Corporate INTL October 2016

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Is the UK’s Internet Infrastructure Strangling SMEs? October 2016

You’ve Discovered an Insider Threat in your Business - What do You do Next? WWW. CORP-INTL .COM

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CONTENTS EDITOR’S TALK Since voting to leave the EU, the UK economy has shown signs of impending recession, reminiscent of 2008 levels. According to the FT, the pound was at its lowest level since the 1980s just days after the referendum result. The markets have since become relatively stable, but investors in all areas remain cautious and wary of future developments. This will have long-term negative consequences for the country’s growth dynamic and economic vitality, according to a Bertelsmann Stiftung study in collaboration with the ifo Institute in Munich What’s more, we may have voted to leave the EU – but that doesn’t mean you can ignore the GDPR. It will affect all UK business whether we are in, or out, of the EU. In this month’s main cover story Jamie Graves, ZoneFox CEO, explains what GDPR is, how it will affect you and what you need to do to be compliant. This month’s other cover stories examine the impact of the UK’s internet infrastructure on SMEs and discuss what to do after discovering an insider threat in your business.


The Effects of Brexit

Jamie Graves, ZoneFox CEO, discusses the impact of the EU General Data Protection Regulation on UK businesses post-Brexit.

In our Annual Trusts and Estates Review we speak to Edward Buckland TEP, worldwide chair of STEP, as well as a number of leading firms in the field to discuss the key developments and expectations for the next 12 months. Corporate INTL’s long-running International Sector Panel section covers a range of topics this month, including the rapid changes in US IP law, corporate law complexities in Cyprus and DRBA developments in Korea. This month’s issue also examines arbitration, ADR & litigation, tax and employment law, and wealth management, as well as profiling the AEA and its members.

Is the UK’s Internet Infrastructure Strangling SMEs?


Dave Millett of Equinox examines where the UK’s internet infrastructure sits in comparison to other European countries and how it might strangle SMEs and slow the economy.

Enjoy the issue. Phil Grainger, Editor

Others News & Views 4 People Moves 8 International Sector Panel 20 Funds in Malta 36 Arbitration, ADR & Litigation Who’s Who 44 Employment Law Who’s Who 50 Tax Who’s Who 54 The Importance of Networking 58 UK Wealth Management Review 64 Deals 69

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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.


You’ve Discovered an Insider Threat in your Business – What do You do Next?

An Insider Threat is a threat to the security of the business from someone within the organisation. Jamie Graves, ZoneFox CEO, explains the steps to take after discovering such a threat.

Annual Trusts and Estates Review


Corporate INTL speaks to Edward Buckland TEP, worldwide chair of STEP, as well as a number of leading firms in the field to discuss the key developments and expectations for the next 12 months.

Editor: Phil Grainger

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Contributor: Ryan Daff

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Designer: Plan B Creative

CorporateINTL October 2016 Corporate INTL


NEWS&VIEWS Alltech Crop Science Opens New facility in Brazil, Increases Production Capacity 150%

“Locally, it will create new jobs and allow us to create new partnerships while also bringing tax benefits to our clients in the region, improving our competitiveness,” added Mr Ibrahim.

On the 13th of September, Alltech opened a crop science production facility in Uberlândia, Brazil. The new plant will increase production capacity by 150%, reaching an annual production of 10 million litres as well as supplying the entire Central-West and Northeast Regions of Brazil more efficiently.

According to Mr Ibrahim, due to the tax laws in Minas Gerais, customers in the region will see a decrease of 11% in taxes merely from purchasing the products locally.

“The city is a prime example of logistic infrastructure for Brazil, so moving to this area (the Triângulo Mineiro) will benefit many of our customers,” said agronomist Ney Ibrahim, director of Alltech Crop Science in Brazil. “We will have greater options for transportation, logistic gains in speed and cost-effectiveness for the entire central region of Brazil, which will have an impact on agility and quality of service.”

Alltech Crop Science has been providing natural-based products and solutions for agronomic and horticultural challenges facing producers worldwide since 1994. Its philosophy has been to manufacture proven, traceable products that enhance crop production.

In the last five years, Alltech Crop Science has attained an average annual growth of 30%, and the objective of this enterprise is to allow this growth to continue. “Our production was already at 100% capacity,” said Mr Ibrahim. “This expansion is an important step in our development and will give us the opportunity to reach our growth and production targets.” This venture will also allow for the company’s Araucária (PR, Brazil) plant to service the grain markets, particularly in Brazil’s southern states of Mato Grosso and Mato Grosso do Sul, as well as throughout Latin America. In all, $1 million was invested in the Uberlândia plant, which is expected be recuperated during the first year of operation. The state of Minas Gerais is the biggest consumer market for Alltech Crop Science in Brazil and will be directly impacted by the new facility.

Alltech’s new crop science production facility in Uberlândia, Brazil, will increase production capacity by 150%, reaching an annual production of 10 million liters as well as supplying the entire Central-West and Northeast Regions of Brazil more efficiently.

Eight Steps to Profitable Sustainability

Co-create sustainable practices with employees

There are eight ways in which companies can engage employees to foster business sustainability – and in doing so improve profits, according to CB Bhattacharya, the Pietro Ferrero Chair in Sustainability at ESMT Berlin business school. Define the company’s long-term purpose Why does the company do what it does? Leaders should ask this question and share the answers with employees. Thinking about the social purpose that a company serves enables employees to latch onto the higher purpose and use the company as a means to express their values, which in turn, creates meaning in and at work.

Involve employees in sustainable idea generation – those that contribute to the process will be much more likely to engage with the process than those that feel sustainable practice is being forced on them from the top of the company. Encourage healthy competition among employees Run competitions for the best sustainable business ideas. Encourage competition by rewarding the best. Make sustainability visible inside and outside the company Employees will feel a sense of pride and ‘buy in’ if the efforts they make internally are recognised publicly.

Spell out the economic case for sustainability

Showcase the higher purpose by creating transformational change

Research has shown that truly sustainable business is profitable business. In 2014 alone, IBM implemented energy conservation projects at 341 locations globally, cutting usage to the tune of $37.4 million in savings – 6.7% of IBM’s total energy use. Leaders should make this case to their management teams.

No company can go it alone and beat the tragedy of the commons. We need to learn to collaborate with traditional competitors to solve thorny environmental and social issues.

Create sustainable knowledge and competence This is where training comes in – train employees so that they understand how to do things in a sustainable way. Teach them strategies that lead to sustainable practices. Make every employee a sustainability champion Leaders should tap into their employee’s personal lives and highlight what matters to them. We can create businesses that are sustainable for our children and our children’s children – and make a profit while doing so. 4

October 2016 Corporate INTL

CB Bhattacharya commented: “We should all aspire to leave our world a better place. For a company, that means having a meaningful and strategic purpose and finding ways to tie that purpose into the values and day-to-day work of individual employees. “Every person wants his or her working life to have a higher purpose that goes beyond doing a job and earning an income. Yet too many people spend most of their waking hours in workplaces that fall short of providing this. Companies that can resolve the tension people feel between their personal values and the best interests of the business will benefit by having a highly engaged and productive workforces – proud to play a part in bringing positive change to communities around the world.”

Share What You Know and Doors Will Open Have you found a work-around for a common issue in your field? Are you just back from an industry conference, with some insights on the latest trends? Whatever it is, sharing what you’ve learned can benefit your coworkers and your organisation. Do it well, and it can also turbo-charge your career or your business. Sharing links to content on social media, a LinkedIn update or an item in your staff newsletter are all good options – but decide to present in person and you create the opportunity make a much bigger impression. Laura Bruce of Toastmasters International offers a step-by-step approach to turning what you learned into a presentation that will impress: • Decide what was most news-worthy. Look for things that may not be on everyone’s radar, but should be! • Decide who would be the best audience for your news. Identifying the most appropriate audience for your information will help you create a successful and worthwhile presentation. • Before you begin to decide what to communicate, consider how your audience will benefit from what you propose to tell them. Understanding how your audience is motivated will help you craft a message that appeals to them. Unless your news seems relevant to them, they are unlikely to listen closely. • Find a forum to share your news. Is there an opportunity to piggyback onto an event that is already in the diary, or do you need to create a forum to share your news? Speaking to your HR team, or local industry or professional development organisation may reveal an upcoming event that is a good fit.

• Open by answering the question everyone will be thinking. Your audience may not say it aloud, but everyone there will be wondering, “What’s in it for me?” Aim to answer this unspoken question early in your presentation. • Decide the three most important things your audience should learn from your presentation. Alternately, you could make your main point, and then support it with three examples or case studies. Make sure at least one point will be relevant to 100% of the attendees. • Develop your conclusion, and then, lastly, write your introduction. It may seem backward, but it’s only once you have decided on the main points of your presentation and what you will end on, that you can write the introduction to tell your audience what you are going to tell them. • Write up your presentation, and speak it aloud. You will find that simply saying your presentation out loud will reveal parts that are too wordy, or don’t flow well. Edit it and say it again until it flows smoothly. • Time your presentation to ensure it is the right length, and practise it. Sharing news with your colleagues in-house or in the wider arena of your industry is a wonderful opportunity to learn more about a topic that interests you. By making a presentation, you also develop skills that will stand you in good stead regardless of your industry or level of seniority. If you are nervous about speaking in public, Toastmasters is a great way to develop your skills in a safe and welcoming environment. Some clubs will even allow you to do a test-run of your presentation, which is a super opportunity to get feedback ahead of “the real thing”!

• Once you have a slot to speak at, it’s time to create your presentation. It’s important to tailor what you say to the amount of time you have been allocated. A good way to structure your presentation is to allocate a minute to your introduction, and a minute to your conclusion, six minutes for body and one to two minutes for a Q&A.

Laura Bruce is a business communications professional, and a member of Toastmasters International – a non-profit educational organisation that teaches public speaking and leadership skills through a worldwide network of meeting locations. Headquartered in Rancho Santa Margarita, California, the organisation’s membership exceeds 332,000 in more than 15,400 clubs in 135 countries. Since 1924, Toastmasters International has helped people of all backgrounds become more confident in front of an audience. There are more than 300 clubs in the UK and Ireland with over 7,500 members.

Minister Confirms Support of Prompt Payment Code and Success in Changing Payment Culture

and industry. The businesses signed up to the Code commit to demonstrating the gold standard of payment practices, and it’s great to see so many of Britain’s leading household names on the list.”

New measures to support the Prompt Payment Code (PPC) and drive a culture of better payment practice have been confirmed in a letter to PPC signatories from Margot James, Minister for Small Business and Philip King, Chief Executive of the Chartered Institute of Credit Management (CICM).

The Prompt Payment Code is administered by the CICM on behalf of the Department for Business, Energy and Industrial Strategy (BEIS). It currently has more than 1,800 signatories, with each signatory committing to best practice in the fair and equal treatment of suppliers, many of whom are smaller businesses.

The letter highlights the significant success of the Code to date, and in particular highlighting the challenges against Code signatories that it says have been ‘hugely successful in achieving fast settlement of invoices, creating dialogue between parties, improving contract terms, and providing constructive assistance welcomed by suppliers and signatories alike’.

Last year the Government announced a series of measures within the Small Business, Enterprise and Employment Act to further strengthen the Code.

The correspondence also confirms the future appointment of a Small Business Commissioner to provide help and advice to business, including on achieving prompt payment, and the Statutory Duty to Report for large businesses to report on payment practices that comes into force from 6 April, 2017. Further strengthening of the Code will follow the implementation of the Duty to Report measures.

The Chartered Institute of Credit Management (CICM) is Europe’s largest credit management organisation. The trusted leader in expertise for all credit matters, it represents the profession across trade, consumer and export credit, and all credit-related services. Formed over 75 years ago, it is the only such organisation accredited by Ofqual and it offers a comprehensive range of services and bespoke solutions for the credit professional as well as services and advice for the wider business community, including the acclaimed CICM/BEIS Managing Cashflow Guides.

The authors of the letter confirm that signatories should be paying within 30 days where possible and that this should increasingly be the norm. The Code Compliance Board will not be enforcing 30-day terms but states that paying invoices within 60 days will be a requirement unless there are exceptional circumstances that will be considered on a case-by-case basis. An example of ‘exceptional circumstances’ might be where a company is able to demonstrate that it applies different terms to the benefit of their smaller suppliers. The Minister says that: “Prompt payment can make all the difference to small businesses, boosting their cash flow and allowing them to invest in growth for the future. Although we have seen some progress, there are still too many business owners across the country who have not been paid on time by their customers. “We need a culture change to stamp this out and the Prompt Payment Code continues to play an important role in bringing this about, alongside a package of measures taken forward by government

Margot James Minister for Small Business

Philip King Chief Executive of the Chartered Institute of Credit Management (CICM). October 2016 Corporate INTL


News & Views Ten Chinese Universities and Research Institutions Convene for Alltech’s Annual Alliance Meeting On the 3rd of September, professors and experts from the Alltech China Research Alliance gathered to share their research progress and discuss the most pressing issues in the animal feed and nutrition industry. Alltech, a well-known animal health and nutrition company, launched the Chinese Research Alliance project in October 2012, representing a significant investment for the company in the Chinese markets for research and education. Professor Li Defa, academician at the Chinese Academy of Engineering, believes that the Alltech China Research Alliance has played a leading and inspiring role in the industry. “Food safety and the environment are getting more and more attention in China’s agricultural sector,” said Dr Mark Lyons, global vice president and head of Greater China for Alltech. “Alltech wants to provide agricultural solutions for China’s future, which will have an impact on the food and feed industry around the world.

Dr Jun Luo, professor of animal science and technology at Northwest Agriculture and Forestry University, gives the Alltech China Research Alliance high praise. He believes Chinese universities benefit from it and gain many advanced technologies. “Support from Alltech gives us the opportunity to further research nutrition and animal science, which will promote the development of animal production and the whole food industry,” said Dr Luo. Through the alliance, Alltech hopes to put more theory into practice, focusing research on the practical needs of customers. Alltech believes in bringing customers’ problems first to the laboratory to seek out proven solutions through the alliance.

“To identify these solutions, we formed the Alltech China Research Alliance,” he continued. “By partnering with leading universities and research institutions in the country, we can work together to deliver stronger solutions faster.”

By the end of 2016, Alltech will invest $2.5 million in the Alltech China Research Alliance. The alliance model has been proven to be successful because alliance research results have solved practical problems in the agriculture industry.

Through the research alliance project, Alltech has built long-term scientific research cooperation with 10 well-known universities, research institutes and leading feed and food enterprises. The focuses of their research have included mycotoxin management and inspection technology, the assessment of new feed additives, animal nutrition control and nutrigenomics (the study of nutrition at the genetic level), the control of greenhouse gas emissions, aquaculture innovations and more.

“The programme provides a very good education for young scientists in agriculture,” said Dr Luo. “The alliance can guide the undergraduate and graduate students to seek a better career path.” The alliance demonstrates Alltech’s insight and foresight into the industry. “China’s traditional agriculture falls far behind the agriculture in Europe and the United States. Alltech takes the environment and food safety into consideration and undoubtedly promotes the development of the whole industry and agriculture,” said Professor Mai Kangsen, academician at the Chinese Academy of Engineering. All the research alliances that are part of the Alltech China Research Alliance are managed by a management committee composed of representatives from Alltech and the universities and research institutions, with three members from each side. The committee is responsible for the policymaking of the alliance, preparation of the programme and direction of the trials. Alltech provides operations, equipment, research funding and other funding for the alliance each year and also provides scholarships to the institutes of animal science and technology. The first Alltech research alliance was launched with the University of Kentucky in Lexington, Kentucky, US, in 2004. At present, Alltech has formal research alliances with nearly 30 top universities and institutes worldwide.

At the meeting, professors and scholars from the research alliance project discussed the following: Organic trace minerals: The alliance team from Zhejiang University completed trace minerals replacement research on pigs in 2015. From tests of fecal excretion samples, they determined that 25% Total Replacement Technology (TRT), which is the use of organic trace minerals, can reduce the excretion of trace minerals in faeces and decrease environmental impacts. Alltech will continue to promote research on the total replacement of mineral nutrition with organic minerals because of its importance to environmental protection and sustainability. Algae: Microalgae are rich in protein and DHA omega-3, which makes it the best choice to replace fish oil or fish meal. Alltech is a leader in microalgae technology and produces clean and consistent heterotrophically-grown algae at its flagship facility in Winchester, Kentucky, US. Through the alliance, Alltech and Ocean University of China conducted a trial to evaluate the effects of replacing fish oil with microalgae in the diet of Pacific white shrimp and came to the conclusion that the whole cell microalgae could replace 100% of fish oil DHA without negatively affecting shrimp growth. In the future, more research will be conducted on how to reduce the costs of the diets containing algae. Meanwhile, Alltech and Zhejiang University are collaborating on producing DHA-rich eggs. 6

October 2016 Corporate INTL

Founded in 1980 by Irish entrepreneur and scientist Dr Pearse Lyons, Alltech improves the health and performance of people, animals and plants through nutrition and scientific innovation, particularly yeast-based technology, nutrigenomics and algae. With more than 100 manufacturing sites globally, Alltech is the leading producer and processor of yeast and organic trace minerals, and its flagship algae production facility in Kentucky is one of only two of its kind in the world.

News & Views Five Questions Organisations Must Ask When Reacting to Surprises There are five key questions to ask when adapting to surprise situations in business, according to Samer Faraj, Canada Research Chair in Technology, Management and Healthcare at Desautels Faculty of Management, McGill University. The researchers examined police data from an infamous 2011 murder – where a Dutch criminal was shot whilst under surveillance, but the assailant evaded capture due to police failings – to highlight the challenges of adaptability in high intensity situations. The researchers concluded that organisations have difficulty mounting a rapid response, in this case from surveillance of a suspect to arresting his murderers, because the sudden turn of events exposed coordination problems that can doom an organisation’s ability to shift gear. They identify five questions organisations must ask to better prepare for sudden changes in situation: • Does the team have the correct skills to do this? Be certain about co-ordination and communication. • Is everyone up to speed? Avoid failure by correctly reporting updates. • Are we communicating by the same means? Ensure that using complex technology or more than one communication method doesn’t cause delays or confusion. • Could moving people to make the team more effective? Navigate differences between specialities and maximise the skills of your team. • Are procedures in place for errors or surprises? Prepare for unforeseen circumstantial problems or errors.

Mr Faraj noted: “Our research examined a high-profile case which showcased the difficulties in coordination faced by a large multidisciplinary police team in a fast-paced environment. When confronted with a sudden need to switch practices from the surveillance of a known criminal to the arrest of unknown suspects who shot him, the team faced stubborn coordination difficulties in reconnecting with each other: synchronising knowledge flows, recomposing the team, reconfiguring their technology and adjusting to the field conditions. Although some of these challenges could possibly benefit from cross-specialty training and by making additional resources available, others occurred from blatant error and miscommunication.” Mr Faraj added: “Fast response organisations, such as hospitals, fire and police departments, spend an inordinate amount of time and resources preparing for unexpected events. They pride themselves in operating in high risk environments. Yet businesses are often less equipped to respond to mistakes like this, made in high-intensity situations despite in-depth training. Practical agility within these circumstances goes far beyond being able to solve problems and recalibrate under pressure, and can be narrowed down to five main categories of potential error. It’s important that these are addressed within the world of business if organisations want to maximise their performances.”

Managers: Protect ‘Side Projects’ to Combat Disruption in Your Marketplace Managers must safeguard side projects to mitigate the risk of a start-up disrupting their business – according to a new book from Professor Philippe Silberzahn of Emlyon Business School. In ‘The Manager’s Guide to Disruptive Innovation: Why Great Companies Fail in the Face of Disruption and How to Make Sure Your Company Doesn’t’, Mr Silberzahn states that the number one way to deal with disruptive threats is for established companies to promote their own innovation through the protection of experimentation – even if financial results are not immediate. “Disruption is a huge and growing threat to industries the world over – somewhere there is always a start-up looking to disrupt your business”, says Silberzahn. “Businesses must fight the temptation to close down not-yet profitable or expensive side projects in the face of adversity. When it comes to combatting disruption, the safeguarding of innovation is the only thing that can save you. Often, finance directors looking to cut costs will hone in on any in-company projects that don’t deliver immediate financial value. This is a mistake.”

Silberzahn also adds that sticking to your business plan, looking after your customer and engaging in perceived ‘good practice’ will lead to failure in the face of disruption, because disruptions always mean targeting a new set of customers. “Companies also often maintain the belief that sticking to their core business and customer base will see them prosper in the face of disruption – this caused the downfall of Kodak. On the other hand, Nestle prospered hugely from the decision to support the development of the Nespresso side project – even though it took more than 20 years and two failed launches to come to fruition.” In the end, successful innovation is not about creativity or devising bold, blue-sky projects, but about transforming management. “Companies must develop a management system that allows for this type of internal innovation. Ultimately, if management is inflexible and manages budgets ‘too well’, disruptive projects will be asphyxiated, and disruptors will eventually usurp the business.”

Announcing the Launch of Lexikin, an Innovative New Online Platform That Creates a Digital Record of Your Assets, Wishes and Special Memories Lexikin is an innovative new online platform that creates a digital record of all your assets and wishes acting as a digital executor. It can be used for estate planning, creating and storing Wills and leaving a complete digital legacy for your family. It is a simple and secure way to make a digital record of all of your possessions ensuring they are better understood and dealt with. Lexikin has been beta-testing since 2014 and is now live. The origin and meaning of the word Lexikin comes from ‘lex’ – Latin for law of the court and ‘kin’ – family and relations. Lexikin is an online legal journal, for you and your next of kin, in case of fire, theft or death – to confidentially record all your assets, wishes, memories and legacies. Using Lexikin is free. You simply create a digital record of all your assets and wishes. Lexikin acts as a legal Will and also ensures your executors know your wishes. You can include physical assets as well as online ones (for example photographs) and leave instructions about how you’d like, for example, your social media accounts handled after your death. It’s free to use and you only pay if you require additional legal services. October 2016 Corporate INTL


Wells Fargo Names Neil Kerridge as Director and Regional Underwriting Manager

Appointment of Aurum Mining CEO; Grant of Options

Wells Fargo Capital Finance (UK) Limited, part of Wells Fargo & Company (NYSE: WFC), continues to demonstrate its long-term commitment to the UK market by announcing that it has appointed Neil Kerridge to the role of Director, Regional Underwriting Manager. Based in the London office, Neil will report to Steven Chait, managing director and head of EMEA for Wells Fargo Capital Finance. Wells Fargo Capital Finance provides comprehensive, asset-based lending, technology finance and supply chain finance to a wide spectrum of companies throughout the UK and beyond.

Aurum Mining plc, the Spanish-focused gold and tungsten explorer, is pleased to announce the appointment of Michael (Mo) Joseph Stevens as Chief Executive Officer with immediate effect.

“We are very happy to welcome Neil to Wells Fargo. His experience and expertise will be a tremendous asset for our customers in EMEA,” said Mr Chait. “Wells Fargo Capital Finance has already had an excellent start to the year. We have added amazing talent to expand our team and recently won Asset-based Lender of the Year at the Real Deal Private Equity Awards. Our first priority remains focused on helping clients access the financing they need to grow, and Neil’s experience further builds on those core values.” Neil, a leader in the UK Asset Based Lending (ABL) market with 19 years’ experience, has held key roles across the industry in risk, structuring, commercial, capital markets and due diligence. Most recently, he was an executive director at GE Capital, responsible for structuring and executing UK, US and European Trade Receivables, ABL and Equipment Finance facilities. Prior to GE Capital, Neil was head of ABL structuring and syndication at Lloyds TSB Commercial Finance, following roles as a regional manager and head of audit. Neil graduated from the University of Bristol with an honours degree in Physics. Wells Fargo Capital Finance provides comprehensive asset-based lending, supply chain finance, and technology finance to a wide spectrum of companies across the UK and beyond. With offices in London, Birmingham, and Manchester, it provides a flexible financing option for companies facing a variety of situations, including: growth, leveraged buyouts, refinancings, restructurings, early and mid-staged turnarounds, mergers and acquisitions. Wells Fargo & Company (NYSE: WFC) is a diversified, communitybased financial services company with $1.8 trillion in assets. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial finance through 8,700 locations, 13,000 ATMs, the internet ( and mobile banking, and has offices in 36 countries to support customers who conduct business in the global economy. With approximately 265,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 30 on Fortune’s 2015 rankings of America’s largest corporations. Wells Fargo’s vision is to satisfy customers’ financial needs and help them succeed financially. Wells Fargo perspectives are also available at Wells Fargo Blogs and Wells Fargo Stories.


October 2016 Corporate INTL

Mr Stevens, aged 54, has held a number of senior leadership roles with global and national businesses operating in security, cyber, aerospace, defence and high technology sectors. This includes more than 25 years of experience with large global portfolio businesses, where he has held Managing Director and CEO-level positions. Most recently, Mr Stevens was Head of International Market Development for Airbus Defence & Space, a role he assumed after the integration of Cassidian UK, where he was CEO. In response to the ongoing challenging market conditions in the Natural Resources sector, the Board continues to pursue a process of transformation in order to maximise potential returns to shareholders. As CEO, Mr Stevens will be responsible for drawing on his diverse commercial skills, including business growth, portfolio management and operations, to help the Company identify attractive opportunities and achieve a successful change in strategic direction. David Williams, Chairman, commented: “I am really delighted to welcome Mo as CEO. To have someone of his calibre and experience means that we can now accelerate our plans to look at a range of transformational opportunities, as we have set out in previous statements. These opportunities will deliver a change in strategy with a view to creating greater value for our loyal shareholders and we will be looking to make other key Board appointments in due course.” Mo Stevens, new CEO of Aurum, added: “I am really pleased to be joining Aurum at what is an exciting time for the company.”

People Moves

Xeros Technology – Paul Denney Appointed CFO

Appointment of Chairman at Morgan Sindall Group

Xeros Technology Group plc, a developer and provider of patented polymer bead systems with multiple commercial applications, has announced the appointment of Paul Denney as Chief Financial Officer with immediate effect.

Construction and regeneration group Morgan Sindall plc has announced the appointment of Michael Findlay as Chairman, with immediate effect. Michael replaces Adrian Martin who steps down from the Board as Chairman.

Paul has built a strong track record in international corporate finance with businesses operating in the public markets and under private equity ownership. He established his career in financial management with US-based IT outsourcing business, Electronic Data Systems Inc. (now part of Hewlett Packard), working in the UK, Spain and Latin America.

Mr Findlay recently retired as Co-Head of Investment Banking for the UK and Ireland at Bank of America Merrill Lynch. He is the Senior Independent Director of UK Mail Group Plc.

His two most significant recent roles were within high growth environments at Experian plc and at Callcredit Information Group. These roles encompassed organic and inorganic development both in the UK and overseas. Paul is a qualified accountant and has an MBA from the London Business School. Mark Nichols, Chief Executive of Xeros, commented: “Paul brings key financial and commercial skills to Xeros, which we now need as we look to accelerate the commercialisation of our bead technology across multiple global industries. His experience will be highly valuable as we grow both in our own right and with industry partners on a multinational basis.”

Incoming Chairman Mr Findlay commented: “Morgan Sindall Group is an excellent business, with very strong, strategically important positions across the construction and regeneration markets. I look forward to joining the Board and working with the company as it continues to build on the significant and exciting opportunities that lie ahead.” Chairman Adrian Martin said: “I was delighted to be asked by the Board to take on the role of Chairman in November 2012. Having seen progress made in reshaping the business, I feel this is a good time to hand over to a new Chair to take the company through the next phase of its development. I am pleased we have found someone of Michael’s calibre and experience. The business is in excellent shape, with a strong long term order book and solid balance sheet. I wish Michael and the Board every success for the future.” October 2016 Corporate INTL


People Moves Next Director Appointment Next has announced the appointment of Jonathan Bewes as a non-executive director with effect from 3 October 2016. Since qualifying as a Chartered Accountant with KPMG, Mr Bewes has spent the past 25 years in investment banking, with Robert Fleming, UBS and, for the past five years, Bank of America Merrill Lynch. As a senior banker, he has provided advice to the boards of many UK and overseas companies on a wide range of financial and strategic issues, including financing, M&A and general corporate matters. Mr Bewes is a Fellow of the Institute of Chartered Accountants of England and Wales.

Aberdeen Asset Management Directorate Change Aberdeen Asset Management PLC has announced that Roger Cornick has retired as Chairman and Non-Executive Director of the company, with effect from 30 September 2016, and has been succeeded by Simon Troughton. Mr Cornick joined the Board in January 2004 and became Chairman in January 2009. Mr Troughton was appointed to the Board in July 2009 and was appointed Senior Independent Non-Executive Director in October 2014. He was previously a partner at Cazenove and Company before moving to Fauchier Partners in 2003, where he fulfilled the role of COO. He will also chair the Nominations Committee, while Julie Chakraverty has been appointed Senior Independent Director. Martin Gilbert, co-founder and chief executive of Aberdeen Asset Management PLC, noted: “Roger has been a member of the Board during a period when the Group has developed into a fullservice global asset manager. He has always provided wise counsel especially to me, and I would personally like to thank him for the invaluable support he has given me. He has played an active role as Chairman for which everyone at Aberdeen is grateful. I am sure Simon will play an equally important role in leading the Board.” Mr Troughton added: “I’m delighted to be taking on the role at an important moment for the business and for the fund management sector as a whole; Roger deserves credit for his governance of the company that I now have the privilege of chairing.”

Appointment of Jonathan Murphy as Interim CEO and Andrew Darke as Property Director to the Board The search process to appoint a new Chief Executive Officer for Assura is ongoing. While the process continues, Jonathan Murphy, currently the Finance Director, has been appointed Interim CEO to lead the business through this time as well as continuing with his responsibilities as Finance Director. Andrew Darke, Property Director, has also been appointed to the Board, retaining responsibility for the property operations and developments. Simon Laffin, who has been Executive Chairman since March, will revert to his non-executive role. Mr Laffin commented: “We are focused on appointing the right person as CEO. I am delighted that Jonathan Murphy has agreed to take on the role on an interim basis and that Andrew Darke is joining the Board. These appointments reflect the great work that they have both done over this transitional period.” Mr Murphy said: “Assura continues to trade well with further strong growth as shown by today’s trading update. I look forward to working with Andrew Darke on the Board to ensure our continued success.”


October 2016 Corporate INTL

JPMorgan Japanese Investment Trust: Appointment of Two Directors The Board of JPMorgan Japanese Investment Trust plc has announced the appointment of Stephen Cohen and Dr George Olcott as non-executive Directors of the Company with effect from the close of the Company’s Annual General Meeting in December 2016. Mr Cohen has been closely involved with equity investment in Japan since 1984, and lived there for seven years. He set up two asset management businesses in Japan and managed Japanese equity portfolios directly for around ten years. In his last executive role, at Governance for Owners (2011-2013), he was directly responsible for a joint venture business in Japan, which managed a Japanese equity activist fund and also provided stewardship services in Japanese equities to institutional investors. Meanwhile, Mr Olcott has extensive business and investment experience in Japan. He has spent more than 25 years in Japan and speaks the language fluently. He has eight years of board experience of major listed Japanese firms: June 2008- June 2014, Nippon Sheet Glass Co., Ltd.; June 2010- June 2014, NKSJ Holdings, Inc.; June 2014 to present, Denso Corporation; June 2014 to present: Hitachi Chemical Co., Ltd.; June 2015 to present, Dai-ichi Life Insurance Co., Ltd.

People Moves Metropolitan Housing Trust Limited Changes to Board Membership The Board of Metropolitan Housing Trust has announced following changes to the main Board:

Appointments: Lesley-Anne Alexander CBE (effective 03 October 2016) – Non-Executive Director Natalie Burrows (effective 03 October 2016) – Non-Executive Director Ian Johnson (effective 22 September 2016) – Executive Director Lesley-Anne Alexander, CBE Lesley-Anne was CEO of the Royal National Institute of Blind People (RNIB) from 2004 until 2016. She has had a long career in the public and charity sectors. Before joining RNIB, she was Director of Operations for the Peabody Trust. While at RNIB, Lesley-Anne was instrumental in uniting the sight loss sector through the development of the UK Vision Strategy, an innovative cross-sector initiative to improve eye health and sight loss services in the UK. Lesley-Anne holds a number of non-executive positions including Chair of Red Door Ventures Ltd, which is building thousands of private rented homes for residents in Newham, London. She is also a Director of the Royal Brompton and Harefield NHS Foundation Trust. Lesley-Anne is a trustee of the MicroLoan Foundation – a development charity that provides small business loans to women in Malawi and Zambia – and an ambassador for the Alzheimer’s Society. She is also a member of the Guild of Entrepreneurs. Lesley-Anne was awarded a CBE in the Queen’s 2012 birthday honours list and was voted by her peers as Britain’s Most Admired Charity Chief Executive in 2015. Natalie Burrows Natalie brings significant experience in e-commerce, digital strategy and customer-focused service design to the Board. Natalie previously spent seven years as Tesco’s Digital Product, User Experience & Strategy Director. This role involved leading the digital development and customer strategy of their General Merchandise business. At the time, Natalie was the youngest female director in the organisation. Prior to joining Tesco, Natalie was Senior Product Manager at Royal Mail Group and she has held similar leadership roles in digital product and user experience design at RBS, Aon and Accenture. In 2007 she launched her own business, designing clothing for people with mobility issues, which she sold in 2012. Natalie is now consulting in service design and digital product development, and studying humanistic counselling at the Metanoia Institute. Ian Johnson Ian is Metropolitan’s Executive Director of Finance. He joined the organisation in July 2015 and became a member of its Board in September 2016. Ian has spent most of his professional career in the development and contracting sectors and has more than 10 years’ experience working at board level. His experience includes raising capital on three occasions, completing two re-banking exercises and conducting a business turnaround. He has also led a number of change projects, including merging two $2bn US homebuilding businesses and a finance transformation project for National Grid. Ian has worked abroad for extended periods in the US, India and South Korea. He is a chartered accountant, a graduate of Birmingham University and an ex-Royal Navy submarine officer.

October 2016 Corporate INTL


The Effects of Brexit Economic growth in Europe is expected to remain modest as key trading partners’ performance has slowed and some supportive factors begin to wane, according to the European Commission’s Spring 2016 Economic Forecast. Since voting to leave the EU, the UK economy has shown signs of impending recession, reminiscent of 2008 levels. According to the FT, the pound was at its lowest level since the 1980s just days after the referendum result. The markets have since become relatively stable, but investors in all areas remain cautious and wary of future developments. This will have long-term negative consequences for the country’s growth dynamic and economic vitality, according to a Bertelsmann Stiftung study in collaboration with the ifo Institute in Munich. By contrast, the economic losses for Germany and the remaining EU member states would be significantly smaller. Other studies suggest Britain could be better off outside the EU if it forged free trade agreements with emerging markets such as China and India. What’s more, we may have voted to leave the EU – but that doesn’t mean you can ignore the GDPR. It will affect all UK business whether we are in, or out, of the EU. So you need to ensure you understand what GDPR is, how it will affect you and what you need to do to be compliant.


