Acquisition International June 2011

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June Issue 2011

ACQUISITION INTERNATIONAL The Voice of Corporate Finance

WHEB Partners backs Resysta International MBO AI speaks to Jim Asher, Founding Partner and Chief Operating Officer at Coller IP Management Limited about what the firm brought to the deal table.

Also in this issue...

• Company Formations • The Future of Trade Unions • The Global Network • Doing Business in Malta • Private Wealth Management • What’s in a name?

• International Business Crime Defence • The Power of Advertising in the Pharmaceutical Industry • The Corporate Litigator

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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Private Wealth Management

Editor’s comment

With the US market on an upward swing, it’s certainly happy days across the water with stronger capital markets, more available financing for M&A, and significant amounts of cash on corporate balance sheets and in private equity coffers.

In the first five months of 2011 there were 1,276 announced transactions with a total value of $454 billion, representing a 39 % increase in value over the same period in 2010, which saw 1,336 deals worth $327 billion. While announced deal volume declined 4% (in part due to a lag time in reporting deals), the competitive deal landscape and improved business confidence amongst buyers contributed to average deal size increasing 45% to $356 million from $245 million.

Corporate buyers have been key players in larger deals as they look to execute on scalable transactions that directly contribute to their bottom lines. There were 73 deals greater than $1 billion in value in the first five months of 2011, totalling $331 billion, or 73% of total deal value, compared to 60 deals totalling $225 billion in the first five months of 2010. Of those large deals that occurred through May 31, 2011, corporates accounted for 85% in volume and 84% in value.

This month Acquisition International talks to Jim Asher, founding partner at Coller IP about their recent appointment on the Resysta International MBO, we speak to the industry experts about “setting up shop” in their jurisdiction and “Doing Business” in Malta.

Enjoy the issue!

Contents

21

News

4

Deal Guru

6

Lead Mandate

8

Resysta International MBO

Sector Spotlight

Company Formations The Future of Trade Unions The Global Network Doing Business in Malta Private Wealth Management What’s in a name?

International Business Crime Defence The Power of Advertising in the Pharmaceutical Industry The Corporate Litigator

Deal Diary

10 14 15 16 21 22 24 28 29 32

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

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

International acquisitions on the rise at UK firms British firms spent more on foreign takeovers in the first quarter of 2011 than they have done in any quarter over the past three years according to the Office for National Statistics. Robin Johnson, partner and cross-border M&A expert at international law firm Eversheds, comments: “Globalisation in the M&A markets will continue - it is an everyday factor of life.

For example, original equipment manufacturers are increasingly looking for suppliers that are close to their plants. This means that if British companies are to maintain their positions as the suppliers of choice, they must expand their international presence ensuring they are on the ground and close to their customers.

This is also important in the services sector, where providers need to be close to their clients, which again results in a need for UK companies to broaden their global footprint.

“Globalisation is not growth for growth’s sake but is driven by demand from customers and the growing industrialisation of the emerging markets.

“Whilst ‘larger’ companies have access to cash to fund cross-border acquisitions, mid-market companies are bearing the pain of the growing need for an international presence. If UK SMEs are not to miss out on their share of global market business, the development of long-term partnerships providing the funding necessary to drive expansion is essential.”

Eversheds LLP and its world wide offices have over 4,500 people who provide services to the private and public sector business and finance community. Access to all these services is provided through 47 international offices in 30 jurisdictions. Eversheds combines local market knowledge and access with the specialisms, resources and international capability of one of the world's largest law firms. www.eversheds.com

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Silverfleet Capital expands its Paris team

Silverfleet Capital, the European mid-market private equity firm that specialises in buy & build, has expanded its Paris team with the addition of two new members with the appointment of Alexandre Lefebvre and Cyril Bourdarot.

Alexandre will become a partner of Silverfleet Capital and co-head the Paris office alongside Maïré Deslandes, who has been at Silverfleet Capital for 11 years and a Partner since 2007.

Alexandre was until last year a managing partner at IXEN, the former buyout arm of the French bank Natixis, which he joined in 1999 Alexandre Lefebvre from Arthur Andersen. Alexandre has an MBA from the Rouen Business School. Cyril Bourdarot joins the firm as an analyst. Cyril was until recently in charge of the US operations of the inspection and certification company Ecocert which he joined in 2009. Prior to that Cyril worked for Rothschild based in Paris. He is a graduate of the HEC School of Management.

Jean-Lou Rihon, who has until now been responsible for Silverfleet Capital’s office in Paris, has decided, for personal reasons, to leave the partnership towards the end of 2011 following a hand-over period.

Commenting Neil MacDougall, managing partner, said: “Alexandre and Cyril’s appointments are a clear demonstration of our commitment to financing mid-market buyouts in France and our intention to add new investments to our portfolio.

“I would like to thank Jean-Lou for his assistance over the last 20 years in building up our presence in France culminating in the recent and very successful sale.

Stenham Gold Continues to Shine Stenham Asset Management, the global investment management firm, has announced that Stenham Gold continues to deliver strong, award-winning performance.

The Fund won the award for Fund of Hedge Funds Specialist from HFM Week in May 2011.

It has also been ranked in the Top 10 in the Fund of Funds (assets between $10m - $250m) over the past three years by BarclayHedge.

The Stenham Gold Fund was launched in 2003 and has achieved an annual compound return of over 15% since inception with lower volatility than Gold equities. The Fund has over US$ 100 million in assets under management and invests in a range of underlying gold funds, gold bullion and gold Exchange Traded Funds.

Jaspal Phull, Portfolio Manager, commented: ‘I am delighted that Stenham Gold has been recognised for consistent performance over

recent years. Precious metals have reached new highs this year as inflation risk remains one of the main concerns for investors. In the past, gold was primarily viewed as an inflation hedge.

Partly due to the ongoing sovereign debt crisis in Europe, the asset class is now seen as a hedge against fiscal and financial crisis.’

Stenham has been bullish about gold over the years and remains so. Over the last few years, investment demand has replaced jewellery demand as the key driver of the price of bullion.

Net purchasing by central banks is expected to continue as they turn to gold as a means of diversifying their reserves into an asset class with no credit or counterparty risk. With the continued uncertainty over the US economy and the dollar, ongoing European sovereign debt concerns, global inflationary pressures and continued tensions in the Middle East and North Africa, investment into bullion looks set to increase.

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News

Shell and BSAG work with Baltic countries to advance spill response capabilities

T

he Baltic Sea Action Group and Shell organised a seminar in Helsinki on the 7-8 June 2011 to review preparations for a major oil spill in the Baltic Sea region. The participants including Government, academia, NGO’s, and representatives from the oil and gas industry concluded that if an oil spill in ice should take place, we must do everything to ensure everyone is prepared.

The increase in marine traffic in the Baltic Sea has raised the potential of an oil spill in the region. Oil recovery in cold or even icy, shallow waters with thousands of islands presents its own unique challenges for which industry, the Government and agencies must be well prepared.

The international seminar organised by the Baltic Sea Action Group (BSAG) and Shell reviewed current and future oil spill risks and scenarios in the ice-prone part of the Baltic Sea. State of the art oil spill in ice response (OSR) capabilities and country examples were presented.

The audience was also provided with the relevant shipping standards and the Baltic Sea risk profiles. The seminar workgroups provided a practical follow-up to further advance capabilities in terms of oil spill in ice. ”Identifying and sharing best practices among the OSR organisations and enhancing their capabilities in the Northern Baltic Sea

is vital. The cleanup response could be better and it is all the Baltic Sea States’ interest to take it seriously”, said Mathias Bergman, Secretary General of BSAG and Chairman of the seminar.

BSAG with support from Shell have involved key stakeholders from the oil industry, Government, agencies, NGO’s and academia, to ensure good oil spill response plans for the region. The seminar and workshops were designed to share research conclusions and develop and establish a regulatory and organisational framework to ensure the region is prepared for a worst case scenario.

“We are extremely pleased and proud to be able to support BSAG with this seminar.

We see this as an important step in the process of assessing the oil spill response capability in the ice-prone Baltic Sea and helping with the review of actions towards addressing possible gaps. Oil spill prevention and response remain a top priority for us at Shell and we will continue to support work like this that can improve the ability to respond to oil spills and improve the safety of operating in ice”, said Mr Robert Blaauw, Shell Arctic Theme Lead.

Chinese companies driving boom in EU acquisitions Following the news that China's biggest food company, Bright Food Group, is looking to buy a top-three European food company, an increasing number of Chinese business leaders are also exploring acquisition opportunities across Europe. As Nikolaj Juhl Hansen, partner at international law firm Eversheds, which has recently conducted a series of business events with companies in Beijing, Shanghai and Hong Kong, comments: “Chinese companies are looking to acquire a competitive edge, particularly by focusing on deals with technology, healthcare and sustainable energy companies. It all fits in well with China’s new 5-year economic plan. High profile brands are especially attractive and it is likely that an increasing number of Chinese companies will be looking at future acquisitions across Europe, as the 5-year plan dictates.”

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The

The Deal Guru

DEAL

GURU xxx

JEFFREY JOHNSON IS a partner with New York law firm Pryor Cashman (www.pryorcashman.com), specializing in the transactional aspects of technology and intellectual property exploitation (patents, trade secrets, trademarks and copyright) including, in particular, all aspects of mergers and acquisitions, joint ventures, strategic alliances, private placements and licenses in the biotech, entertainment, Internet, pharmaceutical, software and telecommunications industries. www.pryorcashman.com/attorneys-64.html

The AOL Huffington Post Deal: The End of the Beginning of the Transition?

When AOL announced that it had agreed to purchase The Huffington Post for $315 million, it set the stage for the end game in the transition from journalism based on old-world media to journalism based on new-world media. The question for AOL and Ariana Huffington is: have we placed the right bet? I think they have.

For the last decade, traditional print news outlets, such as the New York Times and the Wall Street Journal, have struggled to find their place in the on-line world. Are they a subscription-based service that caters to a well-educated audience that is able to not only afford the cost of the subscription, but also the infrastructure necessary to access it as well? Or do they instead rely on advertising revenue alone to maximize their audience? Is there a different revenue model, or perhaps a combination, on which they can rely instead? At the same time, AOL has itself been making a slow but sure transition from an online service provider in the traditional sense (i.e., providing households and other consumers with access to the Internet), to a content provider in the broader sense, controlling an ever increasing portfolio of online publications.

The trick has been to find a model that supports not only the cost of aggregating

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and distributing content, but also the cost of collecting and creating content in a manner consistent with long established journalistic standards. But balancing all of this must be achieved in an environment that puts in question the underlying premise of all journalism: the fact that audiences actually care about the trustworthiness and accuracy of the content they access.

Until now, the new media players have stretched across a broad arc of quality.

Some have emerges as the reliably unreliable online equivalents to supermarket tabloids, which feed off sensationalized “news” that appeals to a broad base of users and, thus, generates a lot of “hits” and ad revenue. Others have been similar to the old-style news providers, which simply replicate their “real world” product in an on-line environment, bringing users who are, for the most part, patrons of the real world, a product that provides a trusted source of news. In all likelihood, the reality is that both audiences care about the accuracy of the content they get, but the broader audience places a lower premium on that accuracy, unwilling to pay $2.00 a day for a newspaper, but still craving a reasonably thorough and honest understanding of what’s going on in the world.

One thing remains clear – finding a way to publish a product with a broad enough content range to appeal to both core audiences has been a challenge. It’s easy to aggregate a lots of content, and it’s easy to fact check and otherwise maintain high journalistic standards for discrete content parameters, but wedding breadth of content with consistent journalistic integrity has proved to be difficult.

With the acquisition of the Huffington Post and, in particular, the appointment of Ariana Huffington as editor-in-chief across AOL’s entire online content platform, AOL may have hit on a nice solution. That is, by making a large variety of c o n t e n t resources subject to a s i n g l e , consistent editorial standard, AOL should be able to meet journalistic standards on a cost effective basis, without having to establish the huge news gathering infrastructure that makes it increasingly difficult for traditional, old world media to thrive in today’s environment.

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The Deal Guru

AOL has created a model that is able to not only aggregate news, but can also provide a wider range of content to a broader-based audience. AOL’s strategy seems ideally suited to attract a variety of users, including those who primarily supplement their traditional news resources with online resources and those who rely on the Internet to access most, if not all, of their news, as well as those who are looking to the Internet for more entertaining or targeted content. In an era of targeted advertising, AOL has structured a deal that will enable it to aggregate content subject to a consistent editorial standard, but without being limited to traditional news. They are now poised to become a primary source for trusted content that’s not “branded” as journalism.

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Lead mandate

WHEB Partners backs Resysta International MBO Towards the end of April, WHEB Partners backed the management buyout of Resysta International, a producer of alternative building materials, from Münchener Boulevard Möbel Joseph Duna.

Acquisition International speaks to Jim Asher, Founding Partner and Chief Operating Officer at Coller IP Management Limited about what the firm brought to the deal table.

Jim, a physicist by background, has had many years of experience in scientific and industrial R&D, technology development and company management from general management to board-level. He is actively involved in client work on IP analysis, landscaping and commercial evaluation. He also leads the IP Valuation practice in Coller IP, working for a wide range of clients and requirements.

Coller IP was formed in 2006 as a spin-out company from a background of providing in-house services in a large technology corporate. Coller IP specializes in the commercial management of IP, which ranges from IP analysis and commercialization services, through IP case management – drafting filing and prosecuting patents, trade marks and registered designs – to brokering IP deals, and formal IP opinion and IP valuation services.

Coller IP brings together an unusual combination of Technological, Legal and Commercial experience, which they refer to as their TLC for IP approach. The Coller IP team includes Patent and Trade Mark Attorneys, IP Analysts, Licensing Executives and business development expertise.

Jim adds: “We aim to provide clear commercial advice, built on this experience, to address typical business requirements. Our client base ranges from small start-ups to medium and large corporates, all trying to understand the importance of IP and how to best manage it for commercial value.”

Resysta International MBO A pioneer in Europe’s clean technology sector, WHEB began as an award winning clean technology incubator and corporate finance firm in 1995 before focusing on private equity fund management. It raised the UK’s first broad based clean technology fund in 2005 and now manages two clean technology funds with total assets under management of £130 million. WHEB’s team of investment professionals are based in both its London and Munich offices.

Towards the end of April WHEB backed the management buy out of Resysta, a company that has developed a high fibre-reinforced material made from around 60 per cent rice husks, 22 per cent rock salt and around 18 per cent petroleum.

The material is environmentally friendly, recyclable and is resistant to external influences such as sun, rain, snow or salt water. It also

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contains no elements of wood. The material can be used for a number of products and applications, but the first to be commercialised is outdoor decking for hotels and spas. The company is looking into developing a weather-resistant and slip-resistant decking for yachts.

Coller IP acted on behalf of WHEB Partners on the deal. Jim Asher elaborated on what role they played and how they secured the appointment: “We have worked successfully with WHEB in previous deals over the past few years and we have built a good relationship with their key people.

We understand their needs and they understand and appreciate the commercial analysis and advice we provide and where it helps them with their investment processes.

“Our role on the deal was to provide due diligence on the IP which formed a key part in the assets in the investment and to advise WHEB on the strengths of the patents covering Resysta. We were approached by Joerg Sperling and Alex Domin to ask if we could take on the project. I had met Joerg a few months earlier at a meeting with some of the senior people at WHEB Partners discussing another project and he thought of us as having the relevant skills when the Resysta deal came up.

“One of the key issues we were looking at in the Resysta deal was how well differentiated the technology and patent applications were from the ‘prior art’ – previously published third-party patent documents in the same technology space. We were able to search international patent databases, to analyse prior publications and to establish whether third-party patents were still live. This enabled us to

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Lead Mandate understand the differentiation of the Resysta patents and to understand and articulate the commercial risks associated with thirdparty IP. “In summary, we believe that our report and conclusions gave clarity to the IP position of Resysta and gave WHEB Partners the confidence to close the deal, knowing that key commercial IP issues had been investigated and clarified.”

Jim, so what did Coller IP bring to the deal table?

“Coller IP had the necessary skills and experience to tackle this type of work; we were able to provide a scope of work to cover WHEB’s needs within their budget and to be able to report back in good time to allow for deal closure. In the end, we find that it comes down to people and confidence that we can deliver. People come back to us

when they need answers to new questions, because we have delivered good work previously.

“We have worked before for WHEB Partners on earlier deals of a similar nature, and we have also worked with other investors with broadly similar aims. We understand how investors work, what makes them tick, and what they are looking for in advice ahead of closing a deal.

“Our experience is particularly suited to investments in technology businesses in physical sciences, bio-sciences and engineering; we also have extensive experience of green- and clean-tech, communications and software sectors. We find that our input works best when we are consulted at an early stage in formation of a deal; we can handle backend due diligence, but it does not always allow room to manoeuvre if difficult issues arise near to a deal closure.”

Jim Asher Coller IP Management Ltd. Telephone: +44 870 402 1611 Email: jim.asher@collerip.com www.collerip.com Fugro House, Hithercroft Road, Wallingford, Oxfordshire OX10 9RB, UK

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Company Formations

Company Formations Company formations are still

big business, the size, the scale and the clientele, Acquisition

International speaks to the experts about “Setting up Shop” in their Jurisdiction.

McMurray Aldum Inc.

883 Vlakhaas Avenue, Constantia Kloof, Roodepoort, Johannesburg 1709 Postal Address: P.O Box 3338 Florida 1709

T: +27 (0) 11 675 0555/6/7 F: +27 (0) 11 675 0580 E: ian.mcmurray@auditor.co.za www.auditor.co.za

What are you specific areas of expertise when it comes to company formations?

