Mergers & Acquisitions Law Awards 2017

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CONTENTS Norway Aabø-Evensen & Co 4 United States Beckmen Law 5

Malaysia BEN & PARTNERS • Law Firm 6 New Zealand Chapman Tripp 7 Bahrain Charles Russell Speechlys LLP United States Cohn Birnbaum & Shea P.C.

Mauritius Conyers Dill United Kingdom Hogan Lovells International LLP Jordan ICLC

Canada Stikeman Elliott LLP

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NORWAY Aabø-Evensen & Co 27 Karl Johans gate 0159 Oslo, Norway Tel: +47 2415 9000

Mergers & Acquisitions Aabø-Evensen & Co specializes on mergers and acquisitions (M&A) work. This represents a significant proportion of our activity. Our practice covers the full range of M&A work, frequently with a cross-border and multi-jurisdictional perspective. We have a good network of law firms which enables us to quickly set up a competent crossborder team. We have appeared on many of Norway’s most significant transactions over the recent years. Our practice includes assisting clients in the acquisition of both listed and private companies. The team is known for a highly commercial approach and an extensive marked knowledge.

Our practice involves advising on issues related to structuring transactions, planning and conducting a due diligence, structuring the financing and evaluating competition issues.

The Firm Aabø-Evensen & Co is a Norwegian boutique law firm with main focus on M&A and capital markets. The firm was established in 2002. Despite its young age the firm has a proven track record of delivering excellent quality legal services to major enterprises and institutions. The firms work, and especially its M&A focus, has received recognition by major M&A players. We like to think of ourselves as a law firm that differs from others.

We are not, and do not strive to be, the largest law firm measured by number of lawyers. Our goal is to be the firm of choice for clients with respect to their most significant business transactions. We have no intention of becoming a large firm. We aim to keep the flexibility and responses of a somewhat smaller firm and yet delivering big firm quality – or better. Our working methods are highly effective, professional and service minded, including the use of some of the industry’s leading IT-tools for document- and knowledge management. A client of Aabø-Evensen & Co can expect a high degree of partner focus on all levels of an assignment.

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UNITED STATES Beckmen Law 1111 S Main St, Suite 200, Grapevine, TX 76051 Phone: 817-756-1094

Mergers and acquisitions are an important consideration for any company’s growth strategy. Whether the economy is good or bad, properly structuring M&A deals help small businesses reach their potential and help big companies expand their opportunities. The depth and breadth of the M&A practice at Beckmen Law reflects the dynamic nature of our clients. Our M&A lawyers work as an integrated team of experts in key areas such as antitrust, energy, litigation, tax, finance, real estate, and securities. Our clients look to us for help in every aspect of a corporate transaction, including financing, regulatory compliance, due diligence, valuation, and operational issues. Our internal approach to corporate transactions is collaborative, so our clients always have the best, working with them to achieve their objectives and thinking creatively to solve their problems. Beckmen Law was rooted in Energy Law; however, our firm has expanded its reach and is now utilizing that experience and legal expertise in other areas. In addition to traditional M&A transactions for both private and public companies in a wide array of industries, our corporate practice also includes: •

Corporate Counseling

Defensive Counseling

• Private Equity Sponsored Transactions •

Consolidation Programs

Joint Ventures and Complex Strategic Alliances

• Advising Investment Banks in their Capacity as M&A Advisors

Our firm endeavors to exceed the expectations of our clients in all aspects of service, by: •

Responding promptly to our clients’ needs;

Managing our clients’ matters in an efficient, caring and proactive manner;

• Recapitalizations and Buyouts

• Communicating regularly and clearly with our clients; and

• Looking to achieve the solution(s) desired by our clients.

Restructuring Bankruptcy, and other Distressed and Leveraged Transactions

We believe every corporate transaction is more than just filing paperwork. Beckmen Law adds value to our clients’ M&A deals by providing strategic business advice and by helping our clients make informed decisions which allow them to continually grow. Our vision is to have our attorneys and clients step out of the comfort zone of the “traditional” legal practice. We strive to be a different law firm – one where its attorneys are driven by the entrepreneurial spirit upon which America was founded. Clients deserve to be guided by consistently highly skilled, ethical and aggressive legal representation at a reasonable fee – not guided by potential profits.

