Acquisition International • November 2015
www.acquisition-intl.com
Creating Caring Communities
With an elderly population and an increased need for social housing, Anja Rogers COO of Senior Star Living talks us through her role in revolutionising this sector in the US. /88
Sparking a Software Revolution Geoffrey Sparks, CEO of Sparx Systems talks us through how the firm has overcome challenges to reach the top of the technical pile. /18
Leading the Way in Customer Experience Technology As cloud based reporting and analytics software becomes big business, we speak to Keith Schorah, CEO of SynGro, about being ahead of the curve and creating innovative new solutions in a changing market. /20
Copperstone Capital Copperstone Capital is an investment management firm, founded in 2010 in Moscow. We spoke to David Amaryan, Managing Partner & Chief Investment Officer, to find out a little more about the company. /11 CIO of the Month We profile one of the top CIOs in the media services industry, Ian Liddicoat of ZenithOptimedia. /28
Ones to Watch in 2016 This exciting section features one firm from each region outlining their strategies, philosophy and future plans, providing a tantalising glimpse into some of the best companies in the world. /30 Third Party funding - Securities Litigation Overview We speak to Simon Dluzniak, Investment Manager at Bentham Europe Limited to find out more. /81
2015’s Leading Financial Planners As the financial planning industry grows increasingly competitive, Doug Ailles talks us through his success in the industry and provides us with a glimpse into his fascinating methods. /54 Ferreira Insurance & Investment Concepts has become a leading institution in the investment advice industry, and he outlines his techniques for us in an eye-opening interview. /56
Lithuania: Leaders of Economic Development in the EU With the country’s economy gradually improving, the future looks bright for this little known Baltic country. Deividas Tumas from Lithuania based Strategy Labs provides us with an insight into the corporate market in this exciting region. /59 Constructing the Future in China We profile top tier Chinese legal firm Zhong Lun Law Firm and explore the challenges of overseas investment for companies based in the region. /90
DEEP & FAR
Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate. The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law. The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.
We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.
www.deepnfar.com.tw
Contents
Editor’s Comment Welcome to the November issue of AI Magazine. As intellectual property becomes an increasingly important commodity to businesses in this digital age, we are joined by a panel of industry experts who talk us through the importance of IP in M&A transactions. Elsewhere this issue, we take a closer look at the growing expert witness industry and examine, with the help of a number of leading firms, why an increasing number of companies are turning to these professionals for help in corporate court cases. Cyprus is in the spotlight this month as we investgate the law firms that are working to bolster the country’s markets following the recent European economic crisis, and with the third financial quarter coming to a close, we catch up with a number of firms across the globe to find out how they’re fairing as we inch closer to 2016.
The USA’s Most Innovative Business Leaders 2015 Senior Star Management Company’s Chief Operations Officer and Senior Vice President Anja Rogers talks us through the firm’s high quality services and gives us a fascinating insight into her leadership style. /88
News /4 The latest news stories from around the world.
For those looking for leadership insights and inspiration, we profile a range of business leaders, from CEOs to CFOs, who provide us with a glimpse of their leadership styles and let us in on how they ensure excellence in every aspect of their corporate lives.
Sector Talk /9 Powered by Zephyr/ Bureau van Dijk.
CEO of the Month /16
And, as 2015 draws to a close, we outline the firms to look out for in the New Year with our Ones to Watch in 2016 series.
Meet some of the world’s most innovative and effective business leaders.
We hope you enjoy this issue.
CFO of the Month /26
Mark Toon, Editor mark.toon@ai-globalmedia.com
Here we find out what steps CFOs take to adapt their firms’ strategies and maintain growth.
No information contained on or in this website constitutes investment advice or an offer to invest or to provide management services and is subject to correction, completion and amendment without notice. Neither AI nor any of its associated entities are authorised to give financial advice of any nature nor are they regulated by the Financial Services Authority.
CIO of the Month /28
Prior to making any investment, AI recommends that any prospective investor should consult with its own investment, accounting, legal and tax advisers to evaluate independently the risks, consequences and suitability of that investment.
Deal Diary /122
We profile one of the top CIOs in the media services industry, Ian Liddicoat of ZenithOptimedia.
Introduced by Zephyr/ Bureau van Dijk.
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How to get in touch AI welcomes news and views from its readers. Correspondence should be sent to; Address/ Acquisition International, First Floor Suite F, The Maltsters, 1-2 Wetmore Road, Burton on Trent, Staffordshire, DE14 1LS. Tel/ +44 (0) 1283 712447 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com
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Find us on/
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Copperstone Capital Carlisle Management Company Ones to Watch in 2016 2015 Third Quarter Update 2015’s Leading Financial Planners Lithuania: Leaders of Economic Development in the EU Cyprus: An Island of Resilience The Isle of Man’s Ever-Growing Economy The Last Emerging Market Foreign Investment The Rise in Copyright Litigation Leading Tax Adviser USA’S Most Innovative Business Leaders 2015 Constructing the Future in China The Growth of the Aviation Industry: A Sector Soaring High Intellectual Property: Protecting and Realising the Value of Intangible Assets The Most Highly Regarded Expert Witnesses for 2016 The Importance of IP in M&A Transactions Outstanding Women in Law 2015 UK’s Most Outstanding Woman in Business 2015 Papua New Guinea: Beacon of Growth in the Asia-Pacific Paraguay a Country on the Rise KPMG International M&A Trends in the Medical Device Industry The Rise of Insurance Mergers and Acquisitions Leading Actuaries 2015 Nigeria: Remaining a Key FDI Destination Pensions: The Road to Security Business Valuations: City Valuation Advisory Evolving Transfer Pricing Landscape in Canada 2015’s Most Innovative Business Leaders Project Finance :INDIA – Leading Indian Law Firm Outstanding Litigators / The Evolving World of Taxation The Rise of the Cross-Border Transactions Taking a chance on Gaming Equinox Energy Capital Acquisition of UK solar projects / The Desire to Acquire & The Urge to Merge The New Age of Business Crime Ones to Watch in Arbitration 2016 Corporate Immigration and the Diversified Economic Age 60 Seconds With...
Acquisition International - November 2015 3
News: from around the world
EU Commission Makes Plans for Fairer Single Market The European Commission has presented a roadmap to deliver on President Juncker’s political commitment to unleash the full potential of the Single Market and make it the launchpad for Europe to thrive in the global economy. The Single Market is one of Europe’s greatest achievements, designed to allow goods, services, capital and people to move more freely. It offers opportunities for professionals and businesses and a greater choice and lower prices for consumers. It enables people to travel, live, work and study wherever they wish. But these opportunities do not always materialise, because single market rules are not known, not implemented or simply jeopardised by unjustified barriers. And the Single Market needs to adapt to reflect today’s realities: innovative ideas and new business models must find their place too.
with the times: innovative business models must be encouraged and welcomed into the Single Market.” • Commissioner Elżbieta Bieńkowska, responsible for Internal Market, Industry, Entrepreneurship and SMEs,said: “The Single Market is at the heart of European integration. If we are to restore citizens’ trust in the European project, create jobs and build a competitive economy, and retain an influence in the world, we must unleash the full potential of the Single Market. With today’s ambitious and pragmatic strategy we focus on results. In partnership with the European Parliament and Member States, we must now ensure that these concrete actions are put into effect at maximum speed. Europe has no time to waste to respond to its competitiveness challenges.” The actions agreed upon by the Commission will deliver results for: •
Commission Vice-President Jyrki Katainen, responsible for Jobs, Growth, Investment and Competitiveness, said: “Further strengthening and deepening the EU Single Market is the most important part of the Investment Plan for Europe. We need to remove investment restrictions and create new opportunities for consumers, professionals and businesses. And the Single Market must keep up
•
Consumers: The Commission will take action to ensure that consumers seeking to buy services or products in another Member State, be it online or in person, do not face diverging prices, sales conditions, or delivery options, unless this is justified by objective and verifiable reasons. The European Commission and European Consumer Centres frequently receive consumer
•
complaints involving unjustified differences in treatment on grounds of nationality or residence. SMEs and start-ups: Start-ups contribute a lot to the economy, but a number of entrepreneurs leave Europe because they can’t bring their innovative ideas to the market. Efforts are under way in the context of the Investment Plan and the Capital Markets Union to ease access to finance for SMEs. In addition, the Commission intends to simplify VAT regulation, reduce the cost of company registration, put forward a proposal on business insolvency and make all information on regulatory requirements accessible in a single digital gateway. The Commission will also work on clear and SME-friendly intellectual property rules and take the final steps needed for the Unitary Patent to become an attractive and affordable way for European companies, including SMEs, to capitalise on their ideas. Innovative services: The Commission will develop a European agenda for the collaborative economy. New business models bring benefits to citizens and companies alike and help optimising the use of existing resources. However, questions arise whether existing regulations are still fit for purpose or whether new rules are needed. At the same time, we need to make sure that public policy objectives such as consumer protection are respected and tax and labour law complied with. Professionals: The Commission will improve the opportunities for businesses and professionals to be mobile across borders. It will improve the recognition of professional qualifications and facilitate the cross-border provision of business services, construction and other services that generate growth. Taken together, these actions will make it easier for companies and professionals to access new markets, allowing them to grow from small national actors into larger European players.
Supporting all this, the Commission will work hand in hand with Member States and market participants to create a real culture of compliance for Single Market rules. Particular attention will be paid to the services sector and to public procurement, which is essential to spend taxpayer money efficiently. The Commission will strengthen mutual recognition to open up more opportunities to companies that want to expand cross-border. It will also reinforce market surveillance in the area of goods to keep non-compliant products from the EU market. And it will propose a market information tool, which will allow the Commission to collect comprehensive, reliable and unbiased information from selected market players with a view to improve the Commission’s ability to monitor and enforce EU rules in priority areas. 4 Acquisition International - November 2015
News: from around the world
News: from around the world
Fossil Group, Inc. to Acquire Wearable Tech Innovator Misfit Acquisition of Leading Technology Platform and World-Class Engineering Team Will Fuel Rapid Growth in Wearable Technology
•
Fossil Group, Inc. has announced that it has entered into a definitive agreement to acquire Misfit, Inc., an innovator in wearable technology and stylish connected devices. The acquisition will enable Fossil Group to expand its addressable market, offering consumers both traditional timepieces and fashionable connected accessories. Misfit brings to Fossil Group a scalable cloud and app platform, a world-class software and hardware engineering team, a native wearable technology brand and a pipeline of innovative products.
•
“We have a significant opportunity to add technology and connectivity across our platform of watches and accessories,” said Kosta Kartsotis, chief executive officer of Fossil Group. “With the acquisition of Misfit, Fossil Group will be uniquely positioned to lead the convergence of style and technology and to become the fashion gateway to the high-growth wearable technology and connected device markets.” The acquisition will enable Fossil Group to: • Own a technology platform that has already solved many of the hardest problems in wearables, including battery life. • Scale Misfit’s technology across Fossil, Skagen and a targeted portion of its portfolio of 16 brands in 2016, ultimately accelerating the company’s connected accessory roadmap.
Expand its addressable market with new distribution channels, new products, new brands and new enterprise partnerships, including music, fitness, healthcare and digital entities. Lead in the connected devices space by harnessing the power of a world-class software and hardware engineering team spearheaded by Misfit Founder, Sonny Vu.
“We fundamentally believe consumers care about both technical functionality and fashionable design. In fact, one without the other is simply not enough. With the acquisition of Misfit, Fossil Group will be positioned to win with the connected consumer,” said Greg McKelvey, chief strategy and digital officer of Fossil Group. “Our world-class design and global distribution, combined with Misfit’s technology platform, creates a significantly advantaged, multi-brand and global wearable technology business poised to drive the convergence of fashion and technology.” “We are thrilled to join forces with Fossil Group to usher in the next era of wearables where elegance, beauty and long-lasting wearability are paramount,” said Sonny Vu, founder and chief executive officer of Misfit. “Together, we will introduce products that blend Misfit’s seamless, intuitive technology and user experience with the design, style and branding that is the hallmark of Fossil Group.”
Mercer to Acquire GAMA Consultores Associados in Brazil Brazil based firm will extend Mercer footprint into central region. Mercer, a global consulting leader in advancing health, wealth and careers, and a wholly owned subsidiary of Marsh & McLennan Companies has announced the intended acquisition of GAMA Consultores Associados, one of the largest independent retirement consulting firms in Brazil. Through the acquisition of GAMA, Mercer will gain a presence in Brasilia in addition to our existing operations in Sao Paulo and Rio de Janeiro. Our expanded footprint will allow us to better serve clients in the northeast and central parts of Brazil. We will also be adding a talented team of actuaries.“Growth in the Brazilian market is part of our aim to bring innovative and market-leading solutions to clients everywhere they operate,” said David Anderson, President, Growth Markets Region for Mercer. “The combination of GAMA and Mercer will provide a business partner for growth to multinational clients operating in Brazil as well as local and regional clients seeking to expand outside of Latin America.” “Our union with Mercer brings unique competitive advantages for our people, our clients and the market,” said Antonio Fernando Gazzoni, founder and President of GAMA. “The ability to deliver expanded international expertise, drive intellectual capital, and create differentiated products and solutions is aligned with our commitment to provide our clients with access to the best advice in the marketplace. Our combination with Mercer makes the possibilities for our clients and our people all that much greater.” “This strengthens our ability to serve the Brazilian market with world class retirement and health benefits solutions,” said Mauricio Amaral, CEO of Mercer Brazil. “GAMA’s strong brand and reputation for client service make them a culturally aligned partner for Mercer. Together we will have an outstanding team of professionals with the ability to expand our complementary retirement services offerings as well as deliver additional Mercer solutions and products in all the key regions of Brazil.”
Acquisition International - November 2015 5
News: from around the world
Unipart Launches National Productivity Campaign in UK According to the company, which has its headquarters in Oxford, productivity is Britain’s biggest issue when it comes to economic growth. Over the past months, the media has regularly reported on the UK’s ‘productivity puzzle’, a situation in which our economy is growing while the productivity rates are declining when compared to our global competitors. The situation is so significant that during the last budget announcement, the Chancellor of the Exchequer, George Osborne, identified productivity as the government’s number one priority. Now, Unipart is setting out to raise awareness of the issue by engaging business leaders who are interested in learning how to improve their organisations and in sharing best practice. Unipart Chairman and Group Chief Executive John Neill explained: “Productivity is at the heart of our nation’s quality of life and yet Britain is lagging behind our global competitors. Economists talk about this as a puzzle, but we believe that Unipart has the solution.
“The Government has made productivity improvement a major priority, and Unipart is pleased to be able to play our part in helping to unlock the potential that exists amongst millions of people in the UK to not only be more productive, but to do so by becoming more engaged with their organisations,” he said. “Over the past 25 years, Unipart has invested in creating a comprehensive ecosystem called The Unipart Way which continuously improves productivity in any organisation. “We have implemented The Unipart Way in all of our own operating companies and in our clients around the world. We know it works because it consistently delivers strong results. It is not a lottery that relies on the breakthrough ideas of a small number of people. The Unipart Way is a complete ecosystem that engages everyone in the organisation in the science of improvement.” Unipart is setting out to raise awareness of how to improve productivity through a major national media campaign and a web based information hub. A key part of the hub will be a new series of video documentaries called “Solving the Productivity
6 Acquisition International - November 2015
Puzzle” in which business journalist Juliet Mann investigates why productivity is so essential to the economy and, most importantly, what can be done about it. She interviews a wide range of senior industry leaders including CBI Director General John Cridland, McLaren Automotive CEO Mike Flewitt, Unipart Chairman and CEO John Neill, Institute of Directors Chief Economist James Sproule, and many others. The hub also features a wide range of resources and reports including a new white paper by Steve New, Associate Professor in Operations Management at Oxford University’s Saïd Business School, who presents a better way of addressing the productivity issue. Highly creative new print ads will raise awareness of the productivity challenge and signpost the solution to the productivity puzzle. The ads will appear in the business sections of major publications like The Times, Sunday Times and The Telegraph. They will explain that certainty of productivity improvement comes from adopting The Unipart Way. The new ads focus on how The Unipart Way can bring productivity benefits to customers across all sectors of the economy.
News: from around the world
News: from around the world
Simplified Skype for Business in Traditional Video Conferencing Environments Cyviz, a leader in visual collaboration and command and control systems, today announced that the company has developed a more intuitive, userfriendly way to incorporate the use of Microsoft’s Skype for Business (formerly Lync) in traditional video conferencing environments. “Current room solutions for Skype for Business have flaws related to interoperability, security, ad-hoc scenarios and user-friendliness,” commented Eirik Simonsen, COO, Cyviz. “With our new solution, a Cyviz system offers end-users full interoperability with traditional video endpoints and Microsoft Skype for Business clients, plus support for multiple participants on both incoming and outgoing calls. By utilizing state of the art technology we have create the best ‘Lync room’ without using Lync.”The new features will work seamlessly with traditional video conferencing equipment from Cisco and Polycom and include the following:
• • • • •
Full interoperability with traditional video endpoints and Microsoft SfB Support for multiple participants, both for incoming and outgoing calls An intuitive touch interface which replaces PIN-codes used to control VMR meetings Full integration with MS Exchange for room booking Uses MS AD as the source for phonebook with display of title, location and photo
Adding a Cyviz Touch Controller with VMR integration will convert traditional video conference end-points into full fledged Microsoft compliant collaboration rooms. The company will be demonstrating its entire suite of software at The Gartner Symposium in Barcelona, Spain on November 8-12th in booth #109.
New 3D Approach to Engaging Research A new research tool, Voxter, has been launched in London as an innovative, 3D communication solution for meaningful research. Aimed at marketing agencies, HR departments, corporate and public sector organisations, Voxter offers cut-through qualitative insights that are statistically viable. Imagine being able to capture the thoughts and opinions of all of your stakeholders in one big focus group - this is the power of Voxter. Founding Director Ronny Razin, Professor of Economics at the London School of Economics, says: “Voxter has the engagement and authenticity of social media and focus groups with the controlled statistical analysis of quantitative research. It has top-down, down-up and lateral communication at its core. It is a tool which can empower an organisation to change for the better, democratically.” “We have been trialing and perfecting Voxter for close on two years now and we have had a series of excellent projects to enable the fine tuning, soft launch phase,” said Piers Aitman, Founding Director of Voxter. “A notable client has been the Sierra Club, an environmental NGO in the United States with over 2 million members; they wanted us to facilitate a wide scale consultation to reach a mandate for future policy directions.” “Voxter provided a multi-faceted lens enabling significantly improved clarity around complex topics. We learned far more richly from the conversations that happened through the game than we ever did through individual survey.” (The Sierra Club) Voxter can be used for market research, opinion polling, brand engagement, change management and crowd sourcing, amongst other applications. The software outputs a rich mix of data, and can be filtered in many ways to gain deep qualitative insights that can be backed up with hard data. Expert project management and analysis is also at hand to validate the results. “It’s ideal if you need results quickly and at an affordable cost,” explains Razin. “Our systems are technically advanced but really user friendly which in this age of survey fatigue is a crucial factor for success. As a result we can deliver comprehensive, credible, insights.” The new software could potentially revolutionise the way businesses conduct their research.
Acquisition International - November 2015 7
Sector Talk
powered by
Chemicals Mergers and acquisitions (M&A) targeting companies in the chemicals sector declined in terms of value in the first half of 2015, compared to H2 2014. However, the period did represent an improvement on the opening six months of 2014. In total there were 1,053 deals worth a combined USD 58,439 million signed off in the first half of 2015, according to Zephyr, the M&A database published by Bureau van Dijk. In terms of value this represents an 18 per cent decline on H2 2014, although volume increased slightly from 1,047 to 1,053 over the same timeframe. H2 2015 has already proven to be much more impressive, even though there are still two months to go until the end of the year. Between the beginning of July and the end of October some USD 72,575 million had been invested into chemicals companies, compared to USD 58,439 million in the whole of H1 2015 and USD 70,889 million in H2 2014. This is particularly impressive given that so far just 604 deals have been signed off in the second half of the year, much lower than the 1,053 and 1,047 agreed in H1 2015 and H2 2014, respectively. Based on this result, the second half of 2015 is already the largest six monthly period in terms of investment since the opening six months of 2011, when dealmaking of USD 88,611 million was announced. Given that there are two months until the year comes to a close it is not beyond the realms of imagination that the chemicals industry could surpass this result if a few more large deals are signed off, thus rendering H2 2015 the most valuable six month period in the entire timeframe under review, dating back to the beginning of 2006.
Number and Aggregate Value (mil USD) of Chemicals Deals Globally: 2006-2015 YTD (as at 31 October 2015)
Unsurprisingly given the high aggregate deal value for H2 2015 to date, a number of large transactions have been agreed during the period. The most valuable was a USD 17,200 million divestment of 43 beauty RMT brands by cosmetics manufacturer Procter & Gamble to Coty, via acquisition vehicle Green Acquisition Sub. Completion of the deal remains subject to the green light from regulatory bodies and is expected to occur by the end of December. Upon closing the brands will be spun off to shareholders into a publicly-listed business. Other significant transactions in the sector include a USD 8,000 million sale of assets by Dutch nitrogen fertiliser producer OCI to CF Industries. The buyer hopes the purchase will enable it to build on its existing platform in Europe and its North American distribution network to meet customer demand. The deal was announced in August.
only place third in terms of volume with 201 deals, dwarfed by rivals the Far East and Central Asia (872) and Western Europe (368). In all, North American targets were featured in five of the top ten chemicals deals in 2015 to date, while two had Western European targets and just one had a target based in the Far East and Central Asia. The USD 51,278 million injected into North American companies so far in 2015 already represents the region’s most valuable year in the entire period under review, dating back to the beginning of 2006. This will give many hope that November and December can continue in the same vein and push results higher still. It is worth noting that of the USD 51,278 million, almost half is attributable to the Procter & Gamble and OCI/CF Industries transactions, once again highlighting the difference a single deal can make to a sector’s fortunes over a specified timeframe.
As both of the aforementioned transactions featured US targets it comes as no surprise to see North America heading the list of world regions in terms of aggregate investment value for 2015 to date. In all the region was targeted in deals worth USD 51,278 million, placing it well ahead of its nearest rival, the Far East and Central Asia with USD 43,500 million and Western Europe with USD 29,813 million. The importance of single high value transactions is highlighted by the fact that the region could
In conclusion, H2 2015 has already proven to be a successful period in terms of investment in the chemicals industry. The two months prior to the end of the year will now determine just how much investment will be signed off, but regardless of the outcome, those watching the markets are likely to be very pleased with the result and encouraged by the sector’s prospects leading into 2016.
Number and Aggregate Value (Mil USD) of Chemicals Deals Globally by Deal Type: 2006-2015 to date (as at 31 October 2015) Deal type
Number of deals
Aggregate deal value (mil USD)
Acquisition
4,982
464,887
Minority stake Capital increase Institutional buy-out Management buy-out
7,232 1,783 453 103
267,243 88,320 62,538 955
Deal half yearly value Number (Announced date) of deals
Aggregate deal value (mil USD)
H2 2015
604
72,575
H1 2015
1,053
58,439
H2 2014
1,047
70,889
H1 2014
901
42,437
Demerger
20
438
H2 2013
955
68,579
Management buy-in
14
36
H1 2013
803
29,127
Merger
27
9
H2 2012
735
40,431
MBI / MBO
2
0
H1 2012
670
24,766
H2 2011
692
20,774
H1 2011
709
88,611
H2 2010
692
34,744
H1 2010
610
33,846
H2 2009
651
16,282
H1 2009
572
13,998
H2 2008
632
48,590
H1 2008
702
34,783
H2 2007
726
80,471
H1 2007
687
31,591
H2 2006
651
19,473
Aggregate Value (mil USD) of Chemicals Deals by Region: 2006 - 2015 YTD (as at 31 October 2015) World region (target) North America
2010
2011
2012
2013
2014
2015
17,614
50,599
24,318
17,999
43,242
51,278
Far East and Central Asia Western Europe Middle East Eastern Europe
20,070 10,872 315 11,143
16,544 20,743 1,513 14,661
17,594 12,114 62 4,055
24,033 19,294 56 32,074
36,691 23,851 978 1,938
43,500 29,813 8,657 6,227
South and Central America Oceania Africa
8,259 1,389 463
3,128 748 332
3,529 1,305 42
1,844 739 429
5,115 943 332
1,849 585 104
Acquisition International - November 2015 9
Copperstone Capital
Copperstone Capital Copperstone Capital is an investment management firm founded in 2010 in Moscow by David Amaryan.
The firm was founded by David Amaryan and Vardan Amaryan and for several years the company has been managing private and pooled foreign accounts of its clients and in 2012 has successfully launched its flagship Copperstone Alpha Fund. Since its launch, the Fund has had a solid performance track record and established an impeccable reputation of highest integrity, trustworthiness and transparency. As a recognition of this Copperstone Alpha Fund received “The Best Russian Hedge Fund Award (since inception)” in 2015.
Despite the extremely turbulent conditions last year Russian financial market is constantly evolving and we hope that in the nearest future it will start to occupy an increasingly prominent place in the portfolios of most global and international investors.
David Amaryan, Managing Partner & Chief Investment Officer is responsible for the investments management process of the Fund and day to day operations of the Investment Manager. He has over 15 years of investment experience.
Additionally, Russian capital markets still face a number of artificial obstacles – largely the consequence of government interventions.
Copperstone Capital manages wealth for high net worth individuals and institutions and provides advisory services. Copperstone brings together a unique combination of international asset management expertise, highly professional team with proven investment capabilities and extensive knowledge of Russian business environment. We assist our clients in following areas: • Investment management • Personal Net-Worth Management • Advisory Services Here is how David Amaryan comments on Copperstone Capital achievements: In our investment activities we generally seek a broader mandate with little restriction to a particular region or asset class. And though our main focus is equity investments in Russia and the CIS, it allows us to be much more flexible, looking for value in various markets around the world. This advantage becomes critical during prolonged periods of distressed economic conditions, similar to what we’ve managed to observe last year in our country. In this particular case, it allowed us not only to timely switch our investment focus to Global markets and avoid major losses, but also to considerably outperform our Russian peers. This helps the Fund to become one of the best performing funds in Russia in 2014. The fund’s performance is a result of thorough analysis with careful and consistent risk controls. We strive to provide the best possible risk-adjusted return by exploiting our proprietary asset valuation models in line with a pro-active portfolio management approach. As we are not part of any large financial group, we are much better suited to make precise and objective investment decisions.
However, in order to successfully operate in the Russian market, its peculiar features and weaknesses should always be taken into consideration, while making most of the business and investment decisions.
Other well-known factors include: • Excessive policy volatility and instability of the legal regime • Swollen bureaucracy and inefficient legal framework • Barriers to foreign entry • In many fields counter-productive tax laws, including excessive taxation of foreign residents • Weak tax incentives for individuals to save for retirement We have big plans for the nearest future. As we are constantly seeing more and more international investors ready to share our investment philosophy and excited to get better acquainted with our business approach, we are currently actively working on opening our offices in London and New York. That will also be a major step to becoming a truly global hedge fund. We are planning to launch a fixed income fund and a distressed Russian debt fund specially tailored for investors with low –to-moderate risk appetites.
Company: Copperstone Capital Name: David Amaryan Email: info@copperstonecapital.com Web Address: www.copperstonecapital.com Address: Russia, Moscow, 115035, Sadovnicheskaya St., h.16, bld. Telephone: +7 (495) 988 00 10
Hedge funds have been formally authorised for qualified investors in Russia since 2008. However, Russian legislation has very slow developments in this field and therefore most of the Russian hedge funds tend to operate as a more active alternative to mutual funds. That is the main reason why the financial performance of majority of Russian hedge funds tends to strongly correlate with the market developments. The ability to de-correlate the fund performance from the broad market recessions, while continuing to find investment opportunities in most of the economic sectors and always stay 100% transparent for all partners and investors we consider as our biggest challenge and, at the end, an advantage from the very first day of the company.
Acquisition International - November 2015 11
Carlisle Management Company
Company: Carlisle Management Company Email: info@cmclux.com Web: http://cmclux.com/ Address: 9, Rue Sainte Zithe 1st Floor L-2763 Luxembourg Telephone: +352.268.4.53.59
I. An introduction to Carlisle Management Company Nestled amid the ancient castle walls and soaring financial buildings of Luxembourg, the only remaining Grand Duchy in Europe, Carlisle Management Company has made its home. Offering one of the most comprehensive, well-structured and stringently regulated alternative asset domiciles in all of the investment world, Luxembourg serves as a place that only the best and most prudent investment managers and advisors seek out when it is time to choose a home. For this reason, Carlisle Management knew, with Luxembourg, that they had found the perfect place to hang their flag. For many years, Carlisle Management Company SCA has diligently strived to provide a wide variety of clients, with access to insurance-linked investment products by offering intelligent alternative fund management solutions designed to work with a wide array of institutions, corporations, public funds and high-net-worth individuals. Specializing in, both, open-ended investment funds and related private equity transactions, Carlisle considers itself to be a holistic investment and fund manager, assuming a wide range of tasks over the entire life cycle of the investment. Carlisle constantly monitors economic conditions, market and sector developments as well as regulatory changes to stay out in front of market trends. With a rapidly growing asset base, Carlisle and its core team represent nearly 100 years of financial management collectively. While many financial institutions try to provide disparate services, Carlisle believes that having a tireless focus is the right strategy. The company has developed, initiated, implemented and managed a number of investment vehicles. The primary focus for Carlisle Management Company is its expertise within the life settlements industry, creating, structuring and managing yield-oriented and tax optimized investments for institutional investors, financial intermediaries and high net worth individuals specifically within this asset class. Carlisle designs investment products for investors seeking stronger organizational infrastructure, greater regulatory oversight, institutional counterparties and higher diversification through minimal correlation to traditional financial markets. After years of assisting institutional clients in the development, structuring and management of captive investment vehicles, Carlisle became aware of a lack of products which could offer long term growth focused investments within the life settlements space to investors who lacked the capital to efficiently build their own captive structure, yet were very interested in this minimally correlated asset class. From this inherent need, one of their flagship investment vehicles, the Luxembourg Life Fund: Long Term Growth Fund FCP SIF was born, lending its open ended structure to investors wishing to participate in a larger pool of life settlements while maintaining a more flexible liquidity profile.
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II. Understanding Life Settlements A life settlement is the transfer of ownership and beneficiary rights of an unwanted or unneeded life insurance policy on an insured senior in exchange for a cash settlement. The seller no longer has the responsibility of paying future premiums. In exchange, investors profit based on the difference between the face value of the policy and acquisition and maintenance costs. The process is based on the United States Life Insurance marketplace. The Life Insurance Industry in the U.S. is a tremendous market. For centuries this industry has been developing actuarial data and valuation procedures that deal with mortality and insurance based products. This data and procedures are now being used to value mortality within life settlement products, hence the industry is built on the experience and data of the life insurance industry, which provides a robust foundation for this asset class. Prior to life settlements, seniors who owned U.S. life insurance policies they no longer wanted, needed, or could afford were faced with either letting the policy lapse or surrendering the policy back to the insurance carrier for only a small cash value. The life settlement marketplace has provided consumers with a much needed option where they can receive substantially more than the cash surrender value. According to a study by ICR Life Insurance an alarming 55% of seniors in the United States have lapsed a life insurance policy. Looking deeper, current lapse statistics report a total of over a quarter million policies with a combined face value of well over 50 billion dollars. A policy owner’s decision for allowing an unwanted policy to lapse could be numerous, however most cases come down to a few simple reasons. One of the most common reasons boils down to simple affordability. As an individual progresses through their retirement years, cash flow can become a concern, and when confronted with choosing between expenses such as housing payments, medication and other essential living expenses, it is easy to see how a life insurance premium could be one of the first to be eliminated. Additionally many policy owners acquire life insurance for specific reasons, such as mortgage security for their families or “key man� policies for a business partnership or employer. Once these reasons are no longer a factor, many individuals may simply stop paying premiums and allow the now unwanted policy to lapse. The life settlement market provides all policy owners with a more attractive alternative to simply lapsing their policy or surrendering it for whatever small cash value might be present at the time. A life settlement can offer a policy owner a substantially larger value for their unwanted policy, providing funds that could be used to pay for healthcare, finance new life insurance or a myriad of other positive uses that the individual might be in need of. This is an essential
Carlisle Management Company
marketplace for a component of many individual’s investment structure that until now, might go unrecognized as a valuable portion of their financial planning. The diagram below illustrates the average transaction price in 2014 relative to cash surrender value. The potential benefits of this added value cannot be ignored. The life settlements market has become more sophisticated over the last several years. As evidence of this transition, the same actuarial techniques and advanced financial analyses used as part of the life insurance industry’s underwriting process have now been incorporated into the life settlement underwriting process as well. Similar models, mortality tables and underwriting guidelines were implemented as institutional investors became the most prevalent source of capital for life settlements. As the market has evolved, valuation, underwriting and transaction standards have been developed and recognized - further solidifying life settlements as an established financial market. Investors are interested in life settlements as an asset class because they can provide several attractive qualities as part of an investment diversification strategy. Some of these qualities include: •
•
• • •
Uncorrelated Returns – since cash flows are based on mortality events of individual policy holders, investment returns are independent of traditional financial markets. Strong Credit Worthiness - returns are backed by some of the world’s largest insurance companies. Attractive Yields - many investors are experiencing strong double digit returns. Regulatory Structure - the industry is highly regulated and structured. High Growth Potential - given the projected growth of the senior population, the industry is expected to continue growing – offering more investment opportunities.
III. Market Insight Life settlement transactions work very similar to real estate transactions. A seller will select a representative to place their asset in the marketplace,
where it is seen by potential buyers who then bid on the asset via their own purchasing agent. In the life settlement industry the seller’s agents are known as brokers who are normally contacted through a number of channels including insurance agents, estate planning attorneys, CPA’s, financial planners and sometime even direct by the policy owner. Once the policy is identified for sale, the broker will then communicate the availability of the policy to a network of licensed life settlement providers, or originators as they can be referred to, who serve as the buying agent for the potential buyer and also the settlement entity for the transaction once an agreement is reached. As a potential purchaser of a policy, the key idea is to utilize the same data and technology used by life insurance issuers to determine the value of a policy and identify its probable cash requirements. By doing this the purchaser has a clear idea of the resources needed to maintain the policy and ultimately yield a favorable investment return. By acquiring a large number of polices, a buyer can essentially diversify risk over an entire portfolio of policies. Each buyer must determine, based on their own expectations, what types of policies will work best as an investment. In order to do this, it is important to have a clear view of the current market which can be obtained through reputable independent data collection firms such as AA Partners in Zurich, who collect transaction data from the top tier of market participants and translate the data into overall market statistics. The life settlement marketplace focuses on an age group that ranges primarily between 65 and 95 years of age as seen in the graph at the top of the following page. This core range represents the majority of transactions, both in average size as well as number of transactions completed during 2014 as found by AAP. In terms of transactions, the graph at the bottom of the following page illustrates that just under half of the current market is made up of policies with face values of under one million dollars with polices between one and five million dollars representing a majority of the remaining portion. When examining transactions in terms of total face amount transacted in the marketplace these face
amount brackets tend to distribute more evenly demonstrating that higher face value segments have the ability to drive the market. Based on the current market insight, investors are profiting from this asset class, but procuring these life insurance contracts at an attractive discount rate that will yield an attractive investment return with minimal correlation to traditional financial markets and strong credit quality. Life settlements is becoming one of the most prevalent alternative asset classes today. IV. Risk Types and Mitigation of Life Settlements Investments In order to further evaluate life settlements, one must examine the three primary risks associated with the asset class. These three variables represent the major focus points of any mitigation strategies used within a life settlement investment structure. Credit Risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the fund. When a fund invests exclusively in U.S.-based life insurance policies, the insurance carriers represent the primary concentration of credit risk. The fair value of the life settlement policies includes the consideration of the credit worthiness of the life insurance issuer, and accordingly represents the maximum credit risk exposure to the fund. U.S.based life settlements have marginal credit risk because each insurer is required by law to maintain stringent reserve requirements. In addition, no U.S. life insurance carrier has ever failed to pay a legitimate death claim. The risk of default is considered minimal. However, in order to further mitigate this risk, open ended funds should seek to purchase policies issued by life insurance companies with at least an investment grade rating by a major credit rating agency. Furthermore, a well-constructed investment portfolio will diversify across a wide array of insurance carriers to minimize risk exposure to any one company. Longevity Risk When evaluating the value of life settlements, each policy must be reviewed for multiple quantitative aspects of the insured and their health to get a firm handle on the probability of death over a given timeframe. Understanding the broader implications of these small details within a life settlement transaction is important. One of the key pieces of data used during the underwriting process is the medical underwriting report, which is performed by an independent medical underwriter. Utilizing the latest mortality information, premium data, mortality tables and verification of coverage, an asset profile is developed and a valuation is produced by an independent valuation agent. A thorough review should then be conducted by a number of parties to create redundancy, and a detailed checklist utilized to ensure uniformity such that all criteria and regulatory requirements correspond to accurate underwriting and quality standards. Longevity risk is the biggest quantitative risk factor in the valuing of life settlements. In general, investment managers focus on reducing the economic impact of unexpectedly increased policy holder longevity.
Source: AA-Partners Ltd Zurich, 2015 Acquisition International - November 2015 13
more apparent diversification strategy for large institutions and asset managers. A study conducted by Prequin Investor Interviews in mid-2014 showed that thirty percent of managers interviewed had increased their alternative asset team over the previous two years.
Source: AA-Partners Ltd Zurich, 2015 In order to ensure this, a fund must review actual versus expected results and stress test different scenarios of mortality expectations in order to determine the impact that these stressed scenarios have on the value of the life settlement. This stress testing is typically performed on the current portfolio as well as on policies available in the market that are being evaluated for purchase. Given that longevity risk is difficult to predict, thorough statistical analysis is the best way to mitigate its potential negative impacts. A common way to accomplish this is to perform a Monte Carlo simulation on the fund’s portfolio on a periodic basis. This analysis provides the investment manager with insight that can then be used to make purchasing and liquidity management decisions. The analysis also provides a long term view of the portfolio’s investment strategy and expected results. Liquidity Risk Liquidity risk is the risk that the investment vehicle may not be able to settle or meet its cash obligations on time. The life settlement market offers a secondary market (tertiary for life insurance) that can provide investors with the opportunity to monetize their investments. Liquidity risk is managed by placing the majority of the fund’s assets in investments that can be readily disposed of in the tertiary market
when necessary. In order to ensure that the fund will receive the amount of liquidity it requires when it sells policies, it is important that it has utilized accurate mark-to-market valuation and accurate accounting practices. Albeit the time to liquidity can be lengthy, liquidity in the life settlement space is viable. V. The Economic recession and the importance of uncorrelated investments The last half decade has proven to be rather tumultuous time for the global investment community. 2008 brought with it the Global Financial Crisis, which many consider to be the worst financial destabilization since the Great Depression. In the years that followed the investment community suffered from a volatile ride driven by a myriad of economic uncertainties such as liquidity issues, corporate insolvency and fiscal uncertainty that made investing in the traditional assets classes challenging to say the least. As liquidity began to return to the markets, investment levels within the alternative assets sector started to increase. A large component to the reasoning behind this increase was the realization the incorporating assets with uncorrelated investment strategies into a portfolio could substantially reduce the volatility that plague the traditional asset classes during periods of economic uncertainty. As returns in the traditional asset classes continued to suffer, alternative assets became a more and
But even within the alternative assets sector in general, it can sometimes be challenging to identify truly uncorrelated investment products. Alternative strategies can sometimes retain key characteristics that could potential tie performance to economic drivers such as interest rates and movement in the equities market. With life settlements, the correlation to these traditional drivers is practically non-existent. As highlighted in the previous section, the primary risk variables of the asset class have little or no influence applied by variables such as interest rate fluctuations, swings in the stock market or other typical market drivers. Based on the structure of the asset class and its underlying assets, performance operated independently from interest rate fluctuations, equities and debt market volatility and other traditional influences. A life settlement, when held to maturity, will yield a set amount of proceeds, no matter whether interest rates are at one percent or twelve, whether the S&P 500 is above 2000 or at a 52 week low. VI. The current marketplace for life settlements Along with a steadily growing sector, institutional interest in the life settlements marketplace has been on a significant rise since 2010. As the benefits of a truly uncorrelated class of investment gained exposure across the investing community, larger and more established investment firms were drawn to the asset class, noting the relative simplicity with which a portfolio of life settlements can be applied to an overall long term growth strategy. Some of the largest names in the banking and capital management sectors now hold significant portions of participation in life settlements. Larger institutions do not always have the time required to build a portfolio of polices on a one by one basis which has given way to a tertiary marketplace where large blocks and sometimes even whole portfolios are bought and sold between investors, which has increased the industry’s liquidity. By the end of this past year, the tertiary market represented nearly 50% of the total transactions conducted in the life settlements sector. A growing senior population within the United States ensures that sources of quality policies will remain quite strong over the coming years. With the baby Source: AA-Partners Ltd Zurich, 2015
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Carlisle Management Company
boomer generation entering in the later phase of their retirement stage, there is no shortage of policies fitting the typical investment profile of a life settlement. With life settlements exposure growing steadily paired the various educations initiatives within the industry, more and more seniors are being alerted to benefits of a life settlement, however the potential of this one trillion dollar industry has barely been tapped. To understand the future potential growth within the asset class, once can examine of few current statistics collected by the industry associations. Conservatively, seniors age 65 and older are lapsing or surrendering over 250,000 life insurance policies annually, totalling well over fifty billion in face value only taking into account universal life policies. If you add Whole Life and Term policies the number could be nearer to one million policies. In 2013, according to the Life Settlement Report, less than 1500 policies were sold by consumers in the secondary market, therefore, the life settlement market is less than 1% of the number of policies that are lapsed or surrendered annually by seniors age 65 and over. This makes very apparent the sheer growth potential that life settlements possess. Carlisle have taken notice of this amazing growth opportunity and are dedicated to ensuring that their investors are in the optimal position to benefit from the future growth and diversification that this asset class represents.
