Acquisition International January 2012

January 2012 /

In this Issue/

6

DEAL GURU:

7

SECTOR TALK:

The road to M&A completion Jeremy Barnett

28 SECTOR SPOTLIGHT:

UK Corporate Insolvency

NETSOL TECHNOLOGIES & INVESTEC ASSET FINANCE — Jointly Acquire U.K. Based Virtual Lease Services Limited / 10

www. ACQUISITION-INTL .com

INTEGRATION, INTEGRATION!

— IAS Claim Services acquires Jim Buckley & Associates / 12

AUREOS INVESTS IN REVITAL

— Shakir Merali goes in-depth about the investment / 13

CONTENTS:

January 2012

Editors Comment Doing deals in growth markets is an important way in which companies in developed countries can seek to drive growth as their traditional markets remain stagnated. But these deals can be both fraught with risk and costly when they go wrong. PwC has analysed 200 such deals to identify the root causes of the problems and suggests a number of measures corporates should take to manage the risk and boost their chances of a successful deal.

The report Getting on the Right Side of the Delta: A Deal-maker’s Guide to Growth Economies flags up the scale of the problem: in 2011, the value of deals from companies in Western Europe and the US into growth markets was at least £140bn; but more than half the deals that entered external due diligence didn’t complete; and of those deals that did complete but later ran into problems, the average cost to the buyer was around 50% of the deal value.

In addition, the failure rate of deals entering external due diligence is higher than developed counties. This adds additional cost in tangible terms (i.e. cost of diligence) and intangibly (e.g. investor confidence). The common barriers to deal completion are the inability to get comfortable with local market valuations, government interference, the lack of transparent financial information and non-compliant business practices.

This month, Acquisition International starts the year with a new look and new feel but still ram packed with fresh topics, country and specialist reviews and deals from around the globe.

Enjoy the new look issue and Happy Chinese New Year to our Asian readers!!

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

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/

CONTENTS — January 2012

ON THE COVER - SECTOR TALK : /10

Netsol Technologies & Investec Asset Finance jointly acquire UK based Virtual Lease Services Ltd. NEWS: /08

The Latest News stories from around the world.

DEAL GURU: /06

FromRegulation to Risk / The Road to M&A Deal Completion

SECTOR TALK: /08

Jeremy Barnett, an experienced barrister as well as a budding entrepreneur.

ADVISER MAP: /53 Contacts from around the world.

DEAL DIARY: /54

The Latest Transactions from around The World.

SECTOR SPOTLIGHT: /16

Switzerland A location for Int. Arbitration

/14 /15 A Location for Int. Arbitration /18 Investing in Emerging Markets /21 Resolving Conflicts Through Mediation /22 Investing in Israel /23 Pension Issues in M&A transaction /24 Doing Business in Ukraine /26 UK CorporateInsolvency /28 The Importance of Due Diligence /30 Doing Business in Brazil /32 Acquisition Int. 2011 Financial Review /33 Doing Business in Poland /34 2012 Corporate Tax Return /35 Intellectual Property in M&A Tran. /37 The Public Access Scheme /40 Return of the Management Consultant The Virtual Data Room

LEGAL AWARDS: /46

Some of our winners from the 2011 Legal Awards.

Publication Production by Tabias Ltd.

ACQUISITION INTERNATIONAL

January 2012 /

3

NEWS:

From Around The World

ROBECO AMONG THE FIRST

— European Asset Managers to Embrace Central Clearing

Recently Robeco has gone live with clearing Over-The-Counter (bilateral trades) interest rate swaps, through a central clearing party. Not only are all new swaps to be traded from now on through a central clearing platform, also all outstanding positions are being back loaded as cleared trades.

Robeco is among the first European asset managers to embrace central clearing and is convinced that doing so will improve the mitigation of counterparty and systematic risk from bilateral collateral agreements.

clearing. In addition, regulators have focused on strengthening capital requirements (e.g. BASEL III) which eventually will have an upward effect on prices for non-cleared trades.

Robeco strongly believes that central clearing will become market practice for mainstream derivatives.

Furthermore, it brings operational simplification and standardized pricing methods to derivative clearing which is expected to have a positive benefit on operational and trading costs.

Central clearing mitigates counterparty risk while making it less labour intensive by reducing the number of daily collateral movements.

The collapse of Lehman had a significant impact on the management of counterparty risk throughout the industry and as a result made managing counterparty risk a labour-intensive matter. To limit systematic and counterparty risk, regulators have come up with a framework (EMIR and Dodd-Frank) which quite strongly encourages the industry to adopt central

It also encourages price transparency which may very well have a downward pressure on the trading cost of cleared trades. This trend may be boosted by the regulatory development of OTC trading facilities.

Robeco uses the LCH platform and Barclays as its clearing broker.

HAYMARKET RISK MANAGEMENT — Sets up New Tax Disputes Division Haymarket Risk Management announced today the creation of a new Tax Disputes division in response to the growing number of cases now being pursued with ‘unprecedented aggression’ by HMRC. Speaking to industry guests at a briefing and reception at the Guildhall in London, Richard Yewdall, head of Haymarket’s Tax Disputes division said: “In recent months HMRC has adopted a much more aggressive approach no doubt because of pressure from the Treasury to stem revenue losses and collect as much tax as possible.

One particular sea-change has been that an investigation will now cover all taxes ranging from income tax and VAT to Capital Gains Tax and Corporation Tax. “For example, we were recently involved in a case where the HMRC investigators had obtained information not only from their own income tax and VAT files but also from a European tax authority about a client’s tax affairs in that

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country. This is a civil case and I can say that HMRC would previously only have gone to such lengths in a criminal prosecution.

Things really have moved on and the need for professional representation in tax cases has never been greater. This also demonstrates how easy it is to obtain information under the EU mutual assistance rules.

“It is therefore necessary to anticipate the HMRC approach to an investigation and plan the best course of action prior to attending any interviews.

“In this respect, Haymarket has a major advantage following the recruitment of a number of ex senior members of HMRC’s investigation service whose knowledge is invaluable when dealing with serious tax investigations.

Whilst we deal directly with civil fraud cases, we are happy to assist lawyers who have clients who are being prosecuted, and advise on the strengths and weaknesses of HMRC’s case.

ACQUISITION INTERNATIONAL

NEWS:

From Around The World

INVESTEC GROWTH & ACQUISITION FINANCE — Supports MVC Private Equity in its £28m Management Buy Out of Gibdock Limited.

Investec Growth & Acquisition Finance (‘GAF’), part of Investec Specialist Bank, has provided a flexible financing package of senior and mezzanine debt along with a minority equity co-investment to US private equity fund, MVC Private Equity LP (‘MVC), in its £28m management buy-out (MBO) of Gibdock Limited (‘Gibdock’).

Gibdock is the holding company for the ex-Royal Navy dry docks yard in Gibraltar.

It provides bespoke shipyard services to a growing client base of international ship owners and operators. Gibdock offers comprehensive repair, maintenance and conversion facilities from its three dry docks and protected deepwater port.

John Clifford, Investec Growth & Acquisition Finance, comments,

We are delighted to be working with MVC and the management team in this transaction.

“MVC is an impressive sponsor with a working knowledge of this niche sector, and the management team led by Joe Corvelli has clearly demonstrated an excellent track record and the skills required to drive future growth.

Gibraltar is ideally located at the crossroads of the Mediterranean and Atlantic shipping lanes meaning minimum deviation and down time for ships operating in these waters.

First-class facilities, a highly qualified and skilled work force, and a year round climate ideally suited for outdoor ship-work, makes Gibdock a very attractive option for international ship owners and operators requiring time-critical and high quality repair and maintenance services.”

Chris Sullivan, Managing Director at MVC, added, ”Investec’s financing package, in support of MVC’s acquisition of Gibdock, demonstrated strong conviction during a turbulent time in the broader market. MVC is grateful to have Investec as a partner and respects Investec’s ability to focus on the merit of the investment opportunity while designing and tailoring a creative financial structure.”

James Stirling, Investec Growth & Acquisition Finance concludes: “This was a complex, cross border-deal executed in a challenging economic environment.

The successful conclusion of the deal reinforces Investec Growth & Acquisition Finance’s stated strategy of supporting high-quality private equity sponsors and first-rate management teams with bespoke financing packages and a focus on delivery.”

ACQUISITION INTERNATIONAL

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.

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.

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.”

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.

January 2012 /

5

DEAL GURU:

The Road to M&A Completion

FROM REGULATION TO RISK — The Road to M&A Deal Completion

Despite the continued uncertain economic outlook, recent research predicts an upturn in 2012 M&A deal volumes and values - particularly in cross-border transactions. Against this background, leading international law firm, Eversheds gathered a number of senior M&A professionals to discuss how businesses could identify and assess the variety of risks that impact on deal making. Robin Johnson, partner at Eversheds summarises some of the key areas that were considered by the experts charged with making deals work.

The role of the advisor It was noted by some that advisors often receive an incentive for deal execution, which perhaps in a leaner market could sway advice towards deal completion as opposed to a focus on whether it is the correct decision for the buyer. Some advisors are changing their operating model, offering to be paid for advice rather than paid on the basis of a deal being signed.

The view was that the role of advisors will become increasingly split - with corporates seeking advisors for advice on deals and private equity houses seeking advisors for deal execution.

Weighing up the Risks

Robin Johnson / Partner

The discussions – which were undertaken in a round table format – covered many areas as the participants considered the appetite for risk across different types of entities, be they strategic advisors, private equity or banks. Anecdotal examples were provided by many of those attending of deals that had failed because of a number of reasons, including cultural issues between the buyer and seller, dangers associated with entrepreneur sellers, flawed business plans, or undiscovered risk of a liability which subsequently arose. As well as looking at the myriad reasons why some deals fail, the debate covered risks associated with earnout acquisitions, as well as the actual implementation of the deal and the links between the deal and integration teams.

In summary, four key risk areas were examined - all of which have a crucial bearing on the completion and future success of any deal. These were the role of the advisor, overall risk assessment, the dynamics of the deal team and the impact of regulatory oversight on deals. The round table provided some thoughtprovoking observations from within the M&A community and, again, reinforced a strong belief among experts of the essential need for any buyer to have a thorough understanding of the marketplace they were entering if the deal is to prove commercially successful in the future.

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There was a general acknowledgement that all deals involve an element of risk. The group spoke of experiences where deal teams focus on valuation risk, yet the real risk is in the future operational and industrial logic of the deal. With this in mind, the group all agreed that any buyer must have a thorough understanding of the market they are entering, as once the deal is struck the only risk left is commerciality.

an integration manager at an earlier stage but that bigger deals or hostile takeovers tend not to due to the confidential nature of the deals.

Another issue highlighted was around deals involving the separation of smaller divisions from larger groups and the inherent problems of moving these divisions away from group dependence for essential IT, payroll and utility services. Recent experience highlights a growing number of deals failing because the ‘separation factor’ has not been catered for adequately. Clearly, there is a need for transitional services arrangements in such cases to avoid issues post-deal.

Regulatory Impact

Regulatory impact on any deal can often be farreaching, complex and increase risks. A number of examples were highlighted in the discussion. Firstly, the importance of understanding international regulation and factoring this into timeframes for any cross jurisdictional deals is a vital consideration.

Closer to home, the uncertainty about how pension regulation will be enacted is also causing current

Recent experience highlights a growing number of deals failing because the ‘separation factor’ has not been catered for adequately.

The deal team The group highlighted the importance of post-deal integration to the success of any deal - but some admitted that integration is often not considered until the deal is concluded. There was general consensus that while integration is when the real work begins, often integration team resourcing does not mirror such importance. The group felt this was an area of risk to the future success of the post-deal business.

The point was also raised that even though integration is when the real work begins on a deal, it is not given the correct resourcing. The deal team is often large in numbers involving very senior people, while the integration team is smaller and often includes more operational-level people. One participant observed that smaller deals often have the involvement of

confusion, with some deals having to contend with pension deficit implications. Seeking advice from the Pensions Regulator was deemed as problematic in its current structure. Finally, the culpability of any new business owner for the illegal activities of the company in question highlights to many the central need for forensic levels of due diligence to help mitigate future risks.

Looking forward

Bringing together senior professionals involved in M&A certainly indentified some common themes and challenges. With an upturn in M&A activity on the horizon, we will see how dealmakers respond to the issues identified in the discussion to ensure that deals are not only seen through to a successful completion, but also drive the business forward as a result.

ACQUISITION INTERNATIONAL

SECTOR TALK: Jeremy Barnett

SECTOR TALK — Jeremy Barnett

Jeremy Barnett is an experienced barrister as well as a budding entrepreneur, having recently setting up his own consultancy. Jeremy talks to Acquisition International about the new business, the ideas behind it and what it was like to be voted UK Health and Safety Barrister of the Year.

“Resilience is a consultancy which may turn into what is called an ‘alternative business structure’ in due course”.

Jeremy continues to explain exactly what services Resilience can offer, and to whom: “We have positioned Resilience as a consultancy to advise investors, global businesses, local and national governments etc who wish to launch low carbon research development and who are looking at reducing risk in low carbon innovation, especially in energy storage and smart grid technology. The idea is that the partners will specialise in research, the legal regulations (which is where I come in) and the financial modelling of new developments to create what we call business resilience in new networks and something we call the circular economy.”

Jeremy Barnett / Barrister

Jeremy Barnett is a leading environmental lawyer.

He is Head of Regulatory at St Paul’s Chambers, Leeds, as well as a member of 2 Bedford Row Chambers, London. Jeremy has specialised in Trading Standards, including toy and product safety, health and safety, and disciplinary work.

Jeremy has been involved in emerging technology for some time and has also been interested in low carbon technology, energy storage and the legal and regulatory issues surrounding the introduction of such technologies.

It was Jeremy’s interest in this area of expertise which fuelled the creation of Resilience Partners, Ltd, a consultancy which Jeremy has formed along with Professor Richard Williams OBE, Engineer and Innovator; Jon Price, Director of the Centre for Low Carbon Futures, and Carl Chambers, former FD of Spice Plc and Chairman of CNG Ltd. “As far as Resilience is concerned, the Legal Services Act has changed the landscape of how lawyers can deliver a legal service,” Jeremy explains. “Barristers have traditionally been self-employed in chambers but they are now permitted to work with other professionals, or other businesses.

ACQUISITION INTERNATIONAL

Jeremy has been driving this type of agenda for a number of years having had his interest piqued in emerging technology and how new innovation effects the legal process. His involvement includes

dated and doesn’t necessarily reflect what people are doing on the ground, and it causes great frustration for businesses, as legislation does not judge what’s happening now.”

Recently, Jeremy was voted the UK Health and Safety Barrister of the Year by Acquisition International readers. An award which he was particularly pleased with as it recognised activity outside of London.

“It is a fantastic award to win,” he enthuses.

“Personally, it’s not easy for chambers outside London to get a national or global profile, so we were really pleased that, for once, we’ve shown that everything doesn’t have to happen in London.”

“We are very keen to try to promote green technology in the area and we are working together as businesess, with the universities and local government, to promote this area of the Yorkshire region for Green Technology, because it’s not only good for the area, it’s also good for the UK.”

The biggest difficulty the consultancy faces is that health and safety and other regulation looks backwards, it doesn’t look forwards. It’s often out-dated and doesn’t necessarily reflect what people are doing on the ground. being a visiting professor at Leeds University for Law Informatics – the study of computing and how it is affected by areas such as law and medicine.

“It’s not just a health and safety perspective,” comments Jeremy. “The skills that we’ve put together in Resilience means that we can broker a deal, we can advise on financing deals, we can advise on the technology behind the deals, the implementation, the government grants that might be available for research or building a factory, and we can help guide the manufacturer with what the clients want, so we’re looking at all the ways in which we can help the new business and its new ideas enter the market place.

“The biggest difficulty the consultancy faces is that health and safety and other regulation looks backwards, it doesn’t look forwards. It’s often out-

So how would Resilience pitch itself for business?

What makes it stand out from the crowd? Jeremy has the answer.

“Were ahead of the curve!” he smiles. “We’ve got a unique skill set of all the requirements to implement technology, so if you want to design a new ‘smart city’, we can advise on the research, finance, legal, marketing, business process and implementation strategy.’

“Too many people are watching others and what others are doing. I think we need to go back to the very core principles of delivering a service to the customer. We have to know what the customers are doing and deliver the service they want rather than delivering the service that we want to do.”

January 2012 /

7

SECTOR TALK:

Private Equity-Backed Buyout Deals in 2011

PRIVATE EQUITY-BACKED — Buyout Deals in 2011

According to data from Preqin, 2011 was a strong year for private equity deals despite the slowdown in the last quarter. As a whole, deal volume and aggregate value for 2011 reached a post-Lehman high and were 12% and 18% higher respectively than in 2010, increasing from 2,450 deals valued at $218.4bn, to 2,751 deals valued at $258.2bn.

QUARTERLY NUMBER AND AGGREGATE VALUE OF PE-BACKED BUYOUTS GLOBALLY

Q1 2006 - Q4 2011 Period

No. of Deals

Aggregate Value of Deals ($bn)

Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011

538 813 651 674 729 903 724 776 625 718 636 430 353 422 446 507 491 622 634 703 672 749 706 624

98.2 108.9 192.5 248.6 169.7 272.8 126.8 71.9 49.3 80.0 39.9 15.9 11.9 15.9 22.0 44.3 29.8 54.8 64.6 69.1 58.3 81.7 61.5 56.7

North America witnessed a slight uptick in both deal volume and aggregate value in 2011 in comparison to the previous year, with 1,469 deals being recorded (versus 1,264 for 2010) and aggregate deal value reaching $122.7bn (versus $117.6bn for 2010).

The $15.6bn aggregate value of deals seen in Europe in Q4 2011 were considerably lower (37%) than the $24.9bn recorded in Q3. However, despite the decrease towards the end of the year, as a whole, aggregate private equity capital invested in Europe saw a 34% increase on the $71.4bn seen in 2010. The number of deals in the region also increased by 7%.

Source: Preqin

More private equity capital also made its way into Asia and Rest of the World with the aggregate deal value increasing by 36% to $39.9bn, up from $29.4bn in 2010. As investment in Europe slowed in Q4, the reverse occurred in Asia and Rest of the World, with the latter region seeing a 43% increase in aggregate deal value over the $8.1bn recorded in Q3 2011. Small-cap private equity transactions, those defined as being less than $100mn in value, accounted for 55% of the 2,751 deals recorded in 2011. Of the $258.2bn in aggregate deal value recorded for the same period, large-cap deals – those defined as deals over $1bn – represented 47% of this figure. The industrials space was the most prominent industry sector in private equity in 2011, accounting for a quarter of the total number of deals and a fifth of the global aggregate value. Deal volume in North America for 2011 increased 16.2% over 2010’s figures, with the aggregate deal value only increasing slightly by 3.8% over the same period.

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ACQUISITION INTERNATIONAL

SECTOR TALK:

Private Equity-backed buyout deals in 2011

QUARTERLY AGGREGATE VALUE OF PE-BACKED BUYOUTS BY REGION

Q1 2008 - Q4 2011 Period

North America

Eurpoe

Asia & Rest of ROW

Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011

26.7 31.2 21.0 5.1 4.9 9.7 11.4 23.8 13.2 34.1 30.8 39.5 24.6 40.2 28.4 29.5

15.0 38.9 16.1 6.5 3.2 2.0 6.7 14.9 11.8 12.8 27.0 19.8 21.9 33.0 24.9 15.6

7.6 9.9 2.8 4.2 3.8 4.2 3.9 5.7 4.8 7.9 6.8 9.8 11.7 8.5 8.1 11.6

Source: Preqin

PROPORTION OF NUMBER AND AGGREGATE VALUE OF PE-BACKED DEALS IN 2011 BY TYPE Type

No. of Deals

Aggregate Value of Deals ($bn)

LBO Add-on Growth Capital Recapitalisation PIPE Public To Private

40% 36% 14% 3% 3% 3%

56% 13% 6% 1% 4% 19%

Source: Preqin

BREAKDOWN OF NUMBER AND AGGREGATE VALUE OF PE-BACKED DEALS IN 2011 BY INDUSTRY Type

No. of Deals

Aggregate Deal Value

Industrials Consumer & Retail Information Technology Business Services Healthcare Energy & Utilities Telecoms & Media Food & Agriculture Materials Other

26% 15% 13%

19% 15% 14%

16% 11% 4% 6% 5%

13% 12% 9% 8% 3%

2% 2%

3% 3%

Source: Preqin

ACQUISITION INTERNATIONAL

January 2012 /

9

LEAD MANDATE:

Netsol Technolgies & Investec Jointly Acquire U.K.-Based Virtual Lease Services Limited

NETSOL TECHNOLOGIES & INVESTEC ASSET FINANCE

— Jointly Acquire U.K. Based Virtual Lease Services Limited

NetSol Technologies, Inc. (Nasdaq:NTWK), a worldwide provider of global IT and enterprise application solutions, recently announced a definitive agreement to jointly acquire United Kingdom-based Virtual Lease Services, Ltd. (“VLS”), together with Investec Asset Finance Plc., which provides asset and loan finance services to corporate and professional firms in the U.K. Acquisition International speaks to Investec about the rationale behind the acquisition.

The acquisition is owned 51% by NetSol Technologies Europe, Ltd., a wholly-owned subsidiary of NetSol Technologies Inc., and 49% by Investec Asset Finance. The deal took 8 weeks to complete.

VLS, with more than 30 customers across the U.K. finance and leasing industry, provides key support to their clients in business areas, including portfolio management, distressed portfolio analysis and recovery, standby servicing requirements and other customer-driven tailored servicing. VLS utilizes NetSol’s Leasesoft system for Lease Accounting and Administration as a key resource for their customer base.

WHAT WAS THE STRATEGIC REASON FOR NETSOL TECHNOLOGIES AND INVESTEC ASSET FINANCE JOINTLY ACQUIRING VIRTUAL LEASE SERVICE LTD? “Virtual Leasing Services is a well established lease portfolio administration and outsourcing business with an excellent reputation in the sector. Its clients include a number of large banks (including Investec) equipment suppliers and manufacturers that manage their “own label” finance businesses and smaller lenders that prefer not to carry the burden and cost

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of their own administration and collection activities.

VLS’s services are therefore complimentary to those of both Investec and Netsol.

With the combination of VLS’s robust and low cost operating platform, the advanced technological input from Netsol and the support of a large international financial institution it is easy to foresee VLS growing into a powerful solution for the wide range of businesses that have installment credit portfolios to administer as a result of their lending activities.

At one end of the scale we see VLS’s services being attractive to existing banks and financial institutions who wish to reduce and control costs as they strive for efficiencies and new start businesses that wish to minimize set up costs and reduce risks.”

WHY DID YOU TEAM UP WITH NETSOL TECHNOLOGIES? “Netsol has been the provider of the lease administration platform used in our own asset finance business for a number of years which means we know their system, we like the way Netsol work and have good communication with them through all levels of our respective businesses. Add into the mix that they are also the IT platform provider for VLS and it becomes obvious why they would be the natural choice as a partner for this transaction.”

ARE YOU LOOKING FOR FURTHER ACQUISITIONS AND IF AS SO ARE THEY IN THE SAME OR A DIFFERENT SECTOR? “Both shareholders are targeting growth. We continue to look for business opportunities that will give enhanced levels of income and which build upon our existing core skills so as to minimize the risk of failure.”

ACQUISITION INTERNATIONAL

LEAD MANDATE:

Netsol Technolgies & Investec Jointly Acquire U.K.-Based Virtual Lease Services Limited

HOW DO YOU PLAN TO INTEGRATE VIRTUAL LEASE SERVICES LIMITED INTO THE ORGANISATION? “We plan to keep VLS outside of each shareholders organisation structure. It is already a standalone business and we wish for that to continue but with the close support from its new shareholders. It is a lean and effective operation. We have a clear vision that does nothing to detract from this.”

WHAT OTHER SYNERGIES DO YOU FORESEE FROM THE TRANSACTION? “All of VLS’s clients at one time or another will need to think about how they administer and collect out their portfolios, what are their IT platform requirements and how do they fund their business.

Merging some of all or some of these needs into one conversation is a first. Financial markets are changing at a rate never seen before, Add to this tight liquidity, changing technology, increased acceptance of this technology both by businesses and consumers means the way businesses operate and the way these businesses go to market will change and evolve more and more quickly. VLS, Netsol and Investec each have the skills and culture to ensure they keep in step with this movement.”

WHAT WILL THIS DEAL MEAN FOR CUSTOMERS AND SUPPLIERS OF THE BUSINESS? WHAT CHANGES WILL THEY SEE? “We don’t expect there will be any immediate change. But when change does arrive it will bring with it improved levels of client access, and more flexibility around how VLS can support its clients’ needs through the application of both technology and financial innovation.”

HOW WILL YOU ASSESS WHETHER THE DEAL HAS BEEN A SUCCESS WHEN YOU LOOK BACK IN ONE YEAR’S TIME?

That is simple. This is what success looks like: VLS has more clients, the business is more profitable, its customer acknowledges they have continued to receive high levels of service and VLS staff feel they have played a valued part of making their business successful.

WAS THE DEAL MANAGED ENTIRELY BY NETSOL TECHNOLOGIES AND INVESTEC ASSET FINANCE OR WERE EXTERNAL ADVISERS USED TO PROGRESS THE TRANSACTION? “The transaction was managed by both businesses working together in partnership. We combined our joint internal resources to deal with due diligence and transaction management but with a shared external legal counsel.

The fact is both Netsol and Investec shared much of the same view on this transaction from the very beginning, ensuring that deal progress always positive and constructive.”

ACQUISITION INTERNATIONAL

Company: Investec Bank plc Name: Lee Barnsley Email: Lee.Barnsley@Investec.co.uk Web: www.investec.co.uk/assetfinance Address: 101 Finsbury Pavement, London, EC2A 1ER, UK Telephone: +44 (0)207 597 3682

January 2012 /

11

ON THE COVER:

Intergration, Intergration!

INTEGRATION — Integration!

Independent insurance adjuster IAS Claim Services recently acquired regional independent adjuster Jim Buckley & Associates. The acquisition now gives IAS a footprint servicing more than one-third of the US population for day-to-day property and casualty claims and two-thirds of the US population for catastrophic claims.

Larry B Cochran, IAS CEO, spoke to Acquisition International regarding the transaction.

WHAT WAS THE STRATEGIC REASON FOR IAS CLAIM SERVICES BUYING JIM BUCKLEY & ASSOCIATES?

in the industry reach out to us seeking potential opportunities to grow with our company.

Fortunately we are in a position to capitalize on those opportunities allowing people to join a fast growing, high energy and professional company.”

solutions that improve the whole claim life cycle experience for all of our customers.”

WAS THE DEAL MANAGED ENTIRELY BY IAS CLAIM SERVICES OR WERE EXTERNAL ADVISERS USED TO PROGRESS THE TRANSACTION?

HOW HAS THE DEAL BEEN FINANCED? “IAS is seeking to develop a national footprint for claims adjusting in the US. Our strategy is both organic and through acquisition. JBA was a known quality firm that already had firmly established full coverage in CA, NV and AZ, so it fit well in our expansion plans.”

ARE YOU LOOKING FOR FURTHER ACQUISITIONS AND IF AS SO ARE THEY IN THE SAME OR A DIFFERENT SECTOR? “Yes, we are continuously looking for acquisitions in the claims adjusting sector, particularly where the companies offer new territories and accounts and are very well run with professional people.”

HOW DO YOU PLAN TO INTEGRATE JIM BUCKLEY & ASSOCIATES INTO THE ORGANISATION? “We have a very fast track integration plan. Over the past few years we have established stream lined systems that act as the foundation for seemless growth through acquisitons. We are already replacing 100% of JBA’s computer and telephone systems to enable a speedy transition to our platform.

In less than 3 months we will have 100% of JBA’s administrative processes fully integrated. This will accelerate our client response times by automating many of the previously manual processes to receive, set up and dispatch claim assignments.”

WHAT OTHER SYNERGIES DO YOU FORESEE FROM THE TRANSACTION? “In addition to the anticipated synergies of client cross-selling and back-office efficiencies, we are also experiencing some serendipitous opportunities as well. Principally it is the attention we are getting from some of the best adjusters and managers in the industry.

Since the announcement of our JBA transaction we’ve had a number of incredibly great people

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“We used a combination of cash, bank and seller financing.”

WAS BANK FINANCE A PROBLEM? “Bank financing was not a problem, however some requirements were more restrictive than in the past owing to the tightening regulations of US banks and overall more conservative banking environment.”

WILL THERE BE CHANGES TO THE MANAGEMENT TEAM OF THE BUSINESS POST TRANSACTION? “The primary changes in the management team is that Jim Buckley has become one of our top leaders to help us develop and manage our national plan for expansion.”

“StoneRidge Advisors out of Chicago, IL assisted the company as investment bankers in the transaction.”

HOW WILL YOU ASSESS WHETHER THE DEAL HAS BEEN A SUCCESS WHEN YOU LOOK BACK IN ONE YEAR’S TIME? “If all of our people are acting as if they are all on the same team and pulling in the same direction, then I know all the other objective measures will show it’s been a success.”

ON A LIGHTER NOTE, WHAT IS THE BEST PIECE OF ADVICE GIVEN TO YOU? “You can never do a good deal with a bad guy and, conversely, you can never do a bad deal with a good guy.”

WHAT WILL THIS DEAL MEAN FOR CUSTOMERS AND SUPPLIERS OF THE BUSINESS? WHAT CHANGES WILL THEY SEE? “Upside for our customers is: a. We can now handle general business claims from Louisiana to California with expansion in 2012 to include Southern Atlantic, Mid Atlantic and Northeast US. b. Significantly expands our large loss adjuster pool to one of the bigger teams in the US. c. Larger client base provides ability for IAS to provide full coverage to areas that any single insurer could not justify full time resources. d. Coverage of multiple time zones allows extended hours of operation of the IAS ClaimCare customer service center, providing our clients’ insureds with live person customer care for 12 hours a day and 24 hours during catastrophic events.

Larger scale allows us to invest more in technology

Company: IAS Claim Services Name: Larry B. Cochran Email: lc@iasclaims.com Web: www.iasclaims.com Address: 1020 NE Loop 410, Suite 805 San Antonio, Texas 78209 Telephone: 210.804.1300

ACQUISITION INTERNATIONAL

ON THE COVER:

Aureos Invests in Revital

AUREOS INVESTS — in Revital

Aureos Capital Limited is a private equity fund management company which specialises in providing expansion and buy-out capital to businesses across Asia, Africa and Latin America. Partner Shakir Merali goes in-depth about one of its more recent investments.

Shakir Merali is a Partner in Aureos’ Nairobi office and is responsible for structuring and working with investments in the Aureos East Africa and Aureos Africa Funds. He currently oversees a portfolio of companies in sectors that span, amongst others, financial services, logistics, cement and fashion retail.

Shakir explains a little more about Aureos and what it specialises in. “We focus exclusively on investing in small and medium-sized businesses across emerging and frontier markets. We are active in over 50 markets and have 17 regional private equity funds covering Asia, Africa and Latin America, and look to invest in small and medium-sized companies, typically with sales of between $5 and $75 million, and which require growth capital.”

Shakir is also primarily responsible for the investment activities of the Africa Health Fund, a pilot Aureos initiative that has been funded to invest in the base of the pyramid Healthcare businesses in Africa.

“The key investment rationale is that Africa is still importing a lot of its basic medical supplies like syringes, or IV equipment from Europe and Asia,” Shakir embellishes.

“If this equipment can be manufactured locally but to global standards, it can be very competitive on price, particularly as global transportation costs increase. In the case of syringes, which are often needed at short notice for vaccination drives, the much shorter lead time that can be offered compared to a manufacturer in India will also be an advantage.

“When we came across Revital, it was quietly manufacturing and selling syringes, 24 hours a day, 7 days a week, and doing so with full WHO-GMP certification. By investing in scaling capacity, we believe there is substantial scope for the company to grow its export business across East, Central and Southern Africa.”

The Fund’s objective is unique: to help low income Africans gain access to affordable, high quality health services while providing investors with good long-term financial returns.

Shakir continues. “There is a growing demand for quality healthcare in Africa that publicly funded provision cannot meet, and as a result, a very wide cross-section of the population rely on private facilities” “By investing in private health providers and other companies in the health supply chain like medical provision companies, we can grow what are generally relatively small businesses into larger, more profitable ones, whilst at the same time improving health care provision, and ultimately, health care outcomes for some of Africa’s poorest citizens.”

Recently, the Africa Health fund committed $2.75 million to Revital Healthcare EPZ Limited, a company based in Mombasa which specialises in the manufacture of single use auto disable hypodermic syringes.

ACQUISITION INTERNATIONAL

It is evident to see that this investment will bring clear benefits to the people of Africa who currently cope with a healthcare provision which is very fragmented and under-resourced.