As we look to the future, we will make use of cutting-edge legal and business technologies and methodologies, to assure that we continue to deliver the highest quality legal services to our clients. We will strive to incorporate new practice areas and opportunities so that we can continue to adapt to the growing and ever-changing needs of our clients and the legal industry. Our firm will strive to nurture the lives we touch by encouraging a consistent investment in the talents and energies of our team and in our community. Continuous mentoring and training of attorneys and staff is a strategic component of our culture. We work hard to maintain a friendly working environment where success at work and happiness at home are mutually inclusive.

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MALAYSIA BEN & PARTNERS · Law Firm No. 7-2, Level 2, Block D2, Dataran Prima, Jalan PJU 1/39, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia Tel: +603 7805 2922

Our law firm specialises in wide range of legal services including corporate finance and capital markets, corporate commercial and advisory, takeovers, mergers and acquisitions (M&A), debt restructuring, liquidations and receivership, private equity and venture capital, real estate and property (conveyancing), drafting contract including review of agreements (shareholders agreement, share sale agreement, joint venture agreement, subscription agreement, sale and purchase agreement etc.) and dispute resolution (litigation). To learn more regarding our area of legal expertise, kindly click here. Our law firm is based in Petaling Jaya, a major city bordering the capital of Malaysia, Kuala Lumpur. Our law firm is located in Dataran Prima which is situated in the vicinity of Aman Suria, Damansara Jaya, Kelana Jaya, Tropicana, Taman Mayang, Taman Megah, SS2, Damansara Jaya and Ara Damansara.

Mergers and Acquisitions Legal Advisory and Due Diligence

takeovers (including mandatory general offer, voluntary offer and compulsory acquisition) including going private transactions whether by way of general offer, scheme of arrangement, sale of business and undertakings or capital reduction;

• advising on matters incidental to general offer including exemption application to Securities Commission Malaysia by persons acting in concert (“PAC“) from undertaking mandatory general offer pursuant to Malaysian Code on Take-Overs and Mergers 2016 and Rules on Take-Overs, Mergers and Compulsory Acquisitions 2016; •

• Our lawyers have advised on mergers and acquisitions and takeovers matters which includes: • purchasing and selling of businesses, whether by way of purchase of shares in company whether acquisition of majority or minority stake, assets purchase, acquisition of businesses and undertakings;

divestment of businesses or disposal of subsidiaries; and

Our law firm has advised clients ranging from individuals to public listed companies and multi-national corporations from both domestic and foreign countries in takeovers, mergers and acquisitions matters. Our lawyers will assist our clients from pre-transaction planning and structuring through legal due diligence, negotiating and drafting definitive agreement, advising on completion matters, post-completion adjustments and other postcompletion issues. In divestiture matters, we advise our clients on how to respond to diligence requests and making sure that confidential interest of our clients are protected. We strive to protect the interest of our clients while at the same time making certain that we provide practical solutions to issues arising the course of advising on takeovers, mergers and acquisitions or divestitures matters.

mergers, disposals and acquisitions involving financial institutions, insurance companies, foreign companies and public listed and private companies incorporated in Malaysia pursuant to Financial Services Act 2013, including advising on regulatory requirements and compliance issues in relation to the takeovers, mergers, disposal and acquisitions.

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NEW ZEALAND Chapman Tripp PwC Centre, 60 Cashel Street, Christchurch Central, Christchurch 8013, New Zealand Tel: +64 3 353 4130

Chapman Tripp is a leading New Zealand full service law firm with a truly national presence, with 53 partners and over 200 lawyers across offices in Auckland, Wellington and Christchurch. New Zealand’s business and public leaders have turned to Chapman Tripp for advice and solutions for over 135 years. Chapman Tripp represents major New Zealand and multinational players in all industries and sectors of the economy including in agriculture, dairy and forestry; construction; government; energy; banking and financial services; and emerging technology industries. Our lawyers are involved in work that is helping to define New

Zealand’s future. The firm helps clients achieve a competitive edge with clear, commercially focused advice across all of their legal requirements, including commercial, corporate, property, construction, finance, tax, dispute resolution, environmental and government relations issues. We have a comprehensive Corporate Social Responsibility strategy and we’re proud to support our communities with targeted pro-bono and sponsorship contributions and sustainable business practices.

Mergers & Acquisitions Law: Clients of our market-leading, internationally recognised M&A

team value our long history of innovation, strong relationships with regulators and proven ability to get even the most challenging deals across the line. We advise international and New Zealand clients, including large multinationals and leading private equity players on the structure, strategy and implementation of takeovers, amalgamations, joint ventures and other complex transactions. We were ranked top New Zealand firm by deal volume in Mergermarket’s 2016 Australasian M&A league tables, and were the only New Zealand firm to feature in the top 15.

