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CorporateINTL

Corporate INTL Global Corporate/M&A Adviser Guide 2012


Global Corporate and M&A Adviser Guide Introduction Corporate law has always been about big business, and pertains to the firms that are incorporated or registered under the corporate or company law of a sovereign state or their sub-national states. It is the most dominant kind of business enterprise in the modern world, and has a separate legal personality with limited liability or unlimited liability for its members or shareholders, who buy and sell their stocks depending on the performance of the board of directors. Corporate law can be divided into: corporate

governance, concerning the power relations within a corporation; and corporate finance, regarding the rules on how capital is used. Corporate governance affects the way a corporation is directed, administered and controlled. It also includes the relationships among stakeholders and the mutual goals for which the corporation is governed. It is primarily concerned with the supervision of the management of a company and managing the risk, enabling business to be carried out competently and with due care for the interests of all stakeholders concerned. Given the current unstable financial climate, corporate governance


issues will be particularly prominent in directors’ minds as they balance the competing interests of their stakeholders. There is a significant shift in directors’ duties when a company is faced with the risk of insolvency. Directors need to be aware of these duties and the related issues before the company becomes insolvent as: their responsibilities are very different from and more extensive than those which apply to solvent companies; many of them apply when a company is in financial trouble but before it is insolvent in the technical sense; directors who have not been faced with companies in financial difficulties previously are likely to be unfamiliar with them; and failure to comply with them can lead to personal liability and/ or disqualification.

Meanwhile, corporate finance refers to the process of acquiring assets, managing them where possible and obtaining the best return from them during their lifetime. It can also extend to getting rid of unwanted assets in a legal and viable manner. The main aim of corporate finance is to ensure that an organisation has enough resources to fund its own business plans. Corporate finance provides jobs for many members of the community and is actively involved in the economy as it also manipulates capital markets. Corporate finance teams are involved in a diverse range of tasks including: creating forums which encourage investors to come to the organisation; negotiating joint ventures with prospective partners; and negotiating the price and terms when selling stocks.


Index

A

Austria...................................Brandl & Talos Rechtsanwälte GmbH.......................................6 Austria...................................SCWP Schindhelm....................................................................7 Austria...................................PHH RECHTSANWALTE..........................................................8

B

Belgium.................................Astrea........................................................................................9

C

Canada..................................Langevin Morris Smith LLP.....................................................10 China.....................................Zhejiang Confuway Law Firm..................................................11 China.....................................KAIWEN LAW.........................................................................12 Cyprus...................................Tassos Papadopoulos.............................................................13 Czech Republic.....................GÜRLICH & Co. Advokátní kancelář.......................................14

E

Ethiopa..................................EY (Ernst & Young).................................................................39

F

Finland...................................Nordic Law Attorneys-at-Law..................................................15 Francophone Africa...............John W Ffooks & Co...............................................................40

G

Germany................................Friedrich Graf von Westphalen & Partner...............................16 Germany................................P+P Pöllath + Partners............................................................17 Germany................................HAPP LUTHER Rechtsanwaltsgesellschaft mbH...................18 Germany................................SJ Berwin LLP.........................................................................19 Germany................................honert + partner.......................................................................20 Ghana....................................Kwame Asante & Associates...................................................42 Guernsey...............................Babbé......................................................................................21

H

Hungary.................................Germus and Partners..............................................................22


I

Israel......................................Preis, Baharav & Co................................................................41 Israel......................................Tadmor & Co...........................................................................43 Israel......................................Nir Cohen, Leshem & Co........................................................44 Israel......................................Stern Ariely Public Relations...................................................45 Israel......................................Yehuda Raveh & Co................................................................23 Italy........................................Grande Stevens......................................................................24

J

Japan.....................................Anderson Mori & Tomotsune...................................................25

M

Malta......................................Camilleri Preziosi....................................................................26 Mexico...................................Vázquez Aldana, Hernández Gómez & Asociados.................27 Mexico...................................García Barragán, Abogados, S.C............................................28 Morocco.................................Bennani & Associés LLP.........................................................29

N

Netherlands...........................Heussen B.V...........................................................................30 Nigeria...................................Chief G.O. Sodipo & Co..........................................................31

P

Pakistan.................................RIAA LAW...............................................................................32

S

Singapore..............................Straits Law Practice LLC.........................................................33 Switzerland............................Poledna Boss Kurer AG..........................................................34 Switzerland............................id est avocats..........................................................................35 Switzerland............................Advokatur Schmid...................................................................36

T

Turkey....................................Özlem Odabas Tavares, Law Office........................................37


Brandl & Talos Rechtsanwälte GmbH Austria

Brandl & Talos Rechtsanwälte GmbH was established in 2000 as a boutique firm specializing in capital markets work. In the meantime, the firm’s team has grown to a staff well in excess of 50. The key areas of expertise revolve around the core competence in capital markets and also include corporate/M&A as well as banking & finance. Christian Thaler

Leading directories and other publications alike consider Brandl & Talos to be among the leading firms in Austria in the above areas. The firm’s key client groups include: financial institutions; securities firms; corporations (stock exchange listed and privately held); and private equity and venture capital funds. Recent highlights of our practice include:

Christian Thaler Attorney-at-law Tel: +43 (1) 5225700-77 thaler@btp.at www.btp.at Mariahilfer Straße 116 1070 Vienna

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Brandl & Talos recently advised the Vienna listed online gaming and betting operator bwin Interactive Entertainment AG on its cross-border merger with Gibraltar-based, London listed competitor PartyGaming plc to form the world’s leading online gaming operator bwin.party digital entertainment plc, which continues to be the firm’s client. The deal value was €2.5 billion upon announcement and €1.7 billion at closing.

The latest example of our well-proven track record in the field was our role as lead counsel advising bwin.party digital entertainment plc, the world’s largest publicly listed online gaming operator (www.bwinparty.com) in connection with the sale of its B2B poker network (Ongame Network plc) to Shuffle Master, Inc., USA (transaction value: up to EUR 29.5 million). The transaction was structured as a controlled auction which involved strategic as well as financial investors as interested parties.

The firm’s specific key areas of our expertise include “classic” M&A transactions as well as advising private equity / venture capital investors. Also, we have specific expertise in advising on public transactions which, in the past, entailed innovative deal structures involving contributions in kind thereby permitting a mixed cash and share consideration as well as advice on complex issues under Austrian takeover law.


SCWP Schindhelm Austria

Saxinger, Chalupsky & Partner Rechtsanwälte GmbH (SCWP Schindhelm Austria) is one of Austria’s leading CEE-operating law firms. On the basis of this long-standing tradition, our focus is to provide comprehensive legal advice in all relevant fields of domestic and international business law through our specialised teams of lawyers. With around 80 lawyers at the commercial centres of Graz, Linz, Wels and Vienna and offices in Bratislava, Brussels, Pilsen, Prague and Budapest, we provide national and international clients with support in all areas of business law.

Immanuel S. Gerstner

Alliance and Associated Offices: SCWP Schindhelm is a member of the SCWP Schindhelm Services SE, alliance of European business law firms with offices in Central and Eastern Europe and Asia Pacific. With more than 150 lawyers in 18 commercial centres in 11 countries, the alliance members accompany national and international companies in all areas of business law. The offices of the alliance are located in: Bratislava, Wroclaw, Brussels, Budapest, Bucharest, Burgas, Graz, Hanover, Istanbul, Linz, OsnabrĂźck, Pilsen, Prague, Shanghai, Sofia, Warsaw, Wels, Vienna. Mergers & Acquisitions Whether it is the purchase or disposal of companies or shareholdings - our advisery activities cover the entire range of possible transaction forms. We advise on all phases of the transaction, from the letter of intent, the structuring and control of the transaction to due diligence and contract creation, to post-closing. Clients include both international corporations and public companies, as well as medium-sized companies, also in the form of large family-run companies. We ensure comprehensive M&A advice by drawing upon the experience of specialists from the areas of corporate, capital market, tax and employment, as well as cartel and unfair competition law. An individual interdisciplinary team compiled based on your requirements and, when requested an international team, work hand in hand, thus ensuring tailor-made solutions even with cross-border transactions.

Immanuel S. Gerstner Partner Tel: +43 1 9050100 vienna@scwp.com www.scwp.com SCWP Schindhelm Austria Linke Wienzeile 4/II/2 A

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PHH RECHTSANWALTE Austria

The Vienna law firm of PHH offers its clients an all-round service covering all aspects of economic life and asset structuring for individuals and businesses. The know-how from many different special fields contributed by our 50-strong team forms a solid basis for comprehensive advice on a high level. On the other hand, the flexibility that our boutique size has allowed us to retain guarantees personal attention and individual solutions for all our clients. Stefan Prochaska

PHH has been a member of the Alliance of International Business Lawyers (Alliuris), since 2006. The firm also regularly provides comprehensive legal services covering all aspects of business deals in the CEE markets. Drawing on a wealth of experience acquired over many years, PHH focuses on products tailored to its clients’ individual requirements and puts great emphasis on cost-effectiveness and economic viability. The costs of legal services should be calculable and comprehensible for the client. Our business portfolio includes a total of eight products - Projects, PHH Traffic, Legal Outsourcing, Litigation Management, Claims Management, Crisis Management, Crime Management and Family Office -, each of which can be subdivided into several specific specialities. The use of a modern, internet-based project management solution has enabled us to implement an innovative system that is entirely new and unique within the Austrian legal community and that guarantees efficient collaboration with the client, data safety and efficient data management. In addition to the requisite legal expertise, the success of a transaction depends in equal part on the perfect interplay between PHH attorneys and the teams of the companies involved in the deal. The application of PHH Traffic helps to optimize the deal process and to avoid mistakes. The Due Diligence report is not merely a summary of the contents of the data room, but also provides a legal and economic assessment of the risks contained in the disclosed documents.