Not only is the investment expected to improve the healthcare system, it is also expected that the Revital expansion plan will generate additional direct and indirect employment of 350 Kenyans. The investment will also enable Revital to continue its community support programme. In 2010 Revital supplied seven million syringes for use in an immunisation drive to fight a measles outbreak in Malawi. They also donated 500,000 syringes to support a Kenyan Government immunisation drive for children under the age of one.

Aureos combines a broad local presence with deep local knowledge, something that Shakir believes is key to the company’s success.

“Far too many private equity investors invest in a “fly-in, fly-out” basis,” he states. “However, Aureos believes that to invest sensibly in emerging markets you need to have a strong local presence.”

Its network of more than 20 offices covering more than 50 markets has particular expertise in the healthcare sector, with investments in hospitals and medical supply companies across Asia, Latin America and Africa.

“Because of where our team is located, we are thoroughly immersed in the business network in the region. We know the issues, we can respond quickly to new investment opportunities and we can stay close to existing portfolio companies. That local expertise and ability to engage with small and medium sized companies is a commercial advantage that other competitors are not able to match. Especially in some markets, there is a lot of competition for larger transactions, and valuations have ballooned as a result.”

“By investing in Revital, the Africa Health Fund will help improve the availability of competitively priced, locally produced medical supplies. This will help lower costs for healthcare providers, as well ensure that spikes in demand can be met more quickly because production and delivery lead times will be much shorter.

“Revital will also play an important part in the major drive by the World Health Organisation and others to ensure that AD syringes are used to help minimise the spread of blood-borne diseases like HIV in healthcare settings and through vaccination programmes.”

Company: Aureos Kenya Managers Ltd Name: Shakir Merali Email: shakir.merali@aureos.com Web: www.aureos.com Address: Norfolk Towers, 1st Floor, Kijabe Street, P. O. Box 43233-00100, Nairobi, Kenya Telephone: +254 20 2228 870

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SECTOR SPOTLIGHT:

The Return of the Management Consultant

THE RETURN

In the wake of the global financial crisis, many businesses have and will continue to be presented with some key challenges; restructuring, increased regulation, changing consumer patterns and reduced budgets to name just a few.

The management consulting industry was hit hard by the recession with nearly every industry reducing their consultancy budgets but now our global economies are (albeit slowly) returning to growth, the demand for consultancy services is on the rise again.

Acquisition International speaks to the experts.

Dr. Abdullah M. AL-Khalaf is Senior Consultant and General Manager of AMSAK. PEASE GIVE A BRIEF SYNOPSIS OF YOUR EXPERIENCE MANAGEMENT CONSULTANCY. Dr. Abdullah M. AL-Khalaf: “Over 27 years of experience in management consulting. We have managed over 100 consulting projects for local and regional organizations. All were completed with total customer satisfaction.”

WHO NORMALLY ENGAGES YOUR SERVICES? Dr. Abdullah M. AL-Khalaf: “We provide consulting services to public and private organizations locally and regionally.”

HOW DID ECONOMIC DOWN FALL AFFECT THE MANAGEMENT CONSULTANCY INDUSTRY AND YOUR CLIENT’S DEMANDS? Dr. Abdullah M. AL-Khalaf: “The economic down fall affected all types of businesses including governments; therefore, as expected the management consultancy industry was affected because the demand decreased.”

WITH THE WORLD ECONOMY SLOWLY RECOVERING, HAVE YOU SEEN AN EVIDENCE OF CONSULTANCY BUDGETS INCREASING WITHIN

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— of the Management Consultant

YOUR JURISDICTION? PLEASE USE EXAMPLES TO HIGHLIGHT YOUR ANSWER. Dr. Abdullah M. AL-Khalaf: “There is an obvious increase in the consultancy budget and that is evidence in the in the increase of demand for consulting work.”

HOW HAS YOUR ROLE CHANGED IN A POSTRECESSION ENVIRONMENT? AND WHAT MAKES YOU THE RIGHT MANAGEMENT CONSULTANT? Dr. Abdullah M. AL-Khalaf: “Our role has never changed. We always focus on developing the right strategies and strategic directions the serve our customers in the present and the future. We rely on our experience and our strength and methodology in collecting and analyzing data the provides the right directions for our customers.”

WHAT ARE THE KEY BENEFITS OF HIRING A MANAGEMENT CONSULTANT? PLEASE HIGHLIGHT HOW YOU HELP DIAGNOSE PROBLEMS AND/OR OPPORTUNITIES, RECOMMEND SOLUTIONS, AND IMPLEMENT IMPROVEMENTS WITHIN YOUR ANSWER. Dr. Abdullah M. AL-Khalaf: “Hiring the right consultant is a critical key for success. The right consultant can effectively analyze organizations and identify strengths, weaknesses, opportunities, and threats. Based on a methodologically sound approach, the right customer can identify directions, solve problems, and implement improvements to improve quality, increase productivity, and reduce costs.”

HOW DOES A MANAGEMENT CONSULTANT IMPROVE COMPANY’S BUSINESS STRATEGIES, SERVICES AND HELP THEM ACHIEVE THEIR GOALS? Dr. Abdullah M. AL-Khalaf: “Management consulting can help organizations achieve their

goals by identifying and scheduling the right goals that are achievable and that are compatible with the organization’s needs and ability.”

IN THE WAKE OF THE GLOBAL FINANCIAL CRISIS, WHAT ARE THE KEY CHALLENGES FACING COMPANIES AT THIS TIME? Dr. Abdullah M. AL-Khalaf: “Global financial crises do not affect organizations that are working according to a well developed strategic plan and specific goals and objectives. It is a major challenge to only companies who are not proactive and adopt only a reactive approach and try to fix things when they are broke.”

WHAT ARE PREDICTIONS FOR 2012 REGARDING DEMAND FOR YOUR SERVICES? Dr. Abdullah M. AL-Khalaf:

We predict a major growth in the demand for management consulting in 2012.

Company: AMSAK Name: Dr. Abdullah M. AL-Khalaf Email: gm@amsak.com.sa Web: www.amsak.com.sa Address: P. O. Box 84105, Riyadh 11671, Saudi Arabia Telephone: +966 1 2815757

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: The Virtual Data Room

THE VIRTUAL DATA ROOM

— Adding Streamlined Security to the M&A process

The Virtual Data Room (VDR) offers a rather significant advance in managing the due diligence delivery process in M&A transactions. In M&A due diligence, one of the most important things is protecting the privacy of corporate documents and keeping buyers anonymous and segregated.

A virtual data room offers a safe, often inexpensive and easy way to access all vital documentation for the prospective transaction and because virtual data rooms can be accessed from anywhere instantly, the due diligence process is typically much faster and deals handled by VDRs typically attract more bidders. Acquisition International talks to Mike Hinchliffe, Regional Director for Merrill DataSite International, part of the Merrill Corporation.

Merrill DataSite is a secure virtual data room (VDR) solution that optimises the due diligence process by providing a highly efficient and secure method for sharing due diligence information between multiple parties. Merrill DataSite provides unlimited access for users worldwide, as well as real-time activity reports, site-wide search, enhanced communications through the Q&A feature and superior project management service—all of which help reduce transaction time and expense in M&A due diligence.

Merrill DataSite have multilingual support staff available from anywhere in the world, 24/7, and can have a VDR up and running with tens of thousands of pages loaded in just 24 hours or less.

“We work with a wide range of Corporates (normally internal M&A teams, General Counsel, Finance Directors or Treasury Teams) on a broad spectrum of transactions from divestitures and acquisitions, to DCM transactions and IPOs. We also work with private equity houses of all sizes, and often have business referred to us by financial advisors (investment banks and accounting firms) and lawyers.”

HOW DO YOU STAND OUT AS A LEADING PROVIDER OF VIRTUAL DATA ROOM SOLUTIONS? “With vast experience in M&A transactions and compliance services, Merrill DataSite has a cultural and organisation-wide discipline in the management and processing of confidential content, vital to the due diligence process. With more than 20,000 deals under our belt, we are the market leader, but we do not take our clients for granted and each deal – whatever the size – is equally important to us. We work constantly to improve and fine-tune our product, but what really makes Merrill DataSite stand out is our approach to service. We have more than 40 Project Managers based in London and this multi-lingual team is available on a 24 hour basis,

ACQUISITION INTERNATIONAL

seven days a week. When you are doing a deal and under pressure, it’s the level of service that matters.”

HOW DO YOU ENSURE YOUR SERVICE IS USER FRIENDLY? “Merrill DataSite VDR is an award winning, industry leading solution that is easy to set up and easy to use, because we made it that way. Our VDRs are familiar, replicating the file structure of Windows Explorer®; they provide a simple, logical index; and it’s easy to upload electronic files, or we can manage that process for clients. We also know things change and while it’s easy for clients to make amendments, our Project Management team is always available and always flexible when help is needed. To ensure a due diligence process runs efficiently, we help clients get the most value from their VDR by assigning a Project Manager, included in the price. They bring their vast experience to a transaction, having worked on thousands of deals worldwide, and Project Managers help clients determine exactly how best to use their VDR. They can also advise how to prepare and load documentation (or offer to undertake this service) and work with clients to define security settings.”

DO YOU FEEL VIRTUAL DATA ROOMS HAVE REVOLUTIONISED M&A DUE DILIGENCE? “Undoubtedly the VDR has transformed the M&A due diligence process by making it faster, easier and more efficient. There has been a massive growth in adoption of VDRs for financial transactions right across the world, but particularly in North America and Europe, while Asia Pacific, the Middle East and Africa are fast catching up. Merrill DataSite has now helped our clients with the due diligence process on more than 20,000 deals.

Unlike traditional physical data rooms, a VDR enables transactions from asset sales; to IPOs; to fundraising; to take place more quickly and effectively – essential in a global economy with advanced cross-border M&A.

Instead of requiring interested parties to visit a physical location, authorised users can access all documentation online; different organisations can view the same documents at the same time, without being aware of it; the system is intuitive to use and completely secure; Merrill DataSite will set up a VDR using our vast experience and knowledge, which means less effort for our clients, while maximum value is returned.”

HAVE THERE BEEN ANY NOTABLE DEALS THAT YOU’VE BEEN INVOLVED IN RECENTLY? “In 2010, Merrill DataSite was involved in four out of five (and seven out of ten) of the largest global M&A deals. This speaks volumes to the faith put in us by the world’s largest companies and biggest advisors when it comes to completing headline-grabbing deals.

However, for us all deals are of equal importance: if you are a stakeholder in a deal it doesn’t matter if the deal is worth £5million or £5billion.”

HOW CAN THE VIRTUAL DATA ROOMS MERRILL PROVIDE ADD VALUE TO A TRANSACTION? “Merrill DataSite virtual data room (VDR) solutions offer a secure and highly efficient method for sharing critical business information for electronic due diligence in M&A and many other transactions requiring extensive document sharing.

Our VDR solutions optimise the due diligence process through increased speed to market, reducing cost associated with the process and allowing greater competition to take place in a sale.”

Company: Merrill DataSite Name: Mike Hinchliffe Email: Michael.Hincliffe@merrillcorp.com Web: www.datasite.com Address: 101 Finsbury Pavement, London, EC2A 1ER, UK Telephone: +44 (0)207 422 6256

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SECTOR SPOTLIGHT:

Switzerland - A location for International Arbitration

SWITZERLAND — A location for International Arbitration With the last 2 years reaching record highs in cross-border M&A activity, international arbitration has never been hotter. It’s a constantly evolving and dynamic field and it is essential for arbitrators keep up with regional, technological and cultural developments within all of the areas they operate.

Zürich / Switzerland

Businesses all over the world are increasingly turning towards ADR mechanisms such as arbitration to settle disputes, moving away from the traditional approach of litigation via the courts. Arbitration is time-saving, confidential and cost-effective; it has become a vital means of protecting commercial interests.

In a country with such a broad international reach, the Swiss business community has always been—and remains among the primary users and locations for international arbitration.

The country is an ideal location for settling international business disputes; it’s politically neutral, has a well-developed legal system, is conveniently located and perhaps most importantly, has what is the most open mind of all in the arbitration community – making it very easy for foreign parties with different values, cultures and perceptions to come and settle disputes.

Swiss arbitration law is based on an international recognized standard and as a worldwide leader in the international finance sector; Switzerland is home to a wide range of highly skilled practitioners, who

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are suitable to act as arbitrators in international arbitrations. Experts for all sectors of the economy are able to provide professional support for arbitral tribunals and parties.

Acquisition International speaks to Joachim Frick ,a partner of Baker & McKenzie in Zurich who regularly advises Swiss and international companies as party counsel in arbitration proceedings (under Swiss, ICC, ad hoc and other arbitration rules). In addition, Joachim teaches arbitration as a part time professor of law at Zurich University.

The Zurich office of Baker & McKenzie frequently represents Swiss and international clients in national and international arbitration proceedings. It has done so since its foundation in 1958 and under most relevant rules of arbitration.

Lawyers of Baker & McKenzie frequently act also as arbitrators. Switzerland is one of the leading places for arbitration proceedings in the world. The statistical reports of the International Chamber of Commerce (ICC) has repeatedly ranked Switzerland first for place of arbitration, origin of arbitrators and applicable law. With the Swiss Rules of International

Arbitration, Switzerland has one of the most recognized and most modern set of arbitration rules in the world. Accordingly, many clients of the 68 office’s of Baker & McKenzie in 40 countries foresee arbitration clauses in favour of arbitration conducted in Switzerland.

While Baker & McKenzie normally represents private Swiss and international clients, it has in a number of jurisdictions also represented governments and states in arbitration proceedings.

“The main reasons for parties choosing Switzerland as a venue for arbitration are Switzerland’s stability and neutrality, the arbitration friendliness of its legal system for over 100 years, and the fact that many

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Switzerland - A location for International Arbitration contracts referring to arbitration in Switzerland also provide that they are governed by Swiss substantive law. Swiss law is considered as a neutral, easily accessible and down to earth law, which contract negotiators all over the world consider as providing liberal and predictable rules.

The neutrality provided by arbitration in Switzerland is of particular importance in arbitrations where none of the parties is domiciled in Switzerland; Swiss arbitration is then often chosen together with Swiss law to avoid giving preference to the domicile or law of one of the parties. In the past decade, Swiss arbitration was often chosen for instance by German companies in international contracts with nonGerman parties.

This allowed also to some extent to avoid more complicated and less predictable rules of German consumer protection laws.

“The legal framework (Lex arbitri) of Swiss international arbitration proceedings is the Swiss Federal Act on Private International Law. It foresees in its chapter 12 the basic, to a large extend non mandatory, rules of arbitration for international arbitration proceedings conducted in Switzerland.

For national arbitration proceedings the lex arbitri is since January 1, 2011 set forth in the Swiss Federal Law on Civil Procedure.

To the extend there are no mandatory rules, the parties are free to agree on the rules applicable to their arbitration. They can either agree on a set of rules (such as the ICC or Swiss International Arbitration Rules) or design their own ad hoc arbitration proceeding.

The problem with ad hoc arbitration is that the parties when entering a contract often do not foresee the issues which may be relevant in a future dispute; however, once the dispute arises they are unable to agree on specific rules. Accordingly, it is often more advisable to simply refer in a contract to standard arbitration rules. An exception may apply in cases where one of the parties is a state or government.

The global downturn did not have an impact on the number or volume of arbitration work conducted in Switzerland. To the contrary, it seems that m&a disputes have become a more important subject.

While in the past boom years m&a parties often refrained from suing each other due to an overwhelming interest in proceeding with transactions, the downturn may have the effect that a party is more willing to initiate arbitration proceedings to review terms of m&a agreements entered into in the boom years, or to raise respective warranty claims.

ACQUISITION INTERNATIONAL

The number and volume of documents to be reviewed and handled in large arbitrations significantly increased in the past decades.

This requires the use of document and case management systems to electronically assist party counsels and arbitrators. Also, many arbitral tribunals allow or require parties to submit documents in an electronic form, sometimes requiring that the documents can be electronically reviewed with search requests. Since the time spent for arbitration proceedings is of a growing concern to the parties, arbitral tribunals have become reluctant to allow extensions for deadlines or changes to an agreed timetable. Accordingly, thinking ahead and electronic time tabling programs have become even more important.

“We regularly send electronic or hardcopy client alerts. In addition, Baker & McKenzie Zurich publishes its Annual Year Book of Commercial Law which includes a chapter on arbitration authored

by Joachim Frick. Baker & McKenzie also publishes its Annual Yearbook on International Arbitration in which Joachim Frick since the first edition coauthors the chapter for Switzerland. Finally, Baker & McKenzie Zurich organizes client seminars and business briefings covering the subject of arbitration on a regular basis (usually two large seminars per year plus additional ad hoc business briefings when there are new developments in the field of arbitration).

“This is indeed a growing concern. Parties can limit legal fees, however, by agreeing on a specific set of arbitration rules (for instance on expedited procedures and arbitral tribunals with one instead of three arbitrators). Also, the structuring of evidence proceedings to avoid for instance discovery and similar proceedings which involve large numbers of documents can lower arbitration costs. Case management by the chairmen of arbitration tribunals has become much more important than in earlier years and also allows the limitation of costs.

Nevertheless, it appears that in very large disputes the arbitration costs are still only a fraction of what is overall at stake and not the predominant concern of the parties involved.”

Company: Baker & McKenzie Zurich Name: Joachim Frick Email: joachim.frick@bakermckenzie.com Web: www.bakermckenzie.com Address: Holbeinstrasse 30, P.O. Box 8034 Zürich, Switzerland Telephone: +41 44 384 14 14

CASE STUDY: PROFESSOR GERHARD GIRMSCHEID For the past 15 years Professor Gerhard Girmscheid holds the chair of construction process and enterprise management at ETH Zurich. He is the leader of the institute of construction and infrastructure management.

In the last years he is increasingly involved in juridical expert reports and arbitration nationally and internationally. Courts as well as private or public clients mandate Professor Girmscheid in national and international disputes. Professor Girmscheid was appointed for international arbitrations by high courts in Switzerland and Germany.

The main focus is on technical and financial cases in construction projects. Professor Girmscheid shows outstanding theoretical, practical and managerial experience in building construction, tunnel construction and special foundation construction.

The core competencies of Professor Girmscheid are the mediation of opposing parties and the detailed technical and financial analysis and assessment of contracts in regard to cost and performance estimations as well as to claim management.

The following list shows the scope of cases he was involved so far: • Assessment of the impact of content changes of strategic targets on the transfer price of a merger transaction.

• Assessment of cost calculations for the maintenance of a railway network.

• Assessment of claim calculations in tunnel construction projects.

• Assessment of a logistic concept of an intra urban building construction.

• Assessment of open market values of real estates.

• Assessment of financial disputes between • Assessment of construction faults with damage to property.

Prof. Girmscheid is member of Swiss Experts, the Swiss Chamber of Technical and Scientific Forensic Experts, and of ASA, the Swiss Arbitration Association.

Company: ETH Zurich Name: Prof. Dr.-Ing. Gerhard Girmscheid Email: girmscheid@ibi.baug.ethz.ch Web: www.ibi.ethz.ch/bb Address: Wolfgang-Pauli-Strasse 15, 8093 Zürich, Switzerland Telephone: +41 44 633 37 87

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SECTOR SPOTLIGHT:

A Location for International Arbitration HIGHLIGHT YOUR ANSWER WITH EXAMPLES. Jean-Georges Betto: “We are currently representing clients in a dozen ongoing commercial and investment arbitrations spanning the defence, aerospace, energy and hospitality industries, for a total amount in dispute of approximately 1.3 billion Euros. Most of our cases come from long-standing clients who have entrusted us with their arbitration matters for many years and from referrals across Hogan Lovells’ network worldwide. Our reputation in the market and the fact that, since 2008, our International Arbitration practice jumped two bands in the leading legal directories, also play a big role in attracting high-profile instructions. The partners in our team are also currently acting as arbitrators in two arbitrations.”

A LOCATION

Dr Riad: “K, R and R has represented and currently represents numerous clients in the filed of Arbitration such as Transocean, Josef Meissner GmbH, Misr Insurance, Nicholson Manufacturing Company (Seattle), Egyptian Natural Gas Holding Company, Egyptian Media Production City,….etc.”

— for International Arbitration

CAN YOU PLEASE EXPLAIN THE REGULATORY FRAMEWORKS IN PLACE WITHIN YOUR JURISDICTION THAT ALLOWS YOU TO ATTRACT INTERNATIONAL CASES?

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 multinational companies is the effect of a particular location and how its arbitration framework can impact upon the ability to reach a resolution.

Jean-Georges Betto: “Arbitration in France is governed by an act codified in the French Code of Civil Procedure. This act has been amended very recently by a decree that came into force on 13 January 2011.”

“The act is divided in two parts: the first part governs domestic arbitration while the second part applies to international arbitration. French rules governing international arbitration are liberal. The arbitration agreement does not have to be in writing and is independent from the contract in which it is contained. The arbitral tribunal has extensive powers, including the power to decide on its own jurisdiction, to grant conservatory or provisional measures and to take all necessary steps in relation to evidentiary and procedural matters. In terms of procedural efficiency, the new law codifies the rule of procedural estoppel and creates an obligation for the parties and arbitrators to act diligently and in good faith in the conduct of the proceedings. It also gives powers to a judge acting specifically in support of the arbitration, called the “juge d’appui”, including resolution of disputes relating to the constitution of the arbitral tribunal, removal of arbitrators, as well as issuing orders relating to procedural measures or to the taking of evidence before the constitution of the arbitral tribunal. Finally, with this new decree, France reaffirms its position as one of the jurisdictions in which enforcing an international arbitration award is the easiest, despite the competition in recent years of other arbitration-friendly jurisdictions like Switzerland. Under the new law, parties can now expressly agree to waive their right to bring an action to set aside an award and such action no longer suspends the enforcement of the award.”

Acquisition International speaks to: Jean-Georges Betto; partner at Hogan Lovells’ Paris office and in charge of International Arbitration.

Sabine Thielemans and Philip Peerens; Partners of Novalex, a Brussels based boutique law firm offering all round expertise in conflict resolution.

Dr Riad; Managing Partner of Kosheri, Rashed & Riad (K,R & R).

WHO NORMALLY ENGAGES YOUR SERVICES – I.E. LARGE MULTINATIONALS/ GOVERNMENT ETC? Jean-Georges Betto: “We receive instructions from multinationals in the defence, construction, engineering, aeronautics, hospitality and insurance/ reinsurance industries and also from multinationals and foreign Governments in disputes involving energy and international investments. In terms of institutions, we have represented clients in disputes administered under the aegis of the main arbitral institutions (ICC, LCIA, SIAC, AAA, SCC, ICSID) as well as in ad hoc proceedings under the UNCITRAL Rules.”

Sabine Thielemans: “A very broad range of clientele is interested in NovaLex’s renowned dispute resolution expertise: Our services are regularly engaged by Belgian federal, regional and local government agencies, although their main clientele consists of private companies and private clients.”

Dr Riad: “Private persons, multinationals such as

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Four Seasons, Caterpillar, Philip Morris and as well as governments such as the Egyptian Government and the Kuwaiti Government.”

WHAT MAKES YOU THE RIGHT ARBITRATOR FOR YOUR CLIENTS? Jean-Georges Betto: “When I was a partner at Derains & Associés, I spent three years working alongside Mr. Yves Derains, a world-renowned arbitrator active in every industries, and gained valuable experience and skills required to act as an efficient arbitrator. The main quality for an arbitrator is the ability to identify the pivotal issues at stake: those which are decisive for the outcome of the dispute. This involves detailed study of the case at an early stage of the proceeding to identify these crucial issues and to invite the parties to specifically discuss these points. This saves time and money while providing the parties with ample opportunities to debate the merits of the case. This skill goes handin-hand with a good understanding of the business aspect of the dispute (i.e. an understanding of what is at stake and the underlying financial consequences of the legal issues, in order to determine which issues are relevant to the parties).”

Philip Peerens: “The NovaLex team knows the ropes and technicalities of arbitration proceedings, e.g. (cross-)examination of witnesses, IBA- rules of evidence. Secondly, we dispose of a comprehensive network of experts, which can be of key importance in the arbitration process. As disputes often require a combination of different resolution techniques, the all round know-how of NovaLex regarding conflict resolution is an important asset (e.g. it is not uncommon for a dispute to be settled amicably through negotiation pending an arbitration proceeding, after disclosure being terminated).”

Dr Riad: “An Arbitrator who has a long experience and knowledge about the applicable law.”

WHAT IS YOUR CURRENT ARBITRATION CASELOAD AND WHERE IS THE SOURCE? PLEASE

HOW HAS THE GLOBAL ECONOMIC CRISIS AFFECTED THE NATURE AND VOLUME OF DISPUTES? AND HOW HAVE YOU RESPONDED? Jean-Georges Betto: “The economic crisis has increased the volume of disputes. Companies are cashstrapped and cannot accept losing money because of a

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

A Location for International Arbitration partner’s contractual breaches. Another consequence of the crisis is that companies that our clients wish to sue sometimes go into insolvency during the course of, or after the arbitration proceedings. We have responded to the economic crisis by putting even more emphasis on identifying our clients’ ultimate goal when resorting to arbitration. For example, from a claimant’s standpoint, it is not sufficient to identify a contractual breach or unlawful behaviour and commence arbitration. In some situations, the hassle of a long protracted arbitration procedure could outweigh the potential financial gain and it is therefore essential to define at the outset the results our client wants to achieve. In practice, it is sometimes sufficient to commence arbitration proceedings with the goal of creating leverage and obtaining a good settlement. From a respondent’s standpoint, an arbitral procedure is mainly damage control and it often makes sense to keep the procedure short and efficient in order to limit the costs incurred.

WHICH WILL MAINTAIN YOUR JURISDICTION AS A LEADING INTERNATIONAL ARBITRATION VENUE?

One of the problems caused by the global economic crisis is the number of respondents that go into insolvency, therefore making the enforcement of a favourable award more complicated. In this situation, we work on solutions to counteract this insolvency risk, including interim measures or actions against guarantors. In the current climate, clients are also concerned about the fees charged by their lawyers and experts. We have therefore put in place monitoring systems to closely manage these fees and make sure our clients are provided with the best service for the right price.”

Dr Riad: “The Global economic crisis has not affected work that is handled by our Office.”

Jean-Georges Betto: “Time and costs are two of the major concerns for international arbitration users. This can mainly be explained by the fact that international arbitration mixes elements from civil law and common law. The procedural aspects of common law include lengthy discovery procedures, heavy use of factual, legal and financial experts, lengthy examinations of the witnesses at the hearings, etc. This is even more so when a barrister is involved.

Efforts have been made to address these concerns.

For example, one of the main new features of the new ICC Rules of Arbitration, is the duty for the tribunal to convene a case management conference at the outset of the procedure, to determine what measures are needed to ensure effective case management.

This innovation will also mean that the tribunal will have to be familiar with the case file from the start of the procedure. The new ICC Rules and the new French law on arbitration have increased the powers of the arbitral tribunal in relation to the conduct the procedure but also shifted the burden of ensuring efficiency from the arbitral tribunal to the parties and their counsel. The new ICC Rules coming into force in January 2012 create an obligation, not only for the arbitral tribunal, but also for the parties to make every effort to conduct the arbitration in an expeditious and cost-effective manner. Breach of this obligation can be sanctioned by the arbitral tribunal when it decides to allocate the costs of the arbitration between the parties. Similarly, the new French arbitration law creates an obligation for the arbitrators and the parties to act diligently and in good faith in the conduct of the proceedings. Overall, despite the concerns relating to time and costs, the arbitral community as a whole has expressed a very strong commitment to ensure promptness and cost-efficiency of arbitration, and I think arbitration remains the natural forum for the resolution of international business disputes.”

Philip Peerens: “This can be true in some particular cases, especially when complications arise such as e.g. a procedure for setting-aside of the arbitral award.

Nevertheless, generally speaking the resolution of international disputes through arbitration easily bears the comparison with court litigation, both in time and money. Moreover, parties are likely to consider the cost of arbitration subordinate to the considerable advantages it presents with respect to quality and flexibility as described earlier.”

HOW DOES YOUR JURISDICTION STAND OUT AS A LOCATION IN WHICH TO CONDUCT INTERNATIONAL ARBITRATION? Philip Peerens: “Belgium is generally considered an attractive location for international arbitration, in view of its convenient location, experienced international arbitrators and arbitration lawyers practicing in English, French and Dutch and professional arbitration organizations such as ICC and CEPANI. We often recommend companies doing business in or with Belgium to consider stipulating arbitration clauses in their agreements, since this can be a more efficient and flexible means of conflict resolution compared to court litigation.

Beyond certain basic legal principles which cannot be waived by parties (e.g. due process) and the legal requirement that the party initiating the arbitration must notify its decision to the other party, parties can to a great extent design freely their own procedural rules of the arbitration proceeding and exclude thus the rules governing Belgian court proceedings.

Moreover, arbitrator(s) are not bound either by the rules of evidence applicable in court proceedings, unless parties have agreed differently. Such flexibility can be of particular interest for foreign companies unfamiliar with Belgian court procedure. For this reason it is often decided in international arbitration to apply e.g. the IBA rules of evidence instead of Belgian rules. Finally, it is interesting to note that Belgian law provides that arbitral awards may only be appealed if the parties have expressly provided for such a possibility in the arbitration agreement, which they rarely do.”

OVER THE NEXT 12 MONTHS, ARE THERE ANY IMPENDING AMENDMENTS TO THE LAW

ACQUISITION INTERNATIONAL

Jean-Georges Betto: “The new French law of arbitration came into force in January 2011 and there are no pending amendments.”

Sabine Thielemans: “It is expected that Belgian arbitration law, which hasn’t been modified since 1998, could be amended in the course of the following years and that the Uncitral Model Law will be followed more closely.

Company: Hogan Lovells Name: Jean-Georges Betto Email: jean-georges.betto@hoganlovells.com Web: www.hoganlovells.com Address: 6 avenue Kléber, 75116 Paris, France Telephone: + 33 (0) 1 53 67 47 47

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? Company: NovaLex Lawyers Name: Philip Peerens Email: philip.peerens@novalex.be Web: www.novalex.be / www.negotiate.be Address: 200 Brussels, Avenue des Cerisiers 118 (Belgium) Telephone: +0032 (0)2 738 01 38

KOSHERI, RASHED AND RIAD

Company: Kosheri, Rashed and Riad Name: Dr. Tarek F. Riad Email: tarek.riad@krr-law.com Web: www.krr-law.com Address: 16 A Maamal El Sokkar St., Garden City, Cairo 11451, Egypt Telephone: (+20) (2) 27954795

Company: Roffeh Name: Dr. Roffeh Ehud Email: udi@roffeh.co.uk Web: www.roffeh.com Address: Telephone: +972-3-908-0934

Dr Riad: “I agree that the arbitration proceedings are becoming more costly in time and money.”

January 2012 /

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SECTOR SPOTLIGHT:

A Location for International Arbitration

CASE STUDY: MICHAEL M COLLINS SC is an Irish barrister (senior counsel) of more than 30 years experience practising in Dublin and also in London through Monckton Chambers. He is also a member of the New York Bar and began his career working with Shearman & Sterling in New York in the early 1980s. His primary area of practice is commercial arbitration and litigation with a particular emphasis on competition law, EU law, insolvency and contractual disputes.

One of Ireland’s representatives on the ICC Commission on Arbitration, he has had appointments as arbitrator from the ICC Court of Arbitration and is also a member of the International Centre for Dispute Resolution (ICDR) panel of arbitrators.

Collins is President of Arbitration Ireland, an organisation set up in 2010 to promote Ireland as a centre for international arbitration. He is also Chairman of the Irish Anti-Doping Disciplinary Panel (Irish Sports Council) and is a CEDR accredited mediator. Collins was elected a Bencher of the Honorable Society of King’s Inns in 2007 and the following year was elected as a Fellow of the International Academy of Trial Lawyers in the United States. He has been a visiting lecturer in the Department of Economics at the National University of Ireland (Maynooth) on legal aspects of competition and regulation in the Master of Economic Science programme and is currently Adjunct Professor of Law at University College Dublin Law School. For 2 years (2008-2010) he was Chairman of the Bar Council of Ireland.

“Ireland has a very large number of multinational companies with substantial operations based here (particularly US corporations) who are attracted by the low corporate tax rate, the English-speaking common law environment and a highly educated workforce. The growing interest in Ireland as a centre for international commercial arbitration is in part a reflection of both this international corporate presence in Ireland and the success of the Irish Financial Services Centre which has attracted a vast range of financial service companies and offshore funds to Dublin. Irish courts have traditionally been very favourably disposed towards arbitration and the grounds for interference with an arbitrator’s award have always been very limited. Ireland adopted a new Arbitration Act in 2010 which applies the UNCITRAL Model Law virtually in its entirety to both domestic and international arbitrations in Ireland. The grounds for interference with an arbitral award are thus confined to those narrow grounds which are very familiar to the international arbitration community.