Source: AA-Partners Ltd Zurich, 2015 pavel dudek / Shutterstock.com
VII. Choosing the right investment vehicle and investment manager The life settlement market is growing, and is also evolving into a more professional and liquid market that opens up opportunities to a greater number of investors and investment vehicles. The correct investment vehicle, can provide investors with a structured solution into accessing the asset class while providing ample liquidity and robust reporting. The investment community is taking note of this and taking advantage of this value proposition. Fund managers must challenge the life settlement market by closely monitoring actual versus expected mortality results, find ways to mitigate longevity risk, and implement a sound mark-to-market valuation methodology. In addition, investment vehicles must be sufficiently diversified to provide risk mitigation in multiple fronts. If executed properly these variables will provide an investment proposition with a diversified asset pool that can help investors generate uncorrelated returns that will significantly bolster their diversification strategy. Carlisle Management has specialized in life settlement since inception. The company believes in providing the investment community with the life settlement investment opportunities that outperform the market. Carlisle’s funds were designed for investors seeking greater sophistication in infrastructure, mortality and liquidity profile, offering a smarter approach to investing through mark-tomarket valuations, favorable domicile, and advanced mortality modeling. Over 80 years of combined experience has provided Carlisle with a strong network of global contacts, the ability to adapt to changing condition and has allowed the organization to build on its unrivaled expertise in the entire life settlement value chain and global capital markets.
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d
CEO of the Month It’s no coincidence that at the helm of the world’s most successful companies sit innovative and creative business leaders. With the consistent stream of challenges thrown at them over recent years, leading and innovative CEOs have never been more deserving of recognition. Over the follwing pages, we have collated a series of articles, showcasing the work of these dedicated and distinguished professionals and highlighting how they have made their mark on the corporate landscape.
CEO of the Month
Diversified Systems Resources LTD is a Business Management firm specializing in the implementation of Broadband technology. The firm’s CEO John Bond profiles the firm for us and outlines his own role in the business and his involvement as the company rose to success. Company: Diversified Systems Resources LTD Name: John Bond Email: information@dsrglobal.com Web: www.dsrglobal.net Telephone: +1 800.843.7606 x1877
DSR is the technical arm for projects related to broadband provisioning and support for that technology for businesses. The capabilities of broadband communications in today’s competitive business environment are a necessity for entities of all sizes. Having been in operation for 33 years, DSR became a leader in the communications field early and has maintained a technical edge in that area increasing the number and breadth of projects year over year. As the CEO in a technical enterprise, my responsibilities are geared more to paving the way for the organization’s technical personnel to carry out their work using the most efficient and practical paths to provide our services. This entails maintaining DSR’s relationships with legal, financial and governmental entities and includes oversight of all accounting and HR functions. Most major decisions are reviewed by me prior to execution as the CEO and owner of the business, placing me in a good position to oversee the general direction of the firm. Even though delegated authority allows managers to take care of some major items for their areas – infrastructure decisions and those with large financial commitments are those I see the most. While I do have my own vision for growing the enterprise – because of the diverse technical nature of our work, all people in the company are encouraged to participate in shaping the future we all seek. My background is firmly rooted in accountancy, but I have always used innovation and imagination to integrate technology into my work. This combination came in handy at the incorporation of DSR, but it has also served me well through the development and expansion of the company.
After graduating college with a degree in Business Administration, I began working in programming and systems design. Even though my major was in Accounting, I was more enticed by the problem solving using technology. I became a Certified Public Accountant (CPA) but continued to pursue projects at the TENNESSEE VALLEY AUTHORITY where I was able to use both the accounting skills and technology to solve problems. I was assigned to the Controller’s office and later transferred to the office of engineering design and construction where my work took me into scheduling critical paths for construction of nuclear plants. After several years I decided to start my own business and provide services in systems design and programming. The journey from starting a business to becoming highly respected in our industry has provided the firm with a number of exciting challenges. As technology continues to change, so do we, and working in an ever evolving industry is one of the toughest challenges of all. In order to deal with it we have a very large R&D/2nd level group that works with new technologies in beta testing and solving problems as new projects get ready to start. There is typically a test group used by 2nd level to test and modify protocols for provisioning and supporting new customers/projects. Another challenge is always retaining customers, and we do this by ensuring our client service is primary in training and monitoring of our people. A large section of our company policies are geared toward how customers are to be treated. Without our clients, there’s no company or jobs for our staff. There are also a number of advantages to setting up a business such as ours. We were able to choose our own location, which has bought us a number of advantages. Being almost in the middle of the country, we are able to easily support customers on either coast. In addition to this with a 24/7 operation, we are also able to support customers in other areas of the world as well. The length of time DSR has been in business provides a lot of history on our work, and our reputation has grown steadily over that time. Also, as a privately owned company, we can make decisions quickly to take care of issues that arise and adjust quickly to changes requested by customers. Many companies cannot make decisions and react quickly to customers’ needs. For the future, we will continue to stay on the leading edge of technology and provide the very best customer service possible. The past has taught us that when we take care of our customers – the future is always bright.
Acquisition International - November 2015 17
Sparx Systems is a global software company specialising in high performance visual modelling platforms for planning, designing and constructing software-intensive systems. We speak to CEO Geoffrey Sparks about how he has steered this dynamic and innovative technology firm to the top of this competitive industry.
Sparx Systems grew out of my desire to build effective visual modelling and design tools whilst at university during the early 1990s. I first started developing process mapping tools for gaming software and became strongly aware of the need for tools that supported process development and architectural design.
Company: Sparx Systems Pty Ltd Name: Geoffrey Sparks Email: sparks@sparxsystems.com Web: www.sparxsystems.com Address: Po Box 12, Creswick, Victoria, 3363, Australia Telephone: +61 3 53 451140
Our platforms are used by systems designers, corporate planners, business analysts, enterprise architects, standards developers and software engineers. Sparx modelling software is widely used in finance, defence, government, aerospace, automotive engineering, geospatial, entertainment, health, smart grid, aviation, retail and telecommunications. In addition to this, over 80% of Fortune 100 companies have licensed Sparx Systems flagship modelling platform Enterprise Architect. Enterprise Architect is used by companies of all sizes from large, well-known multi-national organizations to smaller independent companies and consultants. Enterprise Architect is also deployed across a wide range of industries including: banking, web development, finance, medicine, military, research, academia, transport, utilities (gas, electricity, etc.), electrical engineering and many more. It is used effectively for Unified Modeling Language (UML) and business architecture training purposes in many prominent colleges and universities around the world. First developed in 1998, the Sparx Systems Enterprise Architect modelling platform was commercially released in 2000, and has enjoyed more than 15 years continuous development and growth. The product came about when we saw an opportunity to bring Enterprise Architect to market at a time when the optimization of IT systems became a key facilitator for growth and innovation across an organization, not limited to an isolated department. We were also the first platform to support the UML 2 standard with this innovative product. In the past decade our user-base has grown from 30,000 to more than 350,000 individuals worldwide, however, we have always ensured that Sparx Enterprise Architect provides robust support for team-wide collaboration, and can scale up from single-user deployment to teams with dozens or even hundreds of collaborators including remote collaborators. My firm is now a leading vendor of innovative solutions based on the UML and its related specifications. We’ve been involved in supporting the ongoing development and refinement of UML by contributing to the process as a member of the Object Management Group (OMG) and also being early supporters of iterative versions of UML as
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they became standardised. Sparx Systems has always remained strongly independent and highly committed to maximizing the benefit of open standards developed by such organisations as the OMG and the Open Group. This allowed for corporate and government bodies to adopt UML quickly, thus realising the competitive advantage that the modelling provides. Enterprise Architect is a comprehensive platform that can help to model, design, construct, test, deploy and manage systems. The product offers exceptional value and has been priced to ensure that a copy of Enterprise Architect can be on every staff member’s desk, from the developer, tester and business analyst, through to the system architect, enterprise architect and CEO. This enables every member of the team to have a shared vision of the organisation. Enterprise Architect delivers all the tools that would be expected in an industrial strength modelling solution, in a single, highly functional, low cost package. I have a strong personal background in software development and design, which I integrate into all of the firm’s activities. As a late comer to the IT industry, I have had the opportunity to work in a variety of diverse occupations prior to developing Sparx Systems’ core software, Enterprise Architect. Early experience in manufacturing jewellery established in me the necessity for building solid and reliable tool chains that converted raw materials in to high quality commercial goods. Further experience as a designer deepened my appreciation of the visual experience, and with a decade’s experience of building tools and games for the emerging PC market in the late 1980’s, I started work on tools that were specifically designed to support visual modelling of software and business systems. With a solid background in design, manufacturing, marketing and management, I remain committed to the task of building the tools necessary to facilitate the use of a wide range of powerful open standards, and to the delivery of those tools to our customer base as effectively and rapidly as possible. As CEO of Sparx Systems I play an active role in assessing the value of new technologies and emerging standards and finding innovative and exciting ways to help our customers realize their benefits and integrate them into their own IT models, architectures, systems, processes and software. Like the company’s flagship product, Enterprise Architect, Sparx Systems’ business model has several unique characteristics, which are difficult to emulate and which therefore provide very effective barriers to competition.
CEO of the Month
Several unique aspects of the business model combine to define Sparx Systems competitive strategy, which includes a very strong focus on product quality, product functionality and adherence to standards, which supports the ability of Enterprise Architect to meet the new challenges that come with industry change. Furthermore, for a decade, the price of Enterprise Architect has been purposely maintained, virtually unchanged at price affordability levels that are fractions of the cost of competitor solutions. This enables equity of access to Sparx Systems technology that has translated into a popular user experience, currently shared between 350,000 + Enterprise Architect licence holders, worldwide. Our market position is to deliver a truly integrated modelling, design and construction platform that enables affordable collaboration and redefines the modelling practice. We have always tried to provide the maximum benefit to our users by integrating a wide range of full lifecycle tools and capabilities into our offerings that provide significant advantages to our clients. Project management tools, requirements, documentation and reporting capabilities, simulation, testing and scripting make Enterprise Architect an ideal platform for taking diverse projects from concept to reality.
Enterprise Architect was developed with several key design rules in order for project teams to be able use a single platform, thus negating information flow blockages that invariably impact on performance. We’ve also identified that every stakeholder and contributor within a project scenario needs access to the central information base and as such Enterprise Architect remains to this day to be affordable for all. Additionally, unlike the majority of competitors Sparx Systems outsources services such as consultancy and training, via our global partner network. Without obligation for direct delivery of this service Sparx Systems focuses on product excellence, while delivering a highly responsive product support service, for which the company is globally renowned. We have reached out to experts in reselling, training and consultancy services and created a global partner network to support client companies. Several Enterprise Architect User Groups located in Asia, Europe and North America run regular events that foster very valuable collaborations. To ensure the platform is as useful as possible, we believe everyone needs to have access to the model so they can contribute where necessary. Our pricing reflects that, and has made us extremely competitive.
Taking this one step further, we also provide a ‘lite’ version of Enterprise Architect that supports both viewing a model and the ability to contribute to discussions and reviews, allowing customers and other stakeholders to freely explore work in progress and to offer comments, suggestions and refinements. Our ultimate goal for the future is to have a copy of Enterprise Architect on every laptop and desktop. We are also keen to see the development of open standards within the Enterprise Architect platform, and will continue to work towards this. We would also like to enrich our network of industry alliances, which have helped us to achieve the success we have today. Currently, Sparx Systems has a global network of consultants and training providers, including many long standing partners in the United States. We have also established sister companies around the world that provide localized support and distribution of Enterprise Architect. Sparx Systems also has translated Enterprise Architect into French, German, Japanese, Spanish and Chinese, to offer a truly international, global solution for a company of any size. In the future we are keen to establish a wider collective of industry supporters so that we can grow at an increased rate and continue to provide our clients with a top quality service.
Acquisition International - November 2015 19
SynGro is a leading customer experience technology company who provide next generation customer experience reporting and analytics software to empower enterprises with the customer insight they need to drive profitable action. We got in touch with Keith Schorah, CEO of SynGro, to find out more about the innovative solutions they provide for their clients. SynGro’s global clients integrate customer feedback with financial, operational, and CRM data to make business improvements of unambiguous value. Their clients collect customer insight from more than 80 countries and in 30 different languages.
Company: SynGro Name: Keith Schorah Web Address: www.syngro.com Email: investineye@syngro.com Address: 2 Deer Park Avenue Fairways Business Park Livingston, West Lothian EH54 8AF Phone: +44 (0)131 564 1571
Before founding SynGro, Keith worked in sales and marketing and has always had a passion for a customer-centric approach to business. He has a marketing-led MBA and after a position as the Regional CEO of a US-based software business he decided to set up his own marketing consulting business that championed the virtues of customer centricity, before it was the accepted norm that it is today.
As a cloud-based business tool, and not an IT-owned stack solution, SynGro Eye empowers staff across the business to quickly find the insight they need to make profitable changes in the business. Workflow functionality also helps organisations drive specific actions from customer insight.
Almost a decade ago in 2006, Keith began developing technology that would help organisations be more customer-centric. At the same time, a new technology movement called Enterprise Feedback Management, or Voice of the Customer solutions as it is now known, was gaining ground in the USA. The focus was on customer and client feedback surveys, and being able to create actions to drive behaviours in large organisations. Keith spearheaded this methodology and these principles in the UK and Europe.
“It’s called SynGro Eye because it’s not just about organisations gaining an understanding of what their customers think of them,” says Keith. “But rather, it is about gaining a full view of the customer, and understanding what the future may hold for organisations who get it right. We are profoundly aware of the importance of the key tenets of customer intelligence and insight, and I am personally leading the development of SynGro Eye and the roll-out of the software. ”
Two years later, SynGro rolled out its first Enterprise Feedback Management system. In addition to providing this technology, SynGro offered the necessary education and consulting to help global organisations adopt these new processes and transform their businesses. Although these processes are now the norm, Keith believes that this really was a ground-breaking service at the time. “It seems obvious today that organisations understand the benefits of customer centricity,” says Keith. “However, our company was one of the early pioneers that adopted this view of business and promoted this message”.
When asked what separates SynGro from their competors, Keith believes that they are distinguished by three ‘Ps’: their principles, their products, and their people. “With regards to our principles, our customers are at the centre of SynGro. We have developed our new software product with the market, for the market. We intend to continue engaging with our customers through our bespoke user forum. Through this forum, our customers can ask for tips or guidance, search through a library of ‘How To’ videos, and make recommendations for improvements to the software. As for people, all of our staff are fully engaged with the vision of the company, and with the principles of customer centricity. Our product responds to a widely held need, and will help organisations put the customer at the heart of their business – whether they are an SME with a handful of key clients, or a global enterprise with multiple offices and tens of thousands of employees.”
“More recently, we have seen the customer experience market shift as businesses look for higher value from their software platforms. In response to these developments, we have introduced our new product - SynGro Eye. This is a SaaS tool that combines multi-structured, multi-format customer feedback from a variety of channels, and then, crucially, correlates this feedback with information from CRM, financial, and operational systems to provide an holistic view of the customer. In essence, our software transforms large volumes of disparate customer-based data from across the organisation into highly accessible and detailed customer ‘insight’. “Customers today are more empowered than ever before, have high expectations, and they have access to a range of products,” added Keith. “Traditional advantages such as price and product features are becoming less competitive. Customer experience has become the key differentiator, and customers are more likely to be loyal to companies that provide very positive customer experiences.” 20 Acquisition International - November 2015
Keith notes that the Customer Experience industry is also changing. “As organisations look for higher business value from their Customer Experience programmes, traditional practices and technology platforms are evolving to keep pace. Customer intelligence practices and platforms that offer customer insight as well as feedback are emerging in response to this.”
As a business leader, Keith ensures that customercentricity is at the heart of SynGro. The corporate strategy and vision has also been created in collaboration with all SynGro employees. “Everyone understands the importance of their role in the business,” says Keith. “And everyone has a strong understanding of the market SynGro is operating in. SynGro are considered thought leaders - a position we work hard to retain - and we regularly publish white papers and briefing papers, and run informative webinars for customer experience professionals, and those interested in customer experience.” A testament to SynGro’s status as an industry leader is that Forrester Research, an independent technology and market research company, listed
CEO of the Month
SynGro as one of the Top 10 global Voice of the Customer vendors in 2014. “We believe that our global reputation is sustained by listening to our customers and the market, placing the customer at the centre of the business, and maintaining our position as thought leaders in the customer experience world. The SynGro Eye beta programme is a prime example of this. Earlier this year, a number of high-profile organisations spent several months using SynGro Eye in its beta form. In doing so they helped to shape the end product, as several improvements were made to Eye in response to beta user feedback. Now that the beta programme has ended and the product is on the market, we will continue to engage with our customers through our user forum. As well as communicating with us and other users in the forum, customers can suggest improvements to the software and help us prioritise our roadmap for product development. This enables our clients to future proof their investment in our software.” Of course, Keith says, simply listening to customers is not enough. It is equally important to respond and react to the feedback from your customers; indeed, this is crucial for customer retention and for business growth. “That’s why SynGro Eye helps organisations follow up with actions from insight, to improve customer satisfaction, reduce customer churn, and increase business revenue and growth.”
Although most businesses today recognise the importance of providing the best possible customer experience, some customer experience platforms fall short of providing the best possible results. “Many existing technology platforms fail to provide business users with customer insight because they struggle to address the most common operational challenges i.e. they do not offer the flexibility of data integration from across multiple channels and areas of the business, and offer limited reporting functionality. They are also often stack solutions, rather than web-based, and are therefore usually managed and owned by IT departments and business analysts. This means business users often cannot gain access to the specific information that is important to them, because the software platform is not self-service.” As a UK based business, Keith believes that organisations in the UK and in Europe generally place a greater emphasis on proving the return on investment of any software spend, particularly when compared to their US counterparts. “Fortunately for both ourselves and our clients, Eye helps business professionals calculate the ROI of customer experience activities, to make a perceptible connection between customer experience and business outcomes,” Keith explains. “It does so by integrating customer feedback with the businesses operational and financial data. This provides a financially accountable, real-time
visual representation of the customer, allowing the organisation to prioritise actions to drive the highest impact. For example, business users can verify how much revenue is at stake if a customer becomes disaffected or indeed how much their most loyal advocates are actually spending with the business, and the business can take action accordingly. As a B2B business based in the UK, we really do have to work harder to prove the ROI of our software.” Looking to the future, Keith has identified the US as a major target market for SynGro Eye. “The US customer experience market is more mature, and has progressed from gathering customer data to utilising its value. In addition, there tends to be more data silos across US organisations. Up until now, SynGro has been self-funding, however I see promising global market opportunities for Eye, and we have pin-pointed the US as a major target market. Accordingly, I am in the process of raising funds to help grow this exciting new proposition in the global market. “Above all, our main goal for 2016 is to continue to listen to all our customers, to seek their feedback, and to ensure Eye responds to their needs and is the best it can be.”
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Nissha is a technology provider of widely diversified printing technologies. At the helm of this highly innovative company is Junya Suzuki, who spoke to us about his company and how they consistently deliver for their clients.
Company: Nissha Printing Co., Ltd. Name: Junya Suzuki Web Address: www.nissha.com Address (Company Headquarters): 3 Mibu Hanai-cho, Nakagyo-ku, Kyoto 6048551, Japan. Telephone (Company Main Switchboard): +81 75 811 8111
Nissha’s customer base is extended to various industries such as IT handsets and terminals, automotive interiors, home appliances, consumer product packaging, gas sensors, healthcare materials and wireless networking services in the international market places. As a company working in the printing technology sector, Nissha defined the business domain back in the 1960’s and have since expanded it to: “we print on everything but water and air.” As Suzuki explains: “The most traditional understanding you may have for printed matter is something like a book or commercial handout, but this has not been our main focus. The leading products that Nissha has been delivering over the past decades are decorative films and touch sensor films which are enabling us to deal with world’s first class customers. Moreover, we aim at new frontiers, expanding territories through vertical integration from raw materials (upstream) to module assembly (downstream).” Nissha has been listed in the Tokyo Stock Exchange and are a public limited company. As a result, they are always looking at maximizing their shareholders’ value. Suzuki’s role as CEO is not only to delight their shareholders, but also to satisfy other stakeholders like customers, employees, suppliers and the local society that surround them. “My mission is to establish trust from all stakeholders in Nissha,” says Suzuki. “I call this “Nissha’s Circle of Trust with Stakeholders” and this idea is shared by all of Nissha’s employees, and is a powerful value of ours.”
Nissha has integrated our standard of thought, rules of conduct and corporate mission into a Corporate Philosophy for disseminating across the Nissha Group. “Across the board, everyone breaks their responsibilities down to his or her daily activities and achieve their own specific list of goals,” says Suzuki. “Furthermore, everyone’s activities are described in the Strategy Map and measured by key performance indicators (KPIs). At the foundation of everything we do is our can-do spirit. This has been the very core identity of Nissha since its foundation. When Naoki Suzuki, founder and also my grandfather, started the company in 1929, he stated that we will do what anyone else cannot do. This philosophy exists in the heart of Nissha People and is part of our code of conduct. “Our connection of strategy and action is prevalent in every aspect of the business,” says Suzuki. “This is particularly prevalent in our M&A growth strategy, and we are an aggressive player in this area. Whenever a new company comes and joins us, I immediately visit them and get to know them as well give them my thoughts and opinions on how we can move forward. I believe this really motivates them to be more efficient and really take action.” As globalisation continues to change the corporate landscape, Nissha are no exception to the many challenges and opportunities it presents to businesses across the globe. “I believe globalization has led to significant changes in Nissha,” says Suzuki. “It has totally changed the company’s development from a Kyoto company to a global company in terms of business portfolio, employees’ capabilities and way of thinking. “At the time when I joined Nissha in 1998, the global market only accounted for 10% out of the total revenue. During this time, I firmly believed that our technology should be more known and used among the global society. As a result, I aggressively conducted my team to carry our marketing and sales strategy to the then growing sectors such as mobile phones, personal computers and automotive interiors. Today, Nissha IMD (a highly sophisticated decorative technique on plastic by heat transfer foil) has become the industry standard. Furthermore, Nissha FineTouch is the customer’s first choice in the sensor film sector.” As the company has evolved throughout the years, instilled in their culture is a passion to continually innovate and develop their services. “Seeing customers tells what you should do next,” says Suzuki. “And you should never be arrogant about your past success. Our approach is to just stay modest and see what we can and cannot do. We view our clients as not only a business counterparty, but also someone who can teach me something that I don’t know. Whenever I visit clients, I try to learn about what their needs are, which helps us bring an even better service to our clients.”
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CEO of the Month
In order to ensure that they stay ahead in their industry, Suzuki always has his eyes on an emerging developments or trends that affect their business. “One of the obvious trends that the global printing industry is currently directing, in my opinion, is how narrow it can go and how high it can stack up,” says Suzuki. “This relates to the technologies of ink jet and 3D printings from raw materials and equipment points of view. Another aspect that I am looking into is something similar to functional printing. Printed electronics has been considered as a new frontier, however there is no substantial commercial howling success seen so far in finding application. Personally, I think it has a tremendous potentiality if its functional or sensing capability is well merged to wireless technology. Some people believe that printing belongs to the dinosaur age, but I would firmly disagree. As I mentioned earlier, it is all a matter of definition.”
When looking towards expanding Nissha’s global footprint, Suzuki has set his sights on a number of emerging markets and regions. “I expect us to expand our services in emerging regions such as Latin America, Southeast Asia and Africa,” says Suzuki. “As their growth in volume and quality of life goes higher, we are gaining opportunities because our technology is characterised as a premium solution. In recent events, even emerging countries are trying to prevent environmental hazards from expanding in their own areas, and Nissha would like to provide sustainable products and services for this trend.
“Looking further ahead, Nissha aims to become a unique printer in terms of process, engineering, value chain integration, customer portfolio and our employees’ skill. I believe that this will quash the idea that printing is obsolete, and bring it into a new age.”
“In order to reach our expected growth, we are seeking opportunities that acquire the relevant capabilities in those emerging regions to reach customer bases. Our target is the segment which requires premium printing for the sake of enhancing their quality of life. I believe it will not be something like book printings but functional materials and packaging for healthcare or medical applications that are covered by printing technology.
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The CloudFX Group is a multi-discipline Cloud Platform and Solutions firm. We speak to CEO Damian Crotty who discusses
At the CloudFX Group we specialise in providing a range of services including strategic advisory, cloud services automation, cloud operational transformation, SaaS based IT decision support tools and multi-vendor cloud brokerage and management.
Company: CloudFX Group Name: Damian Crotty Email: Damian.Crotty@cloudfx.com Web Address: www.cloudfx.com Address: CloudFX Pte Ltd, Singapore HQ, Winsland House I, 3 Killiney Road, #04-05, Singapore, 239519 Telephone: +61 437838558
The overall purpose of our company is to provide clients across all industries and regions with independent, industry leading advice and solutions in an effort to help them navigate the journey of IT Transformation and realise measurable and significant financial results be those revenue creation or cost rationalisation. Our business operates across all markets in Asia Pacific and our intention is to bring our Industry leading platforms, CloudSelect and CloudConsult to Europe and the Americas in 2016. My own role as CEO is to lead, inspire and bring value to our clients and employees through industry leading solutions and value creation. I achieve this by defining the products and solutions clients will need to transform their businesses through technology, unlocking value and improving the way they execute and realise financial success in the markets they serve. As CEO, optimising our strategy and operating structure, hiring great leaders, building a winning culture and delivering long term shareholder value are all critical elements of my role, and I dedicate my experience and industry knowledge to achieving this. Among the hardest aspects of my role is executing effectively our business strategy and optimising the outcome’s that I have defined for the business. The key elements are ensuring this strategy is well understood by everyone responsible for its execution, so communicating clearly and regularly, having a business management system in place that provides visibility to the KPI’s you’ve defined so that you can measure and manage the quality of the businesses execution and finally, aligning compensation and training around those goals so people feel motivated to perform their best and confident they have the skills and capabilities to perform. Ensuring that my business strategy and goal are upheld at all times is particularly important when working through challenges. I launched my business in 2009, in the aftermath of the crippling global recession, which presented me with a number of issues financially. These problems were compounded by other factors related to our location in Singapore, such as Asian customers readiness to embrace transformative technologies, those same customers being typically risk adverse around working with new company’s and identifying the talent necessary to build a great business. Despite those challenges, virtualisation and cloud solutions unlock unprecedented value for customers and has the capacity to save company’s significant expense whilst opening up new capabilities that drive positive P&L outcomes, which is why we have continued to thrive despite these problems.
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Despite these issues we had at our inception, the Asian technology market is diverse, dynamic and presents enormous opportunity. The tendency to look at Asia Pacific and Japan as one large homogeneous market from those outside of Asia underestimates the complexity of operating in this region. The market here is widely diverse in many categories, with mature and progressive technology markets like Australia through to several emerging geographical markets that make up ASEAN (South East Asia) and then massive homogenous markets like China and India. If other firms can work out how to work across such diverse markets culturally, maturity and complexity, Asia Pacific is truly a market of significant opportunity. Currently the software technology market is in a good place as there has been a step change in the adoption of products, cloud particularly, so the outlook for our business and others in this space is truly exciting. As such we predict many years of positive growth and significant change over a five to eight year horizon. Overall Asia Pacific is a challenging but unique set of markets. Some are very large such as China, whereas others are small and fast growing like Vietnam, so operating across a region of this size and cultural diversity can be a challenge. The other challenge we have found operating across Asia is that you are working across 15 different markets so driving consistency in culture, execution and strategy makes having a data driven management system that’s process and systems driven is a fundamental part of working across these geographies. Globally the software technology industry is also in a good place, with a combination of interplay factors that highlight a wide range of opportunities that are now available through mobility. These opportunities stem from developments in technology, with virtualisation technology enabling an anytime, anywhere, any application capability, cloud computing and particularly SaaS, new applications on new devices, enhanced network performance and connectivity. Within each of these categories there are challenges around maturity however this space is evolving quickly so it is important to harness the opportunity that these factors present to both customers and suppliers. In order to capitalise on these opportunities, strategic agility is the key, for example utilising the ability to be able to anticipate what customers will want and need to enable their goals and objectives. Fortunately, in the current technological age there is a wealth of information available so the ability to be able to piece disparate data points together into a cohesive strategy and then working closely with customers to understand their concerns and
CEO of the Month
challenges enable us to remain aligned, but more importantly ahead of our competitors and deliver disruptive products and services to clients which keep them ahead of their competition. As a result, I have found as a firm that we need to lead with insight, which means challenging the way our clients think so they understand the opportunity available to their business if they embrace change. Beyond that our approach to our clients revolves around committing to servicing their needs, executing on their commitments, over communicating and allocating our best resources to deliver on the expectations we have created is important. On a personal level, I try and build strong personal relationships with our key customers so that we have a direct connection and I can be responsive to their needs and requirements, this builds trust, rapport and openness.
It is this personal relationship, alongside our capability, which makes our firm unique. People, products and platforms and a true, unwavering sense to help our customers achieve their goals are all vitally important aspects of the way we work. As such we have built capability others don’t have and would be difficult to replicate and we are manically focused on continual innovation and doing things better. We never rest on our laurels and we know that we can always do better and improve the way we operate and serve our clients.
The other exciting prospect we have moving forward is that this market is in its first decile of maturity so we have 10+ years of double digit market growth ahead of us with very attractive CAGR’s so there is only opportunity ahead and with Europe and American expansion, new products, new services and new capabilities in our pipeline. Growth looks attractive and the opportunity to truly make a difference to our customers business remains real and increasingly relevant.
Looking to the future we see an excited time ahead and we all firmly believe our brightest days are ahead of us. Our product roadmaps look exceptional, the products already built can be evolved, and we have cloud E-commerce market places in every Asia Pacific market, great people and excellent customers so the fundamentals look strong.
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CFO of the Month Recent years have been dominated by a recessionary climate characterised by economic uncertainty, low-confidence and under investment. CFOs have had to readjust by cutting costs and exploring alternative areas for growth, however successful CFOs have used the recession to emphasise the importance of their skills at board level and have made changes in strategy in order to maintain growth.
CFO of the Month
As one of the top renewable energy companies in the world, Renewable Energy Systems (RES) has been providing services in development, engineering, construction, and operations since 1982. RES has been active in the Americas since 1997, where the company developed and constructed its first wind project in the United States. Following that, they entered the Canadian renewable energy market in 2003, followed by the Chilean market in 2010. In total, RES in the Americas has a renewable energy and storage construction portfolio that exceeds 8,000 MW and over 80 projects, as well as 650 miles of transmission lines. In addition, RES has a robust development pipeline of wind, solar, and energy storage projects across North America, and the company currently operates more than 300 MW of renewable energy and storage projects in the United States and Canada. We spoke to Paul Walker, CFO of RES in the Americas, about how he ensures adequate financial resources continue to drive the company towards further success. Company: Renewable Energy Systems Name: Paul Walker Email: paul.walker@ res-americas.com Web: www.res-group.com Address: 11101 W. 120th Avenue, Suite 400, Broomfield, CO 80021 Telephone: 303-439-4200
The RES Group of companies has developed and built 10 GW of renewable energy capacity worldwide, and has an asset management portfolio exceeding 1 GW. They are also active in a range of energy technologies including onshore wind, solar, energy storage, transmission, and demand side management (DSM). In the Americas, as CFO, Walker undertakes a number of responsibilities to ensure that their finances are able to facilitate these demands. “I ensure compliance and accuracy with all reporting requirements and protect the assets of the company,” says Walker. “I also ensure adequate financial resources are available to drive the company’s strategy and to allow rapid decisionmaking. In my role, I help execute the long-term strategy of the company as well as complete financial planning and forecasting. Additionally, my team covers deal closings, risk management and insurance for the company, IT systems and security, as well as general accounting and tax.” Before becoming CFO of RES in the Americas, Walker has acquired a wealth of experience that is of great benefit to the role he does today. “While Finance Director for the Northern Europe and Asia-Pacific businesses of RES, I oversaw the financial and commercial areas for the region,” says Walker. “Responsibilities as Director of Financial Planning and Analysis included a company-wide implementation of a new financial reporting structure, a monthly presentation to the Group Board of Directors on the company’s financial performance as well as serving as a member of the Group Risk Investment Committee. This experience has vastly prepared me for the CFO role, and established a broad foundation for serving on a cohesive team to lead RES in the Americas towards the future and implement ambitious plans to expand our footprint in the industry.” In the currently thriving sector of renewable energy, RES is at the forefront of efforts to transition to sustainable energy policies that will support continued investment in renewable energy, economic development, and job creation. Furthermore, RES staff participates actively in a number of renewable energy trade associations like the American Wind Energy Association (AWEA), Canadian Wind Energy Association (CanWEA), American Wind Wildlife Institute (AWWI) and Solar Energy Industries Association (SEIA). As Walker explains: “Working
closely with these trade associations and other industry partners at the federal, state, and local level to helps find solutions to shared challenges.” RES is positioned to help lead global markets toward a clean energy future with the in-house expertise to develop, engineer, construct, and operate gridconnected and customer-sited energy projects. “Offering our services across a diverse portfolio of energy technologies, including wind, solar, energy storage, transmission, and DSM allows us to address an array of energy challenges in a responsible and sustainable way,” says Walker. “This strategy positions RES for continued growth and as a top sustainable energy company in the world.” Across the board, RES is a people oriented company and believe that the relationships that they have built are the building blocks behind their success. “At RES, quality people and partnerships are what make our business thrive,” says Walker. “We empower our employees to make a positive impact in the communities where we operate. At our core, RES in the Americas is a construction company with a commitment to maintaining a strong safety culture to ensure everyone goes home safe every day. “It’s also built on a foundation of self-improvement,” says Walker. “RES encourages employees to develop, enrich, and enhance their careers by attending workshops, training courses, and conferences. We also permit employees to volunteer time each month in their local communities to support and give back to the causes that are important to them.” Looking towards 2016 and beyond, RES aims to close more deals (including their first deal in Chile), increase their market share, as well as progress their distributed, energy storage, DSM, and other new business offerings. “Above all,” says Walker. “We will continue to look for new solutions to support an ever changing energy market and maintain the culture we have today in the organization.”
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CIO of the Month ZenithOptimedia is a leading global media services network with over 7,500 people working in 262 offices across 74 countries. We speak to CIO and Head of Data Sciences Ian Liddicoat about the vital role he has played in the agency’s success. Please give us a brief, overall description of ZenithOptimedia and the work you do. ZenithOptimedia is a leading global media services network with over 7,500 people working in 262 offices across 74 countries. We are part of Publicis Groupe, the world’s third largest communications group, and the world’s second largest media agency group. Company: ZenithOptimedia Name: Ian Liddicoat Email: ian.liddicoat@zenithoptimedia.co.uk Telephone: 020 7961 1000
As the first agency to apply a rigorous and objective approach to improving the effectiveness of marketing spend, ZenithOptimedia delivers to clients the best possible return on their communications investment. This philosophy is supported by a unique approach to strategy development and implementation across the full spectrum of paid, owned and earned contact points – the Live ROI! planning process. The ZenithOptimedia Group of companies equips our clients with a full range of integrated skills across communications planning, value optimisation, performance media and content creation. Tell us more you role and responsibilities as CIO. Are there any additional responsibilities you hold alongside this role? I am Chief Information Officer (CIO) and also Head of Data Sciences. As CIO I am responsible for defining and implementing our strategy with regards to data, technology and analytics. The majority of my work is client facing and as digital, programmatic buying and the use of data increases in importance it is an interesting time. Data Sciences has a broad remit that includes software development, data visualisation and consulting. Within Data Sciences sits Ninah, which delivers a broad range of analytical products including digital attribution, econometrics and longterm brand effects. The integration of the people and products across these disciplines and connecting them to our strategic planning product is a unique feature of our business. Please tell us about your approach towards hiring staff. How do you ensure you source and retain the best talent in the industry? In our industry the best talent is in high demand so we use a wide range of specialist recruitment companies, particularly for developers and analysts. We are fortunate that our own talent team has taken the time to really understand our specialist field so our recruitment process includes a number of modelling or coding tests for specialist roles, particularly in areas such as machine learning. Retaining staff in this field requires a focus on advanced techniques and ensuring individuals are exposed to wide range of markets, industries and business issues.
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Please give us an insight into the Return on Investment market currently. What are the challenges/ opportunities you find working in this market? ZenithOptimedia is uniquely positioned as The ROI Agency. Therefore, our focus in everything we do is in enhancing the relationship between our clients and their customers on an increasingly profitable basis. As a media agency it is not always possible for us to access the granular data we need to build sophisticated measures of ROI but as charging models increasingly become performance-based this will need to change. Please give us an insight into your region. What are the main challenges and opportunities of being based in the UK? I have a global role so the UK is ideally situated from a geographical and time zone perspective. More importantly, the UK is one of the most advanced nations in the world when it comes to adopting new technologies and new methods for generating value from so-called big data. We have been a nation of explorers and that is the perfect mind-set for a Data Scientist. When working in an industry that is constantly evolving, what measures do you take to ensure that you are at the forefront of any emerging developments? There is no doubt that the growth of digital and programmatic buying requires media agencies to adapt and ensure that data, advanced analytics and technology are at the heart of their business. In many respects the best way to keep up is to be ahead, and I believe in many ways ZenithOptimedia is doing just that, such as in the application of machine learning to optimise the relationship between media and digital sales. Tell us about your overriding philosophy when it comes to your clients. What do you see as the most vital areas to focus on when it comes to providing the best possible service? We are a diversified agency so we have a range of services from content to performance, analytics and the more traditional media buying. Our philosophy ‘Live ROI!’ means we continually optimise our activities to deliver the best possible return for our clients and enhanced relationship with their customers. Our service levels are a function of our people and in ensuring we fully understand our clients, their challenges, opportunities and constraints and strategy.
CIO of the Month
Tell us about the culture within your agency and the things you do to maintain and develop it. How does it influence your interactions with and results achieved for your clients? ZenithOptimedia is a people business so maintaining a culture that is clear to our staff and our clients has always been a priority. We work with specialist training companies such as “Upping your Elvis”, run numerous social events under the “Percy Club” banner and have a long established employee exchange program called “Live my Life” where we give team members the chance to live and work with a colleague in another office across our global network.
What makes your company unique? What separates you from your competitors and marks you out as the best option for your clients? Our culture and our focus on delivering ROI is a very clear point of differentiation for us and is referenced repeatedly in our independent client assessments. Beyond that we are committed to innovation. The creation of Data Sciences as a discipline, the move to bring our programmatic function into the agency, and the links between these two things is unique among media agencies. I am sure this will be replicated but we will continue to innovate as we cement ever closer partnerships with our clients. This gives us the remit to challenge our clients’ thinking in a constructive way, as much as support it.
What does the future hold for your agency? What are your plans for 2016 and beyond? The media sector continues to face change on a massive scale. Much of this is driven by consumer behaviour where the continuing rise of the mobile device, cross-device media consumption, privacy and the constant demand for increased personalisation and relevance are just a few examples. These behaviours and the presence of businesses such as Google, Amazon and Facebook and their ability to present relevant content to consumers means we have to build (but not rest) on our rich history in this sector.
There is no doubt that this generates an energetic and infectious culture that our clients recognise and value and we see it as major point of differentiation.
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Ones to Watch in 2016 Every year we profile some of the most successful individuals within their specialist area across the globe within our ‘Ones to Watch’ feature. This exciting section features one firm from each region outlining their strategies, philosophy and future plans, providing a tantalising glimpse into some of the best companies in the world.
Ones to Watch in 2016
Established in 2005, to meet the growing demand for dedicated, independent forensic accounting expertise, Providence Forensic Accounting Experts Ltd has 36 years of practice experience in Ireland, 10 of them specialising in litigation support and expert witness assignments; founder John E.V. Kenny is among the most experienced accountants practicing in this field and we had the chance to hear from him and learn his thoughts on this innovative industry.
Company: Providence Forensic Accounting Experts Ltd Name: John EV Kenny Email: jevkenny@Indigo.ie Web Address: www.Providenceforensic.ie Address: unit 3, Wicklow House Business Centre, Market Square, Wicklow A 67 W589 Telephone: 040461033
Providence Forensic is an accredited member of The Network of Independent Forensic Accountants (NIFA) and provides expert reports, suitable for introduction to the High Court in respect of financial losses arising from varied issues such as professional negligence (medical, professional accountants, auditors and investment advisers), fraud and product liability. Share and business valuations are also provided for in commercial cases and family law cases. Careful analysis and an holistic approach to each case produces startling solutions such as the case where an individual brain-damaged successfully sued for €4.5 million in respect of his business losses in a 50% partnership, even though the partnership managed to grow in the years following his injury. A recent criminal defence case highlighted the states careless involvement in loss of taxes statutorily assessed at €1.4 million but shown on a commercial basis to the court to be closer to €66,000 over a 9 year period in real terms, resulting in a non-custodial sentence for the defendant. A niche speciality in providing Criminal Assets Bureau Appeals services to individuals affected by tax technical issues is a constant source of referral from a number of firms of solicitors throughout Ireland. This unusual specialty is not available from general practising firms. John EV Kenny’s passion for justice, ensures however, that where an individual has come to the attention of the Criminal Assets Bureau without an underlying just cause they can be defended successfully. Even in cases where the individual pleads guilty to charges, the State, more often than not erroneously calculate the economic impact. If this is not rectified the impact on sentencing can be severe and unjust as the court must take into account the evidence presented. Examination of the same data as that presented to the State turned one case from an alleged understatement of revenues of €2.5 million to an actual understatement of €250,000. Fundamental errors by the States forensic accountants contributed to this potential injustice. The world of forensic accounting provides constant excitement and challenges as every case is different because the values of losses sustained are not always obvious. Detailed and careful examination and analysis of the underlying data often provides counterintuitive results. In Ireland, the sector has had its challenges due to the recent economic downturn, but is now on a path to recovery.
As e–discovery takes hold more and more cases are becoming less paper dependent and the technical ability and experience to search significant volumes of electronic data is vital to our role. Our ethical approach to this discovery is to maintain confidentiality in respect of improperly redacted data that often reveals information to us that is not relevant to the case in which we are instructed. For reasons of independence, as well as ethical considerations, we act on the instructions of solicitors to provide reports in respect of their client’s cases. It is vital to us as well as the individual litigant that we are in a position to independently advise them through our work and expert report of the economic value of their loss. At Providence Forensic we take pride in our ability to respond in a clear, thoughtful, timely and accurate way to our clients who speak directly to the expert assigned to the case. This provides us with the constant flow of instructions from the solicitors who have used us in the past. It also provides us with referrals to new firms based on the results of our expert witness work both in reports and in evidence. Our approachability by phone or email with an initial reaction to cases is a vital link for our solicitor clients, who often can assess the economic value of the cases swiftly with our assistance. The Irish entrepreneurial spirit remains strong despite the hard knocks that it has recently experienced. Lessons have been learned from the disasters of light touch regulation and property bubble. The Irish Diaspora and its ability to refer business to this small European country is a direct upside to the Irish solution of emigration in crisis. This is a payback to our economy that not many people realise is a factor in our recovery. Our ability to clearly see both sides of any story has brought us naturally into the area of personal insolvency practice. This side of practice is growing exponentially while we provide practical and workable solutions to the incredible hangover of negative equity that has affected over 20,000 households. As a member of APIP, the Association of Personal Insolvency Practitioners managing committee, John EV Kenny is at the forefront of the practical developments of this new profession in Ireland. Whether a case is commercial, personal injury or family law, we provide a full service, from start to finish, including preliminary analysis, discovery and court appearance. We also provide an experienced arbitration and expert determination service for disputes where a private and swift resolution is required.
