN HEALTHCARE ACQUISITION OF THE CLAREMONT HOSPITAL

CLOETTA AND LEAF MERGER

Legal Adviser to the Purchaser

Lead Manager and Bookrunner

Legal Adviser to the Vendor

Tax Adviser

Environmental Due Diligence Provider

Healthcare Property and Valuation Adviser

HOMESERVE ACQUIRES DOMÉO SA CONTROL HomeServe, a Midlands-based UK company, has acquired the remaining stake in its France-based joint venture Doméo SA in a deal worth £83m.

The home emergency repair business reached an agreement with Veolia Environnement to acquire Veolia’s 51 per cent share in the business. Doméo SA and its subsidiary Doméo Assistance SA is now solely owned

by HomeServe. Doméo SA provides insured home emergency policies in France with 890,000 customers and more than two million policies. Richard Harpin, group chief executive of HomeServe, commented: “HomeServe began its international expansion when the group entered France in 2001. I am delighted that, having set up the business organically, ten years ago, with Veolia, we now have the opportunity to make Doméo a whollyowned part of HomeServe. “This agreement will also enable us to continue our important trading relationship with Veolia in France through our new long term marketing agreement in addition to our agreements in the UK and our testing with Veolia Aqua in Italy.”

A team at Pinsent Masons, led by Senior Associate, Nicole Livesey, assisted Homeserve with the UK elements of the acquisition.

Nicole commented: “Having worked closely with Homeserve for a number of years, we are delighted to have supported them again in a strategically important transaction, strengthening their international expansion in France.” Building on a long

standing relationship with Homeserve, PwC Corporate Finance acted as lead financial advisor. Tarique ShakirKhalil, the Head of PwC Corporate Finance France who lead the deal commented : “As a leading M&A advisor in the competitive mid-market space, PwC Corporate Finance seeks to differentiate itself via its powerful global network and deep industry knowledge.

“This transaction is a perfect example of PwC Corporate Finance leveraging these strengths in order to assist our client in achieving a successful outcome on a transaction.

Having advised corporate and private equity clients on over 30 completed deals in 2011 for a total volume of some Euros 2.7bn, we were delighted to complete the year with this strategically important deal.”

HOMESERVE ACQUISITION OF DOMÉO SA CONTROL Financial Adviser to the Vendor

Financial Adviser to the Purchaser

Legal Adviser to the Vendor Legal Adviser to the Vendor Financial Adviser to the Vendor

Financial and Tax Due Diligence Provider

Due Diligence Provider

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

Tax Adviser

ACQUISITION INTERNATIONAL

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DEAL DIARY:

Transactions from Around the World FASFATOS DEL PACIFICO S.A ACQUIRED

EXECUTIVE CAPITAL HAS ACQUIRED THE MAJORITY STAKE IN FIN-TEK MASKINFABRIK

H.B FULLER COMPANY ACQUISITION OF THE GLOBAL INDUSTRIAL ADHESIVES BUSINESS OF FORBO GROUP

Mitsubishi Corporation (Mitsubishi) and Indian fertilizer manufacturer, Zuari Industries Limited (Zuari) have together acquired a stake in Fasfatos del Pacifico S.A. (FOSPAC) from a major Peruvian cement manufacturer, Cementos Pacasmayo S.A.A.

Executive Capital is a Danish-based investment company focusing primarily on investments in small and mediumsized enterprises. Executive Capital currently has 15 active partners and the aim is to expand to 20 partners in 2011. All the partners have a proven successful track record as senior executives and have committed themselves to investing both time, skills and own private savings in the development of interesting investment opportunities.

H.B. Fuller Company plans to purchase the global industrial adhesives business of Forbo Group for CHF 370 million on a debt-free and cash-free basis, or about $394 million at current exchange rates. The acquisition will enhance H.B. Fuller’s position as a global leader in the adhesives industry.

The business to be acquired represents about 80 percent (by revenue) of the Forbo Bonding Systems division of Forbo Group and is expected to generate approximately $580 million in revenue for the fiscal year ended December 31, 2011. It operates 17 manufacturing facilities in 10 countries and employs more than 1,100 people globally.

FOSPAC is a subsidiary company of Pacasmayo dedicated to exploration and the production of rock phosphate in Bayovar, Piura Province, Peru.

