BAHRinsight '19 I '20

´19 ´20

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BAHR in brief STAFF

LAWYERS

PARTNERS

(incl. partners)

220

160

39

BUSINESS SUPPORT

ADMITTED TO THE SUPREME COURT

REVENUES NOK MILLION

60

12

765

Management: Board of Directors:

Managing Partner:

Richard Sjøqvist, Chair

Thomas K. Svensen

Peter Hammerich, Vice-Chair Charlotte Håkonsen Jon Christian Thaulow Tarjei Thorkildsen As at 1 January 2020 Revenues 2019 <<< 2

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CONTENTS BAHR in brief The Managing Partner takes the floor Daring and winning in uncertain times Landed the solution when it mattered the most The year in which we got real about energy transition The fight for capital Solutions when jobs are on the line Broadcasting case provides important clarifications for downsizing processes Those who build for the future #ViTarAnsvar (We take responsibility) getting more people through education Instant digitalisation of the legal industry and the courts BAHRâ&#x20AC;&#x2122;s green shift BAHR + University of Cambridge = World-class learning Strength in diversity New BAHR partners from 1 January 2020 Publications and authorships Awards and ratings

02 04 08 14 18 22 26 32 38 42 48 50 56 62 68 69 70

Photos: Erik N.H. Krafft, Ole Walter Jacobsen and Shutterstock Design and layout: SolgĂĽrd Design AS

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Navigating uncharted territory

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Times are unusual. There is no mistaking that. 2019 was an eventful year for BAHR, but that is all in the past. The world has changed as the result of covid-19, and that is what everyone is focusing on. 2020 started on a strong note for us, and BAHR has been coping remarkably well since the initial outbreak in March.

This demonstrates fortitude and resilience, but we have had, and still have, to make difficult and important choices.

Covid-19 has introduced a completely different level of uncertainty than we have previously known. The long-term effects are hard to predict. The situation also requires BAHR as a firm to make the right decisions to stay in tune with market changes and facilitate renewal, says Thomas K. Svensen, Managing Partner of BAHR.

reactions. Some adopt a waitand-see stance until the waters calm, while others actively embrace the situation despite the uncertainty. Finding the courage to make choices is absolutely crucial. As advisors to clients in critical situations, passiveness is not an option for us. Not in relation to our own business either, observes Svensen.

â&#x20AC;&#x201C; When crisis strikes, people and businesses differ in their

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We shall through the renewal we are undertaking as a firm further enhance our ability to deliver in such extraordinary situations, and we shall tool ourselves up for new times Thomas K. Svensen BAHR Managing Partner

Renewal for the future Renewal for the future Despite these unusual times, BAHR did in the spring of 2020 embark on what will be the greatest transformation in the history of the firm. This transformation is based on new technology and new ways of working. Digitalisation and automation have resulted in the elimination or restructuring of many tasks, especially in business support. For the lawyers, this means new working methods and more efficient and effective interaction, both internally and with clients. â&#x20AC;&#x201C; We are renewing and making

changes based on the plans we have made and the needs we are anticipating for the future.

Change is challenging, especially for those who are affected.

It is nonetheless of decisive importance to our development that we proceed with change and renewal, says Svensen, before adding: â&#x20AC;&#x201C; These changes only mark the beginning of our renewal as a business, which will ensure that we retain our strong position in the future. Such renewal will have numerous manifestations, 5 >>>

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We want to further enhance the attractiveness of the legal profession, thereby also sowing the

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seeds of increased diversity

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including an emphasis on digitalisation, process improvement and the development of skills and talents. Our objective for the latter is to add further substance to our ambition that you will learn more at BAHR than anywhere else.

Which will also benefit our clients.

Everyone needs to chip in Challenging times demand more from us all. As manager, Svensen is focused on ensuring that all BAHR team members, at all levels, recognise and understand their own roles in the team, and actively contribute to adding value for clients, as well as to the development of BAHR. – This is a prerequisite for success. All BAHR team members have an important role to play, and we must all have the desire and ambition to contribute. This is why we greatly value personal initiative and development ambition, in everything from new and existing client relationships to new talents and BAHR as a team. We will only deliver top performance if everyone takes ownership of the processes and pull in the same direction.

World-class learning Expertise and diversity are at the core of our continuous development effort. BAHR has pursued professional development systematically since its inception in 1966 – most recently under the BAHRacademy umbrella, which encompasses all employees of the firm.

BAHRacademy has lifted the

training to a new international level. BAHR has in close collaboration with the University of Cambridge developed a tailored education programme offering everyone the opportunity to learn from some of the world’s leading academics and from BAHR’s own experts in their respective fields.

– The education programme is a key component of our effort to evolve very bright lawyers into more well-rounded advisors for our clients. This takes a lot more than only legal expertise. Tailored modules will enable attendees to strengthen their understanding of relevant topics like finance, strategy, macroeconomics, microeconomics and project management. The programme also forms an important part of the lifelong professional learning that is an essential feature of the legal profession.

We would like the programme to inspire talents to seize the opportunities available to them after graduating from law school.

We want to further enhance the attractiveness of the legal profession, thereby also sowing the seeds of increased diversity, says Svensen.

Advisor in extraordinary situations BAHR is the law firm that affords talents the opportunity to create something extraordinary for clients. They will together with great colleagues be providing assistance when the perfect storm hits; when the uncertainty,

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complexity and potential fallout may seem daunting – and there is much at stake. In these situations, clients need more than legal expertise. They need an advisor that can see the big picture and the full range of opportunities, and that inspires their full confidence.

– We want clients to think of BAHR in situations like that. This is the very essence of BAHR. What makes BAHR a fantastic place to work. The knowledge that I will here be able to assist on the most exciting and challenging matters, such as restructuring of the airline Norwegian or transformation of the Aker Group for a greener and more sustainable era. That I will be part of something extraordinary, with fabulous colleagues. And that our advice will add value for our clients, says Svensen, before concluding on the following note: – We shall through the renewal we are undertaking as a firm further enhance our ability to deliver in such extraordinary situations, and we shall tool ourselves up for new times.

These changes only mark the beginning of our renewal as a business

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Daring and winning in uncertain times When the pandemic struck, listed companies were put to the test.

Equity markets were part of the solution, both for distressed companies and for those ready to take the plunge when the outlook was gloomiest. Thereafter everything turned green.

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– The year got off to an ordinary start with high activity in January and February. Covid-19 then made its presence known in March and turned markets upside down.

Transactions were put on the backburner or deferred. The focus of our clients and ourselves was on preserving value and providing markets with correct information in relation to the prevailing situation, potential effects and the future outlook, explains Lars Knem Christie, BAHR Partner.

conduct our Shareholders’ Meeting when people are not permitted to get together?

By the time the pandemic surged ahead, many companies had already published their dividend plans and updated short-term and long-term market guidance.

Covid-19 forced market players back to the drawing board. The questions were piling up. Will our revenues disappear? Will we be in

– It was a situation of unprecedented uncertainty and complexity. No one had empirical data or models that took account of the effects of a pandemic. The situation of working from outside the office also became an X factor. There is a reason why there is a statutory requirement for corporate bodies

breach of loan covenants? Should we withhold dividends? How do we

to get together to discuss major decisions. Both we and our clients

– All of this also coincided with the completion of annual reports.

The corona virus raised new and important questions just as this process was drawing to a close, for example in relation to risk factors and the future outlook. The situation evolved rapidly, and swift action was of the essence, adds Camilla Iversen, BAHR Attorney.

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Attorney Camilla Iversen and Partner Lars Knem Christie.

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were quickly up to speed on digital interaction, says Christie.

Norwegian was to be saved One of the major instructions for Christie, Iversen and their BAHR colleagues was the restructuring of the airline Norwegian.

– This is definitely one of the cases that will stay with us. Norwegian is a business that evokes strong feelings in many people, and a brand name with universal recognition. The company has tens of thousands of social media followers, and there was intense interest. We experienced massive goodwill from everyone involved, and there was amazing support for the equity issue. The target was to raise NOK 400 million in new equity, and the book was closed at NOK 3 billion.

One should not underestimate the value of the goodwill developed by the company among stakeholders over many years, says Christie.

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there were large trading volumes and major price fluctuations in the share. Correct and reliable information to the shareholders was of decisive importance to the successful completion of this process. Some companies also took the plunge in the middle of the pandemic. With a strong belief in their own project and, not least, in the future.

– Salmon Evolution chose to go ahead with a private placement during the most turbulent period in March. They had the courage to look beyond the horizon, although uncertainty was at record levels.

Now, after having completed another private placement in August, the company is listed on Merkur Market.

An incredibly exciting company that we look forward to hearing more from, says Christie.

Camilla Iversen highlights the importance of providing existing and potential investors with comprehensive and relevant information, especially in a situation with many retail investors.

One of Norway’s largest transactions ever It would also take more than a pandemic to put paid to the divestment of Bay’s classifieds business. Schibsted and Adevinta participated in the process, which ended up with Adevinta acquiring eBay Classifieds Group

– The company did after all have about 60,000 shareholders, and

in an agreement valued at USD 9.2 billion. This transaction was one of the largest ever in Norway.

