Acquisition International July 2011

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July Issue 2011

ACQUISITION INTERNATIONAL The Voice of Corporate Finance

Also in this issue... • International Trade • Banking Regulations • Mid Year Deal Review • Designing Global Climate Regulation

Energy, Environment and Sustainability With energy and environment at the top of the agenda for many international governments and businesses, AI speaks to the experts.

www.acquisition-intl.com


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Adding value throughout the entire transaction cycle. URS/Scott Wilson approaches asset ownership and management with the entire lifecycle in mind. Our services range from environmental, health, safety and operational due diligence assessments to quantify the costs of liabilities prior to purchase, to remediation strategies to reduce or remove financial provisions from the balance sheet, thereby increasing return on investment. With over 20 years’ experience supporting the industrial, financial and public sectors, our awardwinning team advises on over 150 multi-asset, crossborder transactions each year. For more information, contact Nick Howard at nick_howard@urscorp.com or +44 (0) 161 237 6050.

URSCORP.EU


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International Banking Regulation

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Editor’s comment

Contents

This month marks the mid way point of 2011, within this issue we examine the last six months of M&A trends, whilst comparing Q2 to Q1. All in all, deal maker’s confidence is slowly increasing with some surges of activity in Germany and the Nordic regions.

News

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Deal Guru

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On the domestic front the HMRC have launched an initiative where tax cheats face five years’ detailed scrutiny.

Lead Mandate

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The establishment of the MDD (“Managing Deliberate Defaulters”) programme will monitor the affairs of those who have deliberately evaded tax for a period of between two to five years, is the latest initiative to come from HMRC in its drive to halt the UK’s escalating tax arrears position. This is according to Steve Clancy, Partner at tax arrears specialists, MCR.

Sector Spotlight

Steve Clancy states: “MDD will closely monitor the tax affairs of individuals and businesses who have deliberately evaded tax to ensure that they are complying with their tax obligations and have demonstrated a permanent change in their behaviour. This initiative, announced a few months ago and only now being implemented, is the latest in a string of initiatives being rolled out by HMRC as it evolves its strategy to tackle what some people believe to be a mountain of £50 billion in overdue tax.” From a global perspective, with regulation ever changing, AI explores Anti –Corruption, Banking and Global Climate regulation from an international perspective. Enjoy the issue! Charlotte Abbott, Editor charlotte.abbott@acquisition-intl.com

Energy, Environment and Sustainability

International Trade International Banking Regulation International Air Transport Law Franchise Litigation and Franchise Dispute Review

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Forming an E-Business Who's Who in PI Insurance? What's in a Name? International Cartel Regulation Managing Health & Safety International Auditing & Assurance International Business Crime Defence Setting up Shop In Belize Designing Global Climate Regulation The Property Litigator The Mid Year Deal Review

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Deal Diary

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How to contact AI AI welcomes news and views from its readers. Correspondence should be sent to Acquisition International, Blakenhall Park, Barton under Needwood, Burton on Trent, DE13 8AJ. Telephone 0844 809 4788 or email reception@acquisition-intl.com. For more information visit www.acquisition-intl.com Production by Grapevine Print & Marketing Ltd. 01903 531 531.

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News

GE Capital Joint Lead Arranger on a £220m ABL Facility for Speedy Hire PLC London, 11th July 2011: GE Capital, one of Europe’s leading providers of asset based lending, today announced that it has provided Speedy Hire PLC with financing facilities of £44million as part of a club of six banks. The total facility of £220 million will enable Speedy Hire to invest in its growth strategy and enhance its plant and machinery fleet and international operations. Merseyside-based Speedy Hire is the leading UK provider of equipment rental and support services to a wide range of clients across the construction, infrastructure, industrial, and manufacturing and facilities management sectors - as well as to local trade and industry. Speedy Hire’s growth plans include increasing its UK market share by developing stronger relationships with major contractors and industrials and targeting new business from the recycling, energy, transport and water sectors. Internationally their ultimate vision is to support their customers on any major oil and gas or infrastructure project anywhere in the world. Future plans include changing the format of their UK depots to multi service centres, superstores and express depots. Steve Corcoran, Chief Executive of Speedy Hire said “We were eager for GE Capital to take a leading role in this club financing – we appreciate their depth of expertise in asset based lending, the rigour of their approach and their understanding of the plant & machinery and equipment rental sectors. We are looking forward to the flexibility and long term growth possibilities that this funding will bring us.” Stephan Caron, Commercial Director of GE Capital in the UK commented “It was clear from the start of our relationship with Speedy Hire that asset based lending would be a great fit for the business. This transaction leverages our expertise and experience in the sector and further demonstrates our objective and growth plans to increase our presence throughout the UK and Europe.” The GE team was led by Alex Bryant, Director, Corporate Structured Finance and Pierre Vinci, Associate Director, Corporate Structured Finance

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Boost to South West Businesses as new £2.5 billion fund opens for Business in Bristol 5 July 2011, Bristol – the £2.5 billion Business Growth Fund (BGF) today announced the opening of its new office in Bristol, and the appointment of Paul Oldham as its Regional Director for the South West and South Wales. It is the fund’s fourth office after openings in Birmingham, London and Edinburgh since its official launch on 19 May 2011. Stephen Welton, CEO of the Business Growth Fund, coo“While it is still early days for the Business Growth Fund, we are making good progress in our aim to establish a presence in key regions across the UK. This regional presence will allow us to get to know businesses well and work closely with those that we back. Our opening in Bristol is a key milestone and we are delighted to welcome Paul as a senior member of our investment team. We look forward to finding and investing in the South West and Welsh business stars of tomorrow.” The BGF has been established to help fastgrowing UK businesses achieve their full potential and play their part in securing Britain’s long term economic recovery. The fund is looking to back established companies with growth potential across the UK. As a general rule, these businesses will have an annual turnover of approximately £10 million - £100 million. Businesses that meet the BGF’s investment criteria will be offered long term capital of around £2 million to £10 million, in return for a minority equity stake in the company and a seat on the board for a BGF director. Since its launch in May 2011, the BGF has received a number of applications from businesses, which are now under active review, and has started to make initial investment offers. This will lead to a number

of completed investments in the second half of 2011, which is in line with expectations. The BGF team now totals 34 people, and is actively recruiting experienced investment professionals across the UK. Paul Oldham will have overall responsibility for developing relationships with businesses located in the South West of England and South Wales and for successfully executing fund investments in the region. Paul will also sit on the board of some of the Fund’s investee companies and is a member of the BGF’s national investment committee. Paul Oldham, Regional Director for the South West and South Wales commented “I am very excited to be representing the BGF in the South West and South Wales. I know, from the many years that I have spent in the region that it is home to a wide range of growing businesses. We are looking to support those businesses that fit our criteria and have the ambition, dynamism and drive to grow - in turn creating new jobs and revitalising the local and national economy. We are aiming to bring something new to the market and to broaden the financial options available to businesses. We will offer growth finance to business owners who want access to capital but do not want to sell; we will take minority stakes; and we are not under pressure to exit within a certain time frame. We are an active partner offering capital and advice.” Paul was formerly the head of LDC’s Bristol office, a South West Corporate Finance partner at Grant Thornton and a Director of the Cardiff and Bristol offices of 3i, where he spent thirteen years. During his career, he has been involved in over 40 equity investments in small and medium sized businesses.

The BGF has been established to help fast-growing UK businesses achieve their full potential and play their part in securing Britain’s long term economic recovery.


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News

Gresham backs Secondary Buy-Out of Walker Technical Resources Gresham, the UK mid market private equity specialist, today announces that it has backed the secondary buy-out of Walker Technical Resources (“Walker”) from Maven Capital Partners. The buy-out is being made via ICR Integrity Ltd, a newly formed vehicle and group brand under which other businesses in the integrity, corrosion and repair sectors can be acquired. Gresham’s backing will facilitate growth on a global scale both organically and through a ‘buy and build’ strategy. Headquartered in Aberdeen, Walker specialises in composite repairs to pipework and structural assets for the oil and gas industry. It currently employs 45 full-time staff in

Aberdeen and has export sales in over 12 international markets. The demand for engineered composite repair technology is strong as ageing assets require safe, innovative and cost effective solutions. Iain Wolstenholme, Partner at Gresham who led the deal, commented: “Gresham has been looking to invest in the integrity, repair and maintenance niche of the energy sector for some time and we are delighted to be backing this talented management team. This investment also reinforces Gresham’s reputation for buy and build.” Willie Rennie, CEO, Walker Technical commented: “The team at Walker has delivered industry-leading safety, quality and service levels. We have brought new solutions

to customers and opened up new markets. The substantial growth of the business is testament to the great team at Walker and our focus on the most advanced composite technologies in the market. I’m extremely proud of what we’ve achieved allowing us to take this next strategic step. “The creation of ICR Integrity heralds an extremely exciting time as we embark on our vision to create a group of companies on a global scale via both acquisition and organic growth and we are already progressing opportunities with Gresham to achieve this.” Gresham Partners Iain Wolstenholme and Andy Marsh will join the Walker management board. Gresham has significant experience in the oil and gas sector having previously backed the MBO of Swift, a global recruitment and relocation business focused on the oil and gas sector. Debt facilities were provided by HSBC led by Joe Windle.

Dunedin backs £44 million Management Buyout of Red Commerce UK business grown from humble beginnings to become a global success story, providing SAP experts to blue chip international businesses in 80 countries. Dunedin, the mid market UK buyout house has acquired Red Commerce, a global supplier of SAP experts to international corporations and consultancies, in a £44 million buyout. Dunedin has bought the company from the original founder Ezra Chapman and Inflexion, the private equity house that led a £15 million management buyout in 2005.

WELL CONNECTED G Good consulting is not expensive - it is an investment for success. Entrepreneurial decisions are influenced by a number of factors.. E Ultimately, the most important question is: As decision-maker, have you considered every factor and evaluated it correctly? It is our task to ensure you can ultimately answer this s question with On a clear yes. O n the basis is of our experience and resources, rces, we know precisely which alternative ve is best. And we gladly share this knowledge with you. Q Q

David Williams the director of Dunedin who will join the board of Red Commerce said: “The UK is a world leader in recruitment. Red Commerce occupies an attractive position within the global ERP software systems market with a high quality, diversified and loyal customer base. The business is exceedingly well placed to benefit from this growing international market.”

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Financial Advisory / Transactions Restructuring & Turnaround naround Management Process and Risk Management anagement Accounting Services

MEMBER OF WTS GROUP

Fortesse Consulting Fortesse sulting GmbH Thomas-Wimmer-Ring ThomasW immermer- R ing 1 80539 Munich, h, Germany T: +49 (0) 89 286 46 - 27 00 F:: +49 (0) 89 286 46 - 15 25 F info@fortesse.de .de www.fortesse.de www.f ortesse.de .de

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The Deal Guru

The

DEAL

GURU Beat Dolder

How Internet platforms augment deal prices In the sale of a company, Internet platforms are playing an increasingly important role. Applied properly, the expansion of the global network, and the transparency gained, result in deals concluded with better conditions. Entrepreneurs and their advisors can use these new tools to achieve the goals they share in common: increasing the probability of concluding a deal, and optimizing the price. Of old chairs and transparency Several years ago, my wife inherited a wooden chair with an embroidered seat and backrest. It didn’t really correspond to our idea of comfort or design, so we put it away in storage in the cellar. A few years later, in the midst of a campaign to clear out some of our old things, we decided to sell the chair. At the local flea market, with a bit of luck and half a day’s patience, we might have scored perhaps 50 Euros for this chair. But before we did that, I wanted to test a different marketplace first: I published a description of the chair with a photo on the Internet, on Ebay. Over the next 14 days, a few interested parties continued to outbid each other for the chair, and it eventually went for 520 Euros to a buyer from Germany. He even came and picked it up. Thanks to publishing the information on the Internet, we were able to achieve a

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healthy multiple of our original price expectation, and also reduced the amount of time we had to spend on the effort. Scattered all over the world, there are people who are looking for, or collecting, very specific items. Perhaps one or another of them is missing only one very specific piece to complete his collection. He would even be willing to pay a higher strategic price for that item than someone who is just starting his collection. If I want to sell a chair as a one-off event, I lack the basic knowledge about potential buyers and their current needs. It would be too time-consuming for me to determine who might be interested in these chairs. Even with intensive research, I would not have come up with the address of the man who ultimately bought the chair. And even if I did, without an auction I would have achieved a lower price, and would probably have had to deliver it myself. Agreed, a chair is not something as confidential and valuable as a business or personal relationship. Finding your partner online According to a representative online survey in Switzerland (parship.ch / July 2010), 60% of the respondents agree that the Internet is an acceptable way to meet a partner today.

Half of the singles say that they have visited an online dating site, and 14.4 percent met their partners on a digital network. We all know that the search for the right partner is time-consuming and fraught with setbacks and missteps. When it comes to the search for a partner, the Internet provides both the transparency and efficiency that are needed. So if something as personal as the online search for a partner can enjoy such a wide degree of acceptance, and moreover yields more efficient results than the conventional approaches (going out, tapping into one’s circle of friends, looking among colleagues at work), then this medium is also suitable for companies. The needle in the haystack Thanks to globalization, the catchment area encompassing the interested buyers for a company has been greatly extended. Transactions have become more international even for medium-sized companies. M&A advisors usually look for the names of potential buyers within the value chain (suppliers, competitors, customers), the market, and the technological field of their client. In this process, the Internet, databases, catalogues, directories, personal contacts, etc. all yield the necessary results. This work is indispensible and quite timeconsuming, and yet it still does not identify all the eligible candidates: The advisor cannot


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The Deal Guru

be familiar with the strategies of every single market participant. How could a company advising an Austrian tunnel builder know that a Swedish construction company would like to acquire a tunnel builder in Austria, if they do not make this intention public? What is missing is the necessary transparency. Getting over prejudices As with our chair, so it goes with the sale of a company: The more high-quality prospects you are able to address and engage in an auction, the higher is the probability of concluding a deal, and the more advantageous the conditions will be for the seller. As before, advisors should carry out research and contact potential buyers directly. Complementing this activity, however, advisors can also present the company to be sold anonymously, e.g. on the Internet platform www.dealgate.com. Here, companies are described in such a way that they are not even identifiable by industry insiders. Advisors already do this today by sending out teasers. There are advisors who distribute lists of their current transactions, or publish them on their website. This is a first step towards transparency, but it isn’t confidential enough: Such lists are not searchable and they don’t report relevant news such as an Internet platform can do. The lists can also be forwarded, and the website can be viewed by anyone. Transparency is a current mega-trend (see Wikileaks, Facebook, LinkedIn, etc.). Nevertheless, as a user I want to decide for myself how much information I will make available, to whom, and at what time. There are platforms everyone has access to. This

degree of transparency is not recommended for businesses. On DEALGATE, only M&A professionals who meet certain quality criteria are admitted as members. On this site, the blind profile of a company is only available to be seen by previously defined member groups. This system is more confidential than sending short profiles. Using the tools intelligently In the case of our chair, a lower selling price would not have been a financial drama. For an entrepreneur, however, a large portion of his wealth is tied up in his own company. He sells this company once in his life. The proceeds of the sale can make a difference in how his retirement is financed, as well as in the prosperity of his descendants. Advisors are also interested in achieving the best possible selling price. That is why they should also use the latest online price optimization tools. About the author: Beat Dolder has worked for over twenty years in corporate finance and M&A. He is the founder and chairman of Dolder Corporate Finance (www.doldercf.ch) and Dealgate AG (www.dealgate.com).

Seestrasse 99a CH-8702 Zollikon Office +41 (0) 44 918 04 80 Mobile +41 (0) 79 431 94 64 dolder@doldercf.ch www.doldercf.ch

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Lead Mandate

Energy, Environment and

Sustainability I

n 2011 to date, almost 5% of global buyout deals have been focused on the energy and power sectors. The aggregate global value of deals over the period has fluctuated greatly in recent years, often rising sharply due to mega-sized deals such as the $45bn take private of Energy Future Holdings Corp (formerly TXU) in 2007, and the $22.4bn acquisition of Kinder Morgan in 2006. Buyout deal-flow in the energy and power sector peaked in H1 2007, with almost $60bn in deals completed during that period, before declining heavily with the onset of the global financial crisis; however, we have witnessed resurgence in energy and power buyouts in H1 2011, with $15.3bn in deals completed. This represents more than three times t h e whole of deal-flow in 2010. The largest energy deal in 2011 to date has been the $3.5bn acquisition of Frac Tech Holdings by a consortium of investors including RRJ Management, Temasek Holdings Chesapeake Energy Corporation, and the CPP Investment Board. In relation to deals by region, the majority of deal-flow has traditionally been focused on North America-based companies, with recent years seeing an increased focus on European energy deals. While 70% of energy deals were completed in North America in 2006, this has reduced in recent years, with the region now accounting for around half of all energy deals. Europe on the other hand has witnessed a sharp increase in market share, representing 20% of deals in the sector in 2006 but increasing to over 30% of energy and power deals in 2010 and 2011. The Asia and Rest of World region has

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consistently represented over 10% of energy deals globally, largely accounted for by deals made in Australia, Brazil , India and Singapore. Acquisition International speaks to Meyer Van Den Berg, an associate at Koep & Partners, Windhoek, Namibia, who is currently reading for a PhD in petroleum law at the University of Cape Town and Guilherme Barbosa Vinhas, Vinhas e Redenschi Advogados’s partner and attorney in corporate law, commercial law, civil law, administrative law and regulatory affairs, with emphasis on oil and natural gas. Koep & Partners was established in 1982 by now Senior Partner Peter Frank Koep. The firm specialises in general corporate and commercial work, litigation, property law and natural resource law. Peter Koep and I regularly advise clients on the regulatory framework for mining, energy and the environment in Namibia and conduct due diligences for large mining and oil and gas companies. We also regularly publish in these areas. Recently, we co-authored two chapters in Environmental Law and Policy in Namibia. Vinhas e Redenschi Advogados -VRA, is a general practice law firm specialized in key areas of business law. The firm has offices located in Rio de Janeiro, São Paulo and a bureau in Madrid in association with an important local law firm. VRA is permanently engaged in debates and projects to develop legislation in order to improve the legal environment for doing business in Brazil. We have worked as attorneys for the Petroleum National Agency in the legal departments of the major companies in the sector, so we are skilled in assisting companies that operate in the oil and gas industry, in exploration and production (upstream), refining and transportation (midstream) and distribution and resale (downstream). VRA also provides legal consulting to the industries to attend the environmental protection laws, in the federal, state and municipal spheres. Fabricio Do Rozario Valle Dantas is partner of Vinhas e Redenschi


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Lead Mandate

Advogados, specialized in regulatory affairs with emphasis on oil and natural gas, administrative law and environmental law. He is also State Attorney of the State of Rio de Janeiro, Former Deputy Secretary of Treasury of the State, former State Attorney of the National Treasury, former Representative of Treasury at the Council Taxpayers of the Ministry of Finance.

environmental legal prosecutor’s office, environmental police office, on civil and criminal inquiries, public civil actions and criminal proceedings related to environmental issues. Moreover, the firm undertakes due diligences in order to analyze if the environmental legislation is being complied and if other legal aspects are being attended. The firm also follows the edition of environmental legislation.

In terms of your Energy & Environment expertise, how does your firm stand out from local and international competitors? Meyer Van Den Berg: “Apart from acting for some of the largest national and international mineral and oil and gas companies, we also publish regularly in these fields in accredited academic journals and practice-oriented journals. We also work closely with government officials.”

“VRA has extensive experience in handling concession agreements for the exploration and production of oil and gas, acting on behalf of concessionaire companies in all negotiations with the regulatory agencies, in the interpretation of contract clauses and fulfilment of obligations. We have the technical and legal knowledge of the contracts used by the regulatory agencies that these types of negotiations demands. We have similar expertise regarding agreements between concessionaires and service providers.”

Fabricio Do Rozario Valle Dantas: “VRA works with the environmental organisms to obtain and regularize environmental permits of industries and activities, on environmental impact Assessment (EIA), on Reference Terms, and on the elaboration of administrative appeals due to the administrative inspection of the environmental organisms (CETESB/SP, FEEMA/RJ, IBAMA and others). The firm acts on the

Guilherme Barbosa Vinhas gvinhas@vradv.com.br www.vradv.com.br Rua do Mercado, 11, 16º e 17º andares, Centro 20010-120 Rio de Janeiro RJ + 55 21 2197 7677

Fabricio Do Rozario Valle Dantas fdantas@vradv.com.br www.vradv.com.br Rua do Mercado, 11, 16º e 17º andares, Centro 20010-120 Rio de Janeiro RJ + 55 21 2197 7677

How is your jurisdiction responding to the present energy pressures? How are you trying to meet demand whilst minimizing further damage? Meyer Van Den Berg: “The energy sectors in Namibia, especially oil and gas and uranium, have to date, been relatively underexplored and underdeveloped. However, in light of the rapid global decline of energy sources, southern Africa

Proportion of Energy & Power Buyout Deals by Region: 2006 - 2011 H1

Aggregate Value of Energy & Power Buyout Deals by Region: 2006 - 2011 YTD ($bn)

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Lead Mandate

and particularly Namibia has become increasingly attractive to players in the energy industry, especially in light of promising discoveries of uranium and oil and gas in Namibia. “The regulatory framework for energy and the environment has, however, not kept up with the swift growth. So, for example, while Namibia is one of the most arid countries in the world, the regulatory framework for water dates back to 1956. There is also at this stage no general regulatory framework for the environment in Namibia. The biggest concern for the energy and the environment in Namibia is that statutory provisions relating to energy exploitation and the environment is scattered throughout various acts and ordinances. “Many concerns relating to energy and the environment are addressed through negotiations between interested parties and line Ministries. For example, the Minister

of Mines and Energy may request an applicant for a mineral or petroleum licence to establish an environmental rehabilitation trust before a licence is granted. We are often involved in negotiating with the Ministries and helping clients with the establishment of such trusts. “Despite the above, the regulation of energy and the environment is also receiving increased attention by government. A new Water Resource Management Act 24 of 2004 and Environmental Management Act 7 of 2007 have been accepted and passed by Parliament, but neither is in force yet. Furthermore, government recognizes the need for promoting renewable energy and sustainable development of natural resources and protection of the environment is provided in the Constitution of the Republic of Namibia, 1990. There are also various reports and projects underway looking at issues such as renewable energy.”

Meyer Van Den Berg meyer@koep.com.na www.koep.com.na 33 Schanzen Road, Windhoek, Namibia 00264.61.382.800

Alcira Ayala C.R. & F. Rojas Abogados alcira@rojas-lawfirm.com www.rojas-lawfirm.com

Number and Aggregate Value of Energy & Power Buyout Deals: 2006 - 2011 H1

Number of Energy & Power Buyout Deals by Region: 2006 - 2011 H1

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International Trade

International Trade: Surviving & Thriving in the Crisis

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ost businesses trying to survive (let alone thrive) in these challenging economic times are forced to look beyond their domestic boundaries. Trading internationally allows a company access to a universe of potential clients, to diversify risk and make better margins by taking advantage of currency strategy. Global markets are increasingly opening up, communication is instantaneous and the opportunity to buy and sell products and services on the global level is getting easier. For many businesses international trade is an integral part of their business model. Acquisition International speaks to Ravi Kini, Managing Attorney at M.V. Kini & Co. Advocates & Solicitors about international trade in India and Santiago Wills, associate Andrés Forero consultants at Lewin & Wills Attorneys at Law about trading with Columba. Established in 1978, MV Kini & Co, presently has 150+ lawyers advising on Infrastructure Contracts, Project financing, Banking, Corporate and Commercial laws, FEMA, litigation, arbitration, international trade disputes, aviation and transport, property, labour and service matters, environmental law, WTO law, etc.

Wills, comprised of the most qualified experts in their areas of practice, is suited like no other to advice foreign and national companies in successfully developing their business projects in Colombia. Lewin & Wills is a founding member of the Latin American Tax and Legal Network (LATAXNET), providing legal services through a network of outstanding law firms in North and Latin America, which allows us to coordinate business projects in different jurisdictions within the region. What are the laws and regulations that govern international trade in your jurisdiction? Ravi Kini: “The International Trade is mainly governed by the Export Import (EXIM) Policy. The Directorate General of Foreign Trade (DGFT) is responsible for implementing the Foreign Trade Policy and also for introducing various schemes and guidelines for export and import. The Government of India, Ministry of Commerce & Industry’s New Foreign Trade Policy for the Year 2009-2014 and its annual supplement for the year 20102011. Other applicable laws are Custom Act, 1962, Customs Tariff Act, 1975, FEMA, Foreign Trade (Development & Regulation) Act, 1992 and Central Excise Act, 1944.”

Lewin & Wills Attorneys at Law is a Colombian renowned boutique Firm founded over 30 years ago in Bogotá. Its practice focuses in Tax Law, Foreign Exchange Law,

Santiago Wills: “Colombia has become a very interesting jurisdiction for foreign companies to invest in and trade with. Being a Member of the World Trade Organization (WTO), as well as party to the Latin American Association for Integration (ALADI) and Member of the Andean Community of Nations (CAN), Colombia makes part of a strong and solid multilateral and regional framework on international trade. Colombia has signed several Free Trade Agreements (FTA) and Bilateral Investment Treaties (BIT) with its main trade partners, including Canada and Switzerland, guaranteeing a better and preferential access to Colombia’s and its trade partners’ markets and providing a high level of investment protection. From the core of the Constitution, through Law 6 of 1971, Law 7 of 1991 and Decree 2687 of 1999, among other regulations, the trade policy and

International Trade and Customs, Oil and Mining, Estate Planning, Corporate Law, and Foreign Investment. The team at Lewin &

customs regime was established. It allows for trade and customs advantages for national and foreign producers, exporters, and

Ravi Kini: “MV Kini & Co is empanelled lawyers for the National Highways Authority of India, Air India Limited, IATA, Brihan Mumbai Electricity Supply and Transport Undertaking and others. We also advise in projects for Railways, Metro Rail, etc. “With our pan India presence and on the strength of our dedicated lawyers specializing in various fields, we are able to offer the best advice both in Litigation, International Trade, and Intellectual Property Rights and in corporate matters with less turnaround time and on enviable rates.”

investors through means of a variety of trade and customs instruments, such as the use of Free Trade Zones.” What are the key benefits of trading with your jurisdiction? Ravi Kini: “One of the key benefits India has is its large market in terms of number of countries it is having foreign trade relationship and also in terms of a huge number of consumers. If seen in the context of SARRC, the entire market is larger than of EU and US. This gives a tremendous scope, to both importers and exporters. The scope of trading with India is further expanded due to the change in government attitude by reducing the high tariff and tax rates.” Andrés Forero: “With a unique geographical position, having access to the Atlantic and Pacific oceans, a market of over 45 million people, and an estimated economic growth of over 5% for 2011, Colombia offers a variety of products that are nowadays being traded in important quantities. Such is the case of oil, hydrocarbons, industrial manufactured products, and agricultural products, among many others. In the following years, Colombia seems to be a promise of good investment and opportunity for foreign companies seeking to expand their activities in Latin America. The energy sector is having a significant leap in development and the government is securing strong foreign investment with a deep compromise of protection.” Ravi Kini ravikini@mvkini.com www.mvkini.com Bilquees Mansion, 261/263 D.N. Road, Fort, Mumbai-400 001 (+91) 22-2261 2527 / 28 / 29 (+91) 22-2261 2530

Santiago Wills, Andrés Forero swills@lewinywills.com, aforero@lewinywills.com www.lewinywills.com Calle 72 No. 4 – 03, Bogotá, Colombia +57 1 312 55 77

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International Banking Regulation

International Banking Regulation It’s no secret that the international banking sector is emerging from the worst crisis and period of embarrassment in recent history. Governments around the world bowed down to pressure from major financial centres and regulation simply fell down in the list of priorities. Faults in bank regulation were not the direct or only cause of the economic downturn but the crisis certainly pointed out the faults in the previous regulatory system and has encouraged policy makers to restructure the national and international systems. Acquisition International speaks to Charles R. B. Rwechungura, the Managing Partner and founder of CRB Attorneys (now trading as CRB Africa Legal) about Banking Regulation in Tanzania.