Mitsubishi and Zuari have established a joint venture based in Singapore, MCA Phosphates Pte Ltd, for MCA to acquire a 30% stake in FOSPAC. This will enable Mitsubishi Corporation (to hold 21% stake in FOSPAC through MCA. At the same time, Mitsubishi (and FOSPAC have entered into an off-take agreement for Mitsubishi to purchase FOSPAC’s entire production for the export of rock phosphate, after FOSPAC’s fulfillment of local demand, for a minimum term of 20 years.

SRK Consulting Inc provided technical assistance to Mitsubishi and Zuari in the form of a technical and economic due diligence of the Bayóvar 9 Project.

Bruun & Hjejle assisted in the transaction, representing Executive Capital, with the team being led by senior associate, Michael Bierg Hansen. He commented: “We have assisted them on a number of deals.”

Forrester Boyd assisted in the transaction with the team being led by Mike Beckett, corporate finance partner. He commented: “The main challenge was the tight timetable to the original date of completion, although this was later delayed for four weeks. The due diligence process conducted by the Buyer was comprehensive and we assisted our client in providing responses to the financial, tax and in some cases the legal due diligence questions. The deal included the hive out of a business division of F Cross & Son which was not part of the sale which we also advised on.”

The multi-disciplinary technical team was led by Dr. Neal Rigby, Corporate Consutant and Mining Engineer. SRK had not previously worked with this division of Mitsubishi or Zauri, but has had prior experience working with other groups within Mitsubishi.

H.B. Fuller President and CEO Jim Owens said, “With this acquisition, we are taking a further step forward in realizing our strategic plans to accelerate growth and improve EBITDA margins. The acquired Forbo business will fortify our presence in Europe and enhance the transformation of our own business in that region. It will increase our business in China by about 50 percent, and broadly strengthen our capability in our core markets.

Our intent is to fully capture the value of this transaction, and we will work to achieve these benefits as quickly as possible. Our leadership team has significant experience in capturing and realizing synergies. We have developed a detailed synergy assessment and have modelled significant benefits in the combined businesses.”

Company: A.T. Kearney, Inc. Name: David Hanfland Email: david.hanfland@atkearney.com Web: www.atkearney.com Address: 222 West Adams Street Chicago, IL 60606, UNITED STATES Telephone: +1 312 223 6427

Becker Glynn represented Cementos Pacasmayo in all aspects of the transaction with partner, Robert C Muffly, heading the team.

Company: A.T. Kearney Limited Name: Richard Forrest Email: richard.forrest@atkearney.com Web: www.atkearney.com Address: Lansdowne House, Berkeley Square, London, W1J 6ER, UNITED KINGDOM Telephone: +44 20 7468 8041

MITSUBISHI CORPORATION AND ZUARI INDUSTRIES ACQUISITION OF FASFATOS DEL PACIFICO S.A

EXECUTIVE CAPITAL ACQUISITION OF A MAJORITY STAKE IN FIN-TEK MASKINFABRIK

H.B FULLER COMPANY ACQUISITION OF THE GLOBAL INDUSTRIAL ADHESIVES BUSINESS OF FORBO GROUP

Legal Adviser to the Purchaser

Debt Provider

Debt Providers

Financial Due Diligence Provider

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

Legal Adviser to the Vendor

Financial Due Diligence Provider

Financial Adviser to the Purchaser

Financial Adviser to the Vendor

Legal Adviser to the Vendor

Legal Advisers to the Debt Provider

Tax Adviser

Commercial Due Diligence Provider

Financial Due Diligence Provider

“MUÑIZ, RAMIREZ, PEREZ-TAIMAN & OLAYA S.C.R.L. (LIMA)

Scientific and Engineering Technical Due Diligence Provider

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Commercial Due Diligence Provider

ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from Around the World £28M (33M) GIBDOCK MANAGEMENT BUY OUT MVC Private Equity, a US private equity house, has backed the management buyout of shipyard services business Gibdock in a deal worth £28m (€33m).

Gibdock is a holding company for the ex-Royal Navy dry docks in Gibraltar, which acts as a crossroads of the Mediterranean and Atlantic shipping lanes. The company services international ship owners and operators and offers repair, maintenance and conversion facilities.

Edwards Wildman Palmer assisted in the transaction representing the purchaser, MVC, due to a long-standing relationship. The team was led by Shawn Atkinson (pictured) and Adam Calisoff, both of whom are partners in the London and Chicago offices respectively.

They commented: “This was a difficult transaction to complete given the current turmoil in Europe as regards both valuation and transaction certainty. This, coupled with a difficult financing environment, made for a challenging transaction landscape in which to navigate.”