BAHR BAHR assisted both Schibsted and Adevinta in this process.

– Completing a process like this during such a period of uncertainty is really quite sporting. It suggests that a bit of guts and independence of mind is a recipe for success, says Christie, before adding the following observation: – The case is also fascinating inasmuch as it is a Norwegian acquisition of a US business. We are used to the reverse, but this is a transaction in which a Norwegian company captured the choiciest part of a US blue chip company in a competitive tender. An exciting development!

– The timing does in many ways also reflect the trend we observed this spring. A surprisingly short time after everything came to a standstill in March, we noted that market players were starting to get restless.

We registered a distinct change of gear in June, and the period after that again saw very high activity and appetite for transactions and IPOs, says Iversen.

Headed for Merkur at rocket speed The autumn of 2020 was coloured green; especially at Merkur Market.

Merkur Market has become a highly attractive marketplace. Companies seeking a listing will typically conduct a private placement with professional investors before filing the listing application. Many of these companies are in a development and growth phase, and will be raising more money.

This makes it a distinct advantage to have a shareholder base comprised of professional investors with financial muscle, rather than a broad shareholder base with many small shareholders.

– These companies benefit from a professional shareholder base, but those shareholders also have high corporate governance and transparency expectations. The companies often have limited experience with the type of corporate governance required for listed companies, thereby adding to our responsibilities as advisors – both during the process and in the form of follow-up after the first listing day.

We cannot simply help a company get listed, refer it to the stock exchange regulations and bid it farewell. We need to make more of a commitment than that, says Iversen.

– ESG profile and substance have become truly important to investors, but this is not in itself unique to Norway. We have, however, come to appreciate the value of Merkur Market, which suddenly shot to prominence, especially when several major companies opted for a Merkur

– A listing on the main list will typically take three to four months to complete.

This time is spent on quality assurance of the product distributed to potential investors. A Merkur process lasts just over a month. There is no let-up. As advisors, we focus on hurrying slowly.

This is of course out of consideration for the companies seeking a listing, but also out of consideration for investors.

Right now, this marketplace represents a major competitive advantage for

Market listing, including no less than three companies from the Aker system, says Christie.

Norway over listings in other countries.

We need to maintain this competitive advantage, concludes Christie.

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From the opening bell ceremony when Aker Offshore Wind was listed on Merkur Market. The company’s CEO, Astrid Skarheim Onsum, is ringing the bell. Øivind Amundsen, CEO of the Oslo Stock Exchange, on the far left.

Photo: Terje Pedersen/NTB

From the listing of Aker Carbon Capture on Merkur Market. Aker Carbon Capture's CEO Valborg Lundegaard starts trading by ringing the traditional opening bell. Øivind Amundsen, CEO of the Oslo Stock Exchange (far left side of photo) keeps an eye on proceedings. Board Chair Henrik Madsen is second from the left.

Photo: Gorm Kallestad / NTB

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A Merkur process lasts just over a month. There is no let-up.

As advisors, we focus on hurrying slowly

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Landed the solution when it mattered the most With almost every aircraft grounded, virtually no passengers and debts running to NOK 55 billion, the airline Norwegian was in dire straits in the spring of 2020. The solution involved – as the business daily Dagens Næringsliv phrased it – a mix of alchemy and Harry Potter. The airline was saved.

– Norwegian had just emerged from a restructuring and the outlook was promising, when the pandemic dealt it a knockout blow. There was no time to lose. We were working against the clock, says Richard Sjøqvist, BAHR Partner and Head of the firm’s Finance market group.

Like other airlines and travel industry companies, Norwegian took a hammering from the government restrictions introduced in response to covid-19. The airline approached the authorities already in February, with a warning that the situation might turn critical. Norwegian then had total debts of NOK 55 billion, of which NOK 33 billion were owed to aircraft leasing companies and NOK 21.9 billion were owed on aircraft owned by the airline itself.

On 19 March, the Government of Norway launched an emergency package totalling NOK 6 billion, of which NOK 3 billion was earmarked for Norwegian. However, this did not in itself resolve the airline’s predicament. Norwegian and the BAHR team needed to get the backing of all stakeholders for a plan to comply with the requirements under the borrowing programme.

The airline got access to the first NOK 300 million of government funds through a combination of guarantees from DNB and Danske Bank. Norwegian thereafter needed to get interest and instalment relief, to enable a NOK 1.2 billion government guarantee to be furnished. The airline then had to strengthen its equity to gain access to the last NOK 1.5 billion.

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BAHR Partner, and Head of the firm’s Finance market group, Richard Sjøqvist

There was no time to lose. We were working against the clock 15 >>>

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The situation was complex and the negotiations challenging

Transparency and equal treatment After intense negotiations with bondholders, leasing providers, banks, major suppliers and other creditors, the Shareholders’ Meeting of Norwegian was on 8 April invited to vote on the following proposed solution: • Part of Norwegian’s debt to aircraft

leasing companies, banks and other creditors to be converted into Norwegian shares.

• Use of other financial instruments to convert other relevant debt into equity or equity instruments.

• All or major parts of the company’s bond loan to be converted into Norwegian shares.

• Completion of a subsequent private placement against cash consideration, with a potential preferential right for existing shareholders.

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The plan was adopted, and the company was able to proceed with its response to covid-19’s effects on the airline’s operations.

– We are delighted to have been able to assist with finding a solution.

The key objective was, as always in a process like this, to preserve asset values, safeguard jobs and ensure continued operations and value added. The situation was complex and the negotiations challenging, but we appreciated that stakeholders acknowledged the seriousness of the situation and the limited room for manoeuvre. It was important for Norwegian and us to take a transparent approach and treat everyone equally. I believe that was the key to our success, concludes Sjøqvist.

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The year in which we got real about energy transition

For BAHR’s Energy and Shipping market group, 2020 was the year that truly marked the start of the transition to a low-emission society.

of the great transition we are venturing on. This transition to a low-emission society is fundamental and will affect us all, says Thaulow.

Although many of us will predominantly associate 2020 with the corona virus, Jon Christian Thaulow, Partner and Head of BAHR’s Energy and Shipping market group, will remember 2020 as the year in which Norwegian industry took fully on board what investments are needed to meet the climate targets under the Paris Agreement and the Norwegian Climate Act.

Riding the renewables wave These changes caused a veritable Klondike atmosphere for green companies in the late summer and the autumn of this year. The Oslo Stock Exchange and Merkur Market have experienced a flood of companies seeking a listing to attract capital from investors with an ESG focus, and Oslo is now frequently referred to as Europe’s renewables exchange. This has of course made it a busy time for BAHR’s oil and gas, renewable energy and shipping team.

– The key change on our part this year is that much more of our activity has been related to renewable energy. This applies across our portfolio. It is obvious that this is only the beginning <<< 18

– There have been many more investments and more of a focus on developing projects in that

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Jon Christian Thaulow, BAHR Partner and Head of the firm’s Energy and Shipping market group (on the right), with BAHR Partner and market group colleague Morten P. Smørdal.

direction than ever before. This activity is initiated by traditional market players, including those previously more focused on oil and gas. We have for example noted that some of our major clients, such as HitecVision and the Aker Group, have taken a strong interest in this sector, explains Thaulow.

We expect a lot more renewable energy work to come our way

Thaulow’s team has been very busy, both during the coronavirus lockdown and into the summer holidays, on projects such as the Aker Horizons launch. Aker’s renewables initiative is clearly a «big deal», which has attracted considerable attention after Aker Carbon Capture and Aker Offshore Wind were both spun off from Aker Solutions.

– I must really praise our team members. Many of them put in a truly extraordinary effort over this period – setting aside their summer holiday plans and pulling out all the stops. We were fortunate to be part of the Aker Horizons launch. Aker previously had a carbon capture company called Aker Clean Carbon, which we worked closely with until its activities were merged into Aker Solutions, and it is great to work on the same business again now that it has been spun off anew, says Thaulow.

High level of activity The development towards more green investment is also observed in the shipping segment, where BAHR recently assisted Østensjø Rederi in its sale of 19 >>>

THE YEAR IN WHICH WE GOT REAL ABOUT ENERGY TRANSITION

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a 25-percent stake in Edda Wind to Wilhelmsen. BAHR has also advised on a number of the largest power sector transactions in recent years, such as Sognekraft’s sale of half of the Leikanger power plant to Lundin Petroleum, and the HitecVisionowned oil company Sval Energy’s wind power investments in Finland.

– These are two prominent examples of transactions in which oil companies are getting involved in renewables projects, says Thaulow.

A major wind power project for the team has been the Øyfjellet Wind Farm, the largest standalone wind power project in Norway.

BAHR recently represented the company before the Oslo District Court in preliminary injunction proceedings instituted by the reindeer industry, which is seeking to block the wind power plans.

