Corporate INTL September 2015

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Sector Panel

Global Arbitration, ADR & Litigation Who’s Who


Global IP Who’s Who


ca C n o no rp w o ra m Ple be t or as e e re e I in vi ad N fo si rm t w in TL at ww i t M io . n co s e a on rp g ou -in nti az r in r F tl. RE com ety e E e- for on m lin ag e


CONTENTS EDITOR’S TALK 2014 was dubbed as ‘the year of the data breach’. With many new data breaches dominating the headlines in 2015, including Anthem, the White House, banking attacks, and the latest employee data theft at the US federal government, one can only imagine what the name for 2015 will be: the year of even more data breaches? According to the Ponemon Institute, 43% of companies experienced a data breach in 2014. Not only is the number of data breaches rising, the number of records stolen per breach is increasing as well as the cost per stolen record. In this month’s cover story Deborah Galea, Manager at OPSWAT, highlights the top 10 most interesting, remarkable, and troubling facts about data breaches. Our long-running International Sector Panel section looks into a wide variety of topics this month, including: Bahrain’s approach to attracting foreign investment as a key part of its Economic Vision 2030; the measures used by the Nigerian Immigration Service to overcome the challenges of corporate immigration; and the key factors contributing to the development of Cyprus as an international business base for holding companies. This month’s issue also includes extensive features discussing the key issues and profiling the leading experts in: arbitration, ADR & litigation; intellectual property; and corporate law.

Facts You Need to Know About Data Breaches

Deborah Galea, Manager at OPSWAT, highlights the top 10 most interesting, remarkable, and troubling facts about data breaches.

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

Enjoy the issue. Phil Grainger, Editor

06 08 26

Global Arbitration, ADR & Litigation Who’s Who

Our profiled dispute resolution advisers detail the processes and techniques used to help two opposing parties reach an agreement.

Others News & Views


Harish Salve – Blackstone Chambers


Annual 2015 Corporate Law Who’s Who


Global IP Who’s Who Corporate INTL profiles leading IP advisers and discusses the key current issues.

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

Designer: Plan B Creative


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CorporateINTL September 2015 Corporate INTL


NEWS&VIEWS CFA Asset-Based Finance Index Indicates Growth in US Business

Businesses in the United States are growing, as reflected in increased borrowing during the second quarter of the year, the Commercial Finance Association (CFA) announced. According to the CFA’s latest Quarterly Asset-Based Lending (ABL) Index, US ABL loan commitments have risen by more than 7% year over year. This data indicates increased optimism in the economy. “Increases in asset-based lending are a good economic indicator because these loans are directly linked to the underlying collateral such as invoices and inventory,” said Robert Trojan, chief executive officer of the CFA. “Increased inventory and invoices suggest a speeding up of the working cash cycle that drives business growth.” According to the CFA’s ABL Index for Q2 2015, total ABL loan commitments in 2Q 2015 rose 7.2%, compared to the same quarter in 2014. In addition, new ABL credit commitments were 6.3% higher than the same period a year ago – a significant indicator of growth. There has been a 9% increase in new commitments in the past quarter alone.

£4bn+ Boom in Businesses Borrowing Against Hard Assets Businesses borrowing against their own hard assets, including inventory, plant and machinery and real estate, is growing rapidly, says the Asset Based Finance Association (ABFA), the body representing the asset based finance industry in the UK and the Republic of Ireland. The ABFA says that an all-time high of £4.2 billion of alternative business finance is now secured against such assets, up 9% on £3.8 billion a year ago. The ABFA explains that securing alternative funding against physical assets, often combined with funding against the debts owed to them by their customers, is becoming a primary choice for finance for many businesses. It is increasingly being used as an alternative to more ‘traditional’ forms of borrowing such as term loans and overdrafts.

“Providing this kind of exclusive industry data is part of our mission at the CFA,” Mr Trojan added. “Our members rely on us to identify trends that affect their businesses. In this case, we are showing that American businesses have increased sales, as reflected in the growth in invoices, and are borrowing to increase their inventory as activity rises. Asset-based lenders propel growth by lending against the inventory, and providing businesses with cash while they wait for their invoices to be paid.” CFA’s Quarterly Asset-Based Lending Index was conducted by R.S. Carmichael & Co., an independent market research firm. CFA has tracked asset-based lending activity and published the Quarterly AssetBased Lending Index since March 2008 to provide insight on national commercial lending activity. Founded in 1944, the Commercial Finance Association is the international trade organisation representing the asset-based lending, factoring, trade and supply chain finance industries, with nearly 300 member organisations throughout the US, Canada and around the world. CFA provides education, networking opportunities and industry advocacy to the global commercial finance community.

It adds that it has seen substantial growth in demand for this type of funding, known as ‘asset based lending’, from businesses across the economy, including larger businesses.

‘Convertibles’ Lead a Buoyant Half-Year for the CISE

Jeff Longhurst, chief executive of the ABFA, commented: “The benefits of invoice finance are getting increasingly well known, but in addition to that, borrowing against hard assets is one of the innovative forms of alternative finance that has really gone mainstream in the last couple of years.

Convertible bonds were prominent among the 203 newly listed securities on the Channel Islands Securities Exchange (CISE) during the first half of 2015.

“More and more businesses are starting to see so-called alternative finance as their primary form of funding, rather than just as an unconventional complement to traditional lending. “For businesses with substantial assets tied up in warehouses, for instance, or in plant and machinery, this can be an excellent way to access lending to drive investment.” The ABFA says that it has also seen businesses begin to borrow against more unusual and intangible assets, including intellectual property and sometimes forward income streams, as they explore other options to unlock finance for growth. Mr Longhurst added: “Innovation is also spreading fast in this industry. For example, portfolios of intellectual property can now be used to secure funding. That’s because specialist funders with expertise in valuing these assets are now joining the market in greater numbers.”

The number of new listings is up 14.7% on the same time last year and takes the total number of listed securities on the CISE to 2226 at the end of June 2015. Fiona Le Poidevin, chief executive officer of the CISE, said: “It has been a strong start to the year for the CISE and it is especially encouraging that we have developed a new pipeline of business in convertible bonds. “Corporates are increasingly choosing to raise fresh investment by issuing convertible bonds, which can later be converted into equity, rather than diluting their share capital. Many of these firms will have their trading companies listed on another exchange, such as the London Main Market. However, they will choose to list convertible bonds on the CISE due to the fact that we have wide international recognitions whilst being competitive on cost and responsive to client needs. “A number of groups have now also given us repeat business, which is testament to the positive experience received when listing on the CISE.”

The ABFA says that the overall amount of funding provided to businesses through asset based finance - including invoice finance as well as asset based lending - rose by £370 million in the past year to stand at £19.3 billion at the end of June.

One of the notable listings on the CISE during the first six months of 2015 was a closed-ended fund from Russian private equity specialist Baring Vostok, which currently has more than $3.7 billion of committed capital for private equity investments in Russia and the surrounding region.

It says that because this funding is secured against assets, the funds can be provided at a cheaper rate than with unsecured lending.

During the first six months of 2015, the market capitalisation of the CISE has grown by £26.9 billion (9.1%) to reach £322.2 billion at the end of June.


September 2015 Corporate INTL

Ms Le Poidevin added: “During the first half of the year the listings team has been busy with applications and we have also opened our office in Jersey. This month, the Guernsey office has moved to new, larger premises and we will also be stepping up our marketing activity so it is a very exciting time for the CISE.”

EIF and KfW Bankengruppe Sign Agreement to Provide €1 Billion to Start-Ups The European Investment Fund (EIF) and the German promotional bank KfW Bankengruppe have signed a €1 billion agreement for start-ups in Germany under COSME– an EU funding programme for SMEs – with the support of the Investment Plan for Europe. The agreement will allow KfW to support €1 billion of loans to start-ups in Germany over the next two and a half years, benefitting over 15,000 start-ups and young small enterprises under KfW’s StartGeld programme. The deal benefits from the support of the European Fund for Strategic Investments (EFSI) through which the Investment Plan for Europe is being deployed by the European Commission and the EIB Group. European Commission vice-president Jyrki Katainen, responsible for Jobs, Growth, Investment and Competitiveness, said: “The agreement being signed today by the EIF and KfW is fantastic news for start-ups across Germany. With the EFSI backing, €1 billion of loans will reach those individuals who want to grow their businesses and boost employment locally. This is exactly what the Investment Plan was created for.” EIB vice-president, Ambroise Fayolle said: “This transaction demonstrates the EIB Group’s commitment to make the Investment Plan for Europe operational even before EFSI is officially launched. €1 billion of EU support provides a substantial boost to SMEs in need of finance in order to grow and create jobs. Supporting jobs and growth lies at the heart of the EIB’s mission and we are pleased to be contributing to this aim with KfW. By providing guarantees against the inherent risk in this type of financing, the EIB Group will to act as a key support for German start-ups, helping to strengthen the role of businesses in both in Germany and across the European Union.” Dr Ingrid Hengster, member of the Executive Board of KfW Group, said: “Start-ups are the drivers of growth, innovation and job creation. Through the EFSI we can support even more start-ups and young entrepreneurs even better. As a first project under the Investment Plan in Germany, cooperation with the EIF on the basis of proven structures can serve as a model for further projects. KfW, as a promotional bank, is ready and willing to participate in its implementation.” This is one of the first COSME transactions in Europe signed thanks to EFSI support. The deal reflects the EIB Group’s commitment to respond swiftly to calls from Member States, the European Commission and the European Parliament for a rapid launch of concrete initiatives under EFSI, accelerating lending and guaranteeing transactions capable of boosting jobs and growth in the EU.

UK SME Alternative Finance Now Worth £76 Billion a Year UK SMEs are now using £76 billion of alternative finance, up 43% from £53 billion a year ago as banks continue to pull back from lending to smaller businesses, says Funding Options, the online business finance supermarket. Funding Options says that alternative lending to SMEs is now equivalent to 46% of the value of traditional term loans and overdrafts, which have fallen to £163 billion. That represents a fall of 5% from £172 billion a year ago, and 17% from £197 billion four years ago. It says that many small businesses that were once dependent on loans from high street banks for their funding are now exploring a range of alternative finance choices, including invoice finance, leasing, non-bank commercial mortgages, crowdfunding and peer-to-peer lending, to drive their growth. Funding Options says that banks are being forced to continue to reduce their exposure to small business lending, as regulators class it as riskier than other in-demand forms of lending, such as residential mortgages and loans to larger businesses. This means banks are forced to hold more regulatory capital if they increase their small business lending. Several Government schemes aimed at encouraging increased lending to SMEs, such as the Funding for Lending Scheme and Enterprise Finance Guarantee, have so far failed to make the desired impact. Conrad Ford, CEO of Funding Options, comments: “Alternative finance has now passed its tipping point. It is now used by a huge number of SMEs in every sector of the economy, and is closing the gap with bank lending. “It might be alternative in name, but it’s now completely mainstream. “Virtually any business can now find a workable solution to its funding needs through the vast range of options available in alternative finance.”

World Bank Provides New US$500 Million Loan to Strengthen Ukraine’s Financial Sector The World Bank’s Board of Executive Directors today approved a US$500 million IBRD operation to finance the Second Programmatic Financial Sector Development Policy Loan in Ukraine. This new financing supports a number of highpriority reform measures in the banking sector in response to the financial crisis in Ukraine. “Bringing back stability and economic growth to Ukraine will only be possible if the country stays on the path of reforms,” said Qimiao Fan, World Bank country director for Belarus, Moldova, and Ukraine. “Our new operation will help this goal by supporting a number of measures to stabilise the country’s financial sector and create a healthier banking sector. Timely implementation of banking sector reforms is needed to help revive credit to the real economy, which is key for financing the recovery.” In particular, reform measures supported by this loan – the second in a series of two – will strengthen the capacity of the Deposit Guarantee Fund to ensure that it can adequately perform its critical bank resolution and insured deposit pay-out functions in the case of bank failures. The loan will also help stabilise the banking sector through conducting diagnostics of the country’s largest banks and implementing recapitalisation and restructuring plans for those banks that are found to be undercapitalised. Finally, this operation will support legal and institutional reforms necessary to improve the resilience and efficiency of the banking system in the medium to longer term, particularly, focusing on limiting related-party lending in the banking system. “The Ukrainian authorities have taken some impressive steps to stabilise and reform the economy and we are now seeing tentative signs of stabilisation”, said Mr Fan. “However, because the challenges are so unprecedented, it is critical that the authorities continue to accelerate reforms.” This operation is part of the World Banks broader financial support package announced in February this year, which aims to provide Ukraine with up to US$2 billion in 2015. With the approval of this operation, the World Bank will have delivered US$1.215 billion to Ukraine in 2015, including US$1 billion direct budget support. The World Bank is a major development partner of Ukraine. With this new budget support operation, the Bank’s current financial support to the country amounts to about US$4 billion. Development policy operations support critical reforms recently undertaken by the government, and the current Bank’s portfolio of investment projects are improving basic public services that directly benefit people of the country, such as water, sanitation, heating, power, roads, social assistance programs and health services. Since Ukraine joined the World Bank in 1992, the Bank’s financial commitments to the country have totalled over US$9 billion on projects and programs. September 2015 Corporate INTL



Deborah Galea heads up the OPSWAT Metascan and Metadefender product suite, and is dedicated to identifying solutions to help companies of all sizes ensure a secure

Deborah Galea Manager OPSWAT

data workflow. Prior to joining OPSWAT, she was co-founder and COO of Red Earth Software. Red Earth Software specialised in the development of email management software to help companies ensure proper usage of their corporate email systems.

2014 was dubbed as ‘the year of the data breach’. With many new data breaches dominating the headlines in 2015, including Anthem, the White House, banking attacks, and the latest employee data theft

increases the malware detection rate for known and unknown malware. Other technologies such as data sanitisation and file type verification can also prevent threats that may go undetected by antivirus engines. Below, we have highlighted the top 10 most interesting, remarkable,

at the US federal government, one can only imagine

and troubling facts about data breaches:

what the name for 2015 will be: the year of even more

Number of stolen records up 78% in 2014

data breaches? According to the Ponemon Institute, 43% of companies experienced a data breach in 2014. Not only is the number of data breaches rising, the number of records stolen per breach is increasing as well as the cost per stolen record. It is apparent that current security measures are not sufficient to protect organisations from data breaches.

According to the 2014 Breach Level Index by Gemalto, one billion records were compromised in 2014 in more than 1,500 data breaches; a 78% increase compared to 2013.

Cost of data breach rose 23% since 2013 The total cost of a data breach increased 23% since 2013, as reported in the Ponemon Institute’s Annual Cost of Data Breach Study. In 2015 the average cost per lost or stolen record is £100.

The SANS Institute reports that a whopping 95% of all attacks on enterprise networks gained entry through a spear phishing attack. A spear phishing attack is an email targeted at specific individuals that are engineered to look legitimate and fool even tech-savvy users. The email has a malicious attachment or link that when opened installs malware and tries to gain system access. Clearly, spear phishing attempts are sometimes able to get past

Most costly breaches in US and Germany The Ponemon Institute reports that the most costly breaches are in the US (£141 per record stolen) and Germany (£137 per record stolen).

Healthcare highest cost per stolen record The cost of stolen healthcare records can be as high as £236,

traditional spam filters and antivirus engines. No single antivirus engine

according to the Ponemon Institute. Healthcare records are more

will be able to block every threat. However, by deploying multi-scanning

valuable than stolen credit card details since credit cards can easily

with multiple antivirus engines, the different detection algorithms

be cancelled, but fraud using a person’s medical records is much

and heuristics of each engine can be combined, which significantly

more difficult to stop.


September 2015 Corporate INTL


“ 43% of companies experienced a data breach in 2014.�

Traditional spam filters cannot detect spear phishing attacks Most spam filtering products detect spam by checking black lists and known spam. However spear phishing emails are composed with

Identity theft most common motive Gemalto’s research shows that the majority of data breaches are now perpetrated for the purpose of identity theft rather than stealing credit card information. In 2014, 54% of data breaches were motivated by identity theft, compared to 20% in 2013. In 2014 only 17% of data breaches were for financial access, down from 50% in 2013.

Malicious outsiders behind majority of attacks The 2014 Breach Level Index by Gemalto reports that 55% of the data breaches were perpetrated by malicious outsiders, 25% were due to accidental loss, and 15% were committed by malicious insiders.

95% of breaches start with phishing attack

considerable effort and target only a small number of individuals, therefore staying under the radar of traditional spam filters.

A single anti-virus engine is not enough to protect against all threats With 450,000 new threats emerging daily, a single anti-virus solution is no longer going to cut it. By scanning email attachments and web content with multiple antimalware engines you are multiplying the chance that known as well as unknown malware is detected, speeding up protection against outbreaks, and protecting against threats designed to exploit vulnerabilities in specific engines.

Question is not if, but when Data breaches are becoming more prevalent and more sophisticated. Suffering a breach is no longer a question of if but when. It is important that companies start increasing their security defences.

According to Allen Paller, director of research at the SANS Institute, 95% of all attacks on enterprise networks gained entry through a

Read more about how to protect against spear phishing attacks

spear phishing attack. A spear phishing attack is an email targeted at

and data breaches:

specific individuals that is engineered to look legitimate and fool even


tech-savvy users. The email either has a malware-laced attachment or a malicious link that when opened installs malware and tries to gain system access. September 2015 Corporate INTL


Sector Panel

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 civil appeals, litigation strategy, managing litigation, and briefing legal issues in complex cases throughout the United States. During 2013, Mr Townsend served as president of the byinvitation-only American Academy of Appellate Lawyers. He was inducted as a fellow in 1997. Mr Townsend has been continuously listed in The Best Lawyers in America. During 2012, he was named its “Houston Appellate Lawyer of the Year.” Mr Townsend also is a past chair of the Appellate Practice Section of the State Bar of Texas. He is a prolific author and speaker on many legal topics. For instance, Mr Townsend served as editorin-chief 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 served 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), Appellate Practice in Federal and State Courts (Law Journal Press 2011), and Texas Practitioner’s Guide to Civil Appeals (Texas Lawyer 2015). 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.”

He has also 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, 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 1987. Before moving his practice to a boutique firm, Mr Townsend as a partner headed the appellate group in the litigation department of the international firm now known as Norton Rose Fulbright. In his early years there, he also tried 30 civil cases to a verdict before juries. 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

Tax Free Environment attracts investors to Bahrain Bahrain regards foreign investment as key to its Economic Vision 2030 long-term plan for improving the competitiveness of its economy. Bahrain is committed to maintaining the region’s most liberal business environment, with zero taxation for private companies, few indirect taxes for private enterprises and individuals, and free repatriation of capital. Bahrain offers 100% foreign ownership of business assets and real estate in most sectors. Bahrain has competitive costs, easy access to the rest of the Middle East, and a well-established business infrastructure. Bahrain was the first country in the region to sign a bilateral trade agreement with the United States - the US-Bahrain Free Trade Agreement. Alatheer Audit and Consulting (“Alatheer”), founded by Mirza Almarzooq in 2008, is one of the leading firms presenting advisory and corporate support services to investors in Bahrain and Oman with a dynamic and proactive professional team. Mirza Almarzooq is a Certified Public Accountant, and board of director member of the Bahrain Accountants Association and the Gulf Countries Council Accountants and Auditing Organisation. Mr Almarzooq is the founder and the managing partner of Alatheer and has more than 28 years of work experience leading several assignments to provide professional advice and assisting clients in matters related to business formation and commercial registration, preparation of articles and memorandums of association and other related official documents. In addition, Mr Almarzooq has extensive knowledge with regard to structures and types of entities to be formed, tax and other regulations applicable in Bahrain and the region. Mr Almarzooq and his team have assisted a number of international clients in expanding and or relocating their business in Bahrain by: • Assisting and advising on business incorporation and registration • Providing pre-locating advice in relation and tax and regulatory matters • Providing HR and accounting function outsourcing 8

September 2015 Corporate INTL

The Alatheer team is comprised of dedicated partners, directors, managers and professional staff who have professional qualifications through recognised institutions. This is mixed with a wide range of experience gained from providing professional services to clients throughout the Gulf Region, Canada and South East Asia. The team also includes specialists who have been actively involved in advising on new business ventures, devising complex financial models, valuations, preparing feasibility studies and business plans, raising project finance, conducting financial due diligence and providing inward investment advice to international investors to the region. Alatheer is a member of Geneva Group International (“GGI”), a global network of independent, leading audit, management consulting, accounting, law and trust firms. Alatheer provides the following services to its clients in Bahrain & Oman: • Audit and Assurance • Business Advisory • Accounting and Bookkeeping • Corporate Support & Taxation

Alatheer Audit and Consulting Mirza Al Marzooq Founder and Managing Partner Mob: +973 39626280 /+968 97057133 Bahrain: Tel: +973 17382877; Fax: + 97317382866 Oman: Tel: +968 24486385; Fax: +968 24486204

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 professionalism, precision and opportunity in the response to its clients, and has earned strong praise from clients for its wealth of experience and attention to detail. MAIN AREAS OF PRACTICE: Employment Relations: The firm advises a large number of companies in day-to-day employment matters, such as wages and hours, disciplinary procedures, hiring and termination of contracts, indemnities, employment policies procedures, handbooks, discrimination and harassment. The firm’s experience has led it to become a valuable tool for its clients. Alternative Dispute Resolution: Throughout its history, Aesca S.A. has advised its clients in alternative dispute resolution mechanism resolving conflicts in a less expensive and timeconsuming 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 Ministry of Labour: Aesca S.A. has successfully represented clients before the Ministry of Labour’s requirements and proceedings. In addition, the firm has undertaken authorisations to undergo the company’s decisions such as massive layoffs, and management of contracts of employees with reinforced protection.