Adrian Wong: “We are liked by our clients as cross-border structure integrator. We cover tax, legal, finance, banking, investments and other worthwhile considerations. Our people are from tax, legal, audit, finance, real estate, trust and fiduciary backgrounds” Rajesh Ambikan: “We have in-depth knowledge of the Rules and Regulations of UAE, and have built up good relations with the various governing and registering authorities. Mr. Ambikan is considered as one of the pioneers in this field in the UAE. He has been in the field of company formations for more than a decade and was the Head of Marketing for one of the largest Free Zones in UAE and has always been involved with Free Zones and company formations.”

Please describe a typical client?

ELLEN SUN: “International Business Company (IBC) type tends to be cost effective and time effective in setting up and maintenance compares to legal entity set up onshore. For example, sole director/sole shareholder can set up an IBC. The corporate documents including share registers and register of directors are filed with registered agent not the registry facilities easier transfer of shares, appointment/resignation of directors. Disclosure of client’s information without the company’s director’s consent is a crime ensures client information is handled with highest level of private and confidentiality. These unique specifications of IBC attract diverse groups of clientele.”

Garth Melville is Managing Director and principal advisor at NZ Securities Ltd. Garth Melville garth@nzscurities.com www.nsecurities.com

Address: 412 Lake Road, Takapuna, Auckland, New Zealand.

P O Box 32528, Devonport, Auckland, New Zealand Tel: +64 9 4899453 or cell +64 21 790706

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WorldWide Formations is a specialized professional services company specifically catering to needs of businesses, industries and individuals who desire to incorporate companies in United Arab Emirates. Mr. Rajesh Ambikan, Managing Director, Worldwide Formations Ltd. ic@worldwideformations.com

www.worldwideformations.com

2526, 25th Floor, Monarch Office Tower, One Sheikh Zayed Road, PO Box 33964, Dubai, UAE.

Tel: +971 4 372 1184, +971 4 372 1183, +971 4 3042600, +971 9 228 2809

Mr Arian Wong

A.Wong@Remitnow.Biz

Ms Ellen Sun

E.Sun@Remitnow.Biz

REMIT NOW has strong footholds and networks in China and Thailand to cover all aspects of cross border transactions. The firm is are also licensed filing agent in Belize, Delaware, Hong Kong, New Zealand, Singapore, Seychelles and the UK for company formations. The firm’s BVI operations are expected to commence on June 2011.

Web: Www.Remitnow.Biz

China: Suite1615, Dongxing Plaza, No. 398, Wensan Rd, Xihu District, Hangzhou City, Zhejiang,China

Thailand: 317 Kamol Sukosol Building, Level 8 Suite 8b Silom Road, Bangkok 10500 Thailand Telephone: +86 4006 889 804 (China: Chinese Speaking),

Telephone: +66 81 345 8966 (Thailand:English Speaking)

Dmitry Kucheryuk, is a qualified accountant (a member of FCCA, FAIA and ICPAC) and Director of Eltoma Corporate S e r v i c e s .

Established in 2004 with offices located in Cyprus, Moscow, Singapore and Hong Kong, Eltoma Corporate Services comprises qualified accountants, lawyers, management consultants and corporate service administrators. Through highly experienced professionals Eltoma Corporate Services are able to offer a variety of services from company incorporation, company management and administration, formation and restructuring of international holding structures, bookkeeping, auditing and tax reporting and international tax planning.

Dmitry Kucheryuk

dmitry.kucheryuk@eltoma-offshore.com

Web: www.eltoma-offshore.com (Russian) Web: www.eltoma-cyprus.com (English)

Office 403, 10 Georgiou Gennadiou Street, 3041 Old Town, Limassol, Cyprus Telephone: 00357-25-345-010 Telephone: 00357-99-916-830

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Company Formations Garth Melville: “An international business which is expanding their business into new jurisdictions, and together with this expansion are looking to gain a better tax outcome in a way which will provide security for their business and maintain the best reputation by reestablishing their business headquarters in a tax efficient, premium “onshore” jurisdiction, rather than in what would be classed as an “offshore tax haven”.

Rajesh Ambikan: “Our typical client includes businesses, industries and individuals who desire to register companies in United Arab Emirates. These vary from large Multinational Clients to Individual clients who wish to create a company to use the strategic location of UAE; its tax benefits etc to efficiently and effectively manage their business or Business Empire from this nation.”

What can your jurisdiction offer to prospective companies? Are there any tax benefits? Or any socioeconomic benefits for foreign companies setting up in your jurisdiction?

Dmitry Kucheryuk: “Over the last 30 years Cyprus has established itself as a major international business and financial centre.

Admission into the European Union in May 2004 has f i r m l y secured Cyprus as an

attractive and stable jurisdiction in which to incorporate. Cyprus has a simple, effective and transparent tax system in place that is fully EU, OECD, FAFT and FSF compliant.

It is a low taxation jurisdiction and has one of the lowest corporate income tax rates in Europe; this currently stands at 10%. There is no capital gains tax or taxation on dividends making Cyprus ideal to set up Financial Service Entities. There is also the added commercial value and monetary benefits due to the ability to register for EU VAT in Cyprus. Cyprus also has over 45 double taxation treaties with major countries. One of Cyprus biggest assets however is the investor friendly Tax Authorities who are always accommodating to foreign investors.”

Garth Melville: “NZ is a premium onshore jurisdiction offering more advantages than the traditional offshore tax havens. NZ is not blacklisted by any Government or authority. It is tax effective for international income, has no capital gains tax, inheritance tax or forced heirship, has 37 Double Tax Treaties which provide for lower

withholding taxes, and has several Trade Agreements. NZ is a member of the OECD and World Trade Organisation, but is not a member of the EU, and is not directly subject to the EU provisions. We have a stable democratic Government, an excellent infrastructure, communications, internet and banking. We offer a fresh approach to structuring with many varieties of business structures, at potentially less cost.”

Please describe the legal requirements when it comes to setting up a company in your Jurisdiction?

Adrian Wong: “We need to sight original & valid residential proof and identity proof. Alternatively, these documents can be notarized by notary public. Examples of residential proof are national identity card, driving license or bank statement/credit card statement/utility bill issued not more than 3 months ago. Whereas, examples of identity proof are national identity card, passport page(s) with bearer’s photograph.

One document can only serve as one proof.

We will verify client’s signature as his signature shown on the bearer’s passport.

There are occasions that enhanced due diligence need to carry out before we can proceed to render our service.”

Dmitry Kucheryuk: “There are no restrictions applicable to direct investments in Cyprus or investments via Cyprus by natural or legal persons from EU Member States or T h i r d Countries.

I n addition as of

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Company Formations 1st January 2003 there is no longer any special or offshore regime in Cyprus; all Cyprus companies are treated equally. This has the advantage that Cyprus Entities, whether owned by local or foreign persons can engage in local activity without restriction or the need for permission. Companies can either establish their own offices or use an agent in order to provide registered office services.

“There are a number of different types of Cyprus Companies however the most common type of company that is incorporated is a Private Company Limited by Shares. There is no legal minimum requirement as to the minimum or maximum share capital of the company however it is recommended that the authorized share capital be 1,000 Euros divided into 1,000 shares of 1.00 Euro each. Only one director and shareholder is required and there are no restrictions on nationality and company secretary is obligatory. Registration of a Cyprus Company takes between 10 – 15 working days.”

Garth Melville: “A company requires a minimum of 1 person director, and 1 shareholder which can be a person or a company, or another structure. The company must also have a NZ registered office and an address for service.”

Have there been any recent changes in regulation in an attempt to attract more foreign companies to your country?

Adrian Wong: “With the recently revised trust laws and enactment of laws on private foundation by the international financial services commission, Belize has market driven laws cater for clienteles, both corporates and individuals, with different expectations on asset protection, tax planning and wealth planning.”

Garth Melville: "Look Through Companies were introduced in April this year and Limited Partnerships introduced in 2008, which both provide nil NZ tax on offshore income earned by offshore shareholders/members of these structures.”

Rajesh Ambikan: “The regulations are quite investor friendly and an Investor have various options he can choose from, if he is not satisfied with a particular type of structure. Yes, many of the Free Zones are offering discounts and promotional offers to attract clients to their Free Zones, but in general the regulations are stable.”

How important is it to use an established professional formation expert who understands the law of the country, rather than “bucket shops”?

Rajesh Ambikan: ”When a client wants to set up a company in UAE, he has limited knowledge of various options available, and there is always a possibility that he could make a terrible mistake that he will realize over a period of time. Consultants who are specialized in company formations will have an in-depth knowledge of various aspects, and could give the potential client various permutations and combinations. One needs to be careful in choosing a consultant, and we would always recommend that you check the credentials of the consultant and whether they are authorized by the government to offer their services. You may pay a bit more, but this extra payment will surely give you peace of mind.

“Having said this, I would like to give a live example of what happened to us recently. We wanted to form our company in one of the prime locations in Europe and had entrusted the task to a formation agent whom we thought we could trust. Within the course of a day we

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were told that the name of our company was already taken by someone! On investigations we found that they had registered a company with our name, under their own name, and we had to file complaints with the concerned authorities to have our company reinstated back to us.”

What is the most common type of company being formed in your jurisdiction? Is the region attracting a particular industry?

Ellen Sun: “IBC is the most common legal entity formed by foreigners in Belize. More than 100,000 IBCs are formed in Belize to date. Islands and small nations from Latam have been renowned for offering IBC to investors worldwide and particularly the B.R.I.C. Belize is darling to clientele from china. We also learn from our associates that Belize IBC’s are popular in India, Russia and South East Asia.

Once Belize IBC reaches the 300,000 mark which we are confident that Belize can make it in short period, it can become a pillar to the economy.”

Garth Melville: “At present the most common type of company we are forming is the new Look Through Company. We appear to be attracting businesses distributing to many jurisdictions, as well as various types of businesses providing financial services to many international clients.”

Rajesh Ambikan: “Our focus these days is on promoting International Company of RAK Free Trade Zone. This is an ideal vehicle that is normally used to be a holding company to own other companies, carry out international business etc. The attraction here is, besides 100 % ownership, you also have the choice to choose your own law unlike any other company in UAE. Though this company cannot physically trade in UAE, its unique regulations has made it one of the most preferred types of formations in the recent years.”

As we slowly recover from the economic downturn, do you have any predictions for 2011, in terms of demand in your jurisdiction?

Ellen Sun: “Demands for international company formations are less sensitive to economic cycle. We observe that some clients will however moving over to cost effective and time effective jurisdictions like Belize. National budget announcement, tax reforms, awareness of application of offshore companies/ trusts/ funds/ etc are main drivers of demand of incorporating in another country or migrating assets to another country. We see that 2011 is another success of Belize in china market.”

Dmitry Kucheryuk: “Despite the general economic problems Cyprus has seen growth with regards to demand for company formations. Cyprus offers a gateway to the EU and is a highly favourable environment for business activity and we therefore expect to see further growth in the future.”

Garth Melville: “Following the G20 decisions made at the meeting on 2 April 2009, when the traditional “offshore” tax havens were severely challenged by the major nations including USA, UK, France and Germany in their drive to regain their ability to collect taxes they had seen disappearing from their grasp, many businesses decided to leave the traditional tax haven where they had been based, and re locate to the secure onshore jurisdiction NZ which can provide long term, secure, advantages, at potentially less cost than they previously experienced.”

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Company Formations Mr. Lindsay D. Barrett Managing Partner

B&P House, PO Box 240, Lini Highway, Port Vila, Vanuatu.

Barrett and Partners is a leading Chartered Accounting and Consulting Firm in Port Vila, Vanuatu. Its origins date back to 1971, when Lindsay Barrett, the current Managing Partner, established the Firm. From 1975 to 1992, the Firm operated as Coopers and Lybrand. “Barrett & Partners enjoys a reputation for providing efficient, high quality service to its clients, both locally and internationally. Besides operating a traditional accounting practice, providing audit, consulting, insolvency and management services, the firm, through Trustees International Limited (its wholly owned licensed Trust Company), provides trustee services and funds and portfolio management to its expanding group of overseas-based clients.� “Vanuatu is an offshore finance centre and is therefore very attractive to investors. Vanuatu imposes no income tax, no capital gains tax and no estate duties. “Vanuatu also has a large mostly unskilled workforce with relatively low labour costs which can be attractive to investors.

Please describe the legal requirements when it comes to setting up a company in your jurisdiction?

“International Companies – require at least one member and one director.

Directors need not be residents of Vanuatu. Only document required to be filed with the Companies office (available for public inspection) is the Company Constitution. No public records of directors or shareholders are required.

Nominee directors and shareholders are permitted. International companies must have a local Registered Agent in Vanuatu. No concept of authorised capital.

“Local Companies – require at least two members and one resident director.

Corporate nominee directors and shareholders are permitted. Local companies are required to file returns of allotments, notice of directors/secretaries, annual returns, audited financials, etc.�

Tel: (+678) 22280 Email: service@bap.com.vu Web: www.bap.com.vu

Have there been any recent changes in regulation in an attempt to attract more foreign companies to your country?

“Yes, recent amendments to International Companies Act provide for longerterm registration of International companies at discounted rates. Previously, International companies were subject to annual renewal. Additional new registration periods now available are 5, 10 & 20 years.�

What is the most common type of company being formed in your jurisdiction? Is the region attracting a particular industry?

“Evenly split between International and Local companies. The main industry attracted to Vanuatu is tourism due to tropical location, diverse natural attractions. Vanuatu’s next major industry is agriculture due to its favorable climate and fertile lands.�

As we slowly recover from the economic downturn, do you have any predictions for 2011, in terms of demand in your jurisdiction?

Yes, we consider the overall economy to rise by at least 3% over the next 12 months. Foreign direct investment may stay flat in terms of demand until mid2012 as the impact of the GFC wears off.

On a lighter note, aside from tax breaks and financial reasons, what are the key pull factors for clients choosing to incorporate in your jurisdiction?

“There are several factors that make Vanuatu an enticing jurisdiction in which to establish business. Such factors include a clean reputation; political stability; Anglophone legislation; situated in a time zone-friendly location for countries ranging from Hong Kong to New York; short travel time from Australia/New Zealand (2-3hrs by plane). Vanuatu was also voted the ‘Happiest place on Earth’ in 2009.�

ÇŻ ÇŻ Çż Čą

Š Âœ Â? ÂŽ › Âœ Čą Â’ —ȹ Š ǯ ÇŻ Čą Â˜ÂĄČą ĹžĹ? Ĺš Ĺ– Ĺ– Ĺ— Ĺ– Ĺž Ĺ–Čą

Čą –œ Â? ÂŽ › Â?Š –

Çą Čą Ƹ Ĺ™ Ĺ— Čą Ĺ˜ Ĺ– Čą Ĺ™ Ĺ– Ĺ— Čą Ĺ› Ĺ› Čą śś Çą Čą Â’ —Â? Â˜Č“Â› žœ Âœ ÂŽ • • ÇŻ —•

   ǯ › žœ Âœ ÂŽ • • ÇŻ —•

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Company formations in Mauritius

Company formations in Mauritius P

remier is duly licensed by the Financial Services Commission in Mauritius and is headquartered in Port Louis, the Capital City. It has representative offices in London, Seychelles and Singapore. Premier is part of the INAA Group, an international network of accountants and auditors which extends to nearly 60 countries. Acquisition International speaks to Sanjeev, Director at Premier, who has also been in the offshore banking and financial sector for the last 11 years.

“At Premier, we offer a wide range of offshore financial services including the formation and administration of offshore funds, trusts, offshore companies (Mauritius, Singapore, Seychelles or BVI) and Mauritius resident companies designed for tax treaty benefits. As of today Premier has built up an interesting client base made up of high net worth individuals and corporate clients, including listed companies from different industries and parts of the globe.

“A typical client would be one who understands and values the benefits of using Mauritius as an international financial centre and who are looking for tax efficient structures whether for cross border investment, international trading and consulting, through appropriate vehicles and jurisdictions. At Premier we offer tailor made structures and advice.”

Please describe the legal requirements when it comes to setting up a company in Mauritius.

“The setting up of a company in Mauritius does not take long.

However, application should be channeled through a licensed service provider as Premier. The KYC norms are more or less the same like in other jurisdictions. A GBC2 which is an IBC type offshore company can be formed in 2 days, including opening of bank account. A GBC1 takes slightly longer and it may be possible to have one incorporated within 4-5 working days subject to all information made available to the FSC.” What can your jurisdiction offer to prospective companies? Are there any tax benefits? Or any socioeconomic benefits for foreign companies setting in your jurisdiction?

“The GBC2 is tax exempt and is mainly used as intermediary holding company, for international consulting and passive investment holding. It is relatively less expensive when compared to a GBC1. A GBC1 on the other hand is a company of substance; it has local directors, a local qualified company secretary and is resident for tax purposes, albeit the maximum corporate tax is only 3%, after deducting a generous tax relief of 12%. However, a GBC1 has access to the 36 double taxation treaties which Mauritius has signed so far with other countries.

“Actually Mauritius has the best double taxation treaty with

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India. Approximately 45% of FDI flowing into India are routed through Mauritius as there is no capital gains tax on the shares disposal in relation to investments made in India.

“Besides zero or very low corporation tax, there is no capital gains tax, no withholding tax on payment on dividends, royalty, fee income and interest and no exchange control in Mauritius.

“On the other hand due to the numerous incentives such as business facilitation, issuance of work and residence permit, signing of investment promotion and protection program (IPPA’s) with several countries, global investors are now using Mauritius as a springboard to invest in Asia, Africa and other parts of the worlds.”

