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March 2015 VOLUME TEN ISSUE EIGHT

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INNOVATING VALUE


Sector Panel

CONTENTS EDITOR’S TALK Value is an oft used word in business. We need to create ‘value’. But rarely do we take the time and ask ourselves, what do we actually mean by value? From a business perspective the value that matters is that which the consumer deems valuable. In this month’s cover story, Dominic Irvine, founding partner of Epiphanies LLP, looks at value from the perspective of innovation. He believes that to be more successful requires finding ways of adding more value. i.e. finding ways of better serving the consumer in a way they value. This then is the role of innovation - to help create new opportunities for value.

Innovating Value

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Dominic Irvine, founding partner of Epiphanies LLP, looks at value from the perspective of innovation.

Elsewhere in the magazine, we examine the recent development of Taiwan patent examination practice for computer software related invention, discuss the increasing IP awareness in China, and explore the many tax planning opportunities available in Belgium, along with a number of other current issues, in our long running front end International Sector Panel section. This month our regular Route To features cover Austria, Germany, Greece, India and Japan, with expert commentary from firms specialising in shipping & maritime, corporate governance, life sciences, IP, M&A and capital markets, amongst others.

International Sector Panel

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Corporate INTL examines the latest trends and developments affecting global industries.

Enjoy the issue. Phil Grainger, Editor

Route to Germany Profiles of recommended corporate and business advisers based in Germany.

Others

News & Views Route to Austria Route to Greece Route to Japan

04 34 40 45

Route to India Corporate INTL profiles leading Indian firms and discusses key current events.

reprints & permissions All rights reserved. No part of Corporate INTL may be reproduced or transmitted in any manner or by any means without the prior permission of the publishers.

disclaimer Every effort is made to ensure the accuracy of the contents of Corporate INTL. However the publishers cannot accept responsibility for any errors and subsequent claims made by any third parties. The magazine contains predictions for the future of various companies and sectors. However, no forward statement should be construed as profit forecast.

Editor: Phil Grainger philgrainger@corp-intl.com

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CorporateINTL March 2015 Corporate INTL

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NEWS&VIEWS 26% Jump in ICT Companies Seeking Funds under EIS Scheme to Expand Following Success of Tech Hubs in Incubating Start-Ups

The success of UK tech hubs like Silicon Roundabout in creating a healthy ecosystem of tech companies needing new funding to grow is driving a 26% rise in ICT (Information Communication and Technology) companies seeking to raise funds to fuel their growth through the Enterprise Investment Scheme (EIS), according to Radius Equity, the provider of tax efficient private equity investments. Radius Equity says that the number of ICT businesses looking to raise funds through the Enterprise Investment Scheme (EIS) jumped to 615 this year from 490 in the previous year. The EIS is designed to encourage private investment in small companies through generous tax breaks, explains Radius Equity. Radius Equity adds that companies in the ICT sector accounted for the largest proportion of funds invested under the Seed Enterprise Investment Scheme (SEIS) in the last year, making up 32% of all money raised under SEIS, compared to business services (22%) and restaurants and catering (15%). Gary Robins, Director at Radius Equity, said: “The success of tech hubs all over the country – from London’s Silicon Roundabout, to the Silicon Gorge on the river Avon outside Bristol, and Silicon Fen near Cambridge – means there is a large number of ICT businesses that have started successfully from scratch and which are now seeking new investment to fuel their next phase of growth.” Radius Equity points out that the Enterprise Investment Scheme is perfect for these kinds of businesses, especially in the wake of its expansion in 2012, as more established businesses can now raise greater levels of funding through the scheme. Mr Robins continued: “Well established businesses with proven track records are now able to attract enough funding through the EIS to sustain significant levels of growth, helping to create jobs and boost the economy.” According to Tech City, 27% of all job growth in London comes from the technology and digital sector, with approximately 582,000 people now employed by the technology and digital sector in London, according to Tech City. Radius Equity says that the EIS scheme is highly attractive for investors because those with high income tax bills effectively pay just 70% of the investment whilst benefiting from profits free of capital gains tax. Mr Robins added: “Investors are attracted to the growth potential of IT and technology companies. Not every tech business is going to become a King Digital or Mind Candy, but their strong capital growth potential makes them an ideal investment option as part of a varied portfolio.”

Company Directors Suspected of Wrongdoing in 30% of All Insolvencies Directors in 30% of insolvency cases are referred to the Insolvency Service’s Disqualification Unit for unfit conduct, according to Moore Stephens, the Top 10 accountancy firm. Moore Stephens explains that of the 15,412 business insolvencies that were examined by insolvency practitioners in the last year (12 months to 30 March 30 2014), directors at 4,671 companies were reported for potential misconduct. Moore Stephens points out that there has been a sharp increase in the number of reports of potential wrongdoing that are acted on by the Insolvency Service. The Insolvency Service has started disqualification proceedings against 1,273 directors over the same period, meaning it started proceedings in 27% of the 4,671 cases reported to it for investigation. This is an up from just 21% three years ago when only 1,031 proceedings were started after 5,401 reports were sent to the Insolvency Service. Moore Stephens explains that if there is evidence of poor conduct by directors of an insolvent company, a report is filed to the Insolvency Service which can then take action to have that director disqualified from being a director for up to 15 years. Moore Stephens partner, Mike Finch commented: “These figures show just how frequently insolvency practitioners are finding evidence that points towards serious misconduct by directors. These are cases where there is strong evidence that a company director has broken the rules to the detriment of creditors like lenders, suppliers and HMRC.” Moore Stephens explains that significant budget cuts for the Insolvency Service had led to fears that reports of misconduct by directors were not being acted upon. Mr Finch said: “The Insolvency Service has delivered a substantial improvement in the number of disqualification proceedings against dishonest directors. “It is important that the funding is there to all the Insolvency Service to pursue these cases as disqualifying rogue directors acts as a crucial deterrent and is vital to ensuring a fair deal for creditors in an insolvency. “Having an effective enforcement regime for dishonest directors is in everyone’s interests and is critical to ensuring that honest business owners can compete on a level playing field.”

Germany and UK Boast Largest Numbers of High Growth Companies in Europe Germany and the UK have the largest numbers of fast growing companies in Europe, offering a wealth of job opportunities for international contractors and recruitment firms, according to the latest research by Von Essen, the leading providers of tax advisory services to international contractors. Germany topped the table with 32,352 ‘high growth’ companies that have grown their headcount by more than 10% in the last year, followed by the UK with 22,615. High growth companies are defined as those employing ten or more staff which have increased in size by a tenth or more (measured in employment terms) in the space of one year. However, Von Essen points out that the UK’s high growth companies are on average larger in size, so that the number of staff currently employed in high growth companies is roughly the same across the two countries, despite Germany having a far larger workforce. Last year there were 2.68 million people employed in high growth companies in Germany, and 2.57 million in the UK. The UK has the highest proportion of its workforce employed by high growth companies of any major European economy. In the UK employees of fast-growing businesses accounted 8.1% of the total working age population, in compared to 6.3% in Germany. Von Essen says that more flexible working practices and its focus on high growth sectors have helped the UK punch above its weight. Lydia Marref, partner at Von Essen, commented: “Although Germany, with its famed Mittelstand of medium sized-companies and high quality manufacturing sector, has been a powerhouse of Europe in the last few years, more flexible labour practices in the UK make it easier for businesses to expand faster. “The UK also edges Germany in success in high-growth sectors, such as the IT and technology industries. The UK has also given a green light to shale gas exploration, another source of high skill jobs, whereas Germany has imposed a ban on shale gas exploration expected to last into the next decade.”

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March 2015 Corporate INTL


Professional Standards Body for Asset Based Finance Reports on First Year of Standards Framework The Professional Standards Council (PSC) for the Asset Based Finance Association (ABFA) has reported on the first year of operation of the self regulatory framework for the industry. The ABFA represents the asset based finance industry in the United Kingdom and Republic of Ireland. In 2013 the ABFA established the independent Professional Standards Council to oversee the newly established framework. The framework set out the standards that ABFA Members must meet through the ABFA Code and provides accessible mechanisms independent of the industry which are available where complainants believe that those standards have not been met. The Complaints Process, operated by independent specialist Ombudsman Services, reviews complaints from clients of ABFA Members that have not been resolved by the Member’s internal procedures, with the aim of ensuring both an equitable outcome and upholding the high standards demanded of signatories to the ABFA Code. ABFA Members currently provide £19.3 billion in funding to over 43,000 client businesses in the UK and Ireland. Over the first year of the framework’s operation, 78 complaints were brought to the attention of the ABFA by Members’ clients. These were referred to the Members’ own internal complaints process in the first instance and then, if still unresolved, were eligible for independent investigation by Ombudsman Services. This principle of internal and then external review follows established and standard Ombudsman practice in other sectors. Of these 78 initial complaints, 13 went to Ombudsman Services for investigation and adjudication. The remaining complaints were either resolved by the ABFA Member in question or were not otherwise pursued. Of the 13 complaints that were reviewed by Ombudsman Services, six were upheld (found in favour of the complainant), a further two were partially upheld, and five were rejected. Commenting on the reports, Lucy Armstrong, the independent Chair of the ABFA’s Professional Standards Council, said: “The ABFA and its Members recognise how important it is to provide a clear statement of the standards the industry meets, and independent mechanisms that are available if clients believe those standards have not been met. That is why they took the decision to establish the independent framework and it has been very encouraging for the PSC to see the commitment that Members have to it.”

UK Finance Workers Spend Eight Hours a Month Tied Up in Unnecessary Admin

UK’s Tech Businesses Set to Grow Four Times Faster than GDP in 2015

Invu, the document management solutions provider, has released a revealing snapshot of its research findings into Purchase Order Processing (POP) among UK small and medium enterprises (SMEs). The research, carried out by independent research house Redshift Research, reveals that 50% of finance professionals are unhappy with their current Purchase Ordering process and that 47% of these believed that corrective action was a priority.

Barclays’ Fast Growth Tech survey, which questioned owners and CEOs of UK tech firms, has revealed that many of the industry’s bright lights are feeling confident about delivering a stellar year of growth in 2015.

The study identified a lack of visibility in the purchase requisitioning process that resulted in finance workers spending on average eight hours per month dealing with employees contacting them to ask whether or not a purchase requisition had been approved. Ian Smith, General Manager at Invu, commented: “What is clear from the research is that financial personnel can accomplish a significant increase in efficiencies by automating their Purchase Order Processing systems. Time pressure is a massive concern for SMEs who are primarily focused on business growth. Streamlining the Purchase Order process is one step SMEs can take to help alleviate pressures on finance workers and ensure their time is spent more effectively.” Respondents that reported no fixed requirement to produce purchase orders when purchasing goods or services for the organisation had a 33% time saving compared to those organisations that had a rigid mandatory requirement for following a Purchase Order process. Furthermore, organisations that offered a flexible approach to POP using a combination of email, paper and a Microsoft Office applications, spent 20% less time dealing with Purchase Orders than those organisations that solely used a paper based request. Smith added: “Whilst it is interesting to see variable time savings between segmented groups of respondents in relation to organisational procedures, the overriding conclusion is that time could be saved if employees of SME organisations were engaged with a system and the Purchase Order process was visible end to end.”

The research, independently commissioned by Barclays’ Technology, Media and Telecoms team revealed that on average, businesses surveyed predicted that they will grow by 11% over the course of the year - over four times faster than the UK’s GDP forecast for 2015 (2.6%). The research showed that over half (58%) are expecting their business to grow by up to 10%. Furthermore, 18% are expecting between 10% and 20%, while 9% predicted significant growth of over 20%. Respondents were even more positive about the outlook for 2016, with the average firm expecting 15% growth on 2015, with 16% of firms predicting growth to top 20%. Sean Duffy, managing director and head of Barclays’ Technology, Media and Telecoms team, said: “These remarkable growth predictions reveal the optimism and drive of the UK’s worldleading tech sector. The fact that many firms are expecting further growth in 2016 shows that this trend isn’t transient and the UK is a real launch pad for innovative tech businesses. Investors are seeing the UK as an international talent magnet and a platform to grow or launch their business for a number of compelling reasons, including the culture, light-touch regulation, supportive Government policies and access to finance.” The research quizzed firms which have seen growth in the last year of up to 10%, 10-20% and over 20%. The findings revealed that the fastest growing firms with the lowest turnover of those surveyed (£3-5m) have their own distinct characteristics, which differed to businesses with more modest growth. Four fifths (79%) of all the firms surveyed asserted that strong leadership was at the heart of their growth in 2014. In terms of what was likely to be important for sustaining or accelerating growth over the next 12 months, businesses placed particular emphasis on marketing and advertising, in addition to the strong leadership that has helped them achieve success to date. 73% also agreed that developing and protecting their IP was critical to the success of the business. When considering the challenges facing the business in 2015, increased competition (29%) and the ability to attract and retain talent (25%) were the most pressing concerns for business chiefs. Another key difference distinguishing small, fast growing businesses from their standard growth peers is their heightened focus on reviewing their tax positions for growth – 62% agreed this was important, versus 31%. This could reflect their level of awareness and appetite for attractive Government tax benefit schemes, such as Patent Box. Nearly half (46%) of all the tech businesses surveyed stated that the Government provides sufficient support in enabling them to grow, this increased to 55% for small, fast growth firms. When asked about the financial challenges the business would face in 2015%, increased costs (21%) and managing cashflow (19%) were the biggest concerns for respondents overall.

March 2015 Corporate INTL

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INNOVATING VALUE Value is an oft used word in business. We need to create ‘value’. But rarely do we take the time and ask ourselves,

The challenge Value is what the consumer experiences that encourages them to spend.

what do we actually mean by value? From a business

Value can only exist because you make something that someone else

perspective the value that matters is that which the

wants - one cannot exist without the other. In a commodity market where

consumer deems valuable. In this article I’m looking at

everyone pretty much operates in the same way, the value created is pretty

value from the perspective of innovation.

Servicing value Think of something you use that you really value; think about those things you really like using. For me, it’s my Nespresso machine. It’s not that I couldn’t make coffee without it, it’s just that the experience of using it works well for me. I enjoy using it and I love the coffee it makes. I’d survive without it, but I’d miss it. As a consumer I place a great deal of value on the Nespresso machine. What would be the equivalent object for you? I took this idea from a blog

much the same as everyone else. To be more successful requires finding ways of adding more value. i.e. finding ways of better serving the consumer in a way they value. This then is the role of innovation. To help create new opportunities for value.

Adding value We can add more value by opening up new markets - finding people who don’t use our products today. We could create more value by: • Delivering more for the same price • Lowering the price and delivering the same value as previously • Delivering more for a lower price

written by Gideon Rosenblatt a couple of years ago. His point was that: “All products of real value are embedded with specific ways of serving customers. Through that service value is created. That which serves creates value.”

You can change your price as much as you want. If the value remains constant, what will change is not the value but the preparedness to pay the price asked for that value.

In other words, if we want to understand consumer value we need to understand what the consumer values and this in turn means understanding

We could, according to Seth Kahan, provide better value by increasing

what it is your product enables for the consumer. Nespresso machines are a

the quality of the value we provide. For example we might create a social

great example of a company broadening their perspective from innovating the

medical platform with useful recipes and suggestions for how else we might

product, in this case coffee, to how the product can provide a better service

consume our juice or dairy product. We could increase the intensity of the

for the consumer, as in the development of the Nespresso capsule system.

value provided. For example, using FSC board in packaging to provide value on a number of different levels.

Blurred lines We get hung up on price points, caps, packaging materials and the like and

We can also look at the stage at which we add value. There is the perceived value that exists before the consumer purchases the product as

forget that what matters is the service our product provides for the consumer.

well as the actual value experienced. To illustrate this, Angelo Biasi talked

Value is how the tangible product provides a service. Think about the beautiful

about the ‘Egg McMuffin’ and the way in which the advertising had shifted

Alps. In essence, they are just a physical product. Rock, rivers, mountains,

to presenting the Egg McMuffin as a premium product and therefore shifted

roads in an aesthetically stunning combination. It’s the way we consume the

expectations over the value of the product. I’ll leave it to you to decide if

experience of being in the Alps that creates the value. Whether that be walking

you consider it to be a premium product. However, the point remains valid

in the mountains, biking over the passes or skiing down the slopes.

in that we can add value by increasing perceived value.

It’s the service experience that is what we value. Whether it’s mountains and lakes, or cartons of milk and juice, the principles are the same. Product service / service product - take your pick. One is inextricably part of the other.

Queuing for value

Value is perception Consumer perceptions of value do not always match up with true cost. For example, bundling goods can change the perception of value. Research into the automotive sector has shown that when optional extras are bundled together consumers perceive a greater value. In an interesting report, John

If you want to understand the power of value, look no further than the

Leech of KPMG explained how different pricing strategies are employed for

launch of a new Apple product and the consumers prepared to stand in

different demographics: “For example, in-car connectivity is essential to the

line for hours to wait to buy something whose functional competence is

young demographic, not for the average Toyota or Hyundai customer. The

probably no greater than other equivalents. However the promise of value

latter prioritise safety and general reliability over built-in satellite navigation

associated with the product drives quite extraordinary scenes of behaviour.

systems. So identical optional extras are priced differently according to

In the case of Apple products, brand really is price plus perceived value.

each model’s market segments.”

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March 2015 Corporate INTL


“Whatever your approach, innovation needs a clear focus.”

The valuable insight The message is clear. Businesses that don’t create value don’t survive. Value is about service. Innovating value allows us to find new and different ways of creating something more appealing to consumers. When products continue to evolve to better meet the consumer’s perception of value so the value to the business will increase.

Trending towards value Ask any good expert on Social Media what’s the purpose and the

The challenge is translating these global trends into value as perceived by the consumer. For example, ‘Fairphone’ make a mobile phone where the materials used are from ethical sources, i.e. minerals from conflict free zones. The phone matches the global trends and its very existence is testament to the way values are changing, but Fairphone does not have people sleeping on the streets at midnight waiting to buy their next product. The value of sustainability is not as great as the perceived value an iPhone delivers.

Tuning in We need to listen to our consumers through social media and other

initial response is always likely to be to listen. If we want to add value for

tools to see how they are responding to the mega trends and then using

consumers it helps if we are paying attention to what they are saying. Social

innovation tools and techniques devise ways of adding value as perceived

media, like no other tool before provides us with a rich stream of insight.

by the consumer. The broader minded amongst you will do this from the perspective of seeing your product in terms of the service it provides and be

Big data can help with innovation because we can spot trends otherwise not visible. e.g. analysis of Facebook shows people are more likely to split up on Christmas Day and Easter than at any other time of the year. We know this because of analysing all the comments for words such as ‘breakup’ ‘divorce’ etc. The trouble is people are developing a blind obsession with big data that it is the solution to all our problems. However, some excellent analysis done by people like Gary Hamel (the strategy guru) and others is showing that we have a long way to go before we can really extract full value from Big Data because we do not yet understand enough how all the variables interplay. This is not new. There was a classic example decades ago (1936) in the States when they polled ‘Literary Digest’ readers by phone on the outcome of a Presidential

open to both product and product related innovations to find that value. The pragmatic amongst you will recognise that the most successful innovative companies are not afraid of experimenting, getting it wrong, learning the lessons, building on these to create the next innovation (as Google have just done with their project Google Wave and Google Glass). The wise amongst you will recognise you can’t go it alone. The future is about creating networks with other companies to innovate together to create value, recognising that the leverage of several companies working together can be so much more powerful than going it alone. The challenge is of course working out how each partner gets value, but the opportunities it affords are worth the effort. The most successful of you will be actively listening into the consumer,

election. They predicted Landon would win by a landslide. But Roosevelt

paying attention to the mega trends, examining big data and using this

won. The problem turned out to be that to have a phone you needed to be

information as the basis for innovating across the value chain to identify

wealthy and middle class and therefore you were likely to vote for Landon.

value for both your business and for the consumer. You will not be afraid

Thus the sample whilst huge (2 million people) was massively skewed.

to partner with others and experiment with new ideas knowing that even if they don’t work, the lessons will improve the chances of the next idea. Your

In the same way, Google used evidence from searches to predict the flu

restless and relentless curiosity will feed a constant hunger for providing

epidemic. The ‘worried well’ beavered away researching flu and skewed

consumers with the experience that, when asked what product they

the results. Incidentally, George Gallup correctly predicted from a random

couldn’t live without, will have yours at the top of the list.

sample of 50,000 people the Literary Digest would get it wrong. He predicted a landslide for Roosevelt. This did a lot to help Gallup on his way.

Whatever your approach, innovation needs a clear focus.

Macro trends Big data can in part provide us with useful insights. So too can other sources of information. The big macro trends of an emerging middle class and the consequent changes in diet. The demographic profiles of markets tell of what the future likely demands will be. A growing concern with health and wellbeing is influencing how value is perceived as is corporate and social responsibility. Sustainability and traceability are becoming hygiene factors in food production. In other words, you won’t get past first base without these things.

Epiphanies LLP Dominic Irvine Founding Partner Tel: +44 (0) 1943 430164 the.team@epiphaniesllp www.epiphaniesllp.com March 2015 Corporate INTL

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Sector Panel

Banking and Finance Developments in Ukraine Law Offices “Alekseev, Boyarchukov and Partners” continuously acts as a legal advisor in the sphere of banking and finance. The firm has one of the most highly trained and successful teams in Ukraine in this sphere. The firm’s lawyers provide services to foreign and Ukrainian companies both in complex projects as well as related to company’s day-to-day operations. Sergey Boyarchukov, managing partner, stated that the firm is a leader in the legal services market due to its successful representation of creditors’ interests in debt restructuring projects, in favour of large Ukrainian and European banks. “The company has a proven experience of creditor bank discharge by means of debtor’s assets,” he commented. “Our lawyers also successfully represent debtors’ interests and have perfect experience of development of effective approaches to debt restructuring and restoration of debtor’s solvency by control over the bankruptcy proceedings.” According to Mr Boyarchukov, there are a number of factors currently having a positive impact on foreign investment to Ukraine. Firstly, while there was previously a tendency of capital outflow from developing countries (including Ukraine), the reverse can now be observed. Secondly, the government is making every effort to attract foreign direct investment to Ukraine.

“Ukrainian banks had to leave Crimea and limit their operations in Donetsk and Luhansk regions,” he explained. “In addition, recent events have increased panic tendencies on the market, which affect the general economic situation and currency exchange market in a highly negative manner. “Crisis has revealed one of the old problems of Ukraine’s bank system – institutions with nonmarket business model operating on the market with high risks. A lot of these banks are declared insolvent now and are being excluded from the market.” Mr Boyarchukov anticipates a tough year ahead for the economy as a whole and banks in particular. He expects that Ukrainian banks will be focused on reducing their expenses, dealing with problematic debtors and having uneasy talks with their stockholders. “Given the existing situation Ukrainian business is looking forward to the state’s constructive decisions regarding fiscal and other types of stock market regulations, especially in the fields of debt sale and purchase, mortgage sale taxation, and approach to debt amortisation,” he concluded.