SECURUS DATA PROPERTY FUND PTE LTD ACQUISITION OF GORE HILL DATA CENTRE FACILITY Securus Data Property Fund has formed a joint venture with Keppel Telecommunications & Transportation Ltd’s whollyowned subsidiary, to own, manage and operate a data centre in Gore Hill, Sydney, Australia, for a consideration of A$60 million. The company was acquired from owner Lindsay Bennelong Developments. The joint venture company, called Securus Guernsey 2 Limited, will be 70% held by Securus Fund and 30% indirectly held by Keppel T&T through its wholly-owned subsidiary. The investment (together with another similar investment by Securus) marks the first Shariah-compliant fund structures in the Australian market.

Located in the Gore Hill technology precinct in Sydney, the new purpose-built Tier III data centre is a freehold A-Grade asset that has recently achieved practical completion. A portion of the data centre has already been fitted out to serve a long-term lease with a blue chip anchor tenant.

The remaining data centre space will be fitted out in stages to Tier III standards so as to offer premium co-location services to other blue chip clients.

Freehills (together with Wong Partnership) acted for Standard Chartered Bank in the transaction with Phillip McMahon (pictured left), partner in the Banking and Projects group, heading the team and Fergus Smith, a senior associate, assisting. This is the second Shariah compliant financing Freehills have completed for SCB in Austalia.

NAZCA ACQUISITION OF A MAJORITY STAKE IN GRUPO IMO Spanish private equity firm, NAZCA has acquired a majority stake in GRUPO IMO, the leading Spanish provider of radiotherapy services for the treatment of cancer. The transaction is valued at approx €50M and, upon completion, NAZCA will retain a majority shareholding in the company.

The Chairman and Founder of Grupo IMO together with key members of the management team have participated in the deal, reinvesting most of their stakes in the company jointly with NAZCA. With a 15% market share in the industry, Grupo IMO offers treatments to approximately 5,000 patients per year through a network of 11 owned centres in different Spanish regions. These funds will strengthen Grupo IMO’s balance sheet in order to support the company’s ambitious growth plans.

Grupo IMO expects to reach sales above €25M in 2011 with operating results (EBITDA) of €6.5M, following strong 20% annual growth rates in the last four years.

Finae Partners has acted as financial advisor to the sellers.

Legal advisers have been Herbert Smith for the acquirer and Garrigues for the sellers. On the other hand, the financial and commercial due diligence has been done by PWC and the legal and fiscal due diligence was made by Herbert Smith.

McMahon commented: “The 2 SCB transactions are among the first of their kind in the Australian market. This represents the start of potentially a very significant market in Australia – we have seen growing interest in Islamic financing opportunities here.”

Garrigues assisted in the transaction, representing the interests of Grupo IMO, with Juan Manuel Pargada , senior associate and director, heading the team. He commented: “This is the first time we work with this client. We were specially appointed for negotiating and closing this complicated deal.”

The TressCox Property team, led by Sydney Partner Martyn Tier (pictured left), advised long-standing property developer client, Lindsay Bennelong Developments, in the transaction.

Ignacio Magro, founder-partner of FINAE Partners, says “This transaction will allow Grupo IMO to continue investing in state of the art technology in order to improve quality life for each individual person being treated with Radiotherapy”

£28M (33M) GIBDOCK MANAGEMENT BUY OUT

SECURUS SHARIAH-COMPLIANT ACQUISITION OF GORE HILL DATA CENTRE FACILITY

NAZCA ACQUISITION OF A MAJORITY STAKE IN GRUPO IMO

Legal Adviser to MVC

Legal Adviser to Standard Chartered Bank

Legal Adviser to the Equity Provider

Legal Adviser to Investec

Legal Adviser to Securus Data Property Fund Pte Ltd (Securus)

Financial & Commercial Due Diligence Provider

Financial Due Diligence Provider

Legal Adviser to the Vendor Legal Adviser to Lindsay Bennelong Developments Financial Adviser to the Vendor

Tax Adviser

Management Team Appraisal

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DEAL DIARY:

Transactions from Around the World DESCARTES SYSTEMS GROUP ACQUISITION OF INTERCOMMIT

CI CAPITAL PARTNERS ACQUISITION OF THE OPERATIONS OF THE INTRAPAC GROUP

ROYALTON CAPITAL INVESTORS II LP ACQUISITION OF A 70% OF IUS SOFTWARE

InterCommIT, based in Amersfoort, Netherlands, has 40 employees and specialises in the transmission of electronic data, serving more than 800 customers by helping trading partners connect and collaborate to exchange data in this way.