– Øyfjellet has been a major instruction for us. Onshore wind power development does generate controversy. Besides, our numerous transactions with Hafslund Eco after the acquisition in 2017 did in a way draw to a close with the adjudication of the Hafslund ASA compulsory acquisition proceedings this summer, notes Thaulow. Thaulow fully expects the high level of activity in BAHR’s oil and gas, renewable energy and shipping practice to continue.

– Our practice is largely driven by what direction investments are channelled in. The transition to low emissions will require investments on a monumental scale. We have always had a considerable renewable energy, hydropower and infrastructure practice. So this is far from uncharted territory for us, but we most certainly expect a lot more renewables work to come our way, says Thaulow.

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It is obvious that this is only the beginning of the great transition we are venturing on. This transition to a low-emission society is fundamental and will affect us all

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The fight for capital Capital gets channelled to the asset managers that have the best team and an X factor, and that also run a tight ship, according to BAHR Partner Peter Hammerich. In other words: Hardly a cakewalk.

A global pandemic may not necessarily smoothen the path?

If your fund does not attract capital, you are just a consultant. You need competent capital, and that means facing global competition

– The raising of capital for new funds has not come to a halt. The reason is clear. The world is full of capital, and that capital needs to be invested someplace. Stock exchanges are one alternative. Liquid, but involving high risk. Money market funds and bonds are not all that interesting in a low interest rate regime. If you manage an alternative investment fund and can offer a 10-15 percent return net of costs, then you are in a sweet spot, says Peter Hammerich, BAHR Partner and Head of the firm’s Asset Management and Private Equity market group, who makes the following observation: – So the market has not dried up, but there has been an element of delay. The world came to a standstill because of covid-19, and this had implications. Institutional investors that were considering investments in new funds in February chose to put these processes on hold in March. They needed a bit of a timeout. This is because fund investment is a longterm commitment. You can buy and sell stock exchange investments at the drop of a hat, but private equity funds and other alternative investment funds do not work like that.

– Another aspect that exacerbated the delay is that the

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exit market came to a full stop.

Investors are reinvesting capital made available through the divestment of portfolio companies.

If divestment is not taking place, it also means less capital available for reinvestment. The capital does of course not vanish – it just takes a bit longer.

High activity Hammerich compares the situation with that in sports.

– It is like the Olympic Games.

The Olympics this year were postponed, but that does not mean that they will not be held at some future date. Contestants nonetheless need to acknowledge that the Games will, when eventually held, be a different contest from that scheduled for this year.

Circumstances have changed.

Covid-19 also had an impact on the investment side, where the uncertainty put a brake on activity for a while. – Asset managers generally find it straightforward to value their existing investments.

The challenge is to know what you are buying. Many markets changed overnight in March, and overthrew plans that seemed perfectly viable before the pandemic hit.

We were for example working on a major travel industry case, and I think it is fair to say, with the benefit of hindsight, that it was fortuitous that this did not go ahead, says Hammerich.

Despite the delays in the wake of covid-19, Hammerich is reporting a

high level of activity in the market for new funds. He believes that 2020 will be a good year to start investing.

– Funds that were established in 2009 outperformed funds established in 2006. If you raise money this year and start investing in late 2020 and into 2021, I believe you will be well poised for strong performance, says Hammerich.

He expects investors’ required rate of return to decline over the next few years.

– When the interest rate is zero, a five percent return will suddenly become highly attractive. I expect capital to be channelled towards alternative investments. This is good news for asset managers focusing on alternative investments, as well as for BAHR, as we work closely with industry players.

Strong team, X factor and discipline Hammerich and the BAHR team have assisted a number of industry players on setting up new funds and raising capital this year, with HitecVision as one example.

He would nonetheless welcome new market entrants.

– We have a sound ecosystem, in which government entities like Argentum, Nysnø and Investinor play key roles. We are nonetheless seeing few newcomers. Why is that? Quite simply because it is challenging, says Hammerich, and makes the following observation: 23 >>>

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– You need three things to succeed with the establishment of a new fund. Firstly, you need the right people, and they need to possess certain qualities. Secondly, you need some special advantage – an X factor. We are for example currently working with Bluefront, which will be the world’s first seafood fund. A distinct X factor.

If on top of that you run a tight ship, and demonstrate an ability to work systematically on the basis of sound risk management, you only need one more thing: Capital.

If your fund does not attract capital, you are just a consultant.

You need competent capital, and that means facing global competition.

Multiple capital sources It is challenging for new asset managers to grab the attention of major international and institutional investors. Some alternatives are nonetheless available.

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the X factor needed to succeed with the management of a more diversified portfolio. If their wealth was founded on real estate, they may well decide to remain active in real estate, but leave the management of other investments to others, says Hammerich, and notes the following: – Institutionalising family offices is a challenging undertaking.

I believe that family members should ideally not be involved in asset management. They should not be involved because they are family, but despite being family.

A third source of capital is retail clients. The ever-increasing portion of the population who sit on a lot of capital, and do not want to keep it in the bank at zero interest.

– If you do not have one or two institutional key investors to help you get going, an alternative avenue may be to focus on professional investors, such as for example family offices.

However, these do not have much of a tradition for making fund investments. Family offices want to invest themselves, and be close to their investments. But this is changing, as family offices

– We are observing a marked increase in this type of capital in funds, and we believe that this trend will only intensify.

Marketing to retail clients has been facilitated through a robust regulatory framework, which BAHR contributed to at the time. BAHR was also the initiator behind the Norwegian Alternative Investment Association, which has its own Complaints Board for any disputes.

No complaint has been filed thus far, which suggests that asset managers are acting professionally in compliance with applicable regulations, says Hammerich.

are beginning to see the value of not managing such investments themselves. They will often lack

Although a lot of capital is available, Hammerich believes that existing and new industry players

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Peter Hammerich under morgenmøte i BAHRs markedsgruppe for kapitalforvaltning og private equity

should expect tougher demands from investors in coming years.

investors anew. The competition is fierce, make no mistake about that, concludes Hammerich.

â&#x20AC;&#x201C; Most definitely. We are observing a clear trend internationally, and most of what happens abroad will eventually end up on our shores as well. If, as an asset manager, you charge a two percent management fee and a 20 percent performance fee, then you better deliver. Both to avoid disputes, which I expect we will see more of in future, but also to raise capital from the same 25 >>>

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Solutions when jobs are on the line The oil price slump in March caused uncertainty about future investments on the Norwegian continental shelf. The supply industry was suddenly facing dramatic investment cuts compared with pre-covid-19 levels.

Something had to be done.

The market situation gave rise to considerable uncertainty regarding the development of new projects on the Norwegian continental shelf, since many of these would no longer meet oil companies’ required rate of return. This was especially dramatic for the Norwegian supply industry, which might rapidly find itself without work. In addition to the loss of a great many jobs, Norway risked losing key expertise needed to ensure proper management of oil and gas activities, including future decommissioning and removal. Besides, the Norwegian supply industry is a key factor in the development and construction of carbon capture, offshore wind and other green energy facilities.

Norway could not afford to lose such a high-skill industry overnight.

thereby contribute to maintaining activity and expertise in the Norwegian supply industry, says Joachim M. Bjerke, BAHR Partner.

However, the proposal needed to meet one key test: It was to entail no additional expenditure on the part of the State. This was not a matter of asking for tax reductions or any form of state aid package. The proposal had to be tax revenue neutral.

BAHR’s team comprised of Joachim M. Bjerke, Jan B. Jansen and Marius Pilgaard accepted the challenge.

– Over a few hectic days of working from home in close collaboration with Aker BP and other key persons, we came up with a proposal that eventually gained the support of the entire industry, as well as the Norwegian Confederation of Trade Unions and the Confederation of Norwegian Enterprise, says Bjerke. It was a great privilege to have the opportunity to work on such an exciting matter with so many high-calibre professionals.

– We were engaged to come up with a tax proposal for temporary

Immediate deduction of investment costs was the basic pillar The main challenge in explaining the proposal is that it needs to

petroleum taxation amendments to safeguard activity on the Norwegian continental shelf and

be understood in relation to how Norwegian petroleum taxation is structured, says Marius Pilgaard.

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The team behind the proposal for temporary petroleum taxation amendments: (from left) Partner and Head of the BAHR Tax Group, Joachim M. Bjerke, Partner Jan B. Jansen and Specialist Partner Marius Pilgaard

Most people are struggling to get their head around ordinary tax rules and can hardly be expected to be familiar with the special rules under the petroleum tax system. It is, however, these special rules that made it possible to come up with a proposal that could both ensure implementation of planned projects and at the same time be tax revenue neutral, continues Pilgaard.