October 2016 Corporate INTL

Are you ready for when the EU General Data Protection Regulation becomes law? By Jamie Graves, ZoneFox CEO Although GDPR doesn’t come into force until May 2018, Jamie Graves, CEO of ZoneFox says implementation can easily take months – so it’s best to start thinking, and planning, as soon as possible. Graves advises the following: The Commission defines personal data as “any information relating to an individual, whether it relates to his or her private, professional or public life. It can be anything from a name, a photo, an email address, bank details, posts on social networking websites, medical information, or a computer’s IP address.” This definition means it is wide-ranging and will have an impact on any organisation, in or outside, the EU. As the EU intends this regulation to apply to any and all data held on EU citizens, it will impact UK businesses that want to process or store EU citizen data. In other words, you will still need to comply with the new regulations even after Brexit. One of the new changes to the legislation is the right of the citizen to be notified if their data has been breached or compromised. Included in the GDPR is a requirement for an organisation to contact their Data Protection Authority (DPA) within 72 hours of learning about a breach. No exceptions – with failure to comply resulting in potentially crippling fines starting at EUR 10 million – or 2% of global turnover. One of the big changes relates to the need to respond to any data breach within 72 hours of detecting it. This is a big ask considering it currently takes around 200 days to detect a breach. You can see this as a burden – or view it as the opportunity it is. Continuous monitoring requires a set of capabilities that gives you insights into what’s going on in your organisation every second of the day. However, there are supporting factors that contribute to this successful approach, which are: 1. Responsibilities – Data protection doesn’t just lie with the IT department. Our opinion, at ZoneFox, is that it’s everyone’s responsibility, with the board responsible for leading and implementing a security culture from the top. 2. Assets – There are some good tools on the market, for example nmap (, which will allow you to discover and classify where your critical information is held. Once you know where it is, you need to understand how it’s being accessed by both internal and external actors. 3. Risk Assessment – In order to monitor effectively you’ll need to perform a risk assessment. This will inform you of where you need to focus your limited resources on mitigating the top risks to your organisation. 4. Education – This relates to the need to ensure everyone knows their responsibilities and the reasons why certain policies and processes are in place. Without everyone on-watch, your task is going to be a lot harder.

UK companies have less than two years to implement GDPR processes and systems. Take a look at the handy downloadable timeline (, which will give you insights into what needs to happen, when you should start doing it, and how long it should take you. The main takeaway? Don’t panic! There’s still time – if you start preparing now. ZONEFOX: Jamie Graves is CEO of ZoneFox, an Insider Threat detection platform and Edinburgh-based tech company providing a security solution that protects valuable company data and intellectual property against the Insider Threat. ZoneFox monitors, records and analyses user behaviour across the company network and on all endpoints. It then alerts on any risky behaviour accidental or malicious before it becomes a problem... all without impacting on user privacy or productivity. Powerful, Proven Insider Threat Detection Whether employees, third-party vendors or privileged users, ZoneFox monitors, records and analyses user behaviour across your organisation without impacting on endpoints or privacy, and alerts on risky behaviour – so you can respond as necessary. No stress, no hassle, no headaches – just reliable security that works. Automated Monitoring On PC, Mac and Linux, ZoneFox continuously monitors and records endpoint activities in real-time, capturing and storing data and providing you with the robust insights and alerting capabilities that you need around risky behaviour and anomalous activities. The upshot? Crystal clear visibility on data movement that provides the trustworthy foundations for appropriate incident response – all without impacting on end users, system performance & already-stretched resources. Instant Alerting With ZoneFox as part of your cyber security toolset, your organisation will be alerted to information mishandling, enabling you to take immediate action. The upshot? You get to limit the amount of critical time that your information is vulnerable, lower your mitigation and legal costs and give your partners, customers and employees the invaluable peace of mind that their critical data is secure on your system. ZoneFox Alerts can be set up around your needs and delivered via SMS, email, or direct via the interface – however you need them. Powerful Analytics ZoneFox is your most diligent security analyst, providing the robust insights you need to be able to fine-tune your security organisation-wide. Automatically detect when a user’s behaviour changes, identify users who are potentially planning to leave and rapidly detect compromised user accounts being used to harvest your valuable intellectual property and confidential data and – all without compromising on user productivity and system flexibility.

October 2016 Corporate INTL


The Effects of Brexit

Robust Reporting

Shadow IT

As you’d expect from a nimble piece of kit like ZoneFox, you get detailed, dynamic reporting capabilities that enable you to make critical decisions around your security strategy, all in one place, and in real-time. And of course there’s the ability to customise your reports – company-wide; role-based departmental or individual, so giving your team and management a 24-hour digest of all activities recorded across your network. You’ll get invaluable insights into trending behaviours and other areas of interest, providing visibility on where your policies are working well – and where they need a bit of fine-tuning.

Shadow IT can be great for innovation, creativity and progress within an organisation, but they can also pose substantial risk if they’re unauthorised and not under a company’s control. ZoneFox not only tells you about new (potentially unapproved) software within your organisation but it can also tell you how widespread it is, who’s using it and what data has been shared and with whom.

Detailed forensics The ZoneFox agent starts recording all activities the instant you install it, streaming data to the server, compiling a full forensic history of all user behaviour on every ZoneFoxed machine and providing the ability to undertake a thorough investigation around activities in a matter of hours (instead of weeks or months). With ZoneFox’s full forensic record, you can quickly identify and answer key questions around an incident: Who was the perpetrator? What did they take? Where did the data go? When did this happen – and why? This not only enables you to provide the answers that your clients and partners will most likely want and need in a worst case scenario, it empowers you to fine tune your security policies to your organisation’s concerns and existing behaviours. Easy Rules Management ZoneFox provides you with the ability to run flexible, customisable rules that you can implement at the click of a button. And to save time, there’s a robust list of 15 pre-defined rules in the system so you can be up and running quickly, protecting your data straight away while you consider what needs to happen around your organisation’s specific needs. This is quick and easy centralised rule-management set-up – no messing, no faffing around. Simple Control of Data Leakage If data is leaking from your organisation – or it has the potential to – ZoneFox will be the first to know, and you’ll be the next. ZoneFox delivers complete visibility around data leak from your organisation – how data is used and by whom, how it’s been leaked, and which user accounts have potentially been compromised and used to exfiltrate your business-critical data to places you really don’t want it to be. Then take action before there’s a real problem – quickly, easily and without the headaches.


October 2016 Corporate INTL

Visibility around Permissions 71% of employees say that they have access to data they aren’t supposed to see. Business critical data (think intellectual property; customer data and so on) should often only be accessible by certain users or by user groups. With time though, permissions get blurred as employees shift roles or leave your organisation. ZoneFox will show you what is really happening on your server, not what you think is happening. That crucial visibility on actual activity allows you to do such things as eliminate global access, tweak excessive permissions, alert on privilege escalations, tell you about suspicious activities and to closely monitor high risk employees – all allowing you to protect your valuable data even more robustly. Cloud The infamous cloud. It makes businesses more dynamic and impressively agile, but it also brings its own unique challenges when it comes to data protection. ZoneFox can help mitigate that risk around your organisation’s cloud usage by allowing you to monitor exactly what data is coming in to, or going out of, the cloud. This means you can utilise the cloud with confidence, ensuring that only permitted users are sharing permitted data and that your precious IP stays where it should – in your hands.

“If data is leaking from your organisation - or it has the potential to - ZoneFox will be the first to know, and you’ll be the next.”

Is the UK’s Internet Infrastructure Strangling SMEs? by Dave Millett of Equinox

More and more businesses are moving to the Cloud – but do we have the Internet infrastructure and capacity to cope with this? Or are small businesses finding themselves saddled with additional costs – especially in areas where there are few residential homes?

The below data shows how average Internet speeds have changed over the past three years:

Businesses located in residential areas have better broadband connections that those in business parks and city centres, where many of those small businesses are having to pay around £300 pcm to get an acceptable connection (compared to those in more residential areas who can pay as little as £20 pcm).

• October 2014 = 18.7Mbps (+5.06%)

Why do home-users have significantly faster connections than business users? Where does the UK sit in comparison to other European countries? And how might our lack of decent Internet infrastructure strangle SMEs and slow the economy? The latest research from the Cloud Industry Forum (CIF) shows the overall Cloud adoption rate in the UK now stands at 84%, with almost four in five (78%) of Cloud users having adopted two or more Cloud services. This in part reflects the fact that many more software applications are available in a Cloud format from basic Microsoft applications and simple storage such as Dropbox, through CRM solutions such as Salesforce to much larger Citrix and ERP solutions. This trend has led to an enormous volume of data being held in the Cloud. However, Dave Millett of independent telecoms brokerage Equinox is concerned that Internet speeds in the UK are just not up to the job of storing so much business data in the Cloud. The more data you have to access in the Cloud, and the more processing that is not happening on a local server, then the greater broadband speed and capacity you need.


October 2016 Corporate INTL

• March 2016 = 28.9Mbps • February 2015 = 22.8Mbps (+21.93%)

• April 2014 = 17.8Mbps (+21.09%) • August 2013 = 14.7Mbps (+22.50%) • March 2013 = 12Mbps (+34%) Source: Ofcom However, that picture hides a great variety. It includes all of the domestic superfast cable connections from Virgin, etc. If you don’t have fibre broadband, just old-fashion ADSL (copper-based broadband), the current average speed falls to just 8 mbps down and 0.8 upstream. In many rural areas it will be a lot slower, as it will in those parts of the country which are predominantly business, not residential, i.e. city centres and business parks – where fibre is often not available, and hundreds of companies are pulling on the connection. This is less of an issue for large enterprises that will generally have big data connections, but for SMEs it is much more complex. For example, we worked with a small accountancy firm near Victoria station in London. They had moved their Citrix systems to the Cloud. As they expanded, they suffered increasingly slow Internet to the point that it was unworkable. As they were in a predominantly business, not residential area, there was no fibre broadband available, so they had to buy a dedicated circuit at a cost of almost £300 a month compared to the £20 a month they were paying for the Internet.

The sad fact is: this is not uncommon. The EEF, the manufacturers association, in a recent survey said their small business members were paying an average of £5,000 a year to get decent broadband. This makes the Ofcom decision not to break Openreach away from BT all the more frustrating. Ofcom found that Openreach was favouring residential customers over business ones. Most residential areas have access to fibre as BT can make money there from selling multiple connections and its TV sports services. It also makes good money on the bigger data connections that smaller businesses wanting to go to the Cloud have to tak; therefore, there is little incentive to ensure that SMEs have access to fibre/superfast connections. Similarly, BT has been somewhat slow to roll out FTTP/FTTH (fibre to the premise/home). Most of Eastern Europe and Scandinavia are years ahead of us. The lack of infrastructure could well inhibit the UK’s economic growth; it is certainly raising costs for all businesses, which translates into more profits for BT – at the last count they were almost £10 million a day. In summary, without doubt we are heading towards everything being in the Cloud. But small businesses should ensure that before they are swept along in the rush, they have checked that their broadband capacity will support it or that with the extra costs, should it require improving, the business case still stacks up. Welcome to Equinox: Dave Millett is founder of independent telecoms brokerage Equinox. He has more than 35 years’ experience in the Telecoms Industry. He has worked in European Director roles for several global companies, and now runs Equinox, a leading independent brokerage and consultancy firm. He works with many companies, charities and other organisations, and has helped them achieve savings of up to 80%. He also regularly advises telecom suppliers on improving their products and propositions.

Phones, whether fixed or mobile, can dominate your business life, with a lot of help from your internet connection. Choosing the right solution is critical to both your business performance and maybe even your sanity! Equinox exists to help you find the most suitable new technology to transform how your people work and the service you provide your customers. With the extensive range of options available and new technologies emerging almost daily, the challenge for many organisations is which is the right one for them? The key question is what problem am I trying to solve? • Improve customer service? • Support increasing mobility of employees? • Build in flexibility to cope with expansion or contraction of the organisation? • Provide a business continuity option? • Or, simply just reduce the costs of the existing solutions? We are an independent telecoms broker and consultancy that can help you answer these questions. We follow a two stage approach. Firstly we offer a free initial review of your current expenditure and technology, you could save money for example by cutting out unwanted lines or getting a better deal by changing supplier. Secondly, by discussing your broader business needs we can identify if new technology is right for you. Because of our independence and knowledge of the market we can ensure you get the right solution at the best price.

October 2016 Corporate INTL


You’ve Discovered an Insider Threat in your Business What do You do Next? By Jamie Graves, CEO of Cyber Security Company ZoneFox If you’ve detected an Insider Threat within your business, what do you need to do? An Insider Threat is a threat to the security of the business from someone within the organisation; this can be malicious or completely unintentional. But the result is the same – there is a threat, and it needs to be dealt with.

Jamie Graves, CEO of cyber security company, ZoneFox, advises taking the following steps if you discover an Insider Threat: 1) Partner up with your HR department Ideally, obtain HR buy-in on processes around dealing with the insider threat before it rears its ugly head, but even if it’s too late for that, it’s still important to work WITH the HR team. 2) Back up your actions with documentation Ensure that there are ample security policies and/or employee agreements that back up any actions that may have to take place due to Insider Threat activity. For example, acceptable use policies, information security policies, and privacy policies. 3) Classification is key Once an incident is declared, triage must take place very quickly. Understand – as much as possible – whether suspicious activity is intentional or not. A user attempting to pilfer out data intentionally should be handled differently than a user who downloads malware accidentally. The classification step revolves around the “how” and the “why”. 4) Prioritise incidents accordingly In order to develop timelines for dealing with an Insider Threat, you need to prioritise your incidents. Based on the value of the compromised information assets, the privilege level of the user, and the action being taken, you can build a priority matrix. For example; • P1: Further investigation required right now, all hands on deck, containment is top priority • P2: Further investigation required, all hands on deck right now to determine further actions • P3: Further investigation required, all hands on deck not required • P4: No further investigation required, threat mitigated or nil 18

October 2016 Corporate INTL

5) Decide on a mitigation plan Devise a plan based on priority level, established processes, and HR agreements. This may include disciplinary measures, and items needed for investigation, such as network activity logs or a user interview. 6) Act when the time is right With your plan in place, it is time to act. This may include reduced or removed user privileges on high value assets, confiscation of company assets in the user’s possession, and/or interview with HR and cybersecurity teams. Ensure that all parties involved are sending the same message. No good cop/bad cop here! 7) Gather more data Once you have acted to contain the threat, it is imperative to understand when the activity may have started, if there is more than one party involved, any tools, techniques and procedures put to use, and what the intended target was (if it was intentional). Data is your friend here, and hunting for any and all activities pertaining to this threat in your environment is paramount to getting to the bottom of things. But remember to be discreet. 8) Again, work with HR! If you have your ducks in a row, the threat is neutralised, and you have next steps in place – this is the time to work with HR to have them deliver any bad news. Remember, leverage your HR team, keep your policies up to date. Develop an incident response plan complete with containment and eradication measures. Remember: data is your friend, so have a robust user behaviour analytics engine running behind an endpoint monitoring solution. With all of the above tools and advice close at hand, hopefully you can sleep better knowing that there is a way to help contain and eradicate the insider threat. For more advice on how to deal with an Insider Threat, see:

About ZoneFox


Jamie Graves Ph.D is Co- Founder and CEO of ZoneFox, an Edinburgh-based Cyber Security company.

ZoneFox is your most diligent security analyst, providing the robust insights you need to be able to fine-tune your security organisation-wide. Automatically detect when a user’s behaviour changes, identify users who are potentially planning to leave and rapidly detect compromised user accounts being used to harvest your valuable intellectual property and confidential data and – all without compromising on user productivity and system flexibility.

Established in 2010, ZoneFox provides progressive security solutions that protect valuable company data and intellectual property against the Insider Threat, with its patented technology. ZoneFox technology monitors, records and analyses user behaviour across the network and on all endpoints and then alerts on any risky behaviour, accidental or malicious, before it becomes a problem ... all without impacting on user privacy or productivity. Powerful, Proven Insider Threat Detection Whether employees, third-party vendors or privileged users, ZoneFox monitors, records and analyses user behaviour across your organisation without impacting on endpoints or privacy, and alerts on risky behaviour – so you can respond as needed. No stress, no hassle, no headaches – just reliable security that works. AUTOMATED MONITORING On PC, Mac and Linux, ZoneFox continuously monitors and records endpoint activities in real-time, capturing and storing data and providing you with the robust insights and alerting capabilities that you need around risky behaviour & anomalous activities. The upshot? Crystal clear visibility on data movement that provides the trustworthy foundations for appropriate incident response – all without impacting on end users, system performance and already-stretched resources. INSTANT ALERTING With ZoneFox as part of your cyber security toolset, your organisation will be alerted to information mishandling in real time, enabling you to take immediate action. The upshot? You get to limit the amount of critical time that your information is vulnerable, lower your mitigation and legal costs and give your partners, customers and employees the invaluable peace of mind that their critical data is secure on your system. ZoneFox Alerts can be set up around your needs and delivered via SMS, email, or direct via the interface – however you need them.

ROBUST REPORTING As you’d expect from a nimble piece of kit like ZoneFox, you get detailed, dynamic reporting capabilities that enable you to make critical decisions around your security strategy, all in one place, and in real-time. And of course there’s the ability to customise your reports – companywide: role-based departmental or individual, so giving your team and management a 24 hour digest of all activities recorded across your network. You’ll get invaluable insights into trending behaviours and other areas of interest, providing visibility on where your policies are working well – and where they need a bit of fine-tuning. DETAILED FORENSICS The ZoneFox agent starts recording all activities the instant you install it, streaming data to the server, compiling a full forensic history of all user behaviour on every ZoneFoxed machine, and providing the ability to undertake a thorough investigation around activities in a matter of hours (instead of weeks or months). With ZoneFox’s full forensic record, you can quickly identify and answer key questions around an incident: Who was the perpetrator? What did they take? Where did the data go? When did this happen – and why? This not only enables you to provide the answers that your clients and partners will most likely want and need in a worst case scenario, it empowers you to fine tune your security policies to your organisation’s concerns and existing behaviours. EASY RULES MANAGEMENT ZoneFox provides you with the ability to run flexible, customisable rules that you can implement at the click of a button. And to save time, there’s a robust list of 15 pre-defined rules in the system so you can be up and running quickly, protecting your data straight away while you consider what needs to happen around your organisation’s specific needs. This is quick and easy centralised rule-management set-up – no messing, no faffing around. October 2016 Corporate INTL


International Sector Panel

Family Law Complexities in Lebanon The Lebanese constitution in its article nine stipulates that: “The freedom of conscience is absolute. With compliments to God, the State respects all confessions and guaranty and protects their free exercise on the condition of not interfering with Public policy. It guaranties also to all populations, to whatever rite they belong, the respect of their Personal statute and their religious interest1” Michel Shiha said in an article published in the newspaper “Le Jour”, on July 30, 1947, while explaining the above mentioned article 9 of the Lebanese constitution: “that the personal statute system in Lebanon is a regime of federal community law… the diverse Lebanese communities constitutes between themselves a federal group having the same powers and same autonomy” 2 (matters of marriage, divorce, alimonies, child welfare etc…). It is widely recognised by Lebanese courts, even by the Lebanese Supreme Court, a secular court of the civil judiciary who has some limited competence in the matters of family law that “the Lebanese system of family law gives the priority to the religious system” 3 . Special Religious courts that are not affiliated to the Judiciary system of the State are competent to solve the family disputes. The system of law operating in Lebanon in Family matters is complex and is based on a conflict between different religious laws. We don’t have in Lebanon one common state law in such matters but there are different religious laws and customs edited or applicable in front of the different religious courts. Lebanon is composed of 18 recognised religious families out of which the Israeli and four Islamic sects; all others are Christians. Each of the Christian sects has its own religious court called spiritual or ecclesiastical court that has jurisdiction to decide about the family matters of the families constituted under its authority, same for the Islamic communities. Each one has its own Court and applies special laws.

Religious authorities have the exclusivity in matter of hearing and organising marriages and marriage agreements. The role of the Lebanese secular officials is only to register the marriages. There is an exceptional competence of the state judiciary especially in matters where marriages are concluded abroad between Lebanese or between Lebanese and foreigners in the civil form (civil marriages). Basically each religious community has jurisdiction among its followers. 1 This text was voted at the time of the French mandate in 1926 and is still valid until our days. France governed Lebanon between 1918 and 1946. During this period of mandate the French high commissioner had legislative powers. He had the power to promulgate decisions having the power of a law 2 As cited by Me Ibrahim Traboulsi, “The latest developments in matters of personal statutes in Lebanon and Egypt” in Colloques du Cedroma, Vol. I, 2004, p. 215. 3 C.cass., 5th Chamber, no 159, 4 Jul. 2006, Rihani vs Rassi, Al Adl 2007, II, p. 167

Adib & Houalla Law Office Chawkat M Houalla DES, MCIArb, PHF Attorney at Law Tel:: +9613 613870

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 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 20

October 2016 Corporate INTL

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 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

International Sector Panel

Corporate Law Establishment of IP Complexities in Cyprus Tribunals in Pakistan AMG MYLONAS & ASSOCIATES, LLC has been heavily involved with international business, specialised in a range of services in relation to corporate law, including: company formation; administration; management; domiciliation; partnership formation; agency; distributorship; mergers and acquisitions; and shareholder’s agreements. “Our approach is distinguished based on the exclusive and effective bespoke solutions to our clients’ affairs”, said Andreas Mylonas, founder and managing director. He noted that the firm’s corporate department is well known for providing astute advices, drawing on a deep understanding of corporate law and the demands of the market. “Cyprus’s profile as a financial services centre attracts foreign investment and becomes a regional base for international corporations, therefore particularly business formation and establishment along with relevant corporate and commercial transactions, operation joint ventures, corporate taxation, planning and structuring are particularly active”, he continued. According to Mr Mylonas, the recent amendments to the Cyprus tax law and the constant changes in the global economy are forcing corporations to identify the ideal legal regime and jurisdiction. He stated that the purpose is “to illustrate their business goals, to expand their business and undoubtedly to increase their profits”. Discussing the complexities associated with corporate law on a cross-border scale, Mr Mylonas stressed the profound impact differences in legal regimes can have on the course of cross-border transactions and the significant and unexpected influence they may have on business negotiations. “From a purely legal perspective, corporate governance considerations, nuances of local law, lack of commonly established or accepted market conditions or norms, export controls, unique timing requirements, indirect taxation and VAT issues influence the businesses,” he elaborated. “Our experience includes developing strategies to reduce the complexity, finding timely and practical solutions and mitigate the risk.” He added that the global financial crisis and the global tax landscape which is continuously changing have, undoubtedly, an impact on corporations’ expectations and objectives. “To overcome challenges, as expert legal advisors, we reconsider various issues including geographic footprint, multiple country capability and expertise in the many substantive legal aspects.” In terms of recent events, Mr Mylonas highlighted recent amendments to the Law on Administrative Cooperation in the Field of Taxation in order to implement provisions of the EU Directive on Administrative Cooperation in the Field of Taxation. “Many specific fields have been amended including group loss relief, increase of annual allowances for capital expenditure and foreign exchange differences”, he explained. “Moreover, the Implementation of Common Reporting Standard (CRS), Cyprus has committed to be early adopter to the CRS and the first exchange of information will take place in September 2017. “The above mentioned updates will definitely affect the corporations. This would be beneficial for Cyprus to facilitate further the use of Cyprus SPVs in international corporations and financing transactions. We strongly believe that amendments and developments represent a quick response to the ever changing global economic conditions and trends and could provide great incentives to international investors who wish to relocate and create a strong substance for their companies in Cyprus”, he concluded.

Originally all three Intellectual Property offices in Pakistan were under the control of three different ministries. In order to bring all the Intellectual Property offices under one roof, in 2005 the Intellectual Property Organization of Pakistan (IPO-P) was established under the supervision of the Cabinet Division of Pakistan. One of the purposes of IPO-P is to provide for an institutional arrangement in the state set-up for taking up exclusively and comprehensively all subjects and matters relating to intellectual property rights in an integrated manner and for matters connected therewith or incidental thereto. In line with the said policy the Government enacted the Intellectual Property Organization of Pakistan Act, 2012, which came into force with effect from 28th August, 2012, except for the provisions of Sections 15, 16, 17, 18 and 19, which were to come into force on such date as the Federal Government may, by notification in the official Gazette, appoint. Now, the Federal Government has moved one step forward and brought into effect the provisions of Sections 15, 16, 17, 18 and 19. Furthermore, in exercise of powers conferred under the Act in December, 2014 the Government has established three IP Tribunals one each in the provinces of Punjab and Sindh and one in Islamabad Capital. The Tribunals have both civil and criminal jurisdictions. As for its civil jurisdiction it shall have all the powers of a civil court under the Code of Civil Procedure, 1908 and for criminal jurisdiction the Court of Sessions under the Code of Criminal Procedure, 1898 respectively. In all matters about which the procedure has not been provided in the Act, follow the procedure laid down in the Codes. All proceedings before the Tribunal shall be deemed judicial proceedings within the meaning of Sections 193 and 228 of the Pakistan Penal Code, 1860 and no court other than a Tribunal shall have power to exercise any jurisdiction in any matter in which the jurisdiction is vested in Tribunal under the Act. The Tribunal may, if it so requires, in technical aspects of intellectual property rights involved in any case, be assisted by an expert, who has experience and expertise in the matters of intellectual property rights. Any person aggrieved by the final judgement/order of the Tribunal may, within thirty days of the final judgement/order of the Tribunal, prefer an appeal in the High Court having territorial jurisdiction. According to a news item posted on the website of IPO-Pakistan dated October 1st, 2015, the Federal Government has appointed Muhammad Khalid Nawaz (District & Sessions Judge), Mr Shakil Ahmed Abbasi (Advocate) and Mr Nisar Baig (Judge Accountability Court-II) as presiding officers for the three Tribunals in Punjab, Sindh and Islamabad respectively. Consequently, all suits and proceedings, which are currently pending and instituted under the intellectual property laws in any court stands transferred to the respective Tribunal to proceed from the stage the same have reached prior to the transfer.


Bharucha & Co.

Andreas Mylonas Founder and Managing Director Tel: +357 25101080

Imtiaz Ahmed Sheikh Advocate Tel: +92 21 3537 9544

October 2016 Corporate INTL


International Sector Panel

Real Estate Market Growth in Portugal Bernardino, Resende E Associados, Sociedade de Advogados R.L., (also known as “BR”), began its activity in 1999. The Firm “BR is a ‘boutique law firm’ basing its action in Personalisation, Excellence, Dedication, Organisation and Professionalism of our lawyers,” said Estêvão Augusto Bernardino, founder and managing partner. The firm covers several type of operations in real estate law, such as the purchase and sale of hotels, buildings, distressed debt acquisition, commercial leasing, property management, licensing of various real estate projects in tourism, commercial, industrial and retail, structuring joint ventures, procurement of loans, real estate investment fund, formation, planning, construction and urban rehabilitation. “As a boutique law firm we offer specialised and personalised high quality legal services and our main purpose is to anticipate and optimise our client’s needs,” added Mr Bernardino. Recent Activity BR was recently involved in setup of a luxury five star hotel where the firm acted as lawyers from the purchase of the land until the hotel began operating, with a current value of over €75 million. Mr Bernardino also noted the purchase of a portfolio of already leased real estate buildings. The firm assisted its client in the previous due diligence and in the purchase of the assets, until the restructuring of a real estate group of companies, optimising the properties and reducing debt. Real Estate in Portugal Discussing the real estate regime in Portugal, Mr Bernardino noted that transfer of ownership is made by a written agreement, either before a public notary or a lawyer. “The parties usually sign first a promissory purchase and sale agreement, where they establish the conditions under which the purchase and sale is made; Portuguese law protects both parties in the process,” he explained. “After the final and purchase deed is concluded, the new owner should deposit the title deed and request the registration of the transfer of ownership at the Land Registry Office, which is legally required in order to be effective and protect ownership property rights against any third parties.” He also highlighted the current Lease Law which simplified the eviction legal procedure, creating a special public entity that supervises all the process. Legal Complexities He described the real estate law in Portugal as “very transparent and easy to deal with”, 22

October 2016 Corporate INTL

noting that there are no restrictions on foreign investment and that the annual yields are very interesting. However, he stated that there are certain aspects to consider depending on the type of investment made. “As an example we can mention indirect acquisitions of properties, when the investor acquires shares of a company that owns property, as the investor needs to have full knowledge of the tax history and contingent liabilities of the Company that holds the properties,” he elaborated. “Another example is the case of investments made through real estate funds, where there are regulatory aspects to be considered such as the supervision of the Portuguese securities market commission (“CMVM”) and the Bank of Portugal.” BR is able to assist its clients to overcome these difficulties in the due diligence procedure, where it can optimise the purchase and sale – creating a SPV with certain tax benefits, for example. Changes in Legislation A particularly significant change to legislation in recent years is the implementation of the Golden Residence Permit for Investment programme (known as Golden Visa) in October 2012, which allows non-EU citizens to obtain a residence permit in Portugal if they carry out one of the investments set out under the law, though the purchase of real estate.

Alongside with the Golden Visa programme, Mr Bernardino also highlighted the non-habitual tax resident special regime, which provides an attractive regime for foreigners who wish to establish their tax residence in Portugal and has contributed to significant investments made in Portugal. “The NHR is one of the most competitive in Europe, attracts high net worth individuals from Europe and other countries that are investing massively in Portugal,” he added. Predictions Along with the positive economic indicators, Mr Bernardino believes that Portugal has important legal instruments - such as the golden visa programme and NHR non habitual tax residence regime - plus existing tax incentives and EU funds for urban regeneration, which are expected to continue having a very important role in the growth of the Portuguese real estate market. “We highlight also important EU incentives that Portugal will be receiving until the year 2020 under the “Portugal 2020” EU funding programme. It is expected that Portugal will receive €25 billion by 2020, which is expected to promote growth in investment in real estate and urban rehabilitation in Portugal,” he concluded.

Mr Bernardino also mentioned the establishment of the new regulation in the urban rehabilitation of properties, especially in Lisbon and Porto. Emerging Trends Mr Bernardino noted that Portugal has been consistently improving its position in the real estate markets. Looking at the top 10 European cities, Lisbon can be found alongside cities such as Berlin, Amsterdam or Madrid. “We have seen a considerable growth in the Real estate Market, with especial focus on urban rehabilitation of properties especially Lisbon and Porto, not only for housing but also buildings that are converted into hotels, offices or housing development intended for the luxury segment,” he continued. “These investments have contributed to the regeneration of cities, giving a new impetus and urban quality in the prime areas of Lisbon and Porto.”

Bernardino, Resende E Associados, Sociedade de Advogados R.L | Law Firm Estêvão Augusto Bernardino Founder and Managing Partner Tel: +351 213174742

International Sector Panel

DRBA Complexities and Developments in Korea Law Offices Choi & Kim is a boutique firm specialised in shipping and insurance. The firm has been providing its expertise on bankruptcy/insolvency law in Korea to its clients for many years. C. J. Kim, attorney at law, explained that many major shipping and shipbuilding companies based in Korea went bankrupt or filed for rehabilitation under the Korean insolvency law – Debtors Rehabilitation and Bankruptcy Act (DRBA) – as a result of the slump in the global economy since 2008. “We provided our advices to various clients, mostly creditors, from all over the world on the Korean procedures and the strategies to maximise the payments on their claims in the Korean insolvency proceedings,” he said. “Our strength which distinguishes us from our competitors is that we can meet various different needs of creditors, providing quality service at a reasonable cost. “Since 2008/2009, the number is increasing and we expect that as the shipping market is not rebounding, more cases will come.” The DRBA was enacted in March 2005 based on the UNICITRAL Model Law, therefore it is similar to the insolvency laws in most developed countries allowing cross-border insolvency proceedings. However, Mr Kim noted that there are still unique features to the DRBA, for example the validity of a so-called ipso facto clause, which allows a party to terminate the contract in the event that the counterparty enters the insolvency procedure. “The issue is whether the party could exercise the right to terminate the contract with the counterparty in the Korean insolvency proceedings based on such a clause,” he explained. “The difficulty arises from a conflict of laws. The general principle is that while the governing law of the individual contract shall be applicable

Law Offices Choi & Kim C. J. Kim, Attorney at law Partner Tel: +82-2-734-6374 to the substantive issues, DRBA governs matters intrinsic to the Korean insolvency procedures. “The practice is that since an ipso facto clause could infringe the court-appointed receiver’s or trustee’s right, granted under DRBA, to decide whether to terminate or affirm the executory contracts for the benefit of all creditors in general, regardless of whether the clause is valid under the contract’s governing law, the party cannot exercise the contractual right to terminate based thereon. There are other issues, such as a possibility of set off and priority of certain claims over others, which involve a conflict of laws.” Mr Kim stated that the Korean insolvency courts plan to suggest that Parliament amends the DRBA to give debtors undergoing the rehabilitation proceedings some tax benefits. One example would be to postpone the due date for payment of tax on the profit made by the debtor from selling or exchanging shares. “Another would be to recognise the parent company’s financial assistance to its subsidiary undergoing the rehabilitation proceedings as the parent company’s costs as a way of to reduce tax payment by the parent company, which in turn encourages the parent company to assist its subsidiary in the difficult situation,” he concluded.

Creative, Comprehensive and Effective Legal Solutions in Florida The Law Offices of David A. Hoines has consistently delivered results in all areas of law. Mr Hoines is respected by his clients and peers alike.

“When you hire the law firm of David A. Hoines - you get David A. Hoines. As your lawyer, I will do whatever it takes to see that your interests and rights are protected.

“Most of us, at some point during our lives, need to seek legal advice”, he said. “Unfortunately, the legal system can be extremely intimidating to many individuals; but it doesn’t have to be that way. Education is the best cure for most intimidating situations and the legal system is no exception.”

“I will draw on my resources and my years of experience to help you achieve your goals. When you need to call your lawyer, I will be the person you will talk to. My staff and I look forward to the opportunity to help you.”

Mr Hoines has the education and the experience clients need from their representative. He has been practising law for decades and has handled all types of cases in multiple jurisdictions. The firm’s constant goal to bring a fair and equitable conclusion to all cases it represents. Mr Hoines is also a member of the AARP (American Association of Retired Persons) Legal Services Network. “We will be happy to help you find the right solution for your situation or problem”, continued Mr Hoines. “And we promise that if for some reason we cannot be of assistance, we will point you in the direction of someone who might be able to help.