North American private investment firm, CI Capital Partners, has acquired the operations of The IntraPac Group, a specialty plastic packaging company providing a broad array of packaging solutions to the personal care and pharmaceutical markets. The terms of the transaction were not disclosed.

Royalton Capital Investors II LP, a private equity fund, has acquired an indirect stake of 70% of IUS Software, Slovenia’s leading online information provider to legal and business professionals. The stake was acquired in a proprietary transaction via IUS Legal and Business Solutions BV, IUS’s Dutch holding company.

IntraPac is a leading manufacturer and marketer of specialty plastic packaging, focused on the personal care and pharmaceuticals industry, as well as food, beverage, and household and industrial chemicals.

The purchase of IUS marked Royalton’s first investment in Slovenia and its third acquisition in Central and Eastern Europe in 2011.

Descartes has 600 employees worldwide and a customer base of 35,000 trading partners that use its technology platform to reduce costs, improve service and comply with customers and transportation regulations.

This purchase gives Descartes a larger number of European retailers and suppliers and enhances its capability in electronic invoicing, document and catalogue solutions.

Edward Ryan, CCO of Descartes, commented: “Our customers have access to a broader scale and scope of document-critical functionalities that are key to efficient supply chain and logistics operations.”

IntraPac’s product offering includes personal care and amenity bottles, single and double-walled jars, injection molded caps and closures, laminate tubes, tin tubes, deodorant stick canisters, and other specialty rigid plastic packaging products. Products in each segment are designed to fit customers’ unique specifications including size, shape, resin and color. IntraPac has eight production facilities spanning North and Central America, and serves over 400 customers worldwide.

Steven M. Lefkowitz, President of CI Capital, stated: “IntraPac’s unique value proposition, offering a complete specialty packaging product suite, is a very attractive platform for growth. IntraPac has a strong track record of growth and profitability, a proven ability to make attractive acquisitions, and long-term relationships with a high quality, diverse customer base. We look forward to working with Tom Linton and the company’s experienced management team to build on IntraPac’s strong position and pursue further growth opportunities in this space.”

DESCARTES SYSTEMS GROUP ACQUISITION OF INTERCOMMIT, FOR $13.8M

CI CAPITAL PARTNERS ACQUISITION OF THE OPERATIONS OF THE INTRAPAC GROUP

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Established in 1989, IUS Software was founded by Anton Tomazic. The IUS Group operates in Ljubljana and Zagreb offering a full range of on-line services, through its legal, finance and tax portals, to professionals in Slovenia and Croatia. The IUS Group employs 70 people, and, in 2011, serviced over 12,000 customers in both countries.

Nigel P. Williams, the Managing Partner of Royalton, said: “The buyout of IUS fits perfectly with Royalton’s strategy of buying control of companies active in the non-tradable space in Central and Eastern Europe. We look forward to working with IUS’s management team in continuing to provide legal and business information 24/7 on-line.

Additionally we will assist IUS in entering other European markets.”

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Transactions from Around the World NOVELIS INC ACQUISITION OF OUTSTANDING MINORITY INTEREST IN ITS KOREAN SUBSIDIARY Novelis Inc, the world’s leading provider of aluminium rolled products, has acquired the outstanding minority interest in its Korean subsidiary.

Novelis previously announced that it would purchase 31.2 percent of the outstanding shares in its Korean Subsifiary for $350m, raising its ownership to more than 99 percent.

Novelis has borrowed $225m through a secured term loan and plans to fund the remaining purchase price with existing liquidity sources.

Phil Martens, president and CEO of Novelis, commented: “Our decision to buy out the minority shareholders in Novelis Korea represents another key step in Novelis’ strategy to prepare for future growth in Asia.

“We believe this transaction will provide Novelis with greater control of our manufacturing assets in the region while at the same time helping to drive our ongoing initiatives for globally integrated operations.”

Shin & Kim assisted in the transaction advising the sellers on, among other things, the structuring of the deal, negotiation of the share purchase agreement and other transaction documents, and closing.

The team was led by Beomsu Kim, Tong-Gun Lee, Myong Hyon (Brandon) Ryu, and Tae-Yong Seo. Tong-Gun Lee commented: “Various transaction structures were considered and our firm was proactive in devising and proposing creative deal structures to accommodate the parties’ differing needs.”

Deal contact: mhryu@shinkim.com

MAC STATION TECHNOLOGIES INC SHARES ACQUIRED

CSL DUALCOM £32 MILLION MANAGEMENT BUY OUT

Glentel Inc has completed the purchase of 80% of the outstanding common shares of Mac Station Technologies Inc, based in Vancouver. The purchase price is undisclosed.