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RB Africa Legal is a leading Tanzanian full service commercial law practice committed to delivering services in a rapid, responsive and proactive manner and priding itself on the technical excellence and transactional experience of its lawyers and their ability to provide complex advice clearly, simply and concisely.

interest rates, and other know-your-client procedures are not strictly followed by Commercial Banks and when legal issues do arise it is apparent that the Banks actually did not follow the prescribed banking procedures for that particular transaction.”

How do the regulatory authorities enforce banking laws and regulations In Jurisdiction? Charles R. B. Rwechungura: “The Bank of Tanzania (BOT) is the supervisor of all banks and financial institutions in Tanzania Penalties are enforced for non-compliance with prescribed guidelines and regulations such as fines, imprisonment, disbarment of directors or senior officials from involvement in the banking sector and winding up in extreme cases.”

How has the economic crisis altered banking regulation in your jurisdiction? Charles R. B. Rwechungura: “There have not been major changes to the regulations governing the banking sector, save for the interventions by BOT in which it has helped Banks to have more liquidity where by the interbank overnight rate was on average 1 percent while that of weighted average treasury bills was ranging between 4.7 per cent, 5 per cent and 6 per cent. Tanzania is now reviewing the Investment rules and wants to allow foreign subjects to invest in treasury bills.

What are the most common enforcement issues in your jurisdiction and how have they been addressed by the regulators and the banks? Charles R. B. Rwechungura: “BOT sets out guidelines and regulations for banking activities. The major enforcement issues is that Commercial Banks and financial Institutions do not strictly follow the guidelines set out by the BOT. Issues such as loans,

“Furthermore, the government has also formed the Financial Sector Regulatory Authority. It has also established an early warning system using selected financial soundness indicators. Oversight of the banking system has been intensified. The BOT has established a financial stability department that provides regular financial stability reports, whereas the BOT holds, on a daily basis, surveillance meetings to ensure stability in the financial sector and

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International Banking Regulation

availability of appropriate level of liquidity in the system.” Can you please describe the extent in which the government has taken ownership interest in the banking sector in your jurisdiction and define legal and regulatory implications for entities that control banks? Charles R. B. Rwechungura: “Currently, the government has taken limited ownership interest in the Banking sector. As of now the Government currently owns a 30% stake in National Bank of Commerce. Entities/persons that control banks are not subject to any direct legal and regulatory controls under the Banking and Financial Institutions Act (BFIA). However, in performing its role as supervisor of banks, certain legal and regulatory controls on these banks relate to entities / persons

that control banks. As an example, the requirements relating to compliance with capital adequacy of banks by necessary implication require injection of capital by the shareholders to maintain the required capital levels, in those cases where the control is by virtue of share ownership to the level specified in the BFIA.” Have you seen any evidence of sustainable investments in your jurisdiction? Charles R. B. Rwechungura: “The Banking Industry in Tanzania has grown rapidly in the last 5-10 years with more than 20 commercial Banks involved in numerous local and cross border transactions. In furtherance of that there has also been a boom in Microfinance banks and financial Institutions showing evidence of a sound investment opportunity in the Banking Business in Tanzania.”

Charles R.B. Rwechungura c.rwechungura@crbafricalegal.com www.crbafricalegal.com 6th Floor Amani Place, Ohio Street P.O. Box 79958 Dar-es Salaam Tanzania +255 (0)784 507 429 +255 222 135 637 +255 222 135 638

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International Banking Regulation Kunihiko Morishita and Takehiro Shibuya Izumi Garden Tower 6-1, Roppongi 1-chome, Minato-ku, Tokyo Email: kunihiko.morishita@amt-law.com Email: takehiro.shibuya@amt-law.com Tel: 81-3-6888-1000 Web: www.amt-law.com/en Anderson Mori & Tomotsune, one of the largest law firms in Japan, was formed on January 1, 2005 from the merger of two firms, Anderson Mori and Tomotsune & Kimura.

“If a bank becomes insolvent, the Bank of Japan may provide liquidity, and the Deposit Insurance Corporation of Japan ("DICJ") performs many roles in the protection of depositors and the entire financial system through the acquisition of their shares and so on in accordance with the Deposit Insurance Law ("the DIL", Act No 34 of 1971).”

“We have considerable experience in banking and related regulations, including the provision of advice to clients on governmental regulatory matters. Our typical clients are, among others, Japanese-Banks, securities companies, insurance companies, listed companies, and foreign-affiliated companies which conduct business internationally.”, Kunihiko Morishita, a partner at Anderson Mori & Tomotsune says. “The principal source of regulation for banks engaging in business in Japan is the Banking Act (Act No 59 of 1981), to which all banks are subject. The Banking Act also regulates holding companies whose subsidiaries include banks.” Takehiro Shibuya, an expert in banking and regulatory matters explains. “Under the Japanese regulatory framework, the Banking Act is, in principle, applicable only to so-called commercial banking activities. Banks engaging in investment banking activities are regulated under the Financial Instruments and Exchange Act (Act No. 24 of 1948). The principal regulator of the banking industry is the Financial Services Agency of Japan ("the FSA"). A portion of the FSA’s authority is delegated to the Securities and Exchange Surveillance Commission ("the SESC") in relation to investment banking activities and other securities businesses. ” “The FSA, as well as other relevant regulatory authorities including the SESC, conduct inspections by visiting Banks periodically. Banks must, in practice, disclose any and all information they hold to the regulatory authorities. From the point of transparency, inspection is carried out in line with the Financial Inspection Basic Guidelines, which lay out basic approaches to and procedures for financial inspection. ”

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“We have considerable experience in banking and related regulations, including the provision of advice to clients on governmental regulatory matters. Our typical clients are, among others, Japanese-Banks, securities companies, insurance companies, listed companies, and foreign-affiliated companies which conduct business internationally.”


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International Air Transport Law

International Air

Transport Law Ravi Kini ravikini@mvkini.com www.mvkini.com Bilquees Mansion, 261/263 D.N. Road, Fort, Mumbai-400 001 (+91) 22-2261 2527 (+91) 22-2261 2528 (+91) 22-2261 2529 (+91) 22-2261 2530

2011 MARKS THE end of the most difficult decade in aviation history; the industry has faced challenges on an unprecedented scale and businesses operating in the market place have had to make quick and significant changes to their business plans in order to survive. Acquisition International speaks to the experts… Ravi Kini is the managing attorney at M.V. Kini & Co., a full service law firm empanelled for the Air India Limited, IATA, Brihan Mumbai Electricity Supply and Transport Undertaking, Dedicated Freight Corridor Company Limited and others. The Firm also advises in projects for Railways, Metro Rail, etc. Ms. Serap Zuvin, is the founding partner of Serap Zuvin Law Offices, a full service law firm one of the expertise areas of which is Commercial Aviation Law. How does your firm stand out from local competitors in terms of the services you offer? Ravi Kini: “With our pan India presence and on the strength of our dedicated lawyers specializing in their respective fields, we are able to offer the best advice both in litigation and in corporate matters with less turnaround time and on enviable rates.”

Maslak Mahallesi, Meydan Sokak, No:1 Beybi Giz Plaza Kat: 31 Daire: 121 34398 Maslak Şişli/#stanbul. Tel : +90 212 280 74 33 office@zuvinlaw.com.tr

Serap Zuvin Law Offices: “Being a heavily regulated area under Turkish laws, being involved in aviation law and having the ability to render legal advice requires for a significant know-how/expertise on the field.

“Representing aviation companies, aircraft/spare part manufacturers and financiers for such a long time, Ms. Serap Zuvin has the industrial knowledge and the aptitude to understand the needs of the clients. She has many valuable contributions to the industry with her publications, webcast participations etc. She has advised to US Exim in its first Turkish aircraft financing to Turkey and Coface back in 1997.” Which are the primary aviation laws in jurisdiction? And what regulative bodies govern them? MV Kini & Co: “The aviation sector is primarily governed by the Aircrafts Act, 1934, Airports Authority of India Act, 1994 and Airports Economic Regulatory Authority of India Act, 2008. The main bodies

which regulate aviation in India are Directorate General of Civil Aviation (DGCA), Ministry of Civil Aviation (MCA) and Airports Authority of India (AAI). The Bureau of Civil Aviation Security (BCAS) is the regulatory authority responsible for aviation security in India.” Serap Zuvin Law Offices: “Turkish Civil Aviation Law (“CAL”) is the main aviation law in Turkish jurisdiction. Civil Aviation Directorate of the Ministry of Transportation of the Republic of Turkey is the responsible authority for implementing aviation laws and the Turkish courts come into scene in case of a dispute, unless it is agreed otherwise.” Can you please explain what systems and procedures are currently in place to prevent air accidents/deaths? What Insurance requirements are in place? Serap Zuvin Law Offices: “For example, providing for a third party liability insurance is mandatory under Turkish law and in addition, maintaining an insurance coverage which insures the aircraft itself against any damages which may occur on the same is necessary from Turkish law point of view, in case of a cross border aircraft financial lease transaction.” How is air transport regulated in terms of safety and maintenance in your jurisdiction? MV Kini & Co: “The Bureau of Civil Aviation Security (BCAS) is the regulatory authority responsible for aviation security in India. It is headed by an officer of the rank of Director General of Police and is designated as Commissioner of Security (Civil Aviation). The arena of aviation is a harsh environment from the basic medium the aircraft flies in to the lubricants, fuels and additives used and even the basic materials in the structure. A system known as the Materials Safety and Data Sheets (MSDS) provides maintenance people and handlers knowledge about.” What are your predictions, regarding M&A activity in Aviation over the next 12 months? Serap Zuvin Law Offices: “There have been many M&A activities in the world for the past two years; e.g. British Airways merged with Iberia Airlines. Moreover United Airlines merged with Continental Airlines and created the largest airline in the world. One other merger transaction has occurred between Lufthansa and Austrian Airlines. “Similarly, in Turkey, Atlasjet and Turkish Cypriot Airlines reached a fifty – fifty profit sharing agreement and a joint venture; whereas Pegasus airlines acquired IZair (Izmir Airlines) which is also a Turkish airline company. There had been media news on Turkish Airlines being interested in acquiring shares of Serbian Jat Airways. Furthermore, various other media news has appeared recently stating that Pegasus Airline is attracting major European airlines for possible cooperation. “In the light of such recent global approach on M&A activities in aviation sector; we believe that the M&A activities are likely to continue in the upcoming years.”

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Franchise Litigation and Franchising Disputes Review

Franchise Litigation and Franchising Disputes Review F

ranchise disputes arise frequently, not because franchisors are necessarily keen to have a fight with their franchisees or the other way round, but because franchise agreements are complex and last for such a long period of time. As franchise agreements are known for being the cause of disputes between franchisee and franchisor, it is important to for both parties to seek professional advice from highly skilled individuals with specific knowledge within this field. Franchising requires a level of specialist expertise right from the beginning to ensure a smooth transition and the development of a successful relationship between franchisor and franchisee. Acquisition International speaks to the experts.

Mr. Dan-Michael Sagell is the founder and senior partner for the Swedish law firm Sagell & Co. Advokatbyrå. The firm specializes in franchise contracts and other contracts that are usually connected with a franchise contract such as lease agreements being either for the premises or the equipments. Additionally, merger & acquisition regarding franchised businesses. Mark Lello is the Managing Partner of Parker Bullen LLP, Solicitors based in the South of England. The firm has offices in Salisbury and Andover and provide services to clients in our local marketplaces of Wiltshire and Hampshire as well as further afield, including internationally. Please describe a typical client? Mr. Dan-Michael Sagell: “The typical client can be a franchisor that wants the up-date their standard franchise agreement or wants to expand its franchise concept outside Sweden. It can also be a foreign franchisor moving its franchise concept into Sweden. Finally, there are also the franchisees that want to sue their franchisor arguing breach of contract.” Mark Lello: “The typical client is one who has built up a successful business, perhaps in a niche area, and is looking to expand that beyond its core marketplace. Through discussion with us they will have decided that organic growth is not a viable option and that acquisition might be too expensive. They are typically keen to replicate the concept that they have developed in another city or area and see franchising as the best means of achieving this. In the course of developing their plans they will look to us to assist them

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in relation to the drafting of the franchise agreement, the registration of the requisite trade marks and also the drawing up of ancillary documentation such as confidentiality agreements and in some cases the drawing up of the operations manuals. They will then need our advice in relation to issues that may arise where franchisees are unable or unwilling to comply with the rigours of the franchise agreement or associated manuals and may seek to avoid the payment of requisite fees and/or set up in competition with our client.” How does your firm stand out from competitors in terms of the services you offer? Mr. Dan-Michael Sagell: “Our firm is a boutique firm with special knowledge about franchise. Most business law firms in Sweden do not have that know-how in-house. Why are franchise agreements so complex? Mr. Dan-Michael Sagell: “Because there is no written law that spells out what a franchise agreement must contain. A franchise agreement is governed by the general principle of freedom of contract. A franchise agreement regulates the rights and obligations of the franchisor and of the franchisee. Consequently, any right or obligation that can not be found in the agreement does not exit between the parties in question.” Mark Lello: “Franchise agreements are complex because they need to record a relationship that is unlike any other in the business world. In particular, the franchisor needs to have a tight set of rules to constrain the franchisee from doing things which would be detrimental not only to the direct relationship between them and the franchisor, but also the network as a whole. So long as the franchisor can keep control of all of the franchisees in a firm but even-handed way, the value of the network and each individual part of it is able to grow. “It is also often the case that franchisees may only have a modicum of business experience and so the agreement attempts to guide them through the key areas which would otherwise be difficult to record, such as what happens if the key individual in the franchise outlet becomes ill, incapacitated or, worse still, dies. Another scenario would be where a franchisee wishes to sell their


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Franchise Litigation and Franchising Disputes Review

operation and the agreement can provide for this to happen in an orderly way so that the incoming franchisee is properly vetted and trained before they take over the business being sold. “It is also fair to say that the BFA do require franchise agreements to contain particular features, which in turn means that the forms of our agreements are vetted by them to ensure that these elements are present.” What is the most common point of the agreement that the franchisee/franchisor fall out upon? Mr. Dan-Michael Sagell: “One of the most common point for disputes is that the franchisee claims that he is not receiving such a level of support from the franchisor that justify the amount of the monthly franchise fee.” Mark Lello: “Common points of the agreement that franchisees and franchisors dispute are as follows. “Minimum performance targets are a problem area because franchisors seek to impose them and franchisees often resist them. If a performance target is not met, the debate commonly centres on whether or not the franchise was a bad concept or the franchisee was not carrying out the right activity or enough of it to make the franchise a viable one. “Another area of concern is where franchisors do not provide sufficient support to the franchisees when they need help and sometimes the promise of helplines and visits is not always backed up in practice. This can lead the franchisees in some cases to claim that there was a total failure of consideration, in which case the agreement is severely undermined and in some cases can be repudiated. “Following termination of an agreement, some franchisees seek to continue to run a business substantially in the same form as they did when they were franchisees. The problem here is that they are often prevented from doing so by restrictive covenants in the agreement and do not always accept that these are valid.” What steps can the franchisor/franchise take to avoid disputes in the future? Mr. Dan-Michael Sagell: “Be even more open and clear in the information to the franchisees so that not any unnecessary misunderstanding is spread among the franchisees.” What role do you play in setting up a franchise and what do you bring to the deal table? Mr. Dan-Michael Sagell: “I bring to the table my know-how regarding franchise agreements and my experience on how these agreements fare when tested in reality. Positive or negative, what are your predictions for the future of franchise law within your jurisdiction? Mr. Dan-Michael Sagell: A disclosure law was promulgated in Sweden in 2006. This law has yet to be tested by court. Until then, there will be no additional law in Sweden aiming only at franchise agreements.

Sagell & Co. Advokatbyrå Dan-Michael Sagell dms@saglaw.se www.saglaw,.se Biblioteksgatan 3, P.O. Box 7174, SE-103 88 Stockholm T: +4686115542

Parker Bullen LLP, Solicitors Mark Lello Mark.lello@parkerbullen.com www.parkerbullen.com 45 Castle Street, Salisbury Wiltshire, SP1 3SS. T: 01722 412000 MEYER-KÖRING Rechtsanwälte und Steuerberater Bonn · Berlin Oxfordstraße 21 Sterntorhaus 53111 BONN Telefon 0228 72636-32 Telefax 0228 72636-77 E-Mail: giesler@meyer-koering.de www.meyer-koering.de

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Forming an E-Business

Forming an E-Business While the search for opportunities to cut costs is still a valid motive for e-business activity, the most innovative firms have discovered and been exploiting the potential of ICT for delivering against key business objectives for some time. E-business can be exciting and rewarding, that is if the business owner doesn’t make the mistake of overlooking fundamental commercial and business laws; proper legal, tax and business advice is essential in establishing any business. The best professional advice is especially needed for internet businesses that are potentially subject to the taxes and laws of the world! Acquisition International speaks to the experts…

Hon. Nimrod E. Mkono Mkono & Co nimrod.mkono@mkono.com www.mkono.com Tanzania

Peter Wyllie TEP Helmores Wealth Ltd peter@helmores.co.nz www.helmoreswealth.com New Zealand

Gordon Oldham Oldham Li and Nie gdoldham@oln-law.com www.oln-law.com Hong Kong

Sofia Grafanaki Corina Fassouli Grafanaki & Ass. lawofmf@otenet.gr www.cfgalaw.com New York

Sym Otike-Odibi Johnson Bryant info@johnsonbryant.com www.johnsonbryant.com Nigeria

Nadia Rinawi RAK Europe@rakftz.com www.rakftz.com Germany

Mr. Hemant Kumar Goyal Global Jurix info@globaljurix.com www.globaljurix.com India

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Mrs. Joy Godfrey Cititrust jgodfrey@cititrust.biz www.cititrust.biz Belize

Nabil Farag NB Law nbllaw@interlink.com.eg www.nbllaw.com.eg Egypt

Who is a typical client? Nadia Rinawi: “A typical client is an SME or entrepreneur who is looking to setup a company in the booming GCC market in order to benefit from the opportunities that RAK and the United Arab Emirates (UAE) offer – being a hub between Europe, Asia and Africa.” Peter Wyllie: “A typical client for Helmores Wealth Limited would be either an intermediary that provides incorporation or fiduciary services to a consumer, or the consumer. The consumer in both circumstances would not be resident in New Zealand, and considered to be a high net worth individual or corporate.” Gordon Oldham: “Our typical ecommerce clients share in common the desire to use Hong Kong as a stepping stone to China. The sometimes heavy handedness of China in its attitude towards the Internet and Hong Kong's position as a leading digital city in the world together with our low tax, rule of law and e-business readiness and economic ties with China put us in the forefront of ecommerce within the region.” What are you specific areas of expertise when it comes to forming an online company? Nadia Rinawi: “RAK Free Trade Zone Authority introduced the Flexi-Desk concept in the UAE that allows companies to obtain a business license and to access their phone number and mail from anywhere in the world through our business center services.”


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Forming an E-Business

Peter Wyllie: “Our specific areas of expertise in forming an online company include: due diligence investigations, drafting bespoke company constitutions (memoranda and articles), incorporation, opening bank accounts and registration with the local taxation authority. Basically the full suite of incorporation services.” Sym Otike-odibi: “ We advise the client on the choice of business vehicle, sole proprietorships, joint ventures, fully foreign owned companies, partnerships, corporations all the way through financing decisions, diversification efforts, reconstructions, mergers ,intellectual property registration and enforcement actions, debt and equity restructuring, dissolutions and payment options best suited for the client’s operations.” “We also ensuring the proposed company’s ability to meet and comply with all the requirements for incorporating a company in Nigeria as provided by the regulatory regimes relevant to the particular industry or sector.” Nimrod E. Mkono: “The laws regulating the Internet and doing business online are still evolving. However, many of the fundamental legal requirements for transacting business online remain the same as those for doing business the traditional way. In this regard, we bring an extensive track record of representing businesses across a broad range of industries, providing services on all matters relating to constituting and operating a new business.” Gordon Oldham: “With a great deal of experience behind us in establishing HK subsidiaries for European/US corporations and knowledge of the tax implications in doing so and with several of our lawyers having IT and Retail experience we have developed a wide experience in this particular area.” Please describe the legal requirements when it comes to setting up an e-based company in your jurisdiction? Nadia Rinawi: “The minimum facility that a company has to obtain to be allowed to register in the UAE is the Flexi-Desk. When it comes to Consulting Licences, the General Manager of the company also has to prove that he is qualified in the relevant field. Nimrod E. Mkono: “The legal requirements for setting up an e-based business entity in Tanzania do not differ from that for setting up a traditional brick-and-mortar going concern. The requirements for incorporating a local company in Tanzania are as follows: i. The name of the proposed company will have to be cleared by the Companies Registry to ensure that there is no similar name in the Registry or that the name is not unsuitable on public policy grounds; ii. The principal objectives of the company – including operating as an online company – and constituent terms of the proposed company; iii. The share capital of the company and the nominal value of each of the shares (par value); iv. The names, addresses and nationalities of the shareholders (there must be at least two members) and their proposed share holdings in the company; v. The names of at least two first directors of the proposed company;

Mkono & Co. is a leading East-African law firm headquartered in Dar es Salaam, Tanzania. The Firm was founded in 1977 by its managing partner, the Honourable Nimrod E. Mkono, who has spearheaded the Firm’s remarkable growth to become not only Tanzania’s leading law firm, but also, a prominent and highly regarded corporate, commercial and financial practice in EastAfrica. Helmores Wealth Limited developed out of the law firm known as Helmore Ayers which has been in practice since 1884 .Peter Wyllie is director of the company and also a partner of the law firm. Sym Otike-odibi is Partner, and head of the Corporate and Commercial Law Group at JOHNSON BRYANT. A firm that caters and serves foreign Corporations interested in incorporating a Nigerian subsidiary or an individual interested in incorporating a company in Nigeria for business purposes that require not just an incorporated company but regulatory and business advisory services. Established in 2000, RAK Free Trade Zone are one of the fastestgrowing and most cost-effective free trade zones in the UAE and home to some 5,000+ active companies. Nadia Rinawi is Head of the International Offices of RAK Free Trade Zone. Hemant Kumar Goyal is Founder and Managing Partner Heading Corporate and IPR division at Global Jurix, Advocates & Solicitors. Oldham Li Nie is one of the leading commercial law firms in Hong Kong where it has just been awarded Law Firm of 2011. OLN also has a Shanghai office giving it reach into China. OLN specialises in commercial matters as well as dispute resolution and Intellectual Property. Gordon Oldham is the founding partner and next year celebrates 25 years since its creation.

vi. The name and address of the company secretary of the company; and vii. The proposed registered office of the company in Tanzania. Gordon Oldham: “There are no more stringent legal requirements for an e-commerce entity than for any standard corporation which, if on an off-the-shelf basis can be up and running within 24 hours or in terms of formation of a brand-new corporation, within seven days. Bank accounts will normally take 10 working days to establish.” How are your services superior to those of your competitors? Nadia Rinawi: “We offer excellent customer service combined with a competitive infrastructure of virtual services, offices and warehouses. We understand that businesses have to react quickly to changing circumstances. RAK FTZ understands this and offers flexible solutions to clients and their ever changing needs. We are reachable through our network of Business and Promotion Centers in Dubai and Abu Dhabi and our liaison offices in India, Turkey, Europe and the USA.”

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Forming an E-Business

Peter Wyllie: “We have been providing commercial and corporate services to clients in New Zealand and internationally since 1884. We have a very experienced team and can provide not only corporate secretarial services and administration, but sound legal advice to the company officers. We can also provide director services where required to help ensure the company is seen as tax resident in NZ for look through purposes. Where the shareholder is not an NZ tax resident and company income is earnt offshore, there is no tax payable in NZ.” Sym Otike-odibi: “We have a tradition for excellence in the perfection of our clients’ instructions. Our client base is exceptionally diverse due to our extraordinary capacity to tailor our services to meet the specific needs of our clients. “At JOHNSON BRYANT, we offer practical advice founded on a real understanding of our client's objectives. We encourage close working relationships with our clients in order to maintain a clear focus on the client’s goals. We are committed to maintaining the highest standards in the execution of instructions entrusted to us by our clients.” Gordon Oldham: “Our mantraPractical Legal Solutions – On Time – No Excuses we hope conveys our knowledge of the practical requirements of businesses and distinguishes us from the more traditional law focused attitude of other law firms unwilling or unable to take a more entrepreneurial and businesslike approach that clients really need.” Do you offer business advice to your clients? Nadia Rinawi: “We help our clients throughout the whole registration process, as well as with any problems or issues they may face after company registration.” Peter Wyllie: “We provide business advice to our clients which may also include setting up the appropriate type of bank account either in NZ or offshore.”

merchant account or a payment gateway or register with a company that offer merchant banking services and payment gateways to online companies.” Gordon Oldham: “We believe that clients are best suited to concentrating on their core business rather than having to spend managerial time and effort on noncore matters. To this end we can form a company, provide accounting services to the same, act in a manner similar to the bills department of a bank in terms of opening LCs, invoicing and providing virtual office facilities and services which gives our clients a head start in the establishment of their businesses and prevents distraction from the reason to be in Asia in the first dayplace – revenue and profit generation.” Hemant Kumar Goyal: “Our free business advisory services includes advising clients on the tax structures in India, best corporate structures, bank account opening assistance, financing and funding, business setups, best resource availability for doing business, corporate legal advice, typical legal query etc. till company registration.” What are the key pull factors for companies to form online, rather than a more traditional approach to business? Nadia Rinawi: “Online saves time and physical efforts. It gives easy access to data and lessens paperwork. It also directly bridges the gap between the applicant and the service provider. It saves cost involved in traveling and handling the physical documents and makes transactions (for eg.Payments) faster and easier.” Peter Wyllie: “New Zealand company incorporation must be carried out online – there is no alternative registration system. Our Electronic Transactions Act allows for all records relating to the company to be kept in digital format.”

Sym Otike-odibi: “We offer expert business advice to our clients. This includes advising our clients on their banking

Sym Otike-odibi: “An online presence for business is a powerful marketing and communication tool, it is also cost-efficient, an environmentally friendly way to work, a sign of professionalism and pretty much a requirement today. Key pull factors for companies to form online include powerful,

options, with regard to on line businesses we often advise our clients on the various options available, such as an internet

fast and efficient marketing and communication tool and medium, minimal startup time & investment; search engine

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optimized websites pay themselves off very quickly as long as they provide customers with valuable products or services etc Nimrod E. Mkono: “The question of ecommerce in Tanzania today is one of basic ICT infrastructure, growing access and economic development. Indeed, the communications sector in Tanzania is undergoing a complex restructuring process, which is expected to yield an increase in the number of operators, new technologies, products and services, greater access and an accelerated rate of private investment. “In March, 2003, Tanzania embarked on essential first steps in documenting ICT policy and was the first country in the East African Community to put in place a blueprint to guide the adoption and development of ICT, through the adoption of the National Information and Communications Technologies Policy (National ICT Policy). The National ICT Policy’s vision is for “Tanzania to become a hub of ICT infrastructure and ICT solutions that enhance sustainable socio-economic development and accelerated poverty reduction both nationally and globally”. “The objective of the National ICT Policy, which covers leadership, infrastructure, legal and regulatory framework, productive and service sectors, and universal access, is to provide a national framework that enables the sector to contribute towards achieving national development goals by exploiting ICT opportunities in a sustainable way. “A study conducted by the President’s Office, Planning Commission (POPC) has revealed several areas of success in recent years. Specifically, there has been impressive growth in the base ICT infrastructure, due in large part to the establishment of the competitive Converged Licensing Framework (CLF) in 2006, under which a company is permitted to offer internet, mobile phone, landline, money transfer and online bill payment services under one license. “Additionally, the landing of the first fiber optic cable, SEACOM in July 2009, as well as the National Communications Infrastructure Backbone network project, which will connect population centers around the country, constitute


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Forming an E-Business

developments that will revolutionize ecommerce, which hither to, depended on expensive satellite connections. “Other successes include the improvement in the ICT regulatory scheme, through the creation of the Tanzania Communications Regulatory Authority (TCRA) and the Ministry of Communications, Science and Technology. Furthermore, under the auspices of the Economic Commission of Africa (ECA), via the National Information and Communication Infrastructure (NICI) plans, Tanzania has outlined specific plans to develop e-commerce, namely to establish an environment conducive to e-commerce transactions and competition, to establish more usage of ICT in financial services (banking, insurance, etc), to promote the use of ICT to enhance efficiency, effectiveness and continuity in the provision of services and basic utilities, especially in billing and payment systems, and to develop and deploy a nationwide etourism system.” What are the key differences in forming a traditional company and forming an online company? Nadia Rinawi: “The need to identify, locate, rent/buy and maintain the physical facility is completely eliminated. As a result you save the maintenance cost and overheads and there is no need to appoint staff to man the office. You have remote access from anywhere in the world, ease of operation and faster and quicker delivery of data.” Sym Otike-odibi: “Unlike a host of procedural requirements for setting up an industry, e-business is relatively easy to start. The benefits of internet technology accrue to big or small businesses alike. “The Internet offers the convenience of '24 hours × 7 days a week × 365 days a year, affords clients the opportunity to go shopping well after midnight. Such flexibility is available even to the organizational personnel whereby they can work from wherever they are, and whenever they may want to. “Much of the buying or selling involves exchange of information at the click of a mouse. Cycle time, i.e., the time taken to complete a cycle from the origin of demand to its fulfillment, is substantially reduced

thanks to the electronic funds transfer technology of e-commerce.

there are no incentives or tax benefits for the time being.”

