AI Magazine October 2015 by AI Global Media

Acquisition International • October 2015

Influential Figures - CFO of the Month Michael J. Mardy, of TUMI, Inc, shares his insight into the ever changing retail landscape. Collinson Group’s Mark Hampton explains how collaboration and innovation have been vital to the growth of their company. /18

www.acquisition-intl.com

The Right Medicine We catch up with Clive Meanwell, CEO of The Medicines Company, to talk about his company’s dedication to saving lives, alleviating suffering and contributing to the economics of healthcare. /78

Rolling in the Green Leading Bulgarian law firm, Penkov, Markov & Partners, give us the inside track on the thriving renewable energy sector. /28

Leading the Pack - CEO of the Month

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

David Renshaw of OBS Logistics talks us through the importance of delivering a hands-on involvement in his business. Peter Sprigg of Helge Nyberg AB speaks about how a customer-focused approach helped bring his firm out of recession. /12 The Importance of IP in M&A Transactions Jan Walaski of Venner Shipley discusses the intricacies and idiosyncrasies of using intellectual property due diligence as a commercial tool to support a business valuation. /22 Global Mobility: The Key to Success in a Globalised World Kampala International School Uganda spoke to us about offering international education and the importance of nurturing the next generation. /27

Structuring Your Business for Exit One of the oldest law firms in Korea, Bae Kim and Lee, spoke to us about business structure in the region. /32 Malta: Outperforming its Peers Mifsud & Mifsud Advocates give their insight into Malta’s thriving economy. /40

The Rise in Copyright Litigation Giving us their unique insight into this hot topic are Goldman, Sloan, Nash and Haber LLP and Fitzpatrick, Cella, Harper & Scinto. /44 Europe: On the Road to Recovery Doing their bit to get their regions back on track are Tierney IP in Ireland, CGO Legal Counseling in Poland and LOGOS slf in Iceland. /48

Foreign Investment Encouraging investment in their region are Hawksford in Jersey, Legal Resource Alliance in Nigeria, Chichevaliev & Ilijovski in Macedonia, DHAMAN in Arab Countries, PACCS Inc. in Antigua and EY in Peru. /56 Mitigating Anti-Corruption Risks in M&A Transactions We speak with Robert D. Moody at Forensic Data Services about how the firm helps clients mitigate risk. /106

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 another exciting issue of Acquisition International. As logistics software becomes ever more prominent throughout the business world, we profile our CEO of the month and his firm, OBS Logistics, exploring how they stay at the top of such a competitive market. Elswhere this month, with Eastern Europe an industry poised for growth, we profile PACCS Inc and showcase how they intend to capitalise, and following the EU’s extensive work to mandate greater adoption of renewable energy, we showcase the work of Penkov, Markov & Partners, a leading Bulgarian law firm dedicated to helping firms comply with these regulations.

CEO of the Month, Sweden- Peter Sprigg, Helge Nyberg AB Helge Nyberg AB is a company which develops, manufactures and markets trolleys and towing for picking trucks for a worldwide market. Peter Sprigg, CEO, speaks about how a customer-focuse approach helped bring his firm out of recession. /16

We also have one eye fixed on the healthcare industry, and following recent price hikes by pharmaceutical firms, we take a look at The Medicines Company, a firm dedicated to saving lives through their work in the industry.

22/ The Importance of IP in M&A Transactions

27/ Global Mobility: The Key to Sucecss in a Globalised World 28/ Renewables: The Fastest Growing Energy Sector of 2015 31/ The Shipping Industry 32/ Structuring your Business for Exit 34/ Organisational Due Diligence 36/ The Desire to Acquire & The Urge to Merge

CEO of the Month /12 Meet some of the world’s most innovative and effective business leaders.

CFO of the Month /18 Here wefind out what steps CFOs take to adapt their firms’ strategies and maintain growth.

And of course we have all the usual news and comment from around the globe. We hope you enjoy the issue.

37/ Intellectual Property 39/ The Changing Face of Product Liability 40/ Malta’s Growing Economy: Out-Performing its Peers 44/ The Rise in Copyright Litigation 48/ Europe: On the Road to Recovery 56/ Foreign Investment 72/ The Power of Mediation 76/ 2015 Most Innovative Business Leaders 83/ The Most Highly Regarded Expert Witnesses of 2015

Ones to Watch in 2016 /98

84/ 2015 Third Quarter Update

Here we meet some of the firms making waves in their respective industries as we head into 2016.

102/ Corporate Immigration and the Diversified Economic Age

Deal Diary /114 Introduced by Zephyr/ Bureau van Dijk.

Mark Toon, Editor mark.toon@ai-globalmedia.com

103/ Legal Resource Alliance 104/ Lithuania: Leaders of Economic Development in the EU 105/ O’Connor & Associates 106/ Mitigating Anti-Corruption Risks in M&A Transactions 107/ The Evolving Transfer Pricing Landscape in the Netherlands 108/ Setting up a Franchise Business in the USA

How to get in touch

www.acquisition-intl.com

11/ Copperstone Capital

The latest news stories from around the world.

Sector Talk /9

Changing legislation in Macedonia is leading to an increased demand for legal services from businesses, both established and those looking to move into the area. Legal firm Chichevaliev & Ilijovski offer an insight into this exciting and rapidly evolving environment.

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

News /4

Find us on/

110/ Development Finance: An Alternative 112/ Following the Volkswagen Scandal: A Legal Perspective 113/ Most Highly Regarded Expert Witnesses for 2016: Deloitte Acquisition International - October 2015 3

News: from around the world

Apple Watch App Technology Spreads its Net Wider Montgomery County Employees Federal Credit Union Introduces Apple Watch App Technology. Montgomery County Employees Federal Credit Union (MC EFCU), working with Digital Insight, an NCR company, has launched Apple Watch app functionality to further enhance and provide more mobile banking application options. The new service is just one of many digital capabilities offered by the credit union for the convenience of members and to ensure more selections in their banking needs on-the-go. “We are excited to begin offering services for the Smartwatch, which is the latest addition in our availability of state-of-the-art technologies to benefit our members,” said Jim Norris, President and CEO of MC EFCU. “MC EFCU’s iPhone App, for example, is one of the highest rated mobile banking apps

among credit unions in Maryland. It is a priority for us to provide new technologies to our members, as we strive to provide simple and secure ways for them to handle their finances.”The Smartwatch app is accessed through the MC EFCU mobile banking app available for download through the App Store. It is available to members using an iPhone 5 or higher. “MC EFCU is committed to helping their members meet their financial goals and achieve success,” said Jeff Hughes, general manager of Digital Insight and CTO of NCR Financial Services. “With Smartwatch banking, members can see account balances at a glance, locate nearby branches and ATMs and customize their banking experience to maintain control of finances on-the-go.”

Montgomery County Employees Federal Credit Union primarily serves Montgomery County government employees, but in recent years, expanded its charter to be able to serve additional public sector employees, retirees and family members from other Montgomery County agencies, including Montgomery County Public Schools and Montgomery College. MC EFCU also provides an opportunity for membership to individuals who are supporting members of the non-profit ARC of Montgomery County, as well as other those who are affiliated with other select employer groups that are eligible for membership.

charnsitr / Shutterstock.com

4 Acquisition International - October 2015

www.acquisition-intl.com

News: from around the world

The Clearing House Drives Closer to Standing-Up New Innovative National Real-Time Payment System The Clearing House (TCH) has announced it has entered into a letter of intent with VocaLink, the UK-based international payment systems provider, to help build and deliver core elements of TCH’s new real-time payment system for the United States.

•

• “Building a real-time payment system is centered around meeting customer needs,” said Jim Aramanda, CEO of The Clearing House. “I am confident that working together with VocaLink we can build the most innovative and widely used real-time payment system in the world.”“We are delighted to be working in collaboration with The Clearing House to develop real-time payment solutions with innovative value added services for the USA,” said David Yates, CEO of VocaLink. “As the digital payments landscape continues to evolve, creating global market and business opportunities, it is vital that the USA, which is the largest developed economy in the world remains at the forefront of payments innovation.” In designing the capabilities of the system, TCH made consumer protections a priority and intends for the new system to be compliant with the Consumer Financial Protection Bureau’s (CFPB) “Consumer Protection Principles” for faster payment systems. Some of the core customer benefits include: •

•

Ubiquity – the system will be accessible by all financial institutions in the U.S., regardless of size or charter type; Seamless Integration – the system will enable customers to use their current accounts to make and receive payments using their financial institutions’ existing online or mobile banking platforms; Commercial Payments – supports complex business payment services including electronic invoicing, rich remittance data and confirmation of delivery; Customer Control – every payment is initiated directly by the sender, providing complete control and transparency to customers; Certainty – senders and receivers will receive immediate notification of payment, and risk of returned payments will be eliminated, because

www.acquisition-intl.com

sending financial institutions immediately verify good funds; Built to Last – extensibility in the system’s architecture will allow it to be flexible so it can adapt to changing market needs in the future; and Conforms to International Standard – meets ISO 20022 standards for real-time payments. Immediately allows FIs and customers to use the same formats, technology and processes across borders; which will eventually support international payments through interoperable domestic payment systems.

“Our real-time payment system will enable customers across the country to make secure, convenient payments instantaneously,” Aramanda continued. “This real-time payment system will enable business to process invoices, governments to send disaster relieve funds, and individuals to pay contractors – all within an instant.” VocaLink designed, built and manages the real-time technology behind the UK Faster Payments Service on behalf of the Faster Payments Scheme. Since the service was launched in 2008, over 4 billion payments have been securely processed and the real-time infrastructure has provided a platform for further innovation, driving the development and proliferation of a wider range of services, including mobile payments. VocaLink has also exported its real-time capabilities to other markets and its Immediate Payments Solution powers the FAST payments service in Singapore, which has enabled it to become one of the world’s most advanced and dynamic payments markets.

The Global Tax [r]Evolution One of the consequences of operating in an increasingly globalised and digitalised world, is that borders blur and taxing rights between countries become a hotly contested topic. Over the past five years, Deloitte has commissioned biennial research with global tax decision-makers in response to the changing global market dynamics. With over 1,000 organisations surveyed, Deloitte’s recent Global Multi-national Survey found that 52% of organisations cite BEPS and OECD legislation as their biggest area of concern. Furthermore, 93% of respondents agreed media and political interest in tax in their country had increased, while 74% said their organisations were concerned about increased media, political and activist group interest in tax. It is clear that successfully navigating the new global tax environment is becoming riskier and more challenging for multinational enterprises. Only those that develop strategies to respond to current and anticipated tax changes, assess and quantify tax risks so they can identify key focus areas and improve their stakeholder management, will be able to ensure they are not thrown off course. No doubt an increase in cross-border trade is one of the best ways to ensure more stability for regional economies – but it cannot happen in isolation. A joint effort is needed and then the desire to make it happen. With 32 offices across 15 African countries, Deloitte Africa is well positioned to assist multinationals operating across the continent, providing a range of fully integrated tax services, combing insight and innovation from multiple disciplines with business and industry knowledge.

The Clearing House is the only private-sector ACH Operator in the country, processing approximately 50% of all commercial ACH volume in the U.S. Its customers include credit unions, commercial banks, savings banks and savings and loans. It also owns and operates the CHIPS system, the largest privatesector U.S.-dollar funds-transfer system in the world, and an Image Payments Network, an industry utility that connects financial institutions of all sizes to get check images anywhere they need to go. Acquisition International - October 2015 5

News: from around the world

Entertainment and Media: The Speeding Edge of the Digital Revolution Package Founded in 2014, Dunaud Clarenc Combles & Associes brings together private and public experience and a culture of industry expertise and customised consulting, with an identity and a reputation formed through our work in the areas of litigation, institutional relations and international affairs.

• • • • • •

Dunaud Clarenc Combles & Associes provides expertise and interdisciplinary assistance in sensitive or regulated sectors, network industries, content and data, and in all the activities for which intellectual property is a key asset. The contentious activity of litigation is also at the heart of our services.

Our practice covers the following areas: • Companies and governance • Regulatory and sector regulation • Competition • Intellectual property • Commerce • Products and consumer protection • Reputation and privacy • Public entities • Government contracting and regional authorities • European Union and International Law

As part of its advisory activities, Dunaud Clarenc Combles & Associes provides a thorough practice of public affairs at national, European and international levels as well as the level of local authorities. Dunaud Clarenc Combles & Associes provides independent assistance in international investment, international trade regulation, international compliance, relations with international institutions, government contracts, private contracts and international arbitration or international mediation. We also provide independent and qualified assistance in connection with international investments, international business regulations, international compliance, government contracts, international contracts and international arbitration and mediation. We offer our clients expertise that is second to none as well as interdisciplinary advice in connection with protected sectors, regulated activities, network, content and data industries in all activities for which intellectual property is an essential asset. The firm’s expertise is based on in-depth knowledge of each sector and the interaction of the different legal regimes that govern their ecosystems. The firm provides advice to asset holders in these sectors with regards to governance, investments, acquisitions, partnerships, authorisations and permits, regulatory matters, public and private contracts, market practices and liability, institutional relations and all forms of litigation, be it domestic or international. We have specific expertise in the following key areas: • Communications and internet • Media and content www.acquisition-intl.com

Defence and security Information systems and data Energy Urban services Financial services Luxury

With significant experience with respect to complex risks and strategic litigation, our attorneys offer advice in public and private litigation brought before civil, commercial, criminal and administrative courts, regulatory authorities or arbitral panels. Particularly, we provide assistance in the following matters: • Corporate litigation (companies and public entities) managers and directors liability • Competition and economic regulation • Intellectual property • Trade secrets • Commercial litigation • Libel and slander • Product liability • Consumer rights • Professional liability • Administrative law (regulatory, permits, markets and contracts) • Arbitration and mediation (domestic and international) • Investigations and searches and seizures • Internal audits and compliance

• Regulatory, specific legal regimes, restrictions, sanctions and disputes with respect to international commerce • Risk and international compliance programs • International investigations • International private contracts • International arbitration Dunaud Clarenc Combles & Associes also has the ability to advise and coordinate projects or international litigation through its large network of local counsels with whom the firm works closely. We have the capacity to assist our clients in the following countries: • United States, Canada • Germany, United Kingdom, Benelux, Italy, Spain, Poland, Hungary, Czech Republic, Romania • Russia, Azerbaijan, Kazakhstan, Uzbekistan, Turkmenistan • Israel • Turkey • Sub-Saharan Africa • Qatar, United Arab Emirates • Morocco, Tunisia, Libya • Japan, Singapore, Hong-Kong • Brazil

Dunaud Clarenc Combles & Associes’ practice in international affairs is well-established and fully independent. The firm offers advice in the following areas: • Foreign and international investments • Investment, export and technology, material and data transfer controls • Government contracts • Marine shipping and security Acquisition International - October 2015 7

Sector Talk

Telecommunications Mergers and acquisitions (M&A) targeting the telecommunications sector rocketed in the first six months of 2015, compared to the second half of 2014. While 2014 as a whole was disappointing for the sector in terms of M&A dealmaking, value in H1 2015 was still the second highest for any six month timeframe in the entire period under review, dating back to the beginning of 2006. All in all some 1,027 deals worth an aggregate USD 218,492 million targeting telecommunications companies were 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 a significant improvement on the USD 96,348 million invested in the second half of 2014, while volume climbed 11 per cent over the same timeframe. The result was similar year-on-year as deal activity increased on both fronts from 795 transactions worth USD 97,369 million in H1 2014. Indeed, value was so impressive in the first half of 2015 that the only period in which more telecommunications investment was signed off in the entire timeframe under review was in H2 2013, when USD 234,004 million was injected. Similarly, volume was only surpassed in H2 2007, when 1,031 deals were announced. H2 2015 is also off to a good start for the telecoms sector and looks likely to replicate the first half of the year’s impressive showing, particularly in terms of value. The USD 108,622 million injected across 346 deals has already surpassed investment levels in a number of other recent six month periods, including the second half of 2014 (USD 96,348 million) and H1 2014 (USD 97,369 million). This is in spite of the fact that there are still three months to go until H2 2015 reaches a close, instilling plenty of optimism for how things are likely to shape up by the end of the year.

Number and Aggregate Value (mil USD) of Telecommunications Deals Globally: 2006-2015 YTD (as at 30/10/2015)

The impressive result for the first half of the year means it is not surprising to learn that a number of megadeals have been signed off so far in 2015. The most valuable of the year to date was announced in May when Charter Communications agreed to pay USD 78,700 million for US-headquartered Time Warner Cable. Completion of that acquisition remains subject to the go ahead from shareholders and regulatory bodies and is expected by the end of 2015. The second largest deal targeting the industry closed in August and was a USD 67,876 million restructuring in which Altice relocated to the Netherlands through a purchase of Luxembourgbased Altice SA by newly-formed Dutch unit Altice NV. As a result of the deal, which closed on 10th August, the target entity has ceased to exist. Five other deals broke the USD 10,000 million barrier, with targets including UK-based telecoms player EE, US-headquartered cable television provider Cablevision Systems and Telefonica UK. Given that five of the top ten deals in the telecommunications industry announced so far in 2015 had US targets it is hardly surprising that North America is leading the way in terms of aggregate investment in the industry in the year to date. In all some USD 147,468 million has been injected into the region, placing it slightly ahead of second-placed Western Europe, which notched up investment of

USD 145,547 million. These two regions were some way ahead of their nearest rivals; the next most valuable was South and Central America, which lagged behind with USD 12,189 million and was closely followed by the Far East and Central Asia with USD 12,081 million. In terms of volume North America could only place third as it was targeted in just 122 deals, highlighting the fact that a small number of large transactions account for the region’s high placing by aggregate deal value. Western Europe led the way by volume with 615 deals, almost twice as much as second-placed Far East and Central Asia with 377. North America’s impressive value is emphasised further when we consider the fact that the USD 147,468 million invested in telecommunications companies in the region in the first nine months of 2015 is significantly greater than the USD 22,123 million notched up in the whole of 2014. In fact, the amount is greater than any full year period since 2006, with the exception of 2013, when USD 222,433 was invested in North America. To sum up, telecommunications activity has been impressively high in 2015 to date. The large deals targeting North America have meant aggregate value has skyrocketed, thereby creating plenty of optimism for dealmaking during the rest of this year and beyond.

Number and Aggregate Value (Mil USD) of Telecommunications Deals Globally: 2006-2015 YTD (as at 30 September 2015) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

6,673

1,377,113

Minority stake Capital increase Institutional buy-out Demerger

6,826 1,563 372 20

452,018 137,141 131,241 38,793

Deal half yearly value Number (Announced date) of deals

Aggregate deal value (mil USD)

H2 2015

346

108,622

H1 2015

1,027

218,492

H2 2014

922

96,348

H1 2014

795

97,369

Management buy-out

1,505

H2 2013

915

234,004

Merger

H1 2013

778

122,093

Management buy-in

H2 2012

686

65,222

MBI / MBO

H1 2012

714

49,322

H2 2011

591

40,409

H1 2011

602

65,902

H2 2010

642

61,012

H1 2010

632

109,560

H2 2009

670

52,355

H1 2009

670

56,012

H2 2008

764

55,022

H1 2008

891

180,858

H2 2007

1,031

76,533

H1 2007

990

147,025

H2 2006

944

130,252

www.acquisition-intl.com

Aggregate Value (mil USD) of Telecommunications Deals Globally: 2006-2015 YTD (as at 30 September 2015) World region (target) North America

2010

2011

2012

2013

2014

2015

33,093

14,586

39,547

222,433

22,123

147,468

Western Europe South and Central America Far East and Central Asia Oceania

42,147 39,422 10,019 1,678

41,745 18,026 14,909 600

29,689 6,253 19,802 1,632

69,648 12,008 24,323 1,721

78,014 41,948 23,427 1,565

145,547 12,189 12,081 3,621

Eastern Europe Africa Middle East

41,298 2,188 832

13,885 1,238 1,419

7,286 4,431 6,564

18,152 6,846 179

14,917 10,749 467

2,824 2,738 345

Acquisition International - October 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.

www.acquisition-intl.com

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 - October 2015 11

CEO of the Month Itâ&#x20AC;&#x2122;s no coincidence that at the helms of the worldâ&#x20AC;&#x2122;s most successful companies sit sit some of its most innovative and creative leaders. With the almost constant stream of challenges thrown at them and their firms over recent years, forward-thinking and top-performing CEOs have never been more deserving of recognition. Over the coming pages, we meet some of these CEOs to talk about their backgrounds and their journeys to the top. We talk pushing boundaries and discover exactly what it takes to head up a successful company, inlcuding the art of building the perfect team.

CEO of the Month: Belgium

Jan De Backer, FLUIDDA FLUIDDA develop proprietary diagnostics for lung diseases, such as asthma, chronic obstructive pulmonary disease (COPD) and lung fibrosis. The technology, called Functional Respiratory Imaging or FRI is a combination of high-resolution CT scans and computer methods that simulate the flow in the lungs.

Company: FLUIDDA Name: Jan De Backer Email: info@FLUIDDA.com Web: www.FLUIDDA.com Address: Groeningenlei 132, 2550 Kontich, Belgium Telephone: +32 3 450 87 20

FRI provides an unparalleled insight into how the lungs of specific patients work. Airways, blood vessels and airflow can be visualised and analysed in great detail. In addition, FRI can determine where inhaled drug particles end up in the lungs of patients. FLUIDDA uses FRI to help pharmaceutical companies develop better drugs for lung diseases, faster and cheaper. Additionally the firm also work with individual physicians to help them to select the most appropriate treatment for specific patients, which is unusual as it requires a more costly trial and error approach not usually adopted by other firms in the industry. Jan started at the company in 2005 and has since helped the firm to differentiate itself from its competitors by becoming active in the R&D phase of development, where their technology can inform pharmaceutical and biotech companies very quickly whether the compound is worthwhile pursuing. The firm are also involved in the marketing phase where their visualisations of the mode of action of the drug, based on real patient data, is used to show the added value of the drug or device to doctors, insurance companies as well as being active in clinical practice where the company can leverage the knowledge from the clinical trials to assist the doctor in selecting the most optimal treatment for individual patients based on the patient specific characteristics. Jan explained the firm’s vision and how he ensures that this is upheld by everyone within the firm. “My role as CEO has evolved over the years. I started the company ten years ago and at that time the emphasis of the company was mainly on the development of the technology. We had to perform our clinical validation trials and ensure the technology became scalable. Gradually my role became more general management with the focus on international expansion (we opened an office in India in 2010 and in the US in 2012) and developing a vision for sustained growth. “This vision, nowadays, revolves very much around levering modern day technology to improve the efficiency, including the cost/benefit ratio, of many facets of the healthcare system. This includes drug development, treatment optimization in clinical practice and even patient education. We feel that a system where all stakeholders align around the patient interest is a system with the highest probability of success to improve the efficiency of the healthcare system.

www.acquisition-intl.com

“Communication is key to ensure that everyone in the company is aware of our vision and that they do whatever is needed to support it. Despite a very busy travel schedule I try to keep in touch with the teams in the different locations as much as possible. Every month I update the company, including our directors, on the latest developments. This is good opportunity to either welcome people to the team, congratulate the teams on the performance or to caution for potential threats in the foreseeable future. Our people know that if there is an issue they can always bring it my attention and I will do whatever I can to resolve it.” Being a technology company in the healthcare industry means being exposed to a number of rapidly changing markets, with regulation, technology and health innovation constantly evolving. Jan described the market and how the changes affected FLUIDDA. “I strongly believe that we are on the verge of a revolution in healthcare. We see important stakeholders such as governments, patient advocacy groups and a new generation of doctors all converge around implementing new technologies to make the system more efficient. This is largely driven by the budgetary constraints due to the exponential increase in the healthcare costs and the additional challenges in healthcare due to the aging population. “As a company we have invested greatly in being able to translate, often complex, technology into a format fit for the medical world. We do not expect doctors to become technical experts but we rather make our technology as accessible as possible for the physician. We like to harness the power of modern technology such as high-performance computing and big data and convert that into personalised medicine in collaboration with the medical professionals. FLUIDDA aims to do that in a sustainable manner, which should ensure our position as a leading edge technology partner.” Overall, Jan made it clear that these changes in the industry, now and in the future, would keep the firm at the very height of innovation. “This is an exciting time for healthcare. There is a high need to change to keep the system affordable. At the same time, the level of implementation of modern technology (cloud services, home monitoring, personalised diagnostics, etc) is relatively low. Companies that manage to implement this type of new technology will have a bright future. Within FLUIDDA we will strive to be one of those companies by continuing to transform excellent science into readyto-use applications for doctors and researchers.” Acquisition International - October 2015 13

David Renshaw, OBS Logistics Limited David joined OBS Logistics, which is a member of the Anisa Group of companies, in 2006. The group includes In2grate Business Solutions, a specialist ERP systems firm, of which David is also CEO, holding overall responsibility for operations across both of the businesses. Company: OBS Logistics Limited – A member of the Anisa Group of Companies Name: David Renshaw - CEO Email: Dave.renshaw@ obs-logistics.com Web Address: www.obs-logistics.com Address: 140 Buckingham Palace Road, London SW1W 9SA Telephone: +44 207 881 2500

OBS Logistics provides best of breed logistics software solutions based on its CALIDUS Total Logistics family of products. CALIDUS is one of the most comprehensive suites of logistics software including integrated transport and warehouse management software together with modules for electronic proof of delivery and supply chain tracking. These innovative solutions are increasingly delivered as a fully managed service from the firm’s ISO 27001 accredited data centres in the UK, however the company is versatile and therefore a client can also choose to have the solution installed on their premises. David holds a variety of responsibilities within the firm, which include spending time across the offices within the Group in order to keep in touch with day to day operations, as well as visiting prospective and existing customers in support of the firm’s pre-sales activities and on-going client focus. As client relationships form the cornerstone of the firm’s business David spends a lot of time working closely with existing customers as well as attracting new ones. Whilst OBS Logistics is primarily UK based, the company implements and supports systems across the world. This can involve international travel to meet with customers in mainland Europe, the Middle East and Australasia, which David undertakes despite his already busy schedule because ongoing customer engagement is of vital importance to the company and to David himself. “The senior team within Anisa Group, including myself, likes to have hands on involvement within the business, working alongside our people and maintaining involvement with our client relationships. “Regular contact with our clients enables us to see first-hand what our clients’ (and their industries’) needs are and to drive our strategic thinking to address these needs. This ensures that we are ready to support the current and future needs of our clients and that our products keep pace with the needs of our target markets. Regular involvement with the teams across the business enables us to monitor

14 Acquisition International - October 2015

that these and other goals of the business are being achieved and to adapt our approach where this proves necessary.” This approach has served the firm well, as the systems which OBS Logistics provides are critical in nature and need to operate efficiently around the clock 365 days per year. This is why the firm has a focused and long term approach to customer service. David emphasises that these relationships are important not just for the client, but for the firm as well. “We have been fortunate to maintain strong long term working relationships with our clients, many of whom are leading organisations in the logistics marketplace. These relationships tend to be more of partnership in nature as opposed to a supplier/ customer relationship and as such are often very strategic in nature, where we work with the client at all levels from detailed operations through to Board level. “This gives us a real first hand insight into how our clients are developing their business and how the industries in which they are operating are changing over time. This critical insight means that we can set our strategy, product roadmaps and service offering to meet the needs of our clients and their industries both now and, by adapting them over time, to address the trends of the marketplaces in which we operate. Our product development roadmaps, for example, address both functional requirements of our marketplace and also technological change such as the move over the last few years to mobile technologies which we have embraced within our logistics applications.” Working across a variety of sectors and with clients in different industries has provided the firm with a number of challenges, and as the industry changes with the advent of new technology, David explains that this has led to a number of changes within the business. “A number of factors have changed our business over recent years. The increasingly global nature of businesses and how this has impacted their logistics www.acquisition-intl.com

CEO of the Month: UK

system’s needs, for example, has meant that our flagship product CALIDUS has been developed to work on a truly global basis across time zones, with in built features required for operating across wide geographies. We provide a helpdesk and support services 24 hours per day, 365 days of the year, which is important to these global operations. “The way that companies now collaborate more with their partners, customers and suppliers across the world has also changed in recent years, supported by the advances in communications technology resulting in greater interactions (interfacing) of our customers’ systems to share and exchange data. This has led to an increasing demand for combined customer/ supplier portals where customers can interrogate stock availability, enter orders and track those orders through to final delivery over the web. We have built this in as a strong capability within our CALIDUS suite in order to fulfil customer requirements. “Another change that has impacted on our business is the increase in outsourcing of logistics services to third party logistics companies (3PLs), which has enabled OBS Logistics to build a growing business

www.acquisition-intl.com

providing systems to these 3PLs to support their customer contracts. Our success in this market area was helped greatly by starting to work with these companies from an early stage in the company’s development and designing our CALIDUS Total Logistics suite with the specific needs of the shared user 3PL market in mind. By working closely with the 3PLs and providing a high level of service to them, we are fortunate to get extra business from them as they win new contracts – it works well for us and them.” David’s examples highlight how OBS Logistics has used the experience gained from implementing and supporting systems in over 500 locations across more than 60 countries globally for 40 years. However one of their biggest recent successes which David is particularly proud of was for the public sector in the UK, where the company is based. “Last year we provided a hosted logistics system to NHS Blood and Transplant for the distribution of blood across England and North Wales. The success of this project has led to further opportunities to provide a similar solution in other countries across the world and we expect this to lead to further business in the public sector in the UK, not just for blood distribution but other types of logistics operations.”

Overall, David was keen to emphasise the firm’s exciting plans for the future, which include an overseas expansion which is guaranteed to provide exciting new challenges. “Looking to the future we are keen expand our product range for our excellent client base and to work with new customers in the logistics arena. OBS Logistics is a growing business in providing our systems as a managed service, growing by 25 % last year, and provides great potential for future growth as more customers are choosing the managed services route. “In terms of new markets, Australia is seen as offering excellent expansion opportunities. We have adopted a reseller approach for Australia and will be developing reseller channels in other geographies, including some countries in mainland Europe. As our success working with the NHS highlights, the public sector also offers great potential for future business and we are keen to expand into this market. You will also see us make a number of strategic acquisitions both to increase our business and customer base in existing business areas but also in extending our product portfolio with complementary products.”

Acquisition International - October 2015 15

Peter Sprigg, Helge Nyberg AB Helge Nyberg AB is a company which develops, manufactures and markets trolleys and towing for picking trucks for a worldwide market, differentiating themselves from other firms in the industry by supplying all aspects of market: people, trolleys and trucks.

Company: Helge Nyberg AB Name: Peter Sprigg Email: peter.sprigg@helge-nyberg.com Web Address: www.helge-nyberg.com Address: Industrivägen 2, 523 90 ULRICEHAMN Telephone: +46 321 263 00

Peter joined Helge Nyberg in 2009, during the economic crisis in which all firms in the market were suffering, but despite this has managed to keep the company growing and moving forward. He believes that the reason he was so successful in piloting the firm out of the recession was his head on approach to tackling the issue.

According to Peter, his strong customer focus stems from his background.

“The market for trucks and trollies was heavily exposed during the financial crisis, which we took as an exciting challenge, making vital changes to our company in order to adapt. As a new CEO in the company, I also took the opportunity to make a six month analysis of our market.

“It is one of our main aims to create strategies, products and solutions that meet and exceed those needs. I have previously worked in a number of industries which has given me a wide range of experience which I use in a variety of ways. Previously I worked as a sales and Marketing manager gaining invaluable experience about logistics solutions with a particular emphasis on the areas of wireless networking, barcodes, handheld computers, barcode printers etc. In this position I drew upon my experience in sales to understand what our customers needed.

“I used the strategy of, Listen, Find and Act. This meant that I made a lot of interviews with people in the organization, as well as partners and customers. I wanted to identify the changes in the market in order to identify new future sustainable strategies for growth. “Once these had been identified, one of the first things I did was to make a turnaround in our communication and thinking, from inside out to outside and in, ensuring our firm studied the market before making any decision. In addition we started to look at the company with the view from our customer’s eyes. We started to communicate the benefit for our customers when they used our products in different logistics flow in each segment, instead of product specifications, as well as making new LEAN product development depending of which kind of segment our product should be used in, ensuring that our product range met the requirements of our customers.” These new strategies, combined with Peter’s excellent organisational skills and customer focused approach helped to bring the firm out of recession, however Peter emphasised that the firm never remains still. Working in an ever changing market, Helge Nyberg needs to ensure that they are constantly ahead of the market in terms of emerging trends, which is why the firm has built a strong customer focus and strong R&D into each of their product classes. Peter understands that research and development is vital to the firm’s success, as it ensures that they are constantly aware of customers’ needs, which is why 13% of Helge Nyberg’s employees work in the R&D department. 16 Acquisition International - October 2015

“My background as CEO comes from the sales and marketing and I have bought the knowledge gained there into Helge Nyberg, as I realise the need to understand our customers’ needs and demands.