“Some of their methods include introducing amendments to fiscal legislation, stating their determination to fight corruption and conducting direct negotiations with potential foreign investors,” he elaborated. He also highlighted the conclusion of the Association Agreement with the EU, the introduction of quotas for free exports to the EU countries, the multilateral integration of Ukraine into the European economic environment and enhanced international cooperation. However, Mr Boyarchukov noted that Ukraine’s economy saw the withdrawal of funds from banks and a decrease in the quality of credit portfolios due to the events of the last 12 months. Besides having a negative impact on finances and customer behaviour, devaluation affects bank institutions’ balances gravely.

Law Offices “Alekseev, Boyarchukov and Partners” Sergey Boyarchukov Managing Partner Tel: +380442358877 office@abp.kiev.ua www.abp.kiev.ua

Appellate Law Expertise in Texas Roger D. Townsend is a partner in the Houston office of Alexander Dubose Jefferson & Townsend LLP. With offices in Austin, Dallas, and Houston, the firm concentrates its practice on handling civil appeals, developing litigation strategy, managing litigation, and briefing legal issues in complex cases throughout the world. During 2013, Mr Townsend served as President of the by-invitation-only American Academy of Appellate Lawyers. Mr Townsend also is a past Chair of the Appellate Practice Section of the State Bar of Texas. He has practiced civil appellate law for 35 years, handling a wide variety of matters. He has particular experience in the so-called “monster appeal,” involving a lengthy trial record and a judgment for hundreds of millions (and occasionally billions) of dollars in both commercial and tort settings. Mr Townsend is also a prolific author and speaker on many legal topics. For instance, Mr Townsend was selected to serve as Editor-inChief for the Texas Appellate Practice Manual (State Bar of Texas 1993), following which he was awarded a Certificate of Merit by the State Bar of Texas for his “outstanding contribution to the legal profession of Texas.” More recently he was chosen to serve as National Editor for the treatise Superseding and Staying Judgments: A National Compendium (ABA TIPS 2007). He also has authored book chapters in A Defense Lawyer’s Guide to Appellate Practice (DRI 2004) and Appellate Practice in Federal and State Courts (Law Journal Press 2011). He was selected by the State Bar of Texas to participate as an advocate in a mock-argument program entitled, “Oral Argument by the Masters.”

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March 2015 Corporate INTL

Mr Townsend has been continuously listed in The Best Lawyers in America. During 2012, he was named “Houston Appellate Lawyer of the Year.” He has held leadership positions in the Council of Appellate Lawyers of the Appellate Judges Conference in the Judicial Division of the American Bar Association and in the Appellate Advocacy Committee of the Tort Trial and Insurance Practice Section of the American Bar Association. He also is a member of the Appellate Practice Committee of the Litigation Section of the American Bar Association, the Bar Association of the Fifth Federal Circuit, the Appellate Practice Section of the State Bar of Texas, and the Appellate Practice Section of the Houston Bar Association. Mr Townsend is a Life Fellow of the American, Texas, and Houston Bar Associations. He is licensed to practice law before all Texas state courts, as well as the United States Supreme Court and the United States Courts of Appeals for the Second, Fourth, Fifth, Ninth, and Eleventh Circuits. He has been board certified in civil appellate law by the Texas Board of Legal Specialization since its inception in 1987. Mr Townsend holds a J.D. degree from the Harvard Law School.

Alexander Dubose Jefferson & Townsend LLP Roger D. Townsend Partner Tel: +1 713-523-2358 Fax: +1 713-522-4553 rtownsend@adjtlaw.com www.adjtlaw.com


Sector Panel

Labour and Employment Law Specialists in Colombia Álvarez, Escandón & Liévano – Abogados (Aesca S.A.) is a boutique law firm that for the past 40 years has worked exclusively in the fields of employment law, labour law and social security, giving companies integral advice in preventive consultancy, restructuring processes, voluntary retirement plans, collective bargaining, attention of legal proceedings before ordinary judges and administrative judges, and in general, in the management of human resources at the employment and labour levels in both the public and private sector. The firm is highly recognised due to its

Labour and Employment (M&A Transactions):

professionalism, precision and opportunity in the

Due to the growth of this kind of transaction,

response to its clients, and has earned strong praise

Aesca has had to advise its clients in the labour

from clients for its wealth of experience and attention

and employment aspects, obtaining very positive

to detail.

results. The firm provides advice in the process of

Main areas of practice: Employment Relations: The firm advises a large

renegotiating working conditions of new employees to avoid differences that could lead to judicial suits alleging inequality, in the elaboration and

number of companies in day-to-day employment

subscription of successorship clauses, and in the

matters, such as wages and hours, disciplinary

proceedings before the Ministry of Labour in order

procedures, hiring and termination of contracts,

to obtain permission for mass layoff, if needed.

indemnities, employment policies procedures, handbooks, discrimination and harassment. The firm’s experience has led it to become a valuable tool for its clients.

Litigation: This is also one of the most renowned practice areas of the firm. Aesca’s prestige is due

Carlos Álvarez Pereira Founding partner graduated from the Pontificia Universidad Javeriana (Bogota, Colombia) specialising in Labour, Employment and Social Security Law, with a specialisation in Evidence Law and Cassation from the Institute of Juridical Studies.

not only to its excellent group of highly skilled

Active member of the Ibero

litigants, all of whom are trained and prepared

American Association of Labour

by the firm, but also for litigating country wide,

Law and Social Security, business

its history, Aesca S.A. has advised its clients in

providing assistance to clients wherever it is needed.

consultant since 1964, and frequent

alternative dispute resolution mechanism resolving

The firm litigates both in the labour ordinary and

lecturer at numerous national and

conflicts in a less expensive and time-consuming

administrative jurisdictions.

international forums. Labour Law and

Alternative Dispute Resolution: Throughout

process, achieving the satisfaction of the parties. The firm is characterised by analysing with detail each situation that is presented before it to determine under what circumstances it is appropriate to seek an agreement through this way, and by drafting legally solid agreements that allows bringing differences to a final end. Labour Management Relations: This is one of the most traditional practice areas of the firm. Aesca S.A. has an excellent team of lawyers with deep expertise in this field of law. The firm has handled critical labour situations of different companies and has been able to cope with the new alternatives that unions have found to exercise rights of association. The firm has advised national and multinational companies of different industries, including without limiting oil and gas, food, banking, mining, and energy companies, among others, and has dealt with the largest and most important unions of the country, exceeding the clients’ expectations on a number of occasions. Aesca S.A. masters strategies and tactics that have led to excellent management of labour conflicts. Proceedings before the Colombian

Social Security: Aesca provides legal advice in the three complex regimes of the Colombian social security system, pension, healthcare and professional information in these matters.

Manufacturers (Asociación Nacional de Industriales – ANDI), member

Immigration: The firm provides legal advice in

Colombian Association of Industrial

process of obtaining working visas, working permits,

and Personnel Relations (Asociación

residence and the validation and homologation of

Colombiana de Relaciones

professional credentials in Colombia.

Industriales y de Personal – ACRIP),

International Work: Currently the firm advises one of the largest mining companies in South America in Chile, Antofagasta, in labour management relation aspects. In addition, it

and active member of the Labour Lawyers Association (Colegio de Abogados Laboralistas). Twice selected as Chairman of the

provides advice to two Canadian energy companies

Employment Lawyers Association,

in employment matters related to its subsidiaries

Associate Judge of the Supreme Court

in Colombia.

of Justice, Director of the Labour Law Department and Director of

Languages: English and Spanish. Clients: The firm has clients in different sectors of the national and international economy, in

the Labour Law specialisation at the Pontificia Universidad Javeriana Law School.

industries such as banking, mining, oil and gas, food and massive consumption products, education, pharmaceutical and transportation industry,

requirements and proceedings. In addition, the

among others.

reinforced protection.

of the Legal Committee of the

immigration aspects, accompanying clients in the

represented clients before the Ministry of Labour’s

and management of contracts of employees with

Member of the Labour Committee of the National Association of

health, communications, automotive, technology,

the company’s decisions such as massive layoffs,

Universidad Javeriana Law School.

risks, offering its clients precise and detailed

Ministry of Labour: Aesca S.A. has successfully

firm has undertaken authorisations to undergo

Labour Law Procedure professor at the

Álvarez, Escandón & Liévano – Abogados Carlos Álvarez Pereira Partner Tel: +57 (1) 236 2411 calvarezp@aesca.net www.aesca.net

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Sector Panel

A Civil Law Expert, Altas Attorney Partnership Altas Attorney Partnership is a long-established law firm that provides legal advice and litigation services to Turkey’s leading companies in their sectors, multinational corporations, business associations, individuals and public authorities in the widest variety of law matters. The foundation was laid in 1997 and since then combines the highest global standards with local expertise.

Again, the expertise of Prof. Altas regarding domestic or foreign, natural or legal persons comes to the forefront in providing services such as all kinds of administrative and judicial applications, tendering and pursuing tender processes, making comprehensive legal risk assessments and prepares contracts in the fields of telecommunications law, zoning law, privatisation law and mining law.

Altas Attorney Partnership’s founding managing partner Prof. Dr Hüseyin Altas, currently a member of the Civil Law Department at Ankara University Faculty of Law, is a well-known lecturer and a successful academician in the field of civil law in Turkey. Hence, his books published in the fields of contract law, law of obligations and torts, telecommunications law, law on succession and lease law, as well as his nearly 100 published articles in domestic and foreign journals, are qualitatively confirming this.

With legal specialising and giving an importance to development, leading lawyers from different backgrounds come together as one firm, offering unrivalled depth of legal resources across the key markets. Altas Attorney Partnership provides 60 leading lawyers holding outstanding and advanced degrees from the top universities in this country, specialised in specific branches of law in the Turkish, English and German languages. Within this scope, innovations in necessary legal regulations and scientific works that are necessary for jurisprudence and all developments in this area are closely monitored. The firm also advises clients on a day-to-day basis in a wide range of business transactions.

Due to the fact that Prof. Altas is Turkey’s youngest and most successful civil law professor, Altas Attorney Partnership operates primarily in the civil law sphere. In this context, Altas Attorney Partnership is one of the leading solution partners of developed and developing sectors and has an in-depth knowledge in the fields of law of obligations, contract law, lease law, zoning and construction law, family law, intellectual property law and company law. In addition to significant civil law expertise, the firm has considerable expertise in energy law, procurement law, mining law, administrative law, and is well equipped to represent clients before Courts, both on the merits of a case and for injunctive relief.

This dynamic structure, as well as being successful in their services and making their clients feel safe, whether in court or in arbitration proceedings, Altas Attorney Partnership brings success and power into the forefront.

Altas Attorney Partnership At the same time, in recent years, a respectable development shows that law firms such as Altas Attorney Partnership working in interdisciplinary areas, are environment friendly and effectively solving when it comes to natural resources and energy topics in the field of energy law and supports public and private sector policies and thereby contributes to the development of this branch of law.

Prof. Dr Hüseyin Altas Founding Managing Partner Tel: +90 312 439 06 06 huseyin.altas@altasavukatlikankara.com.tr www.altasavukatlikankara.com.tr

IP Expertise in Venezuela Bolet & Terrero (B&T) is one of the oldest law firms in Venezuela and has been dedicated to IP-related activities since 1915. The firm is proud to celebrate its 100th anniversary this year. Since its formation, the firm has handled the registration and processing of clients’ patents, trademarks, copyright and domain names in Venezuela, including counselling, prosecution, portfolio management, licensing, arbitration, litigation, unfair competition and anti-counterfeiting. “Over the years it has been recognised in international rankings as the number one Venezuelan IP firm and has earned recognition for its efficiency and loyalty to its clients,” said Manuel Polanco, managing partner. “What distinguishes us from other firms is our centennial observance of strict ethic norms in the service we render.” Mr Polanco has worked in the IP area for more than 20 years, always at B&T. During this time, he has been Venezuela’s National Delegate in the Latin-American IP Association (ASIPI); member of the Board of Directors of the Venezuelan Association of IP Agents (COVAPI); and recently he was designated Judge in the Ethics Court of ASPIPI for the period 2014-2015. Mr Polanco explained that a very old law relating to IP came in to force in Venezuela after the country left the Andean Community of Nations in 2006, which he believes needs to be updated soon. “We have tried to put pressure to promote the promulgation of the new IP law and we have hopes that in a short term we can have a more modern legal regulation” he commented. “However, we are party to some international treaties (Paris Convention, TRIPPS, etc.) and to MERCOSUR that allow a better defence of PI rights.” 10

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B&T’s litigation and anti-counterfeiting department is dedicated to advising clients in civil and criminal IP litigation. It represents them before the courts in order to preserve their rights or diminish the impact of lawsuits. It also offers other services in judicial matters (e.g. judicial notifications, inspections and other procedures requiring judicial actions). “This department has vast experience in the design and execution of anti-counterfeiting actions against trademarks, brands or illegal reproductions,” added Mr Polanco. “We also provide commercial investigation services and counterfeiting reports.” Mr Polanco noted that crimes against IP rights have increased in Venezuela. B&T has hired several investigation services that allow the firm to inform its clients of possible violations of their rights in order to rapidly and suitably correct these situations. “In Venezuela, there are great business and investment opportunities that make IP every day more necessary and relevant. We are attentive to this growth in order to go hand in hand with our clients in the development of their inventions, products or services, making our best efforts to serve them with greatest efficiency and under strict ethical norms,” concluded Mr Polanco. Bolet & Terrero Manuel Polanco Managing Partner Tel: +58 (212) 283 9444 mpolanco@bolyter.com www.bolyter.com


Sector Panel

A Modern and Dynamic African Law Firm Cabinet ISIS is the brain child of barristers Christian Dudieu Djomga and Judith Samantha Tchimmoe Fezeu who were driven by the desire to create in Africa a modern and dynamic law firm that responds closely to the needs of its clients.

Cabinet ISIS offers an extended range of trade mark services to its clients. The firm’s expertise ranges from procedural aspects such as registering, renewing and cancelling trade marks, to more contentious aspects such as trade mark opposition proceedings.

“Guided by this, Cabinet ISIS is always on hand to do your bidding and offers customised assistance, expedited by seasoned lawyers who specialise in all aspects of business life through Africa,” said Mr Djomga.

“Our extensive knowledge of trade marks allows us to offer our clients the solutions that are best suited to their needs,” commented Mr Djomga.

“Cabinet ISIS will help and accompany you at each stage of your business, at creation as well as during its day-to-day activities. It will help you secure upstream all your contracts, trade negotiations and partnership agreements.” The firm’s lawyers are specialised in intellectual property matters and in corporate and commercial law. “Therefore, as business is often the source of disputes, Cabinet ISIS will be your technical and strategic partner during any litigation before the law courts and arbitration bodies,” added Mr Djomga. In addition to Cabinet ISIS’ two Cameroon-based offices (Yaounde and Douala) for OAPI-African Union filings (Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Comoros (from May 25, 2013), Republic of Congo, Equatorial Guinea, Guinea, Guinea Bissau, Gabon, Ivory Coast, Mali, Mauritania, Niger, Senegal, Togo), the firm also has offices and agents in the following African countries: Angola; Botswana; Burundi; Cape Verde; Democratic Republic of Congo; Djibouti; Eritrea; Ethiopia; Gambia; Ghana; Djibouti; Lesotho; Liberia; Kenya; Madagascar; Malawi; Mauritius; Mozambique; Namibia; Nigeria; Rwanda; Sao Tome & Principe; Seychelles; Sierra Leone; Somalia; South Africa; Sudan; South Sudan; Swaziland; Tanzania; Uganda; Zambia; Zanzibar; Zimbabwe.

The firm also offers an extended range of patent services to its clients. Its expertise includes procedural aspects such as registering and renewing. Mr Djomga explained that intellectual property litigation spans a wide range of areas such as infringement of trade marks, patent prosecution and infringement, counterfeiting, unlawful competition, passing-off, and so forth. “The professional staff at Cabinet ISIS have a wealth of experience and expertise enabling us to assist clients with a full spectrum of services pertaining to IP litigation. “Cabinet ISIS conducts all intellectual property litigation on behalf of clients including all patent, trade mark and copyright litigation, anti-counterfeit litigation, litigation relating to intellectual property licences, unlawful competition and passing-off,” he concluded. Cabinet ISIS Christian Dudieu Djomga Attorney at Law, Patent & Trademark Attorney, IP Lawyer Tel: +237 242 00 49 01 cdjomga@cabinetisis.com www.cabinetisis.com

Barbados’ Compliance with the Cariforum-EU Economic Partnership Agreement Clarke Gittens Farmer, the largest law firm in Barbados, serves local and international clients in the areas of corporate, commercial and property law, and is one of the very few local firms specialising in intellectual property law. Partner Rosalind Smith Millar heads the IP department and is a member of the national advisory committee on intellectual property.

Best endeavour provisions include accession to the Madrid Agreement Concerning the International Registration of Marks, revised Trademark Law Treaty, Hague Agreement for the International Registration of Industrial Designs and Patent Law Treaty; and consideration whether to accede to the International Convention for the Protection of New Varieties of Plants – UPOV 1991.

On 15 October 2008, the Caribbean Community and the Dominican Republic (CARIFORUM) and the European Community and its Member States (EU) signed an economic partnership agreement at Bridgetown, Barbados.

Barbados had already complied with some of the obligations (not mentioned in this brief article), and continues to work towards compliance on its outstanding obligations:

Building on existing agreements – the Revised Treaty of Chaguaramas (the CARICOM Treaty); the CARIFORUM Free Trade Area Agreement; the Treaty establishing the European Community; the Cotonou Agreements of the African, Caribbean and Pacific Group of States and the European Community; the United Nations Millennium Development Goals; the CARICOM Development Vision and the WTO Agreement - the overarching goal of this new broad-based trade agreement was to create a new and more favourable climate for trade and investments, and dynamic opportunities for growth and development.

i. The Economic Partnership Agreement (Agreement between the Caribbean Community, the Dominican Republic and the European Community and its Member States) Act, 2014-11 came into force effective 1 January 2009, to give the EPA the force of law in Barbados.

The EPA seeks to reduce poverty through sustainable development; promote regional integration, economic cooperation and good governance through an effective regulatory framework; integrate the CARIFORUM economies into the world economy; improve capacity in trade policy and trade related issues; increase investment, private sector initiative, competitiveness and economic growth in CARIFORUM; and strengthen existing relations. The parties recognised that “fostering innovation improves competitiveness”, that the protection and enforcement of intellectual property plays a key role in doing so, and expressed their determination to ensure increasing levels of IP protection appropriate to their levels of development. Mandatory IP provisions include compliance with the WIPO Copyright Treaty and Performances and Phonograms Treaty; accession to the Budapest Micro-organisms Treaty; providing a publicly available electronic trademarks database; accepting the 2005 Doha Protocol on public health; implementation of the provisions of the Convention on Biological Diversity.

ii. The government’s standing advisory committee on intellectual property has been advising on the effects of implementing the various provisions, and on consequential legislative amendments. iii. Negotiations are on-going for access to physical facilities such as a suitable depository for micro-organisms. iv. A limited electronic trademarks database is publicly available. As a small island state with limited resources, compliance with the EPA requirements will take time. The EU has exhibited both patience and generosity in this process. Existing systems must be up-dated before moving forward to legislative and logistical changes.

Clarke Gittens Farmer Rosalind Smith Millar Partner Tel: +1 246 436-6287 rsm@clarkes.com.bb www.clarkes.com.bb March 2015 Corporate INTL

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Sector Panel

Tax and Accountancy Experts in Belgium Comptafid Benelux NV is a Belgian company established in Brussels since 1978 and Antwerp since 1995. The company is mainly active in accountancy and tax advice (national and international).

“ With its international experience, Comptafid Benelux NV emphasises the knowledge of languages and is sensitive to different legal cultures.”

Additionally to its own services, Comptafid Benelux guides its clients to the different specialists on the Belgian market such as notary firms, law firms, insurance brokers, real estate and financial specialists, marketing and publicity firms, etc. Comptafid Benelux NV services Belgian clients and, at the same time, focuses on foreign clients for their Belgian as well as international transactions. Located in the capital of Europe, Comptafid Benelux NV is committed to produce high quality work on a personal basis, delivered and aimed at practical solutions.

The team conducts the financial planning and control, financial management accountancy such as cost/profit analyses, cost-price product and decision techniques.

Since 1985 Comptafid Benelux NV extended its activities to Switzerland. In 1996 a new company was created and named Comptafid (Schweiz) Ag together with the takeover of a bookkeeping office specialised in domicile companies. A full range of accountancy, financial planning, corporate trust and legal services are also available. Its clients range from listed multinationals to sole traders.

It deals with financial analyses on holding structures and takeovers, restructure, etc.

To increase the service to its clients, Comptafid Benelux NV is part of a European Network of independent consultants named T.T.N. (Transnational Taxation Network), having both legal and accountancy professionals.

Comptafid Benelux NV ‘s partners dispose of the several legal authorisations to fulfil these requirements.

Mergers and acquisitions work is coordinated by the corporate and tax team, in collaboration with other teams for specific issues. The services of tax advice and litigation concern international and domestic aspects of company tax, income tax and VAT. The company represents different foreign clients as legal tax representative to the different Belgian tax authorities. Bookkeeping and Audit

March 2015 Corporate INTL

Financial

Transparent hourly billing and low overheads lead to a competitive pricing, which the client finds reflected by a specific overview of services provided and costs incurred.

The corporate and tax team handles corporate matters such as the incorporation of companies, the set-up of subsidiaries or branches of Belgian and foreign companies, the drafting of shareholders’ agreements, the transfer of shares and the overall governance of corporate structures.

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In this field, Comptafid Benelux SA has all the required skills at its disposal operations according to legal standards as well as the company’s internal standards. This team analyses the financial aspects of the company, organises the guidelines and helps the general management in its financial development. Files are prepared for leasing, rent, loan, introduction to banks or other financial institutes. Therefore, financial structures and analyses are provided.

Corporate and tax

Yves Lecot General Manager Tel: +32 2412 0332 yves.lecot@comptafid.be www.comptafid.be

Within our economy, the importance of group activities grows continuously. Only the consolidation of individual accounts of those companies that make up the group will allow the discovery of creditworthiness, liquidity, and profitability for the whole group. This is the reason why the legislator imposed the drafting of consolidated annual accounts.

With its international experience, Comptafid Benelux NV emphasises the knowledge of languages and is sensitive to different legal cultures. Languages such as English, French, Dutch and German are commonly spoken in the company.