David A. Hoines Law David A. Hoines, P.A. Attorney at Law Tel: +1 (954) 772-2444 – Florida Tel: +1 (718) 222-1630 – New York

Although Mr Hoines is licensed and also practices law in New York and California, he has made his home in South Florida and has practiced law there for over 20 years. Licensed to Practice: • Florida • California • New York Area of Practice: • Personal Injury • Tax Law • Estate Planning • Guardianship • Civil Litigation • Living Trust • Living Will

• Negligence • Power Of Attorney • Probate • Real Estate • Trusts • Wills • Wrongful Death

“I am passionate about providing a creative, comprehensive, and effective legal solution for each and every client. Please call or write if you need more information about my experience or if you have questions about how I might be able to help you in your own personal situation. I will be happy to take the time to talk to you personally,” concluded Mr Hoines. October 2016 Corporate INTL


International Sector Panel

Life Science Expertise in Germany Peter Homberg is a partner in Dentons’ Frankfurt office and heads the German Life Sciences Practice Group. He specialises in life sciences, IP and corporate law. Mr Homberg is a member of the Licensing Executive Society (LES), the German Association for Intellectual Property and Copyright (GRUR), the German Institution for Arbitration (DIS) as well as PharmaLizenz-Club Deutschland e.V. Mr Homberg regularly holds lectures at seminars and conferences, among others, at the Management Circle (e.g. “IP-Stipulations in cooperation agreements”) or the Marketing Conference of Medical Technology (e.g. “Update on Therapeutic Products Advertising– Latest Law on Marketing of Medical Technology and Medical Devices on the Basis of Case Studies”). He is also author of numerous professional articles and other publications regarding corporate or IP law in the field of life sciences. Mr Homberg described Dentons as a global law firm driven to provide clients a competitive edge in an increasingly complex and interconnected world. “A top 20 firm on the Acritas 2015 Global Elite Brand Index, Dentons is committed to challenging the status quo in delivering consistent and uncompromising quality in new and inventive ways”, he commented. Dentons is connected to the communities where its clients want to do business and knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world’s largest law firm, Dentons’ global team builds agile, tailored solutions in more than 140 locations serving 50-plus countries. The firm serves the local, regional and global needs of a broad spectrum of clients, including private and public corporations; governments and government agencies; small businesses and startups; entrepreneurs; and individuals. In Germany, in its three offices in Berlin, Frankfurt/Main and Munich the firm advises clients in all key areas of commercial and tax law. “Dentons’ Life Sciences experts in Germany advise on project-related transactions, or alternatively as an ‘outsourced legal department’, with deep industry-specific knowledge, creativity and years of expertise to ensure their clients’ success. Whether licensing deals or regulatory issues relating to the drug advertising law–as part of a team of over 120 lawyers and tax consultants in Germany, Dentons provides companies in the areas of pharmaceuticals, diagnostics, biotechnology and medical devices with a future-oriented and interdisciplinary legal advice”, he concluded.

Dentons Peter Homberg Partner Tel: +49 69 45 00 123 11 24

October 2016 Corporate INTL

Innovative Structural Reforms Required in Greece DINAMIKI EPE Spyridon Michopoulos Partner / Managing Director Tel: +30 210 612 4663 DINAMIKI EPE was founded in 1990. As of May this year, the firm has completed 25 years of continuous and successful operation. It is comprised of tax consultants specialised in international tax law. From the start of its operation, DINAMIKI has set - through the relevant treaties for avoidance of double taxation, which have been conducted between Greece and a further 47 countries - the goal to support foreign customers in taxrelated issues and their investment plans. According to Spyridon Michopoulos, partner and managing director, Greece’s complex tax environment requires the use of specialised consultants. Fluent in English and German, the DINAMIKI team offers a bespoke service spanning the gamut of financial services: from the consulting level during the investment in the local market, during the phase of implementation and setting the operation; to the completion of an operation cycle. Mr Michopoulos noted: “DINAMIKI offers a comprehensive package of bookkeeping, tax and labour law-related services by cooperating with professionals of each area, and lawyers of all specialisations.” The Greek economy has been in a state of unparalleled crisis. Mr Michopoulos explained that innovative structural reforms are required. These include: changes in the public sector of the country and its organisation; increasing employees’ productivity; structural changes in the insurance and finance sector; and privatisations to minimise the public sector. He said: “The political parties of the country have been ill-equipped to address these matters. As a result, the economy has shrunk by some 25%, and they do not have any vision for a better future.” Despite unfavourable conditions, there is room for cautious investment, states Mr Michopoulos. “There are well-trained personnel unemployed. The real estate market, while instable, now invites investment opportunities for the savvy investor. Despite the crisis the average income is still high compared to that of neighbouring countries. Meanwhile, Greece has signed a series of conventions to avoid double taxation, which offers security to the foreign investor.” The country is located at the crossroad of three continents, and the port of Piraeus has increased its ability to accommodate container transport ships, meaning new investments are expected, while privatisation of the rail network will increase opportunities for goods transfer to the centre of the European market. Mr Michopoulos concluded: “The Greek economy is under pressure to be transformed, to become more efficient and less bureaucratic. The institutions have to operate with more transparency – with a greater effort to hit tax evasion, which deprives capital from the state. A more ‘European’ framework is perhaps the answer. “DINAMIKI helps its customers to understand the tax environment; it observes bookkeeping best-practice; it helps its clients make correct decisions regarding the tax consequences of their business activities in order to protect him from hidden charges.”

International Sector Panel

Entry to the Polish Business Sector The Warsaw branch of Derra, Meyer & Partners (“DMP”) is a well known and established legal firm in the heart of Warsaw offering a comprehensive range of services and legal advice fully tailored to our Polish and international clients demands and expectations. We specialise in assisting foreign clients to enter the Polish business sector and offer our expertise regarding the setting up and acquisition of subsidiaries, representing foreign clients in litigation cases before Polish state and arbitration courts and enforcing (cross–border) judgments. Our multi–lingual staff provides services in Polish, English, German and Russian and we are one of the very few legal firms based in Poland to provide legal advice in Italian and Spanish. In 2010, we established an Italian desk, managed by Avvocato, Silvio Di Dea and in 2015 a Spanish desk managed by Abogato Kamila Markowska, lawyers with relevant experience in the Polish and Italian/Spanish legal affairs, in particular within the fields of commercial and corporate law. DMP is a member of DIRO based in Hamburg (Germany) ( – one of the largest law firm networks in Europe, and a member of IR Global ( with its headquarters in London (United Kingdom) – a network of the world’s leading legal, accountancy and financial advisers which allow DMP to provide its services on a world-wide level. The Warsaw office is headed by Dr Robert Lewandowski, a fully – qualified Polish and German attorney at law who has previously

worked for major legal firms in Warsaw and London and who has written many legal books and devised and taught university courses in English, German and Polish. Recently, we have advised international volleyball stars from Germany, Italy, Spain and Slovakia during negotiations with their clubs and brokered contractual dispute settlements. We have been acted on behalf of relatives of Jewish families in accessing Polish archives in order to procure documentation and to establish restoration claims. Currently, we are advising companies seeking to establish bio-gas plants in the lucrative sector of renewable energy which is of high interest to new investors as the Polish government introduced new favorable laws to boost this area.

Derra, Meyer & Partners Dr Robert Lewandowski Head of Warsaw Office Tel: +48 22 10 10 740;

A Joining of Forces In October 2015, the Law Offices Dr PD Theodorides-Dr H G Papaconsantinou (est 1920) and the company Dr Helen G Papaconstantinou, John V Filias and Associates joined forces to establish Dr Helen G Papaconstantinou and Partners, law firm.

• National / EU trademarks / international trademarks

With 14 specialised IP attorneys, three of whom are European patent attorneys, Dr Helen G Papaconstantinou and Partners is one of the largest IP law firms in Greece and broadly recognised as the leading in the country.

• Geographical indications and designations of origin

• National / European patents / PCTs / EP validations / utility models / SPCs / plant variety rights • National / community / international designs • Copyright / protection of artistic works • Exploitation of IP rights / licensing, franchising

Managing partner of the law firm is Dr Helen G Papaconstantinou and the other four partners are Eva Yazitzoglou, Miranda Theodoridou, Fotini Kardiopoulis and Maria Athanassiadou.

• Due diligence searches and related consultancy / monitoring

“Our law firm has an international reputation for high quality expert services by providing sophisticated legal and business solutions in the IP field and aptly combine our firm’s international orientation with an in depth knowledge of the Greek business and legal environment,” said Dr Papaconstantinou. “What sets us apart is our extensive experience and expertise in the IP sector and our commitment to problem solving and achieving results.

• Anti-piracy / anti-counterfeiting / customs monitoring / border measures

“In addition to striving for professional excellence, our lawyers and staff have a strong commitment to professional integrity and business ethics.” The law firm’s expertise spans all aspects of IP and related legal services (consultancy, administrative and judicial support), particularly with respect to:

Dr Helen G Papaconstantinou and Partners, law firm Dr Helen G Papaconstantinou Managing Partner Tel: +30 210 3625757

• Litigation involving all aspects of IP law • IP consultancy

• Trade secrets • Domain names, alternative dispute resolution (ADR) / mediation • Internet law / electronic forms of payment, online contracts and services • Competition, advertising and consumer protection law “Our law firm’s client base covers a broad spectrum,including businesses in all industries and sectors,” continued Dr Papaconstantinou. “Its clients range from large international companies and market leaders to small local businesses, represented either directly by the firm or, indirectly, through trademark and patent agents/practices all over the world.” Several of the firm’s attorneys are active members of various international associations, such as AIPPI, FICPI, ECTA, EPI, INTA, ITMA, GRUR and the UK Society of Legal Scholars. “We are consistently ranked among the top IP law firms in Greece by international legal directories and associations, indicatively mentioning: Legal 500, WTR1000 The World’s Leading Trademark Professionals, IAM Patent 1000, Managing International Property and others and have received various awards in the IP field. “Finally, our law firm has been certified according to the International Organization for Standardization,” concluded Dr Papaconstantinou. October 2016 Corporate INTL


International Sector Panel

Leading the Field in Added Value Fiduciana Trust (Cyprus) Limited is a “boutique” Cyprus trustee and fiduciary services company with international coverage. At Fiduciana, we take pride in the fact that we offer a friendly and personal service. We focus on offering the highest level of personalised trust, corporate and accounting services and solutions to our clients, operating as a “home office”. The “boutique” nature of the business ensures that our clients’ affairs are kept strictly confidential and the most personal approach is offered in the handling of all matters. Fiduciana’s personnel consist of chartered accountants, lawyers and paralegal administrators - high calibre professionals, carefully recruited and suitably-trained to meet the needs of the most demanding situations. Our team although relatively small are extremely dedicated, working long hours in order to give our clients the best service possible. Fiduciana clients are certainly not treated as a number each client is known to us on a first name basis, we build a committed team of people who take total responsibility for our services locally as well as internationally. Our aim is to always exceed our client’s expectations. Fiduciana leads the field in providing added value to our clients. The firm sources highly qualified employees in order to provide a service to the clients of extraordinary quality. Anna Homenko Anna Homenko is a managing partner of Fiduciana Trust (Cyprus) Limited. Prior to that Ms Homenko served as a chief executive officer at IFG Trust (Cyprus) Limited (IFG), an international corporate and financial services company based in Cyprus, where she was

responsible for the establishment and development of the company’s operations in Cyprus, development of corporate strategy, business vision and ensuring overall business growth. She advised on the strategy and implementation of several large corporate acquisitions of IFG. Prior to joining IFG Anna worked with a large corporate services provider firm as head of their corporate department. Ms Homenko has 16 years of tax, compliance, trust corporate and fiduciary experience. She is proficient in dealing with all aspects of corporate law, including management and structuring of Cyprus and international corporate entities as well as advice, structuring and ongoing management of complex multijurisdictional trust structures. Ms Homenko studied International Law in the Institute of International Relations, Kyiv Taras Shevchenko University and continued her academic development in the UK, where she graduated from Keele University, with a dual Bachelor Degree in Law and International Politics. Following that, she completed the legal Practice Course (LPC) in Chester, UK. She is a member of the Society of Trust and Estate Practitioners (STEP) and ITPA.

Fiduciana Trust (Cyprus) Limited Anna Homenko Managing Partner Tel: +357 22 460890

Optimum Commercial Services in Barbados Hastings, Attorneys at Law is a partnership of attorneys-at-law formed in 2008, comprising Barry L.V. Gale, QC and Leodean Worrell, in addition to three associate attorneys and a complement of 12 team members. Hastings is a firm of attorneys offering a wide range of legal services in both the international and local business areas. The practice includes, but is not limited to, banking and finance, mergers and acquisitions, ship charges and mortgage finance, mutual funds, bond issues, joint ventures and advice on international finance and syndicated loan transactions. The firm also advises on the establishment of international business companies and societies and represents a number of large domestic banks and insurance companies including FirstCaribbean International Bank (formerly Barclays Bank PLC and CIBC), Barbados National Bank Inc and Sagicor Life Inc (a leading regional and international insurance and financial services company). The firm also offers project and real estate finance as well as comprehensive litigation support services for its clients. Due to the increasingly diverse needs of their clients, the firm has tapered its practice and has merged to provide optimum service to its clients in the areas of litigation, property law, mortgages and other

securities transaction local as well as off shore. The service provided by this team will be done, where applicable, with the aid of accountants, brokers, bankers and real estate agents in order to ensure the best results suitable to their client’s needs. Backed by a complementary and knowledgeable staff of (currently) 12, the firm offers efficient and professional services. The firm’s experience includes the following transactions: • International finance transactions involving Swiss Re-insurance Company and Barclays Bank PLC involving US $1.15 Billion. • Ship Finance Syndicated loan transaction involving US $119M. • Finance transactions with Deutsche Bank AG and Landesbank. • Re-financing of local Hotel groups involving US $34.5M. • Syndicated loan transaction between Bank of Nova Scotia, Barclays Bank PLC, CIBC and Royal Bank of Canada involving US $60M. • Re-financing (syndicated loan) of Courts Group of companies in the UK and the Caribbean. • Sale of Mutual Bank of the Caribbean. • Take Over Bids (including the recent Sagicor Financial Corporation and Barbados Farms Limited take over) involving US $40M.

Hastings, Attorneys at Law Barry L.V. Gale, Q.C. Partner Tel: +1 (246) 427 9264 26

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• Representing and advising Fairmont Hotels on the sale of their prestigious Glitter Bay and Royal Pavilion Hotels by way of corporate sales. • Representing the prestigious Apes Hill Development in Barbados in relation to a US$400m real estate development. • Counsel for a number of public and private companies. • Counsel for three major banks in Barbados in field of securities, corporate and retail.

International Sector Panel

Protection of Trade Marks in Domain Names As more and more commercial enterprises have started trading and/or advertising their presence on the web, domain names have become even more valuable and similarly the potential for a domain name dispute is equally high. A Domain Name is a quite user-friendly form of an Internet Protocol (IP) address. Addresses to the Internet Web Servers are assigned and managed through the Domain Name System, the globally distributed internet database administered by ICANN. A domain name can also be registered as a trade mark if it satisfied the requirements of registration as stipulated under the Trade Marks Act, 1999 and the Trade Marks Rules, 2002. It is worth noting here that since a trade mark is protected by the local laws of each country, therefore a trademark may have multiple registrations in various countries throughout the world because of different reasons like they are associated with different products falling in different classes of registration or they belong to businesses in different jurisdictions etc. On the other hand since the internet allows for access without any geographical limitation, a domain name is potentially accessible irrespective of the geographical location of the consumers, hence the distinctive nature of the domain name providing global exclusivity is much sought after and can be registered only by one trader across the globe. Currently the domain names are available on a first come first served basis. Hon’ble High Court Delhi in the case of Yahoo Inc. vs. Akash Chopra 78 (1999) DLT 185 held that “a domain name serves the same functions as a trade mark and so is entitled to equal protection.” The decision was followed by a different bench of the High Court of Delhi in the case of Info Edge (I) Pvt Ltd Vs. Shailesh Gupta 98 (2002) DLT 499 wherein the Hon’ble Court held that “Both the domain names of the Plaintiff and of the Defendant, depicting the nature and type of business activity they carry on are identical or confusingly similar trade mark or service marks. It is also a possibility for an internet user while searching for the website of the Plaintiff to enter into the website of the Defendant through only a small mis-spelling of the domain name and, in fact, such incident has occurred in the case of the Plaintiff itself vis-avis the Defendant in proof of which a document is also placed on record. Such diversion of traffic with the sole intention of ulterior gain in the similar business activity by a competitor, requires protection. A court discharging equitable justice should come in aid and for protection of the honest user as opposed to a dishonest user acting on bad faith.” The Hon’ble Supreme Court of India has also expressed its opinion that the domain name performs the same function as that of a trade mark and therefore should be given equal protection in the case of Satyam 28

October 2016 Corporate INTL

Infoway Ltd. Vs Sifynet Solutions Pvt. Ltd. AIR 2004 SC 3540. The said judgments have constantly been followed by various Courts in India in plethora of cases. The right holder can also initiate proceedings before the National Internet Exchange of India or NIXI which is the adjudicating authority in India for any domain name related dispute. The NIXI is a Not-for-Profit Company incorporated under section 25 of the Indian Companies Act, 1956, with an objective of facilitating improved internet services in the country. Any dispute with respect to the domain name have .in cCLTD which is India’s top level domain name on the internet is to be submitted before the NIXI under the .IN Domain Name Dispute Resolution Policy (INDRP) which is the governing policy under which the domain name dispute are resolved in India. A domain name complaint for a domain name having India’s top level cCTLD extension is to be filed with the NIXI under the INDPR policy and the rules framed thereunder claiming infringement of a trade mark in any domain name by the right holder. The right holder is required to satisfy the following three requirements in order to file the complaint: a) The domain name is identical and confusingly similar to the Complainant’s trademark b) The Respondent has no rights or legitimate interests in respect of the disputed domain name c) The domain name was registered and is being used in bad faith Upon receipt of a complaint, the NIXI appoints an Arbitrator to adjudicate upon the complaint, who issues notice to the Respondent with a direction to file its reply to the complaint within a fixed period of time. Thereafter the Complainant is also given the opportunity of filing its rejoinder to the Response filed by the Respondent and the Arbitrator subsequently pronounces its order based on the pleadings of the parties and documents filed in support of the same. On the other hand, a complaint against the international Generic top level domain name (gTLDs) like .com, .org etc. is to be filed before the WIPO as per the Uniform Domain Name Disputes Resolution Policy (UDRP Policy).

Lall Lahiri & Salhortra Mr Rahul Chaudhry Managing Partner Tel: +91 11 4350 0000

International Sector Panel

Incentives for International Investment in Turkey There are many reasons to invest in Turkey, inter alia, its successful economy, location, low taxes and incentives, large domestic market, qualified and economic labour force, as well as a liberal and reformist investment environment.

Köksal Avukatlık Ortaklığı Assoc. Prof. Dr. jur. Mehmet Köksal Founding and Managing Partner, Attorney-at-Law Tel: +90 212 276 98 20

Köksal Avukatlık Ortaklığı (Köksal Attorney Partnership) offers as an international law firm with its headquarters in Istanbul competent legal consulting service and juridical support in Turkish Law. Our team consists of multilingual partners, attorneys and legal assistants, who have excellent expertise in legal matters and profound knowledge in Turkish and international business cultures. Our clients are national and international companies and investors as well as private and public organisations and institutions. We offer legal support in Turkish, German, English and French. Our founding partner Dr Mehmet Köksal established Köksal Law Office in 1987, which operates since 2007 as Köksal Attorney Partnership as one of the leading international law firms in Istanbul. Since 2013 we also offer legal consulting services in our affiliate office in Germany, Munich. Dr Mehmet Köksal graduated from Ankara University Law Faculty in 1986. After his graduation, Dr Mehmet Köksal has worked at the university as a research assistant until he was awarded with a scholarship for a PhD degree in Germany. In 1995 Dr Mehmet Köksal completed his academic studies at Konstanz University Law Faculty. After his return to Turkey Dr Mehmet Köksal has acted since 1996 as an instructor of commercial and corporate law, property law, contract law and consumer protection law at various law schools. Dr Mehmet Köksal is currently a parttime instructor at the Near East University of Cyprus. Besides his occupation as an attorney, Dr Mehmet Köksal holds various functions: Dr Mehmet Köksal is the current President of the Court of Arbitration AHK Istanbul, the National President of the Association of German Lawyers Association (VDA) and furthermore the auditor of the Swiss Chamber of Commerce. He has published 16 books and numerous articles. Turkey’s location on two continents, Europe and Asia, has always been a central feature of the Turkish economy, being the 16th largest in the world. This geographical advantage and the country’s outstanding economic growth in the past decades attract investors from all over the world. Furthermore, since the 1980s Turkish economic policies consistently create special legal and political incentives in order to enhance foreign investment. There are many reasons to invest in Turkey, inter alia, its successful economy, location, low taxes and incentives, large domestic market, qualified and economic labour force, as well as a liberal and reformist investment environment. Moreover, the country is a crucial energy terminal that connects the East and the West.

As to the current investment legislation, one has to say that Turkish investment laws have a simple nature and they also comply with existing international standards. The Encouragement of Investments and Employment Law No. 5084, the Foreign Direct Investments Law No. 4875, the Regulation for Implementation of Foreign Direct Investment Law and the recent Law Amending Certain Laws for the Purpose of Improvement of the Investment Environment No. 6728 are the most important pieces of legislation concerning foreign investment. The most recent of these, being Law No. 6728, has been published in August 2016 and has introduced crucial amendments to present investment legislation. In addition, Turkey is also a party to several multilateral and bilateral investment treaties that promote and protect investments, as well as free trade. With the aforementioned law that came into force in August 2016, the Turkish government intends to reduce the cost of foreign direct investment by abolishing fees, such as the stamp duty. Thus, the law aims at reducing transactional and compliance costs, triggering new incentives for international investments, removing differences in tax applications to certain transactions and increasing the predictability of taxation. However, these new regulations will only become effective after the current state of emergency that is lasting since July 2016. As a matter of fact, it is an important step for an investor to consider and later realise an investment in a jurisdiction and culture that he or she is not acquainted with. One of the areas of expertise at Köksal Attorney Partnership is foreign investment law. Our law firm renders competent and reliable legal advice concerning the whole process a potential investor has to go through in order to be able to make his investments in Turkey. When an investor comes to our firm, we consult him on the legal process, legislation, benefits and risks, as well as on funding. We try to do our best to predict and avoid any potential problems that the investor might face during the entire process.

“It is an important step for an investor to consider and later realise an investment in a jurisdiction and culture that he or she is not acquainted with.” October 2016 Corporate INTL


International Sector Panel

Rise of Arbitration in Botswana Luke and Associates has been operating since 1996 and boasts of a wealth of experience in corporate law matters in Botswana. Its 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. “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. “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 global economic crisis led to a decline in the outsourcing of services from corporate clients. Legal services have been no 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 that are more technical,” he concluded. Luke and Associates Edward William Fashole Luke II Managing Partner Tel: +267 3919345; 30

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Key Legal Issues for Foreigners in Geneva PONCET TURRETTINI Francois Bellanger Partner, Professor of Law at the University of Geneva Tel: + 41 22 319 1111 François Bellanger has been practising as an independent lawyer, specialised in real estate matters since 1995. He thus has 20 years of practical experience as a partner in a law firm in this field, covering both planning and construction law on the one hand, as well as all contractual aspects of private law, including related dispute resolution on the other. Moreover, since 1998, Mr Bellanger holds a professorship at the University of Geneva, teaching planning and construction law. As such, Mr Bellanger is a recognised authority and expert in this field and has indeed spoken at numerous conferences and published numerous papers on these matters. Mr Bellanger thus has considerable and substantial experience regarding all the critical stages relating to a construction project. This experience notably covers the following: all aspects of property law including issues of ownership, servitudes, surface rights or other rights which are key for the implementation of a project; all Federal and Cantonal provisions relating to planning, in particular all planning tools essential to the completion of a large construction project; knowledge of all construction law provisions essential to secure a building permit; substantial experience in matters relating to heritage conservation and the implementation of relevant rules in the context of construction projects; substantial experience in negotiating with the cantonal authorities in the context of the implementation of the above mentioned rules in order to reach optimal solutions; all dispute proceedings relating to planning and construction matters; all procedures for public or private tenders allowing for the selection of agents and the contractors as well as all relevant disputes; the negotiation and drafting of contracts for the hiring of agents and contractors entrusted with the construction; all disputes, whether before the national courts or arbitral tribunals, relating to said contracts. Describing PONCET TURRETTINI, Mr Bellanger said: “With a team of four lawyers specialised in real estate matters, we have a broad experience covering both all land planning and construction legal issues, that are exceptionally complex in Geneva, and all contractual aspects related to construction and property. Few firms have the expertise in all those fields.” According to Mr Bellanger, the legal environment in Geneva is probably the most complex in Switzerland with a great number of federal and cantonal laws regulating the development and construction process. “This legal environment may create delays and obstacles if not properly managed,” he explained. “Such management is part of our firm’s expertise. “The key issue for foreigners is the Federal Law on Acquisition of Real Estate by Foreigners. It limits investment opportunities for foreigners that are not EU citizens resident in Switzerland mostly to commercial real estate. Acquisition of state controlled social apartment buildings may also be envisaged.” Looking ahead, Mr Bellanger expects to see continued and strong demand for residential buildings, as there is a long lasting shortage of such buildings. “However, for commercial real estate, the situation will remain tense with a pressure on the price of such assets,” he concluded.

International Sector Panel

Full Spectrum IP Services in the Philippines Romulo Mabanta Buenaventura Sayoc & De Los Angeles is a Philippine-based law firm known for its expertise and integrity. It stands firmly by its clients, ensuring nothing but excellence in pursuing their needs.

Rogelio Nicandro

The firm’s mission is to pursue at all times the path of excellence, to develop its capabilities to the fullest, and to extend itself to the limit. Its vision is to faithfully adhere to the principles of dedicated service in the finest traditions and highest ideals of a learned and noble profession.

Mr Nicandro believes that the problem of patent infringement is not as serious in the Philippines as in other countries. He noted that enforcement has taken a great leap forwards – particularly during the term of the previous director general of the IPOPHL Ricardo Blancaflor– so much so that the country has been removed from the 301 Priority Watch List.

From a modest commercial law practice in downtown Manila at the turn of the 20th century, today it is one of the largest and most highly regarded law firms in the Philippines with a full offering of legal services, including advice and representation in: banking and finance; capital market and securities; energy and infrastructure; immigration; intellectual property; labour and employment; litigation and arbitration; real estate and natural resources; taxation; and technology media, and telecommunications. The firm is composed of more than 90 lawyers – all of whom speak English fluently and a good number of whom have received training and graduate degrees from universities abroad. The firm’s lawyers are also active officers and members of business and civic associations in the Philippines and around the world. It is the sole Philippine member of Lex Mundi, a global network of about 160 independent law firms, with a combined total of more than 21,000 lawyers in all commercially significant jurisdictions throughout the world. It is also the TRACE partner firm in the Philippines and join other TRACE firms around the world in providing practical and costeffective anti-bribery compliance to global businesses. The firm deals with the full spectrum of IP practice, which includes filing, enforcement, litigation, and prosecution of patents, trademarks and copyrights, domain names, licensing, electronic commerce, cyberspace, and software issues.

Rogelio Nicandro, senior partner, is a member of the executive board and the head of the intellectual property group. His practice focuses on intellectual property, litigation, and arbitration.

“Fortunately for our firm, Mr Blancaflor, who was a former member of our firm before he joined the government has returned to our firm as of-counsel. The internet, mobile phone, e-commerce and digital platforms have brought about a sea change in patent practice”, he added. “Computer technology, software, communications advances have brought new issues that IP lawyers will now have to address. Our department, as a response to these developments, is in constant consultation with technical people in these areas, among them is a lawyer who is a member of our department who has a degree in computer technology”, he concluded.

Romulo Mabanta Buenaventura Sayoc & De Los Angeles Rogelio Nicandro Senior Partner, Head of Intellectual Property Tel: +63 2 555-9555

Evolution in US IP Law Founded in 1988, Rosenbaum IP, P.C. combines professional skills with technology experience to focus and position IP assets that help its client’s achieve their business outcomes. With particular expertise in the life sciences and internet-based technologies, we provide intellectual property legal services to diverse range of clientele across a wide array of fields from biotechnology to semiconductor processing. “All of the attorneys in our firm are big thinkers unconstrained by boxes,” said David G. Rosenbaum, founder & managing shareholder. “Our firm brings big firm expertise, experience and capability to our clients while operating in a smaller firm environment. This allows us to serve earlier stage pre-revenue technology companies as well as established companies and grow with our clients throughout their life cycle.” According to Mr Rosenbaum, IP law in the United States is in a state of rapid change both statutory law and how the courts are applying and interpreting the law. These changes present a particularly challenging aspect of an intellectual property legal practice today. “The volume of information and the rate of developments both domestically and internationally are increasing exponentially,” he said. “We have recognised a critical need to deliver strategic and actionable information to our clients and to the marketplace on a largely real time basis.”

Rosenbaum IP, P.C. David G. Rosenbaum Founder & Managing Shareholder Tel: +1-847-770-6000

To meet this need, the firm has implemented a social media plan that entails an internal social media group charged with monitoring social media for developments in the market sectors it serves and world-wide legal developments, and then communicating such developments through the firm’s social media network. “The increasing pace of evolution in the intellectual property field also necessitates that we constantly improve our internal systems and processes to even more efficiently address our clients’ needs,” continued Mr Rosenbaum. “This is accomplished through quarterly reviews and proprietary metrics developed to gauge our internal process efficiency and effectiveness.” IP continues to be among the highest value assets for the firm’s clients. Mr Rosenbaum stated that most companies remain critically aware of the need to develop and safeguard their intellectual property, both domestically in the United States and abroad. “Levels of uncertainty have increased dramatically in view several recent US Supreme Court decisions and rule-making initiatives at the US Patent and Trademark Office that have severely restricted patentable subject matter and clouded the standards for identifying patentable subject matter in certain technology areas,” he added. “This, in combination, with the advent and exponential growth of postissuance review proceedings, has inexorably changed the psychology of intellectual property protection.” Mr Rosenbaum noted that amendments to the Patent Act are being bantered about in Congress that would fundamentally shift damages calculations in patent litigation and, in his view, undermine patent valuations. “While the enactment of these provisions would be protectionist toward major patent-holders, I believe it would act as a disincentive for and chill independent and small business innovation who are already called upon to assume greater risk in the patenting and pre-commercial development stages,” he concluded. October 2016 Corporate INTL


International Sector Panel

Challenges to Privacy and Confidentiality in the Trusts and Estates Sector SimonetteLewis is boutique practice that offers expert advice on the establishment and structuring of trusts (especially PTCs and VISTA) as well as on obtaining probate and letters of administration for BVI estates – especially for holders of shares in BVI companies. “As a small practice we are able to offer dedicated personalised service promptly and responsively and enjoy a reputation for effective, efficient service that meets even the most urgent client needs”, said Hélène Anne Lewis, senior partner. “Our flexibility and proactive approach has won our clients’ appreciation.” The firm’s clients include business people with operating concerns; owners of real estate in Asia, Europe, and Latin America; investors in mutual funds or the stock market; and philanthropists who wish to set aside long term charitable donations for their causes. Ms Lewis stated that BVI trusts are capable of accepting a wide variety of assets, whether directly or through underlying structures. Real property, shares of holding companies, yachts, or even airplanes form part of the trust funds have SimonetteLewis has established. “In the BVI the introduction of innovative legislation has made the jurisdiction receptive to demands of the modern client who wishes to remain in active control of his assets while providing for future generations,” she commented. “Private trust companies and VISTA

SimonetteLewis Hélène Anne Lewis Senior Partner Tel: +12844944367

trusts offer the options for tailor made solutions needed by global families who acquire wealth in several places while also living in many jurisdictions. BVI trusts are well suited to the needs of such clients.” Discussing the added complexities associated with trusts and estates on an international level, Ms Lewis noted that cross border issues can be as simple as forced heirship provisions or as complex as the domicile issues impacting global families. “Inheritance tax obligations have also got to be considered,” she added. “We work with onshore advisors to ensure our clients have the best options.” Ms Lewis believes that keeping up with legislative developments that affect the sector is crucial to providing the services the firm offers. “Trade magazines such as the STEP Journal and Trusts & Estates provide assistance and guidance in this regard, but it is also important to attend relevant conferences and participate in local discussions and committees that are geared towards continuing professional development on these matters”, she elaborated. In terms of recent developments, Ms Lewis highlighted the introduction of FATCA, CRS and the discussion of introducing public registers of beneficial ownership of corporate vehicles and trusts, adding that these all pose significant challenges for the trust industry. “Privacy and confidentiality are challenged by the need for transparency”, she explained. “Big banks and governments everywhere are passing the burden of compliance on to small service providers and making the provision of services much more challenging.” “While international initiatives continue to focus on the Common Reporting Standard and the arguments regarding public registers of significant interests or beneficial owners continue, the trusts and estates industry has to continue to advocate for privacy and confidentiality. The erosion of these concepts is a threat to the security of HNW families and individuals and it will become an increasingly urgent concern for the trust industry in the years ahead”, she concluded.

Lack of Arbitration Awareness in Nigeria Strachan Partners is a leading commercial law firm, which has consistently insisted on proffering commercially-focused legal advice to facilitate legal solutions. As such, the firm is known for taking an innovative approach in its most challenging commercial transactions and dispute resolution matters. The firm’s core practice focus is in all aspects of both contentious and non-contentious areas of commercial law. Strachan Partners’ experience of over 25 years of providing innovative cutting-edge services makes it a preferred choice in rendering arbitration services. The firm was recently involved in a high profile arbitration case, which arose out of a service agreement between several multinational oil companies generating a lot of attention from both international and local press and raising a novel area in the conduct of arbitration in Nigeria which would serve as a valuable reference point for future arbitration cases in Nigeria. According to Strachan Partners, The Nigerian courts, especially the Lagos State High Court, have been a major pioneer in encouraging dispute resolution. The Lagos Court of Arbitration, Lagos Multi-door Court House and the Chartered Institute of Arbitration are other major institutions that assist law firms in the area of dispute resolution by organising various trainings, seminars and conferences to create general awareness of these mechanisms and also train professionals on the various procedures applicable to the mechanisms. According to the managing partner, Mr Candide-Johnson, the main issue affecting arbitration in Nigeria is awareness. Most people are not aware of the viability of arbitration in resolving business disputes and this is a major problem that is currently being addressed by the various arbitration institutions in Nigeria by organising symposiums and conferences, which depict the viability and advantage of arbitration as a tool for resolving disputes quickly. 32

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He advised that arbitration is a suitable dispute resolution mechanism for high-net-individuals, business men and women, multinational companies and companies generally, especially companies involved in the entertainment and sports industry. “These individuals and institutions are more suited to arbitration because disputes happen often in business; arbitration offers a quick amiable solution to these disputes as opposed to litigation which is plagued by undue delay in courts,” he elaborated. “In other words, arbitration saves these individuals and companies time and money, which is a viable component in the upkeep of their businesses.” Looking ahead, Mr Candide-Johnson expects an increase in arbitration cases in the coming years as the business environment in Nigeria is becoming aware of the major advantages and viability of arbitration in resolving business disputes quickly and efficiently. “Furthermore, the present administration has earmarked infrastructural development as one of the cardinal areas of its agenda. This would bring more business into the country and also increase the number of arbitration cases,” he concluded.

Strachan Partners Charles Adeyemi Candide-Johnson, SAN Managing Partner Tel: +234 1 2700721, 2700722

International Sector Panel

Strong Leadership and a Problem Solving Attitude • Partner at Tonucci & Partners • Managing partner of Spadafora De Rosa Studio Legale e Tributario • Vice President of the Italian Russian Association • Vice President of the Yacht Club Cortina d’Ampezzo Alessandro De Rosa is an international consultant and a panelist in national and international meetings and has been mentioned in several newspapers and interviews.