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First Boca Associates, Inc. Company: First Boca Associates, Inc. Web: www.FirstBoca.net Address: Boca Raton, Florida, USA Telephone: +1 (561) 482-1250
First Boca Associates, Inc. (FBA) is a Mid-Market Merger and Acquisition niche specialist. Gareth Smyth gives us an overview of the firm and outlines how they have come to be at the top of their industry.
First Boca Associates (FBA) maintains relationships with a global network of well-funded buyers and investors primarily focused on the acquisition, merger, or recapitalization of all or part of midmarket, US based companies (Revenue over $10mn or EBITDA over $2m). In conjunction with this FBA also provides consulting and advisory services at the board and/or CEO level. Experienced analysis and innovative strategies can often resolve complex business matters for clients. During the last 20 years FBA has been establishing relationships with a broad spectrum of qualified investors, including private equity and institutional funds, strategic investors and family offices. FBA is in active daily communication with buyers regarding their target investment criteria. Through our global network of investors we generate confidential inquiries from those that see investing in, recapitalizing or buying a company as a mutually advantageous deployment of their capital. FBA has been continuously involved, since 1994, in consulting engagements with a U.S. and international client base that focuses on M&A, strategic planning, marketing opportunities, capital formation, and private to public market transitions Robert Weinberg, Chairman and President of First Boca Associates, Inc. (FBA), has been a business advisor, specializing in mid-market M&A transactions, for more than 20 years. As the principal of his own businesses he has received national recognition for award winning marketing programs, publications and as a business strategist. His extensive experience in corporate governance, structure, and restructure has provided the foundation for the development, staffing, and growth at FBA. These achievements include: Chairman and founding investor of a precision valve manufacturer that he negotiated and sold to a NYSE firm after only 6 years of exceptional growth. He was the sole owner of a national award winning electrical distributor that he grew from 2 to 270 employees, owner of one of the first Apple retail stores, chairman of a private satellite cable company, sole owner of medical device, electronic assembly and radiant heat manufacturing companies, extensive real estate and more. This exceptional front line business experience allows us to provide confidential customized solutions that are tailored to the present and future needs of each company. We assist in connecting our network of strategic investors, with their extensive knowledge and experience, with companies that have requested assistance, to help optimize critical decisions and facilitate the determination to grow, recapitalize or sell. Many of our investors are past owners and operators of businesses in all regions of the world and every industry you can imagine. They are looking for opportunities and we can help them find you. Overall the firm’s financial position this year is positive. For the trailing twelve months (TTM) prior to #3Q 2015 FBA closed in excess of $150mn of M&A
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transactions for its business clients. FBA has an active pipe line for the balance of 2015 but has sold many of its prime listings. Demand from our buyer and investor relationships far exceeds our inventory of offerings. FBA receives the majority of its client relationships by referral and is actively seeking to expand its referral network. Our funding sources are not only increasing in number and amount of funds available but the variety of deal structure of interest to our funding sources is also expanding. If we are dealing with an established North American or Western Europe based company with trailing adjusted EBITDA exceeding $2 million we likely present a broad spectrum of funding iterations. These can range from a classic buyout to minority equity and debt/equity hybrids. We have increasing sources of ultratranche or unitranche, which provide from a single source; senior debt, mezzanine debt and equity. This funding format is useful for high leverage transactions when necessary to enable acquisitions, management buyouts and recapitalizations. Examples of our work in the M&A industry is the work FBA did to successfully closed transactions ranging from Ladies Apparel to Oilfield Roustabout Services and sector experience has included manufacturing, services distribution and technology. Top M&A activity sectors for 2015 point to a close race with energy, financial services and manufacturing, followed by technology and healthcare. However, FBA’s experience indicate with the abundance and diversity of buyers and the shortage of qualified midmarket M&A investment opportunities the quality of the company performance and management is a far better indicator of the ability to successfully close a transaction than the business sector. Our investment strategy is industry agnostic simply because the M&A transaction mechanics are predominantly the same for all industries. Therefore our deals are primarily driven by industry generic parameters such as, adjusted EBITDA, customer concentration, reoccurring revenue, market trends, management quality, barriers to entry, economic trends. FBA’s advisory role is to introduce pre-screened, qualified buyers and investors with predetermined position or interest in the seller’s industry. Even though FBA’s principals have multi industry experience as former owners of their own companies, the skills and resources that assure successful closings are the advisor’s role in managing the transaction and developing a pipeline of qualified and motivated buyers. Looking to the future, FBA is experiencing increasing demand for its services and therefore is adding some exceptional people to its team to maintain our commitment to provide our clients with personalized attention and exceptional advisory services throughout the entire M&A process.
Ones to Watch in 2016
Company: KBS Corporate Sales Limited Email: sell@kbscorporate.com Web Address: www.kbscorporate.com Telephone: 01204 555081
Established for almost 20 years, KBS Corporate acts on behalf of company owners who are looking to sell their business having completed hundreds of company sale transactions across a wide variety of industry sectors. We spoke to them to find out more about their business and their financial performance this year. KBS Corporate has achieved year-on-year growth in turnover over the last 3 years, with a 100% increase over the past 2 years (FY13 – FY15). In the same period, profits have also increased well beyond this at 209%. Management accounts for the first quarter of the current financial year are showing a 41% increase in turnover compared to FY15 Q1, with profits up 127% against the same period.
To achieve these results, we provide tailored exit strategies to realise a complete exit or partial sale through an all service offering which integrates specialist marketing techniques with award winning technical corporate finance expertise. We aim to deliver multiple competitive offers to our clients by utilising an extensive range of nationwide and international target buyer routes.
As a result of our broad service offering and commitment to exceeding clients’ expectations, the business has seen record sale levels achieved as a result of certain high profile sales in recent years. These include the £9.1m sale of Testconsult Limited, the £10.7m sale of Quadscot Precision Engineers Ltd, the £5.5m sale of The Animal Healthcare Company Ltd and the sale of Cambrian Park & Leisure Homes Ltd for a value in excess of £5m. In total, we completed 40% more deals in the financial year end of 2015, in comparison with 2014.
When dealing with clients, we place great emphasis on the investment into not only staff, but also into new processes and systems. We have recently implemented a new, bespoke lead generation system as well as commissioning the design and implementation of powerful and bespoke research system with plans to employ a new data manager, which will add further value for our clients.
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Royal Crown Insurance is a Cyprus based insurance firm dealing primarily in property and casualty insurance. The firm gives us an overview of the work they do and the market they work in.
Royal Crown is a private non-life insurance company, active in Cyprus since 1999 as an insurance company, and for 20 years before as agents of Royal Insurance. We are now Global Partners of the RSA Network. We provide a wide variety of insurance products in the property and casualty lines.
Company: Royal Crown Insurance Company Ltd. Name: Anthie Zachariadou Email: info@royalcrowninsurance.eu Web Address: www.royalcrowninsurance.eu Address: 16-20 Mnasiadou Street, P.O. Box: 24690, 1302 Nicosia Telephone: + 357 22 885555
The economic and business environment in Cyprus, the region in which we operate, is going through major changes at the moment, as the country is in the middle of restructuring, both in terms of public finance and private initiatives. We are currently completing all reforms as imposed by our Memorandum of Understanding with Troika, further to our appeal to a rescue package almost three years ago. The main challenges in a small economy – there are only few players (companies and consumers) and it is not easy to obtain a larger share of the pie, you cannot be idle but must chase potential clients and work hard for customer retention. We must also mention the fact that premium collection has recently been escalating into a serious problem that the Insurance Companies Association and our Supervisory Authority are trying to find a solution for. The opportunities presented regarding a small economy - many things still retain the traditional “personal touch” and “hospitality” virtues, even in the insurance business. People still do not enjoy impersonal transactions (online insurance transactions have not gathered much momentum as yet), as much as having their own personal insurer, who is the insurance broker, or visiting the offices and chatting with the underwriter. That means that personal relationships are in the forefront of our business, which offers opportunities to build long-lasting and loyal collaborations. Because of the economic situation, the large amount of “bad debts” and generally the depressing financial conditions some of the companies have found themselves in, we have seen foreign investors being active on the island, mainly becoming interested in the tourism and development sectors. In the insurance sector, there has not been any activity in mergers or acquisitions, but perhaps we will see such movement after the implementation of the Solvency II Directive on 1/1/2016, which will be imposing austere regulatory and capital requirements which may prove too cumbersome for small-sized companies to endure alone. This is in fact the biggest development facing the whole insurance industry at present as it entails a lot of changes in terms of levels of supervision, company organisation, corporate governance and reporting regulations. Our company is being pro-active and constantly preparing ourselves to be certain that we can comply with all our new obligations and capital requirements.
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Working in an ever changing industry means the firm has to constantly evolve and adapt. As such we are always on the lookout for a market niche for insurance products. In Cyprus, slowly but steadily, a number of compulsory insurance requirements have been legislated, especially in the sector of professional indemnity insurance, and we aim to be ready and willing to offer the particular product to potential clients immediately. Insurance is an important aspect of our clients’ businesses and as such we take it very seriously. Both insurance professionals and insured clients should have first and foremost as priority the content and the wording when working on an insurance policy. Lately, because of the economic crisis, but also because of our culture as Cypriots, there has been an emphasis on pricing, but objectively, price should not be considered a priority in selecting insurance carriers. Being in safe hands in terms of being insured is enjoying the correct protection as described in the insurance contract. On our part, we always urge our clients to read it and make sure it is what they want, and we even ask them to pose hypothetical questions of what exactly would be paid to them in various loss scenarios. Within our company we pride ourselves on having a family environment. Many of us have been here for years, and I can safely say that any disagreements are solved like they would be in a household. We treat each other in a familiar but professional manner, and hierarchies are quite blurred at times and delegation takes place amongst all departments, depending on needs and understanding. This ease and flexibility in communication leads to increased productivity. In the future, our plan is mainly to continue being a reputable and trustworthy company, as, if something isn’t broke, there’s no need to fix it! We can boast an excellent team, and we are lucky enough to collaborate with experienced and qualified staff and associates and to enjoy the support of the most major European reinsurance companies. Of course, in the insurance industry, major losses can occur at any time and unexpectedly, and that might have an effect both on results and underwriting philosophy, so at times, one needs to go with the flow whilst deciding on possible operation or administrative changes. We are not a company that aims for greatness in terms of numbers, and we would never compromise our firm belief in quality practices and procedures, correct pricing, transparency and integrity, for the sole purpose of acquiring a higher market share. Our aim for the future is to continue servicing our existing clients as always, and enjoy their trust and confidence, perhaps introduce new or adapted products that would satisfy emerging insurance needs, and continue being profitable through the application of conservative underwriting practices.
Ones to Watch in 2016
Deloitte is among the global advisors in M&A and Financial Crisis, with offices around the world. We speak to Trond Ivar Skar from the firm’s Norway office about the work the firm does there and how they have come to global attention for their work. As a member of Deloitte group our Norway office is a proud member of the organisation contributing to the overall goal, which is providing engaging and dedicated services. We see every deal is unique, and applying the autopilot is not an option, so we work tirelessly to ensure that each client receives a top quality service which is tailored to their individual needs.
Company: Deloitte AS Name: Trond Ivar Skar Email: tskar@deloitte.no Telephone: +47 90746625
Both within M&A and Financial Crisis, our role can be considered as either lead or support, depending on the situation and the other advisors involved. We primarily work for corporations and private equity however recently an increasing amount of our engagements have been for banks as the market shifts and we diversify into new markets. While we are regularly requested to assist with financial due diligence, my ambition is to represent a transaction advisor to my clients. I do not aim to replace other advisors, but believe we can provide more insight and value if we all are able to have a holistic view on the transaction. Thus I strongly believe in tailor made deliverables. Partner involvement, industry insight, creativity and deal experience, all contributes to a successful transaction. Advisors are key in bringing such competences to the client. As a global organisation we will always have a huge amount of specialist, which are ready to assist in a client situation or through more general knowledge transfer. That being said, as a firm we always strive to build industry insight. In addition we are keen on collaboration as we understand that on the job training is an important part of staying relevant to our clients.
Overall our firm focusses strongly on developing culture, and the M&A advisors are not an exception. Our culture is built around shared values, namely integrity, outstanding value to markets and clients, commitment to each other and strength through cultural diversity. These values are built into both training and execution, not least through our seniors acting as role models. Because of this, it is our passion and drive to support our clients in any way possible that makes Deloitte unique. From my own experience and client feedback, Deloitte is the firm to select if you prefer tailor made services. While we can effectively and efficiently deliver an agreed product, you will always find advisors in Deloitte who are keen to go the extra mile to make sure the transaction ends the best possible. With a pragmatic approach, such quality of service does not even need to be more expensive. Operating in Norway our section of the firm faces its own unique challenges and opportunities which are inherent to the region. Norway is a small country, and several of the other support services to financial due diligence (such as commercial due diligence, post-merger integration assistance) easily becomes sub-scale at a national level. A similar challenge exist in the dimension of industry knowledge. Within Deloitte we have an excellent cooperation across the Nordic countries as well as to other member firms to ensure scale on all services and investment into industries. Looking to the future, transactions are becoming increasingly global, and as such we need to adapt. Improved collaboration to ensure we capture both local knowledge and cultural differences will become an increasingly important differentiator. From my experience, Deloitte is well positioned to further develop in that direction, and I am eager to participate in us achieving that.
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Following the Volkswagen Scandal: A Legal Perspective Helmuth Jordan of JORDAN & WAGNER Rechtsanwaltsgesellschaft mbH examines the Volkswagen Scandal from a legal perspective. Company: JORDAN & WAGNER Rechtsanwaltsgesellschaft mbH Name: Helmuth Jordan Email: info@jordan-ra.de Web: http://jordan-ra.com/en/ Address: Kernerstraße 28 DE-70182 Stuttgart Telephone: + 49 (0) 711/25 54 04 60
“Volkswagen admitting wrong doing” is the most negative and most important headline coming out of Germany in 2015. A puzzled world was introduced to the specifics of Nitrogen Oxides. The subject bears a price tag of at least 6 billion € (6.000.000.000 EURO). This is a grim reminder in this context, that it has been stubbornly ignored on both sides of the Atlantic, that a “billion” in German translates into a “trillion” in English. Companies, Annual Budgets of nations, EU Budgets all deal with figures in that range on a daily basis. Financial Analysts do understand the difference. When millions of customers world-wide, however, are confronted with such claims, it appears justified to clarify in the following chart the fundamental lingual difference that may lead to serious misunderstandings: 1.000.000 German Million English million Ciphers Million Million 1.000.000 Milliarde Billion 1.000.000.000 Billion Trillion 1.000.000.000.000
Quoting “billions” in combination with spelling out the correct ciphers would clarify the situation for bilingual readers. At this time it would help avoiding unnecessaryadditional confusion when discussing claims against Volkswagen. There was no way to predict that the shares of VW would see the 30 % drop within a week. Predicting the future for Germany in 2016 under such circumstances is short and clear: Expect the Unexpected. Germany has definitely no intention to become the Black Swan. To stop the down trend, is currently not a matter to forecast economic trends, but to forecast the psychology of millions of customers of the world’s biggest automaker. For most customers it was a decision both of financial and emotional importance. Whether there is a chance to rebuild the lost trust of such customers will be the dominating question. Given the seriousness of this matter, it would be surprising if everybody would move on quickly. An uncompromising answer, designed to serve as a real wake- up call appears to be necessary.
josefkubes / Shutterstock.com Reality is often unforgiving, so it may not be sufficient just to finger point at VW. It should not be overlooked that for example about five years ago there was corruption at German engineering conglomerate Siemens. There would be countless other examples. Corruption has always been a world-wide phenomenon differing only in intensity. To restart from scratch at every level of all corporations does not sound totally offside. Even VW made a point that they need a fresh start. The best long-term investment may be a change at the root of education. Teaching children to understand law as early as possible will help them to handle legal issues better. It will provide future generations with valuable skills both in their own interest as well as in the interest of society.
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Ones to Watch in 2016
Khare Legal Chambers is one of the leading law firms in India specialised in competition law, disputes, energy laws and infrastructure laws. As leaders, the firm became the first choice to represent clients against Coal India regarding their abuse of dominance. Mumbai Address: G-3, ‘K’ Building 24 Walchand Hirachand Marg Ballard Estate, Fort Mumbai 400 001. India Telephone: +91 22 2263 1513 Fax: +91 22 2263 2240 New Delhi Address: A – 5, Lajpat Nagar – III New Delhi – 110 024 Telephone: +91 11 2984 1260 Fax: +91 11 4055 0842 Pune Address: D – 1, Sai Nagari Kalyani Nagar Pune – 411 006 Telephone: +91 20 4004 5802
Khare Legal Chambers have advised and represented clients in the cement cartel case, cables cartel case, conveyor belts cartel case and more. Furthermore, the Firm has been instructed to file an abuse of dominance case against a trade union which is a first of its kind in India. As a result of the Firm’s success, several FMCG companies and large corporates seek their advice on the advisory side of competition law for business practises, audits etc. Moreover, the Firm is also well known for their capabilities in disputes and alternative dispute resolution. The practise runs with a philosophy that one should choose his own battles. The firm strongly believe that disputes is a strategy which must have an underlying objective aligned to business objective/ goal to be achieved. In this area, Khare Legal Chambers gets instructed in several heavy stake disputes, arbitrations, mediations and international commercial litigation. Their energy clients rely on their expertise of energy laws in India; the firm represents several prominent energy companies. They are heavily involved in work relating to generators, transmission and distribution companies in conventional and non-conventional segment for the EPC contract documentation, tariff and regulatory issues, business issues, policy issues and much more. Khare Legal Chambers have been involved in several landmark cases which have gone on to influence policies for the country including the framework for fossil fuel based co-generation power. As a firm, Khare Legal Chambers’ vision is to influence complex global business environment with top class legal acumen. This enables their clients to make a
difference, maintain their leadership position and be a game changer in their business. What differentiates Khare Legal Chambers from their competitors is that their approach and belief is to provide simple, practical, implementable solutions to complex business environment. For this, Khare Legal Chambers’ engage with their clients to understand their requirements, focus on them to provide best suitable solutions and hold the highest regard for integrity, ethics and core values. Khare Legal Chambers’ provide solutions which are aligned to their client’s business interests and integrated to core values, which enables their clients to take better informed decisions. This has really empowered their clients, and has been the true driver of success in the Firm too. For Khare Legal Chambers, the individual requirement of their clients is what really the most important thing for them. They provide personalised tailor made legal solutions for each of their client for each issue independent of advice provided for similar issues earlier. In India their offices are in Mumbai, New Delhi and Pune, which are the three major corporate centres of India. Internationally, Khare Legal Chambers LLP have alliance with law firms in all major jurisdictions which cover all possible areas of law which their clients may require. To know more about them, please visit – www.kharelegalchambers.com or drop a line on info@kharelegalchambers.com.
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Cita Citrawinda Noerhadi & Associates Company: Cita Citrawinda Noerhadi & Associates Address: MENARA IMPERIUM 12th Floor, Suite D Jl. H.R. Rasuna Said Kav.1, Metropolitan Kuningan Superblok, Jakarta 12980, INDONESIA, P.O. Box 1102 Jakarta 10011, INDONESIA Telephone: (62 21) 835 4055 (Hunting) Facsimile: (62 21) 837 84152, 837 04880 Email: cita_p@ccpassociates.com Web: www.ccp-associates.com
Cita Citrawinda Noerhadi & Associates offer clients a wide range of services, drawing on their experience and industry knowledge to ensure clients receive top quality legal support.
Cita Citrawinda Noerhadi & Associates are committed to professionalism, and responsibility in assisting intellectual property owners who are committed to meeting global economic challenges suitably protected and fully informed. In a modern, competitive and technology driven market, intellectual property has become an economic commodity that plays an important role in both national and international trade. Intellectual property is now fully recognized as a valuable individual and company asset, therefore, the challenges are different and the issues of intellectual property are more complex. Based on the Founder Dr. Cita Citrawinda’s extensive experience throughout her years in the field of intellectual property as well as her full commitment on the international development of intellectual property to meet the global world challenges, she established Cita Citrawinda Noerhadi & Associates. The firm specialise in IP law, providing legal counselling on intellectual property laws, unfair competition law, contract law, including licensing and franchising. However, they offer a wide range of other services within the IP area, including supporting their clients with filing and prosecuting patent, trademark, copyright, industrial design and layout designs of integrated
circuit applications in Indonesia and abroad, as well as defending clients in trademark, patent, copyright, industrial design and cancellation proceedings and offering advice on all aspects of intellectual property law. The Law Office is adequately equipped with qualified professionals including Intellectual Property consultants; lawyers, attorneys and advocates; engineers and paralegals who are ready to take care of every necessary individual action within the complex procedures involved in the management of intellectual property. These professionals are at their client’s service throughout the legal procedure, dedicating their experience and expertise, skills and talents to meet and overcome all challenges in the protection of intellectual property rights, advising clients in connection with the unfair competition laws, contractual agreements, as well as handling cases outside of intellectual property matters. In addition to highly skilled professional staff, the legal practice has also incorporated within its premises a highly sophisticated computerized system, developed and tailored to incorporate all of the necessary applications which serve them to carry out, in a fully automated manner, the numerous activities involved in the rendering of efficient services.
High Rock Partners, Inc. is a strategic and M&A advisory firm specialising in optimizing and realizing value of emerging growth and middle market companies. Company: High Rock Partners, Inc. Contact: Kenneth H. Marks, CM&AA, CFq, Managing Partner Address: High Rock Partners, Inc. 8601 Six Forks Road, Suite 400, Raleigh, North Carolina 27615 Phone: (919) 256-8152 Email: khmarks@highrockpartners.com
High Rock Partners offers strategic and M&A advisory services, providing their clients with an objective perspective, a broad network of resources, expertise in deal-making, and senior level staff to address strategic issues. The company is a boutique firm of strategic and M&A advisors serving leaders of emerging growth and middle market companies to make key strategic decisions; navigate and execute on transitions of ownership; accelerate growth to the next level; or to reposition the company.
In addition, the firm brings external process and knowledge as their clients seek to research and clarify strategic issues and potentially alternate solutions. The firm enables access to leading-edge strategic thinking coupled with sophisticated, yet practical, investment banking deal skills wrapped in entrepreneurial and agile execution, all focused on the needs of private business owners.
Their approach uses a unique and proven blend of experiences and tools in strategy, mergers & acquisitions, financing and deals coupled with leadership and creative solutions to achieve their client’s desired outcome. As a firm their focus is on strategy, exits, acquisitions, financing and turnarounds.
Ultimately, the firm is on a mission to ensure that they provide the best quality advisory service and are industry leaders, which they achieve through a collaborative working approach and dedication to their role as advisors.
They base their perspective on analysis and experience, and their deal-making is a combination of analysis, relationship-building, and transaction expertise, seeking to offer a unbiased opinions. As such the firm has built a reputation for speaking the truth, and therefore their clients have trusted them with vital aspects of their businesses. On 38 Acquisition International - November 2015
multiple occasions the firm has acted as their client’s outsourced corporate development or corporate finance department, augmenting their executive team’s capability and capacity.
“Our Mission is to be the go-to advisors for M&A projects and strategic problem solving for the shareholders of emerging growth and middlemarket companies.”
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2015 Third Quarter Update In order to build a highly successful business, you must first become a successful business leader. Despite the constant barrage of challenges these individuals face, they always strive to achieve excellence in everything they do. This section showcases the dedicated work and top strategies of these high flying professionals who work tirelessly to maintain their place at the top of their sector.
Founded in 1988, Rosenbaum IP combines professional skills with technology experience to focus and position IP portfolios that assist their client’s in achieving their business outcomes. With particular expertise in the life sciences and Internet-based technologies, the firm provides a full spectrum of intellectual property legal services in a wide array of fields from biotechnology to semiconductor processing. David G. Rosenbaum, the firm’s Founder & Managing Shareholder, explains the firm’s current progress and what the future holds for the business.
Company: Rosenbaum IP, P.C. Name: David G. Rosenbaum Email: info@RosenbaumIP.com Web: www.RosenbaumIP.com Address: 1480 Techny Road, Northbrook, IL 60062 US Telephone: 1-847-770-6000
Our company’s overarching philosophy is to partner with our clients to establish and maintain coherence between outcomes required by our clients’ objectives and the intellectual property strategy and how we execute that strategy to deliver value in the client’s IP assets. This ensures that they always receive the best quality service and have a lasting relationship with our firm. Our firm works primarily in the healthcare and pharmaceutical industry, in which Intellectual Property is fundamentally no different than in other market sectors. We are increasingly finding precedential pressure from cases in other sectors that are having questionable influence in both prosecution and enforcement of patents in the healthcare and pharmaceutical sectors. Questions of patent eligible subject matter and the analytical frameworks adopted by the U.S. Patent and Trademark Office for examination of patent claims have become topics of high interest and relevancy in the computer software, business methods, biotechnology and pharmaceutical areas, albeit for somewhat different and distinct reasons. The main challenge to the healthcare and pharmaceutical industry posed by the issue of patent eligible subject matter is to have and maintain a crystalline understanding of the distinct legal and procedural frameworks being applied as they evolve at the U.S. Patent and Trademark Office and in the Courts. The constant evolution in the market is a particularly challenging aspect of an intellectual property legal practice today. The volume of information and the rate
of developments both domestically and internationally is increasing exponentially. We have recognized a critical need to deliver strategic and actionable information to our clients and to the marketplace on a largely real time basis. To meet this need, we have implemented a social media plan that entails an internal social media group charged with monitoring social media for developments in the market sectors we serve and world-wide legal developments, and then communicating such developments through the Firm’s social media network. The increasing pace of evolution in the intellectual property field also necessitates that we constantly improve our internal systems and processes to even more efficiently address our clients’ needs. This is accomplished through quarterly reviews and proprietary metrics developed to gauge our internal process efficiency and effectiveness. The philosophy of our firm is that the greatest challenges are the greatest opportunities. In the Midwest USA, this occurs in the form of national and global misperceptions that innovation in healthcare and pharmaceuticals is bi-coastal, with little to nothing occurring between the Atlantic and Pacific coasts of the United States. In addition to this philosophy our firm has a client-first culture. As the founder of the Firm, my philosophy is to ensure first, that every activity is client-centric, and, second, that I am consistently available to clients, attorneys and firm staff to support them in accomplishing their goals to better serve the client. Within the business we are all big thinkers unconstrained by boxes. Rosenbaum IP brings big firm expertise, experience and capability to our clients while operating in a smaller firm environment. This allows us to serve earlier stage pre-revenue technology companies as well as established companies and grow with our clients throughout their life cycle. The future is an exciting time for our business. Like all IP firms, we are both witnessing and participating in a generational evolution of the Intellectual Property field. As technology continues to permeate human endeavours, the role of Intellectual Property becomes an even more significant aspect of business as well as social, economic, governmental effect and policy. I expect our Firm to continue to grow and develop both within the final quarter of 2015 and in future years and evolve in concert with our clients to maximize the value-focused service we deliver to our clients, as we owe all of our success to them.
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2015 Third Quarter Update
Estudio Colmenares & Asociados is a company dedicated exclusively to the practice of Industrial Property for customers around the world, in all legal areas related to patents, trademarks, copyrights, licenses, unfair competition, and Litigation Known Marks Court. María del Carmen Arana Courrejolles of Estudio Colmenares gives us a glimpse into what it takes to protect intellectual and industrial property rights in Peru. Company: ESTUDIO COLMENARES & ASOCIADOS Contributor Name: Maria del Carmen Arana Courrejolles Email: mcarana@colmenares.com.pe Web: www.colmenares.com.pe Address: Bolognesi 125, Floor 9, Miraflores, Lima 18, Peru Telephone: (511) 4465793 / 4466457
In her words, Estudio Colmenares & Asociados is a flexible organization with multiple working hours for providing the best service to the clients. The work is performed by multidisciplinary and multilingual teams. The individual responsibilities are clearly defined with the management monitoring the assessment of the established results. The author always has the responsibility of managing the processes before administrative and judicial authorities in Peru. Our business performance thus far has been in line with our targets. The annual goals are being achieved regarding the registration of Industrial Property and our regular participation in meetings and congresses at the international and global level concerning the vast array of Intellectual Property issues is allowing us to keep abreast of the all of the intellectual property issues in our region, as well as those in other international areas. Although we are involved in the handling of the official recordings of assignments and licenses, we have recently obtained significant achievements in litigations in defence of the rights of the renowned firms, AJINOMOTO, INC., FERRARI S.P.A., NIKE INTERNATIONAL LIMITED. This has allowed us to expand our capabilities as a firm within the areas of mergers and acquisitions. As previously stated, our company participates regularly in public and private forums held in different countries with concrete proposals provided which allows us to respond to the growing need of IP protection in the globalised community. With new rules having been approved in the TPP (Transpacific partnership) for at least 12 countries to date, it is essential that constant training of our personnel takes place in order to ensure their competence when facing the increasing demands of the market. Changes to regulations and policies such as these are typical of the challenges we regularly face which provide us with opportunities unique in the IP arena. Working in a constantly evolving industry such as this, we are always striving to be at the forefront of emerging developments. To separate ourselves from the competition and rise to the cream of the crop within the industry, we rely on our know-how on Intellectual Property (Trademarks and Patents of Invention) and our ability to handle cases in a multi-lingual fashion, having staff who speak English, French, Spanish and German we are perfectly suited to take on cases which span the globe. Additionally, the expertise of our technical professionals and our ability to compromise when providing the tight defense of the client’s interests has always helped us to stand out from the rest or the pack in this legal area.
new areas which shall be implemented due to the application in Peru of the TPP rules. An activity, of vital concern for us, is the investigations into intellectual property rights cases taking place in the regions closest to us. We are involved in these investigations in order to adapt the company to the ever changing environment and to be able to make prospective progresses concerning Intellectual Property through various and varied publications coming out of specialised magazines and other media on the matter. In this regard, we should highlight some of our publications in national and international magazines, such as “Marco Jurídico de la Propiedad Industrial en el Perú” (2014) in the Andean Yearbook of Intellectual Rights, Lima-Perú; “Criteria for obtaining the grant of a patent of invention in Peru” (2015) in the magazine of the PUCP Law School, Lima-Perú; “Patent enforcement proceedings” (2014) and “Ownership of marks” (2015) in GETTING THE DEAL THROUGHPATENTS, London; “Protecting well-known trade marks against dilution” (2014) and “Protection of legitimate owners in Peru” (2015) in MANAGING INTELLECTUAL PROPERTY, USA, which in turn constitute materials for the university teaching activities. Colmenares & Asociados, established in 1904 has been dedicated exclusively to IP protection, counselling, monitoring and litigation. Their legal department is able to manage conflicts, defences, cancellations, disputes in court, reconciliations, infringement and invalidity actions and all kinds of related IP services field. With more than 40 people working together for the sole purpose of providing the best service Intellectual Property in Peru, maintaining the optimum level of professional ethics. Their customers range within the pharmaceutical field, fashion designers, agrochemicals, lubricants, automotive, machinery, food industry, liquor, as well as offering services to customers worldwide. They are active members of the following associations and organizations: • Peruvian Association of Industrial Property (APPI) • Interamerican Association of Intellectual Property (ASIPI) • International Federation of Intellectual Property Attorneys (FICPI) • European Communities Trademark Association (ECTA) • International Trademark Association (INTA) • American Intellectual Property Association (AIPLA) • Marques • International Association for the Protection of Intellectual Property (AIPPI) • IP-Coster
As I look to the future of the firm and our plans leading us into 2016 and beyond I am keenly aware that we need to strengthen the patent area for the Acquisition International - November 2015 41
2015 Third Quarter Update
At PwC, our purpose is to build trust in society and solve important problems. We’re a network of firms in 157 countries with more than 208,000 people who are committed to delivering results to our clients. PwC is globally and in Europe the number one advisor to mid-cap transactions and the leader in loan portfolio transactions in Europe. We are also the world leaders in project finance advice. In Greece, PwC is the largest professional services organization, providing assurance, tax consulting and deals services. With more than 900 employees it works with the financial sector, the industry, retail, shipping and with investors. PwC uniquely combines the skills required for successful M&A transactions; creativity in structuring, tax advice and due diligence. Along with our substantial client base and our global network these make us a unique player for mid cap transactions.
Company: PwC Greece Name: Costas S. Mitropoulos Email: costas.mitropoulos@gr.pwc.com Web Address: www.pwc.gr Address: 268, Kifissias Avenue, 152 32, Halandri, Athens, Greece Telephone: +30 210 6874503
We have acted as a sole financial advisor to Sklavenitis, a leading food retailer for acquiring the Greek operations of METRO AG. The deal was accompanied with the sale and leaseback of the real estate of the entity acquired. These days in Greece very few transactions get completed. Nevertheless, there has been some action in hospitality, pharma, food, packaging and real estate, which indicates the sectors that are likely to produce M&A opportunities when confidence in the country returns. The Greek economy is suffering primarily from the lack of investment, which in turn is the result of extremely low levels of investor trust. Despite the limited investment spending the economy has shown a surprising resilience up to now. Having said that, Greece is lagging in technology investment and its production capacity is still focussed on past opportunities. After the longest recession in recent history Greece will eventually emerge full of opportunities. Infrastructure, real estate redevelopment, industry consolidation and tourism are just four areas where projects are ready to take off when circumstances will warrant it. Overcoming obstacles like resistance to change and implementing reforms within the public sector will facilitate investment flow into the country. But the single largest obstacle is still the lack of confidence in Greece.
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To ensure we are at the forefront of any emerging developments we need to have the best people on board, the best network in place and to be pushing hard and continuously. Regular interfacing with clients and capital providers and forming a robust view of forthcoming developments is essential in creating the competitive advantage and building trust. The very long history of PwC and its strong professional culture have provided the foundations for success. Creativity, speed of response and total focus on the issues of concern are the key factors differentiating us from our competitors. We have moved from farmers back to hunters, with a special breed of human resources and a cultural shift. This has allowed PwC to become the leading provider of corporate finance advisory and transaction services in Greece. Obviously the future of the country will shape the future of PwC in Greece. The emergence of the country out of the recession will need the help and contribution of professional services providers such as PwC. We hope to remain the market leaders during this transformation, playing a pivotal role in the restructuring and refinancing of the economy.
Faramond Company: Faramond (Luaban) Limited Name: Warren Rodrigues – Managing Director Email: warren.r@faramond.com Website: www.faramond.com Address: Suite A-10-2, 10th Floor, Menara AmpleWest No. 6, Jalan P. Ramlee 50250 Kuala Lumpur Malaysia
Faramond offers wealth preservation strategies, generation planning and estate planning to high net worth clients around the world. Their Manging Director, Warren Rodrigues, talked us through how their business fared in Q3. 2015 has been a challenging year for our entire industry, particularly the third quarter. Nevertheless, Faramond remains on target for growth in 2015, which meanS our business will have grown every year, with not a single year of contraction (not even in 2008). It is also worth noting that we will achieve this despite a significant slow-down in the oil and gas sector, which is traditionally an important source of revenue for our business.
regions, which offer synergies with our current core competencies, will be our primary short-term objective.
While retaining our core focus on Asia, we are also taking steps to broaden our overall international footprint. In the short-term, strategic alliances will be key to achieving this goal. In the long term, it will be through mergers and acquisition. We have not been involved in any major M&A dealings in the past year, but we are always on the lookout for strategic partnerships which will strengthen the already extensive value proposition offered to our clients.
For example, China’s GDP growth is now its slowest in 16 years, which has seen reverberations across the region. Furthermore, last year’s booming oil and gas sector has been impacted by a sharp drop in crude oil prices, which has an immediate impact on Malaysia, Indonesia and Thailand. The strengthening USD (and corresponding weakening of Asian currencies) should, in theory, be a boon to exports, but as this has only just shown itself to be a potentially sustainable development, the impact on exports is not yet known.
Being a niche player in a global marketplace means that there is only a select number of organisations which meet our criteria for partnership. By the same token, we may find ourselves in a new type of competition with our industry peers in terms of distinguishing ourselves from other organisations looking to expand through strategic alliance. We firmly believe that Asia has the best growth prospects for the financial industry. However, partnerships and alliances with companies in other
When discussing our region, we think it’s important to understand that “Asia” is not an homogenous region, which is part of what makes it such an exciting place to do business. While the Asian investment market remains attractive, there have nevertheless been individual markets within Asia which have stagnated.
When working in an ever-evolving environment such as this, we like to ensure that we keep our ears to the ground. We are always on the look-out for new investment opportunities for our clients, but in addition to the financial, our on-going research extends to new developments or changes in the administrative, economic, and regulatory landscapes. In this way, opportunities to also improve the entire company do not pass us by. Regardless of what development and changes are currently happening, we believe in being equally dedicated to our clients and our employees. The core of our advisory team has been together for over a decade, and this level of consistency is massively beneficial to the company and our clients. In addition to maintaining a cohesive group of advisers, our client retention rate is among the highest in the industry. Our advisers are client-focussed, and appreciate that clients today need education and guidance in order to labour through the complexities of financial markets. As such, we approach every client with empathy, helping them to achieve their financial goals while ensuring that a necessary risk management overlay shields them from volatility. With 2016 on the horizon, we believe the future may have some surprises in store, and not just for our firm, but for the industry as a whole. A “wobble” in China this year sent shock waves around the entire Asian region, and the world. If a mere wobble can cause that much panic to financial markets, imagine what banking crisis or a property crash (a significant part of China’s economy) may unleash? That is not say such an event is forthcoming, but this is the first real slow-down we’ve seen in China for two decades, so we are in uncharted territory. It really has been an exciting few years in the financial world, and we don’t believe the excitement is over by any stretch of the imagination. As we enter 2016, and beyond, the name of the game is simply to be nimble enough to swerve around any potential roadblocks the markets through in our path.
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2015 Third Quarter Update
Helmore Ayers
Helmore Ayers Lawyers is a professional and friendly firm dedicated to providing clients with optimal legal services. In an ever-changing world, they as lawyers need to change with it in order to effectively meet their clients’ evolving needs. We spoke to Peter Wyllie, Partner at Helmore Ayers, to find out about how they consistently deliver for their clients. Our staff are dedicated to offering the best possible legal services in both traditional and emerging areas of law. In order to ensure continued best practice, we have a strong education programme and encourage staff to publish legal work in legal journals and magazines. Our staff are often invited to present at universities and hold public lectures around New Zealand. We as a firm, are dedicated to being at the forefront of legal development.
Company: Helmore Ayers Lawyers Name: Peter Wyllie Email: perter@helmores.co.nz Web: www.helmores.co.nz Address: PO Box 8370, Riccarton, 8440, Christchurch, New Zealand Telephone: 0064 3 366 5086
Providing the best possible service is an ongoing process where we are constantly innovating and developing our services. We have maintained the high standards we set ourselves through publications, public and university presentations, and our reputation. We understand that the world is changing, and we need to move along with it. As people, we utilise more and more products that are dependant upon advancing technology, we migrate and immigrate between countries, we put down new roots for our families, we engage in business enterprise and we accumulate many valuable items along the way. All of these need laws, and our firm aims to provide legal services which not only reflect traditional principles, but also keep up-to-date with our changing environmental needs. In our region, the ongoing legal issues surrounding the Canterbury Earthquakes show no sign of slowing
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down. Furthermore, development in the area of contract and construction law continues to evolve. With this in mind, legal services in business law and asset protection has also seen a rise. Offering the most significant opportunities for growth in this region would be in the areas of construction and contract law. Our unique selling point is that we are New Zealand’s only law firm to offer specialist services in the laws of outer space. We also offer advice on cyber law, UAVs, aviation, technology and intellectual property. We also offer expert advice on Shari’a trusts, foreign trusts international trusts and taxation law. Our services, can be divided into two sections: our traditional services, and our innovative and expanding legal services. The former involves conveyance, property law, contract law, commercial law, trade law, law relating to business and agriculture, civil Litigation, construction law, wills, trusts, asset protection and succession planning, and immigration law. As for the latter, this includes international commercial law and trade, international trust, tax and succession, foreign wills and trusts, general international law, laws of outer space law, UAV’s and civil aviation, cyber law, intellectual property, international business law, Shari’a compliant trusts, qualifying recognised overseas pension scheme (“QROPS”) transfers.
Australia Wide International Education provides immigration consultancy to people who are interested in working, studying, retiring, opening a business or migrating to Australia. We spoke to them about how their business has performed this year and how their success is underpinned by their impeccable ethical and moral values.
Company: Australia Wide International Education Name: Ramona Martinovici Email: info@awie.com.au Web Address: www.awie.com.au Address: Level 18, 101 Collins Street, Melbourne, 3000 Victoria, Australia Telephone: +61 424 515 676
When working in an area such as immigration, most of our clients are trusting us not only with their future careers, but with the direction their life will take when moving to Australia. At the core of our business are the people (our clients) who are highly reliant on us to help them achieve their dreams, and support them towards a better life for both themselves and their families.
for our clients. Our ultimate goal is to help our clients make a positive difference in their lifes, whether it has something to do with their career, business or retirement . At the same time, we support them to reach their full potential in an environment (Australian society) which encourages and supports personal and corporate development.
Furthermore, we support our clients throughout the settlement process, and help them to integrate in the Australian society at no extra cost. Some might say this is a form of marketing, but for us, this is merely gratitude towards another human being who has trusted us enough to let us make the recommendations which will influence his career and perhaps change his life. We strongly believe that it is possible to run a business, by doing what we love, while growing as human beings by helping others and eventually inspiring them to give back to their communities and consequently contribute to making our world a better place.
The large number of referrals received, are primarily due to being reliable, honest, perseverant, resilient and innovative, as well as the ability of finding optimal solutions to help our clients achieve their goals even when sometimes there are obstacles and changes in our clients’ plans.