Labour and Employment (M&A Transactions): Due to the growth of this kind of transaction, Aesca has had to advise its clients in the labour and employment aspects, obtaining very positive results. The firm provides advice in the process of renegotiating working conditions of new employees to avoid differences that could lead to judicial suits alleging inequality, in the elaboration and subscription of successorship clauses, and in the proceedings before the Ministry of Labour in order to obtain permission for mass layoff, if needed. Litigation: This is also one of the most renowned practice areas of the firm. Aesca’s prestige is due not only to its excellent group of highly skilled litigants, all of whom are trained and prepared by the firm, but also for litigating country wide, providing assistance to clients wherever it is needed. The firm litigates both in the labour ordinary and administrative jurisdictions. Social Security: Aesca provides legal advice in the three complex regimes of the Colombian social security system, pension, healthcare and professional risks, offering its clients precise and detailed information in these matters. Immigration: The firm provides legal advice in immigration aspects, accompanying clients in the process of obtaining working visas, working permits, residence and the validation and homologation of professional credentials in Colombia. 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 provides advice to two Canadian energy companies in employment matters related to its subsidiaries in Colombia.

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. Active member of the Ibero American Association of Labour Law and Social Security, business consultant since 1964, and frequent lecturer at numerous national and international forums. Labour Law and Labour Law Procedure professor at the Universidad Javeriana Law School. Member of the Labour Committee of the National Association of Manufacturers (Asociación Nacional de Industriales – ANDI), member of the Legal Committee of the Colombian Association of Industrial and Personnel Relations (Asociación Colombiana de Relaciones Industriales y de Personal – ACRIP), and active member of the Labour Lawyers Association (Colegio de Abogados Laboralistas). Twice selected as Chairman of the Employment Lawyers Association, Associate Judge of the Supreme Court of Justice, Director of the Labour Law Department and Director of the Labour Law specialisation at the Pontificia Universidad Javeriana Law School.

Languages: English and Spanish. Clients: The firm has clients in different sectors of the national and international economy, in industries such as banking, mining, oil and gas, food and massive consumption products, education, health, communications, automotive, technology, pharmaceutical and transportation industry, among others.

Álvarez, Escandón & Liévano – Abogados Carlos Álvarez Pereira Partner Tel: +57 (1) 236 2411 September 2015 Corporate INTL


Sector Panel

Leading Criminal Law Provider in Kenya B M Musau & Company, Advocates is a coveted legal service provider centred in Nairobi, the central business district of Kenya. The firm’s main area of practice is commercial, financial, tax and business law. Its lawyers are experienced, and have handled major commercial transactions in banking and finance, including complex litigation and ADR.

licensing, dissolution of businesses and the structure of business entities; employment law; joint ventures, acquisitions, mergers, takeovers and public issue of securities; products liability and insurance law; debt recoveries; foreign investment; entry permits and local approvals; taxation, trusts, retirement benefit schemes and provident funds; dairy and agriculture law.

B M Musau & Company, Advocates is an international law firm, whose service orientation is of great benefit to the firm’s clients in the commercial and business world. The firm has a global network of contacts of law firms in major cities of the world including London, Paris, New York, Kampala, Dar es Salaam, Zanzibar and Arusha. Moreover, the firm is a member of the Association of European Lawyers, and acts as the Kenyan author of the International Execution Against Judgement Debtors published by Oceana Publications under the Centre for International Legal Studies based in Austria. The firm also authors the Kenya Chapters on Attachment of Assets and Enforcement of Money Judgement, published by Juris Publishing Inc.

Jacob Malelu currently works as a partner at B M Musau & Company, Advocates. Before joining the firm, he was a Legal drafter in the Kenya Law Reform Commission. He has also worked in a number of mediumsized firms, including Celyne Odembo & Co., Advocates. His work entails advising clients on legal remedies and representing them in court in matters of commercial, criminal and civil nature.

The firm also has a pool of best lawyers who have high levels of experience in their respective fields. Its key departments include Insurance Law, Criminal Litigation Law, Corporate Law, Taxation, Trusts, Retirement Benefit Schemes and Provident Funds, etc. The firm’s main area of practice is commercial and business law; meanwhile, all of its practising lawyers are experienced and have handled major commercial transactions, including those pertaining to banking and finance. Other areas of expertise include property law; commercial and business law; standard form contracts; incorporation, registration,

He has in the past represented clients in multi-track matters with a high level of success. He has assisted and represented clients in complex litigious matters, and successfully secured injunction orders, judgement and stay of execution, among other court orders. Further, he has rendered opinions in various complex matters, and has assisted in the drafting of Sale Agreements and Leases as well as registration of the same.

B M Musau & Company, Advocates Jacob M Malelu Partner Tel: +254 20 224 2860

Specialist IP Advice in Romania Raluca Vasilescu started her career in IP in 1995, when she opened together with Mrs Oproiu as a partner a new patent and trademark attorney firm, Cabinet M. Oproiu. She is a registered Romanian trade mark attorney (1996), Community trade mark and design attorney (2007), Romanian Patent Attorney (1999) and European Patent Attorney (2003). In addition, she is one of Cabinet M. Oproiu’s designate members of INTA, ECTA, and AIPPI. She is a member of the Anti-Counterfeiting Committee and member of the Council of the European Communities Trade Mark Association (ECTA) and VicePresident of the Romanian Group of AIPPI. Since April 2013 she is the President of Romanian Chamber of Patent Attorneys. Ms Vasilescu handles patent and trademark matters including all range from prosecution until enforcement. She is the author of numerous articles in the field of industrial property, most of them published in the World IP Review, WIPR Digest, and Pharmaceutical Trademarks Guide. She is as the author of the Romanian chapter in the Vrins/ Schneider book “Enforcement of Intellectual Property Rights Through Border Measures” published by Oxford University Press in 2012. Current writing projects include contribution to two books of commentaries on the Community Trade Mark Regulation and respectively on the Community Design Regulation in English Language that are being published by C.H.Beck Hart Nomos in the summer of 2015. 10

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Areas of practice: In Romania: 1) Acquiring IP rights in patents, trademarks, designs including oppositions, appeals; 2) Court proceedings for cancellation and for enforcement of the IP rights: • Appeal proceedings against decisions of Romanian Patent and Trademark Office. • Nullity proceedings for patents, trademarks, designs; • Infringement proceedings for patents, trademark, designs. In Europe: 1) Filing and prosecuting European Patents including related oppositions and appeals; 2) Filing and prosecuting Community Trademarks including related oppositions and appeals. Languages: English, French, Spanish, German

CABINET M. OPROIU Raluca Vasilescu Partner Tel: +4021 260 28 33/34 Fax: +4021 260 28 35/36

Sector Panel

Aviation Law Adviser in Cyprus One of the oldest law firms in Cyprus, Chr. P. Mitsides & Co LLC was established in 1923 by Christos P Mitsides. It is now in the hands of the fourth generation of lawyers in the family. The partners, as well as all associates of the firm, are members of the Cyprus Bar Association which is the regulatory body governing the licensing and operation of legal practitioners in Cyprus. The firm provides services to clients in many areas of the law, including: corporate and commercial law, company incorporation and maintenance, aviation law carriage of goods by air, real estate, tax law, litigation and labour and employment, among others. The firm has a long standing tradition in the legal world of Cyprus, as well as in international business. It offers advice and services and has made a significant contribution in the creation of legal precedents in the field of corporate and commercial law in Cyprus. It also advises several foreign and multinational firms doing business in Cyprus along with Cypriot firms with activities abroad, assisting them in the most important jurisdictions. Chr. P. Mitsides & Co LLC is a leading firm in Cyprus on issues of aviation law and carriage by air with more than 30 years’ experience in the field. In addition to advising major European and other international airlines, the firm advises the Board of Airline Representatives in Cyprus (BARIC), an organisation which represents, promotes and protects the common interest of airlines operating to and from Cyprus. Cyprus is considered as an international maritime centre and offers significant incentives for the registration of vessels under

the Cyprus flag. Some of the world’s largest international ship management companies are based in Cyprus. There is exemption from any Cyprus income and corporation tax on: the income of a ship owner of a Cyprus ship resulting from the operation of such ship in any shipping enterprise, and dividends that are paid directly or indirectly from the profits resulting from the operation of such ship. Further, no special defence contribution is payable on dividends paid by ship owning companies. No capital gains tax is imposed on the profits resulting from the sale of a Cyprus ship or from the sale or transfer of shares of a Cyprus ship owning company. There is also a reduction on tonnage tax where a Cyprus ship management company manages the ship.

Chr. P. Mitsides & Co LLC Christos Mitsides Senior Partner Tel: +357 22458787

Dedicated Maritime Attorney in Louisiana, US With industry recognition and decades of legal service, Degan, Blanchard & Nash assists clients across the world by consistently resolving legal matters and solving complex problems. The firm has extensive trial and appellate experience in all areas of practice and subscribes to fostering a clientcentered work environment. The firm is dedicated to the fundamental principle that its clients’ interests are its interests. Degan, Blanchard & Nash has an international practice that covers all areas of the law. A results-orientated dedication to its clients is supported by the numerous awards the firm and its attorneys have received. In 2011 and 2013, the firm received a Global Law Experts Practice Award and, in 2012, was selected as Corporate INTL’s ‘Insurance Law Firm of the Year’ for the State of Louisiana. The firm was also selected as a ‘Go-To Law Firm’ by ALM’s Corporate Counsel Magazine and was recognised as a ‘Best Law Firm’ in the 2013 edition of US News – Best Lawyers. Modern maritime law covers a broad array of issues, ranging from injuries and working conditions at sea to shipping and commerce, navigation, collisions, protections for passengers, seaman status, captains and crew members, salvage practices, cargo, towage, wharves, piers and docks, insurance, maritime liens, canals and workers’ compensation, recreational boating and environmental issues. The firm employs dedicated attorneys with proficiency in all these and many other facets of admiralty and maritime law. Proficiently handling maritime cases requires more than just an in-depth knowledge of substantive law, however. These cases

often involve complex procedural and jurisdictional issues as well. The attorneys at Degan, Blanchard & Nash are well-versed in all of these issues, including the complex web of statutes, regulations, international treaties and jurisprudence that comprise admiralty and maritime law. By practicing throughout the US, the attorneys of Degan, Blanchard & Nash have also gained vast experience and a unique perspective on the issues that can arise in admiralty and maritime law. The firm is strategically head-quartered along the Mississippi River, which has long been a conduit for water-borne commerce, transportation and the distribution of goods. The River supports a wide variety of industrial fleets, commercial operations, ports and wharves, all of which present their own legal nuances. Additionally, the Port of New Orleans is one of the largest ports in the US, supporting not only interstate commerce and shipping but also international shipping. Regardless of the business involved or the area of admiralty and maritime law which may be at issue, the attorneys at Degan, Blanchard & Nash are able to serve clients’ legal needs with a dedication to quality service and quality results.

Degan Blanchard & Nash Sidney W Degan III Managing Partner Tel: +1 504 529 3333 September 2015 Corporate INTL


Sector Panel

International Product Liability Law Firm of the Year in France EBA Endrös-Baum Associés deals with the questions, plans, problems, projects and visions of international enterprises and companies with interests in France and in Germany, providing services in a prompt, efficient, purposeful and pragmatic manner, at reasonable costs. The Franco-German based firm intervenes, both as a consultancy and as a litigation firm, in the practice areas of industrial risk, plant construction, industrial product liability and safety, and the related insurance law. Its clients are international industrial groups as well as international insurance companies. International companies operating in cross-border business between French, German and English speaking countries often encounter legal and communication difficulties. These may arise from language differences, different cultures or sometimes from substantial differences in law. EBA Endrös-Baum Associés and its trilingual partners, Dr Florian Endrös, Marguerite de Vaublanc, Myriam Bennaïm, Muriel Mazaud, and Céline Lustin- Le Core, not only offer their clients detailed knowledge of the French legal system, but also the understanding of linguistic and cultural differences necessary for efficient dealings and well-organised international negotiations with cross border counterparts. This applies also to intra-company communication between parent and subsidiary. Practice areas EBA Endrös-Baum Associés gives advice and assistance in the field of supply contracts, construction law and plant construction, and provides contract coordination as well as claim handling, from the stage of entering into contracts with public or private clients,

through to subcontracts, including questions of insurance and liability. This enables the client to conduct business transactions and legal proceedings as free of legal risks as possible or in full knowledge of the risks involved. The firm also gives advice on reinsurance and related cross border insurance problems, particularly in cases where the local insurance coverage is linked to a master or umbrella policy stipulating a governing law different from the one applicable to the local policy. EBA Endrös-Baum Associés has longstanding experience in expertise proceedings involving French court-appointed experts and European party-appointed experts. The firm works at the interfaces between law and technology, language and culture, offering its clients assistance in several languages as well as prompt local assistance. EBA Endrös-Baum Associés cooperates closely with commercial law firms all over Europe, mainly in German, French and English, but also in Danish, Russian, Portuguese and Hebrew.

EBA Endrös-Baum Associés Dr Florian Endrös Partner Tel: +33 (0)1 53 85 81 81/ +49 (0)892420785-0

Civil Law Services in Mauritius Etude A.O. Jankee is a full service law firm headed by Hiren Jankee, situated in the heart of the Republic of Mauritius, Port Louis. Mr Jankee is a well-known solicitor, having qualified in Mauritius itself and practiced at a high level for more than 30 years. During his career, Mr Jankee has appeared before all the courts and tribunals of the island in relation to countless litigation matters. He is well versed in various aspects of law such as family and immigration law. He also works regularly in alliance with several leading management companies in connection to corporate and commercial law both in the local context and in the global-business context. As legal adviser to a leading banking institution, the Mauritius Post and Cooperative Bank (MPCB) Ltd, Etude A.O. Jankee has worked on many cases before the Commercial Division of the Supreme Court of Mauritius. For instance, the firm acted for MPCB Ltd in the largest insolvency case in the history of Mauritius, with a value of over MUR4bn (about US$127m), in which a challenge to the bank’s appointment of a receiver-manager under a charge instrument was successfully resisted. Etude A.O. Jankee has been involved in other historic cases, such as the first successful election petition in Mauritius. Recently, Mr Jankee represented the former Prime Minister of Mauritius before the Supreme Court. Etude A.O. Jankee also acts as legal adviser to several government bodies, including the Mauritius Housing Company Ltd, the Central Electricity Board, the Central Water Authority, the District Council of Rivière du Rempart, Mauritius Telecom, and the State Insurance Company of Mauritius (SICOM). Internationally, Mr Jankee has been involved as instructing solicitor and in other capacities before the Judicial Committee of the Privy Council of the United Kingdom in several notable cases. 12

September 2015 Corporate INTL

Mr Jankee’s experience gives him a competitive edge since he has an exceptional grasp of domestic regulations and procedures in place, and has made him a very well connected person on the island of Mauritius. He easily guides the associates of his firm to serve clients in the best way possible. Besides, he is fluent in English, French and Hindi. This has helped him and his firm to build a strong network of clients around the globe. In addition, Mr Jankee was previously the chairman of the SBI (Mauritius) Ltd (a joint venture between State Bank of Mauritius and State Bank of India). He also acted as the chairman of the Horse Racing Board and was the first chairman of the Gambling Regulatory Authority until December 2014. These positions of responsibility have not only increased Mr Jankee’s connections, but also added to his range of expertise that he harnesses for the benefit of clients. From January 2015, Etude A.O. Jankee has become the local partner of Thomas More International (TMI) in Mauritius. TMI is a law firm comprising English barristers and Dubai solicitors, but Etude A.O. Jankee undertakes all the work pertaining to Mauritian law. As such, Etude A.O. Jankee has strengthened its links with London and Dubai, and continues its expansion in the international sphere.

Etude A.O. Jankee Hiren Jankee Head Tel: (+230) 2083506 Fax: (+230) 2116428

Sector Panel

End of Year 2013 / Jan 2014 Corporate INTL


Sector Panel

Top-Notch Oil, Gas and Energy Litigation Services in Texas Farnsworth & vonBerg, LLP provides a comprehensive range of services to both domestic and international oil and gas clients in a multitude of areas pertaining to business, individual and employment law, including new-business formations, business transactions, due diligence reviews, intellectual property issues and deferred payment arrangements. Additionally, the firm handles cases involving shareholders, financing, contribution and non-compete agreements. The highlyexperienced attorneys at Farnsworth & vonBerg, LLP understand the many challenges that oil and gas clients can face. They have worked together to establish a proven track record in trying contested cases in both state and federal courts. The firm has handled cases in numerous areas, including interest owner disputes, development rights and obligations, drainage issues, offshore marine construction and trade-secret matters among many others. Passionate, committed and reliable, Farnsworth & vonBerg, LLP has been a leading firm for more than four decades. More than 40 years ago – in 1971 – President Richard Nixon imposed wage controls. At the time, T Brooke Farnsworth was the youngest lawyer at his then-firm. For this reason, he and another colleague were assigned the task of learning the rules and regulations, as well as how the prices and wage controls worked. This assignment led Mr Farnsworth to attain experience in advising boards and companies on the subject. Though the wage controls were soon put to an end, the controls on oil and gas remained. Mr Farnsworth became involved on the regulatory side of the matter and was hired by a publicly-traded oil company in 1974. During the four years that he was working for the company, he negotiated the first production-sharing agreement with an American Indian tribe.

Since then, Mr Farnsworth has been providing top-notch legal services to clients in the areas of oil, gas and energy litigation, as well as business and corporation litigation, acquisitions and financing. As a skilled and trusted attorney at Farnsworth & vonBerg, LLP, he not only litigates on behalf of his clients, but he also aggressively negotiates transactions and, in order to further his knowledge, regularly attends seminars and presentations. With a desire to help people by providing a service that they can’t provide for themselves, Mr Farnsworth has learned the importance of integrity and competence in the courtroom. He effectively and professionally argues each case before the judge and jury in a way that all people will understand. His favourite part of the job is being in the courtroom, arguing motions and, ultimately, winning, as he finds that the most rewarding aspect of his profession is securing the best possible result for every client. Mr Farnsworth has been consistently recognised for his commitment to the industry, as he holds a prestigious AV Pre-eminent Peer Review Rating with Martindale-Hubbell. Additionally, he has been featured in Who’s Who in America since 2002, Who’s Who in the World since 1987 and Who’s Who in American Law since 1985.