A Uniquely Flexible and Entrepreneurial Firm TORNARITIS & CO LLC Criton G. Tornaritis Managing Partner Tel: +357 22456056 TORNARITIS & CO LLC is a dynamic law firm specialising in the provision of legal services to a wide range of local and international clientele from all over the globe. “Our knowledge and experience together with our international network provide us with the tools to provide our clients with solutions to their business needs”, said Criton G. Tornaritis, managing partner.

Mr De Rosa’s leadership and problem solving attitude are often appreciated and he has played primary roles in some of the most important transaction closed in the last years in Italy.

“Our team together with our associates is comprised of professionals who are experts in the fields of law, tax planning and business advisory.”

Mr De Rosa’s recent awards include:

The firm offers its clients a wide range of corporate administration services including, but not limited to: company formation; company administration; banking; trust administration; virtual office; fiduciary; corporate secretarial; and legal and business consulting. It maintains strong internal control systems to ensure confidentiality and delivery of value added services to its clients. The firm treats every engagement it undertakes with strict professionalism and integrity.

• Real Estate Lawyer of the Year in Italy – Corporate Live Wire Legal Awards, July 2016; • Law Award for Real Estate in Italy 2016 – Five Star Law –London, June 2016; • Legal’s Finest 200 Awards 2016 – Real Estate – Legal’s Finest, • May 2016; Global Law Expert for Real Estate in Italy 2016; • Global Law Expert – London, May 2016; and Real Estate Lawyer of the Year 2016: • Acq Legal Award – London, February 2016 Tonucci & Partners Tonucci & Partners is an international law firm with offices in Rome, Milan, Padua, Florence, Brescia, Bucharest, Tirana and Belgrade. The firm is one of the largest Italian independent firms. Founded in 1994 and headquartered in Rome, the firm’s operations and practices are international. Tonucci & Partners’s eight offices in Italy, Romania, Albania and Serbia ensure that domestic and foreign clients have access to prompt, reliable and customised legal services for their Italian and Eastern European activities. Additionally, the firm has consolidated working relationships with leading foreign global law firms with offices in the most important markets in Europe, Asia and the Americas. Through this network Tonucci & Partners’s clients have direct access to local market expertise on a truly global basis.

Tonucci & Partners Spadafora De Rosa Studio Legale e Tributario Alessandro De Rosa Partner – Managing Partner Tel: +39 06 362271

“Our relationship with clients is our tool to success”, continued Mr Tornaritis. “We believe that we grow along with our clients and for this reason, we provide our clients with personalised attention for their currents needs and future plans.” The firm takes pride in the high standard of its work. Its breadth of experience enables it to offer a wide range of skills to suit the individual needs and demands of each one of its clients. The firm conducts its work with a high degree of professionalism and dedication, and provide an expert, sensitive service for all of its clients. “We continuously update and adapt to meet the needs of an ever-changing global market and economy”, added Mr Tornartis. “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’. We take pride in providing our legal services to a number of the most important ‘players’ both locally and internationally.” TORNARITIS & CO LLC has been dealing with the new resolution of credit institutions law and subsequently it has been dealing and advising on such matters as the purchase and transfer of credit institutions mainly in the Eastern European market, and in general it has been providing legal advice and services to the Special Administrator of the Cyprus Popular Bank. The firm has also been providing advice to one of the biggest corporate receiverships in Cyprus regarding the Orphanides chain of supermarkets. It provides services to banks and has lately been associated with merger and acquisition processes in the pharmaceutical markets. It is closely associated with international firms and is continuing its expansion both in Cyprus and abroad. “We have earned a reputation for being trusted business advisers, and we demonstrate our value every day in the successful results we achieve. Our firm has been highly commented by legal rating organisations, such as Legal 500. “Reflecting the firm’s entrepreneurial spirit with associated offices around the world, we are ready to help you wherever your business takes you”, concluded Mr Tornartis. October 2016 Corporate INTL


International Sector Panel

New Realities in Malta’s Funds Industry Valletta Fund Services (VFS) is the fund administration arm of the Bank of Valletta Group, Malta’s leading financial institution. The company currently provides a full suite of fund administration services to over 125 funds for a total Assets Under Administration in excess of €3.4 billion, commanding around 25% of the market of the market. VFS’s extensive client base varies widely in terms of both fund sizes and fund strategies as followed by the fund managers based in many of the EU countries, Switzerland and Turkey. Joseph Camilleri, Head of VFS’ Business Development Division, stated that VFS is in “good company”, having no less than 26 other fund administrators in Malta providing fund administration services. “VFS’s physiognomy however differs from the rest, being the only one that forms part of a banking group, through which the breath of services provided covers too custody and depositary services, FXs, brokerage and opening of bank accounts amongst others,” he commented. “VFS has also been at the forefront on the island in ensuring that additional services required by funds and fund managers arising out of the spate of new regulations, can be fully catered for by the company, thanks to a pro-active stance in understanding the implications of the directives, investing in state-of-the-art infrastructure and on-going training to its workforce. This has ensured full compliance of our Valetta Fund Services Joseph Camilleri Head Business Development Division Tel: +356 2275 5599

customer base to the new regulations as soon as they went live, and concurrently created additional revenue streams to the company.” Malta has often been dubbed as “the new kid on the block” given its relatively recent entry into the funds’ scene, at least if compared with other EU domiciles. Mr Camilleri noted that over these past 20 years, new realities have been developing in the funds industry. “The genesis of the sector was exclusively based on retail funds, similar to the UCITS concept. (Malta at the time was not an EU member state). The players back then were the local banks who took a position in the market by structuring own funds for distribution through own branch networks to own clients,” Mr Camilleri explained. He stated that the international drive kicked off in 2000 with the introduction of the Professional Investor Fund regime. Since then, and markedly so post Malta’s accession to the EU, Malta saw an ever increasing number of PIFs setting up in Malta following a myriad of strategies, from the typical hedge funds and funds of hedge funds, Private Equity and Real Estate funds, algorithmic, high frequency trading, distressed debt and arbitrage funds, as well as funds investing in real assets. “Malta’s transposition to UCITS, and later of the AIFMD, saw growing numbers on both fronts of retail funds (many of which passported to various EU markets), as well as full scope Alternative Investment Funds following similar strategies as those mentioned above. “Thus, one could safely state that Malta’s fund industry is not particularly skewed towards one predominant fund type, but is a melting pot of an extensively wide variety of strategies, fund typologies marketed to investors likewise having varying risk profile appetites,” he concluded.

Anti-Commercial Bribery Amendments for China Zhong Lun Law Firm is one of the leading law firms in China. Dr Zhang is one of main partners responsible for regulatory compliance practice of the firm; she was elected into the expert panel for the policy ethics assessment by Shanghai Pudong Government as the only practising lawyer in August 2013, together with six other experts from the legal department of Shanghai Municipal Government, Bureau of Corruption Prevention of Shanghai Municipal Commission for Discipline Inspection, and the legal department of Pudong Government. Dr Zhang is the main legal counsel to Shanghai Pudong Government since June 2013, and Shanghai MOFCOM since January 2016. She advises Fortune 500 companies and MNCs on anti-commercial bribery cases in the industry lines of foods and drugs, medical devices, manufacturing, consumer products, construction, IT, energy and resources. In addition, Dr Zhang has been recognised as one of top three leading individuals in regulatory compliance area in China by LEGALBAND in 2016 following its recognition in 2015. She is a frequent speaker and author for international conferences and publications in anti-commercial bribery and regulatory compliance. Her recent articles include China Layout of Mergers & Acquisitions Report 2015 – Antitrust and Anti-corruption Regimes (published by IFLR International Financial Law Review, March 2015); Bribery and Corruption Compliance Risk in China: A Guide for the In-house Practitioner (published by PLC, October 2015); What Should I Do When I’m Being Investigated? (published by China Law and Practice, November 2014); and Corporate Crime, Fraud and Investigations of China (published by PLC, February 2014). Dr Zhang noted: “It is especially important in China to differentiate each regulatory/enforcement agency, understand their authority and process, communicate with them in their language, and most importantly to understand local practices and procedural requirements. “Besides, considering the employees’ using of texting, WeChat and other personal devices and personal accounts of social media is practically the norm in China. Further, foreign-invested enterprises in the country are advised to pay attention to the rules of PRC 34

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privacy law and secret protection law in the anti-commercial bribery investigations, initiated by internal compliance team or by foreign enforcement agencies.” On 25 February 2016, the State Council released Proposed Amendments to the PRC Anti-Unfair Competition Law (‘Proposed Amendments’), which further clarify the definition of commercial bribery and the accountabilities of the employers for the employees’ conducts of commercial bribery, and intend to enhance the enforcement measures and impose tougher sanctions on commercial bribery. According to Dr Zhang, the Proposed Amendments are expected to become law in the near future upon taking into consideration of the public opinions. “Meanwhile,” said Dr Zhang, “PRC Administration for Industry and Commerce Interim Provisions on Disclosure of the Information on Administrative Punishment, which came into effect in October 2014, require disclosure and public access of administrative punishment decisions and summaries of administrative punishment information, which reinforce the concerns of reputations of foreign-invested enterprises with commercial bribery risks and demand lawyers with practical experience in this field to minimise any adverse effect of potential disclosures – and so this has become another prevalent area of expertise for Zhong Lun Law Firm.”

Zhong Lun Law Firm Dr Haixiao Helen Zhang Partner Tel: +86-21-60613508

International 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. • 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

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”. October 2016 Corporate INTL


Funds in Malta

MAG Fund Solutions RICC Limited Mandaris is a leading international Fiduciary and Consulting Company, providing an individualised approach to Tax, Fiduciary, Trust and Fund Services. “Our clients’ needs come first and so all our solutions are tailormade and include international tax and structuring advice,” said Alexandre von Heeren, chairman/managing partner. “This extends to our fund solutions which can be set up on a bespoke basis to suit investor requirements and investment policies.” Founded in 1933, Mandaris now operates from four centres in Basel, Zurich, Zug and Malta where its employees create innovative solutions for discerning clients based in Switzerland and elsewhere. Besides the design and registration of the fund, Mandaris also provides legal and tax advice including tax reporting, withholding taxes, tax analysis regarding investments as well as administration, accounting, investment controlling and audit, due diligence and compliance. Mr von Heeren stated that Mandaris’ Private Label Funds are made to measure. Predominantly these are set up as a SICAV legal structure (open-ended investment company), however other forms are possible. Mandaris operates a fully licensed Recognised Incorporated Cell Company (RICC) and as such is permitted to provide assistance in setting up SICAV Incorporated Cells (ICs), selecting third party providers as well as provision of standardised documents for the IC and other ancillary services. “Mandaris assists its client with the funds design, creation and administration,” he continued. “The flexibility of the investment framework in Malta enables clients to create a truly bespoke fund structure through choice of fund label, selection of asset manager or self-managed funds, selection of custodian amongst others. “Though often used as an investment strategy by corporations to attract investors, Private Label Funds have also been adapted by wealthy private individuals and families in cases such as succession. This enables less wealthy family members to pool funds and achieve economies of scale as well as access to exclusive investment opportunities.” The benefits of Mandaris’ Private Label Funds include full tax exemption of investment within fund (no subscription taxes, no wealth tax, no withholding tax no VAT), flexible investment strategy (diversified or single investment), simplification of personal and corporate tax reporting as well as comparatively low cost of local service providers, lawyers and auditors.

Malta – Flexible and Competitive According to Mr von Heeren, Malta offers a wide range of flexible and competitive asset structuring options through companies, trusts, foundations, securitisation and fund vehicles (including closed and open-ended investment companies) which can be tailored to suit the investor.

The regulatory authority – Malta Financial Services Authority (MFSA) has fully transported the UCITS IV Directive and the AIF Directive and as such funds domiciled in Malta can be distributed and passported within the EU and outside. “Voted “most favoured” European Fund Domicile by Hedge Fund Review in both 2013 and 2014, Malta continues to be an exciting and innovative domicile for funds and as such Mandaris is proud to be able to offer its clients unique investment solutions through its Malta based platforms,” he commented. All supervision and issuing of licences is carried out by the MFSA which is the sole regulatory authority of funds and financial institutions in Malta. Mr von Heeren stated that one of the advantages of Malta’s small size is that it affords fund promotors direct access to the Authority. “In fact the MFSA encourages face-to-face meetings between fund promotors, banks and other financial institutions ahead of issuing of licences,” he added.

Recent Developments and Trends Mr von Heeren noted that the launch of the Notified Alternative Investment Funds (Notified AIF) has been one of the biggest developments in the industry in Malta. “As the Notified AIF is not regulated or authorised by the MFSA this presents a distinct advantage in terms of its speed to market,” he explained. “Typically within 10 business days from the date of filing of a complete notification pack, the Notified AIF will be included in the List of Notified AIFs by the MFSA.” He stated that Malta’s funds industry is growing steadily which in turn is attracting more sophisticated asset management activities, and that there has been dramatic change in Malta’s fund landscape since the implementation of the EU’s Alternative Investment Fund Management Directive (AIFMD). Aside from the launch of the Notified AIF, he also highlighted the introduction of the Recognised Incorporated Cell Company (RICC) in 2012 as a notable development in the industry. “Mandaris is in a unique position to offer expertise on this type of fund platform and has a fully licenced RICC company operating in Malta to provide bespoke fund solutions for its clients,” he continued. “The use of the RICC platform structure is a perfect solution for start-up funds who may take advantage of the self-contained Incorporate Cell (IC) feature. The RICC provides standardised documents and assistance with the provision of services to the ICs established within its platform structure. “Apart from the fact that the liabilities of each IC are ring-fenced, the use of standardised documents enables an IC to be established under the platform easily and with fewer costs involved than if it were to be created on its own.”

A Destination of Choice

Mandaris Alexandre von Heeren Chairman/Managing Partner Tel: +356 2014 5309 36

October 2016 Corporate INTL

With its increasing portfolio of fund options, flexibility towards management of funds, comparably low set up costs and favourable tax regime, Mr von Heeren believes that Malta is a very attractive choice when re-domiciling existing funds from both within and outside the European Union. “The re-domiciliation procedure is swift and coupled with its innovative and competitive market, Malta is becoming one of the destinations of choice for fund operations and asset structuring in general,” he concluded. Mandaris does not believe in a “one size fits all” strategy. This also applies to its fees. The fee structure of a fund can be worked out together with the client so that a solution is found that responds to the needs and expectations of the client and Mandaris. If you would like any further information on Mandaris’ RICC Fund Platform, Private Label Funds or its Securitisation Cell Company or any advice or information on other services please do not hesitate to contact the company on +356 2014 5309 or email

Annual Trusts and Estates Review STEP is the worldwide professional body for practitioners in the fields of trusts and estates, executorship, administration and related issues. STEP members help families secure their financial future and protect the interests of vulnerable relatives. STEP aims to promote the highest professional standards through education and training leading to widely recognised and respected professional qualifications. STEP internationally has almost 20,000 members alongside over 4,000 students. 2016 for Trusts and Estates Edward Buckland TEP, worldwide chair of STEP, stated that: “2016 has been an interesting year for those working in trusts and estates. Overall, business volumes remain positive: families will always want to make plans for the future provision of their children and other dependents. However, those advising them on such planning are having to take note of increasingly complex, and often hostile, tax legislation as well as increasingly onerous AML requirements, which is all driving up costs.” Mr Buckland highlighted the Brexit vote as an event with particular significance in terms of trusts and estates, as London is a major centre for many international families from across the globe. As a result there is “a lot of uncertainty about the long-term future for those wishing to have homes in the UK, compounded by successive moves to raise taxes on those buying UK property from overseas.” “The other major development has been the Mossack Fonseca affair, which has led to a fresh wave of scrutiny on the offshore world and criticism of those using international financial centres, even when they are doing so for wholly legitimate purposes,” he added. Discussing recent trends, Mr Buckland noted that there is a growing aversion to risk. He explained that financial institutions have been increasingly withdrawing both from jurisdictions they see as high risk from a regulatory perspective and from businesses where they perceive that the risk profile is unattractive. “Many have therefore exited the trust business, with private equity often looking to fill the space they have created,” he said. “We are also starting to see increasing risk aversion in the advisory community, too, given the increasingly complex legal and regulatory hoops that have to be gone through to ensure that any client with complex affairs is legitimate.” International Complexities Trusts are very much associated with the common law – broadly the legal systems found across the English speaking world – and much of the rest of the world (generally known as the civil-law world) gives little legal recognition to trusts. Of course, this does not prevent many civil-law countries, such as France, taxing trusts.

Opportunities and Challenges According to Mr Buckland, rising property prices and buoyant business valuations around the world, both perhaps driven by low interest rates, mean that growing numbers of families have assets that they wish to safeguard carefully as they move from one generation to another. “Families are also becoming more complex,” he noted. “Divorce and remarriage are becoming more common, families are spreading internationally and it is now not uncommon to have four generations of a family to consider rather than the traditional two or three. All these create demand for good advice and long-term planning.” Discussing the most significant challenges, he stated that the environment is marked by not only increasingly complex legislation and regulation, but also by increasingly punitive penalties if the professional gets it wrong. “That puts a premium on ensuring first-rank technical knowledge and skills. It also makes delivering a good service while controlling costs hugely challenging.” Predictions Mr Buckland believes that the next 12 months will see automatic exchange of tax information between jurisdictions begin in earnest. As a result he anticipates a further leap in compliance costs, but for the great majority of families, who have always prioritised ensuring that they are tax compliant, the most worrying trend at the moment is pressure to give full public access to intimate details of their financial affairs. “This pressure is most acute in the EU, but it is also surfacing elsewhere, accompanied by political pressure for increased wealth taxes and inheritance taxes,” he explained. “The trust and estate world is monitoring these elements very closely.” The Next Year for STEP STEP’s mission is to help its members and their clients by promoting high professional standards, ensuring its members are technically well equipped in a rapidly changing world, and making sure that the policy decisions taken by governments are well informed in terms of their implications and impact. The organisation is therefore currently rolling out a series of new courses designed to help the professional meet the new demands under both automatic exchange of tax information legislation and anti-money laundering regulations.

“Inheritance laws also differ widely, with some jurisdictions having forced-heirship laws, meaning estates must be distributed to heirs in a certain way, while others give the individual considerable freedom in how they might want their estate to be distributed. Inheritance taxation also differs widely across the world,” explained Mr Buckland.

“We are also expanding rapidly in new regions, where the high professional standards we promote are much in demand,” said Mr Buckland. “In doing this, we are establishing partnerships with many of the major employers in the industry to ensure that what we are offering is relevant to their needs”.

“The net result is that anyone who wishes to establish a trust or draft a will with assets or beneficiaries across a range of jurisdictions needs to take considerable care that their plans are both legally effective and tax compliant.”

“Finally, we are working closely with governments and others on issues such as publicly accessible registers of beneficial ownership, ensuring that the likely impact on families, especially those with vulnerable family members, is well understood,” he concluded.

STEP Edward Buckland TEP Worldwide Chair of STEP


October 2016 Corporate INTL

Cook Islands International Protector Services Ltd., IPS was created from the demands of clients, trust companies, attorneys and financial professional looking for learned and experienced representation in reformation of trusts to protect from attacks both internally by trustee(s) and externally by creditors, beneficiaries and unknown claimants. “We are the only exclusive protector entity within the Cook Islands”, said Michael B. Nelson, principal. “We do not act as trustees, settlors, administrators, lawyers or accountants. We only focus on the relation between the trust and the protector without the inherent conflicts of also acting in other capacities in the trust. Our duties of loyalty and trust remains within the trust deed or private foundation instrument itself. “In planning a trust or private foundation, it is a distinct advantage to retain the services of an offshore protection company outside the jurisdiction of United States courts. We offer full protector services in trust administration, trust protection litigation, and the asset security.” IPS was the first advocate of pet trust legislation in the Cook Islands and continues to represent pet trusts and also private pet foundations as the protector. The firm provides (1) privacy from beneficiaries of a will or trust who may not agree with the pet owner’s intention after death or best use of the decedent’s estate (2) court challenge of the pet trust or foundation being overly funded for the life and/or benefit of the intended pet and (3) privacy from the public to protect the pet from theft, harm or ransom. Mr Nelson explained that almost any international trust or private foundation requires a qualified protector in the unique judicial location

of the Cook Islands. He stated that this “allows the protector to continue to represent the interests of the true settlor, grantor or founding member of the private foundation without being brought into the expensive and time-consuming court proceedings while continuing to accommodate changes in beneficiary circumstances and oversee the actions of the trustee or foundation members and advisers.” He added that each client’s wishes are different and the applicable jurisdictions also vary. The firm has worked with over 85 different jurisdictions during the last 40 years. “Many jurisdictions now have far-reaching laws that give them tax rights over people who inherit property from another country or where the deceased or the heir were/are resident, domiciled or hold nationality in another jurisdiction”, he elaborated. “We are very experienced with all aspects of the benefits and burdens of these treaties and welcome the opportunity to work with the client representatives to protect the assets of the trust or foundation.” Discussing recent events with significance for trusts and estates, Mr Nelson highlighted three issues: cross-border inheritance tax obstacles within the European Commission; increased revenue demands of the new US administration from costs of foreign wars and loss of domestic jobs; and Brexit’s ramifications on property values, financial commitments, currency valuations and the ability to accumulate wealth. He stated that that all three issues require challenging planning. Finally, Mr Nelson stated that “as people and capital become increasingly mobile, the number of international inheritance disputes is on the rise.”

International Protector Services Ltd. Michael B. Nelson Principal Tel: +1-415-992-7992

Germany Forum von Seelstrang & Partner mbB, headquartered in Munich, Germany, offers professional legal advice at the highest level for any legal matters involving German civil law and taxation. “Our team of experienced lawyers, tax advisors and certified public accountants can look back on a wealth of experience in personal as well as in commercial legal matters,” said Mario von Seelstrang, attorney at law. “This enables us to provide specialised solutions in relation to complex legal and taxation cross boarder issues with a focus on our clients’ wishes and needs in estate matters.” The firm’s clients include international high-networth individuals, businesses, managing directors, board members and executive employees that entrust it with their personal and business matters. A core area for the firm is the field of international inheritance taxation and the asset structuring. The firm advises its clients in matters involving German legal issues and provides cross border services at the interface between Germany and Australia, Germany and the USA and Germany and other European jurisdictions, with focus on the UK, Austria, Switzerland and Italy. The firm’s experienced lawyers are familiar with relevant tax treaties between Germany and European countries as well as USA and Australia. According to Mr von Seelstrang, asset planning requires a responsible attitude to the future. The firm therefore provides advice to their clients which takes into account future circumstances and sensitivities in relation to the transfer and inheritance of assets.

“This includes business succession, financial planning, gifts, formation of foundations and trust as well as wills and the administration of estates,” he added. “We combine our expertise in different legal fields, tax advice and different jurisdictions and are able to provide our clients with comprehensive, creative and specialised solutions.” Discussing significant recent events, Mr von Seelstrang noted that different EU member states have had completely different private international law rules (PIL) for succession. “The Succession Regulation (EU) No 650/2012 (SR) became fully effective on 17th August 2015. It has attempted to harmonise PIL for succession throughout the EU without having too significant an effect on the internal succession laws of EU member states. “The Succession Regulation governs the private international law rules for succession in the SR Zone between states within it, but also between them and states outside it. Thus is vital for all practitioners to understand. “With respect to the new business exemptions from German inheritance and gift tax it is to point out that reductions in asset values due to special tax-mitigation restrictions in a company‘s articles are limited to 30% and it will be limited to specific assets,“ he concluded.

Forum von Seelstrang & Partner mbB, a German Law and Tax Firm Mario von Seelstrang Attorney at Law, Tax Advisor, Accredited Specialist in German Succession Law, Accredited Specialist in German tax law, Certified Executor, TEP Tel: +49 89 171132-0

October 2016 Corporate INTL


Annual Trusts and Estates Review

Japan Legal Profession Corporation CAST is a member of the CAST GROUP providing high quality one-stop legal, accounting and tax services to international clients. CAST GROUP has its own offices not only in Japan but also in other Asian countries such as China, Vietnam and Myanmar and has an affiliated law firm in Hong Kong. The firm’s clients include individuals (Japanese, Chinese, USA, etc.) who need legal and tax service for inheritance, preparing wills or other related matters including cross-border issues which require trust structure as well as Japanese listed and unlisted companies which advance into and retreat from China and Chinese companies which advance into Japan. The staff of CAST GROUP includes not only Japanese lawyers and tax accountants but also Chinese lawyers and tax accountants. Also, the firm has handled many inheritance cases relating to the probate procedure in other countries. Masato Shibata, partner, explained that trust structures can provide individuals with various effective methods for transferring estates or businesses. For example, under traditional Japanese Civil law, an individual can designate the first beneficiary who inherits the estate after

such individual’s death by will but cannot designate the second beneficiary after the first beneficiary’s death. “However, a trust structure can make this possible,” said Mr Shibata. “Therefore, an individual (trustor) can designate several beneficiaries in several generations. Such trust continues until the death of the beneficiary who inherits the beneficiary right after 30 years from the foundation of such trust.” As a second example, he noted that for some types of asset, a trust structure can save inheritance tax by creating two types of beneficiary rights, namely beneficiary right on principal which belongs to the inheritor and beneficiary right on profit which belongs to the trustor. In Mr Shibata’s final example he stated that in a case where all of the estates of a business person are shares of his private company and he has many heirs, he cannot give all of his shares to a certain heir he believes to be competent in business under Japanese law.

Legal Profession Corporation CAST Masato Shibata Partner Tel: +81-3-5405-7850

“This is because each heir has his own ensured portion to the estate. However, he can realise his intention by transferring his shares to the trust of which trustee is such specific heir he desires to transfer his business and beneficiaries include all heirs,” he concluded.

New Zealand New Zealand, unlike England, does not have an Equity Bar, although there are law firms and barristers, including John Brown, who specialise in trusts. Mr Brown’s work covers three areas: legal writing on trusts including reporting court judgments concerning trusts from the New Zealand High Court and appellate Courts; advice and assistance to senior barristers engaged in Court proceedings concerning trusts; and legal advice and trust documentation for lawyers (including outside New Zealand) engaged with trusts. His principal clients are other barristers, lawyers and professional advisers (where they are non lawyers then they would instruct him through a lawyer/ solicitor). While much of his work is for professional advisers inside New Zealand, part of his work is for professional advisers outside New Zealand and it is not limited to common law jurisdictions. One of Mr Brown’s key strengths is an upto-date knowledge of the law of trusts in New Zealand. He explained that trusts in New Zealand are principally subject to judge made law (although there are some statutes), and as a result trust law is not static but is continually developing. “Therefore, receiving judgments concerning trusts as soon as they come from the Courts, and reporting relevant judgments, gives me an outstanding advantage knowing current law when giving legal advice concerning trusts,” he said. “I started New Zealand Trust Reports in 2007 in conjunction with the principal New Zealand tax publisher, because I saw practitioners making submissions and arguing appeals unaware of relevant court judgments critical to their submissions.” Mr Brown noted that New Zealand has a large number of trusts for its population size. It is also 40

October 2016 Corporate INTL

a country that has significant advantages for “Foreign Trusts” where the trustee is resident in New Zealand, but trust settlor, beneficiaries and trust assets are outside New Zealand. Discussing the creation of tax effective solutions, Mr Brown noted that trusts can provide valuable tax solutions. However, in his experience, trusts that are solely tax driven are relatively short lived. “Focusing on tax to the exclusion of other issues can result in unwise estate or asset planning steps or trust arrangements that are completely inappropriate,” he explained. “In my view a comprehensive approach should be adopted. Traditionally trusts have offered a number of long-term advantages, including for example holding assets for disadvantaged beneficiaries (and I use that term very widely), and that continues to be the situation.” Mr Brown noted that trusts also have a wide application in commerce. “One area where care needs to be taken is in regard to the terms under which a trustee holds life insurance that is being used to fund a company share-purchase/succession planning arrangement and the related documentation between the shareholders,” he added. Looking ahead, Mr Brown advised those working in the trusts and estates areas that it is important to stay current. “Legislative developments tend to be well flagged; it is keeping up with various Court judgments and identifying a trend that is critical for the professional adviser. For example, in New Zealand the Court decisions have indicated that it is difficult to show that a trust is a sham,” he concluded.

John Brown LLB, TEP, CLU Barrister Tel: +64 9 8463 201

Annual Trusts and Estates Review

Nigeria FBN Trustees Limited, the trust/agency services subsidiary of FBN Capital Limited, was incorporated on 8th August, 1979 and has since been actively involved in the business of trusteeship. FBN Capital Limited is the investment banking and asset management business of FBN Holdings Plc. Through key business lines of investment banking, markets, trust/agency services, asset management and alternative investments, the firm provides services in advising, financing, trading, investing and securing to ensure that it supports the diverse financial needs of its clients. FBN Trustees Limited FBN Trustees Limited is duly registered with the Securities and Exchange Commission, the Corporate Affairs Commission as well as the Association of Corporate Trustees (a selfregulating organisation) to carry out the business of trusteeship in Nigeria. Its operations and activities are monitored by these agencies to ensure adherence to investors’ interests. FBN Trustees renders private trust services amongst other trust service offerings. Private trust services are for individuals, families and charities, guiding them in the preservation of legacies and transfer of wealth across generations with bespoke solutions for individual clients. The firm’s clients are within the classes of middle income earners, high net worth individuals and ultra high net worth individuals. Its clients’ jurisdictions are within the continent of Africa but with dual citizenship. “The key strengths are the brand, the expertise of the officers in the company and the complexity and transaction size handled by the company,” said Mofoluke Keshinro. Trust Structures and Asset Classes Trust structures implemented by the company are dependent on the object of the trust, domicile of the trust assets, peculiar preferences of the settlor while noting the short, medium and long term goals of the client. It can adopt a number of structures for its estate planning services, ranging from but not limited to: living trust; education trust; family trust; charitable trust; dependant trust; medical power of attorney; executorship; estate administration; and will drafting. Asset classes are subject to the company’s investment policy which is safety of the assets first, low risk strategy. They include: • Federal Government Bonds (FGN Bonds) • Corporate Bonds & Eurobonds • Commercial Papers • Call Placements, Fixed Deposits and Bankers Acceptance • Mutual Funds For offshore trust investments (subject to domicile), the company invests in (but is not limited to) the following assets: • Sovereign Bonds & Treasury Bills • Sub-National Fixed Income instruments • Fixed Income Instruments (Corporate Bonds, CPs) • Mutual Funds and ETFs • Hedge Funds Public Enlightenment on Estate Planning FBN Trustees has consciously taken up the responsibility of educating Nigerians on the importance of having an estate plan. “The volume of information and enlightenment created by the company through radio and the

print media has given the company visibility and made it a reference point in the private trust space,” explained Mofoluke Keshinro. FBN Trustees is the first trust company in Nigeria to prepare a literature/compendium on Estate Planning solutions to the public. International Complexities Discussing the complexities associated with trusts and estates at an international level, Mofoluke Keshinro noted the processes of inheritance tax among jurisdictions; the taxation of trust assets and recent decisions in some international courts attaching trust assets in divorce suits; and dual citizenship and its attendant tax implications. In terms of creating tax effective solutions, she emphasised the benefit of double tax treaties, which is to safeguard investors from paying taxes on income in two countries at once. “Double Tax Treaties allows an investor to enjoy savings on taxable income,” she explained. “We assist clients in investing or creating structures in jurisdictions where Nigeria has signed the double tax treaty which gives room for tax efficiency on the trust assets while also creating structures in tax havens and jurisdictions where inheritance taxes are minimal and ensuring the object of the structure is not eliminated in the process.”

FBN Trustees Limited Mofoluke Keshinro TEP Head, Private Trust Services/ Vice President Tel: +234-805-412-9619

Significant Events Commenting on events with particular significance for trust and estates practices, Mofoluke Keshinro highlighted the 2010 United States Foreign Account Tax Compliance Act (FACTA), which requires US citizens – including those living outside the US – to file yearly reports on their non-US financial accounts and income. “This act has made other countries to seek reciprocal automatic exchange of tax information,” she commented. “Some countries have signed the Inter-government Agreement with the US to implement FACTA. “Also the United Kingdom government has plans to extend inheritance tax to cover UK residential property owned by non-UK companies where the shareholder is a non-UK trust.” Predictions In the next 12 months, Mofoluke Keshinro expects to see the requirement for disclosure on settlors and funding of trusts becoming more stringent. “There is the possibility of increase in taxes as it relates to inheritance taxes/estate duty and taxes on trust assets with likely waiver for voluntary disclosure in some jurisdictions while the laws on taxation affecting trust assets especially in some jurisdictions where trusts are not currently taxed might be reviewed,” she explained. She stated that the business of private trust services in Nigeria is evolving, however she believes that the progress made over the last five years is significant. “Through education and enlightenment, FBN Trustees Limited has been able to position itself as a reliable, professional and experienced Estate planning solution provider. “There is room for growth and huge potential for the business when the public understands we have expertise and a reliable team to work with,” she concluded. October 2016 Corporate INTL


Annual Trusts and Estates Review

Trinidad & Tobago CariCounsel offers legal and consultancy services in civil, commercial and criminal law, including litigation at the High Court and Appellate jurisdictions. The firm provides expertise in fields including trust and estate, oil and gas/energy, banking and insolvency, intellectual property and fraud law. The firm’s trust and estate services include rendering advice on selecting offshore jurisdictions with laws favourable to the trust structure that meet the needs of clients; drafting trust and estate documents (including preparation of re-sealing of grants, which requires a local attorney-at-law); and providing litigation services through its attorneys-at-law, and alternative dispute resolution procedures through its certified mediator and member of the Chartered Institute of Arbitrators. The firm provides services for individuals, corporate clients (including start-up and familyowned businesses, and large companies) and professional clients (including attorneys-at-law and solicitors). It caters to local, regional and international clients. Ria N. Mankee-Sookram, attorney-at-law and co-principal of the firm, is affiliated with STEP and is currently the only person in Trinidad and Tobago enrolled in the STEP Diploma in International Trust Management. This affiliation is fundamental to the firm in its pursuit to develop the field of trust and estates locally and regionally. Ms Mankee-Sookram has been called to the Bar of Trinidad and Tobago and of Guyana and will soon be called to the Bar of Barbados and St. Lucia, strengthening the firm’s regional network. The firm maintains a multi-jurisdictional practice and ongoing liaison efforts in this area of law.

“The firm’s strength also lies in our ability to provide transparent, trustworthy and timely services to our clients,” said Ms Mankee-Sookram. She explained that the bankruptcy of individuals in Trinidad & Tobago was previously governed by the Bankruptcy Act 1916, modelled on the English Bankruptcy Act 1914. In 2014, the new Bankruptcy and Insolvency Act 2007 (BIA), modelled on the Canadian Bankruptcy and Insolvency Act, came into effect (except Part XI dealing with International Insolvencies) and provides for the appointment of a Supervisor of Insolvency who is mandated to keep a public record of bankruptcies and proposals. “Local practitioners may soon find that bankruptcy searches become part of the regular trust and estate practice, which are typical in some jurisdictions, and having to advise on beneficiary planning in bankruptcy.” “The move to modernise legislation came with the new Trinidad and Tobago International Financial Centre, through laws including the BIA ,the Securities Act (2012) and the impending Tax Information Exchange Agreements Act. The intention here is to further encourage sophisticated legal, financial, trust and accounting firms and professionals through the development of a more robust and attractive tax and trust regime,” she concluded.