“Some of my sales and marketing, experience was spent working for the leading can maker in Northern Europe as a Group Commercial Director, as well as in the textiles industry which has led me to the belief that no matter what product you are selling, in the business model you need to focus on helping your customer to be more successful in his business with your product. If you are not able to make this, you will have a problem.” Under Peter’s stewardship Helge Nyberg has become the byword for quality. Peter ensured that quality and customer care were installed as a culture in the company as well as implementing LEAN principles in the company. This combination of approaches ensures that the firm operates at maximum efficiency but is always focused on ensuring that the customer receives the best possible product. The firm has also diversified itself away from traditional its competitors, by providing their customers with a unique service which Peter emphasised was fully aimed at ensuring customer satisfaction. “We have unique solutions for order picking within our e-Commerce section, as well as using our strong knowledge about our customers’ demands in the different segments we are acting in to ensure we always provide them with exactly what they need, which is what seperates us from our competitors. www.acquisition-intl.com

CEO of the Month: Sweden

In each market segment- Industrial & Manufacturing – E-Commerce & Orderpicking – Healthcare & Hospital - Automotive & Vehicle and Service & Support, we understand the demands and needs and have built up an organization which is able to both provide standard products as well as tailor made customer solutions in order to fulfil them.” Helge Nyberg operates across a number of markets, and as Peter explained, this requires strong and focused leadership.

www.acquisition-intl.com

“Our firm has succeeded in so many markets because we have a focused approach to everything we do. Our position at the market is as an in house material handling specialist. My role as a CEO is to ensure that we always have enough information and enough skills to succeed in every endeavour. “This ensures that the outcome and the result of our activities should lead to our customers perceive us as specialist and with this in mind, feel satisfied working with us as a partner. This position, includes all our activities, from development, to production, market and sales as well as the behaviour and attitude of all of the people in our organization, which is a vast task but one which I enjoy.”

In the future, Peter is keen to grow the company even further. Currently the firm constantly benchmarks itself against other firms in the sector to explore every avenue which could be used to grow the business, but there is still more that can be done. “We have a turnover forecast of about 15% this year and intend to set ourselves a similar target for next year in the hope that we can gradually expand into new markets, which will provide us with fresh and exciting challenges.”

Acquisition International - October 2015 17

CFO of the Month Recent years have seen the financial landscape dominated by a recessionary climate and widespread economic uncertainty, low-confidence and under investment. As a result, CFOs have had to readjust by cutting costs and exploring alternative areas for growth. Here we speak to a number of prominant CFOs to find out exactly what steps they have taken as they seek to adapt their firmsâ&#x20AC;&#x2122; strategies and maintain growth.

CFO of the Month: USA

Company: Tumi Holdings, Inc. Name: Michael J. Mardy Web Address: www.tumi.com Address: 1001 Durham Avenue, South Plainfield, NJ, 07080

Michael J. Mardy, Tumi Tumi is a leading, global, premium lifestyle brand whose products offer superior quality, durability, functionality and innovative design.

The Company offers a comprehensive line of travel and business products and accessories in multiple categories, building on its strong heritage of producing high-end performance travel goods and business cases. Michael has served as Chief Financial Officer and Executive Vice President since July 2003, and outlines his responsibilities and what he enjoys most about the role. “My main responsibilities include financial, administrative, and risk management operations for the company. I’m also responsible for leading the information technology and logistics functions for the Company, along with being the principle interface with the investment community and our public shareholders. Daily tasks could range from assessing organizational performance against both the annual budget and the company’s long-term strategy, to speaking with current and potential investors about the Tumi story. “I’m always learning new things in the ever changing retail landscape, and interacting with different people across the organization which has kept this job both challenging and rewarding.” The firm has seen significant growth under Michael’s financial leadership, particularly over the last year, during which the firm has grown at a compound annual growth rate of 20% in net sales and 23% in operating income from 2010 through 2014. Through the first half of 2015, Tumi has increased sales by approximately 7% despite a challenging retail environment both domestically and internationally. Michael attributes the brand’s success to their dedication to executing their core growth strategies of expanding the store base, expanding wholesale distribution globally, increasing brand awareness, broadening the appeal of our products through new product introductions, improving store operations, and expanding their e-commerce presence. Michael also believes that part of the growth is due to the firm’s emphasis on international expansion as well as the firm’s constant drive towards innovation.

initiatives, such as our Global Citizens campaign, along with key relationships with strong local distributors in important international markets.” “We also place a strong emphasis on technical and design innovation. Our products are created to achieve superior levels of design, performance and style. We are committed to innovation and design quality, and foster this commitment in many ways, including strategic investments in cutting edge tools, dies and materials. Our ongoing focus on improving the form and function of our products has enabled us to design innovative products that anticipate and address consumer needs and design trends on both functional and stylistic levels. We regularly update our collections and collaborate with various designers on limited edition collections to provide consumers with new and distinctive product offerings. In the past several years, we have received numerous industry awards for innovation and design excellence.” Ultimately Michael was keen to emphasise that the future was looking bright for Tumi, but that the firm would not waver from its commitment to providing customer satisfaction through quality products. “We believe that we have a long runway of growth ahead of us, as long as we continue to execute on our long-term growth strategies. Global travel only continues to increase each year, and we’ll look to capitalize on this trend from our leading presence within the travel and business world, in addition to strengthening our image as an overall lifestyle brand.” “However, despite our rapid growth Tumi is still committed to our principals. At the core, Tumi remains intently focused on creating innovative products with exceptional quality and design to remain the leader in the global premium lifestyle market. We couple this with our world class customer service to drive exceptional consumer loyalty. Once you become a Tumi consumer, we not only want you to remain a satisfied consumer forever, but also to recommend the brand to others, which is exhibited by our high net promoter score. We are also focused on creating value for all of our stakeholders, treating all with equanimity and respect.”

“While a majority of the company’s sales our generated within North America, we have a growing international presence. The brand is sold in over 310 stores from New York to Paris to London and Tokyo, as well as in the world’s top department, specialty and travel retail stores in over 75 countries. We continually work on improving our brand awareness, especially internationally, and we hope to drive increased awareness through our marketing www.acquisition-intl.com

Acquisition International - October 2015 19

Company: Collinson Group Name: Janet Titterton Email: janet.titterton@ collinsongroup.com Web Address: www.collinsongroup.com Address: 123 Houndsditch, Cutlers Exchange, London Telephone: 07894480162

Mark Hampton, Collinson Group Collinson Group is a global leader in influencing customer behaviour to drive revenue and value for clients offering a unique blend of industry and sector specialists who together provide market-leading experience in delivering products and services across four core capabilities: Loyalty, Lifestyle Benefits, Insurance and Assistance. Mark joined Collinson Group in 2013 as CFO and is responsible for the financial management of the group’s operations, although he also holds a wide range of other responsibilities. “As Group CFO, I have overall responsibility for all financial aspects of this diverse, international business. This encompasses all the traditional areas of finance including budgeting and reporting, tax, treasury and wider commercial finance support to the business. “The group is currently experiencing a period of rapid growth which demands a finance team that can deliver hygiene factors such as compliance and accountability whilst also enabling the group to maintain its nimbleness so it can react to opportunities with pace. “My role supports the group’s strategy, both by contributing to its development and by ensuring the plans are robust and that sufficient financial and human resources are available to deliver them. This includes assessing buy/build/partner options and where appropriate driving M&A activity for the group. “As CFO, it is not just about saying no, indeed considering our private status and the absence of external investors, it is often easier to say yes as we have the freedom to take a long-term view on investments and to drive the innovation which has been our heritage. “Beyond finance, I also have responsibility for Human Resources, Legal, Information Security and PMO across the group. I am also Non-Executive Chairman within our insurance business.” The group has built an enviable track record of growing revenue, operating profit and customer numbers, and the past year was no exception as the group’s revenue passed £350m for the first time, a rise of 26% over the year. A proportion of the growth came from acquired business but importantly, most growth continues to come organically from existing clients and the successful launch of several new propositions. Mark explained how this growth is the result of the group’s global perspective, collaborative culture and innovative strategies. “Investment at the core of our organisation has been mirrored by an increasing workforce around

20 Acquisition International - October 2015

the world. Our loyalty marketing brand ICLP, with the Group’s most widely distributed workforce in 16 global offices, has established a regional management structure to facilitate both growth and economies of scale. In parallel, a significant investment has been made in connecting our four major call centre sites around the world to create a unified operation which can support our customers around the clock. Our global perspective has enabled us to sustain top line growth amidst regional economic challenges, and this continues to be the case, with new contracts in Africa, South East Asia and South America offsetting slower growth in Europe. “Our emphasis on collaboration not only enhances our sales to new and existing clients but is fundamental in achieving greater operating efficiencies across our network of offices. Our collaborative structure has been strengthened by senior hires responsible for group-wide, global activity, combining economies of scale with improved consistency. In parallel, investment in software, finance, human resources, client management and knowledge sharing will all improve the quality and consistency of our performance for the benefit of our clients. “Remaining innovative is a core value of the Group. Frequently we win business by turning our size, our culture and our structure to our advantage. Being privately owned, financially entirely self-sufficient and being an agile organisation, we are uniquely positioned to take innovative ideas from concept to delivery more quickly than competitors. “Since 2008 we have operated a dedicated team for the research and development of new propositions. The head of Collinson Product Innovation (CPI) reports to the board and manages a team of subject matter experts who work in tandem with our technology resource and develop insight from client facing teams and our internal research resource. With access to over 10 million of our own customers, we can combine client insight with consumer feedback. We regularly use workshops, survey tools and pilot launches to test and refine new propositions.” The group is expected to see a high rate of growth over the coming years, something which Mark believes will be shaped both the group’s internal culture and a number of external market factors. www.acquisition-intl.com

CFO of the Month: UK

“Collinson Group growth is expected to continue over the next five years fuelled by the strength of the mass affluent consumer, increased consumer expectations and a dramatic rise in customer data availability. This growth is likely to be particularly strong within financial services and travel, where we continue to focus our investment. The advance of technology, the exponential growth of personal data and the increasing complexity of customer interactions will continue to drive demand for leading expertise and functionality in our space of shaping consumer behaviour. “Investment in new propositions and improved infrastructure, in sales growth and increasing efficiencies, and in a stronger, more collaborative structure across our global footprint, will safeguard our financial performance and, in turn, our independence. In a rapidly evolving market, staying true to our strategy will stand the business in good stead for continued, sustainable growth.”

www.acquisition-intl.com

Acquisition International - October 2015 21

The Importance of IP in M&A Transactions Intellectual property plays an increasingly important role in the world of mergers and acquisitions, with companies considering M&A that involves intellectual property, also needing to assess the value of the IP. Here we speak to representitives of a number of these companies to find out how IP fits into their business strategies and we learn why today, itâ&#x20AC;&#x2122;s becoming increasingly important in advancing market share in a particular direction.

The Importance of IP in M&A Transactions

Jan Walaski of Venner Shipley discusses the intricacies and idiosyncrasies of using intellectual property due diligence as a commercial tool to support a business valuation.

For many companies, the value of their business is intrinsically linked to both the quality and the quantity of their intellectual property and how well it is protected. Due diligence can be used to value a business when raising investment, or when selling all or part of a business. It is also an essential part of investing into or acquiring all or part of a business. Equally, due diligence can involve investigating the existence and status of other parties’ intellectual property rights and an assessment of how these rights could affect a business’s proposed activities. Company: Venner Shipley Name: Jan Walaski Email: mail@vennershipley.co.uk Web Address: www.vennershipley.co.uk Address: 200 Aldersgate, London, EC1A 4HD, United Kingdom Telephone: +44 (0) 20 7600 4212

A due diligence exercise prior to sale or acquisition of a business will result in a better understanding of the value of the intellectual property that the business holds. It may also provide useful information as to which aspects of its intellectual property are not fully utilised and whether more can be done in terms of greater levels of protection or to benefit from further commercial exploitation. There are many articles explaining the concept of conducting due diligence on intellectual property assets. Most explain what needs to be done – identifying intellectual property rights which exist and their status, ownership and enforceability issues, look at the validity and the scope of the intellectual property and any subsequent infringement issues. As simple as it sounds, the reality can be considerably more involved. In an ideal world, the IP adviser would be involved from the beginning, assisting in arriving at that part of the value of the business which is derived from the IP assets. Such involvement is important since it provides an overview of the transaction, so the importance of the IP assets can be accurately assessed and an appropriate valuation reached. In the real world, IP due diligence is often something that is only considered once the value of the deal has been set, asking not “what is the value of my IP?” but rather “is there any reason why the value isn’t the amount that I have already decided it to be?” As patent attorneys, we are often provided with a list of patents and asked to perform “due diligence”, without a clear indication of the commercial imperatives behind the deal. As with most legal transactions, there is no definitive answer – the degree of due diligence required depends on the importance of IP to the transaction. With the increasing availability of online registers and databases, it is relatively straightforward to determine ownership and status of registered rights, but determining the validity of patents or predicting the likelihood that a patent application will be granted poses considerably greater challenges and costs. In these circumstances, a high level of scrutiny is justifiable only for those businesses, for example in the pharmaceutical industry, where a single or small

www.acquisition-intl.com

number of patents cover key and exceptionally valuable products, or where the patents form the major asset of the business being sold. The ultimate aim of the due diligence process is to support a business valuation. However, assigning a value to assets such as patents can be more of a (black) art than a science. There may be safety in numbers; in the sales of the telecommunications portfolios of Nortel and Motorola in 2013, the patents numbered in the thousands, with an average sale value per patent in each transaction of around $750k. At that time, the value of a substantial patent portfolio in the telecommunications field could be relatively easily determined. It is unlikely that much effort was expended during due diligence in checking whether the patents were valid. It has even been reported that a significant number of the patents in these portfolios were expired or abandoned. It is understood that in licensing negotiations in fields such as electronics, quantity trumps quality, because assessing the quality of a very large number of patents is so difficult, timeconsuming and ultimately, subjective. Even in litigation, where some of the largest players in the telecommunications arena assert numerous patents against each other, arriving at an accurate validity assessment of each asserted patent can be less important than accepting validity and calculating damages/royalties based on the overall patent position of each party. In the case of smaller companies, it is not unusual to find that the list of provided patents significantly overstates the company’s patent portfolio. The list often includes expired or abandoned patents, patent applications and patents in different countries. Patents are of course territorial, so it is entirely legitimate to consider patents in different countries separately. However, it is also the case that a company boasting over 30 patents may be found to have just a single patent family including, for example, a pending application in Europe, designating 28 states. On the other hand, if that portfolio includes a granted US patent covering the key sales territory, a valuation based on just that patent may be fully justified. Whether the transaction is large or small, due diligence should be considered primarily as a commercial tool rather than a purely legalistic one. When dealing with large portfolios, entirely different rules are likely to apply than when dealing with small companies with a limited number of patents. In all cases, the more involved the IP adviser is in the commercial background, the more likely that the business valuation will reflect the underlying assets.

Acquisition International - October 2015 23

winner

Copperstone Capital is an investment management firm founded in 2009 with offices in Moscow, Russia and London, United Kingdom. We manage wealth for high net worth individuals and institutions through various hedge fund strategies. 16 Sadovnicheskaya Street, Moscow, 115035, Russia T +7 495 988 0010 F +7 495 951 1410 www.copperstonecapital.com

HEDGEfund awards2015 Best Russian Fund (Since Inception)

GLOBAL CONSISTENT

CONFIDENT

STRATEGIC LASTING INDEPENDENT

The Importance of IP in M&A Transactions

We profile Canadian law firm McLennan Ross, who specialises in incorporating their intellectual property expertise into the M&A transactions they supervise. Company: McLennan Ross Email: info@mross.com Web Address: www.mross.com Address: 600 McLennan Ross Building, 12220 Stony Plain Road, Edmonton, AB T5N 3Y4 Telephone: 780.482.9200

With offices in Edmonton, Calgary and Yellowknife McLennan Ross is an established law firm committed to serving the legal needs of our clients in Alberta and the North. Founded over 100 years ago, McLennan Ross has grown today to more than 90 lawyers and an extensive support staff. The firm’s clients benefit from thoughtful and cost-effective legal advice on corporate transitions, including the purchase, sale and financing of businesses. Their professional staff can assist in the creation, acquisition, management, growth, expansion, reorganization, sale and wind-up of private corporations, public companies, joint ventures and limited partnerships of all types and sizes. McLennan Ross has the expertise to assist with complicated public and private offerings, compliance work, debt and equity financing, real estate syndications and institutional loans. Intellectual property assets are increasingly important factors in a business’s success. More and more businesses are relying on McLennan Ross for prosecution of trademark applications as well as advice on protection of trademark assets and copyright matters. Taxation issues arising from legal matters can often be mitigated through appropriate action. The McLennan Ross Estates Trusts & Taxation group has the expertise to assist in the income tax issues arising in commercial transactions.

www.acquisition-intl.com

McLennan Ross is ranked by Best Lawyers in Canada as the top firm for Corporate Law in the Northwest Territories. The firm is also active in the restructuring environment and members of McLennan Ross’s Restructuring & Insolvency group are among the most experienced, active and respected in the Province and continue to work on some of the largest and most complex restructuring and realization proceedings in Alberta. Between them they have decades of experience which is often called upon by other law firms when they have conflicts or require a higher level of restructuring and insolvency expertise for their clients, which is testament to the skills of their lawyers. The firm are always ready to assist their clients by providing advice on their financial position and how the financial position of their counter-parties and suppliers may impact your business and financing, our group advises all types of business, chartered banks, private lenders, governmental agencies and insolvency accounting firms. Ultimately, the firm sees the importance of issues within their legal work, for example intellectual property, which other firms do not acknowledge, which has helped make the firm the top of their sector.

Acquisition International - October 2015 25

Simple.

There is an art to due diligence. Simply portray your asset in the best light with Merrill DataSite - the smart, simple, secure virtual data room for your deal.

datasite.com

Global Mobility: The Key to Sucecss in a Globalised World

Name: Kampala International School Uganda Email: office@kisu.com admissions@kisu.com Address: P.O.Box 34249 Bukoto Kampala – Uganda Tel: (+256) 752 711 882, (+256) 752 711 908, (+256) 752 711 789 www.kisu.com https://twitter.com/KISUUganda https://plus.google.com/+KisuUg https://www.facebook.com/ KampalaInternationalSchool Uganda/

Global Mobility: The Key to Success in a Globalised World Thomas Jefferson once said, “I look to the diffusion of light and education as the resource most to be relied on for ameliorating the condition, promoting the virtue and advancing the happiness of man” Nelson Mandela echoed these sentiments when he famously asserted that, “Education is the most powerful weapon which you can use to change the world”.

An education at an excellent international school offers children an experience without peer in preparing them for life in the global village in which we live. These experiences will continue to benefit the students throughout their journey in life. KISU understands the weight of responsibility that comes with nurturing the next generation and is committed to its mission to produce young people who are confident and competent to go out into the world and lead. Located in Bukoto, a suburb of Kampala City, KISU is in its third decade of offering international education to the community where its world-class teaching and learning facilities sit on 14 acres of land.

Academic success is of course important as today’s young people enter a truly global marketplace where competition is fierce and schools do everything they can to ensure students have the best chance of succeeding. The academic performance of students at KISU is on a strong upward trend. This year’s results show that the school has increased the margin by which results surpass the world average at IB. At IGCS there has been a significant rise in the number A-C grades to the point where one in three is either an A or A*. Education is about more than examination results; it is about embedding values, developing skills and shaping character; universities and employers know this. In most careers, intellectual capacity is rarely tested. It is those who are resilient, resourceful and reflective and those who are confident, committed and conscientious, with strong interpersonal skills, who succeed. These are the kinds of qualities and attributes that KISU strives to develop in its young people and to “educate today’s children for tomorrow’s world”. It aspires for its graduates to not only be ready to enter tomorrow’s world, but for them to be prepared to shape, change and lead it. The school is enriched by a student body comprised of 600 students from over 50 nationalities. Teachers, recruited from all over the world, have experience of international education and share over 100 years of IB teaching experience amonst them. Small class sizes (never greater than 25 and often significantly smaller, especially at secondary school) and the support of Teaching Assistants ensure that teachers have the capacity to spend time with each pupil in their class. In the coming months, the school will be introducing some sophisticated cognitive diagnostic tests for students, the results of which will help teachers better understand their students and know how best to support their learning ensuring they reach their academic potential. The school also plans to buy into new electronic resources for improving, tracking and encouraging reading throughout the school.

www.acquisition-intl.com

Acquisition International - October 2015 27

Company: Penkov, Markov & Partners Email: lawyers@penkov-markov.eu Web: www.penkov-markov.eu Address: Iztok Dstr., 13B, Tintyava Str., Floor 6, 1113 Sofia, Bulgaria Telephone: +359 (0) 2 971 39 35

Renewables: The Fastest Growing Energy Sector of 2015 “Penkov, Markov & Partners” is one of the leading law firms in Bulgaria, providing the highest quality legal advice and representation. We profile the firm and examine how they have come to work in this fast growing sector. The market for renewable energy in Europe is increasing rapidly, The EU is working to reduce the effects of climate change and establish a common energy policy. As part of this policy, European Heads of State or Government agreed in March 2007 on binding targets to increase the share of renewable energy. By 2020 renewable energy should account for 20% of the EU’s final energy consumption (8,5% in 2005). To meet this common target, each Member State needs to increase its production and use of renewable energy in electricity, heating and cooling and transport. Although renewable energies are an integral part of our fight against climate change, they also contribute to growth, job creation and increase of energy security, which is why emerging countries such as Bulgaria are keen to increase their use of the technology. The EU has set up renewables targets which are individual to each member state and calculated as the share of renewable consumption to gross final energy consumption. Renewables consumption comprises the direct use of renewables (e.g. biofuels) plus the part of electricity and heat that is produced from renewables (e.g. wind, hydro), while final energy consumption is the energy that households, industry, services, agriculture and the transport sector use. The denominator for the RES share includes also distribution losses for electricity and heat and the consumption of these fuels in the process of producing electricity and heat. The Bulgarian target is 16%, which the country is approaching, however there is more to be done to achieve this. This increased interest in renewable energy has opened up the market, leading to an increased need for legal help for firm’s looking to manufacture the technology, as there are a number of regulations which need to be complied with. Penkov, Markov & Partners are a firm which specialise in providing such assistance, helping customers to navigate through regulation and guiding them through any other legal issues they may have.

28 Acquisition International - October 2015

Throughout the Bulgarian firm’s rich history of PM & P is rooted long-standing corporate culture and traditions entirely dedicated to our clients and providing quality legal services related to investment and business customers. Now PM & P is a leader in many of its core business areas. The firm started to offer services clients in the legal field in accordance with Western standards in 1990 immediately after the democratic changes in Bulgaria. Consequently they have gained significant expertise in almost all areas of the legal practice, becoming a full service law firm. Penkov, Markov & Partner is also the first law firm in Bulgaria to be certified with an ISO 9001:2000 Quality Management Certification. The aim of PM & P is to promote best practices in law and civil society in Bulgaria, which is expressed in the commitment of the team to work for the public good and promoting the business. This is recognized by many non-governmental organizations active in improving energy legislation in the country. Experts employed by PM & P are legal advisors and officials of the Bulgarian Chamber of Commerce in the preparation of amendments to the Energy Act and the Renewable Energy. The firm’s team advises regularly and actively participate in the energy initiatives of the American Chamber of Commerce in Bulgaria, French-Bulgarian Chamber of Commerce, the German-Bulgarian Chamber of Commerce, Bulgarian Wind Energy Association and many others. In recent years the firm has been working increasingly in building their expertise in renewable energy law, and are now considered to be in a leading position in this field. The firm serves many manufacturing and distribution companies, financial institutions and investment companies. Through their work in this sector they have acquired a rich experience not only in the preparation of various documents and contracts, but also to achieve overall coordination and representation at all stages, including design, development, financing and implementation of projects in the field of energy sources. The firm covering generation, transmission, distribution and trading of electricity. www.acquisition-intl.com

Renewables: The Fastest Growing Energy Sector of 2015

PM & P has gained considerable experience in the administrative procedures for entering the liberalized electricity market and the preparation of contracts for the supply and purchase of electricity, natural gas, construction and connection of new energy facilities. Especially valuable is the firm’s experience gained in the realization of projects for the production of electricity from renewable energy sources and in the preparation of alternative schemes of project financing. Participation in various stages of preparation of the Concessions Act has deepened the company’s knowledge and increase the effectiveness of their services in the field of concession modes, use of mineral resources, as well as the regulatory framework in the water sector. The team of PM & P has good practice in connection with the appeal procedures before administrative and judicial authorities. The energy team of PM & P operates not only in the area of direction changes but also in the supplementation of the Bulgarian energy legislation. Experts at the company are also actively participating in the development of the Third Energy Package of the European Union, a new model for stimulating renewable energy in Bulgaria with the purpose of easing the burden of the cost of purchase for society and a new model for the electricity market in the country in order to overcome the energy crisis in 2013.

www.acquisition-intl.com

The firm has one of the most prepared and experienced energy teams in Bulgaria. The company provides a complete and comprehensive service to producers of renewable energy with a capacity of over 1800 MW, representing nearly 50% of developed country such projects. Their services include assistance in project development, structuring and implementation of acquisitions, due diligence, regulatory issues, etc. Some of PM & P clients in this area include Innovative Wind Concepts, EnergiMidt Renewables, Roslyn Capital Partners, Enertrag, Innimmo Investments and Wind Innovation, Graess Solar, Soventix and XEMC. The firm also did work on the South Stream project prior to the decision not take it any further, and their expertise was particularly sought with regards to the implementation of the underwater part of the project. These high profile clients and projects which the company has worked on illustrates the firm’s expertise and vast knowledge of the sector that the firm has amassed.

An example of this is their work advising and representing Yioula on the privatization of the largest glassworks in the Balkans, Druzhba and Stind, helping to solve complex problems with the management, workers and unions. PM & P also assisted the firm with the subsequent restructuring through merger of Stind Druzhba with retention of the status of the receiving company as public and then provide permission for concentration by the Commission for Protection of Competition. Another key example of their work in the construction industry is their work counseling and representation on Knauf in the privatization of the largest manufacturer of gypsum fibreboard panels Gipsfazer (project for over 15 million Euros), including addressing the problems with indebtedness and foreclosure on collateral in this regard and the subsequent optimization of the shareholding structure transfer of the business. These examples showcase the firm’s experience in this ever growing sector, and with the future only set to bring renewable energy even further into public and Governmental interest PM & P look set to grow this area of business in the future.

The company is also highly experienced at working within the construction industry in Bulgaria, which is also expanding rapidly, advising firms on acquisitions or regulatory compliance.

Acquisition International - October 2015 29

In working with O’Connor and Associates of San Francisco, California, you can be assured that you are employing experienced counsel, staffed to meet the particular needs of your case. We intentionally have designed a small “boutique” firm, because of the flexibility and nimbleness it allows us in protecting our clients’ interests.

justifiably well-regarded Our firm is justifiably well-regarded for its record of excellence in trial practice and procedure. Our extensive trial and litigation experience allows us both to shape your case to achieve the best outcome and to project the likely range of outcomes.

We Can Be Your Legal Advocates To arrange a consultation, please call our firm today at +1 415-693-9960 or contact us online.

201 Mission Street, Suite 710 San Francisco, CA 94105

www.joclaw.com

The Shipping Industry

Company: Consolidated Shipping Agencies Limited (Conship) Name: Macdonald Chimandas Vasnani Email: mvasnani@conshiponline.com Web Address: www.conshiponline.com Address: Post Office Box CT 2491, CantonmentsAccra-Ghana-West Africa Plot Nos. 21-22, Commercial Warehouse Area, Tema Main Port Telephone: +233 (0) 303 204016/ (0) 57 2667447 (CONSHIP)

The Shipping Industry Macdonald Chimandas Vasnani, CEO of Consolidated Shipping Agencies Limited talks us through the firm’s rise to become one of the top shipping companies in Ghana.

Consolidated Shipping Agencies Limited, also known as Conship, was established in February 1996 with a service orientation in freight forwarding and is a solely owned Ghanaian Logistics and Shipping company. The firm also specialises in vessel handling and husbandry. Over the years Conship has successfully built its presence in the freight forwarding industry at national and international levels, through key relationships with its clients and agents. This has been achieved by: 1) Providing superior freight solutions to clients. 2) Inducing a passion for excellence in Conship employees through training and incentives. 3) Upholding standards of service that are dependable, efficient and excellent value for money. 4) Offering services during evenings, weekends and public holidays at the request of the customer. It is our goal to be the standard of excellence in the freight forwarding and logistics industry and make Conship a globally recognized player in the freight forwarding and Logistics industry. We shall accomplish this mission by focusing on customers’ evolving needs; exceeding the expectations of our customers; treating a healthy relationship with stakeholders and harnessing the potential of our highly skilled team. Our in-house Health, Safety, Security & Environment Department is handled by a well trained staff who are fully equipped and certified. We also have our own packaging and crating facility. Furthermore, our all our operational vehicles are all equipped with tracking devices which allows us real time position tracking as well are speed monitoring. With our operational software (MAGAYA), Conship is able to provide full and real-time updates to all our clients, partners and vendors. Conship is registered with the statutory regulators, industry based bodies and associations following institutions for its operations. The shipping industry at the present time is very competitive but our competent, skilled and experienced employees are maximized for Conship to gain cutting edge advantages. Whilst many of our competitors are ready to cut corners to win businesses from clients thereby end up offering substandard services, Conship are committed to ensuring their clients receive the best possible service and never cut corners.

www.acquisition-intl.com

Therefore, part of our firm’s strategic plan incorporates health, safety, security and environment policies and procedures into its operations thereby standing out from its competitors. We organize regular tool box meetings across branches to discuss new health and safety regulations and also ensure strict compliance above local statutory requirements to meet international standards. Ghana is an exciting and vibrant market to work in but, as is the case with any region, it has its disadvantages, for example, being surrounded by French speaking countries has made it hard for our firm to do business with our neighbours. Should the proposed Single Window concept come on in West Africa, we believe this will create opportunities for us. Our experience in servicing countries such as Liberia and Sierra Leone in the past has set us apart from our peers and this we are sure will create some good business opportunities for us soon now that the Ebola crisis are over. With regards to regulations, it is also my belief that there is the need for the intensification for the implementation of the Local Content Law to ensure that more opportunities are afforded to Ghanaians. Within our firm key relationships with its clients are maintained by drumming home to our employees that the clients are the very reason for the existence of Conship. This has enabled us to grow steadily in the market and we hope this approach will benefit us in the future. At Conship we understand that going beyond the expectations of our valued clients will lead to repeat businesses and promotion or recommendations to other potential clients, which is why we strive to ensure every customer receives the best possible service and goes away satisfied. Looking forward, the firm intends to enhance our image in the logistics and supply chain industry by providing quality and professional services that exceed our customers’ expectations and see that our customers and stakeholders are partners in our development and grow with us. The future is looking bright for our firm and we aim to win bigger projects in the international arena and expand our client base.

Acquisition International - October 2015 31

Structuring your Business for Exit Founded in 1980, BAE, KIM & LEE LLC is one of the oldest law firms in Korea. As a full-service firm with more than 425 attorneys and other legal professionals based in Seoul and 6 overseas offices, BKL provides a broad range of practice areas including corporate law and governance, tax, intellectual property, mergers and acquisitions, complex litigation, international arbitration, antitrust, joint ventures and strategic alliances, regulatory and employment law, among others. Company: Bae, Kim & Lee LLC Name: Sky (Sih Kyoung) Yang Email: sky.yang@bkl.co.kr Address: 133 Teheran-ro, Gangnam-gu, Seoul, 06133, REPUBLIC OF KOREA Telephone: 82.2.3404.0143

With a diverse mix of Korean attorneys, tax advisors, industry analysts, former government officials and attorneys licenced in foreign jurisdictions, as well as other specialists in various practice areas, Bae, Kim & Lee is fully prepared to work closely in multidisciplinary teams to meet every need of our clients. Engaged in providing a full range of legal services to an expansive number of clients in an array of practice areas, BKL attorneys maintain an extensive internal knowledge base which is kept constantly updated. Staying abreast of market developments and regulatory changes entails remaining in close contact with clients, government authorities, industry associations and academia. Additionally, BKL team members will frequently organise, and take part in, industry conferences and seminars where they exchange views with other practitioners and policymakers. With professionals who contribute regularly to international industry journals in a variety of sectors, we ensure that BKL is able to stay at the forefront of emerging developments. Our attorneys can frequently be found driving initiatives and developments, all the while making certain that our clients are similarly made aware of new developments relevant to their industries by providing them with sector-specific legal updates in periodic newsletters. With client service at the foundation of our legal practice, we understand the importance of being responsive and available to each client’s specific needs, thus complementing our deep commitment to achieving their legal and business objectives. For a decision as significant as closing down a business, it is essential that our clients receive timely and correct legal advice and receive the complete attention of the attorneys working with them. It is the aim of the firm to ensure that the client is fully informed of all the factors relevant to its decisions from an early stage. Giving the client convenient access to our team of lawyers facilitates the clear communication of their concerns to us and keeps us updated, allowing the firm to always act in the client’s best interest.