Farnsworth & vonBerg, LLP T Brooke Farnsworth Partner +1 281-931-8902

Reliable and Determined Tax Law in Germany GRP Rainer LLP is an international law firm with lawyers and tax advisors specialising in business law, commercial law and company law. The attorneys counsel commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses and private individuals worldwide from offices in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart, Germany and London UK. Knowledgeable and experienced. Responding to the clients needs with personalised service is the priority at GRP Rainer LLP, and clients can rely on GRP Rainer’s guarantee of complete integrity and commitment to their interests at all times. GRP Rainer is dedicated to working toward the clients success. Reliable and determined. GRP Rainer LLP provides the comprehensive knowledge necessary to compete in today’s ever-changing and expanding global markets - legal advice and tax advice. In order to gain a key competitive advantage, it is imperative to receive outstanding, well-rounded interdisciplinary advice based on analysing and optimising available legal, fiscal and economic opportunities. Proactive and multi-faceted. The firm takes pride in being a client-oriented service provider. Their clients’ best interests determine every move. With their dedication to reliable, individualised advice they develop customised interdisciplinary and comprehensive solutions. GRP Rainer has access to a complete range of integrated and comprehensive consulting expertise at its fingertips, from tax advice to legal advice and management consultancy. GRP Rainer is therefore able to offer rock-solid and well-balanced success-oriented solutions to national and international companies regardless of their size, legal form, industry sector or complexity of issues. The firm carefully considers all business aspects on the basis of its outstanding specialised knowledge and extensive experience. GRP Rainer has steadily and consistently continued to develop its expertise since the establishment of the practice over 30 years ago. Today, the team of specialists made up of industry professionals and all of its staff members are working for the client from offices in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London. Languages spoken: • German

• Portuguese

• English

• Spanish

• French

• Russian


September 2015 Corporate INTL

Dutch International groupings: • American Bar Association • German-American Lawyers’ Association (DAJV) • German Chinese Lawyers Association • Cologne Association of Lawyers • Arbeitsgemeinschaft Handels- und Gesellschaftsrecht im Deutschen Anwaltverein • Arbeitsgemeinschaft Bank- und Kapitalmarktrecht im Deutschen Anwaltverein • Steuerberater-Verband e.V. Köln Verband der steuerberatenden und wirtschaftsprüfenden Berufe • International Legal Relations Working Group of the DAV • IBA - International Bar Association • UIA - Union Internationale des Avocats

GRP Rainer LLP Michael Rainer Lawyer and Managing Partner Tel: + 49 221 2722750 Fax: +49 221 27227524

Sector Panel

The Pre-eminent Tax Law Firm in the Western United States HOCHMAN, SALKIN, RETTIG, TOSCHER & PEREZ, P.C., is internationally recognised as the preeminent tax law firm in the Western United States. The reputation of the firm for excellence and integrity in the tax community is unparalleled.

foreign entities to conceal legal and beneficial interests in foreign financial accounts and assets. Few other firms have the similar firm-wide depth of knowledge and experience necessary to effectively represent the interests of their clients in these matters.

The firm specialises in federal and state civil and criminal tax litigation, tax controversies and tax disputes with the federal, state and local taxing authorities, white collar criminal defence, estate and business planning, probate, tax-exempt organisations, real estate, business and corporate transactions and civil forfeitures. The firm’s attorneys serve on prestigious committees of the state and local bar and accounting associations and many are regular contributors to leading journals and publications involving tax matters. With respect to tax-related matters, few firms have the resources, relationships, expertise and collective experience offered by HOCHMAN, SALKIN, RETTIG, TOSCHER & PEREZ, P.C.

HOCHMAN, SALKIN, RETTIG, TOSCHER & PEREZ, PC authored the Tax Management Portfolio “Tax Crimes” (Pub. 636) (2d.) published by the Bureau of National Affairs. Several of the firm’s attorneys gained their initial experience while working as Attorney-Advisors for the United States Tax Court in Washington, D.C., as tax prosecutors for the Office of the United States Attorney for the Central District of California, as trial attorneys for the Tax Division of the United States Department of Justice in Washington, D.C. or the Office of District Counsel of the Internal Revenue Service. Some have been appointed to serve as Chair of the Internal Revenue Service Advisory Council (IRSAC), the Advisory Board for the California Franchise Tax Board and the Advisory Council for the California State Board of Equalization. Representatives of the firm routinely Chair conferences focused on offshore voluntary disclosures and defensive strategies to government examinations and investigations and serve on prestigious committees of national, state and local bar and accounting associations and many are regular contributors to leading journals and publications involving tax matters.

The firm’s extensive tax expertise includes a strong emphasis in numerous areas of civil tax and criminal tax. Firm representatives are routinely involved in complex civil tax examinations on behalf of wealthy individuals and closely held entities as well as large corporations involving both domestic and foreign tax related issues. The firm is internationally recognised as a leader in the representation of taxpayers throughout the world in matters involving the ongoing, extensive efforts of the US government to identify undeclared interests in foreign financial accounts, voluntary disclosures (OVDP and otherwise), sensitive issue civil tax examinations, criminal tax investigations and prosecutions. The firm has represented literally hundreds and hundreds of US taxpayers participating in various IRS Offshore Voluntary Disclosure Programs (OVDP) and other forms of disclosures regarding foreign financial account values far exceeding billions of dollars, in the aggregate. The firm has also represented numerous taxpayers involved in Grand Jury Tax investigations, criminal tax prosecutions and, when beneficial for the client, the effective negotiation of plea agreements involving the alleged misuse of

Hochman Salkin Rettig Toscher & Perez PC Charles P Rettig Managing Principal Tel: +1 310.281.3200 Fax: +1 310.859.5104

Cross Border Tax Specialists in Luxembourg Hoogewerf & Co practices as an Expert Comptable, domiciliary agent, international tax, family offices and project advisor. “Luxembourg, being a crossroads between France, Germany and Belgium and having a very strong reputation in banking and investment funds, is an ideal location in Europe to centralise cross-border tax arrangements,” said Francis Hoogewerf, managing partner. “As such Luxembourg is well known as a centre for holding companies.” He explained that Luxembourg’s “Soparfi” financial holding companies benefits from Luxembourg’s impressive array of double tax treaties, noting that the main advantage of a Luxembourg “Soparfi” is where subject to certain rules no tax on dividends received or on capital gains needs to be paid.

• Tax consultancy

Hoogewerf & Co’s speciality is to advise on tax treaty networks in relation to dividends, interests, royalties and capital gains, especially in relation to holding companies. • Project advisors

Hoogewerf & Co have developed their project advisory department to help international clients. Associates worldwide Law firm network Business associations

Hoogewerf & Co offers services in Chinese and Russian as well as all major European languages.

Luxembourg Russia Business Chamber; Brazilian Luxembourg Council; Spanish Chamber of Commerce; Chinese Luxembourg Association; S.T.E.P.; International tax Planning Association.


Languages spoken

Hoogewerf & Co has always been a firm of cross border tax specialists, working with colleagues, tax lawyers and accountants all around the world.

English, French, German, Spanish, Russian, Chinese, Luxembourgish, Italian, Hindi

Additional services • Holding companies

Hoogewerf & Co form, administer and domicile Luxembourg and foreign holding companies.

Hoogewerf & Co Francis Hoogewerf Managing Partner Tel: +352 46 00 25 September 2015 Corporate INTL


Sector Panel

Internationally Recognised Transaction Advice in Israel Adv. Karin Horev has extensive corporate and commercial international experience, having worked for over 17 years both in legal firms and on the “inside” of hi-tech companies as in-house counsel. Adv. Horev specialises in complex commercial international transactions – leading the negotiations and managing the deal throughout the entire sales cycle for transactions worth over US$100 million, representing both national and international companies in a vast scope of commercial agreements. Adv. Horev has also extensive knowledge and experience in technology oriented transactions, license agreements, private equity investments, M&A’s, joint ventures, corporate financing and corporate governance. As of 2010 Adv. Horev founded the Karin Horev & Co. Law Firm, a boutique law firm offering its clients individually tailored legal services in various corporate and commercial fields, primarily representing high-tech and international companies in all stages of their operations and providing day-to-day legal consultation with a pragmatic business approach. The firm in the last years has grown to become an internationally recognised practice providing representation to a clientele of local and international individuals and business organisations. The firm was selected during 2014 and 2015 to be one of the leading firms in Israel for technology transactions. Our principal areas of practice include corporate and commercial law, primarily representing high-tech and international companies in all stages of operations and providing dayto-day consultation in various areas of the law. We particularly focus on international transactions, licensing and intellectual property, strategic alliances, private equity (representing the company, the founders and the investors), project finance, joint ventures, mergers and acquisitions, technology and other commercial and corporate matters. We assist our clients in all aspects of commercial activities by managing each transaction with a well considered balance of legal and commercial expertise and business creativity. Our knowledge and experience extends over 17 years and includes a rapidly-growing client

base comprising of reputable international, high-tech and technology oriented companies, as well as representing start-up companies from their inception and private investors within their financial rounds. We view our relationship with start-up companies as a long-term strategic partnership, understanding the unique challenges for both companies, founders and investors, and are committed to our client’s short-term and long-term success. We have extensive experience in all aspects of commercial law and have acted as lead counsels in a wide variety of complex international transactions with very large international entities, as well as technology transactions, including outsourcing, cloud services and SAAS, system and software acquisitions, system development and implementation, licensing and various services agreements. Our work includes technology based joint ventures and strategic alliances, teaming arrangements and other technology licensing in a wide range of industries. The firm works at the highest professional standards, and the personal and direct involvement of the firm’s partners ensures the provision of high-quality, responsive, accessible, business oriented and effective legal services. Above all, our firm combines legal excellence with a practical and innovative business approach, providing our clients with an advantage within the industry.

Karin Horev & Co. Law Offices Karin Horev Senior Partner Tel: +972-3-6240110

Growth Focused Services in Mexico KSI México is a global network, member of KS International, an association of independent accountancy firms with over 100 offices; we operate in some 50 countries around the world to deal with your international business need. KSI México offers a personal service, focused on the growth and success of our clients. We outstand for the quality of our services, offering a complete solution for each client. We provide a wide range of business services to companies in a variety of industries. The firm specialises in corporate finance advice, accounting, tax planning, consultation, and auditing services. We belong to the PCAOB (Public Company Accounting Oversight Board), as a corporation to oversee the audits of public companies in order to protect the interests of investors and further the public interest in the preparation of informative, accurate and independent audit reports. Our commitment is to help your business succeed by keeping up-to-date with your affairs and offering a high standard of both commercial and supportive advice.

Qualities you will find in a KSI México firm include: • A real understanding of your business. • The partners are in tune with your needs and aspirations. • Regular attention and support from accessible partners. • Commercial realism in the advice you receive. • Technically reliable responses to your enquiries. Additionally, KSI México firm attach great importance to recruiting and training quality staff.

“ Our commitment is to help your business succeed by keeping up-to-date with your affairs and offering a high standard of both commercial and supportive advice.”

The Key to our approach is to build a close relationship between partner and client. KSI México Tel: +52 55 5520 5353/01 800 849 6614 16

September 2015 Corporate INTL

Sector Panel

Real Estate Law Developments in Tennessee, US Long, Ragsdale & Waters excels in handling real estate transactions, corporate and commercial law and civil litigation, and is well known for its ability to craft solutions in a wide range of areas. Having built a reputation for successfully concluding its clients’ development and lending transactions, the firm blends this culture into the counsel it provides to clients in dispute resolution, tax and estate planning, and business organisation. Whatever the need, the firm identifies the best legal solution and work, in order to achieve it for its clients. David Wilson Long concentrates his practice in the areas of commercial transactions, real estate development, loan transactions, business entity matters and general business law. Mr Long is active in the emerging areas of resort law and conservation easements, representing several land trusts, as well as landowners and their banks. Mr Long represents a company’s general business needs, including drafting and reviewing contracts and organisational and related company documents. He handles company finance, traditional loans, TIF loans, bond financing and private equity investments/financing for a variety of entrepreneurs and established businesses. Mr Long’s expertise extends to projects using conservation easements. He also examines certain securities-related issues. His clients include numerous national, regional and community banks and real estate developers of shopping centres, residential properties, resorts, office buildings and apartments. He represents homeowner associations and parties involved in real estate disputes. Mr Long is also active in the arenas of healthcare organisations, restaurant chains, oil and gas transactions, and related mergers and acquisitions. He is often asked to be an expert witness in civil litigation in the subject areas of real estate, real estate finance and legal ethical considerations in transactional matters.

The firm excels in handling all aspects of commercial real estate matters, including acquisition, sale, financing, development, zoning, leasing and construction. Moreover, Long, Ragsdale & Waters is considered one of the top real estate firms in East Tennessee, and its attorneys have assisted in the development of commercial projects throughout the Southeast. These developments include shopping centres, offices, residential subdivisions, condominiums, resorts, retirement communities and hotels. Increasingly popular is the use of conservation easements to shelter property from future adverse development, and to reward those making such commitments through tax credits. Long, Ragsdale & Waters attorneys, particularly David Wilson Long, are at the forefront of this area. Meanwhile, Mr J Randolph Miller is an issuing agent for several title companies, and the firm handles all aspects of title policies. Long, Ragsdale & Waters’ litigation professionals also handle claims made by lenders and owners against title policies. Notably, all of the firm’s attorneys practise real estate law in some form.

Long, Ragsdale & Waters, PC David Wilson Long Partner Tel: +1 865-584-4040 x206

Tax Complexities and Developments in China Shi Zhiqun is the founding partner of M&T Lawyers. He believes that the firm’s focus and unparalleled experience in the China tax related service field distinguishes it from other full scale law service firms and boutique law firms.

Discussing tax difficulties encountered in China, Mr Shi stated that tax policies are not that stable and clear. He noted that the MoF and SAT issue a large number of notifications and circulars to interpret the tax rules, which brings a lot of uncertainty to the taxpayers.

“As a rising star, M&T Lawyers is dedicated to provide creative and pragmatic tax advices and solutions to enterprises and individuals,” he commented.

He added: “The PRC tax authority has recently tightened the administration for non-resident taxpayer and take a more aggressive attitude to the potential tax avoidance/planning activities.

Mr Shi explained that all enterprises and other income receiving organisations (excluding sole proprietorship enterprises and partnership enterprise) within China shall be the taxpayers of the enterprise income tax. The enterprises are classified into resident enterprises and non-resident enterprises.

Mr Shi noted that, due to the downturn of the global economy, tax authorities in most countries are eager to crack down on the tax evasion of multinational taxpayers. In line with this global trend, China is now introducing BEPS legislation.

Resident enterprises shall pay the enterprise income tax for their income sourced within and outside of China. Non-resident enterprises shall pay the enterprise income tax as determined on the basis of whether they have organisations or establishments within China, and whether the income is in fact related to such organisations or establishments. “In terms of the enterprise income tax, the balance derived from the total income of an enterprise in each tax year after deducting the tax-free income, tax-exempt income, other deductible items as well as the permitted carry-forward loss of previous year(s) shall be the taxable income,” he elaborated. “The general tax rate is 25%. Enterprise income tax shall be calculated on the basis of a tax year which shall commence on January 1 and end on December 31 of each calendar year. Provisional enterprise income tax shall be paid in advance on a monthly or quarterly basis, finally settled at the end of the year, refunded for any overpayment or supplemented for any deficiency. The enterprise shall submit an annual enterprise income tax return to the tax authority and settle the amount of tax payable or refundable within five months after the end of each year.”

“For example, on March 18, 2015, the SAT released the ‘Public Notice Regarding Certain Corporate Income Tax Matters on Outbound Payments to Related Parties Abroad’. This notice gives further guidelines that outbound payments to related parties abroad should follow the arm’s length principle and also specifies various circumstances where payments, service fees or royalties paid to related parties abroad would not be deductible for corporate income tax purposes,” he concluded.

M&T Lawyers Shi Zhiqun Founding Partner Tel: +86-10-59009170 ext.808 September 2015 Corporate INTL


Sector Panel

Reputable Corporate Law Services in Panama Mauad & Mauad is a full service law firm established in 1974 and dedicated to render legal services in a variety of areas, specially corporate and commercial law, project finance and investment, company and trust formation, energy, telecommunications and regulatory law, intellectual property, international business and trade, contract negotiation, asset protection, litigation and arbitration, tax law and immigration and labour law. The firm is internationally oriented due to which a great percentage of its clientele is composed of foreign entities and/or companies. The firm counsels foreign investors in the organisation and setting up of investments and operations in Panama as well as in the negotiation of agreements with local counterparts. Its correspondent offices throughout the region and in the Caribbean, Europe and Asia enable it to render complete services wherever clients’ needs may rise. As active members of the most relevant professional and business organisations in the country, such as American Chamber of Commerce (Amcham), Association of International Law Firms, Interamerican Bar Association, Association of Private Entrepreneurs (APEDE) and Panama’s Chamber of Commerce, Mauad & Mauad is constantly informed and participating in commercial, trade and investment initiatives and opportunities, promoted by government or private sector. This has allowed the firm to intervene and participate in relevant transactions and operations established in Panama in areas such as international trade, energy, telecommunications, manufacturing, pharmaceuticals, construction and tourism.

different jurisdictions, as well as in corporate law in general. The firm also offers to its clients the administration and representation of their corporations. Mauad & Mauad assists its clients in establishing an efficient corporate structure and in negotiating contracts, joint ventures, shareholders agreements, mergers and acquisitions, and take overs, among others areas of corporate law. The firm’s corporate services include the representation of foreign corporations and the establishment and operation of foreign subsidiaries and branches in the Republic of Panama. The firm offers company formation in various jurisdictions such as: • British Virgin Islands (BVI)

• Aruba

• Bahamas

• St. Kitts & Nevis

• Belize

• Seychelles

• Barbados

• St. Vincent and Grenadines

• Cayman Islands

• Other jurisdictions

• Hong Kong

Mauad & Mauad

“We put at your disposition the services of our law firm in the different areas required by your activity to render efficient and expedite counselling and assistance that fulfils your most demanding expectations, particularly in the establishment of corporate structures in Panama, either in the fiscal territory or in a Free Zone or Export Processing Zone, as well as acting as your legal representative in commercial transactions to be formalised with local counterparts,” said José Mauad Orej, senior partner. According to managing partner, José Alberto Mauad Ponce, the organisation of Panamanian Private Interest Foundations asset for planning and protection efficient administration has been widely accepted. In the area of corporate law, the firm has a well established reputation and experience, locally and internationally, according to José Alberto Mauad Ponce, in the formation and incorporation of corporations in Panama and in several

José Mauad Orej Senior Partner Tel: +507 269-3555

José Alberto Mauad Ponce Managing Partner Tel. +507 269-3555

Banking & Finance Law Chambers in Mauritius MC Law Offices (Chambers) was set up by Yousuf Mohamed S.C. in 1961 as a chambers specialising in criminal law and civil law – although the firm has since developed and evolved into a commercial set. Yousuf Mohamed S.C. has played an active role in shaping postindependence Mauritius, and has contributed a great deal towards modern-day jurisprudence. Since its inception, Chambers has grown steadily to a busy litigation practice with special focus on business and private clients, and has developed strong local, national and international connections. MC Law Offices adopts a multi-disciplinary approach, working in close collaboration with other professionals such as chartered accountants, management consultants and offshore management companies. MC Law Offices is also a multilingual chambers, and is therefore qualified to provide its services to a broad spectrum of clients across the globe. With a significant clientele based in Europe, the firm provides services to its clients in English and French among other languages – in order to facilitate the varied needs of its client base.