CariCounsel Attorneys-at-Law and Consultants Ria N. Mankee-Sookram Attorney-at-Law (Called to the Bar of Trinidad and Tobago and of Guyana) Tel: +1-868-622-2641; +1-868-718-1584;

Ms Mankee-Sookram is keen on establishing a Trinidad and Tobago STEP Branch and has invited students and professionals to consider STEP as a means of gaining credentials in the field and fostering the international network of trust and estate practitioners, while providing support to their local practice.

Ukraine Voropaev & Partners Law Company is a Ukrainian legal company. It was incorporated on 1st August 2005 and since then it has been providing its clients – international and local business representatives – with top quality legal services. Apart from traditional legal services, Voropaev & Partners Law Company offers services of independent directors in corporate bodies of local and foreign companies, advises on wealth management and estate planning, assists in creation of trusts and foundations, and maintains further supervision over management of the created structures in the interests of the clients with the help of the lawyers being appointed as protectors. Voropaev & Partners Law Company is the only company in Ukraine having in its staff lawyers with professional background as STEP members. “The combination of profound knowledge and extensive practical experience in different areas of law with understanding of a specific character of a client’s business and local market as well as close relationships with professionals from different jurisdictions helps Voropaev & Partners Law Company to enable its clients to use opportunities of foreign structures at the full extent and to live up the clients’ expectations,” said Nataliya Muktan, partner and advocate. “It distinguishes our company among other legal services providers in Ukraine.” The firm’s clients are mainly high net worth individuals coming from Ukraine and Russia, representatives of major industrial groups carrying out business having a Ukrainian 42

October 2016 Corporate INTL

element or owning assets in Ukraine or originating from Ukraine. “Most of them are trustless to foreign trustees and professionals whom they never met and reluctant to give away their property and control over management of the property,” explained Anna Nechai, lawyer and advocate. “Therefore, we help our clients and professional foreign trustees to create such a trust structure that would be valid, effective and manageable for a foreign trustee, and ‘comfortable’ for our client so that their wishes and interests are met and protected.” Ms Nechai explained that trusts and foundations are not yet recognised in Ukraine. Despite this, the firm’s clients are increasingly seeking advice on the protection of their assets from governmental seizure without due process or against imposition of exchange bans and limitations. “Some in the process of changing their place of residence are looking for mechanisms on financing of their family needs until obtaining a source of income at the new place of living,” she added. Looking ahead, Ms Muktan believes that the demand on trust structures among Ukrainians will rise. “Ukrainian parliament intensively discussed the necessity to enact a law on special confiscation which, if generally speaking, provides seizure of any assets from private individual property prior to any judgment of conviction even if the individual that is suspected in criminal offence is absent, not found or dead,” she concluded.

Voropaev & Partners Law Company, LLC. Anna Nechai, Lawyer, Advocate Nataliya Muktan Partner, Advocate Tel: +380445017785

Arbitration, ADR & Litigation Who’s Who One consequence of recent economic strife is that businesses now face more litigious times. An increasing complaint of businesses is that it is cheaper to settle a dispute than risk the current 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. The rising popularity of ADR can be attributed to the increasing caseload of courts, the lower cost of ADR in comparison with litigation, and emphasis on client confidentiality. ADR is generally classified into four types: negotiation, mediation, collaborative law, and arbitration. Negotiation Negotiation is a dialogue intended to resolve disputes, to produce an agreement upon courses of action, to bargain for advantage, or to reach outcomes to satisfy key interests. In negotiation, participation is voluntary and there is no official third party to facilitate the process. Mediation In mediation, there is a third party mediator who facilitates the resolution process and may even suggest a resolution (known as a mediator’s proposal) but who does not impose a resolution on the parties. Mediation gives the parties the opportunity to discuss the issues raised in the charge, determine underlying interests or concerns, find areas of agreement, and finally reach resolutions. A mediator does not resolve the charge or impose a decision on the parties. Instead, the mediator helps the parties to agree on a mutually acceptable resolution. Collaborative Law In collaborative law, each party has an attorney who facilitates the resolution process within specifically contracted terms. The parties reach agreement with support of the attorneys and mutually-agreed experts, though no one imposes a resolution on the parties. Arbitration In arbitration, participation is usually voluntary and there is a third party who imposes a resolution. Arbitrations often occur because parties to contracts agree that any future dispute concerning the agreement will be resolved by impartial individuals. This is known as a “Scott-Avery Clause”, named after the case Scott v Avery (1865),

Key Contacts: Anne Véronique Schlaepfer Co-Chair – International Bar Association Arbitration Committee


October 2016 Corporate INTL

which reads: “neither party [...] shall bring any action or other legal proceedings against the other of them in respect of any such dispute until such dispute shall first have been heard and determined by the arbitrator(s) [ ... ], in accordance with the Arbitration Rules and [ ... ] an award from the arbitrator(s) [ ... ] shall be a condition precedent to [ ... ] any action or other legal proceedings [ ... ]”. Mediation/arbitration is a hybrid where a third party can move from a mediating stance to a position of more authority if the parties cannot find a solution. There are other methods of ADR, such as early neutral evaluation, where an expert third party such as a surveyor or accountant gives their opinion on the strength of a case. A more formal procedure is expert determination, where the disputing parties agree to be bound by the decision of a neutral expert. Retired judges or private lawyers are able to re-train as arbitrators or mediators; however, trained and qualified non-legal dispute resolution specialists form a growing body within the ADR field. In the US, many states now have mediation or other ADR programs joined with the courts, to facilitate settlement of lawsuits. ADR in the UK Between 1993 and 1996, Lord Woolf conducted a wide-ranging enquiry into the civil justice system, attempting to create and implement a root and branch review of the civil law system in England. The aim was to simplify the system and reduce the backlog of pending and unresolved civil litigation cases. In his 1995 Interim Report on Access to Justice, he highlighted three interrelated problems of cost, delay and complexity as central to the changes that needed to be made to the civil law system. This enquiry formed the basis of the new civil procedure rules brought into English civil law in 1999. The civil procedure rules included references to ADR in rules of court and introduced pre-action protocols, with their emphasis on settlement outside of court. Global Popularity Away from litigation, alternative dispute resolution techniques continue to gain popularity worldwide. The boom of mediation as a means of resolving disputes outside the courts has been impressive, and is confirmed by an expanding list of respected mediators. Increasingly there is a push towards mediation and pre-litigation investigative work – as a preventative measure against settling disputes in the civil courts. Many lawyers and solicitors are positive about ADR and mediation in particular. The majority see the role of mediation continuing to expand in the future. Court time is being freed up, and although judges have been losing business in the courts, they have been gaining business and recognition separately as mediators.

Bettina Knoetzl Co-Chair – International Bar Association Litigation Committee

Costa Rica Hulbert Volio & Parajeles was born as a litigation and arbitration boutique, dedicated to provide the country with specialised conflict prevention and resolution services in civil and commercial law. With time, multi-national clients approached the firm with diverse needs and the firm opened new areas: dispute resolution in commercial, IP, administrative and criminal law, as well as corporate, complex contractual structures, wealth preservation and real estate developments. The dispute resolution lawyers have great experience in complex cases; with more than 30 years of experience they have held positions in very important branches in the court, universities and law training academies. They litigate as a routine and are very familiar with Latin American law practice. Andrea Hulbert is one of the best litigation attorneys in the country, a recognised speaker in law conferences. She is also a national and international certified arbitrator; one of the first female lawyers who started her practice in ADR and that regularly sits as an arbitrator. The law firm represents numerous international clients, persons, corporations and non-litigant attorneys, having a 75% of clients from abroad. The firm was ranked as a top leading law firm in Chambers Latin America 2017: “Hulbert Volio & Parajeles really gets the job done. The firm has a good understanding of the Costa Rican court system as well as all aspects of jurisprudence, and is adept at identifying a problem, developing a legal strategy and executing it.” Andrea Hulbert is highly regarded by clients, who say: “She is very professional and extremely knowledgeable

in all aspects of litigation in Costa Rica.” They also express strong appreciation for “her finesse, efficiency and punctuality.” Partner, Gerardo Parajeles was a civil and commercial judge for 30 years, has being a law professor for many years, and is now litigating in the firm. Costa Rica is a friendly country with ADR mechanisms; we are part of the New York Convention, the International Commercial Arbitration Law, based on the UNCITRAL Model Law, was recently approved; some institutions have included in their proceedings the use of some of the IBA rules, and the judiciary system is highly respectful with all national and international ADR regulation and resolutions. The most common ADR methods used are conciliation, mediation and arbitration. The institutions are always promoting the use of ADR and the most important conflicts are solved in arbitration. In addition, the court promotes a conciliation hearing that in many cases allows the parties to reach a settlement. We are expecting an increase in the levels of domestic and international arbitration derived from a public awareness of the ADR benefits in terms of time, administration of the procedure and quality and experience of our professionals; also, the institutional costs and arbitrators’ fees are very competitive.

Hulbert Volio & Parajeles Andrea Hulbert Founding Partner and Director Tel: (+506) 2205-5000

Costa Rica’s strategic location, climate and recognised democracy make it an ideal place for any ADR procedure and Hulbert Volio & Parajeles the ideal legal adviser.

Ireland Regan Solicitors is a boutique corporate law firm with a particular emphasis on providing clients with tailored solutions to their legal issues aiming to ensure the most commercially effective outcome. “As part of this process our lawyers look to balance the need to ensure client-protection with the possibility of achieving the desired results through alternative dispute resolution mechanisms”, said Mark Regan, managing partner. Regan Solicitors acts for a broad range of clients, from start-up technology companies and established multinationals in areas as diverse as telecommunications, food production and transport logistics. “In all cases we find that our clients value the benefit of knowing that their legal team has their commercial as well as legal interests in mind at all times”, added Mr Regan. The firm has been involved in a number of multi-million Euro and low-level claims, acting as both mediator and also on behalf of clients at all stages of the mediation process. According to Mr Regan, the most common form of dispute resolution in Ireland, by virtue of its long-standing development, is the litigation process through the Courts of Justice. The principal ADR institutions in Ireland are the Chartered Institute of Arbitrators, Centre for Effective Dispute Resolution and Mediators’ Institute of Ireland. “These institutions variously provide guidance and continuing professional development services to members as well as facilities and experts to assist in the dispute resolution process”, he explained.

Mr Regan noted that the use of ADR has significantly increased over the last decade and continues to grow year-on-year. He stated that this is primarily due to the rise in legislation providing for compulsory ADR pre-trial but also due to a shift in mindset whereby all parties to the litigation process, including judges and lawyers, have come to recognise the benefits of ADR to both the court system and litigants. “It has become increasingly common for legislators to provide for compulsory ADR, most recently evident in the new Construction Contracts Act, and the Courts are increasingly leaning towards making costs orders against parties who refuse to engage in ADR where directed to do so”, he elaborated. “ADR processes are becoming increasingly common by virtue of Judges recognising the benefit of directing parties to mediation and arbitration as part of the pre-trial process and with a view to resolving disputes without the need for full court hearing. While litigation remains the principal form of dispute resolution, a significant number of claims are now being settled as a result of the parties engaging in ADR pre-trial.”

Regan Solicitors Mark Regan Managing Partner Tel: +353 1 6874100

Mr Regan believes that reference to ADR processes, and in particular mediation, will continue to grow over the coming months. “With the growth in the economy and green shoots in the construction sector I believe that as we see a rise in litigation we will also witness an increased demand for ADR services. This is particularly so given the provisions of the new Construction Contracts Act”, he concluded. October 2016 Corporate INTL


World-Wide Vision:

With experience arbitrating, mediating, teaching and consulting on four continents, you can trust Louise’s practical, efficient and fair approach to getting your dispute resolved.

For more information, check the Aculex website at or send a message directly to Louise at:

Arbitration, ADR & Litigation Who’s Who

Japan Koga & Partners (K&P) has represented Japanese and foreign clients in numerous cases of international commercial dispute resolution, including litigation, arbitration and mediation, and won excellent results for them. The cases encompass a broad area of disputes arising from contract, corporate matters, competition, trademark and unfair competition, aviation and security fraud. The firm’s clients include foreign and Japanese companies of all sizes, financial institutions, trade associations, media, sports and private associations. It is currently representing many foreign institutional investors in a few security fraud cases involving tens of billions of Japanese yen. It is also working on a few international cartel cases together with a number of foreign law firms. Seiichi Yoshikawa, a senior partner, has been a regular speaker at seminars on international dispute resolution sponsored by the Japanese Institute of International Business Law for over 20 years. Mr Yoshikawa noted that, apart from the court system, practically the only dispute resolution institute for commercial cases in Japan is the Japan Commercial Arbitration Association (JCAA). However, it handles a rather small number of cases (around 20 cases each year). “This is partly because, unlike such countries as Singapore, English is not widely spoken in Japan and therefore it is not considered a favorite forum for international arbitration and partly because in Japan disputes tend to be brought into court which is well trusted,” he explained.

Discussing the key factors affecting arbitration, dispute resolution and litigation in Japan, Mr Yoshikawa highlighted one major issue facing the Japanese civil procedure: a lack of the discovery system available in the US and other countries. He believes that this imposes a substantial burden on the litigants in collecting evidence.

Koga & Partners

“Such burden can be avoided in arbitration if the parties agree on using the proper discovery system,” he elaborated. “On the other hand, since there is no cost for discovery, the total cost of litigation tends to be much cheaper here than in some other countries where discovery plays a central role in the civil procedure.” While mediation is often used for resolving small and family cases in Japan, it is not used as much for major international commercial cases. However, Mr Yoshikawa noted that in the course of litigation, judges often try to resolve the dispute by way of a court sponsored discussion for settlement, which is the equivalent of mediation. “Since arbitration is not open to the public, it is suited to resolve a dispute which the parties wish to handle in secret. Otherwise, we do not see much advantage in using arbitration over litigation in Japan.

Koga & Partners Seiichi Yoshikawa Senior Partner Tel: +81-3-3578-8681

“Even though it is sometimes said that arbitration is cheaper than litigation, based on our experience, arbitration is often more expensive than litigation because parties must bear the arbitrators’ fees, together with the cost of JCAA. Also, a losing party cannot appeal, which makes arbitration more risky than litigation,” he concluded.

Mexico Our attorneys provide high quality services through a combination of educational background, field expertise and specialised skills with the purpose of satisfying our clients’ needs. We have strategic presence in domestic and international locations allowing us to offer customised and immediate legal solutions in today’s global and highly competitive business environment. We believe in the specialisation of our legal services, which allows us to offer our clients immediate and practical solutions to all their needs. That is why our team is formed by a group of trained professionals in every area of law, to ensure we can satisfy all our clients’ needs.

ALEJANDRO SCHUSTER BENITEZ General Background Alejandro Schuster holds a degree with honors in Law by the Universidad Panamericana, Guadalajara campus. Master in Private Law with honors. Master in Public Law with honors. He majored in Civil and Commercial Procedural Law, as well as in Constitutional law and Obligations and Contracts. He is an active member of the Mexican Bar Association, and of the International Chamber of Commerce, where he is part of the Jalisco Arbitration Committee. In 2016 he was named as the expert lawyer in Mexico in the area of Dispute Resolution by the Corporate INTL Magazine organisation.

Our firm has the flexibility to offer legal and business services to entrepreneurs, small, and medium companies, as well as to multinational and government entities. We offer integrated counselling to our clients to capitalise on business, trade and investment opportunities, as well as to handle any contingencies as a result thereof.

He is a founding and practising member of the Ramos, Ripoll & Schuster Law Firm, for which he directs the practising team for litigation and dispute resolution.

Our firm is comprised of attorneys and professionals with vast experience in legal practice, fully committed to quality and specialised services. That is why our team is formed by a group of trained professionals in every area of law, to ensure we can satisfy all our clients’ needs.

Academic and Professional Activities

His practice is mainly concerned with civil, commercial, and constitutional litigation, as well as on extrajudicial recovery of nonperforming loans portfolio.

Ramos Ripoll & Schuster Abogados Alejandro Schuster Benitez Partner, Head of Litigation and Dispute Resolution Team Tel: +13336275035

Co-founder and Acting Director General of the “Instituto de Enseñanza Práctica del Derecho”, a renowned institute committed to the legal updating of lawyers and non-lawyers. Former treasurer of the U.S.-Mexico Bar Association, Guadalajara chapter. October 2016 Corporate INTL


Arbitration, ADR & Litigation Who’s Who

Netherlands Vink & Partners Legal and Tax (V&P) is a small Dutch law firm (established in 1990) with a distinctive international expertise and focus. V&P combines all the advantages of a small firm, such as direct and personal contact, swift decision-making and thorough risk-checking, with the profound knowledge, expertise and experience of the big firms. V&P delivers high quality legal service without slowing down your daily business routine – efficient, accurate, creative and cost-effective. Our team of specialised lawyers and tax-lawyers, specialised in corporate law, international private law, corporate litigation, employment law and tax law, is trained and skilled in multidisciplinary problem-solving. The partners of V&P are experienced members of national and international supervisory boards. This background and know-how is used to achieve a comprehensive and practical solution. Contrary to most law firms, V&P delivers a meticulous and tailored approach without sacrificing the expedition of the legal work. In no way should obtaining the correct legal solution slow down your business – we discuss priorities and necessities with our clients and adapt speed and implementation to their wishes and obligations. We have also reconsidered the traditional way of charging clients. Our bills are never a surprise – we discuss budgets and expectations upfront. Our corporate law/litigation partner, Edith Nordmann, is a seasoned corporate and commercial lawyer and litigator with a broad international expertise. She also is a fully accredited ADR International Court mediator and arbitrator. This allows her to assist her clients in the best possible way as she knows to address

situations, problems and challenges from different angles, based on her expertise as a court litigator, court mediator and arbitrator. Her international clientele range from multinational corporations, privately held companies, to small- and medium-scale businesses throughout the world. She leads and cooperates with a well-trained team of lawyers and litigators within V&P and is the direct contact for international clients. Over the years, Mrs Nordmann has developed an exemplary knowledge of business law, and is consistently following and analysing current trends as well as legislative and regulatory developments. She is familiar with corporate and business law in other jurisdictions where her clients have operations or are looking to invest. When working with an international clientele, it is crucial to remain up to date; to this end, she recently completed a diploma from Wharton Business School. Mrs Nordmann is fluent in German (native speaker and head of the German desk for 15 years), English, Dutch, French and Italian, which not only allows her to communicate with many of her international clients in their mother tongue, but also to understand the difference in mentality, culture and legal systems. She emphasises that a thorough understanding of specific cultural differences is vitally important in negotiations and doing business successfully. Mrs Nordmann is ambitious, thrives on challenges and relentlessly pursues her clients’ goals, while remaining mindful of their reputation, needs and risks – in and out of court. She considers herself very lucky to have maintained fruitful, long-term relationships with such a diverse and international clientele.

Vink & Partners Legal and Tax Edith N. Nordmann Partner Tel: +31(0)20 573 21 21

UK – England Metis Law is a Legal 500 Firm. It is a dynamic, young and fast growing boutique law firm based in the heart of Leeds. The firm provides robust commercial and strategic legal advice with practical relevance. The team is proactive and committed to understanding its clients’ business and solving their legal problems. The firm prides itself on its relationships, specialist sector knowledge and flexibility. Metis Law is a full service law firm, providing expert legal advice to businesses of all sizes. The firm has specialist lawyers operating in a number of industry sectors including: energy and resources; financial services; goods and retail; insurance; manufacturing; real estate and property development; social care; telecommunications; and media and technology. Established in 2009, the firm has grown across seven years. Its partners and fee earners have worked at some of the UK’s largest law firms. Rajat Sharma is the founding partner of Metis and head of dispute resolution. He worked for STAR – News Corporation, in legal & communications, advising the vice president of international business operations before qualification as a solicitor in commercial litigation. He is a solicitor-advocate, being one of a minority of solicitors who are qualified with the same rights of audience as barristers in High Court proceedings. 48

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Mr Sharma worked for a number of regional and international law firms before founding Metis in 2009. Mr Sharma advises parties on complex disputes that arise when relationships breakdown across industrial, commercial, property and media sectors. His technically robust and aggressive style has earned him a unique reputation, particularly with many national boards of directors, as the “go-to guy” for help when dispute resolution has snowballed or stalled, confidence has been lost, and results are needed. He is privileged to have the confidences of many who operate in corporations at the highest strategic levels leading him to being regularly instructed in preference to national or London ‘magic’ firms. In some cases, Mr Sharma has been specifically brought in by companies to oversee dispute resolution currently being conducted on their behalf by city firms. Mr Sharma’s case load is the same calibre of work which the national firms undertake. His clients are diverse and can range from personalities to national or international companies, some of whom are famous brands or operate in unique sectors such as IVF or Digital Media. The value of his cases leads up to the value of £90 million. He is widely known being the lawyer regularly instructed by new clients after having first acted against them.

Metis Law Rajat Sharma Founding Partner and Head of Dispute Resolution Tel: +44 (0)113 2424099

Employment Law Who’s Who

Employment law, or labour law, is the body of laws, administrative rulings, and precedents which address the legal rights of, and restrictions on, working people and their organisations. As such, it mediates many aspects of the relationship between trade unions, employers and employees. There are two broad categories of labour law. First, collective labour law relates to the tripartite relationship between employee, employer and union. Second, individual labour law concerns employees’ rights at work and through the contract for work. The labour movement has been instrumental in the enacting of laws protecting labour rights in the 19th and 20th centuries. Labour rights have been integral to the social and economic development since the industrial revolution. Global Variations The basic feature of labour law in almost every country is that the rights and obligations that bind the worker and the employer are mediated through the contract of employment between the two. This has been the case since the collapse of feudalism, and is the core reality of modern economic relations. Many terms and conditions of the contract are, however, implied by legislation or common law, in such a way as to restrict the freedom of people to agree to certain things in order to protect employees, and to facilitate a fluid labour market. Unlike in the US, in many countries it is compulsory to provide written particulars of employment with the essentialia negotii (Latin for essential terms) to an employee. This aims to allow the employee to know what to expect and what is expected: in terms of wages, holiday rights, notice in the event of dismissal, job description and so on. An employer may not legally offer a contract in which the employer pays the worker less than a minimum wage. An employee may not agree to a contract which allows an employer to dismiss them unfairly. There are certain categories that people may simply not agree to because they are deemed categorically unfair. However, this depends entirely on the legislation of a particular country. A Worldwide Arena The expansion of international trade, investment and business operations to a worldwide arena has brought considerable changes in the employment laws in many countries. Businesses planning to expand their operations globally should understand the current legal environment and the laws that govern employment in a particular country to be able to create a successful workforce. It is essential to be familiar with the specific laws relating to hiring and firing, unions, employee benefits and other important aspects. One of the crucial concerns of workers and those who believe that labour rights are important, is that on a global platform, common social standards ought to support economic development in common markets. At the same time, international enforcement of rights has to be in place. A primary concern is that with the breaking down of trade barriers in the global economy, while this can benefit consumers, it can also make the capacity of multinational companies to bargain down wage costs even greater – in wealthier Western countries and developing nations alike. The ability of corporations to shift their supply chains from one country to another with relative ease could be the starting point for the limitation of regulations on employment. In that case, many countries are forced into a merciless downward spiral – for instance slashing tax rates and public services. Countries are forced to follow the process because, otherwise, foreign investment will dry up. On the other hand, however, one should remember that free competition for capital investment between different countries 50

October 2016 Corporate INTL

increases the dynamic efficiency of the market place. Faced with the discipline that markets create, countries are then incentivised to invest in education, training and skills in their workforce to obtain a comparative advantage. Government initiative is spurred, because rational long-term investment will be perceived as the better choice to increasing regulation. This theory concludes that an emphasis on deregulation is more beneficial than not. That said, it is worth mentioning that the International Labour Organization does not share this opinion. The International Labour Organization (ILO) is a specialised agency of the United Nations that deals with labour issues. One of the principal functions of the ILO is setting international labour standards through the adoption of conventions and recommendations covering a broad spectrum of labour-related subjects and which, together, are sometimes referred to as the International Labour Code. The topics covered include a wide range of issues, from freedom of association to health and safety at work, working conditions in the maritime sector, night work, discrimination, child labour and forced labour. Labour and employment policies within companies are shaped by the law and practice of the countries in which they operate. Many of these laws are based largely on international labour standards that are designed to eliminate unjust and inhumane labour practices. The ILO advocates international standards as essential for the eradication of labour conditions involving ‘injustice, hardship and privation’. According to the ILO, international labour standards contribute to the possibility of lasting peace, help to mitigate potentially adverse effects of international market competition, and help the progress of international development. US Employment Law US employment law is comprised of both state and federal laws. Federal law not only sets the standards that govern workers’ rights to organise in the private sector, but also overrides many state laws. In addition, federal law establishes minimum wages and overtime rights for the majority of workers in the private and public sectors, while state laws may provide more expansive rights. Employment law in the US has traditionally been governed by the common law rule of ‘at-will employment’, meaning that an employment relationship could be terminated by either party at any time for any reason, or without a reason. This is still true today in most states. However, commencing in 1941, a series of laws prohibited certain discriminatory firings. That is, in most states, an employer is free to discharge individuals ‘for good cause, or bad cause, or no cause at all’, and an employee is equally free to quit, strike or otherwise cease work. However, an employee cannot be fired because of certain characteristics, such as their race, religion or gender, nor can they be fired because they have complained about illegal activity, discrimination, or health and safety violations.

Key Contact: Johan Lubbe International Bar Association Employment and Industrial Relations Law Committee


Kunz Schima Wallentin Rechtsanwälte GmbH Attorneys at Law Kunz Schima Wallentin Rechtsanwälte GmbH - Attorneys at Law (KSW) is currently advising on many of the highest profile cases in Austrian employment law and is widely known for its strong litigation in this field. The firm’s areas of specialisation within employment law are business restructurings / TUPE, working time law, works council relations, collective bargaining issues etc. The firm also enjoys an outstanding position in advising on directors’ and officers’ liability cases. Being a full service firm on the market for over 20 years, KSW’s employment team is furthermore able to advise in interdisciplinary cases, e.g. covering white collar crime, corporate law, data

protection and IP law and administrative as well as constitutional law matters.

well ahead of the planned start date of employment”, he added.

The firm’s sector expertise includes the public sector, telecommunications and IT, aviation, industry and retail. KSW also specialises in the health care sector, not only in pure employment matters but also regarding rules on the professional conduct of health care practitioners.

Austria’s membership in the EU has had a significant effect on the country’s employment law. For instance, Dr Schima highlighted the opening of the Austrian job market to nationals of eastern European EU member States which led to a tightening of legislation against wage dumping.

KSW’s employment law team is currently the biggest on the Austrian market, consisting of 15 lawyers as of 1st October, 2016: three partners, two salary partners and 10 associates. Chambers, Legal 500, JUVE et al consistently rank KSW in tier one for employment law.

“Applicable EU legislation and ECJ rulings have influenced judgments of the Austrian Supreme Court”, he elaborated. “These decisions have refined the Austrian employment law provisions, e.g. on equal treatment and working time.”

Hon-Prof Dr Georg Schima, partner and cofounder, explained that Austrian employment law is traditionally very protective of employees’ rights. In addition, most industry sectors are governed by binding collective bargaining agreements. “This situation can impede employers to adjust their workforce to changing business needs,” he said. “Our firm assists national and international clients in identifying and preventing pitfalls that may lead to longdrawn-out litigation.”

Hon-Prof Dr Georg Schima, M.B.L. HSG, LL.M. (Vaduz) Partner and Co-Founder Tel: +43/1/31374

Bermuda Canterbury Law Ltd. Established in 2012 as a boutique civil litigation and employment/labour professional law firm, Canterbury Law Limited brings together two attorneys with over 35 years of combined experience at the Bermuda Bar, Juliana Snelling and Paul Harshaw. Canterbury Law comprises professionals who are dedicated to providing knowledgeable, personal and practical legal advice to both local and international clientele.

Juliana M. Snelling Director/Partner Tel: +1 (441) 296-8444

Dr Schima noted that, as an EU member state, Austria imposes few restrictions on the right to take up occupation for citizens of (most) EU countries. For third-country nationals, however, national law requires prior obtaining of permits. “As the relevant application process can require considerable time, we usually devise strategies with prospective employers

Juliana Snelling Ms Snelling (née Horseman), Rhodes Scholar, has over 18 years of experience at the Bermuda Bar, including 11 years as Partner at the law firm of Mello Jones & Martin. Ms Snelling’s principal work involves advising senior level business executives as well as local and exempted companies, trade unions and other institutions on the terms of contracts of employment and severance agreements. She also practises in most areas of civil litigation, regularly appearing in the Supreme Court of Bermuda in cases involving contract and civil disputes, property disputes, human rights issues, defamation cases, insurance claims disputes, judicial review actions, negligence claims, personal injury matters, landlord tenant matters and debt actions.

Discussing legislative updates, Dr Schima highlighted the Family Leave Award Act, effective March 2017, which intends to improve the compatibility of family and job. “Fathers of new-born children are entitled to temporarily suspend gainful employment between 28 and 31 calendar days in a period of 91 days after childbirth to dedicate time to their families”, he explained. “It remains to be seen how quickly employers will adapt to this new legislation.” Finally, Dr Schima stated that he anticipates more questions surrounding issues of equal treatment and anti-discrimination in the next 12 months. “There have been recent decisions e.g. on the right to wear religious attire in the work place, both on national and EU level. The ramifications thereof will have to be further explored in day-to-day advisory work”, he concluded.

Tax Appeals Tribunal. She is Bermuda’s former Ladies’ Stroke Play Golf Champion and played on the varsity golf team at Stanford University. Her educational experience includes: - Graduate, Inns of Court School of Law (Outstanding Designation), London, England (1993-1994) - B.A. (Jurisprudence), St. John’s College, Oxford University (First Degree, Rhodes Scholar), England (1991-1993) - U.C.L.A. School of Law, California (1990-1991) - B.A. (History), Stanford University, California (Phi Beta Kappa Hons.) (1985-1989) - L’Institut d’Etudes Politiques, Paris, France (1986-1987)

Ms Snelling was called to the Bar of England and Wales in 1994 and the Bermuda Bar in 1995. She is a member of the Honourable Society of the Inner Temple. She is also a qualified solicitor in England and Wales and a member of the Law Society as well as a member of the Chartered Institute of Arbitrators.

In 2011 Juliana was recognised by the Bermuda Government’s Department of Human Affairs as one of the 100 Women/100 Vision honourees, an award that highlights the achievements of 100 women in Bermuda who have had a positive impact on the Island of Bermuda in the economic/business sector.

She has served for three years as chair of Bermuda’s Land Valuation Appeal Tribunal. She previously served as a member of the Professional Conduct Committee of the Bermuda Bar Association, the Treatment of Offenders’ Board and the

In December 2012 Juliana was the winner of “The Bermudian” Magazine’s Services Award for legal services for being the “go to” lawyer for employment and immigration representation

October 2016 Corporate INTL


Employment Law Who’s Who

Colombia Lopez & Asociados Juan Pablo Lopez Moreno is a general director and legal representative of LOPEZ & ASOCIADOS. PROFESSIONAL ACTIVITIES: General Director and Partner at LOPEZ & ASOCIADOS. Attorney-at-law and adviser in the fields of Labour Law and Social Security in Colombia, with exclusive emphasis in company representation and specialised advice on individual and collective labour law matters to companies of the food, financial, industrial, mining, commercial, telecommunications and services sectors.

Juan Pablo Lopez Moreno General Director Tel: +57 (571) 340-6944

Japan Anderson Mori & Tomotsune Anderson Mori & Tomotsune is a fullservice law firm formed by the merger and consolidation of the practices of three leading Japanese law firms: Anderson Mori, which established its reputation as one of the largest and most established international law firms in Japan since its inception in the early 1950s; Tomotsune & Kimura, particularly known for its expertise in international finance transactions; and Bingham Sakai Mimura Aizawa, a premier international insolvency/ restructuring and crisis-management firm.

Hideki Thurgood Kanoh Partner Tel: +1 81-3-6888-1061 52

October 2016 Corporate INTL

EDUCATION AND ACADEMIC BACKGROUND • Lawyer of the Pontificia Universidad Javeriana (1993) • Labour and Social Security Law Specialist of the Pontificia Universidad Javeriana (1994). • Director of the Labour Law Department of the Faculty of Legal Sciences of the Pontificia Universidad Javeriana (2012). • Director in charge of the Labour Law Postgraduate Programme of the Faculty of Legal Sciences of the Pontificia Universidad Javeriana (2014). • Director in charge of the Social Security Postgraduate Programme of the Faculty of Legal Sciences of the Pontificia Universidad Javeriana (2014). TEACHING EXPERIENCE • Law Professor: Years: 2000- 2015 PONTIFICIA UNIVERSIDAD JAVERIANA – Faculty of Legal Sciences • Professor of the Labour Law: Years: 20072010. Lugar: Bogota UNIVERSIDAD SERGIO ARBOLEDA – Faculty of Legal Sciences • Professor of the Labour Law: Years: 2007 2010. Place: Bogota UNIVERSIDAD CATOLICA DE COLOMBIA – Faculty of Legal Sciences INDIVIDUAL ACHIEVMENTS AND AWARDS: • Recognised by the British international publication CHAMBERS & PARTNERS, as a Band 1 lawyer, in Labour Law and Social Security in Colombia – Latin America. Years 2010, 2011, 2012, 2013, 2014 y 2015. • Recognised by the CORPORATE INTERNATIONAL GLOBAL AWARDS as

Anderson Mori & Tomotsune has extensive experience in the labour and employment areas. Our labour and employment team consists of over 20 attorneys able to provide specialised and practical advice and assistance on labour and employment matters, including in connection with the resolution of disputes, which we tailor to the circumstances of each client. Our attorneys are fluent in both English and Japanese, and thus, are able to service both domestic clients as well as international companies that are or intend to conduct business in Japan. AM&T’s labour practice has been recognised and rated highly by many prestigious international organisations and legal industry publications. Such achievements lay testament to the high quality of our work and expertise in providing practical advice and solutions to complex labour and employment matters as well as our ability to provide timely advice to employers in the unique and often challenging environment of Japan’s labour market. Further, AM&T is able to offer clients a holistic package. In addition to the provision of traditional legal advice and assistance, AM&T regularly holds onsite training sessions for clients, aimed at familiarising management and supervisors with Japanese labour law and informing them about specific areas which are particularly relevant to their specific field and company.

the best labour lawyer in Colombia – Latin America. Year’s 2011 y 2012. • Lecturer in the NATIONAL CONGRESS OF LABOUR LAW AND SOCIAL SECURITY. “Labour Relations as an Instrument for Peace” in 2015. • Lecturer in the NATIONAL CONGRESS OF LABOUR LAW AND LABOUR RELATIONS in Argentina, year 2015. • Recognised by LEGAL 500 as one of the best labour lawyers in Latin America, in 2015. WORK TEAM ACHIEVMENTS AND AWARDS: • Recognition to the Firm LOPEZ & ASOCIADOS SAS (Firm of which he is the main partner and General Director) by the British international publication CHAMBERS & PARTNERS, as an excellent-level Firm in Colombia – Latin America. Years 2013, 2014 and 2015. • Recognition to the Firm LOPEZ & ASOCIADOS SAS (Firm of which he is the main partner and General Director) with the GLOBAL LAW EXPERTS 2013 PRACTICE award in Colombia –Latin America. Year 2013. • Recognition to the Firm LOPEZ & ASOCIADOS SAS (Firm of which he is the main partner and General Director) with the LAWYER MONTHLY LEGAL AWARDS 2012 / WINNER in Colombia – Latin America. Year 2012. • Recognition to the Firm LOPEZ & ASOCIADOS SAS (Firm of which he is the main partner and General Director) by LEGAL 500 as one of the best teams of labour lawyers in Latin America in 2015.