32 Acquisition International - October 2015

In order to achieve this, our team remains cognizant of all aspects of the client’s exit, from the regulatory requirements, to maximising the value of the client’s investments to properly managing the client’s reputation. Safeguarding the client’s interest on all of these fronts is achieved by our devoted attention and by meticulously monitoring the entire procedure at every step. This assures the client that its exit will be effectuated as smoothly as possible, without creating ripples for the client’s other investments and avoiding unnecessary publicity in the market, to achieve the greatest exit value possible. In an ideal situation the process of formulating an exit strategy and preparing for the possibility of an exit should begin long before the decision to close down a business is made. Accordingly, we advise clients to devise and incorporate an exit strategy even before their initial investment in a business. Properly drafted provisions in investment contracts, shareholders agreements and articles of incorporation can make future divestiture smoother and less costly. In Korea, contractual arrangements for facilitating future divestiture typically include put/call options, rights of first refusal, IPO commitments and liquidation clauses. Once a client has made the decision to close their business, compliance with regulatory regimes and investment/shareholder contracts is obviously critical. Furthermore, there are a number of other factors which, when carefully managed, can maximize returns. For example, avoiding disputes with the business’s employees, suppliers, customers, or other contract parties during the exit process is very important. Valuation method is another key factor. Needless to say, obtaining a proper valuation of the client’s investment in an exit scenario is of fundamental importance. Mechanisms for selecting a reputable, independent appraisal firm and agreeing to reasonable valuation formulae should be carefully negotiated by experienced personnel or external advisers. For foreign investors, minimizing tax leakage during and following a business’s closure or the disposal of an investment is also a key concern requiring close attention.

www.acquisition-intl.com

Structuring your Business for Exit

Recognising that our personnel are our greatest asset, BKL strives to recruit top-notch professionals for all positions, from entry-level to experienced attorneys. We provide our people with effective training, mentoring, and opportunities for professional development. BKL attorneys strive to provide quality service with the swiftness and responsiveness that clients demand, applying the legal maxim, â&#x20AC;&#x153;justice delayed is justice deniedâ&#x20AC;? to all our work. Proactive advice is another point of pride at BKL. Our professionals are trained to understand the clientâ&#x20AC;&#x2122;s business in order to give clients forward-looking guidance even before they ask for assistance. BKL was one of the first Korean firms to institute a transparent partnership system according to global standards, an approach which fosters health and sustained growth as well as a culture of collaboration in which we draw freely upon the experience of our professionals to provide top quality legal services to clients. With a reputation for handling large, complex high profile and high risk deals and disputes skilfully, we are proud to have our services recognized in the accolades we regularly receive from Asian and global industry publications.

www.acquisition-intl.com

Acquisition International - October 2015 33

Organisational Due Diligence - Closing the Last Asymmetric Information Gap in Deal Making Company: Humatica Name: Valentina Pozzobon Web: www.humatica.com Address: Wildbachstrasse 82 8008 Zürich Telephone: +41 (0) 44 955 11 01

Valentina Pozzobon from organisational performance consultancy Humatica discusses how organisational due diligence can be incorporated successfully into business deals.

How often is a deal done and all due diligence tests passed, but as soon as the ink is dry on the paper, uncomfortable performance concerns begin to appear - sales growth slows, profitability sags? The motor driving success - the knowledgeable employees - begins to stutter. Countless empirical studies indicate between 40-50% of acquisitions do not return the capital employed and nearly all the root causes are related to the organisation. But how can an acquirer get a fact-based view of company culture and organisational performance before the deal is done?

Make sure your engine won’t stutter - the difference between winning the race or lagging behind

An acquisition requires organisations with different values, norms, and behaviours to work effectively together. This is especially the case at the time of the merger when many complex decisions must be taken under emotional stress and with limited time. It is no wonder that misunderstandings and mistrust often

increase during post-merger integration. According to studies, soft factor problems like communication and decision-making, are the main problems with executing a successful merger. Forcing the integration of businesses with different cultures and management processes can quickly lead to infighting, integration difficulties, reduced productivity, and a breakdown of trust between organisations. Considering merger failure rates due to soft factors, it is surprising that acquirers spend millions on legal and financial due diligence, yet neglect the most important asset - people and their behavioural norms. Even post-merger organisational integration at all levels – except the top – is left to chance hoping that the two organisations come together and somehow work out new processes on their own. Few acquirers conduct rigorous organisational due diligence before a deal. Humatica surveyed private equity professionals on what prevents firms from conducting a thorough pre-deal organisational due diligence. Reasons include the lack of access in tight auction situations, lack of a structured process, and the subjective nature of culture and behaviours. Despite industrial buyers often having better access than financial acquirers, all other hurdles to the assessment of the target’s organisation remain. Contrary to other types of due diligence, there are no accepted industry standards and practices for organisational due diligence. Interviews with M&A professionals revealed how difficult they find it to get an objective view on the organisation and culture. Subjective observation, rather than hard facts, is the norm. Once the deal goes through, management teams face the daunting task of working out thousands of issues on how to integrate the two companies, create synergies, and avoid risk. Financial and commercial due diligence are of little help with these critical

34 Acquisition International - October 2015

www.acquisition-intl.com

Organisational Due Diligence

tasks. However, organisational due diligence, when rigorously conducted, can accelerate post-merger integration. The organisational assessment will identify risks jeopardising rapid integration and opportunities to leverage strengths for accelerating synergy realisation. Organisational due diligence is more than a risk diagnostic for the transaction. It is a forward-looking approach to facilitate accelerated integration. Ultimately, merger success will hinge on the birth of a new, high performance culture to drive value growth.

www.acquisition-intl.com

There are three areas an M&A deal team needs to watch-out for in order to conduct a rigorous organisational due diligence. First, a systematic process should be embedded in the standard M&A due diligence process. That is, the many touch points with the target company during legal, market, and financial due diligence should be orchestrated to collect important information on how the organisation works and build a view on its performance â&#x20AC;&#x201C; strengths and weaknesses. Second, a standardised framework for the information to be collected, which addresses leadership processes and behaviours critical to the particular industry or deal type, should be used. Third, the deal team should be trained in the assessment framework and the observation of high/low performance behaviours. It is also helpful to engage qualified third parties with the required expertise and neutrality to facilitate the assessment.

Given the right process, organisational due diligence has the potential to close one of the last asymmetric information gaps in deal making â&#x20AC;&#x201C; boosting acquirer returns and reducing risk. To download your copy of Humaticaâ&#x20AC;&#x2122;s Organisational Due Diligence study please visit http://www.humatica. com/the-third-wave/

Acquisition International - October 2015 35

The Desire to Acquire & The Urge to Merge

Name: Martin Alpermann Position: VP Email: office@ieg-banking.com Web Address: www.ieg-banking.com Address: Knesebeckstraße 59-61, 10719 Berlin, Germany Telephone: +49 (30) 303016-30

The Desire to Acquire & The Urge to Merge IEG - Investment Banking Group is one of the leading, global independent investment banking boutiques focused on Mergers & Acquisitions, Financing & Corporate Advisory Advisory for Internet, Technology & Services. Vice President of the firm Martin Alpermann explores M&A activity and how businesses can use it to their advantage.

M&A activity is a crucial ingredient of the business strategy for most companies. This applies both to companies which are growing (e.g. towards more/ new product and/or services, new geographies or a stronger exposure into existing geographies, enhanced capabilities) as well as companies which want to reduce their exposure in certain fields of business. This has become especially true in the last few years and will become even more so in the years ahead the digital revolution (e.g. internet of things, big data, sharing economy, era of mobile communication, etc.) and the complete disruption of traditional value chains eventually in almost all industries (e.g. publishers, banks, book retailers) puts an enormous challenge to CEOs and shareholders to adapt.

In order to get to promising new business lines/ models there are of course different means besides M&A, mainly corporate incubators and corporate VC - but only very few actual turn out to be successful. The positive impact of both corporate VCs and corporate incubators is fairly limited and rare – likely one of the reasons we hear a lot about new initiatives, but very little about success stories. But in turn, there are of course promising examples: Axel Springer, the large German media group is certainly one of them: Axel Springer is a role model for the successful adoption of digitization in its industry, and M&A activity played a crucial role – both in getting access to new business models, markets and capabilities, and in addressing declining business in need for a solution. When executed properly, the desire to acquire offers significant advantages to companies and its shareholders. M&A allows companies to gradually or fundamentally alter its traditional business models towards a more sustainable one for the future. It can spur growth and increase the value for the shareholders. It allows gaining access to new opportunities. Ultimately, it can trigger necessary change and may pave the road to survival. On the flipside, M&A can be harmful to companies if not executed properly. Basically all the above positives may turn against the acquirer. There are numerous examples of acquisitions which at some point in time turn out to be unsuccessful – mainly due to overpayment and failed integration. The best way to avoid value destroying acquisitions is to focus management attention on selecting the right potential targets and to start early with the preparation of the integration. In order to do that, it is advisable to use capable financial advisors (for both M&A as well as acquisition financing if necessary) with an understanding of the industry and an entrepreneurial mind-set to run the entire M&A/acquisition financing process. The acquirer’s management should use the financial advisor as a sounding board for acquisition ideas and delegate the time-consuming execution of the M&A process to capable advisors. This allows the acquirer’s management to focus on its existing business and devote its attention more towards a thorough preparation of post-merger integration.

36 Acquisition International - October 2015

www.acquisition-intl.com

Intellectual Property

Company: M. Uzcátegui & Asociados Name: Leonardo E. Uzcategui L. Email: info@uzurma.com Web Address: 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 Leonardo E. Uzcategui discusses how M. Uzcátegui & Asociados has made its name in the IP sector. 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. 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 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

www.acquisition-intl.com

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.

Acquisition International - October 2015 37

Secure.

There is an art to due diligence. Secure your priceless data with Merrill DataSite - the smart, simple, secure virtual data room for your deal.

datasite.com

The Changing Face of Product Liability

The Changing Face of Product Liability in the USA The market for legal services in America is constantly evolving. Jordan S. Cohen, a Shareholder who overseas WickerSmith’s class action, commercial litigation and banking practice groups, explains how the firm has solidified its position in the market. Company: WickerSmith Name: Jordan S. Cohen Email: jcohen@wickersmith.com Web Address: www.wickersmith.com Telephone: +1 (305) 448-3939

WickerSmith is a full service law firm with eight offices throughout Florida. WickerSmith was founded in Miami, Florida in 1952 and has continued to grow, now totalling 170 lawyers. WickerSmith’s roots are in litigation and trial work, but it provides a full suite of legal services to its clients. WickerSmith is a founding member of the USLaw network and has developed relationships with law firms in all 50 states, as well as firms in the sister European TELFA network. Currently it is an exciting, and challenging, time to work in the legal profession. Florida is a hot market and the need for legal services is strong. That said, this is an extremely competitive field and there are

always five firms looking over your shoulder. Clients regularly demand and, frankly, deserve personal and attentive service. I try to make every client feel as if he is my only client. As a full service law firm we face a number of major challenges, and need to not only understand but also stay one step ahead of our clients’ respective businesses. Globalization impacts different businesses in different ways. Smaller, regional clients must now be mindful of national and, at times, international rules and regulations. Enforcement of laws like the Foreign Corrupt Practices Act are no longer limited to Fortune 100 companies. As a large regional firm, we work to manage our continuing growth. We experience pressure from both directions – national firms seeking to expand their footprint, as well as small regional firms seeking to move “up.” We believe our firm sits in a sweet spot where we have the experience and resources to handle significant transactions and high stakes litigation, with the regional expertise and culture of a local firm. In order to ensure we stay at the forefront of developments in our industry, our lawyers are members of numerous professional organizations with strong continuing educational components including the International Academy of Trial Lawyers, the International Association of Defense Counsel, the Defense Research Institute, and USLAW. We also make efforts to collaborate amongst our lawyers and across our offices, to ensure that the right lawyer with the right experience has an opportunity to provide his or her input. We always strive to match the right attorney to the right task. Lawyer-client relationships are highly personal, and we believe it is important to maintain a single primary point of client contact at the firm who can ensure that inconsistent actions are not undertaken in different venues or at different times. That said, we have a deep bench of talented lawyers with widely varying backgrounds who can assist on ad hoc projects or issues. At any point in time I am regularly working with lawyers in three to four different offices as knowledge and experience do not have geographical boundaries.

www.acquisition-intl.com

Acquisition International - October 2015 39

Malta's Growing Economy: Outperforming its Peers With Maltaâ&#x20AC;&#x2122;s economy showing strong and robust growth at the start of 2015, we further examine the region and take a look at what is driving expansion today.

Malta’s Growing Economy: Out-Performing its Peers

Company: ACT Advisory Services Limited Name: Stephen Balzan Email: info@act.com.mt Web Address: www.act.com.mt Address: ‘Villa Malitah’, Mediterranean Street, The Village, St Julian’s STJ 1870 Telephone: +356 2137 8672

Established in May 2014, ACT is a multi-disciplinary firm made up of young, dynamic and experienced professionals providing advisory, corporate, tax and other services to an extensive array of international clients, providing a comprehensive range of tax advisory and compliance services as well as a variety of specialist corporate services.

Despite the youthfulness of the firm’s inception, its partners have substantial experience in dealing with international clients in corporate, tax and advisory services. Because corporate and tax law never stands still, our professional staff meet regularly to exchange information and insights, discussing ongoing engagements and transactions. Strong believers of ongoing training, so as to always be up to date with the constant changes that occur in the field, we attend various seminars and conferences, locally and abroad, on subjects directly related to our profession. Additionally, we organise in-house sessions to update our staff on recent changes to tax and corporate laws, accounting and audit regulations, and other changes of interest to our profession. Further sharing our knowledge with partners giving presentations at public events and contributing articles to academic publications . Our teams always manage to stay abreast of the most complex regulations and cross border tax and corporate issues in an ever increasingly global world. With clients ranging from multi-national companies to small and medium sized firms, family offices and other high net worth individuals, ACT is known for

our in house expertise in both tax and corporate law allowing us to provide a quality personalised service, with a partner involved throughout the whole process. We ensure that each engagement and assignment is matched with a dedicated team of experienced professionals possessing the relevant experience to deliver flexible, comprehensive and cost-effective solutions, tailor-made to the clients’ needs and requirements. We know that our clients are looking for personal, individual and targeted support and advice geared to practical solutions. It is expected that we not only know and understand our own business, but theirs as well. Believing in a ‘one-stop-shop’ experience, we provide turnkey solutions as well as advice and assistance to individuals who would like to relocate to Malta, become Maltese residents or Maltese nationals, to maximise the value creation while minimising the administrative burden to our clients. We understand that our clients are often under time pressure and need quick, straightforward support therefore we provide them with relevant and understandable advice. Though Malta is a very small economy, it is very stable, both politically and economically. According to the European Commission, Malta’s GDP in 2014 hit the highest growth rate since 2010 and is expected to increase slightly to 3.6% in 2015. English is one of Malta’s official languages, which makes it easier for foreign nationals to come to Malta, for a variety of reasons such as: business, study, employment etc. Malta has a very favourable tax regime which grants Maltese companies and their shareholders various tax incentives. Malta is also a member of the European Union and has introduced the Euro currency on the 1st January 2008. In addition to our official languages (Maltese and English), we work and communicate in other languages such as Italian, French, German, Russian, Romanian, Bulgarian and Chinese amongst others. Furthermore we have unique access to contacts in Malta and a highly efficient international network. Our core values consist of trust, integrity and efficiency amongst others. These values constitute the basis for our day-to-day operations and reflect on our work in every project and engagement. Our aim is to form mutually beneficial long-term relationships, providing tailored solutions to fulfil the specific needs of our clients. The ability to nurture relationships with clients is one of the key strengths and distinguishing features of our firm. Our aim is to continue building on what we have already achieved so far in becoming a trusted partner to our successful clients.

www.acquisition-intl.com

Acquisition International - October 2015 41

Malta has been steadily growing from its independence in 1964 and, when it became a member of the EU, the quality of its growth has increased considerably. Company: Mifsud & Mifsud Advocates Name: Malcolm Mifsud & Cedric Mifsud Email: info@mifsudadvocates.com.mt Web Address: www.mifsudadvocates.com.mt Address: 123, Melita Street, Valletta VLT 1123, Malta Telephone: + 356 21237172

The EU has given Malta a stamp of credibility for a small island with 400,000 inhabitants. Economically and Politically, Malta forms part of one of the most influential economic powers. Investors from the EU look upon Malta as another opportunity to invest in an alternative jurisdiction, embracing the same rules and regulations. Investors from outside the EU look at Malta as a soft landing to the EU, since Malta has a probusiness and pro-investment attitude and is considered to be welcoming when dealing with authorities. Efficient on how it governs major corporate and commercial sectors, one may incorporate a company within a day, and fix an appointment with the Regulators within the week in Malta. The jurisdiction understands that time is money so when an investor makes a decision in favour of Malta, the speedy execution is paramount. Like Malta itself, Mifsud & Mifsud Advocates has seen growth in the quality and the complexity of the issues that we are dealing with on behalf of and for clients. One of the most respected boutique law firms in Malta, Mifsud & Mifsud Advocates, has a dedicated team of lawyers and support staff, who offer personal attention and the best legal advice to its local and foreign clients. A business law firm, Mifsud & Mifsud Advocates deals with all aspects of corporate issues with a corporate services provider, Aegis Corporate Services Limited (www.aegis-malta.com) , now

42 Acquisition International - October 2015

responsible for the administration of companies that are set up and is also licenced to offer fiduciary services to companies. We advise and represent clients involved in the industries of financial services, banks, telecommunications, import-export of goods and services, online gaming, debt recovery, property law issues, aviation, most of maritime law wet and dry issues, immigration, residency and citizenship amongst others. The firm has to be on the ball with all developments and changes and offer products that the business community will perceive as compatible with their business growth. The only way to do this is by investing in talent, which will are and will continue. We do not perceive ourselves to be working in a small economy. We perceive that we are involved in the global economy. Business leaders from these economies look at Malta and a viable option for diversification. Therefore, our view is ambitious and limitless. Very few business leaders have packed their bags and fled to another jurisdiction. Although, Malta is known to be a tax efficient jurisdiction, the business leaders and entrepreneurs who have set up in Malta, have done so to complement their present operations. This means that the business community at large in countries such as in Italy, Cyprus, Greece are determined the recover.

www.acquisition-intl.com

Malta’s Growing Economy: Out-Performing its Peers

Cliff Pace of Malta Stock Exchange explains how the country’s growing economy has made it a hot spot for overseas investors.

Malta has managed to maintain significant growth over the last years because we are a very open economy, that has all the right basic fundamentals such as good government financing, a clear strategy to attract international business to our shores, as well as domestic growth that is fuelled by a strong entrepreneurial spirit. The can- do attitude is supported by a sound framework of financial services and highly professional and cost effective professional services.

Company: Malta Stock Exchange Name: Cliff Pace Email: cpace@borzamalta.com.mt Web Address: www.borzamalta.com.mt Address: Malta Stock Exchange, Garrison Chapel, Castille Square, Valletta Telephone: (00356) 21244051

www.acquisition-intl.com

At The Malta Stock Exchange we provide a structure for admission to listing of financial instruments on the main or alternate EU regulated markets, which may subsequently be traded on the secondary market. The MSE also offers a comprehensive range of Central Securities Depository services, clearing and settlement and custodial services. We have supported the local capital market requirements for almost five years – attracting over €18bn through domestic IPOs that were funded mostly by Maltese retail investors. This was supported by very efficient operations that ensured that the confidence in the market, from both the issuer and the investor side, remained strong, in spite of difficulties in the markets near us. This successful strategy is being complemented by aggressive business development efforts to attract international business, as well as new product development, such as Prospects, an SME oriented capital markets product that should be launched in early 2016.

The fact that Malta are a small economy has created the need to have a strong level of efficiency and creativity amongst the business community and the support services in order to compete. This is compounded by high levels of networking, very good turnaround times, and quality of service at very competitive prices, amongst others. Of course, the problems of being small is that we do not often enjoy the economies of scale that our larger counterparts have, which implies that we need to be that much more efficient and effective in what we do, however technology is an excellent enabler in this regard and we are catching up to larger economies. Being a small community also has its advantages for a firm such as ours, as we are able to keep in touch with our stakeholders, enablers, the Regulator, local Government and customers, and we strive to ensure that our culture of ‘getting it done - well’ is visible, and tangible in what we do. Currently, we are on track to breaking the €1.2bn worth of trade in 2015, and should close the year at a market capitalisation of over €11.2bn. New IPOs are steadily coming to market, and product and business development initiatives should start to bear fruit. We hope to see the new Prospect product launched in Q1 of 2016 which will be a very interesting product for both Maltese SMEs as well as international SMEs.

Acquisition International - October 2015 43

The Rise in Copyright Litigation... Creative works are the lifeblood of many of todayâ&#x20AC;&#x2122;s most successful businesses, meaning that protecting and enforcing these works with copyright has never been more important. Due to a number of factors, including increasing globalisation, it is difficult for companies to know where their next IP issue may arise, meaning that effective 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, trademark licensing in the US, copyright protection is critical to your success and the continued viability of your business.

The Rise in Copyright Litigation...

in Canada Corporate litigation is a key issue in Canada and is a speciality of Goldman, Sloan, Nash and Haber LLP.

For more than 35 years, Goldman Sloan Nash & Haber (GSNH) LLP has helped leading businesses, entrepreneurs and individuals successfully navigate the maze of corporate & commercial law to help protect and grow their businesses. The mid-sized law firm is based in downtown Toronto and provides advice across all major practice areas. Company: Goldman Sloan Nash & Haber LLP Name: John S. McKeown Email: mckeown@gsnh.com Web Address: www.gsnh.com Address: 480 University Avenue, Suite 1600 Toronto, ON M5G 1V2 Telephone: 416-597-3371

John McKeown and those who work with him focus on providing advocacy and advice concerning intellectual property and related matters, including protecting copyrights, trademark, patents, confidential information and misleading advertising and claims under the Competition Act. A growing component of this work relates to intellectual property claims on the Internet. One of the areas the firm specializes in is providing all necessary support to ensure that infringement of intellectual property is dealt with appropriately. GSNH has acted in many disputes in the courts and can assist clients in bringing such proceedings. John, one of the firm’s senior Counsels, is also familiar with the takedown procedure of larger website operators. GSNH is driven by leaders in their respective fields. John is a leading author and also holds positions on committees with the Canadian Bar Association, The American Bar Association and with INTA. These positions ensure that he is at the forefront of legal developments and allow him to cultivate partnerships in the legal environment. John also has particular expertise regarding actions relating to copyright. He is the author of McKeown, Fox, on Canadian Law of Copyright and Industrial Designs (3rd Edition, 2000; 4th Edition, 2003), the leading copyright textbook in Canada. The 4th

edition has been released in a loose-leaf form and builds on the success of the 3rd edition. The text is updated semi-annually. John and the text have been referred to by both the Supreme Court of Canada and the Federal Court of Appeal as an authoritative source. He has also published Brand Management in Canadian Law (1st Edition, 2004; 2nd Edition, 2006; 3rd Edition, 2010) and Canadian Intellectual Property Law and Strategy: Trademarks, Copyright and Industrial Designs (1st Edition 2010 and annual editions since 2013) John’s role within the firm is to supervise obtaining, protecting and licensing trademarks and hundreds of successful trade mark registrations have been obtained. He is involved in many opposition proceedings before the Trade-marks Opposition Board and actions for infringement. In addition to John’s specialist areas the firm has a number of highly skilled staff each with a specific area of expertise. Many, of the firm’s lawyers are well versed in bringing proceedings in the Federal Court, which means that the firm is able to bring proceedings relating to infringement anywhere in Canada. John explains how the firm uses its specialist staff and expert industry knowledge to ensure “GSNH is committed to providing the personalized service of a boutique law firm with the sophistication of a large law firm. We take the legal matters that our clients entrust to us and the success of their business very seriously. We know how our clients’ businesses work and understand what drives their industries and impacts their businesses.” He added that the firm was dedicated to providing its clients with a transparent, easy to use service specifically tailored to meet their needs. “Transparency is vital. GSNH lawyers aim to always exceed our clients’ expectations. Given that every client has a unique expectation, instead of assuming that we know what our clients’ expect, we simply ask them.” The firm ensures that all GSNH lawyers work to understand our client’s business needs and react quickly, in a cost-effective manner. Many GSNH lawyers are Big Law alumni who are redefining the traditional legal model by providing services in a way that better recognizes clients’ needs. The future is looking bright for the firm. “Looking forward, the firm will continue to develop our Practice Groups in core areas, reach into new markets, and embrace efficiencies and innovation in order to build a stronger future.”

www.acquisition-intl.com

Acquisition International - October 2015 45

OC&C STRATEGY CONSULTANTS WINS DOUBLE AT AI M&A AWARDS 2015 OC&C are delighted to have been recognised for our work in Acquisition International’s (AI) 4th annual M&A awards where we were awarded the titles of Best for Traditional Media Acquisitions and Best for Business Unit Strategy for our work in the Technology, Digital and Media spaces. Last year our UK team advised buyers and sellers on over 30 transactions in the corporate and PE sectors, delivering “stellar results and second to none client service”. Who are OC&C? Founded in 1987, OC&C Strategy Consultants operate around the world to bring clear thinking to the most complex issues facing ambitious management. Our TMT team covers all areas of TMT strategy globally with 27 strategy Partners across our international firm. Our M&A Practice covers all our sectors where we guide clients throughout the transaction process, from target search and screen through commercial strategic due diligence to business planning, post merger integration and profit / performance improvement. For more information please email contact@occstrategy.com

www.occstrategy.com

The Rise in Copyright Litigation...

in the USA With the emergence of new ways for creating, using and duplicating creative works in the digital arena have come complicated new issues for copyright law.

Company: Fitzpatrick, Cella, Harper & Scinto Name: Donald J. Curry Email: dcurry@fchs.com Web Address: www.fitzpatrickcella.com Address: 1290 Avenue of the Americas New York, NY 10104-3800 Telephone: 212.218.2296

Fitzpatrick, Cella, Harper & Scinto is an IP specialty firm having nearly 150 attorneys practicing all areas of intellectual property law, including patents, trademarks, copyrights, unfair competition, and trade secrets. The firm’s practice includes applying for patent, trademark and copyright protection, litigation, appeals, interferences, post-grant patent challenges, licensing, opinions, intellectual property-related corporate transactions and due diligence, as well as counselling in these areas. The company has a premier patent litigation practice, and prosecutes more than twice as many patents as any other New York-based firm. Our offices in New York City, Washington, D.C. and Costa Mesa, California serve a national and international clientele from Fortune 500 companies to Internet and other high technology start-ups. Nearly all of their attorneys hold scientific degrees and many also have industry experience. Their clients operate in a wide range of industries including pharmaceuticals, information technology, biotechnology, computers, e-Commerce, telecommunications, finance, electronics, medical devices and imaging, transportation, chemicals and energy. With the emergence of new ways for creating, using and duplicating creative works in the digital arena have come complicated new issues for copyright law. Fitzpatrick has had to adapt to deal with the shifting market. Their Copyright Practice Group advises clients on traditional copyright law issues as well as issues involving new software and digital medias as well as closely monitoring changes in the law as it is applied to new technologies. This ensures that clients’ rights are protected by securing timely registration in the Copyright Office, and enforce their rights through litigation when necessary. One sector which the firm works in is the pharmaceutical industry, as patent protection is a particularly important issue in that industry, where innovator drug companies spend billions of dollars on research and development of new drugs. Fitzpatrick’s clients include many of the world’s major pharmaceutical companies, which entrust the firm with cases involving patents on blockbuster drugs that are vital to their continued growth. They have represented branded pharmaceutical companies in defending their IP against generic challengers for more than twenty-five years, and also assist clients in preparing well in advance to meet such challenges.

monitoring services that ensure their lawyers are apprised of developments in the industry and the law. The Internet has enabled widespread threats to intellectual property rights, with merchandisers able to easily replicate and sell unauthorized copies of copyrighted works. Copycat and confusingly similar domain names permit easy infringement of trademark rights, which is why Fitzpatrick specialises in advising its client in policing the Internet and acts aggressively against infringement, including through litigation if necessary. The import of unauthorized products is another significant threat to intellectual property rights. Fitzpatrick enforces their client’s rights in this area, usually by securing Exclusion Orders from the ITC, obtaining Ex Parte Seizure Orders from federal courts, and preventing unauthorized imports by coordinating efforts with Customs and Border Protection. The firm’s main office is in New York City, the financial capital of the world, putting Fitzpatrick at the centre of their market. It is also close to New Jersey, where many of their pharmaceutical clients are located. Although this creates many opportunities for legal practitioners, the competition is also intense due to the concentration of law firms in this area, which creates a unique and thriving environment for the firm. Fitzpatrick has always had a distinct congenial atmosphere, as the firm recognizes that a team’s contribution is often greater than the sum of its individual parts, and a good working relationship among our lawyers enhances our ability to meet our clients’ needs. The firm emphasizes identifying and recruiting top notch law students for our summer associate program. On campus interviews identify the best candidates and follow up office interviews allow our Recruiting Committee to determine which candidates have the best legal and technical skills to meet our foreseeable needs. It is this internal culture combined with their customer centred philosophy and strong industry knowledge that has put Fitzpatrick, Cella, Harper & Scinto at the very top of their industry, and despite future challenges in the form of the ever changing market they operate in, the outlook is positive for the firm.

However, the firm works in a number of different sectors, and has industry specific practice groups with technically trained lawyers who understand the industry’s technology and stay abreast of industry developments. The company also has internal www.acquisition-intl.com

Acquisition International - October 2015 47

Europe: On the Road to Recovery Over the following pages, we examine how countries across Europe are continuing their journeys back to prosperity and speak to some of the continentâ&#x20AC;&#x2122;s leading firms to get the lowdown on how they are turning the healthier corporate climate to their advantage.

Europe: On the Road to Recovery

The Dynamic Market of Bulgaria Omourtag Petkov explores how Djingov, Gouginski, Kyutchukov and Velichkov has secured its position at the very top of the legal sector in Bulgaria.

Company: Djingov, Gouginski, Kyutchukov and Velichkov Name: Omourtag Petkov Email: dgkv@dgkv.com Web Address: www.dgkv.com Address: 10 Tsar Osvoboditel Blvd. Telephone: +359(0)2 932 1100

Founded in 1994, Djingov, Gouginski, Kyutchukov & Velichkov (DGKV) is the largest and one of the oldest and most prominent business law firms in Bulgaria. It provides first-class legal services, as client reviews and reputable international editions attest. For over two decades now, our firm has played a leading role in providing legal advice to the Bulgarian Government as well as to all types of domestic and foreign corporate clients. The main challenges we have encountered have been those raised by the immature and constantly changing legal environment as well as by a certain mixture of politics and business that has sometimes clashed with the investors’ good intentions. The judiciary is a major institutional challenge in itself, although recently the political establishment has started to demonstrate will for real change. At the same time, Bulgaria and the whole region have offered tremendous opportunities for doing business. In Bulgaria are some of the lowest tax rates in Europe, a stable economic and political environment. DGKV was established to meet the unique needs of the new free market environment in Bulgaria. Our firm’s professional and ethical standards have always been those of the best international law firms, with most of which we have worked on various projects throughout the years.

www.acquisition-intl.com

Many of our lawyers have participated in foreign academic programs and have worked as interns at international law firms and virtually all of our attorneys participate on a regular basis in different domestic and international forums and seminars. Their continuous concentrated joint effort throughout the years has always kept us at the top of the legal market in Bulgaria. With regards to customer service, our firm has a very straightforward approach. It is simply an integral part of the firm’s culture that dedication to the client’s needs and loyalty to the client’s interests, together with uncompromising professional ethics, are the fundamental standard by which each and every one of our lawyers measure him or herself on a daily basis. Every client is unique and we invest all the necessary time and attention to understand his or her exact needs. We are unconventional thinkers when it comes to help our clients to structure and realize their business plans. Also, we have established teams in all major areas of business law, which makes us able to dedicate resources and provide top legal advice at a level that is virtually unique on the Bulgarian legal market. As for the future, we are in the process of developing new practice groups to meet the latest needs of our clients and be able to address all of their legal issues.