Over a few hectic days of working from home, we came up with a proposal that gained the support of the entire industry, as well as the Norwegian Confederation of Trade Unions and the Confederation of Norwegian Enterprise

The key element of the proposal was that companies may deduct their entire investment cost in the year in which an investment is made. Under the current system, the State covers about 90 percent of the investment costs, but it will at best be more than six years from the investment is made until the State has covered its portion of the investment cost (through the deduction of depreciation and uplift). If the company is running at a loss, it will take even longer. In contrast, the industryâ&#x20AC;&#x2122;s proposal meant that the State would have covered its portion of the investment cost within a year or two. Accelerated repayment of the State portion of the investment cost would make a major difference to project profitability from the perspective of the companies, while representing a very minor cost on the part of the State, observes Bjerke. â&#x20AC;&#x201C; The petroleum industry and the Ministry of Finance has for many years been discussing the net present value of such future deductions. A discount rate needs

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BAHR to be applied to calculate the net present value of an amount, and the disagreement has concerned the choice of such rate. The industry has taken the view that the appropriate discount rate is the required rate of return applied by companies to their investment, for example 10 percent p.a., while the State has taken the view that a claim for repayment from the tax authorities is «like keeping money in the bank», thus implying that a risk-free interest rate shall be applied, says Bjerke. Although the current level of a risk-free interest rate is a matter for discussion, there is little doubt that it is significantly lower than companies’ required rate of return. The industry proposal is based on this difference, explains Pilgaard.

Could have been a win-win The petroleum industry proposal did in actual fact represent a tax increase because the companies qualify for an interest deduction that depends on the depreciation base.

– When the company is granted such depreciation already in the year of investment, there will be no interest deduction and the effective tax rate will thus increase. The proposal therefore implied increased tax revenues for the State. Companies covering a larger portion of the development costs also entails a lower risk that fields considered to be economically unprofitable will be developed. At the same time, the difference between companies’ required rate of return and the risk-free interest rate is so large that the proposal was nonetheless positive for the companies. It was, in other words, a win-win solution for everyone, says Bjerke. <<< 28

The Ministry of Finance and the Government may have felt that the proposal was too good to be true – not many industries were in the spring of 2020 asking for changes that would mean tax increases for themselves. This may have been why the Ministry misunderstood the proposal when it was first put forward for its consideration, and incorrectly concluded that it entailed a tax reduction. This may also have been the reason why the Government countered with a modified proposal that involved a significant tax increase for the industry compared to the existing rules.

– Fortunately, a broad consensus solution in the Norwegian Parliament – the Storting –compensated for the financial tightening represented by the Government’s proposal by increasing the uplift to 24 percent. However, it did regrettably retain the Government’s solution of only applying the new rules to the special tax component and not to the corporate tax component of the petroleum tax, says Pilgaard.

The Storting consensus does, according to the Ministry of Finance, represent a tax reduction of about NOK 8 billion in net present value terms. If the Storting had instead opted for the alternative solution (which the industry wanted), tax revenues would, according to the Ministry, have increased by NOK 7 billion in net present value terms.

The difference between the two alternatives is, in other words, NOK 15 billion – which was the price one had to pay for barring the new rules from also applying to the corporate tax component of the petroleum tax system.

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The petroleum tax system The total rate of petroleum tax is 78 percent, comprised of 22 percent ordinary tax and 56 percent special tax. Because the overall tax burden is so high, it has been a key priority to make the petroleum tax as neutral as possible. By this is meant that the tax shall have the minimum possible impact on the investment decisions of companies.

The petroleum tax system involves a number of special rules to ensure such neutrality, including the guaranteed payment to companies of the tax value of any loss carry forward upon the cessation of their activities (discontinuation refund) and the right to carry any loss forward with interest in order to maintain the real value of such loss. Investment costs may also be depreciated (deducted) more rapidly than would normally be the case. In addition, companies are granted an extra deduction against the special tax to protect the ordinary return on their investments, which deduction is called uplift. The uplift is normally 20.8 percent of the investment cost and has a (nominal) value of 11.6 percent since it is only granted against the special tax of 56 percent. All in all, the rules mean that the State covers about 90 percent of the investment costs on the Norwegian continental shelf.

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BAHR The Minister of Finance and the Prime Minister issued stern warnings against changing the corporate tax component of the petroleum tax system because this would violate one of the fundamental principles underpinning the 1992 tax reform, that of equal rules for all industries, and involve a risk of undesirable contagion effects. It might potentially undermine the entire corporate tax system, was their message, says Bjerke and makes the following point: – This would have been a valid observation if corporate tax for oil companies had been a separate tax subject to the same terms as apply to other industries. However, such is not the case. And such has never been the case since the 1992 tax reform. There has throughout this period been special corporate tax rules for oil companies, partly to ensure increased neutrality.

Besides, a different attitude was adopted in connection with the exploration cost refund case pursued by the EFTA Surveillance Authority (ESA). The Ministry did in that context devote considerable time and energy to emphasising that the petroleum tax system is an integrated system, and that one cannot consider its corporate tax component in isolation. Moreover, it was highlighted that the corporate tax component of the petroleum tax has always had special characteristics that do not apply to other industries.

However, that was two years ago.

Now it was all of a sudden important to spend NOK 15 billion on defending a principle that has never been adhered to.

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– Instead of a win-win solution, one ended up with a solution that was NOK 15 billion more expensive, without offering oil companies or the supply industry better terms. It is not often that an industry ask for a NOK 7 billion tax increase and instead ends up with a NOK 8 billion tax reduction – against its own will, says Bjerke.

Admittedly, this is partly a numbers game. The calculations are based on a very high risk-free interest rate (the same rate as was applied in 2013, despite interest rates having declined steeply since then). If a more realistic interest rate had been applied, the tax reduction would have evaporated swiftly.

The Government and the Storting nonetheless deserve praise for having deliberated and enacted the temporary amendments within a short space of time. However, the petroleum tax amendments are temporary, and there is no doubt that the tax regime for oil companies will be a topic for considerable debate in coming years. The Ministry’s attitude to the temporary amendments signals that the industry must expect future amendments to the corporate tax element to bring this more into line with the corporate tax for other industries. Watch this space, says Bjerke.

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â&#x20AC;&#x201C; Instead of a win-win solution, one ended up with a solution that was NOK 15 billion more expensive, without offering oil companies or the supply industry better terms

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Broadcasting case provides important clarifications for downsizing processes BAHR has represented the Norwegian Broadcasting Corporation (NRK) in litigation against two employees, with 16 and 19 years of seniority, respectively, who were made redundant in a major downsizing process. NRK prevailed before the Labour Court (collective labour dispute), the Oslo District Court and the Borgarting Court of Appeal. One of the employees appealed the case to the Supreme Court. However, the appeal was not admitted.

From left: Tarjei Thorkildsen, Partner and Chair of the BAHR Labour Law Group, Hannah Osberg Andresen, Associate, and Rajvinder Singh Bains,

By: Tarjei Thorkildsen, Partner, Rajvinder Singh Bains, Attorney, Hannah Osberg Andresen, Associate NRK has in recent years had to undergo several comprehensive restructuring and downsizing processes because its licence fee revenues have not kept up with cost increases and because media/ technology developments mean that different skills are needed.

In 2016, this meant that permanent staffing needed to be reduced by 3,450 person-years nationwide. In the Eastern Norway District Office, staffing was cut by 11.5 of about 60 person-years.

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A new organogram was drawn up on the basis of what functions were needed, due to media developments, in the New Eastern Norway District Office. The two plaintiffs were not included, despite having longer seniority than comparable colleagues.

The case has provided important clarifications with regard to the significance of seniority in defining the redundancy selection pool and in making selections from that pool, as well as the assessment of suitable alternative employment prior to dismissal.

The Labour Court â&#x20AC;&#x201C; significance of the seniority principle in defining the redundancy selection pool Before the Labour Court, the case concerned whether the seniority provision in Clause 36 of the Basic Agreement between the Norwegian Union of Journalists and the Employersâ&#x20AC;&#x2122; Association Spekter prevented the redundancy selection pool from being limited to the Eastern Norway District Office. The plaintiffs argued that the affected employees also had to be considered in relation to relevant employees at the Marienlyst headquarters, i.e. a different unit. The seniority provision is similar to that found in other collective agreements, for example the Basic Agreement between the Norwegian Confederation of Trade Unions and the Confederation of Norwegian Enterprise.

In its judgment of 27 September 2018 (AR-2018-18), the Labour Court concluded that it was permitted to carry out downsizing within a defined unit such as the Eastern Norway District Office. With regard to the interpretation of the seniority provision in the Basic Agreement, the Labour Court concluded that the said provision, in addition to being applicable to the selection criteria, is also applicable to defining the redundancy selection pool. Consequently, the seniority provision had to be interpreted in conformity with the findings of the Labour Court in relation to the seniority provision in the Basic Agreement between the Norwegian Confederation of Trade Unions and the Confederation of Norwegian Enterprise in ARD-2016151 (Nokas). For businesses without binding collective agreements, the fair dismissal requirements under the Working Environment Act also imply that the pool and the criteria need to be fair, although seniority carries less weight than will typically be implied by collective agreements. The Supreme Court has in the wake of the NRK case addressed the issues of fair definition of the 33 >>>

BAHR redundancy selection pool and the significance of seniority in HR-2019-1986 (Telenor).