Irish arbitration jurisprudence since the 2010 Act demonstrates that Irish courts readily accept the wholly exceptional and limited nature of the public policy exception to recognition and enforcement in the UNCITRAL Model Law. Under the new Irish Act, a specialised arbitration judge is designated to hear any arbitration-related cases. Modelled on Ireland’s speedy and efficient Commercial Court, this arbitration court allows for efficient disposal of arbitration-related court applications with no further right of appeal to the Supreme Court, thus eliminating the spectre of endless litigation post an arbitral award. An attractive feature, particularly for American clients, is the fact that an agreement that each side will bear their own costs irrespective of the outcome is valid under Irish law. (Such an

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agreement is void under English law unless it is made after the dispute has arisen). Ireland does not have any requirement for local counsel so the parties are free to instruct their own lawyers from whatever jurisdiction and there is full immunity from suit for arbitrators and arbitral institutions.

Ireland’s longstanding political neutrality allied to its judiciary’s well-deserved reputation for independence makes Ireland a natural choice for parties looking for an English-speaking arbitration-friendly jurisdiction, particularly where the nationality of the parties may rule out the United States or the United Kingdom. In that sense, Dublin complements rather than competes with London and Paris as an attractive arbitration venue. In addition, Ireland has a highly developed logistical infrastructure with excellent hearing facilities and support services for international arbitration. The global economic crisis has affected arbitration in Ireland in that there is an increase in the need for dispute resolution. First, the fact that so many multinational corporations have a significant presence in Ireland means that they are calling upon Irish lawyers to a very significant extent to assist in dispute resolution.

Many of these corporations have strong links with Irish lawyers through work done when setting up in Ireland and through mergers and acquisitions work. There has been a significant change in focus from mergers and acquisitions (although that sector is still active) to dispute resolution both in terms of litigation and arbitration. International companies continue to see Ireland as both an attractive place to do business and a convenient low cost environment in which to conduct arbitrations. 2011 saw the highest number of foreign investments into Ireland ever and Ireland had a record year for exports including €1b in new export sales. All the reasons why multinationals come to Ireland – the talent pool, the strong track record, the low tax rate, the advanced technology – remain sound reasons why Ireland is still such an attractive place to do business. Irish costs have become very competitive. 3 or 4 years ago Ireland was the fifth most expensive in the world for office rents. Today it is 45th. Companies which came to Ireland in 2011 include the global biotech giant Amgen, the online shopping group Gilt Groupe and Twitter while established companies such as Intel, PayPal and Dell substantially increased their investments in Ireland. Indeed this year’s IBM Global Location Trends Report named Ireland as the top destination in the world for foreign direct investment in terms of the value of the projects and investment it attracts. That sort of record means that hundreds of multinational companies are inevitably very familiar with Ireland, Irish lawyers and the Irish legal system and they are comfortable with what they see. That in turn helps their perception of Ireland as a convenient, efficient and neutral place to conduct arbitrations.

It is true that one of the worldwide problems facing arbitration is the perception that arbitration is becoming costly both in time and money. This is part of the wider debate as to whether arbitration is becoming simply a private clone of litigation. But insofar as the costs of the basics of arbitration are concerned – the cost of hotel rooms, transport, stenographers, hearing facilities etc. – the tumbling costs in Ireland make Ireland a competitive choice even from a purely cost perspective.”

BAR OF IRELAND

Company: Bar of Ireland Name: Michael M. Collins SC Email: mcollins@lawlibrary.ie Web: www.lawlibrary.ie Address: 4 Arran Square, Arran Quay, Dublin 7, Ireland Telephone: +353-1-872-1407

BAPTISTA, MONTEVERDE & ASSOCIADOS

Company: Baptista, Monteverde & Associados Name: Paulo Monteverde Email: paulo.monteverde@bma.com.pt Web: wwww.bma.com.pt Address: Av. Álvares Cabral, 47, 1º 1250-015 Lisboa I Portugal Telephone: +966 1 2815757

TLCAAT

Company: TLCAAT Name: Dr. Abdullah Hijji Email: abmhijji@hotmail.com

ODUNSI CHAMBERS

Company: Odunsi Chambers Name: Funmi Roberts Email: funmi@funmirobertsandco.com Web: www.funmirobertsandco.com Address: P1st Floor, Asabi House, 108, Adekunke Fajuyi Road, Adamasingba, P.M.B. 5227,Ibadan, Oyo State,Nigeria Telephone: +234-2-2006093

VON WOBESER Y SIERRA SC

Company: Von Wobeser y Sierra SC Name: Claus von Wobeser Email: info@vwys.com.mx Web: www.vwys.com.mx Address: Telephone: +52(55) 5258-1000

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Balancing Risk & Reward - Investing in Emerging markets

BALANCING RISK & REWARD — Investing in Emerging Markets

Emerging markets have been commonly explored in recent years and the on-going financial turbulence in the developed world will continue to act as a catalyst for investors to look further afield.

While there are significant macroeconomic trends that make emerging markets attractive destinations for private equity funds – elevated economic growth rates, higher expected returns and diversification benefits - substantial risks remain.

The financial crisis has taught us all just how closely investments are tied with politics and economics and investing in emerging markets is a very complicated process; 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. Acquisition International speaks to Giuseppe Uslenghi, Director and Chairman of the Board of Teak Ventures do Brasil SA (TVB) “Teak Ventures do Brazil S.A. (TVB) is a privatelyheld investment company based in Curitiba, PR, Brazil. Established in 2008, TVB has three active investments, an international management team, and a solid growth strategy and approach.

TVB brings an in depth knowledge of the Brazilian market, gained in over 20 years of entrepreneurial involvement in a number sectors, combined with a solid international management experience in a large number of industries and functional areas.

“TVB currently has three active investments: • 8 % of a Plastic Products Company established in 1979 • 80% of a Real Estate Development Company established in 2011.

• 25% of a Teak Plantation Company established in 1999” WHAT SKILL SET REQUIRED TO SUCCESSFULLY INVEST, CLOSE DEALS AND SELL A BUSINESS IN AN EMERGING MARKET? • “Deep knowledge and understanding of local culture, possibly with local structure

ACQUISITION INTERNATIONAL

• Knowledge of country economy • Strong international perspective and approach • Availability to be involved in managing the invested companies • Deep expertise in several industries • Broad functional expertise: from strategy to marketing to operations • Solid problem solving attitude • Strong people/team management focus • Risk management • Financial modeling” WHICH EMERGING MARKETS ARE YOU CURRENTLY ACTIVE IN? HOW DID YOU WEIGHT UP RISK AGAINST THE REWARDS? “We focus on Brazil, exclusively. We mitigate our risks by focusing on investments in companies that target the Brazilian domestic market, and in particular those that address the demands of the growing Brazilian middle class, and we do not invest in companies that have a high percentage of their sales driven by exports (unless these exports are driven to satisfy the needs of the growing middle class of other emerging economies)” WHICH SECTORS ARE CURRENTLY MOST ACTIVE IN YOUR EMERGING MARKET/S? “Our main current investments are in the Plastic Products, Construction, and Forestry industries, but we are carrying on active scouting and research in several other sectors, including Retail, Transportation, Computer and electronics, Information technology and ecommerce, Infrastructure etc.”

HAVE THERE BEEN ANY NOTABLE DEALS (SIZE, COMPLEXITY, DURATION, ETC.) THAT YOU’VE BEEN INVOLVED IN RECENTLY? “Within the last two years, we took part in the investment in Pisani Plasticos that assumed the control of that company. Total investment size was approximately USD 15 Million. We have recently acquired a control share in a construction company, a deal worth about USD 8 million” WHAT LEVELS AND PATTERNS OF ACTIVITY DO YOU FORESEE OVER THE NEXT 12 MONTHS? “We are working at a number of initiatives including consolidation of our existing investment portfolio, and particularly at the development of the construction company, and at the same time planning and negotiating our exits, raising more funds to expand TVB’s investment porfolio, the migration of or company into an investment fund structure” ON A LIGHTER NOTE, WHAT IS THE BEST PIECE OF ADVICE EVER GIVEN TO YOU?

I would say to know very well the companies that you invest in, and to proceed one step at the time.

WHICH SECTORS ARE SEEING THE MOST ACTIVITY IN YOUR EMERGING MARKET? DO YOU HAVE ANY PLANS TO ENTER THESE SECTORS IN 2012, IF NOT ALREADY? “We see as most active sector those that address the demands of the growing Brazilian middle class, and, in particular: • Real estate development • Retail • Transportation • Computer and electronics • Information technology and ecommerce • Infrastructure We have recently entered the Real Estate development industry, and we are currently assessing opportunities in the other sectors above”

Company: Teak Ventures do Brasil SA (TVB) Name: Giuseppe Uslenghi Email: giuseppe@teakventures.com Web: www.teakventures.com Address: Av. Silva Jardim, 2042 - conj. 805 Batel, Curitiba – PR CEP 80250-200 - Brazil Telephone: +55 41 3343-2005 Telephone (Europe): +39 06 30889605

January 2012 /

21

SECTOR SPOTLIGHT:

Resolving Conflicts Through Mediation

RESOLVING CONFLICTS — Through Mediation Commercial disputes can cause a great deal of disruption to a business and can waste a great deal of valuable time. The effort and cost resulting from a legal disagreement is often underestimated and commercial mediation offers an effective solution to companies involved in these legal difficulties.

The hiring of a third party neutral commercial mediator provides the necessary structure for practical negotiation. A third party mediator enables the company to foster a constructive dialogue between M&A participants, or those involved in corporate conflicts. Acquisition International speaks to Tim Hardy, Head of Commercial Litigation at CMS Cameron McKenna LLP. “I have been an accredited mediator since 1998 and I have been appointed mediator in over 70 disputes.

Typically I also appoint mediators in two or three disputes every year and I regularly advise members of my firm on all aspects of mediation, including negotiation strategy.”

HOW ARE YOU ABLE TO ASSIST BUSINESS PROFESSIONS WITH ANY CORPORATE DISPUTES THEY MAY FACE? WHAT METHODS DO YOU USE? “Familiarity with corporate transactions and representing corporate parties in over thirty years of litigation enables me to quickly get to grip with the issues in dispute and deal with the characters, lawyers and clients, who are often very passionately involved in securing what they see as the right outcome. Handling these difficult situations is a key skill set that any mediator has to have.

Of the methods I use to achieve a successful outcome, some of the most important are: Empathy – Early in any mediation being able to empathise with the individuals, not agree, but show that you understand their situation, is incredibly helpful to winning their confidence that you will later need when you inevitably get to challenging their belief that they are in the right.

Negotiation – Understanding the mechanics of negotiation is essential to help interpret the parties’ positions. It also helps identify when the parties are seeking to manipulate you. Finally, it is critical to ensure that all parties are taking account of all factors in determining whether to settle and, if so, on what terms.

Celebrate impasse – I never allow the parties to walk out when there is an apparent impasse and instead insist that they celebrate this as a significant step which most mediations have to go through before settlement can be achieved. In fact, experience has taught me that a settlement without an impasse is not a good settlement. The significance is that all parties want to go home satisfied that they negotiated well and could not have squeezed more out of the other party/ies. Impasse signals to both that both have negotiated well so far and have driven each other to their bottom line. Once that is appreciated,

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resistance to pay a little more or take a little less often falls away and settlement can follow surprisingly quickly and easily.

Robust reality testing - Typically experienced litigators will chose a mediator with the skill set to test their opponent’s case. They will not want their own case tested but recognise that the right mediator will test theirs as well.

Guillotine – Agreeing a notional cut off in the early evening enables me to bring effective pressure on the parties to start negotiating numbers far earlier, reducing the scope for bluffing and stonewalling.”

HAVE THERE BEEN ANY NOTABLE CHANGES IN REGULATIONS OVER THE LAST 12 MONTHS? “The European parliament approved a directive on mediation (Directive 2008/52/EC, the “Directive”) on civil and commercial disputes which came into force in June 2008 and applies on a mandatory basis to mediations of cross-boarder disputes in the EU. The Ministry of Justice confirmed that the Directive was only to apply to cross‑border disputes and not purely domestic mediations and that the existing arrangements in England and Wales were compliant with the requirements of Articles 4 (encouragement for the development of/adherence to codes of conduct and training for mediation), 5 (ability of the courts to invite parties to mediate) and 9 (provision of readily available information on mediators/mediation).

However, amendments to the English legal system were required to implement Articles 6 (enforceability of agreements reached through mediation), 7 (confidentiality of mediation) and 8 (ensuring that if a limitation period expires while mediation is ongoing, the parties will not be prevented from seeking a remedy through the courts or arbitration.)

New provisions were introduced into the Civil Procedure Rules in April 2011 to comply with these requirements. CPR 78.24 now sets out a procedure for applying for a mediation settlement enforcement order and CPR 78.26 sets out the requirements for the disclosure or inspection of documents in a mediation.

Changes were also made to the Limitation Act 1980, which now provides for the limitation period to be extended where there is a time limit under the Act and where mediation of the dispute started before the time limit expired (section 332A). In these circumstances, the parties have the limitation period extended to eight weeks after the date on which the mediation ends.”

Tim Hardy / Head of Commercial Litigation

HOW HAS THE GLOBAL DOWNTURN IMPACTED BOTH THE TYPE AND THE VOLUME OF YOUR WORK IN YOUR JURISDICTION? “Despite the wishful thinking and public pronouncements by some practitioners and legal journals, the threatened “tsunami” of litigation has not materialised and is unlikely to do so until the recession really bites.

Based on the experience of living through two previous recessions, this one is not real as incredibly low interests rates and the palpable reluctance of the banks to put businesses that are paying anything into liquidation is keeping prices artificially high. Only when these conditions change will the recession really begin to bite and litigation will necessarily increase and with it so will the number of mediations.”

WHAT ARE YOUR PREDICTIONS FOR THE NEXT 12 MONTHS REGARDING USING MEDIATION IN YOUR JURISDICTION? “England is still the preferred foreign law and jurisdiction chosen for the resolution of disputes by parties who do not trust the local courts of either party. This is reflected by a huge increase in the number of cases with Russian parties being tried in the London courts or through arbitration under the LCIA rules. This trend is likely to continue and will result in an increase in mediations in England between foreign parties.

The launch by JAMS, the premier provider of mediation services in the US, of JAMS International in Europe earlier this month reflects the significant growth in ADR that is likely to occur in Europe in the foreseeable future.”

Company: CMS Cameron McKenna Name: Tim Hardy Email: tim.hardy@cms-cmck.com Web: www.cmslegal.com Address: Mitre House, 160 Aldersgate Street, London EC1A 4DD Telephone: 0207 367 3000

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: Investing in Israel

INVESTING

— in Israel

Eyal Bar-Zvi / Founding Partner

Israel is a world leader in high-tech, clean-tech, bio-tech and agriculture and is one of the most innovative countries in the world so why is the region still often overlooked on the international investment market?

Holding numerous and compelling investment opportunities along with competitive advantages such as an experienced, educated labour force, extensive R&D activity, investment incentives, modern banking system, free trade agreements and a proven track record in several industries; investors who do not allow themselves exposure to the market are missing out on a lucrative opportunity.

Acquisition International speaks to Eyal Bar-Zvi, the founding partner in Bar-Zvi & Ben-Dov, Law Offices; head of corporate, M&A and start-ups departments.

PLEASE SUMMARISE THE PRIMARY STATUTES AND REGULATIONS THAT GOVERN TRADE AND FOREIGN INVESTMENT IN ISRAEL?

WHO IS A TYPICAL CLIENT?

WHAT TRUSTWORTHY OPPORTUNITIES ARE CURRENTLY AVAILABLE FOR SAVVY INVESTORS IN ISRAEL? WHAT DOES ISRAEL OFFER IN TERMS OF INVESTOR PROTECTION?

“For our corporate and start-up departments - either the founder of a company or the investor” WHAT ARE KEY BENEFITS OF FORMING A COMPANY IN ISRAEL?

Support by the Office of Chief Scientist; rare innovational work force; relatively first rate corporate rules; relative ease of operations.

ACQUISITION INTERNATIONAL

“The Companies Law (and the regulations promogulated thereunder), the Securities Law (and the regulations promogulated thereunder), the Tax Ordinance (and the regulations promogulated thereunder), the Contracts Law (general and remedies part), the Privacy Protection Law, the Copyright Law, etc”

“Start-ups and more mature companies need investments to fund their growth, but Israeli VCs are almost depleted of their funds. Angels take their place, and foreign investors can use this opportunity to invest in promising companies.”

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

“More than 10 years of experience, LLB and LLM both magna cum laude, BA in Economics, IT experience and formal education, experienced in representing both founders and investors – so knowledgeable and well versed in the challenges of establishing and running a company from the incorporation to the exit stage, M&A. An adjunct professor for securities law and M&A in the Haifa university faculty of law; nominated as the legal advisor to Tel-Aviv university start-ups and entrepreneurial center.”

Company: Bar-Zvi & Ben-Dov, Law Offices Name: Adv. Eyal Bar-Zvi Email: eyal@bbl.co.il Web: www.bbl.co.il Address: 15 Abba Hillel Rd., Ramat-Gan 52522, Israel Telephone: +972-3-7522280

January 2012 /

23

SECTOR SPOTLIGHT:

Pension Issues in M&A Transactions

PENSION ISSUES — in M&A Transactions

Pension issues can be of significant concern in mergers and acquisitions, and must be taken into account at an early stage as they may affect decisions as to both the price and the structure of the transaction. As pension liabilities increase and regulations have become more complex over recent years, this is likely to remain the case for the foreseeable future.

Prospective acquirers should be aware of the various complexities which can arise with any related pension arrangements. It is therefore imperative that the correct advice is sought from the offset in order to reduce the risk of a potential liability being disclosed post the Sale & Purchase Agreement.

Acquisition International speaks to the experts.

Vikki Massarano is Partner/Joint Head at DLA Piper UK LLP. She is based at the Leeds office and works on the Pensions Team.

Retno Muljosantoso is partner with Soemadipradja & Taher (S&T) and Robert Reid is foreign counsel with S&T. PLEASE GIVE A BRIEF SYNOPSIS OF YOUR PERSONAL, AND YOUR FIRMS EXPERIENCE ADVISING ON PENSION’S ISSUES WHICH MAY ARISE IN M&A TRANSACTIONS. Vikki Massarano: “‘Corporate support’ work has formed a significant part of my work over the whole of my career to date and as a result, I have gained considerable experience of advising in relation to all aspects of corporate and M&A activity including supporting my clients in navigating the prevailing regulatory environment eg the Pensions Regulator’s Clearance framework. The firm has a very strong national (and increasingly international) pensions practice with many leading practitioners and is recognised as a leading pensions law firm. Recently, this corporate work has involved restructuring

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activity to enable companies to avoid insolvency in these difficult times. Our team is experienced in a variety of methods of dealing with pensions debt and the pensions creditor in restructuring scenarios.

S&T: “Retno, who has 18 years M&A and Employment experience in Indonesia and Robert, who has over 11 years M&A and Employment experience in Indonesia, are both considered leaders in the fields of M&A and Employment in Indonesia.”

Retno Muljosantoso: “S&T has maintained strong M&A and Employment practices since its establishment over 20 years ago. Over the years the firm has developed a reputation for providing strategic advice to its corporate clients, particularly clients involved in high profile M&A transactions, as well as to clients undergoing employment and pension restructurings within company groups.”

PLEASE DESCRIBE A TYPICAL CLIENT? Vikki Massarano: “As you would expect, given a firm of this size, we provide advice to a wide range of clients on both sides of the ‘fence’ ie corporates who sponsor or participate in occupational pension schemes and trustees. Week to week, we advise right across the pensions spectrum, from lay trustees of small legacy pension arrangements (for example in the manufacturing sector) to overseas parents of UK ‘blue chips’ with schemes whose members number in the thousands. I think it is fair to that whilst we may encounter “typical” issues, we do not really have

a “typical client”.”

Robert Reid: “S&T’s typical clients in the M&A area are national and multinational financial institutions (banks and insurance companies) as well as natural resources & energy companies.”

WHAT DOES A PENSION ADVISER BRING TO THE DEAL TABLE? Vikki Massarano: “I think some corporate lawyers would say that pensions lawyers generally bring ‘headaches’ to the deal table! In practice, where companies involved in corporate activity have obligations relating to defined benefit pension arrangements, the issue of how that liability is managed will be front and centre. I like to think pensions lawyers bring specialist knowledge which can help to surmount the obstacles posed by such arrangements whilst ensuring that any deal is structured in a way which is commercially favourable to our clients and legally supportable within an increasingly prescriptive regulatory framework. On occasion, this can feel like attempting to ‘square the circle’ but this means that, contrary to received wisdom, pensions issues are rarely dull! The earlier pension’s advice is sought, the more likely it is a satisfactory outcome will be available later on. If pensions is ‘put on the back burner’ certain options, for example in relation to securing Clearance from the Pensions Regulator, may be lost or impractical by the time pensions is addressed.”

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Pension Issues in M&A Transactions

Companies in Indonesia with 10 or more employees or that pay salaries of at least RP 1 million are required to register their employees in a pension scheme through the statutory employee social security program operated by PT Jamsostek (Persero), a state-owned company.

HOW ARE YOU ABLE TO ASSIST CLIENTS IN MINIMIZING RISKS IN M&A RELATED TO PENSIONS? Vikki Massarano: “In my view minimising risk starts with a firm understanding of the transaction and pinning down where pensions risk is likely to be introduced. Once these risks have been identified, we work with clients to ensure that deal structure minimises or excludes risk wherever possible. To the extent that there is residual risk (and this is often the case), we will advise the client on appropriate mitigation or protections within the framework of the transaction documentation. Ultimately, risk, and the appetite for it, is a matter for the client. We are also able to help devise strategy for negotiations with tPR, trustees and the PPF where necessary to achieve the best outcome.”

Retno Muljosantoso: “S&T has assisted clients in minimizing risks in M&As relating to pensions by giving clear and efficient solutions, with the ability to facilitate discussions with the regulators (if required).”

CAN YOU PLEASE DEFINE THE KEY PENSION ISSUES THAT MUST BE ADDRESSED AT THE BEGINNING OF A TRANSACTION AND HOW THESE ISSUES CAN AFFECT THE PRICE AND THE STRUCTURE OF THE DEAL? Retno Muljosantoso: “Companies in Indonesia with 10 or more employees or that pay salaries of at least RP 1 million are required to register their employees in a pension scheme through the statutory employee social security program operated by PT Jamsostek (Persero), a state-owned company. Accordingly, only a few companies in Indonesia manage their employees’ pension schemes themselves (as is common practice in other jurisdictions). Pension issues in M&A transactions in Indonesia can arise if companies that have their own Employer Pension Fund (EPS) decide to merge. Based on our experience, the following key issues should be addressed at the beginning of any transaction involving an EPS: • The intention of the parties in respect of the EPS, such as whether to merge the EPS institutions (if there is more than one EPS).

• Issues concerning the type of pension program managed by the relevant EPS. • Issues concerning the prospective manager(s) of the EPS.” HAVE THERE BEEN ANY NOTABLE DEALS THAT YOU HAVE BEEN INVOLVED IN RECENTLY? WHAT CHALLENGES WERE PRESENTED TO YOU IN TERMS OF PENSION ISSUES?

ACQUISITION INTERNATIONAL

Vikki Massarano: “I recently advised in relation to the solvent restructuring of a Plc group which involved a pension scheme transferring to the Pension Protection Fund in order to make way for the sale of the sponsoring employer (an otherwise profitable subsidiary). The process went on for the greater part of 2 years and involved the PPF, several lending institutions and the Pensions Regulator.

The pensions issues were complex but paled into insignificance next to the task of balancing the interests of the various stakeholders. The process was at times lengthy and often frustrating for the clients and other stakeholders but the outcome achieved for the client was excellent and it gave me a valuable insight into the workings of the PPF.” HOW HAVE PENSION LIABILITIES AND REGULATIONS WITHIN YOUR JURISDICTION CHANGED OVER THE LAST 12 MONTHS? AND HOW HAVE THESE AFFECTED YOUR ROLE AS AN ADVISER? Vikki Massarano: “Volatile financial conditions and an increased focus on employer covenant strength have often lead to increased contribution requirements; this has placed even further emphasis on pension liability management on transactions.”

Retno Muljosantoso: “In the last 12 months both the Minister of Finance and the Head of the Capital Markets and Financial Institutions Supervisory Body (Bapepam-LK) have issued pension related regulations, including introducing Know Your Customer’s Principles and a Fit and Proper Test for Prospective Managers of EPS.” DO YOU HAVE ANY PREDICTIONS FOR 2012 IN TERMS OF THIS AREA OF EXPERTISE? Vikki Massarano: “The introduction of auto enrolment requirements will focus employer attention on what they hope to achieve by offering a pension scheme and is also likely to lead to benefit redesign by many. Management of risk on transactions will continue to be centre stage and more inventive solutions to provision of mitigation to trustees is likely. From a trustee perspective, focus on investment options for schemes and member education will continue.”

Robert Reid: “To a large extent, the Indonesian M&A landscape and business activities in 2012 will be heavily influenced by how the current Eurozone crisis is handled, and by China’s and India’s economic growth and appetite for commodities.

Notwithstanding the above influences, we expect the Indonesian M&A market will continue to be active in 2012. We do not foresee any changes to pension issues in M&A transactions in Indonesia in 2012.”

Company: Soemadipradja & Taher Name: Retno Muljosantoso Email: r_muljosantoso@soemath.com Web: www.soemath.com Address: Soemadipradja & Taher, Wisma GKBI Suite 905, Jl. Jenderal Sudirman No.28, Jakarta 10210 Telephone: +6221-5740088

Company: Soemadipradja & Taher Name: Robert Reid Email: robert_reid@soemath.com Web: www.soemath.com Address: Soemadipradja & Taher, Wisma GKBI Suite 905, Jl. Jenderal Sudirman No.28, Jakarta 10210 Telephone: +6221-5740088

Company: DLA Piper UK LLP Name: Ranjit Dhillon Email: info@dlapiper.com Web: www.dlapiper.com Address: 3 Noble Street London EC2V 7EE Telephone: +44 (0)121 262 5940

Company: Anderson Mori & Tomotsune Name: Email: beijing@amt-law2.com Web: www.amt-law2.com Address: Izumi Garden Tower 6-1, Roppongi 1-chome Minato-ku, Tokyo 106-6036 Japan Telephone: +81-3-6888-1000

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SECTOR SPOTLIGHT:

Doing Business in Ukraine

DOING BUSINESS — in Ukraine The mergers and acquisitions market in Ukraine is picking up again after it suffered serious impact from the global financial crisis. In the first quarter of this year Mergermarket reported that 76 M&A deals had taken place with a value of US $3.14 bn. Market players are confident that more foreign investment will be coming into the country over the coming months and that M&A will remain buoyant, a trend which is likely to continue into 2012 with increasing volume and value of M&A deals in the region. Given this trend Ukrainian companies are likely to evolve their approaches to mergers, acquisitions and the sale of assets.

Sophievskaya square / Kiev

The growing market can be attributed to many factors. Reforms aimed at attracting foreign investments and enhancing Ukraine’s investment appeal has attracted many foreign investment funds looking to enter the Ukrainian markets.

The privatization of a 162 state enterprises was announced in January this year and has contributed to an increase in activity. There has also been a rise in the purchase of strategic assets abroad by Ukrainian firms due to the rising costs of raw materials.

Acquisition International speaks to the experts.

Kostiantyn Likarchuk, Partner at Avellum Partners, co-head of M&A practice.

The firm was established in 2009 as a law firm specialized in corporate finance, namely, in banking & finance, capital markets, M&A, and restructurings (corporate and debt).

The Group of companies Nexia DK. Auditors and Consultants was established in 2001 in Lviv, Ukraine with its original name “ DK –Ukraine”. Today it keeps leading position among groups and companies at the Ukrainian market of audit and consulting.

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Sergey Balchenko, Managing Partner at BDO LLC, Ukraine.

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

The main advantage of BDO are based on local and international experience high quality service, focusing on practical results, getting diverse consultations, professional indemnity, optimal fees and payment terms, and aimed at customer’s success.

“Audit reports issued by BDO in Ukraine as a full member of BDO international network, are recognized by all foreign and international companies and organizations.

By providing a variety of services to its customers and taking any action on their behalf, BDO seeks to bring practical benefits primarily on risk minimization and cost savings on unproductive losses or promoting business through competent advice and implemented solutions. Global knowledge base and unique BDO audit methodology helps clients to achieve the goals.

BDO clients can receive diversified advice of any partner of any BDO office. Audit risk insurance - an essential attribute of a solid audit company. Auditor’s error may cause financial problems of the client.

Therefore, the risks of our contracts are subject to professional indemnity in a foreign insurance company serving the international network of BDO. This provides us a solid financial protection in case of reasonable claims made by the client and the client, in his turn, is provided with additional safeguards.”

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SECTOR SPOTLIGHT:

Doing Business in Ukraine WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO DO BUSINESS IN THE UKRAINE? WHAT ARE THE KEY BENEFITS? Kostiantyn Likarchuk: “Ukraine is a growing market with a lot of potential. It is second largest country in Europe (after France) and has relatively undeveloped market. Consumer spending is steadily increasing.

The country has a very large territory of top quality agricultural soil, very strong heavy industry and machinery manufacture.”

Roman Bilyk: “In my opinion there are a lot of benefits that attract foreign companies to invest in Ukraine.

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 to minimize expenses on transportation of products among Europe and optimize the workflow of your corporation.

Unluckily, use of this benefit is rather limited due to customs procedures, which are still difficult despite membership of Ukraine in different trade unions and organizations.”

WHAT ARE THE PRIMARY CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY? HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS? Kostiantyn Likarchuk: “Corruption, non transparent judicial system, concentration of governmental and economic power in the hands of a few business groups. We work for most of Ukrainian large business groups and we help them restructure their businesses to meet European standards of doing business.”

Sergey Balchenko: “There are a lot of business challenges facing our clients in Ukraine. The primary

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challenge for doing a successful business in Ukraine is a culture of red-tape legislation and systemic corruption, a lack of coherent and clear legal foundations in the areas of tax, import-export, foreign ownership of assets, clear land rights, environmental legislation, unclear state audit practices, and strategy for attracting foreign investment.

In the light of many challenges facing existing and potential business owners, and entrepreneurs BDO Ukraine has made its’ mission to support businesses in all sectors with updates on legislative developments, professional advice across the full range of services (tax, valuation and advisory services) and discuss tailor-made solutions for the respective business.

We believe that the combination of deep market and sector expertise, constant legislation horizon scanning, and focus on finding opportunities for each of our existing and potential clients has brought convincing results.”

WHAT CODE OF ETHICS DO YOU ADHERE TO AND WHO REGULATES THEM? HAS THE REGION BEEN UNDER PRESSURE TO ADHERE TO INTERNATIONAL REGULATION? Kostiantyn Likarchuk: “All partners of our firm have been educated at top American law schools and some are members of New York Bar. We as a firm tend to apply same ethics rules as in the State of New York.

Nobody regulates professional conduct of business consultancy lawyers in Ukraine.”

WHAT STEPS OVER RECENT YEARS HAS THE UKRAINE TAKEN TO ACTIVELY DIVERSIFY ITS ECONOMY TO ENSURE CONTINUING PROSPERITY AND GROWTH? Kostiantyn Likarchuk: “Ukrainian government has been recently undertaking some reforms in the banking and regulatory sectors, as well as pushing the land reform in Ukraine. It has become easier to establish and to run a company in Ukraine. The Ukrainian Government is expected to kick-off the privatization processes, which will lead to additional deal flow and even some acquisition finance transactions.”

Sergey Balchenko: “Ukraine became a WTO member 3 years ago, making its economy more open. In this regard, some steps were taken to change law and standards that are required for WTO member. It is expected that in the near future Ukraine and the EU will make an agreement on association and free trade zone, allowing Ukraine enter the European market, and as a consequence bring the economy to a new level.”

IN THE FIRST QUARTER OF THIS YEAR MERGERMARKET REPORTED THAT 76 M&A DEALS HAD TAKEN PLACE WITH A VALUE OF US $3.14 BN, WHICH SECTORS ARE CURRENTLY ATTRACTING THE MOST ATTENTION FROM FOREIGN INVESTORS? Kostiantyn Likarchuk: “In the M&A area the activity has picked-up in many sectors, with agriculture, FMCG, and financial services being the leading ones. The agricultural sector has experienced a lot of consolidation, especially in the sugar industry, where major sugar producers (Dakor, Rise, and UkrRos) have changed owners in early 2011. The financial

institutions sector has seen the sale of VAB Bank and Renaissance Credit, as well as investment by Horizon Capital into UkrFinance Group, one of the largest debt purchase and collection businesses in Ukraine.”