“On the one hand, it allows the seller access to the global market; on the other hand, it affords to the buyer the freedom to choose products from almost any part of the world.

Hemant Kumar Goyal: “Since the introduction of online system companies can be formed online anywhere in the country but there are some tax benefits zones where company formation would give tax benefits. But it always depends upon the business of the company. Like in India there are special economic zones in which tax benefits has been provided. For example for IT companies Gurgaon, Noida, Banglore, Hyderabad is preferred, for pharma business Uttarakhand and Himanchal Pradesh is preferred.”

“Use of internet has considerably reduced dependence on paperwork and the attendant 'red tape.” Gordon Oldham: “There are very few businesses who cannot improve their bottom line with the adoption of an ecommerce element to their business. Whether it is the provision of services or goods Hong Kong has a big pool of educated, English speaking and tech savvy young people anxious eager to work and prosper.” Hemant Kumar Goyal: “Time effectiveness is the most stimulating factor to form the company online. In traditional system it takes too much time to get the incorporation done and a lot of pain sticking formalities had to be complied with but online company formation fulfills the urgent need of the client to form a company. “The client may also check the status of the company online, assuring transparency, whilst offering a secured and easy payment mode. “Forming online company assures availability of the company’s documents online. Company may anytime download the required documents.” Although the internet knows no boundaries, location is still key. What can your jurisdiction offer to prospective e- companies? Are there any tax benefits? Nadia Rinawi: “A company registered with the RAK Free Trade Zone Authority does not have to pay any taxes, and there is also no income tax for owners or employees.” Sym Otike-odibi: “In Nigeria, ecompanies are still very foreign to our laws. Our laws have not been amended to accommodate e-businesses. For example computer generated evidence is not yet admissible in our courts. Consequently,

How important is it to use an established professional formation expert? What are the major pitfalls for companies entering the realm of ecommerce? Nadia Rinawi: “Usually, company setup in RAK Free Trade Zone is a very simple and straightforward process. RAK FTZ staff members are available to assist companies and provide them with all the required information without any additional cost.” Peter Wyllie: “In setting up such a company, it is very important to use the services of a professional formation expert. If the company is incorrectly structured, or the right terms not put in place within the constitution, or the company not registered in the correct form, the tax consequences can be severe (the global tax rate for NZ companies is 28%!) and occasionally the protection afforded by a limited liability company could be overturned by the Courts due to breaches of obligations contained in the Companies legislation as a result of poor or non-existent advice.” Hemant Kumar Goyal: “Though the online company formation process is very easy but a number of technical points are there which are legal as well as procedural so it is always advisable to use an established professional for online company formation. Otherwise mistakes of today may cause you to pay in future. “As these facts indicate e-commerce offers a great deal of promise to the future of this Nation’s small businesses and, in all likelihood, it is only going to grow. Despite all the possibilities of success, how- ever, ecommerce also carries with it a number of potential pitfalls for the small business

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Forming an E-Business

community. This may be the followings: a) Great deal of uncertainty b) Lack of direct interaction c) Losing intimacy with the clients and customers.” Have there been any recent changes in regulation to attract more companies to form online? Hemant Kumar Goyal: “Yes the recent changes make the company formation very easy and time and cost effective. Due to less formalities and liberal regulations company formation is increasing day by day. In India since introduction of e formation system in 2006 more than 300000 companies had been formed.” As we slowly recover from the economic downturn, do you have any predictions for the next 12 months, in terms of demand for e –formation in your jurisdiction? Nadia Rinawi: “As the GCC and most of the surrounding countries are growing economies with a high demand for products and services from all over the world, we believe that the outlook is very positive.” Peter Wyllie: “As part of the recovery from the GEC, we are bullish in our predictions for the popularity of NZ as an alternative jurisdiction for company incorporations. Our product is very high quality, with the tax status emphasis on residence, not mind and management, and where correctly structured affords a very good level of confidentiality for business transactions.” Sym Otike-odibi: “As technology continues to advance the

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business mindset has begun a shift to the increasingly dominant online markets and many merchants and entrepreneurs desire to enter the vast realm of e-commerce and Nigeria is no exception. “More customers are transacting their business virtually as opposed to commuting to physical stores and offices which carry limited varieties and items. “While businesses are recognising the cost efficiency of doing business on line, the cost efficiency cuts through minimal staff, less running costs and overheads, I will say the future is looking very bright.” Gordon Oldham: “As governments in Europe seem determined to make the creation of small businesses as difficult as possible. As governments in the West seem determined to tax its citizens and its businesses dry, more and more people are discovering what the smart ones knew a long time ago – Hong Kong is the freest environment in which to do business its laissez-faire attitude and low tax rates comes as a refreshing change to the restrictive practices and suffocating taxes of Europe and allows those who really want to work and prosper the opportunity to do so.” Hemant Kumar Goyal: “Now the international economy is in recovery stage and the rate is very fast. But we must consider that the economic downturn was not effect Indian economy. Economic slowdown led the businessmen think about global exploration of their business to minimize their risk that’s why after economic slowdown business and recovery new business opportunities are coming out globally and as we predicted eformation demand would go up in the company months and years.


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Who's Who in Professional Indemnity Insurance?

Who's Who in Professional Indemnity Insurance?

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or those in the business of selling their knowledge or skills, choosing the right professional indemnity insurance is a fundamental decision. Many firms are required to have PI coverage and many who aren’t, decide to protect themselves anyway.

extremely impressed with the commitment and passion shown by MFL and look forward to developing a long and beneficial relationship”

There is no such thing as ‘one size fits all’ when it comes to PI; the policy must meet the demands of the client and the profession. For such a specialist area of insurance it really is advisable to take advice from an experienced professional and because the insurer rarely deals with the firms to whom they are providing cover, it is necessary to contact a dedicated insurance broker. Acquisition International speaks to Martin Jackson, Director at McParland Finn Ltd about Professional Indemnity Insurance.

So what is PI? Martin Jackson: answered: “The essence any professionals’ job is to owe a “Duty of Care” to anybody who might reasonably rely on their service or advice. The same Duty of Care is owed whether a fee is charged or not, even if it is for an obvious secondary function or service.

With more than 20 years experience Martin has an in depth knowledge of providing insurance solutions to a wide range of professionals.

Who we work with. “At MFL, Professional Indemnity is our chosen niche area of business and entitles us to be recognised as true specialists in our field. We advise a whole range of professionals, from traditional firms such as accountants, solicitors, chartered surveyors and architects through to new and emerging professional such as translators, IT and web professionals.

McParland Finn Ltd (MFL) is one of the UK’s few, true, specialist Professional Indemnity Insurance Brokers and has a substantial portfolio of professional clients. We are based in Manchester and Leeds but cover the whole of the UK as well as international appointments. MFL’s expertise is recognised by a number of established professional bodies and associations. Some of which include: • Chartered Institute of Architectural Technologists • Chartered Landscape Institute • Institute of Ecology and Environmental Management • Institute of Translation and Interpreting MFL is also the only insurance broker to have the full endorsement of The Manchester Law Society.

Fran Eccles-Bech – Executive Director – Manchester Law Society

“PI Insurance will, subject to its terms and conditions, pay for the damages together with any costs awarded against the defendant if legal liabilities are brought against a professional..”

So why should the services of broker be used? “Over the years, we have seen a trend where insurers commoditise certain commercial products and professional indemnity is no exception. However, at the micro SME end of the spectrum specifically, our experience has shown that no matter what size of business, the use of specialist PI broker can be critical especially at the time the insured firm needs to make a claim.

“After very careful consideration Manchester Law Society chose to recommend the services offered by MFL to its members. They impressed

“If the professional arranges cover direct with an insurer and a dispute arises over the nature of the claim (which is not uncommon), who is on their side to help resolve the matter? The simple answer is no-one but themselves, which could end up being an expensive and stressful experience.

us with their professionalism, breadth of experience and understanding of the requirements of the profession. We have been

“All insurers sign up to provide the same extent of c over for some professions, such as

solicitors. Unfortunately for the majority of professional firms out there, the only similarities of cover between two policies could be the words ‘Professional Indemnity Insurance’ on the front cover of the wording. The use of a specialist broker helps to ensure cover is placed on the correct basis and the business in question understands the extent of cover which has been provided. “Plus, as mentioned above, the use of a specialist broker should mean a team of experts, whose sole job it is to ensure the support structure is in place when a claim needs to be made, are available throughout the working week. At MFL, our qualified and dedicated claims team is always on hand to advise our clients, claimants, underwriters and solicitors alike, throughout the claims process, always taking care that their professional interests and reputation are recognised and protected without any prejudice.” So what does the future hold? “With the exception of Solicitors, certain surveying firms and high risk professions, with no apparent shortage of players entering the Professional Indemnity market, the short to medium term future for the majority of professions looks bright. As long as competition for business remains strong premiums will continue to remain competitive. “With the above in mind there are still dangers and it is important that those buying PI cover fully understand the cover they purchase. Failing that use a broker who does and you can sleep at night.”

T: 0161 236 2532 F: 0161 236 2583 E: info@m-f-l.co.uk www.m-f-l.co.uk Manchester Barlow House Minshull Street Manchester M1 3DZ

Leeds Suite 503 2 Wellington Place Leeds LS1 4AP

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What’s in a Name?

What's in a Name? M

any of the world’s most successful companies rely on their trade marks to make them visible in the marketplace. The best trade marks are instantly recognisable and conjure up in the minds of existing or potential customers things like quality, dependability, or at the very least the source of the goods or services on offer. Acquisition International speaks to Katie Cameron, Associate at RGC Jenkins & Co. about what is in a name? RGC Jenkins & Co. is a firm of patent and trade mark attorneys and certified patent, trade mark and design litigators. RGC Jenkins & Co. was founded in 1937 in London and has built one of the largest and most successful intellectual property practices in the United Kingdom. RGC Jenkins & Co. has offices in London, Bristol, Farnham and Munich. RGC Jenkins & Co. has extensive experience of dealing with trade mark issues, in the UK, Europe and worldwide, from advising on choice of trade marks, searching and due diligence, filing and prosecuting of trade mark applications, anti-counterfeiting, dealing with contentious issues such as oppositions, invalidity actions, rectification actions and cancellation actions; advising on strategy for running a trade mark portfolio. Also experience in advising on copyright protection, as well as design registration and protection, and advice on unregistered design right. RGC Jenkins & Co. clients range from private individuals requiring help with filing their first trade mark application, to multi-national corporations. The firm additionally has longstanding

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and wide ranging experience in these areas, as well as further experience in patent prosecution and protection via registered/unregistered design right and copyright. Katie Cameron commented: “We act for many different types of companies, from telecommunications, packaging, pharmaceuticals chemicals and engineering, through to travel, film/media, clothing and cosmetics. Various members of the team do have extensive experience in dealing with pharmaceutical trade marks which is perhaps the only area of trade mark law to be developing its own case law. What is the process for developing and registering trade marks? “Once the brand is identified by the client, we will carry out searches to ensure that the mark is available for use and registration in the territories of interest to the client, and will make recommendations if any changes are needed. Applications are then filed for the marks in the territories of interest. These are examined, and we will deal with any objections in collaboration with our client and (if appropriate) foreign agents.” How does a company protect its brand from third party infringement? “Clients are advised on good trade mark usage, and are advised on correct marking, to ensure that third parties (whether competitors or not) are aware of a client's rights. Clients are recommended to enforce their trade mark rights, in order that third parties do not assume that no action will be taken, and also to ensure that the market place is kept as clear as possible. This makes it more difficult for third parties to come on to the market, and thus our clients’ brands are kept as distinctive as possible. “

Katie Cameron RGC Jenkins & Co. 26 Caxton Street London, SW1H 0RJ United Kingdom


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What’s in a Name?

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ompanies spend copious amounts of time and money developing trademarks and creating widespread demand; they are extremely valuable assets and they pose difficult valuation problems when buying and selling a business. Acquisition International talks to Johan du Preez, Partner at Adams & Adams and Eleni Lappa, Partner at Drakopoulos Law Firm about what’s in a name in South Africa and Greece? Adams & Adams is the leading and largest South African law firm specialising in Intellectual Property Law, in addition to providing general commercial legal services that include Commercial Law, Property Law and general litigation. Johan du Preez is Partner at Adams & Adams and has been practising as a Trade Mark Lawyer for the last 26 years and before that for 3 years as a Commercial Lawyer. His focus is the commercialisation and management of Trade Mark portfolios. That includes national and international trade mark portfolios of multi-nationals, the licensing aspects of the portfolios and due diligence investigations. Johan du Preez commented: “The firm operates throughout the world, specialising in Africa with offices in South Africa (Pretoria, Johannesburg, Cape Town and Durban) and associated offices in Africa (Mozambique and Angola) and within the next few years also in other territories in Africa. “The firm also has a world-wide network of Associate firms in all countries of the world, which enables it to handle Intellectual Property and legal matters in any country where this may be required. Because of the considerable capacity of its professional and support staff, and its facilities and electronic systems, Adams & Adams is able to attend speedily and effectively to clients' requirements and services, not only in the Pretoria, Johannesburg, Durban

and Cape Town areas but also in other parts of the country, Africa and abroad. “Adams & Adams has also been widely recognised for its professional excellence. The firm has been top rated for the last several years, both internationally and nationally, by Managing Intellectual Property, Professional Management Review, SA’s Top National Companies, Magnet Communications in conjunction with the South African Graduate Recruiters Association (SAGRA) and Top Women in Business and Government, amongst many others. In fact the firm is proud to have received 27 awards in the last year, a first for any South African law firm. A full list of these awards is attached, including the esteemed MIP Global Award - South African IP Law Firm of 2011.” Eleni Lappa is Partner and Head of IP Department at Drakopoulos Law Firm in Greece, Romania, Albania, she has worked in the UK, the USA and Greece in IP law and in particular trademarks as well as other aspects of IP law. The firm’s specialized trademark law services cover three jurisdictions (Greece, Romania and Albania) for a variety of multi-disciplinary domestic as well as global Fortune 500 entities. Eleni Lappa elaborated: “With offices in 3 countries (Greece, Romania and Albania) we cover a big portion of southeast Europe and can cater to clients needs in the particular geographical region by offering competitive fees especially, but not limited to, when working in more than one jurisdiction with a particular client. ““Moreover, due to our firm’s strong commercial law and corporate law departments and while we maintain a dedicated IP department in each of our 3

Johan du Preez jdp@adamsadams.co.za www.adamsadams.co.za Lynnwood Bridge, 4 Daventry Street, Lynnwood Manor, Pretoria, 0081, South Africa Tel: +27 12 432 6000

offices, we can also assist with any related issues via our firm’s other specialized departments without losing sight of our focus on IP law / trademark and patent law matters as well as online infringement issues. This has proven especially helpful when dealing with the globally increased number of corporate M&As. “ What is the process of developing and registering a trademark? Eleni Lappa elaborated: “We try to assist from the “birth” of a trademark, i.e. aside from providing clearance search services we also provide creative alternatives as may be needed, in order to ensure the safest option for the client as well as the one that closer caters to the client’s needs, is ultimately followed in each circumstance.” Eleni how does a company protect its brand from third party infringement? “There are various ways in which a company may proactively protect its brand from third party infringements. A basic factor in effective brand protection is vigilance in terms of market presence and potential conflicting matters, and pro-activeness in bringing them to the attention of the IP law department of the company as in most cases swift action is required in order to ensure efficient results. “ How is brand equity achieved and what methods do you use to determine its worth? Eleni Lappa concluded: “Brand equity is basically achieved by the brand’s goodwill as well as the good will of the trademark owner – i.e. the main ingredient for determining the equity for any brand name is how well-known and distinctive in relation to other brands in the same commercial area it is. Of course, this goes back to the source from which goodwill derives, i.e. effective protection against third party infringement that enhances the brand’s market value and recognizability. “

Eleni Lappa elappa@drakopoulos-law.com www.drakopoulos-law.com/ip 332, Kifissias Avenue, 15233, Halandri, Athens, Greece Tel: +30-210-6836561

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International Cartel Regulation

International Cartel Regulation C

artel regulation is one of the key elements of competition policy and an essential means of minimising the adverse effects of cartel activity on economic welfare. Effective regulation is complex and involves a wide range of bodies from governments to competition authorities all around the world. The intrinsic nature of cartels tends to require an international approach when it comes to regulation and management and this feature invites some of the world’s leading specialists to join a panel discussing some of the hottest topics affecting the field today. Acquisition International speaks to Nicole Kar, a specialist in relation to EC and UK cartel enforcement and cochair of Linklaters LLPs’ Global Cartels Practice about Cartel Regulation in the United Kingdom.

Linklaters’ competition law expertise covers cartels and dawn raids, market and sector investigations, merger control, and competition litigation, abuse of dominance, state aid, public procurement and utilities regulation. “Our market leading Global Cartel Practice is full service: assisting clients through the entire investigatory life cycle: from compliance programmes and audits, whistleblowing and leniency, dawn raids, the administrative investigation and follow on litigation.” “The Linklaters Competition team has represented clients in 4 of the 5 cartel cases closed by the European Commission in the last 12 months. In addition, we have represented clients in the largest cartel case ever brought by the Office of Fair Trading (OFT) in the construction industry, and represented the whistleblower in marine hoses: the case that resulted in the first ever criminal cartel prosecution by the OFT, in which the Linklaters team successful secured global immunity from fines and jail time for our client. “We have unparalleled experience in

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dealing with global cartel investigations and follow on litigation claims including: representing a leading European airline in relation to the European Commission and US Department of Justice investigation, and subsequent private class action litigation in multiple jurisdictions including the UK regarding the air cargo cartel and representing leading industry players in relation to a significant number of national cartel cases including investigations into the financial services and groceries sector in the UK.” “One of the unique selling points of the Linklaters’ Competition team is our ability to draw upon the expertise of our top ranked lawyers across the globe, offering a high quality and integrated legal service to our clients. Seamless global co-ordination based on market leading experience allows us to support clients through the many issues that arise in cartel investigations before the European Commission, the US Department of Justice, the OFT and other competition authorities around the world. We offer clients an integrated, end–to-end service, from the very early stages of regulatory risk management through to dealing with an investigation and subsequent litigation. Specialist lawyers across our network of offices work with clients on a daily basis, to help them navigate their way through global, European or national investigations and secure a successful outcome. “Our practice also benefits from the unique expertise of Sir Christopher Bellamy QC, former president of the UK Competition Appeal Tribunal and judge of the Court of First Instance and one of the most influential competition lawyers in Europe. Christopher offers clients high level strategic advice in multi-jurisdictional cases involving antitrust, regulatory and EU issues.”

Nicole Kar, Partner Linklaters LLP, London Tel: (+44-20) 7456 4382 nicole.kar@linklaters.com www.linklaters.com

Act) and the Enterprise Act 2002 (Enterprise Act) are the two principal pieces of UK legislation in relation to the regulation of cartel activity. In addition Council Regulation 1/2003 allows the competition authorities and courts in the UK to apply and enforce Article 101 of the Treaty on the Functioning of the European Union (TFEU) which prohibits cartel conduct. “The Competition Act, like 101 of the TFEU, prohibits agreements between undertakings, decisions by associates of undertakings or concerted practices that: • May affect trade within the UK (between member states in the case of Article 101); and • Have as their object or effect the prevention, restriction or distortion of competition within the UK. “Prohibited conduct includes: price fixing (including resale price maintenance), market sharing, bid rigging (collusive tendering) and output restrictions/quotas. “The consequences of breaching the Competition Act can include civil fines for corporates of up to 10% of global group turnover, director disqualification of up to 15 years, follow on private damages claims and reputational damage. The largest individual fine ever imposed by the OFT for cartel conduct was £121.5 million on BA following admission of its role in a price fixing cartel involving long haul passenger fuel surcharges. The largest collective fines ever imposed were £225 million in the tobacco cartel (many of which are currently under appeal).

Nicole Kar, what are the relevant

“The Enterprise Act provides that it is a criminal offence if an individual dishonestly agrees with one or more persons to make or

legislation surrounding cartels in the United Kingdom? “The Competition Act 1998 (Competition

implement or cause to be made or implemented, arrangements relating to at least two undertakings and involving the


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International Cartel Regulation

following prohibited cartel activities: price fixing, market sharing, limitation of production or supply and bid rigging. Any individual found guilty of committing the criminal cartel offence may be imprisoned for up to 6 months and receive a fine of up to £5,000 if tried and convicted in a magistrates court and up to 5 years, and receive an unlimited fine if tried and convicted in the Crown Court. The Court may also impose confiscation of criminal proceeds orders and director disqualification orders. The first and to date only criminal convictions for the cartel offence occurred in the marine hoses case. At first instance, three executives (who plead guilty to the offence) were sentenced to terms of between 20 and 30 months (reduced on appeal to between 2.5 and 3 years); disqualified as directors for between 5 and 7 years, and had criminal confiscation orders made against them (for between £366,000 and £469,000).” How effective is the regulation in minimizing the adverse effects of cartel activity on domestic economic welfare? “From a survey commissioned by the OFT in early-2007 of 202 UK companies, Deloitte found that the ratio of cartel agreements/initiatives abandoned or significantly modified to those which resulted in a Competition Act decision for the period 20002006 was 16 to one. Based on these figures, the OFT estimates that the benefits to consumers arising from its work (including not only cartel enforcement activity, but also its work in relation to mergers and abuse of a dominant position) may amount to £600m per year. “Despite these apparently impressive figures, a survey released by the OFT in 2011 revealed that 73 per cent of all UK businesses know either ‘not very much’ or ‘nothing’ about competition legislation. However, it should be noted that when limited to large businesses only (those with 250 employees or more) – whose anti-competitive behaviour would have the largest effect on domestic welfare - the proportion of companies who know ‘not very much’ or ‘nothing’ about

competition law drops to 13 per cent, with 45 per cent claiming to know ‘a lot’ or ‘a fair amount’. This suggests that the current regime is having some success in minimising the economic detriment caused by cartel activity.” Who is the responsible body the United Kingdom when it comes to enforcement? “Both the OFT and Serious Fraud Office (SFO) have enforcement powers in relation to cartels. However the OFT is, at present, the principal UK regulator in this context. “Whilst in principle the SFO shares enforcement jurisdiction, it will only prosecute cases involving serious or complex fraud and where there is likely to be widespread public interest, a significant and international dimension and where highly specialised market or commercial knowledge is required. To date, the SFO has been involved in only one (unsuccessful) cartel prosecution under the common law provisions in relation to conspiracy to defraud in the generic drugs case.” What type of industry attracts cartels in United Kingdom? “According to an economic study “Predicting Cartels” prepared for the OFT in 2005 (and based on European and US data and “scoring” based on economic analysis), the industries in which cartels are most likely to occur are construction/civil engineering, telecommunications and activities of transport agencies. Broadly, industries characterised by a small number of players, homogenous products, high barriers to entry, stable demand, the absence of large and powerful buyers and excess capacity are more likely to be susceptible to collusion. Having said that, the OFT has conducted cartel investigations into diverse sectors including construction and construction recruitment, independent schools, toys, replica football kit, supermarkets, financial services, air transport and has ongoing criminal cartel investigations in relation to commercial vehicles, automotive spare parts and agricultural bale wrap.

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Managing Health & Safety Stephen Climie stephen.climie@outertemple.com www.outertemple.com 222 Strand, London WC2R 1BA Tel: 0207 353 6381

Brett Carver brettcarver@onepaper.co.uk Mark Cornell markcornell@onepaper.co.uk Tel: 0207 353 3728

John Grimmer 2 Bedford Row JGrimmer@2bedfordrow.co.uk

Managing Health & Safety

E

very year there are thousands of fatal work-related accidents and millions of people are injured or have their health seriously harmed in the workplace. Health and safety law places emphasis on the increasing awareness of legal health and safety duties and the way in which they are complied with, enforced and investigated. Employers and workers need to be made aware of the risks they face and how to manage them and as a result health and safety is an area of law that has grown rapidly in recent years both in terms of scope and importance. That said, the fear of being sued for breach of health and safety regulations is all too often cited as a valid reason not to do something that could be very worthwhile and some of the leading figures in the industry have championed a return to common sense over the bureaucratic burdens of red tape associated with health and safety in the UK. Acquisition International speaks to the experts… Outer Temple Chambers has been instructed in many high profile health and safety criminal trials including the Buncefield explosion, other oil and gas spillages and explosions as well as a number of UK railway disasters (Southall, Hatfield and Ladbroke Grove). Stephen Climie is a senior barrister practising from Outer Temple Chambers and he specialise in defending companies charged by regulatory bodies with health and safety or environmental breaches. Can you please describe a typical client? “Most clients are significant sized companies – generally private and usually with turnovers in £m or £bn. Geographical location is dependent on where any breach takes place. Usually the alleged failure has resulted in a fatality or a significant environmental incident.” In your jurisdiction what health & safety laws must a company adhere too? Who regulates them? “The health and safety regime in the UK is governed by the Health and Safety at Work Act 1974 and consequent regulations. Enforcement is controlled by a combination of the Health and Safety Executive and local government authorities.

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What are the most common mistakes companies make regarding health and safety? What steps can be taken to avoid errors in the first place? “Almost always there has been a failure to monitor and amend health and safety systems. Many companies consider that they have spent appropriate sums on providing adequate health and safety systems. Whilst this is usually true it is the failure to adapt as a result of change that often leads to breaches and on occasion’s tragedy.” Have you been involved in any cases where your expertise has helped win a health & safety lawsuit? “I have successfully defended both companies and individuals charged with health and safety offences. This has included the successful defence of those charged with offences resulting in fatal consequences. I represented the director of a scrap yard charged with manslaughter following an explosion at the yard. In addition I defended the owner of a fairground who was charged following the death of a teenager who fell from a white knuckle ride. “Often however the best advice is for a company to enter a guilty plea and ensure that the best mitigation is put forward thus reducing any financial penalty. “In addition I conduct the defence of companies in the civil litigation that flows from H&S breaches. These proceedings often involve allegations of contributory negligence on the part of the employee or victim. What preventive steps should a company make to ensure that they do not fall victim to societies growing “compensation culture”? “Heighten awareness and encourage reporting of risks at all levels within the company. Many regard H&S as a negative factor within the company but if employees are encouraged to take an active role in their own safety this tends to minimise the risks involved. This is especially important when monitoring systems which may become redundant.”