What is the most common type of company being formed in your jurisdiction? Is the region attracting a particular industry?

“Investors are now increasingly using GBC1 for tax planning purposes and to benefit from the non-double imposition of taxes agreement. Additional vehicles such as global funds, private equity funds, hedge funds with similar benefits are used from Mauritius to capture the growth in emerging markets. Mauritius as of today remains the number one channel to invest into India.

Secondly, having ranked 1st out of 53 African countries for the last 3 consecutive years by the Mo Ibrahim Index on good governance and number one by the World Bank for ease of doing business, Mauritius has become an ideal jurisdiction to structure and channel Africa inbound investments.”

As we slowly recover from the economic downturn, do you have any predictions for 2011, in terms of demand in your jurisdiction?

“Economic recovery has been slow in Europe, the United States and their nearby countries. However, major developments in Infrastructure, Mining, IT, Hospitality and Real estate sectors are taking place in emerging economies such as India, China and Africa. Economic growth is predicted to be more that 10% in the next couple of years for these economies.

Therefore 2011 looks promising.”

Sanjeev Lutchumun MBA, FCCA, TEP Suite 612, St James Court, St Denis Street, Port Louis, Mauritius Telephone: +230 213 6703 sanjeev@premier.mu www.premier.mu

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The Global Network

The Global

Network With the huge increase in cross-border M&A activity, the advisory firms that best serve their clients are those with highly skilled staff across a range of sectors and locations; and those that network and partner with different law firms in order to navigate local legal and business environments where they are not so experienced.

Acquisition International speaks to Victor Chang Partner at LCS & Partners about being part of “The Global Network”.

L

CS & Partners is a member of the World Services Group (“WSG” since 2005) and the INBLF (since 2007).

LCS & Partners specializes in Mergers and Acquisitions, Private Equity and Hedge Fund Formations and Cross Border Transactions (including Greater China Practice).

What are the key benefits for a company appointing a firm who is a member of a global network?

“From a legal work standpoint, coverage of multiple jurisdictions with competent advisors that have some reputation locally.

From a business development standpoint, ability to get deal flow or a quick second opinion on a local business development from professionals in different jurisdictions.”

LCS & Partners

Victor I-Hsiu Chang

Email victorchang@lcs.com.tw Website www.lcs.com.tw

Address 5th Floor, No. 8 Sinyi Road Section 5, Taipei City, Taiwan, R.O.C. Telephone +8862 2729 8000

How would you describe your relationship with other member firms?

How important is networking in todays deal making community?

“We refer a lot of work out of Taiwan, especially to Chinese firms and to firms in the US and Europe. So our relationships with other member firms are very good. We send a senior partner to attend annual meetings of the WSG and INBLF every year. “ How has your membership helped you to improve the way you do business on a local and global level? Can you provide examples?

“For Foreign Issuers listing on the Taiwan Stock Exchange and for cross border M&A transactions, we need support from local counsel on local legal due diligence and regulatory matters and we usually go to our membership firms. Also, Taiwan companies have lots of subsidiaries overseas and if there

is a foreign competitions law filing required then we will need to seek help in that area.”

How does the global network set you apart from other non-member, local competitors?

“Many areas, but especially in the areas of capital markets and M&A, where our strong relationships with local member firms for due diligence and competitions law filings enable us to give comprehensive and fair fee quotes with excellent and consistent quality. This is something other firms in Taipei are not able to do as well as we do.”

Cross-border deal flow has increased by 71% from 2009; what countries are attracting the most attention from foreign investors?

The 71% is not a statistic for Taiwan. For Taiwan, there has been a dramatic increase in activity from China since the cross-straits investment rules have been amended to become more flexible and practical.

Otherwise, foreign interest has largely come from US and northern European countries.

Do you have any predictions for 2011, in terms of cross border activity? Any hot spots ?

Activities between Taiwan and China will continue to increase, and the number of medium sized companies from US and China seeking to list in Taiwan will also increase.

On a lighter note, what is the best piece of advice ever given to you?

“If you are excellent in what you do, you will have more work than you can handle.” I believe this is a variation of a quote from Marty Lipton.

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Doing Business in Malta Doing Business in Malta

With its strategic location, stable political standing, outstanding reputation, highly educated workforce and a proven track record of success; In terms of attractive locations, it doesn’t get much better than Malta. The jurisdiction has all the necessary components for a robust international business community and this feature aims to examine all the factors that create this unique environment. Acquisition International speaks to the experts...

Neville Cutajar 3a Accountants Neville@3a.com.mt www.3a.com.mt Malta

Nicolette Spiteri Bailey Aequitas Legal info@aequitas.com.mt www.aequitas.com.mt Malta

Chris Casapinta Alter Domus (Malta) Ltd chris.casapinta@alterdomus.com www.alterdomus.com Malta

Christopher J Naudi Ernst & Young Limited chris.naudi@mt.ey.com www.ey.com Malta MSD 1751

Anton Micallef AVMT Advocates amicallef@avmtgroup.com T: +356 7949 0000 Malta

Dr Ian Gauci GTG Advocates igauci@gtgadvocates.com www.gtgadvocates.com Malta

Dr Louis de Gabriele Camilleri Preziosi louis.degabriele@camilleripreziosi.com www.camilleripreziosi.com Malta

Andrew Frankish IDS Fund Services Malta Ltd andrew.frankish@idsfundserv ices.com www.idsfundservices.com Malta

PKF Malta T: +356 27484375 or 21335715 F: +356 21335714 www.pkfmalta.com Malta

GVTH - Law info@gvthlaw.com T: (+356) 21 228 888 www.gvthlaw.com Malta

Custom House Fund Services (Ireland) Limited 25 Eden Quay, Dublin 1, Ireland T +353 1 8780807 - Ext 2227 www.customhousegroup.com Ireland

Joseph Cutajar T: (+356) 234 33 234 joseph_cutajar@mib.com.mt www.mib.com.mt Malta

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Doing Business in Malta

3a is a firm with experience in dealing with international companies in relation to most aspects relevant to business, from tax planning to compliance, from investment appraisal to due diligence in mergers and acquisitions. Neville Cutajar is Managing Director at 3a Accountants.

Alter Domus is an independent firm headquartered in Luxembourg.

It offers corporate, management and support services including fund administration to the alternative investment management industry. Over the years, Alter Domus has expanded its network to Belgium, Cyprus, Guernsey, Hong Kong, Ireland, Jersey, Malta, Mauritius, New York, the Netherlands and Singapore.

International corporate work is at the heart of AVMT Advocates’s practice – with bank lending and restructuring forming areas of strength, within the firm’s broader financial services focus. Anton Micallef is Partner at AVMT Advocates.

Custom House was originally established as an Irish company in 1989. It is an alternative investment and hedge fund administrator and describes itself as “The Specialist Fund Specialist”. Dermot Butler is the Chairman of Custom House Global Fund Services Limited, the parent company of the Custom House Group (“Custom House”).

Aequitas was set up in the nineties and quickly developed a thriving commercial law and litigation practice. While remaining strong in those areas, the practice also expanded into international business, tax structuring and corporate services. Nicolette Spiteri Bailey is the partner responsible for Tax and Corporate Services within the Firm and has been What factors are attracting companies and wealthy individuals to Malta? What are the key benefits of locating here?

Chris Casapinta: “Malta benefits from a robust yet flexible regulatory framework. Since Malta’s accession to the EU and the Eurozone investors feel more comfortable investing through Malta. There are many other benefits such as a highly skilled multi lingual workforce, easy access in and out of Malta through various flights available on a daily basis, CET time zone and cost – effective amongst other advantages.”

Anton Micallef: “Malta is an attractive location for foreign investors to do business at present as there is a great deal of international interest pertaining to using Malta as a base for holding companies. This can, in part, be attributed to the fact that English is the business language of Malta.”

Dermot Butler: “The attraction of Malta to Custom House was the very pragmatic and business proactive attitude of the Malta Financial Services Authority (“MFSA”), the regulator in the investment and fund business in Malta.

with Aequitas for over ten years.

Ernst & Young Limited has been in Malta since the late 1990’s and since then the Firm has grown from 15 – 20 partners and staff to circa 100 today.

EY offers a full range of services including, accounting, payroll, corporate and personal tax compliance, indirect tax compliance, transaction tax and tax advisory services. Chris Naudi, Head of Tax in Ernst & Young Limited.

GVTH Advocates is one of Malta’s leading law firms, with a strong focus on commercial and corporate affairs, intellectual property and telecoms, as well as insurance law and financial services. Albert Grech is Partner, GVTH Advocates, and Malta.

Joseph Cutajar, director of the MIB Group, which for over 35 years has been offering independent insurance broking and risk management services in Malta and Gozo, believes that Malta has a plan, which is being implemented successfully, to be a financial services hub. Financial services now account for 12% of GDP. PKF Malta is a fast growing, progressive firm that will meet the technical standards that your organisation expects. As a member of PKF International, providing services to a list of prestigious clients, the firm enjoys an excellent reputation which stems from our dedication, professionalism and enthusiasm to serve our clients. George Mangion is Partner PKF Malta / Managing Director.

Can you make reference to a real-life case which illustrates the service you provide and its benefits?

Nicolette Spiteri Bailey: “A company in Germany is providing investment advisory services to its clients in Berlin. It is not licensed but rather operates as the tied agent of another company whom we can call the principal, which is licensed by the BAFIN. The tied agent is now considering getting a license of its own because it is paying millions of euros to its principal. It seeks advice on the matter and its German lawyers advise that whilst seeking a BAFIN license will be very lengthy and costly; a Maltese license will be quicker and very competitively priced.

“Aequitas is a member of Multiplan, a legal network with a presence in 200 cities across the globe and has a wealth of other correspondents which rank among the top law firms in the world. So, the German lawyers contact Aequitas and a meeting is set up. Six months later, Maltese and German lawyers working together have obtained a license for the client and passported it into Germany.

Chris Naudi: “Malta is ideally placed as a stepping stone between the EU and other jurisdictions. With no withholding taxes on dividends, interest or royalties embedded in our tax laws and our wide treaty network more and more investors are choosing Malta as a place to do business from. In addition, the refundable tax credit system offers very attractive advantages for setting up business in Malta.”

“The client is now the tied agent of the Maltese licensee and therefore no longer pays millions to the principal. Instead, it pays the money to its Maltese licensee. The latter has substance here and benefits from Malta’s tax refund system. Conclusion: the client achieved autonomy in a reasonably short while, no longer paid commissions to a third arty but rather paid a related company within the same beneficial ownership which got a refund of six euros for every seven paid as corporate tax in Malta. Not bad, we thought, and so did the client.”

George Mangion: “A number of factors such as political stability, proximity to European mainland, low cost of living, perfect climate and locals displaying good communication skills and renown courtesy.”

In reference to your area of expertise, how do local laws in your jurisdiction differ with those of other offshore financial centres?

Neville Cutajar: “Malta is an onshore jurisdiction with a well

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Doing Business in Malta established regulatory framework and being an EU member, a country which has the advantage of intra community trade within the EU. Therefore whilst not being offshore and present on the CFC white list of most countries, it still provides holistic package to anyone setting up business in Malta by providing a cost effective tax efficient EU jurisdiction.”

What is the primary challenges facing clients in your jurisdiction today? How have you adapted your services to meet these needs?

Louis de Gabriele: “The impact of the recent economic, financial and geo-political challenges being faced world-wide has, of course, had its toll on both local and international businesses. Malta has however managed to keep up a sustained pace when compared with countries whose markets feature similar characteristics, and has added considerable international visibility to its proactive and appealing legislative, fiscal and regulatory framework.

“At Camilleri Preziosi we strive to find innovative ways to assist economic operators in an environment which is constantly changing and which is subject to international legal and economic pressures. Lawyers at Camilleri Preziosi are solution-oriented and endeavor to suit the requirements of the clients whilst at the same time keeping in mind the economic reality in which clients operate. Naturally there isn’t a one-size fits all formula and the needs and objectives of each client are evaluated before a suggested transaction structure is presented to and discussed with the client.”

Nicolette Spiteri Bailey: “Many business operators have realized that in order to win client confidence they need to show that they have fulfilled rigorous licensing requirements and comply with such requirements on an ongoing basis. This is why, being licensed in a reputable jurisdiction has become a necessity in many industries. The Maltese regulator, as well as the service provider seeks to provide an efficient and cost effective service which help serious operators to get the necessary certification.”

Chris Naudi: “With a population of almost 450,000 in the future it will possibly become harder to find the right level of resources with

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financial services industry experience on the island. Various organisations have recognised this and a number of initiatives are being taken to attract younger students to the financial services industry.”

George Mangion: “There are a number of challenges that require attention, principally the quest for perfection and the need to improve quality of service in competition with other jurisdictions.”

What code of ethics do you adhere to and who regulates them?

Has the region been under pressure to adhere to international regulation?

Neville Cutajar: “We adhere to the code of ethics issued by IFAC (International Federation of Accountants) as directed in Malta by the Accountancy Board. We also have to follow a number of regulations and requirements, arising from our professional standards as well as from Money Laundering Regulations. Malta has been adopting international standards of conduct a long while ago and therefore we have taken this within our stride.

Chris Casapinta: “The industry is well regulated by the Malta Financial Services Authority which ensures that all the industry works within a robustly regulated framework. In addition there are numerous financial bodies regulating the various professions such as accountants, bankers, lawyers, etc…”

Louis de Gabriele: “Advocates practicing in Malta are regulated by the Code of Ethics for Advocates. This code defines the requirements of professional conduct for advocates and seeks to ensure that advocates do not act abusively or negligently or in a manner repugnant to the decorum, dignity or honour of their profession or in such manner as could seriously affect the trust conferred on them. The Chamber of Advocates is the professional body regulating the legal profession and its standards. There is currently debate within the profession about stricter regulation of the profession – to bring it line with the challenges that the profession is facing in modern day practice.”

What gives you an advantage over local and global competitors in your areas of expertise?

Neville Cutajar: “At 3a you will enjoy a regular personal contact from the same people. You will not feel like just a number and you will get answers to your questions fast. Our people are trained to look beyond the obvious and see things from different angles. Our client retention track record is testament to our approach to challenges. In business, whatever we do should be pointed at adding value to the shareholders, and this through financial gains in excess of the shareholders' cost of leaving their capital invested in the company rather than elsewhere, through increased reputation and brand value, and through keeping happy all stakeholders including employees, customers, suppliers and government.

Investment decisions should therefore be strongly backed by considerations made in this regard.”

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Doing Business in Malta

Chris Casapinta: “Alter Domus is present in twelve jurisdictions. We can service clients in various jurisdictions giving them the same level of service wherever they decide to use our services. Both locally and at an international level, we invested heavily in technology to ensure that we are as effective and efficient as possible. This has resulted in significant competitive advantages. Being an organization employing over 500 professionals allows us to offer specialist advice in various areas within the asset management industry.

The roots of Alter Domus go back to one of the big four firms. This means that our culture of high levels of quality and investment in human resource remain of utmost importance for us. This results in attracting top quality clients who want to be serviced with the highest level of quality.”

Anton Micallef: “As a prestigious law firm with a 50-year history, AVMT Advocates maintains a predominantly international client base comprised of investors using the island as a base for investments and business interests.

In regards to regulation, Malta follows the British or European Union model.

“AVMT assists clients not only with initial set-up, but also in regards to investing into Malta and adapting to the country’s unique economic requirements. AVMT has been and continues to be involved in almost every single major privatisation transaction in the country, either on the buyer or seller side.”

Dermot Butler: “The Company has expanded its network with offices in Chicago, Dublin, Guernsey, Luxembourg, Malta, Netherlands and Singapore. In 2008, Equity Trust, arguably the largest independent trust company in the world at that time, merged its fund services business into Custom House and acquired shares to give it a majority interest in Custom House. At that time, it was decided, for a number of reasons, to redomicile the original holding company into Malta. This Company was then established as both a parent company and as an acting administration company – at the time, Custom House administered more Maltese funds than any other administrator and that is probably still the case. Following that reorganisation, all of the other offices

referred to above became subsidiaries of the Maltese operation.

“Our main practice areas are the independent administration of alternative investment and hedge funds, funds of funds, real estate funds, private equity funds and managed accounts, with a high proportion of those clients receiving daily (T+1) valuations – not a common occurrence in the alternative investment industry.”

Nicolette Spiteri Bailey: “Flexibility and accessibility to the regulator is what makes the Maltese financial services sector more attractive than other European jurisdictions. At Aequitas we have excellent working relationship with the regulator.”

Chris Naudi: “EY Malta is one of 87 countries within a fully integrated EMEIA Firm reaching across the whole of Europe, including the CIS, India, the Middle East and Africa joining over 60,000 people, including more than 3,300 partners in one Firm. This integration allows us to mobilise our human and technical resources in a seamless and efficient way. Indeed over the last year there have been a number of projects where colleagues from outside Malta have formed an integral part of the client service team locally.”

Do you think that the fact that Malta is not classified as an “offshore tax haven” by the OECD makes it more attractive than other offshore financial centres?

Neville Cutajar: “Malta is an onshore jurisdiction with a well established regulatory framework and being an EU member, a country which has the advantage of intra community trade within the EU. Therefore whilst not being offshore and present on the CFC white list of most countries, it still provides holistic package

to anyone setting up business in Malta by providing a cost effective tax efficient EU jurisdiction.”

Chris Casapinta: “Definitely! The local legislators have been able to build an attractive tax regime but at the same time they were able to be OECD compliant. In today’s environment there is significant pressure for people to be on an onshore domicile. This makes Malta an option for an increasing number of individuals and corporations.”