The common denominator is an expertise in taxation and a wish to provide a personal service.

Comptafid Benelux NV

Consolidation

The bookkeeping team handles the bookkeeping for companies and individuals on its own computer system or on the computer system of the client. The team handles interim reporting in several languages, arranged in accordance with Belgian or other country-specific requirements. Annual balance sheets are provided and published within legal Belgian law obligations. The audit team handles all audit missions in Belgium for Belgian clients as well as foreign clients for Belgian purposes.

Special missions Based on Belgian law, special accountancy missions must be provided for companies, such as reporting on assets and liabilities in case of liquidation of the company.

Commercial transactions The commercial law team with national and international business transactions such as distribution, agency, licensing, franchising, sale and purchase, transport, real estate and construction. Insurance law, competition law and insolvency law are also part of the commercial practice. Intellectual Property In matters concerning the protection of creation and creativity (copyright, trademarks, patents, models and designs, fair trade practices), the Intellectual Property practice group gives advice, consults in negotiations and enforces the interests of clients. The team handles the protection and licensing of technology, computer software, multimedia and the new challenges of the Internet. Major clients also include companies in the world of media, entertainment, sports, television, motion pictures, the music industry, design and advertising. Social Comptafid Benelux NV has setup a partnership with different social entities in order to get a precise salary calculation and to be able to answer to all social matters. Litigation The litigation team works closely with the other teams. Its work also includes recovery of debts, interim measures, injunctions, seizure procedures and measures against counterfeiting. Special attention is given by the external law firm to international aspects such as competence of courts and execution of judgements.


Sector Panel

Attacks on Non-Traditional IP It is fairly common ground that we are in the middle of the information age and that more patent applications are being filed by parties seeking protection for computer based inventions. The economies of major countries are decreasing the focus on manufacturing as the basis for economic growth to alternative offerings including the financial, services and information sectors. With the ongoing changes in the patent systems around the world making it arguably more difficult to obtain patent protection for inventions in these areas, the question then becomes: is the mechanism for protection of valuable IP changing away from registered rights such as patents? Whilst there will always be a place for patents and the protection that they offer for new products and methods, companies today are at risk from many more sources than just a competitor who seeks to copy a product or process which can be patented. Nowadays, due to the increasing dependencies of modern society on information and computers networks, a company is more likely to be attacked for its data or systems than anything else. Security of data is rapidly becoming of primary importance to companies seeking to defend themselves against penetration (outsiders getting access to secure information) or compromise (outsiders corrupting secure information) of information networks. The Committee on National Security Systems (CNSS) is a United States intergovernmental organisation that sets policy for the security of the US security systems. CNSS Instruction No. 4009 defines a cyber attack as: “An attack, via cyberspace, targeting an enterprise’s use of cyberspace for the purpose of disrupting, disabling, destroying, or maliciously controlling a computing environment/infrastructure; or destroying the integrity of the data or stealing controlled information.”

Companies need to be aware that although patents can be used to protect many of their valuable IP assets, this protection is limited where it is obtainable, and is not available for all valuable IP. There are instances where valuable IP is simply not protectable using patents. In these instances, companies rely on the integrity of their data networks to safeguard against attacks and the most prevalent attack is the cyberattack. Therefore, companies should be investigating the security surrounding their electronic security. Not only should their data storage hardware be provided with increased protection, but steps should be put in place as to how to deal with a malicious attack once recognised. It is often said nowadays that there are only two types of companies, those who know they have been hacked and those that don’t. Companies that have not been hacked are not included because there is a presumption that it has occurred. An ounce of prevention is better than a pound of cure but sometimes there is no cure. Both stronger safeguards and a considered response strategy are essential for protection of valuable data assets, especially where patent protection is either inadequate to truly protect the asset or is not available.

Cullens Patent and Trade Mark Attorneys Regan Gourley Partner Tel: +61 7 3011 5555 r.gourley@cullens.com.au www.cullens.com.au

Overcoming Cited Trade Marks An examination report has been issued by IP Australia on a trade mark application filed by your client. The main objection relates to the existence of an earlier trade mark registration for a similar mark that has a broad range of goods that overlaps with the specific goods included in your client’s trade mark application. Although such an objection has the potential to completely derail your client’s trade mark application in Australia (and also adversely impact on your client’s ability to use the trade mark without infringing the earlier registration), there are a number of actions that may be available under Australian practice to overcome such objections. These include: a) letter of consent If your client is able to obtain a letter of consent from the owner of the earlier registration to use and register its trade mark in respect of the goods specified in the application, the Registrar will take note of this and withdraw the objection upon lodgement of the letter of consent. Importantly, the letter of consent will also mean your client need not fear an infringement action been instituted by the owner of the earlier trade mark. b) evidence of use If your client has used its trade mark for a period of time, evidence of that use can be filed at IP Australia. The evidence should be in the form of a declaration outlining the history of use of the trade mark, the reasons why the trade mark was initially adopted, the goods upon which the trade mark has been used and financial figures relating to revenues obtained through sales of goods under the trade mark and money expended on advertising and promotion. If evidence of use is available, the evidence can be used to overcome the citation objection on the basis of either honest concurrent use or continuous prior use that commenced before the priority date of the cited trade mark.

Any evidence of use that may be filed will not be publicly available as it will be considered by IP Australia to include information that is commercial in confidence. Third parties may seek to obtain copies of the evidence of use under applicable freedom of information laws. However, in those circumstances, IP Australia will give your client the right to comment on the request and seek that certain information be redacted from the copy of the evidence provided to the person requesting the information. c) seek removal of the cited trade mark In Australia, an application for removal on the grounds of non-use can be filed if the trade mark has not been used for a period of three years (and if the trade mark was filed more than five years ago). When an application for removal for non-use is filed, the onus is thrown back to the owner of the trade mark to prove use. If the owner of the trade mark does not defend the removal application by filing an opposition, the trade mark will be automatically removed. Thus, non-use removal applications can provide a potent weapon in overcoming citation objections. Conclusion Citation objections can often appear to leave little scope for successfully prosecuting an application through to registration. However, the above strategies provide a number of grounds that can be pursued in addressing citation objections.

Cullens Patent and Trade Mark Attorneys Gary Nock Partner Tel: +61 7 3011 5555 g.nock@cullens.com.au www.cullens.com.au March 2015 Corporate INTL

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Sector Panel

Update on the Recent Development of Taiwan Patent Examination Practice for Computer Software Related Invention In 2014, the Ministry of Economic Affairs issued an amended Patent Examination Guide for computer software related inventions, and it definitely will substantially affect the examination practices of the Taiwan Intellectual Property Office (TIPO). One of the essential amendments is summarised as follows: Simply Utilising Computer Simply adding computer software or hardware in a claim cannot qualify a claimed subject matter (e.g., mathematical formula, business model, etc.) which originally does not meet the definition of an invention to be found as meeting the definition of an invention. Regarding an implementation method with the aid of computer software or hardware resources in a claim, if one only utilises the computer (or network, processor, storage unit, input/output device) to replace manual operations, and as compared to the manual operations, s/he only utilises the computer’s inherent capability of rendering faster speed, high accuracy, high throughput, etc. at the time of filing, then it is difficult to say this implementation method has a technical idea. At this time, simply using a computer software or hardware cannot cause invention contents which do not have a technical nature to have a technical nature. However, if the invention as a whole has a technical feature, for example, overcoming some specific technical difficulties, or solving a problem in a technical field, to produce a relevant efficacy for the whole system, for example, reinforcing the security of an information system, increasing the execution efficiency of an information system, enhancing the image recognition accuracy or strengthening system stability, etc., then it should be held as meeting the definition for an invention. While judging, one must consider not only whether the computer software or hardware is a necessary part of the problems intended to be solve, but the specific

nature of the computer software or hardware. If, when solving the problems, the computer software or hardware is unnecessary, but can be replaced with manual operations, or implemented by a known general purpose computer without the aid of special algorithms, then the computer software or hardware is not a meaningful limitation and cannot render a claimed subject matter which originally does not meet the definition of an invention to meet the definition of an invention. However, if a certain method step needs the aid of human mental activity to be implemented, and the invention utilises a specialised algorithm to substitute for the human mental activity, then the algorithm can cause the overall invention to have a technical nature. Conclusion The recent developments from the TIPO regarding examination practices for computer software related invention seem to reflect that the TIPO has adopted a more systematic standard in examining the patent application claiming general purpose or specialised computer. The author believes that readers will become more familiar with Taiwan’s current computer software patent practices. If readers have any questions on patent protection in Taiwan, please contact the author at yltsai@deepnfar.com.tw.

Deep & Far Attorneys-at-Law Yu-Li Tsai Patent Attorney Tel: +886-2-25856688 #8139 email@deepnfar.com.tw www.deepnfar.com.tw

Brazilian White Collar Crime Expertise Criminal law has as its primordial focus the defence of constitutional guarantees of all citizens, focusing on the defence of human dignity, defeating arbitrariness and, mainly, any miscarriage of justice. The criminal conviction of innocent people is the biggest drama of human justice. And this fight has been more intense than ever, because criminal law in Brazil has significantly expanded in the few last years, permeating all human conflicts. Several matters which, in the past, were limited to civil and administrative fields now also constitute crimes. In fact, in the last decade, Brazil has experienced an expressive increase on white collar crime combat, cooperating with the OECD guidelines involving corporate and business relations. Another change regards mass media coverage of criminal cases once Brazil has total freedom of press, as a democracy. From a law firm’s perspective, this phenomenon requires a very good capability of interaction. This one issue is very well handled by our law firm. We render legal services in the following areas: Corporate/Business Performance: • tax criminal law; • environment and housing; • capital markets; • freedom of financial transactions; • national financial system; • stock market; • bankruptcies; • importation / exportation; • unfair competition and intellectual property; • environment; • public bids; • misconduct of collaborators; • consumer. 14

March 2015 Corporate INTL

Natural Persons: • attacks to life and physical integrity; • conjugal relationships (“Maria da Penha Law”); • crimes in traffic; • attacks to honour and freedom of expression; • offenses against heritage, without violence; • crimes against individual freedom; • crimes involving the protection of people in fragile situations, such as underage, ill and elder people; • situations involving drugs, in case of users; • crimes involving the internet. The partners Roberto Delmanto, Roberto Delmanto, Jr and Fabio Delmanto are co-authors of several books. One of these books deserve a special mention: Commentaries on the Penal Code, which is in its eighth edition (Saraiva, 2010) and, in the last 25 years, sold more than 500.000 volumes among law students, judges, public prosecutors, lawyers and police authorities. It is common to see on a judge`s desk one edition of “our Penal Code”, which make us very proud and, at the same time, more and more responsible to keep a very high standard in every defence we make. Based on our expertise in white collar crimes defence we wrote a specific book in which the laws regarding those crimes are commented with updated jurisprudence: Special Criminal Laws Commented (2° edition, Saraiva, 2014). DELMANTO Criminal Law Firm reunites ethics, expertise, recognition among courts and personal dedication to our clients, always engaging maximum strength to achieve our client’s success. DELMANTO Criminal Law Firm Roberto Delmanto Jr Partner Tel: +55 11 3887-6251 robertojr@delmanto.com www.delmanto.com


Sector Panel

End of Year 2013 / Jan 2014 Corporate INTL

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Sector Panel

Leaders in Turkish Patent Law Based in Istanbul, Turkey, Deris has 100 years of history pertaining to the establishment of IP rights, as well as the protection and enforcement of such rights. The firm’s activities in both fields date back to 1912, when Mr Celal Dervis, attorney at law, first founded the law office. Today, Deris consists of two legal entities, namely Deris Patents &Trademarks Agency A.Ş. which counsels, files, prosecutes, registers and manages IP rights worldwide, and Deris Attorneys-At-Law Partnership, which provides legal counsel, assistance in contentious and non-contentious matters, and representation before civil and commercial courts. These two entities operate together and feed each other, in order to address clients’ needs and requirements in the most confidential, effective and cost-efficient way. Moreover, the firm maintains an alliance with SEDIN S.A. in Geneva, Switzerland through a formalised and contractual cooperation agreement. The association has resulted in a working relationship for more than 30 years, for the securing, maintaining and defending of IP rights along with a view to enhance their mutual international service capabilities and technical know-how, while also sharing philosophies, professional competences and abilities. The Deris team consists of 18 attorneys at law, as well as 24 registered trademark and patent attorneys. With the administrative and support staff the firm has a total of more than 70 collaborators. Focus on IP: Deris provides a wide spectrum of services for securing, maintaining, defending and enforcing IP rights, designed to meet clients’ budgetary requirements. Deris considers IP rights to be assets, and has structured its own organisation to provide services with a proactive approach, and to offer clients a complete range of legal services. Services provided by Deris Patents & Trademarks Agency A.S.: Deris Patents and Trademark Agency A.S. provides services such as drafting, preparing, filing and prosecuting the application of industrial property rights in Turkey.

Through its separate departments for Patents, Trademarks and Industrial Design, Deris Patents and Trademark Agency A.S. follows administrative procedure management for securing registrations in other countries. Where appropriate, the firm works in tandem with its international network of correspondents, as well as directly with international authorities such as the WIPO. Services provided by Deris Attorneys at Law Partnership: The firm’s noncontentious services include: performing due diligence, audits and appraisals of intellectual property rights and portfolios; developing and implementing strategies and programmes for IP protection and enforcement in all jurisdictions; and representation and conducting negotiations for settlement agreements whether out of court or in ongoing actions. The firm’s contentious services include, but are not limited to: preparing, instituting, prosecuting court actions for: enforcement, defensive and regulatory purposes before civil, criminal, administrative, appellate courts; civil evidentiary actions for determining through court-appointed expert(s) facts and evidences on matters such as infringement, similarity, confusion, damage, compensation and notoriety; civil actions for declaration of noninfringement; as well as serving cease and desist letters for the prevention of infringing acts against IP rights. DERIS ATTORNEYS AT LAW PARTNERSHIP DERIS PATENTS & TRADEMARKS AGENCY A.S. Partners of the Law Firm: Aydin DERIS N.Serra CORAL Kerim E. YARDIMCI Okan CAN Banu BARBUR Tel: +90-212-292 60 00 deris@deris.com.tr www.deris.com.tr

Increased IP Awareness in China Dr Jacqueline Lui is the managing director of Eagle IP Limited, a patent specialty house with a unique mix of US patent agents and Chinese patent attorneys, draft patent specifications and other patent documents in either English or Chinese. “All our patent specialists have extensive experience in cross-border multi-jurisdiction patent law strategies, particularly relating to Chinaexport/import work,” said Dr Lui. “We also handle worldwide patent prosecution and portfolio management and have been recognised through numerous awards as being one of the most sophisticated and fully bilingual patent practices in China. We act as the bridge between the East and the West to support our client’s IPR and technologyrelated activities.” Eagle IP is a member of the KnowHow IP Group with offices in both Hong Kong and Beijing. The firm offers one-stop and full range of patent services and is unique in greater China in that they specialise only in technology-related IP (patents and trade secrets). Its services encompass strategic advice on patent portfolio building and monetisation; filing and prosecution of patent applications; technology licensing/commercial transactions and IP enforcement. “With many of our specialists educated in wide range of science, we are able to cover technologies such as material science, pharmaceuticals, biotechnology, chemistry, plant varieties, physics, electronics, telecommunication and mechanics,” continued Dr Lui. “With our understanding of the cultural and legal differences between the West and the East, we can offer unique strategic advice for those who want to enter the Chinese market through us.” Dr Lui noted that China is now the second largest economy in the world. As the local Chinese market is so huge, many of the Chinese corporations do extremely well by staying within the China market. 16

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“As a result, it is not absolutely necessary for many companies to venture out into the international market,” she explained. “Those who do would be more conducive to learning about how IP law operates in other parts of the world, but many companies continue to use the local strategies that have worked well for them. This results in a huge difference in the patent practice between Chinese and Western companies. “Nevertheless, the Chinese court and the Chinese government are very proactive in raising the standard of IP law to international levels, Such as the setting up of IP courts in Beijing, Shanghai and Guangzhou. However, local practices continue to be significantly different from Western practices. In addition, language barrier continues to be a significant hindrance to understanding local practice. It is therefore very important to engage a practitioner that has both Weston and local knowledge.” Dr Lui highlighted that the number of cases which various Chinese courts had taken is on the rise. She believes that this increase not only means that the general public are becoming more aware of IP rights, but also more inclined to take action to uphold their rights. “With the establishment of the first dedicated Intellectual Property Count in Beijing on the 6th of November 2014, and subsequently in Guangzhou in December and Shanghai in 2015, China is taking one step further to keep up with the rising number of cases, with trained personnel to deal with the highly technical aspect of patent litigation,” she concluded. Eagle IP Limited Dr Jacqueline Lui Managing Director Tel: +852 8101 4006 eip@eip.hk www.eip.hk


Sector Panel

Vast Experience in Civil, Corporate and Competition Laws in Brazil Franceschini e Miranda Advogados is a law firm founded by José Inácio G. Franceschini and Custodio da Piedade U. Miranda in 1992. The firm is guided by a philosophy: personal attention to its clients, who since the firm’s inception proved to be loyal and continually expanding and a dedicated concern to solving clients’ problems, as if they were its own. Headquartered in São Paulo, Franceschini e Miranda Advogados also maintains an office in Brasília, associate offices in Rio de Janeiro, Salvador and Belo Horizonte, and correspondent offices in other Brazilian states, as well as in the United States, Europe and India. The firm is associated to the Brazilian Institute of Studies on Competition, Consumer Affairs and International Trade (IBRAC), São Paulo Attorneys Association (AASP), São Paulo Attorneys Institute (IASP), International Bar Association (IBA) and to the following Chambers of Commerce: American Chamber of Commerce (AMCHAM), Portuguese Chamber of Commerce and Brazil-India Chamber of Commerce.

• unfair competition and antitrust; • credit recovery and credit collections in the event of bankruptcy or judicial reorganisation; • family law, including adoption, divorce, alimony, custody; • succession and wealth protection; • judicial review of administrative decisions; • homologation of foreign court decrees, including arbitration rulings and rogatory letters; • appeals before the Supreme Court (STF and STJ); • petty claims tribunals.

The firm’s clients cover a diverse group of industries, including food and beverage, consumer products, construction products, automotive, pharmaceutical, telecommunications, transport corporations and financial institutions. Franceschini e Miranda Advogados is primarily engaged in corporate and competition laws but has vast experience in all areas of civil and commercial law representing its clients in: • incorporation of Brazilian entities; • due diligences; • disputes arising out of contracts, such as distributorship and agency, purchase and sale, supply of goods;

Franceschini e Miranda Advogados

• corporate conflicts and shareholders disputes; • indemnification for torts; • class actions; • e-commerce; • real estate;

Custodio da Piedade U. Miranda Founder Tel: +55 (0xx11) 3095-2566 cmiranda@fm-advogados.com.br www.fm-advogados.com.br

Dedicated Litigation and Consultation Services in Mexico Hegewisch Abogados was established in 1959. The firm is dedicated to litigation and consultation in civil, mercantile and financial subjects including national and international arbitration practice. Hegewisch Abogados has 10 attorneys at law whose experience ranges from two to 55 years, with specialisation courses. Fernando Hegewisch D.I., partner, has a Ph.D. in Law, graduated with honours in the Universidad Nacional Autónoma de México, actual principal, and has an official authorisation for lawful auditors to stock exchange intermediaries, and wrote the fourth edition of his book named “MEXICAN FINANCIAL LAW”. The firm’s founder is Everardo A. Hegewisch, attorney at law, with his degree and honours mention granted by the Universidad Nacional Autónoma de México. He is a regular professor accepted through examination in the UNAM, numerary professor of the Universidad Iberoamericana (with license in both cases) and has exercised the profession of trial attorney in the civil and mercantile matters for 55 years. It is the firm’s policy not to inform to third parties the names of its clients nor the subject in which we have mediated, unless it has the clear authorisation of the client. The firm has paralegals, authorised to exercise as attorneys at law, granted by the Ministry of Public Education, with the ultimate and most advanced intel information, computerised system, library and administrative and secretarial staffs.

“ The firm is dedicated to litigation and consultation in civil, mercantile and financial subjects including national and international arbitration practice.”

Hegewisch Abogados Dr Fernando Hegewisch D.I. Principal Tel: +5255 5651-0600 hegewisch.abogados@hegewisch.com.mx www.hegewisch.com.mx March 2015 Corporate INTL

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Sector Panel

A Leading IP Company in the Russian Market Valery Guerman began his professional career in 1977. He was among those who actively participated in the development of Russian IP legislation and practice, being a member of Working Groups of the Russian Parliament to prepare legal acts on IP protection. Mr Guerman is also the author of a number of articles on intellectual property. Mr Guerman greatly contributed to the establishment of the institution of Russian Patent Attorneys. For more than 10 years he was the President of the Chamber of Russian Patent Attorneys. In 1988, Mr Guerman founded “Agency of Intellectual Property INTELS” which appeared to be the first private intellectual property firm in Russia. He heads the company from its establishment to the present day. Now INTELS is a full service firm with the main office in Moscow, Russia, an administrative and financial centre in Luxembourg and branch offices in Belarus, Ukraine, Lithuania, Latvia, Estonia, Moldova, Kazakhstan and Uzbekistan.

designs, appellations of origin, trade names, commercial designations, computer programs and databases, domain names. INTELS’ highly qualified specialists will help you to choose the best strategies and mechanisms for the legal protection of your intellectual property. A few years ago INTELS developed a pioneering service INTELSonline - which provides our clients the opportunity to order services via the internet. INTELSonline, by means of a unique algorithm, enables clients to conduct online trademark searches on our database which contains not only registered marks, but also pending trademark applications, applications for appellations of origin and wellknown marks. Our credo is to find efficient customer solutions.