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

We expect M&A activity to pick up at the end of 2011 and in early 2012, as some businesses will continue to consolidate, while others will continue selling off their noncore assets.

“We also expect more joint ventures in those companies, which failed to attract capital through IPOs and Eurobonds earlier this year, but continue to experience the need for additional capital.”

Company: Avellum Partners Name: Kostiantyn Likarchuk Email: klikarchuk@avellum.com Web: www.avellum.com Address: Leonardo Business Center, 19-21, Bohdana Khmelnytskoho Str., 01030, Kyiv, Ukraine, 11th floor Telephone: +380 44 220 0335

Company: BDO LLC, Ukraine Name: Sergiy Balchenko Email: bdo@bdo.kiev.ua Web: www. bdo.com.ua Address: 201-203, Kharkivske Road, 10th floor, Kyiv 02121, Ukraine Telephone: (+38-044) 393 26 87, 393 26 88

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SECTOR SPOTLIGHT:

UK Corporate Insolvency

UK CORPORATE INSOLVENCY — Surviving 2012

The global economy was set for a broad recovery over the course of 2011 and on an international level we have certainly witnessed some encouraging signs from the Q1-Q3 period; M&A is up 21.5% and private equity buyouts have been the strongest since 2008. Unfortunately on a more local level, the UK economy is by no means out of the woods; despite having been officially out of recession for some time, the early recovery remains slow and confidence is sparse.

The Bank of England / London

The number of corporate insolvencies has actually increased quarter on quarter and many businesses are still falling into recession. The government may be relying on the private sector to drive the economy forward but are our businesses in a position to deliver?

What will be the effects of the continued public sector cuts and changing fiscal and monetary policy? How can management diversify, find new markets and control costs? And, what other challenges lie ahead for businesses in 2012?

Certified Accountants and are Licensed Insolvency Practitioners.

Acquisition International speaks to Vivienne Oliver, a partner at Rollings Oliver LLP, a niche restructuring firm, who has over 20 years of restructuring experience, mostly gained at Ernst & Young and fellow named partner, Mike Rollings, who was also ex-EY where he was a restructuring partner for some 15 years before moving to Baker Tilly. Both partners are both fellows of the Association of Chartered

We aim to manage insolvencies to provide the best possible return to stakeholders in general and creditors in particular. We advise creditors on the recovery of claims, ranging from negotiating terms on one-off business debts, to acting as supervisors of substantial outward claims litigation. Where both senior and junior debtors and equity holders have to absorb large losses, opposing interests can be fiercely

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DOES YOUR FIRM PROVIDE ADVICE IN A FULL RANGE OF INSOLVENCY ISSUES OR DO YOU HAVE A NICHE AREA? “We undertake a full range of corporate insolvency appointments as well as advising on restructuring outside of a formal insolvency process.

fought and our advice is frequently sought to help understand the various levels and prioritisation of debts in an insolvent situation.

Directors increasingly recognise at an early stage the paradox between their duty to the company and their duty to shareholders and we can advise on the balance between not trading whilst insolvent and preserving the company as a going concern. We also advise investors wishing to purchase assets from an insolvency practioner; help manage orderly winddowns or portfolio run-off and undertake solvent liquidations.

As a niche firm we concentrate solely on restructuring and insolvency matters and are therefore frequently able to undertake work where other multi-disciplined firms are conflicted. This allows us to confirm our ability to act immediately and we pride ourselves in

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

UK Corporate Insolvency

No matter what the economic situation, the main reasons that we see for company failure tend to be lack of cash control; under capitalisation and poor strategic management.

our speed of response and ability to quickly grasp the nature of the issues. Our compact size enables a very close relationship with the clients, and a sharp focus on the case and we maintain a high level of partner involvement.

looking to business investment to drive growth going forward. The UK corporate sector as a whole appears to be in relatively good shape and borrowing rates are low which would indicate a good opportunity to invest.

An area of expertise, acquired over a number of years, is corporate streamlining, where we work with clients to simplify corporate structures. This has benefits for risk management and investment, providing a greater transparency and clarity for both group directors and third party stakeholders. It is particularly valuable as part of post acquisition planning.”

However, this is balanced by a lack of confidence in UK demand conditions; financial turmoil in the Euro Sector and vibrant investment opportunities in the emerging markets. Weanticipate that a return to consistent growth will take some 3 to 5 years at least.

In the meantime, many companies are depleting reserves in order to stay afloat. The challenge is to maintain a firm grip on costs and have a contingency plan in place for unexpected outgoings or a fall in sales.

WHAT ARE THE TYPICAL ERRORS COMMITTED

BY COMPANIES INVOLVED IN CORPORATE INSOLVENCY PROCEEDINGS? “No matter what the economic situation, the main reasons that we see for company failure tend to be lack of cash control; under capitalisation and poor strategic management. Taking too long to make difficult decisions and not seeking advice early too frequently leads to dissipation in asset value and a reduction in liquidity. It is no coincidence that Private Equity buyouts are less likely to fail, as these investors apply a more hands on, robust approach.

Spotting the signs of insolvency early (whether in one’s own business or in that of a debtor) is important. If there are continuing losses; negative liquidity ratios; outstanding tax returns or letters of demand, the company is at risk unless clarity is obtained and remedial action taken. However, whatever the underlying difficulties, one of the most common reasons for a formal insolvency process is belated or inconsistent management response to crisis. In particular an unwillingness to communicate with third parties or even with the Board, for fear that this will further weaken the position either of the company or of individuals within it.”

THE GOVERNMENT IS RELYING ON THE PRIVATE SECTOR TO DRIVE THE ECONOMY FORWARD; DO YOU THINK BUSINESSES ARE IN A POSITION TO DELIVER WITHIN YOUR REGION? WHAT ARE THE KEY CHALLENGES THAT LIE AHEAD FOR BUSINESSES IN 2012?

“With job insecurity and inflation, it seems likely that consumer spending will remain flat. We are therefore

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Businesses should stress test their plans and valuations against a further double dip scenario and should engage with stakeholders to manage expectations and ensure that backing is available where needed.

Whilst acknowledging that the options are fewer for small and medium size business where access to lending is curtailed, the earlier that problems are faced and advice sought the better (for eg, we always see an increase of retail administration orders around the quarter date as business cannot pay the rent, whereas early negotiations with landlords may allow for an agreement to be reached or a CVA to be entered into).”

HOW WILL CONTINUED PUBLIC SECTOR CUTS, FISCAL AND MONETARY POLICY AFFECT BUSINESSES IN YOUR REGION? “Public sector cuts will act as a drag on growth and will certainly adversely affect those companies relying on them (we are seeing an increase in insolvencies of businesses operating in the education or charity sectors). They should help to keep interest rates

low, but the renewed rise in unemployment due to public sector job cuts will hit consumer confidence.

2012 may be bolstered to some extent by the Queen’s Jubilee and the Olympics, but it is hard to predict the aftermath of these events and the potential subsequent drop in spending around London.”

WHAT, IF ANY, LEGISLATIVE PROGRESSIONS DO YOU SEE FOR UK CORPORATE INSOLVENCY IN 2012?

“Recent suggested reforms, to increase insolvency regulation, have caused the insolvency trade body, R3 to consult with the Government. Whilst most practitioners welcome measures to give unsecured creditors more protection, and accept that processes such as pre-pack administrations can be open to abuse, it is felt that the current proposals will stultify the rescue culture, resulting in an overall reduction in recoveries for creditors and the ability for disgruntled minority creditors to disrupt processes.

Rather than discouraging pre-pack administrations, the majority of which effectively preserve the value of the business (particularly in “people” businesses where the main assets have legs and can walk), R3 has suggested that unsecured creditors should be given greater powers over the choice of Insolvency Practitioner and that the Insolvency Practitioner should be forced to be more transparent over their fees.

There is also support to have a more consistent regulatory regime, with fewer, more specialist regulatory bodies. We have yet to see what the outcome of these debates will be.”

Company: Rollings Oliver LLP Name: Vivienne Oliver Email: Vivienne.oliver@rollingsoliver.com Web: www.rollingsoliver.com Address: 6 Snow Hill , London EC1A 2AY Telephone: 020 7002 7960

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SECTOR SPOTLIGHT:

The Importance of Due Diligence in M&A Transactions

THE IMPORTANCE OF DUE DILIGENCE — in M&A Transactions In such a challenging and ever-changing climate, it is now more important than ever for businesses to ensure effective due diligence is carried out in M&A transactions. The recession has certainly affected the way we buy and sell. As a result, an added level of due diligence is often required. Investors certainly seem to be developing a greater appreciation of the importance of a thorough deal evaluation process, including due diligence.

The economic downturn has (and will continue to have) a residual effect on both real and perceived value. Some sellers feel the need to explain away the recession by presenting their own version of a company’s financial history, which can be misleading.

At the same time, the recession has created some very real business scenarios that potential buyers should know they will need to overcome. Acquisition International speaks to the experts…

Alex Birch is Partner at OC&C Strategy Consultants.

Neil Humphrey is Managing Director at Waterman Energy, Environment & Design Limited.

WHAT AREAS OF DUE DILIGENCE DO YOU SPECIALISE IN? Alex Birch: “We provide commercial due diligence, typically covering market and competitive analysis; company historical commercial performance; assessment of business plan and strategy for growth, commenting specifically on the achievability of the plan and formulating our own growth plans if required. We provide these services principally for buyers of businesses, but increasingly for sellers. We cover the majority of industry sectors but are preeminent in the UK in Retail and Consumer Goods, Business Services and TMT.” Neil Humphrey: “Waterman is an award-winning environmental consultancy providing environmental, health & safety and integrated due diligence support to institutional investors, private equity, corporate and property clients.

Our expertise lies in identifying issues of material effect, understanding our clients’ business and advising how best to mitigate these issues within the context of the deal. Our reports are commercially focussed, with potential liabilities financially quantified, enabling our clients to understand the nature of the identified risks. We develop appropriate strategies to manage these risks, with the overriding objective of maximising the deal value. Waterman also provides the necessary expertise during the transaction life cycle to ensure that environmental liabilities do not adversely impact our clients or their investments, whether they are investing in a diverse portfolio, single asset transaction or a corporate acquisition.”

PLEASE GIVE A BRIEF SYNOPSIS OF THE FIRM’S DUE DILIGENCE HISTORY.

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Alex Birch: “We have been active in the Commercial Due Diligence market for over 10 years, with a particular focus on supporting Private Equity investors and lending banks in leveraged transactions but also serve corporate clients, often working alongside their in-house acquisition teams. We are often involved in cross-border and international deals as there are OC&C offices in North America, Europe and Asia from which we can rapidly bring together deal teams. CDD work typically represents around 30% of what we do, the other 70% being the development of corporate strategy and helping clients put it into action.”

Neil Humphrey:

Waterman has been delivering environmental due diligence since 1990, and has always focussed on understanding the nature of the transaction, and developing an appropriate scope to that deal, targeting headline issues based on our knowledge of that sector.

This means that our clients can quickly focus their attention on material risks, and formulate strategies for mitigating these, rather than being bogged down in a malaise of wordy, commercially unfocussed reports that add little to the clients’ competitive advantage. This focus on our clients’ needs led Waterman to quickly challenge the existing global environmental due diligence providers in the UK, and Waterman remains one of the leading providers in the market despite the consolidation the sector has witnessed in the last 3 years.”

CAN YOU PLEASE DESCRIBE A TYPICAL CLIENT? I.E. PUBLIC/PRIVATE, SIZE, LOCATION, AGE ETC. HAS THE PROFILE OF YOUR CLIENT CHANGED AS A RESULT OF THE DOWNTURN? Alex Birch: “Our clients are typically Private Equity investors investing in “mid-market” deal sizes and upwards, so typically organisations that have

investment funds from €1bn upwards looking at businesses with an enterprise value of at least €100 million. The downturn has seen us working with the same set of clients but often on deals that are smaller than those seen at the peak of the market. We are seeing much less of the large club deals involving two or three PE groups with very large absolute amounts of debt being put together.”

Neil Humphrey: “Waterman offers a very bespoke service to its clients and therefore we do not have a typical client. Our clients range from multi-nationals through to niche service providers.

Typically however our clients will be headquartered in the UK, but are often considering international transactions potentially with no UK operations.”

HOW DOES YOUR FIRM STAND OUT FROM LOCAL AND GLOBAL COMPETITORS IN TERMS OF THE SERVICES YOU OFFER? Alex Birch: “We believe we have at least three points of differentiation from other CDD providers: The strength of industry knowledge and experience we assemble for our deal teams: we do not have a separate group of consultants only doing CDD projects; we staff our teams with people who have worked on strategy projects in the relevant industry so understand it well. In addition to this we devote significant Partner time to assignments to ensure depth of knowledge.

The depth of our analysis and thought about influencing factors on the future performance of a business: it is relatively straightforward to research markets and competitive positions in the here and now, what takes more thought and likely adds more value is consideration of trends that can positively or adversely affect the performance of a business in the next two or three years and the probability of them happening.Clarity of our communication to our clients: CDD engagements can generate large volumes of information, we have been complemented often on the precision and clarity with which we present our analysis of the critical issues for investors concerning the businesses and markets we examine.”

Neil Humphrey: “Waterman’s approach centres on a small core project team who work very closely with the client to understand, amongst other things, their objectives, internal management approaches and appetite for risk. This core team forms the central

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SECTOR SPOTLIGHT:

The Importance of Due Diligence in M&A Transactions point of contact for the client, providing a single, clear chain of communication through which all due diligence issues will be managed and addressed.

The core team’s position within Waterman allows us to draw on specific technical expertise of the wider Waterman Group as and when required. At a global level, our clients have a diverse range of operations, which require co-ordinated support at a local level.

Consequentially we have developed a global network of consultants who understand the local environment and legislative framework, enabling Waterman to provide bespoke solutions at a local level, for international projects.”

IN SUCH A CHALLENGING AND EVER-CHANGING CLIMATE, HOW CRITICAL IS IT TO ENSURE EFFECTIVE DUE DILIGENCE IS CARRIED OUT IN M&A TRANSACTIONS? Alex Birch:

Effective commercial due diligence is particularly critical at present given the uncertainty that surrounds the outlook for different sectors of the economy and different regions.

Many UK and European businesses are seeking growth through internationalisation of their revenue and many business plans we see include investment for export led growth, adding to the complexity of the diligence task.

E-commerce is a natural route to exploit for low risk international sales but is an area in which careful scrutiny of growth plans is required, particularly around the cost of achieving growth in web-based or multi-channel sales. Beyond the sales uplift e-commerce can bring there is often a need to consider whether the internet will alter the value chain and competitive dynamics of a sector. This is where good strategic thinking needs to meet commercial diligence skills to help potential investors consider the risks or opportunities for a business.”

Neil Humphrey: “The risks associated with investments have changed markedly over the past few years. Increased legislative pressures with respect to environmental risks and liabilities, an increased focus on carbon reduction and reputational risks have meant that the traditional “desk top” off the shelf approach to due diligence is no longer sufficient. There is now a greater need to take a more holistic and commercially-focussed approach to the assessment of environmental liabilities, embedding the environmental due diligence into the core advisory team and ensuring that the legal and insurance advisers work alongside the environmental adviser to not only identify potentials risk and liabilities, but to also help develop mitigation.”

ACQUISITION INTERNATIONAL

HOW HAS YOUR ROLE CHANGED SINCE THE ONSET OF THE RECESSION? PLEASE EXPLAIN WHY AN EXTRA LEVEL OF DUE DILIGENCE IS NOW OFTEN REQUIRED. Alex Birch: “Uncertainty over the economic outlook continues, we have been through a recession and may face a second one. The impact on our work has been to add an additional focus area to our work which is around downside risks and understanding the degree to which customers’ demand (be they people or businesses) is elastic with regard to price or confidence or other factors. Often this means that in the diligence process we are getting to levels of understanding of drivers of behaviour among key customer segments that even the company has not looked into previously. Another area of greater scrutiny is the investment required in opex or capex for growth.”

Neil Humphrey: “Investors, specifically private equity are now beginning to hold portfolio companies for longer, and are therefore becoming more operationally focussed. Coupled with this, major Limited Partners are requiring more transparency in how their money is invested. Leading private equity firms are therefore increasingly realising that proactive management of environmental issues can create real value, and are now factoring these considerations into their investment strategies.

They are now progressing from simply complying with regulations and mitigating key risks at the due diligence stage, to seeking strategic advantage from managing environmental issues affecting their portfolio companies.

From Waterman’s experience, these initiatives do not necessarily add a significant cost to the business but can create substantial operational benefits, during the hold period and on exit of portfolio companies, and also at fundraising.

Waterman has therefore been increasingly focused in this area with our clients and we recently produced updated guidance on behalf of the British Venture Capital Association (BVCA) on Responsible Investment, which was officially launched at the BVCA’s annual conference in London in October.”

WHAT ARE YOUR PREDICTIONS FOR THE NEXT 12 MONTHS REGARDING DEMAND FOR YOUR SPECIALIST AREA? Alex Birch: “Looking forward over the next 12 months and trying to predict what demand there will be for our services and whether the flavour of what we do will change is rather hard. It is clear from industry statistics that the volume of deals has fallen from a peak and that the size of deals has come down.

The key influencer of how busy the market will be next year is the availability of debt from lenders, which doesn’t look great right now from what I hear.

I suspect we will see more activity with assets that are officially classed as “distressed” given the levels of debt they have had put into in their financial structures but that are fundamentally sound. The diligence task on these businesses will be very similar

to what it is now, but likely with even more emphasis on customer demand patterns under different market scenarios.”

Neil Humphrey: “Waterman is not anticipating any material increase in transactions over the next 12 months, but is focussed on growing our share of the transactional market by disrupting what was historically delivered as a standard product.

Environmental risks and liabilities are now a core consideration in most transactions, and Waterman is developing tools to enable these risks to be considered in the most cost effective way, and appropriate to the transaction.”

Environmental Due Dilligence

Company: Waterman Energy, Environment & Design Ltd Name: Neil Humphrey Email: n.humphrey@waterman-group.co.uk Web: www.watermangroup.com Address: Pickfords Wharf, Clink Street, London, SE1 OJF Telephone: +44 207 9287888

Commercial Due Dilligence

Company: OC&C Strategy Consultants Ltd Name: Alex Birch Email: Alex.Birch@occstrategy.com Web: www.occstrategy.com Address: 6 New Street Square, London, EC4A 3AT Telephone: +44 207 010 8000

Management Team Due Dilligence

Company: Mercer Name: Dr. Dagmar Wilbs Email: dagmar.wilbs@mercer.com Web: www.mercer.com Address: Head Human Capital Central Europe Lyoner Str. 36, 60528 Frankfurt, Germany Telephone: +49 69 689778 458

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SECTOR SPOTLIGHT: Company Formations

COMPANY FORMATIONS — Doing business in Brazil

Company formations are still big business, the size, scale and clientele may have changed over recent years, but there is still a strong demand for the service.

Starting a new business or opening in a foreign location often requires more than the initial assistance when it comes to the registration process; it’s important to consider the ins and outs of employing staff, access to banking and credit facilities, local corporation taxes and the logistics of trading internationally, for this reason, we’re also going to analyse the ease of trading in each representative jurisdiction, examining how different regulatory environments can either benefit or hinder business growth. Acquisition International talks to Gerd Foerster; corporate C.E.O at Confidor (São Paulo, Brazil).

WHAT ARE YOUR SPECIFIC AREAS OF EXPERTISE WHEN IT COMES TO COMPANY FORMATIONS? “We provide services to companies operating in different segments, ranging from small organizations, with more simple corporate needs, to listed organizations, well established in the market, which demand a more complex system of formation.

In the corporate area, we offer legal support and advice, based on our extensive expertise in this area.”

PLEASE DESCRIBE THE LEGAL REQUIREMENTS WHEN IT COMES TO SETTING UP A COMPANY IN YOUR JURISDICTION. “In order to constitute a Brazilian Company, there is need for the execution of a written Articles of Incorporation (which can be private) between the partners. This document must be registered in the National Department of Trade Registry. The norms are similar for foreign or national entities stockholders. Brazil is not a signatory of the Den Haag Treaty on Apostille. Therefore, all official documents which ought to be valid in Brazil need to be submitted to a Brazilian Consulate in the country issuing the document before coming to Brazil.”

DOES REGULATION IN YOUR JURISDICTION HINDER OR BENEFIT BUSINESS GROWTH? WHAT CAN YOU JURISDICTION OFFER TO PROSPECTIVE COMPANIES? ARE THERE ANY TAX BENEFITS? “A wide range of government incentives is available for start-up projects in Brazil. In theory, the foreign investor has the same access as national ones to these incentives, but in reality, there are discrete focuses, concealing market reserves to national residents.

The type of incentive mostly used by the Union, States and Cities are subsidized-rate loans and tax exemptions or reductions.”

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HOW DOES EASE OF TRADING IN YOUR JURISDICTION COMPARE TO OTHER COUNTRIES? PLEASE HIGHLIGHT THE EASE OF ACCESS TO BANKING AND CREDIT FACILITIES AND LOCAL CORPORATION TAXES WITHIN YOUR ANSWER. “Many advantages of doing business in Brazil are related to the country’s vast territory – it is the fifth largest country and has a population of approximately 200 million. For this reason, many local companies still require capital, restructuring and technology, with an enormous growth potential in the current consumer market, which is presenting an extraordinary growth phase due to the increase in credit lines and options for the population.

Brazil has a broad industrial base and infrastructure, and a diversified economy, being currently the 6th world largest economy, with a GDP estimated in US$ 2.037 trillion. The country has abundant agricultural, mineral and energy resources, and also a large labour force available, with a competitive cost basis but with certain lack of skills.”

WHAT ARE THE LOGISTICS OF TRADING INTERNATIONALLY AND WHAT SUPPORT DO YOU OFFER TO YOUR CLIENTS ATTEMPTING TO BREAK INTO NEW MARKETS? “The Brazilian Company needs a permit in order to operate in the international trade (SISCOMEX Permit), since this activity is firmly controlled by the Brazilian Government. We have the expertise in this area to obtain the permit as well as to develop safe strategies to broaden the results and maintain the activities.”

WHAT ARE THE MAIN FACTORS TO BE CONSIDERED WHEN EMPLOYING STAFF? HOW CAN POTENTIAL PITFALLS BE AVOIDED? PLEASE USE EXAMPLES TO HIGHLIGHT YOUR ANSWER. “When hiring labour, the main problem is certainly the high ancillary costs, with high taxes and social charges on the payroll, above 50%. There is also lack of specialized and technical labour for certain production areas. Furthermore, the labour Unions are very expressive, which causes labour conditions to be more expensive.”

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF DOING BUSINESS IN YOUR JURISDICTION? “The Brazilian Government has chosen a shield against the European and North American crisis based on the export of mineral and agricultural commodities. This policy aims at supplying Asia, mainly the double-digit Chinese growth. If, however, the Asian economic growth is reversed, or if the international price for commodities decreases, for instance by the segment of other suppliers, Brazil may enter in a difficult situation.”

Company: CONFIDOR – JURISCON – CORPORATE LEGAL – TAX – AUDIT – LLP Name: Dr. Jefferson R. Gonçalves, solicitor (left), Dr. jur Gerd Foerster, barrister, CPA, PhD (middle), Dr. Arthur H. L. Wolf Ribeiro, solicitor (right) Email: info@confidor.com.br Web: www.lea-confidor.com.br Address: Travessa Azevedo, 178 - Bairro Floresta ZIP 90.220-200 - Porto Alegre - RS - Brasil ------------------------------------------------------Alameda Santos, 455 - cjtos 309 / 310 Paulista ZIP 01.419-000 - São Paulo - SP - Brasil ------------------------------------------------------Avenida Inácio da Cunha Leme, 97 - Interlagos ZIP 04.784-145 - São Paulo - SP - Brasil Telephone: (+55) 51 3222 8933 or 11 2666 3711

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Acquisition International’s 2011 Financial Review

ACQUISITION INTERNATIONAL’S

— 2011 Financial Review

Omayyad Mosque / Syria, Damascus

The global economy was set for a broad recovery over the course of 2011 and in January the outlook for the year ahead was the most positive we’ve seen since the crisis began in 2007.

We have certainly witnessed some encouraging signs from the Q1-Q3 period with global M&A up 21.5% and private equity buyouts being the strongest since 2008. Acquisition International speaks by Mr. Gabriel Oussi general manager Oussi Law Firm.

Oussi Law Firm is part of the Syrian Bar of Lawyers, International Association of Lawyers UIA, Association of European Lawyers AEA, The International Criminal Defence Council ICDC, The Arabic Society for the Protection of Industrial Property ASPIP, And the Arab Arbitration Chamber of Eng. & Const. Contracts “The firm offers a full range of legal services and it’s associated with a comprehensive network of distinguished experts and consultants in the field of business management, economic feasibility studies.

“The firm’s activities are conducted by several professional reputed lawyers dedicated to serve their clients the very best of legal services.

“Moreover, reliable contacts are maintained with other firms in Syria, Middle East, Europe and USA. As far as the legal requirements are concerned in order to establish a company, the Syrian corporate law No. 29 dated 14.2.2011 has specified the main requirements.

ACQUISITION INTERNATIONAL

It’s very obvious that as much as the law firm has good experiences in establishing a company it will make the draft perfect, legal and protect the right of all parties.

It’s very important to look after an expert and not after bucket shops, and due to these circumstances we can measure the levels of any jurisdiction, And because of Oussi big experiences in establishing a company the firm was chosen by Legal 500 as a recommended firm for corporate & M&A for 2011.”

Company: Oussi Law Firm Name: Gabriel Oussi Email: go-law@oussico.net Web: www.oussico.net Address: Salhiye – Shouhada Str. P.O. Box: 2506, Damascus – Syria Telephone: +9631133500090/1

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SECTOR SPOTLIGHT:

Doing Business in Poland

DOING BUSINESS — in Poland

Poland has maintained strong economic growth and has avoided entering into a recession despite the struggling global economy. In the past year Poland has seen economic growth of about 4% and has experienced a rise in retail sales of 2.4% compared to a decline of 0.7% across Europe as a whole. This can be accredited to many influential factors in the region such as strong leadership, good banking regulations and a strong tech-savvy work force. This growth is set to continue despite the on-going downturn predicted for many of the world’s economies. Acquisition International speaks to Michael Davies, one of the founding partners in Siemiątkowski & Davies.

WHAT GIVES YOU AN ADVANTAGE OVER LOCAL AND GLOBAL COMPETITORS IN YOUR AREAS OF EXPERTISE? Michael Davies: “As both the partners spent many years with one of the Magic Circle law firms, Siemiątkowski & Davies is able to provide a quality of service and advice usually found in the large international firms but with two important distinguishing features: much greater direct partner involvement in transactions and more attractive fees.”

HOW HAS POLAND MAINTAINED STRONG ECONOMIC GROWTH AND HAS AVOIDED ENTERING INTO A RECESSION DESPITE THE STRUGGLING GLOBAL ECONOMY? Michael Davies: “Poland has managed to avoid recession and even maintain a healthy GDP growth over the last three years. This trend has been assisted by the influx of EU funds (contributing to infrastructural spending and related employment; for example, over 2.5 billion euro of EU money has been spent in 2011 on roads), a continuing flow of foreign investment, and the domestic demands of a population which is constantly improving its living standards. In 1991 the GDP per capita was about one quarter of that of Germany; twenty years later it is now one half. The recent GDP growth figures have been impressive considering the worldwide downturn. In 2008, 2009 and 2010 GDP growth was respectively 5%, 1.6% and 3.8 %. 2011 will also show a GDP growth number of over 3%. In total Poland was allocated 67 billion euro of EU funds for the 2007-2013 budget period.”

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO DO BUSINESS IN POLAND? WHAT ARE THE KEY BENEFITS? Michael Davies: “The attractions of investing in Poland will vary depending on the business in question. But undoubtedly factors that have drawn many international corporates to Poland include: a

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relatively low cost base; a well-educated and hardworking work force; and a competitive corporate tax rate (19%). Foreign companies may consider start-ups and private sector M&A transactions, or alternatively look at the 300 companies being targetted for privatisation in the year 2012 -2013.

Recently a Financial Times sponsored report placed Poland in third position globally, after the US and China, as the best location for projects in the production sector. This means Poland can become one of the leading manufacturing bases in the EU. There is also an increasing number of service orientated projects, such as out-sourcing activities. In 2010 the total foreign direct investment into Poland was 9.8 billion euro; this was an improvement on the 8.6 billion euro amount for 2009; the 2009 number was itself a 14% drop from 2008. So the trend is back up again. 2011 is expected to produce a strong showing, better than 2010. The discovery of large shale gas deposits in Poland is already attracting significant investment in the energy sector and this will undoubtedly continue.”

WHAT ARE YOUR PREDICTIONS REGARDING FOREIGN INVESTMENT IN POLAND OVER THE NEXT 12 MONTHS? Michael Davies: “GDP growth is expected to slow in 2012 to about 2.5 %, due primarily to the slowing up of the economies in the eurozone. It is likely that foreign direct investment may also suffer.”

CASE STUDY: IGI FOOD CONSULTING Legal Solutions with practical applications for the food sector. IGI Food Consulting was founded in 2006. The motivation for the creation of the company was observation of the food sector, which showed that many companies from this sector require expert support.

Our strengths:

• The ability to apply our food law expertise to projects vital to the operations of food business operators; • Knowledge of the functioning of control institutions; • The ability to seek practical solutions allowing for the efficient placement of products on the market in a manner compliant with all relevant regulations.

Thanks to ongoing cooperation with the EU institutions, state entities carrying out inspections, national and foreign scientific and research entities, and sector organisations, we are able to provide complex solutions and support from the concept phase through to production; we

can also assist with the preparation of advertising campaigns and during the course of proceedings instigated by the relevant state bodies. IGI Food Consulting is above all a team of professionals with extensive experience in the execution of tasks relating to the safety, trade quality, advertising and presentation of foodstuffs. We prepare opinions and analyses in respect of a range of issues connected with food law. Examples of the tasks we can assist clients with are set out below: • Product composition • Foodstuffs Labelling Advertising and presentation (Inc. Health and nutrition claims) • Permits and authorisations – we prepare applications and act as intermediaries in all proceedings required be Polish competent authorities and submissions to the European Commission and EFSA • Food supplements, PARNUS (Identification of the category a given product falls under; Conduction of notification to the CA) “Since the creation of IGIFC in 2006, we have cooperated with over 130 companies. Our client list encompasses large international concerns, as well as companies active on local markets.”

Company: IGI Food Consulting LLC Name: Izabela Tanska Email: izabela.tanska@igifc.pl Web: www.igifc.pl Address: Bruna Street 9/206 postal: 02594 Warsaw, Poland Telephone: +48 22 332 57 16

Company: Siemiątkowski & Davies Name: Michael Davies Email: michael.davies@sdlaw.eu Web: www.sdlaw.eu Address: Al. Róż 10/9, 00-556 Warsaw, Poland Telephone: +48 22 529 3780

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

2012 Corporate Tax Return

2012 CORPORATE TAX RETURN — What can Nigeria and Belarus 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. Acquisition International speaks to the experts.

Patrick Okonjo and Adetola Lawal are part of Okonjo, Odiawa & Ebie is a fully integrated and multi dimensional business law practice, providing legal services to local and international corporations, governments, institutions and individual clients.

WHAT ARE THE TAX PITFALLS A COMPANY MUST BE AWARE OF IN YOUR JURISDICTION? Patrick Okonjo: “There are a number of challenges companies will face in Nigeria in terms of taxation.

Nigeria has a three tier governmental system made up of the Federal, State and Local government.

Unfortunately, this has led to cases of companies being taxed by all these tiers of government over the same matter. It is therefore important that companies get proper advice as to the applicable tax to be paid. Nigeria has double taxation treaties with only 12 countries. Invariably, the country is unable to offer unilateral relief where there is double taxation to a majority of foreign related companies operating within the country. There is also no clarity with regards to a number of tax related issues , for instance , even though the Free Trade zones regulations stipulate for tax exemptions for companies for companies in the zone, in practice it is still not clear exactly what taxes are exempt.”

HAVE THERE BEEN ANY RECENT CORPORATE TAX REFORMS AND TECHNOLOGICAL IMPROVEMENTS TO THE TAX SYSTEM WITHIN YOUR JURISDICTION? Adetola Lawal: “The Government of Nigeria has continued to take steps to reform its tax administration procedures. It must be pointed out that these reforms apply to both personal and corporate tax. In December 2011, while presenting the 2012 budget, the Government announced a corporate tax waiver on all bonds and debt instruments. It also announced a review of the import duty regime and corporate tax reduction. Policy announcements were also made granting concessions and waivers to companies in social projects and community development. Tax rebates are also been extended to companies that create jobs.”