In the Telenor case, the Supreme Court made the following references to the Labour Court’s previous rulings: «In summary, a redundancy selection pool may be unfairly defined if the seniority principle was «completely deprived of its significance», cf. paragraph 86 of the Nokas judgment, or «materially undermined», cf. paragraph 62 of the NRK judgment.»

The Supreme Court also observes that the issue of whether the redundancy selection pool was fairly defined depends on «an overall assessment of multiple factors».

After the Telenor case, the question has been raised of whether the specific assessment as to what redundancy selection pool it would be fair to use shall be made in relation to each employee or in relation to the pool as such. BAHR is of the view that the Labour Court’s ruling in the NRK case, which is a key basis for the Supreme Court’s assessment in the Telenor case, would suggest that the fairness assessment can still be based on an evaluation of the pool as such, with limited weight being accorded to individual circumstances.

The Oslo District Court – selection within the redundancy selection pool The case before the Oslo District Court concerned the validity of the two dismissals in the Eastern Norway District Office redundancy selection pool.

A key issue was whether the selection of those employees who were made redundant was fair, in view of their seniority. The Court agreed that NRK has just cause for deviating from the seniority principle on grounds of inadequate skills. The dismissals were found to be valid.

Weight was attached, in line with HR-2019-424-A (Skanska), to a prudent and verifiable assessment having been made. The following is stated in the judgment handed down on 12 June 2019: «It would appear, based on the overall evidence, <<< 34

that NRK has made a conscientious, fair and prudent assessment.»

The Borgarting Court of Appeal – suitable alternative employment One of the employees appealed the District Court judgment to the Borgarting Court of Appeal. The key issues before the Court of Appeal were NRK’s assessment of suitable alternative employment and the balancing of interests.

The Court of Appeal handed down its judgment on 4 February 2020 (LB-2019-140972). The majority concluded that NRK had considered the employee in relation to 41 advertised vacancies before deciding on the dismissal. Moreover, the majority concluded that NRK’s assessments in relation to the advertised vacancies had been «genuine and appropriate».

Nor was there anything to suggest that there was any unmet labour need at NRK that should have been offered to the employee.

A key issue was whether NRK had an obligation to redeploy resources to find suitable alternative employment for the employee, especially in view of the seniority and age of the employee.

In making its specific assessment, one of the factors highlighted by the Court of Appeal was that NRK had already for several years been undergoing major restructuring of its operations to adapt to media developments: «It would be exceedingly difficult to complete the type of necessary restructuring currently undertaken by NRK, the justification for which the Court of Appeal is in no position to question, if the right of redundant employees to suitable alternative employment would mean that NRK is obliged to construct duties tailored to previously required skills that are already in excess supply in its organisation.»

The majority thus concluded that NRK had complied with its obligations to consider suitable alternative employment, and that there was just cause for dismissal. The Court of Appeal ruling was appealed to the Supreme Court, but the appeal was not admitted.

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NTB / Stian Schløsser Møller

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Those who build for the future Commercial lawyers are often associated with sharp business attire. Some of our lawyers are nonetheless happiest when wearing boiler suits, helmets and steel-toe boots. They are of course our construction lawyers – those who on a daily basis help building for the future.

Building and construction is one of Norway’s largest industries. BAHR has established a dedicated Construction Group chaired by our Partner Øystein Myre Bremset. BAHR construction revenues have more than doubled in the last five years, and BAHR was rated no. 1 in Norway in the construction category in the Prospera survey for 2018, 2019 and 2020.

– Construction law is specialised contract law in combination with in-depth litigation. Most construction instructions are triggered by disagreement between two contract parties in a construction project concerning some aspect of their contractual relationship, and construction disputes will normally run for weeks or months in court. Dispute resolution is therefore a key part of what we do, explains Bremset. He emphasises that a top-of-the-range construction lawyer needs to be an excellent contract lawyer, but also a strong litigator. In addition, one needs the ability to understand technical issues. One has to be a bit of a «legal engineer».

– Construction projects are characterised by being highly dynamic and involving considerable risk. Risk management is therefore a key focus for construction lawyers. If a developer asks us whether its contract with a contractor that is running way behind schedule can be terminated, we cannot limit ourselves to answering whether the legal conditions for contract termination are met, emphasises Bremset. – The relevant question is whether termination is, all in all, the most appropriate course of action. This is a matter of risk assessment, just as much as legal assessment. Risk assessment must include sitting down with the client’s project management team and analysing what alternative courses of action are available. One will normally realise that there are better alternatives than terminating the contract, despite termination being an <<< 38

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Construction projects are characterised by being highly dynamic and involving considerable risk. Risk management is therefore a key focus for construction lawyers.

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BAHR available option. Sound construction project advice is based on adequate risk assessments, which need to be underpinned by well-founded risk appreciation.

Bremset mentions his many risk assessment lectures for construction industry players. He draws on his background as a poker player to get his message across. – The essence of a strong poker player is to make robust risk assessments on your own behalf, while the hallmark of a first-rate construction lawyer is to

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make rational risk assessments on behalf of your clients. Sound risk assessments are at the core of our advice, and our clients greatly appreciate this approach to our construction advice.

The BAHR Construction Group’s project portfolio has in recent years included advising the Norwegian Directorate of Public Construction and Property (Statsbygg) on the construction of the new National Museum – one of Norway’s largest ever construction projects. BAHR

BAHR has also advised on the construction of roads, railways, metro lines, tram lines, tunnels, windmills and onshore aquaculture facilities.

Bremset finds it highly rewarding to be involved in the most complex building and construction projects in Norway. – Our construction team includes top-ranked contract law experts, as well as Norway’s only construction lawyer with a doctorate.

Moreover, three of our lawyers are admitted to the Supreme Court.

We also have talented middle

managers who can serve as project managers on many of our projects.

We do our utmost to put together a team with complementary skills, in order to provide our clients with the best possible advice, concludes Bremset.

Part of the BAHR Construction Group: (from left) Halvor Mathisen, Attorney. Jorunn Wessmann Wirkola, Associate.

Eirik Wigenstad, Associate. Øystein Myre Bremset, Partner and Head of the Construction Group.

Caroline Røkenes, Associate. Sofie Komissar, Attorney.

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#ViTarAnsvar (We take responsibility) for getting more people through education BAHR’s CSR project #ViTarAnsvar aims to reduce social exclusion among young people, as well as to improve social inclusion and integration in Norway.

This is done by providing mathematics homework tuition and extra resources where needed the most.

Give people a chance Many young people drop out because they are struggling in school. Mathematics is often the Achilles heel, which may trigger a downward spiral. The #ViTarAnsvar initiative provides mathematics homework tuition and teaching resources for schools with inadequate STEM resources. The objective is to improve pupil performance, to enable pupils to gain admittance to upper secondary education and thereafter go on to complete apprenticeships or higher education. #ViTarAnsvar was initiated by Vibeke Fængsrud, or the «Maths Lady» as she gets called, through her company; House of Math. BAHR became involved after Vibeke approached Managing Partner

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Thomas K. Svensen directly.

–Thomas K. Svensen and Knut T. Traaseth took an immediate liking to the idea of helping to boost the prospects of young people who would otherwise not have stood a chance, says Vibeke.

– Since maths is one of the key reasons why young people drop out of school and university, that subject is an appropriate focus, observes Thomas K. Svensen, and adds that Fængsrud and BAHR will take the project further.

– At BAHR, we take responsibility and will be helping more young people, emphasises Svensen.

The numbers speak for themselves Thus far, close to 3,000 pupils have participated in #ViTarAnsvar. This has made quite a difference to their

school performance. #ViTarAnsvar has covered eight schools, and a significant increase in average grades has been registered in six of these, with the strongest performing school clocking up a 1.6 average grade improvement. â&#x20AC;&#x201C; This demonstrates that making resources available in this way does make a difference. I am delighted that this is acknowledged by businesses that are keen to lend a hand, especially now that covid-19 has left many pupils stranded at home without access to the assistance they need. So many talents are being lost. #ViTarAnsvar is providing relief by making resources available, to give as many pupils as possible a real chance. I like the concept of everyone beginning at the same starting line, but that does not

happen by itself, says Vibeke.

With the heart in the right place It is clear to see that Vibeke has a soft spot for those who do not fit into the Norwegian school system, but it was by no means obvious that she would be in a position to help them. Vibeke was born with two holes in her heart. That was far from being an ideal solution, as she puts it herself. â&#x20AC;&#x201C; I was supposed to live to the age of 12. It feels wonderful to have made it past 40.

She had a heart operation when she was two years and nine months old. And although her tiny rib cage had been opened up and stitched back together again, she was out picking blueberries with her parents only ten days later.

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– I was chucked out of hospital because I was a danger to the other kids. I snuck out on a tricycle and crashed into a piano at the hospital. Mum and dad were then told to take me home and resume normal life to the best of their ability.

So we went looking for blueberries.

And when the stiches hurt, I just said «Ow, my stiches» and kept picking berries. I have been going at full throttle ever since, says Vibeke. This attitude is an important part of who she is, and she reckons that she was simply born full of energy and zest for life.