The process of immigration is changing all the time, and we constantly keep ourselves up to date with any changes in the legislation. Furthermore, we notify our clients of any potential external factors which might influence the implementation of the initial strategy and re-evaluate their options accordingly. In determining the pathway for our clients, for most cases, we use a proactive evaluation approach, and based on its results we design the planning strategy and its implementation. The most important aspect in our practice however is perhaps the ‘care factor’
Although we are based in Melbourne, we added an extra office in London in August this year and consolidated our presence in Eastern Europe. Australia is an area that performs extremely well both economically and socially, and has a strong health and welfare system in place. There are opportunities in any field to succeed in Australia if you are determined and have the right attitude. Furthermore, Melbourne in particular has been named the World’s Most Liveable City for the 5th consecutive year. Looking ahead, we remain very optimistic about the future of our company. In the first half of next year, we will commence consolidating our business’s presence in the UK and Germany as well as strengthening our Eastern European collaborations. As for the second half, we are planning to make headway in the US market. We are confident that our services can deliver in these markets and beyond.
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PwC is a top professional services network operating across the world. We speak to John Murphy about the work their Ireland office does and how this fits into both the firm’s overall work and the market.
PwC is the leading professional services firm globally across a range of audit, tax and advisory services. Our network is wide ranging, with 208,000 people spread across 157 countries. In the transactions space we have dedicated specialists globally working across the deals space in transactions services, corporate recovery and restructuring, corporate finance and M&A tax.
Company: PwC Name: John Murphy Email: john.x.murphy@ie.pwc.com Web Address: www.pwc.ie Address: One Spencer Dublin, North Wall Quay, Dublin 1 Telephone: + 353 1 7926439
Bartkowski / Shutterstock.com
My own work as a partner in the M&A tax team in PwC, and as part of a team of dedicated professionals working continuously in the deals space involves working closely with our colleagues in the broader deals team in Dublin and the broader global network to provide tax support on transactions across a wide range of services including buy side due diligence; acquisition structuring; SPA review and input into the tax deed and tax warranties and structural unwind on exits. Looking at our position in the third quarter, our firm has been extremely busy with the team assisting in restructuring projects for a number of domestic clients, together with buy side project support for a number of inbound acquirers. This means that we are seeing a definite pick up in the amount of overseas acquirers targeting Irish businesses which has generated significant buyside diligence activity. Additionally we are also working with a number of clients on vendor due diligence projects where they are considering an exit or looking to raise additional finance and want to maximise the efficiency of these processes by getting an independent review of the business overall and their tax profile in particular. Within the structuring space specifically we are continuing to see a lot of activity around acquisition structuring as a by-product of the increase in deal flow. Side by side with these we are seeing a continued recovery in property activity which manifests itself in structuring funding for development projects (for example our team was
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heavily involved in the recent refinancing of the O’Flynn Construction Group) or acquisition of commercial asset portfolios by overseas investors. This particular market is shifting rapidly, with the evolving tax policy landscape and in particular the OECD’s Base Erosion and Profit Shifting programme due to throw a specific focus from both a buy side and sell side perspective on the robustness of target business models and financing structures. Vendors and acquirers will be examining these structures to see whether the BEPS recommendations will impact on their efficacy into the future and what impact this will have on deal value. Additionally, there are many changes happening within our region. Ireland’s economic recovery is providing an increase in market activity as overseas investors are looking to Ireland for assets with growth opportunities or value increases across traditional industries, tech/ fintech and property or debt portfolios. These changes are beneficial for our firm, both as a company based in Ireland but also as part of the PwC network. The strength of the PwC network we are a part of means that we can really bring value to our clients on both inbound and outbound projects in terms of connecting them with the right specialists globally and this reach is not something that all of our competitors can offer. Particularly relevant due to the developments in the Irish market is the fact that we are lucky in PwC Ireland to have fantastic inhouse technical support but also to be able to plug into technical expertise in our network which helps us to keep up to speed with local and global developments. Moving forward, for 2016 we are predicting further increases in deal activity and are keen to continue supporting our clients in generating transactional value both in Ireland and overseas.
2015 Third Quarter Update
Name: Gary Grantham (Europe) ; Mike Berman (Americas) Email: gary.grantham@ geosyntec-cat.com (Europe); mike.berman@geosyntec-cat.com (Americas) Web: http://cat-alliance.com/ Address: London; Washington DC; offices also across Europe, Asia, Australia, Africa and South America Telephone: Europe; +44 (0) 781 784 8029; America; +1 240 498 2533
CAT Alliance Ltd. is an international environmental business consultancy providing value-added advice and support to clients engaged in global transactions and other corporate environmental management projects. Gary Grantham and Mike Berman provide us with a tantalising update on the firm’s position in the third quarter. CAT Alliance is operates internationally, and our turn-over in due diligence related projects is anticipated to exceed £12mn this year. Our firm operates across most business sectors (heavy and light industry, chemical and petrochemicals, food and drink, manufacturing, energy, service industries) and sources of work can be very variable. We have noticed a trend of increasing work from transport and logistics type industries over the past 12 months, and activity in the power and energy sectors continues to be high.
diligence support to Vattenfaal during divestment of combined heat and power plants in Scandinavia. Moving forward we are optimistic about 2016 and beyond and our aim is to continue to grow globally and sectorally, and in providing combined technical and environmental due diligence services to existing and new clients.
As we operate across a wide range of sectors we also have a broad client base, working directly for industry, private equity and financial institutions, and real estate companies. We also often provide support to advisors to these sectors such as law firms or transaction specialists advisors. Our engagements are often conducted under confidentiality restrictions. Recently we have been involved with the acquisition of UK based Anson packaging by Danish based Faerch Plastics. In addition we also advised on the combined technical and environmental due
A&A Law Advocates & Solicitors is a highly respected Indian Law firm offering a vast range of services through their specialist team.
Company: A&A Law Advocates & Solicitors Address: R-104, Greater Kailash Part-1, New Delhi-110048 Phone: +91 11 2623 5254-55 Email: admin@aaalaw.in
A&A Law Advocates & Solicitors is a full service Indian law firm dealing with corporate practice, and an off-shoot of Indian Trade Marks Co. (ITMC) has been established for over 60 years. Together the firms combine to have vast corporate exposure, as well as a very strong practice in the areas of corporate and commercial laws; banking and finance; infrastructure; intellectual property rights; labour and employment laws; media and technology; property and real estate. Partners at the firm have extensive experience in handling legal issues in relation to all aspects of Indian law, with their staff consisting of an experienced corporate team to perform corporate re-structuring, legal due diligence, land due-diligence and drafting of contractual relationship agreements. These include joint ventures, memorandum of understandings, shareholder agreements/ investment agreements, license agreements, loan agreements, grant agreements among others.
The firm also combines a vast litigation exposure ranging from Supreme Court of India, high courts, subordinate courts and various forums and appellate tribunals. The firm has a well versed team of lawyers and company secretaries to help its client with all kinds of legal services, who all have a sound understanding of commercial and market realities, providing solutions which are legal and of real commercial nature. It has a broad practice area and a diversified clientele base. The firm has strong presence all over India with work desks in Mumbai, Hyderabad, and Bangalore besides New Delhi. In addition they also have tie-up with various law firms abroad. Partners of A & A are highly respected at the bar and they are at the advisory board of various legal journals and are speakers at several law conferences.
The team has also performed legal due diligence and drafted agreements for various FIs, MNCs and corporate houses.
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INTERNATIONAL PRESENCE
LOCAL KNOWLEDGE
SEAMLESS COLLABORATION As one of the largest labor and employment law firms representing management in all types of employment-related legal matters, Ogletree Deakins has built on the high standards of its founders and their dedication to exceptional client service for more than 35 years. Ogletree Deakins has been named a Law Firm of the Year five consecutive years by U.S. News – Best Lawyers® “Best Law Firms,” and has earned a national “First Tier” practice area ranking for immigration. In addition to handling labor and employment law matters, Ogletree Deakins has one of the largest business immigration practices in the United States. In fact, the firm was named the 2015 Immigration Law Firm of the Year – USA by the Lawyer Monthly Legal Awards. In our business immigration practice, “hand-holding” is not a pejorative. From multinational Fortune 500 companies to the newest startup, our mission is to ensure each client’s journey through the immigration system, whether in the United States or abroad, is smooth from start to finish. Moreover, as an immigration practice in a global labor and employment firm, the synergy between immigration, labor and employment can be maximized to clients’ benefit. At Ogletree Deakins, we offer clients unfettered access to multiple practice areas, including labor and employment, benefits, and tax laws, both in the United States and globally. By exploring these other areas in conjunction with immigration, we reduce risks before they occur with innovative legal solutions and preventative strategies. In today’s world of increased immigration enforcement, the consequences of non-compliance can mean millions of dollars in fines, or other far-reaching government sanctions.
CLIENT SERVICE IS OUR PRIORITY: • We operate an attorney-managed model. Our clients are based all over the United States and the world, and the New York immigration team is available 24/7, via email or cellphone to provide real-time answers, with no regard to time zone differences. • We successfully cover a variety of industries, from alternative energy to beverage to research and development, expanding our knowledge of each to properly advise our clients based on industry trends. • Our legal personnel report on changes to United States immigration practices or regulations and provide a detailed analysis of their impact on employers via our website, client bulletins and eAlerts.
• We analyze the immigration implications of mergers and acquisitions, advise on I-9 requirements, and our labor and employment colleagues assess any significant impact to employment contracts or agreements. • Outbound/non-United States transfers receive the same level of care. We manage every step of the process, in collaboration with our excellent international practice group, providing due diligence on country-specific requirements, from immigration to local labor laws and benefits. • Employers and lawyers working together, providing seamless collaboration among all parties and firm practice groups.
OGLETREE, DEAKINS, NASH, SMOAK & STEWART, P.C. 1745 Broadway, 22nd Floor, New York, NY 10019 PH: (212) 492-2074 | FX: (212) 492-2501
ogletreedeakins.com
2015 Third Quarter Update
BCB Charter Corporate Services Limited (“Charter”) is a wholly owned subsidiary of Bermuda Commercial Bank Limited (“BCB”) which provides full-service corporate services including: Incorporations, liquidations, corporate secretary, registered office, live meetings and minutes, share transactions, safe-keeping documents, regulatory compliance and reporting for companies. We administer companies in Bermuda, British Virgin Islands, Turks & Caicos and other jurisdictions. The Company’s business performance remains solid therefore reflecting the mature nature of Charter. As a corporate service provider, Charter plays a supporting role should any M&A activity arise, however we are not an M&A business.
Company: BCB Charter Corporate Services Limited Name: Deanna Didyk Email: ddidyk@bcb.bm Web Address: www.bcb.bm/ private-wealth-management/ corporate-services Address: Mintflower Place, 5th floor, 8 Par-la-Ville Road, Hamilton HM08, Bermuda Telephone: 441-299-2886
Bermuda is a jurisdiction with a strong legal and regulatory framework supported by an excellent professional infrastructure. The Bermuda Monetary Authority (“BMA”) is the main regulatory body. During 2016, legislation will be enacted to regulate the Corporate Service Provider sector.
As we look ahead to the future, we are committed to applying for the Corporate Service Provider (“CSP”) license and are putting our resources towards that goal. This will result in all aspects of the business being regulated by the BMA and stands as a mark of excellence which will attract new clients. Bermuda Commercial Bank is extremely committed to this business and sees excellent opportunity to expand the size of our corporate services business over the coming years.
To ensure we are at the forefront of any developments and changes in the industry we regularly attend local conferences and discussions to get information directly from the local regulators as to changes with laws and regulations. In terms of what makes us unique as a company, we are owned by a bank which allows us the opportunity to provide and open bank accounts in a more efficient and streamlined manner.
A leading Austrian mid-market advisory boutique with a global presence, TJP Advisory & Management Services GmbH has the comprehensive knowhow and experience from a wide range of roles in well-known national and international consulting, business and scientific firms. Also beyond Austria’s borders, we are constantly involved in transactions in the DACH and CEE region.
Their focus is not only on strategic, restructuring and corporate finance advice, but also on the implementation-oriented part of such projects interim management, in particular in restructuring, post-merger integration, business development and turnaround situations. In addition, TJP provides tax advisory, start-up development, and human resource and audit services. Contact: Thomas Jungreithmeir, Senior Partner TJP Advisory & Management Services GmbH Palais Collalto, Am Hof 13/ Entrance 2/Top Floor, A-1010 Vienna T: +43 1 890 30 32 Fax: -300 Email: office@tjp.at Web: www.tjp.at
The company is headquartered in Vienna, Austria. TJP has branch offices in Brazil, Serbia, Singapore and Slovenia; moreover they are a member of M&A International Inc. and can offer global resources to over 650 M&A professionals, operating in every major financial centre of the world. With such a range of professionals and services at their disposal, the firm handles advisory work from an equally impressive array of sectors such as the automotive and auto supply industry, Real Estate, IT & E-Business, Wholesale & Retail, Mechanical & plant engineering as well as Energy and Natural Life Sciences.
TJP partner Thomas Jungreithmeir in his role as financial advisor, advised the Austrian technology company TTTech, for a capital increase of 50 million euros. As part of this capital increase, two hightech companies Infineon Technologies AG and GE Ventures (a division of General Electric) acting as new strategic shareholders, entered the company. Additionally, the capital increase was significantly supported by existing shareholders under the leadership of Audi AG. TTTech Computertechnik AG, with its headquarters in Austria, is a technology leader in robust networked safety controllers. The closing of this deal took place in March 2015.
A member of
Acquisition International - November 2015 49
Company: Studio Tributario e Societario - Deloitte Email: infosts@deloitte.it Web Address: www.deloitte.it Address: Legal headquarters – Via Tortona 25, 20144 Milano Telephone: + 39 02 83324111
Please give us a brief, overall description of STS Deloitte and the work you do. Our firm consists of over 400 professionals in 9 Italian offices (Bologna, Catania, Firenze,
IT Tax Tools, Tax data analytics develompment: software able to support our customers in the corporate decision-making and in their profile, risks and opportunities management and understanding.
Genova, Milano, Napoli, Padova, Roma and Torino) and desks in New York and Hong Kong, who, with the support of Deloitte’s international and multi-disciplinary network, combine their varied professional experiences in specific fields, thus taking on a leading role in tax consulting services.
STS Deloitte, with the intention of strengthening its national coverage, has inaugurated this year his Naples and Catania offices.
Deloitte STS offers a wide range of professional services in various fields of specialization with scrupulous attention to technical aspects, a strong commitment to quality and continuous reference to the client’s needs. STS offers services in these areas: Business Tax, International Tax, Transfer Pricing, Merger and Acquisition, VAT and Indirect Tax, Global Employer Services, Tax Controversy, Customs and Global Trade, Research & Development, Government Incentives and TMC (i.e. IT Tax Tools). Please give us an insight into your company’s business performance so far this year, particularly in the third quarter? Consulting services in the field of Custom and Global Trade, Shipping, Research & Development and Governemt Incentives and Tax data analytics have seen a strong development within the firm, going to meet the increasing needs of our clients for which the international trade and innovation are the essential factors of growth now.
What makes your company unique? What separates you from your competitors and marks you out as the best option for your clients? Our clients have at their disposal a professional team that, possessing technical competence, guided by moral rigour and with an in-depth knowledge of the markets and legal contexts in which the companies operate, are able to take an innovative and systematic approach to resolving the various issues that our clients face. What does the future hold for your firm? What are your plans for 2016 and beyond? Also thanks to our global network, we should increase our support to the Italian companies recovering from crisis trough export.
With considerable experience in the audit, tax and advisory services, KPMG’s involvement in Kenya goes back to 1949 when it operated as Angus, Lawrie and Jeremy. Peter Kinuthia, from the firm spoke with us about their financial position and how they are navigating the ever-changing state of global economics. Company: KPMG Advisory Services Limited Name: Peter Kinuthia Email: pkinuthia@kpmg.co.ke Web: www.kpmg.com/eastafrica Address: P.O. BOX 40612 – 00100 Nairobi Telephone: +254 709 576215
Our East African practice comprises Kenya, Uganda, Tanzania and Rwanda. KPMG in East Africa also serves the greater East African countries of South Sudan, Ethiopia and Somalia, among others. The firm has 21 partners and over 900 professional staff providing Audit, Tax and Advisory Services. These services are provided under Audit, Tax, Deal Advisory, International Development Advisory Services, Management Consulting and Risk Consulting units. We aim to support businesses through the complete lifecycle in a commercially pragmatic manner. The firm has seen tremendous growth in the last financial year, on the back of a relatively stable macroeconomic environment and increased investment. M&A activity in particular has picked up, and we expect the trend to be sustained into the medium term. Our Deal Advisory and Tax and Regulatory Services Units are currently working on growing the M&A portfolio in East Africa. The Fast Moving Consumer Goods (FMCG) and to a lesser extent, financial services sectors, have experienced a considerable volume of M&A transactions. The East African economies continue to outperform other sub-Saharan economies, offering numerous
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opportunities for investment and business growth. Youth account for more than 70% of the population and the middle class continues to expand, providing a formidable market for any investor. Mobile telephone penetration has significantly reduced the cost of doing business and market access as most governments roll out e-governance. Through our interactions in various industries with different stakeholders including regulators, we strive to understand the key issues and analyse emerging developments in various sectors; using this mind-set to pro-actively deliver excellent services to our clients. East African economies were predominantly agricultural driven. With recent mineral wealth discoveries, a thriving ICT sector and unmatched geopolitical positioning, East Africa has all the hallmarks of a highly dynamic and successful economy. We see strategic opportunities in virtually all sectors and are working to shape developments regionally. Like any other region, success in M&A depends on having real time-on-the-ground information. At KPMG, we work with PE houses, venture capitalists, high net worth individuals, regulators and investors to stay ahead of the M&A microcosm.
2015 Third Quarter Update
OST Energy Ltd is a global engineering consultancy offering specialist services within the renewable energies market. We speak to Simon Turner about the firm’s performance so far this year and their exciting plans for the future.
OST Energy is an award winning, global engineering consultancy specialising in technical advisory work for the renewable energy market and offering a complete package of services for Investors, Lenders, IPPs, Utilities, Manufacturers and Developers.
Company: OST Energy Ltd. Name: Simon Turner Email: info@ostenergy.com Web: www.ostenergy.com Address: 2nd Floor Offices, Nile House, Nile Street, Brighton, BN1 1HW, England Phone: +44 (0)1273 819429
We have an on-the-ground presence in five continents and have delivered unbiased specialist knowledge to our clients within the rapidly changing international renewables market throughout 40 countries. As such we are at the forefront of providing technical advice for project financing across the complete project lifecycle. Our progress so far this year has been positive so far. The company has continued to grow year on year, and despite the relative uncertainty in the UK at the moment regarding renewables, we have kept up that trend into the third quarter in 2015. In order to expand our reach we have completed several new hires in the UK this year and are continuing with our recruitment process, growing our team on a global level as our business expands further into different markets. The fourth quarter will see the opening of our new offices near Paris and we are confident of our success over the next years in the renewables industry. Our teams are vitally important to the working of our firm, which is why we are so keen to continue growing them. We have strong teams of experts in various renewable technologies and services, from solar PV to wind energy, biomass and renewable heat. These teams enable us to take on projects in any and every phase of their development, which often requires our Directors and Senior Consultants to coordinate as a project moves from initial feasibility through technical due diligence into financial closure and asset management.
Our ongoing expansion means that we are able to take on a variety of projects in the renewable energy sector. This year we’ve been involved in around 4GW of projects worldwide, notable highlights are: working for banks refinancing a number of solar portfolios in Europe, undertaking planning permission for new build utility scale solar in the UK, construction management for a large solar project in Honduras and technical due diligence for a large wind portfolio. Renewable energy, like many markets, is fast paced and constantly evolving, so we work hard to stay on top of emerging trends. To do this we pay close attention to the way the market moves, and our global presence often allows us to anticipate the trends here in the UK. Additionally, our collaborative approach helps us to keep ahead of the curve by staying in close contact with our many partners across the renewable technologies who make us aware of upcoming developments, ensuring that we can prepare accordingly. Internally we make sure that our teams undergo constant training to stay on top of these developments and our work in other global markets means that when the time is right in the UK, we already have important experience that can be transferred to our clients’ projects here. Our market is also highly competitive, and we always strive to stay a cut above our competitors by combining our extensive experience and in-depth knowledge of renewable energies with the flexibility and accessibility of a small, dynamic business, allowing clients the best of both of these advantages. Additionally, our internal structure means that our Directors and Senior Consultants are constantly available, allowing for strategic decisions to be taken with the minimum of fuss and resulting in quicker response times to our clients. That same structure also allows us to adopt a seriously flexible approach to projects, tailoring our solutions to the clients’ requirements. Our reports contain the same high standard of detail, but are effectively moulded to the single project, ensuring exceptional depth of clarity and understanding. This allows our clients with information they can rely on to make informed decisions regarding their projects. Looking to the future, we are delighted to announce that we have just become part of the Edif Group, allowing us to add a wide range of engineering services to our existing portfolio of renewable energy technical advisory services. This is a great opportunity for us to develop our business with existing and prospective clients and grow the expertise of our teams both in the UK and abroad, and we excited about this development and where it’s going to take us. Additionally, we have a number of expansion plans coming up which, coupled with our recent partnership with Edif, will provide us with a number of exciting opportunities as we move into 2016 and beyond. Acquisition International - November 2015 51
KETNER Legal Consultancy, Representation and Protection, Ltd is a Slovenian law firm specializing exclusively in the field of intellectual property who are dedicated to protecting their client’s rights. Within their work in the IP sector, KETNER puts an emphasis on the protection of intellectual property, working with clients on projects such as registration of trade and service marks, designs and patents, and the representation in proceedings for domain name dispute resolution.
Company: KETNER, Legal Consultancy, Representation and Protection, Ltd. Address: Tržaška cesta 134, 1000 Ljubljana, Slovenia E-mail: info@ketner.si Phone: +386 (0) 51344655
Led by Meti Ketner, an experienced IP lawyer, and in cooperation with other highly qualified professional partners, the firm strives to exercise, protect and maintain intellectual property rights. Through their vast experience in the area the firm has built up an international reputation for excellence, and now represents their clients across the world, working within a diverse range of markets which has enriched both their experience and their knowledge.
such, KETNER has dedicated itself to ensuring that their range of services is equally diverse, with areas covered including tracking and inquiries for brands, models and patents; providing legal advice and representation in proceedings acquisition of industrial property rights; protection of intellectual property such as trademarks, designs and patents. Looking to the future, the firm is keen to maintain their position at the top of the Slovenian IP law market by continuing to strive for excellence in everything they do, integrating new industry partners and continuing staff development to help drive the firm to greater success.
One of the sectors the firm works frequently in is Europe, with the protection procedures at Community level (the EU) giving the firm authorisation to represent clients from all 28 Member States of the European Union. On the basis of EU protection procedures, the protection of intellectual property rights continues at a global level. Working across such a vast range of markets provides the firm with a diverse client base. As
Cavendish Trust is an independent, international service provider based in the Isle of Man with a sister company in Jersey and affiliated offices in Malta, Cyprus and the BVI. We strongly believe that service should be based upon respecting traditional values, building personal relationships with our clients and focusing on attention to detail. This is how we ensure that modern day expectations for outstanding service standard and delivery are always met. • • • • • •
31-37 North Quay, Douglas Isle of Man IM1 4LB, British Isles Telephone: +44 1624 679000 www.cavendishtrust.com
Company/ Trust/ Foundation Establishment & Management Corporate & Private Jet Ownership and EU Importation Structures Ship and Superyacht Ownership and EU Importation Structures E-Gaming & E-Commerce Licensing and Management Services Aerospace and Satellite Ownership and Management Services Multi/ Bespoke Family Office Services Regulated and licensed by the Isle of Man Financial Services Authority
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2015's Leading Financial Planners Sound financial planning is a must for all regardless of age, family situation or income. Whether you are a private individual wanting to save for retirement, for a child’s tuition or to build up an emergency account, or you are operating a small or medium sized business and are looking for on-going advice, having a plan in place is a must. Setting this plan is an equally important task, with clients constantly seeking trustworthy, reliable advice. As such, we have collated a series of articles on some of the top financial planners, who talk us through their vital and highly skilled work.
Doug Ailles and Associates Limited
For almost 20 years, Doug Ailles has been very successful in the financial planning arena which is primarily due to very unique processes he provides at Doug Ailles and Associates Limited. We spoke to him to find out more.
From my experience, delegation is one of the most important and management skills and has been a key factor to my success. My ability to delegate to associates within my company frees up time for me to concentrate on new avenues of revenue. Approximately five years ago, I joined Strategic Coach where I was involved with a program which essentially supports and gives advice to entrepreneurs. This became a real energy booster for me, where we met on a regular basis of four times a year. In this program, I learned to delegate more effectively and learned a whole new range of new capabilities which have taken my business to the next level. Company: Doug Ailles and Associates Limited Name: Douglas Ailles Email: DougAillesLTD@gmail.com Address: 400 Applewood Crescent, Suite 300 Vaughan, Ontario, Canada L4K 0C3 Phone: 1-866-475-9394
One major change in my approach was when I meet with new prospects as well as use my unique ability to create value. At Strategic Coach, the key questions that need to be asked are the following: “If we were meeting here three years from today, looking back over these three years, what has to have happened during that period for you to feel happy with your progress? What are the biggest dangers that need to be eliminated? What are the biggest opportunities to be focused on and capitalized, and the biggest strengths to be reinforced and maximized?” These questions enabled me to form a strategic alliance with my clients. For people who will not discuss these issues with me; I thank them for their time and move on. In these partnerships, we ensure that we cover all of the fundamentals, including: showing up on time, doing what you say and saying what you do, finishing what you started and of course saying please and thank you. In our business, forensic risk management is really helping business owners succeed. We focus on what their most pressing need is, and look at how can they can improve performance, manage risk and control expenses. We also look at whether they have established an exit strategy, and if they have a business will or a secondary will that deals effectively with their corporate shares. If business owners have an old personal insurance policy and have thought about selling that policy to their corporation, I can approach an actuary company in Canada which I have dealt with for over fifteen years which will assess its value. Forensic management also allows business owners to make their future more predictable. With our process, we look at what our clients’ risk management framework is, and if they are planning to sell their business over the next five or ten years, I will introduce this C.E.O. to a well-known and expert Business Evaluator who will aid in the transition and valuation of their business. We also look to see if they have audited statements indicating an increase in the valuation of your company. Business owners facing this situation need to remember that their buyer will assess the value of their company on the future growth of their sold corporation. Over the last year I was invited to become a member of a very elite organization, which was the Council of Advanced Life Underwriting (CALU). This group meet regularly with Members of Parliament and their committees in Ottawa regarding tax changes that
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affect corporations, trusts, business owners and the general public. Furthermore, I am a mathematician and a hold a number of prestigious qualifications and designations including: Fellow of Canadian Securities Institute, Chartered Investment Manager, a Financial Management Advisor, a member of Society of Trust and Estate Practitioners, a Certified Financial Planner. Perhaps the biggest testament of our services is that the Financial Crisis in 2008 did not affect my business in any negative shape or form. This was primarily due to the level of organization in our firm, where I work on a ten year target which is very specific and measurable. Moreover, I regularly receive positive feedback from my clients, and hearing their comments really does motivate me to strive towards further success. One particularly satisfied clients said: “My investments have exceeded expectations even in this volatile market. I can confidently recommend Douglas Ailles as an expert in his field of corporate strategies and estate planning.” Another client we received positive feedback from said: “Douglas has worked with me over the last seventeen years and has consistently kept me in the right direction even in bad times in the markets.” Similarly, another client complimented my work by stating: “Douglas has helped me for over a decade to manage the complexities of the financial investment world. He set up my Retirement Compensation Arrangement Trust with a Refundable-Tax Account, my pension plan and has guided my investments for my consulting company and my personal accounts.” Another client added that my services had helped him to revaluate his business, which is now going from strength to strength. “Doug assisted me to streamline my business so that it became more productive and efficient produced five times greater monthly profit. I am now hiring a V.P. to deal with this company of mine so I can concentrate on my other two Corporations.” In addition to my corporate work, I have for many years given back to society in the form of my membership of a number of classic car clubs. As a major sponsor of car clubs, I have been involved for many years in designing and planning several FUN RUNS to raise money for charities for several years. In closing, my guiding principles in both my personal and business life are based on the Bible. I even have quotes from it in the materials I send out to new prospects. This consists of 12 pages, including 6 pages of referrals of clients. I mail these out to doctors, vets, and lawyers, and then follow up with a personal phone call. Usually the secretary answers and says for example, the doctor is too busy. However, when I state that I am calling him about the pamphlet I mailed out to him, I tend to find that I get put on the phone immediately.
Ferreira Insurance & Investment Concepts Inc.
Company: Ferreira Insurance & Investment Concepts Inc. Name: Victor Macedo Ferreira Email: info@lifehealthandwealth.ca Web: www.lifehealthandwealth.ca Address: 18 Brule Trail, King, Ontario, Canada Telephone: (905) 939 2930 INTL: 001 905 939 2930
Victor Ferreira is the President of Ferreira Insurance & Investment Concepts Inc, and a life member of the prestigious “Million Dollar Round Table” (Ranked top 1% of advisors worldwide). He has been providing high quality investment advice for over two decades, and over the years has become well respected by his community and the financial services industry for his dedication to client satisfaction. We spoke to him to find out more about his background and why he is often regarded as the financial planner of choice across Southern Ontario.
Victor Ferreira was born in Vera Cruz, Aveiro, Portugal and moved to Canada when he was just eight months old. His first taste of Canada was in North Bay, Ontario, where his family settled and lived a humble life, facing all the challenges of adapting to life in a new country. When he finished grade eight, his parents allowed him to go back to Portugal to continue his education. When he was 15 years old, Ferreira registered as a boarding student in “Colegio de Albergaria - aVelha”. After graduating from High School and passing a difficult admissions exam, he secured himself a place at the Catholic University of OPorto, where he attended the faculty of law.
Since then, with “Clarica” (when company changed its name and became a publicly held company) and years later when it integrated with Sun Life (May 2002) he remained one of the top advisors in the Country.
Unfortunately, Ferreira’s mother fell seriously ill and he made the difficult decision to leave his studies to be at her side. With her death, and the grief that followed, he was unable to focus and decided to take a break and accept a job opportunity on a cruise ship. He joined the crew of the S.S. Norway, which at the time was the largest passenger ship afloat, and sailed from Miami in the fall of 1983. During the next four years, he worked in the hospitality industry while on board a number of ships.
Today, as President of Ferreira Insurance & Investment Concepts Inc, Ferreira has gone on to further success. He has been a member of the “Million Dollar Round Table” (MDRT) since 1997 and “Court of the Table” (three times of MDRT requirements) since 2012. This prestigious membership is exclusive to Financial Advisors that meet their high quality standards; exceed an equally high level of production; and practice strict adherence to a “Professional and Ethical” Code of Conduct. He has been distinguished with many top industry awards that set him apart, as well as his numerous designations which include Registered Financial Consultant and Elder Planning Councillor.
During this time, he visited many ports of call along the Bahamas, Caribbean, and Mexico. For Ferreira, this was a true life shaping experience, where he learned that the novelty and glamour of working at sea was just an illusion, and soon started to wear off. As a result, he was longing for a more fulfilling life on solid ground and soon returned to Canada and settled in Toronto.
Ferreira Insurance & Investment Concepts Inc. offers a broad range of products and services that go far beyond traditional life insurance, such as critical illness, accident & sickness, long term care, financial & retirement planning, market based investments, a variety of alternative investments (i.e.: Collateralized Real Estate projects available to both Canadian and International investors), and much more.
His first job in Toronto was managing the Sea Shanty Restaurant at Yonge, and Bloor. At the same time, Ferreira learned about the city and made new friends. With new friends, came new opportunities, and Ferreira went on to study Oenology, become a “Certified Master Sommelier” and took a course in hotel management. Although he remained in the hospitality industry for a few more years, he did not feel fulfilled. However, it was 1994 when another opportunity literally sought him out.
Furthermore, Ferreira is an active member of the community and has sponsored and co-sponsored many events in the past, such as “Portugal week”, “Carabram”, as well as concerts featuring top musicians such as Roberto Carlos, Paula Fernandes and Tony Carreira. He also lends his support to scholorships for students, the Angels from Heaven Youth Foundation, as well as the Luso Canadian Charitable Society, etc. Ferreira is very grateful for all his accomplishments and tries to emulate, even exceed, his level of financial success for his clients and friends.
Ferreira was introduced to a Prudential of England sales manager in Toronto, who encouraged him to become a Financial Security Advisor with the company. He took the challenge, even though he was discouraged by his friends because of the low success rate of many agents and the competitive nature of the insurance industry. Once again, perseverance and hard work prevailed, and he passed the exam, became licensed and completed the necessary training in the summer of 1994.
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After fulfilling the necessary requirements, Ferreira was appointed as a Financial Advisor, in September of the same year. From his perspective, it was a wonderful feeling when he sold his first policy and he has not looked back since.
Victor@lifehealthandwealth.ca www.lifehealthandwealth.ca
2015’s Leading Financial Planners
2015's Leading Financial Planners Sandra Mews and Associates offers comprehensive financial planning for professionals, business owners, and their workforce. The team executes these plans using insurance and investment vehicles. We had the chance to speak with the eponymous founder and learn what it takes to be a leading financial planner in the fluctuating North American market.
Company: Sandra Mews & Associates Inc. Address: 176 Larch Street Sudbury Ontario Canada P3E 1C5 Phone: 705-525-5811 Fax: 705 525 7416 Web: www.sandramews.com Email: sandra@sandramews.com linkedin – Sandra Mews Facebook – Sandra Mews & Associates
We have never taken a “cookie cutter” approach, says Sandra. Every business has a unique story; no matter what the market, or the economy may be doing at any one given point in time, she and her staff concentrate on helping each client find their own path, and the options that will best suit them. “I always focus on the needs of my client, before anything else” says Sandra Mews. “It’s not always just about the money. It’s about options, and choices. I know if I can help people see the possibilities in any given situation, they will be in a much better position to decide exactly what’s best for them.” Mews says her firm is expanding its services in the business sector. The boomers are now of an age where they are looking to retire, sell or wind down their businesses. Exit strategies and transitional plans are a crucial part to their planning for a secure future. Mews and Associates also specialize in helping people re-locate.“When people sell their business, some look to retire and re-settle in Canada.” We can steer them through the maze of tax, pension-benefits and investment options they need to tackle in their move. Tax efficient investing and tax effective estate planning are key priorities for Canadian tax payers. Mews says part of her company’s long term success comes from a company culture of “independent thinking”. “We voluntarily pay for research from providers that are not associated with government, banks or mutual fund/stock selling organizations.” We are always
looking to deepen our understanding of the key forces, active in the current and short term, so that we can be confident our longer term view remain trustworthy”. Mews says that taking into account the mainstream and alternate views of the economy is the main reason her clients weathered the financial crisis of 2008 so well. The firm’s independence means that we can offer solutions from many financial institutions. “We do a lot of research and thinking; taking the long term view requires patience but allows us to not focus on predicting short-term market performance fluctuations, as it is speculative with many unknowns. We believe our considered approach to the markets, offers our clients an investment journey with fewer bumps in the road. Sandra comes by her empathy and fierce dedication to her clients through the school of hard knocks. Her father, a business owner, died unexpectedly at a young age, leaving her mom with four children and huge debts. “It was a very difficult time for our family; we had no one to help us figure out what to do. I know how overwhelming and terrifying that kind of situation can be so it gives me great satisfaction to help people plan for the expected and unexpected. It doesn’t always have to be a desperate situation.” Mews and her team are passionate about their role as a facilitator to their clients’ goals. And that, she says is one of the many reasons our team is in it for the long term.
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Lithuania: Leaders of Economic Development in the EU With the largest economy among the Baltic States, Lithuania is becoming increasingly important in the business world as firms from the region begin to make a name for themselves on the international corporate stage. With this in mind, over the coming pages we speak to one of the top management consultancy firms in the country about what the future holds and how the region will overcome the economic challenges to prosper in Lithuania.
Lithuania: Leaders of Economic Development in the EU
Company: Strategy Labs Address: Pilies g. 16, LT-01403, Vilnius, Lithuania Web: www.strategylabs.lt; www.lewbengroup.com Email: hello@strategylabs.lt
Strategy Labs is a leading Lithuania-based management consultancy firm, which specialises in providing expert, client-centred advice across a wide range of business sectors. Strategy Labs operates as a member of Lewben Group, an international provider of wealth & asset management, private banking, family office, business, financial, tax, legal and structuring solutions. We speak to Managing partner Deividas Tumas about the firm’s strategy for breaking into the region and get an exciting glimpse into what the future holds for his company. Established over three years ago, Strategy Labs is a management consulting firm designed to bring top quality service to companies in the Baltic market, which has traditionally been a small, restricted market where customer service was not prioritised. During the first two years, we found that 90% of our revenues originated from outside the Baltics, however, following much hard work and dedication, we finally built ourselves a strong enough reputation to start attracting large companies within the region and we worked with in 20 countries, including the UK. Our success to date has coincided with extremely exciting times for the Baltic region. The country is growing at a fast pace and we are seeing a surge in business both for ourselves and many partner firms we work alongside. This increase in business is a good indicator that the region’s economy is healthy. As such, we are seeing an increase in M&A and growth in tender processes as a healthy economy is the best environment for expansion. Companies expand into different markets so we are doing a lot of work related to this, including planning, strategy etc. As a management consultants, it is our role to offer advice to top managers and shareholders on strategy and performance improvement topics. The critical component of our role is engaging with the client, which involves working physically with the client, not via paperwork as some of our competitors operate. On a typical project, we would allocate a full-time team to a client, and to ensure that the client has their full attention our consultants only work on one project at a time, working hard to engaging and building a relationship with clients. We have to interview management and employees, train junior employees, visit premises and ask uncomfortable questions as part of our role, but we always try our best to ingratiate ourselves into the company in order to achieve impact and ignite organization change. This cannot be achieved through working from home desk alone. Despite not relying on “academic recommendations” we are primarily a fact-based company, working hard to ensure we do not provide ungrounded opinions but instead that we rely on numbers and proprietary research and base our findings and recommendations on proof and facts. Gathering this information is a key aspect to our work. Much of this information is provided by the client in the form of reports, but we also conduct interviews, bring in external experts and carry out market research to ensure that we have a complete picture of the situation. This approach has proved particularly effective for our firm, and it has enabled us to forge lasting relationships with our clients. As more than 90% of
our revenue comes from repeat business we pride ourselves on providing client satisfaction. Our client range is diverse and as such we work on a variety of projects. One particular type of assignment that we find very exciting is commercial due diligence. In the Baltics, legal and financial due diligence is vital, however commercial due diligence is not as ingrained. Because of this we are one of the few companies in the region that are able to offer this service and we have built a considerable reputation in this sector, which has led us to working with over 20 commercial due diligence engagements in the past two years. This reputation is primarily based on the fact that we go beyond the financial numbers and look at the whole business from a buyer’s point of view. We question every aspect of the firm, from management motivation to the risk of losing key clients and the potential for long-term growth. By finding the answers to these questions we are able to provide a high level strategic plan of what needs to be done once a client has bought a company. Our approach is particularly important because of the nature of due diligence in M&A transactions. When a company buys another, there is some sort of formal process and, most of the time, the target wants to sell. The target will generally have a data room and is willing to open up and reveal its numbers. However, these figures cannot be taken at face value as they will often be optimistic projections. Therefore the client hires us to look beyond these numbers and determine the risks and the firm’s real worth. In order to achieve this we are dedicated to sourcing top quality employees who share our dedication and passion. Like many of our competitors we understand that in the consulting business, people are key so it is always a challenge is to continue to attract and retain the top talent. We have seen quite a lot of competition from businesses opening offices in Lithuania, for example Google is hiring in the region, as are a lot of outsourcing centres. However we are always able to source the best people because we value entry level applicants who we shape into managers and, eventually, partners. We look for exceptionally gifted and smart people with good academic credentials. Ninety percent of our employees are educated abroad, particularly in the UK, so we target these people who are willing to come back and use their expertise in Lithuania. Looking to the future, we are eager to expand our product portfolio, particularly moving into the implementation market. We will be adding a new service line, offering IT consulting services, and we also have other plans related to big data which will provide us with some exciting opportunities.
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Cyprus: An Island of Resilience After a long and daunting period, the green shoots of recovery are beginning to show in Cyprus. The country’s economy has grown by 1.2% in Q2 and it is expected that it will grow by a further 1.4% in 2016. It has been the largest expansion in over four years and reflects how reform efforts are finally paying off for the Cypriot people.