Acquisition International - October 2015 49

Company: Tierney IP Name: Niall Tierney Email: niall@tierneyip.com Web Address: www.tierneyip.com Address: 17 Castle Street, Dalkey Business Centre, Dalkey, Co Dublin A96 AH57, Ireland Telephone: + 353 1 254 4116

Ireland: A Return to the Glory Days Tierney IP, a professional Intellectual Property law practice founded in May 2014 and based in Dublin, assists and advises domestic and international clients in the clearance, protection, enforcement and legal exploitation of Soft IP rights such as Trade Marks, Copyright, Designs and Trade Secrets. Niall Tierney, a dual qualified lawyer and Trade Mark Attorney with over 20 years’ in-house and private practice experience gained in Britain, Ireland and Switzerland, reveals how his firms success is down to far more than the luck of the Irish. Ireland’s economic recovery makes it an exciting place to base a start-up legal practice. Ireland’s position as the only English speaking Common law country within the Eurozone provides opportunities that would be of envy to my colleagues based in other EU countries. This advantage is attractive to businesses wishing to locate to a business friendly country with a strong centuries old legal tradition. The creation of the Commercial Court in 2004 and new Court of Appeal in 2014 has done much to enhance Ireland’s reputation as a jurisdiction of choice for many commercial disputes. There are significant challenges and hurdles to operating an independent legal practice in Ireland. In spite of the impending enactment of the Legal Services Regulation Bill, more needs to be done to ensure that Ireland has a streamlined ‘business friendly’ legal system. The majority of my IP international clients are aghast when I tell them that if they want to litigate in Ireland, they potentially have to instruct three different legal professionals, i.e. a specialist IP attorney, a solicitor and a barrister. By way of contrast, if an Irish business wants to litigate in the United States, the normal route is to instruct a specialist Intellectual Property firm which invariably has the team to handle, prepare and advocate the case; all under one roof. I am particularly disappointed that the Irish Government has decided to defer the introduction of ‘multi-disciplinary’ practices in Ireland. I worked in the United Kingdom for the best part of 20 years where multi-disciplinary practices have been in operation and proven to be successful and regulated. It is inexcusable for a modern open economy such as Ireland to lose a significant competitive advantage by not having MDP’s. Being a member of the Eurozone has considerable advantages. Irish exports have been helped by a weak EURO vis-à-vis our main trading partners. The extraordinary close relationship with the United States and the United Kingdom has been a key factor in Ireland’s recovery. Without the dedication and support of many US multi-nationals and our close cultural and economic ties with the United Kingdom, Ireland’s recovery would certainly not have been as quick or impressive. We are an

50 Acquisition International - October 2015

open trading economy and must remain so for the sustainability of economic prosperity. I have worked for a variety of legal practices in Britain and Ireland, seeing at first-hand what works and what does not. One area that needs a substantial re-think is how lawyers charge clients. Those firms which are flexible and willing to work with their clients by adopting and moving away from the traditional ‘time spent’ method of charging are reaping the rewards in the form of increased workload from happy clients. Taking the lessons I learnt in the City into my own practice and remaining constantly attuned to how clients’ wish my services to be delivered, I shy away from charging on a ‘time spent’ basis for the majority of matters I handle. Keeping up to date with emerging developments within the legal sector can be a challenge especially when one has to balance professional development with ensuring that existing clients are receiving a gold plated service. Regularly attending and speaking at conferences is perhaps the best way to keep abreast of developments. Liaising with professionals in other industries encourages one to move away from the sometimes constrained legal mind set and working with a large multi-media organisation in Switzerland instilled into me a commercial awareness which many lawyers lack or don’t appreciate. Client Care lies at the root of a good legal system. I was fortunate to have qualified and worked within the English legal system, one of the best regulated regimes in the world. Being trained as an English Solicitor engenders into you a strong ‘client care’ philosophy. Part of that culture requires you to have your client constantly at the heart of your practice. One of the best ways a client can receive the best possible service is for a legal practice to ensure complete clarity and certainty when it comes to fees. There is nothing a client detests more than opaque and meaningless explanations for work done. Lawyers need to be more willing to actively consider Alternative Billing structures, such as fixed and ‘value based’ fees.

www.acquisition-intl.com

Europe: On the Road to Recovery

As a sole practitioner who has worked both within industry and private practice, I believe I offer and deliver a commercial â&#x20AC;&#x2DC;no nonsenseâ&#x20AC;&#x2122; based service. My practice is fortunate to be small enough to allow me consistently maintain my commercially focussed culture and to ensure that clients will always know that my advice will always be delivered with their needs fully in focus. I like to think that my broad cross-industry and jurisdictional experience marks me out from my competitors. Throughout my career, I have acted for and advised some of the worldsâ&#x20AC;&#x2122; largest corporations and like to think that this has provided me with a vital international insight into how IP legal services should be delivered. I firmly believe that being based in a country which has taken steps towards building a competitive commercially focussed legal system, the future is positive. There has never been a more exciting time to be a lawyer based in Ireland. As a sole practitioner, my plans are obviously constrained by size for the short term. Nonetheless, I intend to capitalise on my extensive cross industry and jurisdictional experience to build up a solid commercially focussed Intellectual Property law practice.

www.acquisition-intl.com

Acquisition International - October 2015 51

Following a number of high profile economic issues, the European economy is finally showing signs of recovery, which is increasing the need for legal consultancy as overseas investors look for guidance in entering the market. Company: CGO Legal Counseling Email: office@cgolegal.pl Web Address: http://en.cgolegal.pl/ Address: Cube Center Piękna 24/26A St. 00-549 Warsaw Telephone: + 353 1 254 4116

One sector in which legal counsel is in demand is Eastern Europe, which combines a growing economy with increasing investor interest. One top legal firm in the region is CGO Legal Counseling. The firm aims to provide high quality services for foreign clients who need legal support in matters concerning Polish law. The law firm employs experienced lawyers capable of rendering legal advice to non-native speakers, with services provided in five languages: Polish, English, German, Spanish and Italian. At CGO Legal Counseling, simplicity and high quality are the values regarded as the most important. The company’s business clients will have the most suitable form of conducting a business activity suggested, they will be assisted when establishing a company, purchasing real estate and provided with ongoing legal assistance. The firm are specialist in providing a number of services to clients in the areas of tax optimization, mass redundancies, bankruptcies, windings-up, corporate transformations including M&As and due diligence. In addition the firm provides complex and tailormade legal services which will satisfy a wide variety of clients. The firm has a separate department for a number of their specialist areas, for example tax law. Polish tax law is characterized by a high level of complexity and ambiguity, therefore the help of specialists in the planning of business operations is strongly recommended. CGO Legal Counseling’s lawyers provides their clients with the tax optimization of transactions (including international solutions), ongoing activity as well as representing them before the tax authorities, Administrative Courts and Polish Supreme Administrative Court. The firm also has a Corporate department, which defined by its support for all entrepreneurs, both domestic and foreign. As part of the service clients find all aspects of tax optimization, corporate restructuring, employment law, service companies are catered for by the firm as well as representation before courts and administrative authorities. The CGO Immigration Department deals with issues of foreigners coming to or already residing on the territory of the Republic of Poland. The firm’s lawyers take care of each case in a comprehensive and professional way. The catalogue of services provided by the team is broad and can be divided into three main categories – residence, employment and citizenship. The firm’s real estate division deals with matters relating to the property, for example assisting in the sale of land transactions and premises, conducting legal audits with regard to the issue of access to

52 Acquisition International - October 2015

a public road, the protection of monuments and ownership relations. Their final department is the litigation department, which provides comprehensive legal and procedural individuals, businesses, authorities of state administration and local government in all aspects of activity in proceedings before courts, administrative courts and the Supreme Court and international courts. The firm has three senior partners, including Michał Gawlak, Legal adviser who graduated with a law degree from the Faculty of Law and Administration at the University of Lodz (specialisation – corporate and economic law). He was a participant in the postgraduate American Law School run by the Michigan State University. He has vast experience in corporate and tax law having advised Polish and foreign entrepreneurs on transformations, corporate and tax solutions. Founder and coordinator of the Lodz branch of the Academia Iuris Foundation – an organisation which provides legal services for indigent persons. He gained his legal experience in the Property and Corporate department of the international law firm – CMS Cameron McKenna and the renowned Polish law firm – Sołtysiński Kawecki & Szlęzak. He has also worked for several law offices in Lodz. His areas of expertise are in civil, economic, labour, intellectual and industrial law and speaks fluent English and German. The second of the firm’s partners is Jakub Chajdas, Attorney-at-law, he graduated with a law degree from the Faculty of Law and Administration at the University of Lodz (specialization – tax law). He studied law at the University of Turin. During his university career he provided legal aid for indigent persons as a participant of the Law Clinic at the University of Lodz Law School. He gained experience at the Tataj Górski Adwokaci law firm. As an adviser responsible for legal matters and contacts with foreign companies, he helped in the introduction of the products of the Italian company ‘TELE System’ into the Polish market. He is a specialist in tax, administrative and civil law with a focus on contracts and speaks fluent English and Italian. Finally there is Piotr Owczarek, Attorney-at-law and PhD student at the University of Lodz. His doctoral dissertation will concern the taxation aspects of transfer pricing. He graduated with a law degree from the Faculty of Law and Administration at the University of Lodz – comparing in his thesis the Polish and German corporate legal systems.

www.acquisition-intl.com

Europe: On the Road to Recovery

He was an Erasmus scholarship holder at the University of Cologne, Germany and a participant of the postgraduate American Law School conducted by Michigan State University professors. His legal knowledge was developed through several apprenticeship experiences – among others: The Department of International Co-operation and European Law of the Ministry of Justice of the Republic of Poland and a renowned Polish law firm – Sołtysiński, Kawecki & Szlęzak in Warsaw. His areas of expertise are: corporate, tax, civil and Internet law and speaks fluent English and German. These specialist staff and the firm’s experience and dedication to quality combine to ensure that every client at CGO Legal Counseling receives the best possible service.

www.acquisition-intl.com

Acquisition International - October 2015 53

Despite previously struggling, the Icelandic economy has started to recover. Benedikt Egill Arnason, Partner of LOGOS Legal Services describes how the economy is improving and how LOGOS has made it through despite the problems.

Company: LOGOS Legal Services Name: Benedikt Egill Arnason, Partner Email: benedikt@logos.is Web Address: www.logos.is Address: Efstaleiti 5 – 103 Reykjavik - Iceland Telephone: +354 540 0300

Since the banking collapse in 2008, there have been capital controls in Iceland which impact nearly all cross border trades as well as trades between residents and non-residents (save for trades in goods and services). The main obstacle of liberalizing the capital controls has been the balance of payments problem facing the Icelandic economy and the entailed risk of excessive outflow of foreign currency. According to governmental calculations, the overall scope of the balance of payments problem is approx. ISK 1,200 billion (around EUR 8.5 billion) and the problem largely relates to the estates of the old banks (Glitnir, Kaupthing and Landsbanki) that are currently in winding up proceedings. On 8 June 2015, the Icelandic government introduced at a press conference its plan for the liberalisation of the capital controls and it is generally expected that the balance of payments problem relating to the old bank estates will be resolved within the next year and the capital controls may gradually be released. The capital controls provided new challenges and opportunities for the firm as a significant new practice area was literally born overnight. Therefore, the capital controls represent an excellent example how important it is to be constantly on alert to new developments in the economy and to be prepared once our clients seek advice on new developments. However, things are beginning to improve and there is now increased optimism that Iceland has broken through the deep recession that followed the banking collapse in 2008. We would consider that there are many combined factors that contribute to the recovery in the nation’s economy. The decisions that were taken in the aftermath of the banking collapse seem to have turned out to be successful, namely by not nationalising the old banks, devaluating the currency, imposing capital controls, seeking financing and guidance of the IMF and that the Icesave dispute did not lead to the liability of the Icelandic state. At the same time, key pillars of the economy have been performing well, such as the fisheries sector, and the tourism sector has been expanding rapidly since 2008. In order for Iceland to sustain its economic growth it is imperative that the measures that have been taken in respect to the winding up proceedings of the old banks turn out to be successful so that the balance of payments problem can be minimised. We consider important that financial stability is maintained in Iceland and that treasury debts continue to decline. Furthermore, that the capital controls will be liberalized to the extent possible and last but not least, that lessons are learned from the years leading up to the banking collapse in 2008.

back to 1907. The firm’s work primarily relates to corporate and commercial law while we pride ourselves of being a full service firm, meaning that we have specialised lawyers to handle all engagements in any area of the law. On the basis of this experience, we would advise companies working within a similarly struggling economy to consider carefully how their business can adapt to a recession. At first, it would always seem necessary to limit operations but that does not always have to be the case. As an example, many export businesses were presented with opportunities as the national currency (ISK) devaluated. As for ourselves, the workload in our restructuring and insolvency practice area was heavily increased and new practice areas were born, such as in respect to the capital controls. Therefore, while it is important to look inwards it is also essential to be constantly on the lookout for new opportunities that can present themselves without any notice. LOGOS’s business model is based on the true partnership model, i.e. the firm’s earnings are divided equally between the partners, so that an incentive is created within the firm to share knowledge and treat every client as a client of the firm by utilizing the specialisation of our lawyers. We have long recognized that individual client account lawyers may not be the best suited persons to take on tasks in areas where other lawyers within the firm are experts on. Therefore, we gather strength from being the largest law firm in Iceland and utilizing the specialisation that that exists within our firm which we believe key in providing our clients with the best possible service. Our firm draws strength from being a full service law firm and our lawyers have sought out specialisation in all areas of the law, both through experience and education in many of the most revered universities in the world. Therefore, we consider that we can draw strength from the specialisation that exists within the firm. Moreover, the firm has been through the years top ranked by the leading ranking firms, such as Chambers and Partners, IFLR 1000 and Legal 500. Ever since the banking collapse in 2008, the firm has been heavily engaged in the winding up proceedings of Glitnir, Kaupthing and Landsbanki, as well as the restructuring of many of the largest companies in Iceland. As the winding up proceedings of the estates are drawing to an end, we look forward to face new challenges in a different environment. We hope to be able to continue to build on the expertise that exists within the firm and to be of assistance to our clients in a different landscape. That means that we must be adaptable and be open to any new developments, irrespective whether they are positive or negative.

LOGOS is the largest law firm in Iceland with offices in Reykjavik and London that provides legal services based upon the firm’s legacy of legal practice going

54 Acquisition International - October 2015

www.acquisition-intl.com

Europe: On the Road to Recovery

Joël Grangé and Florence Bacquet of Flichy Grangé Avocats outline how the French economic situation.

France is certainly facing at the moment some very tough economic challenges and has still not yet fully recovered from the 2008 crisis: whereas most of western Europe has witnessed a visible upturn, France’s economy remains behind with poor GIP growth rate (+0.7% in Q1, flat in Q2), a high level of debt, a still decreasing industrial footprint and an increasingly worrying unemployment rate. In a nutshell, recovery has yet to materialize, and as French lawyers specializing in employment law, most of our activity remains today concentrated on restructuring projects and redundancy plans.

Company: Flichy Grangé Avocats Name: Joël Grangé (above) – Florence Bacquet (right) Email: grange@flichy.com – bacquet@flichy.com Web Address: www.flichygrange.com Address: 66 avenue d’Iéna – 75116 Paris – France Telephone: +33 1 56 62 30 00

which should in practice facilitate the life of some of our clients. Our firm, Flichy Grangé Avocats, is one of Paris’ leading employment and labour law teams (with nearly 70 specialist lawyers, incl. 20 partners, and nine key practices), systematically ranked as a leader in this field by French and international directories.

However, recovery could be just around the corner as the investment levels start to improve and latest polls show that business leaders’ morale is also looking more positive. The current government made significant efforts on investment and is in fact often criticized by leftwingers for this. Considering the high unemployment rate, further emphasis on the matter could be counter-productive, as recent polls show that French companies can still go on producing for some time before having to recruit. On a topic that most concerns our firm, a very recent law soon to be implemented allows for fewer staff representation bodies in smaller companies,

Following high profile economic issues, the European economy is finally showing signs of improvement. We profile German firm Leydig, Voit & Mayer and explore how they are navigating this difficult economic time. Company: Leydig, Voit & Mayer Web Address: www.leydig.com Address: Liebigstrasse 51, 60323 Frankfurt am Main, Germany Telephone: +49 (0)69 713 7798-0

Following high profile economic issues, including the recent Greek financial crisis and the ongoing threat of country’s abandoning the shared currency, as well as spiralling debt among a number of the member states, the European economy is finally beginning to settle down, with signs of growth for a number of member economies and discussions finally taking place to determine the future of the shared currency.

transfers, joint ventures, research and development agreements, and more. Leydig’s attorneys have also handled audits, due diligence, brand expansion, and brand valuation efforts. Alexander Tihonov / Shutterstock.com

Despite this turmoil, a number of firms have continued to grow, with emerging industries such as intellectual property law providing opportunities for growth, with the issues such as technology and the internet changing the landscape and offering new opportunities for firms. Leydig, Voit & Mayer has had a singular focus on intellectual property law since its inception in 1893. Today, Leydig provides intellectual property law services to a global clientele from its headquarters in Chicago and its offices in Washington D.C., the San Francisco Bay Area, and Frankfurt, Germany. The firm routinely advises clients with respect to intellectual property issues in a variety of transactions including mergers, acquisitions, stock www.acquisition-intl.com

Acquisition International - October 2015 55

Foreign Investment If countries across the globe are to continue to strengthen, foreign investment will, in many cases, play a vital role.

Foreign Investment

Jersey: Returning to Growth Jersey’s primary industry is financial services, closely followed by the travel and tourism sector. Jersey has a great infrastructure, boasts a robust regulatory framework, and has excellent travel links. It is a leading offshore centre. Daniel Hainsworth, Director at Hawksford had the chance to share his opinions on how Jersey and Hawksford are moving forward together.

Company: Hawksford Name: Daniel Hainsworth E-Mail: info@hawksford.com Web address: www.hawksford.com Address: 15 Esplanade St Helier, Jersey JE1 1RB Phone: +44 (0)1534 740000

Away from the office, Jersey is a great place to live with short commutes coupled with sandy beaches and a focus on outdoor activities make it a great place for professionals to enjoy their careers and family life. Jersey has an excellent reputation as a leading finance centre, primarily due to our regulatory position and skilled work force. With ever increasing regulation in the industry, only the bigger firms will survive as the costs of meeting these regulations become prohibitive for the smaller firms. This may provide Hawksford with an opportunity to acquire local firms and with it their teams of highly skilled professionals. So our main challenge is closely linked with our main opportunity. We need to continue to apply regulation sensibly because, over time, the volume and complexity of regulation will increase, and so will the cost. The cost of managing these regulations comes at a high price to service providers so we need to ensure we don’t price ourselves out of the market. Jersey Finance is doing an excellent job of developing business relationships in regions such as Asia and the Middle East. Hawksford, an international corporate, private client and funds business, has operating capabilities in Jersey, Singapore, Hong Kong, Switzerland, the United Arab Emirates, British Virgin Islands, Cayman and New Zealand. Our clients range from small and large corporates to ultra-high net worth individuals. We provide a dedicated range of services for a diverse list of multi-generational families through our family office business, administer investment fund work through our funds team, and through our corporate business we offer a broad range of solutions from single entities through to complex multi-jurisdictional structures. Companies must adopt an innovative approach to business. In the professional services industry the client must be at the centre of all a company does, making every interaction productive for the client. Hawksford’s international offices work together as an integrated team, and we continue to grow the business organically and through acquisition to best provide the services our clients want. Our acquisitions are always strategic, ensuring we’re at the forefront of emerging developments. We also remain flexible, thanks to our independence and our geographical footprint, enabling us to make decisions and respond quickly to any developments in our operating markets.

www.acquisition-intl.com

Having worked with several international companies, I can genuinely say that I haven’t come across many international teams who are as genuinely integrated as we are at Hawksford. Everyone is on board with the Hawksford vision and we are all passionate about delivering the highest standards of service. This culture means we deliver exceptionally high standards of client service. We want to be defined in the market place for our committed delivery of impeccable client service therefore we build individual relationships with our clients based on trust, transparency and honesty which goes hand in hand with our business ethos of Thinking beyond tomorrow and outlines how we approach solutions for our clients. It encourages our people to think differently for our clients - to evaluate our client’s longer term objectives and consider the wider context, and thereby deliver structures that meet their short-term objectives, yet are flexible enough to address their future needs. We have been working with some private and commercial clients for many years, across multiple generations, continually delivering insight and exceptional service. We’re constantly looking at the bigger picture, staying one step ahead of our clients so that we exceed their expectations. We listen and we respond. Hawksford’s services have evolved to reflect the changing nature of our clients’ needs and the regulatory regime we work in. Our early success was built on our robust private wealth offering, which remains a cornerstone of the company, while today funds and corporate services are also an integral part of our service offering. Hawksford’s international offices work together as an integrated team, and we continue to grow the business organically and through acquisition to best provide the services our clients want. Our acquisitions are always strategic, ensuring we’re at the forefront of emerging developments. We also remain flexible, thanks to our independence and our geographical footprint, enabling us to make decisions and respond quickly to any developments in our operating markets. Our future is focused on our clients; we will adapt and continue to grow along with their needs. By 2020 our vision is to be known as an international corporate, private client and funds business, which consistently delivers impeccable service and thinks beyond tomorrow.

Acquisition International - October 2015 57

Foreign Investment in Macedonia Employing nine lawyers comprising of two partners, two senior associates and five junior associates, the law firm Chichevaliev & Ilijovski has the single purpose of creating bonds, nurtured through care, responsibility and dedication with our clients, allowing us to provide quality legal services.

The work of Chichevaliev & Ilijovski, working in the corporate law area, largely relates to foreign investments. To date the firm has fully has represented over 70 reputable companies with unparalleled success and more than a dozen major foreign investments in Macedonia, from their entry on the market to their continuous operation and expansion. The firm specialised in representing clients in high value major cases with international trade element. The highest value case with international element which we have won is 8.500.000, 00 US dollars. The percentage of cases won is over 90% while the rest are still in front of the higher courts due to legal remedy procedure. Name: Filip Chichevaliev and Ilija Ilijovski Email: info@chil.mk, chichevaliev@chil.mk, and ilijovski@chil.mk Web Address: www.chil.mk Address: Mitropolit Teodosij Gologanov no.36/1-2 Telephone: +38975303991, +38971211079

Chichevaliev & Ilijovski possess the skill, talent and experience to ensure the smooth operation of every investment endeavour that one may decide to take. The benefits we ensure for your company contributes towards building high profit and safe business in Macedonia. We take care of your business 24/7 from your decision to move on the Macedonian market, to the continuous operation and expansion. As a law firm we build more than a team spirit with our employees. Every member of our firm knows that their contributions are essential in developing the firmâ&#x20AC;&#x2122;s future. The associatesâ&#x20AC;&#x2122; work closely with the partners and the junior associates work the same way with the associates. We depend on the productiveness and effort of our employees the same as they depend on our leadership and experience. Therefore every employee can ask for advice or any type of consultation with the Partners. We have extensive experience in foreign investments and represent more than a dozen major foreign investments in Macedonia, involved in their day to day activities ensuring their smooth operation on the Macedonian market. One of the biggest challenges in the region is the fluctuation of regulations. Macedonia is among the EU markets in the process of harmonizing its legislation with the EU regulation and directives. This change ensures transparency and effectiveness in the system yet requires adaptation to the changes by companies. Quality legal counsel is the only remedy for this challenge

58 Acquisition International - October 2015

The benefits that Macedonia offers to the potential Investors is that its legislation is tailored for Investors with an envisioned corporate income tax of 10%; personal income tax of 11.11 %; VAT: 18% tax on retained earnings: 0%. However these are available only if certain legally prescribed procedures are followed. The agility and knowledge of the legal counsel is of crucial importance in order for specific incentives to be awarded. Aside from the taxes, Macedonia offers incentive systems for doing business in technology and industrial zones which can benefit from tax holidays for up to 10 years for profit tax and personal income tax for the employees, VAT and customs duties exemptions. These zones are used to facilitate economic activities to be performed under special conditions, including tax and other incentives for zone users. The aim of the TIDZ is to support the development of high modern technologies through an application of the highest environmental standards. Additionally, in the past two years Macedonia has founded tourist and medical zones which are developed to offer the investors in these industries major economic and financial advantages and incentives to contribute towards building profitable business in a safe, European environment. Once in a partnership with a company we pledge to be there from the start of the business through to its development and growth. We do not back down when the times get tough for our clients and we will support and guide our clients through to finding an acceptable solution. Our strong commitment, professionalism and efficiency makes making the right choice for clients, faced with important and complicated issues much easier of manage. Above all, the law firm Chichevaliev & Ilijovski values integrity and ethics, the qualities which we fully implement in our work and personal lives. We are aware that other law firms are trial oriented; we however are completely focused on preventing of the escalation of legal problems going to trial. This principle results in great savings of money and time for our clients. So far our involvement has produced reduction in 70% of the litigation costs and time for every company that we work with.

www.acquisition-intl.com

Foreign Investment in Macedonia

Our working atmosphere, commitment and the bonds that we create with our clients, combined with our professionalism, efficiency and ethics make us unique problem solvers who can handle the greatest of challenges while maintaining a professional friendship at the end of the day.

OPIS Zagreb / Shutterstock.com

Our long term strategy is to build on the success that we had this year; we are aiming to maintain its strong standing in the foreign investments area. It is our goal for Law Firm Chichevaliev & Ilijovski to become first stop for every investment in Macedonia and we are determined to achieve stable growth while maintaining the quality level that we now provide for our clients. We are planning serious expansion in the banking sector which will produce opening of a Banking Department in our Firm.

www.acquisition-intl.com

Acquisition International - October 2015 59

Company: S.K. Singhi & Co. Advocates E-Mail: info@sksinghiandco.com Web address: www.sksinghiandco.com Address: 4, Kiran Shankar Roy Road, Raja Chambers, 1st Floor, Kolkata 700 001, West Bengal, India Phone: +91 33 22318652, +91 33 40056425

India: The Rise of a Sleeping Giant Judged as the “Best Rising Indian Law Firm or the Year” by Legal Era Awards in 2014, one of the most prestigious national legal awards, S.K. Singhi & Co Advocates recently announced the appointment of M/s Gani & Co. Solicitors London as their Associates in the UK. Having had the chance to catch up with the firm in light of its recent success, here is what they have reported to us about their rise. A young Professional Indian Law Firm based in Kolkata, S.K. Singhi & Co. Advocates operates through the Network of Associates across the country and beyond the borders. The Company provides specialized advice on Legal, Fiscal, Corporate & Commercial and matters related to Company Law, Infrastructure, Mining, Manufacturing, Real Estate, Banking, Financial Services, NBFCS as well as Insurance, Mutual Funds, Trusts, Societies and Individuals. The firm’s skill and expertise are best suited to the needs of clients who demand quick and specialized professional services. The Firm offers to its clients a positive approach towards fulfilling their targets and objectives in a time-bound schedule with minimum possible cost. The firm is extensively engaged in advising its corporate clients’ on M&A deals at Domestic and International level with focus on Merchant Banking, SEBI Rules and Regulations, Corporate and Baking laws, Listing, FDI’s, Taxation including Transfer Pricing. With copious engagements and experience providing legal advice to Corporations, the firm regularly handles high profile matter of large Indian Corporations as well as successful entrepreneurs across India. As a corporate advisor, we advise clients on all issues, from concept to commencement of a business, regardless of it is in the lines of industrial laws, commercial laws, corporate laws or intellectual property we stand ready to assist. We are equally able to counsel and direct clients regarding the framing of rules and regulations of their respective companies in accordance with the provisions of various statutes. We have a particular strength in assisting and advising clients in matters relating to mergers and acquisitions, including preparation of scheme of amalgamations for the ratio of shares to be exchanged and preparation of the proceedings thereof. When clients are involved in demergers, share-swaps, stock option schemes, stocks and assets etc, in relation to mergers and acquisitions’ deals were are equally adept at providing counsel and advice. If a client decides to disinvest, or participate in the disinvestment process of other Companies for acquisition, the Firm directs the client as to the procedure of going about it and renders services in disinvestment on Turnkey Basis.

60 Acquisition International - October 2015

Having a high degree of proficiency on the Securities and Exchange Board of India Act, 1992 and regulations relating to securities market, S.K. Singhi & Co. frequently advises on the Take Over Code, IPOs, rights issues, open offers, venture capital and insider trading deals. The Firm always strives to achieve smooth take-overs & amalgamations for its clients and does everything in its power to make this possible. We also prepare scheme for revival of Sick Companies. Having given advice and opinion on various aspects of the Companies Act 1956, which includes inter alia and composition of board of directors and control of the company issues relating to share capital, mortgage and hypothecation, voluntary winding up of companies and mergers and acquisitions, we are greatly sought after by companies who find themselves in these situations. In addition to this we stand ready to guide clients with company incorporation formalities and procedures in India. We assist clients when setting up branch, liason and project offices, joint venture companies and wholly owned subsidiaries in keeping with the Foreign Exchange Regulations. We also work with Indian clients wishing to set up offices abroad. Within the organization, we have a separate division for advisory on Accounting & Taxation headed by Mr. Ankur Singhi (Chartered Accountant), whereby we provide assistance to the various corporate & foreign citizens/ foreign nationals residing in India or outside India with regard to the applicability to the taxation to them arising out of their contract or employment or deputation or otherwise. S.K. Singhi & Co was the first law firm in Eastern India to be awarded ISO 9001:2008, certified by the British Standard Institute (BSI) and has been awarded the prestigious title of Best Rising Indian Law Firm of the Year 2013 – 2014 as well as Regional Law Firm of the Year (East) 2014 – 2015 by the Legal Era Awards committee. We were presented with the prestigious “Bengal Entrepreneurship Recognition 2015” by the Bengal Chamber of Commerce and Industry for contributions to the State’s development and economy earlier this September. We were similarly celebrated for “outstanding contributions to the legal services” by the Indian Chamber of Commerce in its 6th National Legal Summit in 2015. www.acquisition-intl.com

Foreign Investment

Mr. S.K. Singhi has been a practicing company secretary prior to establishing a full-fledged Law Firm to provide quick and professional services and solutions to complex legal issues to clients. Through this experience, he highly regarded in the corporate sector furnishing him with the opportunity to head the Corporate Legal Cell of a well-known group in India having diverse business interests.

www.acquisition-intl.com

Currently Mr. Singhi is on the panel of arbitrators of: the Indian Council of Arbitrators (ICA), the Federation of Indian Chamber of Commerce and Industry (FICCI), the Construction Industry Arbitral Council (CIAC) and is a life-member of: the International Council of Consultants and Direct Taxes Professionalâ&#x20AC;&#x2122;s Association.

Acquisition International - October 2015 61

Foreign Investment

Company: Thompson Henry & Associates Email: office@thompsonhenry.com.bb Web: www.taxspecialistgroup.ca Address: Suite 203 - Building 8, Harbour Road, Bridgetown, St. Michael, Barbados W.I. BB11145 Phone: +1 246-836-8555

Barbados: A Profitable Shift in Focus As the Government encourages development in a number of sectors in order to rejuvenate the economy, we profile offshore business consultancy Thompson Henry & Associates and examine how they guide investors and businesses through the shifting economic landscape. Thompson Henry & Associates provide cost effective offshore services to entrepreneurs and their closelyheld businesses operating in the global economy. The firm has a strong team which is responsive to their client’s business needs in the country. The firm provides a full-range of offshore business services at competitive rates, including tax planning, out-sourced financing, strategic planning, management and other financial services in Barbados and other major offshore financial centres. The two senior partners of the firm are Tyson W. Thompson and F. Howard Henry. They founded the firm in 2004 and are both experts in Caribbean and international tax advisory services to a wide range of international, regional and Barbados clients. As a designated tax treaty country, Barbados offers legitimate tax planning advantages for earning international income in Barbados and offshore at favourable tax rates in Barbados. Thompson Henry & Associates specialise in assisting with a number of corporate tax issues, including working with active business companies, investment holding companies and offshore trusts to help with a number of tax issues.

www.acquisition-intl.com

In addition to this the firm specialises in corporate setups, helping entrepreneurs with incorporation/ formation of all types of incorporations in Barbados and other Caribbean islands, as well as assisting with offshore banking arrangements and organising legal and directorial meetings. Ensuring their client’s needs are fully met is of the utmost importance to the firm, which is why they also offer a variety of services covering the management and financial organisation of their clients, which include support with, bookkeeping, accounting and secretarial; filing of annual tax and corporate returns; business plans and budgeting and personnel recruitment and placements. This vast variety of services ensures that every aspect of their client’s business is supported by Thompson Henry & Associates. As technology and ecommerce varies internationally, clients of Thompson Henry & Associates can also request services such as internet website and e-mail hosting as well as computerized accounting and data systems which enables clients to easily set up their new business’s technological presence.

Acquisition International - October 2015 63

The Arab Investment & Export Credit Guarantee Corporation “DHAMAN” Company: The Arab Investment & Export Credit Guarantee Corporation ‘’DHAMAN’’ Name: Mohamed Chatti, Director, Operations Department. Email: chatti@dhaman.org Web Address: www.dhaman.org Address: The Arab Organizations Building, 5th floor, Airport Road, Al Shuwaikh, Kuwait. Telephone: +965 2495 9555

Rated AA by Standard & Poor’s, the Arab Investment & Export Credit Guarantee Corporation (“DHAMAN”) is a credit and political risk insurer with full juridical personality and a multilateral status. Spread across 21 Arab countries, it is headquartered in Kuwait and has a representative office in Riyadh. Since 1974, the firm has played a significant role in promoting Arab foreign trade as well as foreign direct investment flows into Arab countries through investment insurance, trade credit insurance and the provision of adequate guarantees to financial institutions. We spoke to Director, Operations Department, Mohamed Chatti, who told us more about his firm.

Our activities cover twenty one Arab member countries. With over 40 years of operational experience in the Arab region, we are recognized as a major enabler of trade and investment for sustainable social and economic development in Arab countries. As a multilateral development institution, we have a long lasting capital support from our member countries with which we enjoy a Preferred Creditor Status enshrined in our Convention which has been ratified by the parliaments of all member countries. This means that member countries grant the loans and the investments we insure a preferential treatment that insulates them from foreign exchange crisis as well as from sovereign risks. The Preferred Creditor Status therefore mitigates risks for lenders and investors who subscribe political risk insurance policies with DHAMAN. In addition to our core business which consists in providing Political Risk Insurance to investors investing in Arab countries and taking into consideration that in developing countries FDI continues to be the most important source of foreign financing by far surpassing inflows of official development assistance and other types of private capital inflows, we conduct research related both to the evaluation of the business environment and to the identification of investment opportunities in Arab countries. In this regard we publish every year a “Report on Investment Climate in Arab Countries”, a much-appreciated guide for investors intending to invest in Arab countries. We have also launched in 2013 the Dhaman Investment Attractiveness Index (DIAI) which is an innovative composite measure that adequately describes a host country’s attraction 64 Acquisition International - October 2015

for FDI and benchmarks the attractiveness of 110 countries to receive foreign investment allocations. These efforts place DHAMAN as an inescapable professional partner of investors interested in the Arab region. Our firm faces a number of major challenges, such as: • High operating risks in a number of member countries, especially since 2011 • Increasing competition from global credit insurers (some of which apply dumping practices by fronting activities through local partners) besides of course the national ECAs As for opportunities: • Increasing demand for political and credit risks insurance in Member countries due to the prevailing unrest. • Expanding Dhaman’s scope of cover in terms of products offerings, types of political risks covered, as well as international & regional client base. • Dhaman’s wholesaler role in Arab countries through steady increase of shares in inward quota share treaties. With the ultimate objective of assisting our clients to overcome financial, operational, and political challenges in the course of doing business in the Arab World, our core values are: • Creating long term partnerships with our counterparts • Employing our technical know-how and regional experience & connections • Maximizing our available financial resources

www.acquisition-intl.com

Foreign Investment

Such endeavors are embedded at all managerial levels and practices. We are constantly upgrading our services in terms of new product offerings, response time, increasing capacity, let alone have market specialists to enhance not only our practices but our relationships with market players. This insures that our customers get the best possible service.