Stefan Prochaska Partner Tel: +43 1 714 24 40 prochaska@phh.at www.phh.at Entrance Franz-Josefs-Kai 1 Julius Raab Platz 4

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Astrea Belgium

Steven De Schrijver is a partner in the Corporate/M&A department of Astrea. Steven has 20 years of experience in advising Belgian and foreign companies on mergers and acquisitions, joint ventures, corporate restructuring, financing of acquisitions, private equity and venture capital, debt structuring and secured loans. His work in the areas of corporate transactions has involved him in several national and cross-border transactions in the IT, media, energy and telecoms sectors. Astrea is an independent law firm in based in Antwerp and Brussels. Established in 2006, the firm has experienced continued growth and advises a growing list of domestic and international clients in all major areas of business law. Astrea now counts 10 partners and more than 40 attorneys. Astrea’s corporate department consists of 16 attorneys (3 of whom are partners), who all have extensive experience in multi-jurisdictional M&A transactions, private equity, corporate restructuring and corporate litigation. Working closely with some of the finest law firms around the world, Astrea’s attorneys advise on complex, cross-border and domestic transactions and legal matters.

Steven De Schrijver

The Astrea corporate/M&A team handles all types of capital market transactions, private equity and venture capital transactions, private M&A transactions and restructurings. We also advise our clients on the acquisition financing aspects of transactions, and assist many clients in relation to the Belgian aspects of domestic and international finance arrangements. Our transactional team can benefit from, and works closely with, state-ofthe-art assistance in other areas of law, including real estate, employment, social security and benefits, tax law, commercial law, litigation and arbitration, intellectual property, IT law, data protection law and regulatory. Although our specialist lawyers have stand-alone practices in their respective areas of law, they also have the entire range of transactional expertise. Our attorneys are multilingual and combine specific legal expertise with relevant industry knowledge. We offer maximum availability and responsiveness, while maintaining a personalized and solution-oriented approach. Steven is listed in Global law Experts, the International Who’s Who of Internet & e-Commerce Lawyers, The Guide to the World’s Leading Technology, Media & Telecommunications Lawyers, PLC Which lawyer?, Chambers and Legal 500. Over the last few years he has advised companies such as SunGard, Ordina, Thomson Reutters, Shred-It, Sofiprotéol, Nobel Biocare, Acquia and Q8 on corporate transactions. Born in Belgium, Steven received his JD (magna cum laude) from the University of Antwerp (Belgium) in 1992 and received an LLM from the University of Virginia School of Law in 1993. He is fluent in English, Dutch and French and has good notions of German and Spanish.

Steven De Schrijver Partner Tel: +32 2 215 97 58 sds@astrealaw.be www.astrealaw.be Avenue Louise 137/1 Louizalaan B-1050 Bruxelles

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Langevin Morris Smith LLP Canada Jeffrey Langevin

At Langevin Morris Smith, you will meet lawyers with various talents to meet your specific needs. The practices of all of our lawyers are quite varied, though our lawyers have also developed particular expertise in specific areas. Some of our lawyers are particularly focused on family law issues. Others have had extensive experience in major criminal trials. Others have focused on legal issues relating to juveniles. Immigration and labour law are also two areas that are addressed in the firm. While all of our lawyers have extensive courtroom and negotiation experience, we also are involved in corporate law, wills and estates. You will find national and cross-border corporate experience at our firm, as well as a keen familiarity with business-government relations. If your legal needs concern wills and estates, you will find our approach to be sensitive and helpful. Several of our lawyers have also been sought after for their skills at teaching others. Jeffrey Langevin is the managing partner of Langevin Morris Smith LLP. Mr. Langevin brings a wide range of experience to his practice, having served as a municipal police officer and as a reserve officer in the Canadian Armed Forces prior to attending law school. Jeffrey studied at Carleton University, Queen’s University and the University of Ottawa. Mr. Langevin practices both as a barrister and a solicitor. His solicitor’s practice is restricted to real estate transactions and small business matters. Mr. Langevin’s barrister’s practice includes extensive criminal defence work. In the first years of his practice, Mr. Langevin served as an Assistant Crown Attorney on a contract basis with the offices of Ottawa, Pembroke, Cornwall and Perth, Ontario. Now, his practice is restricted to defence work including serious violent, drug and property offences.

Jeffrey Langevin Partner Tel: +1 (613) 230-5787 jlangevin@langevinmorris.com www.langevinmorris.com 190 O’Connor Street 9th Floor, Ottawa, Ontario

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Zhejiang Confuway Law Firm China

Confuway Law Firm (“Confuway”) provides a full range of corporate legal services and finance services in such areas of practice as corporate investment and financing, legal services for banking and financing, foreign direct investment, overseas investment, venture capital, transnational merger & acquisition, domestic and/or overseas listing and corporate risk control etc. With its professional services, high efficient team and corporate management systems, Confuway has made substantial accomplishments and provided professional legal services for many enterprises’ merger & acquisition.

Helen Jiang

Confuway has acted as legal counsel for a Chinese company in its merger with a UK company, legal counsel for a merger relating to two Chinese logistics companies as well as legal counsel relating to a merger between a Chinese company and a Japanese company etc..

Helen Jiang Managing Partner Tel: +86 571 88371699 Helen@confuway.com www.confuway.com Rm 506 Red Stone Central Plaza No. 225 Chaowang Road

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KAIWEN LAW China

KAIWEN is creatively established by a group of experienced and ambitious lawyers, who both used successful experience and drew lessons from the developing process of China’s lawyer’s industry.

Qu Kai

With the idea of setting up a large-scale firm and building the teamwork platform, KAIWEN has offices in Beijing, Shanghai, Guangzhou, Chongqing and Shenzhen at one time, and all maintain close relationships with government authorities and judicial departments from national and local ones, which makes KAIWEN’s services cover areas with the most active economic development in China. All offices rely on each other and work together, which can provide the clients, especially the big and national ones, with extended services across the land. With the idea of specialization to create a professional lawyers’ team, the core services of KAIWEN center on the finance, securities, corporate, engineering and real estate areas. The main founder lawyers of KAIWEN have work experience in banking, securities, corporate, engineering and real estate industries, which makes KAIWEN be absorbed in these core areas and be dedicated to provide the clients with first-class services. With the idea of intensivism to improve the core competence of the team, KAIWEN realize the integration of the firm by the knowledge and performance management systems. As an organic whole, KAIWEN’s offices unite together with no regional economy. This integration makes it possible for KAIWEN to use abundant resources to serve its clients with high quality and efficiency, and also provide a platform for its lawyers to show their talents. M&A specialist Mr. Qu, graduated from Southwest Politics & Law University law school with a LL.B. degree. With the qualification of securities lawyer, Mr Qu is experienced in corporation restructuring, IPO and private placement and has been involved in more than twenty M&A projects. Moreover, Mr. Qu also practices in litigation cases on property disputes. His expertise is corporation law, securities law, and enterprise property identification.

Qu Kai Attorney quk@kaiwenlaw.com www.kaiwenlaw.com Floor 19, Winland International Finance Center A7 Finance Street, Xicheng District

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Tassos Papadopoulos & Associates LLC is one of the leading law firms in Cyprus providing a full range of legal services. Tassos Papadopoulos & Associates was established by the majority of partners and associates of the former Tassos Papadopoulos law firm (one of the oldest and largest law firms in Cyprus, founded in 1971 by the former President of Cyprus Tassos Papadopoulos). The firm’s objective and commitment is to provide high quality, speedy response and cost-effective legal services and to meet the demands of the modern specialized legal practice with special emphasis on confidentiality.

Cyprus

Tassos Papadopoulos

Marios G. Eliades

The firm maintains its principal practice base in Nicosia and is associated with local firms in all towns of Cyprus. It is also a member of major international networks of independent law firms such as Taglaw and the Association of European Lawyers with several thousand well-connected lawyers in over 90 countries. In transactional and non-contentious business, the focus of the firm’s work is in banking and finance, corporate law, financial services, acquisitions of companies and property, public tenders, mergers and joint ventures, the financing of major capital projects, IPOs and public listings. In the area of litigation, the firm has a very strong team of highly experienced litigation lawyers in every major field of civil litigation and arbitration including banking and finance, competition, corporate and commercial, construction, insurance, and contracts. The firm also has a substantial practice in the field of company formation, administration and tax planning (not only in respect to companies registered in Cyprus but also in foreign jurisdictions), as well as in international transactions involving Cyprus entities.