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International Auditing & Assurance

International Auditing & Assurance Mistakes happen in all businesses for a multitude of reasons, from human error, large transaction volumes, insufficient staff levels, complex pricing, systems not being fully integrated, exception transactions and contract misinterpretation to name a few! In today’s fast paced environment an auditor is a vital link in the financial reporting chain, auditing is a highly complex process and auditors have become a businesses most trusted advisers. Employing the right audit and advisory specialist can be the difference between success and failure; the best firms can help their clients to achieve their business objectives, manage risk and improve their overall business performance. Acquisition International speaks to the experts…

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rtemio Ibarra Espino is the Director and President of the Ibarra Espino y Cia., S.C., which is an independent member of the newly merged IGAF POLARIS WORLDWIDE. Ibarra Espino y Cia., S.C.is a well recognized and respected international firm with professionals in the areas of Public Accounting, Auditing, Business Consults and Tax Specialties that started operations in October of 1989, with the goal of providing Technical Excellence and Professional Proactivity in the work required by their Clients. What approach do you take to auditing? What makes you the right auditor? “We recognize that Ibarra Espino y Cia., S.C. is one of several firms that can provide audit and tax services to international corporations. With our understanding of the businesses and our ability to use the audit and tax processes to develop a deep understanding of the operations and environment, we gain perspective on emerging issues and are positioned to aid the company in anticipating challenges and taking advantage of opportunities. We are proactive in bringing advice to the company and also keep them updated on proposed and implemented accounting rule and tax law changes.” When working with a new client, how do you assess risk? Do you have a systematic approach? Ibarra Espino y Cia., S.C. helps private and

public companies interpret and implement solutions relating to a rapidly changing regulatory environment. “We work closely with our clients to focus on the issues; develop a strategy to implement, manage and execute a plan; to communicate the plan; and to monitor and measure results. Ibarra Espino y Cia., S.C. risk advisory services include:¬ Sarbanes Oxley 404 Services: International Audit Services including: outsourcing, assessments, testing and consulting, SAS 70 Reports for Service Organizations, and Audit Committee Advisory Services.” How do you help your clients to achieve their business objectives, manage risk and improve their overall business performance? “Ibarra Espino y Cia., S.C. has worked with numerous clients that manufacture or source products in USA, Mexico, Germany, Taiwan or China In addition, Ibarra Espino y Cia., S.C. is a member of an international association of independent accounting firms, Ibarra Espino y Cia., S.C. This affiliation has proven to be effective in handling complex accounting transactions across many borders. All firms in our affiliation participate in the Polaris Practice Inspection program to provide assurance that each firm has appropriate quality control systems for its accounting and auditing practice. The IGAF POLARIS WORLDWIDE affiliation is composed of 163 affiliates in 89 countries and 210 locations, including 41 affiliates in North

Ibarra Espino y Cia., S.C.an aibarra@polarisinternational.com.mx www.polarisiai.org www.accountants.org www.polarisinternational.com.mx America. We have affiliates in cities across the US that can provide assistance with various tax matters under our supervision. We are able to utilize IECSC/IGAF Polaris Worldwide in the same manner that national and international firms use the branches of their firms located in other cities and countries, therefore providing our clients the national and global reach needed in today’s world. Our approach represents a structured, tailored technique for translating a broad audit concept into a specific audit plan. This translation process consists of four sequential steps: Obtaining an understanding of your organization and its operating environment, defining our audit objectives, identifying existing management controls and testing accounting related applications, developing a tailored audit plan to achieve our audit objectives and your management goals.” What ranking does IGAF Polaris have and does the firm have any other titles? “Actually, we are ranked as the 3rd largest Accounting Association in the World; Mr. Artemio Ibarra was named one of Mexico’s Top Auditors by Defensa Fiscal, a publication of the Legal Industry, and also the firm belongs to: Members of the Maquiladora Association, Members of Businessmen Association (COPARMEX), Members of the Chamber of Commerce, Member of the Mexican Institute of Certified Public Accountants, Members of Mexican Institute of Finance Executives, and QS 9001:2008 (AQA International) Certification in progress.”

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International Auditing & Assurance

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nterQuality Ltd is a progressively growing firm of Auditors, Accountants and Tax Consultants, established in January 2008 with the aim to provide clients the highest quality services in its sector and to satisfy clients’ needs through efficient and comprehensive solutions. InterQuality Ltd is a member of McMillan Woods Global and the Association of Accountants & Auditors in Europe. A qualified accountant, Nicolas Agathocleous graduated from a British University holding a bachelors degree in Accounting and Finance and he is also a member of the following institutes and associations/ The Institute of Certified Public Accountants of Cyprus (ICPAC) /The Institute of Chartered Accountants in England and Wales (ICAEW)/The Association of International Accountants (AIA)/The Chartered Management Institute (CMI) /The Certified Fraud Examiners (CFE). Nicolas is an elected member of the Coordinative Committee of ICPAC for the areas of Paphos and Limassol and an elected board member of the Kissonerga Cooperative Bank. “While the Cyprus tax system has been reformed to comply with the EU Acquis Communautaire, the appropriate actions have been taken place to maintain Cyprus’ competitiveness as an international business centre and enhance its attractiveness as a suitable jurisdiction for different types of companies. Well known types of Cypriot companies include: “A holding company acting as an intermediary between EU and non-EU jurisdictions, as well as in combination with emerging markets, a Cypriot company received dividends from subsidiaries suffering no or little withholding tax at source. Dividends can be paid by the company without deduction of withholding tax. “A Finance company undertaking a group financing function, a Cypriot company can receive interest income suffering no or little withholding tax at source. The net profits would be taxable at 10%. “An Investment trading company, with profits from the disposal of securities is exempt from tax irrespective of whether this profit forms part of a company’s trading activity or is capital in nature.

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“Regarding Intellectual property holding companies, a royalty income can be derived suffering no or little withholding tax at source. “With respect to Shipping Companies, No tax is imposed on profits from the operation of Cypriot registered vessels, or on dividends received from a ship-owning company. Income arising from ship management activities is subject to a tax rate of 4, 25%. Alternatively, a ship-management company may choose to pay at a rate equal to 25% of tonnage tax rates of vessels under management if deemed more beneficial. On conclusion, income and gains of a Cyprus International Trust, derived from sources outside Cyprus are exempt from any tax imposed in Cyprus under certain conditions i.e. Dividends, interest or other income received by a Trust from a Cyprus international business company are not subject to tax nor are they subject to withholding tax/No capital gains tax is charged on the disposal of assets of an International Trust/Exemption from taxation in the case of an alien who creates an International Trust in Cyprus and retires in Cyprus under certain conditions Juan Aquije is the Principle and founding partner of AquijeChung & Associates and he is charge of the firms Audit division. Previously he served as a Auditing Chief Manager in a local firm, member of Touche Ross International. AquijeChung & Associates have been providing its professional services in Peru since year 1989, through its Auditing and Consulting divisions. In year 1998, the firm joined Morison International with headquarters in England, as an independent firm. Its incorporation allowed the firm to face the globalization challenge backed by professional from offices throughout the world, integrated by a common service philosophy. The firm had provided services to the finance and banking industry, industrial and commercial industry, international entities, and Peruvian governmental entities. The firm provides a high quality service to our clients by a personalized and permanent attention, offering those integrated approaches and alternatives solutions for its organization needs, by the means of direct participation of our partners and specialized professionals of our firm in the specialties of auditing, accounting, taxes, merger and acquisitions, legal advisory and consulting.


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International Auditing & Assurance

Moreover, the firm have participated on shared works with other fellow Morison members from countries, such as Ecuador, Colombia and Canada (Vena Resources Inc.), with clients operating in Peru and referred countries within the mining industry and International Cooperation (BTC (Belgian Development Agency), Dutch Foundation, European Commission, COSUDE (Swiss Cooperation), IDB, World Bank, among others) “The general work approach is focused on awareness and understanding the clients business as a whole. Initially we invest the necessary time to identify the relevant situations and to prioritize the time assignation of our specialized team. All works requires as a base the awareness and the evaluation of all the obtained information and processes and operating systems implanted by the firm, in order to determine the critical areas and the risk levels. In the execution of works we have developed methodologies oriented to achieve the objectives of every requested work by our clients.

present its financial statements endorsed by independent auditors to the close of the fiscal year which ends on December 31st of every year. Another type of enterprise is “closed anonymous society” (SAC), which its shares are not listed on the stock exchange and have no obligation to be audited. In the case of enterprises of the finance and securities, including banks, financial firms, savings and credit cooperatives, mutual funds and insurance firms, that are supervised by the Bank and Securities Superintendence (SBS) are obliged to present annual audited financial statements and are obliged to perform preliminary and final examinations at the end of the fiscal year. The public enterprises with equity participation of the estate are audited by auditing societies every year and the audit work is supervised by the Peruvian General Comptroller.

The enterprises in Peru are establish under the General Law of Societies and are classified as follow: “opened anonymous societies” (SAA) which are enterprises that its shares are listed on the stock exchange

The enterprises currently are adapting to the application of the new International Accounting Norms, which are implementing through audits and consulting requested. Another relevant aspect is that enterprises are referred to application of better internal control systems and the rationalization of its operations with the finality of costs optimization and profitability improvement of its operations. These works are performed as a consulting form and software’s are used to assess operative, IT, systematic and other risks. Moreover, is important to point that during recent years the Peruvian Government, supervision and control authorities are designing norms in regard of

regulated by the National Supervising Commission of Enterprises and Securities (CONASEV), and have the obligation to

asset laundry, requiring that independent auditors participate in the evaluation and fulfilment of mentioned norms.

The results are oriented to improve the effectiveness, productivity and the economy of our organizations in the administrative and operating systems along with the fulfilment of legal and tributary affairs.

Juan Aquije aquije@achung.com.pe Jr. Morro Solar 222 Of. 404 - 701 Chacarilla, Surco Lima 33 – Perú +51-1-372-5437 +51-1-372-3353

Nicolas Agathocleous info@charteredquality.com www.charteredquality.com 4, Isavellas Katholikis, Office 2, Anavargos, 8025 Pafos, Cyprus 00357-26811256

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International Business Crime Defence

International Business Crime Defence The global recession has placed businesses throughout the world in environments conducive to fraud, corruption and financial crime. Many corporations have been forced to cut costs and as such have found themselves with reduced resources for compliance and accounts. According to Luis Ramos CEO of the Network, the number of whistle-blowers reporting fraud, theft or the misuse of company assets is "going up dramatically” and British insurer RSA published a survey that found hard economic times makes committing fraud more acceptable. With credit scarce, jobs precarious and companies using a magnifying glass to examine their processes, the occurrence of fraud is definitely on the increase. These conditions have led to an aggressive crackdown by enforcement authorities, who are resorting to increasingly sophisticated tactics and methods in order to discover and track business crime. Allegations of business crime have far reaching consequences on the business and the individual in question, which has led to a huge increase in the demand for first-rate legal advice in this area. Acquisition International speaks to Andrew Mitchell QC, Head of Chambers at 33 Chancery Lane, a Chambers that specialises in all areas from fraud, insider dealing, largescale corruption and civil actions; Commercial Wrongdoing with all that entails.

spectrum of needs including regulatory and civil actions, criminal trials and emergency advice. Andrew Mitchell QC commented: “We pride ourselves in providing approachable, responsive and supportive cradle-to-grave litigation strategies. “We appear in all matters where highcalibre professional representation is needed, including tribunals, arbitrations, mediation, appeals or at first instance in this jurisdiction and throughout the common law world.” How does your firm stand out from local competitors in terms of the services you offer? “We provide the skills and experience essential for domestic and international litigation involving commercial and financial wrongdoing of every type. We provide specialist expertise in all areas of suspected commercial wrongdoing including civil fraud, asset recovery and financial crime.” How severe is the problem of business crime in your jurisdiction? “It’s extremely prevalent. It has always been thus- the downturn in the world economy has led to a closer inspection of working practices and an increase in actions as Governments and regulators seek to use commercial wrongdoing as a way of raising extra public money.”

33 Chancery Lane is an internationally renowned set of Barristers’ Chambers who

How strict are the penalties in your jurisdiction for the companies who are

specialise in advocacy and advice across a

found guilty?

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Andrew Mitchell QC arm@33cllaw.com www.33cllaw.com 33 Chancery Lane, London WC2A 1EN Tel: +44 (0) 20 7440 9950

“Fines can be in the millions and more importantly confiscation can deprive the company or individual of everything it obtained as a result or in connection with the criminal conduct without any deduction for anything that might have been paid away (tax, costs of sales etc) it is a factor of what is obtained not what is retained.” Can you provide any examples of recent cases within which you have had significant involvement? “Representing utility company in multimillion pound confiscation proceedings relating to misleading selling practices; Representing Serious Fraud Office in bribery proceedings against a chemical firm, Advising and representing listed Oil Company in Trinidad and Tobago in an action for Oppression and a prosecution for fraud of former Chief Executive; Representing a former Cabinet Minister of Commonwealth country charged with corruption; Representing a Channel Island investment firm in relation to refusal of consent to permit transactions; Prosecuting a major Caribbean Island investigation into bribery and corruption relating to land development; and Advising multinational on money laundering issues.” What makes you the right business crime defence lawyer? “International experience of advising and representing clients personal and corporate in crime and civil fraud issues as well as advising the wronged!”


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Company Formations

Ava Lovell, Manager 21 Regent Street, 2nd Floor, Belize City, Belize Tel: (501) 227 2567 Fax: (501) 227 7018 Email: corporate@belizebank.com alovell@belizebank.com Web: www.belizecompanies.com

Setting up shop in Belize

I

nternational company formations are still on the rise thanks to continued improvements in the global economy, continued investor confidence and increased access to funding. These combining factors are encouraging record numbers of individuals to start their own businesses hence the strong demand for incorporation services.

As part of the wider economic recovery, many countries are making real efforts to attract international business and the process of forming a company has been simplified; this said, there are many jurisdictions to choose from but it is very important to engage a professional adviser once you have chosen a jurisdiction. Acquisition International speaks to Ava Lovell, Managing Director, Belize Corporate Services Ltd. about setting up shop in Belize.

authorizing it to carry on such business; • carry on business as an insurance or a reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorizing it to carry on such business “The Belize IBC is exempt from all forms of taxation in Belize including Stamp Duty. “Belize Bank Limited offer confidential, professional and efficient services in a timely manner. There are limited filing requirements as in order to register an IBC, the IBC Registry only requires the Memorandum & Articles of Association. “There is no requirement for filing Directors and Shareholders information. There are no minimum paid-up capital requirements.

Belize Bank Limited is the oldest and one of the largest Registered Agents in Belize providing company formation and maintenance services for the past two decades. The Belize Bank’s license is managed by a subsidiary company, Belize Corporate Services Limited.

“There is also no requirement for statutory accounting or audit records to be kept or filed in Belize.

Ava Lovell comments: “We primarily form Belize International Business Companies but also provide formation in other Jurisdictions as well. We offer full maintenance and ancillary services such as Restoration, Certificate of Good Standing, Certificate of Incumbency, Redomiciliation (Continuation), Name Change etc.

“Only one Director and one Shareholder are required for incorporation and they can both be nominee. A Belize IBC can be incorporated without the individual traveling to Belize but we always encourage our clients to visit us and experience all the wonders that our jewel has to offer, especially our exceptional snorkeling.”

“We also provide back-office services for Registered Agents who have acquired their licenses but find it costly to operate an office. The Belize Jurisdiction boasts the fastest turn-around incorporation time of 24 hours and also one of the most cost effective, with the Government fee at only US$100. We also form International Trusts and International Foundations.

Ava, why is it so important to use a professional? “It is vital that clients understand the importance of using a qualified and licensed professional when seeking corporate services. If you do not work with a competent professional well versed in the relevant laws and procedures that has your best interest at heart, you may be taking significant legal and financial risks. E.g. if you are incorporating a company for the purpose of trading in foreign exchange, a license is required and an application must be submitted to the IFSC for approval. If you form the company and do not obtain said license, when the IFSC becomes aware of the activities of the company, the company could immediately be struck off the Register and otherwise be subject to criminal sanction.

“Our typical client is an individual who is seeking asset protection in a well regulated, stable and confidential jurisdiction.” Setting up shop in Belize Ava Lovell elaborates: “In accordance to Section 5(1) of the IBC Act, an International Business Company is a company that does not: • carry on business with persons resident in Belize; • own an interest in real property situate in Belize, other than a lease referred to in paragraph (e) of subsection (2); • carry on a banking business unless it is licensed under an enactment

The Future Ava Lovell concludes: “As we continue to put all our efforts into the recovery from the economic downturn, we remain optimistic that Belize incorporation growth will exceed the rate of global economic growth.”

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Company formations

Rikvin Group Forming companies in the heart W

ith the economic boom of Asia, Singapore has become the ideal springboard to many of the markets in the Asia Pacific region. Acquisition International speaks to the business incorporation expert, Rikvin about how the firm helps and advises foreign companies and entrepreneurs to navigate through the incorporation process in Singapore and the Marshall Islands, whilst avoiding the common pitfalls that many fall victim too when left unguided or mis-advised. Rikvin Pte. Ltd. is a Singapore-based firm that provides professional incorporation, accounting, tax, and immigration services. Rikvin has incorporated thousands of companies since 1998, at their head office, conveniently located in Raffles Place – the heart of Singapore’s business district. In Singapore, a new start-up company pay Zero tax on the first S$100,000 of chargeable income for the first three consecutive years. A further 50% exemption is given on the next S$200,000 of the chargeable income.

in Singapore is the Private Limited Company. It is a type of private company limited by shares and registered with Accounting & Corporate Regulatory Authority (ACRA) under the Singapore Companies Act. A Singapore Private Limited Company has a separate legal entity from its shareholders, and therefore they are not liable for the debts and losses of the company beyond the amount of their share capital. For a foreign individual wanting to establish their corporate presence in Singapore, they can either incorporate the entity with or without relocation. If the company intends to relocate, they have two options, with an Employment or Entre Pass. Satish Bakhda elaborates: “The Employment Pass is our most popular option whereby a foreign entrepreneur, professional, executive, director or employee who plans to relocate to Singapore to work in or run a business operation from Singapore. To obtain the pass the party will have to incorporate the Singapore Company and obtain a work pass visa, commonly known as Singapore Employment Pass.

If relocation is not a possible option, Rikvin provides a Nominee Director Service for your company. Satish Bakhda adds: “Our service allows the party to meet the statutory requirements to appointment at least one Singapore based director” ACRA To form a private limited liability company, the incorporation paperwork must be filed with the Singapore Accounting and Corporate Regulatory Authority, commonly known as ACRA. Satish Bakhda explains the procedure: “The company name must be approved by ACRA before the Singapore Company can be incorporated. ACRA will reject a proposed company name for the purpose of incorporation if it is identical to another existing company Name, undesirable or similar to establish Names or trademarks such as Coca Cola and Temasek.

“The EntrePass is designed to facilitate the entry and stay of entrepreneurs who are ready to start a new business and be actively involved in the operations of the company in Singapore.

“Once ACRA approves the company name, incorporation documents may be filed immediately. With all appropriate documents in place, ACRA can approve an incorporation of a company within a few hours. The confirmation, together with the company registration number, is sent via an email notification.

For applicants who are applying for EntrePass, a minimum of S$50,000 paid up is required.

“The Entre Pass is primarily meant for entrepreneurs that do not have a degree or specialised skills in the relevant field, but

“In summary to file for incorporation with ACRA, the following information and documents are required:

Satish Bakhda commented: “The most common type of company to be incorporated

have a proven track record of successful business ventures or unique business ideas with potential economic development.”

• Company Name • Brief Description of Business Activities • Shareholders Particulars

Setup Requirements for Singapore Company Registration • Minimum 1 Shareholder + 1 Resident Director + 1 Company Secretary. • Minimum initial paid-up share capital is S$1. • Singapore Company must have a Singapore registered office address.

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Company Formations

rt of Singapore • Directors Particulars • Registered Address of the Singapore Company If the individual/company is overseas, they can E-mail Rikvin the scan copies of the official documents. Upon receiving the required documents and payment we will prepare the incorporation documents to be duly signed either in Singapore before us or overseas before Notary Public or Singapore Embassy. Satish Bakhda elaborated: “All official documents must also be in English or officially translated in English; if the company is having trouble doing this, we can assist them.” Opening of a Corporate Bank Account “Once the company has been incorporated, the party may open a corporate bank account with any of the local or international banks based in Singapore, and in some cases, overseas, commented Satish Bakhda, he continued: “If the company is unable to come to Singapore, the company may choose a bank that allows opening of a corporate bank account without your physical presence. Standard Chartered Bank and HSBC are two of the international banks that allow you to open a bank account without you coming to Singapore.” Post Incorporation Some business activities in Singapore are subject to regulation by government authorities. Even if your business firm has been registered you cannot begin operation unless you have the necessary approval or license from the relevant government authorities.

Private schools, video companies, travel agencies, liquor distributors, moneylenders, banks, financial advisers, childcare centres and importers, wholesales and retailers of liquor licenses are some examples of business that need permits to operate. Satish Bakhda elaborates: “The Company must also register its office address and the office must be open to public for minimum of three hours per day during normal business hours on weekdays. “The Business registration number issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.” Rikvin specialises in not only company incorporation in Singapore but also in multiple premier jurisdictions such as the British Virgin Islands, Cayman Islands, Hong Kong, Mauritius, Malaysia, Seychelles and the Marshall Islands, located in the Pacific Ocean. Marshall Islands Company Registration Requirements The Marshall Islands (IBC) is a tax-free corporation designed for engagement into all forms of international business, with no reporting and minimum record-keeping requirements, and comprehensive confidentiality features. • Director: Minimum of one Director. • Shareholder: Minimum of one Shareholder. • Secretary: A Corporate Secretary. Note: Shareholder(s), director(s) and Corporate Secretary can be the same individual person or a corporate entity.

Marshall Islands Benefits • No minimum Paid Up capital • Marshall Island's corporations are statutorily exempt from any corporate tax, income tax, withholding tax, asset tax, and stamp duty or exchanges controls. • All Income is tax exempted. No capital gains or withholding tax • No annual accounts reporting or auditing is required Satish Bakhda concludes: “Regarding immediate incorporation, corporate existence can be obtained within one (1) business day. Upon confirmation of the date of existence of the new corporation, a company can be organized and transact business. “Although we can check the company name availability and register your preferred Company name within a day, we also have shelf ready made company. “It is also easy to open global corporate bank accounts in Singapore or Hong Kong in most world currencies to support Marshall Islands company formation. We work with a number of international banks to provide a Singapore corporate bank account opening service to our clients.”

Satish Bakhda 20 Cecil Street, #14-01 Equity Plaza, Singapore Tel: 0065 64388887 Email: satish@rikvin.com Web: www.rikvin.com

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Designing Global Climate Regulation

Designing Global Climate Regulation C

limate change law has developed so quickly and now merits its own practice area in many of the world’s major law firms. The law and its regulation have expanded as countries adopt domestic and international laws to reduce greenhouse gas emissions by shifting to less carbon-intensive industries and cleaner methods of production. Acquisition International speaks to Chiagozie Hilary Nwokonko, Partner, Oil, Gas and Natural Resources and Omolayo Longe, Associate Streamsowers & Köhn.

Streamsowers & Köhn offers oil and gas companies legal services which covers corporate advisory, acquisitions and divestments, tax, regulatory compliance and legislative advocacy, environmental and community relations issues. What policies/incentives are currently being used to promote less carbonintensive industries and cleaner methods of production? “Nigeria is a signatory to the Montreal Protocol as well as the amendments thereto on the Substances that Deplete the Ozone Layer and in line with these treaties it was expected that the consumption of ozone depleting substances (“ODS”) especially chlorofloro-carbons (“CFC”) would be brought to zero by the 1st January, 2010. “To achieve this goal, the National Phase out Plan (“NPP”) was implemented. The objectives of the NPP for the elimination of CFC in Nigeria were: • Phase out the remaining use of CFC in the foam sector in Nigeria through a combination of awareness actions, policies and regulations as well as individual and group ODS phase out projects. • Achieve complete phase out of CFCs in the refrigeration service sector in Nigeria by December 2009 in accordance with Nigeria’s ODS reduction obligations under the Montreal Protocol. • Ensure timely, sustainable and cost effective CFC phase out in the refrigeration sector through the development and implementation

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Mr. Chiagozie Hilary-Nwokonko 16D Akin Olugbade Street Victoria Island, Lagos Tel: 234 1 271 2276, 234 271 3846 234 461 1820 chiagozie@sskohn.com www.sskohn.com

of a combination of legislation, training, recovery/recycling and management components. “In line with this plan, there has been a supply of ozone friendly foaming machines to several beneficiary companies in the south eastern, south western and northern parts of Nigeria, training programs and the gradual phase out of equipment that produce ozone depleting susbstances.

How has the economic crisis altered climate change in your jurisdiction? Positive or negative, what factors have driven this? “Following the recent financial crises, there has been a general shift from the environmental needs of the world such that the creation and enactment of environmental policies and laws have been put on a back burner for the more “pressing” financial and economical needs.

“Since January 2010, CFC imports have been closely monitored in order to meet the aims of the government under the National Phase-out Plan.”

“A greater awareness of the environmental needs of Nigeria has however been created. The passage of the National Climate Change Commission Bill by the Nigerian National Assembly makes this a good case in point. This has stemmed from the realization that lack of sustainable development may eventually lead to scarcity of resources as great number of world industries trade in some form of natural resource or the other. Therefore, in future there should be the creation of clear, long term and stable policy frameworks in order to reduce risks for investors.

When it comes to sustainable and renewable policy, how do you think your jurisdiction fares in comparison to immediate neighbors and international leaders? “There has been recent realization that that current paths of development are clearly unsustainable, and that there is now a need to preserve the integrity and the natural resource base of the environment both for present and future generations. This has led Nigeria to engage in policy reforms like other countries of the world. “Renewable energy options are currently being examined especially in the energy generation and petroleum production sectors of Nigeria. This has led to proposals that reform of the policy landscape be done to enable the sustainable utilization of flared gas for community based electricity provision and the development of community based energy service provision based on renewable energy sources. The aim of this would be to enhance the capacity of the public sector in relation to energy service provision thereby enhancing the delivery of other public services including health, education and water. “Like other countries, Nigeria has become aware of the need to create and maintain sustainable and renewable environmental policies. Following this, the National Climate Change Commission Bill was passed by the national assembly. This bill is however yet to be signed into law by the President as is mandatory for the creation of statutes in Nigeria.”

“There has also been greater investment in low carbon technologies like the clean development mechanism being employed to minimize the green house gas emissions in Nigeria today. Investment from foreign investors in climate friendly technologies is also being promoted.” In what ways do you anticipate climate change law changing over the next two years? “In light of the ever increasing environmental problems being faced in the world today, it is naturally expected that environmental laws, over time, would become more detailed taking into cognizance substances that were previously thought to be harmless, inconsequential or even non-existent. “Also enforcement of these policies and laws would over time be addressed by the government by the application of a higher amount of government funds to the protection of the environment as well as the creation of centralized databases to be used to measure the progress of the government in protecting the environment.”


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The Property Litigator

The Property Litigator D

isputes in the acquisition, management and disposal of all types of property are extremely common and litigation is an unavoidable reality in today’s property landscape. The recent uncertain economic times have created fresh challenges for all those who own, occupy or deal with both commercial and residential property and there have been some interesting developments in property case law arising out of the recession. Acquisition International speaks to “The Property Litigators” Andrew Walker is the founding partner and head of the CMS Cameron McKenna Real Estate Disputes Team, consisting of nine lawyers specialising in advising clients how to “avoid, manage and resolve” real estate disputes. The Team’s client base includes major developers, such as Taylor Wimpey and Berkeley Homes, together with major investors/landlords like The Prudential and Welcome Trust and retail operators like Sainsbury’s, together with public sector bodies and financial institutions. Their client list continues to grow and recent new clients have included The Portman Estate, BT, Royal Mail and National Grid.