ACQUISITION INTERNATIONAL

“Relatedly, technological improvements are also been implemented. Some of the new measures in this regard include; • Automating the tax process • Issuance of readable tax cards as against paper tax certificates • Increased digitalisation of tax offices across the country.”

HOW CONDUCIVE IS YOUR JURISDICTION’S TAX SYSTEMS AND IS THERE ANY EVIDENCE THE TAX REFORMS ATTRACT INVESTMENT? PLEASE USE EXAMPLES TO ILLUSTRATE YOUR ANSWER. Patrick Okonjo: “Nigeria offers an interesting investment designation to investors inspite of its shortcomings. The country offers extensive tax holidays, in some instances, up to 5 years to pioneer industry operators and others alike. At the onset of the GSM revolution, in Nigeria , mobile the telephone operators who won licenses to operate in Nigeria including MTN were given tax holidays which ensured that they did not pay tax for several years.

The Government has also announced a number of tax related policies which provide for tax rebates in a number of sectors of the economy and the effect has been an increased level of activity by investors in such sectors including the Power and Agriculture sectors. Currently, in few Nigerian states, there is in existence Free Trade zones and Free Trade Zones regulations which provide exemptions to companies registered in the zones on all taxes.”

CASE STUDY: STEPANOVSKI, PAPAKUL AND PARTNERS LLC (SPP) SPP offer a full range of legal services for businesses; the firm provides highly qualified legal services to Belarusian and foreign companies with their business start-up, operation and protection in Belarus. In its work, the SPP applies the principle of its staff’s focused expertise, which helps us to promptly respond to their Clients’ requests and solve their issues in a professional manner. Dmitry Kovalchik is a tax practice attorney of the Stepanovski, Papakul and Partners Law Firm. He specializes in taxation of Belarusian and foreign businesses related to their operations in Belarus.The tax practice occupies an important place in the structure of our company. The goal of the Stepanovski, Papakul and Partners Law Firm is to offer highly qualified legal services to their Clients that relate to the issues of business taxation and protection from adverse tax implications. The tax practice believes that their job is to resolve their Clients’ issues, achieve in reality their business goals and tax objectives. SPP commented that often, the reason for addressing

tax consultants in Belarus is the complicacy and ambiguousness of interpretation of the tax legislation. The Belarusian tax legislation may be also characterized as unstable and subject to frequent changes. The tax rates, payment procedures, list of tax benefits are changes, in fact, every year. Meanwhile, the errors made by tax payers in applying the tax legislation would generally entail considerable sanctions from tax and other controlling agencies without any fixed limitations. Speaking about the Belarusian tax system, SSP also mentioned the immaturity of judicial contests with the Belarusian tax agencies.

In many cases, courts would side with tax and other controlling agencies, which obstructs successful claims against those agencies’ decisions. Therefore, it is crucial to work on tax issues in advance before the company’s foundation, commitment of a major transaction or adoption of other important executive decisions.The system of taxes in the Republic of Belarus comprises central (Republican) and local taxes. The republican taxes are stipulated in the Tax Code and their payment is mandatory throughout the country. Local taxes, as listed in the Tax Code are set by local authorities, and their payment is mandatory in certain localities.

Company: Stepanovski, Papakul and Partners LLC Name: Dmitry Kovalchik Email: d.kovalchik@spplaw.by Web: www.spplaw.by Address: 16 Kuibyshev Street, 4th floor, 220029 Minsk, Belarus Telephone: +375 17 209 44 83

OKONJO, ODIAWA & EBIE

Company: Okonjo, Odiawa & Ebie Name: Patrick Okonjo / Adetola Lawal Email: pokonjo@gmail.com/ info@ooelaw.net Web: www.okonjo.odiawaebie.net Address: 11, Raymond Njoku Street, Ikoyi, Lagos Telephone: +08062633938

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35

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.

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.

Sandra Bauwens, trademark and design attorney, Arnold + Siedsma, Antwerp, Belgium.

Terence Hussein is founding partner of Hussein Ranchhod & Co, who has 20 years of experience in commercial litigation as well as IP registration in Zimbabwe.

Catherine Wolfe, Partner and Trade Mark Attorney at Boult Wade Tennant is considered a leading expert within the UK IP profession and in addition to her considerable expertise in UK and European matters, she has extensive experience in handling matters in China and Japan. Catherine has an MA (Cantab) in Oriental Studies (Chinese) and a PhD in Anglo-Saxon Literacy, both from Cambridge. She is proficient in Mandarin Chinese and has a particular interest in the adoption of Chinese character marks.

Catherine has visited China and Japan on several occasions, three times as part of an official UK delegation, to give seminars on UK Trade Mark Law to the national Trade Mark attorney associations in those countries. In 2011 it was not only the firm that achieved top rankings in the Legal 500. Catherine Wolfe was described as ‘an astronomical intellect’.

Ed Bourgoing is the managing partner at Intellectual Property Guardians Mexico.

Salih El Amin is the Managing Director of Salih El Amin Intellectual Property. He provides legal consultation on all IP aspects prevailing in the Middle East region, with patents, trademarks, designs and copyrights in the GCC and other countries.

ACQUISITION INTERNATIONAL

PLEASE GIVE A BRIEF SYNOPSIS OF YOUR PERSONAL, AND YOUR FIRMS EXPERIENCE ADVISING ON IP LAW. Sandra Bauwens: “Arnold + Siedsma is a specialist in the legal protection of intellectual property rights.

From the establishment of patents through to the registration and protection of trademarks, designs and other rights. Giving you the complete freedom to make a commercial success of your idea.”

Terence Hussein: “The firm has been registering and advising on Patents, Trademarks and Industrial Designs for the past 20 years. Our clients are mainly from Western Europe, the United States, Japan and China. In 2011, we filed more than 200 applications with our Intellectual Property offices, and in 2012, we hope to increase this number.”

Catherine Wolfe: Catherine Wolfe was elected to First Vice President of the Institute of Trade Mark Attorneys (ITMA), a professional body in the field of UK and European trade mark laws and practices, in 2010. She attends Council meetings and represents the Institute and the British Profession of Trade Mark Attorneys at meetings with the Trade Mark Registry, OHIM, the Legal Services Board, and associations of British professionals and overseas attorneys throughout the year. She is a member of several committees including the General Purposes and Finance, and Education and Training Committees of ITMA. She has chaired a number of ITMA evening meetings, co-chaired the ITMA autumn seminar in Birmingham this year and last year, and lectures at the ITMA trade mark administrators’ course.

Catherine has also led the hosting party at ITMA for the Japanese Patent Attorneys Association. Catherine is a partner in Boult Wade Tennant’s reputable trade mark group. The group is internationally regarded as predominant in its field; achieving top tier ranking in MIP, Legal 500 and Chambers. The trade mark practice assists clients in the selection, protection, management and enforcement of trade marks, in domain name disputes and with advice in connection with copyright and other IP related areas.

“The firm is known for its quality of communication, proactivity, creativity and responsiveness in all matters. We pride ourselves in our relationships, many of which are very long-running. In 2011, the group has filed over 1,200 new trade mark applications internationally including over 300 new UK trade mark applications and 300 CTM applications. According to the October/November 2011 issues of World Trademark Review the firm is ranked in the top 7 for UK CTM filers. Boult Wade Tennant is a forward thinking and dynamic firm that is at the forefront of its practice areas. The firm’s focus is patents, trade marks, designs, copyright and all intellectual property-related areas. The patent group’s expertise includes drafting original patent specifications for a range of clients such as SMEs and university start-ups and providing a high level of IP due diligence reports in support of joint ventures, mergers, floatations, IPOs and other funding ventures. Boult Wade Tennant has consistently been recognised internationally as one of the leading UK firms of Chartered Patent Attorneys and European Patent and Trade Mark Attorneys. It is a top tier firm in MIP, Legal 500 and Chambers. In the recently published Managing Intellectual Property World IP Survey 2011, Boult Wade Tennant was again the only firm to be credited with top tier ranking across both patent and trade mark practices. In 2012 in Chambers and also in the three categories of the Legal 500 (for patents, trademarks and regional offices) for the sixth consecutive year.”

Ed Bourgoing: I have worked in big law firms in Mexico and, for 12 years, I have been working in my own firm. For International Corporations and law firms we only handle IP issued, we have very specialized personnel in each area and I supervise everything to make a difference in our personal touch.

Salih El Amin: I am basically a lawyer with English law legal back ground. I have been in the legal position for the last 30 years of which I developed more than 15 years for exclusively practicing IP law.

Our practice covers all areas of IP law, including prosecution, maintenance and enforcements of patent, trademarks, designs and copyrights. We also provide legal advice on all such matters.

WHO IS A TYPICAL CLIENT? Sandra Bauwens: “SME’s as well as multinationals” Terence Hussein: “The usual source of instruction is from a fellow Intellectual Property Practitioner outside Zimbabwe. We however also get regular instructions from in-house Intellectual Property Counsel from large manufacturing concerns in Europe and India.”

Catherine Wolfe: “The trade mark and patent groups of the firm are often instructed in due diligence matters for a wide variety of clients and have considerable expertise in the field.

There is no such person as a typical client, though all clients share certain characteristics: they want the very best advice in a prompt and cost-effective manner, which Boult Wade Tennant provides. The firm is structured into five highly-regarded groups.

There are four patent groups which are divided by technologies, namely: high-tech and electrical, engineering and designs, biotechnology and life sciences, and chemical and materials. The fifth group is the trade mark and domain names group. We act for clients of all sizes, from private individuals to charities to SMEs to large multi-national corporations. Some of our clients are themselves specialists in IP law,

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SECTOR SPOTLIGHT:

Protecting & Managing Intellectual Property in M&A Transactions such as in-house attorneys or solicitors; others are company secretaries or CEOs who have some legal background; others are inventors or traders who have never before been involved in patents, designs or trademarks.”

Ed Bourgoing: “A typical client is a corporation wanting protection in Mexico or having an issue of copyright or a new PCT filing. We also receive work from a lot of law firms around the world as we give really good results.”

HOW DOES YOUR FIRM STAND OUT FROM COMPETITORS? Sandra Bauwens: “We are a one stop boutique firm, striving for excellence and tailored advice.”

Terence Hussein: “Our firm is 20 years old.

However, in this particular field, we are considered to be a very young firm. Despite our youthfulness, we have, in a mere 10 years, jumped to be about the 4th largest Intellectual Property firm in Zimbabwe. Our competitors and rivals were each formed on average, about 50 years ago. One of our competitors was in fact, formed in 1923. We believe we have stood out from our competitors for our quick grasp of what our client needs, and have proven extremely adaptable to an ever-changing environment, to which our competitors take a little longer to adapt to.”

Catherine Wolfe: “We’re normal. A strange statement to describe what distinguishes Boult Wade Tennant from other firms, but something we’re incredibly proud of. In fact we pride ourselves on our normality because that’s why clients choose us and continue to choose us year after year. We don’t just give peace of mind, excellent technical advice, a consistent international service or dependable quality work; we listen to our clients. It is this listening that is at the heart of every client relationship. It equips us with a clear understanding of the unique issues the client faces, the commercial environment they operate in and the pressures they face. It is this simple but very important part of how we treat clients that means we can use our business and commercial acumen to speak the language of the client no matter their size or industry. And, because we only select the very best experts to join our firm, we can be confident that we always deliver results and value. So normal is pretty special at Boult Wade Tennant.”

Ed Bourgoing: We are completely different, we do not charge for searches nor opinions for once we usually try to handle the matter with only one fee charge and the rest is our responsibility. We are the most active firm in social media and we try to be ahead of the rest adapting to the new world.

Salih El Amin: Unlike many other IP practitioners in our region, we are basically lawyers who endour to put the utmost legal knowledge in attending to client requirements.

WHAT DOES AN IP ADVISER BRIGN TO THE DEAL TABLE? HOW IMPORTANT IS THEIR ROLE? PLEASE DRAW UPON EXAMPLES TO HIGHLIGHT YOUR ANSWER. Sandra Bauwens: “Common sense in the first place!”

Terence Hussein: “An IP advisor gives a value to a non-tangible asset such as intellectual property.

Intellectual Property may be far more valuable than the physical assets on hand in a company as one is dealing not only with an asset of current value, but an asset which may, in the future, generate huge amounts for the owner. A very easy example of this

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is software assets such as Windows, Facebook and Google. One wonders what would have happened to the owners of these valuable intellectual assets, had it not been for very valuable advice given at the time to protect these billion dollar assets which now dominate the world.”

Catherine Wolfe: “It is becoming more frequent that the most valuable asset in M&A transactions is Intellectual Property and that’s why IP advisers are so important. It is their job to identify, value and protect the IP in these transactions. The IP adviser has a pragmatic understanding of the value of IP as a legal tool and as a commercial tool, with an understanding of what data can be obtained immediately and at low cost and what is available if costs and timings are not crucial. This commercial understanding enables sound strategic advice. In particular, because an IP adviser works with registration documents all day, he can quickly see where a Trade Mark is registered and where it is still a pending application, and whether the registration might have entered the phase of vulnerability to non-use cancellation action. This kind of information is a kind of IP code which can be found on enquiry at the Registries, but which an IP adviser is likely to perceive and understand from the basic data in the actual course of a meeting. This can be a very important role especially in valuation, even if the advice is simply to say that a party has no significant IP.” Ed Bourgoing: “We should focus in solving problems not creating them.”

WHY IS A COMPANY’S INTELLECTUAL PROPERTY SUCH A VALUABLE ASSET? WHAT STEPS SHOULD A COMPANY TAKE IN PROTECTING THEIR IP? Sandra Bauwens: “IP is a valuable economic and strategic asset, the value of a company (and the value chain that it’s a part of) is estimated on the value of its IP. Stocks fluctuate on loss or invalidity of patents or a sudden bad connotation of a company’s trademark. A company should have an effective IP strategy in which an IP expert is involved in the process of creating a brand or developing a technical idea, to make sure that the right protection is in place at any moment in time.”

Terence Hussein: “Intellectual property is such a valuable asset. A company should first register its intellectual property in various countries, and having done so, it is able to exchange or alienate this property at an appropriate time.”

Catherine Wolfe: “Creating or managing a company is hard work. It involves a plethora of disciplines from motivating employees to identifying and targeting new customers. However, one of the most important but often overlooked actions is to protect the organization’s intellectual property.”

“Increasingly, today’s economy isn’t about tangible assets it is about the intellectual property that is created each and every day. A recent estimate suggests that almost half of the UK’s £137 billion annual investment in intangible assets is in IP; and global trade in IP licences alone is more than £600 billion, or 5% of world trade, and rising. Therefore a company’s ability to protect its intellectual property affects its value. So things such as trademarks, copyright and patents are part of the intellectual property armoury that companies need to consider regularly. Practical steps need to be taken. For instance, I’d recommend that a company should make an archive, at least every six months, of its website to keep a record of what it is actually doing. The company should then look at what is new and what is not. A comparison of the

present internal website with its previous version is often very useful in revealing what is in development, what has succeeded more than expected, and what can be abandoned. This enables money to be saved by not maintaining items of past interest, but making new filings of items of present interest.”

Ed Bourgoing:” I believe in these days IP assets are all there is to a good business and good practices I believe that IP is more important nowadays and we should be more protective than aggressive we should register and protect their assets first of all and then maybe see any conflicts and take out any problems but we must try to be more quick solving problems by negotiation and planning.”

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? Sandra Bauwens:

Because IP is an immaterial good, it is not easy to estimate its value.

However, we have proper instruments in place to estimate the value of IP. Terence Hussein: “Unfortunately, this is a correct statement, and usually arises from a company’s lack of appreciation of intellectual property. Contemporary accounting standards have also lagged behind in their understanding of non-tangible assets, and prefer to lump intellectual property under the stereotypical headings such as “goodwill” etc. Contemporary accounting standards appear to have difficulty in quantifying the asset value of intellectual property.

This is where the experienced IP practitioner comes in, in giving the necessary advice, dependent on the particular circumstances peculiar to the transaction.”

Catherine Wolfe: “Merger and acquisition (M&A) deals are common in today’s economy. So understanding how intellectual property (IP) rights are involved is essential. What the firm has seen over the last decade is that it is the intangible assets that are often the motivating factor behind M&A deals.

This desire to own the intangible isn’t an exclusive urge of large multinational corporations, SMEs are equally hungry to exploit their intangible rights because they can add value to their company or raise much needed revenue. The difficulty for M&As that involve intellectual property is valuing it. This comes down to the obvious but tricky difference between tangible assets (eg, machinery) and intangible assets such as patents, trademarks, copyrights and the like. It is critical in these negotiations to identify the different types of IP involved and understand the associated issues. IP is a very difficult to commodify: it is not traded on open markets like gold. No two trade marks are identical - if they were, that would be infringement! All IP is bespoke to its creator, and so its perceived value is highly subjective, although increasingly there are objective external mechanisms for the valuation of IP. For example, ISO 10668:2010 specifies requirements for procedures and methods of monetary brand value measurement - not an activity for trade mark attorneys but a specialism

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SECTOR SPOTLIGHT:

Protecting & Managing Intellectual Property in M&A Transactions of certain highly experienced valuation companies.

Intellectual property violations come in many guises including counterfeiting, copyright or trademark infringement, plagiarism and many more. It is a serious issue and given the large amounts of money potentially involved one that needs to be addressed by companies. This is where Boult Wade Tennant can help clients. Focusing principally on trade marks or patents we can carry out due diligence which is an investigation into the status of the business. It is also this technique which will help to identify what needs to be protected. It is a process that identifies ownership, assesses strengths of rights and can identify potential infringements.”

Ed Bourgoing: “Well we are a firm that is really dedicated to not many clients we handle issues with extreme care and trying to give our clients a smile after they have reach and trust any case we keep in mind our client wishes and costs and we do not sacrifice in any manner to make their wishes come true as they instruct in any case.”

Salih El Amin: “IP law in this part of the world would continue evolving. In U.A.E. especially we expect change in the present IP laws and procedure with objective to enhance the role of the government authorities in protecting IP rights and minimizing unlawful interferences.”

WHAT ARE YOUR PREDICTIONS FOR IP LAW IN YOUR JURISDICTION OVER THE COMING 12 MONTHS? Sandra Bauwens: “I wish I could have said a major breakthrough for the unified EU patent, maybe you should ask me the same question in two years’ time.”

Terence Hussein: “The IP law has been growing at a very rapid pace in our jurisdiction, and I foresee further and more powerful growth. I believe our jurisdiction is an important jurisdiction to seek protection because of its spending power, and also the possibility of counterfeiters exploiting reputable intellectual property.”

Catherine Wolfe: “Traditionally, in a recession, fewer applications are filed to register new Trade Marks, fewer registrations are renewed, and more warning letters are sent, as parties become more protective of their principal assets and as pressed companies tend to look for shortcuts. This is likely to happen over the next 12 months in the UK given the bleak economic outlook forecast for 2012. However, the marks which are filed in such economic conditions are often much more exciting and creative.”

Ed Bourgoing: I believe that as every year our IP will grow and will be very active we will try to get Mexico in the Madrid Protocol and maybe we can finally get that system running in our Mexican system.

Company: Salih El Amin Intellectual Property Name: Salih El Amin Email: iplaw@salihelamin.com Web: http://salihelamin.com Address: Suite 202, Garhoud Flower Building Garhoud Dubai, U.A.E. Telephone: (971) 4 2868869

Company: ARNOLD + SIEDSMA Name: Sandra Bauwens Email: sbauwens@arnold-siedsma.com Web: www.arnold-siedsma.be Address: Meir 24, 2000 Antwerp Telephone: 0032 3 213 59 63

Salih El Amin, Managing Director of Salih El Amin Intellectual Property, he provides legal consultation on all IP aspects prevailing in the Middle East region, with patents, trademarks, designs and copyrights in the GCC and other countries.

“I am basically a lawyer with English law legal back ground. I have been in the legal position for the last 30 years of which I developed more than 15 years for exclusively practicing IP law. “Our practice covers all areas of IP law, including prosecution, maintenance and enforcements of patent, trademarks, designs and copyrights. We also provide legal advice on all such matters.

Company: Hussein Ranchhod & Co. Name: Terence Hussein Email: husseinranchhod@zol.co.zw Web: www.huranco.com Address: 119 Josiah Chinamano Avenue, Harare, Zimbabwe Telephone: +263-4 701735/6/7/8

“Unlike many other IP practitioners in our region, we are basically lawyers who endour to put the utmost legal knowledge in attending to client requirements.

IP law in this part of the world would continue evolving. In U.A.E. especially we expect change in the present IP laws and procedure with objective to enhance the role of the government authorities in protecting IP rights and minimizing unlawful interferences.

Company: Intellectual Property Guardians Mexico Name: Ed Bourgoing Email: ebourgoing@ipguardians.com Web: www.ipguardians.com Address: Epsilon 181 Romero de Terreros 04310 Mexico D.F. Telephone: 56584724 55544149

Company: Siwatibau & Sloan Lawyers Name: Atu Siwatibau Email: atu@sas.com.fj Web: www.sas.com.fj Address: 8 Holland StreetGPO Box 2025, Government Buildings, Suva, Fiji Islands.

Telephone: +679 3319 167

Company: Boult Wade Tennant Name: Catherine Wolfe Email: boult@boult.com Web: www.boult.com Address: Verulam Gardens, 70 Grays Inn Road, London, WC1X 8BT, UK Telephone: 020 7430 7500

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January 2012 /

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SECTOR SPOTLIGHT:

Instructing Specialist Counsel

INSTRUCTING SPECIALIST COUNSEL — The Public Access Scheme Direct or Public access has been established for a number of years and available in various forms since it’s introduction under the BarDirect scheme in 1999 and renamed Licensed Access in 2004. It is currently having a dramatic impact, creating opportunities for chambers’ to forge new initiatives and collaborate with other professional groups, businesses and individuals.

Indeed it appears for many as a “growing area” So why the growing demand ? Well it may be considered that public knowledge of such schemes has been very limited, where barristers have often been regarded and have portrayed themselves as the referral profession, similar to that of a GP who refers patients to a specialist consultant, barristers would typically have work referred from solicitors. Whilst it is important to acknowledge that solicitors do and will always offer different strengths and skills to that of barrister’s, there are a whole range of businesses that could benefit from instructing specialist counsel directly and chambers are now placing themselves at the forefront and making themselves available. The scheme allows clients to come to the barrister first and receive specialist advice from the outset at an early stage. Not every case will be suitable for Direct Access. In some cases, funding restrictions may make it necessary to instruct a Solicitor, but experience tells us that many cases can be resolved more quickly and cost-effectively without having to employ an additional legal team. Reducing costs in the present difficult climate is also a key driver.

Chambers have lower overhead and by reducing legal costs whilst providing top quality advice coupled with a first class service positively adds value to the whole experience. Furthermore, many chambers are securing repeat work from those instructing them as they seek value for money and ensures they have greater control of their cases and subsequently the costs. Presently barristers need to have been qualified for a minimum of three years and have completed a recognised training course, however, there is currently a consultation process seeking views as to it’s wider application which will inevitably provide greater opportunity for those geared to providing direct services. Author - Johnathan Maskew - Lincol House Chambers.

Acquisition International speaks to the experts.

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/ January 2012

Ludwik Allerhand is sole practitioner at the Chambers of Mr Ludwik Allerhand Micaila Williams is a fully qualified self-employed Barrister who practises from East Anglian Chambers.

They have 4 bases across East Anglia (Chelmsford, Colchester, Ipswich and Norwich).

Miss Bansi Soni is a Barrister specialising in family law from Garden Court Chambers.

Meyrick Williams Meyrick Williams is a fully qualified and self-employed Barrister who practices from Argent Chambers, London. He began professional practice over 20 years ago. He is also qualified in other jurisdictions.

Jonathan Maskew is Chambers Director with Lincoln House Chambers, Manchester and developer/ presenter of the “Managing Public Access” course, College of Law. WHAT IS YOUR MAJOR PRACTICE AREA? Ludwik Allerhand: “A specialist practice within three intermeshing areas of law.” (i) “International trade in commodities.

Typically English law rules regarding FOB, CFR and CIF form contracts and International Chamber of Commerce ‘Incoterms’ rules. I also do work on updating clients’ own standard form contract to take into account changes in law affecting the international trade in commodities.” (ii) “Law and Regulation of Derivatives. A feature of the international trade in commodities is that pricing is by reference to the price of a benchmark investment contract quoted on a recognised stock exchange; e.g. the benchmark for pricing raw sugar in international trade is the ICE Sugar Futures No 11 contract. Such benchmark contracts are an investment product and in the UK investment products are regulated under the Financial Services and Markets Act 2000 regime.

I advise on how that regime affects international commodities trade contracts governed by English law and how commodities traders can utilise the exceptions to that regime so as to transact business in investment products without having to be regulated under the Financial Services and Markets Act 2000 regime.” (iii) “OTC Transactions in Investment Products.

Commodities traders use derivatives to manage risk;

and because a typical commodities contract is long term that risk is principally price risk. That risk is managed by transactions in derivatives done by way of ‘Over the Counter’ (“OTC”) party to party transactions instead of through a regulated market. I advise on the legal and regulatory regime applicable to such OTC transactions where they are governed by English law. The EU’s Markets in Financial Instruments II Directive (“MiFID II”) and European Market Infrastructure Regulation (“EMIR”) will together radically affect the OTC transactions related to the international trade in international commodities and I advise on the likely effect that MiFID II and EMIR will have on that business.”

Micaila Williams: “I specialise in all forms of Criminal Law including serious violence, Robbery, Fraud and Sexual Offences including Rape. I also have a specialist knowledge of all Road Traffic Offences and currently hold the title of Litigation Consultant for a National motoring law firm.”

Miss Bansi Soni: “I practice from Garden Court Chambers in London, one of the country’s leading multi-disciplinary chambers and specialise within the field of Family Law and deal with both domestic and international Child Law. I deal with private law cases that fall under the Children Act 1989. There are many and varied applications to be made in this area of child law and I am instructed in residence and contact disputes and advise on surrounding issues such as paternity, the whereabouts of a child, schooling issues, changes of surname, contact between the child and extended family members etc. Many of these cases prove to be particularly difficult and intractable, for instance when the parent with care is absolutely opposed to contact to the absent parent.

The number of children who have significant links with more than one jurisdiction increases constantly as parents move country for business reasons and meet in the course of international travel. I advise on issues of international child abduction and in the complex field of leave to remove from the jurisdiction, representing a parent who wishes to relocate with their child to a different country and also the parent wanting the child to stay in the UK.” Meyrick Williams: “I am a self-employed practising member of the Bar of England & Wales. I am a member of a set of Barristers Chambers (Argent Chambers) based in central London. My major practice area is crime: fraud, financial and the proceeds of crime and conspiracies. However it is best to describe these areas as contentious and my practice centres around contentious matters, either in court or before another tribunal or with respect to advisory work connected or in anticipation of such proceedings. My overall experience to date has covered shipping, cartels and bankruptcy and in the criminal field the Serious Fraud Office, Serious and Organised Crime Agency and Customs and Excise. A lot of my advisory work/ appellate work relates to financial criminal matters.

Those criminal matters may run side by side with civil proceedings. It may also have an international element. It is not transactional.”

WHAT IS THE DIFFERENCE BETWEEN BARRISTERS AND SOLICITORS? Miss Bansi Soni: “Barristers give expert advice, draft documents and act as advocates (represent you at hearings). Most barristers are specialists in one or more areas of law, such as personal injury or employment law. Some solicitors will provide some of these services too. Solicitors generally take responsibility for handling a client’s affairs, clients’ money and for the general management of a client’s

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SECTOR SPOTLIGHT:

Instructing Specialist Counsel legal case (the conduct of litigation). Barristers tend to charge a fixed fee for a piece of work or for a hearing.

Solicitors tend to charge by the hour, including travel time and waiting. Solicitors normally refer your case on to a barrister, in which case you pay both the solicitor and the barrister.”

CAN YOU PLEASE HIGHLIGHT YOUR EXPERIENCE HANDLING ROAD TRAFFIC OFFENCES? Micaila Williams: “A significant number of my public access clients come to me with Road Traffic Offences because their driving license is so important to them and because they are usually precluded from obtaining Legal Aid. As such I have been able to build upon the detailed knowledge secured over the last 7 years. My role as a Litigation Consultant at a National Motoring Law firm has also compounded this expertise. Not only do I understand the criteria for each offence and sentencing policies, but I also understand the competing interests of the clients charged with these offences.

I have a high success rate when it comes to arguing Exceptional Hardship and Special Reasons cases which in effect allow the client to keep hold of their license in circumstances where they would ordinarily lose it. I also have in-depth working knowledge of the Lasercam LTI 20.20 speed detection device, having been involved in a high profile case which involved experts from all over the world testing the reliability of the device. My work as a Litigation Consultant has allowed me to further my knowledge in drink driving cases where, if convicted or a guilty plea is entered, a driving ban is mandatory. As such I now have specialist knowledge of the technical defences advanced and the best routes to obtain the desired outcome.”

WHEN DID YOU FIRST BEGIN TO TAKE ON PUBLIC ACCESS CASES? Ludwik Allerhand: “In 2010 when I set up as a sole practitioner.”

Micaila Williams: “I completed the course in January 2011 and began work immediately thereafter.”

Miss Bansi Soni: “Prior to March 2010 members of the public could only use the services of a barrister if they had a solicitor acting for them and that solicitor arranged for a barrister to represent them at court or draft written documents or provide written or verbal advice. Access Scheme came into force in March 2010 and since then members of the public can choose to go to a barrister direct. Members of the public no longer need to use a solicitor or any other recognised third party to obtain the services of a barrister. Not every barrister can take on Public Access work. I have been registered with the Bar Council since April 2010 to provide Public Access. There are few specialist family law barrister’s registered to provide Public Access and even fewer who actively practice in this area.”

Meyrick Williams: “I first began “public access” work under the Bar’s scheme in 2010. I had practiced as a solicitor before being offered partnership in a Legal 500 firm practising in fraud and commercial matters but transferred to the Bar instead to concentrate on contentious matters and advocacy before the courts.”

IS ANY BARRISTER ABLE TO TAKE ON PUBLIC ACCESS WORK? WHAT TRAINING/ EXPERIENCE IS NECESSARY? Ludwik Allerhand: “No. To be successful under public access barristers need to have better client and case management skills than is currently generally the case; before becoming a barrister I was a solicitor and

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so am able to make the comparison. Moreover, under public access certain regimes, such as anti-money laundering, management systems and procedures have to be in place. In a set of chambers not exclusively doing public access work, implementing such systems and procedures is not practicable.”

Micaila Williams: “You need to have been practising for at least 3 years and then you must attend a specifically designed course before you are able to undertake this specialised form of legal service.”

Meyrick Williams: “Any Barrister may take on public access work in theory so long as they have been in practice for at least 3 years after pupillage (i.e. around 4+ years in total). Compulsory training before a Barrister may take on such work is also required and these courses are run by various service providers including the College of Law. Although gaining such a qualification is not particularly onerous it may not suit all members of the Bar. Some members of the Bar are quite happy to keep their public/lay clients at a distance or they feel no need to “diversify” within their practice. Public access can be quite burdensome eg increased client contact. It also requires some obvious record keeping. Perhaps, most of all, it does require something of a change of mindset in a profession which is essentially referral based to working direct with the initial source of its instructions. However direct contact is often the case in practice and a member of the Bar who engages in public access should be perhaps be seen as moving one or more steps closer to the source of his instructions and not that he is embarking on an entirely new career or practice. My background as a former solicitor has given me something of an advantage in public access as I am well used to dealing direct with clients from the very outset and their concerns and how to address them. When dealing with fees and initial letters of instruction this is run through an aspect of Chambers (“Argent Direct”) which we use when taking on Direct Access matters in Chambers.”

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? Ludwik Allerhand: “The principal one is that barristers under public access charge lower fees than do solicitors. In my practice my fees are a fraction of what a solicitor doing similar work in one of the London law firms will charge. The other principal feature is that the public access client has direct access to the expertise required rather than having to go through an ‘intermediary’.”

Micaila Williams: “There are many advantages to using a Public Access Barrister. One of these is in relation to cost. First and foremost, you can make significant savings in instructing us directly without the need for a Solicitor. It is almost a case of cutting out the middle man because instead of paying a Solicitor to do some of the administrative work, the client undertakes to complete this themselves, saving them money in the process.

The client is also protected from what sometimes is seen as double accounting when both the Solicitor and the Barrister do the same or similar work to prepare your case. Another benefit when looking at the issue of fees is that although we have to be paid up front for the work we do, it is at an agreed fixed fee rate so you will know your financial obligations before you commit to using us so you are better able to budget and weigh up the cost of obtaining legal representation.”