Marios G. Eliades Partner Tel: +357 22 889 999 meliades@tplaw.com.cy www.tplaw.com.cy 2, Sofouli Street 2nd Floor Chantecrair Building

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GÜRLICH & Co. Advokátní kancelář Czech Republic

Our law firm focuses mainly on the following areas of law: Civil law, Corporate and business law, Bankruptcy proceedings, Real Estate law, Family law, Intellectual property, Labor law and Litigation.

Richard Gürlich

Above all we deal with, among the advisory on real estate property transactions (e.g. sale, purchase or lease of apartments and commercial property), drafting all documents relating to real estate financing, drafting all security related documents (mortgages, lien over property and other assets including sets of movable assets, lien over IP or a business or part thereof, security / collateral agreements relating to banking accounts, shares and ownership interests, as well as numerous fiduciary assignments of rights demanded by banks), arranging registration and all other related steps, including advice on governing law. Moreover, we focus on advisory to developers, on investment in real estate, lease and sublease agreements, liens on real estate, creation of easements, building law. Our law firm provides its services at a high professional level, quickly and with complete independence. Two of our key values that help to drive businesses of our clients are flexibility and personal approach that we manage to maintain through the hard work of our young but skilled colleagues who are at all times prepared to offer tailor-made solutions. Within the scope of legal assistance, our law firm provides prevailingly advisory services in selecting the most suitable procedure with a view to clients needs, prepares various documents and arranges for the preparation of opinions and legal analyses. The highest level of professionalism that we try to maintain encompasses taking into account forthcoming legal amendments, detailed continuous study of judicature of both the national and European courts. However, while focusing on professionalism we never forget that it goes hand in hand with a personal approach which ensures that clients can always rely on our services and we provide our best in the shortest possible time with a broad level of transparency and detailed records of our performance.

Richard Gürlich Partner Tel: +420222101591 info@akrg.cz www.akrg.cz Politických vězňů 19 Prague

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Nordic Law Attorneys-at-Law Finland

Nordic Law Attorneys-at-Law itself is a medium-sized law firm known for specialising in Finnish and International Commercial Law. The majority of our firm’s clients are Finnish and foreign corporations; meanwhile, we maintain offices in Helsinki, Brussels and Geneva. Thus, our partners’ expertise in EU-law is extensive and wide-ranging. Due to abovementioned we are able to advice our clients from various perspectives. We have the expertise and resources that are needed to manage the project from the beginning to the end. This includes the structuring of the project, due diligence reviews, negotiation and drafting of documents.

Zacharias Sundström

The business environment is quite challenging for the time being, and this can be seen as a global phenomenon. Due to the economic instability (or crisis) the market atmosphere is somewhat demanding and various factors indicate that the Euro crisis is affecting corporate transactions as well as M&A, due to the fact that the banks are still cautious with regard to financing transactions such as these. Even if companies are able to acquire a bank loan, the cost for the loan may still be very high. We have noticed an increased activity regarding M&A among medium-sized companies. This can be seen as a sign of that private venture capitalists have returned to the Finnish markets – due to the fact that venture capitalists are quite known to be involved in transactions that are larger than average. Regarding large companies the M&A-activity is still quite inactive mainly because it is hard to get loans for larger deals. So far, the ongoing Euro crisis has had a moderate effect on Finland, but a prolongation of the crisis and the risk of the crisis spreading might slow down the market. The risk increases significantly if a sustainable political solution to the crisis is not achieved. All of these factors may slow down M&A in Finland, as well as in Europe in general; however, as always it is hard to predict the future, especially concerning the ever-changing economic markets. Zacharias Sundström Founder & Managing Partner, J.D., Attorney-at-Law Tel: +358 400 503 444 zacharias.sundstrom@nordiclaw.fi www.nordiclaw.fi Uudenmaankatu 36 A 2 00120 Helsinki

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Friedrich Graf von Westphalen & Partner Germany

With more than 60 attorneys, accountants and tax advisers, Friedrich Graf von Westphalen & Partner thinks beyond fixed boundaries intellectually and geographically. The firm has roots in Germany, but is, at the same time, networked globally. The firm assists clients in every economic region of the world, working together with only the best local commercial law firms. Gerhard Manz

Gerhard Manz, Rechtsanwalt (Lawyer) and Partner studied law and economics in Berlin, Lausanne and Freiburg. Focus: M&A / company acquisitions, Company law (formations, reorganizations, shareholder disputes, business successions), Corporate financing, International commercial law. A leading name in Baden-Württemberg. Frequently recommended for corporate law and M&A: “He gives explanations, which are easy to understand”, “knowledgeable, concise, skilful at negotiating, very competent and solution-driven with commercial know-how” (client) (JUVE Handbook of German Commercial Law Firms 2011/2012). Gerhard Manz is “no doubt one of the most prestigious German corporate lawyers and transaction specialists” (Kanzleien in Deutschland, 12th edition 2011). A leading and frequently recommended lawyer for Corporate Law (JUVE German Commercial Law Firms 2009/2010 and 2010/2011).

Gerhard Manz Partner Tel: +49 761 21808-304 gerhard.manz@fgvw.de www.fgvw.de Kaiser-Joseph-Straße 284 79098 Freiburg

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P+P Pöllath + Partners

The firm regularly advises on corporate/M&A, private equity and real estate transactions of all sizes. P+P has reached a leading market position in the structuring of private equity and real estate funds and tax advice and enjoys an excellent reputation in corporate matters as well as in asset and succession planning for family businesses and High Net Worth Individuals. P+P partners serve as members of supervisory and advisory boards of well-known companies. They are regularly listed in domestic and international rankings as the leading experts in their respective areas of expertise. P+P regularly advises business owners, corporations, private equity houses and management teams on all aspects of M&A transactions. The firm assumes sole or primary responsibility for transactions, from smaller venture capital investments to multi-billion buy-outs, and cooperates with other leading specialists. P+P assists sellers in structuring asset management prior and subsequent to a sale or succession of private company. P+P represents venture capital firms/funds, institutional investors, angel investors, emerging growth companies and strategic corporate investors in connection with the full range of venture capital and other transactions. Investors and entrepreneurs use P+P’s services because the firm provides practical and hands-on legal advice based on broad market and business experience.P+P’s experience includes the execution of financing rounds, exit transactions, tax planning and strategy. P+P’s clients benefit from the full range of legal expertise and advice needed to address multiple legal challenges in the venture capital and M&A environment. A large group of our clients are based outside of Germany and most of P+P’s projects include cross-border work.

Matthias Bruse

Otto Haberstock

Georg Greitemann

Jan Wildberger

Germany

P+P Pöllath + Partners is an internationally operating law firm, whose 33 partners and nearly 100 lawyers and tax advisors in Berlin, Frankfurt and Munich provide high-end legal and tax advice.

Matthias Bruse Partner at P+P Munich Tel: +49 (89) 24240-270 matthias.bruse@pplaw.com Otto Haberstock Partner at P+P Munich Tel: +49 (89) 24240-274 otto.haberstock@pplaw.com Georg Greitemann Partner at P+P Frankfurt Tel: +49 (69) 247047-24 georg.greitemann@pplaw.com Jan Wildberger Partner at P+P Frankfurt Tel: +49 (69) 247047-19 jan.wildberger@pplaw.com www.pplaw.com P+P Pöllath + Partners Kardinal-Faulhaber-Str. 10

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HAPP LUTHER Rechtsanwaltsgesellschaft mbH Germany

HAPP LUTHER comprises of 26 attorneys who represent and advise companies and entrepreneurs mainly in the areas of corporate law, M&A, corporate restructuring, industrial-property law, pharmaceutical and medical law, employment law, real estate law, tax law, inheritance law and law of foundations.

Dr. Frauke Moehrle

In addition to numerous individuals, HAPP LUTHER serves many well-established medium-sized companies, large companies and corporations in the fields of trading, construction, pharmaceutical industry, chemical industry, real estate, and software development. The firm also advises and represents foundations and insurance companies, banks, service providers, hospitals, and artists. The Mission of the firm is to provide its clients with the best legal advice. Since practitioners at the firm consider themselves as full service legal advisors, HAPP LUTHER supports its clients in all legal matters that may arise in their daily corporate business. The basis of the firm’s advice is trust and a long lasting client-attorney relationship. The firm carries out its clients’ instructions rapidly and with a high quality of service. The interchange between many decades of experience and constant training form the basis of HAPP LUTHER’s work. Along with legal expertise and personal skills, professionals at the firm focus on what is practically achievable. Each of the clients has a personal contact in the firm who is closely linked to a team of colleagues, who support each other in their areas of expertise. All legal advice of HAPP LUTHER, as far as it is necessary, is provided in close consultation with the firm’s tax advisers and accountants of its associated tax and accounting firm - MDS Möhrle & Partner.

Dr. Frauke Moehrle Attorney, Certified Specialist in Commercial and Corporate Law Tel: +49 (0) 40 85 30 15 0 f.moehrle@happluther.de www.happluther.de Haferweg 24 D-22769

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As a leading force in international corporate law, SJ Berwin has advised on a number of the key and innovative deals. We believe that the M&A marketplace continues to improve, with clients demonstrating a continued interest and willingness to investigate transaction opportunities and to bring such opportunities into effect. The services we provide are partner led and focus on delivery of innovative and commercially viable solutions to ensure a strategic approach and be able to fully support our clients in the current climate and aligned to their business strategy.