Some of our awards and rankings, mentioned above, include: • Client Choice Award for three years in a row (2009, 2010, 2011) and Firm of the Year Award (2010) in the Management Labour and Employment Law category from the International Law Office; • Firm of the Year Award (2010) in the Management Labour and Employment Law category at the Dealmakers Annual Awards; and • A Band 1 ranking for two consecutive years (2010 and 2011) from Chambers Asia, in which AM&T is the only Japanese law firm to receive a Band 1 Ranking in the Employment category. Hideki Thurgood Kanoh Hideki Thurgood Kanoh has been practising in the area of labour and employment and currently devotes his practice exclusively to this area from the viewpoint of employers and companies (instead of employees and workers). He acts on behalf of both Japanese and non-Japanese multinational companies, advising them on all aspects of labour and employment. Although he advises companies on ways to avert formal labour and employment disputes, he is also an experienced labour and employment litigator, having successfully defended many cases. He has written and lectured extensively on labour and employment matters in addition to matters unrelated to labour and employment law.

Employment Law Who’s Who


appreciate the firm’s competitive rates when compared to other leading firms and our down to earth and practical advice.

Doyle Clayton Doyle Clayton is the largest specialist employment law firm in the UK. The firm’s dedicated employment lawyers operate from offices in London (London City, London Mayfair and Canary Wharf) and the Thames Valley (Reading) providing advice and support to businesses and individuals across the country. Founded in 1997, Doyle Clayton specialise exclusively in all aspects of employment law and work principally advising senior executives and corporate clients, including many PLCs and household names. Clients

Peter Doyle Senior Partner Tel: +44 (0) 20 7329 9090

USA Clifford & Garde, LLP Clifford & Garde, LLP is a national, highly-rated employment law firm based in Washington, D.C. The firm aggressively and competently represents both employees and employers in all aspects of employment law. In addition to serving as litigators, consultants, and mediators, the firm also trains employers to avoid the cost and distraction of whistleblower and other retaliation claims by properly investigating employee concerns as they arise. Its employment lawyers counsel individuals,

The firm advises on the full range of employment issues from non-contentious matters to Tribunal and High Court disputes. Advice is also routinely given on ad hoc employment law questions and business immigration matters, as well as providing corporate support in relation to more complex employment law issues, such as TUPE. Doyle Clayton’s policy is to recruit specialist employment lawyers from other leading law firms and to ensure the team has skills in all specialist areas. Many of the firm’s senior lawyers, for example, have extensive experience in advocacy and the firm provides its own Tribunal and Employment Appeal Tribunal advocacy in the majority of situations. This enables the firm’s lawyers to follow the matter through to the end result, and reduces the cost to its clients of transferring matters to outside Counsel. Several of the firm’s lawyers also have experience of working in-house and therefore the ability to provide commercially sound advice with this perspective in mind.

Peter Doyle Peter Doyle is recognised as one of the UK’s leading employment lawyers and is “praised for his pragmatic advice” in the Chambers legal directory. He co-founded Doyle Clayton in 1997 and, as Senior Partner, has overseen the growth of the firm into one of the UK’s leading employment law practices, building an enviable and loyal base of both corporate and individual clients for whom he has acted across the full range of employment law matters. In 2013 Mr Doyle’s achievements in his field were recognised by two further legal directories, the Thomson Reuters directory Super Lawyers 2013 and the Who’s Who of Management Labour and Employment Lawyers 2013 as an expert leader.

Doyle Clayton is highly rated in both the Chambers and Legal 500 directories of

Mr Doyle has over 25 years’ experience and focuses in particular on executive terminations and disputes, bonus related issues, TUPE and business reorganisations, team move and restrictive covenant disputes, arbitration and partnership disputes.

entrepreneurs, and small to medium-sized businesses in how to comply with federal and state regulations and to protect their interests in the most challenging and complex disputes.

to her litigation practice, she provides training, consulting, and mediation services to corporate and government entities facing complex employment problems, domestically and abroad.

Clifford & Garde has successfully represented individuals and corporations, plaintiffs and defendants, and employees and employers in a vast array of civil litigation matters, especially employment disputes. In addition, the firm has mediated a range of conflicts. Even more importantly, it can help prevent such clashes in the first place by assessing work environments for potential problems and educating managers in how to handle employee concerns effectively and in compliance with employee protection laws.

In particular, Ms Garde helps employers develop and manage “employee concern” programs and investigate employee allegations. She also has extensive experience conducting independent investigations of misconduct and mediating complex employment disputes.

The firm’s attorneys practise mainly in federal courts, but also represent clients in state courts and before federal and state administrative agencies and arbitration panels. While the firm has a strong philosophical commitment to helping its clients avoid litigation whenever possible, it also has the expertise and temperament to press its clients’ cases in court and prevail. Billie P. Garde Partner Tel: +1 202-280-6116

leading UK law firms. The firm can provide advice across the UK, including Scotland, and have strong alliances throughout Europe. Whilst usually acting alone, the firm also has experience of working alongside other law firms on particular matters where required by its clients.

Ms Garde was a principal member of an NRC-mandated independent oversight team assessing the safety culture and work environment of a nuclear power plant, and has provided similar services to several other companies in regulated industries. She later worked for the Government Accountability Project and Trial Lawyers for Public Justice for several years before going into private practice. Ms Garde is a Martindale-Hubbell AVRated attorney.

Billie P. Garde

Bar Admissions: Wisconsin, 1986; Texas, 1992; District of Columbia, 1997; U.S. Court of Appeals District of Columbia Circuit, 1988; U.S. Court of Appeals 7th Circuit, 1991.

Billie P. Garde, a trial lawyer specialising in employment law, has earned a reputation for representing employees in whistleblower retaliation and discrimination before federal and state agencies. In addition

Education: J.D., Antioch School of Law, Washington, D.C., 1986; M.A., Northeastern Oklahoma State University, Tahlequah, OK, 1980; B.A., Northeastern Oklahoma State University, Tahlequah, OK, 1978. October 2016 Corporate INTL


Tax Who’s Who

Tax Who’s Who

Keeping abreast of today’s increasingly complex tax, auditing, and accounting regimes, plus a growing trend towards globalisation means that obtaining the right strategic tax advice is now more important than ever. The purpose of taxes is to raise revenue to fund government. Money provided by taxation has been used by states and their functional equivalents throughout history to carry out many functions. Some of these include expenditures on economic infrastructure (roads, public transportation, sanitation, legal systems, public safety, education, health care systems), military, scientific research, culture and the arts, public works, distribution, data collection and dissemination, public insurance, and the operation of government itself. The government’s ability to raise taxes is known as fiscal capacity. When expenditures exceed tax revenue, a government accumulates debt. A portion of taxes may be used to service past debts. Governments also use taxes to fund welfare and public services. These services can include education systems, pensions for the elderly, unemployment benefits, and public transportation. Energy, water and waste management systems are also common public utilities. The key objective in effective corporate tax planning is to identify the main factors in an organisation’s structure that dictate the opportunities for tax efficiencies. Once identified, corporate tax and accountancy professionals can devise and implement tailored strategies for the business or a particular transaction. From a corporate tax perspective, the success of any transaction rests on the close working relationships that are established between the company and their corporate tax adviser. Nurturing these professional relationships ensures that tax issues are raised and subsequently solved by specialists at the earliest stages of any transaction, when it matters most in structuring the deal. In addition to this, it is crucial to ensure that overall structure after completion of the deal ensures tax efficiency moving forward. When companies acquire a corporate entity, dispose of a noncore business or go into a merger, it is imperative to manage the tax risk by conducting thorough due diligence, in order to provide a detailed review and analysis – of both their own tax position, and also that of the target company. This should comprise an analysis of tax compliance, tax contingencies and aggressive positions, transfer pricing, identification of risk areas and future tax planning and opportunities.

Reaping the Benefits Overseas Companies today are increasingly realising the financial benefits of establishing operations outside their own country. As a result, more and more companies are setting up a foreign/offshore holding company for tax purposes. However, there are some key issues that need to be taken into consideration in order to fully reap the benefits of the myriad tax incentives in different jurisdictions. A Double Taxation Agreement (DTA) is a convention between two countries that aims to eliminate the double taxation of income or gains arising in one territory and paid to residents of another territory. They work by dividing the tax rights each country claims by its domestic laws over the same income and gains. More than 1,300 DTAs currently exist worldwide. By operating a business through an offshore company in a low or no tax jurisdiction it is possible to minimise taxation exposure whilst maximising profits. The primary benefits of offshore companies vary from country to country in terms of administration; however, most jurisdictions make it relatively simple to set up and maintain companies. In addition to this, offshore jurisdictions tend not to impose ‘thin capitalisation’ rules on companies, allowing them to be formed with a purely nominal equity investment. Armed with a deep knowledge of different tax structures and corporate tax rates that are applicable in different jurisdictions, the services of experienced accountants and corporate tax professionals is crucial in planning tax efficient corporate structures, both locally and overseas. IBA The IBA’s widely respected and very active Taxes Committee offers its members access to the highest quality technical, practical and professional tax expertise to assist in understanding and finding solutions to international tax issues and concerns. It also encourages interface between international tax specialists and promotes the building of networks among tax lawyers worldwide to assist them in better serving the interests of their clients. The committee is divided informally into four practice group areas: Income Taxes, Other Taxes, Tax Litigation and Employee Benefits. Members are encouraged to contribute to the committee newsletter which is published two to three times per year and to present papers at committee conferences and seminars. The committee also offers tax executives a forum, in its Tax Executives group, to exchange expertise and skills with their colleagues in industry on topics of special interest.

Key Contacts: Alain Ranger Chair – International Bar Association Taxes Committee


October 2016 Corporate INTL

Ewout van Asbec Chair – International Bar Association Taxes Committee

Belgium Vanbelle Jo Vanbelle commenced his career as a specialised lawyer in company and (international) tax law in 1995, directly after obtaining his Master of Laws degree with cum laude from Louvain University (LLM, K.U. Leuven). His own law firm, which he successfully founded in 1999, is best classified as a highly specialised boutique-style law firm: every case and everyone is unique and should be treated with the highest level of professionalism!

Jo Vanbelle Managing Partner Tel: +32 (0)2 431 64 00 Fax: +32 (0)2 431 64 01

Bulgaria Simbula Ltd. Simbula is a specialised accounting and tax consultancy company located in Bulgaria. The firm is a high-quality tax advice boutique, providing services to corporates and individuals. “We have a team of highly experienced specialists, who deeply understand the Bulgarian tax landscape and are ready to support and guide the customer through any tax related matter,” said Jivko Ivanov, managing partner. Simbula specialises, inter alia, in: domestic and international tax planning;

Jivko Ivanov Managing Partner Tel: +359 884 572 775

Mr Vanbelle has published books, over 30 essays and many more court case reviews on specific legal topics related to real estate, company law, and contracts, financial and banking law – some of which are still used as references within the profession. He was also editor-in-chief of several prestigious law reviews and a member of the European Association for Banking and Financial Law. To date he has been serving as professor of law and lecturer at seminars and trainings for the Brussels Bar Association, several international private banks, insurance and audit companies – activities he started in 1990. Since 2006 he has been appointed by the Belgian King as a deputy judge at several Brussels courts and therefore has a complete overview of law-in-action both as a lawyer and a judge, an experience of which his clients still benefit like nowhere else. Vanbelle Law offers highly specialised advice, assistance and solutions for the professional market covering both (inter) national companies and enterprises wishing to establish, merge, acquire or improve their business in Belgium or elsewhere in Europe, or wanting to obtain tax and company advices, audit or assistance during court proceedings, rulings or (inter)national tax planning operations.

corporate and commercial tax matters; identification and management of direct or indirect tax liability; tax optimisation of company activities and specific transactions; avoidance of double taxation; and taxation aspects of M&A. The firm is a member of International Tax Specialist Group (ITSG). Discussing Bulgaria’s corporate tax regime, Mr Ivanov noted that it has the lowest tax rate in the EU. He highlighted that its general tax rate is 10% flat, which is applicable both for corporates and individuals. The tax rate for distributing dividends is generally 0%, if the dividend is distributed to a company and 5% if the dividend is distributed to an individual. “Bulgaria also has a traditionally well-developed system of double taxation treaties, which provides certainty for the foreign investors,” he elaborated. “Currently we do not have exit taxation. Our tax law also does not include CFC rules. “Although certain steps in direction disclosure of beneficial owners of foreign corporations, held by Bulgarian person were made, these still do not have any direct tax result. Like all the countries in EU we are facing changes, connected to the OECD BEPS project, which are expected to be implemented in Bulgaria after 2020.” The tax regime in Bulgaria is designed to attract foreign investors, however

The firm also offers similar services to high-net-worth individuals or families in their quest for solutions or improvements regarding their assets and wealth, both privately held as through their companies or other legal structures. The team consists of several (internal and external) highly qualified, trained and experienced lawyers, mostly with an additional degree in tax or company law, and several paralegals. Given its boutique size and solid partnerships, the firm excels in offering efficient, detailed and personalised services covering Belgium and EU member states, within the legal field as well as in accounting, audit, financial analysis, real estate, notary issues, banking and insurance. Vanbelle Law is located on the prestigious Avenue Louise in Brussels, from where all core services of the firm and its partners operate. Thanks to a solid network association with “Navas & Cusi Abogados”, the firm also covers similar operations with a group of over thirty lawyers in Madrid, Barcelona and Marbella (Spain).

Mr Ivanov noted that this is not widely advertised. The country is seeing stable interest from investors from all Western European countries, particularly Germany, and in recent years many Greek companies are also looking to move their operations to Bulgaria. Mr Ivanov stated that the major difficulty associated with the Bulgarian tax system is the time needed to comply with the requirements of the local tax authority, which results in a higher than expected flat tax regime compliance cost. “We at Simbula invest in training our staff and developing own data models, which allow us shorten the time to comply and thus reduce the compliance costs of our customers,” he added. Looking ahead, My Ivanov highlighted a tax legislation change for Bulgaria resulting from the BEPS project. The change will be implemented through the new EU Directive laying down rules against tax avoidance practices that directly affect the functioning of the internal market, which is currently in discussion phase. “The main changes to come to Bulgaria, based on the current proposal for a directive are implementation of exit taxation and CFC rules. If these will be implemented locally and in what form depends very much on the final version of the Directive. The changes are to come after 2020,” he concluded. October 2016 Corporate INTL


Tax Who’s Who

Cyprus Der Arakelian-Merheje LLC Located in Nicosia Cyprus, our boutique law firm was established in 1997 by Nairy Merheje to provide legal and tax planning services to a wide portfolio of international clients. We pride ourselves in offering efficient, professional and personalised services with bespoke international structured planning adapted to the needs of each individual client. Our aim is to relieve our clients of the time consuming searches involved in setting up a business in a multinational environment. To this end we have a wide international network of lawyers and tax consultants with whom we are personally acquainted and maintain close professional ties with.

Der Arakelian-Merheje LLC

Nairy Merheje Founder Tel: +357 22313339

Russia Schekin and Partners, LLC Schekin & Partners specialises in tax, commercial and corporate law and various types of litigation. The firm provides legal advice to leading Russian and multinational companies in oil and gas, metals, food products, automotive, construction, transportation, IT, banking, wholesale and retail and other industries.

Our firm client portfolio and experience includes multinational cross border transactions, mergers and acquisitions, structuring holding companies with subsidiaries all over the world with a wide span of activities. International joint venture projects involvement over the last twenty years includes legal and cross border transactions advice to IP, marketing, mining, real estate, shipping/ship management/ship owning companies, water processors/bottlers, healthcare/health supplements producers, oil and gas drilling as well as ancillary products and services groups, as well as to international groups involved in several other trading/services areas worldwide. The underlying principle of the firm is to offer clients as personalised and tailor– made a service as possible. Our staff combines more than 25 years’ experience in the fields of corporate, commercial, estate planning, employment law and international tax planning with an emphasis on personalised one-stop shop solutions. The most recent developments in Cyprus tax legislation have made it quite competitive in the market for those seeking to move residence as well as business base. Foreigners are now responding to the new citizenship scheme which allows smooth transition from current to new place of residence as applications which are properly drawn up and filed secure citizenship and passports within three months.

Schekin & Partners provides superior services with depth of knowledge and wealth of experience, particularly in litigation. The firm wins precedentsetting cases for its clients and helps them navigate the constantly evolving legal landscape. The team of Schekin & Partners follows a rigorous programme of professional study, reading all key publications on tax and civil law and all available court rulings and official guidance. The firm leverages its established connections with leading academics at the Lomonosov Moscow State University Faculty of Law and other universities to obtain expert commentary on the most complex problems relating to any branch of law. Partners

Denis Schekin Managing Partner Tel: +7 495 984 63 01 56

October 2016 Corporate INTL

Denis Schekin is the managing partner of Schekin & Partners. According to internationally recognised sources such as The Legal 500, Chambers Europe, The Best Lawyers, Tax Directors Handbook, and The European Legal Experts, Mr Schekin has ranked in Russia’s top 20 tax law professionals since 2009. Elena Bogdanova (partner) focuses on audits of financial statements and tax reports. She provides services to

The scheme has succeeded in attracting quite a number of reputable solid well established international businessmen and their families. The fact that they have chosen to invest and in most cases settle on the island demonstrates confidence and trust in the future of Cyprus. Furthermore, Cyprus as an EU Member is fully compliant with all relevant EU Directives and its location on the crossroads between Eastern and Western Europe as well legislation based on English Common Law, a user friendly taxation regime, a well-developed double tax treaty network and well established infrastructure with the availability of efficient high level professionals has led to its popularity in the international business community. Our firm provides the full range of legal services related to the application for the securing of citizenship including: • Legal advice and assessment on each case • Preparation of application forms for certificate of citizenship • Preparation of application forms for passport and ID issuance Submission of above applications to the Ministry of Interior, Civil Registry and Migration Department, enclosing all the documents required as specified in the “Scheme for Naturalization of Investors in Cyprus by Exception on the basis of subsection (2) of section 111A of the Civil Registry Laws of 2002-2013” and follow up with Migration Department

companies in areas such as accounting, tax, financial analysis, transfer pricing and accounting methodology for financial reporting and tax purposes. Roman Serb-Serbin (partner) focuses on protecting the interests of Russian and foreign companies in and out of court, corporate disputes, bankruptcy, recognition and enforcement of foreign court decisions and arbitral awards, commercial and corporate law. Areas of practice Possessing excellent professional command, the firm provides full legal support in tax controversies of any complexity, including disputes relating to VAT refunds, foreign company tax and tax exemptions. One of the priority areas of the firm’s activity is tax consulting and tax litigation including the field of transfer pricing, accounting and taxation management, tax risk evaluation and audit. The civil law practice of the firm is represented by team of professionals having vast experience in bankruptcy issues, corporate law, commercial law, real estate, dispute resolution and enforcement proceedings.

Tax Who’s Who

Slovenia TaxSlovenia / GOBBS d.o.o. According to Mateja Babič, founder and managing partner at TaxSlovenia/ GOBBS d.o.o. in Ljubljana, the Slovene business environment remains challenging, but the current Slovene tax policy is comparatively attractive. The team of TaxSlovenia primarily serves international medium and small-size business clients, as well as individuals, in English as well as German. Professional advice at reasonable prices is the guiding motto of TaxSlovenia’s business practice.

Ms Mateja Babič Managing Partner Tel: +386 40 509 499

Uganda Birungyi, Barata & Associates Cephas Kagyenda Birungyi is an advocate of the High court. He is a graduate of the University of Makerere and holds post-graduate qualifications from various institutions in the UK, Sri-Lanka and South Africa. He has distinguished himself as a tax consultant. He represented Uganda Revenue Authority (URA) in the Parliamentary Committee of Finance and advised on the drafting of the Income Tax Act 1997 of Uganda. He represented the Uganda Revenue Authority in drafting the Tax Appeals Tribunal Act.

Cephas Kagyenda Birungyi Managing Partner Tel: +256 772 444 536, +256 414 348 669 cbirungyi@;;

As one of the smallest EU countries, Slovenia is known for its natural beauty more than its status as an attractive tax location. However, at 17% its corporate tax rate is almost one-third lower than its four neighbouring countries: Austria, Italy, Hungary and Croatia. Its highly educated workforce – combined with recent changes in tax law, which allow a corporation with up to 100.000 EUR annual turnover and one full-time employee to have a definite annual corporate income tax rate of 3.4% – has led many IT and other intellectual companies to establish their subsidiaries domestically. Moreover, as an EU country, Slovenia is entitled to use EU Directives – and also has a vast range of its own tax treaties. Drawing on 17 years’ professional experience in company incorporation, Ms Babič noted: “We support international clients exploring Slovenia as their future business destination from: incorporation; suggesting legal forms; and preparing full documentation, including the opening of a bank account in Slovenia or abroad. The next immediate steps are the VAT registration, labour contracts and possible rent contracts. Together with our in-

Mr Birungyi worked in various capacities with the Uganda Revenue Authority. He headed the Quality Assurance Section of the Income Tax Department for six years and was the chairman of the Quality Assurance Committee of the East African Revenue Authorities Technical Committee. He was counsel for URA on several matters before the Tax Appeals Tribunal. Before his resignation he was Deputy Commissioner of Domestic Direct Taxes. He is currently a member of the Investment Committee of the Uganda Law Society. Mr Birungyi is a distinguished legal and tax consultant and has carried out a number of consultancy assignments within Uganda for various ministries and government bodies and outside Uganda for the EAC, GIZ, IFC and the World Bank. He has also represented companies like Meera Investments Ltd; Warid Telecom (U) Ltd; Tembo Steels Ltd; Speke Hotels, NH&CC Ltd, various banks such as Crane Bank (U) Ltd and Bank of Baroda and DFCU Bank among others. He has conducted a number of tax advisory consultancies for companies such as BMO Nesbitt Burns Inc. and Fraser Milner Casgrain LLP; Thorsteinssons LLP; FINCA IT Services Ltd; Uganda Communications Commission; Golden Leaves and Resorts Ltd and Sheraton Kampala Hotel; Uganda Development Bank Ltd; China Chongqing International Construction.

house accounting company, we also offer accounting and payroll services.” She continued: “For a foreign company, the sole fear upon entering the market is not having a reliable partner, who would provide the newcomers with all possible information required for sound business decisions. We therefore strive towards personal meetings and brain-storming solutions with clients before initiating certain procedures.” In addition, the firm assists clients in corporate tax matters, primarily providing tax advice or obtaining rulings from the competent tax authorities in corporate or personal income law, VAT and tax procedural law. “TaxSlovenia is a much-respected business adviser, serving as a supporting tax and legal advisory partner to international M&A projects that include one or more Slovene subsidiaries,” concluded Ms Babič. “We commonly deal with cross-border VAT issues – and provide a reliable tax compliance services in Slovenia.”

Mr Birungyi has some publications such as the Tax Compendium and he has made a number of presentations to the ICPAU, CATA (New Delhi, Cape Town and Kuala Lumpur), DANIDA, World Bank and the International Bar Association. He is a member of the Uganda Law Society and of the public sector audit and the legislative committees of the Uganda Law Society. He is also a member of the International Bar Association representing Africa on fiscal affairs subcommittee. He is a member of the Institute of Corporate Governance, the Institute of Taxation and the International Bar Association and sits on the Walter Reed Board of Directors. Mr Birungyi is also presently serving as the vice chancellor of the Kigezi Diocesan Synod. The countries of experience include the EAC member States, Zambia, Liberia, and Bauchi State of Nigeria. He holds a Bachelor’s degree in Law from Makerere University and post-graduate qualifications from various institutions in the UK, SriLanka and South Africa. Membership in Professional Societies: • Uganda Law Society • Finance Committee Uganda Law Society • East Africa Law Society • Institute of Corporate Governance • Institute of Taxation • International Bar Association October 2016 Corporate INTL


The Importance of Networking - AEA


October 2016 Corporate INTL

The AEA is an international network of offices situated all over the world. The AEA covers all the 193 countries that are in the United Nations plus Taiwan, Kosovo and Palestine. No other lawyer network covers so many countries. The second, the International Bar Association, covers 125 countries and the third, UIA - Union Internationale des Avocats, covers 110. “The AEA has the most prestigious and important offices in each country within its group along with the best professionals,” said Pedro Beltran Gamir, president. “The network was founded in the European Union and with time has been growing and expanding to a more global scale, starting with the European countries that were not part of to the European Union and then expanding to countries in America, Asia and Africa.”

International Congresses

In most of the countries all the larger cities have AEA offices, and some cities have more than one. The offices were chosen rigorously following the criteria the AEA require: professionalism, competence and effectiveness of each professional chosen.

4. Berlin – May 2009

The AEA network includes large law firms, medium size offices (5 to 15 lawyers) and even smaller firms as it covers not only the capitals but also other towns in several countries. The AEA is the external network of LEGALITAS, a large service company with 10 million clients. The AEA offices deal with the cases of LEGALITAS around the world. The trademark and logo AEA is registered in the EUIPO, before called OHIM, the European trademark office. The organisation has registered the trademark AEA, Asociación Europea de Abogados (Association of European Attorneys) since 2004 and the trademark AEA INTERNATIONAL LAWYERS NETWORK. The AEA has two groups on Facebook: Asociación Europea de Abogados with 12888 members and AEA International Lawyers Network with 3806 members. The AEA Headquarters also has a page on Facebook with 126,000 fans. Members There are two categories of AEA members: full members and associate members. Full Members are listed in an exclusive section of the AEA website, including a photo and short biography. The fee for Full Members is €200 per year, which gives the following advantages: • listing in the first place of its country • appearing on the AEA website with a photo and description of its services • AEA will resend publicity for the firm to all members of the network • world-wide recommendation by the AEA headquarters • attendance at congresses with no fee – attendance is reserved only for Full Members Associate Members are listed in a separate section of the website without text or images. The fee for Associate Members is €40 per year.

The AEA has held 12 international congresses: 1. Madrid – September 2005 2. Paris – October 2006 3. Madrid – May 2008 5. Rome – May 2010 6. Istanbul – June 2011 7. St Petersburg – May 2012 8. Mexico – May 2013 9. Amsterdam – October 2013 10. Athens – May 2014 11. Lisbon – May 2015 12. Cyprus – May 2016 The thirtieth congress will take place in Prague on the 1st and 2nd of June 2017. The focus is marketing for lawyers and how to get new clients. Advantages of Membership Mr Beltran stated that, in a world that is globalising by the hour, the objective of the association is to offer services on a global scale. As a result, companies can count on a network of lawyers that performs in coordination with consistent guidelines, all of them English-speaking. “That’s why, if a company has business in several countries, the AEA offers them the advantage of not having to commit to the task of searching for diverse lawyers, and also allows them the celebration of one agreement that grants them coverage in all the world,” he said. The members of the association have an electronic forum through e-mail that allows them to share relevant judicial information, keep up to date with the legislation and jurisprudence news in their respective countries and to have a ready colleague always at the other end of the line to help them solve any doubts on legislation matters of another country. “Another advantage is that the net is integrated by mediumsized offices, avoiding the mistakes which the big multinational offices incur. The clients always get a personalised treatment, the responsibility in the matter is clearly stated, therefore is not diffuse, and the client is always in knowledge of whom he has to talk to. “Personal acquaintance between the different members of the association is also very important in order to develop efficient professional relationships and give a better service to the clients,” he concluded. Those interested in joining the AEA can request membership by emailing

AEA INTERNATIONAL LAWYERS NETWORK Pedro Beltran Gamir President Tel: +34965986540 October 2016 Corporate INTL


The Importance of Networking – AEA



Ashunchong and Partners Law Firm Ashunchong Paul Tanyi Ako Managing Partner Tel: +237 678 66 26 99 / 695 88 83 86

Azimuddin Law Associates

Ashunchong Paul Tanyi Ako is the managing partner of Ashunchong and Partners Law Firm. He obtained an LLB (Hons) degree in 2005, a post graduate diploma in 2006 and a BL in 2010 from the council of legal education at Sierra Leone Law School.

Azimuddin Law Associates was founded in 1958 and is one of the oldest Pakistani law firms. The firm offers a wide range of legal services in many areas of business and assists both Pakistani and foreign companies.

Created in the 1950s by Maître Viguier, followed by Maître Marrianne, Cabinet d’Avocats Fernand Carle (Fernand CARLE Law Firm) has existed since 1971. Member of the International Union of Lawyers, Fernand CARLE Law firm has activities in Congo - Brazzaville and represents its clients on the international legal scene.

For the years of practice the attorneys of Azimuddin Law Associates have been conferred numerous awards and its partners, Associates and Advocate’s have authored a number of law books on important issues. The firm throughout has been among the top Pakistani law firms according to The Pakistan Bar Council’s Journal’s annual surveys. Based in Pakistan, the firm has offices in Karachi, Islamabad and Lahore

Fernand CARLE Law Firm is the legal consultant of the Consulate-General of France in Pointe-Noire. The firm appears in the reference columns of the “Chambers Global, the world’s Leading Lawyers” and the “International Correspondence Lawyers”.

Ashunchong and Partners Law Firm is a multinational law firm based in Douala, the economic capital of Cameroon. The firm was created in 2010 when a group of attorneys with the same vision and objectives merged to pursue a common goal: clients’ satisfaction. It is a full service firm and provides time bound legal services to foreign and home based clients with the toughest legal issues. Ashunchong and Partners Law Firm is a bijural law firm – it handles legal issues is both English and French respectively – and has six attorneys and one associate. All the attorneys in the firm are seasoned and trained attorneys from the reputed Nigeria Law School and Sierra Leone Law School respectively. The firm’s major areas of practice includes: maritime and shipping law; corporate and commercial law; debt recoveries; due diligence; commercial litigation investment law; divorce; labour law; immigration; adoption law; natural resources; mergers and acquisitions; customs law; adoption law; and IP. It incorporates all kinds of companies in Cameroon and advises them on the OHADA Laws, governing businesses in about 16 African countries. The firm has worked with major companies including Cashman Equipment Corp. in New York on maritime issues, Boluda, Bush Marine, NGA Marine and other companies such as Kabelwerg Eupen, Steward Intersea, Volva, Hockley etc. The firm is a member of the following professional associations: • AEA, Association of European Lawyers • International Law Firms, ILF • The British Chamber of Commerce • International Law Offices • Cameroon bar Association • International Bar Association 60


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Azimuddin Choudhary Founder Tel: +92-21 34327747

The firm deals with all aspects of domestic and international law. It advises and provides assistance and legal opinions on various aspects of business activities ranging from the registration of companies and their winding up, providing counselling to investment projects, handling litigation and arbitration, advising on marine and aviation insurance and participation at bankruptcy proceedings. The firm has offices in the cities of Karachi, Lahore, and Islamabad. Its attorneys and advocate are actively involved both in law practice and research activities. That gives them the ability to maintain high professional standards in the rapidly developing legal environment around the globe and they are ready to solve the most complex problems. The firm is a member of ASIL which is the world’s largest international network of international law firms having members in all countries of the world Azimuddin Choudhary, advocate Supreme Court, obtained his Law Degree (L.L.B) from Punjab University in 1958, and after obtaining his license from the West Pakistan Bar Council, he established the law firm in 1958. He has a wide experience of about 50 years of handling all types of litigation including civil, criminal, constitutional, families laws, land settlement and agricultural laws. He argued the renowned case of Khariti v. Border Allotment Committee (PLD 1970 S.C) before the Supreme Court of Pakistan. It was an important case for the restoration of property rights of an individual which had been taken over by a Martial Law Authorities. He is the brain behind the law firm. He continues to plead important cases before the Supreme Court of Pakistan.

Cabinet d’Avocats Fernand Carle Fernand Carle Partner Tel: +242 559 9684

Today with seven lawyers and three associates, it is one of Congo’s most significant law firms with a network of correspondents worldwide. Although Fernand Carle’s first vocation was to litigation, he quickly specialised in commercial, maritime and international law. The firm’s clients primarily consist of national state entities, local corporate clients, multinationals, banks and international organisations. Because of its network of correspondents established throughout the years, Fernand CARLE Law Firm has an international presence which ensures effective representation of the firm’s clients worldwide. The core of the firm’s activities in Congo Brazzaville is devoted to multinational companies especially those in the oil, gas and forestry sectors. The firm has also intervened on behalf of the National Committee for privatisation, for which the firm managed the ceding of national companies in the water, electricity, telecommunications, transport, forestry and hotel management sectors. Fernand CARLE Law Firm consists of five lawyers, five associates, a significant administrative staff and a secretariat. Sector undertaken: • Oil and Gas law • Maritime law • Forestry law • Mines law • Tax law • Commercial Law • Economic law • Business criminal law • Labour law • Patent and intellectual property law • Real-estate law • Banking law • Law on the prevention of unpaid debts and recovery procedures • Corporate Bankruptcy law • Law on measures of execution • Law of securities • Insurances law • Professional civil liability law • Public and administrative law • Transport law • International and Community law • Law on the amicable settlement of the litigation and arbitration • Assistance, information and training of corporate leaders

The Importance of Networking – AEA

Singapore Ella Cheong LLC Soh Kar Liang Managing Director Tel: +65 66925500

Ella Cheong LLC is a law firm that specialises in intellectual property (IP) in the region. “We protect the fruits of creativity with effective solutions to meet diverse needs,” said Soh Kar Liang, managing director. Apart from its regional IP practice focusing on Southeast Asia and South Asia, Ella Cheong LLC provides a comprehensive scope of legal services, including IP commercialisation, enforcement and strategy development. The firm’s professionals are experienced in delivering effective solutions, involving IP across a broad spectrum of industries, to a wide range of setups: individuals, small to medium-sized businesses and multinational corporations alike. “We embody a track record of providing strategic business advice and addressing complex legal issues,” continued Mr Soh. “Our attorneys have a wealth of knowledge and experience in all aspects of domestic and international intellectual property. Our extensive legal and industry experience allows us to move swiftly in finding the right strategy for our clients’ businesses.” The firm recently welcomed two new lawyers (previously practice trainees): Tan Yi Xin and Ching Pu Fang. It now has 11 lawyers amongst its professional staff. “From initial contact with our firm to completion of a matter, our clients will find a team recognised for delivering exceptional leadership, client service, and value,” said Mr Soh. “The insight and clarity offered by our dynamic team help clients navigate risks, regulatory issues and the diverse challenges of a competitive marketplace – in the boardroom or the courtroom.” Ella Cheong LLC’s most recent success was a trade mark opposition case in Singapore which was reported in the local press (The Straits Times): Pets Global Pte Ltd v B2K Pet Products Pte Ltd - [2016] SGIPOS 03. For further information, please see: •



Law Office Gorjup Attorney at Law Vesna Gorjup Zupančič Office Manager Tel: +386 2 23 44 780


Law Office Gorjup is a medium size law office in Slovenia and one of the largest in the region. It was established by attorney at law Ivan Gorjup in 1991 and is today led by his daughter attorney at law Vesna Gorjup Zupančič who currently works with six other attorneys at law.