Shakeel Mohamed read law at the University of Buckingham and majored in European Law, French Contract Law, Competition Law and International Trade Law. Mr Mohamed was called to the Bar of England and Wales in 1990, and to the Bar of Mauritius in 1992. MC Law Offices advises on all aspects of company law, ranging from establishment to winding up, voluntary or otherwise, of companies – to running and investing in companies and other business ventures, including advice in relation to capital restructurings and group reorganisations, reductions of capital, schemes of arrangement, constitutional issues and statutory and regulatory compliance (including rules relating to listed companies). In the first instance, the firm identifies the client’s commercial objectives in each dispute, and will devise the appropriate strategy to achieve them. From creative approaches to settlement agreements, to a strong trial capability, where litigation is required anywhere across a global network you will find MC Law Offices to be robust, decisive and determined. The firm also regularly provides risk management advice to pre-empt litigation and minimise the risk of disputes arising.

Moreover, the lawyers at MC Law Offices are recognised for their proactive and innovative approach. They understand the importance of balancing legal costs with the need to find commercially sound and cost-effective solutions. Chambers has maintained its collegial and client-focused approach by remaining loyal to strong ethical principles. Further, the lawyers at MC Law Offices offer a unique mix of experience, academic excellence and business acumen. They have been part of the legal industry for a number of years, delivering highly sought-after legal solutions. 18

September 2015 Corporate INTL

MC Law Offices Shakeel Mohamed Partner Tel: (+230) 212 1155 / 210 5203 / 210 5624

Sector Panel

Cyprus: A Tax Efficient EU Intellectual Property (IP) Box Nairy Merheje is the founder of Der Arakelian-Merheje LLC. The firm was established in 1997 to provide legal and tax planning services to a wide portfolio of international clients. Its staff combines more than 25 years’ experience in the fields of corporate, commercial, estate planning, employment law and international tax planning. According to Ms Merheje, the key factors contributing to the development of Cyprus as an international business base for holding companies remain: • It’s strategic geographic location; • A favorable tax package with one of the lowest corporate tax rates in Europe; • A well-developed double tax treaty network; • Legal system and legislation based on English Law; and • The existence of an efficient, high-level professional services sector. The Constitution of Cyprus and international treaties ratified by Cyprus safeguard basic rights of both legal entities and individuals.

• A unilateral tax credit is allowed in Cyprus for taxes withheld or paid in other countries where there is no bilateral agreement or Double Tax Treaty in force. Certain types of income are subject to favorable tax treatments including the tax treatment of income from intellectual property the main features of which are: • Royalties granted for the use of intellectual property rights outside Cyprus are not subject to withholding tax. • Royalties granted for the use of intellectual property rights outside Cyprus to a Cyprus-resident company are not subject to withholding tax, and corporate income tax is applied only on the profit margin left in the Cyprus company at an effective rate of 2.5% on net income. This is covered by the new legislation for the taxation of income from intangible property, which was introduced in 2012, the so called “IP Box” regime, which is applicable as from 1 January 2012 and applies to the following types of income whereby a significant deemed deduction on IPs Revenues is granted to the owner of the intangible:

Cyprus has two revenue raising measures , one being income tax and the other the defense levy.

• profits from the use of the intangible (e.g. royalties)

The flat income tax rate on annual net profit is 12.5% applicable to Cyprus resident both companies and individuals, on their worldwide income, which includes:

• profits on the disposal of the intangible.

• Business income

• penalties for the improper use of the intangible The above however, will only be applicable for companies which entered into the scheme up until end 2016.

• Rental income • Dividends, interest and royalties • Goodwill • Employment income, pensions and director’s fees However, several important exceptions apply to this rule which very briefly are: • Profits from the activities of a permanent establishment outside Cyprus are exempt. • Gains from trading in shares and securities generally are exempt from income tax for corporations. • Dividends paid into a Cyprus holding company are exempt from income tax, and no withholding tax is payable when dividends are paid by a Cyprus holding company to its nonresident shareholders.

Der Arakelian-Merheje LLC Nairy Merheje Advocate Tel: + 357 22313339 Fax: +357 22313346

Company Formation in Cyprus and UAE 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. Mr Achilleos joined Oxford in 2009 and he is now the CEO. 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. Oxford Tax Solutions specialises in international tax planning & incorporation, administration of companies and trusts worldwide. Oxford Management Limited based in Cyprus and Oxford Consultants DMCC based in UAE provide services to a wide range of clients in the fields of incorporation of companies, Trusts, administration of companies (including provision of directors, nominee shareholders, business address, banking arrangements and all relevant services) and trusts and assisting with banking facilities. Furthermore the companies can assist in obtaining residence permits, permanent retirement permits and citizenship schemes for Cyprus or UAE. The Oxford team draws together many years of practical experience in the area of international tax planning and “offshore business”. This ensures the highest standard of quality in services and professionalism. Oxford has a global network of associates in the fields of taxation, law, accounting, banking, trusts, investments and general business consulting. 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. 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 look forward to assist you as well. Summary of Main Benefits for Cyprus Companies The taxation rules provide scope for establishing holding structures in Cyprus.

The main benefits are: • There is an exemption from tax on dividends received from overseas (conditions apply); • 80% of the revenue from intellectual property rights deemed as expense thus effectively tax payable on the remaining 20% less other expenses; • Payments of dividends, interest and royalties to non residents are not subject to any withholding tax; • Profit from dealing in securities is tax free (including trading in securities in Cyprus as well as overseas markets); • Capital gains from the sale of movable asset are tax free; • 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; • European Union parent subsidiary directives apply; • Tax benefits for foreign individuals that redomicile in Cyprus. Other Structures In addition to holding structures, Cyprus offers tax planning opportunities for all other activities with the following benefits: • Registration for V.A.T. for E.U. transactions; • EU presence; • Low income tax (12.5% on the net profit); • Many others…

Oxford Management Limited Demetris Achilleos Corporate Counsel Tel: +357 25823330 September 2015 Corporate INTL



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Sector Panel

IP Issues in India Mr S. Majumdar is the managing partner of S.MAJUMDAR & CO, a one stop boutique for all the branches of intellectual property law: patents, trademarks, copyrights, designs, and any matter directly or indirectly linked with these branches. “Along with technical experts, we have a strong litigation team,” said Mr Majumdar. “Our firm provides true value for money service which few others can do. We are strategically located in four metros of Kolkata, Mumbai, Delhi and Hyderabad, catering to the entire geography of India. Through our network of foreign associates, we protect the interest of our clients in more than 120 countries.” Mr Majumdar stated that intellectual property laws in India are currently in quite a dynamic state – there is more litigation now than the country has ever seen, especially in patents. “India, being one of the largest growing markets for most goods and services has always been one of the preferred markets for all manufacturers and thus the filings of patents have gone up in the last few years compared to a decade ago, but not as much as China,” he explained.

“We are therefore actively involved in trying to develop the jurisprudence in that country qua trade marks, well-known trade marks and cross border reputation by participating in the court proceedings with the permission of the Hon’ble Judges and through our research on how multiple jurisdictions identify and acknowledge cross border reputation including as to how Paris Convention and the safeguards accorded therein are to be read in conjunction with the Nepalese Law,” he continued. “Not only do we hope to obtain relief for the client but to establish a precedent which will make the Nepalese market more friendly to global businesses.” Finally, Mr Majumdar highlighted that there are a number of changes on the horizon. “Firstly the Indian market is in talks to open up to foreign law firms, although they will be limited to certain areas of practice for the time being, it will eventually have a significant impact particularly as far as foreign filings are concerned. Also, the Indian PO is in the process of recruiting about 500 new Examiners, so we can expect that the backlog in examination of application will be substantially reduced,” he concluded.

“Compared to the other neighbouring jurisdictions like Bangladesh, Pakistan, Nepal, Myanmar, Sri Lanka, our laws are being put to test more often because of the increase in litigations and evolving in the process. Complexities would range from the inconsistencies in the practices among the different patent offices to the Judges in Courts, barring a few, not having sufficient domain expertise. “


Commenting on cross border issues, Mr Majumdar noted that the firm is currently handling a trade mark dispute before the courts in Nepal for a large Indian FMCG company which is facing trade mark piracy issues in Nepal. He stated that Nepal has a bare bones IP law covering all forms of IPR and there are no precedents on cross border reputation.

Mr S. Majumdar Managing Partner Tel: +91 33 2455 7484; +91 33 2455 7485

Specialist Criminal Defence in Australia Sydney Criminal Lawyers (SCL) is a Sydney-based specialist criminal defence firm providing advice and representation for all criminal, traffic and drug related matters. Sydney Criminal Lawyers was the first firm to introduce ‘fixed fee’ arrangements for a range of common Local Court matters, including guilty pleas where a matter proceeds straight to sentence, defended hearings, severity appeals, licence appeals, bail applications, mental health (section 32 applications) and dangerous dog matters. Other law firms have since copied this approach. Discussing recent examples of the firm’s work, Ugur Nedim, principal lawyer, highlighted a client who was charged with 156 charges of ‘obtaining benefit by deception’ and ‘dealing with proceeds of crime’ in respect of his role in obtaining $3.6 million through a fraudulently established company. He elaborated: “Most large scale fraud matters of this nature result in a lengthy prison sentence, however after negotiations with the DPP, our senior lawyer Jack Leitner was able to have the charges reduced to just five counts of ‘obtain benefit by deception,’ with four of the charges being attached on a Form 1 Schedule. Pleas of guilty were then entered to these charges and the matter proceeded to sentence.

SCL provides advice to a diversity of clients, including those from non-English speaking backgrounds, those who are intellectually or physically disabled, those who are battling drug or alcohol addiction, and those who are experiencing socio-economic disadvantage by taking on matters which have been assigned Legal Aid grants. “Our ability to cater to a diversity of clients is reflected in our staff; some of whom come from non-English speaking backgrounds – which greatly assists us in communicating with those from multicultural backgrounds,” noted Mr Nedim. Discussing complexities associated with criminal defence in Australia, he stated that the new Bail Act makes it more difficult for those charged with ‘show cause’ offences to be granted bail. “This has been complemented by changes to the Evidence Act which state that a negative inference can be drawn from an accused’s decision to remain silent where they have been charged with a serious indictable offence. “Our lawyers remain up-to-date on all legislative changes and recent cases which clarify the scope of these new laws. This enables us to provide the best advice and representation despite these statutory hurdles,” he concluded.

“Despite the fact that the vast majority of these large-scale fraud matters result in a prison sentence, Mr Leitner was able to convince the judge to impose a suspended sentence.” As criminal law specialists, the firm deals with a broad spectrum of cases – however the most common matters it deals with are drug matters, traffic matters, assault, fraud and dishonesty matters. In early 2013, the firm launched Sydney Drug Lawyers as a subsidiary of SCL dealing exclusively with drug matters. “This is the only specialist drug law firm in NSW and enables us to provide tailored advice to those charged with drug offences,” added Mr Nedim.

Sydney Criminal Lawyers Ugur Nedim Principal Lawyer Tel: +612 9261 8881 September 2015 Corporate INTL


Sector Panel

The Challenges of Corporate Immigration in Nigeria With the consistent rise in the level of development in Nigeria and the country’s current status as a viable market and versatile field for economic growth and expansion, there are huge opportunities to be exploited and resources to be harnessed. While Nigeria remains an attractive target for foreign investment, corporate immigration remains one of the matters to be considered by potential foreign investors. As such there is a need to have formal corporate immigration policies in place to ensure that both companies and individuals alike are competently managed to attract and hold top foreign talent within the competitive market place. Until recently there have been very little changes in the legislative framework of corporate immigration, although different policies and procedures have been taken over the years as part of the efforts to ensure enforcement of the extant law. The Nigerian Immigration Service (NIS) was set up to handle core immigration duties in Nigeria with its aim of dealing with operational challenges of modern migration and to give the immigration service a new sense of direction that will make it relevant at all times to the world security order and responsive to global migration trend that we have today. The NIS is saddled with a variety of duties mainly from the control of individuals entering the country, passport control, the right of entry or exit of all persons arriving at airports, seaports or other pathways such as inland waters and examination of documents. In some cases, the Nigerian Immigration Officers are responsible for gathering intelligence and may use their legal powers to detain or remove illegal entrants into the country. With the enactment of the Immigration Law in May 2015, the former outdated legislation enacted in 1963 was repealed. The new law determines a person who is an alien, their rights and obligations, determination of nationality, requirements for residence and employment in Nigeria, immigration offences, penalties and other related matters.

One of the major challenges often encountered by individuals and companies relocating for the purpose of business lies in grasping all the regulatory pre-requisites for doing business within that environment while yet ensuring compliance with the whole gamut of laws relevant to securing their continued legal existence at all material times. This can be significantly mitigated by seeking out legal advice from a competent legal practitioner in that jurisdiction to provide direction and guidance to best position the company and (its) individuals, to deliver highquality service with pro-active planning and minimising exposure to immigration enforcement in particular. At Channings Law Firm, we are committed to the provision of excellent immigration services through our comprehensive knowledge of immigration law and our ability to find cost effective solutions for our clients. The new Act seeks to incorporate the various changes in the functions and activities of the Nigeria Immigration Service which has evolved over the years. These services include immigration laws as regards entry visa/employment visa/expatriate quota/business permit/ residence permit/foreign company registration and interactions with other regulatory immigration agencies like the Nigerian Customs Service and the National Drug Law Enforcement Agency.

The Channings Law Firm Chidi Anya Managing Partner Tel: (+234) 8033079152

Comprehensive Corporate Solutions in Cyprus Criton G. Tornaritis is the managing partner of Tornaritis Law Firm, a leading Cypriot law firm which provides local and international clients a sophisticated, premier-quality work product in high-stakes legal services. “From it’s founding in 1924 to its present day status as a leading law firm Tornaritis Law Firm has demonstrated a sustained commitment to excellence in the practice of law, public service and a civil society,” he commented. “Our practice and character are deeply rooted in the firm’s history, as exemplified in these historical profiles of our lawyers and services. “Our breadth of experience enables us to offer a wide range of skills to suit the individual needs and demands of each one of our clients. We conduct our work with a high degree of professionalism and dedication, and provide an expert, sensitive service for all of our clients. “The firm has a uniquely flexible and entrepreneurial culture that fosters partnerships with our clients. Knowing the law is not enough. We understand our clients’ business objectives and address their legal needs in a manner that is consistent with the ‘big picture’.” Mr Tornaritis believes that the firm has earned a reputation for being trusted business advisers, and that it demonstrates its value every day in the successful results it achieves. “Reflecting the firm’s entrepreneurial spirit with associated offices around the world, we are ready to help you wherever your business takes you,” he added. The firm’s aim is to provide quality legal services to clients around the world operating under the highest ethical standards with the principles of time and cost-efficiency in mind. Corporate law is one of Tornaritis Law Firm’s largest practice areas. It has significant experience in offering to its clients the required approach and delivering comprehensive solutions meeting their business needs and objectives. The firm conducts legal due diligence and drafts relevant legal documents - reports, such as domestic and cross border offers, letters 22

September 2015 Corporate INTL

of intent, memoranda of understanding, contracts of sale and purchase, shareholder agreements and joint venture contracts. Each member of the firm’s corporate team also has the practical experience and knowledge needed to serve as reliable, trusted guides for clients in frequently complicated matters such as: • Start-up of new businesses • Support and sustained performance of established businesses • Private international law • Legal due diligence reports • Shareholders agreements • Joint venture contracts • Memorandum of Understanding • Sale & Purchase agreements Mr Tornaritis’ clients are concerned principally with banks, emoney institutions, financial services and information technology, including payment products and systems. He counsels parties to card-related matters and represents buyers and sellers in all aspects, as well as assisting licensors and licensees to the central bank of Cyprus. He has also counselled and represented companies in connection with supervisory Cyprus Securities and Exchange Commission and the Cyprus Stock Exchange.

Tornaritis Law Firm Criton G. Tornaritis Managing Partner Tel: +357 22456056

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.

Absence of CFC-type legislation

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.

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.

Absence of net wealth tax

International competitive holding regime

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.

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 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.

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 OECDtype 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 September 2015 Corporate INTL


Harish Salve is currently in private practice as senior counsel as well as an arbitrator in India and barrister in the UK. Mr Salve studied in SFS School Nagpur. He received his Bachelor of Commerce and Bachelor of Legislative Laws (LLB) qualifications from Nagpur University. He is a member of the International Bar Association and the International Law Association and an associate member of the Institute of Chartered Accountants and the London Maritime International Arbitrators Association (LMIA). Blackstone Chambers Harish Salve Senior Counsel, Arbitrator, Barrister Tel: +91-11-23387233;

Mr Salve started work as Chartered Accountant, exclusively focused on taxation work. He joined J.B. Dadachanji & Co. as a trainee and later became an associate. He then shifted to counsel practice and joined the Chamber of Mr Soli Sorabjee (former Attorney General of India) in 1980. He set up an independent chambers in 1986 and was designated a senior advocate in 1992. He practices mostly in the Supreme Court of India and the Delhi High Court, and has appeared in almost all High Courts of India. He became the Solicitor General of India in 1999 – the youngest ever Solicitor General at the age of 43 years. He returned to private practice in November 2002.


His important professional achievements include: n Appearing

in a large number of important cases in the Supreme Court and High Courts as lead counsel;

n Appearing

for Vodafone BV in their tax dispute with the Government of India in relation to their acquisition of Hutchisons’ telecom business in India;

n Appearing

recently in the Supreme Court in the cases relating to the jurisdiction of Indian courts in relation to international arbitrations;

n Appearing

for the Italian Government in the Supreme Court in the case relating to the Italian Marines;

n Appearing

in a number of commercial law and tax [direct and indirect] law cases;

n Appearing

for State Governments in suits in Supreme Court relating to Water Disputes (State of Punjab, State of Kerala) and boundary disputes (State of Maharashtra).

n Appearing

regularly for Mumbai Police in important cases (Bharat Shah’s bail, Train bomb blasts, Abu Salem etc.);

n Being

appointed as an arbitrator by the LCIA, the SIAC and the ICC in s number of cases.

His domestic arbitration experience includes: n Elel


n Hyatt

Int’l-SEA (Pte) Ltd. v. Unison Hotels Ltd.

n Prasar

Bharti v. Buddha Films


Shipping v. United India Assurance

n Gannon n Jet

Dunkerley v. ONGC

Airways v. Sahara

His experience as co-arbitrator includes: n Jindal

Praxair Oxygen Company Ltd. V. Jindal Vijaynagar Steel Ltd.

n United

India Insurance co. v. Ranbaxy Laboratories

n NALCO n Marc

v. Gerald

Rich & Co. Investment AG v. NALCO

n Roger

Shashoua & Ors. V. Mr. Mukesh Sharma & Ors.


Electric Company Pvt. Ltd. v. Tamil Nadu electricity Board

n Global

Steel Holdings and Global Infrastructure (Nigeria) Ltd. v. The Federal Govt. of Nigeria

n Austrian

de Zinc, S.A. v. Hindustan Zinc. Ltd.

n Guardian

International Corp. v. Modi Rubber Ltd.

He is fluent in English and Hindi.

... and climbing.

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Global Arbitration, ADR & Litigation Who’s Who In the aftermath of the economic crises of the last decade, the environment for businesses is significantly more litigious. Businesses now often find that it is cheaper to settle a dispute than risk the high costs associated with defending a writ in the courts. Reforms and simplifications of civil law procedures have been attempted for many years, but they remain costly, complex and beyond the means of many businesses. Alternative dispute resolution (ADR) is a process designed to help two opposing parties reach an agreement outside of the courts. In recent years, ADR has also gained acceptance worldwide. The process of ADR comprises dispute resolution techniques that fall outside of government judicial process. Some courts now require parties to conduct ADR of some kind before permitting the parties’ cases to be tried. ADR is generally classified into four types: negotiation, mediation, collaborative law, and arbitration. According to the World Intellectual Property Organization (WIPO), ADR offers a number of advantages: A single procedure Through ADR, the parties can agree to resolve in a single procedure a dispute involving intellectual property that is protected in a number of different countries, thereby avoiding the expense and complexity of multi-jurisdictional litigation, and the risk of inconsistent results. Party autonomy Because of its private nature, ADR affords parties the opportunity to exercise greater control over the way their dispute is resolved than would be the case in court litigation. In contrast to court litigation, the parties themselves may select the most appropriate decision-makers for their dispute. In addition, they may choose the applicable law, place and language of the proceedings. Increased party autonomy can also result in a faster process, as parties are free to devise the most efficient procedures for their dispute. This can result in material cost savings.