Ones to Watch in 2016
COSTAS TSIRIDES & CO LLC is a full service law firm based in Cyprus. Managing Director Alexandros Tsirides discusses the Cypriate law market and his own firm’s work to maintain its position. Name: Alexandros Tsirides Managing Director Telephone: +357 25820810 Email: alexandros@tsirides.com Web: www.tsirides.com
COSTAS TSIRIDES & CO LLC was founded in 1970 and, since then, has been established as one of the most reputable and respected law firms in Cyprus. The firm specialises in civil, commercial and crossborder litigation, among other areas. In addition the firm has been also heavily involved with international business and has established strong dedicated department dealing exclusively with corporate formation and administration. This department consists of lawyers, paralegals, accountants and clients managers. We have achieved to attract and maintain a strong client’s portfolio including major industrial and financial groups from Central Europe, Russia, Ukraine and other CIS countries and the Middle East. As such the firm is in a position to also provide its clients with services in the field of arbitration law as may be required. Members of the firm have substantial experience in arbitral proceedings of commercial disputes acting both as counsels and as arbitrators, combining to mean that we have a broad experience in a variety of commercial areas from construction law and cases involving disputes ranging from breach of contract to fraud and breach of fiduciary duty. Additionally, the firm has experience in advising clients on all aspects of arbitration law and proceedings starting from drafting the necessary arbitration agreements to refer disputes to arbitration, hearing of the matter in dispute and dealing with the enforcement of arbitral awards both local and foreign. Members of the firm have been appointed as members of the chartered Institute of Arbitrators, and the lawyers of our firm also act as legal advisors and serving as members on the Board of Directors of a substantial number of companies registered and/or carrying business in Cyprus and abroad, both private and public. Competition law issues are also a key specialism of the company, and as such the firm undertakes representation in all litigation proceedings before the Commission for the Protection of Competition. Our firm also undertakes all relevant proceedings for the approval of takeovers, mergers, and acquisitions. Further, we offer advice on the compliance of distribution and franchise and any other agrements with the provisions of Competition Law. Moreover, the firm offers specialist expertise in the field of banking and finance offering services of litigation, drafting and advisory work relating to retail banking and financial services. COSTAS TSIRIDES & CO LLC is also one of the leading law firms in Cyprus, with a vast experience on Real Estate and Property Law, offering a wide range of services.. One of our primary targets and concerns in dealing with clients has been to respect their bespoke needs, offering a personalised service that is tailored to
their specific circumstances. Moreover, the firm is committed to handling each case with respect and discretion, aiming to develop a personal relationship with clients based on mutual trust. This philosophy has always helped us to offer our expertise by understanding the true needs of our clients, and we pride ourselves on the fact that each of our clients, private or commercial, individuals or corporate, receive the same personal service and care. The aforementioned values are fundamental to our approach, and will always remain so. Our typical clients are currently high-net-worth individuals and international corporations; however, we aim to strengthen our litigation team by recruiting experienced litigation lawyers. Our co-operation with international law firms in handling the Cyprus aspect of international litigation is testament to our strength in the litigation field and has significantly improved our market position. Also, understanding the need and tendency in the business field towards globaliastion and in order to be able to offer our clients the same level of personal service and expertise not only in Cyprus but also around the globe, our firm is a member of Blams Group International (B.G.I.), a worldwide association of independent law firms. Working closely together with our colleugues in B.G.I we can face, together with our clients, any challenges that lie ahead in any jurisdiction around the world. We believe that our expertise in this area and the positive results we achieve for the clients gives us an advantage in the international litigation field. This is demonstrated by the co-operations we have established with international law firms and large international corporate clients as well as high-networth individuals. As Managing director I have been active in the area of civil and commercial for more than 15 years. I am a member of the Cyprus Bar Association, and was elected as a member of the Administrative Council of the Cyprus Bar Association. In my opinion the use of Cypriot companies in international business structures and the reliable legal system of Cyprus makes Cyprus an attractive place to litigate, and as such I am seeing an increase in commercial and cross-border litigation in Cyprus. It must of course be stated that in March 2013 Cyprus became the first country in the world to implement bail-in measures for the rescue of its banking sector. However, after the initial shock and uncertainty, economic recovery in Cyprus is expected in record time, despite the challenges faced in the last years. Thanks to the Government’s commitment to achieving economic recovery and growth, Cyprus has managed to turn the page, successfully facing the island’s economic challenges, and establish itself as a thriving business center. In 2016, our head offices will move to and occupy a newly refurbished building in the commercial Centre of Limassol situated in a very preferential location next to the Law courts in the heart of the business center of Limassol. Acquisition International - November 2015 61
E&G Economides LLC is a dynamic and fast growing law firm working in Cyprus. We speak to George Economides who talks us through the firm and their work in this region despite the economic issues.
Company: E&G Economides LLC Name: George Economides Email: legal@economideslegal.com Web: www.economideslegal.com Address: 30 Gr. Xenopoulou Street, 3106 Limassol, Cyprus P.O.Box 58043 3730 Limassol, Cyprus Telephone: +357 25866480
E & G Economides LLC, is a law firm based in Limassol, Cyprus. We specialise in Corporate & Commercial, Tax and Private Client services amongst others. With a team currently comprising 18 advocates, our firm continues to grow and expand its areas of practice with the support of an active network of global associates.
other economic and social sectors of the island’s infrastructure. Unemployment rates need to be continuously decreased, unlike the growth rate, which conversely needs to be continuously increased. It is expected that in 2016 Cyprus will have a growth rate of 1,5%.
Despite economic issues throughout the EU recently, Cyprus is an attractive region to work in and we have seen an increasing number of investors in the region over recent years. Cyprus is an EU member state and has one of the lowest corporate tax rates in the EU at 12,5%. Cyprus’ large network of Double Tax Treaties, its largely UK-based legal system and highly qualified professionals; makes Cyprus’ prospects very favourable.
Our firm adapted to the financial turmoil in the country because we never lost our focus and confidence in what Cyprus has to offer. We concentrated on our core areas and continued offering the best possible service to our clients. In fact, going against the waves the firm took on 10 more specialised advocates, further expanding its areas of practice and considerably reinforcing existing ones. By way of expansion, we have recently broadened the scope of our services by introducing a specialised Litigation and Dispute Resolution department headed by highly experienced, skilful and adept advocates who are able to assist in all civil and criminal law matters before the Cyprus courts.
The increasing number of foreign investors that choose Cyprus to permanently reside or acquire a Cypriot citizenship is phenomenal. It is remarkable that people from all over the world, even if they have never visited Cyprus before, seek the island as a destination to reside. These could perhaps be considered as the preferred investments currently in Cyprus. These investors have been increasingly looking to Cyprus because, for the past three years, both the public and private sectors in the region have been taking small but steady steps towards economic stability and solid progress has been made thus far. However, going forward, the trust factor needs to be further embedded; trust needs to be fully restored not only in the banking sector, but across
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Moving forward, the regulatory environment both in Cyprus and abroad is changing at a fast pace and the real challenge is to remain abreast of such developments. We try to invest as much as possible in our people and motivate our personnel on a daily basis whilst at the same time remain loyal to our unwavering commitment towards our clients by exceeding their expectations!
The Importance of IP in M&A Transactions
Please give us a brief, overall description of A. G. Frangos & Co LLC and the work you do. A. G. FRANGOS & CO LLC is a Limassol, Cyprus based, licenced boutique law firm, established in 2010 by Mr. Andreas G. Frangos. At the same time and in partnership with the Ukrainian lawyers Mr. Artem Saprykin and Ms. Iryna Odynets they established F.S.O. International Legal Services Ltd, a Cyprus licenced fiduciary and administrative services company, which serves our international clients’ corporate fiduciary needs and our clients in Kiev, with our office there. At A. G. FRANGOS & CO LLC we provide to the point and in the most efficient way in terms of time and cost, professional legal advice to the corporate and private clients of the firm, both in Cyprus and around the world. A. G. FRANGOS & CO LLC not only endured, but thrived and developed during the economic crisis.
Company: A.G. FRANGOS & CO LLC Name: ANDREAS G. FRANGOS Email: andreas@frangosllc.com Web: www.frangosllc.com Address: 140, Arch. Makariou III, RAPTOPOULOS BUILDING, 3rd FLOOR, OFFICE 301, 3021, LIMASSOL, CYPRUS Telephone: +35725738400 FAX: +35725738408
How are A. G. Frangos & Co LLC able to assist investors, entrepreneurs, and management teams in doing business or looking to do business in Cyprus? Our firm is able to provide solid legal and real factual advice to any investors, either private or corporate, wishing to trust the jurisdiction of Cyprus to do business, by guiding them as to the best legal and real way to achieve their goals. At A. G. FRANGOS & CO LLC we also maintain a trusted and tested network of partners with various specialities in order to be able to assist our clients with the successful establishment of their business activities in Cyprus and globally if needed. How do you feel the economy is fairing in Cyprus? What has been your experience as a business working in this region? Cyprus economy at the moment is recovering and is gaining back the lost trust from the markets and soon Cyprus in 2016 will be out from any memoranda and in no further need of financial help from IMF and the European Central Bank. Great and beneficial reforms have taken place in Cyprus making Cyprus ideal for any scale of investments. A. G. FRANGOS & CO LLC has managed to flourish through the crisis, due to the solid guidance and advice given to our clients, respecting the clients’ money and time and at the same time respecting ourselves, as servants of the Justice and as professionals of the Law.
Please tell us about your firm’s overriding philosophy when it comes client service. How is this developed and maintained across all sectors? The immediate and efficient service to our Clients is one of the significant elements of our Firm’s policy. The reason of achievement of this factor is our highly trained Team, and the professionalism that characterises our Team, along with the understanding of what each Client wishes to achieve. What would you say is the ethos behind your firm? Is there a certain culture that defines your company? We consider ourselves as servants of the Justice and not just professionals to make money. Furthermore, we believe that everything is about good and efficient communication and cooperation which results to an effective organisation! This culture defines the relations between our Team and therefore the relationship with our Clients. We strongly believe that behind each complicated case and/or project, there is a challenge and a lot of significant experience to be gained, that we are about to receive in order to develop our professionalism, our professional judgement and in consequence the best resolution of any task in favour of our clients. When working in an industry that is constantly changing, what does your firm do to ensure that they are at the forefront of any emerging developments? The Greek philosopher Heraclitus of Ephesus said “ta panta rhei” which means “everything flows”. Our team consists of people curious about the local and global developments not only in the field of law but in the social and economic changes around us. We are not a firm cut out of the real world. Continuous professional awareness and education and personal improvement is the key to our permanent connection with anything new. What makes your company unique? What distinguishes your firm from its competitors? We respect our clients and ourselves. Our clients become our friends because we advise them the way we would like to be advised. We don’t see our clients as “wallets” but as people or legal persons that they have a specific need, which has to be addressed in the best time and cost effective way. We do not promise things we can’t deliver. We always try to assess and explain to the clients their options based on reality. We are not magicians, we are lawyers. The positive working environment of our Firm, the cooperation and communication between the members of our Team and the desire for development, progress and knowledge, gives the motivation for successful results both for our clients and ourselves as professionals at A .G. FRANGOS & CO LLC. . What does the future hold for your firm? What are your plans for 2016 and beyond? We have no idea what the future holds for our Firm. What we know is how to influence future, to be favourable to our Firm. We always try to improve our services and ourselves, retaining our professional standrads and ethos in the process and always try to develop, eliminate and never repeat any possible previous unproductive practices. We are proud that we have endured and flourished through the economic crisis, which taught us a lot, not only how to survive, but to turn any unfortunate events or situations to beneficial and productive opportunities. We also learned a new keyword, which is called “synergies”… Any further comments? Always think positive.
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The Importance of IP in M&A Transactions
Company: Christos Paraskevas LLC Name: Christos Paraskevas Advocate and Managing Partner Email: info@paraskevasllc.com Web: http://paraskevasllc.com/ Address: 11, Vyzantiou Str., 3rd Floor, Strovolos, Nicosia, 2064, Cyprus Telephone: +357-22 432 800
Christos Paraskevas LLC is a law firm based in Cyprus, which is considered as a “one stop legal service provider” for all the legal requirements of the international investor, the corporate and private client. Our Law firm is offering a full range of legal and consulting services and specialises in the areas of corporate law, commercial law, real estate law and intellectual property law. Our law firm provides comprehensive legal solutions according to the clients’ particular business needs, requirements and objectives. We consider the values of our firm, such as quality, commitment, efficiency, and integrity, being the cornerstone of the success of our firm. Among our clientele includes foreign investors including both individuals and corporations from all over the world. Many of them, especially from Russia, China and the Middle East regions, have recently shown a significant interest in investing in real estate and purchasing immovable properties in Cyprus, primarily because of the large fall of market prices due to the last years’ recession in Cyprus and also due to low taxation, low costs, and the safety that our island provides. The number of investors in real estate has especially grown in the last two years, mainly because of the decision of the Cyprus government to relax the conditions and procedures for obtaining Cyprus Citizenship (and therefore EU Citizenship as well). They have also relaxed the conditions on permanent residency permits for foreign investors in real estate and other fields of the Cypriot economy. Over the years, our firm has acquired substantial experience in this sector and we provide contentious and non-contentious real estate legal services to investors. Among these services includes undertaking a legal due diligence, consulting on residential, commercial, and industrial property, drafting and negotiation of the sale agreement, as well as monitoring and supervising the whole process of selling an immovable property.
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Additionally, many of our international clients request our corporate and tax planning legal services, as they frequently use a Cyprus Company or a Cyprus Trust as an EU corporate vehicle for their investments and trading activities within Europe and globally. In this way, they can exploit the robust tax and legal regime in Cyprus. Cyprus is a favourable jurisdiction for the set-up of companies and trusts as a result of Cyprus’ wide range of double tax treaties, low corporate tax rate, strong EUcompliant legislation and the absence of any withholding tax on dividends, interest and royalty payments to nonresidents of Cyprus. Our law firm provides legal assistance in tax planning and establishment of Cyprus companies and incorporation of special purpose vehicles and trusts and we provide corporate administration services to a broad range of international clients. For 2016, we are confident that Cyprus will maintain its long-term economic stability and that the island will remain an attractive business centre to foreign investors. As a firm, we continue to move forwards in anticipation of new future opportunities for growth.
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The Isle of Man's Ever-Growing Economy The Isle of Man continues to boast one of the fastest growing economies in Europe, pointing to 31 years of continuous growth. The Isle is renowned for quality and efficient service, supported by outstanding professional services and capabilities. With the future looking bright and growth predicted to continue into 2016, we have taken the opportunity to examine this region and speak to some of the best business experts it has to offer.
In contrast to almost all other jurisdictions in the world, the Isle of Man has entered its 4th decade of continuous economic growth. This performance has prompted Acquisition International to look closely at this small International Business Centre which would appear to have found the Holy Grail for sustained fiscal growth. We’ve invited Christina Rawlinson FCCA, a Director of Cavendish Trust Company Limited, an Isle of Man based independent, international corporate and trust service provider to explain the secret of the Island’s economic success.
Name: Christina Rawlinson Director Company: Cavendish Trust Company Limited Address: 31-37 North Quay Douglas, Isle of Man, IM1 4LB Email: tr@cavendishtrust.com Phone: +44 1624 679000 Web: www.cavendishtrust.com
The Isle of Man is a self-governing British Crown Dependency, located in the middle of the Irish Sea with a population of c86,000. According to the latest figures available from the Isle of Man Government’s Economic Affairs Unit, the Isle of Man’s GDP has reached £4.32bn after recording real growth of 4.5% during the 2013/14 year. Furthermore, 2013/14 is now officially recorded as the 31st successive year of growth for the Island’s economy. The strength of the Isle of Man economy is its diversity and ability to adapt to and embrace an impressive range of business sectors. This includes the full breadth of financial services, together with aviation services, ship and superyacht management, manufacturing and e-commerce, which have each traditionally been, and continue to be, integral components of the Island’s commercial footprint. More recently, however, we have seen the introduction of an exciting array of new business sectors setting up home here. ICT, e-business and e-gaming, together with the aerospace and satellite industries, are all now playing their part in the Island’s economic success. But does this fully explain the Isle of Man’s impressive achievement of year-on-year real economic growth, particularly against a backdrop of international fiscal stagnation and even recession? Businesses thrive and fail for all manner of reasons. As a consequence, business owners place a high value on reducing as many external pressures as possible which can negatively impact upon their trading environment. The Isle of Man Government, in partnership with local regulatory bodies and industry, has endeavoured to create a business friendly landscape, which focuses on creating the right balance of regulation, transparency, political stability, taxation and financial assistance. This sensible approach has enabled businesses to flourish. The Isle of Man Government also understands that to sustain economic growth it needs to be pro-business, not just for the benefit of existing operators, but also to ensure that the Island is seen as an attractive proposition for new business start ups. Where possible, this extends to providing assistance during periods of capital outlay and expansion. It is for this reason that the Government has created a Financial Assistance Scheme, which is designed to encourage new inward investment, particularly in sectors such as manufacturing, ICT, e-business, tourism & leisure and financial services. In addition to the Financial Assistance Scheme, the Isle of Man Government has just announced the creation of a £50m Enterprise Development Scheme to provide VC capital and loans to new Isle of Man businesses and to stimulate further economic growth. I believe this is an
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extremely positive step towards maintaining long term prosperity for the Island, because in encouraging new companies to set up in the Isle of Man, this will provide scope for additional employment opportunities. Adding to our existing high quality, multi-skilled workforce can only help the local economy to thrive. Another potentially unique factor is the close working relationship between industry and the Isle of Man Government. As an example of this cooperative, open-door policy, businesses are able to liaise directly with senior Government Ministers, including the Island’s Chief Minister. The Island is also well catered for in terms of transport, enjoying strong air and sea links to major transport hubs in the UK and Ireland, which provide onward air connections to Europe and the rest of the world. The business friendly approach adopted by the Isle of Man Government is just one reason for the Island’s sustained economic growth. Another key factor is the Island’s straightforward and advantageous corporate and personal taxation regime, which combines successfully with a well balanced, robust and internationally respected regulatory system. The Isle of Man’s taxation system includes corporate tax at 0%, no capital gains, inheritance, withholding or wealth taxes whilst employees enjoy a low rate of tax of 20% on earnings over £19,500 p.a. (with a tax cap of £125,000 p.a. for high earners). As regards the regulatory regime, the Island is an OECD ‘white-listed’ transparent jurisdiction and is internationally recognised by the IMF, FATF, EU Code of Conduct and other international bodies as meeting/ exceeding international AML/ CFT obligations. The third and final reason for the Island’s sustained economic growth is its market leading, technological and legal frameworks which provide an enviable platform for the provision of a wide range of international services and corporate structuring. This combined base, plus the kudos associated with a robust regulatory regime, has resulted in the ICT and e-business sectors enjoying significant growth in the past few years. Cavendish Trust is part of the Abaris Fiduciary Group of Companies and is regulated by the Isle of Man Financial Services Authority. As a full service Isle of Man based corporate service provider with a client base dating back 30 years, Cavendish Trust Company has a close association with all the major business sectors that operate in the Island. As such, Cavendish has the experience and the necessary skill sets to be ideally placed to assist new businesses to establish in the Isle of Man and this includes helping business owners and their families to relocate.
The Isle of Man’s Ever-Growing Economy
CCW LLC is a long-standing firm of chartered accountants based on the Isle of Man. They live by their core values: Professionalism, Trust, and Commitment, and pride themselves in understanding their clients and providing a highly personal approach. We got in touch with them to get their insight on the thriving economy in their region.
With the Isle of Man recently announcing a number of ‘Enterprise Isle’ initiatives to continue to grow the economy and boost inward investment (including the introduction of new tax incentives and changes in financial regulation), there is no better time to become a resident in the Isle of Man.
Company: Crowe Clark Whitehill LLC Address: 6th Floor, Victory House, Prospect Hill, Douglas, Isle of Man, IM1 1EQ Email: mail@crowecw.im Web: www.crowecw.im Phone: +44 (0) 1624 627335
Advocate Marina Warwick
The Isle of Man is inside the Common Travel Area (CTA) which also includes the UK, Ireland and the Channel Islands. To reside within the CTA, non-EU nationals, need to obtain a residence visa. There are various types of visa, the two most popular types of residence visas can be obtained within the Isle of Man. These are known as Tier 1 Entrepreneur Visa and the Tier 1 Investor Visa.
We have years of experience of managing family and international structures and have links to professional advisers in almost every jurisdiction on earth. We are proud of our approach, our people and what we can offer. We can assist you in this process. If you are interested in becoming resident in the Isle of Man and want to find out more, please contact Phaedra Bird at phaedra.bird@crowecw.im
Our family office services offer an excellent introduction to the Isle of Man. As a trusted adviser to your family and business, CCW’s services are uniquely crafted to give each family exactly what they need. We will take the time to get to know you, your aspirations and your concerns. We understand that there is nothing more intimate or important than family and that you will be entrusting personal
Marina Warwick is a specialist in international trade law qualified as advocate in the Isle of Man, solicitor in England and Wales and international lawyer in Russia. She regularly speaks about the Isle of Man at conferences and maintains a substantial presence and significant connections on the island. An English-speaking low-tax jurisdiction within a 1-hour flight from London and a 30-minute flight from Dublin, the Isle of Man attracts international business and qualified or wealthy immigration not only by its tax regime, but also efficient communications, a well-developed infrastructure, high living and work standards, political and financial stability, privacy and security. Formally qualified as an international lawyer, Marina Warwick advises on immigration law in multiple languages, including English, Russian and French.
Company: Advocate Marina Warwick, LL.M. (LSE) Name: Marina Warwick Email: mw@marinawarwick.com Web: www.marinawarwick.com Address: 1 Athol Street, Douglas, Isle of Man, IM1 1LD Telephone: 01624 622230
matters to us. Through this process, we work to gain understanding and build long term relationships.
Her main practice focuses on company and commercial law and the areas of her master’s degree from the London School of Economics: international tax, intellectual property and Internet law. Her skills are particularly well suited to tax-efficient structuring and financing of businesses with international interests, which include e-gaming and cryptocurrency operators, biomedical research and venture capital projects, investment funds, shipping and aviation groups. Marina advises on matters of English, EU, Isle of Man and Russian law arising in the structuring of international groups and trusts with a view to ensuring investment and asset protection, regulatory compliance, privacy, tax efficiency and isolation of risks.
Recent examples of her work feature international registration of intellectual property rights for Isle of Man and English companies, fundraising for such companies, including private placements with investors resident in the UK, the Isle of Man and Russia, acquisition and redomiciliation of Isle of Man companies holding property in the UK and beyond, and advice on the law of the Isle of Man and Russia as part of specialist teams restructuring the tax affairs of their international clients. In addition, her affidavits on foreign law were accepted by probate departments when deceased persons domiciled in Russia left assets in the UK. Before becoming the first Russian-qualified lawyer to be admitted as an advocate in the Isle of Man, where she remains the only advocate in private practice advising on Russian law, Marina practiced in Moscow for seven years, mostly with international law firms, including Gide Loyrette Nouel and Freshfields. She also worked closely with a leading international arbitrator at Mannheimer Swartling on cases heard in the London Court of International Arbitration and the Arbitration Institute of the Stockholm Chamber of Commerce, where the firm acted, in particular, for space industry clients. Marina has practised law for further seven years in the Isle of Man and studied at the International Space University in Strasbourg. She is uniquely placed to do international work from the Isle of Man. Acquisition International - November 2015 67
Emigration to the Isle of Man CCW is a member of the Crowe Clark Whitehill network in the UK and associated worldwide through Crowe Horwath International. Crowe Horwath International is a Top-10 global accounting network, with approximately 20,000 staff around the world. This enables us to provide the reach and access to specialists who will look after you wherever you are. CCW is proud to have been serving the Isle of Man for over 30 years.
6th Floor, Victory House, Prospect Hill, Douglas, Isle of Man, IM1 1EQ mail@crowecw.im
www.crowecw.im
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The Last Emerging Market Following this summer’s historic agreement between the Islamic Republic of Iran and six world powers, corporate giants are now rushing to enter the Iranian market, considered the last emerging market largely closed to the West. To mark this historic occasion we present a number of articles from businesses across the region on what the future holds for the country and what steps investors can take when looking to enter the market.
Dr Siamak Goudarzi, Managing Partner of Afarin Law Firm, CEO of Open Iran Group, one of Iran’s most renewed international law and business consultancy firms, writes about the legal industry’s journey and how Open Iran Group is assisting companies in one of the world’s largest emerging markets.
Iran is an emerging economy, engaging in international trade in recent months following the nuclear deal reached with world governing bodies earlier this year. Combined with a young population and increased wealth, Iran is quickly obtaining a reputation as a land of opportunity for businesses.
Company: Open Iran Group Name: Dr Siamak Goudarzi Email: info@open-iran.com Web: www.open-iran.com Address: 25, First Floor, Arikeh Iranian Business Complex, Farahzadi Bulvar, West Twon, Tehran, Iran Telephone: +98 ( 21) 22351171
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Despite this economic growth Iran’s legal industry has seen little international influence in many years, highlighting the desperate need for growth in this industry if the country is to profit from this economic growth surge. Additionally combination of growth, political impetus and the attraction of foreign investors to the Iranian market mean that the professional services industry will also have to develop rapidly in order to keep up with the growing demands. The use of legal advice is commonly recognized within Iran, which has an independent legal advisory system with a number of issues at present. Notably, the system is over-congested with cases which often should not have gone to court. In addition to this, currently there is limited regulation for monitoring the work of lawyers, and in future Open Iran Group expect to see a comprehensive code of ethics developed for lawyers.
When I initially began establishing Open Iran Group in 2012, seeking to combine legal services with relevant business consultancy services, the legal industry and market was not internationally developed, and our industry was adapting to increased international legal work. The rush of international companies into Iran has helped to develop the legal services industry to some extent but there has been very little integration, which also needs to be addressed in the future. In the current market, firms must be able to handle work in the areas of Oil and Gas, IP and IT law and more specialized sections. This means there is a need for lawyers with wider experience and of course the ability to communicate in English, which is why I chose to go a step further when I put together one of the most versatile and accessible teams of Iranian lawyers at Afarin Law Firm. Finally, customer service and care is an area that will have to develop much further in the legal sector in the future. There are no strict standards set for handling a client from the point of responding to enquiries, to the point of conducting the work. In my view these need to be developed in joint partnership with foreign law firms that have to follow a very strict standard in terms of customer care and case handing.
The Last Emerging Market
Asgari & Associates is a boutique full service international law firm focusing on the intersection of business, law and public policy. Our firm is made of a small group of young lawyers dedicated to providing advice and expertise at the highest level. We are known for our ability to assist clients with their international business and commercial needs, excellence of work in complex and challenging matters and combining affectively with clients, counsels and outside advisers. I am the managing partner and founder of Asgari & Associates. I founded the firm in 2012. I graduated from University of London (UCL College) and specialized in International Commercial Law and Maritime Law.
Company: Asgari and Associates Name: Anahita Asgari Fard Tel: 0098 21 2265 4362 Email: asgari@asgarilawfirm.com Web: www.asgarilawfirm.com
It is a great advantage to be a managing partner of a law firm that is totally committed to providing the best client service and getting to work with colleagues that are innovative, dynamic and creative. In the fast changing economy and ever changing regulatory system I make sure that our firm as a leader in international law will remain ahead of the pack by providing the best services to our clients. Companies entering Iran will always face repercussions from the regional sanctions, pervasive corruption in Iran and the non-stability of the regulations .Investors returning to Iran after a lengthy absence should make themselves aware of any legal and regulatory changes. While the geopolitics of the region will remain an immutable treat to the foreign investments, we will always find ways to make our clients business set ups and ventures less risky and more profitable. For foreign investors considering entering the Iranian market we offer a comprehensive range of services form registering a company and branch in the mainland and free zones to joint venture and franchising. Once our clients face a dispute with a partner in Iran, our experienced lawyers are prepared to assist them with their dispute resolution matters.
We will always remain at our client’s service once they have established their businesses in Iran. Our services after registration of their entity includes tax consultancy services, accounting services, labor law, logistic affairs, freight forwarding, and custom and shipping services. We view each client and the issues they ask to resolve differently. We tailor our analysis but more importantly, our recommendation to the needs of our client’s assignment. We are very proud of the results our clients have achieved in response to the assistance we have provided. We see the market cycles as an opportunity to look within and find ways to be more innovative and connect with our clients. Iran has many investment opportunities. An educated and young workforce, economic natural resources of petroleum, natural gas, coal, chromium, copper and iron, appropriate transport, infrastructure and access to international waters , a strategic position, land borders with seven countries and proximity to other countries in Middle East and Central Asia and major tourist attractions. Yet there are some concerns among the investors that might affect their decisions. Similar to other developing markets, economic stability concerns are the main potential risks on the list of investors.
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Foreign Investment As the complexity of foreign investment laws and business transactions continues to increase, businesses and investors alike require the advice of leading experts with local knowledge of the destination in question. In order to help them with this we have created a series of articles on countries across the world, with some of the best advisory firms from a variety of sectors sharing their expertise to help facilitate easier global transactions.
Foreign Investment
Jusmedico is a Danish law firm providing legal services to the biotech, pharmaceutical, medical device, dentistry and veterinary industries. We spoke to them to get an insight into the unique challenges and opportunities facing them in their region.
Denmark is a very small economy, which to a high degree depends on the financial developments in especially Germany. However, Denmark has been very successful in creating an attractive environment for highly educated entrepreneurs to launch startups attracting both domestic and foreign capital and know-how. Such initiatives are encouraged by both private investors and governmental, incl. EU, initiatives and not at least sustained by Denmark’s flexicurity model enabling a quick re-allocation of resources to other initiatives, were a start-up’s proofof-concept activities to fail. Company: Jusmedico Advokatanpartsselskab Name: Jan Bjerrum Bach Email: jbb@jusmedico.com Web: www.jusmedico.com Address: Kongevejen 371, DK-2840 Holte Telephone: +45 4548 4448
Denmark’s pro-active labour market policy, welfare and social-capitalism model, as built up during the 20th century, encourages a steady, linear, regulated and controlled growth. The system has proven successful and still secures a high degree of integration. Unfortunately there are now strong political tendencies oppressing our region’s historic tradition of warmly welcoming foreigners to our country. Nevertheless, it seems that our 20th century heritage still compensates sufficiently for our high taxes, expensive cars and bad weather – At least Denmark is at present not only given more than its’ fair share of new start-ups, and start-up successes, but is also, at least for the time being, still able to attract the required highly educated professionals from abroad, which is a key to future success; The biggest threat to our future is nationalistic thinking and signalling to the international community that we have forgotten what opening up to the world has meant to us.
In order to achieve sustainable results for our clients, we strive to understand the culture, business rationales, procedures and commercial strategies of each client. To build up and maintain knowledge about such non-legal, but essential, aspects of a clients’ operations, Jusmedico invites its clients to enter into renewable Service Agreements lasting 6 or 12 months as an alternative to traditional ad hoc engagements. Each Service Agreement based co-operation is initiated by Jusmedico carrying out a training program for the lawyer responsible for the client. The programme includes visits to client facilities and interviews with individual staff, project teams, departments and functions. Programmes such as these enable the creation of a virtual in-house cooperation environment, which allows a close and direct co-operation between clients’ internal resources and Jusmedico, both during and after conclusion of transactions. In providing the best possible service, we try to put ourselves in the client’s shoes and try to accommodate their needs proactively and often without the client having realised a certain issue themselves. Looking further ahead, we remain confident in our business model, which has proven strong and which has not, although annually reviewed, been changed since 2004.
Being a law firm boutique focusing on life science and financial service SMEs, which are both operating in heavily regulated areas, our “raison d’etre” is our ability to render legal advice integrating our understanding of our client’s markets as well as understanding cultural differences and drivers. Dialogues with our EU and EEA peers via the BioLawEurope alliance, which comprises life science boutiques from all over Europe, we ensure that we remain focused and and aware.
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JSC MFO Crystal is a dynamically growing Microfinance Organization, supporting local micro entrepreneurs and farmers in realizing their business potential, reaching financial stability and elevating living standards with almost 65% of the company’s loans being disbursed in rural areas.
Company: MFO Crystal Name: Malkhaz Dzadzua Position: CEO Email: director@crystal.ge Web: http://crystal.ge/en/ Address: 72 Tamar mepe Street Kutaisi, Georgia Telephone: +995 431 25 11 22
Mainly focused on micro entrepreneurs and smallholder farmers, living and working in remote regions, Crystal started its pilot micro-lending project in 1998 as a non-profit organization with $10,000 loan fund. Today, after 17 years of successful growth, Crystal effectively serves 40 thousand active borrowers through its 30 regional branches; manages $50 million total assets; and by holding 9% of market share, it is the second largest non-bank microfinance organizations in the country among 70 registered companies.
Additionally fragile political stability, dependence to the import, local currency depreciation and high “dollarization” of economic remain key challenges that are generally facing businesses in Georgia.
Crystal offers a wide range of financial services including: micro loans for start-ups and existing businesses ($900 on average); agriculture loans; housing and consumption loans; currency exchange services; remittances; utility payment services and etc. More than 90% of its funding sources Crystal attracts from international financial markets.
Enhancement of the financial literacy of general population is one of the most effective ways of reducing the risks and problems. Apart from high quality services, responsible business standards and transparency, it is a key element to achieve effective, civilized and high-competitive financial market.
Headquartered in Kutaisi (West Georgia) situated in the South Caucasus region, at the crossroads of West Asia and East Europe, on an important north-south and east-west trade route has therefore been actively involved in trade relations with many countries since the ancient times. Positioned on the coast of the Black Sea, Georgia is a key regional country, through which energy imports to the European Union from neighbouring countries pass. Many international experts consider Transport and Logistics as two really important natural competitive advantages of Georgia because of its unique geographical location as a transit country. Other principal economic sectors are Tourism and Agriculture, due to the country’s specific climate and topography. Georgia strives to base itself upon European values and to achieve political and economic integration with Europe. The consistent and effective implementation of the provisions of EUGeorgia Association Agreement and the Deep and Comprehensive Free-trade Agreement (DCFTA) is a precondition for further deepening Georgia’s European integration process. In last decade, Georgia has become known for its pro-liberal reforms, minimal level of corruption and bureaucracy, easy taxation regime, openness for international investments and light regulatory environment. In 2015, country was placed #15th in the World Bank‘s “Ease of Doing Business” rankings, up from #137th as recently as 2005. Georgian economy experienced GDP growth higher than precrisis periods, with predicted sustained growth higher than most peer countries. The country’s Human Development Index (HDI) value is 0.75, which is in high human development category and is ranked #72 out of187 countries, better placed than other neighboring countries. However poverty remains a major cause of concern with 24% of the population living below the national poverty line and 14% with less than $2 a day. Unemployment level is also high (15%), indicating lower income stability.
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Euro-Atlantic integration is the mainstay of Georgian foreign policy. According to EIU forecasts, average economic growth will be around 5% next years, thanks to post-election recovery and an overall improvement in the global economic outlook.
Traditionally focused on rural areas, law-income population and smallholder farmers, Crystal mainly serve people who are excluded from classical banking products or have very strict and limited access to financial services. The company’s social mission implies that by being close and easily accessible for costumers everywhere, meet demand and real needs of “un-bankable segments” in order to build long-term, effective and mutually beneficial cooperation with the customers. Actively involved in various international consumer protection initiatives, Crystal recently started “Borrow Wisely” campaign, where the local population is provided for with information brochures and advised on how to borrow wisely, on what to pay attention to while cooperating with banks, what questions to ask before making decisions, how to calculate the optimal size of the loan and etc. Crystal follows the best international microfinance practice models in relation to client service. The main difference from banking approach is the specific methodology of lending criteria and different risk appetite. Carefully analysing borrower’s household income and expenditures, business skills, experience, solvency, social status and then take a final decision is how we come to credit decisions. The company has a very well-organized risk management system and, accordingly, the quality of loan portfolio is much better than that of average in the sector. In a small country with high competition, where 20 banks and 70 MFIs operate for market with just 3.7 million population, it is difficult to achieve and maintain high, long-term competitiveness. However, with 17 years of successful business experience, Crystal is already one of the leading financial companies in Georgia and is steadily increasing its market share at the expense of its direct competitors. The main competitive advantages of the company are: professional human resources; effective management systems; transparent, simple and rapid procedures; a minimal level of bureaucracy and formalities; diversity of customer-oriented products;
Foreign Investment
broad geographic reach and easy access to the regions; opportunity to take higher but manageable risks; international best practices and responsible business standards. Despite high depreciation of local currency (almost 40%) and other negative external factors, future economic outlook is positive and we do hope that country will switch to a more stable phase very soon, business activities are expected to rise up and the economy will recover to the normal trend. Whereas previously average growth of the company was 5560%, for next year we expect to reach 40% of asset growth, attract new international investors and open 4 new regional branches.
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Rajah & Tann is the largest firm in Singapore but, with 9 offices and over 500 lawyers in South East Asia, making it the largest Asian headquartered firm in South East Asia. We had the chance to speak with Melisa Uremovic from the firm and learn more about what it takes to achieve such an enviable position in such an instrumental region.
Name: Melisa Uremovic Address: 973 President Tower, 12th Floor Units 12A - 12F Ploenchit Road, Lumpini Pathumwan, Bangkok 10330 Thailand Telephone: D +66 2656 1991 Email: melisa.u@rajahtann.com Web: www.rajahtannasia.com
Our focus is on being the first choice for companies seeking representation in South East Asia. In Bangkok we have almost 50 lawyers, operating in a full service capacity. In Thailand we have a very active Thai Customs Department that routinely conducts post-audits and raids of importers, looking at valuation, tariff classification and licensing issues. In fact, I would say that there has been a greater emphasis on licensing issues in recent years as many imports largely move or have already moved to a 0% tariff regime. Allegations of duty evasion or importation without a license carry heavy penalties, with the Customs Act specifying a penalty of four times the duty paid value of goods, up to 10 years’ imprisonment, and also applying a 15-year limitation period. Moving goods internationally requires an understanding of both customs and trade laws, as well as general regulatory requirements. It is extremely important to obtain advice on laws relevant to the importation of your specific products before your commence importation or if you acquire a business which imports products. For example, packaging and labelling provisions, special import permits and other licensing requirements. Each of our South East Asian offices has expertise in this area and we frequently work together on South East Asia wide projects. We can offer clients a highly integrated service provided by practitioners with many years’ experience in this area.
We often hear that the business has been following this practice for a number of years and thought it was OK, but that defence does not get you very far in this market. Brokers can be very helpful but they may also face difficulty navigating the complex regime of licensing which certain products require – to name just a few - medical devices, hazardous substances, excisable products etc. We have, amongst our team in Thailand, a former judge, a Japanese speaking Thai lawyer, and a UKqualified- lawyer with more than 20 years’ experience in Thailand. We work as one team across the offices, to ensure that our clients receive a seamless service and in-depth expertise. In particular, we are able to provide advice from the 9 different jurisdictions in which we work which has been particularly popular and effective, as it reduces the need for the client to contact a different lawyer as jurisdictions change. One of the most important factors for lawyers is to feel that they are part of a firm which offers career progression and values their work. In many international firms, lawyers experience difficulty in being promoted which leads to a high turnover rate. Rajah & Tann is conscious of this and encourages a sense of ownership by senior lawyers which provides opportunities for senior lawyers to develop their practice and be rewarded for their efforts in terms of remuneration and promotion. We will continue to grow and truly have a long-term view to maintain our position as “Lawyers who know Asia”.
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Foreign Investment
WEBSTER is one of the top legal firms in the Caribbean, offering a range of high quality legal services to a variety of clients. We speak to Sarah Barrington and Delora Anderson who talk us through how the firm’s dedication to client service and high quality has contributed to their success. Company: WEBSTER Name: Sarah Barrington & Delora Anderson Email: sbarrington@ websterlawbwi.com; danderson@websterlawbwi.com Web: www.websterlawbwi.com Address: Victoria House, The Valley, Anguilla Telephone: 1 264 461 2060
WEBSTER is a firm of Barristers and Solicitors with principal offices in Anguilla, British West Indies and Nevis, West Indies, providing true global reach and delivering the highest standards of advice and service to diverse local and international clientele. The firm is dedicated to providing its clients with cross-border advice and a creative approach to problem solving and strategic planning and has a total and sustained commitment to satisfying clients’ needs in achieving the right commercial outcome. In order to achieve this the practice takes its corporate social responsibility extremely seriously and values equality and diversity. The firm has experience in international corporate and trust structuring.
Working in the Eastern Caribbean provides them with a number of opportunities. For example, recent data they have collected suggests that there is increased migration of corporate and commercial finance and registered office facilities matters from other jurisdictions, which will ultimately provide them with greater opportunities for growth into these areas in the future. Moving forward the firm is keen to continue developing their range of specialisms so that they can continually provide their clients with the best quality service.
To maintain their reputation as a solid choice of firm to turn to for advice on wealth preservation matters, WEBSTER has positioned themselves as uniquely qualified to assess the political and constitutional driving forces liable to affect their clients’ commercial activities in Anguilla. As such the firm is able to provide its clients with carefully considered guidance through even the most complex situations.
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The Rise in Copyright Litigation Creative works are the lifeblood of many of today’s most successful businesses. Protecting and enforcing creative works with copyright has never been more important. With increasing globalisation it is difficult for companies to know where their next IP issue may arise. Copyright protection, enforcement, and defence requires a vigilant partner capable of navigating new technologies and an ever-changing legal landscape. From anti-piracy in Asia to trademark licensing in the US, copyright protection is critical to corporate success.
The Rise in Copyright Litigation
Ashfords is recognised nationally as a leading provider of legal and related professional services. Tom Phipps talks us through trends in the copyright litigation sector.
Company: Ashfords Name: Tom Phipps Email: website@ashfords.co.uk Web: www.ashfords.co.uk Address: 1 New Fetter Lane London, EC4A 1AN Phone: +44 (0)20 7544 2424
Of all intellectual property rights, copyright is arguably the most all-pervasive. In the digital age copyright has reasserted that position; web content, software and digital content delivery such as streaming all depend on copyright for licensing and enforcement purposes. However, copyright litigation has always been regarded as high risk; copyright is not a registered right like trade marks or patents and ownership can be notoriously difficult to track and establish (anyone who has ever been involved in trying to identify who owns the rights to seminal rock album covers will testify to this!). In turn, copyright is technical and difficult; try, for example, applying the transitional provisions relating to photographs governing the various changes introduced by the Copyright Designs and Patents Act 1988 (CDPA) to the Copyright Act 1956 regime. Such is the importance and influence of copyright in a world in which methods of delivering content has exploded in a way few could have imagined even 20 years ago that the need to litigate can be compelling and unavoidable. In the UK, the emergence of the Intellectual Property Enterprise Court (IPEC) has helped to provide a forum for disputes to be dealt with relatively speedily and, at least by comparison with the High Court, cheaply. IPEC, of course, used to be the Patents County Court (PCC). Established in 1990, the PCC was conceived as a means of providing access to the Courts in cases which otherwise might be priced out. Originally a patent Court, its jurisdiction was extended to the full range of intellectual property rights, and copyright cases can now be heard by a specialist intellectual property Judge sitting in IPEC. Now technically part of the High Court, it has its own procedural and other rules. What are the key features of copyright litigation in IPEC? Like the County Court, IPEC can allocate cases to a Fast- or Multi-Track. In Fast-Track cases, the maximum damages award is £10000 and legal costs recovery is very limited, but the option is there for the straightforward case with a limited number of issues to determine. The Multi-Track (where the damages/financial remedy limit is £500000) is, for many rights-holders, a means of seeking justice in a tightly-controlled process but which still offers scope for a full trial and more generous legal costs recovery (up to £50000 plus £25000 on an account of profits procedure). Generally, trials should not last more than 2 days. In terms of remedies, although damages and costs recovery are limited as above, equitable remedies (such as injunctions, including, in Multi-Track cases, interim Search and Freezing Orders) are all available from IPEC.