Our industry is constantly changing, so to ensure that we stay at the forefront of emerging developments we strive to strengthen our relationships with leading industry players and participate in major industry events. We constantly try to adapt and adopt these developments at Dhaman to ensure our customers receive the most relevant and up to date service possible. We distinguish ourselves from our competitors by ensuring we have unequivocal backing & support from very strong major shareholders, rated A+ for the most part, in addition to the high level contacts we maintain with the financial authorities / central banks within the Arab World due to our multilateral status/shareholding structure, which help us tremendously in dealing with claims, compensation & recovery processes.

www.acquisition-intl.com

In the future, economic activities shall continue despite the turbulent oil prices affecting oil producing countries, or the geopolitical instability in the region, both of which added a new risk dimension to the regionâ&#x20AC;&#x2122;s growth outlook. Such new risk environment would require a prudent mitigated approach to be adopted by investors, exporters and banks already involved in the market or intending to, and that would continue to open up vast market opportunities for us, and for which we shall apply all our resources, human, technical & financial, to provide the necessary service & support.

Acquisition International - October 2015 65

Internal Audit: The Catalyst for Growth? The Eastern Caribbean is poised for growth and PACCS Inc is leading the charge as it get in front of the eight ball.

Company: PACCS Inc Name: Sandra Baptist Web Address: www.strategyprofitsgrowth.com Address: St. John’s, Antigua Telephone: 268-732-4734

PACCS Inc. is a dedicated team of professionals, committed to helping: Non-Bank Financial Institutions; hotels; statutory organizations; growth-oriented companies; business owners as well as visionary entrepreneurs and their teams to generate and manage their internal control systems and processes. In addition to this these firms can use PACCS Inc to create, plan and track uncommon strategies to create unconventional profits and massive growth. How do we do this? All companies, from small businesses to big conglomerates, want their business to grow, but what prevents this from occurring? There are many answers to this question, including bad management and over-spending, however chief amongst these is the lack of internal controls which severely reduces or even eliminates the potential of the company to grow. Internal audit has often been called the “catalyst for growth” through its three-pronged approach of Risk Management, Governance and Internal Controls. This type of audit strengthens and solidifies a company’s potential to overcome fraud and operational leakages. Internal audit strengthens a company’s bottom line, ensures the completeness of revenue recognition and prevents the potential loss of millions of dollars in assets. Regular internal audit checks allow the company to run more efficiently, ensuring resources aren’t lost, and that there are minimal errors and losses and less unpleasant surprises. Internal controls serve as the first line of defense in fraud and violations of laws, regulations and provisions of contracts and agreements, according to withum.com. This is why Internal Audits are different from External Audits and even though we provide both services we must be authentic and share why our focus has shifted to providing more and more services that would grow an organisation. An external auditor does not look for fraud throughout the audit process as they work on a

66 Acquisition International - October 2015

sample basis to test the financial systems within the company and provides their experienced opinion on the truthfulness of the financial statements. An external audit, which is a statutory requirement, usually occurs once per year and well after the year has been completed. This process focuses on finance and the key risks associated with the organization’s financial business and so the timeline of undertaking an external audit does not lend itself to being a proactive solution for a company’s growth and hence cannot be used as a vehicle for growth. PACCS Inc. was founded by Sandra Baptist, FCCA, who is the CEO and Managing Director. Sandra has a degree in Accounting and Financial Management from the University of Essex in the UK. She received her professional designation from the Association of Chartered Certified Accountants (ACCA) and is a Practising Member of the Institute of Chartered Accountants of the Eastern Caribbean (ICAEC). Ms Baptist is a Chartered Accountant with over 23 years’ experience in the accounting and audit of various industries, including commercial and offshore banks, trust and gaming institutions, insurance companies, service and retail businesses. “All our services focus on growth of the organization; growth for small and medium-sized entities (SME’s) as well as corporate and statutory organizations. Our focus is also on the growth of Entrepreneurship within the Caribbean through the Caribbean Business Academy and also within our country through the Antigua Barbuda Association of Small Business Owners. Entrepreneurship is definitely on the rise within the Caribbean”, says Ms Baptist. Our External or financial audits are offered to a variety of companies and SME’s, most of them operating in service industries while our Internal Audit and consultancy services are offered to Non-Bank Financial Institutions (NBFI’s) including Insurance and Gaming companies and Credit Unions; Hotels; Statutory Organizations and SME’s within the Caribbean region. During the year the company offers a number of Internal Audit Workshops and Round Tables and in Fall 2016, the 1st Annual Risk Management, Governance and Internal Controls Conference will be held in St. John’s, Antigua. www.acquisition-intl.com

Foreign Investment

Our Founder, Sandra Baptist, is an entrepreneurial financial strategist, a Certified Business Coach, a Certified Guerrilla Marketing Adviser and a Certified LivePlan Expert Advisor. As well as being a leading entrepreneur, Sandra is also a number one International Best-Selling Author. Her first book, Unlock The Code became a number one best-seller on Amazon within five hours. She is one of the co-authors of “Ready. Aim. Influence!” with Carlos Slim, the World’s Richest man, Marshall Goldsmith and others. Sandra has also been a mentor for the past three years for the Richard Branson Centre of Entrepreneurship and she has been featured on a number of local and international media.

www.acquisition-intl.com

For those doing business in the Eastern Caribbean, PACCS Inc offers the Antigua Business Office, an all-purpose accounting and financial hub just for High Net-Worth Persons living in or doing business in Antigua or the Caribbean, who need the following business services on an on-going basis: • • • • • • • • •

Accounting and Tax services Registered office facilities Corporate nominee services Conference Facilities Support with sale or purchase of real estate Real estate accounting Business Development Concierge Services Cash management (bill paying, cash flow, budgeting, etc.)

• • • • • •

Administrative Services Document & record management Collection and filing of your administrative documents Payment of invoices and taxes, and arranging tax compliance Travel arrangements Private secretarial services

Overall, everything we do at PACCS Inc. is dedicated to growing our clients businesses.

Acquisition International - October 2015 67

Foreign Investment in Monaco Monaco is a garnering increased international attention from investors looking to set up businesses, which has led to an increase in advisory firms in the country.

Company: THE LAW OFFICES OF JEAN-CHARLES S. GARDETTO Name: Jean-Charles S. GARDETTO Email: info@gardetto.mc Web Address: www.gardetto.mc Address: 19 boulevard des Moulins – 98000 MONACO Telephone: +377 92 16 16 17

One such firm is The Law Offices of Jean-Charles S. Gardetto, which was established in 1988 by JeanCharles S. Gardetto, a member of the Monaco Bar and former President of the Bar Association.

languages to ensure that foreign clients are fully catered for. We are accustomed to working in an international environment and make our local rules available and understandable to our clients.”

The firm is a Monaco-based law firm working in the areas of litigation and legal advice. It specializes in providing its local and foreign clients, both individuals and corporate entities, with the legal expertise of a team that, through the complementarity of its members, is in a position to handle any legal issue before any court, to advise on the implementation of a wide range of projects and to assist clients wishing to settle in the Principality of Monaco.

In addition to ensuring a strong relationship with its clients, the firm maintains very close connections with the major economic players in Monaco and the local authorities. This approach enables the firm to stay at the very top of its field and provides it with strong partnerships in the industry.

Gardetto have a strong international focus both in terms of the diversity of their clients and the nature of the cases they handle. Jean-Charles S. Gardetto, the firm’s founder, outlines the services the firm provides for its clients: “We offer assistance to foreign clients in obtaining a residency card in Monaco. We can also handle the acquisition or the creation of Monaco companies including banks and the creation of funds. We assist our clients for the acquisition of real estate and other significant assets. Some notable transactions we have already participated in include the acquisition of banks, hotels and a TV station. “Our service is unique as we offer tailor made services to foreign high net worth individuals as well as corporate clients. “We are a team of professionals dedicated to serve the client in compliance with the ethical standards of the legal profession. Jean-Charles S. Gardetto has been practicing law as an attorney member of the Monaco bar for 27 years and was even the president of the bar association from 2011 to 2012. Our associates are all graduates of law schools in France and other countries and have passed the bar exam in France, and gained substantial experience in various law firms. “We maintain our standards of efficiency and quality of service by making sure our associates benefit from regular ongoing training on various changing aspects of local as well as foreign law, as well as being certified ISO 9001 for the quality of our legal services. “The culture of our firm is international, so everyone speaks English and some are also fluent in other 68 Acquisition International - October 2015

Working in an open economy obliges the firm to react quickly to its clients’ requests and to offer them a personalized service fitted to their needs and expectations, while always keeping an eye on the evolution of the legal and economic environment to propose the suited solutions. Jean-Charles commented on the exciting challenges working in Monaco’s open market brought to the firm and how they handle them. “Monaco is a place where a lot of people from other countries decide to settle down and to eventually create a business. “Therefore we make sure to adapt to the needs of these specific private foreign clients in terms of residence, lease, real estate purchase, investments, banking, family law, wills and estates law as well as trusts. We are used to dealing with these matters whether for legal advice or for litigation before Monaco Courts. “We offer these clients the opportunity to set up companies and advise them on business and regulatory issues in Monaco. “Monaco being both a city and a State, we have the opportunity to handle very interesting and important cases in various fields before the courts: real estate, banking, company law, contracts, family law issues such as international divorces, international estates, and also white collar criminal cases, intellectual property, as well as rendering advice in those fields for instance on the occasion of the acquisition, the setting up or the winding up of companies.” In the future, Jean-Charles made it clear that the firm was fully focused on growth and expanding their industry partners. “We plan to expand by hiring new lawyers and by continuing to participate in international events such www.acquisition-intl.com

Foreign Investment

as professional conferences and seminars around the world. We are also developing our network of foreign “best friends” lawyers to accompany our clients beyond the borders of Monaco via our membership in several alliances of law fir‎ms worldwide such as Meritas or Interlegal and by being active members of the International Bar association and the International Lawyers Union.”

www.acquisition-intl.com

Acquisition International - October 2015 69

Foreign Investment in Brazil As foreign investment in the country continues to maintain a robust level, there is a rising demand for consultancy. We profile Barral M Jorge Consultores Associados.

Company: Barral M Jorge Consultores Associados Email: brasilia@barralmjorge.com.br Web Address: www.barralmjorge.com.br Address: SHIS QI 25, CJ 12, Casa 15 - Lago Sul Brasília – DF – 71660-320 Telephone: +[55] 61 3223-2700

Barral M Jorge Consultores Associados – BMJ, is a company which specializes in providing consulting services in International Trade, Government Relations and Investment Projects. It was founded in 2011 by Miguel Jorge, former Minister of Development, Industry and Foreign Trade, and Welber Barral, former Secretary of Foreign Trade. With offices in Brasilia and Sao Paulo, and partners in Washington / DC and Paris, the firm operates in various areas such as trade defence, public policy analysis and international negotiations, meeting the specific needs of businesses, professional associations and other institutions. Besides having a multi-disciplinary framework analysts, the consultancy has a client base covering various economic sectors, allowing the provision of services is in line with an international market in constant transformation. The firm strives for technical excellence in providing differentiated consultancy and services. Barral M Jorge believe that effective problem solving encompasses knowledge of the needs and business trends of customers, and entail the ability to anticipate risks, maximize opportunities, and offer simple solutions to complex issues. One of the most important comparative advantages of Barral M Jorge is their team of experienced and highly qualified professionals. The firm’s analysts hold deep knowledge of the social environment, economic and politics of the country and specific area of activity of each client. The portfolio of Barral M Jorge’s clients includes companies, professional associations and other institutions, domestic and foreign, operating in various economic sectors such as IT, consumer goods, agriculture; banking and insurance; telecommunications and defence and aerospace. In addition to their offices analysts board in Sao Paulo and Brasilia, Barral M Jorge maintains an extensive network of collaborators in Brazil and abroad, covering a strong interaction with universities and research groups. The portfolio of Barral M Jorge services includes complete solutions to help them in the best strategy choice to achieve their goals. These solutions are grouped into three main areas of activity: Government Relations, International Trade and Investment Projects. All the firm’s projects are characterized by a number of factors: alignment with the customer’s specific needs; actions for short and long term; making recommendations which are well informed and providing practical and implementable operations.

70 Acquisition International - October 2015

The firm specialise in three main areas, Government Relations, International trade and Investment Projects, all of which benefit from the firm’s expertise and dedicated customer centred approach. Barral M Jorge’s main area of expertise is Government Relations. Their office’s prime location in the federal capital of the country allows the firm to monitor the main political events in the National Congress and the Executive Branch, to identify the emergence of risks in the immediate situation and propose answers in a timely manner. The core of the Government Relations department at Barral M Jorge develops services of strategy, intelligence and monitoring related to public policies in order to be a facilitator of public-private relationship. The firm also specialises in international trade. The effective insertion in international trade brings many opportunities for businesses, such as access to new markets, expanding customer base, economies of scale, tax benefits that result in overall cost savings and increased efficiency to companies. In order to benefit from the prerogatives of international trade, it is imperative that companies operating in Brazil, or interested in working in this country are aware of the legal, tax and administrative aspects regents of Brazilian foreign trade. Relying on professional graduates of the frames of the Ministry of Development, Industry and Foreign Trade and the private sector, Barral M Jorge is able to offer support in a wide range of services related to foreign trade transactions, trade protection and international trade. Businesses analysing the investment prospects in the country will also benefit from the firm’s expertise. Successful agents in the business world are ahead of the market by shifting their operations to suit the constant changes in the macroeconomic scenario. For decision-making, it is essential for companies to know the trends of its segment as well as the risks and regulatory aspects of each segment. Barral M Jorge has proven experience in the analysis of economic and industry environment, corporate affairs and organizational strategy. Be it in the development of entry tactics in the market, upgrading the existing portfolio or the preparation of scenarios analysis, Barral M Jorge is the ideal partner. Barral MJorge & Associates has won Acquisition International’s Finance Awards 2014 for both categories of Trade Remedies and Government Relations consulting services. www.acquisition-intl.com

Foreign Investment

Ernst & Young Discuss Foreign Investment EY is a global leader in assurance, tax, transactions and advisory services. . Enrique Oliveros, EY Peru Transactions & Corporate Finance Services Leader, discusses how the firm has capitalized on recent economic success in the country. Company: EY Peru Name: Enrique Oliveros Email: enrique.oliveros@pe.ey.com Web Address: ey.com/pe Address: Av. Victor A. Belaunde 171, Lima 27, Peru Telephone: +511 4114444

It is an exciting time for the Peruvian economy and as a firm we are keen to capitalize on this. EY Peru has a very strong presence among local clients, serving more than 82% of the top 100 companies and auditing nine of the 10 largest economic groups. With over 50 years of presence in Peru, EY has accompanied its clients in their growth journey helping them to create value for their shareholders. Nowadays many of these companies are beginning to expand abroad, mainly to neighboring countries, and EY is their partner in their new ventures. Through our Transactions & Corporate Finance (TAS) team we have helped our clients identify and evaluate investment opportunities as well as negotiate, close and finance acquisitions. There are a number of other great advantages to working within Peru besides the recent economic growth. Our country has a great geographic location that makes it a natural hub for commerce within South America and with Asia. The Pacific Alliance and other commercial treaties will allow Peru to benefit from this advantage. Peru´s biodiversity and weather are also a great advantage for agriculture investments, especially for some organic crops now in great demand in the market. Having a young population provides our country with a skilled labor force and a growing middle class that demands more products and services enhancing domestic consumption and GDP growth. However, as is the case with most developing countries, Peru has many challenges upfront. One of the most important is moving from being mainly a commodity exporting economy to a more industrialized economy that produces value added products. Lack of infrastructure is also a major issue as it affects competitiveness and hampers growth. Additionally, I would mention the need to invest in education and innovation as well as in institutional strength. Peruvian businesses are affected by what happens in local politics as well as the lack of strong institutions. Current lack of confidence in business environment is mostly a consequence of what is happening on the political front rather than macroeconomic problems. As many emerging economies Peru also faces the challenge of a better wealth distribution and if this issue is not addressed properly it could result in social unrest.

www.acquisition-intl.com

Despite these issues, many businesses are flourishing, including ours. EY Peru is uniquely positioned to serve its clients with its strong local presence and global reach. We have a very strong team, leader in our market, with broad experience, great relationships and deep knowledge of local markets. Being part of a global network gives us access to best market practices and global contacts that can be used as required in cross border or complex deals. This unique combination of local presence and global reach makes a huge difference when executing transactions and our clients recognize this fact with their preference and repeat business. Our main aim as a business is to build a better business environment, with increased trust and confidence in business, sustainable growth, development of talent in all its forms, and greater collaboration- through our own actions and in cooperation with individuals and like-minded organizations. This is our purpose, and the reason we exist as an organization. We specialize in Transactions & Corporate Finance (TAS) activities and have a dedicated team of 40 professionals led by three Partners with broad local and international experience. Our TAS team has executed transactions in diverse sectors such as infrastructure, banking, mining and metals, retail, oil & gas and energy. Being part of EY Global allows us set up cross-border teams to better serve our clients when a deal requires specific skills. Aligned to this precept, our work culture is guided by having high performance teams that generate optimal solutions for our customers. Looking forward, we are optimistic with Peru´s future and the opportunities this country offers. We are the only Big four firm that has opened offices outside of Lima, in Chiclayo and Arequipa, north and south of Peru respectively. We expect that in a few years we will see the emergence of new “blue chips” from cities different than Lima and we want to be their partner in this process. We also believe that more Peruvian firms are going to start expanding abroad and we are ready to be their advisors in achieving their growth objectives. Finally, I would mention that one of our big bets is the infrastructure sector where we expect much activity given the huge gap in investments in the sector.

Acquisition International - October 2015 71

The Power of Mediation... With businesses growing and expanding at such a rapid rate over the last 12 months, disputes and conflicts within the workplace have risen in kind. Mediation is a cost effective and informal way of resolving issues arising from business relationship breakdowns and, unlike when settling in court or before a conciliation committee, mediation does away with the legal paperwork to reach a lasting win-win solution quickly within a matter of hours or days.

The Power of Mediation...

in Germany Müller Schupfner & Partner is an established full-service law firm in the field of intellectual property who specialise in using mediation to resolve disputes.

Company: Müller Schupfner & Partner Name: F. Peter Müller E-Mail: peter.mueller@propat.de Web address: www.propat.de Address: Bavariaring 11 80336 München, Germany Phone: + 49 (0)89 21 99 12 0

The firm use a team of attorneys who are experienced in dealing with all kinds of national and international clients.

towards the technique and the proven fact that it can help parties to resolve disputes without resorting to costly legal disputes.

Established in 1931, Müller Schupfner & Partner specialise in all areas of intellectual property, including filing and prosecution of IP rights, as well as opposition, revocation and infringement proceedings for multinational companies, medium-sized enterprises, universities, research institutes as well as small entities. Their attorneys have a wide-ranging academic background enabling them to provide IP services in the entire spectrum of technology.

Statistics show that about 70-80% of all mediation procedures are successful, wherein most of them are resolved within one day of mediation session. Unlike legal proceedings which take both time and money to resolve mediation is relatively quick, lessening the negative effects of the dispute on everyone involved.

The firm is dedicated to the fast and effective settlement of disputes, especially through the use of techniques such as negotiation and mediation. F. Peter Müller, the Senior Partner of the firm, has studied mediation at the University of Hagen and attended various mediation training courses globally and has experience mediating in various complex disputes. Peter is a facilitating mediator, which involves using mediation and dialogue to bring parties to a resolution using a solution which develops organically through negotiation with both parties. He is able to inspire parties to imagine options which have not been thought about before entering into the mediation process, through his thorough analysis of the legal options and business options as well as the dynamics of the conflict. Mediation is becoming increasingly popular among businesses in Europe, not only because of the European Mediation Guideline, but also because of the increasing number of legal advisors leaning

Germany has always been quite inexperienced in conducting mediation except for special areas of law, such as family law, construction law or criminal law. However, recent developments show that many other areas of law are increasingly incorporating mediation into their proceedings. An example of this is IP law, where several courts, such as the Court of Munich, offer cost-free mediation procedures. Several judges tend to push parties to mediate, even though a mediation is not yet mandatory in most of the disputes discussed before court. Law firms, such as Müller Schupfner & Partner, need to ensure that they are able to offer their clients all possibilities to solve a conflict, including means of ADR. Everyone is nowadays looking for a quick and cost-effective resolution, unless there are special circumstances which require a court decision, which explains the increased popularity of mediation. Müller Schupfner & Partner has developed gradually but constantly over the past years and is now providing a very client-oriented and cost-efficient legal service, which includes a very close coordination of the dispute with the clients, including an evaluation of risks, costs and outcome, not only at the beginning of the conflict, but permanently during the development of the resolution analysis and its implementation. The firm offers global services via an international network of colleagues who are personally acquainted with the attorneys of Müller Schupfner & Partner and who share the philosophy of the firm. That includes a special focus on the legal, financial and business needs of each client and an adaptation of the strategy to these parameters. Rather than tackling each legal issue equally, Müller Schupfner & Partner searches individually for each client the best possible resolution. The strategy and philosophy of Müller Schupfner & Partner has led to a large portfolio of smaller, mid-sized and global clients who equally enjoy the individual approach and quick, cost-effective and enthusiastic resolution of legal obstacles.

www.acquisition-intl.com

Acquisition International - October 2015 73

ACOQ

速

A World of Solutions In a company or in our personal lives, information is today an essential tool. ACOQ aims to provide all the management information necessary for the installation, maintenance and growth of your business.

contacto@acoq.pt

www.acoq.pt Rua Abade Faria, 36, Lj. Esq 2725-475 Mem Martins, Sintra Portugal

The Power of Mediation...

in the Netherlands Every year organisations spend significant amounts of money on legal fees and severance arrangements for resolving labour conflicts which could be handled professionally by a mediator, limiting the damage and time spent on such conflicts.

Mediation is a form of conflict resolution guided by an independent, neutral third party, the mediator. It is the mediator’s job is to help those involved in the conflict to find their own solutions.

Company: Dialogue BV Name: Monique van de Griendt Email: info@dialoguebv.nl Web Address: www.dialoguebv.nl Address: Lindelaan 12, 1405 AK Bussum Telephone: 035-541 18 44

There are many advantages of mediation over other ways of conflict resolution such as civil litigation, as mediation does not result in a ‘winner’, but end with a result that both parties are happy with. The result is often a creative one, one that civil litigation would not have been able to offer. The relationship between parties is a big part of mediation and is therefore not unnecessarily damaged. Moreover, mediation is a private process and is often of shorter duration and with lower cost than other ways of conflict resolution. This technique is championed by Dialogue, an agency which specialises in developing talent and organisation of highly educated people using a number of techniques such as advice, coaching, mediation and training. Dialogue supports businesses in their organisational development, team development in their teams as well as working with individuals to improve their personal and skills development. Despite its varied skillset and diverse range of abilities Dialogue sees the ability to handle conflicts effectively as one of the most valuable skills. Effective conflict management allows individuals and enables organisations to save time and costs. Most importantly, it also provides the opportunity to add value, both on a personal level and in a professional and business context. The firm are particular advocates of Mediation, which is a versatile conflict resolution technique suitable for different types of conflicts in all kinds of organisations. For example, Dialogue has done successful mediations on conflicts between individual employees, on internal conflicts in management teams and on conflicts about contracts between two companies. Mediation requires the willingness of both parties to talk about the conflict and work together on a solution. Mediation is the core business of the firm’s mediators, enabling them as specialist can guide the process smooth and competent. Dialogue has a team and a large network consisting of mediations with different backgrounds and expertise. The Dialogue mediators are MfN (Mediation Federate Nederland) registered mediators. MfN is the Dutch system that ensures quality, permeant education of enlisted mediation. Dialogue mediators have different specialisation, including in business mediations and family disputes

www.acquisition-intl.com

and have thorough legal knowledge and are experienced and skilled. They are recognised as mediators by the court in Holland. Prior to working with Dialogue their mediators have worked in business, government, education or healthcare jobs or were (former) lawyers or consultants, allowing them to understand and relate to corporate working environments. Besides formal mediations, Dialogue mediators also use their skills for a variety of different uses including: partnership guidance; conflict management; mediation advocacy and collaborative law as well as teaching mediation skills and publishing regularly on mediation and conflict management. The firm is seeing a growing demand for mediation and mediation skills in the business market as companies and organisations are becoming increasingly aware of the high costs due to the settlement of disputes through legal procedures. In addition to this their customers are becoming increasingly aware of the advantages to having their own professionals specialising in conflict management skills and are seeking Dialogue to train them. To strengthen its training, advice and mediation leg in the field of business mediation and mediation skills, Dialogue has an exclusive cooperation agreement with the London-based Centre for Effective Dispute Resolution (CEDR). CEDR is the leading independent commercial service in the field of ADR (Alternative Dispute Resolution - ADR) in Europe and one of the largest ADR organisations worldwide. The two organisations cooperate in the provision of mediation skills and international accreditation at the highest level covering the development and promotion of the negotiation and mediation advocacy skills in business disputes in general. This will contribute to the development of mediation in commercial disputes. As a result of this partnership, Dialogue is now running a unique English specialist course in Business Mediation with CEDR Accreditation. This training is designed to provide the knowledge and skills that participants have gained in a Dutch mediation training, deepen and complement the purpose of the practice of commercial mediations. This course offers mediation skills which will be transferable to a variety of business and legal situations and with the CEDR accreditation those attending the course will have an extra guarantee that the course is the very best on offer. Acquisition International - October 2015 75

2015's Most Innovative Business Leaders Very rarely will a business reach its full potential without a forward-thinking and innovative business leading the way. Here we speak to a number of these leaders to discover more about their backgrounds, approaches and philosophies and find out what they believe it takes to take a business to the very top.

2015 Most Innovative Business Leaders

Premfina PremFina is an innovative white label premium finance solution for UK insurance brokers, run by entrepreneur Bundeep Singh Rangar. He has previously worked in banking, consultancy and technology, which has provided him with experience to found three major investment businesses.

Company: PremFina Name: Bundeep Singh Rangar Email: bundeep.rangar@premfina.com Web Address: www.premfina.com Address: IXL House, 18 Heddon Street, Mayfair, London, W1B 4DA Telephone: +44 (0) 207 745 6210

In addition to PremFina, he is also the Founder of IndusView, India-focused M&A specialist, and IXL Holdings, a European company that helps fill a £191 billion liquidity gap in the UK lending market by providing UK lending companies funding from nonUK financial institutions. Bundeep states that it is his principles that have guided his success. “The story behind my success is the use of two guiding principles: to bring an outsider’s perspective and to rely on people over paperwork to ensure success. The first principle involves the ability to look at a situation and the potential of getting a deal done, outside the biases of those involved solely from the inside. Being an external adviser with the viewpoint of an Indo-Canadian expat living in Britain, I often bring perspectives not visible to others that help find a mutually beneficial common ground. “The second principle revolves around giving priority to the people involved in a deal and not having to second guess the true intentions behind a deal. If the people are reliable and trustworthy, it makes you less reliant on extensive and expensive legal contracts. If the people are unreliable or mal-intended, then paperwork can’t protect you anyway.” As for PremFina’s success, it comes down to the trust, transparency and long-term partnerships which the firm has cultivated, as Bundeep believes that these are the most important factors when dealing with clients. When incorporated within a financial exchange, it builds a long-term relationship rather than a one-off transaction. By delegating authority to brokers, who are the firm’s face to insurance customers, the company also

makes the process of financing insurance policies transparent to the brokers and end-customers alike, which enables PremFina and the brokers to best serve the customers interest and build a trusted partnership. As the newest edition to Bundeep’s portfolio, one of the biggest challenges PremFina faces is making the market aware of their new white-label premium finance solution, as the industry has remained relatively stagnant for over 25 years, with the market being dominated by two incumbent players. Therefore one of the firm’s primary aims is to maximize its visibility in the market through attending the biggest industry events in the UK insurance sector, publishing content in the most established industry titles as well as promoting the company online across various digital channels. PremFina delivers an innovative and unique service, both to clients and brokers, with the firm exploring a variety of different avenues to ensure that they customers continue to return. “What makes us stand out from other premium finance providers is a white-label solution we offer to insurance brokers meaning they can have their own premium finance facility in-house through the software and funding we provide them. This means they can maintain customer relationships instead of handing them over to financing companies, generate co-branded customer communications and higher profit as we share interest-based fee with them. Unlike our competitors, we also offer more flexible, robust market-leading software to manage issuance of loans for insurance policy purchases. Our system also allows brokers to utilize their existing cash for partial funding, enabling them to get a better return on their money.” When asked about keeping up with continuous industry changes Bundeep said: “our cloud based software reflects continuously changing business and legal requirements. These changes are then immediately propagated to all users within the PremFina ecosystem. I’m also a big believer in maintaining a continuous dialogue with industry stakeholders and being active in the industry through events and attending conferences in order to make sure that the changes are reacted to proactively. ” Overall, Bundeep was optimistic for the future and keen to emphasise the firm’s exciting growth potential. “We definitely want to export our innovative model to other markets in Europe and elsewhere. With premium finance being a £33bn market worldwide, there is a big opportunity to go after.”

www.acquisition-intl.com

Acquisition International - October 2015 77

The Medicines Company The Medicines Company is a biopharmaceutical company, whose mission is to save lives, alleviate suffering and contribute to the economics of healthcare by focusing on the leading acute and intensive care hospitals worldwide. The Company distributes and sells its products primarily in the United States, with a smaller organization and a range of emerging partnerships distributing and selling its products in Europe and Asia. Clive A. Meanwell, MD, PhD, Chief Executive Officer of the company, explains the company’s core focus.

Name: Clive A. Meanwell Email: clive.meanwell@themedco.com Web Address: www.themedicinescompany.com Address: 8 Sylvan Way, Parsippany, New Jersey USA

“Our vision is to be a leading provider of technology solutions in three areas: acute cardiovascular care such as treatments for heart attacks and strokes; surgery and perioperative care such as pain and bleeding control; and treatments for serious infectious diseases such as hospital superbugs which have shown resistance to currently available anti-infective drugs. When deployed fully, the solutions we provide not only include new technologies, but also new ways of working and new behaviours by care givers to improve outcomes for patients and the efficiency of overall care.” What sets The Medicines Company apart from others is its focus on acute and intensive care medicine. The firm has developed a strong knowledge of acute care pathways for heart attacks, life-threatening infections and surgical care. “Our main focus as a company is on improving outcomes for very sick patients in hospitals and improving the performance of those professionals that care for them. This is a motivating idea for many of us, especially those with prior personal experience of friends or relatives in hospital care, or from the experiences we have had as healthcare professionals. While we offer competitive remuneration and interesting work, the experience of delivering products that make a difference to hospital patients is the best motivator of all and this idea is central to our culture.” The Company is involved in major product development programs, both clinical trials and manufacturing scale-up, and works with regulators worldwide, such as FDA and EMA, to ensure these new products achieve the highest standards of evidence for drug approvals for marketing. There is tremendous pressure on modern drug providers to produce medicines that are more effective, safe, easier to use and more cost-efficient. Bringing innovative solutions to the market demands collaboration with other institutions and investment of significant money for basic research so that companies such as The Medicines Company can target new drugs. In recent years, genetic studies have opened many new doors to new treatments, which means the Company must develop new products that surpass existing treatments in their

78 Acquisition International - October 2015

performance. Clive explains how the industry has changed and what these changes mean for companies like his. “The design of drug testing is notoriously complex and costly, and necessary regulatory reviews are appropriately arduous and lengthy. In addition, it is now necessary to create a value proposition which provides net economic advantages to healthcare systems including payers. Such work is best done by multidisciplinary teams of scientists, medical personnel, economists, business experts, project managers and others using complex interdependent paths of product development. This can take around eight to 14 years. “The next challenge is to deliver the new product and all the associated knowledge about its use to the market place worldwide, which can take another five to ten years. As the time runs out, so does the intellectual property protection of new drugs, which means that it is necessary to move as quickly as possible to realize returns. Throughout the commercialization period it is essential to monitor drug use carefully in case unanticipated side effects become evident or there is evidence that manufacturing quality may be slipping. “Overall the capital deployed to develop a new drug can be considerable (approaching $2 billion per product) and the risk-adjusted financial returns are not always attractive. In fact, many launched drugs never achieve reasonable rates of return. This means that assiduous portfolio management is a critical competence for us – we only want to invest in the most innovative products.” Proof of medical effect and safety is not enough however, and Clive explains how the firm also ensures that its products provide value and that customers maintain trust in the company, both of which are vital in the industry. “We also have to prove that our products create net value for the health care systems and hospitals where they are used. Historically, value has received less focus in our industry, although we at The Medicines Company take this quite seriously and have been www.acquisition-intl.com

2015 Most Innovative Business Leaders

recognized for our position on providing value in the solutions we offer to our customers. “Trust in healthcare businesses is by far the most important asset. This trust is built by demonstrating competence, consistency, transparency and mutuality. We achieve this by setting and maintaining the highest standards of ethics in all we do and as such The Medicines Company pays a great deal of attention to the behaviors required to build and keep the trust of all those with whom we work.”