Louis de Gabriele: “Malta benefitted from being placed immediately (following the 2009 G20 meeting) on the OECD’s ‘white list’ of countries and territories that had both embraced and substantially implemented the tax standards. Not being classified as an “offshore tax haven” by the OECD renders Malta a “safe jurisdiction” to invest in and increases its appeal with foreign investors wanting a tax-friendly jurisdiction in the EU. Furthermore the white list classification has enabled Malta to conclude a number of important double tax treaties. For example, as from the 1 January 2011 a new tax treaty between the US and Malta was enacted and came into place in what was considered to be a critical step in broadening Malta’s reach as a financial centre. The treaty aims to remove barriers to trade and investment while discouraging offshore tax evasion.”

George Mangion: “Certainly the efforts in 1994 to change the jurisdiction to an effective and efficient friendly location... it has paid good dividends.”

What impact has EU membership had on the financial services industry in Malta?

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Doing Business in Malta Louis de Gabriele: “Malta joined the EU in May of 2004 and subsequently became incorporated in the Eurozone four years later when the Euro became its official currency in January 2008. Since joining the EU the financial services market has increased rapidly and Malta’s financial services providers have made significant strides in establishing a presence within the European financial services landscape. A number of new cross-border opportunities opened up for fund service providers, trust services and e-gaming activities amongst others.”

Chris Naudi: “By joining the EU Malta has seen its financial services industry flourish, with regulated business on the increase despite the global financial crisis. Recent statistics published by the MFSA show the number of funds domiciled in Malta continuing to grow at a steady pace. As at June 2010, the total number of licensed Collective Investment Schemes (including sub-funds) increased by 11% and he number of PIFs registered increased by 15%, over December 2009 respectively.”

considering Malta as an attractive alternative.

The Maltese Government is committed to the financial services industry and is continuously investing in this industry to make it more attractive and dynamic. In addition, Malta is in a good position to take on the new opportunities that the introduction of UCITS IV and AIFMD will present.”

Louis de Gabriele: “Clearly we have no crystal ball to predict the future, particularly in an environment characterized by increased volatility. However, the indications are that Malta has been resilient during a time of huge global challenges, which is a sign of strength and we would expect that this resilience in a time of change and volatility to be an important factor that practioners and international operators will consider going forward in their considerations as to where to locate their business.”

George Mangion: “Malta has continued to transpose EYU legislation and directives making it more compatible with international business and of course gives it an unique advantage when business is re-domiciled .”

Nicolette Spiteri Bailey: “Malta has weathered the international financial crisis and succeeded to attract international business and foreign direct investment even at the most difficult times. As the crisis subsides and Malta’s reputation as an efficient, regulated and cost-effective jurisdiction consolidates, I believe that more investors will start to consider it as a jurisdiction of choice.”

What are your predictions for the future of Malta as a leading offshore destination?

Chris Casapinta: “All indicators show that Malta will continue to attract investors. Being with investment managers and investors on a regular basis clearly shows that the industry is

Chris Naudi: “The Maltese Government has gone on record targeting a 25% contribution to GDP from the financial services industry, compared to 12.5% today.

With the interest being shown in Malta from all corners of the globe, this vision should be achievable, with regulated

business growing at a faster rate than unregulated business.”

“Investment in Malta has become synonymous with fiscal efficiency. Indeed, while all Maltese companies are subject to tax at the rate of 35% on their worldwide income, in virtue of the full imputation system operated in respect of trading companies, non-resident shareholders thereof are entitled to a refund of 6/7ths of the Malta tax paid by the company upon the distribution of dividends, thereby resulting in an effective rate of tax of less than 5%. Crucially, and unlike several other offshore financial centres, said imputation system is approved by and compliant with all OECD and EU regulations and is complemented by Malta’s extensive network of double taxation treaties.

“Since Malta became a member state of the EU in 2004 and, even more so, since joining the eurozone in 2008, the Maltese Islands have boasted one of the most stable economies in the Union and have consistently conducted smooth and streamlined business operations.

“The much-professed competency and transparency which underpin the legislative and regulatory arms of Malta’s financial industry have been fully legitimated by the fact that the Maltese economy emerged from the recent global financial crisis almost unscathed and all economic projections indicate that the Maltese economy will continue to grow from strength to strength in the years to come.”

George Mangion: “Current Middle East unrest will upon stabilization lead to enhanced openings of investment in the near future.”

Joseph Cutajar 53 Mediterranean Building Abate Rigord Street Ta’ Xbiex XBX 1122 Malta “Top end major players in Europe and beyond have domiciled their businesses in Malta because they recognised the numerous advantages the island offers,” Mr Cutajar affirmed. “For those based in Europe we have a tax regime that gives Malta a competitive edge.

“For those outside the EU they can passport services through Malta into the EU while benefiting from much lower costs than in the rest of the EU in terms of operations, and HR.” The privately owned MIB Group is composed of three divisions. The flagship company, Mediterranean Insurance Brokers, offers insurance broking and consulting, with a major focus on industry. MIB Management Services acts as insurance managers, sets up captive companies, runs back office operations and offers risk management services.

MIB Agency offers personal insurance to individuals and SMEs, apart from motor, household, individual travel and pleasure craft insurance products.

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Tel: (+356) 234 33 234 Email: joseph_cutajar@mib.com.mt Web: www.mib.com.mt

In addition to fully adhering to Malta Financial Services Authority regulations, the code of ethics the MIB Group binds itself by is more onerous since it is the exclusive correspondent of the biggest broking network in the world and is regulated by international audits.

Mr Cutajar believes that, thanks to Malta’s geographical position as the southernmost tip of the EU, in close proximity to North Africa and the Arab world, it is ideally placed to act as a gateway bridging the market in the face of the big changes going on in this part of the world.

“Malta is a small, independent nation with our two greatest resources being our brain power and our climate, so we have no option but to invest in them both,” he said. “This has resulted in a high level of education and expertise in all segments, and good quality, proficient, qualified and hard-working people.”

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Private Wealth Management

Charles MacKinnon Thurleigh Investment Managers

charles.mackinnon@thurleigh.com www.thurleigh.com

Foxglove House, 166 Piccadilly, London W1J 9EF

Tel: 0207 016 3040

T

he global recession has caused many of the world’s biggest banks to restructure and change their focus in order to make the most of the current economy. The booming emerging markets have led to a huge rise in the number of high net worth individuals, many from owner occupied firms that have become global businesses. This has created substantial pockets of wealth and all over the world thus creating bright prospects for the wealth management industry.

Private Wealth

Management Charles MacKinnon elaborates: “A large proportion of our clients occupy senior positions in the Financial Services industry and we also look after a number of offshore trusts.

“Our investment philosophy is centred on asset allocation. We invest in a global and actively managed portfolio of equities, bonds and absolute return funds. Our investment process is structured and rigorous, and is based on extensive use of index funds.”

In many cases the banks are moving their best talent from investment banking into private banking and wealth management.

Private banking is no longer a discreet area of the industry; the increase in the number of affluent investors in recent years has placed an increasing demand for sophisticated financial solutions and expertise throughout the world and it now demands a high calibre staff with investment banking expertise.

Acquisition International speaks to Charles MacKinnon Chief Investment Officer at Thurleigh Investment Managers about Private Wealth Management.

How do you rate your firm against other private wealth managers? How do you work with your clients to develop the best investment strategy?

“We believe that we offer some of the most personal and pro-active client service in the industry today, and we are proud of the firm that we have built over the last 8 years. We spend a lot of time with a new client so we can draw up a clear understanding of their attitude to risk and their investment objectives. From these conversations we can determine the most appropriate investment strategy for the client and their individual circumstances. We have an active web presence.”

David Rosier and Charles MacKinnon founded the firm in 2003 with the aim of offering a clean approach to investment management. Thurleigh manages portfolios for both onshore and offshore private clients and charities. Today the firm has over £300 million under management and employ a team of 15 to look after their growing client base of 90 families and seven charities.

What are HNWIs currently prioritising in terms of their investments? Has this changed significantly since the onset of the downturn?

“Clients currently fall into one of two groups: those bound by complex tax structures and those investing from cash. The former group of clients are often deeply concerned with the income that the portfolios

generate, as the downturn in yields can restrict the amount of money that they can draw each year. The latter are concerned with making total returns over inflation after accounting for tax, fees and costs in a low return, high inflation world.”

Where are you focussing your investments at this time?

“Our primary focus is on preserving the real value of our clients’ capital over time. This is a particularly difficult task at present, as inflation (as measured by RPI) is over 5% with cash rates less than 1%. Equally, we think that government bonds, previously a source of stability within private client portfolios, are a source of risk in a world of potentially rising interest rates. Given this, we are focusing on low duration and credit in the fixed interest space, and we own large, well capitalised global companies which have the ability to raise their prices in the equity space. We have a significant allocation to commodities as we feel that these can protect a portfolio against global inflation.”

How do you think the private wealth management industry will develop over the course of the next few years?

Do you predict sustainable growth?

“The complexity of government savings regulations is driving more and more HNWIs to financial advisors, and we think that the “IFA” community will end up controlling more and more of their wealth. Our challenge as investment managers is to build sustainable relationships with these individuals, as well as their clients.”

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What’s in a name?

What’s in a name?

Many of the world’s most successful companies rely on their trademarks to make them visible in the marketplace. The best trademarks are instantly recognizable 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.

Companies 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 speaks to the experts...

John Reddington

Head of Trade Marks

Staple Court, 11 Staple Inn Buildings London WC1V 7QH, UK

Tel: +44 20 7242 7005 Email: john.reddington@williamspowell.com Web: www.williamspowell.com Williams Powell started in its present form in 1966, though its origins were many years earlier, and it has absorbed other practices of even longer standing. John Reddington is Head of Trade Marks at the firm.

Williams Powell specialises in filing, prosecution and enforcement of trade mark rights across most industrial sectors: for example from high-end fashion to the computer gaming industry. The firm is also experienced in representing parties in deals involving international IP assignments.

What is the process of developing and registering a trademark?

“First, we carry out a search to advise on whether the mark is free to use. We then advise on filing and prosecution strategies and argue your corner to obtain a registration.”

How is brand equity achieved and what methods do you use to determine its worth?

“Brand equity is ultimately market-determined. However, it can be maximised by means of a coherent branding and enforcement policy, on which we can advise.”

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What does a Trademark adviser bring to the deal table?

“An essential part of a deal is to conduct due diligence into the IP in question. For example, we recently acted on behalf of the purchaser of an international portfolio of trade marks in the fashion industry. We ensured that our client knew exactly what IP it was buying before it closed the deal.

As cross border deals increase and the world’s markets intermingle through online mediums, what are the major trademark pitfalls that a company must address when implementing their trademark across international boundaries?

“It is vital to have specialist advice on the ground in each jurisdiction in question, and we have an established network of trusted advisers. Each situation is unique, but we can advise on searches to ensure the trade mark is both free to use and appropriate for each jurisdiction.”

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What’s in a name?

Enrique A. Diaz Senior Partner

Paseo de la Reforma 265, Mexico City, D.F. 06500, México

Goodrich Riquelme y Asociados is a full-service law firm with over 75 years of experience. The firm’s IP area is its most important field of practice with the prosecution of over 3500 trademarks per year. Enrique A. Diaz, senior partner of Goodrich Riquelme y Asociados and head of the IP Department at the firm.

“Due to the size and scope of our IP area, we proudly represent several of the most renowned corporations in different industries (pharmaceutical, retail sales corporations, oil enterprises, cosmetics, fashion, entertainment, foods, etc.) We have not limited our service to a specific type of client or to a specialised area of Trademark Law, but instead we continuously adjust to meet each clients´ needs.

“The IP Department relies on the expertise of its lawyers, engineers, paralegals and administrative staff; a wide range of specialists committed to their fields of study.

But what allows for us to stand out from our local competitors is our excellent customer service and satisfaction, providing each client with the best strategy and most cost-effective solution for their IP matters in Mexico. Whatever the client needs we will be sure to provide.”

Tel: (+52 55) 5533-0040 through 55 Email: ediaz@goodrichriquelme.com Web: www.gra.com.mx What is the process of developing and registering a trademark?

“All trademark related matters are filed and decided before and by the Mexican Patent and Trademark Office (MPTO). If no objection is raised, a trademark registration may be granted in about 4 to 6 months.”

How does a company protect their brand from third party infringement?

“Mexico is a registration oriented country, so the only way to secure the right over the exclusive use of a trademark is through registration. Consequently, the only way to enforce and protect the IP rights is through infringement actions and/or criminal actions (in the case of counterfeited goods). However, in order to file either, the plaintiff must have a legal standing, which again translates into trademark registration.

What does a Trademark adviser bring to the deal table?

“Besides relying on the law we always try to be practical and provide the client with different scenarios to correct or prevent them. The IP should be protected from a legal standpoint but we also try to provide marketing strategies to guarantee that our clients’ business models are the best ones for a particular project.”

“Mexico is a registration oriented country, so the only way to secure the right over the exclusive use of a trademark is through registration. Consequently, the only way to enforce and protect the IP rights is through infringement actions and/or criminal actions (in the case of counterfeited goods). However, in order to file either, the plaintiff must have a legal standing, which again translates into trademark registration.”

Allan S. Pilson Partner

1040 Avenue of the Americas, New York, NY 10018-3738

Allan S. Pilson is a Partner in Ladas & Parry LLP and practices in its New York Office Trademark Department.

Mr. Pilson counsels clients in all aspects of trademark law, including clearance, prosecution, registration, maintenance, transactions, enforcement, and disputes regarding trademarks, domestically and internationally.

“Our clients range from individual entrepreneurs and inventors with isolated matters to multi-national Fortune 500 companies with vast intellectual property portfolios comprising more than 20,000 trademarks among other IP assets. While no Ladas & Parry client is typical, and every client is treated with the same level of care and attention, we often represent entities before, during, and after the process of acquiring a target company in the same or another jurisdiction as they plan for and execute consolidation and revaluation of their trademark portfolios.”

As cross border deals increase and the world’s markets intermingle through online mediums, what are the major trademark pitfalls that a company must address when implementing their trademark across international boundaries?

Tel: 1 212 708 1820 Email: apilson@ladas.com Web: www.ladas.com

mark in relevant countries, particularly in view of the differences in jurisdictions with a civil law tradition where trademark rights are obtained through registration alone and common law jurisdictions where trademark rights may be obtained by commercial use of the mark, even in the absence of registration. In the U.S., for example, applicants who manufacture in China or who may eventually want to offer goods or services under their marks in China often defer filing applications in that country. However, this risks being beaten to the Registry by a Chinese company that has been monitoring U.S. trademark filings for opportunity. Another major pitfall is when companies register domain names before they apply to register their trademarks, not realizing that the domain name registration does not confer trademark rights. Failure to register the mark as a domain name under the generic and country code top level domains or as a username on social media websites can lead to additional costs and hurdles when the business later wishes to expand its internet efforts. Misuse of the mark by the company’s marketing department or web designers or failure to control use of the mark by licensees or distributors on their websites can also result in complex issues.”

“One major pitfall is the failure to clear a mark and timely file applications for the

“Our clients range from individual entrepreneurs and inventors with isolated matters to multinational Fortune 500 companies with vast intellectual property portfolios comprising more than 20,000 trademarks among other IP assets. While no Ladas & Parry client is typical, and every client is treated with the same level of care and attention, we often represent entities before, during, and after the process of acquiring a target company in the same or another jurisdiction as they plan for and execute consolidation and revaluation of their trademark portfolios.”

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International Business Crime Defence

International Business Crime Defence

Cesare G. Bulgheroni Studio Legale Sutti T: +39 0276204.1 E: cesare.bulgheroni@sutti.com www.sutti.com Via Montenapoleone, 8 – I 20121 MILAN

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. Acquisition International speaks to the experts…

C

esare G. Bulgheroni is partner of SLS, an international law firm located headquartered in Milano. He is also the head of its white collar crimes practice in Italy.

Studio Legale Sutti was the first large, fullservice business law firm in the Italian jurisdiction to establish a crime defence and prosecution practice, contrary to most of its competitors who still refer such works to external counsel. This has allowed SIS in time to establish a high visibility and prominence with regard to the provision of criminal law assistance to corporate clients, namelyin the field of IP, commercial fraud, bankruptcy, cybercrime, financial crimes, environmental disasters, safety infringement and death in the workplace.

“I specialise in strategy and advocacy in criminal cases and appeal, where I am allowed in the Italian jurisdiction to represent not only the defendants, but also the victims, tipically corporate clients interested in seeing the defendants' liability affirmed for civil purposes, and/or to obtain provisional remedies or damages already in the framework of the criminal proceedings concerned. Additionally, my services are also offered to corporations which can also be implicated in criminal proceedings as civilly liable for the crime or directly indicted for its perpetration by their officers and employees.”

Can you please describe a typical client? And what are the major threats affecting them at this time?

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“We are routinely instructed by mediumto-large Italian companies, in their own interest of that of their directors and managers; and especially by foreign country, usually through their domestic solicitors or attorneys or legal directors.

The major threats whenever they are the subject of criminal investigations are nowadays those pertaining to the everincreasing legal requirements they have to comply with in the course of their business.”

What simple steps can all businesses take to begin the process of protecting themselves?

“Implementation and periodic auditing of internal compliance programmes are today paramount. A structured approach to internal investigations, for both defence and prosecution purposes is also important.

Clients who are advised by us in those respect also profit from very special conditions whenever something goes nevertheless wrong.

How severe is the problem of business crime in your jurisdiction?