Dr. Michael Cziesla

SJ Berwin is a leading force in the Corporate / M&A market. We have a team comprising 45 partners across Europe and Asia (10 partners in Germany) and over 80 associates, delivering legal services and transaction support of the highest quality and servicing major corporate clients, banks and financial institutions and investors. We advise on all aspects of domestic and cross border corporate finance services, ranging from recommended and unsolicited public offers, equity capital markets (including IPOs, rights issues, open offers and placings), joint ventures and strategic alliances and group re organisations, across a number of sectors including financial services. Our pre eminence in the private equity sector adds value to our M&A offering. Our knowledge of private equity players - in particular their approach to structuring auction bids - gives our corporate clients an advantage when competing against private equity players in a bid process. Our continued involvement in innovative private equity structuring techniques ensures our core M&A skills are at the forefront of deal technology. Given that SJ Berwin is a full service law firm, our Corporate practice is able to draw on the expertise of the Commercial, EU & Competition, Intellectual Property, Real Estate, Regulatory and Tax departments in particular, to ensure that our clients receive comprehensive and high level legal advice. Recognised in the Legal 500 directory for our “excellent reputation in the UK and Europe as a corporate powerhouse�, we were also awarded Corporate Team of the Year at The Lawyer Awards 2010.

Dr. Michael Cziesla Partner Tel: +49 (69) 50 50 32 – 152 michael.cziesla@sjberwin.com www.sjberwin.com Atrium am Opernplatz, Bockenheimer Anlage 46 60322 Frankfurt am Main

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Germany

SJ Berwin LLP


honert + partner Germany

honert + partner is a German law firm with offices in Hamburg and Munich, two of Germany’s main business centers.

Dr. Arnd Weisner L.L.M.

Dr. Peter Slabschi LLM

We specialize in the legal areas that matter most to our national and international corporate clients, namely M&A, corporate and commercial law, tax law, capital markets law, employment law and litigation and dispute resolution. This clear focus guarantees the know-how, experience and high quality of our legal work that our clients expect from us. Our lawyers provide assistance to our clients in all matters that fall into our core area of expertise, for example complex restructurings, asset and share deals - whether on the buyer’s or the seller’s side -, management buy outs, negotiating and setting up joint ventures, management and employee service contracts and questions concerning employees’ participation on works council and board level, changes in shareholder structure and financing rounds, structuring of funds, as well as legal disputes, whether between shareholders or companies or with employees. Our client base comprises German and international companies, as well as individual business entrepreneurs, and covers a wide range of industry groups, including transportation and logistics, manufacturing, food industry, pharmaceutical firms, trading houses, funds and funds managers as well as family offices. Many of our German clients do business internationally and therefore require assistance across the border. Therefore, over the years we have established close links to a network of law firms outside Germany with whom we work on a regular basis to meet our clients’ business needs. And international clients who come to Germany to do business can rely on our experience in the domestic market, both with respect to the legal framework as well as the commercial side.

Dr. Arnd Weisner L.L.M. Partner Tel: +49 (0)40 380 37 57 0 a.weisner@honert.de Dr. Peter Slabschi LLM Partner Tel: +49 (0)40 380 37 57 0 p.slabschi@honert.de www.honert.de Neuer Wall 50 20354 Hamburg

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We see ourselves not simply as legal service providers, but rather as partners and advisors who develop and implement strategies and individually tailored concepts together with our clients.


Babbé Guernsey

Babbé – a leading Guernsey law firm with a reputation for delivering world class legal services. We are one of Guernsey’s leading law firms and our corporate and commercial, trust and fiduciary, and funds teams represent a significant number of global businesses and institutions. We believe in setting the standards in offshore commercial markets and have developed a range of legal specialisms in tandem with the development of Guernsey as a world-class offshore centre. We offer expert legal advice and representation to a wide variety of commercial clients, including multi-national banks, fiduciary companies, funds investors and insurers.

Stuart Tyler

Our clients choose us for our responsiveness to their needs, for our close understanding of the industries in which they operate, for our careful stewardship of their interests and, where appropriate, for our forceful and effective litigation. We have an exceptional dispute resolution team, forceful and effective. We work across the full range of commercial activity but with a particular focus on finance related matters. We are widely acknowledged to be among the foremost Guernsey law firms in fields including contentious trust litigation, commercial fraud, insolvency and professional indemnity. Due to the nature of Guernsey’s status as an offshore jurisdiction we have developed significant expertise in matters that have an international dimension. Our lawyers advise on all aspects of company law, particularly on the Guernsey law aspects of commercial transactions involving Guernsey companies. We assist with drafting, reviewing and negotiating contracts and work closely with lawyers, accountants and other professionals in many jurisdictions. Businesses require a wide range of legal services and our specialist lawyers work together as a team to provide an expert service across all your legal needs. As a firm we understand the speed at which commercial decisions have to be taken, and pride ourselves on the accessibility and responsiveness of the service that we provide.

Stuart Tyler Partner, Head of Corporate and Commercial Team Tel: + 44 (0)1481 746174 s.tyler@babbelegal.com www.babbelegal.com P O Box 69, 18 – 20 Smith Street St. Peter Port, Guernsey GY1 4BL

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Germus and Partners Hungary Gábor Germus

The Germus & Partners Law Office provides quality services covering the entire range of business law. Our clients are multinational companies and foreign and local large and medium-sized businesses. In our work, we are driven by the desire to serve our clients to the highest standards, in a pragmatic manner. In the interest of maintaining the highest quality, the partners of the Office follow through and take part in person in every case. In serving our clients, we concentrate on becoming acquainted with our client’s concepts and on serving their best business interests. Bearing this in mind, we provide them with practical legal assistance. We have entered into a strategic partnership with the Csákay and Partners Law Office, as a result of which the Associated Offices are at the disposal of clients with 18 attorneys in total, covering the entire range, from bank financing, through patent law, to public procurements. Gábor Germus obtained a law degree at the Faculty of Law of ELTE University in 1994. In 1992, he was a Tempus scholarship holder (Nijmegen, the Netherlands). In 1997, he was awarded a DAV scholarship (Koblenz, Germany). From 1994 to 2009, he worked for the SBG&K Law Office where he was a partner from 1999. In 2009, he was a founder partner of the Germus and Partners Law Office. M & A practice areas include: law of international transactions, project financing, investment financing; mergers and acquisitions and related credit contracts. Tax planning related to investments. Company due diligence. Establishment of companies in Hungary and abroad. Drafting of documents related to the establishment of companies, changes in company data and the transformation of companies, implementation of related court proceedings and comprehensive consulting services. Representation in lawsuits under company law. Law of foundations, non-profit limited liability companies and associations.

Gábor Germus Founding Partner Tel: +36 1 279-3330 gabor.germus@germus.eu www.germus.eu 1016 Budapest Budapest

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Yehuda Raveh & Co Israel

Yehuda Raveh and Co. was established in the 1940s by the late Gideon Hausner, the Attorney General of the State of Israel and a Cabinet Minister in Israel’s Government. Today, the firm is among the leading law firms in Israel. It is led by Mr Yehuda Raveh and has a staff of 85 lawyers, associates, and administrative personnel. The firm is also involved in projects in Europe and has recently opened a branch in Bucharest, Hungary. The firm has been repeatedly ranked among the leading law firms in Israel by various international publications, namely The European Legal 500, Dun & Bradstreet, Chambers Global, International Association of Business Leaders and IFLR1000.The firm provides legal services in a broad range of areas, including among others: major infrastructure projects, project finance and BOT projects, corporate and M&A, multi-national cross-border transactions, real estate, construction and development, bankruptcy and reorganization, hotel and tourism, public tenders, administrative law and litigation and dispute resolution.

Yehuda Raveh

The firm represents several of the largest real estate and construction projects in the country in major residential, commercial, high-tech and industrial projects. The firm has well-known expertise in hotel development and management deals throughout Israel, and represents numerous hotel owners and developers and major national and international hotel companies. The firm is one of Israel’s leading firms in the area of infrastructure and project finance.