Neutrality ADR can be neutral to the law, language and institutional culture of the parties, thereby avoiding any home court advantage that one of the parties may enjoy in court-based litigation, where familiarity with the applicable law and local processes can offer significant strategic advantages. Confidentiality ADR proceedings are private. Accordingly, the parties can agree to keep the proceedings and any results confidential. This allows them to focus on the merits of the dispute without concern about its public impact, and may be of special importance where commercial reputations and trade secrets are involved. Finality of Awards Unlike court decisions, which can generally be contested through one or more rounds of litigation, arbitral awards are not normally subject to appeal. Enforceability of Awards The United Nations Convention for the Recognition and Enforcement of Foreign Arbitral Awards of 1958, known as the New York Convention, generally provides for the recognition of arbitral awards on par with domestic court judgments without review on the merits. This greatly facilitates the enforcement of awards across borders.

Key contacts: Anne Véronique Schlaepfer Co-Chair - International Bar Association Arbitration Committee Christopher Tahbaz Co-Chair - International Bar Association Litigation Committee Jalal El Ahdab Co-Chair - International Bar Association Mediation Committee

Brazil Eduardo Romeiro has over 20 years of practice in the litigation area and has worked for Baker & McKenzie NYC and Sao Paulo offices for 13 years. Mr Romeiro is a co-founder and managing partner of Lautenschlager, Romeiro e Iwamizu Advogados.

• $25 million corporate litigation involving American shareholders;

Mr Romeiro is a member of the Brazilian Bar Association; the Institute of Attorneys of Sao Paulo; the International Bar Association; chairman of the Executive Committee of Law Exchange International; arbitrator of the European Chamber in Sao Paulo.

The firm represents clients in court in public and private litigation before the lower courts, state courts of appeals and higher court levels (Superior Federal Court and Supreme Court).

Mr Romeiro has a solid background in civil and commercial complex and strategic judicial litigation, comprising cross border litigation, class actions, contractual disputes, corporate litigation, product liability and credit recovery, among others. He also has great experience in arbitration proceedings involving commercial matters of different nature. Mr Romeiro has successfully acted in the following recent matters, among others: • Cases involving contractual disputes over infrastructure projects defending a relevant European client in the Power & Energy field – global amount over $200 million; • Antitrust litigation between major home appliance competitors; • Class actions involving consumer law and environmental issues; • Strategic litigation cases involving product liability issues; • Cases involving termination of distributorship agreements / sale representative agreements combining over $30 million under dispute; • $75 million litigation involving civil engineering projects and civil responsibility for alleged defects in the project;


September 2015 Corporate INTL

• $200 million credit recovery for financial institution, concerning syndicated loans operations and others.

An energetic nature and the search for results define the firm’s litigation department. We work in the preparation and implementation of efficient strategies seeking creative solutions for our clients’ problems, aimed at achieving practical results within the shortest time possible, by reducing and managing contingencies. Our firm represents domestic and foreign clients in litigation matters related to the many areas of law. Our litigation team is highly skilled in judicial disputes of all sorts, operating in state and federal courts within their several levels of jurisdiction, including higher courts, namely the Superior Court of Justice and the Federal Supreme Court. In addition to our practice before the Judiciary and administrative bodies, we advise our clients on alternative forms dispute resolution, such as negotiations, mediation, and commercial arbitration, where we have a very solid experience with different Arbitral Tribunals. The firm has been considered one of the best 30 litigation firms in Brazil from directories such as Chambers & Partners, among others. It will keep following the same objectives of serving its clients in the best fashion on strategic litigation and arbitration matters, keeping all of the good characteristics that a mid-sized firm can offer, including flexibility in the fee arrangements.

Lautenschlager, Romeiro e Iwamizu Advogados Eduardo Romeiro Co-Founder and Managing Partner Tel: +55 11 2126 4610 Fax: + 2126 4601

Arbitration, ADR & Litigation

Canada WOODS LLP is the foremost litigation, arbitration and insolvency boutique firm in Canada, recognised nationally and internationally for its expertise and success. We act in all manner of disputes where the stakes are high and the outcome is of vital importance to our clients and their businesses. Our team of formidable attorneys – bilingual, trained in the civil law and common law, dedicated to understanding our clients’ interests and devoted to successful advocacy – is known for developing winning strategies and delivering concrete results. We are proud of our reputation for having the talent and drive to handle even the largest and most complex disputes, while remaining at all times highly flexible, responsive and efficient. Our practice reflects the breadth and diversity of disputes that arise in the business world. We act for governments, public and private companies and individuals in all manner of corporate and commercial litigation, before all levels of courts and tribunals in Canada. Our firm also boasts an important insolvency practice, which has grown significantly in recent years and includes some of the country’s finest bankruptcy and restructuring lawyers. We are also one of the few firms in Canada with a dedicated international arbitration practice, representing clients and serving as arbitrators in international commercial and investment arbitrations under the rules of the world’s most important arbitral institutions. James A. Woods, Ad.E. – Mr Woods, senior partner, practises exclusively in litigation and arbitration. Recognised as one of the country’s

WOODS LLP foremost advocates, he has pleaded before all levels of the federal and provincial courts in Ontario and Québec including the Supreme Court of Canada. Called to the Bars of Québec, Ontario, Alberta, British Columbia, England and Wales, and Paris, he is a fellow of the ACTL, LCA, FDCC and CIArb (London) and a member of the panel of arbitrators of the AAA. Mr Woods has acted as counsel, as well as tribunal president or party-appointed arbitrator in numerous international and domestic arbitrations, both ad hoc and under the ICC Rules. The Honourable Joseph R. Nuss, Q.C., Ad. E. – A former Justice of the Quebec Court of Appeal, Mr Nuss practices in domestic and international arbitration and mediation, and is a frequent lecturer on arbitration and mediation law and practice. Prior to his appointment as a judge, Mr Nuss was a leading litigator before the Supreme Court of Canada, the Federal Court and the Courts of Quebec as well before various administrative tribunals. He was also counsel before a number of Federal Commissions of Inquiry. Stephen L. Drymer – Head of the firm’s International Arbitration and ADR practice, Mr Drymer practises exclusively in domestic and international arbitration and alternative dispute resolution. He acts as counsel, arbitrator and mediator in commercial and investment treaty disputes. He has served in cases involving a wide range of industries, including international sport, both in ad hoc proceedings and under the rules of most major international arbitral institutions. Mr Drymer has been recognised as one of the world’s leading international lawyers and arbitrators in numerous legal publications.

James A. Woods, Ad.E. Senior Partner

The Honourable Joseph R. Nuss, Q.C., Ad. E. Senior Counsel

Stephen L. Drymer Head of International Arbitration and ADR Tel: +1 (514) 982-4545

Cayman Islands Travers Thorp Alberga (TTA) is a full service offshore law firm with offices in the Cayman Islands and Hong Kong. Its strengths include funds, banking, corporate, private client, regulatory and dispute resolution. Languages spoken by the firm include English, French, Italian, Spanish, Portuguese and Mandarin. Lawyers in the firm’s Hong Kong office are vastly experienced in the Asian market. Anna Peccarino, TTA partner, is an experienced litigation and alternative dispute resolution partner with over 20 years’ post qualification experience gained under the relevant legal systems of London, Paris, Rome, the Cayman Islands and Jersey, Channel Islands. Ms Peccarino’s litigation experience includes directors’ governance and shareholder disputes; all aspects of insolvency, including cross-border liquidations, restructurings and international asset tracing actions, enforcement of foreign judgments, arbitral awards and injunctive relief; breach of trust actions, director and trustee liability; insurance and reinsurance claims and engineering and construction disputes. Ms Peccarino has conducted high-profile arbitrations and mediations under the auspices of the major ADR bodies, particularly the ICC, LME, LCIA and AAA, and has experience in drafting ADR agreements in accordance with the rules and regulations of those bodies. Ms Peccarino has acted in a number of high profile matters, notably representing the Italian government, the French, British and Belgian railways and multi-million dollar listed corporations. Ian Huskisson, also a partner at the firm’s a commercial litigator with over 17 years’ experience gained in London and the Cayman Islands. His experience covers all aspects of company law,

insolvency and other financial services disputes. Mr Huskisson qualified as a solicitor advocate while practising in London and has also acted as an expert witness on the law of insolvency.

Travers Thorp Alberga

Recent engagements include acting as trial advocate and in the Court of Appeal in a claim against a company director for breach of fiduciary duty, leading asset recovery proceedings in a variety of jurisdictions following a substantial fraud and acting for one of the “big four” accountancy firms as an expert witness in bankruptcy law. TTA operates a unique ‘partner heavy’ model where clients are guaranteed the close involvement of, and direct contact with, an experienced partner at all times. It can also offer competitive and, where possible, flexible alternative fee arrangements that many other firms cannot. The firm’s dispute resolution group has acted in numerous high-profile international disputes including a long running set of disputes involving the financing of a flagship development project in the Caribbean and of a complex multinational quasipartnership dispute. On the ADR side, the group has acted in more than 100 mediations, both as mediator and as representative of the parties. It also advises on other formal forms of ADR, such as early neutral evaluation, and regularly takes the lead on informal settlement negotiations. TTA regularly acts for investors, funds, directors, shareholders, banks, high net worth individuals and others from all over the world. Several of the firm’s lawyers have valuable industry experience, particularly the funds industry, which helps them better understand the sorts of issues their clients face to day-to-day.

Anna Peccarino Partner Tel: +1 345 623 2374

Ian Huskisson Partner Tel: +1 345 623 2367

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Arbitration, ADR & Litigation

Chile Enrique Alcalde is a partner of Philippi Yrarrázaval Pulido & Brunner and head of its litigation group. His practice also includes domestic and international arbitration. Mr Alcalde has worked for Chile’s largest business conglomerates and international companies, and has been involved in high-profile cases covering all areas of Chilean civil and commercial law. Indeed, he has represented Banco Santander, Chile’s largest bank, in more than 90 civil and commercial cases; Antofagasta Minerals Plc, Chile’s largest private mining company, obtaining among other things the recognition of the water rights of its mine “Los Pelambres” in an unprecedented case recently won before the Chilean Supreme Court, which overturned all of its previous case law on this subject; AFP Habitat, one of the Chilean companies administrating pension funds, in the probably most complex case currently existing in Chile, which involves a possible, severe violation of the Chilean Securities Act and the Chilean Corporations Act by the controllers of Soquimich, an open listed company; Transelec, Chile’s largest power transmission company, in a lawsuit filed by the largest power generation companies, which ended in a favourable judgment; among others. Mr Alcalde’s legal advice is often sought by the directors and other highest executives of important companies, like Quiñenco, Chile’s largest business conglomerate, and Canal 13, the largest TV broadcasting channel, to teach them about Chilean provisions on liability of administrators

of corporations. Also, Mr Alcalde often gives legal opinions on difficult matters discussed in different litigations and/or arbitrations. Finally, he is also sought by clients wanting to settle complex family disputes. Mr Alcalde is a tenured professor of civil law at the Catholic University of Chile, where he has been named by the students as the ‘best professor’ of the entire Law School of the Catholic University of Chile in many opportunities during the 20 years he has taught Civil Law. He also teaches commercial matters, specialising in corporate governance, in postgraduate courses of several Chilean Universities, using his unprecedented former experience as in-house counsel and director of different, reputed Chilean companies, including the Chilean Central Bank and Enersis. Mr Alcalde is an arbitrator of the Arbitration Centre of the Chamber of Commerce of Santiago and is an arbitrator of the Arbitration Panel established by the Chilean Law on Concessions of Public Works. He has written several articles in specialised Chilean and international publications. Mr Alcalde has also authored legal books which have been best sellers in Chile, the most important being “The General Principles of Law” (2003) and “Liability of Directors of Corporations” (2013).

Philippi Yrarrázaval Pulido & Brunner Enrique Alcalde R Tel: + 56 2 23643782

Mr Alcof the Catholic University of Chile in 1987 and obtained both an LLM (2010) and a PhD (2013) at his alma mater, all of them with the highest possible academic honours.

China In 1993, Duan&Duan Law Firm was one of the first firms to open its doors in Shanghai and in China. From its beginning, Duan&Duan has always been offering to selected PRC lawyers a unique opportunity to leave their mark on the legal community and to contribute to China’s flourishing economy and developing legal environment. Duan&Duan has grown to become a prestigious medium size PRC law firm, with an international profile and practicing law in accordance with international standards, focusing on legal issues involving foreign businesses and PRC laws and regulations. Duan&Duan opened its first office in Shanghai after having successfully obtained the relevant governmental approvals, including the one from the Department of Justice and of the State Education Commission. The firm then opened its branch offices in Seattle (USA), Hong Kong, Beijing, Shenzhen, Kunming, Hefei, Dalian and Chengdu. Duan&Duan legal professionals all have extensive practical experience and expertise in their respective field of practice. The legal services provided by all the branches of Duan&Duan, in and outside the PRC, are supported by the firm’s strong global team. Its professionals constantly make effort to efficiently provide high quality services and creative solutions to contribute to their client’s success, using all the necessary modern communication tools and technologies. Its partners, lawyers, paralegals all graduated from prestigious and well recognised universities. They not only have a strong baggage of knowledge and an excellent understanding of the Chinese legal system, but also have extensive practical experience within their respective field as well.


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After over 20 years spent on building up a strong reputation and its own reputable brand, training excellent attorneys, adapting to the constant changes shaping the Chinese legal framework and environment, striving to successfully advised its impressive bank of clients going from individuals to prestigious listed companies while passing along and sharing its passion for its work, Duan&Duan finally has an established network of offices and legal professionals having the necessary expertise to respond and go beyond their client’s expectations. The firm believes in each of its clients’ potential and success, in working together with its clients’ to achieve their objectives, in offering a real expertise responding efficiently to its clients’ need and in continuing its expansion on the international scene to serve its clients better. This is how Duan&Duan built its unique reputable brand and gained its clients’ confidence. Oscar Chen, partner of the firm, has more than ten years experience in international arbitration and litigation area. He has represented many Chinese major state owned enterprises and privately run business in commercial dispute cases in China International Economic and Trade Arbitration Commission, the Hong Kong International Arbitration Center, the International Court of Arbitration, the Singapore International Arbitration Centre, the US Federal Court or the Hong Kong High Court. He advises various Chinese companies for their overseas financing projects. He also advised many well known foreign companies in their investment projects in China. He also represented many multi-national US and UK companies in their IP legal business.

Duan&Duan Oscar Chen Partner Tel: +86 010-65330663

Arbitration, ADR & Litigation

Cyprus A. & E. C. Emilianides, C. Katsaros & Associates LLC is a full service law firm located in the centre of Nicosia providing a wide spectrum of legal services and advocacy. The award winning law firm was established in December 2013 and its parent company A. & E. C. Emilianides has excelled in providing legal services for more than a century, being founded in 1896. Led by Professor Achilles Emilianides and Costas Katsaros, the firm engages in both complex litigation and extra-judicial advice. The firm’s areas of practice include civil, commercial law, as well as European Union law, human rights law, constitutional and administrative law and media and internet law. Its clientele includes public and semi-public institutions and major national and multi-national companies. The firm is active in litigation matters in Cyprus, in all fields of civil, commercial and public law, banking and insolvency law, the law of torts, family, succession and land law as well as employment law, competition, insurance, public procurement, EU and sports law and furthermore regarding all matters arising from contractual and commercial relations. The firm’s experienced litigation team regularly handles complex cases before all District Courts of the Republic, as well as the Supreme Court of Cyprus. Furthermore, the firm handles a

wide variety of arbitration cases and alternative dispute resolution matters. The firm further provides to its corporate clients all the required legal advice and services with respect to the incorporation and management of companies, drafting, legal opinions, regulatory issues, opening of bank accounts, secretarial and directorship services, setting up of trusts, winding up/liquidation, as well as legal representation in all commercial law matters. The firm further engages in complex private international law disputes, such as disputes relating to international contractual or non-contractual relations, international family and succession law cases, and loan agreements or land transactions by non-Cypriots. The firm’s aim is to provide professional legal services with the utmost of quality and efficiency. Managing Partner Prof. Dr Achilles C. Emilianides is a practicing advocate, a Professor of Law and Head of the Law Department of the University of Nicosia. He holds a PhD in Law from the Aristotle University of Thessaloniki and has extensively published in various legal subjects. He has acted as a consultant to public, semi-public institutions and multi-national companies.

A. & E. C. Emilianides, C. Katsaros & Associates LLC Professor Dr. Achilles C. Emilianides Tel: +357 22 676752; +357 22 676753 Fax: +357 22 676754

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 Englishspeaking 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

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Tamiza Saleh


Sarno Abdullah

Tandi Rosandi

Wiriadinata & Saleh prides itself with for being one of the oldest commercial and coorporate law firms in Indonesia. The Firm, initially specialized in the energy and natural recources sectors and now provides a full range of commercial and coorporate legal sevices with special emphasis on energy, banking, financing, infrastucture, telecommunication and foreign investment. Through more than 30 years in practise, the Firm has consistently been working towards and maintaining its position as one of the leading commercial and coorporate law firms in Indonesia, and provides a full range of legal sevices to many prominent Indonesia, foreign and multinational bussiness enterprises and financial institutions.

Graha CIMB Niaga 26th Floor Jl. Jend. Sudirman Kav. 58 Jakarta 12190, Indonesia Telp : +62-21-250 5175; Fax : +62-21-250-5185 Email :; Website :

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

LEGAL STRATEGIES - BUSINESS SOLUTIONS 216 S. Jefferson St., Ste. 504 Chicago, IL 60661 312-382-1600

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

Arbitration, ADR & Litigation

India Karanjawala & Company was founded in 1983 by Mr Raian Karanjawala and Mrs Manik Karanjawala, and operates today out of two offices in New Delhi. The firm has eight partners and a strength of about 70 lawyers at present. The firm over the years has come to dominate the litigation landscape and has serviced a wide variety of clients from ordinary litigants to royal families, politicians, corporate houses and the largest media companies. It is equally at ease handling the day-to-day cases of ordinary litigants as it is handling the legal disputes of many royal families. The firm has also been engaged before various Commissions of Inquiry set up in India to investigate politically sensitive events that have occurred which the government of the day felt were of sufficient importance to merit the appointment of a special commission of inquiry. Over the years, the firm has also developed a very strong arbitration and mediation practice. The firm features in over 400 reported judgments of the Supreme Court and has filed and dealt with more than 18,000 matters till date. Though historically, the firm’s practice began with a predominant Supreme Court and High Court emphasis, it has today expanded in a manner which ensures that it has a presence in all the subordinate courts and tribunals in the NCR, including: District Courts, Appellate Tribunal for Electricity, National Green Tribunal, Company Law Board, Telecom Disputes Settlement and Appellate

Tribunal, Competition Appellate Tribunal, National Consumer Disputes’ Redressal Commission, State Consumer Disputes’ Redressal Commission, Appellate Authority of Industrial and Financial Reconstruction, Board of Industrial and Financial Reconstruction, Debt Recovery Tribunals & Debt Recovery Appellate Tribunal, etc. The approach of the firm is reflected in its working creed. The firm believes in thoughtthrough advice, effective and expeditious execution, and competitive and cost effective pricing. The firm’s pragmatism and all round professionalism has been highly valued by clients. Also, the client is always that of the firm and never of an individual; and therefore the most optimum and client friendly utilisation of talent is assured.