“Business behaviours of criminal relevance are in Italy widespread, not in the least since the number of possible crimes is constantly increasing. Since the era of the notorious Clean Hands campaign in the nineties, Italian prosecutors have dramatically increased the attention and resources devoted to the investigation and prosecution of white collar crimes, as opposed to passion crimes or organised crime.”

How strict are the penalties in your jurisdiction for the companies who are found guilty?

“Companies, besides being exposed to civil liability for the crimes perpetrated by their officers and employes, may be subject to fines, to the removal of the existing directors and the appointment of judicial administrators, and even to court-mandated liquidation.”

With cross border deals on the increase, how important is knowledge of international laws?

“The typical example of the importance of a more international mindset with regard to criminal law related risks is that of an entity controlling an Italian company which may find itself unprepared as to scenario where it is involved in an Italian criminal prosecution owing to the deeds of that Italian subsidiary or of its agents. Of course, this can quickly become a penal, civil and PR nightmare, and it is best for it to be in a position to rely on the advice of competent counsel who be independent also from the interest of its local management.”

What makes you the right business crime defence lawyer?

“Substantial experience obtained in the trench of high-profile cases, strategic perspective beyond the aspect of strictly criminal relevance, media awareness and training, ability of my team to overcome cultural differences and deal with final clients in their own language.”

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International Business Crime Defence

eumans LLP was founded in 2005 by Nabeel Sheikh and started life at its original offices located at 10 Old Bailey. Since then the firm has grown organically from a relatively small firm dealing mostly with crime and fraud – as well as family law and litigation – to a larger practice with a rapidly-expanding range of professional expertise in corporate and commercial law; employment and public law; and high-value commercial litigation.

Acquisition International speaks to Mr Nabeel Sheikh, senior partner and founder about Business Crime Defence in the United Kingdom.

changing raft of regulation and legislation that applies across different industry sectors.

“During the last 15 years, I have advised individuals and corporate entities on various aspects of business protocol and practice involving both regulatory and criminal issues.

“This is commonly due to a lack of understanding, not to mention the perceived costs burden in employing appropriate safeguards.

“Business Crime Defence encompasses a wide and varied area of practice. As one of the leading Business Crime Defence firms in the UK, Neumans LLP has acted in the whole gamut of Business Crime Defence, in some of the most high profile, sensitive matters in the world. We have secured successful outcomes for many clients when the odds have been against us.

“The reality is that the proper investment in systems is crucial, not just for the sake of a business’s long-term survival, but to avoid the criminal and regulatory sanctions that can be initiated when things go wrong. Such action can be legally complex despite a lack of dishonest intention. For example, the failure to train staff in anti-money laundering procedures is an offence. Training is one thing; ensuring that there is proper evidence to show that training has taken place is another. It shows the importance of proper record keeping and administration. For example, in the event of an employee intent on committing fraud, it is critical to have protection and evidence that things have been done properly.

“We are able to provide effective advice based not just on the law, but our intimate knowledge of investigative techniques deployed by various authorities. We are firm believers in alternative dispute resolution and try, at the very outset, to pre-empt issues that are likely to arise during the course of an investigation and/or to try to seek to close proceedings down, if appropriate, with cutting edge legal arguments and forceful litigation.

“We offer a highly personalised service; we take our time to learn about our clients and their business so our approach is always tailor made to meet specific needs.

“We operate across all time zones and access to our Lawyers is guaranteed 24 hours a day, 7 days a week. This is critical as our clients are based not only in the UK but generally in the Middle East, Far East, US, Russia, Israel, India and Africa.”

What simple steps can businesses take to begin the process of protecting themselves?

“Many individuals and businesses pay lip service to regulation and to the implementation of the proper controls necessary for compliance with the ever-

laws in isolation, whilst very important, is only one aspect when considering a cross border transaction. Numerous commercial issues such as foreign exchange rates etc must also be considered.

“It is right to say that much of our work emanates from cross border deals that have gone wrong and, from our experience, it is more important to have a close network of leading specialists in the different jurisdictions in which we operate; this allows our client to receive the best advice possible through a well coordinated team based approach.

“Compliance departments and those tasked with safeguarding the interests of businesses from a regulatory/legal perspective need to understand fully the threats that an organisation may face in terms of regulatory and criminal sanctions, before systems can be designed to counter such threats.”

“There is a marked difference in our approach and the approach taken by some international law firms - some international law firms will only rely on their international offices to advise on local laws; often the international office is not considered top-tier in its contingent and are often populated by Lawyers trained and experienced in other jurisdictions. As a result the quality of advice in international laws varies considerably and often leads to legal complications with litigation to follow; for example, we have seen international disputes as a direct consequence of a failure to take into account the Uniform Customs and Practices for Documentary Credits (a standard protocol on the issuance of letters of credit) against the operation of local laws.

With cross border deals on the increase, how important is knowledge of International laws?

“A thorough knowledge of International

“Since 2002, at the age of 31, I have been accredited and listed, in annual succession, as a leading expert in the Legal Experts Directory under White Collar Crime.”

Nabeel Sheikh Neumans LLP T: +44 (0) 207 429 3900 E: nabeel.sheikh@neumansllp.com www.neumansllp.com 10-12 Little Trinity Lane, London, EC4V 2AR

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International Business Crime Defence

S

jöcrona Van Stigt is the largest law firm in the Netherlands solely dedicated to advice and litigation in criminal cases.

With its clear, pragmatic approach to problem solving, the firm has gained and excllent reputation, both nationally and internationally. Acquisition International speaks to Enide Perez, partner and Max Vermeij, associate criminal defence lawyers about business crime defence in the Netherlands.

Sjöcrona • van Stigt was founded in 1992, when Arthur van Stigt and his criminal defence section (up to that moment working at the largest law firm in Rotterdam) and Jan Sjöcrona from The Hague, started a new firm, together with a small, already existing criminal defence boutique. For all persons involved, this step was inspired by the wish to work together as criminal law specialists on the highest level, and to serve clients throughout the Netherlands and abroad, in any criminal law area.

“We specialise in cases involving tax offences, fraud and economic offences, such as violations of environmental law and health and safety regulations (industrial accidents).

We also advise on possible liability under criminal law of companies and its executives and on how to prevent such liability as well as on internal investigations and the reports thereof. Max also specialises in proceeds of crime cases. “ We have authored multiple publications on money-laundering legislation, and recently published on the possible consequences of the UK Bribery Act for Dutch legal entities and – in English – on Dutch bribery legislation. “ How severe is the problem of business crime in the Netherlands?

“Obviously, business crime is not a new social phenomenon, and there are no indications that lately there has been a “business crime wave”. It is the extent to which policy makers and prosecutors focus their attention on business crime which can be seen to vary over time. In the past decade, we have witnessed politicians and prosecutors paying ever more attention to business crime. To accompany this trend, sentences for white collar suspects have risen dramatically in recent years. Also, the arsenal of coercive measures at the disposal of the Prosecution Service has been enlarged, and the actual use of existing coercive measures

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has increased (for instance, the Netherlands is world leader in police phone taps). Defence rights have been eroded, or at least cannot be said to have expanded at the same rate as prosecutorial powers have (for instance, suspects do not even have the right to have their lawyer present during interrogation). “ With cross border deals on the increase, how important is knowledge of international laws?

“For us it is always important to have up to date knowledge of all developments in criminal legislation. That includes foreign legislation that can affect Dutch (legal) persons. Of course, a recent example is the UK Bribery Act, that comes into force 1 July 2011, now that the Act can affect Dutch companies when they carry on (part of) their business in the UK. If that is the case, Dutch companies, as any other company, can be held criminally liable for not preventing corruption being performed by a person that is “associated” with the company. Together, we published about these and other consequences for Dutch companies.”

What makes you the right business crime defence lawyer ?

“When clients retain the services of our firm, they know for sure that we will endeavour to avoid media exposure, thereby protecting their company’s most important asset: its reputation. As the saying goes, one’s reputation comes on foot but departs on horseback. Winning a criminal case in court, but seeing the company in question, in the process, being “virtually” destroyed on the internet, will not do our clients any good.

Although our lawyers are keen to litigate and defend our clients in court, we will always choose (if expedient and possible) the less “glamorous” approach of trying to arrange an out-of-court settlement or a dismissal.”

Can you provide any examples of recent cases within which you have had significant involvement?

“Since 2006, we have been working, together with two other colleagues in our firm, on a fiscal fraud case that recently went to trial, involving many court days. It was an interesting case, not only because of the fiscal criminal topics, but also because this criminal case had a link with ongoing Dutch and European legal proceedings on private copying levies. In order to best defend our client’s case, we cooperated with a specialist in that field. Our five years of work paid off and the prosecutor’s demands were not followed by the court.”

Enide Z. Perez

Max J.N. Vermeij 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

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Class Actions: Righting Collective Wrongs

Class Actions:

Rightingl Collectivel Wrongsl

Michael D. Hausfeld

mhausfeld@hausfeldllp.com www.hausfeldllp.com

1700 K Street, NW, Suite 650, Washington, DC 20006

Telephone: 202.540.7200

Class actions are still predominantly a U.S. phenomenon; however they are gaining popularity in a number of international jurisdictions as changes have been made to allow consumer organisations to bring claims on behalf of large groups of consumers. Attitudes towards class actions vary dramatically; whether you’re of the opinion that class actions are driven by greed, or whether you think they provide the only option for justice, the key thing to remember is that when done correctly, class actions can be very beneficial to the claimants and society as a whole.

Acquisition International speaks to Michael D. Hausfeld Chairman at Hausfield LLP about righting collective wrongs.

SINCE ITS COMMENCEMENT in 2008, Hausfeld LLP has opened offices in London, Philadelphia, Washington, D.C., and San Francisco.

With 24 attorneys throughout the U.S. and London, Hausfeld LLP provides expertise in several practice areas of law including human rights, consumer and environmental law, mass torts, financial services, and antitrust. In Hausfeld LLP’s two and a half years of existence, the firm has definitively established itself as a leader in the Plaintiffs’ bar -particularly in the antitrust and class action context. No other U.S. law firm can tout as many current leadership positions in antitrust class actions as Hausfeld LLP. Federal courts have chosen the firm to be lead or co-lead counsel in over thirty (30) cases since its inception in November 2008. Hausfeld LLP has begun to see the fruits of those positions, garnering settlements and verdicts of approximately $300 million during the 12 month period of August 2009-August 2010. These results are even more impressive when one realizes that eight out of the firm’s 15 partners are under age 40.

What gives you an advantage over local and global competitors in your areas of expertise?

“Hausfeld LLP has done it longer and more successfully than anyone else in the field. We’ve written extensively on all major issues involved in effective private enforcement not only in the U.S. but also in Europe as well. We have interfaced with more public agencies globally and are now co-chair of the American Bar Association’s Section on Private Enforcement.”

How do you keep up with changes in Class Action and advances in the field to ensure your clients get the most accurate information? How is this information passed on to your clients?

“We start with four decades of background and experience. We supplement that with daily monitoring of decisions of public agencies and courts both inside and outside U.S. We are frequently requested to

be speakers at forums seminars and master classes to present throughout the world and have lectured extensively throughout Europe and Asia and are now participating in conferences in South America.”

Do you have a specific procedure for handling a series or group of related claims?

“When an investigation has begun on a new matter a new claim is initiated in a formal proceeding. A team of counsel and staff is created to manage the matter. All aspects of retention are considered and covered such issues range from client relations, information gathering, corroboration of market evidence, economic evaluation, non litigated resolutions and litigation strategy and responses.”

Are there a minimum number of claims that can be managed under the procedure? And how similar must the claims be?

“No, it must be established however that claims of the parties seeking some form of collective redress are sufficiently similar in nature, arising out of the same course of misconduct and are not antagonistic within the similar group of claimants.”

Who can bring the class/group proceedings? And what remedies are available?

“Any appropriate private party having standing to claim redress for an antitrust or other injury. Such parties would include individuals where appropriate, business of any size separately or in groups. For violations of the U.S. antitrust laws, the remedy is three times the amount of damages sustained by injured parties. Those damages calculated do not account for present value of the loss caused. Trebling therefore, may account for that loss of value over time which if recoverable, as a present value, would equal or exceed the trebled amount. Despite the presence of the right to recover treble damages under U.S. antitrust laws there are not many instances of such actual recoveries in legal precedent.”

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The Power of Advertising in the The Power of Advertising in the Pharmaceutical Industry

Pharmaceutical Industry PHARMACEUTICAL ADVERTISING IS a legal minefield for companies that make prescription products and the response and approach to regulating it by international governments varies dramatically.

The internet has opened up a myriad of censorship issues as more

and more individuals are doing their own research about the types of treatment available. This has led to debates throughout the world about the way that the current regime can be relaxed without compromising the safety of both the consumer and the manufacturer. Acquisition International speaks to the experts.

Kornelia Nagy-Koppany, LL.M. Founder

Vigadó utca 2, MAHART Ház 6th floor, H-1051 Budapest, Hungary

Tel: +36 1 302 9050 Email: knplaw@knplaw.com Web: www.knplaw.com KNP LAW is an independent Hungarian law firm serving international and domestic clients. The firm was founded by Dr. Kornelia Nagy-Koppany in 2006. Prior to establishing KNP LAW, Dr. Nagy-Koppany practiced law for several years in the United States at leading global law firms.

KNP LAW is a mid-sized, gradually growing, positively aggressive firm, able to deliver the highest quality services with an incredibly short turnover time. The wide international network of the firm guarantees high quality client service in multiple jurisdictions all over the world. KNP LAW maintains an up-to-date knowledge of the constantly changing developments of international and domestic life sciences industry and legal trends. The firm has built an extensive network of leading life sciences professionals in both the private and public sectors. KNP LAW promotes life sciences industry efforts by supporting government relations activities of trade associations. The firm maintains exemplary professional relationship founded on mutual respect with decision-makers.

How do you keep up with changes in advertising law and advances in the field to ensure your clients get the most accurate information? How is this information passed on to your clients?

“We follow changes of laws and regulations from the first draft until publication in the

Hungarian Official Journal. We constantly monitor government health action plans, press releases, communications and news items. We regularly publish life sciences newsletters.”

How is Internet advertising regulated? What rules apply? How successfully has this been controlled?

“Internet advertising of medicines is not regulated separately. The specific rules of pharmaceutical advertising and the general rules of internet advertising apply simultaneously. Enforcement is somewhat difficult because authorities often cannot locate the advertiser. “ Has your national code been amended in order to implement the current version of the EFPIA Code of October 2007?

“The Hungarian national code, the Code of Ethics for Pharmaceutical Communication as in force since July 3, 2008, is in compliance with the minimum requirements of the EFPIA Code of October 2007.”

Which products are in the scope of pharmaceutical advertising?

“Besides medicines, certain rules of pharmaceutical advertising also apply to medical appliances and dietary food.”

Rosanna Cooper Founder

Telfords yard, 6/8 The Highway, London E1W 2BS

Tel: +44 (0) 207 488 9947 Email: enquiries@rtcooperssolicitors.com Web: www.rtcoopers.com Dr Rosanna Cooper is Global Head of RT Coopers. She is in charge of pharmaceutical and the regulatory department acting on behalf of pharmaceutical and biotech companies.

Under the expertise of Dr Rosanna Cooper, the firm has been advising and assisting pharmaceutical, biopharmaceutical and biotech companies since early 2002, with obtaining marketing authorisations, informed consents, advising on virtual trading in pharmaceutical products, advertising on the Internet and more recently advertising and data protection issues.

The firm receives daily alerts on changes in the law and those are reviewed on a daily basis.

The firm publishes regular legal updates and alerts for clients as well as a newsletter.

When advertising on the Internet, a pharmaceutical company can only place factual information on its website regarding non-prescription medicines. Advertising medicines which have not been granted a marketing authorisation or advertising prescription only

Twenty Eight

medicines (POMs) to the public is banned. The advertisements cannot exaggerate the properties of such non-prescription medicines and cannot be misleading. No benefits can be included on websites about POMs especially the risk of such medicines as they are regarded as promotional claims. The promotion of POMs to the public on the Internet is prohibited.

The two main legislation governing advertising of medicines are The Medicines (Advertising) Regulations 1994 (SI 1994/1932); the Medicines (Monitoring of Advertising) Regulations 1994 (SI 1994/1933), both as amended (“Advertising Regulations”) prohibit advertising of POMs to the public. The Advertising Regulations prohibit advertisements directed exclusively or principally at children (under-16s). In the UK, the advertising of POMs is governed by the Association of the British Pharmaceutical Industry (ABPI) Code of Practice (“Code”), which is regulated by the Prescription Medicines Code of Practice Authority (“PMCPA”). Consumers must not be misled with regard to the benefits of the medicine in comparison to other similar products.

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The Corporate Litigator

The

Corporate Litigator 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 Corporate Litigators…

Zamfirescu Racoti Predoiu – Law Partnership

Alkisti Petrou, Secretary – Litigation Department

Tel.: (00 40 21) 311 05 17 (18) Mobile: (00 40) 753 066 166 Fax: (00 40 21) 311 05 19

Tel: +357.25.800.000 Direct:+357.25.800.255 Fax:+357.25.342.500

12 Plantelor Street, District 2, Bucharest RO-023974, Romania

Email: laura.timofei@zrp.ro www.zrp.ro

13 Karaiskakis Street, CY3032 Limassol, Cyprus P.O.Box: 50132, 3601 Limassol, Cyprus

Email:Alkisti.Petrou@demetriades.com www.demetriades.com

Twenty Nine

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The Corporate Litigator Stefano Sutti

Managing Partner

Via Montenapoleone, 8 20121 Milan, Italy Email: stafano.sutti@sutti.com Web: www.sutti.com Sutti Law Firm was founded in 1953 by Dr. Angelo Sutti, Knight of the Italian Republic, as an Italian law firm with a strong focus on company commercial law and intellectual property & competition law SIS offering services to local businesses and entrepreneurs.