Yehuda Raveh Senior Partner Tel: +972-2-563-5232 lawfirm@yraveh.co.il Ron Vered Partner Tel: +972-3-5620303 ron@ravehtlv.co.il www.yraveh.co.il 26 Usishkin St P.O.B 7722

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Grande Stevens Italy

The Firm provides legal assistance, both transactional and in litigation proceedings, in the areas of civil, commercial and corporate law, domestically and internationally. The following list enumerates the most relevant areas of law and ac­tivities that compose the know how of the Firm, passed on and consolidated through the years. With respect to such activities, the Firm has accrued extensive capabilities and experiences in Mergers and Acquisitions transactions, financial law and capital markets and litigation, both in court and in arbitration proceedings. The Firm has evolved by gathering professionals with diverse experiences, including international experience. The organization of the Firm, in the continuing effort to provide its clients with the highest quality of professional service, has established new offices in Milan and Rome, equipped with the most modern computer technology, where professionals are able to meet the demands of domestic and international clients. All the partners and associates share the philosophy that has made “Grande Stevens” a renowned guarantee of professional quality in Italy and abroad. Michele Briamonte - Corporate Law specialist Main Areas of Practice: Corporate and commercial law, reorganization of family business and properties, financial law, mergers and acquisitions, litigation and arbitration, sports law. Other Activities: Founding member of the Italy-Israel Chamber of Commerce, Lecturer on International Sports Law at the University of Turin (2007-2008) Professional Membership: Member of the Turin Bar, Italy (2003) Education: 2000 - University of Turin, Law Degree (Premio Optime, Unione Industriale of Turin, 2001)

Michele Briamonte Lawyer Tel: +39 011 4391 411 m.briamonte@grandestevens.it www.grandestevens.it Via del Carmine, 2 10122 Torino

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2000 - Visiting scholar at the Cornell Law School (distinction of honor in the course “Defensive tactics against hostile takeovers” held by Prof. J. Macey) Foreign Languages: English


Anderson Mori & Tomotsune is among the largest and most diversified law firms in Japan offering full corporate services. Our flexible operational structure enables us to provide our corporate clients with effective and time-sensitive solutions to legal issues of any kind. We have more than 50 years of experience advising international clients. Approximately half of our firm’s clients are foreign corporations with a strong presence in Japan through Japanese subsidiaries, branch offices, joint ventures and representative offices. Anderson Mori & Tomotsune has extensive experience in representing Japanese and international clients in M&A transactions and other business transactions in Japan and around the world. Our clients include global financial institutions, multinational corporations and private equity funds. Our particular strength lies in the area of complex cross-border M&A transactions, acting for international clients in their M&A activities in Japan and for Japanese corporations expanding abroad. Our experience also comprises structuring venture capital, private equity, joint venture and strategic investment transactions, usually with a cross-border element. We also have experience in corporate reorganization matters, both in a bankruptcy and non-bankruptcy context.

Japan

Anderson Mori & Tomotsune

Yuichiro Nukada

The international depth of our firm is evidenced by the fact that many of AM&T’s 300 Japanese lawyers are qualified as lawyers or have practical experience at leading law firms in such jurisdictions as the US, the UK, the Netherlands, Australia, Germany, France, Belgium, China, India, Korea, Indonesia and Malaysia. Our M&A practice is highly ranked by reputable legal publications. We have received the “M&A Deal of the Year” from Asian Legal Business for excellence in M&A in Japan, and some of our lawyers have been named in “The International Who’s Who of Business Lawyers” from Law Business Research.

Yuichiro Nukada Partner Tel: +81-3-6888-1110 yuichiro.nukada@amt-law.com www.amt-law.com Izumi Garden Tower, 6-1 Roppongi 1-chome, Minato-ku, Tokyo

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Camilleri Preziosi Malta Dr Louis de Gabriele

Established in the 1960s, Camilleri Preziosi is one of Malta’s leading law firms with a commitment to deliver an efficient service to clients by combining technical excellence with a solution driven approach to the practice of law. Today, the firm is a specialised practice focusing on domestic and international transactions in the field of corporate and commercial law and in the financial services sector. Now headed by partners Henri Mizzi, Louis de Gabriele, Laragh Cassar and Marisa Azzopardi, Camilleri Preziosi is at the forefront of local practitioners specialising in these areas. The firm is renowned for its consistently high quality of service and expertise, and has continually proved itself in all of its major practice areas: Banking & Finance, Capital Markets, Corporate/M&A, Dispute Resolution, EU & Competition, Gaming, Intellectual Property, Investment Services, Real Estate & Utilities, Taxation, Technology, Media and Communications, Transport. The level of specialisation within the firm and its lawyers’ constant exposure to commercial considerations enable us to advise on the most complex of commercial transactions. Our experience and specialisation give us an invaluable depth and range of legal expertise and commercial experience. We combine innovation in thought and technical excellence in the law to offer clients a quality service. Our approach is to understand our clients’ key business drivers and to provide an integrated, solution-driven and business-oriented service, that adds real value to our clients. Through our network of contacts with other firms spanning the globe, we can also draw upon the expertise of some of the world’s leading, international law firms. This provides our clients with access to cutting edge advice and best practice, particularly in the case of multi-jurisdictional transactions. Similarly, as a market leader, Camilleri Preziosi’s assistance is called upon by its international counterparts. The firm’s advice is sought frequently on the implications of Maltese law on a wide array of transactions. We are also requested to form part of integrated, international teams engaged on complex projects.

Dr Louis de Gabriele Partner Tel: +356 21238989 louis.degabriele@camilleripreziosi. com www.camilleripreziosi.com Level 3, Valletta Buildings South Street, Valletta

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Vázquez Aldana, Hernández Gómez & Asociados Mexico

Vázquez Aldana, Hernández Gómez & Asociados (VAHG) operates in Mexico City and Guadalajara, Mexico, being the largest Mexican member firm in Consulegis, EEIG; servicing clients across the Mexican Territory. VAHG has consolidated more than 50 years of legal practice. VAHG is formed as a result of the prestige, experience, reputation, business approach, high ethical values and professional standards, responsiveness, accountability and trust of its Partners. VAHG is now recognized as a leading legal firm in M&A, Contract Law, Banking and Securities Law, Real Estate Law as well as corporate transactions in general, including Notary Public and Commercial Notary Public services, within its geographic area in Mexico.

Fernando Hernández

As a result of its non-stop search for high added value, VAHG is proud of having the trust of worldwide known Mexican and multinational companies as a result of the adoption of its business model. VAHG represents an invaluable sum of prestige and reputation with strengths and capabilities to conduct international transactions, operating under the highest standards of services and quality, together with a singular personal approach, developing a unique strategic competitive factor and high appreciation of its clients. VAHG is capable of covering full services including corporate law, mergers & acquisitions; banking and securities law, project finance, public attesting, as well as real estate, and infrastructure, joint ventures, commercial law and contracts, foreign investment, intellectual property law, due diligence, Notary Public law, and Public Commercial Notary Public law, civil and commercial litigation, tax and administrative litigation, labor litigation and consulting among others. We believe that prestige is the result of the consistency of a professional practice enriched with ethical values.

Fernando Hernández Partner Tel: +55 52 33 38171731 fhernandez@vahg.mx www.vahg.mx Juan Ruiz de Alarcón #320 Col. Arcos Sur, Guadalajara, Jalisco

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García Barragán, Abogados, S.C. Mexico

Since its foundation, Garcia Barragan Abogados, S.C. has rendered services to both domestic as well as foreign clients. Concerning the business of its domestic clients, its services are not limited to Mexican legal aspects alone, but also cover business in other parts of the world. The firm’s offices are located in Mexico City. However the firm has clients nationwide and handles their affairs through correspondent relationships with law firms or prestigious lawyers in Mexico’s most important cities. Concerning its international practice, the firm maintains strong and steady relationships with several renowned law firms in all the important cities of the United States, as well as with law firms in Europe and the Far East, several of which are affiliated members of the U.S law firms with which it maintains a professional relationship. The firm also maintains important correspondent relationships with prestigious law firms in several countries of Central and South America, with which it teams up to handle cases in such countries. The firm is composed of four general Partners and eight associates all of which are professionals in technical areas related to patents and other industrial creations. There are also translators, paralegals, a pool of secretaries and an adequate number of administrative staff. The legal, technical secretarial and administrative staff is highly experienced and qualified to deal with domestic and foreign clients, and all of them are fluent in English. The firm has extensive experience in corporate law. Thus, it is well positioned to assist its clients and offer them integral service that responds to all their individual needs. The firm provides highly personalised support, and this has allowed us to lead our clients step by step before they incorporate a company or register branches of foreign companies. This support also includes highly complex transactions. The firm’s corporate practice includes, among others, all matters relative to mergers, transformation to other types of commercial companies, reorganizations, acquisitions, split-ups, liquidations, co-investments, associations, advising to private companies and registered in the stock market and procedures before the corresponding authorities, and in general legal representation of our clients. Manuel García Barragán M. Senior Partner Tel: +52 55 57 03 30 20 mgb@gb-abogados.com.mx www.gb-abogados.com.mx Río Guadiana Núm. 11 Col. Cuauhtémoc

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Bennani & Associés LLP Morocco

Mehdi M. Bennani-Areas of practice: Mergers and Acquisitions, Banking and Finance, Domestic and International Contracts, Joint Venture Agreements, Project Finance Privatizations, Restructuring Corporate Finance and Private Equity. Mehdi M. Bennani-Career: BENNANI & ASSOCIÉS LLP Casablanca, Morocco January 2004-Present Managing Partner Admitted to the New York Bar - 2001 BRYAN CAVE LLP New York, NY Jan 2001-Dec 2003 Associate, Business and Transactional Counseling Involved in all aspects of the firm’s finance and transactional practice, concentrating particularly on representing banks, other financial institutions and companies. Specific responsibilities included providing day to day counseling to companies and banks on corporate and financial transactions. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP New York, NY Oct 1998-Jan 2001 Associate, Corporate International Group Involved in all aspects of the firm’s project finance practice, concentrating particularly on representing governments and public agencies as contract counsel, special transaction counsel and negotiation counsel in power purchase projects and oil projects. Information Courtesy of the LEGAL 500