Karanjawala & Company Mr Raian Karanjawala Managing Partner Tel: +91 11 43788888;

For certain clients, not only does the firm handle matters in Delhi, it virtually handles all their litigation throughout India either through our inhouse team or, if need be, through counsels briefed and instructed by us on their behalf. The firm also as a result of the bulk and pan-India nature of the litigation, it handles on behalf of some of its clients like Hindustan Times, Proctor and Gamble, DLF Ltd., Yes Bank, Adani Enterprises and the Tata Group, has acquired the capacity to handle and supervise litigation all over, and has built up a strong network of advocates through whom it can co-ordinate the handling of matters in other parts of the country.

Indonesia Mohamed Idwan (‘Kiki’) Ganie is the managing partner of Lubis Ganie Surowidjojo (LGS). He graduated from the Faculty of Law of the University of Indonesia and holds a PhD in Law from the University of Hamburg. Dr Ganie is a chairman of the Association of Indonesian AntiTrust Lawyers, a member of the Regional Panel of the Singapore International Arbitration Centre (SIAC), and a fellow (FSIarb) of the Singapore Institute of Arbitrators.

The firm has experience representing a diverse range of clients, including domestic and multinational corporations, public and private companies, government instrumentalities and state owned enterprises.

Dr Ganie has more than 30 years of legal experience, and specialises in commercial transactions and commercial litigation, including alternative dispute resolution and has acted as an expert in a number court and arbitration proceedings. His expertise covers general corporate/company law, banking law, finance, bankruptcy and restructuring, mining, investment, acquisitions, infrastructure projects/project finance, antitrust, and shipping/ aviation, with a particular focus on corporate governance and compliance.

Dr Ganie explained that in all civil litigation, in principle (except for example antitrust, trademark and labour disputes), a mandatory mediation stage will be applied before start hearing on the merits.

LGS was founded in 1985 by Timbul Thomas Lubis, Dr Ganie and Arief Tarunakarya Surowidjojo. Since then, LGS has grown into the largest corporate transactions and corporate litigation firm in Indonesia. “One of our unique selling points is the combination of our long-standing commercial law practice and our premier litigation department that has extensive experience in dealing with commercial disputes in the context of arbitration and alternative dispute resolution as well as litigation in the Indonesian courts,” said Dr Ganie. “This allows our corporate transaction departments to benefit from such litigation experience to ensure that any transactions handled by the firm are carried out with a view to the potential for future disputes and any existing risks.”

T h e L a w O n Yo u r S i d e

“We strive on addressing the challenges faced by our clients and approach them with a pragmatic view that is driven by a deep understanding of their business needs and of the surrounding practicalities of the legal and business landscape that they operate in,” he added.

“In the mandatory mediation stage (after a formal court complaint has been submitted) professional/ licensed mediators under the supervision of the court will conduct the mediation process, which in and on itself re-opens the possibility that an amicable settlement can be reached although previous attempts, prior to submission of a formal complaint, have failed.” He noted that the increase of disputes that are submitted to courts is attributable to an increased confidence in the court system. “In the past out of court settlements have been the rule, which is partly a cultural factor that has now changed and partly caused by increased credibility of the court system itself.

Lubis Ganie Surowidjojo Dr Mohamed Idwan (‘Kiki’) Ganie Partner Tel: +62 21 831-5005, 831-5025

“There has been, in our direct experience, a significant number of mediated settlements that are enforceable though court assistance. This is also attributable to the increased number of licensed (and therefore trained) mediators. In order for mediated settlements to be eligible for direct court enforcement, an Indonesian licensed mediator must have conducted the mediation,” he concluded.

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Arbitration, ADR & Litigation

Oman Mona Taha Ahmed Amer is managing partner at Qais Al Qasmi & Mona Amer Lawyers & Legal Consultancy. She has 29 years of experience in the legal profession and over 20 years in the Sultanate of Oman, appearing before all court instances, including the Supreme Court, in all categories of cases, locally and internationally, including cases of public opinion and interest. Ms Amer is a certified advocate at The Court of Cassation, Egypt, and a certified arbitrator by The Ministry of Justice in Oman. She worked as sole arbitrator and member of arbitration tribunals, with general experience in arbitration for over 15 years. Ms Amer has published numerous legal articles on a weekly basis since 1997 in most of the daily newspapers and magazines, locally and in the GCC. These articles covered the commercial law, criminal law, civil law and Personal Status Law…etc. She participated in the preparation of Medical Malpractice Law at Shura Council in Oman 2002; the legal committee which consisted of four members to study and comment on the Omani Personal Status law in 2004; and the seminar for amendment of Uncitral arbitration rules, which was held in Beirut, April 2010. Academic Qualifications & Post Graduate Study: • Bachelor of Law from Asuit University, Egypt 1984. • Special Detective Diploma – Scotland Yard 1987. • Arbitration in Local and International Construction Contracts (FIDIC) Diploma, Faculty of Law, Asuit University, Egypt 2010. • Int’l Commercial Arbitration Diploma, Faculty of Law, Asuit University, Egypt 2010. • Master of Int’l Commercial Arbitration, Asuit University, Egypt 2011. • Ph.D. of Int’l Arbitration, Asuit University 2014

Qais Al Qasmi & Mona Amer Lawyers & Legal Consultancy was established in 1994 and enjoys a long legal experience and a high quality of work for its recruitment of many lawyers and legal consultants specialising in various legal fields such as the criminal law, the commercial law, the civil law and the law of civil affairs. The office also has experience in concluding commercial contracts, establishing S.A.O.G, S.A.O.C and foreign investment companies, providing full and integrated legal services, applying modern systems and programs towards providing best services for its clients in addition to observing a keen follow-up and contacting approach. Principal areas of expertise and practice: • Legal consultancies in all fields • Formation and registration of companies and commercial agencies • Formulation and revision of contracts/agreements • Civil, criminal, commercial, labour-related and personal affairs lawsuits • Consultation on corporate governance • Registration and protection of trademarks and patents rights • Banking and insurance cases • Maritime and aviation compensation cases • Contracting and real estate cases • Local and international arbitration • Establishment and Registration of Trademarks, Patents and Copyrights • Medical negligence and professional errors • Oil contracts and its related services • Property and tax • Dispute resolution • Debt collection

Qais Al Qasmi & Mona Amer Lawyers & Legal Consultancy

“The decision is important as it marks yet another milestone in the FIDIC contracts disputes involving Romanian law where the imperative provisions of the law prevail over the contractual dispute mechanism.”

Zamfirescu Racoţi & Partners Attorneys at Law

Mona Taha Ahmed Amer Managing Partner Tel: +968 99357499 (Mob); +968 24568627/29 (Office);

Romania Zamfirescu Racoti & Partners has a leading dispute resolution practice in Romania. The firm’s client portfolio consists of major national and multinational companies acting on the Romanian market in sectors and industries such as: banking & finance; oil & gas; aluminium; water; food; agriculture; pharma; construction (infrastructure, railways, building construction); and services (outsourcing, IT, telecommunications, transport). “We have a strong record of achieving successful outcomes for our clients and the resources to handle dispute resolution cases of all types: a complete dispute resolution service, a team of 37 experienced litigators and arbitrators, the ability to analyse the substantive dispute, tactical approach, and broad commercial experience,” said Cosmin Vasile, managing partner. The firm’s advice is sought in connection with the broad range of disputes its clients are likely to encounter, including: administrative contentious and fiscal litigation; alternative dispute resolution; banking litigation; competition; contractual disputes; criminal law; employment disputes; enforcement and debt recovery; insolvency/restructuring; intellectual property; and real estate litigation. Discussing Zamfirescu Racoti & Partners’ recent work, Călin-Andrei Zamfirescu, senior partner, noted that 2015 marked the end of an ICC arbitration saga with full success for one of the firm’s clients. “After an initial partial award enforcing an unfavourable DAB decision, the Arbitral Tribunal, after a full revision of the merits of the case under Sub-Clause 20.6 of the FIDIC General Conditions of Contract, rejected the claim filed against our client as time-barred following the application of Romanian substantial law,” he explained.


September 2015 Corporate INTL

Mr Vasile stated that arbitration is Romania is recovering from a decline of national arbitration after a period of two years during which the main arbitration institution – the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania – had changed its rules by excluding the parties’ possibility and right to nominate the arbitrators. “This change to the arbitration rules forced the parties to turn to other arbitration institutions and prompted a reconsideration of the use of ad-hoc arbitration (previously almost non-existent) which resulted in a spectacular increase in international arbitration,” he elaborated. Starting with the change, in 2014, of the arbitration rules of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania and return to the traditional principle of party autonomy in selecting arbitrators, a revival of national and international arbitration before the Court of International Commercial Arbitration in Bucharest is expected. “2015 is also the year when the effectiveness of the New Criminal Code and the New Criminal Procedure Code (in force as of 1st February, 2014), bringing about specific and more intensive focus on formalism and awareness as to the consequences of failure to abide by the rules, evidences its first significant outcome and impact on this type of litigation,” concluded Mr Zamfirescu.

Călin-Andrei Zamfirescu Senior Partner

Cosmin Vasile Managing Partner

Tel: +40 21 311 05 17/18

Arbitration, ADR & Litigation

Saudi Arabia The Law Firm of Majed M. Garoub provides comprehensive services in relation to arbitration and alternative dispute resolution, starting from the negotiation and drafting of alternative dispute resolution clauses in contracts, and extending to the representation of clients in dispute resolution proceedings, whether on a domestic or international level. As for litigation, the firm has extensive experience in representing clients in cases with value exceeding 10 billion Saudi Arabian Riyals.

built in accordance with the spirit of UNICTRAL and the principles of international commerce.

The Law Firm of Majed M. Garoub provides legal services to a wide variety of clients, including businessmen, corporations of all sizes, financial institutions, governmental departments and agencies, and family controlled businesses. The firm’s expertise includes representing clients in many sectors such as construction and infrastructure, sports, media, telecommunications and technology.

“We believe that such ongoing development will increase international confidence in the investment environment in Saudi Arabia, and most importantly it will contribute to increase demand on professional legal services.”

The firm is currently representing an Arab sports entity in international arbitration proceedings under English law, in a dispute arising out of a sponsorship agreement. “We expect the outcome of this arbitration to have a notable impact on sports law and sports investment environment in the Middle East,” said Majed M. Garoub, chairman. Mr Garoub noted that the Saudi Arabian authorities recently decreed the establishment of a centre for commercial arbitration for which a board of directors has already been appointed. He expects the board to develop and restructure the arbitration practice in Saudi Arabia in the next months. “Saudi Arabia is witnessing legislative changes aimed at the development of the judicial system and alternative dispute resolution mechanisms,” he continued. “Most notably was the introduction of the Saudi Arabian Arbitration Law in 2012, which was

“Further, in 2013, another legislation was approved, which established new mechanisms and specialised judicial circuits with the sole purpose of facilitating the execution and enforcement of judicial decisions and arbitral awards, the new legislation also introduced a streamlined procedure for the sequestration of assets.

Given that the regulation of arbitration is somewhat new in Saudi Arabia, Mr Garoub highlighted that it is often expensive. Therefore, he advises clients to through the arbitration route when the value of agreements in dispute exceeds a certain threshold. “Additionally, arbitration is advisable when agreements require specialised technical knowledge as in technology transfer contracts,” he added. “Otherwise litigation before national courts is more advisable.”

The Law Firm of Majed M. Garoub Majed M. Garoub Chairman Tel: +966 012 651 8222

In light of the measure taken by the Saudi authorities to attract international investment by, and the ongoing development of the judicial system, the firm expects an increase of international investment and therefore an increase of international arbitration. “Additionally, the decrease in oil prices and the large number of mega projects currently in the last stages of implementation will inevitably cause disputes in big amounts, such disputes will be resolved within the domain of arbitration in the upcoming months,” concluded Mr Garoub.

Turks & Caicos Islands Griffiths & Partners (“G&P”) is the leading Turks and Caicos dispute resolution firm, with three full time partners involved in international litigation led by Conrad Griffiths QC. The firm covers the full range of disputes and undertakes its own advocacy, using the English Bar for heavier matters where specialist experience is required. “We are experienced litigation professionals with a broad and deep track record in international litigation and arbitration,” said David Stewart, partner. Mr Stewart is a fellow of the Chartered Institute of Arbitrators, and was (until 2014) a litigation partner in leading London firm Olswang LLP. “Our mix of international experience and local knowledge and reputation means we are extremely effective dispute lawyers, and we work with a broad network of best friend firms throughout the Caribbean territories,” he continued. The firm’s clients include international banks, corporates and high net worth individuals, as well as substantial local businesses. Recent cases of note include: advising an international currency trader in a major dispute ($300 million +) involving a global bank; advising on an international arbitration under ICC rules involving proceedings in three different countries (sum claimed in excess of $250 Million); advising a local financial services business in a dispute with an international bank; and advising on and conducting a capital reduction for a Turks and Caicos based international banking group.

The firm is a member of the LCIA, the ICC Caribbean and Latin American Group, the AAA, and the Chartered Institute of Arbitrators. Mr Stewart explained that there are no specific dispute resolution institutions in the Turks and Caicos Islands, as the jurisdiction is too small to warrant them. “The Turks and Caicos is a British Overseas Territory with a common law system, and procedural rules very similar to the system in England and Wales,” he elaborated. “English case law is persuasive authority and regularly relied upon in proceedings before the Turks and Caicos Supreme Court, and the Court of Appeal. The final appellate Court for the Turks and Caicos Islands is the Privy Council in London.” Mr Stewart noted that arbitration is increasingly popular as a dispute resolution method for commercial disputes in the Turks and Caicos Islands, as it offers a confidential forum for dispute resolution, which is particularly important in a small jurisdiction with an open and transparent court system. Mediation, arbitration, and expert determination are all methods of dispute resolution the firm has seen being used in the Turks and Caicos Islands.

Griffiths & Partners David Stewart Partner Tel: +1 (649) 941-8250 Fax: +1 (649) 941-8251

“Our Courts are widely respected regionally, with an extremely high standard of judiciary and a prompt and efficient administrative system, which is technologically advanced. Litigation can be conducted at a rapid pace compared to larger jurisdictions, and judicial availability is generally good. Notwithstanding this, arbitration and mediation are valued dispute resolution methods primarily thanks to the confidentiality they offer,” he concluded.

September 2015 Corporate INTL


North America



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 | | Address: 135 Daisy Street, Sandton, Johannesburg | P O Box 41162, Craighall, 2024, South Africa

Global IP Who’s Who

Legal protection for the expression of creative ideas and the outcomes of scientific research is essential for the development and long-term growth of business and innovation. Intellectual property encompasses the legal property rights over creations of the mind, both artistic and commercial, and the corresponding fields of law. Under intellectual property law, owners are granted certain exclusive rights to a variety of intangible assets such as musical, literary and artistic works; ideas, discoveries and inventions; as well as words, phrases, symbols and designs. Common types of intellectual property include copyrights, trademarks, patents, industrial design rights and trade secrets. For many companies, intellectual property is an extremely valuable, but not fully appreciated or understood, asset. All businesses have intellectual property, regardless of their size or sector. A company’s IP is likely to be a valuable asset. Securing and protecting it could be essential to a business’ future success. The first step to protecting and exploiting a business’ intellectual property successfully is carrying out a systematic IP audit. This is not always a straightforward task, as IP doesn’t just reside in patents held or trademarks registered. One must also consider items such as any bespoke software, written material, domain names and customer databases. The majority of IP rights provide creators of original works with economic incentive to develop and share ideas through a form of temporary monopoly. Although many of the legal principles governing intellectual property have evolved over the centuries, it was not until the late 20th century that the term ‘intellectual property’ began to be used as a unifying concept. Solicitors within this field work in a broad range of areas, but most commonly ones for which design is central to their business, such as manufacturing and the creative industries. Intellectual property essentially provides a controlled monopoly for designers to exploit. An intellectual property solicitor works on the sale and purchase of IP, its registration and licensing – as well as dealing with third-party IP claims.

34 percent over the same period. The largest declines in patent and scientific research volume were in the Semiconductor industry. • Overall Patent Volume Reaches New High Despite the slowdown in year-over-year growth rate, total, worldwide patent volume has reached a record high, with over 2.1 million unique inventions published over the last year. The industries showing the largest growth in patent volume were Food, Beverages & Tobacco (21 percent); Pharmaceuticals (12 percent); Cosmetics & Well-Being (8 percent); and Biotechnology (7 percent). • Businesses Embrace “Open Innovation” Across virtually every industry studied, the trend toward “open innovation,” whereby companies partner with academic institutions, individual researchers and other companies (in some cases, even competitors) has been on visible display. Samsung, for example, has moved to aggressively partner with academic institutions in the development of semiconductor technologies, filing 129.1 of every 10,000 patent filings in this space jointly with an academic institution. • Traditional Industry Lines Blur Driven largely by the rise of the Internet of Things, the traditional boundaries between industries and companies’ areas of specialisation have continued to blur. Dozens of companies featured in the study, such as Apple, DuPont, General Electric, IBM, and Samsung, appear among the top patent assignees in multiple industries outside of their core areas of focus. Samsung is the most extreme example, ranking among the top 25 patent assignees in nine of the 12 industries analysed in the study. “We are standing at a fascinating inflection point in the history of technological innovation,” said Basil Moftah, president, Thomson Reuters IP & Science. “The organisations in this study clearly recognise the challenges inherent in continuing to break new ground at the pace they’ve maintained for the last several years. They’re taking clear strides, with strategies such as open innovation and aggressive expansion into new industries, to try to achieve even faster, better results.”

Key trends The Future Is Open: 2015 State of Innovation, an analysis of global scientific literature and patent data across 12 technology areas, shows that although overall patent activity has reached an all-time high, year-over-year growth in new inventions has slowed considerably and scientific literature production has declined in almost every industry. Key findings from the report include: • Year-Over-Year Innovation Growth Slows Total, worldwide patent volume increased just 3 percent over the last year, the slowest rate of patent volume growth since the end of the global recession in 2009. The total volume of new scientific research decreased

Key Contacts: International Bar Association Patricia Hoet-Limbourg Co-Chair - Intellectual Property and Entertainment Law Committee Alexander Birnstiel Co-Chair - Intellectual Property and Entertainment Law Committee September 2015 Corporate INTL


Global IP Who’s Who

China Eagle IP Limited Jacqueline Lui is a US Registered Patent Agent. She has drafted and prosecuted patent cases worldwide for Fortune 500 firms, multinational firms and publicly listed companies in SG, HK and abroad. Besides her own biotechnology specialisation, Dr Lui also has considerable IP experience in the areas of pharmacology, materials science, internet, manufacturing, medical devices, and mechanical and chemical engineering.

Dr Lui returned to HK in 2000 and was former head of patent registration at Wilkinson & Grist and executive director of Ella Cheong (HK). She joined Eagle IP Limited as managing director in 2005. She specialises in international patent prosecution and has been involved in advising clients on IP-related matters including strategic planning, rights procurement, portfolio management, technology transfer, due diligence and enforcement. She heads a large team of patent professionals and provides them with training on both Chinese and US patent law. In 2015, Dr Lui was recognised as The World’s Leading Patent Firms & Individuals by Intellectual Asset Management (IAM). According to Dr Lui, the Chinese government is very proactive in raising the standard of IP law to international levels. She highlighted the setting up of IP courts in Beijing, Shanghai and Guangzhou.

Dr Jacqueline Lui Managing Director Tel: +852 8101 4006

Germany PATENTSHIP Patentanwaltsgesellschaft mbH Robert Klinski is the managing partner of PATENTSHIP, a patent firm specialised in prosecuting and litigating national and international intellectual property rights in the fields of electrical engineering and information technology, physics, mechanics and chemistry. The firm is located in Munich - close to the German Patent and Trademark Office, the European Patent Office as well as the German Federal Patent Court. Another branch of the firm is located in Aschaffenburg, from where clients from the entire Rhein-Main-Area are serviced directly and on-site.