For two decades, INTELS has firmly occupied its position as one of the leading IP companies in the Russian market. INTELS employs highly professional experts in the intellectual property area, most of them having an extensive previous experience in the subject fields. When contacting INTELS you can get a full range of services relating to the acquisition and protection of rights in Russia and abroad for trademarks and service marks, inventions, utility models, industrial

Agency of Intellectual Property INTELS Valery Guerman President Tel: +7 - 495 – 921- 4080 agency@intels.ru www.intels.ru

One of Mexico’s Foremost Multidisciplinary Law Firms Jáuregui y Del Valle, S.C. was founded in 1975. It is the result of the merger between Jáuregui y Navarrete, S.C. and Del Valle Torres, S.C and one of Mexico’s foremost multidisciplinary law firms specialised in international business transactions. The firm represents domestic and foreign clients involved in a wide range of joint ventures, investments and economic activities, including industry, trade and services. “The firm has consistently implemented innovative transactions and is a market leader in advising highly-regulated entities and in structuring foreign equity investments in those companies,” said Miguel Jáuregui Rojas, chairman of the management board. “The firm is also a major provider of legal services in all kinds of financings, privatisations of government-owned companies of all types and of public services, and in advising and assisting clients in all steps of qualifications for public bid processes and negotiations of procurement, services, infrastructure and other kinds of agreements with government entities.” The firm has also advised foreign governmental entities, including the US Department of Commerce in connection with the negotiation of various Chapters of NAFTA, the US Department of the Treasury in the USD$20 billion emergency financial package for Mexico in 1995 and the Securities and Exchange Commission of the United States of America, and represented the Ministry of Education and the Ministry of Health of Mexico in the design and launch of two of the initial three public private partnerships programs in Mexico. “Clients’ needs have required the firm to establish working relationships with a number of law firms in the majority of the most relevant markets around the world,” continued Mr Jáuregui. “It is currently advising a number of clients exploring acquisitions, mergers, private investments and financings in areas where traditionally no private investment had been permitted, such 18

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as telecommunications, oil and gas, energy and power generation, natural gas distribution and transportation projects.” Mr Jáuregui’s main areas of legal practice include mergers & acquisitions, telecommunications, energy, infrastructure, real estate, corporate law, commercial law and as a specialty, private client services, international trusts and estate planning. Mr Jáuregui is a member of the advisory boards of companies such as Servicio Panamericano de Protección, S.A. de C.V., SSA México, S.A. de C.V. and Grupo Marhnos, S.A. de C.V. Mr Jáuregui memberships include: the Mexican Academy of International Law (Academia Mexicana de Derecho Internacional); the Mexican Bar Association (Barra Mexicana, Colegio de Abogados); the American Bar Association; the National Association of Corporate Counsels (Asociación Nacional de Abogados de Empresa); the International Bar Association; the Mexican Institute of Mediation (Instituto Mexicano de la Mediación); The International Academy of Estate and Trust Law; Director of the Board of Directors of The U.S.-Mexico Law Institute; Director of the Board of Directors and Secretary of the Mexican Council on Foreign Affairs (Consejo Mexicano de Asuntos Internacionales); and Executive Vice President and Legal Counsel of the Mexican Business Council of Foreign Trade, Investment and Technology (Consejo Empresarial Mexicano de Comercio Exterior, Inversión y Tecnología).

Jáuregui y Del Valle, S.C. Miguel Jáuregui Rojas Chairman of the Management Board Tel: +52 55 5267-4503 mjauregui@jaureguiydelvalle.com www.jaureguiydelvalle.com


Sector Panel

Switzerland: Beating the Strong Currency Trap On January 15th the Swiss National Bank (SNB) announced that it would no longer hold the Swiss franc at a fixed exchange rate with the EUR. Immediate reactions to the unexpected announcement made itself noticeable; the franc soared by almost 30% in value against the EUR. Why did the SNB suddenly drop the cap? A fixed minimum exchange rate was introduced in 2011 during a period of overvaluation of the Swiss franc and tremendously high level of uncertainty on the financial markets. This temporary measure was supposed to protect the Swiss economy from a serious harm. The economy was able to take advantage of this stage to adjust to the new situation, with 2014 as one of the best economical years since a long time. Now the SNB decided not to interfere in the currency markets anymore. The big question now is how much the removal of the cap will hurt the Swiss economy? Was it time enough for Swiss companies to prepare for a strong currency period? Switzerland has an export and tourism-oriented economy – more than 50% of our income is earned by exporting goods and services. There is a risk that if the Swiss currency stayed at such a high level, the export industry will not be able to recover very fast. Swiss companies already consider transferring their production bases abroad to the Euro zone countries in order to stay competitive with foreign companies, leading to vivid Swiss M&A activities abroad. On top of everything, cross-border shopping has become more attractive than ever, harming Swiss retail operations. The SNB’s decision may also increase uncertainty on the employment market due to too high salary costs. As a result, many jobs may be at stake if the Swiss franc is allowed uncontrolled appreciation.

These days, for Swiss business lawyers, there is literally no contact with clients without any discussions of the current strong currency trap. The boards of directors do meet in extraordinary meetings to evaluate the options for the companies, requiring the assistance of legal counsel. These are challenging times that are offering also many opportunities to the Swiss business community. Dr Thomas Bähler is a highly experienced and dedicated business lawyer, eager to find the most efficient solution for his national and international clients. He is a strong negotiator, going the extra mile to make sure that his client reaches the best possible result. Kellerhals Attorneys at law, with offices in Berne, Zurich and Basel, is one of Switzerland’s leading full service law firms, with the extensive knowledge and expertise of more than 90 legal professionals. It offers an extensive range of legal services for national and international clients in all areas of commercial and corporate law, with particular emphasis on cross-border transactions.

Kellerhals Attorneys at law Dr Thomas Bähler Partner Tel: +41 58 200 35 57 thomas.baehler@kellerhals.ch www.kellerhals.ch

UCITS V: new rules On 23 July 2014, the European Union adopted Directive 2014/91/EU (UCITS V) of the European Parliament and of the Council amending Directive 2009/65/EC (UCITS IV) relating to undertakings for collective investment in transferable securities (UCITS) regarding depositary functions, remuneration policies and administrative sanctions. The Directive will have to be implemented into national law by 18 March 2016 at the latest.

The remuneration requirements concern a wide range of staff including senior management, risk takers, control functions and any employee receiving total remuneration that falls within the remuneration bracket of senior management and certain risk takers.

UCITS V intends to learn from the recent financial crisis by restructuring three main aspects of the asset management regulation: the role of depositaries, managers’ remuneration and administrative sanctions.

Sanction regime UCITS V provides a long list of about 20 breaches meant to be sanctioned and the administrative sanctions and measures to repress such breaches.

New depositary’s role

Administrative sanctions and other administrative measures shall be effective, proportionate and dissuasive. In addition to a public statement, Member States must ensure that the administrative penalties and other administrative measures include in particular an order to cease the conduct, or the suspension or withdrawal of the authorisation of the UCITS or the management company.

Under UCITS V, a UCITS will have to appoint a single depositary chosen between eligible entities which are national central banks, authorised credit institutions or another legal entity subject to certain conditions. The depositary will have to ensure that operations concerning units of the UCITS are carried out in accordance with the applicable national laws and fund rules. The depositary will have to control net asset value calculations and will have to ensure that the cash flows of the UCITS are properly monitored. New safe-keeping duties should be noticed for both safe-keeping of financial instruments and of other assets. UCITS V also strengthens the depositary’s liability regime and provides that any contractual discharge of liability is forbidden. UCITS V only allows the delegation of safe-keeping duties while cash-monitoring and oversight duties have to be performed by the appointed depositary. New rules governing remuneration Under UCITS V, self-managed UCITS and management companies will have to establish and apply remuneration policies and practices that are consistent with risk management and that do not encourage inconsistent risk taking according to the risk profiles, rules or instruments of incorporation of the UCITS managed.

Under certain circumstances, management companies shall establish a remuneration committee which can exercise competent and independent judgement on remuneration policies and practices.

Finally, UCITS V requires Member States to establish mechanisms encouraging the reporting of potential or actual breaches of the national provisions implementing UCITS V.

LEXFIELD Jonathan Burger Investment Management Partner Tel: +352 260 082 50 jburger@lexfield.com www.lexfield.com March 2015 Corporate INTL

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Sector Panel

Establishing and Enforcing IP Rights in China As one of the first group patent attorneys qualified in China, Michelle Ma has been working in the field of intellectual property for more than thirty years. In 1993, Ms Ma joined Liu, Shen & Associates and became a partner in 1995. As an attorney, Ms Ma’s expertise and experiences are patent filing, prosecution and invalidation proceedings in the field of mechanical engineering and design patents, as well as providing legal opinions on patent operation related matters. Ms Ma leads the firm’s design patent team and is regarded as one of the design experts in China. She has actively participated in research organised by the Chinese Patent Office, the Beijing No. 1 Intermediate Court and the Beijing High Court on discussions and proposals of improvement and reform of design patent system in China, and was one of the members of the research group appointed by the SIPO to propose amendments of the Patent Law of China with respect to design patent. Ms Ma stated that Chinese companies are paying more and more attention to establishing their own IPR and to enforcing their IP rights. She added that many Chinese companies have an in-house patent team. “The team works closely with law firms and patent agencies for all aspects of intellectual property, such as conducting free to operate analyses, drafting initial patent application documents, managing the company’s foreign filings, and providing legal opinions on enforcements etc.,” she explained. “The in-house counsels are usually very knowledgeable on IP, very demanding on the services provided by the attorneys, and sensitive on the costs. The Chinese companies not only file many patents, many of them are getting more and more active in enforcing patent rights. We see increasing numbers of patent litigations where a foreign company is sued by a Chinese company.”

According to Ms Ma, following the establishment of Beijing, Shanghai and Guangzhou’s IP Courts in November and December 2014, a new trend has appeared in the IP trials reformation. On the Standing Committee Meeting of National People’s Congress, the Supreme Court revealed in a report on December 26, 2014, that establishing a higher IP court as the court of appeal in the jurisdiction of patent related cases was under discussion. “The Supreme People’s Court points out the difficulties in protecting IP rights, including long duration, difficulties to prove and high cost, etc.,” she elaborated. “To solve the above problems, the advantages and disadvantages of the current duality between China’s patent infringement civil litigation and patent invalidation administrative litigation must be seriously studied. With the relative experiences in foreign countries, we can discuss the possibility of hearing patent infringement litigation and the patent invalidation disputes in the same court. “In consideration of the current situation that the courts hearing IP infringement litigations are widely distributed, in a large number and are lack of unification, which may lead to the uncertainty of trial standard, establishing an IP Higher Court at the national level can be studied in order to shorten the hearing cycle and to unify the trial standard,” she concluded.

Liu, Shen & Associates Michelle Ma Managing Partner Tel: +86-10-62681616 Email Address: mail@liu-shen.com Website: www.liu-shen.com

Expert Assistance for Foreign Direct Investors Lou Sio Fong Lawyer & Associates’ legal services cover civil law, business law, company law, labour and immigration law, criminal law, real estate law, tax law, gambling law, intellectual property law and financial law. The firm is based in Macau. “We are experts in assisting foreign direct investors setting up their subsidiaries in the territory,” said Lou Sio Fong, partner. “Our service covers pre-set up stage all the way till business in operation, whereas legal issues related to labour and immigration are prominent and critical for their operation in the territory.” Lou Sio Fong Lawyer & Associates is particularly active in offering legal services on business formation and organisation. The firm’s clients include MNEs (Multinational Enterprises) and SOEs (Chinese Stateowned Enterprises). It has been handling MNEs’ local acquisitions of local corporations in the gaming industry, as well as Hong Kong Listed companies acquiring local off-shore companies. Ms Sio Fong highlighted Macau’s rather micro economy and the lucrative gaming market development in the last decade. As a result of these factors, the region has not been influenced by the global economic crisis. “Due to the lucrative market of Macau and its prosperous economic performance, the territory has attracted many MNEs and SOEs investing in the market,” added Ms Sio Fong. As Chinese SOEs have been very active in outward foreign direct in the last two decades, Macau and Hong Kong – the two special administrative regions – became a popular investment destination. Ms Sio Fong attributed Macau’s attractiveness for investment from Chinese SOEs to its prosperous economy, the language advantage (Chinese is the official language) and its geographical proximity to mainland China. 20

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“Since we are specialised in business law as mentioned, with our local expertise and our understanding of the complexities of the Chinese legal framework, we are able to provide legal advices not only from the local perspective but also from a Chinese legal perspective to assist our clients, e.g. Chinese SOEs to form business operation in Macau,” she continued. “In fact, understanding Chinese legal framework is the key to successful business formation of SOEs in the territory.” Discussing legislative updates, Ms Sio Fong noted that the Macau commercial law had been under review in October 2014 and the second round of review is currently taking place. However, she does not anticipate any influence on the corporate law practice on the horizon. Finally, Ms Sio Fong stated that labour and immigration law are of immense importance to any business formation in Macau due to the city currently suffering from a serious labour shortage. “I would like to emphasise that my firm is not just taking caring of business formation but, more importantly, labour and immigration related issues are also the main scope of our legal service which are the main initial matters to consider by any new business in the territory”, she concluded. Lou Sio Fong Lawyer & Associates Lou Sio Fong, Silvia Partner Tel: (+853) 2888 8088 silvia@lsfmacaulawyers.com www.lsfmacaulawyers.com


Sector Panel

An Award Winning Full-Service Firm in England Mackrell Turner Garrett is an award winning full-service law firm with offices in London and Surrey, founded in 1845 by celebrated solicitor John Mackrell. “The firm has moved with the times and is now one of the more innovative leading law firms in the capital,” said Nigel Rowley, managing partner and head of litigation. “It continues to provide a compressive-range of highquality services to its diverse client base, using state of the art technology where possible.”

consultants and entertainment. Furthermore, the firm assists with business crime and regulatory disputes, charities, criminal defense, employment, family and divorce, immigration, insolvency, intellectual property, wills, trusts, probate and estates, immigration and travel and tourism. The firm also acts for many high-net-worth clients in matters offshore and onshore, corporate and property, tax and estate planning.

Employing more than 60 staff, the firm retains a strong commercial background, providing a full range of legal advice and services for individuals, partnerships and companies throughout England and Wales.

“Mackrell Turner Garrett has substantial expertise in a wide-range of areas which allows us to pool our resources to find innovative solutions to even the most complex issues,” continued Mr Rowley. “Our solicitors are often at the cutting edge of modern law and have acted and influenced cases that have gone on set a number of legal precedents ”

As a founder member of Mackrell International, a grouping of more than 91 independent law firms around the world, much of its work has an international dimension and the firm prides itself on having a very global outlook.

“We are also able to rely upon advice and services from more than 110 legal offices throughout the world who are members of Mackrell International. This allows us to offer our clients a truly global service.”

“In fact, Mackrell International is one of the world’s premier networks of independent legal firms,” explained Mr Rowley. “Membership enables us to provide our clients with legal services at home and abroad. With member firms in 60 countries, Mackrell International gives clients access to 4,500 lawyers worldwide, providing a seamless legal service wherever the client needs it.”

Looking ahead, Mr Rowley said that the firm is continually looking to grow its client base, which will require it to expand its workforce.

Mr Rowley noted that Mackrell International has increased its representation by 35% in the last three years by adding new firms, particularly in Eastern Europe and both North and South America. Expansion continues in the Middle East and Dubai, and representation is growing in other key areas of the world, such as Africa and Central America. Mackrell Turner Garrett delivers its wide-ranging services to many sectors including property, finance and hedge funds, financial services, information management, IT security, property consultants, hotel and leisure manufacturing, green technology, motor, catering and food, publishing, design

“This is something that we are committed to as a firm, either through training new solicitors or through taking on legal professionals from other firms. By growing the number of clients and our workforce we are able to handle more cases, which in turn will help us to improve turnover so that we can reinvest in the firm’s success,” he concluded. Mackrell Turner Garrett Nigel Rowley Managing Partner and Head of Litigation Tel: +44 (0) 20 7240 0521 nigel.rowley@mackrell.com www.mackrell.com


Local expertise. Continental reach. With expertise in numerous African jurisdictions including South Africa, Namibia, Zimbabwe, Tanzania, Kenya, Zambia and Mauritius. Our directors have been listed as leading lawyers in their respective fields by Chambers Global 2010, PLC Which Lawyer? Yearbook 2010, IFLR: Guide to the World Leading Financial Firms, Who’s Who Legal 2010, and now Best Lawyers.

Competition Law Specialists | Litigation Attorneys | Regulatory Advice | Consumer Protection Advice

Switchboard: +27 (0) 11 666 7560 | Fax: +27 (0) 86 600 5529 | info@nortonsinc.com | www.nortonsinc.com Address: 135 Daisy Street, Sandton, Johannesburg | P O Box 41162, Craighall, 2024, South Africa

Carlson Dash, LLC is founded upon a cornerstone of practical business-oriented advice. We focus on relevant issues to ensure genuine cost efficiency; and we are dedicated to professional, personalized service. ~ Corporate Transactional Law ~ Corporate & Commercial Law ~ Finance ~ Employment Law ~ Corporate Restructuring and Reorganization ~ Commercial Real Estate ~ Commercial Litigation – Federal, State and Bankruptcy Courts

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www.carlsondash.com

10411 Corporate Dr., Ste. 100 Pleasant Prairie, WI 53158 262-857-1600


Sector Panel

Corporate Law Adviser in Brazil Machioni Advogados’ approach to legal problems is innovative, singular and global. The firm seeks definitive and comprehensive solutions based on an institutional and strategic vision of its clients’ business. The firm’s approach is the same whether its client is an individual, company, institution or government body. “Using knowledge from the analysis of sectors that directly influence the concrete issue (society, government, press, legislation, academic and scientific, industry, anti-trust, unions, etc.), we consider all variables to provide our clients with efficient strategic and legal planning to best serve their interests,” said Jarbas Andrade Machioni, partner. “This differentiated and multidisciplinary legal approach means we are able to provide: strategic legal action plans, crisis management advice, advice and assistance in organising businesses and companies, strategic litigation analysis and representation, advice to in-house legal departments, analysis and preparation of contracts and standard terms, and the definition of terms and legal models for corporate activities. In short, we offer specialised and innovative legal advice.”

“This is the spirit of our office: the perfect alliance of innovation and knowledge for the benefit of our clients.” Mr Machioni specialises in institutional issues and the legal aspects of company crisis management related to corporate, market and tax issues. He is a pioneer in developing strategic analysis in advocacy, as well as being specialised in contracts and the legal organisation of companies. He began his legal studies in Rio de Janeiro, at the Rio de Janeiro State University Law School, and graduated from Faculdades Metropolitanas Unidas (FMU) in São Paulo. Mr Machioni specialised in company law at Universidade Mackenzie and studied Philosophy of Law at the University of São Paulo (USP). He has lectured at FMU (commercial law lecturer and at Centro de Estudos Avançados), at the Experimental Office of the São Paulo state Bar Association (OAB/SP) (lecturer-orienteer), at Universidade Braz Cubas (administrative and commercial law) and at OAB/SP’s Escola Superior de Advocacia (commercial law).

Machioni Advogados is closely intertwined with the academic and scientific environments at Brazil’s leading universities and worldwide centres of excellence in legal research. Marcus Elidius Michelli de Almeida, PhD, the firm’s associated consultant, is also a university professor. His work with the firm has a decisive role in training its lawyers in the latest legal developments to keep them always in the vanguard of the law. “In a single environment, up-to-date technological resources and online technology exist side by side with our extensive library, which has works dating to the eighteenth century together with the latest worldwide releases,” continued Mr Machioni.

Machioni Advogados Jarbas Andrade Machioni Partner Tel: +55 11 3159 3999 jarbas@mbadv.com.br www.mbadv.com.br

IT Law in France MARTINEAU AVOCATS focuses on intellectual property, telecommunications, media & information technology. “We own a deep legal and technical knowledge about IT tools, procedures and processes that help to provide up-to-date, fast and relevant advice,” said Anne-Katel Martineau, partner and founder. “We are truly experts in our fields of proficiencies, having deep acquaintance with the industries we work for. We consider that our creativity and savoir-faire enhance our clients’ innovations.” “One of our strengths and particularity is to be specialised in Intellectual Property law as well. 50% of our files are dealing with IP and digital media issues,” she said. MARTINEAU AVOCATS regularly works on legal agreements for internet connectivity and data networking. The firm is also involved in outsourcing IT – an area with great potential for cost savings. The firm assisted consultants on their outsourcing projects for their clients.

Mrs Anne-Katel Martineau has expertise in the acquisition and protection of intellectual property rights. She is at the intersection of digital media, entertainment and technology. Privacy and security is an area of increasing concern in a globally interconnected world. The firm has been involved in forming contracts for clients in this area, such as: providing agreements to set up an authorised system, hosting personal health data and also for insurance companies; providing General and Particular Sales Conditions to IT security providers; and negotiating and drafting agreements with major companies for the provision of IT services in a highly sensitive technical environment. The firm has experience in the construction of new business models for individual clients and companies. Looking ahead over the next 12 months, Mrs Martineau expects to be working more and more on Big Data issues. She expects to be working also on various multi-platforms and digital projects.

Mrs Martineau stated that the key obstacles faced during this work related to the SLA, risks of people transfer and confidentiality. Intellectual property is often inherent in bespoke IT systems. The firm is usually able to deal with issues relating to IP in these areas on its own, however Mrs Martineau stated that it may require local support from its network of local correspondents in Europe, South America and in the United States of America. “Our lawyers speak at least three languages and work in at least two languages every day in an international context.”

Anne-Katel Martineau Partner and Founder Cabinet MARTINEAU AVOCATS Tel: +33 (0)1 77-15-09-96 akmartineau@medias-tic.com www.medias-tic.com March 2015 Corporate INTL

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Sector Panel

A Leading Intellectual Property Law Firm in Bangladesh Munshi & Associates is one of the leading intellectual property law firms in Bangladesh. The firm was established in 2004 under the supervision of Md. Solaiman Munshi, Advocate, Supreme Court of Bangladesh. According to Mr Munshi, the firm has been playing a vital and important role in the field of intellectual property right matters in Bangladesh. He stated that the firm’s aim is to tender the best services to its clients with competitive rates in the field of intellectual property right matters through the registration of IP related matters. “Munshi & Associates is distinguished by its size, breadth of experience, creativity and the success that we have enjoyed in our chosen areas of practice,” said Mr Munshi. “We believe that we are also distinguished by the principles that define our firm’s character.” The firm assists its colleagues/clients to protect their IP rights by way of registration of trade marks, patents, industrial design, copyright and domain names in Bangladesh and abroad at an affordable price, giving complete customer satisfaction. “Our mission and vision is to guide and proceed every case with experienced and professional attorneys, all cases are equal to us,” continued Mr Munshi. “We maintain a vibrant, creative, collegial and highly principled work environment for our attorneys and staff and share that environment openly and closely with our clients. “Such an environment allows individual excellence to flourish and inspires the highest quality of service to the clients. It also fosters occasional bursts of genius, frequent sprints of hard collective work, constant camaraderie, good humour and satisfaction in our work and our accomplishments for clients.” The barristers, advocates and attorneys of Munshi & Associates take special care to understand their clients’ businesses, allowing them to offer innovative and pragmatic solutions to clients’ legal issues. Mr Munshi stated that the firm has controlled its steady growth over the years through its stringent associate selection process which assures the consistently superior quality of the attorneys. Munshi & Associates provides legal services to its clients in the following areas:

Trade Marks / Service Mark: Trade Mark / Service Mark Search, Filing Application, Registration and Renewal of Trade / Service Mark; Assignment of Trade Mark / Service Mark and Licensing Agreement; Opposition and Rectification; Trade Mark Arbitration, Trade Mark Prosecution, Trade Mark Infringement, Trade Mark Passing off and Trade Mark Litigations etc. Industrial Designs: Industrial Design Search; Filing of Application, Registration and Renewal of Industrial Design; Assignment and Licensing Agreement; Infringement and Cancellation of Design etc. Patents: Patent Search; Filing of Patent Application, Registration and Renewal of Patent; Assignment; Opposition, Infringement and Cancellation of Patent etc. Copyright: Copyright Search, Filing of Application, Registration, Appeal, Cancellation of Copyrightand Copyright Litigations etc. Domain Name: Domain Name Registration and Renewal. Company Law / Commercial Law: Formation & Registration of a Company, Registration of Society and Trade Organisations; Contractual Agreement; Negotiable instrument; Secured Transaction etc.