Mehdi M. Bennani Managing Partner Tel: +212 5 22 95 96 02 mbennani@bennaniassocies.com www.bennaniassocies.com 157 BOULEVARD D’ANFA 2000 CASABLANCA

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Heussen B.V. Netherlands

Heussen is an independent, Amsterdam based Dutch law firm specialized in corporate law, commercial and employment law. Heussen has a strong international focus and co-operates with HEUSSEN Rechtsanwaltgesellschaft mbH, one of Germany’s biggest independent law firms, with offices in Berlin, Frankfurt, Munich, Stuttgart, Brussels and New York and with HEUSSEN ITALIA with offices in Rome, Milan and Conegliano. Mr. Paul A. Josephus Jitta

Mr. Tim B. Schreuders

Mr. Stan Ph. Robbers

Mrs. Martijn B. Koot

Mr. Paul A. Josephus Jitta Partner Corporate Law Tel: +31(0)20 312 2812 paul.josephus.jitta@heussen-law.nl Mr. Stan Ph. Robbers Partner Corporate Law Tel: +31(0)20 312 2817 stan.robbers@heussen-law.nl Mr. Tim B. Schreuders Partner Corporate Law Tel: +31(0)20 312 2818 tim.schreuders@heussen-law.nl Mrs. Martijn B. Koot Partner Corporate Law Tel: +31(0)20 312 2815 martijn.koot@heussen-law.nl www.heussen-law.nl De Entree 51 1101 BH AMSTERDAM

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Our M&A practice covers all types of domestic and cross-border transactions. We advise and assist in transactions which vary from small to large and from straightforward to complex. Besides M&A, Heussen also specialises on corporate law, finance, corporate structuring, corporate litigation, commercial law and employment law. Our lawyers have extensive experience in working together with other professional service providers, such as tax advisers, accountants and corporate finance consultants. Consequently, we do not only understand their language, but also realize that combining our strengths with theirs at the early stages of advising clients is highly efficient and beneficial to our clients. Our lawyers are focused on playing a pro-active role and attending to the clients’ needs. Our lawyers are fluent in Dutch and English, and some of them are also fluent in Spanish, Swedish, Japanese, Chinese, German or French as well. All of our lawyers have a broad experience in both national and cross-border transactions and have worked with lawyers and law firms based on virtually every continent. Our client base comprises large and medium sized Dutch and foreign companies, whereby in particular clients from the United States, the UK, Scandinavia and Asia (Japan, China, Taiwan and Korea) are well represented. We are frequently engaged by or via multidisciplinary advisory firms in large, cross border projects. To serve our clients best we have a Japanese practice, a Chinese practice and a Swedish practice, all headed by native lawyers, as well as a Spanish and Latin American practice, headed by a Spanish speaking lawyer.


Chief G.O. Sodipo & Co. Nigeria

DR. BANKOLE SODIPO, Barrister and a Solicitor and the Managing Partner with the Law firm of Chief G.O. Sodipo & Co. Lagos. He was a member of the 1988 Copyright Drafting Law Committee that prepared the Nigerian Copyright Act 1988. He has contributed to teaching the Masters programme at Queen Mary & Westfield College, University of London and was a visiting guest lecturer at the Nigeria Law School. He is a regular contributor to leading international journals.

Dr. Bankole Sodipo

His major publications include a book on Nigeria’s Foreign Investment Law and Intellectual Property Rights and a book on Piracy and Counterfeiting: GATT-TRIPS and Developing Countries. He has also worked with leading firm of solicitors and at Barristers’ chambers in London. He organizes and speaks at conferences in Nigeria and Internationally; these include the Frankfurt Book Fair, the Copyright Society of America; the American Intellectual Property Law Association and the University of Maastrict. He is a visiting guest lecturer at the University College, London; an Adjunct Research Fellow at the Intellectual Property Institute, Queen Mary, University of London and a Consultant to the World Intellectual Property Organization. He handles contentious and non-­contentious matters. He is the President of the Intellectual Property Law Association of Nigeria which is the local organization that liases between the government and the private sector in lobbying for reforms in the administration, adjudication and enforcement of Intellectual Property Rights. He was a member of the committee that drafted Nigeria’s Intellectual Property Policy.

Dr. Bankole Sodipo Managing Partner Tel: +234(0) 1-2637738 bankolesodipo@yahoo.co.uk www.gosodipo.com 27/29, King George V Onikan

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RIAA LAW Pakistan

RIAA LAW is amongst the largest and most reputed law firms in Pakistan. With 9 partners and over 25 lawyers working from offices in Karachi, Islamabad, Lahore, Peshawar and Kabul, and with representatives in the UK and China, RIAA LAW is well placed to serve its international clientele. While offering its clients the whole range of legal services, the Firm has particular expertise in mergers and acquisitions, project finance, privatizations, power projects, oil and gas projects, infrastructure projects, banking and finance, intellectual property, international trade, anti dumping, telecommunication, construction, mining and pharmaceutical sectors. The corporate practice of the Firm is strongly complimented by a litigation division which is well experienced in representing foreign and local clients in litigation and arbitration proceedings in Pakistan and abroad. RIAA LAW is also the Pakistan representative in Lex Mundi, the world’s leading association of the premier corporate law firms. As local counsel of over 45 multinationals operating in Pakistan, RIAA law advise and assist on a regular basis their subsidiaries/ branch offices in Pakistan on issues pertaining to contracts, human resource, labour laws, fiscal laws, regulatory compliances, and foreign exchange laws. In the last year, RIAA LAW was appointed as local counsel of a number of new multinationals operating in Pakistan. RIAA LAW has also advised a number of clients on mergers, including advice pertaining to pre-merger applications and approvals, the impact of the recent change in competition laws after the coming into force of the Competition Act 2010 and tax implications of proposed arrangements. Clientele in this regard include multinational companies such as Mitsui & Co. Ltd. Ahsan Zahir Rizvi Partner Tel: +92 21 35865198 arizvi@riaalaw.com Bilal Shaukat Partner Tel: +92 21 35865198 bshaukat@riaalaw.com www.riaalaw.com D-67/1, Block 4 Clifton, Karachi

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RIAA LAW has also acted as legal counsel for a non-resident acquirer in the acquisition of a company incorporated in Mauritius, which held substantial stake in a large financial services company in Pakistan. Currently, the Firm is acting as legal counsel for Thal Limited in the proposed merger and de-merger of Makro-Habib Pakistan and Metro Cash & Carry Pakistan (Private) Limited.


Straits Law Practice LLC (“Straits Law”) is a dynamic full service law corporation, built on a solid foundation of experience and expertise in wide-ranging legal issues. We provide a broader and more comprehensive service which is personalised to meet our client’s needs. Our expertise extends to Litigation, Banking, Conveyancing, and Corporate practices. We have established links and effective working relationships with law firms in India, China, Australia, Indonesia, Malaysia, and the United Kingdom.

Singapore

Straits Law Practice LLC

M Rajaram

The main instrument regulating M&As involving public listed companies in Singapore is the Singapore Code on Takeovers and Mergers (the “Code”). The Code applies to takeovers and mergers of Singapore incorporated companies and foreign companies with a primary listing of their securities in Singapore, real estate investment trusts and business trusts with a primary listing of their units in Singapore, and unlisted public companies and business trusts with 50 or more shareholders or unit holders with net tangible assets of at least S$5 million. The Code is administered and enforced by the Securities Industry Council. M Rajaram graduated from the University of Singapore with a Bachelor of Law (Hons) degree (University of Singapore) and also holds an MBA from the Maastricht School of Management. He is an Advocate and Solicitor of the Supreme Court of Singapore and a Solicitor of England and Wales. Rajaram is a Fellow of the Singapore Institute of Arbitrators and the Chartered Institute of Arbitrators. He holds an MBA from Maastricht School of Management. Experience Rajaram is the Senior Director of Straits Law, a full service Singapore law firm, where he heads the Banking & Finance, Corporate & Commercial and the South Asia desk. He is actively involved in dispute resolution activities in India and acts for many financial institutions in cross border financial transactions, including mergers and acquisitions. He has advised various Indian Companies on overseas acquisitions and acts for the many Indian Banks who have a presence in Singapore.

M Rajaram Senior Director Tel: +6514 1218 robert@straitslaw.com.sg Robert Wong Director Tel: +6514 1248 robert@straitslaw.com.sg Steven Lo Director Tel: +6514 1486 stevenlo@straitslaw.com.sg www.straitslaw.com.sg 36 Robinson Road 18th Floor, City House

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Poledna Boss Kurer AG Switzerland

Walter H. Boss

PBK offers the full range of services typically required in the context of a business transaction, namely corporate, contractual, tax and labor law as well as regulatory advice. Its partners are all established practitioners well recognized in the market and its associates are well trained and familiar with their respective areas of the law. PBK is a law firm that provides legal advice and representation in legal enforcement by employing an approach and devices which are adequate to today’s challenges. The firm consists of experts who, rather than being simply a collection of resources unrelated among themselves, see beyond the traditional limits of their areas of expertise. The law is for us a tool to control risk. PBK views itself as part of the client’s risk management. Based on this premise we help our clients to create contractual and organizational structures that give them control over the relevant processes. The Swiss business environment has been affected by the global credit crisis, although to a lesser degree than many other jurisdictions. Meanwhile, the market has considerably improved. Transactional activities have resumed and are not far away from the level they used to be at before the crisis. Hence, the Swiss market remains very attractive to foreign investment as far as the legal and tax environment are concerned. There is certainty of law, especially regarding M&A transactions and, a critical point for foreign investors, tax issues are typically addressed in a ruling which may be obtained from the competent tax authority in a rather short time frame. Even if there is a smaller amount of formalities to comply with in Switzerland if compared to certain foreign jurisdictions, there is an increased tendency to tighter regulation. In particular, Swiss corporate and accounting regulations have been recently amended. In order to overcome these challenges, PBK endeavors to gain a clear understanding of the client’s objectives and business.