Miss Bansi Soni: “You only pay one legal advisor rather than two, and since you are paying the one with

lower overheads this will usually be more economical than retaining a solicitor alone and certainly cost less

Company: Chambers of Ludwik Allerhand Name: Ludwik Allerhand Email: ludwikallerhand@btinternet.com Web: Address: Telephone: 020 8291 4356

Company: East Anglian Chambers Name: Micaila Williams Email: info@micailawilliams.co.uk Web: www.micailawilliams.co.uk Address: 140 New London Road, Chelmsford, Essex, CM2 0AW Telephone: 01473 214481

Company: Garden Court Chambers Name: Bansi Soni Email: bansis@gclaw.co.uk Web: www.gardencourtchambers.co.uk Address: 57-60 Lincoln’s Inn Fields, London WC2A 3LJ Telephone: 07939 037 084 Case Study: Bansi Soni, Garden Court Chambers Bansi Soni is a family law barrister practicing from Garden Court Chambers, recognized in The Legal 500 and Chambers and Partners as one of the UK’s top ranked chambers. As one of only a few family law barristers offering Public Access services, she specialises in both domestic and international childcare law and can provide advice, advocacy and drafting in all areas of childcare law including but not limited to; • Residence and contact disputes • International relocation of the child • Issues such as paternity • The whereabouts of a child • Schooling matters • Changes of surname • International child abduction •Injunctions / domestic violence Bansi is more than happy to discuss a case and any possible ways forward either by phone or during a conference at her chambers in London.

January 2012 /

41

SECTOR SPOTLIGHT:

Instructing Specialist Counsel than instructing both. Instructing a barrister directly means that you get access to specialist legal advisors and advocates from the outset, not just when the matter reaches court. A solicitor works on an hourly basis but I normally work on a fixed fee basis so that you know the cost of the work from the outset.

I do a significant amount of Public Access work and there is a lot of demand for it. The only problem is that many individuals who have legal problems are not aware of the scheme and its benefits. It’s a matter of education and making people aware of their options, so they can make an informed decision. Public Access is not always suitable, for example if the individual is eligible for legal aid. It is most suitable for reasonably straightforward cases and what I normally do is meet the client for an initial conference. This gives the client a chance to meet me, ask some initial questions and some idea about costs. It is often the case that the individual with the family law issue is dealing with the case themselves and they just want a guiding hand or an opinion on their prospects of success, or someone just to help them with issuing an application in the first place.

What is advantageous about the Public Access scheme is that the client has the advantage of a barrister’s advise from the outset and many times that makes all the difference.”

Meyrick Williams: “Costs savings and being in direct access/contact to the individual who will probably guide you or is in the best position to advise upon your case seem to me to be the best features of the scheme.

I would agree it gives the client 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.”

WHAT TYPE OF CASE IS SUITABLE FOR THE PUBLIC ACCESS SCHEME? Ludwik Allerhand: “Where the client does not require the client and case management skills and experience that a solicitor has. In my area of practice I deal with highly skilled and experienced managers in the area of business where I am asked to advise. These managers understand the various problems on which I am asked to advise and are experienced enough to understand the implications of my advice and, perhaps more importantly, know how to implement the advice received.”

Micaila Williams: “The current position is that anyone is entitled to use the public access scheme UNLESS they are entitled to Legal Aid. This is currently under review as our view is that everyone should have a choice to use this scheme if they wish to. With the current cut-backs in Legal Aid, less and less people are entitled to it and as such the restrictions are constantly reducing. This scheme is perfect for those charged with minor motoring offences not covered by legal aid but which could cost significant sums if they were to instruct Solicitors privately to represent them.”

Meyrick Williams: “The following can be done: advisory work in all areas of law, drafting of legal documents, letters, contracts etc, the sending and receiving of certain correspondence, Second Opinions where solicitors have already been instructed, advice and representation before Courts and Tribunals, negotiations with other parties in the case.”

HAVE YOU NOTICED AN INCREASE IN THE NUMBER OF PEOPLE UTILISING THE PUBLIC ACCESS SCHEME TO KEEP COSTS DOWN? Ludwik Allerhand: “Not personally but I have read reports of the increase in the number of people utilising

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the scheme. The principal reason being costs.”

Micaila Williams: “Yes, given the Legal Aid cut-backs and the current financial climate, people are being more and more careful with their money so are willing to look into other options.”

Meyrick Williams: “I am not sure if I am fully qualified to answer this question. Certainly my experience is yes. But it has also been down to a strong desire or need to speak direct with the person with the relevant expertise without an intervening agency not least where one of the issues has been the adequacy or not of past advice.

It also seems to me to be rather natural for a client to wish to have early and direct contact with the person who may, in effect, end up running their case or simply be the person who actually provides the advice etc. But where the client is himself capable of running the matter (eg in-house legal team) the likelihood of costs-savings may well be the greatest impetus.”

DO CLIENTS THAT ARE NOT FROM A LEGAL BACKGROUND STRUGGLE TO RUN THEIR CASE? DOES IT TAKE A CERTAIN TYPE OF INDIVIDUAL TO HANDLE THEIR OWN CASE? Ludwik Allerhand: “It depends on the case and the client. As mentioned above, in my area of practice I deal with some very able and experienced people in the area of business on which my practice is based.

But generally, the more experienced, educated and sophisticated the client the better able they will be to manage their own case.”

Micaila Williams: “It does depend entirely on the case but even the most simple legal cases can be daunting to the uninitiated. The procedure, the legal-ease language and sometimes the pressure of defending yourself can make even the most intelligent and confident people feel uncomfortable.”

“If you can afford to have representation it is worth it as you will have someone else to fight your corner; to give you independent, realistic advice based on years of experience and specialist knowledge. With public access you go straight to the experts and this can be a great comfort.”

Meyrick Williams: “Again I am not sure if I am fully qualified to answer this question. I do not deal with the everyday. My experience of clients to date, for which I am grateful, is they are educated, able, professional and want to get on and have been keen to progress and provide all assistance. In any event you would expect Counsel to provide guidance and advice on what should be done and when. It does not seem to me to be simply a case of the lay client stepping into the shoes of the solicitor. That is something he or she could hardly be expected to do.

Counsel may need to adjust his or her sights and try and explain things more fully and with a greater emphasis on a written record of advice given and when. But Counsel would not wish to become swamped in dealing with his client’s issues rather than the case at hand. In such cases it may be best to recommend a solicitor becomes involved. Again direct access does seem well 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.”

WHY SHOULD OUR READERS APPROACH YOU RATHER THAN A DIFFERENT BARRISTER WITH THE SAME PRACTIVE AREA – HOW DO YOU STAND APART FROM YOUR COMPETITION? Ludwik Allerhand: “As far as I am aware I am the only barrister with the specialist practice that I have. I consider my competitors to be some of the

London firms of solicitors who have a practice in the international trade in commodities rather than other barristers.”

Micaila Williams: “If you are looking for someone who is professional but approachable, personable but experienced then I might just be the Barrister for you.

I am known for my ability to relate to my clients and my tribunal with ease and to ensure the best possible representation. I am down to earth and as such provide realistic competitive quotes, understanding the needs and financial commitments of my clients.”

Meyrick Williams: “Because of my background, qualification as a solicitor in 1991, I have been dealing with direct access from clients for some time and well before the Bar began this scheme. My Chambers can also run aspects of direct access such as initial instruction and fees (through the above “Argent Direct”) which can smooth things over or reduce conflicts or issues there. The above two points should not be underestimated when dealing direct with clients. As to my practice area having a history of dealing with complicated matters and advisory and appellate work, and a career that has covered shipping pre-qualification and cartels (large conspiracies), bankruptcy, the SFO, Customs and Excise, the Serious and Organised Crime Agency I would recommend me!

But here I would emphasise my history of direct client experience from an early stage and my experience of both the roles of solicitor and barrister.”

DO YOU THINK THE SCHEME POSES A THREAT TO SOLICITORS AT ALL? Ludwik Allerhand: Solicitors are much better trained and have much more experience in attorney client relations than do barristers. Until barristers in general are better trained and more experienced in client relations then solicitors do not have much to worry about. Moreover, barristers are currently prohibited from conducting litigation, which is ideal for a public access scheme, and so long as barristers are so prohibited solicitors generally will not be ‘threatened’.”

Micaila Williams: “It provides another option to clients which creates competition.

Competition is healthy and encourages all involved in the legal system to strive to provide better services in terms of affordability and quality. In my opinion, this can only be a good thing for everyone.”

Meyrick Williams: “My personal view is no. In individual cases solicitors may lose some work. But if it is an issue of a client not proceeding due to a lack of funds that work may not otherwise exist anyway.

It would also be the case that if Counsel thought solicitors should be involved then they should be. In cases where there is advisory work needed etc then the actual need for solicitors may be minimal and it may only be the case of their losing a specific fee.

I cannot advise how many members of the Bar currently accept Direct Access work or do it regularly but both sides of the profession do have work which is effectively their own and given the disparity in numbers between them I do not think it could be realistically argued that Direct Access threatens the solicitors profession as a whole. If an in-house legal team were to instruct counsel directly that should be no reason per se not to continue to instruct solicitors in other matters (or even related matters).”

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SECTOR SPOTLIGHT:

Instructing Specialist Counsel Case Study: 39 Essex Street Chambers Martin Edwards is a specialist planning barrister practising from 39 Essex Street chambers, one of the country’s leading barristers chambers. “My main practice areas are all aspects of planning law, environmental law, compulsory purchase and judicial review.

I am licensed to undertake public access instructions. In addition I am an acknowledged writer and speaker on legal topics in these areas and I have written a monthly column on planning for the Estates Gazette for over 20 years.

“Whilst I was called to the Bar in 1995, I first

qualified as a solicitor in 1981 and practised as such.

I was a partner in a city law firm prior to being called to the Bar. As a result of my years of experience as a solicitor I became a member of the Bar’s public access scheme at its inception.

Public access gives the barrister much more freedom to offer clients a more flexible and comprehensive service. However barristers have to be licensed to undertake public access work because public access requires skills that are not normally part of a traditional barrister’s training. Most types of case are suitable for public access. However there are one or two limitations.

If litigation is to be pursued then the services of a solicitor may be required to lodge court papers although I work with a number of solicitors who provide that service cost effectively.

Clients can also this for themselves, should they so wish. The other main limitation is in relation to very complex cases where a team of lawyers is required covering a number of specialist areas. In both cases, however, public access enables the client to keep a much tighter rein on costs and it also increases the opportunity for direct communication between the client and the barrister. Increasingly, clients choose direct access”.

Case Study: 39 Essex Street Chambers Christaan Zwart is a specialist barrister at 39 Essex Street chambers, a leading barristers’ chambers.

“My main specialist areas are all aspects of planning, environmental and Green tax law, infrastructure and compulsory purchase, related property law, indirect tax, and judicial review. I am licensed to undertake Public Access instructions.

My industry experience helps me to appreciate client commercial pressures and to apply the law to assist in achieving their purpose.

“Whilst I became a barrister in 1997, I had qualified as an architect in 1995 after working for 8 years on residential, office, retail and leisure

schemes (including in historic environments), and in Barcelona on the 1992 Olympic Games. As a result of my experience I became a member of the Bar’s Public Access scheme from its inception. Public Access enables the barrister to offer clients a flexible and comprehensive service from the start, and the client to contact and liase directly with their barrister from the outset. But barristers have to be licensed as this work requires both wider people skills and skills outside of a traditional barrister’s training.

“Most matters where a lawyer would be instructed are suitable for Public Access. But not all. For example, if a matter is to be litigated, then a solicitor’s services may be required to lodge court papers (drafted by

me). Whilst clients can do this themselves, I can also recommend various solicitors who provide that service cost effectively, and also recommend other professionals.

Further, complex matters can require lawyer teams covering different areas.

Importantly, Public Access – whether by an inhouse lawyer, non-lawyer, company or an officer enables the client to: maintain a tight rein on overall costs; reduce commercial risk by improving team performance through increased opportunity for direct communication; potentially avoid litigation by alternative means; and solve legal problems practically.”

Case Study: Diego Soto-Miranda Diego has a wide-ranging practice in international and domestic commercial law, as well as other areas of civil practice, including defamation, professional negligence, personal injury and chancery, litigating in both domestic courts and tribunals. He has been instructed in a wide variety of commercial disputes including insurance and cross border credit transfers (particularly in respect of breach of contract, misrepresentation and POCA 2002 confiscation), sale of goods, general common law and other duties instructed by solicitors and the Direct Public Access rules. His practice includes both advisory work and litigation and he has appeared in cases in the Commercial Court, Queen’s Bench Division and Chancery Division. In addition, he has appeared before both the Immigration Appeals Tribunal and Employment Tribunals. His litigation experience extends beyond domestic cases and he is accustomed to working with foreign lawyers, particularly Latin American attorneys and legal attachés of the Latin American Embassies in London. He is instructed both, directly and also in conjunction with the legal attachés.

QUALIFICATIONS • LL.B (Hons) 1999, London School of Economics and Political Science • Pg. Dip. Law (BVC) 2001, Inns of Court School of Law • Rep. in Mediation 2002, CEDR • LL.M (International Business Law) 2008, London School of Economics and Political Science MEMBERSHIPS: • Administrative Law Bar Association (ALBA) • Public Access Bar Association (PABA) • Chartered Institute of Arbitrators • General Council of the Bar, Equality & Diversity Committee • General Council of the Bar, Disability Sub Committee • RCJG DDA Compliance Group AREAS OF PRACTICE: • Commercial Law • Cross Border Credit Transfer • POCA 2002 Confiscation • Conflict of Laws • Sale of Goods

• International Trade & Business Law • Carriage of Goods & Shipping • Insurance & Reinsurance • Defamation • Professional Negligence • Sports Law • Personal Injury • Administrative & Public Law • Employment Law • Immigration Law • Human Rights Law TEACHING & LECTURING Pathways to Law Tutor 2008 to present, London School of Economics and Political Science.

Child Studies MA (occasional lecturing) 1999 to present, King’s College London.

PUBLICATIONS Diego’s Story (Vermilion, Random House) 1997, ISBN 0-09-178554-5.

Various articles on the English Legal System for various Colombian publications including CROMOS.

Company: Argent Chambers Name: Meyrick Williams Email: meyrick.williams@argentchambers.co.uk Web: www.argentchambers.co.uk Address: 5 Bell Yard, London WC2A 2JR Telephone: 0207 556 5500

Company: 39 Essex Street Chambers Name: Martin Edwards / Christiaan Zwart Email: martin.edwards@39essex.com / christiaan.zwart@39essex.com Web: www.39essex.com Address: 39 Essex Street, London, WC2R 3AT Telephone: 0207 832 1111

ACQUISITION INTERNATIONAL

Company: 1 Essex Court Chambers Name: Diego F. Soto-Miranda Email: dsotomiranda@1ec.co.uk Web: www.1ec.co.uk/diego_soto_miranda.html Address: First Floor, Temple, London, EC4Y 9AR Telephone: 020 7936 3030

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SECTOR SPOTLIGHT:

Instructing Specialist Counsel Case Study: Following on from the introduction Jonathan Maskew, elaborates:

“This means that you can come directly to someone with huge experience of advice and litigation at the sharp end.

“There have been some fundamental changes affecting the legal profession in recent years, including the ability to access barristers directly: a new way in which you and your business can obtain legal advice and services. Until recently, it was generally the case that a barrister could only be instructed via a solicitor. With the ability to come directly to a barrister, choice is greater and, because we carry much lower overheads than solicitors, the cost is very competitive.

“Lincoln House Chambers has an established and well recognised reputation in direct access instructions. Our experience is invaluable when it comes to advising business about important issues such as the duties of directors, corporate governance, compliance and regulatory issues.

“You can now pick up the phone or email chambers and the barristers’ practice manager who will guide you as to who might be best suited to assist you with your problem, arrange an appointment to see a barrister or a QC and provide clear information as to charging rates.

Case Study: For almost 60 years barristers from the Chambers of Orlando Pownall QC at 2 Hare Court have provided individual and corporate clients with advice and representation in cases involving: serious, organised and corporate crime; fraud and financial crime and related investigations; financial services regulation; health and safety; professional discipline; licensing; environmental crime; and other forms of business regulation.

In addition to working on the instructions of a client’s solicitors, since 2004 we have also provided our services through the Bar’s public access scheme, which allows barristers who have passed a Bar Council-approved training course to take instructions directly from members of the public, or from directors and officers of companies.

We have always been able to take instructions directly from in-house legal teams. Not every barrister in England and Wales has undertaken this training, but all those at 2 Hare Court are so qualified.

Some of the key benefits of instructing a barrister directly:

Company: Lincoln House Chambers Name: Jonanthan Maskew Email: jmaskew@lincolnhousechambers.com Web: www.lincolnhousechamber.com Address: Lincoln House, 1 Brazennose Street, Manchester, M2 5EL Telephone: 0161 832 5701

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“One of our leading barrister’s Alistair Webster QC, specialises in financial regulation, fraud and asset restraint, and will typically be instructed in cases involving significant amounts of money and complex issues.

early advice from a very experienced specialist can prove invaluable and will be highly cost effective.

Lincoln House Chambers is positively involved in promoting ways in which businesses are able to overcome traditional barriers and accessing specialist legal services directly.

Such cases are ideal for Direct Access and include; Companies Act investigations; suspected fraud or bribery within an organization – including their investigation; remedies for the victims of fraud; FSA and SFO investigations. In all of these situations,

For further information then please visit our website at www.lincolnhousechamber.com or see our Business Card below.

• Direct contact with the client’s specialist of choice; • Dealing with a barrister directly avoids duplication of work and cost; • With lower overheads than solicitors, clients can benefit from lower hourly rates and obtain greater value for money.

When instructing a barrister without first going through a solicitor, it should be remembered that clients will need to take on various tasks themselves.

For clients requiring advice in one of our specialist areas, or a point of law of a sort which solicitors are likely to refer to specialised counsel in any event, instructing a barrister directly can be an extremely cost-effective solution. Many cases are suitable for the public access scheme, although there are some restrictions which have been laid down by the various regulators of the legal profession.

We are always happy to discuss the details of a case without charge, and advise on whether it is suitable or not.

More details can be found on the Direct Access pages of our website: www.2harecourt.com

Company: 5 KBW Name: Ian Glen Email: glenqc@aol.com Web: www.5kbw.co.uk Address: 5 King’s Bench Walk Temple, London, EC4Y 7DN Telephone: +44 (0) 20 7353 5638

However, in our experience corporate clients and business professionals are usually very well placed to contribute to the management of their cases, as they are the people most familiar with any issues in dispute. In a straitened economic climate, an increasing number of corporate clients are finding that, by instructing a barrister directly, they can receive the highest quality of advice and representation, at an extremely competitive price which offers significant value for money.

At 2 Hare Court all our members and administrative staff are trained in public access work, so we are very well placed to offer clients a shortlist of barristers, at all levels of seniority, with appropriate experience. We can also compile teams of public access barristers if necessary.

Very few other sets can offer this level of client choice on a public access basis. We don’t feel the scheme threatens solicitors. We continue to work closely with our solicitor colleagues on many cases, but the scheme offers clients an alternative choice.

Company: 2 Hare Court Name: Maurice MacSweeney Email: mauricem@2harecourt.com Web: www.2harecourt.com Address: 2 Hare Court, Temple, LONDON, Ec4Y 7BH Telephone: 020 7353 5324

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.

We differentiate ourselves with teamwork, time and cost effectiveness and provision of tailored services based on the clients’ needs.

Elena Bakmaz / GUR Law Firm

Business is about people working together and today, more than ever before, business is about the people.

Christian Rocca / ISOLAS Law Firm

Our ‘outside in-house counsel’ platform allows us to speak the same language and work as team members of our client’s management on a daily basis.

Mr Phung Anh Tuan / VCI Legal

We are meeting with our clients to review their plans and listen to their comments.

Their opinion is what matters and not what we think about ourselves.

Carlos E Alfaro / Alfaro Law Firm

AWARDS:

Gibraltarian Law Firm of the Year

GIBRALTARIAN LAW FIRM — of the Year

Christian Rocca is partner at ISOLAS, a Gibraltanbased law firm. Recently, ISOLAS were chosen as Gibraltan Law Firm of the Year and Christian talks to Acquisition International about how it felt to receive such a prestigious accolade.

WHAT AREAS OF LAW DO YOU SPECIALISE IN AT ISOLAS? “My practice is a multifaceted one which spans fraud and criminal litigation in addition to a very busy Banking and Financial Services practice.”

HOW DID IT FEEL WHEN ISOLAS WON THE GIBRALTARIAN BANKING AND FINANCE LAW FIRM OF THE YEAR? “Winning this award is a proud moment for the firm and myself personally. Any recognition of the hard work put in by our team and our investment in the development of these areas of the firm’s business validate our efforts in that regard. All recognition that helps to bolster the firm, as well as the jurisdiction’s reputation on the international scene, is good news indeed.”

THE AWARD IS RECOGNITION OF YOU AND YOUR TEAM’S SUCCESSES IN THE TRANSACTIONAL MARKET IN WHAT HAVE BEEN VERY DIFFICULT ECONOMIC CONDITIONS. HOW HAVE YOU HAD TO ADAPT IN TERMS OF DEAL GENERATION AND PROJECT MANAGEMENT? “We’ve been proactive in focusing on cost issues with our best clients. We have approached banking partners and clients alike and initiated and driven the discussion in relation to the diminution and eradication, where possible, of traditional cost centres, to maximise the efficiency and value of the service we provide whilst maintaining the high standards our clients are accustomed to.”

A HAPPY TEAM IS A PRODUCTIVE TEAM. HOW MUCH EMPHASIS DO YOU PLACE ON TEAM CULTURE AND WHAT ELEMENTS OF THAT WOULD YOU POINT TO IN HELPING YOU ACHIEVE THIS AWARD? “ISOLAS places a lot of focus on team culture as a key element of productivity. I don’t think it is a coincidence that our team has, organically and over the last few years, become more and more active in physical, ‘extra-curricular’ activity. We have marathon runners and triathletes in our team and it seems that that a focus on health, wellbeing and physical exercise correlates with an improvement in the team’s productivity and success over the last few years.”

ACQUISITION INTERNATIONAL

CLOSING DEALS IS OBVIOUSLY THE CULMINATION OF MONTHS OF HARD WORK, WHAT STRATEGIES HAVE YOU DEVELOPED PERSONALLY TO DEAL WITH THE RECOGNISED STRESSES OF TRANSACTION MANAGEMENT? “It’s crucial, in my view, to deal with this stress in an active fashion. Taking the initiative and making sure that every opportunity to take the lead on any aspect of the transaction is exploited is, in my view and in my experience, a useful strategy. Beating the drum is far less stressful than trying to march to the sound of it!”

NO ONE CAN REST ON THEIR LAURELS IN THIS MARKET PLACE. WHAT ARE YOU AND YOUR TEAM DOING TO MAKE SURE YOU WIN THE AWARD NEXT YEAR? “We are working very closely with our clients and partners to identify areas of the service we provide which can be tweaked to deliver new efficiencies or improvements. We keep our eye on the nature of the work involved in each project and, whilst we pride ourselves on being partner focused in terms of leading transactions, where tasks can be carried out by experienced and talented associates, at great savings to the client, we pass it on to the team.”

HOW DO YOU DIFFERENTIATE YOURSELF? WHAT IS THE ONE THING YOU’D LEAVE IN SOMEONE’S MIND IF YOU WERE PITCHING FOR NEW BUSINESS? “Our size and the organic growth we have experienced in the last few years fuels our ability to respond to new challenges. We are as able to throw resources at a transaction as the need arises as we are able to respond to client concerns on costs without jeopardising the quality. Our closest clients know this, and our size permits us the flexibility business leaders today expect from the legal service provider.”

HOW DO YOU SEE THE LEGAL MARKET CHANGING AND HOW WILL IT AFFECT YOU? “The legal market has suffered a complete transformation in the last few years that much is clear. I think the legal market is continuing to adapt to and accept the new economic reality in which it exists and, importantly, law firms involved in banking and transactional work have, almost by default, become far more efficient than they ever were. A combination of the onslaught of new technologies designed to improve efficiency, allied to the financial pressures the recent crises have brought to bear, have ensured that this streamlining process happened sooner rather than later.”

HOW DO YOU SEE YOUR BUSINESS IN 3 YEARS’ TIME? HOW WILL IT HAVE CHANGED SHAPE? WILL YOU (THE FIRM) BE RECRUITING? “Despite the global trends and concerns, I think the future looks good for the team. Gibraltar has always been part of larger multi-national transactions for its ability to provide cost-effective, onshore and EU-regulated solutions which are endorsed by the OECD. Tax efficient with a solid reputation built on fifteen years of hard work and dedication by the local industry. Gibraltar’s new tax regime, the 10% flat rate of corporate tax, is already attracting growing levels of interest and activity from businesses looking to establish a European home for its business and, given our location and legal status, I am sure we will be kept very busy. There is also no doubt in my mind that Gibraltar will continue, for many reasons, to feature in international commercial and banking planning. As part of our continuing organic growth, I am confident that we will continue needing highcalibre individuals to join our team in the coming years.”

IF YOU COULD OFFER ONE PIECE OF ADVICE TO THE OTHER NOMINEES FOR YOUR AWARD, WHAT WOULD THAT BE? WHAT DO YOU THINK MADE YOU AND YOUR TEAM LEAD THE PACK? “The personal touch. Business is about people working together and today, more than ever before, business is about the people. The personal touch is a fundamental part of our success, our relationships with our clients our most valued commodity. That focus is what keeps us at the leading edge.”

GIBRALTARIAN LAW FIRM OF THE YEAR 2011 “Our size and the organic growth we have experienced in the last few years fuels our ability to respond to new challenges.”

Company: ISOLAS Law Firm Name: Christian Rocca Email: christian.rocca@isolas.gi Web: www.gibraltarlawyers.com Address: PO Box 204, Portland House, Glacis Road, Gibraltar Telephone: +350 2000 1892

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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.

AWARDS:

Sailing The High Seas - Turkish Shipping

SAILING THE HIGH SEAS — Turkish Shipping

Selin Koparal is partner of Gur Law Firm and manages the Shipping & Maritime Law Department. Recently, the firm was voted Turkish Shipping Maritime Law Firm of the Year by our readers, and Ms. Koparal tells us more about her secrets to success.

Gur Law Firm, specialises in all areas of law, including Corporate, Banking & Finance, Litigation & Dispute Resolution, Shipping, Debt Recovery and Intellectual Property.

The Shipping & Maritime Law Department provides all types of legal services related to the contentious and non-contentious, wet or dry, hull or cargo and other shipping issues; casualty situations arising out of major shipping, offshore and land-based incidents, salvage, towage and wreck removal cases for shipowners, salvors, cargo, P&I Clubs, underwriters and other interests, disputes and issues arising from the international sale of goods, including softs, oils and metals; personal injury and regulatory work for the shipping, transport, port and offshore industries; full range of marine insurance and reinsurance, coverage disputes; marine arbitration and litigation.

Gur Law was recently voted Turkish Shipping Maritime Law Firm of the Year, as voted by Acquisition International.

collision matters, one group of lawyers should attend on board of the vessel for examination of the details of incident, collection of the required documents, and the other group of lawyers should prepare the necessary submissions to the court and related authorities.”

Gur Law Firm has extensive experience and expertise which allows the firm to be recognised among local and international clients. “Our young and dynamic legal team immediately attends to matters and regularly updates the clients on any developments,” Koparal explains. “Our Shipping & Maritime Law Department does the best it possibly can to provide the client with the optimal solution on cost effective basis.”

The global market has been in a precarious situation of late and, although Gur Law has felt the impact, it has survived and become stronger as a result, as Koparal explains.

“Of course, we cannot deny that we have felt the impact of the global market changes and taken some risks. We have seen negative changes and a decrease in figures of investment and trading areas.

However, taking into consideration our close relationships with members of shipping & maritime sector players, combined with our indepth experience and knowledge of sectorial and commercial nuances, we believe that we are in a good position in the market currently and we hope to maintain and improve our position in the future.”

It is clear that Gur Law Firm stands out from the rest, and Koparal explains that, as well as teamwork, building strong client relationships are also key to success.

We differentiate ourselves with teamwork, time and cost effectiveness and provision of tailored services based on the clients’ needs,” she says. “We believe that teamwork using a strong synergy of individual contributions, diversity of skills, and also of personalities is what creates the successful performance of the department.

Koparal comments on how it felt to win such an accolade.

“We, as Shipping & Maritime Law Department of Gur Law Firm, were very glad to win the Turkish Shipping & Maritime Law Firm of 2011 Award and hope to continue our work with the same success.

“We differentiate ourselves with teamwork, time and cost effectiveness and provision of tailored services based on the clients’ needs,” she says. “We believe that teamwork using a strong synergy of individual contributions, diversity of skills, and also of personalities is what creates the successful performance of the department.

In the Shipping department there is much emphasis on team work,” Koparal continues. “Teamwork for us means dynamic process of work and collaboration towards a common goal, which is to provide qualitative and highly professional services to our clients.

One of our little secrets to long-term relationships with the clients is our care of their time and costs.

We offer our services on time and we can vary our fee system according to the mutual agreements with the clients. We offer our clients in-depth experience and a full range of the tailored legal services.

Teamwork can include assigning each team member a specific task that he is responsible for completing, which helps to develop trust within the team. Some matters require quick, effective and productive team work, for example, during the attendance to the

We understand the commercial and practical subtleties unique to marine business and provide clients with an innovative approach, insight, value and excellence in service.

ACQUISITION INTERNATIONAL

TURKISH SHIPPING LAW FIRM OF THE YEAR 2011 “One of our little secrets to long-term relationships with the clients is our care of their time and costs.”

Company: GUR Law Firm Name: Selin Koparal Email: selin@gurlaw.com Web: www.gurlaw.com Address: Sümbül Sokak No: 61, 34330 Levent, Istanbul, Turkey Telephone: +90 212 325 9020

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AWARDS:

Argentinian Full Service Law Firm of the Year

ARGENTINIAN

— Full Service Law Firm of the Year

Based in Buenos Aires, Alfaro-Abogados was recently voted Argentinean Law Firm of the Year by Acquisition International readers. Carlos E Alfaro, Managing Partner and one of the founders of the law firm, tells us the secret to success.

Alfaro-Abogados is a full service law firm, with a strong practice in mergers and acquisitions and corporate finance, areas in which it is recognised as one of the best law firm in the country. The industry sectors Alfaro specialises in include banking, oil and gas, mining, aircraft financing, automobile industry, export financing, wine and pharmaceuticals industry.

HOW DID IT FEEL TO WIN THE ARGENTINEAN FULL SERVICE LAW FIRM OF THE YEAR? “It is a rewarding experience that recognizes the work of many years building up a reputation in the local and international legal market.”

CLOSING DEALS IS OBVIOUSLY THE CULMINATION OF MONTHS OF HARD WORK, WHAT STRATEGIES HAVE YOU DEVELOPED PERSONALLY TO DEAL WITH THE RECOGNISED STRESSES OF TRANSACTION MANAGEMENT? “If you want to achieve results and accompany your clients in successfully closing a deal you cannot avoid stress. We were more than ten months working 24/7 on the largest acquisition of 2011 on behalf of Sinopec (China Petroleum Corporation). It required long hours of work mostly at night due to the time difference between China and Argentina. There is no option rather than being fully engaged. The most you can do is to provide a pleasant working environment

THE GLOBAL MARKET IS CLEARLY IN A PRECARIOUS POSITION. HOW DO YOU BEST PLACE YOUR SERVICES AND BUSINESS IN THE MARKET AT THE MOMENT? “Argentina (Latin America in general) will be marginally affected by the world crisis. Most of the economic forecasts predict a growth between 4 to 5% for this year considering a possible worst case scenario. The debt ratio to GDP is of only 15%. The banking system is solid. Unemployment is of only 6%. The conditions for capital appreciation in certain specific sectors are here. We offer the best option for expert and real-world business advice to foreign investors.”

We are meeting with our clients to review their plans and listen to their comments.

Their opinion is what matters and not what we think about ourselves. Lawyers that believe that their opinions are above the clients objectives have no place in Alfaro-Abogados.

THE AWARD IS RECOGNITION OF YOURSELF AND YOUR TEAM’S SUCCESSES IN THE TRANSACTIONAL MARKET IN WHAT HAVE BEEN VERY DIFFICULT ECONOMIC CONDITIONS, HOW HAVE YOU HAD TO ADAPT IN TERMS OF DEAL GENERATION AND PROJECT MANAGEMENT? “We adapted our fee structure to the needs of the client without jeopardizing quality which allowed us to be very competitive. We avoided overstuffing and we draw the teams from the different areas of the law firm.”