Munshi & Associates Md. Solaiman Munshi Advocate Tel: +88 02 955 7094 info@munshiandassociates.com www.munshiandassociates.com

Clear and Succinct Patent Law Advice in Lebanon Nasser & Associates was established by Walid Nasser in 1981. The firm recently entered into a three party cooperation agreement with Brown Rudnick, a Boston based law firm, and Hikmat Fayad & Associates, a Dubai based law firm. Most of the firm’s clients consist of major international companies in the fields of: • Software; • Music; • Motion Picture; • Pharmaceutical; • Banking; • Real Estate; • Television Broadcasting and Licensing; • Commercial Agency; • Distribution. The firm’s lawyers include: • Walid Nasser - Senior Partner & Founder • Yehia Ramadan - Partner • Lina Haidar - Partner • Sami Hammoud - Partner • Maya Tabsharani - Associate • Anthony Mrad - Associate • Nathalie Hobeika – Associate 24

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“Nasser & Associates is in an excellent position to assist and advise international clients as our attorneys hold law degrees from the Middle East, Europe, and the US, and have previously worked for law firms and corporations in those territories,” said Mr Nasser. “Our association with established law firms in the Middle East, Europe and the US complements our Lebanese practice, and reinforces our ability to handle the inbound and outbound assignments. Our exposure to international laws and international businesses has made us sensitive to the needs of our domestic and international clients. “Our advice is communicated clearly and succinctly, taking those needs into account,” he concluded.

Nasser & Associates Walid Nasser Senior Partner & Founder Tel: +961 1 611 337 walid@nass-law.com www.nass-law.com


Sector Panel

A Pioneering Heritage and a Resolute Focus Okulo & Company Advocates was established in May 1993. Its vision is to be the leading legal service provider to corporate and individual clients. The firm’s mission is to deliver legal services with the utmost efficacy, through ideal representation and commitment to meeting its client’s needs. “Okulo & Company Advocates has a pioneering heritage and a resolute focus on core sectors of legal representation, litigation, legal research, commercial, technology law and development of public and private sector ICT policy,” said Anthony A. Okulo, partner. “As an advocate of the High Court of Kenya and a Trade Marks and Patent Attorney, Okulo & Company Advocates have an unrivalled reputation for their work in Kenya.” Mr Okulo has a Bachelor of Laws Degree from Nagpur University India, Diploma in Law from the Kenya School of Law and a Masters of Law (Technology) Degree from Queensland University of Technology Brisbane Australia and has worked as a Legal Officer for AIG Insurance Kenya. He is the author of a book titled “Copyright in Kenya”. Discussing Okulo & Company Advocates’ values, Mr Okulo stated that the firm values integrity.

“Inside the firm, we value each other as people and as colleagues. We will always treat each other with civility, respect, sensitivity and tolerance. We embrace and in-house culture of motivation, dedication, enthusiasm and rewards. Our firm is a place where people enjoy their work and share a positive, optimistic attitude. We heavily invest in the people we work with, to ensure that they ultimately meet out clientele’s needs with dedicated fashion.” According to Mr Okulo, the firm respects merit and rejects favouritism. He noted that the members of the firm are judged by their individual efforts and their individual results on behalf of the firm. “Therefore in an increasingly competitive and demanding environment, meritocracy in our staff ensures excellence. “We value the communities in which we live and work. We expect our people to be active and generous in support of civic and community endeavours. We aggressively pursue business practices that support the long-term sustainability of our environment. In light of the above we aim at providing solution driven services that add value to our clients’ business operations,” concluded Mr Okulo.

“We are committed to the highest ethical and professional standards,” he explained. “We would rather lose a client than deviate from the highest standards of ethical conduct. We ultimately strive to maintain professional relationships with our clients.” Mr Okulo highlighted the firm’s passion for excellence. He stated that it affects and acts as a positive charge in everything the firm does, from servicing clients to civic and community endeavours. “We abhor mediocrity and are therefore ideally placed to meet the distinctive demands of clients in a steadily changing society and legal environment,” he added.

Okulo & Company Advocates Anthony A. Okulo Partner Tel: +254 3673004 aokulo@africaonline.co.ke www.okulo.co.ke

Establishing Holding Structures in Cyprus Demetris Achilleos is a member of the Cyprus Bar Association and has practiced law since attaining the Cyprus Bar in 2006. He has extensive experience in corporate trust and tax law. Mr Achilleos holds a Bachelor of Laws (Hons) and a Masters of Corporate Law from Kingston University.

• There is an exemption from tax on dividends received from overseas (conditions apply);

Mr Achilleos joined Oxford in 2009 and he is now the CEO where he manages a diverse portfolio of corporate entities while directing a wide range of commercial transactions at the international level. He regularly contributes articles on international tax and fiduciary services developments. Mr Achilleos is also a Board of Directors member of Cyprus Fiduciary Association.

• Payments of dividends, interest and royalties to non residents are not subject to any withholding tax;

Oxford Tax Solutions specialises in International Tax Planning & Incorporation, administration of companies and trusts worldwide.

• Large network of tax treaties with very favorable clauses - many of the treaties impose low or nil withholding tax on dividends, interest or royalties at source;

Oxford Management Limited (Cyprus) and Oxford Consultants DMCC (U.A.E.) provide services to a wide range of clients in the fields of incorporation of companies, trusts, administration of companies and trusts and assisting with banking facilities. This includes provision of directors, nominee shareholders, business address, banking arrangements and all relevant services. Oxford also provides accounting/audit services. Oxford has a global network of associates in the fields of taxation, law, accounting, banking, trusts, investments and general business consulting. “The Oxford team draws together many years of practical experience in the area of international tax planning and offshore business,” said Mr Achilleos. “This ensures the highest standard of quality in services and professionalism. “Our group motto “…prompt, professional and personal service… It’s a promise” reflects our irrevocable undertaking to our valuable clients and associates that respects the highest standards of responsibility. It is the driving force behind the excellence presented by our team and demonstrates our commitment to stability and our loyalty towards our clients and associates.” Mr Achilleos stated that the taxation rules provide scope for establishing holding structures in Cyprus. He highlighted the following main benefits:

• 80% of the revenue from intellectual property rights deemed as expense thus effectively tax payable on the remaining 20% less other expenses;

• Profit from dealing in securities is tax free (this includes trading in securities in Cyprus as well as overseas markets); • Capital gains from the sale of movable asset are tax free;

• European Union parent subsidiary directives apply. Mr Achilleos noted that, in addition to holding structures, Cyprus offers tax planning opportunities for all other activities with the following key benefits. • Registration for VAT for EU transactions; • EU presence; • Low income tax (12.5% on the net profit). “At Oxford we have assisted thousands of companies to promote their business and expand successfully across boarders by utilising the benefits that each country may offer. We are looking forward to assisting you as well,” he concluded. Oxford Management Limited Demetris Achilleos Corporate Counsel Tel: +357 25823330 solutions@oxfordcy.com www.oxfordglobalservices.com March 2015 Corporate INTL

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Capita Financial Group For Fund Managers who just want to manage their funds

Fund Administration can be draining on both your time and resources With more than 35 years’ industry experience, Capita Financial Group provides fund managers with fast and cost-effective third-party administration services; so you can free up your day to focus on growing your funds and business. We operate internationally with services that can be tailored to meet your requirements. To find out more about how you could benefit from working with Capita Financial Group please contact: David.Wahnon@capitafinancial.com or visit www.capitafinancial.com for further information. Capita Financial Administrators (Gibraltar) Limited, Blake House, 19C Town Range, Gibraltar. Telephone: +350 200 43339, Fax: +350 200 49450, Website: www.capitafinancial.com Licensed by the Financial Services Commission to carry on financial services business as Collective Investment Scheme Administrators under Licence number FSC00771B. Members of the Gibraltar Association of Compliance Officers (GACO) and the Gibraltar Association of Stockbrokers and Investment Managers (GASIM). Registered office as above. Registered in Gibraltar No. 89284. Part of The Capita Group Plc, 71 Victoria Street, Westminster, London SW1H 0XA.


Sector Panel

Proven Expertise in Industrial Property Law Raul César Ferreira (Herd.) S.A. is a well-established company in the industrial property field, founded in 1929 and one of the leading companies in Portugal. We are an IP dedicated firm with proven expertise in all fields of Industrial Property. RCF works in Portugal, in the African Portuguese speaking countries of Angola, Mozambique, Guinea-Bissau, Cape Verde, Sao Tome and Principe, in Timor and also in Macao. The Trademark Department has expertise in clearance searches and search opinions, prosecution, enforcement and oppositions in national, community and international trademarks and litigation. There is no typical client for RCF as our portfolio of clients include some of the most important Portuguese companies, as well as the most significant European, American and Asian companies, in various business fields, but also national and foreign SMEs that have chosen us directly themselves or through the reference from our colleagues abroad. Independently of the type of clients all get the attention, dedication, commitment and quality that have always been present in the relationship with our clients and business partners.

RCF also has a vast expertise in matters such as utility models, designs, copyrights, and in IP due diligence, namely validity analysis, infringement analysis, technical expertise in litigation, infringement probative searches, state of the art and advanced technical searches, skilled surveillance, maintenance and technical translations as well. Our team collaborators, both external and in-house collaborators, are specialised in all sorts of IP rights. Having made a great investment in highly skilled persons, our collaborators are mainly trademark and patent attorneys but also collaborators specifically qualified in the field of mechanics, chemistry, computer science, biology, molecular biology, pharmacy, biochemistry and others with experience in infringement analysis and validity assessment of IP rights, conducting state of the art searches and promoting a very active expert cooperation in IP disputes. The RCF team is keen to promote and participate in the discussion of important IP matters, which is why several of our collaborators are strongly involved in the work carried out by international organisations like INTA, ECTA, AIPPI, FICPI, MARQUES, PTMG, ITMA, UNION, VPP, GRUR, CIPA, ABPI, ASIPI, EPI.

In this portfolio of clients, RCF acts as outside counsel for several owners of well-know trademarks, where RCF counsels and acts in the enforcement of their IP assets. Remarkably, RCF has developed a very effective anti-counterfeiting strategy that IP owners have adhered to and that has been revealed to be quite effective in achieving the required results. The Patent Department has expertise in several technical areas (chemistry, biochemistry, molecular biology, mechanical engineering, etc.) and knowledge of drafting, prosecution, enforcement and litigation.

Raul César Ferreira (Herd.), S.A. António de Aragão CEO Tel: +351 213 907 373 mail@rcf.pt www.rcf.pt

Retiring in the Cayman Islands The Cayman Islands are British Overseas Territories located in the Northwestern Caribbean and are regarded as one of the largest financial centres in the world. A tax neutral regime, a strong and independent judiciary coupled with a sophisticated legal system based on English common law, are some of the main attributes of the jurisdiction.

Certificate of Permanent Residence for Persons of Independent Means

Over 100 nationalities live and work in the Islands, manifesting a welcoming and diverse community.

An investment in developed real estate of at least US$1,951,219.51 with proof of sufficient financial resources to adequately maintain the applicant and dependants. This may be varied to allow for the right to work. It is considered to be a grant without immigration time restrictions which allows one to eventually be eligible to apply for naturalisation as a British Overseas Territories Citizen (BOTC).

General

Naturalisation as a BOTC/Registration as a UK Citizen

Generally, all applicants and their families must have clear criminal records, be in good health and possess adequate health insurance coverage. Residency grants attract one-off fees varying from US$6,097.56 to US$121,951.21 depending on the type of residence. The right to work will attract additional annual fees. All 25 year certificates are renewable.

After a five year period of physical residence, a holder of a Certificate of Permanent Residence for Persons of Independent Means may become eligible to apply for a grant of naturalisation as a BOTC under the British Nationality Act, 1981. Eligibility is subject to, amongst other things, strict residency requirements in the five year period immediately preceding the application however grants remain discretionary. Once naturalised, a BOTC may apply to be registered as a United Kingdom citizen.

25 Year Residency Certificate for Persons of Independent Means An investment of US$609,756.09 with at least US$304,878.04 in developed residential real estate and a minimum annual income of US$146,341.46 for the larger Island of Grand Cayman. The criteria is reduced for the smaller Islands of Cayman Brac and Little Cayman. This certificate does not allow one to work. 25 Year Certificate of Direct Investment An investment of at least US$1,219,512.19 in a licensed employment generating business that employs at least 30% Caymanians together with a proven substantial business/entrepreneurial track record and substantial management control in the business. One is allowed to work in the business. 25 Year Residency Certificate (Substantial Business Presence) 10% equity investment or personal employment in a senior management capacity, primarily in a financial services or exempted company which has a substantial business presence (minimum four employees who are resident for at least nine months annually) and the lease or purchase of commercial property.

The Right to Be Caymanian A BOTC may apply for the right to be Caymanian after a further five year period of physical residence which will allow the person to work, vote and own a business without restrictions. We are a leading firm in immigration & business licensing, real estate development and commercial and insolvency litigation.

RITCH & CONOLLY Jacqueline Conolly Attorney at Law Tel: +1 (345) 949 7366 jconolly@rc.com.ky www.rc.com.ky March 2015 Corporate INTL

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Sector Panel

Global Company Formations Specialisation Sarnia Management Corporation Limited (“Sarnia”) has developed its specialisation in global Company Formations, within Guernsey, over a period of more than 30 years.

spectrum, from the initial planning of the governance and asset ownership - generally called wealth planning - through to the structure creation and ongoing management from our offices based in Guernsey.

During this time, Sarnia has assisted wealthy individuals and their families with flexible and bespoke approaches to protect and manage their assets. Using personalised wealth planning solutions and utilising global company formations managed from Guernsey, we help our clients with their wealth now and plan for their heirs to enjoy this wealth in the future.

Guernsey is a Crown Dependency. It is not part of the United Kingdom (UK) or the European Union (EU) and has no sales tax or VAT. Guernsey offers individuals and companies an attractive tax regime with the highest rate of personal income tax set at 20%, a standard rate of corporation tax of 0% and no capital gains tax, wealth or inheritance tax. Guernsey’s constitutional relationship with the EU, its financial and political stability, experienced workforce and close proximity to the UK and Europe provides a variety of unique business opportunities.

As an independent multi client family office and fiduciary Sarnia is not tied to any bank, asset manager or other advisor. We provide a truly open architect solution to our clients combining our expertise with that of other service providers, using multiple jurisdictions and global relationships. Our clients may have sophisticated financial circumstances requiring strong family governance, estate planning solutions and long term multigenerational wealth management structures. The asset/investment itself may require the creation of a structure, and any asset acquisition, development and ownership may need to be project managed and monitored. We have the expertise in house to provide these services. Sports stars and celebrities generally have short but well paid careers, becoming exposed to many issues including the need to protect their intellectual property, and plan financially for their future. Career management and wealth advisory for these individuals is a unique area in which we specialise. Our other services are underpinned with fiduciary and corporate services. In addition to the formation of global companies, we create trusts and establish foundations in various jurisdictions and ensure compliance with rules and laws internationally, therefore protecting the assets as intended. Whilst remaining as specialists of global company formations, we are involved in all manner of activities within the wealth management

A diverse and qualified team of experienced staff, we each bring different strengths from within the private client field to manage wealth, with international experience gained with banks, trust companies, asset managers, tax authorities and commercial enterprises. Sarnia is licensed and regulated by the Guernsey Financial Services Commission and is also associated to a number of professional bodies such as the Society of Trust and Estate Practitioners; the Association of Chartered Certified Accountants, the Chartered Institute of Taxation and the International Compliance Association.

Sarnia Management Corporation Limited Andre Stefani TEP MICA Int. Dip (AML) MIoD Director – Head of Client Services Tel: +44 (0) 1481 728444 sarnia@smcl.co.gg www.smcl.co.gg

A Leading Telecommunications Media and Technology Law Firm Taiwan has announced firmly that it will be releasing further 4G LTE licenses soonest by November 2015 in order to meet the strong consumer needs of mobile broadband access to the internet and keep pace with its rival economies in the Asia Pacific region. Such inspiring good news definitely spotlights the active role of Shay & Partners lawyers in their upcoming advices to industry clients in a full range of telecommunications equipment supply, mobile content provision, strategic investment, and system operation. Shay & Partners, positioning it well and clear a leading law firm in the fields of Telecommunications, Media, and Technology, has once again received success in their professional practice met with unanimous applause. The TMT team at Shay & Partners comprises up to 12 experienced professionals who are senior lawyers specialised in communications and media regulations, privacy law, as well as litigation skills, and those technology consultants who have sufficient industry background to support clients in their respective strategy implementation and plan deployment. TMT lawyers of the firm have been invited as experts to give comments and testimonies in the process of communications laws reform while they have diligently assisted clients in a variety of business negotiation, contract drafting, market entry strategy advice, and even management of human resources in compliance with local requirements. In addition to providing their clients with a full range of legal services for the manufacture, purchase, license and distribution of goods and services, lawyers and consultants of Shay & Partners are also called upon to assist clients in the litigation and protection of their intellectual property rights. As one of the pioneers in developing a legal practice focused in the area of electronic commerce, Shay & Partners currently advises a large number of 28

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Taiwan’s services providers across software, hardware, and telecom platforms on cloud computing and privacy protection issues. As Taiwan’s premier legal service provider in Telecom, Media and Technology, the firm is also capable of delivering its valuable service through its exclusive connection with Globalaw, one of the largest worldwide legal network of 115 independent law firms with over 5,000 lawyers in around 170 cities over 90 countries in the world, for the clients with a longing for outreach across the time zones. Arthur Shay, leader of the TMT practice in Shay & Partners, has serviced clients in the field of TMT for 25 years and has been recognised as a leading lawyer in the Asia Pacific region by his peers and international legal publications. He is a frequent speaker in the regional forums of communications law, intellectual property rights, and privacy in relation to IT application. Mr Shay is also the author of a series of books titled “Communications Law and Technology”. He regularly contributes articles in relation to telecommunications regulation updates in the magazines with worldwide distribution.

Shay & Partners Arthur Shay Partner Tel: +886-2-8773-3600 arthur.shay@elitelaw.com www.elitelaw.com


Sector Panel

A One-Stop Shop for Audit and Assurance, Tax and Advisory Services in Nigeria SIAO is a one-stop shop for audit and assurance, tax and advisory services. With a professional staff strength of over 80 highly qualified and dedicated personnel, SIAO has consulted for various clients at all levels in a broad range of services including strategic planning, financial advisory, project evaluation, and financial systems design and upgrade, corporate governance, compliance and human capital consulting. The firm is a member of RSM, a worldwide organisation of independently owned and managed professional service firms, providing audit, tax, consulting and specialist advisory services. “At SIAO, we believe that the approach is as important as the services offered,” said Robert Odiachi, partner. “Thus, we have developed an approach to our briefs and projects that works splendidly both for us and for our clients, and that ensures excellent results all the time. “Our approach is characterised by the following seemingly simple steps: we listen to the client; we assess the client’s needs; we deliver function-specific SIAO solutions that meet the client’s needs; we add value by delivering more than the client expects; our partners are accessible to our clients; and we display the highest levels of professionalism and technical competence, independence, and knowledge of the economy and our client’s business.” Mr Odiachi believes that the SIAO approach ensures that its clients benefit immensely from the firm’s depth of knowledge and experience. “To accomplish more is to bring about a greater degree of result by effort. It implies courage, ambition, efficiency, and ethical standards,” he added. “At SIAO, we seek to accomplish more than our clients expect.” Mr Odiachi stated that, in light of the evolution of the global economy and markets, it has become a necessary component of business to ensure thorough audits which are in compliance with international standards of auditing and financial reporting. “Our audit and assurance services provide value to decision makers by providing comfort and assurance that the information they use is reliable,” he continued. “Our partners and staff have amassed a wide range of knowledge, skills and experience working with large and small clients across a very broad range of industries and sectors. They bring these to bear on your business to measure that you get maximum value from our audit and assurance services.”

The firm offers the following services: • Statutory Audits • Management Audits • Value for Money Audit • Consolidation of Financial Statements • Project Audit • Special Audits and Review • Due Diligence Review • Forensic Audit • Regulatory Compliance Reviews for Banks, Insurance Companies & Pension Fund Administrators • Preparation of Accounts (financial, Management etc.) • Preparation of Financial Projections • Reporting Accounting • Accounting Systems Clean-up and Redesign • Assets and Liabilities • Verification and Certification of Statement of Affairs • Advice on Accounting Issues • Administration of Finance Departments • Assessment and Preparation of Accounting Manuals • Preparation of Fixed Assets Register • Internal Audit Function • Business Valuation • Insolvency Services • Conversion of local GAAP to IFRS

SIAO Robert Odiachi Partner Tel: +234 14630871-2 enquiries@siao-ng.com www.siao-ng.com

Combing Local Expertise with International Knowledge Established in 1927 in Aden, the Law Offices of Sheikh Tariq Abdullah are the oldest law offices in the South Arabian peninsula, uniquely positioned to provide legal advice to international firms on all matters concerning them in Yemen such as shipping, oil, commerce and international trade. The firm combines local expertise with international knowledge, maintaining the British tradition and standard combined with a general western style practice. Often the foreign private sector finds dealing with the public sector, the central government departments, the local authorities and the civil service in Yemen a frustrating experience. The firm has a long and diverse history of easing and lessening such frustrations. The firm understands the sensitivities of decisions in a political context, the exact procedures required to be followed, the right level of consultation and the need for confidentiality. Empowered with this knowledge, the Law Offices of Sheikh Tariq Abdullah is able to guide its international clients to success in their business endeavours, negotiating amicable settlements, avoiding lengthy disputes, heavy costs and unnecessary delays in courts.