Dr Robert Klinski Managing Partner Tel: +49-(0)89-75969869-0 36

September 2015 Corporate INTL

“We understand that the best IP judges are all transferred to these special courts, so we believe that the quality of their ruling will be good and acceptable,” she commented. “However, many Western companies still do not understand the unique way the civil law is practiced in China and have unrealistic expectations about the discovery and the trial process. In addition, language and cultural barriers

PATENTSHIP’s team supports leading technology companies, universities and startups in Germany and worldwide. The firm has a profound patent prosecution experience in Germany, EU, USA, China and Japan. Its team members have comprehensive scientific and industrial background, enabling the efficient prosecution and litigation of most demanding technologies. PATENTSHIP further has a strong patent litigation experience resulting from national and international patent litigations, including US proceedings, which have been successfully handled by the firm for years. PATENTSHIP’s further services include IP monetisation, IP valuation, technology transfer and startup incubation services. “We strive to offer our clients the best possible service – at affordable prices,” said Dr Klinski. “We believe that this can be accomplished only through a close cooperation with our clients. Understanding our client’s technology and needs is the key for us to provide goal-oriented services in all fields of IP. “While the focus of our work is the prosecution of patents and other protective rights including utility models, trademarks and designs in Europe and throughout the world, a close cooperation with attorneys at law specialised in IP allows us also to offer qualified services in nullity and infringement proceedings. Moreover, a wide network of associate patent firms throughout the world enables us to implement multinational IP strategies for our clients.”

continue to be a significant hindrance to understanding local practice. It is therefore very important to engage a practitioner who has both western and local knowledge.” Dr Lui stated that companies in Hong Kong and China are becoming more and more aware of the importance of having their IP protected. She added that “they are also beginning to appreciate the value of quality patent drafting, like what we have been offering”. In China, requirements for patent protection of software, life science and pharma-related inventions are very different/strict compared to the requirements in the US and Europe. Dr Lui added that the interpretation of patent claims by the courts and with the reexamination board of the Chinese patent office is also different compared to the West. “As such, it is critical that the patent attorney working on a case for a foreign (non-Chinese) company be able to understand the needs of the foreign company and at the same time be able to come up with strategies that would work for the company in China. We access this bridge with our knowledge of both East and West, both culturally and legally,” she concluded.

PATENTSHIP provides world-wide full cover service for intellectual property matters such as German, European, Asian and US patents, German and foreign utility models, applications under the Patent Cooperation Treaty (PCT), national, international and community trademarks, national and international design models and topographic designs, trademark and patent searches, expert analysis, litigation, license matters, the law of employees’ inventions, portfolio and intellectual property right strategies. Dr Klinski studied electrical engineering and telecommunications at the Technical University Hamburg-Harburg and received his doctorate with honours from the Munich Technical University in the field of mobile communication technologies. He also worked as researcher with the Fraunhofer Institute in Munich where he designed wired and wireless communication systems. Dr Klinski has extensive experience in patent prosecution and litigation in particular in the area of telecommunication systems and communication networks. Dr Klinski has been successfully representing a globally operating network operator in a number of initiated infringement lawsuits initiated by NPEs and corresponding nullity proceedings in the field of DSL technologies. He further successfully defended a telecommunications enterprise in a German part of international infringement proceedings in the field of wireless communication networks.

Global IP Who’s Who

Greece VAYANOS KOSTOPOULOS VAYANOS KOSTOPOULOS, founded in 1900 by the pioneer IP Law attorney Dr Alkiviadis Zoiopoulos is one of the leading law firms in Greece. Through dedication, commitment and flexibility, the diverse needs of businesses and associates are catered for by client-tailored solutions and stateof-the-art legal advice in a timely and precise manner. Its broad client base encompasses both multi-national as well as local enterprises, consisting of not only businesses, but also individual inventors, creators, designers, authors and other IP holders.

Dr Nikolaos Lyberis Managing Director Tel: +30-210-3808501

India Lall Lahiri & Salhotra Lall Lahiri & Salhotra (‘LLS’) today is one of the most reputed and wellregarded law firms in India with exceptional team experience, domain expertise and a business centric approach. LLS is also known for its pro-active measures, fresh thinking as well as providing services of the highest calibre to all its clients. Consisting of over 55 attorneys (including six partners) and a support staff of 85, including attorneys, patent agents, scientific and engineering experts, life sciences experts, transactional attorneys and company secretaries in two locations, LLS is fast expanding to become the foremost legal advisory practices in the country.

Rahul Chaudhry Managing Partner Tel: +91 11 435 000 00

Since 1993 the firm is under the direction of Dr Nikolaos Lyberis who, being a litigator, is admitted before the Supreme Courts for civil and administrative matters. Nikolaos represents prestigious clients in trademark, patent and other IP rights conflicts from all sectors of industry and commerce and is also a member of numerous international associations focusing on IP law, such as ECTA, AIPPI, INTA, FICPI, GRUR and others. The original establishment location of the law firm has been retained in the vicinity of the centre of Athens at Stournara Str. 37, opposite the Athens Polytechnic University and the National Archaeological Museum. A wide range of IP related services are rendered, including prosecution and litigation of all kinds of rights on intangible assets such as trademarks, patents and Supplementary Protection Certificates (SPCs), domain names, copyright, IP rights maintenance and representation before State and Regulatory Authorities. Further areas of IP practice are successful representation in Customs Interventions, IPR infringement proceedings before all court instances, including interlocutory injunctions. The drafting of contracts, market supervision law (health, consumer,

The firm handles all IP related work, including management, protection of large scale IP portfolios, creation and protection of IP, enforcement, transactions including licensing, assignments, take overs and acquisitions, monetisation, strategy and planning for long term IP optimisation etc. LLS also acts as a point of contact for various multi national entities for IP management and protection across South East Asia and the Middle East; hub-andspoke arrangements for clients based on their requirements; The IP department at LLS has over 30 years of experience in both contentious & non-contentious matters. Our firm & the attorneys have been committed to providing high quality services to our clients and have had the privilege of assisting some of the most well-known names in fields as diverse as oil & gas, pharmaceuticals, FMCG, consumer goods, IT, fashion, telecom, electronics, entertainment, media & publishing, retail, automotive amongst others. The firm is headed by Mr Rahul Chaudhry, the managing partner of LLS. Mr Chaudhry has been at the helm of the firm’s entire practice since June 2007, turning it from a small familyrun law practice into one of the finest, professionally managed, business oriented full service law firms in India. He has

advertising and privacy), legal consultancy and supporting services (administration, translations and IPR maintenance) constitute the core of the VAYANOS KOSTOPOULOS team’s activities. A diverse workforce comprising European Patent Attorneys, Lawyers, Trademark Attorneys and Litigators, Technical Advisors, Paralegals and IP Rights Administrators, enables the firm to offer a top-class, comprehensive service to its broad client base. Some of the market leaders in the industry and service provision sectors are included among the clientele, such as pharmaceutical companies, automobile manufacturers, chemical industries, electronics, tobacco, food beverages, cosmetics, entertainment and financial enterprises, et al. The efficient operation of the offices is supported through the use of up-todate customised software and hardware facilities, enabling fluid execution of necessary functions, including the maintenance of reliable electronic records, an indispensable tool in serving the needs of not only large, but also small and medium-sized enterprises.

directed and managed the changes in LLS’ operations, structure and business approach, resulting in a considerable increase in the strength of the whole team and the expertise of LLS. His vision of ensuring that the best legal talents be pooled at LLS has resulted in immense depth of knowledge available for clients to rely upon. Mr Chaudhry adopts a solutions-based approach to all matters entrusted to him by his clients. Not satisfied by merely elucidating the law, he encourages his clients to develop long term strategies based on business goals and long term cost-benefit analysis. His personal involvement in all aspects of the firm’s operations and ability to anticipate client needs has made him, and LLS, the first choice for both national and international clients who seek his expertise on legal matters and business operations. Clients from diverse industrial backgrounds seek his legal and business acumen, making him amongst the leading advisors in the country. As a result LLS has developed an enviable legal practice with decades of experience and a team consisting of the most eminent legal practitioners with specialist intellectual property, corporate, commercial and transactional expertise. September 2015 Corporate INTL


Global IP Who’s Who

Japan Uchida & Samejima Law Firm Uchida & Samejima Law Firm (USLF) is one of the leading law firms in the field of IP/IT law. Most of the firm’s 20 attorneys have legal and IP experience in larger Japanese corporations such as Toshiba, Hitachi, Sony and Mitsubishi; as well as having qualified both in Benrishi (Patent Agent) and Bengoshi (Attorney at Law), with backgrounds in various technologies such as life science, chemicals, mechanics, electronics and software.

Masahiro Samejima, founder and senior partner, practiced IP at IBM Japan, followed by 15 years’ practice of IP litigation and licensing in various law firms, before establishing USLF in 2004. “This unique portfolio of attorneys is most significant point to distinguish our law firm,” said Mr Samejima. “Generally, attorneys in Japan do not have any business background or technological knowledge. With this advantage, we can complete our legal work in a relatively short time which is cost effective to the clients, with a taste of business strategy.” He also highlighted the relatively small size of law firms in Japan compared to other countries – with 20 attorneys, USLF is now one of the largest IP boutique law firm in Japan. According to Mr Samejima, many Japanese companies have recently become aware that IP is one of the major factors required to be competitive in the market. He noted that this trend came late compared to the US and Europe, as before 2000 Japanese companies were competitive in product cost and quality.

Masahiro Samejima Founder, Senior Partner Tel: +813-5561-8550

Philippines Sapalo Velez Bundang & Bulilan (SVBB) Sapalo Velez Bundang & Bulilan (SVBB) has been involved with intellectual property practice for 39 years. As managing partner, Atty. Ignacio S. Sapalo was a former director of the Bureau of Patents, Trademarks & Technology Transfer (BPTTT) and a consultant of the Department of Trade & Industry (DTI) of the government of the Philippines from 1987 to 1996.

Ignacio S. Sapalo Managing Partner Tel: (+632) 8911316 38

September 2015 Corporate INTL

“Now, the situation has changed as Asian companies have become players in the market to provide more costly products,” he explained. “This change of situation led Japanese companies to be aware of another factor to compete, which was IP.” Discussing complexities associated with Japanese patent litigation, Mr Samejima noted that both literal infringement and validity are dealt with in one district court

jurisdiction, and that the latter can also be challenged in JPO. “This means a ‘double track’, one process in the district court (patent infringement litigation), another process in the JPO, if appealed, two process in IP High Court which in total four procedures at most. However, it is an effective procedure because the scope of the claim is deeply dependent onto the validity of the patent. “If you construe the claim wording as broad as you assert, the claim may include scope which is not valid.” This is a typical way to assert in Japanese patent court, which is possible because the judges are engaged in considering the scope of the claim and validity of the patent simultaneously.” He also pointed out that Japanese patent litigation is relatively inexpensive compared to that in the US. “Despite that the double-track seems to be complex, there is no heavy, timeconsuming procedure such as discovery in Japanese lawsuit. This effectively saves client attorney fees, besides the fact that Japanese attorney’s time charge rate is not so expensive. The relatively short procedure is also an advantage to enforce patents in Japan. The first stage in the district court typically lasts for 18 months before final decision by the court. This is even shorter if infringement is not admitted, by cutting off the procedure to determine the amount of damages,” he concluded.

The head of the IP department of the firm is Atty. Neptali L. Bulilan, a mechanical engineer, who has been a patent examiner at the BPTTT for 11 years. Among its lawyers is a chemist who obtained a masteral degree from Ateneo de Manila, Atty. Anne Mariae Celeste V. Jumadla; and a graduate of biochemistry at the University of Santo Tomas, Atty. Leonides M. Madrilejo. Its paralegals include Maryneck Daulong, a computer engineer; Dyan Hazel Lumapas, a chemical engineer; and Josel Bonifacio, a bio-chemist.

“A unique provision of our trademark law that makes the Philippines standout among the countries in the world is the fact that it requires the filing of a Declaration of Actual Use (DAU) within three years from the date of filing of the trademark application,” he explained.

SVBB’s awards include Patent Law Firm of the year from IP Asia; Top 10 filers for trademark and patent categories for 2015 from IPOPHL; and an IP Star for Atty. Ignacio S. Sapalo in 2014 by Managing IP.

Discussing complexities associated with enforcing IP rights, Mr Sapalo stated that stricter monitoring and control of entry and registration of infringing pharmaceutical products is imperative.

SVBB handles patent and trademark prosecution, inter partes cases, enforcement and litigation. SVBB is active in enforcement action and litigation for patent infringement of pharmaceutical drugs and has been successful in obtaining Writ of Search and Seizure which is patterned after the Anton Piller order.

“Generic drugs are allowed entry by the Bureau of Customs (BOC) and registered by the Food and Drug Administration (FDA) purportedly under the Cheaper Medicines Law notwithstanding that they are covered by valid patents issued to innovators. Under existing regulations, the FDA does not concern itself with IPR but leave the issue to IPOPHL jurisdiction. This results to substantial losses in sales of innovator drugs.

According to Mr Sapalo, the IP Code in the Philippines enumerates copyright and related rights; trademarks and service marks; geographical indications; industrial designs; patents; layout designs of integrated circuits; and undisclosed information, but effectively limits its scope to copyright (and related rights), trademarks, and patent laws (including utility models and industrial designs) only.

He also noted that the Philippines acceded to the Madrid Protocol on April 25, 2012, adding that amended rules on UM and ID have removed the substantive examination requirement for UM and ID applications.

“Furthermore, the FDA and IPOPHL should amend the rules to prevent registration of a drug still covered by a patent or as a compromise to avoid delaying the entry of generic drugs in the market, wait until the life of the patent is about to expire before allowing generic companies to start clinical tests needed to obtain FDA approval,” he concluded.

Global IP Who’s Who

Nigeria Olaniwun Ajayi LP

Toyosi Alabi Partner Tel: +234-1-2702551 Ext 2706

A trade mark, when registered, shall be registered as of the date of the application for registration and that date shall be taken for the purposes of the Act (emphasis mine) to be the date of registration (Section 22(2) of the Trademarks Act Nigeria (TMA)).

Non-Use of a Trademark: When Does Time Begin to Run? The ‘retrospective’ effect of this provision undoubtedly enhances investor confidence, as any commercial obligation which is hinged on date of registration, will not be hampered by lengthy registration procedures. It is perhaps in the same spirit that the food and drugs agency in Nigeria (NAFDAC 1) has taken a liberal approach to its regulation on procedure by accepting evidence of potential proprietorship as evidence of proprietary ownership or approval2. There is a contrary effect of Section 22(2) TMA however, which may frustrate or deter proprietors in making a business decision on when to register their marks. By Section 31 TMA, a trademark is liable to revocation if it is not used within a certain timeframe and on a combined reading of Section 31 and Section 22(2) TMA, a proprietor of a mark may be caught, if commencement of use of his mark is commercially tied to issuance of his certificate.

Section 31(2)(b) TMA provides that a registered trade mark may be taken off the register if up to the date one month before the date of the application (for revocation) a continuous period of five years or longer elapsed “during which the trade mark was a registered trade mark” and during which there was no bona fide use of the mark. Interpreting this section in the light of Section 22(2) of the TMA could thus mean that the mark of a lawful proprietor whose registration process for the purposes of argument, takes five years, may be liable to be revoked on the date his certificate issues. It is very doubtful that the draftsman could have intended that the operative date for computation of the period of nonuse would be the date of application as envisaged in Section 22(2), TMA. Literally interpreted, the explicit reference to the period, ‘during which the trade mark was a registered trademark’ in Section 31(2)(b) TMA must mean that the relevant date for the purpose of non-use, must be the date upon which the certificate of trademark registration issues and the mark is placed on the trademark register, since, a mark is not registered unless it is entered on the register. Curiously, the Nigerian Courts seem to have interpreted Section 31(2)(b) TMA to align with the application of Section 22(2) TMA. The Court of Appeal in Procter & Gamble Co. v. Global Soap & Detergent Case3 did not agree that time begins to run, in relation to the non-use provisions in Section 31 TMA, when a mark is entered on the register. In contrast, The UK Trademarks Act 1994 Act explicitly spells out the draftsman’s expectation in relation to the computation of length of time for ‘non-use’. Section 46(1)(a) of the UK Act provides that the registration of a trademark may be revoked on the ground: ‘that within the

period of five years following the date of completion of the registration procedure it has not been put to genuine use in the United Kingdom …” . The position under the UK Trademarks Act is no doubt appealing and in line with the philosophy of not punishing the proprietor for the sins of the registry. The Nigerian TMA would benefit from an amendment of its Section 31, to more closely accord with Section 46(1) of the UK Trademarks Act. Alternatively, it will be apposite for our apex court to adopt a literal interpretation of section 31 TMA, which does not unduly divest proprietors of their rights. In the meantime, until there is a beneficial interpretation or amendment of Section 31 TMA, proprietors must themselves exercise diligence in engaging in bona-fide use of their trademark once their trademark application is filed. Olaniwun Ajayi LP Olaniwun Ajayi LP is a fully integrated firm, with over 50 years’ experience in helping our clients achieve their objectives. Our dedicated Intellectual Property Practice is skilled in servicing local and foreign businesses in the registration and protection of their IP and other proprietary rights in Nigeria and other parts of Africa. We handle portfolio management and enforcement of IP rights in Nigeria, Ghana, OAPI and other countries in Africa. Our in-depth knowledge of commercial law and arrangements, coupled with our familiarity with regulators, stand us in good stead to meet our clients’ needs. Toyosi Alabi Our team lead, Toyosi Alabi, has over 17 years work experience as an IP lawyer, having prosecuted and defended law suits involving trademark, design and patent infringement, revocation of trademarks and oppositions. She was part of the team which assisted in improving and reshaping operations at the trademarks registry in Abuja. Her experience also spans revocation of infringing company names at the Corporate Affairs Commission and revocation of conflicting NAFDAC registrations4. 1. National Agency for Food and Drug Administration and control 2. The NAFDAC circular on registration of products requires a certificate of brand registration / evidence of trademark approval as a prerequisite to registration. In practice, provision of a Notice of Acceptance of trademark from the Trademarks Registry, satisfies this requirement. 3. (2013) 2 NWLR Part 1336 page 409 4. Curiously, the Court of Appeal in the Procter & Gamble case lent credence to the above philosophy where it relied on a Supreme Court’s ratio in Okotie-Eboh v. Manager (2004) (2004) 18 NWLR Pt. 905 pg. 242 at page 282, para. A and held that “Statutes which encroach on the rights of the subject, whether as regards person or property, are construed as penal laws fortissimo contra preferentes; that is, strictly in favour of the subject.”

September 2015 Corporate INTL


Global IP Who’s Who

Portugal Raul César Ferreira (Herd.) S.A. 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 proved expertise in all fields of industrial property. RCF works in Portugal, in the African Portuguese speaking countries of Angola, Mozambique, Cape Verde and Sao Tome and Principe, in Timor and also in the SAR of Macao, PRC.

João Jorge COO; Patent and Trademark Attorney Tel: +351 21 3907373

US, Washington Kelly IP David Kelly is a partner at Kelly IP, a firm specialising in intellectual property law based in Washington DC, USA. Mr Kelly has represented clients in trademark, copyright, and unfair competition issues for nearly 30 years, with a focus on litigation, disputes, and strategic counselling. He is consistently recognised as one of the country’s top trademark lawyers.