Andrew Walker andrew.walker@cms-cmck.com www.cms-cmck.com Mitre House, 160 Aldersgate Street, London EC1A 4DD 020 7367 2710

meetings. Keeping an accurate file of correspondence/emails/ attendance notes for any given project or transaction.” How has the growth of ADR affected demand for property litigators in your jurisdiction? “There tends to be a greater emphasis in property disputes to seek to resolve them without a determination being imposed in a formal process; probably the main driver for this is that the parties may well have an on-going relationship for many years (i.e. landlord and tenant under a long lease) and therefore property litigators have been adept at utilising ADR for many years as a forum to seek a resolution of a dispute. We have participated in a number of mediations and also the use of determinations by an independent expert jointly appointed by the parties (this ensures the dispute can be dealt with quickly, cheaply and by a recognised expert in the relevant field). Accordingly, the growth of ADR has not resulted in a lesser or greater demand for property litigators, but instead the knowledge and growth of ADR has encouraged more people to seek to resolve disputes by this method rather than by formal court process. In any event, it has always been the case that a small minority of cases actually go to formal court process.

What are the most common types of property dispute leading to litigation? “In the current market, the types of disputes most likely to lead to a formal court process include those in the insolvency arena (i.e. insolvent tenants), disputes on overage provisions in development agreements, some significant dilapidations claims and also disputes on whether or not a break clause in a lease has been properly exercised.” What steps can be taken to avoid property disputes in the first place? “Clear and unambiguous documents, which deal properly with the factual matrix. Adhering to the express provisions of a document when exercising any rights under it. Checking the identity (including registered name and office) of the parties to a document when exercising and seeking to service notices on such parties (including checking that the parties still have the relevant property interest). Accurately recording in writing something which has been orally agreed and keeping contemporaneous notes of what is said in

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The Future of Trade Unions

The Future of Trade Unions T

he power yielded by trade unions in the UK has been in a steady decline since the 1980s, however there are still some industries that are strictly unionised, and with good reason. Acquisition International speaks to Stephen J. Pinder, partner and Head of Employment Law at EAD Solicitors LLP about the future of trade unions. “I have undertaken trade union work for over 20 years, and EAD has advised trade unions for a similar period. We act on behalf of a number of trade unions, acting for individual members and for trade unions as organisations. This includes pursuing claims, providing advice for individual members, and also dealing with collective issues such as advising on trade union mergers and rules. “EAD provides access to specialist departments and Solicitors undertaking only the work required for trade union members such as personal injury/disease cases and employment law rights. EAD for example has a dedicated Employment Law Unit only undertaking employment work, focusing upon all employment issues, including specialist trade union rights such as the right to be consulted, and advice concerning application of specialist trade union legislation. EAD also provides a service relating to other issues such as wills and probate, property law and general legal advice. All trade union members referred to EAD are seen by Solicitors and deal with in a professional and responsive manner. That personal service and dedication to the needs of clients ensures that EAD stands out in a very competitive field. “EAD has been involved in a number of high profile disputes, by providing advice in relation to industrial action ballots. This has included being involved in challenging employers who wish to prevent industrial action taking place, and dealing with Court applications for injunctions and proceedings on appeal. In addition, EAD have been involved in advising in relation to many sensitive employment law problems within workplaces and this has been to ensure that individual member rights are respected and protected, and also negotiating on behalf of workers to ensure that they retain a job in the workplace, on a basis which is viable for them and their employer. It is difficult to be more particular because of issues of confidentiality in relation to individual cases.” Do trade unions have a future in the United Kingdom? “Trade unions are necessary across all industrial sectors, and the sectors in which trade unions operate do differ. For example, there are many small businesses in which trade unions operate, and trade unions work with employers to ensure that businesses are viable, as well as ensuring that individual terms and conditions and employment rights are respected. In large industries such as local government, the trade union collective approach is crucial in negotiating collective agreements and having trade unions present in this way allows employers to deal with individual employment

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issues on a sensible and collective basis. If for example in a local authority ever individual worker had to have a personal contract of employment negotiated, this would be unworkable in practice. A great advantage of joining a trade union is that you have access to collective strength through the union as a whole and all of its members, and you are able to influence collective bargaining within workplaces. Trade Unions provide representative and assistance, for example when dealing with individual grievances and disciplinary issues, as well as providing external benefits such as legal assistance through Solicitors. In addition, through trade unions individuals have a right to play a role in the political structure, through the union’s political funds and participation within politics through trade union affiliation to The Labour Party. “Within organised workplaces I find that individual workers are familiar with their rights in the workplace, but this does differ according to individual experience and responsibility. Within workplaces individuals have access to trained trade union representation, from Shop Stewards and Health and Safety Representatives. Trade unions have been crucial in improving health and safety standards in workplaces, and in pursuing legal cases. For example, most of the advances in personal injury/disease law and employment rights have been through cases supported by and pursued by Trade unions. Employers do have a duty to provide a statement of employment terms and conditions, but this sets out individual terms, not necessarily employment rights in the workplace. Employers cannot be expected in my view to assist workers all of the time in pursing their rights, that is really the role of employee groups such as trade unions. “In summary, there has never been more need for trade unions in the workplace as there is a recession and there are many redundancies and changes in employment terms, individuals should be in a trade union to ensure that their rights are properly addressed and protected. Trade unions also provide many wide ranging benefits to members and their families and when there are so many changes in the general law, having access to a specialist organisation is crucial. There are also many changes in matters such as the provision of Legal Aid, and having access to trade union support to pursue a claim takes away that uncertainty. Trade unions are not obsolete, but they do need to ensure that they are reflective of the modern workplace and the needs of members.”

Prospect House Columbus Quay Liverpool L3 4DB

Stephen J. Pinder Telephone: 0151 735 1000 Fax: 0151 291 2525 DX740875 Liverpool 12 stephen.pinder@eadsolicitors.co.uk www.eadsolicitors.co.uk


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The Future of Trade Unions

Martin Warren Telephone: 0845 498 7559 martinwarren@eversheds.com www.eversheds.com Eversheds One Wood StreetLondonEC2V 7WS

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cquisition International speaks to Martin Warren, Partner and Human Resources Practice Group Head at Eversheds LLP, who has over 20 years of experience advising large employers on all aspects of trade union law. Martin has been involved in a number of significant test cases before the Employment Appeal Tribunal and Central Arbitration Committee and has advised on labour relations strategies for companies such as General Electric, Ryanair, Virgin Atlantic Airways, Mission Foods and Calor Gas. He is currently working with a number of large corporations in relation to restructures, redundancy, industrial action and related collective issues. He is a member of the American Employment Law Council, the Labour and Employment Relations Association and chairs the CBI Employment Policy Forum. Martin Warren commented: “Our specialist labour law team has unrivalled experience in both UK and international trade union labour law. Effective legal advice in this field, in particular, requires experience and not just book-learning. Our continuous exposure to trade union issues gives us a knowledge of strategy and tactical options which we deploy for the benefit of our clients. For example, we have conducted more union recognition cases before the Central Arbitration Committee than any other law firm and we have extensive and current experience of advising high profile employers faced with industrial action.” So Martin, how are trade unions responding to the challenges of declining membership? “In response to a long term decline in membership, some trade unions have merged in order to increase their membership and negotiating power. The creation of Unite, a ‘super union’ with over 1.5 million members after the merger of AMICUS and the Transport and General Workers Union, is one such example. Another trend is the creation of global trade union alliances with the aim of challenging multinational firms. An example is Workers Uniting, an alliance involving Unite in the UK and America’s United Steelworkers. Other initiatives undertaken by trade unions to boost membership and profile include; seeking to better exploit their internet presence, for example, membersonly online news, resources and services and direct political campaigning in support of their members’ interests. However, none of these initiatives have, so far, stemmed the long-term decline.”

What are the current laws on trade union organization? Have there been any changes in UK legislation as a result of recent disputes? “The vast majority of trade unions recognised in the UK are recognised by the employer on a voluntary basis. However, legislation also provides for a trade union to require an employer to recognise it for collective bargaining over pay, hours and holidays, if a majority of the workers in the bargaining unit wish it. “Whether a trade union is recognised on a voluntary or statutory basis, it will enjoy the package of legal rights picked up by recognised trade unions, for example, the right to be informed and consulted in a collective redundancy situation. “Where an employee is an official of a recognised trade union, he/she is entitled to reasonable time off with pay during working hours to carry out his/her duties, for example, negotiating pay and conditions with the employer. Similar rights apply to trade union learning representatives engaged in training-related activities. Any employee who is a member of a recognised trade union is entitled to take unpaid time off during working hours for trade union activities or to access the services of a learning representative. “Whether or not an employer recognises a trade union, trade union members and officials have legal rights that broadly require an employer not to treat them any less favourably because of their union membership and/or activities than the employer would treat a non-union member. “Industrial action will be unlawful unless it is taken “in contemplation or furtherance of a trade dispute” and a number of specific statutory requirements are complied with. In particular, these include conducting a ballot and notifying the employer in accordance with detailed rules and a prohibition on secondary action and unlawful picketing. A recent court decision has made it harder for employers to use injunctions to stop industrial action taking place. “Some employers are calling for the reform of strike laws. Proposals include permitting the use agency temps to cover for striking workers and requiring 40% of balloted members to support a strike as well as a simple majority of those voting and a strengthening of steps to curb wildcat strikes. However, the Government is resisting such change, viewing it as inflammatory in the face of budget cuts and trade union negotiations.”

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International Anti-Corruption Regulation

International AntiCorruption Regulation O

ver the course of the last 15 years, anticorruption law has established itself as an important, transnational legal specialty, and it is a prominent reality in international business, however according to a survey by the International Bar Association, 40% of lawyers are unaware of the existence of major international anti-corruption conventions. Acquisition International speaks to the experts. Koep & Partners was established in 1982 by now Senior Partner Peter Frank Koep. The firm specialises in general corporate and commercial work, litigation, property law and natural resource law. Meyer Van Dan Berg is associate at Koep & Partners. PAZ HOROWITZ advises and represents foreign and international corporate clients in what might be called the anti-corruption “red flag” industries such as oil & gas, mining, hydro, telecommunications, construction, aviation, tourism, and agribusiness. Bruce Horowitz is founder partner of the PAZ HOROWITZ Law Firm. Sjöcrona • van Stigt, specialiststs in corporate criminal defence, was founded in 1992 and has long been the largest criminal law firm in the Netherlands. Enide Perez and Max Vermeij, criminal defence lawyers at Sjöcrona • van Stigt (The Hague office) both have multiple publications on anti corruption legislation. Enide Perez, a partner since 2008, cochaired a panel on the subject at the transnational crime conference of the International Bar Association last June. Can you please describe the domestic laws and regulations surrounding AntiCorruption Regulation in your

jurisdiction? Meyer Van Den Berg: “The prevention of corruption in Namibia is dealt with in terms of the following legislative enactments: 1. the Anti-Corruption Act 8 of 2003, which establishes an Anti-Corruption Commission and provides for the prevention and punishment of corruption, including bribery; 2. the Prevention of Organised Crime Act 29 of 2004, which contains measures to combat organised crime, money laundering and criminal gang activities, and establishes a Criminal Assets Recovery Fund and a Criminal Assets Committee; 3. the Financial Intelligence Act of 2007, which contains measures primarily aimed at combating money laundering activities in Namibia; and 4. the Constitution of the Republic of Namibia of 1990, which provides for an Ombudsman whose functions include the investigation of complaints of alleged or suspected corruption and misappropriation of public monies. Bruce Horowitz: Ecuador is a signatory to the Inter-American Convention against Corruption (1996), the United Nations Convention against Corruption (2005), and the Andean Plan of Action against Corruption (2007), although the Ecuadorian legislature has yet to implement all of the treaties´ anti-corruption measures. “Ecuadorian laws and regulations provide administrative, civil and criminal sanctions for bribery and extortion of any amount, including gifts or hospitality of any value. Facilitation payments are considered to be illegal bribes. However, you would be right to conclude that there is a low risk of being locally prosecuted for business-to-government bribery. Your real risks are tangential and economic. Once you are known as someone who bribes or takes bribes, then contemporary due diligence methods will lead

Hugo Meyer van den Berg meyer@koep.com.na www.koep.com.na 33 Schanzen Road, Windhoek, Namibia 00264.61.382.800

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potential foreign business partners, lenders, guarantors and merger/acquisition subjects to either loudly or silently drop you from their business plans. Business-to-business bribery is not directly prohibited, but it is subject to civil remedies and criminal prosecution based on quasi-fiduciary obligations. Extortion victims, who submit to paying bribes, have a defense based on that extortion, but in practice it is very difficult to prove that defense; and even victims who have made the extortion payment (with full police knowledge and surveillance) have found themselves being charged as co-defendants.” With the regulation in the Dutch Criminal Code, the Netherlands comply with the requirements of the OECD Convention on combating bribery of foreign public officials and the United Nations Convention against corruption. Enide Perez: “Jurisdiction exists over all Dutch and foreign persons and companies who commit these offences in the Netherlands. Jurisdiction of the Dutch court also exists in case of bribing abroad of Dutch public officials, whether this is done by Dutch or foreign persons or companies, if the offence is also punishable under the law of the foreign country. Also bribing abroad of foreign public officials by Dutch persons or companies falls under the scope of Dutch jurisdiction, again, provided that the offence is also punishable under the law of the foreign country.” What are the primary foreign and domestic bribery laws enforced in your jurisdiction? BruceHorowitz:“Domestically,Ecuadoriananticorruption laws are guided by the Constitution of 2008, which states that it is the duty of the Ecuadoriangovernmenttoguaranteeeverycitizen’s right to a life without corruption (Article 3), outlawing corruption in the public sector (Article

Bruce Horowitz bhorowitz@pazhorowitz.com www.pazhorowitz.com Site Center, Calle del Establo, Cumbayá, Quito 00000, Ecuador 593-2-398-2900


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International Anti-Corruption Regulation

233), and outlining the structure of the government´s primary anti-corruption unit (Articles 204-208). The Organic Law on Public Servants (2010), states that any public sector employee found guilty of corrupt practices will be dismissed (Article 48), and offers protection for whistleblowers (Article 23). Lastly, the Ecuadorian Criminal Code criminalizes the offer, delivery, request, and acceptance of inappropriate transfers orpromisestopublicsectoremployees(Article285291). Furthermore, the crime of bribery still exists alongside the statutory crime of corruption.” Who regulates and enforces these laws? Are there any patterns of enforcement in your jurisdiction? Bruce Horowitz: “The Constitution of 2008 assigned the task of preventing and combating corruption in the public and private sectors to the government’s Transparency and Social Control Branch (Articles 204-206). Within this organization, it is the responsibility of the Council for Public Participation and Social Control (CPCCS) to foster public participation in the fight against corruption, establish mechanisms for public sector accountability, investigate reports of corruption, issue reports to be used in legal proceedings, protect whistleblowers, and designate the principle authority of the Office of the State Prosecutor (Article 208). “In addition, Executive Decree No. 1511 (2008) established the National Secretariat of Management Transparency (SNTG), whose goal is the prevention, combatting, and investigation of denunciations of corruption within the executive branch. The SNTG reports its findings to the CPCCS for further processing.” Can you please define the main differences between individual and corporate liability? Enide Perez: “Corporate criminal liability presupposes an act or omission of an individual. This individual act or omission can lead to corporate criminal liability if a judge rules that it is "reasonable" to attribute the behavior to a corporate entity. The Dutch Supreme Court has ruled that, generally, an act that has been committed "within arm's length" of a company, or "within the setting" of a company, may be "reasonably" attributed to this company.

“After it has thus been established that a corporate entity has committed a criminal offence, certain natural persons within the corporation (other than the individual, material perpetrator), of whom it can be proven that they have "directed" or "ordered" the prohibited conduct, can be held criminally liable as well.” What is the general feeling towards Whistle-blowers in your jurisdiction? Is it a common occurrence? Meyer Van Den Berg: “While whistle-blowing is not regulated by statute, in practice, prosecutors have been known to refrain from prosecuting an individual or to push for a lesser sentence in the event of a guilty plea or in exchange for ‘whistleblowing’ by accused persons.” Bruce Horowitz: “Internal whistle-blowing is relatively uncommon, in part because of administrative requirements that the complainants identify themselves; in part because of what is called “esprit du corps”; and in part because of strong constitutional, legislative and case-law protection of personal honor against defamatory statements. As in other countries, most outsiders admire whistle-blowers, while most insiders see whistle-blowers as the enemy. There are rarely news reports about whistleblowers, and only a handful of “whistle-blower” cases have reached the appellate courts have been published since 2006, mostly as appeals for reinstatement of jobs from which the whistleblowers had been dismissed. Interestingly enough, a majority of these whistle-blower decisions have supported the complainants, not the government. In three out of the seven reported whistle-blower cases that we have found, the Constitutional court found that the fired whistleblowers had failed to support their denunciations of corruption, and that, therefore, the administrative firing processes had not violated their “due process” rights. In the other four published cases, the Courts held that “truth” is a defense against a claim of libel, or that that the administrative firing processes had violated “due process rights, requiring reinstatement of the previously-fired whistle-blower. “We have located only three external whistleblowing cases against corrupt practices (that is,

E: ep@svsadvocates.com E: mv@svsadvocates.com T: 0031-70-3467472, 0031-6 22795366 www.svsadvocates.com ‘t Hoenstraat 5, 2596HX, The Hague, Oostmaaslaan 71, 3063 AN Rotterdam, Netherlands

complaints filed by persons who are not within the formal governmental hierarchy). We have heard about several cases, and know of one existing case in which extortion victims, assisted by the police, submitted to extortion demands, where the perpetrators were then caught redhanded by the police; but after which the victims were charged as co-defendants along with the extortionist. The lesson here is that you need to be extremely careful when acting as part of a sting operation. In a case involving the expulsion of a student whose parent publically denounced illegal schooling charges, the Constitutional Court ordered the reinstatement of the student based on the lack for grounds provided for expulsion and the constitutional right to public education.” How closely are corporate gifts and gratuities monitored? Is there a fine line between a gift and bribery? Meyer Van Den Berg: “Bribery is couched in wide terms in the Anti-Corruption Act. In terms of this act, it is deemed an offence when anyone, under certain circumstances, gives or agrees to give to a public officer (and vice versa) any ‘gratification’ as an inducement or a reward for certain purposes. The term gratification is defined by the Anti-Corruption Act to include, among other things, money or any gift, loan, fee, reward, commission, valuable security or property or interest in property of any description, whether moveable or immoveable. Furthermore, gratification includes any valuable consideration or benefit of any kind, any discount, commission, rebate, bonus, deduction or percentage.” What is your approach when corruption crosses international boundaries? How do you prosecute in a foreign jurisdiction? Bruce Horowitz: “Although the InterAmerican and UN Conventions against Corruption establish the obligation to criminalize the bribery of foreign government functionaries, no pertinent local laws have been passed in Ecuador. The Attorney General is responsible for applying the general norms for bribery that are found in the Criminal Code, but these norms may not be specific enough to sanction the bribery of a foreign government functionary in a foreign country. “

Enide Z. Perez

Max J.N. Vermeij

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Global M&A up 28% from H1 2010 meyerlustenberger Rechtsanwälte Attorneys at Law a.vogel@meyerlustenberger.ch www.meyerlustenberger.ch Austria

PF&P RECHTSANWÄLTE Büro Gasteig flohr@pfp-legal.de www.pfp-legal.de Germany

Mauro RubinoSammartano Bianchi RubinoSammartano & Associati mauro.rubino@brsa.it Italy

DBB Law Benoit Simpelaere bsimpelaere@dbblaw.eu Leonard Hawkes lhawkes@dbblaw.eu www.dbblaw.eu Belgium

Lanning G. Bryer Ladas & Parry LLP lbryer@ladas.com www.ladas.com USA

Ravi Kini M.V. Kini & Company ravikini@mvkini.com www.mvkini.com India

Isabel Dutilh Pablo Usandizaga Tel. (34) 91 431 13 36. Madrid Tel. (34) 93 280 11 44. Barcelona vialegisdutilh.abogados@vialegisdutilh.com www.vialegisdutilh.com

Jean-François Alandry Eurohold,S.L. jfa@eurohold.com www.eurohold.com Spain

Dr. Patrick Giesler Meyer-Köring giesler@meyer-koering.de www.meyer-koering.de Germany

Fred Onuobia G. Elias & Co. fred.onuobia@gelias.com www.gelias.com Tel: (2341) 2806970-1 Nigeria

Uysal & Tolan Law Tel: +90 (212) 328 01 00 Fax: +90 (212) 328 01 61 www.uysal-tolan.com Turkey

Dev Erriah Erriah Chambers deverriah@intnet.mu Tel: +230 2082220 Mauritius

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lobal M&A for the first half of 2011 totalled US$ 1,161bn, up 27.9% from the same period in 2010 (US$ 907.8bn). Deal count was down by 2.7% at 5,684 announced deals compared to 5,843 for H1 2010. H1 2011 was the busiest H1 period since H1 2008 which closed at US$ 1,266.1bn. Despite a strong start to the year, US M&A dipped in Q2 to US$ 186.3bn, a 33.4% decrease compared to Q1 2011 (US$ 279.6bn), though a 4.4%increase on Q2 2010 (US$ 178.5bn). Even with the Q2 dip, US activity for the first half of the year reached US$ 465.9bn, which is its highest sinceH1 2007 (US$ 844.5bn) and a 44% increase on the same period in 2010 (US$ 323.5bn). JP Morgan, having led the global M&A financial advisory tables by total deal value in the first quarter of the year, has been displaced by Goldman Sachs. Goldman has worked on all three of the largest deals announced in the second quarter of 2011. The growth of private equity-backed buyouts is continuing last year’s momentum, with H1 2011 seeing buyouts valuing a total of US$ 134.7bn. This is 59.2% higher than H1 2010 (US$ 84.6bn), and the strongest first half-year since H1 2008 (US$ 165.5bn). Q2 2011 saw US$ 73.4bn-worth of buyouts, an 19.8% increase on Q1 2011 (US$ 61.3bn). Buyout activity in both Q1 and Q2 2011 was higher than in the equivalent quarters in 2010, by 86.9% in the case of Q1 2011 (US$ 32.8bn in Q1 2010) and 41.7% for Q2 2011 (US$ 51.8bn in Q2 2010). With the announcement of 160 insolvency deals totalling US$ 6.9bn so far this year (down 70% from H1 2010 with US$ 23bn), the value of insolvency deals has continued to go down, and H1 2011 was the lowest first half since H1 2006 (US$

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Mauro Rubino-Sammartano is a senior partner of LawFed Bianchi Rubino-Sammartano & Associati, a firm that is frequently involved in national and international acquisitions and spin offs. Benoit Simpelaere, Partner, and Leonard Hawkes are both Members of DBBs Corporate team. The firm specialises in financing, mergers and acquisitions, for both well-established and start-up companies in diverse sectors including: logistics and distribution networks, real estate, information technology, mining and biotechnology - as well as asset deals for distressed companies. Lanning G. Bryer is a partner in the New York office of Ladas & Parry LLP and is the Director of the firm’s Mergers, Acquisitions and Licensing (“MAL”) Group. Mr. Bryer counsels clients in commercial transactions involving the acquisition, divestiture, licensing, securitization and other commercial uses of intellectual property rights. Ravi Kini is Managing Attorney at MV Kini & Co. M.V. Kini & Co. is a leading Law Firm empanelled with Air India Limited, IATA, Brihan Mumbai Electricity Supply and Transport Undertaking, National Highways Authority of India and others. The firm also advises on projects for Railways, Metro Rail, etc.

6bn). The second quarter, with 75 insolvency deals valued at US$ 3.9bn, saw the lowest Q2 value since Q2 2008 (US$ 3.2bn). Mega-deals (over US$ 10bn) accounted for a total of 17.6% of the value of global M&A announced in H1 2011, with US$ 202.7bnworth of deals announced, up 46.5% from H1 2010 (US$ 138.4bn). European M&A stands at US$ 391.7bn, an increase of 57.5% compared to H1 2010 (US$ 248.7bn) and the busiest H1 period since H1 2008 (US$ 499bn). Q2 saw US$ 215bn-worth of deals, a 21.7% increase compared to Q1 2011 (US$ 176.7bn). Asia-Pacifi c M&A stands at US$ 163.7bn, up 6.8% compared to H1 2010 (US$ 153.4bn) and is the busiest H1 period since H1 2008 (US$ 199.7bn). Q2 activity is down 19.2%, from US$ 90.6bn to US$ 73.2bn. Acquisition International talks to the leading adviser s about the 2011 so far in their jurisdiction… What are the key strengths of your team? Have you won any awards/accolades recently? Mauro Rubino-Sammartano: “The key strength of our team is a long and very large international experience in international deals for Italian clients and in Italian deals for non Italian clients.” Benoit Simpelaere: “Our multilingual team in the heart of Brussels combines a thorough knowledge of the sectors mentioned above with a straightforward commercial approach.” Lanning G. Bryer: “In view of the numerous transactions we have handled over the last 25 years, the MAL Group has extraordinary experience in the area of mergers & acquisitions as it pertains to intellectual property. I have been selected as a “Superlawyer” in the Mergers & Acquisitions Section of New York Superlawyer Magazine the past four years.”

Vialegis Dutilh Abogados is positioned as one of the leading law firms in the Spanish market for all specialisation areas within the scope of business law. With offices in primary business and financial locations in Madrid and Barcelona,Vialegis Dutilh Abogados has become a point of reference in the sector. Isabel Dutilh and Pablo Usandizaga are co-managing directors. EUROHOLD, S.L.specialises in CF in TMT, Health, B2B Services, Logistics, Distribution, Retail, Food Industry and Environment. Jean-François Alandry is CEO of EUROHOLD,S.L. G Elias & Co is one of Nigeria’s leading business law firms. G Elias & Co has an international outlook and an outstanding record of carrying out critical, innovative and complex work to the highest standards. The firm’s corporate finance areas include mergers and acquisitions, corporate restructuring, debt and equity financing. Fred Onuobia is the Managing Partner at the firm. Dev Erriah is Head of Chambers at Erriah Chambers, a firm that specialises in Finance, competition, offshore companies, funds, international banking & privatization, international tax & trust, mergers & acquisition, banking, private equity & venture capital, structured finance, aircraft finance & leasing, international arbitration & litigation.

Ravi Kini: “With our pan India presence and on the strength of our dedicated lawyers specializing in their respective fields, we are able to offer the best advice both in litigation and in corporate matters with less turnaround time and on enviable rates. We also have legal professionals who have earlier held high position in banks and hence our team represents a perfect blend of specialized legal professionals with sector specific expertise.” Isabel Dutilh: “The key strengths of our team are mainly three: knowledge, experience and customer relationship. “Our lawyers have a high level of training and extensive experience advising companies in all sectors. And our relationship with customers has been featured in major directories sector.” Dev Erriah: “Erriah Chambers has many qualified tenants specialised in different areas of corporate, financial, civil and criminal litigation, who provide different insights and perspective to the work undertaken.” What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? Mauro Rubino-Sammartano: “Experiencing the same problems of non Italian firms in Italy and of Italian firms abroad gives us a wider background than those who have only a one sided experience.” Leonard W.N. Hawkes: “Transactional success depends on close collaboration with our firm’s specialists in various areas including competition law, tax law and labour law.” Lanning G. Bryer: “We have handled complex multinational

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Number and Aggregate Value of Deals Globally: Q1 2006 - Q2 2011

transactions involving substantial intellectual property portfolios, as well as more modest transactions. The MAL Group has significant familiarity with the types of provisions that typically need to be included in merger; acquisition and asset purchase agreements as well as knowledge of the laws and practice of the relevant international jurisdictions to which the intellectual property rights pertain. Because of this specialized knowledge accumulated over many years, the MAL Group requires little in the way of a learning curve to handle intellectual property transactional matters on behalf of its clients.” Jean-François Alandry: “Seniority in negotiations lead, sectors knowledge, crossborder transactions experience, total implication in deals completion including data-room organization or due diligence supervising and participating to SPWA negotiation.” Fred Onuobia: “The key strengths of our team are practical legal knowledge and experience and focus on the specific

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requirements of the transaction. Experience has shown that clients are often focussed on the particular goal in sight and fail to see the larger legal, regulatory and business landscape. My team’s role is to merge the clients’ goals with the extant and potential legal and regulatory regime.” Dev Erriah: “Apart from being a Trust and Estate Practitioner (TEP), I have more than 15 years experience, specializing in the legal aspect of offshore business activities, international banking and finance, investment funds of all form, international and domestic tax law, international tax planning, international trust law and domestic trust, corporate laws, structured finance, international business law, domestic and international litigation, cross border insolvency, assets tracing and protection, economic crime and money laundering law, air-craft leasing and financing, aviation and shipping law, legislative drafting, drafting trust documents, commercial transaction documents, legal opinions on all areas of law, due diligence reports on local

companies and litigation, tailoring all such services to meet specific clients’ needs. Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in over the last quarter? How were you able to secure the role/s? Mauro Rubino-Sammartano: “Our clients include multinationals and foreign Governments. Our Bar expects its members to treat information on clients and their business in strict confidence.” Lanning G. Bryer: “Ladas & Parry LLP represented Merck & Co, Inc. in their merger with Schering-Plough involving the transfer of ownership of tens of thousands of patents. The MAL Group has also represented Chrysler Group LLC in marshalling its foreign patent portfolio as collateral for financing obtained from private institutions and The United States Department of the Treasury. Ladas & Parry, LLP has also assisted PPG Industries, Inc. in regularizing ownership of thousands of trademarks acquired from SigmaKalon.”