Energy We are recognised as experts in energy related matters. With his extensive experience and thorough understanding of the diverse issues in the energy related industries, we can actively advise companies on their activities in Yemen at every phase from inception through development and production and the growth of their businesses. Commercial The offices have special expertise in advising on issues crucial to the establishment of a business concern in Yemen, and are specially equipped in giving due diligence advice in respect of agents and distributors.

Shipping For decades we have advised P&I Clubs, ship owners, and charterers and have acquired a thorough understanding of their requirements, allowing us to anticipate their needs, ensuring that their interests are protected.

The Law Offices of Sheikh Tariq Abdullah

Investment Projects With the growth of commercial activity in Yemen and in Aden Free Zone, this is one of the fastest growing areas of the firm’s practices in which the offices represent international and local clients and in structuring investment projects and joint venture agreements.

Sheikh Tariq Abdullah Managing Partner Tel: +967 2 260 800 relevant@y.net.ye www.yemenlaw-relevant.com March 2015 Corporate INTL

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Sector Panel

Belgium: A High Taxing Country Offering Many Tax Planning Opportunities Of all OECD member countries, Belgium is the country that taxes income from employment at the highest level (OECD Economic Surveys, Belgium, 2015). With a general VAT rate of 21%, comparably high inheritance taxes ranging between 3% to 27% and real estate transfer tax of 10% in the Flemish and 12.5% in the Brussels and Walloon region, indirect taxes are equally high. The OECD report quoted above therefore recommends the Belgian decision makers to introduce a substantial “tax shift” whereby tax on labour would be lowered substantially to the detriment of tax on wealth and possibly on capital gains on privately held assets. Despite all these factors, Belgium continues to offer very interesting tax planning opportunities both domestically as internationally for both individual taxpayers as for corporates. The following offers a birds-eye overview of the interesting tax features that Belgium has to offer and their opportunities for domestic and international tax planning. Absence of net wealth tax Belgium is one of the few countries in western Europe that does not levy a net wealth tax on individuals. There are, however, some types of taxes that are akin to a net wealth tax, but they do not qualify as such since they do not constitute a generally applicable annual tax on the net wealth of individuals or corporations. The absence of any real net wealth tax has made Belgium very popular for high net worth individuals, particularly those residing in the Netherlands, France, the United Kingdom and even Switzerland who want to escape the net wealth tax in their own country by taking up residency in Belgium. Absence of capital gains tax for individuals In Belgium, as a matter of principle, gains realised by individuals on the disposal of assets are not subject to income tax unless these gains arise in the carrying on of a trade. This rule is of particular interest for individual shareholders of Belgian or foreign corporations who realise a capital gain on the disposal of their shares either by way of an outright sale, a share-for-share contribution or any other form of realisation or recognition of capital gains. This also explains why Belgium is a popular jurisdiction for high net worth individuals originating from neighbouring countries where such capital gains are very often subject to either flat or progressive personal income tax rates. The current political debate on the need for a tax shift towards income and gains from investments may obviously result in some changes in this area. There is however no political consensus yet as to how capital gains for individual shareholders ought to be taxed. The tendency however is towards a rather limited introduction of an individual capital gains tax on shares, i.e. only on capital gains that result from “speculative” transactions (long and short term), which is likely to leave the long term investor and owner of family enterprises untouched. This would not be a complete novelty in the Belgian tax system, since even under current legislation, capital gains resulting from “speculative” intent are already taxable. 30

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Absence of CFC-type legislation Belgium tax law does not contain a CFC (Controlled Foreign Company) type of legislation similar or comparable to the CFC legislation in countries such as the United States, France, Germany, the United Kingdom or Japan. Efforts are being made however to introduce a so-called “look through” tax that could be applicable to all passive type of income earned through either offshore companies controlled by Belgian residents or through foreign trusts and private foundations of which a Belgian taxpayer is either the settlor or a beneficiary. International competitive holding regime All Belgian companies are eligible for the benefits of the Belgian “participation exemption” for qualifying dividends (95% deduction from taxable income) and capital gains ion qualifying shares (full exemption). The main features of the Belgian participation exemption system that make Belgium an attractive location for holding companies in comparison with other jurisdictions such as the Netherlands, Luxembourg, Cyprus and Switzerland are highlighted below: • Multiple tax planning opportunities in combination with the benefits of the Notional Interest Deduction (NID). The NID is a fictitious interest deduction calculated on the basis of the risk-bearing adjusted net equity of (any) Belgian company. Qualifying participations in other companies are excluded from the basis, but in combination with Belgian operating companies and other type of investments, tax planning is widely available.

In addition to these benefits which have been introduced already during the early 90ies, Belgium has started to conclude since the last decade OECD-type comprehensive tax treaties with countries that traditionally have always been viewed as tax-haven jurisdictions, such as the United Arab Emirates (including Dubai) and Hong Kong. As a result of these treaties, the Belgian Revenue Authorities have accepted that dividends from companies established in these countries qualify for the participation exemption (dividends and capital gains alike), even though in a number of cases no corporate income tax has been paid at the level of the subsidiary. This “approach” compares very favourable to the Luxembourg regime for example where both under domestic as under treaty law it seems very doubtful that the Luxembourg participation applies in comparable instances (UAE countries and Hong Kong, Singapore companies with only non-taxed offshore income). On the basis of a number of recent rulings from the ruling commission relating to the so-called “Tunisian export companies”, it can also be inferred that the Revenue Authorities seem to accept that the subject to tax condition must be met at the time of distribution of the income so that low taxed retained earnings from previous accounting years could be distributed and be eligible for the Belgian participation exemption once the tax status of the distributing company is no longer “tainted”.

• The Belgian “holding regime” is a generally applicable system with no “privileged regime” for “ring fenced” companies and therefore it is considered as being “not harmful” by the 2006 OECD’s report on harmful tax practices. • Full exemption of capital gains on qualifying shares, subject to certain thresholds which are more favourable that in many other countries such as the GD of Luxembourg. As from tax year 2014 large companies are subject however subject to a “fairness tax” (FT) on their distributed dividends at a rate of 5.15%. • Exemption of withholding tax on outbound dividends under the sole condition that the foreign parent company holds at least 10% of the equity of the holding company during a period of at least 12 months and is established in a country with which Belgium has concluded a DTA containing an exchange of information clause. • Liberal debt-to-equity rules and the possibility to leverage the acquisition of shares through a Belgian holding.

VANHAUTE ATTORNEYS Patrick Vanhaute Founding Partner Tel: +32(0)3 293 88 46 pv@advanhaute.be www.advanhaute.be


Sector Panel

Business Litigation Strategies in France Cabinet WEIL & Associés, established in 1974, is dedicated to the service of international companies. It is devoted to assisting companies, international or small and medium-sized, in their commercial or industrial activities in France or abroad through proactive legal advice, as well as in litigations before national courts and arbitral tribunals. Business relationships with German and English-speaking countries have always been a major part of the firm’s activity. Therefore, its lawyers are admitted to practise in France, Germany, the US and Canada. Its involvement in the advice to, and representation of, international clients means that all lawyers write and speak fluent German, French and English. Over the years, its activity has led to representing companies from countries such as Japan, Korea and China. From standard commercial litigation to complex strategic disputes with substantial amounts at stake, Cabinet WEIL & Associés has successfully acquired a broad range of litigation skills – from national courts to international arbitration. The firm’s experience enables it to provide a fairly precise assessment of the pros and cons to litigate a matter. WEIL & Associés litigators have a long-standing knowledge of the formal subtleties that sometimes allow the defence of a case without even addressing the merits before court. The litigators know how a matter should be presented to the courts or an arbitration tribunal, and their expertise is recognised by these authorities. In some specific matters, Cabinet WEIL & Associés also has experience in handling the media to use this important communication aspect as part of the overall strategy. Further, the firm always bears in mind, at any stage of the proceedings, that its clients are not in the business of doing litigation, and that litigation is always a substantial source of distraction. Therefore, it always considers its settlement options along the way.

Eric Weil, Cabinet WEIL & Associés, Avocat à la Cour, is highly recognised for his extensive experience in sophisticated litigation of national and international importance. Eric Weil has handled high-profiled, complex litigation matters on behalf of large global corporations. Mr Weil offers quality and reactivity across a wide array of disputes, including: high-stakes breaches of contract, unfair competition, product liability, fraud and corporate post-acquisition litigation. Mr Weil’s comprehensive tailor-made approach makes him a go-to choice for companies faced with complex litigation. He also has extensive experience in white-collar crimes involving a wide variety of cases such as deceptive labelling of pharmaceutical products, misappropriation of trade secrets, forgery, misuse of corporate assets, hindrance to the rights of employees’ representatives, or discrimination. Moreover, Mr Weil’s top trial skills – enhanced knowledge of international arbitration law and procedure, expertise across a broad range of industries and substantive areas of law, and the ability to work fluently in English, French and German – are also important for international arbitration. The combination of skills, expertise and experience, together with a multicultural approach, has enabled his team to obtain outstanding results for WEIL & Associés’ clients.

Cabinet WEIL & Associés Eric Weil Avocat à la Cour/Rechtsanwalt/ Attorney at Law Tel: +33 (1) 44 15 98 98 eweil@weil-paris.fr www.weil-paris.fr

A Global Law Practice which Retains a Personal Touch For more than 160 years, global law firm Winston & Strawn LLP has served as a trusted legal adviser and advocate for clients across many industries. With 18 offices across Europe, Asia and America, Winston brings an understanding of the global legal issues its clients face to both transactional and dispute-related matters. Originally a US law firm, over the past two decades the firm has expanded overseas, and now has nine offices across Europe and Asia. Winston’s London office focuses on complex cross-border transactional matters, international trade regulation, and dispute resolution. The London lawyers include not only solicitors who are recognised as leaders in their fields, but also a diverse group of international legal professionals, many of whom are dual qualified. Ms Zoë Ashcroft, head of the Winston London Corporate and Finance group and a co-founder of the Winston London office comments, “We believe what sets us apart is that the partners at Winston take time to personally get to know their clients and their businesses. The best client relationships are developed over time by consistently delivering quality legal advice and pragmatic, commercial solutions to clients.” Ms Ashcroft adds, “Investing time in developing client relationships enables us to add value and to provide our clients with bespoke, creative solutions to their business problems and opportunities”.

Although a large global firm, Winston maintains a culture of teamwork and collegiality amongst its lawyers worldwide, and retains a very personal approach with its clients, partnering with them as a trusted legal adviser for the long term. Leading Competition Law and Trade Regulation partner Peter Crowther, who divides his time between London and the recently founded Winston Brussels Office, comments, “We offer in-depth knowledge of our client’s industries, including the economic and regulatory environments in which they operate, and offer experience with the most critical competition matters throughout Europe and the world.” “We are proud of the accolades we have received over the years a tribute to our lawyers’ creativity, flexibility, depth of experience, and commitment. The most meaningful accolade to us, though, is the continued trust and confidence of our clients.” Ms Ashcroft concluded.

Winston & Strawn LLP Zoë J. Ashcroft Partner Tel: +44 (0)20 7011 8725 zashcroft@winston.com www.winston.com March 2015 Corporate INTL

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International Society of Primerus Law Firms 171 Monroe Avenue, NW, Suite 750 Grand Rapids, Michigan 49503 1.616.454.9939 | www.Primerus.com


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Arbitration Bankruptcy Law Commercial Law & Liquidation of Commercial Debt Insurance Coverage & Bad Faith Intellectual Property Labor & Employment Litigation Mergers & Acquisitions Products Liability Professional Liability Real Estate Retail, Hospitality & Entertainment Law Tax Law Commercial Transportation Law Workers Compensation

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Route to Austria

2014 was an eventful year for Austria, according to the Vienna Stock Exchange. While developments in the first half of the year pointed upwards, the geopolitical crisis that started in the middle of the year has been weighing down the ATX.

René Siegl, managing director of Austria’s national investment promotion consulting company, considers the lively start-up scene and the upcoming Pioneers Festival in Vienna at the end of October to be a stimulus and at the same time proof of the vitality and attractiveness of Austria as a business location.

Lots of fresh capital, but geopolitical crisis is weighing on markets

“ABA is also reacting to the improved conditions for company founders. We are also trying to increasingly lure international startups to the business location Austria”, said Mr Siegl.

The highlights of the stock market year 2014 include huge capital increases, one successful public offering and lively corporate bond activities. Five companies (Raiffeisen Bank International, PORR, FACC, BKS Bank and Telekom Austria) tapped the market for fresh capital and raised a total of around €4 billion. Porr will also be included in the prime market as of 22 December 2014. There were three new listings (FACC, BUWOG and PIAG Immobilien), but also two de-listings (A-TEC and Century Casinos) from the regulated markets. The 37 new corporate bonds achieved a record volume of over €7.2 billion. Half of the volume was issued by domestic companies (€3.61 billion) and the other by foreign companies (€3.57 billion). Market capitalisation on the Vienna Stock Exchange was €77.08 billion on 15 December 2014. “The situation in the Ukraine and Russia led to a currency and oil price drop that brought a lot of pressure on the heavyweight banking and oil stocks in the ATX. Nonetheless, we shouldn’t forget that other companies achieved very satisfactory performance. We recorded an all-time high in corporate bonds. Regarding equity capital, a higher volume was raised this year than in the past four years together,” said Management Board member Birgit Kuras.

Stock trading volumes up by one fifth Equity trading stayed at high level throughout the year and was 22% higher on average than in the previous year. Total equity trading volumes on the Vienna Stock Exchange this year attained €45.32 billion as of 12 December (cf. 1 Jan. 2013 to 12 Dec. 2013: €37.27 billion). On average, there were around 377,000 transactions on the Vienna Stock Exchange every month in 2014 (monthly average 2013: 318,000 transactions: + 18.8%). The most active trading members were Raiffeisen Centrobank (9.12%), Deutsche Bank (8.44%), Erste Group Bank (7.69%), Morgan Stanley & Co (7.42%) and Merrill Lynch International (6.72%). From January to October of this year, there were more stock exchange transactions than in the entire previous year. Michael Buhl explained: “The often criticised liquidity on the Viennese market received a substantial boost: trading activity in equities is around one fifth higher than in the previous year. The number of transactions executed shows that monthly there were nearly as many transactions executed as in the years from 2009 to 2011. Trading volumes do, of course, fluctuate along with rising and declining stock prices; however, the number of transactions has reached a very satisfactory high level.”

A launching pad for the international start-up community An increasing number of high-tech startups with an Austrian background and global business perspectives are selecting the Austrian business location as their launching pad, according to ABA - Invest in Austria. A broad range of funding instruments, well-developed channels of knowhow transfer between the scientific community and companies, a high quality of life as well as a young founder scene craving for more make Vienna in particular a fruitful biotope for innovative Austrian returnees. 34

March 2015 Corporate INTL

Over the past few months ABA provided professional support to the two international startups nextSociety and Lock8 in setting up business operations in Austria.

Outlook 2015 Analysts are generally upbeat about the coming year in the light of low stock valuations. Experts on the Austrian capital market forecast a slight economic recovery starting out from a stable situation in the Ukraine and continued low interest rates. Austrian companies feature healthy balance sheets and offer investors good opportunities to participate in their growth. Dividend yields of Austrian stocks average around 3% in the ATX; for some companies, it is even 6%. This is very attractive for private investors before the backdrop of low interest rates stressed Michael Buhl: “Also in 2015, there will hardly be any alternative to investing in stocks. The average dividends that can be earned exceed by far any interest paid on savings accounts. Naturally, the risk is also accordingly higher.” In order to support companies to raise funds on the stock market, the Vienna Stock Exchange’s Management Board hopes to see clear steps taken in the coming year to create friendlier framework conditions. Above all, tax incentives would help to motivate small and medium-sized companies to turn to the stock market for funding. “In times of limited financing options, access to the capital market needs to be made easier. We fully support policymakers in their efforts to eliminate existing barriers,” stated the Management Board members Birgit Kuras and Michael Buhl.

ABA - Invest in Austria Tel: +43 1 588 58 0 office@aba.gv.at investinaustria.at AVCO - Austrian Venture Capital Organisation Tel: +43 1 526 38 05 office@avco.at www.avco.at Wiener Börse AG - Vienna Stock Exchange Tel: +43 1 531 65 0 info@wienerborse.at www.wienerborse.at


Route to Austria

Commercial Law New laws are introduced on an every-day basis. Staying on top of these developments is as crucial as understanding our customers and competitors. Law Experts Attorneys provide solid legal expertise and unmatched dedication to the success of their clients. Law Experts Attorneys use their geographic and strategic position in the heart of Europe with offices in Innsbruck/Tyrol, Telfs/Tyrol and Vienna. The focus of the law firm is on the provision of high quality legal services for corporate clients and business families. Law Experts Attorneys cooperate with other lawyers, tax advisors, and academics within Europe and beyond. We think that specialisation is the only answer to the increasing complexity of national, international and EU law regulations. Combining our expertise with the expertise of trusted partners provides our clients with the best possible advice. Law Experts Attorneys was successfully chosen as ‘Litigation Lawyers of the Year in Austria’ by Corporate INTL Magazine in 2014 and 2015 and are listed in The Legal 500. Law Experts Attorneys and managing partners: Stefan Gamsjäger is Austrian and graduated in law from the University of Innsbruck. He is admitted to the Tyrolian Bar. Attorney Gamsjäger has a profound understanding of administrative law. He worked for several years at the Administrative service for the Austrian Government and the city of Telfs/Tyrol. As one of few Austrian lawyers, he completed the Austrian Administrative Service Exam at the Government of Tyrol. He taught these topics and civil law at the WIFI Wirtschaftsförderungsinstitut Tyrol for several years. Attorney Gamsjäger concentrates mainly on building law, public law, property and tenancy law as well as family law, inheritance law and succession.

Law Experts Attorneys Mag. Stefan Gamsjäger - Managing Partner Dr Hannes Wiesflecker - Managing Partner Tel: +43 512 586 586

Fax: +43 512 586 586-50

office@law-experts.at www.law-experts.at

Hannes Wiesflecker is Austrian and graduated in law from the University of Innsbruck. He also studied at the Universidad de Alcalá, Madrid, Spain and the Business and Management School of Lund University, Sweden. He is admitted to the Tyrolian Bar. Due to his extensive engagement with renowned international commercial law firms in Vienna, particularly in the areas of corporate and commercial law, white collar crime, civil and arbitration cases, attorney Wiesflecker has a profound understanding of business issues. His special interests are international law, corporate law, transport law, contract law and real estate as well as litigation.

M&A Dr Brasic noted: “The challenge lies in the implementation of a simple idea – people cannot achieve better results if they do not come together as one entity.” IMAP M&A Treuhand GmbH Dr Heinz Brasic Managing Partner Tel: +4317982770-0 heinz.brasic@imap.co.at www.imap.co.at IMAP M&A Treuhand GmbH is an independent middle-market advisory firm of international M&A experts, specialising in the design and execution of global enterprise transactions in the middle market. With its international experts and M&A specialists, the firm completes transaction services for clients in areas of local and cross-border company acquisitions and divestitures, international capital raising as well as succession planning. Managing partner Dr Heinz Brasic noted: “In the past, executives too often overlooked the vital question of identity when seeking synergies from mergers and acquisitions. The psychological factors, and identity questions, that are part of any merger are key to the success of any acquisition. IMAP recently closed deals and supported integrations of Austrian targets with US and Japan based buyers – which confirmed the trend of a higher buyer attention to the postmerger integration process of the acquired targets.” In reference to studies of Prof Bouchikhi (ESSEC) and Prof Kimberly (Wharton), mergers can follow four possible paths to achieve identity integration: assimilation, federation, confederation and metamorphosis. Each path addresses two necessary questions: What should be done with the parties’ historical identities? How should a common identity for the future be built?

He added: “This may sound simple, but identity integration is often overlooked as the merger unfolds, even so, and astonishingly enough, with cross-border and cross-cultural mergers. When M&As fail to deliver promised levels of performance, it is likely due to a lack of economic synergies, and at least in part due to a lack of psychological synergies. “It is amazing how much time and money companies spend on their problem after the fact, when they could have eliminated it with a little pre-merger planning. This is where we pay a lot of attention from the very beginning in every sale and buy mandate we manage.” IMAP M&A is instrumental in underlining the importance of the time dimension in identity integration. With the goal of maximising synergies as a priority, the firm highlights to its clients that, in contrast to strategic and operational alignment, identity alignment is not a one-off task, but a protracted process. Dr Brasic concluded: “Relating to the second economic dip in the Eurozone since 2008, the M&A market in 2012 was weaker compared to 2011. However, as one of the most successful economies in the EU, Austria has never been on the brink – with its well-placed mid-market champions and global niche players. “But the types of transactions have changed over the years, as buyers in particular pay much more attention to the post-merger integration to make mergers work. More assessment is done, during the pre-merger phase, of the extent to which identity issues might preclude successful fusion. The longterm and sustainability effects of a professional post-merger integration are likely to be highly supportive to any M&A deal.” March 2015 Corporate INTL

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Route to Germany

Germany has overcome its period of cyclical weakness, according to the German Federal Ministry for Economic Affairs and Energy. After the economy more or less stagnated last summer, the indicators currently suggest that it is now picking up speed again.

Foreign direct investment in Germany

The economic situation in 2015

This is the first worldwide study of the reasons foreign companies invest in Germany. Employees from Germany Trade & Invest investigated this and other questions in 23 countries.

In the fourth quarter, industrial output expanded comparatively strongly, and both the surprisingly positive development in new orders and the much improved business sentiment are indicative of a further acceleration. The weaker euro exchange rate and the extremely low oil price are likely to have contributed towards this. Also, the labour market is continuing to develop positively. A high level of employment, rising real incomes and low interest rates are fostering a high level of consumer demand. Overall, the German government expects this year to see a decent growth rate of 1.5%, mainly driven by domestic demand. At the same time, there are risks to the economic development, in terms of Ukraine, the political development in Greece, and also the international financial and commodities markets. German foreign business is developing very positively. In December, the volume of exports rose (seasonally adjusted) by 3.4%. In contrast, imports of goods fell slightly, by 0.8%, not least due to the decline in oil prices. In the fourth quarter, both foreign sales and foreign orders rose appreciably, with the strongest stimulus deriving from the eurozone countries. The companies’ export expectations for the coming months have brightened further. The depreciation of the euro was probably a factor here, as it is significantly improving price competitiveness. Against the background of the continuing hesitancy in the recovery of the world economy, the German government expects net foreign demand only to contribute 0.1 percentage points to growth. Germany’s industrial sector has emerged from its period of weakness. Its output rose sharply, by 0.5%, in December - the fourth monthly rise in succession. There was also a 0.5% expansion in the fourth quarter as a whole. Growth was particularly registered in the field of intermediate and consumer goods, but the output of capital goods also expanded slightly in the fourth quarter. There was a positive development in industrial turnover, which expanded by 0.7% in the final quarter. There were increases in both domestic and foreign business. Furthermore, the industrial sector won more new orders in the last month of 2014 than it had in any of the preceding six Decembers. In the fourth quarter as a whole, the volume of orders was 1.8% higher than in the preceding quarter thanks to the additional demand from Germany and abroad. The main indicators of sentiment, such as the ifo business climate and the ZEW Indicator of Economic Sentiment, improved further. Overall, the indicators suggest that industrial output will expand further. In contrast, there is no sign of a turnaround in the construction sector as yet. Construction output continued to shrink in the fourth quarter. This was due to the development in the finishing trades. Overall output in the construction industry proper developed positively in the fourth quarter. However, the level of order activity in the construction industry proper has been weak since last spring. Rises in October and November suggest that it has stabilised, however. Nevertheless, the mood in the construction industry remains very good in view of the generally good business environment.