Mac Station is an authorized Apple Retail Specialist and has three stores in Vancouver, Burnaby and Abbotsford, British Columbia. The company has been an exclusive Apple dealer since 1993 and offers business and consumer sales and services of Apple Mac, iPod, iPad and iPhone products by its 45 Mac Station team members.

UK Mid-market private equity firm Bowmark Capital has backed the £32m management buy-out of CSL DualCom , Britain’s largest provider of dual-signalling products and services for intruder alarms, from Octopus Ventures.

Glentel is a leading provider of innovative and reliable telecommunications service and solutions in Canada and the USA. Founded in 1963, and headquartered in Burnaby, the company comprises three operating divisions that service thousands of consumers and commercial communications.

Cary Skidmore, Glentel’s Executive vice President and CEO, commented: “We look forward to exciting growth as we partner with, and benefit from, the 18 years of Apple expertise.”

Harald Sinow, Mac Station’s President, added: “We now have the ability to grow our Mac Station store network showcasing the ultimate in Apple products and user experience with excellence.”

CMW Insurance Services Ltd assisted in the transaction, representing Glentel, with whom it has a long-standing relationship.

Tracy Hayes (pictured), CMW Account Executive, commented: “There were no major challenges in completing this deal. The Mac Station Technologies Inc property and liability insurance coverage was rolled into Glentel’s current general insurance program.”

CSL pioneered dual-signalling technology, whereby signals are transmitted over both a traditional fixed telephone line and a wireless network, in the late 1990s. This is now regarded as the standard format for alarm signalling and is specified by all leading insurance companies.

The company has grown rapidly over the past five years.

Today, CSL manages the signalling for over 125,000 intruder alarms located in commercial, retail and residential premises across the UK. These are connected to alarm receiving centres via its proprietary communications network, which it has developed in partnership with Vodafone.

Bowmark Capital provided £13m of equity to finance the transaction, acquiring a majority interest in the company.

Octopus extended its debt facilities to £10m, thereby further supporting CSL’s future growth, having crystallised its equity investment through the sale, the firm said in a statement.

Bowmark investment director Paraag Davé commented: “CSL has an outstanding reputation based on its strong product suite and excellent customer service. We are delighted to be backing such an experienced team in the next phase of development of the business.”

NOVELIS INC ACQUISITION OF OUTSTANDING MINORITY INTEREST IN ITS KOREAN SUBSIDIARY

GLENTEL INC ACQUISITION OF OUTSTANDING SHARES IN MAC STATION TECHNOLOGIES INC

CSL DUALCOM £32 MILLION MANAGEMENT BUY OUT

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Transactions from Around the World CORE MEDIA GROUP ACQUISITION OF MEDIAWORKS

DIAGEO ACQUISITION OF META ABO BREWERY SHARE COMPANY

NOVOZYMES BIOPHARMA SWEDEN AB ACQUIRED

With combined billings in excess of €160 million per annum, the deal will secure Core Media Group’s position as the largest media buyer in the Irish market. Core Media Group is majority Irish owned and the acquisition of Mediaworks brings staff numbers in Core Media Group to 116 in Ireland.

Diageo has concluded the acquisition of the Meta Abo Brewery Share Company in Ethiopia with the purchase of the entire share capital for $225m.

Repligen Corporation has acquired the business of Novozymes Biopharma Sweden AB, the Swedish unit of Novozymes Biopharma, a company focused on the manufacture and supply of growth factors used in mammalian cell culture and Protein A affinity ligands used in the production of monoclonal antibodies. The transaction was an all-cash transaction.

Whilst the day to day running of Mediaworks will operate as is, this development allows Mediaworks access to additional research tools and resources to further strengthen our offering, to the ultimate benefit of our clients.

Alan Cox, chief executive, Core Media Group, said: “Mediaworks is a highly respected company and a very successful business with a similar culture and approach to our own. This deal is the latest in a series of investments that we are making in our business to grow our market share and expand our service offering. In addition to our acquisition plan, we are continuing to invest heavily in developing our digital and research divisions which will account for 31% of our revenues this year.”

Paul Moran added: “The acquisition of Mediaworks by Core Media is great news for both our staff and our clients.

We are delighted with this development which allows Mediaworks to maintain close personal client contact while benefitting from the buying power, resources and tools behind Ireland’s largest media communications group.”