To give a flavour of the kind of cases IPEC has been hearing recently, the following demonstrate their wide range and reflect the suitability of IPEC for resolving copyright disputes. Absolute Lofts South West London Ltd v Artisan Home Improvements Ltd and Another [2015] was a dispute about copyright in images of loft conversions. Both parties were involved in such conversions, and Artisan had reproduced Absolute’s photographs on its website. Absolute was awarded £300 compensatory damages and a further £6000 under art.13(1) of Directive 2004/48/ EC (the Enforcement Directive). In Atelier Eighty Two v Kilnworx Climbing Centre CIC and Others [2015], IPEC reasserted the principle established in Robin Ray v Classic FM plc [1998] that, as Kilnworx had commissioned an agency to design logos for their use, it had an equitable entitlement to them. Minder Music Limited and Another v Sharples [2015] concerned the song Touch Sensitive recorded by The Fall and released in 1999. The Claimants asserted that the copyright in the song was owned by Mark Smith (the lead singer) and Julia Adamson (former band member). Sharples, the producer of the song, claimed that he had also contributed as a writer. On the evidence, the Court found that Sharples had made a significant and original contribution to the music of the song entitling him to a 20% share of the copyright. Obviously, the High Court remains the forum of choice for the right case. If an issue merits it and budgets allow, there can be no substitute for the unlimited trial time available for a case to be examined forensically by a Chancery Judge. The Judgment of Blackburne J at first instance in the Whiter Shade of Pale case (Fisher v Brooker & Anor [2006]) is instructive; the enthusiasm of the Judge for the subject-matter is evident from his examination and decompilation of the song and identification of the importance of its baroque organ solo in awarding its composer a 40% share of the copyright in the entire work. Such an analysis resulted from a lengthy trial with a substantial number of witnesses and few limits on the evidence and argument offered for judicial scrutiny; that would not have been procedurally achievable in IPEC. More recently, in IT Human Resources Plc v Land [2014] the Defendant, a director of the claimant company, provided software to another company while still with the Claimant. The Claimant sued, claiming copyright infringement and breach of fiduciary duty. The Chancery Division found for the Claimant and ordered an inquiry or account of profits. Copyright litigation is alive and well in the UK. The availability of a choice of forum depending on the complexity and breadth of the issues makes civil justice more accessible and the enforcement of rights arguably more available for the less well-resourced rights-holder than otherwise might be the case.
The recoverable costs limitation does in itself help to impose some discipline on how the proceedings are conducted; in practice minds tend to be focused on the key issues rather than peripheral points.
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Vasil Kisil & Partners is a full-service law firm dedicated to ensuring client satisfaction. We speak to Vladyslav Podolyak about the firm’s work and their dedication to client satisfaction. Company: Vasil Kisil & Partners Name: Vladyslav Podolyak Email: podolyak@vkp.ua Web Address: www.vkp.ua Address: Business Centre Leonardo, 6th floor, 17/52-A B. Khmelnitskogo St., Kyiv 01030 Ukraine Telephone: +38 044 581 7777
Established in 1992 Vasil Kisil & Partners (VKP) is one of the oldest law firms in Ukraine. As such we have a long-standing history, reputation and experience. Our IP portfolio includes various cases starting from patent prosecution, counselling and contract negotiation. At the same time, we consider IP litigation as our key IP service. That is why we always provide litigation-proof advice, so that the client has a straightforward answer and a clear success estimation of client’s issue. The process of copyright litigation advice works by the client describing the issue and then we review available information and conduct extra analysis. We may involve patent attorney, forensic expert, IT expert or any other outside counsel we need. Then we suggest options and scenarios for the client and discuss the budget and action plan.
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In addition, we ensure that our service is always relevant by communicating daily with clients and professional networking in order to stay on top of the latest industry trends. We also cooperate closely with members of Parliament, the Ukrainian Patent and Trademark Office, the Ministry of Economy, industrial associations, in particular the European Business Association, the American Chamber of Commerce, Ukrainian NGOs and many other stakeholders, who advance progress and are involved in reshaping IP legislation in Ukraine. We regularly track court case law to determine new and landmark court decisions on IP matters.
Depending on the merits of the case we may start either from collecting evidence of IP infringement (before evidence is deleted by opponents), or sending a C&D letter to a potential infringer. Other options are filing a lawsuit, or asking a court to grant an interim injunction. Depending on the litigation strategy, we may ask the court to prohibit the illegal use of original works and/or ask for compensation of damages.
It is because of our up to date, client focused services that we are at the top of our industry, supported by the fact that we have been pioneers of the Ukrainian business advocacy. In the former USSR the advocates were mainly criminal law practitioners who had remote understanding on how to run a legal business, how to market services, and how to invest in team development. We have always been one of trendsetters in terms of partnership track, client care and high professional standards in Ukraine. We manage our reputation and our team as they are our most valuable assets, and we uphold these same values with our clients. VKP is proud of its brilliant alumni network, who either established their own top-ranked law firms or made a prominent career in public sector.
In order to ensure our clients are fully supported throughout the process we develop a litigation strategy, litigation documents and filings, by analysing forensic examination issues, and, then we plead at court. After a court dispute is over, we normally support our clients at the enforcement stage and cooperate closely with state bailiffs.
Moving forward, whilst we understand that the future is unpredictable, the changes accelerate and open new opportunities. Despite the military aggression of Russia and recession of the Ukrainian market, litigation and tax services may even grow. These factors will influence our law practice in 2016 and beyond.
The Ukrainian legal market is highly competitive, with clients now demanding big discounts without losing quality. For VKP, client care is a must. As always we rely on our experience and strong litigation practice as two key commercial advantages. We are flexible on the scope and terms of legal service, and offer our clients several options to choose.
Doing business in Ukraine is currently a challenging and requires close interaction with lawyers. However, we have a clear vision that Ukraine is underinvested, and there are so many niches that are waiting for new players and new businesses. Our motto is “Lead the Changes”. We hope that upcoming changes in Ukraine will lead to a better life.
The Rise in Copyright Litigation
Third Party funding - Securities Litigation Overview Legal claims by shareholders against a public company they have invested in, commonly referred to as ‘securities fraud’ cases, are nothing new in certain common law jurisdictions of the world, most notably the United States, which is renowned for the proliferation of securities class actions.
Company: Bentham Europe Limited Name: Simon Dluzniak, Investment Manager Email: sdluzniak@ benthameurope.com Web: www.benthameurope.com Address: Level 1, 33-35 Cornhill London, EC3V 3ND Phone: 02031701300
Such cases are typically pursued when aggrieved shareholders band together to pursue losses sustained upon the company releasing previously undisclosed material information, or correcting previously released untruthful information. When either of these events happens, it is typical that the market will react in a negative fashion and the company’s share price will fall significantly. Whilst it is not possible for shareholders in England to band together to form a class action, nonetheless they are able to form a group and pursue losses in the commercial courts against infringing companies in a collective fashion. Such claims are typically pursued under financial markets legislation, with Court rules dictating the way in which their claims may be collectively pursued. There are two current high-profile shareholder cases before the English Courts right now, both against large financial institutions - being The Royal Bank of Scotland PLC and Lloyds Banking Group PLC. In both cases, shareholders number in the hundreds and include some of the world’s larger financial institutions as group members. There is also a shareholder case against Tesco PLC in the wings in London, which is likely to be filed in the near future. Moving across the channel, securities fraud cases are also underway in various jurisdictions through Europe – see for example the long-running shareholder’s case against Fortis NV in the Netherlands. Next year, it is likely that securities fraud cases will be filed against Volkswagen AG, relating to the recent emissions scandal and the detrimental effect the disclosure of that had on the Company’s share price. Why join securities fraud cases? In addition to the obvious benefit of being in a position to recover financial losses sustained, by participating in securities fraud cases shareholders assist in the wider enhancement of market transparency and the development of proper disclosure practice by large publicly listed companies. Where a shareholder in any particular company is in fact managing other people’s money, it is arguable that the investor may have some sort of fiduciary duty to participate in the case. Of course, this proposition only rings true where that investor is able to minimise the risks inherent in participating in the case, the main one of course being the financial risk. Securities fraud cases are notoriously expensive to run, even where a large group of shareholders are footing the bill - and of course in England adverse costs are also payable, meaning that if you or your group lose your case, you are liable to pay for the defendant’s legal costs incurred as well (known as ‘adverse costs’).
Litigation Funding The high costs and risks of securities fraud litigation is where the backing of a litigation funding company becomes obvious. Litigation funding is a form of financial assistance that is provided by a third party (known as the Funder) to fund a person, company or group’s legal claim. The funding is typically provided on a non-recourse basis (meaning the Funder loses its investment in the case if it fails) and allows the claimant or claimant group to offset the risk of losing the case, as the Funder will pick up the tab. Some Funders will also insure the claimant’s adverse costs exposure. If the case succeeds, the Funder will typically take 20 - 35% of the amount recovered. In recent years, litigation funding has developed rapidly in the UK’s commercial litigation sector, after a series of government reviews endorsed the concept of litigation funding given the prohibitive costs of pursuing commercial claims. Who is Bentham Europe? Bentham Europe (Bentham) is a litigation funding joint venture between IMF Bentham Limited and a United States-based advisory firm. Based in London, Bentham services the UK and European markets, and offers funding including full adverse costs cover for securities and other types of collective claims (for example, anti-trust and consumer claims). One of Bentham’s joint venture partners, IMF Bentham Ltd, is a litigation funding pioneer in certain respects. It was the world’s first publiclylisted litigation funding company, listing on the Australian Securities Exchange in 2001, and also the first to fund a securities class action – a case which commenced in Australia in 2003 and resolved successfully by way of settlement in 2007. IMF Bentham also enjoys the honour of funding the largest securities class action to have successfully resolved in Australia, in which shareholders recovered $200 million in a claim against listed property developer Centro and its auditor, a Big Four accounting firm. How to join a shareholder claim You should keep an eye out for press coverage relating to shareholder claims against large publicly listed targets – they often receive significant media attention. For those you believe you may have suffered a loss in relation to, seek to identify the Funder funding or law firm conducting the case. They will be able to provide you with the documents necessary to join the case – and should also be able to provide you with an estimate of losses you may recover if you are able to provide them with details of your trading in the target company. Acquisition International - November 2015 81
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Leading Tax Adviser Considering tax is such a vastly important and yet highly complicated area of corporate finance, it is imperative that firms find a tax advisor who has both the knowledge and the approach to suit their needs. With this in mind we profile a number of exciting and innovative firms working in this market who provide us with an overview of the tax regulations in their region, offering a broad global overview of the tax sector.
NITEREKA Déo
NITEREKA Déo is an independent lawyer in the Bar Association at the Court of Appeal of Bujumbura. We speak to him about his work, in particular his experiences offering tax advice.
My role as a lawyer is varied, but the bulk of my work revolves around advising my clients on aspects of criminal, social and civil law. The cases and clients I encounter are varied, so my strong academic background and experience are vitally important, as is my constant quest for selfimprovement through training. In addition to my client activities, I also contribute to the legal industry as a whole by helping to draft of legal acts, contracts, proceedings or conclusions introductory replica conclusions.
Name: NITEREKA Déo Email: niterekadeo@gmail.com Address: Bujumbura-Burundi Telephone: +257 79 748 672 or +257 75 748 672
Another area in which I work is tax advice, assisting clients with identifying taxable assets and helping them to declare these to the tax authorities. Good relations with tax authorities allow the taxpayer to exercise their business comfortably, so I help my clients to better manage their interests through appropriate application of tax rules. Despite the common misconception of tax advisors, I am a big advocate of paying taxes, as they contribute a great deal to society. The state cannot put in motion his public will without taxes and duties to ensure the safety of its citizens and make public nature of activities, nor cannot improve its economy without a better tax policy. This is why I always encourage all of my clients to pay their taxes in full, and am always ready to advise them on how to do so. The tax industry in my country is currently precarious, which can make my role a challenging one.The World Bank stated on the Burundian economy that “If the Burundi keeps the same current rate of growth, the country will be poorer and fragile by 2025”. So far this prediction is appearing correct, with various social and economic issues including war and mass exile conspiring to create low GDP and a sparse banking environment, neither of which have helped the tax system in my country. The economy is incredibly vulnerable to external shocks such as volatile food and oil prices, the decline in international aid and the negative impact of climate change. These factors are compounded by the balance of current expenditure in the national budget, a high level of tax exemptions - representing nearly 3% of GDP - and few options for dealing with economic shocks. For a country that hardly covers the costs of its operation from domestic revenue, the economic situation is complicated. Because there is a reduction in turnover, some companies or firms have been getting rid of staff, causing mass unemployment, which also means that there is also a reduced amount of money entering the tax system.
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These issues combine to provide a great number of challenges for those providing tax advisory services. In addition, these social and economic issues affect the entire legal industry, leading to issues such as corruption and low-income litigants. Despite these problems, my business has continued to grow because we have a defined strategy to combat the growing instability of our region’s economic situation. These include constantly researching our competition so that we can differentiate ourselves from them, and thus gather more business. The goal is always not to match its competitors but to exceed them. For this, we must compare ourselves to the best in our business, learn from their ideas, their practices, their operations and their experiences so that our internal practices are constantly improving. Looking to the future, I am keen to fight for social justice, as in my roles both as a lawyer and a tax advisor I have seen the worst of the injustice and I would like to work towards rectifying it. The state should take care first of vulnerable who cannot enjoy the right to a lawyer of their choice. In my view, it was necessary that wherever there is jurisdiction from the residence, a listening Office must be installed. And for more complex cases considered, it would find a lawyer who is in charge of the State. Now this task is left in the hands of organizations, for example; Terres des Homes and Avocats sans Frontières. But the need remains unfulfilled. To repair tax injustice, we must strike the informal sector and get to tax the activities it generates. Then it would have to dignitaries and executives’ pay taxes in relation to their real incomes. There is no better way to share the tax burden with the rest of the population, it is also necessary that the Burundian Revenue Office (OBR) establish rigorously the origin of the income and assets of certain dignitaries to allow what they suffer, if necessary, a tax adjustment. We must also fix wealth tax. A careful review of the exemptions is essential, in particular to avoid cases of insidious misuse of exemptions from one sector to more lucrative activities. The Finance Act limited the overall amount of exemptions to 20 billion Burundian francs, but in reality this figure exceeds 50 billion Burundi francs, an overrun of 30 billion Burundian francs. Therefore, moving forward I would like to work on a legal aid project to utilise my legal skills to help contribute to the promotion of fair justice. I would like to help create reforms such as those proposed here, and assist in reviewing our tax system so that we can make it fairer for everyone.
Leading Tax Adviser
Nexia TS is a recognised and established mid-tier accounting firm in Singapore. Lam Fong Kiew talks us through this dynamic and innovative firm. Nexia TS offers a full suite of professional services ranging from capital market services, tax structuring advisory, corporate governance, internal audit, M&A advisory to corporate recovery and forensic technology consulting. We aim to be a trusted business advisor to our clients in both financial compliance and strategic planning aspects. This is evidenced by our significant role in assisting over 30 companies in their growth journey and public listing process. Being a member of Nexia International, a worldwide network of independent accounting and consulting firms, the firm’s clients enjoy personalised, comprehensive and quality service at competitive rates both in Singapore as well as globally. Company: Nexia TS Public Accounting Corporation Name: Lam Fong Kiew Email: lamfongkiew@nexiats.com.sg Web: www.nexiats.com.sg Address: 100 Beach Road, Shaw Tower, #30-00, Singapore 189702 Telephone: +65 6597 7293
Led by a young and dynamic team of directors and more than 200 professional staff in Singapore, Shanghai, Iskandar Malaysia and Yangon offices, Nexia TS offers seamless solutions when it comes to managing cross-border business issues. As part of Nexia International, we are affiliated to accounting firms in more than 110 countries and supported by 24,000 professional staff for international assignments.
At Nexia TS, we are a big believer in people development and therefore grooming talents for leadership is one of the key areas we think we should continue to invest our time and efforts in. We believe that if we manage our people well, they will then manage the business just as well. In addition, we utilise our core values – Excellence, integrity in all aspects of our business, concern and respect for the individual, personalised approach and social responsibility, to create a vibrant and professional working environment for our staff. This in turn impacts on our clients, and we work hard to ensure that the tax advice we render is typically tailored to the client’s needs and requirements based on the facts and circumstances that they present to us. Therefore all of the advice we provide is always relevant and of the highest quality. Looking forward, the firm will continue to shine with the investments made in people and technology – we believe they will see us through to 2016 and beyond to greater heights.
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USA'S Most Innovative Business Leaders 2015 The US business market has faced a number of challenges over recent year, and as the corporate environment becomes increasingly competitive, business leaders across the region have had to become increasingly creative and innovative to succeed. Therefore we took the opportunity to showcase a number of dynamic businesses at the top of their respective fields, and gain a fascinating insight into the corporate strategies and methods that have taken them to the top of their fields.
USA’s Most Innovative Business Leaders 2015
Hamilton & Associates Law Group, P.A. is a Securities and Going Public Law Firm that has represented more than 300 market participants in securities law matters and corporate finance. Additionally, the Firm provides forensic and investigative analysis of complex securities related schemes. The Firm assists domestic and foreign companies who go public and access U.S. public markets in all aspects of SEC compliance related to their transition from private to public company status. The Firm’s clients include companies in ten different non-U.S. jurisdictions.
Company: Hamilton & Associates Law Group, P.A. Name: Brenda Hamilton, Esq. Email: info@securitieslawyer101.com Address: 101 Plaza Real South, Suite 202 N, Boca Raton, FL 33432 Telephone: 561-416-8956 Web Address: www.securitieslawyer101.com
One of the biggest obstacles for companies going public and entering the U.S. public markets is to understand the securities law that applies to their activity particularly for foreign companies. These obstacles can be overcome by educating these companies about securities law and compliance in non-legal jargon. The firm’s securities law blog is comprised of more than 700 pages and is a place where market participants can learn about technical securities law and corporate compliance matters in easy to understand terminology.
In terms of the culture at Hamilton & Associates Law Group, P.A., it’s friendly, approachable and professional. The environment can be serene but when it comes to work the Firm is a formidable force that moves with a sense of urgency. This Firm is a closely knit group of talented professionals all sharing the same passion for securities law, striving to keep all avenues of communication open at all times. Everyone is approachable and possesses an ownership mentality, giving the Firm’s clients peace of mind.
Both foreign and domestic companies are taking advantage of new US laws created under the JOBS Act. There has been an increase by foreign companies seeking to access the U.S. Markets using Rule 506(c) and Form S-1 Registration Statements because of new rules for emerging growth companies, reduced disclosures and liberalized rules concerning IPO communications. Since the JOBS Act became law we have seen a surge in domestic companies going public who are using Regulation A+ and Crowdfunding.
Any business that is based in the USA has an unlimited pallet of opportunities. If there is a chance to make your mark in the world, do so. It is a huge responsibility but carries with it great rewards. There are definitely challenges to the securities law sector. There are not hundreds of securities law firms to choose from. The ones that are out there are not always reliable or qualified. Client referrals are the Firm’s number one source of business.
Hamilton & Associates Law Group, P.A. stays at the forefront of securities law by following the creation of new laws closely, such as the JOBS Act. The Firm diligently monitors SEC trends and enforcement activity to identify potential risks and pitfalls for companies and market participants. Maintaining high standards across all sectors requires communication and trust. Two very important aspects in all legal fields. Hamilton & Associates Law Group, P.A. is a hands-on law firm that works with domestic and foreign companies in various time zones as well as many cultures. The Firm’s track record reflects its success. The Firm’s going public attorneys have a substantial practice representing companies who go public seeking both domestic and international stock exchange listings, raising capital, and direct public offerings. The Firm has corporate finance and SEC enforcement experience and prepares disclosures in going public matters, periodic and insider reports, filings with the SEC, registration statements, direct public offerings, NYSE and NASDAQ listings, proxy and information statements, private placement memorandums, Rule 144 matters, and SEC enforcement matters. The going public attorneys are vital to the successful accomplishments of both the companies and the ongoing success of the practice. The going public attorneys are what make up the Firm. Their success is what gives this practice industry recognition.
Hamilton & Associates Law Group, P.A. is very unique and distinguished amongst its competitors. The Firm’s going public and securities law practice is a specialty area of law. The Firm has grown as the industry has grown and in turn has produced experts in these matters. Because of the Firm’s expertise in the securities law arena it is able to perform forensic analysis in a variety of matters including short sales and other trading matters, stock transfers, and money laundering. The Firm’s forensic and enforcement work that is combined with corporate finance also makes this practice unique, as almost all securities attorneys focus on one area and not both. Hamilton & Associates Law Group, P.A. focuses on both. This gives insight as to where enforcement is going and the firm is able to apply this into its corporate finance work, which helps companies steer away from potential enforcement trouble. Looking forward, Hamilton & Associates Law Group, P.A. plans to focus considerable effort in assisting domestic and foreign companies to access the U.S. Markets by helping them realize the benefits put in place by the JOBS Act. These include Rule 506(c), Accredited Crowdfunding, the creation of an Emerging Growth Company, Regulation A+, Equity Crowdfunding, and scaled down disclosure obligations.
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Company: Senior Star Management Company Name: Anja Rogers, Chief Operations Officer (COO) and Senior Vice President (SVP) Email: ARogers@seniorstar.com Web: www.seniorstar.com Address: 1516 South Boston Avenue, Tulsa, OK 74119-4019 Telephone:918-592-4400
Senior Star Management Company are a family-owned sheltered community management firm specialising in providing professional, tailored care for their residents. Chief Operations Officer and Senior Vice President Anja Rogers talks us through the firm’s high quality services and gives us a fascinating insight into her leadership style.
Senior Star owns and operates 14 senior living communities in six states; providing care and services to more than 2,100 residents and employing more than 1,200 associates in independent living, assisted living, memory support and nursing care settings. In addition the firm also owns and operates a senior housing management company. My role within the company revolves around bringing our Senior Star vision to life by helping to ensure that company culture, sales processes and marketing efforts are best in class and establishing our strategic operational plans. In conjunction with the executive leadership team, I work to define Senior Star’s long-term business goals. I am also passionate about assisting in the company’s growth and development initiatives.
The people we serve have paved our way in society, they are our heroes and our parents and deserve the best services and care that we can provide in an environment that helps them feel comfortable, secure and at home. Their families, who place their loved ones in our hands, should have the utmost confidence in the individuals and the organization whose purpose is to help meet their needs. To ensure this we have made customer service the cornerstone of our business. We serve our customers by listening. We do it through caring, preparation and training, alongside efficient and responsible action.
The firm’s philosophy, which I always ensure permeates throughout the firm, is simple: do what is right. Do what is right for those we serve our residents and their families as well those we partner with to meet their needs, our associates, our corporate partners and finally what is right to ensure Senior Star’s business success. This simple credo helps to define our corporate mission, values and goals and it drives us toward excellence in everything we do.
In addition, we partner associates who share this vision, so that we are able to do everything we can to make a positive difference in our customers’ lives.
Leadership in any capacity is a vast responsibility that I believe requires the ability to translate a corporate vision into achievable actions that lead to desired results. Our associates take appropriate actions that are based on our values and deliver desired results because of a several factors, starting with our focus on servant leadership.
The primary challenges we have found that impacts on the seniors housing industry are similar to those found in most industries, finding and establishing appropriate financing partnerships, market and economic condition changes and competition for quality associates.
When leaders throughout our company act as a servant first and leader second, they inspire those around them to conduct their business the same way. Inspiring others is also done through helping each associate see their personal value within our organization. I subscribe to the concepts of the Oz Principle; each leader, each associate is accountable for our results and success. At Senior Star, we have also created a culture that embraces “coaching.” My ability to effectively coach others in a manner that both drives results and leaves my fellow associates feeling respected and motivated to excel is critical. And this concept applies to everyone in the Senior Star family. We coach up, down and horizontally. In fact, we view it as the responsibility of each associate to pro-actively coach others. Those who are successful in this area typically become leaders within our organization. As such, we expect excellence from our associates and that necessitates a willingness to take risks, continually improve and to innovate.
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This is particularly vital in our business because the senior housing business goes beyond bricks, mortar and general real estate.
The Senior Star brand of customer service is about helping our residents feel at home, and each individual defines “feeling at home” differently. Providing a community that is responsive to the individual through customer service and innovation defines the Senior Star difference.
Despite encountering these challenges, Senior Star has enjoyed measured, successful growth as indicated by its 13% average annual increase in gross income since 2005 and our core communities have a margin currently in excess of 40%. The culture of accountability coupled with a clear focus on financial management and results drives this success. Having associates who share our vision and goals and the metrics and tools that provide us with the timely data to effectively manage those outcomes are also key to our success. These associates are particularly vital to our firm’s growth because the senior housing industry is constantly evolving and therefore we need to keep ourselves up to date with the latest developments. The industry is evolving to meet the ever changing needs and demands of the people we serve, in response to improving health care and due to technologies that improve and change the way health care is delivered. Selection criteria for new associates are clearly defined and include shared values. Orientation includes an initial introduction to the requirements and expectations within Senior Star’s culture.
USA’S Most Innovative Business Leaders 2015
Ongoing development and training also are provided throughout the span of an associate’s employment with our company. However, remaining focused on the needs and desires of our residents and family members is our path forward. Over the years we’ve found that the answers too many questions are right in front of us, in the words and actions of Senior Star residents and family members. Our success comes from taking the time to truly understanding their needs and desires and then figuring out the best way to surpass their expectations. This process is a natural method of keeping us in the forefront of our industry. Alongside this, Senior Star embraces innovative approaches to caring for residents. We have developed or selected resident services and programming that we believe give us significant advantages over our competitors. Some programs are specific to a certain level of care (independent living, assisted living or memory support) and others are suitable for all residents.
Senior Star also embodies the good corporate citizen. Associates are strongly encouraged to become involved with their favorite causes in their local communities – efforts which the company supports financially. Company-wide, Senior Star focuses fundraising and giving efforts in three main areas: support of the Alzheimer’s Association, the United Way and through the American Seniors Housing Association’s (ASHA) Political Action Committee (PAC). In 2015, Senior Star associates collectively raised over $550,000 for the Alzheimer’s Association, translating to one of the largest fundraising campaigns in the entire country.
As we move into the future we are keen to take the opportunity to expand our reach, and we constantly seek growth opportunities and partnerships. As a proven leader in the senior housing industry, we are poised and positioned for growth. Strategic planning in regard to asset management, growth and quality of human capital and financial management are critical to our ability to capitalize and to sustain our success. In addition, we know from experience that opportunities exist to establish niches in the senior housing market. We’ve seen the industry respond to the needs of diverse populations in addition to the aging of the baby boomer generational cohort, and are looking in the future to branch out into further niche sectors.
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Company: ZHONG LUN LAW FIRM Address: 36-37/F, SK Tower, 6A Jianguomenwai Avenue, Chaoyang District, Beijing 100022, P.R.China Tel: 86-10-5957 2288 Fax: 86-10-6568 1022/1838 E-mail: wangxiaoying@zhonglun.com
Constructing the Future in China Zhong Lun Law Firm is a top-tier Chinese law firm based in Beijing with multiple offices at China’s major cities as well as in New York, London and Tokyo. Senior Partner Jihong Wang gives us an exciting glimpse into the firm’s work.
Founded in 1993, Zhong Lun is one of the largest law firms providing a complete spectrum of legal services in China. Our team focuses on providing comprehensive legal solutions to clients in the field of PPP (Public-Private-Partnership), infrastructure, energy, M&A and environment. Additionally we have also accumulated abundant experiences in arbitration and litigation in this regard. Currently, the Chinese legal market is undergoing a number of changes, primarily in terms of legislation and public legal awareness. As the world’s second largest economy, China also has a thriving and mature legal market. In addition to these legislative changes, our region is currently experiencing growth in a number of markets. Alongside the infrastructure industry, which remains one of the main drivers of economic growth, consumer and service industries are also expanding, due to natural market conditions as well as Chinese policies towards promoting internal growth. Advanced technology sectors are also on the rise as China transitions move away from a manufacturingbased economy. In this regard, IP-related services will be a new growth point for firms participating in the Chinese legal market. There are also several sectors that are particularly promising to foreign investors within our region and which we have endeavoured to focus on in order to grow as a business. For example, China’s consistent need for infrastructure presents opportunities for foreign investors to participate in PPPs. As our country’s consumer and services sectors are growing there is room for expansion in that area, providing foreign investors with a unique opportunity to invest in a dynamic and growing market.
In addition, healthcare is another promising area for foreign investors because foreign healthcare providers, such as providers of elderly care as well as pharmaceutical companies, are more sophisticated than their domestic counterparts. Similarly, the Chinese technology market has demonstrated high demand for the advanced technology held by foreign companies, as the demand for new technological capabilities increases. It is our market strength that has helped to ensure that Zhong Lun has exhibited strong growth during the past several years. 2014 witnessed a 40% increase in financial performance from the previous year. According to our database, the financial performance of Zhong Lun for the first nine months of 2015 has also increased 40% from the first nine months of 2014. Many additional factors have also helped to promote our financial success, including the abundant opportunities provided by the Chinese market as well as our emphasis on accumulating high quality partners and associates. Additionally, our performance during the past few years has earned Zhong Lun widespread recognition, including many well-regarded domestic and international awards, further promoting our status in the Chinese market, particularly to foreign enterprises. This success and recognition could not have been possible without the strong network of legal professionals that we work alongside and the cooperation between teams working across our various offices and fields. Our collaborative approach is an important part of working practice as it ensures that we maintain our status at the top of our industry by keeping up to date with the latest industry trends and developments. It is this approach and our strong experience across the Chinese legal market which enables us to address our clients’ needs creatively and efficiently. Looking to the future, the foreign investors looking to capitalise on the exciting investment opportunities outlined within this article are going to require the expertise and regional knowledge of local legal services. As one of China’s largest and most wellknown law firms, Zhong Lun provides comprehensive legal services and are able to utilise our vast professional network to ensure that our clients receive a tailored service which suits their individual needs. Additionally, we provide comprehensive plans to structuring business and investment strategies so that our client’s investment plans are supported in the long term.
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Constructing the Future in China
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The Growth of the Aviation Industry: A Sector Soaring High
50th Anniversary
The Growth of the Aviation Industry: A Sector Soaring High Lee and Li is the largest law firm in Taiwan providing a full range of legal services to clients. Senior Counsellor Patricia Lin and Associate Partner Mark Yu talk us through the firm’s work and how they have maintained their place at the top of Taiwan’s legal industry. Established over 50 years ago, Lee and Li, AttorneysAt-Law is the largest full service law firm in Taiwan, and have recently made a number of changes to our firm in order to expand our global reach and ensure we provide the very highest quality service to all of our clients. Lee and Li forms practice groups, which span the five departments of the firm, i.e., banking and capital markets, corporate and investment, trademark and copyright, patent and technology and litigation and ADR. This enable us to ensure we assign the correct member of staff to each case.
Company: Lee and Li, Attorneys-At-Law Name: Patricia Lin, Senior Counsellor/Mark Yu, Associate Partner Email: patricialin@leeandli.com/ markyu@leeandli.com Web Address: http://www.leeandli.com/EN/ Professions/3/120.htm Address: 7F, 201 Tun Hua N. Road, Taipei 10508, Taiwan, R.O.C. Telephone: +886-2-2715-3300 ext.2235/2374
Our professional and dedicated staff includes over 100 lawyers admitted in Taiwan, patent agents, patent attorneys, trademark attorneys, more than 100 technology experts, and specialists in other fields. Many of our colleagues are licensed to practice law in the United States, and some have also passed the bar exam in the People’s Republic of China or are licensed patent attorneys in the United States and the People’s Republic of China. In addition to Taiwan, Lee and Li has established strategic alliances in China to provide Greater China legal services. Lee and Li frequently receives awards, including recently, the National Law Firm of the Year for Taiwan for 2015 awarded by IFLR and the Taiwan Deal Firm of 2015 by ALB. Owing to our international activities, we have been working with international leasing companies and financial institutions for decades in connection with leasing, selling and financing of aircraft to major Taiwanese airlines. As such, our firm has become the market leader in Taiwan of providing legal services for aircraft leasing and financing transactions. In addition to this, our company also maintains good relationships with major Taiwanese airlines, so Lee and Li can keep up-to-date on the latest developments in the aviation industry in Taiwan. One of the key reasons we are now specialising in working with the aviation industry is because we believe the aviation industry is in an upward trend, especially in Asia. There are a number of reasons for this: the rise of low-cost-carrier; the increased demand for energy efficient airplanes; the ever closer economic integration between Asian countries and our regions prosperous tourism market. These trends also offer an explanation into why aircraft leasing and financing transactions are booming in recent years.
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Over recent years we have noticed a strong demand from our clients for aircraft transactions, and are happy to assist our clients in those deals. We expect competition in aviation legal services to intensify over the coming years. As such, we understand that we have to remain fully up to date with trends in the industry in order to properly advise our clients. In order to achieve this, we utilise our network of industry contacts to stay ahead of the latest trends in the industry, and then apply our legal skills to help clients achieve their business goals. Therefore, we constantly refine and expand our practice areas to satisfy the needs of our clients. For example, we were the pioneer in developing banking and capital markets practice since the 1980s and are still playing the pioneer role in various fields today. We are also fortunate to have participated in many legislative and/or rulemaking processes, which gives us an edge on knowing the latest legal reforms in Taiwan, so we could give the most updated advice to our clients. In addition, we regularly hold workshops and seminars. In those training sessions, we gain our expertise and experiences by sharing and learning together, and we encourage and sponsor our associates to pursue further studies: many of them hold degrees from different fields. Our work helping to formulate the regulations in the industry highlights the comprehensive knowledge and close connections with the governments we have formed during our 50 years in the business. In a matter of law, we only offer the best services that our competitors would praise. We are also a full service firm providing the complete and quality service to our clients. The factor that truly differentiate us from our competitors and keeps us at the top of our industry is that we are dedicated to making a positive and longlasting impact on our society. We commit ourselves to unwavering pro bono services. For instance, we apply constitutional interpretations for promoting human rights in the belief that, we could improve our society by our profession. We also set up a foundation to nurture legal professionals and promote legal education. Moving forward, our plan for the future is as always: to work closely with our clients, think one step ahead, and deliver professional services above our clients’ expectation in an efficient and effective way.
Intellectual Property: Protecting and Realising the Value of Intangible Assets
Company: M. Uzcátegui & Asociados Name: Leonardo E. Uzcategui L. Email: info@uzurma.com Web: www.uzurma.com Address: Avenida Neverí, C.C. Los Chaguaramos, piso 9, Oficina 9-10, Urbanización Los Chaguaramos, Caracas, Venezuela. Telephone: (58 212) 6935012
Intellectual Property: Protecting and Realising the Value of Intangible Assets M. Uzcátegui & Asociados is a professional company founded by Dr. Mariano Uzcátegui Urdaneta and Dr. Rafael Pizani in 1955 under the name of Escritorio Pizani. Leonardo E. Uzcategui L. talks us through the firm and their work. In 1980 it was established under the current name, continuing serving customers exclusively concerned with Intellectual Property Rights matters; Industrial Property Rights (Trademarks, Patents, Utility Models, Industrial Designs, Technology Transfer, Background Searches, Commercial Names, Appellations of Origin, Unfair Competition, Licenses of Use Contracts, Assignment Contracts, and Internet Domain Names) and Copyrights. Since its beginning, our company has continuously provided its services at the national and international level, having thus accumulated more than fifty (50) years of experience with the total satisfaction from our clients. Our continuous growth allow us to provide service to our clients at a global level, having today more than two hundred (200) partners throughout the world. In addition, we have enlarged our services to other Law areas, keeping a personal and specialized attention as the case requires it. M. Uzcátegui & Asociados is a company oriented to our clients’ satisfaction of their requirements with efficacy and efficiency and without losing the personalization of the service. We are integrated by a multi-disciplinary team of dynamic and highly qualified professionals. These characteristics allow us to cover any request
from our clients, since our goal is to provide service with the highest levels of commitment, confidentiality and professionalism. We are proud of our service disposition and dedication. Our clients are the best proof of the quality and professionalism of our service. Consequently, during all these long years, we have maintained our clients and have increased their number, being able to proudly say that we have the trust and confidence of distinguished national and international companies dedicated to various areas: manufacturing, mass consumption products, food, commerce, computer goods and services, and several others. Our professionals are the result of the sum of experience, dynamism and perseverance; all these values guided by the founder of our company, Dr. Mariano Uzcátegui Urdaneta, who additionally is considered in our country as the father of the Industrial Property, was also co-writer of the 1955 Law of Industrial Property and the first registrar of the Industrial Property in Venezuela. It is by these reasons that our services lack a real competition in the market and, we must indicate, are not only supported by a specialized team of professionals that everyday upgrades their knowledge in their respective areas, but also with our own 21st century tools, utilizing our Computerized System as our fundamental work instrument.
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The Most Highly Regarded Expert Witnesses for 2016
The Most Highly Regarded Expert Witnesses for 2016 Company: Sector Forensics Ltd Email: london@sectorforensics.co.uk Web Address: www.sectorforensics.co.uk Address: The Old Bank House 137 Anerley Road London, SE20 8EF Telephone: +44 0845 - 8387926
Sector Forensics Ltd is a consultancy providing forensic computer forensic and expert witness services to the business, legal and law enforcement communities. Michael Scott the Director of Sector Forensics, took time from his duties to share why they are regarded as the most highly regarded expert witnesses for 2016 and to give us his insights into this growing industry. There really isn’t a typical day; each day is very different; this is why the job still holds my interest after so many years. My role is to oversee cases, reviewing statements, reports and maintaining our UKAS ISO quality standards. I carry out case work regularly and enjoy going to court as an expert witness. For me there is nothing better than taking part in a case from start to finish, attending civil search orders or police raids to gather evidence; carrying out the forensic analysis looking for specified data, producing reports to ensure clients understand the results in plain English, attending case conferences and ultimately attending court to give, or advise on evidence acquired . All jobs start with taking a copy of data from submitted items like computers, mobile phones, tablets or satellite navigation devices, in such a way as to not change any data on the device(s); this process is referred to as ‘imaging’. Once the image copy has been taken, the original device can be put back into safe storage, in this case a bank vault with biometric fingerprint access, so that we can work solely on the copies taken. Using various forensic tools, we search for key data in the ‘accessible’ area that any user would be able to see on their device and the ‘inaccessible’ area for data, some of which may have been deleted or overwritten. I liaise with solicitors, barristers, the police and other clients, keeping them informed of progress, sending them key data that we have found from the investigations. As one of the first generation computer forensic companies in the world, we have been providing expert digital evidence for over sixteen years. Sector Forensics was around providing computer forensic services before many people really appreciated the value that evidential analysis could bring to criminal proceedings. We pride ourselves on de-mystifying evidence so that clients understand the value of the information and evidence they have enabling them to use their expertise to win the case. Some of the cases have included high profile Intellectual property investigations, e-disclosure, industrial espionage, corporate theft, regulatory compliance, miscellaneous fraud, carried out civil search orders and we have acted as single joint experts. We have provided expert witness evidence to in excess of five thousand cases consisting of tens of thousands of digital devices. The criminal cases have included investigations for the Anti-Terrorist Branch, National Security Investigations for Special Branch, cases dealing with the distribution and possession of adult/child pornography, murder and fraud inquiries as well as work for the United States Department of Justice Criminal Division.
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One case of particular interest was an industrial espionage case where a company (“Company A”) had just lost a multi-million pound haulage contract to a new company (“Company B”). On investigation of the computers, we found that one of their employees had been intercepting all of the contract bid details and passing them onto a third party (“Company B”) who had won the contract by undercutting the price of Company A. After court proceedings, Company A was awarded the contract. In another case we were working on behalf of the Church of England to carry out an investigation into missing artefacts. Upon investigation of a number of computers, it appeared that a small Parish in England had, without permission, been selling these priceless books from the Church’s collections, via well know trading sites, to collectors for money to invest again in the local church and its services. The computer forensics industry is constantly changing as technology advances; our job is to be at the forefront of this development and ahead of what technology could be used next. Today what catches my eye is the latest car hacking technology to remotely access cars without the user’s knowledge and then control vital components like the brakes and affect the multimedia systems. It’s also interesting to see on the news that one of our cases has successfully led to a prosecution at court and that we have helped to remove a person who could have been a great danger to society. As electronic devices holding data are getting smaller and more integrated into every day products, we are constantly researching new techniques to capture this data which may prove key in future cases. On the other hand we are looking at new ways of handling ‘Big Data’ (massive and/or complex data sets) where existing techniques aren’t appropriate or impractical. We are researching cost effective handling of investigations where millions of emails and documents are stored and need to be searched across a Global organisation in a short amount of time and without disrupting work flow. Technology is always evolving and working in a company that is at the forefront of technology is an exciting yet challenging prospect. No one knows what the future will bring with regards to technology, how it will be used and what doors it will open. In the efforts to fight against its misuse, I hope to see greater links between companies, charities, government law enforcement and taskforces allowing all parties to work closer together to bring about long lasting change so that the UK really is at the cutting edge of cybercrime.
The Importance of IP in M&A Transactions
The Importance of IP in M&A transactions Page White & Farrer are a long established firm of patent and trademark attorneys. We speak to Virginia Driver who discusses how the firm has become so successful in this market.
Company: Page White & Farrer Name: Virginia Driver Web Address: www.pagewhite.com
If you are reading this article, then the chances are that you are in the business of mergers and acquisitions. You might at the moment be thinking of selling a company or buying a company. If so, you will want to know how to minimise your exposure to risk and how to avoid the pitfalls that open up around IP, a very complex and often poorly understood area of M&A. If you are selling a company, you will want to maximise its value. If you are buying a company, you will want to make sure that the assets that you are buying are real, have a genuine value to you, and fit with the strategic reasons for the acquisition in the first place. These are all areas where experienced patent and trade mark attorneys can provide guidance, assistance and support. Page White & Farrer was established in the 1870s, and since then has built expertise in the fields of electronics, life sciences, chemistry, mechanical inventions, software, business methods and brand protection. We are now one of the leading firms of specialist patent and trademark attorneys in London, with clients ranging from startups to multinational corporations. We also have expertise in strategy work and litigation support, as well as in patent and trademark filings and prosecution. In April 1989, we filed a patent application for a startling piece of research carried out at the Cavendish Laboratories at the University of Cambridge directed to light emitting polymers. This formed the corner stone patent of a company which was eventually established as Cambridge Display Technology and sold to Sumitomo in 2007 for approximately $285 million. A powerful piece of the sale was, by then, many granted patents and patent applications which had been prepared and filed directed to the innovative technology of the company. Since then we have had a track record in building patent portfolios for technology companies, particularly with a view to subsequent acquisition. Our industry has changed a lot in recent years, and we have strived to ensure we are always at the forefront of emerging developments. Until about ten years ago, patents were the unsung heroes in technology companies. In recent years, they have made the front pages of the technology press, then the Financial Times and recently even daily newspapers. The “Smartphone wars” are a good example of the way that patents have become front page news. In one particular example, Apple has sought to assert its patent directed to the slide unlock feature on its iPhone against Samsung. So far without success, but this is a case to watch, particularly in the USA. Patents are global, and at least one piece of a patent strategy is to understand the importance of territorial protection. Brand owners face increasing challenges as counterfeiting is on the rise and there are inherent difficulties in tracing and stopping infringing use online. This example highlights the increasing use of technology within the industry. Our firm provides workshops which are a fantastic way of keeping the Page White & Farrer attorneys very close to the technology of its clients. We employ patent attorneys who have a genuine love of the particular technical
area that they work in, and our patent attorneys are specialised in individual technical areas. The ongoing dialogue with the engineers within our clients makes sure we are also at the forefront of knowledge. In addition we naturally look out developments in our own particular field, for example by attending industry related events. Our work is becoming increasingly vital in the industries we serve, as intellectual property now forms a vital component in assessing the value of a company in mergers and acquisitions. It is not just the financial value: in many cases a driving force behind the acquisition can be to purchase protection for a particular technology. Technology companies currently have a strategy of filling technology gaps, and this is done both by purchasing development teams (think about Facebook buying WhatsApp), as well as purchasing any patents which those technology companies own. This provides an exclusive monopoly in that technology space for the acquiring company. When Microsoft purchased Skype, for example, their patents covering networks, speech recognition, user interfaces etc. were considered to be a key strategic part of the acquisition. The overall value which Microsoft paid for Skype of $8.5bn was certainly enhanced by the quality of the Skype patent portfolio. An area we work heavily in is companies establishing their own patent portfolio based on their own technology, however, companies can also acquire the patent portfolios of other companies, either through acquisition of the company or just through acquisition of the patent portfolio itself, which is an area we are increasingly becoming involved with. It is worth noting at this time, that some companies make a business of acquiring patent portfolios and then asserting those patents against other companies. The term “patent trolls” has been coined to describe these entities, although they are more politely described as non-practising entities (NPEs). If you have not faced one already, it is only a matter of time before you do and it is important to know who to call in such a situation. We have extensive experience of dealing with such matters. These patent trolls also sell off their patents. It is a viable company strategy to purchase such patents to support their own patent portfolio. Ultimately, patents can be acquired and utilised for a number of different purposes. When acquiring a company, it is important to understand whether or not the patent portfolio has been established primarily as a defensive portfolio or an offensive portfolio. This will affect the nature of the rights that are being purchased and ultimately their value. It may also affect the ability of the acquiring company to effectively utilise those rights after purchase to maintain a monopoly in the technology area. These are all matters that need to be investigated by experienced patent attorneys.