Stefano Sutti is managing partner at Studio Legale Sutti.

What are the most common types of dispute leading to litigation?

“All those where commencing litigation may offer a much higher reward to the litigant either by judgment or by settlement once the respective bargaining power of the parties has been substantially altered by discovery or by the award of provisional remedies.”

“My specialisations are international litigation strategy, which I have been teaching at the University of Padua, and advocacy. I have pleaded in civil courts in three different EU countries, in arbitrations, before administrative and tax courts, in criminal proceedings as counsel either for the private prosecution of crimes (usually on behalf of corporate victims) or for the defence. The merits of the disputes I usually deal with has mostly to do with post-closing litigation in corporate deals or with commercial and construction disputes.

Win or lose, how do you ensure the satisfaction of your clients?

“By offering them a very aggressive and punctilious representation, as well as by keeping them constantly updated on developments taking place and options on the table - as long as the work required and the chances for success can be assessed in advance possibly under a flat-fee or contingency-fee agreement.”

“I am mostly instructed by foreign solicitors, lawyers or in-house legal directors to represent their clients or employers in Italy-related disputes.

How have advances in technology changed the way you work?

“Having real-time access to precedents, statutes and documents on hand-held devices and during court time has been a big change for those who are quick enough on their feet to profit from it on the fly.”

C. A. Candide-Johnson Senior Partner

5th Floor, Akuro House, 24 Campbell Street, Lagos, Nigeria

Tel: (+234 1) 8720107, 7615864, 2700722 Email: info@strachanpartners.com Web: www. Strachanpartners.com The firm was established in 1991 and is now recognised as one of the foremost commercial litigation practices in Nigeria, which is active in all aspects of civil litigation whether corporate, commercial or personal in nature. C. A. Candide-Johnson S.A.N., FCI Arb is the Senior Partner of Strachan Partners, Solicitors & Advocates.

“We enjoy a high reputation for our professionalism in presentation of complex commercial disputes particularly in telecommunications, energy, maritime, aviation, intellectual property, and land matters. We have been involved in major and high profile commercial and public policy litigation across the courts of Nigeria.”

“Our clients include individuals, charitable organizations both local and international companies, the Lagos State Government, the Federal Government of Nigeria, National and multinational companies, in sectors as diverse as insurance, petroleum and telecommunications.”

Win or lose, how do you ensure the satisfaction of your clients?

“We recognize that clients are the firm's most important resource. In a highly

competitive market, protecting the business of our clients is the only useful measure of our service delivery. The challenge is met by close personal contacts and relentless dedication to these clients and their work. We found our business on integrity, diligence and the pursuit of excellence because no other foundation is sustainable.

“We also encourage clients to explore out of court settlement as we strongly believe that all cases are better settled than litigated upon.”

How have advances in technology changed the way you work?

“In our jurisdiction we are yet to adopt E-courtrooms however advances in technology have considerable effect on the way we work such as ability to conference, access models, sources of law and precedents and cases over the internet as well as ability to communicate speedily.

“There has been proposal for filing court papers electronically in the higher courts of record in Nigeria however this is yet to start off. The electronic recording system and the use of stenographers for recording court proceedings have helped speed up trials.

Overall technology advancement has increased our efficiency.”

Shardul J. Thacker

Senior Litigation Partner

Mulla House, 51, Mahatma Gandhi Road, Flora Fountain. India.

Tel: (+91 22) 2262 3191 Email: Shardul.Thacker@mullaandmulla.com Web: www.mullaandmulla.com Shardul J. Thacker is a senior litigation partner at Mulla & Mulla & Craigie Blunt & Caroe with almost 40 years of experience in litigation in India.

“Generally our firm acts for companies, both Indian as well as overseas clients. The practice areas in which I specialize involves representing insurance and reinsurance companies, ship owners, multinational as well as leading financial institutions and banks and manufacturers and service providers in various industrial and infrastructure sectors.

“Post 2008 we certainly noticed clients being more mindful of legal budgets and often strategies in a matter required to be tailored accordingly. Clients displayed a higher inclination to settle disputes than they otherwise might have. However, in general our firm did not as such experience a significant difference in the volume of work but rather a change in the nature of services demanded.

How has the growth of ADR affected demand for litigators in India?

“In the Indian legal environment it is common for litigators to be involved in arbitrations. The growth of ADR has therefore to an extent tilted the balance in the

Thirty

composition of the number of arbitrations they may be involved in as compared to litigations. However, since the volume of litigation in India is so high, the growth of ADR does not appear to have affected the demand for litigators.”

Win or lose, how do you ensure the satisfaction of your clients?

“Client satisfaction is ensured by timely keeping clients informed of the position.

Honestly in opinion rendered at the inception of the matter has assisted in working together with clients in devising a litigation strategy from the start. Communication is key, and our immense experience in Indian litigation has assisted in translating ground realities to clients so both clients and we are well prepared for next steps.”

How have advances in technology changed the way you work?

“While advances such as E-Courtrooms have not as yet been introduced in India, other technological changes (which have perhaps been present in other jurisdictions for years) have been introduced. Courts now have a website where the cause list of matters appear. The websites also display order passed, which greatly assists the progress of the matter. Additionally, electronic research tools, while still in a relatively nascent stage in India, are fast developing.”

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The Corporate Litigator Louis Berger Partner

Apollolaan 151, 1077 AR Amsterdam.

Postbus 75546, 1070 AM Amsterdam

Tel: +31 (0) 20 - 3051600 Email: info@spigthoff.com Web: www.spigthoff.com With its focus on corporate and commercial litigation Spigthoff has felt the countercyclical consequences of the economic crisis. Where as a result of the crises partnerships came under pressure, alliances were broken and smouldering disputes came to the surface, the demand for litigations experts increased. Furthermore, both financial institutions as corporations found their way to Spigthoff in insolvency matters. Acquisition International speaks to Louis Berger, partner about corporate liitgation.

shareholder disputes and shareholder activism, take-over fights, corporate governance issues, officers’ liability and private equity disputes. Spigthoff advises and litigates also in relation to securities laws, stock exchange regulations and securities class actions.

We represent financial institutions and large commercial institutions, such as major telecom concerns, oil companies. The clients of Spigthoff consist of all professional parties involved with the company: shareholders (private, professional, hedge funds, private equity, other institutional investors), management, supervisory boards.

As a boutique litigation firm Spigthoff offers its clients high quality, flexibility and strong client commitment. The lawyers of Spigthoff lay stress on innovative, yet always practical solutions. We understand the importance of avoiding litigation and the importance of a well thought-out assessment of the position of the client before the decision is being made to engage litigation. Spigthoff's attorneys deal with complex problems every day. If possible amicably, but, where necessary through litigation, the threat of litigation and other assertive measures.

Arbitration Members of the firm are experienced in both national and international arbitrations in all sorts of contractual relationships: from oil industry to SPA’s, from participation agreements to insurance, from Bilateral Investment Treaties to commercial contracts.

Spigthoff assists US, UK and French law firms in international multibillion arbitrations.

Corporate Litigation Spigthoff’s lawyers are specialized in resolving disputes relating to companies:

Insolvency The firm has ample experience in restructuring distressed corporations, both as advisers to the company and as advisers to the bank or other creditors.

“As a boutique litigation firm Spigthoff offers its clients high quality, flexibility and strong client commitment. The lawyers of Spigthoff lay stress on innovative, yet always practical solutions.

We understand the importance of avoiding litigation and the importance of a well thought-out assessment of the position of the client before the decision is being made to engage litigation.

Spigthoff's attorneys deal with complex problems every day. If possible amicably, but, where necessary through litigation, the threat of litigation and other assertive measures.”

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 Resolution-team 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 wellrespected 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 postM&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 ECourtrooms.

“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 crossborder arbitration with multi-lingual parties located in distant places things can be different.”

On a lighter note, from gathering evidence to appearing in the courtroom, what is your favourite stage of the litigation process?

“The best is what is best for the client; litigation is no legal self-fulfilment. So, the best is being involved as early as possible to prevent any escalation, to learn if and where the risks are and to define the right strategy which once being set up remains unchanged. One of the most interesting aspects of litigation work is that you need to have a deep understanding not only of the legal situation but also the technical and economical aspects of the clients’ business to be able to properly explain and present the legal and factual issues to the court.

This gives you an opportunity to continuously learn new things. On the other hand, court room work is challenging because you need to be able to react profoundly on the spot.”

Thirty One

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Deal Diary

Larger deals are winning favour amongst private equity backed businesses according to an analysis of buy & build activity across Europe during the first quarter of 2011. The study, to be published on, 13 June 2011, by Silverfleet Capital the European private equity house in conjunction with mergermarket, shows that the average deal value of addons has almost trebled on the same period in 2010, with a percentage increase of 292 per cent.

Commenting Neil MacDougall, managing partner of Silverfleet Capital said: "The nascent recovery in deal value shows that buoyance is returning to the buy & build market. After a 2 year hiatus portfolio companies finally feel confident enough to take acquisition risk and dig deep in their pockets to fund bigger deals.”

A detailed analysis of the announced values of build deals shows a significant across the board increase in Q1 2011 (an average of £120 million for 15 transactions) compared to Q1 2010 (an average of £41 million for 18 transactions). If this is sustained during the rest of the year it will show that the market has recovered markedly from the low point of 2009.

MacDougall continues: “Buy and build can fuel growth and build businesses of scale, a strategy that has been successful for Silverfleet Capital demonstrated in the recent sale of European Dental Partners, a business we built with 6 acquisitions and culminating in a sale to a strategic trade purchaser looking to increase market share internationally.”

Although there has been a noticeable resurgence of the average deal values of announced transactions, the number of bolt-on or build transactions completed in Q1 2011 is broadly on line with the same quarter last year with 76 completed in comparison to 70 in Q1 2010. However, this may rise further as typically there are later upward revisions to the figures for the most recent quarters - Q4 2010 volume is now 11 builds higher than in the last report for this reason.

The graph below of add-on activity levels by quarter compared to the volume of European mid-market M&A shows the continued close correlation between these statistics.

Approximately 30-45 per cent of add-on or build transactions have a disclosed price. Silverfleet Capital has gone back over the last ten years and analysed how the average of these prices has moved over time and this is shown in the graph below. The significant rise of the average value of announced deals during previous cyclical high points is very clear. The surprising discovery is the extent to which this has occurred in Q1 2011.

Thirty Two

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Deal Diary

DEAL INDEX Akademikliniken 38 B2net 46 Banco Popolare/Vision Capital 38 Betsafe 38 BOND 39 CaseTech Group 39 CentrO Oberhausen 39 Commarco 40 Desotec 35 Envoy Services 40 Erk Armored Guvenlik Hizmetleri 40 Eroski/Rockspring Property Investment Managers 41 Grupo Coin 37 Gateau 41 Groupe De Boeck 36 Hoist 41

Hytech International Center for Contracting Co Infinitec Activos Manchester Organics Prosiebensat.1 Phadia Protectimmun Proxima Intressenter RBG Silicon Hive TMW Pramerica Property Investment/Swisscanto UkrFinance Group Virial Wrekin Grain

42 42 42 43 43 43 44 44 44 45 45 45 46 46

Thirty Three

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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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AAC Capital Partners and Management acquire Desotec

A

AC Capital Partners, a leading Northern European mid-market buy-out firm, has acquired a majority stake in Desotec NV and Desotec International bvba (“Desotec”) from the company’s founders. Desotec’s management team, led by CEO Joost Desmet, will invest alongside AAC Capital Partners, whilst the company’s founders retain a significant minority interest. Investment in Desotec represents AAC Capital Partner’s first platform acquisition in Belgium.

“

Deal Diary

ING had a historic relationship with Desotec and has already worked with AAC Capital Partners in the context of several of their acquisitions in The Netherlands. As such we were happy to be able to help, as a financing bank, in realising this transaction, which was the first platform acquisition by AAC Capital Partners in Belgium.

”

From ING’s side, the deal team consisted of Arnaud De Locht (director) and

Wouter Martens (director) of the Acquisition and Leveraged Finance team of ING Belgium, and was led by Philip Wietendaele, managing director and head of the

team.

ING Corporate Finance obtained this mandate as a result of its strong Benelux

M&A track record, extensive sector knowledge, and thanks to its integrated

approach. ING Corporate Finance ran a successful auction process, targeting the

international financial sponsor community, within a very tight timeline.

ING Corporate Finance acted as an exclusive advisor to the

shareholders of Desotec in their search for a financial investor

to support the Company’s European growth ambitions. Ivan

Vander Stichele, ING Corporate Finance Brussels, Managing

Director led the team.

Patrick Neyrinck, Senior Manager Leveraged Finance led the KBC Bank NV team, reinforcing a long term relationship with this client as lender and core bank.

Eubelius acted in behalf the selling shareholders on the deal. Philippe Mulliez led

the team.

AAC Capital Partners and Management Acquisition of Desotec Debt Providers

Legal Adviser to the Purchaser

Legal Adviser to the Equity Provider

Legal Adviser to the Vendor

Financial Adviser to the Vendor

Thirty Five

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Deal Diary

E

Ergon Capital acquires Groupe De Boeck

ditis, the second-largest publishing group in France, has completed the sale of Groupe De Boeck, a leading Belgian publisher of educational and legal books in French and Dutch, to Ergon Capital Partners, a private equity fund sponsored by Groupe Bruxelles Lambert (GBL).

Alain Kouck, Chairman and Chief Executive Officer of the Editis Group commented: “The disposal of Groupe De Boeck provides Editis with the opportunity to further pursue the development of its core segments (Literature, Education, Reference and Services) in the digital era. I am sure that Groupe De Boeck, after a very successful period within Editis, will find with Ergon great growth and development perspectives.

Ian Gallienne, Partner at Ergon, commented: “Ergon is delighted about the acquisition of Groupe DeBoeck. We are convinced that the talent and experience of the management of Groupe De Boeck, together with the resources of our team, will help support the ambitious development plans of the company and reinforce its position as a leader on the Belgian market for school, legal and professional publications.”

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“

This transaction was among the first "new money" leveraged buy-outs in the aftermath of the financial crisis. In addition to the fact that the transaction had to complete within an ambitious time frame, it required a re-invention of the respective strengths and positions of lenders and borrowers in a market regaining momentum. The transaction gave Baker & McKenzie the opportunity to once again demonstrate its top-tier adviser position in the leveraged finance market.

”

KBC Bank NV and ING Belgium NV financed the transaction in a club deal, both

“

banks having a standing relationship with the sponsor Ergon Capital Partners

and the target Groupe De Boeck.

”

Both banks assisted Ergon Capital Partners to complete the financing of the transaction in a swift and constructive manner.

RAF Valcke, Head of Specialised Finance, Gert Dekeyser Head of Leveraged

Finance and Marc Van Campenhout Senior Manager Leveraged Finance.

From ING Belgium’s side, the deal team consisted of Vanessa Temple (director),

An Coenen (vice president) and Benjamin Wimmer (associate), of the Acquisition and Leveraged Finance team of ING Belgium, and was led by Philip Wietendaele,

managing director and head of that team.

Baker & McKenzie represented the financing banks, ING Belgium NV/SA and

KBC Bank NV, both of which are long-standing and regular clients of Baker &

“

McKenzie. The Baker & McKenzie team was led by Antoine De Raeve, head of

Ergon Capital Acquisition of Groupe De Boeck

B&M's banking and finance practice group in Belgium.

Financial Adviser to the Equity Provider

The deal was the first time that the management went through such process and, despite its novelty and the time pressure (the investment package had to be put in place in less than three weeks), the market knowledge and dedication of both Allen & Overy (counsel to Ergon) and Loyens & Loeff’s teams ensured that the deal was completed in less than two weeks to both parties’ satisfaction.

Financial Due Diligence Provider

and Corporate department), advised and assisted the management of Groupe De

Debt Providers

Legal Adviser to the Management

Legal Adviser to the Vendor

Financial Adviser to the Vendor Tax Adviser Risk & Insurance Due Diligence Provider Commercial Due Diligence Provider

Thirty Six

”

The Loyens & Loeff team, lead by Damien P. Conem (counsel within the M&A

Boeck in the negotiations and setting up of the equity incentive plan proposed by

Ergon as part of the transaction.

PwC Tax Consultants performed tax due diligence on the deal, as well as the

structuring in close cooperation with Ergon Capital, Allen & Overy and ING.

Hugues Lamon, partner led the PwC team.

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“

BC Partners acquires Gruppo Coin from PAI

C Partners has acquired 78.7% of Gruppo Coin as part of a pending take-private transaction. This represents an exit for PAI partners from the listed Italian apparel retailer.

Including net debt, this would give Coin an enterprise value of €1.3bn.Corporate finance advisers UBS and Mediobanca managed the auction process on behalf of PAI. Clessidra, Carlyle Group, Apax, Cinven and Investindustrial are among the other bidders to have expressed an interest in Coin, but BC's success in this standalone investment was attributed to the firm's international network, 22-year track record in Italy and expertise in the retail sector.

Acquisition of Gruppo Coin

Staple Financing Providers

Legal Adviser to the Purchaser Legal Advisers to the Staple Financing Banks Financial, Operational and Tax Due Diligence Provider to Purchaser Financial and Tax Vendor Due Diligence Provider Commercial Due Diligence Provider to Vendor Commercial Due Diligence Provider to Purchaser Virtual Data Room Provider

”

Our multi-lingual project management team available 24/7/365 ensured the project ran smoothly for all parties involved while offering advice and support in their native language.