Challenging school days School did not work out well for the young girl with the big thoughts.

There was a lot of disgruntlement and many unpleasant situations when teachers did not know how to deal with her energy, ingenuity and tendency to question absolutely everything. She was accused of vandalism when she was holidaying with her parents, and was pulled through the school premises by her hair by one of the teachers.

– I really wanted to get an A in Norwegian, but never got anything more than a C. No matter what I did. So when we were going to write our main essay in the last year of lower secondary, I asked the star pupil in my big sister’s class if I could borrow his essay. He had got an A*. I copied it to the letter, as this was in the time of handwritten essays, and submitted it under a new title. And was fobbed off with <<< 44

the same old C. So I showed the two identical essays to my dad and said: «Look here; it makes no difference what I do. I can’t be bothered anymore», remembers Vibeke.

In the end she decided that she needed to get away from there, and she joined Oslo Private Gymnasium (OPG) for upper secondary. The problem was that she did not know how to excel at school.

– I had to retake one year of upper secondary school. I needed to get a grip, but had no work habits.

Getting my head around maths was a major stumbling block.

You cannot just sit down and read, since everything builds on other things you were supposed to have learnt before. Math grades are the main reason why young people drop out and fail to complete upper secondary education.

That saddens me.

Vibeke embarked on an undergraduate programme at BI Norwegian Business School straight from upper secondary, but she had set herself up to fail by having inadequate maths skills.

This caused her to drop out. But she then decided to go back to university at the age of 23. And her chosen subject: Just maths. It was no cakewalk. Fractional arithmetic had eluded Vibeke. She therefore bought all upper secondary books and did exams in the missing subjects. Nine years of school had to be recapped in order to plug the

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I had to retake one year of upper secondary school. I needed to get a grip, but had no work habits.

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holes – a catchup exercise that ended with her gaining a master’s degree.

Tax jitters In 2004, when she was an undergraduate student, one of her fellow students asked if she would be interested in providing homework tuition to a pupil.

She was paid NOK 500 in cash, and ended up tutoring 20 pupils within a couple of months. This gave the inspiration for House of Math. That idea was tucked into a bedside table drawer along with NOK 20,000 – all dirty money in small denomination bills. Vibeke developed «tax jitters».

– I remember getting really nervous when I opened the drawer and it was overflowing with cash, and I realised that I could not see myself as a tax cheat. I had to set up a company to pay my taxes.

So that is what I did.

books. This was a way of making her accumulated knowledge available also to those who could not afford private homework tuition. And she has ended up authoring books for the entire Norwegian school curriculum from Class 1 to Class 13; a total of 27 titles, 11 of which are books and the remainder of which are booklets and compendia.

– I was on a roll, and I started to think about how to get businesses to sponsor homework tuition in deprived schools and areas, and to thereby reach even more people. That is how I came up with #ViTarAnsvar. We now have a great many fabulous high-calibre people and businesses that are sponsoring and enabling us to provide revision booklets, books and teachers, as well as homework tuition to pupils in all areas.

She eventually got more tuition work than she was able to handle on her own. Instead of turning pupils away, she hired other tutors and House of Math grew. She also started authoring

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Instant digitalisation of the legal industry and the courts The coronavirus pandemic has caused a rapid acceleration in the digitalisation of the legal industry and the courts. In addition to working from home, holding digital meetings with colleagues and clients, as well as replacing onsite seminars and training sessions by webinars, oral hearings before the Supreme Court of Norway have also been conducted remotely. And on top of that, the Norwegian Parliament – the Storting – has decided that legal action may be brought by e-mail.

Live streaming of oral hearing before the Supreme Court and digital appeal proceedings On 17 April, the Supreme Court did for the first time conduct an appeal hearing remotely. A number of oral hearings followed, including two cases raising important matters of principle that BAHR partners Jan B. Jansen and Tarjei Thorkildsen were involved in. For the first time ever, the Supreme Court also facilitated live streaming of oral hearings by the press on own websites.

Receiving a Writ of Summons straight into the electronic mailbox On 15 June, the Storting enacted amendments to the Interim Act relating to Modifications to the Procedural Provisions in Response to the Covid-19 Outbreak, etc. These amendments supplement the previously adopted temporary amendments to procedural provisions. This statutory amendment means that judicial documents may also be served electronically by ordinary e-mail.

Seminar for the judges of the Sør-Trøndelag District Court Sverre Blandhol, Doctor of Law and Professor in the Faculty of Law, University of Oslo, and BAHR partner Øystein Myre Bremset held a four-hour digital seminar on «Procedural Risk – From the Perspective of the Judge» for the judges of the Sør-Trøndelag District Court. The ground covered included how judges may benefit from improving their risk appreciation, and what steps the courts may take to prevent legal disputes from becoming inordinately expensive for the parties.

Stock Exchange Seminar for Directors In September, the Oslo Stock Exchange did for the first time ever hold the «Stock Exchange Seminar for Directors» digitally. No less than 115 participants all over Norway attended the seminar, which was streamed live from BAHR’s auditorium at Tjuvholmen in Oslo. The lecturers included BAHR partners Lars Knem Christie and Arne Tjaum.

Digital training sessions and seminars Most of our student seminars will normally be held onsite in our own auditorium, but are currently being conducted digitally in the form of webinars. The same applies to external seminars in which BAHR lawyers are featured as lecturers. <<< 48

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Image 1: From the oral hearing before the Supreme Court in the case concerning what wage and employment conditions shall apply after the transfer of an undertaking from the Norwegian Defence Estates Agency, a government body, to ISS Facility Services AS, a private company, has been completed. Supreme Court Justice Hilde Indreberg is appearing on the left-hand TV screen. BAHR partner Tarjei Thorkildsen, on the front right, is in BAHR’s premises, accompanied by Attorney Kurt Weltzien of the Confederation of Norwegian Enterprise on his right-hand side.

Image 2: From the appeal hearing before the Supreme Court in the case A/S Norske Shell v. the State, represented by the Petroleum Tax Office. BAHR partner Jan B. Jansen is arguing the case from BAHR’s Meeting Room 201 at Tjuvholmen, while Supreme Court Justices Magnus Matningsdal, Henrik Bull, Kristin Normann and Espen Bergh are appearing on the screen. Marius Pilgaard, BAHR Specialist Partner, is on the far right of the image.

Image 3: BAHR partner Øystein Myre Bremset and Professor Sverre Blandhol are live streaming a seminar for judges of the Sør-Trøndelag District Court from the arbitration room on BAHR’s premises.

Image 4: Øivind Amundsen, CEO of the Oslo Stock Exchange, welcomes attendees to the first digital «Stock Exchange Seminar for Directors». The seminar will in December be held in English for international participants, and this seminar will also be live streamed from BAHR’s premises.

Image 5: BAHR partner Atle J. Skaldebø-Rød and BAHR attorney Bodil Kristine Høstmælingen are hosting a civil procedure student webinar.

Image 6: BAHR attorney Øystein Nore Nyhus holds a lecture on attorneys’ conduct and their relationship with the public administration during the Attorney Training Programme of the Norwegian Centre for Continuing Legal Education.

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BAHR’s green shift Environmental initiative update By: Karen Elisabeth Hallandvik, Associate

Although the vagaries of 2020 have also affected BAHR’s environmental initiative, our commitment remains strong – maybe stronger than ever.

The events of this year have offered new perspectives on vulnerabilities, values and needs. We have been given a powerful reminder of the importance of access to nature, including clean water and fresh air with no need for masks. In addition, we have observed the tremendous restructuring capacity of society, and the opportunities entailed thereby. It is therefore considered even more appropriate than before for climate and environment initiatives to remain a key CSR focus for BAHR in coming years.

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BAHR’s environmental initiative started 2020 on the offensive. Numerous welldesigned internal projects to reduce our carbon footprint were launched

transport, waste, energy and food.

We have identified these as BAHR’s primary emission sources, and will therefore make these our focus when

in 2019 and actively pursued in early 2020. The main emphasis was on our four high-priority focal areas;

«cleaning up our act».

BAHR as an emission source is

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predominantly comprised of our office premises and our ongoing provision of legal services. This includes, for example, how we travel to and from meetings, how we work, what we eat, what products and services we procure, as well as how the office premises are organised and how the waste is managed. In Q1 2020, we gathered detailed statistics on the focal areas and observed with great satisfaction that emissions were declining.

However, BAHR is also the BAHR team members, and the environmental initiative is intended as an arena for professional development and expertise for all employees. This year’s company day, «BAHRcode», was to be dedicated to the environmental initiative, with presentation of structured plans for integrating the environmental perspective into our daily operations. Although this event had to be postponed for infection control reasons, the establishment of an interdisciplinary sustainability group is well underway. The group is expected to be a fully operational BAHR practice group by the end of this year. Solid foundations are already in place; BAHR has this year been at the forefront in advising on greening of the property, aquaculture, shipping and finance industries, to mention but a few.