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Outstanding Women in Law 2015
Outstanding Women in Law 2015 Lilja Bjarnadottir is a lawyer and founder of The Road to Resolution, an Icelandic consulting firm which specialise in dispute resolution. We spoke to her to find out more about her strategy and how she consistently delivers for her clients.
Company: The Road to Resolution Ltd. (Sáttaleiðin ehf.) Name: Lilja Bjarnadóttir, founder and CEO Email: Lilja@sattaleidin.is
The main focus of our firm is mediation, but we like to pride ourselves in giving quality advice on conflict resolution and problem solving in general. We also emphasise the importance of preventive measures and offer both individual conflict coaching and seminars for workplaces. Our goal is to find the right path for each case to resolve conflicts and disputes so that everyone can walk the Road to Resolution. When it comes to dispute resolution, I have always had a passion for problem solving and after specialising in dispute resolution at University of Missouri, I discovered my passion for mediation. The Road to Resolution focuses on alternative dispute resolution in the corporate setting, which I believe is sometimes too quickly overlooked here in Iceland. We specialise in mediation and work with companies when there are internal communication problems or in the case of disputes between companies when they want to avoid litigation. We are constantly evolving at The Road to Resolution because part of having the best service is making sure that it stays relevant to our clients. Therefore we make sure that we are following the latest developments in our field. Personally, I love learning new things and like to keep up with the most recent literature as well as developing my skills by attending lectures, seminars and international conferences. Since the field of business mediation in Iceland is so new, we like to look to what firms in other countries are doing well and implement that to better serve our clients. Providing the best service is at the heart of everything we do and is even evident in the company name. The Icelandic name for The Road to Resolution is Sáttaleiðin, and our slogan is “A way to solution” (leið til lausna) because our goal is to always find the best possible solution for any client. Even though the company specialises in mediation, we know that the process isn’t what matters to the client; it is the solution and how it makes them feel. When you are in a dispute, it tends to consume you and often becomes a big aspect of your life, your thoughts and energy. Therefore, even if the dispute at hand may seem trivial to others, there is always a lot at stake for our clients. In order to ensure that our clients are in the safest hands possible, we show sincere interest in helping them and emphasise the importance of understanding their needs and wants. In this way we hope to create a bond of trust with our clients so that they feel safe to let us help them and get to the real source of the problem.
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What really makes us unique is that we are the first and only company in Iceland that specialises in business mediation. Mediation is very rarely used in business in Iceland, so companies are used to selecting other alternatives. By providing a forum for creative problem solving and a process that is both productive and less adversarial and hostile than litigation, the Road to Resolution has taken a clear path to distinguish the firm from other competitors. One of the major challenges of mediation in Iceland is that it is not widely spread and the work that has been done in the field has been mostly in family and divorce mediations. Workplace mediation is entering the market as a new approach and therefore the biggest challenge has been to introduce mediation to companies and present mediation as a better way to resolve disputes. In return we get to be a part of shaping the future of mediation in Iceland, which is a wonderful and exciting opportunity. After studying in the United States, and seeing first hand all the benefits that mediation can bring, I knew that I wanted to work on implementing mediation into the Icelandic business life. That is why I founded The Road to Resolution. From my experience, workplace conflicts and corporate disputes can be both stressful and harmful for relationships. Furthermore, the consequences of on-going disputes can be even more dramatic in such a small community like Iceland, with only 330.000 people, because you are bound to run into people again or have to do business with them in the future. Offering a solution that is more amicable than litigation, and giving people a way to address problems and the real source of the conflict is something that we hope to implement into the corporate culture here in Iceland. As an entrepreneur in the field of business mediation in Iceland, I feel it is important to give back and be involved in teaching and coaching to continue to increase the awareness of mediation. Our plans for 2016 and beyond are to expand our range of services and we are also excited to expand our client base internationally and work more in the field of cross-cultural dispute resolution, which I feel is a very important aspect of today’s ever increasing international community.
UK’s Most Outstanding Woman in Business 2015
UK's Most Outstanding Woman in Business 2015 Ten Ten Interior Design are a team of property professionals that deliver a high quality design solution. We speak to Kim Gie, the firm’s Senior Interior Designer and Creative Director about her role in this innovative and exciting business. Predominantly based throughout Scotland, Ten Ten offer an Architectural, Interior Design and project management service within the high end residential and hospitality industry. Company: Ten Ten Interior Design Name: Kim Gie Phone: +44 (0)1224 632096 Email: design@tenten.uk.com Web: www.tenten.uk.com
As Creative Director and Senior Interior Designer it is essential that I am involved in all facets of our projects. As such I work with my clients throughout the process to help them create a stunning and innovative space that is designed around their individual needs.
My approach to leadership is much the same as my approach to design, and I strive to be as accommodating and generous to my staff as possible, as this is the best way to receive loyalty and support from them in return. I believe in equality on all levels, therefore how I treat my tradesmen is no different to how I am with my customers. We are all human and deserve respect from each other on every level. Keeping a calm and humble attitude is imperative in this industry as it ensures that you do not alienate key allies.
To achieve the best solution for my clients I believe in sourcing the perfect pieces no matter where in the world we need to ship them from. This can be challenging as we often co-ordinate installations with many suppliers. I design the space, source the products, project manage and co-ordinate the installations. We often consult with our developers on their projects at conception stage so as to be sure all the architectural elements are correctly positioned so we can maximise on the space ergonomically.
As a team driven company, there are many members of staff, all of whom are vitally important, however my key staff member is my colleague Alison who is an integral part of the business and works well with all our suppliers and clients. We believe our enthusiasm and honestly guides our projects smoothly to a successful result with satisfied customers. We continue to stay in touch with our clients after the handover date and are always available should they need us.
In order to provide this top quality service, it is important to ensure that I am always up to date with the latest developments in style within the industry. To do this it is vitally important to visit trade shows like the Salone de Mobile in Milan, Italy. This is always an exciting time of the year to “stop and look”, to see what has emerged while you have had your head buried in projects. Travelling whenever possible is another way of opening your eyes to new cultural trends and designs, and I try to do this whenever possible so that my designs are always fresh and innovative.
The future is bright for our firm as we have a number of exciting projects in the pipeline. We are in the process of developing across the central Scotland region of Glasgow and Edinburgh. We also aim to open a European Sector targeting the luxury Villa Market. We have a new designer starting in January and look forward to new and stimulating projects in 2016.
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Papua New Guinea: Beacon of Growth in the Asia-Pacific
Company: BSP Capital Limited Name: Richard Borysiewicz Email: rborysiewicz@bsp.com.pg Web: www.bsp-capital.com Address: Level 2 AON House, Macgregor St, Port Moresby BSP Capital Limited PO Box 2017, Port Moresby, NCD 121 Telephone: +675 309 8504
Papua New Guinea: Beacon of Growth in the Asia-Pacific BSP Capital is the Corporate Advisory, Stockbroking and Funds Management arm of Bank of South Pacific, the largest bank in Papua New Guinea. We speak to Richard Borysiewicz about the firm’s work in the region. As a firm, BSP Capital aims to bring together the knowledge and skills of our people to create value for corporate and investment clients. We have recently won some corporate advisory assignments including the sale of InterOil’s mid and downstream assets in 2014.In addition we are currently working on a few corporate advisory deals that should change the investment landscape in PNG. Our country, Papa New Guinea, is a diverse nation which offers a number of exciting opportunities. The Oil and Gas sector has been the major driver in PNG’s economy over the last few years. The contributions to growth from the sector was ~7% in 2015 however, this is forecasted to decline in 2016 reflecting the natural decline of oil associated with maturing oil fields. In addition, the domestic economy is forecasted to grow at 4.3% in 2016 driven by a rebound in the mining and non-mining sectors. Forecasts that commodity prices will increase may see slight improvements in the near term, this could provide further support to the non-mining sector growth rates. The agriculture sector is also growing steadily, with expected growth in 2016 at 3.8% and we expect
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to see the manufacturing, retail and construction sectors to expand as well. The construction sector expansion will be underscored by the requirement to have infrastructure in place prior to the APEC meeting in 2018. Other major infrastructure project such as the phase two of the Lae Port redevelopment estimated at K300m will provide further support to the economic growth. Moving forward, BSP Capital remains highly optimistic looking into 2016 and beyond with the announcement of French energy giant Total as operator of the upcoming Papua LNG. Positive indications that a third train will be added to the PNG LNG project over the next three to five years reaffirms that the economy will continue to be driven by the energy sector. This could attract more investments from offshore and Government Revenues would be bolstered by long-term and predictable income from these projects. BSP Capital also sees additional opportunities within the region following BSP’s successful acquisition of Westpac’s banking operations in Samoa, Tonga, Cook Islands & Solomon Islands. BSP’s growth in enhancing its footprint in the Pacific provides opportunities in itself. BSP Capital has already embarked on a strategy in positioning itself to target these opportunities.
Paraguay a Country on the Rise
Company: BDO Name: OSCAR GUILLEN Email: oscar.guillen@bdo.com.py Web Address: www.bdo.com.py Address: HUMAITA 145, EDIF. PLANETA, PISO 9, ASUNCION, PARAGUAY Telephone: 595 21 492242
Paraguay a Country on the Rise BDO is the world´s fifth largest accounting network. We have demanding standards that all of our firms must meet and we trust our people to use their skills and experience to deliver the exceptional service global clients expect. One of the greatest strengths of BDO is the highly recognized quality of domestic firms that comprise it. The company itself has now been competing in Paraguay for twenty years. Our objective is to provide our customers with the same excellent quality of service whatever their location may be in the world. We know for sure that a close and effective relationship is very important for business and we are committed to a long term relationship as our client´s more trusted advisors. We are ready to provide our services to the companies coming to Paraguay. Tax consulting and outsourcing of administrative-accounting services are just two of the things we will be able to offer. We are experiencing a significant increase in our business.This is a result of our continuous effort in developing specialized teams up to date with the latest tools to help provide the best cost-benefit relation to our clients. Paraguay has been historically oriented to agribussiness, providing raw material for industrialized countries. Nevertheless, significant changes are in force, since
many industries are now working and many others are in the process of establishing themselves in the country. Paraguay has a stable economy with exceptional financial indicators for the region. This helped the country to maintain a good health even during the past difficult periods in the region and even worldwide. We are following day by day developments in our business sector and our country in order to identify future needs, be prepared to attend the expeccted demands of our clients. Our focus is on continuous improvement of customer experience with BDO, because what matters to our clients matters to us. We strive to provide exceptional services to them.
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KPMG International
KPMG International Company: KPMG in the Philippines (R.G. Manabat & Co.) Name: Emmanuel P. Bonoan Email: ph-inquiry@kpmg.com Web: www.kpmg.com.ph Address: KPMG Center, 6787 Ayala Ave., Makati City, Philippines Telephone: +63 2 885 7000
KPMG International is a global network of professional firms providing Audit, Tax and Advisory services. KPMG has more than 162,000 outstanding professionals working together to deliver value in 155 countries worldwide. Emmanuel P. Bonoan spoke with us to let us know how the firm has risen to the top in its area. R.G. Manabat & Co. (RGM&Co.) is the Philippine member firm of KPMG International and one of the fastest-growing practices in the Philippines, among the KPMG practices in the Asia Pacific region. It has also been recognized as a Tier 1 in the following areas: tax practice, transfer pricing practice, leading tax transactional firm and transactional advisory firm in the Philippines by the International Tax Review.
These remarkable achievements have encouraged the formation, and now 2015 implementation, of the ASEAN Economic Community (AEC). The AEC is a milestone, promoting economic integration and development in the region. It aims to foster equitable economic development and the creation of a highly competitive economic region that will be fully integrated into the global economy.
The Association of Southeast Asian Nations (ASEAN) continues to shine as some of the emerging markets in the world. Vietnam, Indonesia, and the Philippines have been attaining GDP growth rates of 5 to 7 percent annually while Myanmar has achieved GDP growth rates of 8 percent. Over a longer period of 30 years, growth has averaged 5.4 percent, surpassing the global average of 3.4 percent over the same period.
KPMG in the Philippines keeps abreast with regulatory issues raised by the Bureau of Internal Revenue, Securities and Exchange Commission, and other regulatory agencies. From local issues on framework and structure, to monitoring and enforcement, the Firm is regularly informed and up-to-date on these concerns which affect our clients. Further, we are globally aware of similar issues through the help of other KPMG International member firms. As regulators get stricter and governance and disclosure requirements become more stringent, we provide our clients with the latest and relevant issues and advice, helping them to avoid surprises and providing them with mutually advantageous solutions.
The young and growing population of the large ASEAN economies is not only a rich source of manpower for the factories of the world. It also provides a huge market that totals as much as 650 million for the ten ASEAN countries. This demographic dividend is accompanied by the rapid rise of the middle classes that will constitute one of the most attractive markets for all types of consumer goods and services that will attract industries from all over the world to relocate in the region.
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M&A Trends in the Medical Device Industry
M&A Trends in the Medical Device Industry Van Doorne is a Dutch legal firm with a specialist team dedicated to working with the healthcare and life sciences industries. Willemien Bischot talks us through the team’s work.
The Van Doorne Healthcare & Life Sciences team advises (private equity) investors, suppliers and manufacturers of medicinal products and devices, healthcare providers (cure and care), lenders, and biotech entrepreneurs. Company: Van Doorne Name: Willemien Bischot Email: bischot@vandoorne.com Web: www.vandoorne.com Address: P.O. Box 75265, 1070 AG AMSTERDAM Telephone: +31 (0)20 6789 123
Our team consists of experienced M&A lawyers and regulatory specialists. In addition, experts from our other departments, such as competition law, tax, finance and real estate complete our team as the need may arise. This section has had a very successful year. To further strengthen our M&A capabilities we have expanded our Healthcare & Life Sciences team with Dimitri van Hoewijk as third partner of the team in addition to Marg Janssen and myself as team founders. As a result of our industry focus and the expert team we have built, we have obtained unique inside knowledge of the Healthcare & Life Sciences sector because we advise the actual operators in the sector, such as suppliers and manufacturers of
medicinal products and devices, on all their legal matters. We believe this results in far more effective and efficient advice than obtaining theoretical knowledge from the outside through sector reports and trade journals. In addition, because we have organized our staff into industry teams we have ensured that our specialists have up-to-date knowledge of the sector they are working in, as they focus on one industry and are therefore able to dedicate their full attention to it. Moving forward, our firm has some exciting plans for the future. By re-opening our London office, we will grow our presence on the European healthcare and life sciences market. We believe this sector will be subject to startling innovations, also resulting in new and complex regulations providing for both restrictions and opportunities. We want to be at the forefront of such developments. In addition we see increasing interest by private equity investors, and we strongly believe that our combination of deep sector knowledge with excellent transactions skills provides for a very attractive proposition.
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The Rise of Insurance Mergers and Acquisitions
The Rise of Insurance Mergers and Acquisitions EC3\Legal specialises in providing quality legal advice within the insurance industry and beyond. We speak to Managing Partner David Coupe about the firm’s work in this sector and their dedication to their clients. Formed in July 2012, EC3\Legal foresaw that there was a huge hole in the provision of legal services in the SME insurance market in London. We saw that the large firms didn’t want to deal with this market, and set about forming a firm which could act as an intermediary to facilitate this. Company: EC3\Legal LLP Name: David Coupe (Managing Partner) Email: david.coupe@ec3legal.com Twitter: @EC3Legal Web: www.ec3legal.com Address: Fourth Floor, 106 Leadenhall Street, London, EC3A 4AA Telephone: 0203 553 4888
Starting with only a handful of clients, today the firm has over 150 clients, with half of those coming in the last year. These range from multinationals to individuals, but what they have in common is that they are all treated with the same and with equal respect by us. As a firm we offer clients all the key services: employment; financial services regulation and compliance; commercial property, company commercial and corporate legal services. Throughout this wide range of specialisms we deliver better, more cost effective, and more relevant services. Our approach, understanding and experience of the M&A sector allows us to achieve this and to support clients working at the cutting edge of future market developments. During the last year, we acted for APC Underwriting with re-activating Folgate, the first UK insurance company to do so this century and to align underwriting capital and Managing General Agent (MGA) activities outside Lloyd’s of London. In addition we are also working on a similar project for another insurer who will provide better care for vulnerable quadriplegic people who deserve better from society. This has been done pro bono, and reflects our commitment to charitable efforts and aims. Our client portfolio includes chartered loss adjusters, insurance brokers, a large Japanese corporation, a Malaysian-based diversified multinational and a claims services manager. We have had attracted 50 new clients this year, and as such we have now been instructed on over 50 transactions worth collectively in excess of £1bn. Projects we are currently working on include instructing a large insurance broker who we helped with two large acquisitions in 2014 and we have continued to act for them on various acquisitions throughout 2015, and we are currently advising them on three M&A transactions to complete before the end of 2015. Working within such a diverse, fast paced industry on a vast array of projects such as ours means we have to ensure that everyone at the firm is kept fully up to date with the latest industry developments,
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and as such we have invested in people over recent years, growing our team and broadening our industry knowledge and expertise. At the start of 2015, insurance industry veteran Cees Schrauwers became our Chairman. He has served as Managing Director of Aviva International, CGU Insurance and Commercial Union. Prior to this, he was a Partner with Coopers & Lybrand and Director of Brit, Canopius, and Munich Re (UK) Plc. He has greatly assisted our firm by providing a clear vision, setting our goals and drawing on this vast experience to help enrich our company. In addition to this, I was one of the founders of the Managing General Agents Association (MGAA), and remain an ex-officio board member and act as liaison point with the FCA, positioning our firm at the forefront of emerging regulatory developments. Many of our staff come from a wide range of backgrounds, and the education and the passing on of information from the more experience lawyers is equally important, both internally and for our clients. All of our clients know that we will go the extra mile to make sure they get the service they need, and that we offer sound legal advice along with commercial acumen, which is why they trust us to advise them. This experience and dedication to keeping up to date with the latest industry trends is particularly important in today’s market, as throughout the industry businesses are currently feeling the heavy arm of regulation such as MIFID and Solvency II. Alongside this is the latest developments in the Insurance Act 2015 and the Enterprise Bill, all of which combine to create an interesting playing field, with law firms in particular needing to keep one step ahead, especially in the M&A sector. Moving forward, it is our enduring aim to be more than mere lawyers, but also friends, confidantes and professionals who are able to guide our clients through the legal process. As such we aim to ensure that every one of our clients sees us as a true business partner sharing their pains, ideologies, inspirations and lives and that is all we really want to be. With that in mind, as we look towards 2016 we are aiming to grow with our clients and to become the legal business partner of choice.
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Leading Actuaries 2015
Leading Actuaries 2015 Aon Plc is a leading global advisor and provider of risk management, insurance and reinsurance brokerage, and human resources solutions and outsourcing services. We speak to Donald J Rueckert Jr, Executive Vice President & Actuary in the firm’s New York City Offices about the firm’s work in this sector. My personal area of expertise is providing actuarial, brokerage and consulting advisory services to some of the largest and most highly regarded global private equity firms, hedge funds and corporations that invest into; and acquire companies in the energy, natural resources, power and chemicals sectors. Name: Donald J Rueckert Jr. Executive Vice President & Actuary Company: Aon Risk Solutions Address: 199 Water Street New York, NY 10038 Telephone: 212 441 2004 Mobile: 315 796 8818
The views expressed hear in are those of the interviewee and not necessarily those of other organizations and/ or individuals
With 500 offices throughout the world our firm is truly global and as such the vast amount of my time and efforts are spent in New York City, Houston and London. There are a myriad of risks involving unfunded liabilities found within the operations of a possible acquisition target. Accuracy is paramount in calculating everything from the proper reserving for self insured retentions or deductibles ; to the more nuanced , but no less dramatic effect that are posed by a low interest rate environment on defined benefit programs. Since the economic downturn, many of the world’s largest central banks (US Federal Reserve, European Central Bank; Bank of Japan and Bank of China) have either outright adopted or instituted some form of quantitative easing in an effort to stimulate economies. The lowering of short term interest rates has had a dramatic effect on the sponsors of defined benefit programs. Given the inverse relationship between the discount rate and a defined benefit schemes liabilities; lower interest rates have dramatically impacted and increased the magnitude of a schemes underfunding which has resulted in a plan sponsor having to make ever increasing contributions to the scheme. Educating and advising an potential acquirer as to the myriad of actuarial basis and
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methodologies across a variety of global jurisdictions regulatory, tax and accounting practices is paramount in the understanding and proper evaluation of the magnitude of defined benefit obligations. Having the privilege of being a member of some of the most highly regarded and recognized global actuarial organizations- The Society of Actuaries; American Academy of Actuaries; Conference of Consulting Actuaries – requires perpetual continuing education as well as immersion into the wide ranging and ever advancing Actuarial Standards of Practice that are issued from the numerous practice councils within those organizations. All the major consultancies and brokerage houses; be they global, super- regional or regional organizations have tremendous talent and resources. I believe what makes us truly unique at Aon is our extraordinary focus on our client centric model. We truly and sincerely embrace and believe that our clients should have at their disposal the finest professionals, technological resources; access to innovation and a global brokerage and advisory network that is second to none. In order to ensure we do indeed deliver on this promise, we are continuously investing in our people and resources which have allowed us to build out a global network of 500 offices across 120 countries consisting of 66,000 colleagues. I’m approaching my 25th anniversary and during that time have had the pleasure of working with the finest clients and professional colleagues that one could only hope to have. I will be looking forward to the next 25 years.
Nigeria: Remaining a Key FDI Destination
Nigeria: Remaining a Key FDI Destination Ayotunde Owoigbe. Partner, Banwo & Ighodalo.
Law Firm: Banwo & Ighodalo Name: Ayotunde Owoigbe Email: aowoigbe@banwo-ighodalo.com Web Address: www.banwo-ighodalo.com Address: 98, Awolowo Road, Ikoyi, Lagos Telephone: +234 1 461 5203-4; +234 1 4630853-4
Banwo & Ighodalo is a leading multi-disciplinary law firm in Nigeria which provides first-class legal advice. Established in 1991, the firm is now a 6-man partnership with almost 50 other lawyers. The firm has five practice groups: Corporate, Securities & Finance, Energy, Shipping, Aviation and International Trade, Intellectual Property and Litigation & ADR. Banwo & Ighodalo is Nigeria’s leading M&A law firm, as affirmed by our recent award by Africa Law Digest. Ayotunde was admitted into the Nigerian Bar in 2001 and joined Banwo & Ighodalo in the same year. She joined the firm’s partnership in 2010. Her core practice areas are capital markets, M&A, banking and project finance. B&I and Ayotunde are ranked by Chambers Global, IFLR and Who’sWho amongst others. Nigeria - An attractive destination for foreign investors • Scale of economy – Nigeria’s economy (estimated at US$509 billion for 2013) is Africa’s largest and 26th in the world. • Compelling demographics – population is estimated at over 170million people; with approximately 60% below the age of 25. • Evolving democracy – 2015 elections marked first time in Nigeria that a ruling party at the federal level would voluntarily hand over power. • Diversified economy – significant contributions from agriculture, manufacturing, communications and other services; although economy remains largely dependent on oil sector. • Settled legal system on choice of law, jurisdiction of foreign courts, enforcement of foreign judgments and international arbitration. Barriers restricting entry into this market • Insecurity – Boko Haram insurgency. • Inefficiency of systems – low ranking in 2014 World Bank “Ease of Doing Business Index”: 146th out of 189 countries and 2015 “Going beyond efficiency report”: 170th out of 189 countries. • Possible Credit Crisis – reports are that a sizeable percentage of approximately N5 trillion loans which Nigerian banks advanced to companies in the energy sector might be impaired. • Tax – Aspects of Nigeria’s tax regime hinder investments; such as prohibitive land transfer
taxes, stamp duties and registration fees for creation of security interests. We support business leaders and investors looking to explore opportunities within Nigeria by obtaining an understanding of the prospective investors’ objectives. We then render initial support by: • Providing an overview of legal and regulatory requirements relating specifically to the relevant sector of business interest and generally, to cross border considerations, laws related to foreign investors, tax regime and enforcement of judgments. • Giving our perspective on Nigeria’s then current political and business climate. We would then provide additional support upon obtaining a better understanding of the investor’s needs. There have been no recent major changes to Nigeria’s core company and investment laws. However, a recent policy which dampened investor appetite was Central Bank of Nigeria’s (“CBN”) issuance of circulars in relation to currency substitution and access to funds in Export Proceeds Domiciliary Accounts. The CBN subsequently issued clarifications. However, prior to the clarifications, uncertainty prevailed around the interpretation of existing transactions denominated in foreign currencies; thus adversely impacting confidence, heightening risk categorization and lowering ratings. Nigeria requires a one-stop investment shop to promptly grant business entry approvals to enable investors efficiently set up in Nigeria. Where regulatory bodies do not work with the Nigerian Investment Promotion Commission (the intended one-stop investment shop), Nigeria’s potential of attracting additional significant foreign investment will not be attained.
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Pensions: The Road to Security
Company: Actuarial Risk Management, LTD Name: Corwin (Cory) Zass Email: czass@actrisk.com Web Address: www.actrisk.com Address: 5914 W Courtyard Drive STE 190, Austin, TX, USA, 78730 Telephone: +1 512-345-5200
Pensions: The Road to Security ARM is the new standard setter for todays in-demand “next generation” of actuarial and risk advisors. We spoke to Cory Zass, Founder, Principal and Senior Consulting Actuary, of Actuarial Risk Management about how his innovative business model is designed to deliver the enterprise-wide solutions that organizations are continuing to seek for their risk programs, including their pension risks. The 2006 formation of Actuarial Risk Management (ARM), and its newest division, ARM Risk Solutions, fills a void for advice dedicated to the broad middle market. Regardless of sector, many larger consultancies simply navigate towards the larger entities and look to have junior staff do the work. However, we leverage our collaborative business model to bring senior expertise available to middle market companies. With our platform, we accommodate a range of middle market sized projects using an advisory price point lower than the larger firms. Our advisory roster span is wide and deep with our average actuary and risk advisor having 25+ years of relevant experience. Our collective experience results from times in both industry and larger consultancies, also benefiting from the academia and regulatory worlds. There are recent studies indicating that over 60% of entities have never inventoried their risk exposures (including pensions) and a large number even then only focused on the risks transferable to the commercial insurance market. The middle market reality of these statistics is worse and with worse outcomes as a result. Our clients span many industries and are not limited to a geographical footprint. Our approach is simple - listen, observe, design, refine, monitor. At the option of our customers, we can stay to assist in the implementation or training of staff. Our philosophy does not subscribe to typical ‘risk silo’ mindsets held by most consultancies – we look for synergies and solutions beyond the property, liability, people (like pensions), and financial stability boundaries. Our industry centric advisory teams bring to our clients a wealth of real-world risk control insight. From an operational and economic standpoint, our bespoke designs correct a misalignment of our customer’s priorities, risk culture, and risk appetite. From our perspective, risk taking is an opportunity too, which requires a risk plan that is understandable, cost effective, sustainable, and positively impacts their operations. We are not sceptics or pessimists, but we feel compelled to inform our customers of the risks of making uneducated “bets” or simply betting on the average or “doing nothing”. We commit to an honest perspective of their situation then identify cost effective “good tasting medicine” even though this more than likely departs from the approach of some current advisors. We ask tough questions beyond
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“what keeps you awake at night” then properly gauge the size and likelihood of risk exposures and recommend alternative solutions, if warranted. These solutions range from simple to creative to complex. Corporate benefit plan sponsors are at a crossroads of balancing equity volatility, low interest rate norms, and rapidly growing aging workforces. From the sponsor’s position, defined benefit pension promises can no longer be viewed from the rearview mirror. Taking full control of pension risks and post retirement health – encompassing the likes of longevity and investment risks - requires a unique perspective missing from current strategies. Our experience indicates that many plan sponsor incumbent advisors present some limited form of a generic elixir as the sole answer to managing their several retirement risks when current market conditions offer more options. Our insight will balance the company’s economics – short and long term with positions taken by all plan stakeholders. Early open communications with the C-Suite is critical to determine if they want to be “in the benefits business” (i.e. after inspection of the pros and cons, they may consider divesting the pension plan like an unwanted division or plant). We understand that no one wants to be misled or made promises that were too optimistic. Factually speaking, many retirement promises of eras past inherently were poised to only work a fraction of the time. Recently our expertise is also of interest to defined contribution asset managers looking to minimize the longevity risk transferred to the retirees. In other words, we are using actuarial techniques to give a higher degree of confidence that the retirees do not outlive their investments. With market upheaval and worsening debt positions of major governments, pension plan decision makers must gain this hard-to-swallow advise so they can hope to reverse course on the near inevitable collision stemming from the smaller ratio of workers to retirees evolving daily. The good news is that these changes may structurally provide for equivalent, or perhaps even better, benefits for employees without putting additional pressure on the corporate balance sheet. Regardless of risk the best management comes when you eliminate the emotions and look both holistically and proactively. We are committed to our Trusted Risk Advisor role to supply our clients with a valueadd perspective on current and emerging risks.
Business Valuations: City Valuation Advisory
City Valuation Advisory Company: City Valuation Advisory Address: 23 Chiltern Road, Sutton, Surrey, SM2 5QU Email: heather.gray@ cityvaluation.co.uk Phone: + 44 (0) 7957 691 777
Business Valuations: City Valuation Advisory City Valuation Advisory is an independent advisory service specialising in offering valuations for a wide variety of purposes.
City Valuation Advisory provide independent advice and opinion on the value of companies, businesses, shares, intangible assets, goodwill and other assets and liabilities. Their clients request a valuation which can be used for financial reporting, shareholder disputes and strategic reviews to acquisitions and disposals, joint ventures, employee share schemes and reorganisations. Despite the diversity of their clients and their requirements, what most have in common is that behind the need for a valuation is an important transaction or business milestone. This means that the valuation must be both technically robust and highly commercial. Therefore City Valuation Advisory capitalise on their many years’ experience of providing high quality and professional valuation advice to clients including global quoted companies, private companies and individuals. Founder and Managing Director, Heather Gray, is a Chartered Accountant and former Partner and Head of Valuations at KPMG in London. Heather has many years’ experience advising clients on valuation related matters, and uses this to ensure that every client receives the best possible advice which is ideally suited to their individual needs. Creating value is at the heart of most company decisions but in Heather’s experience, it is surprising how often strategic decisions are made with little or no quantification of the impact of these decisions on the value of the company or business.
As such City Valuation Advisory work with their clients to understand the objectives of the strategic review and the actions management is proposing to take, then identify those factors which are expected to impact the success or otherwise of these objectives. Subsequently the firm helps their client to analyse the impact of the company’s strategic plan in terms of the amount of value added or indeed removed by the various outcomes of the plan. The output of this process gives clients a report and analysis which sets out the key issues expected to drive the strategic plan and a quantification of the change in value of the business based on the assumptions in the company’s business plan. The firm also provides sensitivity and scenario analysis so that management can see the impact on the value of the business of changes in key assumptions and outcomes. As such the firm finds that the process of having someone independent work with management to assess impact on value of a strategic plan can provide useful insight. It often gets management thinking about the company is a different way and helps them focus on those matters which are really important in driving value for the company, its shareholders and employees. Overall, the firm are keen to ensure that their clients receive the best possible advice, therefore they are experts at gathering evidence, creating contacts and working collaboratively.
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Evolving Transfer Pricing Landscape in Canada
CUFTanalytics Company: CUFTanalytics Address: 3, 1909 25A Street. Calgary, Alberta Canada T3E 1Y5 Phone: (403) 775-4639 Email: inquiry@cuftanalytics.com
Evolving Transfer Pricing Landscape in Canada CUFTanalytics is an independent expert pricing analytics firm based in Canada which has recently developed a series of research projects on pricing in the investment sector to enhance industry knowledge.
CUFTanalytics is an independent transfer pricing firm dedicated to providing expert advice and solutions in the very focused and complex domain of intra-group financial transactions. The firm comprises of a group of experts who have wide experience in the industry, having assisted numerous multinational companies across the globe and in a wide range of industries with analysing, designing, documenting, and defending their transfer pricing policies and procedures. Prior to launching CUFTanalytics the firm’s cofounders, John Hollas and Gordon Hands had recognized a serious lack of quality arm’s length data and general lack of understanding with respect to intra-group financial transactions. This issue has and still continues to lead to the misuse of noncomparable data and inappropriate methodology to price these complex transactions. The result has been the creation of an environment of mistrust between taxpayers and tax authorities in Canada that is more adversarial than with other types of transfer pricing issues and transactions. Therefore these two industry experts launched CUFTanalytics in 2009 with goal to assist the global transfer pricing community of multinational corporations and tax administrations in mitigating transfer pricing controversy related to intra-group financial transactions. This is achieved by creating and using high quality, highly comparable data as well as developing and applying unbiased methodologies and best practices for pricing these types of transactions. One major project the firm has recently been involved in is their Pricing Research Series designed to provide clients with expert advice on the subject. Since assessing the credit risk of the borrower or obligor in any intra-group financial transactions is a critical first step, it is vital that it is undertaken properly. The problem often seen in this area of pricing analytics is that there are many misperceptions about credit risk, such as how it is determined and what it means. Similarly, there are other common perceptions about other borrower and loan characteristics and their impact on the pricing of loans. Does the industry of the borrower matter? The loan size? What about the security, tenor or currency of the loan?
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Therefore the CUFTanalytics experts have developed a series of research topics to test these and other questions and we will continue to research and test different hypotheses surrounding credit risk and other borrower and loan characteristics and their implications for transfer pricing purposes. For example, the firm asked the question: Is an estimated or implied credit rating sufficient for pricing intercompany financial transactions? They hypothesized that if you know the credit rating of the borrower and/or the borrower’s debt instrument (loan or bond) then you would know the arm’s length interest rate, with a high degree of accuracy. In order to assess this the firm examined all loans executed by BBB rated companies during 2014 which were filed with the US Securities and Exchange Commission. If the hypothesis was correct then the lending margins, after adjusting for tenor and other differences in the loan transactions, should be in a very tight range of values. They then repeated this research using corporate bond issues for BBB rated issuers (or issues) and for other rating categories. However the results showed the hypothesis to be false. The probable explanation for the failed hypothesis is that the credit risk metrics used by lenders in their credit risk analysis of the borrower and the loan transaction are not sufficiently aligned with the credit risk metrics (or weighting of those credit metrics) used by the credit rating agencies. While bond investors will (potentially or to a larger degree) rely upon the credit rating issued by a major credit rating agency, institutional investors will conduct their own credit risk analysis. However the main difference is that for bond investors liquidity risk (supply and demand factors impacting on bond pricing) may be as, or more, important as the issuer’s credit risk. Reports such as this and the others in the series help leading industry companies to understand the changing landscape better and to plan their pricing accordingly, which assist both them and their clients.
2015’s Most Innovative Business Leaders
Company: Transformational Business Network Address: 80 Coleman Street London, EC2R 5BJ Email: info@tbnetwork.org Phone: +448454676384
2015's Most Innovative Business Leaders Transformational Business Network is made up of a network of business and professional people who bring community transformation through sustainable business solutions, helping to end poverty. The group’s members and partners include entrepreneurs, business and financial professionals, technical specialists, social investors and people from many other fields that want to use their skills and resources to benefit the poor and marginalised. Additionally they also have Corporate Members that benefit from networking and can be involved on a commercial basis and / or develop project links that enhance customer and staff loyalty. Despite their various differences, the group are united in their desire to use business to alleviate poverty. Through valuing integrity, transparency, professionalism, creativity and diversity, the group seeks SMEs that are sustainable, catalytic and replicable. As such they are relationship led, service orientated and holistic in outlook, basing their business philosophy on Christian values and principles and we welcome participants of any or no faith. In order to achieve their overall mission to alleviate poverty through business, the group has a three aims: • Inspire, through encouraging more people to get involved, especially through inspiring conferences. • Engaging and helping others to see how to use their skills and experience to make a difference, especially through ‘exposure trips’, local groups, personal advice and ‘eNews’. • Support, which will help the group’s members to be more effective in what they are doing, through encouragement, advice, links to people and resources, a loan fund, and by offering proven training materials, projects and businesses.
Currently the network’s enterprises are primarily based in Africa and Asia but can be in the UK. The projects are all member led, initiated by the network and managed members. Every project is able to draw on the group for support, encouragement and contacts with other members for advice, skills and / or investment. Members can use the network to create their own business, utilise their existing business to help with the group’s aims or invest in the network. The network’s leadership style utilises their collaborative approach to provide supportive guidance to their members and help them to achieve their goals through communication and shared projects. They also offer training and mentoring services, building local entrepreneurial, leadership and management capacity as the group believes this is vital to overcoming poverty. The basic business skills many business professionals take for granted can be what’s crucially missing for many would-be entrepreneurs and SMEs. By mentoring entrepreneurs or writing/running training you can bridge the ‘pioneer gap’ that prevents potential startups becoming scalable enterprises. Members are encouraged to support other members and run workshops or talks to spread their knowledge amongst the group’s other members. There is also an online research library for members to share resources or advice. Ultimately, the Transformational Business Network have a lot of leadership and collaborative working skills which are key to their success and could help other firms in the future to communicate and support one another.
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Company: CLARUS LAW ASSOCIATES Address: 3rd Floor, Vijaya Building, 17 Barakhamba Road Connaught Place, New Delhi 110 001, India Tel: +91-11-45469100 Fax: +91-11-45469111 Email: clarus@claruslaw.com
Project Finance :INDIA – Leading Indian Law Firm Clarus Law Associates has been constituted by independent and experienced lawyers drawn together by the aspiration to establish a full service law firm that provides high quality services. We are dedicated to professional excellence, personal and high quality support and effective solution-oriented legal services. The core competence of the team at Clarus Law Associates is in structuring, negotiating, drafting and finalizing the documentation for various types of transactions and undertaking strategy and representation in complex projects disputes. The main practice areas of Clarus Law Associates are: • Energy: LNG, Natural Gas & Electricity • Project and Project Finance • Finance & Corporate Transactions • Complex Project Disputes: Strategy & Support • Investment Law & Policy; Investment Treaty Disputes • Trade Law and Policy • Climate Change, Renewable Energy & Clean Technology • Policy and Legislative Review • Competition Law Clarus Law Associates was founded by Mr. Piyush Joshi and Ms. R.V. Anuradha in 2007, who, at that time, were Partners at the then existing law firm of Amarchand Mangaldas. Both Piyush and Anuradha graduated from the National Law School of India University, Bengaluru, India, in 1995. Piyush has over twenty years of extensive experience in Infrastructure Projects Development, Project Finance, Corporate Law and Complex Projects Disputes in India. Piyush has been closely involved in the development of various infrastructure sectors in India (Energy, Urban Infrastructure, Transportation, Urban Development) and has extensive multisectoral experience not only in project development and project financing transactions but also in disputes that frequently arise in complex projects in India. Piyush has advised not only project developers and project lenders but also private equity investors, regulatory authorities and government agencies in relation to infrastructure projects. He has been recognized by the International Who’s Who of Project Finance Lawyers as a leading practitioner in his field. Piyush has also held positions of responsibility in the in-house legal teams of two major multi-national energy companies, namely, Enron and British Gas. He has also written extensively on various legal issues and authored the book “Law Relating to Infrastructure Projects” published by LexisNexisButterworths, which is the only book on Indian law on this subject. Anuradha has over twenty years extensive all-round experience in International Trade and Investment Regulation and Environmental law and policy.
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Anuradha has been recognized by the International Who’s Who of Trade and Customs Lawyers and Chambers Law and Partners as a leading practitioner in her field. She is a member of the Asia WTO Research Network- a network of academics and practitioners working on WTO law and policy in the Asian region. Anuradha regularly advices the Government of India and the private sector on various matters arising under the WTO and Free Trade Agreements, including disputes arising under such agreements. She has also undertaken assignments on trade law and policy for Centre for WTO StudiesIIFT, The World Bank, UNCTAD-India and export promotion associations in India. She has advanced degrees from the New York University School of Law and the University of London on International Economic Laws and International Environmental Law. Illustrative Work Experience The Firm represents developers, investors and lenders in various projects in: (a) the power sector (coal based, gas based, hydel projects),(b) renewable energy sector (solar project, wind projects and waste to energy projects), (c) urban infrastructure sector (including township development, urban transport, metro railway networks, tramways, BRTS, regional railways networks, urban mobility), (d) transportation sector (roads, ports, railways, airports and inland waterways), (e) water distribution and supply sector, and (f) agriculture infrastructure (warehousing, cold storage and agriculture supply and logistics). The Firm has also advised on structuring and implementation of projects for development of Special Economic Zones, specific development zones (like national manufacturing zones, industrial parks etc.) and social infrastructure development projects (like slum redevelopment, public health infrastructure, municipal school restructuring). Some of the recent projects that the Firm has adviced on include structuring and project documentation for the LNG Terminal at the Mundra Port in State of Gujarat, India. This included drafting of the LNG Terminal Sub-Concession Agreement, Port Services Agreement, Regasification Agreements with potential users, land related agreements and other associated agreements, as well as the legal opinion on the best possible structure for project implementation under applicable laws. The Firm is also advising a major oil and gas enterprise in acquisition of interest in the LNG FSRU being developed at Jafrabad port, Gujarat and on structuring of joint venture arrangement between the entities that have reserved capacity in the FSRU to mitigate risks and enable inter se trading and utilization of capacity reserved.