“We are launching five new drugs into U.S. hospitals at present: one for heart attack procedures, two for serious infections, one for pain management and one for surgical bleeding. In addition we are developing four new drugs which we believe can prevent heart attacks, deliver safer and more efficient anaesthesia, and treat deadly gram-negative resistant superbugs. These activities will carry us forward into 2016 when we anticipate a wide range of exciting milestones for our products and rapid growth of our top line.”

“That is why we apply what we like to call the “grandmother test.” This means asking the question – “if this product was to be given to your grandmother today, would you be completely comfortable?” If the answer falls anywhere short of 100%, then we always stop and re-examine our actions. “The choices we make are clearly governed by our desire to save lives. We cannot put financial success ahead of human well-being. It’s simply not in our DNA. It’s simply not trustworthy behavior.” Despite all of the challenges involved in producing drugs, one of the biggest issues faced by companies such as The Medicines Company is hiring new, motivated staff to help drive growth in the business. The Company is constantly attracting motivated, expert professionals and empowering them to work as effective disciplined teams. Such people and teams typically build networks, particularly externally, which are indispensable in the healthcare industry. The importance of having skilled and motivated staff is critically important, and to that end, the Company has invested heavily in education and access to cutting edge research programs in universities and other institutions. The firm’s success in attracting new staff, as well as new customers, is firmly rooted in its clientcentred approach. Clive explains the importance of ensuring that customers receive timely support and information. “When deploying new technologies for life-threatening conditions, it is essential to wrap the product in information that attends to the process of care and the education and behaviour of the care givers. There is little room for error when supplying drugs for life-threatening conditions. For example, the use of a new blood thinner in procedures to save patients during a heart attack procedure requires that the product not only meets necessary standards, but also fits the fast paced steps of care, and that the care givers are all completely prepared to use the product safely and effectively, often as a team. This means we need to provide hands- on programs of education and experience to care givers. We have created an entire hospital simulation suite at our headquarters in New Jersey to help us do so. We also have to support customers with ongoing information about the product’s safety and effects. In some circumstances we may provide analysis of the efficiency of care and the economics of treatment.” In the future, the Company is looking to launch a number of innovative new drugs, with Clive making it clear that these new products will unlock the doors for growth in the firm, as the company expands into new markets with new treatments for existing conditions. www.acquisition-intl.com

Acquisition International - October 2015 79

Company: Berkeley Research Group Name: David J. Teece Web Address: www.thinkbrg.com Address: 2200 Powell Street, Suite 1200, Emeryville, CA 94608 Telephone: 510-285-3220

Berkeley Research Group Berkeley Research Group, LLC is a global strategic advisory and expert consulting firm that provides independent advice, data analytics, authoritative studies, expert testimony, investigations, and regulatory and dispute consulting to corporations, financial institutions, government agencies, major law firms, and regulatory bodies around the world. The firm’s experts and consultants combine intellectual rigor with practical, real-world experience and an in-depth understanding of industries, markets and institutions. Their expertise spans economics and finance, data analytics and statistics, and public policy in many of the major sectors of the global economy, including healthcare, banking, information technology, energy, construction, and real estate. They have built up a reputation for excellence which has attracted highly credentialed experts, prominent academics, CPAs, experienced business leaders, former government officials, and seasoned consultants to work for the group. The group leverage the skills of these employees as the strong data analytics helps solve problems and resolve disputes. The group’s founding experts strove to build a company that embodied several key values: it would be run by and for the experts, who would be its backbone; it would embrace a diverse range of disciplines; it would have a flat and lean management structure; management’s role would be to support the experts; and it would design incentives and establish structures to allow cooperation among all geographies and disciplines to deliver world-class client service. The group has expanded on this over the years, however their goal has remained the same: an entirely new professional services model for managing top talent, based on the Silicon Valley model of collaboration, agility, accountability, empowerment, transparency, and choice. Through their relationships with both clients and employees, the group has achieved what it set out to do, but is constantly exploring new challenges and growth opportunities. David Teece, the group’s Chairman and Cofounder, explains the group’s current growth model and how this will continue to grow using this model in the future. “BRG has grown because it has successfully combined a strong compensation model for our people with a unique organizational structure and an entrepreneurial management team. Our compensation model is “market plus” for our top producers, while our organizational structure allows a high level of professional autonomy. At the same time, our model requires greater accountability. One without the other would not work. Together, they have enabled us to achieve double-digit organic growth rates, top line and bottom line, consistently year after year. Our compensation models are transparent,

80 Acquisition International - October 2015

enabling us to avoid the politics of pay and to put all of our energies into business and practice development and high-quality client work. “We believe that our organic growth from 0 to nearly 1,000 people in fewer than six years is unprecedented, which has enabled us to bring our management and organizational innovation to the professional service space.” BRG is headquartered in Emeryville, California, with offices across the United States and in Asia, Australia, Canada, Latin America, and the United Kingdom, highlighting their wide reaching appeal which David believes is down to their approach to clients. “Our strategy is to provide excellent client service, while maintaining our independence. This requires employing top talent that doesn’t need to learn from the client engagement before delivering value. Our experts ‘hit the ground running’ because of their credentials and deep context-specific industry and country knowledge. “We thrive in the midst of tough, high-stakes challenges. Companies trust our independent thinking and ability to find effective and creative approaches to their most complex, unstructured problems. “As a group we also have the agility to assemble teams with the specific, nuanced talent needed to address a particular problem and provide highly specialized and strategic advice, which is what sets us apart from our competitors. “Independence is our stock-in-trade. It is the value that is dear to us not just because half of our work is litigation, arbitration, or regulation related (where independence is mandated), but also because independence is deeply embedded in our truthseeking culture, enabled in part by our commitment to research and to theory-informed and evidencebased advisory consulting.” The group faces a number of challenges which vary by sector. An example is healthcare, where excellent patient-care providers have nevertheless been lacklustre in reaping the benefits, for management purposes, of available data. In antitrust, special issues arise with innovation-fuelled competition (dynamic competition). In global investigations, the scope and size of the projects require coordinated www.acquisition-intl.com

2015 Most Innovative Business Leaders

and cost-effective work. These challenges highlight the varied issues the group has to work with on a daily basis, but despite these the group sees the benefits of working across a number of markets, which include building varied experience. David added a final comment on the future holds for the group. â&#x20AC;&#x153;Looking to the future, the group will continue to grow, all the while providing great client service while refreshing our talent and expanding thoughtful leadership.â&#x20AC;?

www.acquisition-intl.com

Acquisition International - October 2015 81

Smart.

There is an art to due diligence. When you are preparing for a transaction, think Merrill DataSite - the smart, simple, secure virtual data room for your deal.

datasite.com

The Most Highly Regarded Expert Witnesses of 2015

Name: Andy Barile Company: Andrew Barile Consulting Corporation, Inc. Email: abarile@abarileconsult.com Address: 3 Breakfast Court Savannah, Georgia 31411 Phone: 619.507.0354 Web: www.abarileconsult.com

An independent, strategic insurance and reinsurance consulting firm providing insurance solutions to members of the insurance industry, Andrew J. Barile, MBA, CPCU, has over 50 years of experience which expands the entire insurance distribution system to include insured, retail broker, surplus lines broker, reinsurance catastrophe underwriter and captive insurance company board member. Retained by law firms, and listed in A.M. Best’s Directory of Recommended Expert Service Providers, Mr. Barile has been retained as an insurance expert in cases involving Hurricane Katrina, BB&T Insurance Services, AON, General RE/AIG, The World Trade Centre and Guy Carpentry & Company. Mr. Barile has also served as an Arbitrator and testifying insurance litigation expert. To stay in the forefront of emerging insurance developments, Andrew performs feasibility studies for captive insurance companies, operational plans for start-up insurance companies, and works as an active director of insurance and reinsurance companies and captives. Not content to just read some of the best known financial publications and journals such as The Wall Street Journal, Corporate Disputes, Forbes et al Mr. Barile’s interviews and articles will also appear in such publications.

www.acquisition-intl.com

Recently written articles by Andrew, published on LinkedIn, cover the following areas: private equity/ hedge funds investing in global insurance industry, global captive insurance companies’ development in emerging markets, insurance companies need very experienced insurance directors, utilising the profits from your captive insurance company. His other interviews can be found on World Risk and Insurance News. In addition to the articles and interviews, his books: ‘A Practical Guide to Finite Risk Insurance and Reinsurance’, ‘Reinsurance , A Practical Guide ‘have been used in a number of court cases. An independent corporation, Andrew Barile brings his 56 years of experience to his clients. Having focused these years on the insurance distribution system has made his firm unique. He continues to see new insurance litigation consulting global opportunities and focuses on existing cases.

Acquisition International - October 2015 83

???

2015 Third Quarter Update With record levels of deals announced so far this year, 2015 has been an exciting time so for global M&A. As Q3 2015 comes to a close Acquisition International takes stock of the current economic situation across the globe and approaches just one leading player from each jurisdiction to put forward their expert comments and opinion to form part of our quarterly update report.

2015 Third Quarter Update

Founded in 1989, BCMS is an international M&A specialist operating on behalf of the seller and primarily focused on the SME market. With over 20 offices worldwide and nearly 300 professionals on staff, the company has completed over 500 deals in the last decade alone. Company: BCMS Name: Dave Rebbettes Email: https://uk.linkedin.com/ in/daverebbettes Web: www.bcmscorporate.com Telephone: 01635 296193

BCMS has dedicated specialists who work hard to build, maintain and deliver choice for our SME clients. However, it is not all just about choice of the acquirer, despite how crucial this may be to achieving your aspirations. It is also about the seller’s options. Although a trade sale remains the option for most clients, BCMS is experiencing growing deal volumes involving private equity, MBIs and other investment models. Keeping our options open until we understand what will deliver the best result is one of the keys to our success.

Q3 ended on a high: of the twenty-five M&A deals announced internationally by the firm in Q3, eleven were completed in September, which represented a vast array of sectors and transaction types. One growing trend is the increasing number of private equity transactions we are delivering. BCMS is now completing more private equity deals that at any point in our 26-year history - the growth capital investment agreed between Style Research and Lyceum Capital was one of the three private equity deals completed in just four weeks at the end of Q3.

Manufacturing, healthcare and IT are the strongest performing sectors this year. That said, BCMS continues to complete deals across all commercial sectors in a range of deal types from trade sales to MBOs. Recent high-profile completions have included AXA’s acquisition of our client Global Insurance Management, and the sale of premium fabrics supplier Fox Linton Ltd to international textile distributor Jim Thompson M&A activity is intensive in 2015. Internationally, BCMS has reported a record 25 deals in Q3 2015, which represents a 21.8% year-on-year increase on 2014.

CREADEV is supporting entrepreneurial business supporting company owners with strategic and tactical advice. The firm primarily focuses on the SME segment, but are moving into larger companies as they expand themselves. Lars Larsson talks us through the firm’s progress so far this year and what lies in store for them in the year ahead. CREADEV operates a process to ensure their clients business is in the correct market position and support their clients throughout the corporate development process. Initially we provide an intelligence overview and a “health check” on our clients’ business. Based on this, CREADEV discusses with our clients which areas of improvement that are relevant to them. We will then draw up strategic, tactical and operational actions based on what we found in our jointly developed analyses.

Name: Lars Larsson Email: lars.larsson@creadev.se Web Address: www.creadev.se Address: CREADEV, Engelbrektsgatan 4, 5 tr, 114 32 Stockholm, SWEDEN Telephone: +46 70 239 98 19

www.acquisition-intl.com

Subsequently a plan is created jointly with the client to set in place the growth that is required for the business. It may be to do a profitable enterprise profitable or to make a less profitable business

profitable. The starting point is always the business’s current situation and how it can develop from there. The market we operate in is growing substantially. Sweden is a country very depending on its export. More than 50% of the GNP value is exported, which is down from 56% following Lehman Brother collapse. However, the domestic business has grown rapidly since then. Mostly depending on an increase on the consumer market. In the future, it is our vision to become a leading partner on the bubbling market who is the first choice when you need a competent guide for example making M&A. The ambition now is to take another step in that direction.

Acquisition International - October 2015 85

Specializing in, both, open-ended investment funds and related private equity fund transactions, Carlisle Management Company considers itself to be a holistic alternative asset manager, assuming a wide range of tasks over the entire life cycle of the investment. Carlisle develops, initiates, implements and manages minimally correlated, yield-oriented and tax optimized investments specifically for institutional investors and financial intermediaries in the Life Settlements sector.

Company: Carlisle Management Company SCA Name: Jose C Garcia, CEO Email: info@cmclux.com Web Address: www.cmclux.com Address: 9 rue Sainte-Zithe, 1st Floor Luxembourg L-2763 Telephone: +352 268 453 59

The core team at Carlisle has been working together for over a decade in various aspects of the industry. The experience and synergy that comes along with such an extended period of partnership has resulted in a seamless evolution for the direction of the company on both a micro and macro level of development. The company’s proactive stance on internal improvement and its long standing relationships within each of its niche sectors, has allowed Carlisle to excel among its peers in product acquisition, portfolio management, and investment performance.

engaged in a global legal and strategic review to pre-empt any changes that may affect our global client base.

Carlisle has chosen Luxembourg, known as one of the most stringent domiciles for alternative asset managers and alternative investment vehicles, as its headquarters due to the high quality of structures and the transparency this provides with a strong foundation to target and service our global client base.

The management team at Carlisle encourages an open dialogue within ranks of the organisation, understanding that each individual contributor’s daily involvement can be used to identify, and thereby address, the elements and changes that will shape the future of the company, its business, and the investment performance for its clients. For Carlisle, focusing on the future of the business depends heavily on keeping a watchful eye on current market trends at all times. As the popularity of the life settlement asset class grows, more and more investors seek involvement and the basic principles of supply and demand have begun to drive yields in a downward trend. Carlisle’s proactive nature is key to identifying periods of pressure and adjusting acquisition strategies accordingly, in order to stay out in front of market movements. Longstanding relationships with asset providers are continuously strengthened, allowing Carlisle to retain the open lines of communication necessary to track the true heartbeat of the market.

Having grown rapidly to represent a widely diversified investor base, ranging from multi-billion dollar institutions to the most respected private banks and investment management firms in the global investment community today, Carlisle has been found enormous success in 2015 as a management company. Along with high levels of growth, the company’s hard work and planning from the past several years are reflected in the performance of the current year thus far. Carlisle, and its investment vehicles, has been honoured multiple times in 2015, serving to validate the company’s dedication into retaining our competitive advantage. Carlisle’s 3rd quarter has been spent focusing on strengthening an already well-structured pipeline of new investments and assets, while also focusing on the evolution of regulation within the alternative asset sector. The final quarter of the year is providing us with the opportunity to finish the year forcefully while preparing for the challenges and trends we see happening in 2016. Taking a very proactive stance with regards to the never ending changes in the marketplace, Carlisle, as a company, recognizes the necessity to stay one step ahead of the changes in industry in flux, both from an operational and regulatory standpoint. In order to retain our competitive advantage, the company makes it a point to implement new management strategies and protocols, long before it is viewed as an industry standard. Carlisle utilises market-to-market valuation systems as well as independent service providers to furnish a more accurate and transparent representation of assets, spearheading this industry trend. When paired with tax compliant, regulated investment structures in one of the most stringent regulatory domiciles, this provides a fully transparent investment product to investors, who are seeing constant changes in their own regulatory frameworks and guidelines for investment. As the global financial infrastructure continues to interlink and evolve, Carlisle has also 86 Acquisition International - October 2015

At Carlisle, our dedication to our clients; is our top priority. Whether it is in terms of ensuring a seamless interaction with the company, providing a proper allocation strategy or simply by creating products that meet their tax and regulatory requirements, the needs of the client are our main concern. Always operating with the best interests of our clients at heart,

Attention to detail and complete transparency are two of the major keys to a successful deal. When these are combined with a time tested and trusted set of advisors in which to work on a deal with, the result will be well structured transaction with a consistent level of quality and full alignment of interests. A deal is only as good as the people who are involved in it, which is why Carlisle is very selective of its deal partners and advisors. Carlisle is looking forward to a strong finish in 2015 and an even stronger year in 2016. As Carlisle experiences growth, the company’s focus moves forward to stay appraised of the ever-changing marketplace. As more and larger institutions are attracted to the benefits of the life settlement asset class, downward pressure on pricing will continue unless the supply side is rebalanced. Supply side depends very heavily on consumer education as well as a wider footprint for acquisitions which is why Carlisle remains very active within the supply community through participation in industry association campaigns, roundtable discussions and senior education initiatives. By seeking to promote better education within the industry Carlisle can help ensure that quality sourcing remains robust and yields remain predictable, Carlisle continues to strive to strengthen the partnerships we have formed with our service providers and our investors in order to keep us at the forefront of our industry for the foreseeable future.

www.acquisition-intl.com

2015 Third Quarter Update

Michael Lantos, Deputy Managing Partner in the firm, discusses how firm has grown over the year and the services they provide.

Danubia is a leading IP law firm providing services in Hungary and Europe covering patents, trademarks and designs in all fields of technology concerning protecting, enforcing and defending intellectual property rights as well as offering pretrial counseling services.

Company: Danubia Name: Michael Lantos Email: central@danubia.hu Web: www.danubia.com Address: 16 Bajcsy-Zsilinszky út, Budapest, H-1051 Telephone: (+36 1) 411-8700

Danubia has over 65 years’ experience in providing all kinds of IP services requested by clients from all over the world and this has created a solid basis for its reliable professional services combined with reasonable pricing. Together with the cooperating law firm of Sar & Partners a significant experience and skill has been accumulated both in patent and trademark enforcement and litigation. In the course of this practice we not only know and use the IP legal system but also contribute to shaping it either by fighting in favour of the clients up to the highest court level or by suggesting new approaches to the problems we face and also by commenting the drafts of planned amendments in IP legislation.

Recently we have experienced an increase not only in the number of applications to obtain community trademark and design rights, but in the field of trademarks more stakeholders have realized that it is often safer and better to use national trademarks, as they are less vulnerable to earlier rights than community trademarks, and in litigation only domestic use has to be proven, i.e. a use that has taken place far away from our country cannot render a national trademark enforceable. This is why the number of domestic trademark applications is also increasing.

The firm’s field of activity is not limited to Hungary but we are proud to represent several clients overseas before the European Patent Office to obtain and defend their European patent applications and before OHIM in obtaining and defending community trademarks and registered community designs.

SOTERIS PITTAS & CO LLC is a boutique law firm in size only, focusing on the areas of law related to business activity and is dedicated to providing its clients with outstanding, highly personalized, legal representation. Soteris Pittas, the firm’s Founder, discusses the firm’s progress throughout 2015 and what the next year has in store for the firm. Our firm is a boutique ‘institute’ staffed with professionals possessing experience and deep knowledge, with a constant desire to evolve and expand our understanding.

Company: Soteris Pittas & Co LLC Name: Soteris Pittas Email: spittas@pittaslegal.com Web Address: http://pittaslegal.com/en/ Address: 10 Chrysanthou Mylona Str., Magnum House, Cy- 3030 Limassol, Cyprus Telephone: 0035725028460

The lawyers and associates of the firm with their combined skills-set and knowledge can provide comprehensive legal solutions according to the clients’ particular business needs, requirements and objectives. We are committed to representing our clients at all stages of disputes, including negotiation, mediation, arbitration, and litigation, in order to secure just compensation and legal vindication. Our corporate and M & A departments provide fullfledged support ranging from formation of companies world-wide to legal support in complex corporate, commercial and finance transactions.

legal representation with the personal touch characteristic of a boutique law firm. In the future we are looking to evolve and grow. We always provide all of our clients with a personalised service, and what makes it possible is highly professional and experienced staff, so in the future we will be looking to increase their knowledge and gain more experience.

The Firm has close links and strong associations with reputable audit firms, private equity managers, and fiduciaries in Cyprus, Russia and the former CIS countries. We thank our clients for selecting our firm to represent them, and we will continue to work hard to provide them with top quality

www.acquisition-intl.com

Acquisition International - October 2015 87

Mike Hinchliffe, Alex Gross, Jerome Pottier and Alvaro Ortega – Regional Directors, Merrill DataSite.

Company: Merrill DataSite Names: Alex Gross Alvaro Ortega Jerome Pottier Mike Hinchliffe Web Address: www.datasite.com

Supporting a wide range of Corporate clients and hundreds of M&A advisors across Europe each month, Merrill DataSite has an interesting perspective on the world of fledging transactions and new M&A deals. As the world’s leading provider of virtual data room (VDR) solutions for online due diligence, Merrill DataSite is engaged from the very early stages of a transaction, before they hit the newswires, and is therefore an indicator of where M&A activity is hot – or not.

year, by 13%. And, I think this is basically for the same reason as in France, i.e. competition. The number of investors being invited into projects to perform due diligence has fallen from Q3 2014 to Q3 2015 - by around 7% - which to me means less people are being invited into deals, but specific investors are being engaged, with decisions being made more rapidly to close out competition and to start the process of integration.”

We spoke to Regional Directors in Merrill DataSite, working in the UK, Germany, France, Spain, Italy, Netherlands, Turkey and Eastern European markets to get a full picture of the M&A landscape around Europe over the last quarter. Here is what they said:

“For me, Italy has remained static as a territory for M&A transactions year on year. There has been no major drop off in terms of the number of DataSite projects closed in Q3 2015, but equally there has been no major growth in this region either.” said Alvaro Ortega, the DataSite Director for Southern Europe. “The real story for me is in Spain. 100% more projects closed in Q3 2015 than in Q3 last year. Yes, these projects have also closed more quickly, which mirrors what my colleagues have said, but the significant factor is just how much due diligence activity has taken place in this region over the last quarter. I think this has mostly been driven by deals in the Real Estate sector and through cross border transactions.” Sr. Ortega concludes “I don’t see this changing in Q4. I think the Spanish market is looking strong and will stay strong.”

“Looking at a recent review of M&A activity in France, published by Thomson Reuters IFR, announced deal activity in 2015 has declined 37% in France. However, for Merrill DataSite, we closed 50% more due diligence projects here in Q3 2015 than the same time last year.” Jerome Pottier, Director for France. “This echoes what I have seen in my territories; there are more projects closing and they are closing more quickly than in previous years.” “Of the due diligence projects we closed in Q3 2014, our clients had their virtual data rooms open for an average of 323 days, which includes those that had moved into a post-merger integration or data warehousing process. In Q3 this year, however, projects were closing an average of 25% more quickly – a massive decrease in time.” added M. Pottier. “This information indicates that competition over assets has become stronger in France year in year. When you combine the fall in overall activity, mentioned by IFR, with the fact due diligence projects are closing more quickly, I believe it shows there are select opportunities that investors are looking at, and when they come along, they are keen to close them down swiftly and successfully.” Mike Hinchliffe, based in Merrill DataSite’s European headquarters in the UK, said, “The UK has had a massive year in terms of M&A transactions so far. This has been driven by the same forces being seen worldwide: low interest rates, cash-rich Corporates and a huge amount of private equity dry powder. On top of this, much deal activity has come from USbased buyers: for them the UK represents stability, cultural parallels and good growth opportunities”. Mike added, “Like France, the Merrill DataSite due diligence projects that we closed in Q3 2015 have closed more quickly when compared with Q3 last

88 Acquisition International - October 2015

“Turkey, of course, is bucking the trend in Europe.” said Alexander Gross, the DataSite Director responsible for Eastern Europe and Turkey. “While the number of due diligence projects closed in Q3 2015 has exactly doubled in Turkey from this time last year, which is excellent growth, the projects have been open for significantly longer.” “Of the virtual data rooms that closed in Q3 2015, they had been open on average 60% longer than in 2014. This is because investors are taking more time over the due diligence process – with the exception perhaps of those in the Middle East – to ensure the transaction is absolutely right for them before making a buying decision. It is good practice, however, it does differ from nearly every other region I’m involved with, where the volume of projects may have increased, but the time to project closed has significantly shortened, as reinforced by my colleagues.” Merrill DataSite is established as the market-leader for due diligence solutions in Europe and across the world. As first to market, they have many years of experience in supporting M&A and Capital Markets transactions. This unique insight into due diligence activity in Europe over the last quarter shows trends that point to a very positive end to 2015.

www.acquisition-intl.com

2015 Third Quarter Update

Jean-Claude Gonneau, Managing Director of Camden Associates, discusses the firm’s progress and how it will adapt in future.

Mr Gonneau is the Managing director of Camden Associates, an international transactions firm, and supervises a team of three bankers. This year has been a positive, with a lot of advisory work done notably in the private sphere. The level of business has gathered steam which is a good sign and we’re getting a substantial amount of repeat business. However, our market is changing. Using statistics based on the number of virtual data rooms opened for the purpose of conducting due diligence on anticipated transactions, Deal Flow Indicators show that the pattern is changing with activity moving to private markets and to Asia. Company: Camden Associates Name: Jean-Claude Gonneau Email: jcg@camdenassociates.co.uk Web: www.camdenassociates.co.uk Address: 27 Hill street London W1J 5LP Telephone: +44 (0) 20 7290 9812

As we move through to the second half of 2015, with the IPO pipeline building, we expect activity to gain momentum. What we would expect for the global IPO market based on first half of 2015, as improving economic backdrop will underpin increasing appetite for deal activity regardless of the worries generated by the severe market correction of last august. The economic outlook is positive and improving.

Sources of capital for financing a business have multiplied. Alongside traditional capital markets, alternative private financing markets are operating at scale, and the resurgence of interest in M&A puts acquisitions firmly on the corporate agenda. Significant change is clearly under way, although it is much too early to say whether this will be a permanent structural shift in market conditions. One of our recent projects was the financing of Chinese company Snowbird which we co-listed on the Frankfurt stock exchange last year. Earlier in the year we participated in the financing of Theravectys a French biotech company on its fourth round of financing and are now working for Inovio an American biotech company pioneering a novel class of vaccines using SYNCON, a synthetic DNA. Looking ahead to 2016 we will be looking at growth, expanding our current client base and providing them with additional services.

Meanwhile, disruptive innovation is driving dealmaking at every level of the enterprise. Multitrack strategies should continue to grow in importance. Now, the rationale for multitrack is much wider.

Moroglu Arseven is a full service law firm with broadly demonstrated expertise and experience in business law, commercial litigation and arbitration. We speak to Orçun Çetinkaya, Partner in the firm, about how the firm has developed such a fierce reputation in a competitive market. Established in 2000, Moroğlu Arseven have a dynamic and dedicated team of lawyers who are experts in their respective fields. Outstanding client service, delivery of results and the support of our distinguished of counsels have all been fundamental to the success of our firm, allowing us to support the success of our clients. We are known in our jurisdiction as a detail oriented, well-connected, hands-on and concentrated law firm, as well as being expert at handling complex tasks, whether these tasks are related to transactions, disputes or settlements. We integrate our individual expertise and collaborate between our corporate advisory, intellectual property, tax and dispute resolution teams, among other practice areas. Company: Moroğlu Arseven Avukatlık Ortaklığı Name: Orçun Çetinkaya Email: ocetinkaya@ morogluarseven.com Web Address: www.morogluarseven.com Address: Odakule Kat:12, İstiklal Caddesi No:142, Beyoğlu 34430, İstanbul, Turkey Telephone: +90 212 377 47 00

We focus on our clients’ business sectors and actively participate in professional associations and events. We are capable of communicating in English, German and French. These factors all contribute to our ability to consistently provide the best possible client experience. Our industry has grown considerable over recent years. Due to increasing globalization and accession period to European Union, Turkish legislation has been harmonized with international standards and principles since the 90s and its economy has integrated with the global market. Therefore, Turkey provides an attractive investment environment to foreign investors. However, like every developing country, doing business in Turkey brings its own advantages and

www.acquisition-intl.com

disadvantages. Turkey’s recent growth record, its young and talented workforce, and its strategic location between Europe and Asia make the country a very attractive destination for growth and investment. Turkey’s geographical position helps it to become a trade hub at the centre of MENA region. However, political instability in the region creates its own risks which slows down foreign direct investments. Our firm’s primary guiding principles are universal and national ethical values, independence of the legal practice and the indivisibility of legal science and legal practice. This is reflected in our relationship with clients, not as a temporarily hired provider of legal services but rather as a trusted advisor for both legal and strategic matters. We show ultimate care to each client regardless of the nature and volume of the matter and provide multidisciplinary attention to reach creative and innovative solutions for our clients. For the last two years, we have been undergoing a growth process and our recognition level has increased in both the national and international area. In the near future, our goal is to benefit advantages of our new dynamic, young and competent team. Naturally we are expecting that our business volume will increase. At this stage we are planning to take necessary steps to develop and maintain functioning operations of our team. Acquisition International - October 2015 89

n. Dowuona & Company specialise in corporate and commercial practice encompasses complex domestic and cross-border transactions as well as general corporate advice on day-to-day legal issues encountered by their clients. Founder NanaAma Dowuona discusses the firm’s performance over the past year and what is in store for the firm further in the future.

Company: n. dowuona & company Name: NanaAma Dowuona Email: nanaama@dowuonalaw.com Web: www.dowuonalaw.com Address: Suites 305 & 306, 3rd Floor Telephone: +233 302 632043

Our firm routinely advises clients on large and complex in-bound investment and divestment transactions, corporate acquisitions, as well as joint ventures between large local corporates and multinational companies. We also advise clients on corporate governance matters, intellectual property licensing issues, tax, as well as other regulatory matters. We provide a range of employment law advisory services from drafting and negotiating employment contracts, advising on immigration matters including applying for work and residency permits, to structuring sophisticated executive compensation structures such as employee profit sharing and complex carried interest allocations schemes.

Association to ensure we are always knowledgeable of all industry developments.

Our banking and finance practice encompasses various kinds of financing transactions. In addition to our lending and borrowing representations, we also advise clients on mergers, acquisitions, project financings and cross-border investments and on the structuring of a broad range of investments. The firm assists a wide range of clients, be they financial institutions, borrowers, lessees, or other players in the capital markets, to identify and manage the legal and regulatory risks involved in these transactions. Our compliance advisory subsidiary, works closely with our banking and finance practice to offer clients comprehensive advice, training and operational support with regulatory and compliance issues stemming from their business activities.

Our firm’s culture is a genial and collegial atmosphere, and we are continually growing and developing by recruiting the best people, and investing in their training and development. Our dynamic and rewarding work environment embraces and encourages dedicated professionals who seek to be challenged, and who share a commitment to exceptional client service.

Our team comprises lawyers with the best local and international training and experience. The firm boasts graduates of Princeton, Columbia, Yale, University of Ghana, Hull University, Warwick University and the University of Maryland. Our lawyers have worked in law and in industry in leading international law (Simpson Thacher & O’Melveny & Meyers), and accounting firms (Deloitte Touche Tohmatsu), private equity firms (Kingdom Zephyr Africa Management), pan- African banks (Access Bank). The principal lawyers of the firm have between them over 50 years of experience in law and business. NanaAma Botchway-Dowuona, whose profile is below, leads the department that includes Abla Masoperh, H. Kwasi Prempeh as well as four associates, all of whose profiles are also below.

We have a good blend of lawyers who have either worked in business or have practiced in different jurisdictions and we believe that helps to inform our approach to client service. We have significant experience in investment structuring using offshore and onshore vehicles, large-scale property development work, PPPs, structuring joint ventures, and negotiating construction contracts. In the last twelve months our corporate and commercial practice have advised some of the largest multinational companies as well as some local champions on transactions with an aggregate value in excess of USD 1 billion.

Our clients range from established multinational corporations to start-up companies operating in a variety of industries from private equity, to oilfield services, to construction and hotel developers and operators.

As well as being up to date on industry information, we try to be as knowledgeable as possible about our clients businesses, their goals and their organizational ethos and to be mindful of all these in formulating our advice, as this ensures they always receive a personalised service which meets their needs. We also do our best to be responsive to clients and to add value where we can by bringing new issues in our local market, which could have an impact on their businesses, to their attention.

Though we value excellent academic credentials and superior legal skills, those are not the only qualities we look for. Our primary goal is to build a well-rounded team of individuals who are motivated, confident, talented, enthusiastic, and, most of all, creative.

The firm has grown and evolved significantly in its four years of existence and we expect to continue to do so in the coming year. We will focus on training and refining our client service delivery mechanisms to ensure that we are meeting and exceeding our clients’ expectations. In the next quarter we are focused on publishing articles on some emerging areas of law.

Our industry is constantly evolving, so we are proactive in training our staff and we try to keep abreast of developments in the industries in which our main clients are involved. We subscribe to industry publications and belong to industry associations such as the African Venture Capital

90 Acquisition International - October 2015

www.acquisition-intl.com

2015 Third Quarter Update

VMB law office cooperates with renowned law offices in the region and throughout the world. We speak to Vesko M. Božovic about the firm’s ethos and what the future has in store for the firm. VMB Law Office deals with with the area of commercial law and with the protection, acquisition, enforcement and commercial exploitation of intellectual property rights. The employees of our office had a leading role in drafting the law on arbitration of Montenegro which was adopted in July and entered into force in August this year.