Walter H. Boss Partner Tel: +41 44 220 12 12 info@pbklaw.ch www.pbklaw.ch Bellerivestrasse 241 PO Box 865

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id est avocats

It was founded by Michel Jaccard, a widely respected tech | media, IP and corporate law specialist whose work and expertise have been consistently recommended over the years by leading guides and publications. Members of our corporate practice have built a strong expertise in commercial and finance transactions, including crossborder acquisitions and restructurings, business combinations, private equity investments, venture capital financings and leveraged and management buyouts. The practice is well positioned in key industries in the Western part of Switzerland, such as ICT/high tech, media, telecoms, luxury, cleantech, bio, medtech, and retail.

Switzerland

Id est avocats is a boutique law firm located in Western Switzerland and serving local and international clients in the Lake of Geneva region. The firm is mainly active in Corporate | Commercial, Technology | Media | Advertising, and Intellectual Property.

Michel Jaccard

Our clients range from early stage, equity or debt financed companies and entrepreneurs to global leaders and include numerous SMEs doing business with international suppliers or customers. In corporate transactions, we regularly act for buyers, sellers and financial sponsors, in domestic and international deals, due diligence audits, share acquisitions, asset transfers, options, spin-offs, divestures, MBI / MBO / LBO, trade sales, intra-group and full scale mergers. Services include: venture capital financing / private equity transactions, corporate finance & reorganization, corporate governance, general commercial and contractual law advice. `

Michel Jaccard Partner Tel: +41 (0) 21 321 0880 Michel.Jaccard@idest.pro www.idest.pro Rue Centrale 6 1003 Lausanne

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Advokatur Schmid Switzerland

The Advokatur Schmid is a boutique law firm located in the Canton of Zug that emphasizes personal relationships and individualized assistance to its clients. We provide services in the areas of both national and international commercial and corporate law. lic. iur. David Schmid

Our lawyers are admitted to practice all over Switzerland and also have solid backgrounds in economics and business administration. We offer all our services in German, English, French and Spanish. Our drive and aspiration are to provide tailor made solutions to each client’s specific needs. Our professionals, while focusing on the law, take many other factors into consideration, thus analyzing each legal issue from a broad and comprehensive perspective. Our global network, consisting of correspondent law firms, tax experts, accountants and fiduciaries, enables Advokatur Schmid to offer you high quality consulting services through only one point of contact.

lic. iur. David Schmid Attorney at law Tel: +41 (0)41 760 96 42 dsc@advokatur-schmid.ch www.advokatur-schmid.ch Grabenstrasse 25 6340 Baar

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Odabas Tavares Law Office is a boutique law firm delivering a full range of legal services. It was founded in March 2004 with a view to provide legal services to its clientele at international standards in order to assist them to map a route as per their specific requirements. Odabas Tavares Law Office is based in Ankara, capital of Turkey, and works in collaboration with its best friend law firms in Istanbul, Antalya and Zonguldak. As the exclusive Turkish member of Euréseau, an international network of lawyers consisting of 23 other jurisdictions in addition to Turkey, it is a well connected firm to provide accurate, current knowledge and expertise of international law or any local laws on cases where required also in such 23 jurisdictions. Odabas Tavares Law Office has close working relationships with reputable foreign law firms in key commercial centres or capitals around the world, through collaboration on case basis.

Turkey

Özlem Odabas Tavares, Law Office

Ozlem ODABAS TAVARES

The vast majority of the firm’s clientele consists of international companies, foreign law firms and foreign missions in Ankara (including embassies, foreign trade offices and organizations). The practice expertise of Odabas Tavares Law Office is built on its experience in: energy law/ renewable energy, project finance, corporate and commercial law, mergers and acquisitions, and joint ventures, real estate and construction, international commercial contracts, foreign direct investment, government filing, defense industry, dispute resolution by way of litigation and arbitration (ICSID), labor law, and consumer law. The vast majority of their clientele consists of international companies, foreign law firms and foreign missions in Ankara (including embassies, foreign trade offices and organizations). Odabas Tavares Law Office is established and managed by Mrs. Ozlem Odabas Tavares, a member of the Ankara Bar. Before establishing Odabas Tavares Law Office, her own practice, Mrs. Odabas Tavares has worked as foreign lawyer in Sinclair, Roche & Temperley and Ince & Co., two highly regarded London City law firms, and later on joined the Ankara office of White & Case, a reputable American law firm, until 2004. Odabas Tavares Law Office is a member of Euréseau, Italian Chamber of Commerce in Turkey (BCCT) and the Turkish Wind Energy Association (TUREB). Ozlem ODABAS TAVARES Managing Partner Tel: +90 312 405 6035 oot@odabastavares-law.com www.odabastavares-law.com Nenehatun Caddesi No: 93/7 GOP 06700 Ankara

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Annual Subscribers


EY (Ernst & Young) Ethiopia

Zemedeneh Negatu is the managing partner of EY Ethiopia and Head of Transaction Advisory Services. He is widely recognised as one of Africa’s top business leaders and was recently selected amongst the “100 Most Influential Africans of 2013” by the international magazine - New-African. A trusted advisor to decision makers in the private sector as well as governments, Mr Negatu has advised clients in the Americas, Middle East and throughout Africa. For example, he led the transaction advisory team which successfully transformed Ethiopian Airlines which has since become the biggest in Africa and in 2013 was more profitable than all African airlines combined. In 2012 he was the transaction advisor to Diageo plc of the UK, the world’s leading premium drinks company, in one of its largest acquisition investments in Africa. More recently, Mr Negatu led the team which advised on a US$4 billion transaction in Africa, with financing led by one of the largest Wall Street private equity funds.

Zemedeneh Negatu

Mr Negatu has received numerous global awards including “Pioneer Diaspora Business Person of the Year 2012” in Washington DC and “Managing Partner of the Year 2013” from a major UK business magazine. He has been interviewed numerous times by the global media such as CNN, BBC and Bloomberg and was recently a “Power Lunch” guest on CNBC television discussing FDI in Africa. Moreover, Mr Negatu was featured on the December 2013 cover of one of the most prestigious international corporate finance magazines published in the UK. Mr Negatu has a business degree from Howard University, Washington D.C. and completed the LSE programme at the Harvard Business School and is a US CPA.

Zemedeneh Negatu Managing Partner EY Ethiopia and Head of Transaction Advisory Services Tel: +251 91 120 1741 zemedeneh.negatu@et.ey.com www.ey.com/et

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John W Ffooks & Co Francophone Africa

John W Ffooks & Co. is a multilingual international law firm, covering Francophone Africa. It specialises in commercial and business law, including finance, project finance, intellectual property, minerals, mining, oil & gas, environmental law, privatisation, telecommunications and banking law. The firm regularly advises on all aspects of these areas within each country in the region. John Ffooks

With offices in London and Madagascar, and associated offices throughout the region, John W Ffooks & Co. is able to meet to clients’ needs at every level, from operational matters on the ground to meeting and discussing the issues face to face at the client’s head office. The firm aims to service clients in their host country and home jurisdiction. It has particular experience advising foreign investors who invest in Francophone Africa, as well as local clients looking for international expertise and vision. The firm uses its extensive international expertise and detailed knowledge of local law and practise to offer the best international advice tailored for each individual country. John W Ffooks & Co. is highly accustomed to working closely with lawyers from other jurisdictions. It has worked with lawyers across Europe and the UK, as well as with law firms from North America, South Africa, Australia and Asia. The firm’s lawyers speak fluent English and French, as well as local languages where appropriate, and can communicate proficiently in English with correspondents from overseas. John Ffooks, John W Ffooks & Co. senior partner, leads the firm with his 20 years of experience, and advises on everything from broad strategy to detailed transactions. He is familiar with the specific legal and business cultures across Francophone Africa (including OHADA countries), and has extensive experience of French-based legal systems along with the ability to communicate any issues arising simply and clearly to English speaking clients.

John Ffooks Partner Tel: +261 20 224 3247 john@jwflegal.com www.jwflegal.com

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Preis, Baharav & Co. Israel

Preis, Baharav & Co. has been awarded Finance Law Firm of the Year 2013 in Israel due to its prominent position in the Israeli market. The firm represents leading banks, financial institutions and corporations in complex finance transactions due to its highly esteemed professionalism, expertise, reputation, experience and service. Preis, Baharav & Co., was founded in 2011 by Ronen Baharav and Dr Ziv Preis as an elite boutique law firm in the areas of banking & finance, corporate and mergers & acquisitions, based on its partners’ core values of partner level service and dedication, commitment to excellence, efficiency and teamwork.