THEOCHARIDOU K. KALYPSO & ASSOCIATES LLC, a Cyprus-based boutique law firm located in Nicosia, is a progressive cooperation comprised of a team of dynamic and highly specialised advocates.

The firm’s attorneys at law are specialised in: commercial law; civil law; criminal law; labour law and social security law; administrative law and European Union Law; bankruptcy law; corporate law; and debt recovery procedures. It can accept clients in Slovene, English, German, Serbian and Croatian language. “The attorney’s mission is not to judge people, but the commitment to make those judging aware of the human and personal side of the individual in question, the reasons and circumstances that precipitated the violation of the social standards, as in the end, the only person to rely upon is the individual’s defender, and possibly his close family,” said Ms Gorjup Zupančič. “Our job is to make sure the other side of the story is also heard.” Ms Gorjup Zupančič described the firm as dedicated, resourceful and hardworking legal professionals who are committed to providing a wide range of legal services that exceed its clients expectations in terms of their high quality, usefulness and affordability. “We are one of the largest law offices in the region, but are still small enough that we are able to maintain a genuine relationships with our clients and don’t treat them just as numbers but as individuals who are in need of legal help,” she explained. “Because every lawyer in our office is specialised in different areas of law, we always tend to work together to find the best possible solution for the present case.” As a result of its AEA membership, the firm has been contacted by new clients from the entire globe, to which it gladly provide legal services. It is also connecting with other members of the AEA in order to exchange knowledge of different legal environments and all relevant business issues.


“This year we accomplished all goals which were set. We had an increased number of clients from abroad, which is a result of connecting in various networks of law firms with which we exchange the professional know-how and legal research on European and international issues.

In conclusion, Mr Soh stated that the firm’s membership with AEA has benefited it as the network’s “events and members’ portal have helped to enhance our exposure to networking opportunities and potential new work.”

“In the future we will continue to strive to meet the interests and fulfil the wishes of our clients, whose satisfaction is the most important and is the greatest indicator of our success,” concluded Ms Gorjup Zupančič.

Theocharides K. Anastasis Partner Tel: +357- 22752040

“So far, we have become known for two particular things: doing great work in the corporate services sector – and all the related industries – and doing things a little differently than many of our co-workers,” said Theocharides K. Anastasis, partner. The firm specialises in: real estate (sale agreements, acquisition of property by foreigners); immigration law (citizenship applications, permanent residence permits); corporate law (formation of companies in Cyprus and abroad); intellectual property (registration and protection of all intellectual property, patent and trademark); litigation; tax law & international tax planning; European Union & competition law; and employment law. “Our team believes in the strong connection between diversity of thought and innovation,” said Mr Anastasi. “Under more precise terms, we are strongly convinced that the most effective organisations are those that don’t simply use their diversity in order to gain legitimacy by their clients, but use their diversity to increase the cultural competence of their workforce.” Through its AEA membership, the firm has managed to strengthen its connections globally and thus foster diversity. Professionals from all over the world manage to share their experiences on a mutual basis of respect and trust. Mr Anastasi stated that 2016 has been a successful year for the firm. “We knew from before that within such a competitive environment, we had to impose somehow, our own philosophy: ‘businesses require diverse and sophisticated legal services’”, he explained. “All in all, we managed to expand our activities overseas, by offering our legal services to Russians, Chinese and Middle East, individual clients.” The firm’s long term goal is to continue its hard work and thus provide its present and future clients with broad-based legal experience, at an affordable fee. “In an attempt to predict the near future, we could promise that we will continue to offer a complete range of legal services to our national and multi-national clients. Furthermore, we may assure everybody that we work hard to provide the legal services and counsel needed by our clients, so as to accomplish their business goals and objectives,” concluded Mr Anastasi. October 2016 Corporate INTL


The Importance of Networking – AEA




Y. GEORGIADES & ASSOCIATES LLC Yiannos Georgiades Advocate & Legal Consultant, European Registered Lawyer Tel: +357 22819292

Zimmermann & Colleagues Gerd A. Zimmermann Senior Partner Tel: +1-480-755-3702 Fax: +1-480-777-7579

Y. GEORGIADES & ASSOCIATES LLC was established in 1992 by Yiannos Georgiades. In addition to its Cyprus office, the firm has offices in London, the United Kingdom and Athens, Greece. “The firm is now a thriving concern,” said Mr Georgiades. “It is essentially international in outlook with approximately three-quarters of the clientele of international origin. It also has a firm foothold in the domestic market, providing an extensive range of legal consultancy services to both Cypriot and multinational clients.” The firm has established a network of legal contacts and associates in many countries around the world. Its main focus is on providing a first-class service to its clients and it has acquired a very good reputation and a wealth of experience across the major practice areas, inter alia: corporate and commercial law; real estate law; corporate law; and dispute resolution and litigation. It also provides specialist services such as legal advice on mergers and acquisitions, collective investment schemes and real estate as well as banking and finance, tax planning, EU law, insolvency, intellectual property, IT law, medical negligence, personal injury and maritime law. Over the years, the firm has grown and developed and now offers the diverse professional skills of qualified lawyers, legal consultants and legal assistants. “These skills and attributes combine to provide flexible and viable solutions to meet the requirements of clients both in Cyprus itself and worldwide,” continued Mr Georgiades. “Our staff can collectively speak a number of different languages, including English, Russian and Greek. “Our firm provides its corporate clients with a ‘one-stop shop’ by offering tax planning consultancy services, legal advice, banking and accounting services as well as a full range of company management services. Apart from this, we can assist our clients in various jurisdictions through our branch offices and associates all over the world.” The firm was selected by AEA to hold and organise the Annual AEA Congress of 2016 in Cyprus. The congress took place between 26th – 28th May 2016 at Capo Bay Hotel, Protaras, Cyprus and attracted over 150 representative attendees from around the world. “The congress was a great success and has resulted in an increase in our cooperation with AEA members, who have provided us with new cases and clients and vice versa,” concluded Mr Georgiades.

Zimmermann & Colleagues is a small office and specialist in international taxes, IRS problems (offshore), joint ventures, share deals (take over), and banking. The firm has substantial experience in the following areas: • Joint Ventures and Investments • Asset Protection including Set Up of Offshore Companies • Set up of New Businesses and Reorganisation • Recovery of Assets • Banking Law • German and European Business Law • International Tax Law – Double Taxation • International Inheritance Law • International Parental Child Custody and Abduction The firm uses computerised office management and modern communication techniques in order to timely serve its clients in a fast and daily changing environment. “Our foremost goal is to cater to the needs of our clients and to be their partner,” said Gerd Zimmermann. “We provide the tools which enable our clients to concentrate on their core business. Wherever our clients want to go, we will accompany them and help them find solutions that minimise risk. We provide a service like the big law firms without the cost. We have a partner office in Germany and over the years build teams of specialist where needed”. Gerd Zimmermann Gerd Zimmermann is a native of Germany. He started his law offices in 1972 and his international practice in 1976. For many years the practice was exclusively orientated in the investment and the tax shelter branch as consultant and trustee. He represented mainly companies in international businesses, real estate ventures, bankruptcy and shareholder rights in public companies. The international aspect of his practice demanded his relocation to the USA in 1988. The first years in the US he focused mainly in the organisation and reorganisation of midsize companies. In addition to this work he uses his skills in international asset protection and in the recovery of assets caused by international bank fraud and investment crimes. In the last few years he recovered millions of dollars for his clients, helped to resolve international inheritances and represented parents for free in cases of child abduction.

October 2016 Corporate INTL

UK Wealth Management Review The Wealth Management Association (WMA) is a trade association that represents 183 member firms and prides itself on working for the private client investment community and their clients. The WMA membership consists of two groups - full members who are wealth management and stockbroking firms that deal directly for the private investor and associate members who provide professional services to WMA member firms. If you buy or sell securities at any time, you are likely to deal with a firm that is a member of the WMA. Today WMA members reach over four million investors, manage in excess of £734 billion of the country’s wealth, carry out over 20 million trades a year and operate in over 580 branches across the UK, Ireland, the Channel Islands and the Isle of Man. Key Developments Liz Field, WMA chief executive, stated that Brexit is one of the most substantial changes in British politics in 43 years. As a result, the changing political landscape is a key area of focus for the WMA. “We have been working non-stop since the Brexit announcement - it has left the community with much to discuss and a series of ‘unknowns’”, she said. “Back in January WMA appeared before the Treasury Select Committee and has submitted evidence to the Treasury last month on what our sector of the UK financial services industry needed the Government to do in order to protect the future market position of firms both inside and outside the EU. Alongside this we have set up an EU Special Interest Group (EUSIG) to work alongside our European and International Board Sub Committee.” Alongside the political turmoil of Brexit, Ms Field noted that this year has also seen a substantial shake up in the pension’s arena with the start of new pension freedoms’ in April 2016. “Alongside this auto-enrolment, the cutting of pension’s tax relief and the discussions about using pensions as ISAs which has impacted our industry and the community have been working on offerings to deal with the changes and opportunities bought about”, she explained. Regulation has continued to be one of the top risks identified by WMA member firms in their Annual Risk Survey, and one of the key pieces of work is currently Markets in Financial Instruments Directive (MiFID) II. “Delays and revisions have led to a lot of confusion and will necessitate huge system changes for our member firms so WMA are writing a definitive guide to the changes for members which is being published on a topic by topic basis”, added Ms Field. Throughout the year the wealth management industry has continued down a path of innovation as technological advancements are made and lead to new expectations of both future and existing clients. The WMA’s recent FinTech conference, titled “Evolution, Not Revolution?” provided an excellent opportunity to come together to discuss these changes. “As well as the obvious opportunities that come with innovation are the downsides of issues of financial crime and we have seen a

The Wealth Management Association Liz Field Chief Executive Tel: +44 (0) 20 7011 9867


October 2016 Corporate INTL

marked rise in the level of cybercrime attacks”, continued Ms Field. “It currently costs the UK financial services industry £52 billion a year”. “WMA is helping the industry deal with this in numerous ways from collaborating closely with key financial crime agencies such as the City of London Police and the National Crime Agency (NCA) to providing dedicated resources, publications, events and a specialised financial crime committee to assist firms in their battle to protect their clients.” Predictions Ms Field highlighted the swelling of pension deficits in the aftermath of Brexit. She anticipates that, as firms struggle to pay their retirees, this may in turn put increased pressure on people’s personal investments, pensions and savings. “The UK and Europe also face a wider pension problem: an aging population will have fewer workers to fund state pensions, which may mean higher taxes for employees”, she elaborated. “Last year, there were four workers for every person aged 65 or more in the European Union. By 2050, there’ll be just two, according to Eurostat estimates.” Objectives for the Next Year In the next twelve months, the WMA will continue to work on behalf of its members with regulators and government by projecting a collective voice. Ms Field believes that this will become even more important as the Brexit conversation develops. “As the reality becomes clearer and plans come into place, WMA will be at the forefront representing our community and their clients”, she commented. “We have already begun discussions with HM Treasury, the Financial Conduct Authority and other financial trade associations.” In addition to this, the WMA will continue with its core objectives, which are: • Advocacy – the WMA is an advocate for the sector with governments, regulators, the media and the wider financial services community, voicing and representing the interests of its members, promoting wealth management and challenging some of the perceptions about the sector. • Influence – the WMA aims to influence policy and decision makers to the benefit of its members and their clients, seeking proportionality and appropriateness, educating about the industry and the unique nature of the retail investment market. • Research and Information – the WMA is an aggregator of research, trends and data about the industry and provides guidance, advice and information to its members and early warning systems on regulatory, market and business issues to help them with their business. • Thought Leadership – the WMA leads the debate on how the industry should and could respond to emerging changes, regulations and business issues. • Facilitation – the WMA facilitates the identification and sharing of good practice, benefiting the membership as a whole to enable them to implement good practice and learn about new thinking.

Albert E Sharp

Blankstone Sington Ltd

Bill Roden, CFA, ASIP Chief Investment Officer Tel: +44 (0) 1789 404968

Ken Conolly, Chief Executive Tel: +44 (0) 151 236 8200

Albert E Sharp is a partnership and dedicates itself to managing investments for wealthy individuals, pension funds, charities, trusts, companies and local government bodies. All of the firm’s partners are highly qualified and they can offer a wealth of experience across a wide range of investment requirements. Albert E Sharp is privately owned and its partners enjoy working in a culture which is forward thinking, but also retains the essence of traditional investment management. The firm has created a working environment which encourages teamwork in terms of investment ideas and experience, and, at the same time, allows every partner to evaluate the options he considers most attractive for each individual client. The firm thinks it is one of the few investment houses to achieve this harmonious balance. The firm’s ethos is to maximise the value of clients’ investment portfolios within their preferred risk profile. It controls the volatility of each portfolio by limiting the exposure to individual securities, asset classes and market sectors. The firm selects securities and constructs portfolios using a disciplined investment process, empowering its highly skilled investment managers (partners) and deploying the best available software tools in the industry. Discretionary Investment Management Discretionary Investment Management allows clients to hand over the day-to-day running of their investment portfolio(s) to one of Albert E Sharp highly experienced partners. The firm spends time evaluating clients’ investment requirements and risk tolerance levels. Once the initial criteria have been set, one of the firm’s partners will recommend and construct a suitable portfolio of investments. Suitability: Private Clients and their families including holders of ISAs, SIPPs. Also Trustees of Charities and other Trust vehicles. Advisory Stockbroking This option is for those wishing to retain more control over their portfolio. Albert E Sharp can advise on the sale and purchase of listed equities, regulated collectives and fixed income securities. Through the firm’s dealing arrangements, it has the ability to trade on most of the global exchanges in multiple currencies. Suitability: Advisory stockbroking is for sophisticated investors with over £1m of investable assets.

Founded in 1976 by former Liverpool Stock Exchange Chairman Michael Blankstone and business partner Reggie Sington, Blankstone Sington Ltd has evolved into a modern and forward thinking investment company, owned by its directors and their families. The firm’s heritage is firmly rooted in managing investments and traditional stockbroking. Its office in Walker House sits in Exchange Flags, near the original location of the Liverpool Stock Exchange at the heart of the burgeoning Liverpool business district. The firm is proud to remain independently owned, meaning its focus is solely on delivering an unrivalled personal service to clients. Blankstone Sington’s highly experienced and qualified investment team strive to provide the highest levels of service to its clients. By exercising sound stewardship of clients’ savings and investments, the firm prides itself on developing relationships that endure through time. The firm’s investment professionals are all members of the Chartered Institute for Securities & Investment (CISI), a professional body for those who work in the securities and investment industry in the UK, so you can be sure you are well served. Financial markets are fast moving and clients, quite rightly, demand high levels of transparency. As well as the firm’s investment personnel, it has significantly invested in the latest IT systems and financial analytical software, ensuring that it is ably equipped to analyse and capitalise upon market opportunities and communicate in an effective, personal and timely manner with clients. In a world generally becoming ever more short-term in its nature, Blankstone Sington prefer to take a longer-term view. This helps the firm to look through the ‘noise’, or short-term gyrations of markets, allowing it to see the bigger picture and identify overlooked or out of favour investments that deliver value to the patient investor. The investment industry can be complex, but Blankstone Sington’s aim is making investment simple. Services Understanding that no two clients have the same outlook, attitude to risk or indeed objectives, Blankstone Sington take the time to establish each client’s requirements. The firm discusses investment strategies and develop portfolios that aim to meet specific financial targets.

The firm’s investment services range from full discretionary management through to execution only share dealing. It also offers a number of additional services which can be undertaken using any of the core investment service levels. Unlike other investment management companies there is no minimum investment amount, although for smaller portfolios some of its services will be better suited than others. Blankstone Sington’s investment advice is categorised by the Financial Conduct Authority as restricted advice because it does not advise on life policies or pension schemes. Investment Process Blankstone Sington’s centralised investment process provides a consistent framework to guide its investment managers, yet is flexible enough to consider its clients’ personal circumstances. The firm provides a comprehensive ‘inhouse’ investment management service covering research, portfolio construction, trading and administration. Each function is controlled by the firm, ensuring it is responsible for delivering the high-level professional service expected by clients. At the core of Blankstone Sington’s service is its research department, which aims to identify undervalued investment opportunities or those that offer growth at a reasonable price; a dual strategy the firm believes serves investors well over the medium to long-term. Being independently owned means that the firm is not burdened by a rigid ‘corporate’ view, allowing it to form its own opinions which may be contrary to prevailing consensus. The ideas generated are put forward to Blankstone Sington’s investment managers, who must then consider the suitability for their clients, within the context of an agreed investment objective and risk profile. The output of the firm’s research department is available to both its discretionary and advisory clients. Managed clients further benefit from the firm’s portfolio construction framework, which focuses upon risk management through active and continuous daily management of their portfolio. Blankstone Sington’s process remains flexible enough to manage bespoke portfolios for clients with particular investment requirements. October 2016 Corporate INTL


UK Wealth Management Review

Cazenove Capital

City Asset Management

James Gladstone Wealth Planning Director Tel: +44 (0)20 7658 1000

Stephen Ford Investment Director Tel: +44 2073242920

Cazenove Capital is a leading provider of personalised wealth management services to high net worth clients, family offices, trusts, companies and pension plans. The firm’s combined heritage, which has been created by the integration of Schroders and Cazenove Capital, is unique in the investment world. Both companies have their history in trade finance that saw the City of London develop into a major commercial and financial centre at the beginning of the 19th Century. As well as discretionary and advisory investment services, the firm offers wider wealth management services such as wealth planning, cash management, deposit-taking and lending. It also works in partnership with financial advisers by supporting them to provide discretionary fund management to their clients and as one of the UK’s leading charity fund managers, the firm’s charities team provide a range of specialised services to suit a wide range of charity clients. As the wealth management business of Schroders, Cazenove Capital’s significant family ownership and financial strength enables it to genuinely take a long-term view and focus on the needs of its clients. Each individual has unique financial requirements and objectives, but all have a common goal – to preserve and grow the value of their wealth. The longevity and experience of the firm’s people allows it to take the time to build relationships with real depth, based on openness, a detailed understanding of its client and an uncompromising quality of service. The firm explores each client’s needs in detail and advises them on the most suitable financial solutions for their particular circumstances. Cazenove Capital takes the task of navigating complex markets and minimising potential risks to clients’ capital very seriously and has a proven record of achieving clients’ personal objectives. The firm draws on the knowledge and expertise of its in-house team, who produce their own research and analysis, as well as the global investment resources of the Schroder Group. Overall, Cazenove Capital believes that its complete range of services and the quality of its specialists, together with the stability and depth of investment resource of the Schroder Group give it an unparalleled ability to look after its clients. 66

October 2016 Corporate INTL

City Asset Management is a private wealth manager dedicated to growing its clients’ assets, over the investment cycle, at an agreed rate above inflation, net of costs and tax, thereby increasing their wealth. “Our scale allows us to take an individual approach to each client and our aim is to understand their goals and ambitions, from which we can generate a financial plan and a supporting investment strategy”, said Stephen Ford, investment director. Mr Ford believes that the UK is a very attractive location for investors due to its rigorous regulation and the investor protections available, such as the deposit protection scheme and an Ombudsman service for complaints. “The UK also has a well developed legal system, a strong property market and our currency is supported by a democratically elected government and an independent central bank”, he added. Mr Ford noted that as a result of its decision to leave the EU, the UK will, over time, offer investors access to a different economic model free from the distractions of integrating 27 countries into one free trade area. He believes that Brexit is probably the most significant recent development in terms of the wealth management industry in the UK. “It is too early judge how this will evolve, but our sense is that it could be an opportunity for smaller companies, many of whom do not export, but have had to bear the costs of regulations designed to create a single market throughout Europe”, he elaborated. He also highlighted the continued troubles surrounding the banking industry, noting that this is good for non-bank wealth managers who continue to attract talented staff and clients, both of whom are drawn by the independence and objectivity of these firms. Fintech also continues to be a theme, however he believes its application to wealth management is unclear.

“Whilst wealth management as an industry has been slow to digitise and engagement could improve particularly with this younger demographic, the bulk of our clients are older, living off their savings and it’s not clear how Fintech can support this ageing and often vulnerable demographic”, he explained. Mr Ford expects that the continuation of the lower for longer interest rate environment and the potential for negative interest rates is bound to strengthen the “reach for yield” investment trend witnessed over the last few years. “This trend has caused investors to move out of lower risk asset classes into higher risk assets in search of yield”, he observed. “A natural income of 5%, which was once the preserve of many clients in the past is now increasingly difficult to generate with portfolio yields closer to 2% in recent years. Therefore, maintaining a consistent yield without lowering perceived asset quality will likely become increasingly difficult.” A final point raised by Mr Ford is the issue of pension deficits, which he believes is one that will need to be addressed. In his view there has been a generational mispricing over the cost of final salary pension benefits. “Paying this deficit is the major challenge and has almost become the objective for many companies and their staff. We are not sure that this transfer of wealth from the younger generation to the older is sustainable over the longer term”, he concluded.

“Our scale allows us to take an individual approach to each client and our aim is to understand their goals and ambitions...”

UK Wealth Management Review

Hawksmoor Investment Management Jim Wood-Smith Chief Investment Officer, Private Clients Tel: +44-(0)1329-410180

Hawksmoor Investment Management is a boutique manager providing bespoke discretionary management, tax efficient AIM portfolios, funds of funds and risktargeted model portfolios. The firm will also be launching an ethical investment service starting in 2017. “Our current funds under management of around £650m give us critical mass, but also allow us to invest in many smaller and more attractive opportunities that are not available to many of our larger competitors,” said Jim WoodSmith, chief investment officer, private clients. Mr Wood-Smith believes that Hawksmoor Investment Management distinguishes itself not only through its levels of client service, but by ensuring that portfolios perform as its clients expect. He stated that this results from a process that is not only disciplined but also effectively monitored. “We also stress that risk is a multi-headed creature, not just a measure of historic volatility,” he elaborated. “We are proudly index-agnostic and will buy investments only on merit, not because they may or may not be part of a notional index. Current size is no guarantee of future success and we find many of our best investments in parts of the market too small for others to go fishing. All of this allows us to pursue our core aim, which is that every client should expect a positive return on their investments after inflation, tax and charges.” The success of Hawksmoor Investment Management’s process has been recognised by the UK’s financial advisers, who voted the firm the best investment manager in both its regions – the South West and the East of England – in the annual Citywire Regional Star awards in both 2015 and 2016. Both its Discretionary Investment Management Service and our Model Portfolios are rated 5* by Defaqto. Discussing the current environment for wealth management, Mr Wood-Smith noted that the behaviour of financial markets has changed from what many have experienced in the past 30 years “This is the era of QE, where the policies have of central banks have changed from steering an economy to deliberately manipulating financial markets and asset valuations,” he explained. “It is a time that is challenging the accepted trade-off between risk and reward and a time when more than ever, it is essential for investment managers to be genuinely and flexibly ‘multi-asset’.” He also highlighted Brexit as a tremendous catalyst, not only for financial markets, but also for the UK’s economy and financial services industry. “Change will always bring opportunity and this one is a game-changer,” he concluded.

Veritas Investment Management LLP Mark Rayward, Chief Executive, Partner & Investment Manager Tel: +44 (0) 20 3740 8352 Veritas Investment Management LLP (VIM) is an independently owned investment management boutique with a strong partnership culture. As the firm’s senior staff share in the long-term profitability of the business, it offers its clients the benefits of independence, stability and a longterm perspective. VIM focuses on generating real returns. This means protecting and growing the purchasing power of its clients’ capital. Founded on a global thematic approach and using proprietary research, the firm has a track record of superior investment performance with below average volatility. VIM’s investment team has on average over 20 years’ investment experience and the firm takes pride in offering its clients a personal service. The firm has offices in London and Zurich and currently manages over £1.8 billion. The business was originally founded in Zurich in 1993 and a London office was opened in 1996 as Veritas Asset Management (UK) Limited. The Real Return Group was set up in 2003 by Stewart Newton and Charles Richardson as a boutique focused on real return investing. The Real Return Group and Veritas Asset Management (UK) Limited merged in 2004, under the Veritas name. The firm has always understood and valued the importance of stability within investment management companies and in 2013 Veritas Asset Management (UK) Limited restructured into two LLPs to more closely align management of the business with the needs of clients. Veritas Investment Management constitutes the team which historically focused on private investors and charities. Veritas Asset Management LLP, which focuses on funds and institutional business, continues to work closely with VIM as one of its research providers. VIM manages investments on a discretionary basis for UK and international private investors, trusts and charities with a minimum of £3m or currency equivalent. Typically, the firm invests directly in individual global securities.

Each client has an investment manager responsible for their portfolio. VIM does not employ relationship managers because the firm thinks it is important that clients speak directly to the person who is making the investment decisions. The investment managers are supported by a portfolio assistant. They are a key point of contact for any administrative matters and are in constant communication with the custodian. VIM has a long-term, real return investment focus which aligns its investment process and selection with its clients’ objectives and goals. The result of this philosophy is that in individual years the firm does, and will, have significant differences against indices and “passive” managers. However, the firm’s investment record demonstrates that it has delivered consistent, risk-adjusted, long-term real returns for its clients. VIM invests globally on a best ideas, unindexed basis. The firm believes that as investors it should seek global opportunities for real returns rather than focusing on any specific country or region given businesses increasingly operate in global context. The location of a stock market listing is less relevant today given that borders are blurring. VIM aims to find companies where structural shifts are creating demand for their products or services. While economic cycles are almost impossible to predict, structural growth can be both long-term in nature and relatively insulated from the economic cycle. Indeed companies that benefit from structural shifts should be able to consistently grow their earnings and cash flow per share over a multiyear period, irrespective of the economic environment. Provided you buy that company’s equity at a sensible valuation, you are likely to have a successful longterm investment that delivers a real return. Should the firm not be able to find equities which it believes will provide real returns, or worse are overvalued and might expose the client to meaningful loss in the medium to long term, it would be prepared to remain heavily in cash and/or investment grade bonds. October 2016 Corporate INTL


DEALS Acquisition of Mobile Games Developer Pixonic Mail.Ru Group Limited, one of the largest Internet companies in the Russian-speaking Internet market, has acquired mobile games developer Pixonic. Pixonic was founded in 2009 and currently has more than 100 employees. It is best known for War Robots, which in September 2016 passed 20 million installs just three months after its previous milestone of 15 million installs. This is divided between 7 million iOS players and 13 million on Android. Daily users exceed 500 thousand. The game’s popularity is highest in the US, Japan, China, Korea and Germany (in that order), with Russia placing sixth, having amassed 1.5 million installs. The transaction is an all-cash deal for $30 million, with $20 million upfront and $10 million deferred and based on ongoing KPIs. In FY 2015 Pixonic had revenues of RUB 456 million. In H1 2016 Pixonic had revenues of RUB 619m. In both periods Pixonic was broadly EBITDA neutral. Mail.Ru Group will fully consolidate Pixonic from the beginning of Q4 2016 and will disclose all results on a pro-forma basis going forward to allow like-for-like comparison. Commenting on the acquisition, Mail.Ru Group Chairman and CEO (Russia), Dmitry Grishin, said: “We are very pleased to be adding one of the world’s most talented teams of mobile games developers. There is a clear strategic fit here and we look forward to working together to strengthen our international mobile games development and publishing and take the company’s games to even further success.” Pixonic CEO, Philipp Gladkov, noted: “The Pixonic and Mail.Ru Group teams share a common vision for the development of mobile games in the global market, and we look forward to joining our skills and expertise to increase the reach of War Robots and create future releases.”

Acquisition of Premier Asset Finance Limited The Paragon Group of Companies PLC has announced the purchase of 100% of the issued share capital in Premier Asset Finance Limited. The business will be acquired by Paragon Bank PLC’s asset finance division, Paragon Bank Asset Finance Limited. Regulatory approval has been received for the transaction. Premier is one of the UK’s leading asset finance brokerages, sourcing in excess of £100 million of lending per annum to a range of SME customers. The business, which is headquartered in Edinburgh, has a national presence, and was voted as Broker of the Year in Leasing World’s 2015 awards.

following five years, subject to performance conditions. The consideration is being paid from Paragon’s existing cash resources.

The initial consideration for the purchase is £8.5 million, payable in cash. A further £12 million is payable over the

“Paragon’s results for the year to 30 September 2016 will be announced on Wednesday 23 November 2016.”

Commenting on the acquisition, Nigel Terrington, Chief Executive of Paragon, said: “I am delighted to welcome the Premier team to the Group’s banking division. It complements our acquisition of the Five Arrows Leasing Group last year. This latest acquisition reflects our ongoing commitment to delivering a more material presence in the UK asset finance market in line with the Group’s diversification strategy.

October 2016 Corporate INTL



Acquisition of EWA-Canada: Intertek Acquires a Leading Cyber Security Assurance Business

SANNE Group Acquisition of FLSV Fund Administration Services and New Banking Facility

Intertek Group plc (Intertek), a leading Total Quality Assurance provider to industries worldwide, is pleased to announce that it has acquired EWA-Canada from Electronic Warfare Associates Inc.

SANNE, the specialist provider of outsourced corporate, fund and private client administration, reporting and fiduciary services, is pleased to announce that it has entered into an agreement to acquire FLSV Fund Administration Services LLC (FAS) for a total consideration of $65.8 million (£50.7 million).

EWA-Canada is a highly respected expert in cyber security and provides industry-leading solutions to a broad range of industries. Its service portfolio includes IT network security solutions for network carriers, product security evaluations according to the Common Criteria standard, network security evaluations as well as other IT assurance services. It is estimated that there will be more than 20 billion connected devices by 2020 and as the Internet of Things (IoT) grows and more products and devices are connected wirelessly, secure connections, together with reliable connectivity and dependable power, are becoming increasingly important. Intertek already has multiple testing capabilities for reliable power and connectivity and EWA-Canada will enable Intertek to also perform security evaluations on both products and networks. Intertek will provide customised security assurance solutions to its existing customers as well as expand EWA-Canada’s current customer base to new geographies and industries. Commenting on the acquisition, André Lacroix, Chief Executive Officer of Intertek, said: “The acquisition of EWA-Canada with its leading cyber security assurance solutions will broaden our Total Quality customer offering to seize the attractive growth opportunities in the fast-growing IoT market. The expansion of our Assurance, Testing, Inspection, and Certification differentiated value proposition in cyber security is in line with our portfolio strategy of investing in fast-growing businesses with good margin prospects. We are delighted to welcome EWA-Canada and its team to Intertek.” EWA-Canada is headquartered in Ottawa, Canada and employs 54 people. The business generated revenues of c. C$15 million in 2015.

Agreement to Acquire Boehringer Ingelheim Vetmedica’s US Feline, Canine and Rabies Vaccines Portfolio Elanco U.S., Inc., a subsidiary of Eli Lilly and Company has agreed to acquire Boehringer Ingelheim Vetmedica, Inc.’s (BIVI) US feline, canine and rabies vaccines portfolio - as well as a fully integrated manufacturing and R&D site - for $885 million, including the estimated cost of acquired inventory. The deal will diversify Elanco’s US companion animal portfolio by complementing its offerings for dogs and cats. Joining Elanco’s US portfolio - which currently includes parasiticides, pain and dermatology medicines - will be routinely administered vaccines for bordetella, Lyme disease, rabies and parvovirus, among others. Also included in the agreement are several pipeline assets. The Fort Dodge, Iowa-based facility brings capacity to manufacture the acquired products as well as R&D and testing capabilities, including an on-site veterinary research centre and lab space. “We understand the unique bond that owners share with pets and are committed to helping those pets live longer, healthier lives”, said Jeff Simmons, president, Elanco Animal Health. “With a growing portfolio addressing both prevention and treatment of disease, Elanco can partner with veterinarians and pet caregivers to do just that.”


October 2016 Corporate INTL

The consideration for the acquisition is structured with an initial amount due at completion of $52.6 million (£40.6 million), to be settled approximately 74% in cash and 26% in new SANNE shares, as well as deferred consideration of $13.2 million (£10.1 million), to be settled in the same split of cash and new SANNE shares. The share consideration will be calculated with reference to SANNE’s five-day average closing share price up to 29 September 2016 of 468.6p and will be issued to the relevant vendor shareholders in four equal annual instalments from completion. SANNE has also entered into a new £60 million, five-year committed banking facility with HSBC, with an additional £40 million accordion facility, to refinance the Group’s existing facilities with HSBC, fund the cash element of the acquisition consideration and provide the Group with significant future funding capacity. FAS is a New York headquartered business offering fund administration and reporting services to alternative asset managers, primarily in North America; FAS has 115 employees, approximately 75 of whom are based in New York with the balance based in a support office in Belgrade; the acquisition provides SANNE with a highquality US platform from which to enter the large and fast-growing US alternative assets fund administration market; FAS’ founders and major shareholders, Jeffrey Hahn (CEO) and Brenda Grayson (COO), will remain with the business post completion and continue to head what will become SANNE’s North American operations.

The acquisition is anticipated to close by early 2017, subject to approval by the Federal Trade Commission and also subject to antitrust approval and closing of Boehringer Ingelheim’s asset swap transaction with Sanofi. The sale of BIVI’s US pet vaccines business and Fort Dodge manufacturing site is a required step toward the acquisition of Merial by Boehringer Ingelheim. The current vaccine portfolio to be acquired has experienced revenue growth over the past three years, and Lilly expects the acquisition to be accretive to GAAP earnings in 2019 and to non-GAAP earnings in 2018. John C. Lechleiter, Ph.D., Lilly’s chairman, president and chief executive officer, said that the planned acquisition of BIVI’s US feline, canine and rabies vaccines portfolio reaffirms Lilly’s confidence in Elanco’s growth potential. “As a result of the acquisition, Elanco will bring greater value to customers by providing a suite of options for preventing common diseases in companion animals”, said Lechleiter. “Coupled with our robust food animal portfolio, this addition further strengthens Elanco’s position in the global animal health business.” Jefferies LLC is acting as the exclusive financial advisor and Paul Hastings LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal advisors to Elanco and Lilly in this transaction.