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BAHRAIN Rupert Copeman-Hill Partner, Head of Business Services Middle East Charles Russell Speechlys LLP Tel: +973 1713 3211; Charles Russell Speechlys LLP, Bahrain World Trade Center, Floor 24, East Tower, PO Box 31249, Manama, Bahrain


Rupert’s expertise includes:

Rupert is a senior corporate lawyer with more than 20 years international experience advising on private and public M&A transactions, private equity fund-raising and investments, joint ventures, equity capital markets transactions and commercial and corporate governance matters in the Middle East, Australia and the United Kingdom.

• drafting, negotiating and completing complex asset and share purchase agreements, joint venture and shareholders’ agreements, drafting and negotiating executive contracts and advising on all other aspects of the sale or purchase of a business or company

Rupert is very experienced in acting for listed and unlisted multinational corporations, financial institutions, Fortune 500 companies, family offices and high net worth individuals. He is acknowledged for his timely, commercial and proactive advice. Rupert recently obtained the Islamic Finance Qualification from the Chartered Institute for Securities and Investment. Rupert’s recent transactional experience includes acting for Bahrain Middle East Bank B.S.C. on its takeover which completed in March 2017. This was the first takeover of a bank in Bahrain since 2014 and was complex from a regulatory perspective because it did not readily fit into either the mandatory or voluntary takeover categories under Volume 6 of the Central Bank of Bahrain (CBB) Rulebook. The transaction required a close analysis of the Rulebook and subsequent detailed discussion with the CBB to determine on what basis to treat the transaction under the CBB regulatory regime.

advising on private equity investments and fund formation – Rupert has advised on a number of direct investments, co- investments and fund formations and investments in the private equity space in the Middle East, Europe, the UK, Australia and the US

advising on IPOs, takeovers, rights issues, private placements and other capital raisings including advising due diligence committees, drafting, reviewing and amending information memoranda, private placement memoranda and prospectuses and advising on regulated stock exchange listing rules

leading due diligence teams and preparing legal due diligence reports

advising on and drafting a wide range of complex commercial contracts

advising companies and company directors on company law duties and corporate governance issues

The Firm Charles Russell Speechlys is an international law firm headquartered in London with offices in the UK, Europe, the Middle East and South East Asia. We are one of the oldest and most respected law firms in the UK with over 170 partners and 500 lawyers operating from 11 international business centres around the world. We provide corporate and commercial, regulatory, advisory and litigation and dispute resolution services to governments, sovereign wealth funds, major corporates and privately owned businesses.

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UNITED STATES Cohn Birnbaum & Shea P.C. 100 Pearl Street Hartford, CT 06103 Phone: 860 493 2200

Mergers & Acquisitions Buying or selling a business can be a stressful transaction even for the most sophisticated business owners. Our experienced lawyers have helped guide clients through the purchase and sale process as smoothly and on as favorable terms as the transactions allowed. We work closely with the client to understand and achieve what the client needs out of the proposed transaction. Purchases and sales of businesses, (whether in the form of stock transactions, asset sales, mergers or, management buyouts), often involve consideration of complex issues outside of pure «corporate» law, including tax, intellectual property, securities, real estate, anti-trust, labor and ERISA, environmental, bankruptcy, and litigation. Our lawyers are familiar with all such issues and provide comprehensive

representation throughout the merger and acquisition process. Cohn Birnbaum & Shea’s highly experienced team of business lawyers joined together to provide our clients with cost effective solutions to their business problems. We are engaged to deal with problems ranging from proposed transactions to governmental regulation to bitter disputes, and virtually everything in between, where the matters often involve complex legal issues that overlap discrete legal disciplines. Our individual backgrounds and experiences with firms having some of the most sophisticated law practices in the northeast, allows us to provide that sophisticated service to clients we have learned over the years without the staggering overheads burdening our former firms.

We often draw upon the experience of those lawyers in our individual Groups comprising our Practice Areas to provide a seamless integration of the many disciplines needed to satisfy the needs of our clients. This interaction among the legal staff brings to bear the background and experience of a team approach, coordinating with accountants, investment bankers, appraisers and other similar professionals, that frequently adds to the solutions we offer our clients. We provide personalized and effective legal services for businesses. Through our unique combination of personal service, broad capabilities and lower overhead, we have helped an array of businesses successfully meet and navigate challenging legal issues.