Company: VMB Law Office Name: Vesko M. Božović Email: vesko.b.adv@t-com.me Web Address: vmb1.me Address: Moskovska 99/II, 81 000 Podgorica, Montenegro Telephone: +382 68 220 999 +382 20 228 068

We were also the initiators and active participants in making the rules that are applied to the arbitration at ACCEMN. I am both the Owner of the office and the president of the International Commercial Arbitration and the Permanent Elected Court at the Chamber of Commerce. In addition I am also an arbitrator, not only in Montenegro, but on the list of the arbitration institutions of other countries. VMB law firm cooperates with UNCITRAL in Vienna. We emphasize that this office has specialized in the field of franchise agreement, and in this capacity, we attended the International Franchise Fair in New York.

achieve this through cooperation with all arbitration institutions in the region; Serbia, Bosnia, Macedonia, Slovenia, Albania, Kosovo, etc., especially with the most important international arbitration institutions such as the LCIA. Our employees are members of institutions dealing with arbitration such as the ICCA (International Council for Commercial Arbitration). Moreover, we follow the changes that take place in the arbitral proceedings through symposiums, conferences and joint meetings with related offices. In the future, our firm will strive to implement good practice for all of our customers. Considering that we are at the forefront of arbitration we will try, with the help of arbitration institutions in Montenegro, to organize scientific meetings in which we will point out the advantages of arbitration and assist other firms with implementing the practise into their work.

In order to be at the forefront of any emerging developments in the field of law we have realized that it is not enough to monitor changes in Montenegro where our main seat is, but it is also our duty to monitor changes in all countries, too. We

Romania’s economy continues its growing trend in 2015 despite a still unstable political background and, thanks to its strategic geopolitical location, there is an excellent potential for the increase of investments and the strengthening of its business climate. Dr. Cosmin Vasile, Managing Partner of Zamfirescu Racoti & Partners Attorneys at Law, explains the market and how his firm has thrived in this environment. Predictions stay positive for the following years concerning all aspects of the Romania economy for the foreseeable future, according to analysts. The legislative reforms following the accession to the European Union in 2007 and the access to EU funds in the form of Structural Adjustment Funds and other programs enabling new members to align their economies with the other EU countries are additional factors encouraging the Romanian business climate.

Company: Zamfirescu Racoti & Partners Attorneys at Law Name: Dr. Cosmin Vasile, Managing Partner Email: cosmin.vasile@zrp.ro Web Address: www.zrp.ro Address: 12 Plantelor Street, 023974 District 2, Bucharest, Romania Telephone: +40 21 311 05 17 / 18

www.acquisition-intl.com

To a certain extent, this environment provides daily challenges for any company doing business in Romania. Bureaucracy remains one of the most distressing problems, but also the many legislative changes and the rather unpredictable fiscal climate affect the business environment, as the deficient tax system has often changed over the past recent years without notice of or consultations with the business community. Romania’s legal system is driven by its EU membership and is subject to the EU’s Cooperation and Verification Mechanism (CVM). Despite progress in recent years and consistent lobby for improvements and transparency in the legal environment, there are still pending issues to be solved in terms of building an effective and functional legal framework.

Arbitration is becoming more and more a first option given its flexibility in terms of procedure, which allows the parties to choose the arbitrators and the rules to be applied and, in general, to actively participate in the ongoing procedure. This clearly gives the parties more confidence in the outcome of such ADR method. Plus, arbitration cases can theoretically be resolved more quickly than a lawsuit as the procedural timetable and hearings are scheduled together with the parties and are not subject to the limitations of a rigid court calendar. Finally, confidentiality is a serious pro when it comes to popularity of arbitration. Our law firm always has an interdisciplinary approach – our teams are not only formed of excellent lawyers with strategic vision and significant experience in complex (and mostly) international arbitration cases, but we also ensure that the legal assistance is doubled by technical assistance – we work with top experts who are also experienced in arbitration and/or claim management. At the same time, since complex cases usually involve sensitive legal issues, our clients’ positions in such proceedings are upheld by legal opinions signed by Romania’s most reputable law professors. Acquisition International - October 2015 91

MP Corporate Finance is a pure M&A advisory firm founded in the early 1990s which has since evolved into one of the leading European mid-market M&A industry experts advising on over 600 mandates globally based on its industrial specialization. We spoke to managing partners Roman Göd and Gregor Nischer about how the firm has done so far and what the future holds.

MP Corporate Finance builds itself upon deep knowledge within the Automotive, Electronics, Packaging, Plastics, Manufacturing Services, Metal and Industrial Plant Construction industries combined with personal relationships to industry executives globally, which has cultivated our success toward creating satisfaction and added value for our clients. Our current year’s business performance has exceeded our forecasts, with the firm executing 15 deals within the first half of 2015. Over 85% of our deals were pan-European cross-border transactions. In the past three years MPCF has successfully closed more than 50 transactions with an accumulated transaction value of more than EUR one billion. Due to the increasing demand by our clients for global support we intend to extend our deep industry expertise into America and Asia by developing an on ground presence. Our industry observations have revealed the attractiveness for American and Asian investors to have a European presence in order to achieve a global platform along with extending their customer portfolio, product range and/or technological competencies. Company: MP Corporate Finance GmbH Name: Managing Partners: Roman Göd, Gregor Nischer Email: goed@mpcf.net, nischer@mpcf.net Web Address: www.mpcf.net Address: Vienna Office: Schottenring 12, 1010, Vienna, Austria Frankfurt Office: Friedrich-Ebert-Anlage 49, D-60308 Frankfurt am Main, Germany Warsaw Office: Floriańska 8/2 str. Warsaw, PL-00-113 Warszawa, Poland Telephone: +43 1 470 23 88, +49-69 50956 5620, +48-22-528 69-81

The two landmark transactions recently executed were the acquisition of BuS Elektronik by Neways Electronics International and the divestiture of Lenzing Plastics, a company of the Lenzing Group. The Dutch publicly listed electronics manufacturing services provider Neways Electronics International N.V., which was looking to gain significant exposure and access to German Industrial and Automotive customers. Through the acquisition of the Riesa-based BuS Elektronik GmbH, Neways Electronics International N.V. achieved and established a significant footprint in Germany with a group turnover of about EUR 380 Mio., combined with centralized sourcing and low-cost manufacturing capabilities in Asia. Additionally, we are proud of having worked on the Lenzing Plastics transaction, a company belonging to the Lenzing Group, which is one of the world’s leading producers and converters of specialty films and laminates out of Thermoplastics as well as fibres and yarns for medical, technical and textile applications out of Polytetrafluoroethylene (PTFE). A divestiture motivated by the group’s efforts to further concentrate on its core business of manufacturing manmade cellulose fibres (90% of sales) lead to MPCF executing the challenging carve-out to a consortium of financial investors for a transaction value of €90m. Our firm is fully independent, which comes with a number of advantages. The freedom of being independent enables us to steer the firm in any direction without being constrained by red tape. Moreover, the advantage of being able to adapt quickly according to market sentiment is a key differentiator when compared to larger organizations.

92 Acquisition International - October 2015

The dimensions to drive the company forward are limitless thereby enabling unparalleled achievements. In contrast, the competition from several other players regardless of size is a factor that drives us to optimize our processes, delivery and added-value. MPCF’s is uniqueness stems from decades of strong in-depth focus within the Electronic, Plastic/Packaging and Metal industries as well as understanding crosssector and value chain transformations. Specialism has been enabled by the evermore overlapping area of manufacturing services and the automotive industry, a feature the company strongly differentiates itself upon and which has attracted several US clients in mandating our trusted expertise. Industrial Plant Construction and Pharmaceuticals are adjoining branches established in recent years to complement and strengthen the fundamental specialization of industrial M&A activities. Moreover, from our previous mandates and transactions, we have gained valuable experience to understand specific sector dynamics, key market players and performance evolution that enables us to find the optimal strategic fit between seller and buyer. Our MPCF spirit contains a distinct ethos centralising upon 12 key value propositions entailing both emotional, interpersonal and professional qualities. Through frequent MPCF spirit outings and activities over the year we aim to expand upon the 12 key values by coexisting in a non-work environment as both individual humans and colleagues. Based on deep reflection after each event we aspire to sharpen each individual’s existence within the company and their contribution towards achieving our corporate objectives. We work in a constantly evolving industry, so we stay in front of emerging industry developments through frequent and proactive business development approaches and mid-market sector recognition, an extensive personal network to decision makers comprising founders, shareholders and industry executives globally has been established, with credible acknowledgement of our views on market trends and developments. Moreover, our untapped information streams both online and offline contribute towards our ever evolving industry knowledge that not only develops our strategic M&A insights but rather increases our understanding of the processes and value chain stages, which effectively are intertwined through industrial activities at varying levels in the production process. To wrap up 2015 we are aiming to further execute ten further transactions as well as commence several new transactions that will fall into the New Year. In the short-run we aim to maintain our leading midmarket expertise by honing our skills and industry knowledge by keeping up-to-date with leading technologies and market trends while simultaneously surrounding ourselves in challenging discussions with market participants and decision makers. www.acquisition-intl.com

2015 Third Quarter Update

Jincheng Tongda & Neal Law Firm (“JT&N”) was founded in 1992 in Beijing by a group of PRC attorneys dedicated to creating a world-class law firm in China. Today, the firm is one of the most dynamic law firms in the country, as well as one of the largest, with over 500 attorneys. Zhao Ping, Senior Partner in the firm, discusses how the firm got to this position and what the future holds for the firm.

Company: Jincheng Tongda & Neal Law Firm (“JT&N”) Name: Zhao Ping Email: zhaoping@jtnfa.com Web Address: www.jtnfa.com Address: 7F, Standard Chartered Tower, 201 Century Avenue Telephone: (8621)60795600

JT&N has distinguished itself as a leader in multiple areas of legal practice, both international and domestic. The firm’s network of regional offices, working in close collaboration with the head office in Beijing, represents clients on a wide range of matters, from foreign direct investment, M&A, banking and financial regulation, real estate, asset management, intellectual property, insurance, tax and entertainment, to international trade, WTO dispute resolution, commercial arbitration and whitecollar criminal litigation. JT&N is valued by its clients for its ability to deliver tailored, integrated, strategic and technical legal advice on every aspect of a wide variety of transactions in China. Our multi-disciplinary expertise in supporting international clients underpins our success. We have seen a rapid growth in the arbitration market recently, both in terms of the number of cases and the total value of claims. Around the globe, many arbitration institutions adopted revisions to their arbitration rules in order to respond to the users’ needs. In 2014, there were 113,660 cases filed with 235 arbitration institutions within China, an increase of 9% from 2013 figures, the total value of the claim is over RMB265.6 billion, an increase of 61% from 2013 figures.

www.acquisition-intl.com

Arbitration has many advantages, the main ones being that it is internationally recognized and easy to enforce in 156 countries and regions (parties to the New York Convention), the parties’ autonomy and high level of confidentiality. Because of these advantages, many parties choose to resolve disputes through arbitration instead of litigation. In order to maintain our service standards, which underpin our client service philosophy, we have formulated our standardized service process for arbitration and litigation matters. Every case should follow our standardized service process. We accumulated our expertise and precedent which are very helpful to maintain our service standards. We attract high profile professionals so our standards are consistently maintained. The future is bright for our firm. We are currently one of the largest law firms in China and we have an excellent legal team for arbitration practice. For the next step, our practice will be globalised, we will go abroad to develop our practice in international dispute resolution organizations, such as the WTO or other reputable arbitration organizations. We are also seeking partnership internationally for close alliance in order to assist with this global growth strategy.

Acquisition International - October 2015 93

TAX EXPERT International Ltd is a unique and highly recognized tax and legal practice. The firm’s Certified Tax Experts focus on national and international taxation affecting both business entities and individuals. We spoke to Richard J. Wuermli on how the firm is performing during the third quarter and how it intends to improve on this in the future.

Company: TAX EXPERT International AG Name: Richard J. Wuermli Email: info@taxexpert.ch Web Address: www.taxexpert.ch Address: Löwenstrasse 11 Telephone: +41 44 225 85 85

TAX EXPERT offers a comprehensive range of tax planning services that encompass tax-free mergers, spin-offs, restructurings, reorganizations, acquisitions, business formations, liquidations and – more importantly- independent tax reviews or opinions. In addition, to full-range corporate tax counselling, we also have extensive experience that covers the full spectrum from all aspects of individual taxation including executive incentive compensation and employee stock ownership arrangements to inheritances, gifts, estates and real estate. Whether it is advice on the implementation of complex national or transnational tax optimization strategies, or support in compliance matters, we help MNEs, stock-quoted companies, corporations, joint ventures, entrepreneurs, partnerships, high-networth individuals, expatriates and in patriates to respond effectively, managing their exposure to tax liability and complying with regulations. TAX EXPERT International Ltd. is recognized by Tax Review International as one of the leading tax firms world-wide. Structured as a tax boutique we are a powerhouse and serve our clients around the globe. Our sister companies grouped under our EXPERT Alliance offer a one-stop-shop for our clients. The expert group consists of: TAX EXPERT International Ltd. (tax & legal advice), Financial EXPERT Global Ltd. (insurance brokers and financial planners); Treuhand EXPERT Global Ltd. (bookkeeping and accounting) and ADDED Value Audits Ltd. (audits). With us our clients choose “A Partnership for Success”. In order to ensure our clients receive the highest quality service possible we work around the globe with independent top listed law firms and highest ranking tax boutiques. TAX EXPERT International Ltd is staffed by highly experienced tax experts and tax advisors who work with our customers on every step of the tax process. Essential measures of control such as the clear assignment of responsibilities, the instruments of delegation and supervision, our four-eyes principle, the segregation of duties, the use of an appropriate authorization concept as well as the use of checklists and work instructions assure the clients to be in the safest hands possible. This year our firm has performed well, in the light of its positive business performance in the first nine months of 2015 and due to the fact that we are well positioned in the market, TAX EXPERT International Ltd expects to reach above-average premium growth. We advise clients around the world in their national and transnational M&A activities (mergers, acquisitions and disposals) as well as reorganizations. Recently, we advised a

94 Acquisition International - October 2015

transnational German reorganization via Switzerland with a reverse merger into Spain, an international executive search firm in its world-wide set-up, a Dutch fashion group in their acquisition of a German fashion group, and a US stock quoted company in its tax efficient China trading structure via Switzerland. All of these international deals bring with them their own challenges and make our work more varied and interesting. Switzerland, our home region, also brings with it a number of exciting challenges and interesting benefits. The region’s privileged taxation of holdings, mixed and domiciliary companies has been under increasing international pressure, and will now be abolished under the Tax Reform III. The aim of Corporate Tax Reform III is – however - to maintain and further develop Switzerland’s position as one of the most attractive business locations worldwide. Due to BEPS and due to the Tax Reform III, MNEs have to go through reorganizations of their business activities and structures. A big challenge and a big opportunity. In order to ensure the firm stays at the forefront of international tax developments, we ensure all of our staff are always up to date on the latest industry news. Our Certified Tax Experts (with Federal Diploma), generally, have an academic degree and are also required to do continuing education in order to keep up membership in the association of Expert Suisse. We permanently identify educational activities that contribute to ongoing professional development. Each year, between one or two weeks, our experts have to participate in international and national external seminars and conferences. In addition, our weekly team meetings are designed to exchange ideas and to share the knowledge about the newest international and national developments in our fields. Looking ahead, one of the biggest challenges facing international tax advisors and MNEs is the implementation of the OECD’s BEPS Action Plan (endorsed by the G20) with 15 key areas (1.Digital Economy; 2. Hybrid Mismatch Arrangements; 3. CFC Rules; 4. Interest Deductions; 5. Harmful Tax Practices; 6. Treaty Abuse; 7. PE Status; 8. Intangibles; 9. Risks and Capital; 10. Other High-Risk Transactions; 11. Analyse Data; 12. Aggressive Tax Planning Arrangements; 13. Transfer Pricing Documentation; 14. Dispute Resolution; 15. Multilateral Instrument) targets tax planning strategies that exploit gaps and mismatches in tax rules to artificially shift profits to low or no-tax locations where there is little or no economic activity, resulting in little or no overall corporate tax being paid. These fifteen actions have been developed to equip governments with the domestic and international instruments needed to address this challenge.

www.acquisition-intl.com

2015 Third Quarter Update

EOS Consulting S.p.A. specializes in technical advisory services and project management in the renewable energy sector and infrastructure.

Company: EOS Consulting S.p.A. Email: info@eosconsultingspa.com Web Address: eosconsulting.com Address: Viale di Torre Maura, 81, 00169, Roma Telephone: +39 06 23260181

EOS Consulting provides technical and financial advisory services in favour of Banks, Insurance Companies, and Private Investors operating in the field of infrastructures, real estate and industry, as well as traditional and renewable energy power plants. The advisory services offered by the firm include the analysis of technical features related to the design and authorization of the Project, as well as the examination of the contractual package, in order to finally assess its feasibility and/ or bankability. EOS operates in the European Technical advisory market which is constantly evolving. As a result of the considerable mass of projects realized in the Renewable Energy sector in the last three to four years in Italy, the primary objective for a firm such as EOS Consulting is to find forms of agglomeration and consolidation for the structured players. The firm has been involved in a number of major projects in this area during this year. EOS has been involved in the realization of more than 80 MW in the U.K., acting as the Project Manager. Furthermore, a primary photovoltaic operator, ranked among the top five global players, has requested EOS to complete an additional 120 MW by March 2016. The firm was established by founding partners with vast experience in the construction and consultancy sectors and currently operates with around 35 professionals. Each professional has a multi-year experience in construction, energy and financial markets matured in different locations. This approach has allowed EOS to focus on international markets and to create long term relationships with international partners and to establish new branches in the emerging market.

In the Italian market, under Europe’s mutated financial conditions, the firm have been involved in the technical due diligence activities of the principal operations conducted in Italy, acting as a Technical Advisor. Among these operations were the refinancing of a pipeline for more than 200 MW, the emission of a project bond for a pipeline of approximately 100 MW and for the Merging of two primary operators in the Italian sector, finalized at the constitution of a Joint Venture in the photovoltaic sector for a total power greater than 250 MW. The most important project that EOS have been involved in, and that is currently underway, is concerned with merging the assets of a primary infrastructure fund F2i SGR SpA and a power company of global importance Enel Green Power S.p.A.. The goal is to establish a player with an operating power exceeding 250 MW. It is the first operation of its kind to be conducted in Italy, and its assets are expected to increase over the next few years, and In this days the Juventus Football Club CEO Aldo Mazzia revealed plans for J-Village, 170,000 Mq in Turin who comprend, new Juventus club headquarters, international school (ISE), J-Hotel and a park of 5,000m², EOS is the a Technical Advisor. It is a perfect example of how EOS operates; working with large companies to achieve colossal goals, but always ensuring that every detail is taken care of. The firm sees itself as a container, made up of people, talents and skills. It is a container that evolves and grows every day, through the sharing of strategies between the Business Unit and the client, from whom they receive information and to whom they also provide information. This information generates experiences, and the experiences overlap, building day by day the EOS of the future. At EOS they believe that human and professional development are found at the base of everything and strive constantly to ensure that these developments occur throughout the company. EOS is the key to consenting the optimization of invested public and private resources. Dependability and competence, experience and innovation, pride and dedication to serve their clients are the firm’s most outstanding characteristics, which make them a unique player in the market. These characteristics also allow the firm to respond quickly and relevantly to all of their clients’ challenges, however challenging they may be. The future looks set to bring a lot of changes for the firm. The firm is looking to consolidate itself as a reference Technical Advisor for the Renewable Sources and Infrastructures sector in Italy, and an ulterior commitment to international markets. Today, EOS already has four operational headquarters, in Milan and Rome, Italy, in London, the U.K. and in Skopje, Macedonia, which respond to the challenges the market holds for the firm, but there is always room to expand and as the firm grows globally there is the potential for more offices to be added.

www.acquisition-intl.com

Acquisition International - October 2015 95

SOTERIS PITTAS & CO LLC is a boutique law firm, in size only, focusing on the areas of law related to business activity and dedicated to providing its clients with outstanding, highly personalized, legal representation. The lawyers and associates of the firm with their combined skills-set and knowledge can provide comprehensive legal solutions according to the clientsâ&#x20AC;&#x2122; particular business needs, requirements and objectives. We are committed to representing our clients at all stages of disputes, including negotiation, mediation, arbitration, and litigation, in order to secure just compensation and legal vindication. Our corporate and M & A departments provide full-fledged support ranging from formation of companies world-wide to legal support in complex corporate, commercial and finance transactions. The Firm has close links and strong associations with reputable audit firms, private equity managers, and fiduciaries in Cyprus, Russia and the former CIS countries. We thank our clients for selecting our firm to represent them, and we will continue to work hard to provide them with top quality legal representation with the personal touch characteristic of a boutique law firm.

info@pittaslegal.com

pittaslegal.com

2015 Third Quarter Update

Leading business advisory firm AlixPartners takes their role seriously, dedicating time, energy and experience to ensuring every client gets the best possible advice on their leadership, growth strategies and more. Director Neill Poole outlines the firm’s dedication and classic approach to business advice.

AlixPartners is a leading global business advisory firm of results-oriented professionals who specialize in creating value and restoring performance at every stage of the business life cycle. We thrive on our ability to make a difference in high-impact situations and deliver sustainable, bottom-line results.

Company: AlixPartners Hong Kong Limited Name: Neill Poole Email: npoole@alixpartners.com Web Address: www.alixpartners.com Address: Suite 1802, 18/F, LHT Tower, No. 31 Queen’s Road Central Hong Kong Telephone: +852 2236 3500

We serve a wide range of businesses and industries, whether they are healthy, challenged, or distressed. Our professionals specialize in a wide array of global enterprise-wide solutions, including turnaround & restructuring; enterprise improvement; financial advisory; leadership and organisation effectiveness and information management advice. We work with a wide range of clients across a number of businesses, and because of this, we take the role in shaping the global economic picture seriously – by reaching out with new ideas, creating thought leadership, sharing our analysis, and leading the discussions that are taking place around us. Our experts have a passion for and a commitment to being thought leaders in their respective fields. In addition, we understand that our clients trust us with their companies, and, as such, AlixPartners is dedicated to ensuring they succeed. We constantly strive to help our customers create value. As worldwide GDP growth is forecasted to slow, with little to no improvement anticipated through 2019, success in this environment hinges on the ability to look ahead and respond to upcoming challenges while keeping a keen eye on protecting margins and growing market share. We help customers create value through achieving excellence across three crucial dimensions: building resilience, harnessing complexity, and mastering globalization. In addition to our varied work as business advisors, many of our people at AlixPartners have been appointed as expert witnesses in some of the

www.acquisition-intl.com

largest and most high profile global disputes, as well as international arbitration and investment treaty arbitration. Our experienced teams bring to bear not just a solid financial perspective but also AlixPartners’ strong operational expertise and, where necessary, deep industry knowledge. These qualities have been significant determining factors in these appointments. In addition, we have a global line-up of experts who can offer important local insights and knowledge of geographical customs and practices, while also having significant experience offering expert witness testimony. Another vital factor in AlixPartners having been selected in such cases is our strong belief that the expert should have a very hands-on role in preparing and analyzing the underlying work prior to testimony at a hearing. Neill Poole is a Director with AlixPartners. The opinions expressed are those of the author and do not necessarily reflect the views of AlixPartners, LLP, its affiliates, or any of its or their respective other professionals or clients. About AlixPartners: AlixPartners is a leading global business-advisory firm of results-oriented professionals who specialize in creating value and restoring performance at every stage of the business life cycle. We thrive on our ability to make a difference in high-impact situations and deliver sustainable, bottom-line results. The firm’s expertise covers a wide range of businesses and industries whether they are healthy, challenged or distressed. Since 1981, we have taken a unique, small-team, action-oriented approach to helping corporate boards and management, law firms, investment banks, and investors to respond to crucial business issues. For more information, visit alixpartners.com. AlixPartners. When it really matters.

Acquisition International - October 2015 97

???

Ones to Watch in 2016 Here we meet some of the firms making waves in their respective industries as we head into 2016.

Ones to Watch in 2016

7 Wentworth Selborne (the 7th Floor) is a leading commercial floor of barristers based in Sydney whose members include 16 Senior Counsel and 35 Junior Counsel. The 7th Floor has a strong tradition of legal excellence, independence and forceful advocacy.

Mark Dempsey SC is a very experienced and capable commercial advocate and an acknowledged leader in the field of construction law. He has vast experience in the conduct of commercial disputes from over 30 years of practice, 11 as Senior Counsel.

Company: 7 Wentworth Selborne Chambers Name: Mark Dempsey SC Email: md@7thfloor.com.au Web Address: www.7thfloor.com.au Address: Sydney 7th Floor, 174-180 Phillip Street

www.acquisition-intl.com

The culture of commercial litigation in the Courts in Australia, and particularly New South Wales, is characterised by a rigorous insistence upon the quick, just and efficient resolution of disputes. With this background, Mark approaches the conduct of a complex dispute by: first, identifying the key strategic goals of the client and the decisive legal issues at play in the dispute. Second, by styling the case preparation to suit the chosen dispute mechanism and the tribunal. Third, by working closely with instructing legal team and the client in preparation of the evidence. Finally, by the focused articulation of the clientâ&#x20AC;&#x2122;s case in written and oral argument. Mark also practices as an Arbitrator and Mediator. Mark is a Fellow of the Chartered Institute of Arbitrators (FCIArb), a Fellow of ACICA, and an arbitrator on the panels of ACICA, the Kuala Lumpur Regional Centre for Arbitration (KLRCA) and a number of other panels.

Arbitration is becoming an increasingly popular way of settling disputes in the Asia Pacific. Consistent with the development of international commerce in the Asia-Pacific region fostered by free trade agreements, many large-scale disputes now involve parties from different jurisdictions and legal systems. In this context, international arbitration has a unique role in establishing an international system and jurisprudence for the settlement of commercial disputes with largely reciprocal rights of enforcement. The commercial community, especially multinational corporations, is embracing arbitration as a dispute resolution mechanism particularly in connection with large-scale mining, oil and gas and infrastructure projects particularly in Western Australia and Queensland. The skill sets of experienced barristers such as Mark are ideally suited to arbitral dispute resolution. Mark and other members of 7 Wentworth Selborne are keen to develop their involvement in arbitration in the Australia, Singapore and throughout the Asia Pacific.

Acquisition International - October 2015 99

Yael Ishakis, the firm’s Vice President, talks us through the firm’s work so far this year and the exciting developments to look out for in the coming year.

With over 20 years of experience in the home finance industry, FM Home Loans is an industry leader, offering the most competitive rates around. We offer creative solutions and a wide range of options tailored to fit your needs, we make the process easy, thanks to the most advanced technology and the knowledge to put it into action. FM Home loans is a full service mortgage banking firm. We originate loans, assist home buyers purchase homes and or refinance existing loans for home owners for lower rates, cash out or for whatever purpose they wish to refinance.

Company: FM Home Loans Name: Yael Ishakis Email: yishakis@fmm.com Web Address: www.fmm.com Address: 2329 Nostrand Avenue Brooklyn NY 11230 Telephone: 718-732-0309

Our company has lasted for 20 years in the tough mortgage industry because our focus has always been on the purchase money business. When rates go lower, we never shifted our focus on the refinance boom, as we recognize our core business is purchases. People always buy whether or not the rates are really low or not. Part of our success in this industry is down to us keeping ahead of the developments, as the environment is constantly shifting. We believe in education and make sure to go out and visit our referral partners, realtors, attorneys, financial planners and hear what real people are starting in the industry. FM Home Loans is dedicated to the highest standards of ethics and responsiveness in its effort to meet the changing needs of borrowers in a constantly shifting environment, which is part of the reason our clients are constantly returning to us and why we have We also try to ensure that every client gets the best possible service, tailored to their needs so that they always go away satisfied. My approach is to treat each client as if they are my family. I would always go above and beyond for my sister, so that client becomes my sister and therefore receives the very best treatment. We recognize that a home purchase is probably the biggest financial transaction in our customer’s lives, so we always try very hard to educate and navigate our clients so they know what to expect.

100 Acquisition International - October 2015

Our staff understand this and ensure our customers are supported every step of the way, in line with our client centred approach to customer care. As a company we have a similarly supportive approach to our employees. We believe a happy employee makes a better employee. Our employees are encouraged to bring their babies/children to work, as this creates a family atmosphere and makes them feel more secure as they know exactly where their children are. We try to take the unfamiliar edge and create a friendly atmosphere when a client applies for a loan so that they get a comfortable feeling and trust us, as trust is very important in any business, particularly ours. As a result FM Home Loans expert staff will endeavour to offer swift, courteous and professional service towards obtaining rapid approval. FM Home Loans will work around our client’s schedule to implement what is in the client’s best interest. Because of our family atmosphere and positive approach to our clients, I never have to advertise. Our clients are referred by our past happy customers or real estate agents attorneys that know we will take care of their clients, give them excellent customer service, close their deal in a timely manner and be very competitive with our fees and rates. Our firm is different to a bank such as Chase or Bank of America is that we are comparable to going to a boutique store, as opposed to a department store. Because the only service we offer is mortgages, that is what we know and breathe. The firm does not offer, banking, investing, or any other services but mortgage loans. That’s where we emerge as a leader. We have our system down pat. We have underwriters that communicate and understand the fast paced nature of the industry. Our clients are referred to by their names, they are not numbers. The benefit of going to a boutique is getting personalized service and in our case better fee’s and rates. In the future we plan on continuing what we do best help homebuyers purchase and refinance home loans.

www.acquisition-intl.com

Ones to Watch in 2016

Herbein + Company, Inc. is a large regional certified public accounting firm with seven offices in the State of Pennsylvania including Reading, Pittsburgh, Allentown, Camp Hill, Allison Park, Greensburg and Exton. Partners Robert M. Caster and Michael J. Rowley explain the firm’s current successes and what the future holds.

Our firm is owned by 18 partners, 14 of whom are based in the Reading, Pa. office and 4 of whom are based in Pittsburgh, Pa. Our remaining offices are located in Allentown, Camp Hill, Allison Park, Greensburg, and Exton.

Names: Robert M. Caster, CPA, CIRA, CFE, CFF Email: rmcaster@herbein.com

Michael J. Rowley, CPA/ABV, CVA, CFF Email: mjrowley@herbein.com Web Address: www.herbein.com Address: 2763 Century Boulevard, Reading, Pa., 19610 USA Telephone: 610-378-1175

We employ approximately 170 individuals and we have clients in 44 of the 50 states. As a CPA firm we are a full-service firm offering a comprehensive variety of accounting and auditing, tax and business advisory services to a wide range of entities of all sizes throughout the United States. We have extensive practices in the individual, corporate, and fiduciary tax areas as well as a respected capability in the international tax sphere. Our firm has a broad management consulting practice team which includes a nationally recognized practice in the dairy and food arena. Our other specialized advisory teams practice actively in mergers and acquisitions, a respected business valuation and appraisal practice, and a comprehensive forensics, non-profit/government, municipals and collateral field audits. Our deep bench of partners often provides expert witness testimony in these areas. We have a separate subsidiary which provides internal audit and various compliance services to approximately 90 community banks located in the Mid-Atlantic states. The firm has a very significant presence in the market, providing collateral field audit services to approximately 15 different commercial banks. I am the partner responsible for the forensic practice, which includes providing litigation support services for a wide range of issues and, an active bankruptcy practice representing debtors, secured lenders, creditor committees, and Chapter 7 Trustees. I have served as a Bankruptcy Examiner on many occasions as well as a corporate Receiver and in various state court matters. I practice extensively in the fraud prevention and fraud detection areas. My responsibilities include the development of the firm’s Red Flag Reporting practice which offers a robust system for whistle blowers to use in reporting actual fraud, corporate misconduct, and human relations violations. Our firm has principally grown and continues to be extremely successful because of the type of staff we hire, and the way they are nurtured into professionals. We attract the top echelon of students from a group of superb educational institutions, provide them with constant varied challenges, avenues for personal professional growth, while at the same time we provide them with a true balance between their personal and professional lives. We provide high-level internal continuing education programs as well as encourage our staff to attend professional education offered by The American Institute of Certified Public Accountants, The Pennsylvania Institute of

www.acquisition-intl.com

Certified Public Accountants, and other professional organizations. Most of our professional staff have obtained their CPA license within two years of graduation from college. In addition to CPA’s we have a large number of professionals who have obtained various advanced degrees such as MBAs, MSTs and MSs, as well as advanced professional certifications including ASA, CPA/ABV, CVA, CIRA, CFE, and CFF. We encourage our employees to take an active role in the community. This includes working in the communities in which they live by serving on Boards of Directors of not-for-profit entities in areas of interest to the individual employee. We believe it is absolutely necessary to give back to one’s community in a noticeable manner. We deal with vitally important clients, so we make every effort possible to insure that the personnel assigned to a particular engagement have the appropriate training and background to complete the client assignment in an efficient and professional matter. Appropriate supervision and staff management occurs at all levels of the firm. Our firm has consistently achieved an unqualified peer review report since 1982. Because the practice of public accounting is constantly changing and evolving, our firm constantly strives to participate in the development of and implementation of practice standards, commonly referred to as Best Practices. We do this by encouraging our professional staff and partners to participate in professional organizations such as The American Institute of Certified Public Accountants, The Pennsylvania Institute of Certified Public Accountants, Construction Financial Management Association, National Association of Certified Valuation Analysts, PKF- North America, Institute of Management Accountants, National Society of Accountants for Cooperatives, National Council of Farm Cooperatives, Association of Insolvency and Restructuring Advisors, Association of Certified Fraud Examiners, The Turnaround Management Association, and The American Bankruptcy Institute. The future is exciting for our firm. We are a company on the move both internally and externally. Internally we regularly evaluate our “service offerings” to assure ourselves that our services are still professionally relevant and appropriate. We try to bring new services to the market place when the need for such a new service is identified and then, properly developed, supported and ready for implementation. Externally we are constantly evaluating other firms which might meet our criteria for inclusion in our firm through an acquisition. In recent years we have consummated two such projects. Both of the above initiatives represent ongoing efforts to enhance our firm.