We want BAHR’s environmental initiative to also motivate BAHR team members and our collaboration partners as individuals. The environmental perspective should be integrated in the choices they make, both at work and outside work.

We are convinced that increased facilitation of, and focus on, environmentallyfriendly choices will have positive spillover effects outside BAHR itself.

Status for our internal focal areas The BREEAM In-Use certification process is ongoing, and BAHR is cooperating closely with KLP as lessor on how to further reduce own consumption.

Achievements thus far include coordination of heating and ventilation systems, to make these systems communicate with, and not counteract, each other. Energy savings were 16 percent as at yearend 2019. Ventilation zone control is the next priority for 2020, which is where the main savings are expected.

The food range at BAHR has become much greener, and beef has now been phased out altogether (without anyone having noticed!). There is a focus on local and ecological ingredients. However, the infection situation has had operational repercussions for BAHR’s cafeteria. Prepacked lunches and overtime food require more planning to avoid food waste, etc. This has also resulted in the reintroduction of disposable packaging and cutlery. The total waste volume per employee in the office has therefore increased in the first part of 2020. We have sought to alleviate the consequences of this through stricter source separation guidelines, although these do demand a bit more from each BAHR team member.

In contrast, we have fortunately managed to steeply reduce our paper consumption. The mundane change from simplex to duplex standard printing has from 2017 contributed to reducing our paper consumption by an estimated 55 percent (18 pallets) by the end of 2020, which is equivalent <<< 52

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to 259 trees. Every little helps!

Despite a somewhat negative waste trend, BAHR has definitely reduced its transport-related carbon footprint in both 2019 and thus far this year. BAHR has encouraged all employees to choose alternative transport, both to and from work and when at work. We are pleased that many colleagues are opting for the bicycle as a suitable means of transport, and that this looks set to continue irrespective of the future infection situation. BAHR will therefore be holding quarterly «bicycle days» from now on, in order to facilitate continued cycling by as many colleagues as possible. A bicycle mechanic will provide servicing to all BAHR team members free of charge, and facilitate buying of seasonal accessories. BAHR hopes that this initiative will make it easier to cycle to work, also outside the summer season.

Besides, flights and taxi trips have since March 2020 in large part been replaced by involuntary digitalisation and meetings via Zoom/Skype/Pexip/Teams, and other platforms that many of us had not heard of only six months ago. These trends will contribute to a greener BAHR in the time to come, also when more normal times return.

New external involvement BAHR does, like virtually all businesses, have a carbon footprint. There is no avoiding that. However, we are conscious of the burden imposed on nature and the environment by BAHR, and we can compensate for those emissions we have not been able to eliminate yet. We have recently embarked on an exciting collaboration with the fairly new Norwegian enterprise Trefadder, which provides «climate compensation» in the form of planting Norwegian forests. Trefadder is responsible for managing the forests to maximise the CO2 sequestration and storage capacity of the trees. The concept is comparable to UN carbon credits, which involves financial support for specific projects that capture or reduce greenhouse gas emissions. Such compensation schemes must be based on the premise that the projects would not have come to fruition without said financial support. BAHR is through Trefadder contributing to the planting of trees in areas where the landowner would otherwise have no financial incentive to plant forests.

Such areas would thus normally become overgrown with a flora without the same CO2 sequestration capacity as a managed forest. An external analysis of BAHR’s carbon footprint will be conducted in this context, as a supplement to our internal review. This will form the basis for a reliable estimate as to how many CO2 equivalents need to be compensated.

CO2 storage in forests requires a long-term perspective. A commitment to follow-up and transparency is needed on the part of Trefadder, the landowner, as well as BAHR. Our collaboration will therefore include pro bono legal advice from BAHR to Trefadder, as a contribution to the development of a sustainable enterprise built on solid foundations. We look forward to being part of this innovative Norwegian initiative!

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BAHR’s Environment Group outside our Tjuvholmen office with three of the BAHR bicycles; (from left) Hilde Fjærtoft Jansen, Karen Elisabeth Hallandvik and Cathrine E. Stornæs

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BAHR + University of Cambridge =

World-class learning

• Law graduates have after five years

of law school and 300 credits gained a general understanding of legal method and key areas of law. Graduates have been trained in applying critical, objective and independent thinking to legal issues, and have enhanced their ability to acquire new knowledge.

They have completed their law degrees, but not their education.

• • As a law graduate, your learning

continues on your very first day at a law firm and does not end until the last meeting has been closed on your retirement day. Learning takes place through the daily performance of your duties, in your collaboration with colleagues and, not least, in your interaction with clients. The legal profession provides lifelong professional learning and BAHR has in collaboration with the University of Cambridge developed an education programme that offers world-class learning. A programme tailored to turning BAHR’s commercial lawyers into well-rounded advisors.

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PARTNER

SPECIALIST PARTNER

INTRO

PROMOTION

SENIOR ASSOCIATE

INTRO

PROMOTION

SENIOR ASSOCIATE INTRO

PROMOTION

ASSOCIATE

Academy of Business Law

Legal Leadership Programme

Tailored Development

Financial skills and business acumen

Project and team management

Individually tailored development

Basic professional expertise BAHR induction training

Professional expertise Senior associate induction training

Figure 1: The education programme encompasses the entire firm

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BAHR

BAHR has pursued professional development systematically since its inception in 1966 – in recent years under the BAHRacademy umbrella, which encompasses all employees of the firm. BAHRacademy has from late 2019 been lifted to a new international level. BAHR has in close collaboration with the University of Cambridge developed a tailored education programme offering everyone who joins BAHR the opportunity to travel to Cambridge and learn from some of the world’s leading academics, and from BAHR’s own experts in their respective fields.

The programme will this year take the form of digital training in virtual classrooms because of the covid-19 situation.

Tailored for maximum learning Many leading universities offer professional training seminars for lawyers. However, we were looking for a tailormade programme to ensure relevant learning of direct benefit to our clients. The education programme is therefore tailored to BAHR and the issues we address on behalf of our clients, with the aim of

strengthening our lawyers’ grounding in finance, strategy, accounting, microeconomics, macroeconomics, project management, team management, etc. These are all key tools for succeeding as a commercial lawyer, and for us as lawyers to best serve the interests of our clients.

The University of Cambridge has invested considerable time and resources in familiarising itself with BAHR and our business.

The education programme will therefore be taught by University of Cambridge professors with an in-depth understanding of BAHR and BAHR’s business, and who are world-class experts on the subjects addressed in the programme. BAHR contributes its own professional resources to link the knowledge imparted by the University of Cambridge to the operational realities of BAHR. The learning relies on interaction between the University of Cambridge, BAHR and talent participation and involvement in lectures and group seminars.

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Robust platform for further learning The education programme involves two levels: BAHRacademy of Business Law and BAHR Legal Leadership Programme.

BAHRacademy of Business Law BAHRacademy of Business Law is tailored to law graduates who are joining BAHR as associates. In addition to an induction term, the programme comprises one corporate finance term, one business strategy & accounting term and one business economics term. The terms are spread over three years, and everyone joining BAHR is invited to participate.

BAHR Legal Leadership Programme BAHR Legal Leadership Programme is tailored to BAHR’s senior associates.

In addition to an induction term, the programme comprises one term dedicated to project management and one term focusing on team management in our context as commercial lawyers. This aims to enhance the cooperation skills of talents, for the benefit of both internal BAHR team cooperation and external client cooperation.

BAHRacademy of Business Law and BAHR Legal Leadership Programme create a platform for further individually tailored professional development after talents become senior associates of the firm. The education programme has a three-pronged objective:

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Train well-rounded advisors who inspire the full confidence of our clients:

Add to the market attractiveness of BAHR lawyers

Make a law degree more attractive:

Expand talents’ knowledge platform on relevant subjects, to enable them to better understand the issues facing our clients, and the context in which such issues arise and will be resolved.

We need to acknowledge that not everyone who joins BAHR will become a partner of the firm. Completing a comprehensive and relevant education programme at the University of Cambridge will significantly boost the CVs of talents, and further enhance their standing in relation to new and exciting opportunities outside BAHR.

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BAHRacademy and the collaboration with the University of Cambridge shall have positive spinoff effects in terms of making a law degree more attractive by highlighting the broad scope of lawyers’ duties and skills, as well as the opportunities for lifelong professional learning offered by a legal career.

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We believe that the education programme we have developed in collaboration with the University of Cambridge will make an important contribution to the legal talents of tomorrow and to the Norwegian legal industry by highlighting opportunities for world-class learning and by inspiring talents to seize the opportunities available to them after graduating from law school. We also believe that increased attractiveness will boost recruitment, thereby paving the way for more diversity at BAHR

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Strength in diversity

Diversity in the major commercial law firms has drawn justifiable attention in recent years, with a prime focus on partnership gender imbalance. Lately, limited ethnic diversity among lawyers has also been highlighted. We have some way to go in both regards.

We believe in a workplace where everyone is given the opportunity to reach their full potential.