The acquisition gives Diageo direct access to the Ethiopian beer market and complements Diageo’s existing premium spirits business in the country.

Meta Brewery is the second largest beer company in Ethiopia with a volume share of approximately 15%. From its brewery near Addis Ababa it produces and distributes its flagship national lager brands, Meta and Meta Premium.

Nick Blazquez, President Diageo Africa, commented: “Gaining access to this exciting beer market is part of our strategy of participating at scale in beer and spirits growth in Africa, and I am delighted that we are able to announce the completion of this acquisition. Meta is a strong national brand that has great heritage in Ethiopia. We will invest behind this sustainable growth of the brand, the business and the wider communities in Ethiopia.”

Ernst and Young participated in the transaction, representing Diageo.

Zemedeneh Negatu (pictured), who is the Managing Partner for Ethiopia and the Head of Transaction Advisory Services (TAS) for Ernst & Young Eastern Africa was the overall global team leader which included 17 professionals.

Negatu commented: “Diageo won a hard fought deal for Meta Brewery against several of its global competitors including SABMiller and Heineken to enter one of the fastest growing economies in the world, Ethiopia, which is also the fourth largest economy in Africa.”

Deal contact: Zemedeneh.Negatu@et.ey.com

This transformative acquisition elevates Repligen to a world-leading supplier of products for manufacturing biologic drugs and provides the path to sustainable growth and profitability. The combined company is expected to generate total revenue of approximately $50 million in calendar year 2012.

The Novozymes Biopharma Sweden AB acquisition diversifies and expands Repligen’s product offering and customer base while doubling the company’s manufacturing capacity.

The business is located in Lund, Sweden and operates a 45,000 sq. ft., c-GMP capable production facility which was recently renovated with an investment of $25 million.

The products acquired in this transaction are anticipated to generate $16-$17 million in revenue in 2011, and are sold primarily under long-term supply agreements with major life sciences companies including EMD Millipore, SigmaAldrich Corporation and GE Healthcare.

Walter C. Herlihy, President and Chief Executive Officer of Repligen Corporation, said: “We are very pleased to have achieved our goal of creating a path to sustainable profitability for the Company through the acquisition of the business of Novozymes Biopharma Sweden AB. We look forward to quickly integrating our Swedish colleagues, leveraging the synergies within the combined organization and to continuing to supply premium products for the manufacture of biologic drugs.”

CORE MEDIA GROUP ACQUISITION OF MEDIAWORKS

DIAGEO ACQUISITION OF META ABO BREWERY SHARE COMPANY

REPLIGEN CORPORATION ACQUISITION OF NOVOZYMES BIOPHARMA SWEDEN AB

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Transactions from Around the World PHOTOMEDEX INC/ RADIANCY INC MERGER

GARDNER DENVER INC. ACQUISITION OF ROBUSCHI SPA

€12M EQUITY INVESTMENT FOR SIRA GROUP SPA

PhotoMedex Inc, a producer of laser, LED light systems and skin care products for dermatological applications, and leading aesthetic and dermatological device manufacturer, Radiancy Inc, have merged, with Radiancy becoming a majority-owned subsidiary. Founded in 1998, Radiancy Inc is a leading developer, manufacturer and seller of home-use and professional aesthetic and dermatological use devices under its proprietary brand, no!no!, for various indications including hair removal, acne treatment and skin rejuvenation (which addresses acne clearance, skin tightening, psoriasis care and hair removal ). Many of Radiancy’s products are sold to physician clinics and spas.

Radiancy’s products are supported by two core proprietary technologies known as LHE (Light Heat Technology) and Thermiconcost performance. LHE combines allows very large treatment spot sizes with less discomfort without the requirement of skin cooling.

Gardner Denver Inc. has acquired 100% of the outstanding shares of Robuschi SpA, a manufacturer of blowers and pumps, from Aksia Group SpA, a private equity firm, for €152 million.

Sira Group SpA, a manufacturer of radiators for heating based in Italy, has received €12m equity investment from Fondo Italiano di Investimento.

Fahn Kanne & Co. Grant Thornton Israel is one of the six leading accounting firms in Israel and assisted in the transaction providing PhotoMedex Inc with a highly experienced team led by Ilanit Halperin (pictured left) partner in charge for the technology industry practice, and assisted by Nir Yenni (pictured left), our firm’s new audit partner. Halperin commented: “Our firm has a longterm relationship with the Radiancy group, being the independent public accountants firm since 2005, of a successful private company. It is always a challenge to lead a cultural change where companies transform from private to public. Meeting tight deadlines of issuing consolidated financial statements was certainly a foremost challenge during the process. Countless technical skills were demanded, especially when dealing with technical issues which derived from the reverse merger acquisition.