Acquisition International - October 2015 101

Corporate Immigration and the Diversified Economic Age

Orlow and Orlow, PC Company: Orlow and Orlow, PC Web: www.orlow.com Address: P.O. Box 40017 620 Chestnut Street - Suite 656 Philadelphia, Pennsylvania 19106 Tel: 215-922-1183 Fax: 215-922-0516

Corporate Immigration and the Diversified Economic Age Orlow and Orlow, PC has provided immigration and citizenship legal services to individuals, corporations and their counsel since 1928. The firm, located in Philadelphia, was founded by Abram and Lena Orlow, distinguished immigration lawyers who practiced nationwide and were co-founders of the American Immigration Lawyers Association (AILA), which today has over 10,000 members. Our firm is distinguished by the frequency and ease of communications with clients, our responsiveness to client concerns and our very high levels of legal and technical expertise. Additionally, we know how to navigate the extremely complex immigration related bureaucracies, which allows us to resolve the most complex cases. We have access to the latest information affecting our clients so that every one benefits from the most current data regarding developments in law, regulations, and agency and consular policies. Many clients compliment us, not only on the quality of our work, but also on our personal commitment to their success. Simply put: we get results.

102 Acquisition International - October 2015

We have extensive experience in dealing with the Department of Homeland Security (DHS), U.S. Citizenship and Immigration Services (USCIS), the U.S. Immigration and Customs Enforcement (USICE), the Immigration Courts and the Board of Immigration Appeals (EOIR), the State Department (DOS), the Department of Labor (DOL) and other agencies that affect the immigration process. Our offices are located in Philadelphia. Our practice is limited to immigration and nationality law.

www.acquisition-intl.com

Legal Resource Alliance

Legal Resources Alliance is a full service commercial law firm that provides a broad range of legal services to meet the needs of its clients. Founded in 1994, the firm has grown to become one of the most recognised for both corporate and commercial law and all aspects of litigation.

Staffed by a team of law experts, Legal Resources Alliance is able to operate across a broad range of practice areas. The company provides legal advice, assistance and representation to domestic and foreign clients, including individuals, private and public companies, multinational corporations, government agencies and institutions. Integrity, honesty and confidentiality are the three key values by which the company stands and all involved with the firm are dedicated to delivering an excellent, efficient and professional legal service. Company: Legal Resources Alliance Name: Barrister Orbby .V. Agwuncha Head of Department Corporate/Business Development Email: oagwuncha@ legalresourcesalliance.org bossladylaw@yahoo.com Address: 13 Adekunle Fajuyi Way, GRA Ikeja Telephone: +234 1 7731145 ext 205

Many of the company’s clients operate across a range of major economic sections, including real estate, financial institutions, oil and gas, telecommunications, power, international trade and intellectual property, and over the years, the firm has been recognised for its ability to handle quickly and efficiently a wide variety of transactions, ranging from mergers and acquisitions to private placements and project finance. Interestingly, Nigeria has recently become one of the most prominent investment destinations for foreign investors in West and Central Africa. But what exactly has encouraged investors to choose Nigeria over other countries in the region? The Geographical location and the availability of extensive natural resources are two of the key factors which have influenced investors. Other factors which have resulted in increased investment include a robust economic growth, market size, a growing middle-class, a flexible tax regime and a predictable regulatory environment. Foreigners are able to invest and participate in any enterprise, however those involved with the production of arms and ammunition, narcotic drugs, psychotropic substances and both military and parliamentary wear are forbidden. In recent times, successive Nigerian governments have made progress in their efforts to put in place specific legislation, procedures and regulatory agencies to ensure that investors who intend to install businesses in Nigeria are given all the assistance they need to experience a smooth procedure. Planning ahead has led to investment opportunities in several industries, including the common oil and gas industry. Some of the more significant legislations in Nigeria include the Nigerian Investments Promotion Commission Act, the Investments and Securities Act 2007 and the Foreign Exchange Act.

identify the specific sector in which an investor is interested, the value of investment capital available to the investor, the suitable business structure, taxation issues, mode of funding of the project and foreign expertise importation. “Presently, the attractive investment sectors are power, LPG and LNG, oil downstream and upstream, telecommunications, construction, electronic commerce, hospitality, manufacturing etc. We offer legal advisory in respect of the set– up and structure of the investment vehicle and regulatory compliance. For example, according to Section 54 of the Companies and Allied Matters Act (CAMA) - the law that regulates company formation and operation in Nigeria - no foreign company may carry on business in Nigeria unless it incorporates a local subsidiary in the country. “Our professional support to the foreign investor will encompass company incorporation, foreign capital importation, exchange controls, immigration, expatriate employment, residence and work permits, patents, trademarks registration, obtaining of various licences and approvals depending on the specific sector preference of the investor, interests, companies income tax and investment incentives for ‘pioneer companies’. However, as Orbby V.C Agwuncha further explains, changes in legislation have affected both businesses and investment in Nigeria. “A number of significant legislative changes have now made other sectors attractive to foreign investors. For example, major legislative changes include the allowing of profit repatriation, the Power Reform Act, the full overhauling and deregulation of the Nigerian power sector, the Nigerian Communications Commission Act, the Economic and Financial Crimes Commission Act, the Freedom of Information Act and the Petroleum Industry Bill.” She adds: “These changes have also opened up investment opportunities in hitherto overlooked sectors of the Nigerian economy, including consumer industries, agriculture, infrastructure, telecoms, mining and export.”

So what kind of support do Legal Resources Alliance offer to potential investors? The Head of the Business and Corporate Development department Orbby V.C Agwuncha explains: “Our firm is in a prime position to give quality support to business leaders and investors looking to explore business opportunities in Nigeria. First we will www.acquisition-intl.com

Acquisition International - October 2015 103

Lithuania: Leaders of Economic Development in the EU

Lithuania: Leaders of Economic Development in the EU An innovative and modern Lithuanian law firm, CONFIDENCE Law Office specialises in corporate and financial law. Experience and high-end professional excellence allows the CONFIDENCE team to tackle both day-to-day and complex legal issues related to business entries into the market, management of companies, mergers and acquisitions, investments, financial services and international transactions.

Company: CONFIDENCE Law Office Email: info@confidence.lt Web: www.confidence.lt Address: Konstitucijos av. 7, 09308 Vilnius Telephone: +37068741685; +37067574462

The firm’s competences are balanced by the strong litigation arm led by Dr L. Didžiulis and equally strong transactional arm led by Dr P. Miliauskas. All of our partners have solid academic background, enabling the team to create beneficial synergy between legal practice and legal doctrine. This, in turn, allows CONFIDENCE to raise service quality standards above the ordinary industry levels and succeed with best solutions in cross-border cases, especially where EU law is applicable. The CONFIDENCE Law Office demonstrates successful performance in acquisitions, mergers and investor protection issues whilst positioning itself as a competent Lithuanian law firm. Our partners are constantly invited to deliver business law training to judges, notaries, bailiffs and to counsel other law firms where legal matters are complex. The Lithuanian economy is one of the fastest growing economies in the European Union and is forecasted to remain such in the upcoming years. The country‘s GDP growth reached its peak in 2007 and, after recovering from the global recession, is currently ranked among the top 5 fastest growing economies in the EU. Growing production, recovering consumption and increasing investments are the main reasons why the annual growth of GDP is still predicted to be around 3 – 4.5% in 2015

104 Acquisition International - October 2015

– 2020. Economic indicators signal sustainable economy and there is an increasing number of foreign companies entering Lithuanian market by way of acquisitions of national companies and by green field investments. All market entry procedures require legal knowledge in corporate and financial fields. In order to tread with the current economic trends CONFIDENCE Law Office diversifies its activities and seeks partnerships with other legal services providers. We have a strong focus on the Nordic region and are currently looking to expand with legal partners in Latvia and Estonia to cover the entire Baltic region, strengthening our market position. In the near future CONFIDENCE is planning to grow and to diversify its services, in particular, to expand further both in size and to offer innovative products for its clients. Together with Swedish and German partners, CONFIDENCE is launching contract drafting platform, which will tremendously save drafting time for clients. CONFIDENCE Law Office team provides foreign clients with top-of-the-line legal advice on Lithuanian and European business law.

www.acquisition-intl.com

O’Connor & Associates

The Need for Attorney Fee Expertise Most corporate clients today have access to excellent litigation counsel in each particular area of concern. However, as attorney fee disputes are increasingly becoming a by-product of the main litigation event, few clients and few otherwise excellent litigators truly understand when and how to use attorney fee experts.

Company: O’Connor and Associates Name: John D. O’Connor Web: www.joclaw.com Address: 201 Mission Street, Suite 710, San Francisco, CA 94105 Telephone: +1 415-693-9960

Although the “American Rule” provides that each litigating party bears its own fees, there are exceptions to this rule. Successful class actions; employment and governmental discrimination cases; eminent domain suits; RICO claims; and other cases result in legally-sanctioned attorney fees claims. Promissory notes, guarantees, real estate purchase agreements, and corporate acquisition contracts often contain attorney fee clauses. High-stakes insurance coverage litigation usually features a battle over fees incurred in the underlying case(s). It is common for a case with a small monetary award to result in an extremely high request for fees. Typically in fees proceedings, the party with a claim to fees files a motion detailing the amount it requests, accompanied at a minimum by a Declaration of the main litigating attorney attaching a statement of his billings, detailing hours and rates for which payment is sought. The main billing attorney will normally justify the requested billing rate, which can be his actual rate or a rate claimed to be prevailing in the community for one of similar skill and experience. The motion, usually accompanied by a brief summarizing the law of fees in that type of case, includes the statutory or contractual authority for same. When the responding party files its submission, the contours of the ultimate dispute take shape. It is common for the respondent to challenge the billing rates as unduly high; the number of lawyers assigned as excessive; the hours spent as inefficient; the number and length of conferences and meetings as unnecessary; the billing form as improperly “blocked” and “vague” in description; many of the tasks billed as being unwisely or improvidently chosen; certain work as not related to prevailing claims; and generally excessive fees for the type of litigation involved. Often this opposition is accompanied by a request for limited discovery regarding fees. As objections are detailed in various cases, the challenging lawyer is usually able to write an impressive brief in support. These objections can be made without an expert witness, except as to prevailing billing rates, which the responding lawyer is qualified to opine. The responding party will have made a serious mistake, however, if it did not bolster its objections with a detailed opinion of an experienced fee expert. Often, the reviewing Court has witnessed the work of the petitioning lawyers

www.acquisition-intl.com

and formed a positive opinion of them. Indeed, the reviewing Court in the underlying case would often have ruled in favor of the petitioner and against the respondent. Even if not, the respondent must labor against the human assumption that established, competent lawyers have billed in accordance with community standards. However, surprisingly, it is common for responding parties to put forth objections without an expert. We have seen cases where fees sought into eight figures, where no expert has been retained, with unenviable results. Most experts have the capability of presenting a computer analysis isolating hours and tasks, which can claim to isolate amounts of “block” entries, incompensable “clerical” time, and other practices. Such a presentation, though, is often superficial, and may not impress a reviewing Court seeking a principled basis upon which to reduce fees for the prevailing party. Whatever the case, any attack on the requested fees should call for a rebuttal by a qualified attorney fee expert on behalf of the petitioner. However, this guideline is frequently observed in the breach. Even if the Court had been inclined to a favorable opinion of the petitioning firm, even a superficial attack on the petitioning lawyers’ fees can be facially effective, and thus the petitioner would need to blunt effectively any such attack. A qualified expert can help by suggesting needed discovery from the responding party of information regarding that party’s billings which supports the petitioner’s request. More importantly, an expert employed correctly will go beyond the glittering generalities put forth in these disputes. They would show why a particular billing rate is justified with specific reference to specific firms doing nearly identical work or why a particular task was necessarily and properly time-consuming. Most reviewing Courts are experienced at resolving factual disputes based on a presentation of specific compelling facts. A wise litigation party, in short, should employ an expert to do just that.

Acquisition International - October 2015 105

Mitigating Anti-Corruption Risks in M&A Transactions

Mitigating Anti-Corruption Risks in M&A Transactions Company: Forensic Data Services Name: Robert D. Moody Email: rmoody@forensic-data-svc.com Web address: www.forensic-data-svc.com Address: 7540 NW 5th St, Plantation, FL 33317. United States. Telephone: +00 (1) 954 -727-1957

The current global economic environment has posed various challenges for investors, including private equity firms, domestic corporations, and multinationals. Founded in 2007, by Robert Moody, Forensic Data Services stands ready to help with a complex range of technical matters. We had the opportunity to speak with Mr. Moody and listen to how he and his team are prepared to aid companies to mitigate risk. Company growth leads to operating in international territories whether it occurs in logistics, sales or investment capacity. There are fewer boundaries and barriers to business and market penetration than ever before, and while this creates more opportunities for investors, it also presents new risks. More than 70% of the world is deemed to have high corruption risk. Companies who expand globally are in all likelihood going to be performing in new cultures and environments. Mr. Robert Moody reported that he launched Forensic Data Services with global expansion as a main goal. From day one, Mr. Moody focused on investing wisely on his team, realising that a strong infrastructure was crucial for global reach. “Our FDS team members are recruited from the cream of the crop in various fields such as criminal justice, computer science, accounting, and psychology to name but a few. “This powerful combination of talent,” along with Mr. Moody’s unprecedented level of expertise, “are what has driven us to the forefront of our industry opening doors into new market territories all over the world.” “As our personal and business worlds become increasingly reliant upon technology, protecting confidential and proprietary information is not just a competitive issue. It is a growing regulatory requirement throughout the world” Many governments do take action to fight corruption. Some will make public statements regarding how enforcement and legislations are being strengthened, as they come to understand that corruption weakens their economic value as a hospitable environment for corporations as they undermine the public interest and create and unfair playing field for global businesses. These assurances however are never enough to prevent the risk data corruption creates. To mitigate corruption risk associated with outbound activity, one needs to target using proactive preacquisition due diligence steps and post-acquisitions integration systems. Where the pre-acquisition due

106 Acquisition International - October 2015

diligence assists investors with the estimations of the actual value, eg. contracts attained through illegal means (coercion) are most often legally unenforceable; this business is lost when the illegal payments end; therefore liability for prior corruption will result in harm to the investor’s reputation as well as future business prospects. However even with these programmes and measures in place for companies, data corruption is still rampant in the business community and when the situation arises, it is nice to know that a single call can initiate an immediate response by Forensic Data Services with an initial telephone consultation, followed up by an on-site interview usually arranged with 24 hours. A work plan comes after the initial assessment is formulated with a budget and timeline provided for the staff to whom the completion of the project is paramount. Forensic Data Service employs only highly competent staff of the most talented individuals with extensive education and relevant experience in areas including: criminal justice, computer science, accounting, computer forensics and civil and criminal law among others. It is the capabilities of these professionals who allow it to be successful when supporting clients in matters relating to criminal prosecution and/or defense, employment issues, fraud analysis and detection, hacking, identity and IP theft among others. “With a full spectrum of services, from email and security breaches, stolen data, white-collar crime and recovery of evidence from computers and mobile devices, to rapid – response capability to assist our clients in responding to the operational, legal and reputational risks associated with a data breach incident.” Robert was recently honoured as a speaker about Digital Security, at the 7th European Academy of Forensic Science Conference in Prague.

www.acquisition-intl.com

The Evolving Transfer Pricing Landscape in the Netherlands

The Evolving Transfer Pricing Landscape in the Netherlands Rudolf Sinx, Managing Director of Quantera Global, discusses how his firm is operating in the ever-evolving economic landscape. Company: Quantera Global Name: Rudolf Sinx Email: r.sinx@quanteraglobal.com Web Address: www.quanteraglobal.com Address: Amsterdam/ Eindhoven, The Netherlands Telephone: + 31 88 2215800

Quantera Global is the world’s leading independent transfer pricing advisory firm, providing specialist transfer pricing services to multinationals of all sizes across the globe. We are independent and focused on our core business, transfer pricing. We do not work in isolation, but instead establish a real cooperation model with organisations as well as with our clients’ other advisors. We know from experience, that close collaboration and a comprehensive understanding of business results in practical support. This truly meets the clients’ needs and brings value to their business.

BEPS is a game changer and affects the status and organisation of any tax / transfer pricing function. As a result, our work is becoming truly visible at board level, which in return gives the tax directors more room to perform their job in accordance with today’s standards.

We are established in 13 countries and have additional coverage in several other countries through alliance partners.

Looking at the future, there are still many things we would like to achieve. We envision to build our practice further in countries where we are not established yet. We will continue our strategic discussions with clients and prospects on tax strategy and risk management and how to react to the changing world on transfer pricing, preparing them for the future.

We focus on the full circle of transfer pricing for MNEs. From strategy, design, documentation and implementation, to defence. The tax directors of MNEs are currently facing major challenges.

www.acquisition-intl.com

Because we are focussed on transfer pricing solely, we are able to dedicate a fair portion of our working week to technical meetings and discussions with tax authorities - with whom we maintain excellent relations - and other relevant organisations.

Acquisition International - October 2015 107

Setting up a Franchise Business in the USA While franchising is well established, it is not without some challenges. Franchisees are dependent upon the knowledge, experience, and reputation of the franchisor. Many times franchisees hold franchisors to a high standard of accountability. Strasburger & Price, LLP partner Earsa Jackson talks us through some of the ‘do’s and ‘don’ts’ of a successful franchise system. Company: Strasburger & Price, LLP Name: Earsa Jackson Web: www.strasburger.com NY Address: International Plaza 750 Lexington Avenue, 6th Floor New York, New York 10022 Telephone: 646.395.8580 Dallas Address: 901 Main Street Suite 4400, Dallas, Texas 75202 Telephone: 214.651.4300 Founded more than 75 years ago, Strasburger & Price, LLP is a premier regional law firm with an international presence and expertise from 30 practice areas. Strasburger has offices throughout Texas— Austin, Dallas, Collin County, Houston and San Antonio—as well as offices in Washington, D.C. and New York, and a subsidiary in Mexico City.

Franchising is an $800 billion dollar industry. There are almost 800,000 franchised businesses in the United States, accounting for over 8 million private sector jobs. The possibilities for franchising are virtually unlimited. If a business can be replicated and scaled, it can be franchised—making franchising a modern blueprint for expansion that has withstood the test of time. Because franchising allows a company to expand with someone else’s capital—the franchisee’s—it allows faster expansion of a brand, especially one with limited resources, compared to organically generated growth. The franchise model provides the franchisor the ability to establish a defined system and require compliance by franchisees, although the franchisees remain separate entities. Franchisees expect franchisors to deliver value throughout their relationship but may be disappointed at the pace or level of service. A franchisor must, therefore, learn to manage expectations and satisfy franchisees. Franchisors trust franchisees to be the face of their brands, but there are risks associated with having third parties represent companies and brands. The key to creating a win-win situation is anticipating as many issues as possible and figuring out solutions in advance. This planning creates a solid foundation for a franchise system. When a franchise operation runs smoothly, the entire system benefits and thrives. On the other hand, one bad performer in the system can have a negative impact on an entire brand. Sound legal advice and a strong franchise agreement are essential for expanding while protecting your brand. Franchising, regulated at the state and federal level in the U.S., has two types of applicable regulations: franchise-specific regulations and business opportunity regulations; and two types of regulatory schemes: (1) registration & disclosure laws governing the offer and sale of franchise opportunities; and (2) franchise relationship laws governing the ongoing relationship. Know the legal requirements before offering a franchise to avoid exposure to a range of legal claims.

108 Acquisition International - October 2015

Hints for Franchise Success: *Be selective in granting franchises. The first few franchisees in a market are more critical to brand success than many systems realize. Not everyone who can afford your franchise opportunity may be a good fit for your brand. Be selective. These franchisees can be great validators for the brand. *Whether you are expanding domestically or internationally, be certain your infrastructure support for franchisees is sound. Know the keys to success of the brand and ensure that your operations team is well versed in your system. If expanding internationally, have a written plan in place for supporting your international franchisees, well in advance of signing up the first one. *Train franchisees well. Your training program should be first rate, as it is your first real deliverable to franchisees. Start the relationship on a positive note. If there is a weak link in your training program, it will show up in operations. Remember, franchisees are looking to the franchisor as the guide. They don’t want to have to innovate and figure out solutions the franchisor should have mastered. Instead, franchisees want to execute what they have been taught by the franchisor. If you see recurring problems in operations, first consider possible holes in your training program. *Monitor compliance with brand standards. You must have a system in place to determine that franchisees are representing your brand well in the marketplace. Be quick to offer assistance to franchisees that are out of compliance to ensure that small problems do not become systemic. *Communicate regularly with franchisees. Establish a model for regular communication with your franchisees. Staying engaged with your franchisees allows you to build a strong relationship. If challenges arise in the relationship, you are much more likely to reach an amicable solution when you have a good relationship in place before a problem arises. *Continue to improve the brand. A franchise system is a dynamic model and requires change over time. Your system should permit the model to evolve. Include franchisees in this process as they can often provide valuable input for brand success. www.acquisition-intl.com

Setting up a Franchise Business in the USA

www.acquisition-intl.com

Acquisition International - October 2015 109

Development Finance: An Alternative

Company: Oblix Capital Name: Rishi Passi, CEO Email: enquiries@oblixcapital.com Web: www.oblixcapital.com Address: 3rd Floor, 111 Buckingham Palace Road, London, SW1W 0SR Telephone: +44 (0) 207 340 6330

This summer has seen the mortgage market return to near pre-recession strength. The latest British Banking Association high street banking figures suggest that gross mortgage borrowing in August grew to £12.2bn. That’s 14% higher than a year ago and the largest increase in seven years. It’s great to see that banks are starting to loosen their purse strings, helped somewhat by the buy-to-let boom, the success of the help-to-buy scheme and an increase in remortgage activity by those wary of an impending interest rate rise. For many it seems, the market is in rude health.

However amid this flurry of activity, we’re at risk of overlooking the difficulties that many property developers and SMEs are still facing when looking for finance, a problem which threatens to limit the supply of fresh stock into the market and in turn, fuels the upward price pressures that restricted supply can cause. Just last week, the National Association of Estate Agents warned of an impending “crisis point”, as supply of houses for sale slumped to its lowest level for 11 years, so accessible finance for those trying to build and develop property is an issue that shouldn’t be ignored if we’re going to fix the supply/demand imbalance up and down the country. Ultimately, SME developers are still feeling the effects of the financial crash. Heightened regulation and an inflexible ‘computer says no’ approach to property finance is restricting lending levels, such that while developers still have great ambitions, traditional banks can’t deliver the support they need for these smaller scale short term projects. Unless developers can find suitable finance options, we may be storing up further price pressures down the line, which would put credit even further out of reach for borrowers. Developers can spend up to half of their time seeking finance and are crying out for fast, flexible and well-priced development loans, which banks – often slow and restrictive - are not geared to provide. It’s SMEs, speculative developers and those will little development history that are suffering the most. This type of developer is especially vulnerable to the challenges and uncertainty involved with construction, something that more established developers are better prepared for financially. Projects, even shorter term ones, are always going to be subject to external changes such as fluctuations in the costs of labour and commodities, and time delays beyond their control. With this in mind, developers need a transparent loan structure designed from the outset to be adaptable to any shifts in market pressures – not the formulaic approach many find themselves facing. These restrictions that big

110 Acquisition International - October 2015

banks are bound by often result in poorly structured development finance and can lead to projects having to be abandoned halfway through completion if the unexpected derails a project. It can also deter developers from spotting and acting on genuinely new development opportunities, which ultimately would be beneficial to the wider market. The reality is that development in London and the Home Counties can only go so far because of limited space, stock and capital. It’s time developers were encouraged to look further afield for opportunities, into regional cities in the South such as Oxford, Bristol, Cambridge and Southampton, where house prices are also coming close to double digit growth. Further north, the likes of Liverpool, Glasgow and Belfast, are still seeing average prices catch up on 2007. A number of the regional cities around the North West and East/West Midlands are witnessing upward price movements and as these markets approach the buoyancy seen in the south, that’s where the smart money should be going. Many SME developers are eager to exploit these opportunities but they need access to fast, flexible and reliable finance options - something alternative lenders are well equipped to provide - to do so. This means the number of smaller developers turning to alternative lenders is increasing at a rapid pace. Alternative financiers often have a better understanding of the development process, and greater ability to stretch LTVs and can provide finance quickly, to those that may not meet the strict criteria set by banks. As such, these nimble providers have the means of driving the development market in a way high street banks can’t because they’re not bound by a ‘one size fits all’ policy and can accommodate varying circumstances. As the government increases the amount of new houses needed to meet growing demand – 200,000 per year according to the Bank of England – it is highly likely that the number and

www.acquisition-intl.com

Development Finance: An Alternative

size of platforms offering this service will also increase at the same or a faster rate. While the initial base is significantly smaller than that of the banks, unless there is some element of change in how banks operate, the gap between the two could become densely populated sooner than we think. 2014 predictions by Nesta forecast that the alternative finance market would surpass £4.4bn in 2015, as it goes from strength to strength.

are based outside of the London property bubble the most affected. Land Registry data revealed this week that London property prices have risen 6.6% compared to August 2014, meaning not only are smaller developers often priced out of the market themselves, leaving just the major players, banks are more likely to lend as it’s a ‘safer’ market.

to smaller developers it’s unlikely that the supply/ demand imbalance will shift. While external factors such as interest rate cycles, currency movements, employment and population growth will always affect house prices, accessibility to finance is one that can be actively changed on our own terms and under our control.

Until attention is paid to other regions of the country and to addressing the provision of finance

In the meantime however, small scale developers are still struggling across the country, with those who

www.acquisition-intl.com

Acquisition International - October 2015 111

Following the Volkswagen Scandal: A Legal Perspective

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.

112 Acquisition International - October 2015

www.acquisition-intl.com

Most Highly Regarded Expert Witnesses for 2016: Deloitte

Most Highly Regarded Expert Witnesses for 2016: Deloitte Deloitte Forensic offers services to clients in the areas of investigations, disputes (notably expert witness), financial crime, forensic technology and business intelligence. Simon Cuerden, who heads the UK Disputes practice of the firm, talks us through the business and how Deloitte Forensic excels in the market. Company: Deloitte LLP Name: Simon Cuerden Email: scuerden@deloitte.co.uk Telephone: 0207 007 2020

Deloitte Forensic helps clients react quickly and confidently in a crisis, investigation or dispute. We use our global network, deep industry experience and advanced forensic technology solutions to understand and resolve issues.

expert witness can bring clarity for the Court in terms of the key assumptions which are relevant to the assessment of damages. The expert witness should not be seen to stray into acting as an advocate for their client’s position.

The firm is rich in its diversity of thinking because it has successfully integrated partners and staff who have come to us from other firms and organisations. We can also access true industry experience, true subject matter expertise and have true global reach.

The economic environment in which we operate is constantly changing, presenting a challenge for us. The changing nature of the economy and industries are relevant factors and our ability to engage and draw on subject matter and industry experts from the wider firm is what keeps us ‘current’.

Deloitte Forensic is on track to have 400 partners and staff within the next few months, which does not include colleagues from outside Deloitte Forensic who work on expert witness assignments, highlighting our confidence to this area of business, as well as our ‘bench-strength’. I personally first became involved in expert witness work in 1992, so I have seen various changes in terms of the use and role of expert witnesses. The

We also need to keep informed of changes in the legal process and have a dedicated technical team within Deloitte Forensic for this purpose. We appreciate that there is a lot at stake for our clients. We work as a truly collaborative team within Deloitte Forensic, and indeed the whole ethos of the firm is ensuring that an engagement team has the right skills, knowledge and experience to ensure our clients receive the best possible service. There is a very public profile where our partners and staff give evidence in a Court process. Client service in expert witness work should be driven by an underlying respect for the Court process. Working within the UK has its share of challenges and advantages. London is a, if not the, key centre on a global basis for the resolution of disputes, with clients seeking access to the capability which exists in law firms, the bar and the forensic arena. The international reach of the London professional community drives opportunity. The challenge in the market at the moment is to secure talent to meet demand for our services, along with developing the next generation of expert witnesses which will be needed five and ten years hence. In order to meet this challenge, we are committed to developing our people. Looking to the future, both in 2016 and beyond, it is our ambition is to maintain our momentum. For example, we have recently added two very experienced expert witness partners to enhance our ‘band-width’. I expect a busy close to the end of the calendar year. There continue to be many opportunities for our services, and I believe that will continue into the future.

www.acquisition-intl.com

Acquisition International - October 2015 113

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, weâ&#x20AC;&#x2122;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.

The Deal Diary

Q3 round-up The third quarter of 2015 has been promising, if not exceptional, in terms of M&A activity, according to Zephyr, the M&A database published by Bureau van Dijk. In all some USD 1,335,780 million was invested across 18,365 deals between July and the end of September. This marks a decline in terms of both volume and value on Q2, but value is higher than for any other quarter in the last year. In spite of the fact that Q3 has fallen short of the USD 1,457,523 million-worth of dealmaking signed off in Q2 2015, the result is by no means a disaster. In fact, this quarter has been the second most valuable since Q3 2007, giving many hope that the decline recorded will just be a temporary blip and normal service will resume at the end of Q4 with growth getting back on track. Prior to this result there had been three consecutive periods of increasing value. The results suggest that lower deal volume in Q3 2015 may be to blame for the drop in value, as just 18,365 deals were agreed over the three months, compared to 22,121 in Q2 2015 and 21,282 in Q3 2014. The most commonly targeted sector of the third quarter of 2015 is the chemical, rubber and plastics industry, which notched up USD 155,819 million and was closely followed by insurance with USD 153,311 million. Other significant industries include machinery, equipment, furniture and recycling, which was targeted in deals worth USD 131,607 million. In terms of regional investment North America topped the rankings in Q3 with USD 580,463 million, placing it some way ahead of its nearest rival, which is Western Europe with USD 327,922 million. The Far East and Central Asia placed third with USD 275,466 million. The same three regions led the way in terms of deal volume, albeit in a different order as Western Europe headed the list with 5,636 deals, compared to 5,470 for the Far East and Central Asia and 3,516 for North America. The latter’s significantly lower volume suggests individual large transactions account for its impressive showing at the head of the value rankings. In conclusion, although Q3 2015’s results may look somewhat disappointing at first glance it is worth bearing in mind that aggregate values for the quarter are still relatively high when compared to the last few years. Many will be hoping the year ends on a positive note with high investment levels and deal volumes and based on the evidence to date there is every chance of 2015 being a blockbuster year for dealmaking.

hands-on grey matter.

Number and Aggregate Value (Mil USD) of Deals Globally: 2006-2015 to date (as at 30 September 2015) Deal half yearly value (Announced date)

Number of deals

Aggregate deal value (mil USD)

Q3 2015

18,365

1,335,780

Q2 2015

22,121

1,457,523

Q1 2015

19,658

1,203,469

Q4 2014

21,464

1,181,032

Q3 2014

21,282

1,113,030

Q2 2014

20,190

1,275,761

Q1 2014

20,487

883,452

Q4 2013

22,731

952,682

Q3 2013

20,386

1,032,573

Q2 2013

19,724

915,072

Q1 2013

18,110

733,602

Q4 2012

17,666

965,981

Q3 2012

14,704

594,109

Q2 2012

15,033

635,125

Q1 2012

14,791

528,761

.Mergers & acquisitions .Gaming and gambling .Payments .Corporate finance .Software licensing .Brand protection .Sponsorship .Image rights .Privacy .Data protection .e-money .Company incorporation .Company maintenance .Insolvency .Restructuring .EU cross-border trade .Competition (anti-trust) .Employment .Consumer protection .Domain name disputes .Taxation .Real Estate .Financial services .eCommunication .Wealth management .Cryptocurrency FINANCIAL AND CORPORATE RECOMMENDED FIRM

2015

Level 5 Quantum House 75 Abate Rigord Street Ta’ Xbiex XBX 1120 Malta Telephone: (+356) 20925100 Web: www.whpartners.eu

www.acquisition-intl.com

Acquisition International - October 2015 115

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.

Debt Providers

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.

Virtual Data Room Provider

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.”

116 Acquisition International - October 2015

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.”

Acquisition International - October 2015 117

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.”

118 Acquisition International - October 2015

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 - October 2015 119

0203 769 6518

info@danddleasing.co.uk

www.danddleasing.co.uk

Light Commercial Vehicles

Professional Loans

Equipment Leasing

Release the potential for your business today with D&D Leasing

Specialists in Entrepreneurial Finance

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 - October 2015 121