David Kelly Partner Tel: +1 (202) 808-3571 40

September 2015 Corporate INTL

There is no typical client for RCF as our portfolio of clients include some of the most important Portuguese companies, as well as several of the most significant European, American and Asian companies, in various business fields, but also national and foreign SMEs that have chosen us directly 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. The Patent and Designs Department has the required expertise in several technical areas (chemistry, biochemistry, molecular biology, mechanical engineering, etc.) and in drafting, prosecuting, and in actively cooperating with the enforcement and litigation of IP rights. The Trademark Department has expertise in clearance searches and search opinions, prosecution, enforcement and oppositions in national, community and international trademarks, and also providing counselling and supporting trademark litigation. RCF also has a vast expertise in matters such as utility models, copyrights, and also in IP due diligence, namely validity analysis, infringement

In 2014, The Legal 500 U.S. named Mr Kelly as a Leading Lawyer, Legal 500’s top category, in both trademark litigation and non-contentious trademark matters. This highest honor was bestowed upon only eight lawyers across the country in each category. These 2014 honors mark the seventh consecutive year that he was named a Leading Lawyer in both categories. From 2009-2013, Mr Kelly was the only US trademark lawyer to be named a Leading Lawyer in both categories. According to Legal 500, clients describe Dave as “an outstanding trademark litigator” and “an exceptionally bright and thoughtful advocate.” Clients also look to Mr Kelly for strategic advice based on his reputation for being “full of business savvy” and “a source of much practical advice…that understands our business in a way that most lawyers don’t.” In the World Trademark Review 1000, clients report they depend on Mr Kelly because his “substantial proficiency and estimable business acumen single him out in the field” and he is an “absolutely fantastic trademark attorney.”

analysis, technical expertise in litigation, infringement probative searches, state of the art and advanced technical searches, skilled surveillance, maintenance and technical translations. Having made a great investment in highly skilled persons, our collaborators are mainly patent and trademark attorneys but also collaborators specifically qualified in the field of mechanics, chemistry, computer science, biology, molecular biology, pharmacy, biochemistry and others, with proved 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. Remarkably, RCF has developed a very effective anticounterfeiting strategy that IP owners have adhered to and that has been revealing to be quite effective in achieving the required results. The RCF team is keen to promote and participate in the discussion of important IP matters, this is the reason why several of our collaborators are strongly involved in the work carried out by national and international organisations like ACPI, INTA, ECTA, AIPPI, FICPI, MARQUES, PTMG, ITMA, UNION, VPP, GRUR, CIPA, ABPI, ASIPI and EPI.

He has been similarly recognised by Managing Intellectual Property, World Trademark Review, IP Stars, Legal Media Group, Super Lawyers, and others. Before joining Kelly IP, Mr Kelly practiced trademark and copyright law for 26 years at Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P in Washington, D.C. He served as chair of Finnegan’s Trademark and Copyright Practice Group for most of his 20-plus years as a partner. Mr Kelly commented: “The legal market is changing. And Kelly IP is leading the way. The owners of the world’s top brands deserve lawyers who are as passionate and innovative as they are about nurturing and protecting their brands and creative works. They deserve lawyers with years of big-firm IP experience who believe in delivering value to their clients. They deserve lawyers who know their business, not just the law. They deserve lawyers who define the cutting edge, but never lose their human touch. It’s a brand new world. Welcome to Kelly IP.”

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: or visit for further information. Capita Financial Administrators (Gibraltar) Limited, Blake House, 19C Town Range, Gibraltar. Telephone: +350 200 43339, Fax: +350 200 49450, Website: 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.

Annual 2015 Corporate Law Who’s Who

Corporate law relates to the firms that are incorporated or registered under the corporate or company law of a sovereign state or their sub-national states. It involves general corporate matters such as incorporation of companies, directors’ and shareholders’ rights, articles of association, board meetings, secretarial matters and public listing or de-listing of companies among other things. It is the most dominant kind of business enterprise in the modern world, and has a separate legal personality with limited liability or unlimited liability for its members or shareholders, who buy and sell their stocks depending on the performance of the board of directors. A corporate lawyer deals mainly in business transactions. They specialise in several aspects of the law and how it relates to their business. Clients in this area of law include: multinational corporations, investment banks, privately-held companies, small and medium scale businesses, regulatory bodies and governments. Corporate lawyers can either provide their services as an adviser, or they may act on behalf of a company in court, depending on the clients’ requirements. When they reach a judicial level they can also study and draft contracts, facilitate mergers and handle human resources issues. Corporate law can be divided into: corporate governance, concerning the power relations within a corporation; and corporate finance, regarding the rules on how capital is used. Corporate governance affects the way a corporation is directed, administered and controlled. It also includes the relationships among stakeholders and the mutual goals for which the corporation is governed. This involves balancing the interests of stakeholders in a company, including: shareholders, management, customers, suppliers, financiers, government and the community. Effective corporate governance encourages management to track objectives, and shareholders to facilitate effective monitoring. It is a significant part of improving economic efficiency and growth, as well as increasing investor confidence. It is primarily concerned with the supervision of the management of a company and managing the risk, enabling business to be carried out competently and with due care for the interests of all stakeholders concerned. However, there is not just an issue between shareholders and management. In some jurisdictions issues rise from the power of majority shareholders over minority shareholders. When a company is faced with the risk of insolvency, directors need to be aware of the significant shift in their duties, and the related issues because their responsibilities are very different from and more extensive than those which apply to solvent companies, and many of them apply when a company is in financial trouble (but before it is insolvent, in the technical sense). Moreover, directors who have not been faced with companies in financial difficulties previously are likely to be unfamiliar with them, and failure to comply with them can lead to personal liability and/or disqualification. 42

September 2015 Corporate INTL

Corporate finance refers to the process of acquiring assets or raising capital, and helping managers decided how to use them wisely to obtain the greatest return. This also extends to the acquisition and disposal of businesses. The main aim of responsible corporate finance is to ensure that an organisation has enough resources to fund its own business plans, as well as making sure those resources are used wisely. This is done by finding ways to free up assets, increase profitability and decrease expenses. The corporation should be achieving the highest possible benefit from the financial resources available to it, with the minimum amount of expenditure. Corporate finance teams are involved in a diverse range of tasks including: creating forums which encourage investors to come to the organisation; negotiating joint ventures with prospective partners; and negotiating the price and terms when selling stocks. They consider the best growth path for their company, whether it means re-investing in the business or acquiring other companies. Corporate finance is a key component of the economy – as it also manipulates capital markets. Corporate Governance Trends According to EY, corporate boards face a variety of challenges in 2015 that if not properly overseen may impact their organisation’s reputation. “Last year was about shareholder activism and engagement,” said Mark Manoff, EY Americas Vice Chair and leader of the EY Center for Board Matters. “Boards that spent time in 2014 engaging with longterm investors to learn about their corporate governance concerns and priorities are likely to be better strategically positioned moving forward as activist campaigns continue at the same heightened pace. “With the rapid rise of transformational technologies, digital risks and human capital challenges, boards need to effectively manage reputational risk on a global scale. As a result, board members’ time commitment might increase in 2015.”

Key contacts: Christian Herbst Co-Chair – International Bar Association Corporate and M&A Law Committee Jocelyn Kelley Co-Chair – International Bar Association Corporate and M&A Law Committee

Corporate Law Who’s Who

Botswana Luke and Associates Luke and Associates has been operating since 1996 and boasts of a wealth of experience in corporate law matters in Botswana. Our corporate clients include private companies, academic institutions, banks, individuals, multinational companies and the government.

The firm’s experience includes: • assisting with drafting the draft legislation of the Insurance Act; • advising world bank on doing business; • assisting with the drafting of Financial Assistance Program (FAP) memorandum agreements; • providing legal advice to several companies in the private sector; • assisting the Central Bank with drafting the Staff Housing Project; • assisting with drafting executive consultant agreement between Botswana Life Insurance Company and Executive Consultants; • advising a major bank in England on cross border disputes; • contributing authors in various international legal books on different areas of law in Botswana; • providing legal representation to clients on litigation and dispute resolution matters. According to Edward William Fashole Luke II, managing partner, the most active areas of corporate law in Botswana currently are: employment law policies and procedures; business formation and organisation; corporate governance; and arbitration.

Edward William Fashole Luke II Managing Partner Tel: +267 3919345;

Brazil Machioni Advogados 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.

“The first three listed areas of law above are some of the most common areas of law that clients need assistance in, on any day,” he explained. “With the recent burgeoning of alternative dispute resolution methods as a way of resolving conflicts (particularly arbitration) in Botswana, some clients (especially multinational corporations) tend to prefer it, over litigation.

“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.” Machioni Advogados is closely intertwined with the academic and scientific environments at Brazil’s leading universities and worldwide centres of excellence in legal research.

Jarbas Andrade Machioni Partner Tel: +55 11 3159 3999

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.

“Private companies, who form some of our clients whom we assist with arbitral proceedings, also appear to prefer arbitration for purposes of time saving and confidentiality. As a result of this, arbitration has become one of the most common areas of law in which our clients require assistance with.” Mr Luke noted that legal complexities arise in various areas of law, including immigration law, international arbitration, employment and labour laws, mining law, etc. “The legal position on matters, is not necessarily the same in different jurisdictions, so legal advice is always the first procedure to undertake when faced with such issues,” he continued. “Our firm engages with local counsel in different jurisdictions when resolving cross border complexities that we come across.” Discussing the impact of the global recession, Mr Luke stated that while some companies have recuperated, it is quite evident in some corporate environments that the aftermath of the recession still lingers. “The current global economic crisis has led to a decline in the outsourcing of services from corporate clients. Legal services have not been an exception to this. Clients now prefer to carry out tasks themselves, where they would seek legal assistance in the past, and turn to firms when in need of legal services which are more technical,” he concluded.

“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. “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).

September 2015 Corporate INTL


Corporate Law Who’s Who

China Troutman Sanders The corporate practice of Troutman Sanders in China includes serving both inbound and outbound business of its clients. The firm’s inbound clients are multi-national companies and private investors operating in a wide variety of manufacturing and services industries. It assists them with a broad range of transactional and corporate services.

The firm’s outbound clients include stateowned and privately-owned enterprises from diverse sectors and it assists them in accessing the capital markets, M&A, offshore litigation and acquisition of real estate. While MNCs remain active in China, Edward J. Epstein, managing partner of the firm’s Shanghai Office and partner of its Hong Kong Office, highlighted ongoing consolidation in the market. This consolidation is seen particularly in the manufacturing sector, parts of which have been challenged by increased costs and revaluation of the RMB. “Low valued added manufacturing has long since begun to relocate to low cost jurisdictions and even some capital intensive high-tech manufacturers are under the same pressure as the cost of human capital has increased out of step with efficiency compared to mature economies,” he explained. “Therefore, in recent years we have assisted numerous MNCs to downsize and close facilities and consolidate businesses in China. This has involved not only labour and employment issues, but also government relations and liquidation procedures.”

Edward J. Epstein Managing Partner of Shanghai Office and Partner of Hong Kong Office Tel: +86 21 6133 8998/ +852 2533 7860/ +1 404 885 2646 edward.epstein@ edward_epstein

England CL@Cameira Legal Maria Antonia Cameira’s practice focuses on cross-border mergers and acquisitions and private equity transactions. She has advised in numerous acquisitions and private equity deals of international investors in Portugal, Brazil, Mozambique, Angola and China. She has extensive experience in a wide range of practice areas, including: • Putting together a consortium composed of five construction companies from Mozambique, Italy, Spain, Portugal and Brazil to bid for the construction of three dams, one railway line and one port in the federal state of Piauí - Brazil. The joint project is worth €3 billion and has been led by the London office team.

He noted that outbound client work has grown rapidly since the GFC as the RMB has appreciated overall over the last decade, foreign exchange reserves have ballooned and Chinese business looks for opportunities outside China, particularly in natural resources. “In the last five years, China has rapidly risen to become the largest direct foreign investor in the United States,” he continued. “Although real estate is of significant

• A major Real Estate restructuring project in Portugal involving a Chinese-led consortium in the acquisition of two real estate groups with undervalued financially-distressed assets worth several hundred million Euros. • Advising leading European Insurers in major insurance projects acting for English, German and French insurers in the Portuguese market. • Advising leading providers of consumer loans and credit cards in the Portuguese market, acting as a specialist in Portuguese competition and consumer protection law. • Dispute resolution having acted successfully for leading English transport companies in disputes involving the Portuguese State. • Advising leading English energy companies in setting up third party access projects in Portugal. • International tax matters having advised previously in tax-related M&A acquisitions and tax planning matters. Professional Associations and Affiliations: • Member of the Portuguese Bar Association • Member of the Brazilian Bar Association • Fellow Member of the Institute of Advanced Legal Studies United Kingdom

Maria Antonia Cameira Managing Partner Tel: +44 (0)207 493 0865 44

September 2015 Corporate INTL

• Fellow Member of the “Union International des Avocats” • National reporter for the Mergers and Acquisitions and Company Law Commissions • National president of the UIA with a seat on its governing board

interest, Chinese investors are also looking for opportunities for vertical integration and acquiring mature products and services that are attractive to Chinese consumers.” Mr Epstein stated that downsizing and plant closures are often complex legal and political issues in China, adding the local governments do not like to see the withdrawal of investment, particularly when that comes with labour unrest, loss of tax revenues and idle facilities. “Failure to anticipate the complexity and time that it takes to prepare for a downsizing or closure can result in strained government relations and even disputes and litigation,” he elaborated. “On the other hand, sometimes plant closures are the result of changing urban planning policies and MNCs must negotiate compensation packages and removal strategies that similarly require negotiations with different parts of local government to execute successfully.” Troutman Sanders has been involved in both types of situation and has observed that the most successful outcomes are patiently and meticulously negotiated with all interested parties. The costs of such careful preparation are high, and time is not always on the investor’s side, but the cost of failure can be much higher if disputes arise. “Troutman Sanders attorneys have decades of experience advising clients on doing business in China. We publish regular thought leadership pieces on legal developments in China to assist our clients understand the nuances of China’s political economy and legal system,” concluded Mr Epstein.

CL@Cameira Legal is a leading Portuguese and Brazilian law firm with its roots in the city of London and Lisbon, a prestigious, international client base and a reputation for excellence. The firm was established with the objective of creating a unique legal bridge linking international investors carrying out business through the UK’s financial centre to Portugal and, particularly, Brazil, before the term BRIC was coined and before the big law firms recognised this demand. “Always forward-looking and ahead of the game, we continue our proud tradition of providing business-focused legal advice that goes beyond borders and narrow areas of expertise,” said Ms Cameira. “Committed to quality of service and outcome, we remain at the forefront of an evolving legal industry as it adapts to the demands of an increasingly complex, faster moving, more interconnected world. Our firm’s culture is based on the principle that our clients’ success stems from an unwavering commitment to their needs through unmatched excellence. In effect, we don’t give up easily; if there’s a solution to be found we will find it, delivered in the most efficient way possible. “At Cameira Legal we bring a creative, quality and business-aware approach to all of our work, no matter the complexity. Our genuine commitment to understanding and supporting clients by building stronger, deeper, more mutually beneficial relationships brings about a straightforward commercial and dynamic approach. We enjoy close working relationships with leading law firms across the world,” she concluded.

Macau Lou Sio Fong Lawyer & Associates 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 State-owned 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.

Lou Sio Fong, Silvia Partner Tel: (+853) 2888 8088

(Chinese is the official language) and its geographical proximity to mainland China. “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.

“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.

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.

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

“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. September 2015 Corporate INTL


Corporate Law Who’s Who

Malta Mamo TCV Advocates Mamo TCV Advocates is one of the top tier law firms in Malta. The firm evolved from the merger in 2000 of two leading Maltese law firms - Tonna Camilleri Vassallo & Co., and John Mamo & Associates. Corporate Law Work We are constantly engaged, both on a domestic and international level, in a broad range of legal areas with special focus on corporate law. Our in-house corporate team has extensive experience of advising on domestic and international transactions.

Prof Andrew Muscat Partner Tel: (+356) 21 231 345; (+356) 21 232 271 Fax: (+356) 21 244 291; (+356) 21 231 298

Mexico Vazquez Aldana, Hernandez Gomez & Asociados Fernando Hernandez is a partner at Vazquez Aldana, Hernandez Gomez & Asociados (VAHG). VAHG is the firm to go in western Mexico for corporate, M&A, banking & finance transactions, personal wealth Management, commercial and residential real estate practices, with more than 75 years of combined experience and a large number of high-profile deals back the quality of the firm. VAHG is proud to have a broad understanding of the opportunities, strengths and challenges of each matter presented to us.

Fernando Hernandez Partner +52 (33) 3630 0906 46

September 2015 Corporate INTL

In fact, along the years, we have been retained by a number of clients, including private and institutional investors, financial institutions, governments and public authorities on a wide range of matters such as mergers and acquisitions; re-domiciliations; joint ventures and partnerships; corporate governance; shareholder disputes; issues of debt and equity; IPO and secondary offers; restructuring, division and liquidations. In providing a complete and detailed advice to our clients, the corporate team also works in synergy with the other in-house units when it comes across legal issues such as employment, litigation and intellectual property, which would be related or ancillary to the transaction in question. Furthermore, in view of the fact that the majority of corporate transactions have a cross border element, there have been instances where we had to assist in solving issues arising from matters having a crossborder nature. Our clients would typically be the company being acquired (and hence the entity which will cease to exist) or the acquiring company (the entity that will acquire pursuant to the merger). In this type of transaction, we often come across practical difficulties in the implementation of such merger, and this in view of the lack of full harmonisation in the implementation of the Cross-Border

We approach transactional (M&A and Financing) deals with an aim to cover every legal and business angle for the benefit of our clients, and help our clients achieve their business goals with full legal protection and optimal risk mitigation. As a result of its non-stop search for high added value, VAHG is proud of having the trust of worldwide known Mexican and multinational companies as a result of the adoption of its business model. VAGH represents an invaluable sum of prestige and reputation with strengths and capabilities to conduct international transactions, operating under the highest standards of services and quality, together with a singular personal approach, developing a unique strategic competitive factor and high appreciation of its clients. Our focus on nine strategic pillars have allowed us to be seen by relevant domestic and international law firms, banks, funds, financial advisors and business consultants: high ethical values, experience and reputation; performance with high ethical and professional standards; responsiveness and accountability, local knowledge with immediate global access to other jurisdictions; trained staff and team work; personal treatment; proactive communication with client; development of long term professional relationships and state of the art technology. When doing business in Mexico, investors better serve their needs when they receive quality legal advice from professionals with a high degree of preparation and knowledge of

Merger Directive (Directive 2005/56/EC) in the countries of origin of the companies being merged. Practical issues such as the different timelines granted by the authorities in the different jurisdictions, procedures to be followed, differences in documentary requirements and the methods of notifications are a few of the difficulties which we have come across. There have also been cases of differences in the requirements as to what ought to be included in the draft terms of merger. In such cases, we always seek to negotiate the position with our counterparts in the other jurisdiction with a view of obtaining a mutually convenient arrangement. There have also been instances where informal discussions and/or formal meetings are held with representatives from the Registry of Companies and the Malta Financial Services Authority with a view to finding an agreeable way forward. In this regard, it ought to be noted that the Malta Financial Services Authority adopts a probusiness approach and whilst ensuring that legal parameters are adhered to, is generally open to practical solutions. In this respect, new developments are awaited from the European Commission with respect to the said Directive.

the legal and business environments. In VAHG, we will provide you with the tools to safely and effectively navigate through Mexico’s legal system, and we are equipped to collaborate closely with private and governmental institutions alike. We will do all the legal work, you can focus on operating and expanding your business. Fernando Hernandez Bio: Graduated with honours in 1994. Education: Universidad Panamericana Campus Guadalajara (Class of, 1994), Masters in Business Administration (MEDEX, Instituto Panamericano de Alta Dirección de Empresas, 2005). Graduate in Economic and Corporate Law in 1996, Contract Law in 1997 and Tax Law in 1999 by Universidad Panamericana. Commercial Notary Public in 2001. He became Notary Public in 1987. Expert Translator of English - Spanish and vice versa by the Supreme Court of the State of Jalisco, Vice President of Consulegis, EEIG, Secretary of the Board of Directors of several Corporations, Member of the Board of Colegio de Corredores Públicos del Estado de Jalisco, A.C., Member of the International Union of Lawyers, member of the National Association of Corporate Counsels, A.C. Guest speaker for the international section of the Bar of New York and the International Union of Lawyers. Member of the International Section of the New York Bar Association. Languages: English and Spanish.



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