Working together with the company as a team, unleashing their potential for growth, was a long and challenging journey on the road to success.”

Deloitte Financial Advisory Services Spa provided financial due diligence services on the deal.

PHOTOMEDEX INC/ RADIANCY INC MERGER

GARDNER DENVER INC. ACQUISITION OF ROBUSCHI SPA

FONDO ITALIANO DI INVESTIMENTO INVESTMENT OF 12M OF EQUITY IN SIRA GROUP SPA

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Robuschi has annual revenues of approximately €70 million.

The acquisition involves a strategic addition to the Gardner portfolio and is an excellent fit with its Industrial Products.

The acquisition will allow Gardner to provide significant cost synergies as the company continue to optimize its European manufacturing footprint supported by the principles of the Gardner Denver Way. Baker & McKenzie is acting as legal advisor to Gardner Denver, while Robert W Baird & Co Incorporated is acting as financial advisor and Dewey & LeBoeuf is acting as legal advisor to Robuschi.

Fondo Italiano will own a minority stake in the group, which was founded from the Gruppioni family in 1959. Today the company, employs approximately 800 people in its facilities in Italy, China, Romania and San Marino Republic, and has a turnover of €46m.

The investment is expected to help Sira grow both organically, to increase its current capacity, and through acquisitions, to expand its product offerings and customer base.

The company recently bought certain assets of Faral SpA, which manufactures radiators, and has already started talking to acquire a business active in the field of die-casting in aluminum.

Fondo Italiano di Investimento in this acquisition was supported by MeA Consulting, a management consulting company based in Bologna. The team, led by Massimo Milan (pictured), partner of MeA Consulting, performed a business due diligence.

MeA Consulting has worked with Fondo Italiano di Investimento since their birth, assisting them in the assessment of the attractiveness of a few potential deal targets.

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Transactions from Around the World K+S AKTIENGESELLSCHAFT ACQUISITION OF SOLNÉ MLÝNY A.S (SMO)

DEUTSCHE BETEILIGUNGS AG ACQUISITION OF SPHEROS GMBH

DUTCH VC PRIME VENTURES HAS INVESTED €13M IN TAKEAWAY.COM

Esco (european salt company GmbH & Co KG) a wholly owned subsidiary of K+S Aktiengesellschaft has acquired Czech salt processing company, Solné Mlýny a.s (SMO), from Czech trading group EQUUS for an undisclosed sum.

Deutsche Beteiligungs AG has acquired a majority shareholding in Spheros GmbH as part of a management buy-out from Baird Capital Partners Europe and CAPCELLENCE Mittelstandspartner GmbH.

With the additional capital, the Dutch company behind the food ordering service aims to continue its international expansion, after starting local websites in a number of European countries (including Belgium, Austria, the UK and Germany).

SMO is a major supplier of salt products in the Czech Republic and also operates in other European markets.

The remaining shares remain in the possession of the Spheros management. This transaction marks the withdrawal of Baird Capital Partners Europe and CAPCELLENCE Mittelstandspartner GmbH, two financial investors who have successfully supported the company since the management buy-out six years ago.

The company has been operating the salt processing business in the eastern Czech city of Olomouc since 1921 and currently employs about 70 people. Particularly in the table salt segment, the company has a brand that is well known nationwide and enjoys a high level of recognition, and is established in the market with a wide product range of food grade, industrial and de-icing salts.

With Deutsche Beteiligungs AG the Spheros management has acquired a strong partner who, for the past 45 years, has been one of Germany’s leading private equity companies.

In a normal year, SMO sells around 100,000 tonnes of its various salt products and has until now been one of Esco’s customers in the important Czech market.

Alfery Hrdina Advokati and WTS Alfery assisted in the transaction with Dr. Pavel Alfery-Hrdina (pictured) leading the project. The legal part of the transaction was covered also by JUDr. PhDr. Vladimir Brejcha and Mgr. Bc. Roman Knedlhans. The financial and tax due diligence was covered by Ing. Jana Alfery, LL.M. and Ing. Josef Mašek.

Takeaway.com enables people order food from vetted restaurants online – from websites like Pizza.co.uk and Thuisbezorgd.nl, or even from mobile apps which can be downloaded for use with iPhone and Android handsets.