Ronen Baharav

The Banking and Finance team led by Ronen Baharav has a vast experience and reputation in successfully handling complex domestic and international finance transactions, as well as providing regulatory advice to Israeli and international banks and financing institutions operating in Israel. Ronen Baharav has been involved from the earliest stages of his legal career, in the top edge of the finance realm in Israel, personally representing parties to the largest financing transactions in Israel in the last ten years. He has personally drafted, negotiated and handled some of the financing agreements for the largest financing transactions in Israel, and built his reputation as one of the true leading banking lawyers in Israel. Ronen Baharav has worked closely with all major Israeli banks and financial institutions as well as with the largest Intentional banks. Since the establishment of the firm, Preis, Baharav & Co. has been representing leading corporations in their finance activities (lenders and borrowers alike), including, among others, Israel Discount Bank Ltd., Origo Leverage Fund, Altshuler Shaham Provident Funds, Meitav Provident Funds, Helman Aldubi Finance, Hadas Arazim Investments, the Azrieli Group, the Tnuva Group, and the Histadrut, Israel’s largest labor union.

Ronen Baharav Partner Tel: +972 3 541 5555 baharav@pnb.co.il www.pnb.co.il

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Kwame Asante & Associates Ghana

Kwame Asante & Associates (KAA), established in June 1991 under Ghana’s companies code 1963, Act 179, is a three-partner firm of chartered accountants and auditors based in Accra, the capital of Ghana. It is a professional services firm offering accounting, audit, tax, business advisory and specialty consulting services. Richard Kwame Asante, the firm’s founder and managing partner, has around 35 years of broad professional experience covering audit, taxation, corporate governance and integrated financial management systems. He has an MBA and is a member of the Institute of Chartered Accountants in Ghana. Rita Sraha, the business consulting partner, has 17 years of professional experience in corporate management, organisational planning, analysis of financing needs and training. She also has an MBA. Arnold Okai is the assurance and business advisory partner. He is a fellow of the Association of Chartered Certified Accountants (ACCA) and a member of the Institute of Chartered Accountants (Ghana). He has 22 years of professional experience in accounting, audit, tax planning and investment advisory services. KAA focuses largely on audit work, including statutory, tax, forensic, performance, procurement and payroll audits. Consulting services represent another important area of the firm’s work, including business process reviews, organisational restructuring, capital restructuring, business valuation and economic and market studies. It also provides accounting, tax consulting and company formation services. The client base covers a diverse range of sectors from public services and banking, through communications and hospitality, to agriculture and energy. The firm’s journey, since 1991, has been a combination of enterprise, vision and good corporate governance attributes. This saw it selected to represent the former Andersen Consulting (at the time Arthur Andersen and Andersen consulting), in 1996, and then the former Arthur Andersen until 2003, in Ghana.

Richard Kwame Asante Office Manager; Accountant Tel: +223 302 222 777 kaaghana@gmail.com

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KAA’s consultants aspire to, and continue to deploy, global best practices while offering the best value to its clients. The firm employs accountants, consultants and other professionals who have provided quality services and contributed to the success of local professional services firms, and who are able to successfully compete with the international firms within.


Tadmor & Co. Israel

Dr David E Tadmor, Tadmor & Co. managing partner, specialises in antitrust, regulatory, mergers & acquisitions, and arbitration and litigation. His practice includes the representation of leading multinational clients in a large variety of industries, as well as many of Israel’s largest industrial and holding companies, financial Institutions and energy companies. Tadmor & Co., established by Dr Tadmor in 2005, is a premier Israeli law firm with lawyers favoured by clients operating in all sectors of the Israeli economy. The firm comprises of a highly skilled and professional team of around 70 lawyers and trainees. Many of the lawyers are multilingual and have studied or are admitted to practise in overseas jurisdictions. The firm provides insightful and strategic commercial advice to a diverse range of clients both in Israel and internationally. Tadmor & Co. has a reputation for excellence and brings its clients the best results through tailor-made solutions and top quality service.

Dr David E Tadmor

Dr Tadmor is recognised as a leading expert in the area of competition law. He served as the Director General of the Israel Antitrust Authority (IAA) between February 1997 and February 2001. During this time in office the IAA trebled in size, legislative amendments were introduced and much of the foundation for Israel’s competition law and enforcement policies was laid. Dr Tadmor introduced the IAA to the competition committee of the OECD. He was also the driving force behind the cooperation agreement between the United States and Israel in the area of competition. Dr Tadmor is also a leading expert on regulatory matters in Israel, representing major clients in administrative and legislative procedures, before governmental committees, and in connection with proposed regulation and legislation. He also represents clients in large-scale arbitration proceedings and in administrative and commercial litigation proceedings. His experience in the area of mergers and acquisitions spans over more than 20 years. He has extensive experience also in the area of energy, where he represents Israel’s largest gas and energy companies. He also has extensive experience in the health and telecom sectors. Dr Tadmor is active in various charitable organisations and maintains a diversified pro bono practice. In the past, he was a senior partner at Caspi & Co., a leading mergers and acquisition firm in Tel Aviv. Prior to becoming Director General of the Antitrust Authority, Dr Tadmor was a member of the Antitrust Court in Israel. Previously He was a corporate attorney with the New York law firm of Wachtell, Lipton, Rosen & Katz. Dr Tadmor is a graduate of the Hebrew University School of Law (LL.B.) and NYU School of Law (LL.M., S.J.D.). Dr Tadmor is an adjunct professor at the Tel Aviv University School of Law (Antitrust Law). In the past he was also an adjunct professor at the Hebrew University of Jerusalem (The Law and Practice of Privatization), the Interdisciplinary Center (Antitrust Law) and Tel Aviv University School of Law (Telecommunications Law, Corporate Law).

Dr David E Tadmor Managing Partner Tel: +972-3-6846016 david@tadmor.com

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Nir Cohen, Leshem & Co. Israel

Nir Cohen, Leshem & Co. is a law firm engaged in complex litigation, mainly in the fields of commercial law, corporate and securities law, class action suits, banking law and antitrust. The firm was founded in 1994 by Nir Cohen and David Leshem. It has represented leading entities in the Israeli economy such as banks, insurance companies, credit card companies and other financial institutions, public and private companies, and individuals from the business sector. Nir Cohen

In the area of corporate and securities law, Nir Cohen, Leshem & Co. handles shareholders’ disputes, control disputes, directors and officers’ liability proceedings, derivative suits, oppression of minority suits, proceedings against governmental and regulatory authorities, etc. Nir Cohen, Leshem & Co. represents defendants in various areas in which class actions are filed in Israel, such as corporate and securities law, consumer law, banking law and antitrust law. Nir Cohen, Leshem & Co. represents banking institutions in complex litigation matters, including large cases against customers, principal cases against capital market authorities, and disputes with other financial institutions. In the field of antitrust, Nir Cohen, Leshem & Co. handles proceedings filed with judicial authorities involving issues of significance in this field. Nir Cohen graduated from the Tel Aviv University (LLB cum laude) in 1985, and was admitted in Israel in 1986.

Nir Cohen Founding Partner Tel: +972-3-6968270 office@ncl-lawyers.com www.ncl-lawyers.com

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Stern Ariely Public Relations Israel

Stern Ariely Public Relations (SApr), founded in 1994 by Ronit Stern and Pupi Ariely, offers a holistic approach to PR, working in conjunction with advertising and BTL agencies, lobbying groups and marketing teams. SApr specialises in brand and corporate media relations and strategic marketing communications. With more than 70% of its portfolio consisting of global brands, it is highly experienced in managing international brands while adjusting to local market needs and demands.

Pupi Ariely

The firm provides PR expertise in four practice groups – healthcare; lifestyle and consumerism; technology and communication; education and NGOs. The firm offers three additional services to its clients: • Ethnic Segments: a dedicated department for segments communication including the Russian, Arabic and Orthodox media in Israel. • Social Media: a dedicated department for social media and digital initiatives as well as content-driven PR for the Internet, TV and print. • Issues and Crisis: a dedicated team of media consultants specialising in issue management and crisis intervention and management. Israel’s pharmaceutical industry is a very active and developed market influenced by medical, social, economic, cultural and political elements. The media activity in the pharmaceutical, bio-technological and OTC markets requires high sensitivity to regulator, labour union and NGO demands. Alongside media relations SApr helps clients like Medtronic and Bayer, to develop corporate responsibility programmes, issue and crisis management plans and marketing communications targeted to specific patient sectors. The firm’s professional reputation is deeply rooted in marketing and consumer-related issues with extensive marketing communications experience for consumer products in a range of industries – from toiletries and personal care such as Always and Pantene, to fashion such as Louis Vuitton, food and beverage, electronics, technology, among others. SApr is committed to developing programmes that support the business objectives of it clients.

Pupi Ariely Director Tel: +972 3 6122130 pupi@sapr.co.il www.sapr.co.il

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CorporateINTL

Corporate INTL Global Corporate/M&A Adviser Guide 2012