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MAURITIUS Ashvan B.Luckraz Associate Conyers Dill & Pearman ( Mauritius) Limited Tel: +230 4049900; c/o Conyers Dill & Pearman ( Mauritius) Limited Level 3, Tower 1, Nexteracom Towers, Cybercity, Ebene, Mauritius


The Firm

Mergers & Acquisitions

Ashvan’s practice covers civil/ commercial litigation and arbitration, with a particular emphasis on insolvency, contractual matters, shareholder disputes, and urgent interim relief.

Conyers Dill & Pearman is a leading international law firm with a broad client base including FTSE 100 and Fortune 500 companies, international finance houses and asset managers. The Firm advises on Bermuda, British Virgin Islands, Cayman Islands and Mauritius laws, from offices in those jurisdictions and in the key financial centres of Dubai, London, Hong Kong and Singapore. Through our global network we provide responsive, sophisticated, solution-driven advice to clients on matters including:

Banking & Finance

Insurance & Reinsurance

Investment Funds

Ashvan is experienced in all aspects of corporate and commercial law with particular emphasis on finance, mergers and acquisitions and investment funds. He advises a wide variety of clients including financial institutions, corporate service providers, international and local businesses, and high net worth individuals.

• Corporate •

Capital markets

• Private Equity & Venture Capital •

Asset finance, including shipping and aircraft finance

• Litigation & Dispute Resolution •

Insolvency & Restructuring

Private Client & Trust

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UNITED KINGDOM Hogan Lovells International LLP Atlantic House, 50 Holborn Viaduct, London Holborn Viaduct, London, EC1A 2FG, United Kingdom Phone:Â +44 20 7296 2000

Hogan Lovells is a global legal practice that helps corporations, financial institutions, and governments across the spectrum of their business and legal issues globally and locally. We have over 2,800 lawyers operating out of more than 45 offices in Africa, Asia, Europe, Latin America, the Middle East, and the United States. We combine broad and deep transactional and dispute resolution capabilities enabling us to act on the largest and most complex transactions and cases around the world, with an exceptional regulatory practice, and world leading IP and commercial law capabilities.

Mergers and Acquisitions: Our M&A lawyers advise on many of the largest and most complex deals around the world. We have all the resources of a global firm, along with deep capabilities in local markets and broad industry-specific knowledge. We are consistently ranked in the top 10 for deal-making globally. Over the past two years, we advised on more than US$320 billion in announced mergers and acquisitions – or over

400 public and private transactions. Our M&A practice is built on four pillars that set us apart when it comes to structuring, negotiating, executing, and delivering transactions:

Technical excellence Our M&A lawyers are recognized as leaders in their field. We help you innovate, with cutting-edge deal technologies that enable you to lead the way in your industries; and we partner with you and your financial and technical advisors in developing the strategies and tactics to maximize your success.

Understanding issues in complicated, regulated industries We have a deep understanding of the industries in which you operate and have organized our business to foster that understanding. This multidisciplinary approach enables us to identify, and even anticipate, regulatory changes, market dynamics, and trends that can impact your business transactions.

Solving problems, on time and efficiently We have the full range of legal capabilities necessary to achieve success in your transactions, on time and efficiently. Whether a transaction gives rise to antitrust review, IP safeguards, or taxefficient structuring, we can call on lawyers across our practices to apply deal-specific knowledge within their subject matter. And we work together to provide you with seamless support.

Global reach, with local knowledge We are in the markets that matter to you. Our practice extends across the world’s major financial centers and emerging markets. We assess our geographic capabilities and expansion strategies, not only in light of where business is now, but where business is heading. With more than 500 M&A lawyers across six continents, our reach enables us to help with inbound, outbound, multijurisdictional, or domestic M&A, wherever a deal takes you.

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JORDAN ICLC 106 Wadi Saqra - Arar Street City Plaza Commercial Complex 4th floor Office No.43, Amman, Jordan Tel: +962 6 4630072

Mergers & Acquisitions ICLC is a global leader among law firms involved in mergers and acquisitions and other corporate transactions.

Commercial Business, by which the firm has proven capable of providing comprehensive legal assistance, while ensuring a customized, timely and conscientious consideration to each and every client.

The transaction experience of ICLC lawyers, the breadth of our practice and the geographical reach of our offices worldwide have allowed us to maintain our leadership position, representing a broad array of public and private companies, private equity firms and financial sponsors, investment banks, governmental entities, and other institutions and individuals.