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March 2015 Corporate INTL

More than three million people in Germany owe their jobs to investment from abroad, according to Germany Trade & Invest. This represents around 10% of employees subject to social insurance contributions.

US companies investing in the Federal Republic seek German expertise especially. In terms of the number of investment projects carried out by US companies, Germany ranks fourth, significantly behind the United Kingdom, China and India. The situation is different for R&D, however. Foreign subsidiaries of US companies have invested nearly US$46 billion in R&D. The largest amount, US$7.3 billion, was invested in Germany. Market access and knowledge transfer are the main aims of Chinese investors in Germany. In its Invest in Germany handbook, the Chinese Ministry of Commerce, MOFCOM, praises German quality standards as well as German consumer and industrial brands. When it comes to greenfield projects, no country is more popular with Chinese companies than Germany. Takeovers of German companies are also prevalent: the objectives being to enter the European market and gain access to German know-how and a “Made in Germany” label. In pursuing this, the Chinese government is looking to upgrade its domestic economy. France is Germany’s most important trading partner; however Germany is only the fifth-most popular destination for greenfield investments by the country’s companies. Approximately 4,000 French company subsidiaries currently employ 344,000 people in Germany.

Deutsche Börse Group Tel: +49-(0) 69-2 11-0 info@deutsche-boerse.com www.deutsche-boerse.com

Federal Ministry for Economic Affairs and Energy www.bmwi.de

Germany Trade & Invest Tel: +49 30 200 099-0 www.gtai.de


Route to Germany

Civil Law DIEM & PARTNER (D&P) was formed in 1993. The firm’s core practice focuses on domestic and international corporate and commercial law. It has developed specific expertise in providing legal advice for companies of any size in the fields of high-tech, producer goods, banking and finance, building and construction, international trade, in all fields of domestic, cross-border and international civil law. “Our firm ensures continuity and competent legal advice for all of our clients by assigning a specific attorney to oversee each matter from inception to conclusion,” said Frank E. R. Diem, senior partner. “In case of a respective necessity he will involve our civil law department, which offers the complete range of client’s needs – from the structuring of contract management, over drafting and implementation of contracts up to litigation and compulsory execution – and will take care of the client in each phase of such project/case.” Mr Diem believes that the firm distinguishes itself from other small to midsized law firms by offering clients a broad international representation. It can provide its services throughout the most important jurisdictions worldwide. D&P can represent clients from Germany to France (and vice versa) through its dually licenced attorneys. In Turkey, the firm provides a subsidiary with Turkish legal staff. It is closely linked to domestic firms with local know-how in Morocco, Algeria and Tunisia. The firm handles matters in other jurisdictions through its cooperation with reliable and competent law firms that commit to D&P’s principles of how to act for specific clients. Discussing the complexities associated with civil law in Germany, Mr Diem noted that companies from abroad sometimes find it hard to understand why codified rules lead to completely different results from those in common law countries. “For example: the so called “abstraction principle” which distinguishes between the act of buying/selling from the transfer of legal ownership, is rather unique in the world,” he elaborated. “Therefore it is very important to explain to the client in advance what he will have to expect and what he could do to prevent bad surprises.”

DIEM & PARTNER Frank E. R. Diem Senior Partner Tel: +49 711 22854 51 fdiem@diempartner.de www.diempartner.de

Looking ahead, Mr Diem expects further regulations in the field of data protection. As a result, he believes that it will become more difficult for internet-dealers to collect sufficient information on the credit-worthiness of potential customers. “We also have to be aware of some new developments in the regulation and classification of virtual goods in European civil law,” he continued. “As nobody in the private legal market has sufficient information about the particular intentions of the European legislator we unfortunately are not in a position to mention about impact of such pieces of legislation. “As economy in Germany is facing a time of depression (inflation is currently less than 0,2 %) we expect less investment in producer goods, which is normally followed by increasing numbers of dismissals and cases of insolvencies of small and midsize companies. Such scenarios make us expect a growth in the litigation department much more probably than in the area of M&A,” he concluded.

Employee Benefits Law With respect to German clients, the firm provides advice and drafts all kinds of fringe benefits or employment benefits programmes, including, but not limited to, stock option programmes and shadow shareholding. Dr Ulrich Schnelle Partner Rechtsanwälte Haver & Mailänder Tel: +49-(0)711-22744-27 us@haver-mailaender.de www.haver-mailaender.de

Haver & Mailänder is a medium-sized independent German law firm with a strong international background and a considerable number of international clients. In the field of employment benefits, the firm offers services for international and German clients. For international clients, the focus is on making certain programmes, in particular, Stock Option Programmes or related programmes compatible and compliant with Germany law. Moreover, the firm can advise on all aspects of German law that are typically entwined with such programmes. These may include tax law issues, corporate and employment law matters, as well as matters of the applicable law and the enforcement. “Our firm provides in particular the review of employment stock option programmes and similar incentive plans which are governed by foreign law and which are issued by foreign parent companies,” explained Dr Ulrich Schnelle, LL.M., partner. “It is our task to make such programmes compliant with German law and to see to it that they are enforceable not only in Germany but also for the issue of such a programme in its home country.”

“Technically, the most interesting feature is the drafting of programmes of this kind for companies, in particular medium-sized businesses, which are not organised in the form of a corporation and where normally, the employees are not shareholders of their employer,” added Dr Schnelle. Commenting on the key considerations an employer should bear in mind in terms of employee benefits, Dr Schnelle explained that they would have to implement such employee benefits in a non-discriminatory way. “He should also see to it, however, which is difficult, that he can withdraw or at least suspend the performance of such benefits in times of economic or financial difficulties of the company,” he elaborated. “In general, an employer should bear in mind that once such benefits have been granted and have been given to the employees, the withdrawal is only possible by way of negotiations with the Works Council or by individual agreement. Some employee benefits, such as maternity leave, are statutory. On the other hand, certain incentives are necessary in order to successfully recruit skilled employment.” Dr Schnelle stated that the law relating to employee benefits in Germany is essentially based on directives issued by the European Union, in particularly as far as stock option programmes and similar programmes are concerned. “Germany law offers the possibility of having quite a number of employee benefits and there is a clear tendency in the legislation to protect the employees against the withdrawal of such benefits rather than to allow the employer to change or even withdraw such benefits in cases of economic or financial difficulties of the company,” he concluded.

March 2015 Corporate INTL

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Route to Germany

Corporate IP Patentanwälte Maikowski & Ninnemann Dr Gunnar Baumgärtel Partner Tel: +49 (0)30 881 81 81 office@maikowski-ninnemann.com www.maikowski-ninnemann.com Maikowski & Ninnemann is a patent attorney firm with offices in Berlin and Munich and strong expertise in all areas of intellectual property protection. The firm advises on all questions and concerns relating to industrial property rights, inventions, trade marks and designs, as well as the enforcement and utilisation of rights. Dr Michael Maikowski founded his patent attorney firm in the former West Berlin in 1977. Detlef Ninnemann, who had his own firm in Bremen, joined Dr Maikowski in 1989 to form a joint patent attorney firm – Maikowski & Ninnemann. Dr Wolfram H Müller, Dr Gunnar Baumgärtel, Prof Dr Felix Gross, Dr Christoph Schröder and Dr Fabian Sokolowski joined as partners in 1995, 1998, 2000, 2010 and 2012 respectively. Currently, 13 patent attorneys and European patent attorneys work at Maikowski & Ninnemann. The firm’s most important services are advice on inventions, trade marks, designs, know-how, software and licences; advice on the law regarding employees’ inventions; prosecution and litigation of patents, utility models, design patents and trade marks. The firm practises nationally in Germany, regionally in Europe, and internationally in all countries and regions throughout the world.

The patent attorneys at Maikowski & Ninnemann are experienced in all areas of technology. They have broad knowledge and experience in physics, including: optics and light technology (such as optoelectronics, cameras, telescopes and lasers); medical systems technology; medical imaging and measurement technology. Electrical engineering is another area they are proficient in, including: electronics; telecommunications; semi-conductor technology, measurement and control technology; and medical technology. Also, the attorneys have vast experience in mechanical engineering, including: mechanics and mechatronics; plant engineering and shipbuilding; chemistry, biochemistry and biotechnology; and software. The firm has represented clients before the German Patent and Trademark Office, the European Patent Office, the German Federal Patent Court, the Office for the Harmonization of the Internal Market in Alicante and other international offices regarding intellectual property protection, as well as before the courts of law. The firm has also participated in patent and trade mark infringement suits before the civil courts, in regular law suits and in preliminary injunction suits, in addition to invalidation suits before the German Federal Patent Court and the German Supreme Court; monitoring and administration of property right portfolios. Moreover, the firm handles patent, trade mark and design searches and patent translations. Dr Gunnar Baumgärtel, partner, noted: “From the beginning, the firm’s policy has been to provide direct contact between client and intellectual property expert to allow the highest levels of efficiency, and guarantee optimal strategies for protecting clients’ intellectual property. The highproficiency standard at Maikowski & Ninnemann will be retained in the future: only those who received their professional training at Maikowski & Ninnemann will become new partners of the firm, guaranteeing the high internal quality and proficiency level.”

Life Sciences Law Peter Homberg is a partner in Dentons’ Frankfurt office and heads the German Life Sciences Practice Group. He specialises in life sciences, IP and corporate law. Mr Homberg is a member of the Licensing Executive Society (LES), the German Association for Intellectual Property and Copyright (GRUR), the German Institution for Arbitration (DIS) as well as Pharma-Lizenz-Club Deutschland e.V.. Mr Homberg regularly holds lectures at seminars and conferences, among others, at the Management Circle (e.g. “IP-Stipulations in cooperation agreements”) or the Marketing Conference of Medical Technology (e.g. “Update on Therapeutic Products Advertising–Latest Law on Marketing of Medical Technology and Medical Devices on the Basis of Case Studies”). He is also author of numerous professional articles and other publications regarding corporate or IP law in the field of life sciences. Mr Homberg described Dentons as a global law firm driven to provide clients a competitive edge in an increasingly complex and interconnected world. “A top 20 firm on the Acritas 2014 Global Elite Brand Index, Dentons is committed to challenging the status quo in delivering consistent and uncompromising quality in new and inventive ways,” he commented. Dentons was formed by the combination of international law firm Salans LLP, Canadian law firm Fraser Milner Casgrain LLP (FMC) and international law firm SNR Denton. Dentons’ clients now benefit from approximately 2,600 lawyers and professionals in more than 75 locations spanning 50-plus countries across Africa, Asia Pacific, Canada, Central Asia, Europe, the Middle East, Russia, CIS and the Caucasus, the UK and the US. The firm serves the local, regional and global needs of a broad spectrum of clients, including private and public corporations; governments and government agencies; small businesses and startups; entrepreneurs; and individuals. In Germany, in its two offices in Berlin and Frankfurt/Main, the firm advises clients in all key areas of commercial and tax law. 38

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Peter Homberg Partner Tel: +49 69 45 00 123 11 peter.homberg@dentons.com www.dentons.com “Dentons’ Life Sciences experts in Germany advise on project-related transactions, or alternatively as an “outsourced legal department”, with deep industry-specific knowledge, creativity and years of expertise to ensure their clients’ success,” added Mr Homberg. “Whether licensing deals or regulatory issues relating to the drug advertising law–as part of a team of over 80 lawyers and tax consultants in Germany, Dentons provides companies in the areas of pharmaceuticals, diagnostics, biotechnology and medical devices with a future-oriented and interdisciplinary legal advice.” Discussing regulatory developments, Mr Homberg noted that the new EURegulation 536/2014 on Clinical Trials stipulates that all information in the EU database submitted in the clinical trials application and during the assessment procedure shall be in principle publically accessible unless the confidentiality of the information can be explicitly justified. “This will have a significant impact on the publication of future results. Dentons will work closely together with its clients in this area to establish strategies to avoid the publication of confidential information, trade secrets or the like,” he concluded.


North America

Europe

Asia

www.winston.com


Route to Greece Greece’s economy has undergone a severe recession since the debt crisis began in 2010, with the economy over a quarter smaller now than it was then. Two international bailout programmes in 2010 and 2012 have provided a total of around €240 billion (£178 billion) in financial aid to Greece. Attached to these loans have been stringent conditions designed to reduce the budget deficit and improve economic competitiveness.

The cyclically adjusted budget surplus – which measures the government’s fiscal tightening -- moved from 5.7% in 2013 to 6.0% of GDP in 2014, or just 0.3 percentage points. In the three years prior, the adjustment had been 3.2% of GDP (2012-13), 3.8% of GDP (2011-12), and 5% of GDP (2010-11). The paper states: “It should be obvious that this huge drop-off in fiscal tightening would be the main cause of the return to growth”.

A UK Parliament briefing paper, published in February 2015, noted that against this backdrop of continued severe economic and social pain, the left-wing Syriza party, who promised to reject the austerity measures, won the January 2015 election beating the incumbent centre-right New Democracy party. With the expiration of the current financial assistance programme approaching on 28 February 2015 and the solvency of Greek banks under threat, the Greek government appeared to back down from most of its demands in order to secure an extension until the end of June.

The paper describes the considerable economic and social costs of Greece’s adjustment, with output down by about 26% and unemployment currently at 25.8%, with youth unemployment at 49.6%. “Nominal wages have fallen by 16% in the private sector …and by 23.5% overall. The government has laid off about 19% of its work force.” Yet the IMF forecasts more hardship in the years to come, projecting unemployment to be 15.8% in 2018 – a decade after the crisis began – and in 2019 for Greece to be more than 9% below its pre-crisis GDP of 12 years earlier.

A successful implementation of this deal will result in around €7 billion (£5.2 billion) in financial assistance to Greece. This will likely occur after the end of April when economic reforms put forward by Greece will need to be approved by its creditors (the other eurozone member states, International Monetary Fund and the European Central Bank).

Greece’s current recovery is fragile, and mandated large primary budget surpluses and other austerity measures will continue to be a drag on economic growth, the report explains.

In the meantime, Greece still faces questions over whether it will have the means to make debt repayments that are due in March and April. A solution to this problem is considered likely but a longer-term agreement to secure Greece’s future is far from certain. The question of whether Greece will stay or leave the eurozone is far from settled.

Better Macroeconomic Policies to Exit from Mass Unemployment A new report from the Center for Economic and Policy Research (CEPR) finds that Greece will need a fiscal stimulus if it is to emerge from years of mass unemployment in the near future. The paper, “The Greek Economy: Which Way Forward?” by Mark Weisbrot, David Rosnick and Stephan Lefebvre notes that after six years of recession, Greece has completed one of the largest adjustments in the world, with import spending falling 36% and the government achieving the largest cyclically adjusted primary budget surplus in the eurozone. “The adjustment is done, with the majority of the Greek people having paid a terrible and mostly unnecessary price for it,” CEPR Co-Director and lead author of the paper Mark Weisbrot said. “Now there needs to be a program to restore employment, instead of the current program which promises mass unemployment for years to come.” Media reports and economic forecasts have been upbeat about the return to positive GDP growth in Greece in 2014, currently estimated at 0.6%. But the report cautions that “Greece’s return to growth last year was not a result of any success attributable to the policies implemented since the economy went into crisis, but rather to the end of the fiscal consolidation”. 40

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“There are policy measures that can lead Greece out of this dark period and into a sustained, robust recovery, but these are not the ones that the European authorities have imposed on Greece,” Weisbrot said. “Rather, these would be options that have worked in other countries experiencing similar crises and recessions: most importantly, an economic stimulus to replace lost private sector demand.” Weisbrot noted that the European Central Bank could help Greece’s recovery with its new quantitative easing program, by buying Greek sovereign bonds and keeping its interest rates low, as well as other measures to ensure financial stability.

ATHEX GROUP - Athens Exchange Group Tel: +30 210 336 6616 investor-relations@athexgroup.gr www.helex.gr

Hellenic Venture Capital Association info@hvca.gr www.hvca.gr


Route to Greece

IP Law The law firm ‘Marinos-Katsas-Liaskos & Partners’, under the guidance of Prof. Dr Michael-Theodoros Marinos, is specialised in the area of commercial, business and public law. The firm possesses a multifaceted and long practical experience in all areas of commercial and financial law. Marinos-Katsas-Liaskos & Partners provides a wide range of legal services covering all areas of commercial and business law. The firm’s client list contain both domestic (Greek) and international corporations, including companies involved in energy, telecommunications, food industry and information technology and electronics, professional associations and public enterprises as well as high net worth individuals. Moreover, the firm provides specialist legal advice to other legal firms or groups of lawyers both in Greece and abroad. Other areas of expertise include intellectual property law, insolvency law, company law, banking and capital market law, competition law, contract law, energy law, aviation law as well as the law of privatisations. “We place great emphasis on IP rights protection, including trademarks, patents, data bases, software and domain names, technology transfer, as well as intellectual property litigation especially before the Greek Supreme Court,” said Dr Evaggelos M. Liaskos, partner.

Marinos-Katsas-Liaskos & Partners Dr Evaggelos M. Liaskos Partner Tel: (+30) 210 3600680 v.liaskos@mklpartners.gr www.mklpartners.gr

All partners and associates of the firm have completed post-graduate studies in Greece and/or abroad, while several have practiced law outside the boundaries of Greece. Moreover, the firm is a member of an international association of law firms – LEXWORK - engaged in commercial and business law. “Our firm strives to serve client needs by providing high quality and efficient services, as well as practical solutions with commercial flair thus adding value to the clients’ business, even in the most complicated transactions and agreements,” concluded Dr Liaskos.

“It is to be noted that our experience and expertise in these fields has contributed to our firm’s recognition as one of the top IP law firms in Greece.”

Patent/Trademark Law Dr.H.Papaconstantinou – J.V.Filias & Associates SA Dr Helen Papaconstantinou Head Partner Tel: +30 (210) 3626624- 3625757 -3612389 – 3622724 mail@hplaw.biz www.iplawconsulting.biz Over the past six years, Greece has been experiencing a serious economic turmoil. It appears that the economic crisis, which inter alia resulted in significant public sector cuts, has been one of the main reasons that led to an observed increase in counterfeiting and a respective decrease in related law enforcement activities. On the other hand, resent legislative developments in Greece, concerning trademarks, reflect the intention of the country to update and modernise its legislative framework within a coordinated effort to overcome recession. Apart from harmonising the related legislation with IP Enforcement Directive 2004/48 and CTM procedures, Greece has initiated the Hellenic Trademark, which is currently in function as far as dairy products and alcohol are concerned. The launch of a new system for the electronic filing of Trademarks has also been an effort towards this direction. The main sectors where IP rights protection is a prime objective in Greece are pharmaceutical industry, electronics, software, fashion, food and beverages. The long established and continuous presence of global brands in the Greek market render the protection of IP rights, as well as addressing any infringement thereof, to a point of paramount importance in a very competitive and challenging environment. Having in mind the above reality, it is our firm’s belief that it is absolutely necessary that IP right owners primarily build a preventing strategy, involving efficient monitoring systems. For example, establishing a Customs Watch

System, which, through a simple procedure enables IP right holders and / or their representatives to receive notification by the Central Customs Directorate when suspected infringing goods are intercepted, is one of the most effective ways in this respect. Being conscious of the current extremely demanding environment, our firm provides its local and overseas clients with tailored advice, developed and implemented effective anti-counterfeiting strategies and, based on its excellent network of investigators and other experts, ensures that such programmes really work. While our team of lawyers strategically and effectively litigates such cases through trial, they are very experienced in devising and establishing policies leading to both successful and cost-effective outcomes, short of litigation. Our practice has been over the years specialising and advising extensively in all aspects of IP law, including portfolio management of patents, trademarks, domain names, designs and SPCs. Our teams of specialists also provide services related to in depth consultancy. Indeed, they possess not only significant experience and expertise, but they are also flexible and able to adapt in the most efficient manner to new demands that arise in both traditional, as well as all modern IP sectors. Our office also undertakes all contentious and non contentious legal work in these areas, as well as in copyright, anti-trust, anti-piracy/ anti-counterfeiting/ customs procedures, internet law, franchising & contract law, commercial law, trade regulation, competition law, consumer protection & advertising law and ADRP procedures. Our firm’s lawyers, being familiar with the intricacies of the Greek legal and business environment, are not only accomplished legal ‘technicians’, but are also devoted to understanding their clients’ needs and business and provide them with individual, personalised attention. Responding in a swift and efficient way to the increasing needs of corporate and individual clients, they continuously adapt to changes in the market and the regulatory environment. Moreover, being very conscious of the global economic reality, our offices have adopted a sensible approach to cost-effectiveness, and our team does its best to control costs without compromising our high-quality services in any way. March 2015 Corporate INTL

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Bombay Stock Exchange Tel: +91-22-22721233/4 www.bseindia.com

Route to India The Indian economy stands at crossroads that could take it from a slow bumpy lane to a faster highway, according to the Reserve Bank of India’s Annual Report 2013-14. The report notes that some acceleration is likely in 2014-15 that could take the growth to around 5.5%. Deficiency in rainfall during the 2014 monsoon season so far poses some downside risks, but overall growth in 2014-15 is likely to be better than previous year with likely revival in industrial and construction activities. The improvement in the monsoon since mid-July will also help contain crop output losses. With greater political stability and a supportive policy framework, investment could turn around. The economy is poised to make a shift to a higher growth trajectory. Enabling this shift in gear requires policies in support of sustainable growth. The economy had to face serious challenges to stability in 2013-14 emanating from exchange rate pressures amid capital outflows, persistence of near double digit inflation, fiscal imbalances and a decline in investment. This prompted the Reserve Bank and the government to take several measures to stabilise the economy. Monetary and fiscal policies, therefore, need to maintain caution during 2014-15 so that the gains in macro-stability are preserved and the disinflationary momentum gathers traction. In the near term, the objective of macroeconomic policies should be to secure a sustainable recovery.