“

MerrillCorp represented the seller, having a long-standing relationship with the

advisor. Alvaro Ortega, Sales Director for Southern Europe led the team.

alvaro.ortega@merrillcorp.com

The deal was rather complex because of the size of the target and the integration of a recent significant acquisition. The real challenge has been to be able to identify and transfer to BC Partners all key issues through an effective integrated financial and operational approach.

PAI has sold its 69.3% stake in Coin to Icon, a newco established by BC for €644.57m, which corresponds to a price per share of €6.50.

BC also acquired 2.1% of Coin shares from the firm's management team and 7.3% from Dicembre 2007, at the same price of €6.50 per share, for a total consideration of €87.79m. BC has also agreed to launch a mandatory tender offer for the remaining Coin shares, at €6.50 each, giving the business a market cap of €930.07m.

Deal Diary

”

“

Giovanni Tinuper, PwC Transaction Services partner, led the financial,

operational and tax due diligence combining sector based expertise from the

Transaction Services and Delivering Deal Value teams of PwC.

”

New Spirit Group was delighted to help BC Partners assess a promising business in a tricky sector of the Italian market and to provide some guidance on its successful development into the future.

New Spirit Group advised BC Partners with its commercial assessment of the

department store business of Gruppo Coin SpA and the opportunities presented

within the company and in the broader retail market. NSG Partner John Hoffman

“

provided this advice using his extensive experience in the dept store segment with

Selfridges, Le Printemps, La Rinascente, Brown Thomas and Holt Renfrew.

www.newspiritgroup.com

UBS was acting on behalf of Financière Tintoretto, controlling entity of Gruppo Coin on the transaction. In addition, UBS was part of the staple financing that was arranged by PAI Partners to support the transaction. UBS finally took the role of Mandated Lead Arranger in the €985m acquisition financing package to support the acquisition of BC Partners.

”

The UBS team was coordinated by Riccardo Mulone. Riccardo is a Managing

Director and Co-head of the Italian Investment Banking team.

Bain & Company supported Gruppo Coin Management and PAI for the strategic review and business vendor due diligence on the deal,

“

Andrea Petronio led the team.

Guido Tugnoli led the Four Partners Advisory SIM SpA representing Fincoin

S.r.l., holding company of the Coin family.

As to our scope of work, the key challenge of this deal was that the acquisition target had a high degree of complexity to be assessed: covering many categories, with different banners and at different stages of development, having initiated many activities.

”

Riccardo Trentini: Partner and Managing Director of The Boston Consulting Group (BCG) led the team supporting BC Partners in the assessment of the

market context of the target.

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Deal Diary

Valedo invests in Akademikliniken Valedo has invested in Akademikliniken, a Swedish company specialising in cosmetic and reconstructive surgery.

The value of the deal has not been disclosed. Valedo's investment has been made alongside Akademikliniken's founders and employees. The investor has held discussions with the company's owners since 2010 and was attracted to the business because it believes it is one of the major players in the sector globally.

Valedo is looking to support the company in continuing to achieve organic growth.

The company is aiming to develop its business through research and development to increase its surgical and non-surgical offerings for patients.

Equity for the transaction was provided by Valedo Partners Fund I. Leverage details have not been disclosed.

Valedo Partners was advised by Mannheimer Swartling in the transaction.

The firm’s team was led by Tom Wehtje, primarily assisted by Henrik Johansson, Catharina Belfrage Sahlstrand and Elin Gilmark.

Grant Thornton provided financial due diligence and tax advice on the deal, with Robert Nordahl, Partner Transaction Services, leading the team.Arthur D. Little acted as commercial due diligence provider on the deal.

Valedo invests in Akademikliniken

Legal Adviser to the Purchaser

Financial Due Diligence Provider

Legal Adviser to the Vendor

Financial Adviser to the Vendor

Commercial Due Diligence Provider

Thirty Eight

Vision Capital acquires Banco Popolare asset portfolio

UK private equity firm Vision Capital has acquired a portfolio of investments from Banco Popolare, Italian retail bank.

The sheaf of assets includes a “substantial” majority stake in glass and packaging manufacturer Mormiol Rocco, a glass and plastic packaging manufacturer.

The deal, which is part of a drive by the bank to divest itself of non-core assets and refocus on its central retail and corporate banking activities, is subject to regulatory approval.

Mormiol produces glassware and packaging containers for home and professional use. Founded in 1825, it is also a supplier of glass and plastic packaging to the global pharmaceutical and food industries, generatig sales of €531m and EBITDA of €85m.

Betsson acquires Betsafe

Online gambling business Betsson has acquired its rival Betsafe in a deal valued at €60 million (£52.2 million). Primarily focused on the Nordic online gambling market Betsafe is a private gaming company which offers sports betting, casino and poker to a large number of players.

The Betsson Group is a Swedish gambling Group with over 40 years in the business.

The Betsson Group is specialized in Internet gambling and is listed on the OMX Nordic Stock Exchange in Stockholm, Mid Cap. The firm employs approximately three hundred people in a number of locations.

Betsson offers a wide range of first-class online gambling products and games in a safe and user-friendly gaming environment. Betsson’s product portfolio is varied and extensive including, a Sports Book, Casino, Live Casino, Poker, Games, Scratchcards, and Bingo.

The transactions involved a number of different jurisdictions with various regulatory requirements, with respect to gaming, tax compliance and otherwise (e.g. anti-trust). Besides from firm coordination of different law firms, this also required in-depth knowledge about, inter alia, the gaming industry and EU law issues. Further, since both clients are listed companies, various stock market legislation and rules applied.

Gernandt & Danielsson acted on behalf of Betsson

AB (publ) on the deal. Manfred Löfvenhaft led the

transaction teams, with Ola Wiklund leading the regulatory teams. They were mainly assisted by

Vision Capital Acquisition of Banco Popolare Asset Portfolio Debt Providers

Financial Adviser to the Purchaser

Vendor Financial Due Diligence Provider

Purchaser Tax Adviser

Risk & Insurance Due Diligence Provider

partners Carl Westerberg and Krister Skoog.

Betsson Acquisition of Betsafe

Legal Adviser to the Purchaser Financial Adviser to the Purchaser

Financial Due Diligence Provider

Legal Adviser to the Vendor

Financial Adviser to the Vendor

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Deal Diary

BOND GmbH & Co acquired OCLC has acquired the assets of German library system provider, BOND GmbH &Co. KG. BOND, based in BöhlIggelheim, near Mannheim, The long lasting relationship between OCLC and DB&S is built on mutual respect. Both parties sometimes disagree during the acquisition process, which always have made the deals of a better quality. Till now the forecasted synergies are still arising from the companies acquired in the co-operation between OCLC and DB&S. Balthazar den Breems and Frank Ruijgrok of DB&S represented OCLC in this deal. DB&S Corporate

Finance is an experienced and international focussed

corporate finance advisory firm located in Rotterdam.

www.dbens.nl

Dominique ter Schure (ING) and Rob Stricker worked closely in analysing all cash positions and the cash planning in order to calculate the finance need. In a financial meeting we discussed the Bond acquisition together with the Credit Analyst of ING in order to prepare our Credit Proposal. Due to the open conversation and the well documented information we were able to present the offer within a reasonable time

Equita acquires CaseTech

Equita has acquired sausage casing producer CaseTech Group for approximately €75m from industrial holding Adcuram Group.

The capital will be used to continue the company's international growth strategy.

The investor acquired the company through an auction process managed by Hauck & Aufhäuser Investment Banking.

Bomlitz-based CaseTech Group is a leading manufacturer of sausage casings and emerged as a division of Dow Wolf Cellulosics. It was acquired by Adcuram in 2008 and was turned into an independent firm. The company has operations in Germany, Poland and the US. CaseTech had a turnover of €60m in 2010 and employs 420 people.

PricewaterhouseCoopers AG acted as commercial due diligence provider on the deal.

led by Dominique ter Schure, Director Mid Corporates,

To assure a high quality analysis, all interviews were conducted by native speakers with long-time experience in the meat processing industry. maconda, which is in the meantime one of the most active German providers for commercial due diligences, applied a mixed team-structure with business analysts, meat processing experts, regional market insiders and an expert for sausage sales.

(Account Manager), Sabrina Sjouwerman (Consultant

on behalf of Adcuram on the deal. Phillip Reinartz,

The ING acquisition team for the OCLC transaction was

The Hague branch, assisted by Annemarie Colsen

Payments & Cash Management), Michelle Wijnands

(Credit Analist) and Frank Bunnik (Risk Manager).

OCLC Acquisition of BOND GmbH & Co. KG. BOND Debt Providers

Corporate Finance Advisor

Legal Adviser to the Vendor

Management Team Due Diligence Provider

Virtual Data Room Provider

maconda provided commercial vendor due diligence

maconda’s project manager led the team.

R.Mayer@maconda.de

Equita Acquisition of CaseTech Debt Providers

Legal Adviser to the Purchaser/Equity Provider

Legal Adviser to the Vendor

Commercial Due Diligence to Equita

CentrO. Oberhausen stake acquired The CPP Investment Board (CPPIB) and Stadium Group have announced that CPPIB has acquired a 50% joint venture interest in CentrO. Oberhausen, a premier super-regional shopping and leisure centre in Germany, valued at €1.3 billion, from Stadium Group (Stadium). CPPIB’s equity investment is €270 million. Stadium will retain its 50% interest in CentrO. and will continue to manage the shopping centre.

CentrO. is a 1.6 million-square-foot (150,000-square-metre) dominant destination shopping and leisure centre with fashion, entertainment and dining options. Located 40 kilometres north of Dusseldorf, CentrO. draws from a population of approximately 11.7 million people that live within a 60-minute drive of the complex in both Germany and the Netherlands.

The transaction, which took over a year, included the restructuring of all leasing agreements, the creation of a complete virtual data room as well as a full vendors due diligence. CentrO. is Europe's largest shopping and leisure center.

In one of the largest German real estate

transactions of the year, Orrick Hölters & Elsing advised the British Stadium

Group and its owner, the Healey family

on the deal. The team was lead by Düsseldorf real

estate and global finance partner Michael Alberts,

real estate partner Peter Zimmermann, real estate

and litigation of Counsel Peter Vocke.

CPPIB acquires stake in CentrO. and forms Joint Venture with Stadium Group

Legal Adviser to the Equity Provider Financial & Tax Adviser to the Equity Provider Legal Advisers to the Vendor

Financial Advisers to the Vendor Environmental, Property & Plant Valuation Provider

Vendor Due Diligence Provider

Commercial Due Diligence Provider

Thirty Nine

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Deal Diary

WPP acquires Commarco GmbH WPP has acquired subject to regulatory approval, the entire issued share capital of Commarco GmbH, a leading German-based marketing services network. Commarco is the parent company of several agency brands, which include the much-awarded Scholz & Friends marketing services network, founded in 1981 in Hamburg; integrated communications agency deepblue networks; relationship marketing agency gkk DialogGroup and production agency United Visions.

Germany is WPP's third largest market after the US and UK and is showing signs of strength following the recession, as Central and Eastern Europe grow faster than Western Europe, particularly in Germany, Poland and Russia. PwC Transaction Services provided Vendor Due Diligence, Vendor Assistance, and Vendor Tax Services on the deal.

WPP Acquisition of Commarco GmbH Sell Side Investment Bank

Legal Adviser to Cognetas

Financial Vendor Due Diligence

WorldPay to make strategic acquisition of Envoy Services

Leading global payments provider WorldPay today announced that it is set to acquire Envoy Services Limited, a leading provider of alternative payment solutions to eCommerce merchants worldwide, for an undisclosed amount.

Established in 2005, Envoy is a UK FSAregulated global payments service that offers single point access to popular local payment and collection services worldwide.

The company provides international eCommerce merchants with the broadest coverage for alternative payment acceptance through a global network of over 200 local bank accounts and 40 alternative payment services as well as a leading fraud screening service. The company is headquartered in London.

The acquisition of Envoy is expected to close in May 2011 after customary approvals and comes four months after private equity firms Advent International and Bain Capital formally completed their acquisition of WorldPay from The Royal Bank of Scotland Group.

FT Advisors and Weil, Gotshal & Manges acted as advisors to WorldPay. Rothschilds and Ashursts acted as advisors to Envoy Services.

First Annapolis acted as commercial due diligence provide r on the deal , with Joel van Arsdale leading the team.

Debt Providers Arranged through existing Worldpay financing package, with advice from Morgan Stanley & RBS

WorldPay Acquisition of Envoy Services Legal Adviser to the Purchaser & Equity Provider

Loomis acquires 60% of Erk Armored Loomis AB has acquired 60% of the Turkish cash handling company, Erk Armored, which has approximately 220 employees and approximately 80 vehicles.

Extracting the reliable and meaningful information from the Turkish target company was a challenge. This issue was eased out by keeping close relationship and control over the transaction.

Nazım Hikmet, Partner and Nurcan Yıldırım Engagement Manager at

Grant Thornton Turkey led the due

diligence team.

nazim.hikmet@gtturkey.com

nurcan.yildirim@gtturkey.com

Our team assisted Erk Armored in preparation of virtual and physical data room, conduct of legal due diligence process as well as negotiation, reviewing and commenting on the Transaction Documents including SPA, SHA and management contract We have collaborated with Erk Armored in the past but this transaction is the first longstanding consulting relationship.

Akugur Law Office acted as the legal

advisor of the Sellers, Erk Armored on

the deal. Mr. Mehmet Akuğur,

Managing Partner, led the team.

Ms. Senem B. Paflak, Senior Associate and Ms. Esra Kurt, Mid-Level Associate conducted the project.

mehmeta@akugurlaw.com

Loomis Acquisition of Erk Armored

Legal Adviser to the Purchaser/ Purchaser Due Diligence Provider

Financial Due Diligence Provider

Risk & Insurance Due Diligence Provider

Purchaser Due Diligence Provider

Legal Adviser to the Vendor

Commercial Due Diligence Provider Financial Adviser to the Vendor ®

Forty

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Deal Diary

Rockspring acquires 22 retail units from Eroski for €45.5 million (ES)

Rockspring Property Investment Managers LLP has acquired 22 neighborhood grocery stores and standalone units from Spanish food retailer, Eroski.

Nicea Abogados was directly involved in the drafting of the documentation and the legal review of the assets. The analysis of the properties within a short period of time was a significant challenge, but the key issue was the drafting and negotiation of a long-term lease agreement, which was, by far, the most relevant document and makes the difference when it comes to S&L transactions.

Nicea Abogados advised Rockspring PIM. The legal team was led by Rafael Arráez, partner of the Real

Estate department. His relationship with Rockspring

PIM is more than 10 years old, being the third S&L deal

in which Nicea Abogados represents this client.

The main challenge was to obtain responses from the local authorities within the timeframe of the acquisition.

This was overcome by close liaison between all parties in the transaction.

Ambiente represented Rockspring Property Investment

Managers on the deal, reinforcing a long standing

working relationship with Rockspring in Spain and the

Fazer acquires Swedish artisan bakery Gateau

Accent Equity acquires stake in Hoist

Fazer Group has acquired Gateau in order to meet an increasing demand for handmade fresh-baked artisan bread and high-quality pastry in Sweden.

Hoist AB – which delivers systems, products and services for hotels and commercial properties – is bringing in the Accent Equity 2008 investment fund as a part-owner in order to speed up the pace of the company’s expansion.

Fazer has a 120-year-long history which began in Karl Fazer’s café in Helsinki.

Today, Fazer has, apart from 8 large bakeries and a mill, also 28 local bakeries in Finland. A new locally produced bread concept was also launched in Karl Fazer Café in Helsinki, where bread has been baked since the 1890’s. The acquisition of Gateau in Sweden adds an important piece to the puzzle, with a clear connection to Fazer’s origin.

HDR Partners acted on behalf of the five owners of Gateau, having instigated the whole deal. Niklas Hofverberg (VP) led the team, assisted

by Robert Holm (Partner) and Emma Aker Sundling (Analyst).

Advokatfirman Delphi acted legal advisers to the sellers. Delphi's team was led by David Aversten (partner) and Michal Juhlin.

UK. The Environmental due diligence team consisted of

`Allan Busse (Managing Partner) and Almudena

Thomas-Vela (Associate).

Hoist was founded in 1994 by Malcolm Lindblom and Christopher Upmark and is now established in Sweden, Norway, Denmark, Finland, the Baltic States, the UK, Poland and Russia. The company has 300 employees and had a turnover of more than SEK 600 million last year.

Preparing for the transaction started early on, analyzing various strategic options from the perspective of how to best continue to develop and expand the company. Having a clear view of what to achieve was important in focusing the efforts. Also, as always in generation shift type of situations, it is important to bridge the gap between entrepreneurs being in a once-in-alifetime situation selling to professional investors doing transactions regularly.

Avantus acted on behalf of the sellers on the deal,

Gleeds conducted Technical Due Diligence on behalf of

reinforcing a longstanding relationship. Johan

Rockspring, led and coordinated by Emilio Molinero

Wiström, Partner led the team.

and Jari Eno MRICS.Cushman & Wakefield

represented Eroski, with Yola Camacho, Associate

leading the team.