Project Finance :INDIA – Leading Indian Law Firm
The Firm is the Lenders counsel in the financing of 1050 MW Kamalanga Coal Based Thermal Power Plant being developed by GMR Group in village Kamalanga in State of Odisha. The Firm is engaged in complex trade and investment disputes. It is representing the Government of India in WTO dispute on Solar Cells and Modules initiated by the U.S. It also undertakes frequent analysis on the compatibility of laws and regulations in India and its trading partners, with the provisions of the WTO, Free Trade Agreements, and Bilateral Investment Protection Agreements. It recently adviced a leading natural gas company in India in relation to a dispute under the India-Yemen bilateral investment agreement arising in relation to an oil block in Yemen.
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Outstanding Litigators / The Evolving World of Taxation
Outstanding Litigators Hegewisch Abogados, S.C. was established in 1959, and is dedicated to litigation and consultation in civil, mercantile and financial subjects including national and international arbitration practice. We got in touch with them to learn more about their firm and the wealth of experience they provide for their clients.
Company: Hegewisch Abogados, S.C. Web: www.hegewisch.com.mx Telephone: +52-55 5651-0600
Our firm has 10 attorneys at law in total, whose experience ranges from 2 to 55 years. Partner Fernando Hegewisch D.I has a Ph.D. in Law, and graduated with honours in the Universidad Nacional Autónoma de México. Furthermore, he has an official authorisation for lawful auditors to stock exchange intermediaries, and wrote the fourth edition of his book named “Mexican Financial Law”. The firm’s founder is Everardo A. Hegewisch, attorney at law, who has earned a degree with honours by the Universidad Nacional Autónoma de México. Moreover, he is a regular professor at the Universidad Iberoamericana (with license in both cases) and has exercised the profession of trial attorney in the civil and mercantile matters for 55 years.
Company: Field Court Tax Chambers Address: 3 Field CourtGray’s InnLondon WC1R 5EP Tel: 020 3693 3700 Email: chambers@fieldtax.com
The Evolving World of Taxation Field Court Tax Chambers are a modern, energetic, forward looking set of expert tax counsel, with wide experience of UK and international tax related matters both as advisers and advocates. Founded in 2014, Field Court Tax Chambers are expert counsel in all areas of tax and between theme they have advised clients, including governments, multinational enterprises, wealthy individuals, charities, celebrities, tax authorities and small medium and large businesses from all parts of the world, on all areas of UK law and all aspects of double taxation and tax related human rights law. In addition they have also represented our clients, as expert advocates throughout the UK court system, from top to bottom, as well as in the European Court of Justice, the Privy Council and in courts across the globe.
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We provide a deeply professional relationship with our clients, and it is the firm´s policy not to inform third parties of the names of its clients nor the subject in which we have mediated, unless we have the clear authorisation of the client. The firm also has paralegals, authorised to exercise as attorneys at law, granted by the Ministry of Public Education, with the ultimate and most advanced intel information, computerised system, library and administrative and secretarial staffs.
Understanding that the way they provide their council is just as important as the advice they give, the firm are dedicated to being affable and approachable, working hard for their clients, and always aiming to provide them with a really top class service.
The Rise of the Cross-Border Transactions
Company: Vista Insurance Brokers Ltd Email: info@vistainsurance.co.uk Web: www.vistainsurance.co.uk Address: The Edge Business Centre, The Edge, Clowes Street, Manchester M3 5NA Phone: +44 0161 393 7111
The Rise of the Cross-Border Transactions Manchester-based broker to head up EMENA Operations of World-wide network After working with their M&A Team on a substantial number of cross-border deals, Vista Insurance Brokers Ltd has agreed closer links with US-based Equity Risk Partners Global and now lead their network for Europe, the Middle East and North Africa. More and more mid-market businesses are establishing a local presence in jurisdictions outside their traditional home locations or are looking to build their international profile with the acquisition of overseas subsidiaries. In the United States and UK, Private Equity investors have substantial funds to invest and have been spreading their net wider in the search for better value deals. All this activity has meant that the number of cross-border deals has been rising. Gavin Ruben, Managing Director at Vista explains that “there has been an increasing demand for insurance due diligence and portfolio servicing support to mirror this growing international presence”. “For Vista and our Private Equity clients the strengthening of our relationship with Equity Risk Partners Global will allow us to ensure long term quality and consistency. We will now directly oversee the support provided in our region for both Due Diligence and for ongoing services to Portfolio companies. We will also enjoy closer ties with Equity Risk Partners in the US and their outstanding team of deal professionals.”
Vista will now co-brand with Equity Risk Partners Global on all Due Diligence Reports including UK only deals which continue to be Vista’s core area of activity in both London and Manchester. Vista is a specialist insurance broking business trading from Manchester and London. The business is a Management Break-out backed by private investors. The leadership team includes some of the most experienced professionals in the industry and it is this experience and expertise that enables them to find the right solution for businesses. Equity Risk Partners Global is the only worldwide alliance of independent insurance brokers that takes a unified and consistent approach to due diligence and insurance brokerage. This unique coalition was created in order to provide the best service possible to private equity firms and portfolio companies considering cross-border deals. Their members are dedicated to understanding businesses and have access to a global information network to ensure comprehensive coverage. Their resources are dedicated to understanding, quantifying and managing the risks associated with business on a global scale. Combined with top-notch industry expertise, they partner-up to work from due diligence to divestiture.
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Taking a chance on Gaming
Company: DragonKnight Advisors Email: info@ dragonknightadvisors.com Web Address: www.dragonknightadvisors.com Address: 3 more London Riverside, London SE1 2RE, UK Phone: +44 (0)207 036 9440
Taking a chance on Gaming DragonKnight Advisors is an independent corporate finance and advisory boutique based in Paris and London. They are involved extensively in the FMCG and technology segments which includes digital technology, gaming and gambling amongst other sub-segments. We spoke to Stephan Gaude, Founder and Managing Partner of DragonKnight Advisors, to find out more about their company and how they adapt to the changes in their ever-evolving industry. In our industry, recent changes in digital technology have forced regulators to catch up and clients to try to anticipate and adapt. Furthermore, regulators in Europe are under pressure to create a European framework, and governments are starting to adapt themselves to the current shift in the economy. Another major development is The Securities and Exchange Commission (SEC) vote for the new Title III for crowdfunding SMEs. This will clarify the rules between go-between platforms and unaccredited investors, and is perfectly tailored for start-ups and fast growing SME’s. However, it will also create the need for entrepreneurs to be more prospective on their relationship with their shareholders. As a result, the need for advice on crafting intelligent strategies and efficient information mechanisms will grow, and day-to-day business could be disrupted by infinite inquiries from a multitude of shareholders.
In dealing with these requirements, we have always been more interested in long term relationships and keeping a high level of compliance and self-regulation rather than searching for the next coup. Regulation will be tougher and will become decisive for existing businesses, and our clients appreciate that we are well aware of regulatory changes. We also provide blunt and direct opinions on regulation and economic changes that could occur in the short and mid-term. From our perspective, creativity is the mother of all solutions, and changes in a regulatory environment may require more complexity but does not mean impossibility. We spend time with our clients in order to understand their business and do not hesitate to ask questions or challenge the way they are resolving issues. In using this process, we really excel is in finding solutions to complex situations, and we only take on new challenges if we feel we can add value. Furthermore, we listen to our clients in a given segment and across other segments. We also pay close attention to sound bites coming out from regulatory bodies and competitors. Looking further ahead, we expect to see more clients with even more complex transactions than in 2015. If it was too obvious they would not come to us, and we believe that we have tools in place to meet any further emerging developments or requirements.
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Equinox Energy Capital Acquisition of UK solar projects / The Desire to Acquire & The Urge to Merge
Company: Equinox Energy Capital Address: 25 Old Burlington Street, London, W1S 3AN United Kingdom Tel: +44 (0) 20 3096 2150
Equinox Energy Capital Acquisition of UK solar projects Equinox Energy Capital is a private investment firm seeking to deploy capital in renewable energy assets in the UK, Scandinavia and Italy. The firm has recently been particularly focused on acquiring solar projects. Equinox has access to very substantial capital from its own and its capital partner’s resources at our discretion. The firm’s management team has over 30 years of combined investment experience, including nearly 10 years in energy and renewable energy, as well as in a broad variety of private equity transactions in Europe. The strategies of the firm’s central fund are to construct patiently a portfolio with a minimum of 200MW in UK solar; acquire a complementary portfolio of UK operational on-shore wind parks; construct a portfolio of up to 100MW of on-shore wind parks in Scandinavia and aggregate a portfolio of up to 300MW of operational PV and wind assets in Italy. In order to achieve this the firm has its own inhouse technical and engineering team with strong
Company: de Marcellus & Disser - Société d’Avocats Address: 17, rue Cadet - 75009 Paris - France Tel: + 33 (0) 1 75 77 41 80 Fax: + 33 (0) 1 75 77 41 89 E-mail: contact@ demarcellus-disser.com Web: www.demarcellus-disser.com
experience in permitting, construction and asset management, dedicated to investing in viable projects which achieve the fund’s aims. Within the UK the firm is focusing on investing in solar power, including recent acquisitions and constructions such as Rowles Solar Park and completing their 83MW Solar Portfolio which included parks in Aspatria, Egmanton, Flit, Gaultney and Radstone. Equinox now has an operational UK portfolio of six solar farms (83MW), all of which qualify for 1.4 Renewables Obligation Certificates (ROCs). Looking to the future, the firm has a number of strategies across the globe which it will be looking to realise, as well as expanding their UK investment in the solar industry to enhance this vital environmentally friendly energy market.
The Desire to Acquire & The Urge to Merge de Marcellus & Disser specialises in IP law and assisting companies involved in IP law surrounding M&A activity. Founded in 2011, de Marcellus & Disser is a France based legal firm with a focus on intellectual property law.
In addition the firm also has a strong network of French and international correspondents and partners in case of issues other than intellectual property.
The protection and defence of intangible assets have become a critical issue for most companies that need to be counselled by specialists at all stages of their evolution.
On occasion they are also required to organize, at the request of its customers, awareness training to the rights of intellectual property and the risks posed by counterfeiting, utilising their industry contacts and experience in the area.
With their experience in this field, the firm’s associates accompany their French and international customers to help them acquire and develop their intellectual property rights but also to defend them in case of conflict, more particularly within the scope of patent and trademark.
By offering a wide range of services and endeavouring to ensure that every possible need of their client is met the firm has secured themselves as the IP lawyer of choice in France.
The firm’s varied clients include French and international companies in various fields such as the luxury industry, agribusiness, media, automotive, mechanical engineering, medical and research laboratories.
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The New Age of Business Crime
The New Age of Business Crime Mackrell Turner Garrett (MTG) is a full service law firm that offers services to individuals, businesses and corporate entities of all sizes around the world. We speak to Nigel Rowley who talks us through the firm’s work in business crime and the developments in this area.
Company: Mackrell Turner Garrett Name: Nigel Rowley Email: Nigel.Rowley@mackrell.com Web: www.mackrell.com Address: Savoy Hill House, Savoy Hill, London, WC2R 0BU Telephone: 020 7240 0521
Founded more than 170 years ago, MTG have grown into a successful award-winning firm that continues to provide and develop innovative services with an internationally focussed approach.
In reality, business crime is no more prolific now than it has been before, it is just that regulation and technology has caught up with those that commit criminal acts, such as fraud.
Our team of solicitors are all highly trained and extremely dedicated to the firm and our clients. Many of them take an active role, not only in advancing our own practice, but moving the legal profession forward as well, by participating in organisations and forums focused on improving legal services for businesses and individuals.
However, with this advancement in technology there is an ever greater opportunity that mistakes can lead to a person being wrongly accused of a breach of regulation, for which they or their business were not responsible.
The issue of business crime has become an extremely important topic in recent years, especially following some of the scandals that emerged from the financial and banking sectors following the recession. More than ever before, there is greater scrutiny on the actions of business leaders and their employees, particularly in the corporate sector. When things do go wrong for an individual or business, they want to know that their case will be handled sensitively. This is where our team are able to step in and create a robust defence for our clients, which meets their legal requirements.
In these cases it is important to have a legal team behind that individual to ensure that they are fairly represented when they appear before a court or tribunal. In order to ensure that this is the case, our team go above and beyond the expectations of most ‘normal’ legal departments by exploring every avenue, no matter how big or small, to ensure that nothing is missed. At Mackrell Turner Garrett we understand that so called ‘white collar’ criminals, may never have had charges laid before them before and we ensure that all the work we conduct is clearly explained so that clients understand the processes involved and the potential penalties they could face.
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Ones to Watch in Arbitration 2016
Ones to Watch in Arbitration 2016 Fieldfisher is growing its arbitration practice in several of its European offices. There is little doubt among General Counsels that arbitration is internationally the most widely used dispute resolution method, because arbitral awards can be enforced in almost every country, thanks to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
Name: Louis B. Buchman, Partner Company: Fieldfisher Address: 21 Boulevard de la Madeleine, 75001 Paris, France Phone: +33 1 4296 0889 Fax: +33 1 4296 0798 Email: lbbuchman@fieldfisher.com Web: www.fieldfisher.com
Several locations are favourites to host international commercial arbitrations, either because respected arbitration institutions are based in these locations, or because their arbitration-friendly courts stand ready to give urgent support to parties in arbitration if need be, while respecting the arbitral process. In addition, they increase their attractiveness if they are easy to get to from anywhere in the world, are safe and offer comfortable hotels. Obviously, London with the LCIA and Paris with the ICC court of international arbitration are among those favourite venues. Fieldfisher, which is known for its impressive roster of 77 partners ranked as leading individuals in Chambers UK 2015 and is ranked in 61 practice areas in The
Legal 500 UK 2014, is also recognised in several European and US rankings (such as Best Lawyers) for the experts based in its European offices. Among the partners with the longest and most diverse experience in International Commercial Arbitration is Louis Buchman, based in the Paris office. Louis is admitted both in Paris and in New York, and he remembers that his first ICC case as counsel was in 1981. He has since led the arbitration team for clients in banking, technology, pharmaceuticals, cosmetics, rolling stock equipment, construction, mining and several other industries, and has obtained sizable awards. The rules he had to arbitrate under were ICC, LCIA, WIPO, UNCITRAL, Polish, Swiss, French, Milan Chamber, International Seeds Federation, Canadian Chamber of Commerce in Brazil, and the cities where the cases had hearings were, in addition to London and Paris, Düsseldorf, Hannover, Zürich, Geneva, Lausanne, Warsaw, Sao Paulo, Santiago de Chile and Milan. In all, a varied experience spanning over thirty cases. Louis is also regularly appointed as arbitrator and has chaired arbitral panels in France, England and Poland. He is on the panels of ICDR-AAA, WIPO and the Polish Arbitration Court in Warsaw. His articles on Arbitration and Mediation have been published in several languages. In Poland, he chaired the panel in one of the largest arbitration cases ever, held under the UNCITRAL rules, where the claims in dispute were over half a billion USD. He is supported by Professor Eric Loquin, Of Counsel (a household name in French Arbitration), and several associates. Two laterals with substantial arbitration experience are likely to join the arbitration team in Paris in 2016. In the Dusseldorf office of Fieldfisher, the arbitration practice is led by Dr. Susanne Rückert, a partner with DIS arbitration experience, and in the London office, the arbitration experts are partners Colin Gibson, head of the Firm’s overall Dispute Resolution practice, and Simon Moore, the latter being also active in Investor-State arbitration. Working collaboratively with clients is a key aspect of obtaining good results in arbitration (but of course this is also true in litigation) and teamwork is one of the four values Fieldfisher’s ethos is composed of (the other three being respect, integrity and responsibility). In addition, Fieldfisher is committed to diversity, and is often cited as one of the most innovative firms in terms of pricing for its services.
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Corporate Immigration and the Diversified Economic Age
Corporate Immigration and the Diversified Economic Age Ranked as one of the Top 100 Attorney in Massachusetts, by National Advocates, a Top 500 Attorney in the World by Who’s Who Legal in the Worldwide, corporate immigration category, a MENSA member, and a winner of numerous other awards and over 100 legal articles, Ms. Gupta firmly believes an attorney should only be known by her ability to win. Company: Immigration Desk, The Law Office of Anu Gupta Address: 704 Walnut Street Newton MA 02459 Phone: 1-800-688-7892 Email: info@immigrationdesk.com
Managing Attorney, Anu Gupta’s creative problemsolving ability, tenacious defense of her clients and willingness to take cases other attorneys won’t are reasons why she has a sterling reputation and a visa approval rate of 95% over the past 15 years. She has filed thousands of visa and green card petitions in the past 20 years, advising more than 10,000 individuals, entrepreneurs and corporate employers on immigration matters. Founded by Anu in 1999, Immigration Desk works with businesses and employees in hi-tech, professional services, health care, universities and restaurants. She also provides expertise to highnet-worth individuals, investors, entrepreneurs and clients sponsoring families or filing for waivers. Anu outlines her personal background in the industry and why she and her staff are the forefront of the corporate immigration sector. “I have practiced law for almost 20 years now. I believe in always giving more than you expect, in taking the time to listen to your concerns, and in providing legal advice that is practical, in a friendly, non-judgmental environment. My team is committed to going the extra mile so you are able to operate your business with the least disruption from immigration processes, and that you, as an individual immigrant, stay legal and meet your immigration aims. With our state of the art technology, we ensure that your timelines can be met. Our fees are fair and
affordable, and our staff is courteous, timely and efficient. For your convenience, we offer volume discounts and a tiered fee structure. “We keep abreast of latest laws to make sure you are in compliance with all regulatory requirements so filing visas is a routine and simple process for you. At the same time, we do not hesitate to accept – and will win – challenging cases that require us to think outside the box. We are respectful of the agencies as partners in the process, but will aggressively fight for you when there is need. When you need us to stand up for you, we do NOT take no for an answer. “I have personally been consulted on, filed or supervised several thousand immigration petitions. Out of the cases our office has filed, in some years, we have received approvals in over 99% of the cases. This is one of the highest approval rates for visa and green card filings by a law practice. The reason for our success: Every petition is closely supervised by an experienced immigration attorney. You talk to an attorney who exclusively practices immigration law when you need legal advice, and you can depend on our experience and wisdom to resolve your concerns.” The firm are specialist at working within federal law to ensuring that their clients migration needs are fully met, offering a variety of services including hiring and relocating foreign workers in the U.S.; assisting with work visas, green cards and sponsoring family members and filing for waivers to fight inadmissibility.
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Our Firm in 60 Seconds
Our Firm in 60 Seconds Please tell us about what your business does. Fieldfisher provides high performance legal services to clients worldwide, in a number of business sectors and along several services lines, out of its nine offices in four European countries plus the US (Silicon Valley) and PRC (Shanghai).
Name: Louis B. Buchman, Partner Company: Fieldfisher Address: 21 Boulevard de la Madeleine, 75001 Paris, France Phone: +33 1 4296 0889 Fax: +33 1 4296 0798 Email: lbbuchman@fieldfisher.com Web: www.fieldfisher.com
Who do you provide this service to? Fieldfisher clients are extremely diverse: listed companies, tech start-ups, high-net worth individuals, government departments, the EU Commission, regulatory agencies, professional associations, victims of medical negligence and their families.
What’s the aim for your business? To be a destination law firm for IP-rich businesses, worldwide. What’s your company’s biggest challenge? Managing Fieldfisher’s growth and its people so that talent is adequately rewarded, diversity is nurtured, cultural differences are respected and teamwork continues to flourish, particularly cross- offices. Give us some examples of business/business person you admire and tell us why CISCO for what they are, and John Chambers (CISCO’s president) for being so outspokenly pro-French.
What makes you unique? We embrace change. I embrace out of the box thinking. What is the biggest challenge facing you at present? I need to crack the glass ceiling of Investor-State Arbitration, and that is complicated for a number of reasons, but it is doable. I also need to train the next generation of lawyers in arbitration.
Our Company in 60 Seconds What does your business do? We are designers and engineers working on lowcarbon vehicles and sustainable transport. That can range from design of vehicle components, such as electrical drive systems, or looking for innovative solutions to the growing problems of urban congestion and air-quality. Who are your principal clients? They might be vehicle manufacturers, other technology developers who wish to collaborate on a project, or a local authority or environmental group. Name: Phil Edwards Company: Weald Technology Ltd Email: phil@weald-tech.co.uk Web: www.weald-tech.co.uk Address: 7 Olives Meadow, Uckfield, East Sussex, TN22 1QY Telephone: 01825 761890
What sets your business apart from your competitors? The fundamental reason we exist is to inspire youngsters to consider careers in science and engineering. We’re unique because every project we take on should also develop a ‘learning package’ – a class-room challenge, a presentation, or a video that can be delivered in schools and colleges. What’s your biggest challenge facing you at present? To keep a lid on all of the innovations and ideas that keep flowing. Because I see so many opportunities to make a change it’s very easy to take on too much.
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What is your aim for the business? To grow so we can do more for STEM education (STEM = Science, Technology, Engineering, and Maths). The UK desperately needs more engineers and scientists if we are to compete in our increasingly technical world. This business has to be commercially successful to enable us to deliver our bigger vision. What’s your company’s biggest challenge? Managing growth. It’s a nice challenge to have; we’re in that difficult stage for young, ambitious, businesses of managing rapid growth potential. What business person do you most admire and why? Sir Jackie Stewart. Reading his autobiography he clearly always had a sound business mind in order to navigate his way through his early life as a champion at shooting and then motor racing. Once his racing days were over he developed into a formidable businessman to keep forging ahead, and I found his story inspiring.
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The Deal Diary
Welcome to the Deal Diary, our monthly round up of the recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors. With each diary entry, we’ll be taking a comprehensive look at the inner workings of the deal in question and will be venturing behind the scenes to take a look at the dedicated professionals involved in ensuring its success. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com and submit the details.
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The Deal Diary
Real Estate Mergers and acquisitions (M&A) targeting the global real estate sector soared in the first half of 2015, compared to H2 2014, according to Zephyr, the M&A database published by Bureau van Dijk. Value more than doubled to USD 176,110 million against a 7 per cent drop in volume to 2,001. Value reached its highest point in the entire period under review, which dates back to the beginning of 2006. It will undoubtedly be challenging for the second half of 2015 to reach similar heights to the year’s opening six months, and as yet there are few indications that results will not fall somewhat short. In H2 to date some USD 49,535 million has been invested in real estate companies, marking a significant decline on the first half of the year. Nevertheless, there are still two months remaining until the end of 2015, meaning that it is still possible for a few mega deals to be signed off in the ensuing period which could see results reach a more similar level. However, the first half of 2015 was a particularly valuable period; the only other half year which came close in terms of investment was H1 2007, prior to the global financial crisis, when dealmaking of USD 128,896 million was signed off. As such, it may be more realistic to compare H2 2015 to other recent six month periods, when investment levels have varied roughly between USD 54,000 million and USD 76,000 million.
Number and Aggregate Value (Mil USD) of Real Estate Deals Globally by Type: 2006-2015 to date (as at 31 October 2015) Deal half yearly value (Announced date)
Number of deals
Aggregate deal value (mil USD)
H2 2015
1,095
49,535
H1 2015
2,001
176,110
H2 2014
2,160
75,675
H1 2014
2,113
92,536
H2 2013
2,469
90,470
H1 2013
1,801
54,676
Real estate firms in the Far East and Central Asia have accounted for the lion’s share of investment in the industry so far in 2015. In all some USD 115,690 million has been injected there in the first ten months of the year. This places it some way ahead of its nearest rivals, Western Europe (USD 35,858 million), North America (USD 12,688 million) and South and Central America (USD 11,841 million). The region also led the way in terms of deal volume as it was targeted in 997 transactions, compared to 960 in Western Europe and 753 in Eastern Europe.
H2 2012
1,502
37,007
H1 2012
1,234
36,847
H2 2011
1,302
28,663
H1 2011
1,169
31,500
H2 2010
1,287
28,865
H1 2010
1,421
37,840
In conclusion, M&A activity targeting real estate companies may appear disappointing for H2 2015 at first glance, but it is worth bearing in mind that activity is down from a very high level in H1 2015 and that there are still two months to go until the end of the year.
H2 2009
1,543
57,238
H1 2009
1,448
39,067
H2 2008
1,335
46,934
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Acquisition International - November 2015 123
The Deal Diary
Air Partner Acquisition of Baines Simmons
Virtual Data Room Provider
On Wednesday 19th August, Baines Simmons became part of the Air Partner group of companies following the 100% acquisition of shares from directors Keven Baines, Bob Simmons and Andrew Parker. The move to acquire the world’s leading aviation safety improvement consultancy is part of Air Partner’s group diversification programme and complements their world-leading aviation aircraft chartering activities.
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Air PartnerBaines Simmons will continue to operate as an autonomous brand within Air Partner’s growing portfolio of companies and the directors will continue to lead and develop the company’s growth and success. Baines Simmons will continue to operate out of its Fairoaks office in Surrey, UK and there are no changes to the current employment contracts for the 80+ consultants and head office staff who work for the company. Founded in 1961, Air Partner is a global aviation services group that provides worldwide solutions to industry, commerce, governments and private individuals. The Group is structured into four reporting divisions: Commercial Jets, Private Jets, Freight and Baines Simmons. The Commercial Jet division charters large airliners to move groups of any size. Private Jets offers the company’s unique pre-paid JetCard scheme and on-demand charter. Air Partner Freight charters aircraft of every size to fly almost any cargo anywhere, at any time. Cabot Aviation, which is formed within the Commercial Jet division, provides comprehensive remarketing programmes for all types of commercial and corporate aircraft to a wide range of international clients. Baines Simmons is a world leader in Aviation Safety Consulting which specialises in aviation regulation, compliance and safety management. Air Partner is headquartered alongside Gatwick airport in the UK. Air Partner operates 24/7 year-round and has 20 offices globally. Air Partner is listed on the London Stock Exchange (AIR) and is also ISO 9001:2008 compliant for commercial airline and private jet solutions worldwide.
Legal Adviser to the Purchaser
Financial Due Diligence Provider
“Baines Simmons has a high-end position in its industry and Merrill DataSite was very proud to be chosen as the virtual data room provider on this project. Merrill DataSite is the market leading VDR solution and we were pleased to help showcase this prime asset sale.” Said Sean Dainty, Regional Director at Merrill DataSite. Sean.Dainty@merrillcorp.com www.datasite.com
Abbey Bond Lovis Management Buy-Out Backed by Global Risk Partners Abbey Bond Lovis has completed a management buyout backed by Global Risk Partners (GRP). The firm has previously invested in the likes of Plum Underwriting and Ropner Insurance Services.
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Earlier this week it stated that it would be targetting UK regional brokers as it brought former Towergate deals-chief Kenny Maciver on board. Regarding the Lovis deal, GRP confirmed that the broker’s management team, Maurice Boyd, Stephen Carlisle, Gary Crabbe, Ken Alderdice and Patrick McMillen will continue to lead the business and are co-investors. Maurice Boyd, managing director of Abbey Bond Lovis, said: “Our MBO provides an ideal platform to further expand our footprint in Northern Ireland. “With the support of Global Risk Partners, we plan to grow the business through acquisition of businesses, teams and individuals, maintaining our reputation as a client focused organisation providing a professional insurance and risk management service.” David Margrett, chief executive of GRP said: “Backing the Abbey Bond Lovis MBO was an ideal opportunity to acquire an established broker with a strong reputation in the market and led by an excellent management team. “Abbey Bond Lovis provides us with a scaleable platform to expand in Northern Ireland.” He added: “Our ‘owner-driver’ approach gives each management team a significant equity stake in their business, creating an attractive opportunity for both retail and wholesale businesses to be part of our group.”
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Legal Adviser to the Purchaser
The Deal Diary
AMP Capital and 3i Infrastructure Acquisition of Esvagt Virtual Data Room Provider AMP Capital and 3i Infrastructure plc (3i Infrastructure) have entered into an agreement to jointly acquire 100 per cent of Danish company ESVAGT from Maersk Group. AMP Capital is investing approximately £109 million to acquire a 50 per cent interest in ESVAGT and will have an equal shareholding with 3i Infrastructure. Headquartered in Esbjerg, Esvagt has been operating since 1981. It is a leading provider of emergency response and rescue services in the offshore oil and gas industry in Denmark and Norway, and has a growing presence in the UK and offshore wind services segments. Esvagt employs more than 800 people and owns a fleet of 43 vessels.
Legal Advisers to the Debt Providers
AMP Capital Global Head of Infrastructure Equity Boe Pahari said: “We are pleased to partner with 3i Infrastructure to acquire Esvagt, a high quality business that has a long and successful history providing critical safety services to the offshore energy industry. Legal Adviser to the Vendor “We believe Esvagt represents an excellent opportunity for our investors. It holds leading positions in its core Scandinavian markets where there are high barriers to entry. Its contracted revenue streams, unique operating model and market-leading margins mean it is expected to continue to deliver stable and predictable revenue. The company is also well positioned to replicate its success in overseas markets as well as the offshore wind sector, which we believe offers exciting opportunities for the business. “Esvagt is a great fit for AMP Capital’s Global Infrastructure Fund and an excellent addition to our growing portfolio of assets.”
Financial Adviser to the Vendor
AMP Capital’s global infrastructure platform is currently raising funds from global investors and has secured commitments in excess of US$1 billion. The platform is targeting a final close of US$2 billion. Completion of the transaction remains conditional upon receiving clearance from the European Commission under the EU Merger Regulation. Completion is anticipated by late September 2015.
ProSiebenSat.1 Acquisition of Verivox from Oakley Capital ProSiebenSat.1 is further strengthening its strategic eCommerce business through its 7Commerce subsidiary by acquiring a majority stake in Verivox, Germany’s largest independent consumer portal for energy. With this largest digital acquisition to date, ProSiebenSat.1 is expanding its activities in the fast-growing segment of comparison portals. ProSiebenSat.1 is acquiring 80 percent of the shares in Verivox for a purchase price of around EUR 170 million. On top of this comes a variable purchase price component, the amount of which is subject to the operating profit of Verivox in the year of 2015. This amounts to a maximum of EUR 40 million. The former owners under the leadership of Oakley Capital will continue to hold a minority interest in the company. The acquisition is subject to approval by the German Federal Cartel Office.
Virtual Data Room Provider
Legal advisors to Sellers
Christian Wegner, Member of the Executive Board, Digital, ProSiebenSat.1 Group: “Verivox has outstanding growth potential and is a highly attractive brand. In recent years, the company has invested heavily in the expansion of its comparison services and now has a comprehensive portfolio which, in addition to energy, includes the telecommunication, insurance, and financial service segments. In the years ahead we will draw upon the marketing power of our TV stations to establish Verivox as a leading portal in this segment.” Chris Öhlund, CEO of the Verivox Group: “We are very pleased to have found a strong new partner and owner with ProSiebenSat.1. Jointly, we will work together to further accelerate the growth of Verivox’s unique consumer proposition by deploying ProSiebenSat.1 media power. This will aid our efforts to increase awareness of our new business segments in car insurance, telecommunications and preferential online credits offers. Additionally, our market leading energy comparison service will now be made aware to more consumers who will directly benefit by their opportunity to save money for free.”
Legal advisors to Buyer (ProSieben)
Chris Beckmann, Director at Merrill DataSite, worked with the sell side team on this project to provide the virtual data room for due diligence. Mr. Beckmann said: “Merrill DataSite was delighted to be selected to work on this important acquisition, and we are pleased our VDR helped ensure an efficient and secure sale.”
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The Deal Diary
Herkules Capital Invests in Linas Matkasse A leading Nordic Private Equity company Herkules has become new shareholder in Linas Matkasse from Sweden, a European leader in the dinner bag market. With annual sale of over SEK 1bn and over 2 million distributed meals per month, the company has shown substantial profitable growth since the start in 2008.
Virtual Data Room Provider
Debt Providers
Over the past years, Linas Matkasse has also established in Norway and most recently in the Netherlands. To strengthen the company for further expansion plans in both existing and new markets, the company has taken Herkules on board – an investor with proven growth success in entrepreneur driven consumer companies. Together, Linas Matkasse’s new shareholder group will take the company to the next level. “I am extremely happy that Herkules has chosen to become shareholder of Linas Matkasse. During the past couple of months we’ve had fruitful discussions with a number of national and international potential investors. Herkules Capital will add valuable knowledge to the company, which will enable Linas Matkasse to continue to expand even more aggressively”, says founder and CEO Niklas Aronsson.
Legal Adviser to the Vendor
Niklas Aronsson founded Linas Matkasse in 2008 together with his sister Lina Gebäck. In 2011 the company brought in new shareholders; Swedish Creandum and German Acton Capital. “Linas Matkasse has a fantastic financial and brand-rate history and tremendous growth potential in the Nordics and beyond. The company’s strong innovation skills, corporate culture and strong management team impress me greatly. That’s the reason why we invested in Linas Matkasse to contribute to take the company to the next level. A next level that that may well mean a future IPO“, says Sverre Flåskjer, Managing Partner, Herkules Capital.
Commercial Due Diligence Provider
Herkules was till July the owner of the successful Nordic coffee shop chain Espresso House. Herkules’ acquired minority share implies a broadening of the shareholder group. All existing shareholders remain in the company.
TRADEKING Acquisition of MB TRADING In a move to further extend the scope of its online brokerage offering, TradeKing Group announced today that it has entered into an agreement with California-based MB Trading to acquire all of the firm’s assets. The acquisition is part of TradeKing’s mission to build a diversified financial services firm that fits the needs of every kind of client, from new investors to the savviest traders. Financial terms of the agreement were not disclosed.
Financial Adviser to the Purchaser, Financial Adviser to the Equity Provider, Financial & IP Due Diligence Provider
With the addition of MB Trading’s renowned and award-winning trading platform, TradeKing will offer a powerful, active trading experience for the most experienced traders, featuring the full spectrum of products, including stocks and ETFs, options, bonds, forex and futures. “TradeKing and MB Trading clients will have access to the best products, technology and services our two firms have to offer,” said Don Montanaro, co-founder and CEO of TradeKing. “TradeKing and MB Trading were both founded on the core principle of driving more value for the investor’s dollar. This acquisition furthers that goal by offering clients of both firms more choice and more capabilities for the same great per trade price. We intend to remain a consolidator in this space to ensure great products and technologies can continue to flourish under the TradeKing umbrella.” The combined, post-acquisition firm will operate under the TradeKing brand with offices continuing in Fort Lauderdale, Florida; Charlotte, North Carolina; and El Segundo, California. The existing TradeKing management team will remain in their current roles with Steve Demarest and other key players from MB Trading joining the TradeKing team. Commenting on the agreement, Steve Demarest, President of MB Trading said, “We chose to enter into this agreement with TradeKing because our two firms share a very similar philosophy; that is to give our clients the very best tools, technology and pricing to put them in a position to win. We know everyone at TradeKing is as committed as we are to treating our clients right and doing whatever it takes to help them succeed.”
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Legal Adviser to the Purchaser
The Deal Diary
Novus Medical Group Acquisition of WCIG Insurance Services Novus Acquisition & Development Corp. (OTC PINK: NDEV), through its subsidiary Novus Medical Group, Inc. (Novus), is pleased to announce today that it has acquired WCIG Insurance Services, Inc. (WCIG), a California insurance brokerage, license number 0K41569. Novus will now be able to collaborate with other insurance carriers and reinsurers to expand into other insurance products, opening new sales channels, diversify its business model, and complement its health insurance strategy. “What this means is that Novus is now a regulated insurance entity; shareholders, consumers and vendors can feel confident that Novus has accountability in the MMJ sector and other industries,” says Novus Chairman Frank Labrozzi. “As an independent entity, we are able to make decisions, set the style of our policies and expand with ongoing flexibility in our business model.” Financial Adviser to the Vendor Through this acquisition, Novus is now officially recognized by the state of California as a licensed health insurance provider in the largest MMJ market in the country. California represents 25% of the MMJ market (approximately 1.2 million registered patients) and with this California presence Novus will be able to exercise reciprocity into other states nationwide. Additionally, Novus is now able to: • Continue offering discounts on THC-based MMJ and Integrative healthcare services • Offer high-CBD and low-THC products nationwide with the Charlotte’s Web contract • Accelerate the supplemental insurance business model • Compete in the property/casualty and errors and omissions sector for MMJ industry where rates have increased significantly, and; • Buy existing books of business that complement Novus earnings and net asset value
Active Private Equity Investment in WhoCanFixMyCar.Com Active Private Equity, the growth capital firm specialising in consumer brands and services (including Evans Cycles, Leon and more), announced it is investing in WhoCanFixMyCar.com, the UK’s leading digital marketplace for the £22bn car servicing and repair industry.
Legal Adviser to the Purchaser
The platform, which has grown 10-fold in the past 18 months, does for car servicing and repairs what other well-known online platforms have done in insurance, holidays and used car sales. Over 118,000 customers have now used WhoCanFixMyCar.com, choosing from a growing list of over 6,600 garages nationwide. Also investing in the team is industry veteran Sir Trevor Chinn, former Chairman of the AA, Kwik-Fit and the RAC, and currently Senior Advisor to CVC Capital Partners. WhoCanFixMyCar.com was founded by Ian Griffiths and Alistair Preston, pictured below, who saw an opportunity to bring transparency and convenience to a market which is notoriously hard to navigate. Through WhoCanFixMyCar.com, drivers specify a service or repair on their vehicle and receive detailed estimates for the work required from locally-registered garages. The user can then select a garage based on location, price, availability or feedback from previous customers.
Legal Adviser to the Equity Provider & IP Due Diligence Provider
As well as offering transparency to drivers, WhoCanFixMyCar.com also provides garages with incremental business, via an efficient no-win-no-fee marketing channel. The top five registered garages have, between them, won over 1,000 new customers via the platform. Active, founded by entrepreneur-investors Gavyn Davies, Spencer Skinner and Nick Evans, has a strong track record of investing in the consumer, leisure and retail space. Last year they raised a new fund backed by a small team of long-term committed partners including Sir Charles Dunstone, founder of Carphone Warehouse and Chairman of Talk-Talk. The investment will further accelerate WhoCanFixMyCar.com’s growth and will allow the business to develop and expand its range of services to UK drivers and garages.
Acquisition International - November 2015 127
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The Deal Diary
Sauermann Acquisition of KIMO Gestion Finance
Debt Providers & Financial Adviser to the Vendor
Sauermann Group , world wide leader in designing, manufacturing and marketing pumps for condensate removal has acquired , through its French subsidiary Sauermann Industrie SA, the French family - owned group Kimo Gestion Finance SA (“KGF”), to significantly expand its offer to HVACR* professionals . The parties have agreed not to disclose the financial terms of the transaction. KGF is based in Montpon - Ménestérol, in the Dordogne region of France, and is made up of operational subsidiaries: KIMO SA, Taulou SAS and Katrem SARL. KIMO is th e group’s largest subsidiary. It is part of the HVACR industry and is active in designing, manufacturing and selling instruments aimed at measuring and controlling indoor air quality. KGF employs around 300 people and generated revenues of €34 million in 2 014. KIMO is the most important part of KGF, with almost 85% of the employees , and €30 million of revenue in 2014 . It is the market leader for measurement instruments in France . “In 2004, we adopted a particularly ambitious plan. Having completely overha uled our management systems and financial position, substantially strengthened our presence in the four segments of the HVACR sector and set up subsidiaries in Asia - Pacific and North America, we have successfully achieved all of our targets. However, we we re determined to go even further,” said Serge Bohyn, Sauermann Group ‘s CEO. “Sauermann and KGF are extraordinarily complementary . We fit together perfectly . Our geographical positions complement each other perfectly, as do our organization charts . And from an R&D perspective , it is obvious that our combined group will produce some sensational new products. I am convinced that we share a very bright future together.”
Legal Adviser to the Equity Provider
Legal Adviser to the Vendor
Environmental Due Diligence Provider
The transaction was agreed and took effect on 8 July 2015, with the support of French priva te equity firm CM - CIC Investissement. “We are a long - standing shareholder of the KGF group and we are delighted to be taking part in this transaction, supporting management with their development plans,” explained Eve Basse - Cathalinat, Principal at CM - CIC Investissement.
Aquiline Capital Partners Investment in Fenergo
Legal Adviser to the Equity Provider
Aquiline Capital Partners LLC, a New York-based private equity firm investing in financial services, announced today that is has made an investment in Fenergo, the leading provider of client lifecycle management software solutions for investment banks, capital market firms and private banks. Fenergo’s automated platform streamlines processes for both the front-office and back-office, enabling the efficient and compliant onboarding of clients based on golden source client and counterparty data, improving time to revenue. Aquiline is co-investing with Insight Venture Partners, a leading global venture capital and private equity firm investing in high-growth technology and software companies. Through the investment, Fenergo will be able to support its rapid international growth and platform expansion, in addition to growing its customer base by leveraging Aquiline’s industry expertise and network.
Financial Adviser to the Equity Provider
Legal Adviser to the Vendor
“With Aquiline’s depth of experience and proven track record in financial technology and services, coupled with Insight’s focus on software investing, Fenergo stands to benefit greatly from this partnership, and I am truly excited for the growth opportunities that are now possible with the help of our new investors,” said Marc Murphy, CEO of Fenergo. “Evolving regulatory pressures on financial institutions have demonstrated a clear need for more advanced compliance solutions,” said Jeff Greenberg, Chief Executive of Aquiline. “Fenergo is well-positioned as the market leader in a large and growing industry. We look forward to supporting Marc and the outstanding management team at Fenergo as we work together to achieve the next stage of growth.”
Financial Adviser to the Vendor
In conjunction with the investment, Vincenzo La Ruffa, Head of Financial Technology for Aquiline, will be joining the company’s board. Aquiline was advised by Marlin & Associates and received legal counsel from Willkie Farr & Gallagher LLP in this transaction.
Acquisition International - November 2015 129
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