Business Knowledge Resource Online www.business.gov.in Indian Venture Capital Association Tel: +91 11 4616 0389 aakriti@indiavca.org www.indiavca.org The year 2014-15 has begun on a promising note. Index of Industrial Production (IIP) growth is beginning to look up, while inflation on an average, so far, has been lower than in the corresponding period of the previous year. Monetary policy is providing a more stable environment in terms of interest rates, liquidity and credit conditions, with tangible efforts to improve resource flow to productive sectors. The latter includes cuts in statutory liquidity ratio (SLR) and exemptions from regulatory pre-emptions such as cash reserve ratio (CRR), SLR and priority sector lending (PSL) for issuing long-term bonds to finance loans to infrastructure and affordable housing. The Union Budget aims to keep the economy on the path of fiscal consolidation. However, strict adherence to fiscal discipline to avoid overshooting of expenditures and concerted efforts to mobilise tax and non-tax revenues, as also strong efforts on non-debt capital receipts will be necessary to attain these fiscal targets. Export growth has improved, while capital inflows remain adequate. Further, there has been a healthy accretion to foreign exchange reserves that helps insulate the economy against prospective shocks that may be transmitted onshore. The spike in global oil price following the civil war in Iraq was transitory. Upside risks to the oil prices, however, remain in the event of underlying geopolitical tensions resurfacing more strongly in the Gulf region. Overall, the exchange rate has been stable so far in 2014-15.

M/s. Crawford Bayley & Co.

Capital Markets Law Crawford Bayley & Co, an international firm based in Mumbai, is one of India’s oldest and best known law firms. It was established in 1830. The firm ranks within the top 15 law firms in India. IFLR 1000, the guide to the world’s leading financial law firms, has listed it as a Tier 3 firm in capital markets. It has a team of 150 dedicated staff, including 12 partners, more than 100 associates and 15 paralegal personnel, as well as a supporting staff of more than 75 individuals. The firm provides corporate and commercial law services. Its practice areas include: mergers and acquisitions, capital markets, joint ventures and foreign collaboration, privatisation and disinvestment, banking and corporate finance, intellectual property law, litigation and dispute resolution, real estate and property law, indirect taxation, labour and employment, admiralty and shipping law, information technology, e-banking, and e-commerce. Besides these, there are many more legal services that Crawford Bayley provides for its international clients worldwide. The firm’s partners and several of the assistants have decades of extensive legal experience and have been advising various leading Indian and foreign companies on a vast variety of matters. The firm is consistently engaged by India’s biggest corporate houses, as well as major multinational corporations. When the Indian market liberalised in the early 1990s, Crawford Bayley was the firm of choice for international clients. The firm is actively involved in representing its clients on a multitude of matters before various Indian courts, tribunals, forums and regulatory authorities. Its two fundamentals are ‘trustful and worthy services’ while serving potential clients.

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M/s. Crawford Bayley & Co. Sanjay Asher Senior Partner Tel: +91 22 2266 3353 sanjay.asher@crawfordbayley.com

Sanjay Asher, Crawford Bayley & Co. senior partner, is a solicitor and a chartered accountant. He has more than 23 years’ experience in the field of M&A, cross-border M&A, joint ventures and capital markets, and advises large, medium and small business enterprises on these areas. Mr Asher was an invitee to the committee formed by the Indian Department of Disinvestment for standardising the transaction documents to privatise the public sector enterprises of the government of India. In addition, he has been a speaker at various seminars and conferences organised by the Institute of Chartered Accountants of India, Institute of Chartered Secretaries of India, Bombay Chamber of Commerce and Industry, Indian Merchant Chambers and International Financial Law Review. He has also authored several articles published in national and international publications.


Fortitude Law Associates

Route to India

Corporate Law Fortitude Law Associates is a full service law firm where lawyers from diverse backgrounds have integrated their intellectual capital to provide clients with well rounded and effective legal advice. It focuses on representing clients with business interests in India on all aspects of Indian laws and regulations affecting their industries. Its core practice areas include corporate & securities law, competition law, mergers & acquisitions, JVs & restructuring, general commercial law, international tax, litigation & dispute resolution, fund formation, fund investments, capital markets, employment, HR and intellectual property. The firm’s specialised industry niches include financial services, education, IT and telecom, education, pharma and life sciences, media and entertainment, real estate and infrastructure. Fortitude Law Associates’ lawyers are recognised for their commitment to the representation of clients’ interests. Rahul R Mahajan is an Indian corporate lawyer who advises on mergers and acquisitions, securities laws, financing laws, telecommunications and IT regulations, investment regulations, entry strategies for multinationals, and general corporate and commercial laws. He has negotiated and advised on multi-jurisdictional joint venture and shareholder agreements, technology transfer agreements, financing documents, investment agreements and corporate due diligence matters and public tender offers. Mr Mahajan has represented companies in various industries such as aviation, banking, veterinary science, entertainment media, software technology, satellite, telecommunications, textiles and venture capital funds. He is admitted to the India Bar Association, and is fluent in English, Hindi and Punjabi. The firm specialises in strategic legal and regulatory advice coupled with industry expertise in an integrated manner. It focuses on niche areas where it provides significant value and is invariably involved in select highly complex, innovative transactions. Its key clients include marquee repeat Fortune 500 clientele, of which more than 60% are US corporations.

Fortitude Law Associates Rahul R Mahajan Lawyer Tel: +91 22 4356 5114 rmahajan@fortitude-law.com

One of Fortitude Law Associates’ recent cases involved advising on the structuring and settlement of the 49% equity interest of Aventis Pharma Limited in Chiron Behring Vaccines Private Limited, the manufacturer of the anti-rabies vaccines Rabipur. It also advised on the structuring and setting up of project management institutes in India, as well as advising Tata Teleservices, a telecom cellular company, on the demerger of its passive infrastructure business. Further, the firm drafted a business transfer agreement for the acquisition of animal heath care assets of Wockhardt Ltd, as well as being involved in the financing of the acquisition, advising on corporate, tax and regulatory issues. It was also involved in the acquisition of 26% shares held by SAK Industries Limited in Widia (India) Limited, a public Indian company, including giving advice on securities laws issues. Fortitude Law Associates’ goal is to be the firm of choice for clients with respect to their most challenging legal issues, most significant business transactions and most critical disputes.

Employment Law employment-related and compliance issues, as well as day-to-day support for their human resources department and in-house counsel teams. RDA Legal Avik Biswas Partner Tel: +91 (80) 41140622 avik.biswas@rdalegal.in www.rdalegal.in RDA Legal, while being a full service law firm in India that provides legal advisory, transactional legal services, and litigation support on all aspects of Indian civil, corporate and commercial laws, is however one of a small group of law firms in India which has a dedicated group of attorneys servicing clients only on issues relating to employment law. The Employment Law Practice Group provides a variety of services which range from drafting employment contracts, employee policies, employee communications, conducting reduction-in-force exercises, executing standalone internal disciplinary procedures to carrying comprehensive employment law audits, handling instances of sexual harassment at the workplace for its clients, providing exhaustive legal opinions on specific points of employment law and assisting the HR departments of corporations in their daily operations. The Practice Group’s attorneys are cognisant of its clients’ obligations as employers and recruiters and the criticality of retaining and managing the right people. Clients approach the firm to assist in management of employment risks at all levels in addition to providing strategic, board-level advice on crucial

The Employment Law Practice Group of RDA Legal is led by Avik Biswas (partner), across all of its four offices nationwide. Mr Biswas joined RDA Legal in January 2013 as the partner in charge of the operations of the Bangalore office, in addition to leading the Employment Law practice of the firm. Mr Biswas has been ranked by Chambers and Partners, since 2012, as one of the highly recommended employment lawyers of India. Mr Biswas is particularly well known for his employment law practice across all industry sectors and is also very well regarded for his strategic advice to the HR functions of multinational corporations in relation to risk mitigation/ management and related best practices to follow in Indian markets. Prior to RDA Legal, Mr Biswas has had the benefit of working both in an in-house team of one of India’s largest technology companies as well as in one of the largest full-service law firms of Bangalore wherein he started their employment law practice. While Mr Biswas’ work primarily revolves around all facets of employment law, he also frequently advises and assists foreign corporations in entering Indian markets and setting up their local operations across India. When asked to comment about the firm and his team of employment lawyers, Mr Biswas had this to say: “Our young, dynamic and motivated team is focused on providing solution-oriented advice in an efficient and cost-effective manner to clients, based on an understanding of the clients’ business needs. We pride ourselves in exceeding client expectation in terms of responsiveness, cost and quality.” March 2015 Corporate INTL

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Route to India

S.MAJUMDAR & CO. www.patentindia.com •

S. Majumdar & Co. was set up in 1993, with the vision to promote and protect Intellectual Property Rights.

Leading Intellectual Property Law firm in India, specializing in the practice of all branches of IP Laws including Patents, Trademarks, Industrial Designs, Copyrights, Trade Secrets ,Domain Names, Geographical Indications, Recordal and Enforcement of IP With the Customs Office, Licensing and Investigation.

Manned with professionals in diverse areas of technology like engineering, telecommunications, software, electronics, chemistry, pharmaceuticals, life sciences

Filed the maximum number of pre-grant and post grant Patent Oppositions in India under the new law of 2005 , with a success rate of more than 80%

The firm has prosecuted in excess of 8000 patent applications in diverse areas of technology with a success rate of more than 97%. KOLKATA:

cal@patentindia.com

MUMBAI:

bom@patentindia.com

DELHI :

del@patentindia.com

HYDERABAD:

hyd@patentindia.com

M&A Law PSA is a full service business law firm. The nature of the firm’s work expands across the entire gamut of corporate commercial advice, be it in M&A, competition, contracts or day-to-day activities after a transaction has closed. According to Priti Suri, founder-partner, the key factor that distinguishes the firm is that its team understands the different industry nuances which, in turn, makes it easy to blend legal advice with commercial realities. “Additionally, clients get the benefit of speed, high degree of responsiveness and almost an ‘in-house’ support and a high degree of partner time as well who get involved in the details and do not remain on the periphery,” she commented. Commenting on current M&A activity in India, Ms Suri stated that deals are slow but starting to pick up momentum, particularly in the manufacturing sector. She believes that, with a new government and signs of revival in the economy, the legal landscape for Indian M&A promises to be progressive and facilitatory in nature. “2014 pictured bullish trends in the M&A activity and a large credit is owed to the existing regulatory regime,” she explained. “There is no specific single legislation, but both industry specific laws (Banking Regulation Act in banking and finance industry, Department of Telecommunication guidelines for telecommunication transactions) and general M&A law spread over a plethora of legislations (such as Companies Act, foreign exchange and FDI policy, Competition Act, SEBI Takeover Code, as well as tax laws) have to be considered.” Ms Suri noted that M&A is subject to regulations on deal size from a sectoral and foreign investment perspective, restrictions under listing agreement, potential adverse effects on competition in India, payment of income tax and stamp duty. 44

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PSA Priti Suri Founder-Partner Tel: +91.11.4350.0500 p.suri@psalegal.com www.psalegal.com

“The Companies Act, 2013 (though the provisions regarding mergers and amalgamations are yet to be notified) aims at facilitating single window clearances for court driven mergers, small mergers and amalgamations, outbound mergers, fast track mergers and minority protection,” she elaborated. “The FDI policy over the past few years has been largely amended to allow 100% FDI in most sectors under the automatic route while imposing entry conditions under approval route in sectors like defence, retail trading, and prohibiting FDI in very limited sectors such as atomic energy, chit fund business. “Tax exemptions are available for demergers, amalgamations and slump sale, subject to certain conditions. Beyond a certain threshold of turnover and asset value, M&A require clearance from competition authorities. In the context of differences, comparison may be drawn with China which has attracted the largest volume of FDI in 2014 and is governed by one piece of codified legislation,” she concluded.


Route to Japan The Japanese Government has taken a big step forward to revitalise the country’s economy, according to Kazunori Ozaki, chairman of the Japan Venture Capital Association. One of its vital strategies is to metabolise the country’s industries through a surge of innovations as well as the “Veturisation” of all its industries. In pursuing “Venturisation”, all the existing large enterprises are encouraged to recollect the venture spirit in their founding days, and innovate themselves as venture firms. “The spirit underlying the words by John F. Kennedy ‘Those who dare to fail miserably can achieve greatly’ is what all the businesses in Japan, though it may accompany grave pains, must overcome as an important challenge,” said Mr Ozaki. He believes that the essential keys to the success of this challenge are the explosive growth of the venture firms and the abundant inflow of risk-money to support them. “The system to provide venture funds finely and smoothly, that is the venture capital industry, is required more than ever to fulfil its role,” he commented. “The structure in which superior venture capitals support and provide funds to the entrepreneurs will, in effect, push up the country’s business start-up ratio to 10%, encourage continuous flow of venture startups, and become the driving force for the new economic growth of Japan.”

Long-term united efforts must be made by the whole country for Japan to expand international business, including SMEs and rural areas. Japan must create a well-functioning cycle of international business where excellent human resources and technology gathered from abroad by offering attractive investments into Japan creates innovation, which will then encourage Japanese companies to develop business overseas. It is necessary for Japan to develop the business environment through economic partnerships such as the TPP or RCEP. Also Japanese society and companies must be reborn as a base for international business circulation by means of new intellectual property strategies including protection of trade secrets, highly skilled Japanese professionals brought in through brain circulation, and diversity of business encouraging active performance by foreign students.

Japan External Trade Organization Tel: +81 03-3582-5511 www.jetro.go.jp

Making Japan a base for international business circulation In order to achieve the government’s growth strategy and for the Japanese economy to keep growing, the Japan External Trade Organization believes that it is necessary that Japan be a base for international business circulation both outbound, such as exports or outward direct investment, and inbound, such as tourism or inward direct investment. At the same time, the established circulation must be maintained.

Japan Venture Capital Association www.jvca.jp

JPX – Japan Exchange Group www.jpx.co.jp

Corporate Governance Law Anderson Mori & Tomotsune Keita Tokura Partner Tel: +81-3-6888-5842 keita.tokura@amt-law.com www.amt-law.com/en Anderson Mori & Tomotsune (AM&T) is regarded as one of Japan’s leading independent law firms with a strong international focus. Over 60 years, the firm has been providing the highest quality legal advice to its international clients across the full spectrum of the law. Our corporate governance advice includes recommending the appropriate framework for directors to make their decisions in order to satisfy their duties. We also regularly provide advice with respect to special board and management issues, such as conflicts of interest, and related party transactions. We are experienced in advising listed corporations with respect to the preparation of various internal compliance and risk management manuals and the development and implementation of robust internal control systems, all tailored to fit the particular circumstances of an enterprise. We distinguish ourselves from other competitor firms by our abundant experience in advising both corporates and investors in various transactions involving corporate controls with experience not only in the assistance of domestic corporate clients on defence tactics against hostile takeover attempts, but also in guiding international acquirers/shareholders on procedures, such as shareholder proposals at shareholders’ meetings.

Japan is in the middle of “governance reforms”. In June 2014, the Prime Minister Shinzo Abe announced the revised “Japan Revitalization Strategy - 10 Key Reforms”, one of which is to enhance corporate governance of Japanese companies. In February 2014, the Financial Services Agency published a Japanese version of the Stewardship Code, which is designed to enhance the quality of “engagement” between asset managers and companies. The amended Companies Act of Japan, which will come into effect on May 1, 2015, is expected to reinforce transparency and effectiveness of the governance of Japanese companies. Over the years, there have been contentious discussions in Japan with regard to whether a listed company should be required by law to have a certain number of non-executive directors. However, these discussions did not ultimately lead to the inclusion of such an obligation in the amendments to the Companies Act. Instead, the amended Companies Act adopted a new “comply or explain” rule, under which reporting issuers (notably, listed companies) with no non-executive directors on the board must explain “why the company believes that having outside directors is not appropriate.” This rule may, in effect, encourage or even force listed companies to adopt nonexecutive directors. Furthermore, Tokyo Stock Exchange will introduce a new “comply or explain” based Corporate Governance Code for listed companies. The code (currently in draft format) requires, inter alia, that the listed companies have at least two independent directors in its board. As of July, 2014, only 21.5% of the TSE listed companies (first section) have two or more independent directors, so many companies will be forced to introduce more independent directors or “explain” why they do not comply. March 2015 Corporate INTL

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Employment Law Kusunoki & Iwasaki Michiya Iwasaki Partner Tel: +81-3-6402-4575 iwasaki@k-i.jp www.k-i.jp Kusunoki & Iwasaki has extensive experience in labour and employment matters, including a number of matters involved with foreign based clients. “Based on such experience, we are aware of the issues with which foreign clients are usually not familiar among Japanese labour law systems due to the uniqueness of the Japanese laws and we are able to provide truly practical solutions,” said Michiya Iwasaki, partner. In Japan, there are labour unions known as “Joint Unions (Goudo-Rouso)”, which even one employee is able to participate in as a member. Mr Iwasaki noted that it is not uncommon for such a union to suddenly send a letter to an employer, claiming that they must have a collective bargaining session with the union to negotiate issues between the employer and employee. “It is generally difficult for companies to advantageously handle the negotiation with unions if they do not have any experience in dealing with unions,” explained Mr Iwasaki. “Sometimes, we find cases that employers are not aware of the right of the union under the Labour Union Act and commit unfair labour practices prohibited by the act.

“We can provide training for the person in charge to negotiate with the unions in order to avoid unfair labour practices. Also, we can participate in collective bargaining sessions representing the employer.” Mr Iwasaki observed that, in recent years, companies are becoming more and more conscious about problems caused by working long hours and are making sincere efforts to reduce overtime work. “This could be attributed to the fact that lawsuits regarding unpaid overtime allowances, or damage claims by death or suicide caused by overwork are increasing and such disputes are extensively quoted in the media, as well as the unchanged trend of the strict inspection for overtime allowances led by the Labour Standards Inspection Office,” he added. “Most of companies acknowledge that overtime work can be a serious risk for them which would harm their reputation or would lead to financial damages.” Mr Iwasaki believes that disputes over the working conditions of part-time and fixed-term employees will increase and, as a result, the firm will be facing a number of request to advise on this issue. “In Japan, it was taken for granted that there were differences between the working conditions of ordinary employees and those of part time employees or fixed term employees,” he continued. “However, the first court decision which ordered the employer to pay to the part-time employee the damages caused by the unbalanced treatment compared with that of ordinary employees was made at the district court in December 2013. “Arising from the influence of such decision in addition to the recent amendments of the Part-time Labour Act and the Labour Contract Act regarding the requirement of the balanced treatment between ordinary employees and fixed term employees or part-time employees under certain conditions, it is highly likely that such disputes will increase,” he concluded.

Hiratsuka & Co.

Shipping & Maritime Law Hiratsuka & Co is renowned as one of the leading maritime law firms in Japan, with about 40 years’ history. The firm has provided highquality legal services to international and local clients, in close liaison with international law firms in the UK, the US, Greece, Hong Kong, Singapore, Shanghai and Taiwan. The firm is proud of its success rates and has built a reputation for excellence in its main areas of maritime dispute resolution, shipping, insurance and reinsurance.

Hiratsuka & Co Makoto Hiratsuka Managing Partner Tel: +81 3 6666 8811 mak_hiratsuka@h-ps.co.jp

The managing partner, Makoto Hiratsuka, has richly-experienced expertise in litigation practice and has been listed as an arbitrator in the Tokyo Maritime Arbitration Commission. Mr Hiratsuka is a member of the International Academy of Trial Lawyers, the Japan Maritime Law Association and Private International Law Association.

jurisdictional commercial cases and advises on issues of jurisdiction and choice of law.

The partners, Shinichiro Yamashita and Yuji Miyazaki, have good command of knowledge in maritime and shipping law. Both Shinichiro Yamashita and Yuji Miyazaki completed the Maritime Law Short Course at the University of Southampton. The legal counsel, Noboru Kobayashi, who is one of the most authoritative professors in the field of maritime law and insurance law in Japan, strengthens our legal advice.

Insurance and reinsurance: Hiratsuka & Co handles practice in all aspects of insurance and especially in marine insurance. The firm advises on the interpretation of insurance policies and handles disputes, acting for clients including insurance companies, insurance intermediaries, P&I Clubs and foreign reinsurers against Japanese insurers.

Admiralty and maritime law: Hiratsuka & Co is best known for its expertise in the areas of marine casualties (including collision, grounding, ship fires and oil spillage), charterparty disputes, cargo claims and dispute on ship sale and purchase. The firm has represented many owners, charterers, their P&I Clubs and underwriters.

Shipping: Hiratsuka & Co has a reputation for providing prompt and accurate legal advice to the clients, particularly to non-Japanese clients regarding all types of disputes including those arising out of charterparties, bills of lading and contracts of affreightment.

Civil and commercial litigation: Hiratsuka & Co has considerable experience in commercial dispute resolution, from litigation or arbitration to negotiations and has handled a number of high-profile cases. The firm deals with complex multi-

Hiratsuka & Co provides legal services related to bankruptcy, civil rehabilitation, corporate reorganisation and liquidation proceedings. The firm also handles matters related to transactions on claims against company in bankruptcy/ reorganisation/ rehabilitation proceedings.

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Bankruptcy, civil rehabilitation/ reorganisation proceedings:


A D V O C AT E S & L E G A L C O N S U LTA N T S

Y O U R F U L L S E R V I C E I N T E R N AT I O N A L LAW FIRM IN CYPR US L P A N D C O O F F E R S L E G A L S E R V I C E S T O B U S I N E S S E S , I N D I V I D U A L S , P U B L I C O R G A N I Z AT I O N S A N D G O V E R N M E N T S . T H E F I R M H A S A S T R O N G L I T I G AT I O N T E A M , H A N D L I N G A L S O A L L F O R M S O F C O M M E R C I A L D I S P U T E R E S O L U T I O N A N D H A S C O N S I D E R A B L E E X P E R I E N C E I N A R B I T R AT I O N S . A N U M B E R O F P R O F E S S I O N A L C O N TA C T S I N N O R T H A M E R I C A , E U R O P E , M I D D L E E A S T A N D T H E FA R E A S T A R E AT T H E F I R M ’ S D I S P O S A L A N D W E A R E C O M M I T T E D T O P R O V I D I N G A R A N G E O F L E G A L S E R V I C E S T O O U R C L I E N T S W H O A R E A C T I V E I N I N T E R N AT I O N A L B U S I N E S S .

L . P A P A P H I L I P P O U & C O , 1 , C O S TA K I S P A N T E L I D E S S T R E E T, 3 R D F L O O R , 1 0 1 0 N I C O S I A , C Y P R U S PHONE: (+357) 22 67 41 41

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E - M A I L : I N F O @ PA PA P H I L I P P O U . E U

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