Our Law Firm issues an informative e- Periodical Newsletter for the awareness of Clients about the recent breakthroughs in Laws in Jordan and, Middle East and the Gulf Countries.

About Us

Our Law firm has many close connections with reputable international law firms around the world who rely on ICLC to fulfill their Client’s needs. Our specialization areas cover all legal aspects of doing business and carrying out commercial transactions in Jordan. Our team work together and across practice.

International Consolidated for Legal Consultations (ICLC) Our multi-practice law firm which was established in the year 1979 by Professor/ Dr. George Hazboun, in Amman, Jordan is a leading company with wide range of international activities. The firm has grown progressively to become one of the leading law firms in Jordan and one of the well-known in the MENA region, by which it is recognized for both its excellence and for its impeccable services. Consultations and litigation are on top of our services to our clients. ICLC Has acted over the years for and on behalf of a wide range of well-known and reputable local and international clients in the fields of Petroleum & Energy agreements, Banking, Pharmaceutical, Maritime, Construction Contract, Investment, Arbitration (domestic and international), Patents and

ICLC is one of the first law firms in Jordan that advises clients in the French language, in addition to the Arabic and English languages.

Specialties in order to assist and help clients anticipate and evade problems, Resolve disputes, and achieve their legal and business goals. Our talented Attorneys and Counselors and their expertise along with the teamwork employed in our law firm in order to bring out superior services to our clients is what make ICLC, triumph over other law firms and is the source of strength of our Firm. But more importantly, our strength comes from our clients’ trust that we will give them the quality of service that they deserve.

On the other hand, our superior team is well known in the fields of the international arbitration. The Managing director of the law firm is Professor George Hazboun an authority as a law professor lecturing in different universities in Jordan, various Arab Countries, contributed in the training of the Jordanian judges and civil servants of ministries in Arab countries. (i.e.,The Civil Servants of the Ministry of Oil in the Republic of Yemen), besides his contributions in drafting laws and regulations in Jordan and assisting the World Bank in some of similar tasks. Professor Hazboun acted as arbitrator(sole, Chairman and member of Arbitration Tribunal). In 70 international and domestic arbitration cases also he represented state and governments in arbitration cases. Professor Hazboun is specialized in Comparative Law, Conflict Laws including, but not limited to international agreements i.e. Gas & Oil, Banking, and transportation. He is member of many international Arbitration institutions and commissions(AAA, CAC and the ICC). Professor Hazboun is author of forty two published legal articles and three books. ICLC client’s portfolio includes International, regional and domestic corporations customers.

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CANADA Stikeman Elliott LLP 1155 René-Lévesque Blvd. West 41st Floor, Montréal, Quebec H3B 3V2, Canada Phone: +1 514 397 3000

Stikeman Elliott’s Mergers & Acquisitions Group is perennially among the most active in Canada. Whether advising on Canada’s largest contested public company transactions or friendly acquisitions of privately owned family businesses, we utilize our expertise and creativity to pragmatically achieve client goals. One of the hallmarks of our practice is our understanding of risk. We see managing and minimizing risk as one of our key roles in any transaction – identifying and mitigating third party issues before they become a problem. Stikeman Elliott lawyers have wellearned, long-standing relationships with all Canadian regulators. Our strategic management of regulatory interactions has helped clients close some of the most highly scrutinized deals in Canada. We also understand that successful transactions must be designed having regard to their real and perceived implications to our client’s key stakeholders. As

such, we work with clients to help them present transactions that best preserve and leverage these often critical relationships.

About the Firm When Heward Stikeman and Fraser Elliott first opened the firm’s doors in 1952, they were united in their pledge to do things differently to help clients meet their business objectives. In fact, they made it their mission to deliver only the highest quality counsel as well as the most efficient and innovative services in order to steadily advance client goals. Stikeman Elliott’s leadership, prominence and recognition have continued to grow both in Canada and around the globe. However, we have remained true to our core values.

These values are what guide us every day and they include: •

Partnering with clients – mutual goals ensure mutual success. Finding original solutions where others can’t – but they must also be grounded in business realities. Providing clients with a deep bench of legal expertise – for clear, proactive counsel. Remaining passionate about what we do – we relish the process and the performance that results from teamwork.

• A commitment to the pursuit of excellence – today, tomorrow and in the decades to come – is what distinguishes Stikeman Elliott when it comes to forging a workable path through complex issues. Our duty and dedication never waver. This is what makes Stikeman Elliott the firm the world comes to when it counts the most.

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