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Ravi Kini: “Few of our recent deals comprised of advising Mumbai-based technology Infrastructure Company in the acquisition of Bangalore-based e-governance service provider, in an all cash deal to increase the company’s hold in e-governance projects. We have also assisted a world-class manufacturer of high quality electronic components for the global industrial and telecom in the acquisition of a Company registered in England and Wales engaged in the business of manufacturing all types of transformers and inductors.” Jean-François Alandry: “Yes, purchase of Xacom by JZI and participation of SES Iberia (Siparex/Banco Espirito Santo) in GLT. Those 2 PE accepted to invest in these fast growing, profitable and exporting Spanish companies despite of local economical crisis and taking into account our recommendations.” Fred Onuobia: “Some of the several top deals we advised on include the Central Bank of Nigeria (“CBN”)/Bank of Industry US$3.3bn Quantitative easing

lending (the largest lending ever in Nigeria), the Asset Management Corporation of Nigeria US$20bn Bond Issuance Programme (the largest ever bonds offering in Nigeria) and the NGL II Project US$1.1bn Additional Debt Tranche. We secured these roles through bids, referrals and introductions.”

Benoit Simpelaere: “The Belgian economy is founded on small and medium sized private companies. Counselling these clients involves working with them on all steps in the life-cycle of a company, including development by external growth, mergers or acquisitions, divestiture and, indeed, dissolving a business.”

Dev Erriah: “We had numerous deals last quarter, inter alia, a cross border loan transaction for an extended loan amounting to USD 50 million with the borrower from Singapore, multiple guarantors from Mauritius and Cayman Islands, syndicated loan transactions notably between local company and various local banks for an amount of USD 80 million and other loan transactions between local and foreign borrowers.”

Lanning G. Bryer: “My colleagues and I always put their clients’ objectives first and foremost; used to working under tight deadlines, and being able to access an expansive database of proprietary transactional documents enables the Group to promptly and accurately analyze and process the necessary data.”

How does your firm add real value to the deal? Mauro Rubino-Sammartano: “If our firm adds a real value to the deal, it is its focus on psychology to understand the other party and to conduct patient and creative negotiations.”

Pablo Usandizaga: “The added value: our way of working based on our values (clear approach, applying legal criteria to solutions, commitment to providing results and client relationships based on trust) and our professional team. “The economic crisis has highlighted the importance of partner participation along all the legal advice. But this was our firm´s

13th Fl., 27 Sec. 3, Chung San N. Rd., Taipei 104, Taiwan, R.O.C. Tel: 886-2-25856688 Fax: 886-2-25989900/25978989 Email: email@deepnfar.com.tw www.deepnfar.com.tw

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Aggregate Deal Value by Region: Q1 2008 - Q2 2011

approach. For Vialegis Dutilh Abogados giving the best service and to add value to the clients has been our goal.” Jean-François Alandry: “Another time strong knowledge at an international level of determined activity fields, cultural proximity and strong control of all the process.” Fred Onuobia: “Our values of teamwork; responsiveness to clients’ requests; creativity; ethics; continuous improvements in everything that we do; and exceeding clients’ expectations enable us to add value to the deal by providing creative and business-oriented solutions to the complexities of the deal.” Dev Erriah: “Erriah Chambers is a high-quality Chambers specialising in International tax law, International trusts law, International Business laws and all aspect of offshore business activities. We always have in focus to provide a better, faster, higher value legal product to sophisticated purchasers of legal services. We continue to aim at providing personalised services to all client and to remain available at all times for assistance.”

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What patterns and levels of transaction activity have you witnessed in your jurisdiction over the last six months? How has Q2 compared to Q1? Leonard W.N. Hawkes: “On 14th June the Belgian D’Ieteren Group announced that it would sell its controlling stake in Avis Europe for 315 UK pence per share valuing Avis Europe at about 719 million €uros. “Also on 14th June the Belgium based chemical company Tessenderlo announced it had signed an agreement (subject to EU approval) to sell polyvinyl chloride (PVC) and chlor-alkali businesses to INEOS ChlorVinyls (part of UK-based Kerling, a leading manufacturer of PVC and caustic soda in Europe) for €110m on a cash-free, debt free basis. “On 23 June, Ageas, the Dutch-Belgian company, announced that (subject to regulatory approvals) it would transfer all of the run-off business of its (former Fortis) reinsurance captive Intreinco to Swiss Re. The transaction will, reportedly, be structured as a transfer of liabilities (amounting to €143m as at 31 December 2010) against a one-off payment by Ageas to Swiss Re.”

Lanning G. Bryer: “Despite the softness in the economy, our firm has noticed an increasing level of activity in the area of M&A. Absent major disruptions to the economy; we believe this trend will continue. The second quarter has been equally, if not more active. Certainly we have not seen any significant retrenchment in the M&A area.” Isabel Dutilh: “We have observed an increase in the volume of operations. Most of them are consolidation movements and acquisitions of Spanish companies by foreign companies. There are good and solid Spanish companies with cash flow problems due to the difficult access to credit. This is seen as an opportunity to enter the Spanish market.”We have observed an increase in the volume of operations. Most of them are consolidation movements and acquisitions of Spanish companies by foreign companies. There are good and solid Spanish companies with cash flow problems due to the difficult access to credit. This is seen as an opportunity to enter the Spanish market.” Fred Onuobia: “The surge in activity has been largely banking sector-specific and has remained unchanged both in Q1 and


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Q2. The CBN has set a September 30, 2011 deadline for undercapitalised banks to recapitalise or be liquidated.” Dev Erriah: “Mauritius is progressively paving its way to establishing a solid investment fund industry in the offshore sector, the banking sector alone is over $1 billion. About 90% of the active funds invest in Indian securities and shares and more than half of the registered offshore funds are listed on international stock markets. South Africa, the United States, India and Non-Resident Indians represent the major sources of offshore investment.” The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? Mauro Rubino-Sammartano: “An increase in acquisitions is characterizing 2011 while also spin offs are frequent. We have noticed a clear willingness to acquire transnational markets.” Benoit Simpelaere: “Different reasons appear to have driven the Belgian companies’ divestment decisions mentioned above: but infact they have a common theme, which is bringing focus to a core business. D'Ieteren explained that its business would become less cyclical and less capital intensive. Tessenderlo will exit from the commodity chemicals market and can focus on higher margin speciality chemicals. Ageas will simplify its organizational structure and should have no reinsurance liabilities on its general account by year end.”

Dev Erriah: “A higher level of investments has been the main cause of this increase. The stabilisation of Mauritius’ offshore sector along with many more regulations is very much assisting the monitoring of the framework. Finally, there may be some reputational risks associated with potential money laundering in the offshore sector, though recent measures to strengthen the Anti Money Laundering (AML) regime should help to mitigate this vulnerability.

have substantial cash balance sheets are uniquely positioned to look for and seize growth opportunities. That can happen anywhere.” Jean-François Alandry: “The credit crunch has obliged investors to move towards less leveraged transactions and different industries capable o generate returns thanks to double digit growths. Health, Technology, Environment and Renewable energies are clearly under spotlights.”

So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in your jurisdiction? And who and where are the buyers?

Fred Onuobia: “ The banking sector has seen the most activity. Buyers have been a combination of foreign private equity firms and local entities.”

Mauro Rubino-Sammartano: “Fashion, luxury, great distribution, food industry, transportation and energy are

Dev Erriah: “The location of Mauritius, situated in the Indian Ocean between Africa, China, India, and

amongst the main areas. European firms which were frequently the object of American deals, in recent years have taken the initiative.”

Australia, offers a successful business base and proximity for both regional and international trade. U.S. companies use Mauritius as a launching platform to tap regional markets through Mauritius’ membership in the Southern African Development Community (SADC) and the Common Market for Eastern and Southern Africa (COMESA), which offer preferential access to a market of 400 million consumers.”

Lanning G. Bryer: “We have seen activity in the automobile manufacturing and rental industry, the retail catalog industry, and the online service and publishing industry. Buyers are not limited by geography. Well run companies that

Number and Aggregate Value of Deal by Industry - Q2 2011

Lanning G. Bryer: “Companies have accumulated large amounts of cash and are waiting for appropriate investment opportunities. Compared to a few years ago, the economy is more stable, so companies are likely looking to seize opportunities more aggressively.” Pablo Usandizaga: “The economic recovery experienced in other countries has had reflect in the increase of activity. And it has also encouraged Spanish companies to internationalize and try to look for partnerships abroad.” Jean-François Alandry: “In our opinion recovery of occidental stockexchanges , a strong Private Equity activity after a 3-year grey period and a global move to a new international economical model.”

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In 2008 the US market fell first to credit crunch causing ripple effects across the globe, now on a reported upward swing, the US’s current position bodes well for a full global recovery. Have you witnessed any encouraging signs of economic recovery within your jurisdiction this quarter? Mauro Rubino-Sammartano: “There are in our opinion signs of economic recovery and even more that the business does not want to remain passive and is optimistic as to its own energies.” Lanning G. Bryer: “Companies are cautiously getting back in the M&A market even though they still have their eyes fixed on costs. However, if they see the ability to obtain market share or some other revenue enhancement at possibly discounted value, they will go after it. This quarter, well managed companies with good balance sheets have an opportunity to act and a number of them are doing so. We anticipate that this trend will continue unless unforeseen negative factors come along to disrupt it.” Ravi Kini: “Like many other sectors, due to timely action and strong policies and guidelines framed by the Government, the global downturn had not much impacted the Indian industry. In fact during the global meltdown, the Indian industry has witnessed a comparatively high mergers and acquisition deals across the world. Taking into account economic growth and

development of infrastructure in India large deals are expected in 2011.” Jean-François Alandry: “It seems to be that international large private equity players have decided to invest now in Spain due to the proximity of an economical recovery and to the strong and profitable (see relative weight in IBEX 35) LATAM link.” Fred Onuobia: “There have been sustainable reforms implemented by the CBN and the Securities and Exchange Commission. The appetite of the banking sector to lend has since improved as a result of these reforms.” Dev Erriah: “The real economic growth is expected to rise during the second half of 2011 as global manufacturing improves. The global economic recovery is thus anticipated to remain broadly on track for the year as a whole despite significant downside risks in a few specific economies.”

that consistently generate cash seem most likely to generate new mergers and acquisition activities.” Lanning G. Bryer: “Unless there are significant new or aggravated negative economic factors, we anticipate that the level of merger activity will continue to climb. If economic factors improve, then merger activity would accelerate at a faster pace.” Dev Erriah: “We expect to see a higher level of investments and a few joint ventures. The stabilisation of Securities Act in Mauritius along with many more regulations is very much assisting the monitoring of the framework. We have recently seen the opening of the first Islamic Bank in Mauritius for retail and investment banking and with the everincreasing improvement of the local legal and regulatory framework to cater for Islamic Banking practices, we may anticipate an increase in demand for legal assistance in this specialised practice.”

Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? Mauro Rubino-Sammartano: “Based on such impressions, we expect acquisitions to continue at the same pace, if not to improve.” Leonard W.N. Hawkes: “Energy, health, insurance and technology sectors

Shahram Safai Head of Real Estate Emirates Towers, Level 35, PO Box 9371, Dubai, United Arab Emirates Tel: +971 4 330 3900 Email: ssafai@afridi-angell.com Web: www.afridi-angell.com Afridi & Angell is a commercial law firm with offices in Dubai, Abu Dhabi and Sharjah and has over 35 years of experience in the UAE and Middle East and South Asia ("MESA") regions. Shahram Safai is a partner and the head of Real Estate department at Afridi & Angell. "We have 8 partners and around 30 associates drawn from UK, USA, Australia, India, Pakistan, Canada, Lebanon, Sudan and Egypt servicing clients including financial institutions, public sector bodies, successful businesses and private individuals. "Our partners are leaders in their fields across a broad range of practice areas including corporate & commercial, private equity, banking & financial services, capital markets, privatization, infrastructure and project finance, maritime and transport, litigation & arbitration and real estate." What areas of real estate do you (and your team) specialise in? "Afridi & Angell represents clients across the entire spectrum of real estate development, from master community developers and project developers, to unit purchasers, contractors and subcontractors. "Our advice covers the lifespan of real estate development from the acquisition of the plot and registration with the relevant authorities, to sale of units off-plan and completion of construction, through registration of the Owner's Association and the documentation governing the management of jointly owned property.

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Have there been any notable deals (size, complexity, duration, etc.) that you've been involved in over the last quarter? How were you able to secure the role/s? "We were instructed in the we were instructed in the sale of Ritz-Carlton hotel in the Dubai International Financial Centre ("DIFC"), one of the free zones within Dubai, for AED 1.1 billion. The deal is the first of its nature in the DIFC and involves (a) the registration of the first strata plan pursuant to the DIFC's Strata Title Law, establishing a scheme of easements and covenants governing the interaction between the hotel and the adjacent Limestone House and (b) the creation of the first body corporate under the DIFC's Strata Title Law to manage the common property the hotel and the adjacent Limestone House." What patterns and levels of transaction activity have you witnessed in your jurisdiction over the last six months? How has Q2 compared to Q1? "The political upheaval that has been experienced across parts of the Middle East has led to some concerned parties seeking to move investments and bases of operations from affected areas to Dubai. This has led to increased numbers of real estate transactions. The current oversupply in the real estate market, though, has prevented there being any perceptible increase in market prices." "Comparing Q2 to Q1 we have seen an increase in the level of construction disputes. Whereas previously disputes tended to be limited to those between unit purchasers and developers, now some developers' income has dried-up to the extent that they have become unable to pay their contractors. As we move into Q3 and Q4, it is expected that this litigation will trickle-down further so as to involve sub-contractors."


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Middle Point Prof. Dr. Alexander Hemmelrath

T

he WTS’s consulting activities in the corporate finance sector focus on the tax, legal and financial advice of M&A transactions and complex re-organisations. Acquisition International speaks to Prof. Dr. Alexander Hemmelrath, a member of the executive board of WTS GROUP Aktiengesellschaft and managing director of WTS Hemmelrath GmbH. “Based on our broad knowledge of national and international corporate tax law we not only develop from a tax and legal point of view highly sophisticated acquisition structures. We also have long experience in providing financial, legal and tax due diligences. And after closing we negotiate the acquisition structure with the tax authorities and we provide post merger integration services.”

So what are the key strengths of your team? Have you won any awards/accolades recently? “The special expertise my team can offer comprises particularly tax optimizing structures based on many years of in house experience in well-known corporations and consulting companies. Furthermore, our clients enjoy to be provided with financial, legal and tax advice from one team only! “Best Lawyer Germany” 2010 and 2011 by World Finance legal services and “Best Tax & Accountancy Advisor Germany” 2010 by European CEO. What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? “Over the last 30 years of my professional activity I certainly have gained a very good sense of clients’ needs and motives combined with a solid solution-orientated approach to my advice. Ongoing development and deepening my professional expertise, of course, always has been a vital skill in my comprehension of a dignified advisor. Consequently I structure a deal for my clients, negotiate it and finally draft the agreements.”

Prof. Dr. Alexander Hemmelrath, how does WTS Hemmelrath GmbH add real value to the deal? “With regard to consultancy, we encounter challenges which are as versatile as our clients. We individually develop the best solution for every issue. This requires comprehensive expertise and professionals being able to think out of the box. This is why the experts from our various fields of business work together very closely in an intersectoral and interdisciplinary way.” The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “On the one hand, at least in Germany economy has revitalized significantly. On the other hand, due to signs of growing inflation investors were decreasing liquidity.” So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in your jurisdiction? And who and where are the buyers? “We see a growing number of private investors and family owned businesses looking for either innovative investments or comparatively cheap opportunities to add to their portfolios.” In 2008 the US market fell first to credit crunch causing ripple effects across the globe, now on a reported upward swing, the US’s current position bodes well for a full global recovery. Have you witnessed any encouraging signs of economic recovery within your jurisdiction this quarter? “Signs in the Germany market show that the German economy has even considerably more recovered than the US economy.” Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? “My view is that M&A activity will continue to increase during Q3.”

Prof. Dr. Alexander Hemmelrath alexander.hemmelrath@wts.de www.wts.de Thomas-Wimmer-Ring 1, 80539 Munich, Germany +49 89 28646 0

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Mid Year Deal Review Dr Anton Micallef Ph.D.(Lond.)

AVMT ADVOCATES International corporate work is at the heart of AVMT Advocates’ practice. Bank lending and restructuring are areas of strength as part of a broader financial services practice. Anton Micallef is Partner at the firm. What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? “We are a small dedicated team which has worked together for more than ten years in Malta where we have acted on the buyer or seller side including involvement in almost all the major privitisation transactions ranging from the airport, telecoms, port concessions and energy sectors. Our proactive, business like, practical approach to identifying legal frameworks and contract language that succeed in capturing the true business spirit of the deal have proved to be key to our success. We have advised on transactions whose values range from € 50 million to €1 billion.” How does your firm add real value to the deal? “We have the mind set of a businessman who wants to secure the deal and not that of a typical lawyer who gets lost in drafting and tries to secure prima donna roles.”

PARTNER Level 15 The Business Tower, Portomaso, Malta Tel: 356 21 382 111 /999 Email: amicallef@avmtgroup.com The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “The opportunities for competitive acquisitions of companies coming out of a recession. Economy is generally level with steady growth in the tourism sector and overall positive despite the international recession.” Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? “The online gaming industry in Malta will continue to grow and fuel M&A work.”

“Our proactive, business like, practical approach to identifying legal frameworks and contract language that succeed in capturing the true business spirit of the deal have proved to be key to our success. We have advised on transactions whose values range from €50 million to €1 billion.”

Achim Bader Senior Manager Thomas-Wimmer-Ring 1, 80539 Munich, Germany Tel: +49 89 28646 2728 Email: achim.bader@fortesse.de Web: www.fortesse.de Fortesse Consulting GmbH is one of the fastest growing Business Consulting companies in Germany today, specialising in helping their clients to complete and generate the most value from their sell side as well as their buy side transactions. Achim Bader is a Senior Manager Transactions and Restructuring & Turnaround Management at Fortesse Consulting GmbH in Munich, Germany. What patterns and levels of transaction activity have you witnessed in your jurisdiction over the last six months? How has Q2 compared to Q1? “M&A activity has increased significantly compared to the same period last year. So far we see about the same high level of activity in Q2 compared to Q1. Many clients who haven´t sold their companies in 2010 are now eager to sell.” The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “We can see that the increased deal activity is due to the need for catching up combined with the rising board level confidence, the cash on the balance sheet and the once again available access to credit.”

So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in your jurisdiction? And who and where are the buyers? “We have had transactions from different industries within the first half year of 2011 but we see that within mechanical engineering industry there has been lots of activity. Buyers are truly international - We have seen activity especially from buyers in the US, India or China in the market.” Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? “Despite the turbulences in the world we believe that the level will increase during the second half of the year within our jurisdiction since there has to take place still a lot of catching up and the German economy is currently doing very well. “

Rainer A. Kuhnen Senior Partner Prinz-Ludwig-Strasse 40A, 84354 Freising, Germany Tel: +49 8161 608 302 Email: RAK@patentfirm.de Web: www.patentfirm.de Kuhnen & Wacker has 35 years of experience in the field of Intellectual Property and over time has acquired an excellent international reputation. Rainer Kuhnen is Senior Partner and Co-Founder of Kuhnen & Wacker, alongside Paul-A. Wacker. The firm has 75 employees and 15 attorneys. Please describe a typical client? “We service both the domestic and overseas markets; from Individual or SME specializing in some technological niche and requiring world-wide protection for its leading edge technology to big corporations needing large numbers of patents around the world.” How does your firm stand out from local competitors in terms of the services you offer? “We are dedicated to service our clients with highest quality at still reasonable costs. We have a fine mix of older attorneys with huge experience over time, and younger very energetic attorneys, who may, in case of need, rely on the experience of their older colleagues.” What does an IP adviser bring to the deal table? “In a word “due diligence”, firstly we conduct an analysis and value assessment of the IP portfolio (patents, trademarks, designs) to be purchased with the company, and

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then make the analysis of licensing in and licensing out contracts as to problems or even deal-breakers. “Examples for a show stopper: (a) the company to be purchased has licensed out a very important product to the main competitor, and this contract cannot be quickly terminated; (b) an important product has been licensed in by the company to be purchased, and this contract can be quickly terminated.” Why is intellectual property a company's most valuable asset? And what steps should a company take to protect their IP? “Renowned trademarks are most valuable because they can be maintained infinitely. Important patents (example: block busters) may generate a huge cash flow for many years as no competitor can undercut good prices. Companies should file with PTO’s and invest enough money in initial filing to optimize this.” What are you predictions for IP law in your jurisdiction over the coming 12 months? "Wording of the Regulation for the new unitary EU patent available for all EU countries except Italy and Spain. Will come into effect soon."


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Mid Year Deal Review King Ding

Serene Lim

China Market Singapore Desk Director

Resident Director

Email: k.ding@remitnow.biz

Tel: +86 755 8272 4400 Email: serene.lim@remitnow.biz Web: www.remitnow.biz

Room 14A, No 34, Dongmen South Road, Luohu District, Shenzhen City, Guangdongn Province, China

Remit Now International Limited’s Singapore Desk specializes in advising and private clients/corporations on pre-migration and pre-investment matters as well as negotiating executions and divestments.

So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in Singapore? And who and where are the buyers?

What are the key strengths of your team? Have you won any awards/accolades recently? “For non Singapore generated activities, Singapore taxable income is based on remittance basis. We are very strong in this particular field in advising client on structuring remittance. Many of our transfer-in clients really appreciate our knowledge and execution which distinguishes our service from the rest.”

“Property markets have been particularly active in Singapore. Buyers are from local as well as from overseas. China, Malaysia and Indonesia are main overseas buyers.”

How does your firm add real value to the deal? “As we only serve the expatriates, foreign private investors and foreign corporations, our menu is catered to turn potential uncertainties into calculated risks with several contingent strategically solutions (e.g. to further, diversify, change, exit or wait).” The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “Fluctuation of currencies, commodity prices, relocation of funds (for instance after the Japan earthquake in March) and (re)valuation of assets and liabilities are the key factors in the significant increase in M&A activity in many regions across the globe in the first half of 2011. Re-election of governments of Singapore and its trading partners are also a key factor.”

Do you have any predictions regarding tax and compliance in Singapore? “To certain extent, we can predict Singapore fiscal policy from the updates of HK fiscal policy. We do not foresee any significant changes in the coming corporate tax and compliance in Singapore.”

“For non Singapore generated activities, Singapore taxable income is based on remittance basis. We are very strong in this particular field in advising client on structuring remittance. Many of our transfer-in clients really appreciate our knowledge and execution which distinguishes our service from the rest.”

David Marshall Partner 87 Mary Street, Grand Cayman, KY1 9001, Cayman Islands Tel: +1 345 814 4582 Email: david.marshall@walkersglobal.com Web: www.walkersglobal.com David Marshall is a partner with Walkers in the Cayman Islands, working in the firm's Global Investment Funds Group. David specialises in private equity transactions and hedge fund transactions, including fund formations, parallel funds, co-investment and alternative investment vehicles, as well as acquisitions, disposals, joint ventures, takeovers, restructurings and general corporate and partnership matters. Walkers' specialist Private Equity practice group, consisting of more than 20 lawyers practising in eight offices around the globe, across six time zones and on three continents, advises almost 70 percent of the world’s largest and most successful private equity firms. We are consistently ranked in the top tier of all the major publications for offshore legal service provided to private equity funds. “Because our multidisciplinary team has been recruited from the corporate practice groups of some of the world’s leading onshore law firms, our lawyers are able to advise clients throughout the life of a Private Equity fund, from formation to downstream spend to their ultimate exit from investments. Our job is to be an integral and active part of the client’s team. We pride ourselves on our ‘can do’ ethos and straightforward and commercial approach to problem solving, focused on getting the deal done as efficiently as possible and with minimum fuss. Clients comment that our lawyers are always available and our experience, well developed know-how and systems enable us to respond substantively on short notice.

“We have advised on the structuring, formation and restructuring of some of the most complex and ground breaking fund raising and investment platforms, where the quality and value of innovative counsel is at a premium. Importantly we are not solely focused on the megadeal. We are always eager to identify and foster entrepreneurial spirit, and the managers of smaller funds and startup enterprises find our experience and cost-effective solutions invaluable to their ambitions.”

The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “A period of relatively stable financial markets has underpinned a cautiously favourable climate for M&A activity. A greater number of private sales have also ensured a more realistic alignment of expectations between buyers and sellers. Furthermore, with many large investment funds, particularly in the US, coming towards the end of their investment periods, these deadlines have been something of a catalyst to M&A activity. “We have also seen a particularly active period of M&A activity in small to mid-cap transactions as companies in this sector broaden their horizons, becoming more global in their investor bases and strategic outlooks. With dry power in store due to conservative cash management techniques and modest expectations for organic growth it has been through bolt on acquisitions that investors have looked to add size and expertise. At the other end of the scale, the first half of 2011 has seen the comeback of the private equity powerhouses with public transactions, resulting in a particularly busy period with regard to dealflow.”

Stelios Stylianou

Dina Dousca-Stylianou

Senior Partner

Co-Founding Partner 12 Platonos Street, 4th Floor, GR-18535 Piraeus, Greece. Tel: +30 210 411 7421 Email: twostyls@stylianoulawyers.com Web: www.stylianoulawyers.com

It has been acting as legal counsel in Greece for ship and aviation insurers, P&I Ship Mutual Assurance Associations, shipowing companies and airlines in all aspects of shipping and aviation law including but not being limited to ship collisions and casualties, air accidents, passenger and cargo claims, ship sale and purchase, transfer and lease of aircraft, litigation and arbitration in ship and aviation disputes.

Swissair DC-8 fatal accident at Athens airport in October 1979, the Egyptair Boeing 737 hijacking at Athens airport in November 1985, the Olympic Aviation aircraft crash at Samos Island in August 1989, the Falcon Mystère 900 accident off Bucharest on 14.09.1999, the EKAB/Helitalia two Agusta A109E helicopter crashes off Athens and in Anafi Island on 14.01.2001 and 17.06.2002 respectively, the Helios Boeing 737-300 aircraft crash off Athens on 14.08.2005 in which 115 passengers and 6 crew members lost their lives, the Chinook military helicopter fatal accident off Athos mount on 11.09.2004, the crash of Olympic Aviation Schweizer helicopter off Athens on 22.04.2008 and the crash of helicopter Bell 206B in the area of Crete Island on 05.08.2010.

In the course of its more than three decades of life the firm has been involved in all major air accidents which have occurred in the area of Greece and specifically the

The firm's aviation law team comprises Dina Dousca-Stylianou, Mara Stylianou, Ariana Stylianou and Petros Blessios.