So far, the company has partnered with more than 9,000 restaurants and claims to generate more than €100m in annual order revenues (serving over three million customers).

T akeaway.com was founded in 2000 by Jitse Groen, and competes heavily with Just-Eat.com, a company which provides a similar service and which claims 20,000 restaurant partners as well as four million monthly orders across Europe.

Norton Rose advised Prime Ventures with the deal being led by Amsterdambased partner Marcel van de Vorst (pictured) assisted by Coen Barneveld Binkhuysen. The notarial part of the transaction was handled by Geert-Jan van Rijthoven (partner/notary) assisted

by Pauline Margry.

Dr. Pavel Alfery-Hrdina commented: “The owner of the shares in Solné mlýny, a.s. was in insolvency proceedings and the insolvency administrator having the right of disposal over the shares opened a tender for the best potential buyer of shares of the owner`s bankruptcy estate. Therefore, as a potential buyer we had to comply with many obligations and conditions laid down by the administrator and accept a variety of restrictions when processing the legal, financial and tax due diligence (such as e.g. limited access to all documents).”

K+S AKTIENGESELLSCHAFT ACQUISITION OF SOLNÉ MLÝNY A.S (SMO)

DEUTSCHE BETEILIGUNGS AG ACQUISITION OF SPHEROS GMBH

DUTCH VC PRIME VENTURES 13M INVESTMENT IN TAKEAWAY.COM

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Transactions from Around the World STIRLING SQUARE CAPITAL PARTNERS ACQUISITION OF VISCOLUBE SPA Stirling Square Capital Partners, the leading pan-European private equity firm, has acquired a majority interest in Viscolube SpA, the Italian leader in the used oil recycling sector. The stake is being acquired from Mr Giorgio Carriero and his family, who will retain a minority interest. Mr Carriero, who had previously acquired a minority stake owned by ENI S.p.A., will continue as President of Viscolube.

Established at Pieve Fissiraga in 1963, Viscolube has grown as demand for the regeneration of used motor oil has grown. The company transforms collected used motor oil originating from both automotive and industrial uses into regenerated base oil whose properties, thanks to Viscolube’s state of the art technology, are of equivalent quality to virgin base oil. Stirling Square plans to grow Viscolube through further capital investment in its plants, most immediately with the development of a pre-treatment facility in Pieve Fissiraga and the enhancement of the hydrogen and hydrotreating units in Ceccano. Terra Nova Advisers has been the financial advisor to the sellers. Stefano Devescovi, who is founder and managing partner of Terra Nova Advisers, led the execution team and commented: “We guided Mr. Carriero through the various possibilities and introduced him various potential parties. As a matter of fact he wanted to continue being involved in the company and therefore he found in Stirling Square the ideal partner for the next development phase of the company.”

ENVIRON Italy has been advisor for the environmental matters to Stirling Square in the deal, with the team being led by Andrea Campioni (pictured left), Principal, and Roberto Salvati (pictured left), Manager. Campioni commented: “ENVIRON support was functional to help identifying the vending parties responsibility profiles and the associated costs for the identified environmental liabilities, challenging with time and regulatory complexities.”

EADS ACQUISITION OF VIZADA EADS has acquired Vizada, a leading independent provider of global satellite communications services, for its Astrium Services division. The company will be integrated into Astrium Services and contributes to EADS’ strategic Vision 2020.

Vizada is a leading independent provider of global satellitebased mobility communication services, serving customers across sectors including maritime, aero, land, media, NGO (non-governmental organizations) and government/ defence. Via all satellite network operators, it offers mobile and fixed connectivity services both directly and through a distribution network of over 400 re-sellers.

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Vizada has over 200,000 users around the world. Vizada is present in five continents with over 700 employees. Vizada expects to generate around $660 million in revenue and $95 million EBITDA in 2011.

Astrium Services covers Telecom Services, Secure Satcom Systems, and Geo-Information Services. Vizada will become a fourth business line within Astrium Services enabling the continued diversification of Astrium’s customer base, and providing a complete range of fixed, handheld and mobile solutions across both secure commercial and military-hardened satcom networks. Astrium Services and Vizada teleport infrastructures will be combined to serve all customers in the most remote areas, offering a global coverage and seamless connectivity.

Eric Béranger, CEO of Astrium Services, said: “Vizada being a world leader in commercial satcom services is the perfect complement to our existing satellite communications portfolio which is heavily focused on governmental and secure civil satcom. Bringing Vizada together with Astrium will enable us to be more innovative, diversifying our range of services and providing our customers with greater flexibility”.

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