Rockspring Acquisition of 22 retail units from Eroski Legal Adviser to the Purchaser

Legal Adviser to the Vendor

Fazer Acquisition of Gateau Legal Adviser to the Purchaser

Legal Adviser to the Vendor

Vendor Due Diligence Provider

Environmental Due Diligence Provider

Property Valuer

Accent Equity Acquisition of a stake in Hoist Legal Advisor to Accent Equity

Financial Due Diligence Provider to Accent Equity

Legal Advisors to the Vendor Financial Adviser to the Vendor

Virtual Data Room Provider

Financial Advisors to the Vendor

Commercial Due Diligence Provider to Accent Equity

Forty One

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Deal Diary

HC Merwede acquires Hytech

Innova 31 sells Infinitec Activos stake

International Centre for Contracting Co acquired

IHC Merwede has acquired Hytech to further secure its position in the offshore market.

Innova 31 has sold its 20% stake in Infinitec Activos to the Spanish biotech company’s founders. The other shareholders who now own part of this stake consist of Pere Grau, Elena Grau and Javier Cano.

Drake & Scull International (DSI) PJSC have announced the successful completion of the agreement for its second acquisition in Saudi Arabia. DSI PJSC acquired 100% stake of “International Centre for Contracting Co. (ICC) ” for an enterprise value of SR128 million.

IHC Merwededesigns and constructs dive support vessels suitable for activities to a depth of 300 metres.

Hytech designs the on-board equipment required by these vessels.

By combining knowledge and equipment, IHC Merwede is now able to develop complete saturation diving systems in house. The purchase of Hytech fits in with IHC Merwede’s strategy of growth through acquisition, which aims to offer turnkey solutions to customers of all its maritime divisions. diederik.eggink@bdo.nl ldefaix@akd.nl

This exit comes only months after the venture capital firm invested for a 19% stake in drug development start-up Som Biotech.

In this deal Marco Legal team was representing the company and the shareholders in the definition of the transaction structure, drafting all legal and corporate resolutions adopted by the Board of Directors and the relevant General Meeting. As Secretaries of the Board the team gave extra advice in particular to overcome some technical challenges in the transaction.

Marco Legal team in this deal was leaded by associated

Mr Javier Corrales Mills under supervision of

managing partner Mr Toni Fitó Baucells, who hold the

position as Vice-secretary and Secretary of the Board of

Directors in INFINITEC ACTIVOS, SL, since 2008.

Ribé Salat are the appointed accountants and representatives of Infinitec Activos S.L. for fiscal matters.

For this particular deal we supplied advice on the legal requirements to be done on the company’s books derived from the sale of Innova 31’s stake to the existing owners.

Ms Monica Espanol, Head of Accountancy and Legal

IHC Merwede Acquisition of Hytech

Legal Adviser to the Purchaser

led the team.

Innova 31 disposal of Infinitec Activos stake

Legal Adviser to the Purchaser

The announcement follows a string of consecutive project wins in the first quarter of 2011 in Oman, Egypt and Saudi Arabia.

This deal was a cross boarder transaction, the parties of which were UAE and The Kingdom of Saudi Arabia (“KSA”) entities. The transaction comprised of a wide range of legal issues and required expertise in numerous legal fields. The deal involved D&S having its shares listed on the Dubai Financial Market and regulated by the Securities and Commodities Authority that required certain public disclosures being made in the United Arab Emirates. In addition, the change of ownership in the International Center for Contracting Co Ltd (“Target”) required obtaining certain approvals in the KSA and the following legal and practical challenges needed to be overcome, e.g. a foreign investment license needed to be applied for and obtained by the Target from the Saudi Arabian General Investment Authority.

Al Tamimi & Company represented Drake & Scull International PJSC on the deal. The team was led

by Mohamed Khodeir, Partner, Corporate

Commercial Department.

Drake & Scull International Acquisition of International Centre for Contracting Co Legal Adviser to the Purchaser

Financial & Tax Adviser to the Purchaser Tax Adviser

Financial Adviser to the Purchaser

Auditors

Financial Due Diligence Provider

Legal Adviser to the Vendors

Financial Adviser to the Vendor

Forty Two

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Deal Diary

Manchester Organics Limited stake acquired

Thermo Fisher to pay €2.47bn for Phadia

ProSiebenSat.1 disposal of Benelux Assets

A controlling stake in Cheshire-based specialised chemical research company, Manchester Organics Ltd, has been acquired for an undisclosed sum by Mumbai listed company Navin Fluorine International Ltd from major shareholders Dr David Tovell and Dr Simon Clayton, along with six other shareholders.

Thermo Fisher, the US medical equipment company, has agreed to buy Phadia, an allergy diagnosis company, from private equity group Cinven for €2.47bn ($3.54bn), including debt.

The ProSiebenSat.1 group has sold its TV and print activities in the Netherlands and its TV business in Belgium. The businesses will be acquired by a consortium between Sanoma Corporation and Talpa Holding NV regarding the Dutch assets and between Sanoma Corporation, Corelio N.V. and Waterman & Waterman CVA in Belgium.

London based law firm, Halebury, specialises in providing in-house style legal advisors acted for NFIL. The Halebury team was led by Jason Cawley (Corporate) with assistance from Janvi Patel (Employment). Janvi Patel, Director of Halebury said: “This is a key acquisition for NFIL, a major entity in the Indian fluorochemicals sector, looking to expand into the UK and internationally.

The management team at Manchester Organics should be a great fit with the resource and strategy of the NFIL team.”

Shekhar Khanolkar, Managing Director, NFIL “Halebury have been our external inhouse lawyers; they have been proactive, commercial and have been a pleasure to work with".

Janvi.Patel@halebury.com Lancashire law firm Napthens acted for the shareholders of Manchester Organics with Rob Dobson, partner in the Corporate team, leading. Tax Director Simon Denye and Managing Director Kevin Carey of McDade Roberts Accountants, Preston, also acted for the sellers, providing corporate finance and tax advice.

Navin Fluorine International Ltd Acquisition of Manchester Organics Ltd

Legal Adviser to the Sellers

Legal Adviser to NFIL

The cash deal caps an acquisitive period for Thermo, which this year completed the purchase of Dionex, another laboratory equipment maker, and has looked at a variety of other assets in the sector.

The purchase of Phadia, which specialises in in-vitro allergy testing, is the group’s largest deal since the 2006 merger between Thermo Electron and Fisher Scientific.

The business is international with key managers in Europe, USA and Asia. We had to advise all the senior managers on the transaction and had to organise a disclosure process.

We formed a good team working with Freshfields who were advising Cinven and were able to hit the target completion date.

Hogan Lovells acted on behalf of the

The international law firm Milbank, Tweed, Hadley & McCloy LLP advised ProSiebenSat.1 with regards to corporate, tax, finance and antitrust law. Sanoma's financial advisors on the transaction were ING Corporate Finance and Nordea, the legal advisor was Clifford Chance LLP. Talpa Media was advised by the Bank of America Merrill Lynch on financial matters and

by Allen & Overy LLP on legal matters.

The ProSiebenSat.1 group was advised on the transaction by Milbank partners.

The PwC team providing financial due diligence on the deal was led by Sander Kranenburg, Partner, assisted by Hans Dullaert, Partner Transaction Services and Oscar Kinders, Partner M&A Tax.

management and employees of Phadia.

The team was led by Alan Greenough,

Co-head of Private Equity, and Amit

Nayyar (Private Equity Partner).

alan.greenough@hoganlovells.com

Thermo Fisher’s Acquisition of Phadia

Corporate Finance Adviser to the Vendor

Legal Adviser to the Vendors

Financial Due Diligence and Tax Adviser

ProSiebenSat.1 disposal of Benelux Assets Debt Providers

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser Financial Due Diligence Provider

Legal Adviser to the Management Team Vendor Due Diligence Provider

Forty Three

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Deal Diary

Fresh capital for innovative allergy prevention

Protectimmun GmbH has successfully closed a first financing round totalling EUR 1.3 Million. Hightech-Gründerfonds (HTGF), ELS-Fonds managed by EnjoyVenture, and KfW invest in the innovative approach for protection against the development of hay fever and allergic asthma together with a private investor and the team of founders.

We are very pleased to get these experienced partners on board, says Dr. Marion Kauth, CEO and co-founder of Protectimmun.”This financing enables us to rapidly proceed with the preclinical testing and to prepare for clinical studies. In addition, we gain access to a well-organised network with important new contact opportunities that may facilitate further business development.

Proxima acquired for €4.8m

3i sells RBG to Stork Technical Services

The funds managed by CapMan and the other owners of Proxima Intressenter AB have sold their shareholding in Proxima Intressenter AB to the private healthcare service provider Aleris.

CapMan funds' ownership in Proxima amounts to approximately 70%.

Stork Technical Services and Arle have acquired of RBG Limited, the UK based supplier of inspect, assess and repair services to the global energy industry.

The exit will have an approximately EUR 4.8 million impact on CapMan Plc's result for 2011 as a result of income on own fund investments. In addition the transaction is expected to have an approximately EUR 8.1 million impact on CapMan Plc Group's cash flow in 2011. The closing of the transaction is subject to the approval of competition authorities and it is expected to be finalised during the second quarter 2011. The exit will not change CapMan's result guidance for 2011 given on 4 May 2011.

Finding acquisition financing at the right time, price and quantum, was key in making this transaction happen. Albacore Partners was deeply involved in the structuring and negotiating of an attractive and bespoke debt package for Stork/Arle on this acquisition. Albacore Partners has a long-standing relationship with Stork/Arle Capital Partners, advising and assisting them on a wide range of financing, M&A and strategy related matters.

Albacore Partners acted as financial advisor to Arle

Capital Partners and Stork on their acquisition of RBG

Group. Emile Lens (partner) led the Albacore Partners

team together with Gerard Ellerman and Sander Kegge.

Rhine-West-Westphalia, Germany and one investor

Established in 1990, DouglasWestwood is a leading provider of business research, strategy and advisory services to the global energy sector. With global operations across all key continents, Douglas-Westwood has to date completed more than 700 projects and provided products and services to over 400 clients in 70 countries worldwide.

in order to successfully implement the Investors’

Technical Services to perform a commercial due

Kanzlei Dr. Huhmann, a Düsseldorf based legal office and specialised in

corporate law and private equity /

venture capital transcations, was

engaged by the Team of enjoyventure Management

GmbH, representing ELS Fonds GmbH & Co. KG

which is an regional Venture Capital Fund in North

Douglas-Westwood Limited were engaged by Stork

of protectimmun GmbH rendered full legal services

diligence on RBG Limited. The team was led by

engagement at protectimmun GmbH.

info@kanzlei-huhmann.de

Protectimmun GmbH closes first financing round totalling EUR 1.3 Million Equity Providers

Andrew Reid and Stuart Murphy out of Douglas-

Aleris Acquisition of Proxima Financial Advisor to the Seller

Westwood’s Aberdeen office.

Stork Technical Services and Arle Acquisition of RBG Limited Legal Adviser to the Purchaser

Financial Adviser to the Purchaser Legal Adviser to the Seller Financial Due Diligence Provider

Financial Due Diligence Legal Adviser

Forty Four

Legal Adviser to the Vendor Commercial Due Diligence Provider

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Deal Diary

Intel acquired Silicon Hive Intel continues to build up its capabilities in software in general and in parallel processing in particular, with it’s acquisition of Silicon Hive.

Silicon Hive was founded in 2003 and is headquartered in Eindhoven, the Netherlands. The company incubated

by Philips Electronics to develop compiler and other parallel processing tools to help make programming on system-on-chip (SoC) components easier, exploiting all the parallelism on cores and the chips to do more work for less heat.

The company was founded by Atul Sinha, who used to handle business development for Philips Research and who has served as the company's chief executive officer since its founding.

Swisscanto acquires Altenrhein industrial park

Horizon Capital acquires stake in UkrFinance

Zurich-based Swisscanto, a Kantonalbank subsidiary, has acquired the Altenrhein industrial park from TMW Pramerica Property Investment GmbH for CHF70mn. faber@nplaw.ch

Horizon Capital has acquired a substantial stake in UkrFinance Group, one of the largest debt purchase and collection businesses in Ukraine working with many well-known banks, insurers, utilities, and telecommunication companies.

The main challenge was to appropriately position the large and attractive, fully rented industrial park in a market basically interested in centrally located office and retail properties. Over the years, with a sustained “added value” property management for Park Altenrhein, Beta Projekt Management had laid the foundation for the success. It was Beta Projekt Management’s third sales transaction within eighteen months for TMW Pramerica Property Investment GmbH.

The value of the deal has not been disclosed.

Equity for the transaction was provided by the Emerging Europe Growth Fund II, which raised $390m at final close in 2008.

This is Horizon's second investment in the financial sector in the last six months.

In this transaction Beta Projekt Management AG,

Zurich, acted as broker and advisor to the vendor.

mb@beta.ch

UkrFinance is based in Kyiv and is a distressed debt purchaser and servicing the Ukrainian market. The services provided by the company allow its clients to enhance profitability, optimise cash flows and tax liabilities.

As for any other real estate transactions in Switzerland, it is important to pre-analyze the Swiss tax consequences in a tax law changing environment as the tax impact on capital gains and reversed depreciation plays an important role in acquisitions and disinvestments. The pleasant tendency of the cantonal tax law developments is that the tax competition between the cantons often results into lower income tax rates.

Avellum Partners acted as the legal counsel to UkrFinance Group. The team of Avellum Partners was led by its Managing Partner, Mykola Stetsenko, with significant input of associates, Yuriy Nechayev, Volodymyr Solohub, Mykyta Nota, and Serhiy Zheka.

Intel Acquisition of Silicon Hive

Swisscanto Acquisition of Altenrhein Industrial Park

Horizon Capital acquisition of UkrFinance

Legal Advisers to Intel Corporation

Legal Adviser to the Purchaser

De Brauw Blackstone Westbroek acted on behalf of Intel Corporation on the deal, reinforcing a along standing working relationship. Anja Mutsaers, counsel, M&A and Corporate Department led the De Brauw Blackstone Westbroek team.

A corporate team led by Pauline Vos, corporate partner of the international law firm Bird & Bird LLP, represented Silicon Hive. The team worked closely with a corporate team from the Palo Alto office of Wilson Sonsini Goodrich & Rosati.

Deloitte has a long-standing working relationship with TMW Pramerica Property Investment GmbH. In this transaction Deloitte assisted this client in Swiss tax related matters. The Deloitte team was led by Stefan Lagana, Tax Director, Corporate International Tax. slagana@deloitte.ch

Legal Adviser to the Vendor

Legal Advisers to Silicon Hive

Vendor Due Diligence Provider

Legal Advisers to Prime Ventures Tax Adviser to the vendor

Mykola Stetsenko elaborated: “We have advised UkrFinance Group in connection with the investment from Horizon Capital.

We have also advised UkrFinance Group in connection with obtaining of the approval from the Antimonopoly Committee of Ukraine for the sale of its shares to Horizon Capital”. info@avellum.com

Legal Advisor to the Management Team

Legal Advisor to the Equity Provider

Financial Adviser to the Equity Provider

Financial Due Diligence Provider

Forty Five

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Deal Diary

CapMan invests in Russian-based Virial Plant 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 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 Khotuleva, Ecoline EA Centre director.

Intelliq conducted financial and tax due diligence of

Virial Plant on behalf of Capman Guernsey (Russia) GP Limited. From Intelliq the project was led by

Alina Zayko, Partner and Head Transaction support

practice and operationally managed by Yuri Erokhin,

Manager of Transaction support practice.

Wynnstay acquires Wrekin Grain to increase national presence

Wynnstay Group plc has acquired Wrekin Grain to significantly expand its arable market scale, maintaining Wynnstay’s rapid growth since the former co-operative joined AIM in 2004.

From early July the entire staff of Wrekin Grain will be integrated with Wynnstay’s grain trading arm, Shropshire Grain Ltd at its Shrewsbury arable headquarters to form GrainLink.

In due course the grain trading activity of Yorkshire-based Woodheads Seeds – acquired by Wynnstay in 2010 – will also become part of the new company, further increasing its scale.

Heralding the move as a valuable step forward for the Group and all its stakeholders, Wynnstay chief executive, Ken Greetham is confident GrainLink will build positively on the strong reputation for market knowledge and quality service established by all three of its parent businesses.

B2net acquired

Proact becomes the market leading specialist in storage and archiving in Europe by acquiring the British integrator B2net.

Proact IT Group AB (publ) has acquired 75 % of the British company B2net and has entered into a binding agreement giving it the opportunity to acquire the remaining 25 % which is currently held

by B2net management. B2net has about 145 employees in five locations in the UK with a turnover of approximately GBP 48 million. The total purchase price is GBP 12 million for 75%.

The acquisition price is 7 times B2net’s EBITA and 0.3 times B2net’s turnover.

Proact’s results will benefit from the acquisition from the current year.

B2net will be consolidated in Proact in the second quarter of 2011.

Wistrand represented Proact IT Group AB as Swedish counsels (Proact being a Swedish company) and Allen&Overy represented Proact as local UK counsels.

Castren & Snellman acted as legal advisor and signatory on behalf of CapMan on the deal.

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

Financial and Tax Due Diligence Provider

Wynnstay Acquisition of Wrekin Grain Debt Provider

Legal Adviser to Wynnstay

Financial Adviser to Wynnstay

Legal Adviser to the Vendor

Environmental Due Diligence Provider

Forty Six

Proact Acquisition of B2net Legal Adviser to the Purchaser

Legal Advisers to the Debt Providers

Legal Adviser to the Vendor

Legal Advisers to the Vendor

Financial Adviser to the Vendors

Financial Advisors to the Vendor

Tax Adviser to Purchaser

Ai Magazine June 2011 48pp:Layout 1

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Ai Magazine June 2011 48pp:Layout 1

17/6/11

14:31

Page 48