Versarien’s Acquisition of AAC Cyroma Versarien plc, the advanced materials group, is pleased to announce the acquisition of AAC Cyroma Limited, a specialist plastics manufacturing business serving a range of sectors including automotive and fastmoving consumer goods. ACC Cyroma was established in 2002 and operates from a 45,000 square-foot facility in Banbury, Oxfordshire. Using Versarien’s existing graphene manufacturing capabilities, in combination with AAC Cyroma’s knowledge, plant and equipment, the acquisition will provide the Group with an ability to produce graphene enhanced products for an established customer base, both domestic and international, including leading automotive OEMs. Versarien believes this will be the first dedicated grapheneenhanced plastics manufacturing factory in the world. AAC Cyroma is being acquired for an initial cash consideration of £1.395 million, plus the assumption of approximately £264,000 debt and £266,000 in new Versarien. Up to an additional £200,000 of deferred consideration will be payable based upon AAC Cyroma achieving pre-tax profit targets for the years ending 31 December 2017 and 2018. The transaction involves Versarien purchasing the entire share capital of The

Breakfast Club 2000 Ltd, a non-trading holding company owning 85% of the shares of AAC Cyroma and 15% of the shares of AAC Cyroma from an individual to give Versarien 100% ownership of AAC Cyroma.

brings a wealth of knowledge of the plastics market together with existing infrastructure, making the combined operation the first graphene-enhanced plastic producing factory in existence.

James Baker, Graphene Business Director at the National Graphene Institute (NGI) at The University of Manchester, commented: “Graphene, first isolated in 2004 in Manchester, is already being rapidly developed into a range of products and applications that are starting to appear in the marketplace. Whilst initially these products involve the addition of a graphene-type material to improve performance, we are now starting to see real improvements in performance as quality and knowledge of the material improves. Through partnership and collaboration with industry, the National Graphene Institute is looking to accelerate the adoption of graphene-based products and applications. We look forward to continuing to develop new applications through our partnership with Versarien.”

“We are delighted to welcome the management and employees of AAC Cyroma to Versarien and we look forward to working with them as we continue to develop the business together.”

Neill Ricketts, CEO of Versarien, said: “We are very pleased to announce the acquisition of AAC Cyroma, our largest acquisition since IPO. The acquisition is transformational for Versarien, adding a profitable business to the group and importantly one that has considerable synergies with our current activities. It provides a dedicated facility from which to manufacture graphene-enhanced plastics on an industrial scale. With an established customer base, AAC Cyroma

Versarien is an advanced materials group. Leveraging proprietary technology, the Group creates innovative engineering solutions for its clients in a diverse range of industries. Versarien has three subsidiaries: Versarien Technologies Ltd owns the exclusive rights to a patent-protected additive process for creating advanced micro-porous metals targeting the thermal management industry and manufactures extruded aluminium heat sinks for the electronics and computing industries. Versarien Advanced Composites Limited has been established in order to progress the commercial application of grapheneenhanced composite products. Total Carbide Ltd, a leading manufacturer in sintered tungsten carbide for applications in arduous environments such as the oil and gas industry. 2-D Tech Ltd., which specialises in the supply, characterisation and early stage development of graphene products.

HOYA Corporation Agrees to Acquire Performance Optics, LLC

lens manufacturing. Importantly, we also will augment our global research & development capabilities, creating a new technology centre of excellence outside of Japan.”

HOYA Corporation (HOYA) has definitively agreed to acquire Performance Optics, LLC (Performance Optics), including its subsidiaries VISION EASE and Daemyung Optical. Performance Optics is a global ophthalmic lens manufacturer specialising in polycarbonate, photochromic, polarised and high index eyeglass lenses. This acquisition will strengthen HOYA’s ability to provide customers with a broader portfolio of leading products, while continuing to provide best-in-class services to the eyewear industry.

Performance Optics is a global eyeglass lens manufacturing company employing over 2,000 people around the world. With manufacturing facilities in the United States, Korea, China, Thailand and Indonesia, Performance Optics serves the worldwide needs of eyewear customers. “Performance Optics’ subsidiaries, VISION EASE and Daemyung Optical, have capabilities and cultures of innovation, quality and service that strongly complement HOYA’s footprint and long-standing reputation in the eyewear industry,” said John Weber, CEO of Performance Optics. “By joining forces, we will better meet our customers’ global needs across geographies.”

“The acquisition of Performance Optics expands HOYA’s customer reach, particularly through VISION EASE’s presence in the Americas and its strengths in polycarbonate products and technologies,” said Girts Cimermans, CEO of HOYA Vision Care. “Performance Optics provides HOYA with additional capabilities in polycarbonate, photochromic and polarised lens technologies, as well as an expansion of our global footprint in high index lens casting to reinforce our position as a global technology leader in

“Our acquisition of Performance Optics continues HOYA’s strategic initiatives in the Life Care segment,” said Augustine Yee, Chief Legal Officer and Global Head of Corporate Development and Affairs at HOYA Corporation. “Performance Optics enables HOYA to become a more broad-based leader in Vision Care, our largest division.”

October 2016 Corporate INTL



Victoria’s Acquisition of Ezi Floor: Further Earnings Enhancing Expansion Victoria PLC, the international designers, manufacturers and distributors of innovative floor coverings, is pleased to announce it has completed the acquisition of the business and assets of UK underlay manufacturer, Ezi Floor for an initial cash consideration of £6.5 million and deferred consideration of £6.5 million. Additional contingent consideration is payable dependent on certain financial targets being met over the next four years following completion of the acquisition. The acquisition will be immediately earnings accretive. Ezi Floor benefits from a modern, wellequipped, manufacturing facility near Bradford, Yorkshire, and is an efficient manufacturer and distributor of a range of underlay and underlay accessories for both the residential and contract markets. It sells to wholesalers, retail groups, and independent stores throughout the UK. Ezi Floor has been acquired by Victoria from a reorganised group of companies and, therefore, no statutory financial information for the business is available. However, the Board of Victoria expects EBITDA of approximately £2.4 million for the year ended 31 March 2017. Total net assets acquired on completion were approximately £5.1 million. Geoff Wilding, Chairman of Victoria PLC, commented: “We are delighted to announce


October 2016 Corporate INTL

the acquisition of Ezi Floor. It is an efficient operation with very focused management that will stay with the business, and which is expected to make a positive contribution to Victoria’s profits. The business is highly regarded within the industry, fits very well with our growth strategy, and delivers immediately accretive earnings. “We believe underlay to be a real opportunity and Victoria is already actively looking at other opportunities in the underlay sector. 12 months ago, Victoria acquired underlay manufacturer Interfloor. Since then, cross-selling opportunities – almost all consumer carpet purchases require underlay – and purchasing improvements as a result of the Group’s scale have successfully and significantly improved the earnings of that business. “The integration of our previous acquisitions has been completed, and Victoria is already benefiting from our strategy of achieving scale through acquisitions and we look forward to integrating Ezi Floor and developing the business as part of Victoria.” The acquisition continues Victoria’s strategy of growing its business with earnings-enhancing acquisitions, and then using scale to drive further increases in profits in order to return wealth to shareholders. The Board believes that Ezi Floor presents an excellent strategic fit with Victoria’s existing business and will have strong, long-term growth prospects as part of the Group. The enlarged Group now has approximately 1,700 employees and operates from 10 sites in the UK, and three in Australia. There is significant opportunity for a number of commercial, operational and financial synergies, which are expected to create value for Victoria’s shareholders:

• Ezi Floor’s manufacturing site is efficient, well-invested, and has significant room for future expansion. • The existing trading relationship between the Group and Ezi Floor is expected to continue to grow at an enhanced rate due to Group cross synergies, driving further profitable growth. • Key management will remain with the business for a minimum term of four years. • In addition, the Board does not envisage significant integration costs arising from the acquisition. • As such, the acquisition will be immediately earnings enhancing and opportunities to improve margins and revenues will be pursued at the earliest opportunity. Key terms of the acquisition: • The consideration for the acquisition comprises: • Initial cash consideration of £6.5 million; • Deferred cash consideration of £6.5 million, payable in annual instalments over four years; • Contingent cash consideration of a maximum of £6.5 million, wholly dependent on improved EBITDA over the next four years. • The total consideration (including the maximum contingent cash consideration) represents a multiple of 5.5x expected average annual EBITDA over the next four years. • The acquisition is being funded from the Group’s existing bank facilities.


Imperial Innovations Group Sale of Innovations Portfolio Company Permasense Imperial Innovations Group plc has announced that Emerson Electric, a Fortune 500 company, has purchased its portfolio company Permasense Limited. An initial consideration of £30.6 million was paid in cash on completion. Further amounts of up to £10.0 million may be paid in addition, subject to the Permasense business achieving certain performance targets during the next 13 months. Innovations owned a 23.0% equity stake in Permasense on completion. As at 31 January 2016, this had a net investment carrying value of £1.8 million (after accounting for the revenue share). The initial consideration has generated net proceeds to Innovations of £3.7 million. In addition, an equal payment of £3.7 million will be distributed to Imperial College as revenue share. Permasense is the world leader in the field of continuous integrity monitoring for the oil & gas production, refining and power industries, providing real-time data-to-desk measurement of fixed equipment wall thicknesses in inhospitable and inaccessible environments. The Company’s non-intrusive integrity monitoring systems use proprietary sensor technology and wireless data delivery to continuously monitor pipes for metal loss from corrosion or erosion, and reliably deliver high integrity data even in the most difficult environments.

HAVELSAN Completes Acquisition of Quantum3D Quantum3D, Inc., a leading provider of training and simulation solutions for government and commercial applications, together with HAVELSAN, a prominent global software and systems provider based in Ankara, Turkey, has announced that HAVELSAN has secured all necessary US Government approvals and completed the process of acquiring the flight simulation business assets of Quantum3D. HAVELSAN’s US-based subsidiary will retain the intellectual property and product lines of Quantum3D, and will continue to have offices in Milpitas, CA and Orlando, FL. The acquisition will result in a new US-based structure including two separate sister companies: Quantum3D, Inc., and Quantum3D Government Systems. Quantum3D will be a productfocused company developing off-the-shelf commercial products for sale in training markets worldwide. Existing Quantum3D products, including the award-winning MANTIS® software for real-time visual simulation, Independence® IDX Series Image Generators, and the GeoScapeSE® line of World-Wide visual database products, will continue to be sold under the Quantum3D brand name as before. This new US-based entity will continue to do business using the Quantum3D name, and will be staffed primarily with existing, experienced Quantum3D employees.

Permasense’s systems therefore help to minimise the risk of unplanned outage and improve safety by reducing inspection personnel exposure to hazards such as high temperature metalwork, or in elevated or offshore locations. Emerson based in St. Louis, Missouri (US), is a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets around the world. Sales in the fiscal year 2015 were $22.3 billion. Permasense was incorporated to develop and commercialise technology originally developed by Imperial College London and was co-founded by Innovations. Innovations’ equity stake largely derives from early commercial support provided to the founders by Innovations’ Technology Transfer Office, as well as from licensing the founding intellectual property. Permasense generated revenues, rapidly becoming self-financing, and hence did not require funding as part of the Group’s investment portfolio. Innovations’ ‘IP Equity’ stake was acquired at nil cost and is subject to a revenue share that that will return 50% of its proceeds to Imperial College London. Jon Edington, Director of Technology Ventures at Imperial Innovations, commented: “Permasense is a great example of Innovations working with Imperial College to commercialise IP and build ambitious and successful businesses. “Emerson’s global presence and financial strength will allow Permasense to further enhance its market leading position, broaden its international reach and invest in further product development.”

Quantum3D Government Systems will be a distinct and separate services-oriented company, selling complete training solutions and services to US and foreign government entities. Quantum3D Government Systems, previously known as CG2 Inc., has a long and successful track record of delivering R&D, Engineering, and Design Services to US Government customers. Going forward, the former CG2 entity will do business under the name “Quantum3D Government Systems.” “With this acquisition, we expect better access to technological developments as they happen in Silicon Valley and elsewhere in the USA, and further leveraging these technologies for HAVELSAN’s products”, said HAVELSAN chairman of the board Yuksel Oztekin. “At the same time, with Quantum3D being a 100% US entity and recognised worldwide brand, we believe this will only generate a stronger marketing presence worldwide for the combined company with HAVELSAN”, added general manager & CEO A. Hamdi Atalay. “Quantum3D has a long, rich history in innovating and creating industry leading simulation technologies and solutions”, said Pratish Shah, president & CEO of Quantum3D. “Under our new owner HAVELSAN, the Quantum3D team looks to accelerate our innovation and development to lead the industry with our awardwinning MANTIS Image Generator and aggressively expand into air, ground, maritime and maintenance training platforms and services market.”

October 2016 Corporate INTL



INPP Grows Investment Portfolio in the US International Public Partnerships Limited (INPP) is pleased to announce a further investment in the US military housing sector. This additional investment marks the continued growth of its investment portfolio in the United States. The Company has invested approximately US$32.0 million (£24.6 million) into further interest-bearing subordinated debt instruments. The tranche of interests now being acquired are secured on the same underlying military housing assets as those purchased by the company in October 2015 but rank

higher in priority to them. The interests are underpinned by security over seven operational PPP military housing projects. These encompass a total of 19 operational military bases in the US, with approximately 21,800 individual housing units. The debt has a 36-year tenor and matures in 2052. Military housing is the longest standing sector in the US for public private partnership projects (PPP or in the US, P3). The introduction of private sector capital and resources in the provision of military housing was established by Congress in 1996 through the Military Housing Privatization Initiative (MHPI) and schemes have attracted capital in excess of US$30 billion from domestic and international investors to date.

IBM Announces Planned Acquisition of Promontory IBM has announced plans to acquire Promontory Financial Group, a global market-leading risk management and regulatory compliance consulting firm. Upon close, the capabilities of Promontory combined with IBM’s deep industry expertise and Watson’s cognitive capabilities will directly address the massive operational effort and manual cost of escalating regulation and risk management requirements. Promontory’s 600 professionals are based in North America, Europe, the Middle East and Asia Pacific - many of them have deep and varied expertise amassed over decades as senior leaders of regulatory bodies, financial institutions and Fortune 100 corporations. Promontory is widely regarded as the firm financial institutions turned to for guidance coming out of the 2008 financial crisis. The firm’s expertise and offerings directly address the standards for compliance implemented to ensure the integrity of the financial system, protect consumers and build trust through transparency. More than 20,000 new regulatory requirements were created last year alone, and the complete catalog of regulations is projected to exceed 300 million pages by 2020, rapidly outstripping the capacity of humans to keep up. Today, the cost of managing the regulatory environment represents more than 10% of all operational spending of major banks, for a total of $270 billion per year. This is a workload ideally suited for Watson’s cognitive capabilities intended to allow financial institutions to absorb the regulatory changes, understand their obligations, and close gaps in systems and practices to address compliance requirements more quickly and efficiently. Upon close, Promontory’s professionals will train Watson, which will learn by continuously ingesting regulatory information as it is created and through interaction in real-world applications. “What Watson is doing to transform oncology by working with the world’s leading oncologists, we will now do for regulation, risk and compliance”, said Bridget van Kralingen, senior vice president,


October 2016 Corporate INTL

The opportunity meets INPP’s investment criteria and the company expects the instruments to offer INPP an attractive rate of return notwithstanding the weaker USD/ GBP exchange rate. The investment provides the company with further exposure to one of the US infrastructure market’s most established sectors. The military housing projects have the following characteristics: a secure revenue stream via the US military’s Basic Allowance for Housing paid to service personnel which creates an indirectly government sourced revenue payment; high barriers to entry as the number of on-base housing units is limited; no residual value exposure; a geographically diverse portfolio of housing units across the continental US.

IBM Industry Platforms. “Promontory’s experts are unsurpassed in this field. They will teach Watson and Watson, in turn, will extend and enhance their expertise. This initial offering of Watson Financial Services is emblematic of the transformative cloud-based solutions that IBM Industry Platforms will bring to clients.” Promontory will begin to accelerate IBM’s development and machine training of cognitive solutions for risk and compliance. This includes solutions for tracking constantly changing regulatory obligations, expectations and control requirements, as well as solutions that address specific compliance needs, such as financial risk modelling, surveillance, anti-money laundering (AML) and Know Your Customer (KYC). In addition, Promontory professionals will extend IBM’s consulting and services offerings to help clients dramatically reduce the cost of regulatory compliance. “We believe the future of business and regulation will be driven by the need for advanced technology alongside deep subject-matter expertise”, said Eugene Ludwig, Promontory’s founder and CEO. “Combining Promontory’s expertise with IBM’s extraordinary technological capabilities such as Watson will permit us to directly address our clients’ greatest challenges in innovative and powerful ways. It will enhance our mutual commitment to risk management and regulatory compliance excellence, and our results will benefit customers and the overall financial system.” Promontory will operate as a wholly owned subsidiary of IBM. The planned acquisition represents the first example of new capability from IBM’s Industry Platforms business, launched in August. The new business was formed to build open vertical platforms – the first comprehensive “as a service” offerings designed from the ground up for individual industries. These platforms will integrate IBM Cloud, Watson and capabilities from across digital ecosystems of specialised providers, and serve multiple clients in an industry – delivering dramatically reduced costs for outcomes spanning speed, quality, audit-ability, security and transparency. Promontory is headquartered in Washington, D.C. and has 19 offices in North America, Europe, Asia, Australia, and the Middle East. The planned acquisition is expected to close in late 2016 and is subject to applicable regulatory review and customary closing conditions. Financial details were not disclosed.


Vallourec Merges its Two Main Brazilian Companies into Vallourec Soluções Tubulares do Brasil Vallourec, world leader in premium tubular solutions, has finalised the merger of Vallourec Tubos do Brasil (VBR) and Vallourec & Sumitomo Tubos do Brasil (VSB). Vallourec holds a majority stake of 84.6% in the new entity, called Vallourec Soluções Tubulares do Brasil, Nippon Steel & Sumitomo Metal Corporation (NSSMC) 15%, and Sumitomo Corp. 0.4%. Following the merger, Vallourec Soluções Tubulares do Brasil will generate significant industrial and administrative synergies and will fully benefit from the optimal performance reached by VSB’s state-ofthe-art PQF mill and premium finishing facilities, making it a highly competitive production hub.

entity will be fully consolidated in Vallourec’s financial statements and the interests held Commenting on the merger, Philippe Crouzet, Chairman of the Management Board, noted: “The successful merger of VBR and VSB is an important step in the development of a highly competitive production hub in Brazil. Vallourec Soluções Tubulares do Brasil will serve its domestic customers as well as its worldwide customers with high-end products and solutions. It also highlights the strong and fruitful partnership between Vallourec and NSSMC.”

NSSMC will keep its present purchase agreement for 300kt of tubes per year to be manufactured in the Jeceaba plant. The new

The merger is part of Vallourec’s global Transformation Plan announced in February 2016, which aims at enhancing the Group’s competitiveness

Q4 Inc. Acquires Euroinvestor IR Solutions

offer all of Q4’s superior investor website, webcasting, desktop and shareholder ID services to all of our current and new clients. This is an exciting time for us and for all of our clients.”

Q4 Inc., a global leader in cloud-based investor relations and capital market solutions, has acquired Euroinvestor IR Solutions, Europe’s leading provider of interactive stock quotes, charting and news applications for investor relations websites.

Euroinvestor IR solutions was established in 2003 by A/S to provide stock quotes and charts to European clients. Over the past 13 years they have grown their technology platform to provide a wide array of quote and charting related applications including: Interactive Charts, Mini Quotes, XML, JSON Feeds, Investment Calculators, Historical Price Look Ups, Benchmark Tables, Latest Trades, Regulatory News, Email Alerts, Consensus Forecast Data, Interactive KPIs, Factsheets, and Mobile Apps & APIs.

The newly formed subsidiary will be known as Q4 Euroinvestor. Its head office, management team and workforce will continue to be based in Copenhagen, Denmark. The firm also plans to grow its workforce adding to the customer success, support and sales teams and to open offices in the UK and France in the near future. “With Euroinvestor IR Solutions, Q4 is gaining global technology and one of Europe’s leading providers of investor relations quotes, charts and news apps”, said Darrell Heaps, CEO, Q4. “We see this as a huge opportunity. Not only will this acquisition accelerate our growth, it will extend the value of all of our offerings and allow us to work with any listed company, in any country around the globe. This is a transformational opportunity for Q4.” “Listed companies in Europe and the world over now focus the majority of their communication efforts through their website and mobile applications”, said Carsten Bach, Euroinvestor IR Solutions, general manager. “Joining Q4 will allow us to grow faster and

The platform, which supports 45 worldwide stock exchanges in 21 languages, will be used by Q4 to expand the coverage available in its market leading investor website product and Q4 Desktop - the IR industry’s first, fully-integrated investor relations desktop, which integrates communications tools, surveillance and analytics into a fully featured IR workflow and CRM applications. The acquisition of Euroinvestor IR Solutions reinforces Q4’s dominance as the fastest growing provider of IR products and services in North America, Europe and the UK. Now with over 1,200 global clients, Q4 is firmly positioned to continue its strong growth trajectory into 2017 and beyond.

October 2016 Corporate INTL



Interactive Investor PLC Agrees to Buy TD Bank Group’s European Direct Investing Business Interactive Investor plc (“Interactive Investor”) has agreed to acquire TD Bank Group’s European direct investing business, through the acquisition of the shares of TD Wealth Holdings (UK) Limited and TD Bank International S.A. (Luxembourg) (collectively, “TDDI”). The acquisition will create the UK’s second largest online stockbroker with assets under administration (AUA) of £18 billion. Customer benefits On completion of the acquisition, customers will benefit from a combined business that seeks to build on Interactive Investor’s heritage as a low charge challenger broker and TDDI’s reputation as one of the UK’s leading online investing providers. TDDI also provides additional geographical reach, allowing customers to trade 32 markets, in nine currencies. Post closing Interactive Investor and TDDI customers will enjoy the benefits of a business with the scale and financial strength to invest in leading technology, products and services. The combined business will be firmly on the side of the individual investor; helping investors by providing efficient customer service, competitive and transparent charges, and easy access to online investment and saving services. There will be no immediate change for the customers of either Interactive Investor or TDDI. Transaction details Interactive Investor’s acquisition of TDDI will be financed through an investment from funds advised by J.C. Flowers & Co. LLC, which, following completion, will have a majority shareholding in the combined business. Interactive Investor’s existing shareholders that are participating in the transaction will also become shareholders in the combined company. Closing is expected in the first calendar quarter of 2017 subject to customary

GREE International Entertainment Acquires DragonSoul GREE International Entertainment, Inc. (GIE), the Western arm of global mobile social company GREE, Inc., has acquired DragonSoul, the critically-acclaimed mobile role playing game (RPG) developed by PerBlue that’s topping the charts on both the iOS and Google Play Store. With modern graphics, engaging characters, deep social features and contemporary RPG gameplay, DragonSoul boasts more than 50,000 five star reviews on iOS and Android and more than nine million players worldwide. “DragonSoul has a unique position in today’s mobile gaming market, blending memorable characters with humorous tones and compelling gameplay that keeps players engaged and entertained for hours on end”, said Andrew Sheppard, CEO, GREE International Entertainment. “We’re excited to marry DragonSoul’s fun factor and depth of gameplay with our publishing powerhouse as we grow the franchise worldwide for all to enjoy.” The global scale of GIE will help unlock further opportunities for the DragonSoul franchise. GIE will leverage its European operations, including localised live events, with the goal of significantly increasing market share of the DragonSoul franchise.


October 2016 Corporate INTL

closing conditions, including receipt of required regulatory approvals from the FCA, CSSF and ECB, and the approval of Interactive Investor’s shareholders. Management The enlarged business will be led by Adam Seale, II plc’s current CEO. Hugo Van Vredenburch and Barry Bicknell, respectively II’s current chairman and CFO, will be the chairman and CFO of the combined business. John Tracy, current CEO of TDDI, will continue to assist during a transitional period to support the integration. Commenting on the acquisition, Adam Seale, CEO of Interactive Investor, said: “This combination will bring real benefits to both Interactive Investor customers and TD Direct Investing customers. The enlarged Interactive Investor will have increased scale, expertise and resource, enabling it to provide customers with award winning online investment services at low charges. We look forward to welcoming all our new customers to Interactive Investor and championing the needs of individual investors.” Leo Salom, executive vice president, TD Wealth, TD Bank Group, said: “We’re very pleased to have reached this agreement with Interactive Investor, a highly regarded team who will ensure that TDDI customers continue to have access to excellent products, services and technology to meet their investing needs for the long term. With this transaction, we will remain focused on our core areas of growth in North America, where we are a top-10 financial institution with an ambitious agenda to expand our Wealth franchise, which currently serves 2.2 million clients and has more than $700 billion in client assets across Canada and the US.” Tim Hanford, head of Europe, J.C. Flowers & Co., said: “JCF has a long history of working with entrepreneurial management teams to deliver transformational change. This transaction will create a new leader in the investment sector for private investors at a time of industry change due to the low rate environment and a refocusing of priorities by global financial services groups. We look forward to working with Interactive Investor to complete this complex acquisition from TD, and to establish the combined business on an efficient operating platform that delivers innovative wealth management services to all its customers.”

Product and engineering experts from GIE will be used to further improve the game and its features, and will execute a global marketing strategy to help introduce the franchise to players around the world. GIE will continue to operate its stable of longstanding franchises including Knights & Dragons and Modern War. “We’re thrilled to see DragonSoul evolve into a global franchise that will excite players for years to come”, said Justin Beck, CEO and co-founder of PerBlue. “GREE’s knowledge and expertise in operating AAA mobile gaming franchises make them the perfect partner to take over DragonSoul’s reins.” Jim Hughes, vice president of Product Management, GREE International Entertainment, said: “We believe there’s tremendous opportunity outside of North America specifically to grow DragonSoul into the wildly popular franchise it is in the US today.” Terms of the deal state that GIE will be acquiring assets only related to the DragonSoul franchise. PerBlue’s current team will continue to create brand new games and support previously developed games that are not part of this acquisition. In a very competitive market, PerBlue has built a world-class independent gaming studio known for building and scaling successful midcore mobile games. This acquisition will provide the best future for DragonSoul and also give the PerBlue team the best ability to innovate and create future hit games.


Equiom Acquires Heritage Trust Group and Expands Into Singapore and BVI Leading trust and corporate services provider Equiom has acquired Heritage Trust Group, an independent Asian corporate services provider with offices in Singapore, Hong Kong and the British Virgin Islands (BVI). Established in 2002 and led by chief executive officer Angelo Venardos, Heritage Trust Group provides trust, foundation, fiduciary, corporate and accounting services. Equiom’s global chief executive officer, Sheila Dean, commented: “The acquisition of Heritage Trust Group expands Equiom’s jurisdictional reach into the new areas of

Singapore and BVI while expanding our current team in Hong Kong. Equiom’s growth strategy continues to concentrate on achieving scale and substance throughout every jurisdiction we operate in. I’m pleased to welcome Angelo and his team to Equiom -- they echo Equiom’s philosophy of building long-standing relationships with clients and very much mirror our client services ethos. For Equiom clients this provides further access to international services and expertise. I thank our equity partners LDC and our legal advisers Gowling WLG for their valued input and support throughout this acquisition project.” Angelo Venardos, chief executive officer of Heritage Trust Group, added: “This is a positive move for Heritage Trust Group. Our priority has always been to provide the best service in the industry and this has become increasingly difficult in an environment faced with more competition and regulatory requirements. Becoming part of the Equiom

SEDCO Capital’s Second Real Estate Income Fund Acquires Seven Properties for SR 473 Million SEDCO Capital, a leading Saudi licenced asset manager, has acquired seven quality real estate assets over the past 19 months on behalf of SEDCO Capital Real Estate Income Fund II (“SCREIF II”), bolstering the firm’s realty portfolio in Saudi Arabia. SEDCO Capital Real Estate Income Fund II is a Shariahcompliant, close-ended investment fund established in the Kingdom of Saudi Arabia under Article 4-B-4 of the Investment Funds Regulations and managed by SEDCO Capital as Fund Manager. The fund’s objective is to invests in high quality income generating real estate assets in the main cities of the Kingdom of Saudi Arabia. The main purpose of investment of the Fund is to provide investors with a cash income with the possibility of a capital increase by investing in real estate assets in Saudi Arabia. In-line with SEDCO Capital’s commitment and strong belief in the strength of the Real Estate market in Saudi Arabia, SEDCO Capital on behalf of SEDCO Capital’s Real Estate Income Fund II, acquired seven properties since its inception in November 2014, which included an anchored standalone Hyper Panda retail in Dammam as well as the adjacent land used for parking, Olya School in Riyadh, Dar Al Baraa School in Riyadh, an anchored standalone Extra Store in Dammam, Alhamra Plaza retail strip outlet in Riyadh and Irgah Plaza retail strip outlet in Riyadh. The acquisitions collectively total SAR 473 million in purchase price for approximately 88,000 square meter of built up area across Riyadh and Dammam. This portfolio of assets benefits from a weighted average lease expiry of 16 years to credible and investment grade tenants.

Group will ensure our clients continue to receive the service they deserve, in addition to benefitting from the breadth of services and skills available through the wider Equiom Group. Heritage clients can rest assured that they will continue to liaise with the same contacts who will now become employees of Equiom. From their perspective, nothing will change other than access to a much expanded range of global services.” A total of 60 staff, including the senior management team, will join Equiom Group with immediate effect. The Hong Kong team will move into Equiom’s established offices and Heritage will rebrand to Equiom in January 2017. The acquisition of Heritage follows the recent announcement of Equiom’s strategic partnership with Links Group in the United Arab Emirates and Qatar.

Commenting on the acquisition, Hasan Al-Jabri, chief executive officer of SEDCO Capital said: “Over the past five years, the SEDCO Capital Core/Core Plus Real Estate Strategy has demonstrated an impressive track record of adding value for its clients.” Responding to increased demand from investors for commercial real estate investment opportunities, SEDCO Capital launched SCREIF II on 13th November 2014 and has steadily added to its holdings, accumulating a well-diversified portfolio. The success of the past five years has also led to the notable growth of the SEDCO Capital team, which now boasts four highly experienced members in real estate investment and asset management. “As our total assets under management reach the $5.2 billion mark”, Hasan Al Jabri, CEO of SEDCO Capital, believes, “it is a testament to the confidence our clients have placed in our team and our approach.” SEDCO Capital’s real-estate portfolio in Saudi Arabia has grown to include 15 assets under SEDCO Capital’s two Real Estate Income Funds (SCREIF I and II) with a portfolio value exceeding SAR 1.1 billion. Sherif Selim, head of MENA real estate at SEDCO Capital, said: “SEDCO Capital has acquired two different types of properties being retail and education for SCREIF II that met our criteria of being stable, defensive, well located and income-producing. We have a healthy pipeline of assets that are either defensive by nature or structured defensively and we look forward to the deals we will close in the last three months of the year.” He also added: “We have identified the Saudi real estate market in particular, as an attractive asset class for investors and our dedicated team offers funds, separate accounts and syndicated transactions across the full spectrum of real estate strategies. The team is also continuously looking for opportunities to deliver to investors attractive risk adjusted returns.”

October 2016 Corporate INTL



ZEDRA Acquires Netherlands-Based Allied Corporate Services ZEDRA the global independent specialist in trust, corporate and fund services, has finalised the acquisition of Netherlandsbased Allied Corporate Services (“Allied”) following the approval of De Nederlandsche Bank (“DNB” - the Dutch Central Bank). Allied, an independent trust and corporate services provider based in Amsterdam will be merged into ZEDRA’s growing international network, further strengthening its corporate and family business services across the region, with plans to double the size of the Dutch business over the next two to three years. This acquisition is the latest phase of ZEDRA’s growth plan. Over the last few months, ZEDRA has been further expanding with new acquisitions, hirings and office openings in key global markets. ZEDRA currently has more than 320 staff serving clients globally across 10 jurisdictions, including Jersey, Guernsey, the Isle of Man, the Cayman Islands, New Zealand, Hong Kong, Netherlands, Singapore, the UK and Switzerland.

The merger will add value to Allied’s existing clients through ZEDRA’s global outreach, extensive network and broad range of services. The current management of Allied, composed of Ramon Zuketto and Peter Luc Oei, will remain on board. They bring to ZEDRA a wealth of knowledge and extensive experience within the Dutch market to strategically build the ZEDRA Group’s Netherlands capabilities further in the near future. The complete team will consist of Ramon, Peter Luc Oei, Bart de Sonnaville, Erik-Jan Schoop and Tako van Ginkel as ZEDRA managing director with Rutger Funnekotter joining as head of compliance. The acquisition will also coincide with ZEDRA opening its new offices based at the World Trade Center, Schiphol, providing easy access for its international business contacts. Niels Nielsen, group chief executive officer, ZEDRA, commented: “We are delighted to have received approval for this acquisition. It is an important step in executing ZEDRA’s strategy and fits in perfectly with our aim to develop our business in carefully selected jurisdictions. Further expansion of our network in the Netherlands has been a key priority. The combination of being a member of the European Union and having concluded tax treaties with a large number of countries,

Asiakastieto Group’s Acquisition of Intellia Finalised Asiakastieto Group has finalised the acquisition of the entire capital stock of Intellia Oy, a provider of sales and marketing services, from Ilves Solutions Oy and the private shareholders of the company. The agreement was signed on 30 August 2016 and the transaction entered into force on 1 October. Asiakastieto Group is one of the leading Finnish providers of business and consumer information services. The Group’s products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. At the end of 2015, the Group had some 13,000 contractual clients. It serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. In 2015, the Group’s net sales were EUR 43.7 million and had 152 employees at the end of 2015. Asiakastieto Group is listed on Nasdaq Helsinki with the ticker ATG1V.

makes the Netherlands a particularly attractive base for domiciling international business operations.” Tako van Ginkel, managing director, Netherlands at ZEDRA, added: “Allied has a strong and solid track record in the market, with a well-earned reputation for seamless delivery and client service. We are confident that Allied’s team will add considerable value to our operations both here in the Netherlands and across ZEDRA’s global network, and will reinforce our capabilities in the corporate trust sector, in particular. This opportunity also strengthens our platform for growth in Europe, and will contribute meaningfully to our plans to expand further going forward.” Ramon Zuketto and Peter Luc Oei, joint managing directors, Allied Corporate Services, concluded: “We are very excited to join ZEDRA and we believe that becoming a part of ZEDRA is an excellent step forward. This marriage of our growing and entrepreneurial firms is characterised by our shared expertise and passion to service clients and we look forward to building the business together going forward.”

Conco Systems Pty Ltd. Acquisition of German Gogolok IndustrieService GmbH Conco Systems Pty Ltd. of Heatherbrae, Australia, an affiliate of Conco Services Corporation in Verona, PA, USA has acquired Gogolok IndustrieService GmbH (GIS) of Magdeburg, Germany. GIS has specialised in industrial cleaning of plate heat exchangers, air cooled condensers, and general maintenance cleaning services to some of Germany’s most reputable firms: BASF, Bayer, Stadtwerke and ADM. The incorporation of GIS infrastructure, human resources and service capabilities into the Conco family will support Conco’s growth in the European market and an expansion of the global service portfolio. Conco Systems Pty Ltd. is the Australian contingent of a worldwide group of Conco companies providing unparalleled condenser and heat exchanger products and services to the power generation and industrial sectors. Noel John Peters is the managing director of Conco Systems Pty Ltd. and he will expand his role to include financial director of GIS, while day to day operations at GIS remain under the purview of managing director, Hagen Gogolok. Conco’s acquisition in Germany strengthens the company’s existing European network of subsidiaries and distributors. Conco Systems SPRL in Lillois, Belgium was established in 2004, and Conco European distributors in Italy, Poland and Spain have been valuable partners for decades.


October 2016 Corporate INTL

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