The law firm Stylianou & Stylianou was established in early 1978 by Stelios P. Stylianou and Dina Dousca-Stylianou. Since its setting up Stylianou & Stylianou developed and flourished in its two main fields of expertise, that is shipping and aviation law.

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Looking Back… A

cquisition International speaks to Napoleão Casado Filho and Roberto Caldas, two of the partners in Clasen, Caribé & Casado Filho Sociedade de Advogados, who specialises in International Arbitration and dispute resolution in Brazil. “We have advised a British company in a major Arbitration case in the Arbitral Center of Brazil-Canada Chamber of Commerce (Brazilian most Reputed Arbitral Center).” NapoleãoCasadoFilho is the coach of the Pontifícia Universidade Católica team in the WillemC.Vis International Commercial Arbitration Moot in Vienna, helping undergraduate and post-graduated students to develop their advocacy skills, especially in Commercial Arbitration. Roberto Gomes Caldas has advised some of the main Brazilian Infrastructure companies in some arbitral proceedings in Brazil.

Who normally engages your services–i.e. Large multinationals/government etc? “As our firm has an international atmosphere, being able to help our clients in deals involving different states and cultures, multinationals are one of our main clients, but local enterprises also engage our services. We have clients from France, Japan, Portugal, United States and Netherlands. What experiences do you posses in terms of international disputes and the laws of different nations? Napoleão Casado Filho is Associate Professor of Conflict of law in Pontifícia Universidade Católica and of International Arbitration in the Post Graduation Programme of FGV (Fundação Getúlio Vargas). Roberto Gomes Caldas is Scholar in Administrative Law in Pontifícia Universidade Católica. We also continuously advise our clients about the consequences of choosing a

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Napoleão Casado Filho

law and a place to settle their disputes. How has your role changed since the peak of the market? (i.e. shaping deals, different deal structures etc) and how does your firm differentiate itself from the competition? “We do invest in our counsels’ formation in the main universities of Brazil and worldwide. Arbitration has incredibly increased in Brazil in the last decade and we believe that taking part in the main events of Arbitration (ICCA Congress, ICC Events and CCBC group of studies) is the best way to keep in touch with the international arbitration community.” In Q1, we saw the return of the large deal in your jurisdiction (Telefonica's move to acquire a controlling stake in Vivo). Have you seen any further evidence of investor confidence returning to Brazil? “Actually, we understand that investors’ confidence has not fallen in the last 2 years. As the new government seems to have a better control of public expenses then its predecessor, we believe that economic stability in Brazil will continue, keeping investor’s confidence in high levels.” Which sectors are attracting foreign investors? How has this impacted on investment immigration? “Brazil is not only economical opportunities. It has also a very friendly atmosphere in regard to foreigners in general. Thus, not only big companies have arrived in Brazil in the last decade, but small entrepreneurs have chosen Brazil as their new place to invest and live. In the last year, 55,000 foreigners have obtained a visa to live in Brazil. Many of them are investors that may apply to a Visa with a minimum investment of 50,000 USD and the creation of some local jobs.”

Roberto Gomes Caldas

What are the firm’s goals for the rest of the year? “Our goal is to establish long-term relationships with our clients, based on quality, efficiency and ethical commitment.” Do you have any predictions for 2011, in terms of demand for International Arbitration and investment immigration in Brazil? “We believe that the real state area and the Construction Industry will lead the investments in Brazil for the rest of the year, as the World Cup 2014 approaches and the Olympic Games 2016 is quite near. Investment immigration in these areas shall rise, and the litigation and arbitration proceedings tend to follow this pace.”

Napoleão Casado Filho napoleao@ccflaw.com.br Roberto Gomes Caldas robertocsgcaldas@uol.com.br www.ccflaw.com.br Rua Augusta, 1939 – cj 111 Tel: +55 11 3063 2816


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The Corporate Litigator

The Corporate Litigator David J V Dumas QC Litigation Partner 57/63 Line Wall Road, Gibraltar + 350 200 79075

In a corporate environment disputes are a fact of life; from a breach of director duty to bankruptcy proceedings there are whole arrays of issues ranging from straightforward day to day problems, to highly complex matters that pose a substantial threat to the health of a business. Challenging trading conditions brought on by the economic crisis and the huge increase in cross-border M&A activity have had a huge impact on the field and demand for international corporate litigators has never been so high. Acquisition International speaks to the experts…

D

avid Dumas QC is the senior litigation partner of Hassans International Law Firm. He was called to the English and Gibraltar bar sin 1981 and became a Queen’s Counsel in Gibraltar in 2002. Gibraltar maintains a fused profession. Hassans’ litigation practice (and its others) have won various notable accolades and awards. In terms of numbers of lawyers Hassans is by far the largest practice in Gibraltar. David Dumas QC elaborates: “I have experience, in my 30 years of practice, of a very wide range of litigation, principally commercial litigation, including contractual disputes and disputes within the financial services industry. “I specialize in insolvency, acting for companies, liquidators and creditors. I am a member of the International Insolvency Institute. I have substantial experience in the field of pre-emptive relief and fraud (both civil and criminal). “Agoodportionoftheworkisofaninternational nature. I also advise in non-contentious work on insolvency and private international law issues. This has seen an expansion commensurate with the increase in M&A activity, which itself has also given rise to disputes. “I also advise, mainly banks and other

regulated entities, on compliance and other regulatory issues. I am instructed by a wide variety of clients, including local and international companies, banks, private clients and government. “Client satisfaction is ensured by being fully conversant with the client’s concerns and his best and worst case scenarios, seeking the best practical outcome in the least time and least costs. This requires regular reappraisal and contact with the client. “Disputes are best avoided by early dialogue (without compromising future action) and, where fruitless or not possible, by resorting to the established protocols and mechanisms designed to encourage early settlement by highlighting costs. “Additional courtrooms and refurbishment of existing ones will allow for use of edocuments and video-conferencing for examination of witnesses abroad. “Apart from the successful outcome either in court or in negotiated settlements. The most rewarding parts (because they require the most preparation) are the successful cross-examination (and not harassment!) of the other side’s witnesses, and the culmination of it all in the form of the closing submissions.”

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Destination: the Nordic Region

Destination: the Nordic Region Avantus Corporate Finance Johan Wiström M&A Advisory +46 70 607 92 85 johan.wistrom@avantus.se www.avantus.se

N

ordic M&A is already close to last year’s total for the complete year. The value of announced Nordic merger transactions so far is over $60 billion compared with $79.1 billion for the whole of 2010. In the first quarter, announced Nordic M&A deals doubled in value to $25.4 billion from the year-earlier period. This is predicted to continue to accelerate as takeover financing is becoming easier.

WSP Environmental Johnny Wahlström Real Estate Due Diligence Tel: +46 (0)70 210 31 51 Johnny.wahlstrom@wspgroup.se www.wspgroup.se/dd

Andrew Petsonk M&A Due Diligence Tel: +46 (0)70 695 89 89 Andrew.petsonk@wspgroup.se www.wspgroup.se/dd

Many industrial companies are thought to have come out of the financial crisis streamlined, with strong balance sheets and are looking at Nordic assets. M&A activity in the region is improving rather significantly, although not as yet back to the peak pre-crisis level. Acquisition International speaks to the experts.

Clas Romander Partner Phone direct: +46 8 677 54 17 Mobile: +46 709 25 25 20

Avantus, founded 1999, with offices in Stockholm and Gothenburg, is focused on adding value as m&a advisor to the midmarket segment. Johan Wiström is Partner at Avantus Corporate Finance

Advokatfirman Delphi Regeringsgatan 30-32 P.O. Box 1432 SE-111 84 Stockholm, Sweden Phone: +46 8 677 54 00 www.delphi.se

Marcus Nivinger Tel: +46 8 677 54 70 Mobile: +46 709 25 25 70 Facsimile: +46 8 20 18 84

Annika Labbate Secretary/Assistant Tel: +46 8 677 54 11 annika.labbate@delphi.se

What gives you an advantage over local and global competitors in your areas of expertise? Johan Wiström: “Being part of M&A International, present in over 40 countries, we bring unique cross-border capabilities to our clients. This is something that is increasingly important in achieving the best price in a sales process. Also, our ability to contribute strategic advice, in a sales process using our Road-toExit-process, or in assisting clients to grow through acquisitions from an industrially viable strategic platform, is key in creating value.” Who is a typical client? Johan Wiström: “Our typical client is; an entrepreneur ready to hand over the company

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Destination: the Nordic Region

to owners capable of leading it into the next growth phase; a multinational group selling of a local Nordic subsidiary, or; a midsize company growing internationally through a cross-border acquisition. Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in recently? Johan Wiström: “Recent deals include; leading the sales processes of Hoist, a market leading system and content provider in the Nordic hospitality space; Opus, a Swedish subsidiary of Unilever, and; Långshyttan, finding a new owner for its next phase in Latour Industries. On the buy side we assisted Proxima, owned by Finnish PE fund Capman, to grow significantly through a series of acquisitions.” In the first quarter, announced Nordic M&A deals doubled in value to $25.4 billion from the year-earlier period. Why has investor confidence returned to your jurisdiction? What factors have driven this? Johan Wiström: “While the deal flow has continued to build up, the deals materializing are a result of investor confidence strengthening already during the second half of 2010. Factors behind that are the economy Advokatfirman strengthening Delphi and visibility improving, Regeringsgatan 30-32 financial as well as industrial buyers having the P.O. Box 1432 financial power to invest and banks again there SE-111 Stockholm, Sweden to 84 finance acquisitions.”

Phone: +46 8 677 54 00 www.delphi.se Which sectors are attracting foreign investors? Johan Wiström: “From foreign investors we see particular interest in the Industrial and IT services sectors as well as consumer products. Examples of this is Imtech who we

assisted in acquiring Nea and Långshyttan mentioned above (however not cross-border). Domestically we also see a lot activity in publically financed and privately operated sectors such as health care and education as exemplified by both Proxima mentioned above and Miroi which we helped sell to Danish PE fund Via Venture.”

Environmental Assessments (ESA Phase I and II), Technical Due Diligence (Property condition analysis PCA) and Property Development Services.

What are your predictions for the next 12 months regarding Cross-border transactions in the Nordic Region? Johan Wiström: “The Nordic region continues to develop strongly, making it an interesting place to invest. Also, the number of companies with strong international standing both in technology and traditional industries create interest.”

Mergers & Acquisitions Due Diligence. “Operating at both a strategic and operational level, we help clients achieve compliance, enhance efficiency, identify market opportunities and develop strong brand positions from their environmental, social and ethical performance.

WSP in the Nordic region. WSP is a global consultancy firm within sectors such as Envir0nmental and Energy, Property management and design, Transportation and Infrastructure. They are also a key provider of Due Diligence services across the world. In the Nordic countries, the team consists of more than 100 assessors specialized in Due Diligence alone, located in the major cities across the region. Johnny Wahlström and Andrew Petsonk are heading the Due Diligence teams in Sweden. “We are known for insightful consultancy and pragmatic reporting that aids decision making and facilitates business deals. We offer a comprehensive and complementary suite of due diligence support for any Corporate or Real Estate transaction. “Our multi-disciplinary knowledge is unique; we have a broad range of services within Corporate Due Diligence/Corporate Finance,

“WSP also offer unique environmental liability solutions to help manage and facilitate transactions of environmental obligations.”

“WSP is a market leader, delivering sustainable and strategic environmental management and corporate responsibility services. Our proactive identification of the risks posed by EU Directives on raw materials and waste, such as ROHS, WEEE and REACH, is allowing our clients to take sector leading positions.” Real Estate Due Diligence. “Our integrated transaction support includes the ability to advise you on any combination of many expert disciplines, in relation to real estate and the management and operation of real estate assets. Whether it be traditional Environmental or Technical DD or issues of a more specialized character, WSP can provide the knowledge in-house. “WSP have experts within environmental classification systems (LEED, BREEAM, Green building etc), Fire Safety, Structural design, M&E, Energy and Sustainability as well as Environmental legislative issues to name a few.”

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Destination: Germany

Destination: Germany Germany looks set to seize the UK’s crown as Europe’s biggest mergers and acquisitions market. While other European economies emerge slowly from recession, Germany is surging ahead, fuelled by a strong exporting and industrial sector. The euro’s recent slide is certainly helping German manufacturers, as their products become cheaper and more competitive abroad. German M&A has been strong so far this year, largely due to the surge in crossborder activity, a trend which is predicted by many to continue through the course of 2011. Acquisition International speaks to the experts.

H

euking Kühn Lüer Wojtek began in Dusseldorf in 1971 and began expansion in 1990 that grew to include eight additional offices in locations across Germany, and abroad in Brussels and Zurich. The firm presently includes lawyers, tax advisors, and attorneys-at-law, with 19 areas of specialization, with both national and international clientele, practicing in both the German and English languages, but also holding Brazilian and Chinese Desks. Clientele include medium and large-sized companies, public corporations, associations, and private clients. Dr. Vinzenz Bödeker, Heuking Kühn Lüer WojtekPartner at Heuking Kühn Lüer Wojtek.

HKLW is one of the few large independent German law firms. This gives us the flexibility to involve the foreign legal counsel we deem the most eligible, if a case needs the involvement of lawyers from other jurisdictions. HKLW is free in choosing cooperating foreign law firms on a case by case basis and is not bound by any exclusivity or whatsoever. We maintain excellent connections to high profile law firms all over the world. What do you bring to the table during a transaction, and how does this assist in getting deals through to completion? “Most of our transaction lawyers, including me, have broad experience in both, providing advice to clients on a permanent daily basis and knowing how deals have to be structured. The international background of many of our lawyers is of great importance (I have studied in the US and worked for 18 months in New York, N.Y.). Knowing other cultures and legal systems is a big asset. The firm recently advised a consortium comprising French infrastructure fund Cube Transport SCA and Italian railroad Ferrovie dello Stato S.p.A acquired German public transport subsidiary Arriva from Deutsche Bahn on December 8, 2010. The acquisition was preceded by the establishment of a consortium. Dr. Vinzenz Bödeker, LL.M. from Heuking Kühn Lüer Wojtek's Frankfurt office and Eric Villateau from SNR Denton UK LLP, Paris, provided counsel to Cube on establishing the consortium. Germany is currently leading the way in terms of M&A activity in Europe, what factors have driven this? “As compared to other European countries, Germany has found stability in its economy through regulation, as well as in its legal system. For M&A activity in Germany, these two factors drive such growth and encourage growth in the future. Technological know how has been

Fifty Six

developed, faster as competitors had been able. “Furthermore, Germans have found back to their old virtues, which are diligence, accuracy and punctuality”. Why has investor confidence returned to Germany and not to its neighboring countries? “While the economies of neighboring countries have been increasingly volatile throughout and following the financial crisis of 2007-2009, Germany has notably increased its financial market regulation and supervision, encouraging stable and safe growth, and has recently reaped the resulting benefits from such regulation. Compared to other neighboring economies, Germany is experiencing growth and stability, which in turn allows for a return of investor confidence. Which Germanic sectors are attracting foreign investors? “The Germanic sectors that are attracting the largest amount of foreign direct investment include (1) ICT & Software (19%), (2) Business & Financial Services (16%), and (3) Automotive, Industrial Machinery and Equipment (14%). Following in popularity are (4) Chemicals, Plastics, and Paper (8%), (5) Electronics & Semiconductors (7%), and (6) Consumer Goods (incl. Food and Beverages) (7%), as according to “Germany Trade and Invest,” source from fDi Markets data from 2010.” Do you have any predictions for the next 12 months, regarding Mergers & Acquisitions in Germany? “Throughout the financial crisis, M&A activity had stalled, but since 2010 activity in the field has been increasing. For the next 12 months, with a steady and stable economy in place, guided by clear regulations and a stable legal system, it would be expected that M&A activity would continue to rise moderately with respect to current levels in Germany.”

Dr. Vinzenz Bödeker Rechtsanwalt Grüneburgweg 102 D-60323 Frankfurt am Main Tel. +49 - 69 - 97 561 414 Fax +49 - 69 - 97 561 200 email: v.boedeker@heuking.de www.heuking.de


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Destination: Germany Rainer A. Kuhnen Senior Partner Prinz-Ludwig-Strasse 40A, 84354 Freising, Germany Tel: +49 8161 608 302 Email: RAK@patentfirm.de Web: www.patentfirm.de Kuhnen & Wacker has 35 years of experience in the field of Intellectual Property and over time has acquired an excellent international reputation. Rainer Kuhnen is Senior Partner and Co-Founder of Kuhnen & Wacker, alongside Paul-A. Wacker. The firm has 75 employees and 15 attorneys. Please describe a typical client? “We service both the domestic and oversees markets; from Individual or SME specializing in some technological niche and requiring world-wide protection for its leading edge technology to big corporations needing large numbers of patents around the world.” How does your firm stand out from local competitors in terms of the services you offer? “We are dedicated to service our clients with highest quality at still reasonable costs. We have a fine mix of older attorneys with huge experience over time, and younger very energetic attorneys, who may, in case of need, rely on the experience of their older colleagues.” What does an IP adviser bring to the deal table? “In a word “due diligence”, firstly we conduct an analysis and value assessment of the IP portfolio (patents, trademarks, designs) to be purchased with the company, and

then make the analysis of licensing in and licensing out contracts as to problems or even deal-breakers. “Examples for a show stopper: (a) the company to be purchased has licensed out a very important product to the main competitor, and this contract cannot be quickly terminated; (b) an important product has been licensed in by the company to be purchased, and this contract can be quickly terminated.” Why is intellectual property a company's most valuable asset? And what steps should a company take to protect their IP? “Renowned trademarks are most valuable because they can be maintained infinitely. Important patents (example: block busters) may generate a huge cash flow for many years as no competitor can undercut good prices. Companies should file with PTO’s and invest enough money in initial filing to optimize this.” What are you predictions for IP law in your jurisdiction over the coming 12 months? "Wording of the Regulation for the new unitary EU patent available for all EU countries except Italy and Spain. Will come into effect soon."

Dr. Rolf Trittmann Partner Bockenheimer Anlage 44, 60323 Frankfurt a.M., Germany Tel: +49 69 27 30 80 Email: rolf.trittmann@freshfields.com Webl: www.freshfields.com Dr. Rolf Trittmann is Attorney at law and Partner at Freshfields Bruckhaus Deringer LLP Freshfields Bruckhaus Deringer LLP. What do you bring to the table during a transaction, and how does this assist in getting deals through to completion? “Prior to settlement negotiations for our clients we analyze and assess the potential risks in a later civil dispute and take that into account in the negotiation process to reach best results for our client and to avoid litigation or arbitration where necessary. I would describe our negotiation style as constructive which often helps reaching a good settlement for our clients.” Germany is currently leading the way in terms of M&A activity in Europe, what factors have driven this? “Germany is a key market for many industrial sectors and, in fact, is the seat of a number of world leading companies. These factors have significantly contributed to Germany’s rise in terms of M&A activity.”

Which Germanic sectors are attracting foreign investors? “There are various industries in Germany that are of interest for foreign investors. As Germany has a wide range of different industrial sectors that are all highly profitable, it is difficult to take out one particular industry that is attracting foreign investors. However, it is my impression that foreign investors currently have a particular focus on the financial sector. Do you have any predictions for next 12 months, regarding Commercial Arbitration in Germany? “I think Germany will continue to gain influence in particular in the field of commercial arbitration. There is a development that parties agree more often in M&A agreements on dispute resolution clauses that provide for disputes to be resolved in Germany by arbitration under the rules of the German Institution for Arbitration (DIS). This observation is in line with recent statistics that show the case number of the DIS to be on the rise.”

Dr. Klaus U. Eyber & Dr. Michael Weigel Partner Schillerstrasse 19, 60313 Frankfurt am Main, Germany Tel: +49-69-25494-450, +49-69-25494-405 Web: www.kayescholer.com Email: klaus.eyber@kayescholer.com, michael.weigel@kayescholer.com Dr. Klaus U. Eyber and Dr. Michael Weigel are heading the Litigation/Dispute Resolutionteam of Kaye Scholer’s German office located in Frankfurt/M. They each have professional and court room experience for more than 15 years and are well-respected in the industry. Eyber and Weigel concentrate on commercial and corporate litigation and dispute resolution covering also related issues such as real estate, antitrust and post-M&A. Furthermore, Weigel has a focus on banking and finance litigation while Eyber is highly experienced in asset tracing, damage compensation and white collar. Eyber/Weigel are called when there is a conflict, a crisis or a catastrophe. Their work ranges from instant trouble-shooting (if at all possible) to the prevention of further conflicts and damages and the preparation and conduct of dispute resolution, if necessary through all instances of jurisdiction. It is in the nature of the business that Eyber/Weigel do not only represent large corporations but also middle-sized and smaller business entities and individuals. How has the global downturn impacted both the type and the volume of work in your jurisdiction ? “Litigation work is usually not affected by any trends or fashion. Therefore, the downturn had no immediate impact. However, one or two years after the peak of the crisis we noticed a considerable increase of claims raised by disappointed private investors against banks etc. Furthermore, there was a substantial increase in post-M&A-disputes and liability issues. Finally, it happened that pending cases were more often ceased or ended by a party’s insolvency.”

Win or lose how do you ensure the satisfaction of your clients? “It is not that much a matter of “win or lose”. When a dispute comes up, the issue is to be best prepared, to do deep case assessment regarding both facts and law and to reduce possible surprises to a minimum. The client needs to know where it stands from the beginning to be able to determine early enough whether and how it should consider a settlement. However, this does not work in all cases. White collar, for instance, requires fast and most convincing work towards the courts and doesn’t allow any “lose.” What steps can be taken to avoid disputes in the first place? “There is no standard recipe; world would be a better place if there was because then nothing would go wrong. In general, preventing disputes is a matter of clear legal analysis, best performance and effective compliance. If this has failed - no matter why and on which side - it is usually not recommendable to hide; one day things will come up for sure. An open word with the possible opponent and willingness to compensate any failure may sometimes be difficult or even hurt, but costs less on the long run. This is our understanding of ADR.” How have advances in technology changed the way you work? For example E-Courtrooms. “Litigation is old-fashioned by nature. While all modern types of communication are used with clients, one cannot always rely that court logistics provide for what the legal institutions claim to have. Furthermore, the conduct of litigation is governed by German law which does not know any E-courtroom yet. However, especially in cross-border arbitration with multi-lingual parties located in distant places things can be different.”

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The Advisers

The Advisers Hon. Nimrod E. Mkono Mkono & Co nimrod.mkono@mkono.com www.mkono.com Tanzania

Peter Wyllie TEP Helmores Wealth Ltd peter@helmores.co.nz www.helmoreswealth.com New Zealand

Nadia Rinawi RAK Europe@rakftz.com www.rakftz.com Germany

Mr. Hemant Kumar Goyal Global Jurix info@globaljurix.com www.globaljurix.com India

Gordon Oldham Oldham Li and Nie gdoldham@oln-law.com www.oln-law.com Hong Kong

Sofia Grafanaki Corina Fassouli Grafanaki & Ass. lawofmf@otenet.gr www.cfgalaw.com New York

Steven Fogg 1001 Fourth Avenue, Suite 3900 Seattle, WA 98154 Tel: (206) 625-8600 sfogg@corrcronin.com www.corrcronin.com USA

Sym Otike-Odibi Johnson Bryant info@johnsonbryant.com www.johnsonbryant.com Nigeria

Mrs. Joy Godfrey Cititrust jgodfrey@cititrust.biz www.cititrust.biz Belize

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Nabil Farag NB Law nbllaw@interlink.com.eg www.nbllaw.com.eg Egypt


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Deal Diary

DEAL INDEX Argos Terminals Asymo Baronen Shopping Center Cimbria DTW Europeenne Food Igloo Emitel Lagarrigue Karavel/ Promovacances Mainio Vire

62 65 65 65 63 66 66 66 67 67 67

A

frica Renewables Ltd ("AfriRen"), the London headquartered international renewable energy trading company, has launched a fresh round of fundraising for biomass projects across West Africa. The firm is seeking up to €30 million from qualified investors to help fund a series of sustainable initiatives across the region. The first project, in Ghana, will require a €5 million in investment. The target investment will fund biomass extraction and exportation projects in markets across the Western African countries over the next four years. As a result, AfriRen expects to grow annual production from 150,000 MT to 500,000 MT in that period. AfriRen's first energy trading project, a biomass extraction chain in Ghana, harvests redundant rubber trees and processes them into woodchips, which are then sold to European power houses and businesses in order to displace the burning of coal. The project is facilitated by an eight-year partnership with the Ghana Rubber Estates Ltd (GREL), a subsidiary SIFCA, West Africa’s no. 1 agroindustrial group with a €600 million turnover. AfriRen’s partnership with GREL breaks new ground in

Moncler Nuon Exploration and Production Reima Sagex Petroleum Sanitas Telvent The Tote Sword System C Kemfine

68 68 68 69 69 61 64 70 70 70

connecting African produced biomass to European energy firms. Currently, almost all biomass currently imported into the EU comes from the Americas. Jean-Francois Guillon, AfriRen CEO and a veteran energy trader at Vitol and Africa specialist, said: "We are seeking strategic investors in London and internationally who have a track record and deep understanding of investment in Africa. AfriRen projects are multi-national, are made across the supply chain to maximise returns. Most importantly, and unlike other biomass producers, our supplies are guaranteed. We have already had interest from a number of private equity firms and the current investment climate seems to be positive. The fact that David Billon, a main shareholder of the SIFCA group, is investing with us is a huge endorsement of our business." Sonia Medina, AfriRen COO and a former carbon project specialist, said: “We aim to become the largest biomass producer in Africa and to treble the amount exported from the continent to Europe over the next four years. This will mean growing our first biomass project from eight shipments a year worth €7.2 million to shipments worth €58 million.”

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Cooke,Young & Keidan

A leading London boutique financial & commercial litigation law firm. Specialist expertise in advising and acting on high value and complex, corporate and banking disputes. Niche practice in acting for customers and investors against banks in disputes relating to mis-sold financial products. Conflict of interest free.

For further information or to discuss a particular matter please contact: Marc Keidan, Partner. marc.keidan@cyklaw.com 020 7148 7800

www.cyklaw.com

“a match for the large, well-known firms...� Recommended by The Legal 500, 2010 edition for banking and commercial litigation


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Deal Diary

Schneider Electric acquires TELVENT

S

chneider Electric has acquired Telvent GIT SA (NASDAQ: TLVT), a leading IT software and solutions provider to the electricity, water, transportation and oil & gas industries for approximately $2 billion (~€1.4 billion) on an enterprise value basis.

The transaction involved numerous challenges, the most important one being to irrevocably secure the 40% stake owned by Abengoa prior to launching a 100% tender offer, for which Santander played a key role. From a technical standpoint, we had to cope not only with the full set of SEC rules as the target is listed on the NASDAQ, but also with some specificities of the Spanish corporate law due to the nationality of Telvent. The tender offers will apply to shares and convertible notes: While the latter is not mandatory, it offers a cleaner exit to the holders.

Santander acted as M&A advisor to Schneider Electric in this transaction, which

Schneider Electric is a global specialist in energy management with operations in more than 100 countries. Debevoise & Plimpton LLP is a leading international law firm with offices in New York, Washington D.C., London, Paris, Frankfurt, Moscow, Hong Kong and Shanghai.

is the largest M&A deal for a French group in the US this year. The Santander M&A Advisory team was led by Frederic Hauteville, Managing Director, and involved French, US and Spanish team members.

Beyond the overall good relationships between Schneider Electric and Credit Agricole, this deal is the first landmark M&A transaction for Credit Agricole CIB as advisor to Schneider Electric.