We will maintain and strengthen BAHRâ&#x20AC;&#x2122;s competitiveness by being relevant and attractive â&#x20AC;&#x201C; also to the companies, industries and legal talents of tomorrow.

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BAHR hired its first female lawyer in the late 1970s and appointed its first female partner in 1997 â&#x20AC;&#x201C; 31 years after the firm was founded. Much has changed since then. The firm started 2020 with a 50/50 gender balance for lawyers and business support as a whole. Indeed, the majority of our lawyers are women.

3 of the 8 partners appointed in the last three years are women.

Diversity We acknowledge that we have some way to go on diversity. This is about who we want to be. As a law firm assisting leading businesses and other influential members of our society, we need to reflect the diversity of that society to a greater extent.

To us, diversity is about gender, ethnicity and personal identity â&#x20AC;&#x201C; and about scope for different ideas, perspectives, personalities <<< 64

and working styles. BAHR as a firm shall capitalise on diverse teams in assisting our clients, because a greater focus on diversity will also inspire innovation and thinking outside the box Talent recruitment and development BAHRâ&#x20AC;&#x2122;s key competitive advantage as a knowledge-based business is the sum of all our human capital and expertise, and it is imperative that we attract and develop the best talents on the market.

A working environment characterised by genuine diversity provides an ideal platform for learning and development for all. BAHR shall be a workplace where all personnel are offered equal development opportunities, and experience a sense of belonging, security and recognition. The recruitment base also needs to change to foster increased ethnic diversity in the

BAHR

legal industry in general and BAHR in particular. It is therefore essential to inspire young people of multicultural backgrounds to study law and subsequently seek a career as commercial lawyers.

Dedicated diversity management Broadening recruitment and facilitating comprehensive diversity management are key priorities for the owners and managers of BAHR, in order to maintain the firm’s attractiveness as an employer.

All personnel shall be given equal opportunities to develop their potential, expertise and careers through individual follow-up and skills development, as well as involvement in serving clients.

It is also important for HR processes relating to recruitment, evaluation, promotion, salary and development to be implemented in a manner that actively seeks to eliminate unconscious bias from the equation.

BAHR has defined specific objectives and established a structured process for purposes of strengthening and monitoring the firm’s diversity initiatives and developments. A working group – BAHR Diversity – comprising managers, partners and employees, including business support, has been tasked with organising this process and accompanying measures. Highlighting diversity in the firm’s internal and external communications, as well as measurement and continuous improvement of our personnel’s diversity experiences, will be key priorities for BAHR in the time to come. Another key priority is delivering on client diversity expectations

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BAHR

New BAHR partners from 1 January 2020

Camilla Jøtun

Ole Andreas Dimmen <<< 68

BAHR

Publications and authorships In addition to sharing knowledge through a large number of seminars and lectures, newsletters and own legal publications, BAHR and the firm’s personnel contribute editorial and legal content to numerous publications and studies. Moreover, a number of BAHR lawyers are authors, co-authors or editors of recognised legal titles. Some of these are listed here:*

BAHR Insight – legal booklets and studies • A-Z on tax for private equity • UCITS – Tax for funds and unit holders • European long-term funds in a Norwegian context

• Family Office - structuring and organisation • Conflicts of interest in asset management • Fund management and the use of «tax • • • • • •

havens» MiFID II and Norwegian market players Oil and Gas in Norway – An introduction Cross-border M&A in Norway 2015-2019 Norwegian Public M&A Deal Study – 2019 Norwegian Private M&A Survey – Statistics and Trends – 2019 Litigation in Norway Arbitration in Norway

Topical articles in Revisjon og Regnskap • Tax treatment of co-investment schemes • Active owners in the private equity industry • UCITS and the permanent establishment criterion

• Share consideration and wage taxation

Books • Frederik Zimmer (ed.) and Advokatfirmaet

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International legal titles and journals

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• Chambers Patent Litigation Guide,

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Norway Chapter The Asset Management Review, Norway Chapter The Banking Regulation Review, Norway Chapter The Corporate Governance Review, Norway Chapter The Legal 500 Intellectual Property Comparative Legal Guide, Norway Chapter The Lending and Secured Finance Review, Norway Chapter The periodical Marlus by The Scandinavian Institute of Maritime Law; International arbitration in the Norwegian oil & gas industry The Private Equity Review, Norway Chapter

Regular columns and articles • Finansavisen • Estate • Juridika

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Expert comments in Juridika • Tarjei Thorkildsen: Comments on the Supreme Court judgment in the Skanska case • Are Stenvik: Comments on the Supreme Court order in the Lovdata case • Frederik Zimmer: What is wrong about tax havens • Are Stenvik: Comments on the Supreme Court judgment in the Frøybas case

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BAHR: Business, Company and Tax. Taxation of the Self-Employed, Companies and Owners, Universitetsforlaget.

Magnus Aarbakke, Asle Aarbakke, Gudmund Knudsen, Tone Ofstad and Jan Skåre: The Annotated Private Limited Companies Act and Public Limited Companies Act, Universitetsforlaget.

Magnus Aarbakke and Asle Aarbakke: Partnerships, Universitetsforlaget.

Gudmund Knudsen and Geir Woxholth: The Annotated Foundations Act, Gyldendal.

Finn Arnesen and Are Stenvik: Internationalisation and Legal Method, with a Focus on the Role of EEA Law in Norwegian Law, Universitetsforlaget.

Viggo Hagstrøm and Are Stenvik: The Law of Torts, Universitetsforlaget.

Are Stenvik: Patent Law. Marketing Law Excerpts, Cappelen Damm Akademisk.

Are Stenvik: Patent Law, 4th edition.

Cappelen Damm Akademisk.

Birger S. Lassen and Are Stenvik: Trademark and Domain Name Law, Universitetsforlaget.

Aase Gundersen and Are Stenvik: Current Issues in Intellectual Property Law, Universitetsforlaget.

Birger S. Lassen and Are Stenvik: Design law.

An Introduction, Cappelen Damm Akademisk.

Are Stenvik: The Scope of Patent Protection, Cappelen Akademisk.

Joachim M. Bjerke: Transfer Pricing. Pricing of Transactions between Associated Parties for Tax Purposes; A Historical and Comparative Study, Tano Aschehoug.

Jan B. Jansen and Joachim M. Bjerke: Norwegian Petroleum Taxation. An introduction, BAHR. Peter Hammerich, Klaus Henrik WieseHansen, Individual and Group Pension Agreements, Gyldendal Akademisk * The list is not exhaustive

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Awards and ratings Awards • Patent Litigation Firm of the Year (Norway) 2020, Global IP Awards • Patent Litigation Firm of the Year (Norway) 2019, Global IP Awards • Dispute Resolution Firm of the Year (Norway) 2020, Benchmark Litigation Europe Awards • Law Firm of the Year Norway, Benchmark Litigation 2019 Europe Awards • Most Innovative Law Firm of the Year Award (Norway), IFLR European Awards 2019 • Norway Law Firm of the Year 2018, Chambers Europe Awards 2018 • Norway Legal Adviser of the Year 2018, Mergermarket European M&A Awards 2018 • Norway Law Firm of the Year, Chambers Europe Awards 2018 • Firm of the Year (Norway Contentious), Managing Intellectual Property EMEA Awards 2019 • Firm of the Year (Norway Copyright), Managing Intellectual Property, IP Stars 2018 • Norwegian Law Firm of the Year, IFLR European Awards 2017 Ratings • Only Norwegian law firm with the top rating, Band 1, in all categories, • Chambers Global 2020, 2019, 2018, 2017 and 2016 • BAHR has the top rating «Elite firm» in the category «Competition law» in the 2020 edition of GCR 100 • BAHR is the «overall winner» in the Kantar Sifo Prospera survey • «Tier 1 Law Firm Review Norway 2019» • BAHR has the top rating, Tier 1, in 4 categories in IFLR1000 • BAHR has 15 top ratings; eleven in Band 1 and four in Band 2, in Chambers Europe 2020 • BAHR has 19 top ratings; sixteen in Band 1, one in Band 2 and one in Band 3, in The Legal 500 • BAHR has – as the only Norwegian standalone law firm – the top rating, Tier 1, in the categories Energy, General Corporate Tax, Tax Controversy, Indirect Tax, Transactional tax and Transfer Pricing from the World Tax and World TP • BAHR has the top rating «Elite firm» in the category «Competition law» in the 2020 edition of GCR 100 • In the annual Finansavisen Lawyer Survey, BAHR and the firm’s partners have for a number of years achieved top rankings in several categories. In the 2019 survey (published in 2020), BAHR was awarded no less than 31 top-three rankings, up from 22 in 2018 Universum survey «Norway’s Most Attractive Employers 2020» In the Universum survey «Norway’s Most Attractive Employers 2020», BAHR is ranked the second most popular commercial law firm by law students. Moreover, BAHR increased its ranking from 12th to 7th most attractive employer in a line-up of 40 top public and private sector employers.

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Advokatfirmaet BAHR AS www.bahr.no