A HAPPY TEAM IS A PRODUCTIVE TEAM. HOW MUCH EMPHASIS DO YOU PLACE ON TEAM CULTURE AND WHAT ELEMENTS OF THAT WOULD YOU POINT TO IN HELPING YOU ACHIEVE THIS AWARD? “The team culture should be the law firm culture. We emphasise that there should not be pockets of teams with different cultures. We all form part of the same team: Alfaro-Abogados. Our culture is that we should provide full support to the business of the client and the achievement of their goals. We are result oriented.

To do this you have to understand the business of the client. We are business lawyers in every sense. This attitude was reflected in the response of the clients who were satisfied with the level of attention and efficiency provided.”

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in the office with short breaks or due to the advances of technology to work in groups but each lawyer from its own house when access to files was permitted.”

NO ONE CAN REST ON THEIR LAURELS IN THIS MARKET PLACE. WHAT ARE YOU AND YOUR TEAM DOING TO MAKE SURE YOU WIN THE AWARD NEXT YEAR? “We are meeting with our clients to review their plans and listen to their comments. Their opinion is what matters and not what we think about ourselves.

Lawyers that believe that their opinions are above the clients objectives have no place in Alfaro-Abogados.”

HOW DOES ALFARO LAW DIFFERENTIATE ITSELF FROM THE COMPETITION? “We always think ahead. Alfaro Abogados will always find a practical solution or path to solve the client’s problems or close a transaction.”

HOW DO YOU SEE THE LEGAL MARKET CHANGING AND HOW WILL IT AFFECT YOU? “There has been a trend of splits from major law firms and as a result there are a growing number of small law firms that are undermining the level of fees necessary to maintain a team of qualified lawyers in most of the areas of law. It may force all members of the firm to dedicate more hours.”

IF YOU COULD OFFER ONE PIECE OF ADVICE TO THE OTHER NOMINEES FOR YOUR AWARD, WHAT WOULD THAT BE? WHAT DO YOU THINK MADE YOU AND YOUR TEAM LEAD THE PACK? “We worked hard the old fashioned way and always thinking ahead on our client needs.”

ARGENTINIAN FULL SERVICE LAW FIRM OF THE YEAR 2011 “Alfaro Abogados will always find a practical solution or path to solve the client’s problems or close a transaction”

Company: Alfaro-Abogados Name: Carlos E Alfaro Email: cealfaro@alfarolaw.com Web: www.alfarolaw.com Address: Av. del Libertador 498, (C1001ABR) Buenos Aires, Argentina Telephone: (54-11) 4393-3003

ACQUISITION INTERNATIONAL

AWARDS:

Vietnamese Law Firm of the Year

FULL OF EASTERN PROMISE — Vietnamese Law Firm of the Year

Mr Phung Anh Tuan is Managing Partner of VCI Legal, which recently snapped up the Vietnamese Law Firm of the Year Award. Here, Mr Tuan talks to Acquisition International about what makes a successful team.

Though a relatively young firm, VCI Legal is staffed with a team of international (mostly US & UKtrained) local lawyers, tax advisers and financial advisers who have had many years of practice and experience, as well as possessing an in-depth understanding of the legal system and business environment in Vietnam. Not least is Mr Phung Anh Tuan, the Managing Partner.

The fact that VCI Legal has such extensive experience provides the firm with a unique insight into its clients’ concerns and enables it to provide highly effective legal services to the business community in Vietnam. This is undoubtedly why the firm has been so successful in achieving the Vietnamese Corporate Law Firm of the Year Award, as voted by readers of Acquisition International.

Mr. Phung has been practicing law in Vietnam since 1993 and has a substantial amount of experience having gained two degrees in Economic Law, plus a Master of Laws Degree from the Northwestern University - School of Law, Chicago, Illinois, USA. Speaking several languages, including English, Mandarin Chinese and Vietnamese, Mr. Phung is capable of handling cases which require a high-level of expertise.

top banks in Vietnam in the settlement of a US$ 100 million credit facility with an international fund listed on the London Stock Exchange, the first such arrangement in Vietnam. He is also representing a series of high-profile developers in commercial, residential development, golf courses, hotels and tourist developments in all key tourist destinations in Vietnam. Most notably since 2009 he represents a high profile developer of a mixed-use complex in the center of Ho Chi Minh City whose initial investment was worth US$ 4.6 billions. In 2011, VCI Legal has been involved in the arrangement of a US$320 mils project finance package for a 43-storey high rise building in center of Ho Chi Minh City.

VCI Legal and Mr. Phung have been recommended often in the many years by professional directories as a top tier law firm for real estate, construction & infrastructure, tax, insurance and capital market.

VCI Legal advisers can be traced back to the early 90s in cases advising Vietnam to arrange and restructure debts with the London Club’s members.

VCI Legal also represent and advise various multinational and national banks as well as other financial institutions of all sizes and shapes ranging from market leaders (Vietcombank, Agriculture Banks, PetroVietnam Financial Corporation, ACB, CommonWealth Bank of Australia, Credit Lyonnais, Deutsche Bank, East Asia Bank, to name a few) to provincial players in Vietnam.

VCI Legal and Mr. Phung have been recommended often in the many years by professional directories as a top tier law firm for real estate, construction & infrastructure, tax, insurance and capital market.

During his time practicing law, Mr. Phung has certainly played a large part in moving the industry forward. He has acted as a key advisor and deal maker in the first merger of two joint venture companies in Vietnam at a time when there was no legal framework for the combination of foreign-invested enterprises in the country.

With support from the Ministry of Planning and Investment, this pioneer case was successfully completed, thus setting the precedent which eventually amended the laws on foreign investment in Vietnam.

This tradition continues in a series of corporate and M&A clients that the firm has represented over the years. Few notable names include Unilever, Coca Cola, HP, Philips, Kimberly Clark, Deutsche Telekom, Nestle, Abbott, Friesland Campina and Danone Group, Metso, Tata, Essar, Prudential, Liberty, etc.

Recently Mr. Phung acted on behalf of one of the

ACQUISITION INTERNATIONAL

VCI Legal advisors’ experience includes advising and acting on behalf of commercial banks, investment banks and the State Bank of Vietnam at the same time. In the management of intellectual property rights Mr. Phung also organised the first cooperation scheme between the local authorities and Unilever Vietnam in an anti-counterfeiting campaign that strengthened the enforcement of intellectual property laws in Vietnam.

This scheme involved six different high-level governmental authorities participating in a series of seminars and training courses for officials in the Northern Provinces on enforcing intellectual properties in Vietnam. Officials of the authorities were then invited to join a delegation visiting Europe to meet and discuss with their counterparts in the UK and Holland.

As the author of a number of articles, research reports and essays about economics and legal issues

in Vietnam, Mr. Phung is one of the most frequent speakers on these topics at various industrial and professional events, and he represents both VCI Legal as well as the business association that he chairs, the Vietnam Association of Financial Investor, Eurocham, Young Business Association.

“We aim to be the first and the best to ‘in-source’ our Legal Services into the client’s operations”, states Phung about VCI Legal’s approach in advising business. “We stand for a new concept of legal services by bringing legal solutions for business and legal services specially built for business.”

HOW CAN VCI LEGAL DELIVER THIS NEW KIND OF LEGAL SERVICES? Mr. Phung explained:

Our ‘outside in-house counsel’ platform allows us to speak the same language and work as team members of our client’s management on a daily basis. In other word, not only do we “walk the walk and talk the talk” but also “put some skin in the game” in advising our corporate clients!

VIETNAMESE LAW FIRM OF THE YEAR 2011 “Mr. Phung has been practicing law in Vietnam since 1993, gained two degrees in Economic Law, plus a Master of Laws Degree.”

Company: VCI Legal Name: Mr Phung Anh Tuan Email: tuanphung@vci-legal.com Web: www.vci-legal.com Address: Suit 501, 5/F, Sailling Tower, 111A Pasteur, 1st District Ho Chi Minh City, Vietnam Telephone: (84) 8 38272 029

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ADVISER MAP:

Contacts from around The World

ADVISER MAP

— Contacts from around The World DOING BUSINESS IN COLOMBIA NAME: Wilson Herrera Robles | Senior Manager COMPANY: PwC Tax & Legal Services TELEPHONE: +57 (1) 6340555 Ext. 324 EMAIL: wilson.herrera@co.pwc.com ADDRESS: PricewaterhouseCoopers Servicios Legales y Tributarios Ltda. Calle 100 No. 11A - 35, piso 3, Bogotá - Colombia

INVESTING IN ISRAEL COMPANY: Kantor, Elhanani Tal & Co. TELEPHONE: +972-3-7140400 EMAIL: office@ketlaw.co.il WEBSITE: www.ketlaw.co.il ADDRESS: Mozes House, 74-76 Rothschild Blvd.

Tel-Aviv, Israel, 65785

FORMING FUTURES OFFSHORE ACQUISITION INTERNATIONAL MAGAZINE’S 2011 FINANCIAL REVIEW COMPANY: Simmonscooper Partners NAME: Ikemefuna Isiekwena TELEPHONE: 234-1-4614017 EMAIL: ikem.isiekwena@scp-law.com WEBSITE: www.scp-law.com ADDRESS: 9th Floor, Fortune Towers, 27/29 Adeyemo Alakija, Victoria Island, Lagos, Nigeria

COMPANY: Samoa International Finance Authority TELEPHONE: 0685: 24071 / 66400 EMAIL: offshore@lesamoa.net WEBSITE: www.lesamoa.net ADDRESS: Registrar of International & Foreign Companies Level 6, Development Bank of Samoa Building Apia, Samoa

KENYA - A LOCATION FOR INTERNATIONAL ARBITRATION COMPANY: Tripleo Law TELEPHONE: +254 20 2727171 EMAIL: info@tripleolaw.com WEBSITE: www.tripleolaw.com ADDRESS: 5th Floor, Wing C, ACK Garden House 1st Ngong Avenue, Off Bishops Road, Nairobi, Kenya

ACQUISITION INTERNATIONAL

January 2012 /

53

DEAL DIARY: Deal Index

DEAL DIARY — Deal Index 55

FUNDS MANAGED BY GILDE BUY OUT PARTNERS HAVE ACQUIRED THE MAJORITY STAKE IN THE EISMANN GROUP

62

MANFIELD PARTNERS ACQUIRE MITSUI’S EUROPEAN PACKAGED FOOD BUSINESSES

56

GERMAN IVG-LED CONSORTIUM ACQUISITION OF FRANKFURT SILVER TOWER

62

MARCOPOLO ACQUISITION OF MAJORITY STAKE IN VOLGREN FROM GRENDA CORPORATION

57

BEACH ENERGY’S TAKEOVER OF ADELAIDE ENERGY

62

CATALYST CAPTIAL ACQUIRES MONIUSZKI TOWER

57

LUMBUNG ENERGI & METAL ACQUIRES A 23.8% STAKE IN BUMI PLC.

63

ADOLFSON GROUP ACQUIRE NORLANDIA CARE

57

PFIZER COMPLETES ACQUISITION OF EXCALIARD

63

NORTHBRIDGE INDUSTRIAL SERVICES ACQUISITION OF LOADCELL SERVICES PTE LTD

58

LIFETIME BRANDS ACQUIRES STAKE IN GS INTERNACIONAL PR

63

OMNI HELICOPTERS INTERNATIONAL SA INVESTMENT

58

MEDIQ ACQUISITION OF ASSIST

64

MUNDYS ACQUISITION OF PPM LETS

58

BR PARTNERS TO BUY BANCO PORTO SEGURO TO START BRAZILIAN INVESTMENT BANK

64

FERROVIAL AGROMAN ACQUISITION OF PRZEDSIEBIORSTWO NAPRAW INFRASTRUKTURY

59

BANK OF MONGOLIA LAUNCH OF EURO MEDIUM TERM NOTE PROGRAMME

64

RESORBA ACQUIRED

59

BANK LEUMI ACQUIRES BANQUE SAFDIE

65

SPUR CORPORATION ACQUIRES DOREGO’S FAST FOOD CHAIN FOR R30 MILLION

60

THE CARLYLE GROUP ACQUISITION OF 9% STAKE IN HAIER ELECTRONICS GROUP

65

SUN EUROPEAN PARTNERS LLP ACQUIRES STRAUSS INNOVATION

60

HOMESERVE ACQUIRES DOMÉO SA CONTROL

66

RESOLUTION PROPERTY ACQUIRE SUPERSAM SHOPPING CENTRE

60

SEGA ACQUIRES THREE RINGS DESIGN

66

CVC CAPITAL PARTNERS ANNOUNCES SALE OF TAMINCO

61

EQT INFRASTRUCTURE FUND TO ACQUIRE FORTUM ENERGIARATKAISUT

67

TENOVA ACQUISITION OF BATEMAN ENGINEERING N.V.

61

GEOSEARCH ACQUIRED

67

GREEN COURTE PARTNERS ACQUIRES THE PARKING SPOT

61

THE RIVERSIDE COMPANY AND HALDER ACQUIRED KEYMILE-GROUP

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/ January 2012

ACQUISITION INTERNATIONAL

DEAL DIARY:

Major stake in Eismann Group acquired

FUNDS MANAGED BY GILDE BUY OUT PARTNERS

— have acquired the majority stake in the Eismann Group

Eismann management will remain invested in the Company with a significant stake. The current minority shareholder, Intermediate Capital Group, will sell its entire shareholdings to the new investor. The parties have agreed not to disclose the terms of the transaction.

A multi-national team at URS, lead by Britta Hagemann, assisted Gilde Buy Out Partners AG. URS conducted an Environmental Due Diligence Assessment in order to evaluate potential environmental risks related to Eismann Group.

This mandate was awarded to PwC Corporate Finance by the shareholders, Intermediate Capital Group (“ICG”) and Management, following a highly competitive pitch process involving the major investment banks. PwC Corporate Finance was selected thanks to our deep relationships in the Private Equity community, our global reach to trade buyers and the strength of our M&A and Debt advisory expertise.

The Luther team, headed by the Frankfurter finance partner, Andreas Naujoks and assisted by Associate Karsten Fink, advised IVG Institutional Funds GmbH on the financing of the Silver Tower in an amount of about EUR 200m.

The international team was led by Tarique Shakir-Khalil, Head of the French Corporate Finance team. Tarique had previously successfully advised the Management on the LBO carried out in 2007 and has a long standing relationship with ICG who PwC has previously advised on several deals internationally. He commented:

It was the first time that Luther acted for IVG, however, Andreas Naujoks and Karsten Fink have known IVG from several previous transactions where they have acted on the lenders side.

Offers were received from international Trade buyers and from financial investors. We successfully negotiated the final deal with the Private Equity house Gilde Buy Out Partners, who put forward the winning offer and were awarded a period of exclusivity.

FUNDS MANAGED BY GILDE BUY OUT PARTNERS HAVE ACQUIRED THE MAJORITY STAKE IN THE EISMANN GROUP

Tarique Shakir-Khalil

“The collapse of the debt markets this year resulted in some 60% of transactions being cancelled across Europe in 2011. PwC Corporate Finance successfully overcame this challenge ; our Debt advisory team had organised a soft staple financing early on in the process and continued to be closely involved with the banks over the summer and right up to signing during the exclusivity period to help secure the financing despite the turbulent market conditions. The debt was successfully syndicated between signing and closing.

Lead Financial adviser

Debt Advisory

Legal Adviser to the Management Team

Ekkehard Franzke

Risk & Insurance Due Diligence provider to the Equity Provider

Environmental Due Diligence Provider to the Equity Provider

Commercial Due Diligence Provider to the Equity Provider

Susanne Schenk

Vendor Commercial Due Diligence Provider

This transaction demonstrates perfectly PwC Corporate Finance’s ability to manage an international and PE auction in a challenging market environment and to bring value to its clients thanks to our experience, international network, sector expertise and knowledge of the debt markets.

Hagemann commented: “Focus of the virtual data room review and selective site visits was set on environmental liability issues with (potentially) contaminated land, on potential environmental noncompliance issues, and the impact of changes in regulations on the company’s projected investment needs.”

SSP provided tax consulting services to Eismann Group as well as vendor due diligence in the tax section as well as the supervision of the due diligence procedure.

The team leader for this project was the auditor/tax consultant Dipl.-Kfm. Markus Ulrich (senior partner) with his team Dipl.-Kfm. Mischa Gorny (partner), Dipl.-Finanzwirt, Nick Miederhoff (key employee), Susanne Schenk and Marina Florin (assistants). Rabobank acted as Mandated Lead Arranger and Bookrunner for Gilde Buy Out Partners, with Oliver Wolter, Head of Acquisition Finance Rabobank International Frankfurt Branch, leading the team. He said: This transaction is by far the largest German food buyout in years. AT Kearney represented the vendor with Dr. Ekkehard Franzke, Partner, heading the team. He commented: A close and intense relationship with Ekkehard Franzke management was key.

Vendor Tax Due Diligence Provider Deal contact: tsk@fr.pwc.com

Markus Ulrich

ACQUISITION INTERNATIONAL

Deal contact: info@ssp.de

Deal contact: tkkehard.franzke@atkearney.com

January 2012 /

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DEAL DIARY:

Acquisition of Frankfurt Silver Tower

GERMAN IVG-LED CONSORTIUM — Acquisition of Frankfurt Silver Tower

A consortium of investors led by Germany’s largest listed real estate company IVG has raised over 200m equity and concluded a purchase agreement for Frankfurt’s Silver Tower skyscraper from Commerzbank.

IVG CEO Wolfgang SchКfers, who has taken over the post only this month, commented: “We successfully raised over €200m in equity for this outstanding investment within a short space of time.”

Some 90% of the equity was contributed by thirdparty institutional investors, and a 10-year debt financing was provided by a major German pension scheme, said IVG.

The Luther team, headed by the Frankfurter finance partner, Andreas Naujoks and assisted by Associate Karsten Fink, advised IVG Institutional Funds GmbH on the financing of the Silver Tower in an amount of about EUR 200m. It was the first time that Luther acted for IVG, however, Andreas Naujoks and Karsten Fink have known IVG from several previous transactions where they have acted on the lenders side.

The team at GSK Stockmann + Kollegen was led by Sascha Zentis (partner).

They advised IVG Institutional Funds GmbH on regulatory questions on German Investment Act and on the German Insurance Supervisory Act in the structuring of the transaction.

The 166m., 36-storey Silver Tower, located in Frankfurt’s banking district, has been undergoing extensive refurbishment since 2009, now almost complete, and is expected to receive German Sustainable Building Council DGNB Silver certification next year.

It was the headquarters of the Dresdner Bank until its takeover by Commerzbank amid the global crisis, and offers 72,000 sq.m. office space which is on a longterm lease to German railway company Deutsche Bahn. Bonn-based IVG holds €22bn AUM, manages inter alia on balance properties worth some €4.1bn and funds and mandates amounting to €15.4bn. pie.

The challenges of the deal consisted on the regulatory side mainly in the necessary alignment of the interests of several investors with the regulatory requirements.

Sascha Zentis

GERMAN IVG-LED CONSORTIUM ACQUISITION OF FRANKFURT SILVER TOWER Debt Provider

Dr. Thomas Herr

As the transaction was to be concluded prior to completion of the refurbishment works and handover of the Silver Tower to the tenant, Deutsche Bahn AG, THP conducted an intensive analysis and evaluation of construction progress, lease requirements and permit stipulations.

Legal Adviser to the Purchaser

“The knowledge gained and risks identified during this process flowed directly into the acquisition negotiations and assisted IVG in achieving optimal conclusion.”

Legal Adviser to the Vendor

THP and IVG have a long-standing working relationship in the fields of transaction consulting, project management and sustainability reporting. The team was led by company principal, Dr. Thomas Herr, THProjektmanagement GmbH provided advisory services for the purchaser in a structured bidder process.

Financial Due Diligence Provider

Vendor Due Diligence Provider

Property Valuer

Technical Adviser to the Purchaser

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ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from around The World BEACH ENERGY’S TAKEOVER OF ADELAIDE ENERGY

LUMBUNG ENERGI & METAL ACQUIRES 23.8% STAKE IN BUMI PLC.

PFIZER COMPLETES ACQUISITION OF EXCALIARD

Piper Alderman is currently acting for Beach Energy Limited (Beach) on its acquisition of Adelaide Energy in a deal valued at $94m. Beach already owned 19.5% of Adelaide Energy’s shares. Through an on-market takeover offer, Beach gained a relevant interest in Adelaide Energy of more than 90% and will now acquire the remaining shares by compulsory acquisition.

KhattarWong is advising PT Borneo Lumbung Energi & Metal (Borneo), as Singapore counsel, in its proposed acquisition of an effective interest of approximately 23.8% stake in Bumi Plc (Bumi), a leading natural resources company listed on the London Stock Exchange (LSE), from PT Bakrie & Brothers Tbk (Bakrie) and Long Haul Holdings Limited for a total consideration of US$1 billion.

The acquisition was announced on 1 November 2011 and, subject to relevant approvals being obtained, is expected to complete in December 2011.

Slaughter and May and regional firms KhattarWong and Tumbuan & Partners are advising on Borneo Lumbung Energi & Metal’s proposed $1 billion acquisition of a 23.8% stake in LSE-listed coal miner Bumi from Long Haul Holdings and debt-laden family-run Indonesian conglomerate Bakrie, which is currently attempting to avoid a loan default.

Pfizer Inc. announced today that it has completed its acquisition of Excaliard Pharmaceuticals, Inc., a privately owned biopharmaceutical company focused on developing novel drugs for the treatment of skin fibrosis, more commonly referred to as skin scarring.

This takeover is part of Beach’s strategy to increase exploration and development activities for unconventional gas in Queensland and South Australia, where Adelaide Energy currently have interests.

Corporate partner Robert Postema is leading this matter. He is being assisted by Senior Associate, Sina Kassra. Robert commented:

This takeover will be of significant benefit to both Beach and Adelaide Energy shareholders, and represents another step in Beach’s expansion of operations.

We are delighted to have been able to advise Beach on another transaction as part of this growth strategy.

Piper Alderman, who are recognised as a leading Energy and Resources firm in Australia, have been acting for Beach Energy for over 20 years. The firm also acted for Beach in their takeover of Impress Energy earlier this year.

Bumi is Bakrie’s joint venture with London financier Nathaniel Rothschild. Borneo Lumbung produces coking coal to make steel, while Bumi mines thermal coal used to generate power.

London-based Slaughter and May partners Nilufer von Bismarck and Paul Dickson are advising the buyer.

The KhattarWong team, which is acting as Singapore counsel, is being led by partner Perry Yuen, who is assisted by Peal Lim and Ng Yeow Khoon, while Tumbuan & Partners is acting as Indonesian counsel. Berwin Leighton Paisner is acting on behalf of the sellers.

It is imperative at Pfizer that we continue to develop new and innovative treatments to address unmet medical needs, and there is currently no FDA-approved treatment for excessive skin scarring, said Jose-Carlos Gutierrez-Ramos, senior vice president, Biotherapeutics, Worldwide Research and Development, Pfizer.

Acquiring Excaliard allows us to continue the development of its lead compound EXC 001 to potentially fill a gap and bring a novel new treatment to patients.

While specific financial terms are confidential, Pfizer provided Excaliard’s shareholders, which include Isis Pharmaceuticals, Alta Partners, ProQuest Investments and RiverVest Venture Partners, an upfront payment and will make contingent payments if certain milestones are achieved in the future.

Deal contact: www.piperaldermancom.au

BEACH ENERGY’S TAKEOVER OF ADELAIDE ENERGY

LUMBUNG ENERGI & METAL ACQUISITION OF 23.8% STAKE IN BUMI PLC.

Legal Adviser to the Purchaser

Indonesian Counsel

PFIZER ACQUISITION OF EXCALIARD Legal Adviser

TUMBUAN & PARTNERS Business Development Adviser Financial Adviser to the Purchaser

Singapore Counsel

Broker

Legal Adviser to the Purchaser

Legal Adviser to the Seller

Audit/Accounting Adviser

Tax Adviser

KIEKHAFER & ASSOCIATES Insurance Adviser

ACQUISITION INTERNATIONAL

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DEAL DIARY:

Transactions from around The World LIFETIME BRANDS ACQUIRES STAKE IN GS INTERNACIONAL PR Lifetime Brands Inc. a leading global provider of kitchenware, table-top, home decor and lifestyle products, today announced it has acquired a 40% equity interest in GS Internacional S/A (“GSI”).

GSI is a leading wholesale distributor of branded housewares products in Brazil. The company markets dinnerware, glassware, home decor, kitchenware and barware to over 7,000 customers, including major department stores, housewares retailers and independent shops throughout Brazil.

The company’s principal office and distribution facilities are located in Serra, State of Espirito Santo, close to Vitoria, Brazil’s largest container port. GSI also maintains a showroom and offices in Sao Paulo.

Jeffrey Siegel, Lifetime’s Chairman, President and Chief Executive Officer commented,

This investment represents another step in executing our strategy to accelerate our growth and to strengthen our business by investing in successful companies in partnership with strong local management teams.

We are impressed by GSI and the quality and commitment of its management team, led by Paulo Soares.

Paulo Sergio G. Soares, GSI’s founder and Chief Executive said, “Our partnership with Lifetime Brands, which includes access to many of Lifetime’s brands and to its product development and global sourcing capabilities, will enable GSI to enhance its growth and profitability, and to reinforce its position as a leading supplier of high quality, innovative housewares products to retailers in Brazil and other parts of South America.”

LIFETIME BRANDS ACQUISITION OF STAKE IN GS INTERNACIONAL PR

MEDIQ ACQUISITION OF ASSIST Mediq, an international supplier of medical devices and pharmaceuticals, has acquired the German company Assist, a supplier of home medical care, for Euros 95m.

PwC assisted in the transaction, providing financial due diligence to Mediq, with Maarten Van De Pol heading the team. He commented: “I am a partner in the PwC Transaction Services team and have also assisted Mediq on previous acquisitions this year.

The tax due diligence was led by my colleague Hans Seeling (M&A Tax partner).”

Hartmann Rechtsanwälte assisted with Peter Hartmann leading a capable team. Hartmann said: “The deal was a challenging process due to the nature and complexity of the strictly regulated German Healthcare Market with its numerous market participants and assist’s diverse contractual relationships with private and statutory healthcare insurances, pharmacies, wholesalers, hospitals, nursing homes, nursing services companies and other distribution partners.”

Equinet Bank AG acted as financial advisor to the vendor. The team was led by Christopher Dill (Managing Director) alongside Inga Friederichs (Director) and Evgeni Lokschin (Associate). Dill commented: “Despite coping with the usual deal issues, we were faced in the final stage of the process with managing and solveingdifferent carve-out issues with affiliated companies, relating to IT-services/service-levelagreements, lease contracts and supply agreements.

These needed to be (re)drafted and negotiated in order to survive the closing of the transaction.”.”

Peter Hartmann

BR PARTNERS TO BUY BANCO PORTO SEGURO BR Partners, the Brazilian financial-advisory firm founded by former Goldman Sachs Group Inc. executives, agreed to buy Banco Porto Seguro SA for an undisclosed amount.

After the acquisition, which depends on the central bank’s approval, the bank will have capital of 120 million reais ($66 million), according to Andrea Pinheiro, chief operating officer of the Sao Paulobased company. Including the bank and the assetmanagement and private-equity units, BR Partners will have capital of 210 million reais.

Andrea Pinheiro stated: “Banco Porto Seguro has a multiple-bank license and 19.5 million in capital, and the plan is transform it into an investment bank and broker-dealer license to lower operational costs.

We decided to grow this capital to 120 million reais to transform BR Partners into a more robust bank,” In February, BR Partners filed a request with the central bank for an investment banking and brokerdealer license. At the time, it said that the bank would have capital of 50 million reais and the broker dealer would have 15 million reais.

São Paulo, Brazil based Law Firm, Monaco, Moherdaui provided legal advice to the vendor.

Marco Antonio Moherdaui, senior partner, led the M&A team.

Marco commented:

The negotiation about price and payment conditions and the necessary approval by the Brazilian Central Bank were the key challenges of the deal. How did I assist in overcoming them?

We are still working the out.

Deal contact: marco@monacomoherdaui.adv.brm

MEDIQ ACQUISITION OF ASSIST

BR PARTNERS TO BUY BANCO PORTO SEGURO TO START BRAZILIAN INVESTMENT BANK

Legal Adviser to the Purchaser Legal Adviser to the Purchaser

Legal Adviser to the Purchaser Legal Adviser to the Purchaser

Financial Adviser to the Purchaser

ANDRADE PANNUNZIO RICARDO FOZ HYPOLITO E GABBAI ADVOGADOS Financial Adviser to the Purchaser

Financial due diligence provider Legal Adviser to the Vendor CLR ADVOGADOS ASSOCIADOS Financial Adviser to the Vendor

Financial due diligence Provider Legal Adviser to the Vendor

Financial Adviser to the Vendor

Tax Adviser

CARLOS SIMÕES Legal Adviser to the Vendor

Management Team Due Diligence Provider CARLOS SIMÕES

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ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from around The World BANK OF MONGOLIA LAUNCH OF EURO MEDIUM TERM NOTE PROGRAMME

BANK LEUMI ACQUIRES BANQUE SAFDIE

TRUE CORPORATION CREDIT FACILITY LOAN

The newly established DBM is a policy bank created by the Mongolian government to foster economic and infrastructure development, and this EMTN programme is unconditionally and irrevocably guaranteed by the Mongolian Ministry of Finance.

Israel’s largest bank by assets, Bank Leumi, has completed the purchase of Swiss private asset managemnet bank, Banque Safdie SA for 143 million Swiss francs ($157.12 million). Banque Safdie is a private bank located in Geneva, with operations in Zurich, Lugano, Luxembourg and a representative office in Israel. It manages customer assets of nearly 3 billion francs and had net profit in 2010 of 2.8 million francs. Bank Leumi plans to integrate Banque Safdie into Leumi Switzerland during the first quarter of 2012 under the name Leumi Private Bank SA. Kantor, Elhanani, Tal & Co. acted as Israeli legal counsel for Bank Leumi le-Israel BM in connection with the transaction. Adv. Dalia Tal (founding partner) and Adv. Dana Yagur (partner) led the KET team, assisted by Adv Eleanor Horowitz (associate). KET has a long standing working relationship with Bank Leumi and represents it in various transactions, in Israel and abroad.

KET commented: “This cross-border acquisition required expertise in banking regulations in Israel and Switzerland and obtaining of regulatory approvals in Israel and other countries in which the target group is active.

True Corp. Public Co. Ltd., which is already one of Thailand’s largest fixed-line telephone and cable television providers, will use the financing to expand its wireless telecommunications business as well as to refinance existing debt and as working capital.

A syndicate of Thai banks is providing the loan, with The Siam Commercial Bank Public Co. Ltd. and Krung Thai Bank Public Co. Ltd. as arrangers.

Hunton & Williams and Baker & McKenzie have advised on a $1.6 billion loan provided to a Thai communications company. Hunton & Williams partner Manida Zinmerman led a team advising the lenders out of the firm’s 21-lawyer Bangkok office.

Baker & McKenzie’s Chaveewan Likhitwattanachai led the team acting for True Corp. In a concurrent deal, the firm also advised the company’s mobile subsidiary, True Move Co. Ltd., on a tender to repurchase bonds worth $650 million from investors in the company.

ING was the global coordinator on the transaction while Deutsche Bank, HSBC and ING were the joint arrangers and dealers of the programme.

Mayer Brown JSM, together with Mongolian counsel ARLEX Consulting Services acted for the DBM, while Allen & Overy and Mongolia’s GTs Advocates represented the dealers.

GTs Advocates represented ING, Deutsche Bank and HSBC on the deal. The Program was unconditionally and irrevocably guaranteed by the Ministry of Finance on behalf of the Government of Mongolia.

In connection with the Program, ING was appointed to act as sole Global Coordinator, and Deutsche Bank, HSBC and ING were appointed to act as the Joint Arrangers and Dealers of the Programme. GTs Advocates has worked with ING, HSBC and Deutsche Bank before in several other transactions in Mongolia.

Ms. Zoljargal Dashnyam, partner, led the team.

From an M&A perspective, the transaction required strategic legal thinking in order to accommodate the needs and concerns of the sellers and the buyer, while minimizing their exposure.

This transaction had also many unique aspects in connection with various conditions precedent that had to be met prior to the closing of the transaction, involving tax, real estate and regulatory issues. In the challenges faced in completing the deal, KET drew on its many years of experience in advising in such transactions.”

Commenting on both deals, Likhitwattanachai said:

This financing transaction will, among other things, support our client’s nationwide network roll-out of the mobile business under the HSPA [high-speed mobile data] system, which will provide better, more advanced communication technology to users in Thailand.