Credit Agricole CIB is representing Schneider Electric on the deal. Fabien Brunet (M&A Director with Credit Agricole CIB) led the team with the support of Bertrand Peyrelongue, Head of M&A. The Debevoise team was led by partner Paul S. Bird in New York and partner E. Raman Bet-Mansour in Paris and includes partners Jonathan F. Lewis and Gary W. Kubek in New York, counsel Kyra K. Bromley in New York, associates Jeremy Rossman, Grant Bokerman, Benjamin T. Lawson, Robert W. Williams, Jr., Rohit

Schneider Electric Acquisition of TELVENT

A. Nafday and Brandon C. Gruner in New York and associates Judith MacFarlane and Tahar Gareche in Paris.

Corporate M&A team Financial Adviser to the Purchaser Legal Adviser to the Purchaser Tax Adviser to the Purchaser Tax Adviser to the Purchaser / VDD

Financial Adviser to the Vendor Virtual Data Room Provider Legal Adviser to the Purchaser Legal Adviser to the Purchaser/ management team (anti-trust) Financial Adviser to the Purchaser/management team

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Deal Diary

Majority stake acquired in Argos Terminals

E

QT Infrastructure has agreed to acquire a majority stake in Argos Terminals, the storage and terminal business in the Argos Group. Argos Group will remain as minority shareholder. In partnership with Argos Group, EQT Infrastructure will continue to develop and grow the storage and terminals business at the Rotterdam Pernis Terminal. Argos Terminals is the fourth largest independent mineral oil storage terminal operator in the port of Rotterdam with an 8 % market share. It will be headed by Roland Pechtold as CEO. As oil is increasingly being refined at the source, supply of refined products is growing steadily. Rotterdam is the main port and distribution center for oil products in Europe and is more and more becoming an energy hub. With the joint support from EQT Infrastructure and Argos Group we will be able to greatly enhance our position and achieve further growth,” says Roland Pechtold.

Argos Terminals has ambitious growth and development plans for its tank terminal in Rotterdam Pernis. Argos Terminals is located in the second petroleum harbor and today occupies an area of 50 acres with a 650,000 m³ storage capacity for various oil products. Over the next few years the storage capacity is expected to more than double to around 1.5 million m³, mainly through the construction of new storage capacity. The process went quite smooth; EQT was seriously interested following their acquisition of Koole.

Rob van der Laan Partner led the Boer & Croon team, acting on behalf of long standing client, Argos. He was assisted by Vincent Hafkamp and Mels Huigeboth Associate Partners.

Roland Berger Strategy Consultants advised Argos Group on the strategic aspects of the deal. Prior to the deal Roland Berger helped Argos to define its growth strategy.

Arnoud van der Slot, Partner at the Amsterdam office led the Roland Berger team. Arnoudvander_Slot@nl.rolandberger.com www.rolandberger.com Sinne Wente acted as lead financial adviser on the deal with Siebren Zijlstra leading the team. Simmons & Simmons acted as lead legal adviser on the deal. Pieter van Uchelen, partner led the team, assisted by Rhamsey Croes, associate.

EQT Infrastructure Acquisition Of Argos Terminals Financial Adviser to Argos Terminals

Legal Adviser to Argos Terminals Financial Adviser to Argos Terminals Tax Adviser to Argos Terminals

Financial and Tax Due Diligence to EQT Infrastructure

Legal Due Diligence to EQT Infrastructure

Commercial Due Diligence Provider

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Ernst & Young as tax adviser on the deal, with Jan Willem Vermeer heading the deal team.


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Deal Diary

dtw Sp.z o.o. acquired

A

G signed a purchase agreement to acquire dtw Sp.z o.o., one of Poland's largest electromagnetic components manufacturers. The transaction is subject to regulatory approval and scheduled to be completed in July 2011. Within the SMA Group, dtw will operate as an independent subsidiary and global competence center for electromagnetic components. The previous owner of dtw will remain on board in an advisory capacity following the acquisition by SMA and will continue to drive research and development efforts in electromagnetic components.

PwC Poland M&A team acted as an exclusive financial adviser to the owners of dtw sp. z o.o., a leading manufacturer of electromagnetic components with production facilities in Zabierzów (southern Poland). Since mid 2009, PwC was advising dtw in selected aspects of its operations and since the beginning of 2011, PwC was responsible for executing the transaction with SMA AG – dtw’s main customer.

Sławomir Janiszewski, Partner, Head of M&A in Poland, was responsible for deal negotiations and relations management. The execution team was led by Adam Demusiak, Vice Director, who was supported by Maksymilian Groty´ nski and Łukasz Waszek (both Senior Associates).

SMA Solar Technology AG asked Mercer Human Capital to facilitate the change in management of the owner-driven target company and to run an evaluation process of the key managerial and success critical people. Future scenarios of “best fit managerial teams and individuals” had been outlined. “Two senior consultants conducted the interviews along futureoriented competencies and skills with a selected number of managers and key staff of the target company. Cultural aspects as well as company history and values of the target had been considered in the overall deliverables and results.

Mercer acted on behalf of SMA as well as the target company on the deal. Dagmar Wilbs, Senior Partner and Head HC Central Europe Mercer led the team, assisted by Konrad Deiters, Senior Partner and Head M&A Consulting Mercer.

AG Acquisition Of dtw Sp.z o.o Legal Adviser to the Purchaser

Financial Due Diligence Provider

Financial Adviser to the Vendor

Vendor Due Diligence Provider

Property Valuer

Management Team Due Diligence Provider

Sixty Three


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Deal Diary

The Tote acquired

B

etfred, the Warrington-based bookmaker chain, has acquired the Tote from the government with help from a consortium of banks led by the Royal Bank of Scotland (RBS), Barclays Corporate, Santander, Yorkshire Bank, and the Co-operative Bank. Betfred, established in 1967 by Fred Done in Salford, has secured term loans and a revolving credit facility worth a total of £185 million from the banks to fund the deal, which sees it become one of the largest bookmakers in the market and the leading sponsor of racing. As part of the transaction, it is awarded an exclusive seven year licence to operate pools betting on UK horseracing and is acquiring the Tote’s 517 shops and online businesses. The enlarged group will now employ around 9,000 people and is one of the principal employers in the North West. Barry Nightingale, Betfred’s CFO and Chairman of the newlyformed Tote Racing Development Board, said: “We are delighted to be working with these banks in the North West which have helped us make our long-standing ambition to acquire the Tote a reality. We’re looking forward to continuing our relationship with them to help us grow the business further.”

The Tote acquired Debt Providers

The agreements we reviewed were varied, complex and often high value in nature: including unusual international co-mingling agreements, sponsorship deals, agreements for the supply of fixed odds betting terminals and all manner of agreements relating to the Tote’s online and offline businesses. The various timescales set by the Government for the process were short and a challenging timetable was set by the lead advisors and the client to ensure that everything could be pulled together to create a successful bid. “Having worked with Betfred for a number of years we were used to dealing with the contracts presented to us for review and also working within tight deadlines.

Stephen Gaunt, Head of Corporate and Commercial led the Blue Sky Law team, reinforcing a long lasting working relationship with the company that has spanned more than Five years. s.gaunt@blueskylaw.co.uk DLA Piper acted for the senior lending group (comprising Barclays, Co-Operative Bank, RBS, Santander and Yorkshire Bank) appointed by Betfred in a deal valued at £265m to acquire The Tote. The DLA Piper team was lead by Matthew Christmas, Partner in Finance and Projects and comprised 11 people, including experts in banking, corporate, employment, pensions and real estate. Neil Campbell and Laura Burke assisted.

We were delighted to assist Betfred on this landmark transaction. In addition to transforming Betfred’s bookmaker estate, and acquiring the Tote pool betting business, the transaction will result in significant financial investment in the racing industry.

Freshfields Bruckhaus Deringer LLP advised national bookmaking chain Betfred on the deal. The Freshfields team advising on the transaction was led

Legal Adviser to the Purchaser Legal Advisers to the Debt Providers

Legal Adviser to the Vendor Vendor Due Diligence Provider

Commercial Due Diligence Provider

Virtual Data Room Provider Property Due Diligence

Sixty Four

¶by head of corporate finance Barry O’Brien and global head of the leisure sector group Chris Mort.


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Deal Diary

Asymo AG acquired GFT Technologies AG has acquired Asymo AG, one of Switzerland’s leading IT consulting companies for the core banking solution Avaloq. The move will enable the GFT Group to expand its client base in Switzerland and add high-quality consulting expertise in standard software to its range of services. “The importance of expert advice for core banking systems is growing fast around the world. Asymo is the ideal partner for us to continue our international growth strategy. The acquisition represents a significant step forward and also strengthens our positioning as an IT specialist for banks in the important Swiss market,” states GFT’s CEO Ulrich Dietz in his assessment of the takeover.

Acquisition of Baronen Shopping Center

Cimbria majority stake acquired

ING Real Estate Investment Management (ING REIM) has acquired Baronen Shopping Center, a prime shopping center property in central Kalmar in Sweden from the estate of Gustaf De Geer for €44.7 million, reflecting an initial yield of slightly below 7%.

Axcel has concluded an agreement with EQT Opportunity, the Toftdahl Olesen family and other shareholders concerning the acquisition of Cimbria, which is a market leader within the manufacture of equipment and complete processing lines for the processing, handling and storage of grain and seed corn in Europe.

The property will be added to the ING Real Estate Nordic Property Fund (NPF), a semi-open ended balanced core plus fund investing in Sweden, Finland and Denmark. The acquisition is in line with NPF’s strategy to increase investment exposure to quality assets in Sweden and adds to the substantial portfolio that NPF already holds in Sweden.

The Buyer came up with a fairly balanced first draft SPA, and then was quite surprised that the Sellers took this as a signal of weakness, and returning a totally different mark-up. The Buyer then had to make clear that he didn't accept this tactic, and that the Buyer would not be interested in negotiating the deal on such a basis. After the mutual positions were clear, the negotiations went very smoothly and could be finished very quickly.

WSP’s Real Estate Due Diligence team provided technical and environmental advice in relation to the transaction. The scope included an integrated Due Diligence exercise including environmental assessments as well as an analysis of the structural condition, mechanical and electrical services, and the condition of the building fabric and interior.

Pestalozzi Attorneys at Law represented GFT

The transaction of Baronen was headed by the Real

With the acquisition of Cimbria, Axcel wishes to further develop the enterprise and its market positions in both Europe and the rest of the world.

The Ernst & Young team provided financial due diligence to the Axcel with a focus on the significant value drivers in the financial development of the company. In addition the team assisted the buyer in considerations related to the closing mechanism of the deal. Jakob Fogt Partner, Lasse Fredborg Executive Director led the Ernst and Young team. Peter Ketelsen led the Kromann Reumert team that advised EQT Opportunity, the majority shareholder

WSP is a global provider of Due Diligence services. Technlogies AG on the deal. Martin L.

Estate Due Diligence team in Stockholm. Within the

Müller, partner Corporate and M&A; head

Nordic countries alone, the team consists of 100 local

of private equity at Pestalozzi, lead the team.

Due Diligence experts within different fields of

The team also consisted of partner Oliver Gehriger (tax)

expertise located in all major cities.

and associates Christian Brauchlin (Corporate and M&A)

johnny.wahlstrom@wspgroup.se

and Sandra Suter (Corporate and M & A).

GFT Technologies AG Acquisition Of Asymo AG Legal Adviser to the Purchaser

on the deal.

andrew.petsonk@wspgroup.se

ING Real Estate Investment Management (ING REIM) Acquisition of Baronen Shopping Center

Acquisition Of Cimbria Legal Adviser to the Purchaser/Equity Provider

Legal Adviser to the Purchaser

Financial Due Diligence Provider

Financial Due Diligence Provider

Financial Adviser & Due Diligence to the Purchaser/Equity Provider

Tax Adviser to the Purchaser Legal Adviser to the Vendor

Legal Adviser to the Vendor Risk & Insurance Due Diligence Provider

Financial Adviser to the Vendor Environmental and Technical Due Diligence Provider

Tax Adviser

Property Valuer

Financial Adviser to the Vendor

Environmental Due Diligence Provider

KRUGER Sixty Five


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Deal Diary

TCR buys Européenne from Industries & Finances TCR Capital has bought a majority stake in French food distributor Européenne Food from Industries & Finances Partenaires and Défi Gestion. TCR provided equity through its TCR Capital Partners III fund, which closed on €161m in 2008. IDIA - a Crédit Agricole fund dedicated to agrifood investments - and Synergie Finance also participated in the buyout. Européenne Food's management team also increased its stake in the business. Emmanuel Harlé, Franck Boulland and Jacques de Bazelaire led the deal for Industries & Finances. Mohammed Diab represented Défi Gestion. Julien Raoust led the Estin & Co Team reinforcing a ten year relationship with Industries & Finances.

TP Group sells Emitel to Montagu Private Equity Telekomunikacja Polska Group has sold Emitel, the leading terrestrial TV and radio broadcast infrastructure operator in Poland, to Montagu Private Equity (“Montagu”), one of Europe’s leading private equity companies for a total sum of PLN 1.7 bn (the transaction denominated in PLN is an equivalent of approximately €425m).

We are pleased have supported Montagu (a key client) in the acquisition of this unique asset in the Polish TV and telecom market. The main structuring consideration was to provide flexibility within the structure to allow for future investment in the business and successful syndication of the facilities reflects our combined success. said the Mandated Lead Arrangers

Midven Invests in 360 Degree Projection Business A business that is revolutionising product launches, corporate entertainment, music and sporting events is set to expand further as a result of a major investment by Birminghambased Midven. Igloo, based in Craven Arms, Shropshire, has established itself as a leading developer of high quality ‘360 degree immersive digital projection’. This means that audiences are completely surrounded by and immersed within an all encompassing audio-visual experience – incorporating, high definition, cinematic-quality video and studio-quality sound. The company, which employs eight people, developed its own software tool– the Igloo Media Player – that projects the 360 degree images. It has also created in a range of geodesic domes, which accommodate anything up to 1,000 people. It has already worked with clients such as Sky, Toyota, Miele and UK Trade and Investment (UKTI), and is now receiving enquiries from media and events companies worldwide. Igloo is also adapting the technology for use in other applications including projection mapping, use in the intelligence sector, advertising and even for floating balloon billboards.

TCR Acquisition of Européenne

Montagu Private Equity Acquisition of Emitel

Financial Due Diligence Provider

Debt Providers

Invests In

Tax Adviser

Legal Adviser to the Purchaser Commercial Due Diligence Providers

M&A Adviser

Sixty Six

Legal Adviser to the Purchaser

Legal Advisers to the Debt Providers


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Deal Diary

LBO France acquires Karavel/Promovacances

Azulis Capital buys Lagarrigue from iXO

HgCapital acquires Mainio Vire

LBO France has bought French online travel agency Karavel/Promovacances from Barclays Private Equity (BPE) and Euromezzanine, in a deal understood to be worth around €200m.

Azulis Capital has taken a majority stake in the secondary buyout of French medical equipment business Lagarrigue from iXO Private Equity.

HgCapital, the European sectorfocused private equity investor, has acquired Mainio Vire, Finland’s leading social care company, from MB Funds, a Finnish private equity fund.

One of the challenges faced was that Promovacances operates in a fastevolving industry which has to deal with a variety of issues of critical importance such as changes in market trends and consumption habits, branding and internet-related evolutions. Advention Business Partners acted on behalf of LBO France with whom they have a long standing relationship on the deal. The team was led by Alban Neveux, the Managing Director of Advention, along with Przemek Babick, Manager.

We have worked with this client previously, mainly on financial aspects, however, regarding IT aspects -this was our first collaboration.

Azulis invested via its FCPR MMF IV vehicle. iXO Private Equity divested its minority stake, making 2.5x its initial investment for a 38% IRR. However, it reinvested as minority shareholder in the buyout alongside BNP Paribas Développement and Galia Gestion.

Throughout this assignment we have constantly exchanged with our client, which enabled us to improve the relevance of our work. Discussions with the corporate finance adviser and with the target were always held in a constructive atmosphere. We provide tailored solutions and seamless services to our client. Our objective is to help them to build a sustainable growth. Mazars Transaction Advisory Services in Lyon provided financial advice to AZULIS CAPITAL

The acquisition represents a continuation of HgCapital’s thematic, sector-driven investment strategy, with Mainio Vire being HgCapital’s 6th investment in the health and social care services market.

Mainio Vire is the leading Finnish social care services company with excellent track record and it has all the prerequisites for continuing its strong growth. It was decided that the sale process will be very rapid and therefore it was critical for the successful execution that there were no delays at any stage. Consequently, the process was completed successfully within only around two months’ time.

during the auditing process of LAGARRIGUE Elia Ferreira, Senior Manager, and Gad

Group.The team was led by Olivier BIETRIX, Partner

KPMG Corporate Finance acted as the

Azuelos, Partner in PwC Strategy

in charge of Transaction Advisory Services in Lyon,

sole financial adviser for the vendors

practice in Paris, led the IT Vendor Due

together with Valéry NABHOLTZ, Manager.

led by MB Funds. Jukka Teikari,

Diligence on behalf of Karavel

Partner, led the team, assisted by Harri

Promovacances.

Räsänen, Senior Manager.

Taj performed the corporate, tax and employment vendor due diligence of Karavel/Promovacances for the benefit of Barclays Private Equity.

LBO France Acquisition Of Karavel/Promovacances Legal Adviser to the Equity Provider

Azulis Capital Acquisition of Lagarrigue

HgCapital Acquisition of Mainio Vire from MB Funds

Legal Advisers

Financial Adviser to the Equity Provider

Financial Adviser to the Vendor

Legal Advisers to the Debt Providers

Financial Due Diligence Provider Vendor Due Diligence Provider

Commercial Due Diligence Provider to the Equity Provider

Commercial Due Diligence Provider

Sixty Seven


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Deal Diary

Eurazeo to acquire 45% of Moncler Eurazeo, Remo Ruffini, Carlyle and Brands Partners 2 have reached an agreement for Eurazeo to acquire a 45% stake in Moncler, the luxury apparel group, for a price of €418m. We believe that one of the most difficult challenges was to let our client get the most accurate understanding of the investors' sentiment in the pre-marketing phase of the IPO and then agree the terms and conditions of the sale to Eurazeo. AcomeA SGR is an independent Advisory and Asset Management house providing advice to clients in both Investment Banking and Wealth Management world. AcomeA advised Carlyle on the "dual-track" related to the sale of Moncler. Daniele Cohen, General Manager of AcomeA, led the team. www.acomea.it

Performing management appraisal in organizations which are in an acquisition process is always sensitive, but in this case, thanks to effective internal communication, there were no major challenges we had to face. The added value we tried to provide to our client, on top of the assessment of the management team, was to give insight on organizational and corporate governance issues.

Vattenfall Disposal

Reima Oy acquired

Vattenfall has reached an agreement for the sale of Nuon Exploration and Production B.V. to Tullow Oil plc for a cash consideration of €300 million, subject to net working capital and post effective date adjustments. Nuon Exploration and Production B.V. currently holds interests in 35 producing gas fields in the Dutch North Sea as well as interests in the Den Helder plant and pipeline and other associated infrastructure. The deal will be effective as of January 1st 2011.

Global private equity firm The Riverside Company has agreed to acquire Reima Oy, a leading children’s wear brand in Northern Europe, known for high-quality outdoor clothing, and selling under the brands Reima, Lassie, Tutta and Progress.

In June 2008, Nuon acquired the gas fields through its acquisition of Burlington Resources Netherlands B.V. In the autumn of 2010 Vattenfall announced a new strategic direction for the Vattenfall Group. One of the key elements of this new strategic direction is a strong focus on the Group's operations on core markets and core assets. The main drivers for the new strategic direction are to create financial flexibility and to reduce CO2 exposure. The preparation and final implementation of the sale of the E&P assets is a result of this new strategic direction.

This acquisition will be the seventh platform for Riverside Europe Fund IV (REF IV). Riverside will acquire Reima from Finnish private equity firm Vaaka Partners and the management team, who will invest alongside Riverside in this transaction and remain with the company in their current capacities.

It was a challenging deal as the company is active in quite a niche market. We had to do quite focused customer interviews, as well as a large consumer survey in seven countries. “We had to use our extensive geographic coverage, with locals in Germany and Russia, in addition to our Nordic resources. The cooperation with Riverside was very smooth and professional and we managed to bring the process to a successful en in a short time period. Roland Berger presented the buyer on the deal, with Jan Beckeman (Partner)

Eric Salmon & Partners is the executive search

leading the team, assisted by Philip Beil

company which conducted the management appraisal

(Principal) and, Anders Lindh (Senior

of the management team of Moncler. Hans Thoenes led

Project Manager).

the team, supported by his Partner, Massimo Picca.

Eurazeo Acquisition of Moncler

Tullow Oil Acquisition of Nuon Exploration and Production B.V.

Legal Adviser to the Purchaser

The Riverside Company Acquisition of Reima Oy Legal Adviser to the Management Team

Legal Adviser to the Purchaser Financial Adviser to the Purchaser Legal Adviser to the Vendor

Legal Adviser to the Equity Provider

Management Due Dilignece to the Purchaser Financial Adviser to the Vendor

Legal Advisers to the Vendor

Strategic Due Diligence to the Purchaser

Financial Adviser to Carlyle

Legal Adviser to the VendorPurchaser

Sixty Eight

Tax Adviser to Tullow

Risk & Insurance Due Diligence Provider

Virtual Data Room Provider

Commercial Due Diligence Provider


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Deal Diary

Valiant Petroleum takes control of Sagex

Valeant acquires AB Sanitas

CapMan invests in Russian-based Virial Plant

Valiant Petroleum has acquired Sagex Petroleum, which is about to start drilling a potentially large prospect in Norway.

Valeant Pharmaceuticals International, Inc. has acquired AB Sanitas for approximately €314 million in cash. The major shareholders of Sanitas have agreed to sell 87.2 percent of shares to Valeant Pharmaceuticals and after this acquisition; the company will commence a mandatory tender offer to acquire the remaining minority interest. The deal is subject to regulatory approval and is expected to complete by the end of the year.

The CapMan Russia fund, in collaboration with the Moscow-based nanotechnology investment company RUSNANO, has invested in Virial Plant, manufacturing nanostructural components and spare parts.

The £7.1 million cash and share bid was announced in late May. Valiant Petroleum offered £1.8 million in cash and nearly 1 million shares in Valiant, which traded at 565 pence. The stock has since risen to 606.5 pence. Valiant expects to complete the acquisition before the long stop date of 31 August this year.

The review was conducted in close co-operation with Valiant Petroleum’s strong operational and commercial team and with their other advisors. Given the limited time available for review, the key in supporting Valiant Petroleum towards their successful public offer was focus, dedication, communication and interaction. Deloitte’s Transaction Services partner

With our global reach and the depth of our transactional experience in Europe we were ideally placed to advise the client on a deal which will continue to transform its presence in Central Europe and CIS.

The Environmental and Social Action Plan (ESAP) and Stakeholder Engagement Plan (SEP) were developed addressing the gaps identified in the Company practices, in order to assist the Company to meet the requirements of the lender. Ecoline EA Centre provided Environmental and Social Due Diligence of the Virial Plant against the International Finance Corporation (IFC) requirements. Dr. Olena Borysova led the team, assisted by Dr.Marina

Squire, Sanders & Dempsey has advised Valeant

Khotuleva, Ecoline EA Centre director.

Pharmaceuticals International, Inc. on the acquisition of AB Sanitas for approximately €314 million in cash.

Intelliq conducted financial and tax due diligence of

Leading the transaction were Warsaw partner Peter

Virial Plant on behalf of Capman Guernsey (Russia)

Swiecicki, senior associate Marcin Wnukowski and

GP Limited. From Intelliq the project was led by

London corporate partner, Stephen Nelson. The team

Alina Zayko, Partner and Head Transaction support

was also assisted by independent law firm Tark,

practice and operationally managed by Yuri Erokhin,

Grunte Sutkienne in Vilnius.

Manager of Transaction support practice.

Freshfields acted for the shareholders of AB Sanitas.

Castren & Snellman acted as legal advisor and

Trond Ivar Skar led the limited financial review of Sagex Petroleum conducted on behalf of Valiant Petroleum.

signatory on behalf of CapMan on the deal.

Colin S Schopbach, Director Merrill Corporation International DataSite: Virtual Data Room Provider

Valiant Petroleum Acquisition of Sagex Petroleum

Valeant Acquisition of AB Sanitas

CapMan invests in Russian-based Virial Plant Legal Adviser to the Purchaser

Legal Adviser to Valiant Petroleum plc

Financial Adviser to Valiant Petroleum plc

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser

Financial and Tax Due Diligence Provider

Vendor Due Diligence Provider/Tax Adviser

Legal Adviser to the Vendor

Virtual Room Provider

Environmental Due Diligence Provider

Tax Adviser to Valiant Petroleum plc

Sixty Nine


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Deal Diary

Sword acquisition Thomas H. Lee Partners, L.P. ("THL"), a leading private equity firm, and French-owned Sword Group (NYSE Euronext: SWP) have acquired Sword Insurance, a leading global provider of software and services to the property and casualty insurance industry, from Sword Group.

The challenge for this deal was to have a selected number of payers able to match the expected price and able to support the existing management team for the future. The last 9 months, we have seen significant interest from North American investors to acquire targeted European/US assets. Bryan Garnier acted on behalf of Sword Group on the deal. Bruno Tourme, Managing Partner, Head of technology led the team. This is the 5th software transaction done by Bryan Garnier in 2011.

Cash offer for System C Healthcare The boards of McKesson Corporation and System C have reached agreement on the terms of a recommended cash offer under which McKesson UK will acquire the entire issued and to be issued ordinary share capital of System C (the "Acquisition"). It is intended that the Acquisition be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act. Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive 70 pence in cash for each System C Share held at the Scheme Record Time, valuing the entire issued and to be issued share capital of System C at approximately £87.0 million. This is based on total shares in issue as at the date of this announcement of 116,394,316 ordinary shares and fully diluted share capital of approximately 124,296,652 million ordinary shares.

Holtz Rubenstein Reminick LLP, one of the top 25

3i sells KemFine to CABB 3i, an international investor focused on private equity, infrastructure and debt management, and funds managed by 3i, have agreed to sell KemFine, a leading tier-one supplier to the fine chemicals market, to CABB, a German speciality chemicals company. Dr. Martin Wienkenhöver, CABB Chief Executive commented: “KemFine is absolutely the right partner to help us grow and develop the business. This acquisition will further strengthen our leading market position, particularly in the area of custom manufacturing and tolling for the European and global life science majors. The combination of KemFine and CABB will ensure even greater service for our customers.”

We clearly positioned KemFine’s unique features in the agchem custom synthesis space highlighting the special dynamics characterizing the business.

accounting in the New York Metropolitan area,

Travers Smith advised System C Healthcare, for

represented the Sword Group in the United States on

whom we have acted since advising them on their

Arthur D.Little prepared the vendor strategic and

U.S. tax matters for several years.

IPO in 2005. Andrew Gillen – corporate partner led

business due diligence on behalf of 3i and KemFine,

the Travers Smith team.

on the deal. The firm already assisted KemFine in the original LBO in 2004 when the business was divested by Kemira. Enrico Polastro Vice President of Arthur D.Little led the team.

Thomas H. Lee Partners, L.P. and Sword Group acquisition of Sword Insurance

Financial Adviser

Cash offer for System C Healthcare

CABB Acquisition of KemFine Tax Adviser

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser

Environmental Due Diligence provider

Commercial Vendor Due Diligence Provider Legal Adviser to the Vendor Virtual Data Room Provider

Financial Adviser to the Vendor

Seventy

Corporate Finance Adviser to the Vendor


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Thinking beyond tomorrow

Hawksford International is a leading independent wealth structuring company with the expertise, experience and resource to create and manage structures that withstand the challenges of today's demanding global environment. Working closely with our private and commercial clients and their advisors, we thrive on the challenges that building and administering sophisticated, effective structures bring.

Preserving & Enhancing Wealth

Trusts & Alternative Structures Investment Funds Managed Trust Companies Family Office Probate & Wills Employee Solutions

www.hawksford.com Hawksford International 15 Esplanade St Helier Jersey JE1 1RB Channel Islands Telephone: +44 (0)1534 740182 Email: Rebecca.Stannard@hawksford.com Hawksford International is the Registered Business Name of Hawksford Trust Company Jersey Limited which is regulated by the Jersey Financial Services Commission.


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