Deal contact: dana@ketlaw.co.il

BANK OF MONGOLIA LAUNCH OF EURO MEDIUM TERM NOTE Programme Legal Adviser to the Purchaser

BANK LEUMI ACQUISITION OF BANQUE SAFDIE

TRUE CORPORATION CREDIT FACILITY LOAN

Legal Adviser to the Purchaser

Thai Counsel to borrower

Legal Adviser to the Purchaser

International Counsel to Lenders Financial Adviser to the Purchaser

Legal Adviser to the Dealer

Legal Adviser to the Dealer

ACQUISITION INTERNATIONAL

Financial Adviser

January 2012 /

59

DEAL DIARY:

Transactions from around The World THE CARLYLE GROUP ACQUISITION OF 9% STAKE IN HAIER ELECTRONICS GROUP

HOMESERVE ACQUIRES DOMÉO SA CONTROL

SEGA ACQUIRES THREE RINGS DESIGN

Global alternative asset manager The Carlyle Group agreed to invest US$137 million in Haier Electronics Group Co, Ltd.

HomeServe, a Midlands-based UK company, has acquired the remaining stake in its France-based joint venture Doméo SA in a deal worth £83m.

Partners Catherine Gormley and Steven Teraoka led a team of 5 to help Sega complete the stock acquisition. Teraoka & Partners has advised Sega on a variety of corporate transactions for over 15 years.

(HEG) through Convertible Bonds and has an option to invest an additional US$57 million when warrants are exercised. Together with other investments in the company, Carlyle will have a right to securities representing approximately 9% of the company.

The transaction is subject to customary closing conditions and is expected to close in August. As a strategic investor, Carlyle Asia Partners III L.P. will have one out of nine directors on HEG’s board.

The investment will support HEG’s efforts to expand its service and distribution capabilities, particularly among third-party product distributors, and tap the growth potential in China’s tier 3 and tier 4 markets.

Linklaters advised The Carlyle Group on the US$194 million investment by Carlyle Asia Partners III in Hong Kong-listed Haier Electronics Group Co, Ltd. The team was led by Christopher Kelly and Peggy Wang, partners in Linklaters’ corporate practice in Asia specialising in the private equity sector and both having long-standing working relationships with Carlyle in Asia.

Haier is an internationally known white goods brand, and a household name throughout China as a leading manufacturer and distributor of home appliances. This transaction represented one of the most significant PIPE deals in China this year, and gave rise to numerous regulatory challenges.

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 wholly-owned 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.”

Our challenge was in achieving deal terms that would effectively meld two radically different corporate equity and governance structures.” Steve Teraoka said, “Our firm’s unique experience advising Pacific Rim businesses and timely closing acquisitions enabled us to help Sega complete this deal successfully.

Building on a long standing relationship with Homeserve, PwC Corporate Finance acted as lead financial advisor.

Tarique Shakir-Khalil, 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.”

Gianluigi Nova Chris Kelly

“We were pleased to help Sega acquire Three Rings, a uniquely talented creator of popular online MMORPG products, including Puzzle Pirates™,” said Catherine Gormley.

Gianluigi Nova Catherine Gormley

Peggy Wang

THE CARLYLE GROUP ACQUISITION OF 9% STAKE IN HAIER ELECTRONICS GROUP International Counsel to Target

HOMESERVE ACQUISITION OF DOMÉO SA CONTROL Financial Adviser to the Vendor

Financial Adviser to the Purchaser

SEGA ACQUISITION OF THREE RINGS DESIGN Legal Adviser to Sega TERAOKA & PARTNERS LLP

Legal Adviser to the Vendor

Financial Adviser to the Purchaser

HK Counsel to Investor

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

Legal Adviser to the Vendor

Financial Adviser to the Vendor BPM

Tax Adviser

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/ January 2012

Property Valuer

ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from around The World EQT INFRASTRUCTURE FUND TO ACQUIRE FORTUM ENERGIARATKAISUT The EQT Infrastructure Fund is to acquire Fortum Energiaratkaisut Oy in Finland and Fortum Termest AS in Estonia (both previously part of Fortum’s Heat Division) from the Fortum Corporation for an enterprise value of EUR 200 million. The two companies will be managed as one entity following the transaction. Fortum Energiaratkaisut and Fortum Termest are the leading outsourced industrial and commercial energy solution providers in Finland and Estonia, respectively. The companies build, own and operate plants producing process steam, heat and cooling at their respective clients’ production facilities. In addition, both Fortum Energiaratkaisut and Fortum Termest operate district heating networks.

The companies deliver energy based on proven technology in approximately 230 sites across Finland and Estonia. The majority of the revenue is generated by Fortum Energiaratkaisut in Finland, where the company is a market leader in outsourced industrial energy solutions. The companies generated aggregated revenues of EUR 151 million and had energy sales of 3.4 TWh in 2010. Aon Mergers & Acquisitions Solutions’ (AMAS) assisted in the transaction providing insurance due-diligence services and risk management/ insurance related transaction support. The team was led by Karl Roquet, Practise Leader in Sweden, who commented: “The complexity of M&A transactions demands skilled and dedicated advisors who can identify risks and opportunities and add value throughout the lifecycle of a deal. “Aon’s specialised expertise, broad resources, global network and intellectual capital are utilized to deliver integrated strategies and solutions for managing business risks.”

GEOSEARCH ACQUIRED Oilfield services firm Reservoir Group has acquired GeoSearch Logging Inc for an undisclosed sum.

Oklahoma-based GeoSearch is one of the largest well logging firms in the United States with 75 units across 12 locations.

The deal will see all 232 GeoSearch staff transfer over to Aberdeen-based Reservoir’s existing surface logging service firm, Empirica.

Reservoir Group has been a valued customer of RBS since the MBO of Corpro Group Ltd, sponsored by SCF Partners in 2007. Since this time RBS has supported Reservoir Group in more than 18 follow on acquisitions as part of their successful buy and build strategy which has seen the business grow significantly in size, geography and service offering.

Cheryl Low, RBS. RBS acted as Agent and Joint Lead Arranger in the provision of acquisition finance in support of Reservoir Group’s acquisition of GeoSearch Logging Inc. The transaction was led by Cheryl Low, Director of Structured Finance, Aberdeen, RBS.

THE RIVERSIDE COMPANY AND HALDER ACQUIRED KEYMILE-GROUP Private equity firms The Riverside Company and Halder have acquired KEYMILE-Group. Former investor HANNOVER Finanz Group, as well as former CEO Dr.-Ing. Ziaedin Chahabadi, sold their stakes to the private equity firms. Riverside is the new majority shareholder, Halder holds a substantial share and KEYMILE management have increased its previous shareholdings.

Riverside Principal, Peter Schaberger says, “We were impressed and compelled by the company’s strong focus on R&D and its agility in responding to customer requests. Our goal moving forward will be to expand its product portfolio while strengthening its competitive position in existing markets.”

The Riverside team responsible for the investment was led by Munich-based Principal Peter Schaberger, and supported by Vice President Balázs Tahy and Senior Associate Sven Schulze. The Halder team consisted of partners Thomas Fotteler and Michael Wahl, and Investment Manager Christian Muschalik.

Sascha Pfeiffer of DC Advisory Partners advised on the acquisition process, and finance for the transaction was provided by Raiffeisen International Bank, Bayerische Landesbank, LBBW und KBC. At HANNOVER Finanz Group the transaction team consisted of CEO Andreas Schober, in addition to Martin Walka, Investment Manager Volker Tangemann and Corporate Counsel Jörg Swoboda.

Ashurst advised a banking consortium of Bayerische Landesbank, KBC Bank Deutschland AG, Landesbank Baden-Württemberg and Raiffeisen Bank International AG on the financing of the acquisition of Keymile Group by private equity firm Riverside Europe Partners.

Ansgar Rempp

Tomas Granvik

The Jones Day team advising Riverside was lead and coordinated

by Jones Day’s Munich office.

For several years, Ansgar Rempp has had a close relationship to Riverside in Germany.

EQT INFRASTRUCTURE FUND TO ACQUIRE FORTUM ENERGIARATKAISUT

RESERVOIR GROUP’S ACQUISITION OF GEOSEARCH LOGGING INC.

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Transactions from around The World MANFIELD PARTNERS ACQUIRE MITSUI’S EUROPEAN PACKAGED FOOD BUSINESSES

MARCOPOLO ACQUISITION OF MAJORITY STAKE IN VOLGREN FROM GRENDA CORPORATION

CATALYST CAPITAL ACQUIRES AN OFFICE TOWER LOCATED ON MONIUSZKI STREET IN WARSAW

Manfield Partners, the investment and advisory firm, has acquired two packaged food businesses, MCM Select Foods Limited in the UK and MCM Foods BV in the Netherlands, from Mitsui & Co Ltd of Japan Manfield was attracted to the two businesses by the strong customer and supplier relationships the businesses have built in a stable sector and believe there is a significant opportunity to grow the businesses into more branded higher value areas.

The firm will use the operational and financial skills that it has deployed on other FMCG businesses, most recently the acquisition of Waverley TBS from Heineken. Initial implementations will include Manfield seeking to improve the key functions within the business including procurement, supply chain and sales and marketing.

The Grenda family has sold a majority stake in its bus building arm Volgren Australia to Brazil’s Marcopolo, one of the world’s largest bus manufacturers. It follows the recent sale of Grenda Transit to Ventura Business. In a statement, the company says the agreement was entered into late yesterday.

The BPT Optima real estate investment fund, managed by BPT Asset Management, has sold an office tower located on Moniuszki Street in Warsaw, Poland, to European asset manager Catalyst Capital.

The value of the transaction has not been disclosed.

Constructed in 2002, the Moniuszki Tower is a prominent office building in the centre of the Polish capital. The 11,589sqm building currently houses the Polish telecommunications operator Telekomunikacja Polska SA (TPSA) and is one of several buildings occupied by the telecom group. The property is set to undergo a complete re-commercialisation during 2013 when TPSA is expected to relocate to their new campus. BPT Optima intends to continue its divestment strategy in 2012. The fund currently owns five other office buildings in the Polish capital with a total portfolio size of close to 100,000sqm of prime office space. In this transaction, international law firm Salans represented Catalyst Capital, the purchaser. K&L Gates Warsaw Office represented Nordea Bank Polska S.A. on the deal. The transaction was led by Grażyna Postępska – Partner, reinforcing a long standing relationship with this Client, she commented: “The transaction related to partial financing of Moniuszki tower belonging to portfolio of three properties, previously financed by syndicate of banks. Logistic of transfer of underlying monies designated for partial repayment of syndicate banks and release of certain security, appeared to be difficult, finally successfully managed to satisfaction of all 7 parties involved.” Catalyst Capital was representated

by Pawel Debowski, Head of Central Europe Real Estate, who was supported by a team of two real estate lawyers from the Salans’ Warsaw office.

Bill Gore, partner at Manfield Partners, says:

This is another landmark deal for Manfield. We look forward to working alongside the current management team, as co – shareholders, to build on existing strong foundations.

Albert Carabain, CEO of MCM Foods BV, says: “This transaction represents a great opportunity for MCM and its employees. I look forward to working with the Manfield team to take the business to the next stage of development and to achieving the potential that undoubtedly exists.”

Wilson Partners provided due diligence and tax structuring advice to Manfield Partners. The due diligence was led by Chris Wilson, Director of Transaction Support and tax structuring advice was led by Alan Ross, Director of Tax Consultancy.

The Grenda family will retain a minority interest in the Volgren business, retaining local ownership and ensuring a smooth transition for staff and customers.

Volgren is the largest bus body builder in Australia and employs more than 560 people. The company has a market presence all over the Australian territory with more than 40 per cent market share.

It will allow for a continued focus on local manufacture and local employment, while at the same time strengthening Volgren’s overall capability and global competitiveness by being part of a very large group with large scale manufacturing know-how and capability.

The MGI Melbourne team was led by Sue Prestney, a Principal of the firm and Stuart Glasgow, Director of Taxation. MGI Melbourne represented the Grenda family who have been clients of the firm for almost 25 years. Their role combined taxation advisory services and financial and commercial advice, based on detailed knowledge of the business and client’s requirements.

Deal contact: chris.wilson@wilson-partners.co.uk

Deal contact: www.salans.com

Paweł Debowski

Grazyna Postepska

MANFIELD PARTNERS ACQUISITION OF MITSUI’S EUROPEAN PACKAGED FOOD BUSINESSES

MARCOPOLO ACQUISITION OF MAJORITY STAKE IN VOLGREN FROM GRENDA CORPORATION

CATALYST CAPTIAL ACQUISITION OF MONIUSZKI TOWER

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Transactions from around The World NORLANDIA CARE ACQUIRED FSN Capital LP II has signed a definite agreement to sell Norlandia Care, a leading provider of healthcare services in the Nordic region, back to the founders, the Adolfsen Group.

Established back in 1997, and formed as a joint venture between Norlandia Hotels & Resorts and Boende Förnyelse och Sverige AB, Norlandia Care is a leading supplier in public procurements for healthcare and care services in the Nordic region.

Since the investment by FSN Capital LP II in February 2007, Norlandia Care has increased its revenue by 108%. Despite having made significant investments in the organisation’s structural capital and divested two subsidiaries, the EBITDA of Norlandia Care has during the same period increased by 115%, corresponding to a CAGR of 17%.

“Partnering with FSN Capital has helped to accelerate Norlandia Care’s growth and institutionalise the group for scalability. We are very excited about the opportunity to buy back Norlandia Care”, says Kristian Adolfsen, founder of Norlandia Care.

“During our ownership period, and in close collaboration with management and the founders, Norlandia Care has been developed into a professionally managed group with a clear value proposition and a focused business model.

The group has established a strong footprint in the Swedish market as well as a presence in Finland, together providing a solid platform for future growth“, says Henrik Lisæth, Partner at FSN Capital.

The Adolfsen Group has acquired FSN Capital’s share in Norlandia Care as a result of a sales process.

FSN Capital has been advised by ABG Sundal Collier, Advokatfirmaet Haavind and PWC.

NORTHBRIDGE INDUSTRIAL SERVICES ACQUISITION OF LOADCELL SERVICES PTE LTD

OMNI HELICOPTERS INTERNATIONAL SA INVESTMENT

Northbridge, the industrial services and rental company, is pleased to announce that it has completed the acquisition of the assets of Loadcell Services Pte Ltd and Loadcell Services BVI (“Loadcell”), an oilfield instrumentation supplier based in Singapore. Loadcell has been acquired by Northbridge Loadcell Services Pte Ltd (“NLS”), a wholly-owned subsidiary of Northbridge, incorporated for the purposes of the Acquisition, and will assume the name following the Acquisition. The vendor, who is retiring, has entered into a full time service agreement with NLS for an initial three-month period and thereafter will provide consultancy services for a further 24 months. Key staff have agreed new employment contracts and arrangements have been made to ensure an orderly transfer of the business and assets.

Eric Hook, Chief Executive of Northbridge, said: “We are very pleased to have completed this acquisition, which demonstrates the ongoing commitment to our business strategy. Loadcell is an excellent fit with Northbridge’s existing business, particularly in the Asia-Pacific region, building on the previous acquisition of Tasman in Australia.

The consideration will be satisfied from the Group’s existing cash resources and it is expected that it will be earnings enhancing in the longer run. I look forward to working with the existing management team to fully integrate and grow the Loadcell business.” The acquisition of the assets of Loadcell Services Pte Ltd, including the transfer of employment of all staff and the on-going business, by Northbridge Loadcell Services Pte Ltd, was spearheaded

by Tan Kok Quan Partnership’s (“TKQP”) Charles Phua (Senior Partner) and Stephen Cheong (Associate). Working closely with Ian Gardner, managing director of Northbridge Industrial Services Pte Ltd, TKQP assumed a key advisory role and was involved negotiations between parties, devising the structure for the acquisition and the drafting of key agreements so as to meet the commercial expectations and objectives of all parties.

Stirling Square Capital, the pan-European private equity firm focused on transformational cross-border transactions, has announced a €40m growth capital investment into Portugal-based Omni Helicopters International SA. Based in Lisbon, Omni is the helicopter services specialist that was recently demerged from the broader aviation group Omni Aviação SGPS SA. It owns a fleet of medium- and heavy-lift helicopters servicing the oil & gas industry and emergency medical transportation services. The investment is the fifth from Stirling Square’s Second Fund and capitalises on the private equity firm’s unique capabilities in complex cross-border transactions.

Alongside Stirling Square are two prominent Brazilian co-investors, Salim and Eugenio Mattar, who have partnered with the firm’s founding partners in a previous transaction. Together, the investors will provide financial and institutional support to achieve the growth targeted by Omni in the future. Omni Brazil expects to expand its managed fleet by more than 40% in the next five years, in alignment with Brazil’s offshore oil and gas development programme.

Pinheiro Neto assisted in the transaction, acting on behalf of Stirling Square Capital Partners. The team was led by Adolpho Julio C de Carvalho, corporate partner and Carlos Lima , corporate partner. Pinheiro has a long-standing relationship with the partners of Stirling Square and de Carvalho commented: “We faced a regulatory restriction challenge and an extremely complex corporate structure. Our assistance involved developing creative mechanisms to bend and explore the regulatory boundaries to the limit, without breaching local restrictions and regulation. He added: “This is was a crucial deal from a strategic stand point as it evidences something known across the board, which is the enormous potential - in Brazil - for growth in this segment.” Stirling Square was assisted by KPMG for the tax structuring and tax dd for the transaction.

KPMG M&A tax teams in Portugal and Brazil were coordinated by Stefano Cervo, M&A tax partner.

Gianluigi Nova Charles Phua

Gianluigi Nova Pinheiro Neto Aviation-Corporate partner

Deal contact: p.brecke@haavind.no

Stephen Cheong

ADOLFSON GROUP ACQUISITION OF NORLANDIA CARE

NORTHBRIDGE INDUSTRIAL SERVICES ACQUISITION OF LOADCELL SERVICES PTE LTD

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Stefano Cervo (KPMG)

OMNI HELICOPTERS INTERNATIONAL SA INVESTMENT Legal Adviser to the Company

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LOADCELL SERVICES LTD Tax Adviser

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MENON & CO

CBS SERVICES PTE LTD

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DEAL DIARY:

Transactions from around The World MUNDYS ACQUISITION OF PPM LETS Lincoln estate agency Mundys has expanded with the acquisition of a property management firm.

Mundys purchased PPM Lets, which will be integrated into its residential lettings department.

PPM Lets, also based in Lincoln, specialises in lettings on the local Burton Waters development.

The company was established three years ago by mother-and-daughter team Freya Leary and Lorraine Pountney.

“Freya and I decided that the time was right to sell the business,” said Pountney.

However, we only wanted to sell it to a reputable company that would continue to offer the standard of service provided by PPM Lets to landlords and tenants over the years and discussions with Mundys resulted in a successful sale.

Mundys partner Steven Spivey said the company had experienced a boost in enquiries into the rental market in the past year.

“The rental market is extremely buoyant at present because many people prefer the flexibility of shorter term, more flexible living or simply can’t afford the deposit needed to buy their own home,” he said.”

FERROVIAL AGROMAN ACQUISITION OF PNI Ferrovial Agroman, through its subsidiary Budimex, has acquired PNI, one of Poland’s leading railway construction companies, for close to 51 million euro.

This reinforces Ferrovial’s presence in Poland and its commitment to a market with significant growth potential. This transaction cost Ferrovial around 51 million euro (225 million zlotys). The transaction was announced on 5 August.

PNI, a subsidiary of Polish railway infrastructure company PKP, had a backlog of 318 million euro at August 2011. Revenues in 2010 totaled 127 million euro. In the first nine months of 2011, Budimex obtained 935 million euro in construction revenues, a 34.8% increase with respect to last year, in like-forlike terms. Its backlog amounted to 1.736 billion euro.

In the first nine months of 2011, Ferrovial Agroman obtained revenues of 3.144 billion euro and had a backlog of 9.921 billion euro. Stolarek & Grabalski, led by the partner Agnieszka Duda, provided external legal counsel to Budimex in the transaction.

The advisory role concerned pre-offer phase, 3-stage due diligence, assistance in negotiations as well as representation in the proceedings to obtain the clearance from the competition authority. Duda commented: “The main challenges in the deal were strongly related to the fact that the selling party was a state owned company and the process itself formed part of the privatisation and restructuring program of the Polish National Railway holding. This fact had significant impact on scope of flexibility of the seller during the negotiations and on the possibility of introduction of typical commercial transaction terms into the deal structure.”

Agnieszka Duda

Deal contact: agnieszka.duda@msag.pl

RESORBA ACQUIRED Advanced Medical Solutions Group plc has announced that following Admission of the 48,214,415 new ordinary shares in connection with the Placing and the Acquisition, the acquisition of RESORBA has now completed.

AMS, which is based in Winsford, Cheshire, said the takeover would be earnings enhancing in 2012 and would bring a range of operational benefits, including access to new markets and product development potential.

RESORBA, which is based in Nuremberg, makes and distributes sutures and dressings, targeting surgeons in hospitals and private practice, and distributes products including AMS’s LiquiBand. The firm has manufacturing sites in Germany and the Czech Republic and employs 175 staff.

Led by chief executive Christian Huber, the business achieved revenues of 20.1m euros in 2010 and pretax profits of two million euros. KPMG provided financial, commercial and tax due diligence, and corporate tax structuring advice. The team was led

by Roger Widdowson, Transaction Services partner and Head of Private Sector Healthcare at KPMG, and Paul Maddison, Associate Director, Transaction Services.

Widdowson commented: “Strategically the transaction makes perfect sense.

It adds both product range and direct access to new markets including Germany, which is the largest European Healthcare market.” Ferber & initiated the transaction and acted as advisor to the sellers Brockhaus Private Equity and Management in an auction process. The team was led by Managing Partner Manfred Ferber, with assistance from Florian Schmidt and Ulf Bonicke.

Ferber commented: “We handled especially the confidentiality concerns and the obstacles that arise, when negotiating with an existing business partner of RESORBA.”

MUNDYS ACQUISITION OF PPM LETS

PRZEDSIEBIORSTWO NAPRAW INFRASTRUKTURY (PNI) VALUE OF THE TRANSACTIONPLN 225 MN (EUR 51 MN)

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ADVANCED MEDICAL SOLUTIONS GROUP PLC ACQUISITION OF RESORBA WUNDVERSORGUNG GMBH & CO. KG

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ACQUISITION INTERNATIONAL

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Transactions from around The World SPUR CORPORATION ACQUIRES DOREGO’S FAST FOOD CHAIN FOR R30 MILLION

STRAUSS INNOVATION SHARES ACQUIRED

Spur Corporation has announced plans to acquire the fast food restaurant chain, DoRego’s, for R30 million in cash. In terms of the acquisition, Spur Corporation will acquire the DoRego’s franchise company and the distribution centre operations (including inventory) located in Bloemfontein. The effective date of the transaction is expected to be 1 March 2012. Spur Corporation managing director, Pierre van Tonder, said the acquisition of DoRego’s will give Spur Corporation exposure to growth opportunities in the lower to middle income market, an area of significant expansion in the current quick service restaurant market place.

The EQT Opportunity Fund is to sell its shares in Strauss Innovation, a German retail chain, to an affiliate of Sun European Partners LLP, the European advisor to Sun Capital Partners, Inc. The Geringhoff family, a minority shareholder, is also to sell its stake. The value of the transaction is undisclosed.

DoRego’s has a strong brand with solid growth potential in South Africa. We plan to expand the business into a national chain by capitalising on the current brand awareness and extending the footprint into areas such as the Western Cape, KwaZulu-Natal and Mpumalanga,

Strauss is a private-label retail chain with approximately 100 stores in Germany and around 1,100 employees. The company is well known for its innovative assortment concept, combining interior decor with women’s and men’s apparel.

he said.

GC Fast Foods Franchising CC t/a DoRegos Fast Foods was represented by the Naudes Attorneys corporate and commercial team, led by Director, Steyn Strauss and Associate, Danie Krige. The team, with an established professional relationship with Doregos Fast Foods, advised them in respect of the Spur Corp acquisition offer and structure, acquisition agreements and related intellectual property transfers. Particularly, the scheduling of intellectual property ownership transfers from the existing DoRegos Fast Foods franchise to Spur Corp proved complex and required a comprehensive IP due diligence and inclusion of a detailed transfer schedule as part of the suite of agreements.

SPUR CORPORATION ACQUISITION OF DOREGO’S

Strauss is now focused on pursuing its strategy of profitable and accelerated growth. The launch of its online shop in 2010 was followed by the opening of two new stores in Hannover and the re-opening of the Bonn store in 2011.

Additional store openings and refurbishment and modernization of the existing store portfolio are planned for 2012. On the financial and tax side EQT was advised by PwC.

Steyn Strauss

Legal Adviser to the Purchaser Bernadt

Danie Krige

Financial Due Diligence Provider

EQT Opportunity acquired Strauss in 2008 and has since executed a thorough restructuring process including a brand repositioning and the closing down of non-profitable stores. The restructuring resulted in a turn-around and Strauss has transformed from a loss-making business in 2008 to one which is expected to generate profits for the full-year 2011.

Revenues for 2010 amounted to almost EUR 170 million.

The PwC team was lead by Richard Siedeck (partner in the Transaction Service Group in the Munich office of PwC) and Dr. Axel Mielke (partner in the Tax M&A Group in the Frankfurt office of PwC). PwC supported EQT during the whole sales process, from the production of the financial and the tax fact book to SPA negotiations.

Deal contact: axel.mielke@de.pwc.com

Legal Adviser to the Vendor NAUDES ATTORNEYS

Financial Adviser to the Vendor

SUN EUROPEAN PARTNERS LLP ACQUIRES STRAUSS INNOVATION Debt Providers

PREECE & ASSOCIATES Legal Adviser to the Equity provider

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ACQUISITION INTERNATIONAL

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DEAL DIARY:

Transactions from around The World SUPERSAM SHOPPING CENTRE STAKE ACQUIRED The leading European real estate investor, Resolution Property, has acquired an 80% stake in the Supersam shopping centre in Katowice, Poland, as part of a €60 million joint venture with Prime Properties Company, part of the Centrum Development and Investments Group. The 21,000 sq m GLA Supersam shopping centre, which is under construction and due to open in 2013, will target retailers operating within the affordable fashion market. Located in the city centre, next to the bus station and close to the railway station, Supersam will also offer a range of leisure and entertainment facilities, including a Multikino cinema.

The joint venture between the two companies follows a series of partnerships where Resolution is the lead investor and asset manager, working alongside a partner with strong local knowledge who provides day-to-day management. CBRE, led

by Patick O’Gorman (Head of CEE Capital Markets), represented CDI in the transaction. He commented: “CBRE advised CDI in arranging and negotiating the best commercial joint venture terms, which would result in the successful development of a top class shopping centre but also profitable investment returns for both partners.

Despite a challenging global economic climate, Polish retail continues to show significant growth potential due to the independent strength of the Polish economy.” Balmain Asset Management was engaged by Resolution Property to provide commercial advice in respect of the company’s acquisition.

Balmain’s team was led by Stuart Lang (Director, Asset Management) and Paul Cawood (Director, Leasing) who analysed the letting potential of the planned development taking into account the significant changes currently underway within the Katowice retail market place.

CVC CAPITAL PARTNERS ANNOUNCES SALE OF TAMINCO Funds advised by CVC Capital Partners have sold their majority stake in Taminco, the world’s largest producer of alkylamines and derivatives, to affiliates of Apollo Global Management.

URS provided environmental and health & safety due diligence services to Taminco to support the divestiture

by CVC Capital Partners. The team was led by Nicholas Howard and Lynn Morgan who commented: “URS has provided due diligence services to the target sites since 2003 and brought extensive knowledge of potential risk issues associated with chemical plant operations, placing these into commercial context for consideration in the transaction.”

Young & Partners, an investment banking firm headquartered in New York, assisted with Peter Young heading the team. He said: “We acted as financial advisor to Apollo Management. Our role included providing a business and financial assessment of Taminco, conducting strategic and financial due diligence and attending the Taminco management presentation, assessing opportunities for the business post close, conducting a valuation of Taminco, providing suggestions with regard to bidding strategy and deal structures, and reviewing the deal economics for Apollo under different scenarios.”

Aon, a global risk management insurance brokerage and HR consulting firm, provided Apollo with insurance advisory services in connection with the transaction. “Aon M&A Solutions reviewed Taminco’s insurance programs, assessed its risk profile, utilized advanced risk modeling techniques to quantify its exposures and identified cost-effective risk mitigation alternatives.”

Marakon CRA provided commercial due diligence, economic analysis and strategic advisory support to Apollo as part of the Taminco acquisition. The Marakon CRA team was led by Tim Romberger, Neil Checker and Jeremy Wallach.

“Our support focused on examining the underlying attractiveness of Taminco’s market segments, the company’s competitive positioning in those segments, key operational drivers of performance (including contract terms), and forward-looking uncertainties and risks.”

APOLLO GLOBAL MANAGEMENT ACQUSITION OF TAMINCO Debt Providers

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Ernst & Young Transaction Advisory Service (‘TAS’) Belgium provided financial and tax vendor due diligence services to CVC Capital Partners for the benefit of the purchaser of Taminco Group.

The team was led by Frank Lapeirre, partner, and Hans Salaets, Executive Director, at Ernst & Young TAS in Brussels.

Main purpose of Ernst & Young’s involvement in the transaction was to provide the acquirer with insights in the key drivers underlying Taminco’s transatlantic business.

Deal contact: pyoung@youngandpartners.com

RESOLUTION PROPERTY ACQUIRE SUPERSAM SHOPPING CENTRE

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Deal contact: tromberger@marakon.com

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Peter Young

YOUNG & PARTNERS Vendor Due Diligence Provider

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Tim Romberger Environmental Due Diligence support to the Vendor

Frank Lapeirre

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Nicholas Howard Commercial Due Diligence provider

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ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from around The World TENOVA ACQUISITION OF BATEMAN ENGINEERING N.V.

GREEN COURTE PARTNERS ACQUIRES THE PARKING SPOT

Tenova, a worldwide supplier of advanced technologies and equipment for the iron & steel and mining industries, announced the acquisition of Bateman Engineering N.V., a leading equipment supplier and engineering house for the mining industry. The transaction is subject to the approval of the antitrust authorities.

Green Courte Partners, LLC, a private equity investment firm targeting niche real estate sectors, announced today the acquisition of The Parking Spot, one of the nation’s leading owner/operators of near-airport parking properties.

The Tenova Mining division now covers most of the mining industry value chain presenting itself to customers as an all-round supplier with innovative technological products and full process and commodity knowledge.

Bateman Engineering (which includes Delkor group) joins Tenova TAKRAF and Tenova Pyromet, to form a group of Excellence in mining sector, with more than 1.1 billion dollars revenues and more than 2,400 people operating in 16 countries on 5 continents.

The Company operates 17 high-quality parking properties, containing over 32,000 parking spaces, which serve 12 major airports. In addition, The Parking Spot manages another 24 parking facilities, containing over 35,000 parking spaces, serving an additional 12 major airports around the country.

Penny Pritzker, the Chairman of The Parking Spot prior to its sale, said, “Since 1998, when Marty Nesbitt first presented me with his business plan for The Parking Spot, we endeavoured to build the best ‘near-airport’ parking owner/operator in the country and succeeded.

“With this acquisition Tenova further broadens its portfolio of products in a market expected to grow constantly in the long term”, declared Gianluigi Nova, CEO of Tenova. “The Bateman acquisition will also strengthen Tenova’s global network of well rooted companies present in key markets and integrated in a flexible, customer-oriented organization.”

We transformed what was once a humdrum routine - parking your car near the airport - into a branded, unique experience. With the sale to Green Courte, I look forward to watching The Parking Spot’s continued development as one of the nation’s most innovative parking owner/operators.”

PwC assisted Tenova providing financial, tax and IT due diligence services. The PwC team was composed of Italian and South African professionals.

Commenting on the acquisition, Randy Rowe, Chairman of Green Courte, stated, “We are extremely pleased that our third fund, Green Courte Real Estate Partners III, LLC and its affiliates, has completed the acquisition of The Parking Spot. Penny and Marty’s clarity of vision has given the company a dynamic operating platform.

PwC was selected because of its long-standing business relationships with the client as well as the industry expertise of the key members of the team.

Taylor Wessing LLP advised new client Global Minerals B.V on the disposal of its entire holding of Bateman Engineering N.V. to Tenova S.p.A.

Visit ACQUISITION INTERNATIONAL Online

Partnering with management, we plan to expand The Parking Spot’s highly-differentiated, customeroriented parking services to additional markets around the country, filling in new markets with a combination of owned and leased properties as well as managed operations in smaller markets.”

TENOVA ACQUISITION OF BATEMAN ENGINEERING N.V

GREEN COURTE PARTNERS ACQUISITION OF THE PARKING SPOT

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